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Published on: 06/01/2020
Company Management
Download Tamil Nadu 12th Standard Commerce question papers, model tests, one-mark questions, important questions, and public exam papers in PDF format. Free study materials and answer keys for TN State Board students.
Questions + Answers key
Take MCQ Commerce Test1.
The definition of the term key managerial personnel contained in
Section 2(13)
Section 2(18)
Section 2(50)
Section 2(51)
2.
The directors should conduct their work with
good faith
utmost care
delegate work
None of these
3.
According to Companies Act, the Directors must be appointed by the _______.
Central Government
Company Law Tribunal
Company in General Meeting
Board of Directors
4.
What is the statue of Directors who regulate money of the company?
Banker
Holder
Agent
Trustees
5.
Which ____________ Director is appointed by a Financial institution
Nominee
Additional
Women
Shadow
6.
What do you mean by first Director?
7.
What do you' mean by directors?
8.
Who can be Executive Director?
9.
Name the companies required to appoint KMP.
10.
Define Director.
11.
What are the difference between Managing director and Whole time director?
12.
What are the difference between Manager and Director?
13.
State the minimum number of Directors for a Private company.
14.
What is causal Vacancy?
15.
When are alternative directors appointed?
16.
Explain the rights of directors.
17.
Briefly explain the legal position of Director.
18.
State the Criminal liabilities of Directors.
19.
What are the duties of a directors?
1.
(d)
Section 2(51)
2.
(b)
utmost care
3.
(c)
Company in General Meeting
4.
(d)
Trustees
5.
(a)
Nominee
6.
"First directors" means those directors who hold office form the date of incorporation of the company. The first directors are usually named in the articles of association or are appointed by the directors.
7.
The person one who takes an active interest in the well being of a company and one of the Members of Board of Directors is called as Director of a company. A Director is a person from a Board of Director who leads or supervises the functioning of a company.
8.
An Executive director is a Chief Executive officer (CEO) or Managing director of an organization, company, or corporation, who is responsible for making decisions to complete the mission and for the success of the organization.
9.
Following companies are required to appoint KMP.
(i) Every listed company.
(ii) Every public company (Having paid up share capital of ₹ 10 crore or more).
10.
'A Person who is appointed or elected member of the Board of Directors of a company and has the responsibility of determining and implementing policies along with others in the board. It is not necessary to, hold any shares in the company or be an employee. Directors act on the basis of resolutions made in the Board of Directors meeting according to their powers stated in the Articles of Association of the company''.
11.
| Basis | Managing director | Whole time director |
|---|---|---|
| 1. Power | Managing Director is entrusted with substantial powers. | The Power is stated in the term of employment. |
| 2. Prohibition | Section 197 Prohibits to act both a managing director and a manager simultaneously. | Sometimes a whole time directors may be appointed as manager and director of a company. |
| 3. Appointment | Consent of the shareholders of the company by means of resolution is not necessarily for the appointment of mana in the director. | Consent of shareholders of the company by a special resolution is must for the appointment of a whole-time director |
| 4. Duration Appointment | No individual can be appointed for more than five years at a time. | There is no such restriction regarding the appointment of a whole-time director. |
12.
| Basis | Manager | Director |
|---|---|---|
| 1. Nature of work | A person who is in charge of the particular department of the Company and is responsible for the performance of that department is called as manager. | A person appointed by the shareholders to lead the company to achieve its goal is known as Director |
| 2. Level of management | A manager comes under executive level i.e at the Middle-level management | Directors come under Top-level management and play an important role in Decision making. |
| 3. Responsibility | Managers are responsible for the implementation of plans and policies approved by the Board of Directors | Directors responsible for the formulation of plans and policies from time to time to achieve the goal of the company. |
13.
(i) In case of one person company, the requirement of directors is one.
(ii) In the case of other Private companies the minimum requirement of directors is two
14.
Causal vacancy is a situation in which a seat in a delibrative assembly becomes vacant during that assembly's term, casual vacancies may arise through the death, resignation or disqualification of the sitting member or for other reason.
15.
(i) Alternate directors are appointed by the Board of Directors, as a substitute to a director who may be absent from India, for a period which is not less than three months.
(ii) The appointment must be authorised either by the Articles of Association of the company or by a passing a resolution in the General Meeting.
(iii) The alternative director is not a representative or agent of Original Director.
16.
Rights can be categorized into individual rights and collective rights.
Individual rights are such as
(i) Right to inspect books of accounts
(ii) Right to receive notices of board meetings
(iii) Right to participate in proceedings and cast vote in favour or against resolutions
(iv) Right to receive circular resolutions proposed to be passed
(v) Right to inspect minutes of board meetings
Collective rights are as follows
(i) Right to refuse to transfer shares: Directors of private companies and deemed public companies are entitled to refuse registration of transfer of shares to a person whom they do not approve.
(ii) Right to elect a Chairman: The directors are entitled to elect a chairman for the board meetings.
(iii) Right to appoint a Managing director: The Board has the right to appoint the managing director/ manager of the company.
(iv) Right to recommend dividend: The Board is entitled to decide whether a dividend is to be paid or not. Shareholders cannot compel the directors to pay a dividend. However, they can reduce the rate of recommended dividend. Payment of dividend is the prerogative of the board.
17.
Directors are the persons duly appointed by the Company to lead and manage its affairs and their legal position.
(i) Directors as Agents: A company as an artificial person, acts through directors who are elected representatives of the shareholders and who execute decision made for the benefit of shareholders. Hence directors share a relationship of an agent and a principal with the company.
(ii) Directors as Managing partners: The management of a company is vested in the hands of many executives. So, the directors are virtuals managing partners and the Directors elected by shareholders are like partners to the shareholders.
(iii) Directors as trustees: Directors are trustees of the company's money and property and they have to safeguard them and use them for the sake of the company and on behalf of the company.
(iv) Directors as employees: Directors are professionals who manage the company for the benefit of themselves and for the benefit of the shareholders. However, if a director accepts employment in the same company under a separate contract of service, then, in addition to the directorship, he is also treated as an employee or servant of the company.
(v) Directors as officers: "Officer" includes any director, manager or key managerial personnel or any person in accordance with the directions or instructions the Board of Directors or any one or more of the directors who are or are accustomed to act. Therefore Director is treated as officers of a company.
18.
Directors will be liable with a fine and imprisonment or both for fraud of noncompliance of any statutory provisions in the following situations where
(i) There is mis-statement in prospectus
(ii) There is failure to file return on allotment with the registrar
(iii) There is failure to give notice to the registrar for conversion of share into stock
(iv) There is failue to issue share Certificate and Debenture certificate
(v) There is failure to maintain register of the members and register of debenture holders
(iv) There is default in holding Annual General Meeting
(vii) There is failure to provide Financial Statements.
19.
l. Collective duties of directors:
Directors as a part of Board perform certain duties collectively.
(i) Approval of annual accounts and authentication of annual accounts
(ii) Appointment of First Auditors
(iii) Issuance of Notice and Holding of Board meetings and shareholders meetings
(iv) Passing of resolutions at board meetings or by circulation.
2. General duties of Directors:
(i) Structuring or new policy to reach the objectives of a company.
(ii) Acting in accordance with the Articles of the company
(iii) Act in Good faith in order to promote the objects of the company
(iv) Perform duties with due and reasonable care and diligence.
3. Specific Duties of Directors
(i) Duty to disclose his name, address and occupation
(ii) Duty to disclose his shareholding and interest in Contracts of the company.
(iii) Duty to hold minimum qualification shares within two months after his appointment.
(iv) Duty to issue prospectus and fix the minimum subscription.
(v) Duty to take care that prospectus should not contain any false or misleading statement.
(vi) Duty to carry out all other activities as specified in the Act in time.
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Tamilnadu Stateboard 12th Standard Subjects

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Chemistry

Physics

Biology

Computer Science

Business Maths and Statistics

Economics

Commerce

Accountancy

History

Computer Applications

Biology

Computer Technology

Computer Applications

Computer Science

Business Maths and Statistics

Commerce

Economics

Maths

Chemistry

Physics

Computer Technology

History

Accountancy

Tamil

English

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