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Past papers/ Corp Laws/ May 2022
Paper 16 Qs
Question Paper · May 2022

CA Inter Corp Laws

This page contains all 16 questions from the CA Inter Corporate & Other Laws Question Paper for the May 2022 attempt cycle, sourced from CATS.

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Q.1(a) 06 marks hard Companies Act, 2013 - Private Company Conversion Requirement ⚡ Try this Q →
Case: MNP Limited is a registered public company having the following members: - Directors and their Relatives: 18 - Employees: 26 - Employees (Shares were allotted during employment): 15 - Members holding shares jointly(7 x 2): 14 - Other Members: 12
The Board of Directors of MNP Limited proposes to convert the company into a private limited company. Referring to the provisions of the Companies Act, 2013, advise on the following:
CTTP

Worked Solution

✓ Verified

Sub-part (i): Whether MNP Limited can be converted into a private company

As per Section 2(68) of the Companies Act, 2013, a private company must limit its members to a maximum of 200. However, while counting members for this purpose, the following are excluded:

1. Persons who are in the employment of the company (current employees).
2. Persons who, having been formerly in employment, were members while in employment and have continued to be members after cessation of employment.

Additionally, joint holders of shares are treated as a single member, irrespective of the number of persons holding jointly.

Applying these provisions to MNP Limited:

CategoryPersonsCounted as Members
Directors and their Relatives1818 (counted)
Employees (current)26Nil (excluded)
Employees (shares allotted during employment)15Nil (excluded)
Joint holders (7 sets × 2)147 (each set = 1 member)
Other Members1212 (counted)
Effective Member Count37

Since the effective member count is 37, which is well within the statutory ceiling of 200 members for a private company, MNP Limited CAN be converted into a private limited company.

Note: The conversion requires passing a special resolution and obtaining approval of the National Company Law Tribunal (NCLT) under Section 14(1) of the Companies Act, 2013.

Sub-part (ii): Number of existing members to be reduced

For conversion into a private company, the member count (as computed above) must not exceed 200. Since the effective member count of MNP Limited is 37, which is already within the permissible limit of 200, no reduction in membership is required.

The company does not need to reduce any members before or after conversion, as it is fully compliant with the 200-member ceiling prescribed under Section 2(68) of the Companies Act, 2013.

PLAN

Write it like this

Time target 10 min 48 sec

1The skeleton

- Lead with Section 2(68) in your very first line — examiners are scanning for the statutory anchor; if it's buried or missing, you lose the 'reference to provisions' marks before they even read your analysis.
- Put a table for the member count — don't write it as running prose; a 3-column table (Category / Persons / Counted as Members) makes your exclusions visible and auditable, which is exactly how ICAI's suggested answer presents it.
- State BOTH exclusion rules explicitly — current employees AND former-employees-turned-members are two separate exclusions under §2(68); write them as two numbered points before your table so the examiner can tick each off.
- Spell out the joint-holder rule as a separate line — 'joint holders are treated as a single member' must appear as its own stated rule, not just reflected silently in the table; one line = one easy mark.
- End sub-part (i) with a clear verdict sentence — 'Since effective member count is 37, well within the ceiling of 200, MNP Limited CAN be converted'; don't leave the examiner to infer the conclusion.
- Close with Section 14(1) + NCLT — special resolution and NCLT approval is a standalone note that picks up the last half-mark; students who skip this leave easy marks on the table.

2Examiner-rewarded phrases

“As per Section 2(68) of the Companies Act, 2013, a private company shall limit the number of its members to two hundred”“Persons who are in the employment of the company shall be excluded while counting the number of members”“Where two or more persons hold shares jointly, they shall be treated as a single member”

3Common trap

Don't fall for this

The most common mistake is adding all 14 joint-holder persons as 14 members instead of 7 — and simultaneously forgetting to exclude the 15 former-employees-still-holding shares, which pushes your total way above 37. Both errors in one answer = almost guaranteed wrong conclusion, even if your section citations are perfect.

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Q.1(b)(i) 03 marks hard Companies Act, 2013 - Corporate Social Responsibility (CSR) ⚡ Try this Q →
Case: SKIP Limited (the Company) was incorporated on 01.04.2019. The audited financial statement extracts are: Financial Year 2019-20: Net Profit before tax = ₹5.00 crore, Net Profit after tax = ₹3.75 crore Financial Year 2020-21: Net Profit before tax = ₹7.00 crore, Net Profit after tax = ₹5.25 crore The Company proposes to allocate the minimum amount for CSR Activities to be undertaken during FY 2021-22, if it is mandatory.
Advise the Company in this regard and compute the minimum amount to be allocated, if so required, taking into account the relevant provisions of the Companies Act, 2013.
CTTP

Worked Solution

✓ Verified

Applicability of CSR provisions for FY 2021-22:

As per Section 135(1) of the Companies Act, 2013, every company is required to constitute a CSR Committee and mandatorily spend on CSR activities if, during the immediately preceding financial year, it satisfies ANY ONE of the following criteria:

- Net worth of ₹500 crore or more, OR
- Turnover of ₹1,000 crore or more, OR
- Net profit of ₹5 crore or more

For FY 2021-22, the 'immediately preceding financial year' is FY 2020-21.

Net Profit (before tax) for FY 2020-21 = ₹7.00 crore, which exceeds ₹5 crore.

Therefore, CSR provisions are mandatory for SKIP Limited for FY 2021-22.

Computation of Minimum CSR Amount:

As per Section 135(5) of the Companies Act, 2013, the minimum CSR obligation is 2% of the average net profits computed in accordance with Section 198, made during the three immediately preceding financial years.

However, the proviso to Section 135(5) provides that where a company has not completed three financial years since incorporation, the average shall be computed based on the financial years for which financial statements are available (i.e., the years it has been in existence).

Since SKIP Limited was incorporated on 01.04.2019, only two preceding financial years are available as of FY 2021-22 — FY 2019-20 and FY 2020-21. Accordingly, average net profit is computed over two years only.

Net profit for CSR purposes is computed as per Section 198 (which is broadly the net profit before tax). Using the figures provided:

- FY 2019-20: ₹5.00 crore
- FY 2020-21: ₹7.00 crore

Average Net Profit = ₹12.00 crore ÷ 2 = ₹6.00 crore

Minimum CSR amount = 2% × ₹6.00 crore = ₹0.12 crore (₹12,00,000)

Conclusion: SKIP Limited is required to allocate and spend a minimum of ₹12,00,000 towards CSR activities during FY 2021-22.

PLAN

Write it like this

Time target 5 min 24 sec

1The skeleton

- Lead with the trigger test first — state 'For FY 2021-22, the immediately preceding financial year is FY 2020-21' before anything else; examiners are looking for this linkage in the opening line and it frames everything that follows.
- Cite Section 135(1) + the ₹5 crore net profit threshold explicitly — don't just say 'CSR is applicable'; name the section, list all three criteria, then show which one is hit; partial citation = partial marks.
- Flag the proviso to Section 135(5) as a separate point — this is where 3 marks live; if you silently average two years without explaining WHY, the examiner thinks you made an error, not that you know the proviso.
- Use 'Net Profit before tax as per Section 198' for the computation — write this label explicitly before plugging in numbers; using after-tax figures here is the single most penalised computational error on this topic.
- Show the averaging step as a separate line — write '₹5.00 cr + ₹7.00 cr = ₹12.00 cr ÷ 2 = ₹6.00 cr' on its own; don't collapse it into the 2% line or you lose the step marks even if the final answer is right.
- Close with a one-line conclusion in rupees AND crores — write '₹0.12 crore (₹12,00,000)'; examiners reward candidates who express both forms because it shows awareness of how CSR disclosures appear in Board reports.

2Examiner-rewarded phrases

“immediately preceding financial year”“as per the proviso to Section 135(5), where the company has not completed three financial years since incorporation, the average net profit shall be computed based on the financial years for which financial statements are prepared”“net profit computed in accordance with Section 198 of the Companies Act, 2013”

3Common trap

Don't fall for this

Watch out — most students average the net profit after tax figures (₹3.75 cr and ₹5.25 cr) because that's what jumps out from a P&L. Section 198 uses net profit before tax, so your base becomes ₹6 cr, not ₹4.5 cr — that's a wrong final answer and you lose the computation mark even if your proviso reasoning was perfect.

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Q.1b 03 marks medium Redeemable Preference Shares, Companies Act 2013 ⚡ Try this Q →
SKS Limited issued 8%, 1,50,000 Redeemable Preference Shares of ₹100 each in the month of May, 2010, which are to be redeemed within a period of 10 years. Due to the Covid-19 pandemic, the Company is neither in a position to redeem the preference shares nor in a position to comply with the terms of issue. The Company with the consent of the Preference Shareholders of 70% has moved an application to the National Company Law Tribunal (NCLT) to record approval to issue further redeemable preference shares equal to the amount due. Will the petition be approved by the Tribunal in the light of the provisions of the Companies Act, 2013? Can the company include the dividend unpaid in the above issue of redeemable preference shares?
CTTP

Worked Solution

✓ Verified

Will NCLT approve the petition?

No, the NCLT petition will likely be rejected. Section 55(1) of the Companies Act, 2013 mandates that preference shares must be redeemed within a period not exceeding ten years from the date of their issue. Since these preference shares were issued in May 2010, they were due for redemption by May 2020. This is a statutory obligation that cannot be waived or extended by NCLT.

The company seeks to circumvent the redemption obligation by issuing fresh preference shares as a replacement—this is not permissible. Simply replacing unredeemed shares with new shares of equal value does not satisfy the mandatory redemption requirement. While Section 55(5) of the Companies Act, 2013 allows the Central Government to grant relief through Official Gazette notification on grounds of public interest, NCLT lacks such authority to override the redemption requirement.

Although COVID-19 constitutes genuine financial hardship, this alone is insufficient grounds for NCLT to override a statutory mandatory requirement. The company's proper alternatives are: (1) redeem preference shares from accumulated profits or proceeds of a fresh issue of ordinary shares; (2) apply to the Central Government under Section 55(5) citing public interest; or (3) approach NCLT under Section 230 (scheme of arrangement) if it seeks permanent modification of terms with formal shareholder approval—but even then, redemption cannot be indefinitely postponed.

Can unpaid dividend be included in the new issue?

No. Unpaid dividend on preference shares constitutes an accumulated liability of the company, entirely separate and distinct from share capital. Including unpaid dividend in a fresh share issuance would impermissibly capitalize a liability, which violates fundamental accounting principles and company law.

Unpaid dividends:
1. Represent earnings already declared but not distributed
2. Cannot be consolidated with or included in share capital
3. Must be paid separately in cash from profits or as part of redemption settlement
4. Belong to preference shareholders as a debt claim, not as capital contribution

To include unpaid dividend in the fresh preference share issue would artificially inflate the face value of new shares and inappropriately convert an earnings liability into capital—both impermissible. The unpaid dividend must be settled independently through cash payment from available profits or adjusted against original redemption proceeds only if explicit consent is obtained from affected shareholders.

PLAN

Write it like this

Time target 5 min 24 sec

1The skeleton

- Split your answer into two clearly labelled heads — 'Will NCLT approve?' and 'Can unpaid dividend be included?' — examiners award marks per head, so if you write it as one block you'll bleed marks even if your content is right.
- Lead with Section 55(1) and the word 'mandatory' — state upfront that redemption within 10 years is a statutory mandate under Section 55(1), not a contractual one; this signals to the examiner you know WHY NCLT can't help.
- Explicitly name Section 55(5) and say it's Central Government, not NCLT — this is the killer line; most students miss that the relief power vests in CG via Official Gazette, so state it directly to grab that distinguishing mark.
- For the dividend head, use the word 'liability' — say unpaid dividend is an accumulated liability and cannot be capitalised; this frames the answer in company law language the examiner is scanning for, not just common sense.
- End each head with a one-line conclusion — 'Hence, the petition will not be approved' and 'Hence, unpaid dividend cannot be included in the fresh issue'; examiners often scan the last line of each head to confirm you reached the right outcome.

2Examiner-rewarded phrases

“preference shares must be redeemed within a period not exceeding twenty years (infrastructure companies) / ten years from the date of issue as mandated under Section 55(1) of the Companies Act, 2013”“the Central Government may, in the public interest, by notification in the Official Gazette, allow any company to issue preference shares for a period exceeding twenty years”“unpaid dividend constitutes a liability of the company and cannot be included in the fresh issue of redeemable preference shares”

3Common trap

Don't fall for this

Watch out — almost everyone writes that NCLT can grant an extension because it's a tribunal with wide powers; that's the trap. The Act specifically gives this relief power to the Central Government under Section 55(5), not NCLT, and writing 'NCLT may grant relief in exceptional circumstances like COVID' will cost you the key mark on this question even if everything else is correct.

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Q.1c(i) 02 marks easy Agency, Ratification ⚡ Try this Q →
Ramu has given authority to Prem to buy certain goods at the market rate. Prem buys the goods at a higher rate than the market rate. However, Ramu accepted the purchase invoice at higher rate. Afterwards, Ramu comes to know that the goods purchased belonged to Prem himself. Decide, whether, Ramu is bound by ratification done?
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Q.1c(ii) 02 marks easy Agency, Sub-agency, Indian Contract Act 1872 ⚡ Try this Q →
Hani authorises Bharat, a merchant in Mumbai, to recover dues from Bankey & Co., Bharat instructs Deepak, a solicitor, to take legal proceedings against Bankey & Co. for recovery of the money. Explain the legal position of Deepak, referring provisions of the Indian Contract Act, 1872, related to agency.
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Q.1d 03 marks medium Negotiable Instruments Act 1881, Material Alteration, Discha ⚡ Try this Q →
Examine the validity of the following statements with reference to the Negotiable Instruments Act, 1881:
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Q.2a(i) 02 marks easy Charge Registration, Companies Act 2013 ⚡ Try this Q →
Beauty Limited obtained a working capital loan from a Nationalized Bank against the hypothecation of Stock & Accounts receivable of the Company. An instrument creating the charge was duly signed by the Company and the Bank. The Company is not willing to register the charges with the Registrar of Companies. In the light of the provisions of the Companies Act, 2013, discuss: Is there any provision empowering the Nationalized Bank (charge holder) to get the charges registered?
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Q.2a(ii) 02 marks easy Charge Registration, Registrar's Powers, Companies Act 2013 ⚡ Try this Q →
Beauty Limited obtained a working capital loan from a Nationalized Bank against the hypothecation of Stock & Accounts receivable of the Company. An instrument creating the charge was duly signed by the Company and the Bank. The Company is not willing to register the charges with the Registrar of Companies. In the light of the provisions of the Companies Act, 2013, discuss: When can the Registrar refuse to register the charges in the present scenario?
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Q.2b 02 marks easy Dividend, Unpaid Calls, Companies Act 2013 ⚡ Try this Q →
ABC Ltd. has declared dividend of ₹ 2/- per equity share in the general meeting. Mr. Suresh is holding 5000 equity shares of ₹ 10 face value each, on which ₹ 10,000 towards call money is unpaid. Discuss Whether the dividend amount payable to him be adjusted against such dues as per the provisions of the Companies Act, 2013? Give reasons for your answer.
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Q.2c 04 marks medium Periodical Financial Results, Unlisted Company, Companies Ac ⚡ Try this Q →
XYZ Ltd. received a communication from Central Government for preparation of periodical financial results and also for limited review of such periodical financial results. The Board of Directors have raised an objection on the ground that as it is an unlisted company, periodical financial results need not to be prepared. Examine, referring the provisions of the Companies Act, 2013, in this regard.
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Q.3(a) 05 marks medium Companies Act, 2013 ⚡ Try this Q →
As per the financial statement as at 31.03.2021 the Authorized and Issued share capital of Manorama Travels Private Limited (the Company) is of ₹100 Lakh divided into 10 Lakh equity shares of ₹10 each. The subscribed and paid-up share capital as on date is ₹80 Lakh consisting of 8 Lakh equity shares of ₹10 each. The Company has reduced its share capital by cancelling 2 Lakh issued but unsubscribed equity shares during the financial year 2021-22, without obtaining the confirmation from the National Company Law Tribunal (the Tribunal). It is noticed that the Company had rendered its Memorandum of Association by passing the requisite resolution at the duly constituted meeting for the above purpose. When filing the relevant e-form the Practicing Company Secretary refused to certify the form for the reason that the action of the Company reducing the share capital without confirmation of the Tribunal is invalid. In light of the above facts and in accordance with the provisions of the Companies Act, 2013, examine, the validity of the decision of the Company and contention of the company secretary and in case of what type of document required to be passed for amending the capital clause of the Memorandum of Association.
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Q.3(b) 05 marks medium Companies Act, 2013 ⚡ Try this Q →
The Board of Directors of ABC Limited are proposing to raise funds through the issue of equity shares. However due to the financial markets, the price per share and the number of shares to be issued are not finalised. As a financial adviser of the company, what would you suggest to the Board in this regard as per the provisions of the Companies Act, 2013?
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Q.3(c) 04 marks hard Negotiable Instruments Act, 1881 ⚡ Try this Q →
'A' draws a cheque for ₹5,000 in favour of 'B'. 'A' had sufficient funds in his bank account to meet it, when the cheque ought to be presented in the bank. The bank fails before the cheque is presented. Examine, under the Indian Negotiable Instruments Act, 1881, whether 'A' is liable as per the Negotiable Instruments Act, 1881.
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Q.3(d) 03 marks medium General Clauses Act, 1897 ⚡ Try this Q →
Explain the provision related to 'Effect of Repeal' as per the General Clauses Act, 1897.
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Q.5(c) 04 marks medium Indian Contract Act, 1872 ⚡ Try this Q →
Examine the validity of the following statements under the provisions of the Indian Contract Act, 1872
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Q.5(d) 03 marks hard Negotiable Instruments Act, 1881 ⚡ Try this Q →
Healthcare Services Limited (the Bidder), bids the tender floated by Super Care Hospital (the Tenderer), attaching a cheque dated 01.04.2021 for ₹5,00,000/- towards earnest money deposit. Since the tender process was extended, the Tenderer returned the cheque expiring on 30.06.2021 to the Bidder for its resubmission after having revalidated by changing the date of the cheque to 01.07.2021. Accordingly, the revalidated cheque was resubmitted by the Bidder to the Tenderer. The cheque presented by the Tenderer to the banker. It was dishonoured by the bank. Examine, whether, the cheque altered with a new date shall be deemed a valid cheque binding the Bidder for payment as per The Negotiable Instruments Act, 1881?
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