Q1Companies Act 2013 - One-Person Company Conversion
4 marks hard
XYZ a One-Person Company (OPC) was incorporated during the year 2014-15 with an authorized capital of ₹ 45,00 lakhs (4.5 lakh shares of ₹ 10 each). The capital was fully subscribed and paid-up. Turnover of the company during 2014-15 and 2015-16 was ₹ 2,00 crores and ₹ 2.5 crores respectively. Promoter of the company seeks your advice in the following circumstances, whether XYZ (OPC) can convert into any other kind of company during 2016-17. Please advise with reference to relevant provisions of the Companies Act, 2013 in the following circumstances:
Q1Companies Act - Private Placement
3 marks medium
Discuss the provisions relating to private placement of shares under the Companies Act, 2013.
Q1aDividend payment and transfer procedure under Companies Act
4 marks medium
Komal Ltd declares a dividend for its shareholders in AGM held on 27th September, 2018. Referring to provisions of the General Clauses Act, 1897 and Companies Act, 2013 advise:
Q1dEmployment law / Manager appointment and fraud
4 marks medium
Mr. Chand was appointed as the Manager of ABC Connection Company on a two years contract at a monthly salary of ₹ 50,000. After six months the company was not in position to pay ₹ 50,000 to Mr. Chand and therefore Chand agreed to a loss of ₹ 30,000 from the company. This was not communicated to Mr. Chand. The months later it was discovered that Chand had been doing fraud since the time of his appointment. What is the position of Mr. Chand during the whole period of Chand's Appointment.
Q2Companies Act 2013 - Bonus Shares and Dividend Provisions
8 marks very hard
Case: ABC Ltd balance sheet scenario
ABC Ltd. has following balances in their Balance Sheet as on 31-March-2018: Equity shares capital (100 lakhs equity shares of ₹ 10 each) ₹ 100.00 lacs; Free reserves ₹ 3.00 lacs; Securities Premium Account ₹ 3.00 lacs; Capital redemption reserve account ₹ 4.00 lacs; Revaluation Reserve ₹ 3.00 lacs. Directors of the company seeks your advice in following cases:
Q2Companies Act - Annual General Meeting
3 marks hard
Due to heavy rains and floods Chemist Hariboom Limited was unable to hold the annual general meeting up to 30th September, 2017. The company has not filed the annual financial statements, or the annual return as the direction of the company are of the view that the 30th annual general meeting did not take place, the period of 60 days for filling of annual return is not applicable and thus, there is no contravention of Section 92 of the Companies Act, 2013. Discuss whether the contention of directors is correct.
Q2aStatutory auditor tenure and appointment restrictions
4 marks medium
CA-M is a partner in SM & Company (Chartered Accountants) and ML & Company (Chartered Accountants). SM & Company are statutory auditors of Mrs. Global Ltd. (listed) for past seven years as on 1.04.2018. Advise under relevant provisions of the Companies Act, 2013:
Q2aiiiAuditor independence and disqualification due to family busi
2 marks easy
Mr. Ram brother of CA. Shyam, a practicing chartered accountant, acquired securities of Mrs. Coal Ltd. having market value of ₹ 1,20,000 (face value ₹ 10,000). State whether CA-Shyam is qualified to be appointed as a statutory auditor of Mrs. Coal Ltd.
Q2bAcceptance of deposits from members under Companies Act
6 marks medium
State the procedure to be followed by companies to accept deposits from its members according to the Companies Act, 2013. What are the exemptions available to the Private Limited Companies ?
Q2cNegotiable Instruments Act - cheque liability and forgery
4 marks medium
Murudharan drew a cheque payable to Mr. Vyss in order. Mr. Vyss lost the cheque and was not aware of the loss of the cheque. The person who found the cheque forgot the signature of Mr. Vyss and endorsed it to Mr. Paryakassai as the consideration for goods bought from him. Mr. Parshwasah endorsed on the very same day from the drawer bank. Mr. Vyss intimated the drawer bank about the theft of the cheque after three days. Who is liable for the drawee bank?
Q2dNegotiable Instruments Act - minor's liability and cheque en
4 marks medium
Mr. S Venkatesh drew a cheque in favor of M who was sixteen years old. M routed his intent due endorsing the cheque in favour of Mrs. A who is the owner of the house in which he stayed. The cheque was endorsed when Mrs. A presented it for payment on grounds of incapacity of funds. Advice Mrs. A how she can proceed to collect her dues.
Q3Indian Contract Act - Finder of Lost Goods
3 marks medium
What are the rights available to the holder of lost goods under Section 168 and Section 169 of the Indian Contract Act, 1872?
Q3(c)Section 23 of Companies Act - bye-laws and publication
4 marks medium
Explain various provisions applicable to rules or bye-laws being made after previous publications as enumerated in Section-23 of the General Companies Act.
Q3(d)(a)Interpretation of statutes and documents
4 marks medium
Write short note on: Explanation, with reference to interpretation of Statutes, Deeds and Documents.
Q3(i)XBRL filing requirements for housing finance companies
3 marks medium
A Housing Finance Ltd. is a housing finance company having a paid up Share Capital of ₹ 11 crores and a turnover of ₹ 145 crores during the Financial Year 2017-18. Explain with reference to relevant provisions and rules, whether it is necessary for A Housing Finance Ltd. to file its financial statements in XBRL mode.
Q3(ii)Special notice for appointment of auditor under Companies Ac
3 marks medium
Members of ZA Ltd holding less than 1% of total voting power were advised to give a special notice to serve a resolution for appointment of an auditor other than retiring auditor. Explain relevant sections of the Companies Act, 2013 in making their request.
Q3aShelf-Prospectus under Companies Act 2013
2 marks easy
What is a Shelf-Prospectus ? State the important provisions relating to the issuance of Shelf-Prospectus under the provisions of Companies Act, 2013
Q4Bailment - Remedy
6 marks hard
Amar bailed 50 kg of high quality sugar to Srijali, who owned a kirana shop, promising to give ₹ 200 at the time of taking back the bailed goods. Srijali's employee, unaware of this, mixed the 50 kg of sugar belonging to Amar with the sugar in the shop and packaged it for sale when Srijali was away. This came to light only when Amar came asking for the sugar he had bailed with Srijali, as the price of the specific quality of sugar had halted. What is the remedy available to Amar?
Q4(a)Quorum in general meeting under Companies Act 2013
4 marks hard
KMN Ltd. scheduled its annual general meeting to be held on 1st March, 2018 at 11:00 A.M. The company has 900 members. On 11th March, 2018 following persons were present by 11:30 A.M.: (i) P1, P2 & P3 shareholders; (ii) P4 representing ABC Ltd.; (iii) P5 representing DEF Ltd.; (iv) P6 (LKM Ltd.) shareholders. Examine with reference to relevant provisions of the Companies Act, 2013, whether quorum was formed in the meeting.
Q4(b)Voting rights of members with partly paid shares
4 marks hard
'X' a member of LKM Ltd. is holding 250 shares, which are partly paid. The company held its general meeting where voting rights were denied to 'X' claiming he has not paid the calls on the shares held by him. Examine the validity of company's denial to 'X' with reference to the relevant provisions of the Companies Act, 2013, assuming that 'Articles of association of the Company does not restrict the voting right of such members.
Q4(d)(i)Mischief Rule for statutory interpretation
4 marks medium
Explain 'Machines Rate' for interpretation of statute. Also, give four instances it considers in construing an Act.
Q4(d)(ii)Dictionary definitions in statutory interpretation
2 marks easy
Explain how 'Dictionary Definitions' can be of great help in interpreting / construing an Act when the same is ambiguous.
Q4(d)(iii)Repeal vs deletion of provisions
2 marks easy
'Repeal' of provision is different from 'deletion' of provision. Explain.
Q4(ii)Voting and objections after quorum time in general meeting
4 marks medium
What will be your answer if P4 representing ABC Ltd., raises objection to the passing of the resolution in the meeting after 11:30 A.M.?
Q4(iii)Adjourned meeting provisions for lack of quorum
4 marks medium
In case lack of Quorum, discuss the provisions as applicable for an adjourned meeting in terms of date, time & place.
Q4(iv)Consequences of no quorum in general meeting
0 marks easy
What happens if there is no Quorum in the meeting?
Q5Company Law - Indoor Management Doctrine
0 marks easy
The persons (not being members) dealing with the company are always protected by the doctrine of Indoor management. Explain. Also, explain when doctrine of Constructive Notice will apply.
Q5(i)Classification as Foreign Company under Companies Act 2013
6 marks hard
Triton Ltd. is a company registered in New York (U.S.A.). The company has no place of business established in India, but it is doing online business through data interchange in India. Explain with reference to relevant provisions of the Companies Act, 2013 whether Triton Ltd. will be treated as Foreign Company.
Q6Company Law - GDRs and Charge Registration
6 marks medium
Explain the conditions and the manner in which a company may issue Global Depository Receipts in a foreign country. OR What is the time limit for registration of charge with the registrar? Where should the company's Registrar of charges keep? State the persons who have the right to inspect the Company's Register of charges.
Q7Indian Contract Act - Agency and Liability
3 marks hard
Aziz consigned electronic goods for sale to Aziz. Aziz employed Rabin a reputed auctioneer to sell the goods consigned to him through auction. Aziz authorized Rabin to receive the proceeds and transfer those proceeds once in 45 days. Rabin sold goods on auction for ₹ 2,00,000 but before transferring the proceeds of the auction, became insolvent. Assess the liability of Aziz according to the provisions of the Indian Contract Act, 1872.
Q8Negotiable Instruments - Bill of Exchange and Cheque
8 marks hard
What are the circumstances under which a bill of exchange can be dishonored by non-acceptance? Also, explain the consequences if a cheque gets dishonored for insufficiency of funds in the account.