Corporate and Other Laws
Corporate and Other Laws
Corporate and Other Laws
QUESTIONS
4. What must ABC Limited ensure to pass the special resolution approving
the adoption of a new e-commerce business model at the AGM?
(a) The resolution must have more than 50% of votes in favor.
(b) The resolution must be stated as special in the notice, and votes in
favor must be three times the votes against.
(c) The resolution can be passed if votes in favor exceed votes against
without being stated as special.
(d) The resolution must have unanimous support from the board of
directors.
5. Under which conditions would ABC Limited be exempt from preparing
consolidated financial statements?
(a) If ABC Limited is a wholly owned subsidiary, all members agree in
writing to the exemption, and proof of delivery of this intimation is
available.
(b) If XYZ Limited’s shareholders unanimously agree to waive CFS
requirements.
(c) If MNO Limited’s financials are not significant to ABC Limited’s
overall financial position.
(d) If ABC Limited’s board decides to skip CFS preparation with a
simple majority vote.
Independent MCQs
6. XYZ LLP is a consulting firm where four partners—A, B, C, and D—are
responsible for various functions. Partner B, without consulting the other
partners, enters into a contract with a third party, Mr. P, for a high-value
procurement deal on behalf of XYZ LLP. It is later found that Partner B
did not have authority to engage in such deals, and XYZ LLP has no
history of involvement in procurement. Mr. P, who is an experienced
business- person, was aware that Partner B was not authorized to enter
into procurement deals for XYZ LLP.
In this scenario, which of the following is correct based on the Limited
Liability Partnership Act, 2008?
(b) M/s Amit & Co. can continue as the auditor only if Mrs. Anita
divests her shares within 30 days.
(c) M/s Amit & Co. can continue as the auditor since the shares held
by Mr. Amit's wife do not exceed the limit specified under the
Companies (Audit and Auditors) Rules, 2014.
(d) M/s Amit & Co. cannot continue as the auditor, as any acquisition
of shares by a relative leads to automatic disqualification.
9. XYZ Limited is a company with 51% of its equity shares held by the State
Government of Maharashtra and 49% by private investors. The Board of
XYZ Limited seeks to appoint an auditor for the upcoming financial year.
As per the Companies Act, 2013, which of the following statements is
correct regarding the appointment of the auditor?
(a) The Board of XYZ Limited has the authority to appoint the auditor
through a board resolution.
(b) The Comptroller and Auditor General (CAG) of India will appoint
the auditor for XYZ Limited.
(c) The shareholders of XYZ Limited will appoint the auditor in the
annual general meeting.
(d) The State Government of Maharashtra, holding the majority stake,
will appoint the auditor.
10. X purchased a car from Y, believing that Y was the legitimate owner.
Although X paid the full purchase price and took possession of the car,
he did not check the Registration Certificate (RC) of the car to verify the
authenticity of Y’s ownership. Later, it was discovered that Y was not the
rightful owner, and the car had been stolen. In the context of “good
faith” as defined in the General Clauses Act, 1897, determine the validity
of X’s ownership claim over the car.
(a) X holds valid ownership of the car because he paid the full price
and believed Y to be the legitimate owner.
(b) X does not hold valid ownership because his purchase was made
without due care and attention, even though he acted honestly.
The company has approached you to advise them about the issue of the
said sweat equity shares, in line with the provisions of the Companies
Act, 2013.
13. PQR Limited, a manufacturing company, is in the process of expanding
its operations. To support this expansion, PQR Limited has acquired a
plot of land along with the buildings on it from ABC Limited, another
company in the same industry. The property, however, is subject to an
existing charge, created in favor of a bank as security for a loan taken by
ABC Limited. This charge had been registered by ABC Limited at that
time. The directors of PQR Limited are of the opinion that as the charge
for the property was already created, there is no further obligation to be
fulfilled from the side of PQR Limited.
After negotiations, the bank, as the charge holder, consents to the sale
and transfer of the property to PQR Limited with the condition that PQR
Limited must register a new charge over the acquired property as
security for its own loan obligations.
Advise whether the contention of directors of PQR Limited is correct.
Give your answer in terms of the provisions of the Companies Act, 2013.
14. Vishal Limited is an unlisted public company, having five directors in its
board which includes two independent directors.
Sam (P) Limited, is subsidiary company of Vishal Limited, actively
carrying on its business, having paid up capital of ` 1.5 crore with 40
members and turnover of ` 18 crore, respectively and the said company
is not a start-up company.
It is also provided that Sam (P) Limited is not a start up company.
In the context of aforesaid case-scenario, please answer to the following
question(s):-
Whether Sam (P) Limited is mandatorily required to prepare cash flow
statement for the financial year as a part of its financial statements?
Provide your answer by analyzing Sam (P) Limited into following
category of companies:-
(i) Small company, and
SUGGESTED ANSWERS/HINTS
4. (b)
5. (a)
6. (d)
7. (b)
8. (c)
9. (b)
10. (b)
Descriptive questions
11. According to section 27(1) of the Companies Act, 2013, the terms of a
contract referred to in the prospectus or objects for which the
prospectus has been issued can be varied, but only with the authority of
the company given by it in general meeting by way of special resolution.
The second proviso to sub-section (1) prescribes that such company is
not to use any amount raised by it through the prospectus for buying,
trading or otherwise dealing in equity shares of any other listed
company.
In the given question, XYZ Limited, is planning to use the amount
initially raised for investing in a different industry, which also involves
trading in equity shares of other listed companies.
Though XYZ Limited has passed a special resolution for the said
proposal but it cannot use any amount raised by it through the
prospectus for buying, trading or otherwise dealing in equity shares of
any other listed company. Hence, the said proposal for new investment
is not valid.
12. According to section 54(1) of the Companies Act, 2013, a company may
issue sweat equity shares if all of the following conditions are fulfilled:
a. Share of that class must be already issued
b. Issue is authorised by a special resolution passed by the company;
c. Resolution specifies the details regarding the number of shares,
the current market price, consideration, if any, and the class or
include any remuneration paid to him for any other service rendered by
him at the request of the company.
As per the facts of the question and stated provision, remuneration of
the appointed statutory auditors of a company shall be fixed by the
company in general meeting or in such manner as the company in
general meeting may determine as they are not the first auditor.
Hence, the contention of the Board of directors that they can fix the
remuneration of the auditor on their own is not valid.
17. According to section 25 of the Limited Liability Partnership Act, 2008,
(1) Every partner shall inform the LLP of any change in his name or
address within a period of 15 days of such change.
(2) A LLP shall—
(a) where a person becomes or ceases to be a partner, file a
notice with the Registrar within 30 days from the date he
becomes or ceases to be a partner; and
(b) where there is any change in the name or address of a
partner, file a notice with the Registrar within 30 days of such
change.
(3) A notice filed with the Registrar under sub-section (2)—
(a) shall be in such form and accompanied by such fees as may
be prescribed;
(b) shall be signed by the designated partner of the LLP and
authenticated in a manner as may be prescribed; and
(c) if it relates to an incoming partner, shall contain a statement
by such partner that he consents to becoming a partner,
signed by him and authenticated in the manner as may be
prescribed.
(i) Priya’s Address Change: Under the provision, Priya was required
to inform XYZ LLP of her address change within 15 days of the
move. Following that, XYZ LLP was required to file a notice with
the RoC within 30 days of being notified of Priya's new address. As
Priya did not inform the LLP about change of address and
consequently LLP did not file a notice regarding the change in
address of Priya with the Registrar, XYZ LLP is not in compliance
with the required timeline.
(ii) Ramesh’s Admission as a Partner: For new partners, XYZ LLP
must file a notice with the RoC within 30 days of a person
becoming a partner. This notice should include Ramesh’s consent
statement, signed by him and authenticated as prescribed. The
delay in filing means XYZ LLP did not meet the 30-day
requirement.
18. According to section 5 of the General Clauses Act, 1897, where any
Central Act has not specifically mentioned a particular date to come into
force, it shall be implemented on the day on which it receives the assent
of the Governor General in case of a Central Acts made before the
commencement of the Indian Constitution and/or, of the President in
case of an Act of Parliament.
In the given question, the Environment Protection Amendment Act,
2024, received assent of President of India on 15th July, 2024. The
commencement date is prescribed as 1st September 2024. Accordingly,
the Environment Protection Amendment Act, 2024, shall come into
enforcement 1st September, 2024.
19. Effect of usage: Usage or practice developed under the statute is
indicative of the meaning recognized to its words by contemporary
opinion. A uniform notorious practice continued under an old statute
and inaction of the Legislature to amend the same are important factors
to show that the practice so followed was based on correct
understanding of the law. When the usage or practice receives judicial or
legislative approval it gains additional weight.
In this connection, we have to bear in mind two Latin maxims:
(i) 'Optima Legum interpres est consuetude' (the custom is the best
interpreter of the law); and
(ii) ‘Contemporanea Expositio est optima et fortissinia in lege’ (the best
way to interpret a document is to read it as it would have been
read when made).
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