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  Question no. 1 is compulsory. 
Candidates are required to answer any five questions from the remaining six questions. 
 
Question 1(a) 
Explain  the  law  laid  down  under  the  Companies  Act,  2013  in  respect  of  filing  of  annual 
financial statements with Registrar of companies. In the following two situations who is liable 
for the default.   i.  Where  financial  statements  of  the  company  are  filed  with  the  ROC  after  10  months 
from its due date; 
ii.   Where  financial  statements  are  not  at  all  filed  by  the  company  with  the  ROC?  (4 
Marks)
 
Answer 1(a) 
As  per  Section  137  of  Companies  Act,  2013  every  company  is  required  to  file  financial 
statements with Registrar within 30 days from the date of  Annual General Meeting. If  financial 
statements are not filed within 30 days, filing may be done within 300 days with additional filing 
fees.  If  company  fails  to  file  even  within  300  days  with  additional  fees,  following  penal 
consequences take place: 
  Company is punishable with fine of Rs. 1000 per day for every day during which the default 
continues, but shall not me more than Rs. 10 lacs; and 
  Managing  Director  or  Chief  Financial  Officer  is  punishable  with  imprisonment,  which  may 
extend to 6 months or with fine of not less than Rs. 1 lac but which extend to Rs. 5 lacs. 
If  the  company  has  neither  Managing  Director  nor  Chief  Financial  Officer,  all  directors  are 
responsible. 
 
Question 1(b) 
A group of creditors of Mac Trading Limited makes a complaint to the Registrar of Companies, 
Hyderabad  alleging  that  the  management  of  the  company  is  indulging  in  destruction  and 
falsification  of  the  accounting  records  of  the  company.  The  complainants  request  the 
Registrar  to  take  immediate  steps  to  seize  the  records  of  the  company  so  that  the 
management may not be allowed to tamper with the records. The complaint was received at 
10  A.M.  on  1st  July  2015  and  the  ROC  entered  the  premises  at  10.30  A.M.  for  the  search. 
Examine the powers of the Registrar to seize the books of the company.                    (4 Marks) 
Answer  1(b) 
Registrar cannot seize the books of company without permission of Special Court . Refer answer 
of  question  no.  2  of  Chapter  no.  3  –  Inspection  and  Investigation  of  book  Corporate  &  Allied 
Laws  – 3 rd
 edition published by Taxmann 
 
Question 1(c) 
Indian Software Ltd. seeks to export software to its client in Indonesia. In this regard- 
i.  Explain  the  procedure  to  be  adopted  for  export  of  software  under  the  Foreign 
Exchange  Management  Act,  1999  and  state  the  period  within  which  value  is  to  be 
realised. 
ii.   Explain  the  position  in  case  of  delay  in  receipt  of  payment  from  its  client.                      
(4 Marks) 
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 Answer 1(c) 
(i) Every exporter is required to submit declaration within 21 days of export. Export declaration 
should  be  submitted  in  either  form  EDF  or  form  SOFTEX.  Declaration  should  be  supported  by 
evidence  regarding  particulars  about  material.  It  should  disclose  amount  representing  the  full 
export  value  of  the  goods  or  services.  IEC  Number  (importer-exporter  code  number)  is 
indicated  on  all  copies  of  the  declaration  forms  submitted  by  the  exporter  to  the  specified 
authority.  Export  proceeds  should  be  realised  and  repatriated  to  India  within  9  months  from 
date  of  export.  On  realization  of  the  export  proceeds,  the  authorised  dealer  shall,  after  due 
certification, submit the duplicate of the form EDF or SOFTEX form to RBI. 
(ii) If there is delay of more than 9 months in receipt of export value, exporter should make an 
application  before  expiry  of  realisation  period  to  RBI  or  Authorised  Dealer.  RBI  or  Authorised 
Dealer may allow extension in time limit for receipt of export value for sufficient reason.   
 
For  details  theory,  refer  paragraph  no. 
14  of  Chapter  no.  3 –  FEMA  of  book  corporate  &  Allied 
Laws  – 3 rd
 edition published by Taxmann 
  Expert Comment  
Most of students who were not updated wrote period of 12 months. In fact RBI vide circular has 
reduced time from 12 months to 9 months for export proceed realisation. Majority of students 
who read old book and handbook were not in position to answer correctly. 
 
Question 1(d) 
Explain the functioning of the two types of Front Office (FO) in accessing MCA 21 portal of the 
Ministry of Corporate Affairs. Also, state the nature of services, which can be availed of by its 
user on the MCA 21 portal.                          (4 Marks) 
Answer 
1(d) 
The  front  office  represents  the  interface  of  the  corporate  and  public  user  with  the  MCA  21 
system. It includes: 
  Virtual front office (VFO) 
  Physical front office (PFO) 
The  VFO  is  what  the  citizen  has  in  front  while  accessing  the  MCA  21  portal.    The  PFO  will  be  a 
replacement  to  the  existing  ROC  counters.    The  PFO  will  also  accept  paper  documents. 
However,  customer  service  agents  at  PFO  will  convert  these  into  electronic  documents.  In 
addition,  the  authorised  person(s)  will  have  to  sign  these  documents  digitally.  Consequently, 
the  authorised  signatories  for  a  given  document  will  need  to  appear  in  person  at  the  PFO  for 
digitally signing the document. 
 
Following services are available to various users on MCA portal: 
  E-filing of documents 
  View and inspection of filed documents 
  Request and obtain certified copies of document 
  Registering investor complaints 
  Tracking transaction status 
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 Find CIN 
  Fee calculator 
  Checking company name 
  View transaction details 
  Certified filing centres 
  Downloading pre-requisite software for e-filing 
 
Question 1(e) 
XYZ,  a  recognized  stock  exchange  fails  to  comply  with  certain  directions  issued  by  the 
Securities  and  Exchange  Board  of  India  and  the  adjudicating  officer  initiated  proceedings  for 
the  purpose of imposing penalty. The stock exchange seeks your advice whether it is possible 
to  go  for  settlement  of  the  proceedings.  Advise  explaining  the  relevant  provisions  of  the 
Securities Contracts (Regulation) Act, 1956?                    (4 Marks) 
Answer  1(e) 
Yes.  It  is  possible  for  XYZ  Ltd.  stock  exchange to go  for  settlement  of the proceedings.-  Section 
23JA.   
For  details  theory,  refer  paragraph  no.  27  of  Chapter  no. 14 –  Securities  Contract  (Regulation) 
Act, 1956 of book corporate & Allied Laws  – 3 rd
 edition published by Taxmann 
  Expert Comment  
Again,  ICAI  has  asked  something  which  is based on  amendment.  A  provision  was  amended  last 
year. Most of students who were not updated about it. Stay updated.  
 
Question 2(a) (
i) 
XYZ Ltd. wants to make  an initial offer of its  securities. Advise the company on the following 
issues  under  the  Securities  and  Exchange  Board  of  India  (Issue  of  Capital  and  Disclosure 
Requirements) Regulations, 2009:  i.  Extent of promoters contribution; 
ii.   Lock in period of securities held by promoters; 
iii.   Lock in period of securities held by persons other than promoters; 
iv.   Lock  in  period  of  securities  allotted  to  employees  of  the  company  under  Employee 
stock option.                                
(4 Marks) 
Answer 2 (a) ( i) 
Refer paragraphs no. 24-25 of Chapter no. 15  – SEBI Act, 1992 of book corporate & Allied Laws 
–  3 rd
 edition published by Taxmann. 
 
Question 2(a) ( ii) 
Securities and Exchange Board of India (SEBI) has undertaken inspection of books of accounts 
and records of LR Ltd., a listed public company. Specify the  measures, which may be taken by 
SEBI  under  the  Securities  and  Exchange  Board  of  India  Act,  1992  to  protect  the  interest  of 
investors and securities market, on completion of such inquiry.               (4 Marks) 
Answer 2 (a) (ii) 
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 Refer  provisions  of  Section  11(4)  from  paragraph  no.  3  of  Chapter  no.  15 
–  SEBI  Act,  1992  of 
book corporate & Allied Laws  – 3 rd
 edition published by Taxmann. 
 
Question 2(b)  On  a  reference  made  by  the  Central  Government,  the  Company  Law  Board  passed  an  order 
authorizing  the  Central  Government  to  appoint  its  nominees  as  directors  of  Bangalore 
Computers Ltd., to safeguard the interest of shareholders and public interest. Referring to the 
provisions  of  the  Companies  Act,  2013  state  the  restrictions,  if  any,  on  the  number  of 
directors and the period for which such appointment may be made. State also the action that 
may  be  taken  by  the  Central  Government  with  regard  to  the  affairs  of  the  company  when 
such appointment of directors is made by the Central Government.             (4 Marks) 
Answer 2(b) 
Refer  answer  of  question  no.  22  of  Chapter  no.  9 
–  Oppression  &  Mismanagement  of  book 
corporate & Allied Laws  – 3 rd
 edition published by Taxmann. 
  Expert Comment  
Design of question creates conflict. Instead of reference of Companies Act, 2013, it should have 
been Companies Act, 1956. Becau
se, if we refer first two lines of question, it suggest  reference 
from  Companies  Act,  1956.  Still,  under  section  408  of  Companies  Act,  1956,  CG  has  power  to 
nominate  director  on  board  of  company  on  order  passed  by  CLB.  While  Companies  Act,  2013 
under  section  161  does  not  contain  provision  to  appoint  nominee  director  by  central 
government  on  order  of  CLB.  Under  section  161,  nominee  director  can  be  appointed  pursuant 
to government holding. 
Question 2(c) 
What  are  the  conditions  to  be  fulfilled  for  calling  meetings  at  shorter  notice  than  as 
prescribed  by  Companies  Act,  2013?  One  of  the  directors,  a  senior  professional,  objected  to 
receiving the notice by e-mail. Advise him.                     (4 Marks) 
Answer 2(c) 
As per Section 173 of Companies Act, 2013 a meeting of Board may be called at shorter notice 
provided  that  at  least  one  independent director, if  any, shall  be  present  at  meeting.  Notice  for 
Board  meeting  should  be  given  either  by  hand  delivery  or  by  post  or  by  electronic  means.  It 
means  sending  notice  by  e-mail  is  ordinary  mode  of  sending  notice  under  Act.  Objection  of 
director is not valid. 
 
Question 3(a) ( i) 
A scheme of amalgamation was approved by overwhelming majority of members of both the 
merging companies at meetings called as per directions of the Court. When the scheme of 
amalgamation was awaiting sanction of the Court, the exchange ratio was questioned by a 
small group of members of one of the merging companies. The exchange ratio was fixed by a 
reputed firm of Chartered Accountants. Examine with reference to the decided case law 
under the Companies Act, 1956 whether the dissenting shareholders will succeed. Would 
your answer be different if the exchange ratio was objected to by the Central Government?    
                                                                                                (4 Marks) 
Answer 3 (a) ( i) 
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 Refer answer to question no. 8 of Chapter no. 10 
– Compromise, Arrangement & Amalga mation 
of book corporate & Allied Laws  – 3 rd
 edition published by Taxmann. 
  Expert Comment  
Ques
tion  is  repeated  from  old  (past)  question.  It  shows  that  either  ICAI  does  not  have  person 
who  can  design  new  question  or  ordinary  person  sets  paper.  AICPA  of  US A has  rule  of  not 
repeating same question for next 20 years. 
 
Question 3(a) ( ii) 
State  the  circumstances  in  which  a  director  of  a  company  is  required  under  the  Companies 
Act,  2013  to  disclose  his  interest  in  a  contract  or  arrangement  to  be  entered  into  by  the 
company.  Examine  whether  the  validity  of  the  contract  is  affected  by  nondisclosure  of 
interest by the director.   (4 Marks) 
Answer 3(b) 
Yes.  Contract  is  voidable  by  Board.  Refer  paragraph  no.  2  of  Chapter  no.  7  –  Related  party 
transactions & Disclosure of interest of book corporate & Allied Laws  – 3 rd
 edition published by 
Taxmann. 
 
Question 3(a) ( ii) 
The Articles of Association of Coimbatore Milk Producers Limited restricts the membership to 
producers.  You  are  required  to  answer  the  following  questions  explaining  the  relevant 
provisions of the Companies Act, 1956. 
(i)  Mr.  Gopal,  one  of  the  members  proposes  to  transfer  part  of  his  shares.  State  the  steps  to 
be taken by Mr. Gopal to give effect to the proposed transfer. 
(ii)  Mr.  Ramu,  one  of  the  members,  nominated  his  son,  Mr.  K rishnan  to  be  entitled  to  his 
shares  in  the  event  of  his  death.  Mr.  Ramu  died.  State  the  action  that  can  be  taken  by  the 
producer company in case Mr. Krishnan is not a producer.          (4 Marks) 
Answer 3(b) 
(i)  Refer  answer  to  question no.  7  of  Chapter  no.  13  –  Producer  Company  of  book  corporate  & 
Allied Laws  – 3 rd
 edition published by Taxmann. 
(ii)  If  the  nominee  is  not  a  producer,  the  Board  shall  direct  the  surrender  of  shares  together 
with special rights, if any, to the Producer Company at par value or such other value as may be 
de termined by the Board. 
 
Question 3(c) 
(i) Shyam & Co. is engaged in the manufacture of cement. It sold the goods initially below the 
cost price for a year and slowly, its other competitors went out of the market. Thereafter, the 
enterprise  changed  its  strategy  and  sold  the  goods  above  its  cost  price and  made  substantial 
profits.  Examine  the  action,  if  any,  which  may  lie  against  this  enterprise  under  the 
Competition Act, 2002. 
(ii)  What  do  you  mean  by  anti-competitive  agreements,  viz,  tie-in  arrangement  and  resale 
price maintenance?                                          (4 Marks) 
Answer 3(c) 
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 (i)  Section  4  of  Competition  Act,  2002  prohibits  abuse  of  dominant  position  by  any  person. 
There shall be abuse of dominant position, if enterprise directly or indirectly, imposes unfair  or 
discriminatory: 
 Conditions in purchase or sale of goods or services; or 
  Price in purchase or sale (including predatory prices) of goods or service 
‘Predatory  price’  means  the  sale  of  goods  below  than  the  cost  to  reduce  competition  or 
eliminate the competitors.  
In the given case, Shyam & Co. has sold goods below than market price to reduce competition. 
It has abused its dominant position. Action can be taken for abuse of its dominant position. 
(ii)  Refer paragraph no.  4 of Chapter no. 17  – Competition Act, 2002 of book corporate & Allied 
Laws  – 3 rd
 edition published by Taxmann. 
 
Question 4(a) 
(i)  R  Ltd.  wants  to  constitute  an  Audit  Committee.  Draft  a  board  Resolution  covering  the 
following matters [compliance with Companies Act, 2013 to be ensured].  1. Member of the Audit Committee 
2.  Chairman of the Audit Committee 
3.  Any 2 
functions of the said Committee 
(ii) What would be the minimum likely turnover or capital of this company? 
(iii) What is the role of the Audit Committee vis a vis the statutory auditor when the company 
wishes to engage them to perform certain engagements not restricted under Section  144?              
(8 Marks) 
Answer 4(a) 
(i) Refer answer of question no. 12 of Chapter no. 1  – Accounts and Audit of book corporate  & 
Allied Laws  – 3 rd
 edition published by Taxmann. 
(ii)  Refer  paragraph  no.  32  of  Chapter  no.  1  –  Accounts  and  Audit  of  book  corporate  &  Allied 
Laws  – 3 rd
 edition published by Taxmann. 
(iii)  Refer  paragraph  no.  33  of  Chapter  no.  1  –  Accounts  and  Audit  of  book  corporate  &  Allied 
Laws  – 3 rd
 edition published by Taxmann. 
 
Question 4(b) 
XYZ Limited is an unlisted public company having a paid-up capital of twenty crore rupees as 
on  31st
  March  2015  and  a  turnover  of  one  hundred  fifty  crore  rupees  during  the  year  ended 
31st March 2015. The total number of directors is thirteen. Referring to the provisions of the 
Companies Act, 2013 answer the following: 
(i) State the minimum number of independent directors that the company should appoint.   
(ii)  How  many  independent  directors  are  to  be  appointed  in  case  XYZ  Limited  is  a  listed 
company? (4 Marks) 
Answer 4(b) 
(i) Unlisted company, which has turnover exceed than Rs. 100 crore, should appoint at least two 
independent directors. 
(ii)  If  XYZ  Limited  is  listed  company;  it  shall  have  at  least  1/3 rd
  of  the  total  number  of  directors 
as independent directors. (1/3 rd
 of 13 are 4.33. It is rounded off to 5) 
 
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 Question 4(c) 
The Insurance Act, 1938 requires to establish Tariff Advisory Committee (TAC). In this regard, 
specify - 
(i) Object and purpose of TAC; 
(ii) Constitution of its members and Chairperson.                    (4 Marks) 
Answer 4(c) 
The  provisions  relating  to  Tariff  Advisory  Committee  (TAC)  is  omitted  vide  Insurance  Laws 
(Amendment) Act, 2015. 
 
Expert Comment  
Insurance  amendment  Act,  2015  is  notified  by  ICAI  that  it  will  be  applicable  for  May  2016 
examination
. In fact,
 amendment has taken place and become effective from 26- 12-2014. Vide 
this  amendment  Act;  provisions  relating  to  Tariff  Advisory  Committee  are  omitted.  It  means, 
this  question is  asked  beyond  your  course  curriculum.  You  should  point out  it to  ICAI.  I  am  not 
able  to  understand  who  set  question  paper.  How  expert  person  so  appointed  is  not  aware 
about amendment taken place before one year from date of examination. Is this time paper of 
Corporate law set by not relevant person??  
 
Question 5(a) 
International Technologies Limited, a listed company, being managed by a Managing Director 
proposes to pay the following managerial remuneration: 
(i)  Commission  at  the  rate  of  five  percent  of  the  net  profits  to  its  Managing  Director,  Mr. 
Kamal. 
(ii)  The  directors  other  than  the  Managing  Director  are  proposed  to  be  paid  monthly 
remuneration  of  Rs.  50,000  and  also  commission  at  the  rate  of  one  percent  of  net  profits  of 
the company subject to the condition that overall remuneration payable to ordinary directors 
including monthly remuneration payable to each of them shall not  exceed two percent of the 
net  profits  of  the  company.  The  commission  is  to  be  distributed  equally  among  all  the 
directors. 
(iii)  The  company  also  proposes  to  pay  suitable  additional  remuneration  to  Mr.  Bhatt,  a 
director, for professional services rendered as software engineer, whenever such services are 
utilized. 
You are required to examine with reference to the provisions of the Companies Act, 2013 the 
validity of the above proposals.                                (8 Marks) 
Answer 5(a) 
(i)  As  per  Section  197,  if  company  has  one  Managing  Director  or  Whole  Time  Director,  or 
manager  remuneration payable  shall not exceed  5%  of  net  profit.  Accordingly,  proposal  to  pay 
commission of 5% of net profits to Mr. Kamal is in order. 
(ii)  A  director  who  is  neither  in  the  whole  time  employment  of  the  company  nor  a  managing 
director may be paid remuneration subject to the following: 
  1%  of  the  net  profits  of  the  company,  if  the  company  has  a  managing,  or  a  whole  time 
director or a manager. 
  3% of the net profits of the company in any other case. 
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 However,  the  company  in  general  meeting  may,  with  the  approval  of  the  Central  Government 
authorise  payment of such remuneration at a rate exceeding 1% or, as the case may be, 3% of 
its  net  profits.  In  the  given  case,  proposal  to  pay  2%  of  the  net  profits  as  remuneration  to  all 
directors require consent of members and approval of Central Government. 
(iii)  The  company  can  pay  additional  remuneration  to  Mr.  Bhatt,  a  director  for  rendering 
professional services as software engineer, if: 
 Services rendered are professional in nature; and 
  In  the  opinion  of  Nomination  &  Remuneration  Committee  (if  any)  or  the  Board,  director 
possesses requisite qualification for the practice of the profession. 
 
Question 5(b) 
(i)  Central  Government  and  Government  of  Maharashtra  together  hold  40%  of  the  paid-up 
share  capital  &  MN  Limited.  A  government  company  also  holds  20%  paid-up  share  capital  in 
MN Limited. 
(ii) PQ Limited is a subsidiary but not a wholly owned subsidiary of a government company. 
Examine  with  reference  to  the  provisions  of  the  Companies  Act,  2013  whether  MN  Limited 
and PQ Limited can be considered as Government Comp any.         (4 Marks) 
Answer 5(b) 
(i) As per Section 2(45), Government Company means in which not less than 51% of the paid up 
share capital is held by: 
  The Central Government; or 
  The State Government; or 
  Jointly by Central Government and any State Government 
In  the  given  case,  the  Central  Government  and  Government  of  Maharashtra  hold  40%  of  the 
paid up share capital in MN Ltd. MN Ltd is not Government Company.  
(ii)  Subsidiary  of  Government  Company  is  also  Government  Company.  Accordingly,  PQ  Ltd.  is 
Government Company. 
 
Question 5(c) 
Apex Limit failed to repay the amount borrowed from the banker,  ACE Bank Limited which is 
holding  a  charge  on  all  the  assets  of  the  company.  The  Bank  took  over  management  of  the 
company  in  accordance  with  the  provisions  of  the  Securitization  and  Reconstruction  of 
Financial Assets and Enforcement of Security Interest Act, 2002 by appointing four persons as 
directors. The company is managed by a Managing Director, Mr. X. Referring to the provisions 
of  the  said  Act,  examine  whether  Mr.  X  is  entitled  to  compensation  for  loss  of  office  and 
explain the effect of such takeover on certain rights of the shareholders of the company.     
                                                                                                              (4 Marks) 
Answer 5(c) 
On publication of notice of  takeover by secured creditor, director of company vacate office. All 
contracts made between company and director or managing director terminate and director or 
managing  director  cannot  claim  any compensation  for  loss  of  office.  Refer  paragraph  no.  10  of 
Chapter  no.  21  –  Securitisation  Act  of  book  corporate  &  Allied  Laws  –  3 rd
  edition  published  by 
Taxmann. 
 
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 Question 6(a) 
AVM  Producer  Company  Ltd.  seeks  your  advise  on  the  following  aspects  of  the  working  of  a 
Producer company under the Companies Act, 1956 
(i)  Criteria  for  appointment  of  Secretary  as  also  the  legal  position,  if  its  financial  position  is 
unsatisfactory. 
(ii)  Can  the  Board  of  Directors  of  the  company  direct  its  member  to  surrender  his  shares  to 
the company, if so, under what circumstances? 
(iii)
 Provisions relating to donation to any institution, as also to a political party. 
(iv) Provisions relating to investment of general reserves, as also investment in the shares of a 
company, other than a producer company.                     (8 Marks) 
Answer 6(a) 
(i)  Refer  paragraph  no.  25  of  Chapter  no.  13  –  Producer  Company  of  book  corporate  &  Allied 
Laws  – 3 rd
 edition published by Taxmann. 
(ii)  Refer  paragraph  no.  30  of  Chapter  no.  13  –  Producer  Company  of  book  corporate  &  Allied 
Laws  – 3 rd
 edition published by Taxmann. 
(iii)  Refer  paragraph  no.  34  of  Chapter  no.  13  –  Producer  Company  of  book  corporate  &  Allied 
Laws  – 3 rd
 edition published by Taxmann. 
(iv)  Refer  paragraph  no.  36  &  38  of  Chapter  no.  13  –  Producer  Company  of  book  corporate  & 
Allied Laws  – 3 rd
 edition published by Taxmann. 
 
Question 6(b) 
A  company  has  financial  distress.  They  pledged  certain  immovable  properties  with  a 
nationalized  bank  in  the  belief  that  their  loan  limits  would  be  increased.  However,  within  3 
months,  some  creditors  filed  a  petition  for  winding  up.  The  management  was  accused  of 
fraudulent preference. 
(i) In the above context discuss fraudulent preference. 
(ii) Would your answer be different if the charge was created in favour of an NBFC? (4 Marks) 
Answer 6(b) 
(i)  Refer  answer  of  question  no.  33  of  Chapter  no.  12  –  Winding  up  of  book  corporate  &  Allied 
Laws  – 3 rd
 edition published by Taxmann. 
(ii) The answer would be the same if the charge was created in favour of an NBFC.  
  Expert Comment  
Answer of (ii) would be different, if charge created was floating charge. Students need to make 
assumption. For floating charge, Section 534 and Section 530 would be applicable. 
 
 
Question 6(c) 
The  Adjudicating  Authority  appointed  under  the  Prevention  of  Money  Laundering  Act,  2002 
issued  an  order  attaching  certain  properties  of  XYZ  Limited  alleged  to  be  involved  in  money 
laundering  for  a  specified  period.  The  company  aggrieved  by  the  order  of  the  Adjudicating 
Authority  seeks  your  advice  about  the  remedy  that  is  available  under  the  Act.  Advise 
explaining  the  relevant  provisions  of  the  Prevention  of  Money  Laundering  Act,  2002.  (4 
Marks) 
Answer 6(c) 
CCI  Online  Coaching 
www.CAclubindia.com/coaching 
 
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CORPORATE & ALLIED L AWS  –   CA FINAL  -   SOLVED  PAPER MAY 2016   
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 Refer  paragraph  no.  9  of  Chapter  no. 
22 –   Prevention  of  Money  Laundering  Act,  2002  of  book 
corporate & Allied Laws  – 3 rd
 edition published by Taxmann. 
 
Question 7  Answer any four of the following: (4 Marks for each question) 
(a)  DD  Ltd.  is  a  listed  company  and  it  has  been  served  with  notice  for  appointment  of  small 
shareholders’ director. Referring to the provisions of the Companies Act, 2013, advise on the 
following: 
(i)  Define  the  expression  ‘small  shareholder’  and  specify  the  number  of  small  shareholders  
who may serve notice on the company for a director representing them. 
(ii)  Is  it  possible  to  appoint  a  person,  who  does  not  hold  any  share  in  the  company,  as  small 
shareholders’ director?  
(iii)  What is the tenure of small shareholders’ director and whethe r he can be re-appointed as 
such, after expiry of his tenure?  Also, state whether he can be appointed as an officer of the 
company on expir y of his tenure as small shareholders’ director.  
 
Answer 7(a) 
(i)  ‘Small  shareholder’  means  a  shareholder  holding  shares  of  nominal  value  of  Rs.  20,000  or 
less  in  public  company.  Listed  company  is  required  to  appoint  small  shareholders  director  if  at 
least  1000  small  shareholders  or  1/10th  of  shareholders,  whichever  is  less,  serves  proper 
notice. 
(ii)  Person  who  does  not  hold  any  share  in  company  can  be  appointed  as  small  shareholders 
director. 
(iii)  Small  shareholders  director  is  appointed  for  maximum  tenure  of  3  years  and  he  is  not 
eligible  to  be  re-appointment.  On  completion  of  his  tenure  of  3  years,  small  shareholders 
director  cannot  be  appointed  or  associated  in  any  other  capacity  with  company  for  next  3 
years. 
 
(b)  Mr.  Joseph,  a  member  of  Armaments  Ltd.,  is  aggrieved  due  to  failure  of  the  company  to 
make payment  of dividend declared in the AGM held in August 2015. He makes a complaint, 
in  writing,  before  the  court  of  competent  jurisdiction  within  the  prescribed  period  of  
limitation,  but  the  court  refused  to  take  cognizance  of  the  alleged  offence.  Explain  the  legal  
position  in  this  regard  under  the  Companies  Act,  2013.  Also,  state  the  offences  under  the 
Companies Act , 2013 which are cognizable and which are non-cognizable. 
Answer 7(b) 
As  per  Section  439  of  Companies  Act,  2013  the  cognisance  of  case  can  be  taken  by  Court 
against any company or its officer only on complaint filed by Registrar, shareholder of company 
or person authorised by Central Government.   
All offences under the Companies Act, 2013 except offences specified under Section 212(6) are 
non-cognizable. Section 212(6) of Companies Act, 2013 relates to serious fraud. 
 
(c)  Explain  the  provisions  of  the  Companies  Act,  1956  relating  to  preparation  and  filing  of 
Statement  of  Affairs  (SA)  in  case  of  winding  of  a  company  by  the  Court,  with  regard  to  the 
following Aspects: 
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CORPORATE & ALLIED L AWS  –   CA FINAL  -   SOLVED  PAPER MAY 2016   
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 (i)  Who  is  required  to  prepare  and  file  SA  and  whether  cost  and  expenses  incurred  i
n 
preparing SA are recoverable? 
( ii)  Contents  of  SA  and  the  period  within  which  the  same  is  required  to  be  submitted  and  to 
whom? In addition, state about delay in filing SA and up to what period the same is allowed. 
Answer 7(c) 
Refer  paragraph  no.  15  of  Chapter  no.  12  –  Winding  up  of  book  corporate  &  Allied  Laws  –  3 rd
 
edition published by Taxmann. 
 
(d) How will you interpret the definitions in a statute, if the following words are used in a 
statute? 
(i) Means, (ii) Includes 
Give one illustration for each of the above from statutes you are familiar with. 
Answer 7(d) 
Refer  paragraph  no.  15  of  Chapter  no.  18  –  Interpretation  of  Statutes  of  book  corporate  & 
Allied Laws  – 3 rd
 edition published by Taxmann. 
 
(e)  Galilio  Ltd.  is  a  foreign  company  in  Germany  and  it  established  a  place  of  business  in 
Mumbai.  Explain  the  relevant  provisions  of  the  Companies  Act,  2013  and  rules  made 
thereunder  relating  to  preparation  and  filing  of  financial  statements,  as  also  the  docu ments 
to be attached along with the financial statements by the foreign company. 
Answer 7(e) 
Refer  paragraph  no.  5 of  Chapter  no.  11 –  Foreign  Company,  Government  Company,  Power , 
Punishment  &  Misc.  provisions  of  book  corporate  &  Allied  Laws  –  3 rd
  edition  published  by 
Taxmann. 
 
 
 
 
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www.CAclubindia.com/coaching 
 
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