Sub : IPCC LAW Marks : 20

Date: 7.08.2011 Time: 1 Hr

1. The paid-up share capital of XYZ (Private) Company Limited is Rs. 20 lakhs consisting of 2,00,000 Equity shares of Rs. 10 each fully paid-up. ABC (Private) Limited and its subsidiary DEF (Private) Limited are holding 60,000 and 50,000 shares respectively in XYZ (Private) Company Limited. Examine with reference to the provisions of the Companies Act, 1956, whether XYZ (Private) Company Limited is a subsidiary of ABC (Private) Limited. Would your answer be different if DEF (Private) Limited is holding 1,10,000 shares in XYZ (Private) Company Limited and no Shares are held by ABC (Private) Limited in XYZ (Private) Company Limited? 5 Marks 2. Fortune Traders Limited was registered as a public company. There are 64 members in the company as noted below: (i) Directors and their relatives 34 (ii) Employees 10 (iii) Ex-employees (shares were allotted when they were employees) 5 (iv) 5 couples holding shares jointly in the names of husband and wife (5 x 2) 10 (v) Others 5 Total number of members 64 The Board of Directors of the company proposes to convert it into a private company. Advise the board of directors about the steps to be taken for conversion into a private company including reduction in the number of members, if necessary. 5 Marks 3. XYZ Company Private Limited desirous of raising funds through acceptance of deposits from the public seeks your advise on the matter. You being the financial advisor of the company, advise the company whether acceptance of deposits from the public in the given ease be valid under the provisions of the Companies Act, 1956. 5 Marks 4. The Registrar of Companies issued a certificate of Incorporation actually on 8th January, 1999. However, by mistake, the certificate was dated '5th January, 1999'. An allotment of shares was made on 7th January, 1999. Could the allotment be declared void on the ground that it was made before the company was incorporated? 5 Marks