DATE: 29-08-10.

Subject: IPCC LAW

Ph:- 0866 305 43 43, 9246 22 22 23.

1. The paid up share capital of XYZ (Private) Company Limited is Rs. 20 lakhs consisting of 2,00,000 Equity shares of Rs. 10each 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 in holding 1,10,000 shares in XYZ (Private) Company Limited and no Shares are held by ABC (Private) Limited in XYZ (Private Company Limited? 2. Fortune Traders Limited was registered as ca public company. There are 64 members in the company as noted below: i. Directors and their relatives 34 ii. Employes 10 iii. Ex-employees (shares were allotted when 5 they were employees). iv. 5 couples holding shares jointly in the 10 names of husband and wife (5x2) v. Others 5 vi. 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. 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 case be valid under the provisions of the Companies Act, 1956. 4. A company was in corporate on 6th October 2003. The certificate of Incorporation of the company was issued by the Registrar on 15th October, 2003. The company on 10th October, 2003 entered into a contract which create its contractual liability. The company denies from the side liability on the ground that company is not bound by the contract entered into prior to issuing of certificate of incorporation. Decide, under the provisions of the Companies Act, 1956, whether the company can be exempted from the said contractual. 5. The memorandum of Association of a company was presented to the Registrar of Companies for registration and the Registrar issued the certificate of incorporation. After complying with all the legal formalities a company started a business according to the object clause, which was clearly an illegal business. The company contents that the nature of the business cannot be gone into as the certificate of the incorporation is conclusive. Answer the question whether companys contention is correct or not.