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Company Law - June 2018

Paper Analysis
COMPANY LAW
132 Marks

Descriptive
Distinguish
Case Study Based
36 Marks
16 Marks
80 Marks
Suggested Answer
No 1
Question From Deposit
A
Private company: It is provided to private companies through the amendment as it can
now accept deposits from its members without any restriction on the amount, subject to
the following conditions:
a. It is not an associate or a subsidiary of any other
company. b. Borrowings from banks, financial institutions or any
body corporate is less than twice of its paid-up share
capital or 500 million, whichever is less. c. It has not defaulted in the repayment of
such
borrowings subsisting at the time of accepting deposits under Section 73.
B
Auditors in OPC
Classes of Company

For Appointment - Yes For Rotation - No IFSC An IFSC caters to customers outside the
jurisdiction of the domestic economy. Such centres deal with flows of finance, financial
products and services across borders. Any Director of a company may, at any time,
summon a Meeting of the Board, and the Company Secretary or where there is no
Company Secretary, any person
D
SS - BM

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authorised by the Board in this behalf, on the requisition of a Director, shall

convene a Meeting of the Board, in consultation with the Chairman or in his
absence, the Managing Director or in his absence, the Whole-time Director,
where there is any, unless otherwise provided in the Articles. So, a CS can Call
BM on its own
Q. 2
(

It was based on Distinguish & Can be solved easily.

Q.2A
I
Case Law + Case Study Based Questions Dividend 1. Deposit in Scheduled Commercial
Bank

2. In case of Default, Cannot Pay 3. Cannot be out of Capital Reserve

4. Cannot be paid in Cash Voucher, through Bank Intemal Sec 138
Auditor CS can be an Internal Auditor
Refer Provision of Sec 138 Alteration Yes of
Company can alter its liability in Two Ways Liability - Limited to Unlimited
Clause - Unlimited to Limited
Refer Chapter 4 on Alteration Annual 1. Since Capital is One Crore -
Director / CS Return 2 PCS will sign if Capital is More than Rs. 10 Cr. or T/O Rs.
50 Sec 92
Cr. - MGT 8

a)
c)
CSR Sec 135 - Labour Law, Land Acq Act etc not covered in CSR Buy
Back Sec 68-3 Modes of Buy Back
- Free Reserves, Sec. Premium A/C, Already Issued Securities Secretari As
per Rule 8 of the Companies (Meetings of Board and its al Auditor powers) Rules, 2014,
Secretarial Auditor is required to be
appointed by means of resolution passed at a duly
 convened Board meeting LLP
Sec 8,9,10- All the Acts
d)
Q.3A

Transfer Good Faith, Execution + Registration etc of Shares Charge Only after the
Express Power / Authority in MOA / AOA, on
Company can create charge on Uncalled capital. Uncalled
capital Nominee No, Nominee Director is appointed by Financial Institution.
Director Appoint Yes, He can be MD ment of He has not been convicted
u/s 193 (3) (C) MD
iv)

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Unsecure d Loan from Promoter Sec 73

b)

Loan to Directors
any amount brought in by the promoters of the company by way of unsecured
loan in pursuance of the stipulation of any lending financial institution or a bank
subject to fulfilment of the following conditions, namely:(a) the loan is brought in
pursuance of the stipulation imposed by the lending institutions on the promoters
to contribute such finance; (b) the loan is provided by the promoters themselves
or by their relatives or by both; and (c) the exemption under this sub-clause shall
be available only till the loans of financial institution or bank are repaid and not
thereafter Since its a Producer Company Loan to Directors - No Loan to
Members - Yes The credit facility, to any member, in connection with the
business of the Company, for a period not exceeding six months Contention of
CFO is Wrong We need to mention about the loss in the Report. Sec 134 (3) L
material changes and commitments, if any, affecting the financial position of the
conpary which have occurred between the end of the financial year of the
company to which the
financial statements relate and the date of the report; Sec 39 deals
with Issue of Shares and not with Reissue of Shares.
Sec 134 Board Report
d)
Forfeiture of Shares
a)
Strike Off
Sec 109

Preparation of Affidavit as per STK 4 Format attached at the Last No such

Format Available We need to write based on the Facts of the Question &
accordingly mention the Provisions of Sec 109
Poll
Q. 6
Clause in AOA
Charge
NCLT

1. Voting Power 2. Share Purchase Agreement

3. Anti Takeover Clause Can Company Sell the Factory - Sec 180 (1) (a)
Company can Modify the Charge and keep other two property as Mortgage
Order from NCLT
Change in Management - Winding up Order - Penalties & Prosecution
- Incidental & Ancillary Directions No, Objection will not be Valid. As per
provisions of Sec 230 -
231 related to M&A are complete in all manners.

d)
Amalga mation

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