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CS Professional June 2018 ACLP Suggested Answers Paper - 1 : Advanced Company Law and Practice Chapter - 1 : Company Formation and Conversion 2018 - June [2A] (iii) KMP Systems Pvt Ltd. will have to abide by the following restrictions as a private company under the Companies Act 2013. (a) Financial year of every company including private company has to end on 31% March every year compulsorily (b) Private companies whose turnover is 200 crores are now during preceding financial year or Private company having outstanding loans are borrowing from banks or public financial institutions exceeding = 100 crores at any time during preceding financial year shall compulsorily require to appoint an internal auditor (c) Private company cannot invite public to subscribe to its securities (d) The transferability of shares of a private company is restricted. Chapter - 2 : Procedure for Alterations of the Memorandum and Articles 2018 - June [6] (d) Mr. Sumana Deputy General Managers (Finance) Glamour Rise Ltd. Dear Sir, Please take note of the items to be mentioned in the annexure attached to the notice of EGM to be called for the purpose of passing the special resolution for the shifting of Registered office of the company from one state to another ari Whatsapp Study Group vo a PUTTS —y/ a Only for Dedicated CS Students iii) Vv ' iS 1744859960 — (i) Details of the new registered office (ii) Reasons for bringing about the change (iii) Effect of such change on secured as well as unsecured creditors (iv) Effect of such change on employees of the company (v) Any other information with respect to suchychangewhich=shouldybe provided to the members. Chapter - 3 : Issue and Allotment of Securities 2018 - June [2] (b) As per Section 62 (1) (b) of the Companies Act, 2013 the company can offer shares through employee stock option to their employees. However issuing of employee stock to promoters or employees belonging to promoter group is prohibtied. Further the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure requirements) Regulations 2015 prohibit the insurance of employee stock options to independent directors. In the given situation Abhiman is a permanent employee of Y2Z commodities Ltd. and is also a promoter of the company. Hence Abhiman is ineligible to obtain employee stock option. If Abhiman was not a promoter and is a non independent additional director who holds 10% equity shares of the company, he would be entitled to participate in employee stock option as his shareholding is net more than 10% of outstanding equity share capital. 2018 - June [2A] (i) As per Section 2 (88) of the Companies Act, 2013 sweat equity shares” means such equity shares as are issued by a company to its directors or employees at a discount for consideration other than cash for providing their know how an making available rights in the nature intellectual property rights or value additions. A company cannot issue sweat equity shares for more than 15% of its paid up equity share capital in a year on shares of the value of rupees % 5 crores, Whichever is higher. Further the total amount of sweat equity shares issued by the company shall not exceed 25% of its paid up equity share capital. In the case of Jupiter Pvt. Ltd. the paid up equity share capital is = 25 crores.