Amit Bachhawat

QuesƟons and Answer

What is the place where Board Mee ngs can be held?

1
A Board Mee ng may be held at any place, in India or aboard.

The Ar cles of associa on of Godrej Ltd. contains pre - determined dates for holding the Board
2 Mee ng. On 4th May of a calendared year, 2014, a BM is to be held (men oned in AOA) , so No,
wri en no ce has been given to the director individually. Is the provisions of the sec on 173(3) duly
complied with?
According to the prescribed sec on of the Companies Act, 2013, Every Company whether public or
private has to deliver the no ce-in wri ng regarding the date of the upcoming BM at least seven
days in advance, to the directors individually through the prescribed mode failing which every officer
whose duty is to give no ce, under this sec on, shall be liable to a penalty of ` 25,000 whether the
pre-determined dates of holding BM is contained in AOA or not.
Even SS-I has prescribed that even if pre-determined dates are given for holding board mee ng
wri en no ces must be given individually.
But as per given case, Godrej Ltd did not deliver no ce –in-wri ng to the directors of the company
regarding the date of the coming BM;
Hence the provisions of the sec on 173(3) of the new Companies Act,2013 is not complied with.

Hero Ltd. called a urgent mee ng giving a shorter no ce before four days of such mee ng to
3 transact urgent business. In that mee ng no independent Director was present. Is the provisions of
sec 173(3) not complied with?
According to the prescribed sec on of the new Companies Act, 2013,a urgent mee ng for a urgent
purpose can be called by giving a shorter no ce provided that at least one independent Director (if
any) shall be present at the mee ng.
In absence of Independent Directors from such a mee ng of the Board decisions taken at such
mee ng shall be circulated to all the directors and shall be final only on ra fica on, thereof by at
least one Independent Director(if any).
In the given case, of Hero Ltd. as the independent Director is absent from the urgent mee ng (on
receiving the shorter no ce); the provision of this sec on shall be deemed to have complied if the
decisions taken at such mee ng is circulated to all the Directors and it is ra fied by at least one I.D.

4 Can a director’s dissent be refused to recorded in the minutes of board mee ng?
In case a director has requested to record his or her dissent on par cular item or ma er then in line
with secretarial standard clause 7.2.2 which deals with specific content, the dissent along with the
fact and name of directors is to be recorded in the minutes .
You must be worrying that is not it the right of Chairman to include or Exe life the ma ers to be
recorded in minutes. Yes the chairman can exclude the items or ma ers which are defamatory in
nature but he can’t refuse to record the dissent of director with reason. Please also refer sec on 149
which says independent and non execu ve directors would be responsible for any acts of omission
or commission which had occurred with his knowledge . That means by not recording dissent you
are ge ng them unnecessarily a racted by way of 149(12)

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 Amit Bachhawat
QuesƟons and Answer

Is it mandatory for companies to provide their directors with the facility of par cipa on in mee ngs
5 through electronic mode?
It is not mandatory for companies to provide their directors with the facility of par cipa on in
mee ngs through electronic mode.
Chairman has been given the discre on to allow such par cipa on only over and above the
physically present Quorum in case he needs to take views of any such Directors on restric ve items
to encourage informed decision making. Any such Director par cipa ng through Electronic Mode
in respect of restricted items with the express permission of chairman should neither be counted
for the purpose of Quorum nor be en tled to vote in respect of such restricted items.

The directors of a public company desire to authorise the managing director to invest from me to
6 me surplus funds in the purchase of shares of other companies. State with reasons whether the
delega on to the managing director is valid.
Hints : Sec on 179(3)(e) of the Companies Act, 2013 empowers the Board of directors to delegate
to any Commi ee of Directors, the managing director, the manager or any other principal officer
of the company the power to invest the funds of the company. But inter-corporate investments
by public companies in the shares is concurrently governed by sec on 186 of the Companies Act.
Sec on 186 contains the relevant provisions and sub-sec on (5) provides that no investment shall
be made by the Board of Directors of an inves ng company unless it is sanc oned by a resolu on
passed at the mee ng of the Board with the consent of all the directors present at the mee ng. Thus,
sec on 186 overrides the provisions of sec on 179 insofar as investments in shares are concerned.
Sec on 186 does not contain any provision for delega on of the power and hence notwithstanding
the general provisions under sec on 179, the proposed delega on to managing director, if made,
shall not be valid.

The Board of Directors of a company met three mes in a year. The fourth mee ng was adjourned
7 twice for want of quorum. Does it not cons tute a viola on of the Act ?
Companies Act is silent about such issue but prac cally it shall be considered as Quorum.

In the last audited Financial statement of U Ltd,an unlisted company ,the aggregate of outstanding
8 Loans, borrowing , Debentures or deposits stands ` 50 crores. Is It necessary for U Ltd, to cons tute
an audit commi ee?
According to Sec 177 of the Companies Act,2013, every unlisted Public company whose in the last
audited financial statement:
(a) Paid up capital of ` 10 crores or more,
(b) Turnover of ` 100 crores or more
(c) Aggregate of outstanding loans or borrowings or debentures or deposits exceeding ` 50 crore
or more Shall cons tute an Audit commi ee
But, as per given case, it is not compulsory for U Ltd,(an unlisted company) to cons tute an audit
commi ee because the aggregate of outstanding Loans, borrowing , Debentures or deposits is
exact ` 50 crore.

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 Amit Bachhawat
QuesƟons and Answer

L Limited is a listed company which accepts deposits from the public amounted ` 45 to ` 50 crores.
9 Is it required for the L Ltd, to establish a vigil mechanism for Directors and employees?
According to the prescribed sec on of the companies Act, 2013, every listed company, or the
companies, which accepts deposits from the public, the companies which have borrowed money
from banks and public financial Ins tu ons’ in excess of 50 crores rupees shall establish a vigil
mechanism for Directors and employees.
In the given case, of L Ltd shall compulsorily establish a vigil mechanism because L Ltd is a listed
company.

Kite Ltd is a unlisted company which have borrowed money from banks and Public Financial
10 Ins tu ons amounted to ` 50 crores in the last date of the audited Financial statement. Is IT
necessary for Kite Ltd to establish vigil mechanism in the Audit commi ee?
As per Sec on-177 of the companies Act, 2013, every listed company , or the companies, which
accepts deposits from the public, the companies which have borrowed money from banks and public
financial Ins tu ons’ in excess of 50 crores (>50) shall establish a vigil mechanism for Directors and
employees to report genuine concerns in such a manner as may be prescribed.
In the light of the above case, its not necessary for Kite, an unlisted company to establish a vigil
mechanism in the Audit commi ee because the company has borrowed money from banks and
P. F. I. not exceeding ` 50 crores( i. e. exact ` 50 cr) ,Therefore the said provisions is not a racted.

A Ltd consists of one- thousand debentures- holders, Is it required for the Board of Director of A Ltd
11 to cons tute a stakeholder Rela onship commi ee?
According to the prescribed sec on of the companies Act, 2013, the BOD of a company which
consists of more than one – thousand shareholders or Debenture- holders or deposit holders
or other any security holders at any me during a Financial year shall cons tute a stakeholder
Rela onship commi ee consis ng of a chairperson who shall be a non- execu ve Director and such
other members as may be decided by the Board.
As per given case of A Ltd, it is not necessary for the BOD of A Ltd to cons tute stakeholders
Rela onship commi ee because the number of Debenture- holder is exact one-thousand in number.
The Sec on will be a racted if it exceeds 1,000.

Discuss the func on of Nomina on & Remunera on Commi ee

12
Hints — Sec 178(2)

Explain the name of func oning of Vigil Mechanism.

13

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 Amit Bachhawat
QuesƟons and Answer

A Public company having 300 members wants to sell its sugar unit at Kanpur. The company’s Net
14 worth is 100 Crs. The company has an Investment of 45 Cr in the Kanpur sugar unit. The above
informa on is as per last audited P/L, Balance Sheet. Advise can the company do so.
The Board of Directors of a company shall require the prior consent of the company by a special
Resolu on to sell, lease or dispose of the whole or Substan ally the whole of the undertaking of
the company, as per Sec on 180.
The undertaking for the purpose shall mean the undertaking in which the investment of the
company exceeds 20% of the NET WORTH of the company during the previous financial year.
In the above case, the sugar unit is an undertaking as per Sec on 180 because the investment in
the sugar unit (i.e., ` 45 Crs.) exceeds 20% of the net worth of the company as per last audited P/L
and Balance Sheet (i.e., ` 100 Crs).
Therefore, the company can sell the sugar unit by passing a special Resolu on by POSTAL BALLOT.

MIs ABC Ltd. had power under its memorandum to sell its undertaking to another company
15 having similar objects. The Ar cles of the company contained a provision by which directors were
empowered to sell or otherwise deal with the property of the company. The Shareholders passed
an ordinary resolu on for the sale of its assets on certain terms and required the directors to carry
out the sale. The Directors refused to comply with the wishes of the shareholders where upon it
was contended on behalf on the shareholders that they were the principal and directors being their
agents were bound to give effect to their decision. Based on the above facts, decide the following
issues, having regard to the provisions of the Companies Act, 2013 and case laws.
a) Whether the conten on of shareholders against the non-compliance of their wishes by the
directors is tenable.
b) Can shareholders usurp the powers which by the ar cles are vested in the directors by passing
a resolu on in the general mee ng?
According to sec on 179(1), the Board of Directors of a company shall be en tled to exercise all
such powers, and to do all such acts and things, as the company is authorised to exercise and do:
Provided that in exercising such power or doing such act or thing, the Board shall be subject to
the provisions contained in that behalf in this Act, or in the memorandum or ar cles, or in any
regula ons not inconsistent therewith and duly made thereunder, including regula ons made by
the company in general mee ng:
Provided further that the Board shall not exercise any power or do any act or thing which is directed
or required, whether under this Act or by the memorandum or ar cles of the company or otherwise,
to be exercised or done by the company in general mee ng.
The Companies Act, 2013 vide sec on 180 (1) lays down the powers of the Board of Directors of a
company which can be exercised only with the consent of the company by a special resolu on. Clause
(a) of sec on 180(1) defines one such power as the power to sell, lease or otherwise dispose of the
whole or substan ally the whole of the undertaking of the company or where the company owns
more than one undertaking, of the whole or substan ally the whole of any of such undertakings.
Therefore, the sale of the undertaking of a company can be made by the Board of Directors only
with the consent of the members of the company accorded vide a special resolu on.
Even if the power is given to the Board by the memorandum and ar cles of the company, the sale
of the undertaking must be approved by the shareholders by a special resolu on.

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 Amit Bachhawat
QuesƟons and Answer

Therefore, the correct procedure to be followed is for the Board to approve the sale of the
undertaking clearly specifying the terms of such sale and then convene a general mee ng of the
members to have the proposal approved by a special resolu on.
In the given case therefore, the procedure followed is completely incorrect. The shareholders
cannot on their own make out a proposal of sale and pass an ordinary resolu on to implement it
through the directors.
Therefore, the conten on of the shareholders is incorrect in the first place as it is not within their
authority to approve a proposal independently of the Board of Directors. It is for the Board to
approve a proposal of sale of the undertaking and then get the members to approve it by a special
resolu on.
Further, in exercising their powers the directors do not act as agent for the majority members or
even all the members. The members therefore cannot by resolu on passed by a majority or even
unanimously supersede the powers of directors or instruct them how they shall exercise their
powers.

The BOD of a Private limited company contribute to a charitable fund the last 3 years profits are as
16 follows.
2010- 11 → ` 1500,000
2011-12 → ` 1500,000
2012-13 → ` 1800,000
As per the Companies Act 2013 , sec on 181, a company (either private or public) can contribute to
bonafide charitable funds.
Step – 1 Company’s profit for the preceding 3 years financial years
2010-11 → ` 15 lacs
2011-12 → ` 15 lacs
2012-12 → ` 18 lacs
Total ` 48 lacs
To find out the preceding year average Net profit.
= 4800,000/3
= 16,00,000 is the average.
Average Net Profit of the preceding 3 financial year.
Step – 2 5% of Average Net profit
i.e., 5% of 1600,000 = 80,000
Step – 3 BOD can contribute ll 80,000
If it wants to exceed 80,000
Then prior approval by OR (Ordinary Resolu on) in General Mee ng shall be required.

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 Amit Bachhawat
QuesƟons and Answer

Copper Ltd. has borrowed money from Mr. Rohit amoun ng to ` 25 lacs where as the limit imposed
17 by special resolu on was ` 20 lacs. It was later contended that the loan is invalid. Mr. Rohit claims
that he has advanced the loan in good faith. Is Mr. Rohit’s conten on correct?
As the provisions of Sec on 180 of Companies Act, 2013, no debt incurred by the company in excess
of the limit imposed by clause (c) of sub-sec on (i) shall be valid or effectual, unless the lender
proves that he advanced the loan in good faith and without knowledge that the limit imposed by
that clause had been extended .In the above case, Copper Ltd. has borrowed money from Mr. Rohit
exceeding the limit imposed by special Resolu on. Mr. Rohit claims that he has advanced the loan
in good faith and the loan is not invalid.
In the light of the above men oned provisions, Mr. Rohit’s conten on is correct.

Green Pvt Ltd is a wholly owned subsidiary of Century –men Ltd. Green Pvt Ltd Invests in the
18 Securi es of Century –men Ltd. amoun ng ` 80 Lakhs.
The Balance sheet extract of Green Pvt Ltd:

LIABILITIES ` ASSETS `
Paid up Share Capital 100 Lacs
Security Premium 20 Lacs
FR 10 Lacs

State the Formali es required for Green Pvt Ltd?

According to Rules to Sec 186 of the Companies Act, 2013, exemp on is laid down, If the holding
Company Gives Loan, guarantee or Provide Security in respect of Loan or make Investments in the
Securi es of wholly owned subsidiary Companies. But if the wholly owned subsidiary Company
advances Loan, or give guarantee on loan or provide Security on loan or invests in the Securi es of
the Company, which is holding Company, then the Prescribed Sec on will a ract as the exemp on
cannot be availed.
So, as per given case, of Green Pvt Ltd, the wholly owned subsidiary Company which invests in the
holding Company,(Century-men Ltd), amounted to ` 80 lacs, subject to:
(a) 60% of 130 = ` 78 Lacs
(b) 100% of 30 = ` 30 Lacs
Higher ` 78 Lacs
Therefore when amounted invested exceeds ` 78 Lacs, Prior Special Resolu on at GM is required.

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 Amit Bachhawat
QuesƟons and Answer

Century Tex les Ltd advances loan to a Joint Venture Company amounted to ` 70 Lacs, repayable
19 in 5 years.
The Balance sheet extract of Century Tex le Ltd is:

LIABILITIES ` ASSETS `
Paid up Share Capital 60 Lacs
Security Premium 180 Lacs
FR 100 Lacs

Advice the formali es required to be done by Century Tex le Ltd?

According to Rules to Sec 186 of the Companies Act,2013, a loan made any guarantee given or any
Security Provided in respect of loan to a Joint Venture Company is exempted from the requirement
of the said Sec on.
However, in case if Investment into Joint Venture Companies, Sec 186 will a ract.
So, as per given case, as Century Tex le Ltd advances Loan to Joint Venture Company amoun ng
` 70 Lacs, the said Sec on will not a ract, and Century Tex le Ltd can advance any amount of loan
to JVC, without calcula ng the limits being imposed.

A legal case is handled by the director’s rela ve for a lump sum amount of 4 lacs. Is this a case of
20 office or place of profit? Will it require compliance u/s 188 ?
It is not office or place of profit but Sec on 188 will be triggered only if value of such services
availed from rela ve exceeds lower of 10% of turnover or 50 Crs.

A company named Reliance Industries Limited enters into purchase / sale of goods with its director
21 Anil Ambani. The value of the transac on is ` 150 cr. The turnover of the company is ` 2000 cr.
What are the legal compliance that a company will have to do?
As per sec on 188 of the Companies Act, 2013, when a company enters into a contract with a
related party for purchase / sales of goods, then certain formali es are to be done. As Anil Ambani
(director of the company) is a related party, following steps are to be done:-
Step 1 :- Audit Commi ee Approval to be obtained.
Step 2 :- Prior Board resolu on at board mee ng to be passed assuming transac on is not at arms
length basis and not in ordinary course of business.
Step 3 :- Prior ordinary resolu on at general mee ng
If RPT > 10% of turnover of the company or 100 cr. [whichever is lower]
Therefore prior OR is required because RPT > 100 cr. [lower of the two].
Step 4 :- Directors Report shall contain the reason for entering such contracts.
Step 5 :- Details of such contracts must be entered in a separate register as per Sec on
189.
If RPT is in ordinary course and at arms length, then step 1 and 2 is not required. Explain material
related party transac ons as per SEBI LODR.

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 Amit Bachhawat
QuesƟons and Answer

What will be the addi onal points in answer if the same ques on as above is asked, where the
22 company is a listed company, and it enters into series of transac ons with same related party.
It has to obtain prior approval of audit commi ee. If the company is a listed company, it now has
to undergo the following addi onal procedure. The Audit Commi ee may grant omnibus approval
(valid for a period of 1 year) for RPT subject to the following condi ons:-
• Criteria for gran ng omnibus approval is in line with the policy on RPT of the company and
such approval shall be applicable in respect of transac ons which are REPETITIVE in nature.
• Omnibus approval shall specify :-
(i) The name(s) of the related party, nature of transac on, period of transac on, maximum
amount of transac on that can be entered into.
(ii) The indica ve, base price / current contrac ng price and the formula for varia on in the price,
if any, and
(iii) Such other condi ons as the audit commi ee may deem fit.
However, where the transac ons are not foreseen, then such omnibus approval can be given for
an amount upto ` 1 Cr per transac on. Since transac on value is less than 10% of consolidated
turnover, no requirement of OR by shareholders under Lis ng Agreement but OR will be taken as
per Companies Act 2013.

A company enters into a RPT with a public Company, where director of former Company is also a
23 Director. Comment
Sec on 188 of the Companies Act, 2013 is a racted if a Company enters into certain transac ons
with a public company in which its director does holds along with his rela ve more than 2% of the
public Company’s paid up share capital then formali es for RPT transac on as per Sec on 188 of
the Companies Act, 2013 is required.

A Director of X1 Limited (Subsidiary Co.) gives a post to his rela ve in X Limited (Holding Co. of
24 X1 Limited) with a remunera on of 3 Lacs p.m. Does the rela ve hold an office or place of profit
requiring compliance under Sec on 188 ? What will be your answer if brother’s son of director is
appointed?
According to Sec on 188 of the Companies Act, 2013, When rela ve of a director is appointed
to an office of place of profit in the same company or its subsidiary or its associate company and
whose monthly remunera on is more than ` 2.5 lacs per month, then prior SR in GM in required
and other formali es as per Sec 188 In the above case, the director of subsidiary company gives a
post to his rela ve in holding company. Sec on 188 is not a racted. If brother’s son of a director
is appointed Sec on 188 will not be applied since brother’s son is not included in the defini on of
the term rela ve.

A legal case is handled by the director’s rela ve for a lump sum amount of ` 4 lacs. Is this a case
25 of office or place of profit? Will it require compliance u/s 188 ?
It is not office or place of profit but Sec on 188 will be triggered only if value of such services
availed from rela ve exceeds lower of 10% of turnover or ` 50 Crs.

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 Amit Bachhawat
QuesƟons and Answer

Can Interested Director vote at Board Mee ng of Public Company and Private Company (Sec 184
26 - As per Sec 184 in a public company interested director cannot vote at Board Mee ng, but in a
private Company as per MCA Circular interested director can vote. A er disclosing his interest at
the Board Mee ng.

Is Secretarial audit compulsory for every Co.?

27
Discuss the provision of Sec. 204.

Discuss the func on of a CS as per 205?

28

Write a short note on Separa on of the Role of CEO & Chairman as per Sec on 203?
29

The company secretary of a company, having a paid up share capital of more than ` 5 crores,
30 resigned and le the company. The company has not appointed his successor. Meanwhile, it has
started incurring losses. Its sales have declined and financial posi on became weak. Can it be a
valid reason for not appoin ng a whole- me secretary? How long can the company delay the
appointment ? What penalty can be imposed ? Will the liability extend to all the directors or only
to the managing director ?
Hints : According to Sec on 203 read along with Rules 8 and 8A of the Companies (Appointment
and Remunera on of Managerial Personnel) Rules, 2014, a company having a paid-up share capital
of ` 5 crore or more must appoint a whole- me secretary possessing the prescribed qualifica ons.
In case the secretary resigns and leaves the company, the resul ng vacancy shall be filled up by
the Board at a mee ng of the Board within a period of six months from the date of such vacancy
[Sec on 203(4)].Therefore, the company should take all the necessary steps for the appointment of
the new secretary within the s pulated ; period of six months.
Here the company has not appointed a new secretary on the ground that it has started ‘incurring
losses, its sales have declined and financial posi on has become weak. The ; argument may not find
favour with the authori es. The company shall be punishable with f fine which shall not be less than
one lakh rupees but which may extend to five lakh rupees -and every director and key managerial
personnel of the company who is in default shall be punishable with fine which may extend to
fi y thousand rupees and where the contraven on lis a con nuing one, with a further fine which
may extend to one thousand rupees for every day a er the first during which the contraven on
con nues [Sec on 203(5)].

Mr. A is Managing Director of PQR Ltd and XYZ Ltd, wants to appoint him as its Managing Director.
31 Can XYZ Ltd do so?
As per the provisions of Sec on 203 of the Companies Act,2013,a Company may appoint a person
as its Managing Director , if he is the Managing Director or Manager of one , and of not more than
one, other Company and such appointment or employment is made or approved by a resolu on
passed at, mee ng of Board with the consent of all the Directors present at the mee ng.
Special no ce has been given to all the Directors then in India.
In the above case, Mr. A. Managing Director of PQR Ltd,is appointed as Managing Director of XYZ
Ltd.

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 Amit Bachhawat
QuesƟons and Answer

The above appointment is valid subject to the approval by a resolu on passed at a mee ng of the
Board with the consent of all the Directors present at the mee ng.

32 Can Dividend be claimed by shareholder a er being transferred to Investor Educa on and Protec on
Fund ?

33 A resolu on was passed by the shareholders in an. annual general mee ng approving final dividend
@ 20% for the financial year 2013-14- and one month later the Board of directors decided to pay
further dividend @ 5% for the financial year 2007-08. Comment.

Hints: It cannot declare addi onal dividend a er declara on of final dividend

34 For what purpose le fund can be u lized Sec on 125(3)?

35 SKD an employee of Moreh Ltd. met with an accident and died. The accident occurred when SKD
was on Company’s duty. He held one hundred shares partly paid. Normally the Company has a first
and paramount lien on the shares. The Board of Directors, however, relaxed the said provision with
regard to the hundred shares held by SKD as a goodwill gesture on the part of the Company. Is the
ac on of the Company valid?
State the reasons. Also state whether the Company’s lien can be extended to dividend payable on
such shares.
A Company cannot have lien on shares unless provided in the Ar cles of Associa on. Therefore
provision to this effect should be in the ar cles. As per Regula on 9 of Table F of the First Schedule
to the Companies Act, 2013 in which standard Ar cles of Associa on of a company limited by shares
are given, the company has first and paramount lien on every share (which has not been fully paid
up for all monies (whether presently payable or not) called or payable at a fixed me in respect of
that share and on all shares which are not fully paid up standing registered in the name of a single
person, for all moneys presently payable by him or his estate to the Company. However, companies
are free to frame their own Ar cles of Associa on and need not follow the Table F. The key point is
that lien is permissible only on partly paid shares and only if provided in the Ar cles of the company.
The Board of Directors may, however, at any me declare any share to be wholly or in part exempt
from the said lien. Hence the decision of the Board of Directors of M/s Moreh Ltd to relax the
provisions of lien in respect of shares held by SKD is in order and valid.
Further, the Company’s lien is extended to all dividends payable on such shares if provided for in the
Ar cles or if Table F is adopted by the company.

36 An unlisted public company whose paid up capital is ` 5 crs. Is it necessary for the unlisted public
company to file the financial statement according to XBRL format?
According to MCA circular an unlisted Public company whose turnover is equal to or more than 100
crs. rupees or the paid up capital is equal to or more than five Crs. rupees shall file the financial
statement in XBRL format.
So, the unlisted public company (given in the ques on) whose paid up share capital is ` 5 crs. Rupees
has to file financial statement in XBRL format.

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 Amit Bachhawat
QuesƟons and Answer

37 Can the books of accounts be kept at any other place in India? If Yes, what procedure needs to be
followed?
As per Companies Act 2013, books of accounts can be kept at any place in India.
Procedure:- The BOD shall pass a BR at BM.
within 7 days of the decision, it shall file with ROC a no ce in wri ng giving the full address of other
place.

38 A Ltd. has a paid up share capital of ` 6 crs. It has 5 directors out of which one is a managing director.
The consolidated financial statement is approved at Board mee ng (BR). The company has CEO who
is also a director of a company, the CFO and the CS. But the financial statement is signed by two
directors whereas (one is M.D) and CEO and CFO. The CS did not sign. Will the financial statement
considered to be authen cated as per law?
As per Sec on 134 of the Companies Act, 2013, a consolidated financial statement which is approved
at BR should be signed by two directors of the company where one is a managing director or the
chair person of the company authorized by the Board of Directors, and the chief Execu ve officer
who is also a director of a company, the CFO and the company secretary. CEO, CFO and CS can
sign wherever they are appointed. But the financial statement of A Ltd. cannot be considered to be
properly authen cate.

39 What shall be penalty and who all shall be considered as officer-in-default for not complying with
the provisions of the Sec on?
Managing Director, Whole me Director in charge of finance, the Chief Financial Officer, any other
person charged by board shall be considered as officer-in-charge- Sec on 128(6)
Penalty:-
I. Imprisonment up to 1 year or
II. Fine minimum 50,000 to maximum 5 lacs or
III. Both

40 Explain the provision rela ng to sec 130, 131 regarding Re-opening of accounts and voluntary
revision of financial statements.

41 Revise the Amendments in MCA Circular rela ng to Considera on of accounts..

42 Gujarat Tex les Limited is having a foreign subsidiary company. The said Indian holding company
failed to furnish par culars of its foreign subsidiary company in its Balance Sheet. Decide the liability
of Gujarat Tex les Limited under the Companies Act, 2013.
Under sec on 129(3) of the Companies Act, 2013, where a company has one or more subsidiaries,
it shall, in addi on to financial statements provided under sub-sec on (2), prepare a consolidated
financial statement of the company and of all the subsidiaries in the same form and manner as that
of its own which shall also be laid before the annual general mee ng of the company along with the
laying of its financial statement under sub-sec on (2).

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 Amit Bachhawat
QuesƟons and Answer

Provided that the company shall also a ach along with its financial statement, a separate statement
containing the salient features of the financial statement of its subsidiary or subsidiaries in such
form as may be prescribed.

43 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 situa ons who is liable for the default
(i) Where financial statements of the company are filed with the ROC a er 10 months from its
due date
(ii) Where financial statements are not at all filed by the company with the ROC

44 Can power to approve annual accounts be delegated by BOD to one or more directors?

Sec on 179 of Companies Act contains ma er which can be only discussed at Board Mee ng. One
of such ma er is approval of financial statements. Hence, this power cannot be delegated.

45 Is Housing finance Co. exempted from filing financial statements in XBRL format?

Yes, as per recent amendment in MCA Circular

46 What are contents of DRS?

47 State about the par culars of Which employers to be men oned in directors report?

48 MCQ Pvt Ltd. decides to form CSR Commi ee but the company has only 2 directors. Should they
form CSR Commi ee?

According to Sec on 135, Companies Act, 2013,

CSR commi ee: (ii) a private company having only two directors on its Board shall cons tute its CSR
commi ee with the 2 Directors.
In the given cases of MCQ Pvt Ltd. they can form CSR commi ee with the 2 directors?

49 Johnson Ltd. a foreign company has 3 directors in CSR Commi ee out of 3 directors 1 director is
resident and 1 is non-resident . Is composi on of CSR commi ee valid?
According to Sec on 135, Companies Act, 2013,
CSR commi ee: (iii) with respect to foreign company covered under the rules the CSR commi ee
shall comprise of at least two persons of which one person shall be as specified under clause (d)
of subsec on (1) of sec on 380 of the Act and another person shall be nominated by the foreign
company
In the given case of Johnson Ltd. has 3 director 1 director is non-resident and le 2 directors are
resident. So with this 2 directors CSR commi ee can be formed.

12
 Amit Bachhawat
QuesƟons and Answer

50 Dell Ltd. fails to spend in CSR then what punishment or fine should be imposed on the company
according to Companies Act 2013?
According to Sec on 135 of Companies Act 2013, If the company fails to spend such amount, The
Board shall in its report made under clause (0) of sub-sec on (3) of sec on 134, specify the reasons
for not spending the amount.
COREX → COMPLY ‘OR’ EXPLAIN IN BOARD REPORT
In the given case of Dell Ltd. the board has to men on the reason of fail in the board report. Fine or
imprisonment is not imposed.

51 Energy Ltd. a computer manufacturing company distributed computer to their employee and they
are considering this distribu on as CSR. Explain.
Corporate social responsibility rules does not consider the benefits extended only to employees as
CSR ac vity.
CSR ACTIVITIES
The CSR ac vi es shall be undertaken by the company as per its stated CSR Policy as projects or
programs or ac vi es, excluding ac vi es undertaken in pursuance of its normal course of business.
In the given case of Energy Ltd. distribu on of computer which is a normal course of business is not
considered as CSR.

52 Core Ltd. decides to spend in CSR but it does not have any CSR trust of its own. So how can Core Ltd.
out source CSR spending?
According to Sec on 135 of Companies Act 2013,
CSR ACTIVITIES
(i) If trust, society or company is not established by the company or its holding or subsidiary or
associated company, it shall have an established track record of three years in undertaking
similar programs or projects.
(ii) The company has specified the project or programs to be undertaken through these en es,
the modali es of u liza on of funds on such projects and programs and the monitoring and
repor ng mechanism.
In the given case, Core Ltd. can follow the above given CSR ac vi es if they do not have trust to
outsource CSR spending.

53 Are the following companies required to conduct internal audit as per Sec 138
(i) Unlisted Public Company with paid up capital 48 crore and turnover 250 crore
(ii) Private company with paid up capital 55 crore
(iii) Private Company whose turnover is 250 crore

54 Explain the duty of the duly of statutory auditor or secretarial audit about material fraud repor ng
u/s 143?

13
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 Amit Bachhawat
QuesƟons and Answer

55 What are addi onal ma ers in audit Report to be reported as per Rules framed by Central Govt. u/s
143(3).

56 For which Companies is the rota on of audit firm compulsory?

57 Which Companies are Not counted in the limit of Max No. of Statutory Audits?

58 Explain the liabili es of auditor if Sec on 143/144 is contravened ?

59 Explain the procedure for Remaining of Auditor u/s 140?

60 Explain the procedure for appoin ng a new CA firm as auditor other than the previous auditor?

61 Men on the list of prohibited service, which an auditor cannot render and in which Cos. he is
prohibited?

Mr S. Singh opts to be appointed as Independent Director of J Ltd. J Ltd. is a Holding company of S

62 Ltd.; where Mr S. Singh was the promoter of S Ltd. Can he be appointed ?
According to Sec on 149 of the companies Act, 2013 a person who is or was a promoter of the
company or its subsidiary its holding or an associate company can not become an Independent
Director in that company. Its a life- me Ban.
Hence, Mr. S. Singh who was a promoter of the subsidiary co (S Ltd.) cannot become Independent
Director in J Ltd..

Mr. X had a pecuniary rela onship with a associate company of Reliance Industries Ltd. before
63 two and half years immediately preceding the current financial year. Can Mr. X be appointed as
Independent Director?
According to Sec on 149 of the companies Act, 2013; a Individual who has or had a pecuniary
rela onship with the company, its holding, subsidiary or associate companies or (their directors) or
(promoters) during the two years immediately preceding the current financial year or during the
current financial year cannot be appointed as Independent Director in that company.
As per given case, Mr. X had a pecuniary rela onship with the associate company of Reliance
Industries Ltd. before 2.5 years immediately preceding the current financial year.
So. Mr. X can be appointed as a Independent Director of Reliance Industries Ltd.

14
 Amit Bachhawat
QuesƟons and Answer

Mr. Bhandari wants to be a Independent Director of Reliance Industries Ltd. But his brother had a
64 pecuniary rela onship with the subsidiary company of Reliance Industries Ltd. amounted to ` 20
Lacs in the previous year preceding the current financial year.
Gross Turnover of the company is ` 900 Lacs.
Total Income is ` 1400 Lacs.
Can Mr. Bhandari be appointed as a Independent Director of the Reliance Industries Ltd.?
According to Sec on 149 of the companies Act, 2013; a person whose rela ve if has or had a pecuniary
rela onship or transac ons with the company its holding, subsidiary or associate company or their
promoters or directors not exceeding two percent or more of the gross turnover or total Income or
fi y lakh Rupees whichever is lower during the two immediately preceding financial year or during
the current financial year.
So, in the given case, Mr. Bhandari can only be appointed as a Independent Director of Reliance
Industries Ltd. If the transac on done does not exceed the amounts given below. Hence to find
whether the transac on exceed the limit or not, we have –
(i) 2% of 900 = 18 Lacs
(ii) 2% of 1400 = 28 Lacs
(iii) 50 Lacs
Lower 18 Lacs
Hence 20 Lacs > 18 Lacs.
So, Mr. Bhandari cannot be appointed as Independent Director of Reliance Industries Ltd..

Mr. Pandey along with his son has held 3% of the total vo ng power in the Z Ltd. in the year preceding
65 the current financial year. Can Mr. Pandey be appoint ed as a Independent Director of Z Ltd.?
According to Sec on 149 of the companies Act, 2013; if a person holds together with his rela ves
two percent or more of the total vo ng power of the company in the current financial year, he
cannot be appointed as Independent Director of that company.
In the given case, although Mr. Pandey together with his son held more than two percent of the
total vo ng power of Z Ltd. but the given criteria would not apply other than in current financial
year.
So, Mr. Pandey can be appointed as Independent Director of Z Ltd.

Discuss about the Liabili es of Independent directors?

66

X is a addi onal director later on promoted as M.D. at coming AGM his AD will come to an end. Can
67 he con nue as MD a er AGM?
Step 1 AD will vacate office at AGM. If his directorship comes to an end then he cannot con nue as
MD.
Step 2 If AD is appointed as a full fledged director in AGM a er complying with Sec 160 then he is
s ll a director and can con nue as MD for remaining period.

15
15
 Amit Bachhawat
QuesƟons and Answer

Due to internal problems in the working of MIs Infigh ng Detergents Ltd., Mr. Satyam and Mr.
68 Shivam, a Director, have submi ed their resigna ons and decided to disassociate themselves
with the working of the company. Mr. Sundram, the Managing Director, decides to refuse their
resigna ons. Examine whether the Managing Director can compel Mr. Satyam and Mr. Shivam to
con nue as per the provisions of the Companies Act, 2013.
OR
Mr. Raj, a director of POL Ltd., submi ed his resigna on from the post of director to the Board
of Directors on 36”’ June, 2014 and obtained a receipt therefore on the same day. The Board of
Directors of POL Ltd. neither accepted the resigna on nor did it file the required form with the
Registrar of Companies. You are required to state whether Mr. Raj ceases to be the Director of POL
Ltd. and if yes, since when?

Sec on 168(1) of the Companies Act, 2013 provides that a director may resign from his office by
giving a no ce in wri ng to the company and the Board shall on receipt of such no ce take note
of the same and company shall in mate the Registrar in Form DIR-12 as prescribed in Companies
(Appointment & Qualifica on of Directors) Rules, 2014 and shall also place the fact of such
resigna on in the report of directors laid in the immediately following general mee ng by the
company.

The proviso to sec on 168(1) states that a director shall also forward a copy of his resigna on along
with detailed reasons for the resigna on to the Registrar within thirty days of resigna on in such
manner as may be prescribed. Under the Companies (Appointment & Qualifica on of Directors)
Rules, 2014 the director shall within 30 days of resigna on forward to the Registrar a copy of his
resigna on alongwith the reasons for his resigna on in Form DIR-11 along with the prescribed fee.
Further, sec on 168(2) states that the resigna on of a director shall take effect from the date on
which the no ce is received by the company or the date, if any, specified by the director in the
no ce, whichever is later.
The law does not give an op on to the Managing Director or the Company or the Board to reject the
rejec on of a director and force him to con nue.
Therefore, in the given case, the Managing Director cannot compel Mr. Satyam and Mr. Shivam to
con nue as directors in view of the above provisions.
Ans for 2nd part: Therefore, in the given case, the resigna on of Mr. Raj is valid and he will cease to
be a director of PQL Ltd with effect from the date of no ce i.e. 30th June 2014 as he has obtained
the receipt of the no ce on the same day.

Whether two or more persons can be appointed as a director of the company by a single resolu on?
69
According to sec on 162(1) one director can be appointed by one resolu on however there is a
excep on to this rule which states that some mes two or more director can be appointed by
single resolu on, if resolu on is earlier passed in shareholder’s mee ng (i.e, GM) that two or more
directors will be appointed by a single resolu on and no shareholder has voted against it.

16
 Amit Bachhawat
QuesƟons and Answer

When a person is convicted of any offence by any law and sentenced to imprisonment for 10 years,
70 can he become a director?
As per Sec on 164 of the Companies Act, 2013 any person who is convicted of any offence and is
sentenced to imprisonment for seven years or more, that person shall not be eligible to become
a director in any company for life me (life me ban). Therefore in the above case, the person can
never become director in any company.

A person was convicted 8 years before in rela on to the offence in dealing with RPT under sec on
71 188. Can he become director in that company or any other company?
As per Sec on 164 of the Companies Act, 2013 a person who is convicted of the offence in dealing
with RPT under sec on 188 at any me during the last preceding five years, is disqualified to
become a director. Hence in the above case, he was convicted 8 years before, so now he can become
director in the same or even in any other company.

Under what circumstances disqualifica ons men oned u/s 164 (1)(d)(e) and (g) shall not take effect
72 / shall be postponed?
The ______ clause of 164(3) _______ for the postponement of disqualifica ons referred to in clause
(d), (e) and (g) of sub-sec on (1)
d e g
court order RPT
I. For 30 days from the date of convic on or order of disqualifica on.
II. When an appeal or pe on is preferred within 30 days against the order, un l the expiry of 7
days from the date on which such appeal or pe on is disposed of.
III. When future appeal or pe on is preferred then 7 days un l such further appeal or pe on is
disposed of.

Mr. A is the director in 20 companies. Out of which 10 are public companies; two are private
73 companies which are a subsidiary of a public company and rest are private companies. Can he hold
such number of directorships?
As per Sec on 165 of companies Act, 2013, no person shall hold office as a director, including any
alternate directorship in more than 20 companies at the same me. Provided that the maximum
number of public companies, in which a person can be appointed as director shall not exceed 10.
Directorships in private companies that are either holding or subsidiary of a public company shall
be included.
In the above case, Mr. A shall not hold 20 directorships because he cannot hold director¬ships in 12
public companies. (10 + 2 public companies H/S) including the Pvt. companies which are holding or
subsidiary of public companies.
Maximum limit = 20 companies.
Maximum limit for public. Companies = 10 including Holding / Subsidiary of public company.
Note: [However, as per SEBI LODR Mr. A can held the posi on in seven Listed Companies
as Independent Director and if he is WD in any Listed company then he can be appointed as
Independent Director in three other Listed Companies.]

17
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 Amit Bachhawat
QuesƟons and Answer

Mr. A, director of AB Ltd. absents himself from all the mee ngs of the BOD. He had seeked the
74 leave of absence of the board. But the company found out that Mr. A was a director in 10 other
companies and was duly present in all the mee ngs of those companies Mr. A had seeked leave on
medical grounds. Can he con nue to remain the director of AB Ltd.?
As per Sec on 167 (1) (b) of the Companies Act , 2013, the office of a director shall become vacant
in case, he absents himself from all the mee ngs of the Board of Directors held during a (period of
12 months with or without seeking leave of absence of the Board).
In the above case, Mr. A cannot remain the director of AB Ltd. He will have to vacate his office
because the Act states that the director must vacate office if he absents himself either with or
without seeking leave of absence from all the mee ngs of the Board held during a period of twelve
months.

Mr. A is a director of AB Ltd. serves a wri en no ce to the company for his resigna on sta ng that
75 his resigna on shall be valid from 10th January. The company received the no ce on 8th January.
Will the resigna on be held effec ve from 10th January or not?
As per Sec on 168, the resigna on of the director shall be effec ve from 10th January, the later of
two dates. Resigna on does not require acceptance from the company as per companies Act, 2013.

Revise MCA circular giving relaxa on to certain private companies?

76

75% holding
77 H Ltd. S Ltd.
Sec
uri n
ty Loa
Bank
Is Sec on 185 a racted?
Excep ons to Sec on 185 of the Companies Act, 2013 as per Companies Amendment Act 2015
• Where Bank guarantee is involved
• Exemp on available even if it is not 100% subsidiary.
• Condi on : Subsidiary Companies u lise the loan for principal business ac vi es.

What are the consequences of not complying with Sec- 185?

78
If any loan is advanced or guarantee is given or security is provided in contraven on of Sec on 185,
then, the company shall be punishable with fine which shall not be less than five lakh rupees but
which may extend to twenty five lakh rupees and the director or other person to whom loan is
given or guarantee given or security provided in connec on with a loan taken by him or the other
person, shall be punishable with fine which shall not be less that ` 5 lacs but which may extend to
` 25 lacs or with imprisonment for a term which may extend to six months, or both.

What are the Powers of Search and Seizure of ROC u/s 209.
79

18
 Amit Bachhawat
QuesƟons and Answer

# What are the Powers of Search and Seizure of Inspector u/s 220.
80
Search & Seizure
SECTION - 209 Powers of ROC. SECTION - 220 Power of Inspector.
(i) Permission from Special Court is Required. (i) NO such Permission Required.
(ii) 180 days Time Limit to return the books and (ii) NO such me limit.
papers.

Revise Inves ga on by SF10 Sec on 212 (No fied)

81

A majority of the Board of directors of M/s High Value Infotech Ltd. have realised that some of
82 the business ac vi es carried out in the name of the company are not in the interest of either
the company or its members. They want that the company should make an applica on to the
Central Government to appoint an Inspector to carry out inves ga on and find out the whole truth.
Explain the steps that should be taken to achieve the purpose and dra the applica on under the
Companies Act, 2013.
1. According to sec on 210 (1) of the Companies Act, 2013 the Central Government may order an
inves ga on into the affairs of the company, if it of the opinion that it is necessary to do so:
(a) on the receipt of a report of the Registrar or inspector under sec on 208;
(b) on in ma on of a special resolu on passed by a company that the affairs of the company
ought to be inves gated;
(c) in public interest.
2. According to sec on 210(3) of the Companies Act, 2013, the Central Government may appoint
one or more persons as inspectors to inves gate into the affairs of the company and to report
thereon in such manner as the Central Government may direct.
In the given case, the majority of directors are already of the view that the affairs of the company
are not conducted in a manner beneficial either to the company or to the members and want to
make an applica on to the Central Government to appoint an inspector. Therefore, the steps to be
carried out for the purpose will be as under:
(i) Convene an Extraordinary General Mee ng of members for passing the required special
resolu on. The provisions for convening the mee ng should be complied with and the
explanatory statement with the no ce of the mee ng must provide full details of the proposed
special resolu on.
(ii) Once the special resolu on is passed, a copy of it along with the copy of the no ce should be
filed with the Registrar;
(iii) An applica on should be made under sec on 210 (1) to the Central Government reques ng it
to appoint an inspector to inves gate the affairs of the company.
(iv) The Central Government on receipt of such no ce will ask for informa on, documents and
other suppor ng evidence and may order an inves ga on only if it is of the opinion that an
inves ga on is warranted. It may appoint one or more inspectors to inves gate into the affairs
of the company and to report thereon in such manner as it may direct.

19
19
 Amit Bachhawat
QuesƟons and Answer

Dra Applica on:

High Value InfoTech Ltd. (Address) Date:
The Secretary,
Ministry of Corporate Affairs,
New Delhi
Sir,
At a mee ng of the shareholders of the company held on at the members have passed the following
resolu on as a Special Resolu on:
“Resolved that the Central Government be approached to appoint one or more Inspector to carry
out an inves ga on into the affairs of the company to determine whether the ac vi es in the name
of the Company are being carried on in a manner which is against the interest of either the company
or its members.
Resolved further that the Board of Directors be and is hereby authorized to make necessary
applica on to the Central Government for this purpose and submit the necessary documents and
informa ons as may be required by the Central Government in this regard”.
The above referred special resolu on was passed at an extraordinary general mee ng of the
company held on …………
It is, therefore, prayed that the Central Government be pleased to appoint as per sec on 210 of the
Companies Act, 2013, an inspector to inves gate the affairs of the company regarding the ma ers
men oned in the above resolu on and communicate its decision to the company.
Yours faithfully,
For and on behalf of High Value InfoTech Ltd. Secretary.

Examine with reference to the provisions of the Companies Act, 2013 whether the following
83 companies can be treated as foreign companies:
a) A company incorporated outside India having a share registra on office at Mumbai.
b) Indian ci zens incorporated a company in Singapore for the purpose of carrying on business
there.
c) As per provisions of the Companies Act, 2013, what is the status of XYZ Ltd., a Company
incorporated in London, U.K., which has a share transfer office at Mumbai?
Sec on 2(42) of the Companies Act, 2013 defines a “foreign company” as any company or body
corporate incorporated outside India which:
(a) Has a place of business in India whether by itself or through an agent, physically or through
electronic mode; and
(b) Conducts any business ac vity in India in any other manner.
Accordingly, to qualify as ‘foreign company’ a company must have both the following features:
(a) it must be incorporated outside India; and
(b) it should have a place of business in India.
(c) That place of business my be either in its own name or through an agent or may even be
through the electronic mode; and

20
 Amit Bachhawat
QuesƟons and Answer

(d) It must conduct a business ac vity of any nature in India.

(i) Therefore, a company incorporated outside India having a share registra on office at
Mumbai will be treated as a foreign company provided it conducts any business ac vity
in India.
(ii) In the case of a company incorporated in Singapore for the purpose of carrying on business
in Singapore will not fall within the defini on of a foreign company. Its incorpora on by
Indian ci zen is immaterial. In order to be a foreign company it has to have a place of
business in India and must conduct a business ac vity in India.
(iii) From the above defini on, the status of XYZ Ltd. will be that of a foreign company as it is
incorporated outside Inida, has a place of business in India and it may be presumed that
it carries on a business ac vity in India

M/s Joel Ltd. was incorporated in London with a paid up capital of 10 million pounds. Mr. Y an Indian
84 ci zen holds 25% of the paid up capital. M/s. X Ltd. a company registered in India holds 30% of the
paid up capital of Joel Ltd. M/s. Joel Ltd. has recently established a share transfer office at New Delhi.
The company seeks your advice as to what formali es it should observe as a foreign company under
Companies Act, 2013. State briefly the requirements rela ng to filing of accounts with the Registrar
of Companies by the foreign company in respect of its global business as well as Indian business.
OR
DEJY as Company Limited incorporated in Singapore desires to establish a place of business
at Mumbai. You being a prac sing Chartered Accountant have been appointed by the company
as a liaison officer, for compliance of legal formali es on behalf of the company. Examining the
provisions of the Companies Act, 2073, state the documents you are required to furnish on behalf
of the company, on the establishment of a place of business at Mumbai.
In terms of the defini on of a foreign company under sec on 2 (42) of the Companies Act, 2013 a
“foreign company” means any company or body corporate incorporated outside India which:
a. Has a place of business in India whether by itself or through an agent, physically or through
electronic mode; and
b. Conducts any business ac vity in India in any other manner.
Further, sec on 379 states that where not less than 50% of the paid-up share capital, whether
equity or preference or partly equity and partly preference, of a foreign company is held by one or
more ci zens of India or by one or more companies or bodies corporate incorporated in India, or by
one or more ci zens of India and one or more companies or bodies corporate incorporated in India,
whether singly or in the aggregate, such company shall comply with the provisions of this Chapter
and such other provisions of this Act as may be prescribed with regard to the business carried on by
it in India as if it were a company incorporated in India.
In the case given in the ques on, the following facts are given:
a. Joel Ltd. was incorporated in London and has a place of business (share transfer office), hence,
it is a foreign company.
b. Its share holding comprises of 25% held by Y who is a ci zen of India and 30% by X Ltd. which
is a company registered in India. Together the two Indian shareholders hold 55% of the share
capital of Joel Ltd.

21
21
 Amit Bachhawat
QuesƟons and Answer

Therefore, although Joel Ltd. is a foreign company, due to the holding of more than 50% of its share
capital by two Indian en es, it will be covered under sec on 379 and will be treated as a company
incorporated in India or as an Indian Company.
However, it may be noted that under sec on 379, the applica on of the Companies Act, 2013 on
Joel Ltd. will be only in respect of business carried by it in India and not in rela on to its business
anywhere outside India.
The Companies Act, 2013 under Chapter XXII does not require a foreign company to file any
documents in rela on to its global business.
Under sec on 380 of the Act, a foreign company is required to file for registra on within 30 days
of the establishment of a place of business in India the following documents with the Registrar: AS
PER BOOK

What documents are to be submi ed by Foreign Company to the registrar?

85

Explain the provisions rela ng to compounding of Certain offences under Companies Act under
86 sec on 441?

Mr. Joseph, a member of Armaments Ltd., is aggrieved due to failure of the company to make
87 payment of dividend declared in the AGM held in Aug,2015. He makes a complaint, in wri ng,
before the court of competent jurisdic on within the prescribed period of limita on, but the court
refused to take cognizance of the alleged offence. Explain the legal posi on 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

Explain the procedure for obtaining the status of Dormant Company sec. 455?
88

Can appeal be made against the order of adjudica ng officer imposing penalty u/s 454?
89

Write a short note Media on and on Media on & Concilia on panel u/s 442?
90

What are steps for e-filling under MCA 21 ?

91

Write a short note on front office & back office under MCA 21?
92

Inten on the list of forms, under approval services & Interna onal services under MCA 21?
93

Explain the concept of Class Ac on suits in detail u/s 245?

94

22