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BENCHMARX ACADEMY
BHAVIK CHOKSHI
(CA (FINAL AIR 41), CS (CSFC AIR 21), CFA (USA)
WWW.BENCHMARXACADEMY .COM
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INDEX
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INTER CA (NEW)
IPCC (OLD)
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Question 1 MTP October 20 (Old)/MTP October 19 (Old)/ MTP April 19 (Old)/ MTP March 19 (Old)/MTP
March 18 (Old)
Explain the nature of Limited Liability Partnership. Who can be a designated partner in a Limited
Liability Partnership?
Answer
Nature of Limited Liability Partnership: A limited liability partnership is a body corporate formed and
incorporated under the LLP Act, 2008 and is a legal entity separate from that of its partners. A limited
liability partnership shall have perpetual succession and any change in the partners of a limited liability
partnership shall not affect the existence, rights or liabilities of the limited liability partnership.
Designated partners: Every limited liability partnership shall have at least two designated partners who
are individuals and at least one of them shall be a resident in India. In case of a limited liability partnership
in which all the partners are bodies corporate or in which one or more partners are individuals and bodies
corporate, at least two individuals who are partners of such limited liability partnership or nominees of
such bodies corporate shall act as designated partners
Question 2 RTP May 20 (New)/ RTP May 20 (Old)/ICAI May 18 (Old)
Differentiate on ordinary partnership firm with an LLP (Limited Liability Partnership) in respect of the
following:
(1) Applicable Law 2. Number of Partners 3. Ownership of Assets 4. Liability of Partners
Answer
Key Partnerships LLPs
Elements
Applicable Indian Partnership Act The Limited Liability
Law 1932 Partnerships Act, 2008
Number of Minimum 2 and Minimum 2 but no maximum
Partners Maximum 20 (subject limit
to 10 for banks)
Ownership Firm cannot own any The LLP as an independent
of Assets assets. The partners entity can own assets
own the assets of the
firm.
Liability Unlimited: Partners Limited to the extent of their
are severally and contribution towards LLP
jointly liable for except in case of intentional
actions of other fraud or wrongful act of
partners and the firm omission or commission by
and their liability a partner
extends to personal
assets.
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Question 3
RTP November 20 (New)/RTP November 20 (Old)
Explain the provisions related with liability of Limited Liability Partnership (LLP) and its partners as per
LLP Act, 2008.
RTP May 18 (Old)/MTP August 18 (Old)
Explain the Limitations of Liability of Limited Liability Partnership (LLP) and its partners.
Answer
Under section 27 (3) of the LLP Act, 2008 an obligation of an LLP arising out of a contract or
otherwise, shall be solely the obligation of the LLP. The limitations of liability of an LLP and its
partners are as follows:
The Liabilities of an LLP shall be met out of the properties of the LLP;
Under section 28 (1) a partner is not personally liable, directly or indirectly (for an obligation
of an LLP arising out of a contract or otherwise), solely by reason of being a partner in the
LLP;
Section 27 (1) states that an LLP is not bound by anything done by a partner in dealing
with a person, if:
The partner does not have the authority to act on behalf of the LLP in doing a
particular act; and
The other person knows that the partner has no authority or does not know or believe
him to be a partner in the LLP
Under section 30 (1) the liability of the LLP and the partners perpetrating fraudulent
dealings shall be unlimited for all or any of the debts or other liabilities of the LLP.
Question 4 RTP November 20 (New)/ RTP May 19 (Old)/RTP November 19 (Old)/ RTP November 20 (Old)/
ICAI November 19 (Old)/Practice Manual
What are circumstances when LLP can be wound up by the Tribunal. Explain in brief.
Answer
Under section 64 of the LLP Act, 2008, an LLP may be wound up by the Tribunal:
If the LLP decides that it should be wound up by the Tribunal;
If for a period of more than six months, the number of partner s of the LLP is reduced below
two;
If the LLP is unable to pay its debts;
If the LLP has acted against the interests of the integrity and sovereignty of India, the
security of the state or public order;
If the LLP has defaulted in the filing of the Statement of Account and Solvency with the
Registrar for five consecutive financial years;
If the Tribunal is of the opinion that it is just and equitable that the LLP be wound up.
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Write short note on Designated Partner in a Limited Liability Partnership and explain the liabilities
of designated partners.
Answer
“Designated partner” means any partner designated as such pursuant to section 7 of the Limited
Liability Partnerships (LLPs) Act; 2008. As per section 7 of the LLP Act, every limited Liability
Partnership shall have at least 2 designated Partners who are individuals and at least one of them
shall be a resident in India.
Provided that in case of Limited Liability Partnership in which al l the partners are bodies corporate
or in which one or more partners are Individuals and bodies corporate, at least 2 individuals who
are partners of such limited liability partnership or nominees of such bodies corporate shall act as
designated partners
“Liabilities of designated partners”
As per Section 8 of LLP Act, unless expressly provided otherwise in this Act, a designated partner
shall be-
(a) responsible for the doing of all acts, matters and things as are required to be done by the
limited liability partnership in respect of compliance of the provisions of this Act including
filing of any document, return, statement and the like report pursuant to the provisions of this
Act and as may be specified in the limited liability partnership agreement; and;
(b) liable to all penalties imposed on the limited liability partnership for any contravention of those
provisions.
Question 6 Practice Manual
Explain Garner V/S Murrary rule applicable in the case of partnership firms. State, when is this
rule not applicable.
Answer
Garner vs. Murray rule: When a partner is unable to pay his debt due to the firm, he is said to
be insolvent and the share of loss is to be borne by other solvent partners in accordance with
the decision held in the English case of Garner vs. Murray. According to this decision, normal loss
on realisation of assets is to be brought in cash by all partners (including insolvent partner) in the
profit sharing ratio but a loss due to insolvency of a partner has to be borne by the solvent partners
in their capital ratio. In order to calculate the capital ratio, no adjustment will be made in case of
fixed capitals. However, in case of fluctuating capitals, ratio should be calculated on the basis of
adjusted capital before considering profit or loss on realization at the time of dissolution.
Non-Applicability of Garner vs Murray rule:
1. When the solvent partner has a debit balance in the capital account.
Only solvent partners will bear the loss of capital deficiency of insolvent partner in their capital
ratio. If incidentally a solvent partner has a debit balance in his capital account, he will escape
the liability to bear the loss due to insolvency of another partner.
2. When the firm has only two partners.
3. When there is an agreement between the partners to share the deficiency in capital account
of insolvent partner.
4. When all the partners of the firm are insolvent.
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Answer
(a) Equity shares with Differential Rights means the share with dissimilar rights as to dividend,
voting or otherwise.
(b) No. Preference shares cannot be issued with differential rights. It is only the equity shares,
which are issued with differential rights.
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scheduled Bank that has become repayable or interest payable thereon or dues with respect
to statutory payments relating to its employees to any authority or default in crediting the
amount in Investor Education and Protection Fund to the Central Government;
(h) The company has not been penalized by Court or Tribunal during the last three years of any
offence under the Reserve Bank of India Act, 1934, the Securities and Exchange Board of
India Act, 1992, the Securities Contracts Regulation Act, 1956, the Foreign Exchange
Management Act, 1999 or any other special Act, under which such companies being regulated
by sectoral regulators.
Question 3 MTP August 18 (Old)
What are the conditions to be fulfilled by a company to buy-back its equity shares as per the
companies Act, 2013. Explain in brief.
Answer
As per the provisions of the Companies Act, 2013:
No company shall purchase its own shares or other specified securities unless—
(a) the buy-back is authorised by its articles;
(b) a special resolution has been passed in general meeting of the company authorising the buy-
back; however, if the buy back is upto 10% of paid up equity + free reserves, the same may be
done with the authorization of the Board Resolution without the necessity of its being
authorized by the articles of association of the company and by a special resolution of its
members passed at a general meeting of the company.
(c) the buy-back must be equal or less than twenty-five per cent of the total paid-up capital and
free reserves of the company: (Resource Test)
(d) Further, the buy-back of shares in any financial year must not exceed 25% of its total paid-
up capital and free reserves: (Share Outstanding Test)
(d) the ratio of the debt owed by the company (both secured and unsecured) after such buy- back
is not more than twice the total of its paid up capital and its free reserves: (Debt-Equity Ratio
Test)
Note: Central Government may prescribe a higher ratio of the debt than that specified under this
clause for a class or classes of companies.
(e) all the shares or other specified securities for buy-back are fully paid-up;
(f) the buy-back of the shares or other specified securities listed on any recognised stock
exchange is in accordance with the regulations made by the Securities and Exchange Board
of India in this behalf;
No offer of buy back under this sub section shall be made within a period of one year reckoned
from the date of closure of a previous offer of buy back if any. Section 69 (1) of the Companies
Act also states that where a company purchases its own shares out of the free reserves or
securities premium account, a sum equal to the nominal value of shares so purchased shall be
transferred to the Capital Redemption Reserve Account and details of such account shall be
disclosed in the Balance Sheet.
The shares or other specified securities which are proposed to be bought-back must be fully paid-
up.
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Example A Ltd. and B Ltd. A Ltd. takes over B Ltd. is formed to take over the
amalgamate to the business of business of an existing
form C Ltd. another existing companyA Ltd.
company B Ltd.
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What are the contents of “Liquidators’ statement of account”? How frequently does a liquidator
have to submit such statement?
Answer
The statement prepared by the liquidator showing receipts and payments of cash in case of voluntary
winding up is called “Liquidators’ statement of account”. There is no double entry involved in the
preparation of liquidator’s statement of account. It is only a statement though presented in the form
of an account.
While preparing the liquidator’s statement of account, receipts are shown in the following order :
(a) Amount realised from assets are included in the prescribed order.
(b) In case of assets specifically pledged in favour of creditors, only the surplus from it, if any,
is entered as ‘surplus from securities’.
(c) In case of partly paid up shares, the equity shareholders should be called up to pay
necessary amount (not exceeding the amount of uncalled capital) if creditors’ claims/claims
of preference shareholders can’t be satisfied with the available amount. Preference
shareholders would be called upon to contribute (not exceeding the amount as yet uncalled
on the shares) for paying of creditors.
(d) Amounts received from calls to contributories made at the time of winding up are shown
on the Receipts side.
(e) Receipts per Trading Account are also included on the Receipts side.
Payments made to redeem securities and cost of execution and payments per Trading
Account are deducted from total receipts.
Payments are made and shown in the following order :
(a) Legal charges;
(b) Liquidator’s expenses;
(d) Debentureholders (including interest up to the date of winding up if the company is
insolvent and to the date of payment if it is solvent);
(e) Creditors:
(i) Preferential (in actual practice, preferential creditors are paid before debenture
holders having a floating charge);
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Write the LISTS which should accompany the Statement of Affairs, in case of a winding up by
Court.
Answer
Statement of Affairs should accompany the following eight lists in case of winding up by the court:
List A Full particulars of every description of property not specifically pledged and
included in any other list are to be set forth in this list.
List B Assets specifically pledged and creditors fully or partly secured.
List C Preferential creditors for rates, taxes, salaries, wages and otherwise.
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Write short notes on Slip system of posting and double voucher system.
Answer
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Slip system of posting: Under this system used in banking companies, entries in the personal
ledgers are made directly from vouchers instead of being posted from the day book. Pay-in-slips
(used by the customers at the time of making deposits) and the cheques are used as slips which
form the basis of most of the transactions directly recorded in the accounts of customers. As the
slips are mostly filled by the customers themselves, this system saves a lot of time and labour of
the bank staff. The vouchers entered into different personal ledgers are summarised on summary
sheets every day, totals of which are posted to the different control accounts which are maintained
in the general ledger.
Double voucher system: In a bank, two vouchers are prepared for every transaction not involving
cash—one debit voucher and another credit voucher. This system is called double voucher system. The
vouchers are sent to different clerks who make entries in books under their charge. This is designed to
increase the quality of internal check.
What are the restrictions imposed by the Banking Regulations Act, 1949 on payment of dividend
in case of banking companies?
Answer
As per Section 15 of the Banking Regulations Act 1949, a banking company cannot pay dividend
on its shares until all its capitalized expenses including preliminary expenses, organization
expenses, share selling commission, brokerage, amount of losses incurred by tangible assets
and any other item of expenditure not represented by tangible assets are completely written off.
However, as per the Act, it is permissible for a banking company to pay dividend on its shares
without writing off:
(i) The depreciation in the value of its investments in approved securities where such
depreciation has not actually been capitalized or otherwise accounted for as a loss.
(ii) The depreciation in the value of its investments in shares, debentures or bonds (other than
approved securities) where adequate provision for such deprecation has been made to the
satisfaction of its auditors; and
(iii) The bad debts where adequate provision for such bad debts has been made to the
satisfaction of its auditors.
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Banks may shift investments to / from held for sale category to held for trading category with the
approval of the Board of Directors. In case of exigency if the shift has been approved by the
Chief Executive of the Bank or by the head of ALCO, the same must be ratified by the Board of
Directors.
Shifting of investments from held for trading category to available for sale category is generally
not allowed. However, in case such investments are not sold within the stipulated time of 90 days
due to exceptional circumstances such as tight liquidity conditions in the market, extreme volatility
etc, the same may be shifted to the available for sale category with the approval of the Board of
Directors.
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(i) Standard Assets—Standard assets are those which do not disclose any problems and
which do not carry more than normal risk attached to the business. Such an asset is not
a NPA as discussed earlier.
(ii) Sub-standard Assets — Sub-standard asset is one which has been classified as NPA for
a period not exceeding 12 months. In the case of term loans, those where installments of
principal are overdue for period exceeding one year should be treated as sub-standard. In
other words, such an asset will have well-defined credit weaknesses that jeopardize the
liquidation of the debt and are characterized by the distinct possibility that the bank will
sustain some loss, if deficiencies are not corrected.
(iii) Doubtful Assets — A doubtful asset is one which has remained sub-standard for a period
of at least 12 months. A loan classified as doubtful has all the weaknesses inherent in that
classified as sub-standard with added characteristic that the weaknesses make collection
or liquidation in full, on the basis of currently known facts, conditions and values, highly
questionable and improbable.
(iv) Loss Assets — A loss asset is one where loss has been identified by the bank or internal
or external auditors or the RBI inspectors but the amount has not been written off, wholly
or partly. In other words such assets are considered uncollectable or if collected of such
low value that their being shown as bankable assets is not warranted even though there
may be some salvage or recoverable value.
The classification of advances should be done taking into account (i) Degree of well defined credit
weakness and (ii) Extent of dependence on collateral security for the recovery of dues.
The above classification is meant for the purpose of computing the amount of provision to be made
in respect of advances.
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Question 2
RTP November 20 (New)/MTP October 18 (New)
Write short note on Earning value (Equity share) as per NBFC Prudential Norms (RBI) directions
MTP October 18 (New)
Write short note on earning value (equity share) in context of NBFC.
Answer
Earning value means the value of an equity share computed by taking the average of profits after
tax as reduced by the preference dividend and adjusted for extra-ordinary and non-recurring items,
for the immediately preceding three years and further divided by the number of equity shares of
the investee company and capitalized at the following rate:
in case of predominantly manufacturing company, eight per cent;
in case of predominantly trading company, ten per cent; and
in case of any other company, including non-banking financial company, twelve per cent;
Note: If an investee company is a loss making company the earning value will be taken at zero.
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(b) a term loan inclusive of unpaid interest, when the instalment is overdue for a period of six
months or more or on which interest amount remained overdue for a period of six months or
more;
(c) a demand or call loan, which remained overdue for a period of six months or more from the
date of demand or call or on which interest amount remained overdue for a period of six
months or more;
(d) a bill which remains overdue for a period of six months or more;
(e) the interest in respect of a debt or the income on receivables under the head ‘other current
assets’ in the nature of short term loans/advances, which facility remained overdue for a
period of six months or more;
(f) any dues on account of sale of assets or services rendered or reimbursement of expenses
incurred, which remained overdue for a period of six months or more;
Note: As per Non-Banking Financial Company - Systemically Important Non-Deposit taking
Company and Deposit taking Company (Reserve Bank) Directions, 2016, the above six
months criteria for the assets covered under (a) to (f) is 4 months for the financial year ending
March 31, 2017; and from next year ending March 31, 2018 and thereafter it will be 3 months.
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ACCOUNTING STANDARDS
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AS 24 - DISCONTINUING OPERATIONS
Question 2
RTP May 20 (New)
What are the disclosure and presentation requirements of AS 24 for discontinuing operations?
ICAI November 18 (New)
What are the initial disclosure requirements of AS 24 for discontinuing operations?
Answer
An enterprise should include the following information relating to a discontinuing operation in its
financial statements beginning with the financial statements for the period in which the initial
disclosure event occurs:
A. A description of the discontinuing operation(s)
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Answer
A Contingent liability is a possible obligation that arises from past events and the existence of
which will be confirmed only by the occurrence or non-occurrence of one or more uncertain
future events not wholly within the control of the enterprise; or
A present obligation that arises from past events but is not recognized because:
(i) It is not probable that an outflow of resources embodying economic benefits will be required
to settle the obligation; or
(ii) A reliable estimate of the amount of the obligation cannot be made.
An enterprise should not recognize a contingent liability but should be disclosed. A contingent liability
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