MCQ and Case Based Questions

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CHAPTER: 2 INCORPORATION OF COMPANY & MATTERS INCIDENTAL TERETO
Chapter 2 Incorporation of Company and

Matters Incidental thereto
MULTIPLE-CHOICE QUESTIONS
Q1. Vinay and Sanjay made a name reservation application accompanied by requisite fee to
the Registrar for forming a new private company. The Registrar accorded its approval for
reservation of most preferred name Vinanjay Softwares Private Ltd. on 7th July, 2018. By
which date necessary documents for incorporation of the company must be submitted to the
Registrar so that the reserved name does not get lapsed.
(a) Latest by 20th July, 2018
(b) Latest by 27th July, 2018
(c) Latest by 4th August, 2018
(d) Latest by 4th September, 2018
Q2. Mr. Purshottam Prasad, a business graduate from leading B-School, running the chain of
restaurants; as sole proprietor concern; based in Chennai. Mr. Prasad being dynamic
businessman, in order to develop the business; decided to give corporate form to his business;
but concerned with dilution of the control over business decisions.
Mr. Prasad, during some journey met Mr. Chinmay Dass; who is school days friend of Mr.
Prasad and presently working in one of leading corporate advisory firm. Mr. Prasad seeks
advice from Mr. Dass, regarding conversion of sole proprietorship concern to company and
also explain his intention to keep the entire control in his hand. Mr. Dass told, about new type
of company; which can be formed under Companies Act, 2013; One Person Company (OPC).
Mr. Dass quoted section 2 (62), which define 'one person company' , a company which has
only one person as a member.
Mr. Prasad, felt OPC is correct form of business for him, hence promotes an OPC ‘Casa
Hangout Private Limited’ (One Person Company) on 14th September 2019, to which he sold
his sole proprietor business and himself became sole member. Mr. Prasad, appointed his
younger son Mr. Vijay, who was 21 year old then; as Nominee to OPC. Mr. Anand who is old
friend of Mr. Prasad was appointed as director of OPC, Mr. Prasad himself also become
director of company.
Mr. Vijay is professional photographer, and for some certification course went to abroad on
23rd October 2019. He came back on 1st of March 2020. He established photo-studio in form
of OPC ‘Best Click (OPC) Private Limited’ on 20th March 2020, in which Mr. Prasad is
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nominee and he became sole member. In mean time, Mr. Vijay also gave his consent as
nominee to another OPC in which his elder brother Mr. Shankar is sole member.
Mr. Prasad met an accident on 25th March, 2020, in which he lost his life. Nomination clause
invoked, resultantly Mr. Vijay has to take charge over ‘Casa Hangout (OPC) Private Limited’
(One Person Company) as member with immediate effect. On 30 th March, 2020 Mr. Shankar
was appointed as new nominee to ‘Casa Hangout (OPC) Private Limited’, who gave written
consent on 31st March 2020. Mr. Shankar who is investment banker by profession, is of
opinion that ‘Casa Hangout (OPC) Private Limited’ need to amend its object clause and add
‘carry out investment in securities of body corporate’ as one of object.
Financial Period closed on 31st March 2020. Financial statements of ‘Casa Hangout (OPC)
Private Limited’, which is not containing cash flow statement; signed by Mr. Anand (who left
as only director after death of Mr. Prasad).
A. With reference to appointment of Mr. Vijay and Mr. Shankar as nominee to ‘Casa Hangout
(OPC) Private Limited’, out of followings, who is eligible to be nominee of OPC?
(a) Any natural person excluding minor
(b) Any legal person excluding minor
(c) Any natural person, who is resident of India; but excluding minor
(d) Any natural person, who is resident as well as citizen of India; but excluding minor
B. Mr. Shankar if wish to withdraw his consent as nominee, can do so; by giving written
notice to
(a) Director of OPC and to sole member of company
(b) Director of OPC and to Registrar of companies
(c) Sole member of company and to OPC
(d) Sole member of company and to Registrar of companies
C. With reference to legal position of Mr. Vijay as member/s and nominee/s to various OPCs,
Which of the following statement is correct in reference to ceiling limit in relation to
membership and being nominee to OPC? A person, other than minor; at specific point of
time;
(a) Can be member in any number of OPCs but nominee in one OPC
(b) Can be member in one OPC and nominee in any number of OPCs
(c) Can be member in one OPC and nominee in another one OPCs
(d) Can be member and nominee both in any number of OPCs
D. Which of following statement is correct, in reference to requirement for financial
Statements of ‘Casa Hangout (OPC) Private Limited’
(a) Must be signed by one director
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(b) Must be signed by at-least by two directors

(c) Must contain cash flow statement as part of financial statements
(d) None of the above
E. With reference to opinion of Mr. Shankar to add ‘carry out investment in securities of
body corporate’ object, ‘Casa Hangout (OPC) Private Limited’
(a) Can’t carry out non-banking financial investment activities & investment in
securities of body corporate
(b) Can’t carry out non-banking financial investment, but can invest in securities of
body corporate’
(c) Can carry-out non-banking financial investment & invest in securities of body
corporate’
(d) None of the above
Q3. Ramesh started a new venture of on-line business of supply of grocery items at the doorstep of
consumers. Initially it was having the area of operations of Jaipur City only. He employed some young
boys having their own bikes and allocated the areas which they were accustomed of it, for making
delivery of the grocery items as per their orders. He also got developed a website and Mobile App to
receive the orders on-line. His friend Sudhanshu who is a Chartered Accountant, suggested him to
corporatize this business form, from proprietorship business to a One Person Company (OPC).
Ramesh agreed and a OPC was incorporated in the name of “Ask Ramesh4Online Grocery (OPC) Pvt
Ltd.” (for short OPC-1). In this OPC Ramesh became the member and director and Sudha (the mother
of Ramesh) was made as nominee
After a year Ramesh got married with Rachna. Since the business of on-line supply of grocery
was on rising trend, day by day, he thought to start a new business of supply of Milk and Milk
Products and another OPC in the name of “Rachna Milk Products (OPC) Pvt Ltd” (for short
OPC-2) was incorporated with the help of his professional friend Sudhanshu. In this OPC-2,
Rachna (his wife) became the member and director and Ramesh was named as Nominee.
To summarise the position, the information is tabulated as under
Name of OPC Ask Ramesh4Online Grocery Rachna Milk Products

(OPC) Pvt Ltd [OPC-1] (OPC) Pvt Ltd [OPC-2]
Member and Ramesh Rachna

Director
Nominee Sudha (Mother of Ramesh) Ramesh (Husband of

Rachna)
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After some time, Sudha (the mother of Ramesh) passed away. However, before the death,
Sudha had made a WILL, in which she mentioned that after her demise, her another son
Suresh be made nominee in the OPC-1. When Suresh came to know this fact, he argued with
Ramesh to fulfil the wish of Sudha as per her WILL (Mother of Ramesh and Suresh), but
Ramesh denied this and appointed Rachna (his wife) as nominee.
Aggrieved from the decision of Ramesh for not nominating him (Suresh), Suresh threatened
Ramesh to take appropriate legal action against him for not honouring the WILL of mother
Sudha and consulted his lawyer. Meanwhile due to continuous threatening and hot talks
between Suresh and Ramesh, Rachna became mentally upset and became insane, as certified
by the medical doctor, so lost her capacity to contract. In this situation, Ramesh being the
nominee in OPC-2 became member and director of this OPC-2.
One of the friends of Ramesh advised him to do some charitable work of providing free
education to the girl children of his native village near by Jaipur. Ramesh thought about this
proposal and asked his professional friend Sudhanshu to convert this OPC-2 into Section 8
company
Based on the above facts, answer the following MCQs
1. Since Rachna, being insane, lost the capacity to contract, Ramesh (who was nominee)
became the member of OPC-2. Now who will make nomination for this OPC:
(a) Ramesh in the capacity of husband of Rachna can nominate any person as Nominee
of OPC-2
(b) Ramesh (who was nominee) of OPC-2 has now become member of this OPC and now
as a member of this OPC he can nominate any person as per his choice as Nominee for
this OPC.
(c) When no person is nominated, the Central Govt. will make nomination of such OPC-2.
(d) When no person is nominated the Registrar shall order the company to be wound up.
2. Whether conversion of OPC-2 into a company governed by Section 8 is permissible?
(a) Yes, OPC can be converted into Section 8 company
(b) No, OPC cannot be converted into Section 8 company
(c) This OPC-2 can be converted into section 8 company, provided the Central Govt give
license
(d) Providing of free education to girl child do not come under the specified objects
mentioned for eligibility incorporation of section 8 company.
3. Ramesh is a member in OPC-1 and became a member in another OPC-2 (on 2nd April,
2020) by virtue of his being a nominee in that OPC-2. Ramesh shall, by what date, meet
the eligibility criteria that an individual can be a member in only one OPC:
(a) 17th May 2020
(b) 25th August 2020
(c) 26th August 2020
(d) 29th September 2020
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4. After the demise of Sudha (the mother of Ramesh), Rachna was nominated by Ramesh
for OPC-1 as Nominee. But now Rachna has become insane, so what recourse you will
suggest to Ramesh:
(a) Ramesh is required to nominate another person as nominee
(b) Ramesh should wait till Rachna becomes good of her health and able to have the
capacity to contract
(c) Although Rachna has become insane, but if she is able to sign, her nomination in OPC-
1 may continue
(d) Sudhanshu (the Chartered Accountant) who helped in incorporation of OPC-1, may
act as legal consultant on behalf of Rachna
Q4. Shruti, a common friend of Suchitra and Sukanya, got incorporated OPC sometime before
and during a chit-chat with her friends informed them that there is some limit on the
maximum capital which her OPC can have and she would have to convert her OPC either into
a private or public limited company if such limit exceeded. Suchitra and Sukanya who are
desirous of forming a private limited company for carrying on textile trading business, are
unsure about the maximum capital which a private limited company can have. Advise.
(a) A private limited company can have maximum of Rs. One crore as share capital.
(b) A private limited company can have maximum of Rs. Two crores as share capital.
(c) A private limited company can have maximum of Rs. Five crores as share capital.
(d) A private limited company can have unlimited share capital.
Q5. Vinay and Sanjay made a name reservation application accompanied by requisite fee to
the Registrar for forming a new private company. The Registrar accorded its approval for
reservation of most preferred name Vinanjay Softwares Private Ltd. on 7th July, 2018. By
which date necessary documents for incorporation of the company must be submitted to the
Registrar so that the reserved name does not get lapsed.
(a) Latest by 20th July, 2018
(b) Latest by 27th July, 2018
(c) Latest by 4th August, 2018
(d) Latest by 4th September, 2018
Q6. Swastik Private Limited passed a Special Resolution to change its name to Swastik
Darshan Private Limited on 30th May, 2019. Relevant MCA filing was done on due time and
then Company got its new stationery printed on 1st July, 2019. However there was a delay
in issue of Certificate and Company received new certificate on 20th August, 2019 which was
issued on 10th August, 2019. Company wants to enter into a lease agreement for new
premise. When they can do such agreement in new name of the Company?
(a) 30th May, 2019
(b) 1st July, 2019
(c) 20th August, 2019
(d) 10th August, 2019
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Q7. If a company changes its name; which of the following is most accurate:
(a) It is not allowed to use old name in any way
(b) New name should not be identical with old name
(c) Old name should be painted/printed for next 1 year along with new name
(d) Old name should be painted/printed for next 2 years along with new name
Q8. Abhilasha and Amrita have incorporated a ‘not for profit’ private limited company
which is registered under Section 8 of the Companies Act, 2013. One of their friends has
informed them that their company can be categorized as a ‘small company’ because as per
the last profit and loss account for the year ending 31st March, 2019, its turnover was less
than Rs. 2.00 crores and its paid up share capital was less than Rs. 50 Lacs. Advise.
(a) A section 8 company, which meets the criteria of ‘turnover’ and ‘paid-up share
capital’ in the last financial year, can avail the status of ‘small company’ only if it
acquires at least 5% stake in another ‘small company’ within the immediately
following financial year.
(b) If the acquisition of minimum 5% stake in another ‘small company’ materializes in
the second financial year (and not in the immediately following financial year) after
meeting the criteria of ‘turnover’ and ‘paid-up share capital’ then with the written
permission of concerned ROC, it can acquire the status of ‘small company’.
(c) The status of ‘small company’ cannot be bestowed upon a ‘not for profit’ company
which is registered under Section 8 of the Companies Act, 2013.
(d) A section 8 company, if incorporated as a private limited company (and not as public
limited company) can avail the status of ‘small company’ with the permission of
concerned ROC, after it meets the criteria of ‘turnover’ and ‘paid-up share capital’.
Q9. Abhilasha and Amrita have incorporated a ‘not for profit’ private limited company
which is registered under Section 8 of the Companies Act, 2013. One of their friends has
informed them that their company can be categorized as a ‘small company’ because as per
the last profit and loss account for the year ending 31st March, 2019, its turnover was less
than 20 crores and its paid up share capital was less than ` 2 crores. Advise.
(a) A section 8 company, which meets the criteria of ‘turnover’ and ‘paid-up share
capital’ in the last financial year, can avail the status of ‘small company’ only if it
acquires at least 5% stake in another ‘small company’ within the immediately
following financial year.
(b) If the acquisition of minimum 5% stake in another ‘small company’ materializes in
the second financial year (and not in the immediately following financial year) after
meeting the criteria of ‘turnover’ and ‘paid-up share capital’ then with the written
permission of concerned ROC, it can acquire the status of ‘small company’.
(c) The status of ‘small company’ cannot be bestowed upon a ‘not for profit’ company
which is registered under Section 8 of the Companies Act, 2013.
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(d) A section 8 company, if incorporated as a private limited company (and not as public
limited company) can avail the status of ‘small company’ with the permission of
concerned ROC, after it meets the criteria of ‘turnover’ and ‘paid-up share capital’.
Q10. Namita Ceramic Goods Limited having 152 members was incorporated with the main
objects of manufacture of ceramic goods, glazed, unglazed floor and wall tiles, etc. and to
carry on trading in such products. After three years of successful operation, it wants to
diversify its business by entering into the field of manufacturing electronic goods for which
it is required to alter its objects clause. Advise the company in relation to alteration of
Memorandum.
(a) The company can alter its Memorandum of Association by passing an ordinary
resolution and obtaining the confirmation of the Regional Director (RD).
(b) The company can alter its Memorandum of Association by passing a special resolution
at the shareholders’ meeting.
(c) The company can alter its Memorandum of Association in relation to the objects
clause by passing a special resolution at the shareholders’ meeting and obtaining the
confirmation of the Regional Director (RD).
(d) The company can alter its Memorandum of Association in relation to the objects
clause by passing a special resolution at the shareholders’ meeting and
simultaneously publishing the contents of special resolution in two newspapers (one
in English and the other one in vernacular language) circulating in that area
Q11. Anupam incorporated a ‘One Person Company’ (OPC) with his sister Alpana as the
nominee and about three years have passed satisfactorily. Anupam does a number of
charitable works and is associated with three NGOs. His business under his OPC has also
flourished. Now he is planning to convert the OPC into a Section 8 company (i.e. a company
formed with charitable objects). Choose the correct option.
(a) Since the company belongs to Anupam, he has full discretion to convert the OPC either
as a Section 8 company or as a private or public company
(b) Since the company was formed as a private company, the only option available with
Anupam is to convert it into a public limited company.
(c) There is specific prohibition on converting OPC into a Section 8 company; otherwise
it can be converted into a private or public company without any hindrance.
(d) Since Anupam does a lot of charitable works there is no prohibition on converting his
OPC into a Section 8 company.
Q12. In view of the fact that a private company enjoys a number of privileges, Orange Pharma
Limited having 20 members is proposing to convert itself into a private company. For this purpose,
the company needs to alter its articles by inserting three restrictive clauses as specified in Section
2(68) and the consequent change in the name of the company requires:
(a) A special resolution and prior approval of the Central Government.
(b) A special resolution prior approval of the National Company Law Tribunal (NCLT).
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(c) A special resolution and prior approval of the Registrar of Companies (ROC).
(d) A special resolution and prior approval of the State Government.
Q13. Mr. Ajay is a renowned finance professional with wide experience in banking
operations. Due to his experience, he has been appointed as director on the Board of various
companies. He is working as the Executive Director - Finance of Doon Carbonates Limited
(DCL) for the past 4-5 years and heading the finance department there. As per the object
clause of the Memorandum of Association of DCL, it can raise funds by way of loans for the
advancement of its business. Articles of Association of DCL authorizes the directors to
borrow up to INR 50 lakhs on behalf of the company after passing a valid board resolution
and any loans for amounts exceeding the above limit can be raised only after approval at a
general meeting.
Question - The borrowing of the sum of INR 80 lakhs by the directors of DCL is
(a) Void-ab-initio
(b) Void
(c) Voidable
(d) Valid
Q14. The Best Dry Fruits Ltd was incorporated under the Companies Act, 1913. Whether the
provisions of the Companies Act, 2013 shall apply on it:
(a) No, the provisions of the Companies Act, 2013 shall not apply on it.
(b) Yes, the provisions of the Companies Act, 2013 shall apply on it.
(c) The Companies Act, 1913 was enacted by the British Government, hence only an Act
made by British Government shall apply on such company.
(d) Since, this company was incorporated by the British Government, hence the
Companies Act of UK Govt shall apply.
Q15. A Ltd. is holding 61% shares in B Ltd. and B Ltd. holds 51% in C Ltd. State which is the
correct statement here:
(a) C Ltd. is the holding company to A Ltd.
(b) C Ltd. is the holding company to B Ltd.
(c) B Ltd. is the Subsidiary to C Ltd.
(d) Both B Ltd. and C Ltd. are subsidiary to A Ltd.
ANSWERS TO ABOVE QUESTIONS

Q. No. Option Q. No. Option Q. No. Option Q. No. Option
1 b 2.A d 2.B c 2.C c

2.D a 2.E a 3.1 b 3.2 b
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3.3 d 3.4 a 4 d 5 b
6 d 7 d 8 c 9 c
10 b 11 c 12 a 13 c
14 b 15 d
DESCRIPTIVE QUESTIONS-ANSWERS
Question 1 : MNO a One Person company (OPC) was incorporated during the year 2015
-16 with an authorized capital of Rs. 45 lakhs (4.5 lakhs shares of Rs.10 each). The
capital was fully subscribed and paid-up. Turnover of the company during 2015-16
and 2016-17 was Rs. 2 crores and Rs.2.5 crores respectively. Promoter of the company
seeks your advice in the following circumstances, whether MNO (OPC) can convert
into any other kind of company during 2017-18. Please advise with reference to
relevant provisions of the Companies Act, 2013 in the below mentioned
circumstances:
i. If promoter increases the paid up capital of the company by Rs.10 lakhs during
2017-18
ii. If turnover of the company during 2017-18 was Rs.3 crores. [RTP MAY 2019]
Answer 1 : As per Rule 3 of the Companies (Incorporation) Rules, 2014, One Person Company
(OPC) can convert voluntarily into any kind of company except into a company under section
8 of the Act at any time after its incorporation.
Besides, Section 18 of the Companies Act, 2013 provides that a company of any class
registered under this Act may convert itself as a company of other class under this Act by
alteration of memorandum and articles of the company in accordance with the provisions of
the Chapter II of the Act.
According to the above provisions, following are the answers to the given circumstances
i. Where if the promotors increase the paidup capital of the company by Rs.10.00 lakh
during 2017-2018 i.e., to Rs. 55 lakh (45+10= 55), MNO (OPC) may convert itself
voluntarily into any other kind of company.
ii. Where if the turnover of the MNO during 2017-18 was Rs. 3.00 crore, there will be no
change in the answer, as there is no restriction on conversion of OPC into any other
class of company except company registered under section 8.
Question 2 : S Ltd. is a company in which H Ltd. is holding 60% of its paid up share
capital. One of the shareholder of H Ltd. made a charitable trust and donated his 10%
shares in H Ltd. And Rs.50 crores to the trust. He appoints S Ltd. as the trustee. All the
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assets of the trust are held in the name of S Ltd. Can a subsidiary hold shares in its
holding company in this way? [RTP NOV 2019]
Answer 2 : According to section 19 of the Companies Act, 2013 a company shall not hold any
shares in its holding company either by itself or through its nominees. Also, holding company
shall not allot or transfer its shares to any of its subsidiary companies and any such allotment
or transfer of shares of a company to its subsidiary company shall be void.
Following are the exceptions to the above rule
a) where the subsidiary company holds such shares as the legal representative of a
deceased member of the holding company or
b) where the subsidiary company holds such shares as a trustee or
c) where the subsidiary company is a shareholder even before it became a subsidiary
company of the holding company but in this case it will not have a right to vote in the
meeting of holding company.
In the given case one of the shareholders of holding company has transferred his shares in
the holding company to a trust where the shares will be held by subsidiary company. It
means now subsidiary will hold shares in the holding company. But it will hold shares in the
capacity of a trustee. Therefore, we can conclude that in the given situation S Ltd. can hold
shares in H Ltd.
Question 3 : Vintage security equipment limited is a manufacturer of CCTV cameras. It

has raised Rs.100 crores through public issue of its equity shares for starting one more
unit of CCTV camera manufacturing. It has utilized 10 crores rupees and then it
realized that its existing business has no potential for expansion because government
has reduced customs duty on import of CCTV camera hence imported cameras from
China are cheaper than its own manufacturing. Now it wants to utilize remaining
amount in mobile app development business by adding a new object in its
memorandum of association.
Does the Companies Act, 2013 allow such change of object. If not then what advise will
you give to company. If yes, then give steps to be followed. [RTP NOV 2019]
Answer 3 : According to section 13 of the Companies Act, 2013 a company, which has raised
money from public through prospectus and still has any unutilized amount out of the money
so raised, shall not change its objects for which it raised the money through prospectus
unless a special resolution is passed by the company and-
i. the details in respect of such resolution shall also be published in the newspapers
(one in English and one in vernacular language) which is in circulation at the place
where the registered office of the company is situated and shall also be placed on the
website of the company, if any, indicating therein the justification for such change.
ii. the dissenting shareholders shall be given an opportunity to exit by the promoters
and shareholders having control in accordance with SEBI regulations.
Question 4 : Yadav Dairy Products Private limited has registered its articles along with
memorandum at the time of registration of company in December, 2014. Now
directors of the company are of the view that provisions of articles regarding
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forfeiture of shares should not be changed except by a resolution of 90% majority.

While as per section 14 of the Companies Act, 2013 articles may be changed by passing
a special resolution only. Hence, one of the directors is of the view that they cannot
make a provision against the Companies Act, 2013. You are required to advise the
company on this matter. [RTP MAY 2020]
Answer 4 : As per section 5 of the Companies Act, 2013 the article may contain provisions
for entrenchment to the effect that specified provisions of the articles may be altered only if
more restrictive conditions than a special resolution, are met.
The provisions for entrenchment shall only be made either on formation of a company, or by
an amendment in the articles agreed to by all the members of the company in the case of a
private company and by a special resolution in the case of a public company.
Where the articles contain provisions for entrenchment, whether made on formation or by
amendment, the company shall give notice to the Registrar of such provisions in prescribed
manner.
In the present case, Yadav Dairy Products Private Limited is a private company and wants to
protect provisions of articles regarding forfeiture of shares. It means it wants to make
entrenchment of articles, which is allowed. But the company will have to pass a resolution
taking permission of all the members and it should also give notice to Register of Companies
regarding entrenchment of articles.
Company will have to file copy of special resolution with ROC and he will certify the
registration within a period of thirty days. Alteration will be effective only after this
certificate by ROC.
Looking at the above provision we can say that company can add the object of mobile app
development in its memorandum and divert public money into that business. But for that it
will have to comply with above requirements.
Question 5 : Red Limited was incorporated on 1st April, 2014 is facing severe effects
of depression of the economy. Owing to its bad financial status most of the members
have started withdrawing their holding from the company. The company had 250
members on 10th January, 2019. By 15th January, 2019, 244 members had withdrawn
their holding. No new member has invested in the company after 15th February till
date. Now, Mr. A, an existing member has approached you to advise him regarding his
liabilities in such a situation. [RTP NOV 2019]
Answer 5 : According to section 3A of the Companies Act, 2013, If at any time the number of
members of a company is reduced, in the case of a public company, below seven, in the case
of a private company, below two, and the company carries on business for more than six
months while the number of members is so reduced, every person who is a member of the
company during the time that it so carries on business after those six months and is
cognizant of the fact that it is carrying on business with less than seven members or two
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members, as the case may be, shall be severally liable for the payment of the whole debts of
the company contracted during that time, and may be severally sued therefor.
Hence, in the given situation, the number of member in the said public company have fallen
below 7 [250-244=6] and these members have continued beyond the specified limit of 6
months, the reduced members of the company during the period of 1 month shall be
severally liable for the payment of the whole debts of the company contracted during that
time, and may be severally sued therefor.
Question 6 : Vijay, a member of Mayur Electricals Ltd. gave in writing to the company
that the notice for any general meeting be sent to him only by registered post at his
residential address at Kanpur for which he deposited sufficient money. The company
sent notice to him by ordinary mail under certificate of posting. Vijay did not receive
this notice and could not attend the meeting and contended that the notice was
improper.
Decide
i. Whether the contention of Vijay is valid
ii. Will your answer be the same if Vijay remains in London for two months during
the notice of the meeting and the meeting held? [RTP NOV 2020]
Answer 6 : According to section 20(2) of the Companies Act, 2013, a document may be
served on Registrar or any member by sending it to him by post or by registered post or by
speed post or by courier or by delivering at his office or address, or by such electronic or
other mode as may be prescribed.
Provided that a member may request for delivery of any document through a particular
mode, for which he shall pay such fees as may be determined by the company in its annual
general meeting.
Thus, if a member wants the notice to be served on him only by registered post at his
residential address at Kanpur for which he has deposited sufficient money, the notice must
be served accordingly, otherwise service will not be deemed to have been effected.
Accordingly, the questions as asked may be answered as under
i. The contention of Vijay shall be tenable, for the reason that the notice was not
properly served
ii. In the given circumstances, the company is bound to serve a valid notice to Vijay by
registered post at his residential address at Kanpur and not outside India.
Question 7 : Mr. Bindra is holding 950 equity shares of Bio safe Herbals, a section 8
company. Bio safe Herbals is planning to declare dividend in the Annual General
Meeting for the Financial Year ended 31-03-2020. Examine whether the act of the
company is in accordance with the provisions of the Companies Act, 2013. [RTP MAY
2021]
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Answer 7 : According to Section 8(1) of the Companies Act, 2013, the companies licensed
under Section 8 of the Act (Formation of companies with Charitable Objects, etc.) are
prohibited from paying any dividend to their members. Their profits are intended to be
applied only in promoting the objects for which they are formed.
Hence, in the instant case, the proposed act of Bio safe Herbals, a company licensed under
Section 8 of the Companies Act, 2013, which is planning to declare dividend, is not in
accordance to the provisions of the Companies Act, 2013.
Question 8 : Nadeem incorporated a "One Person Company" making his sister Nisha
as the nominee. Nisha is leaving India permanently due to her marriage abroad. Due
to this fact, she is withdrawing her consent of nomination in the said One Person
Company. Taking into considerations the provisions of the Companies Act, 2013
answer the questions given below
A. If Nisha is leaving India permanently, is it mandatory for her to withdraw her
nomination in the said One Person Company?
B. If Nisha maintained the status of Resident of India after her marriage, then can
she continue her nomination in the said One Person Company? [RTP MAY 2021]
Answer 8 : As per Rule 3 & 4 of the Companies (Incorporation) Rules, 2014 following the
answers:
(A) No, it is not mandatory for Nisha to withdraw her nomination in the said OPC as she
is leaving India permanently, as only a natural person who is an Indian citizen and
whether resident in India or not shall be a nominee in OPC.
(B) Yes, Nisha can continue her nomination in the said OPC, irrespective of its residential
status as only a natural person who is an Indian citizen and whether resident in India
or not shall be a nominee in OPC.
Question 9 : AB Limited issued equity shares of Rs. 1,00,000 (10000 shares of Rs.10
each) on 01.04.2020 which have been fully subscribed whereby XY Limited holds 4000
shares and PQ Limited holds 2000 shares in AB Limited. AB Limited is also holding
20% equity shares of RS Limited before the date of issue of equity shares stated above.
RS Limited controls the composition of Board of Directors of XY Limited and PQ
Limited from 01.08.2020. Examine with relevant provisions of the Companies Act,
2013 :
i. Whether AB Limited is a subsidiary of RS Limited?
ii. Whether AB Limited can hold shares of RS Limited?
iii. Whether AB Limited can vote at Annual General Meeting of RS Limited held on
30.09.2020? [RTP NOV 2021]
Answer 9 : This given problem is based on sub-clause (87) of Clause 2 read with section 19
of the Companies Act, 2013.
14
As per sub-clause (87) of Clause 2 of the Companies Act, 2013 "subsidiary company" or
"subsidiary", in relation to any other company (i.e., the holding company), means a company
in which the holding company-
i. controls the composition of the Board of Directors; or
ii. exercises or controls more than one-half of the total voting power either at its own or
together with one or more of its subsidiary companies.
For the purposes of this clause, Explanation is given providing that a company shall be
deemed to be a subsidiary company of the holding company even if the control referred to
in point (i) or point (ii) above, is of another subsidiary company of the holding company.
Whereas Section 19 provides that, no company shall, hold any shares in its holding company
and no holding company shall allot or transfer its shares to any of its subsidiary companies
and any such allotment or transfer of shares of a company to its subsidiary company shall be
void.
Provided that nothing in this sub-section shall apply to a case where the subsidiary company
is a shareholder even before it became a subsidiary company of the holding company.
Here in the instant case, AB Ltd. issued 10,000 equity shares on 1.4.2020 whereby XY Ltd. &
PQ Ltd. holds 4000 & 2000 shares respectively in AB Ltd., Considering 1 share = 1 vote, XY
Ltd. and PQ Ltd. together holds more than one-half (50%) of the total voting power.
Therefore, AB Ltd. will be subsidiary to XY Ltd. & PQ Ltd. from 1.4.2020.
Whereas AB Ltd. is already holding 20% equity shares of RS Ltd. before the date of issue of
equity shares i.e. 1.4.2020.
Further, RS Ltd. controls the composition of Board of Directors of XY Ltd. and PQ Ltd. from
01.08.2020. In the light of sub-clause (87) of Clause 2, RS Ltd. is a holding company of XY Ltd.
and PQ Ltd. (Subsidiary companies).
Following are the answers to the questions ;
i. Yes. In this case AB Ltd. shall be deemed to be a subsidiary company of the holding
company (RS Ltd.) as RS Ltd. controls the composition of subsidiary companies XY
Ltd. & PQ Ltd. as per explanation to sub-clause (87) of Clause 2.
ii. Yes. In this case AB Limited is a subsidiary of RS Limited as AB Ltd. was holding 20%
of equity shares of RS Ltd. even before it became a subsidiary company of the RS Ltd.
(i.e. on 01 08.2020), according to the exception to section 19.
iii. No. The subsidiary company shall have a right to vote at a meeting of the holding
company only in respect of the shares held by it as a legal representative or as a
trustee but not where the subsidiary company is a shareholder even before it became
a subsidiary company of the holding company. Therefore, AB Ltd. cannot vote at AGM
of RS Ltd. held on 30.9.2020.
15
Question 10 : One of the matters contained in the articles of Dhimaan Foundation,

incorporated as a limited company under section 8 of the Companies Act, 2013, was
altered by passing a special resolution in its general meeting and thereafter,
intimation for the same was given to Registrar of Companies.
However, such alteration in the articles was opposed by Dhwaj & Co., a partnership
firm which is its member that there such alteration was not valid.
Advise, as per the provisions of the Companies Act, 2013, whether the contention of
Dhwaj & Co. was valid and whether it can be a member in such company? [RTP MAY
2022]
Answer 10 : According to section 8 of the Companies Act, 2013, a company registered under
this section shall not alter the provisions of its memorandum or articles except with the
previous approval of the Central Government (the power has been delegated to Registrar of
Companies).
Also, a firm may be a member of the company registered under section.
Here, one of the matters of articles of Dhimaan Foundation was altered by passing a special
resolution in its general meeting and thereafter, intimation for the same was given to
Registrar of Companies.
As per the provisions of the Act, it is necessary to take previous approval of the Registrar of
Companies for the same which was not done in the present case and thus the contention of
Dhwaj & Co. was valid.
Also, section 8 allows a firm to be a member of such company and hence, Dhwaj & Co. can be
its member.
Question 11 : Mr. Abhi is a Chartered Accountant and MBA by profession, has been
appointed as an Executive Director on the Board of XYZ Limited. His job profile
includes advising the Board of Directors of the company on various compliance
matters, strategies, business plans, and risk matters relating to the company. Keeping
in view of above position whether Mr. Abhi can be classified as the Promoter of XYZ
Limited? Please examine the same under the provisions of the Companies Act, 2013.
[RTP MAY 2022]
Answer 11 : According to section 2(69) of the Companies Act, 2013, Promoter means a
person:-
a. Who has been named as such in a prospectus or is identified by the company in the
annual return or
b. Who has control over the affairs of the company, directly or indirectly whether as a
shareholder, director or otherwise or
16
c. In accordance with whose advice, directions or instructions the Board of Directors of

the company is accustomed to act.
Provided that nothing in sub-clause (c) shall apply to a person who is acting merely in a
professional capacity.
As the job profile of Mr. Abhi is only limited to advise the Board of Directors on various
compliance matters, strategies, business plans and risk matters relating to business of the
company and that too only in a professional capacity, he will not be classified as a Promoter
of XYZ Limited.
Question 12 : Alfa school started imparting education on 1.4.2010, with the sole
objective of providing education to children of weaker society either free of cost or at
a very nominal fee depending upon the financial condition of their parents. However,
on 30th March 2018, it came to the knowledge of the Central Government that the said
school was operating by violating the objects of its objective clause due to which it was
granted the status of a section 8 company under the Companies Act, 2013. Describe
what powers can be exercised by the Central Government against the Alfa School, in
such a case? [RTP MAY 2019]
Answer 12 : Section 8 of the Companies Act, 2013 deals with the formation of companies
which are formed to promote the charitable objects of commerce, art, science, education,
sports etc. Such company intends to apply its profit in promoting its objects. Section 8
companies are registered by the Registrar only when a license is issued by the Central
Government to them. Since, Alfa School was a Section 8 company and it had started violating
the objects of its objective clause, hence in such a situation the following powers can be
exercised by the Central Government :
i. The Central Government may by order revoke the licence of the company where the
company contravenes any of the requirements or the conditions of this sections
subject to which a licence is issued or where the affairs of the company are conducted
fraudulently, or violative of the objects of the company or prejudicial to public
interest, and on revocation the Registrar shall put ‘Limited’ or ‘Private Limited’
against the company’s name in the register. But before such revocation, the Central
Government must give it a written notice of its intention to revoke the licence and
opportunity to be heard in the matter.
ii. Where a licence is revoked, the Central Government may, by order, if it is satisfied
that it is essential in the public interest, direct that the company be wound up under
this Act or amalgamated with another company registered under this section.
However, no such order shall be made unless the company is given a reasonable
opportunity of being heard.
iii. Where a licence is revoked and where the Central Government is satisfied that it is
essential in the public interest that the company registered under this section should
be amalgamated with another company registered under this section and having
17
similar objects, then, notwithstanding anything to the contrary contained in this Act,
the Central Government may, by order, provide for such amalgamation to form a
single company with such constitution, properties, powers, rights, interest,
authorities and privileges and with such liabilities, duties and obligations as may be
specified in the order.
Question 13 : XY Ltd. has its registered office at Mumbai in the State of Maharashtra.
For better administrative conveniences the company wants to shift its registered
office from Mumbai to Nashik (within the State of Maharashtra). What formalities the
company has to comply with under the provisions of the Companies Act, 2013 for
shifting its registered office as stated above? Explain [RTP MAY 2019]
Answer 13 : The Companies Act, 2013 under section 13 provides for the process of altering
the Memorandum of a company. Since the location or Registered Office clause in the
Memorandum only names the state in which its registered office is situated, a change in
address from Mumbai to Nashik, does not result in the alteration of the Memorandum and
hence the provisions of section 13 (and its sub sections) do not apply in this case.
However, under section 12 (5) of the Act which deals with the registered office of
company, the change in registered office from one town or city to another in the same
state, must be approved by a special resolution of the company. Further, presuming
that the Registrar will remain the same for the whole state of Maharashtra, there will
be no need for the company to seek the confirmation to such change from the Regional
Director.
Question 14 : XY Ltd. has its registered office at Mumbai in the State of Maharashtra.
For better administrative conveniences the company wants to shift its registered
office from Mumbai to Pune (within the State of Maharashtra). What formalities the
company has to comply with under the provisions of the Companies Act, 2013 for
shifting its registered office as stated above? Explain [RTP MAY 2019]
Answer 14 : The Companies Act, 2013 under section 13 provides for the process of altering
the Memorandum of a company. Since the location or Registered Office clause in the
Memorandum only names the state in which its registered office is situated, a change in
address from Mumbai to Pune, does not result in the alteration of the Memorandum and
hence the provisions of section 13 (and its sub sections) do not apply in this case.
However, under section 12 (5) of the Act which deals with the registered office of company,
the change in registered office from one town or city to another in the same state, must be
approved by a special resolution of the company. Further, presuming that the Registrar will
remain the same for the whole state of Maharashtra, there will be no need for the company
to seek the confirmation to such change from the Regional Director.
Question 15 : The Directors of Mars India Ltd. desire to alter capital clause of
Memorandum of Association of their company. Advise them, under the provisions of
18
the Companies Act, 2013 about the ways in which the said clause may be altered. [RTP
MAY 2019]
Answer 15 : Alteration of Capital: Under section 61(1) of the Companies Act, 2013, a limited
company having a share capital may, if authorized by its Articles, alter its Memorandum in
its general meeting to ;
i. increase its authorized share capital by such amount as it thinks expedient
ii. consolidate and divide all or any of its share capital into shares of a larger amount
than its existing shares
However, no consolidation and division which results in changes in the voting percentage of
shareholders shall take effect unless it is approved by the Tribunal on an application made
in the prescribed manner.
i. convert all or any of its paid- up shares into stock and reconvert that stock into fully
paid shares of any denomination
ii. sub-divide the whole or any part of its shares into shares of smaller amount than is
fixed by the Memorandum
iii. cancel shares which, at the date of the passing of the resolution in that behalf, have
not been taken or agreed to be taken by any person, and diminish the amount of its
share capital by the amount of the shares so cancelled.
Further, under section 64, where a company alters its share capital in any of the above
mentioned ways, the company shall file a notice in the prescribed form with the
Registrar within a period of thirty days of such alteration or increase or redemption,
as the case may be, along with an altered memorandum. The memorandum shall be
altered by a special resolution and in compliance with other relevant provisions of
section 13 of the Companies Act, 2013.
Question 16 : The directors of Smart Computers limited borrowed a sum of money

from Mr. Tridev. The company's articles provided that the directors may borrow on
bonds such sums as may, from time to time, be authorized by resolution passed at a
general meeting of the company. The shareholders claimed that there had been no
such resolution authorizing the loan, and therefore, it was taken without their
authority and the company is not bound to repay the loan to Tridev. In the light of the
contention of shareholders, decide whether the company is bound to pay the loan.
[MTP MAY 2020]
Answer 16 : Doctrine of Indoor Management: According to this doctrine, persons dealing
with the company need not enquire whether internal proceedings relating to the contract
are followed correctly, once they are satisfied that the transaction is in accordance with the
memorandum and articles of association.
Stakeholders need not enquire whether the necessary meeting was convened and held
properly or whether necessary resolution was passed properly. They are entitled to take it
for granted that the company had gone through all these proceedings in a regular manner.
19
Thus,
1. What happens internal to a company is not a matter of public knowledge. An outsider can
only presume the intentions of a company, but not know the information he/she is not
privy to.
2. If not for the doctrine, the company could escape creditors by denying the authority of
officials to act on its behalf.
In the given question, Mr.Tridev being a person external to the company, need not
enquire whether the necessary meeting was convened and held properly or whether
necessary resolution was passed properly. Even if the shareholders claim that no
resolution authorizing the loan was passed, the company is bound to pay the loan to Mr.
Tridev.
Question 17 : A group of individuals intend to form a club namely 'Budding Pilots

Flying Club' as limited liability company to impart class room teaching and aircraft
flight training to trainee pilots. It was decided to form a limited liability company for
charitable purpose under Section 8 of the Companies Act, 2013 for a period of ten
years and thereafter the club will be dissolved and the surplus of assets over the
liabilities, if any, will be distributed amongst the members as a usual procedure
allowed under the Companies Act, 2013.
Examine the feasibility of the proposal and advise the promoters considering the prov
isions of the Companies Act, 2013. [MTP NOV 2020]
Answer 17 : According to section 8(1) of the Companies Act, 2013, where it is proved to the
satisfaction of the Central Government that a person or an association of persons proposed
to be registered under this Act as a limited company-
a. has in its objects the promotion of commerce, art, science, sports, education, research,
social welfare, religion, charity, protection of environment or any such other object
b. intends to apply its profits, if any, or other income in promoting its objects; and
c. intends to prohibit the payment of any dividend to its members
the Central Government may, by issue of licence, allow that person or association of
persons to be registered as a limited liability company
In the instant case, the decision of the group of individuals to form a limited liability
company for charitable purpose under section 8 for a period of ten years and thereafter
to dissolve the club and to distribute the surplus of assets over the liabilities, if any,
amongst the members will not hold good, since there is a restriction as pointed out in
point (b) above regarding application of its profits or other income only in promoting its
objects.
Further, there is restriction in the application of the surplus assets of such a company
in the event of winding up or dissolution of the company as provided in sub-section
(9) of Section 8 of the Companies Act, 2013. Therefore, the proposal is not feasible.
20
Question 18 : The persons (not being members) dealing with the company are always
protected by the doctrine of indoor management. Explain. [MTP NOV 2021]
Answer 18 : Doctrine of Indoor Management
According to this doctrine, persons dealing with the company need not inquire whether
internal proceedings relating to the contract are followed correctly, once they are satisfied
that the transaction is in accordance with the memorandum and articles of association.
The doctrine helps to protect external members from the company and states that the people
are entitled to presume that internal proceedings are as per documents submitted with the
The doctrine of indoor management is opposite to the doctrine of constructive notice.
Whereas the doctrine of constructive notice protects a company against outsiders, the
doctrine of indoor management protects outsiders against the actions of a company. This
doctrine also is a safeguard against the possibility of abusing the doctrine of constructive
notice.
Question 19 : What is the minimum number of persons required to form a Private
company and a Public company.
Explain the consequences when the number of members falls below the minimum
prescribed limit. [MTP NOV 2021]
Answer 19 : According to section 3 of the Companies Act, 2013, a company may be formed
for any lawful purpose by—
a. 7 or more persons, where the company to be formed is to be a public company
b. 2 or more persons, where the company to be formed is to be a private company; or
by subscribing their names or his name to a memorandum and complying with the
requirements of this Act in respect of registration.
According to section 3A,
o If at any time the number of members of a company is reduced
➢ in the case of a public company, below 7
➢ in the case of a private company, below 2
and the company carries on business for more than six months while the number of members
is so reduced, then
21
o every person who is a member of the company during the time that it so carries on
business after those six months and is cognizant (aware) of the fact that it is carrying
on business with less than seven members or two members, as the case may be
o shall be severally liable for the payment of the whole debts of the company contracted
during that time (after six months) and may be severally sued therefore.
Question 20 : Gully Gilli Danda Club was formed as a Limited Liability Company under
section 8 of the Companies Act, 2013 with the object of promoting Gilli Danda by
arranging introductory courses at district level and friendly matches. The club has
been earning surplus. Of late, the affairs of the company are conducted fraudulently
and dividend was paid to its members. Mr. A, a member decided to make a complaint
with Regulatory Authority to curb the fraudulent activities by cancelling the licence
given to the company.
i. Is there any provision under the Companies Act, 2013 to revoke the licence? If
so, state the provisions.
ii. Whether the company may be wound up?
iii. Whether the Gully Gilli Danda Club can be merged with Stick Private Limited, a
company engaged in the business of networking? [MTP NOV 2021]
Answer 20 :
i. According to section 8(6) of the Companies Act, 2013, the Central Government may
by order revoke the licence of the company where the company contravenes any of
the requirements or the conditions of section 8 subject to which a licence is issued or
where the affairs of the company are conducted fraudulently, or in violation of the
objects of the company or prejudicial to public interest, and on revocation, the
Registrar shall put ‘Limited’ or ‘Private Limited’ against the company’s name in the
register. But before such revocation, the Central Government must give it a written
notice of its intention to revoke the licence and opportunity to be heard in the matter.
Hence, in the instant case, the Central Government can revoke the license given to
Gully Gilli Danda Club as section 8 company, as the affairs of the company are
conducted fraudulently and dividend was paid to its members which is in
contravention to the conditions given under section 8.
opportunity of being heard. [Section 8(7)].
Hence, the stated company may be wound up.
22
iii. A company registered under this section shall amalgamate only with another
company registered under this section and having similar objects. [Section 8(10)]
In the instant case, Gully Gilli Danda Club cannot be merged with Stick Private Limited
as the objects of both the companies are different and not similar.
Question 21 : Sai along with his six friends desires to incorporate a Section 8 Company
under the Companies Act, 2013. He is seeking your advice in the following matters :
i. What is the minimum paid-up capital requirement in case of a Section 8
Company ?
ii. Whether a firm can be member of the Section 8 Company ?
iii. Whether the Section 8 Company can pay dividend to its members ?
Advise, Sai with reference to the provisions of Companies Act, 2013.
[MTP MAY 2022]
Answer 21 :
i. The requirement of having a minimum paid up share capital shall not apply to a
section 8 company vide notification dated 5th June 2015.
ii. Yes, under section 8(3) of the Companies Act, 2013, a firm may be a member of the
company registered under section 8.
iii. According to Section 8(1)(c) of the Companies Act, 2013, section 8 company cannot
pay dividend to its members as it prohibits the payment of dividends to its members.
Question 22 : Paritosh and friends got registered a company in the name of Taxmann
advisory Private Limited. Taxmann is a registered trademark. After 5 years when the
owner of trademark came to know about the same, it filed an application with relevant
authority. Can the company be compelled to change its name by the owner of
trademark? Can the owner of registered trademark request the company and then
company changes its name at its discretion? [MTP MAY 2022]
Answer 22 : According to section 16 of the Companies Act, 2013 if a company is registered
by a name which,-
o in the opinion of the Central Government, is identical with the name by which a company
had been previously registered, it may direct the company to change its name. Then the
company shall by passing an ordinary resolution change its name within 3 months.
o is identical with a registered trade mark and owner of that trade mark apply to the
Central Government within three years of incorporation of registration of the company,
it may direct the company to change its name. Then the company shall change its name
by passing an ordinary resolution within 3 months.
Company shall give notice to ROC along with the order of Central Government within 15 days
of change. In case of default, company and defaulting officer are punishable.
23
In the given case, owner of registered trademark is filing objection after 5 years of
registration of company with identical name. While it should have filed the same within 3
years. Therefore, the company cannot be compelled to change its name.
As per section 13, company can anytime change its name by passing a special resolution and
taking approval of Central Government. Therefore, if owner of registered trademark
requests the company for change of its name and the company accepts the same then it can
change its name voluntarily by following the provisions of section 13.
Question 23 : Vintage security equipments limited is a manufacturer of CCTV cameras.
It has raised Rs.100 crores through public issue of its equity shares for starting one
more unit of CCTV camera manufacturing. It has utilized 10 crores rupees and then it
realized that its existing business has no potential for expansion because government
has reduced customs duty on import of CCTV camera hence imported cameras from
China are cheaper than its own manufacturing. Now it wants to utilize remaining
amount in mobile app development business by adding a new object in its
memorandum of association. Does the Companies Act, 2013 allow such change of
object. If not then what advise will you give to company. If yes, then give If yes, then
give steps to be followed. [RTP NOV 2019]
Answer 23 : According to section 13 of the Companies Act, 2013 a company, which has
raised money from public through prospectus and still has any unutilized amount out of the
money so raised, shall not change its objects for which it raised the money through
prospectus unless a special resolution is passed by the company and-
i. the details in respect of such resolution shall also be published in the newspapers
(one in English and one in vernacular language) which is in circulation at the place
where the registered office of the company is situated and shall also be placed on the
website of the company, if any, indicating therein the justification for such change.
ii. the dissenting shareholders shall be given an opportunity to exit by the promoters
and shareholders having control in accordance with SEBI regulations.
certificate by ROC.
certificate by ROC.
Question 24 : Octagon Limited is holding 58% of the paid up share capital of Pentagon
Limited. Vijay, one of the shareholders of Octagon Limited, holding 10% shares of the
company, has made a charitable trust. He donated his 10% shareholding in Octagon
Limited and Rs.20 crore to the trust. He appointed Pentagon Limited as the trustee. All
the assets of the trust are held in the name of Pentagon Limited.
24
As per the provisions of the Companies Act, 2013, decide whether Pentagon Limited
can hold shares of Octagon Limited. [MTP NOV 2022]
Answer 24 : According to section 19 of the Companies Act, 2013 a company shall not hold
any shares in its holding company either by itself or through its nominees. Also, holding
company shall not allot or transfer its shares to any of its subsidiary companies and any such
allotment or transfer of shares of a company to its subsidiary company shall be void
Following are the exceptions to the above rule :-
a. where the subsidiary company holds such shares as the legal representative of a
deceased member of the holding company; or
b. where the subsidiary company holds such shares as a trustee; or
c. where the subsidiary company is a shareholder even before it became a subsidiary
company of the holding company but in this case, it will not have a right to vote in the
meeting of holding company.
In the given case, one of the shareholders of holding company (Octagon Limited) has
transferred his shares in the holding company to a trust where the shares will be held by
subsidiary company (Pentagon Limited). It means now subsidiary will hold shares in the
holding company. But it will hold shares in the capacity of a trustee. Therefore, we can
conclude that in the given situation Pentagon Limited can hold shares in Octagon Limited.
Question 25 : Explain the provisions of the Companies Act 2013 relating to the ‘Service
of Documents’ on a company and the members of the company ? [MTP NOV 2022]
Answer 25 : Under section 20 of the Companies Act, 2013 a document may be served on a
company or an officer thereof by sending it to the company or the officer at the registered
office of the company by registered post or by speed post or by courier service or by leaving
it at its registered office or by means of such electronic or other mode as may be prescribed.
However, in case where securities are held with a depository, the records of the beneficial
ownership may be served by such depository on the company by means of electronic or
other mode.
Under section 20 (2), save as provided in the Act or the rule thereunder for filing of
documents with the registrar in electronic mode, a document may be served on Registrar or
any member by sending it to him by post or by registered post or by speed post or by courier
or by delivering at his office or address, or by such electronic or other mode as may be
prescribed. However, a member may request for delivery of any document through a
particular mode, for which he shall pay such fees as may be determined by the company in
its annual general meeting.
Question 26 : The persons (not being members) dealing with the company are always
protected by the doctrine of indoor management. Explain. [MTP NOV 2022]
25

According to this doctrine, persons dealing with the company need not inquire whether
internal proceedings relating to the contract are followed correctly, once they are satisfied
that the transaction is in accordance with the memorandum and articles of association.
The doctrine helps to protect external members from the company and states that the people
The doctrine of indoor management is opposite to the doctrine of constructive notice.
Whereas the doctrine of constructive notice protects a company against outsiders, the
doctrine of indoor management protects outsiders against the actions of a company. This
doctrine also is a safeguard against the possibility of abusing the doctrine of constructive
notice.
Question 27 : P Cricket Club was formed as a Limited Liability Company under Section
8 of the Companies Act, 2013 with the object of promoting cricket by arranging
introductory cricket courses at district level and friendly matches. The club has been
earning surplus. Of late, the affairs of the company are conducted fraudulently and
dividend was paid to its members. Mr. Y, a member decided make a complaint with
Regulatory Authority to curb the fraudulent activities by cancelling the licence given
to the company.
ii. Whether the Company may be wound up?
iii. Whether the P Cricket Club can be merged with Z Net Private Limited, a
company engaged in the business of networking? [MTP NOV 2022]
Answer 27 :
i. According to section 8(6) of the Companies Act, 2013, the Central Government may
Hence, in the instant case, the Central Government can revoke the license given to P
Cricket Club as section 8 company, as the affairs of the company are conducted
26
fraudulently and dividend was paid to its members which is in contravention to the
conditions given under section 8
opportunity of being heard. [Section 8(7)] Hence, the stated company may be wound
up.
company registered under this section and having similar objects. [Section 8(10)].
In the instant case, P Cricket Club cannot be merged with Z Net Private Limited as the
objects of both the companies are different and not similar.
Question 28 : The Articles of Association of a Company may contain provisions for
entrenchment under Section 5 of the Companies Act, 2013. What is meant by
entrenchment provisions in this context? Also state the relevant provisions of the said
Act dealing with entrenchment provisions. [MTP NOV 2022]
Answer 28 : Entrenchment: Usually an article of association may be altered by passing
special resolution but entrenchment makes it more difficult to change it. So, entrenchment
means making something more protective.
Section 5 of the Companies Act, 2013 describes the provisions relating to entrenchment.
Articles may contain provisions for entrenchment [Section 5(3)]: The articles may
contain provisions for entrenchment to the effect that specified provisions of the articles may
be altered only if conditions or procedures as that are more restrictive than those applicable
in the case of a special resolution, are met or complied with.
Manner of inclusion of the entrenchment provision [Section 5(4)]: The provisions for
entrenchment shall only be made either on formation of a company, or by an amendment in
the articles agreed to by all the members of the company in the case of a private company
and by a special resolution in the case of a public company.
Notice to the registrar of the entrenchment provision [Section 5(5)]: Where the articles
contain provisions for entrenchment, whether made on formation or by amendment, the
company shall give notice to the Registrar of such provisions in such form and manner as
may be prescribed.
Question 29 : Mr. Aditya had incorporated a one person company on 07.07.2021. Mr.
Yash was named as a nominee in the memorandum of the said one person company.
Now, Mr. Aditya, considering the perpetual nature of company form of business,
desires to appoint ABC Private Limited as a nominee instead of Mr. Yash. Examine with
reference to the Companies Act, 2013, whether the proposal of Mr. Aditya to appoint
ABC Private Limited as a nominee is valid? [RTP NOV 2022]
27
Answer 29 : As per the provisions of Rule 3(1) of the Companies (Incorporation) Rules,
2014, only a natural person who is an Indian citizen whether resident in India or otherwise-
a. shall be eligible to incorporate a One Person Company (OPC)
b. shall be a nominee for the sole member of a One Person Company (OPC).
By taking into account the above provisions, ABC Private Ltd. cannot be appointed as
nominee in one person company as only natural persons can be appointed as a nominee.
Hence, the proposal of Mr. Aditya to appoint ABC Private Ltd. as a nominee is not valid.
Question 30 : S Ltd acquired 10% paid up share capital of H Ltd on 15th March 2017.
H Ltd acquired 55% paid up share capital of S Ltd on 10th March 2018. H Ltd. on 25th
September, 2020 decided to issue bonus shares in the ratio of 1:1 to the existing
shareholders. Accordingly, bonus shares were allotted to S Ltd. Examine under the
provisions of the Companies Act, 2013 and decide
i. the validity of holding of shares by S Ltd. in H Ltd.
ii. allotment of Bonus shares by H Ltd. to S Ltd. [NOV 2020, 4 Marks]
Answer 30 : As per Section 19 of the Companies Act, 2013, no company shall, hold any shares
in its holding company and no holding company shall allot or transfer its shares to any of its
subsidiary companies and any such allotment or transfer of shares of a company to its
subsidiary company shall be void.
However, this shall not apply where the subsidiary company is a shareholder even before it
became a subsidiary company of the holding company.
In the given case, H Ltd. has acquired 55% paid up share capital of S Ltd. on 10th March 2018.
Whereas, S Ltd. has been holding 10% paid up share capital of H Ltd. since 15th March, 2017.
The said instance as asked in the question falls under the exception stated above.
Therefore
(i) Holding of shares by S Ltd. in H Ltd. is valid in view of the proviso (c) to sub-section
(1) of section 19 of the Act, which states that the restrictions of provisions of section
19(1) will not be applicable where the subsidiary company is a shareholder even
before it became a subsidiary company of the holding company.
(ii) Allotment of bonus shares by H Ltd. to S Ltd. is also valid in view of the above proviso.
Question 31 : The role of doctrine of 'Indoor management' is opposed to that of the
role of 'Constructive notice'. Comment on this statement with reference to the
Companies Act, 2013. [JAN 2021, 5 Marks]
28
According to this doctrine, persons dealing with the company cannot be assumed to have
knowledge of internal problems of the company. They can simply assume that all the
required things were done properly in the company.
The doctrine helps protect external members from the company and states that the people
The doctrine of indoor management was evolved around 150 years ago in the context of the
doctrine of constructive notice. The role of doctrine of indoor management is opposed to of
the role of doctrine of constructive notice. Whereas the doctrine of constructive notice
protects a company against outsiders, the doctrine of indoor management protects outsiders
against the actions of a company.
This doctrine also is a possible safeguard against the possibility of abusing the doctrine of
constructive notice.
Basis for Doctrine of Indoor Management
1. What happens internal to a company is not a matter of public knowledge. An outsider
can only presume the intentions of a company, but not know the information he/she
is not privy to.
2. If not for the doctrine, the company could escape creditors by denying the authority
of officials to act on its behalf.
Exceptions to Doctrine of Indoor Management (Applicability of doctrine of
constructive notice)
Knowledge of irregularity: In case this ‘outsider’ has actual knowledge of irregularity
within the company, the benefit under the rule of indoor management would no longer be
available. In fact, he/she may well be considered part of the irregularity.
Negligence: If, with a minimum of effort, the irregularities within a company could be
discovered, the benefit of the rule of indoor management would not apply. The protection of
the rule is also not available in the circumstances where company does not make proper
inquiry.
Forgery: The rule does not apply where a person relies upon a document that turns out to
be forged since nothing can validate forgery. A company can never be held bound for
forgeries committed by its officers.
29
The above doctrines have been well considered while framing the provisions of various Acts
pertaining to the companies worldwide. The Companies Act, 2013 and the earlier Acts
relevant for the Companies in India are no exception to the same.
Question 32 : State Cricket Club was formed as a Limited Liability Company under
Section 8 of the Companies Act, 2013 with the object of promoting cricket by arranging
introductory cricket courses at district level and friendly matches. The club has been
earning surplus. Of late, the affairs of the company are conducted fraudulently and
dividend was paid to its members. Mr. Cool, a member decided make a complaint with
Regulatory Authority to curb the fraudulent activities by cancelling the licence given
to the company.
ii. Whether the Company may be wound up?
iii. Whether the State Cricket Club can be merged with M/s. Cool Net Private
Limited, a company engaged in the business of networking? [JULY 2021, 5
Marks]
Answer 32 :
i. According to Section 8(6) of the Companies Act, 2013, the Central Government may
Hence, in the instant case, the Central Government can revoke the license given to
State Cricket Club as section 8 company, as the affairs of the company are conducted
fraudulently and dividend was paid to its members which is in contravention to the
conditions given under section 8.
opportunity of being heard. [Section 8(7)] Hence, the stated company may be wound
up.
company registered under this section and having similar objects. [Section 8(10)]
30
In the instant case, State Cricket Club cannot be merged with Cool Net Private Limited
as the objects of both the companies are different and not similar.
Question 33 : Examine the validity of the following different decisions/proposals

regarding change of office by A Ltd. under the provisions of the Companies Act, 2013:
i. The Registered office is shifted from Thane (Local Limit of Thane District) to
Dadar (Local limit of Mumbai District), both places falling within the
jurisdiction of the Registrar of Mumbai, by passing a special resolution but
without obtaining the approval of the Regional Director.
ii. The Registered office is situated in Mumbai, Maharashtra (within the
jurisdiction of the Registrar, Mumbai, Maharashtra State) whereas the
Corporate Office is situated in Pune, Maharashtra State (within the jurisdiction
of the Registrar, Pune). A Ltd. proposes to shift its corporate office from· Pune
to Mumbai under the authority of a Board· resolution.
iii. The registered office situated in certain place of a city is proposed to be shifted
to another place within the local limits of the same city under the authority of
Board Resolution. [JULY 2021, 5 Marks]
Answer 33 : Regarding the validity of Proposals w.r.t change of registered office by A
Ltd. in the light of the section 12 of the Companies Act, 2013:
i. In the first case, where the Registered office is shifted from Thane to Dadar (one
District to another District) falling under jurisdiction of same ROC i.e. Registrar of
Mumbai.
As per Section 12 (5) of the Act which deals with the change in registered office
outside the local limit from one town or city to another in the same state, may take
place by virtue of a special resolution passed by the company. No approval of regional
director is required. Accordingly, said proposal is valid.
ii. Section 12 talks about shifting of Registered office only, In the second case the
corporate office is being shifted from Pune to Mumbai under the authority of Board
resolution. Shifting of corporate office under the board resolution is valid.
[Note: It may be assumed that corporate office and registered office are same. Then
in this case, registered office situated in Mumbai is changed from Mumbai to Pune
falling the jurisdiction of different of ROC’s in the same State.In line section 12 (5) of
the Act, where a company changes the place of its registered office from the
jurisdiction of one Registrar to the jurisdiction of another Registrar within the same
State, there such change is to be confirmed by the Regional Director on an application
made by the company. Accordingly, the said proposal may be treated as invalid, due
to lack of confirmation by Regional director of such change.]
31
iii. In the third case, change of registered office within the local limits of the same city.
Said proposal is valid in terms it has been passed under the authority of Board resolution.
Question 34 : Sapphire Private Limited has registered its articles along with
memorandum as on 1st July 2021. The directors of the company seeks your advice
regarding the effect of registration of the company on the company itself and on its
members. [MAY 2022, 3 Marks]
Answer 34 : As per Section 9 and 10 of the Companies Act, 2013 following shall be the effect
of registration of a company :
i. From the date of incorporation, the subscribers to the memorandum and all members
of the company, shall become a body corporate.
ii. Such a registered company shall be capable of exercising all the functions of an
incorporated company with the perpetual succession with power to acquire, hold and
dispose of property, and to contract and to sue and be sued.
iii. The memorandum and articles shall, when registered, bind the company and the
members thereof to the same extent as if they respectively had been signed by the
company and by each member, and contained covenants on its and his part to observe
all the provisions of the memorandum and of the articles.
iv. All monies payable by any member to the company under the memorandum or
articles shall be a debt due from him to the company.

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1

CHAPTER: 2 INCORPORATION OF COMPANY & MATTERS INCIDENTAL TERETO

Chapter 2 Incorporation of Company and

(b) Must be signed by at-least by two directors

Name of OPC Ask Ramesh4Online Grocery Rachna Milk Products

Member and Ramesh Rachna

Nominee Sudha (Mother of Ramesh) Ramesh (Husband of

ANSWERS TO ABOVE QUESTIONS

1 b 2.A d 2.B c 2.C c

Question 3 : Vintage security equipment limited is a manufacturer of CCTV cameras. It

forfeiture of shares should not be changed except by a resolution of 90% majority.

Question 10 : One of the matters contained in the articles of Dhimaan Foundation,

c. In accordance with whose advice, directions or instructions the Board of Directors of

Question 16 : The directors of Smart Computers limited borrowed a sum of money

Question 17 : A group of individuals intend to form a club namely 'Budding Pilots

Answer 26 : Doctrine of Indoor Management

Question 33 : Examine the validity of the following different decisions/proposals

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