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JGF2

Roll No. …………………………….

Total No. of Questions – 6

Total No. of Printed Pages – 5 Maximum Marks-70

1. The question paper comprises two parts, Part I and Part II.
2. Part I comprises Multiple Choice Questions (MCQs).
3. Part II comprises questions which require descriptive answers.
4. Ensure that you receive the question paper relating to both the parts. If you have not
received both, bring it to the notice of the invigilator.
5. Answers to MCQs in Part I are to be marked on the OMR answer sheet as given on
the cover page of descriptive answer book only. Answers to questions in Part II are
to be written in the same descriptive answer book. Answers to MCQs, if written
inside the descriptive answer book or on Part-I Question Paper, will not be evaluated.
6. OMR answer sheet given on the cover page of descriptive answer book will be in
English only for all candidates, including for Hindi medium candidates.
7. The bar coded sticker provided in the attendance register, is to be affixed only on
the descriptive answer book.
8. You will be allowed to leave the examination hall only after the conclusion of the
exam. If you have completed the paper before time, remain in your seat till the
conclusion of the exam.
9. Duration of the examination is 3 hours. You will be required to submit the
descriptive answer book with OMR cover page to the invigilator before leaving the
exam hall, after the conclusion of the exam.
10. The invigilator will give you acknowledgement on Page 2 of the admit card, upon
receipt of the above-mentioned items.
11. Candidate found copying or receiving or giving any help or defying instructions of
the invigilators or having/ using mobile phone or smart watch will be expelled from
the examination and will also be liable for further punitive action.

PART II 70 Marks
1. Question paper comprises 6 questions. Answer Question No. 1 which is compulsory
and any 4 out of the remaining 5 questions.
2. Working notes should form part of the answer.
3. Answers to the questions are to be given only in English except in the case of
candidates who have opted for Hindi Medium. If a candidate has not opted for Hindi
Medium, his/ her answers in Hindi will not be evaluated.

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PART II
Q1.

a) H Ltd. is the holding company of S Pvt. Ltd. As per the last profit and loss account for the year
ending 31st March, 2022 of S Pvt. Ltd., its turnover was ₹ 1.80 crore; and paid up share capital
was ₹ 80 lakh. The Board of Directors wants to avail the status of a small company. The
Company Secretary of the company advised the directors that the company cannot be
categorized as a small company. In the light of the above facts and in accordance with the
provisions of the Companies Act, 2013, you are required to examine whether the contention of
Company Secretary is correct, explaining the relevant provisions of the Act. (5 Marks)

b) ABC Limited issued equity shares worth ₹ 1,00,000 (10,000 shares of ₹ 10 each) on 1st April,
2023 which has been fully subscribed, whereby XYZ Limited holds 3,500 equity shares and PQR
Limited holds 2,500 equity shares. Prior to the issue of equity shares, ABC Limited already hold
20% of the equity shares of MNP Limited. Further, XYZ Limited holds 10% of MNP Limited's
equity shares as a trustee. MNP Limited controls the composition of the Board of Directors of
XYZ Limited and PQR Limited on 01.07.2023.

Examine with reference to the relevant provisions of the Companies Act, 2013-
i. Whether ABC Limited is a subsidiary of MNP Limited?
ii. Whether ABC Limited and XYZ Limited have the right to vote on the Annual General
Meeting of MNP Limited held on 30th September, 2023? (5 Marks)

c) 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 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. (4 Marks)

Q2.
a) Referring to the provisions of the Companies Act, 2013, examine the validity of the following :

i. The Board of Directors of Anand Ltd. proposes to declare dividend at the rate of 20% to
the equity shareholders, despite the fact that the company has defaulted in repayment of
public deposits accepted before the commencement of this Act.
ii. Whether a Company can declare dividend for the financial year in which it incurred loss.
(5 Marks)

b) XYZ unlisted company passed a special resolution in a general meeting on January 5th, 2019 to
buy back 30% of its own equity shares. The Articles of Association empowers the company to
buy back its own shares. Earlier the company has also passed a special resolution to buy back
its own shares on January 15th, 2018. The company further decided that the payment for
buyback be made out of the proceeds of the company's earlier issue of equity share. In the light
of the provisions of the Companies Act, 2013,
i. Decide, whether the company's proposal is in order.
ii. What will be your answer if buy back offer date is revised from January 5 th, 2019 to
January 25th 2019 and percentage of buyback is reduced from 30% to 25% keeping the
source of purchase as above? (5 Marks)

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c) What is the time limit for registration of charge with the registrar? Where should the company's
Register of charges be kept? State the persons who have the right to inspect the Company's
Register of charges. (4 Marks)

Q3.
a) What is a Shelf-Prospectus? State the important provisions relating to the issuance of Shelf-
Prospectus under the provisions of Companies Act,2013. (5 Marks)
b) Whether a Company can keep books of Accounts in electronic mode accessible only outside
India. (5 Marks)
c) PQR Private Limited operates as a manufacturing company, generating a turnover of 150 crore
and holds an outstanding loan of ₹ 75 crore from a public financial institution solely in the
previous financial year (with a total loan availed of ₹ 110 crore, but ₹ 35 crore were repaid during
the same year). The company's Board has delegated the authority to CEO to designate an
internal auditor to conduct internal audit. However, the CEO believes that the company is not
legally obligated to have an internal auditor. Analyse the accuracy of the CEO's perspective by
referring to the provisions outlined in the Companies Act, 2013. What would be your response if
the Board of Directors wanted to appoint the Secretary of the company Mr. A as an internal
auditor? (4 Marks)

Q4.
a) The aggregate value of the paid-up share capital of ABC Security Services, was Rs, 200 crore
divided into 20 crore equity shares of ₹10/- each at the end of the Financial Year 2021-22 having
its registered office at Mumbai. This company had been registered with an authorized share
capital of ₹ 300 crore divided into 30 crore equity shares of ₹10/- each. The extract of Balance
Sheet of the company as on 31st March, 2022 showed the following figures:

Particulars Amount (₹ in crore)

Authorized share capital 300
Paid -up share capital 200
Free reserves created out of profits 200
Securities Premium account 80
Credit balance of Profit & Loss account 50
Reserves created out of revaluation of assets 25
Miscellaneous expenditure not written off 10

Turnover of the company during the Financial Year 2021-22 was ₹ 800 crore and the net profit
calculated in accordance with section 198 of the Companies Act, 2013 with other adjustments as per
CSR Rules was ₹ 4 crore only.
Praveen, Company Secretary of the company advised that the company attracts the provisions of
section 135 of the Companies Act, 2013 and all the formalities have to be complied with accordingly.
Thereafter, on 30th April, 2022 a CSR committee was formed to comply with the provisions of
Corporate Social Responsibility.
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The Board of Directors of the company constituted of the following persons as its directors:

Mohan Singh Managing Director

Rohit and Bhavana Independent Directors
Venkatesh, Isha, Mohit and Directors
Muskaan

On the basis of above facts and by applying applicable provisions of Companies Act, 2013, answer
the following:
i. Is the contention of Praveen, Company Secretary of the company that the company attracts
the provisions of section 135 of the Companies Act, 2013 and is required to form a CSR
committee is correct? Support your answer with the applicable provision and the required
calculation.
ii. It was decided that Mohan Singh, Venkatesh, Isha and Bhavna will be the members of CSR
committee. Is this decision correct in the light of provisions of the Act and Companies
(Corporate Social Responsibility Policy) Rules, 2014? (5 Marks)
b) Explain 'Mischieve Rule' for interpretation of statute. Also, give four matters it considersi n
construing an Act. (5 Marks)
c) “No shall be prosecuted and punished for the same offence more than once." Explain in the light
of provisions of section 26 of the General Clauses Act, 1897. (4 Marks)

Q5.
a) What do you mean by Designated Partner? Whether it is mandatory to appoint Designated
partner in a LLP? (5 Marks)
b) Discuss the conditions under which LLP will be liable and not liable for the acts of the partner.
(5 Marks)
c) Mr. Sane, an Indian National desires to obtain foreign exchange for the following purposes:
(i) Remittance of US$ 50,000 out of winnings on a lottery ticket.
(ii) US$ 1,00,000 for sending a cultural troupe on a tour of USA.
(iii) US$ 50,000 for meeting the expenses of his business tour to Europe.
Advise him whether he can get foreign exchange and if so, under what conditions? (4 Marks)

Q6.
a) Sriram Private Limited is a start-up company. Mr. Lovely has been appointed as
Accounts Manager of Sriram Private Limited. The Board meeting for approval of
accounts is to be held on 1st August, 2024 and he has to prepare the financial
statements for approval by the Board. Referring to section 2(40) of the Companies Act,
2013, advise Mr. Lovely about the statements that are required to be prepared.
(5 Marks)

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b) XYZ LLP was incorporated on 15th March, 2023, with its registered office in Mumbai. The
LLP received a legal notice from a supplier at this address. However, the partners claim
they never received the notice, asthey had shifted their office to Pune on 10th January, 2024,
but had not informed the Registrar about the change. Based on the provisions of the provisions
of the Limited Liability Partnership (LLP) Act, 2008, advise whether the service of notice at the
Mumbai address is legally valid. (5 Marks)

c) When can the Preamble be used as an aid to interpretation of a statute? (4 Marks)

JGF2 CA. AMIT ARORA CLASSES