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Suggested Answer_Syllabus 2016_Jun2017_Paper 13 Academics Department, The Institute of Cost Accountants of India (Statutory Body under an Act of Parliament) Page 1 FINAL EXAMINATION GROUP - III (SYLLABUS 2016) SUGGESTED ANSWERS TO QUESTIONS JUNE - 2017 Paper-13 : CORPORATE LAWS & COMPLIANCE Time Allowed : 3 Hours Full Marks : 100 The figures in the margin on the right side indicate full marks. Answer Question No. 1 which is compulsory, carrying 20 marks and answer any 5(five) Questions from Question No. 2 to Question No. 8. 1. Answer all questions mentioned below. Mark the correct answer (Only indicate A or B or C or D and give justification. 2×10=20 (i) Every Company shall hold the first Board meeting within (A) 3 months of its incorporation. (B) 30 days of its incorporation. (C) 15 days of its incorporation. (D) 4 months of its incorporation. (ii) Every Nidhi shall maintain members not less than (A) 500 (B) 200 (C) 100 (D) 50 (iii) Unless the Articles require a larger number of members, Quorum of a General Meeting of a Producer Company shall be (A) 5 members (B) one-third of total membership (C) one-fourth of total membership (D) half of total membership (iv) Original Books and paper which were seized during Search & Seizure u/s 209 of the Companies Act, 2013 shall be returned by the Registrar or Inspector to the Company from whom such documents are seized as soon as possible but not later than (A) 180 days after such seizure. (B) 90 days after such seizure. (C) 360 days after such seizure. (D) 30 days after such seizure. (v) Sec 233 of the Companies Act, 2013 prescribed simplified procedures for merger or amalgamation of two or more small company & small company means a company whose paid up capital does not exceed (A) ` 10,00,000 (B) ` 25,00,000 (C) ` 50,00,000 (D) ` 100,00,000 (vi) On the determination of sickness of a company by the Tribunal, the applicant shall make an application accompanied with Audited Financial Statements etc. for revival or rehabilitation within (A) 30 days of determination of sickness. (B) 60 days of determination of sickness. (C) 120 days of determination of sickness. (D) 180 days of determination of sickness.
Suggested Answer_Syllabus 2016_Jun2017_Paper 13 Academics Department, The Institute of Cost Accountants of India (Statutory Body under an Act of Parliament) Page 2 (vii)Companies Act, 2013 contemplated Penalties which are of (A) 10 types (B) 5 types (C) 7 types (D) 3 types (viii)Any person aggrieved by any order of Appellate Tribunal, may file an appeal to the Hon'ble Supreme Court within days, from the date of receipt of the order of Appellate Tribunal. (A) 30 days (B) 60 days (C) 90 days (D) 120 days (ix) Any allotment of securities made on the basis of Prospectus should be void if permission of listing is not granted by the Stock Exchange before expiry of (A) 12 weeks from the closure of the issue. (B) 10 weeks from the closure of the issue. (C) 8 weeks from the closure of the issue. (D) 30 days from the closure of the issue. (x) Unfair competition under the Competition Act, 2002 means adoption of practices viz. (A) collusive price fixing. (B) allocation of markets. (C) discriminatory pricing etc. (D) All of the above Answer: 1. (i) (B) As per Sec . 173(1) the 1st Board Meeting shall be held within 30 days of the date of its incorporation (ii) (B) Number of members shall not be less than 200 (Nidhi Rules 2014 Rules 5) (iii) (C) 1/4th membership. (SEC 581 Y) (iv) (A) 180 days; Ref .Sec. 209 (2) of companies Act 2013 as soon as possible but not later than 180 only. (v) (C) 50,00,000; Ref. Sec. 2 (85) of Companies Act. 2013. (vi) (B) 60 days; Sec. 254 of Company act. 2013 (vii) (B) 5 Types i.e. (1) Fine (2) Imprisonment or fine (3 Imprisonment or fine or with both (4) imprisonment and fine and (5) imprisonment only (viii)(B) 60 Days (Ref. Sec. 423. However Supreme Court if it is satisfied then SC may allow. Further time not more than 60 days. (ix) (B) 10 Weeks, Sec. 40 of Companies Act. 2013 (x) (D) All the above (SEC.40 collusive price fixing: creation of barriers to entry: allocation of market: tie in scales: predatory price; discriminating price etc. 2. (a) Explain briefly the purpose of establishing SEBI. 6 (b) (i) What are the duties of the inspector as enumerated in Sec 223 of the Companies Act, 2013 in relation to his report. (ii) Corporate governance is about Stakeholder's satisfaction. Comment. 6+4=10 Answer: 2. (a) The purpose of the SEBI Act is to provide for the establishment of a Board called Securities and Exchange Board of India (SEBI). The Preamble to the Act provides for the establishment of a Board to: (i) Protect the interests of investors in securities, (ii) Promote the development of the securities market, (iii) To regulate the securities market, and (iv) For matters connected therewith or incidental thereto.
Suggested Answer_Syllabus 2016_Jun2017_Paper 13 Academics Department, The Institute of Cost Accountants of India (Statutory Body under an Act of Parliament) Page 3 The Securities and Exchange Board of India was set up to achieve the following objectives: (i) To promote fair dealings by the issuers of securities and ensure a market place where they can raise funds at a relatively low cost. (ii) To provide, a degree of protection to the investors and safeguard their rights and interests so that there is a steady flow of savings into the market. (iii) To regulate and develop a code of conduct and fair practices by intermediaries like brokers, merchant bankers, etc., with a view to making them competitive and professional. (b) (i) Section 223 of the Companies Act, 2013 deals with Inspector's report. The following provisions are applicable in respect of the Inspector's report on investigation: (i) Submission of interim report and final report [Sub section (1)]: An inspector appointed under this Chapter (Chapter XIV- inspection, Inquiry and Investigation) may, and if so directed by the Central Government shall, submit interim reports to that Government, and on the conclusion of the investigation, shall submit a final report to the Central Government. (ii) Report to be writing or printed [Sub section (2)]: Every report made under sub section (1) above shall be in writing or printed as the Central Government may direct. (iii) Obtaining copy or report [Sub section (3)]: A copy of the above report may be obtained by making an application in this regard to the Central Government, (iv) Authentication of report [Sub section (4)]: The report of any inspector appointed under this Chapter shall be authenticated either— (a) by the seal, if any, of the company whose affairs have been investigated; or (b) by a certificate of a public officer having the custody of the report, as provided under section 76 of the Indian Evidence Act, 1872, and such report shall be admissible in any legal proceeding as evidence in relation to any matter contained in the report. . (v) Exceptions: Nothing in this section shall apply to the report referred to in section 212 of the Companies Act, 2013. (ii) Corporate governance is about stakeholders' satisfaction: The term "Corporate Governance" is not easy to define. The term governance relates to a process of decision making and implementing the decision in the interest of all stakeholders, it basically relates to enhancement of corporate performance and ensure proper accountability for management in the interest of all stakeholders. It is a system through which an organization is guided and directed. On the basis of this definition, the core of objectives of Corporate Governance are focus, predictability, transparency, participation, accountability, efficiency and effectiveness and satisfaction of stakeholders. 3. (a) A meeting of members of Joka Agricultural Equipments Limited was convened under the orders of the Court for the purpose of considering a scheme of compromise and arrangement. The meeting was attended by 200 members holding 500000 shares. 70 members holding 400000 shares in the aggregate voted for the scheme.120 members holding 90000 shares in aggregate voted against the scheme. 10 members holding 10000 shares abstained from voting. Examine with reference to the relevant provisions of the Companies Act, 1956 whether the scheme was approved by the requisite majority? 6 (b) (i) The auditors of a company refuses to make their report on the annual accounts of a company before it is signed on behalf of the Board of Directors. Advise the company. (ii) What are the restrictions on the Banking Companies for granting of loan &