FINAL COURSE GROUP I PAPER 4: CORPORATE AND ECONOMIC LAWS Time Allowed: 3 Hours Maximum Marks: 100 DIVISION A: MULTIPLE CHOICE QUESTIONS (30 MARKS) Instructions: All questions are compulsory Case scenario 1 (Each question of marks 2 x4 =8 Marks) To provide banking services to the people living in Emakulam, Kerala, which still was a far off location and devoid of accessing finance from nationalised banks and Non-Banking Financial Companies (NBFCs), Nagarajan, his close friends Krishnamurti, Raghunath, Govindam, Radhakrishnan, Vijay Krishnan and Chaitanya, who were experienced and dedicated persons from the field of business, trade and industry, thought of opening a Nidhi company which would act as the safest and cheapest way of inviting deposits from them and granting them loans. Vinayak Strotram Nidhi Limited was thus incorporated by Nagarajan along with this group of close friends on 10th July, 2014 in Emakulam District of Kerala. The Authorised Capital of this Nidhi, which wanted to nurture the habit of caution and savings among the members by receiving deposits from them and lending money to them only for their mutual benefit, was `70,00,000 divided into 7,00,000 equity shares of `10 each while issued and paid-up capital stood at a figure of `60,00,000 with just eight employees. Through this Nidhi, savings could be deposited in the form of Savings Account, Recurring Deposit Account, Fixed Deposit Account and Daily Deposit Accounts while Vinayak Strotram Nidhi Limited granted loans to the members only against securities of immovable properties and movables such as gold, silver, jewellery, deposits, National Saving Certificates, life insurance policies and other Government securities as per the prescribed rules for Nidhi companies. Customer centricity was at the core of Managing Director Nagarajan and three executive directors Krishnamurti, Raghunath and Govindam and it was this belief that had led the business to build long term relationships. Since its inception, the Nidhi was earning profits year by year. In anticipation of growing and rendering better services to their members and stabilizing it as a profit centre, Nagarajan and his dedicated team felt that there was a demand for opening some branches in the district itself. Thus, Vinayak Strotram Nidhi Limited opened three more branches at Aluva, Kanayannur and Kothamanglam in Emakulam district of Kerala. These branches were inaugurated with more focus on deposit mobilization and lending which was a core business of this Nidhi. The Nidhi brought within its fold experienced persons like retired senior executives from national and multi-national banks to seek guidance and build it as the pioneer in rendering best services by adopting latest technology. By the end of March, 2021, Vinayak Strotram Nidhi Limited had 11,000 members and 200 employees. In the track of fast growth and with foresightedness in mind, Nagarajan desired to open a new branch in another district of Kerala. He chose Kannaur district since he had a special bonding with this place because he was an alumnus of Kannaur University, having graduated in commerce from this famous University. But
instead of doing that way, he opened another Nidhi company by the name Vinayak Strotram Kannaur Nidhi Limited in Kannaur district of Kerala. Multiple Choice Questions 1. What is the nature of the Vinayak Strotram Nidhi Limited : (a) It’s a public company with a minimum share capital exceeding 5 crore (b) It’s a Public company with a minimum share capital not exceeding 5 crore (c) It’s a public company with a minimum share capital of 10 lakh (d) It’s a Public company with a maximum of share capital of 10 lakh . 2. Suppose Krishnamurti, was appointed as one of the directors of Vinayak Strotram Nidhi Limited in 2014 when the company was incorporated. He was eligible to hold the office for consecutive 10 Years. Determine when he shall be eligible for re-appointment as director? Choose the correct alternative from those stated below: (a) After expiry of six months of ceasing to be director of Vinayak Strotram Nidhi Limited, he shall be eligible for re-appointment as director (i.e., after 9 th January 2025) (b) After expiry of one year of ceasing to be director of Vinayak Strotram Nidhi Limited, he shall be eligible for re-appointment as director (i.e., after 9th July 2025) (c) After expiry of two years of ceasing to be director of Vinayak Strotram Nidhi Limit ed, he shall be eligible for re-appointment as director (i.e. after 9th July 2026) (d) After expiry of three years of ceasing to be director of Vinayak Strotram Nidhi Limited, he shall be eligible for re-appointment as director (i.e. after 9th July 2027) 3. Maximum how much interest Vinayak Strotram Nidhi Limited can offer on fixed and recurring deposits accepted from its members? Select the correct option from those mentioned below: (a) Vinayak Strotram Nidhi Limited is permitted to offer interest on fixed and recurring deposits at a rate not exceeding the maximum rate of interest that a Non-Banking Financial Company can pay on its public deposits. (b) Vinayak Strotram Nidhi Limited is permitted to offer interest on fixed and recurring deposits at a rate not exceeding the maximum rate of interest that a nationalised bank can pay on its public deposits. (c) Vinayak Strotram Nidhi Limited is permitted to offer interest on fixed and recurring deposits at a rate not exceeding the maximum rate of interest that a Rural Regional Bank can pay on its public deposits. (d) Vinayak Strotram Nidhi Limited is permitted to offer interest on fixed and recurring deposits at a rate not exceeding the maximum rate of interest that a Co-operative Bank can pay on its public deposits. 4. In which year at the earliest, Vinayak Strotram Nidhi Limited would have got the approval to open branches at Aluva, Kanayannur and Kothamanglam in Emakulam district of Kerala. (a) At the earliest, after 9 th July, 2015, Vinayak Strotram Nidhi Limited would have got the approval to open branches at Aluva, Kanayannur and Kothamanglam in Emakulam district of Kerala. (b) At the earliest, after 9th July, 2016, Vinayak Strotram Nidhi Limited would have got the approval to open branches at Aluva, Kanayannur and Kothamanglam in Emakulam district of Kerala.
(c) At the earliest, after 9th July, 2017, Vinayak Strotram Nidhi Limited would have got the approval to open branches at Aluva, Kanayannur and Kothamanglam in Emakulam district of Kerala. (d) At the earliest, after 9th July, 2018, Vinayak Strotram Nidhi Limited would have got the approval to open branches at Aluva, Kanayannur and Kothamanglam in Emakulam district of Kerala. Case Scenario 2 (Each Question of Marks: 2 X 5 = 10 Marks) Daily Needs Ltd. is a unlisted public company, engaged in the business of supplying the daily needs of the house hold. It receives orders, on online basis and make supplies to the customers at their door steps. As on 31.03.2021, the total number of shareholders were 500. The share capital of the company is 100 lakh rupees. Gyan Singh is the Managing Director of the company. He joined this company in April 2020. Prior to joining this company, Gyan Singh was the General Manager in a NBFC. From the media sources, it came into picture that Gyan Singh was involved in sanctioning the proposal of big loans without insisting the security from the borrowers and many of the loan accounts during his tenure turned into NPA. It shows the intention of Gyan Singh that he might have been involved in accepting the bribe in sectioning the clean loans. After joining this company, Gyan Singh started ordering his employees to supply the goods at the shops of the retailers also on credit. Whereas the company’s policy was to supply the essential daily needs at the door steps of consumers only. Many of retailers used to visit the the MD’s office to supply the goods on credit. In some of the cases the recovery from that retailers became difficult and the company had to write -off these debts while finalising the annual accounts as of 31.03.2021. Aggrieved from this, some 10 members of the company made an application before the Tribunal making the company and its MD as respondents, that the affairs of the company are being conducted in a manner prejudicial to the public interest and requested for removal of the Managing Director. The Tribunal turned down the application of the members mentioning therein that the members who applied for are not eligible to apply. When Dharmesh, one of the shareholder came into the knowledge that the Tribunal has turned down the application of 10 member, he himself alone applied to the Tribunal making the company and its MD as respondent. Dharmesh is holding 2 lakh of shares, consisting the face value of ` 20 lakh. He is also the Member of the Parliament. After accepting the application, the Tribunal heard both the parties and observed that Gyan Singh was involved in mal-practices, on the basis of his past track record and the present working. It opined tha t this person is not a fit and proper person to continue as MD of the company and ordered for removal of Gyan Singh from the post of Managing Director. The Managing Director claimed for the compensation for removal of the office from the company, from the date of removal to the remaining period. Based on the above scenario, answer the following questions: 5. In case of oppression and mismanagement, how many members can apply to the Tribunal: (a) Not less than 100 members are required to file an application with the Tribunal. (b) Not less than one-tenth of the total number of members i.e. 50 members (500/10= 50) are required to file an application with the Tribunal (c) Not less than 100 members of the company or not less than one-tenth of the total number of its members, whichever is less. i.e. 50 members are required to file an application with the Tribunal.
(d) Not less than 100 members of the company or not less than one-tenth of the total number of its members, whichever is higher i.e. 100 members are required to file an application with the Tribunal. 6. On what grounds the application of Dharmesh was accepted by the Tribunal: (a) Dharmesh is the reputed person in the society. (b) Dharmesh is having the majority of shares in the company. (c) Dharmesh is having more than one-tenth share in the share capital of the company. (d) Dharmesh is Member of Parliament. 7. Whether Tribunal have powers to remove the Managing Director, who was appointed by the Board and the shareholders in the General Meeting: (a) No, Tribunal do not have the powers to remove any official. (b) The Tribunal can only order for the winding up of the company if it is just and equitable for the company. (c) The Tribunal may after observing the mal-practices of the MD, can ask not to repeat it. (d) The Tribunal can terminate the service agreement arrived at between the company and the MD. 8. Whether Gyan Singh, the Managing Director can demand compensation from the company from the date of removal to the remaining period: (a) The MD can demand the compensation from the date of removal to the remaining period. (b) The MD can be relieved by notice with three month’s salary. (c) The MD can be relieved by notice with one month’s salary. (d) The MD cannot demand any compensation for loss of office. 9. Whether Gyan Singh after being terminated from this company, can apply to any other company for the post of director or any other office: (a) After termination from this company, Gyan Singh can apply to any other company for the post of director or any other office. (b) After termination from this company, Gyan Singh cannot apply to any other company for the post of director or any other office, a period of one year. (c) After termination from this company, Gyan Singh cannot apply to any other company for the post of director or any other office, a period of three years. (d) After termination from this company, Gyan Singh cannot apply to any other company for the post of director or any other office, a period of five years. Independent MCQs (12 Marks) 10. Supriya holds shares worth `13,50,000 in the capacity as one of the directors of Paridhi Tours and Travels Limited (PTTL) whose paid-up share capital is `4,50,00,000. Swikriti Bus Suppliers Limited (SBSL) with paid-up capital of `2,00,00,000 is in the business of supplying tourist buses. Being in need of adding three more tourist buses in its existing fleet of ten buses, PTTL through Supriya approached SBSL for the purpose of purchasing the required buses knowing fully well that Supriya holds certain amount of shares in SBSL making her an interested director. Out of the following four options, which one is applicable in the given situation 4
(a) Supriya, as interested director, holds shares of SBSL of the value exceeding `1,00,000 but not exceeding ` 1,50,000 (b) Supriya, as interested director, holds shares of SBSL of the value exceeding `1,50,000 but not exceeding ` 2,00,000 (c) Supriya, as interested director, holds shares of SBSL of the value exceeding `2,00,000 but not exceeding ` 3,00,000 (d) Supriya is not an interested director as in order to be considered as an interested director Supriya was required to have holding of shares exceeding `4,00,000 in SBSL. (2 Marks) 11. Vinayak Pharmaceuticals Limited decided to amalgamate Super Medicines Limited and accordingly, an application for amalgamation was submitted to the jurisdictional National Company Law Tribunal (NCLT). If the Tribunal is satisfied that the specified procedure has been complied with, it may, by order, sanction the scheme of arrangement leading to amalgamation and may make provision for various matters. From the following options, choose the one which may find place in the order of arrangement leading to amalgamation made by the Tribunal: (2 Marks) (a) Vinayak Pharmaceuticals Limited shall discontinue its legal proceedings pending against Super Medicines Limited after amalgamation (b) Super Medicines Limited shall be dissolved, without winding up (c) On dissolution of Super Medicines Limited, the fee paid by it on its authorised capital shall not be set off against any fees payable by Vinayak Pharmaceuticals Limited on its authorised capital subsequent to the amalgamation (d) Super Medicines Limited shall be dissolved, after winding up 12. Saurabh, after winding up the affairs of Shobhna Plastics Limited in the capacity as company liquidator, made an application to the jurisdictional National Company Law Tribunal (NCLT), for its dissolution. Taking note of the dissolution application, NCLT proceeded to make an or der that Shobhna Plastics Limited be dissolved from the date of the order. From the given options, choose the one that shall be applicable in the given situation (2 Marks) (a) Within a period of fifteen days from the date of the order, NCLT shall forward a copy of the order to the Registrar and to Saurabh (b) Within a period of thirty days from the date of the order, NCLT shall forward a copy of the order to the Registrar and also direct Saurabh to forward a copy of the order to the Registrar. (c) Within a period of forty-five days from the date of the order, NCLT shall forward a copy of the order to the Registrar or direct Saurabh to forward a copy of the order to the Registrar. (d) Within a period of thirty days from the date of the order, Saurabh shall forward a copy of the order to the Registrar. 13. Overseas Investment as per the Foreign Exchange Management (Overseas Investment) Rules, 2022 means: (a) Financial Commitment by a PRII (b) Overseas Portfolio Investment (‘OPI’) by a PROI (c) Financial Commitment or Overseas Portfolio Investment (‘OPI’) by a PROI (d) Financial Commitment and Overseas Portfolio Investment (‘OPI’) by a PRII (1 Mark)
14. The bench mark rate for calculating the all in cost for foreign currency ECBs is amended , due to Libor transition made vide circular dated 8.12.2021, by- (a) 30 bps (b) 40 bps (c) 50 bps (d) 60 bps (1 Mark) 15. Mr. Raman gave a loan of amount 2 crore to a small enterprise, engaged in the manufacture and production of the articles belonging to metallurgical industries. Due to running in loss, it defaulted in payment of debt to Mr. Raman. So an insolvency process was initiated against it. Application was admitted on 31 st January 2023. State which of the following is/are the correct statement/s in the light of the given facts as per the Insolvency and Bankruptcy Code: (I) Insolvency resolution process cannot be initiated against the Corporate debtor being a small enterprise in nature, which is out of scope of applicability of Code. (II) Pre-packaged Insolvency resolution process can be initiated and shall be completed latest by 31st May, 2023. (III) RP shall submit the resolution plan, whether approval of CoC is obtained or not, to the Adjudicating Authority. (IV) In case, no resolution plan is approved by the committee of creditors, the RP, shall, file an application with the Adjudicating Authority for termination of the pre -packaged insolvency resolution process. (a) Only (I) (b) (II) and (III) (c) (II) and (IV) (d) (II), (III) and (IV (2 Marks) 16. Panacea Biotech an Indian company, holder of several process patents for the extraction and purification of a compound with medical uses, accept an order from an America Based Company to deliver a biotech compound. For development of said biotech compound, Panacea Biotech entered a license and development agreement with a large pharmaceutical company based in Japan, apart from an agreement it entered with a couple of internationally renowned independent biotech consultants, one is Indian other is German national. The German consultant is habitual resident of India, whereas Indian consultant is habitual resident of America. The Japanese pharmaceutical company had considerable expertise in the medical application of the substance related to the patents held by the biotech company. Such Japanese company has commercial office in India, such commercial office is responsible for agreement entered by Japanese head office. In all the three agreements the parties included a clause stating that all disputes arising o ut of their agreement would be resolved by a sole arbitrator under the provision of the Arbitration and Conciliation Act,1996. Couple of year after the signing of the agreement, the Panacea biotech terminated all the three contracts, alleging that the both the consultant not providing the desired support, and Japanese 6
Company deliberately delayed the development of the biotech compound. The biotech company filed request for arbitration in each of three cases and claiming substantial damages. You are required to pick the cases wherein arbitration considered as International Commercial Arbitration. I. Arbitration with Indian Consultant II. Arbitration with Germen Consultant III. Arbitration with commercial office in India of Japanese pharmaceutical company Options (a) Only II (b) Only III (c) Only II and III (d) All of I, II and III (2 Marks) DIVISION B: Descriptive Questions (70 Marks) Question No. 1 is compulsory. Attempt any four questions out of the remaining five questions. 1. (a) Mahagun Furniture Limited is the big fame name in the manufacturing of designer office furniture. The shares of company is listed in the stock exchange. Total there are 7250 registered shareholder out of which 900 shareholders are such a holder who hold 180 or less number of preference shares each with face value of 100 per share, having market value 115 per share. 786 shareholders out such 900, issue a notice to company to appoint Mr. Mani, as small shareholder director for term of 5 years, who is already small shareholder director in Skylark Furniture Limited competing in same market segment. Mr. Mani himself hold the 540 equity shares of Mahagun Furniture Limited, face value of share is 10 while market value is 24 per shares. You are required to examine in the provided conditions, the legal position of Mr. Mani whether he will be appointed as a Small Shareholder’s Director in Mahagun Furniture Limited. Following are the conditions: I. Notice moved by preference shareholder, not by equity shareholder II. Notice moved by less than 1000 shareholders III. Value of shares held by some of such 786 shareholders who moved notice may be above the threshold limit of INRs 20,000. IV. Mr. Mani is Small Shareholder’s Director at Skylark Furniture (8 Marks) (b) Pranidhi Nyaas Ltd. contributed `5 lakh to Ehamrug Electoral Trust and to `7 lakh Bhartiya Communists, a political trust vide account payee cheques, respectively. Out of the amount received from Pranidhi Nyaas Ltd., Ehamrug Electoral Trust contributed `3.5 lakh to Bhartiya Communists, a political trust. Further, Pranidhi Nyaas Ltd. incurred `3 lakh expenditure for making of pamphlets for the upcoming election campaign of Bhartiya Communists Party. Examine the disclosure requirements with respect to contributions made by Pranidhi Nyaas Ltd. & Ehamrug Electoral Trust (6 Marks)
2. (a) (i) Vallabh Hasti (P) Ltd. was dissolved on 25th January, 2021, and on 20th December, 2022, the National Company Law Tribunal passed an order declaring such dissolution of Vallabh Hasti (P) Ltd. to be void on receipt of application from M/s Uhstra Pipes & Co. who was a creditor of the said company, and the outstanding amount of which, was written off in the books of Vallabh Hasti (P) Ltd. at the time it existed. Examine the tenability of the NCLT order declaring such dissolution void and prescribe the procedure to be followed after making such order. (6 Marks) (ii) What will be the consequences, where winding up order is passed by the Tribunal? (2 Marks) (b) During the on-going case of Mr. Chirantan Datta under the Prevention of Money Laundering Act, 2002, the director on the basis of information obtained by him found that Mr. Chirantan was in possession of some USD currency notes which were brought into India by him, beyond the prescribed limit, without making any declaration to the Custom Authorities at the Airport. The director formed an opinion that the provisions under the Foreign Exchange Management Act, 1999, had been contravened by Mr. Chirantan. Examine the responsibility of director in such case under the provisions of the PMLA, 2002. (6 Marks) 3 (a) The name of Yutakuruk (P) Ltd. was stuck off from the register by the ROC vide order dated 21.12.2021 and notice relating to same was published on 24.12.2021 in the Official Gazette. The company was in existence since 2010, but it was found that the company was not carrying on any business, as revealed after the physical verification being carried out. The management of the company had given necessary undertaking relating to realisation of all amount due to company and for discharge of its liabilities by the company within a reasonable time. Examine the validity of the dissolution date of company, liability of company towards creditors post removal of its name and status of liability of director, if any, towards dissolved company. (8 Marks) (b) (i) Embryonic Club in Chennai, India was established in the year, 2019. The club was meant to impart training to the aspiring engineers for the manufacturing and repairing of the spare parts of the aircrafts. After three years of functioning, the club became non-operational. The Government supported and bought the said club into revival during the year, 2023. To restart the training activity, the club exported two aircraft engines and spare parts for abroad and getting them back to India within 7 months for functioning of the club activities at an earliest. The club had with it one imported aircraft on lease basis which was also re -exported abroad permanently by cancelling the lease agreement and obtaining the requisite approvals / permissions of the government agencies. However, the club failed to furnish declaration to the Reserve Bank of India and other authorities with respect to this export. Referring to the provisions of the Foreign Exchange Management Act, 1999 analyse whether the club has contravened the provisions of the Act relating to export and re -export of the said goods. (3 Marks) (ii) What will be the legal position with respect to obtaining of bonus shares and the rights inherited with such bonus shares to be transferred to a person resident in India, where a person resident in India has acquired equity capital of a foreign entity. (3 Marks) 4 (a) A scheme of amalgamation under fast-track mode had been entered between Darvak (P) Ltd., a start-up company and Sopan (P) Ltd., a small company, for which objections where received from the Official Liquidator by the Central Government within the prescribed time period of thirty days 8
but the Central Government did not file any application with respect to the same with the Tribunal. Examine whether companies were eligible for amalgamation and also examine the situations in following scenarios: (i) Where Central Government did not file any application with respect to objections received with the Tribunal. (ii) Where the Central Government filed an application with the Tribunal. (8 Marks) (b) Under a Corporate Insolvency Resolution Process, it was suggested for the replacement of the Resolution professional. So, CoC in its meeting had decided to replace RP1 with another RP2 with 100 per cent voting share. So an application was preferred under section 27 to replace RP1. NCLT allowed application filed by Financial Creditors for replacement of RP1. RP1 contended that NCLT passed an invalid order without giving any opportunity of being heard to RP and same was in violation of principles of natural justice. Enumerate in the light of the stated facts, the validity on the compliance of the legal require ment as to replacement of the RP as per the IBC, 2016? (6 Marks) 5 (a) In connection with on-going investigation of Anurudh Ltd., the inspector on duty, Mr. Samrudh Dave required books and papers of a debtor of the company namely, M/s Arthyati Garments for examining them and so, he obtained the same from the said firm. After obtaining necessary information that he required, he returned them within 90 days. Examine whether Mr. Samrudh was having the rights to obtain such books and papers and retain them for such period, and also examine the consequences in case if the firm had refused producing the same . (8 Marks) (b) (i) Mr. Rohit, a relative of Mr. Suman, who is residing in France remitted foreign contribution of `2 lakhs to her for arrangement of religious programme for the believers of Gurudev. Whether foreign remittances received from a relative are to be treated as foreign contribution as per FCRA, 2010? (ii) Can capital assets purchased with the help of foreign contributions be acquired in the name of the Mr Ram, an office bearer of the association? (6 Marks) 6 (a) M/s Chivaram Investors is a registered stock broking firm, dealing in share market since 2009. In case of one of its clients, the said firm failed to deliver shares to him, as instructed. Accordingly, on complaint made by the said client, the firm was penalized by way of adjudication order passed by the adjudicating officer appointed by SEBI. The said firm filed a suit with the civil court challenging such order. Examine the relevant penalty provisions that would have been attracted for such failure made by M/s Chivaram Investors and whether the civil court would entertain such suit made by the firm. (4 Marks) (b) An intermediary associated with the securities market violated the provisions of the SEBI Act. The Board on the reasonable ground, directed IA(Investigating authority) to investigate the matter and submit its report. IA will ask the intermediary to produce to the relevant documents and record. IA through order, impounded the said documents and records on ground to believe that the same may be destroyed. After 6 months, from the conclusion of the investigation, intermediary demanded the IA to return the same . Examine the given situation and determine the validity of demand of intermediary to return the impounded documents. (4 Marks)
(c) A Corporate Debtor, classified as a Small Enterprise, owes `60 Lakh to its creditors. The Corporate Debtor was not in a position to recover money which it lended time to time in hour of need to its debtors. So it commits default in settling dues to the Creditors. The Corporate Debtor decided to go for Pre-packed Insolvency Resolution Process [PPIRP] under the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC) and accordingly took the following steps to initiate PPIRP. The Financial Creditors of the Corporate Debtor, not being its related parties, representing 66% in value of the financial debt due to them proposed Mr. P, the Insolvency Professional, to be appointed as Resolution Professional to conduct PPIRP. Referring to the provisions of the Insolvency and Bankruptcy Code 2016, advise whether the act of Financial Creditors proposing the name of the Mr. P as Resolution Professional is valid while undergoing insolvency proceeding? (3 Marks) (d) LMR Limited, a banking company has a "Record Preservation Policy" which inter alia states to maintain the documents evidencing identity of its clients and beneficial o wners for a period of 5 years after the account has been closed. Evaluate, whether the "Record Preservation Policy" of the Company has fulfilled its obligation under the provisions of the Prevention of Money Laundering Act, 2002? (3 Marks)
Penggunaan Rasio Keuangan Untuk Mengukur Kinerja Keuangan Perusahaan (Studi Pada PT. Astra Otoparts, TBK Dan PT. Goodyer Indonesia, TBK Yang Go Public Di Bursa Efek Indonesia)