Many students are waiting eagerly for SPOM SET A Company Law 2013 Question so its time we give you some question that are being asked continuously in the exam so that you can clear your CA Final Law easily. Question asked are Case based so it is advised that you read the question and option twice . You will have enough time to do so.
Chapter 1 Question List / Important Points
- Minimum numbers of Directors – 1 for OPC, 2 For Private Company and 3 For Public Company
- Max number of Directors 15, More than 15 SR Required and not applicable to Gov Company and Sec 8 Company.
- Attest 1 Women director is required for every Public Company and company having Paid up share capital of 100 and turnover of more than 300.
- Filling of Intermittent Vacancy of WD & ID- 3 Month or next BM whichever is later.
- In case of resignation of ID the same shall be filled within 3 Month no requirement of Next BM
- Every company shall have 1 Resident Director who shall stay in India for More than 182 Days during the FY in case of Newly incorporated company proportionate the date.
- Executive director means WTD + Managing Director
- Non-executive director = Professional director + Nominee Director + ID
- Appointment of 1st Director i. Provision in article – name in AOA ii. No provision in AOA than Individual Subscriber to Memorandum | OPC – Individual member who shall Hold Office until director are duly appointed
- Appointment of Subsequent Director to be appointed by company (SHs) in GM
- Failure to furnish DIN to registrar = Penalty on Co. & Officer Min 25k Max 1L & Continuing 100/day, Penalty for Director Up to 50k & Continuing 500/day
- ID Director shall hold office only for 2 consecutive term of 5 Years
- Reappointment of ID shall be made by SR and SR will be required for removal as well
- Colling Period for ID is 3 Years, Cannot be associated with company in any capacity.
- Setting fee to be paid to ID or WD should be not less than what is payable to other directors.
- Setting fee shall not exceed 1 Lakh per Meeting
- 2 or more director cannot be appointed at a GM with single resolution unless a resolution to so have been passed with all shareholder present and consented (Not voting but present will be counted and disagreement). Any resolution passed shall be void and appointment rejected. it is not applicable to Gov, Subsidy and Pvt company but applicable to Sec 8 and other company.
- A director shall not hold directorship in more than 20 Company including 10 Public company. Pvt company subsidy of public company shall be counted as public company this limit is not applicable for Sec 8 and Dormant Company.
- Tenure of Small Shareholder is 3 Consecutive year and colling off period is also 3 Year.
- A Resolution by Circulation shall be moved in a meeting if 1/3 of director required to do so.
- Appointment by proportionate representation shall be made once in every 3 Year.
- Appointment of Director by proportionate representation is Minimum 2/3 or more of total no of Directors.
- NR can become MD of Indian Co only after approval of CG.
- Retirement of rotational director can not be postponed.
Most Important Question
| Sr No. | Questions | Answers | |
| 1 | Min. No. Of directors in dormant public co | 3 Director | |
| 2 | Sec 212,Cases when CG will appoint SFIO for investigation | Report of Registrar u/s 208, SR by Co., Public Interest, Request by CG SG Dep. | |
| 3 | X & Y have shares of nidhi company jointly in their names and in the application X name appears first while in the register of members Y name appears first. To whom the loan can be given? | Y, because his name appear first in Register of member | |
| 4 | Nidhi company penalty | Nidhi Co & Officer in default Fine upto Rs. 5,000 & further fine of Rs. 500/day | |
| 5 | Advisory committee consitute how many number of members in Winding Up | Maximum 12 member | |
| 6 | Whether a person related to promoter of a company be appointed as ID in that co. or its subsidiary. | No | |
| 7 | Question related to Proportional representation (163) | 2/3 and 3 years | |
| 8 | Can a SSD appointed as Human resource manager during the cooling period? | No | |
| 9 | Whether NR can be a Registered valuer Inspection of company subsidiary | No, only resident in India | |
| 10 | who can be contributories in case of winding up (272) | Holder of fully paidup share | |
| 11 | Time Limit on AA to admit the application of winding up | 90 days | |
| 12 | Fail to file of financial statements/annual reports for how many consecutive years to consider as dormant company | 2FY | |
| 13 | AA Ltd. had its name removed by the ROC. The stakeholders want to know the time limit for filing an application for restoration with the NCLT. | Yes, Person aggrieved by order of ROC within 3 years | |
| 14 | Cost and expenses of winding up fall in which sequence of payment as per winding up | first payment: Workmen dues Second payment: Cost & Expense | |
| 15 | Tenure of FD Granted by Nidhi Co. | 6month to 60 month | |
| 16 | Class Action (sec 245) is not applicable to whom? | Banking Company | |
| 17 | sec 420, whether rectification can made by NCLT if any appeal is preferred in NCLAT | No | |
| 18 | In case of Nidhi company dividend paid should be | not more than 25% | |
| 19 | Reappointment of Nidhi company directors only after | Cooling period of 2 years | |
| 20 | Who may be appointed as provisional liquidator or company liquidator by tribunal? | IP required under IBC | |
| 21 | Mr. A is director of ABC Ltd. Brother of Mr A holds exactly 2% of PUSC in another company. Whether another company is related party to ABC Ltd? | No | |
| 22 | Sec 421, No. of days in which Appeal can be made to NCLAT & SC | 45 days & 60 days(in question of law only) respectively | |
| 23 | By which resolution, board can exercise power related to sell, lease or dispose of undertaking of company (180) or A company wishes to dispose of part of its undertaking under two different schemes: Dispose of 6% undertaking and Dispose of 22% undertaking under a compromise scheme. | Special Resolution for both | |
| 24 | XYZ Nidhi Company has the following financial details: Paid-up Share Capital: INR 10 crores Free Reserves: INR 2 crores Accumulated Losses: INR 1 crore Investments in other Nidhi Companies: INR 1 crore Question:Based on the above information, calculate the Net Owned Funds and Effective Capital. | Net Owned Funds: Paid-up Share Capital + Free Reserves – Accumulated Losses NOF: 11 Crore Effective Capital: 10 crore | |
| 25 | Penalty on contravention of duties of Directors(166) | Rs. 1 lakh to 5 Lakh | |
| 26 | Applicability of Secretarial audit (204) | Listed; PUSC>=50Cr; T/O>=250Cr; O/s Loan/Borrowing>=100cr | |
| 27 | Sec 219, whose prior permission is required for inspector to investigate subsidiary co.? | Central Government | |
| 28 | ROC to strikeoff name of dormant co from register if it remains dormant for how many year? | 5 years | |
| 29 | Whether Waiver of the excess remuneration paid is possible & whats time limit ? | By passing Special Resolution & within 2 years | |
| 30 | PQR Ltd. has incurred a loss and provided the following details: Effective Capital: INR 50 crores As per Schedule V of the Companies Act, 2013, the remuneration can be paid up to INR 60 lakhs if effective capital is between INR 5 crores to INR 100 crores. Question:Based on the above information, calculate the permissible managerial remuneration. | 84Lakh | |
| 31 | Objection to compromise raised by a shareholder holding 15% & creditor holding 9% debt – whether valid? | Valid because sh holder has 10% or more or creditor has 5% or more | |
| 32 | Whether appointment of 3 directors via single resolution is valid if around 90% of members who were present at meeting voted in favour & balance 10 % abstained from voting? (162) | Yes, as complied “without any vote being case against it” | |
| 33 | W.r.t. the manner of utilisation of undue gain recovered which of these is NOT power of tribunal? | Order for repay money to Company in which person was employed | |
| 34 | Quorum of Sec 8 Company | 8 member or 25% of total W.E. lower | |
| 35 | Is Quorum of Directors should be present in the beginning.(174) | No. through out the meeting | |
| 36 | Liability of contributories who transferred partly paid up shares before 1 yr of WUP | the company has to duly notify the amount due on shares/debentures to the transferee | |
| 37 | ABC Ltd. has the following financial details: Equity Share Capital: INR 50 crores Preference Share Capital: INR 10 crores Free Reserves: INR 30 crores Securities Premium: INR 20 crores Accumulated Losses: INR 5 crores Preliminary Expenses not written off: INR 2 crores Question:Based on the above information, calculate the effective capital for determining managerial remuneration as per the Companies Act, 2013. | Effective Capital = INR 60 crores + INR 30 crores + INR 20 crores – INR 5 crores – INR 2 crores = INR 103 crores | |
| 38 | Whether SSD appointed in one company for period of 3 years ad he was appointed also in another company for the period of 2 year. Can he appointed to do so? | Yes, he can apointed in Maximum 2 companies provided other company should not in compete business with first company | |
| 39 | Can a SSD eligible for reappointment | Not Eligible | |
| 40 | Approval regarding borrowing by director. (185) | Member’s Special Resolution | |
| 41 | Period of custody of Inspection books vested by civil court or How many days inspector can keep records and documents during inspection/ investigation? | 180 days | |
| 42 | The Registrar of Companies (RoC) suspects a company of fraudulent activities. What powers does the RoC have to conduct an investigation, and where can the RoC approach if further investigation is required? | Central Government | |
| 43 | PQR Limited filed with NCLT to terminate an employee during proceedings. No objections were received within 30 days, and now the company is debating if they can proceed with the termination. | PQR Limited contention regarding no approval received within 30 days then company can proceed to take proposed action against the employee is correct | |
| 44 | Sec 244, minimum requirement for application to Tribunal | Having Share Capital: Lower of – 100 members or 1/10th of total members;or 1/10th of total issued capital Not having share capital: – 1/5th of total members | |
| 45 | Who can raise Objection to compromise scheme | Member having>= 10% PUSC or Crs having O/s debt>=5% of total | |
| 46 | If the director is removed by a tribunal considered unfit, the period for disqualification | 5 years or less than 5 years as specified. | |
| 47 | Can Company make alteration in MOA which is inconsistent with alteration already made by tribunal- options | yes with leave of tribunal | |
| 48 | Whether Political contribution can be approved by board through resolution by circulation? (175) | No | |
| 49 | Is it mandatory for private company to maintain sec 189 register even if it complied with AR & FS? | Yes | |
| 50 | Can ID be appointed for 3rd term, any cooling period applicable ? | No & Cooling Period: 3 Years | |
| 51 | Minimum no. of director in Top 2000 listed entities | 6 Directors | |
| 52 | What a nidhi co can do? A) Open savings acc with members b)open current acc with members, c) accept deposit from non members, d) Buy secturies of body corporates | Open savings acc | |
| 53 | When RBC considered as deemed passed? (175) | Approved by majority of Directors | |
| 54 | Can CFLO be given in case of Removal of MD during Winding Up due to default of director | No | |
| 55 | BCL Limited received an objection from the NCLT under section 218 for taking action against an employee. The company is considering appealing the objection | Company or person concerned may, within a period of 30 days of receipt of notice of objection, prefer an appeal to NCLAT | |
| 56 | No. Of Directors to be retire by rotation | 1/3rd out of Rotational Director | |
| 57 | Sec 162 applicable to which of these Companies : a)Sec 8 Co., b) Govt Co., c) Subsidiary of govt co, d)Pvt co. | Section 8 Company | |
| 58 | Amount of Deposits that can be accepted by Nidhi co. | Not more than 20 times of NOF | |
| 59 | Penalty if director continue to function when office if vacated (167) | Rs. 1 lakh to 5 Lakh | |
| 60 | Sec 236, If Minority shareholder offered a price for purchase of share & not disposed within stipulated time, he will able to receive the amount upto? | Disbursement shall continue for 1 year | |
| 61 | Can 2 or more director be appointed by single resolution in GM? (162) | No unless a proposal is passed without any vote caste against it for that resolution | |
| 62 | Company didn’t have any SAT (ROC fees is not SAT) during last 2 years. Is it active/inactive/ dormant/defunct company? | Inactive Company | |
| 63 | Legal position of Mr. Jack (NR) for being appointed as MD of company which is in SEZ | Valid, as condition of resident of india not applicable to SEZ company | |
| 64 | which resolution pass to increase limit of max no of directors (more than 15 director) | Special Resolution | |
| 65 | When resulution of RBC put up in meeting? (175) | >=1/3 of total director require that resolution decided in meeting | |
| 66 | Validity of Resolution passed in contravention of sec 162 | Void Always | |
| 67 | Sec 230- How many days in which order of tribunal file with roc | 30 days | |
| 68 | Can SSD be appointed in a competing business | No | |
| 69 | Case Study related to Nidhi Company: Paid up SC: 23Lakh Free Reserves: 2 Lakh Assets : 10 Lakh Deposit accepted till now: 1.5 Cr Q1: Maximum additional deposit it can further accept Q2. Amount of loan it can be given if deposit of member are 1.5Cr | A1: 3.5Cr A2: 2Lakh | |
| 70 | Form for Getting status of active co. | MSC 4 | |
| 71 | Penalty in case of violation of provision of political contribution (182)? | Co: 5X amount contributed Officer in default: Jail 6 Month and 5X amt contributed | |
| 72 | Section 174, Quorum vs SEBI Quorum | Normal: 1/3rd or 2 director SEBI: 1/3rd or 3 director including 1 ID | |
| 73 | Notice for meeting sent 15 days before date of meeting & it mentioned the options to vote as – vote by self / proxy – whats validity of notice? | invalid because timelimit is 1 month & notice didn’t mention option of post ballot | |
| 74 | Non Executive Managerial Remuneration if Effective capital is 245 crs | 24 Lakhs | |
| 75 | Circumstances where Special Notice by members is required (169) | Removal of Director & Special Notice at least 14 days before meeting | |
| 76 | If company removed such employee without getting permission from tribunal, is the act valid? | Not valid as the investigation is pending | |
| 77 | Under compromise, who ordered for the meeting of creditors | Tribunal | |
| 78 | Who can be appointed as RV out of 4 options a). PROI b). imprisoned for 2 months, c). imprisoned for 7 months, d). valuation exam passed beyond 3 yrs related | imprisoned for 2 months | |
| 79 | Normally appeal against order of NCLT to whom & within how many days ? (other than section 218) | To NCLAT within 45 days (+45 days extention) | |
| 80 | XYZ Ltd. has provided the following details: Net Profit (as per Section 198 of the Companies Act, 2013): INR 200 crores Managerial Remuneration limit as per Section 197 of the Companies Act, 2013: 11% of the Net Profit Question: Determine if the provided profit is correct and calculate the permissible managerial remuneration. | Net Profit: INR 200 crores Permissible Managerial Remuneration: 11% of INR 200 crores = INR 22 crores | |
| 81 | Calculation of donations to Charitable funds limit | 5% of avg 3 yr net profit | |
| 82 | Submission of report by Company Liquidator to tribunal | within 60 days | |
| 83 | Can a Non resident person become MD of Indian Company? | Yes with approval of CG | |
| 84 | Can director hold excess remuneration without necessary approval? | Yes & hold it in trust of Company | |
| 85 | No. of days in which office need to vacated from the date of order | 30 days | |
| 86 | Can Women director sitting fees lower from other directors? | No | |
| 87 | Sec 247 – Reg.Valuer penalty in both cases | Penalty: 50,000 In case of defraud: Jail upto 1 year & fine: 1 lakh to 5 lakh | |
| 88 | A director has the following directorships: 7 public companies 2 unlisted companies 3 private listed companies (out of which some are subsidiaries or holding of public companies) Question: How many directorships can he accept in public and private companies as per Section 165 of the Companies Act, 2013? | Maximum directorships in public companies (including subsidiaries of public companies): 10 Maximum directorships in private companies: 20 Given the director already has 7 directorships in public companies, he can accept up to 3 more directorships in public companies. | |
| 89 | Amount of Loan that can be given by Nidhi Co. if deposit is less than 2 crore | 2 lakh |
