NEW SYLLABUS
436
Roll No. ..................................... : 1 :
Time allowed : 3 hours Maximum marks : 100
Total number of questions : 6 Total number of printed pages : 7
NOTE : Answer ALL Questions.
1. (a) A is a minority shareholder who brought an action for damages against the Company
and its directors on the ground that they have been negligent in selling a plant owned
by the Company for ` 25 Lakh. A alleged that the real value of plant was about
` 70 Lakh. Evaluate based on decided case law(s), whether action taken by A will
be maintainable in the Court.
(b) ‘‘Breach of trust may be held to be a civil wrong but when mens-rea is involved,
it gives rise to criminal liability also’’. Comment on this statement with supporting
judicial pronouncements.
(c) ‘‘Person once convicted or acquitted not to be tried for same offence again’’. Comment
on the statement in the light of decided case law(s).
(d) The current regulatory scenario demands the Company Secretary to be more vigilant
and diligent specifically about the applicability of multiple laws and timely compliances.
Briefly comment on the statement.
(5 marks each)
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: 2 :
Attempt all parts of either Q. No. 2 or Q. No. 2A
2. (a) Super Source Limited has filed Form AOC-4 with Registrar of Companies after 85
days of its Annual General Meeting along with additional fee. State whether the Company
can be penalized again under section 403 of the Companies Act, 2013.
(b) A crime is alleged to have been committed in a particular State. The Central Government
has referred the case to Central Bureau of Investigation Agency (CBI) for investigation.
Can CBI conduct such investigation on the direction of Central Government ? Would
your answer be different if such direction was given by the Supreme court of
India ?
(c) X, a director of PQR Private Limited, is authorised by Board of directors to prepare
and file returns, reports or other documents to Registrar of Companies (ROC) on
behalf of the Company. He files all the required documents with ROC, despite being
aware of material discrepancies in them. Subsequently, it was found that the documents
filed with ROC contained materially false details. Explain the penal provisions under
the Companies Act, 2013 for this offence.
(d) Distinguish between General Liability Insurance and Professional Liability Insurance.
(4 marks each)
OR (Alternate question to Q. No. 2)
2A. (i) ABC & Co., Chartered Accountants, are the Statutory Auditors, as well as the Internal
Auditors of Super Sky Limited. Evaluate whether the same is permitted under the
Companies Act, 2013. If not, what are the penal provisions under the Companies
Act, 2013 ?
(4 marks)
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: 3 :
(ii) P is the Managing Director of AMR Limited who committed a fraud against the
Company. A judicial proceeding has been initiated against P for fraud committed by
him. Now P wants to settle the case through mediation or conciliation. Can P’s case
be referred to mediation or conciliation ?
(4 marks)
(iii) ABC Exports Limited aggrieved by an order of Adjudication Authority under Foreign
Exchange Management Act, 1999, wants to file an appeal against the order in Civil
Court. As a Company Secretary, advise ABC Exports Limited whether the civil court
has jurisdiction to entertain such a suit ? If not, suggest an alternate remedy.
(4 marks)
(iv) ‘‘Directors and Officers (D & O) insurance has become closely associated with broader
management liabilities insurance, which covers liabilities of the corporate itself as well
as the personal liabilities for the directors and officers of the company’’. Enumerate
the reasons to buy D & O policy.
(4 marks)
Attempt all parts of either Q. No. 3 or Q. No. 3A
3. (a) X, a Police Officer comes to know from reliable sources that four persons are staying
in a house and are planning to kidnap and murder Mohan. He also has information
that they possess automatic weapons. The Police Officer apprehends that they will
commit the crime at any moment. He directly goes to that house and without any
warrant or order from the Metropolitan Magistrate, arrests all the four persons along
with weapons in their possession. Is the arrest of all the four persons valid ?
(4 marks)
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: 4 :
(b) ABC Technologies Limited was incorporated under the Companies Act, 2013 as a
closely held Public Company. The paid-up capital of Company is ` 15 Crore. The
Company suo-motto filed a petition for compounding of violation under Section 203
of the Companies Act, 2013 read with Rule 8 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The Company pleaded that it
had tried, but was unable to find and appoint a full time Company Secretary as
required under the Act. What would be the consequences for Company, its Directors
and KMP in this case ?
(4 marks)
(c) PQR Express Limited is aggrieved by an order of National Company Law Appellate
Tribunal (NCLAT). As a Company Secretary, advise the Company as to where an
appeal can be filed against the order of NCLAT and also comment on limitation
period of appeal against the order.
(4 marks)
(d) Sundry creditors of MNO Trading Limited filed a complaint with the Registrar of
Companies (ROC), Delhi & Haryana alleging that the management of the company
is indulging in destruction and falsification of the accounting records of the company.
The complainants request the ROC to take immediate steps to seize the books of
accounts & records of the company so that the management may not be allowed
to tamper with the books of accounts & records. The complaint was received at
11 A.M on l0th January 2019 and the ROC entered the premises at 11.30 A.M.,
for a search without obtaining an order from the Special Court. Comment on the
action of ROC vis-a-vis his powers under the Companies Act, 2013.
(4 marks)
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: 5 :
OR (Alternate question to Q. No. 3)
3. (i) Explain in brief the grounds on which the Central Government may order for investigation
into affairs of company.
(ii) A group of shareholders of ABC Developers Limited consisting of 24 members decided
to file a petition before the Tribunal for relief against oppression and mismanagement
by the Board of Directors. The company has a total of 250 members and the group
of 24 members holds one-tenth of the total paid-up share capital accounting for
one-fifteenth of the issued share capital. The main grievance of the group is that due
to mismanagement by the Board of directors, the company is incurring losses and
the company has not declared any dividends even when profits were available in the
past years for declaration of dividend. In the light of the provisions of the Companies
Act, 2013, advise the group of shareholders regarding the chances of success
for :
(i) getting the petition admitted
(ii) obtaining relief from the Tribunal.
(iii) S is a newly qualified Company Secretary. He wants to know whether there is any
dress code approved by the Council of ICSI as professional dress code, for Company
Secretaries to appear before judicial/quasi-judicial bodies and Tribunal ?
Advise S.
(iv) Mrs. Geeta is Managing Director of HEL Limited. She has been arrested for an
offence covered under Section 447 of the Companies Act, 2013 on a complaint made
by the Director, Serious Fraud Investigation Office. Geeta seeks your legal advice
to know the conditions under which she can be released on bail. Advise Geeta.
(4 marks each)
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: 6 :
4. (a) P is an employee of ABC Limited and he is being investigated under the provisions
of Companies Act, 2013. The Company wants to terminate P on the ground that
an investigation is going on against him. They have filed the application to Tribunal
for approval of termination. Company has not received any reply from the Tribunal
within 30 days of filling the application. The Company considers it as a deemed
approval and terminates him. Is the contention of Company valid in law ?
(b) Enumerate the Compounding Authorities under Companies Act, 2013. Write the procedure
for compounding in brief.
(c) Can Registrar of Companies order adjudication proceedings under Section 454 of
Companies Act, 2013 ? In what cases can the Central Government appoint him as
the Adjudicating Officer ?
(d) An investigation has been initiated against PR Limited under Section 210 of the Companies
Act, 2013. M, the Managing Director of PR Limited, refused to produce books of
accounts before the Inspector and disobeyed the direction issued by the Inspector.
What would be the penal provisions for such an action under the Companies Act,
2013 ?
(4 marks each)
5. (a) During the Statutory audit of MOP Limited, the auditors found that a fraud has been
committed against the Company by its officers amounting to more than ` l0 Crore.
What are the duties of statutory auditors in the given case under the Companies
Act, 2013 ?
(b) ‘‘Crisis Management is not necessarily the same thing as risk management’’. What
is Crisis Management and how is it different from risk management. Explain in detail
guidelines/recommendations for establishing a good crisis management plan.
(8 marks each)
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: 7 :
6. (a) POB Limited wants to design and implement an effective Enterprise Risk Management
(ERM) system. Evaluate the challenges likely to be faced by the Company during
implementation of ERM system.
(b) G is the General Manager (HR) of XYZ Limited. He wrongfully withholds the flat
of the Company and also lets it out on rent to someone. XYZ Limited has filed
a complaint against G. What are the penalties for such a conduct under the Companies
Act, 2013.
(c) ‘‘Class action suit is a new mechanism in India to claim the loss caused to the specified
stakeholders of the Company not only from the Company but also from other entities’’.
Analyse the statement in brief.
(d) ‘‘The minority shareholders are empowered under the Companies Act, 2013 to bring
action with a view to prevent the majority from oppression and mismanagement’’.
Justify the statement with rights available to minority shareholders under the Act.
(4 marks each)
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