Chapter 1 – Preliminary

1. Nov 2022 - Referring the relevant provisions of the Companies Act, 2013, examine, whether following
companies will be considered as listed company or unlisted company -
1. ABC Limited, a public company, has listed its non-convertible Debt securities issued on private
placement basis in terms of SEBI (Issue and Listing of Debt Securities) Regulations, 2008.

2. CHG Limited, a public company, has listed its non-convertible redeemable preference shares issued on
private placement basis in terms of SEBI (Issue and Listing of Non-Convertible Redeemable Preference
Shares) Regulations, 2013.

3. PRS Limited, a public company, which has not listed its equity shares on a recognized stock exchange
but whose equity shares are listed on a stock exchange in a jurisdiction as specified in sub-section
(3) of section 23 of the Companies Act, 2013.

2. July 2021, MTP May 2024 & RTP Jan 2025 - The information extracted from the audited Financial
Statement of Smart Solutions Private Limited as at 31st March, 2020 is as below:

a. Paid-up equity share capital 50,00,000 divided into 5,00,000 equity shares (carrying voting rights) of
10 each. There is no change in the paid-up share capital thereafter.
b. The turnover is 18,00,00,000.

It is further understood that Nice Software Limited, which is a public limited company, is holding 2,00,000
equity shares, fully paid-up, of Smart Solutions Private Limited. Smart Solutions Private Limited has filed
its Financial Statement for the said year with the Registrar of Companies (ROC) excluding the Cash Flow
Statement within the prescribed time line during the financial year 2020-21. The ROC has issued a notice
to Smart Solutions Private Limited as it has failed to file the cash flow statement along with the Balance
Sheet and Profit and Loss Account. You are to advise on the following points explaining the provisions of
the Companies Act, 2013:

1. Whether Smart Solutions Private Limited shall be deemed to be a small company whose significant
equity shares are held by a public company?
2. Whether Smart Solutions Private Limited has defaulted in filing its financial statement?

3. Nov 2019 & RTP Sep 2024 – SKP Limited (Registered in India), a wholly owned subsidiary company of
Herry Limited decided to follow different financial year for consolidation of its accounts outside India. State
the procedure to be followed in this regard.

Chapter 2 – Incorporation
4. Study Mat - Amar, Akbar, and Anthony along with five of their friends were member of Harmony Limited.
Amar and Akbar died on 18th August 2022, resultantly members count reduced to 6 and every one aware
about it. Harmony limited continued its operation without increasing members. In March 2023, Company
took loan for business operations, and defaulted in payment thereof. Comment.

5. MTP May 2021 - Mr. Shyamlal is a B. Tech in computer science. He has promoted an IT start up and got
it registered as a Private Limited Company. Initially, only he and his family members are holding all the
shares in the company. While drafting the Articles of Association of the company, it has been included
that Mr. Shyamlal will remain as a director of the company for lifetime.

CA HARSH GUPTA Examiner’s Favourite Questions – Jan 2025

 Mr. Mehra, a close friend of Mr. Shyamlal has warned him (Mr. Shyamlal) that in future if 75% or more
shares in the company are held by non- family members then by passing a Special Resolution, the relevant
articles can be amended and Mr. Shyamlal may be removed from the post of director.

Mr. Shyamlal has approached you to advise him for protecting his position as a director for lifetime. Give
your answer as per the provisions of the Companies Act, 2013.

6. RTP Sep 2024 - ABC Pvt. Ltd., a company that has been operational for two years, was incorporated with
the submission of false information and suppression of material facts. The company’s founders, Mr. X and
Ms. Y, provided incorrect financial statements and concealed significant liabilities during the incorporation
process. This misrepresentation was recently uncovered during an internal audit initiated by the company’s
new CFO, Mr. Z.
Upon discovering these fraudulent actions, Mr. Z has filed an application with the National Company Law
Tribunal (NCLT). Explain the provisions of the Companies Act, 2013 in respect where a company has been
incorporated by furnishing false or incorrect information.

7. Study Mat, May 2019, MTP Nov 2020, MTP Nov 2023 & Nov 2023 - A group of individuals intend to form
a club namely ’Budding Pilots Flying club’ as limited liability company to impart class room teaching and
aircraft flight training to trainee pilots. It was decided to form a limited liability company for charitable
purpose under Section 8 of the companies Act, 2013 for a period of ten years and thereafter the club will
be dissolved and the surplus of assets over the liabilities, if any, will be distributed amongst the members
as a usual procedure allowed under the Companies Act. Examine the feasibility of the proposal and advise
the promoters considering the provisions of the Companies Act, 2013.

8. MTP May 2021 - Mr. Dinesh incorporated a new Private Limited Company under the provisions of the
Companies Act, 2013 and desires to commence the business immediately. Please advise Mr. Dinesh about
the procedure for commencement of business as laid under the provisions of the Section 10A of the
Companies Act, 2013.

9. July 2021 - Examine the validity of the following different decisions/proposals regarding change of office
by A Ltd. under the provisions of the Companies Act, 2013:
(i) The Registered office is shifted from Thane (Local Limit of Thane District) to Dadar (Local limit
of Mumbai District), both places falling within the jurisdiction of the Registrar of Mumbai, by passing
a special resolution but without obtaining the approval of the Regional Director.
(ii) The Registered office is situated in Mumbai, Maharashtra (within the jurisdiction of the Registrar,
Mumbai, Maharashtra State) whereas the Corporate Office is situated in Pune, Maharashtra State
(within the jurisdiction of the Registrar, Pune). A Ltd. proposes to shift its corporate office from·
Pune to Mumbai under the authority of a Board· resolution.
(iii) The registered office situated in certain place of a city is proposed to be shifted to another place
within the local limits of the same city under the authority of Boar d Resolution.

10. RTP Nov 2019 - Vintage security equipments limited is a manufacturer of CCTV cameras. It has raised
100 crores through public issue of its equity shares for starting one more unit of CCTV camera
manufacturing. It has utilized 10 crores rupees and then it realized that its existing business has no potential
for expansion because government has reduced customs duty on import of CCTV camera hence imported
cameras from china are cheaper than its own manufacturing. Now it wants to utilize remaining amount in
mobile app development business by adding a new object in its memorandum of association.
Does the Companies Act, 2013 allow such change of object. If not, then what advise will you give to
company. If yes, then give steps to be followed.

CA HARSH GUPTA Examiner’s Favourite Questions – Jan 2025

 11. Study Mat; MTP May 2022 & RTP May 2023 - Manglu and friends got registered a company in the name
of Taxmann advisory private limited. Taxmann is a registered trade mark. After 5 years When the owner of
trade mark came to know about the same, it filed an application with relevant authority. Can the company
be compelled to change its name by the owner of trademark? Can the owner of registered trade mark
request the company and then company changes its name at its discretion?

12. Study Mat, RTP Nov 19, MTP Nov 2022 & MTP May 2023 – S Ltd. is a company in which H Ltd. is
holding 60% of its paid up share capital. One of the shareholder of H Ltd. made a charitable trust and
donated his 10% shares in H Ltd. and 50 crores to the trust. He appoints S Ltd. as the trustee. All the
assets of the trust are held in the name of S Ltd. Can a subsidiary hold shares in its holding company in
this way?

13. MTP May 2024 - Explain the provisions of the Companies Act, 2013 relating to the ‘Service of Documents’
on a company and the members of the company?

Chapter 3 – Prospectus
14. RTP Jan 2025 - XYZ Limited issued a prospectus to raise funds for a new manufacturing project. After
successfully raising the funds, the company identified an investment opportunity in a different industry six
months later, requiring a significant portion of the funds. The proposed investment involved trading in equity
shares of other listed companies.

The board of directors suggested varying the original objectives for which the funds were raised to allow
this new investment and recommended passing a special resolution in the company’s general meeting. While
the promoters and controlling shareholders supported this change, some shareholders expressed concerns,
particularly regarding the deviation from the initially stated purpose of the funds.

Based on the provisions of the Companies Act, 2013, advise on the validity of the proposal to redirect the
funds toward this new investment.

15. July 2021 & MTP May 2022 - ABC Limited proposes to issue series of debentures frequently within a
period of one year to raise the funds without undergoing the complicated exercise of issuing the prospectus
every time of issuing a new series of debentures. Examine the feasibility of the proposal of ABC Limited
having taken into account the concept of deemed prospectus dealt with under the provisions of the
Companies Act, 2013.

16. May 2022 - The Board of Directors of ABC Limited are proposing to raise funds from the public through
issue of equity shares. However due to volatile financial markets, the price per share and the number of
shares to be issued are left open and to be decided post closure of the issue. As a financial advisor of the
company, what would you suggest to the Board in this regard as per the provisions of the Companies Act,
2013?

17. MTP May 19 - State in what way does the Companies Act, 2013 regulate and restrict the following in
respect of a company going for public issue of shares:
(i) Minimum Subscription, and
(ii) Application Money payable on shares being issued?

18. May 2019 - Modern Jewellery Ltd. decides to pay 5% of the issue price gap of shares as underwriting
commission to the underwriters, but the Articles of the company authorise only 4% underwriting commission
on shares. Examine the validity of the above decision under the provisions of Companies Act, 2013.

CA HARSH GUPTA Examiner’s Favourite Questions – Jan 2025

 19. Jan 2021 & MTP Nov 2023 - CDS Ltd. is planning to make a private placement of securities. The Managing
Director arranged to obtain a brief note from some source explaining the salient features of the issue of
private placement that the Board of Directors shall keep in mind while approving the proposal on this
subject. The brief note includes, inter alia, the information / suggestions on the following points:
(i) A private placement shall be made only to a select group of identified persons not exceeding 200 in
a financial year.
The aforesaid ceiling of identified persons shall not apply to the offer made to the qualified institutional
buyers but is applicable to the employees of the Company who will be covered under the Company's
Employees Stock Option Scheme.
(ii) The offer on private placement basis shall be made only once in a financial year for any number of
identified persons not exceeding 200.

The Company solicits your remarks on the points referred above as to whether they are valid or not?
Reasoned remarks should be given in accordance with the provisions of the Companies Act, 2013.

Chapter 4 – Share Capital & Debentures

20. May 2018 - Can equity shares with differential voting rights be issued? If yes, state the conditions under
which such shares may be issued.

21. RTP Nov 2018 - Growmore Limited’s share capital is divided into different classes. Now, Growmore Limited
intends to vary the rights attached to a particular class of shares. Explain the provisions of the Companies
Act, 2013 to Growmore Limited as to obtaining consent from the shareholders in relation to variation of
rights.

22. RTP Nov 2023 - Satvikya Private Limited was formed on 25th April, 2020. At the time of formation, it had
provided in its articles that the company shall not be permitted to accept or keep advance subscription or
call money in advance. However, in the August 2023, the need was felt to amend the articles with respect
to retention of calls-in-advance.
Decide whether the provision inserted in the articles at the time of formation of the company, can be
considered as void?

23. MTP May 2023 & MTP Nov 2023 - State the purposes for which the securities premium account can be
utilized?

24. Nov 2020 & MTP Nov 2022 - ABC Limited is a public company incorporated in New Delhi. The Board of
Directors (BOD) of the company wants to bring a public issue of 100000 equity shares of 10 each. The
BOD has appointed an underwriter for this issue for ensuring the minimum subscription of the issue. The
underwriter advised the BOD that due to current economic situation of the Country it would be better if
the company offers these shares at a discount of 1 per share to ensure full subscription of this public
issue. The Board of Directors agreed to the suggestion of underwriter and offered the shares at a discount
of 1 per share. The issue was fully subscribed and the shares were allotted to the applicants in due course.
Decide whether the issue of shares as mentioned above is valid or not as per Section 53 of Companies Act
2013. What would be your answer in the above case if the shares are issued to employees as Sweat equity
shares?

25. RTP Jan 2025 - XYZ Tech Solutions Limited is a growing technology company that has seen significant
contributions from its employees and directors in the development of a ground breaking software product.
To reward these key contributors, the board proposed issuing sweat equity shares to certain employees and

CA HARSH GUPTA Examiner’s Favourite Questions – Jan 2025

 directors. XYZ Tech Solutions Limited already has issued ordinary equity shares but has never issued sweat
equity shares before.

The company has a paid-up equity share capital 20 crore. The company has proposed to issue sweat
equity shares worth 4 crore of face value. The company’s board has drafted a special resolution outlining
the proposed issuance of sweat equity shares and including specific details, such as the number of shares,
the current market price, consideration (if any), and the classes of directors and employees eligible to
receive the shares.

26. Study Mat & May 2022 – SKS Limited issued 8% 1,50,000; Redeemable Preference Shares of 100 each
in the month of May, 2010, which are liable to be redeemed within a period of 10 years. Due to the Covid-
19 pandemic, the Company is neither in a position to redeem the preference shares nor to pay dividend in
accordance with the terms of issue. The Company with the consent of Redeemable Preference Shareholders
of 70% in value, made a petition to the Tribunal [NCLT] to accord approval to issue further redeemable
preference shares equal to the amount due. Will the petition be approved by the Tribunal in the light of
the provisions of the Companies Act, 2013?
Can the company include the dividend unpaid in the above issue of redeemable preference shares?

27. Study Mat, RTP May 2018, MTP Nov 19 & MTP Nov 2021 - Mr Nilesh has transferred 1000 shares of Perfect
Ltd. to Ms. Mukta. The company has refused to register transfer of shares and does not even send a notice
of refusal to Mr. Nilesh or Ms. Mukta respectively within the prescribed period. Discuss as per the provisions
of the Companies Act, 2013, whether aggrieved party has any right(s) against the company for such
refusal?

28. RTP Nov 2023 - Shree Limited has an Authorized Capital of 10,00,000 equity shares of the face value of
100 each. Some of the shareholders expressed their opinion in the Annual General Meeting that it is very
difficult for them to trade in the shares of the company in the stock market and requested the company
to reduce the face value of each share to 10 and increase the number of shares to 1,00,00,000. Examine,
whether the request of the shareholders is considerable, as per the provisions of the Companies Act, 2013.

29. RTP Nov 2018 - Earth Ltd., a Public Company offer the new shares (further issue of shares) to persons
other than the existing shareholders of the Company. Explain the conditions when shares can be issued to
persons other than existing shareholders. Discuss whether these shares can be offered to the Preference
Shareholders?

30. Study Mat & MTP May 2023 - Mars India Ltd. owed to Sunil 1,000. On becoming this debt payable, the
company offered Sunil 10 shares of 100 each in full settlement of the debt. The said shares were fully
paid and were allotted to Sunil. Examine the validity of this allotment in the light of the provisions of the
Companies Act, 2013.

31. Study Mat, RTP Nov 2020, RTP May 2021 & MTP May 2023 – Surya Ltd. is engaged in the manufacture
of consumer goods and has got a good brand value. Over the years, it has built a good reputation and its
Balance Sheet as at March 31, 2019 shows the following position:
Authorized Share Capital (25,00,000 equity shares of face value of 10/- each) 2,50,00,000
Issued, subscribed and paid-up capital (10,00,000 equity shares of face value of 10/- each, fully paid-up)
1,00,00,000
Free Reserves 3,00,00,000
The Board of Directors are proposing to declare a bonus issue of 1 share for every 2 shares held by the
existing shareholders. The Board wants to know the conditions and the manner of issuing bonus shares
under the provisions of the Companies Act, 2013. Discuss.

CA HARSH GUPTA Examiner’s Favourite Questions – Jan 2025

 32. RTP May 2020 - K Limited, a subsidiary of Old Limited, decides to give a loan of 4,00,000 to the Human
Resource Manager, who is not a Key Managerial Personnel of K Limited, drawing salary of 30,000 per
month, to buy 500 partly paid-up equity Shares of 1000 each in K Limited. Examine the validity of
company's decision under the provisions of the Companies Act, 2013.

33. Nov 2019 - 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 5th, 2019 to January 25th,
2019 and percentage of buyback is reduced from 30% to 25% keeping the source of purchase as
above?

34. Nov 2021 & RTP Nov 2022 - What are provisions of the Companies Act, 2013 relating to the appointment
of ‘Debenture Trustee’ by a company? Whether the following can be appointed as ‘Debenture Trustee’?
1. A shareholder of the company who has shares of 10,000.
2. A creditor whom the company owes 999 only.
3. A person who has given a guarantee for repayment of amount of debentures issued by the company.

Chapter 5 – Deposits
35. Nov 2019, RTP May 2022, MTP May 2022, RTP May 2023 & MTP Jan 2025 - Define the term ‘deposit’
under the provisions of the Companies Act, 2013 and comment with relevant provisions that the following
amount received by a company will be considered as deposit or not:
1. 5,00,000 raised by Rishi Ltd. through issue of non-convertible debenture not constituting a charge on
the assets of the company and listed on a recognised stock exchange as per applicable regulations made
by SEBI.
2. 2,00,000 received from Mr. T, an employee of the company who is drawing annual salary of 1,50,000
under a contract of employment with the company in the nature of non-interest bearing security
deposit.
3. Amount of 3,00,000 received by a private company from a relative of a Director, declared by the
depositor as out of gift received from his mother.
4. Bhupendra, one of the Directors of Moon Technology Private Limited, a start-up company, requested his
close friend Paras to lend to the company 20.00 lacs in a single tranche by way of a convertible note
repayable within a period of six years from the date of its issue. Advise whether it is a deposit or not.
5. Shriram Readymade Garments Limited wants to accept deposits of 50.00 lacs from its member for
tenure, which is less than six months. Is there any possibility to do so?
6. The turnover of Y Ltd. is 400 crore as per last audited financial statement and net worth is 50
crores. Can Y Ltd. accept deposits from the public as per section 73 of the Companies Act, 2013?
7. Wire Electricals Limited having paid-up capital of 1.00 crore availed a term loan of 10,00,000 from
ABC Bank Limited to purchase electrical items. Mr. Taar, one of the directors of the company, is of
the opinion that it shall be considered as ‘deposit’. Is his contention correct?
8. A Government Company, which is eligible to accept deposits under Section 76 of the Companies Act,
2013, cannot accept deposits from public exceeding 25% of the aggregate of its paid-up capital, free
reserves and security premium account. Is this correct?

CA HARSH GUPTA Examiner’s Favourite Questions – Jan 2025

 36. Nov 2020 – Viki Limited is engaged in the business of consumer durables. It is managed by a team of
professional managers. The Company has not made default in payment of statutory dues, and repayment
of debenture/Institutional loan with interest. The Company advertised a circular in the newspaper dated
20th September 2020 inviting the deposits from the members and public for the first time. The latest
audited financial statement of the Company revealed the follow data, as on 31.3.2020

Paid up Share Capital 70 crores

Securities Premium 20 crores
Free Reserves 20 crores
Long-term borrowings 50 crores

The Company in the advertisement invited public deposit for a period of 4 Months Plan A and Plan B for
36 Months.

1. Explain the term ‘eligible company’ and calculate the Maximum amount of Deposit that can be accepted
from Public (Non - Member) for Plan A and Plan B based on latest audited Financial Statement under
the provisions of the Companies Act, 2013.

2. Calculate the maximum amount of deposit Viki Limited can accept from the public under Plan B in case
it is a wholly owned Government Company under the provisions of the said Act.

37. MTP Nov 2023 - Hello Limited received share application money of 50 Lakh on 01.06.2023 but failed to
allot shares within the prescribed time limit.
The share application money of 5 Lakh received from Diwas, a customer of the Company, was refunded
by way of book adjustment towards the dues payable by him to the company on 30.07.2023. The Company
Secretary of Hello Limited reported to the Board that the entire amount of 50 Lakh shall be deemed to
be 'Deposits' as on 31.07.2023 and the Company is required to comply with the provisions of the Companies
Act, 2013 applicable to acceptance of deposits in relation to this amount.
You are required to examine the validity of the reporting of the Company Secretary in the light of the
relevant provisions of the Companies Act, 2013.

38. RTP Nov 2023 - A Limited Company raised the secured deposit of 80 crore an 30th June, 2023 from the
public on interest @ 12% p.a. repayable after 3 years. The charges have been created within prescribed
time in favour of trustee of depositors against the deposit taking following assets of the company as
security:
Land & Building 55 crore
Plant & machinery 15 crore
Factory Shed 10 crore
Trade Mark 10 crore
Goodwill 15 crore

Decide on the validity of the charges created with reference to the provisions of the Companies Act, 2013.

Chapter 6 – Charges
39. MTP May 2024 - What is ‘Floating Charge’? When does it get crystallised?

40. Jan 2021 & MTP May 2023 - Moon Light Ltd. is having its establishment in USA. It obtained a loan there
creating a charge on the assets of the foreign establishment. The Company received a notice from the
Registrar of Companies for not filing the particulars of charge created by the Company on the property or
assets situated outside India. The Company wants to defend the notice on the ground that it shall not be

CA HARSH GUPTA Examiner’s Favourite Questions – Jan 2025

 the duty of the company to register the particulars of the charge created on the assets not located in
India.
Do you agree with the stand taken by the Company? Give your answer with respect to the provisions of
the Companies Act, 2013.

41. RTP Jan 2025 - PQR Limited, a manufacturing company, is in the process of expanding its operations. To
support this expansion, PQR Limited has acquired a plot of land along with the buildings on it from ABC
Limited, another company in the same industry. The property, however, is subject to an existing charge,
created in favor of a bank as security for a loan taken by ABC Limited. This charge had been registered
by ABC Limited at that time. The directors of PQR Limited are of the opinion that as the charge for the
property was already created, there is no further obligation to be fulfilled from the side of PQR Limited.

After negotiations, the bank, as the charge holder, consents to the sale and transfer of the property to
PQR Limited with the condition that PQR Limited must register a new charge over the acquired property
as security for its own loan obligations.

Advise whether the contention of directors of PQR Limited is correct. Give your answer in terms of the
provisions of the Companies Act, 2013.

42. MTP May 2021 & MTP May 2022 - Mr. A is working with a reputed Chartered Accountant firm in Delhi.
After gaining an experience of 5 years, now Mr. A is planning to open his own firm A and Associates. He
has now purchased a commercial property in Delhi belonging to Kesha Limited after entering into an
agreement with the company. At the time of registration, Mr. A comes to know that the title deed of the
company is not free and the company expresses its inability to get the title deed transferred in his name
contending that he ought to have the knowledge of charge created on the property of the company. Explain,
whether the contention of Kesha Limited is correct? Give your answer with respect to the provisions of the
Companies Act, 2013.

43. May 2019 - State, with reasons, whether the following statements are True or False?
(i) The Registrar of Companies is not bound to issue notice to the holder of charge, if the company gives
intimation of satisfaction of charge in the specified form and signed by the holder of charge.
(ii) The Registrar of Companies may allow the company or holder of charge to file intimation within a
period of 300 days of the satisfaction of charge on payment of fee and additional fees as may be
prescribed.

Chapter 7 – Management & Administration

44. RTP Nov 2023 - The paid-up share capital of Golden Shoes Limited is 25,00,000 divided into 2,50,000
equity shares of 10 each. Some of the shareholders holding 2,500 equity shares are residents of London
for whom a foreign register of shareholders is opened thereat on November 1, 2022. Advise Golden Shoes
Limited, within how much time after opening of ‘foreign register’, it is required to file with the Registrar
of Companies, a notice of situation of the London office.

45. RTP Nov 2021 - Nutty Buddy Limited is manufacturing premium quality milk based ice cream in two flavors,
first chocolate and second butter scotch. The company called its Annual General Meeting (AGM) in order
to lay down the financial statements for Shareholders’ approval. However, due to want of quorum, the
meeting was cancelled. Also, the Directors of the company did not file the Annual Return with the Registrar.
The directors were of the idea that the time for filing of returns within 60 days from the date of AGM
would not apply, as AGM was cancelled. Has the company contravened the provisions of Companies Act,
2013? If the company has contravened the provisions of the Act, how will it be penalized?

CA HARSH GUPTA Examiner’s Favourite Questions – Jan 2025

 46. RTP Jan 2025 - Pran Limited is an unlisted company, having its registered office at Agartala. The company
scheduled its Annual General Meeting (AGM) on 31st July, 2024 in Goa. The meeting commenced at 3:00
PM and concluded at 6:00 PM.

It is also provided that by 1st July, 2024, the company had obtained written consent from all members via
email, agreeing to hold the AGM at this out-of-state location. As per the Companies Act, 2013, evaluate
whether the AGM was validly conducted.

47. Nov 2021 - Examine the validity of the following with reference to the relevant provisions of the Companies
Act, 2013:
1. The Board of Directors of a company refuse to convene the extraordinary general meeting of the
members on the ground that the requisitionists have not given explanatory statement for the resolution
proposed to be passed at the meeting.
2. The Board of Directors refuse to convene the extraordinary general meeting on the ground that the
requisitions have not been signed by the joint holder of the shares.
3. Adjournment of extraordinary general meeting called upon the requisition of members on the ground
that the quorum was not present in the meeting.

48. May 2019, RTP Nov 2020 & Nov 2021 - Madurai Ltd, issued a notice for holding of its Annual general
meeting on 7th November 2018. The notice was posted to the members on 16 th October 2018. Some members
of the company allege that the company had not complied with the provisions of the Companies Act, 2013
with regard to the period of notice and as such the meeting was valid. Referring to the provisions of the
Act, decide:
1. Whether the meeting has been validly called?
2. If there is a shortfall, state and explain by how many days does the notice fall short of the statutory
requirement?
3. Can the delay in giving notice be condoned?

49. MTP May 2022 - Kurt Limited is a company engaged in the business of manufacturing papers. The company
has approached you to explain them the following as per the provisions of the Companies Act, 2013:
1. Quorum for the general meeting if the company has 800 members.
2. Quorum for the general meeting if the company has 6500 members.
3. Quorum for the general meeting if the company has 5500 members. The articles of association has
prescribed the quorum for the meeting to be 50.

50. MTP May 2023 - The Chairman of the meeting of a public company received a Proxy 54 hours before the
time fixed for the start of the meeting. He refused to accept the Proxy on the ground that the Articles of
the company provided that a Proxy must be filed 60 hours before the start of the meeting. Decide, under
the provisions of the Companies Act, 2013 whether the Proxy holder can compel the Chairman to admit
the Proxy?

51. RTP May 2024 - Prakash and some of his friends are members of Focus Limited, a company with a paid-
up share capital of one crore. They all intend to propose a resolution at the forthcoming General Meeting
of the company which is going to be held in CP, New Delhi i.e. the place where Registered Office of Focus
Limited is situated.
1. Kindly provide guidance to Prakash and his friends on the requisite minimum paid-up share capital they
should hold to initiate a members' resolution.
2. What are the other requirements that Prakash and his friends need to keep in mind for moving a
members’ resolution.

CA HARSH GUPTA Examiner’s Favourite Questions – Jan 2025

 52. RTP Nov 19 - Mr. Pink held 100 partly paid-up shares of Red Limited. The company asked him to pay the
final call money on the shares. Due to some unavoidable circumstances he was unable to pay the amount
of call money to the company. At a general meeting of the shareholders, the chairman disallowed him to
cast his vote on the ground that the articles do not permit a shareholder to vote if he has not paid the
calls on the shares held by him. Mr. Pink contested the decision of the Chairman. Referring to the provisions
of the Companies Act, 2013 decide whether the contention of Mr. Pink is valid.

53. Nov 2021 & RTP Nov 2022 - Explain the provisions of e-voting in an annual general meeting in the
following cases as per the Companies Act, 2013:
1. ‘A’ and his wife ‘B’ has joint Demat Account in Alfa Investment Ltd. in such a case, who will cast
the vote in e-voting system?
2. AGM is going to be held on 07-09-2020. Then what will be the e- voting period and the time of
closing?

54. RTP May 2024 - Prakash and some of his friends are members of Focus Limited, a company with a paid-
up share capital of one crore. They all intend to propose a resolution at the forthcoming General Meeting
of the company which is going to be held in CP, New Delhi i.e. the place where Registered Office of Focus
Limited is situated.
1. Kindly provide guidance to Prakash and his friends on the requisite minimum paid-up share capital
they should hold to initiate a members’ resolution.
2. What are the other requirements that Prakash and his friends need to keep in mind for moving a
members’ resolution.

55. Nov 2018 – Members of ZA Ltd. holding less than 1% of total voting power want the company to give a
special notice to move a resolution for appointment of an auditor other than retiring auditor. Explain whether
members have complied with relevant provisions of the Companies Act, 2013 in making their request.

56. MTP May 19, MTP May 2022 & MTP May 2023 - Miraj Limited held its Annual General Meeting on
September 15, 2018. The meeting was presided over by Mr. Venkat, the Chairman of the Company’s Board
of Directors. On September 17, 2018, R. Venkat, the Chairman, without signing the minutes of the meeting,
left India to look after his father who fell sick in London. Referring to the provisions of the Companies
Act, 2013, examine the manner in which the minutes of the above meeting are to be signed in the absence
of Mr. Venkat and by whom.

Chapter 8 – Dividend
57. MTP May 2020 - MNP Ltd. has a paid-up share capital of 10 crore and free reserves of 50 crore, as
on 31st March, 2019. The company made a loss of 40 lakh after providing for depreciation for the year
ended 31st March, 2019 and as a result, the company was not in a position to declare any dividend for the
said year out of profits. However, the Board of directors of the company announced the declaration of
dividend of 20% on the equity shares payable out of free reserves. The average dividend declared by the
company in the last three years is 25%. Referring to the provisions of the Companies Act, 2013, examine
the validity of declaration of dividend.

58. May 2019, MTP May 2020 & MTP May 2022 - Cadila Ltd. incurred loss in business upto current quarter
of financial year 2018-19. The company has declared dividend at the rate of 12%, 15% and 18% respectively
in the immediately preceding three years. Inspite of the loss, the Board of Directors of the company have
decided to declare interim dividend @ 15% for the current financial year. Examine the decision of Cadila
Ltd. stating the provisions of declaration of interim dividend under the Companies Act, 2013.

CA HARSH GUPTA Examiner’s Favourite Questions – Jan 2025

 59. July 2021 - ASR Limited declared dividend at its Annual General Meeting held on 31-12-2020. The dividend
warrant to Mr. A, a shareholder was posted on 22nd January, 2021. Due to postal delay Mr. A received the
warrant on 5th February, 2021 and encashed it subsequently. Can Mr. A initiate action against the company
for failure to distribute the dividend within 30 days of declaration under the provisions of the Companies
Act, 2013?

60. MTP May 19 & May 2022 - Karan was holding 5000 equity shares of Rs. 100 each of M/s. Future Ltd. A
final call of Rs. 10 per share was not paid by Karan. M/s. Future Ltd. declared dividend of 10%. Examine
with reference to relevant provisions of the Companies Act, 2013, the amount of dividend Karan should
receive.

61. RTP Nov 2023 - The dividend amounts received or receivable on equity shares held by Mr. Vaibhav for the
financial year 2021-22 was as follows:

Name of the company Dividend declared on Dividend amount ( ) Remarks

Suvaas Limited 25.08.2022 800 Dividend was paid on
23.10.2022
Bhandol Nidhi Limited 04.09.2022 100 Dividend was not paid
within stipulated time

Also, Mr. Vaibhav holds 100 cumulative preference shares of face value 1,00,000, in aggregate, of Jipanti
Limited on which dividend payable is at the rate of 8% p.a. However, during financial year 2021-22, Jipanti
Limited did not earn any profits.

In the context of aforesaid case-scenario, please answer to the following question(s): -

a. What could be the punishment to the company(ies) aforesaid in the table, with respect to delayed
payment of dividend amount(s)?
b. Whether Jipanti Ltd. is required to pay dividend on cumulative preference shares for financial year
2021-22?

Chapter 9 – Accounts of the Company

62. Nov 2019 & RTP Nov 2022 –
(i) Ravi Limited maintained its books of accounts under Single Entry System of Accounting. Is it
permitted under the provisions of the Companies Act, 2013?
(ii) State the person responsible for complying with the provisions regarding maintenance of Books of
Accounts of a company.
(iii) Whether a company can keep books of accounts in electronic mode accessible only outside India.

63. May 2022 & RTP May 2023 - XYZ Ltd. received a communication from Central Government for preparation
of periodical financial results and complete audit or limited review of such periodical financial results. The
Board of Directors have raised an objection on the ground that as it is an unlisted company, periodical
financial results need not to be prepared. Examine, referring the provisions of the Companies Act, 2013, in
this regard.

64. May 2019 - The Income Tax Authorities in the current financial year 2019-20 observed, during the
assessment proceedings, a need to re-open the accounts of Chetan Ltd. for the financial year 2008-09
and, therefore, filed an application before the National Company Law Tribunal (NCLT) to issue the order
to Chetan Ltd. for re-opening of its accounts and recasting the financial statements for the financial year
2008-09. Examine the validity of the application filed by the Income Tax Authorities to NCLT.

CA HARSH GUPTA Examiner’s Favourite Questions – Jan 2025

 65. May 2018, Nov 2021 & MTP May 2024 - State any four contents of a Director’s Responsibility Statement
as required under Section 134 of the Companies Act, 2013.

66. RTP May 2018 & MTP May 2020 - Altar Limited has on its Board, four Directors viz. W, X, Y and Z. In
addition, the company has Mr. D as the Managing Director. The company also has a full time Company
Secretary, Mr. Wise, on its rolls. The financial statements of the company for the year ended 31st March,
2017 were authenticated by two of the directors, Mr. X and Y under their signatures. Referring to the
provisions of the Companies Act, 2013:

1. Examine the validity of the authentication of the Balance Sheet and Statement of Profit & Loss and
the Board’s Report.
2. What would be your answer in case the company is a One Person Company (OPC) and has only one
Director, who has authenticated the Balance Sheet and Statement of Profit & Loss and the Board’s
Report?

67. Nov 2016 & RTP May 2018 – Super Real Estate Limited, a listed company has made the following profits,
the profits reflect eligible profits under the relevant section of the Companies Act, 2013 –
Financial Year Amount (INR crore)
2011-12 20
2012-13 40
2013-14 30
2014-15 70
2015-16 50
i Calculate the amount that the company has to spend towards CSR.
ii Give the composition of the CSR Committee
iii Will the company suffer penalties if they fail to provide for or incur expenditure for CSR?
iv List only 2 activities that are expressly prohibited from being considered as CSR activates.

68. May 2022 & RTP May 2023 - SKIP Limited (the Company) was incorporated on 01.04.2019. The balances
extracted from its audited financial statement are as given below:

Financial Year (FY) Net Profit before tax Net Profit after tax (Ignore Income Tax computation)
2019-20 5.00 crore 3.75 crore
2020-21 7.00 crore 5.25 crore

The Company proposes to allocate the minimum required amount for CSR Activities to be undertaken during
FY 2021-22, if it is mandatory. You are requested to advice the Company in this regard and compute the
minimum amount to be allocated, if so required, taking into account the relevant provisions of the Companies
Act, 2013.
69. July 2021 – The balances extracted from the financial statement of ABC Limited are as below:

S. No. Particulars Balances as on 31-03-2020 as Balances as on 30-09-

per Audited Financial 2020
Statement ( in crore) (Provisional in crore)

1 Net worth 100 100

2 Turnover 500 1000
3 Net Profit 1 5

CA HARSH GUPTA Examiner’s Favourite Questions – Jan 2025

 Explaining the provisions of the Companies Act, 2013, you are requested to examine whether ABC Limited
is required to constitute 'Corporate Social Responsibility Committee' (CSR Committee) during the second
half of the financial year 2020-21.

70. Nov 2018 - A Housing Finance Ltd. is a housing finance company having a paid-up Share Capital of 11
crores and a turnover of 145 crores during the Financial Year 2017-18. Explain with reference to the
relevant provisions and rules, whether it is necessary for A Housing Finance Ltd. to file its financial
statements in XBRL mode.
71. RTP Nov 2022 - Dhiman Limited, is a company incorporated in India. Dhiman Limited is a leading
manufacturer of sports shoes. It has many subsidiaries, one of them being Best Shoes Limited which is
based in Morocco. Dhiman Limited is in the process of finalization of the consolidated financial statements
of the company for the year ended 31 March 2022. The accounts section of Dhiman Limited has requested
the management of Best Shoes Limited to provide its standalone financial statements to Dhiman Limited.
The subsidiary company prepares its financial statements in the local language of the country and the same
is provided to the Indian parent company. Further, audit of financial statement is not required by the Best
Shoes Limited under the Moroccan laws.
Advise, how would Dhiman Limited deal with the consolidation of such financial statements.

72. RTP May 2023 - Upkaar Nidhi Ltd., was about to hold an AGM on 25th August, 2022, for which the notice
of AGM along with relevant documents, as prescribed, was sent to all its members including the following
–
1. A member individually holding shares with face value of 800 which amounted to 0.16% of the
total paid-up share capital
2. Two members jointly holding shares with face value of 1,600 which amounted to 0.32% of the
total paid-up share capital
3. 42 members each holding individually shares with face value of 600 which amounted to holding
0.12% of the total paid-up share capital for each such member
4. All the remaining members holding individually more than 1.2% of the paid-up share capital of the
company

In the AGM held on 25th August, 2022, the members were not provided with the facility to vote by
electronic means.
In the context of aforesaid case-scenario, please answer whether Upkaar Nidhi Ltd. was required to send
the notice of AGM along with relevant documents to all its members as aforesaid?

73. Jan 2021 & MTP May 2022 - X Ltd. is a listed company having a paid-up share capital of 25 crore as
at 31st March, 2019 and turnover of 100 crore during the financial year 2018-19. The Company Secretary
has advised the Board of Directors that X Ltd. is not required to appoint 'Internal Auditor' as the company's
paid up share capital and turnover are less than the threshold limit prescribed under the Companies Act,
2013. Do you agree with the advice of the Company Secretary? Explain your view referring to the provisions
of the Companies Act, 2013.

Chapter 10 – Audit & Auditors

74. Nov 2020, RTP Nov 2021, MTP May 2022 & MTP May 2023 - The Board of Directors of Moon Light
Limited, a listed company appointed Mr, Tel, a Chartered Accountant as its first auditor within 30 days of
the date of registration of the Company to hold office from the date of incorporation to conclusion of the
first Annual General Meeting (AGM). At the first AGM, Mr. Tel was re-appointed to hold office from the
conclusion of its first AGM till the conclusion of 6th AGM. In the light of the provisions of the Companies
Act, 2013, examine the validity of appointment / reappointment in the following cases -

CA HARSH GUPTA Examiner’s Favourite Questions – Jan 2025

 i. Appointment of Mr. Tel by the Board of Directors.
ii. Re-appointment of Mr. Tel at the first AGM in the above situation.
iii. In case Mr. Bell, Chartered Accountant, was appointed as auditor at the first AGM to hold office from
the conclusion of its first AGM till the conclusion of 5th AGM. i.e., 4 years tenure.

75. MTP Nov 2021 & RTP Nov 2022 - Mr. Yash is a partner and in charge of PQR firm. The firm is appointed
as an auditor firm of A. K. Company limited (listed company). Mr. Yash retires from PQR firm and after
some time join Gupta & Gupta firm as a partner, on 20/05/21. In the general meeting of the company held
on 15/06/21, the company appointed Gupta & Gupta firm as next auditor of the company. Do you think the
company has adhered to the provision of appointing Gupta & Gupta as auditor for the company, under the
Company Act 2013. Explain?

76. RTP May 2022 - Abhiyogic Ltd. having 1,000 members with paid-up capital of 1 crore, decided to hold
its Annual General Meeting (AGM) on 21 August, 2022, and it received a notice on 2nd July, 2022, from
st

its 60 members holding paid-up capital of 7 lakhs, in aggregate, for a resolution to be passed at the AGM
for appointing Vedya & Co., as its auditor from F.Y. 2022-23 onwards, instead of its existing auditor,
Chepal & Co. which was originally appointed for 5 years term and had completed its 4 years term.
Such a notice for resolution was forthwith send by the company to Chepal & Co. which gave its
representation in writing to the company along with a request for its notification to the members of the
company, but it was received too late (3 days before the meeting) by the company
In the context of aforesaid facts, please answer to the following question(s):-
a. Whether the said notice was given by adequate number of members within the prescribed time limit to
Abhiyogic Ltd.?
b. Whether the company was bound to send to its members such representation made by Chepal & Co.
and if it could not have been sent, then in such case, what was the responsibility(ies) of the company?

77. RTP May 19, MTP May 19, MTP May 2020, Nov 2021 & MTP Jan 2025 - Examine the following situations
in the light of the Companies Act, 2013
(i) Mr. Raman, a Chartered Accountant, was appointed as an auditor of Surya Distributors Ltd., in the
AGM of the company held in August, 2020, in which he accepted the assignment. Later on, in
November, 2020, he joined as a partner in the Consultancy firm where Mr. Som is also a partner.
Mr. Som is also working as a Finance executive of Surya Distributors Ltd. Explaining the provisions
of the Companies Act, 2013, decide whether Mr. Raman is required to vacate the office as an auditor.
(ii) Managing Director of ABC Ltd. himself appointed Mr. Aakash, a practicing chartered accountant as
first auditor of the company. Is it a valid appointment? Also explain the provisions of the Companies
Act, 2013, in this regard?
(iii) “Mr. Abhi”, a practicing Chartered Accountant, is holding securities of “Abhiman Ltd.” having face
value of 1000/-. Whether Mr. Abhi is qualified for appointment as an Auditor of Abhiman Ltd.”?
(iv) “Mr. Prakash” is a practising Chartered Accountant and “Mr. Akash”, who is a relative of “Mr.
Prakash” is holding securities of “ABC Ltd.”, having a face value of 70,000/- (market value of
1,10,000/-). Directors of ABC Ltd. want to appoint Mr. Prakash as an auditor of the company.
(v) Mr. Ramesh is a practising Chartered Accountant indebted to MRP Ltd. for 6 lakh. Directors of
MNP Ltd. want to appoint Mr. Ramesh as an auditor of the company.
(vi) Mrs. KVJ spouse of Mr. Kumar, a Chartered Accountant, is the store keeper of PRC Ltd. Directors
of PRC Ltd. want to appoint Mr. Kumar as an auditor of the company.

78. RTP Jan 2025 – HD Software Limited is engaged in the business of providing software services. The
company appointed its statutory auditors (not the first auditor). The Board of directors of the company
informed the auditor that the fees shall be fixed by the Board of directors only. But the auditor objected

CA HARSH GUPTA Examiner’s Favourite Questions – Jan 2025

 to the same. Now the directors have approached you to advise them whether they can solely fix the
remuneration of the auditor.

Chapter 11 – Company incorporated outside India

79. Study Mat, RTP May 18, MTP May 18, MTP May 19, MTP Nov 19 & MTP May 20 - As per provisions of the
Companies Act, 2013, what is the status of XYZ Ltd., a company incorporated in London, U.K., which has
a share transfer office at Mumbai?

80. Study Mat & Nov 2019 - In the light of the provisions of the Companies Act, 2013, examine whether the
following Companies can be considered as a 'Foreign Company' -
1. M/s Red Stone Limited is a Company registered in Singapore. The Board of Directors meets and
executes business decisions at their Board Meeting held in India.
2. M/s Blue Star Public Company Limited registered in Thailand has authorized Mr. 'Y' in India to find
customers and to enter contracts with them on behalf of the Company.
2. M/s Xex Limited Liability Company registered in Dubai has installed its main server in Dubai for
maintaining office automation software by Cloud Computing for its client in India.

81. May 2022 - RFC Limited has been incorporated in Singapore and has a business place in Mumbai. The
company has issued 5,00,000 shares of USD 100 each, consisting of 4,00,000 equity shares and 1,00,000
preference shares. The issued share capital is fully paid up except 5,000 preference shares where USD 50
per share is unpaid. RJW, an Indian citizen is holding 26,000 preference shares which include 1100 partly
paid-up shares and Ronte Limited incorporated in New-Delhi (India) is holding 2,23,500 equity shares in
RFC Limited.
The Registrar of Companies issued notice under Section 379 of the Companies Act, 2013 addressed to the
person whose name and address has been delivered to the Registrar by RFC Limited for compliance under
the Companies Act, 2013 for foreign companies.
The above notice was Delivered at the address which was given by RFC Limited to the Registrar of
Companies.
Answer the following, referring to the provisions of the Companies Act, 2013:
a. Whether RFC Limited is a foreign company?
b. Whether service of notice by the Registrar of companies is valid?

82. Study Mat, RTP May 19 & MTP May 2021 - DEJY as Company Limited incorporated in Singapore desires to
establish a place of business at Mumbai. You being a practicing Chartered Accountant have been appointed
by the company as a liaison officer, for compliance of legal formalities on behalf of the company. Examining
the provisions of the Companies Act, 2013, state the documents you are required to furnish on behalf of
the company, on the establishment of a place of business at Mumbai.

83. MTP May 2024 - What are the documents that must be annexed to a prospectus offering for subscription
in securities of a company incorporated or to be incorporated outside India, as per the Companies
(Registration of Foreign Companies) Rules, 2014?

84. Study Mat - ABC Limited, a foreign company failed to deliver some desired documents to the Registrar of
Companies as required under Section 380 of the Companies Act, 2013. State the provisions of penalty
prescribed under the said Act, which can be levied on ABC Limited for its failure.

CA HARSH GUPTA Examiner’s Favourite Questions – Jan 2025

 Chapter 12 – LLP
85. May 2024 - A dispute among the partners of Limited Liability Partnership (the LLP) jeopardized the
stability of the business. Out of two partners, one due to a quarrel, left the LLP. The other partner alone
continued the business of the LLP. You are being expert in law is requested to explain the provisions
governing the LLP being operated by a single partner and its winding up by the Tribunal as per the
provisions of the Limited Liability Partnership Act, 2008.

86. MTP May 2024 - Mohan and Rakul are college friends and intend to do trading in musical instruments.
They have met Mr. John and Ms. Kate who are non-resident Indian and they all have decided to form a
Limited Liability Partnership (LLP) under the name and style of Mohan John LLP with an initial capital
contribution of 1,00,000 each. The LLP was incorporated on October 15, 2020. The LLP intends to appoint
Mr. John and Ms. Kate as designated partners and consults same with its Company Secretary. You as the
Company Secretary advise the LLP on the appointment of Mr. John and Ms. Kate as the only designated
partners of the LLP.

87. RTP Sep 2024 - XYZ LLP was registered under the Limited Liability Partnership Act, 2008 (LLP Act) with
a name that was later found to be identical to an existing company's name, XYZ OPC Pvt Ltd. This similarity
was not noticed at the time of registration.

Explain the provisions of the Limited Liability Partnership Act, 2008, in respect of the following:
1. When the name of LLP is identical.
2. Formalities with the Registrar of Companies after name change of LLP.

88. RTP Jan 2025 - Amit and Priya are partners in XYZ LLP, a consulting firm. Recently, Priya moved to a
new address but forgot to notify the LLP within the required period. A month later, Amit’s cousin, Ramesh,
expressed interest in joining XYZ LLP as a partner, and after a few discussions, he was accepted as a new
partner.
However, XYZ LLP did not immediately update the Registrar of Companies (RoC) regarding Priya’s address
change or Ramesh’s admission as a partner. Two months after Ramesh joined, the LLP filed a notice with
the RoC about these changes.
Advise the LLP about the default on part of LLP about the non-compliance in respect to not informing the
ROC about:
a. Priya’s address change
b. Ramesh’s admission as a partner.

89. MTP Jan 2025 - Kishore, Kanshik, Yuvan and Bhora were partners in ABC & Associates LLP. Yuvan resigned
from the firm effective from 11th November, 2024 but this was not informed to the Registrar of Companies
by the Limited Liability Partnership or Yuvan. Whether Yuvan will still be liable for the loss of firm of the
transactions entered after 11th November, 2024? Give your answer as per the provisions of the Limited
Liability Partnership Act, 2008.

90. MTP May 2024 – Enumerate the circumstances in which a Limited Liability Partnership may be wound up
by the Tribunal. Give your answer in respect of the provisions of the Limited Liability Partnership Act, 2008.

CA HARSH GUPTA Examiner’s Favourite Questions – Jan 2025