(CA Inter)Jan 27/Sep26

1 The Authorized share capital clause of LMN & Co. ltd. consisted of Preference share capital and Equity share capital both. With regard to equity share capital, the article of association of the company has given authorization to issue differential equity shares. Apart from authorization by the Articles, from the following strike out the condition, which is not mandatory to comply with— (a) Such issue of shares must be authorized by an ordinary resolution passed at a general meeting of the shareholders or by postal ballot, as the case may be (b) The company must haveconsistent track record of distributable profit for the last five years. (c) The company has no subsisting default in the payment of the declared dividend to its shareholders. (d) The company has not defaulted in filing financial statements and annual returns for three financial years immediately preceding the financial year in which it is decided to issue such shares

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20 XYZ Pvt. Ltd. is a Private Limited Company desires to issue shares through private placement to 35 group of persons. At the same time Company also offered securities to 10 employee under ESOP u/s 62(1)(b). While calculating number of persons for private placement under section 42 of the companies Act, 2013, can company also considered numbers of employees to whom the securities has been offered under ESOP u/s 62(1)(b)?

18 Extra Limited is a growing Company and requires additional funds for expansion from time to time. They are following the same process for making an offer to public and then issue those shares. This is very time and energy consuming for them. Kindly advise them if there is any way out. a) During first offer they shall file prospectus with a validity on one year, so subsequent offer issued during the period of validity of that prospectus, no further prospectus is required; b) During first offer they shall file prospectus with a validity on two years, so subsequent offer issued during the period of validity of that prospectus, no further prospectus is required; c) During first offer they shall file shelf prospectus with a validity on one year, so subsequent offer issued during the period of validity of that prospectus, no further prospectus is required; d) During first offer they shall file shelf prospectus with a validity on two years, so subsequent offer issued during the period of validity of that prospectus, no further prospectus is required.

17 Being in need of further capital, Rimsi Cotton-Silk Products Limited opted to offer 50.00 lacs equity shares of Rs. 1 each to 50 identified persons on ‘private placement’ basis and accordingly a letter of offer accompanied by serially numbered application form was sent to them after fulfillment of due formalities including passing of special resolution. One of the applicants, Rajan made a written complaint to the company highlighting the fact that the letter of offer was incomplete as well as illegal, for the same did not contain ‘renunciation clause’ though he wanted to exercise his ‘right of renunciation’ in favour of one of his son Uday. By choosing the correct option, advise the company in this matter. (a) As the ‘Right of Renunciation’ cannot be denied, the company needs to rectify its mistake by including the same in the letter of offer and the application form. (b) The company is prohibited from providing ‘Right of Renunciation’ and therefore, the letter of offer and the application form need not include any such clause. (c) Instead of absolute prohibition, the company needs to provide ‘Right of Renunciation’ limited to twenty five percent of offering. (d) Instead of absolute prohibition, the company needs to provide ‘Right of Renunciation’ limited to fifty percent of offering.

14 Newage Private Limited issued 9% Non-convertible Debentures worth 10 lakh and thereafter, the directors contemplated to get them listed. After due formalities, these privately placed nonconvertible debentures of 10 lakh were listed. Which of the following options is applicable in the given situation: (a) Newage Private Limited shall be considered as a listed company. (b) Newage Private Limited shall not be considered as a listed company. (c) Newage Private Limited shall be considered as a listed company only when minimum amount of listed privately placed non-convertible debentures is ` 15 lakh. (d) Newage Private Limited shall be considered as a listed company only when minimum amount of listed privately placed non-convertible debentures is minimum ` 20 lakh

13 Delight Sports Garments Limited is contemplating to raise funds through issue of prospectus in which, according to the directors, a sum of Rs 50 crores should be stated as the minimum amount that needs to be subscribed by the prospective subscribers. The funds shall be raised in four instalments consisting of application, allotment, first call and second & final call. Advise the company by which instalment it should receive the minimum subscription stated in the prospectus. (a) Along with amount subscribed as application money. (b) Along with amount subscribed as final call money. (c) Along with amount subscribed as first call money. (d) Along with amount subscribed as second and final call money.

12 Which of the following statements is not true? (a) in case of shares, the rate of underwriting commission to be paid shall not exceed five percent of the issue price of the share. (b) underwriting commission should not be more than the rate specified by the Article o f Association. (c) in case of debentures, the rate of underwriting commission shall not exceed five percent of the issue price of the debentures. (d) amount of commission may be paid out of profits of the company.