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Chap 4 Co Act Moa Previous Year Questions

The document discusses the importance of a registered office for a company and the procedure for shifting a registered office between states under the Companies Act, 2013. It involves board and shareholder approval, filing documents with registrars of companies, and approval from the regional director. The document also explains the doctrine of ultra vires, where any actions beyond the objects stated in a company's memorandum are void.

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0% found this document useful (0 votes)
1K views55 pages

Chap 4 Co Act Moa Previous Year Questions

The document discusses the importance of a registered office for a company and the procedure for shifting a registered office between states under the Companies Act, 2013. It involves board and shareholder approval, filing documents with registrars of companies, and approval from the regional director. The document also explains the doctrine of ultra vires, where any actions beyond the objects stated in a company's memorandum are void.

Uploaded by

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Copyright
© © All Rights Reserved
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system without the prior written permission of the author .

First edition – 2020

Disclaimer:

While every efforts is taken to avoid errors or omissions in this publication, any mistake or omission
that may have crept in, is not intentional. It may be taken note of that neither publisher, nor the
author, will be responsible for any damage or loss of any kind arising to any one in any manner on
account of such errors or omissions.

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PREFACE TO SECOND EDITION

It gives me immense pleasure to introduce the 2nd edition of this book in the hands
of its readers. This book is prepared keeping in mind to provide conceptual understanding
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for their exams with clear understanding of key concepts

The curriculum of chartered accountancy demands fullest efforts, rigorous hard


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SRINATH GUPTA LAW And AUDIT CLASSES

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Chap 4. MOA
1. What is the importance of registered office of a company? State the procedure for
shifting the registered office of a company from one State to another State
contained in the Companies Act, 2013? (Nov 2013) (8 Marks)

2. What is the importance of registered office of a company ? State the procedure for
shifting of a registered office of the company from one state to another state
under the provisions of the Companies Act, 2013. (nov 2015) (8 marks)

a. Sec 4 Situation Clause states that memorandum of company shall specify "The
State” in which the registered office of the Company is to be situated".
b. The domicile (place of living) and nationality of a company is determined by the place
of its registered office.
c. It is also important for determining the jurisdiction of Court.
d. Sec 12 of companies act 2013 - Every Company shall have a registered office

1. within 30 days of its incorporation, capable of receiving and


acknowledging all communications and notices as may be addressed to it
2. The company shall furnish to the Registrar verification of its registered office
within a period of 45 days of its incorporation in such manner as may be
prescribed.

e. All communications and notices are to be addressed to that registered office.


f. Every company shall—
i. paint or affix its name, and the address of its registered office on the outside
of every office or place in which its business is carried on, in a conspicuous
position, in legible letters, one of the local languages and also in national
language
ii. have its name engraved in legible characters on its seal;

CHANGE IN REGISTERED OFFICE FROM ONE "STATE" TO ANOTHER "STATE"

1. This change involves an alteration to Memorandum because there is a change in


the State and domicile
Ex: Change of registered office from ANDHRA PRADESH TO KERALA
2. Company has to conduct board meeting to pass board resolution
3. A General meeting must be held and special resolution passed for changing the
State of registered Office.
4. A copy of the special resolution in prescribed Form must be filed with the Registrar
of Companies along with altered memorandum within 30days thereof.
5. Here Registrar of Companies means the Registrar of Companies of that State from
where company is shifting.(old ROC)

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6. An application must be made to the REGIONAL DIRECTOR (PREVIOUSLY Central


Government) for confirming the change of STATE.
7. Before Granting Confirmation, REGIONAL DIRECTOR (PREVIOUSLY Central
Government) will have to consider the interest of the following persons.
a. Creditors and others whose interest is likely to be affected.
b. Old ROC
c. STATE Government
d. Employees
e. Members and
f. other interested persons.
8. A certified copy of the REGIONAL DIRECTOR (PREVIOUSLY Central
Government) order should be filed to the Registrar of Companies of each state
within 3 months. If it is not filed the alteration is void and inoperative.
9. prescribed Form containing the notice of the New address of the Registered
Office must be filed with the new Registrar of Companies within 30 days of
change.
10. A State cannot object to the change in respect of loss of revenue but can object to
the change of regd. Office as a creditor in respect of arrears of revenue due to it.

3. Briefly explain the doctrine of ‘ultra vires’ under the Companies Act,2013? What
are the consequences of ultra vires acts of the company? {Nov 2003}

1. Objective clause contains the objects, which can be achieved by the company upon its
incorporation & the powers, which can be exercised, by the company for achieving its
own objects.

Ex: Manufacture of car (objects)


Ex: Borrowing capacity 1000 Crore (powers)
2. If a company achieves any objects and exercises any powers, which are not contained in
this clause, then it will be called ultra-vires and therefore void-ab-initio. Therefore ultra
vires transactions can’t be ratified even by 100% majority (unanimous) of members.

PROTECTION TO SHARE HOLDERS


3. The statement of objects gives a protection to the shareholders that the funds
contributed by them must be utilized to the same objects as mentioned. The ownership
of the corporate capital is vested in the company itself but contributed by the
shareholders.

PROTECTION TO CREDITORS
4. The objects clause affords certain protection to the creditors also. They trust the
company and seek their repayment only out of the company's assets. Capital of the
company cannot be spend on any project which is outside the objects clause.
5. Anything done beyond the objects clause is ULTRA VIRES (beyond powers) and
cannot be ratified even by the whole body of shareholders.

Doctrine of Ultra - Vires.

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6. If a company achieves any objects and exercises any powers, which are not contained in
the objective clause, then it will be called ultra-vires and therefore void-ab-initio.
Therefore, ultra vires transactions can’t be ratified even by 100% majority (unanimous) of
members.
7. Ultra - Vires means beyond the powers.
a. Ultra - means beyond
b. Vires - means powers.
8. This doctrine was developed to protect the investors & creditors; it prevents the company
to employ the funds for the purpose other than stated in the object clause.

Case Law's: Involving Ultra - Vires transaction


Ashbury Railway, Carriage & Iron Co. Ltd Vs Riche
1. The objects clause of memorandum authorised the company to carry on business of
mechanical Engineers & General contractors and to
a. Make and sell or lend on hire railway carriages, wagons, all kinds of railway
fittings, machinery and
b. To purchase and sell timber, coal, metals and other materials.
2. The company entered into a contract with Riche to finance the construction of a Rail way
project in Belgium.
3. The agreement had been ratified by all the members. .
4. Later, the contract was repudiated by the company on grounds of it being ultravires.
5. Riche brought an action for damages of breach of contract.
Decision :
1. The House of Lords held that the contract was ultravires and therefore null and void It
was held that the contract made by the company was Ultra - Vires the memorandum
because financing falls outside the scope of the business of mechanical Engineers &
General Contracts.
2. It can't be ratified even by 100% majority shareholders because it was null & void – ab
initio.
3. General contractors means making contracts in connection with mechanical Engineers
only but not for any other contracts.

Effect of Ultra virus transactions


1. Void and unenforceable: A Contract of a company which is ultra-vires the company is
void ab inito and no legal effect.
2. No rectification: Any ultra-virus transaction cannot be ratified even by the whole body of
shareholders.
3. Injunction: Members of a company are entitled to hold a company to its objects.
Whenever a company does or proposes to do something beyond the scope of its
activities or objects as laid down in the Memorandum, any of its members can get an
injunction from the Court restraining the company from proceedings with ultra vires act.

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4. Personal liability of directors: Any member of a company can maintain an action


against the directors of the company to compel them to restore to the company the funds
of the company that have been employed by them in ultra vires transactions.
5. Breach of warranty of authority: When an agent exceeds his authority. He is
personally liable for breach of warranty of authority in a suit by the third party.
6. Ultra-virus acquired property: Although ultra vires transactions are void, yet if a
company has acquired some property under an ultra vires transaction it has the right to
hold that the property and protect it against damage by other persons.

4. The objects clause of the memorandum of association of the XYZ (Pvt) Ltd. New
Delhi authorized to do trading in mangoes. The company however entered into
partnership with Mr. A and traded in mangoes and incurred liabilities to Mr. A .The
company subsequently refused to admit the liability to A on the ground of the
Ultra vires the company. Advice whether stand of the company is legally valid and
if so, gives reasons in support of your answer. {Nov 1997}
STEP-1: PROVISION OF THE ACT
Acts ultravires MOA
1. Objects clause contains the objects, which can be achieved by the company upon its
incorporation & the powers, which can be exercised, by the company for achieving
its own objects.
2. If a company achieves any objects and exercises any powers, which are not
contained in this clause, then it will be called ultra-vires and therefore void-ab-initio.
3. Therefore ultra vires transactions can’t be ratified even by 100% majority
(unanimous) of members.
4. (Ashbury Railway Carriage & Iron Co. Ltd. vs. Riche.)
5. ENTERING INTO PARTNERSHIP IS BEYOND THE POWERS OF COMPNAY

STEP-2: FACTS OF THE CASE


1. The object clause of XYZ pvt Ltd authorized it to trade mangoes.
2. However, XYZ entered into partnership with Mr. A and traded mangoes and incurred
liabilities to A .
3. XYZ Pvt Ltd refused to admit liability.
STEP-3: DECISION
1. The company is not liable to A, since the partnership agreement for trading in
mangoes is an ultra vires agreement, and an ultra vires contract is void ab initio, and
is not binding on the company or the other party.
2. The power to enter into partnership is not an ancillary or incidental power;
3. Since such power can be legally exercised by the company only if the object clause
of memorandum expressly authorises the company to enter into partnership.

5. The principal business of XYZ Company Ltd was the acquisition of vacant of land
to erect the houses. In the course of transacting the business, the Chairman

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acquired the knowledge of arranging finance FOR THE DEVELOPMENT OF LAND.


The XYZ company introduced a financier to another company ABC Ltd and
received an agreed fee of Rs.2 lakhs for arranging the finance. The memorandum
of association of the company authorizes to carry on any other trade or business
which can in the opinion of the board of directors be advantageously carried on by
the company in connections with the company’s general business. Referring to
the provisions of the companies Act,2013 examine the validity of the contract
carried out by XYZ company Ltd with ABC Ltd {Nov 2006}
STEP-1: PROVISIONS OF THE ACT
Acts ultravires MOA
1. Objects clause contains the objects, which can be achieved by the company upon its
incorporation & the powers, which can be exercised, by the company for achieving
its own objects.
2. If a company achieves any objects and exercises any powers, which are not
contained in this clause, then it will be called ultra-vires and therefore void-ab-initio.
3. Therefore ultra vires transactions can’t be ratified even by 100% majority
(unanimous) of members.

Facts of this case is very much similar to the facts of decide land mark case law
Ashbury Railway, Carriage & Iron Co. Ltd Vs Riche

a. The objects clause of memorandum authorized the company to carry on business of


mechanical Engineers & General contractors and to make and sell or lend on hire
railway carriages, wagons, all kinds of railway fittings, rnachinary and to purchase
and sell timber, coal, metals and other materials.
b. The company entered into a contract with Riche to finance the construction of a Rail
way project in Belgium. The agreement had been ratified by all the members.
c. Later the company repudiated the agreement.
d. It was held that the contract made by the company was Ultra - Vires the
memorandum because financing falls outside the scope of the business of
mechanical Engineers & General Contracts.
e. It can't be ratified even by 100% majority share holders because it was null & void -
abinitio.
f. General contractors means making contracts in connection with mechanical
Engineers only but not for any other contracts.

STEP-2: FACTS OF THE CASE


a. The principal business of XYZ Company Ltd was the acquisition of vacant of land to
erect the houses
b. However, company entered into a contract for arranging finance to ABC co ltd which
is beyond the scope of objective of MOA.

STEP-3: DECISION
a. Since a contract for arranging finance to ABC co ltd which is beyond the scope of
objective of MOA
b. So the contract is ULTRA VIRES AND VOID AB INITO

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6. The object clause of the Memorandum of Association of LSR Private Ltd. Lucknow
authorized to do trading in fruits and vegetables. The company, however, entered
into a partnership with Mr. J and traded in steel and incurred liabilities to Mr. J.
The Company, subsequently, refused to admit the liability to J on the ground that
the deal was ‘ultra vires’ the company. Examine the validity of the company’s
refusal to admit the liability to J. Give reasons in support of your answer {May
2007}
STEP-1: PROVISIONS OF THE ACT
Acts ultravires MOA
1. objects clause contains the objects, which can be achieved by the company upon its
incorporation & the powers, which can be exercised, by the company for achieving
its own objects.
2. If a company achieves any objects and exercises any powers, which are not
contained in this clause, then it will be called ultra-vires and therefore void-ab-initio.
3. Therefore ultra vires transactions can’t be ratified even by 100% majority
(unanimous) of members.
4. ENTERING INTO PARTNERSHIP IS BEYOND THE POWERS OF COMPNAY

STEP-2: FACTS OF THE CASE


1. The object clause of the Memorandum of Association of LSR Private Ltd. Lucknow
authorized to do trading in fruits and vegetables.
2. However, LSR Pvt Ltd has entered into a partnership with MR J and traded in steel
and incurred liabilities.
3. LSR Pvt Ltd has refused to admit the liabilities.

STEP-3: DECISION
1. The contract entered by LSR Pvt Ltd is ultra vires since it has no right to deal in steel
and enter into partnership.
2. Therefore, the contract is void-ab-intio and LSR Pvt Ltd is not liable.

7. X a chemical manufacturing company distributed 20lakhs to scientific institutions


for furtherance of scientific education and research. Referring to the provisions of
the companies Act,2013. decide whether the said distribution of money was ‘ultra
vires’ the company? {Nov 2007}

STEP-1: PROVISIONS OF THE ACT


1. The objective clause contains the objects, which can be achieved by the company
upon its incorporation & the powers, which can be exercised, by the company for
achieving its own objects.
2. If a company achieves any objects and exercises any powers, which are not
contained in this clause, then it will be called ultra-vires and therefore void-ab-initio.

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3. Therefore, ultra vires transactions can’t be ratified even by 100% majority


(unanimous) of members.

STEP-2: FACTS OF THE CASE


X ltd is a chemical manufacturing company , distributed 20 lakhs to scientific institute
for further education and research.
STEP-3: DECISION
1. Distribution of money for research is not ultra vires , if research related to chemicals.

8. The object clause of memorandum of association of RST Limited authorizes it to


publish and sell text-books for students. The company, however entered into an
agreement with Q to supply 100 laptops of worth Rs.5lakhs for resale purposes.
Subsequently the company refused to make payment on the ground that the
transaction was the ultra vires the company. Examine the validity of the
company’s refusal for payment to Q under the provisions of the companies
Act,2013{May2010}
STEP-1: PROVISIONS OF THE ACT
1. The objective clause contains the objects, which can be achieved by the company
upon its incorporation & the powers, which can be exercised, by the company for
achieving its own objects.
2. If a company achieves any objects and exercises any powers, which are not
contained in this clause, then it will be called ultra-vires and therefore void-ab-initio.
3. Therefore, ultra vires transactions can’t be ratified even by 100% majority
(unanimous) of members.

STEP-2: FACTS OF THE CASE


1. The object clause of memorandum of association of RST Limited authorizes it to
publish and sell text-books for students.
2. However, it entered into an agreement with Q to supply 100 laptops of worth
Rs.5lakhs for resale purposes.
3. Subsequently the company refused to make payment on the ground that the
transaction was the ultra vires the company.
STEP-3: DECISION
1. The contract entered by RST Ltd is ultra vires as it did not have rights to sell laptops.
2. Therefore, RST Ltd has right to refuse the payment

9. Explain the procedure for change of name of a company, as provided in the


Companies Act, 2013 {May 2012}
1. Make a decision by passing board resolution in the Board Meeting as to conversion
and fix the dates of the General Meeting

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2. The shareholders should approve name change by a Special Resolution passed at


the General Meeting.
3. The availability of the desired name is to be obtained from ROC by filing an
application in prescribed Form which containing 6 proposed new names must be filed
with the Registrar of Companies along with a filing fee 1000
4. Prescribed Form should be filed with ROC within 30 days together with a copy of the
Special Resolution.
5. Where a company changes its name, the Registrar shall enter the new name on the
Register in the place of the former name. It shall also issue to the company a fresh
certificate of incorporation.
6. The Registrar shall also make the necessary alteration in the Memorandum of
Association of the company.
7. The change of name will not affect any rights or obligations of the company or any
legal proceedings already commenced under the old name.
8. Also the legal entity of the company is not affected in anyway and neither the
company is dissolved nor any new company comes into existence

10. The Directors of a company registered and incorporated in the name ‘mars Textile’
Desire to change the name of the company to ‘National textiles and Industries Ltd
'. Advise as to what procedure is required to be followed under the Companies
Act, 2013?

STEP-1: PROVISIONS OF THE ACT


CHANGE OF NAME OF COMPANY - Suo Moto u/s 13
1. Make a decision by passing board resolution in the Board Meeting as to conversion
and fix the dates of the General Meeting
2. The shareholders should approve name change by a Special Resolution passed at
the General Meeting.
3. The availability of the desired name is to be obtained from ROC by filing an
application in prescribed Form which containing 6 proposed new names must be filed
with the Registrar of Companies along with a filing fee 1000
4. Prescribed Form should be filed with ROC within 30 days together with a copy of the
Special Resolution

STEP-2: FACTS OF THE CASE


The Directors of a company registered and incorporated in the name ‘mars Textile’
Desire to change the name of the company entitled to ‘National textiles and Industries
Ltd

STEP-3: DECISION
THEREFORE, the directors of company should follow the above stated procedure to
change the name from MARS TEXTILE to NATIONAL TEXTILES AND INDUSTRIES
LTD.

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11. The directors of ‘Sunrise Computers Ltd’ desire to change the company’s name to
‘Royal Computers Ltd’. And seek your advice. Explain the procedure to be
fallowed for the said purpose under the Companies Act, 2013. {May 2003, May
2006}

STEP-1: PROVISIONS OF THE ACT


CHANGE OF NAME OF COMPANY - Suo Moto u/s 13
1. Make a decision by passing board resolution in the Board Meeting as to conversion
and fix the dates of the General Meeting
2. The shareholders should approve name change by a Special Resolution passed at
the General Meeting.
3. The availability of the desired name is to be obtained from ROC by filing an
application in prescribed Form which containing 6 proposed new names must be filed
with the Registrar of Companies along with a filing fee 1000
4. Prescribed Form should be filed with ROC within 30 days together with a copy of the
Special Resolution

STEP-2: FACTS OF THE CASE


The directors of ‘Sunrise Computers Ltd’ desire to change the company’s name to ‘Royal
Computers Ltd’
STEP-3: DECISION

THEREFORE, the directors of the company should follow said procedure to change
SUNRISE COMPUTERS to ROYAL COMPUTERS.

12. M/s India computers ltd was registered as a public company on 1st July, 2005 in
the state of Maharashtra. Another company by name M/s All India Computers Ltd
was registers in Delhi on 15 July 2005. The promoters of India computers Ltd.
Have failed to persuade the management of all India computers Ltd to change the
company’s name as it clearly resembles with the name of the first registered
company. Advice the management of all India computers Ltd to change the name
and the remedies available to them under the provisions with the Companies
Act,2013 {Nov 2005}.
STEP-1: PROVISIONS OF THE ACT
1. On an application by a registered proprietor of a trade mark that the name is identical
with or too nearly resembles to a registered trade mark of such proprietor under the
Trade Marks Act, 1999, made to the REGIONAL DIRECTOR within three years of
incorporation or registration or change of name of the company, whether under this
Act or any previous company law, in the opinion of the Central Government, is

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identical with or too nearly resembles to an existing trade mark, REGIONAL


DIRECTOR) may direct the company to change its name and
2. The company shall change its name or new name, as the case may be, within a
period of six months from the issue of such direction, after adopting an ordinary
resolution for the purpose.
3. Where a company changes its name, it shall within a period of fifteen days from the
date of such change, give notice of the change to the Registrar along with the order
of the REGIONAL DIRECTOR
4. If a company makes default in complying with any direction given under this section ,
a. the company shall be punishable with fine of one thousand rupees for every
day during which the default continues and
b. every officer who is in default shall be punishable with fine which shall not be
less than five thousand rupees but which may extend to one lakh rupees
STEP-2: FACTS OF THE CASE
1. M/s India computers ltd was registered as a public company on 1st July, 2005 in the
state of Maharashtra.
2. Another company by name M/s All India Computers Ltd was registers in Delhi on 15
July 2005.
3. The promoters of India computers Ltd. Have failed to persuade the management of
all India computers Ltd to change the company’s name.
STEP-3: DECISION
1. The promoters of India computers Ltd can approach the Regional director, for
rectification of the name of the company registered subsequently.
2. The Regional director can direct the second registered company for correction.
3. M/s All India Computers Ltd must change the name within 6 months.

13. India cosmetics limited were a registered company under Indian Companies Act,
2013. Later another company, India Cosmetics and Accessories Limited was
formed and registered. Being similarity in the names of both companies. India
cosmetics is limited lodged the complaint against India cosmetics and
Accessories Limited to the Registrar of companies stating that there is sufficient
similarity between these two names, which may mislead or defraud the public,
India Cosmetics and accessories Limited is intending to alter its name, between
these two names, which may mislead or defraud to the public. India cosmetics and
Accessories Limited is intending to alter its name. Advise the India cosmetics and
Accessories Limited to alter the name of the company according to the provisions
of the Companies Act,2013{June 2009}
STEP-1: PROVISIONS OF THE ACT
1.On an application by a registered proprietor of a trade mark that the name is identical with
or too nearly resembles to a registered trade mark of such proprietor under the Trade Marks
Act, 1999, made to the REGIONAL DIRECTOR within three years of incorporation or
registration or change of name of the company, whether under this Act or any previous
company law, in the opinion of the Central Government, is identical with or too nearly
resembles to an existing trade mark, REGIONAL DIRECTOR) may direct the company to
change its name and

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2.The company shall change its name or new name, as the case may be, within a period of
six months from the issue of such direction, after adopting an ordinary resolution for the
purpose.
3.Where a company changes its name, it shall within a period of fifteen days from the date of
such change, give notice of the change to the Registrar along with the order of the
REGIONAL DIRECTOR
4.If a company makes default in complying with any direction given under this section,
a. the company shall be punishable with fine of one thousand rupees for every day
during which the default continues and
b. every officer who is in default shall be punishable with fine which shall not be less
than five thousand rupees but which may extend to one lakh rupees.
STEP-2: FACTS OF THE CASE
1. India cosmetics limited were a registered company under Indian Companies Act,
2013.
2. Later another company, India Cosmetics and Accessories Limited was formed and
registered.
3. India cosmetics is limited lodged the complaint against India cosmetics and
Accessories Limited to the Registrar of companies stating that there is sufficient
similarity between these two names, which may mislead or defraud the public.
STEP-3: DECISION
1. Therefore, India Cosmetics and Accessories Ltd has to change the name within 6
months as per the above provisions.
2. Otherwise, the company shall be punishable with fine of one thousand rupees for
every day during which the default continues.
3. Every officer who is in default shall be punishable with fine which shall not be less
than five thousand rupees but which may extend to one lakh rupees.

14. M/s ABC Ltd a company registered in the state of West Bengal desires to shift its
registered office to the state of Maharashtra. Explain briefly the steps to be taken
to achieve the purpose would it make a difference, if the Registered Office is
transferred from the Jurisdiction of one Registrar of Companies to the jurisdiction
of another Registrar of Companies within the same state? {Nov 2004}
CHANGE IN REGISTERED OFFICE FROM ONE "STATE" TO ANOTHER "STATE"
1. This change involves an alteration to Memorandum because there is a change in the
State
2. A General meeting must be held and special resolution passed for changing the
State of registered Office.
3. A copy of the special resolution in prescribed Form must be filed with the Registrar of
Companies along with altered memorandum within 30days thereof. Here Registrar of
Companies means the Registrar of Companies of that State from where company is
shifting.
4. An application must be made to the REGIONAL DIRECTOR for confirming the
change of STATE.

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5. Before Granting Confirmation, REGIONAL DIRECTOR has to consider the interest of


the following persons:
a. Creditors and others whose interest is likely to be affected.
b. Old ROC STATE Government
c. Employees
d. Members and
e. other interested persons.
6. A certified copy of the REGIONAL DIRECTOR order should be filed to the Registrar
of Companies of each state within 3 months. If it is not filed the alteration is void and
inoperative.
7. prescribed Form containing the notice of the New address of the Registered Office
must be filed with the new Registrar of Companies within 30 days of change.
8. A State cannot object to the change in respect of loss of revenue but can object to
the change of regd. Office as a creditor in respect of arrears of revenue due to it.

Registered Office is transferred from the Jurisdiction of one Registrar of Companies


to the jurisdiction of another Registrar of Companies within the same state

1. This also involve any alteration of Memorandum because there is change in the
Domicile of the company

Ex: from VIJAYAWADA to VIZAG in ANDHRA PRADESH


2. A General Meeting must be held &a special resolution is passed for effecting this
change.
3. A copy of the special resolution in a prescribed Form must be filed with the
Registrar of Companies within 30days thereof.
4. Prescribed Form containing the new address must be filed with the Registrar of
Companies within 15 days of change.

Applicable to the states of Tamil Nadu & Maharashtra.


CHANGE IN JURISDICTION FROM ONE ROC TO ANOTHER:
In the states of Tamilnadu & Maharashtra there are two Registrar of Companies
A. Chennai, Coimbattore (Tamilnadu)
B. Mumbai and Pune (Maharashtra)
When there is any change in jurisdiction of Registrar of Companies, the following procedure
is required.
5. An application must be made to the Regional Director for necessary confirmation in
form inc 23
6. The Regional Director will have to confirm within 30days (old Act 4 weeks) from the
date of application.
7. A copy of confirmation order of Regional Director must be filed with the new
Registrar of Companies within 60 days from the date of confirmation. Inc 28
8. The Registrar of Companies is required to register the same and certify within 30
days from the date of filing the document.

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9. Within 15 days from the date of establishment of the registered office it must be
communicated to the Registrar of Companies in prescribed Form
10. Address of the registered office of the company must also be amended on all items
of stationery, signboards and all other places wherever it occurs.
11. The stock exchanges, where the securities of the company are listed, should also be
promptly informed about the change of the registered office
12. a declaration given by the Key Managerial Personnel or any two directors authorised
by the Board, that the company has not defaulted in payment of dues to its workmen
and has either the consent of its creditors for the proposed shifting or has made
necessary provision for the payment thereof;
13. a declaration not to seek change in the jurisdiction of the Court where cases for
prosecution are pending;
14. Acknowledged copy of intimation to the chief Secretary of the state as to the
proposed shifting and that the employees interest is not adversely affected
consequent to proposed shifting".

15. Y Ltd has its registered office at Mumbai in the state of Maharashtra for better
administrative conveniences the company wants to shift its registered office at
Mumbai to pune (State of Maharashtra) What formalities the company has to
comply with under the provisions of the Companies Act,2013 for shifting its
registered office as stated above ? Explain?
Applicable to the states of Tamil Nadu & Maharashtra.
CHANGE IN JURISDICTION FROM ONE ROC TO ANOTHER:
1. This also doesn't involve any alteration of Memorandum because there is no change
in the Domicile of the company

Ex: from VIJAYAWADA to VIZAG in ANDHRA PRADESH


2. A General Meeting must be held &a special resolution is passed for effecting this
change.
3. A copy of the special resolution in a prescribed Form must be filed with the
Registrar of Companies within 30days thereof.
4. Prescribed Form containing the new address must be filed with the Registrar of
Companies within 15 days of change.

In the states of Tamilnadu & Maharashtra there are two Registrar of Companies
A. Chennai, Coimbatore (Tamilnadu)
B. Mumbai and Pune (Maharashtra)
When there is any change in jurisdiction of Registrar of Companies, the following procedure
is required.
1. An application must be made to the Regional Director for necessary confirmation in
form inc 23
2. The Regional Director will have to confirm within from the date of application.
3. A copy of confirmation order of Regional Director must be filed with the new Registrar
of Companies within 60 days from the date of confirmation. Inc 28

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4. The Registrar of Companies is required to register the same and certify within 30
days from the date of filing the document.
5. Within 15 days from the date of establishment of the registered office it must be
communicated to the Registrar of Companies in prescribed Form
6. Address of the registered office of the company must also be amended on all items
of stationery, signboards and all other places wherever it occurs.
7. The stock exchanges, where the securities of the company are listed, should also be
promptly informed about the change of the registered office.
8. a declaration given by the Key Managerial Personnel or any two directors authorised
by the Board, that the company has not defaulted in payment of dues to its workmen
and has either the consent of its creditors for the proposed shifting or has made
necessary provision for the payment thereof;
9. a declaration not to seek change in the jurisdiction of the Court where cases for
prosecution are pending;
10. Acknowledged copy of intimation to the chief Secretary of the state as to the
proposed shifting and that the employees interest is not adversely affected
consequent to proposed shifting".

16. The registered office of India software Limited is situated in Mumbai. The company
wants to shift registered office to pune. As the advisor of the company what steps
would you advise for shifting of the company’s registered office from mumbai to
pune under the provisions of Companies Act,2013 as amended in 2000 {Nov 2006}
Applicable to the states of Tamil Nadu & Maharashtra.
CHANGE IN JURISDICTION FROM ONE ROC TO ANOTHER:

1. This also doesn't involve any alteration of Memorandum because there is no change
in the Domicile of the company

Ex: from VIJAYAWADA to VIZAG in ANDHRA PRADESH


2. A General Meeting must be held &a special resolution is passed for effecting this
change.
3. A copy of the special resolution in a prescribed Form must be filed with the
Registrar of Companies within 30days thereof.
4. Prescribed Form containing the new address must be filed with the Registrar of
Companies within 15 days of change.

In the states of Tamilnadu & Maharashtra there are two Registrar of Companies
A. Chennai, Coimbatore (Tamilnadu)
B. Mumbai and Pune (Maharashtra)
When there is any change in jurisdiction of Registrar of Companies, the following procedure
is required.

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1. An application must be made to the Regional Director for necessary confirmation in


form inc 23
2. The Regional Director will have to confirm within from the date of application.
3. A copy of confirmation order of Regional Director must be filed with the new Registrar
of Companies within 60 days from the date of confirmation. Inc 28
4. The Registrar of Companies is required to register the same and certify within 30
days from the date of filing the document.
5. Within 15 days from the date of establishment of the registered office it must be
communicated to the Registrar of Companies in prescribed Form
6. Address of the registered office of the company must also be amended on all items
of stationery, signboards and all other places wherever it occurs.
7. The stock exchanges, where the securities of the company are listed, should also be
promptly informed about the change of the registered office.
8. a declaration given by the Key Managerial Personnel or any two directors authorised
by the Board, that the company has not defaulted in payment of dues to its workmen
and has either the consent of its creditors for the proposed shifting or has made
necessary provision for the payment thereof;
9. a declaration not to seek change in the jurisdiction of the Court where cases for
prosecution are pending;
10. Acknowledged copy of intimation to the chief Secretary of the state as to the
proposed shifting and that the employees interest is not adversely affected
consequent to proposed shifting".

17. VD company Ltd is registered in Tamilnadu within the jurisdiction of companies,


Chennai. The company proposes to shift its registered office to a place within the
jurisdiction of registrar of companies. State the steps to be taken by the company
to give effect to the proposed shifting of its registered office {May 2008}
Applicable to the states of Tamil Nadu & Maharashtra.
1. This also doesn't involve any alteration of Memorandum because there is no change
in the Domicile of the company

Ex: from VIJAYAWADA to VIZAG in ANDHRA PRADESH


2. A General Meeting must be held &a special resolution is passed for effecting this
change.
3. A copy of the special resolution in a prescribed Form must be filed with the
Registrar of Companies within 30days thereof.
4. Prescribed Form containing the new address must be filed with the Registrar of
Companies within 15 days of change.

Applicable to the states of Tamil Nadu & Maharashtra.


CHANGE IN JURISDICTION FROM ONE ROC TO ANOTHER:
In the states of Tamilnadu & Maharashtra there are two Registrar of Companies
A. Chennai, Coimbattore (Tamilnadu)
B. Mumbai and Pune (Maharashtra)

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When there is any change in jurisdiction of Registrar of Companies, the following procedure
is required.
5. An application must be made to the Regional Director for necessary confirmation in
form inc 23
6. The Regional Director will have to confirm within 30days (old Act 4 weeks) from the
date of application.
7. A copy of confirmation order of Regional Director must be filed with the new
Registrar of Companies within 60 days from the date of confirmation. Inc 28
8. The Registrar of Companies is required to register the same and certify within 30
days from the date of filing the document.
9. Within 15 days from the date of establishment of the registered office it must be
communicated to the Registrar of Companies in prescribed Form

10. Address of the registered office of the company must also be amended on all items
of stationery, signboards and all other places wherever it occurs.
11. The stock exchanges, where the securities of the company are listed, should also be
promptly informed about the change of the registered office
12. a declaration given by the Key Managerial Personnel or any two directors authorised
by the Board, that the company has not defaulted in payment of dues to its workmen
and has either the consent of its creditors for the proposed shifting or has made
necessary provision for the payment thereof;
13. a declaration not to seek change in the jurisdiction of the Court where cases for
prosecution are pending;
14. Acknowledged copy of intimation to the chief Secretary of the state as to the
proposed shifting and that the employees interest is not adversely affected
consequent to proposed shifting".

18. What are the purposes for which ‘objects ‘can be altered by a company under the
companies Act,2013. Briefly explain the procedure to be applied to such matters.
Procedure
1. Company has to conduct board meeting and pass board resolution
2. Convene a General Meeting of Shareholders and pass a Special Resolution.
3. File a Copy of Special Resolution in prescribed Form with the ROC within 30days of
the Resolution, together with a printed copy of the altered MOA.
4. The ROC shall register the same and certify it within 1 month of the date of filing.
Such Certificate shall be conclusive evidence of compliance with the requirements of
the Act and confirmation thereof.
5. The change is to be then noted in all copies of the MOA.
6. However, the Central Government may extend this time limit
7. Inform the Stock Exchanges concerned as per the listing agreement.
8. When the prescribed documents are not filed with ROC within prescribed time, the
alteration shall, at expiry of such period, become void and inoperative.
Purposes for which objects can be altered:
(a) To carry on its business more economically & efficiently
(b) To obtain its main purpose by new or improved means.

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(c) To enlarge or change the local area of its operations.


(d) To carry on some new business or any other business which can be conveniently
combined with the existing business of the company.
(e) To restrict or abandon of any of the objects specified in the Memorandum.
(f) To sell or dispose of the whole or any part of the undertaking of the company
(g) To amalgamate with any other company.

19. State the purposes for which the object clause the MOA of a public limited
company, registered under the Companies Act,2013 can be altered {May 2004, Nov
2006 }
Purposes for which objects can be altered:
(a) To carry on its business more economically & efficiently
(b) To obtain its main purpose by new or improved means.
(c) To enlarge or change the local area of its operations.
(d) To carry on some new business or any other business which can be conveniently
combined with the existing business of the company.
(e) To restrict or abandon of any of the objects specified in the Memorandum.
(f) To sell or dispose of the whole or any part of the undertaking of the company
(g) To amalgamate with any other company.

20. The management of Ambitious Properties Ltd has decided to take up the business
of food processing activity because of the downward trend in real estate business.
There is no provision in the object clauses of the memorandum of association to
enable the company to carry on such business. State with reasons whether it
object clause can be amended. State briefly the procedure to be adopted for
change in the object clause. {May 2005,May 2008}

STEP-1: PROVISIONS OF THE ACT


ALTERATION OF OBJECTIVE CLAUSE
1. The object clause can be altered to carry on some new business or any other
business which can be conveniently combined with the existing business of the
company.
2. The additional business need not be even akin to the existing business.
3. Straw Products ltd. vs. Registrar of Companies 1969
The additional business need not be even akin to the existing business
4. Juggilal kamla at jute mills vs Registrar of Companies
A Jute company was allowed to add rubber business.

PROCEDURE FOR ALTERATION OF OBJECTIVE CLAUSE


1. Convene a General Meeting of Shareholders and pass a Special Resolution.
2. File a Copy of Special Resolution in prescribed Form with the ROC within 30days of
the Resolution, together with a printed copy of the altered MOA.
3. The ROC shall register the same and certify it within 1 month of the date of filing.
Such Certificate shall be conclusive evidence of compliance with the requirements of
the Act and confirmation thereof. The change is to be then noted in all copies of the
MOA.

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4. However, the Central Government may extend this time limit


5. Inform the Stock Exchanges concerned as per the listing agreement.
6. When the prescribed documents are not filed with ROC within prescribed time, the
alteration shall, at expiry of such period, become void and inoperative.

STEP-2: FACTS OF THE CASE


1. Ambitious Properties Ltd was in real estate business.
2. The management has decided to take up the business of food processing because of
downward trend in real estate.

STEP-3: DECISION
1. A company by special resolution after complying with the procedure specified can
alter the memorandum.
2. THEREFORE, Ambitious Properties Ltd can make required changes in the object
clause of its Memorandum of Association, To carry on food processing business

21. Rishi Pharmacy Ltd. decided to take up the business of food processing because
of the downward trend in pharmacy business. There is no provision in the object
clause of the Memorandum of Association to enable the company to carry on such
business. State whether its object clause can be amended? Mention briefly the
procedure to be adopted for change in the object clause. (5 Marks) (may 2016)
STEP-1: PROVISIONS OF THE ACT
ALTERATION OF OBJECTIVE CLAUSE
1. The object clause can be altered to carry on some new business or any other
business which can be conveniently combined with the existing business of the
company.
2. The additional business need not be even akin to the existing business but it must
not be destructive of or inconsistent with and detrimental to the existing business.
3. Straw Products ltd. vs. Registrar of Companies 1969
The additional business need not be even akin to the existing business but it
must not be destructive of or inconsistent with and detrimental to the existing
business.
4. Juggilal kamla at jute mills vs Registrar of Companies
A Jute company was allowed to add rubber business.

PROCEDURE FOR ALTERATION OF OBJECTIVE CLAUSE


1. Convene a General Meeting of Shareholders and pass a Special Resolution.
2. File a Copy of Special Resolution in prescribed Form with the ROC within 30days of
the Resolution, together with a printed copy of the altered MOA.
3. The ROC shall register the same and certify it within 1 month of the date of filing.
Such Certificate shall be conclusive evidence of compliance with the requirements of
the Act and confirmation thereof. The change is to be then noted in all copies of the
MOA.

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4. However, the Central Government may extend this time limit


5. Inform the Stock Exchanges concerned as per the listing agreement.
6. When the prescribed documents are not filed with ROC within prescribed time, the
alteration shall, at expiry of such period, become void and inoperative.

STEP-2: FACTS OF THE CASE


1. Rishi Pharmacy Ltd is in Pharmacy business.
2. Due to downward trend the management decided to take up food processing
business.

STEP-3: DECISION
1. A company by special resolution after complying with the procedure specified can
alter the memorandum.
3. THEREFORE, Rishi Pharmacy Ltd can make required changes in the object clause
of its Memorandum of Association. To carry on food processing business

22. The object clause of the Memorandum of Vardhman Industries Ltd., empowers it
to carry on real-estate business and any other business that is allied to it. Due to a
downward trend in real-estate business the management of the company has
decided to take up the business of Food processing activity. The company wants
to alter its Memorandum, so as to include the Food processing Business in its
object’s clause. state whether the company can make such change as per the
provisions of the Companies Act, 2013 ? may 2017 (4marks)
object clause. (5 Marks) (may 2016)
STEP-1: PROVISIONS OF THE ACT
ALTERATION OF OBJECTIVE CLAUSE
1. The object clause can be altered to carry on some new business or any other
business which can be conveniently combined with the existing business of the
company.
2. The additional business need not be even akin to the existing business but it must
not be destructive of or inconsistent with and detrimental to the existing business.
3. Straw Products ltd. vs. Registrar of Companies 1969
The additional business need not be even akin to the existing business but it
must not be destructive of or inconsistent with and detrimental to the existing
business.
4. Juggilal kamla at jute mills vs Registrar of Companies
A Jute company was allowed to add rubber business.

PROCEDURE FOR ALTERATION OF OBJECTIVE CLAUSE


1. Convene a General Meeting of Shareholders and pass a Special Resolution.

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2. File a Copy of Special Resolution in prescribed Form with the ROC within 30days of
the Resolution, together with a printed copy of the altered MOA.
3. The ROC shall register the same and certify it within 1 month of the date of filing.
Such Certificate shall be conclusive evidence of compliance with the requirements of
the Act and confirmation thereof. The change is to be then noted in all copies of the
MOA.
4. However, the Central Government may extend this time limit
5. Inform the Stock Exchanges concerned as per the listing agreement.
6. When the prescribed documents are not filed with ROC within prescribed time, the
alteration shall, at expiry of such period, become void and inoperative.

STEP-2: FACTS OF THE CASE


1. Vardaman Industries Ltd is in real estate business.
2. Due to downward trend Vardaman Industries decided to carry on food processing
business.

STEP-3: DECISION
1. A company by special resolution after complying with the procedure specified can
alter the memorandum.
2. THEREFORE, Vardaman Industries can make required changes in the object
clause of its Memorandum of Association. . To carry on food processing business

23. RSP Ltd is a public Ltd Liability of its members guarantee of Rs,10 lakhs to each
member. The company increases the liability of the member from Rs.10 lakhs to 15
lakhs by an alteration made in the liability clause of the MOA .referring to the
provisions of the companies Act,2013, decide whether the members of the
company are liable for the increased liability {Nov 2010}
STEP-1: PROVISIONS OF THE ACT
Where there is any increase in the liability of members, the consent of the members in
writing is necessary. Such consent may be obtained either before or after the alteration.

STEP-2: FACTS OF THE CASE


1. RSP Ltd is a public Ltd Liability of its members guarantee of Rs,10 lakhs to each
member.
2. The company increases the liability of the member. The company increases the
liability of the member from Rs.10 lakhs to 15 lakhs by an alteration made in the
liability clause of the MOA referring to the provisions of the companies Act,2013.
Step-3: DECISION
1. The members of the company are liable if consent is obtained for such increase.

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Vijay, a member of Mayur Electricals Ltd. gave in writing to


the company that the notice for any general meeting be sent to him only by registered
post at his residential address at Kanpur for which he deposited sufficient money.
The company sent notice to him by ordinary mail under certificate of posting. Vijay
did not receive this notice and could not attend the meeting and contended that the
notice was improper.
Decide:
(i) Whether the contention of Vijay is valid.
(ii) Will your answer be the same if Vijay remains in London for two months during the notice of
the meeting and the meeting held? Nov 2020 RTP

ANS
According to section 20(2) of the Companies Act, 2013, a document may be served on
Registrar or any member by sending it to him by post or by registered post or by speed post
or by courier or by delivering at his office or address, or by such electronic or other mode as
may be prescribed
Provided that a member may request for delivery of any document through a particular
mode, for which he shall pay such fees as may be determined by the company in its annual
general meeting.
Thus, if a member wants the notice to be served on him only by registered post at his
residential address at Kanpur for which he has deposited sufficient money, the notice must
be served accordingly, otherwise service will not be deemed to have been effected.
Accordingly, the questions as asked may be answered as under:
(i) The contention of Vijay shall be tenable, for the reason that the notice was not properly
served.
(ii) In the given circumstances, the company is bound to serve a valid notice to Vijay by
registered post at his residential address at Kanpur and not outside India.

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.NOV 19 RTP
According to section 13 of the Companies Act, 2013 a company, which has raised
money
from public through prospectus and still has any unutilised amount out of the money so

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raised, shall not change its objects for which it raised the money through prospectus
unless
a special resolution is passed by the company and—
(i) the details in respect of such resolution shall also be published in the newspapers
(one in English and one in vernacular language) which is in circulation at the place
where the registered office of the company is situated and shall also be placed on the
website of the company, if any, indicating therein the justification for such change;
(ii) the dissenting shareholders shall be given an opportunity to exit by the promoters
and shareholders having control in accordance with SEBI regulations.
Company will have to file copy of special resolution with ROC and he will certify the
registration within a period of thirty days. Alteration will be effective only after this
certificate
by ROC.
Looking at the above provision we can say that company can add the object of mobile
app
development in its memorandum and divert public money into that business. But for that
it
will have to comply with above requirements

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SRINATH GUPTA LAW AND


AUDIT CLASSES
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FOUNDATION
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INTER
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ACCA (F4) (F8) CORPORATE AND BUSINESS LAWS (F4), AUDIT AND
ASSURANCE (F8)

CLAT ENTRANCE

FACEBOOK SRINATH GUPTA LAW AND AUDIT CLASSES

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CA INTER LAW AND AUDIT BY SRINATH GUPTA – INTER
GROUP
CA FINAL LAW AND AUDIT BY SRINATH GUPTA – FINAL GROUP

Ph :77-99-11-09-77 previous questions and answers


Face book : srinath gupta law and audit classes for ca (foundation - inter-final)

Ph :77-99-11-09-77 previous questions and answers


Face book : srinath gupta law and audit classes for ca (foundation - inter-final)

Sruthi .k
Sruthi
86 MARKS

Ph :77-99-11-09-77 previous questions and answers


Face book : srinath gupta law and audit classes for ca (foundation - inter-final)

SHIVA KUMAR
78 MARKS
SAI DURGA PRASAD

76 MARKS
RAGHU VAMSI

73 MARKS
DURGA PRASAD (CPT)

40/40 MARKS

SHALINI KUMARI (CPT)

40/40 MARKS
Ph :77-99-11-09-77 previous questions and answers
Face book : srinath gupta law and audit classes for ca (foundation - inter-final)

Ph :77-99-11-09-77 previous questions and answers

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