NMQs for CA Final Paper -4 CAL

Chapter -O & M
Ques:-
Examine the merits of the following petitions made under Sections 397 and 398 of the Companies Act, 1956 in the light of judicial pronouncements made in this regard:
(i) A group of shareholders holding 12% of the issued share capital of Unique Products Limited have filed a petition before the Company Law Board alleging various acts of illegal, invalid and irregular transactions entered into in the name of the Company.
Ans:-
(i) According to Sections 399(1)(a) of the Companies Act, 1956, a group of shareholders of Unique Products Limited must hold atleast 10% of the issued share capital of the Company or satisfy other requirements under section 399(1) of the Companies Act, 1956. Since the group holds 12% of the issue capital they are entitled to file a petition before
the Company Law Board under sections 397 and 398 of the Companies Act, 1956 by alleging that the affairs of the Company are being conducted in a manner prejudicial to public interest or in a manner oppressive to any member or members of the Company.
However, on the basis of Sheth Mohanlal Ganpatram V. Shri Sayaji Jubilee Colton and Jute Mills Company Ltd., mere illegal, invalid or irregular transactions entered into in the name of the company do not constitute a ground for invoking the provisions of section 397 unless it is proved that they are oppressive to any shareholder or prejudicial to the interest of the company or to the public interest.
Thus, in the present case, the petition filed by the group of shareholders will fail unless they can prove to the satisfaction of the Company Law Board that the acts complained of in the petition are oppressive and prejudicial to the interest of the company and the public interest. And that to wind up the company would unfairly prejudice such member or members, but that otherwise those facts would justify the making of a winding up order on the ground that it was just and equitable that the Company should be wound up.

NMQs for CA FINAL Paper -4 CAL

Chapter- O& M
Ques:-
The profits of ABC Limited for the financial year 2014-2015 fell considerably due to recession. The Board of directors of the company, therefore, bonafide did not recommend any dividend for the year. At the Annual General Meeting of the company, a group of members objected to the Board's decision and wanted the Board to make recommendation for dividend. On refusal by the Board, the members, who feel oppressed by the Board's decision to skip the dividend, move to the Company Law Board and complain against the Board on the ground of oppression and mismanagement.
Examining the provisions of the Companies Act, 1956, decide:
(i) Whether the members contention shall be tenable?
(ii) Whether the act of Board of Directors not to recommend any dividend shall amount to oppression and mismanagement?
Ans:-
Oppression & Mismanagement: Under sections 397 and 398 of the Companies Act, 1956, members may apply to the Company Law Board in cases of oppression and mismanagement. However, bona fide decisions consistent with the company’s memorandum and articles are not to be equated with mismanagement even if they turn
out to be wrong in the circumstances or these cause temporary losses. The Court will not permit the machinery created by the sections to be used by the minority for compelling the majority to come to terms, where the company is honestly managed. Directors’ bona fide decision not to declare dividend and to accumulate available profits into reserves is not mismanagement. (Thomas Vettom (V.J.) vs. Kuttanad Rubber Co. Ltd. (1984) 56 Com. Cases 284 (Ker).
Thus in the given case, the group of members who complain to CLB against the decision of the Board not to declare any dividend and to accumulate available profits into reserves, would not succeed, as the act of directors does not amount to mismanagement.
Furthermore, the shareholders cannot compel the Board to recommend a dividend. The Board’s recommendations are placed in the general meeting. In the general meeting company can reduce the dividend, but cannot increase the dividend as recommended by the Board. Therefore, the members cannot compel the company to declare dividend and cannot charge the directors with oppression or mismanagement.
Applying the above, answers to the question shall be as under:
(i) The contention of shareholders/members shall not be tenable.
(ii) The act of the Board of directors who acted bona fide, not to recommend any
dividend shall not amount to oppression or mismanagement.

NMQs for Coporate Law & Allied Laws.

Chapter Prevention of O & M

Ques :-
A petition by majority shareholders complaining oppression by minority shareholders.
Give your answer according to the provisions of the Companies Act, 1956.
Ans :-
Right not confined to minority: According to section 399, the right to apply for relief under section 397/398 is given to 100 members or 1/10th of the total number of members or any member or members holding not less than 1/10th of the issued share capital of the company. There is nothing in this section which suggests even indirectly that unless the application is made by minority shareholders it is not maintainable. The right to apply is, therefore, not confined to oppressed minority of the shareholders alone. It was held by Calcutta High Court in Re. Sindhri Iron Foundry (P) Ltd. that the oppressed majority also might apply for relief under section 397. Therefore, the petitioners are likely to succeed in
getting relief provided the other condition laid down in section 397 (i.e. that to wind up the company would unfairly prejudice such members, but that otherwise the facts would justify the making of a winding-up order on just and equitable ground) is satisfied, even though the Delhi High Court held a contrary view in Suresh Kumar Sanghi v. Supreme
Motors Ltd.

SOME WHATSAPP TEXT MESSAGES THAT  WILL MAKE YOUR MOTHER'S DAY.

Tell your mother what she means to you through these heartfelt messages.

She's the classic attorney who never fails to bring you out of the chaos you create each time. No matter how much you argue with her, your mother has always been there to wipe away that tear, hold you close and love you anyway.

There is no way you can pay her back for all the sacrifices she's made for you. Though a 'thank you' may seem too small, it's important to let her know how special she is to you.

Below are 10 different messages for the different equations you may share with your mother this Mother's day.

1. If you are away from her:

All my life I kept wishing to grow older so I could finally move out and do my own thing. But now I wish I could just turn back time to be a child and hug my mom again.

I cried endlessly when you weren't there, but I promise that I won’t let tears mar the smiles that you’ve given me always.

Hoping to see you soon. Take care. Happy Mother's Day!

2. If you've been fighting with her:

Mom as I'm growing up each day, I've realised that I fight with you so much.

Even when all you want is for me to win the fight with the demon inside my head.

I love you mom. Happy Mother's Day!

3. If you're a chaotic teen:

You hear my pain when everyone else goes deaf

You always make smile when I think I can't.

You listen to my secrets and make them yours.

You give me a hug when I can't find my voice.

You wipe away the tears that the world makes me weep.

You mean more to me than you'll ever know.

You're my best friend and angel mother.

Happy Mother's Day Mom!

4. If you're sorry for what you did:

I'm sorry for the things I've done

That put you through so much, not fun

I'm sorry for bad times gone past,

Those times are regretful, not a blast

You are my mother, this much is true

also a friend who's there when I'm blue

I wish more times I would have listened to you,

To not mouth off and be so rude

It's taken me this long to see

That we've taken you for granted,

All of us, not just me.

You've always been there through good times and bad,

Never once have you left us, much like dad

Most of all I wanted to say,

We all love you, respect you, and thank you for all what you gave us.

We love you. A very Happy mother's day!

5. For your mother-in-law:

Thank you mom for the amazing person you brought up and I married.

One day I'm sure he/she will realise what you are to him/her.

I know it's hard, but I'll always try and love him/her the same way you did.

Wish you a very amazing Mother's Day and be prepared, we're showing up tonight.

We love you!

6. If you're a grown man

I'm a son to an amazing mother, a husband to a beautiful wife

and will be a parent of an enormously little person someday.

I know I never say it, but I want you to know that I'm what you made me, all the same.

I know there's nothing that can be done to pay your sacrifices but

I will try being a blend of you and dad. I will try being a father who is motherly.

Thank you Maa!

7. If you are a grown daughter

I know we don't talk much, I'm always involved or I act that I am,

But I want you to know that I miss you, your tactics and your cover ups.

Thank you for all the unwanted advises which now are starting to make sense,

You're are an incredible person and I want my children to think of me as the same,

And for that I'll have to be you. I can't promise, but I'll try.

Take care. I love you and I'll see you soon!

8. If you're a mother-to-be:

Before you were a Mom -

You slept as late as you wanted and never worried about how late you got into bed. You cleaned your house and never tripped over toys or forgot words to a lullaby.

You never worried about how poisonous can plants be or never thought about immunizations.

You had never been puked on - pooped on - spit on - chewed on, or peed on. You had complete control of your mind and My thoughts.

You never looked into teary eyes and cried, never got gloriously happy over a simple grin.

You never held a sleeping baby just because I didn't want to put it down. You never felt your heart break into a million pieces when you couldn't stop the hurt.

You never knew that something so small could affect your life so much.

You never knew that I could love someone so much. You never knew you would love being a Mom.

Now, your daughter is at the same stage you were. And will try being the best of you.

Thank you Mom, Love you always.

9. If she is growing old:

Your hands are now twisting with age and years of work,

Your hand now needs my gentle touch to rub away the hurt.

Your hands are more beautiful than anything can be.

Your hands are the reason I am me.

Happy Mother's Day mom!

10. Thank you mom!

Your arms were always open when I needed a hug. Your heart understood when I needed a friend. Your gentle eyes were stern when I needed a lesson. Your strength and love has guided me and gave me wings to fly. Happy Mother's Day!

Mothers hold their children's hands for a short while, but their hearts forever. Happy Mother's Day!

CA FINAL MAY & NOV 2016

Starting Series of Never Miss Questions(NMQs) for Every Paper of CA Final 2016 & Onwards.

CA Final IDT
Chapter Valuation
QUESTION:-
Surbhi Textile Ltd. (the assessee) is manufacturer of synthetic yarn, and is availing benefit of Sales Tax Incentive Scheme of State Government wherein it is allowed to retain 75% of sales tax amount collected from its customers and pay balance 25% to the State Government. The Central Excise Department has demanded inclusion of 75% portion of sales tax collected from customers and retained by the assessee, in transaction value of the goods whereas the assessee is contending that 75% portion of sales tax amount is an incentive to promote the industries and it has nothing to do with 'transaction value'. Examine with the help of a case law (if any), whether Surbhi Text ile Ltd. is liable to include 75% amount of sales tax in transaction value of the goods.
ANSWER:-
As per section 4(3)(d) of the Central Excise Act, 1944, transaction value, inter alia, excludes the amount of duty of excise, sales tax and other taxes, if any, actually paid or actually payable on such goods. Hence, the amount of sales tax is excludible from the transaction value of goods only when such amount is actually paid/payable on such goods.
In the given case, since 75% of the sales tax amount collected from the customers had been retained by the assessee and not paid to the State Government (owing to a benefit under Sales Tax Incentive Scheme), same should form part of the transaction value of the goods.
The Supreme Court, in the case of CCEx v. Super Synotex (India) Ltd. 2014 (301) E.L.T. 273 (S.C.), has held that what is not payable/not to be paid as sales tax/VAT, should not be charged from the third party/customer, but if it is charged and is not payable or paid, it should not be excluded From the transaction value. Hence, unless the sales tax is actually paid to the Sales Tax Department of the State Government, no benefit towards excise duty can be given under the concept of "transaction value" i.e., it is not excludible.
Thus, Surbhi Textile Ltd. is liable to include 75% of the sales tax retained by it, in terms of the
Sales Tax Incentive Scheme, in transaction value of goods. Further, this view has also been endorsed in another decision of Supreme Court in CCE v.Maruti Suzuki India Limited 2014 (307) ELT 625 (SC).

QUESTION:-
How will the value of samples, which are distributed free as part of marketing strategy, or as
gifts or donations, be determined? Indicate whether your answer will remain same in case such samples are notified for MRP based assessment under section 4A of the Central Excise Act, 1944.
ANSWER:-
Circular No. 813/10/2005 CX dated 25.04.2005 clarifies that value of samples which are distributed free as part of marketing strategy, or as gifts or donations is determined under rule 4 of the Central Excise Valuation (Determination of Price of Excisable Goods) Rules, 2000.
In case such samples are notified for MRP based assessment under section 4A of the Central Excise Act, 1944, Circular No. 915/05/2010 CX dated 19.02.2010 clarifies that such goods would be assessed under rule 4 of the Valuation Rules by taking into consideration the deemed value under section 4A. Accordingly, the value for payment of excise duty for samples notified for MRP based assessment would be the value determined under section 4A for the similar goods (subject to adjustment for size and pack etc.).

SHARE IT IF SEEMS EFFECTIVE TO YOU.

DONT REGRET

Never Think Of Time As Being Wasted (Everything Matters)
You might be worried about making the wrong choices when it comes to your future. You don’t want to waste a bunch of time traveling down the wrong path. When you think of every moment of your life as important you realize that time can never be wasted.

Even if you path you follow doesn’t work out your way you still gain:

Experience — Even if you spend months or years in a career you weren’t suited for, you’ve gained useful skills a long the way.
Connection — Every person you encounter a long the way has something valuable to offer. If you’re observant you’ll learn something new from everyone you meet.
Feedback — When things don’t work out your way on your initial attempt, you’ll have a better idea what to do next time.
Everything matters. The mistakes you made in the past might lead to your success in the future. When you have a high awareness level you’re able to glean useful insight from every moment.

Stay Motivated ASk here HOW ?

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