Question 3. Answer any twoof the following: (a) The last three years’ Balance Sheets of RBS Ltd., contains the following information and figures: As at As at As at 31.03.2002 31.03.2003 31.03.2004 Rs. Rs. Rs. Paid up Capital 50,00,000 50,00,000 75,00,000 General Reserve 45,00,000 50,00,000 60,00,000 Debenture Redemption Reserve 15,00,000 20,00,000 25,00,000 Reserve Secured Loans 10,00,000 15,00,000 30,00,000 Net Profit for the year 12,50,000 19,00,000 34,50,000 (as calculated in accordance with the provisions of Section 349 and 350 of the Companies Act, 1956)
PAPER – 4 : CORPORATE LAWS AND SECRETARIAL PRACTICE 69 In the ensuing Board Meeting scheduled to be held on 5thNovember 2004, among other items of agenda, following item is also appearing: “To decide about borrowing from financial institutions on long-term basis.” Based on above information, you are required to find out as per the provisions of the Companies Act, 1956, the amount upto which the Board can borrow from financial institutions without seeking the approval in general meeting. (8 marks) (b) The Annual Accounts of CALM Ltd., a listed company from for the year ended 31March, 2003 were finalized on 31stMay, 2004. The Company had a paid up capital of Rs.50.00 Lacs and free reserves of Rs.100.00 Lacs. The Company did not have any accumulated losses. The Board of Directors of the Company wishes to make a public issue of Equity Shares amounting to Rs. 10.00 Crores comprising of offer to public through offer document, firm allotment and promoters contribution. State, how this can be done under SEBI Guidelines. What would be your answer in the following cases: (a) If CALM Ltd. was a Private Sector Bank known as CALM Bank Ltd. (b) If the issue of above mentioned Rs.10.00 Crores was a right issue.(8 marks) (c) Explain briefly the distinction between “Mandatory” and “Directory” provisions in a statute. How the Court deals with them differently? (8 marks) st Answer
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- Corporation, Types of companies, Public company, managing director