Corporate and Other Laws (Group I) Model Test Paper - 7 (Questions) | Model Test Papers for CA Intermediate PDF Download

 Page 1


MODEL TEST PAPER 7 
INTERMEDIATE COURSE: GROUP – I 
PAPER – 2: CORPORATE AND OTHER LAWS 
Time Allowed – 3 Hours Maximum Marks – 100 
1. The question paper comprises two parts, Part I and Part II.
2. Part I comprises Case Scenario based Multiple Choice Questions (MCQs)
3. Part II comprises questions which require descriptive type answers.
PART I – Case Scenario based MCQs (30 Marks) 
Part I is compulsory 
Case Scenario 1 
Mr. V started a new venture of on-line business of supply of grocery items at the 
door- step of consumers.  Initially it was having the area of operations of 
Saharanpur city only. He employed some young boys having their own bikes and 
allocated the areas which they were accustomed of it, for making delivery of the 
grocery items as per their orders. He also got developed a website and Mobile App 
to receive the orders on-line. His friend Sundaram who is a Chartered Accountant, 
suggested him to corporatize this business form, from proprietorship business to a 
One Person Company (OPC).  Mr. V agreed and a OPC was incorporated in the 
name of “Ask V Online Grocery (OPC) Pvt Ltd.” (for short OPC-1). In this OPC Mr. 
V became the member and director and Sudha (the mother of Mr. V) was made as 
nominee.  
After a year Mr. V got married with Vani. Since the business of on-line supply of 
grocery was on rising trend, day by day, he thought to start a new business of 
supply of Milk and Milk Products and another OPC in the name of “Vani Milk 
Products (OPC) Pvt Ltd” (for short OPC-2) was incorporated with the help of his 
professional friend Sundaram. In this OPC-2, Vani (his wife) became the member 
and director and Mr. V was named as Nominee.  
To summarise the position, the information is tabulated as under: 
Name of OPC Ask Mr. V4Online 
Grocery (OPC) Pvt Ltd 
[OPC-1] 
Vani Milk Products 
(OPC) Pvt Ltd [OPC-2] 
Member and 
Director 
Mr. V Vani 
Nominee Sudha (Mother of Mr. V) Mr. V (Husband of Vani) 
157
Page 2


MODEL TEST PAPER 7 
INTERMEDIATE COURSE: GROUP – I 
PAPER – 2: CORPORATE AND OTHER LAWS 
Time Allowed – 3 Hours Maximum Marks – 100 
1. The question paper comprises two parts, Part I and Part II.
2. Part I comprises Case Scenario based Multiple Choice Questions (MCQs)
3. Part II comprises questions which require descriptive type answers.
PART I – Case Scenario based MCQs (30 Marks) 
Part I is compulsory 
Case Scenario 1 
Mr. V started a new venture of on-line business of supply of grocery items at the 
door- step of consumers.  Initially it was having the area of operations of 
Saharanpur city only. He employed some young boys having their own bikes and 
allocated the areas which they were accustomed of it, for making delivery of the 
grocery items as per their orders. He also got developed a website and Mobile App 
to receive the orders on-line. His friend Sundaram who is a Chartered Accountant, 
suggested him to corporatize this business form, from proprietorship business to a 
One Person Company (OPC).  Mr. V agreed and a OPC was incorporated in the 
name of “Ask V Online Grocery (OPC) Pvt Ltd.” (for short OPC-1). In this OPC Mr. 
V became the member and director and Sudha (the mother of Mr. V) was made as 
nominee.  
After a year Mr. V got married with Vani. Since the business of on-line supply of 
grocery was on rising trend, day by day, he thought to start a new business of 
supply of Milk and Milk Products and another OPC in the name of “Vani Milk 
Products (OPC) Pvt Ltd” (for short OPC-2) was incorporated with the help of his 
professional friend Sundaram. In this OPC-2, Vani (his wife) became the member 
and director and Mr. V was named as Nominee.  
To summarise the position, the information is tabulated as under: 
Name of OPC Ask Mr. V4Online 
Grocery (OPC) Pvt Ltd 
[OPC-1] 
Vani Milk Products 
(OPC) Pvt Ltd [OPC-2] 
Member and 
Director 
Mr. V Vani 
Nominee Sudha (Mother of Mr. V) Mr. V (Husband of Vani) 
157
After some time, Sudha (the mother of Mr. V) passed away. However, before the 
death, Sudha had made a WILL, in which she mentioned that after her demise, her 
another son Krishh be made nominee in the OPC-1. When Krishh came to know 
this fact, he argued with Mr. V to fulfil the wish of Sudha as per her WILL (Mother 
of Mr. V and Krishh), but Mr. V denied this and appointed Vani (his wife) as 
nominee. 
Aggrieved from the decision of Mr. V for not nominating him (Krishh), Krishh 
threatened Mr. V to take appropriate legal action against him for not honouring the 
WILL of Sudha and consulted his lawyer. Meanwhile due to continuous threatening 
and unpleasant conversation between Krishh and Mr. V, Vani became mentally 
upset and became insane, as certified by the medical doctor, so lost her capacity 
to contract. In this situation, Mr. V being the nominee in OPC-2 became member 
and director of this OPC-2.  
One of the friends of Mr. V advised him to do some charitable work of providing 
free education to the girl children of his native village near by Saharanpur. Mr. V 
thought about this proposal and asked his professional friend Sundaram to convert 
this OPC-2 into Section 8 company. 
On the basis of above facts and by applying applicable provisions of the Companies 
Act, 2013 and the applicable Rules therein, choose the correct answer (one out of 
four) of the following Multiple Choice Questions (MCQs 1-5, of 2 marks each) given 
herein under:  
1. Since Vani, being insane, lost the capacity to contract, Mr. V (who was 
nominee) became the member of OPC-2. Now who will make nomination for 
this OPC: 
(a) Mr. V in the capacity of husband of Vani can nominate any person as 
Nominee of OPC-2  
(b) Mr. V (who was nominee) of OPC-2 has now become member of this 
OPC and now as a member of this OPC he can nominate any person as 
per his choice as Nominee for this OPC. 
(c) When no person is nominated, the Central Govt. will make nomination 
of such OPC-2. 
(d) When no person is nominated the Registrar shall order the company to 
be wound up. 
2.  Whether conversion of OPC-2 into a company governed by Section 8 is 
permissible? 
(a) Yes, OPC can be converted into Section 8 company 
(b) No, OPC cannot be converted into Section 8 company 
(c) This OPC-2 can be converted into section 8 company, provided the 
Central Govt give license  
(d) Providing of free education to girl child do not come under the specified 
objects mentioned for eligibility incorporation of section 8 company 
158
Page 3


MODEL TEST PAPER 7 
INTERMEDIATE COURSE: GROUP – I 
PAPER – 2: CORPORATE AND OTHER LAWS 
Time Allowed – 3 Hours Maximum Marks – 100 
1. The question paper comprises two parts, Part I and Part II.
2. Part I comprises Case Scenario based Multiple Choice Questions (MCQs)
3. Part II comprises questions which require descriptive type answers.
PART I – Case Scenario based MCQs (30 Marks) 
Part I is compulsory 
Case Scenario 1 
Mr. V started a new venture of on-line business of supply of grocery items at the 
door- step of consumers.  Initially it was having the area of operations of 
Saharanpur city only. He employed some young boys having their own bikes and 
allocated the areas which they were accustomed of it, for making delivery of the 
grocery items as per their orders. He also got developed a website and Mobile App 
to receive the orders on-line. His friend Sundaram who is a Chartered Accountant, 
suggested him to corporatize this business form, from proprietorship business to a 
One Person Company (OPC).  Mr. V agreed and a OPC was incorporated in the 
name of “Ask V Online Grocery (OPC) Pvt Ltd.” (for short OPC-1). In this OPC Mr. 
V became the member and director and Sudha (the mother of Mr. V) was made as 
nominee.  
After a year Mr. V got married with Vani. Since the business of on-line supply of 
grocery was on rising trend, day by day, he thought to start a new business of 
supply of Milk and Milk Products and another OPC in the name of “Vani Milk 
Products (OPC) Pvt Ltd” (for short OPC-2) was incorporated with the help of his 
professional friend Sundaram. In this OPC-2, Vani (his wife) became the member 
and director and Mr. V was named as Nominee.  
To summarise the position, the information is tabulated as under: 
Name of OPC Ask Mr. V4Online 
Grocery (OPC) Pvt Ltd 
[OPC-1] 
Vani Milk Products 
(OPC) Pvt Ltd [OPC-2] 
Member and 
Director 
Mr. V Vani 
Nominee Sudha (Mother of Mr. V) Mr. V (Husband of Vani) 
157
After some time, Sudha (the mother of Mr. V) passed away. However, before the 
death, Sudha had made a WILL, in which she mentioned that after her demise, her 
another son Krishh be made nominee in the OPC-1. When Krishh came to know 
this fact, he argued with Mr. V to fulfil the wish of Sudha as per her WILL (Mother 
of Mr. V and Krishh), but Mr. V denied this and appointed Vani (his wife) as 
nominee. 
Aggrieved from the decision of Mr. V for not nominating him (Krishh), Krishh 
threatened Mr. V to take appropriate legal action against him for not honouring the 
WILL of Sudha and consulted his lawyer. Meanwhile due to continuous threatening 
and unpleasant conversation between Krishh and Mr. V, Vani became mentally 
upset and became insane, as certified by the medical doctor, so lost her capacity 
to contract. In this situation, Mr. V being the nominee in OPC-2 became member 
and director of this OPC-2.  
One of the friends of Mr. V advised him to do some charitable work of providing 
free education to the girl children of his native village near by Saharanpur. Mr. V 
thought about this proposal and asked his professional friend Sundaram to convert 
this OPC-2 into Section 8 company. 
On the basis of above facts and by applying applicable provisions of the Companies 
Act, 2013 and the applicable Rules therein, choose the correct answer (one out of 
four) of the following Multiple Choice Questions (MCQs 1-5, of 2 marks each) given 
herein under:  
1. Since Vani, being insane, lost the capacity to contract, Mr. V (who was 
nominee) became the member of OPC-2. Now who will make nomination for 
this OPC: 
(a) Mr. V in the capacity of husband of Vani can nominate any person as 
Nominee of OPC-2  
(b) Mr. V (who was nominee) of OPC-2 has now become member of this 
OPC and now as a member of this OPC he can nominate any person as 
per his choice as Nominee for this OPC. 
(c) When no person is nominated, the Central Govt. will make nomination 
of such OPC-2. 
(d) When no person is nominated the Registrar shall order the company to 
be wound up. 
2.  Whether conversion of OPC-2 into a company governed by Section 8 is 
permissible? 
(a) Yes, OPC can be converted into Section 8 company 
(b) No, OPC cannot be converted into Section 8 company 
(c) This OPC-2 can be converted into section 8 company, provided the 
Central Govt give license  
(d) Providing of free education to girl child do not come under the specified 
objects mentioned for eligibility incorporation of section 8 company 
158
3.  Mr. V is a member in OPC-1 and became a member in another OPC-2 (on 2
nd
 
April, 2024) by virtue of his being a nominee in that OPC-2. Mr. V shall, by 
what date, meet the eligibility criteria that an individual can be a member in 
only one OPC: 
(a) 17
th
 May 2024 
(b) 25
th
 August 2024 
(c) 26
th
 August 2024 
(d) 29
th
 September 2024 
4. After the demise of Sudha (the mother of Mr. V), Vani was nominated by  
Mr. V for OPC-1 as Nominee. But now Vani has become insane, so what 
recourse you will suggest to Mr. V: 
(a) Mr. V is required to nominate another person as nominee 
(b) Mr. V should wait till Vani becomes good of her health and able to have 
the capacity to contract 
(c) Although Vani has become insane, but if she is able to sign, her 
nomination in OPC-1 may continue 
(d) Sundaram (the Chartered Accountant) who helped in incorporation of 
OPC-1, may act as legal consultant on behalf of Vani 
5. Mr. V is preparing the financial statements for "Ask V Online Grocery (OPC) 
Pvt Ltd" for the financial year. Which of the following statements is correct 
regarding compliance with section 129 of the Companies Act, 2013? 
(a) Financial statements of OPC-1 must include a cash flow statement. 
(b) The financial statements must be presented and approved by a general 
meeting of members. 
(c) Mr. V, as the sole director, is responsible for approving the financial 
statements before filing with the RoC. 
(d) Consolidated financial statements must be prepared for OPC-1. 
Case Scenario 2  
DEF LLP is a well-established limited liability partnership engaged in providing 
consulting services. It has four partners: A, B, C, and D, each contributing equally 
to the capital and holding an equal share of the profits and losses, as detailed in 
the LLP agreement. The partnership operates smoothly until Partner A encounters 
significant financial difficulties due to personal business losses and decides to 
transfer his entire share of profits and losses in the LLP to Mr. X, an external 
investor, in exchange for financial assistance. The decision, although legal as per 
the LLP agreement, creates a ripple of concerns among the other partners. 
After the transfer: 
• Partner B argues that the LLP must be dissolved because Partner A’s transfer 
of rights effectively amounts to exiting the partnership, thus impacting the 
continuity of the LLP. 
159
Page 4


MODEL TEST PAPER 7 
INTERMEDIATE COURSE: GROUP – I 
PAPER – 2: CORPORATE AND OTHER LAWS 
Time Allowed – 3 Hours Maximum Marks – 100 
1. The question paper comprises two parts, Part I and Part II.
2. Part I comprises Case Scenario based Multiple Choice Questions (MCQs)
3. Part II comprises questions which require descriptive type answers.
PART I – Case Scenario based MCQs (30 Marks) 
Part I is compulsory 
Case Scenario 1 
Mr. V started a new venture of on-line business of supply of grocery items at the 
door- step of consumers.  Initially it was having the area of operations of 
Saharanpur city only. He employed some young boys having their own bikes and 
allocated the areas which they were accustomed of it, for making delivery of the 
grocery items as per their orders. He also got developed a website and Mobile App 
to receive the orders on-line. His friend Sundaram who is a Chartered Accountant, 
suggested him to corporatize this business form, from proprietorship business to a 
One Person Company (OPC).  Mr. V agreed and a OPC was incorporated in the 
name of “Ask V Online Grocery (OPC) Pvt Ltd.” (for short OPC-1). In this OPC Mr. 
V became the member and director and Sudha (the mother of Mr. V) was made as 
nominee.  
After a year Mr. V got married with Vani. Since the business of on-line supply of 
grocery was on rising trend, day by day, he thought to start a new business of 
supply of Milk and Milk Products and another OPC in the name of “Vani Milk 
Products (OPC) Pvt Ltd” (for short OPC-2) was incorporated with the help of his 
professional friend Sundaram. In this OPC-2, Vani (his wife) became the member 
and director and Mr. V was named as Nominee.  
To summarise the position, the information is tabulated as under: 
Name of OPC Ask Mr. V4Online 
Grocery (OPC) Pvt Ltd 
[OPC-1] 
Vani Milk Products 
(OPC) Pvt Ltd [OPC-2] 
Member and 
Director 
Mr. V Vani 
Nominee Sudha (Mother of Mr. V) Mr. V (Husband of Vani) 
157
After some time, Sudha (the mother of Mr. V) passed away. However, before the 
death, Sudha had made a WILL, in which she mentioned that after her demise, her 
another son Krishh be made nominee in the OPC-1. When Krishh came to know 
this fact, he argued with Mr. V to fulfil the wish of Sudha as per her WILL (Mother 
of Mr. V and Krishh), but Mr. V denied this and appointed Vani (his wife) as 
nominee. 
Aggrieved from the decision of Mr. V for not nominating him (Krishh), Krishh 
threatened Mr. V to take appropriate legal action against him for not honouring the 
WILL of Sudha and consulted his lawyer. Meanwhile due to continuous threatening 
and unpleasant conversation between Krishh and Mr. V, Vani became mentally 
upset and became insane, as certified by the medical doctor, so lost her capacity 
to contract. In this situation, Mr. V being the nominee in OPC-2 became member 
and director of this OPC-2.  
One of the friends of Mr. V advised him to do some charitable work of providing 
free education to the girl children of his native village near by Saharanpur. Mr. V 
thought about this proposal and asked his professional friend Sundaram to convert 
this OPC-2 into Section 8 company. 
On the basis of above facts and by applying applicable provisions of the Companies 
Act, 2013 and the applicable Rules therein, choose the correct answer (one out of 
four) of the following Multiple Choice Questions (MCQs 1-5, of 2 marks each) given 
herein under:  
1. Since Vani, being insane, lost the capacity to contract, Mr. V (who was 
nominee) became the member of OPC-2. Now who will make nomination for 
this OPC: 
(a) Mr. V in the capacity of husband of Vani can nominate any person as 
Nominee of OPC-2  
(b) Mr. V (who was nominee) of OPC-2 has now become member of this 
OPC and now as a member of this OPC he can nominate any person as 
per his choice as Nominee for this OPC. 
(c) When no person is nominated, the Central Govt. will make nomination 
of such OPC-2. 
(d) When no person is nominated the Registrar shall order the company to 
be wound up. 
2.  Whether conversion of OPC-2 into a company governed by Section 8 is 
permissible? 
(a) Yes, OPC can be converted into Section 8 company 
(b) No, OPC cannot be converted into Section 8 company 
(c) This OPC-2 can be converted into section 8 company, provided the 
Central Govt give license  
(d) Providing of free education to girl child do not come under the specified 
objects mentioned for eligibility incorporation of section 8 company 
158
3.  Mr. V is a member in OPC-1 and became a member in another OPC-2 (on 2
nd
 
April, 2024) by virtue of his being a nominee in that OPC-2. Mr. V shall, by 
what date, meet the eligibility criteria that an individual can be a member in 
only one OPC: 
(a) 17
th
 May 2024 
(b) 25
th
 August 2024 
(c) 26
th
 August 2024 
(d) 29
th
 September 2024 
4. After the demise of Sudha (the mother of Mr. V), Vani was nominated by  
Mr. V for OPC-1 as Nominee. But now Vani has become insane, so what 
recourse you will suggest to Mr. V: 
(a) Mr. V is required to nominate another person as nominee 
(b) Mr. V should wait till Vani becomes good of her health and able to have 
the capacity to contract 
(c) Although Vani has become insane, but if she is able to sign, her 
nomination in OPC-1 may continue 
(d) Sundaram (the Chartered Accountant) who helped in incorporation of 
OPC-1, may act as legal consultant on behalf of Vani 
5. Mr. V is preparing the financial statements for "Ask V Online Grocery (OPC) 
Pvt Ltd" for the financial year. Which of the following statements is correct 
regarding compliance with section 129 of the Companies Act, 2013? 
(a) Financial statements of OPC-1 must include a cash flow statement. 
(b) The financial statements must be presented and approved by a general 
meeting of members. 
(c) Mr. V, as the sole director, is responsible for approving the financial 
statements before filing with the RoC. 
(d) Consolidated financial statements must be prepared for OPC-1. 
Case Scenario 2  
DEF LLP is a well-established limited liability partnership engaged in providing 
consulting services. It has four partners: A, B, C, and D, each contributing equally 
to the capital and holding an equal share of the profits and losses, as detailed in 
the LLP agreement. The partnership operates smoothly until Partner A encounters 
significant financial difficulties due to personal business losses and decides to 
transfer his entire share of profits and losses in the LLP to Mr. X, an external 
investor, in exchange for financial assistance. The decision, although legal as per 
the LLP agreement, creates a ripple of concerns among the other partners. 
After the transfer: 
• Partner B argues that the LLP must be dissolved because Partner A’s transfer 
of rights effectively amounts to exiting the partnership, thus impacting the 
continuity of the LLP. 
159
• Mr. X, being the transferee, demands active participation in DEF LLP’s 
decision-making processes and insists on accessing financial records to 
monitor his investment, citing the substantial stake he now holds in the LLP. 
• Partner C voices concerns about the potential disruption in the LLP's 
management structure and operations, questioning whether Mr. X’s 
involvement aligns with the LLP’s existing framework and the provisions of the 
Limited Liability Partnership Act, 2008. 
• Partner D, on the other hand, adopts a neutral stance but raises the issue of 
whether the LLP agreement sufficiently addresses such transfers to avoid 
future disputes. 
The situation creates a complex dynamic within DEF LLP, raising questions about 
the rights of the transferee, the implications for the partnership's operations, and 
the legal provisions governing such transfers under the Limited Liability Partnership 
(LLP) Act, 2008. 
On the basis of above facts and by applying applicable provisions of the Limited 
Liability Partnership Act, 2008 and the applicable Rules therein, choose the correct 
answer (one out of four) of the following Multiple Choice Questions (MCQs 6-8, of 
2 marks each) given herein under:  
6.  Can Partner A legally transfer their share of profits and losses to Mr. X? 
(a)  No, Partner A cannot transfer their share without the consent of all other 
partners. 
(b)  Yes, Partner A can transfer their share entirely in accordance with the 
LLP agreement. 
(c)  No, such transfers are not allowed under the LLP Act. 
(d)  Yes, but only if Mr. X becomes a partner in the LLP. 
7.  Does the transfer of Partner A’s share to Mr. X result in the dissolution of DEF 
LLP? 
(a)  Yes, because transferring all rights indicates Partner A’s disassociation. 
(b)  No, because the LLP Act, 2008 does not consider such transfers as 
grounds for dissolution. 
(c)  Yes, because all partners must agree to such transfers to avoid 
dissolution. 
(d)  No, unless it is explicitly stated in the LLP agreement. 
8.  Does Mr. X gain any right to participate in DEF LLP’s management or access 
its financial records? 
(a)  Yes, as he now holds Partner A’s share in the LLP. 
(b)  No, unless expressly allowed by the LLP agreement. 
(c)  Yes, because it is essential to safeguard his investment. 
(d)  Yes, as external transferees are automatically included in LLP 
management. 
160
Page 5


MODEL TEST PAPER 7 
INTERMEDIATE COURSE: GROUP – I 
PAPER – 2: CORPORATE AND OTHER LAWS 
Time Allowed – 3 Hours Maximum Marks – 100 
1. The question paper comprises two parts, Part I and Part II.
2. Part I comprises Case Scenario based Multiple Choice Questions (MCQs)
3. Part II comprises questions which require descriptive type answers.
PART I – Case Scenario based MCQs (30 Marks) 
Part I is compulsory 
Case Scenario 1 
Mr. V started a new venture of on-line business of supply of grocery items at the 
door- step of consumers.  Initially it was having the area of operations of 
Saharanpur city only. He employed some young boys having their own bikes and 
allocated the areas which they were accustomed of it, for making delivery of the 
grocery items as per their orders. He also got developed a website and Mobile App 
to receive the orders on-line. His friend Sundaram who is a Chartered Accountant, 
suggested him to corporatize this business form, from proprietorship business to a 
One Person Company (OPC).  Mr. V agreed and a OPC was incorporated in the 
name of “Ask V Online Grocery (OPC) Pvt Ltd.” (for short OPC-1). In this OPC Mr. 
V became the member and director and Sudha (the mother of Mr. V) was made as 
nominee.  
After a year Mr. V got married with Vani. Since the business of on-line supply of 
grocery was on rising trend, day by day, he thought to start a new business of 
supply of Milk and Milk Products and another OPC in the name of “Vani Milk 
Products (OPC) Pvt Ltd” (for short OPC-2) was incorporated with the help of his 
professional friend Sundaram. In this OPC-2, Vani (his wife) became the member 
and director and Mr. V was named as Nominee.  
To summarise the position, the information is tabulated as under: 
Name of OPC Ask Mr. V4Online 
Grocery (OPC) Pvt Ltd 
[OPC-1] 
Vani Milk Products 
(OPC) Pvt Ltd [OPC-2] 
Member and 
Director 
Mr. V Vani 
Nominee Sudha (Mother of Mr. V) Mr. V (Husband of Vani) 
157
After some time, Sudha (the mother of Mr. V) passed away. However, before the 
death, Sudha had made a WILL, in which she mentioned that after her demise, her 
another son Krishh be made nominee in the OPC-1. When Krishh came to know 
this fact, he argued with Mr. V to fulfil the wish of Sudha as per her WILL (Mother 
of Mr. V and Krishh), but Mr. V denied this and appointed Vani (his wife) as 
nominee. 
Aggrieved from the decision of Mr. V for not nominating him (Krishh), Krishh 
threatened Mr. V to take appropriate legal action against him for not honouring the 
WILL of Sudha and consulted his lawyer. Meanwhile due to continuous threatening 
and unpleasant conversation between Krishh and Mr. V, Vani became mentally 
upset and became insane, as certified by the medical doctor, so lost her capacity 
to contract. In this situation, Mr. V being the nominee in OPC-2 became member 
and director of this OPC-2.  
One of the friends of Mr. V advised him to do some charitable work of providing 
free education to the girl children of his native village near by Saharanpur. Mr. V 
thought about this proposal and asked his professional friend Sundaram to convert 
this OPC-2 into Section 8 company. 
On the basis of above facts and by applying applicable provisions of the Companies 
Act, 2013 and the applicable Rules therein, choose the correct answer (one out of 
four) of the following Multiple Choice Questions (MCQs 1-5, of 2 marks each) given 
herein under:  
1. Since Vani, being insane, lost the capacity to contract, Mr. V (who was 
nominee) became the member of OPC-2. Now who will make nomination for 
this OPC: 
(a) Mr. V in the capacity of husband of Vani can nominate any person as 
Nominee of OPC-2  
(b) Mr. V (who was nominee) of OPC-2 has now become member of this 
OPC and now as a member of this OPC he can nominate any person as 
per his choice as Nominee for this OPC. 
(c) When no person is nominated, the Central Govt. will make nomination 
of such OPC-2. 
(d) When no person is nominated the Registrar shall order the company to 
be wound up. 
2.  Whether conversion of OPC-2 into a company governed by Section 8 is 
permissible? 
(a) Yes, OPC can be converted into Section 8 company 
(b) No, OPC cannot be converted into Section 8 company 
(c) This OPC-2 can be converted into section 8 company, provided the 
Central Govt give license  
(d) Providing of free education to girl child do not come under the specified 
objects mentioned for eligibility incorporation of section 8 company 
158
3.  Mr. V is a member in OPC-1 and became a member in another OPC-2 (on 2
nd
 
April, 2024) by virtue of his being a nominee in that OPC-2. Mr. V shall, by 
what date, meet the eligibility criteria that an individual can be a member in 
only one OPC: 
(a) 17
th
 May 2024 
(b) 25
th
 August 2024 
(c) 26
th
 August 2024 
(d) 29
th
 September 2024 
4. After the demise of Sudha (the mother of Mr. V), Vani was nominated by  
Mr. V for OPC-1 as Nominee. But now Vani has become insane, so what 
recourse you will suggest to Mr. V: 
(a) Mr. V is required to nominate another person as nominee 
(b) Mr. V should wait till Vani becomes good of her health and able to have 
the capacity to contract 
(c) Although Vani has become insane, but if she is able to sign, her 
nomination in OPC-1 may continue 
(d) Sundaram (the Chartered Accountant) who helped in incorporation of 
OPC-1, may act as legal consultant on behalf of Vani 
5. Mr. V is preparing the financial statements for "Ask V Online Grocery (OPC) 
Pvt Ltd" for the financial year. Which of the following statements is correct 
regarding compliance with section 129 of the Companies Act, 2013? 
(a) Financial statements of OPC-1 must include a cash flow statement. 
(b) The financial statements must be presented and approved by a general 
meeting of members. 
(c) Mr. V, as the sole director, is responsible for approving the financial 
statements before filing with the RoC. 
(d) Consolidated financial statements must be prepared for OPC-1. 
Case Scenario 2  
DEF LLP is a well-established limited liability partnership engaged in providing 
consulting services. It has four partners: A, B, C, and D, each contributing equally 
to the capital and holding an equal share of the profits and losses, as detailed in 
the LLP agreement. The partnership operates smoothly until Partner A encounters 
significant financial difficulties due to personal business losses and decides to 
transfer his entire share of profits and losses in the LLP to Mr. X, an external 
investor, in exchange for financial assistance. The decision, although legal as per 
the LLP agreement, creates a ripple of concerns among the other partners. 
After the transfer: 
• Partner B argues that the LLP must be dissolved because Partner A’s transfer 
of rights effectively amounts to exiting the partnership, thus impacting the 
continuity of the LLP. 
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• Mr. X, being the transferee, demands active participation in DEF LLP’s 
decision-making processes and insists on accessing financial records to 
monitor his investment, citing the substantial stake he now holds in the LLP. 
• Partner C voices concerns about the potential disruption in the LLP's 
management structure and operations, questioning whether Mr. X’s 
involvement aligns with the LLP’s existing framework and the provisions of the 
Limited Liability Partnership Act, 2008. 
• Partner D, on the other hand, adopts a neutral stance but raises the issue of 
whether the LLP agreement sufficiently addresses such transfers to avoid 
future disputes. 
The situation creates a complex dynamic within DEF LLP, raising questions about 
the rights of the transferee, the implications for the partnership's operations, and 
the legal provisions governing such transfers under the Limited Liability Partnership 
(LLP) Act, 2008. 
On the basis of above facts and by applying applicable provisions of the Limited 
Liability Partnership Act, 2008 and the applicable Rules therein, choose the correct 
answer (one out of four) of the following Multiple Choice Questions (MCQs 6-8, of 
2 marks each) given herein under:  
6.  Can Partner A legally transfer their share of profits and losses to Mr. X? 
(a)  No, Partner A cannot transfer their share without the consent of all other 
partners. 
(b)  Yes, Partner A can transfer their share entirely in accordance with the 
LLP agreement. 
(c)  No, such transfers are not allowed under the LLP Act. 
(d)  Yes, but only if Mr. X becomes a partner in the LLP. 
7.  Does the transfer of Partner A’s share to Mr. X result in the dissolution of DEF 
LLP? 
(a)  Yes, because transferring all rights indicates Partner A’s disassociation. 
(b)  No, because the LLP Act, 2008 does not consider such transfers as 
grounds for dissolution. 
(c)  Yes, because all partners must agree to such transfers to avoid 
dissolution. 
(d)  No, unless it is explicitly stated in the LLP agreement. 
8.  Does Mr. X gain any right to participate in DEF LLP’s management or access 
its financial records? 
(a)  Yes, as he now holds Partner A’s share in the LLP. 
(b)  No, unless expressly allowed by the LLP agreement. 
(c)  Yes, because it is essential to safeguard his investment. 
(d)  Yes, as external transferees are automatically included in LLP 
management. 
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Case Scenario 3  
Sunrise Technologies Private Limited ("STPL") was in process of establishing its 
new software development center in Pune. On 28
th
 February, 2024, the Board of 
Directors passed a resolution to purchase a property consisting of: 
• A three-storey building 
• 25 acres of agricultural land adjacent to the building 
• 100 motor cars  
• An orchard with 100 fruit-bearing trees 
The company received a government notification dated 15
th
 March, 2024, requiring 
all new technology centers to obtain special clearance within 45 days of 
establishment. The notification mentioned that existing orders under the previous 
Technology Parks Act (which was repealed and replaced by new legislation) would 
continue to remain valid. The notification was to be served to all concerned parties 
through registered post. 
The Managing Director has approached you to understand various legal aspects 
under the General Clauses Act, 1897.  
On the basis of above facts and by applying applicable provisions of the General 
Clauses Act, 1897, choose the correct answer (one out of four) of the following 
Multiple Choice Questions (MCQs 9-11, of 2 marks each) given herein under:  
9.  With respect to the property being purchased by STPL, which of the following 
would not qualify as "immovable property" under the General Clauses Act, 
1897? 
(a)  The orchard with fruit-bearing trees 
(b)  Motor Cars 
(c)  The three-storey building 
(d) The agricultural land 
10.  The government notification requires clearance "within 45 days". If the 
notification was received on 20
th
 March, 2024, and the 45th day falls on 
Sunday, May 4, 2024, what would be the last date for obtaining clearance? 
(a)  3
rd
 May, 2024 
(b)  4
th
 May, 2024 
(c)  5
th
 May, 2024 
(d)  6
th
 May, 2024 
11.  Concerning the previous orders under the repealed Technology Parks Act, 
which statement is correct? 
(a)  All previous orders automatically become void 
(b)  Previous orders continue to be valid unless explicitly cancelled 
(c)  Previous orders require fresh validation under new law 
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