Roll No..

Time allowed : 3 hours Maximum marks : 100

Total number of questions : 8 Total number of printed pages : 3

NOTE : Answer SIX questions including Question No.1 which is compulsory.

1. The following events occurred for Anmol Ltd. during the financial year 2003 04 :

(i) Companys new factory which can increase the overall capacity by 50% has been
fully commissioned on 1st January, 2004.

(ii) Due to oversight, the filing of annual accounts of the company got delayed by
25 days for the year ended 31st March, 2003 and company paid the prescribed
additional fee for the delay.

(iii) Praful was appointed as additional director on 30 th December, 2003. On the same
day, Qureshi was appointed on the Board in place of Ronnie, who died on 20 th
December, 2003.

(iv) Auditors report contained two comments - (a) need to further strengthen internal
control systems; and (b) delay in the payment of central excise dues for the month
of July, 2003 by 5 days.

Comment on the need to include the above events in the Board of directors report for the
year 2003 04 for placing the same before annual general meeting. Also, draft the
Board of directors report incorporating applicable items suitably and assume other
relevant data needed.
(20 marks)
2. The 35th annual general meeting of Novelty Ltd., having adequate profits, was held in
Mumbai on Monday, the 10th May, 2004 at 4.00 P.M. Among the special items of
business transacted were:
(i) re-appointment of Abhay as the managing director, for a further period of 5 years
with effect from 1st June, 2004 on an enhanced basic salary of Rs.80,000 per
month, his perquisites remaining the same as at present and the appointment being
strictly within schedule XIII; and
(ii) issue of rights shares in the ratio of 1:3 involving fractional shares (12,00,000
equity shares of Rs.10 each at a premium of Rs.25).
Draft the minutes of the meeting.
(16 marks)

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3. The Board of directors of Vipasa Ltd. of which you are the Company Secretary require
your advice on the following matters :

(i) Shifting of the registered office of the company from Pune to Mumbai;

(ii) Appointment of Ram as an alternate director in place of George, a British

national, representing the foreign collaborators of the company;

(iii) Appointment of Win-Win Co., Advocates, a partner of which is a relative of a

director, as legal advisors on a retainer fees of Rs.50,000 per month for a period
of two years; and

(iv) Changing the financial year of the company to a period of 15 months ending 31 st
March.
(4 marks each)

4. Draft specimen resolutions for transacting any four of the following items of business
indicating the kind of meeting at which each resolution is to be passed and the type of
resolution with the majority required for :

(i) Declaration of a dividend of 50% on equity shares;

(ii) Increasing the authorised capital from Rs.2 crore to Rs. 4 crore;
(iii) Appointing Bidur as a Company Secretary;
(iv) Disposal of the companys bearings manufacturing plant at Rajkot; and
(v) Investment of Rs.1crore in rights shares in Mahalaxmi Fabricators Ltd.
(4 marks each)

5. Explain in detail the various clauses of the memorandum of association other than the
situation clause of a public limited company and the procedure for effecting changes in
these clauses.
(16 marks)

6. As a Company Secretary, how would you deal with the following situations :
(i) The date fixed for the annual general meeting of a public company is declared a
holiday by the Government to mourn the death of a national leader.
(ii) A Board meeting is duly convened and held. However, in the course of the
meeting, one of the directors excuses himself and departs thereby reducing the
number of directors present to a number below the quorum.
(iii) A 3-year contract for the sale of the companys disposable car is signed with
Arvind Ltd. Later, it is found that one of the directors of Arvind Ltd. holds a 10%
equity stake in the company.
(iv) A director as well as his alternate happen to be present at a meeting of the Board
of directors of the company.
(4 marks each)
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7. (a) What do you understand by explanatory statement required to be annexed to the

notice of the general meeting of a company? State the requisites for a proper
explanatory statement.
(6 marks)

(b) Explain the procedure involved in registering a charge for the following assets of
the company offered as security to companys bankers for :

(i) temporary overdraft availed of by depositing a fixed deposit receipt with

the bank, who in turn have marked a lien on the same; and

(ii) cash credit availed of on stocks of raw materials under lock and key with
the bank.
(5 marks each)

8. State the procedure for

(i) appointment of a Company Secretary.

(5 marks)
(ii) appointment of a director to fill-up a casual vacancy.
(5 marks)
(iii) appointment of a sole selling agent.
(6 marks)

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