ICWA - INTERMEDIATE EXAMINATION
CORPORATE LAWS AND SECRETARIAL PRACTICE

OLD SYLLABUS

June  2004

Answer Q Nos. 1 and 6 which are compulsory and any other two from each section.

Section - I

Q 1 State giving reasons whether the following statements are ‘TRUE’ or ‘FALSE’. No mark will be awarded if only ‘TRUE’ or ‘FALSE’ is stated or if reasons are incorrect: (a) A cost auditor may be an internal auditor of the company (The Companies Act, 1956) (b) A public Ltd. Company can alter its Articles of Association to expel a member (The Companies Act, 1956) (c) Sometimes in addition to two directors and Company Secretary, Chief General Manager (Finance) also signs the Annual Accounts. Such additional signature has no legal sanctity (The Companies Act, 1956) (d) Bonus is not payable if there is loss (Payment of Bonus Act, 1965) (e) An apprentice cannot claim regular employment even after successful completion of apprenticeship training (Apprentices Act, 1961) (f) An Industrial Undertaking can adopt model Standing Order. (Industrial Employment Standing Orders Act, 1946) (g) A workman cannot claim compensation in case of partial disablement (Workmen’s Compensation Act, 1923) (h) The Statutory Auditor cannot submit a Qualified Report (The Companies Act, 1956) (i) A workman not insured under the ESI Act may be paid compensation under Workmen’s Compensation Act. (j) Unstamped proxies are invalid (The Companies Act, 1956) (k) Chairman’s Speech cannot be said to be minutes of the Annual General Meeting (The Companies Act, 1956) (l) Power of the Board to approve Annual Accounts can be delegated to a Committee of the Board (The Companies Act, 1956) [1.5 x 12 = 18 marks]

Q 2 (a) Is it necessary that a show cause notice be issued prior to forfeiture of gratuity? Explain giving reasons (b) Under what circumstances payment of dividend can be withheld? (c) Three persons are the only members of a private company. All of them go for a pleasure trip in a Mini Bus and are killed in a road accident. Does the private company continue to exist? [5+8+3 = 16 marks]

Q 3 (a) Distinguish between Memorandum of Association and Articles of Association (b) Though Consumers Forum have the power to adjudicate the dispute they do not have all the powers of a Court. Is it true? (c) Transfer and transmission of share mean the same – Do you agree? Explain. (d) The Balance Sheet and Profit & Loss A/c. of a company for a particular year has been signed by one of its Directors for the time being in India. Is it valid? [6+2+5+3 = 16 marks]

Q 4 (a) Discuss the restrictions on use of industrial plant under the Air (Prevention and Control of Pollution) Act, 1981 (b) Distinguish between statutory and customary bonus. Can customary bonus be paid in addition to statutory bonus? When can an employer pay lesser amount of bonus than provided under the Act? (c) “Polluter Pays” principle is an accepted principle in environment laws – Comment. [8+5+3 = 16 marks]

Q 5 Write short notes on any four of the following: (a) Buy Back of shares (b) Continuous Service (c) Director’s Responsibility Statement (d) Minor as an Apprentice (e) Dematerialisation [4 x 4 = 16 marks]. 

Section II

Q 6 Answer in brief, state giving reasons: (a) If Annual General Meeting is held beyond the statutory period and if no permission for extension has been obtained, will the meeting be invalid? (b) The financial year of the company ended on 31.03.2004. By what time should the company hold its Annual General Meeting? (c) Can poll be demanded by any member in a public limited company with share capital? (d) A Proxy Register cannot be inspected by a member. Discuss. (e) Can dividend be remitted to a non-resident shareholder without approval of RBI? (f) Distinguish between Ordinary Business and Ordinary Resolution (g) Is it obligatory for Chairman of Audit Committee to attend the Annual General Meeting? (h) What is the time limit prescribed to issue notice of a Board Meeting? (i) What is meant by a Resolution by Circulation? (j) The auditors of a company refuse to submit their report on the Annual accounts of the company unless they are signed on behalf of the Board of directors. Do you agree ? (k) Distinguish between executive and non-executive director. (l)  Is there any time limit to hold an adjourned Annual General Meeting? [12 x 1.5 = 18 marks]

Q 7 (a) XYZ Ltd. is incorporated in New Delhi. It wishes to hold its Annual General Meeting in Mumbai. Can it do so?  Explain. (b) Directors of XYZ Ltd. borrowed money from Miss Tithi beyond their powers specified in the memorandum without any authorization from the company in this behalf. The money was utilized for paying off some legitimate debts of the company. In a suit filed by Miss Tithi for recovery of money both the company as well as Directors denied their liabilities. Who is liable for repayment of borrowed money? (c) Less than seven persons subscribed their names to the Memorandum of Association of a company. By oversight on the part of the Registrar, they obtained a certificate in respect of the company so formed. What is the effect of such certificate? (d) Discuss the importance of explanatory statement to notice of a meeting [3+5+4+4 = 16 marks].

Q 8 (a) Directors of a company are not only agents but also trustees to the shareholders. Do you agree? Elucidate. (b) Miss Babuli has placed a sum of Rs. 10,000 in Fixed deposit with XYZ Ltd., a company with its registered office in Mumbai. After maturity, despite several reminders the company has not repaid the amount. Advise her on the action she can take (c) What is the consequence if a resolution for reappointment of a Director is not passed at the Annual General Meeting? [8+3+5 = 16 marks]

Q 9 (a) Draft the notice of Annual General Meeting of a company with at least one special item of business (b) The Board of Directors of ABC Ltd. met three times in a particular year and the fourth meeting though called in that year could not be held for want of quorum. Was any provisions of the Companies Act, 1956 contravened here? Give reasons. (c) How can a vacancy caused by resignation of Statutory Auditor be filled ? (10+4+2 = 16 marks)

Q 10 (a) What are the resolutions and agreements required to be registered with the Registrar of Companies? (b) Specify two instances where special notice is required under the Companies Act, 1956 (c) What information must be entered in the Register of Members? [8+2+6 = 16 marks]

ICWA - INTERMEDIATE EXAMINATION
CORPORATE LAWS AND SECRETARIAL PRACTICE

OLD SYLLABUS

December  2003

Answer Q Nos 1 and 6 which are compulsory and any other two from each section.

Section - I

Q 1. State giving reasons whether the following statements are ‘True’ of ‘False’. No mark will be awarded if only ‘True’ or ‘False’ is stated or if the reasons are incorrect. (a) There is no ceiling limit on the maximum number of members of private limited company. (b) Even unaudited accounts can be placed by the Board of Directors before the Annual General Meeting. (c) Balance sheet becomes final as soon as the Board of Directors approves. (d) Omission to give notice to a member will invalidate the meeting. (e) Interim dividend can be paid out of Reserves. (f) It is not obligatory for every company to have its own Articles. (g) An workman should present himself for medical examination within 5 days from the date of service of notice of accident to the Employer (Workmen’s Compensation Act, 1923). (h) A cost auditor can be a member of Audit Committee. (i) How long a Director hold office once he is appointed? (j) Every Company should hold Statutory Meeting. (k) Global Power Ltd. has 130 Employees can adopt its Own Standing Orders under Industrial Employment (Standing Orders) Act, 1946. (l) Board of Directors of XYZ Ltd. has appointed Mr. Bee as Addl. Director by a resolution passed in circulation. [1.5 x 12 = 18 marks]

Q 2. (a) What is Bonus Shares and how it can be issued? (b) Mention the benefits available under Employees State Insurance Act, 1948. (c) Special business and special resolution are one and same. Do you agree? [6+6+4 = 16 marks]

Q 3. (a) Discuss briefly the restrictions on new outlets and new discharges under the Water (Prevention and Control) Act, 1974. (b) State the provisions relating to Frivolous or Vexatious – Complaints. (c) Explain the law relating to “Proxies”. (d) State the circumstances when an Industrial Undertaking is called Potentially Sick (SICA). [5+3+5+3 = 16 marks]

Q 4. (a) What is ‘allocable surplus’ within the meaning of Payment of Bonus Act? (b) Discuss the provisions of the Essential Commodities Act, 1955 regarding Control Orders. (c) Under what circumstances the Central Government take over Industrial Undertaking without investigation (ID and AR). (d) Do you agree that gratuity payable to an employee cannot be forfeited in any circumstances? (Payment of Gratuity Act, 1972) [3+6+4+3 = 16 marks]

Q 5. Write short notes on any four: (a) Consumer Complaint – Consumer Protection Act. (b) Acquisition of Immovable Property (FEMA). (c) Exclusive dealings (MRTP). (d) Shelf Prospectus. (e) Audit Committee. [4 x 4 = 16 marks]

SECTION II

Q 6. Answer in brief. State the validity. (a) The Directors of a company are jointly and personally liable for their action. (b) The Annual General Meeting was held on 1-2-2003. When should Annual Return be submitted to the Registrar of Companies? (c) The notice of Annual General Meeting to be held on 25-07-2003 has been posted on 4-7-2003 – State the validity with Rule Position. (d) The Directors of a Company can be removed by Central Government and also by Tribunal. Is it correct? (e) Every company having paid up capital of Rs. 50 lakhs or more must have a Company Secretary who may be a Chartered Accountant also. Do you agree? (f) Is it necessary to give notice for holding an adjourned general meeting? (g) Annual Accounts of MCS Ltd. was approved by the Committee of the Board. Is it valid? (h) Can two Annual General Meetings be held on same day? (i) Who signs the Annual Report of Directors or Directors’ Report? (j) Mr. A who is Director of 15 Public Ltd. Companies has been appointed as a non-whole time Director of Best Ltd. Is it permissible? (k) A loan to a Director whether in a Private or Public Company is unregulated. Is it correct? (l) Who can inspect the Books of Accounts of a Company? [1.5 x 12 = 18 marks]

Q 7. (a) Mention the powers which can be exercised by the Board by means of Resolutions passed at meeting of Board of Directors. (b) In the agenda of the Board meeting, there is an item in which four out of total 5 Directors are interested. The Directors wish that the item should be considered and passed. Explain validity. (c) Dividend once declared cannot be withheld under any circumstances. Do you agree? (d) What is meant by Deemed Public Company? [5+3+4+4 = 16 marks]

Q 8. (a) How does a person cease to be a Director? (b) What are the various ways in which debate can be adjourned? (c) What is the frequency of meetings of Board of Directors? [8+5+3 = 16 marks]

Q 9. (a) Name at least 12 Statutory Registers/Books which are to be maintained by the Company under Companies Act. (b) XYZ Ltd. has 12 Directors, 3 out of whom are not liable to retire by rotation. Is it validly constituted Board? (c) Draft the Minutes of the Annual General Meeting of a company which inter alia included one item of special business. [6+3+7 = 16 marks]

Q 10 (a) What are the procedures to be followed for appointment of a Managing Director? (b) Who are entitled to receive the notice of Annual General Meeting and who signs this Notice? (c) In spite of sufficient profits earned by XYZ Ltd., the Board of Directors did not recommend any dividend but transferred the profits to the General Reserve. Discuss the legality of the action of the Board. Also advice how the shareholders can receive the dividend. (d) When should first and subsequent General Meeting be held? [6+3+3+4 = 16 marks]

June 2003

Answer Q Nos 1 and 6 which are compulsory and any other two from each section.

Section - I

Q 1 State giving reasons whether the following statements are ‘TRUE of FALSE’. No mark will be awarded if only ‘TRUE or FALSE’ is stated or if the reasons are incorrect: (a) No advance in excess of 5,000 US Dollars can be made without Bank Guarantee in connection with import of Consumer Goods (FEMA) (b) Gratuity is liable to attachment in execution of any decree or order of the Court (Payment of Gratuity Act, 1972) (c) Any person can be appointed as Apprentice (Apprentices Act, 1961). (d) An Industrial undertaking is regarded as Small Scale if the investment in Fixed Assets in Plant and Machinery does not exceed Rs. one crore (ID & AR Act). (e) The Standing Orders come into operation as soon as these are drafted [Industrial Employment (S.O.) Act, 1946]. (f) Contribution to ESI Corporation should be made by Employees only [ESI Act, 1948] (g) The Payment of Bonus Act, 1965 is applicable to every Factory and every other establishment. (h) The amount standing at the credit of any member shall in any way be capable of being assigned [Employees P.F. and Misc. Provisions Act, 1952]. (i) There is no restriction in holding Board Meeting on Public Holiday [Companies Act]. (j) A Finance Director cannot be a member of an Audit Committee. (k) ABC Ltd. limited by Shares issued on 1^st April, 2003 Shares of following type: (i) 10000 Preference Shares of Rupees ten each redeemable after expiry of 20 yrs.; (ii) 10000 of Rs. 10/- each irredeemable Preference Shares. State validity. (l) A Company has power to buy back their own Shares up to 25% of their Paid-up Capital. [ 1.5 x 12 = 18 marks]

Q 2 (a) When a Company is considered to be a Sick Company under SICA, 1985? (b) Explain rules applicable in respect of Borrowing of Funds by a Company. (c) Is it obligatory for the Company to ensure that every member receives the Notice of General Meeting? (d) Are there any restriction on use of “Industrial Plants” under Air P & C of Pollution Act, 1981? [3+6+2+5 = 16 marks]

Q 3 (a) Mention the conditions to be satisfied in respect of Special Resolutions. (b) When a Poll is taken? (c) All Restrictive Trade Practices are considered as Prejudicial to Public Interest (MRTP) Do you agree? [6+2+8 = 16 marks]

Q 4 (a) What is meant by Inter-Connected Undertaking under MRTP Act? (b) What are the essential of valid motion? (c) “Object Clause” is crucial for the Business activities of a Company – Comment (d) Consumer means any person who buys goods for consideration only. Do you agree [Consumer Protection Act, 1986] ? [4+3+6+3 = 16 marks].

Q 5 Write short notes on any four : (a) Confiscation of Essential Commodities (Essential Commodities Act) (b) Holding Company (c) Director’s Report (d) Trade Effluents [Water, Prev. and Cont. of Pollution Act] (e) Corporate Governance. [4 x 4 = 16 marks]

Section – II

Q 6 Answer in brief, state the validity: (a) Board of Directors of A.K. Textile Limited decided to appoint Mr. A.B.S. Roy as Mg. Director and Mr. B.B.S. Pol  as Manager. (b) All kinds of Companies should issue prospectus. (c) The AGM, which was held on 30.04.03 was adjourned to 15.05.03 without adopting the Balance Sheet etc. What is the last date of filing of Annual Accounts i.e. Balance Sheet etc? (d) It is not obligatory for the Statutory Auditor to attend the Meetings of Audit Committee. Therefore, the said Auditor has no right to vote. (e) Directors are the Employees of the Company. (f) Is there any difference between Cost Audit and Financial Audit? (g) There is no time limit for issue of Bonus Shares. (h) Both Equity and Preference Shareholders enjoy the same rights in regard to Dividend (i) Can general meeting be convened at short notice ? (j) How the compliance of Accounting Standards are complied with? (k) “No Profit no Dividend.” – Do you agree? (l) Special Auditor who may be a Cost Accountant is appointed by the Company in General Meeting for conducting Audit on any point other than Statutory Audit [1.5 x 12 = 18 marks]

Q 7 (a) Discuss different types of Directors. How Directors are appointed? (b) What are the remedies available for default in holding AGM? (c) State the provisions in the Companies Act, 1956 regarding preparation of minutes of Meeting [7+3+6 = 16 marks]

Q 8 (a) The Articles of Association of a Company require that completed Proxy Form appointing a Proxy should reach the Company 72 hours before the meeting – State the validity. (b) State the powers which can be exercised by the Board subject to prior approval of the Shareholders in General Meeting. (c) ARC Ltd. was incorporated in Mumbai but Board of Directors decided to hold the AGM in New Delhi. – Explain validity. (d) What is the Share Qualification of a Director? [2+6+3+5 = 16 marks]

Q 9 (a) Discuss the procedure for remittance of Dividend to a non-resident Shareholder. (b) What are the important resolutions, copies of which are required to be filed compulsorily with the Registrar? (c) Draft a Notice of AGM of a Public Limited Company having Share Capital [5+6+5 = 16 marks]

Q 10 (a) What are the documents to be filed for incorporation of a Company? (b) The Directors of a Public Company frequently remain on tour for Company’s business. The Company gives advances for the purpose which sometimes exceeds the actual requirements. Would there be any violations of Companies Act in such cases? (c) Under what circumstances the reduction of Share Capital is possible? (d) Discuss the different methods of ascertaining Sense of Meeting. [4+3+3+6 = 16 marks]

December 2002

Answer Q Nos 1 and 6 which are compulsory and any other two from each section.

Section - I

Q 1. State giving reasons whether the following statements are true or false. No mark will be awarded if only ‘true’ or ‘false’ is stated or if the reasons given are incorrect.  (a) Statutory Auditors of a Government Company is appointed by the Central Government on the Advice of CAG of India. (Companies Act, 1956) (b) A dismissed employee is entitled to receive Bonus. (Payment of Bonus Act, 1965) (c) Employees Provident Fund & Miscellaneous Provisions Act, 1952 is applicable to all categories of employees and it extends to whole of India. (d) To make an employer liable, it is necessary that the injury is caused by an accident arising in the course of employment. (Workmen’s Com. Act 1923) (e) CAB Ltd. wishes to appoint Mr. A as a director in casual vacancy arising due to resignation of Mr. G to which Mr. A has agreed. However, due to the urgent need to appoint him, the Board of Directors approved appointment by resolution passed in circulation. (Companies Act 1956) (f) Draft standing order need not be in conformity with the Model standing orders. [Ind. Employment (Standing Orders) Act, 1946] (g) Holders of Debentures of a Company are not entitled to lodge a complaint with the concerned Authorities for redressal of their grievances. (Consumer Protection Act, 1986) (h) An employee covered under the ESI Act was attacked by his enemies while returning home from his place of work. The motive behind the attack was personal enmity on the issue of land. Is the ESI Corporation liable to compensate the heirs of the deceased. (ESI Act, 1948) (i) A small scale industrial undertaking which is sick does not come under the perview of the Sick Industrial Companies (Special Provisions Act, 1985) (j) A Private Ltd. Co. should have a minimum paid up share capital of Rs. 1 lakh. (Companies Act 1956) (k) An apprentice shall not be paid on the basis of piece work nor shall he be required to take part in any output bonus or other incentive scheme. (Apprentice Act, 1961) (l) There is misconception that the resignation of a Director has to be accepted by the Appointing Authority. (Companies Act). [1.5 x 12 = 18 marks]

Q 2. (a) The Statutory Auditors of the company stated in their report that the Account of the company did not give a True & Fair view of the State of Affairs of the company. Can the shareholder at the Annual General Meeting adopt Accounts on the basis of clarification given by the Board of Directors. (Companies Act, 1956) (b) In what says does the Companies Act, 1956 protect the interest of deposit holders in the repayment of deposit on maturity (Companies Act 1956) (c) When is Gratuity payable? How is the amount of Gratuity determined? Under what circumstances is the forfeiture of Gratuity payable to an employee justified. ( Payment of Gratuity Act 1972). [5+5+6 = 16 marks]

Q 3. (a) As result of delayed delivery of a Postal article, Babuli could not get admission to an Education Institute. She then lodged a complaint before the Consumers Forum for negligence in services and claimed compensation for loss suffered by her. Will she succeed? (Consumer Protection Act) (b) What is Investor Educational Protection Fund? What amount should be credited to this fund. (Companies Act) (c) What Books of Account are required to be maintained by a company? Who are the persons responsible for ensuring proper maintenance of Books of Accounts? (Companies Act) [3+6+7 = 16 marks]

Q 4. (a) Discuss prohibition on use of stream or well for disposal of pollution matter under the Water (Prevention & Control of Pollution) Act 1974 (b) What are Memorandum & Articles of Association ? X Ltd. wishes to shift its registered office from Calcutta to Midnapore which is in the same State. State the procedure to be followed by the company for this purpose (Companies Act) (c) What is an Air Pollution Control Area. (Air Prevention & Control of Pollution Act). [6+8+2 = 16 marks]

Q 5. Write short notes on any four of the following; (a) Securities Premium (Companies Act) (b) Person resident in India (FEMA. 1999) (c) Existing Industrial Undertaking (ID & R Act, 1951) (d) Government Company. (Companies Act) (e) Depository system in India. (Companies Act) (f) Tie up Sales (MRTP Act) [4 x 4 = 16 marks]

Section II

Q 6. Answer in brief the following: (a) Piedpiper Ltd. declared an interim dividend of 20% for the year 2001-2002 and informed the Stock Exchanges about the same. However, after seven days the Board of Directors decided to revoke the dividend so declared. Can the company do so? (b) Mr. Paidwell is the Managing Director of Zigzag Ltd. The Company has earned profit of Rs. 30 crores in the year. Calculate the maximum amount, which could be paid as remuneration to the Managing Director under the Provisions of Companies Act, 1956. Assume that the Company does not have any other Mg. Director/whole time Director (c) What should be the Quorum for Annual General Meeting of Tiptop Ltd. a Public Ltd. Company which has 100 members? (d) SKP Ltd. has been issued a Certificate for commencement of business on 12.08.02. What is the maximum time period within which it should hold the statutory meeting of its members? (e) Mr. P who is a member of A Ltd. has been declared insolvent. However, his name appears in the Register of Members of A Ltd. Can he attend the AGM of A Ltd. and receive the 20% dividend declared by it? (f) What is effective capital? (Companies Act) (g) Can extraordinary General Meeting declare dividend? (h) The Directors of the Company passed a resolution fixing the date of call but omitted to fix the date of payment. Is the call valid? (i) Does a Company file a Return of Allotment on the Re-issue of forfeited shares? (j) If there is any irregularity in the appointment of a Director, will it invalidate the proceedings of the meeting of Board of Directors in which he was present? (k) Can a Company refuse to provide depreciation in the Accounts of the Company on the ground of inadequate profits? (l) Can a Company borrow money in excess of its paid up capital and free reserve with the approval of Board of Directors? [1.5x12 = 18 marks]

Q 7. (a) Explain in brief different kinds of General Meetings of a Company. (b) The Auditors of a Company refuse to sign the Annual Accounts of a Company unless it is first signed on behalf of the Board of Directors of a Company. Do you uphold their contention? (c) What is Motion? (Companies Act) (d) State the items of business which require approval of shareholders through Postal Ballot as per Section 192A of Companies Act, 1956. [7+3+2+4 = 16 marks]

Q 8. (a) What is the criteria for appointment of a whole time Company Secretary? What are the consequences of not appointing whole time Company Secretary where such appointment is mandatory? (b) Define a Public Ltd. Company as per Companies Act, 1956. (c) The Board of Directors under its resolution fixes the date and time of General Meeting of a Company which had been called but could not be held for want of quorum. Decide. (Companies Act) (d) List out Statutory Registers (at least 14) to be maintained by a Company. (Companies Act). [4+2+3+7 = 16 marks]

Q 9. (a) Draft the notice of the first Board Meeting of a Public Ltd. Company (b) A is a Director of ‘B’ Ltd. whose paid up share capital is Rs. 3 crores. He is also 50% partner in a firm XYZ Enterprise which is engaged in the business of printing and binding. B Ltd. wishes to give the printing and binding job for their 50,000 Annual Reports for the year 2001-02 to XYZ Enterprise at a cost of Rs. 22/- each. Can it do so? If so then what procedures have to followed by the Company? (Companies Act) (c) What is dividend? Who are entitled to dividend? Under what circumstances the payment of dividend can be withheld. (6+5+5 = 16 marks)

Q 10. (a) What are the essential requirements of a valid meeting? (Companies Act) (b) PQR wishes to buy back 10,000 equity shares u/s 77A which constitutes 8% of the paid up capital during the year. State legal position. (Companies Act) (c) What is Perpetual Debentures? (Companies Act) (d) State the provisions regarding Annual Report of Government Companies. (Companies Act) [7+3+2+4 = 16 marks].

June 2002

Answer question No 1 and 6 which are compulsory and any two from each section.

SECTION- I

Q.1 State giving reasons whether the following are true or false. No marks will be awarded if only ‘true’ or ‘false’ is stated or if the reasons given are incorrect. (a) A minor can be engaged as an apprentice. (The Apprentices Act,1961) (b) Mahesh works with a Tea Co. at their Administrative Office at Kolkata and draws a monthly wages of Rs.5,000/- excluding overtime payment. Would he be covered under ESI Act, 1948? (ESI Act, 1948). (c) Provident Fund Payable to an employee shall be liable to attachment in execution of a decree of a Court. (Employees’ Provident Fund & Miscellaneous Provisions Act, 1952) (d) Sukumar joins as a worker with Gopalpur Sugar Factory on 2^nd February 02. Will he eligible for Bonus for the financial year 2001-02? (Payment of Bonus Act, 1965) (e) Profit on re-issue of shares is not available for distribution as dividend to the shareholders. (The Companies Act, 1956) (f) A worker while feeding wheat grains in the flourmill lost the little finger of his left hand. At the time of accident he was in drunken state. Is he entitled to compensation? (Workmen Compensation Act, 1923) (g) The rate of contribution to Employer’s Provident Fund can be fixed by an agreement between the employer and the Trade Union. (Payment of Bonus Act, 1965). (h) Cost Auditor has to submit his Report to the shareholders of the company at their Annual General Meeting. (Companies Act, 1956.) (i) Board of Directors of ABC Ltd. can place even unaudited accounts before the Annual General Meeting of the shareholders of the Company. (Companies Act, 1956).(j) There is no ceiling limit on the maximum number of members of a Private Ltd. Company. (Companies Act, 1956) (k) In case of take over of an Industrial Undertaking by the Central Government, Directors of the Company are entitled to compensation for loss of the office. [Industries (Dev. & Regulation) Act, 1951]. (l) Manpower Ltd. has 120 employees. Can it adopt its own standing orders specifying the conditions of employment? [Industrial Employment (Standing Orders) Act, 1946] [1.5 x 12 = 18 marks]

Q.2 (a) What is a “Share”? Distinguish between shares & debentures. (b) “The powers of directors are co-extensive with that of the Company itself” – Discuss. (c) What are the disqualifications of an Auditor? [6+5+5=16 marks]

Q.3 (a) What is a complaint within the meaning of Consumer Protection Act? What are the reliefs that the Consumer Forum may grant to a complainant? (b) State the Provisions of Essential Commodities Act, 1955 on the following: i) Fixation of price in emergency; ii) Sale of the confiscated Commodity. (c) Comment on the following practices with reference to the MRTP Act, 1969: i) Chinagate Restaurant is offering prizes for every purchase of food for more than Rs. 200/- without any increase in price. ii) Fastrack Courier services claimed that they deliver parcels within 48 hours whereas actual delivery is made after more than 5 days. [6+6+4 = 16 marks]

Q.4 (a) What are the restrictions on establishment of Industrial Plant under Air (Prevention & Control of Pollution) Act, 1981? (b) Under what circumstances can the Central Government take over the management of an undertaking without an investigation? [Industrial (Development & Regulation) Act, 1951] (c) What is ‘allocable surplus’ within the meaning of Payment of Bonus Act, 1965? [7+5+4 = 16 marks]

Q.5 Write short notes on any four of the following: (a) Audit Committee [Companies Act, 1956] (b) Directors’ Responsibility Statement [Companies Act, 1956] (c) Boycott (MRTP Act, 1969) (d) Continuous Service [Payment of Gratuity Act, 1971] (e) Ancillary Undertakings [Industrial (Development & Regulation) Act, 1951] (f) Unfair Trade Practices. [MRTP Act, 1969] [4 x 4 = 16 marks]

SECTION II

Q.6 Answer in brief the following: (a) How many directors, minimum as well as maximum, can a Company have? (b) What are the requirements relating to lodging of proxy? (c) ABC Ltd. wishes to shift their registered office from Nehru place, New Delhi 110 007 to new premises at 81, Kasturba Gandhi Marg, New Delhi 110 004. State the procedure. (d) What is ‘Ordinary business’? (e) Shri MN is Managing Director of ABC Ltd. DEF Ltd. also wishes to appoint him as Managing Director. Can DEF Ltd. do so? State if there is any restriction on such appointment. (f) Who can fix the remuneration of auditors under the Companies Act? (g) Who can inspect the books of account of a company. (h) What is the Quorum for a general meeting? (i) The Board of Z Ltd. comprises of seven directors including one managing director and two nominee directors of IDBI. Ascertain the number of directors who are liable to retirement by rotation in the ensuing AGM. (j) The Board of Growth Ltd. recommends a dividend of 20% for the year 2000-01. At the AGM, the members resolved to hike the rate to 40% in view of huge profits. Advise Growth Ltd. (k) A who is a member of PQR Ltd. wants to inspect the Register of Directors’ Share Holding. When can he do so? (l) Can the Board consider any item not included in the Agenda? [1.5 x 12 = 18 marks]

Q.7 (a) Who are entitled to receive the Notice of the Annual General Meeting? (b) Draft a notice of the Annual General Meeting of Radhakrishna Ltd. for transacting only items of ordinary business. (c) What is a Explanatory Statement? When it is required? (d) Who can demand a poll? [3+6+3+4 = 16 marks]

Q.8 (a) Directors of a Company are not only agents but also trustees to the shareholders – Do you agree? Elucidate. (b) Speed Ltd. wishes to hold Extraordinary General Meeting by issuing Notice of less than 21 days. Can they do so? Advise. (c) Discuss briefly the validity of following action: (i) Appointment of Mr. Childike, a minor as Director of Goodcare Ltd. (ii) Appointment of all Directors who were appointed by single resolution which was passed unanimously at the General Meeting. (iii) Appointment of Mr. S. Singh as Additional Director by a resolution passed in circulation by the Board of IGR Ltd. [7+3+6 = 16 marks]

Q.9 (a) State the provisions of the Companies Act, 1956 relating to signing of i) Minutes of Board Meeting and ii) Minutes of General Meeting. (b) When should first and subsequent Annual General Meeting be held? Who should sign the notice convening the Annual General Meeting? Can such a meeting be held on a Public Holiday? (c) The Annual General Meeting of XYZ Ltd. for the year ended 31-12-2000 was held on 30-06-2001. The said meeting was adjourned since the Balance Sheet and Profit & Loss A/c for the year ended 31-12-2000 duly audited were not ready and the said accounts were approved at the adjourned meeting held on 01-10-2001. The copies of Annual Accounts were filed with the Registrar of Companies on 07-10-2001. Is there any contravention of Sec. 220(1) of Companies Act, 1956? [3+7+6 = 16 marks]

Q.10 (a) Advise the Legal position of following: (i) A member intends to inspect the minutes of Board Meeting in which a resolution was passed in respect of contract where one of the directors was interested. (ii) A Ltd. wishes to keep its statutory registers and returns at a place other than its Registered Office. (b) The Board of Directors of XYZ Ltd. borrowed Rs. 20 lacs against hypothecation of stocks. The returns prescribed in this regard were not filed with the Registrar of Companies. Advise the lender and the borrower of the implications. (c) What are the documents to be filed for incorporation of a Company? [6+5+5 = 16 marks]

December 2001

Q.1. State giving reasons whether the following statements are true or false. No marks will be awarded if only true or false is stated or if the reason is incorrect. -

a) A workman can claim compensation against all accidents irrespective of the cause of the accident. (Workmen’s Compensation Act, 1923) b) The Indian Railways is exempted from the provisions of the MRTP Act. (Monopolies and Restrictive Trade Practices Act, 1969) c) A person who is 13 years age is eligible for appointment as an apprentice. (The Apprentices Act, 1961) d) A Cost Auditor is appointed by the shareholders in Annual General Meeting . (Companies Act, 1956) e) If there is a default in making the payment of compensation within two months from the date if fell due, the Commissioner may impose simple interest @ 5% p.a. on the amount due. (The Workmen’s Compensation Act, 1923) f) The Appropriate Government may by notification in the Official Gazette exempt, prospectively, any establishment from the operations of all of the provisions of any scheme.(Employees Provident Fund and Misc. Provisions Act, 1952) g) An employee drawing a salary of Rs. 5,000 per month is entitled to Bonus. (Payment of Bonus Act, 1965) h) A Ltd. ’s accumulated loss is Rs. 1 crore, its net worth is Rs. 4 crores. There is reduction in the value of its investments this year by over 80%. Is A Ltd. a sick company? Explain in brief. [ Sick Industrial Companies (Special Provisions) Act, 1985] i) AB Ltd. employs 60 persons. Can it adopt Standing Orders which are different from those laid down under the Act? (The Industrial Employment Standing Orders Act, 1946) j) The auditors’ report should necessarily include provisions contained in MAOCARO. [Manufacturing and Other Companies (Auditor’s Report) Order, 1988] k) Under certain circumstances Central Government can take over management or control of an Industrial Undertaking without investigation. [Industries (Development & Regulation) Act, 1951] l) An apprentice is not entitled to all the benefits of a regular employee. (The Apprentices Act, 1961) [1.5 x 12 = 18 marks]

Q.2 (a) On what grounds can the object clause of Memorandum of Association of a company be changed? (b) Your company was celebrating Golden Jubilee and sent invitation cards for dinner by post to 350 top industrialists. Due to non receipt / delay in delivery by the post office, only 100 attended the dinner. The company filed a complaint in a consumers forum alleging deficiency in service. Will it succeed ? (c) Inspite of sufficient profits earned by a company, Board of Directors did not recommend dividend but transferred the profits to general reserves. Discuss the legality of the action of the Board. [6+6+4 = 16 marks]

Q 3 (a) Define Restrictive Trade Practice and explain three practices which are compulsorily registerable with the Director General of Investigation and Registration. (b) The Majority of the shareholders of the company passed a resolution to alter its Articles of Association and authorised Directors to require any shareholder to compulsorily transfer shares if such shareholder competed with the company’s business. The plaintiff shareholder who competed with the company’s business challenged the validity of the alteration. Decide. (c) A Company manufacturing cars advertises that cars manufactured by it give a guaranteed 20 kms per litre whereas in actual practice the cars do not give more than 10 kms per litre. Discuss on the trade practice. [8+4+4 = 16 marks]

Q.4 a) What are the restrictions on use on industrial plants under the Air (Prevention and Control of Pollution) Act, 1981? b) What are the different types of benefits provided under the Employees’ State Insurance Act, 1948? [8+8=16 marks]

Q.5 Write short notes on any four of the following : a) Issue of shares at a discount; b) Corporate governance; c) Forfeiture of gratuity; d) Oppression and mismanagement; e) Potential sickness; f) Accounting standards [4 x 4 = 16 marks]

Section II

Q.6 Answer in brief, the following: a) Can a company make the liability of its Directors unlimited? b) The Board of X Ltd. wants to revoke dividend declared at the AGM. Advise. c) A Ltd. wants to hold its Annual General Meeting on a Public Holiday. Advise. d) Is it necessary that a resolution be seconded so as to be considered by the meeting? e) Mr. Member has demanded inspection of minutes of the meetings of the Board of Directors of Distress Ltd. Advise Distress Ltd. f) A company has adequate profits in a particular year and also sufficient General Reserve. Can the company declare dividend out of General Reserve and carry forward entire profits of the current year? g) Discuss whether non-inclusion of a specific item will invalidate the proceedings of a Board Meeting. h) No notice of Board Meeting was sent to one of Directors. Is the meeting valid? i) Directors of XYZ Ltd. having their Registered Office in New Delhi desires to hold their Board Meeting at Agra. Discuss the legal validity of the proposal. j) Quick Ltd. wants to convene a General Meeting at short notice. Advise Quick Ltd. k) What do you mean by a Directors responsibility statement? l) In how many companies can the same person be appointed as the Managing Director? Discuss in brief the restriction on remuneration if any. [1.5 x 12 = 18 marks]

Q.7 a) State the procedure to be followed for appointment of Miss Debika as Additional Director. b) Draft the notice of the Board Meeting of a Public Ltd. company. c) Annual General Meeting of ARC Ltd. is convened on 28 December 2001. Mr. X who is a member approaches the company on 28 December and demands inspection of proxies lodged with the company. Explain the legal position. d) If a Board Meeting scheduled to be held on Friday 31 August 2001 could not be held for want of quorum, on what date the adjourned meeting would have been held? [6+3+3+4 = 16 marks]

Q.8 a) The Board of Directors of Confused Ltd. seek your advise on the following: i) Signing of annual accounts and Directors’ Report. ii) Holding of two Extra - Ordinary General Meetings in the year 2001. b) Discuss on the powers which can be exercised by the Board subject to prior approval of the members in General Meeting. c) How many Directors can a company have? Discuss in brief the provisions of law in this regard. [4+8+4 = 16 marks]

Q.9 a) Discuss the powers of the Board to appoint Directors to fill casual vacancies and tenure and rights of such a Director. b) What should the Chairman of a meeting do if the quorum is present? c) Stable Ltd.’s registered office is in Delhi. One of its Directors resides in the remote corner of the state and owing to transportation problems often finds it difficult to attend Board Meetings. Advise Stable Ltd. as to whether an alternate director can be appointed. [5+6+5 = 16 marks]

Q.10 a) Distinguish between adjournment and postponement of a meeting. b) What is a notice of a meeting? Mention the requisites of a valid notice. What do you mean by clear days in connection with the issue of notices? c) Distinguish between Ordinary Business and Special Business. [4+8+4 = 16 marks]

Q.11 (a) Discuss in brief on three of the statutory registers to be maintained by every company. (b) Explain the provisions relating to proxies. [8+8 = 16 marks]

Q 12 (a) Write a brief note on ‘Statutory Meeting’. (b) Notice of an Annual General Meeting to be held on 5 May 2001 at 11 A.M. is posted on 13 April 2001 at 10 A.M. Is the notice valid? (c) The shareholders of the company at their Annual General Meeting passed a resolution for payment of dividend at a rate higher than that recommended by the Board of Directors. Is the resolution legal? [10+3+3 = 16 marks]

JUNE 2001

Answer question Numbers 1 & 6 which are compulsory and any other two from each section.

Section I

Q.1 State giving reasons whether the following are true or false. No marks will be awarded if only True or False is stated or if the reasons given are incorrect.

a) Every Director should acquire the qualification shares in a company before he is appointed as Director. (The Companies Act, 1956)

b) The Payment of Bonus Act does not prescribe any ceiling on bonus payment. (The Payment of Bonus Act, 1965)

c) The Employer of an Industrial Establishment is given freedom to frame his own standing orders for employees. [The Industrial Employment (Standing Orders) Act, 1946]

d) An apprentice can claim regular employment after successful completion of apprenticeship training. (The Apprentices Act, 1961)

e) BIFR cannot appoint Directors of a sick company until its enquiry is completed. [The Sick Industrial Companies (Special Provisions) Act, 1985]

f) An employee should put in a minimum of 5 years continuous service to get gratuity. (The Payment of Gratuity Act, 1972)

g) The Managing Director of a Sick Industrial Company can decide to dispose off the assets of the company in an emergency without taking the consent of the BIFR. [The Sick Industries (Special Provisions) Act, 1985]

h) Workmen’s compensation for employment injury is available only if the injury has resulted in total or partial disablement for a minimum period. (The Workmen’s Compensation Act, 1923)

i) The Employees’ Provident Fund & Miscellaneous Provisions Act is applicable only to establishment employing a certain minimum number of employees. (The Employees’ Provident Fund & Miscellaneous Provisions Act, 1952)

j) Seasonal factories are not covered under the Employees’ State Insurance Act. (The Employees’ State Insurance Act, 1952)

k) Provident Fund Payable to an employee shall be liable to attachment in execution of a decree of a Court. (Employees’ Provident Fund and Miscellaneous Provisions Act, 1952)

l) The rate of contribution to Employees’ Provident Fund can be fixed by an agreement between the employer and Trade Unions. (The Employees’ Provident Fund & Miscellaneous Provisions Act, 1952) [1.5 x 12 = 18 marks]

Q.2 a) Distinguish between Preference and Equity shares. b) What are the provisions in the Companies Act regarding redemption of Preference shares? c) Under what circumstances can Gratuity payable to an employee be forfeited? [3+5+8=16 marks]

Q.3 a) What is meant by a foreign company? b) Explain the consequences of refusal by a company to repay public deposits on the due date. c) What are the exceptions to the Rule “No profits, no dividends”? d) Explain the term ‘Accounting standards’ and its relevance. [2+6+5+3 = 16 marks]

Q.4 a) What are the objectives of Essential Commodities Act, 1955? b) State the provisions in the Essential Commodities Act on the following: (i)Price fixation in emergency. (ii) Confiscation of essential commodities. c) Distinguish between Small Scale and Ancillary Industrial Undertakings. [4+8+4=16 marks]

Q.5 Write explanatory notes on any four of following. a) Resale price maintenance. (The MRTP ACT, 1969) b) Deficiency in service. (The Consumer Protection Act, 1986) c) Unclaimed Dividends. (The Companies Act, 1956) d) Public Deposits. (The Companies Act, 1956) e) Debentures. (The Companies Act, 1956) 4 x 4 = 16 marks]

Section II

Q.6 Answer in brief, the following :

a) What is the notice period required for a Board Meeting? b) What is the consequence of an accidental omission to give notice of a general meeting? c) Is it necessary that a circular resolution of the Board of Directors should be confirmed in the next regular Board Meeting? d) Discuss on the validity of a provision in the Articles depriving itself of the power to alter its Articles of Association. e) What is a special resolution? f) Who can demand a poll? g) Name two statutory records to be preserved permanently. h) Can the Common Seal be affixed on any document without a Board resolution being passed in this regard? i) What is a motion? j) Can items out of agenda be discussed in a meeting? k) When should proxies be deposited in the Registered office before a general meeting? l) What is the Quorum for Board Meeting? [1.5 x 12 = 18 marks]

Q.7 a) 9 shareholders voted in favour of a special resolution. 3 shareholders voted against and 1 shareholder abstained from voting. Discuss on the validity of the resolution. b) At the Annual General Meeting of Rahul Ltd., 4 individual shareholders were present. One of the shareholders present was also the authorised representative of A Ltd. which is also a shareholder of Rahul Ltd. Discuss on the validity of the meeting in particular with regard to Quorum. c) Cemex Ltd. is a multidivisional company. It’s cement division is incurring losses and the Board decides to sell it off to another company. Discuss on the powers of the Board to do such acts. d) Harish Ltd. has made an average net profit of Rs. 50 lacs in the last three financial years. Its Board wishes to make a donation of Rs. 5 lacs for a charitable purpose. Advise the Board. e) A shareholder has demanded inspection of the Minutes of the Board of Directors of Corporate Governance Ltd. Advise the company. [3+3+4+3+3 = 16 marks]

Q.8 a) What are the resolutions required to be filed with the Registrar of Companies under the Companies Act? b) How can a vacancy caused by resignation of Director be filled? What is the tenure of office of such an appointee? c) The directors of Tours Ltd. remain on tour for company’s business. The company gives some advances for meeting expenses on tour which is adjusted at the end of the year. Would there be a violation of the law if the advances exceed the actual expenses incurred? [8+3+5 = 16 marks]

Q.9 a) Who is entitled to receive notice of a General Meeting? b) Discuss on the duties of Directors. c) Is it possible to convene an Annual General Meeting and an Extra-ordinary General Meeting by giving shorter notice than what is prescribed under the Companies Act? d) What is casting vote? [4+6+3+3 = 16 marks]

Q.10 a) Specify two instances where resolution with special notice is required under the Companies Act. b) Specify the matters which can be transacted only at regular Board Meeting and not by circular resolution. c) What is the consequence if a resolution for Re-appointment of a Director is not passed at the Annual General Meeting? [4+8+4 = 16 marks]

ICWA - INTERMEDIATE EXAMINATION
CORPORATE LAWS AND SECRETARIAL PRACTICE
JUNE 2000

Answer question No 1 and 6 which are compulsory and any two from each section.

Section I

ICWA - INTERMEDIATE EXAMINATION
CORPORATE LAWS AND SECRETARIAL PRACTICE
DECEMBER 1999

(Answer question No 1 and 6 which are compulsory and any two from each section.)

Section I

Q-1 State, giving reasons, whether the following statements are true or false. No marks will be awarded if only ‘true’ or ‘false’ is stated or if the reason is incorrect. a) It is not mandatory to maintain cost accounts in a company. (Companies Act, 1956) b) There is no restriction or limit on payment of dividend from reserves. (Companies Act, 1956) c) A company having a managing director cannot have a manager also. (Companies Act, 1956) d) The board of director of a company can alter its Articles of Association by passing a resolution. (Companies Act, 1956) - . - h) If the MRTP Commission finds that a monopolistic trade practice is followed by a company, it can issue directions to stop such practice. (Monopolies & Restrictive Trade Practices Act, 1969) - . - j) The Central Government is empowered to take over management of industrial undertakings only after conducting investigations. (Industries (Development and Regulation) Act, 1951) k) No suit against a sick industrial company can be filed in any court. [Sick Industrial Companies (Special Provisions) Act, 1985] [1.5 x 12 = 18 marks]

Q-2 a) The Memorandum and Articles of Association of a company cannot be altered except in the mode and manner provided in the Companies Act, 1956. Explain. [10 marks]

Q-3 a) State the provisions in the Companies Act, 1956 relating to preparation, authentication, adoption and filing of annual accounts. b) What is the importance of Accounting Standards? [10+6 = 16 marks]

Q-4 a) What are the objectives of the Essential Commodities Act, 1955 ? What are the provisions in the Act intended to ensure achievement of these objectives ? b) Explain the restrictions on the use of industrial plants under the Air (Prevention & Control of Pollution Act, 1981) [10+6 = 16 marks]

Q-5 Write short notes on any four of the following : a) Provisions of the Foreign Exchange Regulation Act with respect to purchase of immovable property in India b) Officer in Default c) Resale Price Maintenance under the MRTP Act, 1969 d) Convertible Debentures e) Permanent Total Disablement. [4 x 4 = 16 marks]

Section II

Q-6 Answer, in brief, the following. Please give reasons for your answer. a) How is managerial remuneration determined, if there is loss or inadequacy of profits ? b) Is there any age restriction for appointment of directors or managing director ? c) Are decisions taken in a board meeting, without agenda being given in advance, valid ? d) What is meant by a unanimous resolution ? e) When is an Annual General Meeting (AGM) to be held ? f) List out any two circumstances which would lead to vacation of office of a director. g) Can a company hold its Extra-ordinary General Meeting on a public holiday ? h) Can a company appoint more than one managing director at the same time ? i) The auditors of a company refuse to make their report on the annual accounts of a company before it is signed on behalf of the board of directors. Advise the company. j) The chairman of a board meeting died before the minutes could be signed. Advise the company. k) Can a company appoint managing director and manger simultaneously ? l) What is meant by "proportional representation in election of directors" ? What is the advantage of such a system ? [18 marks]

Q-7 a) Explain the provisions of law relating to proxies. b) Draft the notice of the AGM of XYZ Ltd. [8+8 = 16 marks]

Q-8 a) Explain the law relating to preparation of Directors’ Report and disclosures to be made therein. b) In a company, annual accounts for a year are not ready. The managing director feels that it is not likely to be ready before the due date of the AGM. Advise him. c) State the provisions of the Companies Act, 1956, relating to inspection of minute books. [16 marks]

Q-9 a) What is a Statutory Report and what is its significance ? b) In a company, the total strength of directors as per the Articles of Association is 12. There are 3 vacancies. There are 4 directors interested in a particular transaction coming in a board meeting. 6 directors including the above 4 attended the meeting. Is there adequate quorum ? c) Explain what is "clear days" notice for a general meeting. What is the consequence if there is default in this respect ? [16 marks]

Q-10 a) Distinguish between additional director, alternate director and nominee director. b) Write a detailed note on rules of debate in a general meeting. c) Explain the provisions of law relating to filing of Annual Return in case the AGM of a company is not conducted in a particular year within the due date. [16 marks]

ICWA - INTERMEDIATE EXAMINATION
CORPORATE LAWS AND SECRETARIAL PRACTICE
JUNE 1999

Section I

Q. 1. State giving reasons whether the following statements are true or false. No marks will be awarded if only true or false is stated or if the reason is incorrect. (1.5x12=18 marks) (a) All sums available in the Profit and Loss Account as Profit after making all necessary provisions and transfer to reserves and after recommendation of dividend by the Board of Directors, can also be claimed by the shareholders as dividend. (Companies Act, 1956) (b) Cost Audit is compulsory for all companies. (Companies Act, 1956) (c) Share premium account can only be used to issue fully paid bonus shares. (Companies Act, 1956) (d) Every holding company necessarily holds at least 50% of the equity of its subsidiary. (Companies Act, 1956) (e) After the grant of certificate of incorporation, if all the subscribers to the Memorandum of Association die, the certificate of incorporation automatically gets cancelled. (Companies Act, 1956) (g) The objects clause in Memorandum of Association can be modified only after passing special resolution in general meeting and approval of Central Government. (Companies Act, 1956) (k) The company’s auditor can be appointed as the special auditor. (Companies Act, 1956)

Q. 2. (a) "Memorandum of Association is the charter of incorporation of a company." - Comment on the statement and explain its contents and scope. (b) How is an auditor of a company appointed ? (10+6 = 16 marks)

Q. 3. Discuss in detail the provisions of Companies Act relating to dividends. ( 16 marks)

Q. 5. Write short notes on any four : (a) Piercing of the Corporate Veil (b) Undertaking (under MRTP Act) (c) Employment injury (d) ‘Set on’ and ‘Set off’ under Payment of Bonus Act, 1965 (e) Reduction of share capital.

Section II

Q 6 (a) Can a company have more than 12 directors ? Give reasons. (b) Is it mandatory to send notice of a general meeting to non-resident shareholders ? What is the procedure prescribed is this regard ? (c) Discuss the provisions of law relating to recording of the Board meeting and signing thereof. (d) A Ltd. proposes to change its Registered Office from Calcutta to Chennai. Advise A Ltd. about the legal formalities to be complied with. (e) What is meant by resolutions requiring special notice ? Specify two cases where such notice is necessary. (f) State two provisions in the Companies Act, 1956 which requires unanimous approval of Board of Directors. (g) What is the period prescribed for preservation of books of accounts of a company ? (h) Distinguish between Annual Return and Balance Sheet (i) What is meant by disinterested quorum ? (j) When can a proxy vote on a show of hands ? (k) How are the first directors of the company appointed ? (l) Distinguish between ordinary business and special business.

Q. 7. (a) State the provisions in the Companies Act, 1956 regarding preparation of minutes of meetings. (b) When does a person cease to be a director of a company ? Discuss is brief the various methods of cessation of directorship. ( 8 + 8 = 16 marks)

Q. 8. (a) Explain the provisions of law relating to passing of resolution by circulation. (b) Discuss the provisions of the Companies Act, 1956 relating to adjournment of Board meetings and general meetings. (c) In a Board meeting, there was no quorum. However the directors who were present transacted certain business. What is the consequence ? (8+6+2 = 16 marks)

Q. 9. (a) In a general meeting, a proposal for revising managerial remuneration of a Managing Director is in the agenda. A shareholder objects to this on the ground that the company is working on loss and therefore approval of Central Government is necessary. Advise. (b) What is meant by Explanatory Statement ? Is it necessary to have such a statement for all types of business transacted in an extraordinary general meeting ? (c) Who can demand a poll in a general meeting ? (5+5+6 = 16 marks)

Q. 10. (a) Explain the provisions of section 192 of the Companies Act, 1956 relating to registration of certain resolutions and agreements. (b) Discuss the liabilities of a director. (c) When can a director get relief from the liability that may be incurred by a director ? (7+6+3 = 16 marks).

ICWA - INTERMEDIATE EXAMINATION
CORPORATE LAWS AND SECRETARIAL PRACTICE
December 1998

Section I

Q. 1 State whether the following statements are true of false. If false, explain the correct position of law : (a) A company which provides for depreciation need not transfer any amount to its reserves. (b) The report of the cost auditor is addressed to the members of the company (d) The acquisition of immovable property in India by foreign nationals does not require approval of Reserve Bank of India if such acquisition is by way of gift (e) An industrial company will be treated as a sick industrial company if 3 years have elapsed from its incorporation and the losses of the company exceed its paid up capital (f) The Memorandum of Association is required to be amended even if the address of the Registered Office is changed to a place within the same state. (l) Dominance of an undertaking is determined with reference to the market share of the undertaking under MRTP Act.

Q. 2 (a) For what purposes can a company alter the provisions of its Memorandum of Association, so as to change the place of its registered office from one State to another or with respect to the objects of the company ? (Companies Act, 1956) (b) How is the share premium received to be treated in the accounts of a company ? State how premium account may be utilised by a company. (Companies Act, 1956)

Q. 3 (b) Distinguish between Equity and Preference Shares. (10 + 6 = 16 marks)

Q. 4 (a) Examine the position of a Director in relation to a company. State his duties based on any decided case law. (b) State the law relating to borrowing of funds by a company. (10 + 6 = 16 marks)

Q. 5 Write short notes on: (Attempt any four) - (a) Issue of bonus shares (c) forfeiture of gratuity (d) Interim dividend . [4 x 4 = 16 marks]

Section II

Q. 6 Answer in brief, the following: (a) State the Statutory minimum and maximum number of Directors in a Public Company (b) Comment on the authority for filling a casual vacancy of a Director (c) What is the ceiling on overall maximum managerial remuneration payable by a Public Company ? (d) State the minimum notice period (length of notice) for convening a General Meeting and its computation (e) What is the quorum for holding General Meetings of a Public Company and Private Company ? (f) State the contents of the notice convening a meeting. (g) What are the documents to be filed ordinarily after an Annual General Meeting is conducted ? (h) What are the returns to be filed with the Registrar of Companies on appointing a Director in a Public Company and time limit therefor ? (i) State the legal provision with respect to filing of the return of deposits. (j) Who can file returns for registration of mortgage and charges with the Registrar of Companies ? (k) Who are the persons authorised to sign minutes of Board / Committee Meeting ? (l) Name any five statutory registers to be maintained by a company. [1.5 x 12 = 18 marks]

Q. 7 (a) Discuss the provisions of Companies Act relating to proxies. (b) Mr. A hold 5,000 shares is BCD Pvt. Ltd. and desires to appoint 3 proxies to attend and vote at the ensuing Annual General Meeting of BCD Pvt. Ltd. Mr. A has been informed that he cannot appoint more than one proxy. Advise A. (c) i) The Managing Director of M Ltd. desires to discuss an item which has not been included in the notice of the Annual General Meeting. The notice convening the meeting has been already despatched to the members — advise. ii) Can an item not included in the agenda of Board Meeting be discussed ? [8 + 4 + 4 = 16 marks]

Q. 8 (a) What are the statutory and other powers which the Board of Directors can exercise at Board Meeting ? (b) Discuss the provisions relating to special resolution. [10 + 6 = 16 marks]

Q. 9 (a) At the Board Meeting held on 19.08.98, Mr A was appointed as an Additional Director in ABC Ltd. On the same day he was also appointed as the Managing Director for a period of 5 year from 19.08.98. On 28.11.98, Mr. A resigned from the directorship of ABC Ltd. State, giving reasons, as to how long Mr. A would continue as the Managing Director of ABC Ltd. (b) Would your answer be different if in the above problem the approval of the shareholders was accorded at the General Meeting held on 15.11.98 ? (c) Discuss the provisions of law relating to inspection of Minute Books of General Meetings. (d) State the procedure for passing of resolutions by circulation. [3 + 2 + 5 + 6 = 16 marks]

Q. 10 (a) What is a Statutory Report and what are its contents ? (b) What are the consequences of an Accidental Omission to give notice of General Meeting ? [10 + 6 = 16 marks]