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Posted By: Praveen Kumaar Member Level: Gold Posted Date: 28 Mar 2008
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2003 ICSI Inter – II Company Law & Practice- Paper II Dec 2003 Question paper
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ICSI - Intermediate Examination Old Syllabus
Company Law & Practice- Paper II
December 2003
Answer 6 questions including question No.1, which is compulsory.
Q 1. Draft specimen resolutions for transacting 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 to : (i) change the name of the company. (ii) recommend a final dividend. (iii) appoint an additional director. (iv) sell an undertaking by a public company. (v) approve contracts in which a director is interested [4 x 5 = 20 marks].
Q 2. (a) Explain the law and procedure relating to removal of directors by the shareholders. (b) Ram sent his resignation as director on 1st September, 2001. The resignation letter stated that he was resigning with immediate effect. The company received his resignation letter on 3rd September, 2001. In a Board meeting held on 15th September, 2001, the Board of directors declined to accept the resignation. Form No.32 was not filed with the Registrar of Companies. In September, 2002, the company and its directors (including Ram) were prosecuted for non-payment of dividend declared in the annual general meeting held on 27th July, 2001. will the prosecution of Ram sustain? (c) Amar, a director of the company, came from Mumbai to Delhi for attending a Board meeting. However, the meeting was adjourned for want of quorum. Amar claimed the sitting fees and actual expenses incurred by him for attending the meeting which was refused on the ground that the meeting has been adjourned. Amar seeks your advice. Advise him. [6+6+6 = 16 marks]
Q 3. (a) Explain the provisions relating to recording of minutes of the meetings of the Board of directors and shareholders. (b) Can a company keep its minutes in loose leaf binder? If so, what rules have to be complied with? (c) List out the matters which are mandatorily required to be included in the minutes of the Board meeting. (d) What are the powers of the chairman in respect of recording of minutes in the minutes book? [8+3+3+2 = 16 marks]
Q 4. (a) Define the term ‘secretary’ under the Companies Act, 1956. What are the statutory duties of a company secretary? (b) What is a ‘compliance certificate’ and what is its scope? State the penalty for not filing the compliance certificate with the Registrar of Companies. Discuss the professional responsibility in connection with issue of a compliance certificate. (c) Gopal, a practising company secretary, had signed the annual return of Fortune Ltd., listed on the Bombay Stock Exchange, without obtaining ‘no objection certificate’ from Shyam who had signed the annual return of the company for the previous year. Has Goyal committed a breach of code of conduct? [6+6+4 = 16 marks]
Q 5. Comment on the following statements: (i) It is necessary for the auditor of a subsidiary company to send the copy of its draft final accounts to the auditor of its holding company. (ii) Report on corporate governance should form part of annual report of all listed companies. (iii) A company can have both a ‘manager’ and a ‘managing director’. (iv) A casual vacancy caused by the resignation of the auditor can be filled by the Board of directors 4 x 4 = 16 marks].
Q 6. (a) Draft the notice of an annual general meeting of a listed public company including therein at least two of special business. You may assume data for this purpose. (b) How is chairman of a general meeting appointed? Can the chairman of a general meeting withdraw any resolution at the meeting, which was already proposed through the notice? [10+6 = 16 marks]
Q 7. State the law relating to preparation, approval, authentication, circulation and adoption of balance sheet and profit and loss account of a company under the Companies Act, 1956. What happens when these provisions are not complied with? [16 marks]
Q 8. (a) What are the powers of the Company Law Board to prevent oppression or mismanagement of a company? (b) Name any six statutory registers which are open for inspection by shareholders. (c) What amounts are required to be transferred to the investor protection and education fund? [10+3+3 = 16 marks]
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