|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.|| Redraft the following notice for an annual general meeting keeping in view the requirements of the law. Also draft the necessary annexure, if required : |
NOTICE is hereby given that the Twenty Fourth Annual General Meeting of the Directors of XYZ Ltd. will be held at the Administrative Office of the Company at 4th floor, Bagirathi Complex, Bright Road, New Delhi, on Sunday, the 29th June, 2003 at 10.30 PM to transact the following business :
|2.||Bright and Prosperous (Pvt.) Ltd. is a family–owned company incorporated with a capital of Rs.1,75,000. The company has a number of indigenous and foreign agencies for manufactured engineering goods and has had a steady growth in turnover and profits over the last ten years. The directors, visualising further growth in the company’s business, have decided to make the company public; however, for the time being, the company will not be listed on any stock exchange |
Your services, as company secretary, have been requisitioned to advise the Board on the various steps to be taken along with draft resolutions, to achieve the objective. Make a detailed presentation to the Board.
|3.|| As the Company secretary of Sharp Practices Ltd., advise the Board on the following matters : |
|4.||Write short notes on any four of the following :||4each|
|(i)||Buy–back of shares||(0)|
|(ii)||Minimum/maximum number of directors in a company||(0)|
|(iii)||Need for secretarial standards||(0)|
|(iv)||Free transferability of shares||(0)|
|(v)||Satisfaction of charge.||(0)|
|5.|| The Board of directors of Sunbeam Industries Ltd., of which you are the company secretary, seek your advice on the following matters : |
Advise the Board along with appropriate resolutions.
|6.||(a)||What do you mean by non–statutory books/registers to be maintained by a company ? Why are such books/registers maintained by the companies ?||4||(0)|
|(b)||Classify the following into statutory and non–statutory books/registers and explain briefly the necessity and the contents of each of them :||3each|
|(ii)||Register of charges||(0)|
|(iii)||Register of share transfers and transmission||(0)|
|(iv)||Register of contracts with companies and firms in which directors are interested.||(0)|
|7.||(a)||A company opened a dual purpose account, so that dividend was paid to the shareholders from that account and the unpaid amount of dividend remained with the bank, which earns nominal interest to the company. Bank also agreed to honour all dividend warrants deposited at the specified branches spread across the country. |
Accordingly, the money was transferred to the dual purpose account and dividend warrants were posted within three days from the date of the declaration of the dividends. However, later on, company realised that it would be impossible for it to know whether or not the dividend warrants have been encashed by the shareholders unless they were returned back to the bank or the company.
Therefore, company decided to continue with the dual purpose account till the warrants go stale and only then transfer the unpaid dividend, to a special account with a scheduled bank, as prescribed for payment of dividend. Examine whether there is any contravention to the provisions of law relating to the payment of dividend.
|(b)||A few directors of a power company registered in India, who are foreign nationals, collected funds from non–resident individuals and companies with a promise to issue shares of that power company. They made false and misleading statements and suppressed facts. They diverted the funds so raised to certain investment companies owned by them abroad. The funds so diverted were utilised by the investment companies for securing allotment of shares in the power company. Can the aforesaid directors be prosecuted for trial in the Indian courts for the commission of offences under sections 60, 63, 68 and 68A of the Companies Act, 1956 ? Support your answer with case law, if any.||8||(0)|
|8.||(a)||5,000 equity shares in a company were standing registered in the joint–names of Smt. Sumati and Sri Krishan. A dispute arose between them. Sri Krishan requested the company to split the holdings half and half and show his name as the first joint–holder in one half of the holdings so split. Discuss whether the company can entertain Sri Krishan’s request ?||8||(0)|
|(b)||X was a shareholder in company M Ltd. X died bequeathing a will under which Z, son of X, was empowered to receive the amount of the shares. The articles of association of M Ltd. vested with the Board of directors absolute discretion in regard to registration of transfer of shares. |
In the instant case, the Board refused to register the transmission of shares on the grounds that the will entitled Z to receive amount of the shares only and that he was an undesirable person to the company. Is the refusal to register the transmission by the Board of directors of company correct ? Explain.