CS Final :: Company Secretarial Practice : December 2004

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

(i)	Company’s 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 30th December, 2003. On the same day, Qureshi was appointed on the Board in place of Ronnie, who died on 20th 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.

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:

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

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.

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

Shifting of the registered office of the company from Pune to Mumbai;

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Appointment of Ram as an alternate director in place of George, a British national, representing the foreign collaborators of the company;

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

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 :

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.

As a Company Secretary, how would you deal with the following situations :

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.

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.

A 3-year contract for the sale of the company’s 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.

A director as well as his alternate happen to be present at a meeting of the Board of directors of the company.

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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.

Explain the procedure involved in registering a charge for the following assets of the company offered as security to company’s 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.

State the procedure for—