CS Final :: Company Secretarial Practice : December 2005

Draft a suitable notice along with requisite explanatory statement(s), if any, to convene the ensuing 14th Annual General Meeting of Exell Ltd. for transacting the following items of business. Assume all other relevant data:

Re-appointing Veer and Zara as directors who retire by rotation and confirming Rex as director who was co-opted as an additional director during December, 2004.

Draft a memorandum of association for filing with the Registrar of Companies for registration of a private limited company with an authorised capital of Rs. 50 lakh. Make necessary assumptions wherever required.

Compounding of offences;
Convening Board meetings;
Allotment of shares; and
Demand and conduct of a poll.

State, with reasons in brief, whether the following statements are true or false:

(i)	A Board meeting may be held even on a Sunday.
(ii)	Every director who has attained the age of 65 years shall cease to serve on the Board of the company.
(iii)	A dividend may exceed the paid-up capital of the company.
(iv)	At every Board or general meeting, the quorum shall be maintained throughout the meeting; else the meeting shall be deemed invalid.
(v)	Shifting of the corporate office requires the approval of the State government.
(vi)	Inspection of Board minutes may be validly denied to any shareholder.
(vii)	Proxies may be accepted till the commencement of the general meeting.
(viii)	At Board meetings, the chairman is free to exercise his casting vote, if the situation so warrants.

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Draft a resolution for creation of a mortgage of a company's undertaking under section 293 of the Companies Act, 1956 ?

Explain the procedure relating to—
 (i) change of auditors; and
(ii) transmission of shares.

The position of profitability and reserve of a company is as follows:

	Rs.
Profit during a year Depreciation Depreciation for previous year not provided General reserve Investment allowance reserve Paid-up share capital	20.0 lakh 7.5 lakh 8.0 lakh 10.0 lakh 5.0 lakh 50.0 lakh

Determine the maximum amount of dividend the company may declare.

Briefly answer any eight of the following:

(i)	A subscriber to the memorandum and articles of association of a company is illiterate. How can he sign them ?
(ii)	The promoters of Rosy Pvt. Ltd. prepare the memorandum and submit its photocopies for incorporation. Would it be accepted ?
(iii)	Board of directors of a company proposes to alter its articles by inserting a new clause to provide for expulsion of members by the management. Can they do so ?
(iv)	ABC, a partnership firm, subscribes for shares of Zel Ltd. The company rejects the application. Can it do so ?
(v)	Mention the documents to be submitted for the conversion of a public company into a private company.
(vi)	Briefly explain the remedies available to investors for non-payment of matured deposits.
(vii)	A company has ten directors. It wishes to increase the number of directors to 14. Outline the procedure.
(viii)	Can a manager be removed from his office ?
(ix) (x)	Who is a compliance officer ? What is an audit committee ?

Distinguish between the following:

(i)	'Additional director' and 'alternate director',
(ii)	'Registration of charge' and 'satisfaction of charge'.
(iii)	'Register of directors' shareholdings' and 'register of directors'.
(iv)	'Managing director' and 'whole-time director'