CS Final :: Company Secretarial Practice : June 2004

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 place of registered office from one State to another.
(ii)	open a bank account with a scheduled bank for payment of dividend.
(iii)	Issue of duplicate share certificate,
(iv)	Commence a new business by a public limited company,
(v)	Grant general power of attorney to the company secretary.

What are the legal requirements to be complied with in regard to recording of minutes and maintenance of minutes book ?

Can an alternate director said to be interested in a contract or arrangement in which the original director was interested, but the alternate director has no interest whatsoever ?

All shareholders of a company, whose registered office is at New Delhi, unanimously requested the company to hold its next annual general meeting at Lucknow. Can their request be acceded to ?

At the annual general meeting of ABC Ltd., one of the agenda items was for the retirement and reappointment of X, a director of the company. However, though around 50 members attended the meeting, nobody proposed the name of X, the retiring director, at the meeting for his reappointment. As Secretary of the company present at the meeting, advise the chairman about the steps to be taken as per the provisions of the Companies Act, 1956.

The articles of association of a company require the instrument appointing a proxy to be received by the company 75 hours before the meeting. State with reasons whether it is a valid requirement.

The present Board of directors of a company consists of 2 non-retiring directors, 3 additional directors and 4 other directors. State the number of directors, if any, who will be liable to retire at the next annual general meeting and the number of directors who shall vacate the office at the annual general meeting.

State the provisions of the Companies Act, 1956 relating to the contents of annual return of a company having share capital, its signing and the time limit within which it should be filed.

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

(i)	An item of special business to be transacted at a meeting is required to be passed by a special resolution.
(ii)	An alternate director shall hold office till conclusion of the next annual general meeting.
(iii)	Redemption of preference shares by the company shall reduce the amount of its authorised share capital.
(iv)	Charge on any book debt of the company requires registration with the Registrar of Companies.
(v)	A company can invest any amount in any other body corporate by passing a special resolution.

Astitva Ltd. desires to engage in a new business which is outside the scope of its existing objects clause. Explain the procedure for giving effect to this proposal.

Ramsay, a director of Humlog Ltd., resigned from the directorship with immediate effect by his letter dated 16th April, 2002 which was received and acknowledged by the company on 20lh April, 2002. However, the company did not file Form No.32 with the Registrar of Companies in time. Meanwhile, for a default committed by the company under the Negotiable Instruments Act, 1881, on 20'h May, 2002 the director was sought to be prosecuted. Ramsay contended that he should not be prosecuted as he has resigned from the directorship of the company, which was effective from the date it was received by the company and that he was not the director on the date the default was allegedly committed. Is the argument of Ramsay tenable ?

The central government holds 32% of the equity shares of Globe Ltd. The State governments of Tamil Nadu and Andhra Pradesh together hold 15%, UTI holds 5% and LIC holds 2% of the equity shares of the company. Is it a government company ?

A public limited company having Rs.15 lakh paid-up share capital, which is facing shortage of fund for its day-to-day affairs, borrowed a sum of Rs.5 lakh from one of its directors on 1st April, 2003. Does it violate any provision of the Companies Act, 1956 and rules framed thereunder ?