CS Final :: Company Secretarial Practice : June 2005

Draft the specimen resolutions alongwith necessary explanatory statements wherever required for transacting the following items of business :

(i)	Deleting article 49 of the articles of association relating to managing agents.
(ii)	Sub-division of shares.
(iii)	Appointment of a director other than a retiring director.
(iv)	Declaration of interim dividend.

A company declared dividend on 31st October, 1996 for the year ended 31st March, 1996. Out of the dividend so declared, a sum of Rs.2,17,290 remains unclaimed as at 31st March, 2004. As the secretary of the company, how will you deal with this amount ?

Asha Ltd. sought to refuse registration of shares in the name of Vibha Ltd. on the ostensible ground that Vibha Ltd. has not complied with the requirements of section 292 of the Companies Act, 1956 in making the investment. Is the action of Asha Ltd. valid ? Justify.

Sadbhavana Ltd. had a record turnover of Rs.100 crore and earned a net profit of Rs.23 crore for the year ended 31st March, 2004 which was its 10th year of operations. Prepare the Board of directors’ report for the year 2003-04. You may make necessary assumptions about the facts and figures as may be necessary.

Elucidate the procedure to be followed for incorporation of a private limited company and outline the distinctive features of such a company under the Companies Act, 1956.

In the light of provisions of the Companies Act, 1956, state with reasons whether the following statements are true or false. Attempt any four:

Deposits received by a public company from another public company are reckoned as deposits under the Companies (Acceptance of Deposits) Rules, 1975

226

All resolutions that are passed at Board meetings need only simple majority, as special resolution has nothing to do with Board meetings.

Outline the meaning and significance of a ‘charge’. What are the charges that need to be registered ? What are the consequences of non-filing of a charge ?

Ajay, a shareholder of Adarsh Ltd., wrote to the company for supply of copies of 100 folios of register of members. The company insisted that before asking copies of the folios, Ajay ought to have taken inspection and specified the particulars of the folios. Without such inspection, copies of folios cannot be made available. Advise Ajay.

Zahir wrote to the company to supply him copies of audited balance sheets since 31st March, 2001. The company refused to supply him all these balance sheets but was willing to supply the last audited balance sheet of the company for the financial year ended 31st March, 2004. Advise Zahir.

The Chairman and the Company Secretary are charged with the offence of violation of the mandatory provisions of the Companies Act, 1956 for having failed to file necessary returns as per the Act. They feel that there could be penal action against them only if there is deliberate violation of law and not when there were inadvertent errors. Hence, in their opinion, there should not be any prosecution. Advise them.

Holder of only one share of a large public company gave notice under section 284 of the Companies Act, 1956 for removal of the whole-time director who is the CEO of the company at the ensuing AGM. The company has been advised not to entertain the notice in view of non-compliance of requirements of section 188 in regard to circulation of members’ resolution. The matter has been referred to you for a second opinion. Advise.

Advance Solutions Pvt. Ltd. is a company engaged in development of software. Ajit, Baljit and Charanjit are the only shareholders and directors of the company. Ajit has recently started his own independent software development company. Baljit and Charanjit are of the view that continuation of Ajit as director and shareholder of the company will be against the interests of the company. Therefore, they want to expel Ajit as a member as well as director of the company. Advise Baljit and Charanjit.

Shares of Anand Pvt. Ltd. are held by Ram and Shyam in the proportion of 70:30. Ram transfers his entire shareholding in favour of Rama Investments Ltd. Anand Pvt. Ltd. became a subsidiary of a public company and changed its status as such. State the implications of above and enumerate the procedure, if any, required to be followed in this regard.