SA-PP ACLP-2013 COVER - ICSI

1 SUGGESTED ANSWERSPROFESSIONAL PROGRAMMEADVANCED COMPANY LAW AND PRACTICE(PP-ACL&P/ 2013 )ICSI House, 22, Institutional Area, Lodi Road, New Delhi 110 003 Phones : 41504444, 45341000; Fax : 011-24626727E-mail : Website : ANSWERSPROFESSIONAL PROGRAMMEADVANCED COMPANY LAW AND PRACTICE(PP-ACL&P/ 2013 )THE INSTITUTE OF COMPANY SECRETARIES OF INDIAPROFESSIONAL PROGRAMMEADVANCED COMPANY LAW AND PRACTICESUGGESTED ANSWERSC O N T E N T S PAPER 1/20131. Answer to Question No. Answer to Question No. Answer to Question No. Answer to Question No. Answer to Question No. Answer to Question No.

2 PAPER 2/20137. Answer to Question No. Answer to Question No. Answer to Question No. Answer to Question No. Answer to Question No. Answer to Question No. Test Papers are the property of The Institute of Company Secretaries of India. Permissionof the Council of the Institute is essential for reproduction of any portion of the Paper.(i)TEST PAPER 3/201313. Answer to Question No. Answer to Question No. Answer to Question No. Answer to Question No. Answer to Question No. Answer to Question No. answers have been written by competent persons and theInstitute hopes that the SUGGESTED ANSWERS will assist thestudents in preparing for the Institute's examinations.

3 It is, however,to be noted that the answers are to be treated as model and notexhaustive answers and the Institute is not in any way responsiblefor the correctness or otherwise of the answers compiled andpublished Suggested Answers contain the information based on theLaws/Rules applicable at the time of preparation. However,students are expected to be well versed with the amendments inthe Laws/Rules made upto six months prior to the date ofexamination.(ii) THE INSTITUTE OF COMPANY SECRETARIES OF INDIARs. (Excluding Postage & Packing)Rs. (By Registered Post)Printed at Samrat Offset Works/300/March 2014 Price :{Question No.}

4 1 Draft the following:(i) Resolution to give effect to consolidation of shares made by the company in itsmemorandum of association.(ii) A notice under Section 640B for the Central Government s approval to increaseremuneration of the Managing Director.(iii)Special Resolution for altering the Articles of a private company converting itinto a public company.(iv)Board Resolution for the appointment of first auditor. (5 marks each)Answer to Question No. 1(i)Ordinary Resolution to give effect to consolidation of shares made by the companyin its memorandum of association RESOLVED THAT (i) pursuant to Section 94(1)(b) and other applicable provisions, if any, of theCompanies Act, 1956, and of Articles of Association of the company,all the 5,00,00,000 (five crore) equity shares of (Rupees five) each of thecompany be and are hereby consolidated into two crore and fifty lakh (2,50,00,000)equity shares of Rs.

5 10/- (Rupees ten) each;(ii)all the present shareholders holding in all 2,00,00,000 (two crore) issued,subscribed and fully paid equity shares of Rs. 5 (Rupees five) each be issued,in lieu of their present shareholding, the number of fully paid consolidated equityshares of (Rupees ten) each;(iii)the board of directors of the company be and is hereby authorised to take all thenecessary steps for giving effect to the foregoing resolution, including recall ofthe existing share certificates, issue of new share certificates in lieu of theexisting issued share certificates in terms of the foregoing resolutions and inaccordance with the applicable provisions of the Companies Act, 1956 andthose of the Companies (Issue of Share Certificates) Rules, 1960.

6 PROFESSIONAL PROGRAMMEADVANCED COMPANY LAW AND PRACTICETEST PAPER 1/ 2013 (This Test Paper is based on entire Study Material)Time allowed : 3 hoursMax. Marks : 100 Attempt All to Question No. 1(ii)Notice under Section 640B for Central Government s Approval to Increase ManagingDirector s is hereby given pursuant to Section 640B of the Companies Act, 1956 (theAct) that the company intends to make an application to the Central Government for itsapproval under Section 310 of the Act to the increase in the remuneration payable , Managing director of the Office.

7 To Question No. 1(iii)Special Resolution for Altering Articles of a Private Company Converting it into aPublic Company RESOLVED THAT (i) pursuant to the applicable provisions of the Companies Act, 1956, the companybe and is hereby converted into a public company;(ii)the name of the company be and is hereby changed from .. PrivateLimited to .. Limited; and(iii)the regulations contained in the document submitted for consideration andapproval of this meeting, and initialled by the chairman of the meeting for thepurpose of identification, be and are hereby approved and adopted as the articlesof association of the company in substitution for, and to the exclusion of, thepresent articles of association of the company.

8 Explanatory StatementThe Board of directors of the company, at its meeting held on .., discussedthe pros and cons of a public limited company and a private limited company, anddecided to convert the company into a public limited company and also decided that thepresent articles of association of the company, which were adopted by the companywhen it was incorporated as a private limited company, be also substituted by a new setof the proposed alterations, deletions, insertions etc. to the present articles ofassociation were numerous, the Board decided that it would be convenient to adopt analtogether new set of articles of association incorporating all the proposed directors commend the proposed special resolution for your consideration andadoption of the new set of articles of association of the company in place of the existingarticles of association of the of the directors is concerned or interested in the proposed to Question No.

9 1(iv)Board Resolution for the Appointment of First Auditor RESOLVED THAT the consent of the Board of directors be and is hereby given tothe appointment of M/s ABC and Co., Chartered Accountants, as First Auditors of theCompany to hold office up to the conclusion of the First Annual General Meeting of thecompany at a remuneration of Rs.. in addition to the out of pocket expensesincurred by them in connection with audit of company FURTHER THAT the Secretary of the company be and is hereby directedto give intimation of the appointment to the Auditors so appointed within seven days ofthe date of the resolution. Question No.

10 2(a) Choose the most appropriate answer from the given options in respect of thefollowing:(i) The minimum number of directors of the audit committee in case of a listedcompany with 12 directors shall be (a) 2 Directors(b) 3 Directors(c) 4 Directors(d) 5 Directors.(ii)The power to borrow money otherwise than on Debentures can be exercisedonly at (a) Board Meeting(b) General Meeting(c) Either at Board Meeting or at General Meeting(d) Resolution by Circulation(iii) A casual vacancy arising out of resignation of company s auditor can befilled by (a) Company in general meeting by ordinary resolution(b) Company in general meeting by special resolution(c) Board of Directors(d) Audit Committee.