Previous year question papers of Company Secretary Final exam

Can you please give me the previous year question papers of Company Secretary Final exam as it is very urgent for me?

As you want to get the previous year question papers of Company Secretary Final exam so here is the information of the same for you:

Some content of the file has been given here:

Drafting, Appearances and Pleadings


1. (a) “Hypothecation is an extended form of pledge.” Explain the statement and make
suggestions for improvement in the law of hypothecation citing case law(s).
(10 marks)
(b) Re-write the following sentences after filling-in the blank spaces with appropriate
word(s)/figure(s) :
(i) Drafting may be defined as the synthesis of___________and ___________ in a
language form.
(ii) According to section 128 of the Indian Contract Act, 1872, the liability of the
surety is ___________ with that of the ___________ unless it is otherwise
provided by the contract.
(iii) In a leave and license agreement, the__________ possession of the premises is
deemed to remain with the licensor and the licensee is said to be in ____________
possession of the said premises.
(iv) A debtor cannot__________or take advantage of non-payment of___________
for assignment.
(v) Articles of association being ___________ document of the company, have
___________ in matters which involve dealing of the company with its own
members or third parties.
(2 marks each)

2. (a) Explain the following :
(i) Preliminary submissions/objections in legal pleadings.
(ii) Special advantages of ‘mortgage by deposit of title deeds’.
(4 marks each)
(b) What are the different forms of defence that may be adopted by a defendant while replying
to opponent’s pleadings ?
(8 marks)

3. (a) In the context of court rulings on merger, discuss and decide the following issues :
(i) Can the exchange ratio approved by shareholders of the merging company be
questioned by a small group of dissenting shareholders ?
(ii) Is the transferring company justified in excluding assets held on lease and license
arrangement from those transferred to the transferee company ?
(iii) Whether there was contravention of section 393(1)(a) of the Companies
Act, 1956 inasmuch as the fact that the Chartered Accountant entrusted with the
valuation of the shares was a director of the amalgamating company had not
been disclosed ?
(4 marks each)

(b) State, with reasons in brief, whether the following statements are true or false :
(i) Under section 17 of the Telecom Regulatory Authority of India Act, 1997
(TRAI), as amended in 2002, a Company Secretary can appear and plead for his
company’s case before the TRAI Appellate Tribunal without obtaining a certificate
of practice from the Institute of Company Secretaries of India.
(ii) Recitals in a deed, if ambiguous, can operate as estoppel.
(2 marks each)

4. Write notes on any four of the following :
(i) Irrevocable power of attorney
(ii) Amendment of the pleadings with reference to the general rule ‘no pleadings, no evidence’
(iii) Extinction of a trust
(iv) Letters of authority
(v) Mode of transfer of actionable claims.
(4 marks each)
5. (a) Drafting of a sale deed of immovable property requires comprehensive coverage of
technicalities like offer, transfer, etc. Mention eight important covenants of sale deed of
ABC Company’s factory premises.
(8 marks)

(b) Match the following :
(i) Principal debtor (a) Meetings
(ii) Del credere (b) Arbitration
(iii) Award (c) Written statement
(iv) Notice (d) Guarantee
(v) Dilatory pleas (e) Agency
(vi) Declaration (f) Application
(vii) Petition (g) Testatum
(viii) Deed (h) Affidavit.
(1 mark each)

6. (a) Draft a deed of sub-lease with the permission of Vijay, the original lessor between Amar
(sub-lessor) and Binod (the sub-lessee) in respect of Survey No. 786, Part I, being used
as agricultural land admeasuring 50 acres situated on the eastern bank of Varuna river
in Varanasi District (UP) demised to the original lessor, Vijay, for a period of 30 years
w.e.f. 1st January, 2012 and covenanted for renewal for three consecutive periods of
30 years each; though the sub-lease has to be initially valid for 30 years only.
(12 marks)
(b) Select the odd term out and briefly justify your answer :
(i) (a) Deed pool; (b) deed poll; (c) indenture; (d) cyrographum.
(ii) (a) Compromise; (b) amalgamation; (c) merger; (d) takeover.
(2 marks each)

7. (a) State the ten essential ingredients of an affidavit conforming to the provisions of
Order XIX, Rule 1 of the Code of Civil Procedure, 1908.
(10 marks)
(b) Distinguish between the following :
(i) ‘Performance guarantee’ and ‘fidelity guarantee’.
(3 marks)
(ii) ‘Set-off’ and ‘counter claim’ in the light of case law on counter claim.
(3 marks)

8. Examine and comment on the following :
(a) Applicant company’s request to convene an extraordinary general meeting was rejected
by the respondent company on the ground that the Company Secretary is not authorised
to sign the request. The Company Law Board upheld the ground. In the light of decided
case law, critically evaluate the correctness or otherwise of the decision of the Company
Law Board.
(10 marks)
(b) No special skills except a good knowledge of language is necessary for drafting a good
legal document.
(6 marks)

Company Secretarial Practice

1. Draft any four of the following (a) in case of a resolution, the body to consider the same
and the type of resolution; and (b) in other cases person authorised to issue the same. In
all cases, the basis which gives rise to drafting should also be mentioned :
(i) Resolution recommending payment of dividend on equity shares out of current profits.
(ii) Resolution for transmission of shares.
(iii) An affidavit verifying the contents of the petition on behalf of the company.
(iv) Notice of adjourned Board meeting.
(v) A resolution to borrow money, not being a temporary loan, which will make the total
borrowed sum exceed the aggregate of company’s paid-up share capital and free reserves.
(5 marks each)
2. Distinguish between any four of the following :
(i) ‘Adjournment of a meeting’ and ‘postponement of a meeting’.
(ii) ‘Additional director’ and ‘alternate director’.
(iii) ‘Dematerialisation of securities’ and ‘rematerialisation of securities’.
(iv) ‘Inspection’ and ‘investigation’.
(v) ‘A company limited by guarantee’ and ‘an unlimited liability company’.
(4 marks each)
3. (a) (i) Who all are required to sign annual return of companies having share capital
under the Companies Act, 1956 ?
(ii) Mention any four particulars that an annual return of companies having share
capital must contain.
(2 marks each)
(b) Re-write the following sentences after filling-in the blank spaces with appropriate
word(s)/figure(s) :
(i) A copy of the compliance certificate should be attached with _____________,
where the company does not have a whole-time Company Secretary.
(ii) Secretarial Standard – 7 relates to_____________.
(iii) Interim dividend _____________ be paid on preference shares.
(iv) E-form_____________ is a return in respect of buy-back of securities.
(1 mark each)

(c) State, with reasons in brief, whether the following statements are true or false :
(i) Rights shares means shares which are issued by a newly formed company.
(ii) A company should file its annual return within six months of the close of the
financial year.
(iii) The shareholders of a company which has adopted Table-A of the Companies
Act, 1956 can increase the rate of dividend recommended by the Board of
directors in its annual general meeting.
(iv) Debentures with voting rights can be issued only if permitted by the articles of
association.
(2 marks each)

4. (a) Bring out the procedure for incorporation of a company as subsidiary of an existing
company.
(8 marks)
(b) Write the most appropriate answer from the given options in respect of the following :
(i) Default in filing of annual return makes the company and officer in default liable
to be punished with fine which may extend to —
(a) `500 per day
(b) `50 per day
(c) `100 per day
(d) `1,000 per day.
(ii) Which one of the following forms needs to be filled-in for filing the order of the
Company Law Board/High Court —
(a) e-Form 21
(b) e-Form 61
(c) e-Form 23
(d) e-Form 18.
(iii) Intimation to keep the books of account at a place other than the registered office
of the company is required to be filed within how many days from the date of
passing of the Board resolution ––
(a) 30 days
(b) 7 days
(c) 60 days
(d) 120 days.
(iv) The satisfaction of charge is required to be notified to the Registrar of
Companies in —
(a) e-Form 8
(b) e-Form 17
(c) e-Form 21
(d) e-Form 23.
(1 mark each)

(c) Do you agree with the following statements ? Give brief reason(s) in support of your
answer :
(i) In a scheme of amalgamation, shareholders of Company-A were offered shares
of Company-B in lieu of shares held by them in Company-A. Can the offer
letter issued by Company-B to the shareholders of the Company-A be regarded
as prospectus ?
(ii) Preference shareholders have the same voting rights as the equity shareholders.
(2 marks each)

5. (a) “Failure to file annual return is a continuing offence.” Comment.
(4 marks)
(b) Boss Ltd. issued 2,00,000 equity shares of `10 each. You are allotted 100 shares. Explain
any eight rights you have as a member of the company.
(4 marks)

(c) Amulya Ltd. has received an application for transfer of 1,000 equity shares of `10 each
fully paid-up in favour of Amar. On scrutiny of the application form, it was found
that Amar is a minor. Advise the company regarding the contractual liability of a minor
and whether shares can be allotted to Amar by way of transfer.
(4 marks)
(d) How does a director resign from the Board of directors in a private limited company,
if the Board of directors fails to accept his resignation ?
(4 marks)

6. (a) The articles of association of a listed company has fixed payment of sitting fee for
each meeting of directors subject to a maximum of `10,000. In view of increased
responsibilities of independent directors of listed companies, the company proposes to
increase the sitting fee to `25,000 per meeting. As a Company Secretary, advise the
company about the requirements under the Companies Act, 1956 to give effect to this
proposal.
(6 marks)
(b) What is meant by compoundable and non-compoundable offences ? State whether the
following offences are compoundable or non-compoundable also mentioning the authority
which can compound the offence in case of compoundable offences :
(i) Failure to hold an annual general meeting of the company.
(ii) Failure to file copies of annual accounts with the Registrar of Companies.
(iii) An officer of a company who inspite of court’s order to vacate the company’s
property, continues to occupy the same.
(iv) Non-distribution of dividend to the members within the prescribed time.
(6 marks)

(c) Explain the provisions of the Companies Act, 1956 relating to ‘resolutions requiring
special notice’. Identify the resolutions that require ‘special notice’ under the Companies
Act, 1956.
(4 marks)

7. (a) Mention the provisions of the Singapore Companies Act relating to formation of
companies.
(8 marks)
(b) “The provisions of the Hong Kong Companies Ordinance relating to formation of an
incorporated company are broadly similar to the provisions of the Companies Act, 1956.”
Comment.
(8 marks)

8. (a) Outline the procedure involved for striking off the names of companies by the Registrar
of Companies under section 560.
(6 marks)

(b) Love All Ltd. was registered in the year 2005 under the Companies Act, 1956. The
management of the company decides to make donation to recognised political party.
Advise the management about the restrictions and the extent upto which such
donation can be made. Will it make any difference if Love All Ltd. was registered
in the year 2009 ?
(6 marks)

(c) The principal business of Grow Fast Ltd. was the acquisition of vacant plots of land
and to build/erect houses. In the course of transacting the business, the Chairman of
the company acquired the knowledge of arranging finance for the development of land.
Grow Fast Ltd. introduced a financier to another company Ajay Ltd. and received an
agreed fee of `2 lakh for arranging the finance. The memorandum of association of
the company authorises the company to carry on any other trade or business which in
the opinion of the Board of directors can be advantageously carried on by the company
in connection with the company’s general business. Referring to the provisions of the
Companies Act, 1956, examine the validity of the contract carried out by Grow Fast
Ltd. with Ajay Ltd.
(4 marks)



For more detailed information I am uploading PDF files which are free to download:

Contact Details:
The Institute of Company Secretaries of India
C-37, Sector 62,
Noida,
Uttar Pradesh 201301 ‎
0120 452 2058
India

Map Location:

Attached Files Available for Download

	Previous year question papers of Company Secretary Final exam-1.pdf (150.9 KB, 35 views)
	Previous year question papers of Company Secretary Final exam-2.pdf (68.8 KB, 47 views)
	Previous year question papers of Company Secretary Final exam-3.pdf (78.3 KB, 42 views)
	Previous year question papers of Company Secretary Final exam.pdf (274.4 KB, 48 views)