CL122002

FINAL EXAMINATION
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COMPANY LAW (Guideline Answers)

INTERMEDIATE EXAMINATION
DECEMBER 2002
Time allowed: 3 hours Maximum marks: 100
NOTE:: Answer SIX questions including Question No. 1 which is COMPULSORY.
Question 1
Navneet, a retired bureaucrat, has been appointed as a chairman of the Healthy

Life Ltd., engaged in medicare business. As he has no background in corporate
affairs, he asks you as the company secretary of the company to provide him with
a self-explanatory note on any five of the following:
i. Relevance of the memorandum of association and the articles of association to the

company.
ii. Relevance of the memorandum of association and the articles of association to the
members.
iii. Types of resolutions that a company can pass for transacting various items of business.
iv. Rights of the members of the company in regard to general meetings of the company.
v. Officer in default.
vi. Managing director and his legal relation with the chairman of the company.(5 marks each)
Answer 1(i)
A memorandum of association is an essential requisite for forming an incorporated

company to be registered under Section 12 of Companies Act, 1956. The
Memorandum of Association of a company is its magna carta. It is the constitution of
a company whereas Articles of Association is its book of rules and regulations for the
conduct of internal affairs of the company. The Memorandum of Association of a
company is its charter defining the objects of its existence and operations. As pointed
in Gotman v. Brougham 1918 AC 514 its purpose is to enable the shareholders,
creditors and those dealing with the company to know what is the permitted range of
enterprise. The memorandum is so as to speak, the area beyond which a company
cannot travel [Ashbury Railway Carriage and Iron Company v. Riche (1875) LR HL
653]. Any act which is not stated in the memorandum as the objects or powers, is ultra
vires, thereby void and does not bind the company. Neither the company, nor the other
contracting party can thereby sue it. Also the company cannot make it valid, even if
every member, assents to it. The articles of association of a company are its by laws of
rules and regulations that regulate the internal management of the affairs of the
company by defining the powers of its officers and establishing a contract between the
company and members and between members inter se. [Naresh Chandra Sanyal v. The
Calcutta Stock Exchange Association Ltd., AIR 1971 SC 422 (1971) 41 Com. Cases
51]. Further the persons dealing with a company having satisfied themselves that the
proposed transaction is not in its nature inconsistent with the memorandum and
articles are not bound to inquire into the regularity of any internal proceedings
(Doctrine of Indoor Management) [as laid down in Royal British Bank v. Turquand
(1856) 119 E.R.886]. As between outsiders and the company, neither the
memorandum nor the articles would give any contractual rights to outsiders against
the company or its members even though the names of outsiders are mentioned in those
documents in connection with the arrangements that the company might have contemplated for carrying
on its business. Also, neither the articles nor the memorandum can authorize the company to do
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FINAL EXAMINATION
anything so as to contravene any of the provisions of the Act.
Answer 1(ii)
The memorandum and articles when registered apart from becoming public documents bind the
company and its members to the same extent as if they have been signed by the company and by each
member to observe and be bound by all the provisions of the memorandum and of the articles. Each
member is bound by the covenants of the Memorandum as originally made and as altered from time to
time. Since the articles constitute a contract binding the company to its members in their capacity as
members, a member can bring an action against the company for infringement by it of the memorandum
or articles. Further, the company is bound to individual members in respect of their ordinary rights as
members, e.g. right to receive notice of general meeting. As between the members inter se each member
is bound by the articles to other members but it does not mean that memorandum and articles create an
express contract among the members of the company. Thus, a member of a company has no right to
bring a suit to enforce the articles in his own name against any other member(s). Neither the
memorandum nor the articles confer any contractual rights even upon a member in a capacity other than
that of a member.
Answer 1(iii)
Decisions of a company are made by resolutions passed by the prescribed majority of the members
present at the meetings. Resolutions under present Companies Act, 1956 are of three kinds:
i. ordinary
ii. special, and
iii. resolutions requiring special notice.
Section 189 of the Act defines the ordinary and special resolutions:
a. A resolution, which requires simple majority of the members entitled to vote and voting in
person, or where proxies are allowed, by proxy is called an ordinary resolution. The draft of a
proposed ordinary resolution need not be set out in the notice convening the meeting. If
however, some special business has to be transacted through an ordinary resolution, the notice
must state it as special business and the proposed resolution is set out in the notice.
b. A special resolution is one passed at a general meeting of a company when (i) notice of the
meeting specifying the intention to propose the resolution as a special resolution has been duly
given as required under the Act, and (ii) the votes cast in favour of the resolution (whether on a
show of hands or on a poll by members who being entitled so to do, vote in person, or where
proxies are allowed by proxy) are not less than three times the number of votes, if any, cast
against the resolution by members so entitled to vote.
According to Section 190 of the Act, where by any provision in this Act or in the articles, special notice
is required of any resolution, notice of the intention to move the resolution shall be given to the
company not less than fourteen days before the meeting at which it is to be moved, exclusive of the day
on which the notice is served or deemed to be served and the day of the meeting. On receipt of such a
notice, the company must give to its members, notice of the resolution in the manner in which it gives
notice of the meeting.
Answer 1 (iv)
Sections Rights
165 To receive a copy of statutory report and attend statutory meeting
To have access to List of Members, giving names, addresses,
165 167
occupations, etc. in the continuation of statutory meeting.
169 To attend EGM
169 To requisition an EGM (Extraordinary General Meeting)

FINAL EXAMINATION
To have reimbursed expenses incurred for holding EGM on failure of

169
Board.
171,172 To receive a notice of General Meeting in prescribed manner
174 To be counted for the purpose of Quorum.
175 Election of chairman of the meeting amongst themselves
176 To appoint a proxy to attend and vote.
176 To inspect proxies lodged with the company under Sec. 176 (7)
179 To demand poll and withdraw the demand
Not to be prohibited from exercising voting rights on any certain
182
grounds.
183 To use votes on a poll differently
184 To be appointed as a scrutineer at poll
186 To apply to CLB to order General Meeting to be called
187, 187A To be represented if member is President or a company etc.
To have a resolution to be proposed at meeting to be circulated
188
amongst members
To give special notice and give notice of resolution requiring special
190
notice
To receive notice of resolution to be passed by postal ballot and send
192A
assent or dissent in writing
196 To inspect and be furnished with copy of minutes
To apply to CLB for order to allow inspection of minutes and be
196
furnished with the copy of the same
Answer 1(v)
Section 5 of Companies Act, 1956 provides that for the purpose of any provisions in the Companies Act
which enacts that an officer of the company who is in default shall be liable to any punishment or
penalty, whether by way of imprisonment, fine or otherwise, the expression ‘officer who is in default’
means the following officers of the company namely:
a. the managing director or managing directors;

b. the whole-time director or whole-time directors;
c. the manager;
d. the secretary;
e. any persons in accordance with whose directions or instructions the Board of directors of the
company is accustomed to act;
f. any person who is charged by the board with the responsibility of complying with that
provision.Provided that the person so charged has given his consent in this behalf to the Board
(Consent to be filed in Form 1AB);
g. where any company does not have any of the officers specified in clauses (a) to (c), any director
or directors who may be specified by the Board in this behalf or where no director is specified,
all the directors.
Provided that where the Board exercises any powers under clause (f) or clause (g), it shall, within thirty

FINAL EXAMINATION
days of the exercise of such powers, file with the Registrar a return in the prescribed form (form
prescribed is Form 1AA).
It is however pertinent to note that Section 5 applies only to those provisions of the
Companies Act which use the expression ‘Officer who is in default’, or the like.
An analysis of the provisions of Section 5 reveals the following:
1. Under the amended Section liability as ‘officer in default’ is fastened on all the officers
specified in clause (a) to (g) collectively.
2. Element of mens rea i.e. the guilty mind has been dispensed with.
3. The expression ‘any person charged by the Board’ under clause (f) refers to only officers of the
company and not to the subordinate staff.
Following two conditions are essential:
a. the Board should charge a person with the responsibility of complying with any specific
provision(s) by passing a resolution; and
b. the person so charged is required to give the consent in Form 1AB as prescribed under Rule
4BB of the Companies (Central Government’s) General Rules and Forms 1956.
Answer 1(vi)
Section 2(26) of the Companies Act, 1956 stipulates - that a Managing Director means a director who
by virtue of an agreement with the company or a resolution passed by the company in general meeting
or by its Board of Directors or by virtue of its memorandum or articles of association, is entrusted with
substantial powers of management which would not otherwise be exercisable by him and includes a
director occupying the position of a managing director, by whatever name called. Also, he shall exercise
his powers subject to the superintendence, control and directions of the Board of Directors. He is a link
between the directors and executives of the company.
The Chairman is a necessary element for the company meeting and is usually appointed by the articles.
Regulation 76 of Table A in Schedule I to the Companies Act, 1956 provides that the Board may elect a
chairman of its meetings and determine the period for which he is to hold office. Usually the Chairman
of meetings of the Board of Directors, if named in the articles of association or if appointed by the
Board, presides over all general meetings of the company. Also, Regulation 50,51 and 52 of Table A
deal with appointment of Chairman of Company’s general meetings. The Chairman has a prima facie
authority to decide all questions which arise at a meeting and which require decision thereupon.
However, he should not curb freedom of expression of directors, dictate them or check them beyond
reasonable limits. In India many Boards are chaired by managing directors, who are known as
chairman-cum-managing director (CMD). Sometimes, Board are also chaired by Directors who are not
whole-time Directors. Even if, a managing director is Chairman-cum-managing director of the company
he acts as chairman of meetings, only when they are held. The effectiveness of such a Board, depends to
a great deal on clarity of mind, homework done, decisions taken, policies formulated etc.
Question 2
Answer the following with reasons:
i. The Board of directors of Experiment Ltd. appointed Harish as managing

director in the Board meeting held on 1st January, 2001 for 3 months
complying with Schedule XIII of the Companies Act, 1956. Harish has
ceased to be a managing director with effect from 31st March, 2001. As a
result of his exit as a managing director, the Board had then appointed Atal
as the managing director in the Board meeting held on 31st March, 2001,
with effect from 1st April, 2001. The company ratified the appointments of
both these persons as managing director for the relevant periods in the next
annual general meeting of the company held on 20th September, 2001.
Whether the appointment of Harish as the managing director required any

FINAL EXAMINATION
ratification as he has already ceased to be the managing director ?(5

marks)
ii. Relying on the judgment of the Delhi High Court in Edward Keventor
Successors Pvt. Ltd. Vs. Krishna Kumar Sud, delivered in 1968, Modern
Ltd. maintained its minutes in computer generated print-outs and bound
them regularly every two years. Do you think, having regard to the
provisions of sections 193 and 194 of the Companies Act, 1956, maintenance
of minutes in such a manner is in order and should be acceptable to all the
courts ?
|(5 marks)
iii. A listed public company, in its Board meeting held on 1st October, 2001,
declared an interim dividend of 10% on its paid-up equity share capital,
fixing the record date as 30th October, 2001 for the purpose. The company
had also notified the stock exchange at which the shares are listed in time
about the declaration of the aforesaid interim dividend. The company
decided to make the payment of the interim dividend by premature
encashment of certain fixed deposits and started sending dividend warrants
from 15th October, 2001 after getting credit for the deposits in its current
account with the same bank which issued the deposit certificates. Whether
the above are in compliance with applicable provisions of the Companies
Act, 1956 ? Is the fixation of record date in accordance with the stock
exchange listing requirements ? (5 marks)
Answer 2(i)
According to Section 269(2) of the Companies Act, 1956 no appointment of a person

as a managing or whole-time director or a manager in a public company or private
company which is a subsidiary of public company, shall be made except with the
approval of Central Government unless such appointment is made in accordance with
Schedule XIII and a return in the prescribed form is filed within 90 days from the date
of such appointment. Such appointment shall be subject to approval by a resolution of
shareholders in General Meeting. The Companies Act does not prescribe any time
limit for obtaining the approval of the shareholders in a general meeting. Company
Law Board (in Department of Company Affairs) has clarified that resolution in a
general meeting can be passed even after the expiry of 90 days period from the date of
appointment by the Board and is not required to be filed with ROC so long as the
resolution passed by the Board has already been enclosed with the Return in Form 25-
C [Circular No.3 dt. 13.4.89]. Also Dept’s Circular No.2/94 dated 10.2.94 provided
that incidentally Part III of the schedule does not envisage prior approval or approval
within 90 days. All that is required is an approval of the shareholders in a general
meeting. It would, therefore, be appropriate if such approval is obtained in the first
general meeting held immediately after fixation of remuneration.
Thus, the appointment of Harish requires ratification or approval of shareholders in

general meeting and as a good practice, in the first general meeting after the
appointment. (Irrespective of the fact that he ceased to be the MD before AGM).
Answer 2(ii)
Section 193 of the Companies Act, 1956 deals with maintenance of minutes. Section
193 (1B) reads: “In no case, the minutes of proceedings of a meeting shall be attached
to any book as aforesaid by pasting or otherwise”. In the process of Computerization,
companies are maintaining the minutes in loose leaf after taking computer print outs

FINAL EXAMINATION
and after a certain period getting them bound.
As per Departments’ letter vide File No.8/16/1/61-PR maintenance of minutes in loose

leafs form, whereby loose leaves, which were serially numbered could be taken out
and reinserted after the proceedings had been typed on them, would not be strictly
speaking amount to attachment within the meaning of Sub-section 1(B) of Section
193.
As per section 194 the minutes of meetings kept in accordance with the provisions of
section 193 shall be evidence of the proceedings recorded therein. The Delhi H.C. in
the case of Edward Keventer Successors Pvt. Ltd., v. Krishan Kumar Sud (1968) have
accepted the minutes pasted on loose leaf as evidence. The learned judge overlooked
sub-section (1-B) which specifically prohibits pasting. A loose-leaf binder and type
written minute book is not a minute book and not admissible in evidence.
Department of Company Affairs in its letter No.16047/7A VII dated 16.12.72 has said
that it will not take any action against a company if typewritten minutes are
maintained in the prescribed manner and such loose leaves are bound up in books at
reasonable intervals to the stage the minutes have been entered.
The use of loose-leaf forms for minute books is a convenient modern technique for
neat and expeditious recording of minutes. For the sake of convenience, the
Department does not propose to take objection to minutes being kept in loose-leaf
form, where they are already being so maintained. But it is necessary that the pages
should be serially numbered and there should be proper locking device to ensure
security and proper control to prevent irregular removal of loose leaves. However, at
regular intervals, say at six months the loose-leaf books should be bound up to the
state the minutes have been entered. [Department’s File No.8/16(1) 61 - PR].
Answer 2(iii)
Section 205(1C) of the Act provides that the provisions contained in Section 205,
205A, 205C, 206, 206A and 207 shall also apply to interim dividend. Section 205(1A)
provides that the Board of Directors should deposit in a separate bank account, the
amount of dividend including interim dividend within five days of declaration of such
dividend. This clearly shows that the company in question has violated the provision.
Also according to Clause 16 of the listing agreement the company shall close its
transfer books for declaration of dividend etc. and at the time of AGM, if not closed
otherwise and give to the exchange, a notice in advance of at least forty-two days, [30
days in case of dematerialized shares] specifying the purpose therein. Therefore, if the
shares of the company in question are dealt in dematerialized form it has not violated
the provisions. However, the fact that it is sending dividend warrants 15 days prior to
the record date is faulty practice as the company is supposed to accept for registration
of transfers lodged with it upto the record date and shareholders registered as on the
record date are entitled to receive dividend.
Question 3
a. A private limited company, not being a subsidiary of any body corporate,

wishes to incorporate in its articles of association the power to issue shares
with differential rights of widely varying nature. Draft the proposed clause
for inclusion in the articles of association empowering issue of these shares
and stating at least two variations in the rights attached to these shares.(5
marks)

FINAL EXAMINATION
b. A public limited company desires to invite deposits from the public. Draft
an advertisement to be published in newspaper with assumed facts and
figures for this purpose. (10 marks)
Answer 3(a)
Article
The Board is empowered to issue equity share capital with differential rights as to
voting or dividend in accordance with the prescribed rules as amended from time to
time. The company shall obtain the approval of shareholders in general meetings in
accordance with Section 94 (1)(a) of Companies Act, 1956 (A register containing the
particulars of differential rights of holders shall be maintained).
PS: Applicable Section - Sec 86, prescribed rules- Companies (Issue of Share Capital
with Differential Voting Rights) 2001. (Above article may be modified).
Answer 3(b)
Specimen Form of Advertisement
XYZ COMPANY LIMITED
Fixed deposit schemes

The company invites/renews deposits from public, shareholders employees/ex-
employees, widows of the deceased employees of the company, charitable and other
trusts, etc. under the following schemes:
I. Cumulative deposit schemes
A B
- Amount
Amount Repayable
Minimum Amount Minimum Amount Repayable on
on maturity after
of Deposit of Deposit maturity
……years.
after….years.
Rs Rs Rs Rs
For every additional Rs…deposited,
Rs….will be repaid on maturity, subject to
For every additional Rs…..deposited,
deduction of tax at source on the
Rs….will be repaid on maturity, subject to
incremental amount wherever applicable.
deduction of tax at source on the
The depositor who have made deposits of
incremental amount, wherever applicable.
Rs….. and above on or after …….are
eligible for this scheme.
Yearly interest shall be calculated and compounded every three months at the rate of
……. subject to adjustment of difference in amount at the time of maturity of deposit.
The yearly interest so calculated will be subject to deduction of tax at source wherever
applicable.

FINAL EXAMINATION
II. Fixed deposit scheme
Period and rate of simple interest per annum

Category 1 year 2 year 3 years
Deposits from public
Depositsfrom shareholders, employees,Ex-
employees, their widows and recognised
charitable trusts
Deposits are acceptable in multiples of Rs……………..with a minimum of

Rs…………..
Interest will be calculated on ………………..and will be paid half-yearly and on

maturity. Interest will be paid through interest warrants encashable at par at all
branches of …………..bank in the country.
Deposits may be made in cash or by cheque or by bank draft. Cheques/drafts should

be crossed ‘Account Payee Only’ and made in favour of …….Bank, XYZ Company
fixed Deposit Scheme or drawn on a bank which is situated in the same town as the
bank in which the application is submitted. Acceptance of Fixed/Cumulative deposits
will be subject to the terms and conditions indicated on the reverse of the application
form.
Particulars as per the Companies (Acceptance of Deposits) Rules, 1975 as amended :
a. Name of the company.

b. Date of incorporation of the company.
c. The business carried on by the company with the detail of branches and units, if
any.
d. Brief particulars of the management of the company.
e. Names, addresses and occupations of the directors:
Name Occupation Address
f. Profits of the company before and after making provisions for tax for three
financial years preceding the date of advertisement:
Profits 19…… 19…. 19….

Before Tax ……… ……. ……..
After Tax . ……… ……. ……
g. Dividends declared by the company in respect of the said year:
19…… 19…. 19….

Rate of dividend on…….. ……… ……. ……..
Equity shares…………… ……… ……. ……

FINAL EXAMINATION
Preference shares Amount ……… ……. ……

Rs. in crores) ……… ……. ……
h. Summarized financial position of the company as in the two latest audited

balance sheets:
Liabilities As at Assets As at
Share capital Fixed Assets
Reserve and Surplus Investments
Secured loans Current assets
Unsecured loans Loans and advances
Current liabilities and Miscellaneous expenditure
Provisions Profit and Loss account
Total
Note : Brief particulars of contingent liabilitiesClaims against company not (Rs. in

acknowledgedas debts Bill discounted with banks Guarantee to bank for crores)
cash credit facilities to subsidiarycompanies.
Total
(i) The amount which the company can raise by way of deposits under the Companies
(Acceptance of Deposits) Rules, 1975:
i. Deposits under Rules 3(2)(ii):
25% of the aggregate of paid-up ____________________
capital and free reserves
ii. Deposits under Rule 3(2)(i):
10% of the aggregate of paid-up ___________________
capital and free reserves
j. The aggregate of deposits actually held on the last day of the immediately
preceding financial year
k. The company has no overdue deposits.
However, there are unclaimed deposits to the tune of Rs………as on……….
l. The company hereby declares:
i. that it has complied with the provisions of the Companies

FINAL EXAMINATION
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(Acceptance of Deposits)Rules, 1975 as amended;

ii. that the compliance with these rules does not imply that repayment
of deposits is guaranteed by the Central Government; and
iii. that the deposits accepted by the company are unsecured and rank
pari passu with other unsecured liabilities.
The text of the above advertisement has been approved by the Board of Directors at
their meeting held on …………………and copy thereof duly signed by a majority of
the directors on the Board of Directors of the company as constituted at the time the
Board approved the advertisement has been delivered to the Registrar of Companies
for registration. This advertisement is issued on the authority and in the name of the
Board of Directors of the company.
By Order of the Board

For XYZ Ltd.,
Date and Place Company Secretary
Terms and conditions of the fixed deposit scheme of the company and application
forms can be obtained from the registered office or from the regional offices or
brokers at the following addresses. Completed forms along with remittance may be
forwarded to any of the following addresses:
Registered office:
Regional offices:
Brokers:
Registrars to the deposits scheme and their offices:
Question 4
Outline the requirements of the Companies Act, 1956 in regard to conduct of

annual general meeting, giving at least three matters which can be decided in the
manner prescribed without being discussed in the meeting. (15 marks)
Answer 4
Section 166(1) of the Companies Act, 1956 states that every company must, in each
calendar year hold an annual general meeting, so specified in the notice calling it,
provided that not more than 15 months shall elapse between two annual general
meetings. However, a company may hold its first annual general meeting within 18
months from the date of its incorporation. In that event it need not hold any annual
general meeting in the year of its incorporation or in the following year.
Sections 166 and 210 of the Companies Act provide that the subsequent annual
general meeting should be held on the earliest of the following dates :
a. 15 months from date of the last annual general meeting;

b. the last day of the calendar year;
c. 6 months from the close of the financial year.
In the event of any difficulty in holding an annual general meeting (except the first

FINAL EXAMINATION
annual general meeting), the Registrar may, for any special reason shown, grant an
extension of time for holding the meeting by a period not exceeding three months.
The holding of an extraordinary general meeting will not do; only an annual general
meeting must be held [Emperor v. Nasurbhai Abdullah Bhai Lalji, AIR 1923 Born
194: (1923) 25 Born LR 224].
Every annual general meeting should be called after giving at least 21 clear days’
notice and be held on a day other than a public holiday, i.e. it should be held on
working day, during business hours at the Registered Office of the company or at
some other place within the city, town or village in which the Registered Office of the
Company is situated. The meeting can be held at any place within the postal limit and
local limits of the city, town or village in which the Registered Office of the company
is situated and where the two do not coincide, the wider of the two, (Circular
No.1/1/80-CIV, dated 16.2.1981). The Central Government may, however, exempt
any class of companies from these provisions.
‘Business hours’ means the normal working hours of the company. Section 2(38)
defines a public holiday as “public holiday within the meaning of the Negotiable
Instruments Act, 1881”. The annual general meeting must be called, whether or not
the annual accounts are ready for consideration at the meeting.
Business transacted at an Annual General Meeting
Section 173 of the Companies Act lays down that all business to be transacted at an
annual general meeting shall be deemed Special Business with the exception of the
Ordinary Business, relating to:
a. the consideration of the accounts, balance sheet and the reports of the Board of
directors and auditors;
b. the declaration of dividend;
c. the appointment of directors in the place of those retiring; and
d. the appointment of, and the fixing of remuneration of the auditors.
At the annual general meeting, all other business is special business. At an

extraordinary general meeting, every business is special business.
Section 170 of the Act provides that notwithstanding anything contained contrary in
the Articles, the provisions of Sections 171 to 186 apply to all the public companies
and private companies which are subsidiaries of public companies.
A meeting cannot be validly held unless a proper notice of it has been given. Three
things in connection with the notice have to be considered, namely (a) length of
notice, (b) to whom it must be given, (c) what should be its contents.
Section 171(1) prescribes that a general meeting may be called by giving not less than
twenty-one days notice in writing. But Section 171(2) provides that an annual general
meeting may be called by a giving a shorter notice, if it is contented to by all the
members entitled to vote at the meeting.
The expression “not less than twenty-one days” has been construed as twenty-one
clear days, meaning thereby that the date of posting and the date of the meeting are
excluded when calculating the period of twenty-one days. Intervening holidays are

FINAL EXAMINATION
counted as period of notice. Further, if the notice is to be sent by post, another 48

hours are to be added. [Section 53(2)(b)(i)]. A private company may, by its articles,
make its own regulations as regards the length of notice.
According to Sub-section (2) of section 172 of the Act, notice of every meeting of the
company shall be given to (i) every member; (ii) to the persons entitled to share in
consequence of the death or insolvency of a member; and (iii) to the auditor or
auditors for the time being of the company.
Section 172(1) prescribes that the notice of a meeting of a company shall specify the
place and the day and hour of the meeting, and shall contain a statement of the
business to be transacted thereat.
Where any item of business to be transacted at the meeting is deemed to be special

there shall be annexed to the notice of the meeting, a statement setting out all materials
facts concerning each such item of business and interest by any director therein, if any
[Section 172(2)]. This statement is called the “Explanatory Statement”.
A meeting cannot pass a resolution, the subject matter of which is not specified in the
notice convening the meeting.
Section 174(1) of the Act provides that unless the articles of a company provide for a
larger number, five members personally present in the case of public company and
two members personally present in the case of a private company shall be quorum for
a general meeting of a company. A quorum need be present only when the meeting
commenced, and it was immaterial that there was no quorum at the time when the vote
was taken. Section 174(3) further states that unless the articles otherwise provide, if
within half an hour from the time appointed for holding a meeting of a company, a
quorum is not present, the meeting, if called upon the requisiton of members, shall
stand dissolved. According to section 174(4) in any other case, the meeting shall stand
adjourned to the same day in the next week, at the same time and place, or to such
other day and at such other time and place as the Board may determine.
Section 174(5) lays down that if at the adjourned meeting also, quorum is not present
within half an hour from the time appointed for holding the meeting, the members
present shall constitute quorum.
Every member of a company having share capital has a right to appoint a proxy to
attend and vote at general meeting on his behalf. In the case of a company not having
a share capital, this right is available only if the articles make a specific provision for
it.
Section 176(3), therefore, provides that any provision in the articles which requires
longer period than forty-eight hours before the meeting for depositing a proxy, shall
have the effect as if a period of 48 hours had been specified in such provision.
Every member entitled to vote at a meeting of the company or on any resolution is

entitled, during the period beginning 24 hours before the time fixed for the
commencement of the meeting and ending with the conclusion of the meeting to
inspect proxies at any time during business hours of the company by giving not less
than 3 days notice in writing to the company of his intention to do so.
A member may either vote personally or by proxy. Section 176(1)(c) allows for the

FINAL EXAMINATION
articles of a company to provide for voting by proxy on a show of hands. So unless the
articles otherwise provide, a proxy shall not be entitled to vote except on a poll. A
proxy has no right to speak at a meeting though; he can demand a poll and vote.
Since the voting by the show of hands may not always reflect the opinion of members
on a value basis, Section 179 provides for the demand for poll. Unless the articles
otherwise provide, the members present in person at a meeting shall elect on a show of
hands one of their members to be the chairman. In this context regulation 50, 52 of
Table A are relevant.
The various alternative methods which may be adopted for taking votes on a motion
properly placed before a meeting are as follows : (i) by acclamation; (ii) by voice; (iii)
by show of hands; Iiv) by division; (v) by ballot; and (vi) by poll.
A new section 192A has been inserted by the Companies (Amendment) Act, 2000
which provides that:
Notwithstanding anything contained in the Companies Act, 1956, a listed public

company may, and in the case of resolutions relating to such business as the Central
Government may by notification, declare to be conducted only by postal ballot, shall
get any resolution passed by means of a postal ballot, instead of transacting the
business in general meeting of the company.
Accordingly where a company decides to pass any resolution by resorting to postal

ballot, it shall send a notice to all the shareholders, along with a draft resolution
explaining the reasons therefor, and requesting them to send their assent or dissent in
writing on a postal ballot within a period of 30 days from the date of posting of the
letter.
If a resolution is assented to by a requisite majority of the shareholders by means of a

postal ballot, it shall be deemed to have been duly passed at a general meeting
convened in that behalf.
List of business in which the resolutions may be passed through Postal Ballot:
a. Alteration in the Object Clause of Memorandum;

b. Alteration of Articles of Associations in relation to deletion or insertion of
provisions defining private company;
c. Buy-back of own shares by the company under Sub-section (1) of Section 77A;
d. Issue of shares with differential voting rights as to voting or dividend or
otherwise under Sub-clause (ii) of Clause (a) of Section 86;
e. Change in place of Registered office outside local limits of any city, town or
village as specified in Sub-section (2) of section 146;
f. Sale of a whole or substantially the whole of undertaking of a company as
specified under Sub-clause (a) of Sub-section (1) of Section 293;
g. Giving loans or extending guarantee or providing security in excess of the limit
prescribed under Sub-section (1) of Section 372A.
h. Election of a director under Sub-section (91) of Section 252;
i. Power to compromise or make arrangements with creditors and members as
specified under Sub-section 391;
j. Variation in the rights attached to class of shares or debentures or other
securities as specified under Section 106.

FINAL EXAMINATION
(Mention any three).
Question 5
(a) Directors’ responsibility statement is a new feature recently introduced in the

Companies Act, 1956. State¾
(i) the objective of the above statement. (2 marks)
(ii) the contents of this statement. (2 marks)
(iii) where this statement is to figure. (1 mark)
b. It is said that a company secretary plays a pivotal role in the proper

functioning of a company. Discuss briefly, the role of a company secretary
in the matter of compliance with the statutory requirements of the
company in which he is employed as an officer, citing three major matters
for such compliance. (5 marks)
c. How is the term ‘employees stock option scheme’ (ESOS) defined in the
Companies Act, 1956 ? Is it different in the SEBI’s Guidelines on
‘employees stock option scheme’ (ESOS) and ‘employees stock purchase
scheme’ (ESPS) issued in 1999 ? Answer should be backed by brief reasons.
(5 marks)
Answer 5 (a)(i)
Directors’ Responsibility Statement is aimed at highlighting the accountability of the

directors with a view to ensuring good corporate governance. It will make the
directors accountable to safeguard the assets of the company and to take positive steps
in this regard.
Answer 5(a)(ii)
A Directors’ Responsibility Statement as required under Section 217(2AA) shall

indicate therein--
i. that in the preparation of the annual accounts, the applicable accounting

standards had been followed along with proper explanation relating to material
departures;
ii. that the directors had selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the company at the end
of the financial year and of the profit or loss of the account for that period;
iii. that the directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for
safeguarding the assets of the company and for preventing and detecting fraud
and other irregularities;
iv. that the directors had prepared the annual accounts on a going concern basis.
Answer 5(a)(iii)
The statement should figure in the Board’s Report.

FINAL EXAMINATION
Answer 5(b)
Under the Companies Act, 1956 the company secretary is responsible for performance
of the duties of a secretary and such other ministerial and administrative duties as may
be assigned to him. However, the Companies Act, 1956 has not defined the functions
of a secretary but has specifically fixed the statutory responsibilities of a secretary for
compliance with legal requirements under the provisions of the Act. He has been
particularly specified by the Companies (Amendment) Act, 1988 to be an officer who
is in default under Section 5. However, he is not a managerial personnel within the
meaning of Section 197A.
The various provisions and rules framed under the Companies Act make it obligatory
for the secretary to sign the annual return filed with the Registrar [Section 161(1)],
make declarations regarding commencement of business (Section 149), authenticate
the Balance Sheet and Profit and Loss Account (Section 215) and to make declaration
under Section 33(2) of the Act before incorporation of a company confirming that all
the requirements of Act and the Rules there under have been complied with in respect
of registration of a company and the Registrar may accept such a declaration as
sufficient evidence of such compliance.
Under the Indian Stamp Act, it is the duty of a secretary to see that the documents
such as letter of allotment, share certificate, debentures, mortgages issued are duly
stamped. He is the principal officer under section 2(35) of the Income Tax Act, 1961.
Under the MRTP Act, 1969 and its rules, the term ‘principal officer’ includes a
secretary who has been so authorized by a resolution of the Board. Thus, the
responsibility of a secretary as a statutory officer has been greatly expanded by
enactment of various economic statutes.
Answer 5(c)
The term ‘Employee Stock Option’ (ESOP) has been defined under sub-section (15A)
of section 2 of the Companies Act, 1956 according to which ‘employee stock option’
means the option given to the whole-time directors, officers or employees of a
company which gives such directors, officers or employees the benefit or right to
purchase or subscribe at a future date, the securities offered by the company at a pre-
determined price. Under SEBI Guidelines, ‘employee stock option scheme’ means a
scheme under which a company grants option to employees and ‘employee stock
purchase scheme’ means a scheme under which the company offers share to
employees as part of a public issue or otherwise. ‘Employee’ under SEBI guidelines
refers to a permanent employee of the company working in India or out of India, a
director of the company whether whole-time director or not and employee as herein of
a subsidiary in India or out of India, or of holding company of the company.
Therefore, under SEBI guidelines only permanent employees and part-time directors
are eligible. Promoters (or employee belonging to promoters group) are not eligible to
participate in ESOS.
Question 6
a. (i) What is meant by ‘transmission of shares’ ?
i. Is the family arrangement a transfer of shares ? Is it necessary

for parties who are close relatives to require succession

FINAL EXAMINATION
certificate to establish a valid title to shares of a company on the

demise of the holder of such shares ?
ii. A transfer deed was executed by a mother of a minor as his
natural guardian and the company had registered the transfer
of shares covered by the transfer deed. Now, the minor’s father
requests the company to substitute the name of the minor’s
mother with his name. The company expresses its inability.
What is the remedy available to the father of the minor ? (3
marks each)
b. A newly incorporated public company investing about Rs.500 crore in an

infrastructure project wants to know whether its members can be given any
‘return on the capital’ contributed by them as the project will require at
least three years to become operational. Advise the company. (6 marks)
Answer 6(a)(i)
Transmission of shares takes place when (i) a registered shareholder dies; or (ii) is
adjudicated insolvent or (iii) if a shareholder being a company goes into liquidation.
On the death of a shareholder his shares vest in his legal representative. The legal
representative can sell the shares without being registered or subject to the provisions
of Articles, he is entitled to be put on the Register of members, if he so desires. The
company should, for this purpose accept the evidence of succession i.e. probate letter
of administration or succession certificate, as the case may be.
In case, the legal representative elects to become a member he must send a written and
signed notice called Letter of Request, to the company notifying his decision.
Any dues on the shares such as call amounts may be enforced against them in their
capacity as legal representatives of deceased shareholder [Thanappa Chettiar v. IOB
Ltd., (1943) 13 Com Cases 2002 (Mad)]. Heirs of a deceased joint holder cannot
become the holder of such shares by virtue of Regulation 25 of Table A of Schedule 1
(Ram Govind Misra v. Allahabad Theatres Pvt. Ltd. (1989) 66 Com Cases 358 (All).
Transmission unlike a transfer of shares is the result of operation of law.
Answer 6(a)(ii)
Shares which have been allocated between parties inter se pursuant to a family
arrangement or family settlement can be registered in the Register of Members
without insisting on a transfer deed. The essential features of family arrangement and
their legal aspects have been discussed by the Supreme Court in Aryamurthi (MN)
VML Subbaraya, AIR 1972 SC.1279. As pointed out in Halsbury’s Laws of England,
Third Edition, Vol.17 at P.215
“A family arrangement is an agreement between members of the same family intended

to be generally and reasonably for the benefit of the family either by compromising
doubtful or disputed rights or by preserving the family property or the peace and
security of family by avoiding litigation or saving its honour …Members of a joint
Hindu Family may, to maintain peace and to bring about harmony in the family enter
into such a family arrangement if such an arrangement is entered into bona fide and
the terms thereof are fair in the circumstances of a particular case, courts will more
readily give assent to such an arrangements than to avoid it”. It has been held that a
succession certificate was not necessary particularly where the parties were very close

FINAL EXAMINATION
relatives showing that the petitioner was the rightful legal heir and also showing that
he had a valid title to the shares.
Answer 6(a)(iii)
Transfer by Minor’s guardian
Where a transfer was effected by a mother of a minor as his natural guardian, a

petition by the father of the minor that he alone could act as a natural guardian under
the law and therefore the transfers must be set aside was rejected. The Company Law
Board pointed out that if there was anything wrong done by the petitioner’s wife, he
should seek his remedy against her in an appropriate (competent) court. So far as the
company was concerned when properly executed transfer deed under the signature of
minor’s mother submitted to the company and transfers effected, the petitioner could
not make a grievance that the entries made in the Register of Members were without
sufficient cause [Jonas Hemant Bhutta v. Surgiplast Ltd. (1993) 78 Com. cases 29
(CLB)].
Answer 6(b)
Section 208 of the Act provides that where any shares in a company are issued to raise
money to defray the cost of works or building or of plant which cannot be made
profitable for a long period, the company may pay interest on the amount of the capital
paid-up in respect of such shares, and may charge the same to capital as part of the
cost of the works, buildings or plant provided that:
a. no such payment shall be made unless it is authorized by the articles or by a

special resolution and prior sanction of the Central Government is obtained;
b. the payment of interest shall be made only for such period as may be determined
by the Central Government and that period shall in no case extend beyond the
end of the half-year next after the half-year during which the work or building
has been actually completed or the plant provided;
c. the rate of interest must not exceed 4 per cent per annum or any other rate of
interest which the Central Government may permit [Now, 12 percent per
annum’ vide Notification GSR 426, dated 8.9.1995];
d. the payment of interest shall not operate as a reduction of the share capital.
Therefore, the company may provide return on capital to its members.
Question 7
a. Demonstrate how the shareholders’ democracy is aided by express

provisions of the Companies Act, 1956. Give three examples. (5 marks)
b. Certain share certificates were lodged with a company for registering
transfer by the transferee. These share certificates were duly accompanied
by transfer deeds. The company registered the transfer. After some period,
the company received a letter from the transferor that the share certificates
are missing from his office. Meanwhile, a further share transfer request
was received by the company in respect of some of the aforesaid share
certificates accompanied by a transfer deed executed by the previous
transferee for a valid consideration. On close verification, the company
came to know that the previous transfer was effected on the basis of a
forged transfer deed. The company does not know how to deal with the
situation. Advise the company. (5 marks)

FINAL EXAMINATION
c. A finance company lent a certain sum of money to Modern Garments Ltd.,

a company manufacturing garments, at an agreed rate of interest, to be
repaid as per the schedule attached to the loan agreement. The borrowing
company made payments of the first three instalments contained in the
schedule and thereafter could not make any payment due to its working
capital problem. The lending company sent registered letters to the
borrowing company demanding the payments. It is contended by the
borrowing company that the lending company agreed in a meeting to
accept shares of the borrowing company in settlement of the unpaid
balance of the loan and accrued interest. Thereupon, the borrowing
company allotted shares to the lending company and sent the share
certificates to that company by registered post. The lending company seeks
to get the register of members of Modern Garments Ltd. rectified and
contends that it never applied for any shares in the borrowing company
and it was just unilateral allotment. Will the lending company succeed? (5
marks)
Answer 7(a)
Section 291 of the Companies Act confers general powers on the Board of Directors.
However, proviso to this Section restricts their powers to do things which are
specifically required to be done by shareholders in general meeting under the proviso
of Companies Act or Memorandum or Articles of Association.
Some of the areas which can be transacted at a meeting of shareholders are: alteration
of Memorandum and Articles of Association, reduction or further issue of share
capital, appoint directors, allow a director, partner or his relative to hold office or
place of profit, make loans or extend guarantee or provide security to other companies
beyond specified limits, cancel or redeem debentures, make contributions to funds not
related to business of the company, etc.
The ruling in the case of Foss v. Harbottle that will of majority prevails upheld that the
company was a proper plaintiff for wrongs done by the company and the company can
act only through its majority shareholders. However this ruling is subject to exceptions
under the Common Law which, include , interalia, ultra vires, fraud on minority,
wrong doers in control etc. and Companies Act, 1956 which grants various rights to
minority shareholders such as:
i. Variation of class rights (Section 106): Rights attached to shares varied as given
in Memorandum and Article of the company with 3/4 majority of shareholders’
consent. However, not less than 10% of issued shares of that class dissenting
there from may apply to court under section 107.
ii. Scheme of reconstruction and amalgamation: Proviso to Section 394(1) offers
sufficient protection to minority dissenting to the scheme of reconstruction or
amalgamation
iii. Oppression and mismanagement: The principle of majority does not apply under
Section 397 and 398 for prevention of oppression and mis-management. A
member, who complains that the affairs of the company are being conducted, in
a manner oppressive to some of the members including himself, or against
public interest, he may apply to the court by petition under Section 397 of the
Act. In O.P. Gupta v. Shiv General Finance (P) Ltd. [1977] 47 Comp. Cas. 297,
the Delhi High Court held that a member’s right to move the Court under
Section 397 was a statutory right and control be affected by an arbitration clause
in the article of association of a company.

FINAL EXAMINATION
iv. Alternative remedy to winding up: Any member or members, who complain that
the affairs of the company are being conducted in a manner oppressive to some
of the members including themselves, may apply to the Company Law Board
for redressal (Section 397).
v. Investigation by the Government: Under Section 235 of the Act the Central
Government may appoint one or more competent persons as inspectors to
investigate the affairs of any company and to report thereon in such manner as
the Central Government may direct:
a. Wherein the case of a company, on a report by the Registrar, under Sub-section (6) or
(7) of Section 234 read with Sub-section (6) of Section 234.
b. Where-
i. in the case of a company having a share capital on the application

either of not less than 200 members or of member holding not less
than one-tenth of the voting power thereof; and
ii. In the case of a company not having a share capital, on the
application of not less than one fifth in number of persons on the
company’s register of members.
The Company Law Board, may after giving the parties an opportunity of being heard,
declare that the affairs of the company ought to be investigated by an inspector or
inspectors.
Answer 7(b)
An instrument on which the signature of the transferor is forged, is called a forged

transfer. A forged document or transfer does not have any legal effect. It can never
transfer ownership from one person to another, however, genuine the transaction may
appear. Thus, a forged instrument of transfer leaves the ownership of the shares
exactly where it was, i.e. in the original transferor and he remains entitled to receive
dividends.
It follows that if a transfer is forged and the company registers the transfer, the true
owner can apply to be placed back on the register. At the same time if the company
has issued a new share certificate to the so-called transferee, it cannot deny his title,
for the certificate stops it from doing so. It will, therefore, be under a liability to
compensate him for his loss.
Answer 7(c)
In Indglobal Investment & Finance Ltd., v. Rajasthan Breweries Ltd. [(2001) 107
Comp. Cas 525; (CLB)], similar facts of the case existed. It was held that there was no
written application for allotment of shares. Section 41 of the Companies Act, 1956
stipulates that a person to become a member should agree in writing for allotment of
shares. Non compliance with provisions of law is a sufficient cause to order
rectification of Register of Members. Thus, in the above case, the company was
directed to rectify the register by deleting the names, cancel the shares allotted and
effect reduction of share capital to that extent.
Question 8
a. (i) Is a co-operative society a body corporate ? Answer with brief reasons. (2 marks)

FINAL EXAMINATION
ii. What is a multi-State co-operative society? (2 marks)

iii. Can a dispute among the members of a multi-State co-operative
society be entertained by any court of law in the country? (1 mark)
b. State the steps necessary to get a society registered under the Societies Registration
Act, 1860. (5 marks)
i. A tribal chief having no legal heir wants to create a public charitable trust
for upliftment of the educational level among his co-tribals. Can he do so?
(2 marks)
ii. A will was made to create a trust for building a temple, where the family
idol of the person making the will is to be installed. The person making the
will named his sons and daughters as trustees of the proposed trust and
earmarked a specified sum for the trust. Any income arising out of the sum
specified for the trust is to be utilised only for the purposes of the temple
which will be open to all irrespective of caste, sex or religion. State with
reasons whether this trust will be public charitable trust or a private trust.
(3 marks)
Answer 8(a)(i)
A Cooperative Society is a body corporate, it is a legal entity, has a perpetual

succession and a common seal. It can own property, enter into contract, institute and
defend suits, and do all acts to achieve its objectives.
Answer 8(a)(ii)
A Multi State Cooperative Society has been defined to mean a society registered or
deemed to be registered under this Act and includes National Cooperative Societies.
`Societies deemed to be registered under this Act’ means those societies which were
incorporated before commencement of this Act or under any Cooperative societies Act
and registration of which has not been cancelled before the commencement of this
Act.
Answer 8(a) (iii)
No court shall have jurisdiction to entertain any suit or proceedings in respect of such
disputes. The Central Registrar is the arbitrator for deciding the disputes touching the
constitution, management or business of a Multi State Cooperative Society which arise
among members, past members etc. The orders of the Central Registrar are appelable.
Answer 8(b)
A society can be registered by minimum seven individuals. The following documents

are required to be filed with the Registrar of Societies for registration of a society
under the main Act or corresponding Acts of various State Governments:-
i. Covering letter requesting for registration stating various documents annexed to

it and signed by all the subscribers to the Memorandum or by a person
authorized by all of them.
ii. Memorandum of Association (in duplicate) containing (a) name of the society;
(b) the objects of the society; (c) the names, addresses and occupation of the
members of the governing body; (d) the place of registered office of the Society,

FINAL EXAMINATION
and (e) the names, addresses and full signatures of the seven or more persons
subscribing their names to the Memorandum of Association. Their signatures
should be witnessed.
iii. Rules & Regulations/Bye-laws (in duplicate) duly signed by atleast three
members of the governing body.
iv. Affidavit on non-judicial paper of requisite value by the President or secretary
of the society duly attested by Oath Commissioner or Notary Public or
Magistrate of first class.
v. Documentary proof such as rent receipt or property tax receipt in respect of the
Registered office of the Society or no-objection of the owner of the premises.
vi. Registration fee in cash or by demand draft.
The formalities and requirements may differ from State to State. The Registering
authority shall satisfy himself/herself about the compliance of the provisions of the
Act and correctness of the documents and only thereafter certify in his/her hand that
the Society is registered under the main Act or the corresponding Act of the State.
Answer 8(c)(i)
Section 6 provides that subject to provisions of Section 5, a trust is created when the
author of the trust indicates with reasonable certainty by any words or acts (a) an
intention on his part to create thereby a trust; (b) the purpose of the trust; (c) the
beneficiary; and (d) the trust property. Also, a trust may be created (i) by every person
competent to contract and (ii) with the permission of Principal Civil Court of Original
Jurisdiction, by or on behalf of a Minor. Every person capable of holding property
may be a trustee. A trust should be formed for a lawful purpose. So, tribal chief shall
be able to do so.
Answer 8(c)(ii)
Difference between private and public trust is that in the former the beneficiaries are
definite who can be ascertained within definite time but in latter beneficial interest
must be vested in an uncertain and fluctuating body of persons, either public at a large
or considerable portion of it. A public-cum-private trust is created for immovable
property like Temple etc. in the nature of public trust but there is a direction for use of
income through offerings or otherwise for public purposes and also a part thereof to
person(s) in-charge of Temple etc. However, the family idol of the person making the
will, being installed, and Temple not dedicated to benefit of idols give it more of a
private nature.

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FINAL EXAMINATION

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COMPANY LAW (Guideline Answers)

Time allowed: 3 hours Maximum marks: 100

NOTE:: Answer SIX questions including Question No. 1 which is COMPULSORY.

Navneet, a retired bureaucrat, has been appointed as a chairman of the Healthy

i. Relevance of the memorandum of association and the articles of association to the

A memorandum of association is an essential requisite for forming an incorporated

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anything so as to contravene any of the provisions of the Act.

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To have reimbursed expenses incurred for holding EGM on failure of

a. the managing director or managing directors;

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An analysis of the provisions of Section 5 reveals the following:

Following two conditions are essential:

Answer the following with reasons:

i. The Board of directors of Experiment Ltd. appointed Harish as managing

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ratification as he has already ceased to be the managing director ?(5

According to Section 269(2) of the Companies Act, 1956 no appointment of a person

Thus, the appointment of Harish requires ratification or approval of shareholders in

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and after a certain period getting them bound.

As per Departments’ letter vide File No.8/16/1/61-PR maintenance of minutes in loose

a. A private limited company, not being a subsidiary of any body corporate,

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Specimen Form of Advertisement

XYZ COMPANY LIMITED

Fixed deposit schemes

I. Cumulative deposit schemes

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II. Fixed deposit scheme

Period and rate of simple interest per annum

Deposits are acceptable in multiples of Rs……………..with a minimum of

Interest will be calculated on ………………..and will be paid half-yearly and on

Deposits may be made in cash or by cheque or by bank draft. Cheques/drafts should

Particulars as per the Companies (Acceptance of Deposits) Rules, 1975 as amended :

a. Name of the company.

Name Occupation Address

Profits 19…… 19…. 19….

g. Dividends declared by the company in respect of the said year:

19…… 19…. 19….

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Preference shares Amount ……… ……. ……

h. Summarized financial position of the company as in the two latest audited

Note : Brief particulars of contingent liabilitiesClaims against company not (Rs. in

i. Deposits under Rules 3(2)(ii):

25% of the aggregate of paid-up ____________________

capital and free reserves

ii. Deposits under Rule 3(2)(i):

10% of the aggregate of paid-up ___________________

capital and free reserves

However, there are unclaimed deposits to the tune of Rs………as on……….

l. The company hereby declares:

i. that it has complied with the provisions of the Companies

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(Acceptance of Deposits)Rules, 1975 as amended;

By Order of the Board

Outline the requirements of the Companies Act, 1956 in regard to conduct of

a. 15 months from date of the last annual general meeting;

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Business transacted at an Annual General Meeting

At the annual general meeting, all other business is special business. At an