M.C.S. COMPANY SECRETARIAL PRACTICE Question paper

[NAREN]

M.C.S. DEGREE EXAMINATION, MAY 2008.

COMPANY SECRETARIAL PRACTICE

Time : Three hours Maximum : 100 marks
PART A — (5 x 8 = 40 marks)
Answer any FIVE questions in about 200 words each.

1.Explain the functions of a company secretary.
2.From what date is a registered company incorported? What is the legal effect of the certificate of incorporation?
3.Distinguish between transfer and transmission of shares.
4.What are the legal provisions relating to disposal of unpaid and unclaimed dividends?
5.Discuss briefly the provisions of the companies act, 1956 as to the appointment of a manager.
6.Under what circumstances are auditors automatically re–appointed? Give the statutory provisions regarding qualifications of an auditor.
7.Set out briefly the methods by which the reconstruction of a company can be carried out.
8.When can a company be voluntarily wound up? What are the consequences of such a winding up?

PART B — (4 x 15 = 60 marks)
Answer any FOUR questions in about 400 words.

9.The secretary acts as ears, eyes, hands and mouth of the company while the directors are the brain of the company.–comment on this statement.
10.Describe briefly the procedure for the incorporation of a company. Also discuss the duties of secretary at this stage.
11.What is share warrent? Explain the procedure for issue of share warrent and the secretarial work involved in the issue of share warrent.
12.What are the conditions subject to which board of directors may appoint sole selling agents? In what cases is the appointment of sole selling agents prohibited ? When is a company not liable to pay any compensation to them for the loss of their office?
13.State the procedure and secretarial duties relating to amalgamation by purchase of shares under section 395.
14.Under what circumstances will the court order a compulsory winding up of a company? What is the effect of a winding–up order? Explain the duties of a company secretary in respect of the compulsory winding up of a company.
15.Explain the procedure for redemption of debentures and conversion of debentures.