ICSI Exam papers Secretarial Practice relating to Economic Laws And Drafting And Conveyancing

ICSI Exam papers Final Group1

Secretarial Practice relating to Economic

Laws And Drafting And Conveyancing

Dec 2010

Time allowed : 3 hours

Maximum marks : 100
Total number of questions : 8 
P A R T — A
(Answer Question No.1 which is compulsory
and any two of the rest from this part.)
1. Attempt any four of the following :
(i) A private limited company incorporated in India, has two shareholders each holding
50 equity shares of Rs.1,000 each. One of the shareholders is a non-resident
Indian. A Canadian registered corporate body wants to acquire the Indian company
by investing Rs.8 lakh by way of equity participation. The authorised share
capital of the Indian company is Rs.10 lakh. The two existing shareholders are
interested in transferring their shares to the Canadian corporate body, thus making
it a 100% subsidiary of a foreign company. State the procedure to be followed
under the Foreign Exchange Management Act, 1999 and the regulations issued by
the Reserve Bank of India.
(ii) The appellant bank is the depository participant with National Securities Depository
Ltd. (NSDL), and the respondents were the investors. The respondents filed a
complaint before the State Commission against the appellants alleging delay in
dematerialising their shares. It was contended that share certificates of
Brilliant Ltd., which they had sent to the appellant bank for dematerialisation,
were dematerialised after undue delay. It was contended that dematerialisation
would normally take about 15 days time which could be extended upto 30 days in
the event of very large number of shares submitted for dematerialisation. It was
alleged that for no fault of the complainants, the conversion of the shares was
considerably delayed for one reason or the other. The State Commission, after
considering the contentions, allowed the complaint and awarded compensation.
Against the order of the State Commission, the appellants appealed to the National
Commission. Whether depository and depository participant are liable for negligence ?
Discuss in the light of decided case.
(iii) Ancient Exporters Ltd. took fidelity guarantee policy from an insurance company
which provided for indemnification cover upto Rs.10 lakh arising out of the acts
of fraud or dishonesty of the employees of the insured. One of the conditions in
the insurance policy was that the employer shall give information and furnish
evidence to the authorities concerned of any act insured in consequence of which
a claim may be made and the insurance company paying all expenses of prosecution
of the employee, in the event of conviction.
Secretarial Practice relating to Economic Laws and Drafting & Conveyancing

The commercial manager of the insured company along with drivers of the van of
the company conspired and pilferred materials transported for various destinations.
Pursuant to the claim referred by the insured company, the loss was assessed by
the surveyors. As the guilt of the drivers was found established on the basis of
confessions made by them, the liability of the insurance company was assessed at
Rs.2.20 lakh but their further liability of Rs.8.80 lakh was made payable only on
the conviction of the commercial manager. On this ground, the insurance company
did not settle the claim for a long time. The insured company filed a complaint
before the State Consumer Disputes Redressal Commission. Decide with reference
to case law.
(iv) Even after tubectomy/sterilisation, a lady conceived and gave birth to a child. The
lady and her husband filed a suit against the surgeon and the State. It was
deposed by the State that medical science recognised 0.3% to 3% failure in case
of sterilisation operations and the pregnant woman could have gone in for an
abortion. The trial court decreed the suit on the ground that the lady was allured
into undergoing sterilisation in pursuance of family planning scheme of State and
that the State was liable to compensate her for consequences of the unsuccessful
operation. The State prefers an appeal. Decide.
(v) State the manner of receipt of foreign exchange in an export contract.
(5 marks each)
2. (a) Industries (Development and Regulation) Act, 1951 provides for severe penalties
including imprisonment for contravention, attempt to contravene or abetment thereof
to provisions of the Act. State atleast five such contraventions made punishable
under the Act.
(5 marks)
(b) State how environmental clearances are regulated by government while issuing
letters of intent to hazardous industries.
(4 marks)
(c) Re-write the following sentences after filling-in the blank spaces with appropriate
word(s)/figure(s) :
(i) National Highways Authority of India (NHAI) has been constituted for the
development, _________ and _________ of national highways.
(ii) One of the functions of the Central Electricity Authority is collecting and
recording the data concerning the generation, _________ and _________ of
power.
(iii) The New Telecom Policy, 1999 aimed to create a modern and efficient _________
infrastructure by bringing about greater _____________ environment.
(2 marks each)

3. (a) What are the rules relating to opening and maintaining a resident foreign currency
(domestic) account ?
(4 marks)
(b) Prepare a check-list of procedure for enquiry into restrictive trade practices.
(4 marks)
(c) State, with reasons in brief, whether the following statements are correct or incorrect:
(i) An undertaking to be regarded as a small scale industry, the investment in
fixed assets in plant and machinery shall not exceed Rs.3 crore.
(ii) A small scale unit is not permitted to have more than 30% equity participation
in its paid-up capital from any industrial undertaking either foreign or domestic.
(iii) The amount representing the full export value of goods or software exported
is required to be realised and repatriated to India within 9 months from the
date of export.
(iv) An appeal to the Special Director (Appeals) may be preferred against the
orders of the Assistant Director or Deputy Director of Enforcement under the
Foreign Exchange Management Act, 1999 within 45 days from the date on
which the copy of the order made by the adjudicating authority is received by
the aggrieved party.
(v) The pecuniary jurisdiction of the three levels for redressal of consumer disputes
and grievances for claiming compensation shall be Rs.20 lakh and above for
the District Forum and exceeding Rs.30 lakh and upto Rs.1 crore for the
State Commission and exceeding Rs.1 crore for the National Commission.
(1 mark each)
(d) Briefly state the purpose for which the Public Liability Insurance Act, 1991 was
enacted.
(2 marks)
4. (a) The Government of India has notified certain industries as highly polluting. Name
any five industries which fall in this category.
(5 marks)
(b) What are the reforms/measures initiated by government for attracting investments
in roads/highways ?
(4 marks)
(c) State the objectives of the amendments made in the Major Port Trusts Act, 1963.
(4 marks)
(d) Briefly state the provisions relating to failure to comply with orders of the tribunal
under the National Environment Tribunal Act, 1995.
(2 marks)

P A R T — B

(Answer Question No.5 which is compulsory
and any two of the rest from this part.)
5. (a) Priya Ltd. is a company in which Anup Ltd. and Bidur Ltd. are shareholders.
There exists a shareholders’ agreement between Anup Ltd. and Bidur Ltd. in
respect of the management of affairs of Priya Ltd. Anup Ltd. holding 15% of the
issued and paid-up capital has filed a petition under sections 397 and 398 of the
Companies Act, 1956 alleging mismanagement and oppressive behaviour by Bidur
Ltd. holding 60% of the issued and paid-up share capital of Priya Ltd. Anup Ltd.
has also alleged breach of certain terms of shareholders’ agreement executed by
and between Anup Ltd. and Bidur Ltd. This agreement provides for settlement
of disputes by arbitration. Can Company Law Board entertain the petition ? Decide
and give legal position.
(5 marks)
(b) Anubhav entrusted to Bhupesh the work of construction of a building on his plot
of land. The agreement provided inter alia for appointment of a common arbitrator
in the event of disputes arising out of the agreement or otherwise to two arbitrators
and the arbitration to be governed by the provisions of the Arbitration and Conciliation
Act, 1996. Draft an agreement of reference to the common arbitrator as may be
agreed to by the parties.
(5 marks)
(c) Draft a power of attorney to present a deed of conveyance and receipt of sales
consideration.
(5 marks)
(d) What are important matters which should be kept in view while drafting a
memorandum of appeal for filing before an appellate authority/superior court ?
(5 marks)
6. (a) Draft important clauses of loan agreement of a public financial institution to give
loans to a power project.
(6 marks)
(b) Mention the different types of writs filed in a High Court/Supreme Court.
(5 marks)
(c) What is meant by consortium of financial assistance ?
(2 marks)
(d) What is the normal defence available to a company in case of a winding-up petition
is being filed against it by a creditor ?
(2 marks)

7. (a) Draft an appointment order for the post of Company Secretary in a company.
(5 marks)
(b) Draft the following clauses in a foreign collaboration agreement :
(i) consideration for transfer of technical know-how;
(ii) transfer of technical know-how; and
(iii) royalty.
(2 marks each)
(c) What are the main characteristics of a mortgage by deposit of title deeds ?
(4 marks)
8. (a) Draft a clause of ‘events of default’ in a lease deed.
(5 marks)
(b) “Different situations require different form of deeds of exchanges.” Elaborate.
(4 marks)
(c) State two type of hire-purchase agreements.
(3 marks)
(d) State the circumstances in which a licence cannot be revoked.
(3 marks)

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