CS Executive December 2025 Question Paper Company Law and Practice

FOR CS EXECUTIVE EXAM PREPARATION

CS Executive 2025
Question Paper ·
Company Law and
Practice
EXAM YEAR TYPE SUBJECT

CS Executive 2025 Question Paper Company Law and Practice
DATE

December 2025

Notes · Sample Papers · Previous Year Papers · Mock Tests

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NEW SYLLABUS
522
Roll No. ..................................... : 1 :

Time allowed : 3 hours
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Maximum marks : 100
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Total number ofm
e questions : 6 l a s
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Total number of printed pages : 16

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NOTEa: 1. Answer ALL Questions.
2. All references to sections relate to the Companies Act, 2013 unless stated otherwise.

Part–I

1. Case Study :

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Five close school friends Deepanjan, Prosenjit, Srabani, Chandranath and Lipika having brilliant

m . in their respective organisations and after
e which they were all passionate about throughout
academic record completed thirty years of service

retirement decided to do something a
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together

aincorporated a private limited company in June, 2017 named
their life. With this motive they

Advanced Engineering Advisory Solutions Private Ltd. (AEASPL) to provide engineering advisory

services to entities operating in fertiliser and chemical industry. The registered office of the

company is situated in Pune.

In order to expand the operations, they gradually converted the private limited company into
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public limited company in May, 2021. As on date there are six directors of which Deepanjan

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is Executive Director and Srabani the Managing Director. Lipika has been appointed as Chief

Executive Officer in last year. In February, 2023 the company lpurchased
las a g seventy percent

equity shares of Bright Technologies Private Ltd. (BTPL), a Hyderabad based company, which

had substantial market share in providing consulting engineering services and was recording

consistent good profits for last few years.

2/2025/CLP P.T.O.

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You have been appointed as a Company Secretary in the company two months ago. Ahead

of the board meeting in December, 2025, Deepanjan, Srabani and Lipika has placed the

following case situations before you for noting, perusal and advice.

Case I : The company AEASPL has 10% preference share capital shown in its balance

sheet. The company defaulted in repayment of interest on term loan taken from DHFC Bank

(the Bank) though the principal part was duly paid in time. The Bank directed the company

not to pay dividend to the shareholders including the preference shareholders. Due to such

communication from the Bank the company failed to distribute the dividend on preference

shares within the statutory time limit.

Case II : The company had closed its register of members in May, August and October

in the year 2025 for twelve, ten and fifteen days respectively for corporate actions. The

Board of Directors is considering closing the register in December, 2015 for another fourteen

days for issue of bonus shares.

Case III : AEASPL has received a request from Jagdish, one of the legal representatives

of a deceased member Jishu for transmission of 500 equity shares. In the meanwhile, Jesmine,

spouse of Jishu, being a joint holder of shares along with Jishu also approached the company

for transmission of those 500 equity shares in her favour.

2/2025/CLP Contd. ........

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Case IV : Deepanjan updated his colleagues that BCD Co., a LLP of Audit Firm is the
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present statutory auditor of Bright Technologies Private Ltd. (BTPL). The audit fee charged
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by them

aadvisory services to BCD & Co. at a fee of 50,000. Pulak, a secretarial advisor of

the company objected to this resolution stating it is invalid.

Case V : The shareholders of AEASPL had passed a special resolution in their meeting

held on 29th August, 2025 altering its articles of association empowering the directors to

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require any shareholder who is doing competing business with the company’s business to

e m Pradip, a shareholder carrying on a competing
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transfer his shares as directed by the Board.

agof the alteration of articles.
business, challenged the validity

Based on the above information and referring to the provisions of the Companies Act, 2013

answer the following :

(a) Explain, whether the company is liable for punishment for its failure to distribute the

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dividend on preference shares within the statutory time limit.

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c. o s em
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(b) As regards to Case II, state whether the proposal for closure

in December, 2025 is tenable ?

(3 marks)

2/2025/CLP P.T.O.

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(c) As regards to Case III, examine both the claims of transmission of shares and decide

whose claim is valid under law.

(3 marks)

(d) As regards to Case IV, examine, if the objection of secretarial advisor regarding assignment

of investment advisory services to BCD & Co. is justified.

(3 marks)

(e) As regards to Case V, decide, whether Pradip will succeed in challenging the amendment

in articles of association of the company.

(3 marks)

2. (a) Green Roots Organics Private Limited decides to raise funds by accepting deposits

from its members. The Board proposes to offer a fixed interest rate of 9% per annum

and plans to secure the deposits through a charge on certain movable assets. State,

what are the terms and conditions of Deposits from its members under the provisions

of the Companies Act, 2013.

(3 marks)

(b) Examining judicial decisions, if any, state whether corporate veil can be lifted where

the acts of the company are in avoidance of welfare legislation.

(3 marks)

2/2025/CLP Contd. ........

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(c)
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Neptune Private Ltd. applied to Registrar of Companies for getting status of a dormant
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company and the application were approved. In this connection the company wants
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l know the following in light of the provisions of the Companies Act, 2013 g
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a (i) Is it permissible for a dormant company to allot any security to any person
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and file a ‘Return’ therefor ?

(ii) Is the company required to file any return annually within the prescribed time

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limit ?

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(iii) What is the relevance of Form MSC-5, if a dormant company wants to obtain

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a status of an active company ?

(3 marks)

(d) Himmat Ltd. communicated with Sourav seeking information which the company has

reasonable cause to believe that he has knowledge of the identity of a significant

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beneficial owner (SBO) of the company. Sourav is not a member of the company.

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The company is not satisfied with the information given by Sourav. Advise in accordance

em with the provisions of Companies Act, 2013 whether the a
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company can seek orders

from the Tribunal and can its order be subject to certain restrictions.

(3 marks)

2/2025/CLP P.T.O.

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(e) Dixit & Co. are the auditors of KVS Ltd. appointed at the annual general meeting

(AGM) held on 19th September, 2024 for a period of five years. However, due

to difference of opinion on certain important matters with the Director (Finance) of

the company, Dixit & Co. decided not to seek re-appointment as auditors at the

AGM held on 22nd September, 2025 but failed to inform their unwillingness in writing

prior to AGM. The Company proceeded further and re-appointed them as auditors

in the AGM. Post AGM, Dixit & Co. informed in writing their unwillingness to act

as auditors. Analyse the situation and explain the further course of action KVS Ltd.

should take under the provisions of the Companies Act, 2013.

(3 marks)

3. (a) Blink Tools Ltd. failed to pay 11% dividend declared in its annual general meeting

to certain shareholders due to dispute over entitlement. Aggrieved shareholders filed

a complaint against the company to the tribunal. Considering the provisions of the

Companies Act, 2013 analyse whether the company is liable for the punishment on

its failure to distribute the dividend within the prescribed time limit to certain shareholders.

(b) Partho is the Manager (Marketing) of unlisted company Seesaw Machineries Ltd. The

company was listed earlier but got delisted two years back. The company took

1 lakh from him under an employment contract @3% interest per annum. Partho

is paid a salary of 60,000 per month. It was ascertained that rate of interest

offered by banks for temporary loan was 12%. Veer & Associates, internal auditors,

2/2025/CLP Contd. ........

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in its draft Report for year ended 31st March, 2025 pointed out that the above
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transaction

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consequences. Comment on the remark of the auditor in reference to the provisions

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(c) Sohan intends to form a new company and wishes to know the concept of the

C-PACE under the provisions of the Companies Act, 2013. Explain him what is the

legal authority under which the C-PACE has been established ? Where is it located ?

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When did it come into effect ? What are the expected benefits through C-PACE ?

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Attempt all parts of either Q. No. 4 or Q. No. 4A

4. (a) ABC Pvt. Ltd., incorporated under the Companies Act, 2013, recently conducted

a right issue of equity shares to its existing shareholders. The Board of Directors

through its resolution allotted equity shares on 15th July, 2025. The share certificates

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issued to shareholders, except for Raj, were signed by a director. The company does

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not have a Company Secretary. Raj, a shareholder, made a complaint to the company

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on 15th September, 2025 that he is still to receive a share certificate. In reply, the

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company took the excuse of administrative reasons for the same. Neha, another

shareholder raised an issue that the share certificate does not bear the distinctive numbers

of the shares held in dematerialised (DEMAT) form through a depository.

2/2025/CLP P.T.O.

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Considering the provisions of the Companies Act, 2013 assess the validity of the

share certificates, complaint of Raj and issue raised by Neha.

(b) You are the founder partner of a firm of Practising Company Secretaries with huge

client base. Ambarish is a director in seven companies. He has approached you on

the applicability of XBRL mode of filing for three companies as per the information

given below from their latest financial statements :

( in crore)

Particulars Long Ltd. Wide Private Sharp Ltd.

(listed) Ltd. (listed)

Turnover 45 75 150

Nature of Steel Toys General

business Manufacturing Manufacturing Insurance

Paid up 3 4 10

capital

Loan — 15 —

Advise Ambarish considering the provisions of the Companies Act, 2013.

2/2025/CLP Contd. ........

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(c)
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MNO Infrastructure Ltd., engaged in real estate development, avails a secured term
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loan ofco 50 crores from XYZ Bank Ltd. The loan is secured by a charge on m
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l due to internal delays, the company failed to file the particulars of charge with
the company’s land assets. The loan agreement is signed on 1st January 2025, but

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Registrar of Companies (ROC) within the prescribed period under the Companies

Act, 2013.

By the time the company approaches the ROC for registration after expiry of the

overall prescribed period, the ROC refused to allow the registration of charge citing

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. on the MCA portal.
non-compliance with the statutory time limits. Consequently :

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• The charge remains unregistered

A third-party lender,la
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a g relying on the MCA records, provided additional secured

credit to MNO Infrastructure Ltd., assuming there is no prior charge on the

property. The charge so created in favour of the third-party lender was registered

with the ROC.

• A dispute arises between XYZ Bank Ltd. and the third-party lender over

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priority of claim when the company defaults on repayment.

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Considering the above scenario and in light of the provisions of the Companies Act,

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2013 decide whether the refusal of registration of charge by the ROC was valid.

la Also assess the priority of charge of XYZ Bank Ltd. over the charge of third-party

lender referring to the consequences of non-registration of a charge.

2/2025/CLP P.T.O.

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Or (Alternate Question to Q. No. 4)

4A. (i) Considering the provisions of the Companies Act, 2013 explain :

(a) What is the minimum period for which the books and papers of amalgamated

companies shall be preserved and what is the compliance requirement for their

disposal ?

(b) Whether the liability of officers in default for the offences committed prior to

amalgamation shall cease to be continued after amalgamation.

(ii) Analyse ‘Negligence’ and ‘Forgery’ as an exception to the ‘Doctrine of Indoor

Management’ with reference to the Companies Act, 2013.

(iii) Smooth Products Ltd. is a public company with 260 members as follows :

• Directors & their relatives 15

• Employees at registered office 10

• Employees at factory 32

• Ex-Employees [shares were allotted when they were employees] 28

• Others 175

Total 260

2/2025/CLP Contd. ........

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The Board of Directors have resolved to convert the company into a private company. The
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Executive Director seeks your advice to implement the board resolution. Advise him in light
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of the provisions of the Companies Act, 2013.

Part–II

5. Case Study :

Greenstone Cements Ltd. is an unlisted company (the company). The company achieved the

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turnover of
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300 crore during the year 2024-25. Malavika, the CFO of the company has

e mfor your perusal, consideration and solution being
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put forward the following case scenarios

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Case I :

The Board of Directors made the following appointments at its meeting held on 1st July,

2025 :

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(i) Anil, a director of its subsidiary company, Ruby Cements Ltd. was appointed as

m General Manager on a consolidated salary of 1,80,000 per month. with effect from
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1st July, 2025.

(ii) Parimal, a relative of Kamal was appointed as director of Greenstone Cements Ltd.

on 1st July, 2025.

2/2025/CLP P.T.O.

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Further, the Managing Director appointed Kamal as Assistant Production Manager on a

consolidated salary of 1,55,000 per month with effect from above date.

Case II :

The company is desirous of paying the following managerial remuneration :

(i) Commission @ five percent of the net profits to its Managing Director.

(ii) Directors other than the Managing Director are proposed to be paid a monthly

remuneration of 2,50,000 and also commission @ one percent of the net profits

subject to the condition that overall remuneration payable to ordinary directors including

monthly remuneration payable to each of them shall not exceed two percent of the

net profits. There will be equal distribution of commission among all the directors.

Case III :

The Board of Directors has decided to appoint an independent woman director and other

independent directors, if so required at the upcoming Annual General Meeting (AGM).

Case IV :

The company has to convene its Annual General Meeting (AGM) on 25th September 2025.

The notice for the AGM was issued by post on 1st September 2025. The managing director

seeks clarification on certain issues relating to issuing notice of the AGM.

2/2025/CLP Contd. ........

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Based on the above information and referring to the provisions of Companies Act, 2013
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answer the following :

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l Whether the appointment of Anil requires the approval of the shareholders of Greenstone
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(a)

Cements Ltd. at a general meeting ? Does the appointment of Parimal as a director

in the company affect the continuation of Kamal as the production Manager in Greenstone

Cements Ltd. ? (5 marks)

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(b) Analyse the validity of the proposal of paying managerial remuneration to the managing

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director and other directors.

a (5 marks)

(c) With reference to the proposal of the Board to appoint an independent woman director

and other independent directors advise whether the company is mandatorily required

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to make such appointments.

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las (d) Whether the length of the notice convening the AGM was valid ?
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2/2025/CLP P.T.O.

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Attempt all parts of either Q. No. 6 or Q. No. 6A

6. (a) The Audit Committee of T2 Transport Limited has decided to convene its meeting

to discuss the finalisation of the quarterly financial statements. You are requested to

draft a specimen Notice of the Audit Committee Meeting considering the provisions

of the Companies Act, 2013.

(b) Draft a resolution for re-appointment of independent director—Sachin in a listed company

namely Ambition Ltd. for second term of five years stating the kind of meeting and

type of resolution.

(c) The Board of Directors of your company is contemplating taking approval from members

of the company for reduction of share capital. The Whole-time director has advised

you, being the company secretary of the company, to show him a specimen Notice

of Extra-ordinary general meeting containing the resolution for reduction of share capital

along with an explanatory statement.

(d) Draft a specimen of minutes of a board meeting of Que Private Ltd. in which the

agenda item for alteration of object clause of Memorandum of Association was transacted.

2/2025/CLP Contd. ........

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OR (Alternate question to Q. No. 6)

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6A. (i)
la sNorthern Appliances Ltd. has five undertakings. The Deputy General Manager
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(Operations)

ag has proposed to the Managing Director that one of the undertakings—MU303 be
leased out for tactical reasons. It has been ascertained that MU303 generated around

23% of the total income in preceding financial year. The Board called a general meeting

for passing an ordinary resolution to execute the proposal. Param, a shareholder challenged

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the action of the Board of Directors contending that a resolution was to be passed

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by members through postal ballot. With reference to the provisions of the Companies

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Act, 2013 examine, if the contention

ag (5 marks)

(ii) Manish and his wife Manisha are the shareholders of Vogue Ltd. holding jointly eight

percent of equity shares. Manish is working in the company as executive Vice-President

and draws a salary of 8 lakh per month. His son Mohan is an instrumentation

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engineer and is employed in the company drawing a salary of 9 lakh per month.

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The Manager of Vogue Ltd., Karan is paid an annual salary of

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Under the circumstances does the Board of Directors have any duty of disclosure

la requirement towards these employees under the Companies Act, 2013 ? Analyse.

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(iii) With reference to the provisions of the Companies Act, 2013 explain the filing requirement

of annual return with the Registrar of Companies. Also specify whether the annual

return is available for inspection under the Companies (Management & Administration)

Rules, 2014.

(iv) (a) Visesh is a shareholder of Image Ltd. As per past trends, he insists for inspection

of minutes and different registers of the company every year and asks questions

in every annual general meeting on future plans, acquisitions, bonus shares.

Chief Financial Officer (CFO) of the company wants to know from you being

the secretary of the company, how can the registers be kept open for inspection

at the ensuing Annual General Meeting held by OAVM if the company has

not maintained those in electronic form and has not scanned the same. Explain

with reference to the provisions of the Companies Act, 2013.

(3 marks)

(b) Explain, what are the conditions, if satisfied, any remuneration for services rendered

by any director in other capacity shall not be so included in the maximum

remuneration payable to him under the Companies Act, 2013.

(2 marks)

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2/2025/CLP Contd. ........

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