CS Professional June 2026 Question Paper Drafting, Pleadings and Appearances

FOR CS PROFESSIONAL EXAM PREPARATION

CS Professional 2026
Question Paper ·
Drafting, Pleadings and
Appearances
EXAM YEAR TYPE

CS Professional 2026 Question Paper
SUBJECT DATE

Drafting, Pleadings and Appearances June 2026

Notes · Sample Papers · Previous Year Papers · Mock Tests

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Roll No. ..................................... :1:

Time allowed : 3 hours Maximum marks : 100

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Total number of questions : 6 Total number of printed pages : 15

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NOTE : Answer ALL Questions.
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1. ALN Biotech LLP, a limited liability partnership incorporated under the Limited Liability Partnership

Act, 2008, is engaged in the research and manufacture of medical diagnostic equipment in

India.

In 2022, with the objective of expanding its product portfolio and accessing advanced

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. (Referred as ‘Karl Global’), a foreign corporation
medical technology, ALN Biotech LLP (Referred as ‘ALN Biotech’) entered into a Joint

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la and distribution of specialized medical devices in
Venture arrangement with Karl Global GMBH

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based in Germany, for the manufacture

India.

After negotiations, the parties executed a document titled “Memorandum of Understanding

and Joint Venture Framework Agreement” containing, inter alia, the following key

provisions :

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• Profit Sharing Clause : The profits of the joint venture business were to be shared

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between ALN Biotech and Karl Global in the ratio of 60 : 40 respectively.

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Confidentiality Clause : Both parties agreed to maintain strict confidentiality regarding

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proprietary technology, manufacturing processes, research data, and business strategies

exchanged during the course of the joint venture.

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• Non-Compete Clause : Karl Global agreed that during the subsistence of the joint

venture and for three years thereafter, it would not engage, directly or indirectly, in

the manufacture or sale of similar medical devices in India without the consent of

ALN Biotech.

• Arbitration Clause : Any dispute arising out of or relating to the agreement was to

be resolved through arbitration seated in New Delhi in accordance with the provisions

of the Arbitration and Conciliation Act, 1996.

• Termination Clause : Either party could terminate the agreement upon material breach

by the other party after giving 90 days’ written notice and an opportunity to cure

the breach.

The document was signed by authorised representatives of both entities. However, it was

titled as “Memorandum of Understanding (MoU)”, and certain operational details were to

be finalized in subsequent agreements.

For about 18 months, the parties collaborated in developing medical devices using technology

provided by Karl Global and manufacturing infrastructure provided by ALN Biotech.

Subsequently, Anuj one of the Partner of ALN Biotech discovered that Karl Global had

begun independently manufacturing and marketing similar medical devices in India through another

affiliated company. ALN Biotech LLP alleges that the foreign partner :

• Misused confidential technical information shared during the joint venture;

• Violated the non-compete obligation contained in the agreement; and

• Diverted potential customers of the joint venture business.

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In response, Karl Global contends that :

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• The document signed between the parties was merely a Memorandum of Understanding

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expressing intent and not a legally binding contract.

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e confidentiality and non-compete provisions are not enforceable. l a s
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• laNo formal joint venture company was incorporated; therefore, the arrangement
•

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legal enforceability.

ALN Biotech LLP has approached you as a Practicing Company Secretary to examine the

agreement and provide a detailed legal opinion on the enforceability of the arrangement and

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the remedies available. On the above background, answer the following questions referring

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em on confidentiality clause and non-compete clause
relevant provisions :

Whether the contention of KarlsGlobal
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(a)

a Discuss with reference to the relevant provisions of
in the present case is correct.

the Indian Contract Act, 1872.

(b) Distinguish between an Agreement, Contract, and Deed in legal drafting. Explain how

the enforceability of the document signed between ALN Biotech and Karl Global would

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be determined with reference to the Indian Contract Act, 1872.

c. o (c) Explain the principles of clarity, precision and consistency inm
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legal drafting. How

s do these principles help to avoid disputes regarding the linterpretation of contractual
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a clauses ?

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(d) Prepare a note to the Partners of ALN Biotech, briefing on structuring of Joint Ventures

and important clauses normally be included in a Joint Venture Agreement.

(e) State how Foreign Collaboration Agreement and Joint Venture Agreement are different

and also state the important clauses a Foreign Collaboration Agreement should contain

for its enforceability.

(5 marks each)

2. (a) Arjun, the promoter shareholder of Viru Sports Accessories Private Limited, agreed

to sell 25% of the company’s equity shareholding to Kavin, a strategic investor, through

a Share Purchase Agreement (SPA) executed between the parties.

The agreement recorded the purchase consideration, payment schedule, representations

and warranties relating to the company’s financial statements and an arbitration clause

for dispute resolution. However, the agreement did not contain several clauses that

are normally expected in a contemporary acquisition transaction, including provisions

relating to indemnification for undisclosed liabilities, conditions precedent to closing,

disclosure scheclules, limitation of liability and governing law.

Six months after completion of the transaction, Kavin discovered that the company

had substantial undisclosed tax liabilities arising from past regulatory assessments which

were not disclosed during negotiations, even these points where not known to Arjun.

Hence, both Arjun and Kavin re-negotiated the deal and Arjun agreed to enhance

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Kavin’s equity stake to 33%. Now, both want to execute a comprehensive agreement

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to cover the risks of both the parties. On this background answer the following

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cAs a Company Secretary, recommend additional contractual clauses andem
questions :

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em safeguards that should have been incorporated in the agreement to adequately
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(i)

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(ii) Evaluate the legal role of representations and warranties in acquisition agreements

and explain how they operate as mechanisms for risk allocation and post-

transaction remedies.

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(5 marks each)

m of the provisions regarding drafting Bye-laws
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(b) You are a Company Secretary in Practice. One of your clients approached for registration

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glahow Societies differ from the Companies, its Registration
of Society. As your staff is not

for the Societies, explainahim,

Authority and what are the points to be kept in mind while drafting Memorandum

and Bye-laws for the Society.

(5 marks)

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3. (a) You are a newly appointed Company Sccretary of Style Hub Private Limited, (Referred

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as ‘the Company’) a growing ready-made garment company. The Company recently

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expanded its operations through online platform to cater the needs of wider population

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and thereby expanding its customer base. In that process, the Company has entered

a into multiple digital arrangements, including agreements with logistics partners, online

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marketplaces and direct consumers through its website and mobile applications. Most

of these transactions are executed electronically, where users accept terms by clicking

“I Agree” or by simply continuing to browse or purchase products.

The company also exchanges bulk order information with suppliers through automated

systems. While these digital methods have irnproved efficiency and specd, the management

is concerned about the legal validity and enforceability of such electronic agreements,

especially in cases of disputes, unauthorized access, or denial of consent by users.

The Managing Director of the Company has asked you to review and explain on

how different forms of e-contracts operate and their recognition under Indian law.

In the context of your Company’s online operations, state how are click-wrap and

browse-wrap agreements legally recognized and what factors determine their enforceability

in India ?

(5 marks)

(b) You have been recently appointed as Company Secretary of Project Implementation

Company. During the course of its business, the Company has to execute many Contracts.

Hence, your Management is keen to devise a best Negotiation Policy for the use

of Marketing Department. Managing Director of the Company informed you that

‘Negotiation with vendors is essential to secure favorable pricing, service levels and

operational efficiency while minimizing risks’ and he has asked to prepare a note explaining

the key steps involved in negotiating the best commercial and operational terms with

a vendor ?

(5 marks)

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(c) For each of the scenario mentioned below, applying the provisions of Transfer of

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Property Act, 1882 and identify the type of mortgage with reasoning :

(i)
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Subham borrowed money from a bank and mortgaged his house as security
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transferring possession. He agreed that if he failed to repay, the bank

l a could approach the court to sell the property and recover dues. He aretained
ag ownership and possession.

(ii) Sita borrowed money from Mohan and transferred her land in the name of

Mohan as a security attaching a condition that ‘the transfer of Land will become

absolute Sale, if Sita fails to repay the loan within two years and if she repaid

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on time (before two years), the property would revert back to her’.

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(iii) Amit mortgaged his farmland

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was entitled to enjoy the produce and profits from the land instead of receiving

interest on the loan. Until repayment, Amit could not reclaim possession.

(iv) Neha borrowed funds from a financial institution and transferred ownership of

her property absolutely, with a promise to repay on a fixed date. The lender

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agreed to re-transfer the property upon repayment.

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(v) Karan approached a bank in Delhi and deposited his property title deeds as

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security for a loan without executing a formal document. The intention was

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to create security over the property.

(1×5=5 marks)

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

4. (a) Zuben Developers Limited (Referred as ‘Zuben Developers’), a real estate development

company, permitted Urban Café Private Limited to operate a café within a premium

commercial complex owned by it. The agreement executed between the parties described

the arrangement as a “License Agreement” and stipulated that Urban Café would occupy

the designated premises for a fixed period of five years, subject to payment of monthly

charges.

However, in practice, the café operator was granted exclusive possession of the premises,

had the right to install fixtures and interior infrastructure and operated the premises

without any regular interference from the developer.

After three years, Zuben Developers sought to terminate the arrangement with immediate

effect on the ground that it was merely a licence revocable at will. Urban Café,

however, disputed the termination and argued that the arrangement was in substance

is a lease rather than a licence, thereby conferring statutory protection against arbitrary

termination.

The dispute has raised on the true legal nature of the agreement and this has

also highlighted them the importance of careful drafting in property transactions. On

this background, answer the following questions referring case laws wherever

applicable :

(i) Distinguish between a lease and a licence in property law and also highlight

the legal consequences that may arise from each form of arrangement.

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(ii) Referring the case law, state the test(s) applied by courts in determining whether
a particular property arrangement constitutes a lease or a licence, irrespective
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of the terminology used in the document.

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(5 marks each)

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l Deed. Also examine whether such instruments are liable to stamp duty, givingareasons.
(b) Define ‘Endorsements’ and Distinguish between Endorsement in a Deed and Supplemental

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Or (Alternate question to Q. No. 4)

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4A. (i) Iowa Renewable Energy Private Limited (Referred as ‘Iowa’), a company engaged

em as ‘Green Grid’) for the supply and installation
in solar power generation, entered into a Power Equipment Supply Agreement with

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laworth ` 50 Crore.
Green Grid Engineering Limited (Referred

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of solar power equipment g
As per the agreement :
• Green Grid agreed to supply solar panels and install them within six months.
• Iowa paid 40% advance at the time of signing the agreement.
• The agreement contained clauses relating to performance guarantee, indemnity,

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force majeure and arbitration.

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However, due to delays in supply and alleged defectivc equipment, Iowa suffered

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substantial financial loss. The company now intends to :

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Examine the essential clauses of the agreement to determine whether the contract

a was properly drafted and enforceable.

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2. Secure its interest by executing a Deed of Indemnity from the supplier for

losses caused due to defective equipment.

The company has sought advice from a Company Secretary regarding the drafting

and its legal implications. On the above background, answer the following

questions :

(a) Explain the objectives and important clauses of a commercial agreement,

particularly in relation to the one mentioned in the given case.

(5 marks)

(b) Identify and explain the important clauses that must be included in a commercial

agreement to protect the interests of parties in large infrastructure supply contracts.

(5 marks)

(ii) Akil entered into an Agreement for Sale on 10th January 2025 to purchase a residential

property from Yash for ` 80 Lakh. Akil paid ` 20 Lakh as advance. The agreement

stipulated that the balance amount would be paid within three months, upon which

Yash would execute the sale deed in favour Akil. However, before the expiry of

the stipulated period, Yash sold the same property to a third party, Leena, for a

higher consideration, without informing Akil. Akil seeks legal opinion regarding his rights

and remedies. In the given case, state whether a clause providing for exception and

reservations would have legally protected Akil and explain in detail Exceptions and

Reservations Clause included in a Deed.

(5 marks)

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PART–II

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5. Doom Infratech Limited, a public company engaged in infrastructure development and construction

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of large public projects, has recently been facing severe financial difficulties due to project
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delays, escalating operational costs and increasing debt obligations.

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of financial institutions and banks, which had extended substantial creditafacilities
agthe company, has filed an application under Section 7 of the Insolvency and Bankruptcy
A consortium

to

Code, 2016 before the National Company Law Tribunal (NCLT) seeking initiation of the

Corporate Insolvency Resolution Process (CIRP) against the company on the ground of default

in repayment of financial debt.

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Simultaneously, the Securities and Exchange Board of India (SEBI) has issued a Show Cause

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Notice to Doom Infratech Limited alleging violations of disclosure obligations under the SEBI

(Listing Obligations and Disclosurela
a g Requirements) Regulations, 2015. SEBI has proposed to

initiate penal proceedings against the company for failure to make timely and accurate disclosures

to investors.

Further complicating the situation, the Competition Commission of India (CCI) has initiated

an investigation against Doom Infratech Limited and several other industry participants on

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.of Doom Infratech
allegations of bid rigging and anti-competitive conduct in public infrastructure tenders.

c. o In light of these regulatory and legal challenges, the Board of Directors
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Limited has decided to engage a Company Secretary in Practice
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ag before the relevant authorities and to advise the company on appropriate legal strategies.

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(a) As a Company Secretary advising the company, outline an appropriate legal and

representation strategy before the National Company Law Tribunal in relation to the

Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy

Code, 2016.

(b) The company intends to explore the possibility of settling the proceedings initiated

by SEBI. Explain the key elements of a consent Settlement Application that may be

filed before SEBI under the applicable settlement regulations.

(c) The company has authorized a Company Secretary to appear before the Competition

Commission of India in connection with the ongoing investigation. Discuss the essential

components and legal significance of an authorization for appearance before the

Competition Commission of India.

(5 marks each)

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

6. (a) Julu Retail Limited is a Public Limited Company having a Chairman (who is also

a Director), a Managing Director, four whole-time directors (Finance, Technical, Marketing,

etc.), six other Directors including five Independent Directors and one-woman Independent

Director. The Chairman, who has very influential background, frequently bypasses the

formal chain of command and directly instructs the Finance Director to carry out certain

tasks. Although uncomfortable, the Finance Director complies due to pressure.

One day, the Chairman asks the Finance Director to carry out certain questionable

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instructions. This time, the Finance Director refuses, stating that such actions are not

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legally or ethically permissible. The Chairman becomes angry and, acting unilaterally,

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removes the F'inance Director from his position without following any due process

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or corporate formalities.

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On this background referring relevant provisions of the law and case laws, answer
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(i) Stating the relevant provisions of the law, explain what options does the Finance

Director have to challenge the decision ?

(ii) Explain the principle of corporate democracy on removal of Directors without

special notice by citing certain case laws ?

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(5 marks each)

(b)
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A civil suit is filed by Arvind against

g la issues summons to Birbal and the matter now reaches
the stage where Birbal a
alleged agreement. The Court

has to file his written statement. Birbal intends to contest the

claim on multiple ground he disputes the existence of the agreement, claims that the

suit is barred by limitation, and also argues that the Court lacks territorial jurisdiction.

He approaches you to draft the written statement and wants to ensure that all possible

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defences are properly raised in a single document.

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On the above background, as a Company Secretary explain Birbal on points that

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should be kept in mind while drafting the written statement, especially when multiple

gla and different kinds of defences are to be taken ?
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a (5 marks)

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OR (Alternative question to Q. No. 6)

6A. (i) Kris Infra Limited (Referred as ‘Kris Infra’), a large construction company engaged

in commercial real estate development, entered into a comprehensive construction

agreement with Sunder Lal Builders Private Limited (Referred as ‘Sunder Lal Builders’)

for design and development of a multistorey commercial complex in Bengaluru. The

agreement stipulated specific timelines for completion of various phases of the project

along with detailed payment milestones.

During the course of execution of the project, disputes arose between the parties

regarding delays in construction and alleged deviations from agreed project specifications.

Kris Infra alleged that Sunder Lal Builders failed to meet the contractual deadlines

and did not adhere to the technical standards specified in the contract. On this basis,

Kris Infra terminated the contract and withheld payments amounting to ` 20 Crore.

Aggrieved by the termination and non-payment, Sunder Lal Builders instituted a civil

suit before the competent Civil Court seeking recovery of the outstanding amount along

with damages for wrongful termination of the contract. In response, Kris Infra denied

the allegations and contended that the termination was justified due to breach of contractual

obligations and substantial delay attributable to Sunder Lal Builders.

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The Court directed both parties to file their pleadings and supporting affidavit-in-evidence

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in order to determine the issues involved in the dispute.

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(a) Trace out the Legitimacy of Sunder Lal Builders’ Claim and also discuss the

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available to Kris Infra Limited.

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ag (b) As a Company Secretary of Kris Infra Limited draft an affidavit-in-evidence

to be submitted before the court.

(5 marks)

(ii) Regulatory and quasi-judicial authorities play a significant role in corporate governance

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and compliance. In this backdrop, discuss the role of a Company Secretary while

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appearing before such authorities

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responsibilities expected while representing a client.

(5 marks)

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