CS Professional December 2025 Question Paper Drafting, Pleadings and Appearances

FOR CS PROFESSIONAL EXAM PREPARATION

CS Professional 2025
Question Paper ·
Drafting, Pleadings and
Appearances
EXAM YEAR TYPE

CS Professional 2025 Question Paper
SUBJECT DATE

Drafting, Pleadings and Appearances December 2025

Notes · Sample Papers · Previous Year Papers · Mock Tests

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532
Roll No. ..................................... : 1 :

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Time allowed : 3 hours Maximum marks : 100

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Total number of questions : 6 Total number of printed pages : 7
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a Answer

Part–I

1. (a) Hoskerehalli Technologies Limited, a software company, has been penalized by the

Competition Commission of India (CCI) for abuse of dominant position under
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Section 4 of the Competition Act, 2002. The Managing Director of the company,.

S.P Indra, is currently residing sineAbu Dhabi, UAE. Since he is unable to be physically
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a to authorize the Company Secretary, Naveen Rathod,
present in India, he proposes

through a General Power of Attorney (GPA), to represent the company in appellate

proceedings against the CCI order. In light of the above, explain the following :

(i) Before which appellate authority can Hoskerehalli Technologies Limited challenge

the order of the CCI ?
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Can Naveen Rathod, Company Secretary, validly represent .the company before
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the appellate authority on the strength of a General Power of Attorney ?

ag (iii) Draft a specimen clause of the GPA authorizing the Company Secretary to

appear and act before the appellate authority.

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(b) On 15 February 2022, Ramesh entered into a registered agreement with Suresh for

the sale of 12 acre of agricultural land situated at Arsikere village for a total sale

consideration of ` 72 lakh. An advance of ` 12 lakh was paid by registration of

the sale deed.

Subsequently, it was discovered that out of the 12 acre, 3 acre had already been

acquired by the State Government for a public irrigation project prior to the date

of agreement, though this fact was unknown to both parties when the contract was

executed. When the time came for performance, Ramesh refused to execute the sale

deed, contending that the contract had become impossible to perform in its entirety

and therefore, no decree for specific performance could be granted.

Suresh, however, filed a suit for specific performance before the Civil Court, claiming

that at least 9 acre of the land can still be conveyed to him, and he is willing to

pay the proportionate consideration for the same while relinquishing his rights in

respect of the 3 acre which cannot be conveyed. In light of the above explain the

following :

(i) Whether Suresh is entitled to a decree of specific performance of the contract

under the provisions of the Specific Relief Act, 1963, particularly Section 12.

(ii) What are the principles, statutory limitations, and judicial considerations the

court should examine while deciding whether to grant or refuse specific

performance in this case ?

2/2025/DPA Contd. ........

For more Question Papers, Sample Papers, Notes & Syllabus visit Page 2 of 7

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2. X, the owner of an agricultural land, borrowed ` 5 lakh from Y. To secure the loan,

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X executed an Usufructuary Mortgage in Y’s favour, putting Y in possession of the land

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with the right to collect rents and profits until repayment. After 7 years, X offered to repay

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the principal amount along with agreed interest and demanded back possession of his land.

Yarefused, claiming that unless X pays an additional sum for the improvements Y had made

to the land, he is not bound to deliver possession. Y also claimed that since X had

failed to repay the loan within 5 years (the time fixed in the mortgage deed), he had become

the absolute owner of the property.

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Based on the facts as above, answer the following :

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(i) What are the essential features of an Usufructuary mortgage under Section 58(d) of

the Transfer of Property Act, e1882 ?
Does X have the right ofgredemption even after the expiry of the time fixed in the
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mortgage deed ?

(iii) Can Y refuse to deliver possession on the ground that he made improvements on

the land ?

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3. (a) Explain the points to be kept in mind while drafting agreements.

c. o (b) Discuss the important points for drafting a Circular. Draft a m
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specimen of Circular.

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Assume facts.

ag (c) What is a Show Cause Notice (SCN) ? Draft a specimen of Show Cause

Notice.

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

4. (a) What is Company Secretaries Auditing Standard (CSAS-3) and what is the process

of forming an opinion under this standard ?

(b) Discuss the different types of document management systems used for maintaining contract

documents. How does compliance with legal requirements impact contract management,

and what are the key laws governing contract documentation in India ?

(c) Draft a Deed of Mortgage by Deposit of Title Deeds under the Transfer of Property

Act, 1882 ? Assume facts, as necessary.

Or (Alternate to question to Q. No. 4)

4A. (a) Examine the key clauses in a Joint Venture Agreement and their role in mitigating

disputes between parties.

(b) Explain the process of preparing a legal opinion as per the Company Secretary Auditing

Standard (CSAS-3), highlighting the importance of facts and legal research.

(c) Outline the drafting requirements for a Debenture Trust Deed under the Companies

Act, 2013, and explain its significance for debenture holders.

2/2025/DPA Contd. ........

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Part–II

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5. (a) Vaishnavi Enterprises Limited, a family-owned company, is in possession of a disputed

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piece of immovable property in Coimbatore, which is reflected in its assets. The Company
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l Secretary, A, has strong apprehension that a former shareholder, B, who isaclaiming
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ownership rights over the said property, is likely to file a case in the Court. A,

as the Company Secretary, wants to ensure that no interim order or injunction is

passed by the Court in favour of B against the company without giving Vaishnavi

Enterprises Limited an opportunity of being heard.
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On the basis of the facts as above attempt the following questions :

e m available under the Code of Civil Procedure,
(i)
What is the legal remedy

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(ii) Draft a format of the petition to be filed before the competent authority to

safeguard the company’s interests.

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(b) Vidyadheesha has filed a suit for recovery of money against his debtor in a civil

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. to support his
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e the kind of evidence
court. The Court has directed him to submit an affidavit-in-evidence

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pleadings. However, Vidyadheesha is uncertain about the procedure,

gla a preparing such an affidavit.
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he should include, and the precautions he must take while

As an expert, explain the important considerations for drafting an affidavit-in-evidence.

(5 marks)

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

6. The appellant company faced a penalty imposed by the NSE and BSE due to non-compliance

with Regulation 17(1) of the Listing Obligation and Disclosure requirement (LODR) Regulations,

2015 following the demise of a non-independent, non-executive director, Ravindra Upadhya,

on 10 August 2020. The strength of the Board of Directors was reduced from six to five

members, and the vacancy was filled on 15 March 2021. The stock exchanges imposed

a fine at the rate of ` 5,000 per day for the period from 10 November 2020, citing non-

compliance with the required board composition. The appellant’s request for a waiver of

the fine was rejected by SEBI. The appeal challenged the legality of the fine, arguing that

Regulation 17(1) does not specify a timeline for filling vacancies. The adjudicating authority

ruled in favour of the appellant, holding that the fine was imposed without statutory authority.

In light of the above explain the following :

(a) What was the basis for the fine imposed by BSE and NSE on the appellant company ?

(b) Why did the appellant argue that the fine was wrongly imposed under Regulation

17(1) of the Listing Obligation and Disclosure Requirement (LODR) Regulations ?

(c) How does Regulation 25(6) of the LODR Regulations differ from Regulation 17(1)

in terms of vacancy timelines ?

2/2025/DPA Contd. ........

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OR (Alternate question to Q. No. 6)

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6A. (a) Discuss the key provisions related to Appearance under the Companies Act, 2013.
a a Inquiry
(b) gl Discuss the Procedure for Holding of Inquiry under SEBI (Procedure for holding
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and Imposing Penalties) Rules, 1995.

(c) Define a Resolution and explain the different types of Resolutions under the Companies

Act, 2013.

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