secretarial,managementandsystemsaudit.docVIP

SECRETARIAL, MANAGEMENT AND SYSTEMS AUDIT Time allowed: 3 hours Max. Marks: 100 PART A (Answer ANY TWO questions from this part) Question 1 Comment on the following: (a) (i) Under the Company Secretaries Act, 1980, the Council of the Institute of Company Secretaries of India (ICSI) has ultimate and absolute authority with regard to misconduct. (4 marks) (ii) Bhushan was adjudged as an insolvent, but was subsequently discharged of the insolvency. He has applied for membership of the ICSI. Bhushan is otherwise qualified and eligible for membership. (2 marks) (b) The Company Secretary in Practice should have the attributes of an entrepreneur. (6 marks) (c) (i) Offer prices of shares issued on preferential basis are left to the discretion of the Board of directors of a listed company. (3 marks) (ii) The Board of directors of a listed company has proposed a bonus issue in the following prevalent conditions: — the company defaulted in the payment of principal amount and interest to the holders of fixed deposits; and — consequent to the bonus issue the subscribed and paid-up capital will exceed the authorised capital. (3 marks) (iii) The Lead Merchant Banker has accepted to act as a Registrar to an issue and to handle the post-issue responsibilities. (2 marks) Question 2 (a) A public limited company has assigned you, as the Company Secretary in Practice, the work of pre-certification of documents. The following events have taken place. Draft check-lists for the purpose: (i) A special resolution has been passed at an annual general meeting for amendment in the articles of association. (ii) Certain properties of the company are mortgaged to secure a series of debentures. (6 marks each) (b) A Company Secretary in Practice has been appointed as an authority to investigate into the compliance of the SEBI (Prohibition of Insider Trading) Regulations, 1992. Discuss the audit procedure and the audit points to be scrutinised by the Company Secretary in Practice. (8 ma