Maharashtra Board Class 11 Secretarial Practice Chapter 10 Correspondence with Directors Solutions

Class 11 Secretarial Practice Chapter 10 Exercise Solutions

1A. Select The Correct Answer From The Options Given Below And Rewrite The Statements.

Question 1.Representatives of shareholders are ______
(a) directors
(b) employees
(c) servants
Answer: (a) directors
In simple words: Directors are individuals elected by shareholders to represent their interests and manage the company on their behalf.

🎯 Exam Tip: Understanding the role of directors as representatives is key to grasping corporate governance structures. Ensure you identify who elects them.

Question 2.The notice of the meeting of the Board of Directors must be accompanied by ______
(a) agenda
(b) minutes
(c) resolution
Answer: (a) agenda
In simple words: The agenda is a list of items to be discussed at a meeting, and it must be sent with the meeting notice so directors can prepare.

🎯 Exam Tip: Remember that sending the agenda with the notice ensures transparency and preparedness for the board meeting. This is a fundamental procedural requirement.

Question 3.______ looks after the management of a company.
(a) Board of Directors
(b) Auditor
(c) Company Secretary
Answer: (a) Board of Directors
In simple words: The Board of Directors is collectively responsible for overseeing the overall management and strategic direction of a company.

🎯 Exam Tip: The Board of Directors holds ultimate responsibility for the company's management and decision-making. Differentiating their role from other functionaries like auditors or company secretaries is crucial.

Question 4.The Directors take decisions at ______ meeting.
(a) Annual General
(b) Board
(c) Statutory
Answer: (b) Board
In simple words: Directors convene in Board Meetings to discuss company affairs, make strategic decisions, and fulfill their collective responsibilities.

🎯 Exam Tip: Emphasize that directors make decisions collectively during formal 'Board' meetings, distinct from shareholder meetings like the Annual General Meeting.

Question 5.According to Section 167(1)(b) of the Companies Act 2013, if a director absents himself from all the meetings of the Board, for a period of ______ months or more, with or without the leave of the Board, he shall be deemed to have vacated his office.
(a) 12
(b) 10
(c) 9
Answer: (a) 12
In simple words: A director automatically loses their position if they miss all Board meetings for a continuous period of twelve months, as per company law.

🎯 Exam Tip: This question tests specific legal provisions regarding director absenteeism. Knowing the exact duration (12 months) is important for scoring.

Question 6.Every company except OPC and the small company shall hold minimum ______ Board Meetings in each year.
(a) 4
(b) 3
(c) 5
Answer: (a) 4
In simple words: Most companies are legally required to hold at least four Board Meetings annually to conduct their business, excluding One Person Companies and small companies.

🎯 Exam Tip: This is a statutory requirement related to the frequency of board meetings. Remember the minimum number of meetings required per year for most companies.

Question 7.The gap between two consecutive Board Meetings should not be more than ______ days.
(a) 120
(b) 110
(c) 130
Answer: (a) 120
In simple words: The time period between any two consecutive Board Meetings cannot exceed 120 days, ensuring regular oversight and decision-making.

🎯 Exam Tip: The maximum permissible gap between board meetings is a crucial compliance point. Make sure to recall the exact number of days (120).

1B. Match The Pairs.

Question 1.

🎯 Exam Tip: Matching pairs questions often test your understanding of key definitions and statutory provisions. Focus on specific numbers and roles like minimum directors for different company types and notice periods.

1C. Write A Word Or A Term Or A Phrase That Can Substitute Each Of The Following Statements.

Question 1.Elected body of representatives of shareholders.
Answer: Board of Directors
In simple words: The Board of Directors is the collective group chosen by shareholders to govern and manage the company.

🎯 Exam Tip: Identify keywords like "elected" and "representatives of shareholders" to correctly recall "Board of Directors".

Question 2.An employee of a company who provides guidance and advice to the Board of Directors about business matters.
Answer: Company Secretary
In simple words: The Company Secretary is a key officer who advises the Board on legal, regulatory, and governance matters.

🎯 Exam Tip: The Company Secretary's role is distinct from directors; they are advisors and facilitators. Focus on "guidance and advice" and "business matters" in relation to the Board.

Question 3.A meeting of all the directors of a company.
Answer: Board Meeting
In simple words: A Board Meeting is a formal gathering where all company directors come together to make collective decisions.

🎯 Exam Tip: The term "Board Meeting" specifically refers to the gathering of directors to carry out their duties and make decisions.

Question 4.A written invitation was given to the Director to attend the meeting.
Answer: Notice of Board Meeting
In simple words: A Notice of Board Meeting is the formal written communication informing directors about an upcoming meeting, including details like date, time, and venue.

🎯 Exam Tip: Understand that a formal "written invitation" for a board meeting is legally termed as a "Notice of Board Meeting", which is crucial for compliance.

1D. State Whether The Following Statements Are True Or False.

Question 1.A director can be removed before the expiry of his term.
Answer: True
In simple words: Directors can be removed from office even before their designated term ends, usually through specific legal procedures or shareholder resolutions.

🎯 Exam Tip: While directors are elected for a term, they are not immune to early removal under specific circumstances defined by company law.

Question 2.Directors act as trustees of the company.
Answer: True
In simple words: Directors hold a fiduciary duty, meaning they act in a position of trust for the company and its shareholders, managing assets responsibly.

🎯 Exam Tip: Understanding the "trustee" role of directors is fundamental; it implies a duty to act in the best interests of the company, not their own.

Question 3.A director can remain absent for any number of Board Meetings.
Answer: False
In simple words: Directors cannot be absent indefinitely; specific legal provisions, like missing all meetings for 12 consecutive months, can lead to their disqualification.

🎯 Exam Tip: Directors have responsibilities that require their participation. Extended absenteeism beyond statutory limits can lead to vacation of office.

Question 4.Directors act as agents and trustees of the company.
Answer: True
In simple words: Directors serve as both agents, carrying out the company's business, and trustees, holding its assets and interests in good faith.

🎯 Exam Tip: This statement highlights the dual capacity of directors-as agents in conducting business and as trustees for safeguarding the company's interests.

Question 5.Company Secretary need not attend the board meetings.
Answer: False
In simple words: The Company Secretary is legally required to attend Board Meetings to ensure compliance, record minutes, and advise the directors.

🎯 Exam Tip: The Company Secretary plays a crucial role in board meetings, ensuring adherence to procedures and accurate record-keeping, making their presence essential.

Question 6.Director can take decisions individually.
Answer: False
In simple words: Directors typically make decisions collectively as a Board, not individually, to ensure broader perspective and accountability.

🎯 Exam Tip: Emphasize the collective responsibility and decision-making nature of the Board of Directors, contrasting it with individual authority.

1E. Complete The Sentences.

Question 1.The elected representatives of the shareholders are called as ______
Answer: Board of Directors
In simple words: Shareholders elect the Board of Directors to manage and oversee the company on their behalf.

🎯 Exam Tip: This question tests the foundational relationship between shareholders and the Board of Directors. The Board acts as the elected managerial body.

Question 2.The meeting of all Directors is called as ______
Answer: Board Meeting
In simple words: A formal gathering of all directors to discuss and decide on company matters is known as a Board Meeting.

🎯 Exam Tip: Clearly distinguish between a general meeting (for shareholders) and a board meeting (for directors).

Question 3.The notice period for Board Meeting shall not be less than ______
Answer: 7 days
In simple words: A company must provide at least seven days' notice before conducting a Board Meeting to allow directors adequate preparation time.

🎯 Exam Tip: The minimum notice period for a Board Meeting is a statutory requirement and is frequently tested. Remember the '7 days' rule.

1F. Select The Correct Option From The Bracket.

Question 1.

🎯 Exam Tip: Ensure you precisely match each term or concept to its correct definition or associated regulation. Pay close attention to statutory periods and core duties.

1G. Answer In One Sentence.

Question 1.When does a Director vacate his office due to absenteeism at Board Meeting?
Answer: When the director is absent for all meetings of the Board held during a period of twelve months, with or without the leave of absence from the board, he shall be deemed to have vacated his office.
In simple words: A director must vacate their office if they fail to attend any Board Meeting for a continuous period of twelve months, regardless of obtaining leave.

🎯 Exam Tip: This is a critical legal provision. Remember the exact condition for vacation of office: absence from *all* meetings for *twelve months*.

Question 2.Can a Director who was absent at the Board Meeting get a copy of the minutes of that Board Meeting?
Answer: If the director is absent for a board meeting he has the right to get a copy of the minutes of that Board Meeting.
In simple words: Yes, any director, even if absent from a Board Meeting, is entitled to receive a copy of its minutes to stay informed of decisions.

🎯 Exam Tip: Directors have a right to information regarding board proceedings, even if they were not present, ensuring transparency and accountability.

1H. Correct The Underlined Word And Rewrite The Following Sentences.

Question 1.Secretary is an elected representative of the shareholders.
Answer: Director is an elected representative of the shareholders.
In simple words: The correct term is 'Director', as they are the individuals chosen by shareholders to represent them in managing the company.

🎯 Exam Tip: Distinguish between the Company Secretary, who is an advisor, and a Director, who is an elected representative of shareholders.

Question 2.Secretary is responsible for the decision-making and framing policies of a company.
Answer: Director is responsible for the decision-making and framing policies of a company.
In simple words: It is the 'Director', collectively as the Board, who holds the responsibility for major decision-making and policy formulation within the company.

🎯 Exam Tip: Reinforce the understanding that strategic decision-making and policy framing are core functions of the Board of Directors, not the Company Secretary.

2. Explain The Following Terms/Concepts.

Question 1.Director
Answer: Director is any person occupying a position by whatever name called, Directors are authorized by shareholders to conduct the activities of the company. Director prepares policies to achieve the aims of the company.
In simple words: A director is an individual appointed to manage and oversee a company's operations, authorized by shareholders to set policies and achieve company goals.

🎯 Exam Tip: Define a director by their role in management, their authorization source (shareholders), and their key function (policy preparation for company aims).

Question 2.Board of Directors
Answer: Directors are elected representatives of shareholders. Directors are responsible for decision making, policy framing, and determination of plans for achieving the target set. They have to exercise proper control, direction, and supervision. Directors exercise their powers and authorities collectively as a "Board".
In simple words: The Board of Directors is a collective body of elected shareholder representatives responsible for the company's strategic decision-making, policy formulation, and overall supervision.

🎯 Exam Tip: Emphasize the collective nature ("Board") and the core responsibilities: decision-making, policy framing, and supervision, all exercised on behalf of shareholders.

Question 3.Conciseness
Answer: Business letters to directors must be brief and to the point. Unnecessary details, irrelevant matters must not be written, conciseness refers to 'briefness'. It is said that 'brevity is the soul of correspondence'.
In simple words: Conciseness in communication means being brief and to the point, avoiding unnecessary details or irrelevant information to ensure clarity and efficiency.

🎯 Exam Tip: In professional communication, especially with directors, conciseness saves time and ensures the message is understood quickly. Highlight 'briefness' and 'to the point'.

Question 4.Politeness
Answer: While corresponding with Directors, simple words and language must be used. A letter must show empathy, respect, and mutual understanding. It helps to create goodwill. Unnecessary big terms, long sentences should be avoided. Secretary should not use any harsh words while corresponding with directors.
In simple words: Politeness in communication involves using respectful, simple language, showing empathy, and fostering mutual understanding to build goodwill and avoid offense.

🎯 Exam Tip: Politeness in correspondence with directors reflects professionalism and respect. Focus on using simple, empathetic language to maintain good relations.

Question 5.Initiative
Answer: The secretary must take utmost care while corresponding with directors. He should take the lead to make arrangements for the board meetings. Secretary also helps the directors in conducting meetings.
In simple words: Initiative, for a secretary, means proactively taking the lead in making arrangements for board meetings and assisting directors, showing foresight and readiness.

🎯 Exam Tip: The secretary's role extends beyond mere execution; taking initiative, especially in organizing board affairs, demonstrates efficiency and professionalism.

Question 6.Notice and Agenda of board meeting
Answer: The notice of the Board meeting is a document that is sent to all directors of the company. All types of companies are required to give notice of at least 7 days along with agenda before the actual day of the meeting. Notice of Board meetings is generally sent by hand delivery or by post or by electronic means.
In simple words: The notice is a formal intimation about an upcoming Board Meeting, requiring at least 7 days' advance delivery, and must include the agenda, which lists all items to be discussed.

🎯 Exam Tip: Clearly define both 'Notice' (formal intimation with required notice period) and 'Agenda' (list of discussion points) and their mandatory inclusion for board meetings.

3. Answer In Brief.

Question 1.What are the points to be considered by a secretary while corresponding with the directors?
Answer: Following are the points or precautions to be taken by the secretary while corresponding with Directors.

• Initiative: The secretary must take utmost care while corresponding with directors. He should take the lead to make arrangements for the board meetings. Secretary also helps the directors in conducting meetings.
• Accuracy: In correspondence with directors "accuracy” or perfectness is very much important. Whatever information, action, data, or reply is to be given, must be given accurately. Secretary should provide correct, accurate, and perfect information.
• Promptness: Every letter must be dealt with promptly, whatever might be the subject matter. Prompt replies always create a good impression about your organization, delays in correspondence may prove to be costly in a later stage.
• Brevity: The letter acts as a representative of the organization. Hence, the secretary should always provide all information in a compact manner. A letter should not be lengthy. Secretary should provide maximum information in minimum words.
• Politeness: In correspondence with directors simple and words and language must be used. Unnecessary use of big terms, long sentences should be avoided. Secretary should not use any harsh words.

🎯 Exam Tip: This question requires a multi-faceted answer. List each point clearly and provide a concise explanation for each, demonstrating a comprehensive understanding of good secretarial practices.

4. Justify The Following Statements.

Question 1.Directors exercise their powers and authorities collectively as a Board.
Answer:

• The Directors occupy a very important position in the company's management.
• They are elected representatives of the shareholders.
• Directors are responsible for decision making, policy framing, and determination of plans for achieving the target set.
• They have to exercise proper control, direction, and supervision.
• Directors exercise their powers and authorities collectively as a "Board".

🎯 Exam Tip: When justifying, clearly state why collective action is necessary: it's due to their role as elected representatives, their comprehensive responsibilities (decision-making, policy, control), and the importance of unified authority.

Question 2.The Secretary should take certain precautions while corresponding with Directors.
Answer:

• The company secretary is an executive officer of a Joint Stock Company.
• The decisions taken by the board of directors are implemented by the secretary.
• The secretary acts as a link between the directors and other management personnel.
• The secretary provides assistance to the directors and guidance to the directors.
• Directors occupy key positions and are superiors, so the communication with them should be cautious and tactful.

🎯 Exam Tip: Focus on the secretary's position as a facilitator and implementer, and the directors' superior role, to explain the need for careful and tactful communication.

Question 3.The Board of Directors is the elected representative of the shareholders.
Answer:

• A Joint Stock Company is a business organization with a wide scope of business activity.
• Though shareholders of the company are the part of owners as well as the members of the Joint Stock Company, they cannot participate in the management and day-to-day functioning of the company since they are scattered over a large geographical area.
• So, as such the shareholders during the Annual General Meeting elect the directors to act as their representatives and carry on the business activities of the company.

🎯 Exam Tip: Justify by explaining the impracticality of direct shareholder management in a large company, leading to the necessity of electing a representative body-the Board of Directors.

Question 4.The Secretary has to correspond with Directors on important occasions.
Answer:

• The company secretary is an executive officer of a joint-stock company.
• The decisions taken by the board of directors are implemented by the secretary.
• The secretary acts as a link between the directors.
• The secretary is said to be the ears, eyes, hands, and mouthpiece of the Board.
• So under the following circumstances, the secretary writes letters to Directors:
  • Sending Notice and Agenda of the routine Board meeting.
  • Requesting directors to disclose their interest in a particular contract.
  • Forwarding the minutes of the meeting to the directors, who were absent for the meeting.
  • Intimating the director, the provisions regarding absenteeism at consecutive board meetings.

🎯 Exam Tip: To justify this, list the specific instances where a secretary must communicate with directors, highlighting the secretary's role in facilitating board functions and ensuring compliance.

5. Answer The Following Questions.

Question 1.Draft the notice and agenda of routine board meetings.
Answer:INFORT TECHNOLOGY LIMITED Registered Office: 12, Swaraj Excellency, British Library Lane, F.C. Road, Pune-411004 CIN: BOO160MH20375JLB400180
Phone:020-21173428
Fax: 020-32194237
Website: www.inforttechnology.com.
E-mail: infort@technology.com.
Date: 25th March 2019
Ref. No.: D/MR/13/19-20
The Director,
Mr. Anvit Gaurav Gaikwad,
Vastushodh, Building 42, Flat No. 107,
Urbangram, Kirkutwadi, Pune.
Dear Sir,
Sub: Notice of the Board Meeting dated 28th April 2019.
I wish to inform you that the monthly Board meeting will be held on 28th April 2019 at 10.00 a.m. at the registered office of the company to transact the following business.
AGENDA
1. To confirm the minutes of the last meeting.
2. To confirm the applications of shares.
3. To consider the financial position of the company.
4. To decide the date of the next board meeting.
5. To discuss any other matter with the permission of the Chairman.
You are requested to be present at the meeting.
Thanking you,
Yours faithfully,
for Infort Technology Ltd.
Sign
Company Secretary
In simple words: This is a formal letter drafted by the Company Secretary to a director, providing notice of an upcoming Board Meeting and outlining the agenda items to be discussed.

🎯 Exam Tip: When drafting a notice and agenda, ensure all essential elements are present: company details, date, reference number, recipient, clear subject, meeting date/time/venue, and a numbered list of agenda items. The tone should be formal and professional.

Question 2.Write a letter to the director requesting him to disclose his personal interest in a contract.
Answer:CHAUDHARI KANCHWALA LIMITED Registered Office: S.N.1960, Kolhar Ghoti Highway, Sangamner Akole Road, Mangalapur. CIN: B40408MH2019ABC1205
Phone: 02425-227244
Fax: 02425-221974
Website: www.chaudharikanchwala.com.
E-mail: chaudhari60@gmail.com
Date: 1st January 2019
Ref. No.: D/CK/23/19-20
The Director,
Mrs. Rajshri Atul Chaudhari,
Janata Raja Madian,
Vidyanagar, Sangamner.
Dear Madam,
Sub: Disclosure of personal interest.
I wish to inform you that the meeting of the Board of Directors of the company will be held on 21st January 2019. The Board decided to appoint Public Relations Officer for developing relations with customers and wholesalers.
As per information received from a reliable source, Mr. Vinayak Nehulkar your relative has applied for the post of PRO.
I wish to know whether the said information is true or false. In this case, if you have a personal interest in his appointment, kindly disclose your nature of interest as per Section 184 of the Companies Act, 2013.
Kindly revert as early as possible.
Thanking you,
Yours faithfully,
for Shri Chaudhari Kanchwala Ltd.
Sign
Company Secretary
In simple words: This letter formally requests a director to disclose any personal interest in a specific contract or appointment, citing compliance with Section 184 of the Companies Act, 2013.

🎯 Exam Tip: For such a letter, ensure clarity in stating the purpose (disclosure of interest), specific reference to the situation (e.g., a relative's application), and the relevant legal section (Section 184). The tone must be firm but polite, demanding compliance.

Question 3.Write a letter to the director who was absent for a Board Meeting to inform him about the proceeding of the meeting.
Answer:PRABHAT OPTICAL COMPANY LTD. Registered Office: Yuga Tower, Nashik-Pune Road, Ganesh Nagar, Sangamner.
Phone: 02425-222697
Fax: 02425-232697
Website: www.prabhatoptical.com.
E-mail: ritivinayak@gmail.com.
Date: 20th May 2019.
Ref. No.: D/LB/16/19-20
The Director,
Mr. Vijay Kodur,
Tajane Mala, Navine Nagar Road,
Sangamner – 422605.
Dear Sir,
Sub: Information about the proceedings of the meeting.
Please find enclosed herewith a copy of the minutes of the Board Meeting held on 1st May 2019 for your information and record.
I invite your attention to paragraph No.25 of the minutes. A proposal to establish a branch office in Mumbai was moved by Mr. Laxman Gadekar. It was seconded by Mr. Atul Chaudhari. After a detailed discussion, the chairman finally concluded the meeting by accepting the proposal. The motion was passed with an 80% majority.
The other items on the agenda being of routine nature require no explanation.
Thanking you,
Yours faithfully,
for Prabhat Opticals Company Ltd.
Sign
Company Secretary
Encl.:- Copy of Minutes
In simple words: This letter from the Company Secretary informs an absent director about the proceedings of a Board Meeting, attaching the minutes and specifically highlighting key decisions made during the meeting.

🎯 Exam Tip: A well-drafted letter to an absent director includes the meeting minutes as an enclosure and highlights important decisions or discussions for their immediate attention. Ensure the language is formal and informative.

Question 4. Write a letter to the director reminding him about the provision relating to absenteeism at the Board Meeting.
Answer:SURESH CABLES NETWORK COMPANY LIMITED
Registered Office: Shubham Heights,
Old Mumbai Agra Road, Ghoti.
CIN: H25301MH1999ABC14708

Phone: 042530
Fax: 312240

Website: www.sureshcnc.com
E-mail: sureshcable@gmail.com.

Date: 13th December 2019.

Ref. No.: D/CB/17/19-20
The Director,
Mrs. Archana Sumit Pawar,
Juna Adgaon Naka, Chavan Nagar,
Tapovan Road, Nashik.

Sub: Information about absenteeism in the board meeting.

Dear Madam,

This is to bring to your attention the fact that you have remained absent for two consecutive board meetings held on 15th October 2018 and 17th November 2018. The chairman has not received any intimation from you regarding your absence from these board meetings.

You are requested to note that Section 167(1)(b) of the Companies Act, 2013 provides that a director has to vacate his office if such absence is with or without the chairman's permission.

The next board meeting of the company is to be conducted on 13th January 2019. Please make it convenient to attend this meeting or intimate the cause of absence to avoid disqualification under Section 167(l)(b). The notice and agenda of the Board Meeting have been already forwarded to you.

Thanking you,

Yours faithfully,
for Suresh Cable Network Company Ltd.
Sign
Company Secretary

🎯 Exam Tip: When drafting official correspondence, ensure all relevant legal sections and dates are accurate. A clear, formal tone is crucial for communicating sensitive information like absenteeism and potential disqualification to a director.