MODEL PAPER

ICMA.
Pakistan
Time Allowed: 02 Hours 30 Minutes (i) (ii) (iii) (iv) (v) (vi) Attempt all questions. Answers must be neat, relevant and brief.

CORPORATE LAWS AND SECRETARIAL PRACTICES (LA-403)

SEMESTER-4 Maximum Marks: 80 Roll No.:

In marking the question paper, the examiners take into account clarity of exposition, logic of arguments, effective presentation, language and use of clear diagram/ chart, where appropriate. Read the instructions printed inside the top cover of answer script CAREFULLY before attempting the paper. DO NOT write your Name, Reg. No. or Roll No., or any irrelevant information inside the answer script. Question Paper must be returned to invigilator before leaving the examination hall.

Marks Q.1

The first question printed separately comprises 20 MCQs of one (1) mark each having allowed time of 30 minutes is an integral part of this question paper.
You have been working as a Corporate Consultant for M/s. Carlton Limited which is a public limited company, established in 1983. The Board of Directors is seeking your advice in respect of the following matter: The financial year of the company ended on June 30, 2013 and its annual general meeting was scheduled to be held on 25th October, 2013 at 12:30 p.m. There were 8 ordinary shareholders present including 3 joint shareholders, Mr. Waqar, Mr. Saleem and Mr. Shafique (all ordinary shareholders representing 25% voting power including joint shareholders) and two preference shareholders holding 10% preference shares capital. The number of shareholders turned up in the next 10 minutes and the meeting started at 12:45 p.m., after meeting quorum requirements. The matter relating to increase in authorized capital was debated threadbare and it was decided to carry out a voting by show of hands. Shareholders raised a number of objections during the meeting and the Board of Directors of the company request you to explain the legal provisions to the shareholders for the following objections:

Q.2

Required: (a) Some of the shareholders said that since the meeting was not started on scheduled time therefore this is invalid. The shareholders who were present in time objected that they were present in time and should have been considered as quorum. Explain the legal position with respect to shareholders objection and also mention the Law relating to adjournment of AGM and quorum requirements with particular reference to presence of preference shareholders and joint holders. Mr. Waqar, Mr. Saleem and Mr. Shafique, three brothers and joint shareholders of the company were also present in the meeting. Mr. Saleem objected that why the notice of the meeting was sent to only one of them i.e., Mr. Waqar only and not to all three brothers including himself, Mr. Waqar and Mr. Shafique? There was a conflict between Mr. Waqar, Mr. Saleem and Mr. Shafique as to whose vote would be considered for show of hand. Would your answer be different, if a poll was demanded instead of voting by show of hands? 1 of 3 (Note: The number of questions and their marks may vary in the examination paper)

07

(b)

02

(c)

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CLSP-MP

Marks Q.3 (a) M/s. Hilton Petroleum Limited is a public limited company, listed on all three stock exchanges Karachi, Lahore and Islamabad. The annual general meeting of the company was scheduled to be held on 30th September, 2013 at its Head Office situated in Karachi. After conclusion of the meeting some of the shareholders appear to be dissatisfied. Four of them, each holding 1% of the ordinary share capital gathered at a corner and started a discussion. One of the employees working in the companys legal department over heard them saying that they were planning to go to the court challenging AGMs proceedings on the following grounds: ! The lunch arrangements made by the company were not proper. ! There was some defect in the appointment of one of the directors and therefore his decision at the BOD meeting was not valid. The Chairman called Mr. Ahmed, a Company Secretary to explain the following: Required: (i) (ii) (b) Legal provisions relating to, challenge of AGMs proceeding in the court. Validity of the act of the Director, if the defect in the appointment is discovered. 05 03

As per the Single Member Companies Rules, 2008 briefly state the rule for transfer of shares of a single member. Under what circumstances these shares can be transferred to two or more persons?

03

Q. 4

As per provisions contained in the Companies (Issue of Capital) Rules, 1996 answer the following: (a) (b) List down any five items which are not included in computation of free reserves. Specify any five conditions to be complied with by a listed company for issuing right shares. 05

Required:

10

Q.5

A listed company intends to purchase its own shares and therefore considering the relevant provisions of the Companies Ordinance, 1984 and the Companies (Buy-Back of Shares) Rules, 1999. Briefly describe the legal provisions for the following in respect of the above: (a) Enumerate the contents of statement accompanied with notice of the shareholders meeting for passing special resolution for purchase of its own shares by the company. List down any seven contents to be included in the offer by a shareholder interested to sell his shares to the company in response to the tender.

Required: 05

(b)

07

Q. 6

(a)

Define the following terms as per the (Establishment and Regulation) Rules, 2003: (i) (ii) Housing Finance Services. Investment Advisory Services.

Non-Banking

Finance

Companies 03 03

(b)

Explain the legal provisions under the Non-banking Finance Companies (Establishment and Regulations) Rules, 2003 for opening or closure of bank accounts and account with a broker or branches of NBFC.

04

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2 of 3 (Note: The number of questions and their marks may vary in the examination paper)

Marks Q. 7 (a) Ms. Ambreen is the Secretary of Moon-Light Company Limited which is a listed company. The Chief Executive has asked you to draft Statement of Compliance with the Code of Corporate Governance for inclusion in the annual report, 2012. (i) (ii) Draft the opening paragraph for inclusion in the above statement. Draft any four statements relating to directors/board of directors for inclusion in the above statement. 02 08

Required:

(b)

Suppose you have been working as a Secretary of Best Foods Limited which is a listed company. A notice has already been published for holding elections of directors in an extra ordinary general meeting to be held on 30th June, 2013. The following seven directors are retiring and are eligible for re-election: (1) Ms. Abida (2) Mr. Wahab (3) Mr. Rehan (4) Ms. Shahida No intentions were received by the company during the prescribed time period for participation in the elections of directors other than the retiring directors. (5) Mr. Salman (6) Mr. Kamran (7) Mr. Fawad

Required: Draft the notice for publication in the newspaper informing the shareholders/ general public that only retiring directors have offered themselves for directors election. (c) When a listed company is required to determine a closed period as per the Code of Corporate Governance? Discuss the restrictions imposed on the director and chief executive officer regarding dealing in the shares of the listed company during closed period. 08

02

THE END

CLSP-MP

3 of 3 (Note: The number of questions and their marks may vary in the examination paper)

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