CLSP-May.

2014 1 of 3 PTO
ICMA
.

Pakistan





EXTRA ATTEMPT, MAY 2014 EXAMINATIONS
Wednesday, the 28th May 2014
CORPORATE LAWS AND
SECRETARIAL PRACTICES (LA-403)
SEMESTER-4



Time Allowed: 02 Hours 30 Minutes Maximum Marks: 80 Roll No.:



(i) Attempt all questions.
(ii) Answers must be neat, relevant and brief.
(iii) In marking the question paper, the examiners take into account clarity of exposition, logic of arguments,
effective presentation and language.
(iv) Read the instructions printed inside the top cover of answer script CAREFULLY before attempting the paper.
(v) DO NOT write your Name, Reg. No. or Roll No., or any irrelevant information inside the answer script.
(vi) Question Paper must be returned to invigilator before leaving the examination hall.

Marks
Q.2 (a) (i) The requirements for some clauses of Memorandum of Association are identical
both in case of a company limited by shares and a company not having a share
capital. Describe the clauses identical in requirements for both types of companies
and those peculiar to the company limited by shares. 06

(ii) In case of a company limited by guarantee, who undertakes the guarantee and
what event can prompt revocation of the guarantee? 02



(b) (i) As per section 297 of the Companies Ordinance, 1984 state the circumstances
when a company can be wound up voluntarily and when such winding up is
deemed to commence from? 04

(ii) Bright Star Limited (BSL), a public limited company, is in the process of members
voluntarily winding up. The company has appointed Mr. Asif as a liquidator on a
remuneration of Rs. 300,000 of which 20% was paid at the time of his appointment.
However, Mr. Asif tendered his resignation as a liquidator before conclusion from
his assignment of liquidation of the company.
! In the light of the provisions contained in the Companies Ordinance, 1984 can
Mr. Asif resign or quit his office as a liquidator before conclusion of the winding
up proceedings? 02
! If Mr. Asif resigns before conclusion of winding up, then how his remuneration
can be adjusted? 02

(iii) List down the persons who are competent to file petition for winding up as per
section 309 of the Companies Ordinance, 1984. 02




Q.3 (a) Section 208 of the Companies Ordinance, 1984 imposes restrictions on investments in
associated companies and undertakings except under the authority of a special
resolution. Describe the following in this regard:
(i) What aspects of the investment are required to be mentioned in the special
resolution when authorizing the investment? 03

(ii) Is there any condition prescribed for the return on investment in the form of loan? If
yes, then briefly state. 02

(iii) Is there any restriction on the size of the aggregate investment in associated
companies? 01

(iv) Whether trade credit would fall under the ambit of the investment? 01

CLSP-May.2014 2 of 3

Marks

(b) In the light of the section 254 of the Companies Ordinance, 1984 answer the following:

(i) Appointment as an auditor is not allowed when a person or his spouse or minor
children, or in case of a firm, all partners of such firm who holds any shares of an
audit client or any of its associated companies. What would be the requirement
where these shares are held by the person prior to appointment as auditor of the
company? 02

(ii) Can a person disqualified as auditor of a company be appointed as auditor of any
other company which is that companys subsidiary or holding company or a
subsidiary of that holding company? 01

(iii) Who will appoint the auditor in place of a person who is subjected to any
disqualification to act as auditor, where such an appointment is made by the
company? 01



(c) Moonlight Power Limited (MPL) is a company listed on Karachi and Lahore Stock
Exchanges. Mr. Bashar has been working as a CEO of the company. In the month of
July 2013, Mr. Iftikhar, a Director on the Board of MPL, informed the CEO that he is
planning to move to Europe for six months to set up his own business.
Required:
Mr. Bashar called the Company Secretary to his room and asked him to ascertain the
legal requirements in respect of the following:
(i) Is this mandatory for Mr. Iftikhar to attend the annual general meeting of the
company to be held in September, 2013? 01
(ii) What would be the consequences if Mr. Iftikhar does not attend Board of Directors
meeting during his vacation? Briefly state. 03
(iii) Is there any other way Mr. Iftikhar can identify another person to act as director in
his place and if yes, then state? 04




Q.4 (a) (i) ABC is a public limited company, listed on Karachi Stock Exchange engaged in
petroleum exploration business. The Board of Directors has decided to increase the
share capital of the company by issuing right shares to its existing shareholders. In
the light of the provisions of the Companies (Issue of Capital) Rules, 1996 describe
the procedural steps involved in the issuance of right shares. 06

(ii) Define stock exchange. Under what law a stock exchange is registered? 04



(b) The Board of Directors meeting of Fine Limited, a listed company was held on
November 21, 2013 for approval of annual accounts. Mr. Khalid, CFO and Ms. Hina,
Company Secretary also attended the said meeting. Mr. Sami, one of the Directors of the
Board, objected on attending the meeting by Mr. Khalid.
(i) Is objection raised by Mr. Sami is valid in the light of Code of Corporate
Governance, 2012? Also mention the legal provision in this regard. 02
(ii) Is there any provision in the Code of Corporate Governance, 2012 restricting
attendance of CFO and Company Secretary in a Board Meeting? If so, briefly state
the legal provision. 02



(c) Mention the responsibilities of a listed company for financial reporting of its financial
statements as per the Code of Corporate Governance, 2012. 04





CLSP-May.2014 3 of 3 PTO

Marks

Q.5 (a) Define the following terms as given in the Non-Banking Finance Companies
(Establishment and Regulation) Rules, 2003:
(i) Constitutive documents 02
(ii) Sub-ordinated loans 02



(b) List down the documents required to be filed with an application for registration of a
Modaraba Company. 05




Q.6 (a) A company secretary has received a claim from an heir that his father has recently died
and the particular shares of the deceased held in the company be transferred/ registered
in the name of the claimant being the sole legal heir. The company has adopted Table A
of First Schedule of the Companies Ordinance, 1984 as its Articles of Association.

(i) Specify the action that secretary would immediately take at his end on receipt of
intimation and the documents that he would ask the claimant to submit. 02

(ii) Describe the procedure of transmission of shares that secretary has to follow after
receipt of the documents. 05

(iii) Whether or not the claimant would be entitled for the following, if arising after his
fathers death but before actual registration of shares in his name:
! dividend
! notice of general meeting and
! voting in the general meeting. 03



(b) Enumerate any six instances where disclosure of information relating to the affairs of any
of the account holders and sub-account holders, is allowed as Permitted Disclosure as
per the Central Depositories Act, 1997. 06




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