INSTITUTE OF COST AND MANAGEMENT ACCOUNTANTS OF PAKISTAN New Fall (E) 2011, April 2012 Examinations

Tuesday, the 24th April 2012

CORPORATE LAWS & SECRETARIAL PRACTICES (S-403) STAGE 4

Time Allowed 2 Hours 45 Minutes

(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)

Maximum Marks 80

Roll No.

Attempt ALL questions. Answers must be neat, relevant and brief. 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 on the top cover of answer script CAREFULLY before attempting the paper. Use of non-programmable scientific calculators of any model is allowed. DO NOT write your Name, Reg. No. or Roll No. anywhere inside the answer script. Question No.1 Multiple Choice Question printed separately, is an integral part of this question paper. Question Paper must be returned to invigilator before leaving the examination hall.

Marks SECTION - A Q. 2 (a) (b) Define the Financial Institution with reference to the Companies Ordinance, 1984. What are the legal provisions stated in section 37 of the Companies Ordinance, 1984 regarding prohibition of certain names of the company? As per section 83 (2) of the Companies Ordinance, 1984, state the provisions related to the application of share premium account. Where a purchase has been made under section 95A, the company shall maintain a register of shares so purchased. List down the particulars included in that register under section 95A (11) of the Companies Ordinance, 1984. 03 07

(c)

04

(d)

06

Q. 3

(a)

Under section 139 of the Companies Ordinance, 1984, state the disqualification criteria for the appointment of receiver or manager. Under section 305 of the Companies Ordinance, 1984, briefly state the circumstances in which company may be wound up by court. What are the circumstances in which company may be wound up voluntarily under section 358 of the Companies Ordinance, 1984? SECTION B

06

(b)

10

(c)

04

Q. 4

(a)

Under the Single Member Companies Rules, 2003, state the provisions related to the change in status of a single member company in case of operation of the law. Briefly define the term clearing house under section 2 of the Securities and Exchange Commission of Pakistan Act, 1997.

05

(b)

02

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CLSP-Apr.2012

Marks (c) Which types of particulars are included in the books of account and other documents as per section 7(2) of the Securities and Exchange Rules, 1971? Define the followings as per the Non-Banking Finance Companies Rules, 2003: (i) Connected person 06 02 SECTION C Q. 6 (a) Under section 174 of the Companies Ordinance, 1984 state the provisions related to a minimum number of directors of a company. List down the secretarial functions of a company secretary. {any ten (10)} Suppose you have been the company secretary of Al-Raheem Petroleum Limited and are asked by your board of directors to issue a notice of an annual general meeting of the company, to be held on the last day of the next month to transact the ordinary business. Draft the notice of the said meeting carrying any four (04) points items agenda usually taken up in annual general meeting. (Assume necessary details. Notes to the notice is not required) THE END 06 04 (ii) Investment finance services 05

Q. 5

(b) (c)

10

Required:

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CLSP-Apr.2012

INSTITUTE OF COST AND MANAGEMENT ACCOUNTANTS OF PAKISTAN Winter (November) 2011 Examinations
Monday, the 21st November 2011
CORPORATE LAWS & SECRETARIAL PRACTICES (S-403) STAGE 4

Time Allowed 2 Hours 45 Minutes

(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)

Maximum Marks 80

Roll No.

Attempt ALL questions. Answers must be neat, relevant and brief. 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 on the top cover of answer script CAREFULLY before attempting the paper. Use of non-programmable scientific calculators of any model is allowed. DO NOT write your Name, Reg. No. or Roll No. anywhere inside the answer script. Question No.1 Multiple Choice Question printed separately, is an integral part of this question paper. Question Paper must be returned to invigilator before leaving the examination hall.

Marks SECTION - A Q. 2 (a) Define the followings with reference to the Companies Ordinance, 1984: (i) Company limited by shares 02 02 03 03 03 05

(ii) Company limited by guarantee (iii) Prospectus (iv) Security (v) Subsidiary and holding company (b) List down the contents of memorandum of a company limited by guarantee whether or not the company has a share capital. What are the two (02) circumstances stated in section 75 of the Companies Ordinance, 1984 under which a company issue duplicate certificate of the shares, debenture or debenture stocks within forty-five days from the date of application?

(c)

02

Q.3

(a)

Which type of records shall be kept at the registered office of a company as per section 230 of the Companies Ordinance, 1984? Briefly state the certain restrictions imposed under section 248 of the Companies Ordinance, 1984 on the declaration of dividend. Briefly state the restrictions imposed on the appointment of auditors under section 254 of the Companies Ordinance, 1984. {any five (05)} Under section 328 of the Companies Ordinance, 1984, list down the particulars included in the statement of winding up order provided to the official liquidator or provisional manager.

05

(b)

02

(c)

05

(d)

08

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CLSP-Nov.2011

Marks SECTION B Q.4 (a) Define the followings under the Securities and Exchange Ordinance, 1969: (i) Associate 01 04 02 02 01

(ii) Central depository (iii) Commodity (iv) Jobber (v) Sub-underwriter

Q.5

(a)

List down the functions of the commission provided under section 20 of the Securities and Exchange Commission of Pakistan, 1997. {any five (05)}

05

(b)

Define the followings as per the Non-Banking Finance Companies Rules, 2003: (i) Assets 04 02 01

(ii) Constitutive documents (iii) Housing finance services

SECTION C Q.6 (a) Under section 160 of the Companies Ordinance, 1984 state the provisions related to the quorum of general meeting. Under section 187 of the Companies Ordinance, 1984 state the ineligibility of certain persons to become a director of the company. {any seven (07)} Draft a notice of an extra ordinary general meeting of XYZ limited containing the following resolutions: (i) Appointment of a managing director of the company with effect from 01/01/2011 on a monthly salary of Rs.300,000. 05

(b)

07

(c)

06

(ii) Issuance of further 100,000 shares of Rs.10 each which will increase the paid up capital of the company from Rs.14,000,000 to Rs.15,000,000. THE END

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CLSP-Nov.2011

INSTITUTE OF COST AND MANAGEMENT ACCOUNTANTS OF PAKISTAN Summer (May) 2011 Examinations
Tuesday, the 31st May 2011
CORPORATE LAWS & SECRETARIAL PRACTICES (S-403) STAGE 4

Time Allowed 2 Hours 45 Minutes

(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)

Maximum Marks 80

Roll No.

Attempt ALL questions. Answers must be neat, relevant and brief. 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 on the top cover of answer script CAREFULLY before attempting the paper. Use of non-programmable scientific calculators of any model is allowed. DO NOT write your Name, Reg. No. or Roll No. anywhere inside the answer script. Question No.1 Multiple Choice Question printed separately, is an integral part of this question paper. Question Paper must be returned to invigilator before leaving the examination hall.

SECTION - A Q. 2 (a) Define the following terms under section 2 of the Companies Ordinance, 1984: (i) Private Company (ii) Document List down the contents of a memorandum of a company limited by shares under section 16 of the Companies Ordinance, 1984. State the liability of the members carrying on business of a company with less than the legal minimum numbers of members under section 47 of the Companies Ordinance, 1984. State the circumstances in which proceedings of a general meeting may be declared invalid under section 160A of the Companies Ordinance, 1984. State the grounds on which a director shall cease to hold office under section 188 of the Companies Ordinance, 1984. How long shall an elected director hold office under section 180 of the Companies Ordinance, 1984? State the time period within which a company is required to file with the registrar a list of persons who have consented to act as directors under section 184 of the Companies Ordinance, 1984. List down any four mortgages or charges required to be registered under section 121 of the Companies Ordinance, 1984. List down any three restrictions on commencement of business for a public company under section 146 of the Companies Ordinance, 1984. (i) When the statutory meeting of a company is required to be held under section 157 of the Companies Ordinance, 1984?

Marks 03 02 04 02

(b) (c)

(d)

03

Q.3

(a)

06

(b) (c)

02 02

Q.4

(a) (b) (c)

04 06 03 03 PTO

(ii) When the directors of a company shall forward the statutory report to every member?

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Marks SECTION - B Q.5 (a) Who is the promoter or sponsor under Non-Banking Finance Companies (Establishment & Regulation) Rules, 2003? Which services or activities are included under investment finance services as per Non-Banking Finance Companies (Establishment & Regulation) Rules, 2003? How long shall the permission granted by the Commission to form a Non-Banking Finance Company be valid? Upto what maximum period is this permission extendable under Rule 4 of Non-Banking Finance Companies (Establishment & Regulation) Rules, 2003? Who can be a financial or chief accounting officer of an NBFC under Rule 7 of NonBanking Finance Companies (Establishment & Regulation) Rules, 2003? 02

(b)

03

(c)

03

(d)

02

Q.6

(a)

Define the following terms under the Securities and Exchange Ordinance, 1969: (i) Broker (ii) Underwriter (iii) Stock Exchange When the Commission may grant a certificate of registration to the Exchange under section 5 of the Securities and Exchange Ordinance, 1969? SECTION C

02 02 02 04

(b)

Q.7

(a)

Who cannot be appointed as auditors of a company under section 254 of the Companies Ordinance, 1984?

06

(b) Suppose that you have been the company secretary of Al-Rahman Power Limited and are advised by your Board of Directors to publish an advertisement in the newspaper for Placement of Quarterly Accounts for the quarter ended March 31, 2011 on companys website. Required: Draft the advertisement for publishing in the newspaper. (c) Suppose that you have been the company secretary of Al-Razzaq Plastics Limited and are asked by your Board of Directors to draft a notice of extra ordinary general meeting of the company to transact the ordinary business for confirming the minutes of the 10th Annual General Meeting held on May 20, 2011 and election of 8 directors as fixed by the board. Draft the notice for the said meeting.
(Note: Students are not required to write NOTES to the notice)

06

Required: 08

THE END

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INSTITUTE OF COST AND MANAGEMENT ACCOUNTANTS OF PAKISTAN Spring (Summer) 2010 Examinations
Tuesday, the 18th May 2010
CORPORATE LAWS & SECRETARIAL PRACTICES - (S-403) STAGE 4

Time Allowed 2 Hours 45 Minutes

(i) (ii) (iii) (iv) (v) (vi) Attempt ALL questions. Answers must be neat, relevant and brief.

Maximum Marks 80

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. anywhere inside the answer script. Question No.1 Multiple Choice Question printed separately, is an integral part of this question paper.

Marks Q.2 (a) Define the following terms as used in the Companies Ordinance, 1984: (i) Body corporate (ii) Special resolution 02 03

(b)

State the circumstances and mode for reduction of share capital of a company limited by shares under section 96 of the Companies Ordinance, 1984.. Describe the procedure for election of directors of a company having a share capital as enumerated in section 178 of the Companies Ordinance, 1984. What is the legal provision for issuance of duplicate share certificate?

05

(c)

07 03

(d)

Q. 3 (a)

(i) A company is using money received as security deposit from some suppliers, without any contract, for its business. Is the company justified in doing so? Comment in the light of the Companies Ordinance, 1984. (ii) What restrictions are imposed by the Companies Ordinance, 1984 on declaration of dividends? (iii) Is a member entitled to obtain the copies of the balance sheet, directors report and auditors report?

02 04 02

(b)

Explain the provisions, under section 230 of the Companies Ordinance, 1984 as regards keeping of books of accounts.

08

(c)

Describe the application of share premium account under the provisions of the Companies Ordinance, 1984.

04

PTO

1 of 2

Marks Q. 4 (a) State the functions and powers of the Securities and Exchange Policy Board as stated under section 21 of the Securities and Exchange Commission of Pakistan (SECP) Act, 1997. The directors of M/s ABC Limited intend to incorporate an NBFC. They have approached you to comment, in a letter form, what conditions are imposed under the Companies Ordinance, 1984 for incorporation and commencement of business of an NBFC.

08

(b)

08

Q. 5 (a)

(i) Explain the section 204A of the Companies Ordinance, 1984 relating to the appointment of company secretary.

02

(ii) List any four non-secretarial functions of a company secretary.

02

(b)

Draft a notice of an extraordinary general meeting containing a resolution for the issuance of bonus shares in the ratio of 10 shares for every 100 shares held (i.e., 10%) as declared and recommended by the Board of Directors.
[Note: Students are not required to write NOTES to the notice nor the statement under section 160 (1) (b) of the Companies Ordinance, 1984.]

08

Q. 6 (a)

What is included in the agenda of a general meeting in respect of ordinary business?

06

(b)

State the functions of Central Depository Company.

06

THE END

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INSTITUTE OF COST AND MANAGEMENT ACCOUNTANTS OF PAKISTAN Fall (Winter) 2009 Examinations
Tuesday, the 24th November 2009
CORPORATE LAWS & SECRETARIAL PRACTICES (S-403) STAGE 4

Time Allowed 2 Hours 45 Minutes

(i) (ii) (iii) (iv) (v) (vi) (vii)

Maximum Marks 80

Attempt ALL questions. Answers must be neat, relevant and brief. 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 on the top cover of answer script CAREFULLY before attempting the paper. Use of non-programmable scientific calculators of any model is allowed. DO NOT write your Name, Reg. No. or Roll No. anywhere inside the answer script. Question No.1 Multiple Choice Question printed separately, is an integral part of this question paper.

SECTION - A Q. 2 The Memorandum & Articles of Association of a company are fundamental and regulatory documents respectively. (a) In the light of the above statement you are required to show at least five distinctions between the two documents. Quality Office Furniture Limited is a well established company and presently is reviewing the objects clauses in the Memorandum of Association which contains the following provisions: Object 1: Object 2: Object 3: The company shall carry on the business of retailing office furniture. The company may borrow money in such amounts as the directors consider appropriate. The above shall each be regarded as separate and distinct objects.

Marks

(b)

The Board of Directors of Quality Office Furniture Limited has proposed that the company should cease acting as a retailer of office furniture, and should instead changeover as a retailer of computer games. To facilitate this change, the Board intends to obtain a bank loan of Rs.5,000,000 by offering the companys leasehold premises as security. As a finance director of Quality Office Furniture Limited prepare a report for the Board explaining the following: (i) Whether the companys object clauses facilitate the proposed change of business activity? (ii) How the Board should proceed changeover in accordance with the provisions of the Companies Ordinance, 1984? (iii) What matters should be considered by the Securities and Exchange Commission of Pakistan (SECP) before confirming the alteration in memorandum. Q. 3 (a) In the event of mismanagement of the affairs of a limited company, on what basis can the creditors of the company make representation to the Commission for appointment of administrator of the company? Elaborate how this will be accomplished under the corporate law? 5 5 5

14

(b)

Elucidate the differences between transfer and transmission of shares of a company. 1 of 2

6 PTO

SECTION - B Q. 4 (a) In accordance with the Securities and Exchange Commission of Pakistan Act, 1997 elaborate the following: (i) Can the commission suo motu conduct investigation of an offence under the Securities and Exchange Commission of Pakistan Act?

Marks

1 3 2

(ii) Elucidate the powers of the investigating officers of the commission. (iii) How far force can be used by the investigating officer to enter any place or building on his own? (b) Describe the books of accounts to be maintained by each member of stock exchange to ensure compliance with the Securities and Exchange Rules, 1971. In accordance with the Non-Banking Finance Companies (NBFC) Rules, 2003 elaborate the following: (i) NBFC (ii) Closed ended scheme (iii) Open ended scheme SECTION - C Q. 5 Assume you are the company secretary of Trito Limited, an established company for many years. The management is going to establish another company. The Chief Executive Officer/ Promoters of your company have desired you for an advice on the following matters: (a) (b) (c) Q. 6 (a) What is the minimum number of persons who may form a company? What is the minimum number of directors fixed by the law? How the first directors of a company are appointed and what is their terms of office? State the specific provisions as required by the Companies Ordinance, 1984 for keeping minutes of proceedings of general meetings and meetings of its directors. The 5th Annual General Meeting of Matrimax Limited was conducted on 25th August 2009 at the registered office of the company at 20 Hill Crow Road, Clifton, Karachi at 10.00 a.m. As a company secretary you were present at the meeting and recorded your draft notes on the following ordinary business transacted: (i) Consideration and adoption of annual audited accounts and balance sheet of the company as on 31st July 2009 and the Auditors and Directors report thereon.

(c)

2 2 2

3 3 6

(b)

(ii) Dividend declaration @ 10% being final dividend for the year ended 31st July 2009. Note: (The share transfer books of the company remained closed from 11th August 2009 to 25th August 2009, both days inclusive). (iii) Appointment and fixation of remuneration for the auditors M/s Javed, Leeman & Company, Chartered Accountants. Required: Draft extracts of minutes for the above transactions of the Annual General Meeting held on 25th August 2009. THE END 6

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INSTITUTE OF COST AND MANAGEMENT ACCOUNTANTS OF PAKISTAN Fall 2012 (February 2013) Examinations
Wednesday, the 20th February 2013
CORPORATE LAWS AND SECRETARIAL PRACTICES (LA-403)

Time Allowed 2 Hours 45 Minutes

(i) (ii) (iii) (iv) (v) (vi) (vii)

SEMESTER 4

Maximum Marks 90

Roll No.

Attempt ALL questions. Answers must be neat, relevant and brief. In marking the question paper, the examiners take into account clarity of exposition, logic of arguments, effective presentation and language where appropriate. Read the instructions printed on the top cover of answer script CAREFULLY before attempting the paper. DO NOT write your Name, Reg. No. or Roll No. anywhere inside the answer script. Question No.1 Multiple Choice Question printed separately, is an integral part of this question paper. Question Paper must be returned to invigilator before leaving the examination hall. Marks

Q. 2

(a)

List down the particulars of subscribers required to be given in the memorandum of association of a company limited by shares. What additional particulars required to be specified by a person other than a natural person? XYZ Group is planning to shift the registered offices of three (3) of its companies (i) A Limited from Lahore to Islamabad, (ii) B Limited from Hyderabad to Karachi and (iii) C Limited from Peshawar to Multan. They are interested to know whether it would be necessary to seek confirmation of the Commission at any stage of the process of this shifting. What is the provision of law in this regard? Whether confirmation of the Commission would be required or not in the given situations? Discuss. A public limited company is in process of changing its name and has completed the required process till passing of special resolution in the meeting of shareholders. Briefly mention the steps involved to complete rest of the process. List down the documents required to be submitted with application to the registrar for seeking approval of the Commission for the change of name. The court can declare the proceedings of a general meeting or part thereof as invalid in some circumstances. Describe the voting power needed by a member to move a petition in this regard, the nature of grounds and the time available for the purpose thereof. (i) What would be the status of a contract made by a company before the date at which it becomes entitled to commence its business? (ii) Section 4 of the Companies Ordinance, 1984 provides that the Ordinance does not apply to certain corporations. Specify them. (iii) What alternatives are available for presiding a general meeting when chairman of the board of directors is unwilling to act as chairman due to his personal reasons?

06

(b)

05

(c)

08

Q.3

(a)

04

(b)

02

03

03

(c)

The general meeting of a non-listed public limited company is scheduled to take place at its registered office at 10:30 a.m. At that time two of its members are present personally who represent 7% and 8% respectively of the total voting power on their own account plus proxies. PTO

CLSP-Feb-13

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Marks

(i) Discuss the requirement of the Companies Ordinance, 1984 with regard to minimum quorum in the given situation. (ii) Whether the quorum requirement would have been different in case it was a private limited company? (iii) State your opinion whether the Articles of Association of a company can prescribe a larger number of quorum than the one given in the Companies Ordinance, 1984. (iv) Discuss the requirement of Companies Ordinance, 1984 for holding of a general meeting where due quorum is not present at the appointed time.

03 02

01 03

Q. 4

(a)

Discuss the following in terms of Single Member Companies Rules, 2003: (i) Nominee Director and Alternate Nominee Director. (ii) Actions that a nominee director is required to take upon death of the single member. (iii) Can the sole director become the company secretary? 04

05 01

(b)

Discuss the following in terms of Code of Corporate Governance: (i) Audit Committee frequently discusses the issues relating to accounts and audit in its meetings. Who else are required to attend such meetings? (ii) Audit Committee is also required to hold two exclusive meetings at least once a year. Identify with whom those meetings are held and who are excluded to attend the meetings. (iii) After the recent changes in the Code of Corporate Governance, one more committee of the board of directors is to be constituted in addition to the Audit Committee. Name the other committee.

02

02

01

(c)

The Companies (Issue of Capital) Rules, 1996 impose four (4) conditions for a company to issue shares for consideration other than cash. Describe those conditions.

05

Q. 5

(a)

The Non-Banking Finance Companies (Establishment & Regulation) Rules, 2003 specifies the qualification and experience requirements for the positions of internal auditor in non-banking finance companies. Describe the following in this regard: (i) The qualification(s) applicable to internal auditors. (ii) The extent of experience required. (iii) To whom the internal audit functions can be outsourced? 02 01 02

CLSP-Feb-13

2 of 3

Marks

(b)

The Religious Board plays an important role in Modaraba business. Describe its composition, requirements for its members, appointing authority, tenure and filling of the casual vacancies as per section 6 of the Modaraba Companies and Modaraba Rules, 1981.

05

Q. 6

(a)

(i) The general meeting of a company was scheduled on 31st August 2012 but had to be adjourned because due quorum was not present. A resolution was passed in the adjourned meeting that was subsequently held. Specify the relevant provision under the Companies Ordinance, 1984 regarding the date on which resolution would be treated as passed. (ii) Discuss the term dividend warrant by differentiating it with dividend under the Companies Ordinance, 1984 and also list down the particulars required to be annexed to each dividend warrant.

02

05

(b)

One of your friends has reviewed the notices of annual general meetings (AGMs) of about a dozen public limited companies which have been incorporated in the year 2010. He observed that the 1st annual general meetings of all those companies were held in the year 2011 and 2nd annual general meetings were held in the year 2012. He noted that agenda items of the companies include four ordinary businesses as mentioned in the section 160 (1) (b) of the Companies Ordinance, 1984. He also observed the following: (i) Two of the ordinary businesses were common and discussed in both the meetings. (ii) One of the businesses was transacted in the 1st annual general meeting but not in the 2nd annual general meeting. (iii) The remaining one did not follow any fixed pattern i.e., it was transacted in either 1st or 2nd meetings, both or none of the two.

Required: Identify the ordinary business items related to each observation at (i), (ii) and (iii) above. Also substantiate the reasons. (c) Describe the following with regard to circulation of a notice by a company to its members: (i) (ii) (iii) (iv) Manner in which notices are forwarded. Notice to a foreigner who has not supplied any address within Pakistan for the purpose. Notice to joint-holder. Will an accidental omission to give notice would invalidate the proceedings of the meeting? 02 02 01 01 07

THE END

CLSP-Feb-13

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INSTITUTE OF COST AND MANAGEMENT ACCOUNTANTS OF PAKISTAN Fall (Winter) 2008 Examinations Tuesday, the 25th November 2008

CORPORATE LAWS & SECRETARIAL PRACTICES (S-403) Stage- 4 / Professional-II

Time Allowed 2 Hours 45 Minutes (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, presentation and language. (iv) Read the instructions printed on the top cover of answer script CAREFULLY before attempting the paper. (v) DO NOT write your Name, Reg. No. or Roll No. anywhere inside the answer script. (vi) Question No.1 Multiple Choice Question printed separately, is an integral part of this question paper.
MARKS SECTION A

Maximum Marks 80

Q.2 (a) Briefly describe the conditions subject to which a company may issue shares to the public on premium. (b) List down the purposes for which a company is allowed to use share premium account. (c) Can a company having share premium account originating before commencement of the Companies Ordinance, 1984, use it thereafter in writing off the expenses of any issue of shares or debentures of the company? Q.3 (a) Rights of members have been provided in different provisions of the Companies Ordinance, 1984, which they may exercise individually and collectively. Describe at least twelve such rights in consolidated form, without quoting the relevant sections of the Ordinance. (b) Narrate the circumstances under which membership of a shareholder is terminated.

12

10

10
PTO

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MARKS SECTION B

Q.4 (a) What are the powers and functions of the Securities and Exchange Commission of Pakistan (SECP) as specifically provided in the Securities and Exchange Commission of Pakistan Act, 1997? Describe briefly. (b) When conflict of interest is deemed to arise for a commissioner of SECP or member of policy board of SECP under the Securities and Exchange Commission of Pakistan Act, 1997? (c) How a commissioner or member is supposed to disclose conflict of interest?

SECTION C Q.5 (a) Draft notice for calling 12th Annual General Meeting (AGM) of ABC Limited on 15th December, 2008 for transacting ordinary business of the company (which should be specified in the agenda). (b) Draft resolution by circulation of the directors for removing Mr. A, one of the directors. Q.6 (a) What kind of actions the promoters have to take before incorporation of a company? Narrate. (b) Describe briefly the documents that are required for the incorporation of a company.

THE END

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INSTITUTE OF COST AND MANAGEMENT ACCOUNTANTS OF PAKISTAN Spring (August) 2012 Examinations
Saturday, the 1st September 2012
CORPORATE LAWS & SECRETARIAL PRACTICES (S-403) STAGE 4

Time Allowed 2 Hours 45 Minutes

(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)

CMA/ CAM STREAM

Maximum Marks 80

Roll No.

Attempt ALL questions. Answers must be neat, relevant and brief. 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 on the top cover of answer script CAREFULLY before attempting the paper. Use of non-programmable scientific calculators of any model is allowed. DO NOT write your Name, Reg. No. or Roll No. anywhere inside the answer script. Question No.1 Multiple Choice Question printed separately, is an integral part of this question paper. Question Paper must be returned to invigilator before leaving the examination hall.

SECTION A Q. 2 (a) Suppose you have recently been appointed as an assistant to company secretary of Pearl Pakistan Limited. It is Tuesday 31st January 2012, your first day in the company. On your desk there was a note marked urgent attention required from your company secretary. The note reads as follows: Mr. Subhan, one of the directors has put some queries related to the Companies Ordinance, 1984. I am forwarding it to you to be answered till tomorrow. Feel free for any help. (i) Differentiate between a shareholder and a member.

Marks

Required:

03 02 03

(ii) What do you mean by chief executive? (iii) What is redeemable capital? (b) Josh-n-Josh Limited has nine (09) directors on the board. The term of present board of directors will expire on September 30, 2012. As a company secretary, list down the steps that you will take for filing of casual vacancy in board of directors (BOD). Mr. Tanveer one of the directors of Zest Limited is leaving for vacations on March 01, 2012 and intends to return to Pakistan on July 01, 2012. Can the board of directors appoint another person in his place to act as director during his absence, and if so, under what conditions? Under section 167 of the Companies Ordinance, 1984, state the provisions related to demand for poll.

05

(c)

02

(d)

06

Q.3

(a)

The directors of Zeal Limited, which closes its accounts in December, have refused to proceed for calling an extra ordinary general meeting within twenty one days of receipt of requisition. What course of action is available to the members of the said company? As per the requirements of the Companies Ordinance, 1984, every company is required to maintain certain statutory books / registers. List out such statutory books / registers. {any twelve (12)}

03

(b)

06 PTO

CLSP-Aug.2012

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Marks (c) Explain whether or not the following statements are in accordance with the provisions of the Companies Ordinance, 1984. Substantiate your answer with reasons: (i) A director elected under section 178 of the Companies Ordinance, 1984 shall hold office for a period of five years unless he earlier resigns, becomes disqualified from being a director or otherwise ceases to hold the office.

02

(ii) The first chief executive of the company retires on completion of one year. The subsequent chief executive must be appointed by the shareholders within 30 days from the date of retirement of the first chief executive. (iii) A company limited by shares cannot issue securities outside Pakistan. (iv) Any two or more persons associated for any lawful purpose may, by subscribing their names to a memorandum of association and complying with the requirements of the Companies Ordinance, 1984 in respect of registration, form a public company. SECTION B Q. 4 (a) In accordance with the section 15A (1) of the Securities and Exchange Ordinance, 1969, No person shall indulge in insider trading. Elaborate insider trading with reference to section 15A (2) of the Securities and Exchange Ordinance, 1969. According to the section 21 of the Securities and Exchange Commission of Pakistan Act, 1997, the board possesses powers and performs different functions to regulate the securities industries and companies etc. List down the functions and powers of the board provided under the above-mentioned section of the said Act.

04 02

02

06

(b)

09

Q. 5

Define the followings as per the Non-Banking Finance Companies Rules, 2003: (a) (b) Closed-end schemes Contingent liabilities SECTION C 02 03

Q. 6

(a)

You have recently been appointed as a company secretary of Hifaz Company which is going to be incorporated this year. Being a secretary of the company, explain the functions which you have to perform prior to the incorporation of the company. The account holders are able to settle their transactions within the CDS through four (4) types of accounts. Explain these accounts. Suppose you have been the company secretary of Sachal Limited and are asked by your board of directors to issue a notice of an extra ordinary general meeting of the company, to be held on September 29, 2012 to transact the following business: (i) To confirm the minutes of the 25th Annual General Meeting of the company held on 31st January 2012.

10

(b)

04

(c)

(ii) To elect minimum number of directors required for a public listed company. (Assume their names) (iii) To transact any other business with the permission of the chair. Required: Draft the notice of the said meeting. (Assume necessary details. Notes to the notice is not required) THE END
CLSP-Aug.2012

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INSTITUTE OF COST AND MANAGEMENT ACCOUNTANTS OF PAKISTAN Fall (Winter) 2010 Examinations
Friday, the 26th November 2010
CORPORATE LAWS & SECRETARIAL PRACTICES (S-403) STAGE 4

Time Allowed 2 Hours 45 Minutes

(i) (ii) (iii) (iv) (v) (vi) (vii)

Maximum Marks 80

Attempt ALL questions. Answers must be neat, relevant and brief. 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 on the top cover of answer script CAREFULLY before attempting the paper. Use of non-programmable scientific calculators of any model is allowed. DO NOT write your Name, Reg. No. or Roll No. anywhere inside the answer script. Question No.1 Multiple Choice Question printed separately, is an integral part of this question paper.

SECTION - A Q. 2 (a) Write short notes on the following: (i) Shareholders responsibilities (ii) Ultra Vires (iii) Underwriting (b) The Companies Ordinance, 1984 is not applicable to certain corporations. List them down. (c) Section 21 of the Companies Ordinance, 1984 empowers a company to alter its memorandum. List down the objects for which a company may alter its memorandum. Q.3 (a) Section 158 of the Companies Ordinance, 1984 provides various provisions regarding Annual General Meeting (AGM). You are required to mention: (i) When an AGM is required to be held? (ii) Can the time for holding AGM be extended? (iii) Where is an AGM required to be held? (iv) What are the various requirements for sending notice of the AGM to the shareholders? (b) (i) A company which was established recently had inadvertently been registered by a name that is prohibited by section 37 of the Companies Ordinance, 1984. What remedy is available for such company under section 38 of the Ordinance? (ii) Assuming that the aforesaid company was not registered by a name in contravention of section 37 of the Ordinance, how can it change its name as per section 39 if it so desired?

Marks

03 03 03

02

09

03 02 02

02

04

02

PTO

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(c)

As per section 111 of the Companies Ordinance, 1984 answer the following: (i) Can the liability of the directors be unlimited in a limited company? (ii) What is the responsibility of the directors or the members who propose a person for election or appointment to the office of directors in this regard? (iii) What action the promoters and officers of the company are required to take before aforesaid person accepts the office of directors or acts therein? SECTION - B

Marks 01

02

02

Q.4

(a)

In line with section 17 of the Securities and Exchange Commission of Pakistan Act, 1997, besides disclosure of interest by Commissioners and Members, who else is required to give written notice to the Commission, disclosing his interest in the matter which is to be discussed or decided by the Commission, the Board or the Committee. 05

(b)

State the reasons for disqualification of Members and Commissioners as provided in section 18 of the SECP Act, 1997. 04

(c)

Directors of A Limited are planning to establish a Non-Banking Finance Company (NBFC). They approached you to apprise them about eligibility conditions for establishment of a NBFC as enumerated in Rule 3 of the NBFC (Establishment and Regulation) Rules, 2003. SECTION C 07

Q.5

(a)

Suppose you have been the company secretary of Ammar Company Limited a listed company. Your company has declared 2nd interim cash dividend @ 35% in addition to first interim dividend of 40%. Board of Directors have asked you to draft a notice to be published in the newspaper, disclosing the dates during which share transfer books shall remain closed for determining the entitlement of second interim dividend. 06

(b) Mr. Haroon wants to form a company for which he needs to make/draft an application for seeking availability of name through manual process. Draft an application for Mr. Haroon addressing the same to the relevant authority. Q.6 Answer to the following in line with the Code of Corporate Governance: (a) (b) (c) (d) Who can be members of an Audit Committee? Can the internal audit function be outsourced to a professional firm? Who can be appointed as the secretary of the Audit Committee? Who would sign the Statement of Ethics and Business Practices developed by the Board of Directors of a listed company? (e) What is the difference between an Executive and a Non-executive director? THE END 02 02 02 03 03 06

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