Corporate Laws and Practices

Time allowed-3 hours

Maximum marks-100

[N.B.- Questions must be answered in English. Figures in the margin indicate full marks.
Examiner will take account of the quality of language and of the manner in which the
answers are presented. Questions of each section, as well as different parts (if any) of the
same question must be answered in one place in order of sequence.]

Section-1

Marks

1. (a) Discuss the provisions of section 150 of the Company Act, 1994 about the 4
Restriction on Commencement of Business.

(b) State the legal position of pre-Incorporation contracts. 4

(c) What contracts are required to be made under the Seal of a Company? 4

2. (a) What is a prospectus? Do all the companies issue prospectus and does it have any 4
alternative? If yes, what is that?

(b) A prospectus was issued on basis of the report of an expert who examined the 8
property purchased by the Company. If such report contains false statement of
facts which were relied upon by a shareholder, what will be the remedy, if any?

3. (a) Distinguish between floating charge and fixed charge. 4

(b) Enumerate the mortgages and charges which have to be registered under the 6
Company Act, 1994. Discuss the effects of non-registration.

4. (a) State the extent of liability of a director having unlimited liability whether 4
past or present, in case of member’s voluntary winding up of a limited liability
company.

(b) Discuss the requirements of law relating to filing of accounts of companies 4

operating in Bangladesh but incorporated outside Bangladesh.

(c) Discuss the powers of Liquidator of a company in voluntary winding up 4

proceedings to make a compromise with the creditors that they should accept
forty paisa in a taka i.e. 40% of their dues as full and final settlement.

(d) Distinguish between winding up of a company and dissolution of a partnership. 4

[Please Turn Over]

 2

Section II

5. (a) As envisaged in the Public Issue Rules, 1998 as amended up to date, 4

mention the various risk factors to be described in the Prospectus by IPO
aspiring public limited company and use of the proceeds of the IPO fund.

(b) Discuss the provisions of Appeals as provided in the Securities and Exchange 4
Commission Act, 1993.

(c) Discuss the provisions for submission of annual reports under the Securities 5
and Exchange Rules, 1987.

6. (a) State the requirements of minimum paid up capital and reserve fund of a bank 3
company imposed by Bank Company Act, 1991 as amended up to date.

(b) What restrictions are imposed on banking companies as regards loans and advances 5
as provided under section 27 of the Bank Company Act, 1991.

(c) Can Bangladesh Bank declare an auditor disqualified to audit any banking 4
company?

7. (a) Enumerate the provisions of the Insurance Act, 1938 relating to: 5

(i) Determination of premium; and

(ii) Collection of premium

(b) Differentiate between re-insurance and double insurance 3

(c) Why a contract of insurance is called a contract of indemnity? 3

8. (a) Under what circumstances Bangladesh Bank can cancel a licence to a banking 5
company? Cancelling a license is likely to aggravate the depositors
sufferings - enumerate your views.

(b) State the requirement of maintaining SLR and CRR under the Bank Company 4
Act, 1991. What are the consequences for failure of maintaining appropriate ratios?

(c) Discuss the restrictions for Bank Companies with regard to appointment of 5
Directors and Managing Director.

The End