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ICMA.

Pakistan

Time Allowed: 02 Hours 30 Minutes

MODEL PAPER
CORPORATE LAWS AND
SECRETARIAL PRACTICES (BLE-403)
SEMESTER-4

Maximum Marks: 70

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, language and use of clear diagram/ chart, where appropriate.

(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.1

The first question printed separately comprises 30 MCQs of one (1) mark
each having allowed time of 30 minutes is an integral part of this question
paper.

Q.2

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:

Required:
(a)

(b)

(c)

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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.

07

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?

02

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?

03

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

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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:

(b)

Q. 4

(i)

Legal provisions relating to, challenge of AGMs proceeding in the court.

05

(ii)

Validity of the act of the Director, if the defect in the appointment is discovered.

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

As per provisions contained in the Companies (Issue of Capital) Rules, 1996 answer the
following:

Required:
(a)
(b)

Q.5

List down any five items which are not included in computation of free reserves.

06

Specify any five conditions to be complied with by a listed company for issuing right
shares.

10

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:

Required:
(a)

(b)

Q. 6

(a)

(b)

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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.

05

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.

07

Define the term Housing Finance Services as per the Non-Banking Finance
Companies (Establishment and Regulation) Rules, 2003.
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.

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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.

Required:

(b)

(i)

Draft the opening paragraph for inclusion in the above statement.

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(ii)

Draft any four statements relating to directors/board of directors for inclusion in


the above statement.

08

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.

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THE END

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

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