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DISCLAIMER: These suggested answers including write-ups, tables, charts, diagrams, graphs, figures etc., are uploaded for the use of ICMA Pakistan members, students and faculty members only. No part of it can be reproduced,
stored in a retrieval system or transmitted in any physical/ or electronic form or by any other means including electronic, mechanical, photocopying, recording or otherwise without prior written permission of the ICMA Pakistan. The
suggested answers provided on and made available through the ICMA Pakistan’s website may only be referred, relied upon or treated as general guidelines and NOT a substitute for professional advice. The ICMA Pakistan has
provided suggested answers on the basis of certain assumptions for general guidance of the students and there may be other possible answ ers/ solutions based on different assumptions and understanding. The ICMA Pakistan and its
Council Members, Examiners or Employees shall not be liable in respect of any damages, losses, claims and expenses arising out of using contents of these suggested answers. It is clarified that the ICMA Pakistan shall not be liable
to attend or receive any comments, observations or critiques related to the suggested answers.
SUGGESTED SOLUTIONS/ ANSWERS – FALL 2015 EXAMINATIONS 2 of 8
CORPORATE LAWS AND SECRETARIAL PRACTICES – SEMESTER-4
Marks
(c) Comments on Events/ Activities in the Light of Best Corporate Governance Practices: 08
1. As per the Code of Corporate Governance "independent director" means a director who is
not connected or does not have any other relationship, whether pecuniary or otherwise,
with the listed company, its associated companies, subsidiaries, holding company or
directors.
In the light of above definition allotment of permanent room will curb the independency of
an independent director. Excessive benefits show undue involvement of an independent
director in the affairs of the company. Therefore, for best practice of Corporate Governance,
independent director should not be given such type of incentives.
2. As per the Code of Corporate Governance, ‘non-executive directors’ are those who are not
from among the executive management team and may or may not be independent. They
are expected to lend an outside viewpoint to the Board of Directors of a company and do
not undertake to devote their whole working time to the company. The guiding factor in
distinguishing between executive and non-executive directors of a company is the extent of
their involvement in managing the affairs of the company.
In the light and guidance of the above definition of non-executive directors, he shall not be
involved in day to day affairs of the company. Therefore, reimbursement of rent-a-car bills is
against the best practice of Corporate Governance and transparency.
3. As per the Code of Corporate Governance ‘Executive directors’ are whole-time directors of
a company. Subject to section 200 of the Companies Ordinance, 1984 “ the terms and
conditions of appointment of a chief executive shall be determined by the directors or the
company in general meeting in accordance with the provisions in the company’s articles of
Association.
Keeping in view above provision CEO may use both the vehicles for his office as well as
personal if compensations and benefits are included in the terms and conditions of the
employment contract approved by the directors in the light of Articles of Association.
4. As the Chairman Hilton Company is also Chief Financial Officer (CFO) of Altamash Limited,
so question of conflict of interest may be raised, if he awards the material contract to
Altamash Limited due to his influence as chairman of Hilton Company without merit.
However, both the companies may be entered into contracts if the contracts are made at
arm length transactions. If any director on the Board has interest or conflict with any other
director on the board is created then such director should refrain to comment and cast his
vote in favour of the proposal. Such transaction is required to be approved by Board of
Directors.
Question No. 3
(a) (i) Eligibility/ Ineligibility to Become Director After Selling all Shares: 02
Mr. Zafar will remain Director of the company after selling of all shares as:
1. There is no condition to hold qualification shares in Articles of Association and,
2. He is an employee and whole time director of Burq Limited i.e., with reference to
section 187 ‘ineligibility of certain person to become director’ a person is ineligible
to become director if he is not a member. However, it is further provided in such
section, that it is not applicable for whole time director who is an employee of the
company.
DISCLAIMER: These suggested answers including write-ups, tables, charts, diagrams, graphs, figures etc., are uploaded for the use of ICMA Pakistan members, students and faculty members only. No part of it can be reproduced,
stored in a retrieval system or transmitted in any physical/ or electronic form or by any other means including electronic, mechanical, photocopying, recording or otherwise without prior written permission of the ICMA Pakistan. The
suggested answers provided on and made available through the ICMA Pakistan’s website may only be referred, relied upon or treated as general guidelines and NOT a substitute for professional advice. The ICMA Pakistan has
provided suggested answers on the basis of certain assumptions for general guidance of the students and there may be other possible answ ers/ solutions based on different assumptions and understanding. The ICMA Pakistan and its
Council Members, Examiners or Employees shall not be liable in respect of any damages, losses, claims and expenses arising out of using contents of these suggested answers. It is clarified that the ICMA Pakistan shall not be liable
to attend or receive any comments, observations or critiques related to the suggested answers.
SUGGESTED SOLUTIONS/ ANSWERS – FALL 2015 EXAMINATIONS 3 of 8
CORPORATE LAWS AND SECRETARIAL PRACTICES – SEMESTER-4
Marks
(ii) Vacation of office by the directors: 03
1. Objection of Chief Executive Officer is not valid, because as per section 188 (i) (b) a
director shall ipso facto cease to hold office if he absents himself from three
consecutive meetings of the directors or from all the meetings of the directors for a
continuous period of three months, whichever is the longer, without leave of absence.
2. In the case of Mr. Afzal, he only remained absent from two consecutives meetings
without leave of absence i.e. September and October. Therefore, he may attend the
meeting for the month of November.
DISCLAIMER: These suggested answers including write-ups, tables, charts, diagrams, graphs, figures etc., are uploaded for the use of ICMA Pakistan members, students and faculty members only. No part of it can be reproduced,
stored in a retrieval system or transmitted in any physical/ or electronic form or by any other means including electronic, mechanical, photocopying, recording or otherwise without prior written permission of the ICMA Pakistan. The
suggested answers provided on and made available through the ICMA Pakistan’s website may only be referred, relied upon or treated as general guidelines and NOT a substitute for professional advice. The ICMA Pakistan has
provided suggested answers on the basis of certain assumptions for general guidance of the students and there may be other possible answ ers/ solutions based on different assumptions and understanding. The ICMA Pakistan and its
Council Members, Examiners or Employees shall not be liable in respect of any damages, losses, claims and expenses arising out of using contents of these suggested answers. It is clarified that the ICMA Pakistan shall not be liable
to attend or receive any comments, observations or critiques related to the suggested answers.
SUGGESTED SOLUTIONS/ ANSWERS – FALL 2015 EXAMINATIONS 4 of 8
CORPORATE LAWS AND SECRETARIAL PRACTICES – SEMESTER-4
Marks
Question No. 4
(b) (i) After the death of Mr. Shahid, ZS (Private) Limited shall not become a single member 03
private limited company automatically, until Mr. Zahid does not fulfill the following
conditions:
1. Passes a special resolution for change of status and makes necessary alteration in
articles of association and obtains approval of SECP.
2. The company shall transfer shares in the name of single member within fifteen days of
the approval of the Commission and notify change in the board of directors on Form 29
within fourteen days from date of transfer of shares.
3. A certified copy of the order containing the approval, together with a notice and a
nomination of nominee directors shall be filed with the concerned registrar.
(ii) As the contract between ZS (SMC-Private) Limited and Mr. Zahid without a written 02
document, then the company shall ensure that the terms of the contract are immediately set
out in a written memorandum or are recorded in the minutes of the first meeting of the
directors of the company following the making of the contract.
Question No. 6
(a) Notice of Proposed Resolution: 04
In the light of section 164 of the Companies Ordinance, 1984 any member having not less than
ten percent voting power in the company may give notice of a resolution and such resolution
together with the supporting statement, if any, is required to be forwarded in such a way so as to
reach the company at least fifteen days before the meeting.
Mr. Kashif has 12% shares in the company, so he is entitled to submit the resolution to the
company. However, since the notice was given by him to the company on December 20, 2015,
i.e., not fifteen days before the meeting, therefore the company was not bound to circulate the
resolution.
DISCLAIMER: These suggested answers including write-ups, tables, charts, diagrams, graphs, figures etc., are uploaded for the use of ICMA Pakistan members, students and faculty members only. No part of it can be reproduced,
stored in a retrieval system or transmitted in any physical/ or electronic form or by any other means including electronic, mechanical, photocopying, recording or otherwise without prior written permission of the ICMA Pakistan. The
suggested answers provided on and made available through the ICMA Pakistan’s website may only be referred, relied upon or treated as general guidelines and NOT a substitute for professional advice. The ICMA Pakistan has
provided suggested answers on the basis of certain assumptions for general guidance of the students and there may be other possible answ ers/ solutions based on different assumptions and understanding. The ICMA Pakistan and its
Council Members, Examiners or Employees shall not be liable in respect of any damages, losses, claims and expenses arising out of using contents of these suggested answers. It is clarified that the ICMA Pakistan shall not be liable
to attend or receive any comments, observations or critiques related to the suggested answers.
SUGGESTED SOLUTIONS/ ANSWERS – FALL 2015 EXAMINATIONS 6 of 8
CORPORATE LAWS AND SECRETARIAL PRACTICES – SEMESTER-4
Marks
(b) SECP’s eServices: 04
SECP’s eServices is a web-based system accessible from anywhere in the world via definite
login ID and a password. It facilitates the corporate sector, practitioners, consultants and public
at large. We can apply for availability of name, incorporate companies and do e-filing of
statutory returns through this system.
Benefits of Using eServices:
It is much easier to file Applications/ Returns online.
Fee for online filing has been kept lower as compared to physical submission of documents.
It enables the promoters and other officers of the company to interact online using the
eServices portal, without visiting the Company Registration Offices (CROs) at the Securities
and Exchange Commission of Pakistan (SECP).
(c) (i) The Authority and Time Limit to Fix the Number of Director: 02
The directors of a company shall fix the number of directors of the company not later than
thirty-five days before the convening of the general meeting at which directors are to be
elected.
DISCLAIMER: These suggested answers including write-ups, tables, charts, diagrams, graphs, figures etc., are uploaded for the use of ICMA Pakistan members, students and faculty members only. No part of it can be reproduced,
stored in a retrieval system or transmitted in any physical/ or electronic form or by any other means including electronic, mechanical, photocopying, recording or otherwise without prior written permission of the ICMA Pakistan. The
suggested answers provided on and made available through the ICMA Pakistan’s website may only be referred, relied upon or treated as general guidelines and NOT a substitute for professional advice. The ICMA Pakistan has
provided suggested answers on the basis of certain assumptions for general guidance of the students and there may be other possible answ ers/ solutions based on different assumptions and understanding. The ICMA Pakistan and its
Council Members, Examiners or Employees shall not be liable in respect of any damages, losses, claims and expenses arising out of using contents of these suggested answers. It is clarified that the ICMA Pakistan shall not be liable
to attend or receive any comments, observations or critiques related to the suggested answers.
SUGGESTED SOLUTIONS/ ANSWERS – FALL 2015 EXAMINATIONS 7 of 8
CORPORATE LAWS AND SECRETARIAL PRACTICES – SEMESTER-4
Marks
(iii) (1) Assume all Retiring Directors and Messer Hamid, Jawad and Kamran have Filed 02
with the Company Notices of their Intention to Offer themselves:
ELECTION OF DIRECTORS
NOTICE UNDER SECTION 178(4) OF THE COMPANIES ORDINANCE, 1984
Members are hereby notified that pursuant to Section 178 (3) of the Companies
Ordinance, 1984, the following persons have filed with the company notices of their
intention to offer themselves for election of directors of the company at the
Extraordinary General Meeting to be held on March 31, 2016, Karachi:
1. Mr. Arif
2. Mr. Badar
3. Mr. Saleem
4. Mr. Dawood
5. Mr. Ejaz
6. Mr. Fawwad
7. Mr. Ghazi
8. Mr. Hamid
9. Mr. Jawad
10. Mr. Kamran
Since the number of persons who have offered themselves to be elected is more than
the nine number of directors fixed by the Board under Section 178 (1) of the
Companies Ordinance, 1984, therefore, the nine person to be elected among the
above mentioned persons at the forthcoming Extraordinary General Meeting.
(2) Assume all Retiring Directors and M/s Hamid and Jawad have Filed with the 03
Company Notices of their Intention to Offer themselves:
ELECTION OF DIRECTORS
NOTICE UNDER SECTION 178(4) OF THE COMPANIES ORDINANCE, 1984
Members are hereby notified that pursuant to Section 178 (3) of the Companies
Ordinance, 1984, the following persons have filed with the company notices of their
intention to offer themselves for election of directors of the company at the
Extraordinary General Meeting to be held on March 31, 2016, Karachi.
1. Mr. Arif
2. Mr. Badar
3. Mr. Saleem
4. Mr. Dawood
5. Mr. Ejaz
6. Mr. Fawwad
7. Mr. Ghazi
8. Mr. Hamid
9. Mr. Jawad
Since the number of persons who have offered themselves to be elected is not more
than the number of directors fixed by the Board under Section 178 (1) of the
Companies Ordinance, 1984, therefore, the above mentioned persons shall be deemed
to be elected at the forthcoming Extraordinary General Meeting.
DISCLAIMER: These suggested answers including write-ups, tables, charts, diagrams, graphs, figures etc., are uploaded for the use of ICMA Pakistan members, students and faculty members only. No part of it can be reproduced,
stored in a retrieval system or transmitted in any physical/ or electronic form or by any other means including electronic, mechanical, photocopying, recording or otherwise without prior written permission of the ICMA Pakistan. The
suggested answers provided on and made available through the ICMA Pakistan’s website may only be referred, relied upon or treated as general guidelines and NOT a substitute for professional advice. The ICMA Pakistan has
provided suggested answers on the basis of certain assumptions for general guidance of the students and there may be other possible answ ers/ solutions based on different assumptions and understanding. The ICMA Pakistan and its
Council Members, Examiners or Employees shall not be liable in respect of any damages, losses, claims and expenses arising out of using contents of these suggested answers. It is clarified that the ICMA Pakistan shall not be liable
to attend or receive any comments, observations or critiques related to the suggested answers.
SUGGESTED SOLUTIONS/ ANSWERS – FALL 2015 EXAMINATIONS 8 of 8
CORPORATE LAWS AND SECRETARIAL PRACTICES – SEMESTER-4
Marks
(iv) Assume Mr. Kamran has Withdrawn from Election One Day before the Meeting: 04
Draft Proceedings/ Resolution (Only Relevant to the Election) to be Passed:
In pursuant to Section 178 (3) of the Companies Ordinance, 1984, the following persons
have filed with the company notices of their intention to offer themselves for Election of
Directors:
1. Mr. Arif
2. Mr. Badar
3. Mr. Saleem
4. Mr. Dawood
5. Mr. Ejaz
6. Mr. Fawwad
7. Mr. Ghazi
8. Mr. Hamid
9. Mr. Jawad
10. Mr. Kamran
However, Mr. Kamran has withdrawn from election one day before the meeting, resultantly
the number of persons who have offered themselves to be elected is not more than the
number of directors fixed by the Board under Section 178 (1) of the Companies Ordinance,
1984, therefore, the above mentioned persons, except Mr. Kamran, were deemed to be
elected by passing the following resolution.
Resolution:
“Resolved that following members are hereby deemed to be elected as director of the
company for the period of three years commencing from April 1,2016:
1. Mr. Arif
2. Mr. Badar
3. Mr. Saleem
4. Mr. Dawood
5. Mr. Ejaz
6. Mr. Fawwad
7. Mr. Ghazi
8. Mr. Hamid
9. Mr. Jawad
THE END
DISCLAIMER: These suggested answers including write-ups, tables, charts, diagrams, graphs, figures etc., are uploaded for the use of ICMA Pakistan members, students and faculty members only. No part of it can be reproduced,
stored in a retrieval system or transmitted in any physical/ or electronic form or by any other means including electronic, mechanical, photocopying, recording or otherwise without prior written permission of the ICMA Pakistan. The
suggested answers provided on and made available through the ICMA Pakistan’s website may only be referred, relied upon or treated as general guidelines and NOT a substitute for professional advice. The ICMA Pakistan has
provided suggested answers on the basis of certain assumptions for general guidance of the students and there may be other possible answ ers/ solutions based on different assumptions and understanding. The ICMA Pakistan and its
Council Members, Examiners or Employees shall not be liable in respect of any damages, losses, claims and expenses arising out of using contents of these suggested answers. It is clarified that the ICMA Pakistan shall not be liable
to attend or receive any comments, observations or critiques related to the suggested answers.