9.

Investments, deposits, contracts and Dividends Page 31

Ch # 9: Investments, deposits, contracts and dividends

Q# ICAP recommended solution

S.19 (a) Following information should be disclosed since WLL’s project has not commenced operations:
(Q.2) (i) Description of the project and its history since conceptualization;
(ii) Starting date and expected date of completion of work;
(iii) Time by which such project shall become commercially operational;
(iv) Expected time by which the project shall start paying return on investment; and
(v) Funds invested or to be invested by promoters, sponsors, associated company or
associated undertaking distinguishing between cash and non- cash amounts.

(b) As per the requirements of Companies (Investment in Associated Companies or Associated

Undertakings) Regulations, 2017, in case of a shariah complaint financing, transactions shall be
structured in such a way that the rate of return on such facilities is not less than that higher of
- That earned by Islamic Banks or Islamic Financial Institutions in Pakistan on similar facilities during
equivalent time period; or
- Borrowing cost of the investing company

If these terms can be met, then the said financing can be arranged.

W.18 (a) In case any decision to make investment under the authority of a special resolution is not fully
(Q.2a) implemented in line with the approval of members till the holding of subsequent general meeting,
the status of decision shall be explained to the members through a statement having the following
details namely:
(i) total investments approved;
(ii) amount of investment made to date;
(iii) reasons for deviations from the approved timeline of investment, where investment decision
was to be implemented in specified time; and
(iv) material change in financial statements of associated undertaking since date of resolution
passed for approval of investment.
In addition to the above, latest annual audited financial statements along with the latest interim
financial statements of Star Limited, if any, shall be made available for inspection of the members
in the general meeting called for considering investment decision in such associated undertaking.

S.18 (a) Investor Education and Awareness Fund (“Fund”) is managed and controlled by the Commission
(Q.10a) as may be prescribed through rules.
The Fund shall be credited with:
(i) the interest/profit earned on the “Companies Unclaimed Instruments and Dividend and
Insurance Benefits and Investors Education Account”;
(ii) forfeited amounts by the Commission whereby person making public offer of securities make
a false or fictitious application;
(iii) grants or donations given by the Federal Government, Provincial Governments, companies, or
any other institution or person for the purposes of the Fund;
(iv) the interest or other income received out of the investments made from the Fund;
(v) Funds remaining with the official liquidator/liquidator of a company licensed under S.42 if
those funds are not transferred to S.42 company having similar or identical objects due to any
reason; and
(vi) such other amounts as may be prescribed.

W.17 Would be uploaded in due course Insha’Allah

(Q.4) (It’s a numerical needs reworking)

S.17 Duck Limited can receive or utilize the amount on account of security deposit against a
(Q.3b) contract in writing only. Duck Limited (DL) shall deposit all the amount received on account of deposit
in a special account with a scheduled bank

S.17 Would be uploaded in due course Insha’Allah

(Q.5) (It’s a numerical needs reworking)
9. Investments, deposits, contracts and Dividends Page 32

W.16 General conditions to be complied by PL:

(Q.1) (i) Since interest on previous loan is outstanding from AL, PL may grant further loan only if
repayment of such loan is rescheduled after approval of special resolution of members of PL.
(ii) The investment shall be made within twelve months from the date of passing of special
resolution.
(iii) There shall be an agreement in writing and such agreement shall inter-alia include the
terms and conditions specifying the nature , purpose , period of the loan, rate of interest,
mark-up, profit, penalty clauses in case of default or late repayments and security for the loan
in accordance with the approval of the members in the general meeting.
(iv) Interest shall be recovered periodically by PL in line with the standard terms normally
applied by the commercial banks.
(v) Interest rate on TFCs is in line with the prevalent market interest rate so no adjustment is required
in this regard.

W.15 Since decision to make investment of Rs. 100 million approved by the shareholders of Nihal
(Q.7) Limited in their last annual general meeting has not been fully implemented, Nihal Limited
shall annex to the notice of the annual general meeting a statement explaining the status of the decision
along with the following details:
- Total investment approved;
- Amount of investment made to date;
- Reasons for deviations from the approved timeline of investment; and
- Material change in financial statements of associated company/undertaking since then.

S.15 In following cases, investment may not be made and held by company in its own name:
(Q.4b) (i) where the company has a right to appoint or get elected any person as a director of any other
company and a nominee of the company in the exercise of such right has been so appointed or elected,
the shares in such other company of an amount not exceeding the nominal value of the qualification
shares which are required to be held by a director thereof, may be registered or held by such company
jointly in its own name and in the name of such person or nominee, or in the name of such person or
nominee alone.
(ii) holding company may hold any shares in its subsidiary company in the name of its nominee or
nominees if and in so far as it is necessary so to do for ensuring that the number of member of the
subsidiary company is not reduced below seven in case it is a public company, or below two in case it
is a private company.
(iii) depositing with, or transferring to, or holding, or registering in the name of a central depository
any shares or securities investment made by the company

S.14 ABC Limited will have to comply with the following conditions while making any investments in the
(Q.1) subsidiary.
General conditions to be complied with under each options
(i) Pass a special resolution in the general meeting of the company.
(ii) The investment shall be made within a period of twelve months from the date of passing of special
resolution.

Conditions to be complied with in the case of option I (equity investment)

Since subsidiary is an unlisted company, the fair value of its shares shall be determined by a person
having such qualifications and experience and registered as a valuer in such manner and on such terms
and conditions as may be specified by the SECP (Sec 460 of Companies Act)

Share deposit money shall be transferred for equity investment only after announcement of the offer
for issue of shares by its associated company and in case shares are not issued within ninety days of
the transfer of share deposit money such share deposit money shall be treated as loan and
interest/mark up thereon shall be charged from the date of transfer of funds.

Conditions to be complied with in the case of Option II (funded and non-funded facilities)
(i) The company shall not invest in its associated company by way of loans or advances except in
accordance with an agreement in writing and in accordance with the approval of the members
in the general meeting;
(ii) ABC Limited shall charge and recover interest in line with the standard terms applied by the
commercial banks on similar facilities. Mark-up for the grace period is being charged at 50%
less than the normal which seems not in accordance with the standard terms normally applied.
It should be re-considered by ABC Limited.
9. Investments, deposits, contracts and Dividends Page 33

(iii) ABC Limited shall not extend to its subsidiary any loan for a period beyond one year provided
that members may approve renewal of such loan.
(iv) In case of unfunded facilities (i.e. for a guarantee), rate of return shall be determined based on
the rate of commission charged by commercial or Islamic banks on similar unfunded facilities.

W.11 (b) The following are the exceptions to the general rule:
(Q.12) (i) Where the company has a right to appoint or get elected any person as a director of any other
company and a nominee of the company in the exercise of such right has been so appointed
or elected, the shares in such other company of an amount not exceeding the nominal value
of the qualification shares which are required to be held by a director thereof, may be
registered or held by such company jointly in its own name and in the name of such person
or nominee, or in the name of such person or nominee alone.
(ii) A holding company may hold any shares in its subsidiary company in the name of its nominee
or nominees if and in so far as it is necessary so to do for ensuring that the number of members
of the subsidiary company is not reduced below seven in case it is a public company, or below
two in case it is a private company.
(iii) Depositing with, or transferring to, or holding, or registering in the name of a central
depository any shares or securities investment made by the company

W.10 (a) The Directors of the company are responsible to collect the contribution of the employees and
(Q.3) pay such contributions as well as the company's contributions, to the trustees of the provident fund
within fifteen days from the date of collection and thereupon the obligations laid on the company shall
devolve on the trustees and shall be discharged by them instead of the company.
The directors shall make sure that no portion of the contribution is utilized by the company except for
the breach of the contract of service by the employee, subject to giving prior notice to the employee
concerned.
It is the responsibility of the trustees to ensure that all the money deposited with a company by its
employees, contribution by the company or received or accruing by way of interest, profit or otherwise
from the date of the contribution, receipt or accrual, shall either
 Be deposited in a
- National Savings Scheme;
- Special account to be opened by company for the purpose in a scheduled bank; or
- (Where company itself is a scheduled bank) Special account to be opened by company for the
purpose either in itself or in any other scheduled bank; or
 Be invested in
- Government securities; or
- In bonds, redeemable capital, debt securities or instruments issued by a statutory body, units
of collective investment schemes registered as notified entities with SECP;
- In listed securities subject to conditions as may be prescribed by SECP

Where a trust has been created by a company with respect to any of these funds
 Company shall be bound to collect contribution of employees concerned and pay such
contributions + its own contributions to trustees within 15 days from date of collection
 Obligations of company shall devolve on trustees and shall be discharged by them instead of the
company.
 The trustees of provident fund, contributory pension or retirement fund shall have appropriate
representation from the members of the funds.