CORPORATE LAWS AND a) IC M A SECRETARIAL PRACTICES [G4] =i 5, GRADUATION LEVEL =e Pakistan FALL 2016 EXAMINATIONS Tuesday, the 21st February 2017 Time Allowed: 02 Hours 50 Minutes ‘Maximum Marks: 90) Roll No. (Attempt all questions, i) Write your Roll No. in the space provided above. (ii) Answers must be neat, relevant and brief. itis not necessary to maintain the sequence, (Iv) Read the instructions printed inside the top cover of answer script CAREFULLY before attempting the paper. (v)__ In marking the question paper, the examiners take into account clarity of exposition, logic of arguments, effective presentation and language. (vi) DO NOT write your Name, Reg, No. or Roll No., or any irrelevant information inside the answer script (vil) Question No. 1 ~ “Multiple Choice Questions" printed separately, is an integral part ofthis question paper. (Question Paper must be returned to invigilator before leaving the examination hall EXAMINEES ARE ADVISED TO MANAGE SOLUTIONS/ ANSWERS WITHIN PROPOSED TIME Marks Question No. 2 Proposed Time: Min. 35| Total Marks : 18) (a) Mr. Ahsan, a shareholder of lied Limited, a public listed company, requested the company on February 08, 2017 to provide him a certified copy of the register of members. He visited the company’s registered office on February 22, 2017 and complained the Company Secretary that he has not been provided members’ register even statutory time within which the company is bound to entertain his request has been lapsed. Moreover, he requested the Company Secretary for inspection of members’ register during his visit. The Company Secretary did not allow Mr. Ashan to inspect members’ register and informed him that the company has announced closure of members’ register from February 15, 2017 to February 22, 2017 therefore, statutory time limit for supply of members’ register has not yet been lapsed and it will be provided to him within due course under the provisions of the Companies Ordinance, 1984 Required (i) Explain whether the company may deny the inspection request of Mr. Ahsan during his Visit or not. What time limit is allowed on daily basis for inspection of members’ register specified under the provisions of the Companies Ordinance, 1984? 02 (ii) Whether the objection of Mr. Ahsan as to lapse of statutory time for supply of member's register is valid or not? Discuss by stating the statutory time limit specified for supply of members’ register under the provisions of the Companies Ordinance, 1984. 03 (iii) Mr. Ahsan argued that the company may not close the members’ register without approval of the members. Elaborate how his argument can be responded in the light of power of company to close register within time period as specified under section 151 of the Companies Ordinance, 1984. 03 (b) Antal Limited, @ public limited company, has applied for listing of its shares on Pakistan Stock Exchange Limited (PSX). The Chief Executive Officer of the company has been found to have violated the Listing Regulations of any others! listed company on the PSX in which he had been the Chief Executive Officer. Required Whether Anfal Limited is eligible for listing on PSX? Explain by briefly stating the conditions where PSX shall not entertain the listing application of a company as specified under Clause 5.2.3 of the Listing Regulations (Rule Book of Pakistan Stock Exchange Limited). 05 cusP-Fet 2016 104 PTOMarks {c) Neelam Laboratories Limited (NLL), a public company is incorporated on August 01, 1950 and its shares are quoted on Pakistan Stock Exchange. The company is principally engaged in the manufacturing, importing and marketing of research based pharmaceutical, nutritional, diagnostic, diabetic care, and hospital and consumer products ‘The company has its official website in English language containing some general information about the profile, annual financial statements, and govemance of the company. On August 07, 2016, the Securities and Exchange Commission of Pakistan (the Commission) issued show cause notice to the Chief Executive Officer of the company, by stating as follows: “it was noticed that the company has, prima facie, contravened the directions of the Commission given vide the SRO 634 (I)/2014, dated July 10, 2014 (SRO-!) and SRO 1222 (2015, dated December 10, 2015 (SRO-lIl) as it did not provide complete information on its ‘website which was only maintained in English language without Urdu language version”. The company submitted reply to show cause notice through letter dated September 15, 2016, that majority of the shareholders of the company are well conversant with English language and they have no complain about the Urdu version of website. Moreover, despite the partial information, the website covers some significant information of the company therefore, no need of further mandatory and specific information to be placed on the company’s official website. Required (i) In the light of the Companies Ordinance, 1984, along with relevant SRO, discuss whether or not the NLL is allowed to have its official website in English language only and the information provided on its website is sufficient. Support your explanation by stating the relevant SRO. 03 (ii) Explain what course of action may be taken by the Commission against the company in case of non-compliance or make default in compliance with the requirements of Notification issued by the Commission. 02 in. 30 | Total Marks : 18, [Question No. 3 Proposed Tim {a) Excellent Packages, incorporated in USA, intends to establish a place of business in Pakistan, The Company Secretary approaches you and seeks your guidance for registration of a business place in Pakistan. Briefly explain the following queries in the light of the Companies Ordinance, 1984 Required ()) What is the statutory time period for registration a place of business in Pakistan and to whom itis to be informed? 02 (ii) What documents’ information are required to be delivered to concerned authority in Pakistan? 05 (b) Rising Star Limited (RSL) is a public company, intends for conversion of public limited ‘company into a private limited company. As a Company Secretary of RSL, briefly explain the procedure of conversion of public limited company into private limited company under the provisions of the Companies Ordinance, 1984. 07 {c) Every company shall before the 31st December of each calendar year deposit or invest, 10% of its deposits maturing during the year ending on the 31st December next following, as per the modes specified in the Rule 5 of the Companies (Invitation and Acceptance of Deposits) Rules, 1987. Enumerate such modes of investment which can be used by a company for its deposits. 04 cusP.res 2016 20f4[Question No. 4 (a) (b) Question No. 5 Proposed Ti (a) (b) (c) (a) Proposed Time: Min. 35 | Total Marks : 18, ‘Alteration in Object Clause of Memorandum of Association (memorandum) of Kamal Brothers Limited (KBL) has been completed on February 15, 2017. Now KBL is required to file an application for confirmation of alteration of the memorandum under section 21 of the ‘Companies Ordinance, 1984, After resignation of the Company Secretary of KBL, you are appointed as a Company Secretary of KBL and have to proceed the aforesaid application. Required In the light of the Companies (General Provisions and Forms) Rules, 1985, answer the following: (i) What is statutory time period for filing the application for confirmation of alteration of memorandum and to whom such application shall be submitted? (li) Draft an application, which shall contain all requisite information and documents, required under Clause 3 of the Companies (General Provisions and Forms) Rules, 1985 for confirmation of alteration of Memorandum of Association under section 21 of the Companies Ordinance, 1984 ‘The Board of Directors of Seven Star (Pvt. Limited approved the redemption of its preference shares and special resolution has already been passed by the shareholders of the company in the general meeting. Now the company is proceeding for the approval of the Securities and Exchange Commission of Pakistan (SECP) for redemption of its preference shares. As per section 85 of the Companies Ordinance, 1984, briefly explain the conditions to be complied with by the company for redemption of preference shares, other than the conditions requiring Board and shareholders’ approval and documents to be filed to the SECP. in. 35 | Total Marks : 18, (i) A listed company shall disclose to the public forthwith any price sensitive information relating to the company or its subsidiaries which has come to the company's knowledge and which would be material to an investor's investment decision. However, there are some relaxations where a listed company may, under its own responsibility, delay the public disclosure of price sensitive information. Briefly describe under what conditions a listed company may delay the disclosure of price sensitive information to public as specified in section 96 of the Securities Act, 2015, (ii) As per the Securities Act, 2015 there is a prohibition of insider trading, accordingly no person shall indulge in insider trading, Describe the situations which shall not be treated as insider trading under the Securities Act, 2015. Explain the term ‘Prohibited Agreement’ and describe any four agreements which are included in prohibited agreements under the Competition Act, 2010. You, a Chief Compliance Officer of leading bank, are invited by a professional institute to give a presentation on understanding of money laundering. Briefly enumerate for a presentation that when a person shall be guilty of offence of money laundering under the Anti-Money Laundering Act, 2010, Banks shall not pay any dividend on their shares unless and until, they meet the certain criteria and requirements as prescribed under the Prudential Regulations for Corporate! Commercial Banking. Briefly describe such criteria/requirements. cusP-Fet 2016 30f4 Marks 02 09 07 03 02 06 04 03 PTOMarks F Question No. 6 Proposed Time: Min. 35 | Total Marks : 18, {a) 19th Annual General Meeting (AGM) of Moon Stars Limited (MSL) will be held at registered office situated at MSL Tower, Lahore, on Friday, March 31, 2017 at 11:00 am, As a Company Secretary of MSL, draft a notice of AGM including all ordinary businesses. The notice of AGM shall clearly include the information and notes as specified in Schedule | of the Companies (E-Voting) Regulations, 2016. 08 (b) Mr. Azeem Khan along with another partner intend to register a private limited company with ‘Securities and Exchange Commission of Pakistan (SECP). They have already obtained Name availability from the Company Registration Office (CRO) through manual submission process. ‘Assume you are a Corporate Consultant and they have approached you to proceed further to get the company registered Required You are required to advise and convince Mr. Azeem Khan and his partner about the benefits of online registration and submission through SECP’s eService by explaining the following: (i) What is the economic advantage of online registration and submission for the company through SECP’s eServices? 02 (li) Suppose the aforesaid company is agreed for online registration through SECP’s eServices, briefly explain what would be the procedure to get User ID and Password in this case, as they have already obtained availability of the Company's Name from the CRO through manual submission. 05 (©) Briefly state what is the minimum qualification and time limit for appointment of a company secretary in a single member company. 03 THE END cusP.res 2016 4of4