Professional Documents
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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 answers/ 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 ANSWERS – SPRING 2015 EXAMINATIONS 2 of 9
CORPORATE LAWS AND SECRETARIAL PRACTICES – SEMESTER-4
Marks
(c) Persons who may Demand a Poll: 04
Before or on the declaration of the result of the voting on any resolution on a show of
hands, a poll may be ordered to be taken by the chairman of the meeting of his own
motion, and shall be ordered to be taken by him on a demand made in that behalf by the
persons or person specified below, that is to say:
in the case of a public company, by at least five members having the right to vote on
the resolution and present in person or by proxy;
in the case of a private company, by one member having the right to vote on the
resolution and present in person or by proxy if not more than seven such members
are personally present, and by two such members present in person or by proxy if
more than seven such members are personally present;
by any member or members present in person or by proxy and having not less than
one-tenth of the total voting power in respect of the resolution; or
by any member or members present in person or by proxy and holding shares in the
company conferring a right to vote on the resolution, being shares on which an
aggregate sum has been paid up which is not less than one-tenth of the total sum
paid up on all the shares conferring that right.
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 answers/ 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 ANSWERS – SPRING 2015 EXAMINATIONS 3 of 9
CORPORATE LAWS AND SECRETARIAL PRACTICES – SEMESTER-4
Marks
Q. 3 (a) Advice to the Board: 06
As per section 252 of the Companies Ordinance, 1984, the first auditor or auditors of a
company shall be appointed as under:
By the Directors:
The first auditor of the company shall be appointed by the directors within sixty days of the
date of incorporation of the company; and the auditor or auditors so appointed shall hold
office until the conclusion of the first annual general meeting.
By the Members:
If the directors fail to appoint first auditor(s), the members in general meeting may appoint
the first auditor or auditors within one hundred and twenty days of the date of
incorporation of the company.
By the Securities and Exchange Commission of Pakistan(SECP):
Where the first auditors are not appointed within one hundred and twenty days of the date
of incorporation of the company, the SECP may appoint a person to fill the vacancy.
On May 05, 2015, 65 and 34 days have lapsed since incorporation of M/s. Alfa (Pvt.) Ltd.,
and M/s. Beta (Pvt.) Ltd., respectively. In case of M/s. Alfa (Pvt.) Ltd., the time available
with the directors have lapsed and now the appointment will have to be made by the
members in their general meeting for which sufficient time is available (for calling general
meeting with 21 days’ notice). In case of M/s. Beta (Pvt.) Ltd., sufficient time is available
to make the appointment by the board of directors itself.
The appointment of auditors is notified to the registrar through Form-29 which has to be
filed within 14 days of the appointment.
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 answers/ 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 ANSWERS – SPRING 2015 EXAMINATIONS 4 of 9
CORPORATE LAWS AND SECRETARIAL PRACTICES – SEMESTER-4
Marks
(c) Conditions which a Company Required to be Complied with Owning Equity-Based 06
Projects:
The fixed capital expenditure shall be entirely financed by equity.
The project shall be appraised by a financial institution or a commercial bank or an
investment bank.
The appraisal report shall be accompanied by a certificate from the company’s
auditors confirming that:
The capital allocated to sponsors, foreign and local investors, if any, has been
fully paid; and
The land for the project has been acquired, letters of credit have been
established and shipment schedule of plant and machinery has been finalized by
the suppliers.
The issue shall be fully underwritten and the underwriters, not being the associated
companies, shall include at least two financial institutions, including commercial
banks and investment banks and the underwriters shall evaluate the project in their
independent due diligence reports.
The sponsors shall retain at least twenty-five per cent of the capital of the company
for a period of five years from the date of public subscription.
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 answers/ 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 ANSWERS – SPRING 2015 EXAMINATIONS 5 of 9
CORPORATE LAWS AND SECRETARIAL PRACTICES – SEMESTER-4
Marks
(ii) Explanation; Whether an Executive Director can Become the Member: 02
The Board of Directors of every listed company shall establish an Audit Committee,
of not less than three members including the chairman of the committee, who shall
preferably be an independent director. The committee shall comprise of non-
executive directors, the majority of whom shall preferably be independent directors.
There shall also be a Human Resources and Remuneration Committee of not less
than three members comprising of non-executive directors and preferably including
at least one independent director. The board may, in addition, include CEO as a
member of the committee. The chairman of the committee shall preferably be an
independent director.
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 answers/ 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 ANSWERS – SPRING 2015 EXAMINATIONS 6 of 9
CORPORATE LAWS AND SECRETARIAL PRACTICES – SEMESTER-4
Marks
(c) Inside Information: 03
Information which has not been made public, relating, directly or indirectly to listed
securities or one or more issuers and which, if it were made public, would be likely to
have an effect on the prices of those listed securities or on the price of related
securities;
In relation to derivatives on commodities, information which has not been made
public, accordance with accepted market practices on those markets; or
In relation to persons responsible for the execution of orders concerning listed
securities, information which is conveyed by a client to such person and related to
the client’s pending orders.
Responsibilities of Listed Companies to Disclose Inside Information: 04
{Any four (4) responsibilities @ 1 mark each}
Listed companies shall inform the public, in the manner specified by the Securities
and Exchange Commission of Pakistan (SECP), as soon as possible of inside
information which directly concerns the listed securities.
Listed companies may delay the public disclosure of inside information, in order not
to prejudice their legitimate interest, provided that such delay will not mislead the
public and provided that the company is able to ensure the confidentiality of the
information. The company shall inform the SECP of the decision to delay the public
disclosure of inside information forthwith.
Whenever a listed company or a person acting on its behalf, discloses any inside
information to any third party in the normal exercise of employment, profession or
duties, complete and effective public disclosure of that information must be made
simultaneously in the manner specified by the SECP.
Provided that the provisions shall not apply if the person receiving the information
owes a duty of confidentiality, regardless of whether such duty is based on a law
regulations, articles of association or contract.
Listed companies or persons acting on its behalf, must maintain and regularly update
a list of persons employed, under contract or otherwise in the manner specified by
the SECP, who have access to inside information, and provide such list to the SECP
whenever the SECP requests it.
Persons discharging managerial responsibilities within a listed company and, where
applicable, persons closely associated with them, shall notify the SECP of
transactions conducted on their own account relating to the securities of such listed
company in the manner specified by the SECP.
The Exchange shall adopt structural provisions, operating procedures and
surveillance techniques to detect and prevent insider trading and market abuse
practices, within such time as may be specified by the SECP and according to the
regulations made hereunder.
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 answers/ 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 ANSWERS – SPRING 2015 EXAMINATIONS 7 of 9
CORPORATE LAWS AND SECRETARIAL PRACTICES – SEMESTER-4
Marks
Q. 5 (a) Short-Term/ Medium Term and Long-Term Financing under Schedule XI of the Non- 08
Banking Finance Companies:
Treatment of
Classification Determinant Provisions to be Made
Income
1 2 3 4
Substandard: Where Rental, mark-up, Unrealized Provision of 25% of the
interest, profit or mark-up, difference resulting from the
principal is overdue by interest or outstanding balance of
90 day or more from the profit to be principal against the facility
due date. put in less the amount of Liquid
Suspense Assets realizable without
Account and recourse to a Court of Law
not to be and adjusted Forced Sale
credited to Value (FSV) of mortgaged,
Income pledged, leased or
Account collaterally held assets and
except when valued by valuers fulfilling
realized in prescribed eligibility criteria,
cash. in accordance with the
requirements provided in
Regulation 25.
Doubtful: Where Rental, mark-up, As above. Provision of 50% of the
interest, profit or difference resulting from the
principal is overdue by outstanding balance of
180 days or more from principal against the facility
the due date. less the amount of Liquid
Assets realizable without
recourse to a Court of Law
and adjusted FSV of
mortgaged, pledged, leased
or collaterally held assets as
valued by valuers fulfilling
prescribed eligibility criteria,
in accordance with the
requirements provided in
Regulation 25.
Loss: (a) Where Rental, mark- As above. Provision of 100% of the
up, interest, profit or difference resulting from the
principal is overdue by 1 outstanding balance of
year or more from the principal against the facility
due date. less the amount of Liquid
As above. Assets realizable without
(b) Where Trade Bills
(Import Or Export or recourse to a Court of Law
Inland Bills) are not paid and adjusted FSV of
or adjusted within 180 mortgaged, pledged, leased
days of the due date. or collaterally held assets as
(c) In case of Credit valued by valuers fulfilling
Cards where Rental, prescribed eligibility criteria,
markup, interest, profit in accordance with the
or principal is overdue requirements provided in
by 180 days or more Regulation 25.
from the due date.
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 answers/ 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 ANSWERS – SPRING 2015 EXAMINATIONS 8 of 9
CORPORATE LAWS AND SECRETARIAL PRACTICES – SEMESTER-4
Marks
(b) Power to Close Register: 02
A modaraba company may, on giving seven days previous notice by advertisement in
some newspapers circulating in the province in which the registered office of the
modaraba company is situated, close the register of Certificate holders for any time or
times not exceeding in the whole forty-five days in each year and not exceeding fifteen
days at any one time.
Q. 6 (a) (i) Decision taken by the Directors with regard to the Adjournment of the Meeting: 03
If within half an hour from the time appointed for the general meeting a quorum is not
present, the meeting,
if called upon the requisition of members, shall be dissolved.
in any other case, it shall stand adjourned to the same day in the next week at
the same time and place.
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 answers/ 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 ANSWERS – SPRING 2015 EXAMINATIONS 9 of 9
CORPORATE LAWS AND SECRETARIAL PRACTICES – SEMESTER-4
Marks
(b) Salman Fabrics Limited 08
Notice of 64th Annual General Meeting
Notice is hereby given that the 64th Annual General Meeting of Salman Fabrics Limited
will be held on Wednesday, September 23, 2015 at 10:00 a.m. at the registered office of
the Company situated at Salman House, I. I. Chundrigar Road, Karachi to transact the
following business:
Ordinary Business:
1. To confirm the minutes of the last annual general meeting.
2. To receive, consider and approve the Audited Accounts of the Company for the year
ended June 30, 2015 together with the Auditors’ and Directors Report thereon.
3. To consider and approve the payment of final cash dividend of 40% (Rs. 4.00 per
ordinary share of Rs. 10 /each) for the year ended June 30, 2015 as recommended
by the Board of Directors of the company.
4. To appoint Auditors of the company for the year ending June 30, 2016 and fix their
remuneration.
Special Business:
5. To discuss and seek approval of the shareholders of the following resolutions, with or
without modifications, in compliance with section 208 of the Companies Ordinance
1984, regarding investment in shares capital of Salman Food (Pvt.) Limited, an
associated company of Salman Fabrics Limited.
“Resolved that consent be and is hereby accorded to invest up to Rs. 50 million in the
shares capital of Salman Food (Pvt.) Limited by acquisition of up to 400,000 shares of
Rs. 100 each at price of Rs. 125 each.”
6. To consider any other business with the permission of Chairman.
(c) Filing of Documents through the SECP’s eServices Online Filing Facility: 05
On issuance of notification (S.R.O 593(I)/ 2014), the mandatory online filing regime now
encompasses:
All public companies ( listed and unlisted),
Private/ single member companies having paid-up capital of Rs. 50 million or above,
All companies not for profit licensed under section 42 of the Companies Ordinance,
1984,
Trade bodies,
Companies which have been incorporated through eServices online facility, or have
filed last return/ document through eServices.
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 answers/ 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.