INSTITUTE OF CHARTERED SECRETARIES OF BANGLADESH JANUARY 2022 (CHARTERED SECRETARY EXAMINATION EXECUTIVE LEVEL - 01 302 : COMPANY SECRETARIAL PRACTICE, Time allowed : 3 hours Total marks: 100 seding question no.-1. All questions carry equal marks. Different “ion must be answered in one place in order of sequence. leuses contained in the memorandum of association? As a Company’ procedure 10 alter the object clause of memorandum of ovisions of the Companies Act? company and the financial year of it ended on 31 December ‘pany Secretary regarding the holding of the Annual General nolding of AGM as per relevant provisions of the regulatory za Meeting and tt directives. GM/ Mr. X is one of the shareholders of XYZ Ltd.. a publicly listed company. The Annual General Meeting (AGM) of the said company is schedule to be held on 3" March 2022. In this context, Mr. X wants 10 exercise his voting rights before the scheduled AGM date. Can he do 50? If your answer is affirmative. (i) please describe the procedure as per the provisions ‘rules and regulations. (ji) state whether he can vote on every resolution placed before the meeting. (8+6+6)=20 WP oC 1¢ required quorum was not present within thirty minutes of the scheduled time for holding of an annual general meeting of 2 public limited company. Advise the Board in line with the of eerste Companies Act. 1994. “Za the Board of Directors of a Company delegate any of its power to others? Discuss. Vi X and his wife are the only two shareholders of a private limited company. They died in accident. Does the company come to an end? Discuss. X/ Mr. ¥, 2 director of the Company requested to the Board for a loan of Tk.10 lac for his partne’ship firm. Advise the Board under the provisions of the Companies Act, 1994,(4x5)=20 ae ly listed Company operating in Bangladesh the following situations have arisen. You are requjred to advise the company 1 One of the Directors of the Company’ has died and the Board of Directors wants to fill up the ‘acancy Mr. X. a Director of the Company wants to visit USA for around three months and he roposed to eppoint his brother namely Mr. Y in his place. Yes Chairman of the Audit Committee resigned from the Board on January 15, 2022, Tt rhe Board wants to appoint Mr. Z, an Executive Director of the Company, as the chairman of the Nomination and Remuneration Committee. (4x5)=20 4£/ State, with reason in brief, whether the following statements are true or false: ‘7 Company being an artificial person created by law also could be a citizen. ‘0 Statement in lieu of prospectus has to be filed by a private limited company. eo Conversion of a private limited company into a public limited company requires the consent of the court. TW Adherence to the Secretarial Standards framed by the Institute of Chartered Secretaries of Bangladesh is mandatory CY Only the Company Secretary is allowed to attend the Board meeting of a public listed company. (Sx4)=20 (Contd. P/2)[Page-2] a) Mr.Z.is director in two companies ~ ABC Limited and NYZ Limited. Mr. 2 attended Board meetings of these two companies on 22" August 2021 in the same building “Dream House” at2 p.m, and 5 p.m. respectively i, Can Mr. Z draw travelling allowance from both the companies? Is he entitled to receive sitting fees fully from both the companies b) Enumerate the contents of Management's Discussion and Analysis whieh forms part of the Board of directors” report as per the provisions of rules and regulation: ©) Define stock dividend? Sate the purpose and procedure for declaring stock dividend/bonus shares by the listed companies as stated in the BSEC Notification dated 30 June 2021. Who Mh are not eligible to declare stock dividend/bonus shares? (446410)-20 Write short notes on any four of the followin lide meeting; gible investors; ‘acation of office; &) ff Depository participants; «YW Registration of charges; f) Capital Market Stabilization Fund. (4x5)=20 THE END