B.

Company can issue redeemable term finance certificates by mortgaging the

property of the company to secure the said issue. The company shall need to
make an agreement in writing pursuant to the Companies Act, 2017 and after
fulfilling all the terms and conditions of the agreement, the company can obtain
loan from the said few identified individuals against the issuance of TFCs.

C. Pursuant to Section 199 of the Companies Act, 2017, a company can obtain loan
from the associated company. However, as per subsection 4 of Section 5 of
Companies (Investment in Associated Companies or Associated Undertakings)
Regulations, 2017, the company cannot have affordable mark-up rate rather it
shall not be less than Karachi Inter Bank Offered Rate (KIBOR) for the relevant
period or the borrowing cost of the investing company, whichever is higher.

D. The company can obtain the Loan from the Director on the basis of participation
term certificates where he shall participate in the profit and loss of the company
through an agreed mechanism. However, the same shall require the approval
of members through special resolution by not less than a majority of three-fourth
of the members present in the meeting in person or proxy as per section 66 of
Companies Act, 2017.
There shall be a proper written contract in this regard as well containing the
information required by that section.

Answer 02 (C)

No provision of Companies Act, 2017, refrains any trust to buy the shares of a listed company
to enhance its resources for the welfare activities. Section 121 of the Companies Act, 2017 only
prohibits to enter the name of the trust in the register of the members that is to say, when the
name of trustee is mentioned as a shareholder, the company does not need to mention the name
of the beneficiary of the shares as well for such shares. but does not, in any way, prohibit the
purchase of the shares of a Listed Company by a trust.
Therefore, Mir Taqi Trust can make investment in the securities of the listed companies.
(Section 5 of Central Depositary Act, 1997 can be considered for the sake of its reference as
the CDC is deemed not to be a member of the issuer when its name is included in the register
of members.)

Answer 03 (A)

The equity of an NBFC includes paid-up ordinary share capital, preference shares which are
compulsory convertible into ordinary shares, general reserves, statutory reserves, balance in
shares premium account, reserves for issue of bonus shares, subordinated loans and un-
appropriated profits, excluding accumulated losses.
So, in our case the equity of Naseer Leasing Limited becomes: Rs. 2.8 Billion (assuming that
the Certificates of Deposits are compulsory to be converted into ordinary shares).

A). A maximum outstanding fund-based exposure by an NBFC to a single person

shall not at any time exceed fifteen percent of the equity of an NBFC which in
our case is equal to Rs. 420 Million. Since Akbar Associates had already
obtained the financing of Rs. 295 Million, therefore NLL can provide further
leasing facility to Akbar Associates up to Rs. 50 Million.

CFAP-02 Corporate Laws Aamir Shahbaz, FCA