Professional Documents
Culture Documents
Suggested Answer
Certified Finance and Accounting Professional Examination – Winter 2022
A.1 (a) CL’s board has resolved to get shares of CL de-listed from PSX. It means that the board
has resolved for voluntary delisting of CL’s shares.
The minimum purchase price which should be notified to PSX for purchase of CL’s shares
is Rs. 64.22 per share, which is the highest of the following prices per share, as required
under the PSX Rule Book:
Rupees
(i) Market price as of date of notification i.e. 6 December 2022 61.50
(ii) Average market price (annualized) for last three years 62.00
(iii) Intrinsic value per share (W-1) 63.33
(iv) Earnings multiplier approach (W-2) 64.22
(v) Maximum price at which RL had purchased the shares in the
preceding one year from the open market 63.00
W-1:
Rs. 63.33 per share (Rs. 1,900 million ÷ 30 million shares) is the intrinsic value calculated on the
basis of the revalued amount of the CL’s assets as on 30 November 2022, determined by
the professional valuers, duly certified by a firm of chartered accountants, which is issued
within a period of three months.
W-2:
Rs. 64.22 per share [4.94(2.13+1.58+1.23)(W-3) (being higher than 4.73) × 13(W-4)] calculated
on the basis of earnings multiplier approach based on adjusted EPS of CL’s after tax profit
of last three years preceding the date of the notice given to PSX i.e. 6 December 2022 as
reported in its annual audited financial statements multiplied by current P/E ratio.
W-4: P/E ratio = current price ÷ actual EPS of the year 2022 = 61.5 ÷ 4.73 = 13
(b) The process of determining the final purchase price to acquire CL’s shares is as follows:
(i) CL shall notify PSX, immediately when board resolved to get shares of CL de-listed
from PSX along with the reasons thereof and minimum price at which the shares
are proposed to be purchased i.e. Rs. 64.22 per share [as determined in (a) above].
(ii) A formal application to PSX shall be made by CL for de-listing supported by
reasons thereof and the proposed purchase price i.e. Rs. 64.22 per share [as
determined in (a) above] along with non-refundable application fee of Rs. 500,000
to be paid by RL.
(iii) Final purchase price of shares to be de-listed shall be fixed with the approval of PSX
and will be determined/approved by the PSX’s board on its own or on the basis of
recommendations of PSX’s Voluntary Delisting Committee.
(iv) The decision of the PSX’s board will be communicated to RL, CL and shall also be
notified and announced immediately.
(v) RL will be required to convey acceptance/refusal to the purchase price approved
by the PSX’s board within 7 days of conveying of the relevant decision to them.
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ADVANCED CORPORATE LAWS AND PRACTICES
Suggested Answer
Certified Finance and Accounting Professional Examination – Winter 2022
SIL together with FBL shall have to file a petition in the Court for an order of mediation
against HRL, if they could make a prima facie case in this respect.
SIL’s responsibilities:
SIL together with FBL shall have to submit a plan of rehabilitation of HRL in the Court,
within thirty days after submission of the statement of affairs by HRL, upon the Court’s
directions.
SIL must ensure that rehabilitation plan submitted by it specifies following matters in
relation to HRL:
Claims and classes of claims against HRL;
Interests and classes of interests in HRL;
Claims and interests belonging to HRL;
Claims or interests that will or will not be impaired under the plan of rehabilitation;
Places of business of HRL, details of its assets and any security interests created over
such assets;
Particulars of HRL’s shareholders, directors and key management;
Scheme of implementation of the plan of rehabilitation of HRL.
On receiving the order from the Court, SIL and FBL shall provide the notice of the order
of mediation to all interested parties within three days through:
registered post, acknowledgement due or courier service; and
publication in one English language and one Urdu language daily newspaper of
wide circulation in the country.
SIL and FBL shall ensure that the notice of the order of mediation specifies the
appointment of mediator and mentions that any claims against, and interests in HRL,
must be filed with mediator within a period of fourteen days of publication of notice of
the order of mediation.
SIL shall provide necessary funds to allow the mediator to perform the functions under
the Corporate Rehabilitation Act, 2018.
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ADVANCED CORPORATE LAWS AND PRACTICES
Suggested Answer
Certified Finance and Accounting Professional Examination – Winter 2022
(b) The Court has the power to appoint an insolvency expert to act as sole or joint mediator(s).
The Court may consider appointing Zain Ali as mediator if he fulfills all of the following
conditions:
He is an insolvency expert having sound knowledge of insolvency practices of
Pakistan;
He is a professional having minimum experience of fifteen years in the field of
accountancy, banking, finance, law, management;
His name appears on the panel of insolvency experts maintained by the Commission
in consultation with the State Bank of Pakistan.
Determination of remuneration:
In the given scenario as the petition for an order of mediation is to be filed by SIL and
FBL being the qualifying creditors as discussed in (a) above, hence the remuneration of
mediator would be determined by HRL, SIL and FBL with mutual consent.
However, in case of disagreement between HRL, SIL and FBL remuneration of mediator
shall be determined by the Court.
A.3 The outward remittance of foreign exchange by LPL using the sources not permitted by the SBP,
raises the doubt that LPL may indulge in transfer of its property (i.e. its funds) out of proceeds
of crime that will lead to the offence of money laundering under the Anti-Money Laundering
Act, 2010 (AML).
Accordingly, if the prosecuting agency will appoint an officer for the investigation of LPL’s
affairs who would also make sure that LPL does not transfer any of its properties, whether
located within or outside Pakistan, till further notice, then under the AML, following would be
the risks related to LPL’s properties:
However, where the property seized is perishable in nature or subject to speedy and
natural decay, or when the expense of keeping it in custody is likely to exceed its value,
the Court may, on the application of the investigating officer, order immediate sale of the
property in any manner deemed appropriate in the circumstances.
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ADVANCED CORPORATE LAWS AND PRACTICES
Suggested Answer
Certified Finance and Accounting Professional Examination – Winter 2022
A.4 VPL holds 70.83% (850 ÷ 1,200) shares in SFL; therefore, VPL is holding company of SFL.
Further, VPL and SFL together holds 51.33% shares [30% (450 ÷ 1,500) + 21.33% (320 ÷ 1,500)] in
WFL which make WFL a subsidiary of VPL.
As per the decisions taken in the board meetings of VPL and its subsidiary SFL, it is established
that VPL wants to dispose of its subsidiary company i.e. WFL which is listed on PSX.
However, after sale of DL’s 21 million shares by the FG to the general public, FG’s
shareholding will be reduced to 49.33% (37 [= 58 – 21] ÷ 75 × 100), accordingly, after
listing, instead of PSCCG, it shall have to follow the requirements of the Listed
Companies (Code of Corporate Governance) Regulations, 2019 (CCG).
At present, DL has five board committees that are mandatory under the PSCCG.
Hence, after getting listed, DL may or may not continue to have the committees except
the Audit Committee and Human Resource Committee. Moreover, the Human Resource
Committee shall be captioned as Human Resource and Remuneration Committee as
required under CCG.
PSCCG requires that all members should be financially literate, however, no criteria of
literacy is prescribed. Hence, if any one out of four existing audit committee members
meets the above requirement, DL can continue with them, otherwise, DL shall have to
appoint at least one person fulfilling the above criteria.
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ADVANCED CORPORATE LAWS AND PRACTICES
Suggested Answer
Certified Finance and Accounting Professional Examination – Winter 2022
After the applicability of CCG, DL shall appoint a person as CFO who meets any of the
following criteria:
(i) He/she has at least three years of managerial experience in the fields of audit or
accounting or in managing financial or corporate affairs functions of a company
and is a member of ICAP or ICMAP;
(ii) He/she has at least five years of managerial experience in the fields of audit or
accounting or in managing financial or corporate affairs functions of a company
and is either a member of professional body of accountants whose qualification is
recognized as equivalent to post graduate degree by HEC of Pakistan or has a
postgraduate degree in finance from a university in Pakistan or equivalent
recognized and approved by the HEC of Pakistan;
(iii) He/she has at least seven years of managerial experience in the fields of audit or
accounting or in managing financial or corporate affairs functions of a company
and has a suitable degree from a university in Pakistan or abroad equivalent to
graduate degree, recognized and approved by the HEC of Pakistan.
A.6 (a) Under the provisions of the Banking Companies Ordinance, 1962 OBL’s liquid assets are
not sufficient to support borrowing from KBL on the proposed terms since its available
liquid assets are less than required 19% of demand liabilities. The position of OBL’s liquid
assets after proposed borrowing from KBL would be as follows:
Rs. in million
Total liquid assets as at 30 November 2022 (W-1) 2,635
Liquid assets required to be maintained @ 19% of demand liabilities
(19,400 (W-2) × 19%) 3,686
Liquid assets - shortfall (1,051)
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ADVANCED CORPORATE LAWS AND PRACTICES
Suggested Answer
Certified Finance and Accounting Professional Examination – Winter 2022
(b) Under the provisions of the Banking Companies Ordinance, 1962 a person who holds five
percent or more shares of a banking company, should obtain prior approval of the State
Bank of Pakistan (SBP) and should meet and continue to meet the fit and proper test of
the SBP.
Considering the above, the requirement to be fulfilled by Ali Saeed in respect of further
purchase of shares of BBL and OBL are as follows:
In case of noncompliance of (i) or (ii), SBP may dispose of Ali Saeed’s shares of OBL
either through PSX or public auction.
SBP’s aforesaid interim order may also deprive Ali Saeed during continuance of aforesaid
interim order from his following entitlements, if during that period OBL announce:
cash or stock dividends;
issue of further shares.
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ADVANCED CORPORATE LAWS AND PRACTICES
Suggested Answer
Certified Finance and Accounting Professional Examination – Winter 2022
A.7 (a) The name proposed for the new company i.e. “Pakistan Indonesia Development
Chamber” (PIDC) is not suitable, as consideration has not been given to the following
provisions of the Companies Act, 2017 and the Companies (Incorporation) Regulations,
2017:
(i) PIDC’s principal line of business i.e. marketing functions of various electronic
equipment, does not commensurate with its name, whereas it is mandatory that it
shall always commensurate with the name.
(ii) The word Chamber is allowed for those companies that is to be established as a
Trade Organization under the Trade Organizations Act, 2013. Since it is not the
intention to form a trade organization, the word ‘Chamber’ cannot be used in the
name.
(iii) New company’s name cannot contain name of two countries i.e. Pakistan and
Indonesia, since there is no indication that it is a Joint Venture of two governments
or companies or individuals of two relevant countries. Permission for registration
with such words may only be extended subject to submission of documentary
evidence to the satisfaction of the registrar to support the fact.
(iv) Since SL intends to issue new company’s 40% shares to the general public, it means
it will be incorporated as a public limited company. Hence, the name must contain
the word “Limited” as the last word of the name of the company.
(b) GL intends to issue shares to PL at Rs. 8 per share i.e. at a discount of Rs. 2 per share, in
that case it has to meet the following statutory compliances before issuance of shares:
Call board of directors meeting to get the approval for further issue of shares to PL
at a discount.
Send notice of general meeting along with proxy form and draft of special
resolution, 21 days before the date of general meeting.
Get the approval of members under special resolution to be passed in GL’s general
meeting for issue of shares at discount to PL, by specifying number of shares to be
issued (i.e. 12.5 million [= 100 million ÷ 8]), rate of discount (i.e. 20%), and
proposed price per share (i.e. Rs. 8 per share).
GL may get the special resolution passed by circulation signed by all the members
for the time being entitled to receive notice of a meeting, if its number of members
are not more than fifty.
After GL has passed a special resolution authorising the issue of shares to PL at 20%
discount, apply to the Commission for an order sanctioning the issue.
File the duly authenticated special resolution with the registrar within fifteen days
from passing thereof. The resolution shall be embodied in or annexed to every copy
of the articles issued after that date, if articles have been registered and shall keep
the record of copy of the resolution.
Obtain certification of statutory auditors confirming breakup value per share based
on assets (revalued not later than 3 years) or per share value based on discounted
cash flow is not more than Rs. 8 per share.
Issue shares within sixty days after the date on which issue is sanctioned by the
Commission or within such extended time as the Commission may allow.
Issue share certificates in physical form within thirty days after the allotment of
shares under the signature of GL’s authorized officer, in such manner and form as
may be specified.
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ADVANCED CORPORATE LAWS AND PRACTICES
Suggested Answer
Certified Finance and Accounting Professional Examination – Winter 2022
A.8 (a) Under the Foreign Exchange Manual (FEM), SEL’s banker would only be able to allow
the proposed remittances, once the banker gets the assurance that SEL complies with all
the terms and conditions specified in the FEM which are as follows:
Even after getting affirmative reply on all the above matters, SEL’s banker would still not
be able to approve the proposed remittances as the proposed remittances are beyond its
permitted limits that should have to be in line with the terms and conditions of “general
permission” specified under FEM which are as follows:
(ii) Limit on remittance to the branch for meeting the operational expenses:
SEL would be able to remit maximum USD 500,000 i.e. higher of USD 100,000 or
10% of its average annual export earnings of last three years i.e. USD 500,000
(=*USD 5,000,000 × 10%).
(The End)
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