0% found this document useful (0 votes)

2 views37 pages

Corporate Law Exam Questions Overview

The document outlines various topics related to corporate law and practice, including the roles and responsibilities of directors, procedures for appointing directors, and issues surrounding company governance. It presents case studies and questions from past examinations to illustrate legal principles under the Companies Act 1994. Key subjects include director resignation, appointment procedures, compensation for terminated directors, and compliance with corporate governance guidelines.

Uploaded by

adctg

We take content rights seriously. If you suspect this is your content, claim it here.

Available Formats

Download as PDF, TXT or read online on Scribd

0% found this document useful (0 votes)

2 views37 pages

Corporate Law Exam Questions Overview

Uploaded by

adctg

We take content rights seriously. If you suspect this is your content, claim it here.

Available Formats

Download as PDF, TXT or read online on Scribd

Corporate Law & Practice

CA Professional Level
Chapter Wise Previous Questions
Contents
Director ......................................................................................................................................................... 2
Dividend ...................................................................................................................................................... 10
Minute......................................................................................................................................................... 11
Partnership firm .......................................................................................................................................... 11
Meeting ....................................................................................................................................................... 12
Address Change .......................................................................................................................................... 16
Capital ......................................................................................................................................................... 17
Auditor ........................................................................................................................................................ 18
Various Issues relating to Company Act ..................................................................................................... 18
Corporate Governess & Securities and Exchange Commission .................................................................. 23
Bank ............................................................................................................................................................ 28
Insurance..................................................................................................................................................... 34

Sabuj Das I EY Page 1 of 36

Director
Nov-Dec 2017

3. (a) Presently, Alfa Company Limited (“the Company”) has three directors namely A, B and C.
Previously, the Company had five directors out of whom two directors namely D & E (close friends of C)
died in an accident. No other directors were appointed. According to Articles of Association of the
Company quorum for directors’ meeting is three. C resigned from the board due to the fact that his
views and recommendations are not considered by A & B. A & B intends to appoint M who is a
shareholder of the Company in the place of C. But C does not want to appoint M as a director of the
Company.

Requirements:
You are required to answer:
(i) When the resignation of C will be complete? 3
(ii) What procedures should A & B follow to appoint M as a director of the Company? 5

(b) A, B, C, D are four directors of ABC Company Limited, a private limited company, which has applied
to XYZ Bank Limited for a long term loan & in the loan proposal, it was shown that the company will be
converted into a public limited company. The land proposed to be acquired for the factory belonged to
three directors A, B and C value of which was shown as their contribution towards sponsors’ portion of
the capital in the financial plan. XYZ Bank Limited approved the loan with certain conditions which
included:

 The proposed land shall have to be transferred in the name of the company before signing of
the loan agreement.
 The company is to be converted into a public limited company.

Requirements:
i) What type of resolution will be required to approve the transaction; a board resolution or a
shareholders’ resolution? 3
ii) Can the directors allot shares to A, B, & C for consideration other than cash? 4

Assume that the four directors will continue & the quorum for the board meeting is three in the
company.

Sabuj Das I EY Page 2 of 36

May-June 2017

2. Mr. Ashiq is the Managing Director of ABC Company Limited who was appointed for a term of 5 years
on 01.04.2016 which expires on 31.03.2021. He was allowed the following Salary & Allowances per
month:

Basic Salary 2, 50,000/-

House Rent 1, 25,000/-
Medical Allowances 75,000/-
Other Allowances 50,000/-
Total monthly Salary & Allowances 5, 00,000/-

Apart from the monthly Salary & Allowances as above, Mr. Ashiq will be allowed a full time Official
Car, 2 festival Bonus equivalent to basic salary in two EID i.e. EID-UL-FITER and EID-UL-AZHA,
Leave Fare Allowance Taka 3,00,000/-once in a year and Yearly Incentives as per decision of the
Board.
The Company had a very good operating result in the last accounting year ended on 31stMarch
2017 which was 137% of Sales Target and 115% of Operating Profit Target. The board of Directors
was pleased to announce incentive bonus for the accounting year 2016-17 equivalent to 8 basic
salary and accordingly Managing Director received Taka 2,50,000 x 8 = 20,00,000/- as incentives.

While reviewing the company‟s performance by the Board of Directors on 07.05.2017, it was found
that April‟s performance is not satisfactory. Sales is 27% behind the proportionate sales target for
the years 2017-18 and Operating profit is only 79% against the proportionate target. Somehow
there arises some unwanted situation in the meeting and a clash begins between the Board member
and Managing Director of the Company. Continuation to that, the situation had gone so far and the
Board of Directors called an emergency meeting where the Managing Director was terminated
unanimously showing cause of non-performer w.e.f. 31.5.2017.

Now Managing Director has issued a letter to the Chairman of the Board of Directors to pay him a
compensation for his being terminated from the Office of the Managing Director. He has given a
draft calculation of his compensation as under:

Compensation from 01-06-2017 to 31-03-2018 (10 months) Tk. 5, 00,000 x 10 Tk. 50, 00,000/-
from 01-04-2018 to 31-03-2021 (36 months) Tk. 5,00,000 x 36 Tk. 1,80,00,000/-
Total Tk. 2, 30,00,000/-
Chairman of the Company including board of directors are simply surprised to see such claim of the
Ex-Managing Director. However, the Board of Directors approved an amount of Taka 20,00,000/- as
the compensation for loss of the Office of the Managing Director to avoid hitching and complexity.

Sabuj Das I EY Page 3 of 36

Required:
Give a legal opinion analyzing the situation in detail in accordance with Companies Act 1994 and
advise the amount of compensation, if any, that may be offered to the Ex-Managing Director Mr.
Ashiq for the loss of his Office. 12

4. APB Ltd. is a newly established public limited company where 12 directors where determined by
the subscribers to the Articles of Association of the Company as 1st Directors as per regulation 69
of Schedule-I of Company Act 1994. Mr. Rahman was elected as the Chairman of the Company in the
1st Board of Directors meeting.

The 1st Annual General Meeting of the company is scheduled to be held on 25th July 2017 at 10.00
am at Army Golf Club Dhaka. Due to complaints and dissatisfactions some of the powerful and
influential shareholders (total shareholders 25) against 6 directors in the Board, it was agreed
among the Directors that those 6 directors will retire from the board although regulation 79 of
Schedule-I requires to retire one third of the directors i.e. only 4 directors in each AGM.
Accordingly, 6 directors resigned in the AGM to avoid conflicts among the shareholders but the
shareholders failed to appoint any director in their place due to some unavoidable circumstances.
Chairman adjourned the meeting for 2 months and finally shareholders also failed to appoint
directors.

Required:
You are required to critically analyze the following situations regarding retirement and
appointment of Directors in the 1st Annual General Meeting of a new private limited company:
(i) Retiring of 6 Directors from the Board 4
(ii) The adjournment of AGM and failure to appoint or re-appoint directors to fill the vacancy 3
(iii) Consequences of non-appointment of Directors 3

5. MNP Ltd. is a public limited company comprising of 22 shareholders who are also directors. 21
shareholders each are holding @ 4.50 % share of the total holdings of the Company and another
Shareholder is holding 5.50%. In the last Board of Directors meeting, a resolution was passed
unanimously by the directors to go for IPO for an amount of BDT 500 million that will change its
present status to a “publicly traded company”. IPO management is involved in mount of sensitive
jobs and also requires many procedural changes or development inside the company and hence,
from making application to completion of the issue, requires high level consultancy to shape things
up professionally. Usually, IPO is managed by the companies through outsourcing or hiring a group
of professionals who manage the entire things with due care and caution professionally and their
efforts are to review and address all sorts of major issues like legal, organizational, financials,
accounting and internal control system etc. with the ultimate goal to make the IPO a success.
Moreover, as a publicly traded Company, it will face extra regulations on the part of Bangladesh
Securities & Exchange Commission and from DSE & CSE with whom its securities will be listed.

ABC Capital Management Ltd.- one of the most professional and reputed Issue Management firms in
this country- has been appointed as the „Manager to the Issue‟ of MNP Ltd. where you are working
as highly paid Compliance Manager. A bi-lateral meeting was called between ABC Capital

Sabuj Das I EY Page 4 of 36

Management Ltd. and MNP Ltd to discuss and resolve the compliance issues directly related to IPO
where all the senior officials from both the companies were present led by their Chairman.
Chairman of MNP Ltd. made the following emotional statement:

“22 of my family members & relative shareholders were encouraged and joined together to
incorporate this company under my leadership and influences. I am their trusted and respected
guardian and also most senior member of the family. Currently we have two committees namely
‘Board of Directors’ and an ‘Executive Committee’ with 10 members from the Board. I am afraid to
learn that we need to bring some organizational changes in our existing board following the
Corporate Governance Guidelines 2012 of Bangladesh Securities and Exchange Commission due to
changes of company status-to a publicly traded company. This is a challenging situation for us and I
realize that the issue will compel us to make unhappy some of our honorable shareholding
directors which is very embarrassing. I am not sure about the expected changes really knocking at
our door; however I have a series of questions in my mind regarding the fate of our board members
according to the Corporate Governance Guidelines 2012.

Required:
Your chairman has asked you to prepare a write up for the Chairman of MNP Limited highlighting
the following issues:
(i) Who are the Independent directors and who will appoint them and how? What is their
Qualification? How many Independent Directors to be appointed in my company? Is there any way
to change our Shareholding Director’s status to an Independent Director so that outside directors
could be avoided and I can at least make some of our directors cool by offering the position of
Independent Director? 10
(ii) Whether our existing board can continue with the same 22 number of directors? How many
directors we need to drop from the existing board? 3
(iii) What is the constitutional structure of Audit Committee and its role in the company? 5
(iv) What is the Certificate of Corporate Governance Compliance Reporting? 2

Nov-Dec 2016

1. The Articles of Association of ABC Company Limited has provisions to appoint maximum 7
(seven) directors where the company has currently 5 (five) directors. This is a private limited
company and all the directors are somehow related and the Chairman Mr. X has significant
influence over the Board. Mrs. Y, who is the wife of the Chairman, is the Managing Director of the
company. Chairman has two sons Ovi and Onik who are living and studying BBA in USA. Both Ovi &
Onik are required 1 year more to complete graduation and in the mean time they do not have
schedule to visit Bangladesh. Considering the ill health of the Chairman and many other factors, Mr.
X has long cherished desires to see his sons in the Board immediately upon completion of their
graduation. Considering the prevailing situation, Chairman does not want to wait for 1 year, rather
he has decided to bring an agenda item in the next meeting of the Board of Directors where Ovi and
Onik will be elected as Directors.

Sabuj Das I EY Page 5 of 36

As a Company secretary, you are required to brief the Chairman regarding appointment of Ovi and
Onik on the following points in line with the appropriate legal provisions saved by the Companies
Act, 1994:

(a) What category of directorship may be offered to Ovi and Onik if they arrive in Bangladesh day
before the Board Meeting? What are the conditions attached to such category of directorship; if
any? 4

(b) What are the legal formalities to be followed by Ovi and Onik to become Directors? Your
briefing should include pre and post directorship legal requirements. What is the penal provision
for non-compliances of legal requirements? 6

(c) If Ovi and Onik decide to come back to Bangladesh only after completion of their graduation
from USA what will be the legal consequences of their directorship? Brief with appropriate legal
provisions. What technique may help Ovi and Onik to avoid the legal complexity regarding long
absence from the Board and also remain as Directors? 5

May-June 2016
3. (a) A, B, C are the three shareholders and directors of a private limited company each holding
shares as follows:

A: 35%

B: 30%

C: 35%

A is the MD, B is the Chairman. A and B jointly operate the bank account and two directors form
quorum for board meeting. C is busy with his own business and C is not very much counted by A
and B. A and B decided to raise subscribed capital to further down size C‟s holding of shares to
below 25% and a right offer was duly made.

Is there any remedy to C who does not want to make further investment because such investment is
not safe so long A & B remain as the Managing Director and the Chairman? 6

(b) ABC Company Limited was incorporated with authorized share capital of Tk. 10,000,000
comprising of 1,000,000 ordinary shares of Tk. 10.00 each. There were four subscribers to the
memorandum. 250,000 shares were shown against each subscriber in the last page of M/A & A/A
to maintain equal rights. Each subscriber consented to take 250,000 shares in the company. The
articles stated that qualification of a director shall be holding shares of Tk. 25,[Link] Company
prepared its first accounts showing paid up capital Tk. 100,000 (Tk. 25,000 X4). This was done
since the subscribers did not have sufficient capital in their wealth statement to show investment of
Tk. 2,500,000 by each subscriber.

You are required to answer with proper argument in favor of your answer:

i) Whether the subscribers, who are directors, complied with the requirement of sec 92(1) (b)

Sabuj Das I EY Page 6 of 36

(ii) i.e. share taken from the company & paid or agreed to pay for qualification shares? 4

ii) What action needs to be taken by the directors to fulfill the requirement of section 97(1) of the
Companies Act, 1994 regarding the qualification share? 3

iii) What will be the consequence for not complying with the requirement of section 97(1) of the
Companies Act, 1994? 3

Question: 05

You are the company Secretary of TMO Limited- a publicly traded company where there are eight
directors in the Board. Director Mr. X is a member of a powerful family and has very strong political
connections. Attitudes and behaviours of Mr. X are very indecent and does not show any respect to
the other board members and employees of the company and it is difficult to maintain appropriate
environment in the Board. In the last Board meeting, Mr. X created an unwanted situation in the
Board. To get rid of the situation and Mr. X, Chairman personally invited all other six directors
(except Mr. X), CEO, DMD, CFO including you in a five star hotel to hold an emergency meeting
which will be followed by Dinner. The meeting unanimously agreed to terminate Mr. X from the
Board as a member and to appoint Mr. Y in his place by majority vote, in the upcoming Board of
Directors Meeting. After meeting, CFO paid the dinner bill of Taka 44,000/- which is within the
financial discretionary power of the CEO. As a Company Secretary, you are required to comment on
the following:

(a) Legal status and validity of such meeting in a five star hotel in absence of Mr. X after office hour . 2

(b) Decisions regarding termination of Mr. X and appointment of Mr. Y in the next Board of
Directors meeting by majority vote. 4

Nov-Dec-2015

4. You are the Company Secretary of SRT Ltd., a Public Limited Company engaged in textile &
garments business, where you are the witness of many inappropriate corporate politics inside the
board. As per the Articles of Association, the maximum number of directors is 9 and the board has
currently 8 directors. Meanwhile, whereabouts of a Director Mr. Y is unknown for the last six
months. During the period of his absence, 4 legally valid Board meetings (meeting no: 123, 124, 125
& 126) were convened. As directed by the Chairman, you have served notice to all the

Directors except Mr. Y for the 127th no. of Board of Directors Meeting to be held on 17/07/2014 at
11.00a.m. where three special agenda were included among others:

* To declare the office of director Mr. Y is vacated and appointment of Mr. K in place of Mr. Y who is
a nephew of the powerful Chairman.

* Appointment of Mr. L as a new director who is a son of the Vice Chairman.

Sabuj Das I EY Page 7 of 36

* To appoint Director Mr. Q in SRT Ltd. in the position of „Marketing Director‟ at a monthly salary &
allowances of BDT 5,00,000/- with immediate effect.

In that meeting, Mr. Y was by chance present and raised his strong voice against the agenda which
has concerned him. He said right now he (Mr. Y) is present in the Board and still he is a valid
director. 3 other directors supported Mr. Y and said that “directorship of Y is valid and appointment
of director Mr. K is no longer required and illegal.” The decision was a tie and finally Chairman had
applied his casting Vote and resolved these agenda by declaring the office of Mr. Y as vacated from
the position as a director, appointed Mr. K as a new director and appointed director Q as Marketing
Director at a monthly salary & allowances of BDT 5,00,000/- per month.

You are required to give your opinion regarding the actions of the board with reference to the legal
provisions contained by the Company Act 1994;

(i) Is the declaration by the board to vacate the office of director of Mr. Y was lawful? Explain. 4

(ii) Is Mr. K a valid director? What is his legal position in the board? On what legal ground he was
appointed as a director? 4

(iii) Is Mr. L a valid director? What is his legal position in the board? On what legal ground he was
appointed as a director? 4

(iv) Justify the appointment of director Mr. Q in line with appropriate legal provisions. 4

May-June 2015
1. (a)The Board of Directors of XYZ Company Limited, a company listed with both the Stock
Exchanges of Bangladesh, has planned to hold its meeting on June 30, 2015. An Agenda item of the
meeting (among others) is to recommend dividend for the year ended December 31, 2014. The
Board also planned to take the following decisions in this regard:

i) To fix record date on July 9, 2015which is a public holiday; and

ii) ii) To fix date of the Annual General Meeting on October 15, 2015.

It is to mention that last Annual General Meeting of the company was held on June 15, 2014. You are
requested to give your opinion regarding the above decisions to be taken by the directors of XYZ
Company Limited and give your recommendations, if any. Assume that you were communicated to
give your opinion on March 31, 2015. 8

Sabuj Das I EY Page 8 of 36

2. The Directors of a company convened a Board meeting before AGM and recommended cash
dividend @ 20% and carried other business as is usually done in such board meeting before AGM.
The proposed dividend was notified to Bangladesh Securities and Exchange Commission and the
Stock Exchanges accordingly. The AGM was called and adjourned for an indefinite period.
i) Is the recommended dividend payable? Describe with reference to the appropriate legal
provision. 7
ii) Is there any default caused by the company under the Companies Act, 1994? Explain in details. 6

4. Mr. A is a director of ABC Ltd. and XYZ Ltd. XYZ Ltd. proposes to enter into a contract with ABC
Ltd. for constructing an office building for ABC Ltd. at a contract price of Tk.10 million. In the Board
meeting of ABC Ltd. 3 directors (including Mr. A and the Chairman) voted for awarding contract to
XYZ Ltd., and 2 directors voted against. XYZ Ltd. needs an advance of Tk.2 million to execute the
contract, though it was not included in their proposal. Mr. A wants an interest bearing (10% p.a.)
loan of Tk.2 million which he intends to re-lend to XYZ Ltd. at 10% interest per annum for the
construction work, if the contract is awarded of ABC Ltd.

(a) Can the contract be awarded to XYZ Ltd.? 4

(b) Can Mr. A take the loan? 4 Discuss in the light of provisions of the Companies Act, 1994. 4

Nov-Dec-2014

4. In a publicly listed non-banking financial institution operating in Bangladesh the following situations
have arisen:

(a) One of the Directors of the Company has died and the Board of Directors wants to fill up the vacancy.
(b) One of the Directors of the Company namely Mr. X wants to visit USA for around three months and
he proposed to appoint his brother namely Mr. Y as Alternative Director in his place.
You are required to advise the Company regarding the appointments as mentioned above. 3+4=7

Nov-Dec-2013

2. ‘A’ is a friend of B, C & D who are directors of XYZ Company Limited. B, C & D decided to take ‘A’ as a
shareholder as well as a director with the object to utilize his expertise. B, C & D in their board meeting
allotted shares to ‘A’ and co-opted him as director, issued share certificates, filed Return of Allotment,
Particulars of Directors & Consent Form. Accordingly, name of ‘A’ was also shown in the annual list of
members. After some years B, C & D decided to get rid of ‘A’ because ‘A’ has now become a burden for
the company & he (‘A’) has been acting contrary to the decisions of B, C and D. Please answer the
followings in line with provisions of Companies Act, 1994:

a) Can `A` be removed from the directorship by B, C and D? 6

b) Can `A` be removed from the membership who in fact did not pay any money against the shares
issued to him? 6

c) Is there any other remedy in company law to get rid of ‘A’ as desired by B, C & D? 3

Sabuj Das I EY Page 9 of 36

Dividend
Nov-Dec-2017

5. You are the Company Secretary of SRT Ltd. which is a publicly traded company listed with DSE. Your
company has observed two great events this year. First one is the successful completion of Right Issue
on 25th August 2017 for 1,00,00,000 nos. of shares @ Tk. 25.00 each including premium of Tk. 15.00
each and the next one is that the company has made a supper profit as on 30th June, 2017 which can
easily pay 50% cash dividend.

However, company has declared only 5% cash dividend related to the concerned year.

Requirements:

You are asked by the Board of Directors to advise them on the following three issues:
(a) How the premium amount may be utilized by the company according to Companies act 1994; 4
(b) Disclosure requirements according to regulation 31 of DSE (listing) Regulations 2015 regarding Partial
or Non-distribution of Profit as Dividend. 4
(c) The time limit, if any, for the payment of cash dividend. 2

May-June 2016

4. The directors of a listed company convened board meeting before its AGM and recommended
50% cash dividend for the year 2015 and carried other business as usually done in such board
meeting before AGM. The recommendation of proposed dividend was notified to the Stock
Exchanges accordingly. The AGM was called and adjourned for indefinite period. You are required
to answer:

(a) Is the recommended dividend payable? Give proper argument in favor of your answer. 3

(b) Is there any default in the above mentioned case by the Company within the provisions of the
Companies Act, 1994? Mention the relevant provisions of the law in this regard. 3

(c) What procedures to be followed to make the dividend payable? 4

3. b) In a prospectus issued by a managing director of Norma Company Ltd. stated that the company
had paid dividend every year and its growth is very prosperous. As a matter of fact the company
had sustained loss for the last three years and had paid dividend out of reserves accumulated. Mr. X
has applied for 50,000 shares and got allocation. Later on he discovered that the statement in the
prospectus might be construed as misstatement. Can he get any remedy against the misstatement?
Who will be liable? Answer the question mentioning the provisions of the Companies Act, 1994. 8

Sabuj Das I EY Page 10 of 36

Minute
May-June 2016
6. (a) What is „Minute‟? 2

(b) Is it possible to bring some correction in minutes? How? 4

(d) Price Sensitive Information has direct bearing on the company’s securities of a listed company.
All such information is required to be disclosed within 30 minutes of taking such decisions. The
Chairman of your company is confused as to exactly which information of his company is to be
selected for immediate public disclosure.
You are required to give some examples of the company’s affairs or market conditions requiring
disclosure. 5

Partnership firm
May-June 2016
1. One of your friends Mr. X has invited you to his house to join the evening tea party where 26
numbers of your close friends were present. On that gathering, Mr. X made an announcement that
he has very good & profitable business ideas where all of the friends can join the business by a
contribution of Taka 5 lac each which may lead to a very smart capital of Taka 130 lac to start the
business. The business ideas are discussed among the friends and most of all are convinced and
accept the proposal including you. While question arises on the issue about Organizational
Structure, majority of the members are in the opinion to form an un-registered Partnership firm at
an equal partnership ratio and the name is decided as “Friends Enterprise”. The members are also
in their standing that incorporation may kill time and require many legal formalities which should
be avoided.

(i) As a knowledgeable CA student, you should have some statement in that gathering whether 26
nos. of persons together can do business in the form of unregistered partnership or not. Your
Statement should be in line with the appropriate legal provisions of Companies Act 1994.
Is there anything in contravention of law if the business starts forming an unregistered Partnership
Firm? If so, what are the penalty provisions contained in the Companies Act 1994? 6

(ii) You should point out some basic differences between a Partnership firm and a Limited
Company, which may convince your friends. 3

Sabuj Das I EY Page 11 of 36

Meeting
May-June 2017

1. Comment on the following cases appropriately pursuing legal provisions saved by the Companies Act
1994:
a) SRT Ltd. is a private Limited Company and its accounting year starts from July and end in June. In the
last Accounting year, the company held 6(six) Board of Directors‟ Meetings on 2/10/16, 2/11/2016,
11/11/2017, 7/4/2017, 25/4/2017 and 31/05/2017 duly serving notice. 3

b) SRT Ltd. is a private limited company comprising 10 (ten) shareholders. The number of Directors are
4 (four) where Mr. X, a powerful and influential director, has been forcefully acting as the Chairman of
SRT Limited without holding qualifying shares since 2013 as per articles of the company along with one
of his right hand Director. Based on a Building Contract awarded to the younger brother of the Chairman
(approved by Board), all the shareholders were busted together and finally, the chairman along with his
right hand were removed from the Board of Directors of the company by the order of the Court. A new
board was formed and members of the board cancelled the building contract based on reason that –the
appointment of the Chairman and his fellow were invalid since 2013 and the contract was awarded by
using the power of his elder brother-the removed Chairman. 4

c) A Publicly traded Company is in the process of holding the 17th AGM to be held on 15th July 2017.
Chairman of the company has just been appointed and this is the 2nd AGM in his entire life and 1st AGM
as Chairman. Naturally he is excited to make the AGM a success and he himself drafted the following
agenda of the meeting and asked the Company Secretary to prepare the final Notice including Agenda
which is required to be approved by the Board and to serve as Notice to the Shareholders before 14 days
of the meeting:
AGENDA
1. To declare dividend for the year 2016 as recommended by the Board of Directors;
2. To approve the purchase proposal of 100 decimal land at Motijheel Commercial Area at a price of
Taka 1000 million;
3. To receive, consider and adopt the Directors‟ Report and Audited Financial Statements of the
Company for the year ended December 31, 2016 together with the reports of the Auditors thereon;
4. To approve the proposal to change the Company‟s Registered Office address from Gulshan to
Motijheel;
5. Appointment & Re-appointment of Directors;
6. To appoint Auditors for the year 2017 and fix their remuneration; and
7. To approve the proposal to change the name of the Company. 4

d) XYZ Ltd. is a public limited company incorporated in 1995. Recently the company has been shifted to
their own new modern office building at Motijheel Commercial Area, Dhaka on 1st March 2017. Before
shifting, the Board of Directors decided to sell all the old and rubbish type accounting books and
vouchers to get rid of the nuisance of volumes of books and papers except such papers, agreements,
certification and documents which are inevitable to be preserved. Immediately after shifting to new
Office, inspections came from the Office of the Registrar of Joint Stock Companies and Firms. The
Management of the Company informed the fact and failed to producepapers and documents (relevant to
the books of accounts for the year 2010) to the Inspecting Officials. 4

Sabuj Das I EY Page 12 of 36

Nov-Dec 2016

2. (a) Milestone Partners entered into an agreement relating to some significant issues with
Livingstone Company Limited (LCL) on January 1, 2016. Entering into the agreement was duly
approved in a duly convened board meeting of LCL held on December 30, 2015. Quorum for the
purpose of the Board meeting of LCL is presence of five board members; and five board members
were present in the relevant board meeting. Subsequently, it was found that out of five of the
directors forming quorum of the board meeting in which entering into the agreement was
approved, one director failed to obtain the qualification shares within the regulatory time limit
fixed on December 25, 2015 and as such his appointment as director at the time of board meeting
was not valid. Subsequently, the board of LCL declined to perform the obligations under the
contract entered with Milestone Partners on the plea that signing of the agreement was not
approved in a duly held board meeting of LCL because of lack of quorum and as such is not valid.

Give your advice on the defence available to Milestone Partners as per provisions of the Companies
Act, 1994. 6

(b) A, B, C and D are four directors of Alfa Company Limited which has applied to XYZ Bank Limited
for a long term loan and in the loan proposal it was shown that Alfa Company Limited will be
converted into a public limited company. Presence of three board members constitute quorum for
the purpose of the board meeting. The land proposed to be acquired for the factory belonged to
three directors of the company namely A, B and C. XYZ Bank Limited approved the loan with the
following conditions:
(i) The proposed land shall have to be transferred in the name of Alfa Company Limited;
(ii) Alfa Company Limited shall be converted into public limited company before or after transfer of
the land; and
(iii) All of the existing directors shall continue in the proposed public limited company.

Discuss in light of the provisions of the Companies Act, 1994 when the transfer of land by the
directors of the company be validly made by the directors in a board meeting. 6

May-June 2016

2. (a) Schedule-I of the Companies Act 1994 is one of the most common and vital issues; and
persons engaged in the process of drafting, preparing and registration of Memorandum and Articles
of Associations must have clear understanding about the Schedule.

As a knowledgeable Application level CA student, your client asks you to inform him (i) what is
Schedule-I as per section 18 of Companies Act 1994. (ii) What are the mandatory provisions of
schedule-I as per section 17 of the same Act? 4

(b) What do you mean by “board meeting attendance fees‟ in relation to directors and their
meetings of a limited company? 2

(c) MNP Ltd. is a newly formed subsidiary of ABC Ltd. where 5 nos. of common directors are the
directors of MNP Ltd. ABC Ltd. has 8 more limited subsidiary companies and all pays Taka 8,000/-
as board meeting attendance fees to the directors attending meeting, whereas MNP Ltd. has
wrongly excluded such provisions of payment of Directors‟ remuneration in its Articles of

Sabuj Das I EY Page 13 of 36

Association. In the first Board of Directors meeting of MNP Ltd., Chairman asked you to arrange and
pay the Directors fees to maintain the same practices of ABC group.

Give your expert opinion. 4

Nov-Dec-2015

3. The 157th Meeting of the Board of Directors of ABC Company Limited was scheduled to be held
on 16th November 2014 at 11.00 am at Head Office to discuss and resolve 15 nos. of agenda of
which agenda number 13, 14 & 15 are very important and sensitive for the company. The meeting
was started on time being required numbers of quorum were present (5 Directors were present out
of 7) and for some valid reason with the request of the members present in the meeting, the
meeting was adjourned immediately after the agenda no. 12 was resolved. The Chairman of the
meeting declared the next date of adjourned meeting to be held on 20th November 2014 at 11.00 at
the same place to resolve the rest of the three agenda.

As a Company Secretary, you made a gentle reminder to all the Directors over phone about the
meeting. The adjourned meeting was started on time and all the Directors were present. The two
Directors who were absent in the original meeting, raised an objection that the notice was not
served. They reminded the chairman that as per articles of association of ABC Company Limited,
notice must be served 3 days before the Board Meeting or any Adjourned Meeting and so the
meeting has no legal validity. They also raised voice to cancel the meeting and to call a fresh
meeting while chairman decided to continue the meeting.

You are asked by the Board to state the legal provisions contained in the Companies Act 1994 with
regard to the following:

i) Whether calling of the adjourned meeting was valid? Explain. 4

ii) What is the remedy to the aggrieved Directors against the violation of articles of association by
the Chairman regarding serving of notice? Explain with reasons. 4

iii) Frame the time limitations prescribed in the Companies Act 1994 to serve notice in respect of
holding of: a) Board meeting b) Statutory Meeting c) General Meeting d) Extra Ordinary General
meeting. 4

May-June 2015

1. b) ABC Limited had five members in its Board of Directors. Three Board members present in
person fulfills quorum for a valid Board Meeting of the Company. In a recent accident three
directors of the Company died. You are requested to describe the procedures that the Company
should follow to hold valid Board meetings? 4

Sabuj Das I EY Page 14 of 36

May-June 2015

3.a) Describe what should be the routine agenda of the first board meeting of a company. 5

Nov-Dec 2015
(b) Can a company hold 2 AGMs in one English calendar year? Discuss. 5

May-June 2015

1. a) The Board of Directors of XYZ Company Limited, a company listed with both the Stock
Exchanges of Bangladesh, has planned to hold its meeting on June 30, 2015. An Agenda item of the
meeting (among others) is to recommend dividend for the year ended December 31, 2014. The
Board also planned to take the following decisions in this regard:

i) To fix record date on July 9, 2015which is a public holiday; and

ii) To fix date of the Annual General Meeting on October 15, 2015.

May-June 2014

3. The annual general meeting of a publicly traded company was called at a local hotel. The time
fixed for the meeting was 10:00 a.m. The meeting was called as per provisions of the Companies
Act, 1994. At the scheduled time of the AGM the Chairman entered into the meeting room and found
75 shareholders sitting there. As per record date data the company had 5,590 shareholders. The
Chairman asked the Company Secretary whether the quorum was present. The Company Secretary
confirmed that the quorum was present (as per articles of association of the company presence of
50 shareholders fulfills the quorum). The Chairman started the meeting and proceeded as per
agenda. The meeting was over within 15 minutes. When the Chairman and other shareholders were
leaving the meeting place, about 250 shareholders entered into the meeting room. They collectively
held a significant portion of shares of the company and claimed that the Chairman should have wait
for 30 minutes to start the meeting. Was the meeting valid without them? Give proper justification
in favor of your answer. 10

May-June 3013

Sabuj Das I EY Page 15 of 36

1. The AGM of XYZ Company Limited was called at the factory premises situated at about 350 km
away from its registered office. On the day of the meeting the conveners i.e. the Chairman, the
Directors & the Company Secretary could not be present in the meeting place due to reasons not
within their control. The shareholders who assembled at the factory premises found that the
conveners of the meeting were absent & the meeting place was under lock & key. The shareholders
present convened the meeting in a nearby building. They ascertained that quorum was present,
appointed one of them as the Chairman for that meeting since the Chairman and the Directors were
not present within the waiting time as per articles of association and conducted the meeting as per
agenda. Everything was done according to articles to ensure a valid meeting. They took all
resolutions as per agenda of the meeting except that they approved a higher rate of dividend than
the rate recommended by the Board. Please answer the followings with reference to the relevant
provisions of Companies Act 1994.

a) Is the AGM conducted by the shareholders valid? 4

b) Are the resolutions taken in the AGM binding on the Company? 4

c) If the Chairman claims that he has postponed the meeting on the basis of a Board decision made
on way to the meeting place where they were bound to halt, what will be legal status of his claim, if
he wants to hold the AGM on another date? 6

d) What else the company should do if it does not want to give cognizance to the said general
meeting? 6

Address Change
Nov-Dec 2016
3. (a) ABC Company Limited, a public listed company owns 80% shares of XYZ Company. ABC is
about to raise it’s paid up capital and shall issue 200,000 new shares.

Can XYZ Company apply to purchase those shares? 5

(b) Some situations may bind a company limited by share to use the words ‘and reduced’ as the last
word in its (i.e. company’s) name. Discuss in line with the provision of Companies Act, 1994. 5

(c) ZED Group (widely known as typical group of companies in Bangladesh), engaged in the
garments and textiles business, has 5 Private Limited Companies namely (i) ZED Apparels Ltd. (ii)
ZED Spinning Ltd. (iii) ZED Textile Ltd. (iv) ZED Fashion Ltd. & (v) ZED Trading Ltd.

ZED Trading Ltd. is newly incorporated tinny sized company of which operation is very limited and
the registered office address has been officially circulated as ZED TOWER, 27th floor, 1016
Motijheel C/A, Dhaka-1000, Bangladesh. The Group Chairman Mr. Q is the Managing Director of
ZED Trading Limited. Personal Office of Mr. Q including Finance and Marketing Divisions of 3 other
companies are situated on 11th floor. Since the group chairman is also the Managing Director of
ZED Trading Ltd., the entire Office of ZED Trading Ltd. has been shifted from 27th floor to 11th floor
for smooth operation of the company just 2 months back.

Sabuj Das I EY Page 16 of 36

ZED Tower is a modern office building and the name plates of the different offices of 5 companies
are only being displayed chronologically in a big metal board hanging on ground floor and the
board is indicating that the registered Office of ZED Trading Ltd. is situated at 27th floor. The group
has a central despatch system on ground floor which is the most modern receiving and delivering
system are also efficient and fast. Its font desk officials are very smart and attentive and they
response to anyone visiting any office or any official in this Tower. Change of places of the
companies inside the ZED Tower virtually has no impact on communication with the outside world
and the company has neither circulated the changes nor replaced the metal board.

As the Company Secretary of ZED Trading Ltd., you are required to address the aforesaid situation
in line with appropriate legal provisions of Companies Act, 1994. 5

Nov-Dec 2015

2. A Company Limited intends to change its name. It has availed two separate loans from B
Company Limited and C Company Limited. In such situation what is the procedure to be followed
for changing the name of the company? Will the right of the lenders be any way affected by the
change of name of their borrowing company? 7

Capital
Nov-Dec 2016
4. ABC Company Limited, a non-banking financial institution, listed in both the stock exchanges in
Bangladesh has authorized share capital of BDT 2.50 billion divided into 250.00 million ordinary
shares of BDT 10.00 each. Currently, paid up capital of the Company is 1.75 billion. The
management proposes to increase the paid up capital of the Company through issuance of Right
Shares in the ratio of 1:1 at a price of BDT 15.00 per share. The next Board meeting of the Company
will be held on December 30, 2016 where the proposal of issuance of Right Shares will be placed.
The management of the Company requested to advise them regarding the procedures to be
followed for successful completion of the Right Issue.

In this regard you are requested to give your advices on the formalities/compliance to be
completed with regard to the provisions of:
i) The Companies Act, 1994; 12
ii) The rules and regulations of Bangladesh Securities and Exchange Commission; and
iii) The Financial Institutions Act, 1993.

Sabuj Das I EY Page 17 of 36

Nov-Dec-2014

3. The shares of a private limited company are held by the shareholders as follows:

Mr. A 45%
Mr. B 35%
Mr. C 20%

The Company offered Right Shares at 1:1. Mr. C did not exercise the right offer. Mr. B wants to
subscribe the shares not taken by Mr. C. Can the Board comprising of A, B, and C allot the
unsubscribed shares to Mr. B, if Mr. A opposes the same? 6

Auditor
Nov-Dec-2017

2. (a) You were the auditor of ABC Ltd., a public limited company, for the year ended 30th June, 2017.
Some serious questions relating to the financial statements were raised by the shareholders but the
answers of the Management did not satisfy the shareholders present in the meeting which has resulted
non-adoption of financial statements in the same meeting. Off late, it has come to your knowledge that
the Management of the Company tried to blame the auditors in that meeting to safeguard themselves
from the angry shareholders. This was (i.e. in the year ended on 30th June, 2017) the third term
engagement of your firm as auditors of the said Company and your firm is not eligible to be reappointed
as Auditors for the next year i.e. 30th June, 2018 as per BSEC Order No: SEC/CMRRCD/2009-
193/104/Admin/dated: July 27, 2011. Considering the fact of non-appointment, the company did not
invite you to attend the 17th AGM.

Requirement:

Discuss with appropriate legal provisions of Companies Act 1994. 4

Various Issues relating to Company Act

Nov-Dec-2017

2. (b) Analyze the following cases and comment according to the appropriate provisions of Companies
Act 1994:

(i) Your friends have entered into two partnership agreements with the view to form two unregistered
Partnership Firm in the names of (i) Padma Associates and (ii) Jamuna Consultants. Numbers of partners
are 25 in Padma Associates and 15 in Jamuna Consultants. 4

(ii) A private limited Company called “CPD Constructions Ltd.” obtained a Certificate of Incorporation on
30.06.2017. Just after 15 days, some irregularities prior to incorporation have come to the knowledge of

Sabuj Das I EY Page 18 of 36

the Registrar of the RJSC what was not discovered by the Office of Registrar at the time of awarding the
Certificate. 4

(iii) You are the Company Secretary of a public limited company. A shareholder has requested you in
writing along with a Crossed Pay Order of Tk. 50.00 (Taka fifty) only favoring the Company to provide
him with a copy of Articles of Association of the Company. 3

(iv) Mr. P, who is a Chartered Accountant and highly experienced in business, is the shareholding
Director of a publicly traded company. Considering the position of Mr. P, company wants to utilize his
experiences and accordingly appoints him as a Finance Director unanimously in the last Board of
Directors meeting of the Company at a monthly Salary of Tk. 5,00,000/- (Taka five lac) only with a full
time car. 3

6. (a) ABC Company Limited, a public listed company owns 99% shares of XYZ Investments Limited. ABC
Company Limited has applied to BSEC for Issuance Rights Share and appointed XYZ Investments Limited
as an Underwriter to the Issue to subscribe 65% of the shares which may not the subscribed by the
shareholders.

Requirement:

What will be the consequence regarding the appointment of XYZ Investments Limited as an Underwriter
to the Issue? 5

(c) Mr. Philips is a shareholder as well as director of Ocean Blue Productions Limited, a public limited
company and also of Green Bank Limited, a banking company. He has applied for loan both to Ocean
Blue Productions Limited and to Green Bank Limited.

Requirement:

Discuss the issue in light of the provisions of the relevant Act. 5

Nov-Dec-2015

1. (a) Foreign Investors, Mr. Jones and his 5 associates, a client of your CA Firm- desire to incorporate a
Limited Company in Bangladesh with the view to investing USD 2 million in Textile Sector. They choose
any one of the two following names for their proposed company;

(a) „JA Bangladesh‟ and (b) „Cleopatra Apparels Limited‟.

As a senior articled student of the CA Firm, you were asked by your principal to inform the client clearly
with reference to appropriate legal provisions contained in the Companies Act 1994:

i) How Jones & his associates will confirm that their proposed names are not identical. 3

ii) After incorporation, what are the legal procedures which should be followed if your client desires to
change their company name in the future. 2

Sabuj Das I EY Page 19 of 36

iii) Whether your client would be able to choose the first name i.e. „JA Bangladesh‟ for their proposed
Limited Company? State the reasons. 3

iv) What type of limited company should you suggest to Mr. Jones to incorporate i.e. Private Limited
Company or Public Limited Company? Why? 3

May-June 2015

(b) Can Mr. A take the loan? 4 Discuss in the light of provisions of the Companies Act, 1994. 4

Nov-Dec-2014

5. (a) Describe the conditions that are required to be fulfilled prior to making rights issue of a listed
company. 8

(b) What is insider trading? Suggest the steps that your listed company should take for preventing
insider trading. 4

2. (a) HCH Ltd., a private limited company, passed a Board resolution to allot 50,000 shares of
Tk.100 each to 25 (out of the total existing 30) shareholders in the Board meeting held on 17
October 2014. As per the resolution, the allotment is to be given effect on 26 December 2014. The
share money against the above allotment was received in full from the above 25 shareholders
before 10 October 2014, the last date for paying the call money as per the decision of the Board
meeting held on 2 September 2014. 5(out of thetotal existing 30)shareholders refused to subscribe
their portion of shares against the above call. To day is the 18th December 2014.

What should the company do now with regard to submission of the return of allotment? 4

Is the above decision with regard to allotment of 50,000 shares valid in the eye of law? 4

(b) Mr. & Mrs. Karim jointly hold 10,000 shares of Tk.10 each of a listed company. They have only3
sons, no daughter. Mrs. Karim died on 10 December 2014. What will happen to the ownership of
the above 10,000 shares? Advise. 3

(c) XYZ Ltd. held the last AGM on 20 October 2013. The auditor for the year 2013-14 submitted a
draft qualified audit report on 8 December 2014. The management does not agree with the
qualification points of the auditor, but failed to convince the auditor to withdraw the qualifications.

Sabuj Das I EY Page 20 of 36

Since the Board was pressing for a Board meeting so that they can hold the AGM by 31 December
2014, a Board meeting was convened on 15 December 2014 where the auditor was also invited.
The Board agreed with the management, that the auditor’s qualifications were not justified. But
neither the Board nor the auditor could agree with each other. Under the circumstances the Board
is thinking of informing the matter to ICAB for resolving the matter. The CFO (who is also a fellow
member of ICAB)of the company says that this will take at least 2 months to resolve.

The Board has sought for your advice with regard to what the company should do now about the
audited financial statements and the holding of AGM. Advise. 8

1. Please give your opinion on the following cases with reference to the provisions of the Companies
Act, 1994:

(a) XYZ Company Limited was incorporated on September 15, 2014. No auditor was appointed by
the Company till November 15, 2014. Please advise the Company regarding appointment of the
auditor(s). 5

(b) 75 shareholders (holding 15% shares of the Company) out of 650 shareholders of XYZ Company
Limited submitted a requisition for holding of an Extra-ordinary General Meeting in order to
remove the Managing Director on some valid grounds. On failure of the Company to call the General
Meeting, the requisitionists themselves called the meeting at the registered office of the Company.
On the date of the meeting they found that the registered office was kept under lock and key,
although it was a working day. The shareholders held the meeting in a nearby place and adopted a
resolution removing the Managing Director. The meetingwas held after three months from the date
of deposit of the requisition. Is the resolution valid? Give arguments in support of your answer. 5

(c) Mr. X and his wife are the only two shareholders of a private limited company. They died in an
accident. Does the company come to an end? 3

May-June 2015

2. a) Enumerate the mortgages and charges which have to be registered under the Companies Act,
1994. Discuss the effect of their non‐registration. 6

b) What books of account and registers are to be maintained in a company’s registered office? 4

c) Discuss the procedures for reduction of share capital and how the same is confirmed. 6

Sabuj Das I EY Page 21 of 36

1. Please give your opinion on the following cases with reference to the provisions of Companies
Act, 1994:

a) In XYZ Private Company Limited, it was found that there are 54 members. On an enquiry, it was
ascertained that 6 of such members are employees of the company and they have acquired the
shares while they were employees of the company. Is it necessary to convertthe company into a
public limited company? 5

b) The articles of association of a company (formed to improve and encourage breeding of poultry)
contained a provision that no remuneration shall be paid to the members of the Board of the
company. But the company owing to increase in the business passed a special resolution providing
for equitable remuneration to the Board members for the servicesto be rendered by them. Can this
alteration of the articles of association be confirmed? If so, state how and by whom? 5

c) Board of Directors of a company proposed cash dividend @ Tk. 5.00 per ordinary share of Tk.
10.00 each. In the Annual General Meeting some shareholders suggested that cash dividend should
be declared @ Tk. 6.00 per ordinary share while some other shareholders suggested that the cash
dividend recommended by the Board @ Tk. 5.00 per share be converted into stock dividend.
Explain how the Chairman of the meeting should deal with these suggestions. 5

Nov-Dec-2013

1. XYZ Company Limited is a Private Limited Company having five shareholders. The Board of
directors of the company is constituted of two directors. XYZ Company Limited wants to increase its
paid up capital to Tk. 200.00 million from existing paid up capital of Tk. 100.00 million. The Board
of Directors of the Company recommended issuance of right shares for the purpose of raising the
paid up share capital.

a) Describe the procedures to be followed for converting XYZ Company Limited into a Public
Limited Company. 8

b) What regulatory procedures should be followed for the purpose of raising the capital? 7

c) One of the directors of XYZ Company Limited is in ill health. He cannot attend the board meetings
of the company regularly. Moreover, he needs to stay outside the country for the purpose of his
treatment for about 2-3 months in a year. Therefore,he wants to appoint an Alternate Director to
represent him in his absence. Describe the legal procedures in this regard. 5

Nov-Dec-2013

3. (a) What is Price Sensitive Information? Mention the events or transactions which will be
considered as price sensitive information. 5

(b) Discuss the procedures of issuing shares at a premium. How does the Companies Act provide for
application of `Receipts’ from premium? 5

Sabuj Das I EY Page 22 of 36

May-June-2013

2. (a) Mention the persons who are liable for ‘untrue statements’ in a prospectus. Discuss the nature
of such liability. 6

(b) What is a debenture? What are the remedies available to a debentureholder when his debenture
is in “jeopardy”? 5

(c) Discuss the restrictions regarding loan to directors of a company according to section 103 of the
Companies Act, 1994. 5

3. (a) Discuss the provisions of section 233 of the Companies Act, 1994 regarding protection of
interest of minority shareholders. 6

(b) Can a ‘contributory’ present a petition for winding up of a company? If so, when? 4

(c) The XYZ Company Limited receives a letter from Mr. B - a member of the company that he has
lost one share certificate No. 1001 for 100 shares. The distinctive number being 5001 to 5100. As
the Secretary of the company what steps would you take for issuance of a duplicate share certificate
as required by Mr. B? 6

Corporate Governess & Securities and Exchange Commission

Nov-Dec 2017

4. You are required to advise on the following issues with regard to Price Sensitive Information provided
that all the companies mentioned below are listed with both the Stock Exchanges of Bangladesh:

(a) The Board of Directors ABC Company Limited, a Pharmaceuticals Company, has decided to purchase
a land measuring area of 3.00 acres at BSCIC API Industrial Park at a cost of BDT 180.00 million to be
paid within 10 years in 10 equal installments for establishment of a plant of Active Pharmaceutical
Ingredients (API). 3

(b) XYZ Credit Rating Agency has announced the entity rating of ABC Company Limited as "A3" along
with a stable outlook based on the audited financial statements up to December 31, 2016. 3

(c) The Board of Directors of Millennium Bank Limited (Lead Arranger) has approved its participation in
the Syndicated Term Loan facility of BDT 500.00 million (out of BDT 2.00 billion) to Alfa Limited. The
Board of Millennium Bank Limited declared 100% interim cash dividend for its shareholders. 3

(d) The Board of Directors of B2B Excellence Limited has decided to increase the Authorised Share
Capital of the Company from BDT 2.00 billion to BDT 5.00 billion considering its strategic plans. 3

Sabuj Das I EY Page 23 of 36

Nov-Dec 2016
5. XYZ Company Limited (a publicly listed company) has appointed your firm to certify the
compliance status of Notification dated July 3, 2012 of Bangladesh Securities and Exchange
Commission. You are required to give appropriate recommendation, if required, from the following
facts: 15

(a) The Board of XYZ Company Limited is consisted of nine directors out of whom one is
independent director. The independent director holds 1.00% shares of the Company;

(b) The Audit Committee of XYZ Company Limited is consisted of three directors. The Chairman of
the Audit Committee holds 5% shares of the Company;

(c) The Statutory Auditors of XYZ Company Limited have been assigned to look after the internal
audit issues and financial information systems design;

(d) XYZ Company Limited has one fully owned subsidiary namely ABC Company Limited. The Board
of the subsidiary is comprised of two directors who are also directors of XYZ Company Limited; and

(e) The Audited Financial Statements of the Company which was duly recommended by its Audit
Committee was approved by the Board of Directors of the Company for placement in the AGM to be
held in the next month.

6. Describe the (a) adoption procedures of Quarterly Financial Statements and (b) submission
procedures of Quarterly Financial Statements of a publicly traded company listed with Dhaka Stock
Exchange as per the regulation 16 and 17 respectively of Dhaka Stock Exchange (listing) Regulation,
2015 notification dated 30th June, 2015.

May-June 2016

7. Describe the rules regarding audit of financial statements of a listed company and submission of the
same in accordance with the provisions of Dhaka Stock Exchange (Listing) Regulations, 2015. 12

Nov-Dec-2015

5. ABC Ltd. is a publicly traded company engaged in production and distribution of FMCG having
yearly turnover of BDT. 7,000 million and listed with DSE & CSE. Products of the ABC Ltd. are
recognized by different International bodies by certifications and maintain high qualities which are
eligible to be exported in the advanced countries. The Company in its 53rd Meeting held on
29.10.2015 (Thursday) at 2.00 p.m. approved the following matters: (i) Two directors of the board
of ABC Ltd. Mr. X and Mr. Y have been authorized to travel to U.K. and France with the view to
exploring the export opportunities of ABC product in European Market. Initially, these two
directors have contacted with Maya plc. a UK based company and had several conversations with
them over phone from Dhaka. Company expects that the directors‟ visit to UK and France may be
fruitful which will lead them to start export and to boost up sale up-to BDT 9000 million within
next year. In this regard company also approved a budget of Taka 20 lac as foreign travelling
expenses. (ii) The Company has been doing banking with SB Bank Limited and approved to shift to

Sabuj Das I EY Page 24 of 36

KL Bank Limited. KL Bank has offered ABC to take over entire loan outstanding balance with SB
Bank with a sanction of loan facility of BDT 1400 million. The present total loan outstanding with
SB Bank is BDT 820 million. KL Bank Limited has also offered interest rate 1% less than the existing
rate of SB Bank.

(iii) The company has approved its 3rd Quarter unaudited financial statements ended on 30th Sept
2015.

(iv) The Company has approved to shift some of its core departments (Marketing, Sales and R&D)
from Headquarters, Motijheel, Dhaka to Savar, Dhaka which is 20 k.m. away from Headquarters.

(v) Company has approved to purchase 500 decimal land at Savar besides Dhaka-Aricha highway at
a very cheap price of BDT 300 million from a Bangladeshi USA Citizen Mr. Z. The deal was finalized
by the Chairman while visiting USA in the last month and the land may be used to set up a new
factory in future. The current price of this land has been estimated to BDT 530 million. The board of
directors has asked all to keep the matter as highly confidential and must not leak until making any
valid contract with Mr. Z. As a Company Secretary of ABC Ltd, you are well aware that any material
decision must be communicated with DSE & CSE within 30 minutes through fax/email of making
such decision under regulation 43 of the both DSE & CSE Listing Regulation. On the basis of the
above 5 decisions of the board, you are required to explain the materiality of the cases that requires
immediate public disclosures. 10

6. (a) You are in a discussion meeting with the Chairman, CEO and CFO of the Company to discuss
about holding of the next 20th AGM which management expects to hold in February 2016. CFO said
that considering the profitability of ABC Ltd., only 5% cash dividend is projected. Chairman is
considering to bring the following two agenda among others in the same board meeting where the
date of AGM will be declared: (i) Shareholders‟ may be aggrieved on the recommendation of 5%
dividend. To convince the crazy shareholders and for smooth holding of 20th AGM, the Company
may consider to pay BDT 2,000 in cash to each shareholder as entertainment allowance who will be
present in person or by proxy at the AGM. In this regard, a memo will be placed before the board of
directors for approval. (ii) Company may continue to appoint PQR & Co., Chartered Accountants for
the 4th term as its Statutory Auditors and such a memo may be placed for board recommendation
which will finally be considered by the shareholders‟ in the 20th AGM. You are required to give
your legal opinion on the above issues. 6

(b) What are the reasons for which a listed company can be delisted or suspended by the Dhaka
Stock Exchange as per its listing Regulations in force? 4

May-June 2015

5. Describe the conditions to be fulfilled prior to making an application for issuance of debt
securities. 8

6. a) XYZ was incorporated in the year 2000 under the Financial Institutions Act 1993. Soon after
commencement of business it diverted its business to foreign import-export and purchased land to
establish garment industries out of its paid up capital amounting 70% without any license or

Sabuj Das I EY Page 25 of 36

permission from the government. Is there any violation of provisions of the Financial Institutions
Act 1993? If the answer is yes, what punishment may be imposed? Discuss. 6 b) "Securities and
Exchange Commission is empowered to protect the rights of the investors”, Discuss some of those
protection measures under the Securities and Exchange Commission Act 1993. 7

7. (a) Discuss about the “Lock in provision” as given in the Securities and Exchange Commission
(Public Issue) Rules, 2006. 4

(b) What risk factors and management’s perception are required to be included in the prospectus in
accordance with the above Rules? 4

(c) What ratios of the issuer are required to be included in the prospectus and for which
years/periods in accordance with the above Rules? 5

Nov-Dec-2014

6. (a) What is meant by “net capital” according to the Securities and Exchange Rules 1987? 2

(b) What is the minimum amount of net capital balance in the capital account that a member of DSE
is required to maintain at all times? How much is the amount in the case of CSE? 2

(c) What are the regulatory requirements that a member of DSE must comply with regard to
deposit of money received from and for, and payment of money to and for, the customers? State in
accordance with the Securities and Exchange Rules 1987. 3

May-June 2014

4 a) Draft a plan of operation and the financial conditions to be incorporated in the Prospectus by a
public limited company according to Public Issue Rules, 1998 6

b) What are the reasons for which a listed company can be de‐listed or suspended by the

Dhaka Stock Exchange as per its listing regulations in force? 5

c) Discuss about the requirements as to Cash Flow Statements annexed to SEC Rules 1987
asamended in 1997. 5

d) Under what circumstances BSEC can impose penalty under SEC Ordinance 1969? What is the
amount of such penalty? 4

Sabuj Das I EY Page 26 of 36

5. XYZ Company Limited (a publicly listed company) has appointed you to certify the compliance
status of Notification dated July 3, 2012 of Bangladesh Securities and Exchange Commission.

You are required to give appropriate recommendations, if required, from the following facts:

a) The Board of XYZ Company Limited consists of nine directors out of whom one is independent
director. The independent director holds 1.00% shares of the Company. 3

b) The Audit Committee of XYZ Company Limited is consisted of three directors. The Chairman of
the Audit Committee holds 5% shares of the Company; 3

c) The Statutory Auditors of XYZ Company Limited have been assigned to look after the internal
audit issues and financial information systems design and implementation of the fully owned
subsidiary of the Company; 3

d) XYZ Company Limited has one fully owned subsidiary namely ABC Company Limited. The Board
of the subsidiary is comprised of two directors who are also directors of XYZ Company Limited. 3

Nov-Dec-2013

4. (a) As envisaged in the Public Issues Rules, 1998, mention the various risk factors to be disclosed
in the prospectus for IPO by a public limited company. How the proceeds of the IPO fund can be
used? 6

(b) Discuss the provisions of Appeals as provided in the Securities and Exchange Commission Act,
1993? 4

(d) State the regulations as to holding of Annual General Meeting by a listed company of Dhaka
Stock Exchange in addition to provisions of the Companies Act, 1994. 5

May-June-2013

4. (a) What are the restrictions on dealing in securities? 4

(b) What are the provisions for appeal by a person aggrieved by an order of a member or an officer
of the Securities Exchange Commission? 5

(d) What are the requirements of presenting financial statements by an IPO aspiring public limited
company? 4

Sabuj Das I EY Page 27 of 36

Nov-Dec-2012

4. (a) Give eight examples of company’s affairs or market conditions typically requiring disclosure. 6

(b) Discuss about the additional requirements to directors report apart from those of Companies
Act, 1994 (i) under the listing rules of stock exchange of Bangladesh ; (ii) Notifications of SEC 6

Bank
Nov-Dec 2017

7. ABC Bank Ltd. has reported its shareholding position to Bangladesh Securities and Exchange
Commission (BSEC) as under:

Shareholding % Number of Shareholders

The statement reveals that sponsors have only 31% holdings whereas a remarkable holding of 66% is
lying with the General Public and Institutions. Share Department of ABC Bank Ltd. in their regular
reporting, informed to the Company Secretary that there are 3 individual shareholders X, Y & Z under
general public group each of whom has accumulated shares exactly 5% of the total holdings and another
2 Institutions namely PRO Ltd. and ZEO Ltd. have accumulated their holdings 5.17% and 5.10%
respectively of total shareholdings of the Bank. The Company Secretary started inquiry into the matter
and discovered the following facts:

(a) Shares acquired @ 5% by Mr. X and Mrs. Y are husband and wife;
(b) PRO Ltd. has 2 directors who are two sons of Mr. X & Mrs. Y;
(c) ZEO Ltd. has purchased shares “benami” for Mr. X;
(d) Mr. Z is a close friend of Mr. X and his family;
(e) Another shareholder Mr. P, who has purchased share 4%, is also discovered as the brother of Mr. X
and he (Mr. P) has purchased shares on behalf of his brother;

Sabuj Das I EY Page 28 of 36

(f) It is revealed that Mr. X, Mrs. Y, Mr. Z and PRO Ltd. are going to submit their nominations towards
directors’ election in the next 10th AGM scheduled to be held on 15th December, 2017.

News came to the Chairman that the above group has a good possibility to succeed and internally has
managed many corporate and individual shareholders having big stake holdings. Moreover, two sponsor
shareholders in the existing Board of ABC Bank Ltd. will support Mr. X and his family.

The Chairman of the Bank and his followers are looking crazily to restrain Mr. X and his family from
being elected as Directors of the Bank.
Requirement:

You are required to comment on the issue pursuing related rules and regulations. 10

8. (a) XYZ Company Limited, a non-banking financial institution granted an unsecured loan to ABC
Company Limited aggregating 15% of the total paid up capital and reserves of XYZ Company Limited.
ABC Company Limited is the subsidiary of BCD Company Limited where the major portion of the
shareholding is in the name of Mr. Chowdhury who is also a director of XYZ Company Limited.

Requirement:

Discuss the matter in light of the Financial Institutions Act, 1993. 4

May-June 2017

6. Mr. Q is the Managing Director of ABC Bank Limited and his position will be vacated on 01.08.2017
due to expiration of his contract as well as attaining at 65 years old. The Board of Directors of the Bank
has long cherished desires to appoint Mr. R- the existing Deputy Managing Director of the Bank- as the
next Managing Director of the Bank. Mr. R has been working as Deputy Managing Director for the last 1
and a half years whereas as per Bangladesh Bank‟s requirements (BRPD Circular letter No: 17 dated: 27
October 2013 on the subject matter of Rules and Regulations regarding appointment of Chief Executive
Officer of a Bank), he needs to continue in the position of immediate next to Managing Director, for a
minimum period of 2 years i.e. Mr. R has to continue as a Deputy Managing Director for minimum 2
years and accordingly he will complete his 2 years‟ service as Deputy Managing Director on 31.12.2017
and will be eligible to act as a Managing Director w.e.f. 1.1.2018. To fill the gap, the Board of Directors in
its 254th meeting held on 25.07.2017 unanimously decided to appoint Mr. T–who is the most senior
Deputy Managing Director under contract service in ABC Bank Ltd, shall act as the Managing Director of
Current Charge by adopting the following resolution:

“RESOLVED THAT, the Board of Directors have unanimously decided to appoint Mr. T, Deputy Managing
Director, as the Managing Director (Current Charge) of ABC Bank Ltd. w.e.f. 1.8.2017 till 31.12.2017.”

In practice, searching of a Managing Director is a really difficult job. This requires time and proper plan
to find a suitable Managing Director for a Commercial Bank. It is mentioned here that due to mindsets of

Sabuj Das I EY Page 29 of 36

the Board of Directors about Mr. R, the Bank neither searched for anyone as the next Managing Director
nor made any search committee. Chairman of the bank in a television interview said that “Currently
there are a few potential Managing Directors in the market for commercial banks but we are really
happy and proud to announce that our bank is in the process to appoint a young and highly performing
Managing Director who had joined this bank as Probationary Officer and currently working as Deputy
Managing Director. Our Board of Directors unofficially agreed to retain Mr. R and accordingly we are
going to appoint him for the next 5 years as the Managing Director and CEO of the bank i.e. w.e.f.
01.01.2018 to 31.12.2022.”

Required:

Comment and analyze the followings skeptically: 10

(i) Resolutions of the 254th meeting of the Board of Directors of ABC Bank Ltd.

(ii) Whether Mr. T, the Managing Director-Current Charge will be eligible to sanction loan within the
approved financial discretionary power of a Managing Director or not?

(iii) Media statements of the Chairman.

7. (a) ABC Finance Ltd., a non-banking financial institution under the Financial Institutions Act 1993, has
a paid-up capital of Tk.70 crore, reserve of Tk.5 crore and retained earnings of Tk.5 crore. It owns a land
and building amounting to Tk.15 crore. It now intends to purchase two plots of land with building
thereon in Gulshan - one for Tk.6 crore as investment property and another for Tk.6 crore for granting
accommodation facilities to its employees. In addition, ABC Finance Ltd. intends to acquire a plot of land
valued at Tk.10 crore which have been given as a security against a loan to a loanee who has grossly
defaulted in repayment of the loan.

Required:

Advise if ABC Finance Ltd. can purchase and acquire the above properties. 5

(b) Section 24 of the Financial Institutions Act 1993 requires the auditor of a non-banking financial
institution to inform certain matters to Bangladesh Bank without any delay.

Required:

What are these matters?

Sabuj Das I EY Page 30 of 36

Nov-Dec-2016

7. (a) A bank company starts its business only after getting license from Bangladesh Bank and
operates under Bank Companies Act, 1991, though it was initially registered as a Company with the
Joint Stock Registrar of Companies and Firms under Companies Act 1994. A Bank Company has to
follow Companies Act, 1994 as well as Banking Companies Act, 1991. If a bank company requires to
alter its memorandum, which of the acts is to be followed and why? 3

(b) XYZ Company Limited, a non-banking financial institution, intends to amalgamate with BCD
Company Limited, a separate financial institution. XYZ Company Limitedapplied to Bangladesh
Bank for permission of amalgamation with BCD Company Limited. Discuss the steps statutorily
needed to be taken by BCD Company Limited.

May-June 2016

8. (a) A company namely Asian Holdings Limited has approached the BD Bank Limited to avail a
term loan facility. Asian Holdings Limited has currently 4 credit facilities with 4 separate banks and
now is reported as defaulter by one of the lending banks where its overdue is 7 months.
Can BD Bank Limited in terms of the Bank Companies Act provide loan to the Asian Holdings
Limited? 6
(b) XYZ Company Limited, a non-banking financial institution granted an unsecured loan to ABC
Company Limited aggregating 15% of the total paid up capital and reserves of XYZ Company
Limited. ABC Company Limited is the subsidiary of BCD Company Limited where the major portion
of the shareholding is in the name of Mr. Chowdhury who is also a director of XYZ Company
Limited.
Discuss the matter in light of the Financial Institution Act, 1993. 6 8

Nov-Dec-2015

7. The draft audited financial statements for the year ended 31st December 2014 of CD Bank Ltd. (a
schedule commercial bank) has been placed in the board meeting for authorization to issue. The
financial results depict that as per BSEL-III ,the total capital of the bank stood at BDT 7130 million
(Paid up-capital BDT 4,000 million, Statutory Reserve BDT 1,830 million, Retained Earnings BDT
825 million, 1% Provision of Loans & Advances BDT 475 million). The Risk Weighted Assets (RWA)
of Bank as per BASEL-III stood at Taka BDT 69,200 million and as per BRPD circular ref: 18 dated
21/12/2014, the minimum required Capital Adequacy Ratio is 10% and as such the Risk Based
Capital requirement is BDT 6,920 million. In a confidential note, the Risk Management Division
(RMD) of the bank has informed to the Managing Director that some of big client‟s rating may be
downgraded in the next year due to Middle East Crisis and RMD has forecasted that RWA may rise
to BDT 73,500 in the next quarter. Face value of share is BDT 10 per share. The majority of the
members in the board opined 20% cash divided while a few including chairman opined to keep the
limit to 10% cash and 10% bonus as dividend.

Sabuj Das I EY Page 31 of 36

(a) As a CFO of the Bank, chairman is seeking your professional advice as to how to resolve the
dividend decision as per Bank Companies Act 1991 considering the capital maintenance issue of the
bank. 5

(b) Assume that, the RWA is 73,500 i.e. required capital maintenance increased to BDT 7,350
million. You are required to brief the board on dividend issue, Capital Reservation and future legal
consequences with reference to section-13 & 22 of Bank Companies Act1991. 5

(i) to enhance the existing investment limit of BDT 900 million to 1800 million in capital market.
The existing limit has dried up and treasury had good performance in the capital market in the last
two years and Management has full confidence on Treasury Head.

(ii) The entire budget (enhancement) would like to invest in the securities of CSD Ltd. It is
mentioned here that that paid up capital of CSD Ltd. is BDT 5000 million. As a CFO, you are also
required to suggest the maximum amount of investment limit for the capital market and the
amount to be invested in CSD Ltd. in line with the provisions 26KA of Bank Companies Act 1991. 7

Hints: As per BASEL-III, total capital means = Shareholders Equity + 1% General Reserve on Loans
& Advance + 50% Revaluation Reserve)

8. What aspects are to be taken into consideration by Bangladesh Bank while granting license to a
financial Institution? 5

May-June 2015

8. (a) Mr. A, B and C are shareholders of ABC Ltd., a private limited company. Mr. A and B are also
directors of ABC Ltd. ABC Ltd. has taken a loan of Tk.100 million from SB Bank Limited, a state
owned bank. An instalment amount of Tk.5 million of the above loanalong with interest thereon has
fallen over due for payment for the last 7 months. Will Mr. A, B and C or any of them be considered
as loan defaulter(s)? Discuss. 5

(b) Mr. X is a director of CB Bank Ltd., a private scheduled bank listed in DSE and CSE. He fails to
pay Tk.50 million due from him on account of a guarantee given by him against a loan of Tk.75
million extended to his friend Mr. Y by JB Bank Ltd., a state owned bank. What could be the
consequences with regard to his directorship of CB Bank Ltd. and his due amount to JB Bank Ltd.?
Discuss. 5

Sabuj Das I EY Page 32 of 36

Nov-Dec-2014

7. (a) ABC & Co., Chartered Accountants, has been appointed by XYZ Bank Ltd. in its AGM held on
31-3-2014 as one of the joint auditors of the bank for the year [Link] 20-4-2014 Bangladesh Bank
declared ABC & Co. unfit to audit any banking company for 2 years. Can Bangladesh Bank declare an
auditor, holding valid practicing license issued by ICAB, to be unfit to audit any banking company? If
so, on what grounds can Bangladesh Bank do so and what procedures are they required to follow?
What will XYZ Bank Ltd. do now? 8

(b) Mr. X is a director of a state owned bank. Bangladesh Bank is satisfied that it is necessary to
remove him in order to secure, in the public interest, the proper management of the bank. Does
Bangladesh Bank have power to remove Mr. X from the directorship? Will the situation be different
if the above bank is not a state owned bank? Discuss in accordance with the relevant provisions, if
any, of the relevant statute. 6

8. (a) Mention the conditions for which Bangladesh Bank may cancel the license granted to a
financial institution. 7

(b) Describe the rules regarding renewal of registration certificate of an insurance company. 5

7. Describe the consequences or legal provisions with regard to the followings: (5+5+5)

i) Mr. ‘X’ is a director of ABC Bank Limited, MNO Company Limited, a non‐banking financial
institution and other two insurance companies. All are incorporated in Bangladesh;

ii) XYZ Company Limited, a Non‐Banking Financial Institution failed to maintain the liquid assets as
required by Financial Institution Act, 1993;

iii) XYZ Company Limited, a Non‐Banking Financial Institution amended its Articles of Association
without informing Bangladesh Bank.

Nov-Dec-2013

5. (a) Describe the circumstances under which Bangladesh Bank may apply for winding up of a
bank. 6

(b) Narrate the circumstances under which the Bangladesh Bank can dissolve the Board of
Directorsof a banking company. 5

6. (a) State the restrictions on payment of dividend by a banking company other than a new bank or
specialized bank. 5

(b) Discuss the procedure to be followed by the Bangladesh Bank to disqualify an auditor. 4

Sabuj Das I EY Page 33 of 36

May-June-2013

5. a) Please describe the procedures for appointment of Statutory Auditors of a Non-Banking

Financial Institution. 8

b) What are the consequences if a Non-Banking Financial Institution fails to appoint the statutory
auditor? 2

6. a) Describe the circumstances when the position of a director of Bank become vacant in line with
the provisions of the Banking Companies Act, 1991 4

b) Describe the consequences or legal provisions of the following cases:

i) Mr. ‘X’ is a director of ABC Bank Limited as well as MNO Bank Limited. Both are incorporated in
Bangladesh;

ii) Mr. ‘Y’ is a director of a bank. His bank borrowed money from another bank. He resigned from
the board of directors of the bank about which the lending bank was not informed;

iii) ABC Bank Limited was incorporated in Bangladesh. It relocated one of its branches without
informing the Bangladesh Bank. 6

Nov-Dec-2012

5. (a) Explain the provision of Bank Companies Act regarding restrictions on different types of
appointment. 5

(b) Explain the provision of Bank Companies Act regarding paid up capital and reserve. 5

Insurance
Nov-Dec-2017

8. (b) Will an insurance company be subject to a penalty in the event of any delay in settlement of an
insurance claim? Discuss. 3

May-June 2017

8. (a) Distinguish between reinsurance and double insurance. 5

(b) Discuss about the rules applicable in double insurance. 3

(c) What are the rights of a reinsurer? 2

Sabuj Das I EY Page 34 of 36

Nov-Dec 2016

(b) Mention the conditions to be fulfilled by an insurer for maintenance of Solvency Margin. 6

May-June 2016

9. (a) Discuss the prohibition on giving and accepting any rebate of premium, as enacted in the
Insurance Act, 2010. 6

(b) Is there any statutory restriction on granting loan to any employee by an insurer? Discuss. 6

Nov-Dec-2015

9. (a) What do you mean by the „surrender value‟ of life insurance policy? 4

(b) Mr. X had taken a Life Insurance Policy for 15 years for BDT1,50,000 and the premium payable
was BDT 12,000 per annum. X paid premium for three years and then stopped. The premium paid is
BDT 12,000 x 3=36,000 and payable is BDT 12,000 x 15= 1,80,000. Calculate the surrender value of
the above policy. 3

May-June 2015

9. (a) Discuss about the prohibition on giving and accepting any rebate of premium, as enacted in
the Insurance Act, 2010. 4

(b) Is there any statutory restriction on granting loan to any employee by an insurer? Discuss. 6

Nov-Dec-2014

9. ABC, Chartered Accountants, has been appointed by XYZ Insurance Company Limited as a joint
auditor of the company for the year 2014. Subsequent to the above appointment made by AGM on 6
June 2014, the Insurance Controlling Authority has appointed ABC to conduct a special audit of the
company for the year 2013.

ABC is interested to undertake both the assignments.

(a) Can ABC undertake both the assignments in accordance with the Insurance Act 2010? 3

(b) What are the differences in the scope of above two audit? 7

May-June 2014

6. a) What is meant by Assignment and Nomination of Life Insurance Policies? Mention the various
rules regarding assignment of life policies. 6

b) Discuss the various payments required by section 58 of the Insurance Act 2010 procuring
business. 6

Sabuj Das I EY Page 35 of 36

Nov-Dec-2013

7. (a) Enumerate the provisions of The Insurance Act, 2010 relating to : (i) determination of
premium and (ii) collection of premium. 5

(b) Discuss the power of the Insurance Development and Regulatory Authority (IDRA) to inspect
and ask for information etc. under section 49 of the Insurance Act, 2010. 5

May-June-2013

a) Describe the provisions relating to insurance in abroad.

b) Describe the conditions to be fulfilled for solvency margin in accordance with The Insurance Act,
2010. 5

Nov-Dec-2012

6. (a) Mr. X insured his ship against total loss with Y insurance company. The ship sank in the deep
sea. Y pays the value to X in full. Subsequently the ship was salvaged and sold for some money.

Explain who is entitled to the sale proceeds of the ship, Mr. X or Y insurance company. 4

(b) What action the IDRA can take against an insurer when return furnished by the insurer under
the provisions of the Insurance Act, 2010 is found to be inaccurate or incorrect in any respect?
5

(c) Who can survey the Insurance claims? What are the exemption limits in respect of survey under
the provisions of Insurance Act? In case of disagreement with surveyor’s statement, what steps can
the aggrieved party take? 5

Sabuj Das I EY Page 36 of 36

Corporate Governance and Legal Issues in PQR Ltd.
No ratings yet
Corporate Governance and Legal Issues in PQR Ltd.
4 pages
Corporate Laws and Company Practices
No ratings yet
Corporate Laws and Company Practices
4 pages
Director Resignation and Removal Procedures
No ratings yet
Director Resignation and Removal Procedures
5 pages
ICAI Corporate Law MCQs for CA Final
No ratings yet
ICAI Corporate Law MCQs for CA Final
6 pages
Company Law: Director Appointments
No ratings yet
Company Law: Director Appointments
15 pages
Paper 4: Corporate and Allied Laws (Old Course) : © The Institute of Chartered Accountants of India
No ratings yet
Paper 4: Corporate and Allied Laws (Old Course) : © The Institute of Chartered Accountants of India
6 pages
Spom Set A 1-61-71
No ratings yet
Spom Set A 1-61-71
11 pages
Procedures for Share Claims and Dividends
No ratings yet
Procedures for Share Claims and Dividends
4 pages
Questions
No ratings yet
Questions
7 pages
Corporate Laws & Practices in Bangladesh
No ratings yet
Corporate Laws & Practices in Bangladesh
3 pages
CA Study Group: Corporate Laws & Practices
No ratings yet
CA Study Group: Corporate Laws & Practices
54 pages
SPOM Set A CA Final 1764161057
No ratings yet
SPOM Set A CA Final 1764161057
49 pages
SPOM Set - A (CA Final)
No ratings yet
SPOM Set - A (CA Final)
49 pages
CA Final Law Repeated Question
No ratings yet
CA Final Law Repeated Question
49 pages
ICAI SETA CaseStudy QuestionBank
No ratings yet
ICAI SETA CaseStudy QuestionBank
23 pages
Corporate Governance Case Study Analysis
No ratings yet
Corporate Governance Case Study Analysis
25 pages
ICAI Exam Questions & MCQ Guide
No ratings yet
ICAI Exam Questions & MCQ Guide
25 pages
Top 50 Corporate Law Q&As for CA Exams
No ratings yet
Top 50 Corporate Law Q&As for CA Exams
63 pages
Director Compensation Regulations
No ratings yet
Director Compensation Regulations
2 pages
Director Duties and Removal Procedures
No ratings yet
Director Duties and Removal Procedures
2 pages
Sample MCQ Law2 PDF
100% (2)
Sample MCQ Law2 PDF
6 pages
Spom Set A 1-50-60
No ratings yet
Spom Set A 1-50-60
11 pages
CA Final Law MCQs & Case Studies 2020
No ratings yet
CA Final Law MCQs & Case Studies 2020
62 pages
CA Final Law Compiler 5.0 Guide
No ratings yet
CA Final Law Compiler 5.0 Guide
692 pages
Corporate Laws and Practices Overview
No ratings yet
Corporate Laws and Practices Overview
4 pages
Understanding Company and Labor Laws
No ratings yet
Understanding Company and Labor Laws
7 pages
4.manual Question
No ratings yet
4.manual Question
16 pages
Companies Act 1994: Share Capital & Directors
No ratings yet
Companies Act 1994: Share Capital & Directors
13 pages
2-COL Inter MTP Answers Series I 27.7.26
No ratings yet
2-COL Inter MTP Answers Series I 27.7.26
11 pages
Corporate Laws and Dividend Practices in Bangladesh
No ratings yet
Corporate Laws and Dividend Practices in Bangladesh
5 pages
Fiduciary Duties in Percival v. Wright
No ratings yet
Fiduciary Duties in Percival v. Wright
28 pages
Edition 7 Compiler - VG
No ratings yet
Edition 7 Compiler - VG
37 pages
Company Act 1994: Exam Questions & Analysis
No ratings yet
Company Act 1994: Exam Questions & Analysis
10 pages
Company Directors: Roles and Regulations
No ratings yet
Company Directors: Roles and Regulations
25 pages
Directors' Appointment and Governance Rules
No ratings yet
Directors' Appointment and Governance Rules
19 pages
Chapter - 3 Appointment and Remuneration of Managerial Personnel
No ratings yet
Chapter - 3 Appointment and Remuneration of Managerial Personnel
5 pages
Company Law Examination Paper 2023
No ratings yet
Company Law Examination Paper 2023
2 pages
79245bos63381 Set A MTP
No ratings yet
79245bos63381 Set A MTP
22 pages
Whether The Proposal To Appoint Amar As A Small Shareholders' Director Can Be Adopted?
No ratings yet
Whether The Proposal To Appoint Amar As A Small Shareholders' Director Can Be Adopted?
22 pages
79245bos63381 Set A MTP
No ratings yet
79245bos63381 Set A MTP
22 pages
Scmpe Sankalp
No ratings yet
Scmpe Sankalp
61 pages
CA Final Law MCQs on Managerial Personnel
No ratings yet
CA Final Law MCQs on Managerial Personnel
6 pages
MCQ Practice on Corporate Laws
No ratings yet
MCQ Practice on Corporate Laws
370 pages
Appointment and Disqualification of Directors
No ratings yet
Appointment and Disqualification of Directors
13 pages
Important CMA Inter Law Questions
No ratings yet
Important CMA Inter Law Questions
12 pages
Corporate Laws and Dividend Practices in Bangladesh
No ratings yet
Corporate Laws and Dividend Practices in Bangladesh
4 pages
CLP - May-June - 2014
No ratings yet
CLP - May-June - 2014
9 pages
Visage Engineering Global Articles of Association
No ratings yet
Visage Engineering Global Articles of Association
8 pages
CMA Inter Companies Act 2013 Case Studies
No ratings yet
CMA Inter Companies Act 2013 Case Studies
5 pages
Business Laws & Ethics for CMA Inter
No ratings yet
Business Laws & Ethics for CMA Inter
32 pages
Corporate Laws Mock Test Answers
No ratings yet
Corporate Laws Mock Test Answers
8 pages
Global Vectra Helicorp Annual Report 2010
No ratings yet
Global Vectra Helicorp Annual Report 2010
52 pages
Tata Group's MFL India Takeover Insights
No ratings yet
Tata Group's MFL India Takeover Insights
16 pages
Ssgetm - Aoa - Revised
No ratings yet
Ssgetm - Aoa - Revised
8 pages
CLP - Nov-Dec - 2013
No ratings yet
CLP - Nov-Dec - 2013
8 pages
Corporate Laws and Practices Analysis
No ratings yet
Corporate Laws and Practices Analysis
4 pages
Corporate Laws and Practices Exam Guide
No ratings yet
Corporate Laws and Practices Exam Guide
1 page
Free E-Book on CA Directors Chapter
No ratings yet
Free E-Book on CA Directors Chapter
46 pages
Company Final Accounts and Dividends Guide
No ratings yet
Company Final Accounts and Dividends Guide
12 pages
Momentum Investing Simplified by Alok Jain
88% (8)
Momentum Investing Simplified by Alok Jain
43 pages
Life Insurance 3-Year Compliance Rules
No ratings yet
Life Insurance 3-Year Compliance Rules
2 pages
Understanding Marine Insurance Basics
100% (3)
Understanding Marine Insurance Basics
61 pages
VCBV Document Overview and Analysis
No ratings yet
VCBV Document Overview and Analysis
3 pages
Corporate Law Practice Exam Questions
No ratings yet
Corporate Law Practice Exam Questions
4 pages
Finance & Banking - NU Syllabus
No ratings yet
Finance & Banking - NU Syllabus
8 pages
Managing Interest Rate Risks for Titans FC
No ratings yet
Managing Interest Rate Risks for Titans FC
7 pages
Risk Management Strategies Overview
No ratings yet
Risk Management Strategies Overview
51 pages
Industry Contacts Directory
No ratings yet
Industry Contacts Directory
124 pages
International Market Research Challenges
No ratings yet
International Market Research Challenges
8 pages
Council of Islamic Ideology in Pakistan
No ratings yet
Council of Islamic Ideology in Pakistan
7 pages
Tunnel Inspection Manual Overview
No ratings yet
Tunnel Inspection Manual Overview
110 pages
DSSSB Senior Laboratory Assistant Exam
No ratings yet
DSSSB Senior Laboratory Assistant Exam
1 page
Understanding Cheque Kiting in Fraud
No ratings yet
Understanding Cheque Kiting in Fraud
10 pages
International Business Course Outline
No ratings yet
International Business Course Outline
3 pages
RP Landscaping 2024 Adjusted Trial Balance
No ratings yet
RP Landscaping 2024 Adjusted Trial Balance
1 page
Criminology 6: Dispute Resolution & Crisis Management
No ratings yet
Criminology 6: Dispute Resolution & Crisis Management
8 pages
Change in Profit Sharing Ratio Explained
No ratings yet
Change in Profit Sharing Ratio Explained
93 pages
Revitalizing Artisan Communities through Architecture
No ratings yet
Revitalizing Artisan Communities through Architecture
4 pages
Marxian Political Economy Overview
No ratings yet
Marxian Political Economy Overview
12 pages
Gartner's Cool Vendors For 2016
No ratings yet
Gartner's Cool Vendors For 2016
44 pages
Factors Influencing Student Absenteeism
No ratings yet
Factors Influencing Student Absenteeism
29 pages
India Energy Policy Successes & Failures
No ratings yet
India Energy Policy Successes & Failures
2 pages
The Challenge of Education and Learning in The Developing World
No ratings yet
The Challenge of Education and Learning in The Developing World
5 pages
Managing Retailing, Wholesaling, and Logistics: Marketing Management, 13 Ed
No ratings yet
Managing Retailing, Wholesaling, and Logistics: Marketing Management, 13 Ed
32 pages
Indemnity vs. Surrogation Explained
No ratings yet
Indemnity vs. Surrogation Explained
9 pages
Clear Thinking: Decision-Making Guide
No ratings yet
Clear Thinking: Decision-Making Guide
4 pages
Ghana SHS School Selection Guide
100% (1)
Ghana SHS School Selection Guide
3 pages
Mayur Shintre - Final Report
No ratings yet
Mayur Shintre - Final Report
16 pages
SRM Institute Prospectus 2025-26
No ratings yet
SRM Institute Prospectus 2025-26
33 pages
Std X Maths Board Exam Paper 2020
No ratings yet
Std X Maths Board Exam Paper 2020
5 pages
Analysis of "My Last Duchess" Poem
100% (1)
Analysis of "My Last Duchess" Poem
10 pages
Testovi za engleski jezik 5. razred
No ratings yet
Testovi za engleski jezik 5. razred
7 pages
Lease vs. Buy Analysis for Machinery
No ratings yet
Lease vs. Buy Analysis for Machinery
13 pages
PDF CH 21 - Compress
No ratings yet
PDF CH 21 - Compress
3 pages
Vokkaliga Goudas in Tamil Nadu: Study
No ratings yet
Vokkaliga Goudas in Tamil Nadu: Study
9 pages

Corporate Law Exam Questions Overview

Uploaded by

Corporate Law Exam Questions Overview

Uploaded by

Corporate Law & Practice

Sabuj Das I EY Page 1 of 36

Sabuj Das I EY Page 2 of 36

Basic Salary 2, 50,000/-

Sabuj Das I EY Page 3 of 36

Sabuj Das I EY Page 4 of 36

Sabuj Das I EY Page 5 of 36

Sabuj Das I EY Page 6 of 36

* Appointment of Mr. L as a new director who is a son of the Vice Chairman.

Sabuj Das I EY Page 7 of 36

i) To fix record date on July 9, 2015which is a public holiday; and

Sabuj Das I EY Page 8 of 36

(a) Can the contract be awarded to XYZ Ltd.? 4

a) Can `A` be removed from the directorship by B, C and D? 6

Sabuj Das I EY Page 9 of 36

(c) What procedures to be followed to make the dividend payable? 4

Sabuj Das I EY Page 10 of 36

(b) Is it possible to bring some correction in minutes? How? 4

Sabuj Das I EY Page 11 of 36

Sabuj Das I EY Page 12 of 36

Sabuj Das I EY Page 13 of 36

Give your expert opinion. 4

i) Whether calling of the adjourned meeting was valid? Explain. 4

Sabuj Das I EY Page 14 of 36

i) To fix record date on July 9, 2015which is a public holiday; and

Sabuj Das I EY Page 15 of 36

a) Is the AGM conducted by the shareholders valid? 4

b) Are the resolutions taken in the AGM binding on the Company? 4

Can XYZ Company apply to purchase those shares? 5

Sabuj Das I EY Page 16 of 36

Sabuj Das I EY Page 17 of 36

Discuss with appropriate legal provisions of Companies Act 1994. 4

Various Issues relating to Company Act

Sabuj Das I EY Page 18 of 36

Discuss the issue in light of the provisions of the relevant Act. 5

(a) „JA Bangladesh‟ and (b) „Cleopatra Apparels Limited‟.

Sabuj Das I EY Page 19 of 36

Sabuj Das I EY Page 20 of 36

Sabuj Das I EY Page 21 of 36

Sabuj Das I EY Page 22 of 36

Corporate Governess & Securities and Exchange Commission

Sabuj Das I EY Page 23 of 36

Sabuj Das I EY Page 24 of 36

Sabuj Das I EY Page 25 of 36

Dhaka Stock Exchange as per its listing regulations in force? 5

Sabuj Das I EY Page 26 of 36

4. (a) What are the restrictions on dealing in securities? 4

Sabuj Das I EY Page 27 of 36

Shareholding % Number of Shareholders

01. Sponsors & Placement 21% 25

Sabuj Das I EY Page 28 of 36

Discuss the matter in light of the Financial Institutions Act, 1993. 4

Sabuj Das I EY Page 29 of 36

Comment and analyze the followings skeptically: 10

(iii) Media statements of the Chairman.

What are these matters?

Sabuj Das I EY Page 30 of 36

Sabuj Das I EY Page 31 of 36

Sabuj Das I EY Page 32 of 36

Sabuj Das I EY Page 33 of 36

5. a) Please describe the procedures for appointment of Statutory Auditors of a Non-Banking

b) Describe the consequences or legal provisions of the following cases:

8. (a) Distinguish between reinsurance and double insurance. 5

(b) Discuss about the rules applicable in double insurance. 3

(c) What are the rights of a reinsurer? 2

Sabuj Das I EY Page 34 of 36

ABC is interested to undertake both the assignments.

Sabuj Das I EY Page 35 of 36

a) Describe the provisions relating to insurance in abroad.

Sabuj Das I EY Page 36 of 36

You might also like