CORPORATE LAWS & PRACTICES

Time allowed – 2½ hours

Maximum Marks – 100

[N.B – Questions must be answered in English. Figures in the margin indicate full marks. Examiner will
take account of the quality of language and of the manner in which the answers are presented.
Different parts, if any, of the same question must be answered in one place in order of sequence]

Marks
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

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

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
(c) Discuss the provisions for submission of annual reports under the SEC Rules 1987. 5
(d) What are the requirements of presenting financial statements by an IPO aspiring public
limited company? 4

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

b) Describe the consequences or legal provisions of the following cases: 6

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.

7. a) Describe the provisions relating to insurance in abroad. 5

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