guess - clsp - icmap - complete-august-2013 - final

7/27/2019 Guess - Clsp - Icmap - Complete-August-2013 - Final

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CLSP IMPORTANT QUESTIONS

AUGUST - 2013

Definitions: (Section 2)SUB-

SECTION

DEFINITIONS SUB-

SECTION

DEFINITIONS

1 Articles 24 Officer

2 Associated Companies 28 Private Company

4 Body Corporate 29 Prospectus

5A Central Depository 30A Redeemable Capital

6A Commission 30B Registrar

6 Chief Executive 33 Secretary

9 Company Limited by Guarantee 34 Security

12 Debentures 35 Share

14 Documents 36 Special Resolution

15A Financial Institution 37 Stock Exchange

16 Financial Year 39 Table A

21 Member Table B

22 Memorandum

23 Modaraba

25 Participatory Redeemable Capital

COMPANIES ORDINANCE 1984SEC. DESCRIPTION SEC. DESCRIPTION SEC. DESCRIPTION

06 Ordinance to override memorandum, articles, etc. 169 Resolution passed at adjourned meeting 314 Powers of Court on hearing petition

14 Obligation to register certain associations,

partnerships, etc. as companies.

170 Power of registrar to call meetings 321 Appointment of official liquidator

15 Alteration of memorandum 172 Filing of resolution, etc. 322 Resignation, removal, filling up

vacancies, etc., of official liquidator

21 Alteration MOA 173 Minutes of proceedings of Meetings 323

26 Registration of articles 174 Minimum number of directors of a company 325 Appointment and powers of provisional

manager

29 Forms of memorandum and articles 176 First directors and their term 326 General provisions as to liquidators

37 Prohibition Of Certain Names Of The Company 177 328 Statement of affairs to be made to official

liquidator

38 Rectification of name of a company 178 Procedure for election of directors 333 Powers of official liquidator

42 Associations not for profit 179 Circumstances in which election of directors

may be declared invalid

337 Liquidator's account

44 Conversion of public company into private

company

180 Term of office of directors 339 Settlement of list of Contributors and

application of assets

45 Prospectus of Statement in lieu of prospectus to be

filed by private company on ceasing to be private

company.

181 Removal of director 350 Dissolution of company

47 Liability for carrying on business with less then

minimum members.

182 Creditors may nominate directors 358 Circumstances in which company may be

wound up voluntarily

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SEC. DESCRIPTION SEC. DESCRIPTION SEC. DESCRIPTION

53 Matters to be stated and reports to be set out in

prospectus

184 Consent to act as director to be filed with

registrar

359 Commencement of voluntary winding up

59 Civil liability for misstatements in prospectus 187 Ineligibility of certain persons to become

director

362 Declaration of solvency in case of

proposal to wind up voluntarily

60 Criminal liability for misstatements in prospectus 188 Vacation of office by the directors 364 Appointment of liquidators

62 Offer of shares or debentures for sale by certain

persons

191 Restriction on director's remuneration, etc. 367 Power of liquidator to accept shares, etc.,

as consideration for sale of property of

company

67 Application for, and allotment of, shares and

debentures

192 Restriction on assignment of office by

directors

368 Duty of liquidator to call creditors'

meeting in case of insolvency

68 Restriction as to allotment 193 Proceedings of directors 369 Duty of liquidator to call general meeting

at the end of each year

69 Statement in lieu of prospectus 195 Loans to directors, etc 370 Final meeting and dissolution

70 Effect of irregular allotment 196 Powers of directors 373 Meeting of creditors

71 Repayment of money received for shares not

allotted

196 Appointment of first chief executive 375 Appointment of liquidator

73 Returns as to Allotments. 197 Prohibition regarding making of political

contributions

376 Appointment of committee of inspection

74 Limitation of time for issue of certificates 197A Prohibition regarding distribution of gifts 377 Fixing of liquidator's remuneration75 Issue of duplicate certificates 198 Appointment of first chief executive 382 Final meeting and resolutions

76 Transfer of shares and debentures 199 Appointment of subsequent chief executive 384 Accounts and statements to be audited

78 Notice of refusal to transfer 200 Terms of appointment of chief executive and

filling up of casual vacancy

396 Power to order winding up subject to

supervision

78A Appeal against refusal for registration of transfer 201 Restriction on appointment of chief executive 405 Preferential payments

80 Transfer to nominee of a deceased member 202 Removal of chief executive 439 Registrar may strike defunct company off

register

82 Power to pay certain commissions, and prohibition

of payment of other commissions, discounts, etc.

203 Chief executive not to engage in business

competing with company's business

496 Consequences for carrying on ultra virus

business

83 Application of premium received on issue of shares 204A Certain companies to have secretaries and

share registrars.

Post Incorporation Requirements

84 Power to issue shares at a discount 205 Register of directors, officers, etc.

86 Further issue of capital 208 Investments in associated companies and

undertakings

87 Issue of shares in lieu of outstanding balance of any

loans, etc.

209 Investments of company to be held in its own

name

90 Classes and kinds of shares capital 213 Power for company to have official seal for

use abroad

91 Only fully paid shares to be issued 214 Disclosure of interest by director

92 Power of company limited by shares to alter its

share capital

219 Register of contracts, arrangements and

appointments in which directors, etc., are

interested

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95 Prohibition of purchase or grant of financial

assistance by a company

220 Register of directors' shareholdings, etc.

95A Power of companies to purchase its own shares 221 Duty of directors, etc. to make disclosure of

shareholdings, etc.

96 Reduction of share capital 222 Submission of statements of beneficial

owners of listed securities

98 Addition to name of company of and reduced 223 Prohibition of short-selling

100 Power to dispense with consent of creditor on

security being given for his debt

224 Trading by directors, officers and principal

shareholders

103 Minute to form part of memorandum 227 Employees Provident fund and securities

108 Variation of shareholders rights 230 Books of accounts to be kept by the company

109 Registration of unlimited as limited 231 Inspection of books of account by registrar,

etc.

111 Limited company may have directors with

unlimited liability

233 Annual accounts and balance-sheet

115 Perpetual debentures 234A Special Audit

121 Registration of Mortgages & Charges 235 Treatment of surplus arising out of

revaluation of fixed assets

123 Particulars in case of series of debentures entitling

holderspari passu

236 Director's report

125 Register of mortgages and charges 237 Consolidated financial statements.

129 Duty of company and right of interested party as

regards registration

238 Financial year of holding company and

subsidiary

131 Rectification of register of mortgages 239 Rights of holding company's representatives

and members

132 Registration of payment or satisfaction of

mortgages and charges

241 Authentication of balance-sheet

135 Company's register of mortgages 242 Copy of balance-sheet to be forwarded to the

registrar

137 Registration of appointment of receiver or manager 245 [Quarterly] accounts of listed companies

138 Filing of accounts of receiver or manager 248 Certain restrictions on declaration of

dividends139 Disqualification for appointment as receiver or

manager

251 Period for payments of dividend

142 Registered office of company 252 Appointment and remuneration of auditors

143 Publication of name by a limited company 253

145 Publication of authorised as well as paid-up-capital 254 Qualification and disqualification of auditors

146 Restrictions on commencement of business 258 Audit of cost accounts

147 Register of members and index 259 Penalty for non-compliance with provisions

by companies

151 Power to close register 260 Penalty for non-compliance with provisions

by auditors

156 Annual list of members 282 Application of sections 261 to 281 to

liquidators and foreign companies

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157 Statutory meeting of company 295 Management by Administrator

158 Annual general meeting 296 Rehabilitation of companies owing sick

industrial units

159 Calling of extraordinary general meeting 297 Modes of winding up

160 Provisions as to meetings and votes 298 Liability as contributories of present and

past members

160A Circumstances in which proceedings of a General

Meeting may be declared invalid

300 Contributory

161 Proxies 301 Nature of liability of contributory162 Representation of corporations at meetings of

companies and of creditors

302 Contributories in case of death of member

164 Notice of resolution 303 Contributory in case of insolvency of

member

166 Chairman's declaration of result of voting by show

of hands to be evidence

304 Contributories in case of winding up of a

body corporate which is a member

167 Demand for poll 305 Circumstances in which company may be

wound up by Court

168 Time of taking poll 306 Company when deemed unable to pay debts.

309 Provisions as to applications for winding up

SECP ACTSection 2 The Terms of Clearing House

Section 5 The Commissioners

Section 7 Term of office of the Commissioners

Section 9 Appointment of advisor and consultants

Section 12 The Securities and Exchange Policy Board

Section 13 Procedure of the Board

Section 16 Disclosure of interest by Commissioners and Members

Section 20 Powers and functions of the Commission

Section 21 Functions and powers of the Board

Section 23 The Fund

Section 25 Annual Report & accounts

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Code of Corporate Governance 2012 Composition Executive & Non Executive Directors

Independent Directors Composition

Minority Shareholders facilitation

Professional Indemnity Insurance for Independent Directors

Maximum Directorship ships to be held are 7.

Casual Vacancy be filled in 90 days

Responsibility / Powers - BOD

o Exercise powers with sense of Objective judgment and

independenceo Code of Conduct followed

o Redress of grievances from unethical practices

o SHE (Safety, health & environment)

o Whistleblower Policy

o CSR Corporate Social Responsibility

o Transactions with Associated/ Related Parties

o Delegation financial Powers

o Borrowing of Money

o Investment/ Disinvestment of funds

o Capex Planning & Control

o Write off of Bad/ DD

o Marketing

o General Investor awareness

o Procurement of Goods & Services

o RMP Risk Management Policy

o HRM

o System of Sound internal Control

o Annual evaluation of boards performance

o Decisions by resolutionso Define level of materiality

o Chairman, CEO, not be same persons

o Chairman be Non Executive Director

o Role & responsibilities defined for Chairman/ CEO

Meetings of Board

Related Party Transactions

Directors Training Programme

CFO, Company Secretary, CIA (Appointment, Qualification, Removal)

Committees of Board

Internal Audit

External Auditors Compliance to Code of Corporate Governance

SECURITIES & EXCHANGE ORDINANCE 1969

Definitions: (Section 2)SUB-

SECTION

DEFINITIONS SUB-

SECTION

DEFINITIONS

A Agent f Investment company

Ab Associate l Security

Ac Asset management company n Sub-underwriter

B Bank p Underwriter

C Broker q Venture capital company

Ca Central depository BallotersCb Commission future contracts

Cc Commodity exchange Corporatization

Cd Commodity futures contracts de-mutualization

D Equity security free reserves

E Investment adviser

SECTIO

N

DESCRIPTION SECTIO

N

DESCRIPTION

4 Eligibility for registration 15A(2) Prohibition of insider trading

7 Cancellation of registration 16 Credit pledging and lending of

customer securities32 Regulation of business of asset management

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SECTIO

N

DESCRIPTION SECTIO

N

DESCRIPTION

companies, investment advisers, investment

companies and venture capital companies

32A Regulation of central depository companies

32E Corporatization, demutualization and

integration of the stock exchanges

SECRETARIAL PRACTICE:- Minutes AGM

- Agenda of Meeting

- Notice of Meeting

- Functions of Company Secretary Prior & After Incorporation

- List of Statutory Books

- Following Prescribed Forms & Statutory Returns should known as;

- Form 3 Return of Allotments Sec 73 (1)

- Form 7 Notice of Increase in share capital Sec 92/94

- Form 10 Mortgages & Charges Sec 121 & Sec 129 & Sec 463

- Form 11 Mortgages & Charges Property acquired Sec 122 & Sec 463

- Form 12 Mortgages Satisfaction Registration Sec 125, 129, 132 133,137

- For m 16 Modification of Mortgages, Charges Sec 129 (3) & 463

- Form 17 Complete Satisfaction Sec 132 & 463

- Form 21 Situation of Registered office Sec 142

- Form 25 Statutory Report Sec 157

- Form 26 Special Resolution Sec 172

- Form 27 Consent of Directors Sec 184

- Form 29 Particulars of Directors Sec 205

- Form 34 pattern of Shareholding Sec 236 (1)

- Procedure for filling casual Vacancy in BOD

- Procedure for removal of Directors

- Procedure for Election of Directors

CDC ACT 1997

DEFINITIONS- Access

- Accounts,

- Account Holder

- Book entry security

- Central Depository

- Central Depository Register

- Eligible Pledgee

- Issuer

- Jumbo Certificate

- Members

- Participant

- Record

- Register of Members

- Security

- Sub Account

- Sub Account Holders

Section 4 Central depository system

Section 9 Central depository to Supply Information

Section 12 Pledge of Securities

Section 16 Issuance of Jumbo Certificates

Section 35 Power to Make Own Regulations

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MODARABA COMPANIES:

Definition: - Modaraba

Section 5: Eligibility for Modaraba Registration

Types of Modarabas

Religious Board

Appointment of Administrator

Voluntary/ Tribunal Winding Up

Section 09: Religious Board

Section 20: Administrator

Section 21: Enquires by Registrar

Section 22: Voluntarily Winding up

Section 37: Exemption from Tax

NBFC:

Definitions:- Assets Management Services

- Assets

- Closed End Fund

- Closed end Scheme

- Collective Investment Scheme

- Connected Person

- Investment Advisory Services

- Investment Finance Services

- Net Assets

- Open End Schemes

- Major Shareholder

Section 3 & 4: Eligibility for NBFC / Permission

Section 5: Conditions for Licence

NBFC Regulations 2007:

Definitions:- Consumer Financing

- Consumer Leasing

- Contingent Liability

- Eligible Investor

- Equity of Borrower

- Fit & Proper Criteria

- Forced Sales Value

- Liquid Assets

- Net Assets

- Readily Realizable Assets

- Subordinated Loan

- Venture Capital Co./Investment

KSE Regulations:

Definitions:- Defaulters Counter/ Segment

- Floor Price

- Net Worth Individual Investor

- Lead Manager

- Non Complaint Segment

- Offeror

- Step Bid

- Strike Price

Section 7: Prospectus, Allotment, Issue and Transfer of Shares

Section 20: Annual General Meetings / Annual Review Meetings, etc.

Section 29A, B & C: Quality of Audit

Section 30: De-Listing, Suspension and Defaulters Segment

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