General: Overall performance of the candidates was very poor. They were unable to derive the right conclusions in questions where application of the theoretical knowledge was required. As students appearing for final level examinations, they are expected to demonstrate a good command over the topics covered in the foundation level and be aware of the latest developments in the corporate world. Question-wise comments are given hereunder:
Q 1	(a)	(i)	Majority of the candidates failed to state that SECP may provide a copy of inspection report to the share holders, if it (SECP) thinks fit.

		(ii)	This part was generally well attempted by many candidates. However, most of the candidates while quoting the powers of the Court, mentioned them as powers of SECP.

	(b)	Many students stated that neither CMD nor WAPDA had the right to sue each other for various reasons such as the CMD being a foreign company, or the contract being void ab initio etc. Some of the students listed the documents required to be submitted under section 451 of the Companies Ordinance, 1984 which was not required. In fact, in the described situation the CMD will not have the power to sue WAPDA until the required documents have been submitted whereas there shall be no restrictions on WAPDA.

	(c)	The performance of the candidates was average in this question. However, many candidates failed to differentiate between dissolution and winding up of the company and were of the view that the company shall discontinue its business as soon as the winding up proceedings commence.

Q 2	(a)	Few candidates were able to answer well. It seems that most of the candidates had not studied the Listed Companies (Substantial Acquisitions of Voting Shares and Takeovers) Ordinance, 2002. They failed to mention that the SECP, Stock Exchange, the target company and the shareholders should be intimated about any public announcement for acquisition of shares.

	(b)	In case of strategic sale by the government, the nominee directors resign in accordance with the agreement. Casual vacancies thus created are filled by re-election. Very few candidates could give a concise and to the point answer.

Q 3	(a)	A green shoe option is an option to issue a specified number of shares over and above the minimum subscription, in case an issue is over subscribed.

	(b)	Most of the candidates were able to list down the requirements of Companies (Issue of Capital) Rules, 1996 as regards issue of shares for consideration other than cash but failed to explain the conditions as mentioned in the Companies Ordinance, 1984 which needs to be complied with in the given scenario.

Q 4	Both parts of this question were well attempted by most of the candidates.

Q 5	This question relating to buy back of shares was poorly attempted by the candidates. Many of them wrote the complete requirements of the Companies (Buy Back of Shares) Rules, 1999 instead of giving a case to case reply. It was very disappointing to see that many candidates correctly mentioned the whole theory of buy back as mentioned in Section 95A of the Companies Ordinance, 1984 and the Companies (Buy Back of Shares) Rules, 1999 but failed to apply their knowledge in each case correctly. For example, many of the candidates mentioned that buy back of rules will apply to listed companies only but then went on to say that private limited companies can buy back their shares if authorized by the articles.

Q 6	Part (a) was a high scoring question and most of the students secured good marks. However, it was again observed that many students were able to quote the correct legal requirements of submission of proxy but failed to draw a correct conclusion regarding the company's order to reject the proxy.

	Part (b) and (c) were well attempted by majority of the candidates.

Q 7	This question proved be the most difficult question for the examinees. Most of them confused the topic with the functions of the investment finance company and resultantly did not gain any marks. A company can issue commercial paper under section 120 of the Companies Ordinance, 1984 and after following the guidelines issued by the SECP. The prospective investors are Schedule Banks, Financial Institutions and such other persons as may be authorized by State Bank of Pakistan.

Q 8	(a)	Part (a) of the question related to the foreign exchange regulations of State Bank of Pakistan. Although the topic is covered in the syllabus, majority of the students did not score any marks as they did not have any idea about the requirements. This demonstrates the fact that students had resorted to selective studying and ignored this area completely.

	(b)	This was an easy and foundation level question but surprisingly most of the candidates failed to mention clearly that appointment of directors should be made through general meeting of the shareholders and the board's decision to re-appoint them was not in compliance with the law.