The paper was set by combining recent developments in corporate laws and conventional secretarial practice issues with real world application of both. It was evident from the scripts that students are generally aware of corporate laws and are in touch with the ongoing changes in corporate regulations in the country. What seemed lacking in unsuccessful candidates generally was the depth of understanding and correct applicability of knowledge coupled with off-the-track answers.

Question wise comments are as under:

Q.1

(a)

Six situations were given in the question and the students were required to state whether the approval required under each situation could be made through a circular resolution. The answer in the first three situations was that a Board Meeting was required whereas approvals in the last three situations could be made through circular resolution. Very few candidates could answer all the above correctly. Most of them also failed to identify other available options such as Board meeting through video conferencing and appointment of alternate directors etc.

(b)

There were general misunderstanding among the candidates about the Code of Corporate Governance. They were not sure whether it was mandatory or just a set of recommendations. Infact, being a part of listing regulations, it was mandatory for all listing companies. Many candidates started describing various conditions mentioned in the code, although the same were not required.

(c)

Eligibility criteria for appointment of directors under the Code of Corporate Governance other than those given in Companies Ordinance, 1984 was a well attempted topic. Needlessly some students wasted their time in explaining both.

Q.2

(a)

Question specifically required typical matters normally dealt in a Court order for facilitating amalgamation of two limited companies. Somehow, many students picked up the key word ‘amalgamation’ and wrote pages on the procedure for amalgamation instead of items to be included in the Court’s order.

(b)

General effect of appointment of liquidator on powers of directors and chief executive was known. However, exceptions laid down in Companies Ordinance, 1984 to this general provision was missed by many candidates.

Q.3

(a)

Most students restricted their answers to procedure for right issue. They were also required to comment whether further increase of shares with varying rights (specially with preferential right) was possible and under what conditions.

(b)

Unexpectedly, majority of the students are not much familiar with Central Depository System and those who are, were unable to express it properly. However, right of CDC account holders to attend and vote at company’s meetings  proved to be easy and was answered well by most candidates.

Q.4

Most of the students could not understand the question at all. Majority of them explained about the transactions at the defaulter’s counter or when the securities are provisionally listed. Both of the above cannot be classified as unlisted securities. The only example of transactions referred to in the question are unlisted government securities and those delisted securities which are specifically allowed to be traded on the stock exchange, by the SECP.

Q.5

This question has been attempted well by most of the students. Majority of the students seem to have good preparation, as such secured good marks by replying according to the requirement of the question.

Q.6

Both parts of the question were attempted well by most of the students.

Q.7

Majority of the students emphasized on one option i.e. placement of quarterly accounts on website, but failed to explain the legal requirements which are required to be fulfilled while using this option. The option of printing in newspaper was mostly ignored. Most students failed to understand the question and gave lengthy details about the need to file quarterly accounts with various regulatory authorities and other formalities to be fulfilled in this regard.

Q.8

Both the parts of this question were attempted well by the students and they secured goods marks.

Q.9

In this question also the students did not read the question properly and failed to understand its requirement. Mostly they explained the steps to be followed for the establishment of an association and described the procedure for making an application for obtaining a licence instead of describing the conditions which are required to be fulfilled for grant of licence.

Q.10

This question was quite easy and simple to attempt. The students gained very good marks in this question and many of them got full marks.

Q.11

This was also an easy question, but most of the students explained the meaning of “unpublished price sensitive information” only. They failed to explain the related matters which if known would affect the price of the securities. As such they could not gain good marks.