CGBLE MOST IMPORTANT MCQ’S THAT CAME

IN COMPUTER BASED EXAMS RECENTLY AND

PAST ONLY MCQ’S

CGBLE MCQ’S PAPER 2023 SOLVED WITH

REFERENCE (09th June 2023)
1. As per Section 178 of the Companies Act, every company shall keep the
records of resolutions and meetings of board at the registered office of the
company from the date of the resolution, meeting or decision and it shall be
preserved at least for ___________ in physical form.

a. twenty five years b. five years

c. ten years d. twenty years

REFERENCE: The records must be kept at the registered office of the

company from the date of the resolution, meeting or decision
simultaneously in physical and electronic form and it shall be preserved
for at least ten years in physical form and permanently in electronic form.
(https://assets.kpmg.com/content/dam/kpmg/pk/pdf/2018/02/A
%20brief%20on%20the%20Companies%20Act,%202017%20-
%20updated%203rd,%204th%20&%205th%20Schedule.pdf)

2. As per section 81 of the Companies Act, 2017, where, on issuing shares, a

company has transferred a sum to the share premium account, it shall not be
used for which one of the following purposes?

a. To write off the preliminary expenses of the company.

b. To write off revaluation loss. (FROM MOCK QUESTION NO 24)
c. To write off the expenses of, or the commission paid or discount allowed on,
any issue of shares of the company.
d. To issue bonus shares to its members.
3. Whoever commits the offence of money laundering shall be punishable with
rigorous imprisonment for a term which shall not be less than 01 year but may
extend to _________
(ICMA NOV ATTEMPT MCQS)

a. 10 years b. 5 years
c. 3 years d. 2 years

REFERENCE: Whoever commits the offence of money laundering shall be

punished with rigorous imprisonment for a term which shall not be less
than one year but may extend upto ten years and shall also be liable to fine
which may extend upto twenty-five million rupees and shall also be liable
to forfeiture of property involved in money laundering or property of
corresponding value.
(https://www.fmu.gov.pk/docs/Anti-Money-Laundering-Act-2010-
amended-upto-Sep.%202020.pdf)

4. Whoever commits the offence of money laundering shall also be liable to fine
which may extend to ________ and shall also be liable to forfeiture of property
involved in money laundering or property of corresponding value.
(ICMA NOV ATTEMPT MCQS)

a. 10 million b. 5 million
c. 1 million (NOT SURE) d. 3 million

5. A company shall not maintain register for any contract or arrangement for
sale or purchase or supply of any goods material or services if the value of such
goods does not exceed Rs. ______in the aggregate in any year.

a. 500,000 b. 1,000,000
c. 2,000,000 d. 100 million

REFERENCE: Nothing contained in sub-section (1) shall apply to any

contract or arrangement—

(a) for the sale, purchase or supply of any goods, materials or services if
the value of such goods and materials or the cost of such services does not
exceed five lakh rupees in the aggregate in any year; or

(https://ca2013.com/189-register-of-contracts-or-arrangements-in-
which-directors-are-interested/)
6. If within _________ from the time appointed for the meeting a quorum is not
present in the meeting, if called upon the requisition of members, shall be
dissolved OR if called by the company, shall be adjourned.

a.15 minutes b. 20 minutes

c.30 minutes d. 60 minutes

REFEERENCE: Provided that if within half an hour from the time appointed
for the meeting a quorum is not present the meeting if called upon the
requisition of members shall be dissolved. (FROM REFRESHER NOTES).

7. The board shall form a compensation committee for administration and

superintendence of the employee stock option scheme provided that the
chairman of the compensation committee of listed company shall be an/a
_________.

a. Independent director b. Executive director

c. CEO d. Executive director

REFERENCE: The board shall form a compensation committee for

administration and superintendence of the scheme provided that the
chairman of the compensation committee of listed company shall be
an independent director. (FROM GOOGLE)

8. If a company with intent to defraud, issues a duplicate certificate thereof, the

company shall be punishable with fine which may extend to ________ and every
officer of the company who is in default shall be punishable with imprisonment
for a term which may extend to ________ days, or with fine which may extend to
fifty thousand rupees, or with both.

a. 120000, 90 days b. 100000, 90 days

c. 120000 180 days d. 100000, 180 days

REFERENCE: If a company with intent to defraud, issues a duplicate

certificate thereof, the company shall be punishable with fine which may
extend to one hundred thousand rupees and every officer of the company
who is in default shall be punishable with imprisonment for a term which
may extend to six months, or with fine which may extend to fifty thousand
rupees, or with both.
(https://na.gov.pk/uploads/documents/1487136261_767.pdf)
9. “Ordinary resolution” means a resolution passed by a _______________ majority of
such members of the company entitled to vote as are present in person or by
proxy or exercise the option to vote through postal ballot, as provided in the
articles or as may be specified, at a general meeting.

a. three-fourth b. two-third
c. None of these d. simple

REFERENCE: ―ordinary resolution‖ means a resolution passed by a simple

majority of such members of the company entitled to vote as are present in
person or by proxy or exercise the option to vote through postal ballot, as
provided in the articles or as may be specified, at a general meeting;
(FROM 956 PAGES FILE ANSWER ON PAGE NO 29)

10. As per Listed Companies (Buy-Black of Shares) Regulations, 2019, if

purchasing of its own shares is through securities exchange, bid(s) for the
purchase shall not be made:

a. during the first hour and the last hour of each trading session.
b. during the first half hour and the last half hour of each trading session.
c. during the first hour and the last half hour of each trading session.
d. during the first half hour and the last hour of each trading session.

REFERENCE: Purchase through securities exchange.- Purchase shall be

made through securities exchange subject to the following procedure, in
addition to the purchase procedure provided in regulation 4, namely,-
(a) the purchase shall be made through the automated trading system of
the securities exchange; and
(b) bid(s) for the purchase shall not be made during the first half hour and
the last half hour of each trading session.
(FROM 956 PAGES FILE ANSWER ON PAGE NO 565)

11. A duplicate of a certificate of shares, or other securities, shall be issued

by the company to members within ________days from the date of application.

a. 30 (NOT SURE) b. 20 c. 50 d. 7

12. If the company for any reasonable cause is unable to issue duplicate
certificate, it shall notify this fact, along with the reasons within _______ days from
the date of the application, to the applicant.

a. 30 b. 20 c. 50 d. 7

REFERENCE: If the company for any reasonable cause is unable to issue

duplicate certificate, it shall notify this fact, along with the reasons within
twenty days from the date of the application, to the applicant.
(https://na.gov.pk/uploads/documents/1487136261_767.pdf)
13. A modaraba company shall subscribe in each modaraba floated by it not less
than ten percent of the total amount of Modaraba Certificates offered for
subscription. (Ten Percent is the answer)

14. In the case of a listed company, the Commission, and, in any other case, the
registrar, may for any special reason extend the time within which any annual
general meeting, shall be held by a period not exceeding __________________.

a. forty five days b. sixty days

c. twenty five days d. thirty days

REFERENCE: (FROM SIR QAISER SLIDES ON PAGE NO 602). Provided that, in

the case of a listed company, the Commission, and, in any other case, the
registrar, may for any special reason extend the time within which any
annual general meeting, shall be held by a period not exceeding thirty days.
(FROM 956 PAGES FILE ANSWER ON PAGE NO 857)

15. As per section 190 of the Companies Act 2017, the Government or an
authority or a person authorized by it shall have the power to remove chief
executive of a company where more than _________ of the voting rights are held by
the Government.

a. fifty percent b. sixty percent

c. twenty-five percent d. seventy-five percent

REFERENCE: Notwithstanding anything contained in this section, the

Government or an authority or a person authorized by it shall have the
power to remove chief executive of a company where more than seventy-
five percent of the voting rights are held by the Government. (FROM 956
PAGES FILE ANSWER ON PAGE NO 142)

16. ‘Foreign offence’ certificate regarding money laundering and money

terrorism issued by

a. On behalf of Govt Pakistan

b. On behalf of Foreign Country State
c. Financial monitoring unit
d. On behalf of Foreign State Or Govt Of Pakistan (Not Sure)

NOV MCQ’S

17. Whoever commits the offence of money laundering shall be punishable with
rigorous imprisonment for a term which shall not be less than 01 year but may
extend to _________ (ICMA NOV ATTEMPT MCQS)

a. 10 years
b. 5 years
c. 3 years
d. 2 years
18. . Whoever commits the offence of money laundering shall also be liable to
fine which may extend to ________ and shall also be liable to forfeiture of property
involved in money laundering or property of corresponding value.
(ICMA NOV ATTEMPT MCQS)

a. 10 million
b. 5 million
c. 1 million
d. 3 million

CGBLE 2021 FEB ATTEMPT

MCQS

19. Two mcqs from connected person! Dono ka ans 10% (substantial
shareholder)

20. Private com definition in mcqs me bhi thi!

21. Aik mock se tha ke chairman of NEC kon hoga! 🤣 Minister of finance

22. Proxy kitny hours phele lodge hogi 48

23. Director ke kitny days me meeting na bulanny pr member call kry ge (21)

24. Code of corporate governance se bhi thy 2 to 3 mcqs! Jesy ke graduate ka

kitna experience Hona chahiye! (7 years)

25. Member ko MOA na AOA ki copy kitny days me send kry ge(14)

26. Rotation of auditor! (5 year)

27. Kis condition ke direct ko special resolution ki zrorat hoti he! ( When selling
and subsidiary)

28. Aik mcqs security se tha ke konsi ismy se security nahi he! ( Bill of ex and
pronote)

29. Mcqs from receiver and manager, Who is eligible Ans: unadjusted insolvent

30. Court shall windup co. Circumstances. ANS: 2 preceding years ki financial
statements submit na krwany pr

31. AGM within 120 days of closure of financial year

32. First AGM 16 months of incorporation

33. Index of 50 share holder ka tha aik 16. Sec 9 se mery do mcqs thy! Aik me
exception wrong Thi
34. penalty puchi thi (level 1) sec 9

35. Share certificate duplicate co. Kitny days meissue kregi! (30 days)

36. Mery aik mcqs at least one female director wala bhi aya tha

37. Sukuk k mcqs

38. Notifications ki definition ka mcqs

39. Meeting sa tha kafi

40. Cocg boht aya thaa

CGBLE 2020 NOV ATTEMPT

MCQ’S

41. Related party

42. Sec 135 penalty

43. Securities act (which of the following is not included in securities)

44. COCG sec 35 (Co. website)

45. Sec 11 (AML)

46. Treasury shares percentage and months (20% of paid-up capital for 6
months)

47. How much trustee/receiver FG appoints?

48. Promoter

49. Allotment of share days

50. NBFCs rules

51. PSX (2 mcqs)

52. Securities act (2 mcqs)

53. Principal line of business change by registrar in 30 days

54. Number of independent directors according to COCG 2019

55. Anti money laundering: which property knowingly proceed of crime

56. Meeting (quorum)

57. According to sec 122 (register of debenture holder) which of the following
statement is true

58. According to sec 135 which of the following penalty is true for public
company

59. Under the Companies Act, 2017, a “financial institution” does not include:

a. a business associated or ancillary to banking

b. a company which transacts the business of banking
c. State Bank of Pakistan (From 896 Pages File Answer On Page no 714)
d. a government savings bank
60. Under Non-Banking Finance Companies (Establishment and Regulation)
Rules, 2003, a “venture project” shall not engage in which of the following
business activities?

a. arms and ammunitions

b. high explosives
c. All of these (From Google)
d. gold financing

REFERENCE:
(http://icm.org.pk/downloads/laws_and_definitions/definitions.pdf)

Venture project
"Venture project" means a project which is in the start-up phase of its
business or commercial operations or undergoing expansion or engaged in
a service, manufacturing or production activity based on a new process,
service or technology or located in a remote or underdeveloped area of the
country and is financed by a venture capital fund or a Non-Banking and
Finance Companies licensed as venture capital company and includes a
wholly owned subsidiary of the Non-Banking and Finance Companies
provided it invests in the projects having the above said characteristics.
Provided that the shares of venture project shall not be listed on any of the
stock exchanges in Pakistan at the time of investment by the venture
capital company or venture capital fund and the project shall not engage in
any of the following business activity, namely:-
a. arms and ammunitions;
b. high explosives;
c. radioactive substances;
d. security printing, currency and mint
e. manufacture of alcoholic beverages;
f. environmentally hazardous projects;
g. gold financing;
h. real estate; or
i. non-banking finance companies [Non‐Banking and Finance Companies
Rules,2003]

61. The board by resolution passed by not less than _________ of the total number
of directors for the time being may remove a chief executive before the
expiration of his term of office.

a. ¾ (FROM SIR QAISER SLIDES ANSWER ON PAGE NO 173)

b. 3/5
c. ½
d.2/3
62. Under section 7 of the Public Offering Regulations, 2017, in case of Shariah
compliant debt securities including Sukuk, the issuer shall obtain a Shariah
Certificate from the _______________.

a. Shariah Advisor (FROM 1453 ANSWER IS ON PAGE NO 1185)

b. Ministry of religious affairs
c. Commission
d. Registrar

63. A company shall have a registered office to which all communications and
notices shall be addressed. A company shall notify to the Registrar about it
within _____________ of its incorporation.

a. 30 days (FROM SIR QAISER SLIDES ON PAGE NO 401)

b. 45 days
c. 15 days
d. 60 days

64. Under section 3 of Anti-Money Laundering Act, 2010, a person shall be guilty
of offence of money laundering, if the person knowing or having reason to
believe that such property is proceeds of crime:

a. All of these (FROM SIR QIASER SLIDES ANSWER IS ON PAGE NO 696)

b. conceals or disguises the true nature, origin, location, disposition, movement
or ownership of such property
c. holds or possesses on behalf of any other person any such property
d. acquires, converts, possesses, uses or transfers such property

65. Under the Companies Act, 2017, “rules” means rules made by the
_______________.

a. Registrar
b. Province Government
c. Federal Government (FROM 956 PAGES FILE ANSWER IS ON PAGE NO 31)
d. Commission

66. The notice of a statutory meeting shall be sent to the members at least
___________ days before the date fixed for the meeting along with a copy of
statutory report.

a. 21 (FROM 1453 PAGES FILE ANSWER IS ON PAGE NO 53)

b. 14
c. 7
d. 30
67. “Special resolution” requires a notice of not less than ____________ specifying
the intention to propose the resolution as a special resolution.

a. fourteen days
b. twenty-eight days
c. twenty-one days (FROM 956 PAGES FILE ANSWER IS ON PAGE NO 32)
d. twenty days

68. Under Section 194 of the Companies Act, 2017, which one of the following
companies must have a Company Secretary?

a. A single member company

b. All of these
c. A private company
d. A public company (FROM 956 PAGES FILE ANSWER IS ON PAGE NO 143)

69. If the shares issued by a company remain unclaimed for a period of _________
from the date it is due the company shall give ninety days notices to the
shareholders to file a claim.

a. 2 years
b. 3 years (FROM GOOGLE)
c. 4 years
d. 5 years

REFERENCE:
(https://www.shahmuradsugar.co/media/Notice%20for%20Unclaimed
%20Dividend-Shares.pdf)
READ FIRST THREE LINES OF THE ABOVE SITE.

70. ________________ means offer of a certain portion out of the total amount of
securities approved by the Commission.

a. Secondary Public Offering or IPO

b. Initial Public Offering or IPO
c. Tranche (FROM 956 PAGES FILE ANSWER IS ON PAGE NO 586)
d. Offer for Sale

71. When a dividend has been declared by a company but is not paid within the
period specified under section 242, the chief executive of the company shall be
punishable with imprisonment for a term which may extend to two years and
with fine which may extend to _______________.

a. Rs. 5 million (FROM 956 PAGES FILE ANSWER IS ON PAGE NO 173)

b. Rs. 1 million
c. Rs. 10 million
d. Rs. 15 million
72. Which of the following statements is not correct about the Memorandum of a
company limited by guarantee?

a. It shall state the name of the company with the parenthesis and word
“(Guarantee) Limited” as last words of his name.
b. It shall state the principal line of business
c. It shall state the Province or the part of Pakistan not forming part of a
Province, as the case may be, in which the registered office of the company is to
be situate.
d. It shall state that the liability of the members is unlimited (FROM SIR
QAISER SLIDES ANSWER IS ON PAGE NO 409)

73. As per the Companies Act, 2017, a “body corporate” or “corporation” does not
include:

a. a company incorporated under this Act or company law.

b. a co-operative society registered under any law relating to cooperative
societies. (FROM SIR QAISER SLIDES ANSWER IS ON PAGE NO 33)
c. a company incorporated outside Pakistan.
d. a statutory body declared as body corporate in the relevant statute.

74. ____________ represents redeemable investment in certificates of equal nominal

value representing undivided shares in ownership of tangible assets of a
particular project or specific investment activity, usufruct and services.

a. Participation Term Certificate

b. Musharika Certificate
c. Debenture
d. Sukuk (FROM 956 PAGES FILE ANSWER IS ON PAGE NO 31)

REFRESHER MCQ’S IMPORTANT

AML definitions

Prospectus Sec 57

75. MCQ-o The company shall refund the money in the case of the unaccepted or
unsuccessful applications within fifteen days, if failure than 2% penalty shall be
changed on each month
Share Capital and nature

76. MCQ-  The company shall within 15 days after the application complete the
process and

Share buy back

77. MCQ- Treasury shares shall be held by listed company only.

78. MCQ-o Whoever commits the offence of money laundering shall be
punishable with rigorous imprisonment for a term which shall not be less than
one year but may extend to ten years and shall also be liable to fine which may
extend to one million rupees and shall also be liable to forfeiture of property
involved in money laundering or property of corresponding value.

79. MCQ- Minister of Finance and advisor of finance will be chairman of the
national executive committee

80. MCQ- The Director General FMU shall also act as Secretary of the National
Executive Committee.

81. MCQ- Capital of company also engaged in other business. MCQ

A company which is also engaged in business other than floatation and
management of modaraba shall be eligible for registration as a modaraba
company only if it has a paid up capital of at least seven and a half million
rupees of which an amount of not less than two and a half million rupees shall
be set aside for the modaraba free from any encumbrances.

Company incorporation:

82. MCQ- A person may make an application to the registrar for reservation of a
name mentioned in the application for a period not exceeding sixty ( 60 ) days.

83. MCQ- If the name applied for is refused by the registrar, the aggrieved
person may within thirty (30) days of the order of refusal prefer an appeal to
the Commission.

84. MCQ- the Board shall establish an audit committee of at least three members
comprising of non-executive directors and at least one independent director

COGS-2019

85. MCQ-Independent director at least two or ⅓ with explanation of fraction not

rounded up as one

86. MCQ- Executive directors not to be more than ⅓ with explanation of fraction
rounded up as one

CEO

87. MCQ- The name of first chief executive shall be determined by the
subscribers

88. MCQ- Within fourteen days from the date of election of directors the office of
the chief executive falling vacant

89. Removal of chief executive.-Sec 190 (All are MCQ)

The
a) board by resolution passed by not less than three-fourths of the total number
of directors for the time being, or
b) company by a special resolution, may remove a chief executive before the
expiration of his term of office.
Where more than seventy-five percent of the voting rights are held by the
Government
a) The Government or
b) an authority or
c) a person authorized by it shall have the power to remove chief executive of a
company.

90. Procedure for election of directors. Sec 159 Before Election

MCQ-The existing directors of a company shall fix the number of directors to be
elected in the general meeting, not later than 35 days before convening of such
meeting

91. Powers of the Court to declare election of directors invalid. -Sec 160
MCQ-o The Court may
a) on the application of members Holding at least 10% of the voting power in
the company, and
b) Made within 30 days of the date of election
declare election of all directors or any one or more of them invalid.
The Court may declare such election as invalid if it is satisfied that there has been
material irregularity in the holding of the elections and matters incidental or
relating thereto.

92. MCQ-o A person holding the position of director in more than seven (07)
companies
(d) a listed company shall have not less than seven directors.

93. Dividend

MCQ-Where a dividend has been declared by a company but is not paid within
15 days after the date of meeting, the chief executive of the company shall be
punishable with imprisonment for a term which may extend to two years
and with fine which may extend to five million rupees.

94. MCQ-The records must be kept at the registered office of the company from
the date of the resolution, meeting or decision simultaneously in physical and
electronic form and it shall be preserved for at least 20 years in physical form
and permanently in electronic form

95. MCQ- Any member shall at any time after seven days from the meeting be
entitled to be furnished, within seven days after he has made a request in that
behalf to the company, with a certified copy of the minutes of any general
meeting at such charge not exceeding the amount as may be fixed by the
company
96. MCQ-A poll demanded on any other question shall be taken at such time, not
more than 14 days from the day on which it is demanded, as the chairman of the
meeting may direct.

97. Quorum of general meeting remains absent

MCQ-If within half an hour from the time appointed for the meeting a quorum is
not present, the meeting,
i. if called upon the requisition of members, shall be dissolved;
ii. in any other case, it shall stand adjourned to the same day in the next week at
the same time and place

98. MCQ- Notice of resolution by members

o The members having not less than 5% voting power in the company may give
notice of a resolution.

Proxies Sec 137

99. MCQ - if any member appoints more than one proxy for any one meeting and
more than one instruments of proxy are deposited with the company, all such
instruments of proxy shall be rendered invalid;

100. MCQ-A proxy must be a member unless the articles of the company permit
appointment of a non-member as proxy

101. Obligation to Register as Company & Role of Promoter

MCQ-Section 9: An association, partnership or entity consisting of more than 20

persons shall not be formed for the purpose of carrying on any business that has
for its object the acquisition of gain, unless it is registered as a company under
Companies Act 2017.

102 MCQ. Provided that if within half an hour from the time appointed for the
meeting a quorum is not present the meeting if called upon the requisition of
members shall be dissolved

103 MCQ. In case the audit firm is a sole proprietorship then after completion of
five years such audit firm shall be changed.

104. MCQ….(9) Notwithstanding anything contained in sub-section (1), the

Court may, on the application of creditors to whom amounts not less than sixty
percent of the issued share-capital of the company being wound up are due, after
notice to the registrar, appoint a person whose name does not appear on the
panel maintained for the purpose, to be the official liquidator.
(10) An official liquidator shall not resign or quit his office before conclusion of
the liquidation proceedings except for reasons of personal disability to the
satisfaction of the Court.
(11) Any casual vacancy in the office of an official liquidator occurred due to his
death, removal or resignation, shall be filled up by the Court by the appointment
of another person from the panel maintained

105. Exam MCQ: Notice of change be communicated to registrar within 15 days

of change.

106. Exam MCQ: Approval of SECP would not be required by a listed company
for issuing shares at a discounted price not less than 90% of the par value.

107. Exam MCQ: They may ask Company Type or in which table they lie or
formats of MOA and AOA lie under which section:

Company Type Table of First Schedule

-Co Ltd by Shares AOA Table A
-Co Ltd by Shares MOA Table B
-Co Ltd by Guarantee (Not having Sh. Cap) – MOA+AOA Table C
-Co Ltd by Guarantee (Having Sh. Cap) – MOA+AOA Table D
Unlimited Co – MOA+AOA Table E

SIR ATIF ABIDI EXAM MCQ’S PLUS DESCRIPTIVE

 QUESTION AND ANSWERS
Exam Questions

1. Members and the effect of registration. (Sec 18,118)

1. Subscribers to MOA + upcoming members, are now a body corporate by the

stated name.
2. The body corporate is capable of exercising all the functions of an
incorporated company, having perpetual succession and a common seal;
3. Status and registered office of company are as stated in the application for
registration;
4. For company having share capital, subscribers become holders of the initial
shares; and
5. Persons named in AOA as proposed directors, are deemed to have been
appointed.

Who are the members:

1. Subscribers are deemed to have agreed to become members; and

2. Every other person whose names are entered in the register of members:
- to whom is allotted, or who becomes the holder of any class or kind of shares;
or
- who has agreed to become a member (for company not having a share capital)

2. Liability for carrying on business with less minimum members (sec 15)

1. If number of members of a company is reduced below minimum number of

members:
- Private company other than a single member company 2 members
- Any other company 3 members
and the company carries on business for more than 180 days while, every
person who is a member during the time that it so carries on business after those
180 days shall be severally liable for payment of whole debts of company
contracted during that time and may be sued therefore without joinder in the
suit of any other member [provided that member(s) is cognizant of the fact]

3. Exam MCQ: Any contravention of this section shall be an offence liable

i. In case of a listed company, to a penalty of level 2
ii. In case of any other company, to a penalty of level 1

Annual General Meeting (Sec 132)

4. Exam MCQ: 1st AGM;
- Within 16 months of incorporation

5. Exam MCQ: Subsequent AGM;

- Once in every year
- Within 120 days of close of its financial year

6. Exam MCQ: Extension of 30 days (for special reasons) by SECP (Listed

Co), (Listed Co 4 month and public), or Registrar (other Co) (other Co
Private).

7. Exam MCQ: In a listed company, members residing in a city holding at least

10% of paid up capital, or such other percentage as may be specified, may
demand at least 7 days before meeting, a facility of video-link to participate in
its AGM.

8. Exam MCQ: Notice of AGM shall be given to members, and all other entitled,
21 days before meeting.

9. Read this: For listed Co: notice shall also be

- Sent to SECP, in addition to its being dispatched in normal course to members
- Published in English and Urdu languages at least in one issue each of a daily
newspaper of respective language having nationwide circulation

10. Exam MCQ: Any contravention of this section shall be an offence liable
i. In case of a listed company, to a penalty of level 2 (upto 500,000 – 1000 per
day)
ii. In case of any other company, to a penalty of level 1 (upto 25000 – 500 per
day)

11. EXAM MCQ: Notice + statement u/s 134 shall be faxed to SECP on same
date when sent to members

12. EXAM MCQ: Copies of newspaper (in which notice was published) shall be
forwarded to SECP within 7 days of publication

13. EXAM MCQ: Requirements also be fulfilled if sent notice & scanned copies of
newspaper on SECP’s email.

Exam Questions:
14. Promoter – 2(50)
A person:
- Who is named as a subscriber to the MOA; or
- Who has been named as such in a prospectus; or
- Who has control over affairs of the company, directly or indirectly
whether as a shareholder, director or otherwise; or
- In accordance with those advice, directions or instructions board of
company is accustomed to act (not applicable to a person who is acting
merely in a professional capacity and to the SECP, registrar or an
authorized officer by virtue of enforcement of regulation of the provisions
of this Act or any rules, regulations, instructions, directions, orders
thereof)

15. Exam MCQ: Mode of forming a company (Sec 14) (June Attempt 2021
MCQ)
Following number of persons associated for lawful purpose may, by subscribing
their names to MOA and complying requirements of this Act in respect of
registration, form a company:
- For Public Companies: 3 or more
- For Private Companies: 2 or more
- For Single Member Company: 1 Person

16. Obligation to registrar certain associations, partnerships as companies

(Sec 9) (June Attempt Paper Question)

No association, partnership or entity of more than 20 persons shall be formed for

carrying on any business (for gain) without registration as company under the
Companies Act 2017.
- Penalty= Level 1 + personally liable for all liabilities incurred

Exceptions

1. Any society, body or association, other than a partnership, formed or

incorporated under any other Pakistan law; or
2. A joint family carrying on joint family business; or
3. A partnership of two or more joint families where the total number of
members of such families, excluding the minor members, does not exceed
twenty; or
4. A partnership formed to carry on practice as lawyers, accountants or any other
profession where practice as limited liability Co not permitted under relevant
laws/regulations

17. Filling of Special Resolution (Sec 150) (Exam Question)

1. Every Special Resolution duly authenticated by a director or secretary to be
filed with the registrar within 15 days of passing thereof.
2. Copy of Special Resolution to be annexed to every copy of (registered) AOA
issued after date of resolution
3. Copy of Special Resolution to be forwarded to members on his request on
payment of a fee.
4. Any contravention of this section shall be an offence liable to a penalty of level
1.

18. Independent Directors (Sec 166) (Exam Question June, Aug, Oct 2021)

A director who is not connected or does not have any other relationship, whether
pecuniary or other with company, associates, subsidiaries, holding or directors;
and he can be reasonably perceived as being able to exercise independent
business judgment without being subservient to any conflict of interest

19. Additional Procedure for Purchase through securities exchange (Reg #

6) (Exam MCQ June, Aug & Oct Plus Long Question 5 Marks)

- Purchase shall be made through automated trading system of securities

exchange; and
- Exam MCQ: Bid(s) for the purchase shall not be made during first half
hour and last half hour of each trading session.

20. It shall be mandatory for every company to arrange training for: (Exam
Question)

- At least 1 female executive every year under this Training program from year
starting June 30, 2019
- At least 1 head executive every year under this Training program from year
starting June 30, 2021.

21. Closed-end fund (Exam)

An investment company or a closed-end scheme.

Investment company
A company registered with SECP under the Ordinance and the requirements of
NBFC and Notified Entities Regulations 2008

Closed-end fund/scheme (Exam)

A collective investment scheme having a specified period of maturity which
does not continuously offer its certificates for sale to investors and entitles the
holder of certificates, to receive, proportionate share of the net assets of the
closed end scheme.

22. Grounds for Removal of OL by the court (Sec 316) (Exam)

1. Misconduct;
2. Fraud or misfeasance;
3. Professional incompetence or failure to exercise due care and diligence;
4. Inability to act as PM or OL
5. Conflict of interest during the term of his appointment that will justify
removal.

23. Companies by virtue of registration (Exam)

Under Companies Act 2017 (Sec 14), a company may be registered as:
1. Company limited by shares
2. Company limited by guarantee
3. Unlimited Company

24. Incorporation of NBFC (sec 282C) (Exam)

1. NBFC shall not be incorporated without prior approval by the SECP.

2. NBFC shall not carry on any business unless it holds a license from SECP for
that business.
3. Existing companies in any one or more forms of businesses mentioned in 282A
shall before expiry of 6 months from coming into force of this clause and every
other Co before commencing so shall apply in writing to the SECP for grant of a
license
4. NBFC shall not commence business unless has minimum prescribed capital
for each form of business

25. Other Securities and deposits, etc. (sec 217, 219) (Exam)

1. No company, officer or agent shall receive or utilize securities / deposits

except in accordance with a contract in writing.
2. All moneys received shall be deposited in a separate bank account.
3. Not applicable where money received is in nature of an advance payment for
goods to be delivered or sold to an agent, deal or sub-agent in accordance with
contract in writing

Any contravention shall be an offence liable to a penalty of level 1 + personally

liable to pay the loss suffered by depositor, on account of such contravention.

26. Company Secretary (Exam)

Shall be responsible for ensuring that Board procedures are followed, and that
all applicable laws, rules and regulations and other relevant statements of best
practice are complied with Role of secretary may be combined with CFO or any
other member of senior management.

No person shall be appointed as the company secretary of a Company unless he

is a, ---
1. Member of a recognized body of professional accountants; or
2. Member of a recognized body of corporate or chartered secretaries; or
3. MBA, M.com or law graduate from a university recognized by HEC with at least
five years relevant experience.

No person shall be appointed as CFO unless he is-

1. Member of recognized body of professional accountants – at least 5 years
relevant experience (in case of companies having total assets of Rs 5. Billion or
more)
2. MBA (Finance) from University recognized by HEC – at least 10 years relevant
experience (in case of other companies)

27. Limited company may have directors with unlimited liability (Sec 98)
(Exam)

1. In limited Co (if provided by MOA), liability of all directors/any one may, be

unlimited.
2. On the appointment / election of a director,
- Fact (his liability will be unlimited) shall be disclosed in proposal,
- Furthermore the promoters & officers shall give him a notice in writing that his
liability will be unlimited (before he takes charge)
3. Any violation of this section shall be an offence liable to a penalty of level 1

28. Nomination Committee: (Reg # 30) (Exam)

1. BOD may constitute this committee, of such member and class of directors, as
may deem fit
2. Terms of reference shall be determined by BOD ensuring there is no
duplication or conflict with matters stipulated under terms of reference of HR&R
committee.
3. It shall be responsible for
- Considering and making recommendations to BOD in respect of BOD
committees and their chairmanship
- Keeping structure, size and composition of BOD under regular review and for
making recommendations to BOD with regard to any changes necessary.

29. Exam

Secretary of audit committee shall circulate minutes of meetings of audit

committee to all members, directors, head of internal audit and where required
to CFO prior to next meeting of BOD. If it is not practicable, chairman of Audit
Committee shall communicate a synopsis of the proceedings to BOD and minutes
shall be circulated immediately after the meeting of BOD.

Human Resource and Remuneration Committee: (Reg # 29)

1. Shall consist of at least 3 members comprising a majority of non-executive

directors
2. At least one of the non-executive director shall be an independent director
3. Chairman shall also be an independent director.
4. CEO may be included as a member of the committee.

30. Redeemable Capital -2 (55) (Not based on interest) (Exam)

1. Includes sukuk and other forms of finances obtained on the basis of

- Participation term certificate (PTC)
- Musharika certificate
- Term finance certificate (TFC), or
- Any other security or obligation not based on interest
representing an instrument or a certificate of specified denomination, called the
face value or nominal value, evidencing investment of the holder in the capital of
the company other than share capital, on terms and conditions of the agreement
for the issue of such instrument or certificate; or
- Such other certificate or instrument as the Minister of FG may, by notification in
the official Gazette, specify for the purpose (SECP Circular – Commercial Paper
specified as redeemable capital)

Here “sukuk” represents investment in certificates of equal nominal value

representing undivided shares in ownership of tangible assets of particular
project or specific investment activity, unufruct or services;

31. Private company – 2(49) (Exam)

A company which, by its articles,-

- Restricts the right to transfer its shares, if any;
- Limits the number of its members to 50 not including persons who are in
employment of company;
- Prohibits any invitation to the public to subscribe for the shares, if any, or
debentures or redeemable capital of the company;

Provided that, where two or more persons hold one or more shares in a company
jointly, they shall, for the purposes of this definition, be treated as a single
member

32. Subsidiary company or Subsidiary – 2(68) (Exam)

In relation to any other company (i.e. holding), means a company in which the
holding company
- Controls the composition of the board; or
(can appoint or remove all or a majority of the directors)
- Excercises or controls more than 50% of its voting securities either by itself or
together with one or more of its subsidiary companies (layers):

Provided that such class or classes of holding companies shall not have
layers of subsidiaries beyond such numbers, as may be notified,

A company shall be deemed to be a subsidiary company of the holding

company even if the above control is of another subsidiary company of
the holding company;

Note: the expression “company” includes any body corporate;

33. Printing, signature, etc. of MOA & AOA (Sec 31 & 37) (Exam)

MOA and AOA shall be

-Printed
-Divided into paragraph numbered consecutively
-Dated
-Signed by each subscribers giving following details in presence of a witness
(witness shall attest signature and add his particulars also)
i. Present Name in full
ii. Occupation
iii. Fathers Name
iv. (Husband name In case of married/widow women)
v. Nationality
vi. Usual residential Address
vii. Others particulars as may be prescribed

34. Formats of MOA and AOA (Sec 41) (Exam MCQ)

Company Type Table of First Schedule

-Co Ltd by Shares AOA Table A
-Co Ltd by Shares MOA Table B
-Co Ltd by Guarantee (Not having Sh. Cap) – MOA+AOA Table C
-Co Ltd by Guarantee (Having Sh. Cap) – MOA+AOA Table D
Unlimited Co – MOA+AOA Table E

35. Copies of memorandum and articles to be given to members (Sec 39)

(Exam MCQ)

- Within 14 days of request on payment of prescribed amount.

- Contravention shall attract a penalty of level 1.

36. Clauses of MOA (Sec 27, 28, 29) (Exam)

Name Clause
Name of company should be mentioned in the MOA with the following last words
- Public Co: “Limited”
- Private Co: “(Private) Limited”
- Single Member Company: “(SMC- Private) Limited”
- Guarantee Ltd “(Guarantee) Limited”
- Unlimited: “Unlimited”

Registered office clause

Province or part of Pakistan not forming part of a province (in which registered
office is to be situated)

Address of Registered office (Sec 21)

- Co shall have a registered office within 30 days of incorporation

- Notify to registrar in specified manner
- Exam MCQ: Notice of change be communicated to registrar within 15
days of change
- Change of address from a city of any province to the other city or a city to
another in any part of Pakistan not forming part of a Province, shall
require special resolution
- Level 1 penalty for non compliance

Objects Clause

Principal line of business shall be mentioned

37. Registrar and records of mortgages and charges (Exam)

i. Maintained by Registrar (Sec 102 & 103)

- Registrar shall, in respect of every company, keep a registrar containing
particulars of the charges registered in such form and in such manner as may be
specified.
- Registrar shall be open to inspection by a person on payment of prescribed fees
- Registrar shall keep chronological index, in specified form containing specified
particulars

ii. Maintained by the Company (sec 112)

- Every company shall maintain a register of mortgages and charges in specified

manner
- Register and copies of instrument, creating and charge or modification thereof,
shall be open to inspection of:
i. Any member or creditor of the company without fee; and
ii. Any other person on payment of such fee as may be fixed by company
- Non compliance of this section shall attract a penalty of level 1
- In addition to above penalty, registrar may by order compel an immediate
inspection

Every company shall keep at registered office, a copy of every instrument

creating any mortgage or charge or evidencing modification of the terms or
conditions thereof (Sec 107).

38. Issue of duplicate certificates (Sec 73) (Exam 2021, June, Aug, Oct)

-Duplicate shall be issued by company within 30 days from date of application if

original:
i. is proved to have been lost or destroyed, or
ii. having been defaced or mutilated or torn is surrendered to company.
- Company shall issue duplicate after making inquiry and on terms & conditions
deem fit
- Company may charge fee and actual expenses incurred on inquiry.
- If Company, for any reasonable cause, is unable to issue duplicate certificate, it
shall notify this fact with reasons within 20 days of application
- Any violation of this section shall be an offence liable to a penalty of level 1

If a company with intent to defraud, issues duplicate certificate, it shall be

punishable up to Rs. 100,000; and every officer of who is in default shall be
punishable with imprisonment for a term which may extend to 180 days, or
with fine which may extend to Rs. 50,000, or with both.

39. EXAM (MCQ)

Quarterly Accounts of Listed Companies (Sec 237)

- Every listed company shall prepare quarterly financial statements within the
period of -
i. 30 days of the close of 1st and 3rd quarters of its year of accounts, and
ii. 60 days of the close of 2nd quarter of its year of accounts:
- SECP may, on application by company, extend the period of filing 1st quarter
accounts for a period not exceeding 30 days (if the company was allowed
extension u/s 223)
- Half yearly accounts shall be subject to limited scope review by auditors of
company in such manner, term and conditions as may be determined by ICAP
and approved by SECP.
- Quarterly financial statements shall be
i. Posted on company's website for information of its members
(within such time as may be specified by SECP)
ii. Transmitted electronically to SECP, securities exchange and registrar within
30/60 days
iii. Dispatched in physical form, if so requested by any member, without any fee
- Requirements of approval & authentication (u/s 232) also applicable to
quarterly accounts
- On non compliance of this section, every responsible director, including CEO
and CFO shall be liable to a penalty of level 2

40. Issue of shares other than right (Exam)

Means issue of shares to any specific person or group of persons or body

corporate

Conditions for issue of shares other than right (Reg # 5)

- Board shall consider and resolve to issue shares other than right;
- Decision of board of listed company to increase its capital shall be
communicated to SECP and SE on same day.
- Company shall seek approval of shareholders through special resolution
- Company shall seek approval of SECP complying with all relevant requirements
under Act and these regulations.

41. Prohibition of certain names (Sec 10) (Exam)

Prohibited Names
- A name which contains such word or expression, as may be notified by the
SECP
- A name which is, in the opinion of registrar:
i. Identical with name of a company already registered;
ii. Nearly resembling that name of a company already registered;
iii. Inappropriate;
iv. Undesirable;
v. Deceptive;/Fraud
vi. Designed to exploit or offend the religious susceptibilities of the people;
vii. Any other grounds as may be specified

42. Loan to Director (Sec 182) (Exam)

- Unless the transaction has been approved by a resolution of members, a

company shall not:
i. Make a loan to a director of company or of its holding company; or to any of his
relatives (spouse and minor children)
ii. Give a guarantee or provide security in connection with a loan made by any
person to such a director; or to any of his relatives;
- For a listed company, approval of SECP shall also be required before
sanctioning of loan.
- This section shall not be applicable on a company which in ordinary course of
its business provides loans or gives guarantees or securities for the due
repayment of any loan.
- Every person who is a party to any contravention of this section shall be liable:
i. To a fine up to Rs 1 million; or
ii. For simple imprisonment for up to 1 year.
ii. Jointly and severally, to lending company for repayment of loan or for making
good the sum with markup not less than borrowing cost of lending company

43. Contents of the F/S (Sec 225) (Exam)

- F/S shall:
i. give a true and fair view of the state of affairs of the company
ii. comply with the financial reporting standards notified by SECP
iii. be prepared in accordance with requirements of 3rd Schedule for different
companies
- Any company that intends to make unreserved compliance of IFRS issued by
the IASB shall be permitted to do so.
- SECP may, of its own motion or upon application by a company, modify the
requirements of the relevant Schedule for the purpose of adapting it to the
circumstances of a company.
- SECP shall have power from time to time to grant exemption to any company or
any class of companies if it is in the public interest so to do, from compliance
with all or any of the requirements of the relevant Schedule.
- This section shall not apply to an insurance or banking company or any other
class of companies for which requirements of F/S are specified in law regulating
such companies.

44. Penalty for delay in payment on Chief Executive (Exam)

- Up to 2 years imprisonment or Fine up to 5 Million Rupees or both

- Debarred from becoming CEO/director of Co and any other company for 5
years,

No offence deemed where

- Dividend not paid due to operation of law

- Shareholders has given such direction for payment which cannot be complied
with
- There is a dispute on regarding the right to receive dividend
- Dividend has been adjusted against any sum due to company by the
shareholder
- Any other reason (where default was not on part of company)

For delay Co shall make application & get permission from SECP within 45 days
of declaration

A company may also withhold the payment of dividend of a member where the
member has not provided the complete information or documents as specified
by the SECP.

45. Proceedings of the board (Sec 176) (Exam June, Aug, Oct 2021)

Quorum (Minimum directors to be absent in meeting)

- The quorum for a board meeting of a listed company shall be the greater (I
think instead of greater than it should be written less than) of
i. 1/3rd of the number of directors; or
ii. 4
- Participation of directors by video conferencing or by other audio visual means
shall also be counted for the purposes of quorum
- If there are not enough directors to form a quorum to fill causal vacancy, all the
remaining directors shall be deemed to constitute a quorum for this limited
purpose.
- Quorum for other than listed company shall be as provided in the AOA.
- Board of a public company shall meet at least once in each quarter of a year.
- Contravention of this section shall attract a penalty of
i. Level 2 for listed company
ii. Level 1 for others