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THE INSTITUTE OF COST AND MANAGEMENT ACCOUNTANTS OF BANGLADESH CMA DECEMBER, 2017 EXAMINATION
PROFESSIONAL LEVEL-III
SUBJECT: 303. CORPORATE LAWS, GOVERNANCE & SECRETARIAL PRACTICE.
Time: Three hours Full Marks: 100
Answer THREE questions from each part, where Q. No. 5 and 10 are compulsory.
Answer must be brief, relevant, neat and clean.
Use fresh sheet for answering each question.
PART – A : CORPORATE LAWS Q. No. 1.
(a) What do you understand by principle of majority rule? Who can remedy against this principle?
(b) “A company is an artificial person created by law with a perpetual succession and a common seal”. Explain this statement and point out the basic features of a company.
(c) A company exists even after the number of members fallen below the statutory minimum.
[Marks: (5+6+4) = 15]
Q. No. 2.
(a) What are the differences between ordinary shares and Mutual fund?
(b) Mr. X wants to invest Tk. 2 crore in the capital market. Advise him the right source of investment i.e. shares or Mutual fund.
[Marks: (8+7) = 15]
Q. No. 3.
(a) What are the key responsibilities of the financial reporting council under Financial Reporting Act 2015?
(b) Discuss the circumstances on which the court orders for winding up of a company on
“Just and equitable” ground.
(c) “Securities and Exchange Commission is empowered to protect the rights of the investors.” Discuss those protection measures under SEC Act 1993.
[Marks: (5+5+5) = 15]
Q. No. 4.
(a) Discuss the discretion of Bangladesh Bank to disqualify auditors appointed by shareholders.
(b) What restrictions are there in payment of dividend under the Financial Institutions Act 1993?
(c) Discuss the various conditions to be fulfilled for maintaining of “Solvency Margin”.
[Marks: (5+5+5) = 15]
Q. No. 5.
Write short notes on any Four of the following:
(a) Issuance of Shares at discount;
(b) Managing Agent;
(c) Book Building Method;
(d) Reduction of share capital;
(e) Pledge and hypothecation.
[Marks: (4 x 5) = 20]
Page 2 of 2 CMA DECEMBER, 2017 EXAMINATION
PROFESSIONAL LEVEL-III
SUBJECT: 303. CORPORATE LAWS, GOVERNANCE & SECRETARIAL PRACTICE.
PART – B : CORPORATE GOVERNANCE & SECRETARIAL PRACTICE
Q. No. 6.
(a) Describe the duties of company secretary in respect of issue of right shares by a Public Limited Company.
(b) Is there any specific and legal duties of a company secretary? If so what are those?
[Marks: (8+7) = 15]
Q. No. 7.
Comment on the following:
(a) A meeting of the Board was adjourned for want of quorum. In the adjourned meeting also the quorum was not present. Should they start the meeting?
(b) The Board of Directors is entitled to do all that a company can do.
(c) Dividends once declared become debts of the company.
[Marks: (5+5+5) = 15]
Q. No. 8.
Explain the role, purpose, nature and characteristic of corporate governance.
[Marks: 15]
Q. No. 9.
(a) What circumstances the audit committee shall immediately report to the Board of Directors?
(b) What is Cost Audit? How is cost auditor appointed?
(c) What are the consequences of the failure by a company to hold its AGM?
[Marks: (5+6+4) = 15]
Q. No. 10.
Write short notes on the following:
(a) Margin Loan;
(b) Procedure for Right Issue;
(c) Preferential payment at the time of winding up;
(d) Locking of the shares of the company;
(e) Share certificate and share warrant.
[Marks: (5 x 4) = 20]
= THE END =
