C.

Law Marks:27
Test 2-2021 Time: 50 mins

Section A

1. Help Ltd had its registered e in Lahore and wants to move it to Multan. Which of the following is true:-

(a) Special resolution is required along with change in the clause in memorandum

(b) Only special resolution is required

(c) Special resolution is required along with change in the clause in memorandum and notice to
Commission

(d) None of above

2. Consider the following table about the business activities of Jee Hazoor ltd:-

Business Estimated Asset(Rs) Estimated Revenue(Rs)

Online gaming 100 m 36 m
Furniture 150 m 10 m
Horse Trading 80 m 46 m
Fish Trading 70 m 60 m
Total 400 m 152 m

The Principal line of business is :-

(a) Fish Trading

(b) Horse Trading

(c) Furniture

(d) Online

3. All of the following are true about Liability Clause except :-

(a) In case of a company limited by shares only, the liability clause states that ‘the liability of the
members is limited’.

(b) In case of a company limited by guarantee, an additional sentence is added to clarify the extent of
liabilities of the members of that company in the event of its being wound up.

(c) In case of an unlimited company, the liability clause states that ‘the liability of the members is
unlimited’
(d) Liability clause is a part of Memorandum

4. Bahria Ltd was incorporated ,and to obtain the name the company was obtained through
inadvertence. Which of the following is correct .

(a) The name can be changed only if some one files a written complaint with the Commision

(b) The registrar should afford the company a chance to explain its position before making a final
decision.

(c) The company shall , if the registrar so directs, within 30 days of filing of complaint , change its name
with approval of the registrar

(d) None of above

5. Every company shall display in a conspicuous position, in letters easily legible in English or Urdu
characters its name and incorporation number outside the registered office and every office or the place
in which its business is carried on. If the company and officers are in default for not displaying its name
in the manner provided for by Companies Act, 2017.

(a) A level II penalty will be imposed

(b) An officer shall be personally liable for debt for issuing / authorizing any document without
mentioning the name of the company, unless duly paid by the company

(c) Both a & c

(d) None of above

6. If the alteration in Memorendum involves change in principal line of business, the company shall file
the amended memorandum of association with the registrar within ----- days, which shall be recorded.
The missing figure is :-

(a) 15 days

(b) 20 days

(c) 30 days

(d) 45 days after the amendment or 30 days after change in actual business.

7. The Companies Act requires that a public company which is not listed shall have at least ------
directors. The missing figure is :-

(a) 4

(b) 7
(c) 3

(d) 5

8. The articles of association signed by the subscribers to the memorandum and setting out regulations
for a company limited by shares shall be registered with the memorandum. The statement is :-

(a) True

(b) False

Section B

1. Halat Ltd is a company doing currency exchange business. The company’s Memorandum of
Association is in the process of finalization and includes Mr. Khan ,Ms .Zavia, Mr. Khadim and Mr. Majid
among others as initial subscribers. Mr. Khan has not subscribed to any shares .Mr. Khadim’s
shareholding is not mentioned in the Memorandum although he subscribed to the shares. Briefly
comment on the memorandums efficacy along with anyother information required in the clause under
consideration.(05)

2. Shahjhan Ltd is considering to move its registered office from Krachi to Lahore. Briefly explain the
requirements for such a move as per Companies Act 2017.(05)

3. Sorat-e-Hal ltd is considering a change in business and setting up a Merchant Bank where previously it
was only a wholesaler of aluminum. One of the members has commented in a general meeting that it
will require a ordinary resolution and certain other conditions. Briefly explain the requirements in such a
scenario where there is adoption of business activity subject to approval under any law .(09)
Section A

1. D(notice to registrar is also required)

2. C

3. A

4. B

5. B

6.C

7.C

8.B

Section B

1. Authorized capital clause (only for companies having share capital):- This clause contains the amount
of share capital with which the company proposes to be registered, and the division thereof into shares
of a fixed amount. This is the maximum number of shares that can be subscribed. In the same clause,
every subscriber of the memorandum is required to agree at least one share in the share capital of the
company so Mr. Khan needs to subscribe to atleast one share. Each subscriber is required to write
opposite to his name the number of shares he has agreed to take in the share capital of the company so
Mr. Khadims shareholding should be mentioned.

2. For alteration in the registered office, ShahjhanLimited shall:  Pass a special resolution.  Obtain
confirmation from Commission  Submit altered copy of memorandum to registrar within 30 days. 
When Shahjhan Limited actually shifts its registered office, it shall inform the registrar within 15 days of
the date of such change.

3. Alteration A company may by special resolution alter the provisions of its memorandum to adopt any
business activity or any change therein which is subject to licence, registration, permission or approval
under any law. Confirmation from SECP The alteration shall not take effect until it is confirmed by the
Commission on petition. The Commission may make an order confirming the alteration on such terms
and conditions and make such order as to costs as it thinks proper. The Commission shall in exercising
its discretion have regard to the rights and interests of the members of the company or of any class of
them, as well as to the rights and interests of the creditors and may, if it thinks fit, give such directions
and make such orders as it may think expedient for facilitating or carrying into effect any such
arrangement. Copy of order to company and registrar A copy of the order confirming the alteration duly
certified by an authorised officer of the Commission shall be forwarded to the company and to the
registrar within 7 days from the date of the order. Conclusive evidence of alteration An altered copy of
the memorandum shall within 30 days from the date of the order be filed by the company with the
registrar, who shall register the same and issue a certificate which shall be conclusive evidence that all
the requirements of the alteration and the confirmation thereof have been complied with. Extension in
time limit The Commission may by order, at any time on an application by the company, on sufficient
cause shown extend the time for the filing of memorandum with the registrar.