The Institute of Corporate Secretaries of Pakistan 

The Institute of Corporate Secretaries of Pakistan


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          Admission Policy and Procedure            Examination Form               ID Card
          Student Registration Form                      Exemption Form                  Prospectus
          List of Books                                          Membership Form               List of Members 

Module C : Group 5






Module C Group 5 Code 351



( 100 Marks )     








To provide in depth knowledge of Companies Ordinance 1984, procedural and case laws, rules and guidelines issued to regulate incorporated companies.






  1. To Development of Company Law:
    Chronological development of company law in Pakistan and United Kingdom, development of various concepts including jurisprudence, contemporary and emerging issues.


  2. Nature and Classification of a Company:
    Classifications and definition of incorporated companies. Procedure and effect of registration. Principles of corporate personality and of limited liability. Distinction between companies and partnership. Different classifications of an incorporated company; holding, subsidiary, and associated company, private and public company, statutory and government company, limited and unlimited liability company, company limited by guarantee and shares etc. Association not for profit. Illegal association. Conversion of private company into public company and vice versa.


  3. Formation of a Company:
    Promoters and pre-incorporation contracts. Mode of forming a company. Memorandum and articles of association, their clauses and contents, and formalities for their registration. Alteration of memorandum and restrictions thereon. Alteration in articles. Certificate of incorporation. Services of notices; and authentication of documents.

  4. Floatation:
    Prescribed procedures of floatation. Meaning, purpose and contents of prospectus. Statements in lieu of prospectus. Prospectus by implication. Offer for sale of shares and debentures. Issue of securities outside Pakistan – approval, issue and registration of prospectus, underwriting and commission and other statutory requirements related thereto. Civil and criminal liabilities for misstatements in prospectus. Statutory provisions regarding allotment of shares. Effect of irregular allotment of share. Certificate of commencement of business.

  5. Share Capital and shares:
    The principle of capital. Reconstruction of capital structure. Raising of share capital. Issue of shares at premium, at par and at discount. Increase and decrease of share capital. Buy back of company’s own shares. Further issue of shares – rights and bonus shares. Conversion of loans and debentures into shares. Meaning, nature and kinds of shares and share capital. Variation of shareholders’ rights, Definition, types, rights, liability, eligibility and termination of membership. Register of members and debenture holders. Disclosure of substantial, beneficial and nominee shareholders. Share certificates. Lien, surrender and forfeiture of shares.

  6. Borrowings and creation of charges:
    Nature and extent of borrowing powers of company. Various types and methods of raising of funds meeting short, medium and long-term requirements including public deposits and assistance from banks and non-banking financial institutions. Management of public issue of redeemable capital (including debentures, bonds, terms finance certificates), their loan documentation; preparation of prospectus, under writing and brokerage agreements; allotment letters, share certificates, debenture trust-deed etc. as required under various regulation and guidelines made by Securities and Exchange Commission of Pakistan. Methods of securing borrowed money. Nature and meanings of mortgage, hypothecation, fixed and floating charges. Registration, modification and satisfaction of mortgage, hypothecation and charges. Remedies of debenture holders, appointment and functions of receivers and managers.

  7. Directors and Chief Executive:
    The concept of directors and its evolution. Statutory provisions relating to qualification, appointment, tenure, remuneration, rights, powers, duties, responsibilities, civil and criminal liabilities of directors and chief executive and their retirement, resignation, removal and vacation of office. Disclosure of interest of directors and chief executive.

  8. Functions of the Board, Committees of Directors and Management:
    Basic functions of the Board of Directors and philosophy behind constitution of audit and other committees under the provisions of the Companies Ordinance, 1984 and the Code of Corporate Governance relating to;

         a)  Membership, transfer and transmission of shares
         b)  Giving guarantees, securities making of loans and advances to other bodies
               corporate and inter-corporate investments,
         c)   Maintenance of statutory books and registers, and filing of returns
         d)  Divisible profits and declaration of dividend
         e)  Accounts and audit, notes to the accounts, auditors’ report, subsequent
               amendments to audited accounts, disclosures, responses by the board relating
               to observations and qualification in auditors’ report

  9. Auditors:
    Legal requirements relating to appointment, resignation, removal, qualifications, disqualifications, powers, duties and remuneration of auditors.

  10. Shareholders Democracy:
    Principles of majority rule, majority control through resolution. Protection to investors and other stake holders. Minority protection and minority rights in relation to meetings. Hostile take over under Listed Companies (Substantial Acquisition of Voting Shares and Take Over) Ordinance, 2002.

  11. Insider Trading:
    Definition and concept of insider trading; imposition of restrictions, penalties and fines to curb insider trading under the provisions of Securities and Exchange Ordinance, 1969, Securities and Exchange Rules, 1971 and Listed Companies (Prohibition of Insider Trading) Guidelines.

  12. Compulsory and Voluntary Winding-up:
    Modes of winding-up, grounds upon which a company may be wound up and by whom; order of application of assets of insolvent companies, including concept of fraudulent trading and fraudulent preference. The powers and duties of a liquidator and the consequences of winding-up.



Various Rules Under The Companies Ordinance 1984



  1. Companies (Issue of capital) Rules 1996 and Stock Exchange Rules for issue of capital by companies.

  2. Companies’ share Capital (Variation in Rights and Privileges) Rules 2000.

  3. Companies (Buy-back of shares) Rules 1999.

  4. Companies (General Provisions and Forms) Rules, 1985

  5. Companies (Invitations and Acceptance of Deposits) Rules 1987

  6.  Companies (Appointment of Legal Advisors) Act 1974 and Rules 1975

  7.  Companies (Management by Administrators ) Rules 1975.

  8. NBFC Rules, 2003 issued by Securities & Exchange Commission of Pakistan





Module C Group 5 Code 352



( 100 Marks )     








To provide thorough knowledge and understanding of laws and practice relating to the convening, conducting and managing different kinds of meetings of entities and bodies of various types in order to perform duties of Secretary effectively and to advise and assist the chairman on procedural matters and compliance with various requirements under relevant applicable laws, rules and regulations.









  1. To General Principles of Law and Practice of Meetings:
    Meaning and types of meeting. Distinction between private and public meeting, formal and informal meeting, regular and urgent meeting,, management committee and general body meeting. Rights and restrictions regarding holding meetings, admission and presentation of order therein.


  2. General Conduct and Management of Meetings:
    Requisites of valid meetings: notice, constitution, quorum, time and place of holding, agenda and papers, rules of discussion and motions, adjournment of meetings, procedure for voting and minutes. Powers and duties of chairman. The practical work of the secretary of the organization before, during and after the management committee and general body meeting.

  3. Law of Defamation relating to Meetings and Meetings of Common Law:
    Nature and scope of Law of Defamation relating to the meetings and media reporting. Remedies available under the law. Knowledge and understanding of the law pertaining to the conduct and procedure of meetings at Common Law and leading cases related thereto. Practical work of the secretary with regard to organizing meetings and conference.




  1. Company Meetings:
    Meaning, nature and scope of company meetings. Different types of company meetings. Application of the relevant provisions of the Companies Ordinance 1984, Table A and case laws governing statutory meeting, annual and extra ordinary general meetings, class meetings, meetings of debenture holders, meetings of contributories, meetings of members sanctioning scheme of compromise, reconstruction, acquisition, merger, de-merger, for voluntary and compulsory winding up.

  2. Convening and conduct of Company Meetings:
    Requisites of valid company meetings; legal provisions regarding their convening, notice and its service, constitution, time and place of holding, agenda and papers, quorum, rules of discussion and motions, ordinary and special resolutions, voting, polls, proxies, adjournment; rights, powers and duties of chairman; preparation of minutes and its circulation and confirmation. Practical work of company secretary before, during and after convening the company meetings in the light of the provisions of the Companies Ordinance 1984, Listing Regulations of the Stock Exchange and Code of Corporate Governance.

  3. Meetings of Directors:
    Meaning and necessity of board of directors. Powers of board; restrictions on directors’ powers and validity of their acts. Need for meetings of directors. Board to act at meeting; board when to meet and where to meet. Meaning of board meeting. Types of board meetings; first board meeting, subsequent board meetings and meetings of committees of directors.

  4. Conduct and Management of Directors’ Meetings:
    Requisites of valid board meetings and committees of directors’ meetings. Legal provisions regarding convening and managing board meetings; and the meetings of committees of directors (including audit committee) relating to notice and agenda; its service, form, period, contents and consequence of accidental omission; directors’ attendance, leave of absence, quorum, chairman of the meeting, discussion and motions, resolutions, voting, adjournment, preparation, circulation and confirmation of the minutes, powers and duties of the chairman. Duties and responsibilities of the company secretary before, during and after board meeting and meetings of committees of directors in the light of Code of Corporate Governance, Listing Regulations of the Stock Exchange and the Companies Ordinance, 1984.