The Institute of Corporate Secretaries of Pakistan 

The Institute of Corporate Secretaries of Pakistan


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          List of Books                                          Membership Form               List of Members 

Module C : Group 5






Module C Group 6 Code 361



( 100 Marks )     








To provide thorough knowledge and understanding of the application of statutory provisions, rules and regulations of Stock Exchange and practice of the work of company secretary including the administrative and audit procedures involved.









  1. Company Secretary:
    Meaning and legal position of a secretary. Professional qualification and qualities of good secretary. Appointment and termination of company secretary. Rights of company secretary and his statutory and contractual liabilities. General and statutory duties of company secretary including duties under Income Tax Ordinance 2001, Stamp Act 1899 and other laws. Role of company secretary as statutory officer, coordinator and administrative officer.

  2. Work of Securities Industry:
    The objectives and functions of Stock Exchange, Central Depository Company and Central Depository System. Jobbing, trading post and call-over methods by which securities may be brought to the stock exchange. Admission of securities to listing. Listing agreement; procedure and requirements regarding prospectus, memorandum and articles of association, under-writing, brokerage, bankers to the public issue, merger, amalgamation, de-merger etc. Filing of documents with Stock Exchange, Registrar and Securities and Exchange Commission under the statutory provisions and Code of Corporate Governance.

  3. Floatation of Shares and Securities:
    Procedure and practice in respect of incorporation of different types of companies. Main classes of securities issued by companies. Different sources and methods of raising new capital. Procedure for new issues including prospectus, offer for sale of share and convertible securities, under-writing, commission agreements, alteration of shares, application and allotment of shares, letter of regrets, issue of right allotment letters and trading on stock exchange and procedure for subscription, issue of share certificates, bonus share and right share certificates under the statutory provisions and the listing regulations of the stock exchange.

  4. Concept of Membership:
    The nature and concept of membership of a limited company. Allotment, transfer and transmission of shares and members’ voting and other rights and variation therein. Minority rights. Disclosure of substantial and beneficial ownership. Register of Members and Annual Return.

  5. Registration and Transfer of Securities:
    Practice and procedure for registration, transfer and transmission of shares, debentures, certificates and other securities, including redemption of securities. Upkeep of register, certificates, shares and instruments of redeemable capital intestacy, court orders, personnel representative, powers of attorney, indemnity for lost share certificates, payment of dividends, profits and interest including bulk payment system. The annual return of transfer of share. Understanding of the provisions of Central Depository Act 1997 and Central Depository Companies Rules 1996 and effect of Central Depository System on the provisions of the Companies Ordinance, 1984 relating to inter alia, registration, transfers, maintenance of register of members, sending of notices to members, payment of dividend, issue of bonus and right shares and effect on the rights of members..

  6. Borrowing Powers and Registration of Mortgages, Charges:
    Statutory provisions relating to borrowing powers of the company and directors, debentures, loan instruments of redeemable capital, including creation of mortgages, fixed and floating charges, registration of charges, modification and satisfaction, and filing of relevant forms, trust deeds and powers of trustees, appointment of receiver, sinking fund and redemptions.

  7. Directors and Chief Executive:
    The procedure and practice in respect of appointment, tenure, remuneration, vacation of office, removal, filling of the casual vacancy of directors and chief executive. The statutory provisions relating to powers, rights, duties, civil and criminal liabilities of directors and chief executive including disclosure of interest of chief executive, executive and non-executive directors.

  8. Drafting of Resolutions and Minutes:
    Procedure and practice of drafting of ordinary and special resolutions covering different aspects of corporate matters and requirements passed at first and subsequent board meetings, audit committee meetings, statutory meeting, annual and extra-ordinary general meetings, class meetings. Preparation, circulation, approval and confirmation of minutes of meetings of directors, audit committees and shareholders.

  9. Accounts and Audit:
    Maintenance of statutory books and registers. Statutory and filing requirements under the Companies Ordinance 1984, Code of Corporate Governance and the Listing Regulations of the Stock Exchange relating to accounts and audit, preparation of quarterly and annual financial statements including notes to the accounts, disclosures, directors’ report, auditors’ report, subsequent amendments to the audited accounts and directors’ response to the observations, reservation and qualification in auditors’ report; the procedure of auditors’ appointment, removal, change and filling up casual vacancies.





  1. Company Secretary in Practice:
    Meaning of company secretary in practice. Who can and cannot practice? Who can use designation of secretary. Areas and scope of practice. Concept of self regulatory and administration by exception. Challenges before the secretarial profession. Professional conducts and ethics.

  2. Need and Scope of Secretarial Audit:
    Need for secretarial audit, its scope and objectives. Who can and cannot be appointed for secretarial audit. Rights, powers, duties, responsibilities and removal of secretarial auditor. Restriction on number of audit, period of audit and scope of audit and its implication. Important points to be kept in view of the secretarial auditor. Need of secretarial audit and compliance report.

  3. Share Transfer Audit:
    Appraisal of work of transfer and transmission of shares physically and through Central Depository System. Processing of transfer of shares and maintenance of register of members and debenture holders. Processing of dividend warrants and profit warrants of term finance certificates, dispatch of notice, quarterly and annual reports etc. to the members.

  4. Certification of Documents and Reports:
    Pre-certification of documents required to be filed with Registrar and Securities and Exchange Commission. Certification and signing of company documents, forms, reports and returns. Appraisal of search and status reports and certificates to the banks and financial institutions.



Module C Group 6 Code 362



( 100 Marks )     







To provide indepth knowledge and understanding of various corporate laws, rules and regulations related to secretarial practices, in order to advise and assist directors and managements in taking decisions for complying with various statutory requirements.






  1. Prohibition of abuse of dominant position, certain agreements, deceptive marketing practices and approval of mergers, Establishment of commission, Functions and Powers of the commission, and Penalties and Appeals.

  2. Modaraba Companies and Modarabas:
    The provisions of Modaraba Companies and Modarabas (Floatation and Control ) Ordinance, 1980 and the Rules 1981 relating to registration of modaraba companies; types of modaraba, creation and maintenance of modaraba; religious board; business of modaraba; remuneration of modaraba companies; accounts, audit, board and general meetings; cancellation of registration and winding-up.

  3. Foreign Exchange Regulations:

             a)    Knowledge of foreign exchange regulations (Foreign Exchange Manual –
                     chapter XIX part A and B) 
    relating to definition of foreign controlled
                     companies, general permission for lending to foreign controlled companies
                     for working capital, local borrowings by foreign controlled companies for
                     capital expenditures. Private foreign currency loans; repatriable foreign
                     currency loans by foreign controlled companies for meeting working capital
                     requirements; repatriable and non – repatriable foreign currency investment
                     by Pakistani companies and firms functioning in Pakistan.

             b)    Knowledge and application of rules and regulations (Foreign Exchange
                    Manual – chapter XX) 
    governing acquisition and holding of foreign
                    securities; issue, transfer and export of Pakistani securities to non –
                    residents; general exemption from the restriction on transfer and issue of
                    Pakistani shares and securities to non–residents; procedure for issue of
                    shares and securities and payment of dividend and interest thereon to non
                   residents; trading of quoted shares by non–residents and special instructions
                    regarding shares transferred under Central Depository System. 

             c)   Rules and procedure for obtaining clearance for foreign collaboration and
                    matters connected therewith; setting up of office and branches abroad;
                    business visits abroad by directors and executives; regulations concerning
                    export and operation of different non-resident accounts.


  4. Securities and Exchange Ordinance 1969 and Rules 1971:
    The law and procedure for the protection of investors, regulation of market and dealings in shares and securities and other matters ancillary thereto.

  5. Securities and Exchange Commission of Pakistan Act 1997:
    The purpose of establishing the Securities and Exchange Policy Board and the Commission and their powers and functions; enforcement, monitoring, investigation and proceedings by the Commission; cognizance and prosecution of offences.

  6. Laws relating to Intangibles, Intellectual and Property Rights:

             a)    The Trade Marks Ordinance 2001; 
    the law and procedure relating to
                     registration, caution notices, infringement proceedings; licensing and
                     assignment of trade marks.

             b)    The Patent Ordinance 2000;  the law and procedure relating to registration
                     of patents, licensing of patents, revocation of patents.  

             c)   The Copy Rights Laws;  basic law and procedure in relation to duration of
                    and registration of copy rights; assignment and licensing of copy rights.
                    Implication and effects of Intellectual and Property Rights as embodied in the
                    W.T.O. Agreements.


  7. Laws relating to Stamps and Registration:

             a)    The Stamp Act 1899; 
    as amended from time to time, its application and
                     requirements, methods of stamping, consequences of non stamping and
                     under stamping; impounding of instruments; construction of instruments for
                     determination of stamp duty payable; allowance and refund; adjudication
                     procedure and penalty provision

             b)    The Registration Act 1908, As Amended from time to time;  its application
                     and requirements; compulsory and optional registration of document; time
                     and place of registration. Consequence of non registration; description of
                     property for registration and miscellaneous provisions of the Act.

  8. Asset Management Companies Rules 1995:
    The provisions relating to the establishment of asset management company; its registration, operational aspects including terms and condition for scheme and other allied matters.

  9. Investment Companies and Investment Advisors Rules 1971:
    The provisions relating to the establishment of investment companies, appointment of investment advisor; investment policy, public offer by investment companies and other allied matters.







To provide working knowledge and understanding of the fundamentals of effective drafting and conveyance techniques for compliance with various statutory requirements.


  1. To General Principles of Conveyancing:
    Basic requirements of deed of transfer; description of deed, parties recitals, testatum, consideration, operative words, exceptions, reservation, habendum, testimonials, signature and attestation, endorsement and supplemental deeds.

  2. General Principles of Drafting:
    Rules for drafting, use of appropriate words and expression besides clarity and accuracy; legal implication and requirements.

  3. Drafting of Contracts:
    Agreements to sell/purchase; dealership contracts, building contracts, agency contracts, collaboration agreements, arbitration agreements, guarantees, counter-guarantees, fidelity & performance guarantee, bank guarantee, hypothecation agreement. Hire and purchase of machinery and other chattels, certificate of sale in auction, sale by liquidator - voluntary or under orders of the court, sale of business and assignment of good will.

  4. Drafting of Company’s Documents:
    Promoters’ contract, memorandum of association, articles of association, prospectus, notice, underwriting and brokerage agreements, allotment letters, share certificates, proxies, contract of appointment of chief executive, manager, secretary; debentures, bonds, debentures trust deed, deeds of amalgamation of companies, transfer of undertakings, compromise, arrangements and settlements.

  5. Drafting of Applications and Petitions:
    Administrative machineries for corporate entities. Drafting and filing applications and petitions to Registrar, Securities and Exchange Commission of Pakistan and other authorities, public financial institutions and other appellate authorities under the taxing statutes and corporate legislation. Appeals, writs and special leave petitions, revision and review applications, affidavits for submission to the Tribunal and Courts.

  6. Drafting of Orders, Awards and Reports:
    Nature, types and issue of appointment orders, suspension orders, dismissal and discharge orders. Charge sheets. Apprenticeship agreements. Nature and main contents of award of arbitrators and umpires. Inquiry and investigation reports. Miscellaneous reports.

  7. Deeds of Mortgages and Charges:
    Different types of mortgages deeds. Deeds of further charge on mortgaged property; mortgage by deposit of title deed floating charges, memorandum of pledge of movables, deed of appointment of receiver by mortgage or other charges.

  8. Deed of Assignment, License and Lease:
    Business debts, shares in a company, policies of insurance, patents, trade marks, copyrights, business and goodwill and other rights and interests. Deed of license. Lease of premises, plant and machinery. Sub-lease. Lease by way of renewal. Surrender of lease. Deed altering covenants. Transfer of lease.

  9. Partnership Deeds:
    Deed of partnership for setting up a new business; introduction of new partners; dissolution of partnership firm and purchase of business by a partner.

  10. Power of Attorney:
    Nature and contents of power of attorney. Types of power of attorney; general and particular, nature, meaning and contents of letters of authority and general authority letters (special i.e. for a particular purpose or a few purposes).

  11. Instruments and Bonds:
    Nature, meaning and types of negotiable instruments. Rules relating to promissory notes, bills of exchange, receipts, deed of release, relinquishment and disclaimer, compromise in suits, bonds to preserve trade sector, security bonds, indemnity bonds in case of loss for issue of duplicate share certificates, debentures or bonds, and to the drawer of lost cheque on drawing second cheque by company, and indemnity bond to its chief executive in respect of guarantee given by him.