The Institute of Corporate Secretaries of Pakistan 

The Institute of Corporate Secretaries of Pakistan


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Module A : Group 2





Module A Group 1 Code 121



( 100 Marks )     








To provide thorough knowledge of the law of contract, sales of goods, agency and the legal mechanisms for removing commercial disputes, together with a general understanding of other commercial laws which are of importance to business.




( 50 Marks )



Law of Contract:

Nature and kinds of contracts; essentials of contract; agreement, offer or proposal, acceptance, consideration. contractual terms; representation, conditions, warranties. Privities of contracts; exempted clauses, mistakes, misrepresentation and undue influence. Flaws in contracts, flaw in capacity; flaws in consent. Unlawful, void able and void agreements and contracts. Restitution Quasi-contracts: performance and breach of contract. Doctrines of Frustration; Remedies for breach of contract.





Contract of indemnity and guarantee. Rights of surety, discharge of surety.




Definition, nature and general rules of agency, appointment and formation of agency. Classes of agents; factors, brokers, estate agents, del-credite agents, bankers, auctioneers. Duties and rights of agent. Delegation of authority. Scope and extent of agent’s authority. Responsibilities of principal to third parties. Personal liability of agents to third parties. Liability for unauthorized acts in case of undisclosed and non-existent principal. Termination of agency. Creation of agency by estoppels. Contracts relating to futures and derivatives.


Sale of Goods:


Nature and definition of contract for sale and agreement to sell future goods. Distinction between sale and contracts of supply, for example, contracts for work and materials, of barter and of hire including the supply of goods. Contracts of bailment and pledge. Formation of contract of sale. Performance of the contract. Subject matter of contract; price and terms, express and implied conditions and warranties. Passing of property in goods; risk and frustration. Exempted clauses; acceptance and rejection of goods. Transfer of title by non-owners. Duties and rights of parties. Remedies of buyer and seller. Suits for breach of contract. Auction sales. Repudiation of contract before due date, exclusion of implied terms and conditions.




Nature of partnership, relationship between partners and relation to third parties. Rights, duties and liabilities of existing, incoming, outgoing partners & minor partners. Registration of firm and its dissolution procedure



Negotiable Instruments:


An outline of law relating to promissory notes, bills of exchange, bank drafts, cheques, inland and foreign instruments, duties of bankers in relation thereto, negotiation, acceptance, presentment, dishonor, discharge and compensation. Implications of dishonor of a cheque issued.


Resolving Commercial Disputes:


The general nature of and problems associated with commercial litigation and arbitration, payments into court and without prejudice offers. The Arbitration Act: Nature, principles and procedure.



General Principle of Consumer Credit:


The general nature of hire purchase, conditional sale, obligations of the creditor in relation to the quantity etc. of the goods: the creditor’s liability, the general principles in relation to consumer credit. Licensing. Outline of the remedies of the debtor and the creditor.









To develop understanding of the various industrial laws affecting industry and business so as to enable the use of knowledge in formulating plans for operational and long term decisions.





Employment and Remuneration Laws:

The legal test determining the distance of the employer and employee relationship. The employment contract of various nature. The collective agreement and its legal effect. Statutory rights under the provisions of West Pakistan Industrial and Commercial Employment (Standing Orders) Ordinance, 1968 and West Pakistan Shop and Establishment Ordinance and Rules 1969 regarding working terms, holidays, attendance, leave, group insurance, bonus, stoppage of work, dismissal and termination of employment, redundancy and retrenchment and re-employment of retrenched workers. Provisions of Factories Act, 1934 regarding working hours, holidays and overtime, rest intervals, employment of women, and children etc, main provisions of Employment of Children Act 1991 and Rules 1995. Statutory control of payment of salaries and wages. Concept of equal pay and minimum wages and Minimum Wages Ordinance 1961. Provisions of Payment of Wages Act, 1936 regarding definitions of important terms, wage period and terms of employment, responsibility for payment of wages; wages council, deductions and fines, claims for unpaid wages etc.


Safety, Health and Welfare:


Obligations arising in torts, under safety and allied legislation and social welfare. An out line of unemployment and injury benefits: Provisions of Factories Act, 1934 regarding health and safety: Provisions of Workmen’s Compensation Act, 1923 regarding definitions of important terms, general and special defenses and remedies available together with the legal effects of fatal accidents, report of fatal accidents and injuries and medical examination etc, employer’s liability for compensation, amount of compensation, method of calculating wages, review, commutations and distribution of compensation. Provisions of Provincial Social Security Ordinance, 1965 regarding definitions of important terms, amount and payment of contributions, record and returns, benefits including sickness and maternity benefits, death grants, disablement pension etc. Provisions of Employees Old-Age Benefits Act, 1976 regarding payment of retiring benefits, rates of contributions, calculation of qualifying contribution period, records and returns relating thereto. Provisions relating to welfare of the workers under Workers’ Welfare Fund Ordinance1971 and Rules 1976; and Companies Profit (Workers’ Participation) Act, 1968 and Rules 1971, Workers’ Children (Education) Ordinance 1972 and Bonded Labor System (Abolition) Act 1972.


Trade Unions and Industrial Relations:


Trade unions their legal aspect and status, legal effect of the Rules Book Membership and expulsion, trade dispute and trade immunities picketing, strikes and lock-outs. Provisions of Industrial Relation Ordinance, 2002 regarding Collective Bargaining Agent, machinery for the settlement of disputes, conciliation and arbitration, discipline and grievance procedures. Worker’s participation and dispute resolution: labor courts, Labor Appellate Tribunals, National Industrial Relations Commission, authorities, decisions, settlement and awards, penalties and procedures.





Module A Group 2 Code 122



( 100 Marks )     








To provide understanding of Information Technology and to enhance skills in the analysis, design and implementation of information systems.










System Theory:

Systems characteristics, systems cycle, boundaries and environment, open and closed systems, feed-back and feed-forward, adaptability and change. Cybernetic principle: concepts of control and requisite variety, communication and information theory, information and decision making, degree of aggregating; internal/external, quantitative /qualitative, deterministic/probabilistic, programmable / non-programmable.


Management Information Systems:


Strategy for MIS design; information for strategic, tactical and operational systems, distributed and centralized procession. MIS and the personal distributed and centralized procession, MIS and the personal computer. Computer based simulation models. Data base aspects of MIS. The management of information technology project.


System Analysis and Design:

Systems investigations, principle and practice. Systems feasibility studies and the evaluation of information technology based project. Design process for input. Files and data, forms codes and user procedures. Standards and documentation. Systems review staff. The creation, changeover and implementation post systems review. Staff training and development.


Management Aspects:


Organizational structure and information technology. The management of technological change. Financial management controls of computer operation. Internal audit and control, data protection and privacy, legal and social aspects of information technology. Using consultants, sources of advice and assistance. Legal aspects of systems and software acquisition.







Information Concepts:

The nature of data and information. Information attributes, relevance, timeliness and accuracy. Basic processing methods for voice, data, text and image. Basic processing organization: batch, on-line, interactive, distributed and centralized. Concept of files; its types, structure and organization. Elementary data base concepts.




Input equipment for batch and on-line processing data capture methods including documentation. Output including printed, displayed and COM Processors. Basic architecture, micro-processors, operating systems, ROM, RAM. Comparison of micro, mini and mainframe systems. Performance evaluation. Secondary storage methods and devices.



Wide Area Networks. Data transmission methods; digital/analog, methods, multiplexers and telecoms hardware, satellite. Local Area Networks. Topography; star, ring, bus and method of operation, implications for office organization, the electronic office. Introduction to e-commerce; definition, payments by cards, ATMs, other methods of collection of cash.


Software Languages:


Types (machine, low/high level, 4th GL), computer interpreter. Compiler and assembler. Operating systems, utilities, housekeeping and sub-routines. Packages; uses of and application areas, legal aspects. Programming, flowcharts, decision tables, structure of and principles of good practice. Programming using the BASIC Language and Oracle.




DP staff analysis; designers, programmers, operators, data control, librarian. DP controls; vet and validation, internal controls, standards and documentation. Systems design cycle (in outline only): the user; role in IT, liaison, self-design, training and staff development.