 |
Module C : Group 5
|
Module
C |
|
Group
5 |
|
Code
351 |
COMPANY LAW
AND ALLIED RULES
OBJECTIVE
To provide in depth knowledge of
Companies Ordinance 1984, procedural and case
laws, rules and guidelines issued to regulate
incorporated companies.
SYLLABUS
-
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.
-
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.
-
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.
-
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.
-
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.
-
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.
-
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.
-
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
-
Auditors:
Legal requirements relating to
appointment, resignation, removal,
qualifications, disqualifications, powers,
duties and remuneration of auditors.
-
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.
-
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.
-
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
-
Companies (Issue of
capital) Rules 1996 and Stock Exchange Rules
for issue of capital by companies.
-
Companies’ share Capital
(Variation in Rights and Privileges) Rules
2000.
-
Companies (Buy-back of
shares) Rules 1999.
-
Companies (General
Provisions and Forms) Rules, 1985
-
Companies (Invitations
and Acceptance of Deposits) Rules 1987
-
Companies
(Appointment of Legal Advisors) Act 1974 and
Rules 1975
-
Companies
(Management by Administrators ) Rules 1975.
-
NBFC Rules, 2003 issued
by Securities & Exchange Commission of
Pakistan
|
Module
C |
|
Group
5 |
|
Code
352 |
MEETING LAW
AND PROCEDURE
OBJECTIVE
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.
SYLLABUS
|
SECTION - 1 |
|
PRINCIPLES OF MEETING |
|
(
40 Marks ) |
-
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.
-
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.
-
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.
|
SECTION -
2 |
|
COMPANY MEETINGS |
|
(
60 Marks ) |
-
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.
-
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.
-
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.
-
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.
|
|
|
|
|
