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Module C : Group 5
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Module
C |
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Group
6 |
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Code
361 |
SECRETARIAL
PRACTICES AND AUDIT
OBJECTIVE
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.
SYLLABUS
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SECTION - 1 |
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SECRETARIAL PRACTICES |
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(
70 Marks ) |
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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.
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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.
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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.
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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.
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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..
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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.
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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.
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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.
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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.
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SECTION -
2 |
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SECRETARIAL AUDIT |
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(
30 Marks ) |
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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.
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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.
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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.
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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.
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Module
C |
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Group
6 |
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Code
362 |
CORPORATE LAWS
AND PRACTICE
OBJECTIVE
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.
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SECTION -
1 |
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CORPORATE LAWS |
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(
50 Marks ) |
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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SECTION -
2 |
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DRAFTING AND CONVEYANCING |
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(
50 Marks ) |
OBJECTIVE
To provide working knowledge and
understanding of the fundamentals of effective
drafting and conveyance techniques for
compliance with various statutory requirements.
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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.
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General Principles of Drafting:
Rules for drafting, use of
appropriate words and expression besides
clarity and accuracy; legal implication and
requirements.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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).
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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.
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