6. Mind Maps of all syllabus Areas (Final).pdf

556
Syllabus Area wise
Mind Maps
(Cross Linked with all Laws)
1 Introduction to Company Law and Companies 557
2 Incorporation of Companies 558
3 Meetings and Proceedings 560
4 Directors and Other Officers 562
5 Investments, contracts and dividends 566
6 Accounts and Records 568
7 Investigation of Companies 570
8 Mediation, Arbitration, Mismanagement, Restructuring and Rehabilitation 571
9 Winding Up 573
10 Other Miscellaneous Areas of Companies Act 576
11 Introduction to Share Capital 578
12 Debentures 579
13 Further Issue of Share Capital 580
14 Buy back of Share Capital 582
15 Insider trading and other areas of Securities Act 2015 583
16 First issue of capital (Initial Public Offer – IPO) 585
17 Stock Exchange Rule Book 588
18 Substantial Acquisition 590
19 Non-Banking Finance Companies 592
20 Banking Companies and transactions 595
21 Insurance Companies 598
22 Competition Act 2010 600
23 Anti-Money Laundering 601
24 Foreign Exchange Regulations 604
25 Code of Corporate Governance 606
26 Code of Ethics for Chartered Accountant in Business 607

Mind Maps of all Chapters (Cross Linked with different laws) Page 557
Introduction to Company Law and Companies (Ch # 1)
A 1.1: Companies Act, 2017 (Section 1-8, 14(2), 42-44, 45, 52, 54, 254, 255)
A 1.4: Companies (General Provisions & Forms) Regulations, 2018 (Regulation 8)
Introduction of Companies Act 2017
 Short title, extent and commencement (Sec 1)
- Definition of Company – 2(17)
- Definition of Company law – 2(18)
- Definition of Body corporate or Corporation – 2(9)
 Application of Act to non-trading companies with purely provincial objects (Sec 3)
 Act to override memorandum, articles, etc. (Sec 4)
Type of Companies
 Companies by virtue of registration (Sec 14)
- Definition of Company limited by shares – Sec 2(20)
- Definition of Company limited by guarantee – Sec 2(19)
- Definition of Unlimited company – Sec 2(71)
 Additional provision as to companies limited by guarantee (Sec 45)
 Public and Private Companies
- Definition of Public company – 2(52)
- Definition of Listed company – 2(38)
- Definition of Private company – 2(49)
- Definition of Single Member Company – 2(65)
 Non complying the restrictions of private company (Sec 52)
 Holding company and subsidiary company
- Definition of Holding company - 2(37)
- Definition of Subsidiary company or Subsidiary - 2(68)
- Definition of Wholly owned subsidiary” - 2(74)
Authorities under Companies Act 2017
 Securities and Exchange Commission of Pakistan – The SECP (Sec 7, 8 & 54)
- Definition of Document - 2(26)
- Definition of E-service - 2(27)
- Definition of Electronic document - 2(28)
- Reg # 8 - Companies (General Provisions & Forms) Regulations, 2018 Service of
documents on Commission, registrar or company
 Registrar
- Definition of Registrar - 2(57)
 Power of registrar to call for information or explanation (Sec 254)
 Seizure of documents by registrar, inspector or investigation officer (Sec 255)
 Court (Sec 5, 6)
- Definition of Court - 2(23)
Association not for profit (Sec 42 to 44)

Incorporation of Companies (Ch # 2)
A 1.1: Companies Act, 2017 (Section 9-18, 21-24, 26-29, 31-41, 46-51, 53, 118)
A 1.2: First Schedule of the Companies Act, 2017
A 1.4: Companies (General Provisions & Forms) Regulations, 2018 (Regulation 10, 11, 26)
A 1.9: Companies (Incorporation) Regulations, 2017. (Regulation 2 to 10 & 15)
Steps of Incorporation
 Mode of forming a company (Sec 14)
- Definition of Promoter – 2(50)
 Obligation to register certain associations, partnerships as companies (Sec 9)
Names
 Prohibition of certain names (Sec 10)
 Publication of name by a limited company (Sec 22 to 24)
 Change and rectification of names and after effects
 Rectification of name of a company (Sec 11)
 Change of name by a company (Sec 12)
- Definition of Special resolution – 2(66)
- Definition of Ordinary resolution – 2(46)
 Registration of change of name and effect thereof (Sec 13)
Memorandum of Association (MOA)
 Business and objects of a company (Sec 26)
 Clauses of MOA (Sec 27, 28, 29, 21, 53)
- Definition of Authorised Capital or nominal capital - 2(5)
Specimen MOA (1st Schedule)
Companies (Incorporation) Regulations, 2017
 Reservation of Name (Reg # 3)
 Modes of payment of fee (Reg # 3A)
 Prohibition of certain names (Reg # 4)
 Application for incorporation of company (Reg # 5)
 MOA of Association (Reg # 6)
 AOA of Association (Reg # 7)
 Signing of MOA of association and AOA of association (Reg # 7A)
 Appointment of First Directors and Chief Executive Officer (Reg # 8)
 Other information to be provided (Reg # 9)
 Witness in case of physical submission of a document (Reg # 10)
 Additional requirements for foreign subscribers and security clearance (Reg # 15)

Alteration in MOA (Sec 32-34, 40)
 Grounds for alteration in Object or Registered Office clause
- Definition of Alter or alteration - 2(2)
 Process of alteration
- Reg # 10 - Companies (General Provisions & Forms) Regulations, 2018
Alteration of memorandum
 SECP Approval for alteration
Articles of Association (AOA) and its alteration
 Registration of Articles (Sec 36)
- Definition of Articles - Sec 2(3)
 Alteration in AOA (Sec 35, 38, 40)
General Provisions regarding MOA & AOA
 Printing, signature, etc. of MOA & AOA (Sec 31 & 37)
 Formats of MOA and AOA (Sec 41)
 Copies of memorandum and articles to be given to members (Sec 39)
Registration and Certificate of Incorporation
 Registration of memorandum and articles (Sec 16, 17)
 Members and the effect of registration. (Sec 18, 118)
 Liability for carrying on business with less minimum members (sec 15)
Conversion of Status of Companies (46 to 51)
 Public to Private / Private to SMC / Unlimited to Limited / Limited by Guarantee to
Limited by Shares (Provisions same for all these conversions)
Conversion of status of a company
 Private to Public / SMC to Private / Limited to Unlimited / Limited by shares to Limited
by Guarantee (Provisions same for all these conversions)
 Other conditions
 Reserve share capital on conversion from unlimited to limited company
 Issue of certificate and effects of conversion
Intimation about change in nominee or his particulars

Meetings and Proceedings (Ch # 3)
A 1.1: Companies Act, 2017 (Section 55, 131-152, 178, 215)
A 1.3: Companies (Postal Ballot) Regulations, 2018
A 1.4: Companies (General Provisions & Forms) Regulations, 2018 (Regulation 9, 27 to 29)
Type of Meetings
 Statutory meeting of company (Sec 131)
 Annual General Meeting (Sec 132)
Application for extension in holding AGM and laying of financial statements
 Extraordinary General Meeting (Sec 133)
 Meetings called by SECP (Sec 147, 148)
 Power of the Court to declare the proceedings of a general meeting invalid (Sec 136)
Secretarial Formalities
 Pre-requisites for a meeting (Sec 55, 134, 135)
Circulation of reports and notices by companies
Video link facility for meetings
 Records of resolutions and meetings of members and directors (Sec 151, 152, 178)
Format of Minutes (tutor note)
 Attendance at meetings
 Proxies (Sec 137)
 Representations of corporations at meetings of companies and creditors (Sec 138)
 Representation of federal government, etc, at meetings of companies (Sec 139)
 Passing of resolution by the members through circulation (Sec 149)
 Formalities regarding Resolutions
 Notice of resolution (sec 140)
 Resolution passed at adjourned meeting (Sec 146)
 Filing of Special Resolution (Sec 150)
Format of Notice and Special Resolution (tutor note)
Voting in a Meeting
 General rules as to voting (Sec 134)
- Definition of Postal ballot- 2(47)
- Definition of Voting right – 2(73)
 Show of Hands (141, 142)

 Poll
 Poll through secret ballot (Sec 144)
 Demand for poll (sec 143)
 Time of taking poll (Sec 145)
 Undesired activities of the shareholders (Sec 215)
Conduct of shareholders in the meeting
Companies (Postal Ballot) Regulations, 2018
 Eligibility (Reg # 3)
 Electronic voting
 Responsibility of company (Reg # 4)
- Definition of Electronic signature - Reg 2(e)
 Procedure for e-voting (Reg # 7)
 E-voting service provider (Reg # 5,6)
- Definition of Cyber Security - Reg 2(d)
- Definition of Authentication - Reg 2(b)
 Voting through ballot paper
 Responsibility of Company (Reg # 8)
 Procedure for voting through ballot paper (Reg # 9)
 Result of poll (Reg # 10)
 Election of directors (Reg # 11)

Directors and Other Officers (Ch # 4)
A 1.1: Companies Act, 2017 (Section 98, 99, 153-198, 204-213, 246-253)
A 1.4: Companies (General Provisions & Forms) Regulations, 2018 (Regulation 20 to 24)
A 1.7: Companies (Related Party Transactions & Maintenance of Related Records)
Regulations, 2018 (Regulation 3 to 6)
A 3.6: Companies (Manner and Selection of Independent Directors Regulations, 2018)
Introduction and Appointment of Directors
- Definition of Director – 2(25)
 Minimum number of directors of a company (sec 154)
- Reg # 23 - Companies (General Provisions & Forms) Regulations, 2018 Female
representation on the board of public interest company
 Number of directorships (Sec 155)
 Consent to act as director to be filed with registrar (Sec 167)
 Contract of employment with directors (Sec 210)
 Compliance with the Code of Corporate Governance (Sec 156)
 Different type of Directors
 First Director (Sec 157)
 Subsequent (Elected) (Sec 159)
 Substantial Acquirer (Sec 162)
 Casual Vacancy (Sec 161)
 Nominee Director (Sec 164)
 Directors representing special interest (Sec 165)
 Alternate Director (Sec 174)
 Non-executive director (Sec 181)
 Retirement of directors (Sec 158, 161)
 Fresh election of directors on request of substantial acquirer (Sec 162)
- Reg # 25 - Companies (General Provisions & Forms) Regulations, 2018 Fresh
election of directors of a listed company
 Certain provisions not to apply to directors representing special interest (sec 165)
 Independent Directors (Sec 166)
Companies (Manner and Selection of Independent Directors) Regulations, 2018
 Eligibility criteria for person desirous of inclusion in databank
 Directors’ Training Program
 Procedure and manner for inclusion of person desirous of inclusion in databank
 Maintenance of data bank by the Institute
 Responsibility of company and disclaimer by the Institute
Election of Directors
 Procedure for election of directors (Sec 159)
 Powers of the Court to declare election of directors invalid (Sec 160)

Removal of Directors
 Removal of directors through resolution (Sec 163)
 Removal of directors by operation of Law – Vacation of Office
 Vacation of office by directors (Sec 171)
 Validity of acts of directors (Sec 168)
 Ineligibility to become director (sec 153)
 Penalties for ineligible persons on acting as a director (Sec 175, 177)
 Disqualification of directors by SECP (Sec 172, 173)
 Personal liability for company’s debts if person acts while disqualified (Sec 173)
- Definition of Public interest company – 2(53)
Meetings of Directors
 Proceedings of the board (Sec 176)
 Passing of resolution by the directors through circulation (Sec 179)
Duties, Liabilities and Powers etc of Directors

 Duties of directors (Sec 204)
 Liabilities of directors and officers (Sec 180, 181)
 Unlimited Liability of a Director
 Limited company may have directors with unlimited liability (Sec 98)
 Special resolution of company making liability of directors unlimited (Sec 99)
 Restrictions on Directors
 Restriction on director’s remuneration (Sec 170)
 Prohibition regarding making of political contributions (sec 184)
 Prohibition regarding distribution of gifts (Sec 185)
 Restriction on non-cash transactions involving directors (Sec 211)
 Loan to Director (Sec 182)
 Powers of directors (Sec 183)
Interest of Directors
 Disclosure of interest by directors (Sec 205)
 Interest of officers (Sec 206)
 Interested director not to participate or vote in proceedings of board (Sec 207)
 Other requirements
 Declaring a director to be lacking fiduciary behavior (Sec 212)
 Disclosure to members of director’s interest in contract appointing chief executive
or secretary (Sec 213)
 Register of contracts or arrangements in which directors are interested (sec 209)
 Reg # 21 - Companies (General Provisions & Forms) Regulations, 2018 Particulars
of contracts or arrangements in which directors are interested
 Related party transactions (Sec 208)

Companies (Related Party Transactions & Maintenance of Related Records) Regulations
2018
 Conditions for Policy of related party transactions (Reg # 3)
 Conditions for transactions to be characterized as “arm’s length transactions (Reg # 4)
 Approval of related party transactions (Reg # 5)
 Responsibility of Board (Reg # 6)
Chief Executive and Chairman
- Definition of Chief Executive – 2(14)
 Appointment of Chief Executive
 First chief executive (Sec 186)
 Subsequent chief executive (Sec 187)
 Casual Vacancy (Sec 187)
 Terms of appointment of chief executive (Sec 188)
 Other requirements regarding Chief Executive
 Restriction on appointment of chief executive (Sec 189)
 Removal of chief executive before expiration of term (Sec 190)
 Chief executive not to engage in business competing with company (Sec 191)
 Chairman in a listed company (Sec 192)
 Conditions applicable to both; Chairman and Chief Executive (Sec 192, 193)
Sole purchase, sale or distribution agent (Sec 196)
Company Secretary and Share registrar
 Company secretary (Sec 194)
- Definition of Company secretary – 2(21)
- Reg # 22 - Companies (General Provision and Form) Regulations, 2018
Qualification & experience of a Company Secretary
 Independent Share Registrar (Sec 195)
Auditor
 Appointment and remuneration of auditors (Sec 246)
 Qualification and disqualification of auditors (Sec 247)
 Rights and duties of auditors
 Rights (sec 248)
 Duties (sec 249)
 Signature of auditors’ report (Sec 251)
 Audit of Cost Accounts (Sec 250)
 Penalty for non-compliance.
 By companies (Sec 252)
 By auditors (Sec 253)

Register of Director and other Officers
- Definition of Officer – 2(45)
- Definition of Chief Financial Officer (CFO) – 2(15)
 Register of directors, officers (Sec 197)
 Order for rectification (Sec 197)
Reg # 20 - Companies (General Provisions & Forms) Regulations, 2018 Particulars
of directors and officers
 Rights to inspect (Sec 198)
- Definition of Beneficial ownership of shareholders or officer - 2(7)

Investments, contracts and dividends (Ch # 5)
A 1.1: Companies Act, 2017 (Section 84, 199-203, 214, 217-219, 240-245)
A 1.6: Employees’ Contributory Fund (Investment in Listed Securities) Regulations, 2018
A 1.5: Companies (Investment in Associated Companies and Associated Undertakings)
Regulations, 2017
A 1.8: Companies (Distribution of Dividends) Regulations, 2017
Investments in Associated companies or undertakings (Sec 199)
- Definition of Associated Companies and Associated Undertakings - Sec 2(4)
Companies (Investment in Associated Companies or Associated Undertakings)
Regulations, 2017.
 Notice of meeting and information to members (Reg # 3,4)
 Restrictions and conditions (Reg # 5, 6)
 Maintenance of register (Reg # 7)
 Penalty (Reg # 8)
Other Rules of Investments
 Investment of company to be held in its own name (sec 200)
 Employees’ provident and other fund (Sec 218, 219)
Employees’ Contributory Fund (Investment in Listed Securities) Regulations, 2018
- Definition of Contribution
- Definition of Fund
- Definition of Size of Fund or Trust
 Limits for investment and other conditions (Reg 3, 4)
 Mandatory submission regarding investments out of provident fund trust (Reg 5)
Contracts
 General provisions regarding Contracts
 Method of contracting (Sec 201)
 Agent for Execution of deeds (Sec 202)
 Power of company to have official seal for use abroad (Sec 203)
 Contracts by agents of company in which company is undisclosed principal (sec 214)
Deposits
 Security deposits
 Employees’ security deposits (Sec 218)
 Other Securities and deposits, etc. (sec 217, 219)
 Prohibition on acceptance of deposits from public (Sec 84)

Dividends
 Restrictions on declaration of dividends (Sec 240, 241)
 1st Schedule – Table A – Clause 73 (Capitalisation of Profits)
 Payment of Dividend (Sec 242, 243)
Companies (Distribution of Dividends) Regulations, 2017
 Period for making payment of dividends (Reg # 3)
 Manner of payment of cash dividends (Reg # 4)
 Application to withhold or defer payment of dividend (Reg # 5)
 Circumstances to withhold payment of dividend (Reg # 6)
Unclaimed shres, modaraba certificates and dividends
 Unclaimed shares, modaraba certificates and dividend to vest with FG (Sec 244)
 Establishment of Investor Education and Awareness Fund (Sec 245)

Accounts and Records (Ch # 6)
A 1.1: Companies Act, 2017 (Section 56, 119-130, 216, 220-239)
A 1.4: Companies (General Provisions & Forms) Regulations, 2018 (Regulation 14, 19, 25)
Books of Accounts
 Books of accounts to be kept by company (sec 220)
- Definition of Book and Paper and book or paper – 2(10)
- Definition of Books of account – 2(11)
 Inspection of books of account by the SECP (Sec 221, 222)
 Authentication of documents and proceedings (Sec 56)
 Submission of additional statements of accounts and reports (Sec 238)
Final Accounts
- Definition of Financial statements – 2(33)
- Definition of Financial year – 2(32)
- Definition of Financial period – 2(32)
 Financial Statements (sec 223)
 Contents of the F/S (Sec 225)
 Approval and Authentication of F/S (Sec 232)
 Copy of audited F/S to be forwarded to the registrar (Sec 233)
 Right of members & debenture-holder to copies of F/S (Sec 235, 239)
Director’s Report
 Duty to prepare directors’ report and statement of compliance (Sec 226)
 Contents of directors’ report (Sec 227)
- Definition of Foreign company – 2(35)
Group Accounts
 Consolidated financial statements
 Requirements of Consolidated financial statements (Sec 228)
 Financial year of holding company and subsidiary (Sec 229)
 Rights of holding company’s representatives & members (sec 230)
 Financial Statements of modaraba company to include modaraba accounts (Sec 231)
Quarterly Accounts of Listed Companies (Sec 237)
Availability of financial statements on the website of listed Company

Register of Members and Debenture holders
 Register of members and index (Sec 119, 120, 121)
 Register of debenture holders and index (sec 122, 123, 129)
Particulars of members and debenture-holders
 Inspection of registers of members and debenture-holders (sec 124)
 Power to close registers (sec 125)
 Rectification of Registers (Sec 126 to 128)
Return for change in shareholding
 Annual Return (Sec 130)
 Record of Ultimate Beneficial Owner (Sec 123A)
Statement of Compliance with Listed Companies (Code of Corporate Governance)
Regulations, 2019 (Link with Ch 25)

Investigation of Companies (Ch # 7)
A 1.1: Companies Act, 2017 (Section 256-275)
A 1.4: Companies (General Provisions & Forms) Regulations, 2018 Regulation 30, 31)
Investigation
 Application to the SECP and appointment of Inspector (Sec 256, 257)
Application u/s 256
 Duty of officers to assist the inspector (Sec 261, 263, 273)
 Serious Fraud Investigation (Sec 258)
 Powers of the Inspector
 To be a Court for certain purposes (Sec 259)
 To carry investigation into affairs of associated companies (Sec 260)
 Inspector’s report (Sec 262, 271)
Authentication of copy of Inspector’s report
 Court Orders (Sec 264 to 268)
 Proceedings for recovery of damages or property (Sec 269)
 Imposition of restrictions on shares & debentures and prohibition of transfer (Sec 272)
 Expenses of investigation (Sec 270)
 Enquiries and investigation not to be affected by: (Sec 274)

Mediation, Arbitration, Mismanagement,
Restructuring and Rehabilitation (Ch # 8)
B 1.1: Companies Act, 2017 (Sections: 276 to 292)
B 2.1: Corporate Restructuring Companies Act, 2016 (Sections: 1 to 6)
B 2.2: Corporate Rehabilitation Act, 2018 (Chapter: I and II)
B 2.3: Corporate Restructuring Companies Rules, 2019
B 2.4: Corporate Rehabilitation Regulations, 2019 Arrangements and Reconstruction
Mediation and Arbitration
 Mediation and Conciliation Panel (Sec 276, 277)
 Reference of matters to arbitration (Sec 278)
Arrangements and Reconstruction
 Compromise with creditors and members (Sec 279, 280)
 Information as to compromises or arrangements with creditors and members (Sec 281)
 Powers of SECP to facilitate reconstruction or amalgamation (Sec 282, 283)
 Amalgamation of wholly owned subsidiaries in holding company (Sec 284)
 Power to acquire shares of members dissenting from scheme or contract (Sec 285)
Oppression
 Application to Court (Sec 286)
 Powers of the Court (Sec 287-289)
Management by Administrator (Sec 291)
 Representation to the SECP
 Provisions relating to the administrator
Rehabilitation of Sick Public Sector Companies (Sec 292)
- Definition of Public Sector Company – 2(54)
Corporate Restructuring Companies (CRC)
 What is a Corporate Restructuring Company (and connected concepts)
 Incorporation and licensing requirement
 Incorporation of CRC (Sec 4.)
 Eligibility and licensing procedure (Rule 3)
- Def of Person
- Def of Government Agency
 Functions and working of CRC (Sec 5)
- Def of Speculative transaction

 Transfer of non-performing assets (Sec 6)
- Def of Affiliate
- Def of Control
- Def of Vesting date
 Cancellation of licence (Rule 4)
Corporate Rehabilitation
 Rehabilitation of Debtor
 Debtor (Sec 6)
 Commencement of a case (Sec 8)
- Qualifying creditors
 Plan of rehabilitation (Sec 7)
- Claim or debt
- Interests or class of interests
- Security interest
- Property
 Statement of affairs of debtor (Sec 9)
 Mediation
 Mediation (Sec 10)
 Notice of order of mediation (Sec 11)
 Acceptance of plan of rehabilitation (Sec 13)
 Confirmation of a plan of rehabilitation (Sec 14)
 Implementation of plan of rehabilitation (Sec 15)
 Revocation of confirmation of a plan of rehabilitation (Sec 16)
 Dismissal or Conversion of Case
 Dismissal of a case (Sec 17)
 Conversion of a case to winding up (Sec 18)
 Consequences of conversion (Sec 19)
 Panel of Insolvency Experts
 Insolvency experts (Sec 5)
- Code of conduct (Reg # 8)
- Remuneration of insolvency expert and administrator (Reg # 7)
 Eligibility Criteria (Reg # 4)
 Application procedure (Reg # 5)
 Jurisdiction of courts
 Jurisdiction and powers of High Court (Sec 3)
 Appeal and review (Sec 4)
 Stay of actions against debtor (Sec 12)

Winding Up (Ch # 9)
A 1.1: Companies Act, 2017 (Section 293 to 302, 304 to 306, 312 to 396, 406 to 426)
Introduction to Winding up
 Modes of winding up (Sec 293)
 The concept of Contributories
 Liability as contributories of present and past members (Sec 294)
 Liability of directors whose liability is unlimited (Sec 295)
 Deemed or alleged to be contributories (Sec 298 to 300)
 Other provisions regarding contributories (296, 297)
 Status of companies being wound up (Sec 387)
Winding up by Court
 Step # 1 - Petition for winding up
 Circumstances in which a company may be wound up by Court (Sec 301)
 Conditions applicable to the applicants for petition of winding up (Sec 304, 306)
 Step # 2 - Appointment of Provisional Manager (Sec 315)
 Step # 3 - Appointment of Official Liquidator
 Panel maintained by SECP (Sec 315)
 Other requirements (Sec 315)
 Grounds for Removal of OL by the court (Sec 316)
 Remuneration of official liquidator (Sec 317)
 Step # 4 - Getting prepared Statement of Affairs (Sec 320)
 Step # 5 - Report to the court (Sec 321)
 Step # 6 - Procedures for winding up
 Powers of the Court
- Power to exclude creditors not proving in time (Sec 334)
- Adjustment of rights of contributories (Sec 335)
- Power to order costs (Sec 336)
- Power to require delivery of property (Sec 325)
- Settlement of list of contributories and application of assets (Sec 323)
- Power to order payment of debts by contributory (Sec 329)
 Powers and duties of official liquidator (Sec 337)
 General provisions as to liquidators (Sec 319)
 Exercise and control of liquidator's powers (Sec 340)
 Step # 7 - Distribution of the Funds by OL (Sec 341)
 Step # 8 - Dissolution of Company (Sec 342)
 Records to be kept by OL
 Books containing proceedings of meetings (Sec 338)
 Liquidator’s account (Sec 339)

Member’s Voluntary Winding up
 Effect of voluntary winding up on status of company (Sec 348, 349)
 Step # 1 - Circumstances in which company may be wound up voluntarily (Sec 347)
 Step # 2 - Declaration of solvency (Sec 351)
 Step # 5 - Appointment of liquidator (Sec 353)
 Remuneration of Liquidator
 Casual vacancy in office of liquidator (Sec 354)
 Power of liquidator to accept shares as consideration for sale of assets (Sec 356)
 Step # 6 - Notice of resolution to wind up voluntarily (Sec 350)
 Step # 7 - Calling of different meetings by Liquidator
 Duty of liquidator where company turns out to be insolvent (Sec 357)
 Duty of liquidator to call general meetings (Sec 358)
 Step # 8 & 9 - Final meeting and dissolution (Sec 359)
 Alternative provisions as to meetings in case of insolvency (Sec 360)
Creditor’s Voluntary winding
- Creditors’ voluntary winding up (Sec 352)
 Meeting of creditors (Sec 362)
 Appointment of liquidator
 Process of appointment (Sec 363)
 Fixing of liquidator's remuneration (Sec 364)
 Cessation or continuance of the boards’ powers (Sec 365)
 Power to fill vacancy in office of liquidator (Sec 366)
 Duty of liquidator to call meeting of company and of creditors (Sec 368)
 Final meeting and dissolution (Sec 369)
Provisions applicable to every Voluntary Winding Up
 Powers of the Court regarding liquidator and proceeding (Sec 373 & 380)
 Powers and duties of the liquidator in voluntary winding up
 General powers and duties (Sec 372)
 Application of liquidator to Court for public examination of promoters etc (Sec 377)
 Power to apply to Court to have questions determined or powers (Sec 376)
 Notice by liquidator of his appointment (Sec 374)
 Other Provisions
 Distribution of property of company (Sec 370)
 Statement of Affairs and Reports by Liquidator (Sec 371)
 Costs of voluntary winding up (Sec 378)
Winding up under supervision of court
 Power to order winding up subject to supervision (Sec 381, 382)
 Effect on liquidator (Sec 384 to 386)
 Court may have regard to the wishes of creditors and contributories (Sec 383)

Provisions applicable to all modes of winding up
 Debt of all description to be proved (Sec 388, 389)
 Preferential payments (Sec 390)
 Transfers of shares and assets near the period of winding up (Sec 391)
 Disclaimer of onerous property (Sec 392)
 Liquidator to exercise certain powers subject to sanction (Sec 406)
 Meetings to ascertain wishes of creditors or contributories (Sec 407)
 Payments by liquidator into bank (Sec 416)
 Unclaimed dividends and undistributed assets (Sec 417)
 Books of accounts and other proceedings to be kept by liquidators (Sec 418)
 Continuance of provisions relating to audit (Sec 419)
 Inactive Company (Sec 424)
 Easy exit of a defunct company (Sec 426)
- Definition of Register of companies – 2(56)
 Registrar may strike defunct company off register (Sec 425)
Miscellaneous Provisions of winding up (Extracts from bare Law
 322. Court directions on report of official liquidator
 324. Custody of company's properties
 326. Power to summon persons suspected of having property of company
 327. Power to order public examination of promoters, directors
 328. Power to arrest absconding contributory
 330. Power of Court to make calls
 331. Power to order payment into bank
 332. Regulation of account with Court
 333. Order on contributory conclusive evidence
 343. Saving of other proceedings
 355. Notice by liquidator of his appointment
 393. Fraudulent preference
 394. Liabilities and rights of certain fraudulently preferred persons
 395. Avoidance of certain attachments, executions
 396. Effect of floating charge
 408. Documents of company to be evidence
 409. Summary disposal of certain suits by liquidators
 410. Limitation
 411. Court fees
 412. Inspection of documents
 413. Disposal of books and papers of company
 414. Power of Court to declare dissolution of company void
 415. Information as to pending liquidations.
 420. Enforcement of duty of liquidator to make return
 421. Notification that a company is in liquidation
 422. Court or person before whom affidavit may be sworn
 423. Power to make rules

Other Miscellaneous Areas of Companies Act 2017 (Ch # 10)
A 1.1: Companies Act, 2017 (Sections: 427 to 468,471 to 473, 498, 500, 505)
Companies Established outside Pakistan
- Section 434
 Establishing a place of business in Pakistan - Documents to be delivered (Sec 435, 436)
 Service of notice or documents on foreign company (Sec 440)
 Accounts of foreign companies (Sec 437)
 Certain obligation of Foreign Companies (Sec 438)
 Power of the SECP to require information from foreign companies (Sec 439)
 Ceasing to have place of business - Intimation of to be given (Sec 443)
 Miscellaneous provisions:
 What is a Place of Business (Sec 445)
 Status of contracts on non compliance (Sec 441)
 Provisions applicable on registered companies also applicable on these (Sec 442)
 Issue of prospectus (Sec 446)
 Restriction on campaign for sale of securities (Sec 447)
Winding up of Unregistered Companies
 What is Unregistered Co (Sec 427)
 Winding up of unregistered companies (Sec 428, 429, 433)
 If unregistered company has no power to suit or to be sued in common name (Sec 432)
Refusal of documents by registrar
 Registrar not to accept defective documents (sec 464)
 Disputes relating to shareholding and directorship and the registrar (Sec 466)
 Acceptance of documents presented after prescribed time (Sec 468)
Miscellaneous
 Filing of documents
 Filing of documents electronically (Sec 471)
 Destruction of physical record (Sec 472)
 Supply of documents, information, notices to the members electronically (Sec 473)
 Other Requirements
 Certification of Shariah compliant companies & securities (Sec 451)
 Approval of transfer of shares by the agents licenced by the SECP (Sec 467)
 Companies’ Global Register of Beneficial Ownership (Sec 452)
 Prevention from fraud, money laundering & terrorist financing (Sec 453)

Misc sections of Co.Act not covered elsewhere (Extracts from bare Law)
 448. Registration of charges
 449. Notice of appointment of receiver
 450. Notice of liquidation
 454. Free Zone Company
 455. Filing of documents through intermediaries
 456. Acceptance of advances by real estate companies engaged in real estate
projects
 457. Agriculture Promotion Companies
 458. Power to give exemptions by the Federal Government
 459. Quota for persons with disabilities in the public interest companies
 460. Valuation by registered valuers
 461. Security clearance of shareholder and director
 462. Registration offices
 463. Production of documents kept by registrar
 465. Special return to rectify the data
 498. Liability of directors for allotment of shares for inadequate consideration.
 500. Penalty for carrying on ultra vires business.
 505. Application of Act to companies governed by special enactments
- Def of Startup company

Introduction to Share Capital (Ch # 11)
A 1.1: Companies Act, 2017 (Section 25, 60-62, 71-80, 85-87, 89-97)
A 1.4: Companies (General Provisions & Forms) Regulations, 2018
(Regulation 13, 16, 16A & 17)
Introduction to Share Capital
 Publication of authorized as well as paid-up capital (Sec 25)
 Shares and the Share Certificate
 Features of a share and the share certificate (Sec 60 to 62, 71)
 Reg # 16 - Companies (General Provisions & Forms) Regulations, 2018 Issue of
certificate of shares
 Prohibition on issuance of bearer shares or bearer share warrants, etc (Sec 60A)
 Reg # 16A - Companies (General Provisions & Forms) Regulations, 2018 Procedure
for registration or cancellation of securities of bearer nature
 Issuance of shares in book-entry form (Sec 72)
 Reg # 17 - Companies (General Provisions & Forms) Regulations, 2018 Issuance of
shares in book-entry form
 Issue of duplicate certificates (Sec 73)
Transfer and Transmission of Shares
 Transfer of shares and other securities (Sec 74)
 Transfer of shares in case of a private company (Sec 76)
 Reg # 13 - Companies (General Provisions & Forms) Regulations, 2018 Transfer of
shares by member of a private company
 Refusal of Transfer
 Directors not to refuse transfer of shares (sec 75)
 Notice of refusal to transfer (Sec 77)
 Appeal against refusal for registration of transfer (Sec 80)
 Transfer of shares in case of death of a member
 Transfer to successor-in-interest (Sec 78)
 Transfer to nominee of a deceased member (Sec 79)
Alteration in Authorised Capital
 Power of company to alter its share capital (Sec 85)
Reduction of Share Capital
 Reduction of share capital (sec 89)
 Process of Reduction (Sec 90 to 93)
 Other Formalities regarding reduction of share capital
 Publication of reasons for reduction (Sec 96)
 Liability of members in respect of reduced shares (Sec 94, 95)
 Prohibitions on company regarding buy back etc (sec 86, 87)

Debentures (Ch # 12)
A 1.1: Companies Act, 2017 (Section 30, 63, 65, 66, 100-117)
A 1.4: Companies (General Provisions & Forms) Regulations, 2018 - Regulation 18
Introduction to Debentures
- Definition of Debenture – 2(24)
 Issue of debentures (Sec 63)
 Implied power to borrow (Sec 30)
 Type of Securities
- Definition of Mortgage or charge - 2(42)
Mortgages and Charges
 Requirements to register a mortgage or charge
 Certain mortgages and charges to be void if not registered (Sec 100)
 Duty of company and right of interested party as regard registration (Sec 105)
 Rectification of register of mortgages (sec 108)
 Payment or Satisfaction of Debenture
 Company to report satisfaction of charge (Sec 109, 111)
 Power of registrar to make entries in absence of intimation (sec 110)
 Register and records of mortgages and charges
 Maintained by Registrar (Sec 102 & 103)
 Maintained by the Company (sec 112)
Series of debentures and the role of Trustee
 Series of debentures entitling holders pari passu
 Particulars in case of series of debentures (Sec 101)
 Reg # 18 - Companies (General Provisions & Forms) Regulations, 2018 Verification
of copies for purposes of sections 100, 101 and 106.
 Endorsement of certificate of registration (sec 104)
 Powers and liabilities of trustee (Sec 65)
Receivers and Managers
 Appointment of receiver or manager (Sec 113)
 Filing of accounts of receiver or manager (Sec 114)
 Disqualification for appointment as receiver or manager (Sec 115)
 Application to Court (Sec 116)
 Power of Court to fix remuneration of receiver or manager (Sec 117)
Securities and Redeemable Capital - Not Based on Interest (Sec 66)
- Definition of Redeemable Capital – 2(55)

Further Issue (Ch # 13)
A 1.1: Companies Act, 2017 (Section 58, 59, 70, 81-83)
A 1.4: Companies (General Provisions & Forms) Regulations, 2018 - Regulations: 12,15
A 2.1: Private Placement of Securities Rules, 2017 - Rules 4 to 6
A 2.2: Companies (Further Issue of Shares), Regulation 2020
Issuance of Shares at Discount (Sec 82 of Companies Act 2017)
Issuance of Shares on Premium (Sec 81 of Companies Act 2017)
Bonus Issue (Reg # 4 of Further Issue Regulations 2018)
Further Issue of Capital
 Offer of Further Shares (Sec 83 – Companies Act 2017)
Reg # 15 - Companies (General Provisions & Forms) Regulations, 2018
Further Issue of Shares
 Right Issue (Reg # 3)
- Definition of Issue;
- Definition of Initial Public Offer (IPO)
- Definition of Further issue of shares
- Definition of Issue size
- Definition of Issue price
- Definition of Right issue
 Issue of shares other than right (Reg # 5)
Private Placement u/s 83 (Private Placement of Securities Rules, 2017)
 Conditions for Issue of Further Share Capital through Private Placement
(Rule 4)
 Conditions for Issue of Debt Securities through Private Placement (Rule 5)
 Reporting to SECP (Rule 6)
Issuance of shares with differential rights (Reg # 6)
- Definition of Preference shares
Conditions for Issuance of shares with differential rights
 Appeal to court against variation of right (Sec 59 – Companies Act 2017)
Employee Stock Option Scheme (Reg # 7, 8 & Sec 83A of Companies Act 2017)
- Employees’ Stock Option – Sec 2(29) of Companies Act 2017
- Definition of Scheme
- Definition of Option
- Definition of Vesting

- Definition of Vesting period
- Definition of Exercise
- Definition of Exercise period
- Definition of Exercise price
- Definition of Market price
Registered valuers (Reg # 8A, 8B)
General conditions, reporting & disclosures etc (Reg # 9 to 11)
Return as to allotments (Sec 70 – Companies Act 2017)
- Reg # 12 - Companies (General Provisions & Forms) Regulations, 2018 Return
of allotments of shares
- Definition of Financial Institution – 2(31)

Buy back of Share Capital (Ch # 14)
A 1.1: Companies Act, 2017 (Section 88)
A 3.3: Listed Companies (Buy-Back of Shares) Regulations, 2019
Buy back of the Shares by Listed Company (Sec 88 - Companies Act 2017)
Listed Companies (Buy-Back of Shares) Regulations, 2019
 Eligibility Requirements for the Purchase (Reg # 3)
 The Purchase Procedure
 Procedure for Purchase (Reg # 4)
 Procedure for Purchase through securities exchange (Reg # 6)
 Purchase Period (Reg # 7)
 Purchase Price (Reg # 8)
 Regulations regarding Treasury Shares
 Maximum holding of Treasury Shares (Reg # 9)
 Disposal of the Treasury Shares (Reg # 13)
 Obligations and Restrictions of the Purchasing Company
 Obligations (Reg 10)
 Restriction (Reg 11, 12)
Power to give directions (Reg 14)

Insider Trading and Other Areas (Ch # 15)
A 3.1: Securities Act 2015 (Section 2, 63-65, 96-106, 128-131) and Relevant Rules and
Regulations made there under
Trading by directors and other officers
 Directors and others shareholding in Listed Company (Sec 101 – 103)
- Definition of Executive officer
- Definition of Auditor
- Definition of Substantial Shareholder
- Definition of Beneficial ownership
- Definition of control
- Definition of Equity Security
- Definition of Trading in securities
 Gain made by trading of Listed Company’s shares (104-106)
- Fines & Penalties payable to SECP (Sec 101 to 105)
Insider Trading
 Prohibition of insider trading (sec 128)
 Inside information (sec 129)
 Insiders (sec 130)
 Listed companies responsibilities to disclose inside information (131)
Protection of the security holder or other stakeholders
 Price sensitive information
 Disclosure of price sensitive information (Sec 96)
 Disclosure in case of information received by others (Sec 97)
 Powers of SECP
 Require production of records concerning listed company (Sec 98)
- Definition of Record
- Definition of Majority shareholder
- Definition of Control
 To issue directives to listed companies (Sec 100)
 Remedy in cases of unfair prejudice by listed companies (Sec 99)
Regulated Securities Activities (sec 63 to 65)
 What are regulated securities activities (Sec 63)
- Definition of Regulated person
- Definition of Securities broker
- Definition of Securities adviser

- Definition of Securities manager
- Definition of Balloter
- Definition of Underwriter
- Definition of Customer
- Definition of Customer assets
- Definition of Customer money
 Requirements for Licensing (Sec 64 & 65)
- Definition of Representative
- Definition of Principal
Definitions of Securities Act 2015 (Not related to any syllabus area)
- Associate
- Clearing facility
- Clearing member
- Default proceedings
- Default regulations
- Depository receipt
- Family
- Futures broker
- Market contract
- Money
- Qualified institutional buyer
- Quotation and trade reporting system
- Regulated market
- Securities
- Securities Market
- Senior management officer

First Issue of Capital (Initial Public Offer – IPO) - Ch # 16
A 1.1: Companies Act 2017 (19, 20, 57, 67-69)
A 3.1: Securities Act 2015 (Section 87-95) and Relevant Rules& Regulations made there under
A 3.5: Public Offering Regulations, 2017
A 1.2: Second Schedules of the Companies Act, 2017
Prospectus
- Definition of Prosepctus
 Offer of securities (Sec 87)
- Definition of Substantial Shareholder
- Definition of Shelf Registration
- Definition of Private offering (non-public offering) or private placement
 Approval, issue, circulation and publication of prospectus (Sec 88, 94)
- Definition of Issuer
- Definition of Offeror
 Abridged prospectus (Sec 94)
 Prospectus. (Sec 57 of the Companies Act 2017)
 Liability for defective prospectus
 Criminal liability (Sec 92)
 Civil Liability (Sec 93)
 Expert in connection with a prospectus
 Expert to be independent (Sec 90)
 Expert’s consent (Sec 91)
- Definition of Expert
- Sect 95
Contents of Prospectus (Public Offering Regulations 2017 – 1st Schedule)
Allotment of Shares
 Process of Allotment
 Application for, and allotment of, shares and debentures (Sec 67)
 Repayment of money received for shares not allotted (Sec 68)
 Allotment of shares and debentures to be dealt in on stock exchange (sec 69)
Commencement of Business (Sec 19, 20)
Public Offering Regulations, 2017
 Eligibility (Reg # 1)
- Definition of Offeror
- Definition of Offer for Sale
- Definition of Banker to an Issue
- Definition of Book Runner
- Definition of Designated Institution

 General Conditions for Public Offer of Securities (Reg # 3)
- Definition of Green Field Project
- Definition of Centralized E-PO System (CES)
- Definition of Prospectus
- Definition of Public Offer
- Definition of Shelf Registration
- Definition of Tranche
- Definition of Supplement to the shelf prospectus
 Public Offer of Shares (Reg # 4 & 5)
- Definition of Fixed Price Method:
- Definition of Book Building Method:
- Definition of Offer Price
- Definition of Bid Amount or Money
- Definition of Bidder
- Definition of Floor Price
- Definition of Price Band
- Definition of Book Building
- Definition of Book Building System
- Definition of Dutch Auction Method
- Definition of Strike Price
 Offer of shares through fixed price method (Reg # 6)
 Book building method
 Conditions for offer of shares through Book Building (Reg # 7)
- Definition of Book Building Portion
- Definition of Retail Investor
- Definition of Offer Size
- Definition of Institutional Investors
 Procedure for public offer of shares through Book Building. (Reg # 8)
- Definition of Bid Collection Center
- Definition of Bidding Period
 Procedure for bidding (Reg # 9)
- Definition of Limit Bid
- Definition of Limit Price
- Definition of Minimum Bid Size
- Definition of Step Bid
- Definition of Consolidated Bid
- Definition of Secondary Public Offering
 Restrictions (Reg # 10)
 Procedure for allocation of shares to retail investors (Reg # 11).
 Offer for sale of shares by the Offeror. (Reg # 12)
 Functions and responsibilities of different persons in the public offering process

 General responsibilities of Consultant to the Issue, Book Runner, Underwriter,
Banker to an Issue and Issuing and Paying Agent (Reg # 17)
 Functions of the consultant to the issue. (Reg # 18)
 Responsibilities of the consultants to the issue (Reg # 19)
 Responsibilities of the book runner (Reg # 20)
 Responsibilities of banker to an issue: (Reg # 21)
 Responsibilities of underwriter. (Reg # 22)
 Responsibilities of issuing and paying agent (Reg # 23)
 Responsibilities of designated institution in case of book building. (Reg # 24)
 Special Purpose acquisition Company
- Definition of Special Purpose Acquisition Company
- Definition of Custodian
- Definition of Escrow Account
- Definition of Merger
- Definition of Permitted Investments
 12a. Eligibility to Commence business as SPAC
 12c. Listing
 12d. Modes of fund raising
 12e. Minimum Fund Raised
 12b. Functions of SPAC
 12f. Time frame for completion of qualifying acquisition
 12g. Shareholders’ Approval
 12o. Failure to complete merger or acquisition transaction
 12h. Rights of holders of voting securities who vote against a qualifying acquisition
/ Refund to Investors Or where SPAC fails to complete merger/acquisition
transaction
 12i. Management of Escrow Account
 12j. Fair market value of Acquisition
 12k. Additional financing
 12l. Majority ownership and management control
 12m. Change in board of directors and management team
 12n. The Custodian - its roles and responsibilities
 12p. Power of the Commission to issue directions
 12q. Relaxation
 Public offer for debt securities
- Definition of Bid
- Definition of Bid Amount or Money
- Definition of Limit Bid
- Definition of Step Bid
- Definition of Book Building
- Definition of Reverse Dutch Auction Method
- Definition of Cut off profit rate/spread
- Definition of Government Guaranteed Sukuk
- Definition of Debt Securities Trustee

Stock Exchange Rule Book (Ch # 17)
A 3.2: Rule Book of Pakistan Stock Exchange - Chapter 5
Listing and Offer of Capital
 Listing of Companies & Securities
 Listing application of following companies shall not be entertained
 Offer of Capital by Companies / Modarabas to the Public
 For Companies already listed
 For Companies Proposed to be listed (except for SPAC)
 In case of Modaraba applying for listing
 General rules
Prospectus, Allotment, Issue and Transfer of Shares
- Disclosures to be made in all the prospectuses/offer for sale
Dividend, AGM, Disclosures and other rules etc
 Dividend & Entitlement
 Annual General Meeting and Other reporting requirements
 Bonus shares
 Increase in capital
 Listing of Subsidiary Co
 POWER TO OBTAIN DOCUMENTS
 Disclosure of Price Sensitive information
- Definition of Price-sensitive information
 Disclosure of material information to the Exchange
 Compliance with access to inside information regulations, 2016
Quality of Audits
- Definition of Professional Misconduct
- Definition of Prohibited Services
De-listing, Suspension and defaulter counter
- Reason for placing in defaulter segment and further actions
- Mechanism to be followed for Suspension of Trading in the Shares:
- Effects of suspension of trading in the shares of a company suspended
- Restoration of trading in the shares of suspended company
 Suspension of trading in listed shares due to scheme of amalgamation/ reconstruction:

Voluntary De-Listing (Not applicable to SPAC)
 Purchase agent
 Time frame for completion for requirements:
Reverse Merger
- Definition of Reverse Merger
- Definition of Operating Unlisted Company
- Definition of Listed Shell Company
- Definition of Surviving Company
 Request to be considered as Listed Shall Company
 Requirements for reverse merger
 Other requirements

Substantial Acquisition Law (Ch # 18)
A 3.1: Securities Act 2015 (Sec 107-126)
A 3.4: Listed Companies (Substantial Acquisition of voting shares and Takeovers) Regulations,
2017
Applicability of Substantial Acquisition Law
This portion not to be applied to certain transactions (Sec 109)
 Relevant definitions from Securities Act 2017 (Sec 2)
- Acquirer
- Target Co
- Public Offer
- Offer Period
- Public Announcement
- Persons acting
- in concern
- Manager to the offer
- Relative
- Voting Shares
Acquisition of Substantial Shareholding
 Acquisition of substantial shareholding (Sec 110 & Reg # 4)
 Additional acquisition (Sec 111 & 114)
- Definition of Acceptance period
- Definition of Date of public announcement
- Definition of Offer letter
- Reg # 3. Eligibility.
- Reg # 13. Minimum offer price.
- Reg # 7. Public announcement of offer
- Reg # 8 to 12: Rules for Public Offer
- Reg # 18. Acceptance of public offer
- Reg # 19. Mode of payment
- Reg # 20. Procedure for payment
 Number of shares to be acquired (Sec 112)
- Reg # 14. Number of voting shares to be acquired
 Security to be furnished by the acquirer (Sec 123)
- Reg # 15. Provision of security
- Reg # 20 Release of security

Further Actions (Competitive bids, Upward Revision and Withdrawal)
 Procedure for making competitive bid (Sec 120)
- Reg # 17. Competitive Bid
 Upward Revision Sec 121
- Reg # 23. Conditions for upward revision of offer
 Withdrawal of public offer (Sec 122)
- Reg # 22. Withdrawal of public offer
General Obligations of different parties in the substantial acquisition process
 Miscellaneous Obligations of the acquirer
- Reg # 24. General obligations of the acquirer.
- Reg # 27. Changes in the officc of manager to the offer
- Reg # 28. Equality of treatment
- Reg # 29. Oppression of minority
General Obligations to the manager of offer (Sec 26)
Obligations to the target Co (Sec 119)
- Reg # 25. General Obligations of the Board of Directors of the target company.
- Reg # 5. Disclosure by the target company-
Miscellaneous
Public announcement of intention
- Reg # 6. Public announcement of intention.
- Reg # 21. Withdrawal of public announcement of intention.
Inquiry & Actions by SECP (Sec 124 - 126)

Non-Banking Finance Companies (Ch # 19)
C 1.1: Companies Ordinance, 1984 (Section 282A to 282N)
C 1.2: NBFC (Establishment and Regulation) Rules 2003-Rules 1 to 7
C 1.3: The Non-banking Finance Companies and Notified Entities Regulations, 2008
(Regulation 2, 3, 9, 10, 15B, 16-18, and 25)
Requirements of Companies Ordinance 1984
 What is an NBFC (282A & 282B)
 Incorporation or Registration of NBFC or the Notified Entity
 Incorporation of NBFC (sec 282C)
 Registration of Notified Entities (NE) (sec 282CA)
 Powers exercisable by SECP on NBFCs
 Power to issue Directions (sec 282D)
 Powers to remove (sec 282E)
 Power to supersede BOD (sec 282F)
 Special Audit (sec 282H)
 Inquiry by Commission (sec 282I)
 Procedure for amalgamation of NBFC (sec 282L)
 Punishment or adjudication of fine or penalty (sec 282M)
 Rehabilitation of NBFCs and notified entities (sec 282N)
Map of Definitions of NBFC Rules 2003 and NBFC & NE regulations 2008
Tutor’s Note: Students should ideally read these definitions in the given sequence to obtain a
systematic understanding of connections between different definitions. Some definitions that
can be cross linked with any rule or regulation are placed at relevant place. The definition
given below can be read on a standalone basis
 Forms of business
 Investment finance services
 Leasing
- Leasing Company
- Consumer Leasing
 Housing finance services
- Housing Finance Company
 Discounting Services
- Discount house
 Asset management services
- Asset Management Company
- Collective Investment Scheme
- Distributor
- Closed-end fund
- Investment company
- Closed end fund/scheme
- Constitutive Documents
- Offering Document

 Investment advisory services
- Investment Advisor
- Discretionary Portfolio
- Non-Discretionary Portfolio
- Open End Scheme
 Pension fund scheme business;
 Private equity and venture capital fund management services;
- Private fund management company
- Private Fund
 REIT management services; and
Other classifications of NBFC
 Fund management NBFC
 Lending NBFC
- Deposit taking NBFC
- Non-deposit taking NBFC
- Deposit
 Non-bank micro finance company
- Micro Financing
- Poor person
- Microenterprises
 Definitions used in context of security for loans
 Unsecured
- Exposure
 Secured
- Tangible Security
- Other Form of Security
- Readily Realizable Assets
 Liquid Assets
 FSV
 Government Securities
 Other Definitions
 Assets
 Connected person
- Custodian (link with connected person)
 Contingent Liabilities
- Underwriting Commitments
 Eligible Investor
 Equity
- Equity of the Borrower
- Independent director
- Net Assets
- Element of income
- Person
- Rental
- TFC
- Total Expense Ratio

NBFC (Establishment & Regulation) Rules 2003
 Establishment of NBFC (Rule 3 and 4)
- Definition of Promoter or Sponsor
 Conditions for grant of licence (Rule 5)
- Definition of Group
- Definition of Major shareholder
 Renewal of the Licence
 Conditions applicable to an NBFC (Regulation 7) – Divide in following categories
 Ratings
 Appointment of officers
- Auditors
- Financial or Chief Accounting Officer
- Internal Auditor
- Compliance Officer
- Executives
- Directors
 Restrictions on investments
- Definition of Financial services company
- Definition of Strategic Investment
 Accounts & records
- Definition of Records
 Restricted businesses
- Definition of Securities broker
- Definition of Close relative
 Other Do’s and Don’t
NBFC and Notified Entities Regulations 2008
 Money laundering, terrorist financing and other illegal trades (Reg 9)
 Approval for appointment/re-appointment of directors and chief executives (Reg 10)
 Appointment of Independent Directors (Reg 10A)
 Maximum Exposure of NBFC to a single person, or Group (Reg 17)
 Exposure Limits in Capital Market (Reg 17C)
 Limit on clean placements (Reg 18)
 Limit on aggregate liabilities of an NBFC (Reg 15B)
 Creation of reserve fund (Reg 16)
 Maintenance of Capital Adequacy Ratio (‘CAR’). (Reg 17A)
 Asset Liability Management System. (Reg 17B)
 Classification of Assets and provisioning (Reg 25)
 Time based criteria
 Subjective Evaluation
 Rescheduling / Restructuring of Non-Performing Facility

Banking Companies and Transactions (Ch # 20)
C 3.1: The Banking Companies Ordinance, 1962
• Part I (Sections 1, 2, 5 & 6)
• Part II (Sections 9, 11, 13 to 19, 21, 22, 24, 29, 34 to 38)
D 5.1: Payment Systems and Electronic Fund Transfers Act, 2007 (Section 2, 4, 5, 8, 14, 18)
Introduction to Banking Companies
 What is a Banking Company
- Definition of Banking
- Definition of Banking company
- Definition of Deposit money
- Definition of Branch or branch office
- Definition of Foreign banking company
- Definition of Company
 Ordinance to override memorandum, articles, etc (Sec 6)
 Application of other laws not barred (Sec 2)
 Prohibition of trading (Sec 9)
Requirements regarding Minimum Capital, Reserves and Assets
 Minimum paid-up capital and reserves requirements (Sec 13)
 Regulation of authorised, subscribed & paid-up capital and the voting rights (Sec 14)
 Reserve Fund (Sec 21)
 Cash Reserve (Sec 22)
 Maintenance of liquid assets (Sec 29)
Restrictions and other conditions
 Election of new directors (Sec 15)
 Appointment of director by the SBP (Sec 15A)
 Restriction on term of office of directors (Sec 15B)
 Vacation of Office (Sec 15 C)
 Prohibition regarding employment of managing agents and others (Sec 11)7
- Definition of managing director
Other Retractions
 Other Retractions
 Restrictions on loans and advances (Sec 24)
 Prohibition of charge on unpaid capital (Sec 17)
 Prohibition of floating charge on assets (Sec 18)
 Restrictions as to payment of dividend and commission(Sec 19)

Accounts and Audit
 Accounts and balance-sheet (Sec 34)
 Filing of the accounts (Sec 36, 37)
 Display of accounts by banking companies incorporated outside Pakistan (Sec 38)
 Audit (Sec 35)
Definitions not covered elsewhere (Sec 5)
 “Creditor’’
 “Debtor”
 “Borrower”
 “Gold
 “Substantial interest”
 “Acted knowingly
Payment Systems and Electronic Fund Transfers Act, 2007
 Designation of Payment System (Sec 4 & 5)
- Definition of Payment System
- Electronic Payment System
- Operator
 Disqualification of Staff (Sec 8)
 Prohibition of Issuance of Payment Instruments (sec 14)
- Definition of Payment instrument
 Clearing Houses, Audit and Inspection.- (Sec 18)
- Definition of clearing house
 Definitions not covered elsewhere (Sec 2)
- “Accepted Card
- Account
- Authorized
- “ATM Card
- Authorized Party
- Automated Teller Machine (ATM) Operator
- “Book Entry Government Securities
- Business Day”
- Cheque in the Electronic Form
- Consumer
- Debit Instrument
- Card
- Access Code
- Electronic Fund or Electronic

- Electronic Fund Transfer
- Electronic Money Institution
- Electronic Terminal
- “Financial Institution
- Government
- Netting
- Participant
- Person
- Real Time Gross Settlement System
- Service Provider
- Systemic Risk
- Truncated Cheque

Insurance Companies (Ch # 21)
C 2.1: Insurance Ordinance, 2000
• Part I (Sections 1 to 4)
• Part II (Sections 5 to 13)
• Part III (Section 14)
• Part IV (Section 28)
• Part V (Sections 35, 36)
• Part VII (Sections 45 to 48)
Introduction and types of Insurance
- Definition of Insurance
 Types of contracts (Sec 3)
 Life insurance Business
 Non-Life insurance Business
 Classes of life and non-life business (Sec 4)
 Life Insurance Business
- Class 1 - Ordinary life business;
- Class 2 - Capital redemption business;
- Class 3 - Pension fund business;
- Class 4 - Accident and health business.
 Non-Life insurance business
(a) for direct and facultative reinsurance business;
- Class 1 - Fire and property damage business;
- Class 2 - Marine, aviation and transport business;
- Class 3 - Motor third party compulsory business;
- Class 4 - Liability business;
- Class 5 - Workers’ compensation business;
- Class 6 - Credit and suretyship business;
- Class 7 - Accident and health business
- Class 8 - Agriculture insurance including crop insurance;
- Class 9 - Miscellaneous business;
(b) for treaty reinsurance business:
- Class 9 - Proportional treaty business
- Class 10 - Non-proportional treaty business.
Registration of an Insurer and ancillary conditions
 Application for Registration
 Persons eligible to transact insurance business (Sec 5)
 Procedure for obtaining certificate (Sec 6)
- Def of authorized person
- Def of Investment linked

 Registration by SECP (Sec 7 to 10)
- Section 8
 Revocation of registration (Sec 9)
 Notification of grant or revocation of registration (Sec 10)
 Conditions imposed on registered insurers (Sec 11)
 Criteria for sound and prudent management.-(Sec 12)
 Restriction on issue of certain life policies (Sec 13)
Statutory and other funds of life insurance companies
 Requirements to maintain funds (Sec 14)
 Statutory Funds (Sec 14)
 Shareholders’ Fund and Permanent Capital Fund (Sec 14)
Solvency requirements
 Solvency Requirements in the case of Non Life Insurer (Sec 36)
 Solvency Requirements in the case of Life Insurer (Sec 35)
Accounts and Audit
 Books and records (Sec 45)
 Annual Reporting requirements (Sec 46)
 Quarterly Returns
 Audit.(Sec 48)
 Information to be delivered to SECP (Sec 47)
Minimum Capital & Deposit Requirements
 Requirements as to capital.- (Sec 28)
- Insertion of Rule 9 in SEC (Insurance) Rules 2002 regarding minimum paid up
capital requirements
Remaining Definitions of the Insurance Ordinance 2000 (not related to any section)
 Continuous disability contract
 Domestic insurance policy
 Investment Contract
 Mutual insurance company
 Participating
 Private motor property damage policy
 Takaful
 Surveyor

Competition Act 2010 (Ch # 22)
D2.1: Competition Act, 2010 (Chapter I and II)
Application of Competition Act 2010
Abuse of Dominant Position (Sec 3)
Prohibited Agreements (Sec 4 to 9)
 Exemptions to prohibited agreements
 Criteria for claiming exemptions (Sec 9)
 Individual Exemptions (Sec 5)
 Cancellation Of Individual Exemption (Sec 6)
 Block Exemption (Sec 7 & 8)
Deceptive Marketing Practices (Sec 10)
Mergers Lessening Competition (Sec 11)

Anti Money Laundering (Ch # 23)
D 3.1: Anti-money Laundering Act, 2010 and Anti-money Laundering Regulations,
2015 (Rule 4, 5, 7 and Appendix I&II)
What is Money Laundering
 Offence of money laundering (Sec 3)
- Definition of Proceeds of crime
- Definition of AML/CFT
- Definition of Predicate offence
- Definition of Foreign serious offence
 Punishment for money laundering (Sec 4 & 37)
- Definition of Company
National Executive Committee & General Committee (Sec 5)
- Definition of Competent authorities
- Definition of Financial institution
- Definition of Designated non-financial businesses and professions or DNFBPs
Financial Monitoring Unit (FMU)
 Establishment of FMU (Sec 6)
 Powers and Functions of FMU (Sec 6, 46 & Regulation 7)
- Definition of Investigating or Prosecuting agency
- Freezing of Property (Regulation 7 of Anti-Money Laundering Rules 2008)
 Validation of actions before promulgation of this Act (Sec 46)
AML/CFT regulatory authority (Sec 6A-6C)
- Definition of Proliferation financing
- Definition of “TFS” or “Targeted Financial Sanctions”
Suspicious Transaction Report (STR) & Currency Transaction Report (CTR)
 Furnishing of information by financial institutions or reporting entities (Sec 7)
 Regulation 4 of Anti-Money Laundering Rules 2008
 Regulation 5, Anti-Money Laundering Rules 2008 (Currency Transactions Reports)
Customer Due Diligence (CDD) 7A-7J
- Definition of Beneficial owner
- Definition of Business relationship
- Definition of Occasional transactions

 Some clarifications regarding STR
 No civil or criminal proceedings against banking companies, financial institutions,
etc., in certain cases (Sec 12)
 Liability for failure to file STR and for providing false information (Sec 33)
 Disclosure of information (Sec 34)
Appointment and Powers of Investigation Officer
 Investigation Officer
 Appointment of investigating officers and their powers (Sec 24)
 Punishment for vexatious survey and search (Sec 32)
- Sec 25
 Members etc., to be public servants (Sec 40)
Actions under Anti-Money Laundering Act 2010
 Attachment of property involved in money laundering (Sec 8)
- Definition of Attachment
- Definition of Transfer
- Definition of Property
- Definition of Record
 Investigation (Sec 9)
 Application of investigation techniques (Sec 9A)
 Forfeiture of Properties
 Vesting of property in Federal Government (Sec 10)
 Management of forfeited properties (Sec 11)
 Power of survey (Sec 13)
 Search and seizure (Sec 14)
 Search of persons (Sec 15)
 Common procedure (Sec 13, 14 & 15)
 Retention of property (Sec 17)
 Common procedure (Sec 16 & 17)
 Retention of records (Sec 18)
Involvement of Courts in Anti-money Laundering Act, 2010
 Jurisdiction (Sec 20 & 23)
- Definition of High Court
 Appointment of Public Prosecutor (Sec 22)
 Offences to be cognizable and non-bailable (Sec 21)
- Definition of Cognizable offence
 Bar of jurisdiction (Sec 35)

Arrangements to Combat Money Laundering with Foreign Countries
 Reciprocal Arrangements with foreign countries
 Agreements with foreign Governments (Sec 26)
- Definition of Contracting State
 Arrangements for processes and assistance for transfer of accused persons (Sec 29)
 Letter of Requests (Sec 27, 28, 30 & 31)
Miscellaneous
 Notices, etc. not to be invalid on certain grounds (Sec 36)
 Presumption as to records or property in certain cases (Sec 19)
 Powers of Federal Government
 Power to amend the Schedule (Sec 42)
 Power to make rules (Sec 43)
 Power to remove difficulties (Sec 45)
 Continuity of proceedings in the event of death or insolvency. (Sec 38)
SCHEDULE-I - List of Predicate Offences

Foreign Exchange Regulations (Ch # 24)
D1.1: Foreign Exchange Manual of State Bank of Pakistan (Chapter XIX and XX)
Loans, Overdrafts & Guarantee (Foreign Exchange Manual - Chapter 19)
 Non-Resident Pakistanis/Resident Foreign Nationals (Rupee Loan)
 Borrowing in PKR by Foreign Controlled Companies registered in Companies Act
2017 (Para 2)
 Borrowings by Non-Resident Pakistanis (Para 3)
 Borrowings by Resident Foreign Nationals (Para 3)
 Loans etc against Guarantees of Non-Residents/Collateral held outside Pak. (Para 5)
 Loans & Overdrafts by Authorized Dealers in FCY. (Para 6)
 Private Sector Borrowings from Abroad - PSBA (Para 7)
 FCY Trade Financing from Abroad – FTFA (Para 8)
 Financial Sector Borrowings from Abroad – FSBA (Para 9)
 Guarantees
 Guarantees on behalf of Residents of PAK in favor of Non-residents. (Para 10)
 Guarantees on behalf of Non-Residents in favor of Residents of PAK. (Para 11)
- Para 14
 Performance/Bid Bond Guarantees. (Para 12)
 Remittances under Guarantees and their Reporting to SBP. (Para 13)
 Guarantees and Collaterals in favor of Overseas Branches etc. (Para 15)
 Guarantees in favor of Gov Departments/Ministries/Public Sector Entities (Para 16)
 Renewal of Loans and Overdrafts. (Para 17)
 Minimum Requirements for Loan Registration (Para 18)
 Reporting Mechanism for Authorized Dealers (Para 19 to 21)
Securities (Foreign Exchange Manual - CHAPTER 20)
 Import and Export of Securities
 Import of Securities (Sec 2)
 Export of Pakistani Securities (Sec 4)
 Export of Foreign Securities (Sec 3)
 Transfer of Securities to Non-Residents
 Prohibition on Transfer of Securities to Non-Residents
 General Exemption (Sec 6)
 Procedure for issue of Shares out of new public offers on repatriable basis (Para 7)
 Issue of Securities and NIT Units to non resident on non-repatriation basis and its
transfer on the same basis. (Para 8)
 Trading of Quoted Securities by Non-Residents (Para 9)
 Special Instructions regarding shares transferred CDC (Para 10)
 Investment by the branches of Foreign Banks and the Foreign Controlled Investment
Banks (Para 11)

 Other Requirements
 Transfers between Registers etc (Para 12)
 Investment Abroad by Residents including firms and companies. (Para 13)
 Investment Abroad by Locally Established Mutual Funds. (Para 14)
 Registration of Foreign Securities. (Para 15)
 Under-writing of shares, term and Modaraba certificates by foreign banks (Para 16)

Code of Corporate Governance (Ch # 25)
D4.1 : Listed Companies (Code of Corporate Governance) Regulations, 2019 and
Public Sector Companies (Corporate Governance) Rules, 2013
Listed Companies (Code of Corporate Governance) Regulations, 2019.
 Composition of BOD (Reg # 4 to 9)
 Responsibilities of BOD and its members (Reg # 10)
 Meeting of BOD (Reg # 11, 12, 14, 15)
 Remuneration of Directors (Reg # 16, 17)
 Directors’ Training Program (Reg # 18, 19)
 CFO, Company Secretary and Head of Internal Audit (Reg # 13, 20 to 24)
 Committees of BOD
 Audit Committee (Reg # 27)
 Human Resource and Remuneration Committee: (Reg # 28)
 Nomination Committee: (Reg # 29)
 Risk Management Committee: (Reg # 30)
 Internal Audit (Reg # 31)
 External Audit
 Terms of Appointment (Reg # 32)
 Rotation of auditors (Reg # 33)
 Initials of External Auditors (Reg # 26)
 Endorsement of the financial statement by CFO and CEO (Reg # 25)
 Reporting & Disclosure
 Directors’ Report (Reg # 34)
 Disclosure of significant policies on website (Reg # 35)
 Compliance Statement and Auditor Review (Reg # 36)
 Compliance with Regulations (Reg # 37, 38, Annexure A)
Code of Corporate Governance for Public Sector Companies
Code for Listed Companies vs Code for Public Sector companies
Most of the areas of the codes are similar and the pattern of both the codes are approximately
consistent. Therefore we are not providing the mind map again, however a list of such topic is
given where the content of both differs materially
 Criteria for Sound and Prudent Management
 Principles of probity & propriety, objectivity & relationship with stakeholders
 Role of Chairman and CEO
 Misconduct of a Director
 Related party transactions
 Qualification of CFO & Company Secretary
 Additional contents of Directors Report
 Board orientation and learning
 Audit Committee and the External Auditor
 Criteria for determining Fit & Proper Person

Code of Ethics for CA in Business (Ch # 26)
D 6.1: ICAP Code of Ethics for Chartered Accountants (Revised 2019) (Part I and II)
Part 1 Complying With the Code, Fundamental Principles and Conceptual Framework
 Introduction and fundamental principles (110)
 Integrity (111)
 Objectivity (112)
 Professional competence & due care (113)
 Confidentiality (114)
 Professional behavior (115)
 Conceptual Framework (120)
 Identifying Threats
 Evaluating Threats
 Addressing Threats
 Considerations for Audits, Reviews and Other Assurance Engagements
 Independence
 Professional Skepticism
Part 2 Chartered Accountants (CAS) in Business
 Identifying Threats
 Evaluating Threats
 Addressing Threats and Communicating with TCWG
Conflicts of Interest (Section 210)
 Conflict Identification
 Threats Created by Conflicts of Interest
 Disclosure and Consent
Preparation and Presentation of Information (Section 220)
 Use of Discretion in Preparing or Presenting Information
 Relying on the Work of Others
 Addressing Information that is or Might be Misleading
 Documentation
Acting with Sufficient Expertise (Section 230)
Financial Interests, Compensation and Incentives Linked to Financial
Reporting and Decision Making (Section 240)

Inducements, including Gifts and Hospitality (Section 250)
 Inducements with Intent to Improperly Influence Behavior
 Consideration of Further Actions
 Immediate or Close Family Members
Responding to Non-Compliance with Laws and Regulations (260)
 Responsibilities of Organization’s Management and Those Charged with Governance
 Responsibilities of All CAs including Senior Members
Pressure to Breach the Fundamental Principles (Section 270)

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