🔹 About the Book:
This Edition of Corporate Compliances: Law and Procedure is a meticulously crafted handbook that offers an up-to-date and practical approach to understanding corporate regulatory requirements in Pakistan. Authored by the renowned chartered accountant M. Iqbal Patel (FCA), this volume simplifies the complex matrix of corporate obligations, making it a must-have for all professionals dealing with corporate affairs, secretarial practices, SECP filings, and legal formalities.
Chapter – 1 Preliminary
• Short title, extent & commencement
• Definitions under the act
• Definitions under the Companies Regulations, 2024
• Application of act to non-trading companies with purely provincial objects
• Act to override
Chapter-2 Jurisdiction of Court
• Jurisdiction of the court & creation of benches
• Procedure of the court & appeal.
• Procedure of filing a petition etc.
Chapter-3 Powers & Functions of the Securities & Exchange Commission of Pakistan
• Powers & functions of the commission
• Establishment & objectives of SECP
• Reference by the federal government or commission to the court
Chapter-4 Incorporation of Companies & Matters Incidental Thereto
• Obligation to register certain associations, partnerships as companies
• Choice of forming a company
• Effect of non-registration
• Requisition of an association of persons.
Provisions with respect to names of companies
• Prohibition of certain names under the act
• Separate application in terms of section 10(4) & (r.3.3) on prescribed Annex-1
• The Companies Regulations, 2024-prohibits of certain names
• Application for reservation of name
• Manner to file combine application for name etc.
• Letter of availability of name
• SECP name reservation guidelines per Annex-D
• The Regulation 2024-reservation of name
• The Regulation 2024- reservation of name by foreign companies.
• Cancellation of name
• Appeal against refusal of name order of availability of proposed name
• SECP centralizes functions of approving application for company name
• Rectification of name of a company
• Compliance with the directives of registrar
• Specimen of special resolution change of name
• Change of name by a company
• Procedure of rectification or change of name
• Change of name of the company online procedure
• The Regulation 2024- R.6 changes of name.
• The Regulation 2024- R.7 changes of name of foreign company
• E-service process.
• Certificate of incorporation on change of company name
• Registration of change of name-effect thereof.
• Change of name will have no effect
• Mode of forming of a company.
• Procedure of registration of a company
• Companies (incorporation) Regulations, 2017
• Procedure of incorporation of a company
• Application for incorporation of a company on annex-iv
• Documents for registration of a limited company
• The Regulation 2024: R.8 application for incorporation of a company
• The Regulation 2024: R.15 examination of documents by the registrar
• The Regulation 2024: R.16 issue of certificate of incorporation.
• Types of companies.
• The Regulation 2024: R.54 intimation about change of nominee/particulars.
• Nomination of a person in the event of death.
• Procedure for registration of company
• The Regulation 2024: R.17 additional requirements for single member company
• Classification of companies with limited or unlimited liability
• Benefits of formation of a company.
• Distinction in different form of companies.
• Public sector company (PSC)
• Liability for carrying on business with less than three or two in the case of private company.
Chapter-5. General Provisions with Respect to Registration of Memorandum & Articles
• Registration of memorandum & articles
• Requirements for registration of memorandum & articles
• The Regulation 2024: R.9 MOA
• The Regulation 2024: R.10 AOA
• The Regulation 2024: R.11 signing of MOA & AOA
• The Regulation 2024: R.78 examination of documents received electronically or in physical form
• Certificate of incorporation
• Subscribers to MOA
• The Regulation 2024: R.19 requirements of foreign subscribers & security clearance
• Combine procedure of resaving name & incorporation of a company.
• Preparation of MOA & AOA
• Witness (R 10)
• Articles of association
• The functions of articles of association
• The Regulations 2024 - permanent preservation of MOA & AOA & other requirements
• Effect of memorandum & articles
• Salient features of articles of association
• Effect of registration.
• Company vs. Member
• BOD’s actions of post incorporation company
• One window facility for registration of companies & NTN
• The Regulation 2024: R.69 permanent preservation of MOA / AOA
• Commencement of business by a public company
• Conditions for commencement of business by a public company having share capital
• Registrar may accept & register the documents
• Exemption from furnishing information/documents etc.
• Consequences for non-submission of report.
• Conditions where the company has issued prospectus & where no prospectus is issue
• Procedure for filing the documents with the registrar
• Certificate of commencement of business.
• Consequences of non-compliance of section 19
Chapter-6. Registered Office & Publication of Name
• Registered office of company.
• Territorial change of jurisdiction
• Company (registration offices) Regulations, 2018
• The Regulation 2024: R.74 transfer of documents;
• The Regulation 2024: R.76 receipt of physical documents & upload
• Publication of name by a company.
• Penalties for non-publication of name.
• Publication of authorized/paid up capital
Chapter-7 Contents of Memorandum & Articles of Association of Different Companies
• Business & objects of a company.
• Procedure for alteration of object clause of the memorandum
• Change in principle line of business
• Memorandum of company limited by shares.
• Contents of MOA of a company limited by shares
• The Regulation 2024: R.36 time period for report principal line of business
• Principles business covers all lawful business
• Object clause in MOA
• Memorandum of company limited by guarantee
• Memorandum of unlimited company
• Borrowing powers to be part of memorandum.
• Memorandum to be printed signed & dated. (a)
• Alteration of memorandum:
• Conditions for alteration of articles
• Limitation for alteration in MOA
• The Regulation 2024: R.37 alteration in MOA
• Specimen of special resolution for alteration of MOA
• Powers of commission when confirming alteration
• Exercise of discretion by commission
• Effect of alteration in memorandum or articles.
Articles of association
• Registration of articles.
• Distinction between MOA & AOA
• The Companies (incorporation) Regulations, 2017.
• AOA of private companies
• Articles to be printed, signed & dated
• Alteration of articles
• Copies of memorandum & articles to be given to members
• Alteration of memorandum or articles to be noted in every copy.
• Form of memorandum & articles
• Memo vs. Articles of association
• Cloud adoption guideline for incorporation companies
Chapter-8 Licensing of Association Charitable & Not for Profit Objects
• Licensing of association with charitable & not for profit objects.
• Procedure for formation of NPOs
• Procedure for incorporation of a company for charitable & other public utility purpose
• The Regulation 2024: R.97 application & procedure for grant of license
• The Regulation 2024: R.98 grant of license;
• The Regulation 2024: R.99 incorporation of association;
• The Regulation 2024: R.100 conditions applicable to section 42 companies
• The Regulation 2024: R.101 fit & proper criteria for promoters & others;
• The Regulation 2024: R.102 revocation of license;
• The Regulation 2024: R.103 surrender of license;
• The Regulation 2024: R.104 financial statements;
• The Regulation 2024: R.105 monthly reporting;
• The Regulation 2024: R.106 security clearance.
• Foreign promoters or donors.
• Permission for registration of body for NPO as a public company
• Licensing procedure
• The Regulation 2024: R.18 additional requirements
• Commission power revoke the license
• Association with charitable & not for profit objects regulations, 2018
• Effect of revocation of license
• Consequences of revocation of license
• Revocation of license under regulations 11
• Penalty.
• SECP guidelines for NPOs
• SECP tightens rules for foreign funding or donation to charitable bodies & others
• Prior permission from SECP for acceptance of from foreign source
• Appointment of administrator
• Self-regulatory organization (registration) regulation 2021
• Provision as to companies limited by guarantee.
• Right to divisible profit;
• Guarantee of agreed amount
• Reserve capital.
Chapter-9 Conversion of a Company of any Class into a Company of Other Class & Related Matters
• Conversion of public company into private company & vice-versa.
• Procedure of conversion of a public company into private company;
• Procedure of conversion of a listed company into private company;
• Conversion of status of private company into a single-member company & vice-versa.
• Alter of articles by a single member company.
• Conversion of status of unlimited company as limited company & vice-versa.
• Altered MOA & AOA of unlimited company
• Conversion of a company limited by guarantee to a company limited by shares & vice. Versa.
• Procedure of conversion of an unlimited company into a company limited by shares.
• Altered MOA & AOA pursuant to the commission’s order
• The Regulation 2024: R.38 conversion of statue of a company;
• Issue of certificate & effects of conversion.
• Conversion of status shall not effect;
• Power of unlimited company to provide for reserve share capital on conversion of status to a limited company.
• Consequence of default in complying with conditions constituting a company a private company.
Chapter-10 Service & Authentication of Documents
• Service of documents on a company.
• The Regulation 2024: R.88 notice of any omission to file or register documents
• Service of documents on commission or registrar.
• Services of notice on a member.
• Notice in case of death or insolvency
• Service of documents on commission, registrar or company under Reg. 2018
• Circulation of reports & notices by companies Reg. 9
• Authentication of documents & proceedings.
• Maximum fees to be charged by companies.
• Copies of applications to various authorities etc.
• The Regulation 2024: R.87 authentication of certificates, etc.
Chapter-11 Prospectus, Allotment, Issue & Transfer of Shares
• Prospectus
• Meaning of prospectus under security act, 2015
• Issuance of prospectus.
• Requirements for issuance of prospectus
• The prospectus contains advice for investors.
• Prohibition to institutional & high worth individual investors.
• Abridged prospectus
• Procedure or submission of application for subscription of the securities offered
• Conditions for listing IPOs
• Public offering (regulated securities activities licensing) regulations, 2017.
• E-IPO facilities by the banker to the issue
• Initial Public Offering (IPO) Regulations, 2017
• Public offering regulations, 2017
• Electronic IPO system
• Special purpose acquisition company (SPAC)
• SECP introduces the concept of SPAC
• DFIS in underwriting business
• SECP approves growth enterprise marketing listing reg. (gem)
• Classes & kinds of share capital
• Power to issue shares
• Rights of the shareholders
• Right shares
• Variation of shareholders’ rights.
• Remedy available for aggrieved shareholders
• Variation of the rights in prescribed manner
Chapter-12 Share Capital & Nature, Numbering & Certificate of Shares
• Numbering of shares.
• Prohibition of issuance of bearer shares or bearer share warrant etc.
• The Regulation 2024: R.43 procedure for registration or cancellation of securities of bearer nature
• The object of prohibition to meet FATF standards
• Procedure for registration or securities of bearer nature under reg. 16A
• Register to be maintained
• Nature of shares or other securities
• Guidelines for issuance of green bonds
• Share certificate to be evidence of title of the shareholder
Special provisions as to debentures
• Issue of debentures.
• Shareholders vs. Debenture holder
• Different kinds of debentures with different refights etc.
• Conditions of FTAF for registration of trust deed
• Bond automatic trading system (BATS)
• Revised primary dealer framework
• Automated book biding
• Structuring of debt securities regulations
• Convertible debt securities
• Payment of certain debts out of assets subject to floating charges in priority to claims under charge
• Preferential payments
• Powers & liabilities of trustee.
• The trustee has right to sue
• The trustee may sell the mortgaged property.
• The provision of exempting a trustee is void.
• Any trustee is entitled to the benefit.
• Issue of securities & redeemable capital not based on interest
• Terms of sukuk explained
• SECP prescribes the persons to whom redeemable capital may be issued.
• Issuance for instrument of redeemable capital
• Reporting information of privately placed financial instruments in the nature of redeemable capital.
Allotment of shares & debentures
• Application for an allotment of shares & debentures.
• Matters incidental to issue of prospectus
• Repayment of money received for shares not allotted.
• Refund to unsuccessful applicants.
• Allotment of shares & other securities to be dealt in on securities exchange.
• Deposit of application money
• Refund of money where PSX not granted permission
• Return as to allotment
• The Regulation 2024: R.39 return of allotment of shares;
• The Regulation 2024: R.41 return for change in shareholding etc.
• Incidental matters to shares allotment.
• Shares allotted as paid up otherwise than cash.
• Verification of return under regulation 12.
• Issue of bonus shares.
• Shares paid in cash, explained.
• Shares allotted to banks, DFIS under obligation
Certificate of shares & other securities
• Limitation of time for issue of certificate.
• Procedure of issuance of certificate of shares Reg. 16
• The Regulation 2024: R.42 issue of certificate of shares.
• Forfeiture of shares
• Issuance of share in book-entry form.
• The SECP directives for compliance with
• The Regulation 2024: R.44 issue of shares in book-entry form.
• Issuance of shares in book-entry form under Reg. 17
• Conversion of shares into book-entry.
• SRO to newly incorporated unlisted companies to issue shares in book-entry form with effect from march 03, 2025
• Issue of duplicate certificates.
• The Regulation 2024: R.75 issuance of duplicate certificates.
• Procedure of issuance of duplicate certificates Reg. 16
• Liability of the company & its officers.
• Disposal of cancelled share certificate of listed co’s.
Chapter-13 Transfer of Shares & Other Securities
• Transfer of shares & other securities.
• Procedure of transfer of shares/securities
• Limitation to complete transfer of shares.
• Conversion procedure into book entry form of share certificate
• Transfer deed lost etc.
• Maintain of records of transfers register of transfer
• Transfer & transmission of shares may be distinguished
• Forged transfer
• Board not to refuse transfer of shares.
• Restriction on transfer of shares by the member of a private company.
• Transfer of shares by member of a private company Reg. 13
• The Regulation 2024: R.40 transfer of shares by a member of a pvc
• Return of change in shareholding etc., Reg. 14
• Notice of refusal to transfer.
• Transfer to successor-in-interest.
• Transfer of share etc. From deceased to nominee
• The heirs will intimate about death of the member.
• Transfer to nominee of deceased member
• Procedure in disposition of interest of a member of a company
• Nomination for protection of legal heirs
• Intimation about change in nomination or his particulars -reg.6
• Shares in a company left by Muslim deceased.
• Appeal against refusal for registration of transfer.
• Penalty in case of non-compliance
• Right of refusal to transfer no to be used arbitrary
Chapter-14 Commission, Discount & Premium
• Application of premium received on issue of shares
• Share premium account.
• Utilization of amount of premium
• Power to issue shares at a discount.
• Scope of this section
• Conditions for issuance of shares at discount
• The commission may refuse to issue shares at discount
• Procedure for issuance of shares at discount
• SECP guidelines for issue of shares at discount
• Companies (further issue of capital) regulations, 2020.
• Further issue of capital
• Procedure for increase of share capital
• Further issue of capital to any person by a pc.
• Conversion of loan into shares.
• SECP amends regulation to facilitate SMES, startup
• Notice of increase share capital
• Registered valuers for valuation of shares etc.
• Reservation for issuance of further share for employees stock option
• Compliance with statutory requirements
• Bonus issue Reg. 4
• Right issue Reg. 3
• Incidental matters in respect of right issue
• Unlisted companies to issue shares by way other than right
• Payment by non-resident Pakistani
• Companies share capital (variation rights & privileges) rules, 2000
• The director’s obligation
• Conditions for issue of stock option scheme
• Employee stock option
• Actions require for further issue of capital
• SECP enables startup to offer ESOP plan
• SECP guidelines for issuance of convertible debt securities
• Private placement of securities, rules 2017
• Further issue of shares Reg. 2020 conversion of shares
Chapter-15 Invitation of Deposits
• Prohibition on acceptance of deposits from public.
• SECP adjudicated against group of companies
• SECP warns against unauthorized deposits
• Power of company to alter its share capital.
• Conditions for alterations
• Notice for consolidation & alteration capital
• Prohibition of purchase by company or giving loans by it for purchase of its shares
• Prohibition to subsidiary companies
• Exception for application of this section
• Subsidiary company not to hold shares of its holding company
• The cases where this section does not apply.
• Power of a company to purchase its own shares
• Conditions for holding shares
• Mode of purchase of shares
• The listed companies (buy-back of shares) regulations, 2019
Chapter-16 Reduction of Share Capital
• Reduction of share capital.
• Conditions for reduction of capital
• Procedure for reduction of share capital etc.
• Forfeited shares
• Surrender of shares.
• Objection by creditors & settlements of objecting creditor’s diminution of assets.
• Power to dispense with consent of creditor on security being given for his debt
• Order confirming reduction.
• Confirmation order of the court
• Registration of order of reduction.
• Registrar’s certificate conclusive
• Liability of member in respect of reduced shares.
• Penalty on concealment of name of creditor
• Publication of reasons for reduction.
• Increase & reduction of share capital in case of a company limited by guarantee having a share capital
Chapter-17 Unlimited Liability of Directors
• Limited company may have directors with unlimited liability.
• Special resolution of limited company making liability of directors unlimited
Chapter-18 Registration of Mortgage, Charges, Etc.
• Requirement to register a mortgage or charge.
• Mortgage out of Pakistan.
• Application of provisions of this section
• Particulars of mortgages, charges pledge, etc. Reg. 4.8
• Particulars in case of series of debentures entitling holders pari-passu.
• Register of charges to be kept by registrar.
• SECP launches electronic mortgage register
• The Regulation 2024: R.82 register of mortgage & charges.
• Index to register of mortgages & charges.
• Endorsement of certificate of registration on debenture or certificate of debentures stock
• Duty of company & right of interested party as regards registration.
• Modification in the particulars of mortgage or charge.
• Copy of instrument creating mortgage or charge to be kept at registered office.
• Rectification of register of mortgages.
• Ground of rectification
• Meaning of accident & inadvertence
• Company to report satisfaction charge.
• Power of register to make entries of satisfaction & release in absence of intimation from company.
• Punishment for contravention.
• Company’s register of mortgages & charges.
• The Regulation 2024: Rr.45 verification of copies for purpose of section 100, 101, 106
Chapter-19 Receivers & Managers
• Registration of appointment of receiver or manager.
• A notice for appointment of receiver
• Filing of accounts of receiver or manager
• Disqualification for appointment-receiver/manager
• Application to court.
• Power of court to fix remuneration of receiver or manager.
• The Regulation 2024: R.46 maximum limit of remuneration for the purpose of S 117
Chapter-20 Management & Administration
• Members of a company.
• Register of members.
• Index of members
• Trust not to be entered on register
• Register of debenture-holders.
• The Regulation 2024: R. 47 particulars of members & debenture holders
• Index debenture holders
• Records of ultimate beneficial owner
• The Regulation 2024: R.48 additional particulars of UBOS
• Compliance with FATF requirements.
• SRO additional particulars of UBOS, Reg. 19a
• Right to inspect & require copies.
• Request to company to obtain certified copy
• The Regulation 2024: R.85 inspection of documents;
• The Regulation 2024: R.86 issuance of copies of documents.
• Power to close register.
• Power of court to rectify register.
• Punishment for fraudulent entries in & omission from register.
• Notice to registrar of rectification of register.
• Register to be evidence
• Annual return
• The Regulation 2024: R.83 record keeping;
• The Regulation 2024: R.84 submission of periodical statements
Chapter-21 Meetings, Proceedings
• Statutory meeting of company.
• Directors shall convey statutory meeting
• Statutory report & its contents etc.
• Contravention shall be offence
• Annual general meeting
• The time & place of holding meeting
• SECP practice guide for conducting board & general meetings
• Business to be transacted at AGM
• Specimen of notice of agm with notes
• Requirements for appointing proxies & participation in the AGM
• Special businesses may be transacted at GM/EOGM
• SECP directives to corporate sector to disclose material facts at AGM
• Application for extension in the period of holding AGM
• Listed companies allowed ‘electronic’ AGM
• The companies (postal ballot) regulations, 2018
• Calling of extra ordinary general meeting for an urgent business
• EOGM on the requisition of the members.
• EOGM for urgent business
• Object of calling EOGM
• Provisions as to meetings & votes.
• The regulation 2024: r.56 video link facility for meetings
• Poll vote
• Electronic voting responsibility of company reg. 4
• Quorum of general meeting.
• Power of the court to declare the proceedings of a general meeting invalid.
• Proxies.
• Representation of body corporate or corporation at meetings
• Representation of federal government at meetings of companies.
• Notice of resolution
• Voting to be by show hands in first instance.
• Declaration by chairman on show of hands
• Demand for poll.
• Poll through secret ballot
• Secret & postal ballot
• Secp grants e-voting facility-companies (postal ballot) regulations, 2018.
• Time of taking poll.
• Resolution passed at adjourned meeting
• Power of commission to call meetings.
• Punishment for default in complying with provisions of section 147.
• Passing of resolution by the members through circulation.
• Filing of resolution.
• Circumstance of passing special resolution requires
• Ordinary resolution
• Records of resolutions & meetings.
• Inspection of records of resolutions & meetings
Chapter-22 Appointment & Removal of Directors
• Ineligibility of certain persons to become director.
• Minimum number of directors of a company
• The Regulation 2024: R.53 female representation on the board of pic
• Number of directorship
• Orientation both of local & foreign directors
• Exemption from directors’ training program
• Directors’ training mandatory
• Compliance with the code of corporate governance.
• BOD is responsible for adopting governance practices
• First directors & their term.
• The Regulation 2024: R.13 other information to be obtained or provided
• Retirement of first/subsequent directors.
• Procedure for election of directors
• Election of directors of a company limited by guarantee.
• Requirements for candidate for election as director.
• Independent director’s election
• Appointment of an additional director.
• Representation of minority members reg. 5
• Power of the court to declare election of directors invalid.
• Term of office of directors
• Fresh election of directors in case of unlisted companies.
• Removal of directors.
• Nominee director
• Certain provisions not to apply to directors representing special interests
• Manner of selection of independent directors & maintenance of databank of independent director
• Selection of independent director from data bank
• Eligibility criteria’s to become independent director
• Election of an independent director of listed co.
• Data bank for chosen of independent director
• Notified institutes for data bank
• Procedure & manner for including names in databank
• Companies (manner & selection of independent directors) regulations, 2018
• Listed companies (CCG) regulations, 2019
• Executive & non-executive directors
• Female director
• SECP guidelines for issuance of gender bonds
• Consent to act as director to be filed with company
• Validity of acts of directors.
• Penalties.
• Restriction on director’s remuneration.
• Determination of remuneration Reg. 17
• Vacation of office by the directors
Disqualification of directors by the commission
• Disqualification orders
• Personal liability for company’s debts where person act while disqualified
• Prohibition on assignment of office by directors
• Penalty for unqualified person acting as directors.
• Proceedings of the board.
• Responsibilities & accountabilities
• Procedure to conduct board meeting.
• Video conferencing facility for board meetings.
• Ineligibility of bankrupt to act as director
• Records of resolutions & meetings of board
• Passing of resolution by the directors through circulation
• Liabilities of directors & officers.
• Protection to independent & non-executive director
• Loans to directors requirement of members’ approval
• Powers of board
• Accountability of the board to the shareholders.
• Limitation to the board powers
• Key responsibilities of board
• Fiduciary responsibilities duties of the bod
• Committees-constituted by the board
• Board is responsible for adopting CCG practice
• Number & composition of BOD
• Functions & responsibilities of board
• Annual evaluation of board’s own performance
• Meeting of the board
• Listed companies (code of corporate governance) regulations, 2017
• Board must carry out its duties without prejudice
• Responsibilities of directors toward commission & registrar.
• The Regulation 2024: R.49 approval of capital expenditure & disposal of assets
• Prohibition regarding making political contribution.
• Prohibition regarding distribution gifts.
Chief Executive
• Appointment of first Chief Executive
• Appointment of first Directors & CEO
• Appointment of subsequent chief executive
• Government may nominate CEO
• Terms of appointment of chief executive
• Restriction on appointment of chief executive.
• Removal of chief executive.
• Chief executive not to engage in business competing with the company’s business
• Listed companies (CCG) regulations, 2018
• The companies (appointment of legal advisors) act, 1975
• Chairman in a listed company.
• Chairman of the board (Reg.9)
• Penalty.
• Public company required to have secretary
• Approval of appointment etc. Reg. 20/21
• The Regulation 2024: R. 52 qualification & experience of company secretary
• Secretary & CFO will not be same person
• Role, responsibilities of company secretary
• Functions of company secretary.
• Removal of a secretary from his position reg.21
• CFO role
• CFO qualification
• Duties & responsibilities of CFO
• Challenges to be faced by CFO
• Responsibilities for financial reporting & corporate compliance
• Listed company to have share registrar
• Share registrar & ballotters regulations 2017
• Bar on appointment of sole purchase, sales agent
• Register of directors, officers
• Form 29 of regulations 2018, particulars of directors etc.
• The Regulation 2024: R.50 particulars of directors & officers
• Right to inspect.
Chapter-23 Miscellaneous provisions regarding Investments, Contracts, Officers & Shareholdings Trading & Interests
• Investments in associated companies & undertaking
• Ceiling of return on investment made in an associated company
• Due diligence of borrowing company
• Requirements to be complied with by the company
• Banks & DFIS can invest in associated companies
• Companies (investment in associated companies/associated undertakings) Reg, 2017
• Investments of company are held in its own name.
• Method of contracting
• Execution of bills of exchange, promissory notes & deeds
• Company to have official seal for use abroad.
• Duties of directors.
• Disclosure of interest by director.
• Interest of officers.
• Interested director not to participate or vote in proceedings of board.
• Related party transactions:
• Board’s approval
• Accounting & auditing perspective of term ‘related party’
• Companies (related party transactions & maintenance of related records) reg., 2018
• Register of contracts or arrangements in which directors are interested.
• Particulars of contracts or arrangements in which directors are interested reg. 21
• The Regulation 2024: R.51 particulars of contracts or arrangements in which directors are interested
• Contract of employment with directors.
• Restriction on non-cash transactions involving directors.
• Declaring a director to be lacking fiduciary behavior.
• Director’s fiduciary position
• Disclosure to members of directors’ interest in contract appointing CFO or secretary
• Contracts by agents of company in which company is undisclosed principal
• Liability for undesired activities of the shareholders
• The Regulation 2024: R.55 conduct of shareholders in the meeting
• Company deemed to be a public interest company in certain circumstances.
• Securities & deposits.
• Employees’ provident funds, contributory retirement funds & securities.
• Employees contributory funds (investment in listed securities) regulations, 2018.
• Notified entities regulations, 2018 limit on investment made in listed securities
• Amendment to ecf (investment in listed securities) regulations, 2018
• NBFC & NER, 2008
• Operation of VPS fund
• Voluntary pension system (VPS) rules, 2005 amended
• Penalty for contravention of section 217 or 218
Chapter-24 Accounts of Companies
• Books of account required to be kept by a company
• Responsibilities of a company in respect of maintaining of books of accounts
• Independent auditor’s report on compliance with maintenance of books accounts
• Branch office of the company
• Incidental matters relating to the accounts
• Responsibility for financial reporting & corporate compliance under CCG 2019
• Inspection of books of accounts by commission
• Default in compliance with provisions of section 221
• Financial statements
• Managements’ responsibility under IFRS
• Responsibility of the management for preparation of accounts etc.
• Contents of financial statement
• International accounting standards (IASS) & IFRS, & other disclosure requirements.
• Cost audit framework for corporate sector
• Approved accounting standards, effective
• Cash statement compliance by banking companies
• Central power purchasing agency guaranteed sought exemption applicability IFRS 19
• Accounting for common control transactions (ACCT)
• Other matters related to the financial statements.
• Circulation of annual audited accounts
• The Regulation 2024: R.79 acceptance of documents.
• Classification of companies.
• Contents of financial statements
• Compliance with IFRS & IASB
• Management shall prepare financial statement.
• Fourth schedule applicable for preparation of financial statements
• New disclosure requirements for financial statement of listed companies
• Duty to prepare directors’ report & statement of compliance.
• Director’s report is mandatory
• Director’s report under regulation 34 CCG 2019
• Contents of directors’ report & statement of compliance
• Director’s report by public/private subsidiary company
• Compliance statement & auditor’s review
• Fourth schedule amended enhancing disclosures
• Consolidated financial statements.
• Incidental matters.
• Financial year of holding company & subsidiary.
• Rights of holding company’s representative & members.
• Financial statements of modaraba company include modaraba accounts
• Approval & authentication of financial statements
• Financial statement to be endorsed by CEO/CFO
• Initialing financial statements by external auditors
• SECP directives for compliance by listed companies
• Copy of financial statements to be forwarded to the registrar
• Filing unaudited financial statements (omitted by CAA).
• Right of member of a Co’s to copies of the financial statements & auditor’s report
• Penalty for improper issue, circulation or publication of financial statement.
• Quarterly financial statements of listed companies.
• Publication of accounts periodically
• Financial reporting & corporate compliance responsibility
• Electronic transmission of financial reports
• Circulation of annual report through e-mail
• Companies (compliance & reporting) regulations 2017.
• Maintain functional website.
• Power of commission to require submission of additional statements of accounts & reports.
• Rights of debenture holders to obtain copies of financial statements.
• PSX introduce ‘compliance calendar for listed Co’s
• AOB’s scope to be extended-SECP
• ICAP code of ethics, 2019 applicable to all CAS
Chapter-25 Dividends & Manner & Time of Payment
• Certain restrictions of declaration of dividend.
• Dividend policy
• No dividend is payable on disposal of immovable property
• Double taxation of dividend paid
• Procedure for declaration of dividend.
• Intimation to PSX
• Unpaid dividend account introduced.
• Dividend to be paid only out of profit
• Dividend not to be paid except to registered shareholders
• SECP reduced in turnaround time,
• Claim for wht at reduced rate from payment dividend paid
• Claim of exemption from WHT from the dividend
• Payment of dividend through electrically.
• Share registrar for payment of dividend
• Directors not to withhold declared dividend
• Mode of payment of dividend.
• Interim dividends.
• Unclaimed shares, modraba certificate & dividend to vest with the federal govt.
• Main features of scheme of claim
• Mechanism for the unclaimed dividends
• The manner to file claim unpaid dividend
• Actions of post-publication of final notice
• Unclaimed shares, modaraba certificates, dividend other instruments & undistributed assets regulations, 2017
• Un-claimed instruments.
• Establishment of investor education & awareness fund
Chapter-26 Audit
• Appointment, removal & fee of auditors.
• Appointment of auditors.
• Director’s recommendation for appointment of auditors.
• Members may propose for appointment of auditor
• Representation by retiring auditors
• Removal of auditors
• Failure of a company to appoint auditors
• Commissioner’s powers to appoint auditor
• Terms of appointment of external auditors
• Mandatory conditions for appointment of auditors.
• KSE listing regulation appointment of external auditors by the losing companies
• Rotation of auditors
• Incidental matter in respect of auditors
• Audit committee, composition & functions
• Internal audit team. R.32
• Qualification & disquisition of auditors non-qualification.
• Auditors not to hold shares (CCG)
• Rights & duties of auditor
• Auditors’ right to information.
• Duties of auditor.
• Independent auditors’ report to the members.
• Independent auditors’ report of listed company
• Review of the statement of compliance by the auditors
• Duties of auditors to report facts
• Auditor’s responsibilities for the financial statements
• Auditors’ (reporting obligations) regulations 2018.
• Audit of cost accounts.
• Companies (maintenance & audit of cost account) regulations, 2020.
• Signature of auditor’s report;
• Auditor’s report shall carry ICAP unique document
• Identification numbers (udin)
• Penalty for non-compliance with provisions by companies.
• Penalty for non-compliance with provisions by auditors.
Chapter-27 Powers of Registrar to Call for Information
• Power of registrar to call for information or explanation
• The Regulation 2024: R.88 notice of any omission to file or register documents;
• The Regulation 2024: R.89 enquiries;
• The Regulation 2024: R.90 legal proceedings;
• The Regulation 2024: R.91 powers & duties of registrar;
• The Regulation 2024: R.92 assignment of duties;
• The Regulation 2024: R.93 comments on application;
• The Regulation 2024: R.96 material for annual report;
• The Regulation 2024: R.99 incorporation of association.
• Seizure of documents by registrar, inspector or investigation officer
• SECP (search & seizure) rules, 2018.
• Investigation & related matters
• Investigation into affairs of company
• Application for investigation reg. 30
• Investigation of company’s affairs in other cases.
• Serious fraud investigation.
• Inspector to be a court for certain purposes.
• Power of inspectors to carry investigation into affairs of associated companies
• Duty of officers to assist the inspector.
• Inspector’s report.
• The Regulation 2024: R.57 fee payable u/s 262
• Prosecution.
• Power of commission to initiate action against management.
• Effect of court’s order.
• No compensation to be payable for annulment or modification of contract.
• No right to compensation for loss of office
Chapter-28 Powers of Court Hearing Application
• Application for winding up of company or an order under section 286.
• Proceedings for recovery of damages or property
• Expenses of investigation.
• Inspector’s report to be evidence.
• Authentication of copy of inspector’s report u/s 271.reg.31
• The Regulation 2024: R.58 authentication of copy of inspector’s report u/s 271
• Imposition of restrictions on shares & debentures & prohibition of transfer of shares or debentures in certain cases
• The shares subject to restriction for transfer
• Directives of the commission
• Court may vacate an order of the commission
• The acts subject to punishment
• Saving for legal advisers & bankers.
• Enquires & investigation not to be affected by winding up
• Application of sections 254 to 274 to liquidators & foreign companies
Chapter-29 Mediation, Arbitration, Arrangements & Reconstruction
• Mediation & conciliation panel
• Resolution of disputes through mediation.
• Power for companies to refer matter to arbitration
• Compromise with creditors & members.
• Power of commission to enforce compromises & arrangements
• Information as to compromises or arrangements with creditors & members
• Power of commission to facilitate reconstruction or amalgamation of companies
• Revival of corporate restructuring board.
• Notice to be given to registrar for applications under section 279 & 282
• Amalgamation of wholly owned subsidiaries of holding company
• Filing of scheme of amalgamation of subsidiaries
• The Regulation 2024: R.60 filing copy of scheme of amalgamation in case of amalgamation of wholly owned subsidiary (ies)/companies wholly owned by a person
• Power to acquire share of member dissenting from scheme or contract
• The Regulation 2024: R.59 manner of giving notice u/s 285.
Chapter-30 Prevention of Oppression & Mismanagement
• Application to court
• Powers of court under section 286.
• Interim order.
• Claim for damages inadmissible.
• Application of certain sections to proceedings under this part. Representation of creditors.
• Management by administrator.
• Representation of creditors
• The companies (management by administrator) rules, 1993.
• Rehabilitation of sick public sector companies.
• The companies (rehabilitation of sick industrial units) rules, 1999.
• SECP issue corporation rehabilitation regulations, 2019.
• Revival of stressed companies.
• Corporate restructuring companies (amendment) bill, 2020.
• Status of inactive company
• Public sector companies to comply with SECP governing rules.
Chapter-31 Winding Up Preliminary
• Mode of winding up.
• Liability as contributories of present & past members.
• Liability of directors whose liability is unlimited.
• Liability of contributory having fully paid shares.
• Nature of liability of contributory.
• Contributories in case of death of member
• Contributory in case of insolvency of member
• Contributories in case of winding up of a body corporate which is a member.
• Winding up by court
• Circumstances in which a company may be wound up by court.
• Company when deemed unable to pay its debts.
• Transfer of proceedings to other court.
• Petition for winding up
• Provisions as to applications for winding up.
• Registrar of companies is authorized to file petition
• Right to present winding petition where company is being wound up voluntarily or subject to court’s supervision.
• Commencement of winding up by court
• Powers of court hearing application
• Court may grant injunction.
• Powers of court on haring petition.
• Copy of winding up order to be filed with registrar
• Suits stayed on winding up order.
• Court may require expeditious disposal of suits.
• Effect of winding up order.
• Power of court to stay winding up.
• Court may ascertain wishes of creditors or contributories
• Appointment of official liquidators.
• Panel of provisional managers & official liquidators regulations, 2019
• Removal of official liquidator.
• Remuneration of official liquidator.
• Style & title official liquidator
• General provisions as to liquidators.
• Statement of affairs to be made to official liquidator
• Report by official liquidator.
• Court directions on report of official liquidator.
• Settlement of list of contributories & application of assets.
• Custody of company’s properties.
• Power to require delivery of property.
• Power of summon persons suspected of having property of company
• Power to order public examination of promoters, directors.
• Power arrest absconding contributory
• Power to order payment of debts by contributory.
• Power of court to make calls.
• Power to order payment into bank.
• Regulation of account with court.
• Order of contributory concluding evidence
• Power to exclude creditor not proving in time.
• Adjustment of rights of contributories.
• Power to order costs.
• Power & duties of official liquidator
• Liquidator to keep books containing proceedings of meetings.
• Liquidator’s account.
• Exercise & control of liquidator’s power
• Distribution by official liquidator.
• Distribution of company.
• Saving of other proceedings.
• Enforcement of orders
• Power to enforce orders.
• Order made by any court to be enforced by other courts.
• Mode of dealing with orders to be enforced of the courts
Winding Up Voluntarily
• Circumstances in which company may be wound up voluntarily.
• Commencement of voluntary winding up
• Effect of voluntary winding up on status of company.
• Notice of resolution to wind up voluntarily
• Declaration of solvency in case of proposal to wind up voluntarily
• Distinction between members & creditor’s voluntary winding up
• Appointment of liquidator.
• Power to fill vacancy in office of liquidator
• Notice by liquidator of his appointment.
• Power of liquidator to accept shares as consideration for sale of property of company
• Duty of liquidator where company turns out to be insolvent.
• Duty of liquidator to call general meetings
• Final meeting & dissolution.
• Alternative provisions as to annual & final meetings in case of insolvency.
• Provisions applicable to creditors’ voluntary winding up
• Meeting of creditors.
• Appointment of liquidator.
• Fixing of liquidator’s remunerations.
• Cessation of boards’ power.
• Power to fill vacancy in office of liquidator
• Application of section 356 to creditors’ voluntary winding up.
• Duty of liquidator to call meeting of company & of creditor.
• Final meeting & dissolution
• Provisions applicable to every voluntary winding up
• Distribution of property of company.
• Application of section 320 & 321 to voluntary winding up.
• Power & duties of liquidator in voluntary winding up
• The Regulation 2024: R.61 investment of retained funds by liquidator in voluntary winding up
• Power of court to appoint & remove liquidator in voluntary winding up.
• Notice by liquidator of is appointment
• Arrangement when binding on company & creditors.
• Power to apply court to have question determined or power exercised.
• Application of liquidator to court for public examination of promoters, directors.
• Costs of voluntary winding up.
• Saving for right of creditors & contributories
• Power of court to adopt proceedings of voluntary winding up
• Winding up subject to supervision of court
• Power to order winding up subject to supervision
• Effect of petition for winding subject to supervision.
• Court may have regard to the wishes of creditors & contributories.
• Power to replace liquidator.
• Effect of supervision order.
• Appointment of voluntary liquidator as official liquidator in certain cases
• Status of companies being wound up.
• Proof & ranking of claims
• Debts of all description to be proved.
• Claims or debts on prescribed forms.
• Application of insolvency rules in winding up of insolvent companies.
• Preferential payments.
• Avoidance of transfer.
• Disclaimer of onerous property.
• Sale or disclaims of property of the company on prescribed forms
• Effect of winding up on antecedent & other transactions
• Fraudulent preference.
• Liabilities & rights of certain fraudulent preferred persons.
• Avoidance of certain attachments, executions.
• Effect of floating charge.
• Offences antecedent to or in course of winding up
• Power of court to assess damages against delinquent directors.
• Liability for fraudulent conduct of business
• Liability under section 397 & 398 to extend to partners or directors in firm or body corporate.
• Penalty for fraud by officers of companies which have gone into liquidation
• Liability where proper accounts not kept
• Penalty for falsification of books.
• Prosecution of delinquent directors.
• Penalty for false evidence.
• Penal provisions.
• Supplementary Provisions As to Winding Up
• Liquidator to exercise certain powers subject to sanction.
• Meetings to ascertain wishes of creditors or contributories.
• Documents of company to be evidence.
• Summary disposal of certain suits by liquidators.
• Limitation.
• Court fees.
• Inspection of documents.
• Disposal of books & papers of company.
• Power of court to declare dissolution of company void
• Information as to pending liquidations
• Payments by liquidator into bank.
• Unclaimed dividends & undistributed assets to be paid to the account maintained u/s 244
• Mechanism for payment to the contributories.
• Procedure to claim unpaid money.
• Books of accounts & other proceedings to be kept by liquidator.
• Application of provisions relating audit.
• Enforcement of duty of liquidator to make return
• Notification that a company is in liquidation
• Court/person before whom affidavit may be sworn.
• Power to make rules.
Chapter- 32 Inactive & Defunct Companies
• Inactive company
• PSCs to comply with SECP governing rules
• Inactive company Reg. 36
• The Regulation 2024: R.62 inactive company;
• The Regulation 2024: R.95 register of inactive company
• Registrar may strike defunct company off register.
• Easy exit of a defunct company.
• Non-operated companies.
• Companies easy exit) Regulations, 2014.
• A company with the prescribed forms/documents
Chapter-33 Winding Up of Unregistered Companies
• Contributories in winding up of unregistered companies
• Power to stay or restrain proceedings.
• Suits stayed on winding up order.
• Directions as to property in certain cases.
• Provisions of this part cumulative.
Chapter-34 Companies established outside Pakistan Provisions as to establishment of places of business in Pakistan
• Application of this part to foreign
• Companies foreign companies regulations, 2017.
• Winding up of a foreign company.
• Documents to be delivered to registrar by foreign companies.
• Documents to be submitted by foreign Co’s
• Particulars of directors
• Translation of documents.
• The foreign companies regulations, 2018.
• Incentives to foreign investors
• Foreign investment is encouraged in many sectors
• Foreign companies regulations, 2017.
• Requirements filling forms by foreign companies
• Return to be delivered to registrar by foreign companies whose documents altered.
• Furnishing of documents for alteration
• Accounts of foreign companies
• Filing of accounts.
• Certain obligations of foreign companies.
• Additional requirements for foreign subscribers.
• Security clearance.
• The Regulation 2024: R.19 additional requirements for foreign subscribers & security clearance.
• SECP abolishes condition of moi’s clearance.
• Pakistan single window to attract fdi.
• Stock exchange (corporatization demutualization & integration) regulations, 2012.
• Power of the commission to require information from foreign companies.
• Furnishing information of beneficial ownership.
• Declaration to be filed by the foreign companies.
• Foreign companies registration, 2018
• Service on foreign company.
• Company’s failure to comply with this part not to affect its liability under contracts
• Provisions relating to name, inquires to apply to foreign companies.
• Intimation of ceasing to have placed of business to be given.
• Notice to the registrar reg. 10.
• Penalties.
• Interpretation of provisions of this part.
Chapter-35 Prospectus & Miscellaneous Matter
• Issue of prospectus.
• Restriction on canvassing for sale of securities.
• Registration of charges.
• Notice of appointment of receiver.
• Notice of liquidation.
Chapter-36 General
• Certification of shariah compliant companies & shariah compliant securities.
• Banking & financial institutions may adopt islamic mode.
• RIBA free financial system.
• Shariah governance regulations, 2018.
• Deposit protection corporation act 2016.
• Internal shariah audit
• PSX to conduct screening of listed companies.
• Minimum shariah screening criteria’s
• External audit of SCC
• Shariah standards of accounts & AAOIFI.
• SECP adopts more sharia standards
• SBP issues broad parameters for conversion to islamic banking
• Public offering regulations, 2017
• Sukuk (privately placed) regulations, 2017.
• Shariah advisory regulations, 2017.
• Shariah compliant pension funds.
• New shariah compliant instruments investment.
• SECP guidelines for sharia-compliant investing on PSX
• Companies’ global register beneficial ownership
• Global register of beneficial ownership reg. 37
• Beneficial ownership of shareholders or office of a company
• Offshore investments by companies
• Difference between beneficial & legal ownership.
• Offshore investment, expart etc.
• Declaration of shareholding in foreign company
• Declaration of shareholding in foreign company.
• Return for change in shareholding etc.
• Maintenance of records on UBO of foreign company) regulations & disclosure requirements.
• The Regulation 2024: R.63 global register of beneficial ownership
• Directives of SECP to update UBO information etc.
• Form for reporting information.
• Declaration of compliance by the foreign firms.
• Prevention of offences relating to fraud, money laundering & terrorist financing.
• FATA requirements.
• Measures by SECP for implementation of FATF
• Securities & exchange commission (anti-money laundering & counter financing of terrorism) regulations, 2018
• Donation in cash prohibited
• Regulated persons submit information
• SECP’s guidelines for implementation AML/CFT
• Free zone company.
• Export processing zone
• SEZS are important investment policy tool.
• Special technology authority bill 2021.
• Special economic zone act, 2012.
• Foreign companies’ investment in SEZ.
• Filing of documents through intermediaries
• Intermediary (registration) regulations, 2017
• Changes in eligibility requirements for services providers
• Acceptance of advance by real estate companies engaged in real estate projects
• Deceptive marketing practices in real estate sector
• Regulations remain inadequate
• Documentation & mode of payment
• Agriculture promotion companies.
• Collateral management companies reg. 2019
• Electronic warehouse receipt financing
• Power to give exemption by the federal government.
• Measures for greater ease of business
• Quota for persons with disabilities in the public interest companies
• Valuation by registered valuers
• The Regulation 2024: R.113 registered valuers
• The Regulation 2024: R.114 qualification & experience for valuation;
• The Regulation 2024: R.115 contents of valuation report;`
• The Regulation 2024: R.116 general conditions.
• Security clearance of shareholder & director
Chapter.37 Registration Offices & Fees
• Registration offices.
• Production of documents kept by registrar
• Registrar not to accept defective documents.
• Special returns to rectify the data
• Filing of return for change in shareholding of the company
• Jurisdiction in the dispute relating to share-holding & directorship.
• Approval of transfer of shares by the agents licensed by the commission.
• Acceptance of documents presented after prescribed time
• The Regulation 2024: R.80 acceptance of documents presented after two years
• Fees
• The Regulation 2024: R.32 payment of fee etc.
• The Regulation 2024: R.64 maximum fees to be charged by companies;
• Power to specify fees chargeable by companies.
• Filing of documents electronically.
• The Regulation 2024: R.76 receipt of physical documents & uploading the same in e-service;
• The Regulation 2024: R.77 maintenance of information in the electronic database
• Destruction of physical record
• The Regulation 2024: R.94 destruction of documents
• Supply of documents, information, notices to the member’s electronically.
• The Regulation 2024: R.65 copies of applications to various authorities etc. To be forwarded to others
• Enforcing compliance with provisions of act
• The Regulation 2024: R.66 translation of documents other than those under part xii of the act
• Power of court trying offences under act to direct compliance with the provisions.
Chapter-38 Legal Proceedings, Offences
• Offences to be cognizable.
• Compliant to the court by the commission, registrar member or creditor in case of certain offences.
• Penalty to be imposed by the commission.
• Adjudication of offences & standard scale of penalty
• The Regulation 2024: R.67 persons authorized to represent proceedings u/s 479 & 480
• Appeal against order passed by officer of the commission
• Appeal before the appellate bench.
• The (SECP appellate bench procedure) rules, 2003.
• Adjudication offences involving imprisonment
• Powers of the commission in relation to enquiries & proceedings
• Procedure for trial of a corporate body
• SECP empowers its commissioners & officers
• Recovery penalty.
• Prosecution of offences by the commission.
• Appeal against acquittal.
• Payment of compensation in cases of frivolous or vexatious prosecutor
• Application of fines or penalties.
• Production & inspection of books where offence suspected.
• Power to require limited company to give security for costs.
• Power of court to grant relief in certain cases
• Enforcement of orders of court.
• Enforcement of orders of court by other courts
• Protection of acts done in good faith.
• Penalty for false statement, falsification, forgery, fraud, deception.
• Penalty for wrongful withholding of property.
• Liability of directors for allotment of shares for inadequate consideration.
• Punishment for no-compliance of directive of court, etc
• Penalty for carrying on ultra vires business
• Penalty for improper use if word ‘limited’.
• Penalty where no specific penalty is provided.
• Power to accord approval subject to conditions.
• Delegation of powers.
• Application of act to companies governed by special enactments
Schedules, Tables, Forms & General Rules
• Forms.
• Power to alter schedules.
• Power of the federal government to make rules
• Repeal & savings.
• Power to issue directives, circulars, guideline
• Power of the commission to permit. Use of urdu words of abbreviations.
• Power to make regulations.
• Validation of laws.
• Former registration offices & registers continued.
• Removal of difficulty.
• The Regulation 2024: R.68 interpretation of the requirements of the forms.
• The Companies Regulations 2024.
• First Schedule
• Second Schedule
• Third Schedule
• Fourth Schedule
• Fifth Schedule
• Sixth Schedule
• Seventh Schedule
• Eighth Schedule
• PSC (Corporate Governance) Rules, 2013
• Guiding paper on principle of Corporate Governance for Non-Listed Companies.
• Listed Companies (Code of Corporate Governance) Regulations, 2019.
• The Companies (General Provisions & Forms) Regulations, 2018
• Corporate Social Responsibility
• Companies (General Provisions & Forms) Regulations, 2018
• Committees to be Constituted by BOD:
• Audit Committee.
• Human Resource Committee.
• Remuneration Committee.
• Nomination Committee.
• Risk Management Committee.
• Internal Audit.
• Small & Mid-Size Enterprises
• Chief Features SMEs Policy, 2021.
• Special Tax Regime for SMEs. Under ITO 2001
• SECP Facilitates SMEs Start-Up.
• Principles of Corporate Governance.
• SECP’s Efforts for Good Corporate Governance.
• Limited Liability Partnership
• Guidelines of Listing & Delisting of Companies on PSX
