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Managing Corporate Laws and Compliances in Pakistan

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Practical Comprehensive Guidance

The book contains extremely useful up-date exhaustive commentaries on the provisions of the Companies Act, 2017, procedures and practices by the corporate sector in Pakistan and compliances with thereof by the Lawyers, Corporate Professionals, Businessmen, CFOs, Company Secretaries, and Students in a corporate environment in Industries, Banks, DFIs, NBFCs, Companies and other concerned.

The commentaries are supported with the SECP’s Regulations, Case Laws, Tables A-E, Schedules, Forms and Appendices and the latest amendments made in the Companies Act, 2017.

• Companies (General Provisions & Forms) Regulations, 2018; & amendment-2020 and others, Debentures/Redeemable Securities, Further Capital, Prospectus, ACCT; Sec. Practice;
• Regulations issued by the SECP, Bonus/Right Shares,
• Listed Companies (Code of Corporate Governance) 2019;
• Foreign Companies, PSCs, IFRSs, IPOs; Auditors, ICAP’s directives, Committees formed by the BOD, Dividend Policy;
• Company Secretarial Practice, SPAC, GEM, UBOs, NPOs;
• Application of Act to Companies Governed by Special Enactment viz. Insurance Companies, NBFCs, Takaful, Assets Management; Modarabas, Modaraba Companies, Macro-Finance/insurance, SBP-2021, Shariah Compliant Cos. CSR;
• Listing on PSX, FATF Standards, SMEs Policy, 2021, Startups; CEOs, Directors, CFOs, Company Secretaries; Company’s Meetings, Financial Statements, Director’s Report,
• Supported with SECP’s SROs, Circulars & Law Cases.

Table of Contents
Historical Journey of Corporate Law in Pakistan

Companies Act, 2017
Chapter-1: Jurisdiction of Court
Chapter-2: Powers and Functions of the Securities and Exchange Commission of Pakistan
Chapter-3: Incorporation of Companies and Matters Incidental Thereto.
Chapter-4: General Provisions with Respect to Registration of Memorandum and Articles
Chapter-5: Registered Office and Publication of Name
Chapter-6: Contents of Memorandum and Articles of Association of Different Companies
Chapter-7: Licensing of Association Charitable and not for Profit Objects
Chapter-8: Conversion of a Company of any Class into a Company of other class and related Matters
Chapter-9: Service and Authentication of Documents
Chapter-10: Prospectus, Allotment, Issue and Transfer of Shares and other Securities
Chapter-11: Share Capital and Nature, Numbering and Certificate of Shares
Chapter-12: Special Provisions as to Debentures
Chapter-13: Transfer of Shares and other Securities
Chapter-14: Commission, Discount and Premium
Chapter-15: Invitation of Deposits, Buy-Back Shares
Chapter-16: Reduction of Share Capital
Chapter-17: Unlimited Liability of Directors
Chapter-18: Registration of Mortgage, Charges, etc.
Chapter-19: Receivers and Managers
Chapter-20: Management and Administration
Chapter-21: Meetings, Proceedings, Resolutions, Secret and Postal Ballot
Chapter-22: Appointment, Removal of Independent and Executive Directors their Election and Training
Chapter-23: Miscellaneous Provisions regarding Investments, Contracts, Officers and Shareholdings, Trading and Interests
Chapter-24: Accounts of Companies, Financial Reporting and Compliance with the IAS, IFRS
Chapter-25: Dividends, Unclaimed Dividends, Instruments Manner and time of Payment Thereof
Chapter-26: Audit, Appointment & Removal of Auditors
Chapter-27: Powers of Registrar to Call for Information
Chapter-28: Powers of Court Hearing Application
Chapter-29: Mediation, Arbitration, Arrangements & Reconstruction
Chapter-30: Prevention of Oppression and Mismanagement
Chapter-31: Winding Up
Chapter-32: Winding Up of Unregistered Companies
Chapter-33: Companies established outside Pakistan
Chapter-34: Shariah Compliant Companies etc.
Chapter-35: Beneficial Ownership, Offshore Investment, FATF Standards & AML etc.
Chapter-36: Registration Offices and Fees
Chapter-37: Legal Proceedings, Offences
Chapter-38: Application of Act to Companies Governed By Special Enactments. (Section 505)
- Insurance Ordinance, 2000:
- NBFC (Establishment and Regulations) Rules, 2003:
- NBFC & NER, 2008:
- Modaraba Companies and Modarabas (Floatation and Control) Ordinance, 1980:
- State Bank of Pakistan Act, 1956:
• Prudential Regulations or Corporate or Commercial Banking.
• Financial Institutions (Recovery of Finances) Rules, 2018
• Deposit Protection Corporation Act, 2016
• SME Assan Finance Scheme
Listed Companies or Corporation Etc.
Chapter-39: Schedules, Tables, Forms and General Rules
Chapter-40: Committees to be formed by the Directors
Chapter-41: Small and Mid-Size Enterprises
Chapter-42: Corporate Governance
Chapter-43: Corporate Social Responsibility

First Schedule
Fourth Schedule
Fifth Schedule
Companies (General Provisions and Forms) Regulations, 2018
- Filing Procedure of the Forms.
- Procedure for Filing the Forms
Seventh Schedule
Table of Fees to be paid to the Registrar and the Commission
Limited Liability Partnership

SECPs Regulations referred in the Book:
1. Anti-Money Laundering and Countering Financing of Terrorism Regulations, 2018.

Regulations issued during the year:

• Delegation of Powers Regarding VPS-NBFC & NE Regulations,2008”
• Three new Instruments or Investments Shariah Compliant Government Securities.
• Self-Regulatory Organization (Registration) Rules, 2021;
• Growth Enterprise Marketing Listing Regulations, (Gem);
• Companies (Further issue of Capital) Regulations, 2020;
• Companies Maintenance and Audit of Cost Accounts) Regulations, 2020;
• Corporate Restructuring Companies (Amendment) Bill, 2020;
• Companies (General Provisions and Forms) Regulations, 2018; Amended, 2020.
• Public Companies (Employees Stock Option Scheme) Rules, 2001
• Companies Share Capital (Variation in Rights and Privileges) Rules, 2000;
• Listed Companies (Corporate Governance) Regulations, 2019.
• The Listed Companies (Buy-Back of Shares) Regulations, 2019
• Corporate Restructuring Regulations, 2019;
• Panel Provisional Manager and Official Liquidator Regulation, 2019;
• Prudential Regulation for Modaraba;
• Modaraba Regulations, 2019.
• Charitable and Not-Profit Objects Regulations, 2018;
• Company (Further issue of Shares) Regulations,
• Companies (Related and Party Transactions and Maintenance Records) Regulations, 2018;
• Auditors (Reporting Obligation) Regulations, 2018;
• Companies (Postal Ballot) Regulations, 2018;
• Companies (Manner and Selection of Independent Directors) Regulations, 2018;
• Employees Contributory Fund (Investment in Listed Companies) Regulations, 2018;
• Amendment to Employees Contributory Fund (Investment in Listed Companies) 2018;
• Notified Entities Regulations, 2018;
• Money Laundering and Counter Financing of Terrorism) Regulations, 2018;
• The Companies (General Provisions and Forms) Regulations, 2018;
• Filing Companies Procedure
• Companies (Incorporation) Regulations, 2017;
• Listed Companies (Code of Governance) Regulations, 2017;
• Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017;
• Public Offering (Regulated Securities Activities Licensing) Regulations, 2017;
• Voluntary Pension System Rules, 2017;
• Companies (Compliance and Reporting) Regulations, 2017;
• Companies (Distribution of Dividend) Regulation, 2017
• Unclaimed Share Etc. Regulations, 2017;
• SECP (Search and Seizure) Rules, 1997;
• Foreign Companies Regulations, 2017;
• Sukuk (Privately Placed) Regulations, 2017;
• Intermediary (Registration) Regulations, 2017;
• Valuer Registration and Governance Regulations, 2017;
• Initial Public Offering (IPO) Regulations, 2017;
• Private Placement of Securities Rules, 2017;
• Public Sector Companies (Corporate Governance) Rules, 2013;
• Stock Exchange (Corporatization, Demutualization and Integration) Regulations, 2012;
• Voluntary Pension System Rules, 2005;
• The Companies (Management by Administrator) Rules, 1993;
• Legal Advisors) Act,1975

4500 (PKR)
4000 (PKR)