FINANCIAL ACCOUNTING AND REPORTING OBJECTIVE To provide comprehensive knowledge of principles, concepts and practices of financial accounting in order

to select and apply accounting techniques and procedures to specific circumstances, prepare financial statements of companies and group companies in accordance with the International Accounting Standards and statutory requirements; analyze and interpret financial statements and comment on their compliance with statutory and professional requirements. SYLLABUS Accounting Regulations and Policies: Need for accounting regulations and standards. Accounting assumptions, bases of recognition and measurement and accounting policies as required under Framework for the Preparation and Presentation of Financial Statements and International Accounting Standard-Presentation of Financial Statements (IAS-1) issued by International Accounting Standards Board (IASB). Need for disclosure and its requirements under the Companies Ordinance, 1984. Accounts of Limited Companies: Preparation and presentation of financial statements (balance sheet, profit and loss accounts, cash flow statement and statement of changes inequity) of limited companies and preparation of specific notes, extracts, schedules, reports of directors and auditors in line with statutory provision and international accounting standards. Consolidated Financial Statements: Definition of holding, subsidiary and associated undertaking and companies. Comparison and usefulness of acquisition and merger method of consolidation. Techniques of consolidation requiring accounting and disclosure requirements of IAS-22 and IAS-27 and the Companies Ordinance, 1984 relating to consolidated financial statements including calculation of premium or discount on acquisition, minority interest, elimination of intra group transactions and balances, inter-company profits and dividends. Accounting for investments in subsidiaries and associated under takings. Specialized Accounting Treatments: (a) Accounting for Property , Plant and Equipment (IAS-16) Recognition and initial measurement of property, plant and equipment,

measurement subsequent to initial recognition of asset, property, plant and equipment including exchange of assets, subsequent expenditure, revaluations, depreciation, review of useful life, review of depreciation methods, impairment of assets, retirement and disposals. Treatment of surplus on revaluation of property, plant and equipment under section 235 of the Companies Ordinance, 1984 and under IAS-16. Disclosure requirements for property, plant and equipment under IAS-16 and the Companies Ordinance, 1984. (b) Accounting Treatment of Intangible Assets (IAS-38) Treatment of intangible assets including research and development costs including their recognition, amortization and impairment of development costs. (c) Accounting for Inventories Cost and measurement of inventories, cost formulae, net realizable value, recognition of inventory as an expense. Compliance with the requirements of IAS-2 and the Companies Ordinance, 1984. (d) Accounting for Leases (IAS-17) Definition of lease, installment sales and hire purchases, their importance and difference between them. Accounting for operation and finance leases. Complications in lease accounting, recognition of income in installment sales and hire purchases. Disclosure requirements under IAS-17 and the Companies Ordinance, 1984. (e) Accounting for Contracts (IAS-11) Accounting for work-inprogress, work-certificate and payments, work-in-progress uncertified, profit on incomplete contract, preparation of contract account, profit and loss account and balance sheet. (f) Accounting Treatment of Net Profit and Loss for the period including profit or loss from ordinary activities, changes in accounting estimates, fundamental errors, change in accounting policies, events occurring after balance sheet date. Accounting treatment of contingent losses and gains (IAS-8 and 10). (g) Taxation Treatment of current and deferred taxation in accounts (IAS-12). (h) Accounting for Capital Structure Accounting of issue of shares and securities . Buy back of shares. Reconstruction of capital, merger and de-merger of companies. (i) Recognition of Borrowing Costs (IAS-23). (j) Accounting Treatment of Foreign Currency Transactions (IAS-21)

Specific Reporting:

Interim Financial Reporting (IAS-34) Preparation, presentation and disclosure requirements with regard to interim financial statements of companies. Reporting on Related Party Disclosures Transfer pricing. Disclosure requirements under IAS-24 and the Companies Ordinance, 1984. Reporting on Discontinuing Operations Recognition, measurement, presentation, disclosure of discontinuing operations as required under IAS 35. Reporting on Earning Per Share measurement, presentation and disclosure requirements of earning per share in line with IAS-33.

Analysis and Interpretation of Financial Statements: Needs for various users of financial statements and importance thereof. Techniques for analysis; horizontal, vertical and ratio analysis and common-size statements, their uses and limitations. Detailed examination and analysis of accounts and other financial information regarding capital structure, asset-base, liquidity, cash flow and operating capabilities, earning per share, working capital level and controls. Reporting in good style, the analysis, evolution and recommendation arising for the examination to the management, investors and creditors. Measurement of Profit: Traditional approach using legal transaction as basic income and expenditure. Economists approach to income and measurement of profit as an increase in the value of business. Consideration of alternative approach to the measurement of profit in a changing price level environment. Use of replacement, net realizable value and economic value for the valuation of property, plant and inventories. Performance Reporting, Planning and Control: Analysis and classification of costs for performance reporting. Product costing and elements of costs. Profit planning and break-even analysis. Introduction of different cost analysis. Introduction to budgets for planning and control including cash budgeting CORPORATE TAX MANAGEMENT OBJECTIVE: To provide knowledge and understanding of the core areas of direct and indirect tax laws and develop understanding of their

implications in different business situations and apply these in financial planning and decision making. SYLLABUS SECTION-1 DIRECT TAX (60 Marks)

Basic Framework of Direct Tax Law: Different direct tax laws and their inter-relationship in the scheme of taxation in Pakistan. Importance of Income Tax Ordinance, 2001 and amendments there in through Finance Act/Ordinance annually and concepts of prior tax ruling. Detailed Study of Income Tax Law: The Income Tax Ordinance, 2001 and the Income Tax Rules 2002 as amended up-to-date covering: definition, charge of tax, tax on income from salary, property, business, capital gains, other sources (including income from dividend, royalty, profit on debt, etc), exemptions, deductions allowed and not allowed, tax credits, set off and carry forward of losses relating thereto and tax depreciation. Common Rules: general, tax year and assets. Provisions governing persons; associates, individuals, association of persons and Companies. Taxation of foreign source of income of residents. Tax accounting. Transfer pricing. Records and books of accounts. Filing of various statements with income tax authorities. Employee Remuneration: Tax implications of employee compensation scheme: salaries, wages, perquisites, gratuity, bonus, commission, etc. Managerial remuneration its tax implications and planning consonant with Income Tax law requirements. Tax Management: Nature and areas of tax management, deduction of tax at source, advance payment of tax, minimum tax. Importance of tax management while claiming allowances, exemption, deductions and tax credits. Filing of returns of income, defaults and penalties. The organization problems of tax management review. Assessment procedure, appeals, collection and recovery of tax, payments and deductions, refunds, records and audit, penalty, additional tax, offence and prosecution. Review of assessment order in order to decide availability of further appeal, revision review or rectification, drafting ground of appeal, argument on appeal, memoranda to the Central Board of Revenue and other similar applications. Corporate Taxation: The income tax liabilities of companies and tax incidence under the Income Tax law. Capital structure of a company and tax incidence, tax as a variable in computing cost of capital, tax

considerations in dividend policy and issue of bonus shares. Taxation of inter-corporate dividends and transfers. Tax Planning: Planning and scope of tax planning. Difference between tax planning, tax evasion and tax avoidance. Tax planning its need and methodology. Tax planning with reference to type of activity, scale of activity, ownership pattern, location aspects, etc. Limitations on the tax planning exercise, flexible planning premises. Tax planning in the context of court rulings and legislative amendments. Planning for tax holiday benefits. Setting up of new industrial undertaking for availing exemption. Merger with sick units. Amalgamation, merger and de-merger and tax planning. Tax Consideration with regard to Specific Management Decision: Consideration of tax benefit while management decision to make or buy, own or lease, return or replace, prepare or renovate, now or later, slow or fast, close or continue operation. Tax consideration relating to variation of portfolio of assets, change of tax year and method of accounting. Taxation of Non-Residents: Basic principles for taxation of nonresidents, special deduction. Foreign collaboration agreements and tax implication; joint venture abroad and tax consideration, procedure for joint venture and foreign collaboration. Double Taxation Avoidance Agreements: Meaning of avoidance of double taxation and prevention of fiscal evasion. Tax implications of double taxation avoidance agreements and standard practice with regard to tax law for company secretaries.

SECTION-2

INDIRECT TAXES

(40 Marks)

Framework of Indirect Tax Laws: Special features of indirect tax levies. Role of indirect tax laws and contribution to government revenues and fiscal performance as instrument of planning and development. Sales Tax Act 1990: Particularly Chapters I to V and VII of the Act and Turnover Tax Rules 1999. Apportionment of Input Tax Rules 1996. Filing of Monthly Return Rules 1996, Registration, Voluntary Registration and De-registration Rules 1996 and Retail Tax Rules 1998 and Sales Tax Ordinance 2000 promulgated by the provinces as

amended up-to-date covering: definitions, scope and payment of Sales Tax, registrations, book-keeping and invoicing requirements. Sales in the course of import and export, taxability of inter-depot and interbranch transfer of goods. Methods of executing sales through branches, head office and factory. Export contracts and implications on penultimate sale, canalized exports-implications, planning vis--vis judicial pronouncement. Levy and collection of Sales Tax procedure, offences and penalties. Filing of returns and revision therein. Appeals, revision and rectification of assessment procedure. Sales Tax levies and cash management, promissory estoppels-extent of application to sales tax matters, a case law review. Customs Act 1969: Particularly chapters V, VI, X, XI, XVII and XIX of Customs Act 1969 as amended up-to-date covering: details of procedure in relation to levy, collection and exemption from and repayment of custom duties, drawback and documents to be prepared and presented to custom authorities; valuation of goods , classification of goods, its principles and rectifications; valuation of goods for the purpose of levy and its principles, abatement of duties and availing of exemptions; procedure for clearance of goods for home consumption and clearance of imported and exported goods; warehousing; offences, penalties, appeals and revision. Custom levies and cash management. Federal Excise Act 2005: Chapter Chapter Chapter Chapter 2005. I II III V Definitions Levy, collection and payment of duty Offences and Penalties Power, Adjudication and Appeals. Federal Excise Rules

COMPANY LAW AND ALLIED RULES OBJECTIVE: To provide in depth knowledge of Companies Ordinance 1984, procedural and case laws, rules and guidelines issued to regulate incorporated companies.

SYLLABUS 1. Development of Company Law: Chronological development of company law in Pakistan and United Kingdom, development of various concepts including jurisprudence, contemporary and emerging issues. 2. Nature and Classification of a Company: Classifications and definition of incorporated companies. Procedure and effect of registration. Principles of corporate personality and of limited liability. Distinction between companies and partnership. Different classifications of an incorporated company; holding, subsidiary, and associated company, private and public company, statutory and government company, limited and unlimited liability company, company limited by guarantee and shares etc. Association not for profit. Illegal association. Conversion of private company into public company and vice versa. 3. Formation of a Company: Promoters and pre-incorporation contracts. Mode of forming a company. Memorandum and articles of association, their clauses and contents, and formalities for their registration. Alteration of memorandum and restrictions thereon. Alteration in articles. Certificate of incorporation. Services of notices; and authentication of documents. 4. Floatation: Prescribed procedures of floatation. Meaning, purpose and contents of prospectus. Statements in lieu of prospectus. Prospectus by implication. Offer for sale of shares and debentures. Issue of securities outside Pakistan approval, issue and registration of prospectus, underwriting and commission and other statutory requirements related thereto. Civil and criminal liabilities for misstatements in prospectus. Statutory provisions regarding allotment of shares. Effect of irregular allotment of share. Certificate of commencement of business. 5. Share Capital and shares: The principle of capital. Reconstruction of capital structure. Raising of share capital. Issue of shares at premium, at par and at discount. Increase and decrease of share capital. Buy back of companys own shares. Further issue of shares rights and bonus shares. Conversion of loans and debentures into shares. Meaning, nature and kinds of shares and share capital. Variation of shareholders rights, Definition, types, rights, liability, eligibility and termination of membership. Register of members and debenture holders. Disclosure of substantial, beneficial and nominee shareholders. Share certificates. Lien, surrender and forfeiture of shares.

6. Borrowings and creation of charges: Nature and extent of borrowing powers of company. Various types and methods of raising of funds meeting short, medium and long-term requirements including public deposits and assistance from banks and non-banking financial institutions. Management of public issue of redeemable capital (including debentures, bonds, terms finance certificates), their loan documentation; preparation of prospectus, under writing and brokerage agreements; allotment letters, share certificates, debenture trust-deed etc. as required under various regulation and guidelines made by Securities and Exchange Commission of Pakistan. Methods of securing borrowed money. Nature and meanings of mortgage, hypothecation, fixed and floating charges. Registration, modification and satisfaction of mortgage, hypothecation and charges. Remedies of debenture holders, appointment and functions of receivers and managers. 7. Directors and Chief Executive: The concept of directors and its evolution. Statutory provisions relating to qualification, appointment, tenure, remuneration, rights, powers, duties, responsibilities, civil and criminal liabilities of directors and chief executive and their retirement, resignation, removal and vacation of office. Disclosure of interest of directors and chief executive. 8. Functions of the Board, Management: Basic functions philosophy behind constitution of the provisions of the Companies Corporate Governance relating to; Committees of Directors and of the Board of Directors and audit and other committees under Ordinance, 1984 and the Code of

1. Membership, transfer and transmission of shares 2. Giving guarantees, securities making of loans and advances to other bodies corporate and inter-corporate investments, 3. Maintenance of statutory books and registers, and filing of returns. 4. Divisible profits and declaration of dividend. 5. Accounts and audit, notes to the accounts, auditors report, subsequent amendments to audited accounts, disclosures, responses by the board relating to observations and qualification in auditors report. 9. Auditors: Legal requirements relating to appointment, resignation, removal, qualifications, disqualifications, powers, duties and remuneration of auditors.

10. Shareholders Democracy: Principles of majority rule, majority control through resolution. Protection to investors and other stake holders. Minority protection and minority rights in relation to meetings. Hostile take over under Listed Companies (Substantial Acquisition of Voting Shares and Take Over) Ordinance, 2002. 11. Insider Trading: Definition and concept of insider trading; imposition of restrictions, penalties and fines to curb insider trading under the provisions of Securities and Exchange Ordinance, 1969, Securities and Exchange Rules, 1971 and Listed Companies (Prohibition of Insider Trading) Guidelines. 12. Compulsory and Voluntary Winding-up: Modes of windingup, grounds upon which a company may be wound up and by whom; order of application of assets of insolvent companies, including concept of fraudulent trading and fraudulent preference. The powers and duties of a liquidator and the consequences of winding-up. Various Rules Under The Companies Ordinance 1984. 1. Companies (Issue of capital) Rules 1996 and Stock Exchange Rules for issue of capital by companies. 2. Companies share Capital (Variation in Rights and Privileges) Rules 2000. 3. Companies (Buy-back of shares) Rules 1999 4. Companies (General Provisions and Forms) Rules, 1985 5. Companies (Invitations and Acceptance of Deposits) Rules 1987 6. Companies (Appointment of Legal Advisors) Act 1974 and Rules 1975. 7. Companies (Management by Administrators) Rules 1975. 8. NBFC Rules, 2003 issued by Securities & Exchange Commission of Pakistan. MEETING LAW AND PROCEDURE OBJECTIVE To provide thorough knowledge and understanding of laws and practice relating to the convening, conducting and managing different kinds of meetings of entities and bodies of various types in order to perform duties of Secretary effectively and to advise and assist the chairman on procedural matters and compliance with various requirements under relevant applicable laws, rules and regulations. SYLLABUS

SECTION 1

PRINCIPLES OF MEETING

(Marks: 40)

1.1 General Principles of Law and Practice of Meetings: Meaning and types of meeting. Distinction between private and public meeting, formal and informal meeting, regular and urgent meeting,, management committee and general body meeting. Rights and restrictions regarding holding meetings, admission and presentation of order therein. 1.2 General Conduct and Management of Meetings: Requisites of valid meetings: notice, constitution, quorum, time and place of holding, agenda and papers, rules of discussion and motions, adjournment of meetings, procedure for voting and minutes. Powers and duties of chairman. The practical work of the secretary of the organization before, during and after the management committee and general body meeting. 1.3 Law of Defamation relating to Meetings and Meetings of Common Law: Nature and scope of Law of Defamation relating to the meetings and media reporting. Remedies available under the law. Knowledge and understanding of the law pertaining to the conduct and procedure of meetings at Common Law and leading cases related thereto. Practical work of the secretary with regard to organizing meetings and conference. SECTION 2 COMPANY MEETINGS (Marks: 60)

2.1 Company Meetings: Meaning, nature and scope of company meetings. Different types of company meetings. Application of the relevant provisions of the Companies Ordinance 1984, Table A and case laws governing statutory meeting, annual and extra ordinary general meetings, class meetings, meetings of debenture holders, meetings of contributories, meetings of members sanctioning scheme of compromise, reconstruction, acquisition, merger, de-merger, for voluntary and compulsory winding up. 2.2 Convening and conduct of Company Meetings: Requisites of valid company meetings; legal provisions regarding their convening, notice and its service, constitution, time and place of holding, agenda and papers, quorum, rules of discussion and motions, ordinary and special resolutions, voting, polls, proxies, adjournment; rights, powers and duties of chairman; preparation of minutes and its circulation and confirmation. Practical work of company secretary before, during and after convening the company meetings in the light of the provisions of the Companies Ordinance 1984, Listing Regulations of the Stock Exchange and Code of Corporate Governance.

2.3 Meetings of Directors: Meaning and necessity of board of directors. Powers of board; restrictions on directors powers and validity of their acts. Need for meetings of directors. Board to act at meeting; board when to meet and where to meet. Meaning of board meeting. Types of board meetings; first board meeting, subsequent board meetings and meetings of committees of directors. 2.4 Conduct and Management of Directors Meetings: Requisites of valid board meetings and committees of directors meetings. Legal provisions regarding convening and managing board meetings; and the meetings of committees of directors (including audit committee) relating to notice and agenda; its service, form, period, contents and consequence of accidental omission; directors attendance, leave of absence, quorum, chairman of the meeting, discussion and motions, resolutions, voting, adjournment, preparation, circulation and confirmation of the minutes, powers and duties of the chairman. Duties and responsibilities of the company secretary before, during and after board meeting and meetings of committees of directors in the light of Code of Corporate Governance, Listing Regulations of the Stock Exchange and the Companies Ordinance, 1984.