2. 1 THE INSTITUTE OF CORPORATE SECRETARIES OF PAKISTAN

3. 2 Rule 14B of the Companies (General Provisions & Forms) Rules 1985, andRule 14B of the Companies (General Provisions & Forms) Rules 1985, and Article 3.2(b) of Code of Corporate Governance of PakistanArticle 3.2(b) of Code of Corporate Governance of Pakistan A qualification prescribed for the position of COMPANY SECRETARY of Listed Companies under

4. 3 The Institute of Corporate Secretaries of Pakistan was incorporated in 1973 as a Company Limited by Guarantee, in order to Educate; university graduates to become Professionally Qualified Company Secretaries & Administrators.Educate; university graduates to become Professionally Qualified Company Secretaries & Administrators. Train in the field of Company Secretarial Practice & Administration.Train in the field of Company Secretarial Practice & Administration. Promote the Professionalism of Secretarial Practice & Administration in Pakistan.Promote the Professionalism of Secretarial Practice & Administration in Pakistan. Promote Corporate Culture through Professional Expertise in the field of Corporate Law & Secretarial Practice & Administration.Promote Corporate Culture through Professional Expertise in the field of Corporate Law & Secretarial Practice & Administration.

5. 4 MISSION To Examine, groom and promote high quality Company Secretaries & Professionals in field of Corporate Law, who be able to meet the corporate requirements and equip with knowledge to face the new developments & Challenges.

6. 5 Founder Members Rao N.S. KhanRao N.S. Khan Pir Mohammad A. KaliyaPir Mohammad A. Kaliya Habib Ahmed DagiaHabib Ahmed Dagia Yusuf Ahmed CalcuttawalaYusuf Ahmed Calcuttawala Mahboob-ur-RabMahboob-ur-Rab Qazi Ahmed WadoodQazi Ahmed Wadood Asim Sardar Mohammad KhanAsim Sardar Mohammad Khan Mohammad ZafarMohammad Zafar

7. 6 Council & Office Bearers 2006-2008 PresidentG. Nizamuddin Vice PresidentMushtaq A. Madraswala Syed Shakeel-ur-Rehman SecretaryAsif Mahmood TreasurerMuhammad Iqbal MembersAbdul Ghafoor Ateeq Ahsan Elahi Vohra S. Shamim Akhter Aftab Qutubuddin Munshi Tariq Hussain Zafar Ahmed Khan Chaudhary Muhammad Akram

8. 7 STANDING COMMITTEES 1.Executive. 2.Examination & Education. 3.Seminar. 4.Publication.

9. 8 PUBLICATION “ The Corporate Secretary” A Journal of Corporate Professional The Institute publishes a Quarterly Magazine called “ THE CORPORATE SECRETARY”. The magazine is dispatch to all the members of I.C.S.P. The Corporate Secretary is published in the first week of every quarter. Last Issue for April – June 2008 is enclosed.

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11. 10 EXAMINATION STRUCTURE & SUBJECTS MODULE/GROUPCODESUBJECT A Group 1 1.1- Economic Environment. 1.2- Introduction to Accounting. 1.2- Introduction to Accounting. 1.3- Business Mathematics & Statistics. 1.3- Business Mathematics & Statistics. Group 2 2.1- Commercial & Industrial Law. 2.2- Information Technology. 2.2- Information Technology. B Group 3 3.1- Human Resource Management. 3.2- Business Finance. 3.2- Business Finance. 4 4.1- Financial Accounting & Reporting. 4 4.1- Financial Accounting & Reporting. 4.2- Corporate Tax Management. 4.2- Corporate Tax Management. C Group 5 5.1- Company Law & Allied Rules. 5.2- Meeting Law & Procedure. 5.2- Meeting Law & Procedure. 6 6.1- Secretarial Practice & Audit. 6 6.1- Secretarial Practice & Audit. 6.2- Corporate Laws & Practice. 6.2- Corporate Laws & Practice.

12. 11 SYLLABUS Module “A” Group - 1 1.1ECONOMIC ENVIRONMENT Micro – EconomicsMicro – Economics Macro – EconomicsMacro – Economics Pakistan EconomicsPakistan Economics Islamic EconomicsIslamic Economics 1.2INTRODUCTION TO ACCOUNTING Conceptual Framework.Conceptual Framework. Reporting Process.Reporting Process. Company Accounting.Company Accounting. Analysis and Interpretation of Financial Reports.Analysis and Interpretation of Financial Reports. Books Recommended - Micro & Macro Economics by Samuelson -Economics of Pakistan by Prof. Khawaja Amjad Saeed Books Recommended - Financial Accounting by Meigs & Meigs - Accounting Principles by Jerry J.

13. 12 SYLLABUS Module “A” Group - 1 1.3BUSINESS MATHEMATICS & STATISTICS Business MathematicsBusiness Mathematics Basic & Financial Mathematics, Calculus, and Quantative Techniques.Basic & Financial Mathematics, Calculus, and Quantative Techniques. Business StatisticBusiness Statistic Collection & Presentation of numerical information, Relationship and Forecasting, Index Number, Probability and Statistical Inference.Collection & Presentation of numerical information, Relationship and Forecasting, Index Number, Probability and Statistical Inference. Books Recommended -Introduction to Statistics by Ronald E. Walpole Business Mathematics by Mirza M. Hassam and M. Ali

14. 13 SYLLABUS Module “A” Group - 2 2.1COMERCIAL AND INDUSTRIAL LAW Commercial LawsCommercial Laws Law of Contract, Indemnity, Agency, Sale of Goods, Partnership, Negotiable Instruments, Resolving Commercial Disputes, and General Principle of Consumer Credit.Law of Contract, Indemnity, Agency, Sale of Goods, Partnership, Negotiable Instruments, Resolving Commercial Disputes, and General Principle of Consumer Credit. Industrial LawsIndustrial Laws Employment and Remuneration Laws, Safety, Health and Welfare, Trade Unions and Industrial Relations.Employment and Remuneration Laws, Safety, Health and Welfare, Trade Unions and Industrial Relations. Books Recommended - Commercial and Industrial Laws by A.G. Chaudhary -Business Law by Mc. Kuchhul - Bare Acts

15. 14 SYLLABUS Module “A” Group - 2 2.2INFORMATION TECHNOLOGY Management of SystemsManagement of Systems System Theory, Management Information System, System Analysis & Design, and Management Aspects.System Theory, Management Information System, System Analysis & Design, and Management Aspects. Information SystemsInformation Systems Information Concepts, Hardware, Communication, Software Languages, and Organization.Information Concepts, Hardware, Communication, Software Languages, and Organization. Book Recommended - A Complete Book on I.T. by Dr. Rajesh Trehan

16. 15 SYLLABUS Module “B” Group - 3 3.1HUMAN RESOURCE MANAGEMENT Behavioral Science in organization, The heart of Organization Behavior, The Individual in the Organization, Human Resource Planning, Developing Human Resource, Organization & Methods, Work Measurement & Control, Communications, Providing Pay & Services, Employee – Management Relations and The Road Ahead.Behavioral Science in organization, The heart of Organization Behavior, The Individual in the Organization, Human Resource Planning, Developing Human Resource, Organization & Methods, Work Measurement & Control, Communications, Providing Pay & Services, Employee – Management Relations and The Road Ahead. Books Recommended - Organizational Behavior by Fred Luthans - Integrated Management by PBP

17. 16 SYLLABUS Module “B” Group - 3 3.2BUSINESS FINANCE Financial Goal & Planning, Raising Capital, Cost of Capital, Capital structure issues, Capital Expenditures Strategic Alliances, Financing Current Assets, Stocks & their Valuation, Mergers and Acquisitions.Financial Goal & Planning, Raising Capital, Cost of Capital, Capital structure issues, Capital Expenditures Strategic Alliances, Financing Current Assets, Stocks & their Valuation, Mergers and Acquisitions. Book s Recommended - Management Accounting by Khan & Jain - Financial Management by Khan & Jain -

18. 17 SYLLABUS Module “B” Group - 4 4.1FINANCIAL ACCOUNTING & REPORTING Accounting Regulations & Policies, Accounts of Limited Companies, Consolidated Financial Statements, Specialized Accounting Treatments, Specific Reporting, Analysis & Interpretation of Financial Statements, Measurement of Profit, Performance Reporting, Planning and Control.Accounting Regulations & Policies, Accounts of Limited Companies, Consolidated Financial Statements, Specialized Accounting Treatments, Specific Reporting, Analysis & Interpretation of Financial Statements, Measurement of Profit, Performance Reporting, Planning and Control. Book Recommended - Financial Accounting and Principles by PBP

19. 18 SYLLABUS Module “B” Group - 4 4.2CORPORATE TAX MANAGEMENT Direct TaxDirect Tax Basic Framework of Direct Tax Law, Detailed study of Income Tax, Employee Remuneration, Tax Management, Corporate Taxation, Tax Planning, Tax Consideration with regard to Specific Management Decision, Taxation of Non- Residents, and Double Taxation avoidance agreement.Basic Framework of Direct Tax Law, Detailed study of Income Tax, Employee Remuneration, Tax Management, Corporate Taxation, Tax Planning, Tax Consideration with regard to Specific Management Decision, Taxation of Non- Residents, and Double Taxation avoidance agreement. Indirect TaxesIndirect Taxes Framework of Indirect Tax Laws, Sales Tax act, Customs Act, Federal Excise Act.Framework of Indirect Tax Laws, Sales Tax act, Customs Act, Federal Excise Act. Books Recommended - Complete Income Tax law by Shaikh Asif Salam - Bear Acts

20. 19 SYLLABUS Module “C” Group - 5 5.1COMPANY LAW AND ALLIED RULES Development of Company Law, Nature & Classification of a Company, Formation of a Company, Floatation, Share Capital & Shares, Borrowings & Creation of Charge, Directors & Chief Executive, Functions of the Board, Committees of Directors & Management, Auditors, Shareholders Democracy, Insider Trading, Compulsory & Voluntary Winding-up, Various Rules under the Companies Ordinance, 1984.Development of Company Law, Nature & Classification of a Company, Formation of a Company, Floatation, Share Capital & Shares, Borrowings & Creation of Charge, Directors & Chief Executive, Functions of the Board, Committees of Directors & Management, Auditors, Shareholders Democracy, Insider Trading, Compulsory & Voluntary Winding-up, Various Rules under the Companies Ordinance, 1984. Book Recommended - Companies Ordinance 1984

21. 20 SYLLABUS Module “C” Group - 5 5.2MEETING LAW AND PROCEDURE Principles of MeetingPrinciples of Meeting General Principles of Law & Practice of Meetings, General Conduct & Management of Meetings, and Law of Defamation relating to Meetings & Meetings under Common Law.General Principles of Law & Practice of Meetings, General Conduct & Management of Meetings, and Law of Defamation relating to Meetings & Meetings under Common Law. Company MeetingsCompany Meetings Company Meetings, Convening & conduct of Company Meetings, Meetings of Directors, and Conduct & Management of Directors’ Meetings.Company Meetings, Convening & conduct of Company Meetings, Meetings of Directors, and Conduct & Management of Directors’ Meetings. Book Recommended - The Administration of Company Meetings by G. Nizamuddin

22. 21 SYLLABUS Module “C” Group - 6 6.1SECRETARIAL PRACTICE AND AUDIT Secretarial PracticeSecretarial Practice Company Secretary, Work of Secretarial Industry, Floatation of Shares & Securities, Concept of Membership, Registration & Transfer of Securities, Borrowing Powers & Registration of Mortgages, Charge, Directors & Chief Executives, Drafting of Resolutions & Minutes and Accounts & Audit.Company Secretary, Work of Secretarial Industry, Floatation of Shares & Securities, Concept of Membership, Registration & Transfer of Securities, Borrowing Powers & Registration of Mortgages, Charge, Directors & Chief Executives, Drafting of Resolutions & Minutes and Accounts & Audit. Secretarial AuditSecretarial Audit Company Secretary in Practice, Need & Scope of Secretarial Audit, Share Transfer Audit, and Certification of Documents & Reports.Company Secretary in Practice, Need & Scope of Secretarial Audit, Share Transfer Audit, and Certification of Documents & Reports. Book Recommended - Secretarial Practice by D.P. Jan - Bare Acts of Pakistan

23. 22 SYLLABUS Module “C” Group - 6 6.2CORPORATE LAW AND PRACTICE Corporate LawsCorporate Laws Monopolies & Restrictive Trade Practices, Modaraba Companies & Modarabas, Foreign Exchange Regulations, Securities & Exchange Ordinance & Rules, Securities & Exchange Commission of Pakistan Act, Laws relating to Intangibles, Intellectual Property Rights, Laws relating to Stamps & Registration, Assets Management Companies Rules, Investment Companies & Investment Advisors Rules.Monopolies & Restrictive Trade Practices, Modaraba Companies & Modarabas, Foreign Exchange Regulations, Securities & Exchange Ordinance & Rules, Securities & Exchange Commission of Pakistan Act, Laws relating to Intangibles, Intellectual Property Rights, Laws relating to Stamps & Registration, Assets Management Companies Rules, Investment Companies & Investment Advisors Rules. Drafting and ConveyancingDrafting and Conveyancing General Principles of Conveyancing, of Mortgages & Charge, Deed of Assignment, License & Lease, Partnership Deed, Power of attorney, and Instruments & Bonds.General Principles of Conveyancing, of Mortgages & Charge, Deed of Assignment, License & Lease, Partnership Deed, Power of attorney, and Instruments & Bonds. Book Recommended - Practical Approach to Companies Ordinance Nazeer A. Shaheen

24. 23 EXEMPTIONS AVAILABLE TO I.C.S.P. MEMBERS FROM INTERNATIONAL & NATIONAL PROFESSIONAL BODIES Qualification of I.C.S.P. has been recognized by the following International Professional Bodies by granting Exemptions in different papers to the members of the Institute. –The Chartered Institute of Management Accountants, U.K. (CIMA). –The Chartered Association of Certified Accountants, U.K. (ACCA). –Certified Institute of Internal Auditors, USA (CIIA). –Institute of Financial Consultants, Canada (IFC). –Association of International Accountants, U.K. (AIA). –The Institute of Cost & Management Accountants of Pakistan, (ICMAP) –The Pakistan Institute of Public Finance Accountants, (PIFA). –The Institute of Bankers of Pakistan.

25. 24 Statistics of Institute Membership Statistical Information of Membership (Cumulative) YEARS20082007200620052004 Fellows304292278257224 Associates478475472480499 Licentiates5347413735 Total835814791774758

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27. 26 FINANCIAL HIGHLIGHTS As on June 30, 2008 Non-Current AssetsRs.13,244,220Non-Current AssetsRs.13,244,220 Current AssetsRs. 136,691Current AssetsRs. 136,691 Current LiabilitiesRs. 2,946,536Current LiabilitiesRs. 2,946,536 For the Year Ended June 30, 2008 For the Year Ended June 30, 2008 Revenue GeneratedRs.2,815,385Revenue GeneratedRs.2,815,385 ExpenditureRs.1,854,426ExpenditureRs.1,854,426 Excess of Revenue over Expenditure Rs. 960,959Excess of Revenue over Expenditure Rs. 960,959

28. 27 I.C.S.P. Land & Building Registered Office Leasehold Land represents a plot measuring approximately 1,098 square yards situated at Block No. 1, KDA Scheme No. 5, Clifton, Karachi and the Building thereon represents Ground Plus One Floor having a total covered area of 9,120 square feet. City Campus The Institutes’ property comprising of commercial complex on 1 st, 2 nd and 3 rd floors, each measuring 963 square feet, constructed on commercial Plot no. 683-C, Allama Iqbal Road, Block 2, PECHS, Karachi. The Institutes’ property comprising of commercial complex on 1 st, 2 nd and 3 rd floors, each measuring 963 square feet, constructed on commercial Plot no. 683-C, Allama Iqbal Road, Block 2, PECHS, Karachi.

29. 28 I.C.S.P. Examination Examinations are usually held in the Third Week of January & July, each Year. Examinations are held at the following cities. –Karachi. –Lahore. –Islamabad.

30. 29 Pakistan Institute of Corporate Governance We are also one of the Founder Members of Pakistan Institute of Corporate Governance, founded by Securities & Exchange Commission of Pakistan.

31. 30 International Federation of Company Secretaries (I.F.C.S.) Globalization of services redefining the nature and scope of professional services of Company Secretaries and in order to meet and adopt a step has been taken in shape of formation of an International Federation of Company Secretaries. Founder Members are: –Institute of Corporate Secretaries of Pakistan (ICSP). –Institute of Company Secretaries of India (ICSI). –Institute of Chartered Secretaries & Managers of Bangladesh (ICSMB). –Institute of Certified Public Secretaries of Kenya (ICPSK).

32. 31 OBJECTIVES OF THE FEDERATION: Coordinate & Guide efforts to evolve Educational, Technical & Ethical guidelines.Coordinate & Guide efforts to evolve Educational, Technical & Ethical guidelines. Securing International Recognition of qualifications of Company Secretaries’ bodies.Securing International Recognition of qualifications of Company Secretaries’ bodies. Provide opportunities for Consultation and Interaction among Company Secretaries and hold Conferences to enable members of the profession to exchange views and ideas and keep themselves updated in the area of Company Secretarial Practices and Professional Administration.Provide opportunities for Consultation and Interaction among Company Secretaries and hold Conferences to enable members of the profession to exchange views and ideas and keep themselves updated in the area of Company Secretarial Practices and Professional Administration.

33. 32 Assist the development of national institutions of company secretaries, facilitate research, mutual exchange of information, publication, papers and material of professional interest including information on laws and evaluation of existing laws, regulations and codes pertaining to the profession.Assist the development of national institutions of company secretaries, facilitate research, mutual exchange of information, publication, papers and material of professional interest including information on laws and evaluation of existing laws, regulations and codes pertaining to the profession. Exchange programs of students, members and officials of the respective institutes and faculty in order to widen the learning opportunities.Exchange programs of students, members and officials of the respective institutes and faculty in order to widen the learning opportunities. Represent the profession of Company Secretaries at International and Multilateral Forums.Represent the profession of Company Secretaries at International and Multilateral Forums.

34. 33 The Following areas are under priority consideration and work is in process under the umbrella of the Federation. –Matter will be take up with their Countries Government to raise the issue of the Separate Head for the Company Secretaries Services under the Services Sectoral Classification in WTO Forum. –Reciprocal Exemptions among I.F.C.S. member countries. –Formation of International Secretarial Standards for Companies Secretaries. –E – Governance. –Comparative Analysis of Companies Acts/Ordinances of the member Countries.