CFAP – 2

CERTIFIED FINANCE AND ACCOUNTING PROFESSIONAL

CORPORATE LAWS

Objective
To develop in-depth knowledge, understanding and application skills of corporate laws most relevant in local
corporate environment in general and required for secretarial practices, in particular.

Learning Outcome
On the successful completion of this paper candidates will be able to:
1 identify, evaluate and analyze different situations arising in performing the professional duties
with reference to applicable corporate laws
2 perform secretarial practices
3 demonstrate working knowledge of meaning, formation and working of non-banking financial
institutes
4 demonstrate awareness of legal provisions in respect of compromise, arrangements, amalgamation
and reconstruction of companies, winding up of limited and unregistered companies
5 demonstrate awareness of laws, rules and regulations related to banking companies, insurance
companies, securities, issue of capital, listing, modarba, competition, anti-money laundering and
foreign exchange
6 recognize ethical and professional issues and act appropriately.

*Grid Weightage
Companies Act, 2017 (Section 1 to 275) and relevant rules 30-40
Mediation, Arbitration, Arrangement ,Reconstruction, Management, Winding up and 15-25
other related matters under Companies Act, 2017and Non-Banking Finance Companies
Other laws and regulations, governance, ethics and professionalism 40-50
Total 100

Syllabus Proficiency
Contents
Ref Level
A Companies Act, 2017 (Section 1 to 275) and relevant rules
1 Companies Act, 2017 (Section 1 to 275) 3
2 Companies (Postal Ballot) Regulations, 2018 2
3 First, Second and Third Schedules of the Companies Act, 2017 3
4 Listed Companies (Buy- Back of Shares) Regulations, 2019 3

5 Employees Contributory Fund (Investment in Listed Securities) 3

Regulations 2018
6 Companies (Investment in Associated Companies or Associated 3
Undertakings) Regulations, 2017
7 Companies (Further Issue of Shares), Regulation 2018 3

Note: *Grid has been revised in 310th meeting of the Council held on February 15, 2019.

4 CFAP Syllabus Summer 2020

 Syllabus Proficiency
Contents
Ref Level
B Mediation, Arbitration, Arrangement, Reconstruction, Management,
Winding up and other related matters under Companies Act, 2017 and
Non-Banking Finance Companies
a Non-Banking Finance Companies
1 Companies Ordinance , 1984 (Section 282A to 282M) 3
2 NBFC (Establishment and Regulation) Rules 2003- Rules 1 to 7 3
3 The Non-banking Finance Companies and Notified Entities Regulations, 3
2008 (Regulation 2, 3, 9, 10, 15B, 16-18, and 25)

b Mediation, Arbitration, Arrangement and Reconstruction

1 Companies Act, 2017 (Section 276 to 292) 3

c Winding up and other matters

1 Companies Act, 2017 (293-302, 304-306,315-321,323,325, 329, 334-337, 2
338 , 339-341, 342, 344-351, 353,354, 356-392, 406-407, 416-419, 424,
426-429, 432-447, 451-453, 464,466-468,471-473)
C Other laws and regulations, governance , ethics and professionalism
a Other laws and regulations
1 Securities Act 2015 (Section 2, 63-65, and 87-131) and Relevant Rules 2
and Regulations made thereunder

2 Rules and Regulations related to prospectus and statement in lieu of 2

prospectus

3 Pakistan Stock Exchange Rule Book (Chapter 5) 2

4 Public Offering Regulations 2017 2
 Chapter I [excluding 2 (i), (iii), (xvi), (xvii), (xxii), (xxiv), (xxv), (xxvii),
(xxix), (xxx), (xliii), (xliv), (xlvi), (xlvii), (xlviii), (liii), (liv), (lv), (lvi), (lvii)]
 Chapter II
 Chapter III
 Chapter IV
 Chapter V
 First Schedule

5 Listed Companies (Prohibition of Insider Trading) Guidelines 2

6 Central Depository Act, 1997 (Section 1-19) 2
7 Foreign Exchange Regulations Act, 1947 (Section 1-9 and 12) and Foreign 2
Exchange Manual of State Bank of Pakistan (Chapter XIX and XX)
8 Listed Companies (Substantial Acquisition of voting shares and 2
Takeovers) Regulations, 2017
9 Modaraba Companies and Modaraba (Floatation and Control) 2
Ordinance, 1980 (section 2, 4 to 23, 33, 37, 41 and 42 ) and Related
Modarba Rules, 1981

5 CFAP Syllabus Summer 2020

 Syllabus Proficiency
Contents
Ref Level
10 Competition Act, 2010 (Chapter I and II) 2
11 Insurance Ordinance, 2000 (Part I, II, III, IV, V and VI) 2
12 The Banking Companies Ordinance, 1962 (Part I, II, II-A & III) 2
13 Prudential Regulations for Corporate /Commercial Banking of SBP (PART 2
– A Definitions, Regulations R-1-R-10)
14 Anti-money Laundering Act, 2010, Anti-money Laundering Regulations, 2
2015 (Regulations 4, 5, 7 and Appendix I and II)

b Governance, ethics and professionalism

1 Ethics as organizational culture (Merit, fairness, benevolence, 3
confidentiality)

2 Fiduciary duty of directors and corporate executives 3

3 Listed Companies (Code of Corporate Governance) Regulations, 2019 3
and Public Sector Companies (Corporate Governance) Rules, 2013

4 Dealing with conflict of interest situations and whistle blowing policy 3

6 CFAP Syllabus Summer 2020

 CFAP EXAMINATION GUIDANCE SPECIFIC
SUMMER 2020 ATTEMPT

January 15, 2020

S. Reference Description Applicability

No.
1 CFAP-1 Advanced Accounting and Financial Reporting
1.1 Exam Pattern There will be 4-5 questions in the paper having ---
weightage of 15 – 25 marks each.
Further, there will be 1 question relating to
specialized financial statement / IPSAS etc. for 10-20
marks
2 CFAP-2 Corporate Laws
2.1 Open Book Policy From Summer 2020 attempt onwards: ---
Guidance  examinees shall be allowed to bring duly bound
original books of Bare Acts, Rules and Regulations
published by any publisher;
 any book containing commentary on Acts, Rules
and Regulations shall not be permitted;

Bound volume of Bare Acts, Rules and Regulations

printed from website do not qualify as original
published books, hence shall not be permissible under
the open book policy.
Further, there is no limit on the number of books to
be brought under the policy.

Please also note that model paper of Corporate Laws

is available on the following link:
https://www.icap.org.pk/files/per/students/edu-
training/cfap/CFAP-2CorporateLawsModelPaper.pdf
2.2 Open Book Exams  Answer should be based on the laws covered ---
Guidance under the syllabus of Corporate Laws.

 Examinee should write the required details of

the relevant section/rule wherever necessary.
Only mentioning the section/rule number will
not suffice.
2.3 S.R.O. 1233 (I)/2019 Amendments
16th October, 2019 The Non-banking Finance Companies and Notified Examinable
Entities Regulations, 2008
(Regulation 10 A, 15 B and 17)
2.4 S.R.O. 1163 (I)/2019 Listed Companies (Code of Corporate Governance)
25th September, Regulations, 2019 Examinable
2019
 CFAP EXAMINATION GUIDANCE SPECIFIC
SUMMER 2020 ATTEMPT

January 15, 2020

2.5 S.R.O. 856 (I)/2019 Amendments Examinable
25th July, 2019 Employees Contributory Funds (Investment in Listed
Securities) Regulations, 2018
2.6 S.R.O. 857 (I)/2019 Amendments Examinable
25th July, 2019 Listed Companies (Buy-Back of Shares) Regulations,
2019
2.7 S.R.O. 715 (I)/2019 Amendments Examinable
01st July, 2019 Public Sector Companies (Corporate Governance)
Rules, 2013
3 CFAP-5 Advanced Taxation

3.1 Open Book Policy From Summer 2019 attempt onwards, ---
Guidance examinees can bring Bare Act, Rules and SROs
published by any publisher. However, any book
containing commentary on Acts and Rules is not
permitted.
Bound volume of Bare Acts, Rules and SROs
printed from website do not qualify as original
published books, hence are not permissible
under the open book policy.
Further, there is no limit to the number of books
that can be brought under the policy.

S. No. Standards Description Applicability

4 CFAP 6 Audit, Assurance and Related Services

4.1 Code of ethics for Is the revised code No. The revised code 2019 will
chartered accountants applicable for not be applicable in the
(Revised - 2019) examination? examinations.