OVERVIEW

1. OVERVIEW

2. TRANSFER AND TRANSMISSION OF SHARES • Transfer and Transmission explained • Provisions regarding transfer or shares • Refusal to transfer • Appeal against refusal for registration of transfer • Transfer of shares to successor-in-interest • Difference between transfer and transmission

3. BORROWING POWERS OF COMPANY • Modes of borrowing • Short term • Long term • Implied statutory powers and restrictions on borrowing • Ultra-Vires borrowing • Borrowing ultra-vires the Company • Borrowing ultra-vires the Directors

4. DEBENTURES • Definition • Kinds of Debentures • Provisions regarding debentures • Trust, trust Deed and Trustees • Power/Rights of trustee • Issue of Securities and Redeemable capital not based on interest

5. DIRECTORS • Who is director? • How they are elected? • Minimum Number of Directors • Only Natural Persons to be directors • First directors and their term • Retirement of Directors • Election of Directors • Declaration by candidate for Director • Fresh election of directors on request of substantial acquirer

6. DIRECTORS contd.. • Circumstances in which election of directors may be declared Invalid • Term and casual vacancy • Removal of Director • Creditors may nominate the directors • Consent to act as director to be filed with registrar

7. DIRECTORS contd.. • Ineligibility to become director of a company • Vacation of office by directors of a company • Restriction on assignment of office by directors • Quorum of meeting of the directors • Attendance of directors in board meeting

8. DIRECTORS contd.. • Liability of directors • Disclosure of interest by directors and other officers • Interested directors not to participate or vote • Directors lacking fiduciary behavior

9. CHIEF EXECUTIVE • Who is chief executive • Appointment of chief executive • Appointment of first and subsequent chief executive • Term of office of chief executive

10. SHAREHOLDERS & MEMBERS • Member (Definition) • How to become a member • Number of members • Rights and liabilities of members • A person may cease to become a member

11. MEETINGS AND PROCEEDINGS • Statutory meeting • Annual General Meeting (AGM) • Extraordinary General Meeting (EGM)

12. RESOLUTIONS, POLITICAL CONTRIBUTIONS & DISTRIBUTION OF GIFTS • Resolution (definition) • Kinds of resolution • Ordinary • Special • Class resolution • Resolution passed at adjourned meeting • Notice for resolution • Filing up special resolution • Political contribution and distribution of gifts

13. STATUTORY BOOKS • Register of mortgages and charges • By registrar • By company • Register of members and debenture-holders • Annual list of members • Minutes of proceedings of General meetings and Directors • Register of directors and other officers

14. AUDIT AND INSPECTION • Audit and Auditor (Definition) • Appointment of • First Auditor, Subsequent Auditor, On Casual Vacancy, Commission powers to appoint Auditor • Remuneration of Auditors • Procedure for change of subsequent auditors • Removal of Auditors • Qualification and disqualification of auditors • Powers/Rights of Auditors • Duties of Auditor

15. AUDIT AND INSPECTION contd.. • Signature and date on Auditor’s report • Auditor’s liabilities • Civil Liabilities • Negligence • Misfeasance • Criminal Liabilities

16. DIVIDEND • Definition • Provisions under companies ordinance • Declaration • Payment

17. MODARBA • Modaraba Companies • Meaning • Legal Status • Registration of Modaraba Companies • Modaraba • Definition • Types of Modarba

18. SMC SINGLE MEMBER COMPANY • Single member company • Change in the status of SMC • Meetings of Directors and Members • Company Secretary • Transfer of Management to Nominee Director

19. WINDING UP OF A COMPANY • Winding up (Definition) • Liquidation • Liquidator • Consequences of winding up • As regards the company itself: • As regards the shareholders • Modes of winding up • by the Court; or • voluntary; or • subject to the supervision of the Court. • Thank you .