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OVERVIEW

OVERVIEW. 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.

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OVERVIEW

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  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 .

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