* The matter related to incorporation and commencement of business certificates and roles of promoters thereof. * The importance of legal documents like MOA & AOA and the rationales in the formalities involved in alteration. * The grounds of winding up, procedure and role of liquidator involved. * THE WHOLE DISCUSSION WILL BE CASE STUDY BASED LEGAL PERSPECTIVE CONCERNING INCORPORATION PROMOTERS & WINDING UP LEGAL PERSPECTIVE CONCERNING INCORPORATION PROMOTERS & WINDING UP

* The matters related to directors appointment, their compensation, duties and responsibilities. * The matters related to meeting and businesses to be conducted thereof. * The compliance and disclosure requirements * THE WHOLE DISCUSSION WILL BE BASED ON CODE OF CORPORATE GOVERNANCE MANAGEMENT PERSPECTIVE CONCERNING Directors Meeting & Governance Guest Speaker Session MANAGEMENT PERSPECTIVE CONCERNING Directors Meeting & Governance Guest Speaker Session

* The issue of registration of different kinds of mortgages and charges * The matter related to conversion of defaulted loans in to share capital * THE WHOLE DISCUSSION WILL BE FINANCIAL SECTOR BASED BANKING PERSPECTIVE CONCERNING MORTGAGES & CHARGES, LOAN CAPITALS BANKING PERSPECTIVE CONCERNING MORTGAGES & CHARGES, LOAN CAPITALS

* The issues related to raising of initial capital (IPO) * The issues related to further capital (Right issues) * The issue related to maintenance of capital which involve (redemption, Buy Backing & Reduction of Capital) * THE WHOLE DISCUSSION WILL BE CAPITAL MARKET BASED FINANCIAL PERSPECTIVE CONCERNING CAPITAL RAISING & MAINTENANCE Guest Speaker Session FINANCIAL PERSPECTIVE CONCERNING CAPITAL RAISING & MAINTENANCE Guest Speaker Session

* The issues related to investigation, inspection and appointment of administrator thereof. * The scenarios for mergers, arrangements and reconstruction of companies. * The procedure and application of rehabilitation schemes for the sick unit and its impact on the economy. * THE WHOLE DISCUSSION WILL BE CASE STUDY BASED BAIL – OUT PERSPECTIVE CONCERNING WHEN THING GO WRONG Guest Speaker Session BY JUDGE OF HIGH COURT BAIL – OUT PERSPECTIVE CONCERNING WHEN THING GO WRONG Guest Speaker Session BY JUDGE OF HIGH COURT

CORPORATE SECTOR: COMPONENTS. LAWS. REGULATORS. Statutory Companies. Registered Companies. Foreign Companies. Specialized Companies. Companies Ordinance, Banking Ordinance, Insurance Ordinance, Modaraba Ordinance, Securities & Exchange Ordinance, CDC Act, SECP. SBP. Registrar Modaraba.

1) STATUTORY COMPANIES: * A Corporation/Company based on its own statute. * Which can be Federal or Provincial. * Which can be Commercial or Regulator. * Examples. Federal:National Bank of Pakistan. Provincial:Bank of Punjab. Commercial:Pakistan Steel Mills Corp. Pakistan International Specimen attached. Airlines Corporation. Pakistan National Shipping Corporation. Regulator:SECP. PEMRA. HEC. SBP.

2) REGISTERED COMPANIES: S. 2(7) of Companies Ordinance, 1984 S. 15Company Limited by Shares. Company Limited by Guarantee. Unlimited Company. Part VIII A NBFC 1) Investment Banks. 2) Leasing Companies. 3) Housing Finance Services. 4) Venture Capital Investment. 5) Discounting Services. 6) Investment Advisory Services. 7) Asset Management Services. S. 42Associations not for Profits.

COMPANY LTD. BY SHARES: SMC (S. 15) Pvt. Ltd. Co. Other Pvt. Ltd. Co. Listed Co. PLC Unlisted Co.

3) FOREIGN COMPANIES: * Does not includes all MNCs. * Those Foreign Companies, which maintain their original. COI. MOA & AOA. List of BOD. * Those who get registration under Section 450 – 460 of Companies Ordinance, Examples:Banks:CITI Bank. Dutche Bank. Airlines:Malysian Airline. British Airway.

4) SPECIALIZED COMPANIES: P.L. P.R. Schedule * Banking companies.Banking Ordinance, 1962 SBP own Schedule and Prudential Regulation for F.S. * Micro Finance Banks.Banking Ordinance, 1962 SBP own Schedule and Prudential Regulation for F.S. * Insurance companies.Insurance Ordinance, 2000 Com.Sp.Co. own Schedule SECP for F.S. * Modaraba companies.Modaraba Ordinance, 1980 Com.Sp.Co. own Schedule & Modarabas. SECP for F.S.

PREAMBLE “WHEREAS it is expedient to consolidate and amend the law relating to companies and certain other associations for the purpose of healthy growth of the corporate enterprises, protection of investors and creditors, promotion of investment and development of economy and matters arising out of or connected therewith;”

OBJECTIVES 1. Healthy growth of the corporate enterprises. 2. Protection of investors and creditors. 3. Promotion of investment, and 4. Development of economy.

COMPANY MEETINGS: Meetings of the Shareholders/Members. Members Meeting Class of Members Meeting Statutory Meeting U/S 157 annual General Meeting (AGM) U/S 158 Extra Ordinary General Meeting (EGM) U/S 159

Meetings of the BOD. Meetings of the Creditors. Full BOD Meetings. BOD Committee Meetings. Section 284:Compromises with Creditors. Section 290:Prevention of oppression and Mismanagement. Section 295:Management by Administrator. Section 373:Meeting of Creditors. (In case of Creditors W.U) Power of Commission to call Meeting U/S 170

MEETING’S RELATED MATTERS: Notice U/S 50 / 160(1) (a) – specimen. CALLING OFspecial Business U/S 160(1) (a) – specimen. Proxy U/S 161 – specimen. Quorum U/S 160(2). CONDUCTING OFChairman U/S 160(3). Ordinary. Resolution. Special – Specimen attached. Vote – * By SOH U/S 165. * By Poll U/S 167, 168 CONDUCTING OF Minutes – U/S 173 Specimen attached.

WHEN THINGS ARE GOING WRONG. Receiver & Manager InvestigationArrangement S.137 S.265 S.284 S.290 S.295 S.305 Complain to CourtManagement by Administrator Winding Up

Q & A TIME

THANKS