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

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

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

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

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

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

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

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

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

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

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

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

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

AUDIT AND INSPECTION contd.. Signature and date on Auditor’s report Auditor’s liabilities a) Civil Liabilities i.Negligence ii.Misfeasance b) Criminal Liabilities

DIVIDEND Definition Provisions under companies ordinance Declaration Payment

MODARBA Modaraba Companies Meaning Legal Status Registration of Modaraba Companies Modaraba Definition Types of Modarba

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

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.