Transcript KTBA professional Development Program Guest Speaker

* The matter related to incorporation and
LEGAL
PERSPECTIVE
CONCERNING
INCORPORATION
PROMOTERS &
WINDING UP
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
MANAGEMENT
PERSPECTIVE
CONCERNING
Directors Meeting
& Governance
Guest Speaker Session
* 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
BANKING
PERSPECTIVE
CONCERNING
MORTGAGES &
CHARGES,
LOAN CAPITALS
* 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
FINANCIAL
PERSPECTIVE
CONCERNING
CAPITAL RAISING &
MAINTENANCE
Guest Speaker Session
* 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
* The issues related to investigation,
BAIL – OUT
PERSPECTIVE
CONCERNING
inspection and appointment of
administrator thereof.
* The scenarios for mergers, arrangements
and reconstruction of companies.
* The procedure and application of
WHEN THING GO
WRONG
Guest Speaker Session
BY JUDGE OF HIGH COURT
rehabilitation schemes for the sick unit
and its impact on the economy.
* THE WHOLE DISCUSSION WILL BE CASE
STUDY BASED
CORPORATE SECTOR:
COMPONENTS.
LAWS.
REGULATORS.
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Statutory Companies.
Registered Companies.
Foreign Companies.
Specialized Companies.
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Companies Ordinance, 1984.
Banking Ordinance, 1962.
Insurance Ordinance, 2000.
Modaraba Ordinance, 1980.
Securities & Exchange Ordinance, 1969.
CDC Act, 1997.
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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:
Provincial:
Commercial:
Regulator:
SECP.
PEMRA.
HEC.
SBP.
National Bank of Pakistan.
Bank of Punjab.
Pakistan Steel Mills Corp.
Pakistan International ----- Specimen attached.
Airlines Corporation.
Pakistan National Shipping Corporation.
2) REGISTERED COMPANIES:
S. 2(7) of Companies Ordinance, 1984
S. 15
Company 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. 42
Associations 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, 1984.
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
and Prudential Regulation
own Schedule
for F.S.
* Micro Finance Banks.
Banking Ordinance, 1962 SBP
and Prudential Regulation
own Schedule
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
SECP
for F.S.
& Modarabas.
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 OF
special Business U/S 160(1) (a) – specimen.
Proxy U/S 161 – specimen.
Quorum U/S 160(2).
CONDUCTING OF
Chairman 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
S.137
S.290
Complain to Court
Investigation
Arrangement
S.265
S.284
S.295
S.305
Management by Administrator
Winding Up
Q & A TIME
THANKS