SHARES: TRANSFER

Transfer: The making over to another the document(shares in public

companies) by one to another. An act of a member.
Transmission: By devolution of law e.g. by death, bankruptcy etc.
PROCEDURE:
• Apply: Transferor or transferee to the Company
• Checking and Verification: By the Company
• Notice: Maybe issued by Company
• Processed
• Approval: BOD or Committee of BOD
• Register of Members: Entry and Delivery
Normally transfer of shares is not refused by Company
(defective/invalid)
 MANAGEMENT
• Articles of Association: Rules and Regulations drawn up for
the conduct of a Company.
• DIRECTORS
1. First Directors determined in writing by majority of
subscribers of the memorandum
2. Hold office till first AGM
3. One who directs a business
4. Persons of the select body of shareholders of a Company
5. Delegated duty to manage affairs of the Company
6. Trustees of Company’s assets
7. Not trustees of individual shareholders
8. Enters into contract on behalf of Company
 DIRECTORS----Contd.
9. Number of Directors:
• SMC: At least one
• Private: Not less than two
• Unlisted Public: Not less than three
• Listed Public: Not less than seven

DIRECTORS’ REPORT.
Attach with every Balance Sheet:
1. State of Company’s affairs
2. Recommendation for dividend
3. Re-appropriation of profits
4. Disclose material changes
5. Explanation on any adverse remarks of auditors.
 MANANGEMENT: Contd.
CHIEF EXECUTIVE
• An individual entrusted with powers to manage to affairs of
the Company
• Subject to control and direction of directors
• Includes a director or any other person
• First appointment within 15 days of commencing business
by Directors. Hold office till first AGM
• Subsequent by the BOD within 14 days of vacancy
• Till successor appointed continues to work
• ‘Conflict of Interest’; directly or indirectly engage in any
business which directly competes with the business of the
Company.
 DIRECTORS----Contd.
9. Number of Directors:
• SMC: At least one
• Private: Not less than two
• Unlisted Public: Not less than three
• Listed Public: Not less than seven

DIRECTORS’ REPORT.
Attach with every Balance Sheet:
1. State of Company’s affairs
2. Recommendation for dividend
3. Re-appropriation of profits
4. Disclose material changes
5. Explanation on any adverse remarks of auditors.
 MANAGEMENT: Contd.
SECRETARY:
• An officer of the Company
• Responsible for the compliance by the
Company of its statutory duties
• Listed company shall have whole time
Secretary
• Prescribed qualifications under the Law
 MANAGEMENT: Contd.
AUDITORS:
• To carry out ‘audit’ an examination of
accounts which may be detailed or
administrative.
• Comply with directions
• Appointed at each AGM
• Hold office till conclusion of next AGM
• Removal through Special Resolution.
 COMPANY MEETINGS
STATUTORY MEETING
• Limited Company (share capital and guarantee) not less than three
months or more than 6 months of entitled to commence business
hold general meeting
• Held once in a lifetime
• Purpose to put before shareholders all important facts –shares
taken up, monies received, contracts entered, preliminary expenses
• Furnish particulars for shareholders to discuss
• Management, method and prospects

• STATUTORY REPORT: Report submitted by the directors 21 days

before the Statutory Meeting to every member
 MEETINGS: Contd.
ANNUAL GENERAL MEETING:
• First meeting within eighteen months of its
incorporation
• Subsequent once at least in one year, within four
months close of financial year
• At it consider accounts ,B.S. Profit and Loss
Account, Auditors and Directors Reports.
• Declaration of dividend
• Appointment /remuneration of auditors
• Election/appointment of directors.
 MEETINGS: Contd.
EXTRA ORDINARY GENERAL MEETING
• All general meetings other than Statutory or AGM
• Conduct special business
• Called in three ways:
1. Directors on their own initiative
2. By the directors on requisition by shareholders
3. By those requisitioning it

MEETING OF BOARD OF DIRECTORS:

• Quorum
• Minimum number of meetings
 RESOLUTIONS
Any proposal at a Company Meeting and put to
the vote
• Ordinary: decided by a bare majority
• Extraordinary or Special: requires a majority of
three-fourths to carry it
• Resolution by Circulation: Urgent, cannot wait
for next BOD
 AUDIT AND ACCOUNTS
It is mandatory for every company to maintain proper books
of account. Maintained for:
1. Cash receipts and payments i.e. Cash Book
2. Revenue and expenditures
3. Assets
4. Liabilities
5. Cost accounting records
• Books to be kept at Company’s registered office
• Can be inspected by Directors during business hours in
office
• If members wish to inspect then the place, time,
conditions etc. are determined by directors
 AUDIT and ACCOUNTS---Contd.
• Company auditors has right of access to books of
accounts
• Auditors duty to make a report to the members of the
company on the books of account
• Registrar of Companies can inspect books for reasons
recorded in writing
• Authenticated: B.S. P/L Ac approved by Directors

INTERNAL AUDIT:
• Listed Company to have internal audit function
• Audit Committee of the BOD
 WINDING UP
• Artificial Person. ‘Born’ has to ‘die’
• Winding up is the closing up of a company’s
concern, which may be by reason of insolvency,
or otherwise
• Winding up is a proceeding by means of which
the dissolution of a company is brought about
and its assets realised and applied in payment of
its debts, and after satisfaction of the debts, the
balance, if any, remaining is paid back to the
members in proportion to the contribution made
by them to the capital of the company
 WINDING UP----Contd.
• Modes of winding up:
1. Compulsory winding up by the Court e.g. special
resolution by the Company, defaults (statutory reports
etc.), unable to pay debts, violation of Company’s
Ordinance, Memorandum of Association etc.
2. Voluntary winding up by:
a) Members
b) Creditors
3. Voluntary winding up under the supervision of the
court
 WINDING UP---Contd.
• BANKRUPTCY: In it the whole estate, both legal and
equitable, is taken out of the bankrupt and is vested in
the trustee
• WINDING UP : The estate, legal or equitable, still
remains in the company until its dissolution
• DISSOLUTION: Puts an end to the existence of a
company i.e. completely wound up or court feels that
official liquidator cannot proceed with the winding up
• LIQUIDATION: Process of distributing a bankrupt’s
estate i.e. realising the assets and paying the money
over to the creditors.