COMPARATIVE TABLE OF CONTENTS-AHMAD ASHRAF

COMPARATIVE TABLE OF CONTENTS

COMPANIES ORDINANCE 2016

WITH

COMPANIES ORDINANCE 1984

Edited by:

S. Ahmad Ashraf

(Advocate)

BA LLB DTL MBA ACIS FCMA

SaadRasool/Ashraf/comparative/companies/ordinance 1

COMPARATIVE TABLE OF CONTENTS

Section Title of Section

COMPMANIES ORDINANCE 2016

Title of Section

COMPMANIES ORDINANCE 1984

Section REMARKS

PART I PRELIMINARY

PART I PRELIMINARY

1. Short title, extent and commencement Short title, extent and commencement

1

2 Definitions Definitions 2 Many new definition are added. Now there are 74 terms defined as compared to 36 of the old ordinance

Meaning of “subsidiary” and “holding company”

3 Defined in section 2 subsection (68)

Ordinance not to apply to certain corporations

4

3 Application of Ordinance to non-trading companies with purely provincial objects

Application of Ordinance to non-trading companies with purely provincial objects

5 New concept of Minister-in-charge has been inducted

4 Ordinance to override Ordinance to override memorandum, articles, etc.

6

PART II JURISDICTION OF COURT

PART II JURISDICTION OF COURT


5 Jurisdiction of the Court and creation of Benches

Jurisdiction of the Court 7 Enhanced power of high court introduced and bar on suits in civil court

Constitution of Companies Benches 8 Merged in section 5 of the new ordinance

6 Procedure of the Court and appeal Procedure of the Court 9 Changes and additions in the section

Appeals against Court orders 10 Merged in section 6 of the new ordinance.

PART III

POWERS AND FUNCTIONS OF THE SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN

PART III

SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN

Repealed 11

7 Powers and functions of the Commission Powers and functions of the Commission

12

8 Reference by the Federal Government or Commission to the Court

Reference by the Federal Government or Commission to the Court

13 Minister-in-charge added

PART-IV INCORPORATION OF COMPANIES AND

MATTERS INCIDENTAL THERETO

PART-IV INCORPORATION OF

COMPANIES AND MATTERS INCIDENTAL THERETO

9 Obligation to register certain associations, partnerships as companies

Obligation to register certain associations, partnerships as companies

14

PROVISIONS WITH RESPECT TO NAMES OF COMPANIES

PROVISIONS WITH RESPECT TO NAMES OF COMPANIES

10 Prohibition of certain names Prohibition of certain names 37 More elaborated section


11 Rectification of name of a company Rectification of name of a company 38 Addition of new clause

12 Change of name by a company Change of name by a company 39

13 Registration of change of name and effect thereof

Registration of change of name and effect thereof

40

14 Mode of forming a company Mode of forming a company 15 Single member company introduced.

CARRYING ON BUSINESS WITH LESS THAN THE LEGAL MINIMUM OF MEMBERS

15 Liability for carrying on business with less than three or, in the case of a private company, two members

Liability for carrying on business with less than three or, in the case of a private company, two members

47

GENERAL PROVISIONS WITH RESPECT TO REGISTRATION OF MEMORANDUM

AND ARTICLES

GENERAL PROVISIONS WITH RESPECT TO REGISTRATION OF MEMORANDUM AND ARTICLES

16 Registration of memorandum and articles Registration of memorandum and articles

30 Expanded procedure

17 Effect of memorandum and articles Effect of memorandum and articles 31 Full amount of subscription to be paid by sponsors within thirty days.

18 Effect of registration Effect of registration 32 Expanded conditions

Conclusiveness of certificates of incorporation

33

COMMENCEMENT OF BUSINESS BY A PUBLIC COMPANY

COMMENCEMENT OF BUSINESS BY A PUBLIC COMPANY

19 Commencement of business by a public company

Restrictions on commencement of business

146 Some additions.


20 Consequences of non-compliance of section 19

146(5)

146(3)

REGISTERED OFFICE AND PUBLICATION OF NAME

REGISTERED OFFICE AND PUBLICATION OF NAME ETC

21 Registered office of company Registered office of company 142 Procedure for change from one province to other specified.

22 Publication of name by a company Publication of name by a limited company

143 New conditions prescribed.

23 Company to have common seal 143(b)

24 Penalties for non-publication of name Penalties for non-publication of name

144

25 Publication of authorised as well as paid-up capital

Publication of authorised as well as paid-up capital

145

26 Business and objects of a company New section has been inserted to specify the principal line of business and in order to make the object clause simpler

MEMORANDUM AND ARTICLES OF ASSOCIATION

27 Memorandum of company limited by shares Memorandum of company limited by shares

16 Additions of principal line of business in memorandum

28 Memorandum of company limited by guarantee

Memorandum of company limited by guarantee

17 ------do----

29 Memorandum of unlimited company Memorandum of unlimited company 18 ------do-----

30 Borrowing powers to be part of memorandum 19(2)

31 Memorandum to be printed, signed and dated Printing, signatures, etc. of memorandum

19


Restriction on alteration of memorandum

20

32 Alteration of memorandum Alteration of memorandum 21 Additional procedure.

33 Powers of Commission when confirming alteration

Powers of Commission when confirming alteration

22

34 Exercise of discretion by Commission Exercise of discretion by Commission

23

Procedure on confirmation of the alteration

24 Not provided for

Effect of failure to register within ninety days

25 Not provided for

35 Effect of alteration in memorandum or articles Effect of alteration in memorandum or articles

34

ARTICLES OF ASSOCIATION ARTICLES OF ASSOCIATION

36 Registration of articles Registration of articles 26

37 Articles to be printed, signed and dated Printing, signature, etc. of articles

27

38 Alteration of articles Alteration of articles 28

39 Copies of memorandum and articles to be given to members

Copies of memorandum and articles to be given to members

35

40 Alteration of memorandum or articles to be noted in every copy

Alteration of memorandum or articles to be noted in every copy

36

FORMS AND MEMORANDUM AND ARTICLES

41 Form of memorandum and articles Form of memorandum and articles 29


ASSOCIATIONS NOT FOR PROFIT

42 Licensing of associations with charitable and not for profit objects

Power to dispense with “Limited” in the name of charitable and other companies

42 Some major changes

43 Effect of revocation of license 42(4) Subsection 4 of section 42 but enhanced restrictions

44 Penalty

COMPANIES LIMITED BY GUARANTEE

45 Provision as to companies limited by guarantee

Provision as to companies limited by guarantee

43

CONVERSION OF A COMPANY OF ANY CLASS INTO A COMPANY OF OTHER

CLASS AND RELATED MATTERS

PROVISIONS RELATING TO CONVERSION OF PUBLIC COMPANY INTO PRIVATE

COMPANY AND VICE VERS, AND OTHER MATTERS

46 Conversion of public company into private company and vice-versa

Conversion of public company into private company

44 Elaborated section inserted

Prospectus or statement in lieu of prospectus to be filed by private company on ceasing to be private company.-

45 Nor provided for in the new Ordinance

47 Conversion of status of private company into a single-member company and vice-versa

Because of the provision of single member company, this enabling provision has been inserted.


48 Conversion of status of unlimited company as limited company and vice-versa

Registration of unlimited company as limited

109 New draft of section with clarification

49 Conversion of a company limited by guarantee to a company limited by shares and vice-versa

New section inserted to cater for the guarantee limited company

50 Issue of certificate and effects of conversion Alteration of names on commencement of Ordinance and change of status of company.-

41 Section with improved wording and clarity.

51 Power of unlimited company to provide for reserve share capital on conversion of status to a limited company

Power of unlimited company to provide for reserve share capital on re-registration

110

52 Consequence of default in complying with conditions constituting a company a private company

Consequence of default in complying with conditions constituting a company a private company

46

SERVICE AND AUTHENTICATION OF DOCUMENTS

SERVICE AND AUTHENTICATION OF DOCUMENTS

53 Service of documents on a company Service of documents on a company 48 Additional enabling provision with word “commission” added.

54 Service of documents on Commission or the registrar

Service of documents on registrar 49 Changed drafting with provision of electronic means.

55 Service of notice on a member Service of notice on a member etc. 50 Electronic means added.

56 Authentication of documents and proceedings

Authentication of documents and proceedings

51

PART V PROSPECTUS, ALLOTMENT, ISSUE AND

TRANSFER OF SHARES AND OTHER SECURITIES

PART V PROSPECTUS, ALLOTMENT, ISSUE AND TRANSFER OF


SHARES AND DEBENTURES, DEPOSIT, ETC.

57 Prospectus It is important to note that other provisions of the ordinance contained in sections 52 to 66 are already deleted by Securities Act 2015

Prospectus to be dated 52 REPEALED- SECURITEIS ACT 2015

Matters to be stated and reports to be set out in prospectus.-

53 REPEALED- SECURITEIS ACT 2015

Expert to be unconnected with formation or management of company.


Expert's consent to issue of prospectus containing statement by him


Penalty and interpretation.- 56 REPEALED- SECURITEIS ACT 2015

Approval, issue and registration of prospectus.-


Terms of contract mentioned in prospectus or statement in lieu of prospectus not to be varied.-


Civil liability for mis-statements in prospectus.-


Criminal liability for mis-statements in prospectus.-



Document containing offer of shares or debentures for sale to be deemed prospectus.-


Offer of shares or debentures for sale by certain persons.-


Issue of securities outside Pakistan.--

62A REPEALED- SECURITEIS ACT 2015

Interpretation of provisions relating to prospectus.-


Newspaper advertisement of prospectus.-


Construction of references to offering shares or debentures to the public, etc..-


Penalty for fraudulently inducing persons to invest money.-


58 Classes and kinds of share capital Classes and kinds of share capital 90 Fully paid shares added.

VARIATION OF SHAREHOLDERS’ RIGHT

59 Variation of shareholders’ rights Variation of shareholders’ rights 108

SHARE CAPITAL AND NATURE, NUMBERING AND CERTIFICATE OF

SHARES

Part- VI- SHARE CAPITAL AND

DEBENTURES NATURE, NUMBERING AND CERTIFICATE OF SHARES

60 Numbering of shares Nature of shares and certificate of shares

89(2)


61 Nature of shares or other securities 89(1)

62 Shares certificate to be evidence 89(3)

SPECIAL PROVISIONS AS TO DEBENTURES

SPECIAL PROVISIONS AS TO DEBENTURES SPECIAL

PROVISIONS AS TO DEBENTURES

63 Issue of debentures Right of debenture-holder and shareholder to have copies of trust-deed.

113 A single section covering all aspects with enabling provision.

Debentures not to carry voting rights. 114

Perpetual debentures 115

Power to re-issue redeemed debentures in certain cases.

116 Not provided for in new ordinance

Specific performance of contract to subscribe for debentures.

117 Not provided for in new ordinance

64 Payment of certain debts out of assets subject to floating charge in priority to claims under the charge

Payment of certain debts out of assets subject to floating charge in priority to claims under the charge

118

65 Powers and liabilities of trustee Powers and liabilities of trustee 119

66 Issue of securities and redeemable capital not based on interest

Issue of securities and redeemable capital not based on interest

120

ALLOTMENT ALLOTMENT

67 Application for, and allotment of, shares and debentures

Application for, and allotment of, shares and debentures

67

Restriction as to allotment 68 Omitted

Statement in lieu of prospectus 69 Omitted


Effect of irregular allotment 70 Omitted

68 Repayment of money received for shares not allotted

Repayment of money received for shares not allotted

71

69 Allotment of shares and other securities to be dealt in on securities exchange

Allotment of shares and other securities to be dealt in on securities exchange

72

70 Return as to allotments Return as to allotments 73

CERTIFICATE OF SHARES AND OTHER SECURITIES

CERTIFICATE OF SHARES AND DEBENTURES

71 Limitation of time for issue of certificates Limitation of time for issue of certificates

74 Thirty days substituted for ninety days

72 Issuance of shares in book-entry form New section has been added for electronic trading via CDC.

73 Issue of duplicate certificates Limitation of time for issue of certificates

75

TRANSFER OF SHARES AND OTHER SECURITIES

TRANSFER OF SHARES AND DEBENTURES

74 Transfer of shares and other securities Transfer of shares and debentures 76 Some changes introduced.

75 Board not to refuse transfer of shares Directors not to refuse transfer of shares

77

76 Restriction on transfer of shares by the members of a private company

77(2) S.R.O 464(I)2016; made part of law.

77 Notice of refusal to transfer Notice of refusal to transfer 78

78 Transfer to successor-in-interest Transfer to successor-in-interest 79 Requirement of succession certificate introduces


79 Transfer to nominee of a deceased member Transfer to nominee of a deceased member

80 The succession to override nomination

Transfer by nominee or legal representative

81 Not provided for in the new ordinance

80 Appeal against refusal for registration of transfer

Appeal against refusal for registration of transfer

78A

COMMISSION, DISCOUNT AND PREMIUM COMMISSION, DISCOUNT,PREMIUM AND REDEEMABLE PREFERENCE SHARES

Power to pay certain commission, and prohibition of payment of other commissions, discounts, etc.-

82

81 Application of premium received on issue of shares

Application of premium received on issue of shares

83

82 Power to issue shares at a discount Power to issue shares at a discount 84 New restrictions and requirements added.

Redemption of preference shares

85 This section has been deleted. It will impact the companies who had or have preference shares or who either have re-deemed the preference shares in the past or have created a reserve to do so

FURTHER ISSUE OF CAPITAL

83 Further issue of capital Further issue of capital 86 Procedure made part of section. Some important requirements.

Issue of shares in lieu of outstanding balance of any loans etc.

87 This section has been omitted. Presumably the companies can issue share as per terms of loan and as approved by special resolution.


INVITATION OF DEPOSITS REGULATION OF DEPOSITS

84 Prohibition on acceptance of deposits from public

Deposits not to be invited without issuing an advertisement

88 Total restriction on acceptance of deposit for companies.

89 New section 66

90 New section 58

Only fully paid shares to be issued 91 Merged in section 58 of the new ordinance.

85 Power of company to alter its share capital Power of company limited by shares to alter its share capital

92

Notice to registrar of consolidation of share capital, etc.

93

Notice of increase of share capital or of members

94

86 Prohibition of purchase by company or giving of loans by it for purchase of its shares

Prohibition of purchase or grant of financial assistance by a company for purchase of its own or its holding company’s shares

95

87 Subsidiary company not to hold shares in its holding company

88 Power of a company to purchase its own shares

Power of company to purchase its own shares

95A

REDUCTION OF SHARE CAPITAL

89 Reduction of share capital Reduction of share capital 96 Now the section has been limited to two sub sections

Application to court for confirming order

97 Omitted


Addition to name of company of “and reduced”

98 Omitted

90 Objection by creditors and settlement of list of objecting creditors

Objection by creditors and settlement

of list of objecting creditors 99

91 Power to dispense with consent of creditor on security being given for his debt

Power to dispense with consent of

creditor on security being given for

his debt

100

92 Order confirming reduction Application to Court for confirming

order 101

93 Registration of order of reduction Registration of order and minute of

reduction 102

Minute to form part of memorandum 103 Omitted.

94 Liability of members in respect of reduced shares

Liability of members in respect of reduced shares

104

95 Penalty on concealment of name of creditor Penalty on concealment of name of creditor

105

96 Publication of reasons for reduction Publication of reasons for reduction 106

97 Increase and reduction of share capital in case of a company limited by guarantee having a share capital

Increase and reduction of share capital in case of a company limited by guarantee having a share capital

107

VARIATION OF SHAREHOLDER’S RIGHTS

Variation of shareholder’s rights 108 Omitted

REGISTRATION OF UNLIMITED COMPANY AS LIMITED

Shifted


UNLIMITED LIABILITY OF DIRECTORS UNLIMITED LIABILITY OF DIRECTORS

98 Limited company may have directors with unlimited liability

Limited company may have directors with unlimited liability

111

99 Special resolution of limited company making liability of directors unlimited

Special resolution of limited company making liability of directors unlimited

112

PART VI

REGISTRATION OF MORTGAGES, CHARGES, ETC.

PART VII

REGISTRATION OF MORTGAGES, CHARGES, ETC.

100 Requirement to register a mortgage or charge Certain mortgages and charges to be void if not registered.

121 Modified section

Registration of charges on properties acquired subject to charge.

122

101. Particulars in case of series of debentures entitling holders pari passu

Particulars in case of series of debentures entitling holders pari passu

123

Particulars in case of commission, etc., on debentures.-

124 Omitted.

102 Register of charges to be kept by registrar Register of mortgage and charges 125

103 Index to register of mortgages and charges Index to register of mortgages and charges

126

Certificate of registration.- 127

104 Endorsement of certificate of registration on debenture or certificate of debenture stock

Endorsement of certificate of registration on debenture or certificate of debenture stock

128


105 Duty of company and right of interested party as regards registration

Duty of company and right of interested party as regards registration

129

106 Modification in the particulars of mortgage or charge

129(3)

107 Copy of instrument creating mortgage or charge to be kept at registered office

Copy of instrument creating mortgage or charge to be kept at registered office

130

108 Rectification of register of mortgages Rectification of register of mortgages

131

109 Company to report satisfaction of charge Registration of payment or satisfaction of mortgages and charges

132

110 Power of registrar to make entries of satisfaction and release in absence of intimation from company

Power of registrar to make entries of satisfaction and release in absence of intimation from company

133

111 Punishment for contravention Penalties 134

112 Company’s register of mortgages and charges

Company’s register of mortgages 135

Right to inspect copies of instruments creating mortgages and charges and company's register of mortgages.-

136 Sub-section 2 of section 112

RECEIVERS AND MANAGERS RECEIVERS AND MANAGERS

113 Registration of appointment of receiver or manager

Registration of appointment of receiver or manager

137 With some improvement.


114 Filing of accounts of receiver or manager Filing of accounts of receiver or manager

138

115 Disqualification for appointment as receiver or manager

Disqualification for appointment as receiver or manager

139

116 Application to Court Application to Court 140

117 Power of Court to fix remuneration of receiver or manager

Power of Court to fix remuneration of receiver or manager

141

PART VII

MANAGEMENT AND ADMINISTRATION

PART VIII

MANAGEMENT AND ADMINISTRATION

REGISTERED OFFICE, PUBLICATION OF NAME ETC.

Section 142 to 146 shifted to section 19 and 21 to 25

118 Members of a company 2(21 Previously in definition.

REGISTER AND INDEX OF MEMBERS REGISTER OF MEMBERS AND

DEBENTURE HOLDERS

119 Register of members Register of members and index 147

120 Index of members 147(2)

121 Trust not to be entered on register Trust not to be entered on register 148

122 Register of debenture-holders 149

123 Index of debenture-holders Register rand index of debenture-holders

149(2)

124 Rights to inspect and require copies Inspection of registers 150 Enhanced requirements and provisions

125 Power to close register Power to close register 151


126 Power of Court to rectify register Power of Court to rectify register 152

127 Punishment for fraudulent entries in and omission from register

Punishment for fraudulent entries in and omission from register

153

128 Notice to registrar of rectification of register Notice to registrar of rectification of register

154

129 Register to be evidence Register to be evidence 155

130 Annual return Annual list of members, etc. 156

MEETINGS AND PROCEEDINGS

131 Statutory meeting of company Statutory meeting of company 157

132 Annual general meeting Annual general meeting 158 Additional requirement for notice etc.

133 Calling of extraordinary general meeting Calling of extraordinary general meeting

159

134 Provisions as to meetings and votes Provisions as to meetings and votes 160

135 Quorum of general meeting 160(2)

136 Power of the Court to declare the proceedings of a general meeting invalid

Circumstances in which proceedings of a general meeting may be declared

160 A

137 Proxies Proxies 161

138 Representation of body corporate or corporation at meetings

Representation of corporations at meetings of companies and of creditors

162

139 Representation of Federal Government at meetings of companies

Representation of Federal Government, etc., at meetings of companies

163

140 Notice of resolution Notice of resolution 164


141 Voting to be by show of hands in first instance

Voting to be by show of hands in first instance

165

142 Declaration by chairman on a show of hands Chairman’s declaration of result of voting by show of hands to be evidence

166

143 Demand for poll Demand for poll 167

144 Poll through secret ballot New section added

145 Time of taking poll Time of taking poll 168

146 Resolutions passed at adjourned meeting Resolution passed at adjourned meeting

169

147 Power of Commission to call meetings Power of Commission to call meetings

170

148 Punishment for default in complying with provisions of section 147

Penalty for default in complying with the directions of the Commission for holding the meeting

171

149 Passing of resolution by the members through circulation

New section has been added for private and public unlisted company

150 Filing of resolution Filing of resolution, etc.- 172

151 Records of resolutions and meetings Minutes of proceedings of general meetings and directors.

173 Board meeting and record .Section 178 of new ordinance

152 Inspection of records of resolutions and meetings

173(6)

APPOINTMENT AND REMOVAL OF DIRECTORS

DIRECTORS

153 Ineligibility of certain persons to become director

Ineligibility of certain persons to become director

187

154 Minimum number of directors of a company Minimum number of directors 174


Only natural persons to be directors 175 Omitted

155 Number of directorships This is new section, previously provided for in CCG

156 Compliance with the Code of Corporate Governance

This is new insertion which was previously contained in listing regulations of stock exchange.

157 First directors and their term First directors and their term 176

158 Retirement of first directors Retirement of directors 177

159 Procedure for election of directors Procedure for election of directors 178

160 Powers of the Court to declare election of directors invalid

Circumstances in which election of directors may be declared invalid

179

161 Term of office of directors Term of office of directors 180

162 Fresh election of directors in case of unlisted companies

Fresh election of directors on request of substantial acquirer

178A

163 Removal of directors Removal of director 181

164 Nominee directors Creditors may nominate directors 182

165 Certain provisions not to apply to directors representing special interests

Certain provisions not to apply to directors representing special interests

183

166 Manner of selection of independent directors and maintenance of databank of independent directors

This is a new concept and will change the composition of board.

167 Consent to act as director to be filed with company

Consent to act as director to be filed with registrar

184


168 Validity of acts of directors Validity of acts of directors 185

169 Penalties Penalties 186

170 Restriction on director's remuneration Restriction on director's remuneration

191

171 Vacation of office by the directors Vacation of office by the directors 188

DISQUALIFICATION OF DIRECTORS BY THE COMMISSION

172 Disqualification orders Applicable for public interest company

173 Personal liability for company’s debts where person acts while disqualified

New insertion

174 Prohibition on assignment of office by directors

Restriction on assignment of office by directors

192

175 Penalty for unqualified person acting as director

Penalty for unqualified person acting as director, etc.

189

176 Proceedings of the board Proceedings of directors 193

177 Ineligibility of bankrupt to act as director Ineligibility of bankrupt to act as director, etc.

190

178 Records of resolutions and meetings of board 173 Section 152 to be combine with section tsection178 of new ordinance equals section 173 of old.

179 Passing of resolution by the directors through circulation

New section. Generally provided for in articles.

180 Liabilities of directors and officers Liabilities of directors and officers 194

181 Protection to independent and non-executive directors

New section.


182 Loans to directors: requirement of members’ approval

Loans to directors, etc. 195

183 Powers of board Powers of directors 196

184 Prohibition regarding making of political contributions

Prohibition regarding making of political contributions

197

185 Prohibition regarding distribution of gifts Prohibition regarding distribution of gifts

197A

CHIEF EXECUTIVE CHIEF EXECUTIVE

186 Appointment of first chief executive Appointment of first chief executive 198 The government has been empowered to nominate chief executive and remove him where the government holds majority shareholding

187 Appointment of subsequent chief executive Appointment of subsequent chief executive

199

188 Terms of appointment of chief executive Terms of appointment of chief executive and filling up of casual vacancy

200 Government nominated chief executive to have terms and condition as determined.

189 Restriction on appointment of chief executive

Restriction on appointment of chief executive

201

190 Removal of chief executive Removal of chief executive 202 Government nominated chief executive can be removed by government.

191 Chief executive not to engage in business competing with company's business

Chief executive not to engage in business competing with company's business

203

192 Chairman in a listed company The new section means that either non-executive director or independent director can only become the chairman of listed company.


193 Penalty Penalty 204

194 Public company required to have secretary Certain companies to have secretaries and share registrars

204 A

(1)

195 Listed company to have share registrar 204(2)

BAR ON APPOINTMENT OF MANAGING AGENTS, SOLE

PURCHASE AND SALE AGENTS,

ETC.

196 Bar on appointment of sole purchase, sales agents

Bar on appointment of managing agents, sole purchase, sales agents, etc. -

206

TERMS OF APPOINTMENT OF MANAGING AGENT

Terms and conditions of appointment of managing agent

207

REGISTER OF DIRECTORS AND OTHER OFFICERS

197 Register of directors, officers Register of directors, officers, etc.

205

198 Rights to inspect 205(4)

MISCELLANEOUS PROVISIONS REGARDING INVESTMENTS, CONTRACTS OFFICERS AND

SHAREHOLDINGS, TRADING AND INTERESTS

MISCELLANEOUS PROVISIONS REGARDING INVESTMENTS, CONTRACTS OFFICERS AND SHAREHOLDINGS, TRADING

AND INTERESTS

199 Investments in associated companies and undertaking

Investments in associated companies and undertaking

208. Additional conditions added.


200 Investments of company to be held in its own name

Investments of company to be held in its own name

209.

201. Method of contracting Form of contract 210.

202 Execution of bills of exchange, promissory notes and deeds

Bill of exchange and promissory notes

211.

Execution of deeds

212.

203 Company to have official seal for use abroad Power for company to have official seal for use abroad.

213

204 Duties of directors Duty of directors, etc., to make disclosure of shareholdings, etc.

221. Specific duties prescribed by section.

205 Disclosure of interest by director Disclosure of interest by director 214. Explanation added for relatives.

206 Interest of other officers Interest of other officers, etc. 215.

207 Interested director not to participate or vote in proceedings of board

Interested director not to participate or vote in proceedings of directors

216 If majority of directors interested the approval vest with shareholders

208 Related party transactions Specific provisions for related party made, with arm’s length transactions out of purview of directors interest.

209 Register of contracts or arrangements in which directors are interested

Register of contracts, arrangements and appointments in which directors, etc., are interested.

219.

Register of directors’ shareholdings, etc

220 REPEALED- SECURITIES ACT 2015

Duty of directors, etc., to make disclosure of shareholdings, etc. -

221 REPEALED-VIDE SECURITIES ACT 2015


Submission of statements of beneficial owners of listed securities


Prohibition of short-selling. 223 REPEALED-VIDE SECURITIES ACT 2015

Trading by director, officers and principal shareholders.


210 Contract of employment with directors

211 Restriction on non-cash transactions involving directors

This insertion will plug the disputed transactions on cash especially in private companies.

212 Declaring a director to be lacking fiduciary behaviour

Declaring a director to be lacking fiduciary behaviour

217

213 Disclosure to members of directors’ interest in contract appointing chief executive or secretary

Disclosure to members of directors’ interest in contract appointing chief executive, managing agent or secretary

218

214 Contracts by agents of company in which company is undisclosed principal

Contracts by agents of company in which company is undisclosed principal

225

215 Liability for undesired activities of the shareholders

Beside directors shareholders are also constrained.

216 Company deemed to be a public interest company in certain circumstances

New concept for which interpretation will be needed in future.

217 Securities and deposits Securities and deposits, etc. 226

218 Employees’ provident funds, contributory retirement funds and securities

Employees’ provident funds and securities

227

Right to see bank receipts for money or securities.-

228 Omitted


219 Penalty for contravention of section 217 or 218

Penalty for contravention of section 226, 227 or 228

229

ACCOUNTS OF COMPANIES ACCOUNTS

220 Books of account, to be kept by company Books of account to be kept by company

230.

221 Inspection of books of account by the Commission

Inspection of books of account by registrar, etc.

231.

222 Default in compliance with provisions of section 221

Default in compliance with provisions of section 231

232.

223 Financial Statements Annual accounts and balance-sheet 233.

224 Classification of Companies

225 Contents of Financial Statements Contents of balance-sheet 234.

Special Audit. 234 A Omitted and provided for in serious fraud investigations.

Treatment of surplus arising out of revaluation of fixed assets.-

235

226 Duty to prepare directors’ report and statement of compliance

New requirements

227 Contents of directors’ report and statement of compliance

Directors’ report 236.

228 Consolidated financial statements Consolidated financial statements 237.

229 Financial year of holding company and subsidiary

Financial year of holding company and subsidiary

238.

230 Rights of holding company’s representatives and members

Rights of holding company’s representatives and members

239.


231 Financial Statements of modaraba company to include modaraba accounts

Balance-sheet of modaraba company to include modaraba accounts, etc.

240. New requirement for signing.

232 Approval and authentication of Financial Statements

Authentication of balance-sheet 241.

233 Copy of Financial Statements to be forwarded to the registrar

Copy of balance-sheet to be forwarded to the registrar

242.

234 Filing of unaudited financial statements Special provision for private company having less than one million paid-up capital.

235 Right of member of company to copies of the Financial Statements and the auditor’s report

Right of member of company to copies of the balance-sheet, etc., and the auditor’s report

243.

236 Penalty for improper issue, circulation or publication of Financial Statements

Penalty for improper issue, circulation or publication of balance-sheet or profit and loss account

244.

237 Quarterly financial statements of listed companies

Quarterly accounts of listed companies

245. Additional requirement for half year accounts.

238 Power of Commission to require submission of additional statements of accounts and reports

Power of Commission to require submission of additional statements of accounts and reports

246.

239 Rights of debenture-holders to obtain copies of financial statements

Rights of debenture-holders, etc., as to receipt and inspection of report, etc.

247.

DIVIDENDS AND MANNER AND TIME OF PAYMENT THEREOF

DIVIDENDS AND MANNER AND TIME OF PAYMENT THEREOF

240 Certain restrictions on declaration of dividend Certain restrictions on declaration of dividends

248.

241 Dividend to be paid only out of profits Dividend to be paid only out of profits 249.


242 Dividend not to be paid except to registered shareholders

Dividend not to be paid except to registered shareholders or to their order or to their bankers

250.

243 Directors not to withhold declared dividend Period for payment of dividend 251.

244 Unclaimed shares, modaraba certificates and dividend to vest with Federal Government

This new section will have impact on companies who are carrying unclaimed dividend liability on their balance sheet

245 Establishment of Investor Education and Awareness Fund

Section inserted for the use of fund under section 244.

AUDIT AUDIT

246 Appointment, removal and fee of auditors Appointment and remuneration of auditors

252.

Provisions as to resolutions relating to appointment and removal of auditors

253 Omitted.

247 Qualification and disqualification of auditors

Qualification and disqualification of auditors

254.

RIGHTS AND DUTIES OF AUDITOR

248 Auditors’ right to information New section for giving cover to auditors.

249 Duties of auditor Powers and duties of auditors 255.

Reading and inspection of auditors’ report

256. Omitted

250 Audit of cost accounts Audit of cost accounts 258.

251 Signature of auditor’s report Signature on audit report, etc. 257.


252 Penalty for non-compliance with provisions by companies

Penalty for non-compliance with provisions by companies

259.

253 Penalty for non-compliance with provisions by auditors

Penalty for non-compliance with provisions by auditors

260

POWER OF REGISTRAR TO CALL FOR INFORMATION

POWER OF REGISTRAR TO CALL FOR INFORMATION, ETC.

254 Power of registrar to call for information or explanation

Power of registrar to call for information or explanation

261.

255 Seizure of documents by registrar, inspector or investigation officer

Seizure of documents by registrar 262. Additional powers to functionaries.

INVESTIGATION AND RELATED MATTERS

POWER OF REGISTRAR TO CALL FOR INFORMATION, ETC.

256 Investigation into affairs of company Investigation of affairs of company on application by members or report by registrar

263.

Application by members to be supported by evidence and power to call for security

264. Omitted

257 Investigation of company’s affairs in other cases

Investigation of company’s affairs in other cases

265

258 Serious Fraud Investigation This new section has given extra powers to commission

259 Inspector to be a Court for certain purposes Inspector to be a court for certain purposes

266.

260 Power of inspectors to carry investigation into affairs of associated companies

Power of inspectors to carry investigation into affairs of associated companies

267.

261 Duty of officers to assist the inspector Duty of officers, etc., to assist the inspector

268.


262 Inspector’s report Inspector’s report 269.

263 Prosecution Prosecution 270.

264 Power of Commission to initiate action against management

Power of Commission to initiate action against management

271.

265 Effect of Court’s order Effect of Court's order 272.

266 No compensation to be payable for annulment or modification of contract

No compensation to be payable for annulment or modification of contract

273.

267 No right to compensation for loss of office No right to compensation for loss of office

274.

POWERS OF COURT HEARING APPLICATION


268 Application for winding up of company or an order under section 286

Application for winding up of company or an order under section 290

275.

269 Proceedings for recovery of damages or property

Proceedings for recovery of damages or property

276.

270 Expenses of investigation Expenses of investigation 277.

271 Inspector's report to be evidence Inspector's report to be evidence 278.

272 Imposition of restrictions on shares and debentures and prohibition of transfer of shares or debentures in certain cases

Imposition of restrictions on shares and debentures and prohibition of transfer of shares or debentures in certain cases

279.

273 Saving for legal advisers and bankers Saving for legal advisers and bankers

280.

274 Enquiries and investigation not to be affected by winding up

Enquiries and investigation not to be affected by winding up, etc.

281.


275 Application of sections 254 to 274 to liquidators and foreign companies

Application of sections 261 to 281 to liquidators and foreign companies

282.

PART VIII A. –

NON-BANKING FINANCE CO PROVISIONS AS TO

ESTABLISHMENT AND REGULATION OF NON-BANKING FINANCE COMPANIESMPANIES

THIS PART OF THE ORDINACE HAVE NOT BEEN DELETED VIDE SECTION 509.

FOR THIS PURPOSE THE ORDINANCE OF 1984 IS STILL ALIVE.

Application of this Part 282A Not included in current ordinance but intact by 1984 Ordinance

Power to make [Rules and regulations and issue directives, circulars, codes, guidelines, etc.-

282B Not included in current ordinance but intact by 1984 Ordinance

Incorporation of NBFC 282C Not included in current ordinance but intact by 1984 Ordinance

Registration of notified entities. 282CA Not included in current ordinance but intact by 1984 Ordinance

Power to issue directions-. 282D Not included in current ordinance but intact by 1984 Ordinance

Power to remove-. 282E Not included in current ordinance but intact by 1984 Ordinance

Power to supersede Board of Directors.-

282F Not included in current ordinance but intact by 1984 Ordinance

Power to require to furnish information, etc.-

282G Not included in current ordinance but intact by 1984 Ordinance

Special Audit.- 282H Not included in current ordinance but intact by 1984 Ordinance

Inquiry by the Commission.- 282I Not included in current ordinance but intact by 1984 Ordinance

Penalty for failure, refusal to comply with, or contravention of any provision of this Part.-

282J Not included in current ordinance but intact by 1984 Ordinance


Penalty for failure, refusal to comply with, or contravention of any provision of this Part.-

282K Not included in current ordinance but intact by 1984 Ordinance 1984 Ordinance

Procedure for amalgamation of NBFCs 282L Not included in current ordinance but intact by 1984 Ordinance.

Punishment and adjudication of fine or penalty.

282M Not included in current ordinance but intact by 1984 Ordinance.

Rehabilitation of NBFCs and notified entities.

282N Not included in current ordinance but intact by 1984 Ordinance

PART VIII

MEDIATION, ARBITRATION, ARRANGEMENTS AND

RECONSTRUCTION

PART IX –

ARBITRATION, ARRANGEMENTS & RECONSTRUCTION

276 Mediation and Conciliation Panel New concept of mediation with mutual consent of both parties to dispute and on application.

This is different from arbitration.

277 Resolution of disputes through mediation Dispute may be referred directly

ARBITRATION

278 Power for companies to refer matter to arbitration

Power for companies to refer matter to arbitration

283.

COMPROMISES, ARRANGEMENTS AND

RECONSTRUCTION

279 Compromise with creditors and members Power to compromise with creditors and members

284.

280 Power of Commission to enforce compromises and arrangements

Power of Court to enforce compromises and arrangements

285.


281 Information as to compromises or arrangements with creditors and members

Information as to compromises or arrangements with creditors and members

286.

282 Powers of Commission to facilitate reconstruction or amalgamation of companies

Provisions for facilitating reconstruction and amalgamation of companies

287. Commission is empowered instead of court to approve scheme of amalgamation.

283 Notice to be given to registrar for applications under section 279 and 282

Notice to be given to registrar for applications under sections 284 and 287

288.

284 Amalgamation of wholly owned subsidiaries in holding company

This will facilitate the amalgamation of subsidiaries.

285 Power to acquire shares of members dissenting from scheme or contract

Power and duty to acquire shares of share-holders dissenting from scheme or contract. -

289

PART IX

PREVENTION OF OPPRESSION AND MISMANAGEMENT

PART X –

PREVENTION OF OPPRESSION AND MISMANAGEMENT

286 Application to Court Application to Court 290.

287 Powers of Court under section 286 Powers of Court under section 290 291.

288 Interim order Interim order 292.

289 Claim for damages inadmissible Claim for damages inadmissible 293.

290 Application of certain sections to proceedings under this Part

Application of certain sections to proceedings under this Part

294.

291 Management by Administrator Management by Administrator 295.

292 Rehabilitation of sick public sector companies Rehabilitation of companies owing sick industrial units

296.


PART X WINDING UP

PRELIMINARY

PART XI – WINDING UP

PRELIMINARY

293 Modes of winding up Modes of winding up 297.

Contributories

294 Liability as contributories of present and past members

Liability as contributories of present and past members

298.

295 Liability of directors whose liability is unlimited Liability of directors whose liability is unlimited

299.

296 Definition of “contributory” Definition of “contributory” 300.

297 Nature of liability of contributory Nature of liability of contributory 301. New definition added with clarification.

298 Contributories in case of death of member Contributories in case of death of member

302.

299 Contributory in case of insolvency of member Contributory in case of insolvency of member

303.

300 Contributories in case of winding up of a body corporate which is a member

Contributories in case of winding up of a body corporate which is a member

304.

WINDING UP BY COURT WINDING UP BY COURT CASES IN WHICH COMPANIES MAY BE WOUND UP BY COURT

301. Circumstances in which a company may be wound up by Court

Circumstances in which company may be wound up by Court

305.

302 Company when deemed unable to pay its debts

Company when deemed unable to pay its debts

306. Change in limit for creditors from 1% of capital to one hundred thousand

TRANSFER OF PROCEEDINGS

303 Transfer of proceedings to other Courts Transfer of proceedings to other Courts

307.


Withdrawal and transfer of winding up from one Court to another

308. Omitted

PETITION FOR WINDING UP PETITION FOR WINDING UP

304 Provisions as to applications for winding up Provisions as to applications for winding up

309.

305 Right to present winding up petition where company is being wound up voluntarily or subject to Court’s supervision

Right to present winding up petition where company is being wound up voluntarily or subject to Court’s supervision

310.

COMMENCEMENT OF WINDING UP

306 Commencement of winding up by Court Commencement of winding up by Court

311.



Hearing of winding up petition by the Court.-

312 Omitted

307 Court may grant injunction Court may grant injunction 313. Changed drafting.

308 Powers of Court on hearing petition Powers of Court on hearing petition 314.

309 Copy of winding up order to be filed with registrar

Copy of winding up order to be filed with registrar

315.

310 Suits stayed on winding up order Suits stayed on winding up order 316.

311 Court may require expeditious disposal of suits

Court may require expeditious disposal of suits, etc.

317.

312 Effect of winding up order Effect of winding up order 318.

313 Power of Court to stay winding up Power of Court to stay winding up, etc.

319.


314 Court may ascertain wishes of creditors or contributories

Court to have regard to wishes of creditors or contributories

320. Additional insertions.

OFFICIAL LIQUIDATORS OFFICIAL LIQUIDATORS

315 Appointment of official liquidator Appointment of official liquidator 321. Additional insertion for liquidators panel.

316 Removal of official liquidator Resignation, removal, filling up vacancies, etc., of official liquidator

322. Changed drafting.

317 Remuneration of official liquidator Remuneration of official liquidator 323.

318 Style and title of official liquidator Style of official liquidator 324.

Appointment and powers of provisional manager.

325 Omitted

319 General provisions as to liquidators General provisions as to liquidators

326.

Receiver not to be appointed of assets with liquidator.-

327 Omitted

320 Statement of affairs to be made to official liquidator

Statement of affairs to be made to official liquidator

328.

321 Report by official liquidator Report by official liquidator 329.

322 Court directions on report of official liquidator

Actions for court on liquidators report provided.

323 Settlement of list of contributories and application of assets

Settlement of list of contributories and application of assets

339.

324 Custody of company's properties Custody of company’s property 330.

Committee of inspection in compulsory winding up.

331 Omitted

Constitution and proceedings of committee of inspection

332 Omitted


Discretion of official liquidator. 334 Omitted

Provision for assistance to official liquidator

335 Omitted

325 Power to require delivery of property Power to require delivery of property 340.

326 Power to summon persons suspected of having property of company

Power to summon persons suspected of having property of company

351.

327 Power to order public examination of promoters, directors

Power to order public examination of promoters, directors, etc.

352.

328 Power to arrest absconding contributory Power to arrest absconding contributory

353.

329 Power to order payment of debts by contributory

Power to order payment of debts by contributory

341.

330 Power of Court to make calls Power of Court to make calls 342.

331 Power to order payment into bank Power to order payment into bank 343.

332 Regulation of account with Court Regulation of account with Court 344.

333 Order on contributory conclusive evidence Order on contributory conclusive evidence

345.

334 Power to exclude creditors not proving in time Power to exclude creditors not proving in time

346.

335 Adjustment of rights of contributories Adjustment of rights of contributories 347.

336 Power to order costs Power to order costs 348.

337 Powers and duties of official liquidator Powers of official liquidator 333 Changed drafting of section

338 Liquidator to keep books containing proceedings of meetings

Liquidator to keep books containing proceedings of meetings, etc.

336. Changed drafting of section

339 Liquidator’s account Liquidator’s account 337. Changed drafting of section


340 Exercise and control of liquidator's powers Exercise and control of liquidator’s powers

338. Changed drafting of section

341 Distribution by official liquidator Distribution by official liquidator. 349

342 Dissolution of company Dissolution of company 350.

343 Saving of other proceedings Saving of other proceedings 354.

ENFORCEMENT OF ORDERS ENFORCEMENT OF ORDERS

344 Power to enforce orders Power to enforce orders 355.

345 Order made by any Court to be enforced by other Courts

Order made by any Court to be enforced by other courts

356.

346 Mode of Dealing with Orders to be enforced by other Courts

Mode of Dealing with Orders to be enforced by other courts

357.

VOLUNTARY WINDING UP RESOLUTION FOR, AND COMMENCEMENT OF,

VOLUNTARY WINDING UP

347 Circumstances in which company may be wound up voluntarily

Circumstances in which company may be wound up voluntarily

358.

348 Commencement of voluntary winding up Commencement of voluntary winding up

359.

CONSEQUENCES OF VOLUNTARY WINDING UP

349 Effect of voluntary winding up on status of company

Effect of voluntary winding up on status of company

360.

350 Notice of resolution to wind up voluntarily Notice of resolution to wind up voluntarily

361.

DECLARATION OF SOLVENCY


351 Declaration of solvency in case of proposal to wind up voluntarily

Declaration of solvency in case of proposal to wind up voluntarily

362.

PROVISIONS APPLICABLE TO MEMBERS' VOLUNTARY

WINDING UP

352 Distinction between “members’” and “creditors’” voluntary winding up

362(5)

Provisions applicable to members' voluntary winding up.-

363 Omitted

353 Appointment of liquidator Appointment of liquidators 364.

354 Power to fill vacancy in office of liquidator Power to fill vacancy in office of liquidator

365.

355 Notice by liquidator of his appointment Notice of appointment of liquidator to be given to registrar along with his consent

366.

356 Power of liquidator to accept shares as consideration for sale of property of company

Power of liquidator to accept shares, etc., as consideration for sale of property of company

367.

357 Duty of liquidator where company turns out to be insolvent

Duty of liquidator to call creditors' meeting in case of insolvency

368.

358 Duty of liquidator to call general meetings Duty of liquidator to call general meeting at the end of each year

369.

359 Final meeting and dissolution Final meeting and dissolution 370.

360 Alternative provisions as to annual and final meetings in case of insolvency

Alternative provisions as to annual and final meetings in case of insolvency

371.

PROVISIONS APPLICABLE TO CREDITORS’ VOLUNTARY WINDING UP

PROVISIONS APPLICABLE TO CREDITORS’ VOLUNTARY

WINDING UP


361 Provisions applicable to creditors’ voluntary winding up

Provisions applicable to creditors' voluntary winding up

372.

362 Meeting of creditors Meeting of creditors 373.

Notice of resolution passed by creditors' meeting to be given to registrar.

374 Omitted

363 Appointment of liquidator Appointment of liquidator 375.

Appointment of committee of inspection.

376 Omitted

364 Fixing of liquidator's remuneration Fixing of liquidator's remuneration 377.

365 Cessation of boards’ powers Directors' powers to cease on appointment of liquidators

378.

366 Power to fill vacancy in office of liquidator Power to fill vacancy in office of liquidator

379.

367 Application of section 356 to a creditor’s voluntary winding up

Application of section 367 to a creditors' voluntary winding up

380.

368 Duty of liquidator to call meeting of company and of creditors

Duty of liquidator to call meetings of company and of creditors at the end of every year

381.

369 Final meeting and dissolution Final meeting and dissolution 382. Changed drafting.

PROVISIONS APPLICABLE TO EVERY VOLUNTARY WINDING UP

PROVISIONS APPLICABLE TO EVERY VOLUNTARY WINDING

UP

Provisions applicable to every voluntary winding up.-

383 Omitted

Accounts and statements to be audited.

384 Omitted

370 Distribution of property of company Distribution of property of company 385.


371 Application of sections 320 and 321 to voluntary winding up

Application of sections 328 and 329 to voluntary winding up

386.

372 Powers and duties of liquidator in voluntary winding up

Powers and duties of liquidator in voluntary winding up

387.

373 Power of Court to appoint and remove liquidator in voluntary winding up

Power of Court to appoint and remove liquidator in voluntary winding up

388.

374 Notice by liquidator of his appointment Notice by liquidator of his appointment

389.

375 Arrangement when binding on company and creditors

Arrangement when binding on company and creditors

390.

376 Power to apply to Court to have questions determined or powers exercised

Power to apply to Court to have questions determined or powers exercised

391.

377 Application of liquidator to Court for public examination of promoters, directors

Application of liquidator to Court for public examination of promoters, directors, etc.

392.

378 Costs of voluntary winding up Costs of voluntary winding up 393.

379 Saving for right of creditors and contributories Saving for right of creditors and contributories

394.

380 Power of Court to adopt proceedings of voluntary winding up

Power of Court to adopt proceedings of voluntary winding up

395.

WINDING UP SUBJECT TO SUPERVISION OF COURT

WINDING UP SUBJECT TO SUPERVISION OF COURT

381 Power to order winding up subject to supervision

Power to order winding up subject to supervision

396.

382 Effect of petition for winding up subject to supervision

Effect of petition for winding up subject to supervision

397.


383 Court may have regard to the wishes of creditors and contributories

Court may have regard to the wishes of creditors and contributories

398.

384 Power to replace liquidator Power to replace liquidator 399.

385 Effects of supervision order Effects of supervision order 400.

386 Appointment of voluntary liquidator as official liquidator in certain cases

Appointment of voluntary liquidator as official liquidator in certain cases

401.

PROVISIONS APPLICABLE TO EVERY MODE OF WINDING

UP STATUS OF

COMPANIES BEING WOUND UP

387 Status of companies being wound up Status of companies being wound up, etc.

402.

PROOF AND RANKING OF CLAIMS PROOF AND RANKING OF CLAIMS, ETC.

388 Debts of all description to be proved Debts of all description to be proved 403.

389 Application of insolvency rules in winding up of insolvent companies

Application of insolvency rules in winding up of insolvent companies

404.

390 Preferential payments Preferential payments 405.

391 Avoidance of transfers Avoidance of transfers, etc. 406.

392 Disclaimer of onerous property Disclaimer of property 407.

EFFECT OF WINDING UP ON ANTECEDENT AND OTHER

TRANSACTIONS

EFFECT OF WINDING UP ON ANTECEDENT AND OTHER

TRANSACTIONS

393 Fraudulent preference Fraudulent preference 408.

394 Liabilities and rights of certain fraudulently preferred persons

Liabilities and rights of certain fraudulently preferred persons

409.


395 Avoidance of certain attachments, executions Avoidance of certain attachments, executions, etc.

410.

396 Effect of floating charge Effect of floating charge 411.

OFFENCES ANTECEDENT TO OR IN COURSE OF WINDING UP

OFFENCES ANTECEDENT TO OR IN COURSE OF WINDING UP

397 Power of Court to assess damages against delinquent directors

Power of Court to assess damages against delinquent directors, etc-

412

398 Liability for fraudulent conduct of business Liability for fraudulent conduct of business

413.

399 Liability under sections 397 and 398 to extend to partners or directors in firm or body corporate

Liability under sections 412 and 413 to extend to partners or directors in firm or body corporate

414.

400 Penalty for fraud by officers of companies which have gone into liquidation

Penalty for fraud by officers of companies which have gone into liquidation

415.

401. Liability where proper accounts not kept Liability where proper accounts not kept

416.

402 Penalty for falsification of books Penalty for falsification of books 417.

403 Prosecution of delinquent directors Prosecution of delinquent directors 418.

404 Penalty for false evidence Penalty for false evidence 419.

405 Penal Provisions Penal Provisions 420.

SUPPLEMENTARY PROVISIONS AS TO WINDING UP

SUPPLEMENTARY PROVISIONS AS TO WINDING UP

406 Liquidator to exercise certain powers subject to sanction

Liquidator to exercise certain powers subject to sanction

421.

407 Meetings to ascertain wishes of creditors or contributories

Meetings to ascertain wishes of creditors or contributories

422.


408 Documents of company to be evidence Documents of company to be evidence

423.

409 Summary disposal of certain suits by liquidators

Summary disposal of certain suits by liquidators

424.

410 Limitation Limitation 425.

411 Court fees Court fees 426.

412 Inspection of documents Inspection of documents 427.

413 Disposal of books and papers of company Disposal of books and papers of company

428.

414 Power of Court to declare dissolution of company void

Power of Court to declare dissolution of company void

429.

415 Information as to pending liquidations Information as to pending liquidations

430.

416 Payments by liquidator into bank Payments by liquidator into bank 431.

417 Unclaimed dividends and undistributed assets to be paid to the account maintained under section 244

Unclaimed dividends and undistributed assets to be paid to Companies Liquidation Account

432. This is an important change.

418 Books of accounts and other proceedings to be kept by liquidators

Books of accounts and other proceedings to be kept by liquidators

433.

419 Application of provisions relating to audit Application of provisions relating to audit

434.

420 Enforcement of duty of liquidator to make return

Enforcement of duty of liquidator to make return, etc.

435.

421 Notification that a company is in liquidation Notification that a company is in liquidation

436.

422 Court or person before whom affidavit may be sworn

Court or person before whom affidavit may be sworn

437.


COURT RULES

423 Power to make rules Power to make rules 438.

424 Inactive Company Inserted to provide ease for companies with no transactions

REMOVAL OF DEFUNCT COMPANIES FROM REGISTER

425 Registrar may strike defunct company off register

Registrar may strike defunct company off register

439.

PART Xll – APPLICATION OF ORDINANCE TO COMPANIES FORMED AND

REGISTERED UNDER PREVIOUS COMPANIES ACTS

Application of Ordinance to companies formed and registered under previous Companies Acts.

440 Omitted

Application of Ordinance to companies registered but not formed under previous Companies Acts.

441 Omitted

Application of Ordinance to unlimited companies registered under previous Companies Acts.

442 Omitted

426 Easy exit of a defunct company New procedure, previously S.R.O.

Be read with section 424 and 425.


PART XI WINDING UP OF UNREGISTERED

COMPANIES

PART XIII WINDING UP OF UNREGISTERED

COMPANIES

427 Meaning of "unregistered company" Meaning of "unregistered company" 443.

428 Winding up of unregistered companies Winding up of unregistered companies

444.

429 Contributories in winding up of unregistered companies

Contributories in winding up of unregistered companies

445.

430 Power to stay or restrain proceedings Power to stay or restrain proceedings

446.

431 Suits stayed on winding up order Suits stayed on winding up order 447.

432 Directions as to property in certain cases Directions as to property in certain cases

448.

433 Provisions of this part cumulative Provisions of this part cumulative 449.

PART XII COMPANIES ESTABLISHED OUTSIDE

PAKISTAN PROVISIONS AS TO ESTABLISHMENT OF

PLACES OF BUSINESS IN PAKISTAN

PART XIV COMPANIES ESTABLISHED

OUTSIDE PAKISTAN PROVISIONS AS TO

ESTABLISHMENT OF PLACES OF BUSINESS IN PAKISTAN

434 Application of this Part to foreign companies Application of this Part to foreign companies

450.

435 Documents to be delivered to registrar by foreign companies

Documents to be delivered to registrar by foreign companies

451.

436 Return to be delivered to registrar by foreign companies whose documents altered

Return to be delivered to registrar by foreign companies whose documents, etc., altered

452.

437 Accounts of foreign companies Accounts of foreign companies 453.


438 Certain obligations of foreign companies Certain obligations of foreign companies

454.

439 Power of the Commission to require information of beneficial owners of a foreign company

New section. Presumably relates to foreign company and its beneficial ownership.

440 Service on foreign company Service on foreign company 455.

441 Company’s failure to comply with this part not to affect its liability under contracts

Company’s failure to comply with this part not to affect its liability under contracts, etc.

456.

442 Provisions relating to names, inquiries to apply to foreign companies

Provisions relating to names, inquiries, etc. to apply to foreign companies

457.

443 Intimation of ceasing to have place of business to be given

Intimation of ceasing to have place of business to be given

458.

444 Penalties Penalties 459.

445 Interpretation of provisions of this Part Interpretation of provisions of this Part

460.

PROSPECTUS PROSPECTUS

446 Issue of prospectus Issue of prospectus 461.

447 Restriction on canvassing for sale of securities

Restriction on canvassing for sale of securities

462.

REGISTRATION OF CHARGES, ETC

448 Registration of charges Registration of charges 463.

449 Notice of appointment of receiver Notice of appointment of receiver 464.

NOTICE OF LIQUIDATION


450 Notice of liquidation Notice of liquidation, etc. 465.

PART XIII GENERAL

451 Certification of Shariah compliant companies and Shariah compliant securities

New section

452 Companies’ Global Register of Beneficial Ownership

New section

453 Prevention of offences relating to fraud, money laundering and terrorist financing

New section

454 Free Zone Company New section

455 Filing of documents through intermediaries New section

456 Acceptance of advances by real estate companies

New section

457 Agriculture Promotion Companies New section

458 Payment against supply of agricultural produce

New section

459 Power to give exemptions by the Federal Government

New section

460 Valuation by registered valuers New section

461 Security clearance of shareholder and director

New section

REGISTRATION OFFICES AND FEES PART XV –

REGISTRATION OFFICE AND

FEES

462 Registration offices Registration offices 466.


463 Production of documents kept by registrar Production of documents kept by registrar, etc.

467.

464 Registrar not to accept defective documents Registrar not to accept defective documents

468.

465 Special return to rectify the data New section

466 Jurisdiction in the disputes relating to shareholding and directorship

New section

467 Approval of transfer of shares by the agents licenced by the Commission

New section

468 Acceptance of documents presented after prescribed time

Acceptance of documents presented after prescribed time

469.

469 Fees Fees 470.

470 Power to specify fees chargeable by companies

Power of the Federal government to prescribe fees chargeable by companies

471.

471 Filing of documents electronically New section

472 Destruction of physical record New section

473 Supply of documents, information, notices to the members electronically

New section

474 Enforcing compliance with provisions of Ordinance

Enforcing compliance with provisions of Ordinance

472.

475 Power of Court trying offences under Ordinance to direct compliance with the provisions

Power of Court, etc. trying offences under Ordinance to direct compliance with the provisions

473.

LEGAL PROCEEDINGS, OFFENCES, ETC. PART XVI GENERAL LEGAL

PROCEEDINGS, OFFENCES, ETC.


476 Offences to be cognizable Cognizance of offences, etc. 474.

477 Complaint to the court by the Commission, registrar, member or creditor in case of certain offences

Offences to be non-cognizable 475. Changed drafting.

478 Penalty to be imposed by the Commission Punishment and adjudication of fine or penalty

476.

479 Adjudication of offences and standard scale of penalty

To be read with section 476 of old ordinance

480 Appeal against order passed by officer of the Commission

Appeal and revision 477.

Revision and review 484.

481 Appeals before the Appellate Bench Appeals against orders etc.- 485 .

482 Adjudication of offences involving imprisonment

New section.

483 Powers of the Commission in relation to enquiries and proceedings

Powers of the Federal Government, etc., in relation to enquiries and proceedings

478.

484 Procedure for trial of a corporate body Procedure for the trial of a corporate body

479.

485 Recovery of penalty 479(4)

486 Prosecution of offences by the Commission Power of Federal Government to appoint company prosecutors

480.

487 Appeal against acquittal Appeal against acquittal 481.

488 Payment of compensation in cases of frivolous or vexatious prosecution

Payment of compensation in cases of frivolous or vexations prosecution

482.

489 Application of fines or penalties Application of fines 483.


490 Production and inspection of books where offence suspected

Production and inspection of books where offence suspected

486.

491 Power to require limited company to give security for costs

Power to require limited company to give security for costs

487.

492 Power of Court to grant relief in certain cases Power of Court, etc., to grant relief in certain cases

488.

493 Enforcement of orders of Court Enforcement of orders of Court 489.

494 Enforcement of orders of Court by other courts

Enforcement of orders of Court by other Courts

490.

495 Protection of acts done in good faith Protection of acts done in good faith 491.

496 Penalty for false statement, falsification, forgery, fraud, deception

Penalty for false statement 492.

497 Penalty for wrongful withholding of property Penalty for wrongful withholding of property

493.

498 Liability of directors for allotment of shares for inadequate consideration

Liability of directors for allotment of shares for inadequate consideration

494.

499 Punishment for non-compliance of directive of Court, etc.

Punishment for non-compliance of directive of Court, etc.

495.

500 Penalty for carrying on ultra vires business Penalty for carrying on ultra vires business

496.

501 Penalty for improper use of word “Limited” Penalty for improper use of word “Limited”

497.

502 Penalty where no specific penalty is provided Penalty where no specific penalty is provided elsewhere in the Ordinance

498.


POWER TO ACCORD

APPROVAL, ETC., SUBJECT

TO CONDITIONS

503 Power to accord approval subject to conditions

Power to accord approval subject to conditions

499.

ANNUAL REPORT ADMINISTRATION OF THE

ORDINANCE

Annual Report by Commission 500 Omitted

DELEGATION OF POWERS

504 Delegation of powers Delegation of powers 501.

ADVISORY COMMITTEE

Advisory Committee.- 502 Omitted

APPLICATION OF ORDINANCE TO COMPANIES GOVERNED BY

SPECIAL ENACTMENTS

505 Application of Ordinance to companies governed by special enactments

Application of Ordinance to companies governed by special enactments

503.

SCHEDULES, TABLES, FORMS AND GENERAL RULES

SCHEDULES, TABLES, FORMS AND GENERAL RULES

506 Forms Forms 504.

507 Power to alter schedules Power of the Federal Government to alter schedules

505.

508 Power of the Federal Government to make rules

Power of the Federal Government to make rules

506.


509 Repeal and savings Repeal of laws and savings 508. Section 282A to 282N relating to NBFI are not repealed. So the ordinance of 1984 is alive to that extent.

510 Power to issue directives, circulars, guidelines

Power to issue directives, circulars, guidelines, etc.

506B.

511 Power of the Commission to permit use of Urdu words of abbreviations

Power of the Federal Government to permit use of Urdu words or abbreviations

507.

512 Power to make regulations Power to make regulations 506A.

Amendment of Ordinance XVII of 1969

509 Omitted

513 Savings Savings 510. Certain clauses of 1984 ordinance have not been deleted.

514 Validation of laws

Important

Amendments made through finance act validated

515 Former registration offices and registers continued

Former registration offices, registers and registrars continued

511.

Construction of references to extraordinary resolution in articles, etc.

512. Omitted

Transitional provisions.- 513 Omitted

516 Removal of difficulty Removal of difficulties 514.

SCHEDULES SCHEDULES

First Schedule FIRST SCHEDULE TABLE A

Table-A, Part-I: Regulations for management of a

REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES


company limited by shares

Table-A, Part-II: Regulations for management of a single member private company limited by shares

New, previously SRO

Table-B: Memorandum of Association of company limited by shares

TABLE B

MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES

Table-C: Memorandum and Articles of Association of company limited by guarantee and not having share capital

TABLE C

(See section 29)

MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

Table-D: Memorandum and Articles of Association of company limited by guarantee and having share capital

TABLE D

[See section 29]

MEMORANDUM AND ARTICLES OF ASSOCIATION 0F A COMPANY LIMITED BY GUARANTEE AND HAVING A SHARE CAPITAL

Table-E: Memorandum and Articles of Association of an unlimited company having share capital

TABLE E

(See section 29)


MEMORANDUM AND ARTICLES OF ASSOCIATION OF AN UNLIMITEDCOMPANY HAVING A SHARE CAPITAL MEMORANDUM OF ASSOCIATION

Table-F: Memorandum and Articles of Association of a company licenced under section 42

TABLE F

(See sections 2 and 120)

REGULATIONS FOR ISSUE AND SUBSCRIPTION OF TERM CAPITAL AND PARTICIPATION TERM CERTIFICATES

Second Schedule: Form of Statement in lieu of Prospectus to be delivered to registrar by a company which does not issue a Prospectus

SECOND SCHEDULE

[See sections 45, 53 and 69]

PART I

MATTERS TO BE SPECIFIED IN PROSPECTUS AND REPORTS TO BE SET OUT THEREIN

PART II

FORM OF STATEMENT IN LIEU OF PROSPECTUS TO BE DELIVERED TO REGISTRAR BY A COMPANY WHICH DOES NOT ISSUE A PROSPECTUS OR WHICH DOES NOT GO TO ALLOTMENT ON A PROSPECTUS ISSUED, AND REPORTS TO BE SET OUT THEREIN

PART III


FORM OF STATEMENT IN LIEU OF PROSPECTUS TO BE DELIVERED TO REGISTRAR BY A PRIVATE COMPANY ON BECOMING A PUBLIC COMPANY AND REPORTS TO BE SET OUT THEREIN

Third Schedule: Classification of Companies

• [THIRD SCHEDULE

(See section 156)

FORM A- ANNUAL RETURN OF COMPANY HAVING SHARE CAPITAL

Fourth Schedule: Disclosure requirements as to financial statements of listed companies and their subsidiaries

FOURTH SCHEDULE

(See section 234)

REQUIREMENTS AS TO BALANCE SHEET AND PROFIT AND LOSS ACCOUNT OF LISTED COMPANIES

Fifth Schedule: Disclosure requirements as to financial statements of non-listed companies and their subsidiaries

FIFTH SCHEDULE

(See section 234)

REQUIREMENT AS TO BALANCE SHEET AND PROFIT AND LOSS ACCOUNT OF NON-LISTED COMPANIES

Sixth Schedule: Offences punishable under section 258 (serious fraud)

SIXTH SCHEDULE

(See sections 466 and 470)


TABLE OF FEES TO BE PAID TO THE REGISTRAR AND THE COMMISSION

Seventh Schedule: Table of fees to be paid to the Registrar and the Commission

SEVENTH SCHEDULE

(See section 508)

ENACTMENTS REPEALED

Eighth Schedule: Direct complaint to the court by the Commission. Registrar, member or creditor in case of certain offences

EIGHTH SCHEDULE

(See section 509)

AMENDMENT OF ORDINANCE. XVII OF 1969

COMPARATIVE TABLE OF CONTENTS-AHMAD ASHRAF

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Transcript of COMPARATIVE TABLE OF CONTENTS-AHMAD ASHRAF