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

2
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Repealed 11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

3
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.

4
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

5
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

6
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.

7
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

8
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.-

9
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)

10
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

11
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

12
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.

13
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

14
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

15
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

16
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.

17
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

18
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

19
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

20
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

21
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.

22
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.

23
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.

24
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

25
Submission of statements of
beneficial owners of listed securities
2015
Prohibition of short-selling. 223 REPEALED-VIDE SECURITIES ACT
2015
Trading by director, officers and
principal shareholders.
2015
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

26
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.

27
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.

28
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.

29
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.

30
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
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.

31
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
Incorporation of NBFC 282C Not included in current ordinance but
Registration of notified entities. 282CA Not included in current ordinance but
Power to issue directions-. 282D Not included in current ordinance but
Power to remove-. 282E Not included in current ordinance but
Power to supersede Board of
Directors.-
282F Not included in current ordinance but
Power to require to furnish
information, etc.-
282G Not included in current ordinance but
Special Audit.- 282H Not included in current ordinance but
Inquiry by the Commission.- 282I Not included in current ordinance but
Penalty for failure, refusal to comply
with, or contravention of any
provision of this Part.-
282J Not included in current ordinance but

32
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
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.

33
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.

34
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.

35
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.
APPLICATION
APPLICATION
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.

36
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

37
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

38
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,
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
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

39
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.
CREDITORS’ VOLUNTARY WINDING UP
CREDITORS’ VOLUNTARY
WINDING UP

40
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
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
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.

41
371 Application of sections 320 and 321 to
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
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
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.

42
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.
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.

43
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.

44
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.

45
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
companies registered but not
formed under previous Companies
Acts.
441 Omitted
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.

46
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.

47
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

48
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.

49
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.

50
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.

51
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.

52
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
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.

53
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

54
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)
OF ASSOCIATION OF A
COMPANY LIMITED BY
GUARANTEE AND NOT HAVING A
SHARE CAPITAL
Table-D: Memorandum and
company limited by
guarantee and having
share capital
TABLE D
[See section 29]
OF ASSOCIATION 0F A
COMPANY LIMITED BY
GUARANTEE AND HAVING A
SHARE CAPITAL
Table-E: Memorandum and
an unlimited company
having share capital
TABLE E
(See section 29)

55
OF ASSOCIATION OF AN
UNLIMITEDCOMPANY HAVING A
SHARE CAPITAL MEMORANDUM
OF ASSOCIATION
Table-F: Memorandum and
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

56
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)

57
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

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