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1984 2017 Title Old Bill 2016 Act 2017 Comment
1 1 Short title, extent and commencement Ordinance
Act,
Addition of words "of this Act and any
reference in any provision to the
commencement of this Act shall be construed
as a reference to the coming into force of that
provision" in the end of sub-sec 3.
same as 2016
Word Ordinance changed to Act, addition in
sub-sec 3.
2 2 Definitions Definitions of certrain terms not included
Definitions of 'advocate', 'alter', 'authorized
capital', 'banking company', 'board of
directors', 'company law', 'e-services,
'electronic document', 'Chief financial officer',
company secretary, 'deposit', employee stock
option, expert, securities, subsidary company,
voter, voting right, wholly owned subsidiary
added, deleted or altered
same as 2016
Definitions of certain terms included, deleted
or altered
5 3
Application of Act to non-trading companies with
purely provincial objects
Did not included the line "Provided that where
the licence is issued by the Provincial
Government, in exercise of the powers
conferred by this section, the company shall
mention this fact in all its documents." at the
end of Sec.
The line "Provided that where the licence is
issued by the Provincial Government, in
exercise of the powers conferred by this
section, the company shall mention this fact in
all its documents." added at the end of Sec.
same as 2016
The section number has been changed to 3
and addition of a proviso at the end of sec.
6 4 Act to override memorandum, articles.
Word "etc." was included in the title. Term
"contract" was not included in sub-sec b
Deleted word "etc." from the title. Term
"Contract" inserted in Sub-sec b
same as 2016
Section number has been changed to 4.
Deleted word "etc." from the title. Term
"Contract" inserted in Sub-sec b
7 5 Jurisdiction of the Courts
Proviso "Provided that the Federal Government
may, by notification in the official Gazette and
subject to such restrictions and conditions as it
thinks fit, empower any civil Court to exercise
all or any of the jurisdiction by this Ordinance
conferred upon the Court, and in that case
such Court shall, as regards the jurisdiction so
conferred, be the Court in respect of
companies having their registered office within
the territorial jurisdiction of such Court" was
included at the end of Sub-Sec 1
Proviso deleted from Sub-sec 1, sub-sec 3
altered
No civil court or any other court shall have
jurisdiction to entertain any suit or proceeding in
respect of any matter which the Court is
empowered to determine by or under this Act.
For this purpose Company Bench shall be formed
on permanent basis by Chief Justice of High Courts.
Moreover, relevant procedures have also been
identified in this section.
Jurisdiction of civil courts has been abandoned.
8 - Constitution of Company Benches - -
This section has been merged with Sec. 5
"Jurisdiction of the courts".
9 6 Procedure of the Court - -
Procedure of the Court as detailed in the Rules has
been made part of the Act. Explaination of the
Electronic mode has also been provided.
Procedural rules is included in Act.
10 - Appeals against Court orders
Sub-sec 1 & 2 stating that the appeal against
any court order shall lie to the supreme court
were included
Sub-sec 1 & 2 stating that the appeal against
any court order shall lie to the supreme court
deleted and this power has been transferred to
the bench of two or more Judges of a High
Court against any final order, decision or
judgment
Companies Ordinance, 1984, Companies Bill, 2016 and Companies Act, 2017
Section Updated in August, 2017

12 7 Powers and functions of the Commission
Sub-sec 2 stated that federal govt. may direct
that all or any of the powers conferred to
federal govt be exercised by the commission
Sub-sec 2 deleted
Sub-Section 2 has been added providing
explaination regarding the quantum of powers and
functions of the Commission.
the provision regarding the direction to be
given by federal govt. that all or any of the
powers conferred to federal govt be exercised
by the commission has been deleted whereas
powers of the commission has been clarified.
13 8
Reference by the Federal Government or
Commission to the Court
The Federal Govt. or commission may make a
reference to the court on any question that
needs a special significance requiring orders
concerning the affairs of a company
The Federal Govt. or commission may make a
reference to the court on any question that
needs a special significance requiring orders
concerning the affairs of a company or classes
of company
"Concerned Ministry in Charge of the Federal
Government" has been replaced for "Federal
Government".
Clarification nature
14 9
Obligation to register certain associations,
partnerships as companies.
Every person who is a member of any
association, partnership of company carrying
on business in contravention of the provisions
of this section shall be punishable with fine
which may extend to five thousand rupees and
also be personally liable for all the liabilities
incurred in such business.
A person guilty of an offence under this section
shall be liable to a fine not exceeding of level 1
on the standard scale and also be personally
liable for all the liabilities incurred in such
business, this section is not applied to
partnership or company incorporated under
any law for the time being inforce in Pakistan.
Words included "Any violation of this section shall
be an offence punishable under this section".
1. Sub-sec 2 amended,
2. Amendment in clause (a) of sub-section 3.
Violation has been made a punishable offence.
Sec No. changed to 11.
37 10
Prohibition of certain names
The time period for which the name may be
kept reserved and the provisions regarding the
name being reserved on false information has
not been a part of the ordinance
The time period (60 days) for which the name
may be kept reserved and the provisions
regarding panelty due to the name reservation
based on false information, has been added in
the act
-
The time period (60 days) for which the name
may be kept reserved and the provisions
regarding panelty due to the name reservation
based on false information, has been included
in the act.
The addition of "modarba management
company or float modarba" in the criteria of
names for which prior written approval of
commission is required.
Sec No. changed to 12
38 11
Rectification of name of a company
If the name is not selected in accordance with
the provisions of this ordinance, the name shall
be changed within 30 days of order by the
registrar.
If the name is not selected in accordance with
the provisions of this ordinance, the name shall
be changed within 21 days of order by the
registrar.
-
Days limit after the orders of the registrar
within which the name of the company can be
changed altered from 30 days to 21 days
Provisions relating the default in compliance
of this section added.
Provision relating to no direction be taken by
registrar on non compliance of this sec after
the expiration of 3 years from incorporation,
deleted
Sec. No changed to 13.
39 12
Change of name by a company
Ordianance did not included SMCs Act included SMCs -
Provision amended with respect to SMEs.
40 13
Registration of change of name and effect thereof in the ordinance, one year from the date of
issue of certificate was the period prescribed
for which the name of the former company
had to be mentioned with the changed new
name.
in the act, three months from the date of issue
of certificate is the period prescribed for which
the name of the former company is to be
mentioned with the changed new name.
-
Change in the time period for which the former
name is to be mentioned with the changed
new name.
15 14
Mode of forming a company
The ordinance did not included the provision
regarding the single member company
The act included the provision regarding the
single member company
-
The provision regarding the single member
company included in the act.
The sec no. has been changed to 16
47 15
Liability for carrying on business with less than three
or, in the case of a private company, two members
- No change

30 16
Registration of memorandum and articles
The registration process was precisely
described.
Certificate of incorporation issued by the
registrar as a result of registration of
memorendum and the particulars of this
certificate not stated.
The appeal in case of refusal of reg. of
memorendum was to be made to registrar or
subsequently to the commission
The registration process is stated in detail.
Particulars of incorp. certificate stated in detail.
memorendum is to be made directly to
commission.
The registration process is stated in detail.
Sub-sec 1 of sec 32 merged with this section.
Particulars of incorp. certificate stated in detail.
Sec 33 merged with this section stating that
the certificate of incorp. being the conclusive
evidence that all the provisions of this
ordinance complied with.
memorendum is to be made directly to
commission.
31 17
Effect of memorandum and articles
Sub-sec 2 stated that after the incorporation of
company the amount payable by the
subscriber agaist the shares held by him shall
be debt due from him to the company but no
time limit was stated till when this amount of
debt is to be paid.
Sub-sec 2 stated that after the incorporation of
company the amount payable by the
subscriber agaist the shares held by him shall
be debt due from him to the company and
time limit of 15 days is stated withing which
such amount shall be paid to the company.
Moreover, the first auditor shall verify whether
or not this amount was submitted on time. the
panelty in case of this non compliance is also
defined.
Time period for the payment of subscription money
has been extended to 30 days from 15 days with
the inclusion of "Provided that in case the share
money is not deposited within the prescribed time,
the shares shall be deemed to be cancelled and the
name of that subscriber shall be removed from the
register and the registrar shall give such direction
to the company in each case as deemed
appropriate for compliance with the provisions of
the company law."
Sub-section 3 has been introduced stating "The
receipt of subscription money from the subscribers
shall be reported by the company to the registrar
on a specified form within forty-five days from the
date of incorporation of the company,
accompanied by a certificate by a practicing
chartered accountant or a cost and management
accountant verifying receipt of the money so
subscribed.
The days limit within which the amount
payable by the subscriber after the registration
of memorendum is to be submitted has been
defined as 30 days.
1st auditors to verify this receipt. Panelty on
non-compliance also stated.
32 18
Effect of registration
Sub Sec 1 merged with Sec 18 of the new act.
The ordinance contained that the company
shall be a body corporate having a common
seal, but with such liability on the part of the
members to contribute to the assets of the
company in the event of its being wound up as
is mentioned in this Ordinance.
Deleted the part of sub-sec 2 where it was
stated that the company shall be a body
corporate having a common seal, but with
such liability on the part of the members to
contribute to the assets of the company in the
event of its being wound up as is mentioned in
this Ordinance.
Following Sub-sections have been added.
(c) the status and registered office of the company
are as stated in, or in connection with, the
application for registration;
(d) in case of a company having share capital, the
subscribers to the memorandum become holders
of the initial shares; and
(e) the persons named in the articles of association
as proposed directors, are deemed to have been
appointed to that office.
Deleted the part of sub-sec 2 where it was
stated that the company shall be a body
corporate having a common seal, but with
such liability on the part of the members to
contribute to the assets of the company in the
event of its being wound up as is mentioned in
this Ordinance.
146 19
Commencement of business by a public company The certificate of commencement of business
shall have the effect from the date on which it
is issued and is conclusive evidence that the
company is entitled to start its operations and
exercise any borrowing powers
Explanation included “minimum subscription”
means the amount, if any, fixed by the
memorandum or articles of association as minimum
subscription upon which the directors may proceed
to allotment or if no amount is so fixed and
specified, the whole amount of the share capital
other than that issued or agreed to be issued as
paid up otherwise than in cash
certificate shall be conclusive evidence that the
company is entitled to start its operations
The section shall not apply to a private
company converted from public.
Explaination of Minimum Subscription has
been added.
20
Consequences of non compliance of Sec 19 Sections splited - Penality changed

142 21
Registered office of company A company shall as from the day on which it
begins to carry on business, or as from the
twenty-eighth day after the date of its
incorporation, whichever is the earlier, have a
registered office to which all communications
and notices may be addressed
A company shall have a registered office to
which all communications and notices shall be
addressed and within a period of thirty days of
its incorporation notify to the Registrar in a
specified manner
Provisio included "Provided that the change of
registered office of a company from-
(a) one city in a Province to another; or
(b) a city to another in any part of Pakistan not
forming part of a Province;
shall require approval of general meeting through
special resolution."
Period of having registered office has changed
Penality changed
Special Resolution provisio has been added.
143 22
Publication of name by a company display its name, outside the registered office Certificate of incorporation has to be displayed. Presentation changes
23 Company may have common seal Rearragement
144 24 Penalties for non-publication of name Penality increased
145 25
Publication of authorised as well as paid-up capital Capital Clarity
26
Business and objects of a company Explanation included—“principal line of business”
means the business in which substantial assets are
held or likely to be held or substantial revenue is
earned or likely to be earned by a company,
whichever is higher.
New section introduced. Explaination
regarding principle line of business has been
included.
16 27
Memorandum of company limited by shares
Clause (iii) of sub-sec (a) states that
memorendum shall state the object of the
company
Clause (iii) of sub-sec (a) states that
memorendum shall state the principle line of
the business
New Sub-clauses added.
(a) the existing companies shall continue with their
existing memorandum of association and the
object stated at serial number 1 of the object clause
shall be treated as the principal line of business;
(b) if the object stated at serial number 1 of the
object clause is not the principal line of business of
the company, it shall be required to intimate to the
registrar their principal line of business within such
time from commencement of this Act and in the
form as may be specified. A revised copy of the
memorandum of association indicating therein its
principal business at serial number 1 of the object
clause shall also be furnished to the registrar; and
(c) the existing companies or the companies to be
formed to carry on or engage in any business which
is subject to a licence or registration, permission or
approval shall mention the businesses as required
under the respective law and the rules and
regulations made thereunder;
The object clause has been altered.
Concept of Principle line of business has been
introduced.
17 28
Memorandum of company limited by guarantee No Change
18 29
Memorandum of unlimited company Word unlimited has been added in the name of the
company.
30
Borrowing powers to be part of memorandum
19 31
Memorandum to be printed, signed and dated
Title is "Printing, signature etc of
memorendum".
Separate sec formed by seperating the sub-sec
2
Title is "Memorandum to be printed, signed
and dated".
"Borrowing powers to be part of
memorendum" a separate sec No. 32 formed
from Sub sec 2 of the old ordinance
Small change in title.
Addition of words "in a manner generally
acceptable" following the word "printed" in sub-sec
a.
Sub-sec 2 has been assigned a separate Sec No.
32.

21 32
Alteration of Memorandum
Ordinance contained clauses a to g of sub sec 1
stating the conditions in which the company
may change its memorendum.
Similarly sub-sec 3 stated certain conditions
about which commission must be satisfied
before confirming the alteration.
The conditions contained in the clauses a to g
have been deleted.
Clause a of sub-sec 3 regarding "the notice to
the debenture holders or others whose interest
is affected by alteration" has been deleted.
Provisions of Sec 24 and 25 has been merged
with the provisions of this sec with the change
in the limit of days in which the order of
alteration from the commission and the altered
memorendum is to be filed with the registrar.
Provisio to Sub-section 2 has been added
"Provided that an alteration so as to change its
principal line of business shall not require
confirmation by the Commission"
The conditions contained in the clauses A to G have
been deleted.
Clause A of sub-sec 3 regarding "the notice to the
debenture holders or others whose interest is
affected by alteration" has been deleted.
Provisions of Sec 24 and 25 has been merged with
the provisions of this sec with the change in the
limit of days (90 days) in which the order of
alteration from the commission (7 days) and the
altered memorendum (15 days)is to be filed with
the registrar.
Sec No. in new act is 34
Rules included in ACT
22 33
Powers of Commission when confirming alteration
- -
The Commission may make an order confirming the
alteration on such terms and conditions as it thinks
fit and make such order as to costs as it thinks
proper
No change
23 34
Exercise of discretion by Commission
- -
No change.
34 35
Effect of alteration in memorandum or articles
- Merged in Sec 34 in new act Rearrangment
26 36
Registration of articles The ordinance did not included the panelty
clause in case of contravension of the
provisions of its articles.
Panelty clause added as sub-sec 7
Panelty clause added as sub-sec 7.
27 37
Articles to be printed, signed and dated
Title is "Printing, signature, etc., of articles"
Contained clause b stating that the artiles shall
be divided into paragraphs and clause d
stating that articles should be dated.
Title is "Articles to be printed, signed and
dated".
Clauses stating the requirement of articles to
be into paragraph and dated have been
deleted.
Small change in title.
Addition of words "in a manner generally
acceptable" following the word "printed" in sub-sec
a.
Clauses stating the requirement of articles to be
into paragraph and dated have been deleted.
28 38
Alteration of articles
- -
Sub-Section 2 has been added "A copy of the
articles of association as altered shall, within thirty
days from the date of passing of the resolution, be
filed by the company with the registrar and he shall
register the same and thenceforth the articles so
filed shall be the articles of the company"
35 39
Copies of memorandum and articles to be given to
members
Sub-sec 2 is the panelty clause in which the
maximum amount of Rs. 100 is prescribed as
panelty in case of non compliance of the
provisions regarding the provision of copies of
memorendum and articles to the members
Sub-sec 2 states a specific scale for panelty in
case of non compliance of provision of copies
of memorendum and articles to the members
i.e. level 1 on the standard scale
Penalty clause altered.

36 40
Alteration of memorandum or articles to be noted in
every copy
Sub-sec 2 is the panelty clause in which the
maximum amount of Rs. 1000 is prescribed as
panelty in case a copy of memorendum or
article issued after alteration does not contain
the affect of alteration.
Sub-sec 2 states a specific scale for panelty in
case a copy of memorendum or article issued
after alteration does not contain the affect of
alteration. i.e. level 1 on standard scale.
Panelty clause altered.
29 41
Form of memorandum and articles
Location where forms are located is mentioned
i.e. in the tables B, C, D, E in First Schedule.
Location where forms are located has not yet
been mentioned
Location where forms are located is mentioned i.e.
in the tables B, C, D, E in First Schedule.
Location of forms in ordinance not mentioned
yet.
42 42
Power to dispense with "Limited" in the name of
charitable and other Companies
Provisions were written in a precised way.
The effect of revocation was that the registrar
will again enter the words "Limited" with the
name.
Provisions are written in detail and in a
simplified way. A separate section for the effect
of revocation has been formed according to
which an association not complying with the
provisions of this section may be given the
orders of winding up by the commission and
panelty of standard scale ii shall be imposed
Sub-clause (c) of Sub-section 1 is added:
"such company’s objects and activities are not and
shall not, at any time, be against the laws, public
order, security, sovereignty and national interests of
Pakistan"
Sub-Section 3 is added:
Memorandum and articles of association of a
company, licenced under this section, shall be in
accordance with the form set out in Table F in the
First Schedule or as near thereto as circumstances
admit and approved by the Commission.
Sub-clause (c), (d) and (e) has been added to Sub-
section 5.
(c) affairs of the company are conducted in a
manner prejudicial to public interest; or
(d) the company has made a default in filing with
the registrar its financial statements or annual
returns for immediately preceding two consecutive
financial years; or
(e) the company has acted against the interest,
sovereignty and integrity of Pakistan, the security of
the State and friendly relations with foreign States;
Detailed but simplified provisions. Effect of
revocation of license changed and assigned a
separate section 45. Section 46 regarding
panelty inserted.
43 Effect of revocation of licence Detailed procedures has been defined. New section has been introduced.
44 Penalty
43 45
Provision as to companies limited by guarantee
-
Sub-sec 1 inserted, which states that a
company limited by guarantee may have share
capital.
Sub-sec 1 inserted, which states that "a
company limited by guarantee may have share
capital."
44 46
Conversion of public company into private company
and vice-versa
No public company shall, except with the prior
approval of the Commission in writing, and
subject to such conditions as may be imposed
by the Commission in this behalf, convert itself
into a private company.
A public company may be converted into a
private company with the prior approval of the
Commission in writing, by passing a special
resolution, amending its memorandum and
articles of association, in such a manner that
they include the provisions relating to a private
company in the articles and complying with all
the requirements as may be specified.
Provisio to Sub-section 1 has been added.
"Provided that in case of conversion of a listed
company into a private company, the Commission
shall give notice of every application made to it, to
the securities exchange and shall take into
consideration the representation if any, made to it
by the securities exchange"
Also procedural rules are added in the Act.
Steps to be taken for conversion have been
prescribed e.g. special resolution and
amendments in the memorendum and articles.
More detailed.
An additional section formed for the provisions
of Conversion of private co. into SMC and vice
versa (Sec 49).
additional sec formed for the provisions
related to the conversion of unlimited co as
limited co. (Sec 50).
Addition of sec related to conversion of a
company limited by guarantee to a company
limited by shares and vice versa (Sec 51).

47
Conversion of status of private company into a
Single Member Company and vice-versa
with the approval of the Registrar by passing a
special resolution
file with the Registrar special resolution along
with amended copy of the memorandum and
articles of association
Procedural rules has been added in the Act. New section
48
Conversion of status of unlimited company as limited
company and vice-versa
with the approval of the Registrar by passing a
special resolution, amending its memorandum
and articles
49
Conversion of a company limited by guarantee to a
company limited by shares and vice-versa
file with the Registrar special resolution along
with amended copy of the memorandum and
articles of association
50
Issue of certificate on conversion of status of a
company
registrar shall issue issue a certificate to meet
the circumstances
same as 2016 New section
110 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 conversion of status to
a limited company
same as 2016 Scope expanded
46 52
Consequence of default in complying with conditions
constituting a company a private company
the company shall cease to be entitled to the
privileges and exemptions conferred on private
companies by or under this Act and this Act
shall apply to the company as if it were not a
private company
No Change
48 53
Service of documents on a company
A document may be served on a company or
an officer thereof by sending it to the company
or officer at the registered office of the
company by post under a certificate of posting
or by registered post, or by leaving it at the
registered office of the company.
A document or information may be served on
the company or any of its officers at the
registered office of the company against an
acknowledgement or by post or courier service
or through electronic means or in any other
manner as may be specified.
same as 2016
Documents served through electric means
included in the media.
49 54
Service documents on Commission or the Registrar
Title is "Service documents on registrar"
Title is "Service documents on Commission or
the Registrar"
Service of documents to commission added.
Electronic media added
Sec. No. changed to 56.
50 55
Service of notice on a member
Electronic media was not included Electronic media included
Electronic media included.
Sec. No. 57
51 56
Authentication of documents and proceedings
- -
authentication by a company may be signed either
by an officer or a representative authorized by the
board.
No change.
52 57 Prospectus Issue date is date of publication same as 2016 New procedural clarification
Prospectus Filed with the Registrar a copy thereof signed
by every person who is named therein as a
director or proposed director
same as 2016 New procedural clarification
90 58
Classes and kinds of share capital.- Two sections of "classes" and "fully paid shares
merged" here
same as 2016 Presentation changes
108 59
Variation of shareholder’s rights The variation of the right of shareholders of any
class shall be effected only in the manner laid down
in section 38
60
Numbering of shares Proviso for further specification of documents,
power assumed
Clarified and sumarized
89 61
Nature of shares or other securities.- The shares or other securities of any member in a
company shall be movable property transferable in
the manner provided by the articles of the
company
scope increased

62
Shares certificate to be evidence.- Two additional paras for procedural
clarification .
1. Form of such certificate
2. book entry form = evidence
same as 2016 Presentation changes
63
Issue of debentures.- legislative authority and to assume power for
further reference
A company may issue different kinds of debentures
having different classes, rights and privileges as
may be specified.
New Section
118 64
Payment of certain debts out of assets subject to
floating charge in priority to claims under the charge
preferential payments to be paid in priority to all
other debts, shall be paid forthwith out of any
assets coming to the hands of the receiver
No Change
119 65 Powers and liabilities of trustee. slight correction & clarification
120 66
Issue of securities and redeemable capital not based
on interest
Sub-section 3 has been added.
The terms and conditions for the issue of
instruments or certificates of redeemable capital
and the rights of their holders shall not be
challenged or questioned by the company or any of
its shareholders unless repugnant to any provision
of this Act or any other law or the memorandum or
articles or any resolution of the general meeting or
directors of the company or any other document.
Sub-section 3 has been added.
67 67
Application for, and allotment of, shares and
debentures
Fine which may extend to ten thousand rupees Fine of level 2 on the
standard scale.
Penality Changed
71 68
Repayment of money received for shares not allotted Within ten days of the date of such
decision
fifteen days of the closure of the subscription
lists
same as 2016 Days for refund extension
Repayment of money received for shares not allotted 1.5 % or one hundred rupees for every day 2% or to a fine of level 3 on the standard scale. same as 2016 Penality increase
72 69
Allotment of shares and other securities to be dealt
in on securities exchange
shares and debentures shares and other securities same as 2016 scope expended and clarifies
listing permission, has not been applied for or has
not been granted
Five thousand rupees fine of level 3 on the
standard scale.
same as 2016 Penality Changed
deposited and kept in a separate bank account Fine not exceeding five thousand rupees fine of level 2 on the
standard scale.
same as 2016 Penality Changed
shares allotted as paid up in cash Produce
for the inspection and examination of the
registrar a contract in writing
constituting the title of the allottee
a certificate from its auditor to the effect same as 2016 Power delegated to Auditor.
shares allotted as paid up otherwise than in cash contract in writing
constituting the title of the allottee
document evidencing the transfer along with
copy of the valuation report
same as 2016 Additional requirement
First allotment No return for the shares taken by the
subscribers
same as 2016 Clarification
five hundred rupees for every day fine of level 1 on the standard scale same as 2016 Penality Changed
73 70 Return as to Allotments Within ninety days after the allotment Thirty days after the allotment Forty Fives after the allotment Time limit reduced
74 71
Limitation of time for issue of certificates (1) Every company shall issue certificates of shares
or other securities within thirty days after the
allotment of any of its shares or other securities and
ensure delivery of the certificates to the person
entitled thereto at his registered address.
Newly added
72
Issuance of shares in book-entry form Every existing company shall be required to replace
its physical shares with book-entry form in a
manner as may be specified and from the date
notified by the Commission, within a period not
exceeding four years from the commencement of
this Act: Further Extension of 2 years allowed.

Conversion of shares into de-mat form. Within a period of four years from the
commencement of this Act
same as 2016 New section introduced
75 73
Duplicate certificates shares,
debentures or debenture stock-
within forty-five days
shares, or other securities
within thirty days
same as 2016 Time limit reduced
Duplicate certificates fee Not charge fee May charge fee same as 2016 Fee Admisibility
Duplicate certificates to defruad Compnay:
twenty thousand rupees
Officer:
Imprisonment six months, or with fine which
may extend to ten thousand rupees, or with
both.
Compnay:
one hundred thousand rupees
Officer:
Imprisonment six months, or with fine which
may extend to fifty thousand rupees, or with
both.
same as 2016
76 74
Transfer of shares and other securities Complete process within fifteen days after the
application for the registration.
For Central Depository: within ten days
Provided further that nothing in this section shall
apply to any transfer of shares or other securities
pursuant to a transaction executed on the securities
exchange.
Clarification, Time limit introduced
Filing of documents through intermediaries Person may avail services of intermediary for
filling.
same as 2016 New Section
77 75
Directors not to refuse transfer of shares shall within thirty days notify the defect or
invalidity
shall within fifteen days notify the defect or
invalidity
Word Director changed with Board Rectified
76
Restriction on transfer of shares by the members of a
private company.-
Offer shares for sale to the members in
proportion to their existing shareholding
Provided that a private company may transfer or
sell its shares in accordance with its articles of
association and agreement among the
shareholders, if any, entered into prior to the
commencement of this Act. Provided further that
any such agreement will be valid only if it is filed
with the registrar within ninety days of the
commencement of this Act.
New Section
78 77 Notice of refusal to transfer. Within thirty days Within fifteen days same as 2016 Time limit reduced
79 78
Transfer to successor-in-interest Supported by a document
evidencing nomination or lawful award
Supported by succession certificate or by
lawful award,
same as 2016 Clarified
80 79
Transfer to nominee of a deceased member.- ` The person nominated under this section shall, after
the death of the member, be deemed as a member
of company till the shares are transferred to the
legal heirs and if the deceased was a director of the
company, not being a listed company, the nominee
shall also act as director of the company to protect
the interest of the legal heirs.
New Proviso
Transfer to nominee of a deceased member.- nominated including a step or adopted child nominated not including a step or adopted
child
same as 2016 Scope limit
78A 80
Appeal against refusal for registration of transfer. Two months of the in which refusal is required
to be received
Appeal to the Commission within a period of
sixty days of the date of refusal
same as 2016 Clarified
83 81
Application of premium received on issue of shares.- Application restricted:
- not to apply for premium on debentures
same as 2016 Scope limit

84 82
Power to issue shares at a discount Resolution passed in general meeting of the
company and must be sanctioned by
the Commission
Authorised by special resolution
No approval is required for discount of 10% to
par value, whose market price per share
remained below for the past 90 trading days
than the price per share proposed to be
issued.
No sanction: if the price per share, below
--90% of volume weighted average closing
price of shares of listed company for 90 days
prior to announcement of discount issue
--breakup value per share based on assets
(c)in case of listed companies discount shall only be
allowed if the market price is lower than the par
value of the shares for a continuous period of past
ninety trading days immediately preceding the date
of announcement by the board
Increased Requirement
Power to issue shares at a discount directors and sponsors shall be required to
subscribe their portion of proposed issue at
market price prevailing on the day of decision
of board of directors to issue shares at
discount.
increased requirement
Power to issue shares at a discount Not less than one year must at the date of
issue have elapsed since the
date on which the company was entitled to
commence business
not less than three years have elapsed since
the date on which the company was entitled to
commence business.
increased requirement
86 83
Further issue of capital the letter of offer shall state the number of
shares offered and limiting a time not being
less than fifteen days and not exceeding thirty
days from the date of the offer within which
the offer, if not accepted, shall be deemed to
have been declined
(i) the shares so offered shall be strictly in
proportion to the shares already held in respective
kinds and classes.
(iv) if the whole or any part of the shares offered
under this section is declined or is not subscribed,
the directors may allot such shares in such manner
as they may deem fit within a period of thirty days
such manner as they may deem fit within a period
of thirty days from the close of the offer as
provided under sub-clause (ii) above or within such
extended time not exceeding thirty day with the
approval of the Commission
Clarification
Further issue of capital Copy of letter of offer signed by at least two
directors shall also reached to registrar before
comencement of acceptance period
same as 2016 Aditional requirement
Conversion of loan into shares Conversion of member's loan to shares will be
authorized by special resolution.
government's
same as 2016 Aditional requirement
84
Prohibition on acceptance of deposits from public.- Government may prescribe the limits to invite
subscription.
Unconditional restriction. Penality amount and
imprisonment increased for default
Explanation: For the purposes of this section,
“deposit” means any deposit of money with, and
includes any amount borrowed by, a company, but
shall not include a loan raised by issue of
debentures or a loan obtained from a banking
company or financial institution or an advance
against sale of goods or provision of services in the
ordinary course of business.
Clarified
85
Power of company to alter its share capital.- word "authorized" capital is mentioned Clarified
95 86
Prohibition of purchase by company or giving of
loans by it for purchase of its shares
No company
shall have power to buy its own shares
No company (other than listed)
shall have power to buy its own shares
Word Prohibition added

95 87
Subsidiary company not to hold shares in its holding
company.
Such allotment or transfer of shares of a
company shall be void
Proviso: Provided also that the provisions of this
section shall not be applicable where such shares
are held by a company by operation of law.
95A 88
Power of a company to purchase its own shares.- Shares purchased cancelled or held as
"treasury shares".
Procedural Changes
96 89 Reduction of share capital No Change
99 90
Objection by creditors and settlement of list of
objecting creditors
No Change
100 91
Power to dispense with consent of creditor on
security being given for his debt
No Change
101 92 Order confirming reduction No Change
102 93 Registration of order of reduction clarified
104 94
Liability of members in respect of reduced shares No Change
105 95
Penalty on concealment of name of creditor No Change
106 96 Publication of reasons for reduction No Change
107 97
Increase and reduction of share capital in case of a
company limited by guarantee having a share capital
No Change
111 98
Limited company may have directors with unlimited
liability
No Change
112 99
Special resolution of limited company making liability
of directors unlimited
No Change
121 100
Requirement to register a mortgage or charge Time for registration is extended from 21 to 30
days
Explanation: For the purposes of this Act “charge”
includes mortgage or pledge.
Time extented
Requirement to register a mortgage or charge subsequent registration of a mortgage or
charge shall not prejudice any right acquired in
respect of any property before the mortgage
or charge is actually registered.
same as 2016 clarified
123 101
Particulars in case of series of debentures entitling
holders pari passu
Time for registration is extended from 21 to 30
days
same as 2016
125 102
Register of charges to be kept by Registrar Sumarized
126 103
Index to register of mortgages and charges No Change
128 104
Endorsement of certificate of registration on
debenture or certificate of debenture stock
Provided that in case the certificate of debenture or
debenture stock is issued in the book-entry form,
appropriate disclosure in pursuance of this section
shall be made in the manner as may be specified
No Change
129 105
Duty of company and right of interested party as
regards registration.—
Correction
131 106
Modification in the particulars of mortgage or charge No Change
130 107
Copy of instrument creating mortgage or charge to
be kept at registered office
No Change
131 108
Rectification of register of mortgages Certified Copy of the order of the
[Commission] passed shall be filed with the
registrar within
twenty-one
days.
forwarded to the concerned Registrar within
seven days from the date of the order
same as 2016 Time limit reduced and presentation of section
changed
132 109
Company to report satisfaction of charge.- Time for registration is extended from 21 to 30
days
same as 2016 Correction & presentation changes

133 110
Power of Registrar to make entries of satisfaction
and release in absence of intimation from company
Registrar must inform the parties concerned, same as 2016
134 111 Punishment for contravention No Change
135 112
Company’s register of mortgages and charges.- clarifcation & sumarized
137 113
Registration of appointment of receiver or manager.- Within fifteen day file notice of the fact with
the
registrar
within seven days
Ceases to act as such give the Registrar a
notice to that effect
same as 2016
138 114 Filing of accounts of receiver or manager No Change
139 115
Disqualification for appointment as receiver or
manager
No Change
140 116 Application to Court No Change
141 117
Power of Court to fix remuneration of receiver or
manager
No Change
2 118 Member of a company
1-Subscriber to memorandum
2-Shareholder with voting power
1- Subscriber to memorandum on registration
2- Shareholder
same as 2016
1-Voting power does not matter to become a
member
147 119 Register of Members Particulars Name etc. Particulars (new additions) same as 2016
Particulars increased
Penalty changed
147 120 Index of members >50 members, create index >50 members, create index same as 2016 Penalty changed
148 121 Trust not to be entered on register No change
149 122 Register of Debenture holders Particulars Name etc. Particulars (new additions)
Particulars increased ( CNIC No. passport
number etc.)
Penalty changed
149 123 Index of debenture holders >50 members, create index >50 members, create index Contravention shall be an Punishable Offence Penalty changed
150 124 Right to inspect and require copies
Register or index shall be provided with 10
days after request
Register or index shall be provided with 5 days
after request
Manner in which request for register or index
made added (specified particulars for request)
Copies shall be issued within 7 days
Days for the provision of register or index
changed
Penalty changed
151 125 Power to close register
45 days in one year
30 days at one time
7 days previous notice by advertisement
15 days (at one period or in whole)
Extendable to further 30 days on application to
registrar.
30 days (at one period or in whole)
registrar.
Days altered
152 126 Power to rectify register
Application to court
Application to amend the register of member
& debenture holder
Application to commission
Application to amend the register of member
& redeemable security holder
Subsection 4: (4) Where the Court has passed an
order under sub-section (3) that prima facie entry in
or omission from, the register of members or the
register of debenture-holders the name or other
particulars of any person, was made fraudulently or
without sufficient cause, the Court may send a
reference for adjudication of offence under section
127 to the court as provided under section 482.
Scope enhance by adding the word of
redeemable securities instead of debenture
holders
153 127
Punishment for Fraudulent entries in and omission
from register
one year imprisonment
Rupees 10,000
Two year imprisonment
Rupees 1 Million
Imprisonment may extend to Three years,
Rupees 1 Million or both
Penalty changed
154 128 Notice to Registrar of rectification of register No Change
155 129 Register to be evidence No Change

156 130 Annual list of members
In case of listed co. with 45 days from the date
of AGM or from the last date of calendar year.
In case of other company within 30 days Form
the date of AGM or from the last date of
calendar year
registrar by listed co.
In both cases (listed or unlisted) 30 days,
extension of 15 days only in case of listed
company
(5)Nothing in this section shall apply to a company,
in case there is no change of particulars in the last
annual return filed with the registrar:
Days and penalty changed
157 131 Statutory Meeting
After 3 months and before 6 months form the
date of commencement of the business
Send at least 21 days
Signed by 3 directors (one Chief Executive)
Summary of receipts and payment up to the
date with 7 days prior to the date of statutory
report
Within 6 month form the date of
commencement or 9 months form the date of
incorporation, which ever is earlier
Send at least 14 days
Signed by 2 directors
Summary of receipts and payment up to the
date with 15 days prior to the date of statutory
report
Notice of Statutory meeting shall be sent to
members atleast 21 days before meeting.
1-Period of holding of statutory meeting
2-notice period
3-certification
4- Period of the summary of receipts and
payments
5-Penality
158 132 Annual General Meeting
1-AGM shall be conducted in the in town
where the registered office is situated
2-21 days notice
1-SMC excluded
2-AGM shall be conducted in the town where
the registered office is situated of in the
nearest city
3-If member holding 10 % or such % as may be
specified of the total paid up capital are
resident in a city - video link facility.
4- 14 days notice
AGM to be held atleast 16 months of the
incorporation.
Notice shall be sent atleast 21 days before.
1- Amendment in the place of holding of AGM
2- 14 days notice
3- video link facility
4- Penalties change
159 133 Calling of Extra Ordinary General Meeting
If the co. has no share capital Board shall call
the meeting on the requisition made by not
less than 1/10 of the total number of members
same as 2016 No Change
160 134 Provision as to meeting and votes
On poll votes may be given either personally
or through proxy
On poll votes may be given either personally
or through proxy or through video link or
through e ballot or postal ballot
(b) in case of a listed company, if certain members
who hold ten percent of the total paid up capital or
such other percentage as may be specified, reside
in a city, it shall be mentioned in the notice that
such members, may demand the company to
provide them the facility of video-link to for
attending the meeting.
(10) Notwithstanding anything contained in this Act,
the Commission shall have the power to notify any
business requiring the approval of the members
shall only be transacted through postal ballot for
any company or class of companies.
(11) All the requirements of this Act regarding
calling of, holding and
approval in general meeting, board meeting and
election of directors in case of a single member
company, shall be deemed complied with; if the
decision is recorded in the relevant minutes book
and signed by the sole member or sole director as
the case may be.
1- The addition of "director" is made in the list
of persons to whom the notice of the meeting
shall be given
2- On polls votes may be casted through e-
ballots , postal ballots or video link
3- Penalties changed
4- Relevant rules included Act.

160 135 Quorum of the general meeting
1-Quorum in the case of a single member
company, single member present in person or
by proxy
2- If quorum is not present within half an hour
of the adjourned meeting member not less
than 2 shall be Quorum
1-Quorum in case of a company limited by
shares or guarantee and having only one
member for the time being, such member
present personally
2- If quorum is not present within half an hour
of the adjourned meeting, incase of listed
company not less than 10 or in other case not
less than 2 shall be quorum
1-Concept of video link introduced ( present
personally or through proxy or through video
link)
2-SMC concept has been eliminated and a new
concept of a company limited by share or
guarantee having only one member for the
time being has been introduced.
3- Minimum quorum at the adjourned meeting
has changed
4- Penalty changed
160A 136
Circumstances in which proceedings of a general
meeting may be declared invalid
161 137 Proxy
In calculating the period of 48 hours ,no
account shall be taken of any part of the day
that is not a working day
1-Penality changed
2- Calculation of 48 hours before the meeting
excludes non working day
162 138
Representation of Body Corporate or Corporations at
meetings
By adding the word resolution of the directors
or other governing body
163 139
Representation of Federal Government at meetings
of companies
164 140 Notice of Resolution
1- Member having 10% voting power can
propose resolution
1-The notice of a general meeting of a
company shall state the general nature of each
business proposed to be considered and dealt
with at a meeting
2- Member having 15% voting power can
propose resolution
Member having 10% voting power can propose
resolution.
1-Notice of the meeting changed
2- %age of members to present the draft
resolution to the company changed
3- Penalties changed
165 141 Voting to be by show of hands in first instance
At any general meeting, a resolution put to the
vote of the meeting shall, unless a poll is
demanded, be decided on a show of hands.
166 142 Declaration by Chairman on show of hands
Is conclusive evidence of that fact without proof of
the number or proportion of
the votes recorded in favour of or against the
resolution
No change
167 143 Demand for poll
Demand for poll can be made in case of:
1- Public Co 5 members
2- Private Co not more than 7 members 1
member
3-Private co. more than 7 member 2 persons
4-Effected class or specified class 1/10 of
members
Member having 1/10 of total voting power can
demand poll present in person or through
video link or through proxy
same as 2016
Number of members required for demand of
poll changed
144 Poll through secret ballot
Notwithstanding anything contained in this Act,
when a poll is demanded on any resolution, it may
be ordered to be taken by the chairman of the
meeting by secret ballot of his own motion, and
shall be ordered to be taken by him on a demand
made in that behalf by the members present in
person, through video-link or by proxy, where
allowed, and having not less than one-tenth of the
total voting power.
168 145 Time of taking poll
A poll demanded on the election of a chairman or
on a question of adjournment shall be taken
forthwith and a poll demanded on any other
question shall be taken at such time, not more than
fourteen days from the day on which it is
demanded

169 146 Resolutions passed at adjourned meeting
be treated as having been passed on the date on
which it was in fact passed, and shall not be
deemed to have been passed on any earlier date.
170 147 Power of Commission to call meetings
Either of its own motion or on the application of
any director or member of the company, call, or
direct the calling of, the said meeting of the
company in such manner as the Commission may
think fit
171 148
Punishment for default in complying with the
provisions of Sec 149
Penalty changed
149
Passing of resolution by the members through
circulation
the members of a private company or a public
unlisted company (having not more than fifty
members), may pass a resolution (ordinary or
special) by circulation signed by all the members for
the time being entitled to receive notice of a
meeting.
Provisions relation to the meeting and vote in SMC
In a SMC, all the requirements of this Act
regarding calling of, holding and approval in
general meeting, Board meeting and election
of directors, shall be deemed complied with; if
the decision is recorded in the relevant minutes
book and signed by the sole member or sole
director as the case may be.
172 150 Filling of a resolution
Resolution should be authenticated by the
Chief executive and sectary for filling with the
registrar
Resolution should be authenticated by the
director and sectary for filling with the registrar
same as 2016
Change is made in the authority to authorize
the resolution for filling with the registrar
(company sectary to director)
Penalty changes
173 151 Record of resolution and meetings
Record to be held in physical form for atleast 20
years.
Heading changed form "record of the
proceeding of the general meeting and the
meeting of the directors" to "record of
resolution and meetings"
Penalty changed
173 152 Inspection of records of resolutions and meetings
Open to inspection by members without charge
during business hours
187 153
Ineligibility of certain persons to become director
Does not hold NTN as per ITO, 2001.
i) a member which is not a natural person
iv) other special interests by virtue of
contractual arrangements
174 154
Minimum number of directors of a company a listed company shall have not less than seven
directors
Only a natural person shall be a director
155
Number of directorships
Directorship of maximum 7 listed companies
including alternate directorship. (but excluding
a listed subsidiary)
Person shall ensure compliance within one year
from commencement of this Act.
Casual vacancy is to be filled within 30 days Casual vacancy is to be filled within 90 days
Director should, apart from other
requirements, also hold a NTN in case he is an
elected director.
Minimum number of directors for listed
companies has been clarified.
Maximum concurrent directorships is specified
to minimize conflict of interest and market
manipulation.

156
Compliance with the Code of Corporate Governance
All listed companies shall adopt and ensure
compliance with the Code of Corporate
Governance specified by the Commission.
same as 2016 Compliance of CCG is ensured.
176 157
First directors and their term
All subscribers of the memorandum who are
natural persons shall be deemed to be the first
directors of the company until number and
names of first directors is determined.
The number may be increased by appointing
additional directors in a general meeting. The
first directors shall hold office until first AGM.
177 158
Retirement of first directors
First directors shall retire on first AGM (hold
office until successors are elected)
The holding of annual general meeting or extra
ordinary general meeting, as the case may be, shall
not be delayed for more than ninety days from the
due date of the meeting or such extended time as
may be allowed by the registrar.
Report impeding circumstances to registrar 45
days before due date if holding of election is
impossible.
178 159
Procedure for election of directors
Directors shall fix number of directors to be
elected atleast 28 days before the meeting.
Directors shall fix number of directors to be elected
atleast 35 days before the meeting.
Reduced days from 35 to 28.
Notices to contest election of directors shall be
transmitted to the members in the same
manner as for sending of a notice of general
meeting. Listed company shall publish in
English and Urdu languages at least in one
issue each of a daily newspaper having wide
circulation
Clarified.
The directors of a company limited by
guarantee and not having share capital shall
be elected by members of the company in
general meeting.
Clarified.
179 160
Powers of the Court to declare election of directors
invalid
members holding not less than fifteen percent
of the voting power in the company
same as 2016 Reduced percentage from 20 to 15
180 161
Term of Office of Director Term of office of directors of a company
limited by guarantee and not having share
capital may be a period of less than three years
as provided in the articles of association of a
company.
same as 2016
Term of Directors of Company limited by
Guarantee and not having share capital is
clarified.
178 162
Fresh election of directors
A person having the requisite shareholding for
being a director can require the non-listed
company to hold fresh elections with same
number of directors.
same as 2016
The Board shall proceed to hold fresh election
within one month of receip of request.
181 163
Removal of directors resolution relates to removal of a director
appointed under section 157, 159 or section 163
or where the directors were elected
unopposed.
same as 2016
Directors elected unopposed are classified with
unelected directors.
The number of directors and the names of the first
directors shall be determined by the subscribers of
the memorandum and their particulars specified
under section 197 shall be submitted along with the
documents for the incorporation of the company.
Subscribers are also first directors and the
number of first directors can be increased.
Reporting time period is increased from 15 to
45 days.
Right of substantial holder to be a director is
established.

182 164
Nominee directors
A body corporate or corporation owned or
controlled by the Federal Government or a
Provincial Government may also have directors
nominated on the Board of Directors of a
company to whom such corporation or
company has extended credit facilities.
same as 2016
A body corporate or corporation owned or
controlled by the Government may also
Nominee Directors.
183 165
Certain provisions not to apply to directors
representing special interests
Director nominated by Federal Govt., Provincial
Govt. or Commission by virtue of Investment.
same as 2016
For the purpose of nominating directors
referred to in clause (b), (c) and (d), the number
of votes computed in the manner laid down in
sub-section (5) of section 161 as are
proportionate to the number of votes required
to elect the director if they had offered
themselves for election, shall stand excluded
from the
total number of votes available to the
nominating body at an election of
directors,which may be proportionate to their
voting power required to elect directors at an
election of directors of a company:
same as 2016
Total votes available shall be reduced by the
votes required to get the (nominee) director
elected as if he had contested the election.
Term of office shall be determined by the
nominating body.
166
Manner of selection of independent directors and
maintenance
of databank of independent directors
Shall be selected from a data bank containing
names, addresses and qualifications of persons who
are eligible and willing to act as independent
directors.
Newly added
184 167
Consent to act as director to be filed with Registrar Consent to act as director is to be given in
writing to the Company.
Consent given to the company by director shall be
filed to the registrar within 15 days
185 168
Validity of acts of directors The acts of a person acting as a director are
valid notwithstanding that it is afterwards
discovered that there was a defect in his
appointment; or he was disqualified from
holding office; or he had ceased to hold such
office.
same as 2016 Defects are elaborated.
186 169
Penalties
shall be liable to a fine of level 2 on the
standard scale
same as 2016
Fine changed from 10,000 to level 2.
Dismissal from directorship is also excluded.
191 170
Restriction on director's remuneration
A director shall only be entitled to the meeting
fee, if he remains present from the
commencement till conclusion of the meeting
The remuneration to be paid to any director for
attending the meetings of the board or a
committee of directors shall not exceed the scale
approved by the company or the board
criteria for payment of meeting fee clarified.
188 171
Vacation of office by the directors
All the meetings of the Board of Directors held
during a period of twelve months
A director shall ipso facto cease to hold office he
absents himself from three consecutive meetings of
the board without seeking leave of absence
Fails to disclose his interest or acts in
contravention of the provisions of sec. 208 &
209 for any contracts or arrangements in which
he is directly or indirectly interested.
Vacation of office by the director elaborated.

172
Disqualification orders The Commission may disqualify a person to
hold the office of a director of a public interest
company for a period up to five years
beginning from the date of order in any of the
stated circumstances.
Simultaneous disqualification orders to run
concurrently
order on own motion or application of a
person
opportunity of being heard is provided.
orders shall be without prejudice to the power
of commission to take further action.
173
Personal liability for company’s debts where person
acts while disqualified
personally liable of all relevant debts of the
company if involved in management of
company after disqualification or the person
acting on the instructions of the disqualified
person.
Provided that where the decision is taken in the
board, the disqualified director shall be personally
responsible to the extent of proportionate amount
of liability so incurred.
the person personally liable shall be jointly and
severally liable with the company and other so
liable persons.
relevant debt explained. (debt incurred during
the period of default as in 1)
For the purposes of this section, a person is
involved in the management of a company, if
he is a director of the company or if he is
concerned, whether directly or indirectly or
takes part in the management of the
company.
192 174
Prohibition on assignment of office by directors
A director of any company shall not assign his
office to any other person and any such
appointment shall be void ab-initio.
No assignment of office.
189 175
Penalty for unqualified person acting as director
fine of level 1 on the standard scale
Fine changed from maximum of Rs. 200 per
day to level 1 on standard scale.
193 176
Proceedings of directors => the participation of the directors by video
conferencing or by other audio visual means
shall also be counted for the purposes of
quorum
=> if at any time, there are not enough
directors to form a quorum to fill a casual
vacancy, all the remaining directors shall be
deemed to constitute a quorum for this limited
purpose
Digital means are incorporated to conduct a
meeting and formation of quorum is carified
Quorum of non-listed companies shall be
stated in articles.
If quorum was not complete in case of listed
companies = Chairman and Directors,
If the directors of non-listed companies don’t
meet as per articles = Chief Executive and
Directors.
Persons liable are clarified.
Listed Company (level 2 on the standard scale) Fine Changed from 10,000+100 to level 2
Other Company (level 1 on the standard scale) Fine Changed from 2,000+50 to level 2
criteria for disqualification is defined

190 177
Ineligibility of bankrupt to act as director fine not exceeding one hundred thousand
rupees
178
Records of resolutions and meetings of directors Every Company shall keep record of all
resolutions passed by circulation and minutes
of board meetings.
Minutes authenticated by Chairman (current
meeting or next meeting) shall be evidence of
proceeding of meeting
Until contrary is proved, every meeting whose
minutes are made shall be deemed to have
been properly conducted.
Copy of minutes to be furnished to every
director
records at registered office for atleast 10 years.
fine of level 1 on the standard scale
179
Passing of resolution by the directors through
circulation
A resolution in writing signed by all the
directors or the committee of directors for the
time being shall be as valid and effectual as if it
had been passed at a meeting duly convened
and held.
Provided one third directors can require the
resolution to be passed in a meeting.
Resolution to be circulated to all directors
along with necessary papers
Resolution shall be part of the minutes of the
subsequent meeting
A directors’ agreement to a written resolution,
passed by circulation, once signified, may not
be revoked
Resolution to be circulated to all members
along with necessary papers
A members’ agreement to a written resolution,
passed by circulation, once signified, may not
be revoked
194 180
Liabilities of directors and officers (a) provisions of insurance undertaken by a
company on behalf of such officers of the company;
or
(b) qualifying third party indemnity provisions
undertaken by a company on behalf of such officers
of the company:
No Change.
181
Protection to independent and non-executive
directors
Independent director and non-executive
director shall be liable only for such acts of
ommissions which has occurred with his
knowledge, attributable through board
process, with his consent or where he has not
acted diligently.
Independent Director defined.
Non-Executive Director defined.
Details of passing a Board resolution through
circulation is explained.
Record keeping of meeting of Board of
Directors is detailed out in this section.
Liability of independent and non-executive
directors is clarified.

195 182
Loans to directors: requirement of members’
approval Company shall not make a loan or give a
guarantee or provide security for any loan to a
director (including holding company), his
relatives unless approved by members.
Loans provided to Chief Executive and whole
time director as part of his condition of service
or any members approved scheme shall not
fall under the ambit of this section
A company which provides loans and securities
or guarantees in normal course of business is
excluded.
Conditions of loan given has been replaced with
Approval of Commission
One Million + one year
fine increased from 5,000+6 months to 1
million+one year
196 183
Powers of Board
to approve annual or quartely or other
periodical accounts.
Resolution passed for sale, lease or dispose of
undertaking if not implemented within 1 year will
stand lapsed.
to incur capital expenditure on any single item
or dispose of a fixed asset in accordance with
the limits as may be specified
a listed company shall not sell or otherwise dispose
of the undertaking, which results in or may lead to
closure of business operation or winding up of the
company, without there being a viable alternate
business plan duly authenticated by the board.
to take over a company or acquire a
controlling or substantial stake in another
company
any other matter which may be prescribed
Undertaking defined
Sizable part defined
A person guilty of an offence under this section
shall be liable to a fine of level 2 on the
standard scale
197 184
Prohibition regarding making of political
contributions
fine of level 2 on the standard scale Utilization of assets is also prohibited Fine changed from 10,000 to level 2
fine of one million rupees Fine defined to be Rs. 1 million
197A 185
Prohibition regarding distribution of gifts A person guilty of an offence under this section
shall be liable on conviction to a fine of level 1
on the standard scale
Fine changed from maximum Rs. 500,000 to
level 1 on standard scale. The offender term is
more generalized.
198 186
Appointment of first chief executive
Excluded (other than a company managed by
a managing agent)
Notwithstanding anything contained in this section,
the Government shall have the power to nominate
chief executive of a public sector company in such
Every company shall have a Chief Executive.
199 187
Appointment of subsequent chief executive
Provided that the chief executive appointed
against a casual vacancy shall hold office till
the directors elected in the next election
appoint a chief executive.
Notwithstanding anything contained in this section,
the Government shall have the power to nominate
chief executive of a company where majority of
directors is nominated by the Government, in such
Term of office of Chief Executive in case of
casual vacancy is elaborated.
200 188
Terms of appointment of chief executive The terms and conditions of appointment of a chief
executive nominated by Government shall be
determined by the Government, in such manner as
may be specified
No Change.
201 189
Restriction on appointment of chief executive
No Change.
Powers of board are enhanced.
Fine changed from 100,000+individually and
severally liable for losses or damages to level 2
of standard scale.

202 190
Removal of chief executive Notwithstanding anything contained in this section,
the Government or an authority or a person
authorized by it shall have the power to remove
chief executive of a company where more than
seventy-five percent of the votingrights are held by
the Government.
No Change.
203 191
Chief executive not to engage in business competing
with company's business
No Change.
192
Chairman in a listed company
The board of a listed company shall within fourteen
days from the date of election of directors, appoint
a chairman from among the non-executive
directors who shall hold office for a period of three
years unless he earlier resigns, becomes ineligible
or disqualified under any provision of this Act or
removed by the directors
204 193
Penalty
Fine of level 2 on the standard scale
Fine is changed from maximum of Rs.10,000 to
level 2 on the standard scale.
204A 194
Public company required to have secretary
A public company must have a company
secretary; possessing prescribed qualification.
The classification of listed company and single
member company is replaced with public
company.
195
Listed company to have share registrar Every listed company shall have an
independent share registrar
Appointment of Legal Adviser
Company having paid-up capital of 10 million
or more shall have a legal advisor on
retainership basis (atleast one advocate)
Retainership fee of atleast Rs. 3,000
Maximum 3 concurrent legal advisorships.
Advocate = 3
Firm = 3 x partners
The Commission can exempt any Company or
class of companies.
fine of level 1 on standard scale.
206 196
Bar on appointment of sole purchase, sales agents
205 197
Register of directors, officers Where the Court has passed and order under sub-
section (6) that prima facie entry in or omission
from, the register of directors the name or other
particulars of any person, was made fraudulently or
without sufficient cause, the Court may send a
reference for adjudication of offence under
subsection (8) to the court as provided in section
482.
Contravention to above shall be punishable with
imprisonment for a term which may extend to three
years or with fine which may extend to one million
rupees, or with both
198 Rights to inspect
208 199
Term "investment" is explained more clarified
Return on such investment shall not be less
than the borrowing cost of the investing
company or six-months prevailing KIBOR
whichever is higher:
Return on such investment shall not be less than
the borrowing cost of the investing company or as
specified by the Commission whichever is higher:
Additional requirement
Terms of appointment of legal advisor are
detailed out.
Investments in associated companies and
undertaking

Investment is made after due diligence and
financial health of the borrowing company
Additional requirement
209 200
Investments of company to be held in its own name Register and inspection requirements Presentation change
210 201
Method of contracting signed by any person
acting under its authority, express or implied
and may affix common seal of the company Additional requirement
211 202
Execution of bills of exchange, promissory notes and
deeds
Accepted or endorsed in the name of, or by or
on
behalf or on account of, the company by any
person acting under its authority, express or
implied
Authorise any person, either generally or in
respect of any specified matters, as its attorney
to execute deeds on its behalf in any place
either in or outside Pakistan
Clarification
213 203
Company to have official seal for use abroad
221 204
director of a company shall act in good faith Clarify
not involve in a situation in which he may have
a direct or indirect interest that conflicts
to achieve any undue gain or advantage
shall not assign his office
replacement of different section together
214 205
Disclosure of interest by director “director’s relatives”, are:-
(a) the director’s spouse;
(b) the director’s children, including the step
children;
(c) the director’s parents;
Clarify
215 206 Interest of other officers
216 207
Interested director not to participate or vote in
proceedings of directors
Provided that a director of a listed company
who has a material personal interest in a
matter that is being considered at a directors’
meeting shall not be present while that matter
is being considered.
Sub-Section (2) is included ststing "If majority of the
directors are interested in, any contract or
arrangement entered into, or to be entered into, by
or on behalf of the company, the matter shall be
laid before the general meeting for approval."
Clarify
contract of indemnity contract of indemnity or insurance coverage
executed by the company in favour of
interested director against any loss
Scop expanded
contract of indemnity insure, where such liability arises out of a
transaction validly approved by the Board of
Directors
Clarify
208
Related party transactions where majority of the directors are interested
in any of the above transactions, the matter
shall be placed before the general meeting of
the shareholders for approval as special
resolution.
the expression “arm’s length transaction” means a
transaction which is subject to such terms and
conditions as may be specified.
Related party defined
Approval of general meeting is required where
the directors are interested in contract with
related parties
219 209
Register of contracts or arrangements in which
directors are interested
Clarified Exceptions added and penalties changed
210 Contract of employment with directors New
211
Restriction on non-cash transactions involving
directors
New
217 212
Declaring a director to be lacking fiduciary behaviour Section reference updated. No change
Duties of directors Commission is empowered to define the extent of
duties and role of directors.
Breach or negligance by director can be rectified
through Special Resolution.

218 213
Disclosure to members of directors’ interest in
contract appointing chief executive or secretary
Clarified Contract of the Whole Time Director is also to be
kept at the registered office of the company.
Managing agent has been eliminated
Penalty on presentation changed
225 214
Contracts by agents of company in which company is
undisclosed principal
Penalty Changed
194 215
Liability for undesired activities of share holders. General conduct of members/shareholders is
explained.
216
Company deemed to be a public interest company in
certain circumstances.
226 217 Securities and deposits No change
227 218
Employees’ provident funds, contributory retirement
funds and securities.
Subsection (2) (b) Investment also to be made in
unit of collective investment scheme registered as
notified entities with Commission.
Addition of word contributory retirement fund
in section
229 219
Penalty for contravention of section 217 or 218 Penalty Changed
230 220 Books of accounts to be kept by company same as 2016
Preparation of Financial Statements
Books of accounts shall be open for inspection
Penalties changed
Specified books have eliminated
231 221 Inspection of the books of accounts by Commission
i)take possession of such documents and retain
them for a reasonable time if there are
reasonable grounds for believing that they are
evidence of the commission of an offence.
Heading changed
Powers of commission extended (added)
232 222
Default in compliance with the provision of section
221
Penalties Changed
233 223 Financial Statements F/S to be sent to members
A listed company shall, simultaneously with the
dispatch of the financial statements together
with the reports referred to in sub-section (6),
send by post and electronically a copy of such
financial statements together with said reports
to the Commission, Registrar and the Securities
Exchange and shall also be posted on the
company’s website.
Sub-section(5) Provided tha Nothing in this section
shall apply to Private Company having paid up
capital not more than 1 Million or other amount
notified by Commission.
Sub-section (6) Chairman review report of a listed
company shall also be sent alongwith notice of
meeting.
The word annual accounts and balance sheet
has changed to Financial Statements
The requirement is audit of F/S is not
applicable to a micro company
Sent F/S registrar, SECP along with members
224 Classification of Company. Classification of companies
234 225 Contents of financial Statements
Provided that for the purpose of preparation of
financial statements and related accounting
treatment of associated companies shall be in
accordance with financial reporting standards or
such other standards as may be notified by the
Commission:
(4) Notwithstanding anything in this Act any
company that intends to make unreserved
compliance of IFRS issued by the IASB shall be
permitted to do so.
The words B/S, P&L and I/S have changed to
Financial Statements.
As the Companies Act has segregated different
class of companies, contents will be
accordingly
All other matter eliminated
Special audit provision of section 234 A has
been eliminated
236 226
Duty to prepare directors report and statement of
compliance.
Provided that for the purpose of preparation of
financial statements and related accounting
treatment of associated companies shall be in
accordance with financial reporting standards
or such other standards as may be notified by
the Commission:
(1) Provided that nothing in this sub-section shall
apply to a private company, not being a subsidiary
of public company, having the paid up capital not
exceeding three million rupees.
(2) The Commission may by general or special
order, direct such class or classes of companies to
prepare a statement of compliance.

236 227
Contents of directors’ report and statement of
compliance.
3(d) directors’ responsibility in respect of adequacy
of internal financial controls as may be specified.
(4) The board shall make out and attach to the
financial statement such statement of compliance
as may be specified.
Addition in subsection (3) point (d)
Sub-section 4 added
237 228 Consolidated Financial Statements
(1) Provided that nothing in this sub-section shall
apply to a private company and its subsidiary,
where none of the holding and subsidiary company
has the paid up capital exceeding one million
rupees.
Subsection 1 Proviso added
238 229 Financial year of holding company and subsidiary
239 230
Rights of holding company’s representatives and
members
240 231
Financial Statements of modaraba company to
include modaraba accounts
241 232 Approval and authentication of Financial Statements
Provided further that in case of a private company
having a paid up capital not exceeding one million
rupees, the financial statements shall also be
accompanied by an affidavit executed by the chief
executive if the accounts are signed by him or by
any of the directors if the accounts has been signed
by two directors, as the case may be, that the
financial statements have been approved by the
board.
In case of Financial statements the of micro
company the F/S shall be approved by all the
directors
Heading changed
242 233
Copy of Financial Statements to be forwarded to the
registrar
(3) Nothing in this section shall apply to a private
company having the paid up capital not exceeding
ten million rupees or such higher amount of paid
up capital as may be notified by the Commission.
(4) Any contravention or default in complying with
requirements of this section shall be an offence
liable-
234 Filing of unaudited financial statements.
Private company having paid up capital not
exceeding shall file the duly authenticated financial
statements, whether audited or not, with the
registrar within thirty days from the holding of such
meeting.
Newly added
243 235
Right of member of a company to copies of the
Financial Statements and the auditor’s report.
Penalty changed
244 236
Penalty for improper issue, circulation or publication
of Financial Statements
Review report on statement of compliance is
added with other reports
245 237 Quarterly financial Statement of the listed company
Prepare quarterly accounts with one month of
the close of the first , second and third quarter
Prepare quarterly accounts within:
One month of the close of the first and third
quarter
Two month of the close of the second quarter
(1)Provided further that the Commission may, upon
an application by the company, extend the period
of filing in case of accounts of first quarter for a
period not exceeding thirty days, if the company
was allowed extension in terms of sections 223.
(2) Provided further that the Commission may
specify the time period for which the quarterly
financial statements shall be made available on the
website of the company.
Period of preparation of Quarterly accounts
changed
Proviso added.

246 238
Power of Commission to require submission of
additional statements of accounts and reports
No change
247 239
Rights of debenture-holders to obtain copies of
financial statements
No change
248 240 Certain restrictions on declaration of dividends
249 241 Dividends to be paid out of profits
Any dividend may be paid by a company either
in cash or in kind only out of its profits.
The payment of dividend in kind shall only be
in the shape of shares of listed company held
by the distributing company
Dividend in kind shall only be in form of shares
250 242
Dividend not to be paid except to registered
shareholders.
Provided further that in case of a listed company,
any dividend payable in cash shall only be paid
through electronic mode directly into the bank
account designated by the entitled shareholders
Proviso added
243 Directors not to withhold declared dividend
a company may withhold the payment of
dividend of a member where the member has
not provided the complete information or
documents as specified by the Commission
Company may withhold dividend in case of full
document have not been provided
244
Unclaimed shares, modaraba certificates and
dividend to vest
with the Federal Government.
Newly added section
245
Establishment of Investor Education and Awareness
Fund.
252 246 Appointment, removal and fee of auditors
Section.253 of Companies Ordinance 1984 has
been merged in this section.
The time period for appointment of first
auditors has been extended from 60 days to 3
months to facilitate companies.
Same as 2016 three months is replaced by 90 days
254 247
Qualification and disqualification of auditors Audit of public company and private
company which is a subsidiary of a public
company and private company with paid
up capital of 3 million or more to be
conducted by Chartered Accountants.
Audit of private company having paid up
capital of 3 million or less can be
conducted by either a Chartered Accountant
or Cost Management Accountant.
Previously it was not defined anyone could
conduct audit of private companies having
paid up capital below 3 million.
Where auditor will be appointed by the firm
name. Majority of the partners of such firm
should hold a valid practice license. Previously
this was for all the partners.
In case of a partnership firm only partners
holding practicing license can sign on
behalf of the firm.
Clarification added that will disqualify only if
Same as 2016

255 248
Auditors’ right to information Rights of auditors have been covered in
this section previously these were being
referred to as powers and were included in the
same section as duties of auditors.
Additional rights have been given to the
auditors to obtain information from
employees of the company as well as from the
subsidiary companies and its
employees.
Provision relating to false or incorrect
information to the auditor also specifically
included for attraction of penalty.
Same as 2016
255 249
Duties of auditor Audit report now to be according to the
International Standards for Auditing.
Sub-sections (3) to (6) of section 255
containing the duties of auditors shifted to this
section.
Terminology aligned with International
Financial Reporting Standards :
 Statement of Financial Position in
place of Balance Sheet
 Profit and loss account and other
comprehensive income in place of Profit &
loss account
and return
‘Investments made’ and ‘Guarantees
extended’ are additions on which opinion has
to be given.
Same as 2016
258 250
Audit of cost accounts This is an interesting change now the audit of
cost accounts shall not be mandatory
but should be subject to recommendation of
the regulatory authority of the relevant
sector.
Same as 2016
257 251
Signature of auditor’s report The audit report to be signed in the name of
the firm disclosing the name of the
engagement partner in line with the
requirements of ATR 19 of ICAP.
The provision need to be clarified. It is not
clear whether the report is to be signed in
firms name with engagement partner identified
or signed in the engagement partner’s name.
Same as 2016
259 253
Penalty for non-compliance with provisions by
companies
No change
260 252
Penalty for non-compliance with provisions by
auditors
Significant increase in penalty. Same as 2016
261 254
Power of the registrar to call for information and
explanation
Penalty changed
the word perusal changed to scrutiny
order changed to notice

262 255 Seizure of documents by Registrar
Registrar my seizure document after obtaining
prior permission of the Magistrate
Registrar my seizure document after obtaining
prior permission of the Commission
Section 1,4,5 to 9 newly added
Authority form which the permission will be
obtain has changed
263 256
Investigation of the affairs of the company on
application of the members or the report by registrar
same as 2016 Presentation changed
265 257 Investigation of the affairs in other cases Simple resolution by the company Special resolution is required by the company same as 2016
Special resolution of company is required for
the commission to carry out investigation
258 Serious Fraud Investigation New Section
266 259 Inspector to be court for certain purposes
The Commission may either on its own motion or
on the basis of any information received, is of the
view that any offence has been committed under
this Act or any person is engaged in any fraud,
misfeasance, misconduct or any other activity
prejudice to the public interest shall have all the
powers as provided under the SECP Act, 1997
Scope restricted
Sub-section 1 newly added
267 260
Power of inspectors to carry investigation into affairs
of associated companies
Provided that the Commission shall not grant
approval under this section without providing
opportunity of being heard to the associated
company or associated undertaking or the chief
executive, as the case may be.
Proviso added.
Sub-section 1 merged.
268 261 Duty of officers to assist the inspector No change.
269 262 Inspector’s report No change.
270 263 Prosecution No change.
271 264
Power of Commission to initiate action against
management.
Word "Oridnance" changed with Act.
272 265 Effect of Court's order. No change
273 266
No compensation to be payable for annulment or
modification of contract
No change
274 267
No right to compensation for loss of office No change
275 268
Application for winding up of company or an order
under section 286
No change
276 269
Proceedings for recovery of damages or property No change
277 270 Expenses of investigation No change
278 271 Inspector's report to be evidence. No change
279 272
Imposition of restrictions on shares and debentures
and prohibition of transfer of shares or debentures in
certain cases.
No change
280 273 Saving for legal advisers and bankers No change
281 274
Enquiries and investigation not to be affected by
winding up
No change
282 275
Application of sections 261 to 281 to liquidators and
foreign companies
No change
276
Mediation and Conciliation Panel Any proceedings before the Commission or the
appellate bench can be forwarded to the Mediation
and Conciliation panel with mutual consent of the
concerned parties by application in prescribed
form and on payment of prescribed fee.
The Panel shall dispose off the matter with in a
period of 90 days and forward its recommendation
to the Commission or the Appellate Bench.
Newly added

277
Resolution of disputes through mediation Inter-company disputes can be referred to
Mediation and Conciliation Panel maintained by the
Commission with mutual consent.
Newly added
283 278
Power for companies to refer matter to arbitration Wording Clarified.
284 279
Compromise with creditors and members Powers of the Court are transferred to the
Commission.
Certified copy of the order to be forwarded to the
registrar within 7 days instead of 30 days.
Penalty of non-compliance of Rs. Five thousand
changed to Level 1 on standard scale.
285 280
Power of Commission to enforce compromises and
arrangements.
Powers of the Court are transferred to the
Commission.
Section referrences changed
286 281
Information as to compromises or arrangements with
creditors and members.
Word "Managing Agent" is excluded.
Penalty changed to Level 1.
282
Powers of Commission to facilitate reconstruction or
amalgamation of companies
Procedure for reconstruction or amalgamation of
companies is provided including particulars of the
application to be made to the Commission, Reports
or documents required to be circulated for the
meeting and Power of the Commission are clarified.
288 283
Notice to be given to registrar for applications under
section 279 and 282.
Commission.
284
Amalgamation of wholly owned subsidiaries in
holding company
The scheme of amalgamation is approved by the
both the companies and resolution specify that:
1. the shares of transferor company will be
cancelled other than acquired by transferee
ompany
2. baord will able to pay debts in 1 year
3.the person named in resolution will be the
director of transferee company.
289 285
Power to acquire shares of members dissenting from
scheme or contract
Commission.
Penalty of level 1 imposed.
290 286 Application to Court Penalty of level 1is imposed.
291 287 Powers of Court under section 286 No change
292 288 Interim order No change
293 289 Claim for damages inadmissible. No change
294 290
Application of certain sections to proceedings under
this Part
Section reference updated.
295 291 Management by Administrator Penalty of level 3 is imposed.
296 292
Rehabilitation of sick public sector companies Public sector Companies included
Minister In Charge of Federal Government is
replaced with Federal Government
297 293 Modes of winding up No change
298 294
Liability as contributories of present and past
members
No change
299 295
Liability of directors whose liability is unlimited. No change

300 296
Liability of Contributory having fully paid share Liability of contributory is mentioned Only Heading Changed
301 297 Nature of liability of contributory No change
302 298 Contributories in case of death of member No change
303 299
Contributories in case of insolvency of member No change
304 300
Contributories in case of winding up of a body
corporate which is a member
No change
305 301
Circumstances in which a company may be wound
up by Court
Winding up of companies made under section 42 is
specifically mentioned in this section.
306 302
Company when deemed unable to pay its debts No change
307 303 Transfer of proceedings to other Courts Word Ordinance changed to Act.
309 304
Provisions as to applications for winding up Public companies included with minimum number
of 3 replaced with seven members.
Provided that if sole business of the company is the
licensed activity and that licence is revoked, no
investigation into the affairs of the company shall
be required to present the petition for winding up
of the company
310 305
Right to present winding up petition where company
is being wound up voluntarily or subject to Court's
supervision
Section reference updated.
311 306 Commencement of winding up by Court No change
313 307 Court may grant injunction No change
314 308
Powers of Court on hearing petition The court may on receipt of petition may pass
notice of winding up within 90 days of such receipt.
Further the powers of the courts are clarified.
315 309
Copy of winding up order to be filed with registrar Penalty of level 1is imposed.
316 310 Suit stayed on winding up order No change
317 311
Court may require expeditious disposal of suits Tribunal is removed from the list of authorities
318 312 Effect of winding up order No change
319 313 Power of Court to stay winding up No change
320 314
Court may ascertain wishes of creditors or
contributories.
The court may ascertain the wish of creditors and
call meeting of creditors and may appoint the
person to act as chairman and report on such
matters
321 315
Appointment of official liquidator The court shall appoint the liquidator from the
panel maintained by the Commission:
Penal should have 10 years experience in the field
of accounting, finance or law
Liquidator shall file a declaration within seven days
from the date of appointment in the specified form
disclosing conflict of interest or lack of
independence in respect of his appointment.
Resignation of liquidator is also mentioned.
322 316
Removal of official liquidator Only Removal of Official Liquidator is
discussed.

323 317
Remuneration of official liquidator The terms and conditions of appointment of a
provisional manager or official liquidator and the
fee payable to him shall be fixed by the Court on
the basis of task required to be performed,
experience, qualification of such liquidator and size
of the company
324 318
Style of official liquidator Person appointed by Court shall be called as
Official Liquidator not by any other name.
325
Appointment and powers of provisional manager
326 319 General provisions as to liquidators Only Heading Updated.
327
Receiver not to be appointed of assets with
liquidator
328 320
Statement of affairs to be made to official liquidator Days for filing the statement is reduced to 15 days
from 21 days.
Penalty of Level 2 is imposed for such
contravention.
329 321
Report by official liquidator Additional Particulars are required by the company
in this section.
322
Court’s Directions on report of official liquidator Directions by the Courts to the Official Liquidator
are clarified in this section
newly added
323
Settlement of list of contributories and application of
assets.
The court shall settle the list of contibutories with
the power to rectify register of members.
newly added
324
Custody of company's properties The liquidator shall take custody of the company's
properties after his appointment by Court.
newly added
340 325 Power to require delivery of property No Change
351 326
Power to summon persons suspected of having
property of company
No Change
324 327
Power to order public examination of promoters,
directors
No Change
353 328 Power to arrest absconding contributory No Change
341 329
Power to order payment of debts by contributory No Change
342 330 Power of Court to make calls No Change
343 331 Power to order payment into bank No Change
344 332 Regulation of account with Court No Change
333 Order on contributory conclusive evidence No Change
334
Power to exclude creditors not proving in time No Change
335 Adjustment of rights of contributories No Change
336 Power to order costs No Change
337 Powers and duties of official liquidator Powers of Liquidator is mentioned
336 338
Liquidator to keep books containing proceedings of
meetings
More emphasis on documentation
337 339 Liquidator's account Wording clarified
338 340
Exercise and control of liquidator's powers No Change
349 341
Distribution by official liquidator Khas Deposit Certificate is replaced with Special
Saving Certificate.
Proviso related to companies incorporated under
section 42 are added.

350 342
Dissolution of company Penalty changed to Level 1 on the standard scale.
354 343 Saving of other proceedings No Change
344 Power to enforce orders No Change
345
Order made by any Court to be enforced by other
Courts
No Change
346
Mode of Dealing with Orders to be enforced by
other Courts
No Change
347
Circumstances in which company may be wound up
voluntarily
A company may be wound up voluntarily if the
company in general meeting passes a resolution
requiring the company to be wound up voluntarily
as a result of the expiry of the period for its
duration, if any, fixed by its articles or on the
occurrence of any event in respect of which the
articles provide that the company should be
dissolved; or
348 Commencement of voluntary winding up No Change
349
Effect of voluntary winding up on status of company No Change
350
Notice of resolution to wind up voluntarily Additional the company is required to publish in
English and Urdu languages at least in one issue
each of a daily newspaper of respective language
having wide circulation
351
Declaration of solvency in case of proposal to wind
up voluntarily
The decleration shall contain that the company is
not being wound up to defraud any person or
persons
352
Distinction between “members’” and “creditors’”
voluntary winding up
A winding up in the case of which a declaration
under section 347 has been made is a “members’
voluntary winding up”; and a winding up in the case
of which such a declaration has not been made is a
“creditors’ voluntary winding up”.
newly added
353
Appointment of liquidator Sub-section (1) In a members’ voluntary winding up,
the company in general meeting shall appoint one
or more liquidators, whose written consent to act as
such has been obtained in advance, for the purpose
of winding up the company’s affairs and
distributing its assets
354
Power to fill vacancy in office of liquidator Penalty changed to Level 1 on the standard scale.
355
Notice by liquidator of his appointment Penalty changed to Level 1 on the standard scale.
356
Power of liquidator to accept shares as consideration
for sale of property of company
No Change

357
Duty of liquidator where company turns out to be
insolvent
Sub-section (3) In the case of a different person
being nominated, any director, member of the
company may, within fifteen days after the date on
which the nomination was made by the creditors,
apply to the Court for an order either—
(a) directing that the person nominated as
liquidator by the company shall be liquidator
instead of or jointly with the person nominated by
the creditors, or
(b) appointing some other person to be liquidator
instead of the person nominated by the creditors.
Penalty changed to Level 1 on the standard scale.
358
Duty of liquidator to call general meetings (1) The liquidator shall—
(a) summon and hold AGM of the company within a
period of two months from the close of first year
after the commencement of winding up, in the
manner provided under section 135;
(b) lay before the meeting audited accounts
consisting of balance sheet and the receipt and
payment accounts, auditors’ report and the
liquidator’s report on the acts, dealings and the
conduct of the company’s winding up during the
preceding period from the date of winding up; and
(c) forward by post to every contributory a copy of
the accounts and the reports, .
(2) A return of convening of each general meeting
together with a copy of the notice, accounts and
the reports as aforesaid, the list of contributories as
on the date of the meeting and the minutes of the
meeting shall be filed by the liquidator with the
Registrar within fifteen days of the date of the
meeting.
newly added
370 359
Final meeting and dissolution Final accounts alongwith auditors report and
Report of winding up to be made in 21 days instead
of 14 days.
371 360
Alternative provisions as to annual and final
meetings in case of insolvency
No Change
372 361
Provisions applicable to creditors’ voluntary winding
up
Sections 355-359 related to Creditors voluntary
winding up.
373 362
Meeting of creditors Section is redrafted and Penalty of Level 1 is
imposed.
Redrafted.
375 363
Appointment of liquidator The shall within 15 days of appointment of the
liquidator infor to the court.

377 364
Fixing of liquidator's remuneration (1) The liquidator shall subject to the prescribed
limits be entitled to such remuneration by way of
percentage of the amount realised by him by
disposal of assets or otherwise, as the creditors in
their meeting or the Court in terms of proviso to
sub-section (2) of section 314 as the case may be,
may fix having regard to the nature of the work
done, experience, qualification of such liquidator
and size of the company
378 365 Cessation of boards' powers Heading Changed
379 366 Power to fill vacancy in office of liquidator No Change
380 367
Application of section 356 to a creditor's voluntary
winding up
Section referrence changed
381 368
Duty of liquidator to call meeting of company and of
creditors
Section Redrafted
382 369 Final meeting and dissolution Section Redrafted
385 370 Distribution of property of company No Change
386 371
Application of sections 320 and 321 to voluntary
winding up
No Change
387 372
Powers and duties of liquidator in voluntary winding
up
Khas Deposit Certificate is replaced with Special
Saving Certificate
388 373
Power of Court to appoint and remove liquidator in
voluntary winding up
389 374
Notice by liquidator of his appointment Penalty of Level 1 on the standard scale is imposed
for non-compliance.
No Change
390 375
Arrangement when binding on company and
creditors
Any arrangement made shall also be binding on
creditors if it is sanctioned by a special resolution of
the company and acceded to by the creditors who
hold three-fourths in value of the total amount due
to all the creditors of the company.
Creditors are also bound with members for
arrangements.
391 376
Power to apply to Court to have questions
determined or powers exercised
No Change
392 377
Application of liquidator to Court for public
examination of promoters, directors
No Change
393 378 Costs of voluntary winding up No Change
394 379
Saving for right of creditors and contributories No Change
395 380
Power of Court to adopt proceedings of voluntary
winding up
No Change
396 381
Power to order winding up subject to supervision No Change
397 382
Effect of petition for winding up subject to
supervision
No Change
398 383
Court may have regard to the wishes of creditors and
contributories
No Change
399 384 Power to replace liquidator Wording changed
400 385 Effects of supervision order Section referrence changed
401 386
Appointment of voluntary liquidator as official
liquidator in certain cases
No Change
402 387 Status of companies being wound up No Change
403 388 Debts of all description to be proved No Change
404 389
Application of insolvency rules in winding up of
insolvent companies
No Change

405 390
Preferential payments Provided that where any compensation under the
said Act is a weekly payment, the amount payable
under this clause shall be taken to be the amount
of the lump sum for which such weekly payment
could, if redeemable, be redeemed, if the employer
made for that purpose under the said Act;
Proviso added
406 391 Avoidance of transfers word "Disposition of Property" added.
407 392
Disclaimer of onerous property (1) Where any part of the property of a company
which is being wound up consists of—
(a) land of any tenure, burdened with onerous
covenants;
(b) shares or stocks in companies;
(c) any other property which is not saleable or is not
readily saleable by reason of the possessor thereof
being bound either to the performance of any
onerous act or to the payment of any sum of
money; or
(d) unprofitable contracts;
Word "Onerous" added in heading
word "Act" replaced with Ordinance.
408 393 Fraudulent preference Section Redrafted.
409 394
Liabilities and rights of certain fraudulently preferred
persons
No Change
410 395
Avoidance of certain attachments, executions No Change
411 396
Effect of floating charge Markup shall be charged at the rate of 5 percent
instead of 1 percent.
412 397
Power of Court to assess damages against
delinquent directors
No Change
413 398
Liability for fraudulent conduct of business Any contravention shall be punishable
years, or with fine which may extend to one million
thousand rupees, or with both.
414 399
Liability under sections 397 and 398 to extend to
partners or directors in firm or body corporate
415 400
Penalty for fraud by officers of companies which
have gone into liquidation
Contravention shall be punishable with
years, and shall also be liable to a fine which may
extend to one million rupees
416 401
Liability where proper accounts not kept Penalty changed from 2 years of imprisonment and
25 thousand rupees to 3 years of imprisonment and
100 thousand rupees respectively.
417 402
Penalty for falsification of books Penalty changed from 2 years of imprisonment and
25 thousand rupees to 3 years of imprisonment and
1 million rupees respectively.
418 403
Prosecution of delinquent directors The Evidence Act 1872 is replaced with Qanun-e-
Shahadat Order, 1984.
419 404
Penalty for false evidence Penalty changed from 2 years of imprisonment and
fine to 3 years of imprisonment and 1 million rupees
respectively.
420 405
Penal Provisions Managing Agent is excluded from the list of person.
Word "12 months" is replaced with One year

421 406
Liquidator to exercise certain powers subject to
sanction
No Change
422 407
Meetings to ascertain wishes of creditors or
contributories
No Change
423 408 Documents of company to be evidence No Change
424 409
Summary disposal of certain suits by liquidators No Change
425 410 Limitation No Change
426 411 Court fees No Change
427 412 Inspection of documents No Change
428 413
Disposal of books and papers of company Penalty changed to Level 2 on the standard scale.
429 414
Power of Court to declare dissolution of company
void
Documents to be submitted in 15 days instead of
21 days.
Penalty changed to Level 1 on standard scale.
430 415 Information as to pending liquidations Penalty changed to Level 1 on standard scale.
431 416
Payments by liquidator into bank Amount of Rs 5 thousand changed to Rs. 10
thousand.
Penalty Changed.
432 417
Unclaimed dividends and undistributed assets to the
account maintained under section 244
Wording Redrafted.
433 418
Books of accounts and other proceedings to be kept
by liquidators
Penalty changed
434 419 Application of provisions relating to audit No Change
435 420
Enforcement of duty of liquidator to make return No Change
436 421
Notification that a company is in liquidation Penalty change to Level 1 on standard scale.
437 422
Court or person before whom affidavit may be sworn No Change
438 423 Power to make rules No Change
424
Inactive Company Where a company,other than a listed company is
formed for a future project or to hold an asset or
intellectual property and has no significant
accounting transaction, such a company or an
inactive company may make an application to the
Registrar in such manner as may be specified for
obtaining the status of a inactive company.
The Registrar shall strike off the name of a inactive
company from the register of inactive companies,
which has failed to comply with the requirements of
this section.
newly added
439 425
Registrar may strike defunct company off register Days for filing documents changed.
Section wording changed.
426
Easy exit of a defunct company A company which ceases to operate and has no
known assets and liabilities, may apply to the
Registrar in the specified manner, seeking to strike
its name off the register of companies on payment
of such fee mentioned in Seventh Schedule.
newly added
443 427 Meaning of "unregistered company" No Change
444 428 Winding up of unregistered companies No Change
445 429
Contributories in winding up of unregistered
companies
No Change
446 430 Power to stay or restrain proceedings No Change

447 431 Suits stayed on winding up order No Change
448 432 Directions as to property in certain cases No Change
449 433 Provisions of this part cumulative No Change
450 434
Application of this Part to foreign companies "Conduct business in Pakistan through an agent or
any other means" also included in this section.
451 435
Documents to be delivered to Registrar by foreign
companies
"Conduct of Business activity" Explanation added.
452 436
Return to be delivered to Registrar by foreign
companies whose documents altered
No Change
453 437 Accounts of foreign companies No Change
454 438 Certain obligations of foreign companies No Change
439
Power of the Commission to require information
from foreign company
The Commission may call upon a foreign company
to furnish information of shareholding including
beneficial ownership or such other information or
document in connection with any inspection,
inquiry or investigation and it shall be the duty of
the company and its officers to furnish such
information or document within specified time.
newly added
455 440 Service on foreign company Electronic means of courier also added.
456 441
Company’s failure to comply with this part not to
affect its liability under contracts
No Change
457 442
Provisions relating to names, inquiries to apply to
foreign companies
No Change
458 443
Intimation of ceasing to have place of business to be
given
No Change
459 444 Penalties
Penalty for non-compliance is changed to level 1,
whereas in the case of a foreign company the
penalty of non-compliance of sec.439 is level 2 on
the standard scale.
Penalties Changed
460 445 Interpretation of provisions of this Part. No Change
461 446 Issue of prospectus
"Federal Government under the Capital Issues
(Continuance of Control) Act, 1947 (XXIX of 1947)"
has been changed to "the relevant law".
Applicable law/Act has been changed.
462 447 Restriction on convassing for sale of securities.
Penalty has been changed from "one thousand" to
"level 3 on the standard scale"
Penalty changed.
463 448 Registration of charges. Section references has been updated.
464 449 Notice of appointment of receiver. Section references has been updated.
465 450 Notice of liquidation. No Change
451
Certification of Shariah compliant companies and
Shariah compliant securities.
Neither a Company nor a security is to be claimed
Shariah Compliant unless so declared.
Also only a person fulfilling the fit and proper
criteria can be appointed for Shariah Compliance,
advisory and audit.
New Section

452 Companies’ Global Register of Beneficial Ownership.
every citizen of pakistan and every company
registered under this Act having substantial share
holding in a foreign company or body corporate
shall report to the Company its share holding and
other interest on specified form within 30 days. The
company shall submit the same on the prescribed
form to the registrar every year along with the
annual return.
Non- compliance is penalized at level 1 on standard
scale.
New Section
453
Prevention of offences relating to fraud, money
laundering and terrorist financing.
Every officer of a Company is required to take
reasonable measures to prevent any fraud or
offences of money laundering and failure in doing
so will be punishable with imprisonment and fine.
New Section
454 Free Zone Company.
A Company carrying on business in EPZ or area
notified as free zone by Federal Government shall
be exempted from the requirements of sec. 459.
Disclosure of information of the foreign investors
can be restricted by the Commission of companies
operating in EPZ.
New Section
455 Filing of documents through intermediaries.
Services of registered intermediaries can be availed
for the purpose of filing of documents under this
Act.
New Section
456
Acceptance of advances by real estate companies
engaged in real estate projects.
A company inviting advances from public shall not
announce, make publication or advertisement and
accept any advance or deposits without approval of
the Commission and all relevant approvals and
NOCs necessary.
No advance can be obtained for purchase without
written agreement and shall be deposited in an
escrow account in the name of the project.
The Company shall maintain the necessary books of
accounts and records and comply with the
reporting standards notified by the Commission.
New Section
457 Agriculture Promotion Companies.
Any person having its principle line of business
related to produce of agriculture promotion or
managing produce as collateral may establish
Agriculture Promotion Company.
Following Terms are also defined:
Agriculture Promotion Company, Produce,
Producer Company, Member of a Producer
Company, Collateral Management Company.
New Section
458
Power to give exemptions by the Federal
Government.
Minister In Charge of the Federal Government can
exempt companies under sec. 454, 456, 457 from
the provisions of the law by notification in the
official Gazette.
New Section
459
Quota for persons with disabilities in the public
interest companies.
Every Public Interest Company with one hundred or
more employees shall ensure special quota for
disables of two percent or as specified.
New Section

460 Valuation by registered valuers.
Any Valuation of assets including securities shall be
done by qualified registered valuers in the manner
as specified.
Violation is penalized at level 2 on the standard
scale. In case of willful violation, imprisonment of
upto one year and fine of upto five hundred
thousand.
Registration can be cancelled by the Commission.
New Section
461 Security clearance of shareholder and director.
The Commission may require security clearance of
any share holder, director or other office bearer of
the Company.
New Section
466 462 Registration offices.
The word "Federal Government" is replaced by "the
Commission".
Fee are specified in the Seventh Schedule.
Any document and extract from any document
under the hand and seal of an officer of the
Commission or the Registrar will be an admissible
evidence.
467 463 Production of documents kept by registrar. No Change
468 464 Registrar not to accept defective documents.
In case of refusal to accept the revised document
the decision will be communicated to the Company
in writing.
The Registrar can allow the documents to be
revised or cancelled in case of defective documents,
for reasons to be recorded in writing.
Power of the registrar has been explained.
465 Special return to rectify the data.
The Commission or the Registrar may require a
Company to file a special return signed by all the
directors to rectify the record.
Any change in Shareholding, Membership or voting
rights is to be intimidated to the Registrar in
specified form.
New Section
466
Jurisdiction in the disputes relating to shareholding
and directorship
The authority of the registrar is clarified. New Section
467
Approval of transfer of shares by the agents licenced
by the Commission
Shares of notified companies can be transferred
through licensed agent, after recording of the
statements of both the transferor and the
transferee.
The agent has to keep the record for a period of
ten years.
New Section
469 468
Acceptance of documents presented after prescribed
time.
The fee chargeable in case documents are
presented after prescribed time is clarified.
470 469 Fees Schedule and section reference is updated.
471 470 Power to specify fees chargeable by companies. No Change
471 Filing of documents electronically.
The Commission may require any document to be
filled electronically after the document is
authenticated by the company through electronis
signature or advanced electronic signatures.
New Section

472 Destruction of physical record.
All the record of the company maintained by the
registrar and the commission may be destroyed in
specified manner after being preserved for
specified period.
Physical record converted in electronic form shall
be an admissible evidence.
New Section
473
Supply of documents, information, notices to the
members electronically.
All notices, information, accounts etc shall be
forwarded by the company to its members
electronically only, after notification by the
commission.
New Section
472 474 Enforcing compliance with provisions of Act.
Word " Stock Exchange" has been replaced with
"Securities Exchange"
473 475
Power of Court trying offences under Act to direct
compliance with the provisions.
No Change
475 476 Offences to be cognizable.
Any offence punishable with imprisonment under
this Act shall be cognizable by the Commission
only.
474 477
Complaint to the court by the Commission, registrar,
member or creditor in case of certain offences.
Formal procedure for the filing of the complaint is
not required as provided in sec.38 of SECP Act.
478 Penalty to be imposed by the Commission.
Any penalty for non compliance shall be imposed
after providing a reasonable opportunity of being
heard.
New Section
476 479
Adjudication of offences and standard scale of
penalty
Standard Scale of penalty for offences is provided.
Power of adjudication and imposition of the fines is
explained.
480
Appeal against order passed by officer of the
Commission.
Person authorised to whom an appeal against the
orders passed by the officer of the Commission is
provided.
New Section
481 Appeal before the Appellate Bench.
Appeals against the orders of the registrar and
authorized officer of the commission under section
480 may be made to the Appellate Bench of the
Commission except as provided in this section.
New Section
482 Adjudication of offences involving imprisonment.
Authority of the court to adjudicate offences
involving imprisonment is provided.
New Section
478 483
Powers of the Commission in relation to enquiries
and proceedings.
Authorised Officer is also included for the exercising
of the powers conferred under this Act.
479 484 Procedure for trial of a corporate body. No Change
485 Recovery of penalty.
Any penalty or fine under this Act shall be
recovered in accordance to section 42B of SECP
Act.
New Section
480 486 Prosecution of offences by the Commission.
All prosecution conducted by the Commission shall
be done in accordance to section 38 of SECP Act.
481 487 Appeal against acquittal.
Words "any company prosecutor appointed under
section 480" has been replaced by "any officer of
the Commission".

482 488
Payment of compensation in cases of frivolous or
vexatious prosecution.
Compensation to aggrieved party is enhanced from
ten thousand to one Million and penalty for non-
compliance is enhanced from imprisonment of 2
months and fine of 2 thousand to imprisonment of
1 year and fine of one hundred thousand.
Authorised officer of the commission and the
registrar has been excluded from the purview of the
suit for damages.
483 489 Application of fines.
Words replaced "to the Federal Government" to"in
accordance with section 40AA of the Securities and
Exchange Commission of Pakistan Act, 1997 (XLII of
1997)".
486 490
Production and inspection of books where offence
suspected.
Words replaced "a company prosecutor appointed
under section 480 " to"a special public
prosecutorappointed under section 38 of the
Securities and Exchange Commission of Pakistan
Act, 1997 (XLII of 1997)".
487 491
Power to require limited company to give security for
costs.
No Change
488 492 Power of Court to grant relief in certain cases.
Commission is also included to provide the show
cause for not granting relief as requested.
489 493 Enforcement of orders of Court. No Change
490 494 Enforcement of orders of Court by other courts. No Change
491 495 Protection of acts done in good faith. No Change
492 496
Penalty for false statement, falsification, forgery,
fraud, deception.
Instances of false statement, falsification, forgery,
fraud and deception are provided and penalty has
been enhanced.
493 497 Penalty for wrongful withholding of property.
"Federal Government" has been replaced with
"Concerned Minister in-charge of the Federal
Government'.
Penalty for non-compliance has also been
enhanced.
494 498
Liability of directors for allotment of shares for
inadequate consideration.
No Change
495 499 Punishment for non-compliance of directive of Court.
Government'.
enhanced.
496 500 Penalty for carrying on ultra vires business.
Penalty has been changed from "five hundred
thousand" to "level 3 on the standard scale"
497 501 Penalty for improper use of word “Limited”.
“(SMC-Private) Limited” has been included under
the purview of this section.
Fine has been changed to level 3 on the standard
scale.
498 502 Penalty where no specific penalty is provided.
Penalty for non-compliance has been changed to
level 3 on the standard scale.
499 503 Power to accord approval subject to conditions.
Chargeable fee has been changed from "Sixth
Schedule" to "Seventh Schedule".
501 504 Delegation of powers.
Simplified.
Government'.

503 505
Application of Act to companies governed by special
enactments.
Section references has been updated.
504 506 Forms.
"forms as may be prescribed in the rules or
specified through regulations" is added.
505 507 Power to alter schedules. No Change
506 508 Power of the Federal Government to make rules.
Government'.
enhanced.
508 509 Repeal and savings.
This section provides a cover to all the actions done
in compliance of the provisions of the Companies
Ordinance 1984, which stands repealed after the
enactment of this Act.
506B 510 Power to issue directives, circulars, guidelines.
Non-Compliance is penalized at level 3 on the
standard scale.
507 511
Power of the Commission to permit use of Urdu
words of abbreviations.
The power of the Federal Government has been
transferred to the Commission.
506A 512 Power to make regulations. Penalty enhanced.
513 Validation of laws.
All amendments, orders, proceedings, acts, rules,
regulations, instructions, notifications and other
legal instruments are validated through this section.
New Section
511 514 Former registration offices and registers continued. Sub-Section 2 has been deleted.
514 515 Removal of difficulty.
Government'.

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