The Companies Ordinance 1984 (Ordinance No. XLVII of 1984)

Present name or names and surname in full.

Any former name or names and surnames in full.

Nationality and nationality of origin if different from present nationality

Usual residenti-al address.

Business occupation and particulars of offices of directors@ Chief Executive and Secretary held in other companies/ bodies corporate.

Date of appoint-ment.

Date of cessation, if any.

Note^____@ Where a person holds the office of chairman or an office other than ordinary director or any office in addition to a director, particulars of the same should be specially stated.

Updated: Wednesday June 08, 2016/AlArbia’a Ramadan 03, 1437/Budhavara Jyaistha 18, 1938, at 08:51:16 AM

The Companies Ordinance 1984

ORDINANCE NO. XLVII OF 1984

[8th October, 1984]

An Ordinance to consolidate and amend the law relating to companies and certain other associations.

WHEREAS it is expedient to consolidate and amend the law relating to companies and certain other associations for the purpose of healthy growth of the corporate enterprises, protection of investors and creditors, promotion of investment and development of economy and matters arising out of or connected therewith;

AND WHEREAS the President is satisfied that circumstances exist which render it necessary to take immediate action;

NOW, THEREFORE, in pursuance of the Proclamation of the fifth day of July, 1977, and in exercise of all powers enabling him in that behalf , the president is pleased to make and promulgate the following Ordinance:-

1. Short title, extent and commencement.-(1) This Ordinance may be called the Companies Ordinance, 1984.

(2) It extends to the whole of Pakistan.

(3) This section shall come into force at once and the remaining provisions of this Ordinance shall come into force on such date¹ as the Federal Government may, by notification in the official Gazette, appoint, and different dates may be so appointed for different provisions.

²2. Definitions.-(1) In this Ordinance, unless there is anything repugnant in the subject or context,-

(1) ”articles” means the articles of association of a company as originally framed or as altered in accordance with the provisions of any previous Companies Act, or of this Ordinance, including, so far as they apply to the company, the regulations contained in Table A in the First Schedule;

(2) ”associated companies” and “associated undertakings” mean any two or more companies or undertakings, or a company and an undertaking, interconnected with each other in the following manner, namely:-

(i) If a person who is the owner or a partner or director of a company or undertaking, or who, directly or indirectly, holds or controls shares carrying not less than twenty per cent of the voting power in such company or undertaking, is also the owner or partner or director of another company or undertaking, or, directly or indirectly, holds or controls shares carrying not less than twenty per cent of the voting power in that company or undertaking; or

(ii) if the companies or undertakings are under common management or control or one is the subsidiary of another; or

TABLE

Section(s)	Date of coming into force
1	2
203 .. .. .. .. ..	First day of May, 1985.
297 to 437 and 443 to 449 .. ..	First day of July, 1985.
41 and 226 .. .. .. ..	First day of January, 1986.

¹i.e. on the 1^st January, 1985 by S.R.O. 1098(I)/84, dated the 31-12-1984 see Gaz. of P., 1984 Ext., Pt. II, p. 2133 except ss. 41, 88, 203, 226, 295 to 437 and 443 to 449.

²Section 2, 11, 12, 13, 438, and 506, came into force w.e.f. 1-11-1984, by S.R.O. 941 (I)/84, dt. 31-10-1984, see Gaz. of P. 1984, Ext., Pt. II, p. 1877.

(iii) if the undertaking is modaraba managed by the company;

and a person who is the owner of or a partner or director in a company or undertaking or, who so holds or controls shares carrying not less than ten per cent of the voting power in a company or undertaking, shall be deemed to be an “associated person” of every such other person and of the person who is the owner of or a partner or director in such other company or undertaking, or who so holds or controls such shares in such other company or undertaking:

Provided that shares shall be deemed to be owned, held or controlled by a person if they are owned, held or controlled by that person or by the spouse or minor children of the person:

Provided further that,---

(i) directorship of a person or persons by virtue of nomination by the Federal Government or a Provincial Government or a financial institution directly or indirectly owned or controlled by such Government; or

(ii) shares owned by the National Investment Trust or the Investment Corporation of Pakistan or a financial institution directly or indirectly owned or contro1led by the Federal Government or a Provincial Government ¹[“or shares registered in the name of a central depository, where such shares are beneficially owned by the central depository];

shall not be taken into account for determining the status of a company, undertaking or person as an associated company, associated undertaking or associated person;

²* * * * * * *

(4) “body corporate” or “corporation” includes a company incorporated outside Pakistan, but does not include -

(i) a corporation sole; or

(ii) a co-operative society registered under any law relating to the registration of co-operative societies: or

(iii) any other body corporate, not being a company as defined in this Ordinance, which the Federal Government may by notification in the official Gazette specify in this behalf.

²[“(5) “book and paper”, “book or paper” or “books of account” include accounts, deeds, vouchers, writings and documents, maintained on paper or computer network. Floppy, diskette magnetic cartridge tape, CD-Rom or any other computer readable media;”]

¹[“(5A) ‘central depository’ means a central depository as defined in clause (cc) of section 2 of the Securities and Exchange Ordinance, 1969 (XVII of 1969), and registered with the Authority under section 32A of that Ordinance;”]

¹Ins. by Act XIX of 1997, s. 34 & Sch.

²Omitted & subs. by Act IV of 2007, s. 13 (w.e.f. 1-7-07)

(6) “chief executive”, in relation to a company means an individual who, subject to the control and directions of the directors, is entrusted with the whole, or substantially the whole, of the powers of management of the affairs of the company, and includes a director or any other person occupying the position of a chief executive, by whatever name called, and whether under a contract of service or otherwise;

¹[“(6A) “Commission” means the Securities and Exchange Commission of Pakistan established under section 3 of the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997);”]

(7) “company” means a company formed and registered under this Ordinance or an existing company;

(8) “company limited by shares” means a company having the liability of its members limited by the memorandum to the amount, if any unpaid on the shares respectively held by them;

(9) “company limited by guarantee” means a company having the liability of its members limited by the memorandum to such amount as the members may respectively thereby undertake to contribute to the assets of the company in the event of its winding up;

²* * * * * * *

(11) “the Court” means the Court having jurisdiction under this Ordinance;

(12) “debenture” includes debenture stock, bonds, ³[term finance certificates] and any other securities, other than a share, of a company, whether constituting a charge on the assets of the company or not;

(13) “director” includes any person occupying the position of a director, by whatever name called;

(14) “document” includes summons, notice, requisition, order, other legal process, voucher and register ⁴[“whether issued, sent or kept in pursuance of this Ordinance or any other law for the time being in force, whether maintained in any medium capable of being retrieved by any electronic means or in any other manner”];

¹[“(15A) “financial institution” includes,‑--

(a) a company or an institution whether established under any special enactment and operating within or outside Pakistan which transacts the business of banking or any associated or ancillary business through its branches;

(b) a modaraba, leasing company, investment bank, venture capital company, financing company, housing finance company, a non-banking finance company: and

(c) such other institution or companies authorised by law to undertake any similar business, as the Federal Government may, by notification in the official Gazette, specify for the purpose;”]

(16) “financial year” in relation to any body corporate, means the period in respect of which any profit and loss account or the income and expenditure account, as the case may be, of the body corporate, laid before it in general meeting, is made up, whether that period is a year or not;

¹Ins. & subs. by Ord. 100 of 02, s. 2 & Sch.

²Clause (10) omitted by the Banking and Financial (Amdt. of Laws) Ordinance, 1984 (57 of 1984), s. 2 and Sch.,

³Subs. ibid., for “participation term certificates”.

⁴Added by Act IV of 2007,s. 13 (w.e.f. 1-7-07)

(17) “form” means a form set out in any of the schedules or prescribed;

(18) “holding company” means a holding company as defined in section 3;

(19) “listed”, in relation to securities, means securities which have been allowed to be traded on a stock exchange;

(20) “listed company” means a company or a body corporate or other body whose securities are listed;

(21) “member” means, in relation to a company having share capital, a subscriber to the memorandum of the company and every person to whom is allotted, or who becomes the holder of any share, scrip or other security which gives him a voting right in the company and whose name is entered in the register of members, and, in relation to a company not having a share capital, any person who has agreed to become a member of the company and whose name is so entered;

(22) “memorandum” means the memorandum of association of a company as originally framed or as altered from time to time in pursuance of the provisions of any previous Companies Act or of this Ordinance;

(23) “modaraba” and “modaraba company” have the same meaning as in the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980 (XXXI of 1980);

(24) “officer” includes any director chief executive, managing agent, secretary or other executive of the company, howsoever designated, but, save in sections 205, 220 to 224, 260, 261, 268, 351, 352, 412, 417, 418, 474 and 482, does not include an auditor;

¹[(25) “participatory redeemable capital” means such redeemable capital as is entitled to participate in the profit and loss of a company;]

(26) “prescribed” means,-

(a) as respects the provisions of this Ordinance relating to the winding up of companies and other matters requiring to be determined or decided by the Court, prescribed by rules made by the Supreme Court in consultation with the High Court or, where the Supreme Court advises the Federal Government to do so, by the Federal Government in consultation with the High Courts; and

(b) as respects the other provisions of this Ordinance, prescribed by rules or regulations made by the Federal Government ²[“or the Commission as the case may be”] after previous publication in the official Gazette;

¹Subs. by the Banking and Financial (Amdt. of Laws) Ordinance, 1984 (57 of 1984), s. 2 and Sch., for “clause (25)”.

²Ins. by Act IV of 2007, s. 13 (w.e.f. 1-7-07)

(27) “previous Companies Act: includes any Act or Acts relating to companies in force before the Indian Companies Act, 1866 (X of 1866), or the Acts repealed thereby, the Indian Companies Act, 1866 (X of 1866), the Indian Companies Act, 1882 (VI of 1882), the Indian Companies Act, 1913 (VII of 1913), or any law corresponding to any of those Acts and in force in any of the territories now constituting Pakistan before the extension of the Companies Act, 1913 (VII of 1913), to such territories;

(28) “private company” means a company which, by its articles,-

(i) restricts the right to transfer its shares, if any;

(ii) limits the number of its members to fifty not including persons who are in the employment of the company; and

(iii) prohibits any invitation to the public to subscribe for the-shares, if any or debentures of the company;

Provided that, where two or more persons hold one or more shares in a company jointly, they shall, for the purposes of this definition, be treated as a single member;

(29) “prospectus” means any document described or issued as prospectus, and includes any notice, circular, advertisement, or other communication, inviting offers from the public for the subscription or purchase of any shares in, or debentures of a body corporate, or inviting deposits from the public, other than deposits invited by a banking company or a financial institution approved by the Federal Government, whether described as prospectus or otherwise;

(30) “public company” means a company which is not a private company;

¹[(30A) “redeemable capital” includes finance obtained on the basis of Participation Term Certificate (PTC), Musharika Certificate, Term Finance Certificate (TFC), or any other security or obligation not based on interest, other than an ordinary share of a company, representing an instrument or a certificate of specified denomination, called the face value or nominal value, evidencing investment of the holder in the capital of the company on terms and conditions of the agreement for the issue of such instrument or certificate or such other certificate or instrument as the Federal Government may, by notification in the official Gazette, specify for the purpose;

²[“(30B) “register” means the register of member of a company and includes the register of debenture-holders or holders of other securities maintained on paper or computer network, floppy, diskette, magnetic cartridge tape, CD-Rom or any other computer readable media;”]

¹Ins. by the Banking and Financial (Amdt. of Laws) Ordinance, 1984, (57 of 1984), s. 2 and Sch.

²Ins. by Act IV of 2007, s. 13 (w.e.f. 1-7-07)

(31) “registrar” means a registrar, an additional registrar, a joint registrar, a deputy registrar or an assistant registrar, performing under this Ordinance the duty of registration of companies;

(32) “scheduled bank” has the same meaning as in the State Bank of Pakistan Act, 1956 (XXXIII of 1956);

(33) “secretary” means any individual appointed to perform the secretarial, administrative or other duties ordinarily performed by the secretary of a company;

¹[(34) “security” means any share, scrip, debenture, participation term certificate, modaraba certificate, musharika certificate, term finance certificate, bond, pre-organization certificate or such other instrument as the Federal Government may, by notification in the official Gazette, specify for the purpose;]

(35) “share” means share in the share capital of a company;

(36) “special resolution” means a resolution which has been passed by a majority of not less than three-fourths of such members entitled to vote as are present in person or by proxy at a general meeting of which not less than twenty-one days notice specifying the intention to propose the resolution as a special resolution has been duly given;

Provided that, if all the members entitled to attend and vote at any such meeting so agree, a resolution may be proposed and passed as a special resolution at a meeting of which less than twenty-one days notice has been given;

(37) “stock exchange” means a stock exchange registered under the Securities and Exchange Ordinance, 1969 (XVII of 1969);

(38) “subsidiary company” or “subsidiary” means a subsidiary company as defined in section 3;

(39) “Table A” means Table A in the First Schedule [.]²

³* * * * * * *

(2) The expression “commencement of this Ordinance” in any provision of this Ordinance means the coming into force of that provision by virtue of a notification under sub-section (3) of Section 1.

¹ins. by the Banking and Financial (Amdt. of Laws) Ordinance, 1984, (57 of 1984), s. 2 and Sch., “clause (34).

²Subs. ibid., for semi-colon.

³Clause (40) omitted ibid.

3. Meaning of “subsidiary” and “holding company”.-(1) For purposes of this Ordinance, a company or body corporate shall be deemed to be a subsidiary of another if,---

(a) that other company or body corporate directly or indirectly controls, beneficially owns or holds more than fifty percent. of its voting securities or otherwise has power to elect and appoint more than fifty percent. of its directors; or

(b) the first mentioned company or body corporate is a subsidiary of any company or body corporate which is that other”s subsidiary [:]¹

¹[Provided that, where a central depository holds more than fifty percent. of the voting seucrities of a company, such company shall not be deemed to be a subsidiary of the central depository save where such voting securities are held beneficially by the central depository in its own behalf.]

(2) For the purpose of this Ordinance, a company shall be deemed to be another”s holding company if, but only if, that other is its subsidiary.

4. Ordinance not to apply to certain corporations. Nothing in this Ordinance shall apply to-

(i) a trading corporation owned or controlled by a Province and carrying on business only within that Province; or

(ii) a co-operative society; or

(iii) a university.

5. Application of Ordinance to non-trading companies with purely provincial objects. The powers conferred by this Ordinance on the Federal Government or the Authority shall, in relation to companies which are not trading corporations and the objects of which are confined to a single Province, be the powers of the Provincial Government.

6. Ordinance to override memorandum, articles, etc. Save as otherwise expressly provided herein,-

(a) the provisions of this Ordinance which come into force by virtue of a notification under sub-section (3) of section 1 shall have effect not withstanding anything contained in the memorandum or articles of a company, or in any contract or agreement executed by it, or in any resolution passed by the company in general meeting or by its directors, whether the same be registered, executed or passed, as the case may be, before or after the coming into force of the said provisions; and

(b) any provision contained in the memorandum, articles, agreement or resolution aforesaid shall, to the extent to which it is repugnant to the aforesaid provisions of this Ordinance, become or be void, as the case may be.

¹Subs. & added by Act XIX of 1997, s. 34 & Sch.

7. Jurisdiction of the Courts.-(1) The Court having jurisdiction under this Ordinance shall be the High Court having jurisdiction in the place at which the registered office of the company is situate:

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 jurisdictions 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.

(2) For the purposes of jurisdiction to wind up companies, the expression “registered office” means the place which has longest been the registered office of the company during the six months immediately preceding the presentation of the petition for winding up.

(3) Nothing in this section shall invalidate a proceeding by reason of its being taken in a Court other than the High Court or a Court empowered under sub-section (1).

8. Constitution of Company Benches. There shall in each High Court be one or more Benches, each to be known as -the Company Bench, to be constituted by the Chief Justice of the High Court to exercise the jurisdiction vested in the High Court under section 7.

9. Procedure of the Court.-(1) Notwithstanding anything contained in any other law, all matters coming before the Court under this Ordinance shall be disposed of, and the judgment pronounced, as expeditiously as possible but not later than ninety days from the date of presentation of the petition or application to the Court and, except in extraordinary circumstances and on grounds to be recorded, the Court shall hear the case from day to day.

Explanation.- In this subsection, “judgment” means a final judgment recorded in writing.

(2) The hearing of the matters referred to in subsection (1) shall not be adjourned except for sufficient cause to be recorded or for more than fourteen days at any one time or for more than thirty days in all.

(3) In the exercise of its jurisdiction as aforesaid, the Court shall, in all matters before it, follow the summary procedure.

10. Appeals against Court orders.-(1) Notwithstanding anything contained in any other law, an appeal against any order, decision or judgment of the Court under this Ordinance shall lie to the Supreme Court where the company ordered to be wound up has a paid-up share capital of not less than one million rupees; and, where the company ordered to be wound up has a paid-up capital of less than one million rupees, or has no share capital, such appeal shall lie only if the Supreme Court grants leave to appeal.

(2) Save as provided in sub-section (1), an appeal from any order made or decision given by the Court shall lie in the same manner in which and subject to the same conditions under which appeals lie from any order or decision of the Court.

(3) An appeal preferred under sub-section (2) shall be finally disposed of by the Court hearing the appeal within ninety days of the submission of the appeal.

________

PART III.-CORPORATE LAW AUTHORITY

¹* * * * * * *

²12. Powers and functions of the Authority.-(1) The Authority shall exercise and perform such powers and functions as are conferred on it by or under this Ordinance or any other law.

(2) Notwithstanding anything contained in any other law, and without prejudice to the generality of the foregoing provisions, the Federal Government may, by notification in the official Gazette, direct that all or any of the powers and functions conferred on the Federal Government or any officer of the Federal Government under any law shall, subject to such limitations, restrictions or conditions, if any, as it may from time to time impose, be exercised or performed by the Authority.

¹* * * * * * *

¹Repeal by S.R.O. 1403(I)/98, dt. 31-12-98.

²Section 2, 11, 12, 13, 438, and 506, came into force w.e.f. 1-11-1984, by S.R.O. 941 (I)/84, dt. 31-10-1984, see Gaz. of P. 1984, Ext., Pt. II, p. 1877.

13. Reference by the Federal Government or Authority to the Court.-(1) Without prejudice to the powers, jurisdiction and authority exercisable by the Federal Government or the Authority under this Ordinance, the Federal Government or the Authority, as the case may be, $nay make a reference to the Court on any question or matter which the Government or the Authority considers to be of special significance requiring orders, determination or action concerning the affairs of a company or any action of any officer thereof.

Explanation.- In this subsection “officer” includes an auditor, liquidator or agent of the company.

(2) Where a reference is made to the Court under sub-section (1), the Court may make such order as it may deem just and equitable under the circumstances.

PART IV.-INCORPORATION OF COMPANIES AND MATTERS INCIDENTAL THERETO.

14. Obligation to register certain associations, partnerships, etc., as companies.-(1) No association, partnership or company consisting of more than twenty persons shall be formed for the purpose of carrying on any business that has for its object the acquisition of gain by the association, partnership or company, or by the individual members thereof, unless it is registered as a company under this Ordinance.

(2) Every person who is a member of any association, partnership or 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.

¹Section 2, 11, 12, 13, 438, and 506, came into force w.e.f. 1-11-1984, by S.R.O. 941 (I)/84, dt. 31-10-1984, see Gaz. of P. 1984, Ext., Pt. II, p. 1877.

(3) Nothing in this section shall apply to,---

(a) any society, body or association, other than a partnership, formed or incorporated under any other Pakistan law; or

(b) a joint family carrying on joint family business; or

(c) a partnership of two or more joint families where the total number of members of such families, excluding the minor members, does not exceed twenty [; or]¹

¹[(d) a partnership formed to carry on practice as lawyers, accountants or any other profession where practice as a limited liability company is not permitted under the relevant laws or regulations for such practice.]

15. Mode of forming a Company.-(1) Any ²[three] or more persons associated for any lawful purpose may, by subscribing their names to a memorandum of association and complying with the requirements of this Ordinance in respect of registration, form a public company and any two or more persons so associated may, in like manner, form a private company.

(2) A company formed under sub-section (1) may be a company with or without limited liability, that is to say,--

(a) a company limited by shares; or

(b) a company limited by guarantee; or

(c) an unlimited company

16. Memorandum of company limited by shares. In the case of a company limited by shares,-

(a) the memorandum shall state--

(i) the name of the company with the word “limited” as the last word of the name in the case of a public limited company, and the parenthesis and words “(Private) Limited” as the last words of the name in the case of a private limited company;

(ii) the Province or the part of Pakistan not forming part of a Province, as the case may be, in which the registered office of the company is to be situate;

(iii) the objects of the company, and except in the case of a trading corporation, the territories to which they extend;

(iv) that the liability of the members is limited; and

(v) the amount of share capital with which the company proposes to be registered, and the division thereof into shares of a fixed amount;

¹Subs. & added by Act V of 1999, s. 2.

²Subs. by Ord. 100 of 02, s. 2 & Sch.

(b) no subscriber of the memorandum shall take less than one share; and

(c) each subscriber of the memorandum shall write opposite to his name the number of shares he takes.

17. Memorandum of company limited by guarantee. In the case of a company limited by guarantee,-

(a) whether or not the company has a share capital, the memorandum shall state--

(i) the name of the company with the parenthesis and words “(Guarantee) Limited” as the last words of its name;

(ii) the Province or the part of Pakistan not forming part of a Province, as the case may be, in which the registered office of the company is to be situate;

(iii) the objects of the company, and, except in the case of a trading corporation, the territories to which they extend;

(iv) that the liability of the members is limited; and

(v) that each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year afterwards, for payment of the debts and liabilities of the company contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding a specified amount; and

(b) if the company has a share capital,--

(i) the memorandum shall also state the amount of share capital with which the company proposes to be registered and the division thereof into shares of a fixed amount;

(ii) no subscriber of the memorandum shall take less than one share; and

(iii) each subscriber shall write opposite to his name the number of shares he takes.

18. Memorandum of unlimited company. In the case of an unlimited company,-

(a) whether or not the company has a share capital, the memorandum shall state--

(i) the name of the company;

(ii) the Province or the part of Pakistan not forming part of a Province, as the case may be, in which the registered office of the company is to be situate; and

(iii) the objects of the company, and, except in the case of a trading corporation, the territories to which they extend; and

(b) if the company has a share capital,---

(i) no subscriber of the memorandum shall take less than one share; and

(ii) each subscriber shall write opposite to his name the number of shares he takes.

19. Printing, signature, etc., of memorandum.-¹[(1)] The memorandum shall be,---

(a) printed;

(b) divided into paragraphs numbered consecutively;

²[“(c) signed by each subscriber, who shall add his present name, his occupation and father’s name or, the case of a married woman or widow, her husband’s or deceased husband’s name in full, his nationality and his usual residential address and such other particulars as may be prescribed, in the presence of a witness who shall attest the signature and shall likewise add his particulars; and”]

(d) dated.

³[(2) Notwithstanding anything contained in this Ordinance or in any other law for the time being in force or the memorandum and articles, the memorandum and articles of a company shall be deemed to include, and always to have included, the power to enter into any arrangement for obtaining loans, advances or credit, as defined in the Banking Companies Ordinance, 1962 (LVII of 1962), and to issue other securities not based on interest for raising resources from a scheduled bank or a financial institution.

20. Restriction on alteration of memorandum. A company shall not alter the conditions contained in its memorandum except in the cases and in the mode and to the extent specified in this Ordinance.

21. Alteration of memorandum.-(1) Subject to the provisions of this Ordinance, a company may, by special resolution, alter the provisions of its memorandum so as to change the place of its registered office from one Province to another, or from one city or town in a Province to another, or from a part of Pakistan not forming part of a Province to a Province or from a Province to a part of Pakistan not forming part of a Province, or with respect to the objects of the company, so far as may be required to enable it,---

(a) to carry on its business more economically or more efficiently; or

¹Section 19 was re-numbered as sub-section (1) of that section by the Banking and Financial (Amdt. of Laws) Ordinance, 1984 (57 of 1984), s. 2 and Sch.

²Subs. by Ord. 100 of 02, s. 2 & Sch.

³ New sub-section (2) added. ibid.

(b) to attain its main purpose by new or improved means; or

(c) to enlarge or change the local area of its operations; or

(d) to carry on some business, not being a business specified in its memorandum, which may conveniently or advantageously be combined with the business of the company; or

(e) to restrict or abandon any of the objects specified in the memorandum; or

(f) to sell or dispose of the whole or any part of the undertaking of the company; or

(g) to amalgamate with any other company or body of persons.

(2) The alteration shall not take effect until and except in so far as it is confirmed by the Authority on petition:

Provided that an alteration so as to change the place of registered office of a company from a place in the Province of the Punjab to the Islamabad Capital Territory or from the latter to a place in the Province of the Punjab, or from one city in a Province to another, shall not require confirmation by the Authority.

(3) Before confirming the alteration, the Authority must be satisfied,---

(a) that sufficient notice has been given to every holder of debentures of the company, and to any person or class of persons whose interest will, in the opinion of the Authority, be affected by the alteration; and

(b) that, with respect to every creditor who in the opinion of the Authority is entitled to object, and who signifies his objection in manner directed by the Authority, either his consent to the alteration has been obtained or his debt or claim has been discharged or determined, or has been secured to the satisfaction of the Authority:---

Provided that the Authority may, in the case of any person or class of persons, for special reasons, dispense with the notice required by clause (a).

22. Power of Authority when confirming alteration. The Authority may make an order confirming the alteration either wholly or in part, and on such terms and conditions as it thinks fit, and may make such order as to costs as it thinks proper.

23. Exercise of discretion by Authority. The Authority shall in exercising its discretion under sections 21 and 22 have regard to the rights and interests of the members of the company or of any class of them, as well as to the rights and interests of the creditors, and may, if it thinks fit, adjourn the proceedings in order that an arrangement may be made to the satisfaction of the Authority for the purchase of the interests of dissident members; and may give such directions and make such orders as it may think expedient for facilitating or carrying into effect any such arrangement:---

Provided that no part of the capital of the company may be expended in any such purchase.

24. Procedure on confirmation of the alteration.-(1) A certified copy of the order confirming the alteration, together with a printed copy of the memorandum as altered, shall, within ninety days from the date of the order, be filed by the company with the registrar, and he shall register the same, and shall certify the registration under his hand, and the certificate shall be conclusive evidence that all the requirements of this Ordinance with respect to the alteration and the confirmation thereof have been complied with, and thenceforth the memorandum so altered shall be the memorandum of the company.

[¹* * * * * * * ]

(3) The Authority may by order at any time extend the time for the filing of documents with the registrar under this section for such period as it thinks proper.

25. Effect of failure to register within ninety days. No such alteration shall have any operation until registration thereof has been duly effected in accordance with the provisions of section 24, and if such registration is not effected within ninety days next after the date of the order of the Authority confirming the alteration, or within such further time, as may be allowed by the Authority, in accordance with the provisions of section 24, such alteration and order, if any, and all proceedings connected therewith shall, at the expiration of such period of ninety days or such further time, as the case may be, become null and void:---

Provided that the Authority may, on sufficient cause shown, revive the order or alteration, as the case may be, on application made within a further period of ninety days.

ARTICLES OF ASSOCIATION

26. Registration of articles.-(1) There may, in the case of a company limited by shares, and there shall, in the case of a company limited by guarantee or an unlimited company, be registered with the memorandum, articles of association signed by the subscribers to the memorandum and setting out regulations for the company.

¹Omitted by Act IV of 2007, s. 13 (w.e.f. 1-7-07)

(2) Articles of association may adopt all or any of the regulations contained in Table A in the First Schedule.

(3) In the case of an unlimited company or a company limited by guarantee, the articles, if the company has a share capital, shall state the amount of share capital with which the company proposes to be registered.

(4) In the case of an unlimited company or a company limited by guarantee, if the company has not a share capital, the articles shall state the number of members with which the company proposes to be registered.

(5) In the case of a company limited by shares and registered after the commencement of this Ordinance, if articles are not registered, or, if articles are registered, in so far as the articles do not exclude or modify the regulations in Table A in the First Schedule, those regulations shall, so far as applicable, be the regulations of the company in the same manner and to the same extent as if they were contained in duly registered articles.

(6) The articles of every company shall be explicit and without ambiguity and, without prejudice to the generality of the foregoing, shall list and enumerate the voting and other rights attached to the different classes of shares and other securities, if any, issued or to be issued by it.

27. Printing, signature, etc. of articles. The articles shall be,---

(a) printed;

(b) divided into paragraphs numbered consecutively;

¹[“(c) signed by each subscriber, who shall add his present name in full, his occupation and father”s name or, in the case of a married woman or widow, her husband”s or deceased husband”s name in full, his nationality and his usual residential address and such other particulars as may be prescribed, if the presence of a witness who shall attest the signature and shall likewise add his particulars; and”]

(d) dated.

28. Alteration of articles. Subject to the provisions of this Ordinance and to the conditions contained in its memorandum, a company may by special resolution alter or add to its articles, and any alteration or addition so made shall be as valid as if originally contained in the articles, and be subject in like manner to alteration by special resolution:

Provided that, where such alteration affects the substantive rights or liabilities of members or of a class of members, it shall be carried out only if a majority of at least three-fourth of the members or of the class of members affected by such alteration, as the case may be, personally or through proxy vote for such alteration.

¹Subs. by Ord. 100 of 02, s. 2 & Sch

FORM OF MEMORANDUM AND ARTICLES

29. Form of memorandum and articles. The form of,---

(a) the memorandum of association of a company limited by shares;

(b) the memorandum and articles of association of a company limited by guarantee and not having a share capital;

(c) the memorandum and articles of association of a company limited by guarantee and having a share capital;

(d) the memorandum and articles of association of an unlimited company having a share capital;

shall be respectively in accordance with the forms set out in Tables B, C, D and E in the First Schedule or as near thereto as circumstances admit.

GENERAL PROVISIONS WITH RESPECT TO REGISTRATION OF MEMORANDUM AND ARTICLES

30. Registration of memorandum and articles, etc.-(1) The memorandum and the articles, if any, shall be filed with the registrar ¹[* * *]

(2) A declaration by such person as may be prescribed in this behalf, or by a person named in the articles as a director, or other officer of the company, of compliance with all or any of the requirements of this Ordinance and the rules made thereunder shall be filed with the registrar; and the registrar may accept such a declaration as sufficient evidence of such compliance.

(3) If the registrar is satisfied that the company is being formed for lawful purposes, that none of its objects stated in the memorandum is inappropriate or deceptive or insufficiently expressive and that all the requirements of this Ordinance and the rules made thereunder have been complied with in respect of registration and matters precedent and incidental thereto, he shall retain and register the memorandum and articles, if any.

(4) If registration of the memorandum is refused, the subscribers of the memorandum or any one of them authorised by them in writing may either supply the deficiency and remove the defect pointed out, or within thirty days of the order of refusal prefer an appeal-

(a) where the order of refusal has been passed by an additional registrar, a joint registrar, a deputy registrar or an assistant registrar, to the registrar; and

¹Omitted by Act IV of 2007, s. 13 (w.e.f. 1-7-07)

(b) where the order of refusal has been passed, or upheld in appeal, by the registrar, to the Authority.

(5) An order of the Authority under subsection (4) shall be final and shall not be called in question before any Court or other authority.

31. Effect of memorandum and articles.-(1) The memorandum and articles shall, when registered, bind the company and the members thereof to the same extent as if they respectively had been signed by each member and contained a covenant on the part of each member, his heirs, and legal representatives, to observe and be bound by all the provisions of the memorandum and of the articles, subject to the provisions of this Ordinance.

(2) All moneys payable by any member to the company under the memorandum or articles shall be a debt due from him to the company.

32. Effect of registration.-(1) On the registration of the memorandum of a company, the registrar shall certify under his hand that the company is incorporated and, in the case of a limited company, that the company is limited by shares or guarantee, as the case may be.

(2) From the date of incorporation mentioned in the certificate of incorporation, the subscribers of the memorandum, together with such other persons as may from time to time become members of the company, shall be a body corporate by the name contained in the memorandum, capable forthwith of exercising all the functioning of an incorporated company, and having perpetual succession and 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.

33. Conclusiveness of certificate of incorporation. A certificate of incorporation given by the registrar in respect of any association shall be conclusive evidence that all the requirements of this Ordinance in respect of registration and of matters precedent and incidental thereto have been complied with, and that the association is a company authorised to be registered and duly registered under this Ordinance.

34. Effect of alteration in memorandum or articles. Notwithstanding anything contained in the memorandum or articles of a company, no member of the company shall be bound by an alteration made in the memorandum or articles after the date on which he became a member if and so far as the alteration requires him to take or subscribe for more shares than the number held by him at the date on which the alteration is made, or in any way increases his liability as at that date to contribute to the share capital of, or otherwise to pay money to, the company:---

Provided that this section shall not apply in any case where the member agrees in writing either before or after the alteration is made to be bound thereby.

35. Copies of memorandum and articles to be given to members.-(1) Every company shall send to every member, at his request and within fourteen days thereof, on payment of such sum, not exceeding the prescribed amount, as the company may fix, a copy of the memorandum and the articles, if any.

(2) If a company makes default in complying with the requirements of subsection (1), it shall be liable for each offence to a fine not exceeding one hundred rupees.

36. Alteration of memorandum or articles to be noted in every copy.-(1) Where an alteration is made in the memorandum or articles of a company, every copy of the memorandum or articles issued after the date of the alteration shall conform to the memorandum or articles as so altered.

(2) If, where any such alteration has been made, the company at any time after the date of the alteration issues any copies of the memorandum “or articles which do not conform to the memorandum or articles as so altered, it shall be liable to a fine which may extend to one thousand rupees for each copy so issued and every officer of the company who is knowingly and wilfully in default shall be liable to the like penalty.

PROVISIONS WITH RESPECT TO NAMES OF COMPANIES

37. Prohibition of certain names.-(1) No company shall be registered by a name which in the opinion of the Authority is inappropriate or deceptive or is designed to exploit or office the religious susceptibilities of the people.

(2) A company shall not be registered by a name identical with that by which a company in existence is already registered, or so nearly resembling that name as to be calculated to deceive, except where the company in existence is in the course of being dissolved and signifies its consent in such manner as the registrar requires.

(3) Except with the prior approval in writing of the Authority, no company shall be registered by a name which contains any words suggesting or calculated to suggest,---

(a) the patronage of any, past or present, Pakistani or foreign, Head of State;

(b) any connection with the Federal Government or a Provincial Government or any department or authority of any such Government;

(c) any connection with any corporation set up by or under any Federal or Provincial law; or

(d) the patronage of, or any connection with, any foreign Government or any international organization.

(4) Whenever a question arises as to whether or not the name of a company is in violation of the foregoing provisions of this section, the decision of the Authority shall be final.

38. Rectification of name of a company. A company which, through inadvertence or otherwise, is registered by a name in contravention of the provisions of section 37,---

(a) may, with the approval of the registrar, change its name; and

(b) shall, if the registrar so directs, within thirty days of the receipt of such direction, change its name with the approval of the registrar:

Provided that the registrar shall, before issuing a direction for the change of name, afford the company an opportunity to make representation against the proposed direction:---

Provided further that no direction under clause (b) shall be issued after the expiration of three years from the date of registration of the company or registration by its new name, as the case may be.

39. Change of name by a company. A company may, by special resolution and with the approval of the registrar signified in writing, change its name:

Provided that no such approval shall be required where the only change in the name of a company is the addition thereto or, as the case may be, the deletion therefrom, of the parenthesis and word “(Private)” consequent on the conversion in accordance with the provisions of this Ordinance of a public company into a private company or of a private company into a public company.

40. Registration of change of name and effect thereof.-(1) Where a company changes its name, the registrar shall enter the new name on the register in place of the former name, and shall issue a certificate of incorporation altered to meet the circumstances of the case; and, on the issue of such a certificate, the change of name shall be complete.

(2) Where a company changes its name it shall, for a period of one year from the date of issue of a certificate by the registrar under subsection (1), continue to mention its former name alongwith its new name on the outside of every office or place in which its business is carried on and in every document or notice referred to in clauses (a) and (c) of section 143:---

Provided that the addition or deletion, as the case may be, of the parenthesis and word “(Private)” from the name of a company consequent on the conversion in accordance with the provisions of this Ordinance of a public company into a private company or of a private company into a public company shall not be deemed to be a change of name for the purpose of this sub-section.

(3) The change of name shall not affect any rights or obligations of the company, or render defective any legal proceedings by or against the company; and any legal proceedings by or against the company; and any legal proceedings that might have been continued or commenced against the company by its former name may be continued by or commenced against the company by its new name.

41. Alteration of names on commencement of Ordinance and change of status of company.-(1) As from the date of commencement of this Ordinance, the name of every existing company shall be deemed to include, before the last word “Limited”, the parenthesis and word “(Private)” in the case of a private company and the parenthesis and word “(Guarantee)” in the case of a company limited by guarantee, and the memorandum of association, the certificate of incorporation and other books and papers shall be deemed to be altered accordingly from that date.

(2) On conversion of a public company into a private company in accordance with the provisions of this Ordinance, the registrar shall add the parenthesis and word “(Private)” before the word “Limited” in the name of the company in the register and shall also issue a certificate to meet the circumstances of the case.

(3) On conversion of a private company into a public company in accordance with the provisions of this Ordinance, the registrar shall omit the parenthesis and word “(Private)” in the name of the company in the register and shall also issue a certificate to meet the circumstances of the case.

(4) If default is made in complying with a direction issued by the registrar under section 38, or with the requirements of subsection (2) of section 40, or in giving effect to the provisions of sub-section (1) of this section, the company, and every director or officer of the company who is knowingly and wilfully in default, shall be liable to a fine not exceeding ten thousand rupees and to a further fine not exceeding two hundred rupees for every day after the first during which the default continues.

ASSOCIATIONS NOT FOR PROFIT

42. Power to dispense with “Limited” in the name of charitable and other companies.—(1) Where it is proved to the satisfaction of the Authority that an association capable of being formed as a limited company has been or is about to be formed for promoting commerce, art, science, religion, sports, social services, charity or any other useful object, and applies or intends to apply its profits, if any, or other income in promoting its objects, and to prohibit the payment of any dividend to its members; the Authority may grant a licence and direct that the association be registered as a company with limited liability, without the addition of the words “Limited”, “(Private) Limited” or “(Guarantee) Limited”, as the case may be, to its name, and the association may be registered accordingly.

(2) A licence under subsection (1) may be granted on such conditions, and subject to such regulations as the Authority thinks fit and those conditions and regulations shall be binding on the association and shall, if the Authority so directs, be inserted in the memorandum and articles, or in one of those documents.

(3) The association shall on registration enjoy all the privileges of a limited company and be subject to all its obligations, except those of using the word or words “Limited”, “(Private) Limited” or “(Guarantee) Limited”, as the case may be; as part of its name.

(4) A licence under this section may at any time be revoked by the Authority, and upon its revocation the registrar shall enter the word or words “Limited”, “(Private) Limited” or “(Guarantee) Limited”, as the case may be, at the end of the name of the association upon the register, and the association shall cease to enjoy the exemptions and privileges granted by the preceding sub-sections:---

Provided that, before a licence is so revoked, the Authority shall give to the association notice in writing of its intention, and shall afford the association an opportunity of submitting a representation in opposition to the revocation.

COMPANIES LIMITED BY GUARANTEE

43. Provision as to companies limited by guarantee.-(1) In the case of a company limited by guarantee and not having a share capital, every provision in the memorandum or articles or is any resolution of the company purporting to give any person a right to participate in the divisible profits of the company otherwise than as a member shall be void.

(2) For the purpose of the provisions of this Ordinance relating to the memorandum of a company limited by guarantee and of sub-section (1), every provision in the memorandum or articles, or in any resolution, of a company limited by guarantee purporting to divide the undertaking of the company into shares or interests shall be treated as a provision for a share capital, notwithstanding that the nominal amount or number of the shares or interests is not specified thereby.

PROVISIONS RELATING TO CONVERSION OF PUBLIC COMPANY INTO PRIVATE COMPANY AND vise versa, AND OTHER MATTERS.

44. Conversion of public company into private company. No public company shall, except with the prior approval of the Authority in writing, and subject to such conditions as may be imposed by the Authority in this behalf, convert itself into a private company.

45. Prospectus or statement in lieu of prospectus to be filed by private company on ceasing to be private company.-(1) If a company, being a private company, alters its articles in such a manner that they no longer include the provisions which, under clause (28) of subsection (1) of section 2, are required to be included in the articles of a company in order to constitute it a private company, the company,---

(a) shall, as on the date of the alteration, cease to be a private company; and

(b) shall, within a period of fourteen days after the said date, file with the registrar either a prospectus or a statement in lieu of prospectus as specified in sub-section (2) or sub-section (3).

(2) Every prospectus filed under sub-section (1) shall state the matters specified in section 1 of Part I of the Second Schedule and set out the reports specified in section 2 of that Part, and the said sections 1 and 2 shall have effect subject to the provisions contained in section 3 of that Part.

(3) Every statement in lieu of prospectus filed under subsection (1) shall be in the form and contain the particulars set out in section 1 of Part III of the Second Schedule and, in the cases mentioned in section 2 of that Part, set out the reports specified therein, and the said sections 1 and 2 shrill have effect subject to the provisions contained in section 3 of that part.

(4) Where the persons making any such report as is referred to in subsection (2) or subsection (3) have made therein, or have, without giving the reasons indicated therein, made any such adjustments as are mentioned in clause 36 of Part I of the Second Schedule or clause 5 of section 3 of Part III of the Second Schedule, as the case may be, the prospectus or statement in lieu of prospectus filed as aforesaid shall have endorsed thereon or attached thereto a written statement, signed by those persons, setting out the adjustments and giving the reasons therefore.

(5) If default is made in complying with the provisions of any of the preceding subsections, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to five thousand rupees and to a further fine not exceeding one hundred rupees for every day after the first during which the default continues.

(6) Where any prospectus or statement in lieu of prospectus filed under sub-section (1) includes any untrue statement, any person who authorised the filing of such prospectus or statement shall be punishable with imprisonment for a term which may extend to two years, or with fine which may extend to ten thousand rupees, or with both, unless he proves either that the statement was immaterial or that he had reasonable ground to believe, and did, up to the time of the filing of the prospectus or statement, believe, that the statement was true.

(7) For the purposes of sub-section (6),---

(a) a statement included in a prospectus or a statement in lieu of prospectus shall be deemed to be untrue if it is misleading id the form and context in which it is included; and

(b) where the omission from a prospectus or a statement in lieu of prospectus of any matter is calculated to mislead, the prospectus or statement in lieu of prospectus shall be deemed, in respect of such omission, to be a prospectus or a statement in lieu of prospectus in which an untrue statement is included.

(8) For the purposes of sub-section (6) and clause (a) of sub-section (7), the expression “included” when used with reference to a prospectus or statement in lieu of prospectus, means included in the prospectus or statement in lieu of prospectus itself or contained in any report or memorandum appearing on the face thereof, or by reference incorporated therein.

46. Consequence of default in complying with conditions constituting a company a private company. Where the articles of a company include the provisions which, under clause (28) of sub-section (1) of section 2, are required to be included in the articles of a company in order to constitute it a private company, but default is made in complying with any of those provisions, the company shall cease to be entitled to the privileges and exemptions conferred on private companies by or under this Ordinance, and this Ordinance shall apply to the company as if it were not a private company:---

Provided that the Authority, on being satisfied that the failure to comply with the conditions was accidental or due to inadvertence or to some other sufficient cause, or that on other ground it is just and equitable to grant relief, may, on the application of the company or any other person interested and on such terms and conditions as seem to the Authority just and expedient, order that the company be relieved from such consequences as aforesaid.

CARRYING ON BUSINESS WITH LESS THAN THE LEGAL MINIMUM OF MEMBERS.

47. Liability for carrying on business with less than ¹[three] or, in the case of a private company, two members. If at any time the number of members of a company is reduced, in the case of a private company ¹[other than a single member company], below two, or in the case of any other company, below ¹[three], and the company carries on business for more than six months while the number is so reduced, every person who is a member of the company during the time that it so carries on business after those six months and is cognisant of the fact that it is carrying on business with fewer than two members or¹[three] members, as the case may be, shall be severally liable for the payment of the whole debts of the company contracted during that time, and may be sued therefor without joinder in the suit of any other member.

SERVICE AND AUTHENTICATION OF DOCUMENTS

48. Service of documents on 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.

49. Service of documents on registrar. A document may be served on the registrar by sending it to him at his office by registered post, or by delivering it to him, or leaving it for him at his office, against an acknowledgement of receipt.

50. Service of notice on members, etc.-(1) A notice may be given by a company to any member either personally or by sending it by post to him to his registered address or, if he has no registered address in Pakistan, to the address, if any, within Pakistan supplied by him to the company for the giving of notices to him.

(2) Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice and, unless the contrary is proved, to have been effected at the time at which the letter would be delivered in the ordinary course of post.

¹Subs. by Ord. 100 of 02, s. 2 & Sch.

(3) If a member has no registered address in Pakistan, and has not supplied to the company an address within Pakistan for the giving of notices to him, a notice addressed to him or to the shareholders generally and advertised in a newspaper circulating in the Province or the part of Pakistan not forming part of a Province in which the registered office of the company is situate shall be deemed to be duly given to him on the day on which the advertisement appears:---

Provided that in the case of a listed company such notice shall in addition to its being published as aforesaid be also published at least in one issue each of a daily newspaper in English language and a daily newspaper in Urdu language having circulation in the Province in which the stock exchange on which the company is listed is situate.

(4) A notice may be given by the company to the joint-holders of a share by giving the notice to the joint-holders named first in the register in respect of the share.

(5) A notice may be given by the company to the persons entitled to a share in consequence of the death or insolvency of a member by sending it through the post in a prepaid letter addressed to them by name, or by the title or representatives of the deceased, or assignees of the insolvent, or by any like description, at the address, if any, in Pakistan supplied for the purpose by the person claiming to be so entitled, or until such an address has been so supplied by giving the notice in any manner in which the same might have been given if the death or insolvency had not occurred.

(6) In addition to any other mode provided by this Ordinance for notice of any general meeting, notice of every general meting shall be given in some manner hereinbefore authorised to,---

(a) every member of the company except those members who, having no registered address within Pakistan, have not supplied to the company an address within Pakistan for the giving of notice to them;

(b) every person entitled to a share in consequence of the death or insolvency of a member who, but for his death or insolvency, would be entitled to receive, notice of the meeting; and

(c) the auditors of the company.

51. Authentication of documents and proceedings. Save as expressly provided in this Ordinance, a document or proceeding requiring authentication by a company may be signed by the chief executive or a director, secretary or other authorised officer of the company, and need not be under its common seal.

PART V.-PROSPECTUS, ALLOTMENT, ISSUE AND TRANSFER OF SHARES AND DEBENTURES, DEPOSITS, ETC.

PROSPECTUS

52. Prospectus to be dated. A prospectus issued by or on behalf of a company shall be dated, and that date shall, unless the contrary is proved, be taken as the date of publication of the prospectus.

53. Matters to be stated and reports to be set out in prospectus.-(1) Every prospectus issued,---

(a) by or on behalf of a company, or

(b) by or on behalf of any person who has been engaged or interested in the formation of a company,

shall state the matters specified in section 1 of Part I of the Second Schedule and set out the reports specified in section 2 of that Part and the said sections 1 and 2 shall have effect subject to the provisions contained in section 3 of that Part.

¹[(1A) A sufficient number of copies of the prospectus issued under sub-section (1) shall be made available at the registered office of the company, with the stock exchange at which the company is listed or is proposed to be listed and with the bankers to the issue, and the prospectus in its full text or in such abridged form as may be prescribed, shall be published at least in one Urdu and one English daily newspaper.]

(2) No prospectus shall be issued or an advertisement of a prospectus published in a newspaper less than seven days or more than thirty days before the subscription list, as specified in the prospectus, is due to open:

Provided that the Authority may for special reasons allow a prospectus to be issued or an advertisement of a prospectus to be published more than thirty days before the subscription list is due to open.

(3) If a prospectus is issued which does not comply with the provisions of subsection (1) or subsection (2), every person who is knowingly responsible for the issue of such prospectus shall be liable to a fine not exceeding ten thousand rupees and in the case of a continuing default to a further fine not exceeding two hundred rupees for every day from the day of the issue of the prospectus until a prospectus complying with the requirements aforesaid is issued and a copy thereof is filed with the registrar.

(4) A condition requiring or binding an applicant for shares in or debentures of a company to waive compliance with any of the requirements of this section, or purporting to affect him with notice of any contract, document or matter not specifically referred to in the prospectus, shall be void.

¹Ins. by Act V of 1999, s. 3

(5) No one shall issue any form of application for shares in or debentures of a company, unless the form is accompanied by a prospectus which complies with the requirements of this section:

Provided that this subsection shall not apply if it is shown that the form of application was issued either,---

(i) In connection with a bona fide invitation to a person to enter into an underwriting agreement with respect to the shares or debentures; or

(ii) in relation to shares or debentures which were not offered to the public.

(6) If any person acts in contravention of the provisions of sub-section (5) he shall be liable to a fine not exceeding two thousand rupees.

(7) A director or other person responsible for the prospectus shall not incur any liability by reason of any non-compliance with, or contravention of, any of the requirements of this section, if,---

(a) as regards any matter not disclosed, he proves that he had no knowledge thereof; or

(b) he proves that the non-compliance or contravention arose from an honest mistake of fact on his part; or

(c) that non-compliance or contravention was in respect of matters which, in the opinion of the registrar or officer dealing with the case, were immaterial, or was otherwise such as ought, in the opinion of the registrar or officer, as the case may be, having regard to all the circumstances of the case, reasonably to be excused:---

Provided that no director or other person shall incur any liability in respect of the failure to include in a prospectus a statement with respect to the matters specified in clause 18 of Part I of the Second Schedule, unless it is proved that he had knowledge of the matters not disclosed.

(8) This section shall not apply,---

(a) to the issue to existing members or debenture-holders of a company of a prospectus or form of application relating to shares in or debentures of the company, whether an applicant for shares or debentures will or will not have the right to renounce in favour of other persons; or

(b) to the issue of a prospectus or form of application relating to shares or debentures which are, or are to be, in all respects uniform with shares or debentures previously issued and for the time being dealt in or quoted on a stock exchange;

but, subject as aforesaid, this section shall apply to a prospectus or a form of application, whether issued on or with reference to the formation of a company or subsequently.-------------------

Name and surname (present & former) in full (in Block Letters	Father’s/ Husband’s Name in full	Nationality with any former Nationality	Occupation	Residential address in full	Number of shares taken by each subscriber	Signature
1. AB	OP	Pakistani	Resident Director Household Appliances Ltd., Lahore	14-A Street No.2 Sadaf Colony Hyderabad	10
2. CD	QR	“	Advocate		2
3. EF	ST	“	Property Dealer		1
4. GH	UV	“	Shopkeeper		1
5. IJ	WX	“	Civil Engineer		1
6. KL	YZ	“	Auto Part Dealer		1
7. PK	PK	“	Housewife		1
Total number of shares taken 17

Name of the company Delivered for registration by . The nominal share capital of the company ....................... Divided into Description of business to be undertaken and its prospects. Names, addresses, descriptions and occupations of^___ (a) directors or proposed directors; (b) chief executive or proposed chief executive; (c) managing agent, if any, or, proposed managing agent, if any; (d) secretary or proposed secretary. Any provision in the articles of the company or in any contract irrespective of the time when it was entered into, as to the appointment of and remuneration payable to the persons referred to in (a), (b), (c) and (d) above. The right of voting at meetings of the company conferred by, and the rights in respect of capital and dividends attached to, the several classes of shares.	……..Rs………. …Shares of Rs… each.
Number and amount of shares and debentures agreed to be issued as fully or partly paid‑up otherwise than in cash.	1……Shares of Rs…..fully paid. 2. Shares upon which Rs….per share credited as paid. 3. ....Debentures of Rs………..
The consideration for the intended issue of those shares and debentures of Number, description and amount of any shares or debentures which any person has or is entitled to be given an option to subscribe for, or to acquire from, a person to whom they have been allotted or agreed to be allotted with a view to his offering them for sale.	4.....Consideration. 1. Share of Rs……. And ….debentures of Rs ……
Period during which the option is exercisable	2. Until.

Price to be paid for shares or debentures subscribed for or acquired under option.	3. Rs......
Consideration for the option or the right to option	4. Consideration:
Persons to whom the option or the right to option was given or, if given to existing share holders or debenture holders as such, the relevant shares or debentures.	5. Names and addresses
Names, occupations and addresses of vendors of property purchased or acquired, or proposed to be purchased or acquired by the company except where the contract for its purchase or acquisition was entered into in the ordinary course of the business intended to be carried on by the company or the amount of the purchase money is not material.
Amount (in cash, shares or debentures) payable to each separate vendor.	Rs.
Amount (if any) paid or payable (in cash shares, or debentures) for each such property, specifying amount (if any) paid or payable for goodwill.	Total purchase price Cash Rs………… Shares Rs………….. Debentures Rs…………… Goodwill Rs…………..
Short particulars of every transaction relating to each such property which was completed within the two preceding years and in which any vendor to the company or any person who is, or was at the time thereof, a promoter, director or proposed director of the company had any interest, direct or indirect.
Amount (if any) paid or payable as commission for subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for any shares or debentures in the company; or	Amount paid … Amount payable…..
Rate of the commission………	Rate per cent.
The number of shares, if any, which persons have agreed to subscribe for a commission.	……………. Shares
If, it is proposed to acquire any business, the amount, as certified by the persons by whom the accounts of the business have been audited, of the net profits of the business in respect of each of the five years immediately preceding the date of this statement, provided that in the case of a business which has been carried on for less than five years and the accounts of which have only been made‑up in respect of four years, three years, two years or one year, the above requirements shall have effect as if references to four years, three years, two years or one year, as the case may be, were substituted for reference to five years, and in any such case the statement shall say how long the business to be acquired has been carried on.
Where the financial year with respect to which the accounts of the business have been made‑up is greater or less than a year, references to five years, four years, three years, two years and one year in this paragraph shall have effect as if references to such number of financial years as in the aggregate, cover a period of not less than five years, four years, three years, two years or one year, as the case may be, were substituted for reference to three years, two years and one year respectively.
Estimated amount of preliminary expenses	Rs…………

By whom those expenses have been paid or are payable	Name of promoter.
Amount paid or intended to be paid to any promoter	Amount Rs…………
Consideration for the payment	Consideration:
Any other benefit given or intended to be given to any promoter.	Name of promoter.
	Nature and value of benefit
Consideration for the benefit	Consideration:
Dates of, parties to, and general nature of^__ (a) Contract appointing or fixing the remuneration of directors, chief executive, managing agent, if any, or secretary; and (b) Every other material contract [other than (i) contracts entered into in the ordinary course of the business intended to be carried on by the company or (ii) entered into more than two years before the delivery of this statement]. Time and place at which^___(1) the contracts or copies thereof or (2) (i) in the case of a contract not reduced into writing, a memorandum giving full particulars thereof, and (ii) in the case of a contract wholly or partly in a language other than English or Urdu, a copy of a translation thereof in English or Urdu, or embodying a translation in English or Urdu of the parts in the other language, as the case may be, being a translation certified in the prescribed manner to be a correct translation, may be inspected. Names and addresses of the auditors and legal advisers of the company (if any). Full particulars of the nature and extent of the interest of every director, chief executive, managing agent, if any, or secretary in the promotion of or in the property proposed to be acquired, by the company, or where the interest of such a director consists in being a partner in a firm, the nature and extent of the interest of the firm, with a statement of all sums paid or agreed to be paid to him or to the firm in cash or shares, or otherwise, by any person either to induce him to become, or otherwise for services rendered by him or by the firm in connection with the promotion or formation of the company. Amount of minimum subscription and other information as required under sub‑clauses (a) and (b) of clause 5 of Part I.

The nominal share capital of the company	Rs……………
Divided into.	…….shares of Rs…………. each

Number and amount of shares issued	……….Shares: Rs
Amount of commission paid or payable in connection therewith.	Rs.
Amount of discount, if any, allowed on the issue of any shares, or so much thereof as has not been written off at the date of the statement.	Rs.
Unless more than two years have elapsed since the date on which the company was entitled to commence business:
Amount of preliminary expenses	Rs……………….
By whom those expenses have been paid or are payable.	Name of promoter
Amount paid or intended to be paid to any promoter	Rs…………….
Consideration for the payment	Consideration:
Any other benefit given or intended to be given to any promoter	Name of promoter: Nature and value of benefit;
Consideration for the benefit	Consideration:
The right of voting at meetings of the company conferred by, and the rights in respect of capital and dividends attached to the several classes of shares respectively.
Number and amount of shares and debentures issued within the two years preceding the date of this statement as fully or partly paid up otherwise than for cash or agreed to be so issued at the date of this statement	1. Shares of Rs……. fully paid 2.….Shares upon which Rs.… per share credited as paid. 3. Debentures for Rs. …each.
Consideration for the issue of those shares or debentures.	4. Consideration:
Number, description and amount of any shares or debentures which any person has or is entitled to be given an option to subscribe for, or to acquire, from, a person to whom they have been allotted or agreed to be allotted with a view to his offering them for sale.	1……..Shares of Rs… and debentures of Rs……
Period during which the option is exercisable	2. Until.
Price to be paid for shares or debentures subscribed for or acquired under the option.	3. Rs.
Consideration for the option or right to option.	4. Consideration;
Persons to whom the option or the right to option was given, or, if given to existing shareholders or debentures holders as such, the relevant shares or debentures.	5. Names and addresses:
Names, addresses, descriptions and occupations of vendors of property (1) purchased or acquired by the company within the two years preceding the date of this statement or (2) agreed or proposed to be purchased or acquired by the company, except where the contract for its purchase or acquisition was entered into in the ordinary course of business and there is no connection between the transaction and the company ceasing to be a private company or where the amount of the purchase money is not material.
Amount (in cash, shares or debentures) paid or payable to each separate vendor.	Rs.
Amount paid or payable in cash, shares or debentures for each such property, specifying the amount paid or payable for goodwill.	Total purchase price Rs… Cash Rs……… Shares Rs………. ebentures Rs. Goodwill Rs.

Short particulars of every transaction relating to each such property which was completed within the two preceding years and in which any vendor to the company or any person who is, or was at the time thereof, a promoter, director or proposed director of the company had any interest, direct or indirect.
Amount (if any) paid or payable as commission for subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for any shares or debentures in the company; or rate of the commission.	Amount paid ...... Amount payable Rate per cent .....
The number of shares, if any, which persons have agreed to subscribe for a commission.	…….Shares…….
If it is proposed to acquire any business, the amount, as certified by the persons by whom the accounts of the business have been audited, of the net profits of the business in respect of each of the five years immediately preceding the date of this statement, provided that, in the case of a business which has been carried on for less than five years, and the accounts of which have only been made up in respect of four years, three years, two years, or one year, the above requirements shall have effect as if references to four years, three years, two years or one year, as the case may be, were substituted for references to five years and in any such case, the statement shall say how long the business to be acquired has been carried on. Where the financial year with respect to which the accounts of the business have been made up is greater or less than a year, references to five years, four years, three years, two years and one year in this paragraph shall have effect as if references to such number of financial years, as, in the aggregate, cover a period of not less than five years, four years, three years, two years or one year, as the case may be, were substituted for references to three years, two years and one year respectively.

Number of shares taken up to the date of this return (which number must agree with the total shown in the list as held by existing members).	Number Class .............Shares.
Number of shares issued subject to payment wholly in cash	………..Share
Number of bonus shares issued as fully paid‑up	..............Share
Number of shares issued as fully paid‑up for a consideration other than cash.	……….Share
Number of shares (if any)	……..Shares
Issued at a discount.
Amount of discount on the issue of shares which has not been written off at the date of this return.	Rs. ............
Amount paid up on shares of each class.	Rs. Per share on….. Shares Rs… per share on…. Shares. Rs. Per shares on…. Shares


Total amount received on shares issued against cash.	Rs............
	Class Number
Total amount (if any) agreed to be considered as paid on number of shares issued as paid‑up for a consideration other than cash	Rs ……….. on ...............Shares ................Shares
Total amount of unpaid capital.	Rs……………
Total amount of the sums (if any) paid by way of	Rs…………….
commission in respect of any shares or debenture.	Rs……………
Total amount of the sums (if any) received by way of premium on shares
Total amount of sums (if any) allowed by way of discount in respect of any debentures since the date of the last return.	Rs .................

Folio in register/ ledger	Names, addresses, Nationality and occupation.	Father’s/ Husband’s Name.	*Account* of shares Particulars of shares transferred since the date of the previous annual general meeting or in the case of the first return since the incorporation of the company by (a) persons who are still members and (b) persons who have ceased to be members VV		NumberV of shares held* by members at date of annual general meeting or the last date of the year if no annual general meeting held.	Names, Father’s/ Husband’s name, addresses, nationality and occupation if any of transferees	Remarks
			Number	Date of registration of transfer
I. Shareholders/Members. II. Debenture-holder.

Year	No.	Subject or Short Title	Extent of Repeal
1	2	3	4
1913	VII	The Companies Act, 1913	The whole.
1918	VI	The Companies (Foreign Interests) Act, 1918	The whole.
1958	X	The Undesirable Companies Act, 1958	The whole.
1969	XVII	The Securities and Exchange Ordinance, 1969.	Sections 11 to 15.
1972	President’s Order No. 2	The Companies (Managing Agency and Election of Directors) Order, 1972.	The whole.
1972	V	The Companies (Shifting of Registered Office) Ordinance, 1972	The whole.

Where the chief executive or managing agent is an individual, present name or names and surnames in full. Where the managing agent is a firm, the firm name (b) Where the managing agent is a body corporate, the corporate name (c) indicating whether chief executive or managing agent and how designated.	Any former names or names and surname in full.	Nationality and nationality of origin if different from present nationality (b) and (c).	Usual residential address; (in the case of a firm or body corporate, the registered or principal Office).	Particulars of managing agencies directorships, office of chief executive and secretary (in the case of individuals) held in other companies/bodies corporate.	Date of appointment as chief executive/managing agent in the company filing the annual return.	Date of cessation, if any.
1	2	3	4	5	6	7

2. Number of persons who are members on the date upto which this return is made up.
3. Particulars of Debentures issued, if any, with value, amount, terms and redemption date.
4. Particulars of Indebtedness. Total amount of indebtedness of the company on the date up to which the return is made up in respect of all mortgages and charges which are required to be registered with the registrar under the Ordinance or any previous Companies Act.	Rs……….
5. List of past and present Members and Debenture‑holders. List of persons who are members in the company on the day of the annual general meeting, namely, the …………. day of ………….. 19 …………and where no annual general meeting was held, the last date of the year and of persons who have been members therein at any time since the ……………… day of ……………… 19 …………..when the previous annual general meeting was held, or in the case of the first return, at any time since the incorporation of the company.

Present name or names and surnames in full.	Any former name or names and surnames in full.	Nationality and nationality of origin if different from present nationality.	Usual residential address.	Business occupation and particulars of offices of directors,@ Chief Executive and Secretary held in other companies/ bodies corporate.	Date of appointment.	Date of cessation if any.
1	2	3	4	5	6	7

Item	In case of online submission of documents Rs.	In case of physical submission of documents Rs.
1	2	3
(1) For registration of a company whose nominal share capital does not exceed 100,000 rupees, a fee of ……	2,500	5,000
(2) For registration of a company whose nominal share capital exceeds 100,000 rupees, the additional fee to be determined according to the amount of nominal share capital as follows, namely:
(i) For every 100,000 rupees of nominal share capital or part of 100,000 rupees, up to 10,000,000 rupees, a fees of ….	500	1,000
(ii) For every 100,000 rupees of nominal share capital or part of 100,000 rupees, after the first 10,000,000 rupees, upto 5.000,000,000 a fee of …..	300	750
(iii) For every 100,000 rupees of nominal share capital or part of 100,000 rupees after the first 5,000,000,000 a fee of ……	125	250
(3) For registration of an increase in the share capital made after the first registration of the company, an amount equal to the difference between the amount which world have been payable by the amount which would have been payable by reference to its capital immediately before the increase, calculated at the rates given under clause 2.
“Explanation”.^___ For the purpose of calculation of fee for registration of an increase in the share capital of the company which was originally formed on the basis of physical business now opting online submission, the difference of fee shall be calculated on the basis of rates applicable to a company treating as formed on online submission.

(4) For registration of any existing company, except such companies as are by the Ordinance exempted from payment of fees in respect of registration under this Ordinance, the same fee as is charged for registering a new company.
(5) For filing, registering or recording any document notifying particulars relating to a mortgage/charge or other interest created by a company; or any modification therein or satisfaction thereof, a fee of ..…		5000		7500
(6) For filing, registering or recording a document relating to a mortgage or charge required under the Ordinance, a fee of….		600		1500
II. By a company not having a share capital, other than a company registered under a licence granted under section 42.
(1) For registration of a new company, a fee of…		20,000		30,000
(2) For registration of any existing company, except such a company, which is, by the Ordinance, exempted from payment of fees in respect of registration under the Ordinance, the same fee as is charged for registering a new company.
(3) Companies limited by guarantee and having share capital shall be charged registration fee as mentioned at item I above.
(4) For filing, registering or recording any document notifying particulars relating to a mortgage/charge or other interest created by a company; or any modification therein or satisfaction thereof, a fee of..…		5000		7500
(5) for filing, registering or recording any document other than that at Sr. No. (4) above, required to be filed, registered or recorded under the Ordinance or making a record of any fact under the Ordinance, a fee of ….		600		1500
III. By a company registered under a licence granted under section 42 and not having a share capital:^___
(1) For an application seeking grant of licence or its renewal, a non-refundable processing fee of ….		15000		25000
(2) For registration, a fee of …….		25000		50000
(3) Companies limited by guarantee and having share capital shall be charged registration of fee as mentioned at item I above.
(4) For filing or recording any document notifying particulars relating to a mortgage/ charge or other interest created by a company, or any modifications therein or satisfaction thereof, a fee of…
(5) For filing, registering or recording any document other than that at Sr. No. (4) above, required to be filed, registered or recorded under the Ordinance or making a record of any fact under the Ordinance, a fee of.….		500		1000
IV. By a company established outside Pakistan which has a place of business in Pakistan:^___
(1) For filing, registering or recording a document containing charter/ statute/ memorandum and articles, etc. for registration by a foreign company under the Ordinance required or authorised to be filed, registered or recorded, a fee of ….		25000		50000
(2) For filing, registering or recording any document notifying particulars relating to a mortgage/charge or other interest created by a company, or any medication therein or satisfaction thereof, a fee of…..		5000		7500
(3) For filing, registering or recording any document other than that at SR. No. (2) above, required to be filed registered or recorded under the Ordinance or making a record of any fact under the Ordinance, a fee of …..		600		1500
V. For inspection of documents and register kept by the registrar in respect of a company, a fee….		200		500
VI (1) For certified copy of the certificate of incorporation or a certificate of commencement of business or a certificate of registration of mortgage or charge, a fee of….		100		200
(2) For a certified copy of the Memorandum and Articles of Association of private limited company a fee of…		250		500
(3) For a certified copy of the Memorandum and Articles of Association of other than a private limited company a fee.		500		1000
(4) For a certified copy of any return of private limited company, a fee of….		100		200
(5) For a certified copy of any return of other than a private limited company a fee of…		200		300
(6) For a certified copy or extract of any other document or register, calculated at the rate, per pae or fractional part thereof required to be copied subject to a minimum fee of one hundred rupees, a fee of,….		20		20
(7) For providing list of companies registered with the Commission, a fee calculated at the rate per data filed, subject to a minimum fee of five hundred rupees, a fee of ….		Rs. 2 per data field		Rs. 2 per data field
(8) For a corporate registration and compliance system generated company profile, per company, a fee of….		200		200
VII. For seeking approval of the Commission or the registrar in the following matters, as the case may be a non-refundable application processing fee of:
Application for:^___
(1) alteration in memorandum of association under section 21, a fee of ….		5000		10000
(2) availability of any proposed name for registration of a company from the registrar under section 37, a fee of….		200		500
(3) approval for change of name from the registrar under section 38 and 39, a fee of…		2500		5000
(4) conversion of status of company from a public company to a private company under section 44, a fee of…		2500		5000
(5) conversion of status of a company from a private company to a single member company under Rule 9 of Single Member companies Rules, 2003, a fee of….		2500		5000
(6) approval to issue, circulate and publish the prospectus from the Commission under section 57, in the following manner;
(i) Size of total issue including all types of securities upto Rs. 250 million a fee of …			25000
(ii) Size of total issue including all types of securities more than Rs. 250 million and upto Rs. 1000 million, a fee of ….			50000
(iii) Size of total issue including all types of securities more than Rs. 1000 million , a fee of			100000
(7) issuance of shares at discount under section 84, a fee of..			10000
(8) issuance of shares, otherwise than right under first proviso of sub-section 86, a fee of..			50000 or 0.1% of the proposed capital
(The aforesaid fee shall not apply to applications for issuance of shares under section 86 for the purpose of the Employee Stock Option Scheme)			Increase whichever is higher
(9) relaxation from the requirements of the companies (Issuance of Capital) Rules, 1996 under rule 10 thereof:
(i) For share capital proposed to be issued/ increased upto Rs. 50 million, a fee of..			25000
(ii) For share capital proposed to be issued/ increased above Rs. 50 million to Rs. 100 million, a fee of….			37500
(iii) For share capital proposed to be issued increased above Rs. 100 million, a fee of..			50000
(10) issuance of shares with different rights and privileges under section 90 read with Companies Share Capital (Variation if Right and Privileges) Rules, 2000, a fee of….			50000 or 0.1% of the proposed capital increase whichever is higher
(11) rectification in the particulars of mortgages/ charges or extension in time for filling the particulars of mortgages/ charge under section 131, a fee of ….	5000		7500
(12) extension in the prescribed period for holding annual general meeting under proviso of sub-section (1) of section 158, a fee of… (i) By a public company, a fee of.. (ii) By a private company, a fee of ….		15000 5000		15000 5000
(13) permission to hold annual general meeting by a listed company at a place other than the town in which the registered office of the company is situated under the proviso of sub-section (2) of section 158, a fee of….		2500		5000
(14) permission to hold an Extra Ordinary General Meeting at a shorter Notice under the proviso of sub-section (7) of section 159, a fee of..		2500		5000
(15) direction for holding annual general meeting/ Extra Ordinary General Meeting under section 170. (i) By a public company, a fee of.. (ii) By a private company, a fee of..		15000 5000		15000 5000
(16) election of directors by a listed company under section 178A, a fee of…		5000		10000
(17) approval of loan to director under section 195, a fee of..		5000		10000
(18) exemption from the applicability of provisions of section 206 under clause (b) of sub-section(2) thereof, a fee of…		10000		20000
(19) approval for the appointment of any sole purchase, sale or distribution agent under sub-section (3) of section 206, a fee of		10000		20000
(20) preparation of accounts of more than twelve months under section 233, a fee of..		2500		5000
(21) special audit under section, 234A, a fee of…		10000		20000
(22) exemption from the applicability of fourth schedule or 5^th schedule under sub-section (5) of section 234, a fee of…		2500		5000
(23) exemption from the applicability from the applicability of section 237 under sub-section (8) thereof, a fee of…		2500		5000
(24) appointment of auditor under sub-section (7) of section 252 in any of the situations arising under sub-section (1) and (6) thereof, a fee of		2500		5000
(25) appointment of cost audit under section 258, a fee of..		1000		2000
(26) investigation into the affairs of a company under the second proviso of section 263, a fee of..		10000		20000
(27) restoration of a company struck off by the Registrar under sub-section (9) of section 439..		5000		10000
(28) application under the Companies Easy Exit Scheme launched by the Commission a fee of..		5000		10000
(29) for an application to the Commission seeking approval to issue securities outside Pakistan, a fee of ..				200000
VIII. For an application other than those specified in part VII above or an appeal submitted to the registrar or the Commission under the Ordinance by or on behalf of a company, a fee of…		500		1000
IX. For an application/ appeal/ complaint submitted to the registrar or the Commission under the Ordinance:^___
(1) By a member of the company or any other person having dealing with company, a fee of..		500		500
(2) By any creditor of the company, a fee of…		500		1000