COMPANY LAW

SECTION NO. DESCRIPTION

MODULE - D
REFERENCE (BOOK PAGE NUMBER) Companies Ordinance, 1984 PAC ATFL KP REGISTER PAGE NUMBER DONE

Study Plan
REVISION NO.1 REVISION NO.2

OTHER
Section-3 Section-4 Section-5 Section-6 Section-14 Section-503 Meaning of "subsidiary" and "holding company" Ordinance not to apply to certain corporations Application of Ordinance to non-trading companies with purely provincial objects Ordinance to override memorandum, articles, etc. Obligation to register certain associations, partnerships, etc. as companies. Application of Ordinance to companies governed by special enactments

MEMORANDUM OF ASSOCIATION
Section-29 Section-15 Section-16 Section-17 Section-18 Forms of memorandum and articles Mode of forming a company Memorandum of company limited by shares Memorandum of company limited by guarantee Memorandum of unlimited company Name Clause Section-37 Section-38 Section-39 Section-40 Section-143 Section-144 Section-41 Prohibition of certain names Rectification of name of a company Change of name by a company Registration of change of name and effect thereof Publication of name by a limited company Penalties of non-publication of name Alteration of names on commencement of Ordinance and change of status of company Registered Office Section-142 Section-21(1) Section-21(2) Registered office of company Alteration of memorandum Alteration of memorandum Object Clause Section-21(1) Alteration of memorandum Liability Clause Section-47 Section-34 Section-28 Section-108 Liability for carrying on business with less than three or, in the case of a private company, two members Effect of alteration in memorandum or articles Alteration of articles Variation of shareholders' rights Capital Clause Section-89 Nature of shares and certificate of shares

COMPANY LAW
SECTION NO. DESCRIPTION

MODULE - D
REFERENCE (BOOK PAGE NUMBER) Companies Ordinance, 1984 PAC ATFL KP REGISTER PAGE NUMBER DONE

Study Plan
REVISION NO.1 REVISION NO.2

Section-90 Section-145 Section-91 Section-92 Section-107 Section-87 Section-94 Section-93

Classes and kinds of shares capital Publication of authorised as well as paid-up-capital Only fully paid shares to be issued Power of company limited by shares to alter its share capital Increase and reduction of share capital in case of company limited by guarantee having share capital Issue of shares in lieu of outstanding balance of any loans, etc. Notice of increase of share capital or of members Notice to register of consolidation of share capital, etc. Other Matters

Section-19 Section-20 Section-21(3) Section-23 Section-24(1) Section-24(3) Section-25

Printing, signature, etc., of memorandum Restriction on alteration of memorandum Alteration of memorandum Exercise of discretion by Commission Procedure on confirmation of the alteration Procedure on confirmation of the alteration Effect of failure to register within ninety days

ARTICLES OF ASSOCIATION
Section-26 Section-27 Section-28 Section-29 Registration of articles Printing, signature, etc. of articles Alteration of articles Forms of memorandum and articles

REGISTRATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

Section-30 Section-31 Section-32 Section-33 Section-22 Section-35 Section-36 Registration of memorandum and articles, etc. Effect of memorandum and articles Effect of registration Conclusiveness of certificate of incorporation Powers of Commission when confirming alteration Copies of memorandum and articles to be given to members Alteration of memorandum or articles to be noted in every copy

PROSPECTUS
Section-53 Section-52 Section-54 Section-55 Section-56 Matters to be stated and reports to be set out in prospectus Prospectus to be dated Expert to be unconnected with formation or management of company Expert's consent to issue of prospectus containing statement by him Penalty and interpretation

COMPANY LAW
SECTION NO. DESCRIPTION

MODULE - D
REFERENCE (BOOK PAGE NUMBER) Companies Ordinance, 1984 PAC ATFL KP REGISTER PAGE NUMBER DONE

Study Plan
REVISION NO.1 REVISION NO.2

Section-57 Section-58 Section-59 Section-63 Section-60 Section-61 Section-62 Section-62 A Section-64 Section-65 Section-66

Approval, issue and registration of prospectus Terms of contract mentioned in prospectus or statement in lieu of prospectus not to be varied Civil liability for misstatements in prospectus Interpretation of provisions relating to prospectus Criminal liability for misstatements in prospectus Document containing offer of shares or debentures for sale to be deemed prospectus Offer of shares or debentures for sale by certain persons Issue of securities outside Pakistan Newspaper advertisement of prospectus Construction of references to offering shares or debentures to the public etc. Penalty for fraudulently inducing persons to invest money

COMMISSION
Section-82 Power to pay certain commissions, and prohibition of payment of other commissions, discounts, etc.

ALLOTMENT
Section-67 Section-68 Section-70 Section-71 Section-72 Section-73 Application for, and allotment of, shares and debentures Restriction as to allotment Effect of irregular allotment Repayment of money received for shares not allotted Allotment of shares and debentures to be dealt in on stock exchange Return as to allotments

STATEMENT IN LIEU OF PROSPECTUS

Section-69 Statement in lieu of prospectus

COMMENCEMENT OF BUSINESS
Section-146 Restrictions on commencement of business

CERTIFICATE OF SHARES AND DEBENTURES

Section-74 Section-75 Limitation of time for issue of certificates Issue of duplicate certificates

TRANSFER OF SHARES AND DEBENTURES

Section-76 Section-77 Section-78 Section-78A Transfer of shares and debentures Directors not to refuse transfer of shares Notice of refusal to transfer Appeal against refusal for registration of transfer

COMPANY LAW
SECTION NO. DESCRIPTION

MODULE - D
REFERENCE (BOOK PAGE NUMBER) Companies Ordinance, 1984 PAC ATFL KP REGISTER PAGE NUMBER DONE

Study Plan
REVISION NO.1 REVISION NO.2

Section-79 Section-80 Section-81

Transfer to successor-in-interest Transfer to nominee of a deceased member Transfer by nominee or legal representative

FURTHER ISSUE OF CAPITAL

Section-86 Further issue of capital

PURCHASE OF OWN SHARES

Section-95 Section-95A Prohibition of purchase or grant of financial assistance by a company for purchase of its own or its holding companys shares Power of company to purchase its own shares REDUCTION OF CAPITAL Section-96 Section-97 Section-98 Section-99 Section-100 Section-101 Section-102 Section-103 Section-104 Section-105 Section-106 Section-107 Reduction of share capital Application to Court for confirming order Addition to name of company of 'and reduce' Objection by creditors and settlement of list of objecting creditors Power to dispense with consent of creditor on security being given for his debt Order confirming reduction Registration of order and minute of reduction Minute to form part of memorandum Liability of members in respect of reduced shares Penalty on concealment of name of creditor Publication of reasons for reduction Increase and reduction of share capital in case of company limited by guarantee having share capital

PREMIUM ON SHARE
Section-83 Application of premium received on issue of shares

DISCOUNT
Section-84 Power to issue shares at a discount

REDEMPTION
Section-85 Redemption of preference shares

ASSOCIATIONS NOT FOR PROFIT

Section-42 Power to dispense will "Limited" in the name of charitable and other Companies

COMPANIES LIMITED BY GUARANTEE

Section-43 Provision as to companies limited by guarantee

REGISTRATION OF UNLIMITED COMPANY AS LIMITED

Section-109 Section-110 Registration of unlimited company as limited Power of unlimited company to provide for reserve share capital on re-registration

COMPANY LAW
SECTION NO. DESCRIPTION CONVERSION OF PUBLIC COMPANY INTO PRIVATE COMPANY AND VICE VERSA
Section-44 Section-45 Section-46 Conversion of public company into private company Prospectus or statement in lieu of prospectus to be filed by private company on ceasing to be private company Consequence of default in complying with conditions constituting a company a private company

MODULE - D
REFERENCE (BOOK PAGE NUMBER) Companies Ordinance, 1984 PAC ATFL KP REGISTER PAGE NUMBER DONE

Study Plan
REVISION NO.1 REVISION NO.2

DEPOSITS
Section-88 Section-226 Deposits not to be invited without issuing an advertisement Securities and deposits, etc.

DEBENTURES
Section - 114 Section - 115 Section - 116 Section - 118 Section - 119 Section - 117 Section - 113 Section - 247 Section - 120 Debentures not to carry voting rights Perpetual debentures Power to re-issue redeemed debentures in certain cases Payment of certain debts out of assets subject to floating charge in priority to claims under the charge Powers and liabilities of trustee Specific performance of contract to subscribe for debentures Right of debenture-holder and shareholder to have copies of trust-deed Rights of debenture-holders, etc., as to receipt and inspection of report, etc. Issue of securities and redeemable capital not based on interest

REGISTRATION OF MORTGAGES, CHARGES, ETC.

Section - 121 Section - 122 Section - 123 Section - 124 Section - 125 Section - 126 Section - 127 Section - 128 Section - 129 Section - 130 Section - 131 Section - 132 Section - 133 Section - 134 Section - 135 Certain mortgages and charges to be void if not registered Registration of charges on properties acquired subject to charge Particulars in case of series of debentures entitling holders pari passu Particulars in case of commission, etc. on debentures Register of mortgages and charges Index to register of mortgages and charges Certificate of registration Endorsement of certificate of registration on debenture or certificate of debenture stock Duty of company and right of interested party as regards registration Copy of instrument creating mortgage or charge to be kept at registered office Rectification of register of mortgages Registration of payment or satisfaction of mortgages and charges Power of Registrar to make entries of satisfaction and release in absence of intimation from company Penalties Company's register of mortgages

COMPANY LAW
SECTION NO. DESCRIPTION
Right to inspect copies of instruments creating mortgages and charges and company's register of mortgages

MODULE - D
REFERENCE (BOOK PAGE NUMBER) Companies Ordinance, 1984 PAC ATFL KP REGISTER PAGE NUMBER DONE

Study Plan
REVISION NO.1 REVISION NO.2

Section - 136

RECEIVERS AND MANAGERS

Section - 137 Section - 138 Section - 139 Section - 140 Section - 141 Registration of appointment of receiver or manager Filing of accounts of receiver or manager Disqualification for appointment as receiver or manager Application to Court Powers of Court to fix remuneration, etc., of receiver or manager

DIRECTORS
Section - 174 Section - 175 Section - 187 Section - 217 Section - 214 Section - 215 Section - 216 Section - 176 Section - 180 Section - 178 Section - 178A Section - 179 Section - 182 Section - 184 Section - 177 Section - 181 Section - 188 Section - 195 Section - 183 Section - 185 Section - 186 Section - 189 Section - 190 Section - 191 Section - 192 Section - 193 Section - 194 Minimum number of directors Only natural persons to be directors Ineligibility of certain persons to become director Declaring a director to be lacking fiduciary behaviour Disclosure of interest by director Interest of other officers, etc. Interested director not to participate or vote in proceedings of directors First directors and their term Term of office of directors Procedure for election of directors Fresh election of directors on request of substantial acquirer Circumstances in which election of directors may be declared invalid Creditors may nominate directors Consent to act as director to be filed with registrar Retirement of directors Removal of director Vacation of office by the directors Loans to directors, etc. Certain provisions not to apply to directors representing special interests Validity of acts of directors Penalties Penalty for unqualified person acting as director, etc. Ineligibility of bankrupt to act as director, etc. Restriction on director's remuneration, etc. Restriction on assignment of office by directors Proceedings of directors Liabilities, etc., of directors and officers

COMPANY LAW
SECTION NO. DESCRIPTION

MODULE - D
REFERENCE (BOOK PAGE NUMBER) Companies Ordinance, 1984 PAC ATFL KP REGISTER PAGE NUMBER DONE

Study Plan
REVISION NO.1 REVISION NO.2

Section - 111 Section - 112 Section - 218 Section - 222 Section - 223 Section - 224 Section - 196

Limited company may have directors with unlimited liability Special resolution of limited company making liability of directors unlimited Disclosure to members of directors interest in contract appointing chief executive, managing agent or secretary Submission of statements of beneficial owners of listed securities Prohibition of short-selling Trading by directors, officers and principal shareholders Powers of directors

CHIEF EXECUTIVE
Section - 198 Section - 199 Section - 200 Section - 201 Section - 202 Section - 203 Section - 204 Appointment of first chief executive Appointment of subsequent chief executive Terms of appointment of chief executive and filling up of casual vacancy Restriction on appointment of chief executive Removal of chief executive Chief executive not to engage in business competing with company's business Penalty SECRETARY Section - 204A Certain companies to have Secretaries

BAR ON APPOINTMENT OF MANAGING AGENTS, SOLE PURCHASE AND SALES AGENTS, ETC.
Section - 206 Section - 207 Bar on appointment of managing agents, sole purchase, sales agents, etc. Terms and conditions of appointment of managing agent

ACCOUNTS
Section - 230 Section - 231 Section - 232 Section - 233 Section - 234 Section - 234A Section - 241 Section - 242 Section - 243 Section - 244 Section - 245 Section - 246 Section - 235 Books of accounts to be kept by the company Inspection of books of account by registrar, etc. Default in compliance with provisions of section 231 Annual accounts and balance-sheet Contents of balance-sheet Special Audit Authentication of balance-sheet Copy of balance-sheet to be forwarded to the registrar Right of member of company to copies of the balance-sheet, etc. and the auditor's report Penalty for improper issue, circulation or publication of balance-sheet or profit and loss account Quarterly accounts of listed companies Power of Commission to require submission of additional statements of accounts and reports Treatment of surplus arising out of revaluation of fixed assets

COMPANY LAW
SECTION NO. DESCRIPTION

MODULE - D
REFERENCE (BOOK PAGE NUMBER) Companies Ordinance, 1984 PAC ATFL KP REGISTER PAGE NUMBER DONE

Study Plan
REVISION NO.1 REVISION NO.2

Section - 236 Section - 237 Section - 238 Section - 239 Section - 240

Directors' report Consolidated financial statements. Financial year of holding company and subsidiary Rights of holding company's representatives and members Balance-sheet of modaraba company to include modaraba accounts, etc.

AUDIT
Section - 252 Section - 253 Section - 254 Section - 255 Section - 256 Section - 257 Section - 258 Section - 259 Section - 260 Appointment and remuneration of auditors Provisions as to resolutions relating to appointment and removal of auditors Qualification and disqualification of auditors Powers and duties of auditors Reading and inspection of auditor's report Signature on audit report, etc. Audit of cost accounts Penalty for non-compliance with provisions by companies Penalty for non-compliance with provisions by auditors

DIVIDEND
Section - 248 Section - 249 Section - 250 Section - 251 Certain restrictions on declaration of dividends Dividend to be paid only out of profits Dividend not to be paid except to registered shareholders or to their order or to their bankers Period for payments of dividend

MEETINGS AND PROCEEDINGS

Section - 157 Section - 158 Section - 159 Section - 197 A Section - 160 Section - 160 A Section - 161 Section - 165 Section - 167 Section - 168 Section - 166 Section - 164 Section - 169 Statutory meeting of company Annual general meeting Calling of extra ordinary general meeting Prohibition regarding distribution of gifts Provisions as to meetings and votes Circumstances in which proceedings of a General Meeting may be declared invalid. Proxies Voting to be by show of hands in first instance Demand for poll Time of taking poll Chairman's declaration of result of voting by show of hands to be evidence Notice of resolution Resolution passed at adjourned meeting

COMPANY LAW
SECTION NO. DESCRIPTION

MODULE - D
REFERENCE (BOOK PAGE NUMBER) Companies Ordinance, 1984 PAC ATFL KP REGISTER PAGE NUMBER DONE

Study Plan
REVISION NO.1 REVISION NO.2

Section - 170 Section - 171 Section - 172 Section - 173 Section - 162 Section - 163

Power of registrar to call meetings Penalty for default in complying with the directions of the registrar for holding the meeting Filing of resolution, etc. Minutes of proceedings of general meetings and directors Representation of corporations at meetings of companies and of creditors Representation of Federal Government, etc., at meetings of companies

CONTRACT
Section - 210 Section - 225 Section - 211 Section - 212 Form of contract Contracts by agents of company in which company is undisclosed principal Bills of exchange and promissory notes Execution of deeds

MISCELLANEOUS
Section - 213 Section - 227 Section - 228 Section - 229 Section - 197 Power for company to have official seal for use abroad Employees' provident funds and securities Right to see bank receipts for money or securities Penalty for contravention of section 226, 227 or 228 Prohibition regarding making of political contributions

INVESTMENT
Section - 208 Section - 209 Investments in associated companies and undertakings Investments of company to be held in its own name

REGISTER OF MEMBERS, DEBENTURE-HOLDERS, DIRECTORS & OTHER OFFICERS

Section - 147 Section - 149 Section - 205 Section - 148 Section - 156 Section - 150 Section - 151 Section - 152 Section - 153 Section - 154 Section - 155 Section - 219 Section - 220 Register of members and index Register and index of debenture-holders Register of directors, officers, etc. Trusts not to be entered on register Annual list of members, etc. Inspection of registers Power to close register Power of Court to rectify register Punishment for fraudulent entries in and omission from register Notice to register of rectification of register Register to be evidence Register of contracts, arrangements and appointments in which directors, etc., are interested Register of directors' shareholdings, etc.

COMPANY LAW
SECTION NO. DESCRIPTION

MODULE - D
REFERENCE (BOOK PAGE NUMBER) Companies Ordinance, 1984 PAC ATFL KP REGISTER PAGE NUMBER DONE

Study Plan
REVISION NO.1 REVISION NO.2

Section - 221

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

SERVICE AND AUTHENTICATION OF DOCUMENTS

Section - 48 Section - 49 Section - 50 Section - 51 Service of documents on company Service of documents on registrar Service of notice on members, etc. Authentication of documents and proceedings

POWER OF REGISTRAR TO CALL FOR INFORMATION, ETC.

Section - 231 Section - 261 Section - 262 Inspection of books of account by registrar, etc. Power of registrar to call for information or explanation Seizure of documents by registrar

SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN (SECP)

Section - 12 Section - 13 Powers and functions of the Commission Reference by the Federal Government or Commission to the Court

SECP ACT, 1997

JURISDICTION OF COURTS
Section - 7 Section - 8 Section - 9 Section - 10 Jurisdiction of the Courts Constitution of Company Benches Procedure of the Court Appeals against Court orders

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