13083671 Companies Ordinance 1984Presentation

7/28/2019 13083671 Companies Ordinance 1984Presentation

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introductionintroduction

GROUP MEMBERS:

Naveed Saeed Ihsan

Tufail BadshahTahir Aziz Muhammad Zeeshan


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Companies ordinance 1984

Companies ordinance 1984

DEFINITION

Base Copy is Companies ordinance 1969

514 Sections


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PRELIMINARYPRELIMINARY

1. Short title, extent and commencement

1. This Ordinance may be called the CompaniesOrdinance, 1984

2. It extends to the whole of Pakistan.3. It will come into force at once and the remaining

provisions of this Ordinance shall come into forceby Federal Govt. by notifications in future.


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PRELIMINARYPRELIMINARY

3. Meaning of "subsidiary" and "holding company"

A Company is Called Subsidiary if: that other company or corporate body directly or indirectly

controls or holds more than fifty per cent of its votingsecurities

the first mentioned company or body corporate is asubsidiary of any company

A Company is Called Holding if:

a company shall be deemed to be another's holdingcompany if, that other is its subsidiary


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MEMORANDUM OFMEMORANDUM OFASSOCIATIONASSOCIATION

19. PRINTING, SIGNATURE, ETC. OF MEMORANDUM

The memorandum shall bea. Printed

b. Divided into paragraphs numbered consecutively

i. By each subscriber

ii. Present name in full, His occupation and Fathers Name

c. dated.


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20. RESTRICTION ON ALTERATION OF MEMORANDUM

A company shall not alter the conditions containedin its memorandum except in the cases and in the

mode and to the extent specified in thisOrdinance.


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21. ALTERATION OF MEMORANDUM

A company may alter by special resolutiona. To carry on its business more economically or more

efficiently; or

b. To attain its main purpose by new or improved means; orc. To enlarge or change the local area of its operations;d. To carry on some business, not being a business

specified in its memorandum,e. to sell or dispose of the whole or any part of the

undertaking of the company

The alteration shall not take effect until and except in so far as it isconfirmed by the Commission on petition:


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ARTICLES OF ASSOCIATIONARTICLES OF ASSOCIATION

27. PRINTING, SIGNATURE, ETC., OF ARTICLES

The articles shall bea. Printed

b. Divided into paragraphs numbered consecutively

i. By each subscriber

ii. Present name in full, His occupation and Fathers Name

c. dated


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ARTICLES OF ASSOCIATIONARTICLES OF ASSOCIATION

28. ALTERATION OF ARTICLES

A company may alter Articles of Association only ifthe condition is mentioned in Memorandum It shall be carried out only if a majority of at least three-

fourths of the members OR

If there is sufficient votes by the Members affected by suchAlteration

The alteration shall not take effect until and except in so far as it isconfirmed by the Commission on petition:


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PROVISIONS WITH RESPECTPROVISIONS WITH RESPECTTO NAMES OF COMPANIESTO NAMES OF COMPANIES

37. PROHIBITION OF CERTAIN NAMES

1. Companies should not be registered with thename which in the opinion of the Commission

is inappropriate or deceptive or is exploit oroffend the religious Feelings of the people.

2. A Name already Registered with that Name

3. Except with the prior approval in writing of theCommission, no company shall be registered by a

name which contains any words calculated tosuggest:

a. Past or Present, Pakistani or foreign, Head of State

CONTINUECONTINUE


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37. PROHIBITION OF CERTAIN NAMES

b. any connection with the Federal Government or aProvincial Government

c. any connection with any corporation set up by or under

any Federal or Provincial law; ord. the patronage of, or any connection with, any foreign

Government or any international organization.

4. In Case of any Blame over the Name of Company,The provisions of this section says that thedecision of the Commission shall be final


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39. CHANGE OF NAME BY A COMPANY


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CONVERSION OFCONVERSION OFCOMPANIESCOMPANIES

44. CONVERSION OF PUBLIC COMPANY INTO PRIVATE COMPANY

A Public Company can be change to Private andPrivate company into Public Limited

only if there is the Prior written approval of theCommission in writingThe Commission may impose certain Conditions in

this behalf


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DISCOUNT on sharesDISCOUNT on shares

84. POWER TO ISSUE SHARES AT A DISCOUNT:

1. Only allowed if it isa. Authorized by resolution passed in AGM

b. The resolution must specify the maximum rate1 ofdiscount, at which shares are to be issued

c. After one year of commencement

d. Share on discount can be issued only when issue is sanctioned

2. Issue of shares at a discount shall not be

deemed to be reduction of capital.3. Balance sheet and other Statements musthave the Discount value in all

Not exceeding 10 % or a higher rate fixed by the Authority" by Companies (Amendment)


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REDUCTION OF SHAREREDUCTION OF SHARECAPITALCAPITAL

96. REDUCTION OF SHARE CAPITAL


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REGISTRATION OF UNLIMITEDREGISTRATION OF UNLIMITEDCOMPANY AS LIMITEDCOMPANY AS LIMITED

109. REGISTRATION OF UNLIMITED COMPANY AS LIMITED


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DIRECTORSDIRECTORS

174. MINIMUM NUMBER OF DIRECTORS

SM shall have at least one director;

PVT LTD private company shall have not less than two directors;

Public Company (rarely) shall have not less than three directors

PUBLIC LTD Co. / LISTED COMPANY shall have not less than seven directors to be elected in

AGM


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DIRECTORSDIRECTORS

176. FIRST DIRECTORS AND THEIR TERM


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177. RETIREMENT OF DIRECTORS


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180. TERM OF OFFICE OF DIRECTORS.

After selection in AGM of the Director, He cancontinue for Three Years

Until he not Resign He becomes disqualified

* Companies (Amendment) Ordinance, 2002.


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181. REMOVAL OF DIRECTOR

A Director Cant be Removed until There should be equal or exceed votes by Shareholders

Against him.


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WINDING UP OFWINDING UP OFUNREGISTERED COMPANIESUNREGISTERED COMPANIES

443. MEANING OF "UNREGISTERED COMPANY"


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LEGAL PROCEEDINGS,LEGAL PROCEEDINGS,OFFENCES, ETC.OFFENCES, ETC.

492*. PENALTY FOR FALSE STATEMENT

In any of below cases while making a falseStatement about a company shall be punishablewith fine not exceeding one hundred thousandrupees. Report, Certificate, Balance Sheet, Profit And Loss

Account, Income And Expenditure Account, Prospectus,offer ofshares, books ofaccounts

Explanation required by or for the purposes of any of theprovisions of the Company Documents

Omits any material fact knowing it to be material (Aquedate Disclosure)


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LEGAL PROCEEDINGS,LEGAL PROCEEDINGS,OFFENCES, ETC.OFFENCES, ETC.

497. PENALTY FOR IMPROPER USE OF WORD LIMITED

If any Person/ Business hides its identity:

Using Improper display name or title of Companye.g. Using Rahat Bakers Name

Hiding Your Company Name Last Titlee.g. Limited, (Private) Limited, (Guarantee) Limited,

In any Above Case, The Company will be liable to a fine not

exceeding fifty thousand* rupees and, In the case of a continuing offence, the company will liable to a further

fine not exceeding five hundred* rupees Each Day.

* Companies (Amendment) Ordinance, 2002.


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REGISTRAR FEE SCHEDULE


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