Company Law Study Plan

8/3/2019 Company Law Study Plan

1/10

COMPANY LAW MODULE - D Study Plan

Compan ies

Ordinance, 1984P A C A T F L K P

OTHER

Section-3 Meaning of "subsidiary" and "holding company"

Section-4 Ordinance not to apply to certain corporations

Section-5 Application of Ordinance to non-trading companies with purely provincial objects

Section-6 Ord inance to overr ide memorandum, ar tic les, etc.

Section-14 Obligation to register certain associations, partnerships, etc. as companies.

Section-503 Application of Ordinance to companies governed by special enactments

MEMORANDUM OF ASSOCIATION

Section-29 Forms of memorandum and articles

Section-15 Mode of forming a company

Section-16 Memorandum of company limited by shares

Section-17 Memorandum of company l imited by guarantee

Section-18 Memorandum of unlimited company

Name Clause

Section-37 Prohibition of certain names

Section-38 Rectification of name of a company

Section-39 Change of name by a companySection-40 Registrat ion o f change of name and effect thereof

Section-143 Publ ica tion of name by a limited company

Section-144 Penalt ies o f non-publ ica tion o f name

Section-41 Alteration of names on commencement of Ordinance and change of status of company

Registered Off ice

Section-142 Registered off ice of company

Section-21(1) Alteration of memorandum


Object C lause


Liab i l i ty C lause

Section-47Liability for carrying on business with less than three or, in the case of a private company,two members

Section-34 Effect of al terat ion in memorandum or ar ticles

Section-28 Alteration of articles

Section-108 Variation of shareholders' rights

Capi ta l C lause

Section-89 Nature of shares and certificate of shares

REVISION

NO.1

REVISION

NO.2

REFERENCE (BOOK PAGE NUMBER)

SECTION NO. DESCRIPTION

REGISTER

PAGE

NUMBER

DONE

1


2/10


Compan ies


REVISION

NO.1

REVISION

NO.2



REGISTER

PAGE

NUMBER

DONE

Section-90 Classes and kinds of shares capital

Section-145 Publication of authorised as well as paid-up-capital

Section-91 Only fully paid shares to be issued

Section-92 Power of company l imited by shares to alter i ts share capital

Section-107Increase and reduction of share capital in case of company limited by guarantee havingshare capital

Section-87 Issue of shares in lieu of outstanding balance of any loans, etc.

Section-94 Not ice o f increase of share capital or of members

Section-93 Notice to register of consolidation of share capital , etc.

Othe r Ma t te rs

Section-19 Print ing, signature, etc. , of memorandum

Section-20 Rest riction on alteration of memorandum


Section-23 Exercise of discretion by Commission

Section-24(1) Procedure on confirmation of the alteration

Section-24(3) Procedure on confirmation of the alteration

Section-25 Effect of fa ilure to register wi th in ninety days

ARTICLES OF ASSOCIATION

Section-26 Registration of articles

Section-27 Print ing, signature, etc. of articles

Section-28 Alteration of articles

Section-29 Forms of memorandum and articles

REGISTRATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

Section-30 Registrat ion o f memorandum and ar ticles, etc.

Section-31 Effect of memorandum and articles

Section-32 Effect of registration

Section-33 Conclusiveness of cert if icate of incorporat ion

Section-22 Powers of Commission when conf irming al terat ion

Section-35 Copies of memorandum and articles to be given to members

Section-36 Alteration of memorandum or articles to be noted in every copy

PROSPECTUS

Section-53 Matters to be stated and reports to be set out in prospectus

Section-52 Prospectus to be dated

Section-54 Expert to be unconnected with formation or management of company

Section-55 Expert's consent to issue of prospectus containing statement by him

Section-56 Penalty and interpretation

2


3/10


Compan ies


REVISION

NO.1

REVISION

NO.2



REGISTER

PAGE

NUMBER

DONE

Section-57 Approval , issue and reg istrat ion o f prospectus

Section-58Terms of contract mentioned in prospectus or statement in lieu of prospectus not to bevaried

Section-59 Civ il liabi li ty for misstatements in prospectus

Section-63 Interpretat ion o f prov isions rela ting to prospectus

Section-60 Crimina l liab ili ty for misstatements in prospectus

Section-61 Document containing offer of shares or debentures for sale to be deemed prospectus

Section-62 Offer of shares or debentures for sale by certain persons

Section-62 A Issue of secur it ies outs ide Pakistan

Section-64 Newspaper advertisement of prospectus

Section-65 Construction of references to offering shares or debentures to the public etc.

Section-66 Penalty for fraudulently inducing persons to invest money

COMMISSION

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

ALLOTMENT

Section-67 Application for, and allotment of, shares and debentures

Section-68 Restriction as to allotment

Section-70 Effect of irregular allotment

Section-71 Repayment of money received for shares not a llo tted

Section-72 Allotment of shares and debentures to be dealt in on stock exchange

Section-73 Return as to allotments

STATEMENT IN LIEU OF PROSPECTUS

Section-69 Statement in lieu of prospectus

COMMENCEMENT OF BUSINESS

Section-146 Restrict ions on commencement o f business

CERTIFICATE OF SHARES AND DEBENTURES

Section-74 L imi ta tion o f t ime for issue o f cer ti ficates

Section-75 Issue of duplicate certificates

TRANSFER OF SHARES AND DEBENTURES

Section-76 Transfer of shares and debentures

Section-77 Directors not to refuse transfer of shares

Section-78 Notice of refusal to transfer

Section-78A Appeal against refusal for registration of transfer

3


4/10


Compan ies


REVISION

NO.1

REVISION

NO.2



REGISTER

PAGE

NUMBER

DONE

Section-79 Transfer to successor-in-interest

Section-80 Transfer to nominee of a deceased member

Section-81 Transfer by nominee or legal representative

FURTHER ISSUE OF CAPITAL

Section-86 Further issue of capital

PURCHASE OF OWN SHARES

Section-95Prohibition of purchase or grant of financial assistance by a company for purchase of itsown or its holding companys shares

Section-95A Power o f company to purchase its own shares

REDUCTION OF CAPITAL

Section-96 Reduction of share capital

Section-97 Application to Court for conf irming order

Section-98 Addition to name of company of 'and reduce'

Section-99 Objection by creditors and settlement of list of objecting creditors

Section-100 Power to dispense with consent of creditor on security being given for his debt

Section-101 Order confirming reduction

Section-102 Registrat ion o f order and minute of reduction

Section-103 Minute to form part of memorandum

Section-104 Liabi li ty of members in respect of reduced shares

Section-105 Penalty on concealment o f name of cred itor

Section-106 Publ ica tion o f reasons for reduct ion

Section-107Increase and reduction of share capital in case of company limited by guarantee havingshare capital

PREMIUM ON SHARE

Section-83 Appl ica tion 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 Provis ion as to companies l imited by guarantee

REGISTRATION OF UNLIMITED COMPANY AS LIMITED

Section-109 Registration of unl imited company as l imited

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

4


5/10


Compan ies


REVISION

NO.1

REVISION

NO.2



REGISTER

PAGE

NUMBER

DONE

CONVERSION OF PUBLIC COMPANY INTO PRIVATE COMPANY AND

VICE VERSASection-44 Conversion of pub lic company into priva te company

Section-45Prospectus or statement in lieu of prospectus to be filed by private company on ceasingto be private company

Section-46Consequence of default in complying with conditions constituting a company a privatecompany

DEPOSITS

Section-88 Deposits not to be invited without issuing an advertisement

Section-226 Securities and deposits, etc.

DEBENTURES

Section - 114 Debentures not to carry voting rights

Section - 115 Perpetual debentures

Section - 116 Power to re-issue redeemed debentures in certain cases

Section - 118Payment of certain debts out of assets subject to floating charge in priority to claimsunder the charge

Section - 119 Powers and liabi li ties of trustee

Section - 117 Specific performance of contract to subscribe for debentures

Section - 113 Right of debenture-holder and shareholder to have copies of trust-deed

Section - 247 Rights of debenture-holders, etc., as to receipt and inspection of report, etc.

Section - 120 Issue of securities and redeemable capital not based on interest

REGISTRATION OF MORTGAGES, CHARGES, ETC.

Section - 121 Certain mortgages and charges to be void if not registered

Section - 122 Registration of charges on properties acquired subject to charge

Section - 123 Particulars in case of series of debentures entitling holders pari passu

Section - 124 Particulars in case of commission, etc. on debentures

Section - 125 Register of mortgages and charges

Section - 126 Index to register of mortgages and charges

Section - 127 Cert ificate of registration

Section - 128 Endorsement of certificate of registration on debenture or certificate of debenture stock

Section - 129 Duty of company and right of interested party as regards registration

Section - 130 Copy of instrument creating mortgage or charge to be kept at registered office

Section - 131 Recti fication of register of mortgages

Section - 132 Registration of payment or satisfaction of mortgages and charges

Section - 133Power of Registrar to make entries of satisfaction and release in absence of intimationfrom company

Section - 134 Penalties

Section - 135 Company's reg ister o f mortgages

5


6/10


Compan ies


REVISION

NO.1

REVISION

NO.2



REGISTER

PAGE

NUMBER

DONE

Section - 136Right to inspect copies of instruments creating mortgages and charges and company'sregister of mortgages

RECEIVERS AND MANAGERS

Section - 137 Registration of appointment of receiver or manager

Section - 138 Fil ing of accounts of receiver or manager

Section - 139 Disqualification for appointment as receiver or manager

Section - 140 Application to Court

Section - 141 Powers of Court to fix remuneration, etc., of receiver or manager

DIRECTORS

Section - 174 Minimum number of directors

Section - 175 Only natural persons to be di rectors

Section - 187 Ineligibility of certain persons to become director

Section - 217 Declaring a director to be lacking fiduciary behaviour

Section - 214 Disclosure of in terest by director

Section - 215 Interest of o ther o ff icers, etc.

Section - 216 Interested director not to participate or vote in proceedings of directors

Section - 176 F irst directors and their term

Section - 180 Term of office of directors

Section - 178 Procedure for election of di rectors

Section - 178A Fresh election of directors on request of substantial acquirer

Section - 179 Circumstances in which election of directors may be declared invalid

Section - 182 Cred itors may nominate d irectors

Section - 184 Consent to act as director to be fi led with registrar

Section - 177 Ret irement of directors

Section - 181 Removal of director

Section - 188 Vacat ion o f of fice by the directors

Section - 195 Loans to directors, etc.

Section - 183 Certain provisions not to apply to directors representing special interests

Section - 185 Validity of acts of directors

Section - 186 Penalties

Section - 189 Penalty for unqualified person acting as director, etc.

Section - 190 Ineligibi li ty of bankrupt to act as director, etc.

Section - 191 Restriction on director's remuneration, etc.

Section - 192 Restriction on assignment of office by directors

Section - 193 Proceedings of directors

Section - 194 Liabi li ties, etc., of directors and officers

6


7/10


Compan ies


REVISION

NO.1

REVISION

NO.2



REGISTER

PAGE

NUMBER

DONE

Section - 111 Limited company may have directors with unlimited liability

Section - 112 Special resolution of limited company making liability of directors unlimited

Section - 218Disclosure to members of directors interest in contract appointing chief executive,managing agent or secretary

Section - 222 Submission of statements of beneficial owners of listed securities

Section - 223 Prohibi tion o f shor t-se ll ing

Section - 224 Trading by directors, officers and principal shareholders

Section - 196 Powers of directors

CHIEF EXECUTIVE

Section - 198 Appoin tment of fi rst chief execut ive

Section - 199 Appointment of subsequent chief executive

Section - 200 Terms of appointment of chief executive and fil ling up of casual vacancy

Section - 201 Restriction on appointment of chief executive

Section - 202 Removal of chief executive

Section - 203 Chief executive not to engage in business competing with company's business

Section - 204 Penalty

SECRETARY

Section - 204A Certain companies to have SecretariesBAR ON APPOINTMENT OF MANAGING AGENTS, SOLE PURCHASE AND

SALES AGENTS, ETC.

Section - 206 Bar on appointment of managing agents, sole purchase, sales agents, etc.

Section - 207 Terms and conditions of appointment of managing agent

ACCOUNTS

Section - 230 Books of accounts to be kept by the company

Section - 231 Inspection of books of account by registrar, etc.

Section - 232 Default in compliance with provisions of section 231

Section - 233 Annual accounts and ba lance-sheet

Section - 234 Contents of balance-sheet

Section - 234A Special Audit

Section - 241 Authentica tion of balance-sheet

Section - 242 Copy of balance-sheet to be forwarded to the registrar

Section - 243 Right of member of company to copies of the balance-sheet, etc. and the auditor's report

Section - 244Penalty for improper issue, circulation or publication of balance-sheet or profit and lossaccount

Section - 245 Quarterly accounts of l isted companies

Section - 246Power of Commission to require submission of additional statements of accounts andreports

Section - 235 Treatment of surplus arising out of revaluation of fixed assets

7


8/10


Compan ies


REVISION

NO.1

REVISION

NO.2



REGISTER

PAGE

NUMBER

DONE

Section - 236 Directors' report

Section - 237 Consol idated f inancia l s tatements.

Section - 238 Financial year of holding company and subsidiary

Section - 239 Rights of holding company's representatives and members

Section - 240 Balance-sheet of modaraba company to include modaraba accounts, etc.

AUDIT

Section - 252 Appointment and remuneration of auditors

Section - 253 Provisions as to resolutions relating to appointment and removal of auditors

Section - 254 Quali fication and disqual if ication of auditors

Section - 255 Powers and duties of auditors

Section - 256 Reading and inspection of auditor's report

Section - 257 Signature on audi t report , e tc .

Section - 258 Audit of cost accounts

Section - 259 Penalty for non-compliance with provisions by companies

Section - 260 Penalty for non-compliance with provisions by auditors

DIVIDEND

Section - 248 Certain restrictions on declaration of dividends

Section - 249 Div idend to be pa id on ly out of pro fi ts

Section - 250Dividend not to be paid except to registered shareholders or to their order or to theirbankers

Section - 251 Per iod for payments of d iv idend

MEETINGS AND PROCEEDINGS

Section - 157 Statutory meeting of company

Section - 158 Annual general meeting

Section - 159 Calling of extra ordinary general meeting

Section - 197 A Prohibition regarding distribution of gifts

Section - 160 Provis ions as to meet ings and votes

Section - 160 A Circumstances in which proceedings of a General Meeting may be declared invalid.

Section - 161 Proxies

Section - 165 Voting to be by show of hands in fi rst instance

Section - 167 Demand for poll

Section - 168 Time of taking poll

Section - 166 Chairman's declaration of result of voting by show of hands to be evidence

Section - 164 Notice of resolution

Section - 169 Resolution passed at adjourned meeting

8


9/10


Compan ies


REVISION

NO.1

REVISION

NO.2



REGISTER

PAGE

NUMBER

DONE

Section - 170 Power o f registrar to ca ll meet ings

Section - 171 Penalty for default in complying with the directions of the registrar for holding the meeting

Section - 172 F iling of resolution, etc.

Section - 173 Minutes of proceedings of general meetings and directors

Section - 162 Representation of corporations at meetings of companies and of creditors

Section - 163 Representation of Federal Government, etc., at meetings of companies

CONTRACT

Section - 210 Form of contract

Section - 225 Contracts by agents of company in which company is undisclosed principal

Section - 211 Bil ls of exchange and promissory notes

Section - 212 Execution of deeds

MISCELLANEOUS

Section - 213 Power for company to have official seal for use abroad

Section - 227 Employees' provident funds and securi ties

Section - 228 Right to see bank receipts for money or securi ties

Section - 229 Penalty for contravention of section 226, 227 or 228

Section - 197 Prohibition regarding making of political contributions

INVESTMENT

Section - 208 Investments in associated companies and undertakings

Section - 209 Investments of company to be held in i ts own name

REGISTER OF MEMBERS, DEBENTURE-HOLDERS, DIRECTORS & OTHER

OFFICERS

Section - 147 Register of members and index

Section - 149 Register and index of debenture-holders

Section - 205 Register of di rectors, o ff icers, etc.

Section - 148 Trusts not to be entered on reg ister

Section - 156 Annual list of members, etc.

Section - 150 Inspection of registers

Section - 151 Power to close register

Section - 152 Power o f Court to rect ify reg is ter

Section - 153 Punishment for fraudulent entries in and omission from register

Section - 154 Notice to register of recti fication of register

Section - 155 Register to be evidence

Section - 219Register of contracts, arrangements and appointments in which directors, etc., areinterested

Section - 220 Register of directors' shareholdings, etc.

9


10/10


Compan ies


REVISION

NO.1

REVISION

NO.2



REGISTER

PAGE

NUMBER

DONE

Section - 221 Duty of directors, etc. to make disclosure of shareholdings, etc.

SERVICE AND AUTHENTICATION OF DOCUMENTS

Section - 48 Service of documents on company

Section - 49 Service of documents on registrar

Section - 50 Service of notice on members, etc.

Section - 51 Authentica tion of documents and proceedings

POWER OF REGISTRAR TO CALL FOR INFORMATION, ETC.

Section - 231 Inspection of books of account by registrar, etc.

Section - 261 Power of registrar to call for information or explanation

Section - 262 Seizure of documents by registrar

SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN (SECP)

Section - 12 Powers and functions o f the Commission

Section - 13 Reference by the Federal Government or Commission to the Court

SECP ACT, 1997

JURISDICTION OF COURTS

Section - 7 Jurisdiction of the Courts

Section - 8 Constitution of Company Benches

Section - 9 Procedure of the Court

Section - 10 Appeals against Court orders

10

Documents

Company Law Study Plan