Ultimate Law Resources : Database for Lawyers

(Companies) Ordinance, 1984

Topic Serial #	Content	Case Law
	PROSPECTUS ALLOTMENT, ISSUE AND TRANSFER OF SHARES AND DEBENTURES, DEPOSITS, ETC
	PROSPECTUS
52	Prospectus to be dated
53	Matters to be stated and reports to be set out in prospectus
54	Expert to be unconnected with formation or management of company
55	Expert”s consent to issue of prospectus containing statement by him
56	Penalty and Interpretation
57	Approval, issue and registration of prospectus
58	Terms of contract mentioned in prospectus or statement in lieu of prospectus not to be varied
59	Civil liability for mis-statements in prospectus
60	Criminal liability for mis-statements in prospectus
61	Document containing offer of shares or debentures for sale to be deemed prospectus
62	62-A Issue of securities outside Pakistan
62	Offer of shares or debentures for sale by certain persons
63	Interpretation to provisions relating to prospectus
64	Newspaper advertisement of prospectus
65	Construction of reference to offering shares or debentures to the public, etc
66	Penalty for fraudulently inducing persons to invest money
67	Application for, and allotment of, shares and debentures
68	Restriction as to allotment
69	Statement in lieu of prospectus
70	Effect of irregular allotment
71	Repayment of money received for shares not allotted
72	Allotment of shares and debentures to be dealt in on stock exchange
73	Return as to allotments
74	Limitation of time for issue of certificates
75	Issue of duplicate certificates
76	Transfer of shares and debentures
77	Directors not to refuse transfer of shares
78	Notice of refusal to transfer
78	78-A Appeal against refusal for registration of transfer
79	Transfer to successor-in-interest	Case Law
80	Transfer to nominee of a deceased member
81	Transfer by nominee or legal representative
82	Power to pay certain commissions, and prohibition of payment of other commissions, discounts, etc
83	Application of premium received on issue of shares
84	Power to issue shares at discount
85	Redemption of preference shares
86	Further issue of capital
87	Issue of shares in lieu of outstanding balance of any loans, etc
88	Deposits not to be invited without issuing an advertisement
	PART - VI
	SHARE CAPITAL AND DEBENTURES NATURE, NUMBERING AND CERTIFICATE OF SHARES
89	Nature of shares and certificate of shares
90	Classes and kinds of share capital
91	Only fully paid shares to be issued
92	Power of company limited by shares to alter its share capital
93	Notice to registrar of consolidation of share capital, etc
94	Notice of increases of share capital or of members
95	Prohibition of purchase or grant of financial assistance by a company for purchase of its own or its holding company’s shares
95	95-A Power of company to purchase its own shares
96	Reduction of share capital
97	Application to Court for confirming order
98	Addition to name of company of “and reduced”
99	Objection by creditors and settlement of list of objecting creditors
100	Power to dispense with consent of creditor on security being given for his debt
101	Order conforming reduction
102	Registration of order and minute of reduction	Case Law
103	Minute to form part of memorandum
104	Liability of members in respect of reduced shares
105	Penalty on concealment of name of creditor
106	Publication of reasons for reduction
107	Increase and reduction of share capital in case of a company limited by guarantee having a share capital
108	Variation of shareholders” rights
109	Registration of unlimited company as limited
110	Power of unlimited company to provide for reserve share capital on re-registration
111	Limited company may have directors with unlimited liability	Case Law
112	Special resolution of limited company making liability of directors unlimited
113	Right of debenture-holder and shareholder to have copies of trust-deed
114	Debentures not to carry voting rights
115	Perpetual debentures
116	Power to re-issue redeemed debentures in certain cases
117	Specific performance of contract to subscribe for debentures
118	Payment of certain debts out of assets subject to floating charge in priority to claims under the charge
119	Powers and liabilities of trustee
120	Issue of securities and redeemable capital not based on interest
	PART - VII
	REGISTRATION OF MORTGAGES, CHARGES ETC
121	Certain mortgages and charges to be void if not registered
122	Registration of charges on properties acquired subject to charge
123	Particulars in case of series of debentures entitling holders pari passu
124	Particulars in case of commission, etc. on debentures
125	Register of mortgages and charges
126	Index to register of mortgages and charges
127	Certificate of registration
128	Endorsement of certificate of registration on debenture or certificate of debenture stock
129	Duty of company and right of interested party as regards registration
130	Copy of instrument creating mortgage or charge to be kept at registered office
131	Rectification of register of mortgages
132	Registration of payment or satisfaction of mortgages and charges
133	Power of registrar to make entries of satisfaction and release in absence of intimation from company
134	Penalties
135	Company’s register of mortgages
136	Right to inspect copies of instruments creating mortgages and charges and company’s register of mortgages
137	Registration of appointment of receiver or manager
139	Filing of accounts of receiver or manager
139	Disqualification for appointment as receiver or manager
140	Application to Court
141	Power of Court to fix remuneration, etc., of receiver or manager
	PART - VIII
	MANAGEMENT AND ADMINISTRATION REGISTERED OFFICE, PUBLICATION OF NAME, ETC
142	Registered office of company	Case Law
143	Publication of name by a limited company
144	Penalties for non-publication of name
145	Publication of authorised as well as paid-up capital
146	Restrictions on commencement of business
147	Register of members and index
148	Trusts not to be entered on register
149	Register and index of debenture-holders
150	Inspection of registers
151	Power to close register
152	Power of Court to rectify register	Case Law
153	Punishment for fraudulent entries in and omission from register
154	Notice to registrar of rectification of register
155	Register to be evidence
156	Annual list of members, etc
157	Statutory meeting of company
158	Annual general meeting	Case Law
159	Calling of extraordinary general meeting	Case Law
160	Provisions as to meetings and votes	Case Law
160	160-A Circumstances in which proceedings of a General Meeting may be declared invalid
161	Proxies
162	Representation of corporations at meetings of companies and of creditors
163	Representation of Federal Government, etc., at meetings of companies
164	Notice of resolution
165	Voting to be by show of hands in first instance
166	Chairman”s declaration of result of voting by show of hands to be evidence
167	Demand for poll
168	Time of taking poll
169	Resolution passed at adjourned meeting
170	Power of Commission to call meetings
171	Penalty for default in complying alongwith the directions of the Commission for holding the meeting
172	Filling of resolution, etc
173	Minutes of proceedings of general meetings and directors	Case Law
	PART - VIII
	DIRECTORS
174	Minimum number of directors
175	Only natural persons to be directors
176	First directors and their term
177	Retirement of directors	Case Law
178	Procedure for election of directors	Case Law
179	Circumstances in which election of directors may be declared invalid	Case Law
180	Term of office of directors
181	Removal of director
182	Creditors may nominate directors
183	Certain provisions not to apply to directors representing special interests
184	Consent to act as director to be filed with registrar	Case Law
185	Validity of acts of directors
186	Penalties
187	Ineligibility of certain persons to become director
188	Vacation of office by the directors
189	Penalty for unqualified person acting as director, etc
190	Ineligibility of bankrupt to act as director, etc
191	Restriction on director”s remuneration, etc
192	Restriction on assignment of office by directors
193	Proceedings of directors
194	Liabilities, etc., of directors and officers
195	Loans to directors, etc
196	Powers of directors
197	Prohibition regarding making of political contributions
197	197-A Prohibition regarding distribution of gift
198	Appointment of first chief executive
199	Appointment of subsequent chief executive
200	Terms of appointment of chief executive and filling up of casual vacancy
201	Restriction on appointment of chief executive
202	Removal of chief executive
203	Chief executive not to engage in business competing with company’s business
204	Penalty
204	204-A Certain companies to have secretaries

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