THE COMPANIES ORDINANCE, 1984 (XLVII OF 1984)

THE COMPANIES ORDINANCE, 1984
(XLVII OF 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 fifty 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:--
PART I
PRELIMINARY
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 date as the Federal Government may, by notification in the official Gazette, appoint, and different dates may be so appointed for different provisions.
2. Definitions:-

(1) In this Ordinance, unless there is anything repugnant in the subject or context.--
(1) "article" 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 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 [ten 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 directly or indirectly, holds or controls shares carrying not less than [ten per cent.] or 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
(iii) if the undertaking is a 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 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 controlled by the Federal Government or a Provincial Government 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;
(3) "Authority" means the Corporate Law Authority constituted under section 11;
(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;

(5) "book and paper", "book or paper" or "books of accounts" include accounts, deeds, vouchers, registers,writings and documents;
(5-A) "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 32-A of that Ordinance;
(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;
(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 liabilities 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;
(10) [Omitted];
(11) "the Court" means the Court having jurisdiction under this Ordinance;
(12) "debenture" includes debenture stock, bands, [Term Finance Certificate] and any other securities, other than a share, 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.
(15) "existing company" means a company formed and registered under any previous Company Act;
(15-A) "financial institution" means an institution not less than fifty per cent of the share capital of which is held by the Federal Government or a Provincial Government, whether directly or through a company or corporation set up or controlled by such Government, and includes such other institution or companies 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;
(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 Modarabe 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;
(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 Courts 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 after previous publication in the official Gazette;
(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 o 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 the public for the subscription or purchase or 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;
(30-A) "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 be notification in the official Gazette, specify for the purpose;
(31) "register" 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;
(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" 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 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

(40) [Omitted].

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

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

(1) For purpose of this ordinance, a company or body corporate shall be deemed to be subsidiary of another if--

(a) that order company or body corporate directly or indirectly controls, beneficially owns or holds more than fifty per cent of its voting securities or otherwise has power to elect and appoint more than fifty per cent 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:
Provided that, where a central depository holds more than fifty percent, of the voting securities 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 it, 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 the Ordinance which come into force by virtue of a notification under sub-section (3) of section 1 shall have effect notwithstanding 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 the Ordinance, become or be void, as the case may be.