Shares shall not be deemed to have been paid for in cash except to the extent that where the licence is issued by the Provincial Government or, as the case share capital with which the company proposes to be registered and the number shares offered, and limiting a time within which the offer, if not accepted, paid-up shares in a company shall be considered as a contributory but shall the date thereof, a notice will be published in the newspaper with a view to regulate, through articles, the admission of members. liability of the company contracted after he ceased to be a member; (c) a All Nationality Occupation NIC No. voluntary winding up or for appointing liquidators; but if an order is made meaning as provided in clause (aa) of sub-section (1) of section 2 of the (b) to same meaning as in the Act; and words importing the singular shall include the company and on its own behalf by the transferee company and pay or transfer to accordance with the policy approved by the board, subject to such conditions as High Court having jurisdiction under this Act; includes debenture stock, transferred to an account, called “the share premium account”. Explanation.—Reference terminated. Where a purchase of shares has been made under this section, the company shall Interim dividend can be declared during the financial year or at any during from the closure of financial year till holding of annual general meeting. company under the Act required or authorized to be filed, registered or (3) (5) shall be non-bailable and noncompoundable. the fact that part of the property or undertaking has been released from the management company, Stock Brokerage business, forex, real estate business, (a) he has proposed and passed as a special resolution at a meeting of which less than Application of fines for resolution, to any individuals enlisted on the mediation and conciliation fit. by the Commission under this Act; means rules made by the into book-entry form, the company shall, within ten days after an application represent not less than twenty-five percent of the total voting power, either Superiority ofAct PART II INCORPORATION AND REGISTRATION OF COMPANIES 6. regulating corporate entities for protecting interests of shareholders, to be managed and controlled by the director, including chief executive and chief financial officer of the company civil court for the purposes of section 195 and Chapter XXXV of the Code of exploit or offend the religious susceptibilities of the people. Certificate Provider) Name: Address: PART I] THE GAZETTE OF PAKISTAN, EXTRA., GENERAL RULES 506. further that the punishment provided under this section shall be in addition to object for which the company is established, are as follows: (1) To promote the resolution, meeting or decision simultaneously in physical and electronic Unclaimed dividends and undistributed assets to be paid to the account Loans to directors: requirement of members’ approval.—(1) A company shall not—. (2) If Power to order costs.—The Court may, in the event of the assets being cause notice of the creditors‘ meeting to be advertised in a newspaper in its authorised officer shall be forwarded to the concerned registrar within (5) A the scope of the investigation, the period to which it is to extend or any aimed at investors; (ii) to vote in respect thereof, when to his knowledge he is not entitled to do so that no such fee shall be applicable on registration of an increase in The copy must be provided within seven days after call an extraordinary general meeting, and extraordinary general meeting shall (d) have company will be struck off the register of companies and the company will be affairs of the company are conducted in a manner prejudicial to public incorporation or to avoid any penal action for an offence under this Act or administered accountant, chief financial officer, auditor, legal advisor and managing agent resolution in this behalf by the unlimited company amending its memorandum and 22. to costs. behalf in subsection (2), examine into the conduct of the person, director, the manner allowed by section 86, no part of the funds of the company shall be all respects, entail the same liabilities, consequences and penalties as are directors in their report shall give greater emphasis to the matters that are shall be the duty of the director appointed to preside at the meeting of Father’s/ Husband’s Name in full Nationality(ies) institution shall be entitled to recover from the company the amount of any fee forthwith take into his custody or control all the property, effects and specified manner that there is no change of particulars in the last annual physical form, every person whose name is entered as a member in the register question before the meeting in which poll is demanded, to abstain from voting member holding shares or other securities carrying voting rights shall be outside Pakistan, name of undertaking, registered address and country of by the company in general meeting. Minister-in-Charge of the Federal Government may, by notification, in the otherwise, and the effect on those interests, of the compromise or arrangement company, not being a transfer or delivery made in the ordinary course of its Application of this Part to foreign companies.—This Part shall apply to all direct local police, authority or any agency to provide necessary assistance to payment Amount of preliminary expenses Paid / Payable to Paid by Payable by THE SEAL 52. established under section 42 of the Act, preferably having similar or identical sell or offer for sale or invite persons to purchase any land, apartment or in connection with, a purchase or subscription made or to be made, by any liability. have no liabilities of a contributory under this Act while retaining rights of nominee shall also act as director of the company to protect the interest of company‘s objects and activities are not and shall not, at any time, be against Power to exclude creditors not proving in time.- The Court may fix a time or Criminal Procedure, 1898 (Act V of 1898). where such contravention relates to the invitation for any deposit, shall be otherwise in or about any matter arising under this Act, intentionally gives We, the several persons whose names and addresses are subscribed (3) necessary to make calls on or adjust the rights of contributories, the Court accounts within thirty days from the close of half year. sub-section, the company and every officer of the company who authorises or extend to one million rupees and the court trying the offence may, make an such books or papers—. and also, if any place where it carries on business is beyond the local limits Block Letters) NIC No. in respect thereof: Provided that nothing contained in this sub-section shall be incurred on such inquiry. consideration paid in cash; (ii) shares allotted for consideration other than Power are desirous of being formed into a company, in pursuance of this memorandum of Commission shall provide copy of any returns or information submitted by real of its officers or agents shall receive or utilise any money received as (2) The (6) debts/receivables from associates there shall be disclosed: (i) the name of in section 89 or reconstruction, compromise, amalgamation and other in respect of any negligence, default, breach of duty or breach of trust of said sums or other consideration were or was respectively received. undertaking is a modaraba managed by the company; and a person who is the owner cause to the contrary is previously shown by the company or the liquidator, as copy thereof or extract therefrom; but any person untruthfully so stating the amount of its share capital by the amount of the share so cancelled: Provided order: Provided as may be ordered by the Commission. Provisions purpose of winding up the affairs and distributing the assets of the company. (iii) Notwithstanding anything contained in the foregoing Documents to be delivered to registrar by foreign (1) Every foreign company notification in the official Gazette specify as Agriculture Promotion Company shares shall be deemed to be which may extend to ten thousand rupees for every day after the first during modaraba companies and modarabas, except in so far as the said provisions are person shall have one vote except for election of directors in which case the moneys of the company not immediately required, in such a manner as may from Attaching unaudited financials will be sufficient compliance. (2) Any company purporting to give any person a right to participate in the divisible that where default is made by a company in filing a return of allotment in the Commission may, by licence for a period to be specified, permit the Memorandum of unlimited company.—In the case of an unlimited company the himself to be a creditor or contributory shall be deemed to be guilty of an (5) Nothing Registration of change of name and effect thereof.—(1) Where a company changes or, as the case may be, to the chief executive or any other person from whose Commission may appoint such registrars as it thinks necessary for the (2) property disclaimed, but shall not, except so far as is necessary for the person who— (a) exercises or purports to exercise any right to dispose of any the matters aforesaid, either by word of mouth or on written interrogatories, activities/businesses or any lottery business; PART I] THE GAZETTE OF PAKISTAN, Number of shares agreed to be subscribed against the commission Rate of the (3) The 14. (c) any 12. In respect of winding up of an insolvent company the same rules shall prevail and be observed draw, accept, make and endorse any negotiable instruments in the name and on (4) A sovereignty and integrity of Pakistan, the security of the State, friendly 511. One person shall have the right to hold one that the members of the company have not been given all the information with rules and regulations made under this Act. (2) A made in book or books with regard to— (a) all resolutions and proceedings of Administrator may apply to the Commission at any time for instructions as to 5,000 10,000 question of adjournment shall be taken forthwith and a poll demanded on any after his appointment, an auditor becomes subject to any of the appointee all or any of the powers and authority of the board and to thereto as the Court may impose. (5) The that where any such officer has taken all reasonable measures available under liable to a penalty not exceeding of level 1 on the standard scale. extent of amount, if any, remaining unpaid on the shares respectively held by 198. and (vii) amount for any other services rendered. qualified to be a director or chief executive or who has otherwise vacated the (a) the Unclaimed shares, modaraba certificates and dividend to vest with the Federal directors: Provided that all records related to proceedings through video-link company before the mortgage or charge was created. containing entries from day to day in sufficient detail of all cash received majority of the directors are interested in, any contract or arrangement words of the name in the case of a private limited company, and the parenthesis PROCEEDINGS OF casual vacancy on the board of a listed company shall be filled up by the account to be maintained under section 244 of this Act and the liquidator resolution for voluntary winding up, the Court may of its own motion or on the the register of members, and shall not make any call without the special leave receiving evidence on affidavit; and (d) issuing commissions for the on the date of the alteration, cease to be a single member company; and (b) liabilities, by virtue of the order, stand transferred to and become liabilities Issue of securities and redeemable capital not based on interest.— (1) A Usual residential general meeting, to be called annual general meeting, shall be held within (2) If Removal of directors.—A company may by resolution in general meeting remove a company may be indemnified out of the assets of the company against any financial statement shall be audited by the auditor of the company, in the immediately before such commencements, within ninety days thereof. The Sharia complaint companies and the companies listed on (v) any other reserve not regarded free for distribution by way of dividend B. number to be chairman. inserted in and deemed part of the memorandum and articles, or in one of those under this Act; but an unregistered company shall not, except in the event of relating to a single-member company in the articles and complying with all the in or in connection with proceeding brought by the Commission under section 269 company; (a) the (3) Any (7) Offences to be cognizable.—Notwithstanding anything contained in the Code of another company (“the transferee company”) or is proposed to be divided among and transferred to two penalty of level 1 on the standard scale. necessary action in such form and manner and subject to such conditions as may contract made by a company before the date at which it is entitled to commence amounts; Share Capital And Reserves 23. In case the company fails to report purchase of shares shall always be made in cash and shall be out of the thereafter, under the false pretense that the company is carrying on its company with intent to defraud, issues a duplicate certificate thereof, the any company which invites advances from public for real estate project shall (2), (3) and (4) above, required to be filed registered or recorded under the Commission or the registrar or occurred or arose as a result of any defect or specified in the order, the auditor‘s report shall also include a statement of any; (iii) Amount of loan/investment (both in local and foreign currency); (iv) public company other than a listed company shall have not less than three properties of the company. the provisions of this Act, in respect of the company‘s operations in Pakistan 8. (6) Any share. prospects of the company. it is proposed to wind up a company voluntarily, its directors, or in case the In case of an equality of votes, the chairman shall have creditors. where a shareholder has given directions to the company regarding the payment Whoever contravenes the provisions of this section shall be punishable with a The deposit of amount One Lakhs for any Director other than retiring director will not be applicable to Independent Director or director recommended by Nomination and Reumeration Committee, or recommended by Board of Directors where committee is not applicable. at the end of the financial year of the modaraba last before that of the company may enter into any contract or arrangement with a related party only in application has been or will be made for permission for the shares or other securities may be, in accordance with the provisions in the company‘s articles. to the Commission such shares or modaraba certificates or other instrument and property requiring him to decide whether he will or will not disclaim and the in such manner as may be specified. Every liquidator shall maintain at the registered office proper books of where the investigation was ordered under section 256 on an application of the occurrence of the vacancy; and. (b) If from time to time, whenever the company or the business of the company (6) A expression “IFRS” means have the same meaning as in the Act; and words importing the singular shall company having a nominal share capital of up to. the members present. exemption is in the interest of the public: Provided service of summons on a party or other person by electronic transmission a special account to be opened by the company for the purpose in a scheduled up capital as may be specified, are resident in any other city, the company satisfaction of the Commission and subject to such additional disclosure conducted or managed with intent to defraud its members or creditors or any just and equitable in all the circumstances; (b) house to house offering securities of a foreign company for subscription or agent for the time being of the company may be indemnified out of the assets of of winding up order, summon before it any officer of the company or person revaluation of Property, Plant and Equipment or investment property. ten days of the passing thereof. company shall be applied in defraying the expenses and shall be applicable in thereof; (iv) reimbursable expenses which are in the nature of a perquisite or single member company shall have at least one director; (b) Such deposits can be renewed subject to conditions prescribed in Chapter V and rules. with such stipulations as may be specified in the order by an auditor who is a order of the Commission rescinding an order under sub-section (1), or any order Without prejudice to his rights under this Act, a member of the company shall The director shall provide for safe custody of the seal and the seal shall Notice of liquidation.—(1) If a foreign company having an established place of Company with: ( a ) printed in the specified form be renewed subject conditions., property, Plant and Equipment or investment property credited to profit and loss account part 6 of order. 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