PART XVI
GENERAL LEGAL PROCEEDINGS, OFFENCES, ETC. 

(1) Save as provided in section 476, no Court or authority or officer shall take cognizance of any offence against this Ordinance (other than an offence with respect to which proceedings are instituted under section 418) which is alleged to have been committed by any company or any officer or auditor thereof, except on the complaint in writing of--

(a) the registrar; or

(b) in the case of a company having a share capital, by a member or members holding not less than five per cent, of the issued share capital of the company or a creditor or creditors of the company having interest equivalent in amount to not less than five per cent of the issued share capital of the company; or

(c) in the case of a company not having a share capital, by any member or creditor entitled to present a petition for winding up of the company:

Provided that nothing in this sub-section shall apply to a prosecution by a company of any of its officers or employees:

Provided further that, where the registrar is himself empowered to impose a penalty, he may take cognizance of the offence and start proceedings on the bias of a memorandum of allegations placed on record by him or an officer subordinate to him.

(2) Notwithstanding anything contained in the Code of Criminal Procedure, 1898 (V of 1898) where the complainant under sub-section (1) is registrar of the Authority or a person authorized by the Federal Government, the personal attendance of the complainant before the Court or Authority trying the offence shall not be necessary unless the Court, the Authority, the registrar or other officer, as the case may be, for reasons to be recorded, requires his personal attendance at the trial.

(3) Sub-section (1) shall not apply to any action taken by the liquidator of a company in respect of any offence alleged to have been committed in respect of any of the matters included in Part XI, or in any other provision of this Ordinance relating to the winding up of companies.

(4) A liquidator of a company shall not be deemed to be an officer of the company within the meaning of sub-section (1).

475. Offences to be non-cognizable:-

Notwithstanding anything contained in the Code of Criminal Procedure, 1898 (V of 1898), every offence against this Ordinance shall, for the purposes of the said Code, be deemed to be non-cognizable.

476. Punishment and adjudication of fine or penalty:-

(1) Where a fine (other than fine in addition to, or in lieu of, imprisonment) is provided for any offence, contravention of, or default in complying with, any provisions of this Ordinance or a directive of the Authority or the registrar or other authority empowered to issue a directive under any provisions of this Ordinance, it shall be adjudged and imposed--

(a) where the maximum fine provided is less than five thousand rupees and the daily fine is less than two hundred rupees, by the officer who is incharge of the registration office in which the company is registered;

(b) where the maximum fine provided is five thousand rupees or more but less than one hundred thousand rupees and the daily fine is two hundred rupees or more but less than five hundred rupees, by registrar who is head of the organization for the registration of companies in Pakistan;

(c) where the maximum fine provided is one hundred thousand rupees or more and the daily fine or penalty is five hundred rupees or more, by the Authority or the officer to whom the Authority has delegated its powers and functions in this behalf.

(2) Notwithstanding anything contained in sub-section (1), the Authority may, by an order in writing, empower any officer to exercise the powers conferred by the said sub-section in respect of any case or class of cases, either to exclusion of, or concurrently with, any other officer.

(3) The fine as aforesaid shall be imposed after giving the person concerned an opportunity to show cause why he should not be punished for the alleged offence, contravention, default or non-compliance and, if he so requests, after giving him an opportunity of being heard personally or through such person as may be prescribed in this behalf.

(4) Where imprisonment or imprisonment in addition to fine is provided for any contravention of, or default in complying with, any provisions of this Ordinance, it shall be adjudged by a Court not inferior to that of a Court of Session.

477. Appeal and revision:-

(1) Any person aggrieved by any order or sentence passed under sub-section (1) of section 476 may, within sixty days of such order or sentences, prefer a revision application as hereinafter provided--

(a) where the order, judgment or sentence has been passed by an additional registrar, a joint registrar, a deputy registrar or an assistant registrar, to the registrar;

(b) where the order, judgment or sentence has been passed or upheld on revision application by the registrar (not being an additional registrar, a joint registrar, a deputy registrar or an assistant registrar) or by an Authority or officer authorised by the Authority in his behalf, to the Authority; and

(c) in any other case, to the Federal Government;

and the registrar, the Authority, the Authority or officer authorised as aforesaid or the Federal Government, as the case may be, may pass such order in relation to the application as he or it thinks fit:

Provided that no order enhancing the fine shall be passed unless the applicant has been given an opportunity of showing cause against it and, if he so requests, of being heard personally or through such person as may be prescribed in this behalf.

(2) An order of the Federal Government under sub-section (1) shall be final and shall not be called in question before any Court or other Authority.

478. Powers of the Federal Government, etc., in relation to enquiries and proceedings:-

(1) The Federal Government, the Authority, the officer or registrar, as the case may be, shall, for the purposes of a proceeding or enquiry in exercise of its or his powers and discharge of functions, have the same powers as are vested in a Court under the Code of Civil Procedure, 1908 (V of 1908), while trying a suit, in respect of the following matters, namely:--

(a) summoning and enforcing the attendance of any witness and examining him on oath or affirmation;

(b) compelling the discovery or production of any document or other material object;

(c) receiving evidence of affidavit; and

(d) issuing commissions for the examination of witnesses and documents.

(2) Any proceeding before the Federal Government, the Authority, the officer or registrar, as the case may be, shall be deemed to be a judicial proceeding within the meaning of section 193 and section 228 of the Pakistan Penal Code (XLV of 1860), and such Government the Authority the officer or registrar shall be deemed to be a Civil Court for the purposes of sections 195 and Chapter XXXV of the Code of Criminal Procedure, 1898 (Act V of 1898).

479. Procedure for the trial of a corporate body:-

(1) In any proceedings against a body corporate for an offence against any provisions of this Ordinance a notice to show cause or appear may be sent to or served on the body corporate by registered post or in any other manner laid down for the service of summons issued by a Court under the Code of Civil Procedure, 1908 (V of 1908), at its registered office, or if there is no registered office at its principal place of business in Pakistan and where no such office is known to exist or is not functioning, at the address of the chief executive or any director or officer of the body corporate.

(2) On service of the notice referred to in sub-section (1), it shall be the duty of the chief executive and other officers of the company to show cause or appear before the Court, Authority, registrar, other officer or authority himself or by a counsel or by an officer or other authorised representative of the body corporate who may be in a position to answer the charge as may be specified in the notice.

(3) Where a body corporate does not appear in the manner aforesaid, the Court, Authority, registrar or officer trying the offence, as the case may be, may either issue a directive to the chief executive or other officer of the body corporate as is referred to in sub-section (2) to appear personally and answer the charge or, at its or his direction, proceed to hear and decide the case in the absence of the body corporate.

(4) Any sum adjudged, fine imposed or directed to be paid under section 476 shall, unless paid on demand, be recoverable as an arrear of land revenue.

480. Power of Federal Government to appoint company prosecutors.--

Notwithstanding anything contained in the Code of Criminal Procedure, 1898 (Act V of 1898), the Federal Government may appoint generally, or in any case, or for any specified class of cases in any local area, one or more persons as company prosecutors, on such terms and conditions as it may deem fit, for the conduct of prosecutions arising out of this Ordinance; and the persons so appointed as company prosecutors shall have all the powers and privileges conferred by that Code on public prosecutors appointed by a Provincial Government under section 494 of that Code.

481. Appeal against acquittal:-

Notwithstanding anything contained in the Code of Criminal Procedure, 1898 (Act V of 1898), The Authority may, in any case arising out of this Ordinance, direct any company prosecutor appointed under section 480 or authorise any other person, either by name or by virtue of his office, to present an appeal from an order of acquittal passed by the officer, authority or registrar or any Court other than High Court and an appeal presented by such prosecutor or other person shall be deemed to have been validly presented to the Appellate Court.

482. Payment of compensation in cases of frivolous or vexations prosecution:-

(1) In respect of any case instituted upon the complaint of a member or creditor against the company or any officer thereof under section 474, the following provisions shall apply instead of the provisions of section 250 of the Code of Criminal Procedure, 1898 (Act V of 1898).

(2) If the Court, officer, Authority or registrar by whom any such case is heard discharges or acquits all or any of the accused, and is of opinion that the accusation against them or any of them was false and either frivolous or vexations, the Court, officer, Authority or registrar as the case may be, may by its or his order of discharge or acquittal, if the member or creditor upon whose complaint the accusation was made is present, call upon him forthwith to show cause why he should not pay compensation to such accused, or to each or any of such accused when there is more than one, or if such member or creditor is not present, direct the issue of a summons to him to appear and show cause as aforesaid.

(3) The Court, officer, Authority or registrar, as the case may be, shall record and consider any cause which such member or creditor may show; and if it or he is satisfied that the accusation was false and either frivolous or vexatious, it or he may, for reasons to be recorded direct that compensation to such amount as it may determine be paid by such member or creditor, as the case may be, to the accused or to each or any of them not exceeding ten thousands rupees in all.

(4) In default of payment of the compensation ordered under sub-section (3), the member or creditor ordered to pay such compensation shall suffer simple imprisonment for a term not exceeding two months, and shall also be liable to a fine not exceeding two thousand rupees.

(5) When any person is imprisoned under sub-section (4), the provisions of section 68 and 69 of the Pakistan Panel Code, 1860 (Act XLV of 1860) shall, so far as may be, apply.

(6) No person who has been directed to pay compensation under this section shall, by reason of such order, be exempted from any civil or criminal liability in respect of the complaint made by him:

Provided that any amount paid to an accused person under this section shall be taken into account in awarding compensation to such person in any subsequent civil suit relating to the same matter.

(7) A complainant who has been ordered to pay compensation under sub-section (3) may appeal from the order, insofar as it relates to the payment of compensation, as if such complainant had been convicted on a trial.

(8) Where an order for payment of compensation to an accused person is made, the amount of compensation recovered shall not be paid to him before the period allowed for the presentation of the appeal under sub-section (7) has elapsed; or, if an appeal is presented, before the appeal has been decided.

483. Application of fines:-

(1) The Court, officer, Authority or registrar imposing any fine under this Ordinance may direct that the whole or any part thereof shall be applied in or towards--

(i) payment of costs of the proceedings;

(ii) rewarding the person on whose information the fine is recovered; and

(iii) payment to an aggrieved party of compensation for any loss caused by the offence.

(2) Any amount recovered as fine which is not applied as aforesaid shall be accounted for to the Federal Government.

484. Revision and review:-

(1) Any order, other than an order under section 476, passed or made under this Ordinance by the registrar or officer or by an officer subordinate to the Authority or exercising powers of the Authority, not being an order of the Court, shall be subject to revision by the Authority upon application being made by any aggrieved person or the registrar within sixty days from the date of such order; and the Authority's order in revision shall be final.

(2) The Authority may, upon an application being made to it within sixty days from the date of any order passed by it otherwise than in revision under sub-section (1), or of its own motion, review such order; and the Authority's order in review shall be final.

(3) Any order passed or made by the Federal Government under this Ordinance shall be subject to review by the Federal Government of its own motion or on an application made to it within sixty days from the date of the order.

485. Appeals against orders etc:-

(1) Any person aggrieved by an original order, directive or judgment of the Authority or the Federal Government other than an order, directive or judgment passed on a revision or review application may, within thirty days thereof, as an alternative to making an application for revision or review to the Authority or the Federal Government, as the case may be, prefer an appeal to the High Court within whose jurisdiction the order, directive or judgment is passed:

Provided that no appeal under sub-section (1) shall lie from an order which does not dispose of the entire case before the Authority or the Federal Government, as the case may be.

(2) An appeal under sub-section (1) shall be heard by a Bench of two Judges of the High Court and shall lie on any one of the following grounds, namely:--

(a) the decision being contrary to law or to some usage having the force of law; or

(b) the decision having failed to determine a material issue of law or usage having the force of law; or

(c) a substantial error apparent in the procedure provided by or under this Ordinance which may possibly have led to an error in the decision.

486. Production and inspection of books where offence suspected:-

(1) Without prejudice to the powers otherwise exercisable by any officer or registrar or person under this Ordinance, the Court in Chambers may, on an application made by a public prosecutor or the Attorney-General for Pakistan or the Advocate-General of the Province or an officer authorised by the Authority in this behalf or by a company prosecutor appointed under section 480 or by the registrar, if it is shown that there is reasonable cause to believe that any person has, while he was an officer of a company, committed an offence in connection with the management of the company's affairs, and that evidence of the commission of the offence is to be found in any books or papers of or under the control of the company or any officer or agent of the company, make an order--

(i) authorising any person named therein to inspect the said books or papers or any of them for the purpose of investigating, and obtaining evidence of the commission of, the offence; or

(ii) requiring the chief executive of the company or such other officer thereof or person as may be named in the order, to produce the said books or papers or any of them to a person, and at a place and time, named in the order.

(2) Sub-section (i) shall apply also in relation to any books or papers of a person carrying on the business of banking so far as they relate to the company's affairs, as it applies to any books or papers of or under the control of the company, except that no such order as is referred to in clause (ii) thereof shall be made by virtue of this sub-section.

(3) No appeal shall lie from a decision under this section.

487. Power to require limited company to give security for costs:-

Where a limited company is plaintiff or petitioner in any suit or other legal proceeding, the Court having jurisdiction in the matter may, if it appears that there is reason to believe that the company will be unable to pay the costs of the defendant if successful in his defence, require sufficient security to be given for those costs.

488. Power of Court, etc., to grant relief in certain cases.--

(1) If in any criminal proceeding for negligence, default, breach of duty or breach of trust against a person to whom this section applies, it appears to the Court, officer, Authority or registrar hearing the case that person is or may be liable in respect of the negligence, default, breach of duty or breach of trust, but that he has acted honestly and reasonably, and that having regard to all the circumstances of the case, including those connected with his appointment, he ought fairly to be excused for the negligence, default, breach of duty or breach of trust, the Court, Officer, Authority or Registrar, as the case may be, may relieve him, either wholly or party, from his liability on such terms as the Court, Officer, Authority or registrar, as the case may be, may think fit.

(2) Where any person to whom this section applies has reason to apprehend that any claim will or might be made against him in respect of any negligence, default, breach of duty, or breach of trust, he may apply to the Court for relief, and the Court on any such application shall have the same power to relieve him as if proceedings against that person for negligence, default, breach of duty or breach of trust had been brought before the Court.

(3) The persons to whom this section applies are the following, namely:--

(a) directors of a company;

(b) chief executive of a company;

(c) officers of a company;

(d) officers of a company;

(d) persons employed by a company as auditors, whether they are or are not officers of the company;

(e) liquidator of a company.

(4) The Court, officer, Authority or registrar shall not grant any relief to any person under sub-section (1) or sub-section (2) unless it or he, by notice served in the manner specified by it or him, as the case may be, requires the registrar and such other person, if any, as it or he thinks necessary, to show cause why such relief should not be granted.

489. Enforcement of orders of Court:-

Any order made by the Court under this Ordinance may be enforced in the same manner as a decree made by a Court in a suit.

490. Enforcement of orders of Court by other Courts:-

(1) Where any order made by the Court is required to be enforced by another Court, a certified copy of the order shall be produced to the proper officer of the Court required to enforce the order.

(2) The production of such certified copy shall be sufficient evidence of the order.

(3) Upon the production of such certified copy, the Court shall take the requisite steps for enforcing the order, in the same manner as if it had been made by itself.

491. Protection of acts done in good faith:-

No suit, prosecution or other legal proceeding shall lie against the Government or the Authority or any officer of Government or the Authority or the registrar or any other person in respect of anything which is in good faith done or intended to be done in pursuance of this Ordinance or any rules or orders made thereunder or in respect of the publication by or under the authority of the Government, Authority or such officer of any report, paper or proceedings.

492. Penalty for false statement:-

Whoever in any return, report, certificate, balance-sheet, profit and loss account, income and expenditure account, prospectus, books of account, statement, book of paper, register, other document, application, information or explanation required by or for the purposes of any of the provisions of this Ordinance or pursuant to an order or direction given under this Ordinance makes a statement false or incorrect in any material particular, knowing it to be false or incorrect or omits any material fact knowing it to be material, shall be punishable with imprisonment for a term which may extend to three years, and shall also be liable to a fine not exceeding twenty thousand rupees.

493. Penalty for wrongful withholding of property:-

(1) Any director, chief executive or other officer or employee or agent of a company who wrongfully obtains possession of any property of the company, or having any such property in his possession wrongfully withholds it or wilfully applies it to purposes other than those expressed or directed in the articles and authorised by this Ordinance shall, on the complaint of the company or any creditor or contributory thereof or a memorandum placed on record by the registrar or an officer subordinate to him, be punishable with fine not exceeding ten thousand rupees and may be ordered by the Court, or officer, Authority or registrar or the Federal Government trying the offence, to deliver up or refund within a time to be fixed by the said Court, Officer, Authority or Registrar or the Federal Government any such property improperly obtained or wrongfully withheld or wilfully misapplied and any gain or benefit derived therefrom.

(2) Whoever fails to comply with an order under sub-section (1), shall be punishable with imprisonment for a term which may extend to two years and shall also be liable to a fine.

494. Liability of directors for allotment of shares for inadequate consideration:-

(1) Any director, creditor or member of a company may apply to the Court for a declaration that any shares of the company specified in the application have been allotted for inadequate consideration.

(2) Every director of the company who is a party to making the allotment of such shares shall be liable, jointly and severally with his co-directors, to make good to the company the amount by which the consideration actually received by the company for the shares is found by the Court, after full inquiry into the circumstances of the transaction, to be less than the consideration that the company ought to have received for such shares, if it is proved, as to any such first mentioned director, that such director--
    
(a) had knowledge that the consideration so received by the company was inadequate, or

(b) failed to take reasonable steps to ascertain whether such consideration so received by the company was in fact adequate.

495. Punishment for non-compliance of directive of Court, etc:-

(1) Where any directive is given or order is issued by the Court, the officer, the Authority, the registrar or the Federal Government under any provision of this Ordinance, non-compliance thereof within the period specified in such direction or order shall render every officer of the company or other person responsible for non-compliance thereof punishable, in addition to any other liability, with fine not exceeding five thousand rupees and, in the case of a continuing non-compliance, to a further fine not exceeding one hundred rupees for every day after the first during which such non-compliance continues.

(2) If non-compliance or failure continues after conviction under sub-section (1), the officer or other person who is a party to such non-compliance or failure shall be liable to punishment with imprisonment which may extend to six months and fine not exceeding two thousand rupees for every day after the first during which such non-compliance continues, and shall further cease to hold officer in the company and be disqualified from holding any office in any company for a period of five years.

496. Penalty for carrying on ultra vires business:-

If any business or part of business carried on or any transaction made, by a company is ultra vires of the company, every person who acted as a director or officer of the company and is responsible for carrying on such business shall be liable to a fine not exceeding five thousand rupees and shall also be personally liable for the liabilities and obligations arising out of such business or transaction.

497. Penalty for improper use of word "Limited":-

If any person or persons trade or carry on business under, or otherwise use or display, any name or title of which the word "Limited" or the words "(Private) Limited" or "(Guarantee) Limited" or any contraction or imitation thereof is or are the last world or words, that person or each of those persons shall, unless duly incorporated with limited liability or as a private limited company or with the liability of members limited by guarantee, as the case may, to a further fine not exceeding one hundred rupees for every day after the first for which that name or title has been used.

498. Penalty where no specific penalty is provided elsewhere in the Ordinance:-

If a company or any other person, contravenes or fails to comply with any provision of this Ordinance or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted. For which no punishment is provided elsewhere in this Ordinance, the company and every officer of the company who is in default or such other person shall be punishable with a fine which may extend to one thousand rupees, and, where the contravention is a continuing one, with a further fine which may extend to fifty rupees for every day after the first during which the contravention continues.

POWER TO ACCORD APPROVAL, ETC., SUBJECT TO CONDITIONS

499. Power to accord approval subject to conditions:-

(1) Where the Authority or registrar is required or authorised by any provision of this Ordinance--

(a) to accord approval, sanction, consent, confirmation or recognition to or in relation to any matter;

(b) to give any direction in relation to any matter; or

(c) to grant any exemption in relation to any matter,

then, in the absence of anything to the contrary contained in such or any other provision of this Ordinance, the Authority or registrar may accord, give or grant such approval, sanction, consent, confirmation, recognition, direction or exemption subject to such conditions, limitations or restrictions as the Authority or registrar may think fit to impose and may, in the case of contravention of any such condition, limitation or restriction, rescind or withdraw such approval sanction, consent, confirmation, recognition, direction or exemption.

(2) Save as otherwise expressly provided in this Ordinance, every application which may be or is required to be made to the Authority or registrar under any provisions of this Ordinance--

(a) in respect of any approval, sanction, consent, confirmation or recognition to be accorded by the Authority or registrar, or in relation to, any matter; or

(b) in respect of any direction or exemption to be given or granted by the Authority or registrar to or in relation to any other matter; or

ANNUAL REPORT ON ADMINISTRATION OF THE ORDINANCE

500. Annual Report by Authority:-

The Authority shall prepare and furnish to the Federal Government as soon as possible after the end of each financial year an annual report on the working and administration of this Ordinance and relate matters.

DELEGATION OF POWERS

501. Delegation of powers:-

(1) The Federal Government may, by notification in the official Gazette, direct that all or any of its powers and functions under this Ordinance may, subject to such limitations, restrictions or conditions, if any, as it may from time to time impose, be exercised or performed by the Authority or an officer specified for the purpose.

(2) The Authority may, by notification in the official Gazette, direct that any of its powers and functions under this Ordinance may, subject to such limitations, restrictions or conditions, it any, as it may from time to time impose, be exercised or performed by the registrar or any other officer or the Authority specified for the purpose.

ADVISORY COMMITTEE

502. Advisory Committee:-

The Federal Government may, for the purpose of obtaining advice and assistance in carrying out the purposes of this Ordinance, constitute an Advisory Committee consisting of such persons as it may think fit.

APPLICATION OF ORDINANCE TO COMPANIES GOVERNED BY SPECIAL
ENACTMENT

503. Application of Ordinance to companies governed by special enactments:-

(1) The provisions of this Ordinance shall apply--

(a) to insurance companies, except insofar as the said provisions are consistent with the provisions of the Insurance Act, 1938 (IV of 1938);

(b) to banking companies, except insofar as the said provisions and inconsistent with the provisions of the Banking Companies Ordinance, 1962 (LVII of 1962);

(c) to modaraba companies and modarabas, except insofar as the said provisions are inconsistent with the provisions of the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980 (XXXI of 1980);

(d) to any other company governed by any special enactment for the time being in force, except insofar as the said provisions are consistent with the provisions of such special enactment.

(2) The provisions of sections 156, 158, 230 to 247, 254 to 274, 277 and 278 shall mutatis mutanais apply to listed companies or corporations established by any special enactment for the time being in force whose securities are listed and in the said sections the expression "company" shall include a listed company so established:

Provided that the Authority may, by notification in the official Gazette, direct that the provisions of any of the aforesaid sections specified in the notification shall, subject to such conditions, if any, as may be so specified, not apply to any listed company or securities so specified.

SCHEDULES, TABLES, FORMS AND GENERAL RULES

504. Forms:-

The forms in the schedules or forms as near thereto as circumstances admit and such other forms as may be prescribed shall be used in all matters to which those forms refer.

505. Power of the Federal Government to alter schedules:-

The Federal Government may, by notification in the official Gazette, alter or add to any of the tables, regulations, requirements, forms and other provisions contained in any of the schedules, and such alterations or additions shall have effect as if enacted in this Ordinance and shall come into force on the date of the notification, unless the notification otherwise directs.

506. Power of the Federal Government to make rules:-

(1) In addition to the powers conferred by any other section, the Federal Government may, by notification in the official Gazette, make rules--

(a) for all or any of the matters which by this Ordinance are to be, or may be, prescribed by the Federal Government; [xxx]

(aa) for establishment and regulating the activities of any company or class of companies;

(b) generally to carry out the purpose of this Ordinance:

Provided that, before making any such rules, the draft thereof shall be published by the Federal Government in the official Gazette for eliciting public opinion thereon within a period of not less than fourteen days from the date of publication.

(2) Any rules made under sub-section (1) may provide that a contravention thereof shall be punishable with a fine which may extend to two thousand rupees and, where the contravention is a continuing one, with a further fine which may extend to one hundred rupees for every day after the first during which such contravention continues.

507. Power of the Federal Government to permit use of Urdu words or abbreviations:-

The Federal Government may, by notification in the official Gazette, permit use of a Urdu equivalent of any English word or term required to be used pursuant to or for the purposes of this Ordinance or an abbreviation of any such word or term instead of such word or term.

REPEAL, SAVINGS, ETC.

508. Repeal of laws and savings:-

(1) The laws mentioned in the Seventh Schedule shall stand repealed to the extend specified in the fourth column thereof from the date of coming into force of this Ordinance:

Provided that--

(i) the repeal shall not affect the incorporation of any company registered under any law thereby repealed;

(ii)  any document referring to any formal law relating to companies shall be construed as referring to the corresponding provision of this Ordinance;

(iii) all funds and accounts constituted or maintained under this Ordinance shall be deemed to be in continuation of the corresponding funds and accounts constituted or maintained under this former laws relating to companies;

(iv)  where any offence has been committed under any former law relating to companies, proceedings may be taken under this Ordinance in respect of such offence after the commencement of this Ordinance, in the same manner as if the offence had been committed under the corresponding provision of this Ordinance.

(2) The mention of particular matters in this section or in any other section of this Ordinance shall not prejudice the general application of section 6 of the General Clauses Act, 1897 (X of 1897), with regard to the effect of repeals.

509. Amendment Ordinance XVII of 1969:-

As from the date of commencement of this Ordinance, sections 9, 21 and 28 of the Securities and Exchange Ordinance, 1969 (XVII of 1969), shall have effect subject to the amendments specified in the Eighth Schedule.

510. Savings:-

Save as otherwise specificially provided, nothing in this Ordinance, or any repeal effected thereby, shall affect or be deemed to affect anything done, action taken, investigation or proceedings commenced, order, rule, regulation, appointment, conveyance, mortgage, deed, document or agreement made, fee directed, resolution passed, direction given, proceedings taken or instrument executed or issued, under or in pursuance of any law repealed or amended by this Ordinance and any such thing, action, investigation, proceedings, order, rule regulation, appointment, conveyance, mortgage, deed, document, agreement, fee, resolution, direction, proceedings or instrument shall, if in force at the commencement of this Ordinance and not inconsistent with any of the provisions of this Ordinance, continue to be in force, and have effect as it if were respectively done, taken, commenced, made, directed, passed, given, executed or issued under this Ordinance or the law as amended by this Ordinance.

511. Former registration offices, registers and registrars continued:-

(1) The offices existing at the commencement of this Ordinance for registration of companies shall be continued as if they had been established under this Ordinance.

(2) Any person appointed to any office under or by virtue of any previous Companies Act shall be deemed to have been appointed to that office under or by virtue of this Ordinance.

(3) Any books of accounts, book or paper, registrar or document kept under the provisions of any previous law relating to companies shall be deemed part of the books of accounts, book or paper, register or document to be kept under this Ordinance.

512. Construction of references to extraordinary resolution in articles, etc:-

Any reference to an extraordinary resolution in the articles of a company, or in any resolution passed in general meeting by the company, or in another instrument, or in any law in force immediately before the commencement of this Ordinance, shall, on and from such commencement, be construed as a reference to a special resolution.

513. Transition provisions--

Within one year from the commencement of this Ordinance, all companies shall alter their memorandum and articles or any existing contract or agreement and shall take such other actions as are necessary to bring the constitution, working and procedures of the company in conformity with the provisions of this Ordinance:
 
Provided that, notwithstanding the fact that such actions have not been taken or such changes have not been made, the companies shall comply with the provisions of this Ordinance as if they were registered under this Ordinance:

514. Removal of difficulties:-

If any difficulty arises in giving effect to any provision of this Ordinance, the Federal Government may, by notification in the official Gazette, make such provisions as may appear to it to be necessary for the purpose of removing the difficulty.