An Act further to amend the Companies Ordinance, 1984

[Gazette of Pakistan, Extraordinary, Part-I, 16th December, 2015]

No. F. 22(31)/2015-Legis., dated 15.12.2015.–The following Act of Majlis-e-Shoora (Parliament) received the assent of the President on the 10th December, 2015 and is hereby published for general information:–

WHEREAS it is expedient further to amend the Companies Ordinance, 1984 (XLVII of 1984), to provide for the listed companies to buy back their shares and retain the repurchased shares as treasury shares and reissue them at appropriate time and matters arising out of or connected therewith;

It is hereby enacted as follows:–

1.  Short title and commencement.–(1) This Act may be called the Companies (Amendment) Act, 2015.

(2)      It shall come into force at once.

2.  Substitution of Section 95-A, Ordinance XLVII of 1984.–In the said Ordinance, for Section 95-A, the following shall be substituted, namely:–

“95-A Power of a company to purchase its own shares.–(1) Notwithstanding anything contained in this Ordinance or any other law, for the time being in force, or the memorandum and articles, a listed company may, subject to the provisions of this section and the regulations prescribed by the Commission in this behalf, purchase its own shares.

(2)  The shares purchased by the company may, in accordance with the provisions of this section and the regulations, either be cancelled or held as treasury shares.

(3)  The shares held by the company as treasury shares shall, as long as they are so held, in addition to any other conditions as may be prescribed, be subject to the following conditions, namely:–

(a)      the voting rights of these shares shall remain suspended; and

(b)      no cash dividend shall be paid and no other distribution, whether in cash or otherwise of the company’s assets, including any distribution of assets to members on a winding up, shall be made to the company in respect of these shares:–

                   Provided that nothing in this sub-section shall prevent–

(i)       an allotment of shares as fully paid bonus shares in respect of the treasury shares; and

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