The Companies Act, 2017 repealed the Companies Ordinance, 1984 in full except Part VIII-A, sections 282A to 282N — the licensing and regulatory regime for Non-Banking Finance Companies (NBFCs) and Commission-notified entities. Under https://www.corporate-law.masss.com.pk/section/section-509-repeal-and-savings/(1) (repeal and savings), Part VIII-A “along with all related or connected provisions of the repealed Ordinance” continues to apply to NBFCs “as if the repealed Ordinance has not been repealed.” This page summarises that retained Part; it is a niche regime relevant only to companies licensed to carry on NBFC business (investment finance, leasing, housing finance, venture capital investment, discounting, investment advisory, asset management services, or any other business the Federal Government specifies) or notified as a “notified entity” — not to companies generally.
Scope and licensing
282A defines which companies this Part covers: those licensed for one or more of the NBFC business forms above, plus any company, class of company, corporate body, trust, or other entity/person the Federal Government notifies as a “notified entity.”
282B lets the Federal Government make rules, and the Commission make regulations, for establishing and regulating NBFCs and notified entities, and lets the Commission issue directives, circulars, codes, and guidelines to carry out this Part’s purposes.
282C requires Commission approval before an NBFC is incorporated, and a Commission licence before it carries on business, subject to conditions and fees the Commission sets; every company already in one of these business lines must apply for a licence within six months of this section taking effect, and the Commission grants it once satisfied the prescribed conditions are met. An NBFC also needs the Commission-prescribed minimum equity for its licensed business form(s). Notably, this Part continues to apply to an NBFC or notified entity even after its licence/registration has expired, been cancelled or suspended, or where a fresh licence application is still pending.
282CA requires an entity notified under 282A(b) to register with the Commission before operating, on whatever terms/fee the Commission sets, with a six-month window to apply for entities already in existence when this section took effect.
The Commission’s intervention powers
282D lets the Commission, where necessary in the public interest or to prevent detriment to shareholders/unit holders or the NBFC itself, direct NBFCs generally (or a specific NBFC) to do or desist from acts, or to carry out changes to rectify a situation — and later modify or cancel that direction.
282E lets the Commission remove a chairman, director, chief executive, or other responsible officer from office (for reasons recorded in writing), after giving an opportunity to be heard — though if delay would harm the public interest, the Commission may act first and hear the representation afterwards. A removed person is barred from managing that NBFC (or any NBFC/notified entity) for up to three years, appointees serving in their place hold office at the Commission’s pleasure for up to three years, and no one removed under this section may claim compensation for loss of office.
282F lets the Commission supersede an NBFC’s entire board of directors (for the same reasons as 282E) for up to three years in total, with the Commission’s own appointee exercising all board powers and duties during supersession.
282G lets the Commission call for information/documents from any NBFC or notified entity at any interval it deems necessary, and makes it an offence to give false or incomplete information in anything filed under this Part.
282H lets the Commission order a special audit and appoint an auditor for detailed scrutiny of an NBFC’s affairs, and act on the resulting report by directing compliance or other action.
282I lets the Commission enquire into or inspect an NBFC’s (or notified entity’s) affairs, its directors/managers/officers, or anyone who has dealt with it — who must furnish information and, on notice, allow books/documents to be called for, inspected, and seized.
Penalties
282J — failing, refusing, or contravening this Part (or rules/regulations/directives under it) is punishable by a fine of up to Rs. 50 million; every responsible director/manager/officer is deemed guilty unless they prove the default happened without their knowledge or that they exercised due diligence to prevent it. The Commission may also cancel or suspend licences/registration after a show-cause notice, and may petition the Court to wind up an NBFC once all its licences are cancelled. Carrying on business after a suspension adds a fine of up to Rs. 50 million plus Rs. 200,000 for every day the default continues. An officer (including an auditor) who fails to pay an imposed penalty within six months may be disqualified by Commission order from holding office in any company or NBFC.
282K — a chairman, director, chief executive, official liquidator, or officer who wilfully makes a false statement (or wilfully omits a material one), mismanages the NBFC’s affairs, or misuses their position for personal or family gain is punishable with up to three years’ imprisonment and a fine of not less than Rs. 100,000, plus an order to disgorge any property so gained. Carrying on NBFC business without a licence (or after cancellation) is separately punishable with up to seven years’ imprisonment and a fine of up to Rs. 1 million. No court may take cognizance of a 282K offence except on a written Commission complaint, and only the High Court may try it.
282M — fines/penalties under this Part are adjudged by the Commission (or an empowered Commission officer) after a show-cause opportunity.
Amalgamation and rehabilitation
282L sets the procedure for amalgamating NBFCs: a scheme approved by a two-thirds-in-value majority of each NBFC’s shareholders at a meeting called on published notice, a dissenting shareholder’s right to have the Commission fix the value of their shares, Commission sanction of the scheme, and the registrar striking off the amalgamated NBFC once notified — on sanction, the amalgamated NBFC’s property and liabilities vest in, and transfer to, the surviving NBFC.
282N gives the Commission the same rehabilitation powers over a sick NBFC or notified entity that the Federal Government has under section 296, including applying to the Court under sections 412–415 (moratorium/scheme of arrangement) and 408–409 (fraudulent preference). Failing to implement an approved rehabilitation plan is punishable with a fine of up to Rs. 10 million, plus Rs. 10,000 for every day the failure continues.
Note on scope: this page summarises Part VIII-A’s substantive effect rather than reproducing every amendment footnote in the source text (most of it was inserted or amended by the Finance Acts of 2007 and 2008, with later drafting refinements). Practitioners advising an actual NBFC or notified entity should read sections 282A–282N directly alongside the Non-Banking Finance Companies (Establishment and Regulation) Rules, 2003 and the Commission’s NBFC-specific regulations, which supply most of the day-to-day operating detail this Part only frames at a statutory level.