Rule · SECP · 8 Oct 2018
Companies must file forms online or physically with the Commission or Registrar, signed by authorized officers and accompanied by fee receipts. Specific deadlines include submitting Form 5 for memorandum amendments within sixty days of special resolution, Form 2 for status conversion within sixty days, and Form 3 for share allotment returns within forty-five days. Companies must report shareholding changes exceeding twenty-five percent via Form 3A within fifteen days. Physical share certificates require board resolutions, common seals, and specific details, while book-entry shares require Central Depository applications.
GOVERNMENT OF PAKISTAN
SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN -.-.- Islamabad, the 8 th October, 2018 NOTIFICATION S.R.O. 1225 (I)/2018.— In exercise of the powers conferred under sub-section (1) of section 512 of the Companies Act, 2017 (XIX of 2017), the Securities and Exchange Commission of Pakistan is pleased to make the following regulations, the same having been previously published vide S.R.O. 758(I)/2018 dated 11 th June, 2018 as required by proviso to sub-section (1) of said section 512, namely—
(iii) “authorized intermediary” shall have the same meaning as assigned to it in the Intermediaries (Registration) Regulations, 2017; (iv) “fee” means fee as specified in seventh schedule of the Act; (v) “Form” means a form attached to these regulations and includes a return; (vi) “registrar concerned” shall have the same meaning as assigned to it under the Companies (Registration Offices) Regulations, 2018; and (vii) “section” means section of the Act; (2) The words and expressions used but not defined in these regulations shall have the same meaning as are assigned to them in the Act, Securities and Exchange Commission of Pakistan Act, 1997(XLII of 1997), Securities Act, 2015 (III of 2015) and any rules made thereunder.
3. Prescribed particulars.—The particulars contained in the forms or returns are
hereby specified as the particulars, if any, required under the relevant provisions of the Act.
4. Forms and Returns.—Pursuant to the provision of section 506 of the Act, formats
of following forms and returns are specified which shall be used in all matters to which those forms and returns refer:
S.No. Name of
Form
Description Relevant section
/regulation
Form A Annual return of company having share capital Section 130(1)
Form B Annual return of company not having share capital Section 130(2)
Form C Annual return of companies in case there is no
change of particulars since last annual return filed with the registrar
Section 130(5)
Form D Annual return of inactive company Sections 130(1) &
424(5) and
Regulation 36
Form 1
with
Appendix
Receipt of subscription money Section 17(3)
Form 2 Application for conversion of status of company Sections 46, 47,
48 & 49 and
Regulations 11
Form 2A Filing of altered memorandum and articles of
association after approval of the commission for conversion of status of a Company Sections 46, 47, 48 & 49 and Regulations 11
Form 3
with
Appendix
Return of allotments of shares Section 70 and Regulation 12
Form 3A Change of more than twenty five percent in
shareholding or membership or voting rights
Section 465(4)
and Regulation 14
Form 4 Intimation about Principal line of business or change
therein
Sections 26, 27,
28, 29 & 32
Form 5 Petition for alteration of memorandum Section 32(1)(a)
or (c) and
Regulation 10
Form 6 Notice of consolidation, division or sub-division of
shares, specifying the shares so consolidated, divided or sub-divided or the cancellation of shares (otherwise than in connection with a reduction of share capital under section 89 of the act)
Section 85(1)(b),
(c), (d)
Form 7 Notice of alteration in share capital Section 85(1)(a)
Form 8 Application for change of name Sections 11 & 12
Form 9 Notice of the court’s order disallowing / confirming
the variations of the rights of holders of/ special class of shares
Section 59(4)
Form 10 Particulars of mortgages, charges, pledge, etc. Sections 100, 105
& 448 and
Regulation 18
Form 11 Particulars of mortgage or charge subject to which
property has been acquired
Section 100(4) &
448 and
Regulation 18
Form 12 Register of mortgages, charges, pledge etc., to be
maintained by a company
Section 112 &
448
Form 13 Registration of entire series of debentures/
redeemable capital
Sections 101 &
448 and
Regulation 18
Form 14 Particulars of an issue of redeemable capital /
debentures in a series when more than one issue in the series is made Sections 101 & 448 and Regulation 18
Form 15 Notice of appointment or change of nominee or
change in his particulars (for single member company only).
Sections 14(1)(c) and Regulation 27
Form 16 Particulars of modification of mortgage, charge,
pledge, etc.
Sections 106 &
448 and
Regulation 18
Form 17 Memorandum of complete satisfaction of mortgage,
charge, pledge, etc.
Sections 109 &
448
Form 18 Notice of appointment/ cessation of receiver or
manager to be given by the person who obtained an order for appointment of / appointed a receiver or manager Sections 113 & 449
Form 19 Notice to be given by receiver /manager on ceasing
to act as such
Sections 114(1) &
449
Form 20 Receiver or manager’s abstract of receipts and
payments
Sections 114(1) &
449
Form 21 Notice of situation of registered office or any change
therein
Section 21
Form 22 Declaration regarding compliance with the
conditions of section 19 of the Companies Act, 2017
Section 19(1)(d)
before commencing business in case of a company issuing prospectus
29. Form 23 Declaration before commencing business in case of
a company filing statement in lieu of prospectus
Section 19(1)(e)
30. Form 24 Notice of rectification of register of members/
directors
Sections 128 &
197(9)
31. Form 25 Statutory Report Section 131(6)
32. Form 26 Special Resolution Section 150
33. Form 27 Declaration to be submitted to the court by
provisional manager/official liquidator
Section 315(5)
34. Form 28 Consent to act as director / chief executive Section 167
35. Form 29 Particulars of directors and officers, including the
chief executive, secretary, chief financial officer, auditors and legal adviser or of any change therein
Section 197 and
Regulation 20
36. Form 30 Notification of particulars of beneficial ownership to
the company
Section 452(1)
and Regulation 37
37. Form 31 Return containing particulars of substantial
shareholders/ officers for Companies’ global register of beneficial ownership
Section 452(2) &
(4) and
Regulation 37
38. Form 32 Return containing particulars of companies for
companies’ global register of beneficial ownership
Section 452(3)
and Regulation 37
39. Form 33 Notice of address where books of accounts are
maintained
Section 220 &
449
40. Form 34 Pattern of Shareholding Section 227(2)(f)
41. Form 35 Filing of copy of scheme of amalgamation Section 284(5)
and Regulation 33
42 Form 36 Notice of Dissenting Shareholders Section 285(1) and Regulation 32 43 Form 37 with
appendix
Information to be furnished in relation to any offer of a scheme or contract involving the transfer of shares or any class of shares in the transferor company to the transferee company
Section 285(5)
and Regulation 32
44 Form 38 Application for obtaining status of inactive company Section 424(1) and Regulation 36 45 Form 39 Application for conversion of status from inactive to active company
Section 424(5)
and Regulation 36
5. Filing Procedure.—(1) Subject to the provision of sub-section (4) of section 471 of
the Act, any form, return, application, document or report required to be filed or lodged by a company under any provision of the Act or these regulations shall be filed or lodged either online through e-service or in physical form in the following manner to the Commission or the Registrar, as the case may be:
(a) duly signed by the authorized officer as defined in regulation 2;
(b) accompanied by original paid bank challan or other evidence in respect of payment of fee as per Seventh Schedule (not applicable in case of online filing through eservice); and (c) in case of appeal, other than appeal in the appellate bench of the Commission, or application, it shall, in addition to complying with any other requirement of the Act or the rules or regulations, be – (i) duly signed and verified by an affidavit by the applicant indicating complete name, address, contact numbers (official/cell phone) and email address if any; in the case of a company, signed and verified by an affidavit of an authorized officer of the company; (ii) neatly and legibly typed or printed, setting out precisely the facts, grounds and claims or relief applied for in serially numbered paragraphs and specifying the relevant provisions of the Act under which action or relief is appliedfor; and (iii) accompanied by documents referred to in the application or relied upon and, in the case of an appeal against any order or decision, by a copy of such order or decision. (2) The Commission or the registrar, as the case may be, may require such documentary proof with respect to the status, designation or entitlement of the person or individual making or authenticating the application as it or he may deem necessary.
6. Payment of fees, etc.—(1) Except as otherwise provided in the Act, all fees,
charges or other amounts payable, under the Act, rules, regulations or any notification issued by the Federal Government, Commission or registrar shall be deposited with the designated bank branch and accounted for to the Commission. (2) The original copy of the receipt thereof shall be furnished to the Commission or the registrar, along with the relevant document, return or application:
Provided that in case of online submission, the paid challan or other evidence of payment of fee shall not be required to be furnished to the Commission or the registrar.
clause (a) or clause (c) of sub-section (1) of section 32 as per Form 5, within sixty days from the date of special resolution.
11. Conversion of status of a company.— (1) Subject to the requirements of sections
46, 47, 48 and 49 of the Act, a company desirous of converting its status shall, not later than sixty days from the date on which the special resolution was passed, make an application on Form 2 to the Commission for its approval, in any of the following circumstances, namely— (i) conversion of a public company into a private company or a single member company; or (ii) conversion of a private company into a single-member company; or (iii) conversion of an unlimited company into a limited company; or (iv) conversion of a company limited by guarantee into a company limited by shares. (2) The company shall file a copy of the memorandum and articles of association as altered on Form 2A with the registrar within fifteen days from the date of the order of the Commission.
12. Return of allotments of shares.—(1) Subject to the provisions of section 70 and 83
of the Act, a company having a share capital shall file a return of allotment of shares, with the registrar as per Form 3 within forty-five days after the date of allotment. (2) Where shares are allotted against consideration otherwise than in cash as per requirements of clause (c) of sub-section (1) of section 70 of the Act, the documents which are to be filed with the registrar along with the return of allotment, shall be verified in the following manner, namely— (i) by an affidavit of an authorized officer that these are true copies; (ii) by certification of the public officer having custody of the original document, where applicable:
Provided that the company shall comply with the requirements of the Companies (Issue of Capital) Rules, 1996 and any other relevant rules or regulations issued by the Federal Government or the Commission, as the case may be.
(ii) Profits & Losses, dividend, bonus declared during preceding three years (or such shorter period for which the company may have issued accounts; (iii) Amount of the proposed issue (indicating the number of shares and par value of each share); (iv) Proportion of new issue to existing shares with any condition applicable thereto; (v) Purpose of the issue specifying the main object for which additional funds are required; (vi) date upto which the offer, if not accepted, shall be deemed to have been declined; and (vii) Any other material information.
16. Issue of certificate of shares.—(1) Subject to the provisions of section 62 of the Act,
the physical certificate of any share or shares of a company shall be issued in the following manner, namely— (i) in pursuance of a resolution passed by the Board; and (ii) on surrender to the company of letter of allotment, save in cases of issues against letters of acceptance or of renunciation, or in cases of issue of bonus shares:
(2) No certificate of any share or shares shall be issued either in exchange for those which are sub-divided or consolidated or in replacement of those which are defaced, torn or old decrepit, worn-out, or in cases where space for recording transfers has been duly utilized, unless the certificate in lieu of which it is issued is surrendered to the company. (3) The duplicate share certificate or letter of allotment shall be issued in accordance with the provision of section 73 of the Act. (4) The certificate of shares issued in physical form shall specify the certificate number, folio number, name of company, authorized and paid up capital of the company at the time of issuance of certificate, date of issue, name(s) of the person(s) in whose favor the certificate is issued, class and kind of share, par value of share and in case of transfer, name of transferee, date of transfer, signature of authorized officer of the company:
Provided that in case duplicate share certificate is issued, the date of initial issuance along with word “DUPLICATE” shall be mentioned on the certificate. (5) Every share certificate shall be issued under the company’s common seal, which shall be affixed in the presence of, and signed by two directors duly authorized by the Board of Directors of the company for the purpose if so authorized by the Board:
Provided that, in case of a single member company, every share certificate shall be issued under the common seal of the company, which shall be affixed and signed by the single director of the company.
17. Issuance of shares in book-entry form.—Subsequent to the notification under
section 72 of the Act, all companies required to replace its physical shares with book-entry form
shall apply to a Central Depository in terms of the relevant Regulations for declaration of company’s shares as eligible securities and comply with the requirements of the Central Depository for issuance of shares in book entry form.
18. Verification of copies for purposes of sections 100, 101 and 106.—A copy of every
instrument or deed creating or evidencing any charge or mortgage or pledge and required to be filed with the registrar in pursuance of section 100, 101 and 106 shall be verified as follows, namely— (a) Where the instrument or deed relates, whether wholly or partly, to property situated in Pakistan, the copy shall be verified in following manner— (i) by an affidavit of an authorized officer that these are true copies; or (ii) by a certification of the public officer having custody of the original document. (b) Where the instrument or deed relates solely to property situated outside Pakistan, the copy shall be verified by an affidavit of an authorized officer of the company, or of a person interested in the mortgage or charge or pledge on behalf of any person other than the company, stating that it is a true copy.
19. Particulars of members and debenture-holders.—Subject to the provisions of
section 119 and 122 of the Act, every company shall keep a register of its members and a register of
debenture-holders containing the following particulars, namely—
(a) in case of a member or debenture-holder who is a natural person— (i) folio number; (ii) full name; (iii) father's name/ husband name; (iv) NIC/NICOP/Passport Number; (v) nationality; (vi) mobile number/landline number; (vii) email address, if available; (viii) usual residential address; (ix) occupation, if any; (x) in case of foreign national or dual national, country of origin; (xi) in case of minor member or debenture-holder, his date of birth along with name and address of his guardian; (xii) date on which name was entered in the register as a member /debentureholder; and (xiii) date on which the person ceased to be a member / debenture-holder and reason of cessation. (b) in case of member or debenture-holder other than a natural person— (i) folio number; (ii) name of legal person; (iii) official address; (iv) name of authorized representative/designated partner and his particulars as required in (a)(ii) to (a)(xi) above;
(v) date on which name was entered in the register as a member /debentureholder; and (vi) date on which the person ceased to be a member/ debenture-holder and reason of cessation. (c) additional particulars in the case of a company having a share capital— (i) number of shares/debentures held by each member/ debenture-holder; (ii) class or kind, if any, of shares/ debentures held; (iii) distinctive number of each share held, where applicable; and (iv) number of shares / debentures held by member/ debenture-holder which are subject to encumbrance, if any, along with nature of encumbrance.
20. Particulars of directors and officers.—(1) Subject to the provisions of section 197
of the Act, every company shall keep a register of its directors and officers, including the chief executive, company secretary, chief financial officer, auditors and legal adviser, containing their particulars as specified through Form 29 which have been furnished to the company by each of the aforementioned director and officer in pursuance of the provisions of sub-section 2 of section 197 of the Act. (2) The company shall file a return with the registrar as per Form 29 in pursuance of subsection (3) of section 197:
Provided that in case of resignation of a director or chief executive officer, Form 29 shall be supported by the resignation letter duly signed by the resigning director, which shall be verified through an affidavit on stamp paper duly signed by the person who has signed Form 29 and attested by an oath commissioner and witnessed.
21. Particulars of contracts or arrangements in which directors are interested.—(1)
Subject to the provisions of section 209 of the Act, the company shall keep one or more separate registers containing following particulars of all contracts or arrangements including particulars relating to the concern or interest of any director in any association having contract or arrangement with the company and other information relating to such director, namely—
(i) the date of the contract or arrangement;
(ii) the names of the parties thereto;
(iii) the principal terms and conditions thereof; (iv) amount of contract or arrangement; (v) the name of the director interested in the contract or arrangement; (vi) name of the association and the extent or nature of interest of director therein and also his relationship with association; and (vii) date on which interest or concern arises or changes. (2) Subject to the provision of sub-section (2) of section 209, the particulars as mentioned in clauses (v), (vi) and (vii) of sub-regulation (1) or any change therein, shall be disclosed to the company by each of the relevant director within thirty days.
22. Qualifications and Experience of company secretary.—Subject to the provisions
of section 194 of the Act, the public company shall appoint as company secretary— (a) a person who is a member of— (i) a recognized body of professional accountants; or (ii) a recognized body of corporate or chartered secretaries; or (b) a person holding a master degree in business administration or commerce or being a law graduate from a university recognized by the Higher Education Commission of Pakistan or in case of foreign qualification in the above disciplines, holds an equivalence certificate from Higher Education Commission of Pakistan and having at least five years relevant experience in case of listed company or two years relevant experience in case of other public company; or (c) a retired government servant in BS-18 or equivalent or above with at least fifteen years’ service:
Provided that a person already engaged by a public company as company secretary in terms of the Companies (General Provisions and Forms) Rules 1985 may continue in that capacity.
23. Female representation on the board of public interest company.—The board of a
public interest company not being a listed company, shall have at least one female director having at least bachelor’s degree from an institution recognized by Higher Education Commission:
Provided that a company having no female representation on its board, shall, in addition to its elected or nominated directors, appoint at least one female director within one year from the date of commencement of these Regulations:
Provided further that this regulation shall not apply in case, a company has already female representation on its board having requisite educational qualification.
24. Fresh election of directors of a listed company.—(1) Any member of a listed
company having acquired requisite shareholding to get him elected as a director on the board, may file a requisition along with following documents to the company for holding fresh election in terms of provisions of section 162 of the Act— (i) evidence of acquisition of requisite shareholding to get him elected as a director; (ii) an affidavit to the effect that he has complied with the requirements of all other relevant laws while acquiring the requisite shareholding in the company; and (iii) an undertaking to the effect that he shall not dispose of the shares till next election of directors of the company. (2) The listed company shall hold fresh election of directors in accordance with the procedure laid down in section 159:
Provided that the notice of the meeting as specified in sub-section (2) of section 159 shall also disclose the fact that fresh elections are being held on application of a member under section 162 of the Act:
25. Availability of financial statements on the website of listed Company.—Subject
to the provisions of section 223 and 237 of the Act, a listed company shall make available its annual and quarterly financial statements for the last ten years, where applicable, on its website.
(v) when the delay is attributed to non-completion of books of accounts or nonfinalization of audit, the exact state of books of accounts with reasons for noncompletion of such books or for non- finalization of the audit, as the case may be, such information being accompanied by a certificate of the company’s auditor as to the state of its accounts, reasons for delay in completion of audit and the minimum time required for the purpose.
28. Conduct of shareholders in the meeting.—(1) The chairman of the meeting shall
read out the manner in which general meeting shall be conducted that includes providing opportunity to the members seeking any explanation and meaningful discussion, choice of suitable language and time allocated to members to participate in the proceedings of the meetings. (2) The shareholders shall observe following conduct in general meetings in terms of
section 215 of the Act—
(i) shall not bring such material that may cause threat to participants or premises where meeting is being held; (ii) shall confine themselves to the agenda items covered in the notice of meeting; (iii) shall keep comments and discussion restricted to the affaires of the company; and (iv) shall not conduct in a manner to disclose any political affiliation.
29. Video link facility for meetings.—Where the company provides facility to its
members for attending meeting through video link subject to the provisions of clause 73 of subsection (1) of section 2, section 134 of the Act and its articles of association, the meeting shall be conducted in the following manner— (i) the company shall ensure that the notice of general meeting specifically mentions therein that participation through video link shall be arranged on demand by members residing in a city and holding ten percent of the total paid up capital; (ii) the chairman of the meeting and company secretary shall ensure that no person other than the member or proxy holder is attending the meeting
through video link and shall take any further steps to maintain integrity of such meetings; (iii) the chairman of the meeting and company secretary shall take the responsibility to ensure availability of adequate facilities at specified locations without interruption / distortion and appoint coordinator at the place of video conference facility to conduct voting and assist chairman of the meeting; and (iv) the company secretary shall secure the tele/video recording of the proceedings of the meetings and keep the same in his custody along with other relevant record.
30. Application under section 256.—(1) Every application for investigation into the
affairs of a company under clause (a) or clause (b) of section 256 shall specify— (i) the name and address of the registered office of the company whose affairs are sought to be investigated; (ii) the names and addresses of the applicants, and, in the case of a company having a share capital, also the total number of shares of the company held by each of them together with the amount paid up thereon; (iii) if the company has a share capital, the issued and paid-up capital of the company and the nominal or face value of the shares or, if the company has no share capital, the total number of its members; (iv) the precise and specific reasons for requesting the investigation with particulars of alleged irregularities, including the period to which it extends; and (v) whether the applicants agree to give security for payment of the costs of investigation and the ceiling of the amount up to which they so agree. (2) Every such application shall be accompanied by such documentary evidence in support of the reasons for requesting the investigation and the alleged irregularities as is reasonably open to the applicants.
(3) Every such application shall be signed by the applicants and shall be verified by their affidavit stating, inter-alia, the paragraphs of the application which contain statements true to their knowledge and the paragraphs of the application which contain statements true to the best of their information and belief. (4) The Commission may, before passing any order on the application, require the applicants or any one or more of them to produce such further documentary or other evidence as the Commission may consider necessary for— (i) the purpose of satisfying itself as to the veracity of the allegations made in the application; or (ii) ascertaining any information which, in the opinion of the Commission, is necessary for enabling it to pass orders on the application; or (iii) ascertaining the eligibility of applicants or any one or more of them to make the application.
31. Authentication of copy of Inspector’s report under section 271.—A copy of the
report of an inspector or inspectors, shall, for the purposes of section 271, be authenticated by an officer of the Commission.
32. Manner of giving notice under section 285.—(1) A notice required to be given by
a transferee company—
(i) to any dissenting shareholder of the transferor company in pursuance of subsection (1) of section 285; or (ii) to any shareholder of the transferor company who has not assented to the scheme or contract in pursuance of clause (a) of sub-section (2) of said
section;
shall be given on Form 36 in the manner provided in section 55 and regulation 9 for the service of documents by a company on a member thereof. (2) While making or issuing any offer or issuing any circular containing any recommendation from the directors of the transferor company to the members of that company to
accept such offer, the company shall furnish to them the information specified in Form 37 in addition to the statement referred to in clause (b) of sub section (5) of section 285.
33. Filing of copy of scheme of amalgamation in case of amalgamation of wholly
owned subsidiary(ies) or companies wholly owned by a person.—(1) Subject to the provisions of section 284 of the Act, the transferee company shall file a copy of the scheme of amalgamation as approved by each amalgamating company, on Form 35 with the registrar within thirty days of date of resolution. (2) Where the amalgamating companies have passed the resolution on different dates, Form 35 along with scheme of amalgamation shall be filed within thirty days of last date of resolution.
34. Investment of retained funds by liquidator in voluntary winding up.—Subject to
the requirements of section 372 of the Act, any amounts retained by the liquidator for meeting any claim against the company which may be subjudice or subject matter of adjudication or assessment, shall be invested by the official liquidator in Special Saving Certificates or shall be deposited or invested in the National Savings Schemes in the name of the company in liquidation.
35. Remuneration of receiver or manager.—Subject to the provisions of section 117
of the Act, the remuneration of receiver or manager shall be such amount as fixed by the court while passing the order for appointment of receiver or manager.
36. Inactive Company .—(1) Subject to the provisions of section 424 of the Act, a
company may file an application to the registrar as per Form 38 for obtaining status of an inactive company. (2) An inactive company shall comply with the following requirements to retain its inactive status in the register— (i) shall have minimum number of one director in case of a single member company, two directors in case of a private limited company and three directors in case of public limited company; (ii) shall file Annual return on Form D along with payment of annual fee as per Seventh Schedule to the Act.
(3) Any company which was earlier granted status of inactive company and now desirous of starting operations shall apply as per Form 39 to the registrar to become active company.
37. Global Register of Beneficial Ownership.—(1) Subject to the requirements of
section 452, the substantial shareholder or officer of a company having shareholding in a foreign
company or body corporate shall report to the company his shareholding or any other interest as notified by the Commission, as per Form 30 within thirty days of holding such position or interest. (2) The company shall submit all the information received by it, in terms of subregulation (1) during the year to the registrar as per Form 31 along with the annual return. In case the company is not required to file annual return, it shall only file Form 31 within thirty (30) days from the last day of the calendar year to which it relates. (3) The company shall also report to the registrar the requisite information in terms of provisions of sub-section (3) of section 452 of the Act as per Form 32 along with the annual return.
38. Maximum fees to be charged by companies.—The maximum limits of fees as are
required to be paid to or charged by companies from members, creditors or other persons for supply of copies of documents, inspection of records and other services under the Act shall not exceed the fee specified in the Seventh Schedule for the inspection of a document or register or for the supply of a certified copy of an extract of any document or register kept by the registrar or for other services.
39. Copies of applications to various authorities, etc., to be forwarded to others.—
A copy of every application together with a copy of each of the documents enclosed therewith shall be forwarded by the applicant— (i) in the case of an application made to the Federal Government, to the Commission and the registrar concerned; (ii) in the case of an application made to the Commission or the registrar who is head of the organisation for the registration of companies in Pakistan, to the registrar concerned; and this fact shall be stated in the application.
40. Translation of documents other than those under Part XII of the Act.—(1) If any
document or portion of any document required to be filed or registered with the registrar or
containing any fact required to be recorded by him in pursuance of any provision contained in any
part of the Act (except Part XII) is not in English language or in Urdu language, a translation of that
document or portion either in English language or in Urdu language certified in the manner provided in sub-regulation (2) and (3), as the case may be, to be correct translation thereof, shall be attached to each copy of the document which is furnished to the registrar. (2) Where any such translation is made outside Pakistan, it shall be authenticated by the signature and seal, if any, of— (i) the public officer in the country where the company is incorporated to whose custody the original is committed; or (ii) a Notary Public of the country where the company is incorporated:
Provided that signature or seal of the person so certifying shall be authenticated by a Pakistan diplomatic consular or consulate officer. (3) Where such translation is made within Pakistan, it shall be authenticated by an affidavit of any person having, in the opinion of the registrar, an adequate knowledge of the language of the original and of English or Urdu, as the case may be.
41. Persons authorised to represent in proceedings under sections 479 and 480.—(1)
Except as otherwise provided in the Act, the following persons shall be entitled to appear before the Federal Government or the Commission or the registrar in any proceedings under sub-section (5) of
section 479 or section 480, namely—
(a) If the proceedings are against a company— (i) the chief executive of the company; or (ii) any other person who could make a declaration under clause (a) of sub-section (1) of section 16 of the Act; or (iii) secretary of the company; or (iv) an advocate, entitled to appear before any High Court in Pakistan or the Supreme Court; or
(v) a member of the Institute of Chartered Accountants of Pakistan or the Institute of Cost and Management Accountants of Pakistan practicing in Pakistan; or (vi) such other person who possesses the qualification as notified by the Commission; and (b) if the proceedings are against an officer of a company or some other individual allegedly responsible for the offence— (i) the officer or person so alleged; or (ii) unless otherwise required by the Federal government, the Commission or the registrar, any other person as mentioned in sub-clauses (ii), (iv) & (v) of clause (a) above, duly authorised in writing by the said officer or person for the purpose of the proceedings. (2) Where a person authorised under clause (a) or sub-clause (ii) of clause (b) of subregulation (1) proposes to appear on behalf of a company or any other person in any proceedings, the written authority entitling him so to do shall be furnished to the federal government, the Commission or the registrar as the case may be, prior to the proceedings.
42. Interpretation of the requirements of the forms.—For the application and
interpretation of the requirements of the forms, unless the subject or context otherwise requires, the following shall apply, namely— (i) if an information is required to be disclosed and, in the application of the provision to a company, there is no information which could be so disclosed, an express statement giving the factual position would be required to be made instead of the information to be stated; (ii) if a certain information is required to be disclosed “if practicable”, “if determinable”, “as near thereto as circumstances admit” or under some other similar expression, and it is not practicable for a company to disclose or provide information as required, the precise reasons as to why it is not practicable to provide the information or it is not possible to determine the required information or the circumstances which necessitate deviation from
the actual requirements shall be included instead of the information required to be stated.
43. Permanent preservation of memorandum and articles of association of
company.—Notwithstanding anything contained in any other regulations, a company shall maintain and preserve permanently at its registered office, copies of its original and altered memorandum and articles of association since incorporation.
44. Penalty for contravention of these regulations.—Whoever fails or refuses to
comply with, or contravenes any provision of these regulations, or authorises or permits such failure, refusal or contravention shall, in addition to any other liability under the Act, be also punishable with penalty as provided in sub-section (2) of section 512 of the Act.
45. Repeal.—(1) The following rules and notifications hereinafter referred to as repealed
instruments are hereby repealed, namely—
(a) The Companies (General Provisions and Forms) Rules, 1985; (b) The Single Member Companies Rules, 2003; and (c) SRO 546(I) /2017 issued under section 452 of the Act. (2) Anything done, actions taken, orders passed, registration granted, notifications issued, proceedings initiated and instituted, prosecutions filed, processes or communications issued, fee charged and powers conferred, assumed or exercised by the Commission under the repealed instruments, shall, on the coming into operation of these regulations, be deemed to have been validly done, taken, passed, granted, charged, issued, initiated or instituted, filed, conferred, assumed and exercised and every action, prosecution or proceeding instituted and every order, directive, notification, circular etc. issued by the Commission shall be deemed to have been initiated, instituted or issued under these regulations and shall be proceeded with to completion and be enforced and have effect accordingly.
Form A
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 130(1) and Regulation 4] ANNUAL RETURN OF COMPANY HAVING SHARE CAPITAL
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount
dd mm yyyy
1.4 Form A made up to
1.5 Date of AGM
PART-II
Section-A
2.1 Registered office address
2.2 Email Address:
2.3 Office Tel. No.:
2.4 Office Fax No.:
2.5 Principal line of business
2.6 Mobile No. of Authorized officer
(Chief Executive/ Director/ Company
Secretary/Chief Financial Officer)
2.7 Authorized Share Capital
Classes and kinds of Shares No. of Shares Amount Face Value Ordinary Shares
2.8 Paid up Share Capital
Classes and kinds of Shares No. of Shares Amount Face Value Ordinary Shares
2.9 Particulars of the holding /subsidiary company, if any
Name of company Holding/Subsidiary % of shares held
2.10 Chief Executive Officer
Name
Address
NIC No
2.11 Chief Financial Officer
Name
Address
NIC No
2.12 Secretary
Name
Address
NIC No
2.13 Legal Advisor
Name
Address
NIC No
2.14 Particulars of Auditor(s)
Name Address
2.15 Particulars of Share Registrar (if applicable)
Name
Address e-mail
Section-B
2.16 List of Directors as on the date annual return is made
S# Name Residential
Address National ity
NIC No. (Passport No. if foreigner) Date of appointment or election
Use separate sheet, if necessary
2.17 List of members & debenture holders on the date upto which this Form is made
S# Folio # Name Addres s
Natio nality
No. of shares held/D ebentu re
NIC No. (Passport No. if foreigner)
Members
Debenture holders
Use separate sheet, if necessary
2.18 Transfer of shares (debentures) since last Form A was made
S# Name of Transferor Name of
Transferee
Number of shares transferred
Date of registration of transfer
Members
Debenture holders
Use separate sheet, if necessary
PART-III
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and
(ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of Authorized Officer with
designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
INSTRUCTIONS FOR FILLING FORM-A
Day Month Year
1.4 Form B made up to
1.5 Date of AGM
PART-II
Section-A
2.1 Registered office address
2.2 Email Address:
2.3 Office Tel. No.:
2.4 Office Fax No.:
2.5 Principal line of business
2.6 Mobile No. of Authorized officer
(Chief Executive/ Director/ Company
Secretary/Chief Financial Officer)
2.7 Total number of members
2.8 Particulars of the holding /subsidiary company, if any
Name of company Holding/Subsidiary % of shares held
2.9 Chief Executive Officer
Name
Address
NIC No
2.10 Chief Financial Officer
Name
Address
NIC No
2.11 Secretary
Name
Address
NIC No
2.12 Legal Advisor
Name
Address
NIC No
2.13 Particulars of Auditor(s)
Name Address
2.14 List of Directors as on the date of Form B
S# Name Residential
Address Nationali ty
NIC No. (Passport No. if foreigner) Date of appointment or election Use separate sheet, if necessary
PART-II-B
2.15 List of members & debenture holders on the date upto which this Form is made
S.
No. Name Address Nationality NIC No. (Passport No. if foreigner) Members Debenture holders Use separate sheet, if necessary
PART-III
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of Authorized Officer with
designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
INSTRUCTIONS FOR FILLING FORM-B
I further declare that the information provided in the form is:
(iii) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (vi) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of Authorized Officer with
designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
Form D
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 130(1) & 424(5) and Regulations 4 & 36] ANNUAL RETURN OF INACTIVE COMPANY
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Annual Fee Payment Details 1.3.1 Challan No 1.3.2 Amount
PART-II
2.1 Address of Company
2.2 Email Address, if any:
2.3 Tel. No. if any:
2.4 List of members and directors as on the date of this annual return
S# Folio No if applicable
Name Nation ality
No. of shares held, if any
Date of becomin g member
/director
NIC No/passport. of member and/ or director
Directors
Total
Member
Total
2.5 Confirmation
about inactive status of
Company
It is hereby stated and confirmed that the Company has:
(i) not carried out any operation since grant of status as an inactive company; (ii) no substantial assets or Accounting transactions;
PART-III
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. It is further declared that as soon as company starts its operations, it will report to the Commission, immediately
3.2 Name of Authorized Officer with
designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
FORM 1
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 17(3) and Regulation 4] RECEIPT OF SUBSCRIPTION MONEY
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount
PART-II
2.1 Total amount of subscription (Rs.)
2.2 Total amount received against subscription (Rs.)
2.3 Total amount outstanding, if any, against subscription (Rs.)
2.4 Particulars of persons who have not deposited the subscription amount if any
Name of subscriber Number of shares Amount Due
PART-III
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true, and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of Authorized Officer with
designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
Enclosures:
I / We have examined the record of M/S <Name of company>, and it is, hereby, verified that a total amount of Rs. < amount> has been received by the company on account of subscription money as per following details:
S.NO Name of Subscriber
Shares agreed to be taken as per
Memorandum of Association Amount received by the company date of receipt No Par value Signature: ________________________ Name: ___________________________ Date: ____________________________ Form 2 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 46 to 49 and Regulations 4 & 11] APPLICATION FOR CONVERSION OF STATUS OF:
(i) A public company into a private company (including single member company) (ii) A private company into a single member company (iii) An unlimited company into a limited company (iv) A company limited by guarantee to a company limited by shares (Please tick one relevant box)
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount
PART-II
2. Capital structure of the Company
Existing share capital, if applicable
Proposed share capital after conversion, if applicable Number of Shares Amount Number of Shares Amount
2.1 Authorized capital
2.2 Paid up capital
PART-III
3.1 Precise reasons for conversion
dd mm yyyy
3.2 Date of passing special resolution - -
PART-IV
4.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
4.2 Name of Authorized Officer with
designation/ Authorized Intermediary
4.3 Signatures
4.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
4.5 Date
Enclosures:
(ii) A private company into a single member company (iii) An unlimited company into a limited company (iv) A company limited by guarantee to a company limited by shares (Please tick one relevant box)
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 *Amount
*fee for authorized capital, if applicable plus filing fee of this form
PART-II
2. Capital structure of the Company
Existing share capital, if applicable
Proposed share capital after conversion, if applicable Number of Shares Amount Number of Shares Amount
2.1 Authorized capital
2.2 Paid up capital
Day Month Year
2.3 Date of the order of the Commission allowing the
conversion of status - -
PART-III
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of Authorized Officer with
designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
Enclosures:
1. Duly amended copy of Memorandum and Articles of Association
2. A copy of the order of the Commission, allowing the conversion.
3. In case of conversion of a company limited by guarantee to a company limited by
shares, auditors’ certificate verifying receipt of consideration money on the format of
Appendix to Form 3.
FORM 3
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 70 and Regulations 4 & 12] RETURN OF ALLOTMENTS OF SHARES
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount
PART-II
2. Share Capital
Number of Shares Amount (Rs)
2.1 Authorized capital
2.2 Paid up capital
(Inclusive of present allotment)
2.3 Kind of shares
(Check relevant checkbox) □Ordinary □Preference
2.4 Class of shares
(Check relevant checkbox) □Class A
2.6 SECTION A — SHARES ALLOTTED AGAINST CASH CONSIDERATION
No of shares indicating class, if any
2.6.1
Per share (Rs) Total Amount (Rs)
2.6.2 Nominal amount
2.6.3 Premium
2.6.4 Discount ( ) (____________)
2.6.5 Total (Amount paid on each share
2.6.2 to 2.6.4)
Specify currency Total Amount of foreign currency 2.6.6 Consideration received against allotment in foreign currency (equivalent amount in PKR included in total amount mentioned at 2.6.5)
2.7 SECTION B — SHARES ALLOTTED FOR CONSIDERATION OTHERWISE
THAN IN CASH
No of shares indicating class, if any
2.7.1
Per share (Rs) Total Amount (Rs)
2.7.2 Nominal amount
2.7.3 Premium
2.7.4 Discount ( ) ( )
2.7.5 Total (2.7.2 to 2.7.4)
2.7.6 The consideration for which shares have been allotted is as
follow:
Amount (Rs.)
(a) Property and assets acquired (give description) (b) Good will (c) Services (give nature of services) (d) Other items ( to be specified) (e) Total (a to d)
2.8 SECTION C — ALLOTMENT OF BONUS SHARES
No of shares indicating class, if any
2.8.1
Allotment Ratio (Existing shares / bonus shares) Total Amount (Rs)
2.8.2 Details of Bonus Shares
Resolution number Day Month Year
2.8.3
Particulars of resolution of Board of directors / shareholders 2.9
SECTION D—NAME, ADDRESSE, AND OTHER PARTICULARS, OF THE
ALLOTTEES
Date of allotment Name of allottee in full
Father's
/ husband' s name
Nat iona lity
Country of origin in case of foreign national Addres s of the allottee Numb er of shares allotte d NIC No./NICOP/Passport No. of allottee/Registration Number, if any(in case of allotee other than natural person) (1) (2) (3) (4) (5) (6) (7) (8) dd mm yyyy Please enter NIC No. without (-)
PART-III
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of Authorized Officer with
designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
Enclosures:
Form 3A
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 465 (4) and Regulations 4 & 14] CHANGE OF MORE THAN TWENTY FIVE PERCENT IN SHAREHOLDING OR MEMBERSHIP OR VOTING RIGHTS
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount
PART-II
2.1 Change in shareholding
2.1.1 Total Number of paid up shares
2.1.2 Particulars of change in shareholding
Name of
Transferor
CNIC/
Passport No. of Transferor, if applicable
Name of
Transferee
/Allottee
CNIC/
Passport No. of
Transferee/
Allottee, if applicable
Address of
Transfere e/
Allottee
No of shares transferre d/ Allotted
Kind /
Class of
Shares
Date of transfer/
Allotment
Use separate sheet, if necessary.
2.2 Change in voting right
2.2.1 Reason & details of change in voting
rights
Day Month Year
2.2.2 Effective date of change in voting right
2.3 Change in membership
2.3.1 Total Number of members prior to change
2.3.2 Particulars of change in members
Particulars of Outgoing Member(s), if any Particulars of New Member(s) Name CNIC/ Passport No. Date of cessation Name CNIC/ Passport No. Date of Admission Use separate sheet, if necessary
PART-III
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of Authorized Officer with
designation/ Authorized Intermediary
3.3 Signature
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
Form 4
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 26, 27, 28, 29 & 32 and Regulation 4] INTIMATION ABOUT PRINCIPAL LINE OF BUSINESS OR CHANGE THEREIN
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount
PART-II
2.1 SECTION A — CHANGE IN PRINCIPAL LINE OF BUSINESS
2.1.1 Previous Principal line of business
2.1.2 New Principal line of business
Day Month Year
2.1.3 Date of change
2.2 SECTION B — INTIMATION ABOUT PRINCIPAL LINE OF BUSINESS
2.2.1 Principal line of business
(applicable if the object stated at serial number 1 of the object clause of memorandum is not the principal line of business of the company) Day Month Year
2.2.2 Date of change (if applicable)
PART-III
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of Authorized Officer with
designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
Enclosures:
2.1 Please specify nature of alteration:
Copy of the special resolution;
Copy of draft amended memorandum of association and if applicable, copy of articles of
association;
Comparative statement containing existing provision, proposed provision of the
memorandum;
No objection certificate from relevant department of the Commission or other relevant
authority, where applicable.
No objection certificate from all registered creditors.
Form 6
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 85(1)(b)(c)(d) and Regulation 4] NOTICE OF CONSOLIDATION, DIVISION OR SUB-DIVISION OF SHARES, SPECIFYING THE SHARES SO CONSOLIDATED, DIVIDED OR SUB-DIVIDED OR THE CANCELLATION OF SHARES (OTHERWISE THAN IN CONNECTION WITH A REDUCTION OF SHARE CAPITAL UNDER SECTION 89 OF THE ACT)
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount
PART-II
2.1 Date of Passing of Special Resolution
2.2 Notice is hereby given, in accordance with section 85 of the Companies Act, 2017 for the
purpose of:-
2.2.1 Consolidation and division of shares or
2.2.2 Sub-division of shares or
2.2.3 Cancellation of shares
(Mark the relevant checkbox)
Number of shares Rs. Per share Amount (Rs)
2.2.4 Existing share capital
2.2.5 Consolidated/divided
2.2.6 Sub-division of shares
2.2.7 Cancelled shares
2.2.8 New share capital
PART-III
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of Authorized Officer with
designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
Form 7
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [See [Section 85 (1) (a) Regulation 4] NOTICE OF ALTERATION IN SHARE CAPITAL
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Memorandum of fee for increase in authorized capital:
1.3.1 Total amount payable on capital as increased (Rs.)
1.3.2 Amount which would have been payable by reference to its
capital immediately before the increase (Rs)
1.3.3 Difference of 1.4.1 and 1.4.2 (Rs.)
1.4 *Fee Payment Details 1.4.1 Challan No 1.4.2 Amount
2.1 Notice is hereby given pursuant to section 85 of
the Companies Act, 2017 that a special resolution was passed for increase in authorized share capital on:
Day Month Year
2.2 Share capital increased in pursuance of an
obligation of the company under an agreement on (date of agreement with party to the agreement) Day Month Year
2.3 Increase in authorized share capital
Amount (Rs)
Divided into
(no of shares)
Of Rs. per share
2.3.1 Existing authorized share capital
2.3.2 Addition
2.3.3 New authorised share capital
2.4 Conditions subject to which the new
shares have been or are to be issued
PART-III
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of Authorized Officer with
designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
Enclosures:
Enclosures:
(ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of Authorized Officer with
designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
Form 10
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 100, 105 & 448 and Regulations 4 & 18] PARTICULARS OF MORTGAGES, CHARGES, PLEDGE, ETC.
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount
i. a mortgage or charge or other interest, based on conditional sale agreement, namely,
lease financing, hire-purchase, sale and lease back, and retention of title, for acquisition of machinery, equipment or other goods (Tick the appropriate box) dd mm yyyy
2.2 Date of instrument
2.3 Description of the instrument (if any)
creating or evidencing the mortgage or charge or pledge or other interest (to be specified).
2.4 Amount secured by the mortgage or
charge, pledge etc.
2.5 Short particulars of the property
mortgaged, charge, pledge or other interest
2.6 Gist of the terms and conditions and
extent and operation of the mortgage, charge, pledge or other interest (Also include description of the nature of the mortgage/charge e.g. equitable, pari-passu, etc.)
2.7 Names, addresses and description of the
mortgagees or persons entitled to the charge or other interest.
PART-III
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of Authorized Officer with
designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
Form 11
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 100(4) & 448 and Regulations 4 & 18] PARTICULARS OF MORTGAGE OR CHARGE SUBJECT TO WHICH PROPERTY HAS BEEN ACQUIRED
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount
2.9 Names, addresses and description
of the mortgagees or persons entitled to the charge or other interest
PART-III
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of Authorized Officer with
designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
Form 12
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 112 & 448] Register of Mortgages, charges, pledge etc., to be maintained by a company Name of Company______________________________________________ CUIN_________________________________ Serial Number of document on file Date of registrati on Date of creation of each mortgage, charge, etc. and description thereof. Date of acquisition of the property if acquired subject to mortgage, charge etc. Amount secured by the mortgage, charge, etc. other than redeemable capital or debentures Short particula rs of the property mortgag e charged, etc. Gist of the terms or conditions or extent or operation relating to the mortgaged, charged, etc. Names address and description of the mortgagees or trustees for the redeemable capital or debentures or persons entitled to charges Particulars relating to issue of redeemable capital debentures of the series Total amount secured by series of debenture / redeemabl e capital Date and amount of each issue of the series / redeemable capital Dates of resolutions authorizing the issue of the series / redeemable capital Date and description of covering deed 1 2 3 4 5 6 7 8 9 10 11 12 Particulars of modification of mortgage, charge etc. Memorandum of satisfaction Receiver / manager Date of Registration of modification Date of brief description of instrument of modification Brief particulars of nature and extent of modification Amount Nature Date of satisfaction Names, address and date of appointment Mode of appointment Date of ceasing to act 13 14 15 16 17 18 19 20 21
Form 13
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 101 & 448 and Regulations 4 & 18] REGISTRATION OF ENTIRE SERIES OF DEBENTURES/REDEEMABLE CAPITAL
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount
2.7 Names & addresses of trustees (if any)
of the redeemable capital/ debenture holders.
PART-III
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of Authorized Officer with
designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
Enclosures:
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount
PART-II
2. Details of Nominee:
2.1 Name
2.2 NIC No
2.3 Residential address
2.4 Telephone number
2.5 Email address
2.6 Relationship of Nominee with
single member
2.7 Signature of Nominee
(Nominee shall not be a person other than relatives of the member- namely, a spouse, father, mother, brother, sister and son or daughter)
PART-III
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of Authorized Officer with
designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
Form 16
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 106 & 448 and Regulations 4 & 18] PARTICULARS OF MODIFICATION OF MORTGAGE, CHARGE, PLEDGE, ETC.
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 *Amount
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of Authorized Officer with
designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
Form 17
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 109 & 448 and Regulations 4] MEMORANDUM OF COMPLETE SATISFACTION OF MORTGAGE, CHARGE, PLEDGE, ETC.
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 *Amount
2.5 Name(s) and address(es) of the mortgagees(s) /
trustee(s) for the redeemable capital / debentureholders, etc. (give description)
2.6 Brief description of instrument(s) through which
mortgage, charge, pledge etc. was created and is now satisfied.
PART-III
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of Authorized Officer with
designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
Form 18
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 113 & 449 and Regulations 4] NOTICE OF APPOINTMENT/CESSATION OF RECEIVER OR MANAGER TO BE GIVEN BY THE PERSON WHO OBTAINED AN ORDER FOR APPOINTMENT OF / APPOINTED A RECEIVER OR MANAGER
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount
PART-II
2.1 Notice regarding Appointment Cessation
(Tick the appropriate box)
2.2 Name of person giving notice
2.3 NIC number, if applicable, of person
giving notice
2.4 Address of person giving notice
2.5 Name of receiver / manager
2.6 Particulars (designation, profession,
address etc.) of receiver / manager
2.7 Name of the Court issuing order
Day Month Year
2.8 Date of order
(Enclose certified copy of order/attested copy of the instrument)
2.9 Instrument under which appointment is
made
2.10 Particulars of the property
Day Month Year
2.11 Date of appointment
Day Month Year
2.12 Date of Cessation, if applicable
PART-III
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of person giving notice
3.3 Signatures
Day Month Year
3.4 Date
Form 19
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 114(1) & 449 and Regulation 4] NOTICE TO BE GIVEN BY RECEIVER /MANAGER ON CEASING TO ACT AS SUCH
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount
PART-II
2.1 Name of Receiver/manager
2.2 Particulars (address etc.) of receiver / manager
Day Month Year
2.3 Date of ceasing to act as receiver / manager
PART-III
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of Receiver/Manager
3.3 Signatures
Day Month Year
3.4 Date
Form 20
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 114 (1) & 449 and Regulation 4] RECEIVER OR MANAGER’S ABSTRACT OF RECEIPTS AND PAYMENTS
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount
PART-II
2.1 Name and address of receiver /
manager
2.1.1 Designation Receiver Manager
2.1.2 Name
2.1.3 Address
2.2 Date and description of the instrument
under which Receiver / Manager is appointed
Day Month Year
Day Month Year
2.3 Date of taking possession
2.4 Period covered by the abstract Day Month Year
From
To
2.5 ABSTRACT
RECEIPTS PAYMENTS
Brought forward ……….
(Item wise description)
Carried forward
(Rs.)
Brought forward……….
(Item wise description)
Carried forward
(Rs.)
PART-III
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of Receiver/ Manager
3.3 Signatures
Day Month Year
3.4 Date
Form 21
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 21 and Regulation 4] NOTICE OF SITUATION OF REGISTERED OFFICE OR ANY CHANGE THEREIN
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount
PART-II
2.1 The situation of registered office
of the company was changed from
(state previous address)
2.2 The registered office of the
Company is now situated at
(State full address with identifiable number / name of the premises or building and street, road and locality besides the name of the town and postal area, where applicable)
Telephone Number Fax Number, if any
Email Address
Day Month Year
2.3 With effect from
PART-III
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of Authorized Officer with
designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
FORM 22
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 19(1)(d) and Regulation 4] DECLARATION REGARDING COMPLIANCE WITH THE CONDITIONS OF
SECTION 19 OF THE COMPANIES ACT, 2017 BEFORE COMMENCING BUSINESS
IN CASE OF A COMPANY ISSUING PROSPECTUS
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount
PART-II
2.1 Name(s) of declarant(s)
2.2 I/We, the above named person(s), do hereby solemnly and sincerely declare as follows:
2.2.1 That the amount of the share capital of the company
offered to the public for subscription is
Rs.
2.2.2 That the amount stated in the prospectus as the
minimum amount which, in the opinion of the Directors, must be raised by the issue of share capital in order to provide for the matters given in the prospectus, is Rs.
2.2.3 That shares held subject to the payment of the whole
amount thereof in cash have been allotted to the amount of and the money has been received by the company Rs.
2.2.4 That every Director of the Company has paid to the
Company full amount on each of the shares taken or contracted to be taken by him and for which he is liable to pay in cash. Rs.
2.2.5 That no money is, or may become, liable to be repaid to
the applicants for any shares or participation term certificate/terms finance certificate/debentures which have been offered for public subscription by reason of any short subscription, failure to apply for, or to obtain permission for the shares or participation term certificates/term finance certificates/debentures to be dealt on any stock exchange. Rs.
2.3 Verified that the foregoing statements are true to the best of my/our knowledge and belief
and that nothing has been concealed.
2.4 Details of declarant(s)
Name
Designation
(CEO/Director/Company Secretary) Signature
Note:- The declaration shall be given by Chief Executive or one of the directors and company secretary
PART-III
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of Authorized Officer with
designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
Enclosures:
2.2.2 That the company has not issued a
prospectus inviting the public to subscribe for its shares, and that it has filed with the Registrar a statement in lieu of prospectus on Day Month Year
2.2.3 That the amount fixed by the Memorandum or Articles
and specified in the statement in lieu of prospectus as the minimum subscription upon which the directors may proceed to allotment is Rs.
2.2.4 That shares held subject to the payment of the whole
amount thereof in cash have been allotted to the amount of Rs.
2.2.5 That every Director of the Company has paid to the Company full amount on each
of the shares taken or contracted to be taken by him and for which he is liable to pay in cash.
2.3 Verified that the foregoing statements are true to the best of my/our knowledge and belief
and that nothing has been concealed.
2.4 Details of declarant(s)
Name
Designation
(CEO/Director/Company Secretary) Signature
Note:- The declaration shall be given by Chief Executive or one of the directors and company secretary
PART-III
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of Authorized Officer with
designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
Enclosures:
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of Authorized Officer with
designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
Form 25
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 131(6) and Regulation 4] STATUTORY REPORT
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount
PART-II
2.1 Nominal share capital of the company No of shares
Rs. per share
Amount
2.2 Statutory report duly certified pursuant to section 131
dd mm yyyy
2.2.1 Date of Report
2.2.2 Date of notice calling statutory
meeting
2.2.4 Place where meeting is to be held
2.3 The Statutory report to the members is as follows:
2.4 Particulars Kind /
Class of shares
No of shares
Nominal value of each share
Cash received
2.4.1 Allotted subject to
payment thereof in cash.
2.4.2 Allotted as fully paid up
otherwise than in cash and the consideration for which the shares have been so allotted being: (to be specified)
2.4.3 Allotted at a discount per share of Rs.
2.5 Abstract of receipts and payments of the company upto the aforesaid date:
(Attach a copy of Auditor report)
Receipt Rs Payments Rs
Shares:
Advance payment for shares / Redeemable
Capital / debentures
Loans:
Deposits
Preliminary expenses
Commission on issue or sale of shares / redeemable Capital / debentures. Discount on issue or sale of shares / redeemable Capital / debentures. Capital expenditure:
Land………………….
Building………………
Plant………………………
2.2.3 Date on which the meeting is to be
held dd mm yyyy
2.3.1 Shares allotted and cash received up
to
(the date should be within 15 days of the date of report)
Other Sources (to be specified)
Machinery…………….
Other Items (to be specified)
Balances……………..
In hand……………….
At Banks……………
Total: Total:
2.6 Preliminary expenses as estimated in the Prospectus/Statement in lieu of Prospectus (Rs.): -
Preliminary expenses actually incurred up to the aforesaid date:- (a) Legal & professional Charges (b) Printing expenses of Memorandum and Articles (c) Stamp and Registration fees (d) Advertisement (e) Commission on issue or sale of shares / redeemable capital/debentures. (f) Discount on issue or sale of shares / redeemable capital/debentures. (g) Other initial expenses (to be specified). Total:-
2.7 Name, Father’s Name, NIC No(s), addresses and occupations of the Directors, Chief
Executive, Secretary, Auditors and Legal Advisers of the Company and the changes, if any, which have occurred since the date of the incorporation; Name Fathers /Husband’s Name NIC No. Addresses Occupation Particulars of Changes, if any
2.7.1 Directors
2.7.2 Chief Executive
2.7.3 Secretary
2.7.4 Auditors
2.7.5 Legal Advisors
2.8 Particulars of any contract the modification of
which is to be submitted to the meeting for its approval together with the particulars of the modification or proposed modification. The particulars must include dates of changes.
2.9 The extent to which underwriting contract if
any, has been carried out, if contract not carried out fully, extent to which it has not been carried out and reasons therefor.
2.10 The particulars of any commission or brokerage
paid or to be paid in connection with the issue or sale of shares to any director, chief executive, secretary or officer or to a private company of which he is director
2.11 Brief account of the Company’s affairs since its
incorporation and the business plan, including any change affecting the interest of shareholders and business prospects of the company.
2.12 We hereby certify this Report* as correct and that nothing has been concealed or withheld
in this regard.
2.13 Signature
2.14 Name of Signatories
2.15 Designation Chief Executive
Officer
Director Chief Financial
Officer (only in case of listed company)
PART-III
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of Authorized Officer with
designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
Form 26
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 150 and Regulation 4] SPECIAL RESOLUTION
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount
PART-II
dd mm yyyy
2.1 Date of Dispatch of notice
2.2 Specify the intention to propose the resolution
as special resolution dd mm yyyy
2.3 Date of passing of Special Resolution
Representing # of shares each of (Rs.)
2.4 Total Number of Members
2.5 Members present in person or through proxy
in the meeting or voted through postal ballot
2.6 Members voted for
2.7 Members voted against
2.8 At a general meeting of the members of the said
company, duly convened and held at:
(Mention full address)
2.9 Place (City)
2.10 Text of special resolution
(attach copy, if space is insufficient to reproduce it) Resolved that,
PART-III
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of Director/Company Secretary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
FORM 27
[Section 315(5) and Regulation 4]
[Heading as in Rule 4 of the Companies (Court) Rules, 1997] Company Petition No………………….of …………..
DECLARATION TO BE SUBMITTED TO THE COURT BY PROVISIONAL MANAGER/OFFICIAL LIQUIDATOR
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Case Title
PART-II
2.1 Declaration I/We have been appointed by the Court as Provisional Manager(s)/ Official
Liquidator(s) of this Company. I/We do hereby declare that:
(i) I/We have NO conflict of interest; and
(ii) I/We do NOT lack independence in respect of my/our appointment. That the above obligation shall continue throughout the term of my/our appointment.
PART-III
3.1 Name(s) Designation
(Provisional Manager/ Official Liquidator)
Signature
Day Month Year
3.2 Date
Note: A copy of this form shall also be sent to the concerned Company Registration Office Form 28 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 167 and Regulation 4] CONSENT TO ACT AS DIRECTOR / CHIEF EXECUTIVE
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount
PART-II
2. I/we, the undersigned, have consented to act as Director(s) / Chief Executive of the above named
company pursuant to section 167 of the Companies Act, 2017, and certify that I / We am / are not ineligible to become Director(s) / Chief Executive under section 153 or 177 of the Companies Act, 2017. Name in full Father’s / husband’s Name Designation Address Occupation NIC No or passport No. in case of Foreign National Signature
PART-III
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of Authorized Officer with
designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
Form 29
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 197 and Regulations 4 & 20] PARTICULARS OF DIRECTORS AND OFFICERS, INCLUDING THE CHIEF EXECUTIVE, SECRETARY, CHIEF FINANCIAL OFFICER, AUDITORS AND LEGAL ADVISER OR OF ANY CHANGE THEREIN
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount
PART-II
2. Particulars*:
Present
Name in
Full
NIC No or passport No. in case of
Foreign
National
Father’s
/
Husban d’s
Name
Usual residential address
Designati on
Nationa lity
Business
Occupatio n* (if any)
Date of present appointme nt or change
Mode of appointm ent / change / any other
Remarks
Nature of directorshi p
(nominee/ independe nt/additio nal/other
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
2.1 New appointment/election:
2.2 Ceasing of office/Retirement/Resignation:
2.3 Any other change in particulars relating to columns (a) to (g) above:
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
Form 30
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 452(1) and Regulations 4 & 37] NOTIFICATION OF PARTICULARS OF BENEFICIAL OWNERSHIP TO THE COMPANY
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
PART-II
2. Particulars of Substantial Shareholder/Officer and Beneficial Ownership
I. Particulars of substantial shareholder/officer
(i) Name
(ii) CNIC/NICOP
(iii) Other nationality, if holding dual citizenship (iv) Address for correspondence (v) Designation if an officer of the company
II. Particulars of beneficial ownership in foreign company or body corporate
Company 1 Company 2 *Company 3
(i) Name of foreign company or body corporate in which ownership is held (ii) No. of shares held in foreign company or body corporate (iii) Cost of Investment (iv) Currency (v) Any interest other than shareholding in foreign company or body corporate (vi) Percentage of Shareholding or other interest in foreign company or body corporate (vii) Date of Shareholding / investment (viii) Business address of foreign company or body corporate (ix) Name of registration authority of foreign company or body corporate
(x) Country of incorporation of foreign company or body corporate
Form 31
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 452(2) & (4) and Regulations 4 & 37] RETURN CONTAINING PARTICULARS OF SUBSTANTIAL SHAREHOLDERS /OFFICERS FOR COMPANIES’ GLOBAL REGISTER OF BENEFICIAL OWNERSHIP
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount
PART-II
Particulars of Beneficial Ownership*
Sr.
No. (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) (xiii) (xiv) Name of Substantia l Sharehold er/ Officer of the Company Designation (if officer of the Company) NIC/ NIC OP In case shares are owned, held or controlled indirectly, name and relationship with officer/ substantial shareholder Name of foreign company or body corporate in which ownershi p is held No. of shares held in foreign compan y or body corpora te Cost of investm ent Curren cy Any interest other than sharehol ding in foreign company or body corporate Percentage of shareholdi ng or other interest in foreign company or body corporate Date of shareholdi ng /investmen t Busines s address of foreign compan y or body corpora te Name of registrati on authority of foreign company or body corporate Country of incorporati on of foreign company or body corporate
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount
PART-II
Particulars of Beneficial Ownership*
Sr. No. (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) Name of foreign company or body corporate in which ownership is held No. of shares held in foreign company or body corporate Cost of investment Currency Any interest other than shareholding in foreign company or body corporate Percentage of shareholding or other interest in foreign company or body corporate Date of shareholding /investment Business address of foreign company or body corporate Name of registration authority of foreign company or body corporate Country of incorporation of foreign company or body corporate *Add additional rows, if needed.
PART-III
3.1 Declaration:
I do hereby solemnly and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and
(ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of Authorized Officer with designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
Form 33
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 220 & 449 and Regulation 4] NOTICE OF ADDRESS AT WHICH BOOKS OF ACCOUNTS ARE MAINTAINED
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount
PART-II
2.1 The above named company hereby gives you notice pursuant to the second proviso to subsection (1) of section 220 of the Companies Act, 2017 that the Board of Directors of the
Company have decided to keep the books of account of the company at the place other than registered office. dd mm yyyy
2.2 Date of resolution of Board of directors
2.3 Address of place at which books of
accounts to be kept dd mm yyyy
2.4 Date of shifting / maintaining of books
of account at above said address
PART-III
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of Authorized Officer with
designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
Form 34
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 227(2)(f)] PATTERN OF SHAREHOLDING
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 Name of the Company
PART-II
2.1. Pattern of holding of the shares held by the shareholders as at
2.2. No of
shareholders
Shareholdings Total shares held shareholding from 1 to 100 shares shareholding from 101 to 500 shares shareholding from 501 to 1000 shares shareholding from 1001 to 5000 shareholding from 5001 to 10000 (Add appropriate slabs of shareholdings) Total
2.3 Categories of shareholders share held Percentage
2.3.1 Directors, Chief Executive Officer, and
their spouse and minor children.
2.3.2 Associated Companies, undertakings
and related parties.
2.3.3 NIT and ICP
2.3.4 Banks Development Financial
Institutions, Non Banking Financial
Institutions.
2.3.5 Insurance Companies
2.3.6 Modarabas and Mutual Funds
2.3.7 Share holders holding 10%
2.3.8 General Public
a. Local b. Foreign
2.3.9 Others (to be specified)
Note: In case there are more than one class of shares carrying voting rights, the information regarding each such class shall be given separately. FORM 35 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 284(5) and Regulations 4 & 33] FILING OF COPY OF SCHEME OF AMALGAMATION IN CASE OF:
(i) Amalgamation of wholly owned subsidiary(ies) of a holding company (ii) Amalgamation of two or more companies wholly owned by a person (Please tick one relevant box)
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount
PART-II
2. Capital structure of the Company, if applicable
Share capital prior to amalgamation
Share capital after amalgamation
Number of Shares Amount Number of Shares Amount
2.1 Authorized capital
2.2 Paid up capital
a. Particulars of Board resolutions passed by each amalgamating company S.# Name of Company Date of Board resolution Gist of Board resolution (attach copy of Resolution)
dd mm yyyy
2.3 Effective Date of amalgamation - -
a. Date of notice of amalgamation to secured creditors of the company S# Name of secured creditors Date of notice
PART-III
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of Authorized Officer with
designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
Enclosures:
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount
PART-II
2.1 In the matter of
(hereinafter called the transferor company)
2.2 Notice by
(hereinafter called the transferee company).
2.3 To:
Name(s) and addresses of dissenting shareholder(s).
2.4 Whereas on the undermentioned date of notice, being a date within 120 days of the
date of the making thereof such offer was approved by the holders of not less than ninetenths in value of the shares, given below, other than shares already held by or by a nominee for the transferee company or its subsidiary. Now, therefore, the transferee company, in pursuance of section 285(1) of the Companies Act, 2017, hereby gives you notice that it desires to acquire the said shares held by you in the transferor company. And further take notice that unless, upon application made in the Commission by you the above said dissenting shareholders on or before the date on which acquiring of shares is proposed, mentioned below, being thirty day from the date of this notice the Commission thinks fit to order otherwise, the transferee company will be entitled and bound to acquire the said shares held by you in the transferor company on the terms of the above-mentioned offer, approved by the offering shareholders of the Company. dd mm yyyy
2.5 Date of approval
dd mm yyyy
2.6 Date of notice
2.7 No of shares
If the offer is limited to a certain class or classes of shareholders, state description of that class or those classes. Also give kind of shares dd mm yyyy
2.8 Date on which acquiring of shares is
proposed:
PART-III
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
3.2 Name of Authorized Officer with
designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
FORM 37
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 285(5) and Regulations 4 & 32] INFORMATION TO BE FURNISHED IN RELATION TO ANY OFFER OF A SCHEME OR CONTRACT INVOLVING THE TRANSFER OF SHARES OR ANY CLASS OF SHARES IN THE TRANSFEROR COMPANY TO THE TRANSFEREE COMPANY
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount
PART-II
2.1 Name of the Company making the offer or
issuing any circular in connection with the offer.
2.2 Capital structure of the transferee
Company;
2.3 Management structure of the transferee
Company (composition of Board of
Directors and particulars regarding Chief
Executive).
2.4 Extent of shareholding of the Chief
Executive, Directors, Secretary or their associates in the transferee Company.
2.5 Extent of shareholding of the Chief
Executive, Directors, Managing Agents (if any), Secretary and Chief Accountant or their associates of the transferee Company in the transferor Company.
2.6 If the offer is being made on behalf
of the Company by any other person, the interest of the person in the Company which is making the offer
2.7 Name of the transferor Company
2.8 Capital structure of the transferor
Company
2.9 Management structure (composition
of Board of Directors, and particulars regarding Chief Executive).
2.10 Extent of shareholdings of the Chief
Executive, Directors, Managing
Agents (if any), Secretary and Chief
Accountant or their associates, if any, of the transferor Company in the transferor and transferee Companies
2.11 A summary of the financial position of the transferee and transferor Companies to be given
separately in the pro forma contained in the Appendix
2.12 The prices offered for the purchase
of the shares of the transferor company; or
2.13 Full particulars of the consideration offered
other than cash for the purchase of shares of the transferor company.
2.14 If the consideration offered involved allotment of shares in transferee company, then
specify full particulars of the;
2.14.1 shares;
2.14.2 The right attached thereto;
2.14.3 Basis of valuation of shares
of transferor company.
2.14.4 Valuation of the shares of
transferee company proposed to be allotted.
2.15 Sources from which the transferee
Company proposes to pay for the acquisition of the said shares, if the consideration is cash.
2.16 Details of transfers of shares in the
transferor Company by its Chief
Executive, Directors, Managing Agents (if any), Secretary and Chief Accountant or their associates in the two years preceding the offer.
2.17 Reasons for which the offer has been
recommended for acceptance by the members of the transferor Company by its Directors. Every recommendation to the members of the transferor Company shall also contain a statement of the interest of its Chief Executive, Directors, Managing Agents (if any), Secretary and Chief Accountant or their associates in the transferee Company.
2.18 A certificate from the Auditor of the transferee Company that the information contained in
the offer/ recommendation is correct should be attached.
2.19 Note: Statement pursuant to clause (b) of sub-section (5) of section 285 shall be furnished
separately
APPENDIX TO FORM 37
2.20 Financial liquidity position of the Company according to the latest audited balance sheet.
Rs. Rs.
2.20.1 Current assets (including investments other
than trade investments and investments in subsidiary Companies
2.20.2 Less
2.20.3 Current liabilities (including short-term loans
liabilities).
2.20.4 Liquid Surplus
Add ____________
2.20.5 Fixed Assets
2.20.6 Trade investments and investments in
subsidiary Companies
Less
2.20.7 Long term loans and liabilities
2.20.8 Net worth as on ____________
(date of statement of financial position)
2.20.9 Note: In making the above computation of net worth, adjustment in respect of the
following items shall be made:-
2.20.10 Intangible assets, e.g., goodwill, etc.
2.20.11 Doubtful assets, e.g. doubtful and bade debts,
etc
2.20.12 Deferred revenue expenditure __________ __________
2.20.13 Accumulated losses __________ __________
2.20.14 Arrears of depreciation __________ __________
2.20.15 Any other amount, appearing in the statement
of financial position required to be deducted in accordance with accounting practices. __________ __________ Total______ __________
2.21 RECONCILIATION OF NET WORTH
Rs. Rs.
2.21.1 Paid up Capital
Add__________
2.21.2 Reserves (Please specify details)
2.21.3 Less_____________
2.21.4 Intangible assets and any other amount
required to be deducted (vide note above)
_
2.21.5 Net worth as on…………………
Form 38
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 424(1) and Regulations 4 & 36] APPLICATION FOR OBTAINING STATUS OF INACTIVE COMPANY
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount
PART-III
2.1 Precise reasons for obtaining
status of inactive company
2.2 Date of last AGM, if any
2.3 Date of special resolution
Attach copy of special resolution
2.4 Address of Company after
obtaining inactive status.
PART-III
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. I further declare that the company after obtaining inactive status, shall not carry on any business or operation or make any significant accounting transaction unless it obtains status of active company in terms of sub-section (5) of section 425 of the Act.
3.2 Name of Authorized Officer with
designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
Form 39
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 424(5) and Regulations 4 & 36] APPLICATION FOR CONVERSION OF STATUS FROM INACTIVE TO ACTIVE COMPANY
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount
PART-III
2.1 Date of special resolution
(Attach copy of special resolution)
Day Month Year
2.2 Effective Date
PART-III
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. I further declare that the company, after obtaining inactive status, has not carried on any business or operation or made any significant accounting transaction.
3.2 Name of Authorized Officer with
designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
CLD/CCD/PR (17)/2017
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RegAlert holds no document that amends or replaces this one. This is not a check that it is in force: confirm with the regulator.
“the same having been previously published vide S.R.O. 758(I)/2018 dated 11 th June, 2018 as required by proviso to sub-section (1) of said section 512”
“The Single Member Companies Rules, 2003;”
“Securities Act, 2015 (III of 2015) and any rules made thereunder.”
““authorized intermediary” shall have the same meaning as assigned to it in the Intermediaries (Registration) Regulations, 2017”
“The words and expressions used but not defined in these regulations shall have the same meaning as are assigned to them in the Act, Securities and Exchange Commission of Pakistan Act, 1997(XLII of 1997)”
This document supersedes: Draft Companies (General Provisions and Forms) Regulations, 2018, Single Member Companies Rules, 2003
Against Draft Companies (General Provisions and Forms) Regulations, 2018 (2018-06-13)
9 new obligations · 2 changed obligations · 1 amount or limit changed · 2 changes of scope · 7 changes of who is bound · 10 not carried over
191 obligations are the same in both texts.
“Not carried over” means the sentence has no counterpart in this text; the rule can still be in force in another text.
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