Consultation · SECP · 13 Jun 2018
The Securities and Exchange Commission of Pakistan proposes regulations specifying forms and returns for companies under the Companies Act, 2017, including detailed requirements for annual returns, share allotments, transfers, and beneficial ownership disclosures. The draft mandates specific filing procedures, such as online submission through authorized intermediaries, and sets strict deadlines for actions like reporting shareholding changes exceeding twenty-five percent within fifteen days and converting company status within sixty days. It also establishes valuation methods for private company share transfers based on fair market or breakup value and defines the particulars required for registers of members, debenture-holders, and directors.
GOVERNMENT OF PAKISTAN
SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN Islamabad, the 11 th June, 2018 NOTIFICATION S.R.O. 758 (I)/2018.- The following draft Companies (General Provisions and Forms) Regulations, 2018, proposed to be made by the Securities and Exchange Commission of Pakistan in exercise of the powers conferred by sub-section (1) of section 512 of the Companies Act, 2017 (XIX of 2017), is hereby published for the information of all the persons likely to be affected thereby and notice is hereby given that comments, if any, received within fourteen days of the date of this notification will be taken into consideration, namely:- DRAFT REGULATIONS PRELIMINARY
(a) in the case of a company in relation to which an administrator has been appointed under sub-section (1) of section 291, the administrator of such company; or (b) in the case of a company in liquidation, the liquidator of such company shall be the authorized officers of the company; (iii) “authorized intermediary” shall have the same meaning as assigned to it under the Intermediaries (Registration) Regulations, 2017; (iv) “fee” means fee as prescribed in seventh schedule of the Act; (v) “Form” means a form attached to these regulations and includes a return; and (vi) “registrar concerned” shall have the same meaning as assigned to it under the Companies (Registration Offices) Regulations, 2018. (2) 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 where 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 37
Form 1 with
Appendix
Receipt of subscription money Section 17(3)
Form 2 Filing of altered Memorandum and articles of
association after approval of the Commission for conversion of status of company Sections 46, 47, 48 & 49 and Regulations 4 & 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 4 & 11
Form 3
with
Appendix
Return of allotments of shares Section 70 and Regulation 12
Form 3A Return of transfer of shares Section 74 and
Regulation 14
Form 3B Circular to be sent to members along with letter
of offer for issue of further shares (applicable on companies other than listed companies) Regulation 15
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
or cancellation of shares
Section 85(1)(b),
(c), (d)
Form 7 Notice of increase 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 Registration of mortgages, charges or pledge etc. Sections 100,
105 & 438 and
Regulation 19
Form 11 Particulars of mortgage or charge subject to
which property has been acquired
Section 100(4)
Form 12 Register of Mortgages/ charges, pledge etc., to
be maintained by a company
Section 112
Form 13 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 19
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 19
Form 15 Notice of appointment or change of nominee or
change in his particulars (for single member company only).
Regulation 27
Form 16 Modification in the particulars of mortgage or
charge
Sections 106 &
448 and
Regulation 19
Form 17 Memorandum of complete satisfaction of
mortgage, charge, etc.
Sections 109 &
448
Form 18 Notice of appointment of receiver or manager Sections 113 &
449
Form 19 Notice of cessation of receiver or manager Sections 114 &
449
Form 20 Receiver or manager’s abstract of receipts and
payments
Sections 114(1)
& 449
Form 21 Address of registered office address or any
change therein
Section 21
Form 22 Declaration regarding compliance with the
conditions specified in section 19 of the Act.
Section 19(1) (d)
Form 23 Declaration before commencing business in case
of a company filing statement in lieu of prospectus
Section 19(1) (e)
Form 24 Notice of rectification of register of
members/directors
Sections 128 &
197(9)
Form 25 Statutory Report Section 131(6)
Form 26 Special Resolution Section 150
Form 27 Change of more than twenty five percent in
shareholding or membership or voting rights
Section 465(4)
and Regulation
18
Form 28 Consent to act as director / chief executive Section 167
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 21
Form 30 Notification of Particulars of Beneficial
Ownership to the Company
Section 452(1)
and Regulation
38
Form 31 Return containing particulars of substantial
shareholders/ officers for
Companies’ global register of beneficial ownership
Section 452(2) &
(4) and
Regulation 38
Form 32 Return Containing Particulars of Companies for
Companies’ Global Register of Beneficial
Ownership
Section 452(3)
and Regulation
38
Form 33 Notice of address where books of accounts are
maintained
Section 220 &
449
Form 34 Pattern of Shareholding Section 227(2)
(f)
42 Form 35 Filing of copy of scheme of amalgamation Section 284(5) and Regulation 34 43 Form 36 Notice of Dissenting Shareholders Section 285(1) and Regulation 33 44 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
33
45 Form 38 Application for obtaining status of inactive company
Section 424(1)
and Regulation
37
46 Form 39 Application for conversion of status from inactive to active company
Section 424(5)
and Regulation
37
47 Form 40 Declaration to be submitted to the court by provisional manager/official liquidator
Section 315(5)
5. Filing Procedure. – (1) 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 online either through e-service or in physical form in the following manner to the Commission or the Registrar, as the case may be:
(i) through authorized intermediary or authorized officer; (ii) 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 e-service); (iii) signed and verified by the authorized intermediary or authorized officer; (iv) in case of appeal or application, it shall, in addition to complying with any other requirement of the Act or the rules or regulations, be –
(a) duly signed and verified by an affidavit by the applicant indicating complete name and address and, in the case of a company, signed and verified by an authorized officer of the company; (b) 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 (c) 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 application as it or he may deem necessary.
6. Modes of payment of fee. –The fee required to be paid to the Commission and the
registrar in respect of the several matters under Seventh Schedule of the Act, may be paid through– (i) credit card; or (ii) debit card; or (iii) other mode of online payment made available by the Commission; or (iv) challan in the designated branch of the bank.
7. Payment of fees, etc.- Except as otherwise provided in the Act, all fees, charges and
other sums payable, paid or realized under the Act or any rules or regulations made or notification issued there under or under any order of the Federal Government, the Commission or the registrar under the Act or the regulations shall be accounted for to the Commission and deposited with a designated bank branch through any mode of payment specified by the Commission for the purpose and the original receipt thereof shall be furnished to the officer of the Commission or the registrar concerned, as the case may be, along with the document or application for which the same is payable or the other communication intimating payment:
Provided in case of online submission, the paid challan or other evidence of payment of fee shall not be required to be furnished to the officer of the Commission or the registrar unless specifically demanded by the officer of the Commission or the registrar.
8. Service of documents on Commission or registrar.- An application or any
document submitted to the Commission or the registrar in pursuance to or for the purposes of any of the provisions of the Act shall, unless otherwise proved, be deemed to have been received or delivered to it or him on the day on which it is received by its or his office.
9. Circulation of reports and notices by companies.—Unless otherwise provided by
the Act or these regulations, any report, notice, statement, circular or other document required under the Act or any rule or regulations made there under to be circulated, transmitted or forwarded to the members debenture-holders or creditors shall, unless it is delivered against an acknowledgement be served on a member at his registered address or, if he has no registered address in Pakistan, at the address supplied by him to the company for the giving of notices to him against an acknowledgement or by post or courier service or through electronic means or in any other manner as may be notified by the Commission.
10. Alteration of memorandum. Subject to the provisions of section 32 of the Act the
company shall submit petition to the Commission for amendment in memorandum pursuant to 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
to 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 seeking such alteration 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 other than 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; or (ii) by certification of the public officer having custody of the original document:
Provided that the company shall comply with the requirements of Companies (Issue of Capital) Rules, 1996 as amended or replaced.
13. Transfer of shares by member of a private company.- (1) Subject to the
provisions of sub-section (1) of section 76 of the Act, the member of a private company desirous to sell any share(s) held by him shall intimate the board of his intention through a notice:
Provided that the provision of this regulation shall not apply to,- (i) the transfer of qualification shares which are required to be held by the director under section 200 of the Act; or (ii) the shares, which are required to be transferred by operation of law; or (iii) the shares, which have been gifted to relatives:
Explanation: For the purpose of this clause the word relative means “spouse”, “children”, lineal ascendants and descendants. (2) The shares shall be offered or sold, as the case may be, at a price arrived at through negotiation between the offering member and the board of directors of the company.
(3) If it is decided through negotiation to offer or sell the shares at the fair market value, the price of shares shall be determined on the basis of audited financial statements prepared not be earlier than three months from the date of offer for sale on revaluation basis. The valuation shall be conducted only by the valuer registered with the Commission:
Provided that the requirement of audited financial statements for valuation purpose is also applicable on private limited company which is not required to get its financial statements audited under the provisions of the Act. (4) If it is decided through negotiation to offer or sell the shares at the breakup value, the price of shares of a private limited company shall be determined as follows:
(Book Value of Assets–Book Value of Liabilities excluding share capital and reserve)/(total paid up share capital)]:
Provided that the breakup value per share should be based on audited financial statements prepared not be earlier than three months from the date of offer for sale. Provided further that the requirement of audited financial statements for valuation purpose is also applicable on private limited company, which is not required to get its financial statements audited under the provisions of the Act.
14. Share transfer return to be filed with the registrar. The transfer of shares of a
private company or public unlisted company shall be reported to the registrar as per Form 3A within fifteen days from the date of registration of such transfer by the company:
15. Further Allotment of Shares. (1) Subject to the provisions of section 83 of the Act,
a circular as per Form 3B along with the letter of offer shall be sent by a private and public unlisted company to all the members. A copy of the circular along with letter of offer shall simultaneously be sent to the registrar.
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:
Provided that if the letter of allotment is lost or destroyed, the Board may impose such reasonable terms, if any, as to evidence and indemnity as the Board thinks fit. (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 where the cases in the reverse for recording transfers have been duly utilized, unless the certificate in lieu of which it is issued is surrendered to the company:
Provided that the company may charge such fee as provided in its articles of association. (3) No duplicate share, certificate shall be issued in lieu of those that are lost or destroyed without the prior consent of the Board or without payment of such fees as provided in its articles of association and on such reasonable terms if any, as to evidence and indemnity as the Board thinks fit. (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, 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 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.
(e) nationality;
(f) mobile number/landline number;
(g) email address, if available
(h) usual residential address;
(i) occupation, if any;
(j) in case of foreign national or dual national, country of origin; (k) in case of minor member or debenture-holder, his date of birth along with name and address of his guardian. (l) date on which name was entered in the register as a member /debentureholder; and (m) date on which the person ceased to be a member / debenture-holder and reason of cessation. (ii) in case of member or debenture-holder other than natural person, - (a) registration/folio number; (b) name of legal person; (c) official address; (d) name of authorized representative/designated partner and his particulars as required in (i) above.; (e) date on which name was entered in the register as a member /debentureholder; and (f) date on which the person ceased to be a member/ debenture-holder and reason of cessation. (iii) additional particulars in the case of a company having a share capital, - (a) number of shares/debentures held by each member/ debenture-holder; (b) class or kind, if any, of shares/ debentures held; (c) distinctive number of each share held, where applicable; and (d) number of shares / debentures held by member/ debenture-holder which are subject to encumbrance, if any, along with nature of encumbrance.
(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.
23. Qualifications and Experience of company secretary. - Subject to the provisions
of section 194 of the Act, the public company shall appoint as company secretary,- (i) a person who is a member of, - (a) a recognized body of professional accountants; or (b) a recognized body of corporate or chartered secretaries; or (ii) 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 holds a master degree equivalence certificate from Higher Education Commission of Pakistan, in case of foreign qualification 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 (iii) 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 before promulgation of the Act, may continue in that capacity if he has an experience of not less than five years in that position.
24. Female representation on the board of public interest company. - The board of a
public interest company shall have at least one female director.
25. 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 off the shares till next election of directors 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.
26. 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.
27. Intimation about change in nominee or his particulars. - A single member
company shall report change in nominee or change in particulars thereof or appointment in case of conversion of status to a single member company, within fifteen days of the change or conversion of status to the registrar on Form 15.
28. Application for extension in the period for holding annual general meeting and
laying of financial statements. - (1) Subject to the requirements of section 132 and section 223 of the Act, an application for the grant of an extension in the time for-- (i) holding any annual general meeting, pursuant to the proviso to sub-section (1) of section 132; or (ii) laying before the annual general meeting financial statements, pursuant to the proviso to sub section (2) of section 233; shall, in the case of a listed company, be submitted to the Commission and, in any other case, to the registrar concerned not less than thirty days before the last date on which such general meeting is required to be held under the said section:
Provided that the registrar concerned or the Commission, as the case may be, may for special reasons to be recorded, entertain an application which is submitted less than thirty days before the last date on which the annual general meeting is required to be held under the said sections. (2) The application aforesaid shall state - (i) the registration number, name and address of the company; (ii) the date on which the last annual general meeting, if any, was held and the financial year for which the financial statements were laid at such meeting; (iii) the date up to which the annual general meeting is required to be held under and for the purposes of the said sections and the date up to which the financial statements are required to be laid therein; (iv) reasons for not being able to hold the annual general meeting or financial statements at the general meeting by the date mentioned in clause (iii) and justification for extension in the period to the extent applied for; and (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.
29. 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 enquire, explain or discuss any matter, choice of suitable language and time allocated to members to participate in 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 abide by the agenda items given 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.
30. Video link facility for meetings. __ (1) 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 to the members contains information regarding availability of participation through video link, if any, along with venue of video link facility and necessary information to enable them to access such facility; (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. (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.
31. 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 – (i) for the purpose of satisfying itself as to the veracity of the allegations made in the application; or (ii) for ascertaining any information which, in the opinion of the Commission, is necessary for enabling it to pass orders on the application; or (iii) for ascertaining the eligibility of applicants or any one or more of them to make the application.
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 either – (i) by a authorized officer under the seal of the company whose affairs have been investigated; or (ii) by a certificate of the Commission or the registrar having custody of the report.
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 sub-section (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.
Filing of copy of scheme of amalgamation in case of amalgamation of wholly
owned subsidiary(ies) or companies wholly owned by a person. 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, the Form 35 along with scheme of amalgamation shall be filed within thirty days of last date of resolution.
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.
Remuneration of receiver or manager. - Subject to the provisions of section
117 of the Act, the remuneration of receiver or manager shall be as fixed by the court while passing the order for appointment of receiver or manager.
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; and (iii) pay such annual fee as prescribed in the Seventh Schedule. (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.
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 the 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.
39. 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.
40. 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
41. Security Clearance. The security clearance in respect of persons having foreign
nationality including shareholders, members, directors and officers of the companies, may be required in accordance with the policy of the government from time to time.
42. Translation of documents other than those under Part XII of the Act - 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.
43. 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 subsection (1) of section 16 of the Act and who is authorised in writing by the company for the purpose; 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.
44. 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.
45. 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.
46. Repeal.– (1) The following rules and notifications hereinafter referred to as repealed
instruments are hereby repealed, namely:-
(i) The Companies (General Provisions and Forms) Rules, 1985; (ii) The Single Member Companies Rules, 2003; and (iii) 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 (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 Challan Amount
dd mm yyyy
1.5 Form A made up to
1.6 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
2.5 Mobile No. of Authorized officer
(Chief Executive/ Director/ Secretary)
2.6 Authorized Share Capital
Classes and kinds of Shares No. of Shares Amount Face Value Ordinary Shares
2.7 Paid up Share Capital
Classes and kinds of Shares No. of Shares Amount Face Value Ordinary Shares
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 Particulars of Share Registrar (if any)
Name
Address e-mail
Section-B
2.15 List of Directors as on the date annual return is made
S# Name Residential
Address National ity
CNIC No. (Passport No. if foreigner) Date of appointment or election Use separate sheet, if necessary
2.16 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
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
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
2.5 Mobile No. of Authorized officer
(Chief Executive/ Director/ Secretary)
2.6 Total number of members
2.7 Particulars of the holding /subsidiary company, if any
Name of company Holding/Subsidiary % of shares held
2.8 Chief Executive Officer
Name
Address
NIC No
2.9 Chief Financial Officer
Name
Address
NIC No
2.10 Secretary
Name
Address
NIC No
2.11 Legal Advisor
Name
Address
NIC No
2.12 Particulars of Auditor(s)
Name Address
2.13 List of Directors as on the date of Form B
S# Name Residential
Address Nationalit y
NIC No. (Passport No. if foreigner) Date of appointment or election
Use separate sheet, if necessary
PART-II-B
2.14 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
The Form shall be made upto the date of last AGM of the Company or the last date of the
calendar year where no AGM is held during the year.
The total number of members must be added up, to agree with number stated against No.2.6.
If the space provided in the Form is insufficient, the required particulars should be listed in
a separate statement attached to this return which should be similarly certified and signed.
In case a body corporate is a member, NIC number may be omitted to be given.
In case of foreign nationals, indicate “passport number” in the space provided for “NIC
No.” Pakistani nationals will only indicate “NIC No.”
This form is to be filed within 30 days of the date indicated in S.No.1.5.
Form C
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 130 (5) and Regulation 4] ANNUAL RETURN OF COMPANIES WHERE THERE IS NO CHANGE OF PARTICULARS SINCE LAST ANNUAL RETURN FILED WITH THE REGISTRAR
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 Challan Amount
PART-II
dd mm yyyy
2.1 Date of Annual General Meeting
PART-III
3.1 Declaration:
I do hereby solemnly and sincerely declare that:
(i) AGM of the company has been held on the date given above in accordance with the provisions of the Companies Act. (ii) since there is no change in particulars of annual return which was filed with the registrar as per date given above, therefore, filing of annual return for the current financial year is not required as per law. 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 & 37] ANNUAL RETURN OF INACTIVE COMPANY
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Annual Fee Payment
Details
1.4.1 Challan No 1.4.2 Challan Amount
PART-II
2.1 Address of Company
2.2 Website & 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 applicabl e
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 (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 Challan 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 (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 Challan 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:
FILING OF ALTERED MEMORANDUM AND ARTICLES OF ASSOCIATION AFTER APPROVAL OF THE COMMISSION 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 (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 *Challan 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
dd mm yyyy
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.
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 (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 Challan 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) □Ordinary Class A
Ordinary Class B
Preferred: Participatory: Redeemable at company’s option
Preferred: Participatory: Redeemable at Shareholder’s option
Preferred: Non Participatory: Non-Redeemable
Preferred: Non Participatory: Redeemable at company’s option
Preferred: Non Participatory: Redeemable at Shareholder’s option
Any other Class, (please specify)______________
dd mm yyyy
2.5 Date of allotment* - -
(*If shares were allotted on different dates, then date of first allotment shall be mentioned)
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—NAMES, ADDRESSES, OCCUPATIONS, ETC. 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:
I / We* have examined the record of M/S <Name of company>, and it is, hereby, reported that a total amount of Rs. < amount> has been received on account of consideration money against allotment of <# Number of shares > each of <Face value > by the company and shares have been issued to each allottee. Signature: ________________________ Name: ___________________________ Date: _____________________________ Form 3A THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 74 and Regulations 4 & 14] RETURN OF TRANSFER OF SHARES (This form shall apply only to private and public unlisted companies having share capital.)
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 Challan Amount
PART-II
2. Share Capital
Number of Shares Amount (Rs)
2.1 Authorized capital
2.2 Paid up capital
2.3 Particulars of shares transferred:
Particulars of Transferor Particulars of Transferee No. of Shares Transfer red Mode of transfer * Kind / Class of Shares Date of transfer as per register of members Nam e CNIC/ Passport No. Nation ality Name CNIC/ Passport No. Nationali ty 1 2 3 4 5 6 7 8 9 10
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. Copy of Board resolution approving transfer of shares.
2. Affidavit on stamp paper duly signed by the person who has signed this Form 3A and
attested by oath commissioner and witnessed, to the effect that all requirements of law, rules and regulations have been fulfilled in respect of transfer of shares as reported herein. Form 3B THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISION AND FORMS) REGULATIONS, 2018 [Regulation 15] CIRCULAR TO BE SENT TO MEMBERS ALONG WITH LETTER OF OFFER FOR ISSUE OF FURTHER SHARES (APPLICABLE ON COMPANIES OTHER THAN LISTED COMPANIES)
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
PART-II
2. Existing capital structure of the Company
Number of Shares Amount
2.1 Authorized capital
2.2 Paid up capital
3. Profits/Losses, dividend/bonus declared during preceeding three years (or such shorter
period for which the company may have issued accounts Year ended Profit/(Loss) Cash Dividend Stock Bonus
4. Necessity of the issue:
4.1 Amount of the proposed issue
(indicating No of shares and par value of each share)
4.2 Proportion of new issue to existing shares with
any condition applicable thereto
4.3 Purpose of the issue specifying the main object
for which additional funds required
4.5 Date by which offer to be accepted
(Validity period for acceptance of offer shall not be less than 15 days and not exceeding 30 days from the date of the offer within which the offer, if not accepted, shall be deemed to have been declined)
4.6 Any other material information
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 Signatory
(Chief Executive/Director/Secretary)
3.3 Signatures
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 (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 Challan 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
dd mm yyyy
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) dd mm yyyy
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:
dd mm yyyy
2.6 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
Enclosures:
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 Challan 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 (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Memorandum of fee for increase in authorized capital:
1.4.1 Total amount payable on capital as increased (Rs.)
1.4.2 Amount which would have been payable by reference to its
capital immediately before the increase (Rs)
1.4.3 Difference of 1.4.1 and 1.4.2 (Rs.)
1.5 *Fee Payment Details 1.5.1 Challan No 1.5.2 Challan Amount
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:
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 *Challan Amount
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 Challan Amount
PART-II
2.1 The above mentioned company
hereby forwards a duly certified copy of the order of the High Count issued pursuant to subsection (4) of section 59 of the Act, the same having been received by the company. Name of the High Court Order passed on Order received by the company on Attach certified copy of the Order of Court and amended articles, if applicable
2.2 Pursuant to order of the high
court the company has taken / contemplates to take the action on the date indicated hereafter:
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 10
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 100, 105 & 438 and Regulations 4 & 19] PARTICULARS OF MORTGAGES, CHARGES, PLEDGE, ETC.
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 *Challan Amount
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
Enclosures:
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 *Challan Amount
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] Register of Mortgages/ charges, pledge etc., to be maintained by a company 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 / redeemable capital Date and amount of each issue of the series / redeemabl e 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 Registrat ion of modifica tion Date of brief description of instrument of modification Brief particulars of nature and extent of modificati on 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 & 19] REGISTRATION OF ENTIRE SERIES OF DEBENTURES/REDEEMABLE CAPITAL
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 *Challan Amount
2.6 Gist of the terms and conditions and
extent and operation of the mortgage, charge or other interest.
(Also to include description of the nature of the mortgage/charge e.g. equitable, pari-passu and attach copy of verified deed, if any etc.)
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:
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 *Challan Amount
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Regulation 27] NOTICE OF APPOINTMENT OR CHANGE OF NOMINEE OR CHANGE IN HIS PARTICULARS (For Single Member Company only)
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 Challan 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
(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 & 19] PARTICULARS OF MODIFICATION OF MORTGAGE, CHARGE, PLEDGE, ETC.
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 *Challan Amount
2.7 Particulars of the modification specifying
the terms or conditions or the extent or operation and the details of the modification.
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-II
2. Particulars of the mortgage/charge satisfaction thereof (Attach evidence):
2.1 Amount of mortgage / pledge / charge etc. (Rs)
dd mm yyyy
2.2 Date of registration of mortgage or pledge or
charge dd mm yyyy
2.3 Date of last modification, if any of mortgage or
pledge or charge dd mm yyyy
2.4 Date of satisfaction.
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 (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 Challan 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 High Court issuing order
dd mm yyyy
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
dd mm yyyy
2.11 Date of appointment
dd mm yyyy
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 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 19
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 114 & 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 (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 Challan Amount
PART-II
2.1 Name of Receiver/manager
2.2 Particulars (address etc.) of receiver / manager
dd mm yyyy
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 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 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 (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 Challan 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 dd mm yyyy
2.3 Date of taking possession dd mm yyyy
2.4 Period covered by the abstract dd mm yyyy
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 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 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 (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 Challan 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 dd mm yyyy
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 PROSPECTSUS
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 Challan 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 Rs.
contracted to be taken by him and for which he is liable to pay in cash.
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:
2.3 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:
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 Challan Amount
PART-II
2.1 Above named company hereby gives you notice pursuant to section 128/197 of the
Companies Act, 2017, about the following order of the Court for rectification in register of members/directors.
2.1.1 Name of the Court
dd mm yyyy
2.1.2 Date of order
(Attach certified copy of the order of Court)
2.1.3 Case Number
2.1.4 Case Title
2.1.5 Rectification made in the
register of members/directors of the Company
(Give details of the rectification ordered by the Court)
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 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 (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 Challan 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
2.2.3 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)
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
Other Sources (to be specified)
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………………………
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 Law 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 Particular s of Changes, if any
2.7.1 Directors
2.7.2 Chief Executive
2.7.3 Secretary
2.7.4 Auditors
2.7.4 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 (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 Challan 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 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 27
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 465 (4) and Regulations 4 & 18] 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 (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 Challan 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
Name of
Transferee
CNIC/
Passport No. of
Transferee
No of shares transferred
Kind / Class of Shares
Date of transfer
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) 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 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
3.5 Date
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 (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 Challan 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 & 21] 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 (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 Challan Amount
PART-II
2. Particulars*:
Present
Name in
Full
NIC No or passport No. in case of Foreign
National
Father’s/
Husband’s
Name
Usual residential address
Designation Nationality
Business
Occupatio n* (if any)
Date of present appointm ent or change
Mode of appointmen t / change / any other
Remarks
(a) (b) (c) (d) (e) (f) (g) (h) (i)
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:
In case of resignation of a director, the resignation letter and in case of removal of a director, member’s resolution be attached
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 30
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 452(1) and Regulations 4 & 38] Notification of Particulars of Beneficial Ownership to the Company
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
PART-II
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) Any interest other than shareholding in foreign company or body corporate (v) Business address of foreign company or body corporate (vi) Registration authority and country of incorporation of foreign company or body corporate
(ii) Designation if officer of the
Company
(iii) NIC/NICOP
(iv)
In case shares are owned, held or controlled indirectly, name and relationship with officer/substantial shareholder (v) Name of foreign company or body corporate in which ownership is held (vi) No. of shares held in foreign company or body corporate (vii) Cost of investment (viii) Any interest other than shareholding in foreign company or body corporate (ix) Percentage of shareholding or other interest in foreign company of body corporate (x) Date of shareholding /investment (xi) Business address of foreign company or body corporate (xii) Registration authority of foreign company or body corporate (xiii) Country of incorporation of foreign company or body corporate
Day Month Year
3.5 Date
Form 32
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 452 (3) and Regulations 4 & 38] Return Containing Particulars of Companies for Companies’ Global Register of Beneficial Ownership
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 Challan Amount
PART-II
(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 (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 Challan 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 & 34] 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 (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 Challan 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
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:
A declaration verified by an affidavit to the effect that the transferee company will be able to pay
its debts as they fall due during the period of one year immediately after the date on which the amalgamation is to become effective.
A copy of the approved scheme of amalgamation
FORM 36
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 285(1) and Regulations 4 & 33] NOTICE TO DISSENTING SHAREHOLDERS
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 Challan 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 & 33] 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 (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 Challan 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 & 37] APPLICATION FOR OBTAINING STATUS OF INACTIVE COMPANY
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 Challan 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 & 37] APPLICATION FOR CONVERSION OF STATUS FROM INACTIVE TO ACTIVE COMPANY
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Fee Payment Details 1.4.1 Challan No 1.4.2 Challan 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
FORM 40
[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 (Incorporation Number)
1.2 Date of Incorporation
1.3 Name of the Company
1.4 Case Title
PART-II
2.5 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
3.2 Name(s) Designation
(Provisional Manager/ Official Liquidator)
Signature
Day Month Year
3.3 Date
Note: A copy of this form shall also be sent to the concerned Company Registration Office CLD/CCD/PR (17)/2017
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A newer document in RegAlert replaces this one.
“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”
““authorized intermediary” shall have the same meaning as assigned to it under the Intermediaries (Registration) Regulations, 2017”
“Words and expressions used but not defined in these regulations shall have the same meaning as are assigned to them in the Act... Securities Act, 2015 (III of 2015)”
“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)”
Amended 1 time · last 2018-10-08
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