Consultation · SECP · 6 Apr 2021
The draft adds regulation 20A setting board-approval thresholds for capital expenditure and fixed-asset disposals under section 183(2)(i) of the Companies Act, 2017. For public interest and large-sized companies, single-item capital expenditure above 25 million rupees and disposals above the lower of 5 million rupees or 1% of total assets require board approval; for medium and small-sized companies the limits are 5 million rupees and the lower of 1 million rupees or 1% of total assets. Capital expenditure on, or disposal of, land and building requires board approval regardless of amount. Amounts within these limits may be approved by a board-constituted committee comprising the CEO, CFO and at least one director. Comments are invited within fourteen days.
GOVERNMENT OF PAKISTAN
SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN
Islamabad, April 6, 2021
S.R.O.449(I)/2021. - The following draft amendments to the Companies (General Provisions and Forms) Regulations, 2018, proposed to be made by the Securities and Exchange Commission of Pakistan, in exercise of powers conferred under section 512 of the Companies Act, 2017 (XIX of 2017), are hereby published for 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 by the Securities and Exchange Commission of Pakistan, namely:-
In the aforesaid Regulations, after regulation 20, the following new regulation shall be added, namely:-
“20A. Approval of capital expenditure and disposal of assets by the board.- For the purpose of clause (i) of sub-section (2) of section 183 of the Act:
(a) in case of a public interest company and a large sized company, the amount of capital expenditure to be incurred on any single item shall be more than twenty-five million rupees; and the amount of book value for the disposal of a fixed asset shall be more than five million rupees or one percent of the total assets of the company, whichever is lower; and
(b) in case of a medium size and a small size company, the amount of capital expenditure to be incurred on any single item shall be more than five million rupees and the amount of book value for the disposal of a fixed asset shall be more than one million rupees or one percent of the total assets of the company, whichever is lower.
Provided that any capital expenditure to be incurred on land and building irrespective of the amount, or disposal thereof, may be made only with the approval of the board.
Save as provided in the aforesaid proviso, it is further provided that any amount of an expenditure or disposal not exceeding the aforesaid limits may be approved by a committee constituted by the board comprising the chief executive officer, the chief financial officer, and at least one member of the board of directors under the general or specific authority of the board.
[File No. CLD/CCD/PR(17)/2017]
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