SRO 599 of 2011

• REGISTERED No.-
  M 302
  L.-7646 tat I:: /pate at VetTWA= it weFale°11 EXTRAORDINARY PUBLISHED BY AUTHORITY ISLAMABAD, MONDAY, JUNE 13, 2011
  PART II
  Statutory Notifications (S. R. 0.)
  GOVERNMENT OF PAKISTAN
  SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN NOTIFICATION Islamabad, the 13th,June, 2011 S. R. 0. 599(1)12011.— In exercise of the powers conferred by sub￾section (2) of section 466 of the Companies Ordinance, 1984 (XLVII of 1984) read with clause (c) of section 43 of the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997) and. Notification No. SRO 1139(1)/86 dated 30th December, 1986, the Securities and Exchange Commission of Pakistan hereby makes the following amendments to the Companies (Registration Offices) Regulations, 2003, namely:— In the aforesaid Regulations,—

1. in regulation 2, sub-regulation (1),—
   (a) after clause (b), the following new clause shall be inserted, namely:— (1937) Price : Rs. 10.50 [506(2011)/Ex. Gaz.]

1938 THE GAZETTE OF PAKISTAN, EXTRA., JUNE 13, 2011 [PAR "(ba) "CUIN" means a corporate universal identification number which is a sequential computer generated number assigned to every company;"; (b) in clause (c), for the words "relating to company information" the words "electronically in respect of all the record of companies" shall be substituted; (c) after clause (c), amended as aforesaid, the following new clause shall be inserted, namely:— "(ca) "eServices" means any service or means provided by the Commission for the submission, filing, processing, recording or registration of documents electronically;"; and (d) clause (f) shall be omitted.
2. in regulation 3,—
(a) in sub-regulation (1), in table, in serial number (6), Column (3), for the words "North-West Frontier" wherever appearing the words "Khyber Pakhtunkhwa" shall be substituted; (b) after sub-regulation (1), amended as aforesaid, the following new sub-regulation shall be inserted, namely:— "(1A) Notwithstanding the provisions of Regulation 3(1), Company Registration Offices may function beyond their territorial jurisdiction to the extent and manner as may be specified by the Commission from time to time." ; and (c) for sub-regulation (2), the following shall be substituted, namely:— "(2) The Company Registration Offices shall observe. such working hours as may, from time to time, be approved by the Commission, and shall, with the exception of public holidays, be open for transaction of business with the public, for Monday to Thursday, from 09:00 A.M. to 1:00 P.M. and 2.00 P.M. to. 3.00 P.M.; and for Friday, from 09:00 A.M. to 1:00 P.M. and from
2.30 P.M. to 3.30 P.M."

PART II] THE GAZETTE OF PAKISTAN, EXTRA., JUNE 13, 2011 1939
3. in regulation 5,—
(a) for sub-regulation (2), the following shall be substituted, namely:— "(2) Every company which is incorporated shall be assigned a CUIN and the company registration number assigned previously to a company shall be replaced with a CUIN."; (b) sub-regulations (3) shall be omitted; (c) in sub-regulation (4),- (i) after the word "has" the word "established" shall be inserted; (ii) for the word "files" the word "delivers" shall be substituted; (iii) the word "also" shall be omitted; (iv) for the word and figure "Part XIV" the word and numbers "section 451" shall be substituted; and (v) for the words, number and brackets "company registration number in the same manner as provided in clause (2)" the letters and words "CUIN and be issued a certificate of registration of documents in the form as set out in Annexure AA" shall be substituted; (d) for sub-regulation (5), the following shall be substituted, namely:— "(5) . The registrar concerned shall before issuing any certificate under this regulation, register the documents required to be registered under the Ordinance and upload the copy of the certificate duly signed by him in the electronic database through eServices. "; and (e) sub-regulation (6) shall be omitted.
4. after regulation 5, amended as aforesaid, the following new
regulation shall be inserted, namely:— "5A. Transfer of documents.—In case a company changes its place of registered office from the territorial jurisdiction of a Company Registration Office to another, the registrar of such

1940 THE GAZETTE OF PAKISTAN, EXTRA., JUNE 13, 2011 [PAR L. Company Registration Office shall, send within seven days, all the physical record relating to that company to the registrar in whose territorial jurisdiction the registered office of the company is shifted."
5. in regulation 6,-
(a) after the heading, the existing regulation shall be numbered as sub-regulation (1); and (b) after sub-regulation (1), numbered as aforesaid, the following new sub-regulation shall be inserted, namely:— "(2) The registrar concerned shall before issuing any certificate under this regulation, register the documents required to be registered under the Ordinance and upload a copy of the certificate duly signed by him in eServices."
6. for regulation 7, the following shall be substituted, namely:—
"7. Uploading physical documents into eServices.—The registrar concerned shall upload or cause to be uploaded the scanned images of all documents filed in physical form in relation to every company and enter or cause to be entered all the relevant information in the electronic database through eServices."
7. for regulation 8, the following shall be substituted, namely:—
"8. Maintenance of information in the electronic database.—It shall be the responsibility of the registrar concerned to maintain correct information in the electronic database and in case of any discrepancy he shall immediately report the same to the Registrar of Companies for rectification thereof who shall ensure its immediate correction and communicate to the registrar concerned accordingly."
8. for regulation 9, the following shall be substituted, namely:—
"9. Examination of documents, etc.—(l) The registrar concerned shall examine or cause to be examined, every document received by him which is required or authorized by or under the Ordinance to be filed, recorded or registered, with the registrar.

PART II] THE GAZETTE OF PAKISTAN, EXTRA., JUNE 13, 2011 1941
(2) The registrar concerned shall observe the time frame as specified in column (3) of. the Table below for the disposal of Matters specified in column (2) of the said table. S. No. ' Description Period (1) (2) (3)

1. Availability of name (Section 37). 1 day
2. Alteration in the memorandum of association
   (Section 21).
   7 days
3. Approval for change of name (Section 39). 2 days
4. Issuance of certificate for change of name after
   the receipt of the approval (Section 41).
   1 day
5. Conversion of the status of a private company
   to a public company (Section 45).
   2 days
6. Issuance of filing certificate after the receipt of
   certified copy of Court order (Section 102).
   2 days
7. Registration of mortgage or charge (Section
   121).
   1 day
8. Satisfaction of mortgage or charge (Section
   132).
   2 days
9. Issuance of Certificate for commencement of
   business (Section 146).
   2 days
10. Grant of extension in holding AGM - a public
    unlisted company (where powers delegated) or a private company (Sections .158 and 233). 2 days
11. Issuance of filing certificate on the receipt of
    certified copy of Court order under sections 284 and 290. 3 days
12. Issuance of Certified copy of documents filed,
    registered or recorded [Section 466(6)].
    1 day
13. Inspection of documents kept by the Registrar
    [Section 466(6)]
    1 hour
14. Issuance of filing certificates of any return or
    document..
    2 days
15. Registration of documents filed under sections
    370 and 382.
    3 days
16. Issuance of certificate of registration of
    documents filed by a foreign company under. sections 451. 2 days
17. Making minute of an order filed under sections
    315, 319 and 350(2) in the books relating to a company. 3 days

1942 THE GAZETTE OF PAKISTAN, EXTRA., JUNE 13, 2011 [PARSi
9. in regulation 11,—
(a) for sub-regulation (2), the following shall be substituted, namely:— "(2) If a document is found defective as specified in sub￾regulation (1), the registrar concerned may require the company to rectify the defect or file a revised document within the period specified by him, failing which the registrar may refuse to accept such document for registration or recording." (c) in sub-regulation (3),— (i) for the words "its data is detected to be defective" the words and comma " the information contained therein is found to be false, incorrect" shall be substituted; (ii) the word "special" shall be omitted; and (iii) for the words and comma "ask the company to rectify the document and may cancel the recording thereof, as may be necessary" the words and comma "cancel the recording thereof, after providing an opportunity of being heard to the company" shall be substituted.
10. in regulation 13, for sub-regulation (2) the following shall be
substituted, namely:—
"(2) There shall be maintained a log generated by eServices in respect of every registered, filed or recorded document.
11. for, regulation 14, the following regulation shall be substituted,
namely:—
"14. Register of companies.—(1) There shall be maintained in the electronic database, a register of companies incorporated in Pakistan in the form as set out in Annex H. (2) There shall be maintained in the electronic database, a register of foreign companies in the form as set out in Annex HA.

PART IIJ THE GAZETTE OF PAKISTAN, EXTRA., JUNE 13, 2011 1943
(3) A list of all the documents filed, registered or recorded relating to each company shall be maintained in the respective register of companies."
12. in regulation 15,—
(f) for sub-regulation (1), the following shall be substituted, namely:— "(1) The register of mortgages and charges to be kept by the registrar as provided in section 125 of the Ordinance shall be maintained in electronic database in the form as set out in Annexure- I." (b) in sub-regulation (2),— (i) for the words "Every Company Registration Office shall maintain" the words "There shall be maintained" shall be substituted; and (ii) the comma and words ", modification therein and satisfaction thereof' shall be deleted.
13. after regulation 15, the following new regulation shall be
inserted, namely:—
"15A. Issuance of duplicate certificate.—The registrar concerned may after making such inquiry as to the loss, destruction, defacement or mutilation of the original certificate as he may deem fit to make and, subject to such terms and conditions as he may impose, issue a duplicate of any certificate issued under the provisions of the Ordinance or the regulations on application of the company, and every such duplicate certificate shall bear the mark of "DUPLICATE" on it.
14. in regulation 16,—
(a) in sub-regulation (1), for the words "anyone" the tetter "a" shall be substituted; and (b) sub-regulation (2) shall be omitted.

1944 THE GAZETTE. OF PAKISTAN, EXTRA., JUNE 13, 2011 [PAR1,,
15. in regulation 18,—
(a) in sub-regulation (1), for the words "shall be" appearing at the end the words "has been" shall be substituted; and (b) for sub-regulation (2), the following sub-regulation shall be substituted, namely:— "(2) The inspection of documents permitted under sub￾regulation (1) shall be carried out in the presence of the registrar concerned or an official authorized by him in this behalf and shall be completed by the applicant during the time specified for the transaction of business with the public."
16. for regulation 20, the following shall be substituted, namely:—
"20. Authentication of certificates, etc.—Every certificate or copy granted under the provisions of the Ordinance shall be signed, stamped and dated by the registrar concerned or an officer authorized for the purpose, bearing his name and designation, and shall also bear the official seal of the Company Registration Office and the CUIN of the Company:
Provided that the requirement of signature and stamp of the registrar concerned or the authorized officer and the official seal of the Company Registration Office shall not apply in case the certificate or copy issued is computer generated."
17. in Annexures A, B,' C, D and I, for the words "Company
Registration No." the words "Corporate Universal Identification Number" shall be substituted.
18. after Annexure A, amended as aforesaid, the following new
Annexure AA shall be inserted, namely:—

PART II] THE GAZETTE OF PAKISTAN, EXTRA., JUNE 13, 2011 1945
"Annexure AA
[See regulation 5(4)]
SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN Company Registration Office CERTIFICATE OF REGISTRATION OF DOCUMENTS FILED BY A FOREIGN COMPANY Corporate Universal Identification Number I, hereby, certify that , a company incorporated in , has complied with all the requirements under section 451 of the Companies Ordinance, 1984 (XLVII of 1984) ' for establishing a place of business in Pakistan. Given under my hand at this day of Two Thousand and . Fee Rs. REGISTRAR OF COMPANIES

• Country of origin
  Designation of the officer signing the certificate. 74

19. in 'Annexure E, after the brackets, letters and numbers "(XLVII of
    1984)]" appearing for the first time, the following shall be inserted, namely:— "Corporate Universal Identification Number. It
20. in Annexure F, after the brackets, letters and numbers "(XLVII of
    1984)]" appearing for the first time, the following shall be inserted, namely:— "Corporate Universal Identification Number 77
21. in Annexure G, for the word "No." the letters "CU1N" shall be
    substituted.
22. for Annexure H, the following shall be substituted, namely:—

1946 THE GAZETTE OF PAKISTAN, EXTRA., JUNE 13, 2011 • [PART Annexure H [See regulation 14(1)] OFFICE OF. THE lasm REGISTER OF COMPANIES (a) Name of company:
(b) Corporate Universal Identification No:
(c) Date of incorporation:
(d) Sectoral classification:
(e) Company kind:
(f) Registered office address
(g) Capital Structure:
Classes of shares Face value Number of shares Paid up shares Paid up capital:
Rating :
LIST OF DOCUMENTS FILED
S.No. Description and date of document Date of receipt of document Registered / Recorded on Name of dealing officer (1) (2) (3) (4) (5)
23. after Annexure H, amended as aforesaid the following new
annexure shall be inserted, namely:—

PART II] THE GAZETTE OF PAKISTAN, EXTRA., JUNE13, 2011 1947
Annexure HA
[See regulation 14(2)]
OFFICE OF THE
REGISTER OF FOREIGN COMPANIES
(a) Name of company:
(b) Corporate Universal Identification Number:
(c) Date of registration in Pakistan:
(d) Address of principal place of business in Pakistan:
(e) Name of country of origin:
(f) Date of registration in the country of origin:
(g) Sectoral classification:
(h) Company kind:
(i) Rating Value :
LIST OF DOCUMENTS FILED
S. No. Description and date of document Date of receipt of document Registered/ Recorded on Name of dealing officer (1) (2) (3) (4) (5) [No. CLD/RD/602(6)/2008.] NAZIR AHMED SHAHEEN, Executive Director (Registration). PRINTED BY THE MANAGER, PRINTING CORPORATION OF PAKISTAN PRESS, ISLAMABAD PUBLISHED BY THE DEPUTY CONTROLLER, STATIONERY AND FORMS, UNIVERSITY ROAD, KARACHI..