GOVERNMENT OF PAKISTAN
SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN

Islamabad, the 25 th May, 2021

NOTIFICATION

S. R. O. 604(I)/2021- The following draft amendments to the Companies (General Provisions and Forms) Regulations, 2018 (the Regulations) 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), are hereby published for eliciting public opinion thereon and notice is hereby given that comments, suggestions or objections, if any, received within a period of fourteen days from the date of its publication, will be taken into consideration, namely:-

DRAFT AMENDMENTS

In the aforesaid Regulations,--

(1) for regulation 4, the following shall be substituted, namely:

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
1.	Form A	Annual return	Section 130 & 424(5) and Regulation 36
2.	Form 1	Intimation about principal line of business or change therein	Sections 26, 27, 28, 29 & 32
3.	Form 2	Application for conversion of status of company & filing of altered memorandum and articles of association	Sections 46 to 49 and Regulations 11
4.	Form 3 with Appendix	Return of allotments & transfer of shares	Section 70, 465 & 17(3) and Regulations 12 & 14
5.	Form 4 with Appendix	Particulars of directors and officers, including the chief executive, secretary, chief financial officer, auditors and legal adviser or nominee or of any change therein	Section 197 & 167 and Regulations 20 & 26
6.	Form 5	Petition for alteration of memorandum	Section 32(1)(a) or (c) and Regulations 10
7.	Form 6	Statutory Report	Section 131(6)
8.	Form 7	Notice of alteration in share capital, consolidation or division of shares	Section 85
9.	Form 8	Special Resolution	Section 150
10.	Form 9	Application for obtaining status of inactive company & vice versa	Section 424(1) & 424(5) and Regulations 36
11.	Form 10	Particulars of mortgages, charges, pledge, etc. or issuance of redeemable capital or any change therein	Sections 100, 101, 105 & 448 and Regulations 18
12.	Form 11	Declaration to be submitted to the court by provisional manager/official liquidator	Section 315(5)
13.	Form 12	Filing of copy of scheme of amalgamation	Section 284(5) and Regulations 33
14.	Form 13	Notice to dissenting shareholders	Section 285(1) and Regulations 32
15.	Form 14	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 Regulations 32
16.	Form 15	Notification of particulars of beneficial ownership to the company	Section 452(1) and Regulations 37
17.	Form 16	Return containing particulars of substantial shareholders /officers or companies for companies’ global register of beneficial ownership	Section 452(2), (3) & (4) and Regulations 37
18.	Form 17	Notice of appointment/cessation of receiver or manager or abstract of receipts and payments	Sections 113, 114 (1) & 449
19.	Form 18	Notice of situation of registered office, address at which books of accounts are maintained or any change therein	Section 21, 220 & 449
20.	Form 19	Declaration regarding compliance with the conditions of section 19 of the companies act, 2017 before commencing business (company issuing prospectus/ company filing statement in lieu of prospectus)	Section 19(1)(d) & 19(1)(e)
21.	Form 20	Public notice to holders of securities of bearer nature issued by a company	Section 60A and Regulation 16A (1)
22.	Form 21	Register containing particulars of holders of securities of bearer nature and particulars of such securities surrendered or cancelled	Section 60A and Regulation 16A (4) and (6)
23.	Form 22	Notice to members for providing particulars of ultimate beneficial owners	Section 123A (1) and Regulation 19A (1)
24.	Form 23	Declaration by member about ultimate beneficial owners	Section 123A (1) and Regulation 19A (2)
25.	Form 24	Declaration by member about change of ultimate beneficial owners or particulars thereof	Section 123A (2) and Regulation 19A (3)
26.	Form 25	Declaration of compliance with the provisions of section 123A of the Companies Act, 2017	Section 123A (2) and Regulation 19A (5)

(2) In regulation 11, —

(a) the expression “(1)” shall be deleted;

(b) sub-regulation (2), shall be omitted;

(3) in regulation 14, for the expression “Form 3A”, the expression “Form 3” shall be substituted;

(4) in regulation 16A, —

(a) in sub-regulation (1), for the expression “Form 40”, the expression “Form 20” shall be substituted;

(b) in sub-regulation (6), for the expression “Form 41”, the expression “Form 21” shall be substituted;

(5) in regulation 19A, —

(a) in sub-regulation (1), for the expression “Form 42”, the expression “Form 22” shall be substituted;

(b) in sub-regulation (2), for the expression “Form 43”, the expression “Form 23” shall be substituted;

(d) in sub-regulation (5), for the expression “Form 45”, the expression “Form 25” shall be substituted;

(6) in regulation 20, —

(a) in sub-regulation (1), for the expression “Form 29”, the expression “Form 4” shall be substituted;

(b) in sub-regulation (2), for the expression “Form 29”, the expression “Form 4” shall be substituted;

(c) in sub-regulation (2), in proviso, for the expression “Form 29” wherever appearing, the expression “Form 4” shall be substituted;

(7) After regulation 20 amended as aforesaid, the following new regulation shall be inserted, namely:-

“20A. Notice of rectification of register of members / directors.—(1) Subject to the provisions of section 128 and 197(9) of the Act, when the court makes an order for rectification of the register of members or register of directors in respect of a company, the company shall file notice of the rectification with the registrar within fifteen days from the receipt of the order, giving therein ,in addition to other facts, if any, the name of the court, the date of order, case number and case title, details of rectification ordered by the court and the rectification as made in compliance with the order.

(2) The company shall file relevant statutory returns with the registrar which become due for filing after rectification is made in accordance with court order.”

(8) in regulation 26, for the expression “Form 15”, the expression “Form 4” shall be substituted;

(9) in regulation 32, —

(a) in sub-regulation (1), for the expression “Form 36”, the expression “Form 13” shall be substituted;

(b) in sub-regulation (2), for the expression “Form 37”, the expression “Form 14” shall be substituted;

(10) in regulation 33, —

(a) in sub-regulation (1), for the expression “Form 35”, the expression “Form 12” shall be substituted;

(b) in sub-regulation (2), for the expression “Form 35”, the expression “Form 12” shall be substituted;

(11) in regulation 36, —

(a) in sub-regulation (1), for the expression “Form 38”, the expression “Form 9” shall be substituted;

(b) in sub-regulation (2), in clause (ii), for the expression “Form D”, the expression “Form A” shall be substituted;

(12) in regulation 37, —

(a) in sub-regulation (1), for the expression “Form 30”, the expression “Form 15” shall be substituted;

(b) in sub-regulation (2), for the expression “Form 31”, appearing twice, the expression “Form 16” shall be substituted;

(b) in sub-regulation (3), for the expression “Form 32”, the expression “Form 16” shall be substituted;

(13) for Form A, B, C, D, Form 1 with appendix, Form 2, 2A, Form 3 with appendix, Form 3A, Forms 4 to Form 36, Form 37 with appendix and Form 38 to Form 45, the following Forms and Annexure shall be substituted, namely:

Form A THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 130 & 424(5) and Regulation 4 & Regulation 36] ANNUAL RETURN

Please read the contents of column II below, fill only the relevant part of the form as mentioned in column III, tick the box in column IV and ignore remaining parts of the form.

I	II	III	IV
(i)	In case there is NO change of particulars in the last annual return filed with the registrar. (Applicable only for public company and a private company (other than single member company) having paid up capital of more than three (3) million rupees)	Part-I, Part-II Part-V	☐
(ii)	In case there is change of particulars in the last annual return filed with the registrar (Applicable both for companies having share capital and not having a share capital)	Part-I, Part-III Part-V	☐
(iii)	Annual Return of a company having obtained status of “Inactive company” from the registrar (Section 424 of the Act)	Part-I, Part-IV Part-V	☐

PART-I

(Please complete in typescript or in bold block capitals.)

1.1
CUIN (Registration Number)
1.2
Name of the Company
1.3
Registered office address
1.4
Email Address:
1.5
Office Tel. No.:
1.6
Office Fax No.:
1.7
Principal line of business
1.8
Mobile No. of Authorized officer

(Chief Executive/
Director/
Company
Secretary/ Chief Financial Officer)

dd mm yyyy

1.9
Form A made up to

1.10 Date of AGM

PART-II

(in case there is NO change in particulars since last annual return)

2.1 The registrar is hereby informed pursuant to the provisions of sub-section (5) of Section 130 of the Act that there is no change of particulars in the last annual return filed with the registrar.

PART-III

Section-A

3.1 Authorized Share Capital, if applicable
Classes and kinds of Shares	No. of Shares	Amount	Face Value
Ordinary Shares

3.2 Paid up Share Capital, if applicable
Classes and kinds of Shares	No. of Shares	Amount	Face Value
Ordinary Shares

3.3 Particulars of the holding /subsidiary company, if any
Name of company	Holding/Subsidiary	% of shares held

3.4 Chief Executive Officer
Name
Address
NIC No

3.5 Chief Financial Officer
Name
Address
NIC No

3.6
Secretary

Name
Address
NIC No

3.7 Legal Advisor

Name
Address
NIC No

3.8 Particulars of Auditor(s)

Name	Address

3.9 Particulars of Share Registrar (if applicable)

Name
Address
e-mail

Section-B

3.10 List of Directors as on the date annual return is made.

S#	Name	Residential Address	Nationality	NIC No. (Passport No. if foreigner)	Date of appointment or election	Name of member (not being a natural person) or creditor nominating or appointing the director (if applicable)

S#	Folio #	Name*	Address	Nationality	**No. of shares held/Debenture	***Percentage of shareholding of member having 25% or more shares	NIC No. (Passport No. if foreigner)
Members


Debenture holders

Use separate sheet, if necessary

3.11 List of members & debenture holders on the date upto which this Form is made.

Use separate sheet, if necessary

[*] In case the member or debenture holder is holding shares or debentures on behalf of other person(s) OR the member or debenture holder is holding interest or exercising voting or control rights in the company on behalf of other person(s), the name of such other person(s) shall be mentioned in parentheses along with the name of the member or debenture holder;

[**] applicable for companies having share capital or issued debentures;

[***] applicable for companies having share capital.

3.12 Transfer of shares (debentures) since last Annual Return was made (applicable for companies having share capital)

S#	Name of Transferor	Name of Transferee	Number of shares transferred	Date of registration of transfer
	Members

Debenture holders

Use separate sheet, if necessary

PART-IV (Applicable only for a company having obtained status of “Inactive company” from the registrar (Section 424 of the Act))

4.1 List of members and directors as on the date of this annual return

S# Folio No if applicable	Name	Nationality	No. of shares held, if any	Date of becoming member/director	NIC No/passport. of member and/ or director
Directors
		Total
Member
		Total

4.2 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-V

5.1 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.

5.2 Name of Authorized Officer with designation/ Authorized Intermediary
5.3 Signatures
5.4 Registration No of Authorized Intermediary, if applicable
5.5 Date	Day	Month	Year

INSTRUCTIONS FOR FILLING THIS FORM

1. 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.

2. In case of company having share capital, under S. No.3.17 above, the aggregate number of shares held by each member should be stated.

3. When the shares are of different classes the columns should be subdivided so that the number of each class held, is shown separately against S. Nos. 3.7, 3.08 and 3.17

4. If the space provided in the Form is insufficient, the required information should be listed in a separate statement attached to this return which should be similarly signed.

5. In case a body corporate is a member, registration number may be mentioned instead of NIC number.

6. In case of foreign nationals, indicate “passport number” in the space provided for “NIC No.” Pakistani nationals will only indicate “NIC No.”

7. This form is to be filed within 30 days of the date indicated in S.No.1.10 or 1.11 (as the case may be)

8. Attach copy of NIC / passport of new shareholders or members.

Form 1
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 26, 27, 28, 29 & 32 and Regulation 4]

INTIMATION ABOUT PRINCIPAL LINE OF BUSINESS OR CHANGE THEREIN

PART-I

(Please complete in typescript or in bold block capitals.)

1.1 CUIN (Registration Number)

1.2 Name of the Company

PART-II

2.1 SECTION A — CHANGE IN PRINCIPAL LINE OF BUSINESS

2.1.1 Previous Principal line of business

2.1.2 New Principal line of business

Day Month Year 2.1.3 Date of change

2.2 SECTION B — INTIMATION ABOUT PRINCIPAL LINE OF BUSINESS

2.2.1 Principal line of business (applicable if the object stated at serial number 1 of the object clause of memorandum is not the principal line of business of the company)

Day Month Year 2.2.2 Date of change (if applicable)

PART-III

3.1 Declaration:

I do hereby solemnly, and sincerely declare that the information provided in the form is:

(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and

(ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.

3.2 Name of Authorized Officer with designation/ Authorized Intermediary

3.3 Signatures

3.4 Registration No of Authorized Intermediary, if applicable

Day Month Year 3.5 Date

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 COMPANY & FILING OF ALTERED MEMORANDUM AND ARTICLES OF ASSOCIATION

Please read the contents of column II below, fill only the relevant part of the form as mentioned in column III, tick the box in column IV and ignore remaining parts of the form.

I	II	III	IV
(i)	A public company into a private company (including single member company)	Part-I, Part-II Part-III Part-IV	☐
(ii)	A private company into a single member company	Part-I, Part-II Part-III Part-IV	☐
(iii)	An unlimited company into a limited company	Part-I, Part-II Part-III Part-IV	☐
(iv)	A company limited by guarantee to a company limited by shares	Part-I, Part-II Part-III Part-IV	☐

PART-I

(Please complete in typescript or in bold block capitals.)

1.1 CUIN (Registration Number)

1.2 Name of the Company

PART-II

2. 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:

1. Amended copy of Memorandum and Articles of Association

2. NOC (Original) of concerned authority in case doing licensed/specialized business.

3. NOCs (original) of registered charge holders/creditors.

4. In case of conversion of a company limited by guarantee to a company limited by shares, particulars of persons who have agreed to take shares in the proposed capital of the company along with number of shares against each and auditors’ certificate verifying receipt of consideration money on the format of Appendix to Form 3.

Form 3 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 70, 465 & 17(3) and Regulations 4, 12 & 14] RETURN OF ALLOTMENTS & TRANSFER OF SHARES

Please read the contents of column II below, fill only the relevant part of the form as mentioned in column III, tick the box in column IV and ignore remaining parts of the form.

I	II	III	IV
(i)	Allotment of shares.	Part-I,
	(Applicable only if a company issues further shares)	Part-II Part-V	☐
(ii)	Change of more than twenty five percent of shareholding or membership or voting rights (Applicable only in case of change of more than 25% shareholding or membership or voting rights either through transfer of existing shares or through issuance of further shares)	Part-I, Part-III Part-V	☐
(iii)	Receipt of subscription money	Part-I, Part-IV Part-V	☐

PART-I

(Please complete in typescript or in bold block capitals.)

1.1
CUIN (Registration Number)
1.2
Name of the Company

PART-II (ALLOTMENTS OF SHARES)

2. Share Capital

	Number of Shares	Amount (Rs)
2.1 Authorized capital
2.2 Paid up capital (Inclusive of present allotment)

2.3 Kind of shares (Check relevant checkbox) □Ordinary □Preference

2.4 Class of shares (Check relevant checkbox) □Class A □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)______________

Page 18 of 74
Day Month Year
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
2.8.3	Particulars of resolution of Board of directors / shareholders	Resolution number Day Month Year

2.9 SECTION D - NAME, ADDRESSE, AND OTHER PARTICULARS, OF THE ALLOTTEES

Date of allotment Name of allottee in full
Father's
/ husband' s name
Nat iona lity
Country of origin in case of foreign national
Addres s of the allottee
Numb er of shares allotte d
NIC No./NICOP/Passport No. of allottee/Registration Number, if any(in case of allotee other than natural person) (1) (2) (3) (4) (5) (6) (7) (8) dd mm yyyy Please enter NIC No. without (-)

PART-III (CHANGE OF MORE THAN TWENTY FIVE PERCENT IN SHAREHOLDING OR MEMBERSHIP OR VOTING RIGHTS)

3.1 Change in shareholding

3.1.1 Total Number of paid up shares

3.1.2 Particulars of change in shareholding

Name of Transferor	NIC/ Passport No. of Transferor, if applicable	Name of Transferee /Allottee	NIC/ Passport No. of Transferee/Allottee, if applicable	Address of Transferee / Allottee	No of shares transferred/ Allotted	Kind / Class of Shares	Date of transfer/ Allotment
Use separate sheet, if necessary.

3.2 Change in voting right

3.2.1 Reason & details of change in voting rights

Day Month Year

3.2.2 Effective date of change in voting right

3.3 Change in membership

3.3.1 Total Number of members prior to change

3.3.2 Particulars of change in members

Particulars of Outgoing Member(s), if any	Particulars of New Member(s)
Name	CNIC/ Passport No.	Date of cessation	Name	CNIC/ Passport No.	Date of Admission

Use separate sheet, if necessary

PART-IV (RECEIPT OF SUBSCRIPTION MONEY)

4.1 Total amount of subscription required (Rs.)

4.2 Total amount received against subscription (Rs.)

4.3 Total amount outstanding, if any, against subscription (Rs.)

4.4 Particulars of persons who have not deposited the subscription amount if any

Name of subscriber	Number of shares	Amount Due

PART-V

5.1 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.

5.2 Name of Authorized Officer with
designation/ Authorized Intermediary
5.3 Signatures
5.4 Registration No of Authorized Intermediary, if applicable
Day
Month
Year
5.5 Date

Enclosures:

1. In case shares are allotted against cash consideration, a report from Auditor of the Company in terms of section 70(1)(b) of the Act as per Appendix attached herewith, to the effect that the amount of consideration has been received in full.

In case of subscription money, a certificate from a practicing chartered accountant or a cost and management accountant under section 17(3) of the Act as per Appendix attached herewith, verifying receipt of the money so subscribed.

2. In case shares are allotted against consideration otherwise than in cash, a copy of the contract in writing constituting the title of the allottee to the allotment together with a contract of sale, or for services or other consideration in respect of which that allotment was made, such contract being duly stamped.

3. In case bonus shares are issued, copies of the resolution of Board of Directors /members authorizing the issue of such shares.

4. In case the shares are issued at discount, a copy of the special resolution passed by the members authorizing such issue and where the maximum rate of discount exceeds limits specified in the Act, a copy of the order of the Commission permitting the issue at the higher percentage.

5. In case of allotment of shares in consequence of the exercise of the option for conversion in terms of an agreement for participation term certificates, term finance certificates, redeemable capital, musharika or hire-purchase shall be reported in Section-B and copies of the relevant documents submitted with the return.

6. Any other document, certificate, report etc required under any regulation pertaining to issuance of shares.

7. Attach copy of NIC / passport of new shareholders.

APPENDIX TO FORM 3 (On letterhead of auditors of the company or on letterhead of practicing chartered accountant/cost and management accountant)

Please read the contents of column II below, fill only the relevant part of the form as mentioned in column III, tick the box in column IV and ignore remaining parts of the form.

I	II	III	IV
(i)	Auditors’ certificate verifying receipt of consideration money. (under section 70(1)(b) of the Act). (Applicable only in case of issuance and allotment of further share by the company)	Part-I,	☐
(ii)	Auditors’ certificate verifying receipt of subscription money. (under section 17(3) of the Act). (Applicable only in case of receipt of subscription money from subscribers to the memorandum and articles of association)	Part-II,	☐

PART-I AUDITORS’ CERTIFICATE VERIFYING RECEIPT OF CONSIDERATION MONEY [Section 70(1) and Regulations 4 & 12]

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: _____________________________

PART-II CERTIFICATE OF RECEIPT OF SUBSCRIPTION MONEY [Section 17(3) and Regulation 4]

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 4 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 14, 167 & 197 and Regulations 4, 20 & 26] PARTICULARS OF DIRECTORS AND OFFICERS, INCLUDING THE CHIEF EXECUTIVE, SECRETARY, CHIEF FINANCIAL OFFICER, AUDITORS AND LEGAL ADVISER OR NOMINEE OR OF ANY CHANGE THEREIN

PART-I

(Please complete in typescript or in bold block capitals.)

1.1
CUIN (Registration Number)

1.2
Name of the Company

PART-II

2. Particulars*:

Present
Name in
Full
NIC No or passport No. in case of
Foreign
National
Father’s
/
Husban d’s
Name
Usual residential address
Design ation
Nationa lity**
Business
Occupatio n*** (if any)
Date of present appointme nt or change
Mode of appointm ent / change / any other
Remarks

Nature of directorshi p
(nominee/ independe nt/additio nal/other

(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
2.1 New appointment/election:
2.2 Ceasing of office/Retirement/Resignation:
2.3 Any other change in particulars relating to columns (a) to (g) above:

[*] In the case of a firm, the full name, address and above mentioned particulars of each partner, and the date on which each became a partner.

** In case the nationality is not the nationality of origin, provide the nationality of origin as well.

*** Also provide particulars of other directorships or offices held, if any.”.

**** In case of resignation of a director or chief executive, the resignation letter duly signed by resigning director or chief executive, verified through an affidavit on stamp paper duly signed by the person who has signed this Form 4 and attested by an oath commissioner and witnessed, be attached;

in case of removal of a director, member’s resolution be attached;

in case of death of director or chief executive, death certificate be attached.

***** In case of a director nominated by a member or creditor the name of such nominating or appointing body shall also be mentioned in column (j), and a copy of resolution from the nominating or appointing body 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
3.5 Date	Day Month Year

Enclosures:

1. Consent of Director(s) / Chief Executive stating therein that she/he has or they 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 she/he is or they are not ineligible to become Director(s) / Chief Executive under the law.

2. Copy of NIC / passport of new directors/chief executive.

Form 5

[Section 32(1) (a) or (c) and Regulations 4 & 10] PETITION FOR ALTERATION OF MEMORANDUM

PART-I

(Please complete in typescript or in bold block capitals.)

1.1
CUIN (Registration Number)
1.2
Name of the Company

PART-II

2.1 Please specify nature of alteration:

Change in place of registered office as per section 32(1)(a)
Adoption of any business activity or any change therein which is subject to license, registration, permission or approval under any law as per section 32(1)(c)

Day
Month
Year

2.2 Date of passing special resolution

2.3 Precise reason for Alteration

Applicable only in case of change in place of registered office

2.4
Previous place of Registered office

2.5
New place of Registered office

Day
Month
Year

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. Copy of the special resolution;

2. Copy of amended memorandum of association and if applicable, copy of articles of association;

3. Comparative statement containing existing provision, proposed provision of the memorandum;

4. No objection certificate from relevant department of the Commission or other relevant authority, where applicable.

5. No objection certificate from all registered creditors.

6. Affidavit duly signed by the person who signed this petition/Form 5, attested by an oath commissioner, verifying that the contents of the petition and attached documents are true and correct

Form 6

THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 131(6) and Regulation 4]

STATUTORY REPORT

PART-I

(Please complete in typescript or in bold block capitals.)

1.1
CUIN (Registration Number)
1.2
Name of the Company

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

2.2.3
Date on which the meeting is to be held

2.2.4 Place where meeting is to be held

2.3 The Statutory report to the members is as follows:

2.3.1 Shares allotted and cash received up to

dd mm yyyy

(the date should be within 15 days of the date of report)

2.4 Particulars

Kind / Class of shares	No of shares	Nominal value of each share	Cash received
2.4.1 Allotted subject to payment thereof in cash.
2.4.2 Allotted as fully paid up otherwise than in cash and the consideration for which the shares have been so allotted being: (to be specified)
2.4.3 Allotted at a discount per share of Rs.

2.5 Abstract of receipts and payments of the company upto the aforesaid date:

(Attach a copy of Auditor report)

Receipt	Rs	Payments	Rs
Shares: Advance payment for shares / Redeemable Capital / debentures Loans: Deposits 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 Charges

(b) Printing expenses of Memorandum and Articles

(d) Advertisement

(e) Commission on issue or sale of shares / redeemable capital/debentures.

(f) Discount on issue or sale of shares / redeemable capital/debentures.

(g) Other initial expenses (to be specified).

Total:-

2.7 Name, Father’s Name, NIC No(s), addresses and occupations of the Directors, Chief Executive, Secretary, Auditors and Legal Advisers of the Company and the changes, if any, which have occurred since the date of the incorporation;

	Name	Fathers /Husband’s Name	NIC No.	Addresses	Occupation	Particulars of Changes, if any
	2.7.1 Directors


	2.7.2 Chief Executive
2.7.3 Secretary
2.7.4 Auditors
2.7.5 Legal Advisors

2.8 Particulars of any contract the modification of which is to be submitted to the meeting for its approval together with the particulars of the modification or proposed modification.

The particulars must include dates of changes.

2.9 The extent to which underwriting contract if any, has been carried out, if contract not carried out fully, extent to which it has not been carried out and reasons therefor.

2.10 The particulars of any commission or brokerage paid or to be paid in connection with the issue or sale of shares to any director, chief executive, secretary or officer or to a private company of which he is director

2.11 Brief account of the Company’s affairs since its incorporation and the business plan, including any change affecting the interest of shareholders and business prospects of the company.

2.12 We hereby certify this Report* as correct and that nothing has been concealed or withheld in this regard.

2.13 Signature
2.14 Name of Signatories
2.15 Designation	Chief Executive Officer	Director	Chief Financial Officer (only in case of listed company)

PART-III

3.1 Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is:

(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and

(ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.

3.2 Name of Authorized Officer with
designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
Day
Month
Year
3.5 Date

Form 7

THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 85 and Regulation 4]

Please read the contents of column II below, fill only the relevant part of the form as mentioned in column III, tick the box in column IV and ignore remaining parts of the form.

I	II	III	IV
(i)	Notice of alteration in share capital (Applicable only in case of increase in authorized capital)	Part-I, Part-II Part-IV	☐
(ii)	Notice of consolidation, division or sub-division of shares (Applicable in case of consolidation, division or sub-division of shares)	Part-I, Part-III Part-IV	☐

PART-I

(Please complete in typescript or in bold block capitals.)

1.1 CUIN (Registration Number)

1.2 Name of the Company

PART-II

2.1 Memorandum of fee for increase in authorized capital:

2.1.1 Total amount payable on capital as increased (Rs.)

2.1.2 Amount which would have been payable by reference to its capital immediately before the increase (Rs)

2.1.3 Difference of 1.4.1 and 1.4.2 (Rs.)

2.2 *Fee Payment Details 1.4.1 Challan No 1.4.2 Amount

fee for increase in authorized capital plus filing fee of this form

PART-II

2.3 Notice is hereby given pursuant to section 85 of the Companies Act, 2017 that a special resolution was passed for increase in authorized share capital on:

Day
Month
Year

2.4 Share capital increased in pursuance of an obligation of the company under an agreement on (date of agreement with party to the agreement)

Day
Month
Year

2.5 Increase in authorized share capital

	Amount (Rs)	Divided into (no of shares)	Of Rs. per share
2.5.1	Existing authorized share capital
2.5.2	Addition
2.5.3	New authorised share capital

2.6 Conditions subject to which the new shares have been or are to be issued

PART-III CONSOLIDATION, DIVISION OR SUB-DIVISION OF SHARES

3.1 Date of Passing of Special Resolution

3.2 Notice is hereby given, in accordance with section 85 of the Companies Act, 2017 for the purpose of:-

3.2.1 Consolidation and division of shares or

3.2.2 Sub-division of shares or

3.2.3 Cancellation of shares

(Mark the relevant checkbox)

	Number of shares	Rs. Per share	Amount (Rs)
3.2.4	Existing share capital
3.2.5	Consolidated/divided
3.2.6	Sub-division of shares
3.2.7	Cancelled shares
3.2.8	New share capital

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:

1.
Amended Memorandum of Association and if applicable, copy of articles of association.

Form 8 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 150 and Regulation 4] SPECIAL RESOLUTION

PART-I

(Please complete in typescript or in bold block capitals.)

1.1 CUIN (Registration Number)
1.2 Name of the Company

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	Resolved that,
(attach copy, if space is insufficient to reproduce it)

PART-III

3.1 Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is:

(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and

(ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.

3.2 Name of Director/Company Secretary

3.3 Signatures

3.4 Registration No of Authorized Intermediary, if applicable

Day
Month
Year
3.5 Date

Form 9 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 424(1) & 424(5) and Regulations 4 & 36] APPLICATION FOR OBTAINING STATUS OF INACTIVE COMPANY & VICE VERSA

Please read the contents of column II below, fill only the relevant part of the form as mentioned in column III, tick the box in column IV and ignore remaining parts of the form.

I	II	III	IV
(i)	Application for obtaining status of inactive company.	Part-I, Part-II Part-IV	☐
(ii)	Application for conversion of status from inactive to active company	Part-I, Part-III Part-IV	☐

PART-I

(Please complete in typescript or in bold block capitals.)

1.1
CUIN (Registration Number)

1.2
Name of the Company

PART-II

2.1 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 Date of special resolution for conversion of status from inactive to active company
	(Attach copy of special resolution)
3.2 Effective Date	Day Month Year

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.

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.

4.2 Name of Authorized Officer with designation/ Authorized Intermediary
4.3 Signatures
4.4 Registration No of Authorized Intermediary, if applicable
4.5 Date	Day Month Year

THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 100, 101, 105, 106, 109 & 448 and Regulations 4 & 18]

PARTICULARS OF MORTGAGES, CHARGES, PLEDGE, ETC. OR ISSUANCE OF REDEEMABLE CAPITAL OR ANY CHANGE THEREIN

Please read the contents of column II below, fill only the relevant part of the form as mentioned in column III, tick the box in column IV and ignore remaining parts of the form.

I	II	III	IV
(i)	Particulars of mortgage, charge, pledge etc.	Part-I, Part-II Part-VIII	☐
(ii)	Particulars of mortgage or charge subject to which property has been acquired	Part-I, Part-III Part-VIII	☐
(iii)	Registration of entire series of debentures / redeemable capital	Part-I, Part-IV Part-VIII	☐
(iv)	Particulars of an issue of redeemable capital / debentures in a series when more than one issue in the series is made	Part-I, Part-V Part-VIII	☐
(v)	Particulars of modification of mortgage, charge, pledge, etc.	Part-I, Part-VI Part-VIII	☐
(vi)	Memorandum of complete satisfaction of mortgage, charge, pledge, etc.	Part-I, Part-VII Part-VIII	☐

PART-I

(Please complete in typescript or in bold block capitals.)

1.1 CUIN (Registration Number)
1.2 Name of the Company

PART-II

2.1 Particulars of mortgage, charge, pledge etc. created by the company

a. a mortgage or charge on any immovable property wherever situate, or any interest therein; or

b. a mortgage or charge for the purposes of securing any issue of debentures;

c. a mortgage or charge on book debts of the company;

d. a floating charge on the undertaking or property of the company, including stock-in-trade; or

e. a charge on a ship or aircraft, or any share in a ship or aircraft;

f. a charge on goodwill or on any intellectual property;

g. a mortgage or charge or pledge, on any movable property of the company;

h. a mortgage or charge or other interest, based on agreement for the issue of any instrument in the nature of redeemable capital; or

i. a mortgage or charge or other interest, based on conditional sale agreement, namely, lease financing, hire-purchase, sale and lease back, and retention of title, for acquisition of machinery, equipment or other goods

(Tick the appropriate box)

dd	mm	yyyy
2.2 Date of instrument
2.3 Description of the instrument (if any) creating or evidencing the mortgage or charge or pledge or other interest (to be specified).
2.4 Amount secured by the mortgage or charge, pledge etc.
2.5 Short particulars of the property mortgaged, charge, pledge or other interest
2.6 Gist of the terms and conditions and extent and operation of the mortgage, charge, pledge or other interest (Also include description of the nature of the mortgage/charge e.g. equitable, pari-passu, etc.)
2.7 Names, addresses and description of the mortgagees or persons entitled to the charge or other interest.

PART-III APPLICABLE IN CASE OF

A MORTGAGE OR CHARGE SUBJECT TO WHICH PROPERTY HAS BEEN ACQUIRED BY THE COMPANY

3 Particulars of a mortgage or pledge or charge subject to which property has been acquired by the above mentioned company.

	Day	Month	Year
3.1	Date of creation
3.2	Description of the instrument creating or evidencing the mortgage, charge, pledge etc.
3.3	Memorandum or any other instrument regarding mortgage or charge or pledge subject to which property has been acquired
	Day	Month	Year
3.4	Date of acquisition of the property
3.5	Amount owing on security of the mortgage or charge.
3.6	Short particulars of the property acquired subject to mortgage, charge, pledge etc.
3.7	Gist of the terms and conditions and extent and operations relating to the mortgage, charge, pledge etc.
	Also to include description of the nature of the mortgage/charge e.g. equitable, pari-passu, etc.
3.8	Names, addresses and description of the mortgagees or persons entitled to the charge or other interest

PART-IV APPLICABLE IN CASE OF REGISTRATION OF ENTIRE SERIES OF DEBENTURES/REDEEMABLE CAPITAL

4. Particulars of a series of debentures/redeemable capital, containing or giving by reference to any other instrument; any charge to the benefit of which the Redeemable Capital / debenture-holders of the said series are entitled pari passu, created by this company

4.1 Total amount secured by the whole series (Rs.)

4.2 Amount of the present issue of the series (Rs.)

4.3 Date of resolutions authorizing the issue of the series.

Day
Month
Year

4.4 Date of the covering deed (if any) by which the security is created or defined; or if there is no such deed the first issue of any redeemable capital or debenture of the series.

Day
Month
Year

4.5 General description of the property charged

4.6 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.)

4.7 Names & addresses of trustees (if any) of the redeemable capital/ debenture holders.

PART-V APPLICABLE IN CASE OF AN ISSUE OF REDEEMABLE CAPITAL / DEBENTURES IN A SERIES WHEN MORE THAN ONE ISSUE IN THE SERIES IS MADE

5. Particulars of an issue of redeemable capital/debentures in series when more than one issue in the series is made

Day
Month
Year

5.1 Date of the registration of the series

5.2 Date of present issue

5.3 Amount of present issue (Rs.)

5.4 Gist of the terms and conditions and extent and operation of the mortgage, charge or other interest.

Attach copy of verified deed, if any

PART-VI APPLICABLE IN CASE OF PARTICULARS OF MODIFICATION OF MORTGAGE, CHARGE, PLEDGE, ETC.

6.1 Date of Instrument creating the original mortgage / charge, pledge etc.

Day
Month
Year

6.2 Brief description of instrument(s) creating the original mortgage, charge, pledge etc.

6.3 Date(s) of modification of the mortgage, charge, pledge etc. prior to present modification

Day
Month
Year

6.4 Brief description of instrument(s) modifying the mortgage, charge, pledge etc. prior to present modification

6.5 Date of modification of the mortgage, charge, pledge etc.

Day
Month
Year

6.6 Brief description of instrument(s) modifying the mortgage, charge, pledge etc.

6.7 Particulars of the modification specifying the terms or conditions or the extent or operation and the details of the modification.

PART-VII APPLICABLE IN CASE OF MEMORANDUM OF COMPLETE SATISFACTION OF MORTGAGE, CHARGE, PLEDGE, ETC.

7. Particulars of the mortgage/charge satisfaction thereof (Attach evidence):

7.1 Amount of mortgage / pledge / charge etc. (Rs)

Day
Month
Year

Page 41 of 74
7.2 Date of registration of mortgage or pledge or
charge
Day Month Year
7.3 Date of last modification, if any of mortgage
or pledge or charge
Day Month Year
7.4 Date of satisfaction.
7.5 Name(s) and address(es) of the mortgagees(s)
/ trustee(s) for the redeemable capital / debenture-holders, etc. (give description)
7.6 Brief description of instrument(s) through which
mortgage, charge, pledge etc. was created and is now satisfied.
PART VIII
8.1 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.
8.2 Name of Authorized Officer with
designation/ Authorized Intermediary
8.3 Signatures
8.4 Registration No of Authorized Intermediary, if applicable
Day Month Year
8.5 Date
Form 11
[Section 315(5) and Regulation 4]
[Heading as in Rule 4 of the Companies (Court) Rules, 1997] Company Petition No………………….of …………..
DECLARATION TO BE SUBMITTED TO THE COURT BY PROVISIONAL MANAGER/OFFICIAL LIQUIDATOR

PART-I

(Please complete in typescript or in bold block capitals.)

1.1 CUIN (Registration Number)
1.2 Name of the Company
1.3
Case Title

PART-II

2.1 Declaration I/We have been appointed by the Court as Provisional Manager(s)/ Official Liquidator(s) of this Company. I/We do hereby declare that:

(i) I/We have NO conflict of interest; and

(ii) I/We do NOT lack independence in respect of my/our appointment.

That the above obligation shall continue throughout the term of my/our appointment.

PART-III

3.1	Name(s)	Designation	Signature
		(Provisional Manager/ Official Liquidator)

Day
Month
Year
3.2 Date

Note: A copy of this form shall also be sent to the concerned Company Registration Office

Form 12

THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 284(5) and Regulations 4 & 33]

FILING OF COPY OF SCHEME OF AMALGAMATION IN CASE OF:

Please read the contents of column II below, fill only the relevant part of the form as mentioned in column III, tick the box in column IV and ignore remaining parts of the form.

I	II	III	IV
(i)	Amalgamation of wholly owned subsidiary(ies) of a holding company	Part-I, Part-II Part-III	☐
(ii)	Amalgamation of two or more companies wholly owned by a person	Part-I, Part-II Part-III

☐

PART-I

(Please complete in typescript or in bold block capitals.)

1.1
CUIN (Registration Number)

1.2
Name of the Company

PART-II

2. Capital structure of the Company, if applicable

Share capital prior to amalgamation	Share capital after amalgamation
Number of Shares	Amount	Number of Shares	Amount

2.1 Authorized capital

2.2 Paid up capital

a. Particulars of Board resolutions passed by each amalgamating company

S.#	Name of Company	Date of Board resolution	Gist of Board resolution (attach copy of Resolution)

dd mm yyyy

2.3
Effective Date of amalgamation
-
-

a. Date of notice of amalgamation to secured creditors of the company

S#	Name of secured creditors	Date of notice

PART-III

3.1 Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is:

(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and

(ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.

3.2 Name of Authorized Officer with designation/ Authorized Intermediary
3.3 Signatures
3.4 Registration No of Authorized Intermediary, if applicable
3.5 Date	Day Month Year

Enclosures:

1. 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.

2. A copy of the approved scheme of amalgamation

Form 13

THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 285(1) and Regulations 4 & 32]

NOTICE TO DISSENTING SHAREHOLDERS

PART-I

(Please complete in typescript or in bold block capitals.)

1.1 CUIN (Registration Number)
1.2 Name of the Company

PART-II

2.1 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 14 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 285(5) and Regulations 4 & 32] INFORMATION TO BE FURNISHED IN RELATION TO ANY OFFER OF A SCHEME OR CONTRACT INVOLVING THE TRANSFER OF SHARES OR ANY CLASS OF SHARES IN THE TRANSFEROR COMPANY TO THE TRANSFEREE COMPANY

PART-I

(Please complete in typescript or in bold block capitals.)

1.1
CUIN (Registration Number)
1.2
Name of the Company

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 14

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 15 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 452(1) and Regulations 4 & 37] NOTIFICATION OF PARTICULARS OF BENEFICIAL OWNERSHIP TO THE COMPANY

PART-I

(Please complete in typescript or in bold block capitals.)

1.1 CUIN (Registration Number)

1.2 Name of the Company

PART-II

2. Particulars of Substantial Shareholder/Officer and Beneficial Ownership

I. Particulars of substantial shareholder/officer
(i)	Name
(ii)	CNIC/NICOP
(iii)	Other nationality, if holding dual citizenship
(iv)	Address for correspondence
(v)	Designation if an officer of the company

II. Particulars of beneficial ownership in foreign company or body corporate

	Company 1	Company 2	*Company 3
(i)	Name of foreign company or body corporate in which ownership is held
(ii)	No. of shares held in foreign company or body corporate
(iii)	Cost of Investment
(iv)	Currency
(v)	Any interest other than shareholding in foreign company or body corporate
(vi)	Percentage of Shareholding or other interest in foreign company or body corporate
(vii)	Date of Shareholding / investment
(viii)	Business address of foreign company or body corporate
(ix)	Name of registration authority of foreign company or body corporate
(x)	Country of incorporation of foreign company or body corporate

Add additional columns for more companies, if needed.

Signature
Name of Signatory
Date	Day Month Year

Form 16

THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 452(2), (3) & (4) and Regulations 4 & 37]

RETURN CONTAINING PARTICULARS OF SUBSTANTIAL SHAREHOLDERS /OFFICERS OR COMPANIES FOR COMPANIES’ GLOBAL REGISTER OF BENEFICIAL OWNERSHIP

Please read the contents of column II below, fill only the relevant part of the form as mentioned in column III, tick the box in column IV and ignore remaining parts of the form.

I	II	III	IV
(i) Particulars of substantial shareholders /officers for companies’ global register of beneficial ownership.	Part-I, Part-II Part-IV	☐
(ii) particulars of companies for companies’ global register of beneficial ownership	Part-I, Part-III Part-IV	☐

PART-I

(Please complete in typescript or in bold block capitals.)

1.1
CUIN (Registration Number)
1.2
Name of the Company

PART-II

(PARTICULARS OF SUBSTANTIAL SHAREHOLDERS /OFFICERS FOR COMPANIES’ GLOBAL REGISTER OF BENEFICIAL OWNERSHIP)

Particulars of Beneficial Ownership*

Sr. No. (i)	(ii)	(iii)	(iv)	(v)	(vi)	(vii)	(viii)	(ix)	(x)	(xi)	(xii)	(xiii)	(xiv)
	Name of Substantia l Sharehold er/ Officer of the Company	Designation (if officer of the Company)	NIC/NIC OP	In case shares are owned, held or controlled indirectly, name and relationship with officer/substantial shareholder	Name of foreign company or body corporate in which ownershi p is held	No. of shares held in foreign compan y or body corpora te	Cost of investm ent	Curren cy	Any interest other than sharehol ding in foreign company or body corporate	Percentage of shareholdi ng or other interest in foreign company or body corporate	Date of shareholdi ng /investmen t	Busines s address of foreign compan y or body corpora te	Name of registrati on authority of foreign company or body corporate	Country of incorporati on of foreign company or body corporate

Add additional rows for more shareholders/officers, if needed.

PART-III PARTICULARS OF COMPANIES FOR COMPANIES’ GLOBAL REGISTER OF BENEFICIAL OWNERSHIP

Particulars of Beneficial Ownership*

Sr. No. (i)	(ii)	(iii)	(iv)	(v)	(vi)	(vii)	(viii)	(ix)	(x)

Name of foreign company or body corporate in which ownership is held	No. of shares held in foreign company or body corporate	Cost of investment	Currency	Any interest other than shareholding in foreign company or body corporate	Percentage of shareholding or other interest in foreign company or body corporate	Date of shareholding /investment	Business address of foreign company or body corporate	Name of registration authority of foreign company or body corporate	Country of incorporation of foreign company or body corporate

*Add additional rows, if needed.

PART-IV

4.1 Declaration: I do hereby solemnly and sincerely declare that the information provided in the form is: (4) 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

Form 17 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 113, 114 (1) & 449 and Regulation 4] NOTICE OF APPOINTMENT/CESSATION OF RECEIVER OR MANAGER OR ABSTRACT OF RECEIPTS AND PAYMENTS

Please read the contents of column II below, fill only the relevant part of the form as mentioned in column III, tick the box in column IV and ignore remaining parts of the form.

I	II	III	IV
(i)	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, Part-II Part-V	☐
(ii)	Notice to be given by receiver /manager on ceasing to act as such	Part-I, Part-III Part-V	☐
(iii)	Receiver or manager’s abstract of receipts and payments	Part-I, Part-IV Part-V	☐

PART-I

(Please complete in typescript or in bold block capitals.)

1.1
CUIN (Registration Number)
1.2
Name of the Company

PART-II

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

2.1 Notice regarding
Appointment
Cessation
(Tick the appropriate box)

2.2
Name of person giving notice

2.3
NIC number, if applicable, of person giving notice

2.4 Address of person giving notice

2.5 Name of receiver / manager

2.6 Particulars (designation, profession, address etc.) of receiver / manager

2.7 Name of the Court issuing order

Day
Month
Year

2.8 Date of order

(Enclose certified copy of order/attested copy of the instrument)

2.9 Instrument under which appointment is made

2.10 Particulars of the property

Day
Month
Year

2.11 Date of appointment

Day
Month
Year

2.12 Date of Cessation, if applicable

PART-III

NOTICE TO BE GIVEN BY RECEIVER /MANAGER ON CEASING TO ACT AS SUCH

3.1 Name of Receiver/manager

3.2 Particulars (address etc.) of receiver / manager

Day
Month
Year

3.3 Date of ceasing to act as receiver / manager

PART-IV

RECEIVER OR MANAGER’S ABSTRACT OF RECEIPTS AND PAYMENTS

4.1 Name and address of receiver /manager

2.1.1 Designation Receiver Manager

2.1.2 Name

2.1.3 Address

4.2 Date and description of the instrument under which Receiver / Manager is appointed

Day
Month
Year

4.3 Date of taking possession

Day
Month
Year

4.4 Period covered by the abstract

Day
Month
Year

From
To

4.5 ABSTRACT

RECEIPTS	PAYMENTS
(Rs.)	(Rs.)
Brought forward ………. (Item wise description) Carried forward	Brought forward………. (Item wise description) Carried forward

PART-V

5.1 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.

5.2 Name of Receiver/ Manager

5.3 Signatures

Day
Month
Year

5.4 Date

THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 21, 220 & 449 and Regulation 4]

NOTICE OF SITUATION OF REGISTERED OFFICE, ADDRESS AT WHICH BOOKS OF ACCOUNTS ARE MAINTAINED OR ANY CHANGE THEREIN

Please read the contents of column II below, fill only the relevant part of the form as mentioned in column III, tick the box in column IV and ignore remaining parts of the form.

I	II	III	IV
(i)	Notice of situation of registered office or any change therein.	Part-I, Part-II Part-IV	☐
(ii)	Notice of address at which books of accounts are maintained	Part-I, Part-III Part-IV	☐

PART-I

(Please complete in typescript or in bold block capitals.)

1.1 CUIN (Registration Number)

1.2 Name of the Company

PART-II

2.1 The situation of registered office of the company was changed from (state previous address)

2.2 The registered office of the Company is now situated at

(State full address with identifiable number / name of the premises or building and street, road and locality besides the name of the town and postal area, where applicable)

Telephone Number
Fax Number, if any
Email Address

Day
Month
Year

2.3
With effect from

PART-III

3.1 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
3.2 Date of resolution of Board of directors
3.3 Address of place at which books of accounts to be kept
dd	mm	yyyy
3.4 Date of shifting / maintaining of books of account at above said address

PART-IV

4.1 Declaration:

I do hereby solemnly, and sincerely declare that the information provided in the form is:

(4) 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
4.5 Date	Day Month Year

Form 19

THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 19(1)(d) & 19(1)(e) and Regulation 4] DECLARATION REGARDING COMPLIANCE WITH THE CONDITIONS OF SECTION 19 OF THE COMPANIES ACT, 2017 BEFORE COMMENCING BUSINESS

(COMPANY ISSUING PROSPECTUS/ COMPANY FILING STATEMENT IN LIEU OF PROSPECTUS)

Please read the contents of column II below, fill only the relevant part of the form as mentioned in column III, tick the box in column IV and ignore remaining parts of the form.

I	II	III	IV
(i)	Declaration regarding compliance with the conditions of section 19 of the companies act, 2017 before commencing business in case of a company issuing prospectus.	Part-I, Part-II Part-IV	☐
(ii)	Declaration before commencing business in case of a company filing statement in lieu of prospectus	Part-I, Part-III Part-IV	☐

PART-I

(Please complete in typescript or in bold block capitals.)

1.1
CUIN (Registration Number)
1.2
Name of the Company

PART-II

2.1 Name(s) of declarant(s)

2.2 I/We, the above named person(s), do hereby solemnly and sincerely declare as follows:

2.2.1 That the amount of the share capital of the company offered to the public for subscription is Rs.

2.2.2 That the amount stated in the prospectus as the minimum amount which, in the opinion of the Directors, must be raised by the issue of share capital in order to provide for the matters given in the prospectus, is Rs.

2.2.3 That shares held subject to the payment of the whole amount thereof in cash have been allotted to the amount of and the money has been received by the company Rs.

2.2.4 That every Director of the Company has paid to the Company full amount on each of the shares taken or contracted to be taken by him and for which he is liable to pay in cash. Rs.

2.2.5 That no money is, or may become, liable to be repaid to the applicants for any shares or participation term certificate/terms finance certificate/debentures which have been offered for public subscription by reason of Rs.

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.

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 Name(s) of declarant(s)

3.2 I/We, the above named person(s), do hereby solemnly and sincerely declare as follows:

3.2.1 That the amount of the share capital of the company subject to the payment of the whole amount thereof in cash is Rs.

3.2.2 That the company has not issued a prospectus inviting the public to subscribe for its shares, and that it has filed with the Registrar a statement in lieu of prospectus on Day Month Year

3.2.3 That the amount fixed by the Memorandum or Articles and specified in the statement in lieu of prospectus as the minimum subscription upon which the directors may proceed to allotment is Rs.

3.2.4 That shares held subject to the payment of the whole amount thereof in cash have been allotted to the amount of Rs.

3.2.5 That every Director of the Company has paid to the Company full amount on each of the shares taken or contracted to be taken by him and for which he is liable to pay in cash.

3.3 Verified that the foregoing statements are true to the best of my/our knowledge and belief and that nothing has been concealed.

3.4 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-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:

1. Evidence of receipt of amount of minimum subscription by the Company

2. Statement in Lieu of Prospectus

Form 20
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 60A and Regulation 16A(1)]

PUBLIC NOTICE TO HOLDERS OF SECURITIES OF BEARER NATURE ISSUED BY A COMPANY

(Name of Company)

<<Insert Date>>

Take Notice that by virtue of section 60A of the Companies Act 2017, no company shall allot, issue, sell, transfer or assign any bearer share, bearer share warrant or any other equity or debt security of a bearer nature, by whatever name called.

Sub-section 2 of section 60A of the Act requires that all existing bearer shares or bearer share warrants if any, shall either be registered or cancelled.

Sub-regulation (2) of regulation 16A of the Regulations requires every holder of any securities of a bearer nature issued by a_<company name> to surrender it to the company for registration.

Accordingly, every person who is a holder of such securities is advised to surrender the securities of a bearer nature issued by _<company name> at _< registered office address of the company >, for registration, before the expiration of three months of this notice.

It is, therefore, in the interest of every bearer of such securities to present the securities for registration within the stipulated time period.

Name & Designation
(Person authorized to issue notice)

Form 21

THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 60A(2) and Regulation 16A(4) and (6)]

REGISTER CONTAINING PARTICULARS OF HOLDERS OF SECURITIES OF BEARER NATURE AND PARTICULARS OF SUCH SECURITIES SURRENDERED OR CANCELLED

(Name of Company)

Names, addresses and particulars of holder of securities of a bearer nature Particulars of securities surrendered and cancelled Given Name and Surname/ Company Name Addres s/ register ed office address Occup ation Nationalit y/ Country of incorporat CNIC/ Passport No./ Registrati on No. Date of Issue Class of Shares / securit ies Total number of securiti es Seria l no. of secur ity Date of surren der Date of cancel lation

			ion/ formation

Note: Please give particulars depending upon whether the holder is an individual or body corporate

Form 22 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 123A(1) and Regulation 19A(1)] NOTICE TO MEMBERS FOR PROVIDING PARTICULARS OF ULTIMATE BENEFICIAL OWNERS

<<Insert Date>>
[By post/email]

To: Name and address of member
Date:

Subject: Notice under regulation 19A of the Companies (General Provisions and Forms) Regulations, 2018 (“the Regulations”)

1. Take Notice that sub-regulation (2) of Regulation 19A of the Regulations requires every member of the company who is not the ultimate beneficial owner and who directly holds at least 25% shares or voting rights in the company to submit a declaration to the company providing information and particulars of the ultimate beneficial owner(s), as defined in Regulations.

2. Sub-regulation (7) of regulation 19A defines an ultimate beneficial owner as a natural person who ultimately owns or controls a company, whether directly or indirectly, through at least twenty five percent of shares or voting rights or by exercising effective control in that company through other means. Exercise of control through other means may be exercised through a chain of ownership or through close relatives or associates having significant influence or control over the finances or decisions of the company.

3. Sub-section (3) of section 123A of the Companies Act, 2017 (the “Act”) provides, inter-alia, that any contravention or default in complying with requirement of the said section shall be liable in case of a director or officer of the company or any other person, to a penalty which may extend to one million rupees.

4. Accordingly, in case you do not hold beneficial interest in the shares or voting rights in the Company yourself, please submit the following information about the ultimate beneficial owner(s) of the company, as defined in the Regulations, on whose behalf you are holding such interest, within fourteen days of the date of this notice in accordance with regulation 19A(2) of the Regulations, failing which the company will proceed in the matter without further notice as per the provisions of the Act and the Regulations*:

1. Name

2. Father’s Name/Spouse’s Name

3. CNIC/NICOP/Passport no. alongwith date of issue (attach copy)

4. Nationality

5. Country of origin (in case of foreign national or dual national)

6. Usual residential address

7. Email address

8. Date on which shareholding, control or interest acquired in the company

9. In case of indirect shareholding, control or interest being exercised through intermediary companies, entities or other legal persons or legal arrangements in the chain of ownership or control, following additional particulars to be provided:

Name	Legal form (Company/LLP/ Partnership Firm/ Trust/Any other body corporate (to be specified))	Date of incorporation/ registration	Name of registering authority	Business Address	Country	Email address	Percentage of shareholding, control or interest of UBO in the legal person or legal arrangement	Percentage of shareholding, control or interest of legal person or legal arrangement in the Company	Identity of Natural Person who ultimately owns or controls the legal person or arrangement
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)

10. Any other information incidental to or relevant to enable the company to evaluate this matter.

Name & signature
(Person authorized to issue notice on behalf of the company)

[*] In case the government or any company or body corporate owned or controlled by it is a member of a company, the particulars required vide this para shall be provided in respect of the senior management official(s) nominated by the said government on the board of directors or governing body of the said company or body corporate, to the extent of investment of the government in the company..

THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 123A(1) and Regulation 19A(2)]

Form 23

DECLARATION BY MEMBER ABOUT ULTIMATE BENEFICIAL OWNERS (To be submitted to the company by every member as specified under regulation 19A(1) or regulation 19A(2))

Name of Company _____________________________
CUIN __________ __________________
_
Presented by ____

I ____________________ do solemnly declare as follows;

1. I____________________ having CNIC/Passport No.*_______________________and having address at _________________ am a person whose name is entered in the register of members of < name of the company>) as the holder of (state the percentage of shares or controlling interest) in the company.

2. I (became the holder of the shares)/(acquired control/interest)* in the company on the following date(s) and continue as such at the date of this declaration:

Number and classes of shares/nature of control/interest in the company	Date of becoming a member of the company

3. I (myself hold/do not hold) [__ ] % percentage in the said share(s) or controlling interest in the company.

4. The particulars of the ultimate beneficial owner(s), as defined1 in the Companies (General Provisions & Forms) Regulations 2018, in respect of the aforesaid number of shares/control/ interests, is/are:**

1.	Name
2.	Father’s Name/Spouse’s Name
3.	CNIC/NICOP/Passport no. alongwith date of issue (copy attached)
4.	Nationality
5.	Country of origin (in case of foreign national or dual national)
6.	Usual residential address
7.	Email address
8.	Date on which shareholding, control or interest acquired in the company
9.	Date on which shareholding, control or interest acquired in the company from former ultimate beneficial owner

[1] Sub-regulation (7) of regulation 19A defines an ultimate beneficial owner as a natural person who ultimately owns or controls a company, whether directly or indirectly, through at least twenty five percent shares or voting rights or by exercising effective control in that company through other means. ‘Control through other means’ may be exercised through a chain of ownership or through close relatives or associates having significant influence or control over the finances or decisions of the company

10. In case of indirect shareholding, control or interest being exercised through intermediary companies, entities or other legal persons or legal arrangements in the chain of ownership or control, names and particulars are as follows:

Name
Legal form
(Company/LLP
/Partnership Fi rm/ Trust/
Any other body corporat e (to be specified))
Date of Incorporation
Name of registering authority
Business Address
Country
Email address
Percentage of shareholdin g, control or interest of UBO in the legal person or legal arrangement Percentage of shareholdin g, control or interest of legal person or legal arrangemen t in the Company Identity of Natural Person wh o ultimately owns or controls t he legal pers on or arrangem (a) (b) (c) (d) (e ent ) (f) (g) (h) (i) (j)

11. Any other information incidental to or relevant to enable the company to evaluate this matter

And I make this solemn declaration conscientiously believing the same to be true.

This _______ day of ________, 20

Name & signature

Delete whichever is inapplicable

** Please provide information required under para 4 if you are a:

(i) Legal person, i.e. not an individual or natural person; or

(ii) Natural person, but do not yourself hold [ ] % of shares or interest in the company.

Note: 1. The form of declaration may be modified or adapted to the circumstances in which the non-beneficial owner is a body corporate or in which there is more than one non-beneficial owner in respect of a particular share.

2. Please add further columns to the table in para 4 above depending upon the number of ultimate beneficial owners of the company

Form 24 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 123A(2) and Regulation 19A(3)] DECLARATION BY MEMBER ABOUT CHANGE OF ULTIMATE BENEFICIAL OWNERS OR PARTICULARS THEREOF

Name of Company

CUIN

Presented by

1. This is to declare that I (name of member in block letters) having CNIC/Passport No.*_______________________and having address at _______________________ am a person whose name was entered in the register of members of (name of the company) as the holder of (state the number and classes of shares/extent of voting rights/control rights etc.) in the company on ________.

2. With effect from the (date ), the (natural person(s)/particulars of the natural persons)* who ultimately holds the beneficial ownership in the company (has/have)* been changed to:

1.	Name of ultimate beneficial owner/former ultimate beneficial owner
2.	Number and class of shares or voting rights held
3.	Name of the new ultimate beneficial owner
4.	Father’s Name/Spouse’s Name
5.	CNIC/NICOP/Passport no. alongwith date of issue (copy attached)
6.	Nationality
7.	Country of origin (in case of foreign national or dual national)
8.	Usual residential address
9.	Email address
10.	Date on which shareholding, interest or control acquired in the company from former ultimate beneficial owner

11. In case of indirect shareholding, control or interest being exercised through intermediary companies, entities or other legal persons or legal arrangements in the chain of ownership or control, names and particulars are as follows:

Name
Legal form
(Company/LLP
/
Partnership Fir m/ Trust/
Any other body corporat e (to be specified))
Date of Incorporation
Name of registering authority
Business Address
Country
Email address
Percentage of shareholdin g, control or interest of UBO in the legal person or legal arrangemen t Percentage of shareholdi ng, control or interest of legal perso n or legal arrangeme nt in the Company Identity of Natural Person wh o ultimately owns or controls t he legal pers on or arrangem ent (a) (b) (c) (d) (e ) (f) (g) (h) (i) (j)

12. Any other information incidental to or relevant to enable the company to evaluate this matter

And I make this solemn declaration conscientiously believing the same to be true.

This _______ day of ________, 20

Name & signature

Delete whichever is inapplicable

2. Please add further columns to the table in para 2 above depending upon the number of ultimate beneficial owners of the company

Form 25 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 123A(2) and Regulations 19A(5)] DECLARATION OF COMPLIANCE WITH THE PROVISIONS OF SECTION 123A OF THE COMPANIES ACT, 2017

PART I

1.1
CUIN (Registration Number)

1.2
Name of the Company

PART II

2.1 Compliance against notice issued under sub-regulation (1) of Regulation 19A:

Sr. No.	Particulars	Response
i.	The Company in <month> has issued, a notice as per Form 22 to every member directly holding at least twenty five percent of shares or voting rights in the company or to the representative of every legal person or legal arrangement which holds at least twenty five percent of shares or voting rights in the Company, to obtain information of its ultimate beneficial owners, in compliance with sub-regulation (1) of regulation 19A. The total number of notices issued is _____________.	Yes/No
ii. If reply to (i) is Yes,	The Company has received declarations as per Form 23 from the members/persons to whom notices have been issued, as required under sub-regulation (2) of regulation 19A:	Yes/No
	Total no. of members directly holding at least twenty five percent of shares or voting rights in the company and representatives of legal persons or legal arrangements holding twenty five percent of shares or voting rights in the company, as on the date of Form 25: _________ No. of members or submitting the declarations against the notice(s) issued is: ______ No. of members or representatives who have failed to submit the declaration against the notice(s) issued is: _______
iii. If reply to (ii) is Yes,	The Company has noted accurate particulars of its ultimate beneficial owners, received from the persons vide declaration as per Form 23, in a register of ultimate beneficial owners, as specified under sub-regulation (4) of regulation 19A, and in compliance with the provisions of sub-section (2) of section 123A of the Act.	Yes/No
iv.	The board of directors of the Company has authorized its chief executive officer or one of its directors or officers to provide the information required under sub-regulation (6) of regulation 19A to the registrar or any other authority or agency pursuant to the powers to call for information entrusted by law to such authority or agency, and to provide further assistance as may be required.	Yes/No
v. If reply to (iv) is yes,	The Company has nominated the following officer, as required in terms of sub-regulation (6) of regulation 19A:	1. Name _____________________ 2. Father’s Name ______________ 3. Designation _______________ 4. NIC No. _________________ 5. Cell No. ________________ 6. Email address 7. Usual residential address _______________

PART III

3.1 Compliance in respect of induction of new members in terms of sub-regulation (2) or changes in particulars of ultimate beneficial owners in terms of sub-regulation (3) of Regulation 19A:

Sr. No.	Particulars	Response
i.	The Company has received, during the <year>, declaration filed by the new members in Form 23, or declaration(s) for	Yes/No
	changes in the beneficial ownership or controlling interest from the member(s) in Form 24, as required under sub-regulation (2) or sub-regulation (3) of regulation 19A, respectively.
ii. If reply to (i) is Yes,	The Company has noted the accurate and updated particulars of its ultimate beneficial owners received through declaration(s) during the <year> in the register of ultimate beneficial owners, as specified under sub-regulation (4) of regulation 19A, and in compliance with the provisions of sub-section (2) of section 123A of the Act.	Yes/No
iii.	The board of directors of the Company has authorized its chief executive officer or one of its directors or officers to provide the information required under sub-regulation (6) of regulation 19A to the registrar or any other authority or agency pursuant to the powers to call for information entrusted by law to such authority or agency, and to provide further assistance as may be required.	Yes/No
v. If reply to (iii) is yes,	The Company has nominated the following officer, as required in terms of sub-regulation (6) of regulation 19A:	1. Name _____________________ 2. Father’s Name ______________ 3. Designation _______________ 4. NIC No. _________________ 5. Cell No. ________________ 6. Email address 7. Usual residential address _______________

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.

3.2 Name of Authorized Officer with
designation

3.3 Signatures

Day
Month
Year

3.5 Date

For the first time the company issues notice to its members in form 22, the month during which such notices have been issued shall be mentioned.

ANNEXURE-I THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 112 & 448]

Register of Mortgages, charges, pledge etc., to be maintained by a company

Name of Company______________________________________________ CUIN_________________________________

Serial Number of document on file	Date of registrati on	Date of creation of each mortgage, charge, etc. and description thereof.	Date of acquisition of the property if acquired subject to mortgage, charge etc.	Amount secured by the mortgage, charge, etc. other than redeemable capital or debentures	Short particula rs of the property mortgag e charged, etc.	Gist of the terms or conditions or extent or operation relating to the mortgaged, charged, etc.	Names address and description of the mortgagees or trustees for the redeemable capital or debentures or persons entitled to charges	Particulars relating to issue of redeemable capital debentures of the series Total amount secured by series of debenture /redeemabl e capital	Date and amount of each issue of the series /redeemable capital	Dates of resolutions authorizing the issue of the series /redeemable capital	Date and description of covering deed
1	2	3	4	5	6	7	8	9	10	11	12

Particulars of modification of mortgage, charge etc.			Memorandum of satisfaction			Receiver / manager
Date of Registration of modification	Date of brief description of instrument of modification	Brief particulars of nature and extent of modification	Amount	Nature	Date of satisfaction	Names, address and date of appointment	Mode of appointment	Date of ceasing to act
13	14	15	16	17	18	19	20	21

ANNEXURE-II

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.

CLD/CCD/PR (17)/2017

NOTIFICATION

DRAFT AMENDMENTS

Form A THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 130 & 424(5) and Regulation 4 & Regulation 36] ANNUAL RETURN

PART-I

PART-II

PART-III

Section-A

3.7 Legal Advisor

3.8 Particulars of Auditor(s)

3.9 Particulars of Share Registrar (if applicable)

Section-B

3.11 List of members & debenture holders on the date upto which this Form is made.

3.12 Transfer of shares (debentures) since last Annual Return was made (applicable for companies having share capital)

PART-IV (Applicable only for a company having obtained status of “Inactive company” from the registrar (Section 424 of the Act))

PART-V

INSTRUCTIONS FOR FILLING THIS FORM

INTIMATION ABOUT PRINCIPAL LINE OF BUSINESS OR CHANGE THEREIN

PART-I

PART-II

2.1 SECTION A — CHANGE IN PRINCIPAL LINE OF BUSINESS

2.2 SECTION B — INTIMATION ABOUT PRINCIPAL LINE OF BUSINESS

PART-III

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 COMPANY & FILING OF ALTERED MEMORANDUM AND ARTICLES OF ASSOCIATION

PART-I

PART-II

PART-III

PART-IV

Enclosures:

Form 3 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 70, 465 & 17(3) and Regulations 4, 12 & 14] RETURN OF ALLOTMENTS & TRANSFER OF SHARES

PART-I

PART-II (ALLOTMENTS OF SHARES)

2. Share Capital

2.8 SECTION C - ALLOTMENT OF BONUS SHARES

2.9 SECTION D - NAME, ADDRESSE, AND OTHER PARTICULARS, OF THE ALLOTTEES

PART-III (CHANGE OF MORE THAN TWENTY FIVE PERCENT IN SHAREHOLDING OR MEMBERSHIP OR VOTING RIGHTS)

3.1 Change in shareholding

3.2 Change in voting right

3.3 Change in membership

PART-IV (RECEIPT OF SUBSCRIPTION MONEY)

PART-V

Enclosures:

APPENDIX TO FORM 3 (On letterhead of auditors of the company or on letterhead of practicing chartered accountant/cost and management accountant)

PART-I AUDITORS’ CERTIFICATE VERIFYING RECEIPT OF CONSIDERATION MONEY [Section 70(1) and Regulations 4 & 12]

PART-II CERTIFICATE OF RECEIPT OF SUBSCRIPTION MONEY [Section 17(3) and Regulation 4]

PART-I

PART-II

PART-III

Enclosures:

[Section 32(1) (a) or (c) and Regulations 4 & 10] PETITION FOR ALTERATION OF MEMORANDUM

PART-I

PART-II

Applicable only in case of change in place of registered office

PART-III

Enclosures:

Form 6

THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 131(6) and Regulation 4]

STATUTORY REPORT

PART-I

PART-II

PART-III

Form 7

THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 85 and Regulation 4]

NOTICE OF ALTERATION IN SHARE CAPITAL, CONSOLIDATION OR DIVISION OF SHARES

PART-I

PART-II

PART-II

PART-III CONSOLIDATION, DIVISION OR SUB-DIVISION OF SHARES

PART-IV

Form 8 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 150 and Regulation 4] SPECIAL RESOLUTION

PART-I

PART-II

PART-III

Form 9 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 424(1) & 424(5) and Regulations 4 & 36] APPLICATION FOR OBTAINING STATUS OF INACTIVE COMPANY & VICE VERSA

PART-I

PART-II

PART-III

PART-IV

THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 100, 101, 105, 106, 109 & 448 and Regulations 4 & 18]

PARTICULARS OF MORTGAGES, CHARGES, PLEDGE, ETC. OR ISSUANCE OF REDEEMABLE CAPITAL OR ANY CHANGE THEREIN