1.
1- SERVICE AND AUTHENTICATION
OF DOCUMENTS
2 -STATUTORY BOOKS
3- FILING OF STATUTORY
RETURNS
SERVICE AND AUTHENTICATION OF
DOCUMENTS
Authentication of Documents
Verification of the genuineness of a document
or signature, to make it effective or valid.
Service of documents (section 48,49,50)
• Service upon
• Send to
• Address
• Modes of service
• A Company
• The Company or its
officer
• Registered office
• 1-registered post
• 2-By hand at registered
office
• By courier service
Continued
•
•
•
•
Service upon
Send to
Address
Modes of service
•
•
•
•
•
Registrar
Registrar
Registrars office
1-Registered post
2-By hand to him
personally
• 3-By hand to his office
under
acknowledgement
• 4-By courier service
Continued
• Service upon
• Send to
• Address
• Modes of service
• Members
• Members or his nominee
• Registered addresses within
Pakistan or another given
by him
• 1-by ordinary mail
• 2-by general advertisement
in newspaper
• 3-by registered post(in case
of dividend warrants only)
• 4-by courier service
• 5-physical delivery with
acknowledgement
AUTHENTICATION OF DOCUMENTS AND
PROCEEDINGS(Section-51)
• A document or proceeding requiring
authentication by a company may be signed by:
A.
B.
C.
D.
•
The Chief Executive
Director
Secretary
Other officer of the company
Authentication of a document or proceeding by
a company may need not be under its common
seal.
Statutory Books
Statutory Books
Statutory Books
• Statutory books and records are documents kept by a
company which detail important aspects of its
operations and structure.
Maintenance of Statutory Books and Records
• The maintenance of statutory books implies that the
records are kept up to date and where necessary, are
adjusted to reflect any changes that have taken place
within the company.
Statutory Books
• A running company must maintain certain records
about the company’s meetings, directors and
shareholders. These are known as 'statutory books'.
• Statutory books are kept for the benefit of the
shareholders and the general public.
• The company records must maintain as follows:
• Register of Members
Statutory Books
• Register of Directors and other officers.
• Register of Debenture holders (same particulars are
required as required by the register of members)
• Register of mortgages and Charges.
• Annual list of members
• Minutes of meetings of General meetings and
Directors
Register of Mortgages and Charges
By Registrar (SECTION-125)
The registrar shall keep, with respect to each company, a
register in the prescribed form of all mortgages and charges
1. Date of creation of each mortgage or charge.
2. Amount secured against such mortgage or charge.
3. Short particulars of the property mortgaged or charged.
4. The names of mortgages or persons entitled to the
charge.
5. The register shall be open to inspection to any person on
payment of prescribed fee.
By Company (Section 135)
a) A company is required to keep a register of mortgages
at its registerd office.
b) The company shall enter in the register of mortgages
and charges;
1.
2.
All mortgages and charges affecting property of the company;
and
All floating charges on the undertaking or on any property of
the company.
c) Such register shall give
1.
2.
3.
A short description of the property mortgaged or charged.
The amount of mortgage or charged, and
The names of mortgagees or persons entitled.
Register of Members and Debenture
Holders
Register of members (Section 147)
A. A company must have a register of its members
containing:
1. The names, father’s name, description, nationality,
occupation and addresses of the members;
2. The account and the number of their shares.
3. The date of the acquiring the shares.
4. The amount paid on the shares.
5. The date of entering a member in the register and
6. The date and reason for ceasing to be a member.
B. A company having more than 50 members must
keep an index of the register of members.
Register of Debenture Holders
(Section 149)
• Same particulars are required for the register of debenture
holders as are required for register of members as stated in
previous slide.
Annual List of Members (Section 156)
A. Every company shall once in each year, prepare annual return
of its members containing the particulars specified in Form A in
case of a company having share capital and in Form B in case
of a company not having share capital as:
1. On the date of the annual general meeting; or
2. Where such annual general meeting is not held or if held is
not concluded, on the last day of the calendar year to which
it relates.
Annual List of Members (Section 156)
B. Such annual return shall be filed with the registrar, within
45 days in case of listed company and 30
days in other
cases:
1. From the date of annual general meeting held in a year;
or
2. Where such annual general meeting is not held or if held is
not concluded , on the last day of the calendar year to
which it relates.
Minutes of Proceedings of General
Meetings and Directors (Section-173)
a) A company shall keep, at its registered office, a fair and
accurate summary to be entered in properly maintained books,
of the minutes of all proceedings of :
1.
2.
3.
General meetings
Meeting of its directors and
Meetings of committees of director along with the names of those
participating in such meetings.
b) A copy of minutes of board of directors meeting shall be
furnished to every director within 14 days of the date of
meeting.
c) The minutes of the meeting signed by the chairman of that
meeting or chairman of the next meeting shall be evidence of
the proceeding of that meeting.
Continued…
d)
e)
The books containing the minutes of all such
meetings, as stated above shall be kept at the
registered office of the company.
The books containing the minutes of proceedings
of general meetings shall be open to the
inspection by members without any charge during
business hours, not being less than two hours in
each day and subject to such restrictions as the
company by its articles or in a general meeting
may impose.
Register of Directors and other
officers (Section-205)
• A company shall keep at its registered office a
register of its directors and officers, including;
-
The chief executive
Managing agent
Secretary
Chief accountant
Auditors and
Legal adviser
Containing with respect to each of them such
particulars as may be prescribed.
Register of Directors and other
officers (Section-205)
• Every person referred above shall, with in the period
of ten days of his appointment, furnish to the
company prescribed particulars so as to be entered in
the registers.
• The company shall, with in fourteen days of the
appointment of the above said person file a return to
the registrar containing prescribed particulars.
• The register so prepared shall be open for inspection
to any member of the company during the business
hours.
Register of contracts, Arrangements &
Appointments in which Directors are
concerned or interested (Section-219)
A company shall keep, at its registered office, a register
of contracts, arrangements and appointments in which
directors or officers are concerned or interested and
shall enter the following particulars:
1. The date of contract, arrangement or appointment.
2. The names of the parties involved in such contract,
arrangement or appointment.
3. The principal terms and conditions there of;
Register of contracts, Arrangements &
Appointments in which Directors are
concerned or interested (Section-219)
4. The date on which it was placed before the directors.
5. The names of directors voting for and against of such
contract, agreement or appointment and of those
who remain neutral.
6. The names of the directors or officers concerned or
interested to such contract, arrangement or
appointment and the extent or nature of their
interest.
Register of Shareholdings of Directors
(Section-220)
A listed company is required to keep, at its registered
office, a register in respect of each:
1.
2.
3.
4.
5.
6.
Director
Chief executive
Managing agent
Chief accountant
Secretary or auditor of the company &
A person holding not less than 10% of the beneficial
interest of the company.
…….
Register of Shareholdings of Directors
(Section-220)
Particulars regarding the number, description and amount of
any shares in or debentures of
1. The company; or
2. Any other body corporate being the company subsidiary
or holding company, or of which he has a right to become
holder, whether on payment or not
SECP
• SECURITIES AND EXCHANGE COMMISSION OF
PAKISTAN (SECP)
• GUIDE ON‘FILING OF STATUTORY
RETURNS
Statutory Return
• What is a ‘Statutory Return’?
• All the Forms/returns or documents required to be
filed with concerned authorities i.e., registrar
concerned, Commission and Stock Exchanges under
Companies Ordinance, 1984 , are termed as
Statutory Returns.
• Statutory return contains information which are filed
with the registrar concerned of the Company
Registration Office (CRO) where they are made
publicly available, so that anyone can verify the
details about any company.
What is the utility of statutory returns for
stakeholders?
• The company record is open for inspection by the
general public
– so that the stakeholders e.g., banks, investors, vendors,
suppliers, creditors, importers , exporters etc, may be well
informed with state of affairs of the Company,
– make decisions about their investment and to deal
business with the Company.
• These stakeholders and any member of public can also
obtain certified true copies of the relevant corporate
record of the companies, when needed or asked by any
institution as part of documentation.
• Therefore, it is important to file statutory returns so that
updated record of the Company could be
maintained/made available by the registrar concerned
Modes of submission of statutory
returns
• What are the modes of submission of statutory
returns?
• There are two modes of filing statutory returns with
the registrar concerned:
• i. e-Filing: You may file returns online through
eServices.
• ii.Physical :
• Personally: You may visit the CRO and file the return
by hand.
• By post: You may post the return through registered
mail or courier at the postal addresses of CROs
Can information given by the Company in simple
letter, without prescribed form and fee, be
considered as submitted return with the registrar
concerned?
• No. Any information which is required to be notified
by the Company should be filed on the prescribed
form with the applicable fee.
– For example, if the Company changes its registered
office address, the company cannot simply send a
letter to notify Registrar that company had changed
its registered office address from one place to
another.
– The company should report the same on prescribed
Form 21.
From where format of returns/forms
be obtained?
Formats of returns/forms can be obtained from
• Online:
• In case of online submission, the statutory
returns/ forms on the prescribed format
containing the existing information shall
automatically appear in the eServices portal
Continued..
• In case of physical submission, there are three
sources of getting statutory returns/Forms:
– You may refer to the Rules and find the relevant
statutory form.
– You may download these formats from the
Commission’s website at the link
http://www.secp.gov.pk/forms.asp which is the quickest
and easiest way to get the forms.
– You may visit the regional offices of the Commission
(Company Registration Offices) personally and get forms
free of cost.
Filing Fee or Forms/Returns
• What is filing fee of forms/returns?
• The filing fee of various returns/forms is
prescribed in 6th Schedule to the Ordinance,
which may be accessed at Commission’s
website.
Points to remember while submitting/
completing hand written filled
return/form:
• In case of physical submission, if a company wants to
submit hand written filled returns, it is necessary
that
– it should not be filled with ink, as writing may be
erased if it becomes wet/moist, resulting into loss of
information.
– It should be therefore, filled in by using ball point.
– Since all the returns filed by the Companies are
scanned to create electronic data base of the
Companies, therefore, it should also be ensured that
writings are clear and easily recognized/readable by
the scanners.
When return will be considered filed with the
Registrar in the prescribed period?
• Filing of returns/forms does not take place
until
– these reach with the Registrar office with in the
prescribed period as laid down under the
law/rules.
– For example, Form-29 is required to be filed
within 14 days of the date of reporting change. It
means Form-29 should be received by the
Registrar within 14 days of the change, otherwise
it will be considered late filing of Form/return.
Who is responsible to file returns/ forms with
the Registrar/Commission?
• Management of the Company is responsible
for filing of the forms/returns within statutory
time period.
– Legal/corporate consultant’s services may be hired
for this purpose, but responsibility to file statutory
returns within due time rests entirely with Chief
Executive and directors.
The End
Management and Administration
In this portion of corporate law we have done these topics
1. Directors
2. Chief Executive and Managing Agents
3. Company Secretary
4. Share Holders and members
5. Meetings and Proceedings
6. Resolutions and political contributions
7. Investments by a company
8. Contracts of a company including those with sole
purchase and sales agents
9. Service and authentication of documents
10. Statutory books