1.

1- SERVICE AND AUTHENTICATION OF DOCUMENTS

2 -STATUTORY BOOKS 3- FILING OF STATUTORY

RETURNS

SERVICE AND AUTHENTICATION OF DOCUMENTS

Authentication of DocumentsVerification 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. The Chief ExecutiveB. DirectorC. SecretaryD. 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 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

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 charges1. 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. All mortgages and charges affecting property of the

company; and2. All floating charges on the undertaking or on any property of

the company.

c) Such register shall give 1. A short description of the property mortgaged or charged.2. The amount of mortgage or charged, and3. 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 and6. 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; or2. 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. General meetings2. Meeting of its directors and3. 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) The books containing the minutes of all such meetings, as stated above shall be kept at the registered office of the company.

e) 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. Director2. Chief executive3. Managing agent4. Chief accountant5. Secretary or auditor of the company &6. 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; or2. 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. Directors2. Chief Executive and Managing Agents3. Company Secretary4. Share Holders and members5. Meetings and Proceedings6. Resolutions and political contributions7. Investments by a company8. Contracts of a company including those with sole purchase

and sales agents9. Service and authentication of documents10. Statutory books