Ministry of Industry and Commerce
Department of Registrar of Companies
Performance Report and Annual Accounts
2010
Head - 297
Samagam Medura
No. 400, D.R.Wijewardena Mawatha,
Colombo 10.
Index
1. Introduction
1.2 Objects and Functions
1.3 Units and their functions
1.4 Priorities
1.5 Facilitation Offices
2. Performance
2.1 Registration of Companies
2.1.1 Company Registration details under the Companies Act No. 07 of
2007
2.1.2 Number of names of companies struck off
2.2 Registration of Societies
2.2.1 Details of Registration of Societies
2.3 Registration of Auditors and Company Secretaries
2.4 Registration of Public Contracts
3. Financial Performance
3.1 Company Fund
3.1.1 Revenue and Expenditure Account
3.1.2 Balance Sheet
3.1.3 Liquidation account of Companies
3.2 Revenue account
3.2.1 Account of Company Registrar
3.2.2 Account of fees of public contract registrar
3.3 Appropriation Account
3.4 Public Officers Advance “B” Account
Vision
“Develop and foster a trusted business environment by making available an effective regulatory regime
capable of instilling a culture of good governance covering the business sector in Sri Lanka”
Mission
“The Department of the Registrar of Companies in accordance with the economic and trade policy of
the Government of Sri Lanka endeavours to give legal form to business and other institutions under
the Acts administered by it and regulate their functions.”
1. Introduction
It is 60 years since the registration of companies was first brought under a Registrar of companies and
established as a separate department. It continues as the main storehouse of information of companies
registered under the Companies Acts. The Registrar General of Companies is the head of the department
in whom the supervisory and regulatory powers of the Companies Act have been vested. One Deputy
Registrar of Companies and four Assistant Registrars constitutes the permanent cadre. An Accountant
and an Administrative Officer appointed from the Combined Service form the management and
administrative team of the department. The support staff comprises 4 Inspectors on its permanent cadre
and 52 Management Assistant service officers and minor staff appointed from the combined service. The
department at present provides an Island wide service in the subjects assigned to it.
1.2 Objects and Functions –
The principal object of the department is to implement, administer and enforce the several pieces of
legislation assigned to it, which are the
(a) The Companies Act No. 7 of 2007
(b) The Societies ordinance chapter 123
(c) The Cheetu Ordinance No.61 of 1935
(d) the Public Contracts Act No. 3 of 1987.
(a) The Companies Act No.7 of 2007 includes the following functions
i. Incorporation of Private Limited Liability Companies
ii. Incorporation of Public Limited Liability Companies.
iii. Registration of Foreign Companies
iv. Incorporation of Unlimited Companies
v. Incorporation of Companies Limited by Guarantee
vi. Incorporation of associations
vii. Conversion of Public corporations and Government owned business undertakings into Public
companies under the Act No.23 of 1987
viii. Registration of Auditors and Company Secretaries
(b) Societies Ordinance Chapter 123
The regulation of societies registered under the ordinance. The number of societies registered as at 30th
September 2011 was 11026.
(c ) Cheetu Ordinance No.61 of 1935
The Cheetu Ordinance provides for the registration and regulation of cheetus.
(d) Public Contracts Act No.3 of 1987
This Act provides for the registration of persons who act as agents, sub agents, representatives or
nominees of any tenderer for a public contract exceeding Rs.5 million.
1.3 Units and their functions
(a) Information Unit
Three experienced and well trained senior officers capable of attending to most inquiries expeditiously have
been appointed to serve in this unit. All documents brought in by the public are scrutinised by them before
they are accepted. This procedure ensures minimum inconvenience and delays in the registration and issue
of certified copies of documents.
(b) (b) Approval of Names and Incorporation of new Companies
Two very senior officers who report directly to the Registrar General of Companies, have been assigned the
task of approving of names of companies and incorporation of new companies. Usually a name is approved
the day after the application is presented and in the case of incorporation the certificate is issued on the day
after the documents are received. The total number of new companies registered under the Companies Act
No.7 of 2007 up to 30th September 2011 is 24052. Total number of companies registered as at 30
th
September 2011 is 5993 and it is an increased of 40.35 % over the same period in 2010. Total number of
existing companies as at 30th September 2011 is 48961.
(c) Registration Units
The registration of documents and issue of certified copies of documents constitutes the bulk of the work of
the department. This work is carried out in four units manned by 24 Public Management Assistant Service
Officers, each unit functioning under an Assistant Registrar.
(d) Liquidation Unit
Liquidation of Companies is a separate subject assigned to one of the assistant registrars. The number of
companies under liquidation at present is 75 while there are 168 companies which are not carrying on
business that are in the process of being struck off the register.
Dissolution and Cancellation of Companies from 1st January 2011 to 30
th September 2011
Members voluntary liquidation 46
Creditors voluntary liquidation 08
Court winding up 20
Striking off under section 394 of the Act 128
Striking off under amalgamation (section 245) 21
Total 223
(e) Re-registration Unit
This unit which was established in May 2007 with the introduction of the Companies Act No. 7 of 2007 to
facilitate the re-registration of companies, has completed the bulk of its work. The unit was headed by an
Assistant Registrar and was manned by 13 clerks specially recruited for the purpose on a temporary basis.
The following figures show the present position.
Applications
received
Number
Registered
Number of Names of
Companies Struck off for
Failing to Reregister
Applications
Pending
26202 24823 35812 1120
(f) Record Room
A Documents Investigation Technology Assistant and nine minor employees man the record room under
the supervision of an Assistant Registrar of Companies. The number of company files in the record room
keeps increasing on a daily basis. The urgent need for automation of the department and particularly the
record room is being felt increasingly.
(g) Prosecution Unit
The department has a cadre of four Inspectors on the permanent staff to handle the prosecution work of
the department. They institute prosecutions against defaulting companies and directors as well as carry
out inspections and assist in inquiries. Currently there are three vacancies that have to be filled. The
number of new prosecutions instituted in 2011 is 13 In addition 859 offences were compounded without
prosecution. Total value of compounding charges is Rs. 2,348,250/=
(h) Accounts and Establishments Units
Two separate units under an Accountant and the Administrative Officer respectively are entrusted with
the accounting and administrative functions of the department. The total income for the year as at 30th
September 2011 was Rs. 133.48 million and the total expenditure Rs.41.5 million.
1.4 Priorities
Automation of the department
The project to computerise the department is gaining momentum. Expressions of Interest have been
invited and they are being processed. It is expected to complete the project in 2012
1.5 Facilitation Offices
A facilitation office was opened in Vavuniya in July of this year under the Government Agent of the
district.
2. Performance
2.1 Registration of Companies
2.1.1 Company Registration details under the Companies Act No. 07 of
2007
Category of Companies 2007 2008 2009 2010 As at
October2011
Private limited liability
companies
Public limited liability
company
Companies limited by
guarantee
Associations
Foreign companies
Off-shore companies
2534
339
21
56
13
00
4075
246
23
154
32
01
3863
199
26
106
28
01
5752
358
37
161
30
03
5239
569
37
104
36
01
Registered companies
Re registration of
companies
2963
1928
4531
9784
4223
7606
6341
3095
5986
2201
Total 4891 14315 11829 9436 8187
Number of functioning
companies
4 891
19206
31035
40471
48658
2.1.2 Number of names of companies struck off
Under the section 394(3) - 535
Creditors voluntary - 29
Members voluntary - 160
Court winding up - 52
Under amalgamation - 55
Under the section 487(3) of Companies Act - 35812
05
2.2 Registration of Societies
2.2.1 Details of Registration of Societies
Category of
Society
Before
2008
2008 2009 2010 As at November
2011
Grameeya
Sanwardana
Isuru
Sanwardana
Kantha Samithi
Mithuru
Sanwardana
Other
Sarvodaya
Viharasthana
54
76
01 -
22
127
88
-
01
- -
05
41
42
-
38
- -
19
93
34
-
22
02
47
40
36
218
Total 10150 368 89 184 365
Total number of Registered Societies as at 30.11.2011 = 11156
2.3 Registration of Auditors and Company Secretaries
Auditors Company Secretaries
2007 2008 2009 2010
47
31
47
65
597
387
493
545
2.4 Registration of Public Contracts
Quantity Revenue
2007 2008 2009 2010
926 2702 2635 2883
463000.00
1351000.00
1358000.00
1482000.00
2.5 Registration of Documents under the Companies Act No. 07 of 2007
2009 2010
Category of Documents Quantity Revenue Quantity Revenue
Amalgamation 240 84000.00 170 59500.00
Court Orders 40 14000.00 32 11200.00
Debenture of Shares 1 750.00
Change of Name 310 108500.00 410 143500.00
Registration of Companies limited by gurantee 147 1755500.00 204 2448000.00
Notice of Share issue 3058 1070300.00 4498 1574300.00
Calls on shares 2 700.00 1 350.00
Notice of Reduction of Stated capital 22 7700.00 20 7000.00
Notice of aquire of redeem its own shares 59 20650.00 92 32200.00
Certificate of Charges 1921 1440750.00 1983 1487250.00
Particulars of Issuing Debentures 1 350.00 1 750.00
Statement of veryfiying the releasment of Charges 52 18200.00 47 16450.00
Change of the Registered office 2226 779100.00 2072 725200.00
Change of the location of company records 452 158200.00 170 59500.00
Annual Returns 21428 53570000.00 23457 58641750.00
Annual Returns ( limited by gurantee) 569 1422500.00 593 1482500.00
Notice of the location of accounting records 4 1400.00 8 2800.00
Change of balance sheet date 20 7000.00 27 9450.00
Consent of director 19201 6720350.00 26903 9416050.00
Consent of Secretary 6233 2181550.00 8586 3005100.00
Notice of the Change of Director / Secretary 10003 3507350.00 9407 3294100.00
Notice 2 700.00 2 700.00
Alteration of details in Off-shore company 4 1400.00
Cessation of business as an Off-shore company 4 1400.00
Court winding up 16 5600.00 12 4200.00
Members voluntary liquidation 43 15050.00 44 15400.00
Creditors voluntary liquidation 5 1750.00 8 2800.00
Receipts and Payments of liquidators account 136 47600.00 102 35700.00
Case of non insolvency 45 15750.00 47 16450.00
Final meeting report of winding up 38 13300.00 30 10500.00
Final meeting report of subscribers and creditors 5 1750.00 9 3150.00
Liquidators report 76 26600.00 40 350.00
Result of the meeting of creditors 2 700.00
Appointment of Administrator 1 350.00
Alteration of details in foreign company 104 36400.00 74 25900.00
Name change of foreign company (a) 1 350.00
Name change of foreign company (b) 4 1400.00 6 2100.00.
Cessation of business as a foreign company 46 16100.00 7 2450.00
Notice of special resolution 1102 385700.00 1378 482300.00
Re registration of public company 17 17000.00 8 8000.00
Local address of a foreign company 31 10850.00 35 12250.00
Particulars of directors in foreign company 30 10500.00 35 12250.00
Particulars of the authorized officer of foreign company,
in this country
31 10850.00 36 12600.00
Fines 841 2511100.00 1179 3180250.00
Financial Statements 2757 964950.00 2728 954800.00
Letters 300 105000.00 391 136850.00
License 62 21700.00 97 33950.00
Search of bonds 197 29550.00 173 25950.00
Approval of names 9376 3281600.00 13165 4607750.00
Renewal of foreign company 1 50000.00 2 100000.00
Prospectus 3 1050.00 12 4200.00
File search 14627 1462700.00 13232 1323200.00
Issuing certified copies 27655 7406848.00 31748 8778819.00
3 FinancialPerformance
3.1 Company Fund
3.1.1 Revenue and Expenditure Account
Company Fund established under the provisions of Companies Act
No 07 of 2007 - Revenue and Expenditure Account
for the year ended 31.12.2010
2010 2009 2008
Revenue Notes
Collected revenue during the year 1 170,497,268 145,348,586 226,210,166
Less : Payments for deputy secretary
of treasury 2 56,417,525 47,399,221 74,980,105
Pay back from revenue 13,567 24,775
Revenue of the Fund 114,079,743 97,935,799 151,205,286
Add : Other revenues 202,841,819 168,458,767 95,792,738
Rent of buildings 3 6,846,000
9,107,312 6,980,000
Interest of Treasury Bills/Bonds 4 195,303,532
159,311,625 88,693,705
Rent of Canteen 5 6,000 6,000 4,000
Other revenue 20 33,830 108,728
Transfer of expired cheques for revenue 686,267 - 6,305
Total revenue 316,921,563 266,394,566 246,998,024
Less: Recurrent expenditure Expenditure of administration and
establishment 32,199,801 55,490,834 37,341,110
Overtime allowances 6 1,004,962 901,395 812,116
Other allowances 7 2,140,200 2,106,400 1,508,490
Travelling Expences - Local 8 80,111 92,957 115,588
Travelling Expences - overseas 409,274 500,000 339,082
Stationary and office necessities 1,472,277 1,135,488 1,348,195
Fuel 306,508 281,937 296,105
Uniforms 43,168 48,220 18,836
Medical supplies 5,000 5,000 5,000
Other 445,492 399,251 399,121
Maintenance of vehicles 418,948 298,810 252,436
Plant and equipments 11 2,598,334 2,500,242 2,378,122
Buildings 395,004 574,323 46,672
Transportation 9 54,185 51,505 20,634
Postal and Telecommunication 10 858,150 653,921 651,781
Electricity and water 12 9,224,240 11,205,891 10,475,838
Amount of Rate 1,525,000 1,524,600 1,688,400
Other 13 5,593,896 30,270,944 7,328,501
Restructureing 2,742,856 0 0
Training 180,000 0 116,613
Depreciation 14 2,702,195 2,939,950 3,350,649
Struck off the nominal value of
treasury bills 0 6,188,931
Surplus 284,721,762 210,903,732 209,656,914
316,921,563 266,394,566 246,998,024
3.1.2 Balance Sheet
Company Fund established under the provisions of Companies Act No. 07 of 2007
Balance Sheet as at 31.12.2010
Assets Notes 2010 2009
Fixed Assets Cost
Accumilated
Depreciation Net value Net value
Office building 14.3
124,646,924
20,073,444
104,573,480
105,568,009
Motor Vehicle 14.5
5,615,058
2,023,119
3,591,938
3,991,043
Office equipments 14.1
5,776,262
2,583,503
3,192,759
3,048,341
Computers and Micro Filming Mechines 14.2
6,489,468
3,199,604
3,289,865
4,781,304
Library books 14.4 281,681
163,661 118,020 201,234
142,809,393
28,043,330
114,766,062
117,589,931
Investments
Treasury Bills/ Bonds 15
1,365,013,782
1,095,777,225
Share Investments
90,275,000
90,275,000
Current Assets
1,570,054,844
1,303,642,156
Receivable interest of Treasury Bills 4
58,573,719
57,310,478
Pre payments 16
589,673
453,178
Receivable electricity and water charges 16
523,457
Receivable rent income of buildings 3
1,711,500
1,517,885
Gurantee deposits of security service
25,000
25,000
Receivable rent of Canteen -
5,500
Current inventory items 23
34,997
Balances of Bank Accounts 17
26,111,315
87,569,661
12,174,429
Total Assets 1,657,624,505
1,375,128,626
Company Fund
Accumulated Fund (Opening balance of the
year) 22
1,358,510,290
1,149,459,998
Add: Excess revenue more than annual
expenditure (Surplus)
284,721,762
210,903,732
1,643,232,052
1,360,363,730
Add/ Less : Repayment from income -
6,305
1,643,232,052
1,360,357,425
Less : Current Liabilities
Accrued expenditure 18
165,850
1,098,185
Receipts for liquidation account 19
13,830,196
13,292,395
Security deposit 20
231,621
236,621
Deposit account 21
164,785
144,000
With holding tax payable to Inland
Revenue
14,392,453
Accumulated fund and current liabilities 1,657,624,505
1,375,128,626
3.1.3 Liquidation account of Companies
2007 2008 2009 2010 2011
Opening balance 12592041.00 12785156.15 12818927.79 13292394.90 13830196.37
Receipts 198115.10 45337.50 473466.96 537801.41
Payments 5000.00 11565.71 - -
Final balance 12785156.15 12818927.79 13292394.90 13830196.37
3.2 Revenue account
3.2.1 Account of Company Registrar
Revenue code - 2003-02-10
Details of Revenue - Fees of Company Registrar
Fundamental
estimation
Revised estimation of
revenue
Collection of net
revenue
42,000,000.00 42,000,000.00 56,504,525.00
3.2.2 Account of fees of public contract registrar Revenue code - 2003-02-12
Details of Revenue - Fees charged under the public contract act
Fundamental
estimation
Rs.
Revised estimation of
revenue
Rs.
Collection of net
revenue
Rs.
1,000,000.00 1,300,000.00 1,482,000.00
3.2.3 Reports of deficiency of revenues as at 30.06.2011
Report of deficiency of Revenues
(i) Statutory Authority:- Department of Registrar of Companies
(ii) Revenue Unit :- Fees of Registrar of Companies
(iii) Revenue No.:- 20.03.02.10
Deficiency of Revenue
As at
31.12.2008 2009 2010
As at
31.12.2011
Causes for
deficiency
The actions taken
for collect
deficiency
Assurance of
availability of
collecting
deficiency
Particulars
Rs. Rs. Rs. Rs.
(1). (2). (3). (4). (5). (6). (7). (8).
20.03.02.10
2,549,167 3,985,833
10,869,167
Not
submition
of Annual
Returns by
registered
companies
* Written notice is
given to directors
and company to
submit annual
returns who are not
submitted, after the
end of the due time
By institution of
prosecution under the
omission against
functioning companies
to collect deficiency,
after being noticed
Fees of
Registrar of
Companies
* Not issuing of
certified copies for
such companies
* Actions are taken
under the section
394 of the Act by
considering as a not
functioning company
Appropriation Account - 2010
Expenditure Head No. 297
Name of Ministry / Department : Department of Registrar of Companies
Pro
gra
mm
e N
um
ber
giv
en i
n A
nn
ual
Est
imate
s
Title of the Programme
given in Budget Estimates
(1) (2) (3) (4) (5) (6)
Provision in
Budget
Estimates
Supplimentary
Provision and
Supplimentary
Estimate
Allocation
Transfers
in terms
F.R. 66 and
69
Total Net
Provision
(1+2+3)
Total
Expenditure
Net Effect
Saving/(Excess)
(4-5)
Rs. Rs. Rs. Rs. Rs. Rs.
1 Administration of the
companies Act
Recurrent
Personal Emoluments 22,900,000 -80,000 22,820,000 21,430,000 1,390,000
Transfers 50,000 80,000 130,000 123,000 7,000
Sub Total (Recurrent) 22,950,000 - 0 22,950,000 21,553,000 1,397,000
Capital
Sub Total (Capital)
Total of Recurrent 22,950,000 - 0 22,950,000 21,553,000 1,397,000
Total of Capital
Grand Total 22,950,000 - 0 22,950,000 21,553,000 1,397,000
3.4 Public Officers Advance “B” Account
Reconciliation statement as at 31.12.2010
Subject No. 29701
Maximum limit of
expenditure
Rs.
Minimum limit of
receipts
Rs.
Maximum limit of
debit balance
Rs.
Approved limit of
appropriation account
Revised limit during the
year
Actual values (297011)
for the year ended
Cross entries among the
heads (297012)
4,500,000.00
-
1,980,598.00
765,500.00
2,100,000.00
-
2,266,837.36
975,918.05
32,000,000.00
-
14,540,571.00
-
Public Officers Advance “B” Account and Control Account
As per departmental books as per treasury books
Rs. Rs.
Opening balance in 2010 14,540,571.00 14,032,422.61
Add
Credits during the year 2010 2,746,098.00 2,746,098.00
Less
Debits during the year 2010 3,242,755.41 3,242,755.41
The total balance at end 14,043,914.24 13,535,765.20
of the year 2010