Corporate restructuring refers to changes in a company's ownership, business model, assets, or alliances to improve shareholder value. It can involve reorganizing ownership, business operations, or assets. Common types of restructuring include mergers, acquisitions, divestitures, spin-offs, and joint ventures. Mergers are done horizontally within an industry, vertically with suppliers or customers, concentrically to share expertise, or conglomerately across industries. The goal is often to gain competitive advantages through economies of scale, expanded resources or markets, or reduced costs. Regulatory approval and shareholder approval are typically required for major restructuring transactions.
Financial restructuring is the process of rearranging a company's financial structure to avoid liquidation. It is necessary when companies face issues like misappropriated funds, obsolete technology, inefficient resource use, or external factors causing losses. Financial restructuring can involve reducing debt, reorganizing equity capital through share issuances or buybacks, or altering share capital through consolidation, subdivision, or conversion to stock. The goals are to make a company's capitalization balanced and improve its competitiveness and efficiency. Court approval and shareholder approval through special resolution are required for financial restructuring plans involving reductions to share capital.
This document discusses borrowing powers under company law. It notes that trading companies have an implied power to borrow, while non-trading companies must be expressly authorized to borrow in their memorandum and articles of association. It also discusses unauthorized or "ultra vires" borrowings, noting that borrowings beyond a company's authorized amount are void, though lenders may have remedies against directors or seek to recover funds. Examples of cases related to ultra vires borrowings are provided. Finally, it briefly outlines different types of borrowings and forms of security that can be provided for borrowings.
This document provides an overview of corporate governance. It defines corporate governance as applying best management practices and complying with laws and ethical standards to effectively manage a company and create wealth for stakeholders. Good corporate governance provides benefits like better access to financing, lower costs of capital, improved performance, and reduced risk. The four pillars of corporate governance are accountability, fairness, transparency, and independence. In India, organizations like CII and SEBI have worked to establish corporate governance standards and regulations like Clause 49 to strengthen practices at publicly listed companies.
This document discusses key aspects of partnership law under the Partnership Act 1932. It defines a partnership as a relation between persons who agree to share profits from a business carried on by them. A partnership deed lays out rights and obligations of partners such as profit sharing ratios and salary. Essential elements of a partnership include association of two or more persons, existence of a contract, carrying on a business, and sharing of profits. The document describes different types of partners and their roles, as well as rights and duties of partners. It concludes by distinguishing between unlimited and limited liability of partners.
The articles of association are the internal rules and regulations of a company that are subordinate to and controlled by the memorandum of association. They deal with member rights and carrying out the aims of the memorandum. The articles must contain certain provisions depending on the type of company, such as restricting share transfers for a private company. They typically contain rules regarding share capital, meetings, directors, accounts, and winding up. The articles are signed by subscribers in the presence of a witness.
A presentation on private placements in India. If you like my presentation, please share. And I would like to know your thoughts, so comment and let me know.
This document provides an overview of venture capital. It defines venture capital as a means of equity financing for rapidly growing private companies. Venture capital firms invest funds professionally, often focusing on specific sectors like IT, biotechnology, or healthcare. They provide capital needed for startups, development, or expansion of companies. Venture capital involves high risk but can help innovative entrepreneurs and growing companies that are too small for public markets or bank loans. The document discusses venture capital stages, objectives, methods of financing, and exit strategies. It also outlines regulations for venture capital in India.
Corporate restructuring refers to changes in a company's ownership, business model, assets, or alliances to improve shareholder value. It can involve reorganizing ownership, business operations, or assets. Common types of restructuring include mergers, acquisitions, divestitures, spin-offs, and joint ventures. Mergers are done horizontally within an industry, vertically with suppliers or customers, concentrically to share expertise, or conglomerately across industries. The goal is often to gain competitive advantages through economies of scale, expanded resources or markets, or reduced costs. Regulatory approval and shareholder approval are typically required for major restructuring transactions.
Financial restructuring is the process of rearranging a company's financial structure to avoid liquidation. It is necessary when companies face issues like misappropriated funds, obsolete technology, inefficient resource use, or external factors causing losses. Financial restructuring can involve reducing debt, reorganizing equity capital through share issuances or buybacks, or altering share capital through consolidation, subdivision, or conversion to stock. The goals are to make a company's capitalization balanced and improve its competitiveness and efficiency. Court approval and shareholder approval through special resolution are required for financial restructuring plans involving reductions to share capital.
This document discusses borrowing powers under company law. It notes that trading companies have an implied power to borrow, while non-trading companies must be expressly authorized to borrow in their memorandum and articles of association. It also discusses unauthorized or "ultra vires" borrowings, noting that borrowings beyond a company's authorized amount are void, though lenders may have remedies against directors or seek to recover funds. Examples of cases related to ultra vires borrowings are provided. Finally, it briefly outlines different types of borrowings and forms of security that can be provided for borrowings.
This document provides an overview of corporate governance. It defines corporate governance as applying best management practices and complying with laws and ethical standards to effectively manage a company and create wealth for stakeholders. Good corporate governance provides benefits like better access to financing, lower costs of capital, improved performance, and reduced risk. The four pillars of corporate governance are accountability, fairness, transparency, and independence. In India, organizations like CII and SEBI have worked to establish corporate governance standards and regulations like Clause 49 to strengthen practices at publicly listed companies.
This document discusses key aspects of partnership law under the Partnership Act 1932. It defines a partnership as a relation between persons who agree to share profits from a business carried on by them. A partnership deed lays out rights and obligations of partners such as profit sharing ratios and salary. Essential elements of a partnership include association of two or more persons, existence of a contract, carrying on a business, and sharing of profits. The document describes different types of partners and their roles, as well as rights and duties of partners. It concludes by distinguishing between unlimited and limited liability of partners.
The articles of association are the internal rules and regulations of a company that are subordinate to and controlled by the memorandum of association. They deal with member rights and carrying out the aims of the memorandum. The articles must contain certain provisions depending on the type of company, such as restricting share transfers for a private company. They typically contain rules regarding share capital, meetings, directors, accounts, and winding up. The articles are signed by subscribers in the presence of a witness.
A presentation on private placements in India. If you like my presentation, please share. And I would like to know your thoughts, so comment and let me know.
This document provides an overview of venture capital. It defines venture capital as a means of equity financing for rapidly growing private companies. Venture capital firms invest funds professionally, often focusing on specific sectors like IT, biotechnology, or healthcare. They provide capital needed for startups, development, or expansion of companies. Venture capital involves high risk but can help innovative entrepreneurs and growing companies that are too small for public markets or bank loans. The document discusses venture capital stages, objectives, methods of financing, and exit strategies. It also outlines regulations for venture capital in India.
The Concept
A stable strategy arises out of a basic perception by the management that the firm should concentrate on using its present resources for developing its competitive strength in particular market areas.
In simple words, stability strategy refers to the company’s policy of continuing the same business and with the same objectives
A firm pursues stability strategy when
1. It continues to serve the public in the same product or service, market, and function sectors as defined in its business definition.
2. Its main strategic decisions focus on incremental improvement of functional performance.
2. Corporate Restructuring is the process of redesigning one or more aspects of a company.
3. The process of reorganizing a company may be implemented due to a number of different factors, such as positioning the company to be more competitive, surviving a currently adverse economic climate, or acting on the self confidence of the corporation to move in an entirely new direction.
The document summarizes the key aspects of the Banking Regulation Act of 1949 in India. It defines banking and banking companies. It outlines the main and subsidiary business activities banks can engage in, as well as prohibited activities. It discusses capital requirements for domestic and foreign banks. It also covers management structure requirements, liquidity reserves like SLR and CRR, licensing provisions, RBI powers of supervision and control, return filing obligations, winding up procedures, and reforms from the Narasimham committee.
(1) The Securities and Exchange Board of India (SEBI) was established in 1992 to protect investors' interests and regulate the securities market.
(2) SEBI regulates stock exchanges, brokers, mutual funds and enforces regulations related to public issues, investments, and fraud prevention.
(3) It aims to make the process of public offers easier for retail investors by reducing timelines and disclosure requirements. SEBI periodically reviews regulations and seeks public feedback.
The document summarizes provisions related to meetings under the Companies Act, including:
- Types of meetings like statutory meetings, annual general meetings, extraordinary general meetings, and meetings of creditors/debenture holders.
- Requirements for statutory meetings like approving a statutory report within 3-6 months of commencement of business.
- Requirements for annual general meetings like holding the first AGM within 18 months of incorporation and subsequent AGMs within 4 months of financial year end.
- Provisions for extraordinary general meetings, including who can call them and notice requirements.
- Other meeting provisions around quorum, voting, proxies, and maintenance of minutes.
The document provides an overview of key concepts from the Sale of Goods Act in India, including:
- The essential elements of a valid contract of sale under the Act.
- The distinction between a sale (where ownership transfers immediately) and an agreement to sell (where ownership transfers at a future date).
- The types of goods covered by the Act (existing, future, contingent) and documents that constitute "documents of title to goods".
- The difference between conditions and warranties in a contract of sale, and implied vs. express conditions/warranties.
- Exceptions to the doctrine of caveat emptor and rights of an unpaid seller, including the right of lien, stop
This document discusses capital structure and financing decisions for businesses. It defines capital structure as the composition of a company's long-term capital, including debt and equity. The capital structure determines how a company finances its assets through different sources of funds. The document lists several factors that influence a company's capital structure decision, such as financial leverage, risk, growth opportunities, and costs of financing. It also describes different methods for evaluating capital budgeting proposals, such as net present value, internal rate of return, and payback period.
The document discusses key concepts in business law related to companies and shares. It defines a company and share capital, and outlines the main types of shares like preference shares, equity shares, and deferred shares. It also covers related topics such as share certificates, share warrants, nomination of shares, and the process of transferring shares. The Companies Act of 1956 establishes the legal framework for forming companies and responsibilities of a company's directors in India.
venture capital, process of venture capital, stages of venture capital, stages and process of venture capital, early stage finance, later stage financing,
This document provides an overview of corporate governance. It defines corporate governance as directing and managing businesses to enhance shareholder value while considering other stakeholders. Good governance benefits companies through lower costs and better performance. The pillars of governance are accountability, transparency, responsibility, and fairness. International initiatives like OECD and ICGN promote governance standards. Various countries have established governance codes and committees. Corporate governance ensures sustainable growth for all stakeholders through effective management, social responsibility, and compliance with laws.
This document defines and explains the key elements of a negotiable instrument under Indian law. It begins by defining a negotiable instrument as a written document that creates a right to a certain sum of money and can be freely transferred through delivery or endorsement. It then discusses some key characteristics of negotiable instruments, including their free transferability without formalities, the holder in due course taking the instrument free from defects in title, and the transferee's ability to sue in their own name. The document also covers types of negotiable instruments recognized by law and by custom, presumptions that apply, and definitions and elements of specific instruments like promissory notes and bills of exchange.
The document discusses the definition, purpose, contents and requirements of a company prospectus according to the Companies Ordinance 1984 of Pakistan. Some key points:
- A prospectus is a formal legal document that provides details about an investment offering for sale to the public so investors can make an informed decision. It must be filed with the SECP.
- The prospectus contents include information on the company's business, management, capital structure, financials, and risks. It requires audited reports and consent from experts.
- Companies are liable for any misstatements in the prospectus. Directors and experts can be liable but have defenses if they can prove the statement was not material or they withdrew consent.
The document discusses corporate governance under the Companies Act, 2017 in Pakistan. It defines corporate governance and outlines reasons for its importance, including corporate corruption cases and safeguarding public money. It describes Pakistan's corporate governance mechanisms including the Companies Act, Code of Corporate Governance, and Listed Companies Regulations. It also discusses types of companies, statutory officers like directors, CEO, CFO, and committees including the audit committee.
The document discusses underwriting, which is an agreement where underwriters take on the risk of purchasing securities from an issuer in the event that the public demand is insufficient. It describes different types of underwriting arrangements and the roles and responsibilities of underwriters. It also outlines the eligibility criteria, registration process, operational guidelines, and record keeping requirements for underwriters according to SEBI regulations in India. As an example, it summarizes that Alibaba's 2014 IPO raised over $20 billion with six major banks serving as equal lead underwriters.
This document summarizes private placements, which are a type of private funding where securities are sold to a small number of chosen investors rather than through a public offering. It describes the types of private placements including traditional long-term loans, structured placements with stock price protections, stock options, bonds, and promissory notes. The advantages are choosing investors, less regulatory requirements than public offerings, and more flexibility. Drawbacks include difficulty raising large amounts, investors requiring lower share prices, and structured placements reducing future shares available. It also describes Qualified Institutional Placements in India which allow listed companies to issue securities privately to qualified institutional buyers through a faster process than other private placement methods.
The document discusses various laws and regulations governing capital markets and companies in India, including the powers and functions of the Securities and Exchange Board of India (SEBI). It outlines SEBI's powers relating to registration and regulation of intermediaries, prohibition of unfair trade practices, and investigation and enforcement actions. It also describes various penalties that SEBI can impose under the SEBI Act for non-compliance, such as penalties for failure to furnish information or redress investor grievances.
Financial management involves planning, organizing, directing, and controlling a company's financial resources. Capital investment refers to acquiring long-term assets like plants and machinery. Capital budgeting determines the viability of long-term investments and uses techniques like net present value, internal rate of return, and payback period to evaluate projects. It considers the time value of money, risk, and rates of return to make optimal investment decisions.
Amalgamation refers to the merger of two or more companies into one new company. It involves the transfer of two or more companies' businesses to a newly incorporated company. There are two types of amalgamation - amalgamation in the nature of merger and amalgamation in the nature of purchase. Amalgamation can be accounted for using either the pooling of interests method or the purchase method. Disclosures as per Accounting Standard 14 are required in the financial statements following an amalgamation.
This document contains information about Dheeraj Agrawal's enrollment in a financial management course at Parul Institute of Management. It discusses various types of preference shares including cumulative vs non-cumulative, participating vs non-participating, convertible vs non-convertible, and redeemable vs non-redeemable shares. It outlines the key features and rights of each type of preference share from both a company and investor perspective. Formulas for calculating the cost of irredeemable and redeemable preference shares are also provided.
An Overview of the Companies Amendment Act, 2017SAS Partners
The much awaited Companies (Amendment) Act, 2017 has seen the light of the day with the receipt of President’s assent on January 03, 2018. The Act is all set to address a wide number of practical difficulties which have been faced by various stakeholders.
The document discusses various financial and tax planning decisions including capital structure decisions, dividend policy, bonus shares, capital gains, bond washing transactions, make or buy decisions, repair/replace decisions, and shutdown or continue decisions. It also discusses tax planning related to amalgamation or demerger of companies, conversion of firms to companies, and conversion of sole proprietorships to companies. Key considerations for various decisions are outlined relating to taxation.
The Concept
A stable strategy arises out of a basic perception by the management that the firm should concentrate on using its present resources for developing its competitive strength in particular market areas.
In simple words, stability strategy refers to the company’s policy of continuing the same business and with the same objectives
A firm pursues stability strategy when
1. It continues to serve the public in the same product or service, market, and function sectors as defined in its business definition.
2. Its main strategic decisions focus on incremental improvement of functional performance.
2. Corporate Restructuring is the process of redesigning one or more aspects of a company.
3. The process of reorganizing a company may be implemented due to a number of different factors, such as positioning the company to be more competitive, surviving a currently adverse economic climate, or acting on the self confidence of the corporation to move in an entirely new direction.
The document summarizes the key aspects of the Banking Regulation Act of 1949 in India. It defines banking and banking companies. It outlines the main and subsidiary business activities banks can engage in, as well as prohibited activities. It discusses capital requirements for domestic and foreign banks. It also covers management structure requirements, liquidity reserves like SLR and CRR, licensing provisions, RBI powers of supervision and control, return filing obligations, winding up procedures, and reforms from the Narasimham committee.
(1) The Securities and Exchange Board of India (SEBI) was established in 1992 to protect investors' interests and regulate the securities market.
(2) SEBI regulates stock exchanges, brokers, mutual funds and enforces regulations related to public issues, investments, and fraud prevention.
(3) It aims to make the process of public offers easier for retail investors by reducing timelines and disclosure requirements. SEBI periodically reviews regulations and seeks public feedback.
The document summarizes provisions related to meetings under the Companies Act, including:
- Types of meetings like statutory meetings, annual general meetings, extraordinary general meetings, and meetings of creditors/debenture holders.
- Requirements for statutory meetings like approving a statutory report within 3-6 months of commencement of business.
- Requirements for annual general meetings like holding the first AGM within 18 months of incorporation and subsequent AGMs within 4 months of financial year end.
- Provisions for extraordinary general meetings, including who can call them and notice requirements.
- Other meeting provisions around quorum, voting, proxies, and maintenance of minutes.
The document provides an overview of key concepts from the Sale of Goods Act in India, including:
- The essential elements of a valid contract of sale under the Act.
- The distinction between a sale (where ownership transfers immediately) and an agreement to sell (where ownership transfers at a future date).
- The types of goods covered by the Act (existing, future, contingent) and documents that constitute "documents of title to goods".
- The difference between conditions and warranties in a contract of sale, and implied vs. express conditions/warranties.
- Exceptions to the doctrine of caveat emptor and rights of an unpaid seller, including the right of lien, stop
This document discusses capital structure and financing decisions for businesses. It defines capital structure as the composition of a company's long-term capital, including debt and equity. The capital structure determines how a company finances its assets through different sources of funds. The document lists several factors that influence a company's capital structure decision, such as financial leverage, risk, growth opportunities, and costs of financing. It also describes different methods for evaluating capital budgeting proposals, such as net present value, internal rate of return, and payback period.
The document discusses key concepts in business law related to companies and shares. It defines a company and share capital, and outlines the main types of shares like preference shares, equity shares, and deferred shares. It also covers related topics such as share certificates, share warrants, nomination of shares, and the process of transferring shares. The Companies Act of 1956 establishes the legal framework for forming companies and responsibilities of a company's directors in India.
venture capital, process of venture capital, stages of venture capital, stages and process of venture capital, early stage finance, later stage financing,
This document provides an overview of corporate governance. It defines corporate governance as directing and managing businesses to enhance shareholder value while considering other stakeholders. Good governance benefits companies through lower costs and better performance. The pillars of governance are accountability, transparency, responsibility, and fairness. International initiatives like OECD and ICGN promote governance standards. Various countries have established governance codes and committees. Corporate governance ensures sustainable growth for all stakeholders through effective management, social responsibility, and compliance with laws.
This document defines and explains the key elements of a negotiable instrument under Indian law. It begins by defining a negotiable instrument as a written document that creates a right to a certain sum of money and can be freely transferred through delivery or endorsement. It then discusses some key characteristics of negotiable instruments, including their free transferability without formalities, the holder in due course taking the instrument free from defects in title, and the transferee's ability to sue in their own name. The document also covers types of negotiable instruments recognized by law and by custom, presumptions that apply, and definitions and elements of specific instruments like promissory notes and bills of exchange.
The document discusses the definition, purpose, contents and requirements of a company prospectus according to the Companies Ordinance 1984 of Pakistan. Some key points:
- A prospectus is a formal legal document that provides details about an investment offering for sale to the public so investors can make an informed decision. It must be filed with the SECP.
- The prospectus contents include information on the company's business, management, capital structure, financials, and risks. It requires audited reports and consent from experts.
- Companies are liable for any misstatements in the prospectus. Directors and experts can be liable but have defenses if they can prove the statement was not material or they withdrew consent.
The document discusses corporate governance under the Companies Act, 2017 in Pakistan. It defines corporate governance and outlines reasons for its importance, including corporate corruption cases and safeguarding public money. It describes Pakistan's corporate governance mechanisms including the Companies Act, Code of Corporate Governance, and Listed Companies Regulations. It also discusses types of companies, statutory officers like directors, CEO, CFO, and committees including the audit committee.
The document discusses underwriting, which is an agreement where underwriters take on the risk of purchasing securities from an issuer in the event that the public demand is insufficient. It describes different types of underwriting arrangements and the roles and responsibilities of underwriters. It also outlines the eligibility criteria, registration process, operational guidelines, and record keeping requirements for underwriters according to SEBI regulations in India. As an example, it summarizes that Alibaba's 2014 IPO raised over $20 billion with six major banks serving as equal lead underwriters.
This document summarizes private placements, which are a type of private funding where securities are sold to a small number of chosen investors rather than through a public offering. It describes the types of private placements including traditional long-term loans, structured placements with stock price protections, stock options, bonds, and promissory notes. The advantages are choosing investors, less regulatory requirements than public offerings, and more flexibility. Drawbacks include difficulty raising large amounts, investors requiring lower share prices, and structured placements reducing future shares available. It also describes Qualified Institutional Placements in India which allow listed companies to issue securities privately to qualified institutional buyers through a faster process than other private placement methods.
The document discusses various laws and regulations governing capital markets and companies in India, including the powers and functions of the Securities and Exchange Board of India (SEBI). It outlines SEBI's powers relating to registration and regulation of intermediaries, prohibition of unfair trade practices, and investigation and enforcement actions. It also describes various penalties that SEBI can impose under the SEBI Act for non-compliance, such as penalties for failure to furnish information or redress investor grievances.
Financial management involves planning, organizing, directing, and controlling a company's financial resources. Capital investment refers to acquiring long-term assets like plants and machinery. Capital budgeting determines the viability of long-term investments and uses techniques like net present value, internal rate of return, and payback period to evaluate projects. It considers the time value of money, risk, and rates of return to make optimal investment decisions.
Amalgamation refers to the merger of two or more companies into one new company. It involves the transfer of two or more companies' businesses to a newly incorporated company. There are two types of amalgamation - amalgamation in the nature of merger and amalgamation in the nature of purchase. Amalgamation can be accounted for using either the pooling of interests method or the purchase method. Disclosures as per Accounting Standard 14 are required in the financial statements following an amalgamation.
This document contains information about Dheeraj Agrawal's enrollment in a financial management course at Parul Institute of Management. It discusses various types of preference shares including cumulative vs non-cumulative, participating vs non-participating, convertible vs non-convertible, and redeemable vs non-redeemable shares. It outlines the key features and rights of each type of preference share from both a company and investor perspective. Formulas for calculating the cost of irredeemable and redeemable preference shares are also provided.
An Overview of the Companies Amendment Act, 2017SAS Partners
The much awaited Companies (Amendment) Act, 2017 has seen the light of the day with the receipt of President’s assent on January 03, 2018. The Act is all set to address a wide number of practical difficulties which have been faced by various stakeholders.
The document discusses various financial and tax planning decisions including capital structure decisions, dividend policy, bonus shares, capital gains, bond washing transactions, make or buy decisions, repair/replace decisions, and shutdown or continue decisions. It also discusses tax planning related to amalgamation or demerger of companies, conversion of firms to companies, and conversion of sole proprietorships to companies. Key considerations for various decisions are outlined relating to taxation.
Recent development in the companies act 2013KhushiVijay5
The document discusses several key amendments made to the Companies Act through recent ordinances. Some key changes include allowing companies more flexibility in holding annual general meetings, increasing the timeframe to update a registered office, removing imprisonment as punishment for certain offenses and instead imposing financial penalties, relaxing rules around director loans and remuneration, and delegating more powers from the NCLT to regional authorities to help de-clog the system. The changes aim to make compliance easier for companies while still promoting transparency and investor protection.
This document discusses different types of company meetings including statutory meetings, annual general meetings, and extraordinary general meetings. It provides details on the purpose, timing, and requirements of statutory meetings, which must be held within the first 6 months of a company's operation to acquaint members with company assets and floatation success. Annual general meetings must be held yearly to review ordinary business like annual accounts and electing directors. Extraordinary general meetings can be called as needed by directors or members to address special business matters that cannot wait for the annual meeting.
Amendments in Schedule III of Companies Act, w.e.f. 1st April 2022taxguru5
"CA Pragathi Gudur* With the ever-increasing stringency in the regulatory framework and disclosure requirements under various provisions of law, MCA, vide notifi"
TaxGuru is a platform that provides Updates On Amendments in Income Tax, Wealth Tax, Company Law, Service Tax, RBI, Custom Duty, Corporate Law , Goods and Service Tax etc.
To know more visit https://taxguru.in/company-law/amendments-schedule-iii-companies-act-w-e-f-1st-april-2022.html
This document provides a summary of key proposed changes to the Companies Act based on the Companies Bill passed by the Lok Sabha and Rajya Sabha in 2012-2013. Some of the major changes summarized include introducing the concepts of One Person Company and small companies, increasing the limit on maximum number of members in a private company, mandating at least one woman director, ratification of auditor appointments every year, and defining the term "financial statement" for the first time. The document was prepared by the Institute of Company Secretaries of India based on the passed bill but they do not own responsibility for any errors or omissions.
This document provides a summary of key proposed changes to the Companies Act based on the Companies Bill passed by the Lok Sabha and Rajya Sabha in 2012-2013. Some of the major changes summarized include introducing the concepts of One Person Company and small companies, increasing the limit on maximum number of members in a private company, mandating at least one woman director, ratification of auditor appointments every year, and defining the term "financial statement" for the first time. The document was prepared by the Institute of Company Secretaries of India based on the passed bill but they do not own responsibility for any errors or omissions.
SEBI(LODR) Regulations, 2015- Obligations on listing of specified securities-...DVSResearchFoundatio
Key Takeaways:
- Meetings of shareholders and their voting
- Change in name of the listed entity
- Dissemination of information on website and in newspapers
Amendments in Schedule III of Companies Act, w.e.f. 1st April 2022taxguru5
"CA Pragathi Gudur* With the ever-increasing stringency in the regulatory framework and disclosure requirements under various provisions of law, MCA, vide notifi"
TaxGuru is a platform that provides Updates On Amendments in Income Tax, Wealth Tax, Company Law, Service Tax, RBI, Custom Duty, Corporate Law , Goods and Service Tax etc.
To know more visit https://taxguru.in/company-law/amendments-schedule-iii-companies-act-w-e-f-1st-april-2022.html
The document discusses various types of company meetings like statutory meetings, annual general meetings, and meetings of directors. It provides details on the timing, notice requirements, agenda, and other procedures for statutory and annual general meetings. Some key points include:
- Statutory meetings must be held within 1-6 months of a company being entitled to commence business.
- Annual general meetings must be held every year within 6 months of the close of the financial year.
- Proper notice, agenda, quorum, and other procedures must be followed for meetings.
- Consequences for non-compliance with statutory meeting requirements include fines for directors.
Mandatory Compliances for a Private Limited Company in Indiajayjani123
Although Private Limited Company is the most popular form of starting a business, there are various compliances which are required to be followed once your business is incorporated.
Start ups and MSMEs: Registration and Advantages features of Atmanirbhar packageNovojuris
Startups and MSMEs can register on relevant government portals to receive several benefits. Startups must register within 10 years of formation and have annual turnover less than Rs. 100 crore to qualify for benefits like income tax exemptions, self-certification under labour laws, stock options for founders. MSMEs must register based on investment and turnover limits set for micro, small and medium enterprises to prevent delayed payments and access collateral-free loans. The document outlines the registration processes and documents required for each as well as their key benefits.
Registrar of Companies (ROC) is empowered to strike off a dysfunctional company under Section 248 of the Companies Act, 2013 and NCLT for revival of struck up companies.
By the virtue of its power, Ministry of Corporate Affairs had struck off approximately 2 lakh defaulting Companies for non filing of its statutory documents for last 3 years or more in late 2017.
The document provides information on various types of companies under the Companies Act 2013 such as one person company, small company, dormant company, and their key characteristics. It also summarizes the roles of an associate, registered valuer, financial year, corporate social responsibility, secretarial audit, and the National Financial Reporting Authority. Some of the key points covered include that a one person company can be owned by one individual, small companies have certain relaxations, dormant companies are inactive companies registered for future projects, associates have significant influence through shareholding or agreements, and registered valuers are required for certain valuation work.
Objective and Agenda:
In order to bring flexibility and to monitor the activities of the charitable organisations in India, non-governmental organisations are given the corporate status by forming companies under Section 8 of the Companies Act, 2013. The scope of the webinar is to cover the objects of forming a Section 8 Company, procedure to obtain license, benefits of forming a Section 8 Company, conversion of Section 8 Company into any other company, effects of non-compliance of objects and the tax benefits available to such companies.
The document summarizes key changes proposed in the Companies Bill, 2008 in India. Some notable changes include reducing the minimum capital requirement for companies, allowing one person companies, electronic voting, requirements around independent directors and their duties, restrictions on auditor services, limits on directorships, and provisions for consolidation of financial statements of subsidiaries. The bill aims to simplify company law and improve corporate governance standards.
Icai chennai - unlisted public companies - 16.06.2014oswinfo
This document provides information on various provisions related to unlisted public companies under the Companies Act, 2013. It discusses definitions of public company and financial year. It summarizes requirements for public companies such as minimum number of directors, appointment of key managerial personnel, rotation of auditors, constitution of audit committee and its functions, establishment of vigil mechanism, and appointment of woman director and independent directors.
Section comparison of companies act 1956 and companies bill 2012Raju and Associates
The document provides a comparison of key provisions between the Companies Act of 1956 and the Companies Bill of 2012. Some of the major changes introduced in the Bill include the introduction of a new type of company called One Person Company, removal of bifurcation of object clauses, increase in maximum number of members for a private company, mandatory rotation of auditors every 5 years for listed companies, and the requirement for companies to spend 2% of profits on corporate social responsibility. The Bill aims to simplify compliance requirements while strengthening corporate governance.
The document discusses the key challenges around recent amendments to Schedule III and CARO 2020 under the Companies Act, 2013. It provides an overview of the major additional disclosure requirements introduced for financial statements as well as the auditor's reporting order (CARO). The amendments are aimed at increasing transparency and improving corporate governance and compliance. However, they also place greater responsibilities on company management for financial reporting and on auditors for their reporting. Auditors now need to take additional precautions to properly comply with the stringent requirements of CARO 2020.
Company documents establish the rules and regulations that govern a company's operations and management. The order of importance from most authoritative to least is ordinance, memorandum of association, articles of association, agreements, and resolutions. These documents outline the powers and responsibilities of shareholders, directors, and officers in managing the company.
This memorandum of association outlines the key clauses for establishing a company, including:
1) The name clause which specifies the name and type of company being SMC-PVT Ltd. as a private limited company.
2) The registered office clause detailing the office will be situated in Islamabad Capital Territory.
3) The object clause outlines the principal line of business and exceptions including not engaging in unlawful activities like MLM schemes.
This document contains a list of 81 companies registered in Pakistan. For each company, it provides the registration number, old registration number if applicable, company name, and registered address. The companies cover a range of industries and are registered across different cities in Pakistan including Karachi, Lahore, Islamabad, and others.
This document provides tax rates in Pakistan for the year 2017 according to the Finance Bill 2016-17. It outlines income tax rates for salary income, business income, capital gains tax, withholding taxes on various transactions, minimum tax rates for different industries, and tax rates on properties, builders, and developers. The rates are organized into tables with categories of taxable income or transactions and the corresponding tax rates.
The document is an ordinance from Pakistan's Ministry of Law regarding registered designs. It establishes rules for registering industrial designs. Some key points:
- It repeals and re-enacts previous laws on protecting industrial designs.
- A design can be registered if it is new or original. Registration is not allowed if a design is the same as one already registered in Pakistan or published elsewhere.
- An application for design registration must be filed with the Patent Office in the prescribed form and manner. The Registrar may refuse, modify, or approve applications.
- Registered designs receive protection from unauthorized copying and sale of articles with the registered design. The ordinance establishes procedures and criteria for design registration and protection
- The document is a notification from the Government of Pakistan Securities and Exchange Commission of Pakistan regarding new rules called the Single Member Companies Rules, 2003.
- The rules define terms related to single member companies, outline requirements for single member companies including appointing a nominee director and filing nominations, and set procedures for a single member company changing status to a private company or vice versa.
- The rules provide a framework to regulate companies with a single member in Pakistan.
The document summarizes the Limited Liability Partnership Act 2017 of Pakistan. Some key points:
- It makes provisions for the formation and regulation of limited liability partnerships in Pakistan as body corporates separate from partners.
- Partnerships must submit an incorporation document with particulars like names of two or more persons associating for business to the Registrar for registration.
- Registered LLPs will have perpetual succession, can sue and be sued, acquire/dispose of property, and enter contracts under its common seal.
- Designated partners can sign documents on behalf of the LLP. The LLP name must appear on its seal and all business documents.
So in summary,
This document contains rules related to copyright in Pakistan, including rules for registration of copyright, licensing translations, making records, performing rights societies, relinquishment of copyright, import/export of infringing copies, and the Copyright Board. Some key points:
- Copyright can be registered in four parts: literary/dramatic works, artistic works, cinematographic works, and records.
- Licenses for translations require applications be considered, with opportunity for hearings. Royalties are determined based on retail price and standards.
- Notice must be given before making records, including details of the work and payment of royalties.
- Performing rights societies must publish fee statements, which can be altered by the
This document outlines the Copyright Ordinance of 1962 in Pakistan, which aims to amend and consolidate the laws relating to copyright. Some key points:
- It defines important terms related to copyright like author, adaptation, artistic work, audio-visual work, and more.
- It discusses copyright ownership, the rights of owners, and the term of copyright for different types of works. Copyright generally lasts for the life of the author plus 50 years.
- It covers rights of broadcasting organizations, performers, and producers of sound recordings.
- It establishes a Copyright Office and a Copyright Board to handle registration of copyrights and resolve disputes.
- It outlines offenses related to copyright infringement and associated penalties.
Companies incorporation regulations 2017 in PakistanOLY Consultant
The document is a notification from the Government of Pakistan Securities and Exchange Commission regarding new Companies (Incorporation) Regulations, 2017. Some key points:
- The regulations provide rules for reserving a company name and incorporating a company, allowing for separate or combined applications.
- Certain words are prohibited from use in company names without meeting specific criteria, such as those associated with governments, political figures, courts, banks, armed forces, etc.
- Other restricted words can only be used if criteria are met, for example "association" requires a license from the Commission, and "bank" requires approval from the State Bank of Pakistan.
- The regulations lay out the process for applying to reserve a name
This document is the Patents Ordinance 2000 which establishes the laws around patents in Pakistan. It establishes the Patent Office as the administrative body that will process patent applications and grants. It appoints a Controller of Patents to head the office. It defines key terms related to patents such as invention, patentee, exclusive license, etc. It also outlines qualifications for patentability, such as an invention must be new, involve an inventive step, and have industrial application. Certain things are not regarded as inventions including scientific theories, business methods, and naturally occurring substances.
This document summarizes significant changes introduced in the Companies Act 2017 in Pakistan. Key changes include making incorporation of companies easier, simplifying procedures for altering company documents, reducing compliance requirements for small private companies, increasing the time limit for registering charges on companies, introducing concepts of inactive companies and nominee shareholders, promoting use of technology, introducing new types of companies, strengthening corporate governance rules around board composition and related party transactions, and requiring larger companies to undertake corporate social responsibility initiatives.
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secp companies act 2017 - ICAP
1. Significant Changes in the
Companies Act, 2017
Seminar on the Companies Act organizedby ICAP
Lahore – August 18, 2017
Securities and Exchange Commissionof Pakistan
1
2. 28/21/2017
Objective for Revision of the Companies
Ordinance, 1984
1. Ease Of Doing Business For Corporate Sector
2. Better Corporate Governance And CSR
3. Introduction New Types Of Companies
4. Strengthening Regulatory Framework
5. Others
Concept of GlobalRegister Of Beneficial Ownership
Regulationof Advances By Real EstateCompanies
3. 38/21/2017
I. Incorporation made easier
II. Simplification in procedure of alteration of memorandum and
articles
III. Compliance requirements reduced
IV. Pledge registrable as charge and time to register increased
V. Appointment of Additional Director in mid-term
VI. Return for Change in Shareholding of membership of more than
25% during the year
VII. Acceptance of documents after prescribed time
VIII. Introduction of concept of inactive company
IX. Maximum use of Technology
Ease Of Doing Business
Continued……….
4. 48/21/2017
X. Concept of intermediary introduced
XI. Concept of nominee for transfer of Shares
XII. Transfer of Shares – Private Companies
XIII. Shares of Private Companies in Book-entry Form
XIV. Alternate Dispute Resolution
XV. Amalgamation of Companies
XVI. Facilitating Corporate Exits
Ease Of Doing Business
5. 58/21/2017
Incorporation made easier
Registration of companies by filing one form with model memorandum and
articles of association
The memorandum should state principle line of business and any change
subsequently to be notified within 30 days.
The company can engage in any lawful business as per section 26
Directors and chief executive to be appointed at the time of incorporation
and no separate filing required subsequently
Registered address not required at the time of incorporation and application
can be filed only with correspondence address
Share money to be deposited within 30 days of incorporation of company
Receipt of subscription money to be certified by a chartered accountant or a
cost and management accountant within 45 days of incorporation failing
which shares shall be deemed to be cancelled
Registered office to be intimated within 30 days of incorporation.
Ease Of Doing Business
Continued……..
6. 68/21/2017
Commencement Of Business By A Public Company
Procedure simplified
No certificate to be issued – acceptance of documents by the
registrar shall be conclusive evidence for a company to start a
business
7. 78/21/2017
Alteration would take effect by special resolution
Change in principle line of business does not
required Commission‘s approval and only amended
memorandum to be filed within 30 days with the
Registrar
Change in the place of registered office and
adoption of any business activity which is subject to
license requires approval of the Commission
Simplification in procedure of alteration of
memorandum and articles
Continued………….
8. 88/21/2017
Reduction in compliance requirement single member companies
◦ Single member companies have been exempted from the
requirements to:
Appoint company secretary;
Hold general and board meetings;
Notify election of directors;
Conduct audit of its financial statements; and
Not required to lay audited financial statements in the AGMs.
◦ Unaudited financial statements to be filed with the
Commission
◦ Nominee information to be provided at the time of
incorporation.
Compliance requirements reduced
Continued……….
9. 98/21/2017
Reduction in compliance requirements for private companies
◦ Private Companies having paid up capital of up to Rs.1 million
are not required to conduct audit of its financial statements.
Only required to file unaudited financial statements
◦ Private companies with a paid up capital exceeding Rs.1
million but less than Rs.10 million have to conduct audit of
financial statements but are not required to file these with
the Commission.
◦ Private Companies having a paid up capital not more than Rs.3
million are not required to file annual return if there is no
change in the particulars from last year. Only this fact is to be
submitted to the Registrar.
Compliance requirements reduced
Continued……….
10. 108/21/2017
◦ Private companies have been exempted to prepare
consolidated statements if neither the holding company nor
subsidiary have a paid up capital exceeding Rs.1 million.
◦ Directors report not mandatory for private companies not
being subsidiary of public company having paid up capital less
than Rs.3 million.
◦ Financial statements to be filed by those private companies
whose paid up capital is more than ten million.
Compliance requirements reduced
Continued……….
11. 118/21/2017
Reductionin compliancerequirementsfor other companies
◦ Cost audit not mandatory until required by business regulators.
Other changes for other companies
◦ Board empowered to call EOGM at any time. Requirement of seeking
approval from Registrar for holding EOGM by unlisted companies at a
shorter notice abolished
◦ Passing of members’ resolution through circulation in case of public
unlisted companies (having not more than 50 members) and private
companies. This cannot be done for approval of financial statements,
dividend declaration, electionof directors and auditors remuneration.
Ease of doing business
12. 128/21/2017
Time frame for registration of charge has been
increased from 21 to 30 days
Pledge also registerable
The procedure for satisfaction of charge simplified. If
the mortgagee confirms repayment of loan and issues
NOC to that effect show cause would not be sent by
Registrar to mortgagee and satisfaction would be
recorded.
Registration of charges
13. 138/21/2017
To protect strategic investor interest:
Before first AGM – through general meeting
After the election – the person holding sufficient shares to get
him elected may require the fresh election.
Appointment of Additional Director in mid-term
14. 148/21/2017
In order to facilitate the corporate sector any change
of more than 25% in shareholding or membership or
voting rights of a company shall be notified to the
Commission. Instead of waiting closure of the year and
filing with annual return.
Return for Change in Shareholding of membership of more
than 25% during the year
15. 158/21/2017
A company other than public interest company can
file its returns within a period of two years from due
date with additional fee as per section 468 and no
proceedings shall be initiated against the company for
such delay.
Acceptance of documents after prescribed time
16. 168/21/2017
A company, other than a listed company, which is formed for a future
project or to hold an asset or intellectual property and has no
significant accounting transaction, or
An inactive company may apply for obtaining the status of an inactive
company.
During the inactive period the company shall not be required to
comply with the regular compliance requirements and a minimal filing
requirement in this regard shall be required.
The Registrar can by giving a notice to a company which has not filed
financial statements or annual returns for two financial years
consecutively, enter the name of the company in the register of
inactive companies.
Whenever the status can be changed by filing an application to the
Registrar.
Introduction of concept of Inactive Companies
17. 178/21/2017
Service of documents/notices to the members, registrar and
the Commission through electronic means
Participation in the meetings by members and directors
through video links
Voting through electronic means
Enabling provision empowering the Commission to notify
mandatory on-line filing
Maximum use of Technology
18. 188/21/2017
Concept of Intermediary introduced
To ensure quality, intermediaries providing
corporate services shall be registered
Only authorized intermediaries will be eligible to
provide services to the corporate sector
Intermediaries have been enabled to sign and file
documents on behalf of companies
19. 198/21/2017
Concept of nominee for deceased member has been outlined in
section 79
The nominee should be a relative i.e. a spouse, father, mother,
brother, sister, son or daughter
The nomination should be filed with the company by the person
who has acquired interest in the company
The nominee will not be able to transfer /dispose of or deal with
the shares during lifetime of that person who has nominated him
The same concept has also been made applicable to single member
company and information is required to be submitted at the time
of incorporation of company
Concept of nominee for Transfer of Shares
20. 208/21/2017
Procedure for transfer of shares by member of a private company has
been outlined in section 76 which requires:
◦ Intimation of intention to hold through notice of selling shares;
◦ Within a period of ten days the board shall offer the shares to existing
members in proportion of their shareholding;
◦ If the offer is declined the shares would be offered to other members in
proportion of their shareholding;
◦ If all members decline to accept the offer, the shares may be sold to
any other person determined by the members who intends to sell
shares.
Private Company can transfer its shares in accordance with an agreement
reached prior to commencement of this Act if it is filed with the Registrar
within 90 days of commencement of this Act.
Transfer of Share capital of a private company
21. 218/21/2017
The Commission can require, within a period not
exceeding four years from the date of commencement
of this Act, all the unlisted companies to replace
physical shares with book-entry form.
Shares of private companies in book-entry form
22. 228/21/2017
Alternate Dispute resolution
The concept of Alternate Dispute Resolution has been
introduced to reduce the cost for companies. The
companies will have the option to resolve disputes
through mediation. The Commission will be empowered
to maintain a panel of experts to be called the
“mediationand conciliation panel”.
Interested parties may before or after entering into a
formal dispute resolution process either pending before
the Commission; the Appellate Bench will be able to
approach the Mediation and Conciliation Panel.
23. 238/21/2017
Facilitating corporate exits
Easy exit of a defunct company
Enabling provision added to provide a soft regime for the
easy exit of a company which has ceased to operate and
having no known assets and liabilities
Such a company may apply to the registrar in the specified
manner to seek striking off the name of the company off
the register
24. 248/21/2017
Amalgamation of companies
Board of Directors empowered to approve the amalgamation
of:
◦ subsidiaries of a holding company,
◦ wholly owned subsidiaries into its holding company
No approval of the Commission or the court would be
required.
Jurisdiction to allow merger, amalgamation and
reconstruction of companies has been shifted from the Court
to the Commission. Initially the Commission would deal cases
of Small Companies.
25. 258/21/2017
Shariah Compliant Company:
"Shariah compliant company" means a company which is conducting its business
according to the principles of Shariah.
Enabling provision added for certification by the Commission with the power to
prescribe complete mechanism.
Agriculture Promotion Company
An enablingprovision added to facilitatethe agriculture sector.
It should be formed by the farmers.
Classification
(i) Producer Company- to primarily, deal with the produce of its members
(ii) Collateral Management company – to engage in the activity of managing
produce as collateral, including warehousing and facilitation of commodity
financing.
Continued……….
Introduction Of New Types Of Companies
26. 268/21/2017
Introduction Of New Types Of Companies
Free Zone Company (FZC) (S.454)
A company incorporated for the purpose of carrying on business in the
export processing zone or an area notified by the Federal Government as
free zone
The information of foreigners in companies in EPZ and other free zones
declared by the Federal Government shall not be publicly available
Exceptions:
Provided that the aforesaid restriction of non-disclosure shall not apply to the
revenue authorities collecting tax, duties and levies or requirement or
obligation under international law, treaty or commitment of the Government.
27. 278/21/2017
Code of Corporate Governance enabling provision added
Restriction on selling/purchasing any asset to / from director for
consideration other than cash without approval of members of the
company in general meeting
Casual vacancy on the board of directors to be filled at earliest but
not later than ninety (90) days
CFO also required to sign financial statements of listed companies in
addition to the chief executive and one director
Private Company having paid up capital up to Rs.1 million, financial
statements shall also be accompanied by an affidavit executed by
Chief Executive Officer/Directors who have signed accounts that
these have been approved by the Board.
Better Corporate Governance
Continued……….
28. 288/21/2017
Director is not allowed to assign his office to any other officer as per
section 174
Loan to directors requires approval of members and in case of listed
company also of the Commission
Classification of companies outlined in the Act, i.e., Public interest
company, large sized company, medium sized and small sized company.
Different disclosure requirements outlined.
The Commission has been empowered to specify the maximum number of
directorships a person may hold on the boards of listed
companies. Currently this number is seven.
Liability for undesired activities of shareholders introduced. All members
required to act in good faith and should not disrupt proceedings of the
meetings or smooth functioning of management.
Continued……….
Better Corporate Governance
29. 298/21/2017
The manner of selection of independent directors for certain
classes of companies as required under the relevant framework has
been provided through creation and maintenance of a databank of
such directors by any institute, body or association as may be
notified by the Commission.
It has been required to ensure representation of female directors
on the boards of public interest companies in such manner as may
be specified by the Commission.
To avoid potential conflict of interests between the two positions,
the offices of chairman and chief executive have been separated
for such classes of companies as may be specified by the
Commission.
Related party transactions other than on arm’s length required to
be in accordance with policy approved by the board.
Better Corporate Governance
30. 308/21/2017
Better Corporate Governance
Public Company required to have Company Secretary.
Listed Company required to have Share Registrar.
To ensure protection of the interests of all the stakeholders, the provision
for duties of directors has been expanded to require them keep the interests
of company, its shareholders, employees, community and the protection of
environment in view.
It has been provided for indemnification of directors and officers of
companies in respect of their liabilities arising otherwise than in respect of
negligence, default, breach of duty or breach of trust of which such directors
and officers may be guilty. However, the company shall be able to ratify the
acts of directors constituting breach of duty, default or negligence.
Contents of directors’ report for public company and private company
which is subsidiary of public company specified. Additional requirement for
listed company.
Continued……….
31. 318/21/2017
Enhanced transparency and quality of information
◦ Enhanced corporate disclosures have been specified to be made through
directors’ report to the members by public companies and private companies
which are subsidiariesof such companies
◦ Companies are required to notify to the registrar concerned the beneficial
ownership information in the form of shareholding or any other interest of the
every substantial shareholder and officer in any foreign company or body
corporate
◦ To ensure availability of material information in a timely manner, all the
companies shall be required to report changes in shareholding and membership
to the registrar concerned in such form as may be specified for the purpose
◦ Every public company is required to have a company secretary to ensure the
corporate affairsare dealt with diligentlyand professionally
◦ Companies classification has been introduced in law to provide different
reporting and compliancerequirements.
Better Corporate Governance
Continued……….
32. 328/21/2017
Prevention from Money Laundering and Other
Offences
◦ The Act casts a duty on ‘every officer’ of a company to
endeavor to prevent the commission of any fraud or
offences of money laundering as provided in the Anti-
Money Laundering Act, 2010 ‘with respect to affairs of the
company’.
◦ Adequate measures for this purpose will also be required to
be put in place.
Better Corporate Governance
33. 338/21/2017
Corporate Social Responsibility
A quota of two percent has been proposed to be kept for disabled persons in
the public interest companies employing fifty persons or more, and the same
needs to be provided in the human resource policies of such companies.
Continued……….
34. 348/21/2017
Strengthening Regulatory Framework
Serious fraud investigation can be conducted by the
Commission
Directors can be disqualified to hold office as per section 172
Grounds for revocation of license and consequent obligation for
section 42 companies has been specified
Conversion of limited company into unlimited, limited by
guarantee into company limited by shares and private company
into single member and vice-versa has been outlined
The provision for seizure of documents has been included in
section 255
Continued……….
35. 358/21/2017
Dividend by listed companies to be paid only through
banking channel.
Jurisdiction to approve compromises, arrangements,
reconstruction and amalgamation has been shifted from high
courts to the Commission. Initially the Commission intends to
grant approval for cases of small companies. Remaining
would be dealt with by the Courts.
The Commission has been empowered to obtain information
from foreign companies regarding beneficial ownership in
connection with any inspection, inquiry or investigation.
Provision for registration of valuers has been included.
Strengthening Regulatory Framework
36. 368/21/2017
Criteria for appointment of Auditors:
◦ Paid up capital 03 million & above: CA
◦ Paid up capital up to 03 million: CA or CMA
Unclaimed Shares, Modaraba Certificates and Dividend to
rest with Federal Government if remain unpaid for three
years and to be used for Investors education and awareness.
The Act has brought certainty into penal provisions by
providing three simple slabs of penalties for each day of
default: Rs.500, Rs.1,000 and Rs.500,000 with the aggregate
penalty in each case of default stated to be a maximum of
Rs.25,000, Rs.500,000 and Rs.100,000,000.
Strengthening Regulatory Framework
37. 378/21/2017
Another revolutionary measure introduced through the Companies
Act, 2017 in line with global best practices and recommendations
to improve transparency and disclosure of ownership information
Aimed at ensuring transparency of beneficial ownership
information of shareholders and officers of companies in foreign
companies or body corporate
Enhanced transparency boosts investor confidence, fosters trust in
capital market and the corporate sector, and help combat
corruption and money-laundering.
Any person who fails to comply with the aforesaid provision shall
be liable to a penalty of upto Rs.25,000 and a further penalty of
upto Rs 500 for each day of continuing default
Concept of Global Register of Beneficial Ownership
38. 388/21/2017
Concept of Global Register of Beneficial Ownership
Information required
to be reported
By To Within time period
Shareholding or other
interest in a foreign
company or body
corporate
- Shareholders who have a
minimum of 10% of
shareholding or voting rights
in a company, and
- officers of companies
including chief executive,
directors, chief financial
officer, company secretary or
other authorized officer
who are Pakistani citizens,
including dual citizenship holders
Company
Fourteen days of the
notification no. SRO.
546(I)/2017 dated 21st June,
2017, and subsequently
within thirty days of holding
such position or interest
Company Registrar
Sixty days from the
commencement of the
Companies Act, 2017
promulgated on 30th May,
2017, and subsequently with
the annual return of the
company
39. 398/21/2017
➢ A provision for regulation of advances by the real
estate companies has been included, which shall be
applicable after a notification to this effect is issued
by the Federal Government
➢ The objective of this provision is to ensure that
advances received from individual by companies,
which conduct real estate business is protected and
used only for the purpose of development of those
projects for which these advances have been
obtained
Real Estate Companies (S.456)
41. 418/21/2017
Salient Features – Incorporation Regulations
➢ Combined process for name reservation and incorporation
introduced.
➢ 3 options of name to be provided and these would be
considered in order of priority.
➢ Only one form to be filed which includes name reservation and
incorporation details instead of 4 forms in Private company and
6 forms in Public company previously required
➢ Documentation shall be provided by the applicant with the
option1 in the combinedprocess.
42. 428/21/2017
Salient Features – Incorporation Regulations
➢ Registrar has the power to amend the documents of
incorporation to the extent of proposed name in accordance
with the other two options provided by the applicant.
➢ This has resulted in not only saving time of incorporation but
cost of incorporation. Now a company with paid up capital of
Rs.100,000 can be registered in Rs.1,550 online and Rs.3,000
in physical form.
43. 438/21/2017
Single Step Process
Submit application for Name Reservation and Incorporation
simultaneously.
Two Step Process
STEP 1: Name Reservation
STEP 2: Prepare and submit documents
Company Incorporation Process
44. 448/21/2017
ANNEXURE-I
COMPANIES (INCORPORATION) REGULATIONS, 2017
[See Regulation 3]
APPLICATION FOR RESERVATION OF NAME
(To be completed by applicant in block letters.)
1. Fee Payment Details 1.1 Challan No
1.2 Challan Amount (Rs.)
2. Propose three options for name
reservation
Option 1
(mandatory in case of combined
application otherwise single
name may be provided)
Option 2
Option 3
(Please enter the name without kind of company e.g. (Pvt.) Limited, Limited etc.). (Maximum 70 characters)
3. Kind of proposed company
a. Private Limited Company
b. Single Member Company
c. Public Limited Company
d. Association Not for-profit under section 42 of the Companies Act, 2017
e. Other (Please specify)
4. Principal line of business for proposed
company
5. Meaning / Significance of proposed name
Annexure-I
45. 458/21/2017
Annexure-I
6. If any company or entity exists with identical
or similar name, please mention your
relationship with such company or entity
along with board resolution/ NOC showing
no objection on registration of a company
with similar name.
7. Declaration I do hereby solemnly and sincerely declare that the
information provided in the form is true and correct
and nothing is concealed and that the proposed name,
if reserved, shall be used only for the purpose of
registration of company
8. Name of Proposed Subscriber/Authorized
Intermediary
8. Signatures
9.
Registration No of Authorized Intermediary,
if applicable
10. N.I.C No. where the applicant is
proposed subscriber
(Passport No. in case of foreign national)
Day Month Year
11. Date
Enclosures:
1. Original paid bank challan evidencing payment of fee
2. Copy of NOC/permission/letter of intent of competent authority (if applicable)
3. Any other document deemed necessary.
46. 468/21/2017
An applicantshallmake an applicationeither through e-service or in physicalform to
the registrar for incorporationof company as per Annexure-IV of the Regulations
along with the following documents:
Memorandum of Association;
Articles of Association, where required;
Copies of CNIC/NICOP of the subscribers/directors/chief executive officer or copy of Passport
in case of a foreigner;
Copy of CNIC/NICOP of Nominee only in case of single member company or copy of Passport
in case of a foreigner;
Copy of CNIC of witness in case of physical filing;
Authorization for filing of documents for the proposed company by the subscribers as per
Annexure-V in favor of either one of them or registered intermediary; and
NOC/Letter of Intent/ License (if any) of the relevant regulatory authority in case of
specialized business as mentioned in regulation 4;
Original paid bank challan evidencing the payment of fee specified in Seventh Schedule of
the Act.
Note: In case of combined applicationfor incorporationof company, documentation
shall be prepared as per name containedin option 1 of Annexure-I of the Regulations
Step 2-submission Of Document
47. 478/21/2017
Annexure-IV
COMPANIES (INCORPORATION) REGULATIONS, 2017
[See Regulation 5]
APPLICATION FOR COMPANY INCORPORATION
PART-I
(To be completed by the applicant in block letters)
1.1 Name of the Company
1.2 Fee Payment Details 1.2.1 Challan No
1.2.2 Challan Amount (Rs.)
PART-II
Section – A - Company information
2.1 Correspondence
Address
City District Province
Telephone Number Email Address
Mobile Number
2.2 Registered office
Address, if any
City District Province
Telephone Number Website(if any)
Mobile Number Email Address
2.3 Principal line of
business
48. 488/21/2017
Annexure-IV
Section – B – Capital Structure
Class/Kind
Face Value
Number of
shares
Total Amount
2.4 Authorized Capital
2.5 Paid Up Capital
Section – C – Special business information
(Applicable in case of Banking Company, Non-banking Finance Company, Insurance company,
Modaraba management company, Stock Brokerage business, forex, managing agency, business of
providing the services of security guards and any other business restricted under any other law or as may
be notified by the Commission)
2.6 Nature of business in case of
specialized business requiring license /
permission / approval (please specify
and also attach NOC / approval of the
relevant authority)
*(Additional documents will be required by the registrar)
Section – D – Company subscribers, proposed directors, proposed chief executive officer, and
nominee
2.7 State Number of directors fixed by subscribers:
[Please note that as per law a company must have minimum director as follows:]
Kind of Company Minimum
number of
directors
required by
law
No. of
proposed
directors
Single Member Company 01
Private Limited Company 02
Public Limited Company 03
2.8 Details of subscribers, proposed directors and proposed chief executive
officer
Na
m
e
Father
/
Husba
nd
Name
CNIC
(in case
of
Pakistan
i
national
) or
Passport
No(in
case of
foreigne
r)”
Incorpo
ration/
Registra
tion
Number
Nati
onali
ty
Occu
patio
n
Residential
address/regis
tered office
address or
principal
office (in case
of a
subscriber
other than a
natural
person)
NTN
(in case
of
directo
r,
where
applica
ble)
Designation
(Director/
Subscriber/
CEO) Please
specify
No of
shares
subscri
bed
(for
subscri
ber)
Signatur
es
49. 498/21/2017
Annexure-IV
2.9 Details of Nominee (only in case of single member company)
Name of Nominee
CNIC of Nominee
Residential address of Nominee
Telephone number of Nominee
Email address of Nominee
Relationship of Nominee with
subscriber
Signature of Nominee
Section – E- If the company limited by shares intends to adopt tables contained in First
Table A- Part I (Articles of association of company limited by shares)
Table A- Part-II (Articles of association of single member company limited by shares)
Section – F- The company limited by shares in case it has not adopted articles contained in First
Schedule to the Act company limited by guarantee and unlimited company shall attached the
articles of association.
50. 508/21/2017
Annexure-IV
PART-III
Declaration under section 16
3.1 Declarant Name
3.2 Declarant Profession /
Designation
(Please check
relevant box)
□ Authorized Intermediary
□ a person named in the articles as Director of the
proposed company
3.3 Declaration I do hereby solemnly and sincerely declare that:
a) I have been authorized as declarant by the subscribers;
b) all the requirements of the Companies Act, 2017, and the
regulations made there under in respect of matters
precedent to the registration of the said Company and
incidental thereto have been complied with
c) I make this solemn declaration conscientiously believing
the same to be true.
3.4 Declarant Signature
3.5 Registration No of authorized
intermediary, if applicable
3.6 Date
Enclosures:
(i) Original paid bank challan evidencing payment of fee
(ii) Memorandum of Association
(iii) Articles of Association, where applicable
(iv) Copies of CNIC/NICOP of the subscribers/directors/chief executive officer or copy of
Passport in case of a foreigner;
(v) Copy of CNIC/NICOP of Nominee only in case of single member company or copy of
Passport in case of a foreigner;
(vi) Copy of CNIC of witness in case of physical filing;
(vii) NOC/Letter of Intent/ License (if any) of the relevant regulatory authority in case of
specialized business
(viii) Authority letter for filing of documents for the proposed company on behalf of the
subscribers
(ix) Copy of CNIC/Passport of person duly authorized by the Board of directors of a body
corporate which is a subscriber. Further, copy of Board resolution along with attendance
sheet duly authorizing the representative.
(x) In case the subscriber is a foreign company, the profile of the company, detail of its
directors, the charter, statute or memorandum and articles of the foreign company duly
notarized in the country of origin.
Witness to above signatures: (For the documents submitted in physical form)
Signatures
Full Name (in Block Letters)
Father‘s/ Husband‘s name
Nationality
CNIC No.
Usual residential address
52. 528/21/2017
(i) In case of an individual:
a) Holds valid certificate of practice from ICAP; or
b) Holds valid certificate of practice from ICMAP; or
c) a practicing member of ACCA, CPA, CMA or recognized foreign
accountancy organizationas notified by the Commission;or
d) Holds LLB degree and duly licensed by the concerned Bar Council;
or
e) with at least two years of experience in handling corporate affairs;
or
f) Holds MBA with specialization in Finance, M.Com and Masters of
Law
g) possess any other qualificationas notifiedby the Commission.
Registration Criteria
53. 538/21/2017
(ii) in case of a company or a firm or a limited liability partnership, one year
of experience in handling corporate affairs. If at least one director meet
the qualification and experience, no prior experience required
(iii) Compliant with the Continuous Learning requirements outlined by the
relevant institute/body;
(iv) has a National Tax Number, an established office in Pakistan with
adequate physical infrastructure and has informational technology
infrastructure complying with the minimum requirements in case the
authorized intermediary utilizes e-services facility of the Commission;
(vii) the individual/partners/directors have not been:
undischarged insolvents;
convicted by a court of law for an offence involving moral turpitude;
and
convictedof any offence under the Pakistan Penal Code
Registration Criteria
54. 548/21/2017
Only one registered intermediary to act as an authorized
intermediary for filing of documents required under the Act
The Company to enter into a written agreement with the
authorized intermediary
The agreement to be maintained by the company in its record
for inspection by auditors and the Commission.
Procedure for Appointment
55. 558/21/2017
The authorized intermediary and its employees to whom it has delegated
the function shall
act with due care, skill and diligence in carrying out their duties and
responsibilities;
ensure that the documents filed on behalf of company or promoters of a
company or foreign company complies with the requirements of the Act
and other applicable laws;
ensure that proper record of documents filed on behalf of company or
promoters of the proposed company or foreign companyis maintained;
ensure confidentiality of documents and information filed on behalf of
the company or promoters of the proposed company or foreign
company; and
maintain the record of agreement between the company or promoters
of the proposed company or foreign company and the authorized
intermediary and any changes therein.
Duties and Responsibilities
56. 568/21/2017
• Responsible for the acts and omissions of all employees to
whom it has delegated its functions as an authorized
intermediary.
• Compliance with the Continuous Professional Development
Course on an annual basis as notified by the Commission.
• shall comply with the directions and instruction, issued from
time to time, by the Commission or registrar, failing which
penal action may be initiated.
Duties and Responsibilities