Noor Ul Hadi

 GOVERNMENT OF PAKISTAN SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN -.-.- Islamabad, the 8th October, 2018 NOTIFICATION S.R.O. 1225 (I)/2018.— In exercise of the powers conferred under sub-section (1) of section 512 of the Companies Act, 2017 (XIX of 2017), the Securities and Exchange Commission of Pakistan is pleased to make the following regulations, the same having been previously published vide S.R.O. 758(I)/2018 dated 11th June, 2018 as required by proviso to sub-section (1) of said section 512, namely— 1. Short title and commencement.—(1) These Regulations shall be called the Companies (General Provisions and Forms) Regulations, 2018. (2) They shall come into force at once. 2. Definitions.—(1) In these regulations, unless there is anything repugnant in the subject or context,- (i) “Act” means the Companies Act, 2017 (XIX of 2017); (ii) “authorized officer” for the purpose of these regulations includes a chief executive officer, director, company secretary, chief financial officer of the company or an authorized intermediary to sign a document or proceeding requiring authentication by the company: Provided that— (a) in the case of a company in relation to which an administrator has been appointed under sub-section (1) of section 291, the administrator of such company; or (b) in the case of a company in liquidation, the liquidator of such company; shall be the authorized officer of the company; Page 1 of 99 (iii) “authorized intermediary” shall have the same meaning as assigned to it in the Intermediaries (Registration) Regulations, 2017; (iv) “fee” means fee as specified in seventh schedule of the Act; (v) “Form” means a form attached to these regulations and includes a return; (vi) “registrar concerned” shall have the same meaning as assigned to it under the Companies (Registration Offices) Regulations, 2018; and (vii) “section” means section of the Act; (2) The words and expressions used but not defined in these regulations shall have the same meaning as are assigned to them in the Act, Securities and Exchange Commission of Pakistan Act, 1997(XLII of 1997), Securities Act, 2015 (III of 2015) and any rules made thereunder. 3. Prescribed particulars.—The particulars contained in the forms or returns are hereby specified as the particulars, if any, required under the relevant provisions of the Act. 4. Forms and Returns.—Pursuant to the provision of section 506 of the Act, formats of following forms and returns are specified which shall be used in all matters to which those forms and returns refer: S.No. Name of Description Relevant section Form /regulation 1. Form A Annual return of company having share capital Section 130(1) 2. Form B Annual return of company not having share capital Section 130(2) 3. Form C Annual return of companies in case there is no Section 130(5) change of particulars since last annual return filed with the registrar Page 2 of 99 4. Form D Annual return of inactive company Sections 130(1) & 424(5) and Regulation 36 5. Form 1 Receipt of subscription money Section 17(3) with Appendix 6. Form 2 Application for conversion of status of company Sections 46, 47, 48 & 49 and Regulations 11 7. Form 2A Filing of altered memorandum and articles of Sections 46, 47, association after approval of the commission for 48 & 49 and conversion of status of a Company Regulations 11 8. Form 3 Return of allotments of shares Section 70 and with Regulation 12 Appendix 9. Form 3A Change of more than twenty five percent in Section 465(4) shareholding or membership or voting rights and Regulation 14 10. Form 4 Intimation about Principal line of business or change Sections 26, 27, therein 28, 29 & 32 11. Form 5 Petition for alteration of memorandum Section 32(1)(a) or (c) and Regulation 10 Page 3 of 99 12. Form 6 Notice of consolidation, division or sub-division of Section 85(1)(b), shares, specifying the shares so consolidated, (c), (d) divided or sub-divided or the cancellation of shares (otherwise than in connection with a reduction of share capital under section 89 of the act) 13. Form 7 Notice of alteration in share capital Section 85(1)(a) 14. Form 8 Application for change of name Sections 11 & 12 15. Form 9 Notice of the court’s order disallowing / confirming Section 59(4) the variations of the rights of holders of/ special class of shares 16. Form 10 Particulars of mortgages, charges, pledge, etc. Sections 100, 105 & 448 and Regulation 18 17. Form 11 Particulars of mortgage or charge subject to which Section 100(4) & property has been acquired 448 and Regulation 18 18. Form 12 Register of mortgages, charges, pledge etc., to be Section 112 & maintained by a company 448 19. Form 13 Registration of entire series of debentures/ Sections 101 & redeemable capital 448 and Regulation 18 Page 4 of 99 20. Form 14 Particulars of an issue of redeemable capital / Sections 101 & debentures in a series when more than one issue in 448 and the series is made Regulation 18 21. Form 15 Notice of appointment or change of nominee or Sections 14(1)(c) change in his particulars (for single member and Regulation 27 company only). 22. Form 16 Particulars of modification of mortgage, charge, Sections 106 & pledge, etc. 448 and Regulation 18 23. Form 17 Memorandum of complete satisfaction of mortgage, Sections 109 & charge, pledge, etc. 448 24. Form 18 Notice of appointment/ cessation of receiver or Sections 113 & manager to be given by the person who obtained an 449 order for appointment of / appointed a receiver or manager 25. Form 19 Notice to be given by receiver /manager on ceasing Sections 114(1) & to act as such 449 26. Form 20 Receiver or manager’s abstract of receipts and Sections 114(1) & payments 449 27. Form 21 Notice of situation of registered office or any change Section 21 therein 28. Form 22 Declaration regarding compliance with the Section 19(1)(d) conditions of section 19 of the Companies Act, 2017 Page 5 of 99 before commencing business in case of a company issuing prospectus 29. Form 23 Declaration before commencing business in case of Section 19(1)(e) a company filing statement in lieu of prospectus 30. Form 24 Notice of rectification of register of members/ Sections 128 & directors 197(9) 31. Form 25 Statutory Report Section 131(6) 32. Form 26 Special Resolution Section 150 33. Form 27 Declaration to be submitted to the court by Section 315(5) provisional manager/official liquidator 34. Form 28 Consent to act as director / chief executive Section 167 35. Form 29 Particulars of directors and officers, including the Section 197 and chief executive, secretary, chief financial officer, Regulation 20 auditors and legal adviser or of any change therein 36. Form 30 Notification of particulars of beneficial ownership to Section 452(1) the company and Regulation 37 37. Form 31 Return containing particulars of substantial Section 452(2) & shareholders/ officers for Companies’ global (4) and register of beneficial ownership Regulation 37 Page 6 of 99 38. Form 32 Return containing particulars of companies for Section 452(3) companies’ global register of beneficial ownership and Regulation 37 39. Form 33 Notice of address where books of accounts are Section 220 & maintained 449 40. Form 34 Pattern of Shareholding Section 227(2)(f) 41. Form 35 Filing of copy of scheme of amalgamation Section 284(5) and Regulation 33 42 Form 36 Notice of Dissenting Shareholders Section 285(1) and Regulation 32 43 Form 37 Information to be furnished in relation to any offer Section 285(5) with of a scheme or contract involving the transfer of and Regulation 32 appendix shares or any class of shares in the transferor company to the transferee company 44 Form 38 Application for obtaining status of inactive company Section 424(1) and Regulation 36 45 Form 39 Application for conversion of status from inactive to Section 424(5) active company and Regulation 36 5. Filing Procedure.—(1) Subject to the provision of sub-section (4) of section 471 of the Act, any form, return, application, document or report required to be filed or lodged by a company under any provision of the Act or these regulations shall be filed or lodged either online through e-service or in physical form in the following manner to the Commission or the Registrar, as the case may be: (a) duly signed by the authorized officer as defined in regulation 2; Page 7 of 99 (b) accompanied by original paid bank challan or other evidence in respect of payment of fee as per Seventh Schedule (not applicable in case of online filing through e-service); and (c) in case of appeal, other than appeal in the appellate bench of the Commission, or application, it shall, in addition to complying with any other requirement of the Act or the rules or regulations, be – (i) duly signed and verified by an affidavit by the applicant indicating complete name, address, contact numbers (official/cell phone) and email address if any; in the case of a company, signed and verified by an affidavit of an authorized officer of the company; (ii) neatly and legibly typed or printed, setting out precisely the facts, grounds and claims or relief applied for in serially numbered paragraphs and specifying the relevant provisions of the Act under which action or relief is applied for; and (iii) accompanied by documents referred to in the application or relied upon and, in the case of an appeal against any order or decision, by a copy of such order or decision. (2) The Commission or the registrar, as the case may be, may require such documentary proof with respect to the status, designation or entitlement of the person or individual making or authenticating the application as it or he may deem necessary. 6. Payment of fees, etc.—(1) Except as otherwise provided in the Act, all fees, charges or other amounts payable, under the Act, rules, regulations or any notification issued by the Federal Government, Commission or registrar shall be deposited with the designated bank branch and accounted for to the Commission. (2) The original copy of the receipt thereof shall be furnished to the Commission or the registrar, along with the relevant document, return or application: Provided that in case of online submission, the paid challan or other evidence of payment of fee shall not be required to be furnished to the Commission or the registrar. Page 8 of 99 7. Modes of payment of fee.—The fee required to be paid to the Commission and the registrar in respect of the several matters specified in Seventh Schedule to the Act, may be paid through— (i) credit card; or (ii) debit card; or (iii) other mode of online payment approved by the Commission; or (iv) challan in the designated branch of the bank. 8. Service of documents on Commission, registrar or company.—(1) An application or any document required to be submitted to the Commission or the registrar in pursuance to or for the purposes of any of the provisions of the Act shall, unless otherwise proved, be deemed to have been received or delivered to it or him on the day on which it is received by its or his office. (2) An application or any document required to be served on the company or any of its officers in pursuance to or for the purposes of any of the provisions of the Act or rules or regulations made thereunder shall be served at the registered office of the company against an acknowledgement or by post or courier service or through electronic means including facsimile and email or by leaving it at the registered office of the company. Provided that a document may also be served at the residential address of the officers of the company, wherever deemed necessary. 9. Circulation of reports and notices by companies.—Unless otherwise provided by the Act or these regulations, any report, notice, statement, circular or other document required under the Act or any rule or regulations made thereunder to be circulated, transmitted or forwarded to the members, debenture-holders or creditors shall, unless it is delivered against an acknowledgement be served on a member, debenture-holder or creditor at his registered address or, if he has no registered address in Pakistan, at the address provided by him to the company for the giving of notices to him against an acknowledgement or by post or courier service or through electronic means or in any other manner as may be notified by the Commission. 10. Alteration of memorandum.—Subject to the provisions of section 32 of the Act, the company shall submit a petition to the Commission for amendment in memorandum pursuant to Page 9 of 99 clause (a) or clause (c) of sub-section (1) of section 32 as per Form 5, within sixty days from the date of special resolution. 11. Conversion of status of a company.— (1) Subject to the requirements of sections 46, 47, 48 and 49 of the Act, a company desirous of converting its status shall, not later than sixty days from the date on which the special resolution was passed, make an application on Form 2 to the Commission for its approval, in any of the following circumstances, namely— (i) conversion of a public company into a private company or a single member company; or (ii) conversion of a private company into a single-member company; or (iii) conversion of an unlimited company into a limited company; or (iv) conversion of a company limited by guarantee into a company limited by shares. (2) The company shall file a copy of the memorandum and articles of association as altered on Form 2A with the registrar within fifteen days from the date of the order of the Commission. 12. Return of allotments of shares.—(1) Subject to the provisions of section 70 and 83 of the Act, a company having a share capital shall file a return of allotment of shares, with the registrar as per Form 3 within forty-five days after the date of allotment. (2) Where shares are allotted against consideration otherwise than in cash as per requirements of clause (c) of sub-section (1) of section 70 of the Act, the documents which are to be filed with the registrar along with the return of allotment, shall be verified in the following manner, namely— (i) by an affidavit of an authorized officer that these are true copies; (ii) by certification of the public officer having custody of the original document, where applicable: Provided that the company shall comply with the requirements of the Companies (Issue of Capital) Rules, 1996 and any other relevant rules or regulations issued by the Federal Government or the Commission, as the case may be. Page 10 of 99 13. Transfer of shares by member of a private company.—(1) Subject to the provisions of sub-section (1) of section 76 of the Act, a member of a private company, not being a single member company, desirous to sell any share(s) held by him shall intimate the board of his intention through a notice. (2) The transferor shall offer shares for sale at a specific price or at some other price arrived at through negotiation between the offering member and the board of directors of the company. (3) In case all the members decline to accept the offer or if any of the shares are left over, the shares may be sold to any other person: Provided that shares shall not be offered to outsiders at a price lower than the offered price. (4) Nothing in this regulation shall apply to— (i) the transfer of qualification shares which are required to be held by the director under section 200 of the Act; or (ii) the shares, which are required to be transferred by operation of law; or (iii) the shares, which have been gifted to family; Explanation: For the purpose of this clause the word “family” means “spouse”, “children”, “siblings”, lineal ascendants and descendants. 14. Return for change in shareholding etc.—Subject to the provisions of sub-section (4) of section 465 of the Act, a company other than a listed company, shall inform the registrar about any change of more than twenty five percent in its shareholding or membership or voting rights as per Form 3A within fifteen days after the day on which the threshold of more than twenty five percent is reached. 15. Further issue of Shares.— Subject to the provisions of section 83 of the Act, the letter of offer to be sent to the members shall, among other matters and information, expressly state— (i) Authorized and paid up capital along with the number of shares and par value of each share; Page 11 of 99 (ii) Profits & Losses, dividend, bonus declared during preceding three years (or such shorter period for which the company may have issued accounts; (iii) Amount of the proposed issue (indicating the number of shares and par value of each share); (iv) Proportion of new issue to existing shares with any condition applicable thereto; (v) Purpose of the issue specifying the main object for which additional funds are required; (vi) date upto which the offer, if not accepted, shall be deemed to have been declined; and (vii) Any other material information. 16. Issue of certificate of shares.—(1) Subject to the provisions of section 62 of the Act, the physical certificate of any share or shares of a company shall be issued in the following manner, namely— (i) in pursuance of a resolution passed by the Board; and (ii) on surrender to the company of letter of allotment, save in cases of issues against letters of acceptance or of renunciation, or in cases of issue of bonus shares: (2) No certificate of any share or shares shall be issued either in exchange for those which are sub-divided or consolidated or in replacement of those which are defaced, torn or old decrepit, worn-out, or in cases where space for recording transfers has been duly utilized, unless the certificate in lieu of which it is issued is surrendered to the company. (3) The duplicate share certificate or letter of allotment shall be issued in accordance with the provision of section 73 of the Act. (4) The certificate of shares issued in physical form shall specify the certificate number, folio number, name of company, authorized and paid up capital of the company at the time of issuance of certificate, date of issue, name(s) of the person(s) in whose favor the certificate is issued, class and kind of share, par value of share and in case of transfer, name of transferee, date of transfer, signature of authorized officer of the company: Page 12 of 99 Provided that in case duplicate share certificate is issued, the date of initial issuance along with word “DUPLICATE” shall be mentioned on the certificate. (5) Every share certificate shall be issued under the company’s common seal, which shall be affixed in the presence of, and signed by two directors duly authorized by the Board of Directors of the company for the purpose if so authorized by the Board: Provided that, in case of a single member company, every share certificate shall be issued under the common seal of the company, which shall be affixed and signed by the single director of the company. 17. Issuance of shares in book-entry form.—Subsequent to the notification under section 72 of the Act, all companies required to replace its physical shares with book-entry form shall apply to a Central Depository in terms of the relevant Regulations for declaration of company’s shares as eligible securities and comply with the requirements of the Central Depository for issuance of shares in book entry form. 18. Verification of copies for purposes of sections 100, 101 and 106.—A copy of every instrument or deed creating or evidencing any charge or mortgage or pledge and required to be filed with the registrar in pursuance of section 100, 101 and 106 shall be verified as follows, namely— (a) Where the instrument or deed relates, whether wholly or partly, to property situated in Pakistan, the copy shall be verified in following manner— (i) by an affidavit of an authorized officer that these are true copies; or (ii) by a certification of the public officer having custody of the original document. (b) Where the instrument or deed relates solely to property situated outside Pakistan, the copy shall be verified by an affidavit of an authorized officer of the company, or of a person interested in the mortgage or charge or pledge on behalf of any person other than the company, stating that it is a true copy. 19. Particulars of members and debenture-holders.—Subject to the provisions of section 119 and 122 of the Act, every company shall keep a register of its members and a register of debenture-holders containing the following particulars, namely— Page 13 of 99 (a) in case of a member or debenture-holder who is a natural person— (i) folio number; (ii) full name; (iii) father's name/ husband name; (iv) NIC/NICOP/Passport Number; (v) nationality; (vi) mobile number/landline number; (vii) email address, if available; (viii) usual residential address; (ix) occupation, if any; (x) in case of foreign national or dual national, country of origin; (xi) in case of minor member or debenture-holder, his date of birth along with name and address of his guardian; (xii) date on which name was entered in the register as a member /debenture-holder; and (xiii) date on which the person ceased to be a member / debenture-holder and reason of cessation. (b) in case of member or debenture-holder other than a natural person— (i) folio number; (ii) name of legal person; (iii) official address; (iv) name of authorized representative/designated partner and his particulars as required in (a)(ii) to (a)(xi) above; Page 14 of 99 (v) date on which name was entered in the register as a member /debenture-holder; and (vi) date on which the person ceased to be a member/ debenture-holder and reason of cessation. (c) additional particulars in the case of a company having a share capital— (i) number of shares/debentures held by each member/ debenture-holder; (ii) class or kind, if any, of shares/ debentures held; (iii) distinctive number of each share held, where applicable; and (iv) number of shares / debentures held by member/ debenture-holder which are subject to encumbrance, if any, along with nature of encumbrance. 20. Particulars of directors and officers.—(1) Subject to the provisions of section 197 of the Act, every company shall keep a register of its directors and officers, including the chief executive, company secretary, chief financial officer, auditors and legal adviser, containing their particulars as specified through Form 29 which have been furnished to the company by each of the aforementioned director and officer in pursuance of the provisions of sub-section 2 of section 197 of the Act. (2) The company shall file a return with the registrar as per Form 29 in pursuance of sub-section (3) of section 197: Provided that in case of resignation of a director or chief executive officer, Form 29 shall be supported by the resignation letter duly signed by the resigning director, which shall be verified through an affidavit on stamp paper duly signed by the person who has signed Form 29 and attested by an oath commissioner and witnessed. 21. Particulars of contracts or arrangements in which directors are interested.—(1) Subject to the provisions of section 209 of the Act, the company shall keep one or more separate registers containing following particulars of all contracts or arrangements including particulars relating to the concern or interest of any director in any association having contract or arrangement with the company and other information relating to such director, namely— Page 15 of 99 (i) the date of the contract or arrangement; (ii) the names of the parties thereto; (iii) the principal terms and conditions thereof; (iv) amount of contract or arrangement; (v) the name of the director interested in the contract or arrangement; (vi) name of the association and the extent or nature of interest of director therein and also his relationship with association; and (vii) date on which interest or concern arises or changes. (2) Subject to the provision of sub-section (2) of section 209, the particulars as mentioned in clauses (v), (vi) and (vii) of sub-regulation (1) or any change therein, shall be disclosed to the company by each of the relevant director within thirty days. 22. Qualifications and Experience of company secretary.—Subject to the provisions of section 194 of the Act, the public company shall appoint as company secretary— (a) a person who is a member of— (i) a recognized body of professional accountants; or (ii) a recognized body of corporate or chartered secretaries; or (b) a person holding a master degree in business administration or commerce or being a law graduate from a university recognized by the Higher Education Commission of Pakistan or in case of foreign qualification in the above disciplines, holds an equivalence certificate from Higher Education Commission of Pakistan and having at least five years relevant experience in case of listed company or two years relevant experience in case of other public company; or (c) a retired government servant in BS-18 or equivalent or above with at least fifteen years’ service: Page 16 of 99 Provided that a person already engaged by a public company as company secretary in terms of the Companies (General Provisions and Forms) Rules 1985 may continue in that capacity. 23. Female representation on the board of public interest company.—The board of a public interest company not being a listed company, shall have at least one female director having at least bachelor’s degree from an institution recognized by Higher Education Commission: Provided that a company having no female representation on its board, shall, in addition to its elected or nominated directors, appoint at least one female director within one year from the date of commencement of these Regulations: Provided further that this regulation shall not apply in case, a company has already female representation on its board having requisite educational qualification. 24. Fresh election of directors of a listed company.—(1) Any member of a listed company having acquired requisite shareholding to get him elected as a director on the board, may file a requisition along with following documents to the company for holding fresh election in terms of provisions of section 162 of the Act— (i) evidence of acquisition of requisite shareholding to get him elected as a director; (ii) an affidavit to the effect that he has complied with the requirements of all other relevant laws while acquiring the requisite shareholding in the company; and (iii) an undertaking to the effect that he shall not dispose of the shares till next election of directors of the company. (2) The listed company shall hold fresh election of directors in accordance with the procedure laid down in section 159: Provided that the notice of the meeting as specified in sub-section (2) of section 159 shall also disclose the fact that fresh elections are being held on application of a member under section 162 of the Act: 25. Availability of financial statements on the website of listed Company.—Subject to the provisions of section 223 and 237 of the Act, a listed company shall make available its annual and quarterly financial statements for the last ten years, where applicable, on its website. Page 17 of 99 26. Intimation about change in nominee or his particulars.—A single member company shall report change in nominee or change in particulars thereof or appointment in case of conversion of status to a single member company, within fifteen days of the change or conversion of status to the registrar on Form 15. 27. Application for extension in the period for holding annual general meeting and laying of financial statements.—(1) Subject to the requirements of section 132 and section 223 of the Act, an application for the grant of an extension in the time for— (i) holding any annual general meeting, pursuant to the proviso to sub-section (1) of section 132; or (ii) laying before the annual general meeting financial statements, pursuant to the proviso to sub section (2) of section 223; shall, in the case of a listed company, be submitted to the Commission and, in any other case, to the registrar concerned not less than thirty days before the last date on which such general meeting is required to be held under the said section: Provided that the registrar concerned or the Commission, as the case may be, may for special reasons to be recorded in writing, entertain an application which is submitted less than thirty days before the last date on which the annual general meeting is required to be held under the said sections. (2) The application aforesaid shall state— (i) the registration number, name and address of the company; (ii) the date on which the last annual general meeting, if any, was held and the financial year of which the financial statements were laid at therein; (iii) the date up to which the annual general meeting is required to be held for the purposes of the said sections and the date up to which the financial statements are required to be laid therein; (iv) reasons for not being able to hold the annual general meeting or not laying the financial statements at the general meeting by the date mentioned in clause (iii) and justification for extension in the period to the extent applied for; and Page 18 of 99 (v) when the delay is attributed to non-completion of books of accounts or non-finalization of audit, the exact state of books of accounts with reasons for non-completion of such books or for non- finalization of the audit, as the case may be, such information being accompanied by a certificate of the company’s auditor as to the state of its accounts, reasons for delay in completion of audit and the minimum time required for the purpose. 28. Conduct of shareholders in the meeting.—(1) The chairman of the meeting shall read out the manner in which general meeting shall be conducted that includes providing opportunity to the members seeking any explanation and meaningful discussion, choice of suitable language and time allocated to members to participate in the proceedings of the meetings. (2) The shareholders shall observe following conduct in general meetings in terms of section 215 of the Act— (i) shall not bring such material that may cause threat to participants or premises where meeting is being held; (ii) shall confine themselves to the agenda items covered in the notice of meeting; (iii) shall keep comments and discussion restricted to the affaires of the company; and (iv) shall not conduct in a manner to disclose any political affiliation. 29. Video link facility for meetings.—Where the company provides facility to its members for attending meeting through video link subject to the provisions of clause 73 of sub-section (1) of section 2, section 134 of the Act and its articles of association, the meeting shall be conducted in the following manner— (i) the company shall ensure that the notice of general meeting specifically mentions therein that participation through video link shall be arranged on demand by members residing in a city and holding ten percent of the total paid up capital; (ii) the chairman of the meeting and company secretary shall ensure that no person other than the member or proxy holder is attending the meeting Page 19 of 99 through video link and shall take any further steps to maintain integrity of such meetings; (iii) the chairman of the meeting and company secretary shall take the responsibility to ensure availability of adequate facilities at specified locations without interruption / distortion and appoint coordinator at the place of video conference facility to conduct voting and assist chairman of the meeting; and (iv) the company secretary shall secure the tele/video recording of the proceedings of the meetings and keep the same in his custody along with other relevant record. 30. Application under section 256.—(1) Every application for investigation into the affairs of a company under clause (a) or clause (b) of section 256 shall specify— (i) the name and address of the registered office of the company whose affairs are sought to be investigated; (ii) the names and addresses of the applicants, and, in the case of a company having a share capital, also the total number of shares of the company held by each of them together with the amount paid up thereon; (iii) if the company has a share capital, the issued and paid-up capital of the company and the nominal or face value of the shares or, if the company has no share capital, the total number of its members; (iv) the precise and specific reasons for requesting the investigation with particulars of alleged irregularities, including the period to which it extends; and (v) whether the applicants agree to give security for payment of the costs of investigation and the ceiling of the amount up to which they so agree. (2) Every such application shall be accompanied by such documentary evidence in support of the reasons for requesting the investigation and the alleged irregularities as is reasonably open to the applicants. Page 20 of 99 (3) Every such application shall be signed by the applicants and shall be verified by their affidavit stating, inter-alia, the paragraphs of the application which contain statements true to their knowledge and the paragraphs of the application which contain statements true to the best of their information and belief. (4) The Commission may, before passing any order on the application, require the applicants or any one or more of them to produce such further documentary or other evidence as the Commission may consider necessary for— (i) the purpose of satisfying itself as to the veracity of the allegations made in the application; or (ii) ascertaining any information which, in the opinion of the Commission, is necessary for enabling it to pass orders on the application; or (iii) ascertaining the eligibility of applicants or any one or more of them to make the application. 31. Authentication of copy of Inspector’s report under section 271.—A copy of the report of an inspector or inspectors, shall, for the purposes of section 271, be authenticated by an officer of the Commission. 32. Manner of giving notice under section 285.—(1) A notice required to be given by a transferee company— (i) to any dissenting shareholder of the transferor company in pursuance of sub-section (1) of section 285; or (ii) to any shareholder of the transferor company who has not assented to the scheme or contract in pursuance of clause (a) of sub-section (2) of said section; shall be given on Form 36 in the manner provided in section 55 and regulation 9 for the service of documents by a company on a member thereof. (2) While making or issuing any offer or issuing any circular containing any recommendation from the directors of the transferor company to the members of that company to Page 21 of 99 accept such offer, the company shall furnish to them the information specified in Form 37 in addition to the statement referred to in clause (b) of sub section (5) of section 285. 33. Filing of copy of scheme of amalgamation in case of amalgamation of wholly owned subsidiary(ies) or companies wholly owned by a person.—(1) Subject to the provisions of section 284 of the Act, the transferee company shall file a copy of the scheme of amalgamation as approved by each amalgamating company, on Form 35 with the registrar within thirty days of date of resolution. (2) Where the amalgamating companies have passed the resolution on different dates, Form 35 along with scheme of amalgamation shall be filed within thirty days of last date of resolution. 34. Investment of retained funds by liquidator in voluntary winding up.—Subject to the requirements of section 372 of the Act, any amounts retained by the liquidator for meeting any claim against the company which may be subjudice or subject matter of adjudication or assessment, shall be invested by the official liquidator in Special Saving Certificates or shall be deposited or invested in the National Savings Schemes in the name of the company in liquidation. 35. Remuneration of receiver or manager.—Subject to the provisions of section 117 of the Act, the remuneration of receiver or manager shall be such amount as fixed by the court while passing the order for appointment of receiver or manager. 36. Inactive Company .—(1) Subject to the provisions of section 424 of the Act, a company may file an application to the registrar as per Form 38 for obtaining status of an inactive company. (2) An inactive company shall comply with the following requirements to retain its inactive status in the register— (i) shall have minimum number of one director in case of a single member company, two directors in case of a private limited company and three directors in case of public limited company; (ii) shall file Annual return on Form D along with payment of annual fee as per Seventh Schedule to the Act. Page 22 of 99 (3) Any company which was earlier granted status of inactive company and now desirous of starting operations shall apply as per Form 39 to the registrar to become active company. 37. Global Register of Beneficial Ownership.—(1) Subject to the requirements of section 452, the substantial shareholder or officer of a company having shareholding in a foreign company or body corporate shall report to the company his shareholding or any other interest as notified by the Commission, as per Form 30 within thirty days of holding such position or interest. (2) The company shall submit all the information received by it, in terms of sub-regulation (1) during the year to the registrar as per Form 31 along with the annual return. In case the company is not required to file annual return, it shall only file Form 31 within thirty (30) days from the last day of the calendar year to which it relates. (3) The company shall also report to the registrar the requisite information in terms of provisions of sub-section (3) of section 452 of the Act as per Form 32 along with the annual return. 38. Maximum fees to be charged by companies.—The maximum limits of fees as are required to be paid to or charged by companies from members, creditors or other persons for supply of copies of documents, inspection of records and other services under the Act shall not exceed the fee specified in the Seventh Schedule for the inspection of a document or register or for the supply of a certified copy of an extract of any document or register kept by the registrar or for other services. 39. Copies of applications to various authorities, etc., to be forwarded to others.— A copy of every application together with a copy of each of the documents enclosed therewith shall be forwarded by the applicant— (i) in the case of an application made to the Federal Government, to the Commission and the registrar concerned; (ii) in the case of an application made to the Commission or the registrar who is head of the organisation for the registration of companies in Pakistan, to the registrar concerned; and this fact shall be stated in the application. 40. Translation of documents other than those under Part XII of the Act.—(1) If any document or portion of any document required to be filed or registered with the registrar or Page 23 of 99 containing any fact required to be recorded by him in pursuance of any provision contained in any part of the Act (except Part XII) is not in English language or in Urdu language, a translation of that document or portion either in English language or in Urdu language certified in the manner provided in sub-regulation (2) and (3), as the case may be, to be correct translation thereof, shall be attached to each copy of the document which is furnished to the registrar. (2) Where any such translation is made outside Pakistan, it shall be authenticated by the signature and seal, if any, of— (i) the public officer in the country where the company is incorporated to whose custody the original is committed; or (ii) a Notary Public of the country where the company is incorporated: Provided that signature or seal of the person so certifying shall be authenticated by a Pakistan diplomatic consular or consulate officer. (3) Where such translation is made within Pakistan, it shall be authenticated by an affidavit of any person having, in the opinion of the registrar, an adequate knowledge of the language of the original and of English or Urdu, as the case may be. 41. Persons authorised to represent in proceedings under sections 479 and 480.—(1) Except as otherwise provided in the Act, the following persons shall be entitled to appear before the Federal Government or the Commission or the registrar in any proceedings under sub-section (5) of section 479 or section 480, namely— (a) If the proceedings are against a company— (i) the chief executive of the company; or (ii) any other person who could make a declaration under clause (a) of sub-section (1) of section 16 of the Act; or (iii) secretary of the company; or (iv) an advocate, entitled to appear before any High Court in Pakistan or the Supreme Court; or Page 24 of 99 (v) a member of the Institute of Chartered Accountants of Pakistan or the Institute of Cost and Management Accountants of Pakistan practicing in Pakistan; or (vi) such other person who possesses the qualification as notified by the Commission; and (b) if the proceedings are against an officer of a company or some other individual allegedly responsible for the offence— (i) the officer or person so alleged; or (ii) unless otherwise required by the Federal government, the Commission or the registrar, any other person as mentioned in sub-clauses (ii), (iv) & (v) of clause (a) above, duly authorised in writing by the said officer or person for the purpose of the proceedings. (2) Where a person authorised under clause (a) or sub-clause (ii) of clause (b) of sub-regulation (1) proposes to appear on behalf of a company or any other person in any proceedings, the written authority entitling him so to do shall be furnished to the federal government, the Commission or the registrar as the case may be, prior to the proceedings. 42. Interpretation of the requirements of the forms.—For the application and interpretation of the requirements of the forms, unless the subject or context otherwise requires, the following shall apply, namely— (i) if an information is required to be disclosed and, in the application of the provision to a company, there is no information which could be so disclosed, an express statement giving the factual position would be required to be made instead of the information to be stated; (ii) if a certain information is required to be disclosed “if practicable”, “if determinable”, “as near thereto as circumstances admit” or under some other similar expression, and it is not practicable for a company to disclose or provide information as required, the precise reasons as to why it is not practicable to provide the information or it is not possible to determine the required information or the circumstances which necessitate deviation from Page 25 of 99 the actual requirements shall be included instead of the information required to be stated. 43. Permanent preservation of memorandum and articles of association of company.—Notwithstanding anything contained in any other regulations, a company shall maintain and preserve permanently at its registered office, copies of its original and altered memorandum and articles of association since incorporation. 44. Penalty for contravention of these regulations.—Whoever fails or refuses to comply with, or contravenes any provision of these regulations, or authorises or permits such failure, refusal or contravention shall, in addition to any other liability under the Act, be also punishable with penalty as provided in sub-section (2) of section 512 of the Act. 45. Repeal.—(1) The following rules and notifications hereinafter referred to as repealed instruments are hereby repealed, namely— (a) The Companies (General Provisions and Forms) Rules, 1985; (b) The Single Member Companies Rules, 2003; and (c) SRO 546(I) /2017 issued under section 452 of the Act. (2) Anything done, actions taken, orders passed, registration granted, notifications issued, proceedings initiated and instituted, prosecutions filed, processes or communications issued, fee charged and powers conferred, assumed or exercised by the Commission under the repealed instruments, shall, on the coming into operation of these regulations, be deemed to have been validly done, taken, passed, granted, charged, issued, initiated or instituted, filed, conferred, assumed and exercised and every action, prosecution or proceeding instituted and every order, directive, notification, circular etc. issued by the Commission shall be deemed to have been initiated, instituted or issued under these regulations and shall be proceeded with to completion and be enforced and have effect accordingly. Page 26 of 99 Form A THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 130(1) and Regulation 4] ANNUAL RETURN OF COMPANY HAVING SHARE CAPITAL PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2 Name of the Company 1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount dd mm yyyy 1.4 Form A made up to 1.5 Date of AGM PART-II Section-A 2.1 Registered office address 2.2 Email Address: 2.3 Office Tel. No.: 2.4 Office Fax No.: 2.5 Principal line of business 2.6 Mobile No. of Authorized officer (Chief Executive/ Director/ Company Secretary/Chief Financial Officer) 2.7 Authorized Share Capital Classes and kinds of Shares No. of Shares Amount Face Value Ordinary Shares 2.8 Paid up Share Capital Classes and kinds of Shares No. of Shares Amount Face Value Ordinary Shares Page 27 of 99 2.9 Particulars of the holding /subsidiary company, if any Name of company Holding/Subsidiary % of shares held 2.10 Chief Executive Officer Name Address NIC No 2.11 Chief Financial Officer Name Address NIC No 2.12 Secretary Name Address NIC No 2.13 Legal Advisor Name Address NIC No 2.14 Particulars of Auditor(s) Name Address 2.15Particulars of Share Registrar (if applicable) Name Address e-mail Section-B 2.16List of Directors as on the date annual return is made S# Name Residential National NIC No. (Passport No. if foreigner) Date of Address appointment ity or election Page 28 of 99 Use separate sheet, if necessary 2.17List of members & debenture holders on the date upto which this Form is made S# Folio # NameAddres Natio No. of NIC No. (Passport No. if foreigner) s nality shares held/D ebentu re Members Debenture holders Use separate sheet, if necessary 2.18 Transfer of shares (debentures) since last Form A was made S# Name of Transferor Name of Number of shares Date of registration Transferee transferred of transfer Members Debenture holders Use separate sheet, if necessary PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and Page 29 of 99 (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2 Name of Authorized Officer with designation/ Authorized Intermediary 3.3 Signatures 3.4 Registration No of Authorized Intermediary, if applicable Day Month Year 3.5 Date INSTRUCTIONS FOR FILLING FORM-A 1. The Form shall be made upto the date of last AGM of the Company or the last date of the calendar year where no AGM is held during the year. 2. Under S. No.2.17 above, the aggregate number of shares held by each member should be stated. 3. When the shares are of different classes the columns should be subdivided so that the number of each class held, is shown separately against S. Nos. 2.7, 2.8 and 2.17 4. If the space provided in the Form is insufficient, the required information should be listed in a separate statement attached to this return which should be similarly signed. 5. In case a body corporate is a member, registration number may be mentioned instead of NIC number. 6. In case of foreign nationals, indicate “passport number” in the space provided for “NIC No.” Pakistani nationals will only indicate “NIC No.” 7. This form is to be filed within 30 days of the date indicated in S.No.1.4. Form B THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 130(2) and Regulation 4] ANNUAL RETURN OF COMPANY NOT HAVING SHARE CAPITAL PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3Fee Payment Details 1.3.1 Challan No 1.3.2 Amount Page 30 of 99 DayMonthYear 1.4Form B made up to 1.5Date of AGM PART-II Section-A 2.1Registered office address 2.2 Email Address: 2.3 Office Tel. No.: 2.4 Office Fax No.: 2.5 Principal line of business 2.6 Mobile No. of Authorized officer (Chief Executive/ Director/ Company Secretary/Chief Financial Officer) 2.7 Total number of members 2.8 Particulars of the holding /subsidiary company, if any Name of company Holding/Subsidiary % of shares held 2.9 Chief Executive Officer Name Address NIC No 2.10 Chief Financial Officer Name Address NIC No 2.11 Secretary Name Address NIC No 2.12 Legal Advisor Name Address NIC No 2.13 Particulars of Auditor(s) Name Address Page 31 of 99 2.14 List of Directors as on the date of Form B S# Name Residential Nationali NIC No. (Passport No. if foreigner) Date of Address ty appointment or election Use separate sheet, if necessary PART-II-B 2.15List of members & debenture holders on the date upto which this Form is made S. Name Address Nationality NIC No. (Passport No. if foreigner) No. Members Debenture holders ***Use separate sheet, if necessary*** PART-III 3.1 Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures Page 32 of 99 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date INSTRUCTIONS FOR FILLING FORM-B 1. The Form shall be made upto the date of last AGM of the Company or the last date of the calendar year where no AGM is held during the year. 2. The total number of members must be added up, to agree with number stated against No.2.7. 3. If the space provided in the Form is insufficient, the required particulars should be listed in a separate statement attached to this return which should be similarly certified and signed. 4. In case a body corporate is a member, NIC number may be omitted to be given. 5. In case of foreign nationals, indicate “passport number” in the space provided for “NIC No.” Pakistani nationals will only indicate “NIC No.” 6. This form is to be filed within 30 days of the date indicated in S.No.1.4 Form C THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 130(5) and Regulation 4] ANNUAL RETURN OF COMPANIES IN CASE THERE IS NO CHANGE OF PARTICULARS SINCE LAST ANNUAL RETURN FILED WITH THE REGISTRAR PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2 Name of the Company 1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount PART-II Day Month Year 2.1 Date of Annual General Meeting PART-III 3.1Declaration: I do hereby solemnly and sincerely declare that: (i) AGM of the company has been held on the date given above in accordance with the provisions of the Companies Act. (ii) since there is no change in particulars of annual return which was filed with the registrar as per date given above, therefore, filing of annual return for the current financial year is not required as per law. Page 33 of 99 I further declare that the information provided in the form is: (iii) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (vi) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date Form D THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 130(1) & 424(5) and Regulations 4 & 36] ANNUAL RETURN OF INACTIVE COMPANY PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3 Annual Fee Payment Details 1.3.1 Challan No 1.3.2 Amount PART-II 2.1Address of Company 2.2Email Address, if any: 2.3Tel. No. if any: 2.4List of members and directors as on the date of this annual return S# Folio No if Name Nation No. of Date of NIC No/passport. of member and/ or director applicable ality shares becomin held, if g any member /director Page 34 of 99 Directors Total Member Total 2.5Confirmation about inactive status of Company It is hereby stated and confirmed that the Company has: (i)not carried out any operation since grant of status as an inactive company; (ii)no substantial assets or Accounting transactions; PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. It is further declared that as soon as company starts its operations, it will report to the Commission, immediately 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date FORM 1 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 17(3) and Regulation 4] RECEIPT OF SUBSCRIPTION MONEY Page 35 of 99 PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2 Name of the Company 1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount PART-II 2.1 Total amount of subscription (Rs.) 2.2 Total amount received against subscription (Rs.) 2.3 Total amount outstanding, if any, against subscription (Rs.) 2.4 Particulars of persons who have not deposited the subscription amount if any Name of subscriber Number of shares Amount Due PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true, and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date Enclosures: 1. Certificate of receipt of subscription money on Appendix to Form 1. APPENDIX TO FORM 1 (On letterhead of practicing chartered accountant/cost and management accountant) CERTIFICATE OF RECEIPT OF SUBSCRIPTION MONEY [Section 17(3) and Regulation 4] Page 36 of 99 I / We have examined the record of M/S , and it is, hereby, verified that a total amount of Rs. < amount> has been received by the company on account of subscription money as per following details: Shares agreed to be taken as per Amount received date of S.NO Name of Subscriber Memorandum of Association by the company receipt No Par value Signature: ________________________ Name: ___________________________ Date: ____________________________ Form 2 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 46 to 49 and Regulations 4 & 11] APPLICATION FOR CONVERSION OF STATUS OF: (i) A public company into a private company (including single member company) (ii) A private company into a single member company (iii) An unlimited company into a limited company (iv) A company limited by guarantee to a company limited by shares (Please tick one relevant box) PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3Fee Payment Details 1.3.1 Challan No 1.3.2 Amount PART-II 2. Capital structure of the Company Existing share capital, if applicable Number ofAmount Shares Proposed share capital after conversion, if applicable Number of Amount Shares 2.1Authorized capital Page 37 of 99 2.2 Paid up capital PART-III 3.1 Precise reasons for conversion dd mm yyyy 3.2 Date of passing special resolution - - PART-IV 4.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 4.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 4.3Signatures 4.4Registration No of Authorized Intermediary, if applicable DayMonthYear 4.5Date Enclosures: 1. Copy of Form 26 (Special Resolution) 2. Draft amended copy of Memorandum and Articles of Association highlighting the amendments 3. NOC (Original) of concerned authority in case doing licensed/specialized business. 4. NOCs (original) of registered charge holders/creditors. 5. In case of conversion of a company limited by guarantee to a company limited by shares, particulars of persons who have agreed to take shares in the proposed capital of the company along with number of shares against each. FORM 2A THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 46 to 49 and Regulations 4 & 11] FILING OF ALTERED MEMORANDUM AND ARTICLES OF ASSOCIATION AFTER APPROVAL OF THE COMMISSION FOR CONVERSION OF STATUS OF: (i)A public company into a private company (including single member company) Page 38 of 99 (ii) A private company into a single member company (iii) An unlimited company into a limited company (iv) A company limited by guarantee to a company limited by shares (Please tick one relevant box) PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 *Amount *fee for authorized capital, if applicable plus filing fee of this form PART-II 2. Capital structure of the Company Existing share capital, if applicable Number of SharesAmount 2.1Authorized capital 2.2Paid up capital 2.3Date of the order of the Commission allowing the conversion of status Proposed share capital after conversion, if applicable Number of SharesAmount DayMonthYear -- PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date Enclosures: Page 39 of 99 1. Duly amended copy of Memorandum and Articles of Association 2. A copy of the order of the Commission, allowing the conversion. 3. In case of conversion of a company limited by guarantee to a company limited by shares, auditors’ certificate verifying receipt of consideration money on the format of Appendix to Form 3. FORM 3 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 70 and Regulations 4 & 12] RETURN OF ALLOTMENTS OF SHARES PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3Fee Payment Details 1.3.1 Challan No 1.3.2 Amount 2. Share Capital 2.1Authorized capital 2.2Paid up capital (Inclusive of present allotment) 2.3Kind of shares (Check relevant checkbox) 2.4Class of shares (Check relevant checkbox) PART-II Number of SharesAmount (Rs) □Ordinary□Preference □Class A □Class B □Preferred: Participatory: Redeemable at company’s option □Preferred: Participatory: Redeemable at Shareholder’s option □Preferred: Non Participatory: Non-Redeemable □Preferred: Non Participatory: Redeemable at company’s option □Preferred: Non Participatory: Redeemable at Shareholder’s option □Any other Class, (please specify)______________ Day Month Year 2.5 Date of allotment* - - (*If shares were allotted on different dates, then date of first allotment shall be mentioned) Page 40 of 99 2.6SECTION A — SHARES ALLOTTED AGAINST CASH CONSIDERATION No of shares indicating class, if any 2.6.1 Per share (Rs) Total Amount (Rs) 2.6.2 Nominal amount 2.6.3 Premium 2.6.4 Discount ( ) (____________) 2.6.5 Total (Amount paid on each share 2.6.2 to 2.6.4) Specify currency Consideration received against 2.6.6 allotment in foreign currency (equivalent amount in PKR included in total amount mentioned at 2.6.5) Total Amount of foreign currency 2.7SECTION B — SHARES ALLOTTED FOR CONSIDERATION OTHERWISE THAN IN CASH indicating class, if No of shares any 2.7.1 Per share (Rs) Total Amount (Rs) 2.7.2 Nominal amount 2.7.3 Premium 2.7.4 Discount ( ) ( ) 2.7.5 Total (2.7.2 to 2.7.4) 2.7.6 The consideration for which shares have been allotted is as follow: Amount (Rs.) (a) Property and assets acquired (give description) (b) Good will (c) Services (give nature of services) (d) Other items ( to be specified) (e) Total (a to d) Page 41 of 99 2.8 SECTION C — ALLOTMENT OF BONUS SHARES No of shares indicating class, if any 2.8.1 Allotment Ratio (Existing Total Amount (Rs) shares / bonus shares) 2.8.2 Details of Bonus Shares Resolution number Day Month Year Particulars of resolution 2.8.3 of Board of directors / shareholders 2.9 SECTION D—NAME, ADDRESSE, AND OTHER PARTICULARS, OF THE ALLOTTEES Date of allotment Name of Father's Nat Country Addres Numb NIC No./NICOP/Passport No. of allottee / iona of origin s of the er of allottee/Registration Number, if any(in in full husband' lity in case allottee shares case of allotee other than natural person) s name of allotte foreign d national (1) (2) (3) (4) (5) (6) (7) (8) dd mm yyyy Please enter NIC No. without (-) PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures 3.4Registration No of Authorized Intermediary, if applicable Page 42 of 99 DayMonthYear 3.5Date Enclosures: 1. In case shares are allotted against cash consideration, a report from Auditor of the Company in terms of section 70(1)(b) of the Act as per Appendix attached herewith, to the effect that the amount of consideration has been received in full. 2. In case shares are allotted against consideration otherwise than in cash, a copy of the contract in writing constituting the title of the allottee to the allotment together with a contract of sale, or for services or other consideration in respect of which that allotment was made, such contract being duly stamped. 3. In case bonus shares are issued, copies of the resolution of Board of Directors /members authorizing the issue of such shares. 4. In case the shares are issued at discount, a copy of the special resolution passed by the members authorizing such issue and where the maximum rate of discount exceeds limits specified in the Act, a copy of the order of the Commission permitting the issue at the higher percentage. 5. In case of allotment of shares in consequence of the exercise of the option for conversion in terms of an agreement for participation term certificates, term finance certificates, redeemable capital, musharika or hire-purchase shall be reported in Section-B and copies of the relevant documents submitted with the return. 6. Any other document, certificate, report etc required under any regulation pertaining to issuance of shares. APPENDIX TO FORM 3 (On letterhead of practicing chartered accountant/cost and management accountant) AUDITORS’ CERTIFICATE VERIFYING RECEIPT OF CONSIDERATION MONEY [Section 70(1) and Regulations 4 & 12] I / We have examined the record of M/S , and it is, hereby, reported that a total amount of Rs. < amount> has been received on account of consideration money against allotment of each of by the company and shares have been issued to each allottee. Signature: ________________________ Name: ___________________________ Date: _____________________________ Page 43 of 99 Form 3A THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 465 (4) and Regulations 4 & 14] CHANGE OF MORE THAN TWENTY FIVE PERCENT IN SHAREHOLDING OR MEMBERSHIP OR VOTING RIGHTS PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3Fee Payment Details 1.3.1 Challan No 1.3.2 Amount PART-II 2.1Change in shareholding 2.1.1Total Number of paid up shares 2.1.2Particulars of change in shareholding Name of C NIC/ Name of C NIC/ Address No of Transferor Passport No. Transferee Passport No. of shares Kind / Date of of Transferor, /Allottee of Transfere transferre Class of transfer/ if applicable Transferee/ e/ d/ Allotted Shares Allotment Allottee, if Allottee applicable Use separate sheet, if necessary. 2.2Change in voting right 2.2.1Reason & details of change in voting rights DayMonthYear 2.2.2Effective date of change in voting right 2.3Change in membership 2.3.1Total Number of members prior to change 2.3.2Particulars of change in members Particulars of Outgoing Member(s), if any Particulars of New Member(s) Name CNIC/ Passport Date of Name CNIC/ Date of Admission No. cessation Passport No. Use separate sheet, if necessary Page 44 of 99 PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signature 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date Form 4 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 26, 27, 28, 29 & 32 and Regulation 4] INTIMATION ABOUT PRINCIPAL LINE OF BUSINESS OR CHANGE THEREIN PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3Fee Payment Details 1.3.1 Challan No 1.3.2 Amount PART-II 2.1SECTION A — CHANGE IN PRINCIPAL LINE OF BUSINESS 2.1.1Previous Principal line of business 2.1.2New Principal line of business DayMonthYear 2.1.3Date of change 2.2SECTION B — INTIMATION ABOUT PRINCIPAL LINE OF BUSINESS Page 45 of 99 2.2.1Principal line of business (applicable if the object stated at serial number1oftheobjectclauseof memorandum is not the principal line of business of the company) DayMonthYear 2.2.2Date of change (if applicable) PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date Enclosures: 1. Copy of the Special Resolution 2. Amended/revised Copy of the Memorandum of Association Form 5 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 32(1) (a) or (c) and Regulations 4 & 10] PETITION FOR ALTERATION OF MEMORANDUM PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3Fee Payment Details 1.3.1 Challan No 1.3.2 Amount PART-II Page 46 of 99 2.1Please specify nature of alteration: Change in place of registered office as per section 32(1)(a) Adoption of any business activity or any change therein which is subject to license, registration, permission or approval under any law as per section 32(1)(c) DayMonthYear 2.2Date of passing special resolution 2.3Precise reason for Alteration Applicable only in case of change in place of registered office 2.4Previous place of Registered office 2.5New place of Registered office DayMonthYear 2.6With effect from PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date Enclosures: 1. Copy of the special resolution; 2. Copy of draft amended memorandum of association and if applicable, copy of articles of association; 3. Comparative statement containing existing provision, proposed provision of the memorandum; Page 47 of 99 4. No objection certificate from relevant department of the Commission or other relevant authority, where applicable. 5. No objection certificate from all registered creditors. Form 6 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 85(1)(b)(c)(d) and Regulation 4] NOTICE OF CONSOLIDATION, DIVISION OR SUB-DIVISION OF SHARES, SPECIFYING THE SHARES SO CONSOLIDATED, DIVIDED OR SUB-DIVIDED OR THE CANCELLATION OF SHARES (OTHERWISE THAN IN CONNECTION WITH A REDUCTION OF SHARE CAPITAL UNDER SECTION 89 OF THE ACT) PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3Fee Payment Details 1.3.1 Challan No 1.3.2 Amount PART-II 2.1Date of Passing of Special Resolution 2.2Notice is hereby given, in accordance with section 85 of the Companies Act, 2017 for the purpose of:- 2.2.1 Consolidation and division of shares or 2.2.2 Sub-division of shares or 2.2.3 Cancellation of shares (Mark the relevant checkbox) Number of shares Rs. Per share Amount (Rs) 2.2.4 Existing share capital 2.2.5 Consolidated/divided 2.2.6 Sub-division of shares 2.2.7 Cancelled shares 2.2.8 New share capital PART-III Page 48 of 99 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date Form 7 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [See [Section 85 (1) (a) Regulation 4] NOTICE OF ALTERATION IN SHARE CAPITAL PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3Memorandum of fee for increase in authorized capital: 1.3.1Total amount payable on capital as increased (Rs.) 1.3.2Amount which would have been payable by reference to its capital immediately before the increase (Rs) 1.3.3Difference of 1.4.1 and 1.4.2 (Rs.) 1.4 *Fee Payment Details 1.4.1Challan No 1.4.2 Amount fee for increase in authorized capital plus filing fee of this form PART-II Page 49 of 99 2.1 Notice is hereby given pursuant to section 85 of the Companies Act, 2017 that a special resolution Day Month Year was passed for increase in authorized share capital on: 2.2 Share capital increased in pursuance of an obligation of the company under an agreement on Day Month Year (date of agreement with party to the agreement) 2.3Increase in authorized share capital Amount (Rs) Divided into (no of shares) Of Rs. per share 2.3.1Existing authorized share capital 2.3.2Addition 2.3.3New authorised share capital 2.4Conditions subject to which the new shares have been or are to be issued PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date Enclosures: Page 50 of 99 1. Amended Memorandum of Association and if applicable, copy of articles of association. Form 8 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 11 and 12 and Regulation 4] APPLICATION FOR CHANGE OF NAME PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount include fee, if any, for processing under Fast Track Registration Services PART-II 2.1New name of the Company 2.2Precise reason for Change DayMonthYear 2.3Date of Passing of Special Resolution PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date Page 51 of 99 Enclosures: 1. Copy of NOC / permission / letter of intent of competent authority (if applicable) 2. Copy of NOC of registered creditors 3. Amended copy of the memorandum of association and if applicable, copy of articles of association 4. Name availability letter Form 9 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 59(4) and Regulation 4] NOTICE OF THE COURT’S ORDER DISALLOWING / CONFIRMING THE VARIATIONS OF THE RIGHTS OF HOLDERS OF/SPECIAL CLASS OF SHARES PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3Fee Payment Details 1.3.1 Challan No 1.3.2 Amount 2.1The above mentioned company hereby forwards a duly certified copy of the order of the High Count issued pursuant to subsection (4) of section 59 of the Act, the same having been received by the company. PART-II Name of the High Court Order passed on Order received by the company on Attach certified copy of the Order of Court and amended articles, if applicable 2.2Pursuant to order of the high court the company has taken / contemplates to take the action on the date indicated hereafter: PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and Page 52 of 99 (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date Form 10 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 100, 105 & 448 and Regulations 4 & 18] PARTICULARS OF MORTGAGES, CHARGES, PLEDGE, ETC. PART-I (Please complete in typescript or in bold block capitals.) 1.1 CUIN (Registration Number) 1.2 Name of the Company 1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount * include fee, if any, for processing under Fast Track Registration Services PART-II 2.1Particulars of mortgage, charge, pledge etc. created by the company a.a mortgage or charge on any immovable property wherever situate, or any interest therein; or b. a mortgage or charge for the purposes of securing any issue of debentures; c. a mortgage or charge on book debts of the company; d.a floating charge on the undertaking or property of the company, including stock-in-trade; or e. a charge on a ship or aircraft, or any share in a ship or aircraft; f. a charge on goodwill or on any intellectual property; g.a mortgage or charge or pledge, on any movable property of the company; h.a mortgage or charge or other interest, based on agreement for the issue of any instrument in the nature of redeemable capital; or Page 53 of 99 i.a mortgage or charge or other interest, based on conditional sale agreement, namely, lease financing, hire-purchase, sale and lease back, and retention of title, for acquisition of machinery, equipment or other goods (Tick the appropriate box) ddmmyyyy 2.2Date of instrument 2.3Description of the instrument (if any) creating or evidencing the mortgage or charge or pledge or other interest (to be specified). 2.4Amount secured by the mortgage or charge, pledge etc. 2.5Shortparticularsoftheproperty mortgaged,charge,pledgeorother interest 2.6Gist of the terms and conditions and extent and operation of the mortgage, charge, pledge or other interest (Also include description of the nature of the mortgage/charge e.g. equitable, pari-passu, etc.) 2.7Names, addresses and description of the mortgagees or persons entitled to the charge or other interest. PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date Page 54 of 99 Form 11 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 100(4) & 448 and Regulations 4 & 18] PARTICULARS OF MORTGAGE OR CHARGE SUBJECT TO WHICH PROPERTY HAS BEEN ACQUIRED PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount include fee, if any, for processing under Fast Track Registration Services PART-II 2.1Particulars of a mortgage or pledge or charge subject to which property has been acquired by the above mentioned company. 2.2Date of creation 2.3Description of the instrument creating or evidencing the mortgage, charge, pledge etc. 2.4Memorandum or any other instrument regarding mortgage or charge or pledge subject to which property has been acquired DayMonthYear DayMonthYear 2.5Date of acquisition of the property 2.6Amount owing on security of the mortgage or charge. 2.7Short particulars of the property acquiredsubjecttomortgage, charge, pledge etc. 2.8Gist of the terms and conditions and extent and operations relating to the mortgage, charge, pledge etc. Also to include description of the nature of the mortgage/charge e.g. equitable, pari-passu, etc. Page 55 of 99 2.9Names, addresses and description ofthemortgageesorpersons entitledtothechargeorother interest PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date Page 56 of 99 Form 12 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 112 & 448] Register of Mortgages, charges, pledge etc., to be maintained by a company Name of Company______________________________________________ CUIN_________________________________ Serial Date of Date of Date of Amount Short Gist of the Names Number of registrati creation of acquisition secured by particula terms or address and Particulars relating to issue of redeemable capital document on each of the the rs of the conditions description of debentures of the series on file mortgage, property if mortgage, property or extent or the charge, acquired charge, etc. mortgag operation mortgagees Total Date and Dates of Date and etc. and subject to other than e relating to or trustees for amount amount of resolutions description description mortgage, redeemable charged, the the thereof. charge etc. capital or etc. mortgaged, redeemable secured by each issue of authorizing of covering series of the series / the issue of debentures charged, capital or deed debenture redeemable the series / etc. debentures or / capital redeemable persons redeemabl capital entitled to e capital charges 1 2 3 4 5 6 7 8 9 10 11 12 Particulars of modification of mortgage, charge etc. Memorandum of satisfaction Receiver / manager Date of Date of brief Brief particulars of Amount Nature Date of Names, address Mode of Date of ceasing to act Registration description of nature and extent satisfaction anddate of appointment of instrument of of modification appointment modification modification 13 14 15 16 17 18 19 20 21 Page 57 of 99 Form 13 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 101 & 448 and Regulations 4 & 18] REGISTRATION OF ENTIRE SERIES OF DEBENTURES/REDEEMABLE CAPITAL PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount include fee, if any, for processing under Fast Track Registration Services PART-II 2. Particulars of a series of debentures/redeemable capital, containing or giving by reference to any other instrument; any charge to the benefit of which the Redeemable Capital / debenture-holders of the said series are entitled pari passu, created by this company 2.1Total amount secured by the whole series (Rs.) 2.2Amount of the present issue of the series (Rs.) 2.3Date of resolutions authorizing the issue of the series. 2.4Date of the covering deed (if any) by which the security is created or defined; or if there is no such deed the first issue of any redeemable capital or debenture of the series. DayMonthYear DayMonthYear 2.5Generaldescriptionoftheproperty charged 2.6Gist of the terms and conditions and extent and operation of the mortgage, charge or other interest. (Also to include description of the nature of the mortgage/charge e.g. equitable, pari-passu and attach copy of verified deed, if any etc.) Page 58 of 99 2.7Names & addresses of trustees (if any) oftheredeemablecapital/debenture holders. PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date Enclosures: 1. Copy of verified deed, if any Form 14 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 101 & 448 and Regulations 4 & 18] PARTICULARS OF AN ISSUE OF REDEEMABLE CAPITAL / DEBENTURES IN A SERIES WHEN MORE THAN ONE ISSUE IN THE SERIES IS MADE PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 *Amount include fee, if any, for processing under Fast Track Registration Services PART-II Page 59 of 99 2. Particulars of an issue of redeemable capital/debentures in series when more than one issue in the series is made 2.1Date of the registration of the series 2.2Date of present issue 2.3Amount of present issue (Rs.) 2.4Gist of the terms and conditions and extent and operation of the mortgage, charge or other interest. DayMonthYear Attach copy of verified deed, if any PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date FORM 15 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 14(1)(c) and Regulation 27] NOTICE OF APPOINTMENT OR CHANGE OF NOMINEE OR CHANGE IN HIS PARTICULARS (For Single Member Company only) Page 60 of 99 PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3Fee Payment Details 1.3.1 Challan No 1.3.2 Amount PART-II 2. Details of Nominee: 2.1Name 2.2NIC No 2.3Residential address 2.4Telephone number 2.5Email address 2.6RelationshipofNomineewith single member 2.7Signature of Nominee (Nominee shall not be a person other than relatives of the member- namely, a spouse, father, mother, brother, sister and son or daughter) PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date Form 16 Page 61 of 99 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 106 & 448 and Regulations 4 & 18] PARTICULARS OF MODIFICATION OF MORTGAGE, CHARGE, PLEDGE, ETC. PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 *Amount include fee, if any, for processing under Fast Track Registration Services PART-II 2.1Date of Instrument creating the original mortgage / charge, pledge etc. 2.2Brief description of instrument(s) creating the original mortgage, charge, pledge etc. 2.3Date(s) of modification of the mortgage, charge, pledge etc. prior to present modification 2.4Brief description of instrument(s) modifying the mortgage, charge, pledge etc. prior to present modification 2.5Date of modification of the mortgage, charge, pledge etc. 2.6Brief description of instrument(s) modifying the mortgage, charge, pledge etc. 2.7Particulars of the modification specifying the terms or conditions or the extent or operation and the details of the modification. DayMonthYear DayMonthYear DayMonthYear PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: Page 62 of 99 (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date Form 17 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 109 & 448 and Regulations 4] MEMORANDUM OF COMPLETE SATISFACTION OF MORTGAGE, CHARGE, PLEDGE, ETC. PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 *Amount * include fee, if any, for processing under Fast Track Registration Services PART-II 2. Particulars of the mortgage/charge satisfaction thereof (Attach evidence): 2.1Amount of mortgage / pledge / charge etc. (Rs) Day Month Year 2.2 Date of registration of mortgage or pledge or charge Day Month Year 2.3 Date of last modification, if any of mortgage or pledge or charge Day Month Year 2.4 Date of satisfaction. Page 63 of 99 2.5Name(s) and address(es) of the mortgagees(s) / trustee(s) for the redeemable capital / debenture-holders, etc. (give description) 2.6Brief description of instrument(s) through which mortgage, charge, pledge etc. was created and is now satisfied. PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date Form 18 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 113 & 449 and Regulations 4] NOTICE OF APPOINTMENT/CESSATION OF RECEIVER OR MANAGER TO BE GIVEN BY THE PERSON WHO OBTAINED AN ORDER FOR APPOINTMENT OF / APPOINTED A RECEIVER OR MANAGER PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3Fee Payment Details 1.3.1 Challan No 1.3.2 Amount PART-II Page 64 of 99 2.1 Notice regarding Appointment Cessation (Tick the appropriate box) 2.2Name of person giving notice 2.3NIC number, if applicable, of person giving notice 2.4Address of person giving notice 2.5Name of receiver / manager 2.6Particulars (designation, profession, address etc.) of receiver / manager 2.7Name of the Court issuing order DayMonthYear 2.8Date of order (Enclose certified copy of order/attested copy of the instrument) 2.9Instrument under which appointment is made 2.10Particulars of the property Day Month Year 2.11 Date of appointment Day Month Year 2.12 Date of Cessation, if applicable PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2Name of person giving notice Page 65 of 99 3.3Signatures DayMonthYear 3.4Date Form 19 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 114(1) & 449 and Regulation 4] NOTICE TO BE GIVEN BY RECEIVER /MANAGER ON CEASING TO ACT AS SUCH PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3Fee Payment Details 1.3.1 Challan No 1.3.2 Amount PART-II 2.1Name of Receiver/manager 2.2Particulars (address etc.) of receiver / manager DayMonthYear 2.3Date of ceasing to act as receiver / manager PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2Name of Receiver/Manager 3.3Signatures DayMonthYear 3.4Date Page 66 of 99 Form 20 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 114 (1) & 449 and Regulation 4] RECEIVER OR MANAGER’S ABSTRACT OF RECEIPTS AND PAYMENTS PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2 Name of the Company 1.3 Fee Payment Details 1.3.1 Challan No 1.3.2Amount PART-II Name and address of receiver /2.1.1 2.1 Designation Receiver Manager manager 2.1.2 Name 2.1.3 Address 2.2 Date and description of the instrument Day Month Year under which Receiver / Manager is appointed Day Month Year 2.3 Date of taking possession 2.4 Period covered by the abstract Day Month Year From To 2.5 ABSTRACT RECEIPTS PAYMENTS (Rs.) (Rs.) Brought forward ………. Brought forward………. (Item wise description) (Item wise description) Carried forward Carried forward Page 67 of 99 PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2Name of Receiver/ Manager 3.3Signatures DayMonthYear 3.4Date Form 21 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 21 and Regulation 4] NOTICE OF SITUATION OF REGISTERED OFFICE OR ANY CHANGE THEREIN PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3Fee Payment Details 1.3.1 Challan No 1.3.2 Amount PART-II 2.1The situation of registered office of the company was changed from (state previous address) 2.2The registered office of the Company is now situated at (State full address with identifiable number / name of the premises or building and street, road and locality besides the name of the town and postal area, where applicable) Page 68 of 99 Telephone Number Fax Number, if any Email Address Day Month Year 2.3With effect from PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date FORM 22 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 19(1)(d) and Regulation 4] DECLARATION REGARDING COMPLIANCE WITH THE CONDITIONS OF SECTION 19 OF THE COMPANIES ACT, 2017 BEFORE COMMENCING BUSINESS IN CASE OF A COMPANY ISSUING PROSPECTUS PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3Fee Payment Details 1.3.1 Challan No 1.3.2 Amount PART-II 2.1Name(s) of declarant(s) Page 69 of 99 2.2I/We, the above named person(s), do hereby solemnly and sincerely declare as follows: 2.2.1That the amount of the share capital of the company offered to the public for subscription is 2.2.2That the amount stated in the prospectus as the minimum amount which, in the opinion of the Directors, must be raised by the issue of share capital in order to provide for the matters given in the prospectus, is 2.2.3That shares held subject to the payment of the whole amount thereof in cash have been allotted to the amount of and the money has been received by the company 2.2.4That every Director of the Company has paid to the Company full amount on each of the shares taken or contracted to be taken by him and for which he is liable to pay in cash. 2.2.5That no money is, or may become, liable to be repaid to the applicants for any shares or participation term certificate/terms finance certificate/debentures which have been offered for public subscription by reason of any short subscription, failure to apply for, or to obtain permission for the shares or participation term certificates/term finance certificates/debentures to be dealt on any stock exchange. Rs. Rs. Rs. Rs. Rs. 2.3Verified that the foregoing statements are true to the best of my/our knowledge and belief and that nothing has been concealed. 2.4 Details of declarant(s) Designation Name (CEO/Director/Company Secretary) Signature Note:-The declaration shall be given by Chief Executive or one of the directors and company secretary PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: Page 70 of 99 (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date Enclosures: 1. Evidence of receipt of amount of minimum subscription by the Company FORM 23 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 19(1)(e) and Regulation 4] DECLARATION BEFORE COMMENCING BUSINESS IN CASE OF A COMPANY FILING STATEMENT IN LIEU OF PROSPECTUS PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3Fee Payment Details 1.3.1 Challan No 1.3.2 Amount PART-II 2.1Name(s) of declarant(s) 2.2I/We, the above named person(s), do hereby solemnly and sincerely declare as follows: 2.2.1That the amount of the share capital of the company Rs. subject to the payment of the whole amount thereof in cash is Page 71 of 99 2.2.2 That the company has not issued a Day prospectus inviting the public to subscribe for its shares, and that it has filed with the Registrar a statement in lieu of prospectus on 2.2.3That the amount fixed by the Memorandum or Articles and specified in the statement in lieu of prospectus as the minimum subscription upon which the directors may proceed to allotment is MonthYear Rs. 2.2.4That shares held subject to the payment of the wholeRs. amount thereof in cash have been allotted to the amount of 2.2.5That every Director of the Company has paid to the Company full amount on each of the shares taken or contracted to be taken by him and for which he is liable to pay in cash. 2.3Verified that the foregoing statements are true to the best of my/our knowledge and belief and that nothing has been concealed. 2.4 Details of declarant(s) Designation Name (CEO/Director/Company Secretary) Signature Note:-The declaration shall be given by Chief Executive or one of the directors and company secretary PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures Page 72 of 99 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date Enclosures: 1. Statement in Lieu of Prospectus 2. Evidence of receipt of amount of minimum subscription by the Company Form 24 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 128 & 197(9) and Regulation 4] NOTICE OF RECTIFICATION OF REGISTER OF MEMBERS/DIRECTORS PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3Fee Payment Details 1.3.1 Challan No 1.3.2 Amount PART-II 2.1Above named company hereby gives you notice pursuant to section 128/197 of the Companies Act, 2017, about the following order of the Court for rectification in register of members/directors. 2.1.1Name of the Court ddmmyyyy 2.1.2Date of order (Attach certified copy of the order of Court) 2.1.3Case Number 2.1.4Case Title 2.1.5Rectificationmadeinthe register of members/directors of the Company (Give details of the rectification ordered by the Court) PART-III Page 73 of 99 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date Form 25 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 131(6) and Regulation 4] STATUTORY REPORT PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2 Name of the Company 1.3 Fee Payment Details 1.3.1 Challan No 1.3.2Amount PART-II 2.1 Nominal share capital of the company No of shares Rs. per share Amount 2.2 Statutory report duly certified pursuant to section 131 dd mm yyyy 2.2.1 Date of Report 2.2.2 Date of notice calling statutory meeting Page 74 of 99 2.2.3Date on which the meeting is to be held 2.2.4Place where meeting is to be held 2.3The Statutory report to the members is as follows: dd mm yyyy 2.3.1 Shares allotted and cash received up to (the date should be within 15 days of the date of report) 2.4 Particulars Kind / No of Nominal Cash Class of shares value of received shares each share 2.4.1 Allotted subject to payment thereof in cash. 2.4.2Allotted as fully paid up otherwisethanincash and the consideration for whichtheshareshave been so allotted being: (to be specified) 2.4.3Allotted at a discount per share of Rs. 2.5Abstract of receipts and payments of the company upto the aforesaid date: (Attach a copy of Auditor report) Receipt Rs Payments Rs Shares: Preliminary expenses Advance payment for Commission on issue or shares / Redeemable sale of shares / redeemable Capital / debentures Capital / debentures. Discount on issue or sale of shares / redeemable Capital / debentures. Loans: Capital expenditure: Deposits Land…………………. Building……………… Plant……………………… Page 75 of 99 Machinery……………. Other Sources (to be Other Items (to be specified) specified) Balances…………….. In hand………………. At Banks…………… Total:Total: 2.6Preliminary expenses as estimated in the Prospectus/Statement in lieu of Prospectus (Rs.): - Preliminary expenses actually incurred up to the aforesaid date:- (a) Legal & professional Charges (b) Printing expenses of Memorandum and Articles (c) Stamp and Registration fees (d) Advertisement (e) Commission on issue or sale of shares / redeemable capital/debentures. (f) Discount on issue or sale of shares / redeemable capital/debentures. (g) Other initial expenses (to be specified). Total:- 2.7Name, Father’s Name, NIC No(s), addresses and occupations of the Directors, Chief Executive, Secretary, Auditors and Legal Advisers of the Company and the changes, if any, which have occurred since the date of the incorporation; Name Fathers NIC No. Addresses Occupation Particulars /Husband’s of Changes, Name if any 2.7.1Directors 2.7.2Chief Executive Page 76 of 99 2.7.3Secretary 2.7.4Auditors 2.7.5Legal Advisors 2.8Particulars of any contract the modification of which is to be submitted to the meeting for its approval together with the particulars of the modification or proposed modification. The particulars must include dates of changes. 2.9The extent to which underwriting contract if any, has been carried out, if contract not carried out fully, extent to which it has not been carried out and reasons therefor. 2.10The particulars of any commission or brokerage paid or to be paid in connection with the issue or sale of shares to any director, chief executive, secretary or officer or to a private company of which he is director 2.11Brief account of the Company’s affairs since its incorporation and the business plan, including any change affecting the interest of shareholders and business prospects of the company. 2.12We hereby certify this Report* as correct and that nothing has been concealed or withheld in this regard. 2.13Signature 2.14Name of Signatories Page 77 of 99 2.15 Designation Chief Executive Director Chief Financial Officer Officer (only in case of listed company) PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date Form 26 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 150 and Regulation 4] SPECIAL RESOLUTION PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3Fee Payment Details 1.3.1 Challan No 1.3.2 Amount PART-II ddmmyyyy 2.1Date of Dispatch of notice 2.2Specify the intention to propose the resolution as special resolution ddmmyyyy Page 78 of 99 2.3Date of passing of Special Resolution Representing# of shareseach of (Rs.) 2.4Total Number of Members 2.5 Members present in person or through proxy in the meeting or voted through postal ballot 2.6Members voted for 2.7Members voted against 2.8At a general meeting of the members of the said company, duly convened and held at: (Mention full address) 2.9Place (City) 2.10 Text of special resolution Resolved that, (attach copy, if space is insufficient to reproduce it) PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2Name of Director/Company Secretary 3.3Signatures 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date FORM 27 [Section 315(5) and Regulation 4] [Heading as in Rule 4 of the Companies (Court) Rules, 1997] Company Petition No………………….of ………….. Page 79 of 99 DECLARATION TO BE SUBMITTED TO THE COURT BY PROVISIONAL MANAGER/OFFICIAL LIQUIDATOR PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3Case Title PART-II 2.1 Declaration I/We have been appointed by the Court as Provisional Manager(s)/ Official Liquidator(s) of this Company. I/We do hereby declare that: (i) I/We have NO conflict of interest; and (ii) I/We do NOT lack independence in respect of my/our appointment. That the above obligation shall continue throughout the term of my/our appointment. PART-III 3.1 Name(s) Designation Signature (Provisional Manager/ Official Liquidator) DayMonthYear 3.2Date Note: A copy of this form shall also be sent to the concerned Company Registration Office Form 28 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 167 and Regulation 4] CONSENT TO ACT AS DIRECTOR / CHIEF EXECUTIVE PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3Fee Payment Details 1.3.1 Challan No 1.3.2 Amount Page 80 of 99 PART-II 2. I/we, the undersigned, have consented to act as Director(s) / Chief Executive of the above named company pursuant to section 167 of the Companies Act, 2017, and certify that I / We am / are not ineligible to become Director(s) / Chief Executive under section 153 or 177 of the Companies Act, 2017. Father’s / NIC No or passport Name in husband’s No. in case of full Name Designation Address Occupation Foreign National Signature PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date Form 29 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 197 and Regulations 4 & 20] PARTICULARS OF DIRECTORS AND OFFICERS, INCLUDING THE CHIEF EXECUTIVE, SECRETARY, CHIEF FINANCIAL OFFICER, AUDITORS AND LEGAL ADVISER OR OF ANY CHANGE THEREIN PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company Page 81 of 99 1.3Fee Payment Details 1.3.1 Challan No 1.3.2 Amount PART-II 2. Particulars*: Present NIC No or Father’s Usual Designati Nationa Business Date of Mode of Nature of Name in passport No. / residential on lity** Occupatio present appointm directorshi Full in case of Husban address n*** (if appointme ent / p Foreign d’s any) nt or change / (nominee/ National Name change any other independe Remarks nt/additio **** nal/other (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) 2.1 New appointment/election: 2.2 Ceasing of office/Retirement/Resignation: 2.3 Any other change in particulars relating to columns (a) to (g) above: In the case of a firm, the full name, address and above mentioned particulars of each partner, and the date on which each became a partner. In case the nationality is not the nationality of origin, provide the nationality of origin as well. Also provide particulars of other directorships or offices held, if any.”. In case of resignation of a director, the resignation letter and in case of removal of a director, member’s resolution be attached PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures Page 82 of 99 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date Form 30 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 452(1) and Regulations 4 & 37] NOTIFICATION OF PARTICULARS OF BENEFICIAL OWNERSHIP TO THE COMPANY PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company PART-II 2. Particulars of Substantial Shareholder/Officer and Beneficial Ownership I. Particulars of substantial shareholder/officer (i) Name (ii) CNIC/NICOP (iii) Other nationality, if holding dual citizenship (iv) Address for correspondence (v) Designation if an officer of the company II.Particulars of beneficial ownership in foreign company or body corporate Company 1 Company 2 *Company 3 (i) Name of foreign company or body corporate in which ownership is held (ii) No. of shares held in foreign company or body corporate (iii) Cost of Investment (iv) Currency (v) Any interest other than shareholding in foreign company or body corporate (vi) Percentage of Shareholding or other interest in foreign company or body corporate (vii) Date of Shareholding / investment (viii) Business address of foreign company or body corporate (ix) Name of registration authority of foreign company or body corporate Page 83 of 99 (x) Country of incorporation of foreign company or body corporate Add additional columns for more companies, if needed. Signature Name of Signatory Date Day Month Year Page 84 of 99 Form 31 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 452(2) & (4) and Regulations 4 & 37] RETURN CONTAINING PARTICULARS OF SUBSTANTIAL SHAREHOLDERS /OFFICERS FOR COMPANIES’ GLOBAL REGISTER OF BENEFICIAL OWNERSHIP PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3Fee Payment Details 1.3.1 Challan No 1.3.2 Amount PART-II Particulars of Beneficial Ownership* Sr. (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) (xiii) (xiv) No. In case shares No. of Any Percentage Busines Name of interest s Name of Name of are owned, held shares of Country of foreign other address registrati Substantia or controlled held in shareholdi Date of incorporati Designation company than of on l NIC/ indirectly, foreign Cost of ng or other shareholdi on of (if officer of or body Curren sharehol foreign authority Sharehold NIC name and compan investm interest in ng foreign the corporate cy ding in compan of foreign er/ Officer OP relationship y or ent foreign /investmen company Company) in which foreign y or company of the with officer/ body company t or body ownershi company body or body Company substantial corpora or body corporate p is held or body corpora corporate shareholder te corporate corporate te Page 85 of 99 Add additional rows for more shareholders/officers, if needed. . PART-III 3.1Declaration: I do hereby solemnly and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2Name of Authorized Officer with designation/ Authorized Intermediary 3.3Signatures 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date Form 32 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 452 (3) and Regulations 4 & 37] RETURN CONTAINING PARTICULARS OF COMPANIES FOR COMPANIES’ GLOBAL REGISTER OF BENEFICIAL OWNERSHIP Page 86 of 99 PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3Fee Payment Details 1.3.1 Challan No 1.3.2 Amount PART-II Particulars of Beneficial Ownership* Sr. No. (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) Percentage Name of foreign No. of shares Any interest of Business Name of otherthan shareholding registration Country of company or held in address of shareholding or other Date of authority of incorporation body corporate foreign Cost of foreign Currency in foreign interest in shareholding foreign of foreign in which company or investment company or company or foreign /investment company or company or ownership is body body body company or body body corporate held corporate corporate corporate body corporate corporate *Add additional rows, if needed. PART-III 3.1Declaration: I do hereby solemnly and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and Page 87 of 99 (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2 Name of Authorized Officer with designation/ Authorized Intermediary 3.3 Signatures 3.4 Registration No of Authorized Intermediary, if applicable Day Month Year 3.5 Date Page 88 of 99 Form 33 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Sections 220 & 449 and Regulation 4] NOTICE OF ADDRESS AT WHICH BOOKS OF ACCOUNTS ARE MAINTAINED PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3Fee Payment Details 1.3.1 Challan No 1.3.2 Amount PART-II 2.1The above named company hereby gives you notice pursuant to the second proviso to sub-section (1) of section 220 of the Companies Act, 2017 that the Board of Directors of the Company have decided to keep the books of account of the company at the place other than registered office. ddmmyyyy 2.2Date of resolution of Board of directors 2.3Address of place at which books of accounts to be kept ddmmyyyy 2.4Date of shifting / maintaining of books of account at above said address PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures 3.4Registration No of Authorized Intermediary, if applicable Page 89 of 99 DayMonthYear 3.5Date Form 34 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 227(2)(f)] PATTERN OF SHAREHOLDING PART-I (Please complete in typescript or in bold block capitals.) 1.1Name of the Company PART-II 2.1.Pattern of holding of the shares held by the shareholders as at 2.2.No of Shareholdings Total shares held shareholders shareholding from 1 to 100 shares shareholding from 101 to 500 shares shareholding from 501 to 1000 shares shareholding from 1001 to 5000 shareholding from 5001 to 10000 (Add appropriate slabs of shareholdings) Total 2.3 Categories of shareholders share held 2.3.1 Directors, Chief Executive Officer, and their spouse and minor children. 2.3.2 Associated Companies, undertakings and related parties. 2.3.3 NIT and ICP 2.3.4 Banks Development Financial Institutions, Non Banking Financial Institutions. 2.3.5 Insurance Companies 2.3.6 Modarabas and Mutual Funds 2.3.7 Share holders holding 10% 2.3.8 General Public Percentage Page 90 of 99 a. Local b. Foreign 2.3.9Others (to be specified) Note:In case there are more than one class of shares carrying voting rights, the information regarding each such class shall be given separately. FORM 35 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 284(5) and Regulations 4 & 33] FILING OF COPY OF SCHEME OF AMALGAMATION IN CASE OF: (i) Amalgamation of wholly owned subsidiary(ies) of a holding company (ii) Amalgamation of two or more companies wholly owned by a person (Please tick one relevant box) PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2 Name of the Company 1.3 Fee Payment Details 1.3.1 Challan No 1.3.2Amount PART-II 2. Capital structure of the Company, if applicable Share capital Share capital prior to amalgamation after amalgamation Number of Shares Amount Number of Shares Amount 2.1 Authorized capital 2.2 Paid up capital a. Particulars of Board resolutions passed by each amalgamating company S.# Name of Date of Board Gist of Board resolution (attach copy of Resolution) Company resolution dd mm yyyy 2.3 Effective Date of amalgamation - - Page 91 of 99 a. Date of notice of amalgamation to secured creditors of the company S# Name of secured creditors Date of notice PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date Enclosures: 1. A declaration verified by an affidavit to the effect that the transferee company will be able to pay its debts as they fall due during the period of one year immediately after the date on which the amalgamation is to become effective. 2. A copy of the approved scheme of amalgamation FORM 36 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 285(1) and Regulations 4 & 32] NOTICE TO DISSENTING SHAREHOLDERS PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company Page 92 of 99 1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount PART-II 2.1 In the matter of (hereinafter called the transferor company) 2.2 Notice by (hereinafter called the transferee company). 2.3 To: Name(s) and addresses of dissenting shareholder(s). 2.4 Whereas on the undermentioned date of notice, being a date within 120 days of the date of the making thereof such offer was approved by the holders of not less than nine- tenths in value of the shares, given below, other than shares already held by or by a nominee for the transferee company or its subsidiary. Now, therefore, the transferee company, in pursuance of section 285(1) of the Companies Act, 2017, hereby gives you notice that it desires to acquire the said shares held by you in the transferor company. And further take notice that unless, upon application made in the Commission by you the above said dissenting shareholders on or before the date on which acquiring of shares is proposed, mentioned below, being thirty day from the date of this notice the Commission thinks fit to order otherwise, the transferee company will be entitled and bound to acquire the said shares held by you in the transferor company on the terms of the above-mentioned offer, approved by the offering shareholders of the Company. ddmmyyyy 2.5Date of approval ddmmyyyy 2.6Date of notice 2.7No of shares If the offer is limited to a certain class or classes of shareholders, state description of that class or those classes. Also give kind of shares ddmmyyyy 2.8Date on which acquiring of shares is proposed: PART-III Page 93 of 99 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date FORM 37 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 285(5) and Regulations 4 & 32] INFORMATION TO BE FURNISHED IN RELATION TO ANY OFFER OF A SCHEME OR CONTRACT INVOLVING THE TRANSFER OF SHARES OR ANY CLASS OF SHARES IN THE TRANSFEROR COMPANY TO THE TRANSFEREE COMPANY PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) 1.2Name of the Company 1.3Fee Payment Details 1.3.1 Challan No 1.3.2 Amount PART-II 2.1Name of the Company making the offer or issuing any circular in connection with the offer. 2.2Capitalstructureofthetransferee Company; 2.3Management structure of thetransferee Company(compositionofBoardof Directors and particulars regarding Chief Executive). Page 94 of 99 2.4ExtentofshareholdingoftheChief Executive,Directors,Secretary ortheir associates in the transferee Company. 2.5ExtentofshareholdingoftheChief Executive, Directors, Managing Agents (if any), Secretary and Chief Accountant or their associates of the transferee Company in the transferor Company. 2.6If the offer is being made on behalf of the Company by any other person, theinterestofthepersoninthe Company which is making the offer 2.7Name of the transferor Company 2.8Capital structure of the transferor Company 2.9Management structure (composition ofBoardofDirectors,and particularsregardingChief Executive). 2.10Extent of shareholdings of the Chief Executive,Directors,Managing Agents (if any), Secretary and Chief Accountant or theirassociates, if any, of the transferor Company in thetransferorandtransferee Companies 2.11A summary of the financial position of the transferee and transferor Companies to be given separately in the pro forma contained in the Appendix 2.12The prices offered for the purchase ofthesharesofthetransferor company; or 2.13Full particulars of the consideration offered other than cash for the purchase of shares of the transferor company. 2.14If the consideration offered involved allotment of shares in transferee company, then specify full particulars of the; 2.14.1shares; 2.14.2The right attached thereto; Page 95 of 99 2.14.3Basis of valuation of shares of transferor company. 2.14.4Valuation of the shares of transfereecompany proposed to be allotted. 2.15Sourcesfromwhichthetransferee Companyproposestopayforthe acquisitionofthesaidshares,ifthe consideration is cash. 2.16Detailsoftransfersofsharesinthe transferorCompanybyitsChief Executive, Directors, Managing Agents (if any), Secretary and Chief Accountant or their associates in the two years preceding the offer. 2.17Reasonsfor which the offer has been recommendedforacceptancebythe members of the transferor Company by its Directors. Every recommendation to the members of the transferor Company shall also contain a statement of the interest of its Chief Executive, Directors, Managing Agents(ifany),SecretaryandChief Accountantortheirassociatesinthe transferee Company. 2.18A certificate from the Auditor of the transferee Company that the information contained in the offer/ recommendation is correct should be attached. 2.19Note: Statement pursuant to clause (b) of sub-section (5) of section 285 shall be furnished separately APPENDIX TO FORM 37 2.20Financial liquidity position of the Company according to the latest audited balance sheet. Rs.Rs. 2.20.1Current assets (including investments other than trade investments and investments in subsidiary Companies 2.20.2Less 2.20.3Current liabilities (including short-term loans liabilities). Page 96 of 99 2.20.4 Liquid Surplus Add ____________ 2.20.5 Fixed Assets 2.20.6 Trade investments and investments in subsidiary Companies Less 2.20.7 Long term loans and liabilities 2.20.8 Net worth as on ____________ (date of statement of financial position) 2.20.9 Note: In making the above computation of net worth, adjustment in respect of the following items shall be made:- 2.20.10 Intangible assets, e.g., goodwill, etc. 2.20.11 Doubtful assets, e.g. doubtful and bade debts, __________ __________ etc 2.20.12 Deferred revenue expenditure __________ __________ 2.20.13 Accumulated losses __________ __________ 2.20.14 Arrears of depreciation __________ __________ 2.20.15 Any other amount, appearing in the statement of financial position required to be deducted in __________ __________ accordance with accounting practices. _ _ _ _ _ _ _ _ _ _ _ _ _ _ Total______ __________ 2.21 RECONCILIATION OF NET WORTH Rs. Rs. 2.21.1 Paid up Capital Add__________ 2.21.2 Reserves (Please specify details) 2.21.3 Less_____________ 2.21.4 Intangible assets and any other amount required to be deducted (vide note _ _ _ _ _ _ _ _ _ _ _ _ _ _ above) 2.21.5 Net worth as on………………… Form 38 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 424(1) and Regulations 4 & 36] APPLICATION FOR OBTAINING STATUS OF INACTIVE COMPANY PART-I (Please complete in typescript or in bold block capitals.) 1.1CUIN (Registration Number) Page 97 of 99 1.2Name of the Company 1.3Fee Payment Details 1.3.1 Challan No 1.3.2 Amount PART-III 2.1Precise reasons for obtaining status of inactive company 2.2Date of last AGM, if any 2.3Date of special resolution Attach copy of special resolution 2.4Address of Company after obtaining inactive status. PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. I further declare that the company after obtaining inactive status, shall not carry on any business or operation or make any significant accounting transaction unless it obtains status of active company in terms of sub-section (5) of section 425 of the Act. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date Form 39 THE COMPANIES ACT, 2017 THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018 [Section 424(5) and Regulations 4 & 36] APPLICATION FOR CONVERSION OF STATUS FROM INACTIVE TO ACTIVE COMPANY PART-I (Please complete in typescript or in bold block capitals.) Page 98 of 99 1.1CUIN (Registration Number) 1.2Name of the Company 1.3Fee Payment Details 1.3.1 Challan No 1.3.2 Amount PART-III 2.1Date of special resolution (Attach copy of special resolution) DayMonthYear 2.2Effective Date PART-III 3.1Declaration: I do hereby solemnly, and sincerely declare that the information provided in the form is: (i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and (ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable. I further declare that the company, after obtaining inactive status, has not carried on any business or operation or made any significant accounting transaction. 3.2NameofAuthorizedOfficerwith designation/ Authorized Intermediary 3.3Signatures 3.4Registration No of Authorized Intermediary, if applicable DayMonthYear 3.5Date CLD/CCD/PR (17)/2017 Page 99 of 99