Companies Rules

Volume II
Rules (From 1971 to 1999)
(Updated up to 5 December 2013)

Securities and Exchange Commission of Pakistan

Companies Rules
Volume II
Rules
(Updated up to 5 December 2013)

Securities and Exchange Commission of Pakistan

VOLUME I STATUTES
Insurance Act, 1938 (Repealed) Securities and Exchange Ordinance, 1969 Companies (Appointment of Trustees) Act, 1972 (Repealed) Companies (Appointment of Legal Advisors) Act, 1974 Foreign Private Investment (Promotion & Protection) Act, 1976 (Repealed) Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980 Companies Ordinance, 1984 Central Depositories Act, 1997 Securities and Exchange Commission of Pakistan Act, 1997 Insurance Ordinance, 2000 Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Ordinance, 2002 Anti-Money Laundering Act 2010 Stock Exchanges (Corporatisation, Demutualisation and Integration) Act, 2012

VOLUME II RULES
Securities and Exchange Rules, 1971 Investment Companies and Investment Advisors Rules, 1971 (Repealed) Companies Profits (Workers’ Participation) Rules, 1971 Economic Reforms (Acquisition and Compensation) Rules, 1973 (Repealed) Companies (Appointment of Trustees) Rules, 1973 Companies (Appointment of Legal Advisors) Rules, 1975 Modaraba Companies and Modaraba Rules, 1981

Corporate Law Authority Rules, 1984 (Repealed) Companies (General Provisions and Forms) Rules, 1985 Forms Companies (Invitation and Acceptance of Deposits) Rules, 1987 Companies (Management by Administrator) Rules, 1993 Credit Rating Companies Rules, 1995 Asset Management Companies Rules, 1995 (Repealed) Companies (Issue of Share Capital) Rules, 1995

Venture Capital Companies and Fund Managers Rules, 1995 (Repealed) Employees’ Provident Fund (Investment in Listed Securities) Rules, 1996 Companies (Issue of Capital) Rules, 1996 Central Depository Companies (Establishment and Regulation) Rules, 1996 Companies (Court) Rules, 1997 Companies (Audit of Cost Accounts) Rules, 1998 Companies (Rehabilitation of Sick Industrial Units) Rules, 1999 Companies (Buy-back of Shares) Rules, 1999 Companies (Asset-Backed Securitization) Rules, 1999

VOLUME III
Companies' Share Capital (Variation in Rights and Privileges) Rules, 2000 Leasing Companies (Establishment and Regulation) Rules, 2000 (Repealed) Members' Agents and Traders (Eligibility Standards) Rules, 2001 Stock Exchange Members (Inspection of Books and Record) Rules, 2001 Public Companies (Employees Stock Option Scheme) Rules, 2001 Brokers and Agents Registration Rules, 2001 Balloters Transfer Agents and Underwriters Rules, 2001 Insurance Rules, 2002

Non-Banking Financial Companies (Establishment and Regulation) Rules, 2003 SECP (Appellate Bench Procedure) Rules, 2003 Single Member Companies Rules, 2003 Margin Trading Rules, 2004 (Repealed) Commodity Exchange and Futures Contract Rules, 2005 Voluntary Pension System Rules, 2005 Clearing Houses (Registration and Regulation) Rules, 2005 Takaful Rules, 2005 (Repealed) Anti Money Laundering Rules, 2008 Securities (Leveraged Markets and Pledging) Rules, 2011 Takaful Rules, 2012 Public Sector Companies (Corporate Governance) Rules, 2013 Microinsurance Rules, 2013

VOLUME IV REGULATIONS
Securities and Exchange Policy Board (Conduct of Business) Regulations, 2000 Regulations for the Karachi Stock Exchange, 2001 Code of Corporate Governance, 2002 Companies (Registration Offices) Regulations, 2003 Prudential Regulations for Modarabas, 2004 Regulations Governing System Audit of Brokers of Exchanges, 2004 Real Estate Investment Trust Regulations, 2008 Private Equity and Venture Capital Fund Regulations, 2008 Private Equity & Venture Capital Fund Regulations, 2008 - Forms and Schedules Group Companies Registration Regulations, 2008 Anti-Money Laundering Regulations, 2008

NBFCs and Notified Entities Regulations, 2008 Prudential Regulations for NBFCs undertaking the Business of Leasing only Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2008 Code of Corporate Governance, 2012 Debt Securities Trustee Regulations, 2012 Insurance Accounting Regulations, 2012 Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2012 Third Party Administrators for Health Insurance Regulations, 2013 Centralised Information Sharing Solution for Life Insurance Industry Regulations, 2013

VOLUME V GUIDELINES
Guidelines for Issue of Certificates of Musharika for Modarabas, 1994 Listed Companies (Prohibition of Insider Trading) Guidelines, 2001 Guidelines for Preparation of Prospectus, 2002 Equity Issues (Checklist of Documents for Approval of Prospectus or Offer for Sale Document), 2002 Guidelines for Appointment on the Board of Directors of the Stock Exchanges, 2002 Term Finance Certificates (TFCs) Issues (Checklist of Documents for Approval of Prospectus, 2002 Guidelines for the Issue of TFCs to General Public, 2002 Guidelines on Issue of Shares at Discount, 2004 Internet Trading Guidelines, 2005 Guidelines for Issue of Commercial Paper, 2006 Guidelines for Bancassurance, 2010 Corporate Social Responsibility Voluntary Guidelines, 2013 Guidelines on Quarterly Accounts

ORDERS
Vegetable Ghee and Cooking Oil Companies (Cost Accounting Records) Order, 1990 Cement Industry (Cost Accounting Records) Order, 1994 Sugar Industry (Cost Accounting Records) Order, 2001 Companies Cost Accounting Records (General Order), 2008 Companies (Corporate Social Responsibility) General Order, 2009 Fertilizer Industry (Cost Accounting Records) Order, 2011 Chemical Fertilizer Industry (Cost Accounting Records) Order, 2012 Synthetic and Rayon Companies (Cost Accounting Records) Order, 2012 Electric Power Generation Industry (Cost Accounting Records) Order, 2012 Pharmaceutical Industry (Cost Accounting Records) Order, 2013

DIRECTIVES
Feb 17, 2005 - Directive under the Credit Rating Companies Rules, 1995 Feb 7, 2003 - Directive to Brokers on Conduct of Business 2003 Jul 18, 2002 - Directive to Brokers or Brokerage Firms or Incorporated Brokerage House Regd. under the Broker & Agents Registration Rules 2001

GUIDE SERIES
A Guide on Accounts and Accounting Reference Dates Change in Company Objects Change of Company Name Availability of Name Guide Conversion of Status of Companies Directors and Secretaries Guide Filing of Statutory Returns Foreign Companies Guide

Appointment of Statutory Auditors and Ancillary Matters Listing of Companies through Initial Public Offerings Obtaining license by an Association not for profit Further Issue of Shares otherwise than Rights Issue of Preference Shares Making Alteration in Memorandum of Association under Section 21 of Companies Ordinance, 1984 Incorporation of Company – Information and Procedures Investigation into the Affairs of a Company Company Mortgages and Charges List of sensitive/prohibited words Promoters’ Guide Modaraba Promoters’ Guide Shareholders’ Rights Single Member Company Guide (in Urdu) Winding up / Dissolution of Companies

VOLUME VI FORMS AND APPLICATIONS Forms [See under Companies (General Provisions and Forms) Rules, 1985] Applications
Application for Availability of Name Application for File Inspection Application for Refund of Fee Application for Issuance of Certified To Be True Copy Application for Availability of Name Application for File Inspection

Application for Refund of Fee Application for Issuance of Certified To Be True Copy

NOTIFICATIONS (selected)
S.R.O. 282(I)/1986 – Company Names Abbreviations and Urdu Equivalents S.R.O. 865(I)/2005 – IFAS 1 Murabaha S.R.O. 431(I)/2007 – IFAS 2 Ijarah S.R.O. 640(I)/2011 – Maintenance of Website S.R.O. 289(I)/2011 – Form of Statement in Lieu of Prospectus S.R.O. 23(I)/2012 – Accounting and Financial Reporting Standards for Medium Sized Enterprises and Small Sized Enterprises S.R.O. 25(I)/2012 – Maintenance of Website by Listed Companies S.R.O. 320(I)/2012 – Amendments in Sixth Schedule to the Companies Ordinance, 1984 S.R.O. 753(I)/2012 – Amendments in First Schedule Table A to the Companies Ordinance, 1984 S.R.O. 1354(I)/2012 – Delegation of Powers of Commission S.R.O. 130(I)/2013 – Recovery of Gain S.R.O. 182(I)/2013 – Amendments in Fifth Schedule to the Companies Ordinance, 1984 S.R.O. 183(I)/2013 – Amendments in Fourth Schedule to the Companies Ordinance, 1984 S.R.O. 194(I)/2013 – Amendments in First Schedule Table A and C to Companies Ordinance, 1984 S.R.O. 210(I)/2013 – Amendments in Companies (Registration Offices) Regulations, 2003 S.R.O. 211(I)/2013 – eService of SECP S.R.O. 387(I)/2013 – Delegation of Powers of Commission S.R.O. 479(I)/2013 – Amendments in Public Sector Companies (Corporate Governance) Rules, 2013 S.R.O. 571(I)/2013 – IFAS 3 Profit and Loss Sharing on Deposits S.R.O. 677(I)/2013 – Amendments Public Sector Companies (Corporate Governance) Rules, 2013

CIRCULARS (selected)
Circular 8/2001 – Companies Regularisation Scheme

Circular 1/2002 – Adoption of International Accounting Standards 22, 36 and 39 Circular 2/2002 – Companies Regularisation Scheme Circular 3/2002 – Adoption of International Accounting Standards 40 Circular 4/2002 – Adoption of International Accounting Standards 22, 36 and 39 Circular 15/2002 – Transfer off Regulatory Supervision of Non-Banking Financial Institutions and Submission of Periodical Returns/Statements Circular 16/2002 – Submission of Quarterly Accounts by Listed Companies Circular 17/2002 – Information on Current Credit Rating and COIs/CODs being maintained by NBFCs Circular 18/2002 – Submission of Quarterly Accounts by Listed Companies Circular 19/2002 - Appointment of External Auditors by the Listed Companies Circular 1/2003 – Appointment of Sole Proprietor Chartered Accountants as Auditor by Business Name Circular 2/2003 – International Accounting Standard 40 “Investment Property” Circular 7/2003 – Appointment of Directors/Chief Executive in the Modaraba Companies Circular 8/2003 – Checklist for Appointment of Directors Circular 9/2003 – Preparation and Transmission of Second Quarterly Accounts by the Listed Companies Circular 10/2003 – Fresh License(s) to be obtained by Existing Companies in terms of Section 282C of the Companies Ordinance, 1984 for Business(es) being carried out by existing NBFCs Circular 12/2003 – Fresh License(s) to be obtained by Existing Companies In terms of Section 282C of the Companies Ordinance, 1984 Circular 13/2003 – Maintenance of Website by the Listed Companies Circular 15/2003 – Appointment of Whole Time Company Secretary Circular 18/2003 – Rules of Business for NBFIs and Submission of Periodic Returns/Statements Circular 19/2003 – Applicability of IAS 39 and IAS 40 to NBFCs providing investment finance services (Investment Banks), discounting services and housing finance services Circular 24/2003 – Assets provided on Lease/loan basis to the Employees (Excluding CEO and Directors) Circular 25/2003 – Use of word “Bank” or any of its derivatives Circular 26/2003 – Circular No. 26 of 2003

Circular 29/2003 – Corporate Agriculture Farming (CAF) Policy Circular 30/2003 – Attendance of Directors in the Board Meetings through Video Conferencing Circular 6/2004 – Appointment of Sole Proprietor Chartered Accountants as Auditors by Business Name Circular 7/2004 – Authentication of Statutory Returns Circular 8/2004 – Compliance with IAS 12 (Revised) Circular 3/2005 – Holding of Election of Directors Pursuant to Companies (Amendment) Ordinance 2002 Circular 6/2005 – Conditions for Issuance of Foreign Currency Certificate of Deposits (CODs) and Certificate of Investment (COIs) Circular 8/2005 – Investment Policy under Rule 24(3) and Prescribed Allocation Policy for Selection by the Individual Participants under Rule 14(3) & 14(4) of the Voluntary Pension System Rules 2005 Circular 10/2005 – Application(s) made under the NBFCs (Establishment and Regulation) Rules, 2003 and the Prudential Regulations for NBFCs Circular 11/2005 – Rating of NBFCs and Collective Investment Scheme(s) managed by NBFCs Circular 12/2005 – Appointment as a Director on the Board of an NBFC Circular 13/2005 – Exemption from Requirements of Clause 3C of Part II of Fourth Schedule to the Companies Ordinance, 1984 Circular 15/2005 – Sale of Assets by NBFCs to its Employees Circular 17/2005 – Violation of Section 143 of the Companies Ordinance, 1984 by mentioning Incomplete Name Circular 18/2005 – Attendance of Directors in the Board Meetings through Tele-Video Conferencing Circular 19/2005 – Regulation for Housing Finance Applicable to Individual Borrowers Circular 24/2005 – Rotation of External Auditors by Insurance Organizations Circular 3/2006 – Holding of Election of Directors Circular 1/2008 – Publication of Notices etc in Urdu Newspaper Circular 11/2008 – Revision of Fourth and Fifth Schedules to the Companies Ordinance, 1984 Circular 16/2008 – Submission of Daily Statement of Assets and Liabilities Circular 3/2009 – Available for Sale Investment

Circular 14/2010 – United Nations 1267 Committee's Consolidated List of Individuals and Entities regarding Freezing of Funds and Other Resources Circular 14/2010 – Amendments dated September 8, 2010 Circular 14/2010 – Amendments dated November 2, 2010 Circular 14/2010 – Amendments dated December 22, 2010 Circular 15/2010 – Related Party Assets Circular 16/2010 – Categorization of Open-End Collective Investment Schemes Circular 17/2010 – Notice Period for Holding Extraordinary General Meeting to pass Resolution for Filing Application under Companies Easy Exit System (CEES) Circular 18/2010 – Additional Condition to the Modaraba Authorization Certificate Circular 21/2010 – Clarification on Clause 3(ii) of Part II of the Third Schedule to the Modaraba Companies and Modaraba Rules, 1981 Circular 22/2010 – Revised Second Schedule to Modaraba Companies and Modaraba Rules, 1981 Circular 26/2010 – Application for Refund of Fees received under Sixth Schedule to the Companies Ordinance, 1984 Circular 28/2010 – Application for Refund of Fees received under Sixth Schedule to the Companies Ordinance, 1984 Circular 3/2011 – Amendments in Circular 36 of 2009 dated December 10, 2009 – Investment and Allocation Policies for Pension Funds Authorized under the VPS Rules, 2005 Circular 4/2011 – Categorization of Open-End Collective Investment Schemes Circular 5/2011 – Appointment of a Member of the Religious Board by the Federal Government under Section 9 of Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980 Circular 6/2011 – Withdrawal of Circular 20/2010 dated 30 July 2010 Circular 7/2011 – Maximum Management Expense Limits for Life Insurers under Sections 22(9) and 23(9) of the Insurance Ordinance, 2000 Circular 10/2011 – Constitution of Modaraba Tribunal-II, Karachi under the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980 Circular 11/2011 – Sharing of Costs of Insurance Ombudsman's Secretariat by Insurance/Takaful Companies Circular 12/2011 – Conditions for Grant of License to Associations not for Profit under Section 42 of the Companies Ordinance, 1984 Circular 14/2011 – Meetings of the Board of Directors (Abroad)

Circular 15/2011 – Additional Condition to the Modaraba Authorization Certificate Circular 17/2011 – Annual Supervision Fee for 2012 Circular 18/2011 – Product Information on websites Circular 19/2011 – Legal Duties of Agents Circular 1/2012 – Reporting of Suspicious Transaction Reports (STR) Currency Transaction Reports (CTR) to FMU under Anti Money Laundering (AML) Act, 2010 Circular 2/2012 – Conditions for Grant of License to Associations not for Profit under Section 42 of the Companies Ordinance, 1984 Circular 3/2012 – Product Publicity Information Circular 4/2012 – S.R.O. 16(I)/2012 dated 9 January, 2012 – Amendments in the Securities and Exchange Commission [Insurance) Rules, 2002 Circular 5/2012 – S.R.O. 29(I)/2012 dated 13 January 2012 – Takaful Rules, 2012 Circular 7/2012 – Enlistment/Categorisation of Auditors on the Approved List pursuant to Section 48(1) of the Insurance Ordinance, 2000 Circular 08/2012 – Shari’ah Compliance and Shari’ah Audit Mechanism (SCSAM) for Modarabas Circular 9/2012 – Term of Office of Directors Circular 10/2012 – Transmission of Notice of Annual General Meetings (AGM) and Extra-Ordinary General Meetings (EOGM) through Electronic Medium Circular 11/2012 – Enlistment/Categorisation of Auditors on the Approved List pursuant to Section 48(1) of the Insurance Ordinance, 2000 Circular 12/2012 – Launching of Fast Track Registration Services (FTRS) Circular 13/2012 – Approval of Short Term Ijarah (Lease) Agreement Circular 14/2012 – Launch of Inter-CRO Electronic Inspection Service Circular 15/2012 – Minimum Requirement for Exchange Traded Funds to be managed by Asset Management Companies Circular 16/2012 – Circular No. 16 of 2012 Circular 17/2012 – Additional Disclosures for Workers’ Welfare Fund (WWF) Liability for Collective Investment Schemes Circular 18/2012 – Dividend Mandate under Section 250 of the Companies Ordinance, 1984 Circular 19/2012 – Procedure for Convening Meeting of the Unitholders of Open-End and CloseEnd Collective Investment Schemes

Circular 20/2012 – Reporting of STRs/CTRs to FMU under the AML Act, 2010 Circular – Restriction on sharing of management fee by Asset Management Companies with Unitholders Circular 21/2012 – Filing of Returns through Insurance Companies Return Submission (ICRS) System Circular 22/2012 – Relaunching of Companies Regularisation Scheme (CRS) Circular 23/2012 – Relaunching of CEES Circular 31/2012 – Extension in time period of CRS and CEES Circular 36/2012 – Circular No. 36 of 2012 Circular 37/2012 – New Insurance Accounting Regulations 2012; and Amendments in the SEC (Insurance) Rules, 2002 Circular 39/2012 – Clarification on Circular 14/2011 regarding Meetings of Board of Directors (Abroad) Circular 40/2012 – Extension in Time Period of CRS and CEES Circular 41/2012 – Annual Supervision Fee for the year 2013 Circular 42/2012 – Filing of Monthly Returns through Specialised Companies Return System (SCRS) Circular – SECP registered 274 companies in August 2012 Circular 1/2013 – Rate of Return Assumptions for Life Insurance and Family Takaful Illustrations Circular 2/2013 – Training of Insurance Agents Circular 2 of 2/2013 – Clarification on the Circular No.2 of 2013 on Training of Insurance Agents Circular 3/2013 – Launching eSInsuranceSurveyors: Online Surveyors’ Licensing and Registration System Circular 5/2013 – Examination or Test for Grant of Registration as Authorized Surveying Officer Circular 6/2013 – Amendments in Circular No. 36 of 2009 dated December 10, 2009 – Investment and Allocation Polices for the Pension Funds Authorized under the VPS Rules, 2005 Circular 7/2013 – Clarification on Filing of Revised Annual Audited Accounts by Non-Listed Companies Circular 9/2013 – Categorization of Open-End Collective Investment Schemes Circular 11/2013 – Amendment to Circular No. 9 of 2005 on Group Insurance Premium Rates Circular 12/2013 – Publication of Public Announcements

Circular 13/2013 – Clarification regarding Circular No. 36 of 2009 dated December 10, 2009 Circular 17/2013 – Mortality Rates as a Part of the Minimum Valuation Basis for the Determination of Minimum Actuarial Reserves for Policyholders’ Liabilities Circular 18/2013 – Draft Bancassurance Regulations, 2013 Circular 19/2013 – Appointment of Qualified Auditors Circular 20/2013 – Maximum Management Expense Limits for Life Insurers Circular 21/2013 – Life Insurance Product Submission Requirements

THE SECURITIES AND EXCHANGE RULES, 1971 [Published in Extraordinary Gazette, dated 19th March, 1971]

S.R.O. 92 (I)/71.- In exercise of the powers conferred by section 33 of the Securities and Exchange Ordinance, 1969 (XVII of 1969), read with the Ministry of Finance Notification No. S.R.O. 261(I)/70, dated the 26th October, 1970, the Securities and Exchange [Commission]1 of Pakistan is pleased to make the following rules, namely:1. Short title and commencement.-(1) These rules may be called the Securities and Exchange Rules, 1971. (2) They shall come into force at once. 2. Definitions.- In these, rules, unless the context otherwise requires,(a) [Commission means Securities and Exchange Commission of Pakistan established under Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997)]2. “Chartered Accountant” means a person who is a chartered accountant within the meaning of the Chartered Accountants Ordinance, 1961 (X of 1961); “Form” means a form set out in the First Schedule;

(b)

(c)

[(d)]3 “net capital” means excess of current assets over the liabilities determined in accordance with the Third Schedule to these rules; (e) “officer” in relation to an issuer includes managing agents, manager, secretary or accountant of the issuer and any other person who by virtue of his office may be in possession of any material information with regard to the affairs of the issuer; “Ordinance” means the Securities and Exchange Ordinance, 1969 (XVII of 1969); “section” means section of the Ordinance.

(f) (g)

3. Qualifications for stock exchange membership, etc.-[The qualifications for
Substituted for “Authority” by Notification No. SRO 87(I)/2001, dated February 8, 2001. Before substitution it read as “Authority” means the [Corporate Law Authority] Clause (a) Substituted by Notification No. SRO 87(I)/2001, dated February 8, 2001. Clause (d) Substituted by Notification No. SRO 87(I)/2001, dated February 8, 2001. Before substitution it read as (d) “net capital”, in relation to a member of stock exchange, means an amount by which the current assets, namely, cash in hand or in bank, money receivable within a period of twelve months from the date of the balance sheet and such other assets, not being value of the membership card of the stock exchange, as are so classified under generally accepted accounting principles, exceed the current liabilities, namely, money payable within a period of twelve months from the date of the Balance sheet and such other liabilities as are so classified under generaly accepted accounting principles;
3 2 1

membership of, and admission into, a stock exchange, shall be as follows]4: (a) No person shall be eligible to be a member of a stock exchange if (i) (ii) (iii) (iv) (v) he is less than twenty-one years of age; he is not a citizen of Pakistan; he is a lunatic or a person of unsound mind; he has been convicted of an offence involving fraud or breach of trust; he has been adjudicated as insolvent or has suspended payment compounded with his creditors; or has

(vi)

he has not had experience in the business of securities for a period of not less than two years:

Provided that the regulations of a stock exchange may authorise the governing body thereof to waive compliance with the foregoing condition relating to experience in the business of securities if such person is, in respect of means, integrity and background, considered by the governing body to be otherwise qualified for membership; [(b) (i) A member shall, at all times, maintain a net capital balance of an amount which is,in the case of a stock exchange which in the previous calendar year had on the cash counter a turn over of securities exceeding fifteen billion, Rs.2.5 million; in the case of a stock exchange which in the previous calendar year had on the cash counter a turn over of securities exceeding 7.5 billion rupees but not exceeding fifteen billion, Rs. 1.5 million; and in the case of a stock exchange which in the previous calendar year had on the cash counter a turn over of securities not exceeding 7.5 billion, Rs. 0.75 million; Provided that a member who is also the member of other stock exchange shall maintain a net capital balance upto aggregate net capital balance requirement of all such exchanges put together: Provided further that, in the case of partnership firm, the amount of net capital balance to be maintained shall be the amount obtained by multiplying the net capital balance required for each member of the stock exchange or exchanges, as the case may be, by the number of such partners of the firm as are members of the stock exchange;]5
Substituted for “The regulation of a stock exchange relating to the qualification for membership of, and admission into, the stock exchange shall, among other matters, provide that-” by SRO-1032(I)/85, dated 22-10-1985 5 Clause (b) substituted by Notification No. SRO 87(I)/2001, dated February 8, 2001. Before substitution clause (b) read as follows:
4

(ii)

(iii)

(c)

A member shall cease to be a member if, at any time, (i) he ceases to be a citizen of Pakistan:

Provided that, in the case of a stock exchange functioning immediately before the commencement of these rules, the membership of a member thereof who is not a citizen of Pakistan shall become suspended on such commencement and shall remain so suspended until he becomes a citizen of Pakistan; or (ii) (iii) (iv) he is declared a lunatic or a person of unsound mind; or he is convicted of an offence involving fraud or breach of trust; or he has been adjudicated as insolvent or has suspended payment or has compounded with his creditors;

(d)

the membership of a member or members who are

partners in a firm and who are in active business shall become suspended as soon as the net capital balance falls short of the amount specified in clause (b) and shall remain so suspended until the net capital balance is increased so as not to fall short of the amount; (e) Every member shall report to the stock exchange weekly that he or the firm of which he is a partner had, at all times during the week to which the report relates, a net capital balance of an amount not less than that specified in clause (b) and shall forthwith inform the stock exchange if, at any time, such balance falls short of that amount.

4. Manner of transaction of member’s business.- (1) All orders to buy or sell securities which a member may receive shall be entered, in the chronological order, in a register to be maintained by him in a form which shows the name and address of the person who placed the order, the name and number of the securities to be bought or sold, the nature of the transaction and the limitation, if any, as
(b) A member shall at all times maintain a net capital balance in the capital account of an amount which is(i) in the case of a stock exchange which in the previous calendar year had on the cash counter a turnover of securities, other than bonus vouchers, exceeding one crore in number-not less than two hundred fifty thousand rupees; and in any other case - not less than seventy five thousand rupees:

(ii)

Provided that a member who is also the member of any other stock exchange shall maintain a net capital balance of not less than fifty thousand rupees: Provided further that, in the case of firm, the amount of the net capital balance to be maintained shall be the amount obtained by multiplying fifteen thousand rupees or fifty thousand rupees, as the case may be, by a number of such partners of the firm as are members of the stock exchange;

to the price of the securities or the period for which the order is to be valid. (2) (a) A member who has an “at best” order from a customer to buy a security shall not, while such order remains unexecuted, buy the same security on the stock exchange for his own account or for the account of the firm of which he is a partner or for the account of any of the partners therein or for any account in which he, such firm or partner, directly or indirectly, has an interest. A member who has an “at best” order from customer to sell a security shall not, while such order remains unexecuted, sell the same security on the stock exchange for his own account or for the account or the firm of which he is partner or for the account of any of the partners therein or for any account in which he, such firm or partner, directly or indirectly, has an interest. (c) A member who has a limit order from a customer to buy a security shall not while such order remains unexecuted, buy the same security at or below the limit price on the stock exchange for his own account or for the account of the firm of which he is partner or for the account of any of the partners, therein or for any account in which he, such firm or partner, directly or indirectly, has an interest. (d) A member who has a limit order from a customer to sell a security shall not, while such order remains unexecuted, sell the same security at or above the limit price on the stock exchange for his own account or for the account of the firm of which he is a partner or for the account of any of the partners therein or for any account in which he, such firm or partner, directly or indirectly, has an interest. (3) A member who has an order to buy or to sell a security shall not fill such order by selling or buying for his own account or for the account of the firm of which he is a partner or for the account of any of the partners therein or for any account in which he, such firm or partner, directly or indirectly, has an interest, except when(a) (b) the order is limit order; or (i) he sells the security at a price not exceeding the price at which the transaction immediately preceding the receipt of the order by him actually took place; or he buys the security at a price which is not less than the price at which the transaction a

(b)

(ii)

immediately preceding the receipt of the order by him actually took place. (4) A member executing an order of a customer shall, within twenty four hours of the execution of the order, transmit to the customer a confirmation which shall include the following information, namely:(a) date on which the order is executed; (b) name and number of the securities; (c) nature of transaction (spot, ready or forward and also whether bought or sold); (d) price; (e) commission, if the member is acting as a broker; (f) whether the order is executed for the member’s own account or from the market. 5. Maintenance of accounts and audit.-(1) Every member shall prepare once every year a balance sheet and a statement of income and expenditure. (2) A member shall have his accounts audited by an auditor who is a chartered accountant to be appointed by the Authority whenever such audit is required by the Authority in the public interest. (3) The auditor shall furnish his report to the Authority within such time as the Authority may specify. 6. Form of application for registration.- An application for the registration of a stock exchange under section 5 shall be made to the [Commssion]6 in Form I. 7.Maintenance of books of account and other documents by the stock exchanges.- (1) Every stock exchange shall prepare and maintain, as required by sub-section (1) of section 6, such books of account and other documents as will accurately disclose a true and fair picture of the state of affairs of the exchange at any point of time. (2) The books of account and other documents referred to in sub-rule (1) shall include: (a) (b) (c) journals (or other comparable record), cash book and any other records of original entry, forming the basis of entries into any ledger; ledgers (or other comparable record) reflecting asset, liability, reserve, capital, income and expense; ledgers (or other comparable record) showing the position in respect of each member as on the settlement day of the securities which the member had bought or sold since the last preceding settlement day and which had been transferred through a Clearing House maintained by the stock exchange; daily record of quotations and transactions on the stock exchange showing the time at which each transaction took place; record of transactions with banks; record of security deposits; register of members; register of authorised clerks; and minute books of the meetings of(i) members;

(d) (e) (f) (g) (h) (i)

6

Substituted for “Authority” by Notification No. SRO 87(I)/2001, dated February 8, 2001.

(ii) (iii)

governing body; any committee of the general body of members or of the governing body.

(3) The books of accounts and documents referred to in sub-rule (1) shall be preserved for a period of not less than five years. 8. Maintenance of books of account, etc. by members.- (1) Every member shall prepare and maintain, as required by sub-section (1) of section 6, the following books of account and other documents in a manner that will disclose a true, accurate and up-to-date position of his business, namely:(a) journal (or other comparable record), cash book and any other books of original entry, forming the basis of entries into any ledger, the books of original entry being such as contain a daily record of all orders for purchase or sale of securities, all purchases and sales of securities, all receipts and deliveries of securities and all other debits and credits; ledgers (or other comparable records) reflecting asset, liability, reserve, capital, income and expense accounts; ledgers (or other comparable records) reflecting securities in transfer, securities borrowed and securities loaned and securities bought or sold, of which the delivery is delayed; record of all balance of all ledger accounts in the form of trial balances to be prepared at least once at the end of the six months of every year of account; record of transactions with the banks; contact books showing details of all contracts entered into by a member with other members of the exchange or counterfoils or duplicates of memos of confirmation issued to such other members; duplicates or counterfoils of memos of confirmation issued to customers.

(b)

(c) (d)

(e) (f)

(g)

(2) The books of accounts and other documents referred to in sub-rule (1) shall be preserved for a period of not less than five years. 9. Submission of periodical returns by stock exchange.- The periodical return relating to the affairs of a stock exchange, as required by sub-section(2) of section 6, shall be submitted to the [Commission]7 monthly in Form II within fifteen days of the close of the month to which it relates. 10. Submission of annual report by stock exchange.-(1) The annual report relating to the affairs of a stock exchange, as required by sub-section (2) of section 6, shall be submitted to the [Commission]8 not less than fourteen days before the meeting of the shareholders of the stock exchange before which it is to be laid. (2) Every such report shall be accompanied by a copy of the balance sheet and profit and loss account of such year audited by an auditor who is a chartered accountant. 11. [Listing of security on stock exchange, etc.-An application under sub-section (1) of
7 8

Substituted for “Authority” by Notification No. SRO 87(I)/2001, dated February 8, 2001. Substituted for “Authority” by Notification No. SRO 87(I)/2001, dated February 8, 2001.

section 9 for listing of a security on a stock exchange shall be made in Form-III;]9 [11-A. Limitation for petitions to Federal Government under section 9.- A petition to the Federal Government under sub-section (3) or sub-section (6) of section 9 shall be made within thirty days of the stock exchange refusing to list or, as the case may be, delist the security.]10 []11 []12 []13 []14
9

Inserted by Notification SRO No. 1274(I)/80, dated 20th December, 1980. Inserted by Notification SRO No. 1274(I)/80, dated 20th December, 1980. 11 Rule 12 omitted by Notification No. SRO 1234(I)/85 dated December 12, 1985. Before omission it read as 12. Submission of annual report by issuers. (1) The annual report required by section 11 to be furnished by an issuer of a listed security shall include a balance shaeet and profit and loss account.
10

(2)The balance sheet and profit and loss account included in the annual report shall, except in the case of an issuer which is required to prepare a balance sheet and profit and loss account in form prescribed by the Banking Companies Ordinance, 1962 (LVII of 1962), or the Insurance Act, 1938 (IV of 1938), be prepared in accordance with the requirements laid down in the Second Schedule and the Balance Sheet so prepared shall be be in form ‘A’ annexed to that Schedule or as near thereto as circumstances may admit. (3) The balance sheet and profit and loss account shall be audited by an auditor who is a chartered accountant and the report of the auditor shall be in Form ‘B’ annexed to the Second Schedule. (4) Every issuer shall furnish the annual report, together with the balance sheet and profit and loss account referred to in Sub-rile (1) to the security holder at least fourteen days before the general meeting of the shareholders of the issuer at which the report is to be laid before them and shall simataneously furnish a copy of such report to the Stock Exchange or exchanges on which its securities are listed and to the Authority. (5) Notwithstanding anything contained in Sub-rule (4), the first annual report to be furnished by an issuer shall be in respect of the year of account of the issuer ending after the commencement of these rules. (6) An issuer shall, within three months of the genral meeting referred to in Sub-rule (4), submit to the Authority a list of the members of the issuer stating the facts as they stood on the date of that general meeting. (7) The list required to be submitted under sub-rule (6) shall be the list required by Section 2 of the Companies Act, 1913 (VII of 1913), to be submitted to the Registrar. 12 Rule 13 omitted by Notification No. SRO 1234(I)/85 dated December 12, 1985. Before omission it read as follows: 13. Submission of periodical report by issuers.- Every issuer shall, within two months of the close of the first half of its year of account, prepare and submit to the Stock Exchange or exchanges on which its securities are listed and to its securityholders and the Authority a profit and loss account for, a balance sheet as at the end of, that half year, whether audited or otherwise.
13

Rule 14 omitted by Notification No. SRO 1234(I)/85 dated December 12, 1985. Before omission it read as follows:

14. Submission of return by certain beneficial owners, etc.- (1) The return required by Section 12 to be submitted by a director, officer of beneficial owner shall be submitted to the Authority in Form IV every month within ten days of the close of the month to which it relates. (2) The first retun under this rule shall be for the month of March, 1971, and shall be submitted to the Authority within thirty days of the commencement of these rules.

16. Mode of filing or submission of returns, etc.- Any person required by the Ordinance or any of these rules to furnish any document, statement, return or report to the [Commission]15 shall furnish it, either in person or through an agent, to the [Commission]16 at its head quarters at Islamabad or send it to the [Commission]17 by registered post.

14

Rule 15 omitted by Notification No. SRO 1234(I)/85 dated December 12, 1985. Before omission it read as follows:

15. Calculation of amount to be tendered to an issuer by certain beneficial owner, etc.- (1) For calculating the amount required by Section 14 to be reported and tendered to an issuer, the person by whom the amount is to be so reported and tendered may deduct from the amount of gain referred to in that section the amount of brokerage, stamp duty and other expenditure actually paid or incurred in making that gain. (2) Any deduction made under Sub-rule (1) shall be supported by documentary evidence acceptable to the issuer as proof of the brokerage, stamp duty and other expenditure having been actually paid or incurred. (3) Any loss arising out of any transaction in any security shall not, for the purposes of Sub-rule (1), be deemed to be expenditure to be paid or incurred in making gain out od a transaction in that security.
15 16

Substituted for “Authority” by Notification No. SRO 87(I)/2001, dated February 8, 2001 Substituted for “Authority” by Notification No. SRO 87(I)/2001, dated February 8, 2001 17 Substituted for “Authority” by Notification No. SRO 87(I)/2001, dated February 8, 2001

INVESTMENT COMPANIES AND INVESTMENT ADVISERS RULES, 1971
(Published in the Gazette of Pakistan Extraordinary, dated 12th March, 1972)

(As amended upto 1st May, 1999) S.R.O. 78(I)/71.In exercise of the powers conferred by section 32 of the Securities and Exchange Ordinance, 1969 (XVII of 1969), the Federal Government is pleased to make the following rules to regulate the business of investment advisers and investment companies, namely:CHAPTER I PRELIMINARY 1. Short title and commencement.- (1) These rules may be called the Investment Companies and Investment Advisers Rules, 1971. (2) They shall come into force at once. 2. Definitions.- In the rules, unless there is anything repugnant in the subject or context,-(a) (b) “Authority” means the [Corporate Law Authority];
1[1]

“closed-end company”, in relation to an investment company, means a company which does not continuously offer for sale a security which entitle the holder of such security on demand to receive his proportionate share of the net assets of the company;

2

[(ba) "connected person" in relation to an investment company means, __ (i) any person or company beneficially owning, directly or indirectly, ten per cent or more of ordinary share capital of investment company or investment advisor or the company, or able to exercise, directly or

1[1]

Substituted by Notification No. SRO 176(I)/82, dated 20-2-1982.
2

[2] Inserted by SRO No.46(1)/2001 dated 25th January 2001

indirectly, ten per cent or more of the total votes in that company or the investment advisor; (ii) any person or company controlled by a person who or which meets one, or both, of the descriptions given in sub-clause (i); (iii) any member of the group of which that company forms part; or (iv) any director or officer of that company, or that company's investment advisor or of any of their connected persons specified In sub-clauses (i), (ii) and (iii); and]

(c)

“custodian” means a banking company within the meaning of the Banking Companies Ordinance, 1962 (LVII of 1962) [or a central depository company approved by the Commission], which is appointed to be a custodian under these rules;
3

(d) (e)

“Form” means a form set out in the [First] Schedule;
4[2]

“net assets” , in relation to an investment company, means the excess of assets over liabilities of the company, such excess being computed in the manner specified hereunder:(i) A security listed on a stock exchange shall be valued at its last sale price on such exchange on the date as of which it is valued, or if such exchange is not open on such date, then at its last sale price on the next preceding date on which such exchange was open and if no sale is reported for such date, the security shall be valued at an amount not higher than the closing asked price nor lower than the closing bid price. An investment purchased and awaiting payment

(ii)
3 4[2]

Inserted by SRO No.46(1)/2001 dated 25th January 2001

Inserted by Notification SRO 29(I)/99 dated 14-1-1999

against delivery shall be included for valuation purposes as a security held, and the cash account of the company shall be adjusted to reflect the purchase price, including brokers’ commission and other expenses incurred in the purchase thereof but not disbursed as of the valuation date. (iii) An investment sold but not delivered pending receipt of proceeds shall be valued at the net sale price. (iv) The value of any dividends, bonus shares, or rights which may have been declared on securities in the portfolio but not received by the company as of the close of business on the valuation date shall be included as assets of the company, if the security upon which such dividends, bonuses or rights were declared is included in the assets and is valued ex-dividend, ex-bonus or ex-rights as the case may be. (v) Interest accrued on any interest-bearing security in the portfolio shall be included as an asset of the company if such accrued interest is not otherwise included in the valuation of the security. Any other income accrued upto the date on which computation was made shall also be included in the assets.

(vi)

(vii) All liabilities, expenses, taxes and other charges due or accrued up to the date of computation which are chargeable under these rules, other than the paid-up capital of the company, shall be deducted from the value of the assets. (viii) The remuneration accrued upto the date of computation payable to the investment adviser for providing management and other services shall be included as an expense.

(f)

“net capital”, in relation to an investment adviser, means an amount by which the current assets, namely, cash in hand or in bank, money receivable within a period of twelve months from the date of the balance sheet and such other assets, not being the value of securities referred to in sub-rule (2) of rule 5, as are so classified under generally accepted accounting principles, exceed the current liabilities, namely, money payable within a period of twelve months from the date of the balance sheet and such other liabilities as are so classified under generally accepted accounting principles; “Ordinance” means the Securities and Exchange Ordinance, 1969 (XVII of 1969); and
5[3]

(g)

6[4]

(h) "Schedule" means a schedule to these rules.

5[3]

Inserted by Notification SRO 29(I)/99 dated 14-1-1999
6[4]

Inserted by Notification SRO 29(I)/99 dated 14-1-1999

CHAPTER II REGULATION OF THE BUSINESS OF INVESTMENT COMPANIES 3. No investment company to commence business without registration.- No company shall commence business as an investment company unless it is registered with the Authority under these rules. 4. Eligibility for registration .- A company proposing to commence business as an investment company shall be eligible for registration under these rules if it fulfils or complies with the following conditions or requirements, namely:(a) that such company is registered as a public limited company under the [Companies Ordinance, 1984 (XLVII of 1984)];
7[5]

(b)

that it is to function as a closed-end investment company with a capital of not less than [one hundred million rupees:]
8[6]

[Provided that an existing investment company shall raise its capital to one hundred million rupees within a period of three years;"];
9[7 ]

(c) (d)

that no director, officer or employee of such company has been convicted of fraud or breach of trust; that no director, officer or employee of such company has been adjudicated as insolvent or has suspended payment or has compounded with his creditors; that the promoters of such company are, in the opinion of the Authority, persons of means and integrity and have special knowledge of matters which the company may have to deal with as an investment company.

(e)

5.
7[5] 8[6] 9[7]

Registration.- (1) Any company which is eligible for

Substituted by Notification SRO 29(I)/99 dated 14-1-1999 Substituted by Notification SRO 29(I)/99 dated 14-1-1999 Inserted by Notification SRO 29(I)/99 dated 14-1-1999

registration under rule 4 as an investment company may make an application in Form I to the Authority for registration under these rules. (2) An application under sub-rule (1) shall, besides the other documents referred to in Form I, be accompanied by [a receipt evidencing a payment of an application processing fee of twenty-five thousand rupees and] an undertaking by the investment adviser of the company that the investment adviser will at all times hold or beneficially own equity securities of the company of an amount which is neither less than ten per cent nor more than twenty percent of the paid-up value of such securities [:]
10 11[8] 12[9]

[Provided that in case an investment adviser is an adviser to more than one investment company, the application shall be accompanied by an undertaking that the investment adviser shall invest or arrange the investment for a minimum period of two years."];
13[10]

(3) The Authority, if it is satisfied after such enquiry and after obtaining such further information as it may consider necessary:-(i) (ii) that the applicant is eligible for registration; and that it would be in the interest of the capital market so to do, may grant a certificate of registration to such company in Form II.

6. Investment policy and diversification.- (1) The investment policy of an investment company shall be clearly and concisely stated in its Memorandum and Articles of Association and the public offer for the sale of its securities: (2) An investment company shall not enter into any transaction in any security other than a security which is listed on a stock exchange or for the listing of which an application has been made to a stock exchange [:]
14[11]

10 10

Inserted by SRO No.46(1)/2001 dated 25th January 2001 11[8]Amended by Notification No. SRO No. 553(I)/84, dated 13.06.1984
12[9] 13[10] 14[11]

Inserted by Notification SRO 29(I)/99 dated 14-1-1999 Inserted by Notification SRO 29(I)/99 dated 14-1-1999 Inserted by Notification SRO 29(I)/99 dated 14-1-1999

[Provided that an investment company may invest in the unlisted securities upto ten per cent in the goverment securities and rated fixed income securities having minimum investment grade rating upto twent per cent of its total investment portfolio subject to such conditions as the Authority may notify in the official Gazette.];
15[12]

(3) The investment of an investment company in any other company shall not, at any time, exceed an amount equal to ten percent of paid-up capital of the investment company or an amount sufficient to acquire ten per cent of [issued capital] of that other company [:
16[13] 17 18

Provided that the Commission may, on application of investment company, relax any or all conditions in case of an investment company established for a specific investment objective where the intention to that effect was expressed in the prospectus ]. 7. Sale of securities and cost thereof.(1) Securities representing the capital of an investment company shall be offered to the public at par; but no such offer shall be made(a) until the investment adviser of the investment company has made [or has arranged to make] an investment of the amount referred to in sub-rule (2) of rules 5; and
19[14]

(b)

unless the offer has been underwritten by an underwriter appointed by the investment company with the prior approval in writing of the Authority.

(2) An investment company shall not sell any securities for any consideration other than cash. (3) All expenses incurred in connection with the incorporation of an investment company and the offer for sale of the securities of the company and the distribution of such securities, including commission payable to the underwriters, shall be borne by the
15[12]

Inserted by Notification SRO 29(I)/99 dated 14-1-1999
16[13] 17 17 18 19[14]

Amended and omitted by Notification No. SRO 1032(I)/92, dated 24.10.1992
Substituted by SRO No.46(1)/2001 dated 25th January 2001 Inserted by SRO No.46(1)/2001 dated 25th January 2001

Amended and inserted by Notification SRO 29(I)/99 dated 14-1-1999

investment adviser and shall be reimbursable by the company in equal amounts paid annually over a period of not less than five years. (4) [Interest at the prevailing bank rate] shall be payable by the company in respect of the expenses referred to in sub-rule (3).
20[15]

(5) The expenses referred to in sub-rule (3) shall be reported to the Authority, giving their break-up under separate heads, as soon as the distribution of the securities is completed. 8. Prohibitions.- No investment company shall(a) merge with, acquire or takeover any other investment company, unless it has obtained the prior approval of the Authority in writing to the scheme of such merger, acquisition or takeover; pledge any of the securities held or beneficially owned by it;
21[16]

(b) (c)

make a loan or advance of money to any person except in connection with the normal business of the investment company; effect a short sale in any security; purchase any security in a forward contract; purchase any security on margin; participate in a joint account with others in any transaction; apply any part of its assets to real estate, commodities or commodities contracts; acquire any security of which another investment company is the issuer [but this clause shall not apply in case of floatation of an investment company established with a specific investment objective of
22

(d) (e) (f) (g) (h) (i)

20[15] 21[16] 22

Amended by Notification No. SRO-553(I)/84, dated 13.06.1984 Substituted by Notification SRO-749(i)/75 dated 4.7.1975

Inserted by SRO No.46(1)/2001 dated 25th January 2001

investing in other investment companies]; (j) make an investment in a company which has the effect of vesting the management, or control over the affairs, of such company in the investment company; employ as a broker, directly or indirectly, any director, officer or employee [or connected person] of the investment company or its investment adviser or any director, officer or employee thereof;
23

(k)

(l)

issue at any time, without the prior approval of the Authority in writing, a senior security which is either stock or represents indebtedness.

9. Transactions with directors, etc.- No investment company shall without the prior approval of the Authority in writing, purchase from, or sell to, any director, officer or employee of the investment company or of the investment adviser thereof or a person who beneficially owns ten per cent or more of the equity securities of the company or of its investment adviser. 10. Appointment of investment adviser.- (1) No investment company shall appoint any person as an investment adviser except by a contract in writing the terms of which have been previously approved by the Authority in writing. (2) The contract shall, initially or on renewal, be valid for a period not exceeding [ten] years and shall not be renewed or modified unless such renewal or modification has been authorised by the shareholders of the investment company in general meeting and approved by the Authority.
24[17]

(2A) If the contract, as initially entered into or as renewed, is terminated within the first five years of the contract, and not later, compensation for each year of the unexpired period of the contract shall be paid to the investment adviser at the rate of one-fourth of his annual average remuneration during the expired period of the contract.
25[18]

23

Inserted by SRO No.46(1)/2001 dated 25th January 2001

24[17] 25[18]

Added b y Notification No. SRO 749(I)/75, dated 04.07.1975 Substituted by Notification No. SRO 749(I)/75, dated 04.7.1975

Explanation.- Where the expired period is a fraction of a year or includes a fraction of a year, the remuneration for the fraction of the year shall be converted pro rata into full years’ remuneration and then the average annual remuneration shall be worked out to determine the compensation payable for the unexpired period of the contract; and (3) The contract shall, among other things, provide that the investment adviser shall bear all expenditure in respect of the secretariat and office space of the company and professional management, including all administrative, accounting and legal services, and that the fee payable to the auditors and the custodian, taxes on income of the company , brokerage, stamp duty and any other duties or taxes connected with the sale or purchase of securities shall be payable by the investment company. 11. Remuneration payable to investment adviser.- The investment adviser of an investment company shall be entitled to be paid annually, after the accounts of the investment company have been audited, a remuneration:(a) during the first five years of company’s existence, of an amount not exceeding [three] per cent of the net assets of the company as at the end of its year of account and thereafter of an amount equal to [two] per cent of such assets; and
26[19] 27 28

(b)

[of an] amount not exceeding one-half of the amount by which the dividend distributed by the company exceeds twenty per cent.
29[20] **

12. Power of Authority to give certain directions.The Authority, if it is satisfied that it is necessary or expedient so to do in the public interest or of the capital market in Pakistan, may, by order in writing , direct an investment company, within such time as may be specified in the order,(a)
26[19] 27 28

to disinvest the whole or such part of the investment portfolio as may be so specified;

Substituted by Notification No. SRO 749(I), Dated 04-07-1975

Substituted by SRO No.46(1)/2001 dated 25th January 2001 Substituted by SRO No.46(1)/2001 dated 25th January 2001

29[20]

Substituted by Notification No. SRO 72(I)/95 dated 18-01-1995

(b) (c)

to refrain from investing or disinvesting such securities as may be so specified; to co-opt one or more persons nominated by the Authority as members of the board of directors of the company with the same status, powers and rights as the other members of the board.

13. Amount distributable to shareholders.- An investment company shall distribute by way of dividend to its shareholders not less than ninety per cent of its income derived from interest, dividends received and capital gains arising from the acquisition and disposal of securities as reduced by such expenses as are chargeable to company under these rules, including the remuneration payable to the investment adviser. 14. Publication of portfolio securities.- Every investment company shall cause to be published, in the Bulletin or other such publication of the stock exchange on which its securities are listed, the names and the value of its portfolio securities as at the end of each half-year. 15. Custody of securities.- (1) Every investment company shall place and maintain the securities owned or held by the company with a custodian appointed by it with the prior approval in writing of the Authority. (2) The investment company shall settle with the custodian a scheme for the custody of securities which shall, among other matters, provide for the circumstances in which the securities may be released from custody. (3) The custodian shall, if it feels that the nature of any release of a security from custody is contrary to the provisions of these rules, report the matter to the Authority forthwith. 16. Maintenance of books of accounts and other documents.- (1) Every investment company shall maintain such books of accounts and other records as shall depict a true and fair picture of its state of affairs, including-(a) (b) journals, cash book and other records of original entry forming the basis of entry in any ledger; ledgers (or other comparable record) reflecting asset,

liability, income and expense; (c) (d) (e) (f) ledgers (or other comparable record) showing at any time securities which are receivable or deliverable; record of transactions with the bank; register of transaction in securities; and record of the meetings of the board of directors.

(2) The books of account and other records to be maintained under sub-rule (1) shall be preserved for a period of not less than five years. 17. Periodical reports to shareholders, etc.- (1) investment company shall transmit to its shareholders.(a) Every

an annual report, together with a copy of the balance sheet and income and expenditure account and the auditor’s report, not less than (twenty one) days before the date of the general meeting at which it is to be laid before the shareholders; and
30[21]

(b)

a six-month report, within each half-year.

31[22]

(sixty days) of the end of

(2) Such report, so far as may be applicable, shall be in accordance with (requirements set out in the second schedule to the these rules), and shall contain a statement showing the securities owned at the beginning of the relevant period, securities purchased or sold during such period, and the securities held at the end of such period together with the value (at cost and at market), and the percentage in relation to its own assets and the paid -up capital of the company whose securities are owned.
32[23]

33[24]

(3) The statement of income and expenditure of the investment company shall include a statement of income and expenditure of the investment adviser in relation to the investment company. (4)
30[21] 31[22]

A copy of the annual report referred to in sub-rule (1)

Amended by Notification SRO 29(I)/99 dated 14-1-1999 Amended by Notification SRO 29(I)/99 dated 14-1-1999
32[23]

Amended by Notif ication SRO 29(I)/99 dated 14-1-1999
33[24]

Omitted by Notification No. SRO 553(I)/84, dated 13-06-1984

shall, within the time specified therein, be furnished to the Authority together with a statement containing the following information in respect of the investment company as at the end of the year:(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) * (k)
* 34[25]

Total number of security holders. Particulars of persons holding five per cent or more of the securities of the company at any time during the year. Names and number of securities held by directors and officers of the company. Any security of any other issuer sold and then bought during any six-month period. Particulars of the personnel (executive, research and other) of the investment company. Remuneration paid to the investment adviser. Particulars of the personnel (executive, research and others) of the investment adviser. Fee paid to the auditors. The date, names of persons attending and minutes of each meeting of the board of directors. Omitted. Omitted.

(5) Every investment company shall, as and when required by the Authority by order in writing and within such time as may be specified therein, furnish to the Authority the information regarding the sale price and the capital gain or loss in respect of each security purchased and sold. [(6) Every investment company shall furnish to the stock exchange, where the securities of the company are listed, the Commission and any association of self-regulatory organization, or as directed by the Commission, within fourteen days of the last day of the preceding month, information, as on last date of the preceding month, on the net asset value of securities issued by it, the net assets have been computed in the manner prescribed in clause (e) of rule (2).]
35

34[25] 35

Added by Notification SRO 635(i)/84, dated 11.7.84

Inserted by SRO No.46(1)/2001 dated 25th January 2001

CHAPTER III REGULATION OF THE BUSINESS OF INVESTMENT ADVISERS 18. No person to commence business without registration.- No person shall commence business as an investment adviser unless such person is registered with the Authority under these rules. 19. Eligibility for registration.- Any person proposing to commence business as an investment adviser shall be eligible for registration under these rules if it fulfils or complies with following conditions or requirements, namely:(a) that such person is registered as a company under the Companies Ordinance, 1984 (XLVII of 1984) and has capital of not less than twenty million rupees: Provided that an existing investment adviser shall raise its capital to a minimum level of twenty million rupees within a period of three years.";
36[26]

(b) (c)

(d)

that no director, officer or employee of such company has been convicted of fraud or breach of trust. that no director, officer or employee of such company has been adjudicated as insolvent or has suspended payment or has compounded with his creditors; that the directors of such company are, to the satisfaction of the Authority, persons of means and integrity and have special knowledge of the matters which the company may have to deal with as an investment adviser; *and

37[27]

(e) that such a person furnishes an undertaking, within ninety days of the grant of a certificate of registration, that the investment adviser shall furnish evidence to the satisfaction of the Authority that the personnel employed by it for executive,

36[26]

Substituted by Notification SRO 29(I)/99 dated 14-1-1999
37[27]

Amended by Notification SRO 29(I)/99 dated 14-1-1999

research or other related functions possess sufficient educational qualifications and professional experience to manage funds for te investment comapnies and rendering advisory services."; 20. Registration.- (1) Any person who is eligible for registration under rule 19 as an investment adviser may make an application in Form III to the Authority for registration under these rules. (2) An application under sub-rule (1) shall, besides the other documents referred to in Form III, *be accompanied by:a) an undertaking that the company will at all times maintain a net capital balance in the capital account of an amount which is not less than one and a half per cent of the paid-up capital; and
38[28] 39[29]

b) receipt evidencing a fee of twenty-five thousand rupees as application process fee."

(3) The Authority, if it is satisfied after such enquiry and after obtaining such further information as it may consider necessary,(i) (ii) that the applicant is eligible for registration ; and that it would be in the interest of the capital market so to do, may grant a certificate of registration to such person in Form IV.

21. Maintenance of books of accounts etc.- (1) Every investment adviser shall maintain such books of accounts and other records as shall depict a true and fair picture of its state of affairs, including(a) (b)
38[28]

journals, cash book and other records of original entry forming the basis of entry in any ledger; ledgers (or other comparable record) reflecting asset, liability, income and expense;

Inserted by Notification SRO 29(I)/99 dated 14-1-1999
39[29]

Inserted by Notification SRO 29(I)/99 dated 14-1-1999

(c) (d) (e) (f) (2)

ledgers (or other comparable record) showing securities in the portfolio; record of transactions with banks; record of the meetings of the board of directors; and original record of all reports, analysis and memoranda containing investment advice distributed.

Such books of accounts and other records shall be preserved for period of not less than five years.

22. Submission of annual report to Authority.Every investment adviser shall submit to the Authority an Annual report, together with a balance-sheet and income and expenditure account and the auditor’s report, within six months of the close of its year of account. 23. Enquiry.- (1) The Authority may cause an enquiry to be made by any person appointed in this behalf into the affairs of any investment adviser registered under these rules or any of its directors, managers or other officers. (2) Where an enquiry under sub-rule (1) has been undertaken every director, manager or other officer of the investment adviser to which or to whose director, manager or other officer the enquiry relates and every other person who has had any dealing with such investment company, investment adviser, director, partner, manager or officer shall furnish such information in his custody or power or within his knowledge relating to, or having bearing on the subject-matter of the enquiry as the person conducting the enquiry may by notice in writing require. (3) The person conducting an enquiry under sub-rule (1) may call for, inspect and seize books of account and documents in possession of any such investment adviser or person. 24. Cancellation of registration.- (1) Where the Authority is of the opinion that an investment adviser has contravened any provision, or has otherwise failed to comply with any requirement, of the Ordinance or of any rule or direction made or given thereunder, the Authority may, if it considers necessary in the public interest so to do by order in writing,(a) cancel the registration of the investment adviser; or

(b)

remove the investment adviser from the office of investment adviser of an investment company:

Provided that no such order shall be made except after giving the investment adviser an opportunity of being heard. (2) An investment adviser removed from office under clause (b) of sub-rule (1), shall not be entitled to or be paid any compensation or damages for loss of termination of office. (3) An investment adviser of an investment company who is removed from office under clause (b) of sub-rule (1) shall not be appointed to such office of that company until after the expiration of a period of five years from the date of such removal. (4) Where the investment adviser of an investment company is removed from that office under clause (b) of sub-rule (1) no director or officer of the investment adviser shall hold the office of director of the investment company or any other office connected with the conduct or management of the affairs of the investment company, until after the expiration of a period of five years from the date of such removal. (5) Where the investment adviser is removed from office under clause (b) of sub-rule (1) the Authority may, by order in writing, appoint a person, hereinafter referred to as the Administrator, to manage the affairs of the investment company subject to such terms and conditions as may be specified in the order. (6) The Administrator shall receive such remuneration from the investment company as the Authority may determine. (7) The management of the affairs of the investment company shall, on and from the date of appointment of the Administrator, vest in him. (8) If at any time if appears to the Authority that the purpose of the order appointing the Administrator has been fulfilled, it may permit the investment company to appoint another person to the office of investment adviser; and , on the appointment of such investment adviser, the Administrator shall cease to hold office.

THE **FIRST SCHEDULE FORM I [See rule 5 (1)] FORM OF APPLICATION FOR REGISTRATION AS AN INVESTMENT COMPANY TO The Corporate Law Authority, Government of Pakistan, Islamabad.
*

Dear Sir, We hereby apply for the registration of ........................... (Name of Investment Company) under rule 5 of the Investment Companies and Investment Advisers Rules, 1971. 2. An undertaking (in original) from the investment adviser in terms of rule 5(2) of the aforesaid Rules and four copies of each of the following documents are enclosed:(i) (ii) (iii) (iv) Memorandum and Articles of Association. Investment Advisory Contract. Custodian Agreement. Underwriting Agreement.

3. We hereby undertake to take all steps necessary to have the securities issued by us listed on a stock exchange. 4. Necessary information required in the annex to this form is furnished. We undertake to keep the information up-to-date at all times. Yours faithfully,

Signature of the Secretary or a director of the applicant company.
*

Substituted by Notification No. 1196(I)/83, dated 20-12-1983

** Substituted by Notification SRO 29(I)/99 dated 14-1-1999

"THE SECOND SCHEDULE [See rule 17(2)] DISCLOSURE REQUIREMENTS FOR INVESTMENT COMPANIES 1. General (l) Annual report must contain all the information required in this Schedule. Interim reports must at least contain the statement of assets and liabilities and the investment portfolio. Where the investment company has paid or proposes to pay an interim dividend, the amount of dividend should be disclosed. All reports must contain comparative figures for the previous period except for the investment portfolio. The items listed under the statement of assets and liabilities, income statement, distribution statement, statement of movements in reserves and the notes to the accounts, where applicable, must be disclosed. It is, however, not mandatory to adopt the format as shown or to disclose the items in the same order.

(2) (3)

2.

Statement of assets and liabilities. The following must be separately disclosed, namely:(i) (ii) (iii) (iv) (v) (vi) (vii) total value of investments; bank balances; preliminary and floatation costs; dividends and other receivable; bank loan and overdrafts or other forms of borrowings; dividend payable; total value of all assets;

(viii) (ix) 3.

total value of all liabilities; and net asset value.

Income statement. (l) (2) (3) (4) Total investment income net of withholding tax, broken down by category. Total other income, broken down by category. Element of income and capital gains. An itemized list of various costs which have been debited to the scheme including,-(a) (b) (c) (d) (e) (f) (5) (6) (7) fees paid to the investment adviser; remuneration of the custodian; amortization of formation costs; director's fee and remuneration; safe custody and bank charges; auditor's remuneration; borrowing expenses; legal and other professional fees; and any other expense borne by the company.

Taxes. Amounts transferred to and from reserves. Net income to be carried forward for distribution.

4.

Distribution statement. (l) (2) (3) (4) (5) Amount brought forward at the beginning of the period. Net income for the period. Interim dividend and date of distribution. Final dividend per share. Undistributed income carried forward.

5.

Statement of movements in reserves. (l) Net asset value per share as at the beginning of the

(2) (3)

period. Net asset value per share as at the end of the period. Any item resulting in an increase or decrease in net asset value of the share including, (i) (ii) (iii) (iv) surplus or loss on sale of investments; exchange gain or loss; unrealized appreciation or diminution in value of investments; and net income for the period less distribution.

(4) 6.

Amounts transferred to and from the revenue account.

Notes to the accounts.

The following matters shall be set out in the notes to the accounts. (1) Principal accounting policies: (a) (b) (c) (d) (e) (f) The basis of valuation of the assets of the company including the basis of valuation of unquoted and unlisted securities; the revenue recognition policy regarding dividend income and other income; foreign currency translation, if any; the basis of amortization of formation costs; taxation; and any other accounting policy adopted to deal with items which are judged material or critical in determining the transactions and in stating the disposition of the investment company. Note.- Any changes to the above accounting policies and their financial effects upon the accounts should also be disclosed. (2) Transactions with connected persons: The following transactions should be disclosed, namely:(l) Details of all transactions entered into during the period between the company and the investment

adviser, or any entity in which these parties or their connected persons have a material interest; and (2) name of any director of the investment adviser or any connected person if such a person becomes entitled to profits from transactions in shares or from management of the company and the amount of profits to which such person becomes entitled.

(3)

Borrowings: (l) (2) (3) State whether the borrowings are secured or unsecured and the duration of the borrowings. Contingent liabilities and commitments of the company. If the free negotiability of any asset is restricted by statutory or contractual requirements, this must be stated.

7.

Contents of the auditors' report. The report of the auditor should state -(l) whether in the auditor's opinion, the accounts prepared for that period have been properly prepared in accordance with the relevant provisions of the rules; without prejudice to the foregoing, whether in the auditor's opinion, a true and fair view is given of the disposition of the company at the end of the period and of the transactions of the scheme of the period then ended; if the auditor is of the opinion that proper books and records have not been kept by the company or the accounts prepared are not in agreement with the company's books and records, that fact; and if the auditor has failed to obtain all the information and explanations which, to the best of his knowledge and belief, are necessary for the purpose of the audit, that fact.

(2)

(3)

(4)

8.

Investment portfolio. (l) (2) (3) (4) Number or quantity of each holding together with the description and market value. The total investment stated at cost. The value of each holding as a percentage of the total investments. Statement of movements in portfolio holdings since the end of the preceding accounting period.

9.

Performance table.

(l) A comparative table covering the last three financial years and including, for each financial year, at the end of the financial year.-(a) (b) total net asset value; and net asset value per share.

(2) A performance record over the last ten financial years; or if the company has not been in existence during the whole of that period in which it has been in existence, showing the earnings per share and dividend distribution during each of those years."

(Syed Samsamul Haq) Joint Secretary

Annex to Form I
1. 2. 3.

4.

5.

6. 7.

8.

9.

10.

11.

12.

13.

Name, address and telephone number(s) of the Company .................................................... Date and place of incorporation ................................................... Names and addresses of directors, distinguishing between promoter directors and other directors .................................................... Whether any director has been convicted of fraud or breach of trust. ................................................... Whether any director has been adjudicated as insolvent or has suspended payment or has compounded with his creditors. ................................................... Names and addresses of officers and employees. ................................................... Whether any officer or employee has been convicted for fraud or breach of trust. ................................................... Whether any officer or employee has been adjudicated as insolvent or has suspended payment or has compounded with his creditors. ................................................... Names of the directors, officers and employees of the investment company and those of the investment adviser thereof who are members of a stock exchange. ................................................... Director’s interest, direct or indirect in any other investment company. ................................................... Previous experience of the promoters/directors in the investment field. ................................................... The financial standing of the promoters/directors (Attach proof, if any). ................................................... (a) Authorised capital of the company. .................................................... (b) Part of such capital proposed to be raised through public offer. ....................................................

14.

Name, address and telephone number of the investment adviser. ................................................... Name and address of the custodian. ................................................... Name and address of the underwriter. ................................................... Financial standing and resources of the underwriter. ...................................................

15. 16. 17.

FORM II [See rule 5(3)] CERTIFICATE OF REGISTRATION AS IN INVESTMENT COMPANY * CORPORATE LAW AUTHORITY Islamabad, the________19__ The Corporate Law Authority having considered the application for registration under rule 5 of the Investment Companies and Investment Advisers Rules, 1971, by.................................................(Name of the Investment Company) and being satisfied that the said.......................................................... ......................................................(Name of the Investment Company) is eligible for registration and that it would be in the interest of the capital market so to do, hereby grants, in exercise of the powers conferred by rule 5 of the Investment Companies and Investment Advisers Rules, 1971, registration to................................................... ........................................................ (Name of the investment company) subject to the conditions stated herein below or as may be prescribed or imposed hereafter.
*

2. The draft agreement between............................................ ........................................................ (Name of the investment company) and ................................................... (Name of the investment Adviser) is approved subject to the following conditions:3. The appointment ............................................................... (Name of custodian) is hereby approved subject to the following conditions:4.
*

of

The

appointment

of

Substituted by Notification No. 1196(I)/83, dated 20-12-1983

............................................................... (Name of the investment adviser) is hereby approved subject to the following conditions:-

Signature of the officer.

FORM III [See rule 20 (1)] FORM OF APPLICATION FOR REGISTRATION AS INVESTMENT ADVISER TO The Corporate Law Authority, Government of Pakistan, Islamabad.
*

We hereby apply for the grant of registration of ..................................................................(Name of Investment adviser) under rule 20 of the Investment Companies and Investment Advisers Rules, 1971. 2. Four copies of the Memorandum and Articles of Association are enclosed. 3. We hereby undertake to maintain at all times a net capital balance in the capital account of an amount which is not less than one lac rupees. 4. Necessary information required in the annex to this form is furnished. We undertake to keep this information up-to-date at all times. Yours faithfully,

Dear Sir,

Signature of the Secretary or a director of the applicant.

*

Substituted by Notification No. 1196(I)/83, dated 20-12-1983

Annex to Form III
1. 2. 3.

4.

5. 6.

7.

Name, address and telephone number(s) of applicant. ............................................................ Names and addresses of directors. ............................................................ Whether any director has been convicted of fraud or breach of trust. ............................................................ Whether any director has been adjudicated as insolvent or has suspended payment or has compounded with his creditors. ............................................................ Names and addresses of officers and employees. ............................................................ Whether any officer or employee has been convicted of fraud or breach of trust. ........................................................... Whether any officer or employee has been adjudicated as insolvent or has suspended payment or has compounded with his creditors. ............................................................ Whether any director or officer has any interest in any investment company. ............................................................ What is the financial standing of the directors. ............................................................ Give a brief description of the kind of investment advisory services proposed to be provided, the organizational se up, previous professional experience of directors / officers, etc. ...........................................................

8.

9. 10.

FORM IV [see rule 20 (3)] CERTIFICATE OF REGISTRATION AS AN INVESTMENT ADVISER
*

CORPORATE LAW AUTHORITY Islamabad, the 19

The *Corporate Law Authority having considered the application for registration under rule 20 of the Investment Companies and Investment Advisers Rules 1971/by................................................................................(Name of adviser) and being satisfied that the said .................................................................................... (Name of adviser) is eligible for registration and that it would be in the interest of the capital market so to do, hereby grants, in exercise of the powers conferred by rule 20 of the Investment Companies and Investment Advisers Rules, 1971, registration to .....................................................................................(Name of adviser) subject to the condition stated herein below or as may be prescribed or imposed hereafter.

............................... Signature of the officer

*

Substituted by Notification No. 1196(I)/83, dated 20-12-1983

ECONOMIC REFORMS (ACQUISITION AND COMPENSATION) RULES, 1973 [Gazette or Pakistan, Extraordinary, Part II 24th October, 1973] S.R.O. 1516(1)/73.---In exercise of the powers conferred by Article 12 of the Economic Reforms Orders. 1972 (PO No. 1 of 1972), the Federal Government is pleased to make the following rules. namely: 1. Short title and commencement.--- (1) These rules may be called the Economic Reforms (Acquisition and Compensation) Rules, 1973. (2) They shall come into force at once. 2. Definitions.---In these rules, unless. there is anything repugnant in the subject or context.-(a) ‘Article’ means the Article of the Order; (b) ‘Board’ means the Board of Industrial Management established under the Development of Industries (Federal Control) Act, 1972 (XVI of 1972); and (c) ‘Order’ means the Economic Reforms Order, 1972 (PO No. 1 of 1972). 3. Preparation of list of Shareholders.--- (1) The Managing Director of an establishment shall after giving effect to changes, if any, permitted in pursuance of a notification under Article 7A prepare and submit to the Federal Government a list of shareholders indicating the shares held by such shareholders and such list shall form the basis for determining extent of acquisition of shares. (2) Where shares held by a shareholder are registered under more than one folio in the registers of a company. all such shares will be consolidated to determine holdings of a shareholder 4. Order of acquisition.---The order of acquisition of shares of an establishment passed by the Federal Government shall be communicated to the Managing Director who shall inform the shareholders. whose shares stand acquired, either partly or wholly, by registered post acknowledgment due at the address given in the share register and he shall also furnish a copy of such order if the shares of such establishment are quoted on a stock exchange, to the recognised stock exchanges. 5. Procedure on acquisition... (1) Where orders for acquisition of shares of an establishment are passed by the Federal Government, the Managing Director shall make arrangements to issue new share certificates which will be different in design and distinguishable from the existing share certificates of the establishment, and to exchange the existing certificates with the new ones or with the certificates of entitlement for compensation for acquired shares, as the case may be. (2) For the purpose of issuing new share certificates and certificates of entitlement for compensation, the Managing Director shall issue a public notice giving a date, which shall not be less than ten days from the date of publication of such notice, by which date the shares should be lodged with the establishment.

(3) Where only a portion of shares of a shareholder whose shares have been acquired has been lodged with the company under sub-rule (2), the shares shall stand acquired in the order in which they were lodged with the company tilt the number of shares ordered to be acquired have been so acquired. (4) Where the shares to be acquired arc not lodged with the company, or where the number of shares lodged is less than the number to be acquired, the Managing Director shall, subject to such directions as the Federal Government may given, determine as to which of the shares should be acquired. (5) A list of the shares acquired shall be furnished by the Managing Director to the recognised stock exchanges. (6) Where a share is liable to acquisition, no exemption from such acquisition may be claimed on the ground that it is held or owned by another person: Provided that where a share is lodged with the company before the date fixed under sub-rule (2) accompanied by a valid transfer deed, the Managing Director shall endorse the certificate of entitlement for compensation in the name of transferee and the compensation shall in such case be payable to such transferee. (7) The certificates of entitlement for compensation and the now share certificates shall be issued only in exchange for the existing share certificates, and where such share certificates are reported to have been lost or destroyed, the new certificates will be issued after fulfilling the same formalities as are required in the case of issue of duplicate share certificate. (8) The shares acquired under the Order shall be registered in the name of the Federal Government and the Managing Director shall prepare share certificates in respect of such shares and deliver them to such agency as the Federal Government may direct. (9) All share certificates issued before acquisition in respect of the acquired shares shall cease to be valid deeds of ownership of shares and, except for exchange for certificates of entitlement for compensation, shall not be traded or hypothecated. 6. Register of acquired shares.---The Managing Director shall maintain a separate register of acquired shares and of the certificates of entitlement for compensation, and shall furnish lists thereof to the Federal Government. 7. Payment of compensation. ---On presentation of the certificate of entitlement for compensation through a recognised bank. the Federal Government shall cause payment of compensation to be made either in cash or in the form of bonds or partly in cash and partly in the form of bonds, as it may’ decide. 8. Transferability and eligibility of bonds for hypothecation.---The bonds issued on acquisition of shares shall be transferable and eligible for hypothecation. 9. Offences and penalties.---Whoever in pursuance of the Order or any rule or notification made or issued thereunder, makes a declaration or furnishes information which he knows or has reason to believe to be false or gives a false certificate or fabricates documents or books of accounts to fraudulently get shams transferred

shall be punishable with imprisonment which may extend to two years, or with fine which may extend to one lac rupees, or with both.

THE COMPANIES (APPOINTMENT OF TRUSTEES) RULES, 1973 (Gazette of Pakistan, Extraordinary, Part II, 14th May, 1973) Notification No. S.R.O. 643 (I)/73.-- In exercise of the powers conferred by section 13 of the Companies (Appointment of Trustees) Act, 1972 (XV of 1972), the Federal Government is pleased to make the following rules, namely— These rules may be called the Companies (Appointment of Trustees) Rules, 1973. 2. After the appointment of a trustee in respect of a company under section 4 of the Companies (Appointment of Trustees) Act, 1972 (XV of 1972), the liabilities relating to the assets of that company vested in the trustee shall be determined: (a) in the case of a joint stock company, by the Registrar or the Assistant Registrar of Joint Stock Companies, in whose jurisdiction the liabilities of the company arose or are to be discharged; (b) in the case of an insurance company, by the Controller of Insurance; and (c) in the case of a banking company, by the State Bank of Pakistan. 3. In determining the liabilities of a company under rule 2, the authority referred to therein shall take into account; (a) rent and tax for any premises; (b) any vehicle used for the purpose of the business of the company; (c) any liability in respect of which it is proved beyond reasonable doubt that it relates to goods supplied or services rendered for the purpose of the business of the company; and (d) any agreement or instrument calculated to enhance the liability of the company, if it is proved beyond reasonable doubt that the liability was incurred for the purpose of improving or promoting the business of the company or for increasing the value of an asset pertaining to the business of the company.

THE COMPANIES (APPOINTMENT OF LEGAL ADVISERS) RULES, 1975 [Gazette of Pakistan Extraordinary., Part II, 2nd April, 1975] NOTIFICATION No. S.R.O. 373 (1)/75.-- In exercise of the powers conferred by section 8 of the Companies (Appointment of Legal Advisers) Act, 1974 (Act No. X of 1974), the Federal Government is pleased to make the following rules, namely: Short title and commencement.-(1) These rules may be called the Companies (Appointment of Legal Advisers) Rules, 1975. (2) They shall come into force at once. 2. Definitions.-- In the rules, unless the context otherwise requires--, (a) 'Act' means the Companies (Appointment of Legal Advisers) Act, 1974. (b) 'Registrar' means the Registrar as defined in subsection (15) of section 2 of the Companies Act, 1913. 3. Maintenance of register and records.-- Every company shall maintain a register in the form set out in Schedule I. Every, company shall obtain a certificate from its legal adviser once a year in the form set out in Schedule II. 4. Furnishing of information by the company.-(l) Every company shall, within fifteen days of the appointment of a legal adviser by it, furnish in duplicate to the Registrar of the region in which its registered office is situated the name (names of the partners in case of a firm), address and remuneration of the legal adviser. (2) Every, company shall furnish such additional information or documents as the Registrar may require. (3) The Registrar shall keep proper record of all the information received under this rule.

SCHEDULE I [See rule 3 (I)] REGISTER OF LEGAL ADVISER Name of the Legal Adviser (If the legal adviser is a firm, name of firm should be given). Number of partners in case of a firm Date of Date of termination Remuneration Address of appointment. appointment.

SCHEDULE II [(See rule 3(2)] CERTIFICATE (To be obtained annually from a legal Adviser) I/We certify that during the year ............................................... I/We was/were not engaged as legal adviser in more than three companies/ ............................................... companies. The particulars of the companies in which I/We was/ were the legal adviser during the year are as follows:Name of the company_________________ (1) Signature________________________ Address___________________ (2) Name________________________

ISLAMABAD, MONDAY, JANUARY 26, 1981 PART II Statutory Notifications (S.R.O) GOVERNMENT OF PAKISTAN MINISTRY OF FINANCE NOTIFICATION Islamabad, the 26th January, 1981
S.R.O.83/(I)/81.__ In exercise of the powers conferred by section 41 of the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980 (XXXI of 1980), the Federal Government is pleased to make the following rules, namely :-

THE MODARABA COMPANIES AND MODARABA RULES, 1981
1. Short title and commencement.__ (1) These rules may be called the Modaraba Companies and Modaraba Rules, 1981. (2) 2. context,__ (a) “Advocate” means a person entered in any role under the provisions of the Legal Practitioners and Bar Councils Act, 1973 (XXV of 1973); “Certificate holders” means holders of Modaraba Certificates; “Chairman” means the Chairman of the Religious Board; “Form” means a form set out in the First Schedule; “Member” means a member of the Religious Board and includes the Chairman; “Ordinance” means the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980 (XXXI of 1980); “Religious Board” means the Board constituted under section 9; “Section” means a section of the Ordinance; All other terms and expressions used but not defined in these rules shall have the same meanings as are assigned to them in the Ordinance. They shall come into force at once. Definitions __ (1) In these rules, unless there is anything repugnant in the subject or

(b) (c) (d) (e) (f)

(g) (h) (i)

3.

Registrar. __ (1) The headquarters of the Registrar shall be at Islamabad.

(2) Without prejudice to the powers, duties and functions conferred or imposed on him by the Ordinance, the following shall be the duties and functions of the Registrar, namely :(a) to receive applications for registration as modaraba companies;

1

(b)

issue to a modaraba company a Certificate of Registration which indicates the serial number of registration, year of registration and office of issue and has the official seal of the Registrar affixed thereto; to provide secretarial services to the Religious Board; to refer the applications for floatation of modaraba which shall be in Form-I, to the Religious Board and obtain their certificate in writing in Form II that the modaraba is not a business opposed to the injunctions of Islam; to receive applications for and grant Certificate of Authorization in Form III for floatation of modarabas on such conditions as he may deem fit in keeping with the provisions of section 11; to lay-down, receive and examine all reports, accounts and other documents referred to in section 14 and to pass orders for and receive such additional documents or reports or information as may be considered necessary; to issue a certificate in Form IV on receipt of a declaration in Form V that Modaraba Certificate have been allotted in an amount not less than the minimum amount stated in the prospectus to be raised in order to provide for the business operations and expenses; to allow issue of certificates of a modaraba at a premium or at a discount.

(c) (d)

(e)

(f)

(g)

(h)

(3) The Registrar shall examine or cause to be examined any documents received and return for rectification any document filed with or delivered to him for registration, filing or recording if it is found to be defective or incomplete or mutilated and shall not register file or record such document until the requirements indicated by him have been complied with and a revised or corrected document furnished: Provided that the Registrar may for special reasons instead of returning the document demand a fresh document or ask the modaraba company to depute a representative to rectify or complete the document as may be necessary. (4) The Registrar shall not register, file or record any document in respect of which a fee is payable until such fee has been deposited in the correct head of account and receipt furnished to him and shall, pending the payment of such fee, act in the same way as if no such document had been tendered for registration, filing or record.

(5) When a document is accepted for being registered, filed or recorded, the Registrar shall issue an acknowledgement in Form VI of the First Schedule.

(6) All documents of each modaraba company and each modaraba shall be kept together, distinct and separate from those of other modaraba companies and modarabas.
(7) The Registrar shall make endorsement of the following particulars on every document registered, filed or recorded in his office, namely serial number (a separate serial number shall be given to each document); name of the modaraba company and of the modaraba; brief description of the document including its enclosures; and the date on which the document is registered, filed or recorded, and shall sign, and affix his official seal, to every such endorsement. (8) In the office of the Registrar, there shall be maintained a register of modaraba companies and a register of modarabas in Forms VII and VIII in which particulars of the companies and the modarabas shall be entered in the order in which they are registered or authorized, as the case may be.

2

(9) In the pages allotted to each modaraba company in the register, a note shall be made of every document or fact relating to the modaraba company or modaraba which is registered, recorded or filed with the Registrar. (10) The Registrar shall also cause an alphabetical index to be maintained of modaraba companies and modarabas in the register; (11) The Registrar shall permit members of the public to inspect such registers and records of documents maintained under this rule and such other rules as he may deem fit, provided that, before such permission is granted, prescribed inspection fee has been paid. (12) The inspection of the documents shall be allowed during the office hours and in the presence of the Registrar or a person authorized by him in his behalf. (13) The Registrar shall, on the application of a person, grant copies of entries in the registers and documents as are open to inspection duly signed, sealed and dated by him on payment of the prescribed fees. (14) The Registrar shall take cognizance of omission to file or register documents on due date or any other omission, lapse, irregularity or infraction of the law by or in relation to a modaraba company or modaraba. (15) The Registrar shall institute such enquiries or proceedings in respect of any matter as may, in his opinion, be necessary to obtain information or evidence respecting defaults or any lapse, irregularity or infraction of the law by any modaraba company or in relation to a modaraba or any promoter, officer, employee, liquidator or receiver. (16) The Registrar shall cause to be prepared and keep a seal for authentication of documents and certificates required for or connected with the registration of modaraba companies and modarabas and related matters. (17) The Registrar may assign any of the duties prescribed under the Ordinance or these rules and generally regulate performance of duties and issue directions to any officer or officials subordinate to him in such manner as he may think fit. (18) There shall be paid in respect of the several matters mentioned in the Second Schedule the several fees therein specified. (19) All fees, charges and other sums paid or realized under the Ordinance or under any order of the Registrar, Tribunal or the Federal Government in pursuance of the Ordinance and the rules shall be accounted for to the Federal Government in the State Bank of Pakistan or any other bank acting as agent of that Bank or the Government Treasury under head “1213-ECONOMIC REGULATION-RECEIPTS UNDER MODARABA ORDINANCE” and the receipt thereof shall be furnished to the Registrar, the Tribunal or the Federal Government alongwith the documents, application or otherwise, as the case may be. 4. Registration of Modaraba Company. __ (1) An application for registration of a modaraba company shall be made to the Registrar in Form IX. (2) The application shall be accompanied by__ (a) (b) (c) (d) five copies of the Memorandum and Articles of Association; five copies of Certificate of incorporation; receipted Treasury Challan in respect of the fees paid for the application; five copies of the latest audited accounts, if the company has already been in business; and

3

(e)

a precise description of the business being done, if it is already engaged in business other than floatation of modaraba or if it proposes to undertake such business in addition to flotation and management of modarabas.

(3) The company shall make such changes in its Memorandum and Articles of Association or in their Board of Directors as may be required by the Registrar. (4) The Registrar on being satisfied that the company is eligible to be registered shall issue a Certificate of Registration in Form X on such conditions as may be specified. 5. Tribunal.__(1) A person appointed to constitute a Tribunal shall hold office for a term of three years unless he resigns or otherwise ceases to hold office earlier. (2) A Tribunal shall, in consultation with the Federal Government, appoint such officers and staff as are considered necessary for carrying out the functions of the Tribunal. (3) The hearing of and proceedings before a Tribunal shall be public unless the Tribunal for reasons recorded in writing :(a) (b) (c) decides to hold the proceedings or any part thereof in private; or gives directions as to the persons who may be present thereat; or prohibits or restricts the publication of any part of evidence given before it or contained in any document filed before it.

(4) There shall be an official seal of a Tribunal which shall be in the custody of the Chairman or of an officer designed by him in this behalf. 6. Religious Board. __(1) The Religious Board shall consist of three members appointed by the Federal Government by notification in official Gazette, one of whom shall be the Chairman. (2) Two of the members shall be religious scholars and the Chairman shall be a person who is, or has been, or is qualified to be a Judge of a High Court. (3) Meetings of the Religious Board shall be held to consider applications for floatation of modaraba as and when called by the Chairman, but at least once in every two months unless there is no business to transact. (4) The Board may wherever so required obtain clarification or additional information from the modaraba company or offer a personal hearing to the modaraba company before arriving at a decision. (5) The proceedings of each meeting of the Religious Board shall be recorded in such manner as may be specified by it and the same shall be signed by the Chairman or, in his absence, by the member presiding over the meeting. (6) All orders and decisions of the Religious Board shall be authenticated by the Chairman or a member or officer especially empowered in this behalf by the Board. (7) The Religious Board shall give its decision within thirty days from the date of closure of its last hearing in a communication bearing official seal of the Board. (8) A member of the Religious Board shall hold office for a term of three years unless he resigns, ceases to hold office or is removed earlier. (9) Any casual vacancy shall be filled in by appointment by the Federal Government of a person qualified to be a member, for the un-expired term of the outgoing member. (10) The members of the Board, other than a Chairman who is Judge of a High Court, shall be entitled to :a fixed fee of Rs.500/- per day; traveling and daily allowance as admissible to Grade 20 officers of the Federal Government. (11) The sittings of the Religious Board shall normally be held at Islamabad but the Board may sit in such places in Pakistan as it may from time to time decide. (d) (e)

4

(12) On being called upon to appear before the Religious Board appearance may be in person or through an authorized representative. (13) All sittings of the Religious Board shall be presided over by the Chairman and in his absence by a member as may be nominated by him. (14) There shall be an official seal of the Religious board which shall remain in the custody of the Chairman or an officer authorized by him in writing. 7. Capital of company also engaged in other business. ___ Unless it is a body corporate formed under any law and owned or controlled by the Federal or a Provincial Government, whether directly or through a company or corporation set up by such Government, a company which is also engaged in business other than floatation and management of modaraba shall be eligible for registration as a modaraba company only if it has a paid up capital of at least seven and a half million rupees of which an amount of not less than two and a half million rupees shall be set aside for the modaraba free from any encumbrances. 8. Accounts and audit. ___ (1) Every modaraba company shall cause to be kept proper books of account for each modaraba with respect to :(a) all sums of money received and expended by the modaraba and the matters in respect of which the receipt and expenditure takes place; (b) all sales and purchases of goods by the modaraba; and (c) the assets and liabilities of the modaraba. Explanation :- For the purpose of this sub-rule proper books of account shall not be deemed to be kept with respect to the matters aforesaid if there are not kept such books as are necessary to give a true and fair view of the state of the modaraba’s affairs and to explain its transactions. (2) The books of account shall be kept at the registered office of the Modaraba company or at such other place as may be authorized by the Registrar. (3) Where a modaraba has a branch office, the modaraba company shall be deemed to have complied with the provisions of sub-rule (1) and sub-rule (2) if proper books of account relating to the transactions effected at the branch office are kept at the branch office and proper summarized returns, made up to dates at intervals of not more than one month, are sent by the branch office to the registered office of the modaraba company or other place referred to in sub-rule (2). (4) Every balance sheet of a modaraba shall give a true and fair view of the state of affairs of the modaraba as at the end of its financial year, and every profit and loss account and every statement of changes in the financial position of a modaraba shall respectively give a true and fair view of the result of operations and of the changes in its financial position for the year then ended. 9. Submission of annual report by modaraba company. __ (1) The annual report required by section 14 to be furnished by the modaraba company shall include a balance sheet and a profit and loss account and a statement of changes in financial position in respect of each modaraba and fullest information and explanations in regard to any reservation, observation, qualification or adverse remarks contained in the auditor’s report. (2) The balance sheet and profit and loss account included in the annual report prepared by the modaraba company shall comply with the requirements of the Third Schedule as nearly as possible. (3) The balance sheet and profit and loss account and statement of financial changes shall be audited by the auditor of the modaraba and the report of the auditor shall be as prescribed in Form XI. 10. Submission of periodical report. ___ Every modaraba company shall, within two months of the close of the first half of the financial year of each modaraba, prepare in the manner as nearly as possible and giving such information as required by the Third Schedule and transmit by registered post to the Registrar and under postal certificate to its Certificate holders a profit and loss account and a statement of financial changes for, and a balance sheet as at the end of, that half year, whether audited or otherwise.

5

11. Annual balance sheet.__ (1) The directors of every modaraba company shall some date not later than eighteen months after the floatation of each modaraba and subsequently once at least in every calendar year prepare an annual balance sheet and profit and loss account and a statement of changes in financial position in respect of each modaraba for the period in the case of the first account since the floatation of the modaraba and in any other case since the preceding account. (2) The accounting year adopted under the preceding sub-rule shall not be changed without the prior approval of the Registrar. 12. Authentication of balance sheet. __ (1) Save as provided by sub-rule (2), the balance sheet and profit and loss account and statement of changes in financial position shall be signed by the chief executive and two directions of the modaraba company. (2) When the total number of directors of the modaraba company for the time being in Pakistan is less than the number of directors whose signatures are required by sub-rule (1), then the balance sheet and profit and loss account and statement of changes in financial position shall be signed by all the directions for the time being in Pakistan or, if there is only one director for the time being in Pakistan, by such director, but in such a case there shall be sub-joined to the balance sheet and profit and loss account and statement of changes in financial position a statement signed by such directors or director explaining the reason for non-compliance with the provisions of sub-rule (1). 13. Access to minutes of proceedings of general meetings of modaraba company and of its directors.__ The auditor of a modaraba shall have full access to the minute books of the modaraba company and in case the modaraba company is also engaged in other business he shall be provided with authenticated copies of the minutes and decisions concerning the affairs of the modaraba. 14. Information about the pattern of holding of certificates by subscribers. __ A modaraba company shall also circulate alongwith the annual accounts information about the patter of holding of the certificates by the certificate-holders in Form XII or as near thereto as possible. 15. Liability where proper accounts not kept. ___ (1) If at any time it is shown that proper books of account were not kept in relation to the modaraba, every director and officer of the modaraba company who is in default shall, unless he shows that he acted honestly and diligently and that in the circumstances in which the business of the modaraba company was carried on the default was excusable, be criminally liable. (2) For the purposes of this rule, proper books of account shall be deemed not to have been kept in the case of any modaraba if there have not been kept such books or accounts as are necessary to exhibit and explain the transactions and financial position of the trade or business of the modaraba, including books containing material entries from day to day in sufficient detail of all cash received and case paid, and where the trade or business has involved dealings in goods, statements of the annual stock-takings and (except in the case of goods sold by way of ordinary retail trade) of all goods sold and purchased showing the goods and the buyers and sellers thereof in sufficient detail to enable those goods and those buyers and sellers to be identified. 16. Expenses to be re-imbursed to modaraba company’s etc. __ (1) The modaraba company shall be entitled to be re-imbursed annually reasonable expenses other than any remuneration in respect of directors, officers and employee of the modaraba company. (2) Such expenses shall be audited by the auditors of the modaraba company and classified under appropriate headings as used in Profit and Loss Account, and will form part of the annual accounts of the modaraba. (3) For the purposes of the calculation of the remuneration payable to the modaraba company under section 18 the profit shown in the audited profit and loss account of the modaraba shall form the basis. 17. Capitalisation of profits. __ (1) The Board of Directors o f a modaraba company may resolve that it is desirable to capitalize any part of the amount for the time being standing to the credit of any of the modaraba’s reserve accounts or to the credit of the profit and loss account or otherwise available for

6

distribution and accordingly decide that such sum be set free for distribution amongst the Certificate holders who would have been entitled thereto if distributed by way of profit and in the same proportions on conditions that the same be not paid in cash but he applied either in or towards paying up any amounts for the time being unpaid on any certificates held by such members respectively or paying up in full un-paid issued certificates of the modaraba to be allotted and distributed credited as fully paid-up bonus certificates to and amongst such Certificate holders in the proportion aforesaid, or partly in one way and partly in the other, and the modaraba company shall give effect to such resolution. (2) Whenever such a resolution as aforesaid shall have been passed the directors shall make all appropriations and application of the un-divided profits resolved to be capitalized thereby; and all allotments and issues of fully paid certificates, if any, and generally shall do all acts and things required to give effect thereto, with full powers to the directors to make such provisions to the issue of fractional certificates or by payment in cash or otherwise as they think fit for the case of certificates becoming distributable in, fractions, and also to authorize any person to enter on behalf of all the Certificate holders entitled thereto into an agreement with the modaraba providing for the allotment to them respectively, credited as fully paid-up, of any further certificates to which they may be entitled upon such capitalisation, or (as the case may require) for the application thereto of their respective proportional of the profits resolved to be capitalized, of the amounts or any part of the amounts remaining un-paid on their existing certificates and any agreement made under such authority shall be effective and binding on all such Certificate holders. 18. Distribution of profit and reserves. ___ (1) The distribution of profit shall include distribution in cash or issue of bonus certificates out of the capitalized profit or any other security. (2) The Board of a modaraba company may from time to time distribute to the Certificate holders such interim profits as appear to the Board to be justified by the profits of the modaraba. (3) No distribution shall be made otherwise than out of profits of the year or any other un-distributed profits or realized capital gains. (4) The Board of a modaraba company may, before making any distribution of profits, set aside out of the profits of the modaraba such sums as it thinks proper as a reserve or reserves which shall, at the discretion of the Board, be applicable for meeting contingencies, or for equalizing distribution of profit, or for any other purpose to which the profits of the modaraba may be properly applied, and pending such application may, either be employed in the business of the modaraba or be invested in such investments (other than certificate of the modaraba) as the Board may from time to time think fit). (5) If several persons are registered as joint-holders of any certificate any one of them may give effectual receipts for any profit payable on the certificates. (6) Notice of any profit distribution that may have been declared shall be given by post to the Certificate holder at his registered address or, if he has no registered address in Pakistan, to the address, if any, within Pakistan supplied by him to the modaraba company for giving notice to him. (7) Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice and, unless the contrary is proved, to have been effected at the time at which the letter would be delivered in the ordinary course of post. (8) If a Certificate holder has no registered address in Pakistan, and has not supplied to the company an address within Pakistan for the giving of notices to him, a notice addressed to him or to the Certificate holders generally and advertised in a newspaper circulating in the neighborhood of the registered office of the company shall be deemed to be duly given to him on the day on which the advertisement appears. (9) The final distribution of the profit in respect of any accounting period shall be made within six weeks after re-opening of the register of Certificate holders.

7

(19) Appointment and removal of auditors. (1) Every modaraba company shall, state in the prospectus the name and the address of the auditor of the modaraba duly approved by the Registrar, who shall not be the auditor of the modaraba company. (2) The terms of the appointment of auditor shall be renewed every year with the approval of the Registrar. (3) If the modaraba company wishes to appoint an auditor other than the existing auditor for the next accounting period, it shall inform the existing auditor in writing giving reasons for such change, with a copy to the Registrar. (4) The Registrar may, if he so desires, seek such information as he may consider necessary either from the modaraba company or from the auditor or from both and on being so desired the parties concerned shall provide the Registrar with the required information. (5) The auditor on his own accord shall be entitled to make such submissions in connection with the proposed change to the Registrar as he may like. (6) (7) writing. 20. Prospectus.____ (1) Every prospectus issued by a modaraba company in respect of any modaraba shall be dated, and that date shall, unless the contrary be proved, be taken as the date of publication of the prospectus. (2) A copy of the every such prospectus, signed by every person who is named therein as a director or proposed director of the modaraba company, or by his agent authorized in writing, shall be filed for registration with the Registrar on or before the date of its publication, and no such prospectus shall be issued until a copy thereof has been so filed for registration. (3) The Registrar shall not register any prospectus unless it is dated, and the copy thereof signed, in the manner required by this rule. (4) Every prospectus shall state on the face of it that a copy has been filed for registration as required by this rule. (5) If a prospectus is issued without a copy thereof being so filed, the modaraba company, and every person who is knowingly a party to the issue of the prospectus, shall be liable to a fine as laid down in section 32. (3) Every prospectus of a modaraba must state the matters specified in Part I of the Fourth Schedule and set out the reports specified in Part II of that schedule and the said parts I and II shall have effect subject to the provisions contained in part III of that Schedule.
1 {20.A__ (1) Power to increase modaraba Fund. ___ (1) A Modaraba company may, under the authority of a resolution passed at a meeting of its directors and with the approval of the Registrar, alter the prospectus of a modaraba floated by it so as to increase the Modaraba Fund by issue of new modaraba certificates subject to such conditions as may be imposed by the Registrar:

The Registrar’s decision on the proposed change of auditor shall be final. An auditor may resign from his appointment with the approval of the Registrar obtained in

Provided that, before according his approval, the Registrar shall, at the expense of the modaraba, issue a notice of the proposed increase and conditions attaching thereto for eliciting opinion of the modaraba certificate holders and others concerned within a period of not less than fourteen days from the date of publication in at least one issue each of a daily newspaper in English language and a daily newspaper in Urdu language having circulation in the Province in which the stock exchange on which the modaraba is listed is situate or, if the modaraba is not listed, in the Province in which the registered office of the modaraba company is situate.

8

(2) Except to the extent otherwise specified by the Registrar for reasons to be recorded, the new modaraba certificates shall rank pari passu with the existing certificates in all matters including the right to such bonus or right issue and dividend as may be declared subsequent to the date of issue of such new certificates. (3) The modaraba company shall file with the Registrar a notice of exercise of any power referred to in sub-rule (1) and pay fees as specified for authorization to float modaraba on the additional amount of modaraba fund increased in the manner laid down in sub-rule (1), w ithin fifteen days from the exercise thereof indicating the conditions attaching thereto and shall also issue a notice thereof in newspapers in the manner laid down in Proviso to sub-rule (1). 20B.___Further issue of Modaraba Certificates. __ (1) Where the modaraba company decides to increase the modaraba fund of a modaraba by the issue of new modaraba certificates, such certificates shall subject to the conditions imposed by the Registrar, be offered to the existing certificate holders in proportion to the existing certificates held by them, and such offer shall be made by notice specifying the number of certificates to which the certificate holder is entitled, and limiting a time within which the offer, if not accepted, will be deemed to be declined. (2) The offer of new modaraba certificates shall be accompanied by a circular duly signed by the directors of the modaraba company or an officer of the company authorized by them in this behalf in the form prescribed by the Registrar containing material information about the affairs and accounts of the modaraba and setting forth the necessity for raising of further funds with business prospects. (3) A copy of the circular referred to in sub-rule (2) signed in the manner specified therein shall be filed with the Registrar before it is sent to the modaraba certificate holders. (4) If, in any case, the whole or any part of the issue of certificates so offered is declined or is not subscribed, the modaraba company may offer the unsubscribed part in such manner as my be approved by the Registrar. (5) Where the new modaraba certificates forming part of the Modaraba Fund are to be issued to the public, a prospectus shall be issued which shall comply, in all respects, with the requirements applicable to a prospectus and be subject to the liabilities specified in the Ordinance and the rules therefore.} 21. Invalidity of certain conditions as to waiver of notice. ___ (1) Any condition requiring or binding any applicant for certificates to waive compliance with any requirements of the Fourth Schedule or purporting to affect him with notice of any contract, document or matter not specifically referred to in the prospectus, shall be void. (2) It shall not be lawful to issue any form of application for the certificates of modaraba different in text from the one forming part of the Fourth Schedule: Provided that this sub-rule shall not apply if it is shown that the form of application was issued either; (a) (b) in connection with a bona fide invitation to a person to enter into an underwriting agreement with respect to the certificates ; or in relation to certificates which were not offered to the public.

22. Register of certificate holders.___ (1) Every modaraba company shall maintain a register of “Certificate holders” in the manner required in respect of register of shareholders under the Companies Act, 1913. (2) The following provisions shall apply to the registration of the transfer of a Modaraba Certificate, namely :-

9

(a)

an application for the registration of the transfer of certificates in a modaraba may be made either by the transferor or the transferee, and the modaraba company shall enter in its register of Certificate holders the name of the transferee in the same manner and subject to the same conditions as if the application for registration was made by the transferee: Provided that, where such application is made by the transferor, no Registration shall be made if objection is taken by the transferee within two weeks from the date of receipt of a notice of such application issued to him by the modaraba company;

(b)

for the purposes of clause (a) notice to the transferee shall be deemed to have been duly given if dispatched by prepaid post to the transferee at the address given in the instrument of transfer and shall be deemed to have been delivered in the ordinary course of post; it shall not be lawful for the modaraba company to register a transfer of certificate of the modaraba unless the proper instrument of transfer duly stamped and executed by the transferor and the transferee has been delivered to the modaraba company alongwith the relative modaraba certificate provided that, where it is proved to the satisfaction of the directors of the modaraba company that an instrument of transfer signed by the transferor and transferee has been lost, the modaraba company may, if its directors think fit, on an application in writing made by the transferee and bearing the stamp required for an instrument of transfer, register the transfer with notice to the transferor on such terms as to indemnity as the directors of the modaraba company may think fit; if a modaraba company refuses to register the transfer of any certificate, the modaraba company shall, within two months from the date on which the instrument of transfer was lodged with the modaraba company, send to the transferee and the transferor or notice of the refusal indicating reason for such refusal. The following provisions shall apply to succession to a certificate in the case of death of the holder, namely :(a) the legal heirs of a deceased Certificate holder, according to Shariat shall be the only persons to be recognized by the modaraba company as having any title to his certificates; any person becoming entitled to a certificate in consequence of the death of the Certificate holder may be registered as a Certificate holder on producing such evidence as may be required by the modaraba company; any person who becomes entitled to a certificate in consequence of the death of the holder may, instead of being registered as the holder himself, elect to have some other person to be named by him registered as a transferee of such certificate; the person electing to have some other person registered as a holder in accordance with the above provision shall testify to such election by executing an instrument of transfer in favour of his nominee; such instrument of transfer shall be presented to the modaraba company together with such other evidence as the directors of the company may require to prove the title of the transferee, and thereupon the transferee shall be registered as a holder.

(c)

(d)

(3)

(b)

(c)

(d)

(e)

23. Annual list of Certificate holders and summary. __ (1) Every modaraba shall within eighteen months from its flotation, and thereafter once at least in every year, make a list of all persons who, on the date of the re-opening of the register of certificate holders relative to declaration of final dividend or, where st there is no such date in any particular year as, on 31 December of the year, are Certificate holders and of all persons who have ceased to be Certificate holders since the date of the last return or in the case of the first return since the floatation of the modaraba. (2) The list shall state the names, addresses, and occupations of all the past and present Certificate holders therein mentioned, and the number of certificates held by each of the existing Certificate holders at the date of the return, specifying certificates transferred since the date of the last return, or in case of the first return, of the floatation the modaraba by persons who are still members and persons who have

10

ceased to be Certificate holders respectively and the dates of registration of the transfers, and shall contain a summary distinguishing between certificates issued for cash and certificates issued as fully or partly paid up as bonus certificates or issued as fully or partly paid certificates otherwise than in cash, and specifying the following particulars, namely :(a) (b) (c) (d) (e) (f) the amount of the certificates of the modaraba and the number of certificates into which it is divided; the number of certificates taken from the commencement of the modaraba up to the date of the return; the amount called up on each certificates; the total amount of calls received; the total amount of calls un-paid; the total amount of the sums (if any) paid by way of commission in respect of any certificates or allowed by way of discount in respect of any certificates since the date of the last return or so much thereof as has not been written off at the date of the return; the names and addresses of the persons who at the date of the return are the directors of the modaraba company and of the persons (if any) who at the said date are the managers or officers of the modaraba company, and the changes in the personnel of the directors, managers and officers of the modaraba company, and the changes in the personnel of the directors, managers and since the last return together with dates on which they took place; and the total a mount of debt due from the modaraba in respect of all mortgages and charges which are required to be registered with the Registrar under these rules.

(g)

(h)

(4) The above list and summary shall be contained in a separate part of the register of Certificate holders and shall be completed within thirty days from the date referred to in subrule (1) and the modaraba company shall forthwith file with the Registrar a copy signed by a director or by the manager or secretary of the modaraba company, together with a certificate from the such director, manager or secretary that the list and summary state the facts as they stood on the day aforesaid. 24. Inspection of register of certificate holders.___ (1) The register of Certificate holders and the index thereof shall at all times be kept at the registered office of the modaraba company, and, except when closed under the provisions of this rule, shall during business hours be open, subject to such reasonable restrictions as the modaraba company may lay down in the prospectus, for inspection by any Certificate holder, or any other person on payment of five rupee, or such less sum as the modaraba company may require, for each inspection and for making extract there-from. (2) Any Certificate holder or other person may require a copy of the register, or of any part thereof, or of the list and summary required by these rules, or any part thereof, on payment of one rupee for every hundred words or fractional part thereof required to be copied and the modaraba company shall cause any copy so required by any person to be sent to that person within a period of ten days, exclusive of nonworking days and days on which the transfer books of the modaraba are closed, commencing on the day next after the day on which the requirement is received by the modaraba company unless the person concerned asks for receiving personal delivery at a later date. (3) If any inspection required under this rule is refused or if any copy required under this rule is not sent or delivered within the period specified under sub-rule (2), Registrar may, without prejudice to any penalty to which the company or any director or any officer thereof may be liable under the Ordinance, on a representation, be and order compel an immediate inspection of the register and the index or direct that copies required thereof shall be sent to the persons requiring them. 25. Power to close register.___ A modaraba company may, on giving seven day’s previous notice by advertisement in some newspapers circulating in the province in which the registered office of the modaraba company is situate, close the register of Certificate holders for any time or times not exceeding in the whole forty-five days in each year and not exceeding fifteen days at any one time. 26. Return as to allotment. ___ (1) Whenever a modaraba company floats any modaraba and makes any allotment of its certificates, the modaraba company shall, within one month thereafter :-

11

(a)

(b)

file with the Registrar a return of the allotments, stating the number and nominal amount of the certificates comprised in the allotment, the names and address of the allottees and the amount paid if any due or payable on each certificate; and in the case of a certificate allotted as fully or partly paid up otherwise than in cash, produce for the inspection and examination of the Registrar a contract in writing constituting the title of the allottee to the allotment together with any contract of sale, or for services or other consideration for which the allotment was made, such contracts being duly stamped, and file with the Registrar verified copies of all such contracts and a return stating the number and nominal amount of certificates so allotted, the extent to which they are to be treated as paid up, and the consideration for which they have been allotted.

(2) Where such a contract as is referred to in sub-rule (1) is not reduced to writing, the modaraba company shall, within one month after the allotment, file with the Registrar the required particulars of the contract stamped with the same stamp duty as would have been payable if the contract had been reduced to writing, and these particulars shall be deemed to be an instrument within the meaning of the Stamp Act, 1899, and the Registrar may, as a condition of filing the particulars, require that the duty payable thereon be adjudicated under section 31 of that Act. (3) If the Registrar is satisfied that in the circumstances of any particular case the period of one month specified in sub-rules (1) and (2) for compliance with the requirements of those subrules is inadequate, he may extend that period as he thinks fit, and in that event, the provisions of sub-rules (1) and (2) shall have effect in that particular case as if for the said period of one month the extended period allowed by the Registrar were substituted: Provided that in case of default in filing with the Registrar within the time specified in sub-rules (1) and (2) any document required to be filed by this rule, the modaraba company, or any person liable for the default, may apply to the Federal Government for relief, and the Federal Government, if satisfied that the omission to file the document was accidental or due to inadvertence or that on other grounds it is just and equitable to grant r elief, may make an order extending the time for the filing of the document for such a period as the Federal Government may think proper. 27. Certain mortgages and charges to be void if not registered.___ (1) charge created by a modaraba and being either :(a) (b) (c) (d) (e) Every mortgage or

a mortgage or charge for the purpose of securing any issue of Participation Term Certificate (PTC); or a mortgage or charge on any immovable property wherever situate or any interest therein ; or a mortgage or charge on any book debts of the modaraba; or a mortgage of a charge, not being a pledge, on any movable property of the modaraba except stock-in-trade ; or a floating charge on the undertaking or property of the modaraba;

shall, so far as any security on the modaraba property or undertaking is thereby conferred, be void against the liquidator and any creditor of the modaraba, unless the required particulars of the mortgage or charge, together with the instrument, if any, by which the mortgage or charge is created or evidenced, or a verified copy thereof, are filed with the Registrar for registration in the manner required by these rules within twentyone days after the date of its creation, but without prejudice to any contract or obligation for repayment of the money thereby secured, and on a mortgage or charge thus becoming void under this rule, the money secured thereby shall immediately become payable: Provided that :(i) in the case of a mortgage or charge created out of Pakistan comprising solely property situate outside Pakistan twenty-one days after the date on which the instrument or copy could, in due course of post, and if dispatched with due diligence, have been received in Pakistan shall be substituted for twenty-one days after the date of the creation of the

12

mortgage or charge, as the time within which the particulars and instrument or copy are to be filed with the Registrar, and (ii) where the mortgage or charge is created in Pakistan but comprises property outside Pakistan, the instrument creating or purporting to create the mortgage or charge or a copy thereof verified in the required manner may be filed for registration notwithstanding that further proceedings may be necessary to make the mortgage or charge valid or effectual a ccording to the law of the country in which the property is situate; and (iii) where a negotiable instrument has been given to secure the payment of any book debts of a modaraba, the deposit of the instrument for the purpose of securing an advance to the modaraba shall not for the purpose of this rule be treated as a mortgage or charge on those book debts; and (iv) the holding of PTC entitling the holder to a charge on immovable property shall not be deemed to be an interest in immovable property. (2) Where any mortgage or charge on any property or a company required to be registered under sub-rule (1) has been so registered, any person acquiring such property or any part thereof, or any share or interest therein, shall be deemed to have notice of the said mortgage or charge as from the date of such registration. 28. Registration of charge on properties. ___ Whenever the modaraba acquires any property which is subject to a charge of any such kind as would, if it had been created by the modaraba after the acquisition of the property, have been required to be registered under these rules, the modaraba shall cause the required particulars of the charge, together with certified copy of the instrument, if any, by which the charge was created or is evidenced, to be delivered to the Registrar for registration in the manner required by these rules within twenty-one days after the date on which the acquisition is completed : Provided that, if the property is situated and the charge was created outside Pakistan, twenty-one days after the date on which the copy of the instrument could in due course of post, and if dispatched with due diligence, have been received in Pakistan shall be substituted for twenty-one days after the completion of the acquisition as the time within which the particulars and the copy of the instruments are to be delivered to the Registrar. 29. Prosecution of delinquent directors of modaraba company. ___ (1) If it appears to the Tribunal in the course of a winding up that any past or present director, manager or other officer of the modaraba company, or any member of the modaraba company has been guilty of any offence in relation to the modaraba for which he is criminally liable, the Tribunal may, either on the application of any person interested in the winding up or of its won motion, direct the liquidator either himself to prosecute the offender or to refer the matter to the Registrar. (2) If it appears to the liquidator in the course of a voluntary winding up that any past or present director, manager or other officer of the modaraba company or any member of the modaraba company has been guilty of any offence in relation to the modaraba or modaraba company for which he is criminally liable, he shall forthwith report the matter to the Registrar and shall furnish to him such information and give to him such access to and facilities for inspecting and taking copies of any documents, being information or documents in the possession or under the control of the liquidator relating to the matter in question, as he may require. (3) Where any report is made under sub-rule (2) to the Registrar, he may, if he thinks fit, cause an enquiry to be conducted in the matter. (4) If on any report to the Registrar under sub-rule (2) it appears to him that the case is not one in which proceedings ought to be taken by him, he shall inform the liquidator accordingly, and thereupon, the liquidator may himself take proceedings against the offender. (5) If it appears to the Tribunal in the course of winding up that any past or present director, manager or other officer of modaraba company, or any member of the modaraba company has been guilty

13

as aforesaid, and that no report with respect to the matter has been made by the liquidator to the Registrar, the Tribunal may, on the application of any person interested in the winding up or of its own motion, direct the liquidator to make such a report, and on a report being made accordingly the provisions of this rule shall have effect as though the report had been made in pursuance of the provisions of sub-rule (2) (6) If, where any matter is reported or referred to the Registrar under this rule, he considers that the case is one in which a prosecution ought to be initiated he shall take action accordingly: Provided that no prosecution shall be initiated without first giving the accused person an opportunity of making a statement in writing to the Registrar and of being heard. (7) When any proceedings are instituted under this rule it shall be the duty of the liquidator and every officer and agent of the modaraba company past and present (other than the defendant in the proceedings) to give all assistance in connection with the prosecution which he is reasonably able to give, and for the purposes of this sub-rule the expression “agent” in relation to a modaraba company shall be deemed to include any banker or legal adviser of the company and any person employed by the modaraba or modaraba company as auditor, whether that person is or is not an officer of the company. (8) If any person fails or neglects to give assistance in the manner required by sub-rule (7), the Tribunal may, on the application of the Registrar, direct that person to comply with the requirements of the said sub-rule, and where any such application is made with respect to a liquidator, the Tribunal may, unless it appears that the failure or neglect to comply was due to the liquidator not having in his hands sufficient assets of the company to enable him so to do, direct that the costs of the application shall be borne by the liquidator personally. 30. Responsibility for fraudulent trading of persons concerned. ___ If in the course of winding up or enquiry of a modaraba it appears that any business of the modaraba has been carried on with intent to defraud creditors or Certificate holders of the modaraba or for any fraudulent purpose, the Tribunal on the application of the Registrar or the liquidator or any creditor, may, if it thinks proper so to do, declare that any persons who were knowingly parties to the carrying on of the business in the manner aforesaid shall be personally responsible, without any limitation of liability for all or any of the debts or other liabilities of the modaraba as the Tribunal may direct. 31. Loan or contribution to associated undertakings, etc. prohibited.___ No. loan or contribution shall be made by the modaraba to any of the associated undertakings of the modaraba companies or political parties or other organization of political nature. 32. Advisory Committee.__ (1) The Federal Government may, for the purpose of obtaining advice and assistance in carrying out the purposes of the Ordinance and the rule, constitute an Advisory Committee. (2) The Committee shall consist of: (a) a Chairman to be nominated by the Federal Government; (b) the Registrar; (c) a nominee of the Institute of Chartered Accountants of Pakistan; (d) the President of the Federation of Pakistan Chambers of Commerce and Industry; (e) the President of the Karachi or Lahore Stock Exchanges, as the Federal Government may specify; (f) the Managing Director of Bankers Equity Limited or National Investment (Unit) Trust or of the Investment Corporation of Pakistan as the Federal Government may specify; and (g) not more than five other persons to be appointed by the Federal Government.

(3) The persons referred to in clauses (e) and (f) of sub-rule (2) shall be appointed on the basis of rotation. (4) Unless the Federal Government otherwise directs, the Chairman and a

14

member of the Committee shall hold office for a period of three years and shall be eligible for reappointment. H.U. BEG, Secretary. 1. Rules 20A and 20B were added by Notification No.SRO 231(I)/87 dated 26-3-1987 published in the Gazette of Pakistan Extraordinary Part-II. THE FIRST SCHEDULE FORM No.1 (Section 8) [ See Rule 3(2) (d) ] To The Registrar Modaraba Companies & Modarabas

Corporate Law Authority
Government of Pakistan Islamabad. Dear Sir, We_________________ being a duly registered Modaraba Company, registered vide Registration No. _______________ dated________ hereby apply for the grant of permission to float a ________________ modaraba to be called _________________ under section 8 of the Modaraba Companies and Modarabas (Floatation and Control) Ordinance, 1980 (XXXI of 1980), and submit herewith: (1) 5 duly certified copies of the Registration Certificate as a Modaraba Company one copy thereof being certified by the Registrar. 5 copies of the prospectus duly signed by all directors. 5 copies each of the latest Audited Balance Sheet and Profit & Loss Account of Modaraba Company and existing Modarabas. Necessary information required in the annexure to this form. A receipt for Rs.____________ deposited in _________________ on __________ on account of fee for authorization to float Modaraba.

(2) (3) (4) (5)

We confirm that there has been no change in our Memorandum and Articles of Association or statute except to the extent indicated below (specify) since last submitted on _____________ together with Form-I. We undertake : (i) to keep the information upto date.

(ii) to take all steps necessary for floatation and carrying out the functions of the modaraba. We solemnly affirm and declare that the information contained in the prospectus and all other documents filed herewith is correct and that nothing has been concealed. Yours faithfully,

ANNEX TO FORM No.1 (See Section 8) [ See rule 3 (2) (d)]

15

1. 2. 3. 4.

Name, address and telephone No. of applicant company. No. and date of registration as a Modaraba Company. Name and type of Modaraba, indicating exact purpose or objective and duration. Description of business operations to be undertaken, organizational set up, plans and prospects of the proposed modaraba with feasibility or viability reports, duly supported by evidence. Details showing how the business and operations shall be conducted spelling out how the operations will not be opposed to the tenets of Islam and mode of distribution of profit. Amount of modaraba to be floated, division thereof and condition attached thereto if there be any. Form of modaraba certificate in Form No. XII. Amount to be subscribed by modaraba company in the proposed modaraba supported by evidence that the modaraba company has the ability to meet the commitment. Amount to be set aside for the modaraba management indicating the manner in which it is to be kept. Particulars of application for floatation of modaraba submitted in the past, if any, with decision thereon alongwith particulars of existing modaraba under the management of the modaraba company or associated undertakings. Verification and signatures of all directors

5.

6. 7. 8.

9.

10.

Dated:

16

FORM NO. II [ See rule 3 (2) (d)] CERTIFICATE (See Section 10)

Issued under section 10 of the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980 (XXXI of 1980).

We, the undersigned members of the Religious Board constituted under the provision of section 9 of the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980 (XXXI of 1980) hereby certify that the business proposed to be undertaken by the modaraba as per draft prospectus submitted to us is not opposed to the injunctions of Islam.

Issued under our signatures and seal this _______ day of _______200 Signed Chairman

Member

Member

FORM No.III (See Section 11) [See rule 3 (2)(e)] Certified that having considered the application for permission to float modaraba under section 8 of the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980 by _______________________________ and having received the requisite certificate from the Religious Board, and being satisfied that it would be in the public interest so to do, I, in exercise of the powers

17

conferred under section 11 of the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980, do hereby grant authorization to _______________________________ to float the modaraba subject to conditions stated therein below or that may be prescribed or imposed from time to time. Issued under my signatures and seal This _____ day of ________200 Conditions: 1. 2. 3. The modaraba shall be floated within twelve months from the date of this authorization. The modaraba shall not undertake any business other than those specified in the prospectus. The modaraba company shall not disinvest or create encumbrance in favour of any person any part of the investment in the modaraba. The modaraba certificates shall be listed for trading in Stock Exchange. Other conditions.

4. 5.

FORM NO.IV [ See rule 3 (2) (g)] CERTIFICATE OF MINIMUM SUBSCRIPTION Certified :(i) __________________ has issued a prospectus in terms of rule 20 (6) of the Modaraba Companies and Modaraba Rules 1981. (ii) (iii) the amount of modaraba offered for subscription is Rs._______________________ the amount of Rs. ________________ stated in the prospectus as the minimum amount which should be raised by the issue of modaraba certificates to commence business has been raised, the amount actually raised as per declaration filed under rule 3(2) (g) being Rs.________________ Issued under my signature and seal

18

This ______ day of _______200

Registrar of Modaraba Companies and Modarabas

FORM No.V [See rule 3 (2) (g)] DECLARATION BEFORE COMMENCING BUSINESS IN CASE OF A MODARABA ISSUING A PROSPECTUS _______ THE MODARABA COMPANIES AND MODARABA (REGISTRATION AND FLOATATION) ORDINANCE, 1980 [ See Section 13 (2) ] Filing fee Rs. 3/Name of Modaraba Company _______________________________________________ Name of Modaraba _______________________________________________________ Declaration that the conditions of section 13 (2) of the Ordinance have been complied with. Presented for filing by _____________________________________________ I, __________________________________ S/o ______________________________ of _____________________________address________________________________ being the Chief Executive of the ___________________________________________ Modaraba Company do solemnly and sincerely declare :That the minimum amount stated in the prospectus to be amount which must be raised in order to provide for the business operation and expenses is Rs. ____________.

19

That modaraba certificate subject to the payment of the whole amount thereof in cash have been allotted to the amount of Rs. ________ being not less than the minimum amount referred to above. That the modaraba company has subscribed for modaraba certificates of the nominal value of and paid in cash Rs. ________________________ and that the certificates of that value have been duly allotted. I declare that the foregoing statements are true to the best of my knowledge and belief. [ Note: This declaration should be accompanied by bank certificates of the amount deposited and kept under section 13 (2)] Signature

Dated___________

( CHIEF EXECUTIVE )

20

FORM NO. VI [See rule 3(5)] ACKNOWLEDGEMENT OF FILING

No.

Islamabad, the

In the office of the Registrar Modaraba Companies and Modaraba. In the matter of _____________________________________________________ .______________________________________________________________________ Certified that the under mentioned document(s) has/have this day been filed/registered/recorded, pursuant to the provisions of the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980. Registrar of the Modaraba Companies and Modaraba Or Other authorized officer Fee Rs.__________________

21

FORM NO. VII [See rule 3(8)

REGISTER OF MODARABA COMPANIES

1. 2. 3. 4. 5. 6. 7. thereof.

Name of modaraba company. Company’s certificate of incorporation No., date and place of issue. Modaraba company registration No. and date. Classification and business. Whether private/public limited company by share. Address of the registered office. Share capital (authorized, issued, subscribed and paid up) with division

PARTICULARS OF DOCUMENTS FILED

Sl. No. of document filed

Description of documents

Date of filing or recording

1

2

3

Initials of Registrar or other authorized officer 4

Remarks as to any action required or taken 5

Particulars of modaraba Name of modaraba No. and date of authorization

22

FORM NO. VIII [See rule 3(8)]

REGISTRER OF MODARABA 1. 2. 3. 4. 5. 6. 7. 8. Name of modaraba. Type of modaraba. No. and date of authorization certificate. Classification and business. Name and address of modaraba company. Amount of modaraba certificates and division thereof. Date of issue of prospectus. No. and date of certificate of allotment of minimum subscription. PARTICULARS OF DOCUMENTS FILED S.No. of document filed Description of documents Date of filing or recording Initials of Registrar or other authorized officer 4 Remarks as to any action taken etc. 5

1

2

3

23

FORM-IX [See rule 4(1)] APPLICATION FOR REGISTRATION OF MODARABA COMPANY Dated_________ To The Registrar Modaraba Companies and Modarabas, Corporate Law Authority, Government of Pakistan, Islamabad. Dear Sir, We hereby apply for registration under section 6 of the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980 as a modaraba company. We are registered by the name of _________________________ as a public/private Company under the Companies Act 1913/a body corporate formed under ______________________________ and owned or controlled by the Government of _____________________________. A receipt of Rs.________________, being the registration _________________________________ on ______________________ is enclosed. fee, deposited in

Information and documents as required in the Annexure to this form duly verified and signed by all directors alongwith five spare copies of this application and an affidavit as to the correctness of the details by the Chief Executive and two directors are furnished herewith. We undertake to keep this information up to date by communicating changes/modifications therein within fourteen days of such changes/modifications. We further undertake that no change in the Memorandum and Articles of Association nor any change in the majority share-holders and directors shall be made without prior written authorization of the Registrar and that we shall comply with all requirements of law and conditions of registration. We being authorized by the directors solemnly declare and affirm that to that best of our knowledge and belief the information contained in this application and the documents accompanying it are true and correct and that the requirements of the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980 and rules framed thereunder in respect of all matters precedent to the registration of the said --------------------------------------------as a modaraba company or incidental thereto have been duly complied with.

Verification by Oath Commissioner _____________________ ANNEX T FORM No. IX [ See rule 4(1)] I. Particulars of the Modaraba Company. 1. 2. 3. 4. 5.

Yours faithfully, ______________

Name of the company/body corporate. Public/Private/body corporate indicating how formed. Date and place of registration. Address of registered office and other offices, Telephone Nos., Telegraphic addresses and Telex Number. Authorized, Subscribed and Paid-up Capital.

24

6. 7. 8.

Details of persons or group controlling the company including of those holding more than 10% shares with the number and value of shares held. Names of any holding, subsidiary and associated undertakings. Description and place of the business operations and undertakings. (Information about objects stated in the Memorandum and Articles of Association not required.)

II. 1.

Particulars of Directors and Officers: Full names, any former names, Father’s/Husband’s name, nationality full residential and business addresses and details of other directorships and occupations of all directors and officers including Chief Executive and Chairman of the Board indicating their respective designation and name of firms in which any one is a partner. Names of companies, firms or organizations of which the aforesaid directors and officers have been directors, managers, officers, employees or partners in the past. Financial standing, professional qualifications and experience of persons mentioned in (1) above, supported by documentary evidence. Whether any aforesaid person has ever been coveted of fraud or breach of trust or of an offence involving moral turpitude or removed from service. If so, full particulars thereof. Whether any person referred to in (1) above or any company or firm in which he has been associated in the past has been adjudicated an insolvent or has suspended payment or defaulted in making payments or has compounded with his or their creditor or gone into liquidation. If so, full particulars thereof. Shareholding or other investment of each of the person referred to in (1) above in the company.

2.

3.

4. 5.

6.

[Note: There should be furnished a separate declaration in respect of each person as referred to above.]

ANNEX TO FORM No.IX (Continued) [ See rule 4(1)]

Verified that the information given above and in the accompanying documents are true and correct to the best of our knowledge and belief and that nothing has been concealed. Dated__________ 200 Following certified documents should be appended :1. 2. Memorandum and Articles of Association or other documents under which formed, one copy of which should be certified by the Registrar of Joint Stock Companies. Certificate of Incorporation one copy of which should be certified by the Registrar of Joint Stock Companies. 3. Last three year’s audited Balance Sheet and Profit and Loss Account together with related documents, certified by the company’s auditors. All Directors

25

FORM No. X [ See rule 4(4)] Serial Number____________________________

OFFICE OF THE ………………….. REGISTRATION CERTIFICATE (See Section 4 and 6) Certified that having considered the application for registration under section 6 of the Ordinance made by ____________________________________________________ and being satisfied that the said ______________________________________________ is eligible for registration and further being satisfied that it would be in the public interest so to do, I, in exercise of the powers, conferred under section 6 of the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980, do hereby grant registration to ____________________________________________________________ subject to the fulfillment of the conditions stated herein below or that may be prescribed or imposed hereafter from time to time. Issued under my signatures and seal This___________ day of _______________ 200__ Conditions: (j) The company shall make such investment as it may be required in terms of the prospectus for floatation of a modaraba. Subscription in compliance to section 17(3) of the Ordinance will

(ii)

26

be in the nature of permanent investment of the Modaraba company in the Modaraba free from encumbrances for all time which will not be disinvested during the life of the Modaraba. (iii) The Company shall undertake such business as is proved by the Registrar in terms of the prospectus. The promoters, sponsors or persons holding controlling interest shall not transfer any shares held by them without the prior permission in writing of the Registrar. Other conditions.

(iv) (v)

FORM No. XI [See rule 9 (3)] AUDDITOR’S REPORT TO THE CERTIFICATE HOLDER We have audited the annexed Balance Sheet as a t _________________ 198 and the related Profit and Loss Account and* Statement of Changes in Financial Position/Statement of Sources and Application of Funds together with the Notes to the Accounts for the year ended _____________________ of _______________________ Modaraba which are modaraba company’s (name of the modaraba company to be indicated) representation and we state that we have obtained all the information and explanation which we required and, after due verification thereof, we report that : (a) In our opinion proper books of account have been kept by the modaraba company in respect of _____________ Modaraba as required by the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980; and Modaraba Companies and Modaraba Rules, 1981; In our opinion the Balance Sheet and the Profit and Loss Account have been drawn up in conformity with the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980 and Modaraba Companies and Modaraba Rules, 1981; and In our opinion and to the best of our information and according to the explanations given to us; the Balance Sheet and the related Profit and Loss Account and *Statement of Changes in Financial Position/Statement of Sources and Application of funds, which are in agreement with the books of accounts, exhibit respectively a true and fair view of the state of the Modaraba’s affairs as at _________________________ 19 __; and the *Profit/Loss and the changes in the *Financial Position/Sources and Application of Funds for the year ended on that date; Zakat deductable at source under the Zakat and Ushar Ordinance, 1980, has been deducted by the Modaraba and deposited in the Central Zakat Fund established under section 7 of that Ordinance; and the business conducted, investments made and expenditure incurred by the Modaraba are in accordance with the objects, terms and conditions of the Modaraba.

(b)

(c)

(i)

ii)

(iii)

Place _______________ (*Delete as appropriate)

Chartered Accountants

27

FORM No.XII (See rule 14) ______________________ Modaraba Pattern of holdings of the certificates by the certificate-holders as at __________19 __ Number of Certificate Total Certificates Certificate Holders Held Holders ________________________________________________________________________ From From From From From From From 1 51 101 501 1001 5001 10001 to to to to to to to 50 100 500 1000 5000 10000 above Certificates “ “ “ “ “ “

Categories of certificate Holders Individuals Investment Companies Insurance Companies Joint Stock Companies Financial Institutions Modaraba Company Others to be specified)

Number Certificates Held

%

________

_________

___________

________________________________________________________________________

‘THE SECOND SCHEDLE”* [ See rule 3 (18) ] Scale of Fees

1.For registration of a modaraba company (i) At the time of Registration

Rs.15,000/-

28

(ii)Renewal annually in the month of January 2.Application for authorization to float modaraba (i)Where the nominal amount does not exceed Rs.2.5 Million

Rs.10,000/-

Perpetual More than Up to five ________ five years years_____ Rs.25,000 Rs.20,000 Rs.15,000

(ii) Where the nominal amount exceeds Rs.50,000 Rs.30,000 Rs.20,000 Rs.2.5 million but does not Exceed Rs. 5 Million . (iii)Where the nominal amount Rs.50,000 Rs.30,000 Rs.20,000 exceeds Rs.5 million plus plus plus Rs.5,000 Rs.3,000 Rs.2,000 for every for every for every additional additional additional Rs.1 M Rs. 1 M Rs. 1 M 3.For filing, recording or registering any document or fact required to be filed with, recorded by or registered with Registrar. 4.For application for enquiry Rs.200 for each document or fact.

Rs.500

5.For claim against modaraba company by Rs.1000 modaraba certificate holders referred to the Tribunal. 6.For any other application before the Tribunal, other than an application by Registrar, or before the Registrar by any person. 7.For inspection of records 8.For certified copy of any Rs.50 Rs.20 per page or part thereof Rs.1000

document or extract at the rate of.

subject to a minimum of Rs.50/-

MUHAMMAD ISHAQ MALLAL Registrar Modaraba
*(As amended vide notification No.S.R.O. 123(I)/92 dated 15-2-1992 published in the Gazette of Pakistan Extra Ordinary Part-II)

THE THIRD SCHEDULE [ See rule 9 (2) ] GENERAL PROVISIONS AS TO BLANCE SHEET AND PROFIT AND LOSS ACCOUNT

Requirements as to Balance Sheet
The assets and liabilities shall be classified under the headings appropriate to the modarabas business, distinguishing as regards assets between fixed assets, long-term repayments, and deferred costs, investments, loans and advances and current assets, and as regards liabilities between capital and reserves, Participation Term Certificates (PTC), long-term loans and deferred liabilities, and current liabilities and provisions. 2. Fixed assets.

29

(A) Fixed assets shall be distinguished between tangible and intangible and shall be classified under appropriate sub-heads, duly itemized such as : (i) Tangible : (a) (b) (c) (d) (e) (f) (g) (ii) land (distinguishing between free-hold and leasehold); buildings (distinguishing between buildings on free-hold land and those on leasehold land); plant and machinery; furniture and fittings; vehicles; capital work in progress; and others

Intangible: (a) (b) (c) good-will; patents trade marks and designs; and others.

(B) Under each sub-head, other than capital work in progress, the original cost, and the additions thereto and deductions, therefrom since the date of the previous balance sheet shall be stated and the aggregate amount written off, or provided or retained, upto the date of the balance sheet, by way of provision for depreciation or amortization or diminution in value shall be shown as deduction therefrom (C) In case of revaluation: (a) In the year of valuation the basis of revaluation and by whom revalued e.g. independent professionals or modaraba company management and particulars of persons or persons by whom revalued should be additionally disclosed (in the later year, the basis of revaluation). In the account for the period subsequent to the period of valuation, disclosure be restricted to total amount of revaluation, year of revaluation and the revaluation element included in the book value.

(b)

3.

Long-Term prepayments and deferred costs:

(A) Long-term prepayments and deferred costs shall include prepayments for services or benefits to be received after twelve months from the date of the balance sheet. Any material items shall be stated separately together with the basis on which each item is being amortized or written off, and in respect of each item of deferred costs the reasons for carrying forward such costs shall be stated. Such deferred costs should be written off during a period of five years or less. (B) Preliminary expenses, discount allowed on the issue of certificates, if a ny, and expenses incurred on the issue of certificates including any sums paid by way of commission or brokerage on the issue of certificates, to the extent not written off or adjusted; shall be treated as deferred costs and shown separately under each head. 4. Investment, loans and advances: There shall be shown under separate sub-heads the aggregate amount respectively of the

(A) modaraba’s: (i) (ii)

investments in and loans and advances to controlled firms and other associated undertakings; investments in other quoted companies and modarabas;

30

(iii) (iv) (v) (vi)

investment in other unquoted companies and modarabas other than investment in subsidiary companies; investments in immovable properties; investments in PTC; and other investments, loans and advances.

(B) There shall be stated under sub-head 4 (A) (i) the names of the modarabas, controlled firms and other associated undertakings and the nature and extent of the investment made and loans and advances given in each case, showing separately, in the case of each associated undertaking, shares of different classes and of different paid-up values, PTCs and in the case of each controlled firm, the amount invested as capital and the amounts of loans and advances. In the case of loans and advances, the nature of collateral security shall be stated. (C) There shall be stated under sub-head 4(A) (ii) the names of the companies and modarabas (in every case with the name of the modaraba company), in whose shares or certificates, investments have been made and the nature and extent of the investment made in each case, showing separately, shares of different classes and of different paid up values. (D) There shall be stated under sub-head 4 (A) (iii) the names of the unquoted companies and modarabas (in every case with the name of the modaraba company) in whose shares or certificates, investments have been made and the nature and extent of the investment made in each case, showing separately, shares of different classes and of different paid-up values. Value of investment in shares of unquoted companies and modarabas calculated by reference to net assets of the investee unquoted companies and modaraba on the basis of the latest available audited accounts (the period of which to be indicated) of such companies or modaraba and the names of their auditors to be disclosed (E) The mode of valuation of investments, e.g. cost of market value, shall be stated separately and, if investments in quoted companies and modarabas are valued otherwise than at market value, the aggregate amount of the market value thereof shall be shown. (F) Loans and advances due for payment after a period of twelve months from the date of the balance sheet shall be shown under this head. (G) The following particulars shall be stated separately by way of a note in respect of sub-head 4 (A) (vi): (a) (b) aggregate amount due by the officers and employees of the modaraba and any of them severally or jointly with any other person; and aggregate amount due by associated undertakings.

(H) Percentage of the equity held by the modaraba in an investee company or modaraba where it exceeds 10% of the investee’s total equity shall be disclosed by way of a note. 5. Current Assets:

(A) Current assets shall be classified under sub-heads appropriate to the modarabas business including, where applicable, the following: (i) (ii) (iii) stores and spare parts; loose tools; Stock-in-trade, distinguishing, where practicable, between; (a) stock of raw material and components; (b) work in progress; (c) stock of finished products; and (d) other stock trade debtors, which shall include amounts due in respect of goods sold or services rendered or in respect of other contracted obligations but shall not include the amounts which are in the nature of loans or advances. Debts considered good and

(iv)

31

debts considered doubtful or bad shall be separately stated. Debts considered good shall be distinguished between those which are secured and those for which the company holds no security other than the debtor’s personal security; (v) loans and advances due for repayment within a period of twelve months from the date of the balance sheet, showing separately the amounts due from subsidiaries, controlled firms and other associated undertakings and also the amounts lent out to employees of the modaraba. Loans and advances considered good and loans and advances, considered doubtful or bad shall be separately stated; (vi) trade deposits and short term prepayments for which services o r benefits are to be received within twelve months from the date of the balance sheet and current account balances with statutory authorities; (vii) bills receivable; (viii) balance on current account with the officers and employees of the modaraba, the maximum amount held by any of them at any time since the date of incorporation or since the date of the previous balance sheet whichever is the later, being stated by way of a note. Such maximum amounts to be calculated by reference to month-end balance. (ix) Tax refunds due from Government, showing separately excise duties customs duties, sales taxes etc; and (x) Cash and bank balances, distinguishing between: (a) amount in hand; (b) amount in transit; and (c) balance with banks showing nature of balance e.g. current, deposit etc. (B) In the case of sub-heads 5 (A) (i), (ii) and (iii), the respective basis of valuation shall be stated. If the basis such as “cost”, “net realizable value” or “cost or net realizable value, whichever is lower” is given, there shall also be given, to the extent p racticable, a general indication of the method of determining the “cost or net realizable value”, e.g., “average cost”, “first-in, first-out”, or “last-in, first-out”. (C) In respect of each of the sub-heads 5 (A) (iv) and (v), the following particulars shall be stated separately :(a) (b) (c) aggregate amount due by officers and employees of modaraba and any of them severally or jointly with any other person. Aggregate amount due by associated undertakings; Maximum amount of debts, under each of the preceding items (a) and (b), at any time, since the date of floatation or since the date of the previous balance sheet, whichever is the later (by way of a note). Such maximum amount to be calculated by reference to month-end balance.

6. Assets in respect of which different methods or bases of valuation or of provisions for depreciation or diminution in value are used shall be regarded as assets of different classes. 7. (A) Capital and Reserves: Capital and reserves shall be classified under the following sub-heads:

(i) reserves, distinguishing between capital reserves and revenue reserves. Capital reserves shall include certificate premium account, surplus on revaluation of fixed assets, profit prior to certificate flotation or on re-issue of forfeited certificates or any reserve not available for distribution by way of revenue profit (to be specified), while revenue reserves shall include general reserve, profit distribution equalization reserve, other reserves, created out of profit (to be specified), and unappropriated profits i.e., credit balance of profit and loss account after appropriations for the period to the date of balance sheet. Addition to and deductions from each item of reserves shall be shown in the balance sheet under the respective items unless they are disclosed in the profit and loss account or a statement or a report annexed thereto. Only revaluation element included in the book value of the fixed assets at the balance sheet date be treated as capital reserves. (B) There shall be shown in the balance sheet:

32

(i) (ii) (iii) (iv) by:

authorized amount of certificates; issued amount of certificates and the amount called up; called up value of certificates and the amount called up; call un-paid as a deduction from called up value of certificates, distinguishing calls un-paid

(a) (b) (c) (v)

modaraba company, its directors and officers and employees; officers and employees of the modaraba; and others.

paid-up certificates, distinguishing between:

(a) certificates allotted for consideration paid in cash; (b) certificates allotted for consideration other than cash; and (c) bonus certificates stating the number and value. (vi) The number, description and amount of any certificate in the modaraba which any person has an option to subscribe for, together with the following particulars of the option, that is to say :(a) (b) the period during which it is exercisable; the price to be paid for certificates subscribed for under it.

(C) Where circumstances permit, authorized, issued, subscribed, called up and paid up value of certificates may be shown as one item. (D) The word “fund” in relation to any “reserve” shall be used only where such a reserve is represented by specifically earmarked investments or other assets realizable as and when required at not less than the amount of the reserve fund. 8. Participation Term Certificates (PTC)

(A) The rate of profit and terms of redemption or conversion, if any, of the Participation Term Certificates issued shall be stated together with the earlier d ate on which they may be redeemed or converted into certificates and it shall also be stated if any sinking fund arrangement exists. (B) There shall be stated, by way of a note or otherwise, particulars of any redeemped PTC which the modaraba has power to re-issue. (C) Where any of the modaraba’s PTC are held by a nominee of, or a trustee for the modaraba, the amount thereof, calculated on the same basis as the total amount standing in the balance sheet in respect of the PTC of that class, shall unless and until the PTC so held and re-issued or cancelled, be shown as deduction from the total by way of a note. 9. Long-Term Profit and Loss Sharing Loans (PLS) and Deferred Liabilities:

(A) Long term loans and deferred liabilities shall mean loans and liabilities which become due for payment after twelve months from the date of the balance sheet. Deferred liabilities shall include such other liabilities as are under recognized accounting principles appropriately so classified e.g. deferred liability for taxation and customers’ deposits. Every material items shall be stated separately. Balance due to “workers participation fund” and “provident fund” payable within twelve months from the date of balance sheet should be classified as current liability. (B) Long-term (PLS) loans shall be classified as secured and un-secured, and under each class shall be shown separately. (i) PLS loans from banking companies and other financial institutions;

33

(ii) (iii) (iv)

PLS loans from subsidiary companies, controlled firms and other associated undertaking; PLS loans from modaraba company, its directors (including Chief Executive) officers and employees; and Other PLS loans.

(C) Where any of the long-term loans or any other deferred liabilities are secured otherwise than by the operation of law on any assets of the modaraba, the fact that the liabilities are so secured shall be stated, together with a statement of the assets upon which they are secured, and, where more than one class of liabilities is so secured, their relative priorities with respect of payment of profit and redemption. 10. Current Liabilities:

(A) Current liabilities shall mean liabilities due and payable (other than liabilities the payment of which may, at the modaraba’s option, be postponed) within twelve months from the date of the balance sheet, together with such other liabilities as are under recognized accounting principles appropriately so classified. (B) Current liabilities and provisions shall, so far as they are appropriate to the modaraba’s business, be classified under the following sub-heads:(i) Short-term PLS loans, distinguishing between secured and un-secured and between PLS loans taken from(a) (b) (c) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) (xiii) banking companies and other financial institutions; subsidiary companies controlled firms and other associated undertakings; directors including Chief Executive, officers and employees of modaraba and modaraba company. installments of long-term debt due; others; deposits; creditors; accrued expenses; bills payable; advance payments and un-expired discounts for the portion for which value is still to be given, e.g., in the case of newspapers, clubs and steamship companies; profit accrued on PTC; other liabilities, if any (to be specified e.g. unclaimed profit distribution; unpaid profit distribution; provision for taxation, showing separately excise duties, customs duties, sales tax, income tax etc; proposed profit distribution; and other provision, if any (to be specified).

(C) Where any short-term loans (PLS) or any other liabilities of the modaraba are secured otherwise than by the operation of law on any assets of the modaraba, the fact that the liabilities are so secured shall be stated, together with a statement of the assets upon which they are secured, and where more than one class of liabilities is so secured, their relative priorities with respect to payment of profit and redemption. 11. No liability shall stand in the balance sheet at a value less than the amount at which it is repayable (unless the quantum of repayment is at the option of the modaraba) at the date of the balance sheet or, if is not then repayable, at the amount at which it will first become so repayable thereafter, less, where appropriate, a reasonable deduction for discount until that date. 12. The matter referred to in the following sub-paragraphs shall be stated by way of note, or in a statement or report annexed, if not otherwise shown. (i) Particulars of any charge on the assets of the modaraba to secure the liabilities of any other person, including, where practicable, the amount secured.

34

(ii) The general nature of any claim not acknowledged as debt and other contingent liabilities not provided for and, where practicable, the aggregate amount or estimated amount of those liabilities, if it is material. (iii) Where practicable the aggregate amount or estimated amount, if it is material, of contracts for capital expenditure, so far as not provided for. (iv) If in the opinion of the directors of modaraba company any of the current assets have not a value, on realization in the ordinary course of the modaraba’s business, at least equal to the amount at which they are stated, the fact that they are of that opinion. (v) The basis on which foreign currencies have been converted into rupees, where the amount of the assets or liabilities affected is material. (vi) The basis on which the amount, if any, set aside for Pakistan income tax is computed. (vii) Except in the case of the first balance sheet, the corresponding amounts at the end of the immediately preceding financial year for all items shown in the balance sheet. This requirement shall, in the case of modaraba preparing quarterly or half-yearly accounts, relate to the balance sheet as on the last day of the period which ended on the corresponding date of the immediately preceding year. (viii) Other sums for which the modaraba is contingently liable. The aggregate amount of any guarantees given by the modaraba on behalf of the managers or other officers of the modaraba or any of them severally or jointly with any other person shall be stated separately, and, where practicable, the general nature and amount of each such contingent liability, if material, shall also be specified; (ix) Where determinable, the capacity of the industrial unit, actual production and the reasons for shortfall, if any, except in a case where the registrar upon an application agrees that such information need not be disclosed in the public interest. (w) The general nature of any credit facilities available to the modaraba under any contract, other than trade credit available in the ordinary course of business, and not availed of at the date of the balance sheet.

13. Where there has been any change in the basis of accounting e.g. change in the mode of valuation of the stock-in-trade, change in the method of charging depreciation, such changes, together with the effects thereof, if material, shall be stated by way of a note. The auditor will state in his report whether or not he concurs with the change. 14. Where any item shown in the balance sheet or included in amount shown therein cannot be determined with substantial accuracy an estimated amount described as such shall be included in respect of that item together with the description of the item. 15. No provision with respect to the information to be given in the balance sheet shall be deemed to require the amount of any item that is of no material significance to be given separately. 16. Any information required to be given in respect of any of the items in the balance sheet shall, if it cannot be included in the balance sheet itself, be furnished in a separate schedule or note or schedules or notes to be attached to, and to form part of the balance sheet. 17. The figures may be rounded off to the nearest thousand of rupees.

PART II REQUIREMENT AS TO PROFIT AND LOSS ACCOUNT. 35

1. The profit and loss account shall be so made out as to disclose clearly the result of the working of the modaraba during the period covered b y the account and shall show, arranged under the most convenient heads, the gross income and the gross expenditure of the modaraba during the period, disclosing every material feature and in particular the following(A) (i) the turnover, that is, the aggregate amount for which sales are effected by the modaraba, and the gross income derived from rendering, giving or supplying services or benefits, and showing as deduction therefrom. (a) (b) commission paid to selling agents; and brokerage and discount on sales, other than the usual trade discount;

(ii) income from investments, showing separately income from each subsidiary company from each controlled firm, from each associated undertaking and from other investments; (iii) (iv) (v) (vi) (vii) income arising from PTC; profit on sale of investment; profit on sale of fixed assets; profit in respect of transactions of an exceptional or non-recurring nature, not usually undertaken by the modaraba or not envisaged in the normal nature of business; and other income, showing separately every material item and the nature of each such item.

(B) (i) the value of stock-in-trade, including raw materials and components, work in progress and finished products, as at the commencement and the value at the end of the period; (ii) (C) (i) (ii) purchase of raw materials and components and finished products; stores and spare parts consumed; fuel and power;

(iii) salaries and wages including bonus, contributions to provident and other funds, and expenses on staff welfare, distinguishing between manufacturing salaries and wages, if any, and other salaries and also showing by way of a note the amount included in salaries and wages in respect of persons who are officers and employees of the modaraba; (iv) rent, municipal rates and provincial and local taxes (excluding the taxes on income, capital gains and wealth); v) insurance; (vi) repairs and maintenance (being repairs to and maintenance of the modaraba’s fixed assets); and (vii) patents, copyrights, trade marks, designs, royalties and technical assistance;

(D) The aggregate amount of auditor’s remuneration, whether fees, expenses or otherwise, for services rendered as auditors or in any other capacity, showing separately the remuneration for services rendered as auditors and the remuneration for services rendered in any other capacity and stating broadly the nature of such other services. (E) Other expenses, showing separately every item of an exceptional or non-recurring nature and every material item; (F) The amount provided for depreciation, renewal or diminution in value of fixed assets. The value of the assets by various groups, the additions or depletions thereto, the rate at which depreciation is charged, shall be shown separately. Where such provision is not made by means of a charge for depreciation, the method adopted for making such provision shall be stated. If no provision for depreciation is made during the

36

period, the fact that no provision has been made and the reasons for not making it shall be stated and the amount which should have been provided and the quantum of arrears of depreciation, if any, shall be disclosed. (G) (i) the amount of profit/loss on borrowings, showing separately the amount on long-term loans (PLS) and on short-term loans (PLS) and showing by way of a note the amount of profit/loss on borrowings from the modaraba company its directors and others; (ii) loss on sale of investments;

(iii) loss on sale of fixed assets; (iv) debts written off as irrecoverable; (v) provision for doubtful or bad debts; (vi) provision for diminution in value of investments; (vii) provision for taxation on income, capital gains and other tax or taxes; showing separately the provision for liability in respect of the profit of the period and the provision for liability deferred due to timing difference including the difference between the rates of depreciation allowed for purposes of taxation in income and those adopted by the company for the charge to profit and loss account and distinguishing, where applicable, between the provision for Pakistan taxation and the provision for taxation elsewhere. Where the provision for taxation in respect of the profits of the period is reduced by the writing back of a part or the whole of the provision for differed liability made in previous periods the amount written back shall be shown as deduction from the gross charge for taxation; and (viii) (H) (i) (ii) other provisions for meeting specific liabilities, contingencies or commitments; the amount of profit payable to the PTC holders; the amount of profit payable to the modaraba company as their remuneration;

(iii) the amount set aside or proposed to be set aside as reserves, showing separately the respective amounts in respect of each item of reserves; and (iv) the amount of proposed profit distribution to certificate holders;

2. There shall be stated by way of a note the respective amounts included in items (G) (iv) and (v) of paragraph 1 of this Part for (a) debts due by the officers and employees and others of the modaraba and any of them severally or jointly with any other person, (b) debts due by associated undertakings. 3. The following shall be stated by way of a note :(i) the aggregate amounts paid during the period to or in respect of or provided during the period for payment to or in respect of officers and the employees by the modaraba as fees, remuneration, allowances, commission, perquisites or benefits or in any other form or manner and for any services rendered, and shall give full particulars of such aggregate amounts, separately for officers and employees under appropriate heads such as :(a) (b) (c) (d) (e) (f) (g) fees; managerial remuneration; remuneration or commission based on net profit or turnover; reimburseable expenses; pensions; gratuities; modarabas; contribution to provident, superannuation and other staff funds, compensation for loss of office and in connection with retirement from office; buying commission; selling agency commission, showing separately the amount provided for or paid to an associated undertaking or to an associated person or of a director or officer of the modaraba company or the modaraba or any of their partners; other allowances, and commission, including commission for guarantee, specifying the nature of the allowances and commission and the respective amounts;

(h)

37

other perquisites and benefits in cash or in kind stating their nature and, where practicable, their approximate money values; (j) the amount of commission to an associated person of the modaraba company or, to an associated person of a partner or a director or officer of the modaraba company as selling or buying agents of other concerns in respect of contracts entered into by such concerns with the modaraba; (k) the calculation of the remuneration or commission based on net profits or turnover payable to the officers and employees of modaraba or any other person with relevant particulars; and (l) the amounts, if material, by which any items shown therein affected by any change in the basis of accounting. Auditor must state in his report as to whether he agrees with such change or not; (m) any material respects in which any items shown in the profit and loss account are affected by transaction of a sort not usually undertaken by the modaraba or otherwise by circumstances of an exceptional or non-recurrent nature; (ii) in the case of a sale of an item of fixed assets otherwise than through a regular auction showing particulars of the original cost, accumulated depreciation charged thereon, the written down value, the sale price, the mode of disposal (e.g. by tender or negotiation); and the particulars of the purchaser, indicating whether such purchaser was a director or officer or employee of the modaraba company or a certificate holder owning, 20 per cent of the certificate of the modaraba. (iii) the aggregate amounts of the purchases from the sales of goods, materials and services to the modaraba company, an associated undertaking of the Modaraba company or to an associated person of a director or officer of the Modaraba Company or of the Modaraba or any of their partners. The nature of transaction with the associated undertaking should be clearly stated. 4. A Modaraba need not shown the amount set aside as provisions other than those relating to depreciation, renewal or diminution in value of assets, if, on application made by it, it has been allowed by the registrar to do so on being satisfied that the disclosure of such information would be prejudicial to the amount of such provision as to indicate that it has been so allowed by the registrar. 5. The profit and loss account shall be so drawn up as to disclose separately manufacturing, trading and operational results. In the case of a manufacturing concern, the cost of goods manufactured shall also be shown. Where the modaraba has more than one unit of operation or line of business the working results of each such unit or line of business should be separately given. 6. Except in the case of the first profit and loss account the corresponding amounts for the immediately preceding financial year for all items shown in the profit and loss account. In the case of modaraba preparing quarterly or half-yearly accounts, relate to the profit and loss account for the period which ended on the corresponding date of the immediately preceding year. 7. The information required to be given in respect of any of the items in profit and loss account shall, if it cannot be included in the profit and loss account itself, be furnished in a separate schedule or note or schedules or notes to be attached and to form part of the profit and loss account. 8. The figures may be rounded off to the nearest thousand of rupees.

(i)

PART III INTERPRETATION OF SCHEDULE
1. For the purpose of this schedule unless the context otherwise requires :-

38

(a)

the expression “associated undertakings” means any two or more undertakings interconnected with each other in the following manner, namely :(i) if a person who is the owner or a partner, officer or director of an undertaking or who directly or indirectly holds for controls shares, carrying not less than twenty per cent of the voting power in such undertaking, is also the owner or a partner, officer of director of another undertaking or directly or indirectly, holds or controls shares carrying not less than 20 percent of the voting power in that undertaking; or (ii) if the undertakings are under common management or common control or one is the subsidiary of another; and the shares of an issuer shall be deemed to be owned, held or controlled by a person if they are owned, held or controlled by that person or by the spouse, brother or sister or any lineal ascendant or descendant of that person and the person who is the owner or a partner, officer or director of, or directly or indirectly holds or controls shares carrying not less than twenty per cent of the voting power in an undertaking shall be deemed to be an “associated person” of the person who is the owner or a partner, officer or director of, or directly or indirectly holds of controls shares carrying note less than twenty per cent of the voting power in, another undertaking which is an associated undertaking of that undertaking: Provided that the modaraba company and modaraba under its management shall be deemed to be an undertaking and common director shall by virtue of their nomination or common shareholding or certificate holding by the financial institutions owned/or controlled by the Federal Government or Provincial Government will not constitute “associated undertaking” as defined in the aforesaid sub-rule;

(b) (c) (d)

(e)

(f)

the expression “debts” , shall include loans and advances and other receivables where it relates to amounts written off and provision for doubtful and bad debts; the expression “liability” shall include all liabilities in respect of expenditure contracted for and all disputed or contingent liabilities. the expression “manufacturing salaries and wages” shall mean those direct and administrative salaries and wages which under recognized accounting principles are so classified. the expression “provision” shall subject to paragraph 2 of this Part mean any amount written off or retained by way of providing for depreciation, renewals or diminution in value of assets, or retained by way or providing for any known liability of which the amount cannot be determined with substantial accuracy; the expression “reserve” shall not, a subject to foresaid include any amount written off or retained by way of providing for depreciation, renewals or diminution in value of assets or retained by way of providing for any known liability;

2. Any amount retained by way of providing for any known liability, is in excess of the amount which, in the opinion of the directors of the modaraba company, is reasonably necessary for the purpose, the excess shall be treated for the purposes of this schedule. 3. A firm shall be deemed to be controlled by a company if the latter controls the firm’s management or is entitled to more than fifty percent of its profits or is liable to bear more than fifty percent of its losses.

39

THE FOURTH SCHEDULE
[ See rule 20 (6)] PROSPECTUS Presented pursuant to section 8 of the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980. (Ordinance No XXXI of 1980), Matters to be Specified in Prospectus and Reports to be set out therein. PART I MATTERS TO BE SPECIFIED

1. 2. 3. 4. 5. 6.

7. 8.

The name of Modaraba. Principal place of business and branches, if any. The name of the modaraba company and the address of its registered office. The names, occupations, other directorship and addresses of the directors of the modaraba company. Description of the business of modaraba company. Type of Modaraba i.e. ; (a) Multipurpose modaraba or Specified purpose modaraba. (b) Modaraba for a definite time or modaraba for an indefinite time. Description of business to be undertaken by the modaraba and its prospects. (a) Amount of the modaraba; (b) Divided into _____ Modaraba Certificates of Rs.__________ each to be issued at Rs._____ each. (c) Details of calls to be made, if applicable. Mode of distribution of profits. The amount to be subscribed by the modaraba company its directors and officers in their own name. Name and address of the underwriters, if any, giving salient features of the agreement and the opinion of the Board of Directors of the modaraba company that the resources of the underwriters are sufficient to discharge their obligations. The form of Modaraba Certificate. The names and addresses of the auditors of the modaraba and that of modaraba company. Particulars as to:(a) the minimum amount which in the opinion of the directors of the modaraba company must be raised by the issue of modaraba certificates in order to provide the sums, or, if any part thereof is to be defrayed in any other manner, the balance of the sums, required to be provided in respect of each of the following matters: (i) (ii) the purchase price of any property purchased or to be purchased which is to be defrayed in whole or in part out of the proceeds of the issues; any preliminary expenses payable by the modaraba and any commission so payable to any person in consideration of his agreeing to subscribe for, or of his procuring or agreeing to procure subscriptions for, any certificate in the modaraba;

9. 10. 11.

12. 13. 14.

40

15. 16.

the repayment of any moneys borrowed by the modaraba company in respect of any of the foregoing matters; (iv) working Capital; and (v) the amounts to be provided in respect of the matters aforesaid otherwise than out of the proceeds of the issue and the sources out of which those amounts are to be provided. The date and time of the opening and closing of the subscription lists. The amount payable on application and allotment on each certificate and in the case of a second or subsequent offer of certificates, the amount offered for subscription on each previous allotment made within the two preceding years, the amount actually allotted, if any, paid on the certificates so allotted. The number, description and amount of any certificate in the modaraba which any person has, or is entitled to be given, an option to subscribe for, together with the following particulars of the option, that is to say(a) (b) (c) (d) the period during which it is exercisable; the price to be paid for certificates subscribed for under it; the consideration (if any) given or to be given for it or for the right to it; the names and addresses of the persons to whom it or the right to it was given.

(iii)

17.

18. The number and amount of certificates which within the two preceding years have been issued, or agreed to be issued, as fully or partly paid up otherwise than in cash, and in the latter case the extent to which they are so paid up, and in either case the consideration for which those certificates have been issued or are proposed or intended to be issued. 19. (1) As respects any property to which this paragraph applies(a) (b)

the names and addresses of the vendors; the amount payable in cash or certificates to the vendor and, where there is more than one separate vendor, or the modaraba is a sub-purchaser, the amount so payable to each vendor; (c) short particulars of any transaction relating to the property completed within the two preceding years in which any vendor of the property to the modaraba or any person who is, or was at the time of the transaction, a promoter or a director or proposed director of the modaraba company had any interest direct or indirect. (2) The property to which this paragraph applies is property purchased or acquired by the modaraba or proposed so to be purchased or acquired, which is to be paid for wholly or partly out of the proceeds of the issue offered for subscription by the prospectus or the purchase or acquisition of which has not been completed at the date of the issue of the prospectus, other than propertythe contract for the purchase or acquisition whereof was entered into in the ordinary course of the modaraba business, the contract not being made in contemplation of the issue nor the issue in consequence of the contract; or (b) as respects which the amount of the purchase money is not material. 20. The amount, if any, paid or payable as purchase money in cash or certificates for any property to which the last foregoing paragraph applies, specifying the amount if any payable for goodwill. 21. The amount if any, paid within the two preceding years, or payable as commission for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, for any certificates of the modaraba, and the rate of any such commission. 22. The amount or estimated amount of prelim nary expenses and the persons by whom any of those expenses have been paid or are payable, and the amount or estimated amount of the expenses of the issue and the persons by whom any of those expenses have been paid or are payable. (a)

41

23. Any amount or benefit paid or given within the two preceding years or intended to be paid or given to the modaraba company and the consideration for the payment or the giving of the benefit. 24. The dates of, parties to and general nature of every material contract, not being a contract entered into in the ordinary course of the business carried on or intended to be carried on by the modaraba or a contract entered into more than two years before the date of issue of the prospectus. 25. Full particulars of the nature and extent of the interest, if any, of modaraba company and its directors and offices in the promoting, or in the property proposed to be acquired by, the modaraba, or, where the interests of such a director or officer of the modaraba company consists in being partner in a firm, the nature and extent of the interest of the firm, with a statement of all sums paid or agreed to be paid to him or to the firm in cash or certificates or otherwise by any person either for services rendered by him or by the firm in connection with the promotion for formation of the modaraba. 26. In the case of a modaraba which has been carrying on business, or of a business with has been carried on for less than three years, the length of time during which the business of the modaraba or the business to be acquired, as the case may be, has been carried on.

PART-II REPORT TO BE SET OUT

27.(1) A report by the auditors of the modaraba with respect to :(a) (b) profits and losses and assets and liabilities, in accordance with sub-paragraph (2) or (3) of this paragraph, as the case requires; and the rates of the distribution of profit including bonus certificates, if any, paid by the modaraba in respect of each of the five financial years immediately preceding the issue of the prospectus, giving particulars of distribution of profits, and, if no accounts have been made up in respect of any part of the period of five years ending on a date three months before the issue of the prospectus, containing a statement of that fact.

(2)

If the modaraba has no subsidiaries, the report shall-

42

(a)

(3)

so far as regards profits and losses, deal with the profits or losses of the modaraba in respect of each of the five financial years immediately preceding the issue of the prospectus; and (b) so far as regards assets and liabilities, deal with the assets and liabilities of the modaraba at the last date of which the accounts of the modaraba were made up. If the modaraba has subsidiaries, the report shall— (a) so far as regards profits and losses, deal separately with the modaraba’s profits or losses as provided by the last foregoing sub-paragraph, and in addition, deal either(h) as a whole with the combined profits or losses of each subsidiary, so far as they concern certificates holders of modaraba; or (ii) individually with the profits or losses of each subsidiary, so far as they concern certificate holders of the modaraba or, instead of dealing separately with the modaraba’s profits or losses, deal as a whole with the profits or losses of the modaraba and, so far as they concern certificate holders of the modaraba with the combined profits or losses of its subsidiaries; and so far as regards assets and liabilities, deal separately with the modaraba’s assests and liabilities as provided by the last foregoing sub-paragraph and, in addition, deal either(i) as a whole with the combined assets and liabilities of its subsidiaries, with or without the modaraba’s assets and liabilities; or (ii) individually with the assets and liabilities of each subsidiary; and shall indicate as respects the assets and liabilities of the subsidiaries the allowance to be made for persons other than certificate holders of the modaraba.

(b)

28. If the proceeds, or any part of the proceeds, of the issue of the certificates are or is to be applied directly or indirectly in the purchase of any business, a report made by auditors (who shall be named in the prospectus) upon(a) the profits or losses of the business in respect of each of the five financial years immediately preceding the issue of the prospectus; and (b) the assets and liabilities of the business at the last date to which the accounts of the business were made up. 29. (1) If(a)

the proceeds, or any part of the proceeds, of the issue of the certificates are or is to be applied directly or indirectly in any manner resulting in the acquisition by the modaraba of shares or modaraba certificates in any other body corporate; and (b) by reason of that acquisition or anything to be done in consequence thereof or in connection therewith that body corporate will become a subsidiary of the modaraba; a report made by auditors (who shall be named in the prospectus) upon(i) (ii) the profits or losses of the other body corporate in respect of each of the five financial years immediately preceding the issue of the prospectus; and the asserts and liabilities of the other body corporate at the last date of which the accounts of the body corporate were made up.

(2) The said report shall indicate how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares or certificates to be acquired, have concerned certificate holders and what allowance would have fallen to be made in relation to assets and liabilities so dealt with, for holders of other shares, or certificates, if the modaraba had at all material times held the shares or certificates to be acquired.

PART-III

PROVISIONS APPLYING TO PARTS I AND II OF SCHEDULE

43

30. Paragraphs 22 (so far as it relates to preliminary expenses) and 25 of this Schedule shall not apply in the case of a prospectus issued more than two years after the date at which the modaraba was floated. 31. Every person shall for the purposes of this Schedule, be deemed to be a vendor who has entered into any contract, absolute or conditional, for the sale or purchase, or for any option of purchase, of any property to be acquired by the modaraba in any case where(a) (b)

the purchase money is not fully paid at the date of the issue of the prospectus; the purchase money is to be paid or satisfied wholly or in part out of the proceeds of the issue offered for subscription by the prospectus; (c) the contract depends for its validity of fulfillment on the result of that issue. 32. Where any property to be acquired by the modaraba is to be taken on lease, this Schedule shall have effect as if the expression “Vendor” included the lessor, and the expression “purchase money” included the consideration for the lease, and the expression “sub-purchaser” included a sub-lessee. 33. Reference in paragraph 17 of this Schedule to subscribing for certificates shall include acquiring them from a person to whom they have been allotted or agreed to be allotted with a view to his offering them for sale. 34. For the purpose of paragraph 19 of this Schedule where the vendors or any of them are a firm, the members of the firm shall not be treated as separate vendors. 35. If in the case of a modaraba which has been carrying on business, or of a business which has been carried on for less than five years, the accounts of the modaraba or business have only been made up in respect of four years, three years, two years or one year, Part-II of this Schedule shall have effect as if reference to four years, three years, two years or one year, as the case may be, were substituted for references to five years. 36. The expression “financial year” in Part-II of this Schedule means the year in respect of which the accounts of the modaraba or of the business, as the case may be, are made up, and where by reason of any alteration of the date on which the financial year of the modaraba or business terminates the accounts of the modaraba or business have been made up for a period greater or less than a year that greater or less period shall for the purpose of that part of this Schedule be deemed to be a financial year. 37. Any report required by Part-II of this Schedule shall either indicate by way of note any adjustments as respects the figures of any profits or losses or assets and liabilities dealt with by the report which appear to the persons making the report necessary or shall make those adjustments and indicate that adjustments have been made. 38. Any report by auditors required by Part-II of this Schedule shall be made by auditors qualified under the Ordinance and Rules for appointment as auditors of a modaraba and shall not be made by any auditors who is an officer or employee, or a partner of or in the employment of an officer or employee, of the modaraba or modaraba company.

44

45

SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN
Islamabad, the 4th June 2003

NOTIFICATION
S.R.O. 471(I)/2003. – In exercise of the powers conferred by section 41 of the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980 (XXXI of 1980), read with clause (b) of section 43 of the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997) and the Finance Division’s Notification No. S.R.O. 698(I)/86, dated the 2nd July, 1986, the Securities and Exchange Commission of Pakistan is pleased to direct that the following further amendments shall be made in the Modaraba Companies and Modaraba Rules, 1981, namely:In the aforesaid Rules, (1) in rule 8, in sub-rule (4), (a) for the words “and every statement of changes in the financial position” the comma and the words “cash flow statement and statement of changes in equity” shall be substituted; and for the words “operations and of the changes in its financial position” the words and comma “its operations, cash flows and changes in equity” shall be substituted;

(b)

(2)

in rule 9, (a) in sub-rule (1), for the words “and a profit and loss account and a statement of changes in financial position” the commas and words “, a profit and loss account, a cash flow statement and a statement of changes in equity” shall be substituted; in sub-rule (2), after the word “possible”, at the end, the words, commas, brackets and figures “and the balance sheet, profit and loss account, cash flow statement and statement of changes in equity prepared by the modaraba company shall conform with such International Accounting Standards and other standards as are notified from time to time in the official Gazette by the Securities and Exchange Commission of Pakistan under sub-section (3) of section 234 of the Companies Ordinance, 1984 (XLVII of 1984)” shall be added; and in sub-rule (3), for the words “and profit and loss account and statement of financial changes” the commas and words “, profit and loss account, cash flow statement and statement of

(b)

(c)

changes in equity together with the notes forming part thereof” shall be substituted; (3) for rule 10 the followings shall be substituted, namely:“10. Submission of periodical reports.- Every modaraba company shall, within one month of the close of first, second and third quarters of the financial year of each modaraba, prepare in accordance with such International Accounting Standards and other standards, as may be specified from time to time by notification in the official Gazette for the purpose by the Securities and Exchange Commission of Pakistan under sub-section (3) of section 234 of the Companies Ordinance, 1984, (XLVII of 1984), and transmit by registered post to the Registrar and under postal certificate to its certificate holders a profit and loss account, a cash flow statement and a statement of changes in equity for, and a balance sheet as at the end of, that quarter , whether audited or otherwise”. (4) in rule 11, in sub-rule (1), for the words “and profit and loss account and a statement of changes in financial position” the commas and words “, a profit and loss account, a cash flow statement and a statement of changes in equity” shall be substituted; in rule 12,(a) in sub-rule (1), for the words “and profit and loss account and statement of change in financial position” the commas and words “, profit and loss account, cash flow statement and statement of changes in equity” shall be substituted; and in sub-rule (2), for the words, wherever appearing, “and profit and loss account and statement of changes in financial position” the commas and words, “profit and loss account, cash flows statement and statement of changes in equity” shall be substituted;

(5)

(b)

(6)

in the First Schedule, for Form XI the following shall be substituted, namely:-

“FORM NO. XI
[See rule 9 (3)]

AUDITORS’ REPORT TO THE CERTIFICATE HOLDERS
We have audited the annexed balance sheet of ……………….. modaraba as at …………….. and the related profit and loss account, cash flow statement and statement of changes in equity together with the notes forming part thereof (hereinafter referred to as the financial statements), for the year then ended and we state that we have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit. These financial statements are the modaraba company’s (name of the modaraba company to be indicated) responsibility who is also responsible to establish and maintain a system of internal control, and prepare and present the above said statements in conformity with the approved accounting standards as applicable in Pakistan and the requirements of the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980 (XXXI of 1980), and the Modaraba Companies and Modaraba Rules, 1981. Our responsibility is to express an opinion on these statements based on our audit. We conducted our audit in accordance with the auditing standards as applicable in Pakistan. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of any material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting policies and significant estimates made by the modaraba company, as well as, evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion and, after due verification, we report that (a) in our opinion, proper books of accounts have been kept by the modaraba company in respect of …………… modaraba as required by the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980 (XXXI of 1980), and the Modaraba Companies and Modaraba Rules, 1981; (b) in our opinion: (i) the balance sheet and profit and loss account together with the notes thereon have been drawn up in conformity with the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980 (XXXI of 1980) and the Modaraba Companies and Modaraba Rules, 1981, and are in agreement with the books of accounts and are further in agreement with accounting policies consistently applied *1 except for the changes as stated in note(s) ……. with which we concur; (ii) (iii) the expenditure incurred during the year was for the purpose of the modaraba’s business; and the business conducted, investments made and the expenditure incurred during the year were in accordance with the objects, terms and conditions of the modaraba;

(c) in our opinion and to the best of our information and according to the explanations given to us, the balance sheet, profit and loss account, cash flow statement and statement of changes in equity together with the notes forming part thereof conform with approved accounting standards as applicable in Pakistan, and, give the information required by the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980 (XXXI of 1980), and the Modaraba Companies and Modaraba Rules, 1981, in the manner so required and respectively give a true and fair view of the state of the modaraba company’s affairs as at ……………. and of the profit or loss, its cash flows and changes in equity for the year then ended; and (d) in our opinion, *2 Zakat deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980), was deducted by the modaraba company and deposited in the Central Zakat Fund established under section 7 of that Ordinance. Signature (Name(s) of Auditors) Date _________________ Place _________________ NOTES Where applicable – *1. Where there is no change in the accounting policy (ies) the portion “except for the changes as stated in note(s) ……. with which we concur” m ay be omitted. *2. Where no Zakat is deductible, substitute “no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980”. Where any of the matter referred to in the auditors’ report is answered in the negative or with a qualification, the report shall state the reason for such answers along with the factual position to the best of the auditor’s information.”; and (7) for the Second Schedule the following shall be substituted, namely:“THE SECOND SCHEDLE [See rule 3 (18) SCALE OF FEES 1. For registration of a modaraba company: (i) at the time of registration. (ii) renewal annually in the month of January. Application for authorization to float modaraba: Perpetual. ________ (1) (i) Where the nominal amount Rs.37,000/does not exceed Rs.2.5 million.

Rs. 22,500/Rs.15,000/More than five years. (2)
Rs.30,000/-

2.

Up to five Years. (3)
Rs.22,500/-

(ii) (iii)

Where the nominal amount Rs.75,000/exceeds Rs.2.5 million but does not exceed Rs. 5 million. Where the nominal amount Rs.75,000/exceeds Rs.5 million. plus
Rs.7,500/for every additional Rs.1 million.

Rs.45,000/-

Rs.30,000/-

Rs.45,000/Rs.30,000/ plus plus Rs.4,500/Rs.3,000/for every for every additional additional Rs. 1 million. Rs. 1million.

3.

For filing, recording or registering any Rs.500/- for each document or fact document or fact required to be filed with, recorded by or registered with Registrar. For filing, registering and recording document relating to a mortgage or charge required under the Ordinance. For application for enquiry. For claim against modaraba company by modaraba certificate holders referred to the Tribunal. For any other application before the Tribunal, other than an application by Registrar, or before the Registrar by any person. For inspection of records. For certified copy of any document or extract page or part thereof. . Rs. 5,000/-

4.

5. 6. 7.

Rs.1,000/Rs.1,000/Rs.1,000/-

8. 9.

Rs.100/At the rate of Rs.20 per thereof subject to a minimum of Rs.50”.

[1(72)JS/CL/86] MOHAMMED HAYAT JASRA Executive Director (Law)

SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN

Islamabad May 12, 2009. NOTIFICATION

S.R.O. 388(I)/2009.- In exercise of the powers conferred by section 41 of the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980(XXXI of 1980), read with clause (c) of section 43 of the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997) and the Finance Division’s Notification No. S.R.O. 698(I)/86, dated 2nd July, 1986, the Securities and Exchange Commission of Pakistan is pleased to direct that the following further amendments shall be made in the Second Schedule to the Modaraba Companies and Modaraba Rules, 1981, namely:“THE SECOND SCHEDULE [(See rule 3(18)] SCALE OF FEES
1. For registration of a modaraba company (nonrefundable fee): (i) at the time of registration. (ii) renewal annually in the month of January. 2. Application for: (a) authorization to float modaraba (nonrefundable fee): (i) Where the nominal amount does not exceed Rs.2.5 million (ii) Where the nominal amount exceeds Rs.2.5 million but does not exceed Rs. 5 million (iii) Where the nominal amount exceeds Rs.5 million Rs.250,000/Rs.25,000/Perpetual ________ (1) More than five years (2) Up to five years (3)

Rs.50,000/-

Rs.40,000/-

Rs.30,000/-

Rs.100,000/-

Rs.60,000/-

Rs.40,000/-

Rs.100,000/plus Rs.10,000/for every additional Rs.1 million. Rs. 100,000/-

Rs.60,000/plus Rs.6,000/for every additional Rs. 1 million.

Rs.40,000/plus Rs.4,000/for every additional Rs. 1 million

(b)

renewal annually in the month of January (to be charged to the Modaraba)

3.

4.

For filing, recording or registering any fact or document or fact required to be filed with, recorded by or registered with Registrar. For filing, registering and recording document relating to a mortgage or charge required under the Ordinance. For application for enquiry. For claim against modaraba company by modaraba certificate holders referred to the Tribunal. For any other application before the Tribunal, other than an application by Registrar, or before the Registrar by any person. For inspection of records.

Rs.1,000/- for each document

Rs.7,500/-

5. 6.

Rs.2,000/Rs.2,000/-

7.

Rs.2,000/-

8.

Rs.200/-

9.

For certified copy of any document or extract thereof. Annual monitoring fee to be paid by Modarabas (within three months of the close of its financial year) which are engaged in deposit taking

At the rate of Rs.20/- per page or part thereof subject to a minimum of Rs.100/Rs.50,000/-”

10

through issuance of Certificates of Musharakah/ Modaraba or any other instrument approved by the Religious Board.

No. SC/M/RW/MR/2009-

(Nazir Ahmed Shaheen) Executive Director (Registration)

CORPORATE LAW AUTHORITY RULES, 1984 Notification No. S.R.O. 1098(1.)/84, dated 31st December, 1984.---In exercise of the powers conferred by subsection (3) of section of the Companies Ordinance, 1984 (XLVII of 1984), the Federal Government is pleased to appoint the first day of January, 1985, to be the date on which the provisions of the said Ordinance other than those of section 41, section 88, section 203, section 226, sections 295 to 437 and sections 443 to 449, shall come into force. 1. Short title and commencement.--- (1) These rules may be called the Corporate Law Authority Rules, 1984. (2) They shall come into force at once. 2. Definitions.--- (1) In these rules, unless there is anything repugnant in the subject or context,(a) "application" includes an application, petition or appeal submitted to the Authority under the Ordinance or these rules; (b) "Authority" means the Corporate Law Authority constituted under section 11 of the Ordinance: (c) "Chairman" means the Chairman of the Authority; (d) "Member" means a member of the Authority and includes the Chairman; (e) "Ordinance" means the Companies Ordinance, 1984 (XLVII of 1984); and (f) "Section" means a section of ordinance. "Member" means a member of the Authority and includes the Chairman; (2) All other terms and expressions used but not defined in these rules shall have the same meanings as in the Ordinance. 3. Consideration of questions by circulation.--- The Chairman may, by general or special order. direct that any matter which is required to be considered by the Authority in a meeting may be disposed of by circulation instead of at a meeting of the Authority. 4. Mode of submission of applications, etc.--- Unless otherwise prescribed, an application made to the Authority shall be: (i) duly signed, dated and verified by an affidavit by the person making it and, in the case of a company signed and verified by its chief executive or director, secretary or liquidator; (ii) neatly and legibly written, typed or printed, shall precisely set out the facts, grounds and claims or relief applied for in serially numbered paragraphs and specify. the relevant provisions of law under which action or relief is applied for: (iii) accompanied by documents referred to or relief upon and, in the case of a

petition for review of or an appeal against, any order of decision, by a certified copy of such order or decision; (iv) accompanied by three spare copies, duly signed. dated and verified and accompanied by the documents as aforesaid: and (v) accompanied by the original receipt for the fee for an application as specified in the Sixth Schedule to the Ordinance; 5. Manner of disposal of application, etc.--- On receipt of an application, the Authority shall. unless it rejects or dismisses the same in time or returns it for removal of any defect or shore-coining or otherwise disposes of the same, institute such enquiries or proceedings in respect of any matter as may, in the opinion of the Authority be necessary to obtain the information or evidence respecting any matter concerning the application and may provide an opportunity to the applicant or any other person interested in the matter of being heard before arriving at a decision. 6. Appearance by authorised representative.--- Any person who is entitled or required to attend before the Authority. in connection with any proceeding under the Ordinance, otherwise than when required to attend personally, may be represented at such attendance by a duly authorised Advocate, a member of the institute of Chartered Accountants of Pakistan or the Institute of Cost and Management Accountants of Pakistan Practitioning in Pakistan or a director or officer of the company or any other person authorised in writing in this behalf by the person so entitled or required to attend. 7. Authentication of orders and decisions of the Authority.--- All order and decisions of the Authority,, shall be authenticated by the signature of an officer of the Authority, empowered in this behalf by the Authority. 8. Seal of the .Authority.---There shall be an official seal of the Authority which shall be affixed on such documents and in such manner as may be specified by the Authority.

The Gazette

of Pakistan

EXTRAORDINARY PUBLISHED BY AUTHORITY
ISLAMABAD, DECEMBER 14, 1985 THE COMPANIES (GENERAL PROVISIONS AND FORMS) RULES, 1985 S.R.O. 1235(1)/85. - In exercise of the powers conferred by section 506 of the Companies Ordinance, 1984 (XLVII of 1984), the Federal Government is pleased to make the following rules, the same having been published previously as required by the said section, namely:1. Short title and commencement. - (1) These rules may be called the

Companies (General Provisions and Forms) Rules, 1985. (2) 2. They shall come into force at once. Definitions. - (1) In these rules, unless there is anything repugnant

in the subject or context,(i) (ii) “application” includes an application, petition or appeal; “charge” includes a mortgage, an interest created in consequence of an agreement for redeemable capital, term finance, participation term certificate, musharika, lease or hire, hire-purchase or any other similar interest in the assets of a company; “electronic document” includes information, forms, records, vouchers, registers, orders, returns, applications, documents,

1 [(iia)

1

Inserted through S.R.O.10 (I)/2007, dated 5.1.2007

papers, statements, quarterly accounts, annual communications or transactions in electronic form; (iib)

accounts,

“e-service” means any service or means provided by the Commission for the lodging or filing of electronic documents;] “form” means a form set out in any of the schedules to the Ordinance or hereto annexed; “Ordinance” means the Companies Ordinance, 1984 (XLVII of 1984); “registrar concerned” means the registrar in charge of the registration office in which the company is registered or in whose territorial jurisdiction the registered office, or, where a company is to be registered, the proposed registered office, is situate; “responsible officer” in relation to a company, means (a) (b) (c) (d) the chief executive of the company; a director of the company; the secretary of the company; any other officer of the company who is declared by the 2 [Commission] in writing as a responsible officer of the company for the purposes of these rules; in the case of a company in relation to which an administrator has been appointed under sub-section (1) of section 295, the administrator of such company; or in the case of a company in liquidation, the liquidator of such company.

(iii)

(iv)

(v)

(vi)

(e)

(f)

(vii)

“Schedule” means a schedule to the Ordinance;

(viii) “seal” means the common seal of the company; and (ix)
2

“section” means a section of the Ordinance.

Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003.

(2)

All other terms and expressions used but not defined in these rules

shall have the same meaning as assigned to them in the Ordinance.
3 [2A.

Additional particulars to be specified by a subscriber.- In

addition to the particulars to be added as contained in clause (c) of sub-section (1) of section 19 and clause (c) of sub-section (1) of section 27, a subscriber shall specify his national identity card number or in the case of foreign national, his passport number: Provided that in case of a person other than a natural person, the address of its registered office or principal office shall be specified and the authorized representative signing the documents shall also add his particulars as stated in this rule.] 3. Application for confirmation of alteration of memorandum under

section 21.- (1) An application for confirmation of the alteration of any of the provisions of the memorandum of the company under sub-section (2) of section 21 shall be submitted to the 4 [Commission] by a responsible officer not later than sixty days from the date on which the special resolution seeking such alteration was passed. (2) The application shall contain the following information correct as

on the day immediately preceding the day of the passing of the special resolution and signed by a responsible officer, namely: (i) (ii) name and address of the company; number and date of incorporation;

3
4

Inserted by Notification S.R.O.1003 (I)/2003, dated the 29th October, 2003. Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003.

(iii) (iv) (v)

subscribed and paid-up capital; redeemable capital; business actually being carried on and the clause in the memorandum justifying it; 5 [and] reasons for the proposed alteration 7 [.]

6 [(vi)] 8[

] The following documents correct as on the day immediately

(3)

preceding the day of the passing of the special resolution and certified by a responsible officer shall be submitted along with the application, namely: (i) (ii) (iii) a copy of the memorandum and the articles; a copy of the special resolution; minutes of the meeting at which the special resolution was adopted; particulars of dissenting shareholders or creditors together with their objections; a copy of the latest audited balance sheet; statement in comparative form showing the existing provisions of the memorandum as are proposed to be altered and the provisions as would appear after the proposed alterations have been made, indicating the clause of sub-section (1) of section 21 under which each alteration is considered permissible by the company along with brief reasons explaining how it considers it permissible; pattern of holding of its shares in Form 34;

(iv)

(v)
9 [(vi)

(vii)
5 6

Added by Notification SRO. 687(I)/2003, dated the 7th July, 2003 Renumbered clause (vii) as clause (vi) by Notification SRO. 687(I)/2003, dated the 7th July, 2003. 7 Full stop substituted for semi colon by Notification SRO. 687(I)/2003, dated the 7th July, 2003. 8 Clauses (vi), (vii), (viii), (ix) and (x) omitted by Notification SRO. 687(I)/2003, dated the 7th July, 2003. 9 Clauses (vi) to (ix) added by Notification S.R.O. 687 (I)/2003, dated the 7th July, 2003.

(viii) names and addresses of each of its creditors to whom an amount exceeding fifty thousand rupees is due with the amount mentioned against each along with their consent to the alteration; and (ix) 4. names and addresses of the persons likely to be affected along with their consent to the alteration.] Registration of memorandum, etc., under section 30.- (1) The

memorandum and the articles filed under sub-section (1) of section 30, shall be properly stamped as required by the Stamp Act, 1899 (II of 1899), and shall be accompanied by three copies thereof duly subscribed and witnessed along with the declaration made under sub-section (2) of that section. (2) The declaration required to be made under sub-section (2) of

section 30 shall be made in form 1 by a person engaged in the formation of the company who is(i) an advocate, entitled to appear before any High Court in Pakistan or the Supreme Court; or a member of the Institute of Chartered Accountants of Pakistan or the Institute of Cost and Management Accountants of Pakistan practising in Pakistan; or a person named in the articles as a director or other officer of the company. The registrar may require any person who makes a declaration

(ii)

(iii)

(3)

under sub-section (2) of section 30 or is a promoter or director of the proposed company or is a witness to the signatures of the subscribers to the memorandum to furnish such information, clarification or document as he may deem necessary to satisfy himself for purposes of sub-section (3) of that section. 5. Enquiries as to availability of company names for registration

under sections 37 and 38.- The promoters of a company desirous of having a

company registered, or a responsible officer of a company intending to change its name, may make an application to the registrar concerned asking for information as to whether the proposed name is or is not available for adoption, and the registrar shall, subject to the provisions of sub-section (4) of section 37 and of section 38, furnish the information ordinarily within the application. 6. Application for grant of a licence under section 42 in case of
10 [two]

days of the receipt of

charitable and other associations.– (1) The promoters or members of an association desirous of obtaining a licence under section 42 shall make an application to the
11 [Commission]

in writing duly singed by them or by any

person authorized by the association in this behalf. (2) (a) The application shall be accompanied by – three copies of the draft memorandum and the articles of the proposed association; a list of promoters of the association with their occupations and addresses; a declaration by a person specified in sub-rule (2) of rule 4 to the effect that he has scrutinized the application and the accompanying documents, and that he is satisfied that the same are drawn up in conformity with the provisions of the Ordinance and fulfill the conditions for the grant of licence laid therein and these rules; the names of companies, associations and other institutions in which the promoters of the proposed association hold any office stating the office held in each case; if the association is already in existence, a copy each of the audited balance-sheet, income and expenditure account and the annual report on the working of the association for the financial year immediately preceding the date of the application;

(b)

(c)

(d)

(e)

10
11

Substituted for the word “ten” by Notification S.R.O. 687(I)/2003, dated the 7th July, 2003. Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003.

(f)

an estimate of the future annual income and expenditure of the proposed company, specifying the sources of income and objects of expenditure; and a brief statement of the work already done by the association or proposed to be done after its being granted the licence and registration. The
12 [Commission]

(g)

(3)

on being satisfied, after such enquiry and after

obtaining such further information as it may consider necessary, that it shall be in the public interest so to do, may grant the licence applied for subject to such conditions as it may deem fit to impose. (4) of the In particular and without prejudice to the generality of the power under section 42 and sub-rule (3), a licence shall be

13 [Commission]

granted subject, besides others, to the following conditions, namely:(i) (ii) the association shall be formed as a public company; payment of remuneration for services or otherwise to its members, whether holding an office in the company or not, shall be prohibited; no change in the memorandum and the articles shall be made except with the prior approval of the 14 [Commission]; the limit of liability of its members shall not be less than a reasonable amount having regard to all the circumstances of the case; and patronage of any government or authority, express or implied, shall not be claimed unless such government or authority has signified its consent thereto in writing.

(iii)

(iv)

(v)

Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003. Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003. 14 Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003.
12 13

(5)

The conditions imposed under sub-rule (4) shall be included in the

memorandum. 7. Conversion of a public company into a private company under

section 44.- Where the alteration of the articles of a company has the effect of converting a public company into a private company, the company shall, not later than sixty days from the date on which the special resolution seeking such alteration was passed, make an application in Form 2 to the its approval under section 44. 8. Service of documents on public functionaries. - An application or
16 [Commission] 15 [Commission]

for

any document submitted to the

or the registrar in pursuance to

or for the purposes of any of the provisions of the Ordinance 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. 9. Mode of submission of returns and applications to the document, statement, return, report, communication or
18 [Commission]

17 [Commission].—A

application required to be submitted to the may be sent to the
19 [Commission]

or a Stock Exchange,

or the Stock Exchange at its headquarters by

registered post or by delivery either in person or through an agent, against an acknowledgment of receipt.
20 [9A.

Mode of submission of documents to the Commission or the

Registrar.- Any document required to be filed or lodged with the Commission or the Registrar under the Ordinance may be submitted electronically.

Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003. Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003. 17 Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003. 18 Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003. 19 Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003. 20 Inserted through SRO 10(I)/2007, dated January 5, 2007
15 16

9B.

Supply of additional information.- Any additional information

required to be submitted along with any form to be filed under the Ordinance may also be submitted through electronic means. 9C. Authentication of forms.- Any form prescribed under these rules

shall be authenticated by the companies by affixing electronic signature or advanced electronic signature, as defined under the Electronic Transactions Ordinance, 2002, (LI of 2002). 9D. Filing of electronic documents.The filing of electronic

documents with the Commission or the registrar, as the case may be, shall be made from the date of launching of any E-Services Project of the Commission (hereinafter referred to as the effective date), provided that for a period to be determined by the Commission from time to time, the submission of documents in paper form shall be permissible. 9E. Filing of additional documents in scanned form.From the

effective date specified under rule 9D, the company shall file any additional document required to be submitted to the Commission or the registrar under the Ordinance, in a scanned form. 9F. Mode of payment.- The fee for the filing of documents may be

paid through any of the acceptable methods of payment specified by the Commission from time to time. 9G. Electronic filing of documents.- (1) The Commission may provide

e-service for the electronic filing or lodging of documents required under the Ordinance to be filed or lodged with the Commission or the registrar.

(2)

A copy of or an extract from any document electronically filed or

lodged with the Commission or the registrar under these rules or supplied or issued by the Commission or the registrar and certified to be a true copy thereof or extract therefrom under the hand and seal of an officer of the Commission or the registrar, shall be admissible in evidence in any proceedings as of equal validity as the original document. (3) Where a document is electronically filed or lodged with the

Commission or the registrar, the Commission or the registrar shall not be liable for any loss or damage suffered by any person by reason of any error or omission of whatever nature arising or appearing in any document obtained by any person under the e-service referred under these rules, if such error or omission was made in good faith and in the ordinary course of the discharge of the duties of the Commission or the registrar or occurred or arose as a result of any defect or breakdown in the service or in the equipment used for the provisions of the eservice.] 10. Circulation of reports and notices by companies.—Unless

otherwise provided by the Ordinance or these rules, any report, notice, statement, circular or other document required under the Ordinance or any rule made there under to be circulated, transmitted or forwarded to the members debenture-holders or creditors shall, unless it is delivered to the addressee personally against an acknowledgement or is sent by registered post, be sent, transmitted or forwarded by post under certificate of posting courier service]. 11. Submission of prospectus for approval of the
22 [Commission] 21 [or

through a

under section 57. --- An application for approval of a prospectus of a listed
21
22

Inserted by Notification S.R.O. 687(1)/2003 dated 7th July, 2003 Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003.

company or of a company which proposes to make an application to a stock exchange for the listing of its securities, submitted to the
23 [Commission]

under

sub-section (1) of section 57, shall be accompanied by three copies of the prospectus along with such certificates or other documents as are required to be appended thereto, and an affidavit affirming, among other things, that all the information in the prospectus and all other documents filed in connection with it is true and correct. 12. Verification of copies of contracts for purposes of section 73.---

Copies of contracts required to be filed with the registrar under sub-section (1) of section 73 shall be verified– (i) (ii) 13. by an affidavit of a responsible officer that these are true copies; or by a certification of the public officer having custody of the original document. Verification of copies for purposes of sections 121, 122, 123 and

129.-- A copy of every instrument or deed creating or evidencing any charge and required to be filed with the registrar in pursuance of section 121, 122, 123 or 129 shall be verified as follows, namely: (i) Where the instrument or deed relates, whether wholly or partly, to property situate in Pakistan, the copy shall be verified in the manner provided in rule 12; and Where the instrument or deed relates solely to property situate outside Pakistan, the copy shall be verified by an affidavit of a responsible officer of the company, or of a person interested in the mortgage or charge on behalf of any person other than the company, stating that it is a true copy.

(ii)

23

Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003.

14.

Application for extension in the period for holding annual

general meeting and laying balance–sheet, etc., therein under section 158 or 233. --- (1) An application for the grant of an extension in the time for -(i) holding any annual general meeting, not being the first such meeting, pursuant to the proviso to sub-section (1) of section 158; or laying before the annual general meeting a balance-sheet and profit and loss account or, in the case of a company not trading for profit, an income and expenditure account, pursuant to the proviso to sub section (1) of section 233;
24 [Commission]

(ii)

shall, in the case of a listed company, be submitted to the

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
25 [Commission],

as the case

may be, may for special reasons to be recorded, 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) (i) (ii) The application aforesaid shall state the registration number, name and address of the company; the date on which the last general meeting was held and the financial year for which the balance-sheet, profit and loss account and other statements and reports relating to accounts were laid at such meeting; the date up to which the annual general meeting is required to be held under and for the purposes of the said sections and the date up to which the balance-sheet and profit and loss account, and other statements and reports relating to accounts are required to be laid therein;

(iii)

24 25

Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003. Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003.

(iv)

reasons for not being able to hold the annual general meeting or laying the balance-sheet and profit and loss account at the general meeting by the date mentioned in clause (iii) and justification for extension in the period to the extent applied for; and 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 nonfinalization 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; and shall be accompanied by a copy of the last audited balance-sheet and profit and loss account. Approval of capital expenditure etc. by the directors.- The

(v)

(vi)

26 [14A.

amount of capital expenditure to be incurred on any single item and the amount of book value for the disposal of a fixed asset, for the purpose of clause (j) of subsection (2) of section 196, shall be exceeding one million rupees and one hundred thousand rupees respectively.

26

Rules 14A, 14B and 14C inserted by Notification S.R.O. 1003 (I)/2003, dated the 29th October, 2003.

27 [14B.

Qualifications of company secretary.- (1) The directors of a

public listed company shall take reasonable steps to ensure that the company secretary is a person who appears to them to have the requisite knowledge and experience to discharge his functions as company secretary, and who is: (a) a member of, (i) (ii) (b) a recognized body of professional accountants; or a recognized body of corporate or chartered secretaries; or

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 and having at least two years relevant experience 28 [; or] a retired government servant in BS-19 or equivalent or above with at least fifteen years service:] Provided that a person already engaged by a public listed company as company secretary before the 26th October, 2002, may continue in that capacity if he has an experience of not less than five years in that position.

29 [(c)

(2)

The company secretary of a single member company shall be a

person holding a bachelor degree from a university recognized by the Higher Education Commission.
27

Rule 14B substituted by Notification SRO 223(I)/2005, dated March 09, 2005. It was originally inserted by Notification S.R.O.1003 (I)/2003, dated the 29th October, 2003, as follows:

“14B. Qualifications of company secretary. The following shall be the qualifications of company secretary to be appointed in terms of section 204A namely: (a) (b) (c) a member of a recognized body of professional accountants; a member of a recognized body of corporate/chartered secretaries; a person holding a masters degree in Business Administration or Commerce or being a Law Graduate from a university recognized by Higher Education Commission and having at least two years relevant experience:

Provided that a person already engaged by a company as secretary before the 26th October, 2002 may continue in that capacity if he has an experience of not less than five years in that position.”
28 29

Substituted for colon by SRO 1014(I)/2005, dated September 28, 2005 Inserted by Notification SRO 1014(I)/2005, dated September 28, 2005

14C.

Particulars of directors and officers, etc.- (1) The following shall be

the particulars of directors and officers, including the chief executive, managing agent, secretary, chief accountant, auditors and legal adviser, for the purpose of sub-section (1) of section 205, namely:-(a) in the case of an individual, his present name in full, his father’s name, in the case of a married woman or a widow, the name of her husband or deceased husband, his national identity card number and in case of foreign national passport number, his usual residential address, nationality and, if that nationality is not the nationality of origin, nationality of origin and his business occupation, if any, and if he holds any other directorship or other office the particulars of such directorship or office; in the case of a person other than natural person, its name and address of registered or principal office, and particulars as stated in clause (a) of each of its directors or office bearers; and in the case of a firm, the full name, address and particulars as stated in clause (a) of each partner, and the date on which each became a partner.] Copy of resolution, etc., referred to in section 208 to be filed with and registrar. - A copy of every resolution passed pursuant

(b)

(c)

15. the

30 [Commission]

to section 208 together with the information and documents specified in Form 30 shall be filed with the
31 [Commission]

and the registrar concerned in the case of a

listed company, and with the registrar concerned in the case of any other company to which section 208 applies, within fifteen days from the passing of the said resolution.

30 31

Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003. Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003.

16.

Computation of amount to be tendered to a listed company by

certain beneficial owners under section 224. - (1) Any gain made from the purchase and sale, or sale and purchase, of a listed security within a period of less than six months, which is required to be reported to the
32 [Commission]

and

the registrar, and to be tendered to the company under section 224 shall be computed in the following manner, namely:-(a) the purchase at lowest rates shall be matched against the sales at highest rates prevailing within the six months, and the recoverable amount calculated with respect to every individual transaction by reference to the difference between the purchase price and the sale price of any purchase and sale, or sale and purchase disregarding any other transactions, that is to say, the lowest in rate and highest out rate of the purchases and sales or the sales and purchases shall be matched; and the purchases and sales shall be matched as aforesaid so long as the securities involved in the purchase and sale are of the same class and of the same listed company 33 [and for this purpose the shares shall be deemed as fungibles.] For the purpose of sub-rule (1), distribution of bonus shares and

(b)

34 [(2)

allotment of right shares by a listed company to an existing shareholder either on the basis of his entitlement or on account of purchase of right allotment letters from market shall not constitute a purchase .]

Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003. Inserted by Notification No. SRO 596(I)/2001, dated August 21, 2001. 34 Substituted by Notification No. SRO 596(I)/2001, dated August 21, 2001 for the following:
32 33

“(2) For the purpose of sub-rule (1) mere offer by a listed company to its existing shareholders for right shares and sale of the letter of right shall not be a purchase or sale, but the acceptance of the offer of right and subsequent acquisition of shares as also purchase of right allotment letters from the market shall be a purchase for the said purpose.”

(3)

Any loss arising out of any transaction in a listed security shall not

be setoff against the gain arising out of such security computed in the manner aforesaid: Provided that the amount of brokerage, stamp duty and other expenditure actually paid or incurred in making the gain may be deducted by the person by whom it is to be reported or tendered subject to production of such documentary evidence in support of the payment having been made or expenditure having been incurred as may be acceptable to the company. 17. Number of copies of accounts and reports to be filed with etc. -- For the purposes of sub-section (5) of section 233, sub-

35 [Commission],

section (1) of section 242 or sub-section (1) of section 245, as the case may be, there shall be filed, (a) in the case of a listed company, with the registrar concerned and the 36 [Commission] five copies of the annual or half-yearly accounts and balance-sheet and other reports referred to in the aforementioned provisions of the Ordinance; and in the case of a public company which is not a listed company, with the registrar concerned, five copies of the annual accounts and balance-sheet and other reports referred to in section 242. Auditor’s Report on the accounts of a company. —The auditors’

(b)

37 [17A.

report on the accounts and books of accounts and balance-sheet and profit and loss account of a company required by section 255 shall be in FORM 35-A; 17B. Auditors’ report on the accounts of a banking company.—The Auditors’ Report on the accounts and books of accounts and balance-sheet and

Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003. Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003. 37 Inserted by Notification S.R.O.897 (I)/86, dated September 28, 1986.
35 36

profit and loss account of a banking company required by section 255 shall be in FORM 35-B;]
38 [17C.

Auditors’ report on consolidated financial statements. --

The auditors’ report on consolidated financial statements required by sub-section (3) of section 237 shall be in Form 35-C and review report on the subsidiary accounts as required by sub-section (4) of section 237 shall be in Form 35-D.] 18. Application under section 263. – (1) Every application for

investigation into the affairs of a company under clause (a) or clause (b) of section 263 shall specify – (a) the name and address of the registered office of the company whose affairs are sought to be investigated; 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; 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; the precise and specific reasons for requesting the investigation with particulars of alleged irregularities; and 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. Every such application shall be accompanied by such documentary

(b)

(c)

(d)

(e)

(2)

evidence in support of the reasons for requesting the investigation and the alleged irregularities as is reasonably open to the applicants.

38

Inserted by Notification SRO. 1003 (I)/2003, dated the 29th October, 2003.

(3)

Every such application shall be singed 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
39 [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 necessary – (a) for the purpose of satisfying itself as to the veracity of the allegations made in the application; or for ascertaining any information which, in the opinion of the is necessary for enabling it to pass orders on the application; or
41 [Commission], 40 [Commission]

may consider

(b)

(c)

for ascertaining the eligibility of applicants or any one or more of them to make the application. Fee payable under section 269. --- The fee payable for furnishing a

19.

copy of the Inspector’s report in pursuance of clause (b) of sub-section (2) of section 269 shall be the fee as is payable to the registrar under the Sixth Schedule for the supply of a certified copy or extract of any document or register kept by the registrar. 20. Authentication of copy of Inspector’s report under section 278. ---

A copy of the report of an inspector or inspectors, shall, for the purposes of section 278, be authenticated either –

Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003. Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003. 41 Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003.
39 40

(a)

by a responsible officer under the seal of the company whose affairs have been investigated; or by a certificate of the custody of the report.
42 [Commission]

(b)

or the registrar having

21.

Manner of giving notice under section 289. -- (1) A notice required

to be given by a transferee company – (a) to any dissenting shareholder of the transferor company in pursuance of sub-section (1) of section 289; or 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 that section;

(b)

shall be given in the manner provided in section 50 and rule 10 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 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 289. 22. Certification of documents for the purposes of section 451. --- (1)

A copy of any charter, statute, memorandum, articles or other instrument, constituting or defining the constitution of a foreign company required to be filed with the registrar under clause a of sub-section (1) of section 451 shall be duly certified to be a true copy by – (a) the public officer in the country where the company is incorporated to whose custody the original is committed; or

42

Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003.

(b)

a Notary public of the country where the company is incorporated; or an affidavit of a responsible officer of the company in the country where the company is incorporated. The signature and seal of the official referred to in clause (a) of sub-

(c)

(2)

rule (1) or the certificate of the Notary Public referred to in clause (b) of that subrule shall be authenticated by a Pakistan diplomatic consular or consulate officer. (3) The certificate of the officer of the company referred to in clause (c)

of sub-rule (1) shall be singed before a Pakistan diplomatic consular or consulate officer. 23. Certification of translation under sections 451, 452 and 453 and

number of copies of balance-sheet, etc., to be filed with registrar under section 453. --- (1) The translation into English or Urdu of documents required to be filed with the registrar in pursuance of section 451, 452 or 453 shall be certified to be correct translation of the original in the manner provided in sub-rule (2) or subrule (3), as the case may require. (2) Where any such translation is made outside Pakistan, it shall be

authenticated by the signature and seal, if any, of --(a) the public officer in the country where the company is incorporated to whose custody the original is committed; or a Notary Public of the country where the company is incorporated:

(b)

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. (4) For purposes of sub-section (1) of section 453, there shall be filed

with the registrar concerned five copies of the balance-sheet and profit and loss account referred to therein. 24. Maximum fees to be charged by companies. --- The fee to be

charged by a company under sections 136, 150, 471 or any other provision of the Ordinance for inspection of any document or register or for the supply of any copy thereof to a person, other than a creditor or member of the company, shall not exceed the fee specified in the Sixth 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. 25. Persons authorised to represent in proceedings under sections

476, 477 and 484. --- (1) Except as otherwise provided in the Ordinance, the following persons shall be entitled to appear before the Federal Government or the
43 [Commission]

or the registrar in any proceedings under sub-section (3) of

section 476 or sub-section (1) of section 477 or section 484, namely:(a) If the proceedings are against a company, --44 [(i)

the chief executive of the company; or] any other person who could make a declaration under subrule (2) of rule 4 and who is authorised in writing by the company for the purpose; [or] 45 secretary of the company; or

(ii)

46 [(iii)

Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003. Substituted by Notification S.R.O. 687 (I)/2003, dated the 7th July, 2003, for the following:“(i) a responsible officer of the company; or” 45 Substituted for the word “and” by Notification S.R.O.687 (I)/2003, dated the 7th July, 2003
43 44

(iv)

such other person who possesses the qualification specified 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) (ii) the officer or person so alleged; or unless otherwise required by the Federal government, the 47 [Commission] or the registrar, any other person who could make a declaration under sub-rule (2) of rule 4, duly authorised in writing by the said officer or person for the purpose of the proceedings.

(2)

Where a person authorised under sub-section (ii) of clause (a) or (b)

of sub-rule (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 be, prior to the proceedings. 26. Forms prescribed under section 504. --- (1) The forms hereto
48 [Commission]

or the registrar as the case may

annexed shall be used in all matters to which the forms relate. (2) For the purpose of sub-rule (1), any form in the Schedules shall be deemed annexed to these rules. 27. Translation of documents other than those under Part XIV of the

Ordinance. -- If any document or portion of any document required to be filed or registered with the registrar or containing any fact required to be recorded by him in pursuance of any provision contained in any part of the Ordinance (except Part XIV) is not in English language or in Urdu language, a translation of that document or portion either in English language or in Urdu language
Added by Notification S.R.O.687 (I)/2003, dated the 7th July,2003 Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003. 48 Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003.
46 47

certified in the manner provided in sub-rule (3) of rule 23 to be correct translation thereof, shall be attached to each copy of the document which is furnished to the registrar. 28. Signing and authentication of applications, documents, etc. --- All

applications and documents filed with or sent to the Federal Government, the
49 [Commission]

or the registrar, by or on behalf of the company, shall, unless

otherwise required by any provision of the Ordinance or these rules, be signed and verified by a responsible officer or, in the case of any individual entitled to submit an application, by such individual, and the Federal Government, the
50 [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 application as it or he may deem necessary. 29. Prescribed particulars. -- The particulars contained in the forms are

hereby prescribed as the particulars, if any, required under the relevant provision or provisions of the Ordinance. 30. Mode of submission of applications, etc. - Every application made
51 [Commission]

to the registrar, the

or the Federal Government shall, in addition

to complying with any other requirement of the Ordinance or the rules, be – (i) duly singed and verified by an affidavit by the 52 [applicant indicating complete name and address] and, in the case of a company, signed and verified by an affidavit by a responsible officer of the company;

Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003. Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003. 51 Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003. 52 Substituted for the words “person making it” by Notification S.R.O. 687 (I)/2003, dated the 7th July, 2003
49 50

(ii)

neatly and legibly written, 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 Ordinance under which action or relief is applied for; 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 certified copy of such order or decision; accompanied by one spare copy, duly signed, dated and verified and accompanied by copies of the documents as aforesaid; and accompanied by the original paid for the application.
53 [bank

(iii)

(iv)

(v)

challan or draft] for the fee

31.

Interpretation of the requirements of the Schedules and forms.-

For the application and interpretation of the requirements of the schedules or forms, unless the subject or context otherwise requires, the following shall apply, namely: (a) 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; 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 the actual requirements shall be included instead of the information required to be stated.

(b)

53

Substituted for the words “receipt of the treasury or bank”, by Notification S.R.O. 687 (I)/2003, dated the 7th July, 2003

32.

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 54 [Commission] and the registrar concerned; in the case of an application made to the 55 [Commission] or the registrar who is head of the organisation for the registration of companies in Pakistan, to the registrar concerned;

(ii)

and this fact shall be stated in the application 33. Mode of furnishing of returns to the
56 [Commission].-

Any

person required by or under any provision of the Ordinance or these rules to furnish any document, statement, return or report to the
57 [Commission]

shall

deliver it, either in person or through an agent, against receipt, to the
58 [Commission]

or send it to the

59 [Commission]

by registered post at its

Headquarters at Islamabad. 34. Payment of fees, etc.- Except as otherwise provided in the

Ordinance, all fees, charges and other sums payable, paid or realized under the Ordinance or any rules or regulations made or notification issued there under or under any order of the Federal Government, the
60 [Commission]

or the registrar
61 [Commission

under the Ordinance or the rules shall be accounted for to the

Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003. Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003. 56 Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003. 57 Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003. 58 Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003. 59 Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003. 60 Substituted for the word “Authority” by Notification SRO 687(I)/2003, dated July 7, 2003. 61 Substituted for the words “Federal Government in the State Bank of Pakistan or in any other bank acting as agent of the State Bank of Pakistan or a Government Treasury for credit to the head of Account ‘1200- Receipts from Civil Administration and Other Functions, 1210-Receipts from General Administration 1213-Economic Regulation – Receipts under the Companies
54 55

and deposited with a designated bank branch specified by the Commission for the purpose and the original receipt thereof shall be furnished to the Commission] officer or the registrar concerned, as the case may be, alongwith the document or application for which the same is payable or the other communication intimating payment.
62 [35.

Penalty for contravention of these rules.- Whoever fails or refuses

to comply with, or contravenes any provision of these rules, or knowingly and willfully authorises or permits such failure, refusal or contravention shall, in addition to any other liability under the Ordinance, be also punishable with fine and, in the case of continuing failure, to a further fine, as provided in sub-section (2) of section 506.] 36. Powers of the Federal Government to relax rules.—Where the

Federal Government is satisfied that it is not practicable or necessary to comply with the requirements of rule 22, 23 or 27 in any particular case or class of cases, the Federal Government may, for reasons to be recorded, relax the rule in the case of such company or class of companies subject to such conditions, if any, as may be imposed by the Federal Government in that behalf. 37. Repeal. - The Companies Rules, 1941 are hereby repealed.

Ordinance’ and the original receipts thereof shall be furnished to the Federal Government, the Authority” by Notification SRO 687(I)/2003, dated July 07, 2003. 62 Substituted by Notification SRO 687(I)/2003, dated July 07, 2003 for the following: “35. Penalty for contravention of these rules.- Whoever fails or refuses to comply with, or contravenes any provision of these rules, or knowingly and wilfully authorises or permits such failure, refusal or contravention shall, in addition to any other liability under the Ordinance, be also punishable with fine not exceeding two thousands rupees, and, in case of continuing failure, to a further fine, not exceeding one hundred rupees for every day during which the default continues.” Disclaimer
The Securities and Exchange Commission of Pakistan, as a matter of policy, disclaims responsibility of any error or omission in this publication. To avoid any doubt, the reader is advised to cross-check with original text notified in the official Gazette. Although every care has been taken in the publication, the Securities and Exchange Commission of Pakistan shall not be responsible for loss or damage caused to any person on account of errors or omissions, which might have crept in.

Companies (General Provisions & Forms) Rules 1985
Form 1. 2. Title Declaration of applicant for incorporation Application to the securities and exchange commission of Pakistan for the approval of conversion of a public company into a private company Return of allotments Particulars of oral contract relating to shares Statement of the amount or rate per cent of the commission payable in respect of shares / debentures and of the number of the shares / debentures for which persons have agreed to subscribe for absolutely or conditionally Notice of consolidation, division or sub-division of shares, specifying the shares so consolidated, divided or subdivided or the cancellation of shares (otherwise than in connection with a reduction of share capital under Section 96 of the Companies Ordinance, 1984) Notice of increase in nominal share capital Notice of increase in number of members Section/Rule Section 30(2), Rule 4 Section 44, Rule 7

3. 4. 5.

Section 73(1) Section 73(2) Section 82

6.

Sections 92, 93

7. 8.

Sections 92, 94 Section 94

9.

Notice of the court’s order disallowing / confirming the variations of the rights of holders of/special class of shares

Section 108(5)

10. Particulars of mortgages, charges, etc. 11. Particulars of mortgage or charge subject to which property has been acquired 12. Register of mortgages, etc. and of memorandum of satisfaction thereof 13. Registration of entire series of debentures/redeemable capital 14. Particulars of an issue of redeemable capital/debentures in a series when more than one issue in the series is made 15. Chronological index of mortgages, charges, etc. registered with registrar 16. Particulars of modification of mortgages, charges, etc.

Sections 121, 129, 463 Sections 122, 463

Sections 125, 129, 132, 133, 137 Sections 123, 124, 463 Sections 123, 463

Section 126

Sections 129(3), 463

17. Memorandum of complete Sections 132, 463 satisfaction of mortgage, charges, etc. 18. Notice of appointment of receiver or manager 19. Notice to be given by receiver/manager on ceasing to act as such 20. Receivers or managers abstracts Sections 137, 464 Sections 138(1), 464

Sections 138, 464

of receipts and payments 21. Notice of situation of registered office or any changes therein Section 142

22. Declaration with the compliance Section 146 with the conditions of Section 146 of the Companies Ordinance, 1984 before commencing business in case of a company issuing prospectus 23. Declaration before commencing business in case of a company filing statement in lieu of prospectus 24. Notice of rectification of register of members 25. Statutory report 26. Special resolution 27. List of persons consenting to act as directors 28. Consent to act as director/chief executive 29. Particulars of directors and officers, including the chief executive, managing agent, secretary, chief accountant, auditors and legal advisers, or of any change therein 30. Resolution passed by members pursuant to Section 208 31. Return containing particulars of beneficial ownership of listed securities Section 146(1)(e)

Section 154 Section 157 Section 172 Section 184 Section 184 Section 205

Section 208, Rule 15 Section 222

32. Return of change of beneficial ownership of listed securities and making of gains 33. Notice of address at which books of accounts are maintained 34. Pattern of shareholding 35. Application for extension in the period for payment of dividend 35A Auditors’ report to the members

Sections 222, 224

Sections 230(1), 464 Sections 236(1), 464 Section 251(2) Section 255(3), Rule 17A

35B Auditors’ report to the members Section 255(3), Rule or directors in case of branches of 17B foreign banks 35C Auditors’ report on consolidated financial statements 35D Review report on interim financial statements of subsidiary 36. Notice to dissenting shareholders Rule 17C Rule 17C Section 289

37. Information to be furnished in Section 289(5), Rule relation to any offer of a scheme 21 or contract involving the transfer of shares or any class of shares in the transferor company to the transferee company 38. Documents (charter / statute / memorandum and articles, etc.) delivered for registration by a foreign company 39. Return showing address of the registered or principal office of a foreign company or of any change therein Section 452(1)(a), Rules 22, 23

Sections 451(1)(b), 452(b)

40. Return showing particulars of directors, chief executive and secretaries (if any) of a foreign company or of any alteration therein 41. Return showing particulars of principal officer of a foreign company or of any change therein 42. Return showing particulars of persons resident in Pakistan authorised to accept service on behalf of a foreign company of any alteration therein 43. Return showing address of the principal place of business in Pakistan of a foreign company or of any change therein 44. Return of alteration in charter, etc. of a foreign company 45. List of places of business established by a foreign company in Pakistan and submission of accounts by foreign companies 46. Notice by a foreign company on ceasing to have any place of business in Pakistan

Sections 451(1)(c), 452(c)

Sections 451(1)(d), 452(d)

Sections 451(1)(e), 452(e)

Sections 451(1)(f), 452(f)

Section 452(a), Rules 22, 23 Section 453(1)

Section 458

FORM 1 THE COMPANIES ORDINANCE, 1984 (Section 30(2) and rule 4) DECLARATION OF APPLICANT FOR INCORPORATION Please complete in typescript or in bold block capitals. 1. 2. 3. Name of the Company Presented by Fee Paid (Rs.) Name & Branch of the Bank Day 4. Receipt No. Date (Bank Challan to be attached in original) 5. Declarant’s Name & Designation Delcarant’s Father Name
Profession/ Designation (delete the portion not applicable) Advocate entitled to appear before a High Court/ Supreme Court/ Chartered Accountant/ Cost & Management Accountant practicing in Pakistan engaged in the formation of this company/ a person named in the articles as Director/ Officer of the proposed company. I do hereby solemnly and sincerely declare that: a) I am the above named declarant; b) all the requirements of the Companies Ordinance, 1984, and the rules made there under in respect of matters precedent to the registration of the said Company and incidental thereto have been complied with and c) I make this solemn declaration conscientiously believing the same to be true.

Month

Year

6.

7.

8.

Declaration

9. Signature of Declarant

10. N.I.C No. of Declarant

11. Signature of Witness 12. Name and Father’s Name of the witness 13. N.I.C No. of the witness 14. Address of the witness Day 15. Date Month Year

FORM 2 THE COMPANIES ORDINANCE, 1984 (Section 44 and rule 7) APPLICATION TO THE SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN FOR THE APPROVAL OF CONVERSION OF A PUBLIC COMPANY INTO A PRIVATE COMPANY Please complete in typescript or in bold block capitals. 1. Incorporation Number

2.

Name of the Company

3.

Existing capital structure of the Company (An attested copy of the memorandum and the articles and the latest audited balance-sheet and profit and loss account should be attached).

4.

Precise reasons for conversion.

5. 6.

Number of members at the time decision for conversion was taken. Names and addresses of the major creditors indicating the amount due to each. Names & voting power of the members present at the meeting in which the decision was taken. Names of the members of the company who voted in favour of the proposal for conversion and their respective shareholding and proxies held by them. Names of members, if any, who voted against the proposal for conversion and their respective shareholding and proxies held by them. (Their objection should also be stated in detail and an attested copy of the minutes of the meeting attached).

(list to be attached)

7.

(list to be attached)

8.

(list to be attached)

9.

10.

Date of filing of the special resolution with Registrar (copy of resolution be attached) Name & Branch of the Bank Day Month Year Date (Bank Challan to be attached in original).
I do hereby solemnly and sincerely declare that: a) I am the Chief Executive/Secretary of this company; b) the information submitted in this application is correct and

11. Fee paid Rs. 12. 13. Receipt No. Verification

that nothing has been withheld or suppressed; and c) I make this solemn declaration conscientiously believing the same to be true.
14. Signature of Chief Executive/Secretary

15. Name and designation

16. N.I.C No. of signatory Day 17. Date Month Year

FORM 3 THE COMPANIES ORDINANCE, 1984 [Section 73 (1)] RETURN OF ALLOTMENTS Please complete in typescript or in bold block capitals. 1. Incorporation Number

2. 3.

Name of the Company Fee Paid (Rs.) Name & Branch of The Bank Day Month Year

4.

Receipt No.

Date (Bank Challan to be attached in original)

5. 6.

Authorized Capital Paid up Capital (Inclusive of present allotment) (Strike out which is not applicable) Ordinary / Preference (Strike out which is not applicable) Ordinary Class A Ordinary Class B Preferred: Participatory: Redeemable at company’s option Preferred: Non Participatory: Non Redeemable Preferred: Non Participatory: Redeemable at company’s option Preferred: Non Participatory: Redeemable at Shareholder’s option Preferred: Participatory: Redeemable at Shareholder’s option Day Month Year

7.

Kind of Shares

8.

Class of Shares

9. 10.
10.1

Date of Allotment PART A.— SHARES ALLOTTED PAYABLE IN CASH
No of shares (indicating class, if any)

Per share (Rs) 10.2. 10.3. 10. 4. 10. 5. 10.6 10.7 Nominal amount Premium Discount Total (10.2 to 10.4) Allotment in foreign currency Allotment in local currency

Total Amount (Rs)

11. PART B - SHARES ALLOTTED FOR A CONSIDERATION OTHERWISE THAN IN CASH 11.1 No of shares (indicating class, if any) Per share (Rs) 11.2. 11.3. 11. 4. 11. 5. Nominal amount Premium Discount Total (11.2 to 11.4) Total Amount (Rs)

11.6. 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) Rs. 11.7. Amount, if any, received in cash against shares allotted partly for consideration other than cash PART C—ALLOTTMENT OF BONUS SHARES No of shares (indicating class, if any) Per share (Rs) 12.2. 12.3. Nominal amount Amount treated as paid up Day 12.4. Particulars of resolution of Board of directors/shareholders Resolution No Date Month Year Total Amount (Rs)

12. 12.1

(An attested copy of the resolution authorizing the issue of the bonus shares should be attached) 13. PART D—NAMES, ADDRESSES, OCCUPATIONS, ETC. OF THE ALLOTTEES. Date of allotment (1) Name of allotee in full (2) Father's/ husband's name (3) Occupation of the allottee (4) Address of the allottee (5) Number of NIC No./Passport shares allotted No. (6) (7)

14. Signatures of Chief Executive/Secretary

15. Name of signatory 16. Designation of signatory

17. NIC Number of signatory Date 18. Date Note 1.—When a return includes several allotments made on different dates, the actual dates of all such allotments should be entered at the top of the front page and the return should be filed within one month of the first date of allotment. Note 2.—Where allotment of shares at a discount is reported, a duly authenticated copy of the resolution for the-issue of shares at a discount with a copy of authorization by the Securities and Exchange Commission of Pakistan, wherever required, should be attached. Note 3.— Where shares have been allotted for a consideration otherwise than in cash, there shall, at the time of filing of the return of allotment.— (i) be produced for the inspection and examination by the Registrar a 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; and be filed with the registrar copies verified in the manner prescribed in rule 13 for the verification of such contracts; or where such contract is not reduced to writing, there shall be filed with the registrar, particulars of such contracts in Form 4 duly stamped properly. Month Year

(ii)

(iii)

Note 4.—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 hirepurchase shall be reported in Part-B and copies of the relevant documents submitted with the return.

FORM 4 THE COMPANIES ORDINANCE, 1984 [Section 73 (2)] PARTICULARS OF ORAL CONTRACT RELATING TO SHARES (The particulars must be stamped with the same stamp duty as would have been payable if the contract had been reduced to writing) Please complete in typescript or in bold block capitals. 1. Incorporation Number

2. 3.

Name of the Company Fee Paid (Rs.) Name & Branch of The Bank Day Month Date (Bank challan to be attached in original) Year

4.

Receipt No.

5. PARTICULARS OF CONTRACT RELATING TO SHARES ALLOTTED OTHERWISE THAN IN CASH
5.1 Total number of shares allotted as fully or partly paid-up otherwise than in cash 5.2. Nominal amount of each such share 5.3. Amount to be considered as paid-up on each such share otherwise than in cash 5.4. Total amount to be considered as paid-up on all such shares 5.5. If the consideration for the allotment of such shares is services, or any consideration other than that mentioned below in (6), state the precise nature of such consideration and the number of shares so allotted. 5.6. If the allotment is made in satisfaction or part satisfaction of the purchase price of property, give a brief description of such property, and full particulars of the manner in which the purchase price is to be satisfied. Rs.

Rs. Rs. Rs.

a. Brief description of property.

b. Purchase price:

b. (i) Number of shares allotted

Total amount considered as paid on the shares allotted otherwise than in cash

Rs.

b. (ii) Redeemable Capital/debentures issued b. (iii) Cash

Rs.

b(iv) Amount of debt released or liabilities assumed by the purchaser (including mortgages on property acquired) Rs.

6. Total purchase price 7.

Give full particulars of the property which is the subject of the sale, showing in detail how the total purchase price is apportioned between the respective heads;

7.1 Immovable property held in absolute ownership by the Company and fixed plant and machinery and other fixtures thereon 7.2 Leasehold property and fixed plant and machinery on leasehold property (including tenants, trade and other fixtures).

7.3 Other interest in immovable property (Where property acquired /sold subject to a charge or mortgage, the nature of such charge or mortgage with the gross value and liabilities appertaining thereto should be added.) 7.4 Loose plant and machinery, stock-in-trade and other chattels (No plant or machinery, which was not in actual state of severance on the date of sale, should be mentioned.) 7.5 Goodwill and benefit of contracts 7.6 7.7 Patents designs, trade marks, licences, copyrights Book and other debts

7.8 Cash in hand and at Bank on current accounts, bills, notes, etc 7.9 Cash on deposit at Bank or elsewhere 7.10 Shares, Modaraba Certificates, participation term certificates / debentures and other securities 7.11 Any other property 8. Particulars of person with whom contract made

8.1 Name

8.2 Father’s Name 8.3 N.I.C No. 8.4 Occupation 8.5 Address 9. Mode of making the contract

10. Date of making the contract 11.Mode and basis of valuation of the property, etc. 12. Signature of Chief Executive/ Secretary 13. Name of Signatory 14. Designation 15. N.I.C Number of signatory Day 16. Date Month Year

FORM 5 THE COMPANIES ORDINANCE, 1984 [Section 82] STA T EMENT OF THE AMOUNT OR RA TE PER CENT OF THE COMMISSION PA YABLE IN R ESPECT OF SHAR ES / DEB ENTUR ES AND OF TH E NU MBER OF TH E SHAR ES / DEB ENTURES FOR WH ICH PERSON S HA VE AGR EED TO SUB SCR IBE FOR ABSOLUTELY OR CONDITIONALLY Please complete in typescript or in bold block capitals. 1. Incorporation Number

2. 3.

Name of the Company Fee Paid (Rs.) Name & Branch of The Bank Month Year

4. 5.

Day Date (Bank challan to be attached in original) Clause of Articles of Association authorising commission:Receipt No.

6.

Particulars of amount paid or payable as commission for subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for any shares in the company: Mode of payment

6.1 Commission paid 6.2 Commission payable 6.3 Rate of commission

Rs. Rs. per cent

7.

Day 8. Date of circular or notice (if any), not being a prospectus inviting subscriptions for
shares and disclosing the amount or rate of the commission:

Month

Year

9. Number of shares which persons have agreed for the commission to subscribe: 10. Gist of conditions

9.1 absolutely

9.2 conditionally

11. Signatures of Chief Executive/ Secretary

12. Name of the Signatory 13. Designation

14. N.I.C Number of signatory Day Year 15. Date Month

FORM 6 THE COMPANIES ORDINANCE 1984 (Section 92 / 93) 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 96 OF THE COMPANIES ORDINANCE, 1984) Please complete in typescript or in bold block capitals. 1. Incorporation Number

2. 3.

Name of the Company Fee Paid (Rs.) Name & Branch of The Bank Day Date (Bank challan to be attached in original) Month Year

4.

Receipt No.

5. Date of Passing of Special Resolution

6. Notice is hereby given, in accordance with section 92/93 of the Companies Ordinance, 1984 for the purpose of:-

6.1 6.2 6.3

Consolidation and division of shares or Sub-division of shares or Cancellation of shares (strike out whichever is not applicable.)

Number of shares 7. Existing share capital 8. Consolidated/divided 9. Sub-division of shares

Rs.Per share

Amount (Rs)

10. Cancelled shares

11. New share capital

12. Signatures of Chief Executive/ Secretary 13. Name of the Signatory 14. Designation 15. N.I.C Number of signatory Day 16. Date Month Year

FORM 7 THE COMPANIES ORDINANCE, 1984 [Section 92/94] NOTICE OF INCREASE IN NOMINAL SHARE CAPITAL Please complete in typescript or in bold block capitals. 1. Incorporation Number

2.

Name of the Company

3. Memorandum of fee: 3.1 Total amount payable on capital as increased.

Rs.

3.2 Amount which would have been payable by reference to its capital immediately before the increase. 3.3 Difference of 3.1 and 3.2 and filing fee now paid Rs. 4. Receipt No.

Rs.

Name & Branch of the Bank Day Month Dated (Bank challan to be attached in original)

Year

5. Notice is hereby given pursuant to section 92/94 of Companies Ordinance, 1984 that Resolution of the company was passed on:

Ordinary / Special

6. Share capital increased in pursuance of an obligation of the company under an agreement Date of agreement on: with (mention agreement) party to the

Amount Rs. 7. Increase in authorized share capital
7.1 Existing authorised share capital 7.2 Addition 7.3 New authorized capital

Divided into (no of shares)

Of Rs. per share

8.

Conditions subject to which the new shares have been or are to be issued
i

9.

Signatures of Chief Executive/ Secretary

10. Name of the Signatory

11. Designation 12. N.I.C Number of signatory Day 13. Date Month Year

Note:-- Where necessary, this form should bear stamps of the value as required under the Stamp Act, 1899.

FORM 8 THE COMPANIES ORDINANCE, 1984 [Section 94] NOTICE OF INCREASE IN NUMBER OF MEMBERS Please complete in typescript or in bold block capitals. 1. Incorporation Number

2. Name of the Company 3. Receipt No. Day Dated (Bank challan to be attached in original) Month Year

4. Memorandum of fee: Rs. 4.1 Total amount payable with reference to the number of member as increased 4.2 Amount which would have been payable with reference to the number of members immediately before the increase. Rs.

4.3 Difference of 4.1 and 4.2 now paid with filing fee 5.
Notice is hereby given pursuant to section 94 of Companies Ordinance, 1984 that by Resolution of the company, on:

Rs.

Name & Branch of the Bank Special

Ordinary

6.

The number of members with which the Existing number company is registered has been of members increased by the addition thereto of

Addition

New number of members

7.

Signatures of Chief Executive/ Secretary

8. 9.

Name of the Signatory Designation

10. N.I.C Number of signatory Day 11. Date Month Year

FORM 9 THE COMPANIES ORDINANCE, 1984 [Section 108 (5)] NOTICE OF THE COURT’S ORDER DISALLOWING / CONFIRMING THE VARIATIONS OF THE RIGHTS OF HOLDERS OF/SPECIAL CLASS OF SHARES Please complete in typescript or in bold block capitals. 1. Incorporation Number

2. 3.

Name of the Company Fee Paid (Rs.) Name & Branch of The Bank Day Month Year

4.

Receipt No.

Date (Bank challan to be attached in original)

5.

The above mentioned company hereby forwards a duly certified copy of the order of the High Count issued pursuant to subsection (5) of section 108 of the Companies Ordinance, 1984, the same having been received by the company.

Name of the High Court

Order passed on Order received by the company on

6.

Pursuant to order of the high court the company has taken / contemplates to take the action on the date indicated hereafter: Signatures of Chief Executive/ Secretary

7.

8.

Name of the Signatory

9.

Designation

10. N.I.C Number of signatory Day 11. Date Month Year

FORM 10 THE COMPANIES ORDINANCE, 1984 (Sections 121, 129 and 463) PARTICULARS OF MORTGAGES, CHARGES, ETC. Please complete in typescript or in bold block capitals 1. Incorporation Number

2.

Name of the Company

3.

Fee Paid (Rs.)

Name & Branch of The Bank Day Month Year

4.

Receipt No.

Date (Bank challan to be attached in original)

5.

Particulars of mortgage, charge, etc. created by the company.

5.1 A mortgage or charge for the purpose of securing any issue of debenture. 5.2 A mortgage or charge on uncalled share capital of the company.

5.3 A mortgage or charge on any immovable property wherever situate, or any interest therein. 5.4 A mortgage or charge on any book debts of the company 5.5 A mortgage or charge, not being a pledge, on any movable property of the company 5.6 A floating charge on the undertaking or property of the company, including stock-intrade. 5.7 A mortgage or charge on a ship or any share in a ship 5.8 A mortgage or charge on goodwill, on a patent or licence under a patent, on a trademark, or on a copyright or a licence under a copyright. 5.9 A mortgage or charge or other interest based on agreement for the issue of any instrument in the nature of redeemable capital. 5.10 A mortgage or charge or other interest based on a musharika agreement.

5.11 A mortgage or charge or other interest based on a hire purchase or leasing agreement for acquisition of fixed assets. (Tick the appropriate box)

Day 6. Date
7. Description of the instrument (if any) creating or evidencing the mortgage or charge or other interest (to be specified).

Month

Year

8.

Amount secured by the mortgage or charge, etc.

Rs.

9.

Short particulars of the property mortgaged, charge or other interest

10. Gist 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, etc.

11. Names, addresses and description of the mortgagees or persons entitled to the charge or other interest.

12. Amount or rate per cent of the commission, allowance or discount (if any) 13. Signatures of Chief Executive/
Secretary

14. Name of Signatory

15. Designation
State whether Chief Executive/Secretary/position in relation to the company or person authorized to accept service of process under section 451(1)(e).

16. NIC No. of signatory Day 17. Date Month Year

FORM 11 THE COMPANIES ORDINANCE, 1984 (Section 122 and 463) PARTICULARS OF MORTGAGE OR CHARGE SUBJECT TO WHICH PROPERTY HAS BEEN ACQUIRED Please complete in typescript or in bold block capitals. 1. Incorporation Number

2. 3.

Name of the Company Fee Paid (Rs.) Name & Branch of The Bank

4.

Receipt No.

Day Month Date (Bank challan to be attached in original)

Year

5. Particulars of a mortgage or charge subject to which property has been acquired by the above mentioned company. 6. Date of creation of the charge

7.

Description of the instrument creating or evidencing the mortgage, charge etc. Day Month Year Date of acquisition of the property

8.

9.

Amount owing on security of the mortgage or charge.

Rs.

10. Short particulars of the property acquired subject to mortgage, charge etc. 11. Gist of the terms and conditions and extent and operations relating to the mortgage, charge, etc.
Also to include description of the nature of the mortgage/charge e.g. equitable, pari-passu, etc.

12. Names, addresses and description of the mortgagees or persons entitled to the charge or other interest. 13. Signatures of Chief Executive / Secretary

14. Name of Signatory

15.

Designation

16. N.I.C Number of signatory Day 17. Date Month Year

FORM 12
THE COMPANIES ORDINANCE, 1984 [Section 125, 129, 132, 133 and 137] REGISTER OF MORTGAGES, ETC. AND OF MEMORANDUM OF SATISFACTION THEREOF Name of Company ……………………………………….Incorporation No………………………………………………… Date of registration and serial No. in index Serial Number of document on file Date of creation of each mortgage, charge, etc. and description thereof. Date of acquisition of the property if acquired subject to mortgage, charge etc. Amount secured by the mortgage, charge, etc. other than redeemable capital or debentures Short particula rs of the property mortgag e charged, etc. Gist of the terms or conditions or extent or operation relating to the mortgaged, charged, etc. Names address and description of the mortgagees or trustees for the redeemable capital or debentures or persons entitled to charges 8 Particulars relating to issue of redeemable capital debentures of the series

Total amount secured by series of debenture / redeemable capital

Date and amount of each issue of the series / redeemabl e capital

Dates of resolutions authorizing the issue of the series / redeemable capital

Date and description of covering deed

1 Amount or rate per cent of commission , allowance or discount (if any)

2

3

4

5

6

7

9

10

11

12 Initials of registrar or other authorised officer Initials of registrar or other authorised officer

Particulars of modification of mortgage, charge etc.

Memorandum of satisfaction

Receiver / manager

Date of Registrat ion of modifica tion

13

14

Date of brief description of instrument of modificati on 15

Brief particulars of nature and extent of modificati on 16

Amount

Nature

Date of satisfaction

Names, address and date of appointment

Mode of appointment

Date of ceasing to act

17

18

19

20

21

22

23

FORM 13 THE COMPANIES ORDINANCE, 1984 (Section 123,124 and 463) REGISTRATION OF ENTIRE SERIES OF DEBENTURES/REDEEMABLE CAPITAL Please complete in typescript or in bold block capitals.

1.

Incorporation Number

2. 3.

Name of the Company Fee Paid (Rs.) Name & Branch of The Bank Day Date (Bank challan to be attached in original) Month Year

4.

Receipt No.

5.

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 / debentureholders of the said series are entitled pari passu, created by this company.

6.

Total amount secured by the whole series

Rs.

7.

Amount of the present issue of the series

Rs.

8.

Date of resolutions authorising the issue of the series. Date 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.

9.

10.

General description property charged

of

the

11. Gist 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, etc.

12. Names & addresses of trustees

(if any) of the redeemable capital/ debenture holders.

13. Amount or rate percent of the commission allowance or discount (if any).

Amount Percentage of commission, allowance or discount Amount of commission, allowance or discount

Rs.

14.

Signatures of Chief Executive/ Secretary

15. Name of Signatory

16. Designation
State whether Chief Executive/Secretary/position in relation to the company or person authorized to accept service of process under section 451(1)(e).

17. NIC No. of signatory Day 18. Date Month Year

FORM 14 THE COMPANIES ORDINANCE, 1984 (Proviso to section 123 and section 463) PARTICULARS OF AN ISSUE OF REDEEMABLE CAPITAL/DEBENTURES IN A SERIES WHEN MORE THAN ONE ISSUE IN THE SERIES IS MADE Please complete in typescript or in bold block capitals.

1.

Incorporation Number

2. 3.

Name of the Company Fee Paid (Rs.) Name & Branch of The Bank Day Date (Bank challan to be attached in original) Month Year

4.

Receipt No.

5.

Particulars of an issue of redeemable capital/debentures in series when more than one issue in the series is made

6. Date of registration of the series 7. Date of present issue 8. Amount of present issue. 9. Gist of the terms and conditions and extent and operation of the mortgage, charge, or other interest. 10. Particulars as to the amount or rate percent of the commission allowances, or discount (if any). 11. Signature of Chief Executive/ Secretary

12. Name of Signatory 13. 1Designation

14. NIC Number of signatory

Day 15. Date

Month

Year

FORM 15 THE COMPANIES ORDINANCE, 1984 (Section 126) CHRONOLOGICAL INDEX OF MORTGAGES, CHARGES, ETC. REGISTERED WITH REGISTRAR
Redeemable Capital Serial Numbers of mortgage or charge in this index Date of Registration of mortgage or charge Name of company Company Registration Number Amount secured by mortgage, charge etc. Date of Trust Deed relating to debentures redeemable Capital Debentures
First issue Further issue

Date of creation and descriptions of other mortgages etc.

Party on whose application registration effected

Names and addresses of mortgagees or of the Trustees for the debenture holder or other persons entitled to the mortgage or charge / redeemable Capital
11

Initials of Registrar or other authorised officer

1

2

3

4

5

6

7

8

9

10

12

FORM 16 THE COMPANIES ORDINANCE 1984 {(Section 129(3) and 463)} PARTICULARS OF MODIFICATION OF MORTGAGE, CHARGE, ETC. Please complete in typescript or in bold block capitals.

1.

Incorporation Number

2. 3.

Name of the Company Fee Paid (Rs.) Name & Branch of The Bank Day Month Date (Bank challan to be attached in original) Day Month

Year

4.

Receipt No.

Year

5. 6.

Date of Instrument creating the original mortgage/charge, etc.

Brief description of instrument(s) creating the original mortgage, charge, etc. Date(s) of modification of the mortgage, charge, etc. prior to present modification Day Month Year

7.

8.

Brief description of instrument(s) modifying the mortgage, charge, etc. prior to present modification Day Month Year Date of modification of the mortgage, charge, etc.

9.

10. Brief description of instrument(s) modifying the mortgage, charge, etc. 11. Particulars of the modification specifying the terms or conditions or the extent or operation and the details of the modification. 12. Signature of Chief Executive / Secretary 13. Name of Signatory 14. Designation
State whether Chief Executive/Secretary/position in relation to the company or

person authorized to accept service of process under section 451(1)(e).

15. NIC Number of signatory Day 16. Date Month Year

FORM 17 THE COMPANIES ORDINANCE 1984 [Section 132 and 463]

MEMORANDUM OF COMPLETE SATISFACTION OF MORTGAGE, CHARGE, ETC.

Please complete in typescript or in bold block capitals.

1.

Incorporation Number

2.

Name of the Company

3.

Fee Paid (Rs.)

Name & Branch of The Bank Day Month Date (Bank challan to be attached in original) Year

4.

Receipt No.

5.

Particulars of the mortgage/charge satisfaction thereof:

5.1

Amount of mortgage/charge etc (Rs.) Day Month Year

5.2 Date of registration of mortgage charge etc. 5.3 Date of satisfaction

6. Name(s) and address(es) of the mortgagees(s)/ trustee (s) for the redeemable capital/debenture-holders, etc. (give description).

7. Signature of Chief Executive/ Secretary

8.

Name of Signatory

9. Designation
State whether Chief Executive/Secretary/position in relation to the company or person authorized to accept service of process under section 451(1)(e).

10. NIC Number of signatory

Day 11. Date

Month

Year

FORM 18 THE COMPANIES ORDINANCE 1984 [Section 137 and 464] NOTICE OF APPOINTMENT OF RECEIVER OR MANAGER Please complete in typescript or in bold block capitals.

1.

Incorporation Number

2.

Name of the Company

3.

Fee Paid (Rs.)

Name & Branch of The Bank Day Month Date (Bank challan to be attached in original) Year

4.

Receipt No.

5. Name of person giving notice

6. Name of receiver / manager

7. Particulars (designation, profession, address etc.) of receiver / manager

8. Name of the High Court issuing order

9. Date of order (Enclose certified copy of order/attested copy of the instrument)

10.Instrument under appointment is made

which

11. Particulars of the property (Specify the property to which income relates) 12. Date of appointment

13. Signature 14. Name of Signatory 15. Receiver or Manager 16. NIC Number of signatory Day 17. Date Month Year

FORM 19 THE COMPANIES ORDINANCE 1984 [Section 138(1) and 464] NOTICE TO BE GIVEN BY RECEIVER/MANAGER ON CEASING TO ACT AS SUCH

Please complete in typescript or in bold block capitals.

1.

Incorporation Number

2. 3.

Name of the Company Fee Paid (Rs.) Name & Branch of The Bank Day Date (Bank challan to be attached in original) Month Year

4.

Receipt No.

5.

Name of receiver / manager

6.

Particulars (address etc) of receiver / manager

7.

Date of ceasing to act as receiver / manager Signatures

8.

9.

Name of Signatory

10. Designation (Receiver/ Manager) 11. NIC No. Day 12. Date Month Year

FORM 20 THE COMPANIES ORDINANCE, 1984 (Sections138 and 464) RECEIVER OR MANAGER’S ABSTRACT OF RECEIPTS AND PAYMENTS Please complete in typescript or in bold block capitals. 1. Incorporation Number 2. Name of the Company

3. Fee paid Rs.

4.

Receipt No.

Name & Branch of the Bank Day Month Date (Bank challan to be attached in original)

Year

5. Name and address of Receiver / Manager Day 6. Date and Description of the instrument underwhich Receiver / Manager is appointed Date Description Day 7. Date of taking possession Day 8. Period covered by the abstract 9. RECEIPTS Rs Brought forward ………. (Item wise description) Carried forward 10 Brought forward……….. (Item wise description) Carried forward From ABSTRACT PAYMENTS Rs Month Year Day To Month Year Month Year Month Year

Verified that the above abstract is correct and that nothing has been concealed, suppressed or wrongly described / classified.

11. Signatures

12. Name of Signatory 13. Receiver/Manager 14. NIC Number of signatory Day

Month 15. Date
Note :

Year

The receipts and payments must severally be added by the foot of each sheet, and the totals carried forward from one abstract to another without any intermediate balance, so that the gross total shall represents the total amounts received and paid by the Receiver since the date of appointment.

FORM 21 THE COMPANIES ORDINANCE, 1984 [Section 142] NOTICE OF SITUATION OF REGISTERED OFFICE OR ANY CHANGE THEREIN Please complete in typescript or in bold block capitals. 1. Incorporation Number

2. 3.

Name of the Company Fee Paid (Rs.) Name & Branch of The Bank Day Date (Bank challan to be attached in original) Month Year

4.

Receipt No.

5. The situation of registered office of the company was changed from (state previous address)

6. The 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). 6.1 Telephone Nos 6.2. Fax No, if any 6.3. E-mail address Day 7. With effect from (date) 8. Signatures of Chief Executive/ Secretary Month Year

9. Name of Signatory 10. Designation 11. NIC Number of signatory Day 12. Date Month Year

FORM 22 THE COMPANIES ORDINANCE, 1984 [Section 146] DECLARATION WITH THE COMPLIANCE WITH THE CONDITIONS OF SECTION 146 OF THE COMPANIES ORDINANCE, 1984 BEFORE COMMENCING BUSINESS IN CASE OF A COMPANY ISSUING PROSPECTSUS Please complete in typescript or in bold block capitals. 1. Incorporation Number

2. 3.

Name of the Company Fee Paid (Rs.) Name & Branch of The Bank Day Date (Bank challan to be attached in original) Month Year

4.

Receipt No.

5.

Name of declarant(s)

6. I/We, the above named person(s), do hereby solemnly and sincerely declare as follows: 6.1. That the amount of the share capital of the company offered to the public for subscription is 6.2 That 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 specified in clause 5 of section 1 of part 1 of the Second Schedule to the Companies Ordinance, 1984, is 6.3 That shares held subject to the payment of the whole amount thereof in cash have been allotted to the amount of Rs.

Rs.

Rs.

6.4 That 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. 6.5 That 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. 7. Verified that the foregoing statements are true to the best of my/our knowledge and belief and that nothing has been concealed. 8. Signature(s)

9. Name of Signatory(s)

10. Father’s name signatory(s) 11. Designation(s) Chief Executive or Director or Secretary

of

12. N.I.C Number of signatory

Day 13. Date

Month

Year

Note:- The declaration shall be given by Chief Executive or one of the directors and company secretary.

FORM 23 THE COMPANIES ORDINANCE, 1984 [Section 146(1)(e)] DECLARATION BEFORE COMMENCING BUSINESS IN CASE OF A COMPANY FILING STATEMENT IN LIEU OF PROSPECTUS Please complete in typescript or in bold block capitals. 1. Incorporation Number

2. 3.

Name of the Company Fee Paid (Rs.) Name & Branch of The Bank Day Date (Bank challan to be attached in original) Month Year

4.

Receipt No.

5. 6.

Name of declarant(s) Father’s Name declarant(s) of

7.
8. 8.1

Designation of declarant(s)
I/We, the above named person, do hereby solemnly and sincerely declare as follows: That the amount of the share capital of the company subject to the payment of the whole amount thereof in cash is

Rs. Year

Day
8.2 That the Company has not issued a prospectus inviting the public to subscribe for its shares, and that it has filed with the Registrar a statement in lieu of prospectus on

Month

8.3

That 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 That shares held subject to the payment of the whole amount thereof in cash have been allotted to the amount of

Rs.

8.4

Rs.

8.5

That 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. Verified that the foregoing statement is true to the best of my/our of knowledge and belief and that nothing has been concealed.

9.

10. Signature (s)

11. Name of Signatory(s) 12. Designation(s) Chief Executive

or Director and Secretary

13. NIC Number of signatory Day 14. Date Note:- The declaration shall be given by Chief Executive or one of the directors and company secretary. Month Year

FORM 24 THE COMPANIES ORDINANCE, 1984 [Section 154] NOTICE OF RECTIFICATION OF REGISTER OF MEMBERS Please complete in typescript or in bold block capitals. 1. Incorporation Number

2. 3.

Name of the Company Fee Paid (Rs.) Name & Branch of The Bank Day Date (Bank challan to be attached in original) Name of the Court Month Year

4.

Receipt No.

5.

Above named company hereby gives you notice pursuant to section 154 of the Companies Ordinance, 1984, about an order of the Court, rectification in register of members has been made.

Date of order (Attach attested copy of the order of the Court)

6. Rectification made in the register of members of the Company: (Give details of the rectification ordered by the Court) 7. Signatures of Chief Executive/
Secretary

8. Name of Signatory 9. Designation 10. NIC Number of signatory Day 11. Date Month Year

FORM 25 THE COMPANIES ORDIANCE, 1984 [Section 157] STATUTORY REPORT Please complete in typescript or in bold block capitals. 1. Incorporation Number

2. 3.

Name of the Company Fee Paid (Rs.) Name & Branch of The Bank Day Date (Bank challan to be attached in original) No of shares Rs. per share Amount Month Year

4.

Receipt No.

5. Nominal share of the company

6.

Statutory report duly certified pursuant to section 157(6)

6.1 Date of report 6.2 Date of notice calling statutory meeting 6.3 Date on which the meeting is to be held 6.4 Place where meeting is to be held 7. The Director’s report to the members is as follows:-

7.1 Shares allotted and cash received up to 8. Particulars Kind / Class of shares (the date should be within 7 days of the date of report). No of Nominal Cash received shares value of each share

8.1 Allotted subject to payment thereof in cash.

8.2 Allotted as fully paid up otherwise than in cash and the consideration for which the have been so allotted being: (to be specified) 8.3 Allotted at a discount per share of Rs. 9. Abstract of receipts and payments of the company upto the aforesaid date: Receipt Shares: Advance payment for shares / Redeemable Capital / debentures Rs Payments Preliminary expenses Commission on issue or sale of shares / redeemable Capital / debentures. Discount on issue or sale of shares / redeemable Capital / debentures. Capital expenditure: Land…………………. Building……………… Plant……………………… Machinery……………. Other Items(to be specified) Balances…………….. In hand………………. At Banks…………… Total: Rs Rs.

Loans: Deposits

Other Sources (to be specified

Total:

10. Preliminary expenses as estimated in the Prospectus/Statement in lieu of Prospectus (Rs.): Preliminary expenses actually incurred up to the aforesaid date:(a) (b) (c) (d) (e) (f) (g) Law charges Printing expenses of Memorandum and Articles. Stamp and Registration fees Advertisement. Commission on issue or sale of shares/redeemable capital/debentures. Discount on issue or sale of shares/redeemable capital/debentures. Other initial expenses (to be specified). Total

11. Name, 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; 11.1 Directors Name

Fathers /Husband’s Name

NI C No.

Addresses

Occupation

Particulars of Changes, if any

11.2 Chief Executive Name Father’s Name NIC No. Address Other Occupation, if any Particulars of changes, if any

11.2.1. Secretary Name Father’s Name NIC No. Address Other Occupation, if any Particulars of changes, if any

11.3 Auditors Name Father’s Name NIC No. Address Other Occupation, if any Particulars of changes, if any

11.4 Legal Advisors Name Father’s Name NIC No. Address Other Occupation, if any Particulars of changes, if any

12.

Particulars 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. 13. The 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.

14.

The 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.

15.

Brief 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.

16.

We hereby certify this Report* as correct and that nothing has been concealed or withheld in this regard.

17. Signatures

18. Names of Signatories 19. Designation

20. N.I.C Number of signatories Day 21. Date 22. I/We hereby certify that so much of the report as relates to the shares allotted by the company, to the cash received in respect of such shares to the receipts and payments of the company is correct. I/We further certify that the said payments were made for the purposes of the company. Month Year

23. Name of Auditor 24. Signature of Auditor 25. Date *Report is to be certified by not less than three Directors, one of whom should be the chief executive of the company and forwarded at least twenty-one days before the date of the statutory meeting to every member of the company and five certified copies of the statutory report delivered to the Registrar forthwith, for registration and in case of a listed company also to the Commission simultaneously with sending of the report to the members of the Company vide subsection (2)(3) and (6) of section 157. This report should contain the actual signatures of the persons who have signed the report, viz., the Directors, Chief Executive and the Auditors. Notes:- Abstract of receipts and payments given in para (2) of the Statutory Report with reference to section 157(3)(c) o f the companies Ordinance, 1984, should be prepared up to a date within 7 days of the date of the report (not the date of certification by the auditors), and the figures and

particulars required under all the other items of the Statutory Report should also be given as on the same date, i.e. the date upto which the receipts and payments account is prepared.

FORM 26 THE COMPANIES ORDINANCE, 1984 [Section 172] SPECIAL RESOLUTION Please complete in typescript or in bold block capitals. 1. Incorporation Number

2. 3.

Name of the Company Fee Paid (Rs.) Name & Branch of The Bank Day Date (Bank challan to be attached in original) Day Month Year Month Year

4.

Receipt No.

5. Date of Dispatch of notice 6. Specify the intention to propose the resolution as Special Resolution Day 7. Date of passing of Special Resolution 8. Total Number of Members 9. Members present in person and/or through proxy in the meeting 10. Members voted for 11. Members voted against 12. At a general meeting of the members of the said company, duly convened and held at (Mention the address) 13. Place (city) 14. Text of special resolution (attach copy, if space insufficient to reproduce it) Resolved that, is Representing Representing Representing Representing shares of Rs. shares of Rs. shares of Rs. shares of Rs. each each each each Month Year

15. Signature of Chief Executive/ Secretary

16. Name of Signatory 17. Designation 18. NIC Number 19. Date -

FORM 27 THE COMPANIES ORDINANCE, 1984 [section 184] LIST OF PERSONS CONSENTING TO ACT AS DIRECTORS Please complete in typescript or in bold block capitals. 1. 2. 3. Incorporation Number Name of the Company Fee Paid (Rs.) Name & Branch of The Bank Day Date (Bank challan to be attached in original) Month Year

4. 5.

Receipt No.

We, the undersigned, give you notice, pursuant to section 184(2) of the Companies Ordinance, 1984 that the following persons have consented to act as Director of the above named company:Father’s /husband’s Name Address Description NIC No or passport No. in case of Foreign National

Name in Full

6. Signature

7. Name of Signatory 8. Designation 9. NIC Number Day 10. Date Month Year

FORM 28

THE COMPANIES ORDINANCE, 1984 [Section 184]
CONSENT TO ACT AS DIRECTOR/CHIEF EXECUTIVE Please complete in typescript or in bold block capitals. 1. 2. 3. Incorporation Number Name of the Company Fee Paid (Rs.) Name & Branch of The Bank Day Date (Bank challan to be attached in original) Month Year

4.

Receipt No.

5. I/we, the undersigned, have consented to act as Director(s) Chief Executive of the above
named company pursuant to section 184 of the Companies Ordinance 1984, and certify that I / We am / are not ineligible to become Director(s) / Chief Executive under section 187 or 190 of the Companies Ordinance, 1984. Name in full Father’s husband’s Name / Address Occupation
1

NIC No or passport No. in case of Foreign National

Signature

6. Signature

7. Name of Signatory 8. Designation 9. NIC Number Day 10. Date Month Year

FORM 29 THE COMPANIES ORDINANCE, 1984 (Section 205) PARTICULARS OF DIRECTORS AND OFFICERS, INCLUDING THE CHIEF EXECUTIVE, MANAGING AGENT, SECRETARY, CHIEF ACCOUNTANT, AUDITORS AND LEGAL ADVISERS, OR OF ANY CHANGE THEREIN Please complete in typescript or in bold black capitals. 1. Incorporation Number

2. 3.

Name of the Company Fee Paid (Rs.) Name & Branch of The Bank Day Month Year

4.

Receipt No.

Date (Bank challan to be attached in original)

5. Particulars: NIC No or passport No. in case of Foreign National (a) (b) 5.1 New appointment/election Present Name or surname in full Father’s / Husband’s Name (c) Usual residential address Designation Nationality

(d)

(e)

(f)

5.2. Ceasing of office/Retirement/Resignation

5.3

Any other change in particulars

Nationality of origin (if other than present nationality) (g)

Other business occupation and directorship (if any) (h)

Qualification (in case of auditors/legal advisers) (i)

Date of present appointment or change (j)

Changes stating how appointed or changed (k)

Remarks (State approval, if any, required under law) (l)

5.1 New appointment/election

5.2 Ceasing of office/Retirement/Resignation

5.3

Any other change in particulars

6. Name of Signatory

Designation Day Month Year

7. Signatures of Executive/ Secretary

Chief

Date

FORM 30 THE COMPANIES ORDINANCE 1984 (Section 208 and Rule 15) RESOLUTION PASSED BY MEMBERS PERSUANT TO SECTION 208 Please complete in typescript or in bold block capitals. 1. Incorporation Number

2. 3.

Name of the Company Fee Paid (Rs.) Name & Branch of The Bank Day Date (Bank challan to be attached in original) Day Month Year Month Year

4.

Receipt No.

5. Date of dispatch of notice of the general meeting specifying the intention to propose the special resolution. 6. Date of publication newspaper. of notice in Day Month Year

7. Name of newspaper [copy of notice in case of listed company should be attached] Day 8. Date of passing of special resolution Month Year

9. Place (city) of general meeting. 10. Text of resolution passed by a majority of not less than three-fourth of such members entitled to vote as are present in person or by proxy. Resolved that,

11. (Copy of the minutes of the general meeting in which the said resolution was passed indicating separately the names of members attending personally and by proxy with shares held by each of them should be enclosed) 12. Signatures

13. Name of Signatory 14. Chief Executive/ Secretary 15. N.I.C No. Day 16. Date. Month Year

FORM 31 THE COMPANIES ORDINANCE,1984 {SECTION 222) RETURN CONTAINING PARTICULARS OF BENEFICIAL OWNER SHIP OF LISTED SECURITIES AS AT -------------------------------Please complete in typescript or in bold block capitals. 1. Incorporation Number

2. Name of the Company whose securities are held 2.1 Name of the director / chief executive / managing agent / chief accountant / secretary / auditor / shareholder 3. Fee Paid (Rs.) Name & Branch of The Bank Day Date (Bank challan to be attached in original) Month Year

4.

Receipt No.

5. In pursuance of section 222 of the Companies Ordinance, 1984, I hereby declare that I hold/have obtained the beneficial ownership in above named company and specify the following particulars, namely:S. No.
Name in full of owner. a. self b. any other person (give detail)

Father’s/ husband’s name

Address

NIC No.

Nationality

Number and class (if any) of the securities beneficially owned 6

Cost in Rs.

1

2

3

4

5

7

6. Date of allotment/transfer of the shares in the name of the person or each of the persons referred to above 7. Date of acquisition of the beneficial ownership

8. Particulars of the person from whom the beneficial interest acquired 9. Circumstances under which the shares were not registered in my name 10. I hereby declare that the information given in respect of my ownself and of the persons mentioned above is correct and compete to the best of my knowledge and belief. 11. Signature

12. Name of Signatory

13. Designation 14. N.I.C Number of signatory Day 15. Date Note : (1) (a) Beneficial ownership of securities of any person shall be deemed to include the securities beneficially owned, held or controlled by him or his spouse or by any of his dependent lineal ascendants or descendants not being himself or herself a person who is required to furnish a return under section 222, and (i) in the case where such person is a partner in a firm, shall be deemed to include the securities beneficially held by such firm; and in the case where such person is a shareholder in a private company, shall be deemed to include the securities beneficially held by such company. Month Year

(ii)

(b)

For the purposes of (a) above, “control”, in relation to securities means the power to exercise a controlling influence over the voting power attached thereto.

(2)

Every Director, Chief Executive, Managing Agent, Chief Accountant, Secretary or Auditor of a listed Company who is or has been the beneficial owner of any equity securities, and every person who is directly or indirectly the beneficial owner of more than 10 per cent of such securities is required to submit this return to the Registrar and the Commission within the period specified under sub-section (2) of section 222 of the Companies Ordinance, 1984. The statement must be signed by the beneficial owner himself, and in the case of a Company, by its Chief Executive, Director or Secretary. Please furnish separate statement for each class of equity security beneficially owned.

(3)

(4)

FORM 32 THE COMPANIES ORDINANCE,1984 {SECTION 222 AND 224) RETURN OF CHANGE OF BENEFICIAL OWNERSHIP OF LISTED SECURITIES AND MAKING OF GAINS 1 As at 2. Name of Beneficial Owner 3. Designation director / chief executive /managing agent / chief accountant / secretary / auditor / share-holder (Strike out the designation(s) not applicable)

4. Name of the company whose securities are held 5. Fee paid Rs. Name & Branch of the Bank Day Month Date

Year

6. Receipt No.
7.

(Bank challan to be attached in original) In pursuance of section 222 of the Companies Ordinance,1984. I hereby report that the

following changes have taken place in the securities beneficially owned by me in the above named company. A. Sl. Name in full of Father’s / Address NIC Nationality Number and Cost No. owner husband's No. class (if any in (a) self (b) Any name of the Rs. other securities person(give beneficially detail) owned 1 2 3 4 5 6 7

B: Particulars of purchase or sale. PUCHASE
No of shares Date Rate per share Particulars of the person from whom purchased/acquired No of shares Date

SALE
Rate per share Particulars of the person to whom sold/transferre d

1

2

3

4

5

6

7

8

C.

Details and nature of any other change in beneficial ownership not specified above. Gain made by me during the half year by the purchase and sale, or the sale and purchase, of any such security within the six months preceding the date of a purchase or a sale shown against “B’ showing the following:

D.

Purchase during six months Date No. of shares (2) Rate per share (3)

Sales during six months Rate per share (7) Total price (8)

(1)

(4)

(5)

(6)

E.

Whether such gain has been reported to the company (the issuer)? If so please furnish evidence: Whether such gain has been tendered to the company (the issuer)? If so, please furnish evidence, if not, whether a demand has been received: Particulars of such gain not tendered to or recovered by the Company (the issuer) within six months of its accrual

F.

G.

8.I declare that the information given in respect of my own self and of the persons mentioned above is correct and complete to the best of my knowledge and belief. 9. Signatures

10. Name of Signatory Signature of the person making the declaration. 11. Designation 12. NIC Number 13.Signatory of Day Date Notes: (1) (a) Month Year

Beneficial ownership of securities of any person shall be deemed to include the securities beneficially owned, held or controlled by him or his spouse or by any of his dependent lineal ascendants or descendants not being himself or herself a person who is required to furnish a return under section 222, and (i) (ii) in the case where such person is a partner in a firm, shall be deemed to include the securities beneficially held by such firm; and in the case where such person is a shareholder in a private company, shall be deemed to include the securities beneficially held by such company.

(b) (2)

For the purposes of (a) above, “control”, in relation to securities means the power to exercise a controlling influence over the voting power attached thereto.

Every Director, Chief Executive, Managing Agent, Chief Accountant, Secretary or Auditor of a listed Company who is or has been the beneficial owner of any equity securities, and

Date

Total Date No. of cost shares

Tenderable gain during six months No of Gain Total gain shares per Rs share (9) (10) (11) (12)

every person who is directly or indirectly the beneficial owner of more than 10 per cent of such securities is required to submit this return to the Registrar and the Commission within the period specified under subsection (2) of section 222 of the Companies Ordinance, 1984. (3) The statement must be signed by the beneficial owner himself, and in the case of a Company, by its Chief Executive, Director or Secretary. Please furnish separate statement for each class of equity security beneficially owned.

(4)

FORM 33 THE COMPANIES ORDIANCE 1984 (Section 230(1) and 464) NOTICE OF ADDRESS AT WHICH BOOKS OF ACCOUNTS ARE MAINTAINED Please complete in typescript or in bold block capitals. 1. Incorporation Number

2. 3.

Name of the Company Fee Paid (Rs.) Name & Branch of The Bank Day Date (Bank challan to be attached in original) Date of resolution Board of directors. of Month Year

4.

Receipt No.

5.

The above named company hereby gives you notice pursuant to the proviso to sub-section (1) of section 230 of the Companies Ordinance, 1984 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.

Address of place at which books of accounts to be kept Date of shifting / maintaining of books of account at above said address

6. 7.

Signature of Chief Executive/ Secretary

Name of Signatory

8. 9.

Designation NIC Number -

10. Date

FORM 34 THE COMPANIES ORDINANCE 1984 (Section 236(1) and 464) PATTERN OF SHAREHOLDING Please complete in typescript or in bold block capitals.

1.

Incorporation Number

2.

Name of the Company

3. Pattern of holding of the shares held by the shareholders as at 4. No of shareholders Shareholdings 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 Total shares held

(Add appropriate slabs of shareholdings)

Total

5. Categories of shareholders
5.1 Directors, Chief Executive Officer, and their spouse and minor children.

share held

Percentage

5.2.

Associated undertakings parties. NIT and ICP

Companies, and related

5.3 5.4

Banks Development Financial Institutions, Non Banking Financial Institutions. Insurance Companies

5.5

5.6 5.7 5.8

Modarabas Funds

and

Mutual

Share holders holding 10%

General Public a. Local b. Foreign 5.9 Others (to be specified)

6.

Signature of Chief Executive/ Secretary Name of Signatory Designation NIC Number Day Month Year

7. 8. 9.

10.

Date

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 ORDINANCE, 1984 [Section 251(2)] APPLICATION FOR EXTENTION IN PERIOD FOR PAYMENT OF DIVIDEND Please complete in typescript or in bold block capitals. 1. Incorporation Number

2. 3.

Name of the Company Fee Paid (Rs.) Name & Branch of The Bank Day Date (Bank challan to be attached in original) Month Year

4.

Receipt No.

5. We hereby apply pursuant to sub-section (2) of section 251 of the Companies Ordinance, 1984, for withholding payment or for extension in the time within which payment of dividend declared by us may be made. 6. Necessary information and documents as required in the Annex to this Form are furnished herewith duly verified and signed by the undersigned. 7. I affirm and declare that to the best of my knowledge and belief the information contained in and submitted with this application and the accompanying documents is true and correct and nothing has been concealed. 8. Signature of Chief Executive

Date of declaration of dividend

Date of which statutory period for payment expires. Days for which extension is sought:

9. Name of Chief Executive 10. NIC No.
Day Month Year

11. Date

Annex
1. Name and address of company 2. Name and manner of declaration of dividend with the year to which is pertains: 3. Dates of(i) Directors’ approval (ii) Book closure (iii) AGM (where applicable) 4. Date upto which dividend (a) is required to be paid in terms of sub-section (1) of section 251; and (b) will be paid, if extension applied for is granted: 5. Dividend payable(a) Rate (b) Total amount 6. Particulars of share holders to whom payable (a) Names and full addresses: (b) Names of shares held: (c) Amount payable: (d) Precise reasons for withholding or deferring payment in case of each share-holder indicating the clause of proviso to sub-section (2) of section 251 under which withholding of deferring of payment permissible: (e) Details of any objection received from persons concerned: 7. Any other information which may have a bearing on the company’s request for extension: The following duly attested documents are appended:(a) Last audited annual balance sheets and profit and loss account and the directors’ report and, if relevant, cash flow statement and statement of changes in equity, if applicable. (b) Documents in support of the claim made in item 6(a) above. List documents Day Month Year

Verified that the information given above and in the accompanying documents, is true and correct to the best of my knowledge and belief and that nothing has been concealed.

Signature of Chief Executive NIC Number Day Date FORM 35A Month Year

THE COMPANIES ORDINANCE, 1984
[See section 255(3) and rule 17A] AUDITORS’ REPORT TO THE MEMBERS We have audited the annexed balance sheet of ----------------------------------------------------as at -------------- and the related *1profit and loss account, cash flow statement and statement of changes in equity together with the notes forming part thereof, for the year then ended and we state that we have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit. It is the responsibility of the company’s management to establish and maintain a system of internal control, and prepare and present the above said statements in conformity with the approved accounting standards and the requirements of the Companies Ordinance, 1984. Our responsibility is to express an opinion on these statements based on our audit. We conduct our audit in accordance with the auditing standards as applicable in Pakistan. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the above said statements are free of any material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the above said statements. An audit also include assessing the accounting policies and significant estimates made by management, as well as, evaluating the overall presentation of the above said statements. We believe that our audit provides a reasonable basis for our opinion and, after due verification, we report that— (a) In our opinion, proper books of accounts have been kept by the company as required by the Companies Ordinance, 1984; in our opinion— (i) the balance sheet and profit and loss account together with the notes thereon have been drawn up in conformity with the Companies Ordinance, 1984, and are in agreement with the books of accounts and *2 are further in accordance with accounting policies consistently applied except for the changes as stated in note(s) with which we concur; the expenditure incurred during the year was for the purpose of the company’s business; and the business conducted, investments made and the expenditure incurred during the year were in accordance with the objects of the company;

(b)

(ii)

(iii)

(c)

in our opinion and to the best of our information and according to the explanations given to us, the balance sheet, *1 profits and loss account, cash flow

statement and statement of changes in equity together with the notes forming part thereof conform with approved accounting standards as applicable in Pakistan, and, give the information required by the Companies Ordinance, 1984, in the manner so required and respectively give a true and fair view of the state of the company’s affairs as at -------------- and of the *3 profit/loss, its cash flows and changes in equity for the year then ended; and (d) in our opinion *4 Zakat deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980), was deducted by the company and deposited in the Central Zakat Fund established under section 7 of that Ordinance. Signature [Name(s) of Auditors] Date Place NOTES Where applicable— *1. *2. Substitute “income and expenditure account” in case of association not for profit. Where there is no change in the accounting policy(ies) the portion “except for the changes as stated in note(s) with which we concur” may be omitted. Substitute “surplus or deficit” in case of association not for profit. Where no Zakat is deductible, substitute “no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980”.

*3. *4.

Where any of the matter referred to in the Auditors’ Report is answered in the negative or with a qualification, the report shall state the reason for such answers alongwith the factual position to the best of the auditors’ information. In the case of a non-listed company reference to “cash flow statement or source and application of funds and statement of changes in equity and opinion thereon may be omitted”.

FORM 35B

THE COMPANIES ORDINANCE, 1984
[See section 255(3) and rule 17B] AUDITORS’ REPORT TO THE MEMBERS OR DIRECTORS IN CASE OF BRANCHES OF FOREIGN BANKS We have audited the annexed balance sheet of --------------------- Bank as at the 31st December ----------, and the related profit and loss account, cash flow statement and statement of changes in equity together with the notes forming part thereof (here in after referred to as the ‘financial statements’) for the year then ended, in which are incorporated the unaudited certified returns from the branches except for------- branches which have been audited by us and we state that we have obtained all the information and explanations which, to the best of our knowledge and belief were necessary for the purposes of our audit.

It is the responsibility of the Bank’s Board of Directors/Management to establish and maintain a system of internal control, and prepare and present the financial statements in conformity with approved accounting standards and the requirements of the Banking Companies Ordinance, 1962 (LVII of 1962), and the Companies Ordinance, 1984 (XLVII of 1984). Our responsibility is to express an opinion on these statements based on our audit. We conducted our audit in accordance with the International Standards on Auditing as applicable in Pakistan. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of any material misstatement. An audit includes examining, on a test basis, evidence supporting amounts and disclosures in the financial statements. An audit also includes assessing accounting policies and significant estimates made by management, as well as, evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion and after due verification, which in case of loans and advances covered more than sixty per cent of the total loans and advances of the bank, we report that:— (a) in our opinion, proper books of accounts have been kept by the ------Bank/branches as required by the Companies Ordinance, 1984 (XLVII of 1984), and the returns referred to above received from the branches have been found adequate for the purposes of our audit; in our opinion— (i) the balance sheet and profit and loss account together with the notes thereon have been drawn up in conformity with the Banking Companies Ordinance, 1962 (LVII of 1962), and the Companies Ordinance, 1984 (XLVII of 1984), and are in agreement with the books of account and are *1 further in accordance with accounting policies consistently applied (except for the changes as stated in note(s) with which we concur); the expenditure incurred during the year was for the purpose of the Bank’s/branches’ business; and the business conducted, investments made and the expenditure incurred during the year were in accordance with the objects of the Bank/branches and the transactions of the Bank/branches which have come to our notice have been within the powers of the Bank/branches;

(b)

(ii)

(iii)

(c)

in our opinion and to the best of our information and according to the explanations given to us the balance sheet, profit and loss account, cash flow statement and statement of changes in equity together with the notes forming part thereof conform with approved accounting standards as applicable in Pakistan, and give the information required by the Banking Companies Ordinance, 1962 (LVII of 1962), and the Companies Ordinance, 1984 (XLVII of 1984), in the manner so required and give a true and fair view of the state of the Bank’s/branches’ affairs as at the 31st December, and its true balance of the profit or loss, its cash flows and changes in equity for the year then ended; and in our opinion *2 Zakat deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980), was deducted by the Bank/branches and deposited in the

(d)

Central Zakat Fund established under section 7 of that Ordinance.

Signature [Name(s) of Auditors) Date Place NOTES Where applicable—
*1.

Where there is no change in the accounting policy or policies the portion “except for changes as stated in note(s)--- with which we concur” may be deleted. Where no Zakat is deductible, substitute “no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980)”. Any other matter which the auditor considers should be brought to the notice of the Members or Directors in case of foreign banks, should also be stated in the report.

*2.

*3

.

Where any of the matters referred to in the Auditor’s Report is answered in the negative or with a qualification, the report shall state the reason for such answers alongwith the factual position to the best of auditors’ information.

FORM 35C [See rule 17C] AUDITORS’ REPORT ON CONSOLIDATED FINANCIAL STATEMENTS We have audited the annexed consolidated financial statements comprising consolidated Balance Sheet of __________ and its subsidiary companies as at ______________ and the related consolidated Profit and Loss Account, consolidated Cash Flow Statement and consolidated Statement of Changes in Equity together with the notes forming part thereof, for the year then ended. We have also expressed separate opinions on the financial statements of ___________ and its subsidiary companies except for ________ and _______ which were audited by other firm(s) of auditors whose report(s) has/have been furnished to us and our opinion, in so far as it relates to the amounts included for such company(ies), is based solely on the report(s) of such other auditors. These financial statements are the responsibility of the Holding Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. Our audit was conducted in accordance with the International Standards on Auditing and accordingly included such tests of accounting records and such other auditing procedures as we considered necessary in the circumstances. In our opinion, the consolidated financial statements present fairly the financial position of __________ and its subsidiary companies as at __________ and the results of their operations for the year then ended. Signature

(Name(s) of Auditors) Date ____________ Place ____________ Note.- Where any of the matter referred to in the Auditors’ Report is answered in the negative or with a qualification, the report shall state the reason for such answers alongwith the factual position to the best of the auditor’s information. FORM 35D [See rule 17C] REVIEW REPORT ON INTERIM FINANCIAL STATEMENTS OF SUBSIDIARY We have reviewed the accompanying Balance Sheet of ______________ as at ____________, and the related Profit and Loss Account, Cash Flow Statement and Statement of Changes in Equity together with the notes forming part thereof, for the _______ months then ended. These financial statements are the responsibility of the company’s management. Our responsibility is to issue a report on these financial statements based on our review. We conducted our review in accordance with the International Standard on Auditing applicable to review engagements. This Standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquires of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and, accordingly, we do not express an audit opinion. Based on our review, nothing has come to our attention that causes us to believe that the accompanying financial statements are not presented fairly, in all material respects, in accordance with approved accounting standards. Signature (Name(s) of Auditors) Date _____________ Place _____________ Notes: Where any of the matter referred to in the Auditors’ Report is answered in the negative or with a qualification, the report shall state the reason for such answers alongwith the factual position to the best of the auditor’s information. Note : Form 35C and 35D inserted by SRO. No. 1003(i)/2003 Dated 29/10/2003.

FORM 35A

THE COMPANIES ORDINANCE, 1984
[See section 255(3) and rule 17A] AUDITORS’ REPORT TO THE MEMBERS We have audited the annexed balance sheet of ----------------------------------------------------*1 as at -------------- and the related profit and loss account, cash flow statement and statement of changes in equity together with the notes forming part thereof, for the year then ended and we state that we have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit. It is the responsibility of the company’s management to establish and maintain a system of internal control, and prepare and present the above said statements in conformity with the approved accounting standards and the requirements of the Companies Ordinance, 1984. Our responsibility is to express an opinion on these statements based on our audit. We conduct our audit in accordance with the auditing standards as applicable in Pakistan. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the above said statements are free of any material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the above said statements. An audit also include assessing the accounting policies and significant estimates made by management, as well as, evaluating the overall presentation of the above said statements. We believe that our audit provides a reasonable basis for our opinion and, after due verification, we report that— (a) In our opinion, proper books of accounts have been kept by the company as required by the Companies Ordinance, 1984; in our opinion— (i) the balance sheet and profit and loss account together with the notes thereon have been drawn up in conformity with the Companies Ordinance, 1984, and are in agreement with the books of accounts and *2 are further in accordance with accounting policies consistently applied except for the changes as stated in note(s) with which we concur; the expenditure incurred during the year was for the purpose of the company’s business; and the business conducted, investments made and the expenditure incurred during the year were in accordance with the objects of the company;

(b)

(ii)

(iii)

(c)

in our opinion and to the best of our information and according to the *1 explanations given to us, the balance sheet, profits and loss account, cash flow statement and statement of changes in equity together with the notes forming part thereof conform with approved accounting standards as applicable in Pakistan, and, give the information required by the Companies Ordinance, 1984, in the manner so required and respectively give a true and fair view of the state *3 of the company’s affairs as at -------------- and of the profit/loss, its cash flows and changes in equity for the year then ended; and in our opinion
*4

(d)

Zakat deductible at source under the Zakat and Ushr Ordinance,

1980 (XVIII of 1980), was deducted by the company and deposited in the Central Zakat Fund established under section 7 of that Ordinance. Signature [Name(s) of Auditors] Date Place NOTES Where applicable— *1. *2. Substitute “income and expenditure account” in case of association not for profit. Where there is no change in the accounting policy(ies) the portion “except for the changes as stated in note(s) with which we concur” may be omitted. Substitute “surplus or deficit” in case of association not for profit. Where no Zakat is deductible, substitute “no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980”.

*3. *4.

Where any of the matter referred to in the Auditors’ Report is answered in the negative or with a qualification, the report shall state the reason for such answers alongwith the factual position to the best of the auditors’ information. In the case of a non-listed company reference to “cash flow statement or source and application of funds and statement of changes in equity and opinion thereon may be omitted”.

FORM 35B

THE COMPANIES ORDINANCE, 1984
[See section 255(3) and rule 17B] AUDITORS’ REPORT TO THE MEMBERS OR DIRECTORS IN CASE OF BRANCHES OF FOREIGN BANKS We have audited the annexed balance sheet of --------------------- Bank as at the 31st December ----------, and the related profit and loss account, cash flow statement and statement of changes in equity together with the notes forming part thereof (here in after referred to as the ‘financial statements’) for the year then ended, in which are incorporated the unaudited certified returns from the branches except for------- branches which have been audited by us and we state that we have obtained all the information and explanations which, to the best of our knowledge and belief were necessary for the purposes of our audit. It is the responsibility of the Bank’s Board of Directors/Management to establish and maintain a system of internal control, and prepare and present the financial statements in conformity with approved accounting standards and the requirements of the Banking Companies Ordinance, 1962 (LVII of 1962), and the Companies Ordinance, 1984 (XLVII of 1984). Our responsibility is to express an opinion on these statements based on our audit. We conducted our audit in accordance with the International Standards on Auditing as applicable in Pakistan. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of any material misstatement. An audit includes examining, on a test basis, evidence supporting amounts and disclosures in the financial statements. An audit also includes assessing accounting policies and significant estimates made by management, as well as, evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion and after due verification, which in case of loans and advances covered more than sixty per cent of the total loans and advances of the bank, we report that:— (a) in our opinion, proper books of accounts have been kept by the ------Bank/branches as required by the Companies Ordinance, 1984 (XLVII of 1984), and the returns referred to above received from the branches have been found adequate for the purposes of our audit; in our opinion— (i) the balance sheet and profit and loss account together with the notes thereon have been drawn up in conformity with the Banking Companies Ordinance, 1962 (LVII of 1962), and the Companies Ordinance, 1984 (XLVII of 1984), and are in agreement with the books of account and are *1 further in accordance with accounting policies consistently applied (except for the changes as stated in note(s) with which we concur); the expenditure incurred during the year was for the purpose of the Bank’s/branches’ business; and the business conducted, investments made and the expenditure incurred during the year were in accordance with the objects of the Bank/branches and the transactions of the Bank/branches which have come to our notice have been within the powers of the Bank/branches;

(b)

(ii)

(iii)

(c)

in our opinion and to the best of our information and according to the explanations given to us the balance sheet, profit and loss account, cash flow statement and statement of changes in equity together with the notes forming part thereof conform with approved accounting standards as applicable in Pakistan, and give the information required by the Banking Companies Ordinance, 1962 (LVII of 1962), and the Companies Ordinance, 1984 (XLVII of 1984), in the manner so required and give a true and fair view of the state of the Bank’s/branches’ affairs as at the 31st December, and its true balance of the profit or loss, its cash flows and changes in equity for the year then ended; and in our opinion Zakat deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980), was deducted by the Bank/branches and deposited in the Central Zakat Fund established under section 7 of that Ordinance.
*2

(d)

Signature [Name(s) of Auditors) Date Place NOTES Where applicable—
*1.

Where there is no change in the accounting policy or policies the portion “except for changes as stated in note(s)--- with which we concur” may be deleted. Where no Zakat is deductible, substitute “no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980)”. Any other matter which the auditor considers should be brought to the notice of the Members or Directors in case of foreign banks, should also be stated in the report.

*2.

*3

.

Where any of the matters referred to in the Auditor’s Report is answered in the negative or with a qualification, the report shall state the reason for such answers alongwith the factual position to the best of auditors’ information.

FORM 35C [See rule 17C] AUDITORS’ REPORT ON CONSOLIDATED FINANCIAL STATEMENTS We have audited the annexed consolidated financial statements comprising consolidated Balance Sheet of __________ and its subsidiary companies as at ______________ and the related consolidated Profit and Loss Account, consolidated Cash Flow Statement and consolidated Statement of Changes in Equity together with the notes forming part thereof, for the year then ended. We have also expressed separate opinions on the financial statements of ___________ and its subsidiary companies except for ________ and _______ which were audited by other firm(s) of auditors whose report(s) has/have been furnished to us and our opinion, in so far as it relates to the amounts included for such company(ies), is based solely on the report(s) of such other auditors. These financial statements are the responsibility of the Holding Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. Our audit was conducted in accordance with the International Standards on Auditing and accordingly included such tests of accounting records and such other auditing procedures as we considered necessary in the circumstances. In our opinion, the consolidated financial statements present fairly the financial position of __________ and its subsidiary companies as at __________ and the results of their operations for the year then ended. Signature (Name(s) of Auditors) Date Place ____________ ____________

Note.- Where any of the matter referred to in the Auditors’ Report is answered in the negative or with a qualification, the report shall state the reason for such answers alongwith the factual position to the best of the auditor’s information.

FORM 35D [See rule 17C] REVIEW REPORT ON INTERIM FINANCIAL STATEMENTS OF SUBSIDIARY We have reviewed the accompanying Balance Sheet of ______________ as at ____________, and the related Profit and Loss Account, Cash Flow Statement and Statement of Changes in Equity together with the notes forming part thereof, for the _______ months then ended. These financial statements are the responsibility of the company’s management. Our responsibility is to issue a report on these financial statements based on our review. We conducted our review in accordance with the International Standard on Auditing applicable to review engagements. This Standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquires of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and, accordingly, we do not express an audit opinion. Based on our review, nothing has come to our attention that causes us to believe that the accompanying financial statements are not presented fairly, in all material respects, in accordance with approved accounting standards. Signature (Name(s) of Auditors) Date _____________ Place _____________ Notes: Where any of the matter referred to in the Auditors’ Report is

answered in the negative or with a qualification, the report shall state the reason for such answers alongwith the factual position to the best of the auditor’s information.

FORM 36

THE COMPANIES ORDINANCE, 1984
[Section 289]
NOTICE TO DISSENTING SHAREHOLDERS Please complete in typescript or in bold block capitals. 1. Incorporation Number

2.

Name of the Company

3.

Fee Paid (Rs.)

Name & Branch of The Bank Day Date (Bank challan to be attached in original) Month Year

4.

Receipt No.

5. In the matter of (hereinafter called the transferor company) 6. Notice by (hereinafter called the transferee company). 7. To: Name(s) and addresses of dissenting shareholder(s). 8. 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 289(1) of the Companies Ordinance, 1984, 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 Court 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 Court 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. 9. Date of approval 10. Date of notice 11. No 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 12. Date on which acquiring of shares is proposed: 13. Signature

14. Name of Signatory 15. Designation 16. NIC Number Day 17. Date Month Year

FORM 37 THE COMPANIES ORDINANCE, 1984 [Section 289 (5) and rule 21] 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 1. Name of the Company making the offer or issuing any circular in connection with the offer. 2. Capital structure of the transferee Company; 3. Management structure of the transferee Company (composition of Board of Directors and particulars regarding Chief Executive). 4. Extent of shareholding of the Chief Executive, Directors, Secretary or their associates in the transferee Company. 5. Extent of shareholding of the Chief Executive, Directors, Managing Agents (if any), Secretary and Chief Accountant or their associates of the transferee Company in the transferor Company. 6. If the offer is being made on behalf of the Company by any other person, the interest of the person in the Company which is making the offer

7. Name of the transferor Company 8. Capital structure of the transferor Company 9. Management structure (composition of Board of Directors, and particulars regarding Chief Executive). 10. Extent of shareholdings of the Chief Executive, Directors, Managing Agents (if any), Secretary and Chief Accountant or their associates, if any, of the transferor Company in the transferor and transferee Companies

11.

A summary of the financial position of the transferee and transferor Companies to be given separately in the pro forma contained in the Appendix

12. The prices offered for the purchase of the shares of the transferor company; or 13. Full particulars of the consideration offered other than cash for the purchase of shares of the transferor company.

14.

If the consideration offered involved allotment of shares in transferee company, then specify full particulars of the; shares; The right attached thereto;

14.1 14.2

14.3 Basis of valuation of shares of transferor company. 14.4 Valuation of the shares of transferee company proposed to be allotted.

15. Sources from which the transferee Company proposes to pay for the acquisition of the said shares, if the consideration is cash. 16. Details of transfers of shares in the transferor Company by its Chief Executive, Directors, Managing Agents (if any), Secretary and Chief Accountant or their associates in the two years preceding the offer. 17. Reasons for which the offer has been recommended for acceptance by the 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 (if any), Secretary and Chief Accountant or their associates in the transferee Company.

18. A certificate from the Auditor of the transferee Company that the information contained in the offer/ recommendation is correct should be attached. 19. Note: Statement pursuant to clause (b) of sub-section (5) of section 289 shall be furnished separately

APPENDIX TO THE FORM 20. Financial liquidity position of the Company according to the latest audited balance sheet.

Rs. 20.1 Current assets (including investments other than trade investments and investments in subsidiary Companies Less Current liabilities (including short-term loans liabilities). Liquid Surplus Add ____________ Fixed Assets Trade investments and investments in subsidiary Companies

Rs.

20.2 20.3

20.4

20.5 20.6

Less 20.6 Long term loans and liabilities Net worth as on ____________ (date of balance sheet) 20.8 Note: In making the above computation following items shall be made:20.9 Intangible assets, e.g., goodwill, etc. 20.10 Doubtful assets, e.g. doubtful and bade debts, etc 20.11 Deferred revenue expenditure 20.12 Accumulated losses 20.13 Arrears of depreciation 20.14 Any other amount, appearing in the balance sheet required to be deducted in accordance with accounting practices. 20.7

of net worth, adjustment in respect of the

__________ __________ __________ __________ __________

__________ __________ __________ __________ __________

_______ Total _______

_______ __________

21.

RECONCILIATION OF NET WORTH Rs. Rs.

21.1

Paid up Capital Add__________ 21.2 Reserves (Please specify details) 21.3. Less_____________ 21.4 Intangible assets and any other amount required to be deducted (vide note above) 21.5 Net worth as on…………………

________

_______

FORM 38 THE COMPANIES ORDINANCE 1984 [Section 452(I)(a) and rules 22 and 23} DOCUMENTS (CHARTER / STATUTE / MEMORANDUM AND ARTICLES, ETC.) DELIVERED FOR REGISTRATION BY A FOREIGN COMPANY Please complete in typescript or in bold block capitals. 1. Serial number of company 2. Name of the Company

3. Date of incorporation (in the country of origin) 4. Incorporated in (state name of the country of origin) 5. Status of the company (in the country of origin) 6. Status of company in Pakistan Liaison office Branch office (strike out the appropriate box)

7. Name of parent/holding company 8. Fee Paid (Rs.)

Name & Branch of The Bank Day Date (Bank challan to be attached in original) 1. 2. (Here state full address of all places of business in Pakistan) Month Year

9.

Receipt No.

10. Place(s) of business in Pakistan: -

11. Presented for filing of Charter / Statute / Memorandum and Articles of Association / ……………………………… (other instrument to be specified), constituting or defining the constitution of the company. 12. (Duly certified by public officer / notary public of country of origin and signed by Pakistani diplomat posted in that country as required by the Companies (General Provisions and Forms) Rules, 1985 pursuant to section 451(I)(a) of the Companies Ordinance, 1984 must be filed.)

13. Language in which the above documents filed in country of

origin. 14. Certified translation thereof in English or Urdu language 15. Signature Enclosed / Not required.

16. Name of Signatory

17. Designation (attach special power of attorney if signed by a person other than an authorized person under section 451 (1)(e) of the Companies Ordinance, 1984).

18. NIC Number/Passport Number (for foreigner only) of Signatory Day 19. Date Month Year

FORM 39 THE COMPANIES ORDIANCE, 1984 (section 451(I) (b) and 452(b) RETURN SHOWING ADDRESS OF THE REGISTERED OR PRINCIPAL OFFICE OF A FOREIGN COMPANY OR OF ANY CHANGE THEREIN Please complete in typescript or in bold block capitals. 1. Serial number of company Name of the company

2

3.

Date of incorporation (in the country of origin) Incorporated in (state name of the country of origin)

4.

5.

Status of the company (in the country of origin) Status of company in Pakistan Liaison office Branch office (strike out the appropriate box)

6.

7.

Name of parent/holding company

8.

Fee paid Rs.

9.

Receipt No. 1.

Name & Branch of the Bank Day Date
(Bank challan to be attached in original)

Month

Year

10.

Notice is hereby given, pursuant to section 451(I)(b)and 452(b) of the Companies Ordinance, 1984, by the above said company having a place(s) of business in Pakistan at :-

2. 3. (here state full address of all places of business in Pakistan)

11. Address of the registered or Principal office of the company :( in the country of origin)

12. Address of the registered or Principal office of the company changed from:-

13. Address of the registered or Principal office of the company changed to:14. Changed on 15. Signature

16. Name of Signatory 17. Designation (Attach special power of attorney if signed by a person other than an authorized person under section 451 (1)(e) of the Companies Ordinance, 1984). 18. NIC Number Passport No. 19. Date of Signatory or Day Month Year

FORM 40 THE COMPANIES ORDINANCE, 1984 (section 451(1) (c) and 452(c) RETURN SHOWING PARTICULARS OF DIRECTORS, CHIEF EXECUTIVE AND SECRETARIES (IF ANY) OF A FOREIGN COMPANY OR OF ANY ALTERATION THEREIN Please complete in typescript or in bold block capitals. 1. Serial number of company 2. Name of the Company 3. Date of Incorporation
origin) (in the country of

4. Incorporated in (state name of the country of origin)
5. Status of the company (in the country of origin)

6. Status of company in Pakistan

Liaison office

Branch office

(strike out the appropriate box)

7. Name of parent/holding company

8. Fee paid Rs. 9.Receipt No. 10.Place(s) of business in Pakistan 1. 2. 3.

Name & Branch of the Bank Date

11. Particulars of Directors, Chief Executive and Secretaries of the company in the country of origin Present and surname In full (1) Former name and surname in full (if any) (2) Status/ Designation Usual residential address in full (4)

(3)

Nationality

(5)

Nationality of origin (if other than the present nationality) (6)

N.I.C No. or Passport No. (Whichever is applicable) (7)

Business, Occupation and other directorship, if any (8)

Remarks as to alteration with date

(9)

12. Signature

13. Name of Signatory 14. Designation (attach special power of attorney if signed by a person other than an authorized person under section 451 (1)(e) of the Companies Ordinance, 1984). 15. NIC Number of signatory Day 16. Date Month Year

FORM 41 THE COMPANIES ORDINANCE, 1984 (section 451(1) (d) and 452(d) RETURN SHOWING PARTICULARS OF PRINCIPAL OFFICER OF A FOREIGN COMPANY OR OF ANY CHANGE THEREIN Please complete in typescript or in bold block capitals. 1. Serial number of company 2. Name of the Company 3. Date of Incorporation (in the country of origin) 4. Incorporated in (state name of the country of origin) 5. Status of the company (in the country of origin) 6. Status of company in Pakistan Liaison office Branch office (strike out the appropriate box)

7. Name of parent/holding company

8. Fee paid Rs.

9. Receipt No.

Name & Branch of the Bank Day Date
(Bank challan to be attached in original)

Month

Year

10.Place(s) of business in Pakistan

1. 2. 3.

11. Particulars of Principal Officer and of any alteration therein Present and surname In full Former name and surname in full (if any) (2) Status/ Designation Usual residential address in full (4)

(1)

(3)

Nationality

Nationality of origin (if other than the present nationality)

N.I.C No. or Passport No. (Whichever is applicable.

Business, Occupation and other directorship, if any

Remarks as to alteration with date

(5)

(6)

(7)

(8)

(9)

12. Signature

13. Name of Signatory 14. Designation
(attach special power of attorney if signed by a person other than an authorized person under section 451 (1)(e) of the Companies Ordinance, 1984).

15.

NIC Number of passport number

signatory

or Day Month Year

16. Date

FORM 42 THE COMPANIES ORDINANCE, 1984 (Section 451(1) (e) and 452(e)
RETURN SHOWING PARTICULARS OF PERSONS RESIDENT IN PAKISTAN AUTHORISED TO ACCEPT SERVICE ON BEHALF OF A FOREIGN COMPANY OF ANY ALTERATION THEREIN

Please complete in typescript or in bold block capitals. 1. Serial number of company 2. Name of the Company 3. Date of Incorporation
country of origin) (in the

4. Incorporated in (state name of the country of origin)
5. Status of the company (in the country of origin)

6. Status of company in Pakistan 7. Name of parent/holding company 9. Fee paid Rs. 10. Receipt No. 11.Place(s) of business in Pakistan

Liaison office

Branch office

(strike out the appropriate box)

Name & Branch of the Bank Date 1. 2. 3.

12.

Particulars of persons authorised to accept service on behalf of the Company or of any alteration therein. Give a list showing particulars of some one or more persons resident in Pakistan and authorised to accept on behalf of the Company services of process and any notice or other document required to be served on the Company of any alteration therein pursuant to section 451(I)(e) / 452(e) of the Companies Ordinance, 1984.

Present and surname In full (1)

Former name and surname in full (if any) (2)

Status/ Designation

Usual residential address in full (4)

(3)

Nationality

(5)

Nationality of origin (if other than the present nationality) (6)

N.I.C No. or Passport No. (Whichever is applicable) (7)

Business, Occupation and other directorship, if any (8)

Remarks as to alteration with date

(9)

12. Signature 13. Name of Signatory 14. Designation
(attach special power of attorney if signed by a person other than an authorized person under section 451 (1)(e) of the Companies Ordinance, 1984).
15. .NIC Number of signatory or Passport number

Day 16. Date

Month

Year

FORM 43 THE COMPANIES ORDINANCE, 1984 (Section 451(1) (f) and 452(f) RETURN SHOWING ADDRESS OF THE PRINCIPAL PLACE OF BUSINESS IN PAKISTAN OF A FOREIGN COMPANY OR OF ANY CHANGE THEREIN Please complete in typescript or in bold block capitals. 1. Serial number of company 2. Name of the Company 3. Date of Incorporation (in the country of origin) 4. Incorporated in (state name of the country of origin)
5. Status of the company (in the country of origin)

6. Status of company in Pakistan

Liaison office

Branch office

(Strike out the appropriate box)

7. Name of parent/holding company

8. Fee paid Rs. 9. Receipt No. 10.Place(s) of business in Pakistan 1. 2. 3.

Name & Branch of the Bank Date
(Bank challan to be attached in original)

(Here state full addresses of all places of business in Pakistan) 11. Above named company hereby gives you notice that the office situated at shall be deemed to be the Principal place of business of the Company in Pakistan:12. Address of the Principal place of business of the Company in Pakistan: 13. Province 14. Previous address of the Principal
place of business of the Company in Pakistan

15. Date on which Principal place of business of the Company established in Pakistan shifted: 16. Signature

17. Name of Signatory

18. Designation (attach special power of attorney if signed by a person other than an authorized person under section 451 (1)(e) of the Companies Ordinance, 1984).

19. NIC Number of signatory or passport number Day 20. Date Month Year

FORM 44 THE COMPANIES ORDINANCE, 1984 (Section 452(a) and rules 22 and 23) RETURN OF ALTERATION IN CHARTER, ETC OF A FOREIGN COMPANY Please complete in typescript or in bold block capitals. 1. Serial number of company 2. Name of the Company 3. Date of Incorporation (in the country of origin) 4. Incorporated in (state name of the country of origin)
5. Status of the company (in the country of origin)

6. Status of company in Pakistan

Liaison office

Branch office

(strike out the appropriate box)

7. Name of parent/holding company

8. Fee paid Rs. 9. Receipt No. 10.Place(s) of business in Pakistan 1. 2. 3.

Name & Branch of the Bank Date

(Here state full addresses of all places of business in Pakistan) 11. Above named company hereby gives you notice, pursuant to section 252(a) of the Companies Ordinance, 1984 of the alteration in the document constituting or defining the constitution of the Company.

12. Description of document 13. Brief description alteration: of the

Charter / Statute / Memorandum of Association / Articles /

(Attach copies of the resolution and amended document duly certified by public office or notary public of country of origin and attested by Pakistani diplomat in that country.)

14. Language 15. Translation in Urdu or English duly certified. 16. Date of alteration made 17. Signature Enclosed / Not required (if original document exists in Urdu or English)

18. Name of Signatory

19. Designation
(Attach special power of attorney if signed by a person other than an authorized person under section 451 (1)(e) of the Companies Ordinance, 1984).

20. NIC Number of signatory or passport number Day 21. Date Month Year

FORM 45 THE COMPANIES ORDINANCE, 1984 {(section 453(1) } LIST OF PLACES OF BUSINESS ESTABISHED BY A FOREIGN COMPANY IN PAKISTAN AND SUBMISSION OF ACCOUNTS BY FOREIGN COMPANIES

Please complete in typescript or in bold block capitals. 1. Serial number of company 2. Name of the Company 3. Date of Incorporation (in the country of origin) 4. Incorporated in (state name of the country of origin)
5. Status of the company (in the country of origin)

6. Status of company in Pakistan

Liaison office

Branch office

(strike out the appropriate box)

7. Name of parent/holding company

8. Fee paid Rs. 9. Receipt No. 10.Place(s) of business in Pakistan 1.

Name & Branch of the Bank Date

(state principal place of business as registered pursuant to section 451(1)(f) of the Companies Ordinance, 1984). 2. 3. (Here state full addresses of all places of business in Pakistan ) 11. Date upto which the balance sheet and profit and loss account required to be delivered pursuant to section 453(1) of the Companies Ordinance, 1984. 12. Five copies of balance sheet and profit and loss account required to be delivered pursuant to section 453(1) of the Companies Ordinance, 1984 are enclosed. 13. List of Pakistani members and debenture-holders is enclosed. 14. Signature Enclosed / Not enclosed

Enclosed / Not enclosed

15. Name of Signatory 16. Designation
(Attach special power of attorney if signed by a person other than an authorized person under section 451 (1)(e) of the Companies Ordinance, 1984).

17. NIC Number of signatory or Passport Number Day 18. Date Month Year

FORM 46 THE COMPANIES ORDINANCE, 1984 {Section 458} NOTICE BY A FOREIGN COMPNAY ON CEASING TO HAVE ANY PLACE OF BUSINESS IN PAKISTAN Please complete in typescript or in bold block capitals.

1. Serial number of company 2. Name of the Company 3. Date of Incorporation (in the country of origin) 4. Incorporated in (state name of the country of origin)
5. Status of the company (in the country of origin)

6. Status of company in Pakistan

Liaison office

Branch office

(strike out the appropriate box)

7. Name of parent/holding company

8. Fee paid Rs.

9. Receipt No.

Name & Branch of the Bank Day Month Date (Bank challan to be attached in original)

Year

10. The above named company hereby gives you notice, in pursuance of section 458(1) of the Companies Ordinance,1984, that it intends to cease to have the following place(s) of business in Pakistan:11. Address of principal place of business in Pakistan 12. Province 13. Place(s) of business in Pakistan 14. Date of ceasing (Notice is given at least 30 days before the company intends to cease to have its place of business in Pakistan) 15. Advertisement made in: 16. Date of advertisement:

17. Signature

18. Name of Signatory 19. Designation
(attach special power of attorney if signed by a person other than an authorized person under section 451 (1)(e) of the Companies Ordinance, 1984).

20. NIC Number of signatory or Passport Number
Day Month Year

21. Date

THE COMPANIES (INVITATION AND ACCEPTANCE OF DEPOSITS) RULES, 1987 S.R.O. 778(1)/87, Islamabad, the 26th September, 1987,---In exercise of the power conferred by section 88, read with section 506 of the Companies Ordinance, 1984 (XLVII of 84), and the Finance Division Notification No S.R.O. 698(1)/86, dated the 2nd July, 1986 the Corporate Law Authority hereby makes the following rules, the same having been published previously as required under the said section 506, namely:1. Short title and commencement.--- (1) These rules may be called the Companies (Invitation and Acceptance of Deposits) Rules, 1987. (2) They shall come into force on the first day of January 1988. (3) They shall apply to all companies, except the banking companies. 2. Definitions.--- (1) In these rules, unless there is anything repugnant in the subject or context,--(a) "banking company" means a banking company as defined in the Banking Tribunals Ordinance, 1984 (LIVE of 1984); (b) "deposit" means any deposit of money with and includes any amount borrowed by a company but shall not include a loan raised by issue of debentures or a loan obtained form a banking company or a financial institution; (c) "depositor" includes any person, other than a banking company or a financial instatetin, who has given a loan or provided finance other than— (i) finance by way of contribution towards share capital; or (ii) finance by way of redeemable capital on contribution to debentures issued by the company to a company. (d) "form" means a form annexed to these rules; (e) "free reserves" includes any amount which, having been set aside out of revenue or other surpluses, excluding surplus on revaluation of assets, after adjustment of all intangible .or fictitious assets is free in that it is not retained to meet any diminution in value of assets, specific liability contingency or commitment known to exist at the date of the balance sheet; (f) "Ordinance" means the Companies Ordinance, 1984 (XLVII of 1984); (g) "Schedule" means a schedule to the Ordinance; and (h) "section" means a section of the Ordinance.

(2) All other terms and expressions used but not defined in these rules shall have the same meaning as in the Ordinance. 3. Acceptance of deposits by companies.-- (1) No company shall accept any deposit--(a) for purposes other than the financing of its own business as referred to in Explanation to clause (c) of section 5 of the Banking companies Ordinance, 1962 .(LIVE of 1962): (b) from another company, except a company which is its holding company: (c) which is repayable on demand or on notice or repayable earlier than the expire of six months or later than the expire of thirty-six months from the date of acceptance or renewal of such deposit, or renew any such deposit accepted by it, whether before or after the commencement of these rules; Provided that a company may, for the purpose of meeting any of its short-term requirements of funds. accept or retain or renew deposits for repayment earlier than six months from the date of deposit or renewal, as the case may be, subject to the conditions that such deposits (i) shall not exceed ten per cent. of the aggregate of the paid-up share capital and free reserves of the company; and (ii) shall be repayable not earlier than three months from the date of such deposit or renewal, as the case may be: Provided further that, where a company has, before the coming into force of these rules, ‘accepted any deposit repayable after a period of more than thirty. -six months, such deposits shall, unless renewed after the coming into force of these rules, be repaid in accordance with the terms of such deposits. (2) No company shall accept or renew or retain any deposits, if the amount of such deposit, together will the amount or such other deposits, referred to in this rule and outstanding on the date of acceptance or renewal of such deposits, including any deposit accepted under proviso to sub-rule (1), exceeds twenty-five per cent. of the aggregate of the paid-up share capital and free reserves of the company. (3) If, immediately before the commencement of these rules any deposit, accepted by a company before such commencement, exceeds the limit specified in sub-rule (2), the company shall, within five years from the date of coming into force of these rules, bring down the deposits to the limit aforesaid and for this purpose the company shall not renew or retain such deposits on expire of their pre-existing term nor accept any further deposits besides repaying the same and adopting other measures to bring down the aggregate deposits within the limits permissible under this rule during the said period of five years. (4) Nothing contained in this rule shall apply to the following .types of deposits, namely:--

(a) any amount received from or guaranteed by the Federal Government or the Government of a province or a corporation owned or controlled by any such Government; (b) loans or finance raised by issue of debentures on redeemable capital; (c) finance as defined in the Banking Tribunals Ordinance, 1984 (LIVE of 1984) obtained from a banking company or a financial institution; (d) advance or application money or subscription for shares in the company; (e) security deposits with utility companies; (f) security deposits in connection with the execution of contracts; (g) earnest-moneys received from tenders; (h) deposits to undertaken deposit works; (i) rent received in advance from a lessee; (j) amount received by way of security or an advance from any purchasing agent, selling agent or other agent in the ordinary. course of business of the company or an advance received against orders for the supply of goods or properties or for rendering services; (k) amount, received from an employee by way of security deposit or contribution towards provident fund; (l) amounts received from employees for payment of annuities or super annuation benefits; and (m) amount received from a person who at the time of the receipt of the amount by the company was a director of the company or any amount received by a private company from its shareholders, provided such amount has not been raised from any other person or persons except his spouse and children. Explanation .-- For the purpose of this rule, in arriving at the aggregate of the paidshare capital and free reserves there shall be deducted from the aggregate of the paid-up share capital and free reserves as appearing in the latest audited balancesheet of the company, the amount of accumulated balance of loss and balance of deferred revenue expenditure, if any, as disclosed in the said balance sheet. 4. Purpose for which deposits cannot be utilised. --No company shall utilise the deposits received by it for providing financial assistance to any other person. 5. Maintenance of liquid assets--- (1) Every company shall before the 31st day of December of each calendar year deposit or invest, as the case may be, a sum which shall not be less than ten per cent of the amount of its deposits maturing during the year ending on the 31st day of December next following, in any one or more of the following modes, namely:.-

(a) in a National Savings Scheme (b) in a special account to be opened by the company for the purpose in a scheduled bank, free from charge or lien; (c) in Government securities; or (d) in such other securities as are notified by the Authority for the purpose.(2) The amount deposited or invested, as the cast: may be, under sub-rule (i), shall not be utilised for any purpose other than for the repayment of deposits maturing during the year referred to in that sub-rule, provided that the amount remaining deposited or invested, as the case may be, shall not at any time fall below ten per cent. of the amount of deposits maturing until the 31st day of December of that year. 6. Obligation of public companies to issue advertisement and provisions relating thereto.--- (1) Subject to rule 7, every company intending to invite or allow or cause any other person to invite deposits shall issue an advertisement for the purpose in one daily newspaper in English language and in one daily newspaper in Urdu language circulating in the province in which the registered and other offices of the company are situated. (2) No company shall’ issue or allow any other person to issue or cause to be issued on its behalf any advertisement, inviting deposits unless such advertisement is issued on the authority and in the name of the Board of Director of the company and contains a reference to the conditions subject to which deposits shall be accepted by the company, the date on which the said Board of Directors has approved the text of the advertisement. and the matters specified in Form No. 1. (3) An advertisement issued in accordance with this rule shall be valid until the expire of six months from the date of closure of the financial year in which it is issued or until the date on which the balance sheet is laid before the company in general meeting, or where the annual general meeting for any year has not been held. the latest day on which that meeting should have been held in accordance with the provisions of the Ordinance, whichever is earlier, and a fresh advertisement shall be made in each succeeding financial year for inviting deposits during that financial year, within a fortnight of expire of the said period. (4) The advertisement referred to in this rule shall not be issued by or on behalf of a company unless before the date of its issue, approval of the Authority to its issue, circulation or publication has been obtained within sixty days preceding the date of its issue and there has been delivered to the registrar concerned for registration a copy thereof authenticated by the chief executive of the company and a majority of the other directors on the Board of Directors of the company as constituted at the time the Board approved the advertisement. Explanation---For the purposes of this rule, the dale of the newspaper in which the advertisement first appears shall be taken as the date of issue of the advertisement. 7. Certain provisions to apply to private companies and public companies not issuing advertisement.--- The following provisions shall apply to public companies not issuing advertisement and the private companies in addition to the other provisions or conditions laid down in these rules, namely:

(a) No private company shall invite or allow or cause any other person to invite deposits from the public whether by issue of an advertisement public notice or otherwise: (b) A private company may accept deposits from persons other than its directors or shareholders or their spouses or minor children, provided that the number of such persons shall not exceed twenty at any time; (c) Where a public company intends to accept deposits without issuing an advertisement or a private company intends to accept deposits in the manner permissible under these rules, it shall before accepting deposits obtain the approval of the Authority, and deliver to the registrar concerned for registration a statement in lieu of advertisement containing all the particulars required to be included in the advertisement by virtue of sub-rule (2) of rule 6 authenticated duly in the manner provided in sub-rule (4) of that rule. (d) A statement delivered under sub-rule (3) of rule 6 shall be valid until the expire of six months from the date of closure of the financial year in which it is so delivered or until the date on which the balance sheet is laid before the company in general meeting, or where annual general meeting for any year has not been held, the latest day on which that meeting should have been held in accordance wit he provisions of the Ordinance, whichever is earlier, and a fresh statement in lieu of the advertisement shall be delivered to the registrar concerned within a fortnight of expire of the period. 8. From of application for deposits.--- (1) No company shall renew or renew any deposit referred to in rule 2 unless an application is made by the intending depositor for the acceptance of such deposit and such application contains a declaration by such person to the effect that the amount is not being deposited out of the funds acquired by him by borrowing or accepting deposits from any other person except his spouse or minor children. (2) The application referred to in sub-rule (1) shall be made in the form supplied by the company and such form shall be accompanied by a statement by the company containing all the particulars specified in sub-rule (2) of the rule 6 and incorporating therein all changes in relation to such particulars upto the date on which the form is issued by the company. 9. Furnishing of receipt to depositors.---(1) Every company shall, on the acceptance or renewal of a deposit, furnish to the depositor or hit agent, receipt for the amount received by the company. (2) The deposit receipt referred to sub-rule (1) shall be signed by an officer of the company duly authorised by the company in this behalf, and shall state the date of deposit, the name and address of depositor, the amount received by the company as deposit with nature thereof, the rate of return payable thereon and the date on which the deposit is repayable 10. Register of deposits.---(l) Every company accepting deposits shall keep at its registered office one or more registers in which there shall be entered separately in the case of each depositor, the following particulars namely:

(a) name and address of the depositor; (b) date and amount of each deposit with nature thereof; (c) duration of the deposit and the date on which each deposit is repayable; (d) rate of return; (e) date or dates on which payment of return will be made; (f) date or dates on which firm actually paid and the amount paid on each date; (g) dale on which the deposit is actually repaid and the amount repaid; (h) date of renewal, if renewed; and (i) any other particulars relating to the deposit. (2) The register or registers referred to in sub-rule (1) shall be preserved in good order for a period of not less than ten calendar years from the financial year in which the last entry is made in the register and shall be open to inspection by any shareholder or depositor of the company without charge. 11. Circulation of information to the depositors.---(1) Every company which has accepted or invited deposits under rule 3 shall within six months of the close of the accounting year of the company send to every depositor the particulars and information required to be included in the case of a public company in an advertisement inviting deposits and in the case of any other company the statement in lieu of advertisement. (2) Every depositor shall be supplied within seven days of his request a copy of the latest audited balance sheet and profit and loss account of the company free of cost. 12. Prohibition on employing agents for soliciting deposits and payment of commission, etc.---No company shall employ an agent for soliciting, collecting and receiving deposits or pay any commission of brokerage to any one on deposits received by it. 13. General provisions regarding repayment of deposits.---(1) Where a company makes repayment of a deposit after the expire of a period of six months from the date of such deposit but before the expire of the period for which such deposit was accepted by the company the return payable by the company on such deposit calculated on daily product basis, shall be reduced by one-fourth from the return due on the deposit and the company shall not pay return higher than the profit as so reduced. (2) Where any repayment of he deposit or payment of any return thereon, is not made within seven days of the date on which it becomes payable, the company shall pay to the depositor an additional return at the rate of two per cent per month calculated on daily product basis, or such higher rate as may be specified by the Authority in the case of any particular company or depositor or class of companies or depositors. (3) A deposit accepted or received by a company, whether before or after commencement of these rules, and any return due thereon shall be repaid or paid, as the case may be. on a date not later than seven days from the date becoming due or payable and if default is made in repayment of any deposit or payment of return thereon as aforesaid without approval of the Authority, the company shall forthwith discontinue acceptance of new deposits and renewal of deposits already received by it until permitted by the Authority and subject to conditions as may be imposed by it.

14. Power of Authority to decide certain questions.---If the question arises as to whether these rules are or are not applicable to particular company or deposit, such question shall be decided by the Authority. 15. Return of deposits to be filed with the Registrar.---(1) Every company to which these rules apply, shall or before the 31st day of March of every year, file with the Registrar, a return in Form-II and furnish the information contained therein as on the 31st day of December of the previous year certified by the auditor of the company. (2) A copy of the return shall also be simultaneously furnished to the Authority. 16. Penalty---If a company or any other person contravenes any provision of these rules for which no punishment is provided in the ordinance, the company and every officer of the company or such other person, who is in default, shall be punishable with fine which may extend to two thousand rupees and where the contravention is a continuing one, with a further fine which may extend to one hundred rupees for every day after the first during which the contravention continues.’

MATTERS TO BE SPECIFIED IN THE ADVERTISEMENT [See Rule 6(2)] (a) Name of the company and address of the registered office; (b) Date of incorporation of the company; (c) Status of the company, i.e., whether public (Listed or not) or private; (d) Particulars of Holding Company/Subsidiaries; (e) Names, addresses and occupations of the Chief Executive and Directors; (f) Date on which the Board of directors approved the advertisement statement; (g) Business carried on by the company and its subsidiaries with the details of branches and units/projects, if any; (h) Purpose for which deposit invited/solicited specifying the main projects/objects to be financed with deposits; (i) Profits of the company, before and after making provision for taxes or loss, as the case may be, for the three financial years immediately preceding the date of advertisement (or. such shorter period as the company may have issued accounts); (j) Dividend/bonus declared by the company in each of the last three financial years of the company (or such shorter period for which the company may have issued accounts); (k) A summarised financial position of the company appearing in the two balance sheets immediately preceding the date of the advertisement in the following form certified by the Company’s auditors: SUMMARISED FINANCIAL POSITION OF THE COMPANY AS APPEARING IN THE TWO AUDITED BALANCE SHEETS IMMEDIATELY PRECEDING FINANCIAL YEARS Figures for the latest financial year for which audited accounts are available, with date 2 Figures for the financial year preceding the year referred to in column 2 with date 3

Reserves & Liabilities 1

Assets

Figures for the latest Financial year for which audited accounts are available with dates 5

Figures for the financial year preceding the year referred to in column 5 with date 6

4

(i) Paid up share Capital (ii) Free reserves (iii) Other reserves/Surpluses Profits (iv) Deposits (v) Secured Loans/ Finances (vi) Unsecured loans/Finances (vii) Current liabilities and provisions

(i) Fixed assets (ii) Investments (iii) Current assets (iv) Miscellaneous (v) Loss for the year (vi) Accumulated Loss/Deficit balance

Note (a) Brief particulars of contingent liabilities to be added by way of a foot-not (b) summarised financial position may not be incorporated in the statement in lieu of advertisement of Private company. (l) he amount which the company can raise by way of deposits under these rules and the, aggregate of deposits actually held on the last day of the immediately preceding financial year; (m) Terms and conditions applicable to deposits; (n) statement to the effect that on the day of the advertisement, the company has o overdue deposits other than unclaimed deposits or a statement showing the mount of such overdue deposits, as the case may be; (o) declaration to the effect (i) that the company has complied with the provisions of these rules; (ii) that the deposits accepted by the company (other than secured deposits, if any, accepted under the provisions of these rules, the aggregate amount of which may be indicated) are unsecured and ranking Pari passu with other unsecured liabilities; (iii) that compliance with these rules or approval of the Corporate Law

Authority, does not imply that repayment of deposits is guaranteed or financial soundness of any scheme or correctness of any of the statements made or opinion expressed with regard to the same is accepted by the Federal Government or the Corporate Law Authority.; (iv) hat approval of the Authority has been obtained to the invitation and acceptance of deposits and issue of the advertisement, as the case may be. Date: Place: Chief Executive Signatures: Directors

FORM II [See Rule 15(!)] RETURN OF DEPOSITS WITH COMPANIES OTHER THAN BANKING COMPANIES AS ON THE 31st DECEMBER, 19__ 1. Name of the company ........................................................................................... 2. Full address of: (a) Registered Office .................................................................................................... (b) Principal Office ..................................................................................................... 3. Status (whether public or private) ............................................................................ 4. Date of Incorporation .............................................................................................. 5. Financial year of the Company .................................................................................. 6. Capital: (a) Authorised (b) Subscribed (c) Paid-up 7. Main Business; Manufacturing/Trading/Agriculture/Any other. (To be specified.................................................... with description of identifiable units). 8. Type of industry (such as Cotton Textile, Sugar, Cement, Engineering) ………………………………………………………………..: 9. Name (s) of the company’s banker (s) and their addresses ……………………………………………………………: 10. Name of Chief Executive *Strike of whatever is not applicable. Note: The duly authenticated return complete in all respects should be filed with the registrar concerned and simultaneously its copy sent to the Corporate Law Authority.

PART A DEPOSITS, ETC., OUTSTANDING As on 31st December, 19 ................ Type and name of deposits 1 …………………………………………………. Total ………………………………………………….. PART B PARTICULARS OF DEPOSITS ETC. As on 31st December, 19 .............. Amount (in thousands of rupees) 3 Amount (in thousands of rupees) 3

No. of depositors 2

Particulars of deposits 1 1. Repayable after a period of 3 months or more but less than 6 months. 2. Repayable after a period of 6 months or more but less than one year 3. Repayable after a period of 1 year or more but less than two years. 4. Repayable after a period of two years or more but less than 3 years. 5. Repayable after a period of three years. Total 1. Amount of deposits Do

No of depositors 2 (a) Below Rs. 10,000 (b) Rs. 10,000 to Rs. 50,000 (c) Above Rs. 50,000 Do

Do

brought forward from the previous year. 2. Amount of deposits accepted during the year. 3. Amount of deposits repaid during the year. 4. Total amount of deposits repayable during the year, which remain unclaimed. 5. Total amount of deposits repay- able during the year, which though claimed have not been repaid by the company during the year and the aggregate amount of the deposits remain ing so unpaid. 6. Particulars of Deposits/Investments of assets shown at (4) & (5) above (with details) as required under rules. I. Particulars of liquid assets: (a) Amount of deposits maturing before 31st December, next. (b)Ten per cent. Of (a) above .... (c) Particulars of liquid assets: (i) Bank deposits with the name(s) of the Banks and type of deposits. (ii) Deposit in the

National Savings Scheme & type of deposits. Total Note: If the aggregate amount of deposits not repaid exceeds Rupees five hundred thousand, reasons for non-payment of each deposit and the steps for repayment should be indicated in an Annexure. PART C 1. RATES OF RETURN ON DEPOSITS As on the 31st December, 19 .............. Amount of return (in thousands of rupees 3

Type of deposits 1

Rate of Return 2 1. Below 6% 2. 6% or more but less than 9% 3. 9% or more but less than 11% 4. 11% or more but less than 13% 5. 13% or more but less than 15% 6. 15% or more but less than 18% 7. 18% or more Total 1 to 7----------------------

II. CHIEF EXECUTIVE’S CERTIFICATE Certified that the figures of deposits, liquid assets, rates of return under Part A, B and C and other information contained in the return have been verified and found to have been correctly prepared and also that the aggregate of the paid up capital and free reserves, etc., as arrived at on the lines indicated in Explanation to rule 3 of the Rules are as follows:-1. Paid-up capital 2. Free reserves (specify item-wise) 3. Sub-total 4. Less deductions as per Explanation to rule 3 (to be specified) 5. Adjusted amount of paid-up capital and free reserves (item 3 minus item 4) 6. Deposits 7. Percentage of item 6 to item 5 Rs.................................... Rs .................................... Rs .................................... Rs ....................................

Rs ....................................

Rs........................................

Signature of Chief Executive Date .................................... Place...................................... Name .................................. Designation ..........................

CERTIFICATE OF AUDITORS Certified that the information contained in this return is correct. Chartered Accountant Date .................................... Place ....................................

COMPANIES (MANAGEMENT BY ADMINISTRATOR) RULES, 1993 Gazette of Pakistan, Extraordinary, Part II, 8th November, 1993 S.R.O. 1053(!)/93, dated 8-11- 1993.---In exercise of the powers conferred by subsection (12 of section 295. read with section 506 of the Companies Ordinance, 1984 (XLVII of 1984). and the Finance Division Notification No. S.R.O 698(1)/86, dated the 2nd July, 1986. the Corporate Law Authority hereby makes the following rules, the same having been published previously as required under the said section 506: PART I—PRELIMINARY 1. Short title commencement.---(1) These rules may be called the Companies management by Administrator) Rules, 1993.

(.2) They shall come into force at 2. Definitions.---(1) In these rules, unless there is anything repugnant in the subject or context,-

once.

(i) ordinance means the Companies ordinance, 1984 (XLVII of 1984); and (ii) "section" means a section, of the Ordinance. (2) All Other words, terms and expressions used but not defined in these rules shall the shall meaning as are assigned to them in the Ordinance . PART II---REPRESENTATION TO THE AUTHORITY 3. Several creditors may join in one representation.---All creditors may be joined in one representation or the representation may be made by one or more creditors whose debt or aggregate debt is not less than sixty per cent. of the paid-up capital of the company.

4. Documents to be accompanied with representation.---(1) The representation under rule 3 shall be in the form of an application to the Authority and shall be supported by such information as specified in the Annexure to these rules. (2) A representation shall be accompanied,

(a) by supporting documents referred to or relied upon. alongwith certified copies of annual accounts of the company for the preceding three years; and (b) by the original receipt of the fee paid under rule 8.

(3) The application shall be in triplicate.

5. Register of Representation.---The Authority shall cause the particulars of every application to be entered in a register to be kept for the purpose. called ‘Register of Representations under section 295" entries

wherein shall be serially numbered in every year and the number in the register shall be endorsed on the application which shall be borne by all proceedings thereunder.

6. Notice to parties.---When a representation has been duly made by an application, notice shall be issued to the company and all others concerned to appear and show cause why the application should not be accepted. 7. Disposal of representations.---(1) The Authority shall . except in extraordinary. circumstances and on grounds to be recorded hear the representation on day to day basis and shall dispose of it within sixty days of its receipt.

(2) In dealing with a representation under sub-rule (1) the provisions of section 478. shall as far as possible be applicable.

8. Fee.---A fee of ten thousand rupees shall be payable for making a representation to the Authority under subsection ( 1 ) of section 295. PART-Ill—MANAGEMENT BY THE ADMINISTRATOR 9. Management of company.---Where an administrator has been appointed he shall manage the company in accordance with the provisions of the Ordinance in the rules made thereunder and accordance with such directions, not inconsistent with the provisions of the Ordinance or rules. made thereunder as the Authority may give from time to time.

10. Best possible profits and benefits to be earned.---The administrator shall manage the affairs of the company and carry on its business in the best possible manner so as to earn the best possible profits andbenefits for the company and its members and creditors

11. Handing over of company’s affairs.---In the event of an order under subsection (6) of section 295 whereby the purpose of the order for appointing the administrator has been fulfilled and the company has been permitted to appoint directors. on appointment of such directors the administrator shall hand over the management and affairs of the company including records thereof to the said directors.

12. Appointment of committee.---The Authority may appoint a committee consisting of representatives of the creditors and shareholders to offer its comments and suggestions to the Authority regarding the administrator with particular reference to (a) the affairs of the company: (b) disposal of capital assets; and (c) any other related matter.

Annexure [See rule 4(1)] INFORMATION TO BE SUPPLIED WITH THE REPRESENTATION (1) Name and status of the company ............................................................... (2) Names of the directors at the time of representation ......................................... (3) Name of the chief executive of the company ................................................... (4) Registered office of the company ............................................................... (5) Nature of business of the company .............................................................. (6) Paid-up capital of the company ................................................................. 7. Amount of loans with dates thereof- ........................................................... (i) Long-term loan with rate of mark up ................................................ (ii) Bridging advance with rate of mark up .....................………………. (iii) Working capital loans with rate of mark up .......................................... (iv) Any other loan ............................................................................ 8. Repayment schedule of the respective loans.................................... 9. Repayment made, if any, with their respective dales ......................................... 10. Total amount of outstanding loan with period thereof with percentage of the paid-up capital.......................................................................................... 11. Nature of grievances .............................................................................. 12. Statement and document filed in support of item 10, if any with complete address of the creditors ......................................................................................

CREDIT RATING COMPANIES RULES, 1995
(S.R.O. NO. 759(I)/1995, dated 26-7-95) S.R.O. 759 (I)/95.- In exercise of powers conferred by section 33 of the Securities and Exchange Ordinance, 1969 (XVII of 1969), the Federal Government is pleased to make the following rules to regulate the business of credit rating companies, namely:1. Short title and commencement.- (1) Credit Rating Companies Rules, 1995. (2) They shall come into force at once. 2. Definitions.- In these rules, unless there is anything repugnant in the subject or context,(a) [1][“Commission” means the Securities and Exchange Commission of Pakistan;] (b) “company” means a company incorporated under the Companies Ordinance, 1984 (XLVII of 1984); (c) “credit rating company” means a company which intends to engage in or is so engaged primarily in the business of evaluation of credit risk through a recognised and formal process of assigning rating to present or proposed loan obligations of any business enterprise; (d) “form” means a form set out in the Schedule to these rules; and These rules may be called the

(e) “Ordinance” means the Securities and Exchange Ordinance, 1969 (XVII of 1969).

[1]

Substituted vide S.R.O. No.319(I)/2002 dated June 12, 2002

3. Eligibility for registration.- A company proposing to commence business as a credit rating company shall be eligible for registration under these rules if it fulfils or complies with the following conditions or requirements, namely:-

(a) That such company is incorporated as a limited company under the Companies Ordinance, 1984 (XLVII of 1984); (b) that such company has entered into a joint venture or technical collaboration arrangement with an internationally recognised credit rating institution [1][for a period of not less than five years];

(c) that no director, officer or employee of such company has been convicted of fraud or breach of trust or has been adjudicated as insolvent; (d) that the promoters of such company are, in the opinion of the Authority, persons of means and integrity and have special knowledge of matters which the company may have to deal with as a credit rating company; [2][and (e) that the chief executive of the company is not chief executive of any other company or holding similar position in any other company.] 4. Registration.- (1) Any company which is eligible for registration under rule 3 as a credit rating company may make an application in Form I to the [3][Commission] for registration. (2) An application under sub-rule (1) shall, besides the other documents referred to in Form-I, be accompanied by a fee of one hundred thousand rupees as registration fee.

[1]

Inserted vide S.R.O. No.319(I)/2002 dated June 12, 2002

[2]

Inserted vide S.R.O. No.319(I)/2002 dated June 12, 2002 Substituted vide S.R.O. No.319(I)/2002 dated June 12, 2002

[3]

(3) The [1][Commission] may, if it is satisfied after such enquiry and after obtaining such further information as it may consider necessary,(i) (ii) that the applicant is eligible for registration; and that it would be in the interest of the capital market so to do;

May grant a certificate of registration to such company in Form II. 5. Renewal of registration.- (1) The certificate of registration of a company shall be valid for one year and shall be renewable on payment of a fee of ten thousand rupees through an application made on Form III. (2) The [2][Commission] shall, after making such enquiry and after obtaining such further information as it may consider necessary, renew the registration of such company for one year in Form IV within thirty days of the receipt of the application or further information, as the case may be. 6. Cancellation of registration.- Where the [3][Commission] is of the opinion that a credit rating company has contravened any provision, or has otherwise failed to comply with any requirement of the Ordinance or of any rule or direction made or given thereunder, the [4][Commission] may, if it considers necessary in the public

interest so to do, by order in writing, cancel the registration of the credit rating company: Provided that no such order shall be made except after giving the credit rating company an opportunity of being heard.

[1]

Substituted vide S.R.O. No.319(I)/2002 dated June 12, 2002 Substituted vide S.R.O. No.319(I)/2002 dated June 12, 2002 Substituted vide S.R.O. No.319(I)/2002 dated June 12, 2002 Substituted vide S.R.O. No.319(I)/2002 dated June 12, 2002

[2]

[3]

[4]

7. Power of the Authority to give directions.- The Commission may, if it is satisfied that it is necessary or expedient so to do in the public interest or in the interest of capital market, by order in writing, give direction to a credit rating company. 8. Submission of ratings report to the [1][Commission.- (1) Every credit rating company shall submit to the Commission a report giving sector-wise details of credit rating notified during the year, fee structure and any other information, as may be specified by the Commission in writing from time to time, within four months of the close of its accounting year.] Explanation.- For the purpose of this sub-rule the expression “credit rating” means formal evaluation of credit history of the company and capability of repaying its obligations. (2) Without prejudice to the provisions of sub-rule (1), a credit rating company shall furnish to the Authority such other documents, information or explanation relating to its affairs as the Authority may, at any time, by order in writing, require. 9. Restriction on Directors of Credit Rating Companies.- [2][(1)] No director of the credit rating company shall be a director of a corporate entity or a business firm or a share holder holding 5% or more of any corporate entity or business firm or in any other way interested in such an entity subject to rating by the rating company[3][: Provided that this restriction shall not apply to a director of a rating company nominated as a director of an entity by the Federal Government or a Provincial Government or an institution which is directly or indirectly owned or controlled by the Federal Government or a Provincial Government:

[1]

Substituted vide S.R.O. No.319(I)/2002 dated June 12, 2002 Inserted vide S.R.O. No.319(I)/2002 dated June 12, 2002 Inserted vide S.R.O. No.319(I)/2002 dated June 12, 2002

[2]

[3]

Provided further that the director of the rating company shall inform the Commission of such nomination within fifteen days of the receipt of rating mandate from such entity together with an undertaking that he shall not participate in the rating process of that entity; and (2) Neither any change in the shareholding of a rating company shall be made nor the chairman and chief executive of a rating company shall be changed without prior approval of the Commission, in writing. (3) The Commission may, after expiry of the minimum period as prescribed in clause (b) of rule 3, order cessation of the applicability of the provisions of rule 3 to a rating company where the Commission is of the opinion that it would be in the interest of capital market so to do.] 10. Secrecy. No director, officer or employee of the credit rating company shall communicate the information, acquired by him for use for rating purposes, to any other person except where required under law to do so.

SCHEDULE FORM I [See rule 4 (1)] FORM OF APPLICATION FOR REGISTRATION AS A CREDIT RATING COMPANY
To The Corporate Law Authority, Government of Pakistan, Islamabad. Dear Sir, We hereby apply for registration of ................................................. (Name of Credit Rating Company)

under rule 4 of the Credit Rating Companies Rules, 1995. 2. A copy of the Memorandum and the Articles of Association is enclosed.

3. Necessary information required in the annex to this Form is furnished. We undertake to keep the information up to date at all times. Yours faithfully,

Signature of the Chief Executive

Annex To Form I
Name, address and telephone ............................................ number(s) of the company. 2 Date and place of incorporation. ............................................ Names and addresses of promoters 3 ............................................ and directors. Details of joint venture or technical colla-boration agreement with an internationally recognised credit 4 rating company and a copy of such an agreement and docu-mentary ............................................ evidence in respect thereof. Proposed rating methodology and 5 ....................................... scale of rating. Whether any director has been 6 convicted of fraud or breach of ............................................ trust. Whether any director has been 7 ............................................ adjudicated as insolvent. Names and addresses of senior 8 ............................................ management officers. Whether any officer or employee 9 has been convicted of fraud or ............................................ breach of trust. Whether any senior management officer has been adjudicated as 10 insolvent or has suspended ............................................ payment or has compounded with his creditors. Previous experience of the 11 promoters/directors in the credit ............................................ rating field Previous experience of senior 12 ............................................ management officers. 1

Note :- (i) An affidavit shall, from each promoter/director and officer in respect of statement at serial Nos. 6 and 7, be submitted. (ii) Certification by the proposed chief executive of the company in respect of statement at serial Nos. 9 and 10 shall be submitted.

FORM II (See rule 4(3) CERTIFICATE OF REGISTRATION AS CREDIT RATING COMPANY GOVERNMENT OF PAKISTAN CORPORATE LAW AUTHORITY
No. Islamabad, the ..............199

The Corporate Law Authority having considered the application for registration under rule 4 of the Credit Rating Companies Rules, 1995 by .................................................................... .......................................................................................... (Name of the credit rating company) and being satisfied that the said company is eligible for registration and that it would be in public interest and in the interest of the capital market so to do, hereby grants, in exercise of the powers conferred by rule 4 of the Credit Rating Companies Rules, 1995 registration to................................................................... subject to the provisions of the Securities and Exchange Ordinance, 1969 (XVII of 1969) and the rules made thereunder. 2. This certificate of registration is valid up to ........................ Signature of the Officer

FORM III (See rule 5(1) FORM OF APPLICATION FOR RENEWAL OF REGISTRATION AS A CREDIT RATING COMPANY

To Corporate Law Authority Government of Pakistan Islamabad. Dear Sir, We hereby apply for the renewal of the registration of ................ ......................................................(Name of the credit rating company). under rule 5 of the Credit Rating Companies Rules, 1995. 2. ............ The certificate of registration/ certificate of renewal is due to expire on

3. Original receipt of the treasury/bank Rs.............................being the renewal fee is enclosed.

for

the

fee

of

4. It is requested that the registration be renewed for the calendar year ...............

Yours faithfully,

Signature of the Chief Executive

FORM IV (See rule 5(2) CERTIFICATE OF RENEWAL OF REGISTRATION AS CREDIT RATING COMPANY GOVERNMENT OF PAKISTAN CORPORATE LAW AUTHORITY

No.

Islamabad, the ..............199 The Corporate Law Authority having considered the application for renewal of

registration under rule 5 of the Credit Rating Companies Rules, 1995 by......................................................... .......................................................(Name of the credit rating company)and being satisfied that it would be in public interest and in the interest of the capital market to renew the registration of .................... .......................................................(Name of the credit rating company)hereby grants, in exercise of the powers conferred by rule 5 of the Credit Rating Companies Rules, 1995, certificate of renewal of registration to the said company subject to the provisions of the Securities and Exchange Ordinance, 1969 (XVII of 1969) and the rules made thereunder.

Signature of the Officer

THE ASSET MANAGEMENT COMPANIES RULES, 1995 S.R.O 392 (1)/95.---In exercise of the powers conferred by section 32 and 33 of the Securities and Exchange Ordinance, 1969 (XVII of 1969), the Federal Government is pleased to make the following rules to regulate the business of asset management companies, namely-1. Short title and commencement.--- (1) These rules may be called the Asset Management Companies Rules, 1995. (2). They shall come into force at once. 2. Definitions.---(1) In these rules, unless there is anything repugnant in the subject or context,--(a) "Authority," means the Corporate Law Authority; (b) "Connected person", in relation to a company means,--(i) any person or company beneficially owning, directly or indirectly, ten per cent or more of the ordinance share capital of that company or able to exercise, directly, or indirectly, ten percent or more of the total votes in that company; (ii) any person or company controlled by a person who or which meets one or both of the descriptions given in clause (i); (iii) any member of the group of which that company forms part; or (iv) any director or of officer of that company or of any of its connected persons specified in clauses (i), (ii) or (iii); (c) "constitutive documents" means the principal documents governing the formation of the scheme, and includes the trust deed of a trait trust and all material agreements: (d) "distribution function" means the functions with regard to--(i) receiving application and money for units from persons: (ii) issuing receipts in respect of the applications received in accordance with clause (i); (iii) issuing contract notes to the applications in accordance with the terms of the scheme; and (iv) receiving redemption notes, transfer instructions and conversion notices from holders for immediate transmission to the management company or the scheme; (e) "Form" means a form set out in Schedule 1: (f) "net assets". in relation to a scheme. means the excess of assets over liabilities of the scheme. such excess being computed in the manner specified hereunder:(i) A security. listed on a stock exchange shall be ,:valued at its last sale price on such exchange on the date as of which it is valued, or if such exchange is

not open on such date, then at its last sale price on the next proceeding date on which such exchange was open and if no sale is reported for such date, the security shall be valued at an amount not higher than the closing asked price nor lower than the closing bid price: (ii) an investment purchased and awaiting payment against delivery shall be included for valuation purposes as a security . held, and the cash account of the company shall be adjusted to reflect the purchase price, including brokers' commission and other expenses incurred in the purchase thereof but not disbursed as of the valuation date: (iii) an investment sold but not delivered pending receipt of proceeds shall be valued at the net sale price; (iv) the value of any dividends. bonus, shares or rights which may have been declared on securities in the portfolio but not received by the company as of the close of business on the valuation date shall be included as assets of the company, if the security upon which such dividends, bonuses or rights were declared is included in the assets and is valued ex-dividend, ex-bonus or ex-rights as the case may be; (v) a security not listed or quoted on a stock exchange shall be valued at investment price or its break-up value as per last audited accounts, whichever is lower; (vi) interest accrued on any interest-bearing security in the portfolio shall be included as an asset of the company if such accrued interest is not otherwise included in the valuation of the security (vii) any other income accrued upto the date on which computation was made shall also be included in the assets: and (viii) all liabilities, expenses. taxes and other charges due or accrued upto the date of computation which are chargeable under these rules. other than the paidup capital of the company, shall be deducted from the value of the assets; (g) "offering document" means documents containing information on a scheme calculated to invite offers by the public for purchase of the units in that scheme; (h) "Ordinance" means the Securities and Exchange Ordinance. 1969 (XVII of 1969); (i) "Schedule" mean a schedule to these rules; (j) "scheme" means a unit trust scheme constituted by way of a trust deed which continuously offers for sale a security . which entitles the holders of such security on demand to receiver his proportionate share of the net assets of the security; (k) "trust" means a trust established by a deed under the provisions of the Trusts Act, 1882 (II of-1882); (1) "trustee" means a company appointed as trustee and includes a bank licensed under the Banking Companies Ordinance. 1962 (LVII of 1962), a trust

company which is a subsidiary.. of such a bank and a banking institution incorporated outside Pakistan acceptable to the Authority .; and (m) "unlisted security" means a security . not listed or quoted on a stock exchange. (2) Words and expressions used but not defined herein shall have the meanings assigned to them in the Ordinance. 3. No asset management company to commence business without registration---. No company shall commence business as an asset management 'company unless it is registered with the Authority under these rules. 4. Eligibility for registration.--- A company proposing to commence business as an asset management company shall be eligible for registration under these rules if,(a) it is registered as a public limited company under the Companies Ordinance. 1984 (XLVII of 1984); (b) it has a paid up capital of not less than thirty million rupees; (c) no director. officer or employee of such company has been convicted of fraud or breach of trust: (d) no director, officer or employee has been adjudicated as insolvent or has suspended payment or has compounded with his creditors; and (e) the promoters and directors of such company are, in the opinion of the Authority, persons of means and integrity and have special knowledge and experience of matters which the company may have to deal with as an asset management company. 5. Registration.--- (1) A company eligible for registration may make an application in Form I to the Authority., for registration under these rules. (IA) Application processing fee of fifty thousand rupees in the form of bank draft payable to the Commission shall accompany the application. (2) The Authority may, after satisfying itself that the application is eligible for registration and that it would be in the interest of the capital market so to do, grant a certificate of registration to such company in Form II. 6. Cancellation of registration.---(l) Where the Authority. is of opinion the as asset man-agreement company has contravened any provision of the Ordinance or has otherwise neglected or failed to comply with any requirement of these rules or has failed or neglected to carry out its duties to the satisfaction of the trustee, and the Authority or the trustee, as the case may be, considers that is would be in the interest of the unit holders so to do, the Authority may, on its own motion or on the report of the trustee, by order in writing, cancel the registration of the asset management company: Provided that no such orders shall be made except after giving the asset

management company an opportunity of being heard. (2) If the registration of an asset management company is cancelled under sub-rule (1), the Authority shall appoint another asset management company to manage the scheme or schemes as the case may be. (3) an asset management company may apply to the Commission for the cancellation of its registration as an asset management company if it has, with the prior approval of the Commission, transferred the management of its scheme to another asset management company, or its scheme has been be-authorized under rule 11, or the company no more intends to function as an asset management company. 7. Restrictions.--- No asset management company shall.--(a) merge with acquire or take over any other asset management company or a scheme, unless it has obtained the prior approval of the Authority' in writing to the scheme of such merger, acquisition or takeover: (b) pledge any of the securities held or beneficially owned by a scheme except for the benefit of the scheme; (c) accept deposits from a scheme; (d) make a loan or advance money to any person except in connection with the normal business of the scheme; (e) participate in a joint account with others in any transaction. (f) apply any part of its assets to real estate except property for its own use; (g) make any investment with the purpose of having the effect of vesting the management, or control. in the scheme: and (h) employee as a broker, directly or indirectly, any of its director, officer or employee or a member of a family of such person which shall include spouse, parents, children. brothers and sisters. 8. Obligations of asset management company.---An asset management company shall,-(a) be obliged to manage the assets of the scheme in the interest of the unit holders in good faith and to the best of its ability and without gaining any undue advantage for itself or any of its related parties or its officers; (b) account to the trustee for any loss in value of the assets of the scheme where such loss has been caused by its negligence, reckless or wilful act or omission: (c) be responsible for the acts and omissions of all persons to whom may delegate any of its functions as manager as if they were its own acts and omission: (d) maintain at its principal office, proper accounts and record to enable a complete and accurate view to be formed of the assets and liabilities and the income

and expenditure of the scheme, all transactions for the account of the scheme and amounts received by the scheme in respect of issues of units and paid out by the scheme on redemption of units and by way of distributions; (e) prepare and transmit the annual report, together with a copy of the balance sheet and income and expenditure account and the auditor's report of a scheme within four months of closing of the accounting period to the unit holders, and the balance sheet and income and expenditure account shall comply with requirements set out in Schedule II; (f) within two months of the close of the first half of its year of account. prepare and transmit to the unit holders and the Authority a profit and loss account for, and balance sheet as at the end of that half year, whether audited or otherwise; (g) maintain a register of unit holders of a scheme and inform the Authority of the address where the register is kept; (h) appoint, at the establishment of a scheme and upon any vacancy, an auditor who shall be a Chartered Accountant and independent of the auditor of the management company and the trustees. Contents of the auditor's report shall be in accordance with Schedule II; (i). furnish a copy of the annual report together with copies of the balance sheet, income and expenditure account and the auditor's report of a scheme to the Authority within four months of the close of the accounting period together with a statement containing the following information, namely:(i) total number of unit holders: and (ii) particulars of the personnel (executive, research and other) of the asset management company: and (j) furnish a copy of the company's annual report together with copies of the balance sheet, income and expenditure account and the auditors' report within four months of the close of the accounting period. 9. Remuneration payable to asset management company.--- An asset management company shall be entitled to a remuneration,-(a) during the first five years of the scheme. of an amount not exceeding three per cent of the net assets of the scheme as at the end of its year of accounts and thereafter of an amount equal to two percent of such assets; and (b) of an amount not exceeding one-half of the amount by which the dividend distributed by the scheme exceeds twenty per cent. 10. Authorisation of scheme.--- (1) No scheme shall be offered to the public unless the same is authorised by the Authority. (2) An application for authorisation of a scheme shall contain information as specified in Form III and shall be accompanied by the following information and documents, namely:---

(a) The scheme's constitutive documents contents of which have been set out in Schedule III; (b) the management company's latest audited accounts, if applicable, and resumes of its directors: (c) the trustee's latest audited accounts, if available; (d) letter of consent to the appointment from the trustee: (e) an undertaking from the management company that it will invest or arrange the investment of two hundred fifty million rupees for a minimum period of two years; [omitted] Provided that an undertaking may not be given in case a scheme has been established prior to the commencement of these Rules; and (f) application fee of twenty thousand rupees. in the form of bank draft payable to the Authority. 11. De-Authorisation.--- (1) Following the authorisation of a scheme, its management company' shall give at least three months' notice to unit holders if it is intended not to maintain such authorisation. (2) If the Authority)., considers that further continuation of the authorisation of the scheme will not be in the interest of unit holders, it will give a three months notice to the unit holders about the Authority's intention not to maintain such authorisation: Provided that no notice shall be served without offering an opportunity of hearing to the management company. (3) In case of de-authorisation, the management company shall be required to windup the scheme and refund the proceeds to the unit holders in such manner and within such time as may be specified. 12. Advertisement and invitations.---(l) Advertisements and other invitations to the public in Pakistan to invest in a scheme. including public announcements, shall be submitted to the Authority for approval prior to their issue. (2) The offering documents shall contain the information set out in Schedule IV. (3) Any advertisement or invitation submitted for approval which concern the trustee must be accompanied by its written consent. (4) The approval so granted may be varied or withdrawn by the Authority after giving an opportunity of hearing to the management company. (5) Approval of an advertisement or invitation shall be valid for a period of six months from the date of approval provided that there is no change in the scheme. 13. Investment policy and diversification.--(1) Investment policy with respect to a scheme shall be clearly and concisely stated in public offering document for the sale of securities of such scheme.

(2) A scheme shall invest not less than fifty. per cent of its assets in listed securities or in securities for the listing of which an application has been approved by a stock exchange. (3) Investment of a scheme in any company shall not, at any time, exceed an amount equal to ten percent of the total net asset value of the scheme at the time of investment or ten per cent of the issued capital of the company. (4) No scheme shall invest more than twenty-five percent of its net asset value in securities of any one sector as per classification of stock exchanges. (5) In case a scheme has been in operation prior to the commencement of these Rules and has been subsequently authorized under these Rules, the investments made prior to the grant of authorization shall be exempt from the restrictions mentioned in sub-rules (3) and (4) for such a period as may be specified by the Commission,"; and 14. Short sale not allowed.--- No scheme shall effect a short sale m a security . whether listed or unlisted. 15. Limitations and prohibitions.--- (1) No scheme shall lend, assume. guarantee, endorse or otherwise become directly or contingently liable for or in connection with any obligation or indebtedness of any person. (2) The maximum borrowing of a scheme shall not exceed twenty-five per cent of its total net asset value. (3) The scheme shall not invest in any security of company if any director or officer of the management company owns more than five per cent of the total nominal amount of the securities issued, or. collectively the directors and officers of the management company owns more than ten percent of those securities. Provided that this condition shall not apply to a scheme which has been in operation prior to the commencement of these Rules and has been subsequently authorized under these Rules. However, the management company shall furnish to the Commission the details of such investments within thirty days of authorization of the scheme and also report the changes within fifteen days of the change. Furthermore, such information shall also be disclosed in the annual report and the half-yearly accounts of the scheme. 16. Appointment of trustees.--- Every investment scheme for which authorisation is re-quested shall appoint a trustee with the approval of the Authority. 17. Conditions applicable to trustees.--- A trustee shall be.--(a) a scheduled bank licensed under the Banking Companies Ordinance, 1962 (LVII of 1962). and have been in business for at least five Years: or (b) a trust company which is subsidiary of a scheduled bank: or (c) a foreign bank operating as a scheduled bank in Pakistan and operating as trustee internationally: or

(d) a central depository.' company approved by the Authority. 18.Obligations of trustees--- (a) A trustees shall,--(i) take into its custody or under its control all the property.' of the scheme and hold it in trust for the unit holders in accordance with the law and the provision of the constitutive documents: and the cash and registerable assets shall be registered in the name of. or to the order of, the trustee: (ii) be liable for any act or omission of any agent with whom any investments are deposited as if they were the act or omission of any nominee in relation to any investment forming part of the property of the scheme: and (iii) be liable for the acts and omission of the lenders and its agents in relation to assets forming part of the property' of the scheme and, where borrowing is undertaken for the account of the scheme, such assets may be registered in the lender's name or in that of a nominee appointed by the lender; (b) ensure that the sale, issue, repurchase, redemption and cancellation of units effected by scheme are carried out in accordance with the provisions of the constitutive documents; (c) ensure that the methods adopted by the management company in calculating the value of units are adequate to ensure that the sale issue, repurchase redemption and cancellation prices are calculated in accordance with the provisions of the constitutive documents: (d) carry. out the instructions of the asset management company in respect of investments unless they are in conflict with the provisions of the offering or constitutive documents; (e) ensure that the investment and borrowing limitation set out in the Constitutive documents and the conditions under which the scheme was authorised are complied with; (f) issue a report to be included in the annual report to be sent to unit holders whether, in the trustee opinion. the asset management company has in all material respects managed the scheme in accordance with the provisions of the constitutive documents, if the asset management company has not done so the respects in which it has not done so and the stems which the trustee has taken in respect thereof; and (g) ensure that unit certificates are not issued until subscription moneys have been paid. 19. Retirement of trustee.---A trustee may, subject to prior approval of the Authority, retire from his office on appointment of a new trustee and the retirement shall take effect at the same time as the new trustee is appointed. 20. Trustee and the asset management company to be independent.--- (1) The trustee shall not in any way be related to the asset management company. (2) A director or employee of the trustee shall not be involved in the management

company. 21. Remuneration payable to the trustee.--- A trustee shall be entitled to such fee or remuneration as may be allowed by the management company. 22. Pricing, issue and redemption of units.--- (1) If an initial offer is made, no investment of subscription money shall be made until the conclusion of the first issue of units at the initial price. (2) Offer and redemption prices shall be calculated on the basis of the scheme's net asset value divided by the number of units issued and such prices may be adjusted by fees and charges, provided that the amount or method of calculating such fees and charges is clearly disclosed in the offering documents. (3) The value of investments not listed or quoted on a stock exchange shall be determined on a regular basis by the management company with the approval of the trustee. (4) There must be at least four regular dealing days per week. (5) Any offer price which the management company or the distribution company quotes or publishes must be the maximum price payable on purchase and any redemption price must by the net price receivable on redemption (6).The maximum interval between the receipt of a properly documented request for redemption of units and the payment of the redemption money to the holder shall not exceed six working days unless redemption has been suspended. (7) Where a scheme deals at a known price, and based on information available, where the price exceeds or falls short of the current value of the underlying assets by more than five percent, the management company shall defer dealing and calculate a new price as soon as possible. (8) A permanent charge in the method of dealing shall be made after one month's notice to unit holders. (9) A temporary change may only be made,--(a).in exceptional circumstances, having regard to the interests of unit holders: (b). if the possibility of a change and the circumstances in which it can be made have been fully disclosed in the offering documents: and (c) with the approval of the trustee. (10) Suspension of dealings shall be provided for only in exceptional circumstances, having regard to the interests of unit holders. (11) The management company shall immediately notify. the Authority if dealing in units ceases or is suspended and the fact that dealing is suspended shall also be published immediately following such decision in the newspaper in which the scheme's prices are normally published.

(12) Where redemption requests on any one dealing day exceed ten per cent of the total number of units in issue, redemption requests in excess of ten per cent may be deferred to the next dealing day. 23. Transaction with connected person.--- (1) No person shall be allowed to enter on behalf of the scheme into underwriting or sub-underwriting contracts without the prior consent of the trustee unless the scheme or the management company provides in writing that all commissions and fees payable to the management company under such contracts and all investments acquired pursuant to such contracts shall form part of the scheme's assets. (2) If cash forming part of the scheme's assets is deposited with the trustee, which is not a subsidiary. of a banking company. return shall be received on the deposit at a rate not lower than the prevailing rate for a deposit of the size and tern. (3) All transactions carried out by or on behalf of the scheme shall be made as provided in the constitutive documents, and shall be disclosed in the scheme's annual report. (4) No single, connected stock-broker shall account for thirty per cent or more of the scheme's transactions in value in any one financial year of the scheme: Provided that the Authority may, in each case on merits, permit the thirty per cent to be exceeded if the connected broker offers advantages to the scheme: [No. F. 5 (1) SO (CLA) / 95.

SCHEDULE I FORM I [See rule 5 (1)] FORM OF APPLICATION FOR REGISTRATION OF AN ASSET MANAGEMENT COMPANY To The Corporate Law Authority, Government of Pakistan, Islamabad. Dear Sir, We here by apply for the grant of registration of. ...................................................... (Name of asset management company) under rule 5 of the Asset Management Companies Rules, 1995. Two copies of the memorandum and articles of association are enclosed.

Necessary information required in the annex to this form is furnished. We undertake to keep this information up-to-date at all time. Your faithfully Signature of Director of the applicant.

1. Name Address and telephone number(s) of applicant 2. Names and addresses of directors 3. Whether any director has been convicted of fraud or breach of trust 4. Whether any director has been adjudicated as insolvent or has suspended payment or has compounded with his creditors. 5. Names and addresses of senior management / Officers 6. Whether any officer has been convicted for fraud or breach of trust 7. Whether any officer has been adjudicated as insolvent or has suspended payment or has compounded with his creditors 8. Whether any director or officer has any interest management company. 9. What is the financial standing of the directors. 10. Give a brief description of the kind of management services in asset

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

proposed to be provided, the organizational set professional experience of directors and officers, etc.

up,

previous -----------------------

FORM 1I CERTIFICATE OF REGISTRATION AS AN ASSET MANAGEMENT COMPANY GOVERNMENT OF PAKISTAN CORPORATION LAW AUTHORITY Islamabad, the 19. The Corporate Law Authority. having considered the application for registration of the* .......................................... and being satisfied that the said ........................................ is eligible for registration and that it would be in the interest of the capital market so to do, in exercise of the power conferred by sub-rule (2) of Rule 5 of the Asset Management Companies Rules, 1995. hereby grants registration to the ............................... subject to the conditions stated herein below: (Signature of the officer) *Name of the Company. FORM III [See rule 10 (2)] INFORMATION TO BE CONTAINED IN THE APPLICATION FOR AUTHORIZATION OF A SCHEME Details of the scheme:--1. 2. 3. 4. 5. 6. 7. Name of the scheme Structure of the scheme. Launch: date and place. Dealing: daily/weekly/other. Valuation of assets: daily/weekly/other. Pricing policy. Investment plans to be offered.

For each Scheme :--10. (a) Fee structure: (i) Level of all charges payable by investor; and (ii) Level or basis of calculation of all charges payable by the scheme. Detail of the parties to the scheme:-11. The asset management company: (a) Name. (b). Registered or business address. (c). Name of the ultimate holding company, if any. (d). Previous approval of the Authority to manage authorised schemes. If no, the

resumes of the directors and most recent audited financial report. 12. The trustee: (a). Name. (b). Registered or business address. (c). Name of !he ultimate holding company, if any. (d). Previous approval of the Authority' as trustee of authorised schemes. If no, names of the directors and most recent audited financial report. 13. For the trustee and asset management company: (a) Which, if any, of these companies are connected persons? (b) Name anyone who holds appointments, as director or officer, with more than one of these companies. 14 Distribution company: (a) Name. (b) Registered or business address. (c) Name of ultimate holding company. 15. The auditor: (a) Name. (b) Registered or business address. 16. The principal broker: (a) Name. (b) Registered or business address. (c). The approximate percentage of the scheme's transactions in value of securities carried out by the principal broker within the latest financial year of the scheme. (d). Whether the trustee, the directors of the scheme or the asset management company is a connected person of the principal broker? 17. Legal Adviser: (a). Name. (b) Registered or business address.

SCHEDULE II [See rule 8 (e) (h)] CONTENTS OF FINANCIAL REPORTS 1. General (1) Annual report must contain all the information required in this Schedule. Interim reports must at least contain the statement of asset and liabilities and the investment portfolio. Where the scheme has paid or proposes to pay an interim dividend, the amount of dividend should be disclosed. (2) All reports must contain comparative figures for the previous period except for the investment portfolio. (3) The items listed under the statement of assets and liabilities income statement, distribution statement, statement of movements in reserves and the notes to the accounts, where applicable, must be disclosed, It is, however, not mandatory, to adopt the format as shown or to disclose the items in the same order. 2. Statement of assets and Liabilities The following must be separately disclosed:-(1). Total value of investments; (2). Bank balances; (3). Preliminary and floatation costs; (4). Dividends and other receivables: (5). Amounts receivable on subscription; (6). Bank loan and overdrafts or other forms of borrowings; (7). Amounts payable on redemption; (8). Distribution payable; (9). Total value of all assets; (10). Total value of all liabilities; (11). Net asset value; (12). Number of units issued; and (13). Net asset value per unit. 3. Income Statement (1). Total investment income net of withholding tax, broken down by category. (2). Total other income, broken down by category..

(3). Element of income and capital gains in prices of units sold less those in redemption. (4). An itemized list of various costs which have been debited to the scheme including.--- fees paid to the management company: - remuneration of the trustee: - amortization of formation costs: - director's fee and remuneration: - safe custody and bank charges; - auditor's remuneration: - borrowing expenses; - other amounts paid to any connected person of the scheme: - legal and other professional fees; and - any other expense born by the scheme. (5). Taxes. (6). Amounts transferred to and from reserves (7). Net income to be carried forward for distribution. 4. Distribution Statement (1). Amount brought forward at the beg}rating of the period. (2). net income for the period. (3). Interim distribution per unit and date of distribution. (4). Final distribution per unit and date of distribution. (5). Undistributed income carried forward. 5. Statement of Movement in Reserves (1). Value of the scheme as at the beginning of the period (2). Number of units issued and the amount received upon such issuance. (3). Number of units redeemed and the amount paid on redemption. (4). Any item resulting in an increase or decrease in value of the scheme including,-(i) surplus or loss on sale of investments; (ii) exchange gain or loss; (iii) unrealized appreciation or diminution on value of investment; and (iv) net income for the period less distribution. (5). Amounts transferred to and from the revenue account. (6). Value of the scheme as at end of the period.

6. Note to the Accounts The following matters shall be set out in the notes to the accounts. (1) Principal accounting policies: (a) The basis of valuation of the assets of the scheme including the basis of valuation of unquote and unlisted securities; (b) the revenue recognition policy regarding dividend income and other income; (c) foreign currency translation, of any; (d) the basis of amortization of formation costs; (e) taxation: and (f) any other accounting policy adopted to deal with items which are judged material or critical in determining the transactions and in stating the disposition of the scheme. Note,--- Any changes to the above accounting policies and their financial effects upon the account should also be disclosed. (2) Transaction with connected persons: The following transaction should be disclosed:-(1) Details of all transactions entered into during the period between the scheme and the management company, or any entity in which these parties or their connected persons have a material interest; and (2) name of any director of the management company or any connected person if such a person becomes entitled to profits form transactions in shares or from management of the scheme and the amount of profits to which such person becomes entitled. (3). Borrowings (1). State whether the borrowings are secured or unsecured and the duration of the borrowings. (2) Contingent liabilities and commitments of the scheme. (3). If the free negotiability of any asset is restricted by statutory or contractual requirements, this must be stated. 7. Contents of the auditors' report The report of the auditor should state :--(1). whether in the auditor's opinion, the accounts prepared for that period have been properly prepared in accordance with the relevant provisions of the trust deed and rules: (2). without prejudice to the foregoing, whether in the auditor's opinion, a true and

fair view is given of the disposition of the scheme at the end of the period and of the transactions of the scheme of the period then ended; (3) if the auditor is of opinion that proper books and records have not been kept by the scheme or the accounts prepared are not in agreement with the scheme's books and records, that fact; and (4). If the auditor has failed to obtain all the information and explanation which, to the best of his knowledge and belief are necessary, for the purpose of the audit, that fact. 8. Investment Portfolio (1). Number or quantity of each holding with the description and market value. (2). The total investment stated at cost. (3). The value of each holding as a percentage of net asset value. (4). Statement of movements in portfolio holding since the end of the preceding accounting period. 9. Performance Table (1). A comparative table covering the last three financial years and including, for each financial year. at the end of the financial year:-(a). total net asset value; and (b). net asset value per unit. (2). A performance record over the last ten financial years; or if the scheme has not been in existence during the whole of that period in ,which it has been in existence, showing the highest issue price and the lowest redemption price of the units during each of those years.

SCHEDULE III [See rule 10 (2) (a)] CONTENTS OF THE CONSTITUTIVE DOCUMENTS 1. Name of scheme. 2. Participating parties: A statement to specify the participating parties including the asset management company and trustee. 3. Governing law. 4. For unit trusts:-(a). A statement that the deed is binding on each holder as if he had been a party to it and so to be bound by its provisions and authorises and requires the trustee and the management company to do as required of them by the terms of the deed. (b). A provision that a holder is not liable to make any further payments after he had paid the purchase price of his units and that no further liability, can be imposed on him in respect of the units which he holds. (c). A declaration that the property of die scheme is held by the trustee on trust for the holders of the units pari passu according to the number of units held by each holders (This may be modified as appropriate for schemes offering income and accumulation unit) (d) A statement that the trustee will report to unit holders in accordance with the rules. (c) A Statement of the manner in which the trustee should retire. 5. Role of management company: A statement of list the obligation of the management company in accordance with the rules. 6. Investment and borrowing restrictions:-A statement of list restrictions on the investment of the deposited property and the maximum borrowing limited of the scheme 7. Valuation of property and pricing: The following rules on valuation of property and pricing must be stipulated:-(a) The method of determining the value of the assets and liabilities of the property of the scheme and the net asset value accordingly; (b) the method of calculating the issue and redemption prices and (c) the method of pricing and the circumstance under which it can change 8. Dealing, suspension and deferral of dealing:

The following must be stated.-(a) The circumstances under which the dealing of units can be deferred or suspended; (b) the maximum interval between the receipt of a property document request for redemption of unit and payment of the redemption money to the holder not to exceed six working days; and (c) the circumstances under which the dealing may be suspended 9. Fee and charges: The following must be stated-(a). The maximum percentage of the initial charge payable to the management company out of the issue price of a unit; (b). the maximum fee payable to the management company out of the property, of the scheme expressed as an annual percentage; (c) remuneration payable to trustee; (d) formation cost to be amortized against the property of the scheme: and (e) all other material fees and charges payable out of the property. of the scheme. 10. Transactions with connected person: The following must be stated:--(a) Cash forming part of the property, of the scheme may be placed as deposits with the trustee or an institution licensed to accept deposits: (b) money can be borrowed from the trustee or any other institution provided that the charge are not higher than the normal bank charge; and (c) any transaction between the scheme and the management company or any of their connected persons as principal may only be made with the prior written consent of the trustee. 11. Distribution policy and date: The approximate date(s) in the calendar year on which annual income, if any will be distributed. 12. Annual accounting period: The date in the calendar year on which the annual accounting period ends. 13. Base currency: A statement : of the base currency of the scheme. 14. Modification of constitutive documents: A statement of the means by which modification to the constitutive documents can be effected.

15. Termination of scheme: A statement of the circumstances in which the scheme can be terminated.

SCHEDULE IV [See rule 12 (2)] INFORMATION TO BE DISCLOSED IN THE OFFERING DOCUMENT Note: --- This list is not intended to be exhaustive. The directors of the schemes or the management company are obliged to disclose any information which may be necessary. for investors to make an informed judgment. Constitution of the scheme 1. Name, registered address and place and date of creation of the scheme, with an indication of its duration if limited. Investment objectives and restrictions 2. Details of investment objectives and policy, including Summary of the investment and borrowing restrictions. If the nature of the investment policy so dictates, a warning that investment in the scheme is subject to abnormal risks, and a description of the risks involved. Operators and principals 3. The names and registered addresses of the following parties, where applicable : (a) The directors of the asset management company; (b) the trustee; (c) foreign promoters, if any; (d) the distribution company: (e) the auditor: (f) the registrar; and (g) the legal adviser. Characteristics of units 4. Minimum investment, if any. 5. A description of the different .type of units. 6. Frequency of valuation and dealing, including days. 7. Application and redemption procedures. 8. The mode of the unit price announcement. 9. Procedure for subscribing/redeeming/conversion of units. 10. The maximum interval between the request for redemption and the payment of the redemption proceeds. 11. A Summary. of the circumstances in which dealing in units may be deferred or suspended. 12. It must be stated that no money should be paid to any intermediary except the unit holder or his authorised representative. Distribution policy 13. The distribution policy indicating the time period for distribution of dividend Fees and charges 14. (a) the level of a all fees and charges payable by an investor. including all charges levied on subscription and redemption and conversion, and (b) the level of all fees and charges payable by the scheme. including management fee. advisor fee, trustee fee and preliminary' and/or floatation expenses

Taxation 15. Details of exemptions, taxes levied on the scheme's income and capital including tax, if any, deductible on distribution to unit holders. Reports and Accounts 16. The date of the scheme's financial year. 17. Particulars of the reports to be sent to the unit holders Warnings 18. The following statements or warnings must be prominently displayed in the offering document:--(a) if you are in any doubt about the contents of this offering document. you should consult your stock-broker, bank manager legal adviser or other financial adviser. (b) A warning that the price of units and the income from them where income is distributed) may go down as well as up. General information 19. A list constitutive documents and the address where they can be inspected free of charge or purchased. 20 The date of publication of the offering document. 21 A statement that the asset management company accepts responsibility for the information contained in the offering document as being accurate at the date of publication. 22 Details of schemes not authorised must not be shown in the offering document. Termination of scheme 23. A Summary of the circumstance in which the scheme can be terminated.

S.R.O. 47 (I)/2001.-- In exercise of the powers conferred by sections 32 and 33 of the Securities and Exchange Ordinance, 1969 (XVII of 1969), the Federal Government is pleased to direct that the following further amendments shall be made in the Asset Management Companies Rules, 1995, namely:-In the aforesaid Rules,-(1) in rule 10, in sub-rule (2), in clause (e) after the word "years" the words "provided that the Commission may reduce this requirement to fifty million rupees, where the management company has good performance record of average seventeen and half per cent total annual return or average twelve and half per cent dividend payment in respect of schemes under its management for previous three years and for the purpose of this clause "total annual return" shall mean dividend pay out and appreciation in the value of units on the date of preparation of accounts" shall be added; (2) in rule 13, in sub-rule (4), for the full stop, at the end, a colon shall be substituted and thereafter the following proviso shall be added, namely:-"Provided that the Commission may, on application by the asset management company, relax any, or all the requirements of this rule in case of any scheme established for a specified investment objective where the intention to that effect was expressed in the offer document"; and (3) after rule 23, the following new rule shall be added, namely:-"24. Relaxation of rules.-- Where, the Commission is satisfied that it is not practicable to comply with any requirements of these rules in a particular case, or class or cases, or it would be in the interest of capital market so to do, the commission may, with the approval of the Federal Government, for reasons to be recorded, relax such requirements subject to such conditions as it may deem fit." [No. 1 (10) CF/AMC/99.] ABDUL HALEEM JADRAN, Joint Director

THE COMPANIES (ISSUE OF SHARE CAPITAL) RULES, 1995 S.R.O. 944 (1)/95.--- The companies (Issue of Share Capital) Rules, 1995 proposed to be made in exercise of powers conferred by section 506 of the Companies Ordinance, 1984 (XLVII of 1984), read with the Finance Division Notification No. S.R.O. 698 (I)/86, dated July 2, 1986 is hereby published as required by sub-section (1) of section 506 of the said ordinance. THE COMPANIES (ISSUE OF SHARE CAPITAL) RULES, 1995 S.R.O. 945 (1)/95.--- In exercise of the powers conferred by section 506 of the Companies Ordinance, 1984 (XLVII of 1984). read with Finance Division Notification No. S.R.O. 698 (I)/86, dated July 2. 1986, the Corporate Law Authority hereby makes the following rules, namely:--1. Short title and commencement. ---(1) These rules may be called the Companies (Issue of Share Capital) Rules, 1995. (2) They shall come into force at once. (3) These rules shall be applicable to all companies proposing to offer share capital to the general public and the listed companies proposing to increase their capital through right issue or bonus issue and to all other cases where shares are issued for consideration other than cash. 2. Policy for issue of capital.--- A company which owns a loan-based project or an equity based project and proposes to raise capital through public offer shall comply with the conditions specified hereunder:-(A). Loan-based Projects: (i). The size of capital to be issued shall be in accordance with financial plan as approved by the institution financing the project. (ii). The company's auditors shall certify that sponsors' subscription has been received in full and at least eighty per cent thereof has been utilized in the project. (iii) Last consignment of plant and machinery, wherever required, has been shipped to the company. (iv). In case capital of the company is proposed to be raised up to two hundred million rupees, at least fifty. percent of such capital shall be offered to the general public. (v). In case capital of the company is proposed to be raised beyond two hundred million rupees, public offer shall be at least one hundred million rupees or twenty five per cent of the capital, whichever is the higher. (vi) Sponsors shall, at all times, retain at least twenty five per cent of the

capital of the company. (vii) Allocation of share capital to Overseas Pakistanis shall not exceed twenty per cent of the public offer. (viii)Allocation of share capital to employees of the company shall not exceed five per cent of the public offer. (B). Equity-based Projects: (i) The project shall be appraised by a development financial institution or a commercial bank or an investment bank. (ii) The appraisal report shall be accompanied by a certificate from the company's auditors confirming that--(a) the capital allocated to the sponsors and foreign or local investors, if any, has been subscribed and fully paid; and (b) the land for the project has been acquired, letter of credit has been established and shipment schedule of plant and machinery finalized by the suppliers. (iii). In case capital of the company is proposed to be raised up to two hundred million rupees, at least fifty, per cent of such capital shall be offered to the general public. (iv) In case capital of the company is proposed to be raised beyond two hundred million rupees, public offer shall be at least one hundred million rupees or twenty five per cent of the capital, whichever is the higher. (v). Sponsors shall, at all times, retain at least twenty, five per cent of the capital of the company. (vi). Allocation of share capital to Overseas Pakistanis shall not exceed twenty five percent of the public offer. (vii). Allocation of share capital to employees of the company shall not exceed five per cent of the public offer. (viii). The shares allotted to sponsors, friends, relatives, associates and other persons or institution of account of preferential allocation at par, shall not be saleable for a period of three years from the date of allotment. These persons or institutions shall be issued jumbo certificates with markings "not saleable for three years". The particulars of such jumbo certificate shall be furnished to the respective stock exchanges Companies while splitting jumbo certificates into marketable lots, after the prescribed period, shall also inform the respective stock exchanges. 3. Issue of shares on premium.---A company may issue shares to the public on premium subject to the following conditions:--

(i). The premium on public offering shall not exceed the amount of premium charged on foreign/local placement or charged to local institutions. (ii) Particulars of foreign/local investors shall be disclosed in the prospectus. (iii). In case of foreign placement, Pakistani nationals subscribing in foreign currency shall rank equally with the foreign investors. (iv). The implementation of the project shall be in accordance with the approved financial plan. (v). The issue shall be under-written by at least two development financial institutions including commercial banks, investment banks or corporate brokerage houses who shall justify the amount of premium in their due-diligence report. (vi). Underwriting by the associated companies shall not be permissible. (vii) Total underwriting by individual members of the stock exchanges shall not exceed twenty per cent of the issue. (viii) Full justification for premium shall be disclosed in the prospectus. (ix) the due diligence report of the under-writers shall form part of the material contracts. (x). The employees of the company getting preferential allocation, if any, shall be charged premium at the same rate as the general public. (xi). The shares allotted to sponsors, friends, relatives, associates and other persons or institutions on account of preferential allocation at par, shall not be saleable for a period of three years from the date of allotment these persons or institutions shall be issued jumbo certificates with markings "not saleable for three years". The particulars of such jumbo certificate shall be furnished to the respective stock exchange companies while splitting jumbo certificates into marketable lots, after the prescribed period, shall also inform the respective stock exchanges. 4. Issue of right shares by listed companies.---A listed company may issue right shares subject to the following conditions:--(i) No company shall make a right issue within one year of the last issue of the capital. (ii) The decision of the company to issue right shares shall be communicated to the Authority and the respective stock exchanges on the day of the decision. (iii) A company may charge premium on right shares up to the free reserve per share as certified by the company's auditors. The certificate of auditors shall be furnished to the Authority and the respective stock exchanges alongwith intimation of the proposed right issue. The "free reserves" shall be calculated in the manner prescribed in rule 5. (iv). A company announcing right shares shall, at the time of announcement, clearly indicate the purpose of the right issue benefits to the company, use of funds and

financial projections for three years. The financial plan and projections for the right issue shall be signed by all the directors who were present in the meeting in which the right issue was approved. (v) Right issues of a loss making company or a company whose average market share price for a period of six months is below par value shall be fully under-written. (vi). Book closure shall be made within forty-five days of the announcement of the right issue. (vii). If the announcement of bonus and right shares is made simultaneously, resolution of the board of directors shall indicate whether or not the bonus shares covered by the announcement quality for right entitlement. 5. Issue of bonus shares by listed companies.---A listed company may issue bonus shares subject to the following to the following condition:--(i). The decision of the board of directors to issue bonus shares shall be communicated to the Authority and the respective stock exchanges on the day of the decision. The intimation letter shall be accompanied by the auditor's certificate as specified in clause (iii) of this rule. (ii) The free reserves of the company shall be sufficient to permit issue of bonus shares after retaining in the reserves twenty-five per cent of the capital as will be increased by the proposed bonus shares. (iii). A certificate from the company's auditor shall be obtained to the effect that the free reserves and surpluses retained after the issue of the bonus shares, will not be less than twenty-five per cent of the increased capital. (iv). All contingent liabilities disclosed in the audited accounts and any such liability which may have been created subsequent to the audited accounts shall be deducted while calculating minimum residual reserves of twenty-five percent; Explanation.--- "free reserve" included any amount which, having been set aside out of revenue or other surpluses after adjustment of all intangible or fictitious assets, is free in that it is not retained to meet any diminution in value of assets, specific liability, contingency. or commitment known to exist at the date of the balance sheet, but does not include:-(i) Reserves created as a result of revaluation of fixed assets. (ii). Goodwill reserve. (iii). Depreciation reserve to the extent of normal depreciation including allowance for multiple shifts admissible under the Income Tax Ordinance, 1979 (XXXI of 1979). (iv). Workers Welfare Fund. (v). Provisions for taxation to the extent of the deferred or current liability of the company. (vi) Capital redemption reserve.

6. Offer for sale of shares by privatised companies.--- In case of a company privatised by the Federal or a provincial Government, the new management may offer shares to the general public at the purchase price per share adjusted by right or bonus issue or any other distribution made out of the pre-acquisition reserves. 7. Offer for sale of shares by certain shareholders.--No person who holds ten per cent or more of the shares of a company shall offer such shares for sale to the public unless the following conditions are fulfilled:-(i). The size of the capital to be offered to general public through offer for sale shall not be less than rupees one hundred million or twenty five per cent of the capital, which ever is less. (ii). In case a premium is to be charged on the sale of shares, the offer shall be under- written by at least two development financial institution, including commercial banks, investment banks or corporate brokerage house. Full justification for the premium shall be disclosed in the prospectus. (iii). Not more than twenty . per cent of the offer for sale of shares shall be underwritten by the individual members of the stock exchanges. (iv). Due-diligence report of the under-writers shall form part of the material contracts. 8. Issue of shares for consideration other than cash.---A company may issue shares against consideration other than cash subject to the following conditions:-(i) The value of assets shall be determined by a recognized valuer (ii). The value of assets taken over shall be reduced by depreciation charged on consistent basis. (iii). The goodwill and other intangible assets shall be excluded from the consideration. (iv). Certificate from a practicing Chartered Accountant shall be obtained to the effect that the above mentioned conditions have been complied with. 9. Penalty for contravention of these rules.---Whoever fails or refuses to comply with, or contravenes any provision of these rules, or knowingly and wilfully authorises or permits such failure, refusal or contravention shall, in addition to any other liability under the Ordinance, be also punishable with fine not exceeding two thousand rupees, and in case of continuing failure refusal or contravention, to a further fine not exceeding one hundred rupees for every day after the first during which such contravention continues. 10. Power of Authority to relax rules.---Where the Authority is satisfied that it is not practicable or necessary to comply with the requirement of any of these rules in a particular case or class of cases, the Authority may, for reasons to be recorded, relax the rules in the case of such company or class of companies subject to such conditions, if any, as may be imposed by the Authority in that behalf.

THE VENTURE CAPITAL COMPANIES AND FUND MANAGERS RULES, 1995. S.R. 0 107 (1),/95.--- In exercise of the powers conferred by section 12 and subsections (4) and (4A) of section 3 of the Capital Issues (Continuance of Control) Act, 1947 (XXIX of 1947), the Federal Government is make rules to provide that all consents and recognitions in respect of venture capital companies, for issue of capital, for making a public offer or taking any other action under sub-section (2) or sub-section (3) of the said section shall be subject to the following rules, namely:CHAPTER I PRELIMINARY 1. Short title and commencement.--- (1) These rules may be called the Venture Capital Companies and Fund Mangers Rules, 1995. (2) They shall come into force at once. 2. Definition.-- In these rules, unless there is anything repugnant in the subject or context.--(a) "Authority" means a banking company as defined in the Banking Companies Ordinance, 1962 (LVII of 1962), which is appointed to act as custodian under these rules: (c). "Controller" means Controller of Capital Issues; (d) "Form" means a form set out in the Schedule to these rules: (e). "free reserves" include any amount which, having been set aside out of the revenue or other surpluses. is free from all encumbrances and is not retained to meet any diminution in value of the assets, specific liability. contingency or commitment of that company known to exist at the date of the balance sheet: (f). "Fund Manager" means an company incorporated in Pakistan, appointed to manage the funds and investments of the venture capital company: (g). "net assets" means the excess of assets over liabilities of the company. such excess being computed in the manner specified hereunder:(i). investments in securities listed on stock exchange shall be valued for each individual security at its last sale price on such exchange on the date as of which it is valued, or if such exchange is not open on such date, then at its last sale price on the next preceding date on which such exchange was open and if no sale is reported for such date, the security. shall be valued at an amount not higher than the closing asked price nor lower than the closing bid price. (ii). an investment purchased and awaiting payment against delivery shall be included for valuation purposes as a security. held, and the cash account of the company shall be adjusted to reflect the purchase price, including brokers' commissions and other expenses incurred in the purchase thereof but not

disbursed as of the valuation date: (iii). an investment sold but not delivered pending receipt of proceeds shall be valued at the net sale price; (iv). direct investments in portfolio companies shall be valued to reflect the venture capital company's share of net assets of the investee companies as shown in their latest audited financial statements' (v). the value of any dividends, bonus, shares or rights which may have been declared on securities in the portfolio but not received by the company as of the close of business on the valuation date shall be included as assets of the company, if the security. upon which such dividends bonuses or rights were declared is included in the assets and is valued ex-dividend, ex-bonus or exrights as the case may be; (vi). interest accrued on any interest-bearing security. in the portfolio shall be included as an asset of the company if such accrued interest is not otherwise included in the valuation of the security; (vii). any other income accrued up to the date on which computation was made shall also be included in the assets: and (viii) all liabilities. expenses. taxes and other charges due or accrued up to the date of computation which are chargeable under these rules, other than the paid-up capital and reserves of the company, shall be deducted from the value of the assets. (h). "net capital", in relation to a member of stock exchange, means an amount by which the current assets, namely, cash in hand or in bank. money receivable within a period of twelve months from the date of the balance sheet and such other assets, not being value of the membership card of the stock exchange, as are so classified under generally accepted accounting principles, exceed the current liabilities, namely, money payable within a period of twelve months from the date of the balance sheet and such other liabilities as are so classified under generally accepted accounting principles: (i) "Ordinance" means the Companies Ordinance, 1984 (XLVII of 1984); and (j) "venture capital company" means a company which is engaged principally in financing through direct equity investment in another company and by providing managerial expertise thereto.

CHAPTER II REGULATION OF THE BUSINESS OF VENTURE, CAPITAL COMPANIES 3. Permission to form a venture capital company.---(i) Any person desirous of forming a venture capital company shall make an application to the Controller in Form I. (2) The Controller may if he is satisfied that the proposed company has complied with the conditions specified in Form I, by order in writing permit the establishment of venture capital company. 4. Compulsory registration.---no company shall commence business as a venture capital company unless it is registered with the Controller under these rule. 5. Eligibility for registration.---A company proposing to commence business as a venture capital company shall be eligible for registration under these rules if it fulfils or complies with the following conditions or-requirements, namely:(a). that it is registered as a public limited company under the Ordinance. (b). that it has a paid up capital of not less than one hundred million rupees; (c). that the composition of its board include one director and a chairman who have knowledge and senior level experience of financial management; (d). that no director, officer or employee of venture capital company has been convicted of fraud or breach of trust or has been convicted by a court of law for an offence involving moral turpitude; (e). that it does not have more than fifty per cent of its sponsors and proposed directors from the same family: (f). that no director, officer or employee of such company has been adjudicated as insolvent or has suspended payment or has compounded with his creditors or has been found guilty, of any offence under the Ordinance; (g) that the promoters and directors of such company are. in the opinion of the Authority, persons of means and integrity and have special knowledge of matters which the company may have to deal with as a venture capital company; (h). it has appointed an incorporated company as a Fund Manager which has acquired the requisite skills and experience for the management of its funds and investment; (i). that it has a Chartered Accountant, Management Accountant or person having Master's Degree in Commerce or Business Administration with five years relevant experience as its Chief Accounting Officer, and (j). that its Chief Executive shall not directly or indirectly engage in any business which is of the same nature as and directly competes with the business carried on by the company of which he is the Chief Executive or by a subsidiary of such company. 6. Registration.---(1) A venture capital company, eligible for registration under rule

5, may make an application in Form II to the Controller for registration under these rules. (2) An application for such registration under sub-rule (1) shall, besides the other documents referred to in the form, shall be accompanied by an undertaking from the sponsors, that they will at all times hold or beneficially own equity. in the venture capital company the extent of ten percent of the paid up capital of the company or fifty million rupees, whichever is lower. The Controller may' reduce this requirement in special circumstances. (3) The controller. if he is satisfied after such enquiry and after obtaining such further information as he may consider necessary,--(i) that the applicant is eligible for registration; and (ii). that it would be in the interest of the capital market so to do, may grant certificate of registration to such a company in Form III. 7. Terms and conditions of operation.--- A venture capital company shall,-(a). not expose the venture capital to a single group for more than twenty. per cent of its paid up capital and free reserve; (b). disclose all investments exceeding ten per cent of its paid up capital in its accounts; and (c). ensure that the maximum exposure of the venture capital company to its directors, affiliated companies and companies in which any of the directors or his family members hold controlling interest shall not exceed ten per cent of the overall portfolio of venture capital. 8. Restriction.--- No venture capital company shall— (a) merge with, acquire or take over any other venture capital company, unless it has obtained the prior approval of the Controller in writing to the scheme of such merger, acquisition or take-over. (b). pledge any of the securities held or beneficially owned by it except for the benefit of the company; (c). make a loan or advance money to any person except in connection with the normal business of the company; (d). employ as a broker directly or indirectly, an)' director, officer or employee of a venture capital company or its fund manager or any director, officer or employee thereof; (e) acquire any security. of which another venture capital company is the issuer; (f). make investment in enterprises engaged in trading, brokerage, investment or financial services; and

(g). undertake the business of real estate or provide funds to the construction companies, builders and developers and a company dealing in real estate. 9. Investment policy and diversification.--- (1) Investment policy with respect to the venture capital company shall be clearly and concisely stated in the Memorandum and Articles of Association and the public offer for the sale of its shares. (2) The original amount of the capital raised by the venture capital company shall be invested as equity' in such manner that at least 15% of such investments are made by the end of first year. 30% by end of second year. 45% by end of third year. 60% by end of fourth year and 70% by end of fifth year of operation. (3) Venture Capital Company shall also extend equity. support to those enterprises which are at start-up, expansion or growth stage and where technology. is comparatively new it will extend support to promoters and entrepreneurs who are relatively qualified with inadequate resources to finance the project. (4) The venture capital company shall directly invest not less than seven per cent of its assets in entities in the form of equity after the expiry of five years of operations. The balance funds shall be invested in the following manner,. namely:(i). Money market operation including Government securities: and (ii). Financing in approved financial institutions. (5) The size of the individual investment in any one venture shall not exceed ten percent of the net assets or twenty percent of the paid-up capital and reserves of the venture capital company, whichever is lower. (6) Investment in securities quoted on the stock exchange shall not exceed ten percent of its total net asset value of the venture capital company. This restriction shall exclude unlisted companies which are subsequently listed, in which the venture capital company has an equity. interest prior to listing (7) No venture capital company shall allocate more than thirty. per cent of its net assets in any one sector. 10. Transactions with connected persons.--- All transactions with connected persons carried out by or on behalf of the company shall be made with the written consent of the Board and shall be disclosed in the company's annual report. Explanation.---For the purpose of this rule, the expression "connected persons" means,-(i). any person or company beneficially owning, directly or indirectly, ten percent or more of the ordinance share capital of company or able to exercise, directly or indirectly, ten per cent or more of the total votes in that company; (ii). any person Or company controlled by a person who or which meets one or both of the descriptions given in sub-clause (i);

(iii). any member of the group of which that company forms part; or (iv). any director or officer of a company. 11. Appointment of Fund Manager.---(1) No venture capital company shall appoint any person as a fund manager except by a contract in writing. (2) The contract shall. initially or on renewal, be valid for a period of ten years and shall not be renewed or modified unless such renewal or modification has been authorised by the share holders of the venture capital company in a general meeting and approved by the Controller. (3) The Board of the venture capital company shall review the performance of the company and issue necessary. instructions and policy guidelines to the Fund Manager in light of the investment policy of the company. (4) The contract shall authorise the Fund Manager to have the sole responsibility, and full discretionary, authority, to invest and divest the assets entrusted to it by the venture capital company. (5) The contract shall among other things, provide that the Fund Manager shall bear all expenditure in respect of its secretariat and office space, professional management, including the fee payable to him and for all administrative and accounting services. (6) The fee payable to the auditors and the custodian, taxes on income of the company stamp duty and legal and professional services and any other duties or taxes connected with the sale or purchase of securities shall be payable by the venture capital company. (7) The Fund Manager shall be empowered to negotiate advisory agreements with professional institutions to enable it to draw upon the necessarily diverse skills required. 12 Remuneration Payable to Fund Manager.--- (1) The Fund Manager of a venture capital company shall be entitled to be paid annually, after the accounts of the venture capital company have been audited, a remuneration of--(i). an amount not exceeding 3% of the net assets of the venture capital company as at the end of its year of account; (ii). an amount not exceeding twenty per cent of the capital gains forming part of the dividends distribute by the venture capital company to its shareholders; and (iii). an amount of twenty percent of the unrealised capital gains of the venture capital company upon expiry or renewal of the contract. (2) The remuneration due to the Fund Manager may be made in instalments including advance payments but any payments made in advance for the current year shall not exceed fifty percent of the amount of previous year's remuneration except in the case of the first year where the fee, as specified in clause (i) of sub-rule (1)

shall be calculated on the share capital raised. 13. Custody of securities.---Every venture capital company shall place and maintain the asset owned (other than cash) or held by the company with a custodian appointed by it with the prior approval in writing of the Controller. (2) The venture capital company shall settle with the custodian a scheme for the custody of securities which shall. among other matters, provide for the circumstances in which the securities may be released from custody. (3) The custodian shall, if it feels that the nature of any release of a security from custody is contrary to the provisions of these rules, report the matter to the Controller forthwith. 14. Enquiry.---(1) The controller may cause an enquiry to be made, by any person appointed in this behalf into the affairs of any venture capital company registered under these rules or any of its directors, managers or other officers. (2) Where an enquiry under sub-rule (1) has been undertaken every director. manager or other officer of the Fund Manager to which or to whose director, manager or other officer the enquiry relates and every other person who has had any dealing with such venture capital company, fund manager. director. partner. manager or officer shall furnish such information in his custody, power or within his knowledge relating to or having bearing on the subject-matter of the enquiry as the person conducting the enquiry may by notice in writing require. (3) The person conducting any enquiry under sub-rule (1) may call for. inspect and seize books of account and documents in possession of any such fund manager or person. 15. Cancellation of registration.--- (1) Where the Controller is of opinion that a venture capital company has contravened any provision, or has failed to comply with any requirement of an, rule or direction made or given thereunder. the Controller may if he considers necessary)., in the public interest so to do by order in writing cancel the registration of the venture capital company. Provided that no such order shall be made except after giving the company an opportunity of being heard. 16. Filling of annual report with the Controller.--- A copy of the annual report together with copies of the balance sheet, income and expenditure account and the auditors' report of the venture capital company shall be furnished to the Controller within six months of the close of the accounting period. 17. Monitoring and regulation. --- For the purpose of monitoring and regulation, a venture capital company shall be treated as a non banking financial institution and be subject to such monitoring and regulation arrangements as may be prescribed by the State Bank of Pakistan from time to time. 18. Application of rules to existing companies.--- (1) A venture capital company which, immediately before commencement of these rules, was functioning shall be deemed to have been registered under these rules; and

(2) all provision of these rules shall apply to such company. CHAPTER III REGULATION OF THE BUSINESS OF FUND MANGERS 19. No person to commence business without registration.---No person shall commence business as a Fund Manager unless such person is registered with the Controller under these rules. 20. Eligibility for registration of Fund Manager--- Any person proposing to commence business as a Fund Manager shall be eligible for registration under these rules if it fulfils or complies with following conditions or requirements, namely:-(i) that such person is registered as company under the Ordinance; (ii). that no director, officer or employee of such company has been convicted of fraud or breach of trust; (iii). that no director, officer or employee of such company has been adjudicated an insolvent or has suspended payment or has compounded with his creditors; (iv) that the directors of such company are, to the satisfaction of the Authority, persons of means and integrity and have special knowledge of the matters which the company may have to deal with as a Fund Manager, (v). that the Company has a written contract with at least one institution of international repute and connections which has the necessary skill, knowledge and experience in the matters relating to business strategy, financial and investment advice: and (vi). that the chief executive officer of the company is professionally qualified in business or finance and has at least ten years post qualification experience in matters relating to accounting banking, business and investment advisory, service. 21. Registration of Fund Manger.--- (1) Any company which is eligible for registration under rule 20 as a Fund Manager may make an application in Form IV to the Controller for registration under these rules. (2) An application under sub-rule (1) shall, besides the other documents referred to in Form IV, be accompanied by an undertaking that the company shall at all times maintain a net capital balance in the capital account of an amount which is not less than one hundred thousand rupees. (3) The Controller may, after satisfying himself that the applicant is eligible for registration and that it would be in the interest of the capital market so to do, grant a certificate of registration to such company in Form V. 22. Submission of annual report to Controller.---Every fund Manager shall submit to the Controller an annual report, together with a balance-sheet and income and expenditure account, auditor's report, and particulars of personnel within six months of the close of its year of account.

23. Enquiry.--- (1) The Controller may cause an enquiry to be made by any person appointed in this behalf into the affairs of any Fund Manager registered under these rules or any of its directors, managers or other officers. (2) Where an enquiry under sub-rule (1) has been undertaken every director, manager or other officer of the Fund Manager to which or to whose director, manager or other officer the enquiry relates and every other person who has had any dealing with such venture capital company, fund manager, director partner, manager or officer shall furnish such information in his custody, power or within his knowledge relating to or having bearing on the subject matter of the enquiry. as the person conducting the enquiry may, by notice in writing require. (3) The person conducting any enquiry under sub-rule (1) may call for, inspect and seize books of account and documents in possession of any such Fund Manager or Person. 24. Cancellation of Registration.---(1) Where the Controller is of opinion that a Fund Manager has contravened any provision, or has failed to comply with any requirement of the Ordinance or of any rule or direction made or give thereunder, the Controllers may, if he considers necessary in the public interest so to do by order in writing.— (i) cancel the registration of the Fund Manger; or (ii). remove the Fund Manager from the office of Fund Manager of a venture capital company. Provided that no such order shall be made except after giving the fund Manager an opportunity of being heard. 25. Retirement of Fund Manager. --- A Fund Manager shall, retire from the management of the venture capital company if.-(a). the Fund Manager goes into liquidation, becomes bankrupt or have appointed a receiver over its assets; and (b). in all other cases as provided for in the formation documents of the venture capital company and the fund Manager. 26. Appointment of Auditor--- (1) A Fund Manager shall appoint an auditor who is a Chartered Accountant. (2) The auditor appointed under sub-rule (1) shall be independent of the auditor of the venture capital company.

THE SCHEDULE FORM I [See rule 3(1)] INFORMATION TO BE SUPPLIED FOR OBTAINING PERMISSION TO FORM A VENTURE CAPITAL COMPANY 1. Name, former name, if any, father/Husband's name, nationality, residential and business address, national tax number, present occupation of each sponsor, proposed Chief Executive and proposed Chairman of the Board. 2. Names of companies firms and other organisations of which the aforesaid sponsors, proposed Chief Executive and proposed Chairman are or have been directors partners or office holders during the last ten years. Copies of annual accounts of such companies and firms for the last three years alongwith summary of their paid-up Capital, free reserves, profit after tax and dividend payment to be provided. 3. Financial soundness, educational as well as professional qualifications and experience of persons mentioned in paragraph I above, supported by documentary evidence. 4. Percentage of capital each sponsor proposes to contribute in the proposed company. 5. Feasibility report of the proposed company. 6. Evidence of payment of income tax and wealth tax by the sponsors in individual capacity as well as by the companies, firms, etc., wherein they are or have been directors during the preceding five years. 7. Wealth return evidencing net-worth of each sponsor 8. Names of the bankers of the sponsors alongwith their account numbers. 9. Draft of the Memorandum and Articles of Association. 10. Affidavit from each person mentioned in paragraph I above, stating that--(a). he has not been associated with any illegal banking business, deposit taking and financial dealings; (b). he or companies in which he is a director or has a financial interest have over-due loans or instalments outstanding towards banks and other financial institutions: (c). neither he nor companies in which he is a director and has a financial interest have any case pending or decided for default of taxes as on the date of application; (d) he has not been sponsor, director or a financial interest holder major shareholder or chief executive of a defaulting co-operative finance society or defaulting finance company;

(e). he has never been convicted of fraud or breach of trust or of an offence involving moral turpitude or removed from service; and . (f). he has neither been adjudged an insolvent nor has suspended payment or defaulted in making payments, or has compounded with his creditors or has been found guilty of any offence under Companies Ordinance, 1984 (XLVII of 1984). 11. The reputation of the applicant's proposed Chief Executive should not have come adverse notice. FORM II [See Rule 5] FORM OF APPLICATION FOR REGISTRATION OF A VENTURE CAPITAL COMPANY To The Controller of Capital Issues, Government of Pakistan. Islamabad. Dear Sir, We hereby apply for the grant of registration of ................................................... ………………………………………………………..................... (Name of venture capital company) 2. An undertaking (in original) from the Venture Capital Company in terms of rule 5 of the aforesaid para and four copies of each of the following documents (one each certified by the registrar) are enclosed: (i). Memorandum and Articles of association; (ii). Certificate of incorporation. (iii). Certificate of minimum subscription for an amount of Rs. 100 million from the auditor of the company. 3. We hereby undertake to take all steps necessary, to have the company listed by us listed on a stock exchange. 4. Necessary. information required in the annex to this from is furnished. We undertake to keep this information up-to-date at all times. Yours faithfully. Signature of the Secretary or a director the applicant

Annex to Form II 1.Name, address and telephone number (s) of the applicant 2. Names and Addresses of directors. 3.Whether any director has been convicted of fraud or breach of trust. 4.Whether any director has been adjudicated as insolvent or has suspended payment or has compounded with his creditors. 5.Name and addresses of senior management / officers 6.Whether any officer has been convicted for fraud or breach of trust. 7.Whether any officer has been adjudicated as insolvent or has suspended payment or has compounded with his creditors. 8.. Whether any director or officer has any interest in venture capital company or any investment adviser. 9. What is the financial standing of the directors. 10. Give a brief description of the kind of the organisation setup, previous professional experience of directors and officers, -------------------------------------------------------------------------

-------------------------------------------------------------------------

-------------------------

-------------------------------------------------

-------------------------

FORM III [See rule 6(3)] CERTIFICATE OF REGISTRATION AS A VENTURE CAPITAL COMPANY GOVERNMENT OF PAKISTAN CORPORATE LAW AUTHORITY Islamabad, the The Controller of Capital Issues having considered the applicant for registration under rule 5 of the Venture Capital Companies and Fund Managers Rules, 1995, by para * ............and being satisfied that the said *........................... is eligible for registration and that it would be in the interest of the capital market so to do, hereby grants, in exercise of the powers conferred by rule 6 of the aforesaid Rules, registration to * ...................................subject to the conditions stated herein below. ------------------------------(Signature of the Officer) --------------------------------Name of the Company

FORM IV [See rule 21] FORM OF APPLICATION FOR REGISTRATION AS FUND MANAGER To The Controller of Capital Issues, Government of Pakistan, Islamabad. Dear Sir, We hereby apply for the grant of registration of .......................................... under (Name of company) rule 21 of the Venture Capital Companies and Fund Managers Rules, 1995. 2. Four copies of the memorandum and Articles of Association are enclosed. 3. We hereby, undertake to maintain at all times a net capital in the capital account of an amount which is not less than Rupees one hundred thousand. 4. Necessary. information required in the annex to this form is furnished. We undertake to keep this information up-to date at all time. Yours faithfully. --------------------------------------------Signature of the Secretary. or a Director of the application

Annex to Form IV 1.Name, Address and telephone number(s) of applicant 2. Names and address of directors 3.Whether any director has been convicted of fraud or breach of trust 4.Whether any director has been adjudicated an insolvent or has suspended payment or has compounded with his creditors. 5.Names and addresses of officers and employees. 6.Whether any officer or employee has been convicted for fraud or breach of trust. 7.Whether any officer or employee has been adjudicated an insolvent or has suspended payment or has compounded with his creditors 8.Whether any director or officer has any interest any venture capital company 9. What is the financial standing of the directors. 10.Give a brief description of the kind of fund management advisory services proposed to be provided, the organisational set up, previous professional experience of directors, officers, etc ---------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------

FORM V [See rule 21 (3)] CERTIFICATE OF REGISTRATION AS A FUND MANAGER Islamabad the The Controller of Capital Issues having considered the applicant for registration under rule 21 of the Venture Capital Companies and Fund Managers Rules, 1995, by * ................................................. and being satisfied that the said *............................................ is eligible for registration and that it would be in the interest of the capital market so to do, hereby grants, in exercise of the powers conferred by rule 21 of the Venture Capital Companies and Fund Managers Rules, 1995, registration to *..................................................subject to the conditions stated herein below or as may be prescribed or imposed hereafter. ................................... *Name of the company .................................. (Signature of the office)

TO BE PUBLISHED IN PART-II OF THE GAZETTE OF PAKISTAN EXTRAORDINARY Government of Pakistan Corporate Law Authority

Islamabad, the 26th February,1996 NOTIFICATION S.R.O. (I)/96.- In exercise of the powers conferred by section 227 read with section 506 of the Companies Ordinance, 1984 (XLVII of 1984), and Finance Division’s Notification No. S.R.O. 698(I)/86, dated the 2nd July, 1986, the Corporate Law Authority is pleased to make the following rules, the same having been previously published as required by proviso to sub-section (1) of section 506, namely:-

THE EMPLOYEES’ PROVIDENT FUND (INVESTMENT IN LISTED SECURITIES) RULES, 1996

1. Short title and commencement. -- (1) These rules may be called the Employees’ Provident Fund (Investment in Listed Securities) Rules, 1996. (2) They shall come into force at once. 2. Interpretation .-- In these rules the words and expressions used shall have the same meanings as are assigned to them in the Companies Ordinance, 1984 (XLVII of 1984). 3. Conditions for investment in listed securities, etc.-- Where it is decided to make investment, out of the provident fund constituted for the employees of a company, in securities of the companies listed on any stock exchange in Pakistan, such investment shall be subject to the following conditions, namely:(i) cent of [ ]
1

Total investment in listed securities shall not exceed [thirty]1ten per the provident fund;
2

Substituted the word “twenty” with the word “thirty” vide S.R.O. 1260 (I)/98 dated 2nd November, 1998. Earlier the word “ten” was substituted with the word “twenty” vide S.R.O. 410(I)/97, dated June 6, 1997. 2 The following clause was omitted vide S.R.O. 410(I)/97, dated June 6, 1997: “(ii) investment shall not exceed one per cent of the provident fund in the listed securities of any one company;”

(iii)

investment in shares or other listed securities of a particular company shall not exceed five per cent of its paid up capital; In the case of investment in the shares of listed companies, it shall be made only where such companies— (a) (b) have a minimum operational record of five years; and have paid not less than fifteen per cent dividend to their share holders during the three preceding consecutive years;

(iv)

(v)

in the case of investment in securities other than shares of listed companies, it shall not be made unless such securities have been rated as an investment grade with minimum rating of “BBB” by a credit rating company registered with the Authority under the Securities and Exchange Ordinance, 1969 (XVII of 1969), and the rating is maintained as such at the time of investment; and Investment shall not be made in a security if it is publicly known that the issuer of the security has committed default while availing of any financing facility.

(vi)

4. Powers of Authority to relax rules.- Where the Authority is satisfied that it is not practicable to comply with any condition of these rules in a particular case or class of cases, the Authority may, for reasons to be recorded and subject to such conditions as it may deem fit, relax any of the conditions specified in rule 3 in the case of such company or class of companies.

5. Penalty.- Whoever fails or refuses to comply with or contravenes any provision of these rules, or knowingly and wilfully authorises or permits such failure, refusal or contravention shall, in addition to any other liablity under the ordinance, be also punishable with fine not exceeding two thousand rupees, and, in case of continuing failure, refusal or contravention to a further fine not exceeding one hundred rupees for every day after the first during which such contravention continues. _______________________________________________________ [ NO. F. 1(24)CF/POL/94 ]

( MUHAMMAD HAYAT JASRA ) REGISTRAR OF COMPANIES

PART II Statutory Notifications (S.R.O.) GOVERNMENT OF PAKISTAN

CORPORATE LAW AUTHORITY
NOTIFICATIONS Islamabad the 8th February, 1996 S. R. O. 110(I)96.- In exercise of the powers conferred by section 506 of the Companies Ordinance, 1984(XLVII) of 1984) read with Finance Division’s Notification No. S. R. O. 698(I) 86, the 2nd July, 1986, the Corporate Law Authority is pleased to make the following rules, the same having been previously published as required by sub-section (I) of the said section, namely:COMPANIES (ISSUE OF CAPITAL) RULES, 1996 1. Short title, commencement and application.-(1) These rules may be called the Companies (Issue of Capital) Rules, 1996. (2) (3) They shall come into force at once. They shall apply to(i) (ii) the companies proposing to offer share capital to the public; listed companies proposing to increase share capital through right issue or bonus issue; all companies proposing to issue shares for consideration otherwise than in cash; and certain persons offering shares for sale to the public.

(iii)

(iv)

2. Interpretation.- In these rules the words and expressions used shall have the same meaning to them in the Companies Ordinance, 1984 (XLVII of 1984). 3. Policy for issue of capital.- A company which owns a loan-based project or an equity-based project and proposes to raise capital through public offer for the first time shall comply with the following conditions, namely;:(i) Loan-based projects:

Computer Section, Securities and Exchange Commission of Pakistan, Islamabad.

(i)

The size of capital to be issue shall be in accordance with financial plan approved by an institution financing the project. The company’s auditors shall certify that sponsors’ subscription has been received in full and al least eight per cent thereof has been utilized in the project. The stock exchange concerned shall verify that at least thirty percent of the plant and machinery has been installed and last consignment of plant and machinery, where required has been shipped to the company; The sponsors shall, al all times retain at least twenty-five percent of the capital of the company.

(ii)

(iii)

(iv)

(ii)

Equity-based projects: (i) (ii) The fixed capital expenditure shall be entirely financed by equity. The project shall be appraised by a financial institution or a commercial bank or an investment bank. The appraisal report shall be accompanied by a certificate from the company’s auditors confirming that(a) the capital allocated to sponsors, foreign and local investors, if any, has been fully paid: and the land for the project has been required, letters of credit have been established and shipment schedule of plant and machinery has been finalized by the suppliers.

(iii)

(b)

(iv)

The issue shall be fully underwritten and the underwriters, not being the associated companies, shall include at least two financial institutions, including commercial banks and investments banks and the underwriters shall evaluate the project in their independent due diligence report. The sponsors shall retain at least twenty-five per cent of the capital of the company for a period of five years from the date of public subscription.

(v)

4. Issue of shares on premium.- A company may issue shares to the public on premium subject to the following conditions, namely:(i) It shall have profitable operational record of at least one year;

Computer Section, Securities and Exchange Commission of Pakistan, Islamabad.

(ii)

the premium on public offering shall not exceed the amount of premium charged on placements with foreign or local institutions and the names and addresses of such institutions shall be disclosed in the prospectus; the issue shall be fully underwritten and the underwriters not being the associated companies, shall include at least two financial institutions, including commercial banks and investments banks and the underwriters shall give full justification of the amount of premium in their independent due diligence report; the due diligence report of the underwriters shall form part of the material contracts; full justification for premium shall be disclosed in the prospectus; the employees of the company getting preferential allocation, if any, shall be charged premium at the same rate as the public; and the shares allotted to any person on account of preferential allocation at par, shall not be salable for a period of two years from the date of public subscription, These person shall be issued jumbo certificates with markings “not salable for two years”. The particulars of each jumbo certificates will be furnished to the respective stock exchange. Companies while splitting jumbo certificates into marketable lots. after the prescribed period, shall inform the respective stock exchange.

(iii)

(iv)

(v) (vi)

(vii)

5. Issue of right shares of a listed company.- A listed company may issue right shares subject to following conditions, namely:(i) The company shall not make a right issue within one year of the first issue of capital to the public or further issue of capital through right issue; the company while announcing right issue, shall clearly state the purpose of the right issue, benefits to the company, use of funds and financial projections for three years. The financial plan and projections shall be signed by all the directors who were present in the meeting in which the right issue was approved. the decision of the company to issue right shares shall be communicated to the Authority and the respective stock exchange on the day of the decision;

(ii)

(iii)

Computer Section, Securities and Exchange Commission of Pakistan, Islamabad.

(iv)

the company may charge premium on right shares up to the free reserves per shares as certified by the company’s auditors and the certificates of the auditors shall be furnished to the Authority and the respective stock exchange alongwith intimation of the proposed right issue:

Provided that where a company proposes to charge premium on right issue above the free reserves per share it shall be required to fulfil the following requirements, namely:(a) At least forty per cent of all the shareholders undertake to subscribe their portion of right issue; and the remaining right issue shall be fully underwritten and the underwrites, not being associated companies, shall include at least two financial institutions including commercial banks and investment banks and the underwriters shall give full justification of the amount of premium in their independent due diligence reports;

(b)

(v)

right issue of a loss making company or a company whose market share price during the preceding six months has remained below per value shall be fully and firmly underwritten; book closure shall be made within forty-five days of the announcement of the right issue and the payment and renunciation date once announced for the letter of right shall not be extended except with the permission of the respective stock exchange under special circumstances; and if the announcement of bonus and right issue is made simultaneously, resolution of the board of directors shall specify whether the bonus shares covered by the announcement quality for right entitlement.

(vi)

(vii)

Explanation.-----”free reserves” includes any amount which, having been set aside out of revenue or other surpluses after adjustment of all intangible or fictitious assets, is free in that it is not retained to meet any diminution in value of assets, specific liability, contingency or commitment known to exist at the date of the balance sheet, but does not include---(i) (ii) (iii) reserves created as a result of re-valuation of fixed assets; goodwill reserve; depreciation reserve to the extent of ordinary depreciation including allowance for extra shifts admissible under the Income Tax Ordinance, 1979 (XXXI of 1979);

Computer Section, Securities and Exchange Commission of Pakistan, Islamabad.

(iv)

development allowance reserve created under the provisions of the Income Tax Ordinance, 1979 (XXXI of 1979); workers welfare fund; provisions for taxation to the extent of the deferred or current liability of the company; and capital redemption reserve.

(v) (vi)

(vii)

6. Issue of bonus shares by listed companies.--- A listed company may issue bonus shares subject to the following conditions, namely:-(i) The decision of the directors to issue bonus shares shall be communicated to the Authority and the respective stock exchange on the day of the decision and the intimation letter shall be accompanied by the auditor’s certificate as specified in clause (iii); the free reserves of the company calculated in the manner as specified in rule 5 shall be sufficient to issue the bonus shares after retaining in the reserves twenty-five per cent of the capital as it will be increased by the proposed bonus shares; a certificate from the auditors shall be obtained to the effect that the free reserves and surpluses retained after the issue of the bonus shares will not be less than twenty-five per cent of the increased capital; and all contingent liabilities disclosed in the audited accounts and any such liability which may have been created subsequent to the audited accounts shall be deducted while calculating minimum residual reserves of twentyfive per cent.

(ii)

(iii)

(iv)

7. Offer for sale of shares by privatised companies.--- Where a company h as been privatised by the Federal Government or a Provincial Government, the new management shall not offer shares to the public for a period of three years from the date of privatization at a price higher than the purchase price per share adjusted by right or bonus issue or any other distribution made out of the pre-acquisition reserves. 8. Issue of shares for consideration otherwise than in cash.---- A company may issue shares for consideration otherwise than in cash subject to the following conditions, namely;-(i) The value of assets shall be determined by a consulting engineer registered with Pakistan Engineering Council and borne on the panel of at least two financial institutions as a valuer;

Computer Section, Securities and Exchange Commission of Pakistan, Islamabad.

(ii)

the value of assets taken over shall be reduced by depreciation charged on consistent basis; the goodwill and other intangible assets shall be excluded from the consideration; and certificate from a practising Chartered Accountant shall be obtained to the effect that the above mentioned conditions have been complied with.

(iii)

(iv)

9. Offer for sale of shares by certain persons.--- A person who holds more than ten percent of the shares of a company may offer such shares for sale to the public subject to the following conditions; namely;-(i) The size of the capital to be offered to public through offer for sale shall not be less than one hundred million rupees or twenty-five per cent of the capital, which ever is less; no premium shall be charged unless the company has profitable operational record for at least one year; in case a premium is to be charged on the sale of shares, the offer shall be fully underwritten and the underwriters, not being the associated companies, shall include at least two financial institutions including commercial banks and investment banks and the underwriters shall give full justification of the amount of premium in their independent due diligence reports. due diligence reports of the underwriters shall form part of the material contracts: and full justification for the premium shall be disclosed in the offer for sale.

(ii)

(iii)

(iv)

(v)

10. Relaxation of rules.- Where the Authority is satisfied that it is not practicable to comply with any requirement of these rules in a particular case or class of cases, the Authority may, for reasons to be recorded, relax such requirement subject to such conditions as it may deem fit. 11. Penalty.-Whoever fails or refuses to comply with, or contravenes any provision of these rules, or knowingly and wilfully authorises or permits such failure, refusal or contravention, shall, in addition to any other liability under the Ordinance, be also punishable with fine not exceeding two thousand rupees, and in case of continuing failure, refusal or contravention, to a further fine not exceeding one hundred rupees for every day after the first during which such contravention continues.

Computer Section, Securities and Exchange Commission of Pakistan, Islamabad.

IMPORTANT CIRCULARS ISSUED FROM TIME TO TIME

CENTRAL DEPOSITORY COMPANIES (ESTABLISHMENT AND REGULATION) RULES, 1996 (S.R.O. NO. 107(KE)/96 DATED 07.10.96) S.R.O. 107 (KE)/96.- In exercise of the powers conferred by section 33 of the Securities and Exchange Ordinance, 1969 (XVII of 1969), the Federal Government is pleased to make the following rules, namely:1. Short title and commencement. (1) These rules may be called the Central Depository Companies (Establishment and Regulation) Rules, 1996. (2) They shall come into force at once. 2. Interpretation.- In these rules the words and expressions used but not defined herein shall have the same meanings as are assigned to them in the Securities and Exchange Ordinance, 1969 (XVII of 1969), and the Companies Ordinance, 1984 (XLVII of 1984), as the case may be. 3. Eligibility for registration.- A company desirous of commencing business as a central depository company shall be eligible for registration under these rules if it fulfils the following conditions, namely :(a) That such company is incorporated as a public limited company under the Companies Ordinance, 1984 (XLVII of 1984); that such company has entered into equity participation or technical collaboration arrangement with an internationally recognized institution or agency; that at least one stock exchange in Pakistan is a shareholder of such a company; that no promoter, director , officer or employee of such a company(i) has been convicted of fraud, breach of trust or an offence involving moral turpitude or removed from service for misconduct or has been adjudicated as

(b) (c) (d)

IMPORTANT CIRCULARS ISSUED FROM TIME TO TIME

(ii) (iii)

insolvent; has been associated with any illegal banking business, deposit taking or financial dealings; has been a sponsor, director, chief executive or a senior management officer of a defaulting cooperative finance society or finance company; and has been a defaulter of any commercial bank or financial institution including non-banking financial institution or has suspended payment or has compounded with his creditors; and

(iv)

e)

that the promoters of such company are persons of means and integrity and have special knowledge of matters which the company may have to deal with as a central depository company.

4. Registration .- (1) A company, eligible for registration under rule 3 as a central depository company, may make an application to the Authority in Form I providing information as given in the Annex thereto. (2) An application under sub-rule (1) shall be accompanied by a fee of five hundred thousand rupees as registration fee. (3) The Authority, if it is satisfied, after such inquiry and after obtaining such further information as it may consider necessary, that(i) (ii) the applicant is eligible for registration; and it would be in the interest of the capital market so to do, may grant a certificate of registration to such company in Form II on such conditions as it may deem appropriate.

5. Renewal of registration.(1) The certificate of registration of a company shall be renewable on payment of a fee of one hundred thousand rupees through an application made in Form III. (2) The Authority shall, after making such inquiries and

IMPORTANT CIRCULARS ISSUED FROM TIME TO TIME

after obtaining such further information as it may consider necessary, within thirty days of the receipt of the application, renew the registration of such company for one year in Form IV. 6. Submission of annual report, etc.- (1) The central depository company shall file its annual report and account within six months of the close of the accounting period alongwith the following information and documents, namely:(i) (ii) (iii) (iv) (v) Names of the issuers who are members of the company; names of the participants who are members of the company; number of account holders as well as sub-account holders; list of shareholders of the company indicating change in the shareholdings, if any; and names of senior management staff of the company with qualifications and experience.

(2) Without prejudice to the provisions of sub-rule (1), a central depository company shall furnish to the Authority such other documents, information or explanation relating to its affairs as the Authority may, from time to time, by order in writing, require. 7. Power of the Authority to give directions.- The Authority may, if it is satisfied that it is necessary or expedient so to do in the public interest or in the interest of capital market, by order in writing, give directions to a central depository company. 8. Establishment of Advisory Committee.The Authority may establish an Advisory Committee in respect of a central depository company whose functions shall be-(a) to advise the central depository company on matters relating to the services provided by such depository company; and (b) to make recommendations for improving the efficiency of the central depository company.

IMPORTANT CIRCULARS ISSUED FROM TIME TO TIME

----------------------------------------

IMPORTANT CIRCULARS ISSUED FROM TIME TO TIME

FORM I [See rule 4 (1)] FORM OF APPLICATION FOR REGISTRATION AS A CENTRAL DEPOSITORY COMPANY To The Corporate Law Authority, Government of Pakistan, Islamabad. Dear Sir, We hereby apply for registration of ............................................... ....................................................................................................... ........... .................................................(Name of Central Depository Company) under rule 4 of the Central Depository Companies (Establishment and Regulation) Rules, 1996. 2. A copy of the Memorandum and the Articles of Association is enclosed. 3. Necessary information required in the annex to this Form is furnished. We undertake to keep the information up to date at all times. 4. Registration fee of five hundred thousand rupees (Rs.500,000/) has been deposited in the State Bank of Pakistan/ the National Bank of Pakistan on ______________ and original copy of the treasury challan is enclosed. Yours faithfully,

(Signature of the authorised officer)

IMPORTANT CIRCULARS ISSUED FROM TIME TO TIME

ANNEX TO FORM I 1. 2. 3. 4. 5. Name, address and telephone number(s) of the company. Date and place of incorporation. Names and addresses of promoters and directors. Documentary evidence indicating that a stock exchange is a share holder of the company. Details of equity participation or technical collaboration arrangements with any internationally recognized institution or agency. Whether any promoter, director has been convicted of fraud or breach of trust. Whether any promoter or director has been a defaulter of any commercial bank or financial institution or non-banking financial institution or has suspended payment or has compounded with his creditors. Whether any director has been adjudicated as insolvent. Names and addresses of senior management officers. Whether any officer or employee has been convicted of fraud or breach of trust. Whether any senior management officer has been adjudicated as insolvent or has suspended payment or has compounded with his creditors. Whether any director, officer or employee of the company has been a sponsor, director, chief executive or a senior management officer of a defaulting co-operative ....................................... ...................................... ....................................... .......................................

....................................... .......................................

6. 7.

....................................... ...................................... ....................................... .......................................

8. 9. 10. 11.

.......................................

12.

IMPORTANT CIRCULARS ISSUED FROM TIME TO TIME

finance society or finance company. 13. Whether any officer or employee of the company has been a defaulter of any commercial bank or financial institution including non-banking financial institution or has suspended payment or has compounded with his creditors. 14. Previous experience of the promoters and directors in the field related with central depository. 15. Previous experience of senior management officers.

.......................................

....................................... ....................................... .......................................

Note :-(i) An affidavit from each promoter, director and officer in respect of statement at serial Nos. 6,7 and 8, shall be submitted. (ii) Certification by the proposed chief executive of the company in respect of statement at serial Nos. 10,11,12 and 13 shall be submitted.

IMPORTANT CIRCULARS ISSUED FROM TIME TO TIME

FORM II [(See rule 4(3)] GOVERNMENT OF PAKISTAN CORPORATE LAW AUTHORITY NO. Islamabad, the .........199... CERTIFICATE OF REGISTRATION AS CENTRAL DEPOSITORY COMPANY The Corporate Law Authority having considered the application for registration under rule 4 of the Central Depository Companies (Establishment and Regulation) Rules, 1996, by ....................................................................................................... ........................................................(Name of the central depository company) and being satisfied that the said company is eligible for registration and that it would be in public interest and in the interest of the capital market so to do, hereby grants, in exercise of the powers conferred by rule 4 of the said Rules, registration to ....................................................................... subject to the conditions stated herein below or as may be prescribed or imposed hereafter. 2. This certificate ................................ of registration is valid up to

Signature of the Officer

IMPORTANT CIRCULARS ISSUED FROM TIME TO TIME

FORM III [(See rule 5(1)] FORM OF APPLICATION FOR RENEWAL OF REGISTRATION AS A CENTRAL DEPOSITORY COMPANY To Corporate Law Authority Government of Pakistan Islamabad. Dear Sir, We hereby apply for the renewal of the registration of ................ ....................................................................................................... ........... ............................................(Name of the central depository company). under rule 5 of the Central Depository Companies (Establishment and Regulation) Rules, 1996. 2. The certificate of registration or, as the case may be, certificate of renewal is due to expire on .................................... 3. Renewal fee of one hundred thousand rupees (Rs.100,000/-) has been deposited in the State Bank of Pakistan/ the National Bank of Pakistan on _____________ and original copy of the treasury challan is enclosed. 4. It is requested that the registration may be renewed for the year ending on the ............................ Yours faithfully, (Signature of the authorised officer)

IMPORTANT CIRCULARS ISSUED FROM TIME TO TIME

FORM IV [(See rule 5(2)] GOVERNMENT OF PAKISTAN CORPORATE LAW AUTHORITY Islamabad, the ............199.... CERTIFICATE OF RENEWAL OF REGISTRATION AS A CENTRAL DEPOSITORY COMPANY NO. The Corporate Law Authority having considered the application for renewal of registration under rule 5 of the Central Depository Companies (Establishment and Regulation) Rules, 1996, by ....................................................................................................... ...... .............................................(Name of the central depository company) and being satisfied that it would be in public interest and in the interest of the capital market to renew the registration of ....................................................................................................... .......................................................(Name of the central depository company) hereby grants, in exercise of the powers conferred by rule 5 of the said Rules, certificate of renewal of registration to the said company subject to the conditions stated herein below or as may be prescribed or imposed hereafter. 2. This certificate of renewal is valid up to ......................

Signature of the Officer

THE COMPANIES (COURT) RULES, 1997 [Gazette of Pakistan, Extraordinary, Part II, 26th March, 1997] S.R.O. 187 (I)/97.---1n exercise of the powers conferred by section 438 of the Companies Ordinance, 1984 (XLVII of 1984), and of all powers enabling it in that behalf, and in pursuance of the advice of the Supreme Court of Pakistan to do so, the Federal Government, in consultation with the High Courts, is pleased to make the following rules, namely:---

PART I GENERAL 1. Short title and commencement. ---(I) These rules may be called the Companies (Court) Rules, 1997. (2) They shall come into force at once. 2. Definitions. ---(I) In these rules unless there is anything repugnant in the subject or context,-(a). 'advocate' means, an advocate defined in the Legal Practitioners and Bar Council Act, 1973 (XXXV of 1973); (b) 'Authority' means the Corporate Law Authority established under the Ordinance; (c) 'Code' means the Code of Civil Procedure, 1908 (V of 1908); (d) 'Court' means the Court having jurisdiction under the Ordinance; (e) 'Judge' means in the High Court the Judge for the time being exercising the jurisdiction of the High Court under, the Ordinance, and in the District Court, the Judge of the Court exercising jurisdiction under the Ordinance; (f) 'Ordinance' means the Companies Ordinance, 1984 (XLVII of 1984); (g) 'prescribed' means prescribed by these Rules; and 'prescribed charges' and 'prescribed fees' mean charges or fees specified in these Rules and where these are not so specified, prescribed by the rules of the Court in respect of analogous matter in its other proceedings; 'Registrar' means the Registrar of the High Court and such other officer as may be authorised by the Chief Justice to perform all or any of the duties assigned to the Registrar under these Rules;

(i) 'Registrar of companies' means the Registrar as defined in the Ordinance; (j) 'sealed' means sealed with the seal of the Court; (k) 'section' means a section of the Ordinance; and (l) 'State Bank' means the State Bank of Pakistan established under the State Bank of Pakistan Act, 1956 (XXXIII of 1956) and includes its branches and agencies. (2) All other terms and expressions used but not defined in the rules shall have the same meaning as assigned to them in the Ordinance, or the General Clauses Act, 1897 (X of 1897), as the case may be. 3. Inherent powers of Court. ---Nothing in these Rules shall be deemed to limit or otherwise affect the inherent powers of the Court to give such direction or pass such orders as may be necessary for the ends of justice or to prevent abuse of the process of the Court. 4. General Heading.---(1) The following shall be used as general heading in all matters including all advertisements, notices and other proceedings to .which the provisions of these rules apply:--In the……….[ Original Jurisdiction Company Application No………..of 19…… In the matter of the Companies Ordinance, 1984. And Of……………….Limited having its registered office at…………….. Name(s) of the petitioners)/applicant(s) Versus Name of the respondents, if any Respondent. Petition/Application under section………of the Companies Ordinance, 1984. (2) Where so required, the words "and Reduced" or "In (mode of) Liquidation" shall be inserted in brackets after the name of the company. (name and address of registered office of the company shall be inserted here) Petitioners/Applicants. ] Court. } (Name of the Court [ ] Shall be inserted here)

5. Petitions generally. ---(I) All applications under the Ordinance, except interlocutory applications, shall be made by petition in. the manner herein appearing. (2) All petitions, applications, written statements, affidavits and other proceedings presented to the Court shall be fairly and legibly written, typewritten. cyclostyled or printed on one side of standard petition paper of foolscap size with an inch and a quarter margin and at least an inch and half blank space left at the top and bottom of each sheet and separate sheets shall be stitched together, and shall be dated, divided into separate paragraphs which shall be numbered consecutively and signed by the petitioner, applicant or other authorised person. (3) Numbers and dates shall be expressed in figures, and where dates given are not according to the English calendar, the corresponding English dates shall also be given. 6. Language of proceedings. ---Every petition, application, written statement, affidavit or other proceeding shall be in the language of the Court, and except in so far as the Court may otherwise order, no document in a language other than English or Urdu shall be accepted for use in any proceeding unless accompanied by an attested translation in either of these languages in accordance with the rules and practice of the Court and is certified to be a true copy. 7. Practice and procedure of the Court and provisions of the Code to apply. ---(I) Save as provided by the Ordinance or by these Rules, the practice and procedure of the Court and provisions of the Code so far as applicable shall apply to all proceedings under the Ordinance and these rules. (2) The Judge or the Registrar, as the case may be, may decline to accept any document which is presented otherwise than in accordance with these Rules or the practice and procedure of the Court. 8. Power of Court to enlarge or abridge time. ---The Court may, in any case in which it shall deem fit, extend or abridge the time appointed by these rules or fixed by an order of the Court for doing any act or taking any proceeding, upon such terms and conditions as the interest of justice, may require, and any such extension or abridgement may be ordered although the application for the same is not made. 9. Computation of time.---(1) Where any particular number of days not expressed to be clear days is prescribed, the same shall be reckoned exclusively of the first day and inclusively of the last day, unless the last day shall happen to fall on Sunday or other day on which the office of the Court is closed, in which case the time shall be reckoned exclusively of that day also and any succeeding day or days on which the office of the Court may continue to be closed. (2) Where any particular number of days expressed to be clear days is prescribed the same shall be reckoned exclusively of both the first and the last day.

10. Registers to be kept. ---There shall be kept, in every Court, the following registers, relating to proceedings under the Ordinance and these rules:--(1) register of company petitions, in which shall be entered and numbered serially immediately on receipt in the Court all the petitions, except interlocutory applications, filed under the Ordinance or these rules with particulars as to--(i) date of presentation; (ii) name of Company; (iii) names of parties and their advocates; (iv) provision of law under which the petition is made; (v) nature of relief sought; (vi) date end nature of order made; (vii) date of filing of appeal, if any; (viii) date of disposal of appeal; and (ix) result of judgment in appeal; (2) register of company applications, in which shall be entered and numbered serially immediately on receipt in the Court all applications other than petitions referred to in clause (1) with particulars as to-(i) date of presentation; (ii) name of company; (iii) number of main proceeding, if any, to which the application relates; (iv) names of parties and their advocates; (v) provision of law, if any, under which the application is made; (vi) nature of relief sought; (vii) date and nature of order made; (viii) date of filing of appeal, if any;

(ix) date of disposal of appeal; and (x) result of judgment in appeal; (3) register of appeals against orders of liquidator in which shall be entered and numbered serially immediately on receipt in the Court all appeals against the orders of liquidator preferred under the Ordinance or these rules with particulars as to-(i) date of presentation; (ii) name of company; (iii) names of appellants and their advocates; (iv) name of liquidator: (v) provision of law under which appeal is made; (vi) date and nature of order against which appeal is made; (vii) nature of relief sought: (viii) date of disposal of appeal; and (iv) result of judgment in appeal; (4) company liquidation register in which shall be entered company wise, under a separate heading for each company ordered to be wound up and, in chronological order, summary of proceedings in winding up'; (5) company documents register, in which shall be entered under a separate heading for each company any valuable securities such as negotiable instruments and documents of title that may be filed in proceedings before the Court; (6) appearance book, in which, shall be entered the appearance filed by or on behalf of any creditor, or contributory under sub-rule (2) of rule 196 of these rules; and (7) Such other registers as may be directed by the Chief Justice, of the High Court. 11. Serial number of proceedings. ---Every petition or application shall bear its distinctive serial number, and interlocutory application shall bear, besides its own serial number, the serial number of the main proceeding, to which it relates. Every order made, process issued or document filed shall bear the serial number of the proceeding to which it relates.

12. Process to be sealed. ---All petitions, applications and affidavits, upon being filed, and all orders, summons warrants or process of any kind (including notices issued by the Court) and certified copies of any proceedings, shall be sealed. 13. Inspection and copies of proceedings. ---Save as otherwise provided in these rules, the rule of the Court for the time being in force relating to such inspection and to the certification and grant of copies, including the fees and charges payable for the same shall apply to proceedings under the Ordinance and these, Rules, as they apply to other proceedings in the Court. 14. Forms.---(1) The forms set out in Appendix-I shall be used in all matters to which the said forms relate with such variations as circumstances of each case may require. (2) Where the said Appendix contains no form for any particular purpose or proceeding, the forms used in the Court in other analogous matters and proceedings or such other forms as may be approved by the Court for the purpose may be used. 15. Affidavits.---(1) Every affidavit shall be drawn up in the first person, shall state the full name, father's name, and in the case of a married woman or widow, her husband or deceased husband's name, age, occupation and the true place of abode of the deponent, shall be divided into paragraphs to be numbered consecutively, signed by the deponent and sworn to in the manner prescribed by the Code or by the rules and practice of the Court. (2) Every affidavit and the exhibit annexed to an affidavit shall be marked with the number of the proceeding to which it relates, and shall be initialled and dated by the authority before whom it is sworn. (3) Except with the leave of the Judge, no affidavit having an interlineation, alteration or erasure shall be filed in the Court unless such interlineation or alteration is initialled by the authority before whom it is sworn, or, in the case of an erasure the words and figures written on the erasure are rewritten in the margin and initialled by such authority. 16. Affidavit verifying petition. ---Every petition shall be supported by a duly verified affidavit made by the petitioner or by one of the petitioners, where there are more than one, and in case the petition is presented by a body corporate, by a director, secretary or other principal officer thereof; such affidavit shall be filed alongwith the petition and shall be in Form No. 1: Provided that, the Judge or Registrar may, for sufficient reason, grant leave to any other person duly authorised by the petitioner to make and file the affidavit. 17. Enclosures to petition. ---Unless dispensed with by the Judge or the Registrar, every petition and application mentioned in Appendix 11 shall be accompanied by the documents set opposite thereto in column 4 of the said Appendix.

18. Direction on petition. ---Every petition shall be placed for hearing before the Judge and he shall make such orders thereon and give such directions as to the hearing and the advertisement of the petition and the notices to be served and such other matters as may seem to him appropriate. 19. Advertisement of the petition. ---(I) Where any petition is required to be advertised, it shall, unless the Judge otherwise orders, or these rules otherwise provide, be advertised not less than fourteen days before the date fixed for hearing, in one issue of the official Gazette and in one issue each of a daily newspaper in English and Urdu having circulation in the Province in which the registered office of the company is situate and, in the case of a listed company, also in the Province in which the stock exchange on which the company is listed is situate. (2) Except in the case of a petition to wind up a company, the Judge tray, if he thinks fit, dispense with the advertisement required by these Rules. 20. Contents of advertisement. ---(I) Except as otherwise provided in these rules, such advertisement shall be in Form No.2 and shall state the date on which the petition was presented, the name and address of the petitioner and his advocate, the nature of the petition and the date fixed for hearing. (2) Every advertisement shall, unless otherwise ordered, specify that any person who, intends either to oppose or support the petition at the hearing should send notice of his intention to the petitioner or his advocate so as to reach him not later than two days previous to the day fixed for the hearing and in the case of a petition for winding up, not later than five days previous to the day fixed for the hearing of the petition. 21. Service of petition. ---Every petition shall be served on the respondent, if any, named in the petition and on such other persons as the Ordinance or these rules may require or as the Judge or the Registrar may direct and a copy of the petition and the affidavit shall be served alone with the notice of the petition. 22. Notice of petition and time of service. ---Notice of every petition required to be served upon any person shall be in Form No.3 and shall, unless otherwise ordered by the Court ,or provided by these rules, be served not less than ten days before the date of hearing; Provided that such notice when by the Ordinance or under these rules is required to be served on the Corporate Law Authority or the Federal Government, the same shall, unless otherwise ordered by the Court, be served not less than fourteen clear days before the date of hearing. 23. Service on company.---(1) Where a petition is presented against a company, it shall be accompanied by a notice of the petition together with a copy of the petition for service on the company and an envelope addressed to the company at its registered office or its

principal place of business and sufficiently stamped for being sent by registered post for acknowledgement. (2) The Registrar shall immediately on the admission of the petition send the notice together with the copy of the petition to the company by registered post or through other approved mode. (3) Every petition and, save as otherwise provided by these Rules or by an order of the Court, every application, shall, unless presented by the company, be served on the company at its registered office, or if there is no registered office, at its principal or last known principal place of business, by leaving a copy thereof with an officer or employee of the company, and in case no such person is, available, in such manner as the Judge or Registrar may direct, or, by sending a copy thereof by prepaid registered post addressed to the company at its registered office, or, if there is no registered office, at its principal or last known principal place of business, or to such person and at such an address as the Judge or Registrar may direct. (4) Where the company is being wound up, the petition or application shall also be served on the liquidator, if any, appointed for the purpose of winding up the affairs of the company. 24. Petitioner to effect service. ---Save as otherwise provided by these Rules and subject to any directions of the Judge or the Registrar or where the Court has effected service, the petitioner, the applicant or any other person having the conduct of proceedings in the Court shall be responsible for the service of all notices, summons and other process and for the advertisement and publication of notices, required to be effected by these rules or by order of the Court. 25. Affidavit of service---(1) An affidavit or affidavits stating whether the petition has been advertised as specified in rule 20 and whether the notices, if any, have been duly served upon the persons required to be served shall be filed not less than two days before the date fixed for hearing and any such proof of the advertisement or of the service. as may be available, shall be filed alongwith the affidavit. (2) An affidavit of service on a company or its liquidator shall be in Form No.4 or 5, as the case may be. 26. Procedure on default of compliance as regards advertisement and service of notice.---In default of compliance with the requirements of the rules or the directions of the Judge or Registrar, as regards ' the advertisement and service of the petition, the petition shall, on the date fixed for hearing be placed for orders of the Judge and the Judge may either dismiss the petition or give such further directions as he thinks fit. 27. Mode of service and service when deemed to be effected. ---(I) Save as otherwise provided by these Rules or by an order of the Court, all notices, summons, and other documents required to be served on any person, may be served either personally by

delivering a copy thereof to such person, or upon his advocate where he appears by advocate or, except where personal service is required, by prepaid registered post for acknowledgement due addressed to the last known address of such person. (2) Where in the case of service by registered post no acknowledgement signed by the addressee or his duly authorised agent is received, orders of the Court shall be obtained as to the sufficiency of service or as to the further steps to be taken for service as the Court may direct: Provided that, where a notice, summons or other document has to be served on any class of persons such as shareholders. debenture-holders, creditors and the like, the same may be sent by prepaid registered post, or by ordinary post under certificate of posting, as may be provided by these Rules or by an order of the Court, and unless otherwise ordered by the Court, the service shall be deemed to be effected at the time when the said notice. summons .or other document ought to be delivered in the ordinary course of post by the post office, and notwithstanding that the same is returned undelivered by the post office. (3) Where any person has to be served at an address outside Pakistan, the notice or other process to be served on him shall, subject to orders of the Court. be sent to such address by prepaid air-mail registered post for acknowledgement due. 28. Validity of service and of proceedings. ---No service under these Rules shall be deemed invalid by reason of any defect in the name or description of a person in the list of contributories or in the petition, summons, notice or other proceeding, provided that the Court is satisfied that such service is in other respect sufficient; and no proceedings under the Ordinance or these rules shall be invalidated by reason of any formal defect or irregularity, unless the Judge before whom the objection is taken is of the opinion that substantial injustice his been caused by such defect or irregularity and that the injustice cannot be remedied by an order of the Court. 29. Notice to be given by persons intending to appear at the hearing of petition. ---(1) Every person who intends to appear at the hearing of a petition whether to support or oppose the petition, shall send to the Court and serve on the petitioner or his advocate notice of his intention at the address given in the advertisement. (2) The notice referred to in sub-rule (1) shall be in Form No. 6, containing the address of such person, and be signed by him or his advocate, and save as otherwise provided by these rules shall be served (or, if sent by post, shall be posted in such time as to reach the addressee) not later than two days prior to the day of hearing, and in the case of a petition for winding up, not later than three days prior to the day of hearing and where such person intends to oppose the petition, the grounds of his opposition, or a copy of his affidavit, if any, shall be furnished alongwith the notice. (3) Any person who fails to comply with the provisions of this rule shall not, except with the leave of the Judge, be allowed to appear at the hearing of the petition.

30. List of persons intending to appear to be filed. ---The petitioner or his advocate shall prepare a list of the names and address of the persons who have given notice of their intention to appear at the hearing of the petition in Form No.7 and shall be filed in the Court before the hearing of the petition. 31. Procedure at hearing of petition.---At the hearing of the petition, the Judge may either dispose of the petition finally, or give such directions as may be deemed necessary for the filing of counter-affidavits and reply affidavits, if any, and for service of notice on any person who, in his opinion, has been omitted to be served or has not been properly served with the notice of the petition and may adjourn the petition to enable the parties to comply with his directions: Provided that unless otherwise ordered by the Judge, it shall not be necessary to give notice of the adjourned hearing to any person. 32. Order to be drawn up. ---Every order, whether made in the Court or in Chambers, shall be drawn up by the Registrar, unless in any proceeding or class of proceedings the Judge or the Registrar shall direct that the order need not be drawn up. Where a direction is given that no order need be drawn up, the note or memorandum of the order signed or 'initialled by the Judge making the order or by the Registrar shall be sufficient evidence of the order having been made. (2) The date of every order shall be the date on which it was actually made, notwithstanding that it is drawn up and issued on a later date. (3) Where costs are awarded to a party in any proceeding and such costs have to be taxed, the order shall direct that the party liable to pay the costs shall pay the same when taxed. and where the costs have been fixed by the Court or ascertained by taxation prior to the drawing up of the order, the order shall direct the payment of the amount of such costs by the party liable to pay the same. PART II PROCEEDINGS IN MATTERS OTHER THAN WINDING UP 33. Petition to cancel variation of rights.---(1) Where a petition to cancel a variation of the rights, attaching to any class of shares is made on behalf of the shareholders of that class entitled to apply for cancellation under section 108 by one or more of them, the letter of authority signed by the shareholders so entitled; authorising the petitioner or petitioners to present the petition on their behalf, shall he annexed to the petition, and the names and addresses of all the said shareholders and the number of shares held by each of them shall be set out in the schedule to the petition. (2) The petition shall set out the particulars of registration and the share capital, the different classes of shares into which the share capital of the company is divided and the rights attached to each class of shares, the provisions of the memorandum or articles

authorising the variation of the rights attached to the various classes of shares, the total number of shares of the class whose rights have been varied, the nature of the variation made, and so far may have been ascertained by the petitioner, the number of shareholders of the class who gave their consent, shares held by them, the number of shareholders who did not consent to the variation or who voted against the resolution, and the numbers of shares held by them and the dates on which the consent was given or the resolution was passed and the reasons for opposing the variation. 34. Petition for rectification of Register of Mortgages etc.---Notice of every petition under section 131 shall be given to the Registrar of Companies and other persons likely to be affected as the Court may direct and certified copy of the order of the Court made thereon shall be filed by the petitioner with the Registrar of Companies, within twenty-one days of the date of the order. , 35. Applications of Receivers for direction of the Court. ---(I) Notice of every application under sections 140 and 141 shall be given to the Registrar of Companies and other parties likely to be affected as the Court may direct. (2) A certified copy of the Order of the Court on applications under sub-rule (1) shall be filed with the Registrar of Companies by the receiver within 15 days of the date of the order. 36. Petition for rectification of register of members and debenture holders. ---(1) Notice of all petitions for rectification of the register of members and the register of debenture holders shall be given to the company and in case of transfer of shares to the transferor or the transferee, as the case may be, and to such other persons as the Court may direct. (2) The final order taken on a petition under sub-rule (1) shall provide that a certified copy thereof shall be filed with the Registrar of the Companies by the petitioner, within fifteen days of the date of order. 37. Form of petition ---An application under section 97 shall be in Form No. 8. 38. Procedure at the hearing.---Upon the hearing of the application if the Court is satisfied that the proposed reduction does not involve either diminution of liability in respect of unpaid share capital or payment to any share, holders of any paid-up share and that no creditor is entitled to object to the reduction, it may confirm the resolution and where the Court is not so satisfied or is of opinion that creditors are entitled to object, the procedure hereinafter prescribed shall be followed. 39. Directions where creditors are entitled to object. ---In case in which the creditors are entitled to object to the proposed reduction, the Court may give such directions as it thinks fit with respect to publication of notices and fixing the date with reference to which the list of creditors entitled to object to the reduction is to be made out and

generally fixing a time for taking all necessary and proper steps for settling the list of creditors. The order on such application may be in Form No. 9. 40. List of creditors. ---The company shall, within the time allowed by the Court, file in the Court a list in Form No. 10 made out by some officer of the company competent to make the same, containing the names and addresses of the creditors of the company as on the date fixed by the Court under the last preceding rule and shall also contain the amounts due to the creditors and in case of debts payable on a contingency and not ascertained, a just estimate of the same. Such list shall be supported by an affidavit in Form No. 11 of an officer of the company competent to make the same. 41. Contents of affidavit. ---The person making such affidavit shall state therein his belief that the list certified by such affidavit is correct and that there was not at the date fixed by the Court under rule 40 any debt or claim which if that date was the commencement of the winding up of the company, would be admissible in proof against the company except the debt set forth in such list and shall state his means of knowledge of the matters deposed to in such affidavit. 42. Inspection of list of creditors. ---Copies of the list containing the names and addresses of the creditors and the total amount due to them including the estimated value of unascertained and contingent debts, but omitting the amount due to them respectively, or (if the Court shall so direct) complete copies of the list of creditors shall be kept at the registered office of the company and at the office of the advocate of the company and any person desirous of inspecting such list may, during the ordinary hours of business, inspect and take extracts thereof on payment of two rupees per page. 43. Notice to creditors. ---(1) The company shall, within seven days after the filing of the list of creditors referred to in rule 40 or such time as the Court may allow, send to each creditor whose name is entered in the said list a notice in Form No. 12 stating the amount of the proposed reduction in capital and the amount or estimated value of the debt for which such creditor is entered in the said list and the time, as fixed by the Court, within which if he claims to be a creditor for a larger amount than that shown in the notice, he must send in his name and address and the particulars of his debt or claim and the name and address of his advocate, if any, to the advocate of the company. (2) The notice referred to in sub-rule (1), shall be sent by prepaid letter registered for acknowledgement addressed to each creditor at his last known address or place of abode: Provided that, where any of the creditors of the company are residing out of Pakistan or where their addresses are not known to the company, the Court may direct notice to be given by advertisement in such papers and iii such manner as the Court may deem proper. 44. Advertisement of the petition and the list of creditors. ---(1) Notice of the presentation of the petition and of the list of creditors shall, after the filing of the list referred to in rule 40 be advertised in such newspapers in Form No. 13 as the Court or the Registrar may direct.

(2) Every notice referred to in sub-rule (1) shall state the amount of the proposed reduction of capital, the places where the list of creditors may be inspected and the time within which and the person to whom the creditors of the company, who are not entered in the said list and are desirous of being entered therein, must send in their names and addresses and the particulars of their claims and the name and address of their advocate, if any. 45. Affidavit as to result of rules 43 and 44.---(1) The company shall, within the time fixed by Court, file in Court an affidavit in Form No. 14 made by the person to whom the particulars of debts or claims are by the notice specified in rules 43 and 44 required to be sent in, stating the result of such notices respectively and verifying the list containing the names and addresses of the persons who shall have sent in the particulars of the debts or claims in pursuance of such notice respectively and the amounts of such debts and claims and some competent officer or officers of such company shall join in such affidavit and shall in such list distinguish debts and claims which are wholly or partly admitted by the company, and those debts and claims which wholly or partly are disputed by the company. (2) The affidavit referred to in sub-rule (1) shall further state which of the creditors entered in the said list have been paid or have consented to the proposed reduction. (3) The company shall also file affidavit in Form No. 15 by the person who sent the notices referred to in rule 43. 46. Procedure when claim is not admitted.---If the company contends that a person is not entitled to be entered in the list of creditors in respect of any debt or claim, whether admitted or not, or if any debt or claim is not admitted by the company, wholly or in part, then in every such case, unless the company is willing to appropriate in such manner as the Court shall direct, the full amount of such debt or claim, the company shall, if the Court so directs, send to the creditor fourteen clear days before the date fixed by the Court a notice in Form No. 16 that he is required to come in and establish his title to be entered on the list, or as the case may be, to come in and prove his debt or claim or any such part thereof as is not admitted by the company on the day fixed by the Court: Provided that, the Court may refer any inquiry under this rule to the Registrar and the Registrar shall have all the powers of the Court in respect of any matter so referred to him: Provided further that a reference shall lie to the Court against any order of the Registrar in the manner provided by these Rules. 47. Costs of proof---The costs of proof of a debt or claim or of any inquiry under rule 46 shall be in the discretion of the Court.

48. Certificate by the Court as to creditors. ---The result of the settlement of the list of creditors shall be stated in a certificate which shall be prepared by the advocate of the company and signed by the Judge. Such certificate shall state what debts or claims, if any, have been disallowed, the debts or claims, if any, the amount of which has been fixed by inquiry under section 100 and these rules and the debts and claims, if any, which are admitted by the company, and shall show which of the creditors have consented to the proposed reduction and the total amount due to them, and which of the debts of claims, if any, the company is willing to appropriate; it shall not be necessary to show in the certificate the names of any creditors who are not entitled to be entered in the list or show the several amounts of the debts or claims of the persons who have consented to the proposed reduction. 49. Hearing of petition. ---After expiration of not less than seven clear days from the. date of signing of such certificate as is mentioned in the last preceding rule the application shall be set down for hearing in the ordinary course and a notice in Form No. 17 of the date fixed for hearing of the application shall be advertised in such newspapers as the Court or the Registrar may direct. 50. Who may appear and oppose. ---Any creditor included in the certificate whose debtor claim has not, before the hearing of the petition, been discharged or determined or been secured in the, manner provided by section 100 and who has not before the hearing consented in writing to the proposed reduction of capital may, if he thinks fit, upon giving 2 clear days notice to the advocate for the company of his intention so to do, appear at the hearing of the petition and oppose it. The cost of the appearance of the creditor shall be in the discretion of the Court. 51. Direction of hearing.---At the hearing of the petition the Court may give such directions as it shall think fit with reference to securing in the manner provided under section 100, the debts or claims of such creditors as do not consent to the proposed reduction and the further hearing of the petition may be adjourned to enable the company to comply with such directions. 52. Directions as to advertisement of order and dispensing with the addition of words 'and reduced'. ---Where the Court makes an order confirming a reduction, such order shall include directions as to the manner and in which English and Urdu newspapers and the time or times when notice of registration of the order and the minute referred to in section 102 shall be published; such order shall in cases where the proposed reduction does not involve either diminution of liability in respect of unpaid share capital or payment to shareholders of paid up share capital, state whether the addition of the words "and reduced" is dispensed with or fix the period for which such words shall be deemed part of the name of the company and in other cases shall fix the period for which the said words shall be deemed part of the name of the company unless an order in that behalf had been obtained previously on an application. This order shall be in Form No. 18.

53. Approval of minutes. ---Within 7 days from the date of order confirming the reduction, the company shall file for approval of the Court or Registrar a draft of the minute and take an appointment for approval of the same. The advocate for the company shall attend when the minute comes before the Court or the Registrar at the appointed time. 54. Publication of reasons, reduction, etc.---If the Court shall, under section 106 think fit to require the company to publish the reasons or causes of the reduction of the capital or any other information in relation thereto the company shall within the time prescribed in the last preceding rule, file a draft of the statement to be published for approval by the Court in the manner provided by that rule. Such statement of the approval shall, as far as possible and subject to the directions of the Court, be published in the same newspapers in which the registration of the order was published under rule 52. 55. Form and Notice. ---An application for an order for calling a meeting under section 284 shall be in the form of an interlocutory application. A notice of such publication shall he served in such manner as the Court or the Registrar may direct. 56. Directions at hearing of application. ---At the hearing of an application under rule 55, the Court may give such directions as it shall think fit in respect of all or any of the following matters namely:--(a) fixing the time when and place where the meeting is to be held; (b) appointing a chairman of the meeting and fixing a quorum; (c) mode of giving notice of meeting by advertisement or by sending notices; (d) the determination of the values of the members or creditors, as the case may be; (e) such other directions as the Court may consider necessary in the circumstances of the case. 57. Report of result of meeting. ---Within seven days after the holding of a meeting, the Chairman of the meeting shall report the result thereof to the Court. Such report shall be filed and form part of the record of the application referred to in rule 55. 58. General directions for holding of meetings. ---In the absence of or subject to any directions by the Court under rule 56-(a) the meeting of the creditors or members of a company, which is in the course of being wound up either by Court or under its supervision at the date of the application referred to in rule 57, shall be held in the manner provided by rules for meetings called by the official liquidator or the liquidator, as the case may be;

(b) the meetings of the creditors of members of a company which is not being wound up at the said date, shall be held in the manner prescribed by the articles of the company; Provided that any person connected with the company' as director, secretary or member, shall not be a chairman of any creditors meeting of the company; (c) where the value of the debt or claim of any creditor is not or has not been admitted by the company or its liquidator, as the case may be, the Chairman shall have power to decide the value of the debt or claim. 59. Result of resolution of meeting should be decided by poll.---Notwithstanding anything contained in these rules, the result of a resolution of any meeting held under section 284 shall be decided only by taking a poll. 60. Petition for confirming compromise or arrangement---(1) Where the proposed compromise or arrangement is agreed to, with or without modification, as provided by subsection (2) of section 284, the company or its liquidator, as the case may be shall, within seven days of the filing of the report by the Chairman, present a petition in Form No. 19 to the Court for confirmation of the compromise or arrangement. (2) Where a compromise or arrangement is proposed for the purposes of or in connection with, a scheme for the reconstruction of any company or companies, or for the amalgamation of any two or more companies, the petition shall be for appropriate orders and directions under section 287. (3) Where the company fails to present the petition for confirmation of the compromise or arrangement specified in sub-rules (1) and (2), any creditor or contributory may with the leave of the Court, present the petition and the company shall be liable for the costs thereof. (4) Where no petition for confirmation of the compromise or arrangement is presented, or where the compromise or arrangement has not been approved by the requisite majority under subsection (2) of section 284 and consequently no petition for confirmation could be presented, the report of the Chairman as to the result of the meeting made under the preceding rule shall be placed for consideration before the Judge for orders. 61. Date and notice of hearing.---The Court shall fix a date for the hearing of the petition, and notice of the hearing shall be advertised in the same newspaper in which the notice of the meeting was advertised, or in such other papers as the Court may direct, not less than ten days before the date fixed for the hearing. 62. Order on petition. ---Where the Court sanctions the compromise or arrangement the order shall include such directions, in regard to any matter and such modifications in the compromise or arrangement as the Judge may think fit to make for the Proper working of the compromise or arrangement. The order shall direct that a certified copy of the same shall be filed with the Registrar of Companies within 14 days from the date of the order,

or such other time as may be fixed by the Court. The order shall be in Form No. 20, with such variations as may be necessary. 63. Application for directions under section 287.---(1) Where the compromise or arrangement has been proposed for the purposes of or in connection with a scheme for the reconstruction of any company or companies or the amalgapiation of any two or more companies, and the matters involved cannot be dealt with or dealt with adequately on the petition for sanction of the compromise or arrangement an application duly verified by an affidavit shall be made to the Court under section 287, for directions of the Court as to the proceedings to be taken. (2) Notice of the application referred to in sub-rule (1) shall be given in such manner and to such persons as the Court may direct. 64. Directions at hearing of application. ---Upon the hearing of the application or upon any adjourned hearing thereof the Court may make such order or give such directions as it may think fit, as to the proceedings to be taken for the purpose of the reconstruction or amalgamation, as the case may be, including, where necessary. an inquiry as to the creditors of the transferor company and the securing of the debts and claims of any of the dissenting creditors in such manner as to the Court may seem just. 65. Order under section 287,---An order made under section 287 shall be in Form No. 21 with such variation as the circumstances may require. 66. Compromise or arrangement involving reduction of capital. ---Where a proposed compromise or arrangement involves a reduction of capital of the company, the procedure prescribed by the Ordinance and these Rules relating thereto shall be complied with, before the compromise or arrangement so far as it relates to reduction of capital is sanctioned. 67. Report on working of compromise or arrangement.---At any time after the passing of the order sanctioning the compromise or arrangement, the Court may either of its own motion or on the application of any person interested, make an order directing the company, or, where the company is being wound up, the liquidator to submit to the Court within such time as the Court may fix, a report on the working of the said compromise or arrangement. On consideration of the report, the Court may pass such orders or give such directions as it may think fit. 68. Liberty to apply.---(1) The company, or any creditor or member thereof, or in the case of a company which is being wound up, the liquidator, may. at any time after the passing of the order sanctioning the Compromise or arrangement, apply to the Court for the determination of any question relating to the working of the compromise or arrangement. (2) The application shall in the first instance be placed before the Court for directions as to the notices and the advertisement, if any, to issue, as the Court may direct.

(3) The Court may, on such application, pass such order and give such directions as it may think fit in regard to the matter, and may make such modifications in the compromise or arrangement as it may consider necessary for the proper working thereof, or pass such other orders as it may think fit in the circumstances of the case. 69. Petition under section 290.---(1) Where a petition. in Form No. 22 or Form No. 23 is presented under section 290 on behalf of members or creditors of a company entitled to apply under that section by any one or more of them, the letter of consent signed by the rest of the members or creditors so entitled authorising the petitioner or petitioners to present the petition on their behalf, shall be annexed to the petition, and the names and addresses of all the members or creditors on whose behalf the petition is presented shall be set out in a schedule to the petition. (2) A petition under section 290 shall not be withdrawn without leave of the Court. 70. Notice to Registrar.---Save where a petition is presented by or on behalf of the Registrar of Companies under section 290, notice thereof shall be given to the Registrar of Companies of every petition alongwith a copy of the petition not less than fourteen clear days before the date fixed for the hearing of the petition. 71. Order involving reduction of capital or alteration of memorandum. ---Where an order under section 290 or section 291 involves a reduction of capital or alteration of the memorandum of association, the provisions of the Ordinance and these Rules relating to such matters shall apply as the Court may direct. 72. Notice to Registrar of Companies. ---A petition under subsection (6) of section 439 to restore the name of a company to the register of companies shall be served on the Registrar of Companies and on such other persons as the Court may direct, not less than fourteen days before the date fixed for the hearing of the petition. 73. Delivery of order and publication thereof. ---Where the Court makes an order restoring the name of a company to the register of companies, the order shall direct that the petitioner do deliver to the Registrar of Companies a certified copy thereof within 14 days from the date of the order and that on such delivery, the Registrar of Companies do, in his official name, publish the order in the official Gazette. 74. Registrar's costs of petition. ---Unless for any special reasons the Court shall otherwise order, the order shall direct that the petitioners do pay to the Registrar of Companies his costs of and occasioned by, the petition. PART III WINDING UP

75. Petition for winding up. ---A petition for winding up a company shall be made in Form No.24, 25 or 26, as the case may be, with such variations as the circumstances may require, and shall be presented in duplicate to the Registrar who shall enter on the petition the date of its presentation. 76. Admission of petition and directions as to advertisement. ---Upon the filing of the petition, it shall be placed before the Judge for admission of the petition and fixing a date for the hearing thereof and for directions as to the advertisements to be published and the persons, if any, upon whom copies of the petition are to be served and the Judge may, if he thinks fit, direct notice to be given to the company before giving directions as to the advertisement of the petition. 77. Copy of petition to be furnished.---Every contributory or creditor of the company shall be entitled to be furnished by the petitioner or by his advocate with a copy of the petition within twenty four hours of his requiring the same on payment of the prescribed charges. 78. Advertisement of petition. ---Subject to any directions of the Court, the petition shall be advertised in the manner specified in rule 19 in Form No. 27. 79. Application for leave to withdraw petition. ---(I) A petition for winding up shall not be withdrawn after presentation without the leave of the Court. (2) An application for leave to withdraw a petition for winding up which has been advertised in accordance with the provisions of rule 78 shall not be heard at any time before the date fixed in the advertisement for the hearing of the petition. 80. Substitution of creditor or contributory for original petitioner. ---Where a petitioner,--(a) is not entitled to present a petition; or, (b) fails to advertise his petition within the time prescribed by these rules or by order of Court or such extended time as the Court may allow; or, (c) consents to withdraw the petition, or allows it to be dismissed, or the hearing to be adjourned, or fails to appear in support of his petition when it is called on in the Court on the day originally fixed for the hearing thereof, or any day to which the hearing has been adjourned; or (d) does not apply for an order in terms of the prayer of his petition, the, Court may, upon such terms as it may think just, substitute as petitioner any creditor or contributory who, in the opinion of the Court, would have a right to present a petition, and who is desirous of prosecuting the petition.

81. Procedure on substitution. ---(1) Where the Judge makes an order substituting a creditor or contributory as petitioner in a winding up petition, he shall adjourn the hearing of the petition to a date to be fixed by him and direct such amendments of the petition as may be necessary, the creditor, or, as the case may be, contributory shall, within seven days from the making of the order, amend the petition accordingly, and file two copies thereof together with an affidavit in duplicate setting out the grounds, on which he supports the petition. (2) The amended petition shall be treated as the petition for the winding up of the company and shall be deemed to have been presented on the date on which the original petition was presented. 82. Affidavit-in-opposition.---(1) Any affidavit intended to be used in opposition to the petition shall be filed in the Court not less than three days before the date fixed for the hearing of the petition, and a copy of the affidavit shall be served on the petitioner or his advocate forthwith. (2). Copies of the affidavit shall also be given to any creditor or contributory appearing in support of the petition who may require the same on payment of the prescribed charges. 83. Affidavit in reply.---An affidavit intended to be used in reply to the affidavit filed in opposition to the petition shall be filed in the Court not less than two days before the day fixed for the hearing of the petition, and a copy of the affidavit in reply shall be served on the day of the filing thereof on the person by whom the affidavit in opposition was filed or his advocate. 84. Stay of suit or proceeding pending petition.---An application under section 313 for stay of any suit or proceeding shall be made upon notice to all the parties to the suit or proceeding sought to be stayed. 85. Appointment of Provisional Manager. ---(1) After the admission of a petition for the winding up of a company by the Court, upon the application of a creditor, or a contributory, or of the company, or the Registrar of Companies or the Authority, and upon proof by affidavit of sufficient ground for the appointment of a Provisional Manager, the Court, may, if it thinks fit and upon such terms as in the opinion of the Court shall be just and necessary, appoint a person eligible for appointment as official liquidator as Provisional Manager of the company with or without security, pending final orders on the winding up petition. (2) Where the company is not the applicant, notice of the application for appointment of Provisional Manager shall be given to the company unless the Court, for special reasons to be recorded in writing, dispenses with such notice. (3) The order appointing the Provisional Manager shall set out the restrictions and limitations, if any, on his powers imposed by the Court in Form No.28, with such variations as may to necessary.

(4) The order of appointment of Provisional Manager shall state the nature of the property of which the said Provisional Manager is ordered to take possession and the duties to be performed by him or them. (5) When an order for the appointment of a Provisional Manager prior to the making of an order for winding up has been made, the Registrar shall forthwith send to the person or persons so appointed three copies of the order duly sealed with the seal of the Court. (6) The Provisional Manager shall cause one of such copies to be served upon the company and send another copy to the Registrar of Companies. (7) The Provisional Manager so appointed shall from time to time take instructions from the Court as to the manner in which the duties are to be performed by him. (8) The Provisional Manager so appointed shall, unless otherwise ordered, submit a report to the Court, as to the affairs of the company before the hearing of the petition for winding up. (9) The costs and charges properly incurred by the Provisional Manager and also his remuneration as fixed by the Court shall be paid out of the assets of the company and in the event of there being no available assets of the company, the Court may direct such charges, etc., to be paid by the petitioner. (10) If no order for winding up is made upon the petition, the costs and charges incurred by the Provisional Manager shall, unless otherwise ordered by the Court, be paid by the petitioner. (11) Whether the Provisional Manager has acted as such and thereafter a liquidator is appointed by the Court who has notified his appointment to the Registrar of Companies and given security to the Court; the Provisional Manager shall forthwith put the liquidator into possession of all property of the company of which the Provisional Manager may have custody. (12) It shall be the duty of the Provisional Manager if so requested by the official liquidator, to communicate to the liquidator all such information respecting the estate and affairs of the company as may be necessary or conducive to the due discharge of the duties of the official liquidator. 86. Rules applicable to Provisional Manager. ---The rules relating to official liquidators shall apply to Provisional Manager, so far as applicable, subject to such directions as the Court may give in each case. 87. Notice to official liquidator etc. of order. ---Where an order for the winding up of a company has been made, the Registrar shall forthwith draw the order of winding up and send the same to the Provisional Manager, and the official liquidator, if any, under the

seal of the Court in duplicate, together with a copy of the petition and the affidavit, if any, filed in support thereof. An intimation about the winding up-order and appointment of official liquidator shall simultaneously be sent to the Registrar of Companies. In case an official liquidator is not appointed simultaneously with the order of winding up, the Court may appoint a person other than a Provisional Manager, who is eligible for such appointment under section 321 to the office of official liquidator without any previous advertisement or notice, to any party or may fix a time and place for the appointment of an official liquidator. 88. Form of order of winding up, etc.---The order of winding up and appointment of official liquidator shall be on Form Nos. 29 and 30. 89. Order to be served upon the company. ---Except where the company is the petitioner, the Provisional Manager or the official liquidator shall cause a sealed copy, of the order to be served upon the company by prepaid registered post addressed at its registered office, if any, or, if there is no registered office, at its principal or last known principal place of business, or upon such other person, or persons or in such manner as the Court may direct. 90. Official liquidator. ---An order to wind up a company or for the appointment of a Provisional Manager or official liquidator shall contain at the foot thereof a note stating that it will be the duty of such of the persons as are liable to make out or concur in making out the company's statement of affairs under section 328, to attend on the Provisional Manager or official liquidator as the case may be, at such time and place as he may appoint and to give him all information he may require. 91. Directions on making the winding up order. ---At the time of making the winding up order, or at any time thereafter, the Court shall give directions as to the advertisement of the order and the person, if any, on whom the order shall be served and the persons, if any, to whom notice shall be given of the further proceedings in the liquidation, and such further directions, as may be necessary. 92. Advertisement of the order.---Save as otherwise ordered by the Court, every order for the winding up of a company by the Court shall, within fourteen days of the date of making the order, be advertised by the petitioner in the manner prescribed and shell be served by the petitioner upon such person, if any, and in such manner, as the Judge may direct. The advertisement shall be in Form No. 31. 93. Official liquidator to take charge of assets and books and papers of company. ---On a winding up order being made, the official liquidator shall forthwith take into his custody or under his control all the property and effects and the books and papers of the company, and it shall be the duty of all persons having custody of any of the properties books and papers of the company, to deliver possession thereof to the official liquidator. 94. Form of proceedings after winding up order is made.--- After a winding up order is made, every subsequent proceeding in the winding up shall bear the original number of

the winding up petition besides its own distinctive number, but against the name of the company in the cause title, the words, "in official liquidation" shall appear in brackets. 95. Application for stay of winding up proceedings. ---(1) An application under section 319 for stay of proceedings in the winding up shall be made upon notice to the parties to the winding up petition and to such other persons as the Court may direct, and where the application is made by any person other than the official liquidator, notice shall he given to the official liquidator. (2) Where an order is made for stay of the winding up proceedings, the order shall direct that the applicant shall forthwith file a certified copy thereof with the Registrar of Companies. 96. Joint liquidators. ---Where joint official liquidators are appointed, the rules-relating to the official liquidator shall be applicable mutatus mutandis. 97. Security of Provisional Manager and official liquidator. ---Every Provisional Manager and official liquidator shall give security in such sum and in such manner as the Court may determine, Provided that the Court may, if it thinks fit. dispense with such security. 98. Security how furnished. ---When a Provisional Manager or official liquidator has been directed to give security, he shall give such security by entering into a recognizance with two sufficient sureties or a guarantee recognized by the Court or by depositing Government securities or in such other manner as the Court shall determine or such sum as the Court may approve. The recognizance of the Provisional Manager or the official liquidator shall be in Form No. 32 and shall be verified by an affidavit. 99. Failure to furnish security. ---Where the Provisional Manager or official liquidator fails to furnish the required security within the time ordered or within any extension thereof, the Judge may reconsider the order of appointment and make such other appointment and such other order as to costs as he considers fit and proper. 100. Failure to maintain security.---If Provisional Manager or the official liquidator fails to maintain the security ordered to be furnished, the Judge may remove him and make such other appointment and such orders as to costs as he may think fit. 101. Security increased or reduced.---1f it shall appear at any time that the security furnished by the liquidator is inadequate or excessive, the Judge may, upon application of the Provisional Manager or official liquidator or of a creditor or contributory or the Registrar of Companies, order that the security be increased or reduced in amount. 102. Application for leave to commence, continue or transfer of suit or proceeding. ---(1) An application under section 316(1) for leave of the Court to commence or continue any suit or proceeding against the company shall be made upon notice to the

Provisional Manager or official liquidator, as the case may be, and the parties to the suit or proceeding sought to be commenced or continued. (2) An application under subsection (3) of section 316 for the transfer to the Court of any suit or proceeding by or against the company pending in any other Court shall be made on notice to the official liquidator where he is not the applicant and to the parties to the suit or proceeding sought to be transferred. (3) Where an order is made for the transfer of a suit or proceeding pending in any other Court to the Court, the Registrar of the Court shall transmit without delay a certified copy of the order to the Court in which such suit or proceeding is pending, and that Court shall, on receipt of the order, transmit the records of the suit or proceeding to the Court.(4) Upon the making of an order for winding up, all suits and proceedings by or against the company then pending or thereafter instituted in the Court or transferred to the Court, shall be assigned to and placed in the list of the Judge for the time being exercising jurisdiction under the Ordinance. 103. Notice to submit statement.---A notice by the official liquidator or the Provisional Manager requiring any of the person other than those mentioned in subsection (2) of section 328 to submit and verify a statement of affairs of the company shall be in Form No. 33 and shall be served by the official liquidator or the Provisional Manager as soon as may be after the order for winding up or the order appointing the official liquidator as Provisional Manager is made. 104. Application by official liquidator under section 328.---The official liquidator or the Provisional Manager may apply to the Court for an order directing any person who, in his opinion, is liable to furnish a statement of affairs under section 328 and has made default in this regard to prepare and submit such a statement or concur in making the same. Notice of the application shall be served on the person against whom the order is sought. Where the Court makes the order, such order shall be in Form No.34 with such variations as may be necessary: Provided that any action taken under this rule shall be without prejudice to the criminal liability of the persons concerned. 105. Preparation of statement of affairs.---Any person who under section 328 is required to submit and verify a statement as to the affairs of the company shall be furnished by the official liquidator with the necessary forms and shall be given such instructions and afforded such reasonable facilities for preparing the statement as the official liquidator may in his discretion consider necessary, 106. Form of the statement. ---(1) The statement as to the affairs of the company to be submitted under section 328 shall be in Form No.35 and shall be made out in duplicate, one copy of which shall be verified by affidavit in Form No. 36.

(2) The verified statement and the affidavit of concurrence. if any, shall be submitted to the official liquidator or the Provisional Manager within the time and in the manner required by section 328 and the official liquidator or the Provisional Manager shall cause such verified statement of affairs and the affidavit of concurrence to be filed in the Court and shall retain the duplicate thereof for his records. 107. Extension of time for submitting statement. ---(I) Where any person required to submit a statement of affairs under section 328 requires an extension of time for submitting the same, he shall apply in the first instance to the official liquidator or the Provisional Manager who may, if he thinks fit, give a written certificate extending the time, which certificate shall be filed with the proceedings. (2) Where the official liquidator or Provisional Manager refuses to grant an extension of time for submitting the statement of affairs, the person required to submit the statement may apply to the Judge for extension of time on notice to the official liquidator or the Provisional Manager, as the case may be. 108. Expenses of preparing the statement. ---(1) Any person required to make or concur in making any statement of affairs of the company, shall submit to the official liquidator or the Provisional Manager, as the case may be for his sanction a statement of the estimated costs and expenses of the preparation and making of the statement, and shall, after the submission of the statement of affairs, submit his bill of actual expenses. (2) Except by order of the Court, no person shall be paid out of the assets of the company any costs or expenses which have not been sanctioned by the official liquidator or Provisional Manager, nor shall such costs and expenses, be paid until the statement of affairs verified by affidavit has been submitted to the official liquidator or the Provisional Manager and found to be in order by him. (3) Any person who has made or concurred in making the said statement and affidavit and whose bill of costs and expenses, has not been allowed in full by the official liquidator, or the Provisional Manager may, within fourteen days of the notice of the order disallowing any part of his bill, apply to the Judge upon notice to the official liquidator or the Provisional Manager for sanction of the amount disallowed or any part thereof and the Judge may pass such orders thereon as may seem just. 109. Officers of company to attend and give information. ---The official liquidator or Provisional Manager may from time to time hold personal interviews with any such person as is mentioned in subsection (2) of section 328 for the purpose of investigating the company’s affairs, and it shall be the duty of every such person to attend on the official liquidator or the Provisional Manager at such time and place as he may appoint and give him all information that he may require and answer all such questions as may be put to him by the official liquidator or the Provisional Manager who shall maintain minutes of the interviews held by him or memoranda containing the substance of such interviews.

110. Duty of person making or concurring in statement. ---After the statement of affairs of the company has been submitted to the official liquidator or the Provisional Manager, it shall be the duty of every person who has made or concurred in making it, if and when required, to attend on the official liquidator or the Provisional Manager and answer all such questions as may be, put to him, and give all such further information as may be required of him by the official liquidator or Provisional Manager in relation to the statement of affairs. 111. Default in complying with section 328.---Any default on the part of any person in complying with the requirements of section 328 shall be reported to the Court by the official liquidator or the Provisional Manager and the Court may thereupon pass such orders or give directions as it may think fit. 112. Liquidator in voluntary winding up or winding up subject to supervision to submit statement. ---Where before the making of the winding up order the company was being wound up voluntarily or subject to the supervision of the Court, the official liquidator may require any liquidator or liquidators in such winding up to furnish him, not later than fourteen days of his making the requisition, or such other time as he may fix, with a statement as to the manner in which the winding up was conducted. how the assets of the company were dealt with, and the position of the liquidation on the date of the order for winding up by the court; and on the requisition being made, it shall be the duty of the liquidator or liquidators so required to furnish the statement within the specified time and where the liquidator or liquidators fail to furnish the statement as required, the official liquidator may apply to the Court for such directions as may be necessary. 113. Preliminary report by official liquidator.---The preliminary report to be submitted by the official liquidator under subsection (1) of section 329 shall be to Form No. 37 with such variations as may be necessary. 114. Inspection of statement and preliminary report. ---Every crediter or contributory, by himself or by his agent, shall be entitled to inspect the statement of affairs submitted under section 328 or the statement submitted by a liquidator under rule 112 of these rules, and the preliminary report of the official liquidator submitted under section 329, on payment of fee of ten rupees and to obtain copies thereof or extract therefrom on payment of the prescribed charges. 115. Further Report by official liquidator. ---(1) Where the official liquidator makes a further report under subsection (2) of section 329, such report shall state whether in the opinion of the liquidator any fraud has been committed by any person in the promotion. or formation of the company or by any officer in relation to the company since its formation and shall set out the names of the persons by whom the fraud, in his opinion, was committed and the facts on which such opinion is based and shall set out in a narrative form the facts and matters which the liquidator desires to bring to the notice of the Court.

(2) Where the official liquidator makes a further report under subsection (2) of section 329 the Registrar shall fix a date for the consideration thereof by the Judge and notify the date on the notice board of the Court and to the official liquidator. 116. Consideration of report by Court.---The consideration of the Report made by the official liquidator pursuant to subsection (2) of section 329, shall be before the Judge in Chambers, and the official liquidator shall personally attend the consideration thereof and give the Court any further information or explanation with reference to the matters contained therein which it may require and may pass such orders and give such directions as it may think fit including directions under section 352. 117. Summons for directions to be taken out by official liquidator. ---(1) As soon as practicable after the winding up order is made and in any event. not later than seven days after the filing of his preliminary report under subsection (1) of section 329, the official liquidator shall take out a summons for directions with regard to the settlement of the list of contributories and the list of creditors and the matters where the official liquidator had exercised powers vested under subsection (1) of section 333 and any other matters requiring directions of the Court. (2) Notice of the summons shall be given to the petitioner on whose petition the order for winding up was made. (3) Upon the hearing of the summons, the Court, after hearing the official liquidator and any other person appearing on notice or otherwise, may give such directions as it shall think fit in regard to the said matters, including the fixing of dates for the settlement of the list of contributories and for the filing of proofs by the creditors of the' company in respect of their debts and their claims for priority, if any, under section 405. (4) Where the preliminary report of the official liquidator is not filed prior to the hearing of the summons and any of the matters in the summons cannot be properly or fully dealt with, without a perusal of such report, the Court may adjourn the hearing of any such matter or matters on the summons until after the submission of the preliminary report. 118. First meeting of creditors and contributories.---The meeting of the creditors and contributories under section 331 for the purpose of determining whether there shall be a Committee of Inspection, and if so, what shall be its composition, shall be convened, held and conducted in the manner hereinafter provided for the holding and conducting of meetings of creditors and contributories. 119. Official liquidator to report result of meetings and apply for directions. ---(I) As soon as possible after the holding of the meetings referred to in rule 118, the official liquidator shall report the result thereof to the Court in Form No. 38. (2) Where the meeting of the contributories has accepted in its entirety the decision of the creditors meeting as regards the constitution and composition of a Committee of Inspection and the persons who are to be members thereof. a Committee shall, subject to

the provisions of section 332 be constituted in accordance with such decision, and the official liquidator shall set out in his report the names of the members of the Committee so constituted. (3) 'Where the meeting of the contributories has not accepted the decision of the creditors' meeting in its entirety, the official liquidator shall, at the time of making his report as aforesaid, a apply to the Court for directions as to whether there shall be a Committee of Inspection, and. if so, what shall be its composition, and who shall be the members thereof, and the Court shall thereupon fix a date for the consideration of the resolutions and, determination of the meetings of the creditors and contributories. (4) Notice of the date so fixed shall be advertised by the official liquidator in such manner as the Court shall direct not less than seven days before the date fixed in Form No. 39. (5) On the date fixed for hearing of the said application for. direction the Court may, after hearing the official liquidator and any creditor or contributory or Registrar of Companies who may appear, appoint a Committee of Inspection, or dispense with the appointment of a Committee of Inspection, or pass such orders or give such directions in the matter, as the Court may think fit. 120. Application for order not to fill vacancy in Committee.---An application by the official liquidator under the proviso to subsection (7) of section 332 for an order that a vacancy occurring in the Committee of Inspection shall not be filled, shall be made upon notice to the remaining members of the Committee of Inspection and such other persons as the Court may direct. 121. Liquidator and members of the Committee dealing with company's assets. ---(I) Neither the liquidator nor any member of the Committee of Inspection shall, while acting as liquidator or member of such Committee in any winding up, either directly or indirectly, by himself or any employer, partner, clerk, agent, servant, or relative, become purchaser of any part of the company's assets, except by leave of the Court. (2) Any purchase made contrary to the provisions of sub-rule (1) may be set aside by the Court on the application of the liquidator, a creditor, contributory or the Registrar of Companies and the Court may make such order as to cost as it may think fit. 122. Committee of Inspection not to make profit.---(1) No member of the Committee' of Inspection shall, except under and with the sanction of the Court, directly or indirectly, by himself, or any employer, partner, clerk, agent, servant or relative, be entitled to derive any profit from any transaction arising out of the winding up or to receive out of the assets any payment for services rendered by him in connection with the administration of the assets, or for any goods supplied by him to the liquidator for or on account of the company.

(2) Where any profit or payment is made contrary to the provisions of sub-rule (1) such payment shall, without prejudice, to any other liability be disallowed, or the profit shall be, recovered on the audit of the liquidator's accounts or otherwise. 123. Cost of obtaining sanction of Court. ---in any case in which sanction of the Court is obtained under the last two preceding rules, the costs of obtaining such sanction shall be borne by the person in whose interest such sanction is obtained and shall not be payable out of the company's assets. 124. Order sanctioning payment to Committee. ---(I) Where the sanction of the Court to a payment to a member of the Committee of Inspection for services rendered by him in connection with the administration of the company's assets is obtained, the order of the Coat shall specify the nature of the services, and such sanction shall only be given where the service performed is of a special nature, (2) Except under express sanction of the Court, no remuneration shall be paid to a member of the Committee for services rendered by him in the discharge of the duties attaching to his office as a member of such Committee. 125. Fixing a date for proving debt. ---Subject to the provisions of the Ordinance and subject to the directions of the Court, the official liquidator in a winding up by the Court shall, and the liquidator in any other winding up may, fix a date which shall be not less than fourteen days from the date of the notice to be given under the next succeeding rule on or before which the creditors of the company are to prove their debts or claims and to establish any title they may have to priority under section 405, or to be excluded from the benefit of any distribution made before such debts or claims are proved, or, as the case may be, from objecting to such distribution. 126. Notice to creditors. ---(I) The liquidator shall give not less than fourteen days notice of the date so fixed by advertisement in one issue each of a daily newspaper in the English and Urdu circulating in the province in which the registered office of the company is situated, as he shall consider suitable in Form No.40 (2) The liquidator shall also give not less than fourteen days' notice of the date fixed, in a winding up by the Court, to every person mentioned in the statement of affairs as a creditor, who has not proved his debt, and to every person mentioned in the statement of affairs as a preferential creditor, whose claim to be a preferential creditor has not been established or is not admitted, or, where there is no statement of affairs, to the creditors as ascertained from the books of the company, and, in any other winding up, to each person who, to the knowledge of the liquidator, claims to be a creditor or preferential creditor of the company and whose claim has not been admitted, to the last known address or place of abode of such person in Form No. 41 and shall be sent to each creditor by pre-paid letter posted under certificate of posting. (3) All the rules hereinafter set out as to the admission or rejection of proofs shall apply with the necessary variations to any claim to priority as a preferential creditor.

127. Proof of debt.---(1) In a winding up by the Court, every creditor shall, subject as hereinafter provided, prove his debt, unless the Judge in any particular case directs that any creditors or class of creditors shall be admitted without proof. (2) Formal proof of the debts mentioned in clause (d) of subsection (1) of section 405 shall not be required, unless the official liquidator shall in any special case otherwise direct in a winding up by the Court. 128. Mode of proof and verification thereof---A debt tray be proved by delivering or sending by post to the liquidator, an affidavit verifying the debt made by the creditor or by some person authorised by him stating the authority and means of knowledge of the deponent: Provided that, a creditor need not attend upon the investigation unless required to do so by the liquidator. 129. Contents of proof---An affidavit in Form No. 42 proving a debt shall contain or refer to a statement of account showing the particulars of the debt substantiated by vouchars, if any, and state whether the creditor is a secured creditor or a preferential creditor, and if so, shall set out the particulars of the security or of the preferential claim. 130. Workmen's wages.---(1) In any case where there are numerous claims for wages or accrued holiday remuneration by workmen and others employed by the company, it shall be sufficient if one proof for all such claims is made either by a foreman or some other person on behalf of all such creditors in Form No. 43 and annex a schedule setting forth the names of the workmen and others and the amounts severally due to them. (2) Any proof made in compliance with sub-rule (1) shall have the same effect, as if separate proof has been made by each of the said workmen and other persons. 131. Production of bills of exchange and promissory notes. ---Where a creditor seeks, to prove in respect of a bill of exchange, promissory note or other negotiable instrument or security of alike nature on which the company is liable, such bill of exchange, note instrument or security shall be produced before the liquidator. 132. Value of debts. ---The value of all debts and claims against the company shall, as far as possible, he estimated according to the value thereof at the date of the order of the winding up of the company or where before the presentation of the petition for winding up, a resolution has been passed by the company for voluntary winding up, at the date of the passing of such resolution. 133. Discount. ---A creditor proving his debt shall deduct therefrom all trade discounts, if any.

134. Surcharge. ---On any debt or certain sum payable at a certain time or otherwise, whereon surcharge or compensation in any other form is not reserved or agreed for, and which is overdue at the date of winding up order, or the resolution, as the case may be, the creditor may prove for surcharge at a rate not exceeding ten per cent. per annum up to that date from the time when the debt or sum was payable if the debt or sum is payable by virtue of a written instrument at a certain time, and if payable otherwise, then from the time when a demand in writing teas been made, giving notice that surcharge will be claimed from the date of demand until the time of payment. 135. Periodical payments. ---When any rent or other payment falls due at stated periods, and the order or resolution to wind up is made at any time other than one of those periods, the persons entitled to the rent or payment may prove for a proportionate part thereof up to the date of winding up order or resolution as if the rent or payment accrued due from day to day: Provided that where the liquidator remains in occupation of the premises demised to a company which is being wound up, nothing herein contained shall prejudice or affect the right of the landlord of such premises to claim payment by the company, or the liquidator, of rent during the period of the company's or liquidator's occupation. 136. Proof of debt payable at a future time. ---A creditor, may prove for a debt not payable at the date of the winding up order or resolution, as if it were payable presently, and may receive dividends equally with the other creditors, deducting only there out a rebate of compensation in any other form at the rate of ten per cent. per annum computed from the date of declaration of the dividend to the time when the debt would have become payable according to the terms on which it was contracted. 137. Examination of proof. ---The liquidator shall, with all convenient speed. examine every proof of debt lodged with him and the grounds of the debt, he may call for the production of the vouchers, if any, referred to in the affidavit of proof or require further evidence in support of the debt and cause the attendance of the creditor for investigation in person and for that purpose he shall fix a day and time at which the creditor is required to attend or to produce further evidence and send a notice to such creditor by prepaid registered post so as to reach him not later than seven days before the date fixed. 138. Official liquidator's right to summon any person in connection with the investigation. ---(I) The official liquidator in a winding up by the Court, may summon any person whom he may deem capable of giving information respecting the debts to be proved in liquidation and may require such person. to produce any documents in his custody or power relating to such debts and may require such person to produce any documents in his custody or power relating to such debts and shall tender with the summons such sum as appears to the official liquidator sufficient to defray the travelling and other expenses of the person summoned for one day's attendance. (2) Where the person summoned under sub-rule (1) fails without lawful excuse to attend or produce any documents in compliance with the summons or avoids or evades service,

the official liquidator may apply to the Court for the issue of a warrant for the apprehension of such person and production before him of such documents as may be required or for other appropriate orders. 139. Oaths.---For the purpose of his duties in relation to the admission of proof, of debts, the official liquidator may administer oaths and take affidavits. 140. Costs of proof. ---Unless otherwise ordered by the Judge, a creditor shall bear the costs of proving his debt. 141. Acceptance or rejection of proof to be communicated. ---(1) After such investigation as he may think necessary, the liquidator shall in writing admit or reject the proof in whole or in part. (2) Every decision of the liquidator accepting or rejecting a proof, either wholly or in part, shall be communicated to the creditor concerned by post under certificate of posting where the proof is admitted and by registered post for acknowledgement where the proof is rejected wholly or in part in Form No.44: Provided that it shall not be necessary to give notice of the admission of a claim to a creditor who has appeared before the liquidator and the acceptance of whose claim has been communicated to him or his agent in writing at the time of acceptance. (3) Notice of admission of proof shall be given in Form No. 45. 142. Appeal by creditor.---(1) If a creditor is dissatisfied with the decision of the liquidator in respect of his proof, the creditor may, not later than fourteen days from the date of service of the notice upon him of the decision of the liquidator, appeal to the Court against the decision. (2) The appeal shall be made by the Judge's summons, supported by an affidavit which shall set out the grounds of such appeal, and notice of the appeal shall be given to the liquidator. (3) The Court shall, while adjudicating an appeal under this rule have all the powers of an appellate Court under the Code. 143. Procedure where creditor appeals.---(1) The liquidator shall, upon receiving notice of the appeal against a decision rejecting a proof wholly or in part, file with the Registrar such proof' with the order containing the grounds of rejection. (2) It shall be open to any creditor or contributory to apply to the Court for leave to intervene in the appeal, and the Court may, if it thinks fit, grant the leave subject to such terms and conditions as may be just.

(3) Where leave under sub-rule (2) is granted, notice of the hearing of the appeal shall be given to the creditor or as the case may be, contributory. 144. Official liquidator not to he personally liable for costs. ---The official liquidator shall in no case be personally ' liable for costs in relation to an appeal from his decision rejecting any proof wholly or in part. 145. Proof and list of creditors to be filed in Court. ---In a winding up by the Court, the official liquidator shall, within sixty days from the date fixed for the submission of proofs, under rule 125 of these rules or such further time as the Court may allow, file in Court a certificate in Form No. 46 containing a list of the creditors who submitted to him proofs of their claims in pursuance of the advertisement and the notices referred to in rule 126, the amounts of debts for which they claimed to be creditors, distinguishing in such list the proofs admitted wholly, the proofs admitted or rejected in part, and the proofs wholly rejected alongwith the proofs and the memorandum of admission or rejection of the same in whole or in part, as the case may be, endorsed thereon. 146. List of creditors not to be varied---(1) The list as certified by the official liquidator and filed ill the Court shall be the list of the creditors of the company, and shall not be added to or varied except under orders of the Court and in accordance with such orders. Where an order is made for adding to or varying the list of creditors, the official liquidator shall amend the list in accordance with-such order. 147. Notice of filing the list and inspection of the same.---Upon the filing of the certificate containing the list of creditors as settled by the official liquidator, the Registrar shall notify the filing thereof on the Court notice board, and the certificate and the list of creditors as settled and the proofs relating thereto shall be open to the inspection of every creditor or contributory on payment of a fee of ten rupees. 148. Expunging of proof, ---(I) If after the admission of a proof, the liquidator has reason to think that the proof has been improperly admitted or admitted by a mistake, he may apply to the Court upon notice to the creditor who submitted the proof, to expunge the proof or reduce its amount, as the case may be. (2) Any creditor or contributory may also apply to the Court to expunge a proof or reduce the amount thereof, if the liquidator declines to move in the matter, and on such application, the Court may pass such orders as it may think just. 149. Procedure on failure to prove the debt within the time fixed. ---If any creditor fails to file proof of his debt with the liquidator within the time specified in the advertisement referred to in rule 126, such creditor may apply to the Court for relief, and the Court may, thereupon, adjudicate, upon the debt or direct the liquidator to do so. 150. Right of creditor who has not proved debt before declaration of dividend. ---Any creditor who, has not proved his debt before the declaration of any dividend or

dividends shall be entitled to be paid out of any money for the time being in the hands of the liquidator available for distribution of dividend, any dividend or dividends, which he may have failed to receive before that money is applied to the payment of any further dividend or dividends, but he shall not be entitled to disturb the distribution of any dividend declared before his debt was proved by reason that he has not participated therein. 151. Payment of subsequent surcharge.---In the event of there being a surplus after payment in full of all the claims admitted to proof, creditors whose proofs have been admitted shall be paid surcharge from the date of the winding up order or of the resolution, as the case may be, up to the date of the declaration of the final dividend, at a rate not exceeding ten per cent. per annum, on the admitted amount of the claim, after adjusting against the said amount the dividends declared as on the date of the declaration of each dividend 152. Provisional list of contributories.---(1) Unless the Court dispenses with the settlement of a list in Form No. 47 of contributories, the official liquidator shall prepare and file in the Court not later than twenty-one days after the date of the order on the application for directions referred to in Rule 117, a provisional list of contributories of the company, with their names and addresses, the number of shares or the extent of interest to be attributed to each contributory, the amount called up and the amount paid up in respect of such shares or interest, and distinguishing in such list the several classes of contributories.' (2) The list shall consist of every person who was a member of the company at the commencement of the winding up or his representative and shall be divided into two parts, the first part. consisting of those who are contributories, in their own right, and the second part of those who are contributories as being representatives of, or, liable for the debts of others. 153. Notice to be given of date of settlement of list.---(1) Upon the filing of the provisional list, the official liquidator shall, subject to any directions of the Judge on the application for directions referred to in rule 117 of these rules, fix a date not later than thirty days from the date of the filing of the provisional list for the settlement of the list before him, and shall give notice thereof to every person included in such list stating in such notice in what character and for what number of shares or extent of interest such person is included in the list, the amount called up and the amount paid up in respect of such shares or interest. (2) The notice referred to in sub-rule (1), shall be in Form No. 48 and shall be sent by prepaid letter post under certificate of posting to every person included in the list at the address mentioned therein so as to reach him in the ordinary course of post not later than fourteen days before the date fixed for the settlement. (3) The person who posted the notices shall swear through an affidavit relating to the depatch thereof and the affidavit shall be filed with the proceedings.

154. Settlement of the list.---On the date fixed for the settlement of the list, the official liquidator shall hear any person who objects to being settled. as a contributory or to being settled as a contributory in such character or for such number of shares or extent of interest as are specified in the provisional list, and after such hearing, shall finally settle the list and thereafter it shall be considered as the list of contributories of the company. 155. Certificate of final settlement to be filed in the Court.---Within seven days after the settlement of the list, the official liquidator shall file in the Court a certificate of the list of contributories as finally settled by him in Form No.49. 156. Notice of settlement to contributories.---(1) Upon the filing of the certificate, the official liquidator shall forthwith give notice to every person placed on the list of contributories as finally, settled, stating in what character and for what number of shares or interest he has been placed on the list, what amount has been called up and what amount paid up in respect of such shares or interest, and in the notice he shall inform such person that any application for the removal of his name from the list or for a 'variation of the list, must be made to the Court within twenty-one days from the date. of service on the contributory of such notice in Form No. 50 and shall be sent to each person settled on the list by prepaid registered post for acknowledgement, at the address specified in the list. (2) An affidavit of service relating to the despatch of the notices to the contributories under this rule shall be sworn to by the persons. who dispatched the said notices and shall be filed in the Court within fourteen days of the filing by the official liquidator of his certificate of the list of contributories under rule 155 of these rules. 157. Supplemental list of contributories.---The official liquidator may from time to time add to the list of contributories by a supplemental list or lists and any such addition shall be made in the same manner as the settlement of the original list. 158. Variation of the list.---(1) Save as provided in the last preceding rule, the certificate of the list of contributories shall not he varied and no person settled on the list as a contributory shall be removed from the list, or his liability in any way varied. except by order of the Court. (2) Where the Court makes an order varying the list of contributories, the official liquidator shall amend the list in accordance with such order. 159. Application by official liquidator for rectification of list.---If after the settlement of the list of contributories the official liquidator has reason to think that a contributory who had been included in the provisional list has been improperly or by mistake excluded or omitted from the list of contributories as finally settled or that the character in which or the number of shares or extent of interest for which he has been included in the list as finally settled or any other particular contained. therein requires rectification in any respect he may, upon notice to the contributory concerned, apply to the Court for such

rectification of the list as may be necessary and the Court may, on such application rectify or vary the list as it may think fit. 160. Application by contributory to vary the list. ---(1) Subject to the power of the Court to extend the time or to allow an application to be made notwithstanding the expiration of the time specified for that purpose, no application to the Court by any person who objects to his being settled on the list of contributories as finally settled by the official liquidator shall he entertained after the expiration of twenty-one days from the date of service on such person of the notice of the settlement of the list. (2) An order varying a list of contributories shall be in Form No. 51, and an order rectifying the Register of Members and the list of contributories shall be in Form No.52. 161. Official liquidator not to he personally liable for costs.---The official liquidator shall not in any case be personally liable to pay any costs of, or in relation to, an application to set aside, or vary his act or decision settling the name of a person on the list of contributories of a company. 162. List of contributories consisting of past members. ---(I) It shall not be necessary to settle a list of contributories consisting of the past members of a company unless so ordered by the Court. (2) Where an. order is made for settling a list of contributories consisting of the past members of a company, the provisions of these rules shall apply to the settlement of such list in the same manner as they apply to the settlement of the list of contributories consisting of the present members. 163. List of contributories under section 104 (1) (ii).---Where on the application of a creditor made under clause (ii) of subsection (1) of section 104 the Court thinks fit to direct that a list of persons liable to contribute to his debt or claim be settled, such list shall be settled in the same manner as a list of ordinary contributories of a company in a winding up. 164. Court meetings liquidators meetings' and 'Voluntary Liquidation meetings'. ---(I) In addition to the meetings of creditors and contributories which may be directed to be held by the Court under section 422, hereinafter referred to as Court meetings of creditors and contributories, the official liquidator may, in a winding up by the Court, as and when he thinks fit, summon and hold meetings of the creditors and contributories, hereinafter referred to as liquidator's meetings of creditors and contributories, for the purpose of ascertaining their wishes in all matters relating to the winding up and such meetings shall be summoned, held and conducted in the manner provided by these rules and subject to the control of the Court. (2) In a creditors' voluntary winding up, the liquidator may himself from time to time summon, hold and conduct meetings of creditors hereinafter called voluntary liquidation

meetings, for the purpose of ascertaining their wishes in all matters relating to the winding up which he is required to convene immediately before such winding up. 165. Application of rules to meetings. ---Except where and so far as the nature of the subject matter or the context may otherwise require the rules ac to meetings as hereinafter set out shall apply to the Court meetings, liquidator's meetings of creditors and contributories and voluntary liquidation meetings: Provided that in the case of Court meetings, the rules shall apply subject to any directions given by the Court. 166. Notice of meeting. ---(1) The liquidator shall summon all meetings of creditors and contributories by giving not less than fourteen days' notice of the time and place appointed for the meeting by advertisement in one daily newspaper in the English language and one daily newspaper in Urdu circulating in the Province in which the registered office of the company is situate as the liquidator may consider suitable, and by sending individually to every creditor, and to every contributor of the company notice of the meeting of contributories by prepaid letter post under certificate of posting so as to reach such person in the ordinary course of post not less than fourteen days before the date fixed for the meeting. (2) The notice to each creditor shall be sent to the address given in his proof or, if he has not proved, to the address given in the statement of affairs, or if there is no statement of affairs, to the address given in the books of the company, or to such other address as, may be known to the person summoning the meeting. (3) The notice to each contributory shall be sent to the address mentioned in the books of the company as the address of such contributory or to such other address as may be known to the person summoning the meeting. (4) In the case of meetings under section 379, the continuing liquidator, or if there is no continuing liquidator, any creditor may summon the meeting. (5) The notices shall be in such of the Form Nos. 53 to 57 as may be appropriate, and Form Nos. 56 and 57 may be used in the case of voluntary liquidation meetings. (6) This rule shall not apply to meetings convened under section 373 or section 382. 167. Place and time of meeting. ---(1) Every meeting shall be held at such place and time as the person convening the same considers most convenient for the majority of the creditors or contributories or both. (2) Different times or places or both may, if thought fit, be appointed for the meetings of creditors and the meetings of contributories.

168. Notice of first or any other meeting to officers of company. ---(I) In a winding up by the Court, the official liquidator shall also give to each of the officers of the company, who in his opinion ought to attend the first or any other meeting of creditors or contributories, fourteen days, notice of the time and .place appointed for such meeting. The notice may either be delivered personally or sent by registered post for acknowledgement as may be convenient. It shall be the duty of every officer who receives notice in Form No. 58 of such meeting, to attend if so required by the liquidator, and if any such officer fails to attend, the liquidator may report such failure to the Court. (2) The official liquidator, if he thinks fit, may, instead of requiring any of the officers of the company to attend the meeting as aforesaid, require such officer to answer any interrogatories or to furnish in writing any information that he may require for purposes of such meeting, and if such officer fails to answer the interrogatories or furnish such information, he shall report such failure to the Court. 169. Proof of notice. ---(1) An affidavit by the official liquidator that such notices have been duly sent, shall be sufficient evidence of the notices having been sent to the persons to whom the same were addressed. (2) In the case of the Court meetings, the affidavit shall be filed in the Court and in the case of liquidator's meetings, the affidavit shall be kept on the records of the official liquidator. 170. Costs of calling meetings at the instance of creditor or contributory. ---Where a creditor or contributory desires the liquidator to convene a meeting, the liquidator may require such creditor or contributory to deposit as a condition precedent thereto a sum sufficient for the costs thereof, to be computed as hereinafter provided; and on any application to the Court by a creditor or contributory, to direct the liquidator to convene a meeting, the Judge may, if he thinks fit, require the applicant to deposit a similar sum for such costs. Such sum shall include all disbursements necessary to be made for printing, stationery, postage and hire of room, to be calculated at the rate of ten rupees for each creditor or contributory up to the first twenty-five creditors or contributories and five rupees for each additional creditor or contributory exceeding the first twenty-five creditors or contributories. The sum so deposited shall be repaid to the person depositing the same out of the assets of the company, if the Court shall by order, or if the creditors shall by resolution, so direct. This rule shall not apply to meetings to be summoned by the official liquidator under section 338 (2) or to a meeting summoned at the instance of a creditor under section 379. 171. Chairman of meeting. ---(1) Where a meeting is summoned by the liquidator, the liquidator, of some person nominated by him in Form No.59, shall be the chairman of the meeting. (2) At every other meeting of creditors or contributories, not being Court meetings of creditors and contributories, the chairman shall be such person as the meeting by resolution shall appoint:

Provided that, this shall not apply to meetings convened under section 373. 172. Resolution at creditors' meeting.---(1) At a meeting of the creditors, a resolution shall be deemed to be passed, when a majority in number and value of the creditors present personally or by proxy, and voting on the resolution have voted in favour of the resolution. (2) In a winding up by the Court, the value of a creditor shall, for the purposes of first meeting of the creditors or of a meeting held under section 331, be deemed to be, the value as shown in the books of the company, or the amount mentioned in his proof, whichever is less, and for the purposes of any other meeting, the value for which the creditor has proved his debt or claim. 173. Resolution of contributories meeting.---(1) At a meeting of the contributories, a resolution shall be deemed to be passed when a majority in number and value of the contributories present personally or by proxy and voting on the resolution have voted in favour of the resolution. (2) The value of the contributories shall be determined according to the number of votes to which each contributory is entitled as member of the company under the provisions of the Ordinance, or the regulations of the company, as the case may be. 174. Copies of resolutions to be filed.---(1) In a winding up by the Court, the official liquidator shall file in Court a copy certified by him of every resolution passed at a meeting of creditors or contributories. (2) In each case, the Registrar shall maintain the record of such resolutions. 175. Non-receipt of notice by a creditor or contributory. ---Where a meeting of creditors or contributories is summoned by notice, the proceedings and resolutions at the meeting shall, unless the Court otherwise orders, be valid notwithstanding that some creditors or contributories may not have received the notice sent to them. ' 176. Adjournments. ---The chairman of the meeting may, with the consent of the meeting adjourn it for a period not exceeding fourteen days, but the adjourned meeting shall be held at the same place as the original meeting unless in the resolution for adjournment another place is specified or unless the Court otherwise orders. 177. Quorum.---A meeting may not act for any purpose except for adjournment thereof unless there are present or represented thereat in the case of creditors' meeting at least three creditors entitled to vote or in the case of a meeting of contributories at least three contributories, or all the creditors entitled to vote or all the contributories if the number of creditors entitled to vote or the number of contributories as the case may be does not exceed three. .

178. Procedure in the absence of quorum.---(1) If, within half an hour from the time appointed for the meeting, a quorum of creditors or contributories as the case may be, is not present or represented, the meeting shall be adjourned to the same day in the following week at the same time and place, or to such other day or time or place as the chairman may appoint, but the day appointed shall be not less than seven or more than fourteen days from the day from which the meeting was adjourned. (2) If at such adjourned meeting, a quorum be not present, two creditors or contributories present in person shall form a quorum and may transact the business for which the meeting was convened. 179. When creditor can vote.---(1) In the case of a meeting of creditors held under section 331 or of any adjournment thereof, a person shall not be entitled to vote as a creditor unless he has duly lodged with the official liquidator, not later than the time mentioned for that purpose in the notice convening the meeting, a proof of the debt which he claims to be due to him from the company. (2) In the case of other meetings of creditors a person shall not be entitled to vote as a creditor unless he has lodged with tile official liquidator a proof of the debt which he claims to be due to him from the company and such proof has been admitted wholly or in part before the date on which the meeting is held: Provided that these conditions shall not apply to a Court meeting of creditors held prior to the meeting of creditors under section 331: Provided further that this rule shall not apply to any creditors or class of creditors who by virtue of these Rules or any directions given thereunder are not required to prove their debts, or to any voluntary liquidation meetings. 180. Cases to which creditors may not vote.---A creditor shall not vote in respect of any unliquidated or contingent debt of or any debt the value of which is not ascertained, nor shall a creditor vote in respect of any debt on or secured by a current. bill of exchange or promissory note held by him unless he is willing to treat the liability to him thereon of every person who is liable thereon antecedently to the company, and against whom no order of adjudication has been made, as a security in his hands, and to estimate the value thereof, and for the purposes of voting, but not for purposes, of dividend, to deduct it from his proof. 181. When secured creditor can vote. ---(I) For the purposes of voting at a meeting, in a winding up by the Court, a secured creditor shall, unless he surrenders his security. state in his proof the particulars of his security, the date when it was given and the value at which he assesses it, and shall be entitled to vote only in respect of the balance due to him, if any, after deducting the value of his security. (2) For the purposes of voting at any voluntary liquidation meetings, a secured creditor shall, unless he surrenders his security, lodge with the liquidator, or where there is no

liquidator, at the registered office of the company, before the meeting, a statement giving the particulars of his security, the date when it was given and the value at which he assesses it, and shall be entitled to vote only in respect of the balance due to him, if any after security deducting the value of his security. . 182. Effect of voting by a secured creditor.---If a secured creditor votes in respect of his whole debt, he shall be deemed to have surrendered his security, unless the Court on application made by him in this behalf is satisfied that the omission to value the security was due to inadvertence. 183. Procedure when secured creditor votes without surrendering security.---The liquidator may within 21 days from the date of the meeting at which a secured creditor voted on the basis of his valuation of the security, require him to give up the security for the benefit of the creditors generally on payments of the value so estimated by him, and may, if necessary, apply to the Court for an order to compel such creditor to give up the security: Provided that the Court may, for good cause shown, permit a creditor to correct his valuation before being required to give up the security, upon such terms, as to costs as the Court may consider just. 184. Admission or rejection of proofs for purposes of voting. ---(1) The chairman of the meeting shall have power to admit or reject a proof for the purpose of voting but his decision shall be subject to appeal to the Court. (2) Where it is doubtful whether a proof shall be admitted or rejected, he shall mark it as objected to and allow the creditor to vote subject to the vote being declared invalid in the event of the objection being sustained. 185. Minutes of proceedings. ---(1) The chairman of the meeting shall cause minutes of the proceedings at the meeting to be drawn up and fairly entered in the Minutes Book and the minutes shall be signed by him or by the chairman of the next meeting. (2) A list of creditors and contributories present at every meeting shall be maintained in Form No. 60. 186. Report of Court meetings. ---Where a meeting is summoned under the direction of the Court, the chairman shall, within the time fixed by the Court, or if no time is fixed, within seven days of the conclusion of the meeting, report the result thereof to the Court in Form No. 61. 187. Voting by proxies. ---(I) A creditor or contributory may vote either in person or by proxy. (2) Where a person is authorised in the manner provided by section 162 to represent a corporation at any meeting of creditors or contributories, such person shall produce to the

official liquidator or other chairman of the meeting, a copy of the resolution authorising him for such representation duly certified to be a true copy by a director, the manager, the secretary or other officer of the company authorised in that behalf. 188. Form of proxies. ---A creditor or contributory may give a general proxy or a special proxy to any person in Form No.62. 189. Proxies to liquidator or chairman. ---A creditor or contributory in a winding up by the Court may appoint the official liquidator, and in a voluntary winding up, the liquidator, or if there is no liquidator, the chairman of the meeting to act as his general or special proxy. 190. Use of proxies by deputy. ---Where an official liquidator who holds any proxies cannot attend the meeting for which they are given, he may in writing depute some person under his official control to use the proxies on his behalf and in such manner as he may direct. 191. Forms to be sent with notice.---Forms of proxies shall be sent to the creditors and contributories with the notice summoning the meeting. 192. Proxies to be lodged. ---A proxy shall be lodged not later than 48 hours before the meeting at which it is used, with the official liquidator in a winding up by the Court, with the company at tits registered office for a meeting under section 173 and with the liquidator, or if there is no liquidator, with the person named in the notice convening the meeting to receive the same, in a voluntary winding up 193. Holder of proxy not to vote on matter in which he is financially interested. ---No person acting either under a general or special proxy shall vote in favour of any resolution which would directly or indirectly place himself, his partner or employer in a position to receive any remuneration out of the assets of the company otherwise than as a creditor rateably with the other creditors of the company. 194. Minor not to be appointed proxy.---No. person shall be appointed as a general or special proxy who is a minor. 195. Filling in proxy where creditor or contributory is blind or incapable. ---The proxy of a creditor or a contributory blind or incapable of writing may be accepted if such creditor or contributory has attached his signature or mark thereto in the presence of a witness who shall add to his signature his description and address: provided that all insertions in the proxy are in the handwriting of the witness and such witness shall have certified at the foot of the proxy that all such insertions have been made by him at the request and in the presence of the creditor or contributory before he attach his signature or mark. 196. Attendance at proceedings. ---(I) Save as otherwise provided by these rules or by an order of Court, every person for the time being on the list of contributories of the

company and every creditor whose debt has been admitted by official liquidator wholly or in part shall be at liberty at this own expense to attend the proceedings before the Court or, before the official liquidator and shall be entitled upon payment of the costs occasioned thereby to have notice of all such proceedings as he shall, by request in writing addressed to. the official liquidator, desire to have notice of; but if the Court shall be of opinion that the attendance of any such person occasioned any additional costs which ought not to be borne by the funds of the company, it may direct such costs or a gross sum in lieu thereof to be paid by such person and such person shall not be entitled to attend any further proceedings until he had paid the same. (2) No contributory or creditor shall be entitled to attend any proceedings before the Judge unless and until he or an advocate on his behalf has filed an appearance with the Registrar. (3) The Registrar shall keep an "Appearance Book" in which all such appearances shall be entered. (4) The Appearance Book shall be open to the inspection of the official liquidator. (5) The Court may, if it thinks fit, appoint from time to time any one or more of the creditors or contributories to represent before the Court at the expense of the company all or any class of creditors or contributories upon any question or in relation to any proceedings before the Court, and may remove any, person so appointed. (6) Where more than one person is appointed to represent one class of 'creditors or contributories, the persons so appointed, shall employ the same advocate to represent them, and where they fail to agree as to the advocate to be employed, the Judge may nominate an advocate for them. 197. Powers of official liquidator. ---The duties imposed on the Court by subsection (1) of section 339 with regard to the collection of the assets of the company and the application of the assets in discharge of the company's liabilities shall be discharged by the official liquidator as an officer of the Court subject to the control of the Court. 198. Official liquidator to the in the position of a receiver.---For the discharge by the official liquidator of the duties imposed by subsection (1) of section 339 and the last preceding rule the official liquidator shall, for the purpose of acquiring and retaining possession of the property of the company, be in the same position as if he were a receiver of the property appointed by the Court, and the Court may on his application enforce such acquisition or retention accordingly. 199. Company's property to the delivered to official liquidator on requisition. ---(1) The powers conferred on the Court by section 340 may be exercised by the official liquidator.

(2) Any contributory for the time being on the list of contributories, trustee. receiver, banker or agent or officer of a company which is being wound up under order of the Court, shall on notice from the official liquidator and within such time as he shall by notice in Form No. 63 require, pay, deliver, convey, surrender or transfer to or into the hands of the official liquidator any money, property or document, books or papers which happened to be in his hands for the time being and to which the company. is prima facie entitled. (3) Where a person fails to comply with the notice under sub-rule (2) the official liquidator may apply to the Court for appropriate orders. 200. Calls by the official liquidator. ---The powers and duties conferred upon the Court by section 342 in relation to making calls, may be exercised by the official liquidator as hereinafter provided as an officer of the Court. 201. Official liquidator to realise uncalled capital. ---Notwithstanding any charge or encumbrance on the Uncalled capital of the company, the official liquidator shall alone be entitled to call and realise the uncalled capital of the company and to collect the arrears, if any, due on calls made prior to the; winding up, but shall hold all moneys so realised subject to the lights, if any, of the holder of any such charge or encumbrance. 202. Application for leave to make call.---At any time after the settlement pf the list 'of contributories, the official liquidator may apply in Form No.64 to the Court to make a call on the contributories stating the proposed amount of such call supported by the affidavit of the official liquidator in Form No. 65. 203. Notice of application. ---(1) Notice of an application to make a call shall be served on every .contributory proposed to be included in such call by post under certificate of posting so as to reach such contributory, in the ordinary course of post not less than seven days before the date appointed for the hearing thereof, or if the Court so directs, notice of the application may be given by advertisement in Form No. 66, in such papers as the Court shall direct not less than seven clear days before the date appointed for the hearing, without a separate notice to each contributory. (2) The affidavit of service relating to the despatch of notice to each contributory, or to the advertisement, as the case may be, shall be filed three days before the date fixed for the hearing. 204. Order making a call and document making the call. ---(I) The order to make a call shall be in Form No. 67 and shall contain directions as to the time within which such calls shall be paid. (2) When an order has been made granting leave to make a call the official liquidator shall file in Court document making the call in Form No. 68 with such variations as circumstances may require.

205. Service of notice of call.---Soon after filing the document making the call under the last preceding rule, the official liquidator shall serve, by registered post, a copy of the order granting leave to make the call upon each of the contributories included in such call together with a notice in Form No.69 specifying the amount or balance due from such contributory in respect of such call. The order to make a call need not be advertised unless the Court otherwise orders for any special reason. 206. Order for payment of call. ---(l) The official liquidator may apply in Form No. 70 supported by an affidavit in Form No. 71 to the Court for an order against any contributory or contributories who defaults in payment of moneys due on the calls made pursuant to order of the Court. (2) Notice of the application together with a copy of the affidavit shall be served on the .contributory by registered post for acknowledgement not less than fourteen days before the date fixed for the hearing of the summons. (3) The order for payment shall be in Form No. 72. 207. Other moneys due by contributories.---(1) When any money is due to the company from a contributory or from the estate of the person whom he represents, other than moneys due on calls made subsequent to the winding up, but including moneys due on calls made prior to the winding up, the official liquidator may make an application to the Court supported by affidavit for an order against such contributory for the payment of such moneys. (2) Notice of the application shall be given to such contributory by registered post not less than fourteen days prior to the date fixed for the hearing of the application. 208. Application for examination under section 351.---(1) An application in Form No. 73 for the examination of a person under section 351 may be made ex parte, provided that where the application is made by any person other than the official liquidator, notice of the application shall be given to the official liquidator. (2) Where the application under sub-rule (1) is by the official liquidator. it shall be accompanied by a statement signed by him setting forth the facts on which the application is based. (3) Where the application is made by a person other than the official liquidator, the summons shall be supported by an affidavit of the applicant setting forth the matters in respect of which the examination is sought and the grounds, relied on in support of the summons. 209. Directions at hearing of summons. ---(1) Upon the hearing of the summons the Judge may, if satisfied that there are grounds for making the order, make an order

directing the issue of a summons against the person named in the order in Form No. 74 for his examination and or for the production of documents. (2) Unless the Judge otherwise directs the examination of the person referred to in sub-rule (1) shall be held in Chambers. 210. Examination on commission or by interrogatories. ---The Court, may, if it thinks fit, instead of issuing a summons, to any person for his appearance before the Court for examination, issue a commission to the District Judge within whose jurisdiction such person resides for the examination of such person, or make an order for his examination by interrogatories, as the Court may think fit. 211. Service of the summons. ---(1) The summons issued in pursuance of the order shall be served on the person to be examined not less than seven days before the date fixed for the examination. (2) There shall be paid or tendered to the person summoned alongwith the summons a reasonable sum for his expenses to be fixed by the Judge or Registrar with due regard to the scale of fees in force in the Court. (3) Where the summons is served by registered post, such sum shall be sent to such person by postal money order or bank draft. 212. Conduct of the examination.---(1) The official liquidator shall have the conduct of an examination under section 351 , provided that the Court tray, if for any reason it thinks fit to do so, entrust the conduct of the examination to any contributory or creditors. (2) Where the conduct of the examination is entrusted to any person other than the official liquidator, the official liquidator shall be entitled to be present at the examination in person or by advocate and may take notes of the examination for his own use and- put such questions to the person examined as the Court tray allow. (3) Save as provided under sub-rules (1) and (2), no person shall be entitled to take part in an examination under section 351 except the official liquidator and his advocate, but any person examined shall be entitled to have the assistance of his advocate who may re-examine the witness: Provided that the Court tray permit, if it thinks fit, any creditor or contributory to attend the examination subject to such conditions as it tray impose. (4) Notes of the examination may be permitted to be taken by the witness or any person on his behalf on his giving an undertaking to the Court that such notes shall be used only for the purpose of the re-examination of the witness. (5) On the conclusion of the examination, the notes refereed to in sub-rule (4) shall, unless otherwise directed be handed over to the Court for destruction.

213. Notes of the deposition. ---(I) The notes of the deposition of a person examined under section 351 shall be signed by such person and shall be lodged in the office of the, Registrar. Provided that such notes shall not be open to the inspection of any creditor, contributory or other person, except the official liquidator nor shall a copy thereof or extract therefrom be supplied to any person other than the official liquidator except under orders of Court. (2) The Court may from time to time give such general or special directions as it shall think expedient as to the custody and inspection of such notes and the furnishing of copies thereof or extracts therefrom. 214. Order for public examination under section 352.---(1) Where an order is made for the examination of any person or persons under section 352, the examination shall be held before the Judge, provided that in the case of a High Court, the Judge may direct that the whole or any part of the examination of any such person or persons, be held before any of the officers mentioned in subsection (10) of the said section as may be mentioned in the order. (2) Where the date of the examination has not been fixed by the order, the official liquidator shall take an appointment from the Judge, or officer before whom the examination is to be held as to the date of the examination. (3) The order directing a public examination shall be in Form No.75 (4) The Judge tray, if he thinks fit, either in the order for examination or by any subsequent order, give directions as to the specific matters on which such person is to be examined. 215. Notice of public examination. ---Not less than seven clear days before the date fixed for the examination, the official liquidator shall give notice thereof to. the creditors and contributories of the company by advertisement in Form No.76 in such newspapers as the Judge shall direct and shall within the same period, serve, either personally or by registered post, on the person or persons to be examined, a notice in Form No.77 of the date and hour fixed for the examination. Where a public examination is adjourned, it shall not be necessary to advertise the adjournment or serve notice thereof unless otherwise ordered. 216. Adjournment of public examination to Court.---Where on an examination held before an officer appointed by the Judge under rule 214 such officer is of the opinion that the examination is being unduly or unnecessarily protracted or, fair any other sufficient cause, he is of the opinion that the examination should be held before the Judge, such officer may adjourn the examination of any person or hold the examination himself or pass such orders as he may think it.

217. Procedure for contumacy. ---If a person examined before an officer appointed by the Judge under rule 214 of these rules refuses to answer to the satisfaction of such officer he shall report such refusal to the Judge and upon such report being made the person an default shall be in the same position and be dealt with in the same manner as if he had made default in answering before the Judge. (2) The report shall be in writing and, shall set forth the question or questions put and the answer or answers given (if any) by the person examined and the officer shall notify the person examined of the date when he should attend before the Judge. The report shall be in Form No. 78. Upon receiving the report, the Judge may take such action thereon as he shall think fit. 218. Notes of examination. ---The notes of every public examination shall, after being signed as required by subsection (8), of section 352 form part of the records of winding up. The official liquidator, the person examined and any creditor or contributory of the company, shall be entitled to obtain copy thereof from the Court on payment of the prescribed charges. 219. Application under section 352(7).---An application under subsection (7) of section 352 by any person ordered to be publicly examined to be exculpated from any charges made or suggested against him shall be made upon notice to the official liquidator and to such other persons as the Court may direct. 220. Default in attending examination under section 351 or 352.---If any person who has been directed by the Court to attend for examination under section 351 or section 352 fails to attend, at the time and place appointed for holding or proceeding with the same and not good cause is shown by him for such failure, or if before the day appointed for such examination the official liquidator satisfies the Court that such person has absconded or that there is reason to believe that he is about to abscond with a view to avoiding the examination, the Court may, if satisfied that notice of the date and hour fixed for the examination was duly served on such person, issue without any further notice a warrant in Form No. 79 for the arrest of the person required to attend, or make such other order as the Court thinks Just. (2) Every warrant of arrest of any person issued under these rules shall remain in force until it is cancelled by the Court which issued it or by the Court to which appeals ordinarily lie from the decisions of such Court, or until it is executed. 221. Prison to which person arrested or warrant is to be taken.---Where the Court issues a warrant for the arrest of a person under these Rules, the prison (to be named in the warrant) to which the person shall be committed shall, unless the Court otherwise orders, be the prison to which commitments are made by the Court in the exercise of its ordinary civil jurisdiction. A warrant committing a person to prison shall be in Form No. 80 and an order releasing him on bail in Form No. 81.

222. Execution of warrant of arrest outside ordinary jurisdiction of Court. ---(I) Where a warrant has been issued by the, Court under these rules for the arrest of any person who is or is believed to be outside the ordinary jurisdiction of the Court, the Court issuing the warrant may send the warrant of arrest for execution to the District Court or. to other Court as it may deem fit and therefore that Court shall execute the same in accordance with its practice and procedure. 223. Public examination under section 392.---Where, in a voluntary winding-up, an order is made under section 392 for the public examination of any of the persons mentioned in the said section, the rules relating to a public examination under section :i52 in a winding up by the Court shall apply mutatis mutandis is respect of such examination. 224. Applications under section 412 or 413.---(1) An application under subsection (1) of section 412 or under subsection (1) of section 413 shall be made by a summons returnable in the first instance in chambers. (2) The summons shall state the nature of the declaration or order for which the application is made, and the grounds of the application and shall be served on every person against whom an order is sought not less than seven days before the day named in the summons for the hearing of the application. (3) It shall not be necessary to file any affidavit or report before the return of the summons. (4) The summons shall be in Form Nos. 82 and 83 with such variations as may be necessary. 225. Directions at preliminary hearing of summons. ---On the return of the summons under rule 224, the Court may give such directions as it shall think fit as to whether points of claim and defence in Form No. 84 or 85 are to be delivered, as to the taking of evidence wholly or in part by affidavit or orally, as to the cross-examination, before the, Judge on the hearing, either in Court or in Chambers, of any deponents to affidavits in support of or in opposition to the application, as to any report it may require the liquidator to make, and generally as to the procedure on the summons and for the hearing thereof.-:3 '°l 226. Liberty to apply for further directions. ---(l) Where the Court has directed that points of claim and defence shall be delivered, it shall be open to either, party who wishes to apply for any further direction as to any interlocutory matter, to apply, by restoration, of the summons, before the summons has been set down for trial, for such direction, upon giving two clear days' notice in writing to the other party stating the grounds of the application. (2) A copy of the notice shall be filed with the Registrar two clear days before the day fixed for the hearing of the application.

227. Application for disclaimer. ---(I) An application for leave to disclaim any part of the property of a company pursuant to subsection (1) of section 407 shall be made by a summons supported by an affidavit setting out the full facts relating to the property, the parties interested and the nature of their interests, and stating whether the company is. solvent and whether any notice has been served on the liquidator by any party under subsection (4), of the said section requiring him to elect whether or not he will disclaim. (2) Forms Nos. 86 to 92 shall be used matters relating to disclaimer with such variations as may be necessary. 228. Preliminary hearing of the summons.---The summons shall be placed before the Court exparte in the first instance for directions as to the persons on whom notice of the summons should be served, and the Court shall thereupon fix a date for the bearing of the summons and give such directions as may be necessary as to the persons on whom notice of the summons should be served. 229. Claimant to furnish statement of his interest. ---Where a person claims to be interested in any part of the property of a company which the liquidator wishes to disclaim, such person shall, if so required by the liquidator, furnish a statement of the interest claimed by him. 230. Service of notice. ---Notice of the date fixed for the hearing of the summons shall be in Form No. 93 and shall be served not less than seven days before the date fixed for the hearing together with a copy of the summons and of the affidavit filed in support thereof requiring that any affidavit-in-opposition to the summons shall be filed in the Court and a copy thereof served on the liquidator of the company not later than two days before the date fixed for the hearing. 231. Order granting leave to disclaim.---On the hearing of the summons, the Court may after hearing the liquidator and such parties as may appear in response to the notices issued, and such other persons appearing and interested as the Court may think fit to hear, grant leave in Form No. 94 to the liquidator and to disclaim on such terms and conditions, if any, as to the Court may seem just. 232. Disclaimer to be filed in Court. ---(I) Every disclaimer shall be filed in Court in Form No-95 by the liquidator and shall not be operative until it is so filed containing particulars of the interest disclaimed and a statement of the persons to whom notice of the disclaimer has been given. (2) Notice in Form No. 96 of the filing of the disclaimer shall be given to the persons interested in the property. (3) Where a disclaimer has been filed in Court, the liquidator shall file a copy thereof with the Registrar of Companies.

233. Vesting of disclaimed property. ---(1) Where the disclaimed property is a leasehold interest and an application is made under subsection (6) of section 407 for an order vesting the property in any person and it appears that there is an under lessee or mortgagee or holder of a charge by way of demised in respect of such property, claiming under the company, the Court may direct that notice shall be given to such under lessee, mortgagee or holder of charge. that, if he does not elect to accept and apply for a vesting order upon the terms required by the abovementioned subsection and other terms as the Court may think just, within a time to be fixed by the Court and stated in the-notice, he will be excluded from all interest in and security upon the property. (2) The court may adjourn the application for giving notice under sub-rule(1) and for such under lessee, mortgagee or holder of charge, to be added as a party to and served with a copy of the application, and to make, if he sees fit, such election and, application as is mentioned in the notice. (3) Where till the expiration of the time fixed by the Court, under-lessee, mortgagee or holder of charge, fails to make election and application referred to in -sub-rule (2) the Court, may make an order vesting the property in the applicant or other person who, in the opinion of the Court may be entitled thereto, and excluding such under-lessee, mortgagee or holder of charge, from all interest in or security upon the property. 234. No claim to be compromised or abandoned without sanction of Court. ---In a winding up by or subject to the supervision of the Court, no claim by the company against any person shall be compromised or abandoned by the liquidator without the sanction of the Court upon notice to 'such person as the Court may direct. 235. Application for sanction of compromise. ---(I) Every application for sanction of a compromise or arrangement with any person under clauses (ii) and (iii) of subsection (1) of section 421 shall be accompanied by a copy of the proposed compromise or arrangement and shall be supported by an affidavit of ,the liquidator stating that for the reasons set out in the affidavit he is satisfied that the proposed compromise or arrangement is beneficial to the company. (2) The Court may, if it thinks fit, direct notice of the application to be given to the Committee of Inspection, if there is one and to such other person as it may think fit. 236. Sale to be subject to sanction and to confirmation by Court. ---Unless the Court otherwise orders, no property belonging to company which is being wound up by the Court shall be sold by the official liquidator without the previous sanction of the Court, and every sale shall be subject to confirmation by the Court. 237. Procedure at sale. ---(I) Every sale shall be held by the official liquidator, or, if the Judge so directs, by an agent or an auctioneer approved by the Court, and subject to such terms and conditions including fixation of a reserve price, if any, as may be approved by the Court.

(2) All sales shall be made by public auction or by inviting sealed tenders or in such manner as the Judge may direct. 238. Expenses of sale. ---Where property forming part of a company's assets is sold by the official liquidator through an auctioneer or other agent, the gross proceeds of the sale shall, unless, the Court otherwise orders, be forthwith paid over to the liquidator by such auctioneer or agent who shall deposit the same in company's liquidation account maintained in a scheduled bank and the charges and expenses connected with the sale shall afterwards be paid to such auctioneer or agent in accordance with the scales, if any, fixed by the Court. 239. Declaration of dividend or return of capital.---No dividend to creditors or return of capital to contributories shall be declared by the official liquidator without the sanction of the Court. 240. Notice of declaration. ---The official liquidator shall give notice in Form No. 97 of the declaration of dividend not less than one month prior to the date fixed for the payment thereof and unless otherwise directed by the Judge, the notice shall be given by advertisement in such newspapers in Form No.98 as the Judge shall direct and by sending by prepaid letter post under certificate of posting a notice to every person whose name appears in the list of creditors as on such date. 241. Authority to pay dividend.---A person, to whom dividend is payable may lodge with the official liquidator an authority in writing to pay such dividend to another person named therein. 242. Transmission of dividends by post. ---Dividends and returns of capital may, at the request and risk of the person to whom they are payable, be transmitted to him by registered post or by money order, as may be appropriate. 243. Form of order directing return of capital. ---(1) Every order by which the official liquidator is authorised to make a return to contributories of the company, shall, unless the Court otherwise directs contain or have appended thereto a schedule or list in Form No. 99 setting out in a tabular form the full names and addresses of the persons to whom the return is to be paid, and the amount of money; payable to each person and particulars of the transfers of shares (if any) which have been made or the variations in the list of contributories which have arisen since the date of the settlement of the list of contributories and such other information as may be necessary to enable the return to be made. (2) The official liquidator shall send a notice of return to each contributory by ordinary post under certificate of posting in Form No. 100. 244. Payment of dividend or return of capital due to a deceased creditor or contributory. ---(1) Where a claim made in respect of a dividend due to a deceased creditor or a return of capital due to a deceased contributory is one thousand rupees or

less, the official liquidator may upon satisfying himself as to the claimant's right and title to receive the dividend or the return as the case may be, apply to the Court for sanctioning the payment of such dividend or return to the claimant without the production of a succession certificate or like authority. (2) Where the Court sanctions the payment, the official liquidator shall make the payment upon obtaining a personal indemnity from the payee. 245. Official liquidator to apply for dissolution. ---(1) As soon as the affairs of the company have been fully wound up, the official liquidator in a winding up by the Court shall file his final account into Court and apply for orders as to the dissolution of the Company subject to his final account being passed in accordance with these rules. (2) The application referred to in sub-rule (1) shall he set down for hearing until the completion of the audit of the final account and the filing of the auditor's certificate in relation thereto. 246. Dissolution of the company.---Upon the hearing of the application, the Court may after hearing the official liquidator and any other person to whom notice may have been ordered by the Court, upon perusing the account as audited, make such orders, as it may think fit as to the dissolution of the company, the. application, subject to the provisions of the Ordinance, of the balance in the hands of the official liquidator or the payment thereof into State Bank to the credit of the Federal Government in the Companies Liquidation Account and the disposal of the books and papers of the company and of the liquidator 247. Liquidator to pay the balance into public account. ---(1) Upon an order for dissolution. being the official liquidator shall forthwith pay into the Companies Liquidation Account in the account of the Federal Government in the State Bank any unclaimed dividends payable to creditors or undistributed assets refundable to contributories in his hands on the date of the order of dissolution, and such other balance in his hands as he has been directed by the Court to deposit the Companies Liquidation Account in the State Bank. (2) Every order, of dissolution shall direct that the official liquidator do forward a certified copy of the order to the Registrar of Companies not later than fourteen days from the date of the order alongwith a statement signed by the official liquidator that the directions of the Court regarding the application of the balance as per his final account have been duly complied with. 248. Conclusion of winding up. ---The winding up of a company shall, for purposes of section 430, be deemed to be concluded-(a) in the case of a company wound up by order of the Court, at the date on which the order dissolving the company has been reported by the liquidator to the Registrar of Companies;

(b) in the case of a company wound-up voluntarily. or under the supervision of the Court, at the date of the dissolution of the company unless at such date any fund or assets of the company remaining unclaimed or undistributed in the hands or under the control of the liquidator; or any person who has acted as liquidator, in which case the winding up shall not be deemed to be concluded until such funds of assets have either been distributed or paid into the Companies Liquidation Account in the State Bank. 249. Application to declare dissolution void.---An application under section 429 shall be made upon notice to the Authority and the Registrar of Companies. Where the Court declares the dissolution to have been void, the order shall direct that the applicant do file a certified copy of the order with the Registrar of Companies not later than twenty-one days from the date of the order. . 250. Registers and Books to be maintained by the liquidator. ---(1) Every liquidator shall maintain at the registered office of the company proper book of accounts as required under section 433. (2) Where the accounts of the company are incomplete, the liquidator shall, with all convenient speed, as soon as the order for winding up is made, have them completed and brought up-to-date. (3) (i) Where the official liquidator is authorised to carry on the business of the company he shall keep separate books of account in respect of such business and such books shall, as far as possible, be in conformity with the books already kept or required to be kept by the company in the course of its business. (ii) The trading account shall from time to time not less than once in every month, be verified by affidavit, and the official liquidator shall thereupon submit such account to the Committee of the Inspection (if any) or such member thereof as may be appointed by the Committee for that purpose, who shall examine and certify the same. (4) The official liquidators shall keep proper serially numbered vouchers for all payments made or expenses incurred by him. (5) In respect of companies the winding up of which was commenced under the Ordinance prior to the coming into force of these rules and is pending on the date these rules come into force, the liquidator shall, as soon as may be and not later than three months after the coming into force of these rules or such extended time as may be allowed by the Court prepare and bring up-to-date the books and registers prescribed under sub-rule (1): Provided that the Court may, if it thinks fit, dispense with this requirement in any particular case. 251. Bank Account and funds of the Company in-liquidation.---(I) Every, liquidator of a company in liquidation shall immediately on his appointment open and maintain a

special bank account in a scheduled bank in the name of the company in liquidation to be called the liquidation account of the particular company into which shall be transferred credited, paid and kept all moneys and balances standing to the credit of the company at the time of going into liquidation or thereafter by the liquidator or which become available to him or come under his control directed or indirectly at any stage in his capacity as such without deduction not later than the next working day of the bank provided that a sum not exceeding five hundred rupees or such amount as the Court may on his application authorise him to retain. (2) The money needed for meeting expenses or for making payments in cash shall be drawn from the bank by cheques drawn upon the bank by liquidator. (3) All payments out of the account by the liquidator above fifty rupees shall ordinarily be made by crossed cheques signed by him and countersigned by the Registrar in case of the winding up by the Court and by a person nominated by members or creditors, as the case may be, drawn against the said account. 252. Bills, cheques and securities to be deposited into bank.---All bills cheques, hundies, notes and other securities of a nature payable to the company or to the liquidator thereof shall as soon as they come into the hands of the liquidator, be deposited by him with the bank for the purpose of being presented for acceptance and payment or for payment only, as the case may, be, and the proceeds when realised shall be credited by the bank to the account of liquidation account of the company. 253. Payments into bank under section 343.---Where the Court or the liquidator makes an order directing any person to pay or deposit any money due to the company into the company's liquidation account, the person so directed shall comply with the direction and obtain receipt for the amount paid or deposited from the bank and shall give intimation thereof to the liquidator alongwith a photocopy of the bank receipt and produce before him the original bank receipt relating thereto on demand of the liquidator. 254. Liquidator's Dividend Account.---(1) The liquidator shall also open a separate dividend account for each company under liquidation in a scheduled bank under the name "the Dividend Account of (name of the company) in liquidation", into which account he shall, upon a declaration of dividend being made in the winding up of any company, deposit by transfer from the company's liquidation account the total amount of the dividend payable upon such declaration. (2) There shall be a separate account in respect of each declaration of dividend and payments thereof shall be made from the said account before being paid into the companies liquidation account as unclaimed dividends. . (3) All payments out of dividends more than fifty rupees shall ordinarily be made by crossed cheques drawn against the said account. Explanation. In this rule the word 'dividend' includes refund of capital to contributories;

255. Investment of surplus funds. ---(1) All or any of the moneys standing to the credit of the company in its liquidation account and not immediately required for the purpose of the winding up shall be deposited or invested in the National Savings Schemes in the name of the company in liquidation having regard to the requirements of funds for meeting claims or payments for purposes of winding up and shall not afterwards be transferred or otherwise dealt with or utilised except for purposes of the winding up of the company. (2) Any amount retained by an official liquidator under section 349 shall be invested by him in Khas Deposit Certificates which shall be deposited by him in the Court till such amount is required for distribution after the pending claims are settled. 256. Liquidator's remuneration. ---(I) In every winding up under orders of the Court, there shall be paid to the official liquidator, not being a salaried officer of the Government or the Court, from out of the assets of the company in liquidation, the remuneration by way of percentage of the amount realised by him by disposal of assets as may be fixed by the Court having regard to the nature of the work actually done subject to the following limits:-Upon the total assets, including produce of calls on contributories, return on investments and rents from properties. realised or brought to credit by the official liquidator after deducting the amount spent out of the money received in carrying on the business of the company and the amounts or balance lying to the credit of the company in its accounts with banks at the time of going into liquidation:--(i) Where net amount realized does not exceed Rs.10,000. (ii) Where the amount exceeds Rs. 10,000 but does not exceed Rs.50,000. (iii) Where the amount exceeds Rs.50,000 but does not exceed Rs.100,000. (iv) Where the amount exceeds Rs.100,000 but does not exceed Rs.1,000,000. (v) Where the amount exceeds Rs.1,000,000 but does not exceed Rs.10,000,000, (vi) Where the amount exceeds Rs.10,000,000 but does not exceed Rs.50,000,000. (vii) Where the amount exceeds Rs.50,000,000. 3 per cent. Rs.300 plus 2 per cent. of the amount exceeding Rs.10,000. Rs.1,100 plus 1 per cent. of the amount exceeding Rs.50,000. Rs.1,600 plus 1/2 per cent. of the amount exceeding Rs.1,000,000. Rs.6,100 plus 1/4 per cent of the amount exceeding Rs.1,000,000. Rs.28,600 plus 1/5 per cent. of the amount exceeding Rs.10,000,000. Rs.108,600 plus 1/8 per cent. of the amount exceeding Rs.50,000,000.

On the total amount distributed in dividend or paid to contributories, preferential creditors, and debenture-holders by the official liquidator, half the above percentages.

(2) In addition to the remuneration fixed under sub-rule (1), the Court may permit payment of a reasonable monthly allowance to the official liquidator for meeting the expenses of the winding up for a period not exceeding twelve months from the date of the winding up order taking into consideration the likely expenses involved and nature of the work actually required to be done. (3) The remuneration of joint official liquidators shall be determined by the Court subject to the overall limits specified in this rule. (4) The official liquidator shall not draw his remuneration without leave of the Court. 257. Where the company has no available assets. ---Where a company against which a winding up order has been made has no available assets, the official liquidator may, with the leave of the Court, incur essential preliminary expenses out of funds to be provided by the petitioners and the secured creditors as the Court may direct, and the expenses so incurred shall be recouped out of the assets of the company in priority to the debts of the company. 258. Dividend and interest to be credited. ---All dividend and interest returns accruing from any securities or investments shall from time to time be received by the bank and placed to the credit of the account of the liquidator and. intimation thereof shall be given to the liquidator, who shall thereupon credit such dividend or interest in his accounts to the company to which the security or the investment relating thereto belongs. 259. Account to be filed.---Unless otherwise ordered by the Court, the official liquidator shall file his accounts in the Court once in every quarter of the year made up to the close of each quarter and two copies thereof shall be filed not later than thirty days of the close of each quarter of the year: Provided that the final accounts of the official liquidator shall be filed as soon as the affairs of the company have been fully wound up irrespective of such period. 260. Form of Account. ---(1) The account shall be a statement of receipts and payments in Form No. 101 and shall be prepared in accordance with the instructions contained therein and verified by an affidavit of the official liquidator in Form No. 102. (2) The final account shall be in Form No. 103. 261. Nil Account. ---Where the official liquidator has not during the period of account received or paid any sum of money on account of the assets of the company, he shall file an affidavit of no receipts of payments on the date on which he shall have to file his accounts for the period.

262. Registrar to send copy of account to the Auditor.--As soon as the accounts are filed the Registrar shall forward to the auditor one copy thereof for purposes of audit of the accounts and the books and papers of the official liquidator. 263. Audit of the official liquidator's accounts.---The accounts shall be audited by one or more Chartered Accountants in the manner provided in the Ordinance. 264. Audit report to be filed. ---(I) After the audit of each of the accounts of the official liquidator filed in Court, the auditor shall forward to the Registrar a certificate of audit relating to the account with his observations and comments, if any, on the account, together with a copy. thereof and shall forward another copy to the official liquidator. (2) The Registrar shall file the original certificate with the records and forward the copy to the Registrar of Companies, together with a copy of the account to which it relates. 265. Account, auditor's report and official liquidator's explanation to be placed before Judge.--(1) Upon the audit of the account, the Registrar shall place the statement of account, the auditor's report and any explanation furnished by the official liquidator thereon, before the Judge for his consideration and order and also shall send a copy of the accounts, audit report and Judge's order to the Registrar of companies within fifteen days of the order. (2) Any creditor or contributory shall be entitled to inspect the accounts, the auditor's report, official liquidator's explanation and order of the Judge in the office of the Court on payment of a fee of ten rupees and to obtain a copy thereof on payment of the prescribed charges. 266. Legal assistance for the official liquidator. --The official liquidator shall, as far as possible, personally appear and conduct all proceedings before the Court in the liquidation, provided that the official liquidator may apply to the Court for sanction to employ an advocate or advocates to assist him, and the Court tray, on such application, sanction such employment or pass such further or other orders as it may think fit. 267. Statement by the liquidator under section 430.---The first statement under subsection (1) of section 430 for the period from the commencement of the winding up and thereafter subsequent statements once in three months covering the period up to close of each quarter of the year shall be filed by the liquidator-(a) in Form No. 104 in the Court with its duly verified copy being simultaneously served to the Registrar of Companies, in the case of winding up by or under supervision of the Court; and (b) the statement being in Form No. 105 and with affidavit on Form No. 106 within thirty days of the close of the period covered by the statement, in the case of voluntary winding up of companies alongwith a copy of the audit report.

(2) Upon filing of the statement in a winding up by the Court or under supervision of the Court, the Registrar shall obtain orders of the Judge fixing a date for a consideration thereof, and notify the date on the notice board of the Court and to the liquidator, who shall attend the consideration of the statement and shall give the Judge any explanation or information with reference to the matters contained therein as the Judge may require. (3) Any creditor or a contributory shall be entitled to inspect the statement on payment of a fee of ten rupees and to obtain a copy thereof on payment of the prescribed charges. 268. Applicability of rules.---Where an application is made to the Court under the provisions of the Ordinance in the voluntary winding up of a company whether or not an order shall have been made that the voluntary winding up shall continue subject to the supervision of the Court, these Rules, so far as may be shall be applied to the subject-matter and mode of such application. 269. Declaration of solvency in a member's voluntary winding up.---The declaration of solvency to be made by the directors of a company under section 362 shall be in Form No. 107 with such variation as the circumstances may require. 270. Statement to be laid before meeting of creditors under section 368.---The statement of the assets and liabilities of the company to be laid before a meeting of creditors by a liquidator in a members' voluntary winding up under subsection (1) of section 368 shall be in Form No.108 with such variations, as may be necessary. 271. Notice of appointment of liquidator. ---The notice of his appointment which every liquidator is required to publish in the official Gazette under section 389 shall be in Form No.109 and the notice of the appointment to be delivered to the Registrar of Companies shall be in Form No. 110. 272. Order for winding up subject to supervision. ---Upon an order being made for the winding up of a company subject to the supervision of the Court, the liquidator of the Company shall within 21 days from the date of the order advertise the order in one issue of the official Gazette and in one issue each of a newspaper in the English language and a newspaper in Urdu circulating in the, province in which the registered office of the company is situate as the Court may direct, and also within the said period file a certified copy of the order with the Registrar of companies. 273. Security by Liquidator appointed by Court. ---(1) Unless otherwise ordered, every liquidator appointed by the Court shall before entering upon his duties as liquidator, furnish security in such sum and in such manner as the Court may direct, for the due discharge of his duties as liquidator. (2) The cost of furnishing the required security shall be borne by the liquidator personally and shall not be charged against the assets of the company as an expense incurred in the winding up.

274. Limit of remuneration of liquidator. ---(1) The limits, criterion and provisions for the remuneration of an official liquidator prescribed in rule 256 shall apply, mutatis mutandis, to a liquidator in all other modes of winding up. (2) A liquidator shall not, under any circumstances whatever, make any' arrangement for, or accept from any advocate, auctioneer or any other person connected with the company of which he is the liquidator or employed in or in connection with the winding up of the company, any gift, remuneration or pecuniary or other benefit whatever beyond the remuneration to 'which under the Ordinance and the rules he is entitled as liquidator, nor shall he make any arrangement for giving, up, or give up any part of such remuneration to any such person. 275. Restriction on purchase of goods by liquidator. ---(1) Where the liquidator carries on the business of the company, he shall not, without the express sanction of the Court, purchase goods for the carrying on of such business from any person whose connection with him is of such a nature as would result in his obtaining directly or indirectly any benefit out of the transaction. (2) In the application for sanction referred to in sub-rule (1) the liquidator shall disclose the nature of his interest in the transaction, and the cost of obtaining sanction of Court shall be borne by the liquidator personally. 276. Office of the liquidator vacated by his insolvency.---A liquidator against whom an order of adjudication is made shall thereby vacate his office, and for the purpose of the application of the Ordinance and these Rules, he shall be deemed to have been removed. 277. Resignation, removal, etc. of liquidator. ---(1) In a voluntary winding up a liquidator who desires to resign his office shall summon a meeting of the members creditors, as the case may he, and submit his resignation to it alongwith an account of his acts and dealings as liquidator and a statement as to the position of the liquidator in a form in all respects similar to the statement prescribed under section 430 commencing from the date on which the last statement under the said section terminated or from the date of his appointment whichever is later, and brought down to the date of his resignation. (2) Upon a liquidator resigning or being released or removed from his office, he shall forthwith deliver over to the new liquidator all books kept by him, and all other books, documents, papers, accounts and assets in his possession relating to the company or to the office of the liquidator and furnish all such information as the new liquidator may require. 278. Books to be kept by the liquidator. ---(1) In addition to other books, of accounts required to be kept by a liquidator under the Ordinances, every liquidator shall keep a record book in which shall be entered all minutes of proceedings and the resolutions passed at any meeting of the creditors or contributories or of the Committee of Inspection, particulars of all his transactions and negotiations in relation to the winding

up and all such matters other than matters of account as may be necessary to furnish a correct view of` the administration of the company's affairs. He shall also keep a book showing the dates at which all notices to creditors and shareholders were sent out and posted. (2) The person who dispatches the notices shall initial the entries in the book relating thereto. (3) The books and accounts of the liquidator shall be open to the inspection of every creditor or contributory during office hours upon payment of a fee of ten rupees for every hour of inspection or part thereof. 279. Notice convening final meeting and the account to be laid before the meeting.---(1) The notice convening the final ,meeting of the company in a members voluntary winding up of the final meeting of the company and the creditors in a creditors voluntary winding up, shall be in Form No. 111. (2) The account of the winding up to be laid by the liquidator before the said meeting or meetings shall be in Form No. 112. (3) In a winding up subject to supervision of the Court, a copy of the account shall also be filed in the Court. 280. Consideration by Court of the statements under section 430 and final account in a winding up subject to the supervision of the Court. ---(1) In a winding up subject to the supervision of the Court, upon the filing into Court of each of the statements under section 430 referred to in rule 267 or of the account referred to in the last preceding rule, the Registrar shall obtain orders of the Judge fixing a date for the consideration thereof by the Judge, and notify, the date on the notice board of the Court and to the liquidator. (2) The liquidator shall attend the consideration of the statement or of the final account, as the case may be, and shall give the Judge such further explanation or information with reference to the 'matters continued therein as the Judge required. 281. Returns to Registrar of Companies. ---The returns to be made to the Registrar of Companies under section 370 and section 382 shall be in Form No. 113 and Form No. 114 respectively. 282. Inspection by creditor or contributory of statements filed by liquidator. ---Any creditor or contributory of a company which is being wound up shall be entitled to inspect any of the statements filed by the liquidator on payment of a fee of ten rupees each and to obtain a copy thereof or extract therefrom on payment of the prescribed charges. 283. Audit of the liquidator's account. ---The Court in a winding up by the Court, the company in general meeting in a members' voluntary winding up, and the creditors in a

creditors' voluntary winding up, shall appoint an auditor who is a Chartered Accountant to audit the accounts of the liquidator, and shall fix the fees to be paid to such auditor. 284. Applications under section 391.---(1) On an application under section 391 made to the Court, notice of the application shall be given to the liquidator where he is not the applicant, to the respondents, if any, named in the application, and to such other persons and in such manner as the Court may direct. (2) Where an order is made under section 391 staying the proceedings in the winding up the order shall direct that the applicant at whose instance the order for stay was made shall, within 10 days of the making of the order, file a certified copy thereof with the Registrar of Companies. 285. Statement to accompany payment. ---(1) The statement to be furnished, under section 432 to the Registrar or such other officer as may be appointed by the Federal Government, by the official liquidator in a winding up by the Court and by a liquidator in any other mode of winding up when making any. payment of unclaimed dividends or undistributed assets into the Companies Liquidation Account in the State Bank under section 432 shall be in Form No. 115. 286. Cost and expenses payable out of the assets in a winding up by the Court. ---(1) The assets of a company in a winding up by the Court remaining after payment of the fees and expenses properly incurred in preserving, realising or getting in the assets including, where the company has previously commenced to be wound up voluntarily, such remuneration, cost and expenses as the Court may allow to the liquidator in such voluntary winding up, shall subject to any order of the Court and to the rights of secured creditors, if any, be liable to the following payments which shall be made in the following order of priority, namely:--First.---the taxed costs of the petition including the taxed costs of any person appearing on the petition. ---whose costs are allowed by the Court; Next.---the costs. and expenses of any person who makes, or concur in making the Company's statement of affairs; Next.---the necessary disbursements of the official liquidator other than expenses properly incurred in preserving, realising or getting in the properties of the company; Next.---the cost of any person properly employed by the liquidator; Next.---the actual out of pocket expenses necessarily incurred by the members of the Committee of Inspection, and sanctioned by the Court. (2) Save as otherwise ordered by the Court, no payments in respect of bills of advocates, shall be allowed out of the assets of the company without proof that the same have been considered and allowed by the taxing officer of the Court.

(3) The taxing officer shall before passing the bills or charges of an advocate, satisfy himself that the appointment of an advocate to assist the liquidator in the performance of his duties has been duly sanctioned. (4) Nothing contained herein shall, apply to or affect costs which, in the course of legal proceedings by or against the company which is being wound up by the Court, are ordered by the Court in which such proceedings are pending to be paid by the company or the liquidator, or the rights of the person to whom such costs are payable. PART IV COST AND TAXATION OF COSTS 287. Taxation of costs.---(1) Notwithstanding anything contained in these rules, costs of and incidental to all proceedings under the Ordinance or these rules shall be in the discretion of the Court and be taxed and be subject to review and' appeal in accordance with the rules and scales of fees in force in each High Court and the practice and procedure relating to taxation in its other proceedings. (2) The Registrar or such other officer as the Chief Justice of the High Court may nominate in this behalf shall be the Taxation Officer of the Court for purposes of these Rules. (3) The Court may, in any proceedings in which costs are awarded to a party, direct payment of a sum in gross in lieu of taxed costs. PART V MISCELLANEOUS 288. Inspection and copies.---Every duly authorised officer of the Registrar of Companies, the Authority and the Federal Government and every advocate or counsel representing them shall be entitled, free of charge, at all reasonable times, to inspect the files of proceedings of the Court and the books and documents of every liquidator relating to any matter to which these Rules apply and to take copies or extracts from any document therein, and to be furnished with such copies or extracts as he may require. (2) A company and every person who has been a director or officer of a company which is being wound up or in relation to which any proceedings are or have been taken in the Court and every contributory or creditor of other person interested in such proceedings shall be entitled on payment of the charges prescribed for other similar matters in the Court, at all reasonable times, to inspect the file of the proceedings and to be furnished with copies and extracts from any document therein.

289. Funds and assets to be utilised only for purposes of winding up. ---Save as authorised by the Ordinance, no funds, accounts, security, assets of effects of or belonging to a company being wound up shall in any way be utilised appropriated, lent, invested, kept, encumbered, or spent in a manner other than for purposes of the winding up of the company. 290. Duty of liquidator to conduct winding up proceedings. ---It shall be the duty of the liquidator in every mode of winding up to conduct, proceed with and complete the proceedings in or connected with the winding up and to discharge his obligations with all reasonable care as provided in the Ordinance and adopt such measures as may be necessary for the propose. 291. Winding up of unregistered companies. ---These shall apply mutatis mutandis to the winding up of unregistered companies, their liquidators and related matters. 292. Penalty for contravention of these rules. ---Whoever fails or refuses to comply with, or contravenes any provisions of these rules, or knowingly and willingly authorises or permits such failure, refusal or contravention, shall, in addition to any other liability under the Ordinance, be also punished with fine not exceeding two thousand rupees, and, in case of continuing contravention to a further fine not exceeding one hundred rupees for every day during which the default continues.

Appendix-I FORM NO. I (See rule 16) (Heading as in Rule 4) Company Petition No………………of 19……………….. Affidavit verifying petition I, A. B., son of …………………………..aged……………………………..residing at……………..make oath/do solemnly affirm and say as follows:1. I am a director/secretary/……………………………../ of……………………….Ltd., the petitioner in the above matter (*and am duly authorised by the said petitioner to make this affidavit on its behalf.) (Note.---This paragraph is to be included in Cases where the petitioner is the company.)

2. The statements made in paragraphs…………………of the petition herein now shown to me and marked with the letter 'A', are true to my knowledge, and the statements made in paragraphs…………………are based on information, and I believe them to be true. Sworn/Solemnly affirmed, etc. *Note.-To be included when the affidavit is sworn to by any person other than a director, agent or secretary or other officer of the company.

Form of advertisement of Petition FORM NO. 2 (See rule 20). (Heading as in Rule 4) Company Petition No…………….of 19………………. Notice of petition Notice to All concerned Notice is hereby given that a petition under section………………..of the Companies Ordinance, 1984, for……………………was presented by …………….through…………..Advocate to the……………..High Court on…………….day of 19………………..and the said petition is directed to be heard before the Company Judge on the ...................................day of……….19….Any person desirous of supporting or opposing the said petition should appear at the time of hearing by himself or through his advocate, attorney or agent for that purpose, and send to the petitioner's advocate and the court, notice of his intention, signed by him or his advocate, with his name and address and his interest, so as to reach the petitioner's advocate and the court not later than [where the petition is for winding up, substitute…………….days for 2 days……….High Court] 2 days before the date fixed for hearing of the petition. Where he seeks to oppose the petition, the written statement and his 'affidavit shall be furnished with such notice. A copy of the petition will be furnished by the petitioner and the Court to any person requiring the same on payment of the prescribed charges. Given under my hand and the seal of the High Court this ………….day of……………..19……… SD/ (Name)............................................... Registrar/Deputy Registrar.

FORM. NO. 3 (See rule 22) (Heading as in Rule 4) Company Petition No,……………..of 19………………… Notice of petition

To ___________________ ___________________ Take notice that a petition tinder section………………..of the Companies Ordinance, 1984 for…………………….has been presented in the above case By.......................through…………….advocate on the…………….day of……….19……………..and that the said petition is fixed for hearing before the Company Judge on the………………….day of………….19………….should you wish to support or oppose the petition at the hearing you are at liberty to do so on the date fixed or any other day to which the case is adjourned, either in person or by an advocate of this Court duly instructed. You should give notice thereof in writing to this Court and the petitioners concerned, so as to reach not later than…………days before the date fixed for the hearing of the petition, and appear at the hearing in person or by your advocate Should you wish to oppose the petition, you should fife in this Court at least…………….days before the date of' hearing, your written statement in triplicate alongwith your affidavit and copy of documents on which you rely. A copy of the petition will he furnished to you it you require it on payment of the prescribed charges for the same/is enclosed herewith. Also take notice that in default of your appearance on the date fixed in -matters aforementioned; the petition will be heard and decided in your absence. Given under my hand and .....................19…………….. the seat of this court this…………day of.

SD/Registrar/Deputy Registrar/ Other Authorised Officer.

Note.-Where the notice is to a respondent named in the petition, should be served on him alongwith the notice.

FORM NO. 4 (See rule 25) (Heading as in Rule 4) Company Petition No……………..of 19…………….. Affidavit of service of petition on company In the matter of petition, dated……………..of…………for……………. I,……………….., of, etc ………………..make oath/solemnly affirm and say as follows:1. (In the case of service of petition on a company by leaving it with an officer or employee of the company at the registered office, at the principal or last known principal place of business of the company.) That I did on……………..day, the………………day of…………..19……….serve the above-named company with the above-mentioned petition by delivering to and leaving with (name and description,) an officer or employee of the said company, a copy of the above-mentioned petition, duly sealed with the seal of the court, at (office or place of business as aforesaid), at …………………..O' clock in the ……………….noon. 2. (In the case of no officer or employee of the company being found at the registered office or place of business.) That I did on………………….day, the……………….day of………….19……….having after the due diligence failed to find any officer or employee of the above-named company at (here state registered office or place of business) leave there a copy of the above-mentioned petition, duly sealed with the seal of the court, at……………O'clock in the……………noon (and where such sealed copy was left, e.g., affixed to door of office, or placed in letter box, or otherwise.) 3. (In the case of directions by the Judge or Registrar for substituted service.) That I did on……………………day, the……………..day of……………..19………….serve (name or names and description) with a copy of the above-named petition, duly sealed with the seal of the court, by delivering the same together with a true copy of the order for

substituted service dated……………..personally to the said……………., at (place) at………..O'clock in the…………………noon (or as the case may be). 4. (where the service is by registered post.) that I did on..............day, the………..day of……………..19………………..; send by pre-paid registered post addressed to the said company at (here state registered office or place of business) [or addressed to (name and description) as directed by the Judge or Registrar, a true copy of the above-mentioned petition, and the postal voucher and the acknowledgement received in respect of the same are annexed hereto. 5. The copy served is a copy of the said petition now produced and shown to me marked `A' Sworn/Solemnly affirmed, etc.

FORM NO. 5 (See rule 25) (Heading as in Rule 4) Company Petition No…………….of 19……………… Affidavit of service of petition/application on liquidator

In the matter of petition/application, dated………………….I,………………….of etc.,………………solemnly affirm and say as follows :That I did, on…………………day, the…………….day of………………….19……..serve (name and description) the liquidator of the above-named company, with a copy of the above-mentioned petition/application, duly sealed with the seal of the court, by delivering the same personally to the said……………..at (place), at................O'clock in the…………..noon (or by sending the same by registered post addressed to the said liquidator at…………..The postal receipt and acknowledgement are annexed hereto.) The copy served is a copy of the said petition/application now produced and shown to me marked `A'. Sworn/Solemnly affirmed, etc.

FORM NO. 6 (See rule 29) (Heading as in Rule-4) Company Petition No…………….of 19……………. Notice of intention to appear To ----------------------------------------------------Take notice that A.B. intends to appear at the hearing of the petition advertised to be heard on the………………….day of……………..19……………and to oppose (or support) such petition. (NAME) Sd/………………………. Dated……………………….. Address: Note.-Written statement, the affidavit 'and documents relied upon, if any should be served with the notice.

FORM NO. 7 (See rule 30) (Heading as in Rule 4)

Company Petition No……………..of 19………………… list of persons intending to appear

The following are the names of those who have given notice of their intention to attend at the hearing of the petition herein on the……………..day of…………….19………….. Name Address Name advocate, any of Opposing if Supporting

SD/………………………. Advocate for the Petitioner. Dated.............

FORM NO. 8 (See rule 37) (Heading as in Rule 4) Company Petition No………………..of 19…………… A.B. Ltd………………….(and reduced) Petitioners Petition under section 97 for confirming reduction of share capital. The Petition of A.B. Ltd. sheweth 1. The above-named company, the petitioner herein (hereinafter called the company') was registered on the……………day of……………….19………..under the provisions of the Companies Ordinance, 1984, as a company limited by shares. 2. The registered office of the company is situate at ......................................

3. The objects of the company are…………….etc. and other objects set forth in the memorandum of association thereof. 4. The capital of the company is Rs ………………..divided into shares of Rs……………..each, of which, ……………….shares have been issued and have been fully paid up or credited as fully paid up (or have been paid up to the extent of Rs ……………..per share). 5. Shortly after its incorporation, the company commenced business, and it has since been and is still carrying or, business. 6. By article(s) ……………..of the articles of association of the company, it is provided that the company may, from time to time, by special resolution, reduce its capital in any manner permitted by law. 7. (Set out reasons for reduction.) 8. By a special resolution of the company, duly passed in accordance with section 2(1) (36) of the Companies Ordinance, 1984, at a general meeting thereof, held after due notice as provided in the said Ordinance on the .................................................day of 19…….., it was resolved : (Here set out the resolution). 9. (Here set out whether the reduction of capital does or does not involve either the diminution of any liability in respect of unpaid capital or the payment to any sharesholder of any paid up capital, and whether the company has creditors or any class of them entitled to object.) 10. The form of the minute proposed to be registered under section 102 (1) is as follows (Here set out the proposed minute) 11. The petitioner, therefore, prays :(1) That the reduction of capital to be effected by the special resolution set, out in paragraph 8 above be confirmed ; (2) that the period for which the words "and reduced" added to the company's name be limited to………………..from the date of the order ; (or dispensed with for the reasons………………….) (3) that the proposed minute be approved ; and (4) that such further or other orders be made in the premises as to the Court shall seem fit. Dated...........................................

Advocate for the petitioner. Petitioner.

FORM NO. 9 (See rule 39) (Heading as in Rule 4) Company Petition No………….of 19…………. A.B. Ltd………………Petitioner Application No………………..of 19…………….. Before the Hon able Mr. Justice……………. Dated ....................... Order giving directions Upon the application of A.B. Ltd., the petitioner in the petition above-mentioned, and upon hearing Mr ………………….., advocate for the petitioner, and upon reading the said' petition filed on the .................................................day of…………..19…….., and the affidavit of……………filed on……..19……..and the several exhibits therein referred to, and it appearing that the special resolution for the reduction of the capital of the said company referred to in the said petition has been duly passed ; It is ordered that section 99 shall not apply to (here set out the class or classes of creditors to whom section 99 does not apply) and it is ordered that an inquiry be made to ascertain the debts, claims and liabilities of or affecting the said company as on the ................................... day of…………19……………..(other than the debts, claims or liabilities in respect of (here set out any debts, claims or liabilities which have been excluded from the provisions of section 99 by the earlier part of the order). And it is ordered that a list of creditors, of the said company to whom the inquiry extends be made out as on the said…………….day of…………..19………..and that the said list, and an affidavit verifying the same, be filed in the office of the Registrar within…………….days hereof.

And it is further ordered that notice in the prescribed form, of the presentation of the petition and of the list of creditors be inserted in…………..(here set out the newspapers) on or before the……….day of………..19……….. And it is further ordered that any creditor whose name does not appear in the list, but who claims to be entitled to be entered therein, or who claims to be a creditor, for a larger amount than that for which he is entered on such list, shall, on or before the .................................day of……………….19…………..send his name and address and the particulars of his debt or claim and the name and address of his advocate, if any, to this Court and the advocate of the company. And it is further ordered that a statement signed and verified by the advocate for the company, as to the result of the notice, and an affidavit by a competent officer or officers of the company as required by these rules be filed on or before the .........................day of……..19……… Dated this…………day of…………..19………. Registrar.

FORM NO. 10 (See rule 40) (Heading as in Rule 4) Company Petition No…………….of 19……………. A.B. Ltd………………….Petitioner List of creditors as on the…………….day of …………..19 S. No. Name, address & description Nature of debt or Amount or of creditor. claim estimated value of the debt or claim

SD/..............................................

Director, Secretary or other competent Officer of the company. The above list of creditors marked `A' was produced and shown to E.F., and is the same list of creditors referred to in his affidavit sworn/solemnly affirmed before me This………………day of……………..19………….. SD/Commissioner for oaths.

FORM NO. 11 (See rule 41) (Heading as in Rule 4) Company petition No……….of 19……………. A.B: Ltd…………………..Petitioner Affidavit verifying list of creditors I, E.F:, of……………etc. make oath (or solemnly affirm) and say as follows :1. I am the…………………….of the said company. 2. The writing now produced and shown to me and marked with the letter `A' contains a list of the creditors of, and persons having claims upon, the said company on the……….day of…………19…….., (the date fixed by the order made, in this matter, dated………………) together with their respective addresses and the nature and amount of their debts or claims and such list is to the best of my knowledge,, information and belief a true and accurate list of such creditors and persons having claims on the day aforesaid, and in cases of debts payable on a contingency or not ascertained, or any claims admissible to proof in a winding up, the values thereof as stated in such list, are, in my belief, just and proper estimates of the values of such debts and claims respectively. 3. To the best of my knowledge and belief there was not at the date aforesaid, any debt, claim or liability which, if such date were the commencement of the winding up of the said company, would be admissible in proof against the said company, other than and except the debts, claims and liabilities set forth in the said list and the debts, claims and

liabilities to which the inquiry directed by the order made herein and dated the…………day of………..19…………., does not extend. 4. I am enabled to make the above statements from facts within my knowledge as the……….of the said company, and from information derived upon investigation of the affairs and the books, documents and papers of the said company. Sworn/Solemnly. affirmed, etc. Deponent.

FORM NO. 12 (See rule 43) (Heading as in Rule 4) Company Petition No…………..of 19…………. A.B. Ltd…………..Petitioner Notice to creditors To -------------------------------------------------------

Notice is hereby given You are requested to take notice that a petition was presented in this Court, on the………………day of………….19………….., for confirming the reduction of the capital of the above company from Rs …………….to Rs…………and that by an order dated………………………19…………., an inquiry was directed as to the debts, claims and liabilities of the said company as on the………..day of………..19…….., [other than the debts, claims and liabilities in respect of (here set out the nature of the debts, claims or liabilities to which the inquiry does not extend)]. In the list of persons admitted by the company to have been on the said…………..day of………….19………..creditors of the company for debts, claims and liabilities to which such inquiry extends, (the name of …….etc./your name) is entered as a creditor for Rs ………… (the nature of the debt or claim to be stated).

If (the said claim/your claim) in respect of any such debt, claim or liability to have been, on the last mentioned day, a creditor to a larger amount than is stated above, you must, on or before the……..day of……….19………., send (his/your) name and address, the particulars of your claim and the name and address of your advocate; if any, to this Court and the advocate of the petitioners company at ................................................. In default of (his/your) so doing the above entry in the list of creditors will, in all the proceedings under the above petition to reduce the capital of the company, be treated as correct. SD/ Dated………………….. Registrar. Note.-In the case of notice by advertisement, this form may be adopted using the words above the line.

FORM NO. 13 (See rule 44) (Heading as in Rule 4) Company Petition No…………….of 19…………. A.B. Ltd…………….Petitioner Advertisement of petition and list of creditors

Notice is hereby given that a petition for confirming the reduction of the capital of the above company from Rs ………………..to Rs……………. was, on the…………….day of………….19……….., presented to this Court …………….. and by order dated the…………..day of……….19……..an inquiry was directed as to the debts, claims and liabilities of the said company as on the …………….day of………….19…………., other than debts, claims and liabilities in respect (here set out the nature of the debts, claims and liabilities to which the inquiry does not extend). A list of the persons admitted by the company to have been creditors thereof on the said date of debts, claims and liabilities to which the inquiry extends, may be inspected at the registered office of the company at………or at the office of Mr………….advocate for the company, at any time during usual business hours, on payment of a fee of ten rupees.

Any person who claims to have been on the said………….19…………,and still to be, a creditor of the company in respect of any such debt, claim or liability, and who is nut entered on the said list and claims to be so entered, must, on or before the…………….day of…………19……………, send in his name and address; and the particulars of his claim and the name and address of his advocate (if any) to this Court and the advocate of the company. In default thereof, he will be precluded from objecting to the proposed reduction of capital. Dated………………day of…………..19…….

Sd/Registrar. FORM NO.14 (See rule 45) (Heading as in Rule 4) Company Petition No……………….of 19……………….. A.B. Ltd………………….Petitioner Affidavit as to the result of notices issued I, C.D., advocate for the company, state as follows :1. I have in the list now produced and shown to me and marked 'E' set forth all claims, the particulars of which have been sent to me pursuant to the notice referred to as Exhibit 'B' in the affidavit of…………….filed on the………………….day of………….19…………., by persons claiming to be creditors of the said company for larger amounts than are stated in the list of creditors marked 'A' referred to in the affidavit of ........................................... [(or) No person has sent in to me pursuant to the sai4 notice 'B' a claim to be entered on the said list for a larger sum than that in respect of which he is entered in the said list 'A'.] 2. I have in the list now produced and shown to me and marked 'F' set forth all claims the particulars of which have been sent in to me pursuant to the notice referred to in paragraph 2 of the affidavit of………………filed on the…………….day of……………….19………..,by persons whose names do not appear in the list of creditors marked 'A' aforesaid, but who claim to be creditors of the said company as on the…………….19………….., and to be entered on the said list.

[(or) No claims have been sent to me pursuant to the notice referred to in para 2 of the affidavit of…………..filed the………….day of……………..19………, by persons not entered on the said list 'A aforesaid, and claiming to be so entered.] I declare that the statements are true to my knowledge.

SD/Advocate for the company. I, E.F, Managing Director of the said company, etc., do make oath solemnly affirm and say as follows :1. I have in the first part of the said list marked 'E' (now produced and shown to me) and also in the first part of the list marked 'F' (now produced and shown to men respectively set forth such of the said debts and claims as are admitted by the said company to be due wholly or in part, and how much is admitted in respect of such of the same debts and claims respectively as arc not wholly admitted, and such of the same debts and claims as the company contends are wholly, or as to any and what part thereof', not included in the inquiry in this matter. 2. I have in the second part of the said lists marked 'E' and 'F' set forth such of the, debts and claims as are wholly disputed by the said company, and such of the same debts and claims as the company contends would, even if admitted, be wholly, or as to any and what part thereof, not included in the inquiry in this matter. In the said lists marked `E' and `F' are distinguished such of the debts the full amounts whereof are proposed to be appropriated in such manner as the Judge shall direct. The Exhibits now produced and shown to me and marked G to Gn are the receipts and the written consents of such of the persons as have been paid by the said company, or have consented to the proposed reduction of the share capital. The said company is willing to set apart and appropriate the full amount of the debts, claims and liabilities specified in the said list 'A' and in the said Exhibits `E' and 'F' in respect of which consents have not been obtained or which the said company has not paid or discharged. All rents, rates, taxes, salaries, wages and other incidental expenses current on the said…………………day of……………..19………….., and since become due have been paid and discharged by the said company.

Sworn/Solemnly affirmed, etc.

(S.D.) E.F

EXHIBIT 'E' List of debts and claims of which the particulars have been sent in by persons claiming to be creditors of the said company for larger amounts than are stated in the list of creditors made out by the company. FIRST PART Debts and claims wholly or partly admitted by the company Particulars Total Name, address and of debt or amount claimed claim description of creditor Amount admitted by the company to be within the enquiry and to be owing to creditor 4 Debts proposed to be appropriated in full although disputed Amount admitted by the company to be owing but which it is contended are not within the enquiry 6

1

2

3

5

SECOND PART Debts and claims wholly disputed by the company. Name address Particulars and description of claim of claimant, Total amountclaimed Debts proposed to be appropriated in full although disputed Amounts which even if admitted it is contended would not be within the enquiry 5

1

2

3

4

EXHIBIT F List or debts and claim, the particulars of which have been sent in by persons claiming to be creditors of the company and to be entered on the list of creditors made out by the company. Parts 1 and 2 as in Exhibit 'E' The above lists marked 'E' and 'F' were shown to C.D., and E.F., and are the same as referred to in their respective statement and affidavit. Sworn/Solemnly affirmed before me this……………….day of…………….19…….

SD/Commissioner for oaths.

FORM NO. 15 (See rule 45) (Heading as in Rule 4) Company Petition No…………..of 19………………. A.B. Ltd………………Petitioner Affidavit of person who sent notices I, X.Y. of……………….. etc., do make oath/solemnly affirm and say as follows :1. I did on the……………………..day of…………….19………….., serve a true copy of the notice now produced and shown to me and marked B upon each of the respective persons whose names, addresses and description appearing in the first column of the list of creditors marked A referred to in the affidavit of ...........................................filed on

the…….day of…………..19…………., by sending such copies by prepaid registered post to their respective addresses appearing in the said list and the postal receipts now produced and shown to me and marked C to………..are the receipts granted by the post office for the said registered letter. A true copy of the notice now produced and shown to me and marked D has appeared in the (state the paper) of the……………..day of………….19……..and, etc. Sworn/Solemnly affirmed, etc. SD/Deponent.

FORM NO. 16 (See rule 46) (Heading as in Rule 4) Company Petition No…………………..of 19……………. A.B. Ltd…………………..Petitioner. Notice to creditors to establish his title/prove.

To ---------------------------------------------------------------You are hereby required to come in and prove (or), establish your title to be entered in the list of creditors in this matter in respect of the debt claimed by you against the above company, by filing your affidavit and sending a copy thereof to this Court of Mr………………………….. advocate for the company on or before the…………………..day of…………….19………..and you are to attend in person or by advocate before the Company Judge on……………….day of……….19………at…………….O'clock in the……………..noon, being the time

appointed for hearing and adjudicating upon the claim, and produce your evidence relating to your claim. In default of your complying with the above directions, you will be precluded from objecting to the proposed reduction of the capital of the company or [be treated as a creditor for such amount only as is set against your name in the list of creditors in all proceedings relating to the proposed reduction of capital.] Dated this……………..day of………………….19…………. SD/Registrar. FORM NO. 17 (See rule 49) (Heading as in Rule 4) Company Petition No………………of 19…………. A.B. Ltd………………..Petitioner. Advertisement of hearing of petition. Notice of the hearing of application. Notice is hereby given that a petition has been filed in this Court on the .............day of……….19………, for confirming a resolution and that it will be heard before the Company Judge on the……………………day of……………….19………. SD/Registrar.

FORM NO. 18 (See rule 52) (Heading as in Rule 4) Company Petition No…………….of 19…………….. Before the Hon'able Mr. Justice.............................

Order confirming reduction of capital and approving minute Upon the petition of A.B., presented on………………..day of………….19……..upon hearing Mr …………….advocate for the petitioner, and upon reading the said petition and the affidavit in support thereof………………..filed the…………..day of……….19…….., and the exhibits therein referred to, the order……….made on the……….day of………….19……….., directing an inquiry into the debts and liabilities of the said company, the certificate dated……………19………, signed by the Judge setting out the result of the settlement of the list of creditors in pursuance of the said inquiry, and upon perusing (here set out the newspapers) containing the notice of the date of hearing of this petition, and upon hearing Mr……………..advocate for the creditor(s) and Mr…………………advocate for the shareholders [or (where there is no appearance) none of the creditors are shareholders appearing to person by advocate), and the Court being satisfied with respect to every creditor entitled to object to the reduction that either his consent to the reduction has been obtained or his debt or claim has been discharged or has determined or has been secured, THIS COURT DOTH ORDER: (1) That the reduction of the share capital of the above company resolved on and effected by the special resolution passed at a general meeting of the said company held on the …………day of………..19……….., which resolution was in the words and figures following, viz. (Here set out the resolution) be and the same is hereby confirmed. (2) That the minute set forth in the schedule hereto be and is hereby approved. (3) That a certified copy of this order including the minute as approved be delivered to the Registrar of Companies within……………days from this date. (4) That notice of the registration by the Registrar of Companies of this order and of the said minute be published once each in the (here mention the name of the Official Gazette) and in (set out the newspapers) within…………………days of the registration aforesaid.

(Note.-Where the Court confirms the reduction subject to any terms and conditions, such "...'terms and conditions should be set out, as well as any directions that the Court may think fit to give regarding the use of the words "and reduced" or the publication of the reasons for reduction, the order being suitably recast in such cases.)

[Date of the order to be the date of the approval of the minute.]Dated this……day of…….19

SCHEDULE (Here set out the minute) (By the Court) Registrar.

FORM NO. 19 (See rule 60) (Heading as in Rule 4), Company Petition No………………….of 19………….. connected with Company Application No………………of 19…………. A.B. Ltd. (in liquidation, by its liquidator[to be inserted where the company is being wound up].............................) Petitioner Petition to sanction compromise or arrangement

The petition of A.B. Ltd., ([to be inserted where the company is being wound up]in liquidation, by its liquidator) the petitioner abovenamed is as follows 1. The object of this petition is to obtain sanction of the Court to a compromise or arrangement whereby (here set out the nature of the compromise, or arrangement). 2. The company was incorporated under the………………..Act/Ordinance with a nominal capital of Rs ………………divided into………………….shares of Rs……………..each, of which…………..shares were issued and Rs……………….was paid up on each share issued. 3. The objects for which the company was formed are as set forth in the company's memorandum of association. They are in brief (Set out the principal objects): 4. Here set out the nature of the business carried on by the company, its financial position and the circumstances that necessitated the compromise or arrangement and the benefits 'sought to be achieved by the compromise or arrangement and its effect. 5. The compromise or arrangement was in the following terms :-

(Here set out the terms of the compromise or arrangement). Note.-If the company is being wound up, say so. If any modifications were made in the compromise or arrangement at the meeting, they should be setout in a separate paragraph. 6. By an order made in the above matter on…………………19………….the petitioner was directed to convene a meeting of (here set out the class of creditors or members of whom the meeting was to be held) of the company for the purpose of considering and, if thought fit, approving, with or without modifications, the said compromise or arrangement, and the said order directed that E.F, or failing him, X.Y, should act as chairman of the said meeting and should report the result thereof to this Court. 7. Notice of the meeting was sent individually to the (Here mention the class of creditors or members to whom the notice was sent) as required by the order together with a copy of the compromise or arrangement and of the statement required by section 286 and a form of proxy. The notice of the meeting was also advertised as directed by the said order in (here set out the newspapers). 8. On the……………….19……. a meeting of (here mention the class of creditors or members whose meeting was convened) of the company duly convened in accordance with the said order, was held at………..and the said E.F, acted as the chairman of the meeting. 9. The said E.F., has reported the result of the meeting to this Hon'able Court. 10. The said meeting was attended by (here set out the number of the class of creditors or members, as the case may be, who attended the meeting either in person or by proxy), and the total value of their (here mention debts, debentures or shares, as the case may be) is Rs …………………..(in the case of shares, the total number and value of the shares should be mentioned). The said compromise or arrangement was read and explained by the said E.F, to the meeting and it was resolved unanimously (or by a majority of………………votes against…………….votes) as follows :(Here set out the resolution as passed). 11. The sanctioning of the compromise or arrangement will be for the benefit of the company. 12. Notice of this petition need not be served on any person. The petitioner, therefore, prays (1) That the said compromise or arrangement may be sanctioned by the Court so as to be binding on all the (Here set out the class of creditors or members of the company on

whom the compromise or arrangement is to be binding) of the said company and on the said company. (2) Or such other order may be made in the premises as to the Court shall seem fit. Verification, etc. Petitioner.

(Note.-The affidavit in support should verify the petition and prove any' matters not proved in any prior affidavit, such as advertisement, holding of meetings, posting of notices, copies of compromise or arrangement and proxies, etc., and should exhibit the report of the chairman and verify the same.)

FORM NO. 20 (See rule 62) (Heading as in Rule 4) Company Petition No……………….of 19………. connected with Company Application No………….of 19……….. A.B. Ltd. ([To be inserted where the company is being woundup.]in liquidation, by its liquidator) ........................... petitioner Before the Hon'able Mr. Justice.................... Dated……………. Order on petition The above petition coming on for hearing on…………….. upon reading the said petition, the order dated ………………whereby the said company (or, liquidator of the said company), was order to convene a meeting (or separate meeting) of the creditors/debenture holders/preference shareholders/equity shareholders of the above company for the purpose of considering, and if thought fit, approving, with or without modification, the compromise or arrangement proposed to be made between the said company and ……………..and annexed to the affidavit of………………….filed the………………day of ……………..19……….. the…………Gazette dated……………..and the (here mention the newspaper) dated…………….each containing the advertisement of the said notice convening the said meeting(s) directed to be held by the said order dated………………19…………, the affidavit of…………….filed the………..day of……….19…….., showing the publication and

despatch of the notice convening the said meeting(s), the report(s) of the chairman/ chairmen of the said meeting(s) (respectively) dated……………as to the result of the said meeting(s), (and upon hearing Mr……………advocate for…….etc.) and it appearing from the reports) that the proposed compromise or arrangement has been approved ……………..(here state whether unanimously or by a majority of not less than three-fourths in value of the creditors or class of creditors or members or class-of members, as the case may be, present and voting in person or by proxy). This Court doth hereby sanction the compromise or arrangement set forth in para ……………….of the petition herein and in the schedule hereto, and doth hereby declare the same to be binding on……………(here enter the class of creditors or members on whom it is to be binding) of the above named company and also on the said company (and its liquidator[To be inserted where the company is being woundup.]). Where, the compromise or arrangement has been approved with modifications, it should he so stated. And this Court doth further order :(Here enter any directions given or modifications made by the Court regarding the carrying out of the compromise or arrangement.) That the parties to the compromise or arrangement or other persons interested shall be at liberty to apply to this Court for any directions that may be necessary in regard to the working of the compromise or arrangement, and That the said company (or the liquidator of the said company) do file with the Registrar of Companies a certified copy of this order within…………..days from this date. 'SCHEDULE Scheme of compromise or arrangement as sanctioned by the Court. Dated this……….day……….of……….19 (By the Court) Registrar.

FORM NO. 21 (See rule 65) (Heading as in Rule 4) Company Petition No…………….of 19………..

Application No……………..of 19………….. [To be inserted where an application is made.] ..............................Applicant. Before the Hon'able Mr. Justice………….. Dated………………………. Order under section 287 Upon the above petition (and application)[ To be inserted where the company is being wound up.] coming on for further hearing on………….upon reading, etc., and upon hearing etc. THIS COURT DOTH ORDER (1) That all the property, rights and powers of the transferor company specified in the First, second and third parts of the Schedule hereto and all the other property, rights and powers of the transferor company be transferred without further act or decd to the transferee company and accordingly the same shall pursuant to section 287(2) of the Companies Ordinance 1984 be transferred to and vest in the transferee company for all the estate and interest of the transferor company therein but subject nevertheless to all charges now affecting the same [other than (here set out any charges which by virtue of the compromise or arrangement are to cease to have effect)]; and (2) That all the liabilities and duties of the transferor company be transferred without further act or deed to the transferee company and accordingly the same shall pursuant to section 287(2) of the Ordinance, be transferred to and become the liabilities and duties of the transferee company ; and (3) That all proceedings now pending by or against the transferor company be continued by or against the transferee company ; and (4) That the transferee company do without further application allot to such members of the transferor company as have not given such notice of dissent as is required by clause…………………of the compromise or arrangement herein the shares in the transferee company to which they are entitled under the said compromise or arrangement ; and (5) That the transferor company do within…………days after the date of this order cause a certified copy of this order to be delivered to the Registrar of companies for registration and on such certified copy being so delivered the transferor company shall be dissolved[Where the Court directs that the transferor company should be dissolved from any other date, the clause should be altered accordingly.]and the Registrar of Companies shall place all documents relating to the transferor company, and registered with him on

the file kept by him in relation to the transferee company and the files relating to the said two companies shall be consolidated accordingly ; and (6) That any person interested shall be at liberty to apply to the Court in the above matter for any directions that may be necessary. SCHEDULE PART I (Insert a short description of the freehold property of the transferor company). PART II (Insert a short description of the leasehold property of the transferor company). PART III (Insert a short description of all stock, shares, debentures and other choses in action of the transferor company). Dated this……………..day of………..19……….(By the Court). Registrar.

FORM NO. 22 (See rule 69) (Heading as in Rule 4) Company Petition No………..of 19……. Name(s)…………………….Petitioner(s) Petition by minority shareholders under section 290 The petition of [full name, description and address of the petitioner(s)] showeth as follows :(1) The address of the petitioner(s) for service of all notices, processes, etc., is that of his (their) advocate at ..............................................

(2) The…………….. Ltd, above-mentioned (hereinafter called the company') was incorporated on ………………..under the provisions of the (Companies Ordinance, 1984). (3) The registered office of the company is situate at ................................... (4) The nominal capital of the company is Rs ………………..divided into…………shares of Rs…………..each. The amount of capital paid up or credited as paid up is Rs ……………….. (5) The objects for which the company was established are as follows :and other objects set forth in the memorandum of association of the company annexed hereto. (6) Here set out the facts showing that the petitioner(s) has (have) a right to apply. (7) Here set out in numbered paragraphs the facts on which the petitioners) relies (rely) to show that the affairs of the company are, being conducted in a manner oppressive to a part of the members of the company (including the petitioner(s). (conclude as follows) In these circumstances, the petitioner(s) submits (submit) that the affairs of the company are being conducted in a manner oppressive to a part of the members of the company including the petitioner(s), and that while it would be just and equitable that the company should be wound up, to do so would unfairly prejudice the petitioner(s) and that part of the members. (1) (here set out the remedy sought). (2) Or, such other order may be made in the premises as shall be just. SCHEDULE (Here enter the names and addresses of the members who have given their consent to the petition being presented on their behalf, and where the company has a share capital, the number of shares held by each of them and whether all the calls or other sums due on their shards have been paid, as follows : S. No. Name member of Address No. of shares Whether all held calls and other sums due on shares have been paid

1

2

3

4

5

Advocate for the petitioner(s) Dated ..........

Petitioner(s)

Note :-Where the petition is presented on behalf of the members set out in the schedule, the letter of consent given by them should he annexed to the petition.

FORM NO. 23 (See rule 69) (Heading as in Rule 4) Company Petition No…………………of 19………… Name(s)....................................Petitioner(s) Petition under section 290 for relief against mismanagement. The petition of [full name, description and address of the petitioners)], showeth as follows :Paras. 1 to 6 as in Form No. 22. 7. (Here set out in numbered paragraphs the facts showing that the affairs of the company are being conducted in a manner prejudicial to the interests of the company or that a material change has taken place in the management or control of the company and that by reason of such change, it is likely that the affairs of the company will be conducted in a manner prejudicial to the interests of the company), In these circumstances the petitioner(s) prays (pray) as follows :-

(1) Here set out the remedy or remedies sought. (2) Or, such other order may be made in the premises as shall be just. SCHEDULE (Here enter the names and addresses of the members who have given their consent to the petition being presented on their behalf, and where the company has a share capital, the number of shares held by each of them and whether all the calls or other sums; due on their shares have been paid, as follows :S. No. Name member of Address No. of shares Whether all held calls and other sums due on shares have been paid 4 5

1

2

3

Advocate for the petitioner(s) Dated………………………

Petitioner(s)

Note :-Where the petition is presented on behalf of the members set out in the schedule, the letter of consent given by them should be annexed to the petition.

FORM NO. 24 (See rule 75) (Heading as in Rule 4) Company Petition No…………….of 19……….Petitioner Petition for winding up (General Form) The petition of (here insert full name, description, occupation and address of petitioner) sheweth :-

(1) The address of the petitioner above named for the service of all notices, processes, etc., is that of his advocate Mr ............................................................................ at............................................................ (2) The company above named, viz …………………………(hereinafter referred to as `the company') was incorporated on…………….19……..under the Companies Ordinance, 1984 as a public (private) company limited by shares/limited by guarantee/as an unlimited company. (3) The registered office of the Company is situate at……………….. (4) The nominal capital of the company is Rs ………………..divided into……….shares of………..each. The amount of capital paid up or credited as paid up is Rs ………..(or as the case may be). (5) The objects for which the company was established are (here set out the main object) and other objects set forth in the memorandum of association thereof. 6, 7, 8, etc. (Here set out in numbered paragraphs, as may be necessary, the facts on which the petitioner relies in support of the petition. Where the petitioner is a contributory. the petition should state whether the conditions in clauses (a) or (b) of....................................section 309 are satisfied. Where the petition is presented by the Registrar of Companies or by the Authority or by a person authorised by the Authority…………….the order of sanction or authorisation as the case may be……….should be annexed to the petition. Where the company is already being wound up voluntarily or subject to the supervision of the Court, the facts showing that the voluntary winding up or winding up subject to the supervision of the Court, as the case may be, cannot be continued with due regard to the interests of the creditors or contributories or both, should be set out. After setting out the facts, conclude as follows : The petitioner, therefore, prays as follows :(1) That the………………Co……………, (Ltd.) be wound up by the Court under the provisions of the Companies Ordinance, 1984 and (2) Such other order may be made in the premises as shall be just: (Advocate for the petitioner.) Dated……………. (Petitioner).

Note :-It is intended to serve this petition on………………………………

FORM NO. 25 (See rule 75) (Heading as in Rule 4) Company Petition No…………..of 19………. .................................................Petitioner Petition by creditor

The petition of (insert full name, description, occupation and address of petitioner) sheweth as follows :Paras. 1 to 5 as in Form No. 24 . 6. The company is indebted to the petitioner in the sum of Rs…………..for (state consideration for the debt, with particulars, showing that the debt claimed is due.) [Where the petitioner is an assignee of a debt due by the company, say so, and set out the particulars of the debt, the date of the assignment. whether notice of the assignment was given to. the company, and if so, the date of such notice.] 7. The petitioner appealed to the company for the payment of his debt by his notice of demand signed and dated …………….served on the company at its registered off-ice on………………by registered post (or, set out the manner of service, if it was otherwise than by registered post), but the company has failed, and neglected to pay the' same or any part thereof. If the ground of the petition is that execution or other process issued on a decree or order of any court in favour of the petitioning creditor was returned unsatisfied in whole or to part set out the particulars relating to the decree and the execution or other process which has been returned unsatisfied in whole or in part. 8. The company is insolvent and unable to pay its debts. (Where the company is being already wound. up voluntarily or subject to the supervision of the Court, set out the facts showing that the voluntary winding up or winding up subject to the supervision of the Court cannot be continued with due regard to the interests of the creditors.) 9. The petitioner therefore prays as follows :(1) That the………………Co., Ltd. may be wound up by the Court under the provisions of the Companies Ordinance, 1984 and

(2) Such other order may be made in the premises as shall be just. Advocate for the petitioner. Petitioner.

FORM NO. 26 (See rule 75) (Heading as in Rule 4) Company Petition No……………..of 19……….. …………..Co., Ltd………………….Petitioner Petition by company The petition of ………………………..Co., Ltd., the petitioner herein, sheweth as follows :Paragraphs 1 to 5 as in Form No. 24. 6. By a special resolution of the company duly passed in accordance with………….the Companies Ordinance 1984. at a general meeting thereof, held on the………………….day of……………19……….after due notice as provided in the Ordinance, it was resolved unanimously (or, by a majority of ..............votes against………….votes) as follows :(Here set out the resolution) (Here set out in paragraphs the facts relating to the financial position of the company and the circumstances that have led to the passing of the special resolution.) 7. The petitioner therefore prays as follows :(1) That the …………………….Co., (Ltd.) may be wound up by the Court under the provisions of the Companies Ordinance, 1984 and (2) Such other order may be made in the premises as shall be just. Advocate for the petitioner. Petitioner.

Note :-The particulars of assets and liabilities and business operations and the suits and proceedings pending against the company should be furnished alongwith the petition.

FORM NO. 27 (See rule 78) (Heading as in Rule 4) Company Petition No………….of 19……….., ...............................................Petitioner. Advertisement of petition. Notice is hereby given that a petition for the winding up of the above named company by the………………Court………………was on the………….day of…………19………, presented to the said Court by the said company (or, where the petition was not presented by company, state the name and address of the petitioner and the capacity in which he presents the petition, e.g. creditor, contributory, etc.) and that the said petition is directed to be heard before the Court on the………day of………19…………….. Any creditor, contributory or other person desirous of supporting or opposing the making of an order on the said. petition should send to the Court and the petitioner or his advocate notice of his intention signed by him or his advocate with his name and address, so as to reach the Court and the petitioner or his advocate not later than……….days before the date fixed for the hearing of the petition, and appear at the hearing for the purpose in person or by his advocate. A copy of the petition will .be furnished by the Court/petitioner to any creditor or contributory on payment of the prescribed charges for the same. A written statement and affidavit intended to be used in opposition to the petition should be tiled in Court. and a copy served on the petitioner or his advocate, not less than…………..days before the date fixed for the hearing. Advocate for petitioner.

FORM NO. 28 (See rule 85)

(Heading as in Rule 4) Order appointing Provisional Manager Upon the application of etc………………..and upon hearing Mr……………for the applicant and Mr……………..for the company it is ordered that .................................................... (1) Mr. A. B. be and hereby is appointed Provisional Manager of the said company pending disposal of the petition or till further orders of the Court ; (2) the said Mr. A. B. do in respect of such appointment as Provisional Manager furnish security of Rs …………….to the satisfaction of the Registrar (in his own bond) on or before the…………….day………..of 19………; (3) the powers of the said Provisional Manager be limited and restricted to the doing of the following acts ; (4) he do take possession of the properties and assets of the company mentioned in the schedule hereto. SCHEDULE

Registrar

FORM NO. 29 (See rule 88) (Heading as in Rule 4) Order for winding up by Court where no Official Liquidator is appointed. Upon the petition of…………. filed on the day of…………….19……….Upon hearing Mr………………for the petitioner, Mr…………….for the Company. Mr……………...for the creditors (or contributories) Supporting the petition, Mr…………….for the creditors (or contributories) opposing the petition and upon reading the petition and the affidavit of ............................solemnly sworn on……………..day of……………19…………, and the Official Gazette, dated

…………………..and the (here insert papers) dated ………………..each containing an advertisement of the said petition, it is ordered that the said company be wound up by this Court under the provisions of the Companies Ordinance, 1984 and that official receiver of this Court do forthwith take charge of the assets and properties of the said company and the petitioner do advertise within……………….days from this date a notice in Form No. 31 in one issue of and issue(s) of .................................

Registrar. Note: A copy of this order should be served on the company and on the Registrar of Companies by the Petitioner.

FORM NO. 30 (See rule 88) (Heading as in Rule 4) Order for winding up where an official liquidator is appointed simultaneously It is ordered that (1) the said company he wound up by this Court under the provisions of the Companies Ordinance, 1984. (2) the said petitioner do advertise within……………….days from this date a notice in Form No. 31 in issue(s) of……………..and issue(s) of ………….. (3) Mr. A. B. (the Provisional Manager herein) is appointed as Official liquidator of the said company ; (4) the said Mr. A. B. do, in respect of such appointment as official liquidator, on or before the day of…………….19……………give security to the satisfaction of the Registrar with two sureties (in his own bond) for Rs ……………….; (5) the said Mr. A. B. do open an account in the name of the "Official Liquidator of…………..Company Limited in Liquidation" in the…………..Bank Limited and do deposit in such bank all moneys, securities, etc. received by him except a sum of Rs ………………which the said Official Liquidator may keep with him for current expenses;

(6) the said Mr. A. B. do file into Court his accounts on the day of .................and………………day of…………in each year as prescribed by rules…………framed under the Companies Ordinance, 1984 (and any other direction by the Court to be set out) : It is further ordered that the powers of the said Mr. A. B. be limited to the doing of the following acts till he gives security as directed in paragraph 4 above and that, in default of the said Mr. A. B. giving security on or before the Said of……….19…….the petition be placed for the orders of the Court on the …………….. day of…………….19…… Dated this…………………….day of…………..19.......... Registrar (O.S.) Note.-A copy of this order should be served on the company and on the Registrar of Companies by the petitioner.

FORM NO. 31 (See rule 92) (Heading as in Rule 4) Advertisement of order to wind up. By an order made by this Court in the above matter dated the……………….day of………..19……….., on the petition of the……………….it was ordered that the said company be wound up by this Court under the provisions of the Companies Ordinance, 1984. Sd/-

FORM NO. 32 (See rule 98) (Heading as in Rule 4) Recognizance of the Provisional Manager/official liquidator and sureties Know all men by these presents that we[State here the names of the Provisional Manager/official liquidator and the sureties.] ............................. are held and firmly bound, jointly and severally, unto the Registrar of this Court for the time being or his

successors in office or assigns in the sum of Rupees………….. to be paid to the said Registrar, his successors in office or assigns, for which payment well and truly to be made we do bind overselves, and each and every of us jointly and severally, our and each and every of our heirs, executors and administrators, firmly by these presents. Dated this…………………..day of………………….19,……………… Now the condition of this obligation is such that if the above bounden Provisional Manager/official liquidator (his executors or administrators or any of them) do and shall duly account what he shall receive or become liable to pay as such Provisional Manager/official liquidator of the said company at such periods and in such manner as this Court shall appoint and pay the same as this Court hath by the order dated the………………day of………………19………………directed or shall hereafter direct and shall, so long as he shall continue as such Provisional Manager/official liquidator, duly and faithfully in all respects do discharge the duties and obligations which shall devolve upon him as such Provisional Manager/official liquidator and file and pass his accounts at the times and in the manner required by the rules of this Court or as the Court may direct and obey and catty out all the directions contained in the aforesaid order and all other orders which may hereafter be made by this Court in the premises ; Then this obligation shall be void and of no effect or otherwise it shall remain in full force.

FORM NO. 33 (See rule 103). (Heading as in Rule 4) Company Petition No…………..of 19………. ....................................................Petitioner Notice to submit statement of affairs and attend Provisional Manager/Official Liquidator. To -----------------------------------------------

Take notice that a winding-up order was made on the………………day of………………19………………, (or by an order dated the………………day

of………………19……………I was appointed Provisional Manager of the above-named company and that in pursuance of the provisions of the Companies Ordinance, 1984 and the rules made thereunder, I as the Provisional Manager/Official………………Liquidator of the said company, require you to submit to me, within 21 [Where the time has been extended by the Court or the Provisional Manager/Official Liquidator, the extended time should be substituted.] days from the date of the said winding up order (or the said order appointing me as Provisional Manager) a statement of affairs in duplicate of the said company. Forms and instructions for the preparation of the said statement of affairs can be obtained of me at my office. Dated this……………….day of……………….19……………….

SD/Official Liquidator (or Provisional Manager) FORM NO. 34 (See rule 104) (Heading as in Rule 4) Company Petition No……………….of 19……………… Application No……………….of 19………………. ......................... Official Liquidator ……………….Applicant. VERSUS ……………….……………….Respondent Before the Hon'ble Mr. Justice……………….……… Dated ....................................... Order on application by Official Liquidator under section 328(2) Upon the application of Mr…………………..the Official Liquidator, by summons dated……………….and upon hearing the applicant, and the respondent not appearing either in person or by advocate,, though duly served with the summons, as by affidavit

appears (or upon hearing Mr………………., advocate for the respondent), upon reading the order to wind up the above-mentioned company (or the order appointing Provisional Manager dated……………….and the affidavit of……….filed on the ………………….day of………..19………….THIS COURT DOTH ORDER. That the said…………..the respondent herein formerly (a director, etc.) of the said company, do within ……………days front this date (or from the date of service upon him of this order[To be included where the order is not made in the presence of the respondent.]) submit and verify (or concur in and verify.), a statement of the affairs of the said company, pursuant to the provisions of section 328 of the said Ordinance and these rules. That the said…………………,respondent here in, do attend on the Provisional Manager/Official Liquidator at his office, at such times as the Provisional Manager/ Official Liquidator may appoint and give him all the information he may require as to the affairs of the company. And this Court doth further order that the said respondent do pay to the applicant his costs (or the sum of Rs ………….fixed as his costs) of this application. Dated this……………….day of……………..19……….[To be included where the order is not made in the presence of the respondent.]. Registrar.

FORM NO. 35 (See rule 106) (Heading as in Rule 4) Company Petition No………….of 19……….. Statement of affairs under section 328 Statement of affairs of the above-named company as on the ................................day of……………19…………., the date of the winding up order (or the order appointing Provisional Manager or the date directed by the Official Liquidator). I/We………………..of…………………..do solemnly affirm and say that the statement made overleaf and the several lists hereunto annexed marked 'A' to 'I' are to the best of my/our knowledge and belief a full, true and complete statement as to, the affairs of the

above-named company, on the……………………day of…………….19……………., the date of the winding up order (or the order appointing Provisional Manager or the date directed by the Official Liquidator), and that the said company carries/carried on the following business : (Here set out nature of company's business). Signature. Sworn/Solemnly affirmed at………………this…………..day of……………..19……., Before me.

STATEMENT OF AFFAIRS AND LISTS TO BE ANNEXED Statement as to the affairs of……………….Ltd., on the…………….day of…………19………., being the date of the winding up order (or order appointing Provisional Manager or the date directed by the Official Liquidator as the case may be) showing assets at estimated realisable values and liabilities expected to rank :-Assets at specifically pledged (as per list `A') 1 Balance at Bank Cash in hand Marketable Securities Bills Receivable Trade Debtors Loans & Advances Unpaid Calls Stock-in trade Work in Progress Freehold property, Land & Buildings . Leasehold property . Plant & Machinery . Furniture, fittings, Utensils, etc Investments other than marketable securities Livestock Vehicles, etc Other property, viz., *Note.-All assets specifically mortgaged, pledged or otherwise given as security should be included under this head. In the case of goods given as security, those in possession of the company and those not in possession should be separately set out. Estimated values 2 Rs. realisable

*Assets specifically pledged(as per list 'B')

(a) Estimated realisable values Rs.

(b) Due to secured creditors

(c) Deficiency ranking as unsecured Rs.

Surplus carried to last column

Rs.

Rs.

Estimated surplus from assets specifically pledged…………………. Estimated total assets available for preferential creditors, debenture holders secured by a floating charge, and unsecured creditors* (carried forward) ....................... Rs. (d) Rs. _____ Gross Assets Rs

Summary of Gross Assets. Gross realisable value of assets specifically pledged Other Assets

Estimated total assets available for preferential creditors, debenture holders secured by a floating charge, and unsecured creditors* (brought forward). Rs. (e) Liabilities Gross liabilities, Rs. (to be deducted from surplus or added to deficiency as the case may be) Secured creditors (as per list 'B') to the extent to which claims are estimated to be covered by assets specially pledged [item (a) or (b) on preceding page, whichever is the less] (Insert in 'Gross Liabilities' column only) Preferential creditors (as per List 'C') Estimated balance of assets available for Debenture holders secured by a floating charge and unsecured creditors* Rs. Debenture Holders secured by a floating charge (as per List 'D') Estimated Surplus/Deficiency as regards Debenture Holders* Rs. Unsecured Creditors (as per List 'E')

Estimated unsecured balance of claims of creditors* partly secured on specific assets, brought from preceding page . . . . . . . . (c) …………………. Trade Accounts …………………. Bills Payable …………………. Outstanding Expenses. …………………. Contingent liabilities (state nature) ………………….Rs. Estimated Surplus/Deficiency as regards Creditors* [being difference between Gross Assets brought from column.(d) and Gross Liabilities as per column (e)] Rs. Rs. Issued and Called-up Capital

............................preference shares of............................each . ............................Called-up (as per List 'F') ............................equity shares of ............................each. .............................Called-up (as per List 'G') Estimated Surplus/Deficiency as regards Members* (as per List 'H') Rs.

*These figures must be read subject to the following notes :(1) (f) There is no unpaid capital liable to be called up, or (g) the nominal amount of unpaid capital liable to be called up is Rs ................ estimated to produce Rs ............................which is/is not charged in favour of Debenture Holders [Strike out (f) or (g).] (2) The estimates are subject to costs of the winding up and to any surplus or deficiency on trading pending realisation of the assets.

LIST 'A'………………..ASSETS NOT SPECIFICALLY PLEDGED Statement of Affairs :-List 'A'

Full particulars of every description of property not specifically pledged and not included' in any other list are to be set forth in this list. Full statement property and nature of Book value. Rs. Ps. Estimated produce Rs. Ps to

State name of Balance at Bank Bankers Cash in hand Marketable Securities, viz. Bills Receivable (as per Schedule I) Trade Debtors (as per Schedule II) Loans & Advances (as per Schedule III) Unpaid Calls (as per Schedule IV) . State nature Stock in Trade (as per Schedule V) State nature Work in Progress Freehold property, viz., Leasehold property, viz., Plant & Machinery, viz., Furniture, Fittings, Utensils, etc. Patents, Trade- Marks, etc., viz., Investments other than Marketable Securities, viz., Livestock, Vehicles, etc. Other property, viz., Other property, viz., Signature: Dated……………….19

SCHEDULE I_______________BILLS OF EXCHANGE, PROMISSORY NOTES, NOTES, ETC., ON HAND AVAILABLE AS ASSETS Statement of Affairs : Schedule I to List 'A' The names to be arranged in alphabetical order and numbered consecutively No. Name of Address, Acceptor of bill etc or note Account Date of bill or when due noteEstimated to produce Particulars of any property held as security for payment

of bill or note Rs. Ps. Rs. Ps.

Signature :

Dated……… 19

SCHEDULE II__________TRADE DEBTORS Statement of Affairs: Schedule II to List 'A' The names to be arranged in alphabetical order and numbered consecutively Note.-If the debtor to the company is also a creditor, but for a less amount than his indebtness, the gross amount due to the Company and the amount of the contra account should be shown in the third column, and the balance only be inserted under the hewing 'Amount of debt' thus :-Rs. Due to the company Less Contra Account No such claim should be included in list 'E' No Nam Residen Amount of Data . e ce & occupati Goo Dou Bad on d bt Ful Folio of ledger or other book where particula rs to be found When Estimat contracted ed to Mont Yea produce h r Particula rs of any securitie s held or debt Ps.

Rs.P Rs.P s s Signature :

Rs.P s

Rs. Ps

Dated………..19…….. SCHEDULE III LOANS AND ADVANCES Statement of Affairs : Schedule III to List ‘A’

Serial No.

Date of Advance

Name & Address of

Amount due

Estimated to realize

Particulars Folio of of security ledger or

person to whom advanced

if any

other book where particulars to be found

Rs. Ps. Signatuer :

Rs. Dated………19

SCHEDULE IV UNPAID CALLS Statement of Affairs : Schedule IV to List ‘A’ The names to be arranged in alphabetical order and numbered consecutively Consecutive No. in No. share register Name of Address shareholder No. of shares held Amount of call per share unpaid Rs. Ps. Total amount due Estimated to realize

Rs. Ps.

Rs. Ps.

Signatuer :

Dated………..19…….

SCHEDUL V STOCK IN TRADE Statement of Affairs : Schedule V to List ‘A’

SCHEDULE VI DEBTS DUE FROM CONTRIBUTORIES (other than un-paid calls) Statement of Affairs : Schedule VI to List 'A'

Consecutiv e No.

No. in Name of Addres share shareholde s registe r r

Nature & Amoun particular t due s of the debt

Securit y held if any for the debt

Serial No. in Schedul e I, II or III, as the case may be, where the debt is included .

Signature LIST B

Dated …….19

ASSETS SPECIFICALLY PLEDGED AND CREDITORS. FULLY OR PARTLY SECURED* (Not including Debenture Holders-secured by a floating charge). The names of the secured creditors are to be shown against the assets on which their claims are secured, numbered consecutively, and arranged in alphabetical order as far as possible. Particu lars of assets specifi cally pledge d* Date whe n secu rity give n Estim ated value of securi ty N o. Nam e of credi tor Addre ss & occup ation Amo unt of debt Date when contra cted Consider Balan ation ce of debt unsec ured carrie d to list ‘E’ Estim ated surplu s from securi ty

Rs.Ps.

Rs.P s.

Rs.Ps.

Rs.Ps.

Signature :

Dated……………..19

*All assets specially mortgaged, pledged or otherwise given as security should be set out : goods given as security but in possession of the company and goods not in possession should be separately set out.

LIST `C' PREFERENTIAL CREDITORS FOR RATES, TAXES, SALARIES, WAGES AND OTHERWISE The names to be arranged in alphabetical order and numbered consecutively. Statement of Affairs : List 'C' No. Nature Period Date Name Address during when and of of due creditor Occupation claim. which accrued due. Amount Amount Balance payable not of preferential in full claim carried to List ‘E’

Signature :

Dated……………….19

LIST `D' LIST OF DEBENTURE HOLDERS SECURED BY A FLOATING CHARGE The names to be arranged it; alphabetical order and numbered consecutively, Separate Lists must be furnished of holders of each issue of Debentures should more than one issue have been made. Statement of Affairs : List 'D' No. Name of Holder Address Amount Description of assets over which security extends Rs. Ps.

Signature :

Dated……………….19

LIST 'E'______________________UNSECURED CREDITORS The names to be arranged in alphabetical order and numbered consecutively Statement of Affairs : List 'E' Note : (1) When there is a contra account against the creditor less than his claim against the company, the amount of the creditor's claim and the amount of the contra account should be shown in the third column and the balance only inserted under the heading 'Amount of Debt' thus Total amount of claim Less : Contra account No such set-off should be included in-Schedule I attached to List 'A'. (2) The particulars of any Bills of Exchange and Promissory Notes held by a creditor should be inserted immediately below the name and address of such creditor. Name. Address and Amount of Date where Folio of Consideration Occupation Debt contracted ledger or other book where particulars to be found Rs. Ps. Month Year Unsecured balance of creditors partly Secured___________brought from List 'B'. No. Balance not preferential of preferential creditors______brought from List 'C'. Rs. Ps.

Signature :

Dated………………19

LIST `F' LIST OF PREFERENCE SHAREHOLDERS The names to be arranged in alphabetical order and numbered consecutively

Statement of Affairs : List 'F Consecutive Register number number Name of Address shareholder Nominal Number Amount Amount of per of share shares share held called up Rs. Ps Dated……………..19 Total amount called up Rs. Ps

Signature :

LIST ‘G’ LIST OF EQUITY SHAREHOLDERS The names to be arranged is alphabetical order and numbered consecutively Statement of affairs : List 'G' Consecutive Register number number Name of Address shareholder Nominal Number Amount Amount of per of share shares share held called up Rs. Ps Dated…………….19. Total amount called up Rs. Ps

Signature :

LIST `H' DEFICIENCY OR SURPLUS ACCOUNT Statement of Affairs : List 'H' The period covered by this Account must commence on a date not less than 3 years before the date of the winding up order (or the order appointing Provisional Manager, or the date directed by the Official Liquidator) or, if the company has not been incorporated for the whole of that period, the date of formation of the company, unless the official Liquidator otherwise agrees. Items contributing to deficiency (or Reducing Surplus):

1. Excess (if any) of Capital and Liabilities over Assets on the ................19…………as shown by balance-sheet (copy annexed)……………… 2. Net dividends and bonuses declared during the period from ..................19…………to the date of the statement 3. Net trading losses (after charging items shown in note below) for the same period . . . . ........ 4. Losses other than trading losses written off or for which provision has been made in the books during the same period (give particulars or annex schedule) . . . . . . . . . . . . 5. Estimated losses now written off or for which provision has been made for the purpose of preparing the statement (give particulars or annex schedule) . . . . . . . . . . . . 6. Other items contributing to Deficiency or reducing Surplus ................... Rs. Items reducing Deficiency (or contributing to Surplus) 7. Excess (if any) of assets over capital and liabilities on the...............................19….as shown on the Balance sheet (copy annexed) . . . . . . . . . .Rs. 8. Net trading profits (after changing items shown in note below for the period from the ...................................................19………… to the date of Statement . . . . . . 9..Profits and income other than trading profits during the same period (give particulars or annex schedule) . . . . 10. Other items reducing Deficiency or contributing to Surplus. Deficiency/surplus as shown by Statement Note as to Net Trading Profits and Losses Rs. Rs.

Particulars are to be inserted here (so far as applicable) of the items mentioned below, which are to be taken into account in arriving at the amount of net trading profits or losses shown in this account Provision for depreciation, renewals, or diminution in value of fixed assets . . . . . . . Charges for income-tax and other taxation on profits Interest on debentures and other fixed loans Payments to directors made by the company and required by law to be disclosed in the accounts : Exceptional or non-recurring expenditure :-

-----------------------------------------Rs. Less Exception or non-recurring receipts :---------------------------------------Rs. Balance, being other trading profits or losses Rs. Net trading profits or losses as shown in Deficiency or Surplus Account above . . . . . Rs. Signature Dated……………19

LIST 'I' STATEMENT OF AFFAIRS: LIST 'I' In substitution for such of the lists 'A' to 'H' as will have to be returned blank. List Particulars Remarks Where no entries are made on any one or more of the Lists 'A' to 'H' the word. 'Nil' should be inserted in this column opposite to the lists thus left blank.

A. Assets not specifically pledged. B. Assets specifically pledged and creditors fully or partly secured (not including debenture holders secured by a floating charge). C. Preferential creditors for Rates, Taxes, Salaries, Wages and otherwise. D. Debenture holders secured by floating charge. E. Unsecured creditors. F. Preference shareholders. G. Equity shareholders. H. Deficiency or Surplus Account. Signature : Dated…………………19

FORM NO. 36 (See rule 106) (Heading as in Rule 4) Company Petition No…………of 19……… Affidavit of concurrence in statement of affairs I/We,……………………(name(s), description(s), etc.] do solemnly affirm and say as follows :That I/We have perused the statement of affairs lodged herein by .......................................and that to the best of my/our information, knowledge and belief, such statement contains a full and accurate account of the company's affairs (except as stated below). (Here state, if necessary, in what respects, if any, the statement of affairs is not concurred in.) Sworn/Solemnly affirmed, etc. Commissioner for Oaths. Signature of deponent.

FORM NO. 37 (See rule 113) (Heading as in Rule 4) Company Petition No…………….of 19……. Preliminary report of the Official Liquidator under section 329 .

The Official Liquidator, in pursuance of section 329 of the Companies Ordinance, 1984, hereby submits his preliminary report to the Court as follows :1. Capital : The nominal capital of the company is Rs ……………divided into………………. shares of Rs…………..each. The number of shares issued is………..and comprises………..shares allotted as fully paid and…………………shares subscribed for cash and fully called up (or on which Rs………………..per share has been called up). The unpaid calls amount to Rs .......................................... 2. Assets : The assets of the company are estimated by the directors (or as the case may be) to be of the value of Rs ………….and they comprise the following : Assets not specifically pledged : (1) Cash in hand……………. Cash at Bank……………….. Negotiable Securities (2) Debts due from contributories (3) Debts, due to the company (a) Secured Securities ,available (give particulars of the properties given as security). Rs……………… (b) Unsecured (4) Moveable and Immovable properties : (a) Movable properties (i) Stock-in-trade (ii) Other moveables (give particulars) (b) Immovable properties (give particulars) (5) Unpaid Calls………………… (6) Other assets………………… Rs……………… Rs……………… Rs……………… Rs……………… Rs……………… Rs………………

Assets specifically pledged (1) Assets held by fully secured creditors (give particulars). Rs……………… (2) Assets held by partly secured creditors (give particulars). Rs………………

3. Liabilities : The liabilities of the company are returned as amounting to Rs ……………..and include the following :(1) Fully secured creditors. (2) Partly secured creditors. (3) Preferential creditors. (4) Debenture holders . (5) Unsecured creditors. Rs……………… Rs……………… Rs……………… Rs……………… Rs………………

4. Causes of failure : The company was formed to carry on the business of .................................................. The failure of the company is in the opinion of the Official Liquidator, due to ................................................. 5. Further enquiry : (The Official Liquidator is not at present aware of any matters relating to the promotion or formation of the company, or to the conduct of its business, as to which in his opinion further enquiry is desirable) or (The Official Liquidator is of the opinion that further enquiry is desirable concerning the promotion, formation or failure of the company and the conduct of its business). Dated this………………………….day of………….19 Official Liquidator.

FORM NO. 38

(See rule 119) (Heading as in Rule 4) Company Petition No………..of 19………… Report of result of meetings of creditors are contributories under section 331 I,……………..(name), Official Liquidator of the company and chairman of the meetings of the creditors and contributories held under section 331, do hereby report the result of the said meetings :1. A meeting of the creditors of the above-named company was summoned by advertisement in (here enter the newspaper or newspapers) of the date(s) .....................19………,and was held on the…………day of…………19………,at……..I was the chairman of the said meeting. 2. The said meeting was attended either personally or by proxy by .......................................creditors whose proofs of debt against the said company were admitted for voting purposes, amounting in the whole to the value of Rs ......................... 3. The question submitted to the said meeting was, whether the creditors of the said company wished that a Committee of Inspection shall be appointed to act with the Official Liquidator, and if so, who are to be the members of the Committee. 4. At the said meeting it was resolved unanimously (or as a result of the voting set out below) that there should be a Committee of Inspection consisting of the following members :(Here set out the names of members) (or the suit of the voting on the said proposition was as set out below). 5. A meeting of the contributories of the above-named company was summoned by advertisement in (here enter the newspaper or newspapers) of the date(s)………19…….. and was held on the………..day of…………................... 19……… at……………..for the purpose of considering the aforesaid decision of the creditors'. meeting and to express the views of the contributories as to whether, there should be a Committee of Inspection and, if so, who are to be its members. I was the chairman of the said meeting. 6. The said meeting was attended either personally or by proxy by contributories holding in the whole…………….shares of the said company and entitled to……………..votes. 7. At the said meeting it' was resolved unanimously (or as a result of the voting as set out below) as follows :-

(Here set out the resolution or resolutions). Result of votings Resolution No. Amount For No. Against Amount

State the substance of any resolution passed, and give names of members of Committee of Inspection (if any) and amount of their proofs, if creditors, or sham, if contributories. Creditors…………………… No. Shares Contributories Votes No. Shares Votes

(SD)- Official Liquidator and Chairman. Form of advertisement.

FORM NO. 39 (See rule 119) (Heading as in Rule 4) Company Petition No………………of 19……….. Application No…………………….of 19……….. Notice to creditors and contributories Whereas the meeting of the contributories of the above company held under section 331 has not accepted the decision of the meeting of the creditors held under the said section regarding the constitution and composition of a Committee of Inspection, notice is hereby given that an application has beet) made to the Court by the Official Liquidator for

directions of the Court……………..as to whether there shall be a Committee of Inspection, and if so who shall be the members thereof, and that the said application will be heard by the Court on……………day the……………day of……………19……….at…………….O'clock in the noon, when any creditor or contributory of the above-named company who wishes to be heard may appear and make such representations to the Court as he wished to make in the said matter. Dated this………………day of………….19……… Official Liquidator.

FORM NO. 40 (See rule 126) (Heading as in Rule 4) Company Petition No................of 19,………… Advertisement of notice to creditors to prove their claim Notice is hereby given to the creditors of the above-named company that they are required to submit to the Official Liquidator of the company proofs of their respective debts or claims against the above named company by delivering at the office of the Official Liquidator on or before the…………….day of…………19…….or sending by post to the Official Liquidator so as to reach him not later than the said date, an affidavit proving the debt or claim in the prescribed form with their respective names, addresses and particulars of debt or claim and any title to priority under section 405. Any creditor who fails to submit his affidavit of proof within the time limited as aforesaid will be excluded from the benefit of any distribution of dividend before his debt is proved, or, as the case may be, from objecting to such distribution. Any creditor who has sent in his proof. if so required by notice in writing from the Official Liquidator, shall either in person or by his advocate, attend the investigation of such debt or claim at such time and place as shall be specified in such notice and shall produce such further evidence of his debt or claim as may be required. Dated this…………….day of………..19………….. Official Liquidator.

FORM N0. 41

(See rule 126) (Heading as in Rule 4) Company Petition No…………..of 19………. Notice to creditor to prove his debt To --------------------------------------------------You are hereby required to submit proof of your debt or claim against the said company by delivering at the office of the Official Liquidator of the Court on or before the…………day of……………..19……….., or sending to the Official Liquidator by post so as to reach him not later than the said date, your affidavit of proof in the prescribed form with your name, address and particulars of claim and any title to priority you may claim under section 405. If you fail to submit your affidavit of proof within the time limited as aforesaid, you will be excluded from the benefit of any distribution of dividend before your debt is proved, or, as the case may be, for objecting to such distribution. If so required by notice in writing from the Official Liquidator, you should attend upon the investigation of your debt or claim at such time and place as shall he specified in the notice and produce such evidence of your debt or claim as may be required. Official Liquidator.

FORM NO. 42 (See rule 129) (Heading as in Rule 4) Company Petition No………….of 19………. Affidavit of proof of debt

I,………………..of etc., (full name, address and occupation of deponent to be given) do solemnly affirm and state as follows :1. The above-named company was, at the date of order winding up the same["Where before the presentation of the petition for winding up a resolution has been passed by the company for voluntary winding up, the date of the said resolution must he substituted for the date of the winding up order.], viz., the…………………day of…………..19…………and still is, justly and truly indebted to me (or to me and C.D., and E.F:, my co-partners in trade, or, as the case may be), in the sum of Rs …………………..for (here state consideration, e.g., goods sold and delivered by me/my firm to -the said company between the date of………………..or monies advanced by me/my firm in respect of the under mentioned bill of exchange, or, as the case may be), as shown by the account in the schedule below. 2. In respect of the said sum 'or any part thereof, I say I have not, nor have my partners or any of them, nor has any person, by my/our order, to my/our knowledge or belief, for my/our use, and or received any manner of satisfaction or security whatsoever, save and except the following :-. (Here state the particulars of all securities held, and where the securities are on the property of the company, assess the value of the same, and if any bills or other negotiable securities be held specify them in the schedule). (If the claim is made as a preferential claim, say so and set out the grounds on which the preference is claimed.) SCHEDULE BILLS OF EXCHANGE Date Drawer Acceptor. Amount Rs. Due Date Ps.

Date

Consideration

Amount

Remarks The voucher (if any) by which the account can be substantiated should be set out her

Rs.

Ps.

Sworn/Solemnly armed at ……………………….., On……………………..day, the………………day of……………19…………… Before me Commissioner. Deponent's signature.

Notes: 1. Bills of exchange or negotiable securities must be produced before the proof can be admitted. 2. The proof cannot be admitted for voting at the first meeting unless it is properly completed and lodged with the Official Liquidator before the time named in the notice, convening the meeting. 3. Where the affidavit is not by the creditor, but by some person authorized by him, the deponent should state in a separate paragraph his authority for making the affidavit and the means of his knowledge, and suitable alterations should be made, in paragraphs I and 2 above, and the name, address and description of the creditor should be set out its paragraph 1.

FORM NO. 43 (See rule 130) (Heading as in Rule 4) Company Petition No………….of 19……… Proof of debt of workmen I,…………………of etc. (fill in full name, address and occupation of deponent), on behalf of the workmen and others employed by the above-named company, solemnly affirm and say :-

That the above-named company was, on the…………day of…………19………., and still is, justly and truly indebted to the several persons whose names, addresses and descriptions appear in the schedule below in sums severally set against their names in the seventh column of such schedule for wages due to them respectively as workmen or others in the employ of the company, in respect of services rendered by them respectively to the company during such periods as are set out against their respective names in the fifth column of such schedule, and for the accrued holiday remuneration so due to them in respect of such periods as are so set out in the sixth column of such schedule, for which said sums or any part thereof, I say that they have not, nor has any of them, had or received any manner of satisfaction or security whatsoever. Deponent. REMARKS No. Full name of workmen Address Description Period over which wages due 5 Period over which accrued, Holiday remuneration due 6 Amount due

1

2

3

4

7 Rs. Ps.

Sworn/Solemnly affirmed, etc. Deponent's signature.

FORM NO. 44 (See rule 141) (Heading as in Rule 4) Company Petition No…………of 19……….

Notice of rejection of proof of debt To -------------------------------------------Take notice that as the Official Liquidator of the above-named company, I have this day rejected your claim against the company (or to the extent of Rs …………….) on the following grounds :And take further notice that, subject to the power of the Court to extend the time, no application to reverse or vary my decision in rejecting your proof will be entertained after the expiration of 21 days from the date of the service of this notice.

Dated this…………….day of………….19………. Official Liquidator.

FORM NO. 45 (See rule 141) (Heading as in Rule 4) Company Petition No……………of 19………. Notice of admission of proof To ----------------------------------------------You are hereby informed that your claim against the above-named company has been allowed at the sum of Rs ..................................................

SD/Official Liquidator.

FORM NO. 46 (See rule 145) (Heading as in Rule 4) Company Petition No………..of 19………. Certified list of proofs tendered to, and admitted or rejected by, the Official Liquidator.

I,……………….., Official Liquidator of the above-named company, hereby certify that the following is a correct list of all creditors who submitted their proofs of debts or claims against the said company pursuant to advertisement, dated the…………………day of………………..19…………, and the notice issued individually to the creditors. I further certify that in the first part of the said list are set out debts and claims admitted by me in full or in part, and the amounts admitted altogether amount to Rs …………….In the second part are set out the claims which have been wholly rejected by me. FIRST PART Debts and claims admitted wholly or in part S. No. Particulars Amount Name, address & of debt or claimed claim description of creditor Amount admitted Whether admitted as preferential

SECOND PART Claims which have been wholly rejected S. No. Name, address description of creditor & Particulars of debts Amount of claim or claim

Sd/ Official Liquidator. FORM NO. 47 (See rule 152) (Heading as in Rule 4) Company Petition No …………..of 19……………… Provisional list of contributories The following is a list of members of the above-named company liable to be placed on the list of contributories of the said company made out by me from the books and papers of the said company, together with their respective addresses and the number of shares (or extent of interest) to be attributed to each, and the amount called up and the amount paid up in respect of shares (or interest) so far as I have been able to make out of ascertain the same. In the first part of the list are set forth persons who are contributories in their own right. In the second part of the list are set forth persons who are contributories as being representatives of or liable for the debts of others. FIRST PART Contributories in their own right No. of Amount called Name & Address shares or up at date of Description extent of commencement of winding up interest (5) (4) (3) (2)

Serial No.

(1)

Amount paid up at date of commencement of winding up (6)

SECOND PART Contributories as being representatives of or liable for the debts of others Serial Name & Address In what No. of No. Description character shares included or extent of interest (1) (2) (3) (4) (5) Amount called up at date of commencement of winding up Amount paid up at date of commencement of winding up

(6)

(7)

Sd/Official Liquidator.

FORM NO. 48 (See rule 153) (Heading as in Rule 4) Company Petition No …………..of 19…………..

Notice to contributory of date fixed to settle list of contributories To --------------------------------------Take notice that I,……………….the Official Liquidator of the above company have fixed…………….day, the……………day of ………….19…………….at O'clock contributories of the above-named company which has been made out be me, pursuant to the Companies Ordinance, 1984 and the rules there-under, and that you are included in such list. The character and the number of shares (or extent of interest in) and for which you are included, and the amount called up and the amount paid up in respect of such shares (or interest) are stated below. If no sufficient cause is shown by you to the contrary at the time and place aforesaid, the list will be settled including you therein as set forth in the said list. & Address In what No. of Serial Name character shares Description No. included or extent of interest (5) (4) (3) (2) (1) Amount called up at date of commencement of winding up Amount paid up at date of commencement of winding up

(6)

(7)

Dated this ……………day of………….19 ………

Sd/Official Liquidator. Notes : 1. Contributories are under no obligation to attend before the official Liquidator if they are satisfied that the particulars contained in the notice are correct.

2. A shareholder's name cannot be omitted from the list of contributories on account of his inability to pay calls ; this question will be dealt with when application is made for payment of the calls. 3. A change of address may be notified by giving notice by post before the date fixed for the settlement of the list.

FORM NO. 49 (See rule 155) (Heading as in Rule 4) Company Petition No ………..of 19…………, Certificate of final settlement of the list of contributories Pursuant to the Companies Ordinance, 1984, and the rules made thereunder, I,………….the undersigned, being the Official Liquidator of the above-named company here by certify that the result of the settlement of the list of contributories of the above-named company, so far the said list has been settled up to the date of this certificate, is as follows:1. The several persons whose names are set forth in the second column of the first schedule hereto have been included in the said list of contributories as contributories of the said company in respect of the number of shares (or extent of interest) set opposite the names of such contributories respectively in the said schedule. 2. I have in the first part of the said schedule set forth such of .the said several persons included in the said list as are contributories in their own right. 3. I have in the second part of the said schedule, set forth such of the said several persons included in the said list as are contributories as being representatives of or being liable for the debts of others. 4. The several persons whose names are set forth in the second column of the second schedule hereto, were included in the provisional list of contributories, and have been excluded from the said list of contributories. 5. I have, in the fifth column of the first part, and in the sixth column of the second part, to the first schedule, and in the sixth column of the second schedule, set forth opposite the name of each of the several persons respectively the date when such person was included in or excluded from the said list of contributories.

6. I have, in the sixth and seventh columns of the first part, and the seventh and eight columns of the second part, of the first schedule, set forth opposite the names of each of the said persons respectively the amount called up at the date of the commencement of the winding up and the amount paid up at such date in respect of their shares (or interest). 7. Before settling the said list, I was satisfied by the affidavit of ........................ duly filed with the proceedings herein, that notice was duly sent by post to each of the persons mentioned in the said list, informing him that he was included in such list in the character and for the number of shares (or extent of interest) stated therein, and of the amount called up and the amount paid up in respect of such shares (or interest) and of the day appointed for finally settling the said list. Dated this…………..day of……………19……….. Sd/ Official Liquidator. In the matter of…………………………….Ltd. (in liquidation).

THE FIRST SCHEDULE ABOVE REFERRED TO FIRST PART Contributories in their own right & Address No. of Serial Name shares Description No. or extent of interest (4) (3) (2) (1) Date when included in the list (5) Amount called up at date of commencement of winding up Amount paid up at date of commencement of winding up

(6)

(7)

SECOND PART Contributories as being representatives of or liable for the debts of others

Serial Name & Address In what No. of No. Description character shares included or extent of interest (1) (2) (3) (4) (5)

Date when included in the list (6)

Amount called up at date of commencement of winding up (7)

Amount paid up at date of commencement of winding up (8)

In the matter of………………Ltd. (in liquidation). THE SECOND SCHEDULE ABOVE REFERRED TO

Serial No.

Name & Address Description

(1)

(2)

(3)

In what Number of Date when character shares or extent excluded from proposed of interest the list to be included (4) (5) (6)

Dated this…………..day of…………….19…………. Official Liquidate.

FORM NO. 50 (See rule 156) (Heading as in Rule 4) Company Petition No……………..of 19……… Notice to contributory of final settlement of list of contributories and that his name is included

To -------------------------------------------Take notice that I,………………………the Official Liquidator of the above-named company, have, by certificate dated the……………………….. day of………….19………, under my hand, finally settled the fist of contributories of the said company, and that you are included in such list. The character and number of shares (or extent of interest) in and for which you are included and the amount called up and the amount paid up in respect of such share (or interest) are stated below:Any application by you to vary the said list of contributories, or that your name may be excluded therefrom, must be made by you to the Court within 21 days from the date of service on you of this notice. Any application made after the expiry of the said period will not be entertained. The said list .may be inspected by you at the office of the Registrar on any day during office hours. Dated this………………..day of ……………..19 …….. Official Liquidator. Serial Name & Address In what No. of character shares Description No. included or extent of interest (5) (4) (2) (3) (1) Amount called up at date of commencement of winding up Amount paid up at date of commencement of winding up

(6)

(7)

FORM NO. 51 (See rule 160) (Heading as in Rule 4)

Company Petition No ……………of 19………. Application No…………….of 19…………. ……………………….A.B………………….Applicant

Before the Hon'ble Mr. Justice...............……. Dated………......

Order varying-list of contributories

Upon the application of A.B., by summons dated the…………………..day of………………....19………… for an order that the list of contributories of the company and the liquidator (or, Court's) certificate ,finally settling the same be varied by excluding the name of the applicant therefrom (or as the case may be), and upon hearing, etc., and upon reading, etc., it IS ORDERED That the list of contributories of the company and the Liquidator's (or Court's) certificate finally settling the same be varied by excluding the name of the said A.B., from the said list of contributories or by including the name of the said A.B., as a contributory in the said list for shares (or, as the case may be). Dated this……………….day of………….19………….

(By the Court) Registrar.

FORM NO. 52 (See rule 160) (Heading as in Rule 4) Company Petition No ………….of 19………

Application No……………of 19…………. ......................................A.B………………….Applicant Before the Hon'ble Mr. Justice.......…………. Dated ........................ Order rectifying register, list of contributories and certificate Upon the application by summons dated…………………….19…………of A.B., of…………and upon hearing his advocate Mr………………, and the Official Liquidator of the said company and upon reading the order to wind up the said company dated…………….19……………, and the affidavits filed herein of…………………………….dated………………..19………..etc., IT IS ORDERED : (1) That the register of the shareholders of the company above-named be rectified by removing the name of the said A.B., therefrom in respect of .........................shares in the said company numbered ………………registered in his name (or) That the register of shareholders of the above-named company be rectified by entering on such register the name of the applicant as the holder of……………………shares numbered …………..., and by removing therefrom the name of C.D., as the holder of………..shares numbered………………. (2) That the list of contributories and the Official Liquidator's (or) Court's certificate finally settling the same be varied accordingly; and (3) That a certified copy of this order be delivered to the Registrar of Companies by the applicant herein within 14 days from the date hereof. Dated this……………….day of……………19…….., (By the Court) Registrar. Form of advertisement.

FORM NO. 53 (See rule 166)

(Heading as in rule 4) Company Petition No……………………of 19………….., Notice of meetings of creditors and contributories under section 331. Notice is hereby given that(1) A meeting of the creditors of the above-named company will be held at................................(Place) on……………day, the……………day of …………19….. at………………….O'clock in the………….noon, to determine whether or not a Committee of Inspection shall be appointed to act with the Official Liquidator and who are to be the members of the Committee if one is appointed. Note.-To entitle a creditor to vote at the meeting of creditors aforesaid, his proof must be lodged with the Official Liquidator not later than………………O'clock in the……………noon, on the…………….day of………….19……… (2) A meeting of the contributories of the above-named company will be held at…………..(Place) on……………day the…………..day…………..of…………19…………[ The date fixed should be within 14 days of the creditors meeting.], at : : O'clock in the ……………..noon, to consider the decision of the said meeting of creditors and to express the views of the contributories whether or not a Committee of Inspection shall be appointed and who are to be the members of the Committee if one is appointed. Forms of proof and of general and special proxies can be had at the office of the Official Liquidator. Proxies should be lodged with the Official Liquidator not, later than…………….O'clock on the……………day of…………19……… Dated this………………day of…………..19 ……… Official Liquidator.

[The company's statement of affairs has not been lodged (or has been lodged and may be inspected at the office of the Official Liquidator during office hours on payment of the prescribed fee)].

Form of individual notice to creditors

FORM NO. 54

(See rule 166) (Heading as in Rule 4) Company Petition No ……………….of 19…………, Notice of creditors', meeting under section 331 To ----------------------------------------------------------Take notice that a meeting of the creditors of the above-named company will be held at…………(Place) on…………..day, the…………….day of……………..19………….at………..O'clock in the…………..noon for the purpose mentioned-below : Agenda To determine whether or not a Committee of Inspection shall be appointed to act with the Liquidator, and who are to be the members of the Committee if one is appointed. To entitle you to vote there at your proof must be lodged with the official Liquidator not later than………………O’clock in the…………….noon on the day of…………..19…….. The company's statement of affairs has not been lodged (or has been lodged and may be inspected at the office of the Official Liquidator during office hours on payment of the prescribed fee) Forms of proof and of general and special proxies are enclosed herewith. Proxies to be used at the meeting must be lodged with the Official Liquidator not later than ………O'clock in the…………. noon on the day of ……………19………. Dated this………………….day of…………….19 ……… Official Liquidator. Individual notice to contributories.

FORM NO. 55 (See rule 166) (Heading as in Rule 4) Company Petition No …………………….of 19……………. Notice of contributories, meeting under section 331 To, -------------------------------------------Take notice that a meeting of the creditors of the above-named company will be held at……………………(Place on………………………day the…………..day of…………..19……………,at…………….O'clock in the…………..noon for the purpose mentioned below Agenda To consider the decision to be taken at a meeting of the creditors of the said company to be held on the………………..day of…………….19……….., for determining whether or not a Committee of Inspection shall be appointed to act with the Official Liquidator and who are to be the members of the Committee if one is appointed, and to express the views of the contributories on the said matters. The company's statement of affairs has not been lodged (or has been lodged and may be inspected at the office of the Official Liquidator during office hours on payment of the prescribed fee). Forms of general and special proxies are enclosed herewith. Proxies to be used at the meeting must be lodged with the Official Liquidator at his office not later than……………O'clock in the …………..noon on the…………..day of………..19……………, Dated this……………….day of………………..19……………… Official Liquidator. Form of individual notice

FORM NO. 56 (See rule 166) (Heading as in Rule 4) Company Petition No………………of 19………… Notice of meeting (General Form)

To .........................………………, creditor (or contributory) ..............………………………of the said company Take notice that a meeting of creditors (or contributories) in the above matter will be held at……………….(place) on the…………..day of………..19…….at…………O'clock in the…………..noon. Agenda (Here insert the purpose for which the meeting is called) Forms of general and special proxies are enclosed herewith. Proxies to be used at the meeting must be lodged with the Official Liquidator not later than .........................O'clock in the………….noon on the………….day of……….19……. Dated this……………….day of……………….19 ……. Official Liquidator.

(Note.-This Form maybe used with necessary alterations for voluntary liquidation meetings. In the case of a voluntary liquidation, the full name and address of the Liquidator should be given.) Form of advertisement

FORM NO. 57 (See rule 166) (Heading as in Rule 4) Company Petition No ……………..of 19…….. Notice of meeting (General Form) Notice is hereby given that a meeting of creditors (or contributories) in the above matter will be held at……………..(place) on the……………day of……………19…………at ……………O'clock in the……………noon. Agenda (Here insert the purpose for which the meeting is called) Forms of general and special proxies can be had at the office of the Official Liquidator. Proxies to be used at the meeting must be lodged with the Official Liquidator not later than……………..O'clock in the………….noon, on the…………day of ……….19…………, Official Liquidator. Note-This Form may be used with necessary alterations for voluntary liquidation meetings. In the case of a voluntary liquidation, the full name and address of the Liquidator should be given.

FORM NO. 58 (See rule 168) (Heading as in Rule 4) Company Petition No………………,of 19…………….. Notice to officers of company to attend meeting of creditors or contributories

To, ---------------------------------Take notice that a (the first) meeting of creditors (or contributories) will be held on the…………….day of…………………….19………..at……….O'clock in the…………..noon at (here insert the place where the meeting is to he held and that you are required to attend thereat and give such information as the meeting may require) Dated this………….day of………….19………… Official Liquidator.

FORM NO. 59 (See rule 171) (Heading as in Rule 4) Company Petition No…………….of 19………… Nomination of chairman by Official Liquidator

I,.......................................the Official Liquidator of the above-named company, do hereby nominate……………………….(name and description) of……. to be chairman of the meeting of creditors (or contributories) in the above matter appointed to be held at………….on the……..day of ………19…………,and I depute him to attend such meeting and use, on my behalf, any proxy or proxies held by me in this matter. Dated this…………….day of………..19……….., Official Liquidator.

FORM NO. 60 (See rule 185) (Heading as in rule 4). Company Petition No……………..of 19………. List of creditors (or contributories) present at a meeting. Meeting held at……………………this……………day of ………19………… Consecutive number Name of creditor (or Amount of proof (or number of contributory) present or shares and votes held by each represented. contributory) In person By proxies

1. 2. 3. 4. 5. 6. 7. Total number of creditors (or contributories) presented or represented. Official Liquidator.

FORM NO. 61 (See rule 186) (Heading as in Rule 4)

Company Petition No ……………….of 19………, Report of result of meeting (s) of creditors/contributories held under order of Court, dated………………19………….,

I,…………………(name), Official Liquidator of the Court, and chairman of the meeting (s) of the creditors/contributories held in pursuance, of the order of the Court dated ………………19………….., do hereby report the result of the said meeting (s).

1. In pursuance of the order of this Court dated……………..19………….a meeting of the creditors/contributories of the above company was summoned by advertisement in (here enter the newspaper or newspapers) of the date (S) .........................19………………, and was held, on the…………..day of…………19 …………., at …..O'clock in the………………noon at…………..I was the chairman of the said meeting. 2. The said meeting was attended either personally or by proxy by ................... creditors of the said company whose proofs of debts against the company were admitted (or admitted for voting purposes), amounting in the whole (as admitted) to the value of Rs ……………..(or by………………………….contributories of the said company holding in the whole …………………..shares of the said company and entitled to …………………votes). 3. The question (s) submitted to the said meeting was (were) : [Here set out the question (s) submitted to the meeting] 4. At the said meeting it was resolved unanimously (or as a result of the voting as set out below) as follows : [here set out the resolution (s) passed at the meeting] Result of voting Resolutions Voting on resolutions For Amount Against Amount

No.

No.

State the substance of any resolutions of passed ----------------------------------------------------------------------------------------------------------------------------------------------

For No. Creditors………………… …… Contributors……………… …… Shares Votes

Against No. Shares Votes

Dated………………19………. Liquidator.

Official

FORM NO. 62 (See rule 188) (Heading as in Rule 4) Company Petition No …………….of 19…………. Form of proxy I/We…………………..of……………a creditor (or contributory) of the above-named company, hereby appoint…………….of……………..as my/our general proxy to vote for me/us and on my/our behalf at the meeting special for/against (as the case may require and specify.) of creditors (or contributories) of the said company summoned to be held The particular resolution No ........................... In……………………..the…………………above………..matter…….on…..the............... day of…………19……….., and at any adjournment thereof. Dated this……………….day of……………..19……. (SD.) A. B.

Note :- 1. It is open to a creditor or contributory to appoint the Official Liquidator as his proxy.

2. If the proxy is given by a firm, sign the firm's trading name and add 'by A.B., a partner in the said firm'. If the proxy is given by a corporation, then the form of the proxy must be under its common seal or under the hand of some officer duly authorized in that behalf, and the fact that the officer is so authorized must be stated. 3. The proxy form when signed must be lodged with the Official Liquidator within the time mentioned in the notice convening the meeting at which it is to be used. 4. For special proxy, necessary words implying general proxy may be-deleted.

FORM NO. 63 (See rule 199) (Heading as in Rule 4) Company Petition No …………..of 19…………

Notice by Official Liquidator requiring payment of money or delivery of property, books etc., to the Official Liquidator. I, the undersigned, the Official Liquidator of the above-named company, hereby require you, the under-mentioned………………..(name of person to whom notice is addressed), to pay to me (or deliver, convey, surrender, transfer to or into my hands) at my office the sum of Rs……………..being, the amount appearing to be due from you on your account with the said company (or any money, property [property to be specially described]. books or papers) now in your hands and to which the said company is entitled (or otherwise, as the case may be). Dated this……………..day of ………….19 ………. SD/Official Liquidator. To ………………………… (name and address of person to whom the notice is addressed).

FORM NO. 64 (See rule 202) (Heading as in Rule 4) Company Petition No ……………..of 19……….. Application No…………..of 19………….. Official Liquidator…………….Applicant Application for leave to make a call

Let the several persons whose names and addresses are set forth in the second column of the schedule hereto, being contributories of the above named company, as shown- in the third column of the said schedule, attend the Court on .................................day the…………….day of ………19……………, at………………O'clock in the noon, on the hearing of an application by the Official Liquidator of the above-named company for leave of the Court to make a call to the amount of Rs ....................................per share on all the contributories (or, as the case may be) of the said company (and that notice of this summons may be given by advertisement without separate notice to each contributory). Dated this……………..day of…………..19……….. Official Liquidator. Registrar.

and that you should, on or before the……………day of………….19………,pay the said sum to the Official Liquidator at his office or in the ……………..Bank Limited………………..to the credit of the Liquidation Account of the said company. If you wish to make the payment into the .........................................Bank Limited, you must produce this notice and the copy of the order hereto attached at the Bank to enable the bank to receive payment, and after making the payment you should give forthwith notice thereof to the Official Liquidator enclosing with such notice the voucher obtained from the Bank in respect of the payment, in default whereof proceedings will be taken against you to enforce the order. Dated this……………..day of……………….19…………….., Official Liquidator.

FORM NO. 70 (See rule 206) (Heading as in Rule 4) Company Petition No …………….of 19……….. Application No……………..of 19……….. Official Liquidator…………..Applicant

Summons to enforce call Let all parties concerned attend the sitting Judge in Court on the .........................day of…………….19………….., at……….O'clock in the………..noon on the hearing of an application made by the Official Liquidator of the above named company for an order that the several persons named in the second column of the schedule to this summons, being respectively contributories of the above company be ordered to pay to the said Official Liquidator at his office or in the………….Bank Limited……………….to the credit of the Liquidation Account of the said company, the several sums set opposite their respective names in the sixth column of the schedule hereto, such sums being the amounts due from the said several persons respectively in respect of the call of Rs…………..per share, made by the applicant with interest thereon at four per cent per annum from the date of the order, and that the said several persons may be ordered to pay to the applicant the costs of and incidental to this application. SCHEDULE No. Name and Address Description (1) (2) (3) In what Amount of Amount of due call character included (6) (5) (4)

Dated this………………………day of……………. Official Liquidator,

19…………… Registrar

FORM NO. 71 (See rule 206) (Heading as in Rule 4) Company Petition No………………….of 19…………. Application No……………..of 19……….. Official Liquidator…………..Applicant AFFIDAVIT IN SUPPORT OF APPLICATION FOR PAYMENT OF CALL I, A. B., Official Liquidator of the above-named company, solemnly affirm and say as follows :1. The contributories of the said company, whose names are set forth in the schedule to the summons here in marked `A', have not paid the sums set opposite their respective names in the said schedule, which sums are the amounts now due from them respectively under the call of Rs ........................ per share duly made under the Companies Ordinance, 1984 pursuant to the order of this Court, dated………………19………, granting leave to make a call. 2. A copy of the said order, dated……………..19………..and a notice in the prescribed form, specifying the amount due from each of the said contributories were duly served by registered post (or, as the case may be) on such contributories respectively. 3. The respective amounts set opposite the names of such contributories respectively in the sixth column of the said schedule are the true amounts now due and owing by them respectively in respect of the said call. Sworn/Solemnly affirmed etc. Official Liquidator.

FORM NO. 72 (See rule 206) (Heading as in Rule 4) Company Petition No………………..of 19…………. Application No ……………of 19………… Official Liquidator ……………………Applicant Before the Hon'ble Mr. Justice………………………. Dated…………..

Order for payment of call amount due from contributory Upon the application of the Official liquidator of the above-named company and upon reading the order dated…………..19……….., granting leave to make a call, the affidavit of…………..filed the………….day of…………19…………., and the affidavit of the Official Liquidator filed the………...day of………….19…………,IT IS ORDERED: That C. D., of etc., (or E. F., the legal representative of L.M., late of ................... etc., deceased), one of the contributories of the said company (or in against several contributories. that the several persons named in the. second column of the schedule to this order, being. respectively contributories of the said company) do on or before the ............day of………….19………pay to the Official Liquidator of the said company at his office or into the……………. Bank Limited………..to the credit of the Liquidation Account of the said company, the sum of Rs (if against the legal representative add, out of the assets of the said L. M., deceased. in his blinds its such legal representative as aforesaid) or if against several contributories, the several sums of money set opposite to their respective names in the fifth column of the said schedule hereto, being the amount(s) due from the said C.D. (or L.M., or the said several persons respectively) in respect of the call of Rs ………….per share duly made pursuant to the said order of this court ; And it is further ordered that: the said C.D. (or L.M., or the said several persons do also pay surcharge at the rate of ten per cent per annum on the said amount(s) specified in the fifth column of the said schedule from this date to the date of payment. SCHEDULE (to be included where there are two more contributories)

No. on Name and Description List (1) (2)

Address

(3)

In what Amount due character included (4) (5)

Dated this……………….day of……………..19 ………… Registrar (By the Court) Note :-- The copy for service of the above order must bear the following endorsement :"If you, A.B., neglect to obey this order by the time mentioned therein, you will be liable to process of execution for the purpose of compelling you to obey the same."

FORM NO. 73 (See rule 208) (Heading as in Rule 4) Company Petition No ………………of 19……….. Application No ………………of 19……….. Official Liquidator (or as the case may be)…………Applicant Summons for leave to examine person(s) under section 351 Let all parties concerned attend the Judge ………….on………………day the………………day of………….19………on the hearing of an application of the Official Liquidator of the above company (or as the case may be) for an order that………[Here insert the name(s) of the person(s) to be examined] be examined by the Court respecting [the property (or books and papers) of the company in his (their) possession or his (their) indebtedness to the company or the promotion, formation, trade, dealings, property books or papers, or affairs of the company] [and/or for the production of all books, papers, writings and documents in his (their) custody or power relating to the said company] and that a date be fixed for such examination and summons(es) be

issued to the said person(s) for his (their) appearance on the date fixed and that all necessary directions may be given in the said matter. (Omit what is not required). Dated this……………................day of…………19……… Official Liquidator. Registrar

FORM NO. 74 (See rule 209) (Heading as in Rule 4) Company Petition No …………………of 19…………. Application No……………….of 19………. Official Liquidator (or, as the case may be)………….Applicant. Before the Hon'ble Mr. Justice ........................................ Dated .................................... Order for private examination under section 351 Upon the application by summons dated…………..19……….of the Official Liquidator (or of X, Y., a contributory) of the above-named company and upon hearing, etc., and upon reading the order to wind up the said company (or, the order appointing a Provisional Manager), dated …………….19……….., and the statement of the Official Liquidator (on the affidavit of the said X. Y.) filed ..............................19………….. 1. That ………………….(name and description)[ Where more than one person is to be examined, say 'That the persons mentioned in the schedule here to be summoned and give the names and addresses in a schedule to the order.] be summoned to attend the Court…………on ……….day, the…………day of………..19………….at…………o'clock in the …………noon for the purpose of being examined under section 351 concerning the property (or books or papers) of the company in his possession or his indebtedness to the company or the promotion, formation, trade, dealings property, books or papers. or affairs of the company[Omit what is not required.]

2. That the Official Liquidator do have the conduct of the examination of the said person(s): 3. That the examination shall be in Chambers (or in Court); [ Where more than one person is to be examined, say 'That the persons mentioned in the schedule here to be summoned and give the names and addresses in a schedule to the order.] [ 4: That………….(name) being a creditor (or contributory) of the said company be at liberty to attend (and take part in) the said examination.]

SCHEDULE [To be included where necessary.]

(Of persons to be examined and/or of documents to be produced, as the case may be). Dated this…………… day of………….19 …………. (By the Court) Registrar

FORM NO. 75 (See rule 214) (Heading as in Rule 4) Company Petition No …………..of 19………… Before Mr. Justice .................................. Order directing public examination Upon reading the further report of the Official Liquidator in the above matter dated the……………….day of………….19…………., made under section 352. IT IS ORDERED 1. That the several persons whose names and addresses are set forth in the schedule hereto do attend before the Court on the day and hour to be appointed for the purpose

and, be publicly examined as to the promotion or formation or the-conduct of the business of the company, or as to their conduct and dealings as officers of the company. 2. That notice of the date fixed for the examination be advertised in one issue (each) of (here set out the newspaper or newspapers in which the advertisement is to be inserted) and such notice be served on the persons to be examined not less than 7 days before the date of the examination. 3. That the examination shall be held before (here name the officer [This provision should be omitted in the case of an order made by a District Court.] and follow up with any further directions that may be given relating to the conduct of the examination of the matters on which the persons are to be examined). THE SCHEDULE REFERRED TO S. No. Name Address Connection with the company

Dated this…………………..day of……………….19 ………….. Registrar. (By the Court)

FORM NO. 76 (See rule 215) (Heading as in Rule 4) Company Petition No ………….of 19………. Notice of public examination Notice is hereby given that a public examination under section 352 will be held in Court on the………….day of ……………..19………at o'clock in the noon before…………….of……………….a director (or other officer) of the above-named company.

FORM NO. 77 (See rule 215) (Heading as in Rule 4)

Company Petition No ……………..of 19………….. Notice to attend public examination

Whereas by an order of this Court made on the………….day of………..19……….., it was ordered that. you, the under-mentioned X. Y., should attend before the Court and be publicly examined as to the promotion or formation of the company and [or as to your conduct of the business of the company, and/or as to your conduct, and dealings as (here insert, director or officer, as the case may be)]; And whereas it has been directed that the said examination be held before the Judge [or the Court has directed that the said examination be held before (here mention the officer before whom the examination has been directed to be held)], and where-as………………day the…………….day of……….19……….at....................... O'clock in the noon has been fixed as the time for holding the said examination before the Judge (or officer, as the case may be); Notice is hereby given that you are required to attend at the said time and place and at any adjournments of the examination which may be ordered, to bring with you and produce all books, papers; and writings and other documents in your custody or power in any way relating to the above named company. And take further notice that if you fail, without reasonable excuse, to attend at the said time and place and at any adjournments of the said public examination, a warrant for your arrest will issue, and you will be liable to be committed to prison without further notice. Note. -'A copy of the report of the Official Liquidator on which the order for public examination was made will be furnished to you on payment of the prescribed charges for the same. Dated this………..day of…………19………. Official Liquidator. To X.Y................................ (name) ………………………. (description and address) ………………………

FORM NO. 78

(see rule 217) (Heading as in Rule 4) Company Petition No………………..of 19………….. Report to the Court where person examined refuses to answer to the satisfaction of the officer of Court. At the public examination of…………….(name and description of the person………………examined) held before me this………..day of……………..19…………, the following question (s) was (were) put by me (or allowed to be put by me) to the said person (hereinafter referred to as "the witness",). Q. [Here state the question (s)] The witness refused to answer the said question (s) (or) the witness answered the said question (s) as follow. [Here insert the answer (s) if any] I thereupon intimated the witness that I was reporting his refusal to answer [or his answer (s)] to the Court and that he should attend the Court on the……………..day of……….19……….at………….O'clock in the……….. noon when the report will be considered by the Court. Officer holding the examination

FORM NO. 79 (See rule 220) (Heading as in Rule, 4) Company Petition No…………of 19…………… Warrant against person who fails to attend examination.

To

X.Y, the Officer of this Court. (or as the case may be). Whereas by order of this Court dated………………19………….., A.B. (name of the person required to attend) was ordered to attend before the Court for before the Master or other officer of the Court, as the case may be), for the purpose of being publicly examined under section 352 (or for being examined under section 351) on a day and at a time to be appointed ; and Whereas the………………..day of……………19………….O'clock in the……………..noon was fixed for the said examination before the Judge (or Master, etc.); and Whereas by evidence taken upon oath (or by affidavit of…………..solemnly affirmed) it has been made to appear to the satisfaction of the Court that notice of the said order and of the said time and place so appointed was duly served upon the said A.B;, and Whereas the said A.B. did without good cause fail to attend on the said ..............day of…………….19……….., for the purpose of being examined, according to the requirements of the said order of this Court made on the…………day of………..19…………directing him to attend/or and that the said A.B. has absconded (or that there is reason to believe that the said A.B. is about to abscond) with a view to avoiding the said examination ; This is to command you to arrest and take the said A.B., into your custody and bring him before this Court with all convenient speed. You are further ordered to return this warrant on or before ..................................19…………, with an endorsement certifying the day on which and the manner in which it has been executed, or the reason why it has not been executed. Given under my hand and the seal of the Court this………….day…………..of ………….19……, Judge or Registrar.

FORM NO. 80 (See rule 221)

(Heading as in Rule 4) Company Petition No…………….of 19………. Warrant of committal To The Officer in Charge of the Jail .................Jail……………….. ……………………………… Whereas A.B., whose attendance is required before this Court for being examined under section 351/352, has been arrested and brought before the Court in custody, and whereas the Court called upon the said………………to give security for his appearance before the Court for his being examined under section 351/352, and the said A.B., has failed to do so. This is to require you to receive the said A.B., into your custody in the civil prison and produce him before this Court at ……………..O'clock in the…………noon on the……….day of…………19…….., and on such other day or days as may hereinafter be ordered. Dated this……………..day of…………..19…………, Judge or Registrar.

FORM NO. 81 (See rule 221) (Heading as in Rule 4) Company Petition No …………..of 19………. Order to liberate prisoner on his finding bail

Upon the application by summons dated…………….19…………. of A.B. now a prisoner in civil prison in the Government Jail at……………who was arrested by warrant of this Court, dated ………….19……….. , pursuant to the order of this Court, dated……………..19…………, and upon hearing Mr………….advocate for the

applicant, and the Official Liquidator of the above-named company, and upon reading the order to wind up, etc., and the said A.B., by his counsel undertaking to attend before the Judge (or Master, etc.) on……………….day the…………….day of………. 19……………., at………….O'clock in the………..noon for being examined pursuant to the said order dated…………..19……………., and at any adjournments of the said examination, IT IS ORDERED that upon payment into this Court by the said A.B., of Rs………………………….[or upon the said A.B., furnishing two sureties for Rs ………….each to the satisfaction (of the Registrar) of this Court for his due appearance before this Court], the officer in charge of the Government Jail at…………… do discharge the said A.B., out of his custody under the said warrant, dated ............................19…..., Dated this………………day of…………………19……., (By the Court) Judge or Registrar.

FORM NO. 82 (See rule 224) (Heading as in Rule 4) Application No…………of 19……. (In Company Petition No……….of 19 (Official) Liquidator of the company (or A.B., a creditor or contributory, as the case may be) Versus ……………………………………..Respondents (Summons under section 413 (1) Let all parties attend the company Judge in Chambers on ..............................day the………………….day of…………….. 19……….., at………….O'clock in the ..............noon on the hearing of an application under section 513(1) on the part of the (Official) Liquidator of the company aforesaid (or A.B., of………….a creditor/contributory of the said company) for the following declaration and orders :……..

1. A declaration that the business of the said company was carried on from the……………………19…………., to the……………19……………, (the date of the commencement of the winding up of the company), with intent to defraud creditors and for other fraudulent purposes by reason of the fact that (Here set out the facts showing the fraudulent purposes, e.g. that the company continued to trade and to obtain goods on credit and to incur other liabilities without any means of prospects of being able to pay or provide for payment thereof, and further for the purpose of increasing the amount of assets available for distribution among the debenture. holders, including the respondent C.D., etc., or, as the case maybe) and that the respondents as the…………….of the company were knowingly parties to the carrying on the business of the said company in the manner aforesaid. 2. A declaration that the respondents …………….(names)…………….shall be personally responsible, without any limitation of liability for all the debts or other liabilities of the company. 3. A declaration that the said respondents are jointly and severally liable to pay to the Official Liquidator sums amounting to Rs ……………..being the amount of debts owing by the company in respect of goods supplied to or services rendered to or other liabilities incurred by the said company, during the period afore-said or such part of the sums as to the Court shall seem fit after due inquiry. 4. An order for payment to the Official Liquidator by the said respondents of the said sum of Rs,……………….or such other sum as to the Court shall seem fit. 5. An order that for the purpose of giving effect to the foregoing declarations, the liability of the respondent……………..(name) shall constitute a first charge on [Here set out the debt, mortgage or interest of the respondent on which the charge is created under section 413,(3)], (and that the liability of the respondent C.D., thereunder shall be and constitute a first charge on the debenture issued by the said company to him, and the money secured thereby). 6. An order that the respondents do pay to the applicant costs of and incidental to the application. 7. Such other order in the premises as the Court shall think fit to make. Dated this…………..day of………….19…………., Registrar. This summons was taken out by Mr……………..advocate for the applicant. To .........................(respondents)

……………….. Note:-If you do not attend, either in person or by your advocate, at the time and place above mentioned, such order will be made and proceedings taken as the Judge may think just and expedient.

FORM NO. 83 (See rule 224) (Heading as in Rule 4) Application No…………….of 19…………. (In Company Petition No .........................of 19………) (Official) Liquidator of ................ Company Ltd., [Applicant] or ( A.B., a creditor) contributory of the said company. [Applicant] versus ...................................................................Respondents

Summons under section 412 (1) Let all parties attend the company judge in Chambers on ...............................day…………..day of……………19 ……….at………….O'clock in the………….noon on the hearing of an application under section 412 (1) on the part of the (Official) Liquidator of the company aforesaid (or A.B., a creditor/contributory of the above company) for……… 1. A declaration that the respondents, the…………..(promoters, directors, managing agents, etc., as the case may be) of the above company had misapplied, retained or become liable or accountable for the money or property of the company, or were guilty of misfeasance and breach of trust in relation to the said company in (here set out briefly the ground on which-the declaration is sought, e.g., paying to the shareholders dividend-out of capital in respect of the financial year…………….., or lending without consideration

and without taking any security Rs…………..of the said company to ……..on……………….19…………, whereby the same became wholly lost to the said company on the adjudication of said………………as insolvent on…………19………….., or as the case may be). 2. An order that all necessary inquiries be made and accounts taken for ascertaining what sums the respondents are liable to contribute to the assets of the said company by way of compensation for such misfeasance and breach of trust as aforesaid. 3. An order that the respondents do jointly and severally contributory to the assets of the said company and do pay to the (Official) Liquidator of the said company all such sums as they may be found liable to contribute to such assets together with surcharge on such sums at the rate of…………..per cent. per annum as from the several dates when the said sums were respectively wrongfully paid away until the date of repayment. 4. An order that the said respondents do pay the costs of and incidental to this application. 5. Such other order as in the premises, the Court shall think fit to make. Dated this……………….day of……………19…………., Registrar. Advocate for applicant. (This summons was taken out by Mr……………………..advocate for the applicant.) To ........................(respondents), ………………

Note:-If you do not attend, either in person or by your advocate, at the time and place above mentioned, such order will be made and proceedings taken as the Judge may think just and expedient.

FORM NO. 84 (See rule 225)

(Heading as in Rule 4) Application No…………..of 19…… (In Company Petition No…………….of 19………… .......................................-Applicant versus .......................................-Respondent Points of claim under section 412 (1) )

1. The above-named company (hereinafter called `the company') was incorporated on the……………….19………, with a capital of Rs………..divided into...................shares of Rs……………each of which…………shares were at all material times issued and fully paid. 2. By an order made on the…………19………….., the company was ordered to be wound up by the Court (or, as the case may be). 3. The company is insolvent and the estimated deficiency according to (the statement of affairs) is Rs .................... 4. The respondent was a director/managing agent, etc., of the said company (state the position occupied by the respondent in the company and the period during which he occupied such position, and the salary paid to him.) 5. Etc. (Set out in the separate paragraphs, as may be necessary, the nature of the business of the company, the way in which it was carried on and the facts showing that the business was conducted fraudulently and chat the respondent was knowingly a party to the state.) The Official Liquidator/Liquidator/A.B., the applicant claims :(1) A declaration that the respondent is liable without any limitation of liability for all the debts of the company amounting to the sum of Rs ....................... (2) If necessary, an account of the debts of the company. (3) Payment by the respondent of the said sum of Rs ………………or other sum for which he may be found responsible on the taking of accounts.

(4) Costs. (5) Further or other relief. Delivered applicant. this………….day of…………..19……….by……….Advocate for the

FORM NO. 85 (See rule 225) (Heading as in Rule 4) Application No…………..of 19………… (In Company Petition No………………of 19…………) ......................................-Applicant versus ......................................-Respondents Points of claim under section 412 (1) 1. The above-named company (hereinafter called `the company' was incorporated on the………….19………….; with a capital of Rs …………divided into…………shares of Rs …………..each of which……………shares were at all material times issued and stood credited in the books of the company as fully paid. 2. By an order made on the……………19…………., the company was ordered to by wound up by the Court (or, as the case may be). 3. The respondents were at all material times [state the position occupied by each of them e.g. promoter, past or present director, managing agent, secretaries and treasurers manager, liquidator or officer of the company]. 4. Etc. (Set out in the separate paragraphs as may be necessary, the main facts showing the misfeasance or breach of trust committed by each of the respondents and the amounts which they are jointly and severally liable to make good to the company in consequence of such misfeasance or breach of trust.)

And the Official Liquidator/Liquidator/A.B., the applicant claims :(1) A declaration that the respondents and each of them as past (or present) directors (or, as the case may be) as aforesaid, have been guilty of misfeasance and breach of relation to the company as aforesaid. (2) An order that the respondents and each of them do repay to the (Official) Liquidator of the said company the said sums, together with surcharge at the rate of…………….per cent. Per annum from……………..19…………., down to the date of payment. (3) Costs. (4) Further or other relief. Applicant. Delivered this……………..day of………………..19…………….by……

FORM NO. 86 (See rule 227) (Heading as in Rule 4) Company petition No……………………of 19………….. [Title to be suitably modified in the case of a voluntary winding up.] Notice to Liquidator to elect whether he will disclaim I, the undersigned, give you notice that the above-named company was, at the time of the making of the winding up order herein (or at the time of the passing of the resolution for winding up), the lessee of the property described in the schedule hereto (or, as the case may be), and I, as lessor of the said property (or as the case may be), hereby require you pursuant to the provisions of section 407 (4) of the Companies Ordinance, 1984 within 28 days after the receipt of this notice to decide whether you will disclaim the said lease (or, as the case may be), and if you decide to disclaim as aforesaid, to give me notice within the said 28 days of your intention to apply to the Court for leave to disclaim accordingly"[ "In the case of a contract, add at the end "and also disclaim the contract within the said period"]

Dated this ……………….day of………….19…………,

(Signature) Address (Lessor or advocate for the lessor or as the case may be) . To The (Official) Liquidator of .............. Ltd., (in liquidation) SCHEDULE Here set out particulars of the property, lease, contract, etc.

FORM NO. 87 (See rule 227) (Heading as in Rule 4) Company petition No………………of 19…………. Notice by liquidator of intention to apply to Court for leave to disclaim. Take notice that I intend to apply to the Court for leave to disclaim (here specify the property, lease, contract, etc, with short particulars and the interest of the company, therein sought to be disclaimed) referred to in the notice given by you to me as the Liquidator of the above-named company. (Signature) (Official) Liquidator of the said company' To --------------------------------------------

FORM NO. 88 (See rule 227) (Heading as in rule 4) Application No……………………of 19……….., (Official) Liquidator of the said company…………………..Applicant Summons for extension of time for giving notice of intention to apply for leave to disclaim Let all patties concerned, attend the company Judge in Chambers on the........................................day of………………19…………, on the hearing of an application by the applicant herein for an order that the applicant as the (Official) Liquidator of the above-named company may be at liberty with .........................................days of the order to be made herein to give notice to…………of………………..of his intention to apply to the Court for leave to disclaim (here specify the property, lease or contract, etc., and the interest of the company therein to be disclaimed with short particulars thereof). Dated this…………………………day Liquidator . of…………………….19……….(Official)

Registrar.

This summons was taken out by the (Official) Liquidator of the above-named company.

To (Insert names of persons to be served, if any)

FORM NO. 89 (See rule 227) (Heading as in rule 4) Company Petition No………………..of 19………….. Before the Hon’ble Mr. Justice........................................

(or as the case may be) Order extending time for disclaimer Upon the application of etc. IT IS ORDERED that the applicant, as such Liquidator, be and is hereby allowed a further period of…………….days from the…………………….19……..within which he may give notice to…………….of his intention to apply to the Court for leave to disclaim the (here specify the property, lease, contract, etc. with short particulars and the interest of the company therein which is to be disclaimed). Dated this…………………day of…………………19…………,

(By the Court) Registrar.

FORM NO. 90 (See rule 227) (Heading as in rule 4) Company Petition No…………………of 19…………….., Notice of interest in property sought to be disclaimed To The (Official) Liquidator, etc.. Take notice that I, the undersigned, claim to be interested in (specify the property, lease, contract, etc., with short particulars) which is sought to be disclaimed by you, and that the nature of my interest therein is as follows :(SIGNATURE) Address ...................

FORM NO. 91 (See rule 227) (Heading as in rule 4) Company Petition No…………………….of 19…………, Application No……………………..of 19………………, (Official) Liquidator of the said company……………………..Applicant Summons for leave to disclaim

Let all parties concerned attend the company Judge in Chambers on the………………..day of……………19…………at………..O'clock in the………………noon, on the hearing of an application of the (Official) Liquidator of the above-named company for an order pursuant to section 407 of the Companies Ord., 1984 that the said Liquidator [notwithstanding that the time limited thereof by, section 407 (1) has expired[To be included where the time has expired.]] may be at liberty to disclaim (here specify property, lease, contract etc., with short particulars and the interest of the company therein sought to be disclaimed) and that the costs of the application may be provided for. Dated this……………….day of……………19…………… Liquidator of the said company Registrar. Note :-On the hearing, the Summons will he adjourned for notice to interested parties.

FORM NO. 92 (See rule 227) (Heading as in rule 4) Company Petition No……………..of 19…………. Application No ………………of 19………………… (Official) Liquidator of the said company……………Applicant

Affidavit in support of summons for leave to disclaim a lease I, the (Official) Liquidator of the said company, do solemnly affirm and say as follows :1. The above-named company (hereinafter referred to as the company) was order to be wound up by this Court by order dated……………………..19…………(or the above-named company resolved by a resolution passed on…………that it should be wound up voluntarily, and I was appointed Liquidator for the purpose of the winding up). 2. By a lease dated the………………days of………….19…………, made between……………………..of the one part and the company of the other part, the said………………………demised unto the company all that (specify shortly the premises leased and the, rent, mentioning any special covenants. The said lease [The original or a certified copy of the lease to be produced.] is now produced and shown to me marked 'A'. 3. The premises so demised to the company were used by them for the purposes of (specify what) but have not been occupied or used by the company since the month of………………..19………….(etc., as the case may be), nor there are any goods and chattels of the company thereon. 4. I have/have not endeavoured to sell the said lease. Having regard to the rent payable and the terms thereof, the lease is not a profitable one. I have/have not entered into possession of the premises thereby demised or exercised any act of ownership in relation thereto (or, as the case may be). 5. The said lease is of no benefit to the company, its creditors or shareholders, and to the best of my knowledge, information and belief there are no persons interested in the said lease except the company and……….the lessors as aforesaid (or, as the case may be, and state any advantages sought to be attained by the disclaimer, how it would affect other people, etc.). 6. (If the 'disclaimer' is out of time, facts in explanation on which the Court may be properly asked to extend the time should be stated). 7. [On the………………….19………….., I received a notice from ………….Of……………..requiring me to say whether or not it was my intention to disclaim the said contract. The notice is hereto annexed, marked ................................... On the…………………day of……………..19………., within 28 days of the receipt of the said notice (or if the Court has extended the time, and, by leave of the Court notwithstanding that 28 days had elapsed since the receipt by me of the said notice) I gave notice to the said…………….of my intention to make this application to the Court. A copy of the said notice is hereto annexed and marked………………]

8. The assets of the company are insufficient to meet the claims of the creditors (or, as the case may be). 9. In these circumstances, I ask for leave to disclaim the said lease, and the said…………should be allowed to prove for the loss suffered by reason of the said disclaimer alongwith the other creditors. Sworn/Solemnly affirmed, etc. Liquidator.

FORM NO. 93 (See rule 230) (Heading as in rule 4). Company Petition No……………of 19………, Notice to parties interested in the property in respect of which the application to disclaim is made Notice is hereby given that on an. application to the Court by me as (Official) Liquidator of the above-named company for leave to disclaim a lease to the above-named company dated…………..19…………..etc., (or, as the case may be), the Court adjourned the matter until the…………..day of…………………..19………for notice to be given to you. If you desire to be heard on the said application, you should attend the adjourned hearing before the Court on………………day the……………day of…………..19……………, at…………….O’clock in the………. noon either in person or by advocate. A copy of the summons and a copy of my affidavit filed in support thereof are sent herewith. (SIGNATURE) Liquidator. To -------------------------------------------------

FORM NO. 94 (See rule 231) (Heading as in rule 4) Company Petition No……………..of 19……….. Application No ……………..of 19…….. (Official) Liquidator of the, the said company -Applicant Before the Hon'ble Mr. Justice………………. Order giving leave to disclaim Upon the application by summons dated………………….19……………, of the (Official) Liquidator of the above-named company, and upon hearing the applicant in person (or……………………advocate for the applicant) [and the advocate, for…………(party interested) or no one appearing for or on behalf of ………………… a party interested although he has been duly served with notice of the said application pursuant to the directions of the Court as appears by the affidavit of……………..filed on…………..19…………….], and upon reading the order to wind up the said company dated the…….19………. , [or on persuing the resolution of the company for voluntary winding up dated…………19…………..], the affidavit of………..filed the………….19……….., and the affidavit of……………filed the………..19……., and the exhibits in the said affidavits respectively referred to (Exhibit………….to the first mentioned affidavit being the contract or lease or as the case may be).[ Note.- Where the Court has made an order extending the time, that order also be mentioned in the preamble to this order.] IT IS ORDERED that the (Official) Liquidator of the said company, the applicant, be at liberty, on or before………….19………., to disclaim the contract (or the lease, or the shares or other property as the case may be) dated…………19…………, made between……………or the one part, and the said company of the other part, whereby (set out in brief the nature of the contract or the lease or the shares or the property as the case

may be) particulars of which are set out in the schedule hereto, upon the following terms, namely:' (Here set out the terms and conditions if any subject to which leave to disclaim has been granted.) Schedule above referred to [Here set out the particulars of the property disclaimed, e.g., contract or lease dated……………..19…………, made between, etc., or shares of the face value or Rs………..in……….of which Rs…………..are paid-up, etc., (or as the case may be).] Dated this…………day of…………19………… (By the Court) Registrar.

FORM NO. 95 (See rule 232) (Heading as in rule 4) Company Petition No………………of 19………… Disclaimer of lease [The form to be suitably altered in the case of property other than lease.] Pursuant to an order of the Court dated the…………..day of…………19…………….., I, the undersigned, the (Official) Liquidator of the above-named company,. hereby disclaim all interest in the lease dated……………….19…….,whereby the premises (here insert description of the property disclaimed) where demised to ………….at a rent of Rs……….per annum (or per mensem) for a term of……….years. Notice of this disclaimer has been given to…………..dated this…………day of………..19…. (Official) Liquidator.

FORM. NO. 96 (See rule 232) (Heading as in rule 4) Company Petition No…………….of 19……………… Notice of disclaimer of lease [Form to be suitably altered in the case of property other than lease.] Take notice that pursuant to an order of the Court, dated the………………… day of…………19 …….I, the undersigned. the (Official) Liquidator of the above-named company, by writing under my hand bearing date the ..........................day of………….19……….., disclaimed all interest in the lease dated the………….day of………………19………….whereby the premises (here insert description of property disclaimed) were demised to .......................at a rent of Rs………….per annum (or per mensem) for a term of ………..years.' The above-mentioned disclaimer-was filed in Court on the ...................................day of………….19……… Dated this……………..day of…………..19 …….. (Official) Liquidator.

FORM NO. 97 (See rule 240) (Heading as in rule 4) Company Petition No…………..of 19……………. Notice of dividend (Please bring this dividend notice with you, Dividend of ……………..Paisa in the rupee) To

……………………………….. (Name) ……………………………….. (Address) Take notice that a[Insert here 'first' or 'second' or 'final' as the case may be.]………………..dividend of………….Paisa in the rupee has been declared. The amount payable to you is Rs …………….and the same will be payable at my office on the…………..day of…………..19……….and on the subsequent working days up to the………….day of…………….19………between the hours of ……………... Upon applying for payment this notice must be produced entire with any bills of exchange, promissory notes or any other negotiable securities held by you, If you desire the divident to be paid to some other person, you may send an authority to this effect. If you do not attend personally you must fill up and sign the enclosed forms of Receipt and Authority. Dated at………………..this………….day of…………..19………, Official Liquidator.

Note :-1. The receipt and authority should, in the case of a film, be signed in the firm's name, and in the case of a limited company, by an officer of the company so described. 2. If you 'do not claim the dividend, declared and payable as above, within six months after the date when if became payable, the Official Liquidator shall pay the said amount into the Companies Liquidation Account in the State Bank of Pakistan under section 432.

Enclosures Receipt (Heading as rule 4) Address ........……………... Date……………………. RECEIVED from the Official Liquidator of the above company the sum of Rs……………………………….being the amount payable to me/us in respect of the……….dividend of………….Paisa in the rupee. Rs……………………… Payee's signature.

Authority for delivery (Heading as in rule 4) Address……………………. Date……………………….. SIR, Please deliver to the bearer…………………(name of bearer) (or send to me by cheque by post or by postal money order, at my expense and risk) the .....................dividend of Rs …………….payable to me. Rs ....................................................... Payee's signature.

To The Official Liquidator of………………..(company)

FORM NO. 98 (See rule 240) (Heading as in rule 4) Company Petition No…………….of 19…………….. Advertisement as to declaration of dividend Notice is hereby given that a [Insert here ‘first’ or 'second' a 'final' as the case maybe.]………………….dividend of …………..Paisa in the rupee has been declared and that the same will be payable on the ................day of…………….19 ……………..and on the subsequent working days up to the …………….day of…………19 at the office of the Official Liquidator. Every person entitled to participate in this dividend will receive a notice to that effect and no payment will be made except upon production of such notice.

Official Liquidator.

FORM NO. 99 (See rule .243) (Heading as in rule 4) Schedule of contributories to whom return is to be made Nu mbe r as in settl ed list Add Name ress of contrib utory as in settled list Nu mbe r of shar es held as per settl ed list Tot al amo unt call ed up Tot al amo unt paid up Arr ears of call s at date of retu rn Previo us return of capital approp riated by Liquid ator for arrears of calls Rs. Ps. 8 Am ount of retur n paya ble at Net retu rn pay able Rem Date arks and partic ulars of transf er of intere st or other variati on in list 11 12

Rs. Ps 1 2 3 4 5

Rs. Ps 6

Rs. Ps. 7

Rs. Ps 9

Rs. Ps

10

Where the articles provide that the amount divisible among the members or any class of members shall be divisible in proportion to the amount tip or which ought to have been paid up at the date of the winding up, or contain any other provision which will necessitate further information be a return can be made columns should be added showing the amount called up and the amount paid up at such date in respect of shares then held by such members or class or members or such other facts as may be requisite.

FORM NO. 100 (See rule 243) (Heading as in rule 4) Company Petition No…………….of 19……………

Notice of return to contributories To ………………………… ……………………….. Notice is hereby given that a first/second/final return of …………..per-share has been declared.-The amount payable to you is Rs ……………and the same will be payable at my office on the………………..day of…………….19…………, and the subsequent working days up to the ……………..day of…………….19………..between the hours of …………. Upon applying for payment, this notice must be produced entire together with the share certificate. If you do not attend personally you must forward the share certificate and fill up and sign the enclosed forms of receipt and authority for delivery. Dated…………… Official Liquidator.

Note :-The receipt. should be signed by the contributory personally, or in the case of joint contributories, by each of them, and in the case of a, limited company, by an officer of the company so described. Enclosures : (1) Receipt .……………… (Heading as in rule 4) RECEIVED from the Official Liquidator of the above company the sum of Rs…………..being the amount payable to the/us in respect of the first/second/final return of……………….per share held by me/us in the above company. Rs……..... (Signature/Signatures) Dated....................................... Address:……………. (2) Authority for delivery. (Heading as in rule 4)

Address: Date: Sir, Please deliver to the bearer………………(name of bearer) (or send to me/us by cheque by post or -by postal money order, at my/our expense and risk) the first/second/final return or Rs ……………payable to me/us. Rs……………….. To The Official Liquidator of……………………. ………………… (company), Payee's signature.

Note :-This is an authority, only to deliver, and not 'to make the return payable to another person.

FORM NO. 101 (See rule 260) Instructions Regarding the Preparation of the Statement of Account The following general instructions shall be observed in preparing the statements of account to be filed in Court :1. The statement should be a detailed account of all the Liquidator's realisations and disbursements in respect of the company. Under realisations should be entered all receipts derived from assets existing at the commencement of the winding up and subsequently realised, including balance in Bank, Book Debts and Calls collected, Property sold, etc., and under disbursements should be entered all payments for costs and charges, or to creditors and contributories. Where property has been realised, the gross proceeds of sale must be entered under realisations, and the necessary payments incidental to sales must be entered as disbursements. The statement should not contain payments into or out of the Bank (which should be shown by the Bank pass book), nor the temporary investments by the Liquidator or the proceeds of such investments when realised, which should be, shown separately, by a separate' detailed statement of moneys invested by the Liquidator and the investments realised.

Profit allowed or charged by the Bank. Bank Commission, etc., and profit or loss upon the realisation or temporary investments should. however, be inserted "in the accounts of realisations or disbursements, as the case may be. Each receipt and payment must be entered in the account in such a manner as sufficiently to explain its nature. The receipts and payments must severally be added up at the foot of each sheet, and the totals carried forward, from one account to another without any intermediated balance, so that the gross totals shall represent the total amounts received and paid by the Liquidator respectively. 2. Where the Liquidator carries on a business, a Trading Account must be furnished as a distinct account, and only the totals of receipts and payments on the Trading Account must be brought into the statement. 3. When dividends or instalments of composition are paid to creditors, or a return of surplus assets is made to contributories, the total amount of each dividend, or instalment of composition, or return to contributories, actually paid, must be entered In the statement of disbursements as one sum; and the liquidator must furnish separate accounts showing in lists the amount-of the claim of each creditor, and the amount of dividend or composition payable to each creditor, and of surplus assets payable to each contributory, distinguishing in each list the dividends and instalments of composition and shares of surplus assets actually paid and those remaining unpaid. 4. When unclaimed dividends, instalments of composition or return of surplus assets are paid into the Companies Liquidation. Account, the total amount so paid should be entered in the statement of disbursements as one sum. OFFICIAL LIQUIDATOR'S STATEMENT OF ACCOUNT To be filed under section 384) 1. 2. 3. 4. Name of company Date of winding up order Date of comencement of winding up Period of account

Realisation Disbursements Date Of Nature Receipt Amount Date To Nature of Voucher Amount whom of number whom disbursement number received assets paid realized 1 2 3 4 5 1 2 3 4 5 Brought forward. Brought forward Carried forward. Carried forward Note :-1. The statement should be made out in accordance with instructions 1 to 4 herein.

2. No balance should be shown on this account, but only the total realisations and disbursements which should be carried forward to the next statement of account. 3. Only the total amount of dividends paid to creditors or capital returned to contributories should he included under disbursements, and the details should be given in the Annexure below. Analysis of Balance Rs. Ps. Total realizations Total disbursements Balance __________ ___________

The balance is made up as follows Cash in hands of the Official Liquidator Rs. 2. Total payments into Bank including balance at date of commencement of winding up as per Bank Book Total withdrawals from Bank. Balance at Bank 3. Amounts invested by official Liquidator [Note.-Full details of investments made and realisations thereof should be given in a separate statement.] Less Amounts received by realisation of investment. Deduct profit or add loss on realisation of investment (carried into account) ________ _________ Balance under investment _________ Total balance as shown above. Rs. Ps ___________ Ps.

__________

Annexure to the Account

I. Calls made by the Official Liquidator Date of call Rate of call Total amount of call Total amount realised on the call II. Dividends declared 1. Date of declaration 2. Rate of dividend 3. If not declared, state reasons; and when declaration may probably be made: (Where dividends have been declared and paid, the following account should be furnished). Number on list Name creditor of Amount proof of Amount of (or dividend Paid composition) Unclaimed Rs. Ps. Rs. Ps. 4 5

1

2

3 Total

III. List of amounts paid and payable to contributories during the period of account.

Number on list

Name of Number contributory shares 2 3 Total

1

of Amount returnable on shares Paid Unclaimed Rs. Ps. Rs. Ps. 4 5

IV. Legal proceedings authorized Date of order Name of authorizing advocate employment of advocate 1 2 Nature of work Limit of costs, if authorised to be any done 3 4

If any actions or other proceedings are delaying the close of the liquidation, state shortly the nature and probable duration thereof. State also any other circumstances tending to delay the winding up of the company, or affecting the realised value of the property or the costs of realisation V. Liquidator's Trading Account To be furnished where the Official Liquidator carries on business. The Official Liquidator in account with the estate Dr. Date Receipts Particulars Total Date Rs. Ps. Payments Particulars Total Cr. Rs.

Ps.

Dated………………

SD/- Official Liquidator.

FORM NO. 102 (See-rule 260) (Heading as in rule 4) Affidavit verifying account I…………………….., the Official Liquidator of the above-named company solemnly affirm and say :That the account hereunto annexed and marked `A' contains a full and true account of my receipts and payments in the winding up of the above-named company from the…………….day of……………19………………, to the………………day of……………..19…………….., inclusive and that I have not, nor has any other person by my order or for my use, during such period, received or paid any moneys on account of the said company other than and except the items mentioned and specified in the said account. I further say that the particulars in the annexed account marked `A' with respect to the proceedings in and position of the liquidation, are-true to the best of my knowledge and belief.

Sworn/Solemnly affirmed by the Official Liquidator of this Court at………………….this……………. day of………………………….19……………. Before me. Commissioner. Liquidator. Official

FORM NO. 103 (See rule 260) (Heading as in rule 4) Official Liquidator's Final Account 1. Name of company 2. Date of winding up order 3. Date of commencement of winding up 4. Period of account

Realisation Disbursements Date Of Nature Receipt Amount Date To Nature of whom of number whom disbursement received assets Rs. Ps. paid 1 2 3 4 5 1 2 3 Brought forward. Brought forward ________ Total ________ Total

Voucher Amount number Rs. Ps. 4 5 __________ __________

Note :- The statement should be made out in accordance with the directions contained in the Form relating to the Quarterly statements. Analysis of Balance Rs. Total realisations Total disbursements Balance Ps.

__________ __________

The balance is made up as follows :1. Cash in hands of the Official Liquidator Rs. 2. Total payments into Bank (including balance at date of commencement of winding up) Total withdrawals from Bank Balance at Bank Total balance as shown above __________ __________ Ps.

(Trading account for the period, if any, to be attached) Subject to the directions of the Court, it is proposed to pay the balance-shown as above into the Companies Liquidation Account in the State Bank of Pakistan under section 432. Official Liquidator's report to accompany account 1. (i) Assets realised Assets at *Estimated value commence ment of winding up Rs. Ps. 1 2 1. Property (as per register of Assets). 2. Book Debts & outstanding. 3. Surplus from securities. 4. Unpaid calls (prior to winding up). 5. Capital called up. Total Total realised from Remarks the assets Rs. Ps. 3 4

*[As per statement of affairs, or where there is no statement of affairs, according
Liquidator's estimate.]

to the

(ii) Assets which are unrealisable and should be written of: (Give particulars and stat, reasons why they could no be realised)

Assets at the Estimated value commencement of winding up 1. Property (as per register of Assets). 2. Book Debts and outstandings. 3. Unpaid calls (prior to winding up). 4. Capital not realised.

Reasons why they could not be realised and should be written off

2. Liabilities Amount due Rs. Ps. (1) Secured creditors (2) Preferential creditors (3) Debenture holders (secured by. a floating charge). (4) Unsecured creditors (5) Return of capital to contributories 3. Expenses of winding up Rs ................................. Total amount paid by way of dividend or Otherwise

4. Statement of unpaid dividends and undistributed assets paid and payable into the companies Liquidation Account in the State Bank of Pakistan. (a) Total amount of unpaid dividends and undistributed assets paid into the Companies Liquidation Account as per previ. ous account. Amount of unpaid dividends and undistributed assets paid into the said account during the period of this account. Total (b) Unpaid dividends and undistributed assets pending payment into the Companies Liquidation Account in the State Bank of Pakistan. ___________ ___________ Rs. Ps.

5.Particulars of unpaid dividends and undistributed assets paid into the Companies Liquidation Account in the State Batik of Pakistan during the period of account Number on list Name of creditors or address contributories creditor of Date of Remarks and Amount of dividend of payment into companies or assets payable

contributory 1 2 3

Liquidation Account4

5

6. Particulars of unpaid dividends or undistributed assets pending payment into the said account. Number on list Name and of creditors or address of contributories creditor or contributory 1 2 Amount of Date when Remarks dividend of payable to assets payable creditor or contributory 3 4 5

Dated………………..

Official Liquidator.

FORM NO. 104 (See rule 267) (Heading as in rule 4) Annual statement to be filed by the Official Liquidator under section 430 1. Name of company 2. Date of winding up order 3. Date of commencement of winding up: 4. Date to which the statement is brought down Realisations Disbursements

Rs. Brought forward Total realisation for the period from……….to.. Total disbursements .. .. .. .. .. .

Ps.

Rs.

Ps.

________ Total

__________

________ Balance _________ Analysis of Balance Rs. The balance is made up as follows : 1. Cash in the hands of the Official Liquidator Rs.

_________ _________

Ps.

Ps.

2. Total payments into Bank including balance at date of commencement of winding up as per Bank pass book Less total withdrawals from Bank .. .. .. _______________ Balance at Bank .. 3. Amounts invested by the Official Liquidator. [Note :-Full details of investments made and realisations thereof should he given in a separate statement.] Less Amounts received by realisation of investment Deduct profit or add loss on realisation of investment (carried into the account) . .. .. .. Balance under investment _________ Total balance as shown above _________ Rs. Ps.

__________

Statement as to the position of the liquidation as on………………(the date to which the statement is brought down)

Rs. Ps. 1. Assets Total amount of estimated assets at the date of the com mencement of the winding-up after deducting amounts charged to secured creditors

[Note :-Full details of investments made and realisations thereof should he given in a separate statement.] (As per statement of affairs or Liquidator's estimate) Assets realised Estimated value of assets still to be realised 2. Liabilities Total amount due Secured creditors Preferential creditors Debenture holders secured by floating charge Unsecured creditors 3. Total amount of capital paid up at the date of commencement of winding up Paid up in cash Issued as paid otherwise than for cash 4. General description and estimated value of outstanding assets still to be realised (if any) 5. Causes which delay the termination of winding up 6. Period within which the winding up may probably be completed 7. Statement of the moneys paid into the Companies Liquidation Account in the State Bank of Pakistan under section 430 during the period Amount paid Amount outstanding

Number on list of creditor or contributory

Name and address of creditor or contributory.

Amount of unpaid dividend or undistributed assets 3

Date when payable to creditor or contributory

1

2

4

Date of Remarks payment into the Companies Liquidation account 5 6

Dated…………………….

SD/Official Liquidator. Declaration

I declare that the particulars set out in the above statement are true and that the above statement sets out the true position of the liquidation as on……………..to the best of my knowledge and belief. Dated………………….. SD/Official Liquidator.

FORM NO. 105 (See rule 267) Instructions regarding the preparation of the statement of account The following general instructions shall be observed in preparing the statements of account to be filed by a liquidator in a voluntary winding up under section 430. 1. The statement should be a detailed account of all the liquidator's realisations and disbursements in respect of the company. Under realisations should he entered all receipts derived from assets existing at the commencement of the winding up and subsequently realised, including balance in Bank, Book Debts and Calls collected, Property 'sold, etc., and under disbursements, should be entered all payments for costs and charges, or to, creditors and contributories. Where property has been realised, the gross proceeds of sale must be entered under realisations, and the necessary payments incidental to sales must be entered as disbursements. The statement should riot contain payments into or out of the Bank (which should be drown by the Bank pass book), nor the temporary investments by the Liquidator or the proceeds of such investments when realised, which should be shown separately, by a separate detailed statement of moneys invested by the liquidator and the investments realised. Profit allowed or charged by the Bank, bank commission, etc., and profit or loss upon the realisation of temporary investments should, however, be inserted in the accounts of

realisations or disbursements, as the case may be. Each receipt and payment must be entered in the account in such a manner as sufficiently to explain its nature. The receipts and payments must severally be added up at the foot of each sheet, and the totals carried forward, from one account to another without any intermediate balance, so that the gross total shall represent the total amounts received and paid by the Liquidator respectively. 2. Where the Liquidator carries on a business, a trading Account must be furnished as a distinct account, and only the totals of receipts and payments on the Trading Account must be brought into the statement. 3. When dividends or instalments of commission are paid to creditors, or a return of surplus assets is made to contributories, the total amount of each dividend, or instalment of composition, or return to contributories, actually paid must be entered in the statement of disbursements as one sum ; and the Liquidator must furnish separate accounts showing in lists the amount of the claim of each creditor and the amount of dividend or composition payable to each creditor, and of surplus assets payable to each contributory, distinguishing in each list the dividends and instalments of composition and shares of' surplus assets actually paid and those remaining unpaid. 4. When unclaimed dividends, instalments of composition or return of surplus assets arc paid into the Companies Liquidation Account the total amount so paid should be entered in the statement of disbursements as one sum. LIQUIDATOR'S ACCOUNT (to be filed in duplicate)

Exhibit 'A' This is the Exhibit marked 'A' referred to in the affidavit of ...............................solemnly affirmed before me this ............................day of……………… 1. Name of company *2. Nature of proceeding 3. Date of commencement of winding up 4. Date to which statement is-brought down 5. Name and address of liquidator Liquidator's -statement of account pursuant to section 430 of the Companies Ordinance. Liquidator's account from................................. Realisations

Commissioner.

to………………………. Disbursements

Date

Of Nature Amount whom of assets received realized Rs. Ps. 1 2 3 4 Brought forward ___________ Total carried over ____________

To whom paid 1 2 Brought forward Total carried over

Date

Nature of Amount disbursement Rs. Ps. 3 4 ___________ ____________

Note:-No balance should he shown on this account, but only the total realisations and disbursements, which should be carried forward to the next account. Analysis of Balance Rs. Total realisations Total disbursements Balance _________ _________

Ps.

*Note: Here state whether it is winding up under supervision of Court, or a member or
creditor's voluntary winding up. If it is a winding up under the supervision of the Court, the number of the petition or other proceeding in which the order was made and the date of the order should also be given.'

Rs. The balance is made up as follows : 1. Cash in the hands of the Liquidator .. Rs. Ps.

Ps.

2. Total payments into Bank including balance at date of commencement of winding up (as per Bank Account Statement) Less total withdrawals from Bank __________ Balance at Bank 3. Amounts invested by the Liquidator . . . . [Note: Full details of investments made and realisations thereof should be given in a separate statement.] Less Rs. Ps. -

Amounts received by realisation of investment Deduct profit or add loss on realisation of investment (carried into the account). Balance under investment Total balance as shown above ___________

ANNEXURE TO IICHE ACCOUNT-1 Statement as to the position of the liquidation as on……………….(the date to which the statement is brought down)

1. Assets : (a) Assets not specifically pledged Total amount of the estimated assets at the date of the com mencement of the winding up Assets realised Estimated value of assets still to be realised (b) Assets specifically pledged Book Value (1) Immovable property. (2) Goods not in possession (3) Goods in possession. (4) Other property Surplus or deficiency from assets specifically pledged 2. Liabilities Total amount due Rs. Ps. (1) (1) Secured creditors (2) Preferential creditors (3) Debenture holders secured by a floating charge Value realised

Rs.

Ps.

Due to Surplus(+) or Deficiency(-) Secured creditors

Amount paid Rs. Ps. (2)

Amount outstanding Rs. Ps. (3)

(4) Unsecured creditors

3. (a) Total amount of capital paid up at the date of commencement of winding up Rs. Ps. Paid up in cash Issued as paid otherwise than in cash (b) Calls (if any) made by the Liquidator (1) Date of call (2) Rate of call (3) Total amount of call (4) Total amount realised on call. 4. General description and estimated value of the outstanding still to be realised (if any). 5. Causes-which delay the termination of the winding up. 6. Period within which the winding up may probably be concluded. 7. Legal proceedings (if any), instituted pending or concluded during the period. Name of Court and number of proceeding 1 of Stage of Names of Nature parties and proceeding proceeding their advocates 2 3 4 Nature of Remarks decree or order made. if any 5 6

(If any actions or other proceedings arc delaying the close of the liquidation. state shortly the nature and probable duration thereof. State also other circumstances tending to delay the winding up of the company, or affecting the realised value of the property or the costs of realisation) ANNEXURE-II. Liquidator's Trading Account Liquidator of the above company in account with the estate Dr. Receipts Particulars Cr. Payments Particulars

Date Total

Rs. Ps.

Date Total

Rs.Ps.

ANNEXURE-III List of dividends or composition I hereby certify that a dividend (or composition) of…………………paisa in the rupee was declared payable on or after the…………..day of……….19……..and that creditors whose names arc set forth below arc entitled tat the amounts set opposite their respective names, and have been paid such amounts except in the cases specified as unclaimed. Dated the…………………….day of………………19 (Sd.)/Liquidator. of Amount of dividend or com position Paid Unclaimed Rs. Ps. Rs. Ps. 4 5 ___________________________ __________________________ ANNEXURE-IV List of amounts paid or payable to contributories Name of company………………………(in liquidation) I hereby certify that a return of surplus assets was declared payable to contributories on or after the………..day of…………..19………..at the rate of………….per share, and that the contributories whose names are set forth below are entitled to the amounts set opposite their respective names, and have been paid such amounts except in the cases specified as unclaimed. Dated the……………….day of…………….. 19 (Sd.)/Liquidator. of Amount of returned on shares

Number on list

Name creditor

of Amount claim Rs. 3 Total Ps.

1

2

Number on list

Name of Number contributory shares

1

2 Total

Rs. 3

Ps.

Paid Unclaimed Rs. Ps. Rs. Ps. 4 5 ___________________________ __________________________

ANNEXURE-V Statement of unclaimed dividends and undistributed assets paid into the Companies Liquidation Account in the State Bank of Pakistan during the period ..................................... Serial number Name and address of creditor or contributory Amount of dividend or undistributed assets payable or refundable 3 Date when payable or refundable to creditor-or contributory 4 Date of payment into Companies Liquidation Account 5 Remarks

1

2

6

Dated this………………….day of……………………19 (Sd.)/Liquidator

FORM NO. 106 (See rule 267) [Heading as in rule 4]

Name of company Nature of proceeding Date of commencement of winding up Affidavit verifying account

I…………………………………Liquidator of the above-named company solemnly affirm and say :That the account hereunto annexed and marked `A' contains a full and true account of my receipts and payments in the winding up of the above-named, company from the……………day of……………..19……….., to the…………day of………………………..19…………..inclusive and that I have not nor has any other person by any order or for my use, during such period, received or paid any moneys on account of the said company other than and except the items mentioned and specified in the said account. I further say that the particulars in the annexed account marked 'A' and the annexures thereto, with respect to the proceedings in and position of the liquidation, are true to the best of my knowledge and belief. Solemnly affirmed by the Official Liquidator of this Court at .....……this.................day of……….19………. Liquidator. Before me. Commissioner.

FORM NO. 107 (See rule 269) Companies Ordinance, 1984 Members' voluntary winding up Declaration of solvency, embodying a statement of assets and liabilities (pursuant to section 362)

Name of Company………………….Limited. Presented by : .............................................. Declaration of solvency We…………….., of………………..and of……………being all the/majority of the directors of……………….do solmenly affirm and declare that we have made a full enquiry into the affairs of this company, and that having done so, we have formed the opinion that this company has no debts/will be able to pay its debts in full within a period of [The period to he filled in should not exceed one year.]……………..months from the commencement of the winding up, and we append a statement of the company's assets and liabilities as at…………..,being the latest practicable date before the making of this declaration. And we make this solemn declaration believing the same to be true. Solemnly affirmed the of………….19……… before me. declared at…………………the……………day

Signatures. Director of the Company. Commissioner for Oaths or Notary Public or Justice of the Peace. Statement as at……………………19…………showing assets at estimated realizable values and liabilities expected to rank. Assets Book Value 1. Balance at Bank 2. Cash in hand 3. Marketable Securities 4. Bills Receivable 5. Trade Debtors 6. Loans and Advances 7. Unpaid Calls 8. Stock-in-trade 9. Work-in-progress, viz., ------------------------------------------------------------------------10. Freehold Property 11. Leasehold Property 12. Plant & Machinery 13. Furniture, fittings, utensils, etc. 14. Patents, trade Marks, etc 15. Investments other than Marketable Securities 16. Other property, viz. Estimated to realised

-------------------------------------------------------------------------

_____________ Total _____________ Estimated to rank for payment (to the nearest rupee)

Liabilities 1. Secured on specific assets, viz., 2. Secured by floating charget(s), viz., 3. Estimated cost of liquidation and other expenses including interest accuring until payment of debts in full 4. Unsecured creditors (amounts estimated to rank for payment) (a) Trade accounts (b) Bills payable (c) Accrued expenses (d) Other liabilities ------------------------------------------------------------------------(e) Contingent liabilities ------------------------------------------------------------------------------------------------__________ Total .. __________ Total estimated value of assets Total liabilities Estimated surplus after paying debts in full Rs …………………. Rs …………………. Rs………………….

Remarks Dated…………..

Signatures Directors of the Company,

FORM NO. 108 (See rule 270) Companies Ordinance, 1984 Form of statement of assets and liabilities (To be submitted to a meeting of creditors pursuant. to section 368 by the Liquidator in a Members' Voluntary Winding up if he is of the opinion that the company will be unable to pay its debts in full within the period stated in the declaration of solvency, viz…………………..months from the commencement of the winding up or if the period has expired without the debts, having been paid in full). Name of company…………………………Ltd. (in liquidation) Date of commencement of winding up ...................................... Statement as at………………………..19…………….., showing, assets at estimated realisable values and liabilities expected to rank. Assets Book values Estimated realisable values

1. Assets not specifically pledged (1) Balance at Bank (2) Cash in hand (3) Marketable Securities (4) Bills Receivable (5) Trade Debtors (6) Loans & Advances (7) Unpaid Calls (8) Stock-in-trade (9) Work-in-progress, viz., ----------------------------------------------------(10) Freehold property (11) Leasehold property (12) Plant & Machinery (13) Furniture, Fittings, Utensils, etc (14) Patents, Trade Marks, etc (15) Investments other than Marketable' Securities (16) Other property, viz:, ----------------------------------------------------___________ Total estimated realisable value of assets not- specifically pledged ___________

2. Assets specifically pledged (a) Estimated realisable values Rs. (b) Due to secured creditors Rs. (c) Deficiency ranking as unsecured Rs.

Surplus carried to last column Rs.

(1) Freehold property (2) Leasehold property (3) Movables-(i) Goods in possession of the company. (ii) Goods not in possession. Total Estimated surplus form assets specifically pledged Estimated total assets available for preferential creditors, debenture holders secured by a floating charge, and unsecured creditors .. _________ Gross realisable value of assets specifically pledged other assets __________

Gross Rs.__________

assets

(e) Gross liabilities Rs.

Liabilities

(to be deducted from surplus or added to deficiency, as the case may be)……… Secured creditors to the extent to which claims are estimated to be covered by assets specifically pledged [item (a) or (b) above whichever is the less] (Insert in 'Gross Liabilities' column only Preferential creditors Estimated balance of assets available for debenture holders secured by a floating charge and unsecured creditors Debenture holders secured by a floating charge Estimated surplus/deficiency as regards debenture holders*

*

Rs.

Unsecured Creditors ;Estimated unsecured balance of claims of creditors partly secured on specific assets brought from (c) above Trade Accounts Bills Payable Outstanding expenses Contingent liabilities (state nature) ........................................ Estimated surplus/deficiency as regards creditors being the difference between Gross Assets, brought from (d) and Gross liabilities, as per column (e) Issued and Called-up capital

Rs.

Rs.

Rs.

………….preference shares of…….each …………called up……………………. …………ordinary shares of…………each …………called up……………………. ……………………………………….. ………………………………………. ……………………………………… Estimated surplus/deficiency as regards Members, Rs.

*These figures must be read subject to the following notes:Liquidator 's Remarks (In particulars the liquidator should draw attention to any item where after taking his receipts and payments into account there is a substantial difference between his estimate and the director's estimate in. the statement annexed to the Declaration of Solvency.) (1) Strike out Rs…… (f) or (g) (f) There is no unpaid capital liable to be called up or (g) The nominal amount of capital liable to be called up is .....................................estimated to produce Rs………………. which is/is not charged in favour of debenture holders. The estimates are subject to costs of the winding-up and to any deficiency on trading pending realisation of assets.

(2) surplus or

FORM NO. 109 (See rule 271) Companies Ordinance, 1984 Member's (or Creditors' voluntary winding up Notice of appointment of liquidator pursuant to section 389 Name of company : Nature of business : Address of Registered Office : Name(s) and address(es) of Liquidator(s) Date of appointment : By whom appointed : SD/- Liquidator.

FORM NO. 110 (See rule 271) Companies Ordinance, 1984

Members' (or Creditors') Voluntary Winding up Notice of appointment of liquidator pursuant to section 389 Name of company : Nature of business : Presented by : To

The Registrar of Companies, I (or/we)…………………of [address(es)] hereby give notice that I (or/we) have been appointed liquidator(s) of…………………..(Ltd.) by [Note:-State how appointed, whether by resolution of the company, creditors of the company, or how otherwise.]resolution of the company (or by creditors of the company), dated .......................................... Dated the………………day of …………………19 Signatures. [To be signed by each liquidator if more than one.] Liquidator

FORM NO. 111 (See rule 279) Members'/[Omit what is not appropriate.]Creditors' voluntary winding up Name of company Notice convening final meeting Notice is hereby given in pursuance of section 370/382 that a general meeting of the members of the above-named company will be held at, ......................................on the……………day of………..19………., at…………….O'clock in the…………..noon (and a meeting of the creditors will be held at…………….on the…………day of………..19……….at……..O'clock in the…………..noon) for the purpose of having an account laid before them showing the manner in which the winding up has been conducted and the property of the company disposed of and of heating and explanation that may be given by the liquidator and also of determining by a special resolution of the company/[Omit what is not appropriate.]by a resolution of the Committee of Inspection/[Omit what is not appropriate.]by the creditors, the manner in which the books, accounts and documents of the company and of the liquidator shall be disposed of. Dated this…………….day of……………..19……………, Signature of the Liquidator.

FORM NO. 112 (See Rule 279) Companies Ordinance, 1984 Strike out what does not apply

*Here state whether the winding up is a
members' or creditors' voluntary wind ing up or a winding up under the super vision of the Court. If under the supervi sion of the court, mention the number of the petition in which the order was made and the date of the order. Liquidator's statement of account of the winding up (Members'/Creditors' voluntary winding up) (Pursuant to section 370/382) 1. Name of the company…………………………………..Ltd. 2. Nature of proceeding*: 3. Date of commencement of the winding up : 4. Name and address of the Liquidator. Statement showing how the winding up has been conducted and the property of the company has been disposed of From…………………..19 . (Commencement of winding up) to……………..19 (close of winding up) Receipts Estimated Value Value realized Rs. Rs. Ps. Assets Cash at Bank Cash in hand Marketable Securities Bills Receivable Trade Debtors Loans and Advances Stock in Trade Work in progress Freehold Property Leasehold Property Plant and Machinery Furniture,Fittings,Utensils. etc. Legal charges Liquidator's remuneration Where applicable ………% on Rs…….realised ............% on Rs……..distributed Total (By fixed…….) whom Payments Payments. Rs.

Patents. Trade Marks. etc. Investments other than Marketable Securities. Surplus from Securities Unpaid Calls at commencement of winding up. Amount received from calls on contributories Amounts received from calls on contributories made in-the winding up Receipts per Trading Account Other property. viz.-

Auctioneers' and valuers' charges Cost of possession and maintenance of estate Costs of notices in Gazette and newspapers Incidental outlay (establishment charges and other Expanses of liquidation) Total costs and charges (i) Debenture holders :Payment of Rs ………..per Rs……debenture

Total

Less Payments securities

to

redeem

Payment Rs……….per Rs…..debenture

of

Costs of execution Payments account per trading

Payment of Rs………. per Rs….debenture (ii) Creditors :.......*Preferential

Net realizations

….. *Unsecured Dividend(s) of………….P in the rupee or Rs……………... (The estimate of the amount expected to rank for dividend was Rs …………) (iii) Returns to

contributories ......P per rupee……….†share ......P per rupee………†share ......P per rupee………†share Add balance

*State the number. Preferential creditors need not be separately shown if all creditors
have been paid in full. †State nominal value and class of share. (1) The following assets estimated to be of the value of Rs………….have proved to be unrealisable: (Give details of the assets which have proved to be unrealisable) (2) Amount paid into the Companies Liquidation Account in respect of (a) Unclaimed dividends payable to creditors in the winding up (b) Other unclaimed distributions in the winding up (c) Moneys held by the company in trust in respect of dividends or other sums due before the commencement of the winding up to any person as a member of the company. Rs (3) Add here any remarks the Liquidator thinks desirable :Dated this………………….day of……………19 SD/ Liquidator. Declare that the above, statement is true and contains a full and accurate account of the winding up from the commencement to the close of the winding up. Dated this……………….day of………………..19 SD/Liquidator.

FORM NO. 113

(See rule 281) Companies Ordinance, 1984 Members' voluntary winding up Return of final winding up meeting (pursuant to section.370) Name of company Presented by To The Registrar of Companies, --------------------------We……………………….of…………………being the liquidator(s). I/* Of……………Ltd., hereby inform you that a general meeting of the company was duly held on/*summoned for the…………..day of…………..19…………, pursuant to section 370 for the purpose of laying before it an account (of which a copy is attached hereto) showing how the winding up of the company has been conducted and the property of the company disposed of, and that the account was duly laid before the said meeting/*no quorum was present at the meeting. A copy of the minute of the meeting is also annexed. Dated the………………..day of......……..19................……….. †Signature(s).

Note:-The copy of account accompanying this return must be authenticated by the signature(s) of the liquidator(s).

*Strike out what does not apply. †To be signed by each liquidator if more than one.

FORM NO. 114

(See rule 281) Companies Ordinance, 1984 Creditors' voluntary winding up Return of the final winding up meeting of members and creditors (pursuant to section 382) Name of company Presented by To. The Registrar of Companies, ----------------------------I/We……………………….of………………......... being of…………………. Ltd., hereby inform you. . the liquidator(s)

(1) that a general meeting of the company was duly held on/*summoned for the…………………day of……………19…………….., pursuant to section 382 for the purpose of laying before it an account (of which a copy is attached hereto) showing how the winding up of the company has been conducted and the property of the company disposed of and that the said account was duly laid before the said meeting/*no quorum was present at the meeting. (2) that a meeting of the creditors of the company was duly held on/*summoned for the…………………..day of………………19……… pursuant to section 382 for the purpose of laying before it the said account showing how the winding up of the company has been conducted and the property of the company disposed of, and that the said account was duly laid before the said meeting/* no quorum was present at the said meeting. Copies of the minutes of the meetings aforesaid are annexed. Dated the………………….day of…………..........19………………… †Signature(s). Note:-The copy of account accompanying this return must be authenticated by the signature(s) of the liquidator(s).

*Strike out what does not apply. † To be signed by each liquidator if more than one.

FORM NO. 115 (See rule 285) Companies Ordinance, 1984

*Here state whether it is a winding up by or subject
to the supervision of the court. or a members' vol untary winding up or creditor' voluntary winding up. If a winding up by court. state the number of the petition and the date of the order. Statement of unclaimed dividends or Undistributed assets, paid up under section 432 into the Companies Liquidation Account in the State Bank of Pakistan to be furnished under section 432 (2). Name of the company Nature of the proceeding* Date of commencement of winding up Date of payment into the Companies Liquidation Account. 1. Particulars of the unclaimed dividents paid into the Companies Liquidation Account in the State Bank of Pakistan, Number on list of creditor s Name of the creditor to whom the dividen d is due 2 Last known address of credito r Date of declaration and rate of dividend Dat Rat e e Total amount of dividen d payable Last date when payabl e Amount Remarks paid into . Companies Liquidatio n Account

1

3

4

5

6

7

8

9

Total

II Particulars of undistributed assets paid into the Companies Liquidation Account in the State Bank of Pakistan. Number Name of on list contributor of y creditor s Last known addres s of credito r Date of declaratio n and rate of dividend Dat Rat e e Total amount of dividen d payable Last date when payabl e Amount Remarks paid into . Companie s Liquidatio n Account

1

2

3

4

5

6

7

8

9

Total Total amount of unclaimed dividends paid into the Companies Liquidation Account Total amount of undistributed assets paid into the Companies Liquidation Account Total amount paid under both heads

Dated the………………….day of………………..19

.

SD/Liquidator(s)

APPENDIX II (Rule 17) Enclosures to petition S. No. 1 Section 2 Description of Petition 3 Enclosures 4

1

108

2. 3.

152 265

Petition to cancel any variation of the rights of the holder of any class of shareholders. Petition for Rectification of Register of Members Petition for order that the affairs of a company may be investigated.

Memorandum and articles of association.

4.

271

5.

284 & 287

6.

290

Petition of the Authority for action against the management of a company. Petition under section 284 and 287 to convene a meting of creditors or members to consider a compromise or arrangement including one to sanctioning scheme of reconstruction, amalgamation or division of any two or more companies. Petition for relief in case of oppression or mismanagement. Petition of Winding up.

7.

309

Memorandum and articles of association. (a) Memorandum and articles of association. (b) Latest copy of the balance sheet and profit and loss account. (a) Memorandum and articles of association. (b) Investigation report. (a) Memorandum and articles of association ; (b) Proposed compromise or arrangement or scheme appertaining thereto ; (c) Latest balance street and profit and loss account ; of the company or each of such company. (a) Memorandum and articles of association. (b) Latest balance street and profit and loss account. (I) In the case of a petition by the Registrar of Companies. (a) memorandum and articles of association (b) latest balance sheet and profit and loss account ; and (c) order of the Authority sanctioning the filing of the petition. (II) In the case of a petition by the Authority (a) report of investigation of the affairs of the company ; (b) memorandum and articles of association ; (c) latest balance sheet and profit and loss account ; and (d) Authorisation of the Authority where the petition is

8.

439

by a person so authorised. (III) In the case of a petition filed by a company ; (a) memorandum and articles of association ; and (b) prescribed particulars of assets and liabilities, business operations and the suits or proceedings pending against the company. Petition to restore a Order striking the company's company's name to the name off the Register of Register of Companies. Companies.

STATUTORY NOTIFICATION (S.R.O) Government of Pakistan SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN

PUBLISHED BY AUTHORITY Islamabad, 1998

S.R.O (I)/98.- In exercise of the powers conferred by sections 258 and 506 of the Companies Ordinance, 1984 (XLVII of 1984), read with the Finance Division's Notification No. S.R.O.698(I)/86, dated the 2nd July, 1986, the Corporate Law Authority hereby makes the following rules, the same having been published previously as required by sub-section (1) of the said section 506, namely:COMPANIES (AUDIT OF COST ACCOUNTS) RULES, 1998 1. Short title, application and commencement.i. These rules may be called the Companies (Audit of Cost Accounts) Rules, 1998. ii. These rules shall apply to companies or class of companies, which are required by the Corporate Law Authority through a general or special order issued under clause (e) of sub-section (1) of section 230 of the Companies Ordinance, 1984, to include in their books of account, such particulars relating to utilisation of material or labour or to other inputs or items of cost, as specified in that order. iii. They shall come into force at once. 2. Definitions.- In this rules, unless there is anything repugnant in the subject or context,i. "Appendix" means an Appendix to these rules; ii. "company" means a company formed and registered under the Companies Ordinance, 1984 (XLVII of 1984), and to which these rules apply; iii. "director" means a director of a company; and iv. "cost auditor" means a cost auditor appointed under rule 3. 3. Appointment of cost auditors.i. Every company shall be required to get its cost accounts audited by a cost auditor who is a Chartered Accountant within the meaning of the Chartered Accountants Ordinance, 1961 (X of 1961), or a Cost and Management Accountant within the meaning of the Cost and Management Accountants Act, 1966 (XIV of 1966). ii. The cost auditor shall be appointed by the directors with the prior approval of the Corporate Law Authority within sixty days of the close of financial year of the company.

The company shall apply to the Corporate Law Authority in the form set out in Appendix I for appointment of cost audior not later than thirty days before the date on which cost auditor is to be appointed. iv. None of the following persons shall be appointed as cost auditor of a company, namely :a. a person who has been appointed as auditor of the company for the respective period under section 252 of the Companies Ordinance, 1984 b. a person who is, or at any time during the preceding three years was, a director, officer or employee of the company ; c. a person who is a partner of, or in the employment of, a director, officer or employee of the company ; d. ]a spouse of a director of the company ; e. a person who is indebted to the company ; and f. a body corporate. Explanation.- In this sub-rule reference to an "officer" or "employee" shall be construed as not including reference to a cost auditor. v. The remuneration of the cost auditor shall be fixed by the directors. 4. Cost auditors' report.i. Every company shall, in addition to the records and statements specified in the order of the Corporate Law Authority issued under clause (e) of subsection (1) of section 230 of the Companies Ordinance, 1984, prepare a. a statement of production capacity of the plant, in terms of machine hours and production units, the actual utilisation of the capacity and the reasons of difference between the two; and b. a statement of stock-in-trade of the company as at the end of financial year in terms of quantity and cost thereof distinguishing betweenI. stock of raw material and components; II. stock of work in process; III. stock of finished products; and IV. other stocks. ii. The statement specified in clauses (a) and (b) of sub-rule (1) shall be signed by the chief executive and chief accountant of the company. iii. The cost auditor shall make out a report within sixty days of his appointment to the directors in the form set out in Appendix II alongwith a statement of capacity utilisation and stock-in-trade as specified in clauses (a) and (b) of sub-rule (1) in the form set out in Appendix III and simultaneously shall submit two copies thereof to the Corporate Law Authority and the registrar concerned. iv. The company shall, within thirty days from the date of receipt of copy of the report, furnish the Corporate Law Authority with full information and explanation on every reservation or qualification contained in such report. 5. Penalty.- Whoever fails or refuses to comply with, or contravenes any provision of these rules, or knowingly and wilfully authorises or permits such failure,

iii.

refusal or contravention shall, in addition to any other liability under the Companies Ordinance, 1984, be also punishable with fine not exceeding two thousand rupees and, in case of continuing failure, refusal or contravention, with a further fine not exceeding one hundred rupees for every day after the first during which such contravention continues.

Appendix-I [see rule 3(3)] FORM OF APPLICATION TO THE CORPORATE LAW AUTHORITY FOR APPOINTMENT OF COST AUDITORS 1. Name of the company together with the address of its registered office and the date of its incorporation: 2. Status of the company: 3. Capital structure of the company: 4. Principal line(s) of business of the company: 5. Proposal for which the Corporate Law Authority's approval is sought indicating the product for which cost audit is ordered: i. The name and address of the cost auditor who is recommended to be appointed: ii. Whether the proposed cost auditor is a Chartered Accountant within the meaning of Chartered Accountants Ordinance, 1961(X of 1961) or Cost and Management Accountant within the meaning of the Cost and Management Accountants Act, 1966 (XVI of 1966) and whether he has a certificate of practice: iii. The associateship/fellowship No. of the cost auditor: 6. Whether the cost auditor is subject to any disqualification under rule 3(3). 7. Remuneration for the cost auditor: 8. The financial year or years to be covered by the cost audit: 9. Date of the meeting of the directors recommending the name of the cost auditor: 10. A certified copy of the resolution passed by the directors of the company sanctioning the proposal for which the Corporate Law Authority's approval has been sought: 11. Name and address of the previous cost auditor, if any, together with the financial year of the company which was subjected to cost audit: 12. If there is any change in the appointment of cost auditor, the reasons therefore may be stated: 13. Declaration I/We solemnly declare that facts stated in the application are true to the best of my/our knowledge, information and belief. Signature: Designation (Chief Executive) Dated : This ............ day of...........................19..

Appendix-II [See rule 4(3)] COST AUDITORS' REPORT I/We .................................................................. having been appointed to conduct an audit of cost accounts of Messrs.................................., have examined the books of account and the statements prescribed under clause (e) of sub-section (1) of section 230 of the Companies Ordinance, 1984 and the other relevant record for the year ended on................and report that I/We have/have not obtained all the information and explanations which to the best of my/our knowledge and belief were necessary for the purposes of this audit. in my/our opinion a. proper cost accounting records as required by clause (e) of sub-section (1) of section 230 of the Companies Ordinance, 1984 (XLVII of 1984), and as required by these rules, have been / have not been kept by the company; b. proper returns, statements and schedules for the purpose of audit of cost accounts have / have not been received from branches not visited by me/us; c. the said books and records give/do not give the information required by the rules in the manner so required; and in my/our opinion and, subject to best of my/our information a. the annexed statement of capacity utilisation and stock-in-trade are/are not in agreement with the books of account of the company and exhibit true and fair view of the company's affairs; and b. cost accounting records have/have not been properly kept so as to give a true and fair view of the cost of production, processing, manufacturing and marketing of the undermentioned products of the company, namely:The matter contained in the ANNEX forms part of this report. Dated: This .................day of ................. Signature: (Name of the cost auditor or firm of cost auditors)

Appendix III [See rule 4(3)] PARTICULARS TO BE INCLUDED IN COST AUDITORS' REPORT TO THE DIRECTORS OF THE COMPANY 1. Capacity: a. Licensed, installed and utilised capacities of the factory or factories for the products under reference. b. If the company is engaged in other activities besides the manufacture of the product under reference, give a brief note on the nature of such other activities. 2. Cost accounting system: Brief comments on the cost accounting system and its adequacy or otherwise to determine correctly the cost of the product under reference. 3. Production: a. Production in quantities of each type of product under reference. b. Percentage of production of the product under reference in relation to installed capacity. If there is any shortfall in production as compared to the installed capacity, brief comments as to the reasons for the shortfall. c. If there is any addition to the production capacity during the year under review or in the immediately preceding two years, this may also be mentioned. 4. Raw material: a. The cost of major raw material consumed both in terms of quantity and value. Where the cost of transport, etc., of raw material is significant, specify the same separately. b. Consumption of major raw material per unit of production compared with the standard requirements, if any. c. Explanations for variances, if any, in the consumption of major raw material per unit of production as compared to the preceding two years, and with standard requirement, if any. d. Comments on the method of accounting followed for recording the quantities and value of receipts, issues and balances of all material directly used in production. 5. Wages and salaries: a. Total wages and salaries paid for all categories of employees, separately in respect of each of the following, namely:i. direct labour costs on production ; ii. indirect employees' cost on production ; iii. employees' cost on administration ; iv. employees' cost on selling and distribution ; v. bonus to workers and employees ; vi. other employees' cost, if any (including taxes and levies) ; and vii. total employees' cost [total of items (i) to (iv) above]. b. Salaries and perquisites of directors and chief executive.

c. Total man-days of direct labour available and actually worked for the year. d. Average number of workers employed for the year. e. Direct labour cost per unit of output of the product (give information in respect of each). f. Brief explanations for variances in item (e) above, if any, as compared to the previous two years. g. Comments on the incentive schemes, if any, with particular reference to its contributions towards increasing productivity and its effect on cost of production. 6. Stores and spare parts: a. The expenditure per unit of output on stores, etc. b. Comments on the system of stores accounting for recording receipts, issues and balances, both in quantities and values. c. If practicable, the proportion of closing inventory of stores representing items which have not moved for over twenty four months. 7. Depreciation: a. The method of depreciation adopted by the company, e.g. straight line or diminishing balance, etc. b. The basis of allocation of depreciation on common assets to the different departments. c. The basis of charging depreciation to the cost of products. 8. Overheads: a. The total amounts of the following overheads and a break-up of items (i), (ii) and (iii) below:i. Factory overheads. ii. Administration overheads. iii. Selling and distribution overheads. iv. Financial charges. b. Reasons for any significant variances in the expenditure incurred against the item, included in overheads as compared with previous two years. c. The basis of allocation of overheads to cost centres and of absorption to products with brief comments, if any, on the basis of allocation adopted by the company. d. Cost of packing, if any, of the products under reference to be shown separately with details to the extent possible. 9. Royalty/technical aid payments: The total amount of royalty/ technical aid fees payable for the year and the amount chargeable per unit of the product. 10. Abnormal non-recurring features: a. If there were any abnormal features affecting production during the year, e.g., strikes, lock-outs, major breakdowns in the plant, substantial power cuts, serious accidents, etc., they shall, wherever practicable, be briefly mentioned indicating their impact on the cost of production. b. If there are any special expenses which have been directly allocated to products under reference, the total amount as also the incidence per unit of product shall be shown.

11. Cost of production: The cost per unit of different categories, varieties or qualities of each of the products under reference with comparative figures for the previous year and comments on the reasons of difference. 12. Sales: a. The sales in quantities and net sales realisation of the different categories, varieties or quantities of product under reference showing the average sales realisation per unit. b. If product under reference is exported, quantity exported, net realisation per unit, countries to which exported indicating the profit or loss incurred in export 13. Profitability: The profit per unit earned on each category, variety or quantity of the products, comments on the comparative profits of different categories of the products per unit as well as in term of per machine hour, etc., and comments on the adequacy or otherwise of product for maximisation of profit. 14. Cost auditors' observations and conclusions: a. Matters which appear to him to be clearly wrong in principle or apparently unjustifiable. b. Cases where the company's funds have been used in a negligent or inefficient manner. c. Factors which could have been controlled, but have not been done resulting in increase in the cost of production. i. The adequacy or otherwise of budgetary control system, if any, in vogue in the company; and ii. the scope and performance of internal audit, if any. d. Suggestions for improvements in performance, if any, e.g., byi. rectification of general imbalance in production facilites; ii. fuller utilisation of installed capacity ; iii. comments on areas offering scope forI. cost reduction ; II. increased productivity ; III. key limiting factors causing production bottle-necks ; IV. improved inventory policies or V. energy conservancy ; iv. state of technology, whether modern or obsolete; and v. plant, whether new or second-hand when installed. 15. Reconciliation with financial account: After the auditor appointed under section 252 of the Companies Ordinance 1984, submits his report, the cost auditor shall submit a supplementary report on reconciliation with financial accounts to the directors before the date fixed for holding the annual general meeting of the company. 16. Cost statement: Copies of all the cost statements on the formats prescribed by the Corporate Law Authority under clause (e) of sub-section (1) of section 230 of the Companies

Ordinance, 1984, duly authenticated by the chief executive and chief accountant of the company, and verified by the cost auditor, shall be appended to the report. 17. Miscellaneous: As far as practicable, comparison of all figures of cost and production shall be made with the figures of previous year. [No. CO-258(2)/RCP/91] (MOHAMMED HAYAT JASRA) Registrar of Companies

GOVERNMENT OF PAKISTAN CORPORATE LAW AUTHORITY STATE LIFE BUILDING, 7-BLUE AREA ''''''''''''

NO. C0-258(2)/RCP/91 Islamabad, the 21st October, 1998. OFFICE MEMORANDUM SUBJECT: PUBLICATION OF NOTIFICATION REGARDING COMPANIES (AUDIT OF COST ACCOUNTS) RULES, 1998. The undersigned is directed to forward herewith corrigenda in S.R.O. 846(I)/98 regarding Companies (Audit of Cost Accounts) Rules, 1998 and to request that it may please be published in Part-II of the Gazette of Pakistan, Extra Ordinary and 200 copies be supplied to the undersigned on printing. (Mohammad Hayat Jasra) Registrar of Companies (HQ) Encl: As above. The Manger, Printing Corporation of Pakistan, Islamabad.

STATUTORY NOTIFICATION (S.R.O)

Government of Pakistan SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN NOTIFICATION

PUBLISHED BY AUTHORITY

Islamabad the, August 03, 1999

August 03, 1999 – The Companies (Rehabilitation of Sick Industrial Units) Rules, 1999 S.R.O. 897 (I)/99.- In exercise of the powers conferred by section 296, read with section 506, of the Companies Ordinance, 1984 (XLVII of 1984), and clause (b) of section 43 of the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997), the Securities and Exchange Policy Board hereby makes the following rules, the same having been published previously as required under the said section 506, namely:THE COMPANIES (REHABILITATION OF SICK INDUSTRIAL UNITS) RULES, 1999

1. Short title and commencement.i. These rules may be called the Companies (Rehabilitation of Sick Industrial Units) Rules, 1999. (2) They shall come into force at once. 2. Definition.- In these rules, unless there is anything repugnant in the subject or context,i. "Bankers' Committee" means the Committee constituted by the State Bank of Pakistan comprising Heads of banks and financial institutions to implement the recommendations of the State Bank of Pakistan Coordination Committee relating to the revival of sick units; ii. "Commission" means the Securities and Exchange Commission of Pakistan established under the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997); iii. "Ordinance" means the Companies Ordinance, 1984 (XLVII of 1984); and iv. "Task Force" means Task Force constituted under rule 3 of these rules. 3. Constitution of Task Force.i. The Federal Government shall constitute a Task Force to be known as the "Task Force for Revival of Sick Industrial Units" to exercise the jurisdiction and powers and to discharge the functions and duties conferred or imposed on it by section 296 of the Ordinance or under these rules. ii. The Task Force shall consist of a Chairman, a Vice Chairman and not less than five and not more than twelve other Members.

4. 5.

6.

7.

8.

9.

The Chairman, Vice Chairman and other Members of the Task Force shall be persons of ability, integrity and standing who have special knowledge and experience in banking, industry, law, finance or accountancy. Secretariat of the Task Force.- The Task Force shall have a secretariat at the head office of the Habib Bank Limited, Karachi. Declaration of sick company.i. Where in the opinion of the Bankers’ Committee a company owning an industrial unit is facing financial or operational problems, it shall make a report to the Task Force. ii. If, after examining the report of the Bankers’ Committee and such other evidence as it may like to call for, the Task Force is of the opinion that the company is a sick company, it shall make a reference to the Federal Government. iii. If, after examining the report of the Bankers’ Committee and the reference from the Task Force, the Federal Government is of the opinion that the company is a sick company, it may declare the company to be a sick company within the meaning of section 296 of the Ordinance. Plan in respect of sick company.i. Where the Federal Government has declared a company as sick company, it shall ask the Task Force to prepare a plan for its rehabilitation. ii. The Task Force shall prepare rehabilitation plan in accordance with the provisions of section 296 of the Ordinance, and submit to it to the Federal Government for its approval. Proceedings of the Task Force.i. Subject to the provisions of the Ordinance and these rules, the Task Force shall, with the approval of the Commission, determine the parameters for declaring a company as a sick company and prescribe its own procedure for calling and conducting its meetings. ii. The parameters determined by the Task Force may specify and segregate the financial and/or operational problems on the basis of which an industrial company may become sick. iii. The procedure for the proceedings may cover all relevant matters including the power of the Chairman to call and conduct the meetings, quorum and frequency of the meetings, and the manner in which the decisions of the Task Force shall be taken. Appointment of advisers and consultants.- The Task Force may, on such terms and conditions as it may deem fit, employ and pay consultants, technical, professional and other advisers including but not limited to, bankers, stockbrokers, surveyors, valuers, actuaries, accountants, lawyers, and other persons to assist it in the performance of its functions or for the better implementation of the purposes of these rules. Finances.- All finances for the working of the Task Force shall be borne by the banks and financial institutions who are represented on the Bankers' Committee on voluntary basis..

iii.

____________________________________________ No.296/Com.(CL)/99 ( MUHAMMAD SIDDIQUE ) Joint Registrar of Companies (Hq.)

SsSECURITIES AND EXCHANGE COMMISSION OF PAKISTAN ---Islamabad, the December 14, 1999 NOTIFICATION

S.R.O. 1337 (I)/99.- In exercise of the powers conferred by section 506 of the Companies Ordinance, 1984 (XLVII of 1984), read with section 95A thereof, and clause (b) of section 43 of the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997), the Securities and Exchange Policy Board hereby makes the following rules, the same having been published previously as required by the proviso to sub-section (1) of said section 506, namely:THE COMPANIES (BUY-BACK OF SHARES) RULES, 1999

1.

Short title commencement and application.- (1) These rules may be

called the Companies (Buy-back of Shares) Rules, 1999. (2) (3) 2. They shall come into force at once. They shall apply to listed companies.

Definitions.- (1) In these rules, unless there is anything repugnant in

the subject or context,(a) (b) (c) "Commission" means the Commission of Pakistan; Securities and Exchange

"Ordinance" means the Companies Ordinance, 1984 (XLVII of 1984); and "purchase" means purchase by the companies of their own shares.

(2)

All other terms and expressions used but not defined in these

rules shall have the same meaning as assigned to them in the Ordinance.

-:
3.

:-

Financial ratios.- (1) Subject to and in addition to other restrictions and

conditions provided in section 95A of the Ordinance, the company intending to purchase, shall have debt-equity and current ratios as under: (i) (ii) (2) Debt-equity ratio Current ratio 60 :40 1:1

The financial ratios specified in sub-rule (1) shall be certified by

the auditors of the company on a date not earlier than thirty days immediately preceding the date of passing the special resolution for the purchase. (3) Debt-equity and current ratios as certified by the auditors shall be

indicated in the explanatory statement to be circulated to the members alongwith the notice of the meeting in which the proposed purchase is to be considered. 4. Availability of sufficient cash.- (1) The company shall have sufficient

cash available with it for the purchase. (2) A certificate from the auditors that sufficient cash is available,

shall be obtained by the company on a date not earlier than thirty days immediately preceding the date of passing the special resolution for purchase and the position shall be indicated in the explanatory statement to be circulated along with the notice of the meeting. 5. Purchase procedure.- (1) The directors shall take a decision in a

meeting for the purchase of a specified number of shares at a determined price and shall fix a date for the company's meeting for seeking the approval of shareholders. (2) The decision of the directors for the purchase shall be

communicated to the Commission and the respective stock exchange on the day of the decision. (3) Subject to the approval of the shareholders, made in a meeting

through special resolution, the tender notice for the purchase shall contain (i) the maximum number of shares to be purchased by the company;

-:
(ii) (iii) (iv)

:-

the manner in which the offer shall be communicated; the last date by which the offer to sell the shares shall be made; and the name and the address of the designated branches of the authorized bank.

(4)

A shareholder, interested to sell his shares to the company in

response to the tender notice, shall make the offer in writing through the designated branches of an authorized bank, providing the following information in the offer, namely:(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (5) Name of the shareholder; his father's name and in the case of a married woman or a widow, her husband's name; National Identity Card No.; address of the shareholder registered with the company; number of shares offered for repurchase by the company; distinctive numbers of share certificates (if not in the Central Depository); folio No. (if not in the Central Depository); and sub-account number with the Central Depository, if any.

The company shall take a decision on the offers received within

ten days of the closing date of the receipt of offers. (6) In case, offers received in response to tender notice exceed the

requisite purchase, the acceptance thereof shall be on pro-rata basis in lots of five hundred shares. (7) The acceptance of the offer shall be communicated within seven

days of the decision. (8) The shareholder, whose offer has been accepted, shall submit the

share certificates along`with the transfer deed duly signed, verified and witnessed to the company through designated branches of the bank within seven days of the receipt of acceptance from the company.

-:
(9)

:-

Where the shares are on the Central Depository System a

confirmation from the Central Depository, about the availability of the shares along`with authorization to transfer, shall be sent to the designated branches of the bank within seven days of the receipt of acceptance of the offer. (10) In the case of non-compliance with sub-rules (8) and (9), the

acceptance of the offer shall be deemed to have been revoked. (11) The company shall pay the price of the purchase through 'bank

draft'/'pay order' immediately on receipt of the share certificates and transfer deed or the authority to transfer the shares from the Central Depository, as the case may be but not later than seven days. 6. Disclosure of purchase.The purchase shall be disclosed in the

balance sheet as reduction of share capital and other necessary details including the mode and purchase price shall be provided in the explanatory notes of the accounts. 7. Filing of return.- The company shall submit to the Commission and

the registrar concerned a return and a declaration of solvency within thirty days of the purchase in the manner set out in the Schedule to these rules. 8. Penalty.- Whoever fails or refuses to comply with or contravenes any

provision of these rules, or knowingly and wilfully authorizes or permits such failure, refusal or contravention shall, in addition to any other liability under the Ordinance, be also punishable with fine not exceeding two thousand rupees, and, in case of continuing failure, refusal or contravention, to a further fine not exceeding one hundred rupees for every day after the first during which such contravention continues.

-:

:SCHEDULE (See rule 7)

THE COMPANIES ORDINANCE, 1984 [See Section 95A(13)] (i) RETURN ABOUT THE PURCHASE BY THE COMPANY OF ITS OWN SHARES

Name of company ..................................... ................................. Company’s registration No.............................................................. Date of listing and name of stock exchange ........................................... ....................................................................................................... Presented by ................................................................ (state the name and designation of the officer signing the document). Fee paid Rs................ in...................................................(name and address of the bank) vide receipt No. ............. dated .......................... or bank draft/pay order No.............................dated................................ (To be attached in original). To (i) The Securities and Exchange Commission of Pakistan (ii) The Registrar of Companies ........................................ ........................................ PARTICULARS RELATING TO PURCHASE OF THE COMPANY'S OWN SHARES (1) (2) (3) (4) (5) (6) (7) (8) (9) Total number of shares purchased. Total amount of cash paid for purchase of shares. Date of purchase Cash available with the company before making the payment on .................(date) Distributable profits on the date of purchase. Mode of purchase (indicate whether through stock exchange or otherwise). Date of the meeting in which special resolution for the purchase of shares was passed. Date of despatch of notice of the meeting (Attach the notice along with the explanatory statement and other enclosures). Date of declaration of solvency by directors (Attach a copy of the 'declaration' verified by an affidavit as per Annexure).

Date ............................ Place ........................... Signatures:................................

-:

:(Names in block letters of majority of the directors including the chief executive).

-:

:-

(ii) DECLARATION OF SOLVENCY [See section 95A(8)]

Name of the company .............................................................Ltd. Presented by ................................................................................ Declaration of solvency We, (i) ........................................, (ii) ............................................, (iii) ........................................, and (iv) ............................................. being majority of the directors of ....................................................... do solemnly affirm and declare that we have made a full enquiry into the affairs of the company, and that, after having done so, we have formed the opinion that the company shall continue to operate as a going concern and that it is capable of meeting its liabilities on time during the period up to the end of the immediately succeeding financial year. And we make this solemn declaration believing the same to be true. Signatures: (i).....................(chief executive) (ii)........................(director (iii).......................(director) (iv).......................(director) Solemnly affirm and declare at ......................... the ................... day of .................(year), before me.

OATH COMMISSIONER OR NOTARY PUBLIC

------------------------------------------------------------------------------No. 95A/Com.(CL)/99

( MUHAMMAD SIDDIQUE ) Joint Registrar of Companies (HQ)

SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN ---Islamabad, the14th December, 1999 NOTIFICATION

S.R.O. 1338(I)/99.- In exercise of the powers conferred by section 506 of the Companies Ordinance, 1984 (XLVII of 1984), read with clause (b) of section 43 of the Securities and Exchange Commission of Pakistan Act, 1997 (XLVII of 1997), the Securities and Exchange Policy Board hereby makes the following rules, the same having been published previously as required by the proviso to sub-section (1) of the said section 506, namely:-

THE COMPANIES (ASSET BACKED SECURITIZATION) RULES, 1999

1.

Short title and commencement.-- (1) These rules may be called the Companies (Asset Backed Securitization) Rules, 1999. (2) They shall come into force at once.

2.

Definitions.-- (1) In these rules, unless there is anything repugnant in the subject or context.(a) "Commission" means the Securities and Exchange Commission of Pakistan. "connected person" in relation to a company means,(i) any person or company beneficially owning, directly or indirectly, ten per cent or more of the share capital of that company or able to exercise directly, or indirectly, ten per cent or more of the voting rights in that company; or

(b)

P. # 12/27/01-4:53 PM Law Asset Backed.htm

(ii)

any person or company controlled by a person who meets one or both of the descriptions given in sub-clause (i); or any member of the group of which that company forms part; or any director or officer of that company or of any of its connected persons specified in sub-clauses (i), (ii), or (iii);

(iii)

(iv)

(c)

"constitutive documents" means the principal documents governing the formation of a Special Purpose Vehicle; "future receivables" includes all such receivables against which income may accrue or arise at a future date; "investor" means a person holding any asset backed securities issued by a Special Purpose Vehicle; "offering document" means documents containing information on a security calculated to invite offers for the purchase of such security; "Ordinance" means the Companies Ordinance, 1984 (XLVII of 1984); "Originator" means a person who transfers to a Special Purpose Vehicle any assets in the form of present or future receivables as a consequence of Securitization; "Securitization" means a process whereby any Special Purpose Vehicle raises funds by issue of Term Finance Certificates or any other instruments with the approval of the Commission, for such purpose and uses such funds by making payment to the Originator and through such process acquires the title, property or right in the receivables or other assets in the form of actionable claims; "Special Purpose Vehicle" means a special purpose vehicle registered by the Commission for the purpose of Securitization;

(d)

(e)

(f)

(g)

(h)

(i)

(j)

P. # 12/27/01-4:53 PM Law Asset Backed.htm

(2)

All other terms and expressions used but not defined in these rules shall have the same meanings as are assigned to them in the Ordinance.

3.

Prohibition to commence business without registration.-- No person shall commence business as a Special Purpose Vehicle unless it is registered with the Commission under these rules. Eligibility for registration.-- A person proposing to commence business as a Special Purpose Vehicle shall be eligible for registration under these rules if,(a) (i) it is registered as a public limited company under the Ordinance having a paid up capital of not less than one hundred thousand rupees; or it is a trust duly formed under the Trusts Act, 1882 (II of 1882); or it is a body corporate formed under any law for the time being in force and owned or controlled, whether directly or through a company or corporation, by the Federal Government or a Provincial Government;

4.

(ii)

(iii)

(b)

no director, officer or employee of such person has been adjudged as insolvent or has suspended payment or has compounded with his creditors or has been convicted of fraud or breach of trust or of an offence involving moral turpitude; and the promoters, directors and trustees of such person are, in the opinion of the Commission, persons of means and integrity and have special knowledge and experience of matters to be dealt with by a Special Purpose Vehicle.

(c)

5.

Registration.-- (1) A person eligible for registration as Special Purpose Vehicle may make an application to the Commission for registration under these rules in such form and with such documents, as the Commission may notify.

P. # 12/27/01-4:53 PM Law Asset Backed.htm

(2) The Commission, if it is satisfied after making such inquiry and after obtaining such information as may be considered necessary, may grant a certificate of registration to such person on such conditions as may be deemed necessary. 6. Cancellation of registration.-- (1) Where the Commission is of the opinion that-(a) a Special Purpose Vehicle has contravened or failed to comply with any provisions of the Ordinance, or has otherwise neglected or failed to comply with any requirement of these rules or has failed or neglected to carry out its duties in accordance with law; or (b) if a Special Purpose Vehicle fails to make a public offering within such time frame and in such manner as may be specified by the Commission while granting the certificate of registration, and the Commission is satisfied that it would be in the public interest so to do, the Commission may on its own motion, or on the application of the investors holding not less than ten percent of the securities issued by such Special Purpose Vehicle, by order in writing, cancel the registration of the Special Purpose Vehicle: Provided that no such order shall be made without giving the Special Purpose Vehicle an opportunity of being heard. (2) If a Special Purpose Vehicle fails to make a public offering within such time frame as may be specified by the Commission while granting the certificate of registration, the Commission may, after affording a reasonable opportunity of be heard by the such Special Purpose Vehicle, cancel its registration. (3) If the registration of a Special Purpose Vehicle is cancelled under sub-rule (1), or, as the case may be, under sub-rule (2), the Commission shall appoint an administrator to manage the business of the Special Purpose Vehicle.

P. # 12/27/01-4:53 PM Law Asset Backed.htm

7.

Conditions of Operation.-- No Special Purpose Vehicle shall, -(a) merge with, acquire or take over any other company or business, unless it has obtained the prior approval of the Commission in writing to the scheme of such merger, acquisition or take-over; pledge any of the assets held or beneficially owned by such Special Purpose Vehicle except for the benefit of the investors; make a loan or advance money to any person except in connection with its normal business; participate in a joint account with others in any transaction; apply any part of its assets to real estate except property for its own use; make any investment with the purpose of having the effect of vesting the management, or control, in the Special Purpose Vehicle; and give guarantee, indemnity or security for any liability of a third party;

(b)

(c)

(d) (e)

(f)

(g) 8.

Obligations of Special Purpose Vehicle.-- A Special Purpose Vehicle shall -(a) be obliged to manage its assets in the interest of the investors in good faith and to the best of its ability and without gaining any undue advantage for itself or any of its related parties, connected persons or its officers; be responsible for the acts and omissions of all persons to whom it may delegate any of its functions as manager as if they were its own acts and omissions; keep at its registered office, proper books of accounts and records to enable a complete and accurate view to be formed of its assets, liabilities, income and expenditure;

(b)

(c)

P. # 12/27/01-4:53 PM Law Asset Backed.htm

(d)

prepare and transmit its annual report, together with a copy of the balance sheet and profit and loss account, prepared in compliance with the requirements set out in the Ordinance and the Schedules thereto, and the auditor's report within three months of closing of the accounting period to the investors; within two months of the close of the first half of its year of account, prepare and transmit to the investors and the Commission a profit and loss account for, and balance sheet as at the end of that half year, whether audited or otherwise; keep a register of investors at its registered office; appoint an auditor or auditors who shall be a chartered accountant within the meaning of the Chartered Accountants Ordinance, 1961 (X of 1961), in accordance with the relevant provisions of the Ordinance; provided that the auditors so appointed shall be a person other than the auditor of the originator. furnish a copy of the annual report together with copies of its balance sheet, profit and loss account and the auditor's report to the Commission within three months of the close of the accounting period together with a statement containing the following information, namely; (i) (ii) total number of investors; and particulars of its directors, trustees or executives as the case may be.

(e)

(f) (g)

(h)

9.

Advertisement and invitations.-- (1) Advertisements and other invitations to the public to invest in a scheme, including public announcements, shall be submitted to the Commission for approval prior to their issue. (2) The approval so granted may be varied or withdrawn by the Commission after giving an opportunity of being heard to the Special Purpose Vehicle.

P. # 12/27/01-4:53 PM Law Asset Backed.htm

10.

Special Purpose Vehicle and the Originator to be independent.-- The Originator shall not be a connected person to the Special Purpose Vehicle. Guidelines.-- The Commission may, from time to time, issue guidelines for carrying on the business of Securitization.

11.

No.3(3)SECP/SM/99

(HIZBULLAH SIDDIQUI) Deputy Chief

P. # 12/27/01-4:53 PM Law Asset Backed.htm