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Return of Allotment (S-73): Return of allotment is filed by every company having a share capital within 30 days of allotment. Registrar has power to extend the time limit for filing return of allotment. It contains following particulars: Normal Allotment – Cash No. & nominal amount of shares Prescribed particulars of allottee Amount share paid on each Allotment – Otherwise Cash No. & nominal amount of shares Not applicable Amount treated to be paid on each share Contract in writing for: o the title of the allottee to the allotment, o contract of sale, or for services or other consideration Consideration allotment for Copy of resolution for bonus shares Copy of resolution for issue of shares at discount Copy of the order of SECP for sanctioning the issue Where default is made by a company in filing a return of allotment in respect of the shares which were allotted to Schedule Bank or financial institution in pursuance of an obligation of the company to issue such shares (convertible loan as discussed in S-87 & 92), the scheduled bank or the financial institution may file a return of allotment in respect of such shares with the registrar. The scheduled bank or the financial institution shall be entitled to recover from the company the fees paid to the registrar in respect of the return. Limitation of time for issue of certificates (S-74): Every company shall complete and have ready certificates within 90 days of allotment and within 45 days in case of transfer and the company shall • Send the certificate by post; • Deliver the certificate to the person entitled thereto; and • Give notice to the person that the certificates are ready. In case transferee is CDC, the company is require to register the transfer within 5 days of application. Issue of duplicate certificates (S-75): Bonus issue No. & nominal amount of shares Prescribed particulars of allottee Issue of shares at Discount No. & nominal amount of shares Prescribed particulars of allottee Amount share paid on each
_____________________________________________________________________________ _From the desk of Azeem Siddiqi/ Kashif Yasin Page 1 of
A vendor. if: • • Authorized by the resolution and sanctioned by SECP. Power to issue shares at discount (S-84): A company is authorized to issue shares at discount. would have been legal under this section. and prohibition of payment of other commissions. • Payment of premium on redemption of preference shares / debentures. • Commission shall not exceed such % as fixed by SECP. Application of premium received on issue of shares (S-83): Any premium received on issue of shares can be applied as follows: • In writing off preliminary expenses. issue the duplicate. or other person who receives payment in shares. debentures or money so received in payment of any commission. (S-82): A company is allowed to pay commission to any person in consideration of his subscribing or procuring or agreeing to subscribe or procuring for any shares in or debentures of the company if— • Payment of commission is authorized by the articles. also disclosed in that circular or notice. or Defaced or mutilated or torn is surrendered to the company. If the company is unable to issue duplicate certificate. _____________________________________________________________________________ _From the desk of Azeem Siddiqi/ Kashif Yasin Page 2 of 5 . or Such rate per cent as may be specified by the SECP. debentures or money from a company shall have power to apply any part of the shares. • In writing off expenses or commission or discount on issue of shares / debentures. Power to pay certain commissions. The company after necessary inquiry and subject to such terms and conditions as it may consider necessary. promoter. discounts. • The amount or % of commission and number of shares which person have agreed to subscribe for commission: o in the case of shares or debentures offered to the public. if that payment made directly by the company. and • Issue of bonus shares. The company cannot charge fee exceeding the sum prescribed and the actual expenses incurred on such inquiry. disclosed in the prospectus. disclosed in the statement in lieu of prospectus or where a circular or notice is issued. it shall notify alongwith reason within 30 days of the application. A company is allowed to pay brokerage but: • • It shall not exceed one per cent of the price of shares or debentures.A duplicate certificate is issued by the company within forty-five days from the date of application if the original is: • • Lost or destroyed. etc. or o in the case of shares or debentures not offered to the public. Resolution specify maximum rate of discount.
and such offer shall be made by notice specifying the number of shares to which the member is entitled. The redemption of preference shares shall not be taken as reducing the amount of authorised share capital. Redemption of Preference Shares (S-85): A company may redeem its fully paid preference shares in the following manner: • Out of profits available for dividend. Circular for Offer: The offer of shares accompanied by a circular signed by the Directors or an Officer authorized by them with following contents. In first three cases. a sum equal to an amount applied in redeeming the shares shall be transferred from profits available for dividend to a reserve fund namely “the capital redemption reserve fund” Where pref. irrespective of the class. will be deemed to be declined. Shares at discount must be issued within 60 days after the sanction by SECP or such extended time as allowed by SECP Prospectus and balance-sheet shall contain particulars of the discount or unamortized discount at the date of the issue of the prospectus or balance-sheet. Date within which the offer not accepted. raise its further capital without issue of right shares. _____________________________________________________________________________ _From the desk of Azeem Siddiqi/ Kashif Yasin Page 3 of 5 . the premium on redemption must be provided out of the profits of the company or out of the share premium account.• • One year must elapsed since the date of commencement of business. Exception to Right Shares: • • With the approval of Federal Government a public company on the basis of a special resolution. Fractional Shares: Fractional shares are not offered to members. Latest statement of accounts. The redemption may be effected on such terms and manner as may be provided by the articles of the company. • Out of sinking fund. • • • • Material information about affairs of the company. • Out of sales proceeds of property. However. shares are redeemed out of the proceeds of a fresh issue. Necessity for issue of further shares. Further issue of capital (S-85): Where directors decide to increase the capital by the issue of further shares. All fractions less than a share are consolidated and disposed of by the company. and • Out of proceeds of fresh issue of shares. the proceeds are paid to such of the entitled shareholders. and limiting a time for acceptance of offer. The signed copy of circular is also filed with registrar. If the whole or any part of the shares offered is declined or not subscribed. such shares shall be offered to the members in proportion to their existing shares. and A public company may reserve a certain percentage of further issue for its employees under “Employees Stock Option Scheme” approved by SECP. the Directors may allot and issue these shares in such manner as they may deem fit.
or to a company limited by guarantee and not having a share capital. advertisement or other communication. after obtaining permission of the Magistrate of the first class or the Court. this section is applicable subject to the condition that rate of return on such loan. or otherwise. Seizure of documents by registrar (S-262) Where registrar believe that books and papers of any company or chief executive or officer of company or any associate may be destroyed. credit. Nothing in this section shall apply to a private company. The registrar may authorize any officer subordinate to him. This section is not applicable for a company within 2 years of the commencement of commercial production. Any contract made by a company before the date at which it is entitled to commence business shall be provisional only. the registrar may. No amount is liable to be repaid to applicants by reason of failure to apply for or to obtain permission for the shares or debentures to be dealt in on any stock exchange. officer or auditor ceased to hold office more than six years shall not be compelled to furnish information. the registrar may. or non-interest securities in any 2 of the 3 years fallen below the rate of return laid down by the SBP. statement in lieu of prospectus is filed with registrar. the place where such books and papers are kept. falsified or secreted. altered. credit. he may call upon the company and any of its present or past directors. any notice. Every director has paid to the company full amount of the shares taken by him. and shall not be binding on the company until that date. Thereafter. (a) to enter. non-interest bearing securities from Scheduled Bank or financial institution having a term of not less than 3 years to the extent of 20% of such balance. Power of registrar to call for information or explanation (S-261) Where on review of any document.Issue of shares in lieu of outstanding balance of loan (S-87): A company may issue ordinary shares or grant option to convert the outstanding loan. _____________________________________________________________________________ _From the desk of Azeem Siddiqi/ Kashif Yasin Page 4 of 5 . call on the company and any such person to produce before him for his inspection such books and papers as he considers necessary. and If company has not issued prospectus. the registrar report in writing to SECP. mutilated. Director. Duly verified declaration by the chief executive or one of the directors and the secretary filed with Registrar that aforesaid conditions have been complied with and the registrar has issued a certificate of commencement of business. search and seize such books and papers. by written order. If information or explanation or book or paper is not furnished or if information or explanation is inadequate or books or papers discloses an unsatisfactory state of affairs. officers or auditors to furnish such information within such time not less than fourteen days. Restrictions on commencement of business (S-146) A company shall not commence any business or exercise any borrowing powers unless- • • • • • Minimum subscription received in cash. the registrar is of opinion that any information or explanation is necessary with respect to any matter. If no information or explanation is furnished or if information is inadequate.
(b) to search that place in the manner specified in the order. _____________________________________________________________________________ _From the desk of Azeem Siddiqi/ Kashif Yasin Page 5 of 5 . SECP may allow the registrar to retain any books and papers for a further period not exceeding thirty days. The registrar shall return the books and papers seized within thirty days. and (c) to seize such books and papers as he considers necessary.
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