1- SERVICE AND AUTHENTICATION OF DOCUMENTS 2 -STATUTORY BOOKS 3- FILING OF STATUTORY RETURNS SERVICE: the action of helping or doing work for someone.

SERVICE AND AUTHENTICATION OF DOCUMENTS Verification of the genuineness of a document or signature, to make it effective or valid.

Service of documents (section 48,49,50) Service upon Send to Address Modes of service A Company The Company or its officer Registered office 1-registered post 2-By hand at registered office By courier service Description Authentication service is a security service that verifies an identity claimed by or for a system entity. Key Concepts A system entity is an active element of a system, e.g. an automated process, a subsystem, a person or group of persons that incorporates a specific set of capabilities. A Person is a system entity, usually a human individual, that makes use of system resources, primarily for application purposes as opposed to system management purposes. An Agent is a non-human system entity. A Subject represents a grouping of related information for a single entity, such as a person. Such information includes the Subject's identities as well as its security-related attributes (credentials such as passwords and cryptographic keys, for example). Subjects may potentially have multiple identities. Identity is a digital representation of a set of (verify able) claims (e.g. my name is "Scott Tiger," I am a student of UC Berkeley, I have a driver license issued by the State of California) made by one subject about itself. A Principal represents an identity. A principal can be authenticated.

Continued Service upon Send to Address Modes of service Registrar Registrars office 1-Registered post 2-By hand to him personally 3-By hand to his office under acknowledgement 4-By courier service Authentication process The Authentication process is the process of verifying an identity claimed by or for a system entity. It consists of two steps : Identification step: Presenting an identifier to the security system. Verification step: Presenting or generating authentication information that corroborates the binding between the entity and the identifier. Let's describe a typical authentication scenario using widely used security terms. Following are our assumptions. Assumptions A system entity (e.g. a user with Berkeley CalNet ID) has/is already enrolled with at least one identity provider (e.g. CalNet). System entity could be human or non-human. An identity provider is expected to provide authentication services. How the enrollment or signup with the identity provider happens is out of scope for the Authentication Service. It could be part of registration or account set up process of Collection Space or elsewhere. A service provider (or relying party, e.g. a Collection Space service) relies on the identity provider to identify and verify the identity of the system entity A service provider could rely on one or more such identity provider for authentication services. A system entity (e.g. a user with Berkeley Cal Net ID) has/is already enrolled with at least one identity provider (e.g. Cal Net).

Continued Service upon Send to Address Modes of service Members Members or his nominee Registered addresses within Pakistan or another given by him 1-by ordinary mail 2-by general advertisement in newspaper 3-by registered post(in case of dividend warrants only) 4-by courier service 5-physical delivery with acknowledgement

AUTHENTICATION OF DOCUMENTS AND PROCEEDINGS(Section-51) A document or proceeding requiring authentication by a company may be signed by: The Chief Executive Director Secretary Other officer of the company Authentication of a document or proceeding by a company may need not be under its common seal. Save as expressly provided in this Ordinance, a document or proceeding requiring authentication by a company may be signed by the chief executive or a director, secretary or other authorized officer of the company, and need not be under its common seal.

Statutory Books

Statutory Books Statutory Books Statutory books and records are documents kept by a company which detail important aspects of its operations and structure. Maintenance of Statutory Books and Records The maintenance of statutory books implies that the records are kept up to date and where necessary, are adjusted to reflect any changes that have taken place within the company.

Statutory Books A running company must maintain certain records about the company’s meetings, directors and shareholders. These are known as 'statutory books'.  Statutory books are kept for the benefit of the shareholders and the general public. The company records must maintain as follows: Register of Members

Statutory Books Register of Directors and other officers. Register of Debenture holders (same particulars are required as required by the register of members) Register of mortgages and Charges. Annual list of members Minutes of meetings of General meetings and Directors

Register of Mortgages and Charges By Registrar (SECTION-125) The registrar shall keep, with respect to each company, a register in the prescribed form of all mortgages and charges Date of creation of each mortgage or charge. Amount secured against such mortgage or charge. Short particulars of the property mortgaged or charged. The names of mortgages or persons entitled to the charge. The register shall be open to inspection to any person on payment of prescribed fee.

By Company (Section 135) A company is required to keep a register of mortgages at its registerd office. The company shall enter in the register of mortgages and charges; All mortgages and charges affecting property of the company; and All floating charges on the undertaking or on any property of the company. Such register shall give A short description of the property mortgaged or charged. The amount of mortgage or charged, and The names of mortgagees or persons entitled.

Register of Members and Debenture Holders Register of members (Section 147) A company must have a register of its members containing: The names, father’s name, description, nationality, occupation and addresses of the members; The account and the number of their shares. The date of the acquiring the shares. The amount paid on the shares. The date of entering a member in the register and The date and reason for ceasing to be a member. A company having more than 50 members must keep an index of the register of members.

Register of Debenture Holders (Section 149) Same particulars are required for the register of debenture holders as are required for register of members as stated in previous slide. Annual List of Members (Section 156) Every company shall once in each year, prepare annual return of its members containing the particulars specified in Form A in case of a company having share capital and in Form B in case of a company not having share capital as: On the date of the annual general meeting; or Where such annual general meeting is not held or if held is not concluded, on the last day of the calendar year to which it relates.

Annual List of Members (Section 156) Such annual return shall be filed with the registrar, within 45 days in case of listed company and 30 days in other cases: From the date of annual general meeting held in a year; or Where such annual general meeting is not held or if held is not concluded , on the last day of the calendar year to which it relates.

Minutes of Proceedings of General Meetings and Directors (Section-173) A company shall keep, at its registered office, a fair and accurate summary to be entered in properly maintained books, of the minutes of all proceedings of : General meetings Meeting of its directors and Meetings of committees of director along with the names of those participating in such meetings. A copy of minutes of board of directors meeting shall be furnished to every director within 14 days of the date of meeting. The minutes of the meeting signed by the chairman of that meeting or chairman of the next meeting shall be evidence of the proceeding of that meeting.

Continued… d) The books containing the minutes of all such meetings, as stated above shall be kept at the registered office of the company. The books containing the minutes of proceedings of general meetings shall be open to the inspection by members without any charge during business hours, not being less than two hours in each day and subject to such restrictions as the company by its articles or in a general meeting may impose.

Register of Directors and other officers (Section-205) A company shall keep at its registered office a register of its directors and officers, including; The chief executive Managing agent Secretary Chief accountant Auditors and Legal adviser Containing with respect to each of them such particulars as may be prescribed.

Register of Directors and other officers (Section-205) Every person referred above shall, with in the period of ten days of his appointment, furnish to the company prescribed particulars so as to be entered in the registers. The company shall, with in fourteen days of the appointment of the above said person file a return to the registrar containing prescribed particulars. The register so prepared shall be open for inspection to any member of the company during the business hours.

Register of contracts, Arrangements & Appointments in which Directors are concerned or interested (Section-219) A company shall keep, at its registered office, a register of contracts, arrangements and appointments in which directors or officers are concerned or interested and shall enter the following particulars: The date of contract, arrangement or appointment. The names of the parties involved in such contract, arrangement or appointment. The principal terms and conditions there of;

Register of contracts, Arrangements & Appointments in which Directors are concerned or interested (Section-219) The date on which it was placed before the directors. The names of directors voting for and against of such contract, agreement or appointment and of those who remain neutral. The names of the directors or officers concerned or interested to such contract, arrangement or appointment and the extent or nature of their interest.

Register of Shareholdings of Directors (Section-220) A listed company is required to keep, at its registered office, a register in respect of each: Director Chief executive Managing agent Chief accountant Secretary or auditor of the company & A person holding not less than 10% of the beneficial interest of the company. …….

Register of Shareholdings of Directors (Section-220) Particulars regarding the number, description and amount of any shares in or debentures of The company; or Any other body corporate being the company subsidiary or holding company, or of which he has a right to become holder, whether on payment or not

SECP SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN (SECP) GUIDE ON‘FILING OF STATUTORY RETURNS

Statutory Return What is a ‘Statutory Return’? All the Forms/returns or documents required to be filed with concerned authorities i.e., registrar concerned, Commission and Stock Exchanges under Companies Ordinance, 1984 , are termed as Statutory Returns. Statutory return contains information which are filed with the registrar concerned of the Company Registration Office (CRO) where they are made publicly available, so that anyone can verify the details about any company.

What is the utility of statutory returns for stakeholders? The company record is open for inspection by the general public so that the stakeholders e.g., banks, investors, vendors, suppliers, creditors, importers , exporters etc, may be well informed with state of affairs of the Company, make decisions about their investment and to deal business with the Company. These stakeholders and any member of public can also obtain certified true copies of the relevant corporate record of the companies, when needed or asked by any institution as part of documentation. Therefore, it is important to file statutory returns so that updated record of the Company could be maintained/made available by the registrar concerned

Modes of submission of statutory returns What are the modes of submission of statutory returns? There are two modes of filing statutory returns with the registrar concerned: i. e-Filing: You may file returns online through eServices. ii.Physical : Personally: You may visit the CRO and file the return by hand. By post: You may post the return through registered mail or courier at the postal addresses of CROs

Can information given by the Company in simple letter, without prescribed form and fee, be considered as submitted return with the registrar concerned? No. Any information which is required to be notified by the Company should be filed on the prescribed form with the applicable fee. For example, if the Company changes its registered office address, the company cannot simply send a letter to notify Registrar that company had changed its registered office address from one place to another. The company should report the same on prescribed Form 21.

From where format of returns/forms be obtained? Formats of returns/forms can be obtained from Online: In case of online submission, the statutory returns/ forms on the prescribed format containing the existing information shall automatically appear in the eServices portal

Continued.. In case of physical submission, there are three sources of getting statutory returns/Forms: You may refer to the Rules and find the relevant statutory form. You may download these formats from the Commission’s website at the link http://www.secp.gov.pk/forms.asp which is the quickest and easiest way to get the forms. You may visit the regional offices of the Commission (Company Registration Offices) personally and get forms free of cost.

Filing Fee or Forms/Returns What is filing fee of forms/returns? The filing fee of various returns/forms is prescribed in 6th Schedule to the Ordinance, which may be accessed at Commission’s website.

Points to remember while submitting/ completing hand written filled return/form: In case of physical submission, if a company wants to submit hand written filled returns, it is necessary that it should not be filled with ink, as writing may be erased if it becomes wet/moist, resulting into loss of information. It should be therefore, filled in by using ball point. Since all the returns filed by the Companies are scanned to create electronic data base of the Companies, therefore, it should also be ensured that writings are clear and easily recognized/readable by the scanners.

Filing of returns/forms does not take place until When return will be considered filed with the Registrar in the prescribed period? Filing of returns/forms does not take place until these reach with the Registrar office with in the prescribed period as laid down under the law/rules. For example, Form-29 is required to be filed within 14 days of the date of reporting change. It means Form-29 should be received by the Registrar within 14 days of the change, otherwise it will be considered late filing of Form/return.

Who is responsible to file returns/ forms with the Registrar/Commission? Management of the Company is responsible for filing of the forms/returns within statutory time period. Legal/corporate consultant’s services may be hired for this purpose, but responsibility to file statutory returns within due time rests entirely with Chief Executive and directors. The End

Management and Administration In this portion of corporate law we have done these topics Directors Chief Executive and Managing Agents Company Secretary Share Holders and members Meetings and Proceedings Resolutions and political contributions Investments by a company Contracts of a company including those with sole purchase and sales agents Service and authentication of documents Statutory books