Execution Phase Compliance of Various Laws Audit Program on Laws and Regulations

Execution Phase Compliance of Various Laws Audit Program on Laws and Regulations

Companies Ordinance Compliance Checklist

WP Ref.: Prepared by: Date Reviewed by Date:

Client: Period: Answer Y ! or "O# where the answer re$%ires any f%rther details# please &ive that separately# 'where not applicable mark "(A).

*.

!ecretarial +ormalities
A. Are the followin& stat%tory books maintained by the company# whereby applicable# %nder the Companies Ordinance# ,-./ and are these kept at the re&istered office of the company. 'a) 'b) 'c) Re&ister of transfer of shares '!ection 01) Re&ister of mort&a&es '!ection ,23) Re&ister of members and *nde4 of members. *nde4 re$%ired if more than fifty members '!ection ,/0) Re&ister of debent%res and *nde4 of debent%res. *nde4 re$%ired if more than fifty members '!ection ,/-) 5in%te books for proceedin&s of &eneral meetin&s and meetin&s of Directors ( Committee of Directors A copy of the

Answer

'd)

'e)

min%tes of meetin& of the board of directors shall be f%rnished to every director within fo%rteen days of the date of meetin&. '!ection ,02)
'f) Re&ister of Directors# Officers incl%din& Chief 4ec%tive# 5ana&in& A&ent# !ecretary# Chief Acco%ntant# A%ditors and 6e&al Adviser containin& with respect to each of them s%ch partic%lars as maybe prescribed.'!ection 783)

Execution Phase Compliance of Various Laws Audit Program on Laws and Regulations

Answer '&) Re&ister for shares and sec%rities not held in the name of company '!ection 78-) Re&ister containin& partic%lars of contracts ( arran&ements or appointments i.e. contracts in which directors and officers interested# contracts for appointment of chief e4ec%tive# whole time directors# secretary# etc. '!ection 7,-) Re&ister in respect of director# chief e4ec%tive# chief acco%ntant# secretary# mana&in& a&ent or a%ditor of company and every other person holdin& not less than ,8 percent beneficial interest in shares and debent%res of company# etc. 'Applicable to listed companies)# '!ection 778) Re&ister of Pakistani members# debent%re holders# directors# officers# etc. 'Applicable to forei&n companies and re&ister to be kept at principal place or b%siness)# '!ection /3/)

'h)

'i)

'9)

B.

:ave the followin& forms# etc.# wherever applicable# been filed with the Re&istrar or other relevant a%thorities %nder the Companies Ordinance# ,-./. 'a) 'b) Ret%rn of allotments '!ection 02) "otice of increase in share capital beyond the re&istered capital '!ection -7 ; !ection -/) Partic%lars of mort&a&es# char&es etc. '!ection ,7,(,7- ; !ection /12 Partic%lars of mort&a&e or char&e s%b9ect to which property has been ac$%ired '!ection ,77 and !ection /12) Re&istration of entire series of participation term certificates ( term finance certificates ( debent%res '!ection ,72(,7/ ; !ection)

'c)

'd)

'e)

Execution Phase Compliance of Various Laws Audit Program on Laws and Regulations

Answer 'f) Partic%lars of an iss%e of participation term certificates ( term finance certificates ( debent%res in a series when more than one in the series is made. 'Proviso to !ection ,72 ( /12) Partic%lar of modification of mort&a&e# char&e# etc. '!ection ,7- ; !ection /12) 5emorand%m of complete satisfaction of mort&a&e '!ection ,27 ; !ection /12) "otice of sit%ation of re&istered office or of any chan&e therein '!ection ,/7) Declaration of compliance with conditions of !ection ,/1 of the Ordinance before commencin& b%siness in case of a company iss%in& prospect%s '!ection ,/1) Declaration before commencin& b%siness in case of a company filin& statement in lie% of prospect%s '!ection ,/1) "otice of modification of re&ister of members '!ection ,3/) Ann%al ret%rn of company havin& share capital '!ection ,31) !tat%tory report '!ection ,30) !pecial resol%tion '!ection ,07) Consent to act as Director ( Chief 4ec%tive to be filed within ,/ days '!ection ,./) Partic%lars of directors and officers incl%din& the chief e4ec%tive# mana&in& a&ent# secretary# chief acco%ntant# a%ditors and le&al adviser or of any chan&e therein and s%ch partic%lars as may be prescribed '!ection 783) Resol%tion passed by members p%rs%ant to !ection 78. of the Ordinance 'relatin& to investments in associated companies and %ndertakin&s) '!ection 78.)

'&)

'h)

'i)

'9)

'k)

'l) 'm) 'n) 'o) 'p)

'$)

'r)

Execution Phase Compliance of Various Laws Audit Program on Laws and Regulations

Answer 's) Ret%rn containin& partic%lars of beneficial ownership of listed sec%rities '!ection 777) Ret%rn of chan&e of beneficial ownership of listed sec%rities and makin& of &ains '!ection 777 ; !ection 77/) "otice of address at which books of acco%nts are maintained '!ection 728 ; !ection /1/) Application for e4tension in period for payment of dividend '!ection 73,)

't)

'%)

'v)

Following applicable only in case of foreign companies 'w) Doc%ments 'Charter ( !tat%te ( 5emorand%m and Articles# etc.) delivered for re&istration by a forei&n company '!ection /3,) Ret%rn showin& address of re&istered office or principal office of a forei&n company or any chan&e therein '!ection /3, ; !ection /37) Ret%rn showin& partic%lars of directors# chief e4ec%tive and secretary 'if any) of a forei&n company or of any alteration therein '!ection /3, ; !ection /37) Ret%rn showin& partic%lars of principal officer of a forei&n company in Pakistan or of any chan&e therein '!ection /3, ; section /37)

'4)

'y)

'<)

'aa) Ret%rn showin& partic%lars of persons resident in Pakistan a%thorised to accept service on behalf of a forei&n company or of any alteration therein '!ection /3, ; !ection /37) 'bb) Ret%rn showin& address of the principal place of b%siness in Pakistan of a forei&n company or any chan&e therein '!ection /3, ; !ection /37)

Execution Phase Compliance of Various Laws Audit Program on Laws and Regulations

Answer 'cc) Ret%rn of alternation in charter# etc. of a forei&n company '!ection /37) 'dd) "otice by a forei&n company on ceasin& to have any place of b%siness in Pakistan '!ection /3.)

**. Disclos%re and Other Re$%irements =nder >he Companies Ordinance# ,-./
A. >he financial statements of listed companies have to comply with the re$%irements of the +o%rth !ched%le to the Companies Ordinance# ,-./# '!ection 72/). >he financial statements of non?listed companies have to comply with the re$%irements of the +ifth !ched%le to the Companies Ordinance# ,-./ '!ection 72/). >he followin& provisions of the Companies Ordinance# ,-./ co%ld have a bearin& on the financial statements and sho%ld be considered d%rin& the a%dit to ens%re that the provisions have been complied with# wherever applicable. 'a) Prohibition of p%rchase or &rant of financial assistance by a company for p%rchase of its own shares or the shares of its holdin& company e4cept %nder the conditions provided %nder section -3A '!ection -3) Restriction on directors@ rem%neration for attendin& meetin&s and for e4tra services which may be determined in accordance with provisions of Articles i.e. by directors or company in &eneral meetin& '!ection ,-,)

B.

C.

'b)

Execution Phase Compliance of Various Laws Audit Program on Laws and Regulations

Answer 'c) 6oans to directors '!ection not to apply to private company %nless s%bsidiary of p%blic company# bankin& company# loan or &%arantee and sec%rity for loan by holdin& company for its s%bsidiary) '!ection ,-3) 'd) Certain matters specified in !ection have to be approved by means of resol%tion passed at the meetin& of the Aoard of Directors '!ection ,-1) >erms of appointment of Chief e4ec%tive to be determined in accordance with provision in Company@s Articles i.e. either by directors or company in &eneral meetin& '!ection 788) *nvestments in associated companies and %ndertakin&s. '!ection not to apply to bankin& company# financial instit%tion approved by +ederal &overnment and private company which is not a s%bsidiary of p%blic company# accompany whose principal b%siness is the ac$%isition of shares# stocks# debent%res and other sec%rities '!ection 78.) *nvestments of company to be held in its own name '!ection 78-) Disclos%re of interest by director in contract ( arran&ement entered by or on behalf of the company '!ection 7,/) Disclos%re of interest by officers in contract ( arran&ement other than in !ection 7,/ of Ordinance '!ection 7,3) !ec%rities and deposits# etc. to be kept in special acco%nt with sched%led bank etc. '!ection 771) Provisions obtainin& to employees@ provident f%nds and sec%rities incl%din& re$%irement of keepin& amo%nts in special acco%nts and payment of contrib%tions within specified time '!ection 770)

'e)

'f)

'&)

'h)

'i)

'9)

'k)

Execution Phase Compliance of Various Laws Audit Program on Laws and Regulations

Answer 'l) 'm) Proper books of acco%nts to be kept by company '!ection 728) +inancial statements of listed companies to comply with re$%irements of +o%rth !ched%le and the *nternational Acco%ntin& !tandards '*A!@s) as specified by ! CP in the Ba<ette. '!ection 72/) Assets may be reval%ed# however incremental depreciation is to be char&ed to s%rpl%s on reval%ation '!ection 723) Directors@ report and its contents prescribed incl%din& separate re$%irements for p%blic company or a private company which is a s%bsidiary of a p%blic company. *n case of holdin& company the directors are re$%ired to prepare and attach consolidated financial statements# &ro%p affairs and all the applicable s%b sections of this section '!ection 721) Aalance sheet of holdin& company to incl%de certain partic%lars as to its s%bsidiaries and to comply with all re$%irements of this section '!ection 720) Restriction on declaration of dividends. Dividends to be paid only o%t of profitsC dividends not to be paid e4cept to re&istered shareholders or to their order or to their bankers and dividend to be paid within prescribed period '!ection 7/. ; !ection 73,)

'n)

'o)

'p)

'$)

D.

Compliance with *nternational Acco%ntin& !tandards 'Refer separate check list)