Chapter # 03

1. Chapter # 03 Registrar Of Companies Salman Masood Sheikh M.Com, MBA, M.Phil, ACMA,FPA, AITM, ACPA, CA (Int) Director Quality Assurance, Superior University, Lahore

2. Registrar of Companies Registrar means a person who performs the duties of registration of companies and other functions under the company’s ordinance, 1984. The term ‘registrar’ includes the following officers • A registrar • An additional registrar • A joint registrar • A deputy registrar; and • An assistant registrar

3. Appointment of Registrar • The federal government is the appointing authority. It has a power to appoint as many registrars, additional registrars, joint registrars, deputy registrars, and assistant registrars as it thinks it fit • Besides the above-mentioned designatories, an officer with the title “Registrar of Companies” is also appointed. He is the head of the organization for the registration of companies in Pakistan. • The federal government fixes the salaries and other terms and conditions of the persons so appointed.

4. Functions & Powers of Registrar • Confirm the availability of the name for registration • Certify the incorporation of a company by issuing the certificate of incorporation. • Register the alternation in memorandum of association and articles of association. • In case of a company shifting its registered office from one province to another transfer the documents of the company to the registrar of the province in which company is transferring its registered office. • Accept a declaration of compliance of the requirements of the companies ordinance 1984 and rules made there under regarding registration of memorandum association and articles of association • Register the memorandum of association and articles of association and articles of association.

5. Functions & Powers of Registrar • Accept and decide an appeal against the orders of an additional registrar, joint registrars, deputy registrars, or an assistant registrar for refusal to register the memorandum of association and articles of association. • May consent to adopt the name of such a company which is in the course of being dissolved. • Issue directions for rectification in the name of the company. Such directions may be issued within a period of three years from the date of incorporation. • Approve the change of the name by company. • Issue a new certificate of incorporation upon change in the name of company. • Confirm the conversion from private company to public company or vice versa

6. Functions & Powers of Registrar • Enter the words “(private) limited”, “limited” or “(guarantee) limited” as the case may be , if the SECP revokes the license issued by it u/s 42 • Register the prospectus or statement in lieu of prospectus filed by a company converted from private company to public company. • Register the prospectus filed by a company • Excuse the no-compliance of certain provisions relating to prospectus. • Register the statement in lieu of prospectus filled by a company • Refuse to register the prospectus if certain provisions of the companies’ ordinance, 1984 are not complied with. • Extend the period of filing the return as to allotment of shares for a period upto thirty days.

7. Functions & Powers of Registrar • Register the filing of circular issued by a company in respect of issue of right shares • Register the alternation in share capital. • Receive the notice of consolidation or division of share capital. • Record the increase in the capital or members of a company • Receive & register return about purchase of its own shares by company • Register the order confirming the reduction of share capital and certify the registration of such orders and minutes • Register order of the court confirming variation of shareholders right. • Register conversion of an unlimited company into a limited company

8. Functions & Powers of Registrar • Order for immediate supply of the copy of trust deed to a debenture holder and a member. • Register the mortgages and charges and issue a certificate of such registration. • Keep and maintain the register of mortgages and charges. • Keep and maintain a chronological index of all mortgages and charges registered under the company’s ordinance. • Under the rectification in register of mort gages and charges. • Register the payment of satisfaction in the register of mortgages and charges and issue a certificate to that effect. • Issue a show cause notice to the holder of the mortgage or charge. • Enter memorandum of satisfaction in register of mortgages & charges

9. Functions & Powers of Registrar • May order the company to allow immediate inspection of the register of mortgages and charges and provide copies thereof. • Enter the appointment of a receiver or manager in the register of mortgages and charges whenever intimated to him • Record the situation of the registered office of accompany or any change therein. • Issue a certificate of commencement of business. • Extend the period of filing the annual return of the members of the company. • In case of non listed companies extend the time for holding annual general meeting

10. Functions & Powers of Registrar • Allow a company to hold its extra ordinary general meeting in notice of less than twenty one days • Register the resolutions filed by a company • Direct inspection and supply of a copy of minutes of the meetings. Register the consent of a person to act as director. • Order for inspection of the register of officers, etc., if refused by the company • Direct an inspection of the register of shares or securities not held by the company in its own name • Direct the inspection of the contracts for appointment of managing agent, chief executive or secretary • Required a certified copy of the register of directors; holdings etc., or any part thereof • Direct immediate inspection of the above register. • Register the return of beneficial ownership of listed securities by directors etc.

11. Functions & Powers of Registrar • Direct recovery of gains under section 224(1) from the directors, chief executive, managing agent chief accountant, secretary or auditors of listed company. • Register the notice filled by a company regarding place of keeping books of accounts at place other than its registered office • Inspect the books of accounts and other books maintained by the company. • Extend the period of preparation and submission of the annual accounts. • Grant permission to a non-listed company for preparation of accounts for period exceeding twelve month.

12. Functions & Powers of Registrar • Call for information and explanation from the company and any of its past or present officer and report to the SECP regarding the information obtained • Seize the documents papers and books • Apply to the court for the winding –up of the company • Make representation to the court (upon a notice issued by it). • Make an application to the court complaining that the affairs of the company are being conducted in an unlawful or a fraudulent manner. • Register the orders of winding-up issued by the court

13. Powers of Registrar to call for information • The registrar is empowered to call upon company and any of its officers to furnish the desired information or explanation to him. Legal provisions in this regard are discussed below: • Where the registrar is of the opinion that any information, explanation of document is necessary with respect to any mater he may call upon the company and any of its present or past directors, officers, or auditors, to furnish such information, etc in writing. The registrar may form his opinion as above after perusal of any document submitted to him or any notice advertisement or other communication or otherwise. • The registrar shall call the information explanation or document by an order in writing, which shall also state the information etc called upon and the time for its compliance. At least fourteen days must be provided to the company for compliance. • A director officer or auditor who ceased to hold office more than six year before. the date of order of order of the registrar shall not be compelled to furnish the information etc

14. Powers of Registrar to call for information • It shall be the duty of the company and any officer who has received the order to furnish the information etc. to the best of his knowledge and power • The registrar may by written order call on the company and any of its officers to producer before him for his inspection such books and paper as are considered necessary within the specified period if • No information or explanation is furnished within the specified period; or • The information or explanation furnished is in the opinion of the registrar, inappropriate. • Under this case it shall be duty of the company and such persons to produce the specified period. • Where a company or its officer refuses or makes default in furnishing the information or documents the trying authority besides the punishment given below may make order directing the company to produce such books or papers as in its opinion, may reasonably be required by the registrar for his investigation

15. Punishment to Company • The company shall be liable in respect of each offence to a fine upto Rs. 20,000 in case of continuing default, to a further fine upto Rs. 500 per day • Punishment to defaulting officer: • Every officer of the company who is knowingly and willfully in default shall be punishable with imprisonment up to one year and shall also liable to a fine imposed by trying authority • One receipt of desired information, etc the Registrar may annex the same or copy thereof or extract there from to the original document submitted to him. This information, in the same manner as the original document could be. • Under the following cases the registrar shall be report in writing the circumstances of the cases to the SECP: • If the information or explanation or books or paper required by the registrar is not furnished within the specified time; • If after perusal of such information etc. the registrar is of the opinion that such document etc discloses an unsatisfactory state of affairs; or • If the document etc furnished does not disclose a full and fair statement of the matter to which it relates.

16. Seizure of Documents by Registrar • Where the registrar believes (on the basis of his information) that the books and papers may be destroyed, mutilated altered falsified or secreted he may search and seize such books and papers ager obtaining permission of the magistrate of the first class or the cur. The books and papers may be of or relating to the following persons: • Any company; • Any chief executive; • Any officer of the company; or • Any associate of the chief executive or officer of the company. • After obtaining due permission the registrar may authorize any of its sub ordinance (not below the rank of an assistant registrar) to: • Enter with required assistance the place where such books and papers are kept; • Search that place in the manner specified in the order; and • Seize such documents as he considers necessary. • The registrar shall inspect the books and papers and may before returning them, take copies of or extract from them or put such marks of identification on them as is considered necessary. • The books and papers belong to the company or the person from whom those are seized, these are to be returned by the registrar to the company chief executive or any other person from whose custody or power they were seized. These are returned within a maximum period of thirty days after such seizure. The SECP may allow the registrar to retain the seized books and papers for a further period of thirty day. Before issuing such order it shall provide the company an opportunity of being heard. • While searching and seizing the books and papers the registrar shall follow the procedure laid down in code of criminal procedure, 1998 relating to searches or seizures.

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