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031029
SECURITIES & EXCHANGE
COMMISSION OF PAKISTAN
Notification No. S.R.O. 1003(I)/2003
PUBLISHED BY AUTHORITY
Islamabad, the October 29, 2003
S.R.O. 1003(1)/2003.- 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 (XLII of 1997), the Securities and Exchange
Commission of Pakistan, is pleased to direct that the following amendments shall
be made in the Companies (General Provisions and Forms) Rules, 1985, the same
having been published previously as required by the sub section (1) of the said
section 506, namely:-
In the aforesaid Rules,
(1), after rule 2, the following new rule shall be inserted, namely:-
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.”;
(2), after rule 14, the following new rules shall be inserted, namely:
14A. Approval of capital expenditure etc. by the directors.- The 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
sub-section (2) of section 196, shall be exceeding one million rupees, and one
hundred thousand rupees respectively.
14B. Qualifications of company secretary.- The following shall be the
qualifications of company secretary to be appointed in terms of section 204A
namely:-
(a) a member of a recognized body of professional accountants;
(b) a member of a recognized body of corporate/chartered secretaries;
(c) 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.
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;
(b) 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
(c) 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.”.
(3) after rule 17B, the following new rule shall be inserted, namely:-
“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.”; and
(4) in the forms, after Form 35B, the following in forms shall be inserted
namely:-
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.
(Mohammed Hayat Jasra)
Executive Director (Company Law)
[F. No. 602(180)/RCP/2000]
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