Securities and Exchange Commission of Pakistan COMPANY LAW DIVISION

(Registration Department)

No. RD/620/1/2004
Islamabad, the February 20, 2004

Circular No 14 of 2004

Subject:      Companies Easy Exist Scheme (CEES)

Securities and Exchange Commission of Pakistan has announced to re-launch a scheme known as Companies Easy Exit Scheme "CEES" providing an opportunity to the dormant unlisted public and private companies, associations not for profit, companies limited by guarantee and foreign companies, having no assets or liabilities and not carrying business, to take advantage of the exit facility and get their names struck off the register of companies after fulfillment of the specified formalities. It may be mentioned that a scheme in the like manner was introduced by the Commission vide its Circular No. 07 of 2002 that remained active only for two months from April 01, 2002 to May 31, 2002.

2. The Commission has been receiving continuous demand / representations from the corporate entities to revive the scheme so that the dormant companies which could not avail the opportunity earlier may have another chance. Therefore, considering the augmenting demand, the scheme titles "Companies Easy Exit Scheme (CEES)" is hereby launched. The salient features of the scheme are as under: -

(a)                                    It would be operative for a period of four months i.e. March 01, 2004 to
June 30, 2004.

(b)                                   The companies neither having any business nor any assets or liabilities
would furnish the applications, to get their names struck off the register of
companies.

(c)                                    Rate of fee for such application would be as under: -

(i)         Private limited companies.                                          Rs. 5,000

(ii)        Non-listed public companies and companies                 Rs. 7,500 limited by guarantee.

(d)                                   The  application  shall  be  supported with  the  board  resolution  or  a resolution of the shareholders of the company. Format of the application is provided at Annexure-I.

(e)                                    One of the directors preferably chief executive of the company shall also furnish a declaration duly verified by an affidavit administered before the Oath Commissioner that the company has no assets or liabilities and that it is not carrying on any business or any operation; and that it has no
liabilities outstanding in relation to any loan(s) obtained from the banks / financial institutions, taxes, utility charges, or any obligations towards
government departments or private parties. The format of declaration is given at Annexure-II.

(f)                                      The company shall also furnish a certificate from the company's auditors stating that to the best of his knowledge and belief the company has not been carrying on any business or operation; that it has no assets / liabilities and that it has no liabilities outstanding in relation to any loan(s) obtained from the banks / financial  institutions, taxes, utility charges,  or any obligations towards government departments or private parties. In case, the auditor of the company is a person other than a practising Chartered Accountant  or  a  practising  Cost  and  Management Accountant,  the certificate shall be obtained from a practising Chartered Accountant or a practicing Cost and Management Accountant. The format of the certificate is given at Annexure-III.

(g)                                   On receipt of sufficient number of applications or at each month end, notices will be published in Official Gazette inviting any objection from possibly interested parties against such striking the company name off the register of companies.

(h) If no objection is received and registrar is satisfied that the company is really not in operation and has no assets or liabilities, the name of the company shall be struck off the register of the companies. In case objection is received against such striking off the name of the company, the registrar concerned will examine the issue in detail and decide about the acceptance or rejection of the application after giving proper notice and hearing to the applicant company and the objecting party. A proper procedure would be conveyed to the registrars for dealing with applications.

(i) If no objection is received after three months of publication of first notice, the final notification would be published in Official Gazette stating that the company names have been struck off the register of companies. Similarly cases where objections are received and rejected after due consideration, the notification for striking off their names from the register of the companies shall be published.

(j) In case the objections are accepted and the applications are turned down, the companies and parties concerned would be informed accordingly.

(Abdul Rehman Qureshi) Commissioner (CL)

Distribution:-

1.  The Institute of Chartered Accountants of Pakistan, Karachi.

2.         The Institute of Cost and Management Accountants of Pakistan, Karachi.

3.         Federation of Pakistan Chamber of Commerce and Industry, Karachi

4.         All Chambers of Commerce and Industry

5.         All Pakistan newspapers Association of Pakistan, Karachi.
5. All CROs.

 

7.         The Media Coordinator, SEC, Islamabad.

8.         All Officers of SEC.

Annexure-I

LETTER HEAD OF COMPANY
No.                                                                                                               Date

To,

The Additional/Joint/Deputy/ Assistant Registrar Company Registration Office
_______________________
_______________________

Subject:        APPLICATION   FOR   STRICKING   OF   NAME   OF   COMPANY UNDER SECTION 439 OF THE COMPANIES ORDINANCE, 1984.

Dear Sir,

Please refer to "Companies Cease Scheme" announced vide circular No.______________ / 2004 dated_____________.

The Company after carefully considering all aspects has duly resolved in the meeting of directors / general meeting held on        to make an application

seeking striking the name of our company off the register of companies under section 439 of the Companies Ordinance, 1984.

Now, therefore, the undersigned requests to take action to strike the name of the company off the register of the companies. We furnish the following details and documents for considering the application.

i)      Board of directors' resolution /members' resolution dated ________ as per Annexure-I.

ii)     Declaration of Chief Executive / director duly verified by an Affidavit as per Annexure-II.

iii)    Auditors'   certificate/certificate  from  practicing  chartered  accountant or practicing cost and management accountant as per Annexure-III.

Yours faithfully,

(                       )

Name & Signatures

Chief Executive / Director

Annexure II

On Stamp Paper of Requisite Value DECLARATION

I .......................................... (Names, Father or Husband's names and addresses) do hereby solemnly affirm and state as follows:-

1.         That   I   am   the   Chief Executive   /   director   of M/s......................................

2.          That a resolution has been passed by the directors/shareholders of the company in their meeting held on     to furnish application seeking  striking  off the  name  of company  from the register of the companies under section 439 of the Companies Ordinance, 1984.

3.                                         That the above named company has no assets and liabilities;

4.                                         That the company is not carrying on any business or any operation;

5.                                         That the company has no liabilities outstanding in relation to any loan(s) obtained from the banks, financial institutions, taxes, utility charges, or any obligations towards government departments or private parties; and

6.                                         That the contents of the application and whatever is stated above is true and correct according to my best knowledge and belief.

Deponent

Place : Date :

Verified / Attested by Oath Commissioner, Seal of Attesting officer.

Annexure III

Auditors' Certificate / Certificate from practising Chartered Accountant/Cost and Management Accountant

I/We have examined the books and record of M/s................................................................. and have obtained all the information and explanation which to the best of our knowledge and belief were necessary for the purpose of this certificate and after due verification thereof, we certify that M/s.................................................................... has no assets / liabilities and that it is not carrying on any business or any operation; and that it has no liabilities outstanding in relation to any loan(s) obtained from the banks / financial institutions, taxes, utility charges, or any obligations towards government departments or private parties.

Place:

Date:

(Signature with name of auditors)