SECURITIES AND EXCHANGE
COMMISSION OF PAKISTAN
Islamabad,
the 31st December, 2008
NOTIFICATION
S.R.O. 1307(I)/2008. In exercise of powers conferred by section
506A of the Companies Ordinance, 1984 (XLVII of 1984), the Securities and
Exchange Commission of Pakistan hereby makes the following Regulations.
GROUP COMPANIES REGISTRATION REGULATIONS,
2008
1. Short title and
commencement.- (1) These Regulations shall be called the Group Companies
Registration Regulations, 2008.
(2) They
shall come into force at once.
2.
Definitions.- (1) In these
Regulations, unless there is anything repugnant in the subject or
context,-
(i)
“Group” means a holding company and its subsidiaries
registered with the
Commission under Regulation 4 of these Regulations;
(ii)
“Ordinance” means the Companies Ordinance, 1984 (XLVII
of 1984); and
(iii)
“Regulations” mean the Group Companies Registration
Regulations, 2008.
(2) Words and expressions used but not defined in
these Regulations shall have the same meaning as assigned to them in the
Ordinance.
3.
Application
for registration as a Group. - A
company which is desirous of forming a group with its subsidiary companies
shall furnish an application for registration as a Group to the Commission
along with the following documents namely, -
(i)
statement showing details of the holding company and
its subsidiaries, their sponsors, directors and pattern of shareholding in the
form attached as
Annexure “A”;
(ii)
affidavit by the directors of the holding company in
the form attached as Annexure “B”;
(iii)
the memorandum and articles of association of the
holding company and its subsidiaries;
(iv)
resolution of the board of directors of the holding
company and its subsidiaries for formation of a Group;
(v)
original bank receipt evidencing the payment of
application fee of [two hundred thousand] rupees; and
(vi)
any other information required by the Commission.
4.
Registration
of a Group.- Where the Commission is
satisfied with the application made under Regulation 3, it may register the
holding company and its subsidiary companies as a Group in Form 1.
5.
Alteration
of composition of a Group.– (1) Where the composition of a Group changes,
the holding company shall inform the Commission immediately by making an
application for altering the details of registration granted in Form I and
submit the following documents to the Commission, -
(i)
a revised statement showing details of the holding
company and its subsidiaries, their sponsors, directors and pattern of
shareholding in the form attached as
Annexure “A”;
(ii)
in case a company is joining the Group, a copy of its
memorandum and articles of association;
(iii)
original bank receipt evidencing the payment of
alteration fee of [fifty thousand] rupees; and
(iv)
any other information required by the Commission.
(2)
The Commission shall, upon receipt of application and
documents under Regulation
5(1), alter its record and issue
a certificate of change in the composition of a Group in Form II.
(3)
Where the holding company does not inform the
Commission of the change in the composition of the Group, the Commission shall,
after imposing a penalty on the holding company under Regulation 9, change the
composition of the Group and issue a certificate of change in the composition
of a Group in Form II.
6. Cancellation of registration of a Group.- (1) The registration granted to a Group may
be cancelled by the Commission if any company within the Group fails to comply
with the requirements of these Regulations or any direction given by the
Commission:
Provided that the Commission shall
provide the holding company an opportunity of hearing before cancellation of
registration of a Group.
(2) The holding company may
apply to the Commission for cancellation of its registration by stating the
reasons for the request and the Commission, if satisfied with the reasons given
by the holding company, may, through an order in writing, cancel the
registration of the Group.
7.
Obligations
of the holding company within a Group. -
The holding company shall ensure that,-
(i)
the Group [companies are][1]
in compliance with the requirements of the Code of Corporate Governance[,
wherever applicable][2];
(ii)
the Group is in compliance with the requirements of
International Accounting Standards and International Financial Reporting
Standards, as applicable in Pakistan;
(iii)
transactions by any company within the Group with its
associated companies and associated undertakings are carried out and recorded
on an arm’s length basis; and
(iv)
any other requirements specified by the Commission are
complied with.
8.
Application
for designation as a Group.- (1)
The holding company within a Group may apply to the Commission for
designation of the [companies within the][3]
Group for the purpose of availing tax relief under sections 59AA and 59B of the
Income Tax Ordinance, 2001.
(2)
The holding company applying for designation of the
[companies within the][4]
Group shall, along with the application required under Regulation 8(1), provide
the Commission, - (i) in the case of a designation letter for Group taxation
where the holding company has 100% owned subsidiaries,-
(a)
a copy of the certificate of registration as a Group:
(b)
a copy of the certificate of change in the composition
of the Group, if any;
(d)
a certificate from a firm of Chartered Accountants that
the Group is in compliance with the requirements of these Regulations; and
(e)
any other document or record which the Commission deems
appropriate;
(ii) in the case of a designation letter for Group Relief,- (a) a
copy of the certificate of registration as a Group:
(b)
a copy of the certificate of change in the composition
of the Group, if any;
(c)
the national tax numbers of the Group companies and
their directors[ ]6;
(d)
evidence that there [is][6]
ownership of the share capital of the subsidiary companies to the extent of 55%
in the case of a listed company and 75% in the case of other companies[ ]8;
(e)
[.]9;
(f)
approval of the board of directors of the Group
companies to the surrendering and claiming of loss;
(g)
a certificate from a firm of Chartered Accountants that
the Group is in compliance with the requirements of these Regulations; and
(h)
any other document or record which the Commission deems
appropriate.
(3)
The Commission shall on being satisfied that,-
(i)
the Group is in compliance with these Regulations;
(ii)
all companies within the Group are locally
incorporated; and
(iii)
the accounting period of the companies within the Group
is the same;
issue
a designation letter for Group taxation or Group relief, as the case may
be.
(4)
Where the Commission has issued a designation letter to
a Group and it subsequently cancels the registration of a Group or issues a
certificate of change in the composition of the Group, the Commission shall immediately
inform the tax authorities of such action.
9. Penalty for contravention of
the Regulations.- Whoever contravenes or fails to comply with any provision
of these Regulations shall, in addition to any other liability under the
Ordinance or the rules or regulations made thereunder, be punishable with fine
which may extend to five hundred thousand rupees and, in the case of continuing
failure, to a further fine, which may extend to ten thousand rupees for every
day after the first during which the contravention continues.
-.-.-.-.- FORM I
[see
Regulation 4]
CERTIFICATE OF REGISTRATION
OF A GROUP
Islamabad,
the________20__.
The Securities and Exchange
Commission of Pakistan having considered the application for registration as a
Group by............................................. (Name of the holding
company) and being satisfied with the said application, hereby registers
……………………… (Name of the holding company) and its subsidiaries, namely
………………………….(Name of all subsidiaries) as a Group under serial number …………… in
exercise of its powers under Regulation 4 of the Group Companies Registration
Regulations, 2008.
Signature
of the officer.
Seal
FORM
II
[see
Regulation 5(2)]
CERTIFICATE OF CHANGE
IN
THE COMPOSITION OF A GROUP
Islamabad,
the________20__.
The Securities and Exchange
Commission of Pakistan having considered the application for change in the
composition of Group registered under serial number …………… hereby change the
composition of the Group which now comprises of ……………………… (Name of the holding
company) and its subsidiaries, namely ………………………….(Name of all subsidiaries).
Signature
of the officer.
Seal
Annexure “A”
See Regulation 3(i)
STATEMENT
OF SHAREHOLDING
|
||
AS ON _____________
|
||
Particulars of the Holding company
|
Name
CUIN
No. of shares
|
Par value
|
Amount
(Rs.)
|
Held by
|
Percentage of shareholding
|
||||||||||
(Names of the
sponsors/directors)*
|
||||||||||||||
Total
Paid-up Capital
No. of shares
|
Par value
|
Amount
(Rs.)
|
Investment made in subsidiaries and associates
|
Percentage of total
investment
|
|||||
Total
Long-term
Investments
|
Particulars of the Subsidiaries
|
i. Name CUIN
No. of shares
|
Par value
|
Amount
(Rs.)
|
Held by
|
Percentage of shareholding
|
|||||||||
(Name
of the holding company)
|
|||||||||||||
Total
Paid-up Capital
Percentage of
No. of shares
|
Par value
|
Amount
(Rs.)
|
Investment in other companies
|
total
investment
|
|||||
Total Long-term
Investments
ii. Name
CUIN
No. of shares
|
Par value
|
Amount
(Rs.)
|
Held by
|
Percentage of shareholding
|
|||||
(Name of the holding company)
|
Total
Paid-up Capital
No. of shares
|
Par value
|
Amount
(Rs.)
|
Investment in other companies
|
Percentage of total
investment
|
|||||
Total Long-term
Investments
* If shares have been owned, held or controlled
by the spouse or minor children of the sponsor/shareholder, the fact shall be
disclosed separately.
Signature of
Chief Executive/Company Secretary of the holding company
Annexure “B”
See Regulation 3(ii)
AFFIDAVIT
We, the directors of…………………….. [Name of the holding
company] do hereby, solemnly affirm and testify that the contents of the
application and the documents submitted to the Securities and Exchange
Commission of Pakistan for grant of approval to form a Group under the Group
Companies Registration Regulations, 2008 are true and correct to the best of
our knowledge and belief and nothing has been concealed therein.
DEPONENTS
(Signature)
The Deponent(s) is/are
identified by me
Signature
_______________________
ADVOCATE
(Name and
Seal)
Solemnly affirmed before me on this
______ day of _____________ at ______________ by the Deponent(s) above named
who is/are identified to me by ________________, Advocate.
Signature______________________________
OATH
COMMISSIONER FOR TAKING AFFIDAVIT
(Name and
Seal)
No.
RD/602(21)/2007
(Nazir Ahmed Shaheen)
Executive Director
(Registration)
[1]
Substituted for the word “is” by S.R.O. 780(I)/2009 dated September 7, 2009
[2]
Inserted by S.R.O. 780(I)/2009 dated September 7, 2009
[3]
Inserted by S.R.O. 780(I)/2009 dated September 7, 2009
[4] Inserted by S.R.O.
780(I)/2009 dated September 7, 2009
[5] Omitted the words “and a
certificate that no tax demand is outstanding against any company within the
Group” by S.R.O. 780(I)/2009 dated September 7, 2009 6 Omitted the
words “and a certificate that no tax demand is outstanding against any company
within the Group” by S.R.O. 780(I)/2009 dated September 7, 2009
[6] Substituted for the words
“has been continued” by S.R.O. 780(I)/2009 dated September 7, 2009 8
Omitted the words “for a period of at least five years” by S.R.O. 780(I)/2009
dated September 7, 2009 9 The following sub-clause (e) omitted by
S.R.O. 780(I)/2009 dated September 7, 2009:
“a
certificate that no company within the Group is engaged in the business of
trading;”
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