Voluntary winding up: SECP explains investment of retained funds by liquidator
The Securities and Exchange Commission of Pakistan (SECP) has conveyed to the corporate sector that any amount retained by the liquidator for meeting any claim against company, which may be sub judice or under adjudication or assessment, shall be invested by the official liquidator in Special Saving Certificates or National Savings Schemes in the name of the company in liquidation.
According to the draft Companies (General Provisions and Forms) Regulations, 2018 through an SRO 758 (I)/2018 issued by the SECP, the commission has explained investment of retained funds by liquidator in voluntary winding up. Subject to the requirements of section 372 of the Companies Act, any amounts retained by the liquidator for meeting any claim against the company which may be sub judice or subject matter of adjudication or assessment, shall be invested by the official liquidator in Special Saving Certificates or shall be deposited or invested in the National Savings Schemes in the name of the company in liquidation.
Subject to the provisions of section 117 of the Act, the remuneration of receiver or manager shall be as fixed by the court while passing the order for appointment of receiver or manager.
The SECP said that the company may file an application to the registrar as per Form 38 for obtaining status of an inactive company. An inactive company shall comply with the requirements to retain its inactive status in the register. The company shall have minimum number of one director in case of a single member company, two directors in case of a private limited company and three directors in case of public limited company; shall file Annual return on Form D along with payment of annual fee as per Seventh Schedule to the Act; and pay such annual fee as prescribed in the Seventh Schedule.
Any company which was earlier granted status of inactive company and now desirous of starting operations shall apply as per Form 39 to the registrar to become active company.
Every company shall keep a register of its directors and officers, including the chief executive, company secretary, chief financial officer, auditors and legal adviser, containing their particulars under Companies (General Provisions and Forms) Regulations, 2018 through an SRO 758 (I)/2018.
According to the regulations, the company shall file a return with the registrar as per Form 29 in pursuance of sub-section (3) of section 197 of the Companies Act. Provided that in case of resignation of a director or chief executive officer, the Form 29 shall be supported by the resignation letter duly signed by the resigning director, which shall be verified through an affidavit on stamp paper duly signed by the person who has signed the Form 29 and attested by an oath commissioner and witnessed;
Particulars of contracts or arrangements in which directors are interested: Subject to the provisions of section 209 of the Act, the company shall keep one or more separate registers containing following particulars of all contracts or arrangements including particulars relating to the concern or interest of any director in any association having contract or arrangement with the company and other information relating to such director, namely: Date of the contract or arrangement; names of the parties thereto;
(iii) the principal terms and conditions thereof;
(iv) amount of contract or arrangement;
(v) the name of the director interested in the contract or arrangement
(vi) name of the association and the extent or nature of interest of director therein and also his relationship with association; and
(vii) date on which interest or concern arises or changes.

















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