Execution Phase –
Compliance of Various Laws
Audit Program on Laws and Regulations
Execution Phase –
Compliance of Various Laws
Audit Program on Laws and Regulations
Companies Ordinance Compliance Checklist
WP Ref.:
Prepared by:
Date
Reviewed by
Date:
Client:
Period:
Answer YES or NO, where the answer requires any further details, please give that separately,
(where not applicable mark N/A).
I.
Secretarial Formalities
A.
Are the following statutory books maintained by the company,
whereby applicable, under the Companies Ordinance, 1984 and are
these kept at the registered office of the company.
(a)
Register of transfer of shares (Section 76)
(b)
Register of mortgages (Section 135)
(c)
Register of members and Index of members. Index required if
more than fifty members (Section 147)
(d)
Register of debentures and Index of debentures. Index required
if more than fifty members (Section 149)
(e)
Minute books for proceedings of general meetings and
meetings of Directors / Committee of Directors A copy of the
minutes of meeting of the board of directors shall be
furnished to every director within fourteen days of the
date of meeting. (Section 173)
(f)
Register of Directors, Officers including Chief Executive,
Managing Agent, Secretary, Chief Accountant, Auditors and
Legal Adviser containing with respect to each of them such
particulars as maybe prescribed.(Section 205)
Answer
Execution Phase –
Compliance of Various Laws
Audit Program on Laws and Regulations
Answer
B.
(g)
Register for shares and securities not held in the name of
company (Section 209)
(h)
Register containing particulars of contracts / arrangements or
appointments i.e. contracts in which directors and officers
interested, contracts for appointment of chief executive, whole
time directors, secretary, etc. (Section 219)
(i)
Register in respect of director, chief executive, chief
accountant, secretary, managing agent or auditor of company
and every other person holding not less than 10 percent
beneficial interest in shares and debentures of company, etc.
(Applicable to listed companies), (Section 220)
(j)
Register of Pakistani members, debenture holders, directors,
officers, etc. (Applicable to foreign companies and register to
be kept at principal place or business), (Section 454)
Have the following forms, etc., wherever applicable, been filed with
the Registrar or other relevant authorities under the Companies
Ordinance, 1984.
(a)
Return of allotments (Section 73)
(b)
Notice of increase in share capital beyond the registered
capital (Section 92 & Section 94)
(c)
Particulars of mortgages, charges etc. (Section 121/129 &
Section 463
(d)
Particulars of mortgage or charge subject to which property
has been acquired (Section 122 and Section 463)
(e)
Registration of entire series of participation term certificates /
term finance certificates / debentures (Section 123/124 &
Section)
Execution Phase –
Compliance of Various Laws
Audit Program on Laws and Regulations
Answer
(f)
Particulars of an issue of participation term certificates / term
finance certificates / debentures in a series when more than
one in the series is made. (Proviso to Section 123 / 463)
(g)
Particular of modification of mortgage, charge, etc. (Section
129 & Section 463)
(h)
Memorandum of complete satisfaction of mortgage (Section
132 & Section 463)
(i)
Notice of situation of registered office or of any change therein
(Section 142)
(j)
Declaration of compliance with conditions of Section 146 of
the Ordinance before commencing business in case of a
company issuing prospectus (Section 146)
(k)
Declaration before commencing business in case of a company
filing statement in lieu of prospectus (Section 146)
(l)
Notice of modification of register of members (Section 154)
(m)
Annual return of company having share capital (Section 156)
(n)
Statutory report (Section 157)
(o)
Special resolution (Section 172)
(p)
Consent to act as Director / Chief Executive to be filed within
14 days (Section 184)
(q)
Particulars of directors and officers including the chief
executive, managing agent, secretary, chief accountant,
auditors and legal adviser or of any change therein and such
particulars as may be prescribed (Section 205)
(r)
Resolution passed by members pursuant to Section 208 of the
Ordinance (relating to investments in associated companies
and undertakings) (Section 208)
Execution Phase –
Compliance of Various Laws
Audit Program on Laws and Regulations
Answer
(s)
Return containing particulars of beneficial ownership of listed
securities (Section 222)
(t)
Return of change of beneficial ownership of listed securities
and making of gains (Section 222 & Section 224)
(u)
Notice of address at which books of accounts are maintained
(Section 230 & Section 464)
(v)
Application for extension in period for payment of dividend
(Section 251)
Following applicable only in case of foreign companies
(w)
Documents (Charter / Statute / Memorandum and Articles,
etc.) delivered for registration by a foreign company (Section
451)
(x)
Return showing address of registered office or principal office
of a foreign company or any change therein (Section 451 &
Section 452)
(y)
Return showing particulars of directors, chief executive and
secretary (if any) of a foreign company or of any alteration
therein (Section 451 & Section 452)
(z)
Return showing particulars of principal officer of a foreign
company in Pakistan or of any change therein (Section 451 &
section 452)
(aa) Return showing particulars of persons resident in Pakistan
authorised to accept service on behalf of a foreign company or
of any alteration therein (Section 451 & Section 452)
(bb) Return showing address of the principal place of business in
Pakistan of a foreign company or any change therein (Section
451 & Section 452)
Execution Phase –
Compliance of Various Laws
Audit Program on Laws and Regulations
Answer
(cc) Return of alternation in charter, etc. of a foreign company
(Section 452)
(dd) Notice by a foreign company on ceasing to have any place of
business in Pakistan (Section 458)
II.
Disclosure and Other Requirements Under The
Companies Ordinance, 1984
A.
The financial statements of listed companies have to comply with the
requirements of the Fourth Schedule to the Companies Ordinance,
1984, (Section 234).
B.
The financial statements of non-listed companies have to comply
with the requirements of the Fifth Schedule to the Companies
Ordinance, 1984 (Section 234).
C.
The following provisions of the Companies Ordinance, 1984 could
have a bearing on the financial statements and should be considered
during the audit to ensure that the provisions have been complied
with, wherever applicable.
(a)
Prohibition of purchase or grant of financial assistance by a
company for purchase of its own shares or the shares of its
holding company except under the conditions provided under
section 95A (Section 95)
(b)
Restriction on directors’ remuneration for attending meetings
and for extra services which may be determined in accordance
with provisions of Articles i.e. by directors or company in
general meeting (Section 191)
Execution Phase –
Compliance of Various Laws
Audit Program on Laws and Regulations
Answer
(c)
Loans to directors
(Section not to apply to private company unless subsidiary of
public company, banking company, loan or guarantee and
security for loan by holding company for its subsidiary)
(Section 195)
(d)
Certain matters specified in Section have to be approved by
means of resolution passed at the meeting of the Board of
Directors (Section 196)
(e)
Terms of appointment of Chief executive to be determined in
accordance with provision in Company’s Articles i.e. either by
directors or company in general meeting (Section 200)
(f)
Investments in associated companies and undertakings.
(Section not to apply to banking company, financial institution
approved by Federal government and private company which
is not a subsidiary of public company, accompany whose
principal business is the acquisition of shares, stocks,
debentures and other securities (Section 208)
(g)
Investments of company to be held in its own name (Section
209)
(h)
Disclosure of interest by director in contract / arrangement
entered by or on behalf of the company (Section 214)
(i)
Disclosure of interest by officers in contract / arrangement
other than in Section 214 of Ordinance (Section 215)
(j)
Securities and deposits, etc. to be kept in special account with
scheduled bank etc. (Section 226)
(k)
Provisions obtaining to employees’ provident funds and
securities including requirement of keeping amounts in special
accounts and payment of contributions within specified time
(Section 227)
Execution Phase –
Compliance of Various Laws
Audit Program on Laws and Regulations
Answer
D.
(l)
Proper books of accounts to be kept by company (Section 230)
(m)
Financial statements of listed companies to comply with
requirements of Fourth Schedule and the International
Accounting Standards (IAS’s) as specified by SECP in the
Gazette. (Section 234)
(n)
Assets may be revalued, however incremental depreciation is
to be charged to surplus on revaluation (Section 235)
(o)
Directors’ report and its contents prescribed including separate
requirements for public company or a private company which
is a subsidiary of a public company. In case of holding
company the directors are required to prepare and attach
consolidated financial statements, group affairs and all the
applicable sub sections of this section (Section 236)
(p)
Balance sheet of holding company to include certain
particulars as to its subsidiaries and to comply with all
requirements of this section (Section 237)
(q)
Restriction on declaration of dividends. Dividends to be paid
only out of profits; dividends not to be paid except to
registered shareholders or to their order or to their bankers and
dividend to be paid within prescribed period (Section 248 &
Section 251)
Compliance with International Accounting Standards (Refer separate
check list)