Incorporation of NTN provision: SECP proposes amendments to Third Schedule of Companies Ordinance

The Securities and Exchange Commission of Pakistan (SECP) has proposed some amendments to the Third Schedule of the Companies Ordinance, 1984 to incorporate provision of the National Tax Number (NTN) in the returns containing particulars of the companies. Sources told Business Recorder on Monday that every company is required to file with the registrar once a year, a return containing the particulars specified in Form A or Form B of the Third Schedule.
The form-A is related to the annual return of company having share capital and form-B pertains to the annual return of company not having share capital. Keeping in view the amendments to the Fifth Schedule to the Ordinance pertaining to the classification of the companies, it was felt necessary to amend the format of Form A and B so as to incorporate fields pertaining to classification of companies. Moreover, suggestion to include a field pertaining to National Tax Number (NTN) was also received from the Federal Board of Revenue. Therefore, an exercise for amending the existing format of Forms-A and B has been carried out with the co-ordination of respective departments of the SECP and a revised version of both forms has been proposed.
Other initiatives of the SECP to promote corporate sector included development of legal framework for the companies. Sources said the Draft Associations Not-for-Profit (Licensing and Corporate Governance) Regulations, 2013, have been published on 9-4-2013 for eliciting public opinion and to have an in-depth interaction with the stakeholders (NGOs, chartered accountants, cost and management accountants and lawyers). For this, roundtable conferences were organised in co-ordination with Institute of Cost and Management Accountant of Pakistan (ICMAP) and Institute of Chartered Accountants of Pakistan (ICAP) in Karachi, Lahore and Islamabad. The conferences were very successful and witnessed active participation/feedback from the stakeholders, which shall help in finalising the proposed regulations and betterment of the NGOs sector in Pakistan.
Sources said that the draft guidelines have been prepared under Rule 5(2) of the Public Sector Companies (Corporate Governance) Rules, 2013, which requires that the Board of a public sector company shall evaluate the candidates to the position of the chief executive based on the fit and proper criteria and the guidelines specified by the SECP. Accordingly, and in line with the requirement of the aforesaid rule, the draft Public Sector Companies (Appointment of Chief Executive) Guidelines, 2013 have been prepared to specify the procedure for appointment of, and the fit and proper criteria for, the position of the chief executive. The guidelines are being reviewed before approval by the Commission.
The SECP has also proposed draft amendments to the Single Member Companies Rules, 2003. The concept of incorporation of a company limited by shares of a single person was introduced in our country by the Single Member Companies Rules, 2003. It was, however, observed that the concept of the single member company could not flourish as per expectations. The cumbersome pre-incorporation procedures, mandatory appointments of nominee and alternative nominee directors, and ambiguous provision regarding legal person intending to be a single member were found to be the main reasons.
Therefore, to facilitate the entrepreneurs to incorporate single member companies without any hassle, certain amendments to the Single Member Companies Rules have been forwarded to the relevant ministry for vetting before their publication in the official gazette to elicit public opinion.