A
BILL
to make provision for the
establishment and operation of book-entry systems for
the transfer of securities by central depository companies ;
WHEREAS it is expedient to make provision for the
establishment and operation of book-entry systems for the
transfer of securities by central depository companies ;
It is hereby enacted as follows : —
1.Short title, extent and commencement.— (1) This Act
may be called the Central Depositories Act, 1997.
(2) It extends to the whole of Pakistan.
(3) It shall come into force at once.
2. Definitions.— In this Act, unless there is anything
repugnant in the subject or context,—
(1) "access”, in relation to the central depository
system maintained by a central depository, means
the placing of information on that system or the
retrieval of information therefrom ;
(2) "account" means an account maintained by a
central depository in the name of an account
holder so as to record the title of the account
holder to any book-entry securities entered in
such account ;
(3) "account-holder" means a person who opens and
maintains an account with a central depository and
operates such account;
(4) "Authority" means the Corporate Law Authority
constituted under section 11 of the Companies
Ordinance, 1984 (XLVII of 1984) ;
(5) "book-entry security", in relation to a central
depository, means a security which is
transferable by book-entry in the central
depository register pursuant to a declaration
made by the central depository under sub-section
(6) of section 4 and which is — (a) in the case of a security transferable by
registration, registered in the name of the
central depository or issued to the central
depository pursuant to section 14 ; or
(b) in the case of a security transferable by
delivery or endorsement, deposited with or
transferred by endorsement to the central
depository ;
(6) "central depository" means a central depository
as defined in clause (cc) of section 2 of the
Securities and Exchange Ordinance, 1969 (XVII of
1969), and registered with the Authority under
section 32A of that Ordinance ;
(7) "central depository register" means a
computerised electronic register maintained by a
central depository in respect of book-entry
securities ;
(8) "central depository system" means central
depository system established under section 4 ;
(9) "debenture" means a debenture as defined in
clause (12) of sub-section (1) of section 2 of
the Companies Ordinance, 1984 (XLVII of 1984),
and includes a debenture issued by an issuer
other than a company ;
(10) "document evidencing title" includes, —
(a) in the case of any security which is not a
Government security, the share certificate,
debenture certificate, modaraba certificate
or any other certificate representing the
security ; and
(b) in the case of any security which is a
Government security, such document or other
evidence of title thereto as a central
depository may require ;
(11) "eligible pledgee" means any person who, in
accordance with the regulations, is recognised by
a central depository as eligible for the purpose
of receiving any pledge of book-entry securities
;
(12) "handling", with its grammatical variations and
cognate expressions, in relation to a book-entry
security, means the transfer of a book-entry
security by electronic or similar means, the
pledging of a book-entry security in accordance
with section 12 or the withdrawal from the
central depository system of the security
represented by the book-entry security ; (13) "information" includes data recorded in a form
which can be processed by equipment operating
automatically in response to instructions given
for a particular purpose ;
(14) "issuer" means any person, the Federal Government
or a Provincial Government who or which has
issued or proposes to issue any security ;
(15) "jumbo certificates" mean one or more
consolidated certificates of the securities of
one kind or class
issued by an issuer which are registered in the
name of a central depository ;
(16) "member" means a member as defined in clause (21)
of sub-section (1) of section 2 of the Companies
Ordinance, 1984(XLVII of 1984), and includes the
registered owner of any equity security of an
issuer which is established under any other law ;
(17) "participant" means —
(a) an account-holder who is a member of a stock
exchange ; and
(b) any other account-holder who meets the
qualifications of a participant prescribed in
the regulations :
Provided that such account holders —
(i) perform services for sub-account holders in
accordance with the terms of an agreement
entered into between the central depository
and each of the participants ;
(ii) transfer any securities to the central
depository to the credit of any sub-accounts
under their respective accounts ; and
(iii)handle, on behalf of sub-account holders, the
book-entry securities in the sub-accounts
under their respective accounts ;
(18) “prescribed” means prescribed by regulations made
under this Act;
(19) "record" includes, in addition to a record in
writing,—
(a) any photograph ;
(b) any disc, tape, sound-track or other device in
which sounds or other data (not being visual
images) are embodied so as to be capable (with
or without the aid of some other instrument or
machine) of being reproduced therefrom in audible or readable form ; and
(c) any film, tape or other device in which visual
images are embodied so as to be capable (with
or without the aid of some other instrument)
of being reproduced therefrom in visual form ;
and (d) any reference to a copy of a record includes —
(i) in the case of a record falling within
paragraph (b) but not paragraph (c) of this
clause, a transcript of the sounds or other
data embodied therein ;
(ii) in the case of a record falling within
paragraph (c) but not paragraph (b) of this
clause, a still reproduction of the images
embodied therein, whether enlarged or not ;
and
(iii)in the case of a record falling within both
paragraph (b) and paragraph (c) of this
clause, the transcript of the sounds or other
data embodied therein together with the still
reproduction of the images embodied therein ;
(20) "register of members" means the register of
members referred to in section 147 of the
Companies Ordinance, 1984 (XLVII of 1984), and
includes the register of owners of any equity
securities of an issuer established under any
other law ;
(21) "register of debenture-holders" means the register
of debenture holders referred to in section 149 of
the Companies Ordinance, 1984 (XLVII of 1984), and
includes the register of holders of any non-equity
securities of an issuer other than a company ;
(22) "Registrar" means the Registrar as defined in
clause (31) of sub-section (1) of section 2 of the
Companies Ordinance, 1984 (XLVII of 1984) ;
(23) "regulations" means the regulations made pursuant
to section 35 ;
(24) "security" means —
(a) a security as defined in sub-clause (i) of
clause (l) of section 2 of the Securities and
Exchange Ordinance, 1969 (XVII of 1969) ;
(b) any Government security ;
(c) any derivative relating to a security or a
Government security ; or
(d) any other instrument specified by the Federal
Government, by a notification in the official
gazette, to be a security for the purposes of
this Act ;
(25) "State Bank" means the State Bank of Pakistan
established under the State Bank of Pakistan Act,
1956 (XXXIII of 1956) ; (26) "stock exchange" means a stock exchange registered
under the Securities and Exchange Ordinance, 1969
(XVII of 1969) ;
(27) "sub-account" means a sub-account maintained, as
part of the account of a participant, in
accordance with the regulations by a central
depository in the name of a sub-account holder so
as to record the title of the sub-account holder
to any book-entry securities entered in such subaccount
; and
(28) "sub-account holder" means a person in whose name
a sub-account is opened and maintained by a
participant with a central depository and is
operated by that participant.
3.Overriding effect.— The provisions of this Act shall
have effect notwithstanding anything contained in the
Companies Ordinance, 1984 (XLVII of 1984), or in any other
law or in any charter, statute or memorandum or articles of
association or in any applicable document or resolution.
4.Central depository system.— (1) A central depository
shall establish a central depository system whereby, in
accordance with the regulations,—
(a) (i) accounts may be opened and maintained with
the central depository by the account-holders
so as to record the title of the accountholders
to book-entry securities entered in
such accounts ; or
(ii) where the account holders are participants,
sub-accounts may be opened and maintained, as
part of the accounts of the participants,
with the central depository by the
participants on behalf of the sub-account
holders so as to record the title of the subaccount
holders to book-entry securities
entered in such sub-accounts ;
(b) transfers of such book-entry securities shall be
effected electronically or by any similar means ;
and
(c) pledging of such book-entry securities may be
effected in accordance with section 12.
(2) Where any securities are issued to or registered in
the name of a central depository or transferred by
endorsement to or deposited with a central depository, such
securities shall, in accordance with the regulations, be
entered in the relevant accounts or sub-accounts, as the
case may be, as book-entry securities.
(3) Notwithstanding anything contained in sub-section
(1), a participant may, with the written authorisation of his clients, enter book-entry securities beneficially owned
by the clients in his own account without establishing subaccounts
in the names of such clients in the central
depository system :
Provided that the central depository may at its
discretion, enquire whether such authorisation has been
obtained by the participant.
(4) Subject to the provisions of this Act, a central
depository system shall be operated by a central depository
for holding book-entry securities as a nominee for account
holders and for facilitating the transfer of such book-entry
securities.
Provided that nothing contained herein shall be
construed as preventing a central depository from holding
book-entry securities, as a beneficial owner of such
securities, in its own account opened and maintained on its
own central depository system.
(5) The title to any book-entry securities entered in
an account shall vest in the account holder and the title to
any book-entry securities entered in a sub-account shall
vest in the sub-account holder.
(6) The central depository system of a central
depository shall handle such securities as book-entry
securities as are declared as such by the central
depository.
(7) Different types of accounts and sub-accounts for
different classes of persons may be opened with a central
depository in accordance with the regulations.
5. Central depository not to be a member of an issuer
etc.— (1) Where a central depository is named in the
register of members of an issuer,—
(a) the central depository shall be deemed not to be a
member of the issuer ; and
(b) the persons named as the account-holders or, as
the case may be, the sub-account holders shall,
for such period as the book-entry securities
representing securities carrying voting rights in
the issuer are entered against their names in the
central depository register, be deemed to be
members of the issuer in respect of such
securities and shall, except as is otherwise
provided in this Act, be entitled to all the
rights, powers and privileges and be subject to
all the liabilities, duties and obligations of a
member as are or may be conferred by the Companies
Ordinance, 1984 (XLVII of 1984), or by any other
law for the time being in force or by the charter, statute or memorandum or the articles of
association of the issuer.
(2) Where a central depository is a debenture-holder of
an issuer or is the owner of securities of an issuer
(whether equity securities or debt securities) which do not
carry voting rights in the issuer,—
(a) the central depository shall be deemed not to be
the owner of such securities ; and (b) the persons named as the account holders or, as
the case may be, the sub-account holders shall,
for such period as the book-entry securities
representing such securities are entered against
their names in the central depository register, be
deemed to be the owners of such securities and
shall, except as is otherwise provided in this
Act, be entitled to all the rights, powers and
privileges and be subject to all the liabilities,
duties and obligations of the owners of such
securities as are or may be conferred by the
Companies Ordinance, 1984 (XLVII of 1984), or by
any other law for the time being in force or in
terms of any documents creating such securities.
(3) Nothing in this Act shall be construed as
affecting,—
(a) the obligation of an issuer to keep a register of
its members or debenture holders or allow
inspections of such register under the provisions
of the Companies Ordinance, 1984 (XLVII of 1984),
or under any other law for the time being in
force :
Provided that the issuer shall not be obliged to enter
in any registers maintained by it the names and
particulars of persons who are members of the issuer
under clause (b) of sub-section (1) or owners of the
securities of the issuer under clause (b) of sub-section
(2) ;
(b) (i) the right of an account holder to request
withdrawal of his securities from the central
depository system at any time and, where
applicable, to have them registered in his
name, or where the account-holder is a
participant, in any other name ; or
(ii) the right of a participant to request a
withdrawal of his sub-account holders'
securities from the central depository system
at any time and, where applicable, to have
them registered in the name of his sub-account
holder ; or
(c) the right of a central depository to hold bookentry
securities beneficially in its own behalf.
(4) Notwithstanding any-thing contained in this Act, an
account-holder or a sub-account holder, who is named in the
central depository register, at the close of business hours
of the central depository on the day before the first day of
the period of closure of register of members of an issuer,
as the holder of book-entry securities representing
securities carrying voting rights in the issuer, shall be regarded as a member of the issuer for the purpose of
attending and exercising all rights at a general meeting of
the members of the issuer in respect of which the register
of members has been closed.
(5) Notwithstanding any-thing contained in this Act, an
account-holder or a sub-account holder, who is named in the
central depository register, as at the close of business
hours of the central depository on the day before the first
day of the period of closure of register of non-equity
securities of an issuer, as the owner of book-entry
securities representing such securities of the issuer, shall
be regarded as an owner of such securities for the purpose
of attending and exercising all rights at a general meeting
of the owners of such securities of the issuer in respect of
which the register of such securities has been closed.
6. Transfers under book-entry system.— (1) Subject to
the provisions of this Act, a transfer of book-entry
securities from accounts or sub-accounts to other accounts
or sub-accounts shall be made in such manner as may be
prescribed and shall be effected by making of an appropriate
entry in the central depository register in accordance with
such regulations.
(2) A transfer of book-entry securities in the manner
set out in sub-section (1) shall be a valid and effective
transfer of title to the securities represented by the bookentry
securities.
7. Effect of book-entry transfer on transferee.— If a
transfer of book-entry securities takes place at a
particular time in accordance with the provisions of section
6 —
(a) the transferee shall be deemed to have agreed to
have accepted the transfer of such book-entry
securities subject to the terms and conditions on
which the transferor held them immediately before
the time of such transfer, and
(b) the transferee shall be deemed to have, where
applicable, agreed to become a member of the
issuer and to be bound by the issuer's charter,
statute or memorandum and articles of association,
as the case may be.
8. Central depository discharged from liability if
acting on instructions.— (1) A central depository, if acting
in good faith and without negligence, shall not be liable to
for any loss, damages, compensation, costs and expenses in
tort or under any law or contract for any breach of trust or
duty where the central depository has, in the accounts or sub-accounts maintained by it, made or allowed to be made
entries or handled or allowed handling of any book-entry
securities, according to the instructions of an accountholder
or a participant, notwithstanding that the account
holder or the participant, as the case may be, had no right
to dispose of or take any other action in respect of such
book-entry securities. (2) A central depository, if acting in good faith and
without negligence, shall be fully discharged of its
obligations to an account-holder and participant, upon the
transfer or delivery of book-entry securities under the
instructions of the account holder or participant, as the
case may be.
(3) A central depository shall not be required to
enquire whether or not —
(a) an account-holder or a participant, has a
right to handle any book-entry securities
entered in his account or in any sub-account
under his account, as the case may be, or to
take any action in that regard ; or
(b) the document evidencing title in respect of a
security deposited with an issuer for the
purpose of registration of the transfer of the
security in the name of the central depository
is genuine.
(4) Except as provided in this Act, a central
depository shall not owe any fiduciary or any other
obligations whatsoever, including, without limitation to
the generality of the foregoing, any obligations in law,
contract, tort, warranty or strict liability, to the subaccount
holders in whose names sub-accounts are maintained
in the central depository system.
(5) Without prejudice to the provisions of any
other law for the time being in force, if any loss
is caused to an account holder or a sub-account
holder due to any negligent or wrongful act or
omission of a central depository or any of its employees,
the central depository shall compensate such account holder
or sub-account holder for such loss.
9. Central depository to supply information.— (1) Every
issuer which is a company or other body corporate and whose
securities are entered in the central depository system of a
central depository shall request the central depository, at
such times as may be prescribed in the regulations, for a
list of the names and other relevant details of the accountholders
and sub-account holders, holding the book-entry
securities of such issuer together with details of the bookentry
securities of such issuer entered in the accounts of
such account holders or sub-account holders, as the case may
be —
(a) for sending notices to any account-holders and
sub-account holders of general meetings of the
holders of any securities of the issuer ; (b) for sending any other notices or documents to
any account holders and sub-account holders
which are required to be sent by the issuer to
holders of any securities of the issuer ;
(c) for the purpose of allowing any accountholders
and sub-account holders to attend
general meetings of any holders of securities
of the issuer or to appoint proxies for this
purpose ;
(d) for despatching dividend or other warrants to
any account-holders and sub-account holders ;
(e) for despatching to any account-holders and
sub-account holders any other payments or
benefits paid by the issuer ; or
(f) for despatching to any account holders and
sub-account holders formal offers for
subscription of securities of the issuer.
(2) A participant may, in respect of such book-entry
securities as are beneficially owned by his clients and
entered in his account, supply to the central depository the
names and other details of such clients together with
instructions that such names and other details be forwarded
to the issuer upon a request for information made by the
issuer under sub-section (1) :
Provided that the persons whose names are supplied by a
participant under this sub-section shall be deemed to be
sub-account holders holding the book-entry securities to
which they are stated by the participant to be entitled and
shall be entitled to the rights of sub-account holders set
out in section 5.
(3) Subject to sub-section (2), the central depository
shall supply to an issuer the information requested by the
issuer under sub-section (1) in such manner and within such
time as may be prescribed in the regulations :
Provided that in cases where the information requested
by the issuer under sub-section (1) is for the determination
of entitlement of any account-holders and subaccountholders,
in relation to the book-entry securities of
the issuer held by them, to attend any meetings of the
issuer or to receive payments of any dividends or other
amounts payable by the issuer or to receive any offers for
subscription of any shares in the issuer or for any other
purpose as required by any law or the issuer's charter,
statute or memorandum or articles of association, the
central depository shall supply such information to the
issuer as is correct as at the close of business hours of
the central depository on the day before the first day of
the period of closure of register of members, debenture
holders or any other securities of the issuer. (4) Subject to sub-sections (5) and (6), an issuer to
whom sub-section (1) applies shall rely upon the information
supplied by the central depository under sub-section (3). (5) An issuer who is liable to pay any dividend or
other amount or issue any offer for subscription of any
securities to any account-holders or sub-account holders
shall pay such dividend or other amount or issue such offer
for subscription of securities in accordance with such
information as a central depository may give in accordance
with the regulations and such payment or issue shall
discharge the issuer from any liability in respect of that
payment or issue to the relevant account holders or subaccount
holders.
(6) All notices and other documents which an issuer is
obliged or required to send to its members or holders of any
of its securities, shall in cases where an account-holder or
a sub-account holder is deemed to be a member or holder of
any securities of the issuer, be sent directly to the
account-holder or the sub-account holder, as the case may
be, on the basis of information provided by the central
depository under sub-section (3) and in such manner as
notices and documents are required to be sent by the
Companies Ordinance, 1984 (XLVII of 1984), or any other
applicable law or articles of association.
10. Bonus issue by an issuer.— (1) Where an issuer
whose securities are entered in the central depository
system makes a bonus issue, the securities to be issued on
the number of securities of that issuer registered in the
name of the central depository shall be allotted to the
central depository.
(2) The central depository shall, upon allotment of
securities under sub-section (1), determine the entitlements
of the relevant account-holders and sub-account holders to
such securities in proportion to the other securities of the
same issuer standing in their accounts and sub-accounts,
as of the close of business hours of the central depository
on the day before the first day of the period of closure of
register of members, debenture holders or any other
securities of the said issuer and enter the book-entry
securities in the relevant accounts and sub-accounts in
accordance with the determined entitlements :
Provided that fractional entitlements to book-entry
securities relating to the bonus securities shall not be
credited by the central depository to the relevant accounts
and sub-accounts but the book-entry securities representing
such fractional entitlements shall be consolidated and dealt
with in accordance with the regulations.
11. Bar on rectification of central depository
register.— Notwithstanding anything contained in section 152
of the Companies Ordinance, 1984 (XLVII of 1984), if — (a) an account-holder or a sub-account holder did not
consent to a transfer of any book-entry securities
from, or to, his account or sub-account, as the
case may be, or
(b) the name of any account-holder or sub-account
holder is fraudulently or without sufficient cause
entered in, or omitted from, the central
depository register,
the aggrieved party may apply to the court for relief and
the court may award damages to the aggrieved party but shall
not order rectification of the central depository register.
EXPLANATION : The expression "court" for the purposes
of this section shall mean the High Court having
jurisdiction over the defendant.
12. Pledge of book-entry securities.— (1) Book-entry
securities shall be pledged only in favour of an eligible
pledgee to secure the payment of a debt or liability or
performance of any obligation by any account holder directly
or by any sub-account holder through instructions given to a
participant when the book-entry securities are blocked in
the manner set out in sub-section (2).
(2) The book-entry securities to be pledged shall be
blocked when an account holder or a participant gives
instructions to the central depository system in a manner
that the pledgor or the relevant participant when the
pledgor is a sub-account holder ceases to handle the pledged
book-entry securities and notice of the blocking is
available through the central depository system to the
eligible pledgee.
(3) A pledgee of the pledged book-entry securities
shall, in addition to the powers available to him under the
Contract Act, 1872 (Act IX of 1872), have the following
powers : —
(a) a power, upon the default of the pledgor, to
transfer the pledged book-entry securities or
any part thereof ; and
(b) any other power which may be granted to him in
writing by the pledgor in relation to the
pledged book-entry securities provided that
the central depository shall not be concerned
with or affected by the exercise of any such
power.
(4) The central depository system shall only allow the
pledgee to remove the block from the pledged book-entry
securities in such manner that they are available to the
pledgor for the purpose of handling them. (5) The central depository system shall not allow the
pledgor to handle the pledged book-entry securities save
upon the removal by the pledgee of the block from such
pledged book-entry securities.
(6) A participant shall not create a pledge over any
book-entry securities entered in any sub-accounts maintained
under his account with the central depository without the
authorisation of the sub-account holder concerned.
(7) No pledge of any book-entry securities may be made
except as provided in this section.
(8) Except as otherwise provided in this section, the
provisions of the Contract Act, 1872 (Act IX of 1872) ,
shall be applicable to pledging of book-entry securities.
EXPLANATION : For the purpose this section, the
account-holder or sub-account holder, as the case may be,
pledging any book-entry securities shall be called the
"pledgor", the eligible pledgee in whose favour a pledge of
book-entry securities is made be called the "pledgee" and
the book-entry securities when blocked are be called the
"pledged book-entry securities".
13. Consolidation or sub-division of securities by an
issuer.— When an issuer announces a consolidation or subdivision
of his securities, the book-entry securities of
such issuer as are entered in the accounts and sub-accounts
maintained in the central depository register shall in like
manner and in accordance with the regulations shall be
consolidated or sub-divided, as the case may be, in the
central depository register.
14. Regulations for issue or offer for sale of
securities.— (1) A central depository may make regulations
which permit any issuer to enter into an arrangement with
the central depository whereunder the issuer may register in
the name of the central depository all the securities of one
class after making allocation of such securities to the
subscribers of the securities.
(2) Where any issuer enters into an arrangement
referred to in sub-section (1) with a central depository and
registers the securities in the name of the central
depository, the central depository shall ensure that every
subscriber of the securities or any account holder
designated by such subscriber is credited with book-entry
securities representing his entitlement to such securities.
(3) A central depository may make regulations
which permit any person intending to make an offer
for sale of securities to the public to enter into an arrangement with the central depository whereunder
the securities which are to be offered for sale by
that person may be transferred in the name of the central
depository after the acceptance of offer from persons who
apply to purchase such securities.
(4) Where any person intending to make an offer for
sale of securities to the public enters into any arrangement
referred to in sub-section (3) with a central depository and
transfers the securities in its name, the central depository
shall ensure that every purchaser of the securities or any
account holder designated by such purchaser is credited with
book-entry securities representing his entitlement to such
securities.
15. Conversion of non-equity securities into equity
securities.— Where any debentures, bonds or any other nonequity
securities, whether partly or wholly convertible into
equity securities or with warrants to subscribe to equity
securities of an issuer, are converted into equity
securities, a central depository shall take appropriate
action, in accordance with the regulations, in respect of
the book-entry securities representing such debentures,
bonds or other non-equity securities to give effect to such
conversion.
16. Issuance of Jumbo Certificates.— Every issuer of
the securities registered in the name of a central
depository shall, if so requested by the central depository
in writing, issue to it jumbo certificates, of such
denominations as may be requested by the central depository,
upon the occurrence of any increase or decrease in the
number of the securities of such issuer held by the central
depository.
17. Inspection of the central depository register.— (1)
The central depository register shall, to the extent that it
records the holdings of book-entry securities representing
securities of an issuer, be open to inspection at the
registered or head office of the issuer in the same manner
and to the extent provided in any law for the time being in
force pursuant to or by which such issuer was established or
is governed.
EXPLANATION : For the purposes of this sub-section, the
expression "law" shall include any rules or regulations
governing such issuer.
(2) The information made available upon any request for
inspection under sub-section (1) shall be correct as of the
close of business hours of the central depository on its
first working day in the month preceding the month in which the request for inspection is made :
Provided that where any closure of the register of
members or debenture holders or of the holders of any other
equity or non-equity securities, of the issuer has occurred
subsequent to the first working day of the central
depository in the month preceding the month in which the
request for inspection is made, the information made
available upon any request for inspection shall be correct
as of the close of business hours of the central depository
on the day before the first day of the latest period of
closure of register of members or debenture holders or of
the holders of any other equity or non-equity securities, as
the case may be, of the issuer :
Provided further that where notice of a general meeting
of the members or debenture holders or of the holders of any
other equity or non-equity securities of the issuer has been
issued, the information made available upon any request for
inspection under sub-section (1) shall be correct as of the
close of business hours of the central depository on the
third day before the date of receiving the request for
inspection.
18. Record of an entry prima facie evidence.— A record
of an entry in an account or a sub-account shall be prima facie evidence of the truth of the matters so recorded.
19. Borrowing or lending of securities.— Book-entry
securities may, in accordance with the regulations, be
borrowed or lent in the interest of the smooth and orderly
functioning of stock exchanges.
20. Duty to maintain secrecy.— (1) Except as provided
in this Act or in any other law for the time being in force,
no director or officer of a central depository or a
participant, whether during his tenure of office or during
his employment or thereafter, and no other person who has by
any means knowledge of any information or document
whatsoever relating to the affairs of any of the account
holders, and in particular, relating to their accounts or
sub-accounts, shall give, divulge, reveal or otherwise
disclose such information or document to any other person.
(2) A person who has any information or document which
to his knowledge has been disclosed in contravention of subsection
(1) shall not in any manner howsoever disclose it to
any other person.
21. Permitted disclosures.— Subject to the provisions of this Act, the provisions of section 20 shall not entitle
any person to refuse to disclose any information or
documents—
(a) which an account-holder or a sub-account holder
has authorised in writing to disclose ;
(b) in a case where an account-holder or a sub-account
holder is declared a bankrupt, or, if the accountholder
or sub-account holder, as the case may be,
is a company or body corporate and is being or,
has been, wound up within or outside Pakistan ;
(c) in the case of any litigation or other legal
proceedings ;
(d) to any person duly authorised by a competent
court, the Authority or the State Bank of Pakistan
to investigate into any offence under any law for
the time being in force ;
(e) for the purpose of enabling or assisting the
Authority to exercise any power conferred on it by
this Act or by any other law for the time being
in force ;
(f) for the purpose of enabling or assisting the State
Bank of Pakistan to exercise any power conferred
on it by any other law for the time being in force
;
(g) for the purpose of enabling or assisting a stock
exchange or clearing house of a stock exchange to
discharge its functions;
(h) for the purpose of enabling or assisting auditors
of a central depository or participant to
discharge their functions ; or
(i) to the Authority if the disclosure is required in
the interest of investors or in the public
interest.
22. Regulation of access to the computer system.— (1) A
central depository may, in accordance with the regulations,
authorise any account holders, the stock exchanges on which
the securities in relation to book-entry securities entered
in the central depository register of the central depository
are listed, clearing houses of such stock exchanges or
issuers to have access to its computer system within such
limits and for such purposes as may be specified in such
regulations.
(2) No person —
(a) who, being a person authorised to have access under sub-section (1), shall gain access, or
attempt to gain access, to a computer system
of a central depository, whether by means of
any device or apparatus forming part of the
computer system or by any other means, beyond
the limits or for purposes other than for
which he is authorised thereunder ;
(b) who, not being a person authorised to have
access under sub-section (1), shall gain
access, or attempt to gain access, to a
computer system of a central depository,
whether by means of any device or apparatus
forming part of the computer system or by any
other means; or
(c) shall unlawfully interfere with, or impede, or
attempt to interfere with or impede, the
operation of a computer system of a central
depository.
23. Central depository to provide assistance to the
Registrar, the Authority, the State Bank of Pakistan and the
stock exchanges.— A central depository shall provide such
assistance to the Authority, the State Bank of Pakistan, the
Registrar, stock exchanges and to any person acting on their
behalf, as they reasonably require for the performance of
their functions and duties under this Act or under any other
law for the time being in force.
24. Handling book-entry securities without authority.—
(1) A participant shall not handle or authorise or permit
any handling of book-entry securities entered in the subaccounts
maintained under his account without authority of
the sub-account holder.
2) A participant shall not, except with the authority
of his clients, handle or authorise or permit any handling
of book-entry securities beneficially owned by such clients
and entered in his account.
25. Nomination and transmission.— The provisions of
sections 79, 80 and 81 of the Companies Ordinance, 1984
(XLVII of 1984), shall, mutatis mutandis, apply to bookentry
securities and all references to member or holder of
debentures in those sections shall be construed as
references to account-holders or sub-account holders, and
all references to a company shall be construed as references
to a central depository in case the book-entry securities
belong to an account-holder and to a participant in case the
book-entry securities belong to a sub-account holder.
26. Settlement of securities transactions using the
central depository system.— (1) Subject to the provisions of
this Act, no transfer of book-entry securities shall be
effected on the central depository system unless at least
one party to the transaction in respect of which the
transfer of book-entry securities is sought to be effected
is a member of a stock exchange.
(2) Notwithstanding the provisions of sub-section (1),
a central depository shall make regulations prescribing
transactions, other than the transactions referred to in
that sub-section, in respect of which transfers of bookentry
securities may be effected on the central depository
system :
Provided that a central depository may, before making
or allowing the entry to be made, require the production of
such documentary evidence as may be prescribed in the
regulations.
27. Power of Registrar and Authority to call for
information or appoint inspectors.— (1) Nothing contained in
this Act shall be construed to impose any limits on the
powers of the Registrar or the Authority under the Companies
Ordinance, 1984 ( XLVII of 1984 ), as regards calling for
any information from and appointing any persons as
inspectors to investigate the affairs of a central
depository or of any participant which is a company or is a
corporation to which the provisions of the Companies
Ordinance, 1984 (XLVII of 1984), apply. (2) Nothing contained in this Act shall be construed to
impose any limits on the powers of any competent authority
under any other law for the time being in force as regards
calling for any information from or carrying out any
investigation into the affairs of a participant which is
established under or is otherwise governed by such law.
(3) The Authority, on being satisfied that the affairs
of a participant, not being a participant referred to in
sub-sections (1) or (2), in relation to his account on a
central depository system are being or have been conducted
with intent to defraud his creditors or any other persons or
for a fraudulent or unlawful purpose, may by order in
writing,—
(a) call upon such participant to furnish in writing
such information relating to book-entry securities
held by him on the central depository register,
whether on his own behalf or on behalf of a client
; or
(b) authorise any one or more competent persons as
inspectors to investigate the affairs of such
participant :
Provided that before making an order for enquiry or
inspection, the Authority shall give the participant an
opportunity to show cause against the action proposed to be
taken.
(4) A person appointed as inspector under sub-section
(3) shall, for the purposes of his investigation, have the
same powers as are vested in a court under the Code of Civil
Procedure, 1908 (Act V of 1908), while trying a suit, in
respect of the following matters, namely:—
(a) enforcing the attendance of persons and examining
them on oath or affirmation ;
(b) compelling the discovery and production of books
and papers and any material objects ; and
(c) issuing commissions for the examination of
witnesses ;
and every proceeding before such person shall be deemed to
be "judicial proceeding" within the meaning of sections 193
and 228 of the Pakistan Penal Code, 1860 (Act XLV of 1860).
(5) Any contravention of or non-compliance with any
orders, directions or requirement of the inspector
exercising powers of a court under sub-section (4) shall, in
all respects, entail the same liabilities, consequences and
penalties as are provided for such contravention, noncompliance
or default under the Code of Civil Procedure,
1908 (Act V of 1908), and the Pakistan Penal Code 1860 (Act
XLV of 1860). (6) Every past and present partner, proprietor or
employee of a participant shall on demand produce before
inspector all information or such records and other
documents in his custody having a bearing on the subjectmatter
of the investigation.
(7) The inspector may, and if so directed by the
Authority shall, make interim reports to the Authority, and
on the conclusion of the investigation, shall make a final
report to the Authority on the basis of which it may take
such action as it deems expedient.
8) If, from any report made under sub-section (7), it
appears to the Authority that any participant or any other
person has been guilty of any offence for which he is
criminally liable, the Authority may prosecute such
participant or other person for the offence.
(9) When an investigation is ordered to be made under
this section, the expenses of the investigation shall, in
the first instance be defrayed by the Authority ; but any
person who is convicted on a prosecution instituted in
pursuance of sub-section (8) may, in the same proceedings,
be ordered to pay the said expenses to such extent as may be
specified by the Authority or as the court may so direct.
(10) The amount of expenses which any person is liable
under this section to reimburse to the Authority shall be
recoverable from that person as arrear of land revenue.
(11) In so far as the expenses to be defrayed by the
Authority under this section are not recovered thereunder,
those shall be borne by the Federal Government.
(12) A copy of any report of any inspector or
inspectors appointed under this section authenticated in
such manner as may be prescribed, shall be admissible in any
legal proceedings as evidence of the opinion of the
inspector or inspectors in relation to any matter contained
in the report.
28. Offences.— (1) Whoever knowingly and willfully
contravenes or attempts to contravene or abets the
contravention of any of the provisions of this Act or the
regulations made thereunder shall be punishable with a fine
which may extend to five hundred thousand rupees and to a
further fine not exceeding ten thousand rupees for every day
if such contravention continues after the imposition of the
fine.
(2) Notwithstanding anything contained in sub-section
(1), whoever knowingly and willfully contravenes or attempts to contravene or abets the contravention of the provisions
of section 24 shall be punishable with a fine which may
extend to one million rupees and to a further fine not
exceeding twenty thousand rupees for every day after the
first contravention during which the contravention continues
or with imprisonment for a term which may extend to five
years, or with both.
(3) Where an offence under this Act has been committed
by a company, every person who at the time the offence was
committed was in charge of, and was responsible to, the
company for the conduct of the business of the company shall
be deemed to be guilty of the offence and shall be liable to
be proceeded against and punished accordingly.
(4) Notwithstanding anything contained in sub-section
(3), where an offence under this Act has been committed by a
company and it is proved that the offence has been committed
with the consent or connivance of, or is attributable to any
neglect on the part of any director, manager, secretary or
other employee of the company, such director, manager,
secretary or other employee shall also be deemed to be
guilty of the offence.
EXPLANATION : For the purposes of this section,—
(a) "company" means any body corporate and
includes a partnership firm or other
association of individuals ; and
(b) "director", in relation to a firm, means a
partner in the firm.
29. Cognizance of offences by courts.— No court or
authority or officer shall take cognizance of any offence
punishable under this Act or any regulations or under any
bye-laws made thereunder, save on a complaint made in
writing by the Authority.
30. Offences to be non-cognizable.— Notwithstanding
anything contained in the Code of Criminal Procedure, 1898
(Act V of 1898), every offence under this Act shall, for the
purposes of the said Code, be deemed to be non-cognizable.
31. Punishment and adjudication of fine or penalty.—
(1) A fine for any offence under or contravention of any
provisions of this Act may be adjudged and imposed by any Member of the Authority.
(2) The fine as aforesaid shall be imposed after giving
the person concerned an opportunity to show cause why he
should not be punished for the alleged offence or
contravention and, if he so requests, after giving him a
reasonable opportunity of being heard personally or through
such person as may be prescribed in this behalf.
(3) Where imprisonment is provided for any offence
under or contravention of any provisions of this Act, it
shall be adjudged by a court not inferior to that of a court
of session.
32. Review and appeal.— Any person —
(a) aggrieved by any order or sentence passed under
sub-section (1) of section 31 may, within thirty
days of such order or sentence, apply to the
Member of the Authority passing the order or
sentence for a review of such order or sentence ;
or
(b) aggrieved by any order or sentence passed under
sub-section (1) of section 31, may within sixty
days of such order or sentence, prefer an appeal
to the Authority and the Authority may pass such
order in relation to the appeal as it thinks fit
:
Provided that no order enhancing the fine shall be
passed unless the applicant has been given an opportunity
of showing cause against it and, if he so requests, of
being heard personally or through such person as may be
prescribed in this behalf.
33. Powers of the Authority in relation to
proceedings.— (1) The Authority shall, for the purposes of
a proceeding in exercise of its powers and discharge of
functions under this Act, have the same powers as are
vested in a court under the Code of Civil Procedure, 1908
(Act V of 1908), while trying a suit, in respect of the
following matters, namely :—
(a) summoning and enforcing the attendance of any
witnesses and examining him on oath or
affirmation ; (b) compelling the discovery or production of any
document or other material object ;
(c) receiving evidence on affidavit ; and
(d) issuing commissions for the examination of
witnesses and documents.
(2) Any proceeding before the Federal Government or
the Authority or a member of the Authority under this Act
shall be deemed to be a judicial proceeding within the
meaning of section 193 and section 228 of the Pakistan
Penal Code, 1860 (Act XLV of 1860), and such Government or
Authority or a member of the Authority shall be deemed to
be a Civil Court for the purposes of section 195 and
Chapter XXXV of the Code of Criminal Procedure, 1898 Act V
of 1898).
34. Amendment of Ordinance XLVII of 1984.— As from the
date of commencement of this Act, sections 2, 3, 74, 77
and 209 of the Companies Ordinance, 1984 (XLVII of 1984),
shall have effect subject to the amendments specified in
the Schedule to this Act.
35. Central depository to have power to make own
regulations.— (1) Subject to prior approval of the
regulations by the Authority, a central depository shall
have the power to make regulations from time to time to
carry out its functions in accordance with the provisions
of this Act.
(2) In particular, and without prejudice to the
generality of the foregoing power, such regulations may
provide for all or any of the following matters, namely :—
(a) manner of opening and maintaining accounts
and sub-accounts with the central depository
;
(b) criteria for recognition of persons as
eligible pledgees ;
(c) qualifications of account holders for the
purposes of becoming participants ;
(d) manner and procedure of effecting transfers
of book-entry securities ;
(e) manner and timing of entering book-entry securities in accounts and sub-accounts ;
(f) types of accounts and sub-accounts which may
be established with the central depository
for different classes of persons ;
(g) manner of withdrawing securities from the
central depository system of the central
depository ;
(h) criteria for determining close of business
hours of the central depository on each day ;
(i) manner of making entries in accounts and subaccounts
maintained with the central
depository ;
(j) manner of provision of information to a
central depository by a participant under
sub-section (2) of section 9 ;
(k) manner and timing of provision of information
by the central depository to issuers under
sub-section (3) of section 9 ;
(l) details of information to be given by the
central depository to issuers under subsection
(5) of section 9 ;
(m) procedure for consolidation and sub-division
of book-entry securities representing
securities which have been consolidated or
sub-divided by an issuer ;
(n) new issues or offer for sale of securities ;
(o) manner of conversion of debt-based book-entry
securities into equity-based book-entry
securities ;
(p) borrowing and lending of book-entry
securities ;
(q) regulating access to the computer system of
the central depository and the limits of such
access ;
(r) direct statements sent by a central depository
to sub-account holders ;
(s) any other matter for which a regulation is
required to be or may be made to carry out the
purposes of this Act.
(3) All regulations made under this section shall be
published in the official gazette and shall take effect upon
such publication. (4) Where the Authority considers it expedient so to
do, it may, by order in writing, direct a central depository
to make any regulation, or to amend or rescind any
regulation already made, within such period as it may
specify in this behalf.
(5) If a central depository fails or neglects to comply
with any direction under sub-section (4) within the
specified period, the Authority may make or amend, with or
without modifications, or rescind, any regulation directed
to be made, amended or rescinded, and a regulation so made,
amended or rescinded by the Authority shall be deemed to
have been made, amended or rescinded by the central
depository in accordance with the provisions of this section
and shall have effect accordingly.
36.Removal of difficulties.— If any difficulty arises
in giving effect to any provisions of this Act, the
Authority may, by notification in the official gazette, make
such provisions as may appear to it to be necessary for the
purpose of removing such difficulty. SCHEDULE
(See section 34)
AMENDMENT OF ORDINANCE XLVII OF 1984
As from the commencement of this Act, the following
amendments shall be made in the Companies Ordinance, 1984
(XLVII of 1984), namely :—
(a) in section 2, in sub-section (1).—
(i) in clause (2), in the second proviso, in item
(ii), after the words “Provincial Government”
occurring at the end, the words and comma “or
shares registered in the name of a central
depository” shall be inserted ; and
(ii) after clause (5), the following new clause
shall be inserted namely :-
"(5A) ‘central depository’ means a
central depository as defined in
clause (cc) of section 2 of the
Securities and Exchange Ordinance,
1969 (XVII of 1969), and registered
with the Authority under section
32A of that Ordinance :" ;
(b) in section 3, in sub-section (1), in clause
(b), for the full stop at the end a colon
shall be substituted and thereafter the
following proviso shall be added, namely :—
"Provided that, where a central
depository holds more than fifty percent of
the voting securities of a company, such
company shall not be deemed to be a
subsidiary of the central depository save
where such voting securities are held
beneficially by the central depository in its
own behalf." ;
(c) in section 74, in sub-section (1), for the
full stop at the end a colon shall be
substituted and thereafter the following
proviso shall be added, namely :—
"Provided that, the company shall, within
five days after an application is made for the
registration of the transfer of any shares,
debentures or debenture stock to a central depository, register such transfer in the name
of the central depository." ;
(d) in section 77, in the first proviso, after the
words “thirty days”, the words and comma "or,
where the transferee is a central depository,
within five days" shall be inserted ; and
(e) in section 209, in sub-section (5),—
(i) in clause (b), in the proviso, the word
“or” occurring at the end shall be
omitted ; and
(ii) in clause (c), for the full stop at the
end the semi-colon and word” ; or” shall
be substituted and thereafter the
following new clause shall be added,
namely :—
“(d) from depositing with, or
transferring to, or holding, or
registering in the name of a central
depository any shares or
securities.”
Statement of Objects and Reasons
The purpose of this bill is to replace the present manual
system of physical handling and settlement of shares and
transform the securities industry in Pakistan from manual
and laborious setup to a modern and efficient scripless
computer-aided system.
For consultation on all kinds of legal services related with companies contact internationallawyerinfo@gmail.com
Regards,
Salman Yousaf Khan (Golra)
Corporate Lawyer
+92-333-5339880
BILL
to make provision for the
establishment and operation of book-entry systems for
the transfer of securities by central depository companies ;
WHEREAS it is expedient to make provision for the
establishment and operation of book-entry systems for the
transfer of securities by central depository companies ;
It is hereby enacted as follows : —
1.Short title, extent and commencement.— (1) This Act
may be called the Central Depositories Act, 1997.
(2) It extends to the whole of Pakistan.
(3) It shall come into force at once.
2. Definitions.— In this Act, unless there is anything
repugnant in the subject or context,—
(1) "access”, in relation to the central depository
system maintained by a central depository, means
the placing of information on that system or the
retrieval of information therefrom ;
(2) "account" means an account maintained by a
central depository in the name of an account
holder so as to record the title of the account
holder to any book-entry securities entered in
such account ;
(3) "account-holder" means a person who opens and
maintains an account with a central depository and
operates such account;
(4) "Authority" means the Corporate Law Authority
constituted under section 11 of the Companies
Ordinance, 1984 (XLVII of 1984) ;
(5) "book-entry security", in relation to a central
depository, means a security which is
transferable by book-entry in the central
depository register pursuant to a declaration
made by the central depository under sub-section
(6) of section 4 and which is — (a) in the case of a security transferable by
registration, registered in the name of the
central depository or issued to the central
depository pursuant to section 14 ; or
(b) in the case of a security transferable by
delivery or endorsement, deposited with or
transferred by endorsement to the central
depository ;
(6) "central depository" means a central depository
as defined in clause (cc) of section 2 of the
Securities and Exchange Ordinance, 1969 (XVII of
1969), and registered with the Authority under
section 32A of that Ordinance ;
(7) "central depository register" means a
computerised electronic register maintained by a
central depository in respect of book-entry
securities ;
(8) "central depository system" means central
depository system established under section 4 ;
(9) "debenture" means a debenture as defined in
clause (12) of sub-section (1) of section 2 of
the Companies Ordinance, 1984 (XLVII of 1984),
and includes a debenture issued by an issuer
other than a company ;
(10) "document evidencing title" includes, —
(a) in the case of any security which is not a
Government security, the share certificate,
debenture certificate, modaraba certificate
or any other certificate representing the
security ; and
(b) in the case of any security which is a
Government security, such document or other
evidence of title thereto as a central
depository may require ;
(11) "eligible pledgee" means any person who, in
accordance with the regulations, is recognised by
a central depository as eligible for the purpose
of receiving any pledge of book-entry securities
;
(12) "handling", with its grammatical variations and
cognate expressions, in relation to a book-entry
security, means the transfer of a book-entry
security by electronic or similar means, the
pledging of a book-entry security in accordance
with section 12 or the withdrawal from the
central depository system of the security
represented by the book-entry security ; (13) "information" includes data recorded in a form
which can be processed by equipment operating
automatically in response to instructions given
for a particular purpose ;
(14) "issuer" means any person, the Federal Government
or a Provincial Government who or which has
issued or proposes to issue any security ;
(15) "jumbo certificates" mean one or more
consolidated certificates of the securities of
one kind or class
issued by an issuer which are registered in the
name of a central depository ;
(16) "member" means a member as defined in clause (21)
of sub-section (1) of section 2 of the Companies
Ordinance, 1984(XLVII of 1984), and includes the
registered owner of any equity security of an
issuer which is established under any other law ;
(17) "participant" means —
(a) an account-holder who is a member of a stock
exchange ; and
(b) any other account-holder who meets the
qualifications of a participant prescribed in
the regulations :
Provided that such account holders —
(i) perform services for sub-account holders in
accordance with the terms of an agreement
entered into between the central depository
and each of the participants ;
(ii) transfer any securities to the central
depository to the credit of any sub-accounts
under their respective accounts ; and
(iii)handle, on behalf of sub-account holders, the
book-entry securities in the sub-accounts
under their respective accounts ;
(18) “prescribed” means prescribed by regulations made
under this Act;
(19) "record" includes, in addition to a record in
writing,—
(a) any photograph ;
(b) any disc, tape, sound-track or other device in
which sounds or other data (not being visual
images) are embodied so as to be capable (with
or without the aid of some other instrument or
machine) of being reproduced therefrom in audible or readable form ; and
(c) any film, tape or other device in which visual
images are embodied so as to be capable (with
or without the aid of some other instrument)
of being reproduced therefrom in visual form ;
and (d) any reference to a copy of a record includes —
(i) in the case of a record falling within
paragraph (b) but not paragraph (c) of this
clause, a transcript of the sounds or other
data embodied therein ;
(ii) in the case of a record falling within
paragraph (c) but not paragraph (b) of this
clause, a still reproduction of the images
embodied therein, whether enlarged or not ;
and
(iii)in the case of a record falling within both
paragraph (b) and paragraph (c) of this
clause, the transcript of the sounds or other
data embodied therein together with the still
reproduction of the images embodied therein ;
(20) "register of members" means the register of
members referred to in section 147 of the
Companies Ordinance, 1984 (XLVII of 1984), and
includes the register of owners of any equity
securities of an issuer established under any
other law ;
(21) "register of debenture-holders" means the register
of debenture holders referred to in section 149 of
the Companies Ordinance, 1984 (XLVII of 1984), and
includes the register of holders of any non-equity
securities of an issuer other than a company ;
(22) "Registrar" means the Registrar as defined in
clause (31) of sub-section (1) of section 2 of the
Companies Ordinance, 1984 (XLVII of 1984) ;
(23) "regulations" means the regulations made pursuant
to section 35 ;
(24) "security" means —
(a) a security as defined in sub-clause (i) of
clause (l) of section 2 of the Securities and
Exchange Ordinance, 1969 (XVII of 1969) ;
(b) any Government security ;
(c) any derivative relating to a security or a
Government security ; or
(d) any other instrument specified by the Federal
Government, by a notification in the official
gazette, to be a security for the purposes of
this Act ;
(25) "State Bank" means the State Bank of Pakistan
established under the State Bank of Pakistan Act,
1956 (XXXIII of 1956) ; (26) "stock exchange" means a stock exchange registered
under the Securities and Exchange Ordinance, 1969
(XVII of 1969) ;
(27) "sub-account" means a sub-account maintained, as
part of the account of a participant, in
accordance with the regulations by a central
depository in the name of a sub-account holder so
as to record the title of the sub-account holder
to any book-entry securities entered in such subaccount
; and
(28) "sub-account holder" means a person in whose name
a sub-account is opened and maintained by a
participant with a central depository and is
operated by that participant.
3.Overriding effect.— The provisions of this Act shall
have effect notwithstanding anything contained in the
Companies Ordinance, 1984 (XLVII of 1984), or in any other
law or in any charter, statute or memorandum or articles of
association or in any applicable document or resolution.
4.Central depository system.— (1) A central depository
shall establish a central depository system whereby, in
accordance with the regulations,—
(a) (i) accounts may be opened and maintained with
the central depository by the account-holders
so as to record the title of the accountholders
to book-entry securities entered in
such accounts ; or
(ii) where the account holders are participants,
sub-accounts may be opened and maintained, as
part of the accounts of the participants,
with the central depository by the
participants on behalf of the sub-account
holders so as to record the title of the subaccount
holders to book-entry securities
entered in such sub-accounts ;
(b) transfers of such book-entry securities shall be
effected electronically or by any similar means ;
and
(c) pledging of such book-entry securities may be
effected in accordance with section 12.
(2) Where any securities are issued to or registered in
the name of a central depository or transferred by
endorsement to or deposited with a central depository, such
securities shall, in accordance with the regulations, be
entered in the relevant accounts or sub-accounts, as the
case may be, as book-entry securities.
(3) Notwithstanding anything contained in sub-section
(1), a participant may, with the written authorisation of his clients, enter book-entry securities beneficially owned
by the clients in his own account without establishing subaccounts
in the names of such clients in the central
depository system :
Provided that the central depository may at its
discretion, enquire whether such authorisation has been
obtained by the participant.
(4) Subject to the provisions of this Act, a central
depository system shall be operated by a central depository
for holding book-entry securities as a nominee for account
holders and for facilitating the transfer of such book-entry
securities.
Provided that nothing contained herein shall be
construed as preventing a central depository from holding
book-entry securities, as a beneficial owner of such
securities, in its own account opened and maintained on its
own central depository system.
(5) The title to any book-entry securities entered in
an account shall vest in the account holder and the title to
any book-entry securities entered in a sub-account shall
vest in the sub-account holder.
(6) The central depository system of a central
depository shall handle such securities as book-entry
securities as are declared as such by the central
depository.
(7) Different types of accounts and sub-accounts for
different classes of persons may be opened with a central
depository in accordance with the regulations.
5. Central depository not to be a member of an issuer
etc.— (1) Where a central depository is named in the
register of members of an issuer,—
(a) the central depository shall be deemed not to be a
member of the issuer ; and
(b) the persons named as the account-holders or, as
the case may be, the sub-account holders shall,
for such period as the book-entry securities
representing securities carrying voting rights in
the issuer are entered against their names in the
central depository register, be deemed to be
members of the issuer in respect of such
securities and shall, except as is otherwise
provided in this Act, be entitled to all the
rights, powers and privileges and be subject to
all the liabilities, duties and obligations of a
member as are or may be conferred by the Companies
Ordinance, 1984 (XLVII of 1984), or by any other
law for the time being in force or by the charter, statute or memorandum or the articles of
association of the issuer.
(2) Where a central depository is a debenture-holder of
an issuer or is the owner of securities of an issuer
(whether equity securities or debt securities) which do not
carry voting rights in the issuer,—
(a) the central depository shall be deemed not to be
the owner of such securities ; and (b) the persons named as the account holders or, as
the case may be, the sub-account holders shall,
for such period as the book-entry securities
representing such securities are entered against
their names in the central depository register, be
deemed to be the owners of such securities and
shall, except as is otherwise provided in this
Act, be entitled to all the rights, powers and
privileges and be subject to all the liabilities,
duties and obligations of the owners of such
securities as are or may be conferred by the
Companies Ordinance, 1984 (XLVII of 1984), or by
any other law for the time being in force or in
terms of any documents creating such securities.
(3) Nothing in this Act shall be construed as
affecting,—
(a) the obligation of an issuer to keep a register of
its members or debenture holders or allow
inspections of such register under the provisions
of the Companies Ordinance, 1984 (XLVII of 1984),
or under any other law for the time being in
force :
Provided that the issuer shall not be obliged to enter
in any registers maintained by it the names and
particulars of persons who are members of the issuer
under clause (b) of sub-section (1) or owners of the
securities of the issuer under clause (b) of sub-section
(2) ;
(b) (i) the right of an account holder to request
withdrawal of his securities from the central
depository system at any time and, where
applicable, to have them registered in his
name, or where the account-holder is a
participant, in any other name ; or
(ii) the right of a participant to request a
withdrawal of his sub-account holders'
securities from the central depository system
at any time and, where applicable, to have
them registered in the name of his sub-account
holder ; or
(c) the right of a central depository to hold bookentry
securities beneficially in its own behalf.
(4) Notwithstanding any-thing contained in this Act, an
account-holder or a sub-account holder, who is named in the
central depository register, at the close of business hours
of the central depository on the day before the first day of
the period of closure of register of members of an issuer,
as the holder of book-entry securities representing
securities carrying voting rights in the issuer, shall be regarded as a member of the issuer for the purpose of
attending and exercising all rights at a general meeting of
the members of the issuer in respect of which the register
of members has been closed.
(5) Notwithstanding any-thing contained in this Act, an
account-holder or a sub-account holder, who is named in the
central depository register, as at the close of business
hours of the central depository on the day before the first
day of the period of closure of register of non-equity
securities of an issuer, as the owner of book-entry
securities representing such securities of the issuer, shall
be regarded as an owner of such securities for the purpose
of attending and exercising all rights at a general meeting
of the owners of such securities of the issuer in respect of
which the register of such securities has been closed.
6. Transfers under book-entry system.— (1) Subject to
the provisions of this Act, a transfer of book-entry
securities from accounts or sub-accounts to other accounts
or sub-accounts shall be made in such manner as may be
prescribed and shall be effected by making of an appropriate
entry in the central depository register in accordance with
such regulations.
(2) A transfer of book-entry securities in the manner
set out in sub-section (1) shall be a valid and effective
transfer of title to the securities represented by the bookentry
securities.
7. Effect of book-entry transfer on transferee.— If a
transfer of book-entry securities takes place at a
particular time in accordance with the provisions of section
6 —
(a) the transferee shall be deemed to have agreed to
have accepted the transfer of such book-entry
securities subject to the terms and conditions on
which the transferor held them immediately before
the time of such transfer, and
(b) the transferee shall be deemed to have, where
applicable, agreed to become a member of the
issuer and to be bound by the issuer's charter,
statute or memorandum and articles of association,
as the case may be.
8. Central depository discharged from liability if
acting on instructions.— (1) A central depository, if acting
in good faith and without negligence, shall not be liable to
for any loss, damages, compensation, costs and expenses in
tort or under any law or contract for any breach of trust or
duty where the central depository has, in the accounts or sub-accounts maintained by it, made or allowed to be made
entries or handled or allowed handling of any book-entry
securities, according to the instructions of an accountholder
or a participant, notwithstanding that the account
holder or the participant, as the case may be, had no right
to dispose of or take any other action in respect of such
book-entry securities. (2) A central depository, if acting in good faith and
without negligence, shall be fully discharged of its
obligations to an account-holder and participant, upon the
transfer or delivery of book-entry securities under the
instructions of the account holder or participant, as the
case may be.
(3) A central depository shall not be required to
enquire whether or not —
(a) an account-holder or a participant, has a
right to handle any book-entry securities
entered in his account or in any sub-account
under his account, as the case may be, or to
take any action in that regard ; or
(b) the document evidencing title in respect of a
security deposited with an issuer for the
purpose of registration of the transfer of the
security in the name of the central depository
is genuine.
(4) Except as provided in this Act, a central
depository shall not owe any fiduciary or any other
obligations whatsoever, including, without limitation to
the generality of the foregoing, any obligations in law,
contract, tort, warranty or strict liability, to the subaccount
holders in whose names sub-accounts are maintained
in the central depository system.
(5) Without prejudice to the provisions of any
other law for the time being in force, if any loss
is caused to an account holder or a sub-account
holder due to any negligent or wrongful act or
omission of a central depository or any of its employees,
the central depository shall compensate such account holder
or sub-account holder for such loss.
9. Central depository to supply information.— (1) Every
issuer which is a company or other body corporate and whose
securities are entered in the central depository system of a
central depository shall request the central depository, at
such times as may be prescribed in the regulations, for a
list of the names and other relevant details of the accountholders
and sub-account holders, holding the book-entry
securities of such issuer together with details of the bookentry
securities of such issuer entered in the accounts of
such account holders or sub-account holders, as the case may
be —
(a) for sending notices to any account-holders and
sub-account holders of general meetings of the
holders of any securities of the issuer ; (b) for sending any other notices or documents to
any account holders and sub-account holders
which are required to be sent by the issuer to
holders of any securities of the issuer ;
(c) for the purpose of allowing any accountholders
and sub-account holders to attend
general meetings of any holders of securities
of the issuer or to appoint proxies for this
purpose ;
(d) for despatching dividend or other warrants to
any account-holders and sub-account holders ;
(e) for despatching to any account-holders and
sub-account holders any other payments or
benefits paid by the issuer ; or
(f) for despatching to any account holders and
sub-account holders formal offers for
subscription of securities of the issuer.
(2) A participant may, in respect of such book-entry
securities as are beneficially owned by his clients and
entered in his account, supply to the central depository the
names and other details of such clients together with
instructions that such names and other details be forwarded
to the issuer upon a request for information made by the
issuer under sub-section (1) :
Provided that the persons whose names are supplied by a
participant under this sub-section shall be deemed to be
sub-account holders holding the book-entry securities to
which they are stated by the participant to be entitled and
shall be entitled to the rights of sub-account holders set
out in section 5.
(3) Subject to sub-section (2), the central depository
shall supply to an issuer the information requested by the
issuer under sub-section (1) in such manner and within such
time as may be prescribed in the regulations :
Provided that in cases where the information requested
by the issuer under sub-section (1) is for the determination
of entitlement of any account-holders and subaccountholders,
in relation to the book-entry securities of
the issuer held by them, to attend any meetings of the
issuer or to receive payments of any dividends or other
amounts payable by the issuer or to receive any offers for
subscription of any shares in the issuer or for any other
purpose as required by any law or the issuer's charter,
statute or memorandum or articles of association, the
central depository shall supply such information to the
issuer as is correct as at the close of business hours of
the central depository on the day before the first day of
the period of closure of register of members, debenture
holders or any other securities of the issuer. (4) Subject to sub-sections (5) and (6), an issuer to
whom sub-section (1) applies shall rely upon the information
supplied by the central depository under sub-section (3). (5) An issuer who is liable to pay any dividend or
other amount or issue any offer for subscription of any
securities to any account-holders or sub-account holders
shall pay such dividend or other amount or issue such offer
for subscription of securities in accordance with such
information as a central depository may give in accordance
with the regulations and such payment or issue shall
discharge the issuer from any liability in respect of that
payment or issue to the relevant account holders or subaccount
holders.
(6) All notices and other documents which an issuer is
obliged or required to send to its members or holders of any
of its securities, shall in cases where an account-holder or
a sub-account holder is deemed to be a member or holder of
any securities of the issuer, be sent directly to the
account-holder or the sub-account holder, as the case may
be, on the basis of information provided by the central
depository under sub-section (3) and in such manner as
notices and documents are required to be sent by the
Companies Ordinance, 1984 (XLVII of 1984), or any other
applicable law or articles of association.
10. Bonus issue by an issuer.— (1) Where an issuer
whose securities are entered in the central depository
system makes a bonus issue, the securities to be issued on
the number of securities of that issuer registered in the
name of the central depository shall be allotted to the
central depository.
(2) The central depository shall, upon allotment of
securities under sub-section (1), determine the entitlements
of the relevant account-holders and sub-account holders to
such securities in proportion to the other securities of the
same issuer standing in their accounts and sub-accounts,
as of the close of business hours of the central depository
on the day before the first day of the period of closure of
register of members, debenture holders or any other
securities of the said issuer and enter the book-entry
securities in the relevant accounts and sub-accounts in
accordance with the determined entitlements :
Provided that fractional entitlements to book-entry
securities relating to the bonus securities shall not be
credited by the central depository to the relevant accounts
and sub-accounts but the book-entry securities representing
such fractional entitlements shall be consolidated and dealt
with in accordance with the regulations.
11. Bar on rectification of central depository
register.— Notwithstanding anything contained in section 152
of the Companies Ordinance, 1984 (XLVII of 1984), if — (a) an account-holder or a sub-account holder did not
consent to a transfer of any book-entry securities
from, or to, his account or sub-account, as the
case may be, or
(b) the name of any account-holder or sub-account
holder is fraudulently or without sufficient cause
entered in, or omitted from, the central
depository register,
the aggrieved party may apply to the court for relief and
the court may award damages to the aggrieved party but shall
not order rectification of the central depository register.
EXPLANATION : The expression "court" for the purposes
of this section shall mean the High Court having
jurisdiction over the defendant.
12. Pledge of book-entry securities.— (1) Book-entry
securities shall be pledged only in favour of an eligible
pledgee to secure the payment of a debt or liability or
performance of any obligation by any account holder directly
or by any sub-account holder through instructions given to a
participant when the book-entry securities are blocked in
the manner set out in sub-section (2).
(2) The book-entry securities to be pledged shall be
blocked when an account holder or a participant gives
instructions to the central depository system in a manner
that the pledgor or the relevant participant when the
pledgor is a sub-account holder ceases to handle the pledged
book-entry securities and notice of the blocking is
available through the central depository system to the
eligible pledgee.
(3) A pledgee of the pledged book-entry securities
shall, in addition to the powers available to him under the
Contract Act, 1872 (Act IX of 1872), have the following
powers : —
(a) a power, upon the default of the pledgor, to
transfer the pledged book-entry securities or
any part thereof ; and
(b) any other power which may be granted to him in
writing by the pledgor in relation to the
pledged book-entry securities provided that
the central depository shall not be concerned
with or affected by the exercise of any such
power.
(4) The central depository system shall only allow the
pledgee to remove the block from the pledged book-entry
securities in such manner that they are available to the
pledgor for the purpose of handling them. (5) The central depository system shall not allow the
pledgor to handle the pledged book-entry securities save
upon the removal by the pledgee of the block from such
pledged book-entry securities.
(6) A participant shall not create a pledge over any
book-entry securities entered in any sub-accounts maintained
under his account with the central depository without the
authorisation of the sub-account holder concerned.
(7) No pledge of any book-entry securities may be made
except as provided in this section.
(8) Except as otherwise provided in this section, the
provisions of the Contract Act, 1872 (Act IX of 1872) ,
shall be applicable to pledging of book-entry securities.
EXPLANATION : For the purpose this section, the
account-holder or sub-account holder, as the case may be,
pledging any book-entry securities shall be called the
"pledgor", the eligible pledgee in whose favour a pledge of
book-entry securities is made be called the "pledgee" and
the book-entry securities when blocked are be called the
"pledged book-entry securities".
13. Consolidation or sub-division of securities by an
issuer.— When an issuer announces a consolidation or subdivision
of his securities, the book-entry securities of
such issuer as are entered in the accounts and sub-accounts
maintained in the central depository register shall in like
manner and in accordance with the regulations shall be
consolidated or sub-divided, as the case may be, in the
central depository register.
14. Regulations for issue or offer for sale of
securities.— (1) A central depository may make regulations
which permit any issuer to enter into an arrangement with
the central depository whereunder the issuer may register in
the name of the central depository all the securities of one
class after making allocation of such securities to the
subscribers of the securities.
(2) Where any issuer enters into an arrangement
referred to in sub-section (1) with a central depository and
registers the securities in the name of the central
depository, the central depository shall ensure that every
subscriber of the securities or any account holder
designated by such subscriber is credited with book-entry
securities representing his entitlement to such securities.
(3) A central depository may make regulations
which permit any person intending to make an offer
for sale of securities to the public to enter into an arrangement with the central depository whereunder
the securities which are to be offered for sale by
that person may be transferred in the name of the central
depository after the acceptance of offer from persons who
apply to purchase such securities.
(4) Where any person intending to make an offer for
sale of securities to the public enters into any arrangement
referred to in sub-section (3) with a central depository and
transfers the securities in its name, the central depository
shall ensure that every purchaser of the securities or any
account holder designated by such purchaser is credited with
book-entry securities representing his entitlement to such
securities.
15. Conversion of non-equity securities into equity
securities.— Where any debentures, bonds or any other nonequity
securities, whether partly or wholly convertible into
equity securities or with warrants to subscribe to equity
securities of an issuer, are converted into equity
securities, a central depository shall take appropriate
action, in accordance with the regulations, in respect of
the book-entry securities representing such debentures,
bonds or other non-equity securities to give effect to such
conversion.
16. Issuance of Jumbo Certificates.— Every issuer of
the securities registered in the name of a central
depository shall, if so requested by the central depository
in writing, issue to it jumbo certificates, of such
denominations as may be requested by the central depository,
upon the occurrence of any increase or decrease in the
number of the securities of such issuer held by the central
depository.
17. Inspection of the central depository register.— (1)
The central depository register shall, to the extent that it
records the holdings of book-entry securities representing
securities of an issuer, be open to inspection at the
registered or head office of the issuer in the same manner
and to the extent provided in any law for the time being in
force pursuant to or by which such issuer was established or
is governed.
EXPLANATION : For the purposes of this sub-section, the
expression "law" shall include any rules or regulations
governing such issuer.
(2) The information made available upon any request for
inspection under sub-section (1) shall be correct as of the
close of business hours of the central depository on its
first working day in the month preceding the month in which the request for inspection is made :
Provided that where any closure of the register of
members or debenture holders or of the holders of any other
equity or non-equity securities, of the issuer has occurred
subsequent to the first working day of the central
depository in the month preceding the month in which the
request for inspection is made, the information made
available upon any request for inspection shall be correct
as of the close of business hours of the central depository
on the day before the first day of the latest period of
closure of register of members or debenture holders or of
the holders of any other equity or non-equity securities, as
the case may be, of the issuer :
Provided further that where notice of a general meeting
of the members or debenture holders or of the holders of any
other equity or non-equity securities of the issuer has been
issued, the information made available upon any request for
inspection under sub-section (1) shall be correct as of the
close of business hours of the central depository on the
third day before the date of receiving the request for
inspection.
18. Record of an entry prima facie evidence.— A record
of an entry in an account or a sub-account shall be prima facie evidence of the truth of the matters so recorded.
19. Borrowing or lending of securities.— Book-entry
securities may, in accordance with the regulations, be
borrowed or lent in the interest of the smooth and orderly
functioning of stock exchanges.
20. Duty to maintain secrecy.— (1) Except as provided
in this Act or in any other law for the time being in force,
no director or officer of a central depository or a
participant, whether during his tenure of office or during
his employment or thereafter, and no other person who has by
any means knowledge of any information or document
whatsoever relating to the affairs of any of the account
holders, and in particular, relating to their accounts or
sub-accounts, shall give, divulge, reveal or otherwise
disclose such information or document to any other person.
(2) A person who has any information or document which
to his knowledge has been disclosed in contravention of subsection
(1) shall not in any manner howsoever disclose it to
any other person.
21. Permitted disclosures.— Subject to the provisions of this Act, the provisions of section 20 shall not entitle
any person to refuse to disclose any information or
documents—
(a) which an account-holder or a sub-account holder
has authorised in writing to disclose ;
(b) in a case where an account-holder or a sub-account
holder is declared a bankrupt, or, if the accountholder
or sub-account holder, as the case may be,
is a company or body corporate and is being or,
has been, wound up within or outside Pakistan ;
(c) in the case of any litigation or other legal
proceedings ;
(d) to any person duly authorised by a competent
court, the Authority or the State Bank of Pakistan
to investigate into any offence under any law for
the time being in force ;
(e) for the purpose of enabling or assisting the
Authority to exercise any power conferred on it by
this Act or by any other law for the time being
in force ;
(f) for the purpose of enabling or assisting the State
Bank of Pakistan to exercise any power conferred
on it by any other law for the time being in force
;
(g) for the purpose of enabling or assisting a stock
exchange or clearing house of a stock exchange to
discharge its functions;
(h) for the purpose of enabling or assisting auditors
of a central depository or participant to
discharge their functions ; or
(i) to the Authority if the disclosure is required in
the interest of investors or in the public
interest.
22. Regulation of access to the computer system.— (1) A
central depository may, in accordance with the regulations,
authorise any account holders, the stock exchanges on which
the securities in relation to book-entry securities entered
in the central depository register of the central depository
are listed, clearing houses of such stock exchanges or
issuers to have access to its computer system within such
limits and for such purposes as may be specified in such
regulations.
(2) No person —
(a) who, being a person authorised to have access under sub-section (1), shall gain access, or
attempt to gain access, to a computer system
of a central depository, whether by means of
any device or apparatus forming part of the
computer system or by any other means, beyond
the limits or for purposes other than for
which he is authorised thereunder ;
(b) who, not being a person authorised to have
access under sub-section (1), shall gain
access, or attempt to gain access, to a
computer system of a central depository,
whether by means of any device or apparatus
forming part of the computer system or by any
other means; or
(c) shall unlawfully interfere with, or impede, or
attempt to interfere with or impede, the
operation of a computer system of a central
depository.
23. Central depository to provide assistance to the
Registrar, the Authority, the State Bank of Pakistan and the
stock exchanges.— A central depository shall provide such
assistance to the Authority, the State Bank of Pakistan, the
Registrar, stock exchanges and to any person acting on their
behalf, as they reasonably require for the performance of
their functions and duties under this Act or under any other
law for the time being in force.
24. Handling book-entry securities without authority.—
(1) A participant shall not handle or authorise or permit
any handling of book-entry securities entered in the subaccounts
maintained under his account without authority of
the sub-account holder.
2) A participant shall not, except with the authority
of his clients, handle or authorise or permit any handling
of book-entry securities beneficially owned by such clients
and entered in his account.
25. Nomination and transmission.— The provisions of
sections 79, 80 and 81 of the Companies Ordinance, 1984
(XLVII of 1984), shall, mutatis mutandis, apply to bookentry
securities and all references to member or holder of
debentures in those sections shall be construed as
references to account-holders or sub-account holders, and
all references to a company shall be construed as references
to a central depository in case the book-entry securities
belong to an account-holder and to a participant in case the
book-entry securities belong to a sub-account holder.
26. Settlement of securities transactions using the
central depository system.— (1) Subject to the provisions of
this Act, no transfer of book-entry securities shall be
effected on the central depository system unless at least
one party to the transaction in respect of which the
transfer of book-entry securities is sought to be effected
is a member of a stock exchange.
(2) Notwithstanding the provisions of sub-section (1),
a central depository shall make regulations prescribing
transactions, other than the transactions referred to in
that sub-section, in respect of which transfers of bookentry
securities may be effected on the central depository
system :
Provided that a central depository may, before making
or allowing the entry to be made, require the production of
such documentary evidence as may be prescribed in the
regulations.
27. Power of Registrar and Authority to call for
information or appoint inspectors.— (1) Nothing contained in
this Act shall be construed to impose any limits on the
powers of the Registrar or the Authority under the Companies
Ordinance, 1984 ( XLVII of 1984 ), as regards calling for
any information from and appointing any persons as
inspectors to investigate the affairs of a central
depository or of any participant which is a company or is a
corporation to which the provisions of the Companies
Ordinance, 1984 (XLVII of 1984), apply. (2) Nothing contained in this Act shall be construed to
impose any limits on the powers of any competent authority
under any other law for the time being in force as regards
calling for any information from or carrying out any
investigation into the affairs of a participant which is
established under or is otherwise governed by such law.
(3) The Authority, on being satisfied that the affairs
of a participant, not being a participant referred to in
sub-sections (1) or (2), in relation to his account on a
central depository system are being or have been conducted
with intent to defraud his creditors or any other persons or
for a fraudulent or unlawful purpose, may by order in
writing,—
(a) call upon such participant to furnish in writing
such information relating to book-entry securities
held by him on the central depository register,
whether on his own behalf or on behalf of a client
; or
(b) authorise any one or more competent persons as
inspectors to investigate the affairs of such
participant :
Provided that before making an order for enquiry or
inspection, the Authority shall give the participant an
opportunity to show cause against the action proposed to be
taken.
(4) A person appointed as inspector under sub-section
(3) shall, for the purposes of his investigation, have the
same powers as are vested in a court under the Code of Civil
Procedure, 1908 (Act V of 1908), while trying a suit, in
respect of the following matters, namely:—
(a) enforcing the attendance of persons and examining
them on oath or affirmation ;
(b) compelling the discovery and production of books
and papers and any material objects ; and
(c) issuing commissions for the examination of
witnesses ;
and every proceeding before such person shall be deemed to
be "judicial proceeding" within the meaning of sections 193
and 228 of the Pakistan Penal Code, 1860 (Act XLV of 1860).
(5) Any contravention of or non-compliance with any
orders, directions or requirement of the inspector
exercising powers of a court under sub-section (4) shall, in
all respects, entail the same liabilities, consequences and
penalties as are provided for such contravention, noncompliance
or default under the Code of Civil Procedure,
1908 (Act V of 1908), and the Pakistan Penal Code 1860 (Act
XLV of 1860). (6) Every past and present partner, proprietor or
employee of a participant shall on demand produce before
inspector all information or such records and other
documents in his custody having a bearing on the subjectmatter
of the investigation.
(7) The inspector may, and if so directed by the
Authority shall, make interim reports to the Authority, and
on the conclusion of the investigation, shall make a final
report to the Authority on the basis of which it may take
such action as it deems expedient.
8) If, from any report made under sub-section (7), it
appears to the Authority that any participant or any other
person has been guilty of any offence for which he is
criminally liable, the Authority may prosecute such
participant or other person for the offence.
(9) When an investigation is ordered to be made under
this section, the expenses of the investigation shall, in
the first instance be defrayed by the Authority ; but any
person who is convicted on a prosecution instituted in
pursuance of sub-section (8) may, in the same proceedings,
be ordered to pay the said expenses to such extent as may be
specified by the Authority or as the court may so direct.
(10) The amount of expenses which any person is liable
under this section to reimburse to the Authority shall be
recoverable from that person as arrear of land revenue.
(11) In so far as the expenses to be defrayed by the
Authority under this section are not recovered thereunder,
those shall be borne by the Federal Government.
(12) A copy of any report of any inspector or
inspectors appointed under this section authenticated in
such manner as may be prescribed, shall be admissible in any
legal proceedings as evidence of the opinion of the
inspector or inspectors in relation to any matter contained
in the report.
28. Offences.— (1) Whoever knowingly and willfully
contravenes or attempts to contravene or abets the
contravention of any of the provisions of this Act or the
regulations made thereunder shall be punishable with a fine
which may extend to five hundred thousand rupees and to a
further fine not exceeding ten thousand rupees for every day
if such contravention continues after the imposition of the
fine.
(2) Notwithstanding anything contained in sub-section
(1), whoever knowingly and willfully contravenes or attempts to contravene or abets the contravention of the provisions
of section 24 shall be punishable with a fine which may
extend to one million rupees and to a further fine not
exceeding twenty thousand rupees for every day after the
first contravention during which the contravention continues
or with imprisonment for a term which may extend to five
years, or with both.
(3) Where an offence under this Act has been committed
by a company, every person who at the time the offence was
committed was in charge of, and was responsible to, the
company for the conduct of the business of the company shall
be deemed to be guilty of the offence and shall be liable to
be proceeded against and punished accordingly.
(4) Notwithstanding anything contained in sub-section
(3), where an offence under this Act has been committed by a
company and it is proved that the offence has been committed
with the consent or connivance of, or is attributable to any
neglect on the part of any director, manager, secretary or
other employee of the company, such director, manager,
secretary or other employee shall also be deemed to be
guilty of the offence.
EXPLANATION : For the purposes of this section,—
(a) "company" means any body corporate and
includes a partnership firm or other
association of individuals ; and
(b) "director", in relation to a firm, means a
partner in the firm.
29. Cognizance of offences by courts.— No court or
authority or officer shall take cognizance of any offence
punishable under this Act or any regulations or under any
bye-laws made thereunder, save on a complaint made in
writing by the Authority.
30. Offences to be non-cognizable.— Notwithstanding
anything contained in the Code of Criminal Procedure, 1898
(Act V of 1898), every offence under this Act shall, for the
purposes of the said Code, be deemed to be non-cognizable.
31. Punishment and adjudication of fine or penalty.—
(1) A fine for any offence under or contravention of any
provisions of this Act may be adjudged and imposed by any Member of the Authority.
(2) The fine as aforesaid shall be imposed after giving
the person concerned an opportunity to show cause why he
should not be punished for the alleged offence or
contravention and, if he so requests, after giving him a
reasonable opportunity of being heard personally or through
such person as may be prescribed in this behalf.
(3) Where imprisonment is provided for any offence
under or contravention of any provisions of this Act, it
shall be adjudged by a court not inferior to that of a court
of session.
32. Review and appeal.— Any person —
(a) aggrieved by any order or sentence passed under
sub-section (1) of section 31 may, within thirty
days of such order or sentence, apply to the
Member of the Authority passing the order or
sentence for a review of such order or sentence ;
or
(b) aggrieved by any order or sentence passed under
sub-section (1) of section 31, may within sixty
days of such order or sentence, prefer an appeal
to the Authority and the Authority may pass such
order in relation to the appeal as it thinks fit
:
Provided that no order enhancing the fine shall be
passed unless the applicant has been given an opportunity
of showing cause against it and, if he so requests, of
being heard personally or through such person as may be
prescribed in this behalf.
33. Powers of the Authority in relation to
proceedings.— (1) The Authority shall, for the purposes of
a proceeding in exercise of its powers and discharge of
functions under this Act, have the same powers as are
vested in a court under the Code of Civil Procedure, 1908
(Act V of 1908), while trying a suit, in respect of the
following matters, namely :—
(a) summoning and enforcing the attendance of any
witnesses and examining him on oath or
affirmation ; (b) compelling the discovery or production of any
document or other material object ;
(c) receiving evidence on affidavit ; and
(d) issuing commissions for the examination of
witnesses and documents.
(2) Any proceeding before the Federal Government or
the Authority or a member of the Authority under this Act
shall be deemed to be a judicial proceeding within the
meaning of section 193 and section 228 of the Pakistan
Penal Code, 1860 (Act XLV of 1860), and such Government or
Authority or a member of the Authority shall be deemed to
be a Civil Court for the purposes of section 195 and
Chapter XXXV of the Code of Criminal Procedure, 1898 Act V
of 1898).
34. Amendment of Ordinance XLVII of 1984.— As from the
date of commencement of this Act, sections 2, 3, 74, 77
and 209 of the Companies Ordinance, 1984 (XLVII of 1984),
shall have effect subject to the amendments specified in
the Schedule to this Act.
35. Central depository to have power to make own
regulations.— (1) Subject to prior approval of the
regulations by the Authority, a central depository shall
have the power to make regulations from time to time to
carry out its functions in accordance with the provisions
of this Act.
(2) In particular, and without prejudice to the
generality of the foregoing power, such regulations may
provide for all or any of the following matters, namely :—
(a) manner of opening and maintaining accounts
and sub-accounts with the central depository
;
(b) criteria for recognition of persons as
eligible pledgees ;
(c) qualifications of account holders for the
purposes of becoming participants ;
(d) manner and procedure of effecting transfers
of book-entry securities ;
(e) manner and timing of entering book-entry securities in accounts and sub-accounts ;
(f) types of accounts and sub-accounts which may
be established with the central depository
for different classes of persons ;
(g) manner of withdrawing securities from the
central depository system of the central
depository ;
(h) criteria for determining close of business
hours of the central depository on each day ;
(i) manner of making entries in accounts and subaccounts
maintained with the central
depository ;
(j) manner of provision of information to a
central depository by a participant under
sub-section (2) of section 9 ;
(k) manner and timing of provision of information
by the central depository to issuers under
sub-section (3) of section 9 ;
(l) details of information to be given by the
central depository to issuers under subsection
(5) of section 9 ;
(m) procedure for consolidation and sub-division
of book-entry securities representing
securities which have been consolidated or
sub-divided by an issuer ;
(n) new issues or offer for sale of securities ;
(o) manner of conversion of debt-based book-entry
securities into equity-based book-entry
securities ;
(p) borrowing and lending of book-entry
securities ;
(q) regulating access to the computer system of
the central depository and the limits of such
access ;
(r) direct statements sent by a central depository
to sub-account holders ;
(s) any other matter for which a regulation is
required to be or may be made to carry out the
purposes of this Act.
(3) All regulations made under this section shall be
published in the official gazette and shall take effect upon
such publication. (4) Where the Authority considers it expedient so to
do, it may, by order in writing, direct a central depository
to make any regulation, or to amend or rescind any
regulation already made, within such period as it may
specify in this behalf.
(5) If a central depository fails or neglects to comply
with any direction under sub-section (4) within the
specified period, the Authority may make or amend, with or
without modifications, or rescind, any regulation directed
to be made, amended or rescinded, and a regulation so made,
amended or rescinded by the Authority shall be deemed to
have been made, amended or rescinded by the central
depository in accordance with the provisions of this section
and shall have effect accordingly.
36.Removal of difficulties.— If any difficulty arises
in giving effect to any provisions of this Act, the
Authority may, by notification in the official gazette, make
such provisions as may appear to it to be necessary for the
purpose of removing such difficulty. SCHEDULE
(See section 34)
AMENDMENT OF ORDINANCE XLVII OF 1984
As from the commencement of this Act, the following
amendments shall be made in the Companies Ordinance, 1984
(XLVII of 1984), namely :—
(a) in section 2, in sub-section (1).—
(i) in clause (2), in the second proviso, in item
(ii), after the words “Provincial Government”
occurring at the end, the words and comma “or
shares registered in the name of a central
depository” shall be inserted ; and
(ii) after clause (5), the following new clause
shall be inserted namely :-
"(5A) ‘central depository’ means a
central depository as defined in
clause (cc) of section 2 of the
Securities and Exchange Ordinance,
1969 (XVII of 1969), and registered
with the Authority under section
32A of that Ordinance :" ;
(b) in section 3, in sub-section (1), in clause
(b), for the full stop at the end a colon
shall be substituted and thereafter the
following proviso shall be added, namely :—
"Provided that, where a central
depository holds more than fifty percent of
the voting securities of a company, such
company shall not be deemed to be a
subsidiary of the central depository save
where such voting securities are held
beneficially by the central depository in its
own behalf." ;
(c) in section 74, in sub-section (1), for the
full stop at the end a colon shall be
substituted and thereafter the following
proviso shall be added, namely :—
"Provided that, the company shall, within
five days after an application is made for the
registration of the transfer of any shares,
debentures or debenture stock to a central depository, register such transfer in the name
of the central depository." ;
(d) in section 77, in the first proviso, after the
words “thirty days”, the words and comma "or,
where the transferee is a central depository,
within five days" shall be inserted ; and
(e) in section 209, in sub-section (5),—
(i) in clause (b), in the proviso, the word
“or” occurring at the end shall be
omitted ; and
(ii) in clause (c), for the full stop at the
end the semi-colon and word” ; or” shall
be substituted and thereafter the
following new clause shall be added,
namely :—
“(d) from depositing with, or
transferring to, or holding, or
registering in the name of a central
depository any shares or
securities.”
Statement of Objects and Reasons
The purpose of this bill is to replace the present manual
system of physical handling and settlement of shares and
transform the securities industry in Pakistan from manual
and laborious setup to a modern and efficient scripless
computer-aided system.
For consultation on all kinds of legal services related with companies contact internationallawyerinfo@gmail.com
Regards,
Salman Yousaf Khan (Golra)
Corporate Lawyer
+92-333-5339880
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