Updated: Wednesday October 12, 2016/AlArbia'a
Muharram 11, 1438/Budhavara
Asvina 20, 1938, at 07:49:00 AM
The Stock Exchanges (Corporatisation, Demutualization
and Integration) Act, 2012
ACT NO. XV OF 2012
An Act to provide for the corporatisation,
demutualization and integration of stock exchanges in
WHEREAS, it is expedient, for the
development of the capital markets of the country, to provide for the
corporatisation and demutualization of the stock exchanges in Pakistan and to
facilitate the integration of these stock exchanges and formatters ancillary
thereto;
It is hereby enacted as follows:---
PRELIMINARY
1. Short title, extent and
commencement.—(1) This Act may be
called the Stock Exchanges (Corporatisation, Demutualization and Integration)
Act, 2012.
(2) It extends to the whole of
(3) It shall come into force at once.
2. Definitions.—(1) In this Act, unless there is anything repugnant in
the context or subject,---
(i) “assets”
means all immovable and movable properties (whether actual or contingent,
tangible or intangible) and include all land, building, machinery and
equipment, shares, securities, deposits, cash, bank balances, profits,
dividends, fees, commissions, receivables, claims, contracts, licenses,
privileges, reserve funds, investments and all other rights and interests in
and arising out of such property in the ownership, possession, power or control
of a stock exchange at any given time;
(ii) “blocked
account” means a CDC account established by a stock exchange in accordance with
clause (c) of sub-section (1) of Section 5;
(iii) “CDC”
means the Central Depository Company established in pursuance of the Central
Depository Companies (Establishment and Regulation) Rules, 1996;
(iv) “Commission”
means the Securities and Exchange Commission of Pakistan established under the
Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997);
(v) “Committee”
means the demutualization committee of members of the stock exchange ratified
under Section 3 by the members of the stock exchange;
(vi) “Companies
Ordinance” means the Companies Ordinance. 1984 (XLVII of 1984);
(vii) “Connected
Ordinance” means in relation to a natural person, a spouse, real, step or half
sibling, lineal ascendant or descendant of such person, a partner, promoter or
substantial shareholder of an undertaking, company or body corporate of which
such person is also a partner, promoter or substantial shareholder or an
undertaking, company or body corporate in which such person is a partner,
promoter, substantial shareholder or director; in relation to a legal person a
Connected person means an undertaking, company or body corporate which is a
holding, subsidiary or associated company of such legal person;
(viii) “corporatisation”
means the conversion of a stock exchange from a company limited by guarantee to
a public company limited by shares;
(ix) “date
of corporatisation” means the date on which the Registrar issues a certificate
of re-registration to the stock exchange as evidence of its change in status
from a company limited by guarantee to a public company limited by shares;
(x) “date of
demutualization” means the date on which the Registrar issues a certificate of
re-registration to the stock exchange in accordance with the provisions of
Section 6;
(xi) “demutualization”
means the segregation of the majority ownership of a stock exchange from the
right to trade on such stock exchange;
(xii) “financial
institution” includes foreign or local commercial banks development financial
institutions, non-banking finance companies, insurance companies, stock
exchanges, commodity exchanges, derivative exchanges or any such other entity
which has been notified by the Commission as a financial institution for the
purposes of this Act;
(xiii) “first
directors” mean directors of the stock exchange nominated by a stock exchange
or the Commission as the case may be and who take the office of director on the
date of corporatisation and hold such office until elections of the directors
are held in accordance with this Act;
(xiv) “initial
shareholders” means the legal owners of the shares of a stock exchange on the
date of corporatisation;
(xv) “integration”
means the merger of two or more stock exchanges;
(xvi) “liabilities”
means all borrowings, financial obligations, debts, claims, or potential losses
of every description (whether actual or contingent) of a stock exchange at any
given date;
(xvii) “member”
means a member of a stock exchange prior to its corporatisation under this Act;
(xviii) “prescribe
or prescribed” means prescribed by the regulations made by the Commission;
(xix) “scheme
of integration” means a scheme of arrangement for the integration of two or
more stock exchanges;
(xx) “Securities
Ordinance” means the Securities and Exchange Ordinance, 1969 (XVII of 1969);
(xxi) “security”
means a security as defined in clause (1) of sub-section (1) of Section 2 of
the Securities Ordinance;
(xxii) “shareholders”
means the legal owners of the shares of a stock exchange at any given time and
include the initial shareholders;
(xxiii) “stakeholders”
means the employees of the stock exchange, the TRE certificate holders, the
issuers of securities listed on a stock exchange, creditors, if any, of such
stock exchange and the Government of Pakistan;
(xxiv) “stock
exchange” means a stock exchange registered under Section 5 of the Securities
Ordinance at the time of commencement of this Act and includes a stock exchange
after corporatisation, demutualization or integration as the case may be;
(xxv) “strategic investor” means a stock exchange,
depository company, a derivative exchange or a clearing house which has been
approved by the Commission in accordance with the prescribed criteria, for the
purposes of acquiring shares of a stock exchange in pursuance of Section 12;
(xxvi) “substantial
shareholder” means a person who directly or indirectly controls, beneficially
owns or holds not less than twenty per cent of the voting rights of an
undertaking, company or body corporate;
(xxvii) “trading right
entitlement certificate or TRE certificate” means a certificate issued by a
stock exchange evidencing right of the TRE certificate holder to apply for
registration as a broker in accordance with the Broker and Agent Registration Rules,
2001 as amended from time to time;
(xxviii) “trading right
entitlement certificate holder or TRE certificate holder” means a person who is
issued a TRE certificate under Section 5, or purchases or acquires such TRE
certificate under Section 16 or is issued afresh TRE certificate in accordance
with the provisions of this Act; and
(xxix) “undertaking” means
any trade or business of a stock exchange.
(2) The
words and expressions used, but not defined in this Act, but which are defined
in the Companies Ordinance or the Securities Ordinance shall have the same
meaning as are assigned to them in these Ordinances.
CHAPTER-II
CORPORATISATION
3.
Demutualization Committee.—(1) The members of a stock exchange
shall not later than thirty clays from the commencement of this Act, in a
meeting of the stock exchange, ratify the creation and constitution of the
demutualization committee existing at such commencement.
(2) The
committee shall be fully authorized to,---
(a) approve the valuation
of the stock exchange to be undertaken by the investment bank pursuant to
clause (a), sub-section (I) of Section 4;
(b) enter into
negotiations and finalize the sale of not more than forty per cent of the total
issued share capital out of the shares lying in the blocked account with anyone
or more strategic investors or financial institutions;
(c) determine the offer
price for offer for sale of shares to general public.
(3) The
committee shall be fully empowered and bound to accept any price offered for
the sale of shares by the strategic investor that is equal to or greater than
the valuation carried out under Section 4, and finalize and enter into an
agreement for the sale of such shares to the strategic investor, and the
members, the shareholders including the initial shareholders and the stock
exchange shall be bound by such agreement:
Provided
that the decision whether to accept or reject an offer from a strategic
investor, if the price offered is less than the approved valuation, shall be
made in a meeting of the initial shareholders of the stock exchange through a
majority vote, unless the members while constituting the committee, gave such
authority to the committee.
4.
Submission of information by the stock exchange.—(1) Within forty-five
days of the commencement of this Act, each stock exchange shall, submit to the
Commission the following, namely:---
(a) a valuation of the
stock exchange approved by the committee as at any date that may be specified
by the Commission, based on the discounted cash flow or net asset value of the
stock exchange, or any other internationally accepted method of valuation
undertaken by a renowned international investment bank approved by the
Commission:
Provided that the
Commission may, on a reasoned request made by the stock exchange, extend the
time for the submission of the valuation of the stock exchange till 120 days
from the commencement of this Act;
(b) a re-valuation of the
assets and liabilities of the stock exchange as at 30th June, 2008, or as at
any other date as may be specified by the Commission, undertaken by a firm of
Chartered Accountants approved by the Commission in accordance with the
prescribed criteria based on which valuation, the number of shares of ten
rupees par value proposed to be issued will be determined;
(c) the proposed
authorized and paid-up capital of the stock exchange with the number of shares
to be issued;
(d) the names of members
of the stock exchange proposed to be the initial shareholders of the stock
exchange and the number and value of shares to be allotted to each such member:
Provided that the
shares allotted in pursuance of this sub-section shall be allotted for
consideration other than cash.
(e) the names of members
of the stock exchange, nominated to act as the first directors of the stock
exchange until such time as elections are held in accordance with this Act:
Provided that the stock
exchange shall nominate only four members to act as the first directors;
(f) the proposed plan for
the segregation of the commercial and regulatory functions of the stock
exchange;
(g) the draft memorandum
and articles of association of the stock exchange;
(h) a detailed five year
development plan for the stock exchange together with the capital expenditure
estimate and the sources of finance:---
Provided that the items
listed at clauses (b) to (h) of sub-section (1) shall be submitted to the
Commission after being duly approved by the Board of Directors of the stock
exchange.
(2)
Within thirty days of receipt of the information submitted by a stock exchange
under sub-section (1), the Commission shall, subject to the provisions of
sub-section (4), approve and communicate to the stock exchange the following
namely:---
(a) the revaluation of the
assets and liabilities of the stock exchange;
(b) the authorized and the
paid up capital of the stock exchange;
(c) the names of members
of the stock exchange proposed to be the initial shareholders of the stock
exchange;
(d) the number of shares
that may be allotted to each member of the stock exchange for consideration
other than cash;
(e) the names of members
nominated to act as first directors of the stock exchange;
(f) the plan for the
segregation of the commercial and regulatory functions of the stock exchange;
(g) the memorandum and
articles of association of the stock exchange; and
(h) the approved
development plan.
(3) At
the time of communicating the items listed in sub-section (2), the Commission
shall also communicate to the stock exchange the names of six persons to be
nominated by the Commission to act as the first directors of the stock exchange
with a direction to elect one of these persons as the Chairman of the Board of
Directors of the stock exchange.
(4) The
Commission may, if it deems necessary in the interest of the capital markets,
make appropriate amendments in any of the matters mentioned in sub-section (2),
other than the re-valuation carried out by the firm of Chartered Accountants,
before granting its approval:---
Provided
that before making any substantive amendments, the Commission shall inform the
stock exchange of such amendments, and if so required by the stock exchange in
writing, provide an opportunity of hearing to the stock exchange:---
Provided further that
any decision of the Commission under this sub-section (4) shall be final and
binding.
(5) The
valuation of the stock exchange as mentioned in clause (a) of sub-section (1),
shall be provided to the Commission in a sealed envelop and the Commission
shall keep the envelop sealed till the sale of shares to a strategic investor,
in which case it shall return the sealed envelop to the stock exchange. In case
there is no sale of shares to a strategic investor in the manner provided in
this Act, the Commission shall open the envelop in accordance with provisions
of Section 12.
(6) If a
stock exchange fails to comply with any or all of the requirements of
sub-section (1) within the stipulated time or any extension thereof, the
Commission shall undertake or decide as the case may be, the matters listed in
sub-section (1) and communicate the same to the stock exchange for further
compliance. Any action taken by the Commission in pursuance of this sub-section
shall be final and binding on the stock exchange and its members:
Provided
that it the Commission engages a renowned international investment bank for the
purposes of clause (a) of sub-section (1) or a firm of Chartered Accountants
for the purposes of clause (b) of sub-section (1), the cost of such valuation,
including all ancillary costs, shall be borne by the stock exchange being
valued.
5.
Procedure upon receiving approval or determination.—(1)
Within thirty days of being granted approval under sub-section (2) of Section 4
or a determination under sub-section (6) of Section 4, the stock exchange shall,---
(a) adopt in a
meeting of its members by a special resolution the approved memorandum and
articles of association;
(b) allot shares to the
members approved to be the initial shareholders in the approved numbers;
Provided that all
shares will be allotted in a dematerialized format and shall not, at any time
or for any reason, be convertible into physical format;
(c) deposit in a blocked
account sixty per cent of shares allotted to each initial shareholder and hold
these in the blocked account until such time as these shares are disposed of in
accordance with Section 12;
(d) issue a
certificate to each initial shareholder certifying the number of his shares
held in the blocked account; and
(e) issue a TRE
certificate to each initial shareholder.
(2)
Willful failure of a stock exchange to comply with any of the requirements of this
section shall be an offence under this Act.
(3)
Within seven days of the adoption of the memorandum and articles of association
as aforesaid, the stock exchange shall deliver to the Registrar,---
(a) a certified copy
of the special resolution by which the memorandum and articles of association
have been adopted;
(b) a certificate
from the auditors of the stock exchange certifying that all shares have been
allotted to the initial shareholders in a dematerialized format; and
(c) a certificate from CDC
that sixty per cent of the shares allotted to each initial shareholder have
been deposited in a blocked account in accordance with clause (c) of
sub-section (1) of Section 5.
6.
Procedure upon receiving memorandum of the stock exchange.—(1)
Within seven days of receipt of the information mentioned in sub-section (3) of
Section 5 and after confirmation from the Commission, the Registrar shall issue
a certificate of re-registration to the stock exchange as evidence of its
change in status from a company limited by guarantee to a public company
limited by shares.
(2) The
directors of the stock exchange holding office on the date of corporatisation
shall automatically cease to hold such office on receipt of the certificate of
re-registration by the stock exchange, and shall stand replaced by the first
directors.
7.
Effect of Corporatisation.—(1) All assets and liabilities of the stock
exchange as at the date of corporatisation shall remain the assets and
liabilities of the stock exchange.
(2) The
corporatisation of the stock exchange shall not,---
(a) create a new legal
entity or prejudice or affect its identity or continuity;
(b) adversely affect the
registration of the stock exchange under Section 5 of the Securities Ordinance;
(c) prejudice or affect
the continuity of its undertakings;
(d) render defective or
affect any legal, disciplinary or other proceedings brought by or again st it
prior to the date of corporatisation;
(e) affect the validity of
any regulation made by the stock exchange or the Commission in pursuance of
Section 34 of the Securities Ordinance;
(f) affect any
instruction, order, approval, notification, direction, act, requirement,
condition, consent, guideline, circular, undertaking, declaration, indemnity,
waiver, exemption, restriction or decision or other document howsoever called,
made, given or done by the stock exchange or the Commission in accordance with
or in pursuance of the Companies Ordinance or the Securities Ordinance or any
other law or rules and regulations made under such law in force at the date of
corporatisation, and such instruction, order, approval, notification,
direction, act, requirement, condition, consent, guideline, circular,
undertaking, declaration, indemnity, waiver, exemption, restriction or decision
or other document shall remain valid, binding and have effect in relation to
the persons to whom such instruction, order, approval, notification, direction,
act, requirement, condition, consent, guideline, circular, undertaking,
declaration, indemnity, waiver, exemption, restriction or decision is applied
until it is amended, repealed or otherwise expires;
(g) affect any right,
privilege, obligation or liability acquired by or accrued to the stock exchange
under the provisions of the Companies Ordinance or the Securities Ordinance or
any other law or rules and regulations made under any such law in force at the
date of corporatisation and shall not affect any legal, disciplinary or other
proceedings, remedy, inspection, investigation or inquiry in relation to such
right, privilege, obligation or liability and any such legal, disciplinary or
other proceedings, remedy, inspection, investigation or inquiry may be
instituted, continued or enforced after the date of corporatisation; and
(h) affect any action that
has been taken by the stock exchange for any breach of its regulations.
(3) Upon
the conversion of the stock exchange from a company limited by guarantee to a
company limited by shares, the liability of each member of the stock exchange
as guarantor shall be deemed to be extinguished immediately.
CHAPTER-III
DEMUTUALIZATION
8.
Demutualization. A stock exchange shall stand demutualised when the
Registrar has issued a certificate of re-registration to the stock exchange in
accordance with Section 6.
9.
Rights attached to shares in the blocked account.—(1) All rights in
respect of the sixty per cent shares of each initial shareholder deposited in
the blocked account shall vest and be exercised in the following manner,
namely:---
(a) the right to receive
dividends, bonus shares, rights shares and the proceeds of sale of these shares
shall vest in the initial shareholders:
Provided that the bonus
shares and right shares if any, shall be added to the blocked shares of the
initial shareholder and shall be disposed of along with those blocked shares in
the manner provided in this Act;
(b) the right to sell
these shares shall vest in the stock exchange to be exercised in the manner
provided in Section 12; and
(c) the right to exercise
the voting power attached to these shares shall remain suspended till the time
of sale of these shares in accordance with Section 12.
(2) The
blocked account shall be operated by the board of directors in the manner
prescribed by the Commission.
10.
Board of a stock exchange after demutualization and the election of directors.—(1) At any time after
the date of demutualization. TRE certificate holders or connected persons of
TRE certificate holders shall not hold the majority on the board of directors
of any stock exchange, or hold more than forty per cent of the total paid up
capital of the stock exchange.
(2)
Within thirty days of the date of demutualization, the stock exchange shall
hold an election of directors:---
Provided
that the elections shall only be in respect of the seats held by the first
directors nominated by the stock exchange. The nominees of the Commission shall
continue to hold office until such time as they stand replaced on a directive
of the Commission to allow co-option of nominees of the strategic investor, or
in subsequent elections by shareholder interest of the strategic investor and
financial institutions or representatives of the general public as the case may
be.
(3)
After the date of demutualization, the chairman of the Board of any stock
exchange shall always be from amongst those directors who do not represent the
TRE certificate holders or their connected persons.
11.
Effect of demutualization.—(1) From the date of demutualization, notwithstanding
anything to the contrary contained in any other law for the time being in force
or any agreement, award, judgment, decree or other instrument for the time
being in force, the demutualization of the stock exchange shall become binding
on all persons and authorities having any contractual or statutory, right,
power, obligation or liability in connection with the stock exchange.
(2) The
demutualization shall not adversely affect the registration of the stock
exchange under Section 5 of the Securities Ordinance.
(3) A
shareholder may or may not be a TRE certificate holder of the stock exchange
after demutualization.
(4) A
TRE certificate holder may or may not be a shareholder of the stock exchange
after demutualization.
12.
Divestment and issue of further shares.—(1) The Commission may at any time not
later than two years from the date of demutualization direct the stock exchange
and its shareholders to do one or more of the following, namely:---
(a) to enter into an agreement
with a strategic investor, within one year of such direction, for the sale of
not more than forty percent of its total issued share capital out of the shares
lying in the blocked account;
(b) to sell to the general
public through an offer for sale, not less than twenty percent of its total
issued share capital out of the shares lying in the blocked account within one
hundred and eighty days of the direction in accordance with applicable laws;
(c) to enter into
agreements with and to sell to local financial institutions any shares
remaining in the blocked account after sale of shares to the strategic investor
and the general public, within one year of the direction:
Provided that the
Commission may extend the period for compliance upon an application by the
stock exchange setting out the reasons for not being able to comply with the
said order within the specified time.
(2) A
stock exchange may, by special resolution issue further shares carrying extra
voting rights to a strategic investor with the prior written approval of the
Commission.
(3) In
case if no agreement for the sale of shares of the stock exchange is reached
with any strategic investor within one year of the direction given by the
Commission or within such time as may be extended by the Commission, the
Commission may open the sealed envelop containing the valuation of the shares.
(4) Upon
opening the sealed envelop, the Commission may take such steps or give such
directions as may be necessary for achieving the sale of shares, including but not
limited to,---
(a) ordering the sale of
shares to a strategic investor who had earlier made an offer to purchase the
shares, if the price offered by such strategic investor was equal to or more
than the valuation of the shares contained in the sealed envelop; or
(b) ordering a fresh
auction of the shares and selling to the highest bidding strategic investor or
financial institutions such number of shares and in such manner as the
Commission may specify; or
(c) ordering a revaluation
of the stock exchange at the cost of the stock exchange and in such manner as
the Commission may specify.
(5) Notwithstanding anything contained in sub-Sections
(1) to (4), if a stock exchange fails to comply with any or all of the
directions given to the stock exchange under sub-section (1), the Commission
may determine and conclude the matters listed in sub-section (1) in such manner
as may be prescribed and any such determination by the Commission shall be
final and binding on the stock exchange, its shareholders including the initial
shareholders and the CDC.
(6)
Refusal by any initial shareholder to accept an agreement duly entered in
accordance with the provisions of this Section 12, or failure by any person to
comply with any directions given by the Commission, or the willful failure of
the committee to sell the shares if the offer price received for such shares is
equal to or more than the approved valuation, shall be an offence.
13.
Sale and purchase of shares by a strategic investor and a financial
institution.—(1) A strategic investor or a financial institution
who acquires shares under Section 12 may sell its shareholding in a stock
exchange only to another strategic investor or a financial institution as the
case may be, with the prior written approval of the Commission.
(2) A
strategic investor may acquire such further shares of a stock exchange in which
it is a strategic investor to enable it to increase its shareholding up to
fifty one percent of the total paid up capital, subject to the following
conditions, namely:---
(a) the prior approval of
the Commission is obtained for such further acquisition of shares;
(b) the further
acquisition is made not less than three years after it acquires shares under
Section 12; and
(c) the shares are
purchased from the market by making a public offer in a transparent manner.
(3) No
financial institution who has acquired shares under Section 12 may acquire any
further shares from the general public:---
Provided
that a financial institution may acquire shares from another financial
institution with prior approval of the Commission.
(4) The
Commission may, by order in writing and reasons to be recorded, relax any one
or all of the restrictions provided in sub-Sections (1) to (3) after four years
of date of demutualization.
(5) The
provisions of the Listed Companies (Substantial Acquisition of Voting Shares
and Takeovers) Ordinance, 2002 (CIII of 2002) shall not apply to any
acquisition of voting shares of a stock exchange by a strategic investor.
14.
Powers of the Commission to require divestment.—(1) If an initial
shareholder, a member of the general public (including a company) or a TRE
certificate holder directly or indirectly acquires more than one percent of the
shares of a stock exchange, the Commission may direct such person to divest
these shares in a manner as may be specified by the Commission from time to
time or on a case to case basis.
Explanation.—For the purposes of
this sub-section a person shall be deemed to have acquired shares indirectly if
these shares have been acquired by a connected person of such person.
(2) If a
financial institution other than a financial institution who acquire shares
under Section 12, directly or indirectly acquires more than five percent of the
shares of a stock exchange, the Commission may direct such financial
institution to divest these shares in a manner as may be specified by the
Commission from time to time or on a case to case basis.
Explanation.—For the purposes of
sub-section (2) a financial institution would be deemed to have acquired shares
indirectly if these shares have been acquired by a connected person of such
financial institution.
(3) The
limits on the holding of shares by persons mentioned in sub-Sections (1) and
(2) may be amended by the Commission from time to time if deemed necessary.
(4)
Willful failure to comply with any provisions of this section or any directions
issued by the Commission hereunder shall be, an offence under this Act.
15.
Listing of shares.—(1) The shares of a stock exchange shall be listed,
on any such stock exchange and within any such time as the Commission may
prescribe in consultation with the board of directors of the stock exchange
which is to be listed.
(2)
Where the shares of a stock exchange are listed on itself, the Commission shall
act as the front line regulator of such stock exchange for such listing, and
notwithstanding anything contained in any other law, shall have the necessary
powers and authority to regulate and administer all the laws, rules and
regulations prescribed for such matter.
(3) The
self-listing of the stock exchanges under this section shall be administered
and managed by the Commission in such manner as may be prescribed.
(4) A
stock exchange shall make an application for the listing of its shares on
itself in the manner and form, and subject to such conditions, as the
Commission may prescribe.
(5) Upon
receipt of an application under sub-section (4), the Commission may if it is
satisfied, after making such inquiry and receiving such further information as
it may consider necessary, that the application fulfils the prescribed
conditions for listing, order the, listing of the shares.
(6)
Willful failure of a stock exchange to comply with any prescribed condition or
direction of the Commission shall be an offence under this Act.
16.
Trading rights.—(1) An initial shareholder who is issued a TRE
certificate under Section 5 shall, if not already registered as a broker with
the Commission, be entitled to be so registered not later than two years from
the date of demutualization provided that he meets the fit and proper criteria:---
Provided
that such TRE certificate holder shall commence business not later than six
months from the date of registration as a broker.
(2) A
TRE certificate issued under Section 5, may only be transferred once in a
manner as may be prescribed:---
Provided
that transfer of the TRE certificate by a registered broker shall result in the
cancellation of his registration as broker.
(3) Any
fit and proper person who acquires a TRE certificate from an initial
shareholder in accordance with sub-section (2), shall gel himself registered as
a broker not later than six months from the date of acquiring the TRE
certificate, and shall commence business not later than twelve months from the
date of acquiring the TRE certificate.
(4) A
stock exchange shall not issue new TRE certificates to any person until 30th
June, 2010 unless two-third majority of TRE certificate holders of a stock
exchange decide otherwise.
(5)
After 1st July, 2010 till 31st December, 2019, a stock exchange shall offer for
issuance fifteen TRE certificates each year in the manner prescribed by the
Commission
(6)
After 2019, no restriction shall be placed on the issuance of TRE certificates
by the stock exchange, and any person who meets the fit and proper criteria for
registration as a broker shall be eligible to be issued a TRE certificate.
(7) Any
person who is issued a new TRE certificate shall get himself registered as a
broker not later than six months from the date of issuance of such TRE
certificate and shall commence business not later than three months from the
date of registration as a broker.
(8)
After the date of demutualization, only a private company or a public company
as defined in the Companies Ordinance, 1984 (XLVII of 1984) shall be eligible
to obtain registration as a broker on a stock exchange:---
Provided
that any TRE certificate holder who is registered as a broker on a stock
exchange on the date of commencement of this Act shall not be required to
convert in to corporate brokerage house till one year from the commencement of
this Act.
Explanation.—For the purpose of
this sub-section the expression “Corporate brokerage house” means a private
company or a public company which is registered as a broker.
(9) All
Corporate brokerage houses shall comply with the provisions of the Code of
Corporate Governance issued by the Commission as amended from time to time.
(10)
Except as provided in sub-section (2) all TRE certificates shall be
nontransferable.
(11)
Failure of a person, holding a TRE certificate including an initial
shareholder, to get himself registered as a broker or commence business within
the different periods specified in this section, or in the case of an initial
shareholder, to transfer the TRE certificate within two years from the date of
demutualization, shall result in the lapse of such TRE certificate.
(12) The
Commission shall prescribe the manner, form and procedures for the transfer and
issuance of any TRE certificate in any stock exchange.
CHAPTER-IV
INTEGRATION
17.
Integration without application to the Court—(1) Any two or more
stock exchanges may, upon filing of a scheme of integration, and after
compliance with such procedures as may be prescribed, be integrated by an order
of the Commission, so as to transfer and vest in the successor stock exchange (“the
successor stock exchange”) all the assets, undertakings and liabilities of any
stock exchange which, upon such integration, is proposed to cease to exist (“the
transferor stock exchange”), Stock exchanges desirous of integrating may also
do so by creating a new legal entity to which the assets, undertakings and
liabilities of each of the stock exchanges may be transferred.
(2) A
scheme of integration may only be submitted to the Commission under sub-section
(1) after it has been approved by a special resolution of the shareholders of
each stock exchange.
(3) The
successor stock exchange, if already registered as a stock exchange, shall not
be required to apply to the Commission for fresh registration. Where however, a
new legal entity is created as a result of integration, such entity shall apply
for registration as a stock exchange under Section 5 of the Securities
Ordinance. The registration granted to any existing stock exchange which ceases
to exist after the integration shall lapse upon such integration.
18.
Power of the Commission to approve a scheme of integration.—(1) On receipt of a
scheme of integration under Section 17, the Commission may approve the scheme
in principle. Upon such approval, the stock exchanges shall publish the scheme
of integration in two daily newspapers of national coverage, requiring the
stakeholders to intimate directly to the Commission in writing, within the 15th
day from the date of such publication, the reasons, if any, why the Commission
should not approve the scheme of integration. Upon receipt of any written
objections to the scheme of integration, the Commission shall provide a
reasonable opportunity of being heard to such objectors.
(2) The
Commission may make such inquiry and obtain such further information, us it may
deem necessary, in order to determine as to whether to finally approve the
scheme of integration or not.
(3) The
Commission may, if satisfied that the requirements of the prescribed procedure
have been complied with, approve the scheme of integration with such
modifications, if any, as it may deem appropriate, and specify the effective
date of integration.
(4)
Where a scheme of integration is approved under sub-section (3), it shall be
posted on the website of the Commission and published in the official Gazette.
In addition, the stock exchange shall publish the approved scheme in two daily
newspapers of national circulation.
(5) With
effect from the date of the order of approval of the scheme of integration,
notwithstanding anything to the contrary contained in any other law for the
time being in force or any agreement, award, judgment or decree, the scheme of
integration shall have effect and shall be binding on all persons interested in
the transferor stock exchange or the successor stock exchange (or the new legal
entity as the case may be) including all shareholders, stakeholders and
employees of the stock exchanges and all persons having an interest in any
asset, undertaking or liability of either the transferor stock exchange or the
successor stock exchange (or the new legal entity as the case may be).
(6)
Notwithstanding anything to the contrary contained in any other law for the
time being in force, with effect from the date of the order approving the
scheme of integration. All the assets, undertakings and liabilities of the
transferor stock exchange shall, in accordance with the scheme of integration,
stand transferred to, and vest in, the successor stock exchange, and the
transferor stock exchange shall, with effect from the date of such order, cease
to exist.
(7) The
stakeholders of the transferor stock exchange shall, with effect from the date
of the order approving the scheme of integration, become the stakeholders of
the successor stock exchange or the new legal entity as the case may be.
(8) The
Commission may make such further or consequential orders or give such
directions, as it deems necessary, in order to effect the integration of the
stock exchanges in accordance with the approved scheme of integration.
(9) Where
the Commission is satisfied that it would not be in the interest of either the
capital and stock markets or the general public to approve the scheme, it may
by an order in writing, reject the scheme:---
Provided
that the Commission shall, prior to issuance of such order, give a reasonable
opportunity of being heard to the stock exchanges seeking integration.
CHAPTER-V
OFFENCES AND
PENALTIES
19.
Powers of the Commission.—(1) Where the Commission is satisfied that a stock
exchange, a director of a stock exchange, committee member, shareholder. TRE
certificate holder or any other person, has prima facie committed an offence
under this Act or has contravened any provision of this Act or the regulations
hereunder, the Commission may provide a reasonable opportunity of hearing to
the stock exchange, the director, a shareholder TRE certificate holder or
committee member as the case may be.
(2) If
after giving a reasonable opportunity of hearing to the stock exchange, its
directors, shareholders, TRE certificate holders or committee member as the
case may be, the Commission is satisfied that any of the aforementioned persons
has knowingly and willfully committed an offence under this Act, it may,---
(a) direct the stock
exchange to pay to the Commission by way of penalty a sum not exceeding twenty
million rupees or suspend or cancel the registration of the stock exchange;
(b) direct each director
responsible for such failure to pay to the Commission from his own sources by
way of penalty a sum not exceeding one million rupees or suspend or remove such
director from the Board of the stock exchange;
(c) direct each
shareholder guilty of an offence under this Act to pay to the Commission from
his own sources by way of penalty a sum not exceeding one million rupees;
(d) direct each TRE
certificate holder guilty of an offence under this Act to pay to the Commission
from his own sources by way of penalty a sum not exceeding one million rupees;
and
(e) direct each committee
member guilty of an offence under this Act to pay to the Commission from his
own sources by way of penalty a sum not exceeding one million rupees.
(3) Any
sum directed by the Commission to be paid under sub-section (2) shall be
recoverable by the Commission as arrears of land revenue.
(4)
Notwithstanding anything to the contrary contained herein, the Commission may,
if it is satisfied that a TRE certificate holder, whether or not he is a
shareholder of the stock exchange, has wilfully and knowingly failed to comply
with the provisions of this Act. suspend or cancel the TRE certificate.
CHAPTER-VI
MISCELLANEOUS
20.
Restriction on amendments to the Memorandum and Articles and further issue of
capital.—(1) A stock exchange shall not make any amendments to its Memorandum
and Articles of Association without the prior written approval of the
Commission.
(2) A
stock exchange shall not issue further shares without the prior written
approval of the Commission.
21.
Winding up of a stock exchange.—A stock exchange shall not commence any
proceedings for winding up, whether voluntary or otherwise, without the prior
written approval of the Commission:---
Provided
that notwithstanding anything contained in any other law for the time being in
force, the Commission shall have the power to take all necessary steps to
rehabilitate a stock exchange that is facing financial or operational problems,
in a manner as may be prescribed.
22. Prohibition on sale etc of
assets of the stock exchange. No
stock exchange shall sell immovable assets owned by the stock exchange at the
date of corporatisation without the prior approval of the Commission and shall
ensure that all assets are utilized in furtherance of the business of the stock
exchange.
23. Power to make regulations. The Commission, may, by notification in the official
Gazette, make regulations for carrying out the purposes of this Act.
24. Power to give directions.—(1) The Commission shall have the power to give such
directions to a stock exchange, either jointly or severally, or to a
shareholder, or a committee member, or a TRE certificate holder as the
Commission deems necessary for achieving the purposes of this Act.
(2) The stock exchange, shareholder,
TRE certificate holder or committee member to which a direction is issued under
this section or any other section of this Act shall be bound to comply with the
same and failure of a stock exchange, shareholder. TRE certificate holder or
committee member to comply with any such direction shall be an offence under
tins Act.
25. Act to override other laws. The provisions of this Act shall have effect
notwithstanding anything to the contrary contained in any other law for the
time being in force.
26. Savings. Save as otherwise provided in his Act, nothing in this
Act shall curtail of deem to affect or Curtail the powers of the Commission under
the Securities and Exchange Commission of Pakistan Act, 1997 (XII of 1997), the
Companies Ordinance, the Securities Ordinance or any other law for the time
being in force.
27. Removal difficulty. It any difficulty arises in giving effect to the
provisions of this Act, the Federal Government may, not inconsistent, with the
provisions of this Act, give such directions as it may consider necessary for
the removal of such difficulty.
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