Government of Pakistan
Securities and Exchange Commission of Pakistan -.-.-.-

Islamabad, the 5th December, 2022

NOTIFICATION

S. R. O. 2192 (I)/2022.- In exercise of the powers conferred by section 512 read with section 134 of the Companies Act, 2017 (XIX of 2017), the Securities and Exchange Commission of Pakistan, hereby makes the following amendments in the Companies (Postal Ballot) Regulations, 2018, the same having been previously published in the official Gazette vide S.R.O 569 (I)/2022 dated April 30, 2022 for public consultation, namely:-

AMENDMENTS

In the aforesaid Regulations, -

(1) in regulation 2, sub-regulation (1),-

(a) in clause (e), the word “and” shall be omitted;

(b) in clause (f), at the end, the word “and” shall be inserted and thereafter the following new clause (g) shall be added, namely: - “(g) “scrutinizer” means scrutinizer appointed under regulation 11 of this regulation.”;

(2) in regulation 3, in clause (b), for the words “in case of election of directors” the words “for all businesses classified as special business under the Act and in case of election of directors, if the number of persons who offer themselves to be elected is more than the number of directors fixed under sub-section (1) of section 159 of the Act” shall be substituted;

(3) in regulation 4,-

(a) existing sub-regulation (1) shall be re-numbered as (1B);

(b) before sub-regulation (1), renumbered as aforesaid, the following new sub-regulations shall be inserted, namely: - “(1) The right of vote through postal ballot shall be provided to members of every company, subject to the requirements of sections 143 and 144 of the Act. (1A) The right to vote through electronic voting facility and voting by post shall be provided to members of every listed company for all businesses classified as special business under the Act and in case of election of directors, if the number of persons who offer themselves to be elected is more than the number of directors fixed under sub-section (1) of section 159 of the Act.”;

(c) after sub-regulation 3, the following new sub-regulation shall be inserted, namely: - “(4) In case of election of directors and transactions specified as special business under the Act, a listed company shall send information to members as provided in sub-regulations (2) and (3) along with the

information about scrutinizer, where required under Regulation 11, including but not limited to, -

(a) his /her name,

(b) qualification and experience; and

(c) purpose of his/her appointment,

not later than seven days before the date of general meeting and the provisions of regulation 7 shall apply.”;

(4) in regulation 8, -

(a) in sub-regulation (1) after the words “in which poll is demanded”, for the expression, “publish ballot paper,” the expression “upload the ballot paper on its website and publish the same” shall be substituted; and

(b) for sub-regulation (2), the following shall be substituted, namely, - “(2) Where, in addition to e-voting, the option of voting through ballot paper is provided by the Company in case of election of directors or transactions specified as special business under the Act, the Company shall publish the ballot paper and information as provided in sub-regulation (1) in newspapers and also upload the ballot paper on its website not later than seven days before the general meeting and the provisions of regulation 9 shall apply.”;

(5) in regulation 10, -

(a) in sub-regulation (3), after the words “demanding the poll”, the words “and two witnesses not in employment of the Company. The Chairman of the meeting shall ensure completeness and accuracy of the results of the voting.;”; and

(b) after sub-regulation (5), the following new sub-regulation (6) shall be inserted, namely: -

“(6) Where a scrutinizer has been appointed under Regulation 11 by the Board, the Chairman shall also, -

(a) ensure that the scrutinizer(s) is provided, prior to members meeting, with the register of members, specimen signature of the members, relevant details pertaining to members and any other document related to the voting process including an independent certification report and flow chart of the e-voting system;

(b) ensure presence of scrutinizer while unblocking the results of e-voting;

(c) record the time and date of receipt of the report submitted by the scrutinizer under Regulation 11 A (3);

(d) immediately after the receipt of the scrutinizer’s report as per Regulation 11A (3), announce the result in the meeting and place the same along with the scrutinizer’s report, on the website of the Company.; and

(e) ensure that the company maintains record of shareholders, either manually or electronically, of the assent and dissent received including the votes that are considered invalid, along with the particulars of name, folio number and total number of

shares held, as mentioned but not limited to the format provided in Annexure II.”;

(6) for heading “CHAPTER V: ELECTION OF DIRECTORS”, the heading “CHAPTER V: APPOINTMENT AND RESPONSIBILITES OF SCRUTINIZER” shall be substituted;

(7) for regulation 11, the following shall be substituted, namely, -

“11. Appointment of Scrutinizer. (1) The Board of a listed company shall appoint a scrutinizer for the purpose of voting in the meeting where following businesses are to be transacted,-

(a) businesses mentioned in section 183 (3) (a) and (b) of the Act;

(b) investment in associated companies as mentioned in section 199 of the Act except where investment is made in wholly owned subsidiary; and

(c) election of directors:

Provided that listed companies are required to appoint scrutinizer under this regulation after three months from date of publication of this amending notification.

(2) The scrutinizer appointed under sub-regulation (1) shall, -

(a) be the statutory auditor of the company or any other auditor fulfilling requirements stated in section 247 of the Act and having satisfactory QCR Rating from the Institute of Chartered Accountants of Pakistan (ICAP); and

(b) shall in the opinion of the Board has necessary knowledge and experience to independently scrutinize the voting process.

(3) The scrutinizer appointed under sub-regulation (1), may take assistance of any person who is not in employment of the company for the purpose of fulfilling his/her responsibilities.”;

(8) after regulation 11, substituted as aforesaid the following new regulation 11A shall be inserted, namely: -

“11A. Responsibility of Scrutinizer. - (1) The scrutinizer appointed under Regulation 11 shall, -

(a) observe that satisfactory procedures of the voting process including adequate precautionary measures to comply with the requirements of these regulations are in place;

(b) validate the voting results compiled by the Company which includes votes cast in person, through proxy, video-link and postal ballot immediately after the conclusion of the voting;

(c) in case of e-voting, ensure presence at the time of unblocking the votes by the chairman to observe and oversee the process;

(d) be available in the general meeting and observe the count of the votes cast, either manually or electronically;

(e) observe that there is no duplication of votes cast, either manually or electronically;

(f) maintain a record of shareholders, either manually or electronically, to record the assent and dissent received along with the particulars of name, folio number and number of shares held;

(g) maintain record of the votes that are considered invalid; and

(h) perform any other role and responsibility as may be directed or specified by the Commission from time to time.”

(2) The scrutinizer shall submit to the Chairman a duly signed consolidated report on voting process and votes casted as soon as possible on the same day of general meeting on the format as provided in Annexure III.”

(9) after regulation 11A, the following shall be inserted, namely:-

“CHAPTER VI MISCELLANEOUS

“11B. Penalty for contravention of these regulations. — (1) Whoever fails or refuses to comply with, or contravenes any provision of these regulations, or authorizes or permits such failure, refusal or contravention shall be punishable with penalty as provided in sub-section (2) of section 512 of the Act.

(2) The penalty to be imposed under this regulation shall be in addition to any other actions that may be taken by the Commission.”; and

(10) For Annexure II, the following shall be substituted:

“Annexure II Regulation 10 and 11A Results of Voting on Resolutions/Execution Report

Name of the Company
Date of the general meeting
Date of poll
Dates for casting e-voting
Last date of receiving postal ballot
Any other related information

Resolutions:

Resolution 1	Details
Resolution 2	Details
Resolution 3	Details

Vote casted in person or through proxy:

Particulars Result of resolutions (In case of election of directors amend accordingly) Name of member* / Folio No. Present in person or through proxy No. of Shares held or no. of votes No. of Votes Casted No. of Invalid Votes Resolution No. 1 Resolution No. 2 Resolution No. 3

					Favor	Against	Favor	Against	Favor	Against
Total

*In case of votes casted through proxy, mention the name of the proxy holder besides names of the member.

Vote casted through e-voting:

Particulars Result of resolutions (In case of election of directors amend accordingly) Name of member/Folio No. Shares held or no. of votes No. of Votes Casted No. of Invalid Votes Resolution No. 1 Resolution No. 2 Resolution No. 3 Favor Against Favor Against Favor Against Total

Vote casted through post:

Particulars Result of resolutions (In case of election of directors amend accordingly) Name of member/Folio No. Shares held or no. of votes No. of Votes Casted No. of Invalid Votes Resolution No. 1 Resolution No. 2 Resolution No. 3 Favor Against Favor Against Favor Against Total

Consolidated Results of Voting:

S.No .	Resolutions (In case of election of directors, amend accordingly)	Total No. of Shares/ Votes Held	Total Number of Votes Casted	Total Number of Invalid Votes	Number of Votes Casted in Favour	Number of Votes Casted Against	Percentage of Votes Casted in Favour	Resolution Passed/Not Passed	Remarks
1.	Resolution 1
2.	Resolution 2
3.	Resolution 3

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Signature of Chairman
Place:
Date:”;

(11) after Annexure II, substituted as aforesaid, the following new Annexures III shall be inserted,-

“Annexure III Report of Scrutinizer [Regulation 11(A)]

To,
Chairman
______________ Annual / Extraordinary General Meeting of ___________ Limited Held on ______________ at _________________ Dear Sir,

I/We, ____________________________, appointed as Scrutinizer by the board of directors of ___(“the Company”) under the Postal Ballot Regulations, 2018 (“the Regulations”), for the purpose of monitoring and validating the voting undertaken on the below mentioned resolution(s), as per the requirements of the Regulations, at the meeting of the Company, held on ___at, submit our report as required under the Regulations as under:

1. Details of voting taken place during the meeting are as following:

Vote casted in person or through proxy:

Particulars Result of resolutions (In case of election of directors amend accordingly) No. of Members present in Person No. of Members present through Proxy Total No. of Shares held or no. of votes Total No. of Votes Casted Total No. of Invalid Votes Resolution No. 1 Resolution No. 2 Resolution No. 3 Favor Against Favor Against Favor Against Total

Vote casted through e-voting:

Particulars Result of resolutions (In case of election of directors amend accordingly) No. of Members Casting the Vote Total No. of Shares held or no. of votes Total No. of Votes Casted Total No. of Invalid Votes Resolution No. 1 Resolution No. 2 Resolution No. 3 Favor Against Favor Against Favor Against Total

Vote casted through post:

Particulars	Result of resolutions (In case of election of directors amend accordingly)
No. of Members Casting the Vote	Total No. of Shares held or no. of votes	Total No. of Votes Casted	Total No. of Invalid Votes	Resolution No. 1		Resolution No. 2		Resolution No. 3
				Favor	Against	Favor	Against	Favor	Against
Total

Consolidated Report of Voting:

S.No .	Resolutions (In case of election of directors, amend accordingly)	Total No. of Shares/ Votes Held	Total Number of Votes Casted	Total Number of Invalid Votes	Number of Votes Casted in Favour	Number of Votes Casted Against	Percentage of Votes Casted in Favour	Resolution Passed/Not Passed	Remarks
1.	Resolution 1
2.	Resolution 2
3.	Resolution 3

2. That the voting process was conducted by the Company as per the requirements of the Postal Ballot Regulations 2018 except for the matters disclosed below (if any):

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3. Any other necessary information that the Scrutinizer would like to disclose for the information of members of the Company:

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Other Details:

Date and Time of un-blocking of e-voting results by the Chairman.
Last date and time of receiving postal ballot by the Company.

Resolutions:

Resolution 1	Details
Resolution 2	Details
Resolution 3	Details

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Name & Signature of Scrutinizer:
Place:
Date:”.

[File No. SMD/SE/2(321)/2022]

( Bilal Rasool )
Secretary to the Commission