Delegation of Powers and Functions to Commissioner, Executive Director, and Registrars

SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN * Islamabad, 14th July, 2009 NOTIFICATION S.R.O.659(I)/2009.- In exercise of the powers conferred by section 10 of the Securities and Exchange Commission of Pakistan Act, 1997 (the Act) read with section 20(4)(o) thereof, and in partial modification of its notifications No. S.R.O.1061(I)/2005 dated 18th October, 2005, S.R.O. 971(I)/2006, dated 11th September, 2006 S.R.O. 839(I)/2008, dated 11th August, 2008 and SRO 908(I)/2008, dated 29th August, 2008, the Securities and Exchange Commission of Pakistan (the Commission), subject to such conditions and limitations as it may from time to time impose, hereby delegates the following powers and functions of the Commission to its Commissioner and officers, namely:- (a) POWERS AND FUNCTIONS OF THE COMMISSION DELEGATED TO THE COMMISSIONER, COMPANY LAW DIVISION (REGISTRATION DEPARTMENT). S. No. Relevant section of the Companies Ordinance, 1984 Nature of power/function 1 30(4)(b) To hear appeal against order of the Registrar.
2. 42 To grant licence to associations not for profit.
3. 186 To take cognizance of contravention of sections
174 to 185, if penalty involves debarment of director(s) in addition to fine, in the case of a private or non-listed public company.
4. 246(1) To require private and non-listed public companies
to submit additional statements and accounts.
5. 468(4)(b) To hear the appeal against the order passed under
section 468(1) in case of order of refusal passed or
upheld in appeal by the Registrar.
6. 476(1)(c) To impose a fine (other than fine in addition to, or
in lieu of imprisonment) as provided for any offence, contravention of, or default in complying 1

with provisions of the Companies Ordinance, 1984, which fall within the jurisdiction of Commissioner through delegation of powers.
7. 477(1)(b) To hear a revision application against an order
passed by the Executive Director (Registration Department) or the Registrar of Companies.
8. 478 To exercise the powers of a court under the Code
of Civil Procedure in matters specified in this
section.
9. 479 To issue a directive to the chief executive or other
officer of the company to appear before him personally and answer the charges.
10. 484(1) To hear a revision application against an order
passed by Executive Director (Registration Department) or the Registrar of Companies.
11. 484(2) To review the order originally made by him.
12. 488 To grant relief in cases in which the powers have
been delegated by the Commission.
13. 495(1) To award punishment for non-compliance of the
orders passed in pursuance of the power delegated.
14. 499 To accord approval subject to conditions in cases
where powers of the Commission have been delegated. S. No. Relevant regulation of the Companies (Registration Offices) Regulations, 2003 Nature of power/function
1. 24 To assign any of the duties under the Companies
Ordinance, 1984, the Companies (General Provisions and Forms) Rules, 1985 or the Companies (Registration Offices) Regulations, 2003 and generally regulate performance of duties and issue directions to the registrar concerned or officials subordinate to the registrar concerned. (b) POWERS AND FUNCTIONS OF THE COMMISSION DELEGATED TO EXECUTIVE DIRECTOR (REGISTRATION DEPARTMENT) S. No. Relevant section of the Companies Ordinance, 1984 Nature of power/function
1. 44 To approve the conversion of a public company
into a private company.
2

2. 46 To grant relief from the consequences of default
in complying with conditions constituting a company as a private company.
3. 78A To hear the appeal against refusal for registration
of transfer or transmission of shares of a private or non-listed public company.
4. 84 To sanction issue of shares of private and non￾listed companies at discount and to extend the
time beyond sixty days after the date on which the sanction is issued.
5. 86 To allow a public non-listed company to raise its
further capital without issue of right shares.
6. 131 To adjudicate and order rectification of register of
mortgages.
7. 195(1) To approve grant of a loan to director of a private
company or a non-listed public company, for purposes specified in proviso to section 195(1)(e).
8. 206(2) To grant exemption from bar on appointment of
managing agents in case of companies other than listed companies.
9. 206(3) To approve appointment of a sole purchase, sale
or distribution agent of a private company or a non-listed public company.
10. 207 To approve appointment of sole agents etc. in the
case of a private or non-listed public company.
11. 209(5)(b) To approve a scheduled bank or a financial
institution in the context of the provisions exempting a private or non-listed public company from holding investments in its own name.
12. 231(1) To authorize an officer to inspect books of
account of a company other than a listed company.
13. 234A To order special audit of a private or non-listed
public company and appoint auditor to carry out detailed scrutiny of the affairs of such company.
14. 236(2)(b) To exempt a non-listed public company from the
disclosure in the directors’ report of the changes concerning the nature of the business of the company during a financial year.
15. 237(8) To grant exemption from provisions relating to
consolidated financial statements.
16. 238(2) To extend financial year of a holding company
with regard to a subsidiary’s financial year for companies other than listed companies and to exempt a holding company or its subsidiary to 3

hold AGM within the relevant calendar year under specific circumstances.
17. 251(2) To allow private and non-listed public companies
to with-hold or defer payment of dividend.
18. 252(6) & (8) To appoint auditors and to fix their remuneration
for private or non-listed company in circumstances specified in section 252(6)
19. 254(7) To appoint an auditor of a private or non-listed
company in place of an unqualified/ disqualified person appointed by a company.
20. 258 To conduct the cost audit and approve
appointment of cost auditor of a private or non￾listed pubic company.
21. 263 & 265 To appoint inspectors to investigate into the
affairs of private or non-listed public companies.
22. 264 To require the applicants requesting for
investigation of non-listed companies to provide sufficient evidence and deposit security for payment of the costs of investigation.
23. 267 To accord approval to the inspectors for
investigation into associated companies, body corporate and any person related to company, whose matter are to be investigated.
24. 269 To direct inspectors to make interim reports and
on conclusion of the investigation make a final report to the Commission.
25. 271 To apply to the Court for issue of an appropriate
order against management of a private or non￾listed public company, on the basis of findings of inspector.
26. 275 To cause making of an application to the Court
for winding up a private or non-listed public company and/or for an order under section 290.
27. 276 To initiate proceedings for recovery of damages
or property.
28. 277 To defray and reimburse expenses of
investigation and to do all acts incidental.
29. 279 To impose restrictions on transfer of shares and
debentures in certain cases.
30. 309 To perform all functions and exercise all powers
of the Commission under section 309, in the case of winding up of a private or non-listed public company. 4

31. 319 To apply to Court to stay winding up of a private
or non-listed public company.
32. 418(3) To appoint inspector to investigate the matters
reported by the registrar.
33. 432(6) To accord approval for payment of money kept
under the Companies Liquidation Account.
34. 434 To make appointment of auditors and fix their
remuneration, if no such appointment is made by the members or creditors on the application of liquidator.
35. 439(9) To order restoration of the name of a defunct
company.
36. 476(1)(c) To impose a fine (other than fine in addition to, or
in lieu of imprisonment) as provided for any offence, contravention of, or default in complying with provisions of the Companies Ordinance, 1984, which fall within the jurisdiction of Executive Director (Registration Department) through delegation of powers.
37. 478 To exercise the powers of a court under the Code
of Civil Procedure in matters specified in this
section.
38. 479 To issue a directive to the chief executive or other
officer of the company to appear before him personally and answer the charges.
39. 481 To direct company prosecutor to present an
appeal against the order of acquittal.
40. 482 To order for payment of compensation in cases of
frivolous or vexatious prosecutions.
41. 483 To direct that the whole or any part of the fine
imposed shall be applied towards payment of cost of proceedings; rewarding the person on whose information the fine recovered; and payment of compensation to an aggrieved party.
42. 484(2) To review the order originally made by him.
43. 488 To grant relief in cases in which the powers have
been delegated by the Commission.
44. 492 To adjudicate upon matter of submitting any false
statement.
45. 493 To make necessary orders and to impose penalty
for wrongful withholding of property of a private or non-listed public company.
46. 495(1) To award punishment for non-compliance of the
orders passed in pursuance of the power delegated. 5

47. 499 To accord approval subject to conditions in cases
where powers of the Commission have been delegated.
48. 507 To permit use of Urdu words or abbreviations for
the purpose of the Ordinance.
49. To enforce compliance with all the provisions of the Companies
Ordinance, 1984 as applicable to companies other than listed companies except NBFCs and insurance companies. S. No. Companies (General Provisions and Forms) Rules, 1985 Nature of power/function
1. 6(4)(iii) To approve change in the Memorandum and Articles
of Associations of companies formed under section 42 of the Companies Ordinance, 1984. S. No. Relevant rule of the Companies (Audit Of Costs Account) Rules, 1998 Nature of power/function 1 3(2) To accord approval of appointment of cost auditor S. No. Relevant rule of the Companies Share Capital (Variation In Rights & Privileges) Rules, 2000 Nature of power/function
1. 5(1) To accord approval for issue of further share capital
carrying different rights in case of private and non￾listed companies. S. No. Relevant regulation of the Companies (Registration Offices) Regulations, 2003 Nature of power/function
1. 23 To authorize the registrar concerned or any other
person to institute or cause to be instituted any legal proceedings or defend or conduct or cause to be defended or conducted any other legal proceedings. 6

2. 27(2) To specify the form and manner of annual report to
be furnished by the Registrar of Companies.
S. No.
Single Member
Companies Rules,
2003
Nature of power/function
1. 9 To approve the conversion of private company
into single member company.
(c) POWERS AND FUNCTIONS OF THE COMMISSION DELEGATED TO REGISTRAR OF COMPANIES S. No. Relevant section of the Companies Ordinance, 1984 Nature of power/function
1. 37 (3) & (4) To decide as to whether or not certain name of a
company is in violation of the provisions of this
section.
2. 170 To call or direct the calling of an over-due
statutory meeting, annual general meeting or an extra-ordinary general meeting of non-listed and private companies.
3. 186 To take cognizance of contravention of sections
174 to 185, if penalty does not involve debarment of director(s) in the case of a private or non-listed company.
4. 262(3) To extend the time for retention of record seized
under section 262(1) or (2) for further 30 days.
5. 326(5) To take cognizance of any lapse, delay or other
irregularity on the part of official liquidator.
6. 427(2) To allow the creditors or the contributories to
inspect the documents in case of voluntary winding up.
7. 467 To accord special permission to take over or
remove any original document from custody of registrar.
8. 472(1) To make an order directing a private or non-listed
company and its officers to make good the default and undo the irregularities.
9. 476(1)(c) To impose a fine (other than fine in addition to, or
in lieu of imprisonment) as provided for any offence, contravention of, or default in complying with provisions of the Companies Ordinance, 1984, applicable to matters of non-listed companies allocated to Registration Department and/or which fall within the jurisdiction of 7

Registrar of Companies through delegation of powers.
11. 478 To exercise the powers of a court under the Code
of Civil Procedure in matters specified in this
section.
12. 484(1) To hear a revision application against an order
passed by an Additional Registrar, Joint Registrar, Deputy Registrar or Assistant Registrar.
13. 484(2) To review the order originally made by him.
14. 488 To grant relief in cases in which the powers have
been exercised by him as Registrar.
(d) POWERS AND FUNCTIONS OF THE COMMISSION DELEGATED TO REGISTRARS CONCERNED OF THE COMPANY REGISTRATION OFFICES S. No. Relevant
section of the
Companies
Ordinance,
1984
Nature of power/function

1. 21(2) To confirm alteration in the Memorandum of
   Association.

2. 21(3) To dispense with the notice to persons likely to be
   affected by the alteration in the Memorandum.

3. 22 To make order confirming alteration in the
   Memorandum subject to terms and conditions.

4. 23 To adjourn the proceedings for an arrangement for
   purchase of interests of dissident members and to give other directions in the matter.

5. 24(3) To extend time for filing of documents with the
   Registrar under this section.

6. 25 To revive order confirming alteration in the
   Memorandum.
   Note: The above powers at S. No. 1 to 6 are delegated subject to the condition that any discretion or dispensation under section 21 shall be exercised in consultation with the Registrar of Companies (Headquarters). 8

7. 170 To call or direct the calling of an over-due statutory
   meeting, annual general meeting or an extra-ordinary general meeting of non-listed and private companies. The powers of the Executive Director (Registration) shall be exercised in his absence by the Director (Company Law). In addition to above, powers of the Commission as per rules prescribed or regulations made under a particular section of the Companies Ordinance 1984 are also delegated to the Commissioner or the officer concerned, if powers and functions of the Commission provided in the section of the Ordinance relevant to the said rules or regulations have been delegated to him; The Chairman shall have the authority to exercise all powers delegated above to the Commissioners and officers, concurrently. [No.CLD.RD.470/1/2007] 9