Delegation of Securities and Exchange Commission of Pakistan Powers to Corporate Supervision Department Officials

GOVERNMENT OF PAKISTAN
SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN -.-.-.- Islamabad, the 29 th July, 2019 NOTIFICATION S.R.O. 889 (I)/2019.- In exercise of powers conferred by section 10 of the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997) (the Act), and in supersession of its earlier notifications S.R.O. 751(I)/2017 dated August 2, 2017, S.R.O. 1524(I)/2018 dated December 17, 2018 and S.R.O. 74 (I) /2018 dated January 25, 2018, 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 the officers of the Corporate Supervision Department, Company Law Division, namely:
POWERS AND FUNCTIONS OF THE COMMISSION DELEGATED TO COMMISSIONER, CORPORATE SUPERVISION DEPARTMENT (CSD) Powers and Functions in respect of Public Listed Companies (Except for the companies involved in business of Insurance under the Insurance Ordinance, 2000 (XXXIX of 2000) and the Non-Banking Finance Companies or Notified Entities). S.No. Relevant
section of the
Companies
Act, 2017 (XIX of 2017)
Nature of powers/functions

1. 82 (1) & (2) To sanction issue of shares at discount on such terms and
   conditions as he deems fit and to allow extension in time to issue shares at discount.
2. 83 (1) (a) (iv)
   Proviso
   To grant approval for Employee Stock Option Scheme in accordance with the proviso to section 83 (1) (a) (iv).
3. 83 (1) (b) To allow a company to issue further share capital to any person for
   cash or for a consideration other than cash.
4. 255(1) To grant permission to the inspector or investigation officer to
   enter and search etc. any place where required documents / record etc. of a company are kept.
5. 258(1) To authorize any one or more of its officers or appoint such
   number of professionals as an inspector or investigation officer to

investigate such serious nature of offences relating to a company as provided in Sixth Schedule.
6. 264(1) To apply to the Court on the basis of findings of the inspector’s
report under section 262.
7. 272 To impose restrictions on shares and debentures and prohibition
of transfer of shares or debentures in certain cases in the matter of a company and to vary or rescind any order made under sub￾section (1) or sub-section (3) or sub-section (4) of section 272 of the Companies Act, 2017 (XIX of 2017) (“the Companies Act”).
8. 474 (1) To make an order directing the company and its officers thereof,
as the case may be, to make good the default or undo the irregularities or otherwise make amends, as the circumstances may require, within such time as may be specified in the order.
9. 479 (3) To impose penalty as provided for any offence, contravention of, or
default in complying with provisions of the Companies Act.
10. 483 To exercise the powers vested in a Court under the Code of Civil
Procedure, 1908 in matters specified in this section.
11. 484 (3) To issue a directive to the chief executive or other officer of the
body corporate as is referred to in sub-section (2) of section 484 of the Companies Act to appear personally and answer the charge.
12. 488 To order for payment of compensation in cases of frivolous or
vexatious prosecutions.
13. 489 To direct that the whole or any part of the penalty imposed shall
be applied in or towards payment of cost of proceedings; rewarding the person on whose information the fine or penalty is recovered; and payment of compensation to an aggrieved party.
14. 499 (1) To impose penalty for non-compliance of the directive given or
order passed in pursuance of the powers delegated.
15. 502 To impose penalty in case of default of statutory provisions of the
Act where no specific penalty is provided.
16. 503 To accord, give or grant approval, sanction, consent, confirmation,
recognition, direction or exemption, subject to such conditions, limitations or restrictions as he may think fit to impose and may, in the case of contravention of any such condition, limitation or restriction, rescind or withdraw such approval, sanction, consent, confirmation, recognition, direction or exemption.

S.No. Relevant regulations of
Companies
(further issue of shares)
Regulations,
2018
Nature of power/function in respect of Public Listed Companies
1. 3(10) To extend time not exceeding sixty days for completion of right
issue.
2. 11 To approve issue of shares with differential rights.
3. 12 (2) To approve reschedule, amend, alter, vary or reassess terms
and condition of preference shares.
4. 12 (3) To issue directions in the event of default under sub-regulation
(2) of regulation 12.
S. No. Relevant regulation of the Listed Companies (Buy-Back of Shares) Regulations, 2019 Nature of powers/functions in respect of Public Listed Companies
1. 14 To issue directions to the purchasing company, any of its directors,
officers, or any other person in terms of regulation 14.
S. No. Relevant regulation of the Listed Companies (Code of Corporate Governance) Regulations, 2017 Nature of power/function in respect of Public Listed Companies
1. 42 To approve relaxation from any of the requirements of the
regulations in terms of regulation 42 subject to such conditions as may be deemed fit.

POWERS AND FUNCTIONS OF THE COMMISSION DELEGTED TO EXECUTIVE DIRECTOR AND OTHER OFFICERS OF CORPORATE SUPERVISION DEPARTMENT (CSD) Powers and Functions in respect of Public Listed Companies (except for the companies involved in business of insurance under the Insurance Ordinance, 2000 and the Non-Banking Finance Companies or Notified Entities). (a). Executive Director (CSD) S. No. Relevant
section of
the
Companies
Act, 2017
(XIX of
2017)
Nature of power/function
1. 82(5) To impose penalty for violation of provisions of section 82.
2. 83 (1) (a)
(iv)
To grant approval for extending period up to thirty days for allotment of offered shares that have been declined or remained unsubscribed by directors in a manner deemed fit by them.
3. 83(8) To impose penalty for violation of provisions of section 83.
4. 88 (12) To impose penalty and hold liable for losses or damages arising out
of violation or contravention of section 88.
5. 156 To impose penalty in case of contravention of requirements
specified under section 156.
6. 169 To impose penalty for contravention of or failure to comply with
sections 154 to 168 relating to appointment/election of directors and matters ancillary thereto and to debar the director who knowingly and willfully contravenes or fails to comply with the aforesaid sections.
7. 183 (6) To impose penalty for contravention of or failure to comply with
provisions of section 183 and order recovery of damages or losses arising out of such contravention.
8. 185(2) To impose fine for distribution of gifts to members in its meeting.
9. 196 (1) To accord approval for appointment of any sole purchase, sale or
distribution agent of a company.
10. 199 (6) To impose penalty on default in complying with the requirements of
section 199 and the regulations made thereunder and to direct the
directors to jointly or severally reimburse to the company any loss sustained as a result of such contravention, .

11. 200(9) To impose penalty for contravention with the requirements of sub￾section (1) in case of a public listed company.
12. 244(4) To receive and forward the claim to the bank for payment to entitled
person of the sum equivalent to his unclaimed or unpaid dividend or amount of proceeds etc.
13. 246(6) To grant approval for appointment of auditors in place of the
auditors removed during their tenure.
14. 246(7) To give order to rectify the default or appoint auditor in
circumstances specified in sub-section (7).
15. 246(8) To fix remuneration of the auditor where appointed by the
Commission.
16. 247(7) & (8) To impose penalty on an unqualified person who acts as auditor of
a company and to appoint a qualified person as auditor of a company in place of an unqualified person or of a person who is subject to any disqualifications to act as such. where such appointment is made by the company.
17. 253 (1) To impose penalty on the auditor concerned, partners of the firm or
any other person signing or authenticating the auditor’s report or review report or any document of a company, if such reports or document is signed or authenticated otherwise than in conformity with the requirements of section 131, sections 249 and 251 or is otherwise untrue or fails to bring out material facts about the affairs of the company or matters to which it purports to relate, .
18. 255(3) To extend the time for retention of record seized
under section 255(1) or (2) for further period not exceeding thirty days.
19. 256 To order investigation and appoint inspector(s) to investigate into
affairs of a company and to require the applicants requesting for investigation to provide evidence and to give such security for payment of the costs of the investigation as the Commission may specify.
20. 257 To order investigation and appoint inspector(s) to investigate into
affairs of a company.
21. 260 To accord approval to the inspectors for investigation into the affairs
of any other associated company or associated undertaking, which is, or has been associated and also from chief executive of any such company.

22. 262 To direct the inspector to make an interim report or to provide a
copy of investigation report to the company or to any such persons on such terms as specified in section 262 (2).
23. 268 To cause to be presented to the Court a petition for winding up, an
application for an order under section 286 or both.
24. 269 To initiate proceedings for recovery of damages or property in the
name of a company or body corporate.
25. 270 To exercise all powers of the Commission regarding expenses of
investigation and to get reimbursement of cost of the investigation.
26. 304 To perform all functions and exercise all powers of the Commission
under section 304, in the case of winding up of a company.
27. 313 To file an application in the Court to stay, withdraw, cancel or revoke
the winding up proceeding of a company.
28. 474(1) To make an order directing a company and its officers to make good
the default or undo the irregularities or otherwise make amends, where adjudication powers have been delegated to the Executive Director (CSD), in respect of any provision of the Act.
29. 479 (3) To impose penalty as provided for any offence, contravention of, or
default in complying with provisions of the Companies Act.
30. 483 To exercise powers of a court under the Code of Civil Procedure,
1908 in matters specified in this section.
31. 484 (3) To issue a directive to the chief executive or other officer of the body
corporate to appear before him personally and answer the charge or at his direction, proceed to hear and decide the case in the absence of the body corporate.
32. 487 To direct any officer of the Commission, authorise any other person
to present an appeal against the order of acquittal.
33. 488 To order for payment of compensation in cases of false, frivolous or
vexatious complaints.
34. 489 To direct that the whole or any part of the penalty imposed shall be
applied towards payment of cost of proceedings; rewarding the person on whose information the fine or penalty is recovered; and payment of compensation to an aggrieved party.
35. 497 To make necessary orders and to impose fine for wrongful
possession or wrongful withholding of property of a company.

36. 499 (1) To impose penalty for non-compliance of the directive given or order
passed in pursuance of the powers delegated.
37. 500 To impose penalty for carrying on ultra-vires business including any
transaction.
38. 502 To impose penalty in case of default of statutory provisions of the
Act where no specific penalty is provided.
39. 503 To accord, give or grant approval, sanction, consent, confirmation,
recognition, direction or exemption, subject to such conditions, limitations or restrictions as he may think fit to impose and may, in the case of contravention of any such condition, limitation or restriction, rescind or withdraw such approval, sanction, consent, confirmation, recognition, direction or exemption. S.N. Relevant regulations of Companies (further issue of shares) Regulations, 2018 Nature of power/function in respect of Public Listed Companies
1. 3(5) To extend time for book closure of right shares.
2. 20 To impose penalty for failure or refusal to comply with or
contravention of the provisions of the regulations.
S. No. Relevant regulation of the
Companies
(Investment in associated companies or associated undertakings) Regulations, 2017 Nature of power/function in respect of Public Listed Companies
1. 8 To impose penalty for contravention of the regulations.
S. No. Relevant regulation of the Listed Companies (Code of Corporate Governance) Regulations, 2017 Nature of power/function in respect of Public Listed Companies
1. 41 To impose penalty for failure or refusal to comply with or
contravention with the requirements of the regulations; or

(b). Director (Adjudication-CSD)
S. No.
Relevant
section of
the
Companies
Act, 2017
(XIX of
2017)
Nature of power/function in respect of Public Listed Companies
1. 25 (2) To impose penalty in case of non-compliance of section 25 in case of
a public listed company.
2. 67 (5) To impose penalty in case of contravention of sub-section (1) or sub￾section (2) of section 67, or making an incorrect statement,
declaration or verification in the application of allotment of shares.
3. 68 (2) To impose penalty for default in repayment of money for shares or
other securities in the case of unaccepted or unsuccessful applications.
4. 69 (2) To impose penalty in case of contravention of sub-sections (1) and
(2) of section 69.
5. 69 (3) To impose penalty in case of contravention of sub-section (3) of
section 69.
6. 71(2) To impose penalty in case of non-compliance with sub-section (1) of
section 71.
7. 73(4) To impose penalty in case of default in issue of duplicate share
certificates or other securities.
8. 74(6) To impose penalty in case of contravention of the provisions of
section 74.
9. 77 (2) To impose penalty in case of violation of section 77.
10. 80 To adjudicate upon appeal against refusal for registration of transfer
under section 75 to 79 and give such incidental and consequential directions as contained in section 80.
11. 82(5) To impose penalty for violation of provisions of section 82.
12. 84 (2) To impose penalty on a company for acceptance or invitation of
deposit from the public.
13. 86(4) To impose penalty in case of contravention of section 86.
14. 119 (4) To impose penalty in case of non-compliance of section 119.
15. 120 (4) To impose penalty in case of non-compliance of section 120.
16. 122 (4) To impose penalty in case of non-compliance of section 122.
17. 123 (4) To impose penalty in case of non-compliance of section 123.
knowingly or willfully authorizing or permitting such failure, refusal or contravention.

18. 124 (7) To impose penalty in case of refusal of inspection required under
sub-section (1), or if any copy required under sub-section (3) is not issued within the specified period, .
19. 125 (1) To extend the period of book closure mentioned in sub-section (1)
for a further period of fifteen days.
20. 125 (4) To impose penalty for contravention or default in complying with
requirements of section 125.
21. 131(11)(a) To impose penalty in case of default in complying with the provisions
of section 131.
22. 132 (1) To grant extension in period up to thirty days for holding annual
general meeting, for public listed companies.
23. 132 (5)(a) To impose penalty in case of default in complying with the provisions
of section 132.
24. 133(9)(a) To impose penalty in case of default in complying with the provisions
of section 133.
25. 134(12)(a) To impose penalty in case of default in complying with the provisions
of section 134.
26. 135(2)(a) To impose penalty in case of default in complying with the provisions
of section 135.
27. 137(10)(a) To impose penalty in case of failure to issue timely notices or issuing
notices with material defect or omission or any other contravention of section 137.
28. 140(3)(a) To impose penalty in case of contravention of provisions of the
section 140.
29. 147(1) To call or direct the calling of an overdue statutory meeting, annual
general meeting or an extraordinary general meeting of a company.
30. 147 (2) To direct that all expenses incurred in connection with holding of a
meeting of a company as per direction under sub-section (1) may be recovered from any officer of the company.
31. 148 To impose penalty in case of default in complying with the directions
given under section 147.
32. 151(5) To impose penalty in case of non-compliance of section 151.
33. 152(3) To impose penalty in case any inspection required under sub-section
(1) is refused, or if any copy required under sub-section (2) is not furnished within the time specified therein.
34. 175 To impose penalty in case a person not qualified to be a director or
chief executive or who has otherwise vacated the office of director or chief executive describes or represents himself or acts as a director or chief executive, or allows or causes himself to be described as such.
35. 176(4) To impose penalty in case of violation of provisions of section 176
relating to proceedings of the board.
36. 178(6) To impose penalty in case of default in complying with requirements
of section 178.
37. 182(1) To accord approval for sanctioning of any loan to a director or his
relative under section 182, in case of a listed company.

38. 193 To impose penalty for contravention or default in complying with
requirements of sections 186 to 192.
39. 198 (6) To impose penalty for contravention or default in complying with
requirements of section 198, in case of a listed company.
40. 200(10) To impose penalty for contravention with the requirements of sub￾sections (4), (5) or (6) of section 200.
41. 204 (9) To impose penalty for contravention or default in complying with
requirements of section 204.
42. 205(6) To impose penalty for contravention or default in complying with
requirements of sub-sections (1) or (2) of section 205.
43. 206(2) To impose penalty for contravention or default in complying with
requirements of section 206.
44. 207(4) To impose penalty for contravention or default in complying with
requirements of section 207.
45. 208 (6) (b) To impose penalty on a director or any other employee of a
company, who had entered into or authorized the contract or arrangement in violation of the provisions of section 208.
46. 209(6) To impose penalty for contravention or default in complying with
requirements of section 209.
47. 210(3) To impose penalty for contravention or default in complying with
requirements of section 210.
48. 213(5) To impose penalty for contravention or default in complying with
requirements of section 213.
49. 214 (3) (b) To impose penalty for default in complying with requirements of
section 214.
50. 215 (3) To impose penalty on a shareholder who is guilty of an offense under
section 215.
51. 219 To impose penalty for contravention or default in complying with
requirements of section 217 or 218.
52. 221(1) To authorize an officer to inspect books of account and books and
papers of a company.
53. 223(2) To grant extension up to thirty days in the period for laying the
financial statements by a company in the annual general meeting.
54. 226(5) To impose penalty for contravention or default in complying with
requirements of section 226.
55. 228(7) To issue direction that the provisions of section 228 shall not apply
only to such extent as may be specified in the direction.
56. 228(8) To impose penalty for contravention or default in complying with
requirements of section 228.
57. 229(2) To extend the financial year of a holding company or a subsidiary of
the holding upon application of such company for the purpose of sub-section (1).
58. 232(3) To impose penalty for contravention or default in complying with
requirements of section 232.
59. 236 To impose penalty for contravention or default in complying with
requirements of section 236.

60. 237 (1) (b)
2 nd Proviso
To extend the period of filing in case of accounts of first quarter for a period not exceeding thirty days, if the company was allowed extension in terms of section 223.
61. 237(4) To impose penalty for a company’s failure to comply with or default
in complying with requirements of section 237.
62. 238(2) To impose penalty for contravention or default in complying with
requirements of section 238.
63. 239 (2) To impose penalty for contravention or default in complying with
requirements of section 239.
64. 243(2) To allow a company to withhold or defer payment of dividend.
65. 244(11) To impose penalty for contravention of provisions of section 244.
66. 248(2) To impose penalty as provided under section 252 on an officer of a
company who refuses or fails to allow any auditor access to any books and papers in his custody or power, or to give any such information possessed by him, or otherwise hinders, obstructs or delays an auditor in the performance of his duties or the exercise of his powers or fails to give notice of any general meeting to the auditor or provides false or incorrect information.
67. 252 To impose penalty for contravention or default in complying with
requirements of sections 246, 247, 248 and 250.
68. 474(1) To make an order directing a company and its officers to make good
the default or undo the irregularities or otherwise make amends, where adjudication powers have been delegated to the Director (Adjudication-CSD), in respect of any provision of the Act.
69. 477 (1) To make complaint against the alleged offence of a company, any
officers or auditor or any other person ,in case of a public listed company.
70. 479 (3) To impose penalty as provided for any offence, contravention of, or
default in complying with provisions of the Companies Act, which fall within the jurisdiction of Director (Adjudication-CSD) through delegation of powers.
71. 483 To exercise the powers of a court under the Code of Civil Procedure,
1908 in matters specified in this section.
72. 484 (3) To issue a directive to the chief executive or other officer of the body
corporate to appear before him personally and answer the charge.
73. 488 To order for payment of compensation in cases of frivolous or
vexatious complaints.
74. 489 To direct that the whole or any part of the penalty imposed shall be
applied towards payment of cost of proceedings; rewarding the person on whose information the penalty is recovered; and payment of compensation to an aggrieved party.
75. 499 (1) To impose penalty for non-compliance of the directive given or order
passed in pursuance of the powers delegated.
76. 502 To impose penalty in case of default of statutory provisions of the
Act where no specific penalty is provided.

77. 503 To accord, give or grant approval, sanction, consent, confirmation,
recognition, direction or exemption, where powers of the Commission have been delegated, subject to such conditions, limitations or restrictions as he may think fit to impose and may, in the case of contravention of any such condition, limitation or restriction, rescind or withdraw such approval, sanction, consent, confirmation, recognition, direction or exemption.
78. 510 (2) To impose penalty for contravention by listed company of any
directives, circular, guidelines etc. issued under section 510, . S.No. Relevant Regulation of Group Companies Registration Regulations, 2008 Nature of power/function (in case where any of the companies in the group is a public listed company)
1. 3(vi) To require any information under regulation 3 for registration
of the holding company with its subsidiaries as a Group.
2. 4 To register a holding company and its subsidiary companies as
a Group.
3. 5(1)(iv) To require any information under regulation 5 for alteration of
composition of a Group.
4. 5(2) To alter record of registration and issue a certificate of change
in the composition of a Group on an application made by a holding company.
5. 5(3) To impose a penalty on the holding company does not inform
about change the composition of the Group. To issue a certificate of change in the composition of a Group.
6. 6(1) To cancel registration granted to a Group, if any company
within the Group fails to comply with the requirements of the Regulations or any direction given by the Commission.
7. 6(2) To cancel registration granted to a Group, on an application
made by the holding company.
8. 7(iv) To specify other requirements for the purposes of regulation
7.
9. 8(2) (i) (e) To require any document or record for the purposes of
issuance of designation letter for Group Taxation under regulation 8(2)(i) of the Regulations.
10. 8(2) (ii) (h) To require any document or record for the purposes of
issuance of designation letter for Group Relief under regulation 8(2)(ii) of the Regulations.
11. 8(3) To issue a designation letter for Group Taxation or Group
Relief, as the case may be, on an application made by the holding company.

12. 8(4) To inform the tax authorities of issuance of a designation letter
and subsequent cancellation of registration or issuance of a certificate of change in the composition of a Group.
13. 9 To impose fine on contravention or failure to comply with any
provisions of the Regulations, and a further fine in case of continuing failure. Notifications; S.No. Relevant Notification Nature of Power/Function in respect of Public Listed Companies 1. S.R.O.634(I)/2014; S.R.O.684(I)/2015; and S.R.O.924(I)/2015 To take penal action or grant relaxation from the prescribed requirements. If the powers and functions of the Commission provided in the rules or regulations made under or in relation to specific section(s) of the Act are not specifically delegated, those powers and functions shall be exercised by the Commissioner or the officer of the CSD, as the case may be, to whom the powers and functions under such specific section(s) of the Act have been delegated through this notification. In case, the post of Executive Director in the department is vacant or in his/her absence, the powers and functions delegated to Executive Director through this notification shall stand delegated to the officer who has been assigned the charge of the Head of Department. In case the post of Director (Adjudication-CSD) in the department is vacant or in his/her absence, the powers and functions delegated to the Director (Adjudication-CSD) through this notification shall be exercised by the Executive Director or the Head of Department, as the case may be. This Notification shall not affect anything done, order made, notifications and show cause issued, circular made, proceedings commenced, penalties imposed and/or collected, sanction or exemptions granted, approval given, fee directed or collected, directions given, investigation, inspection or inquiry conducted or any other action taken or done under or in pursuant to any previous notification. Any pending proceedings under the previous notifications of delegation of power shall stand transferred to the delegated authority, provided in this Notification forthwith, who shall proceed with the matter as it stands prior to the coming into the effect of this Notification. File No. SY/SECP/8/13 BUSHRA ASLAM Executive Director