Draft Corporate Restructuring Companies Rules 2018

GOVERNMENT OF PAKISTAN
SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN -.- Islamabad, the 17th January, 2018

NOTIFICATION

S.R.O. 35 (I)/2018.- The following draft Corporate Restructuring Companies Rules, 2018 proposed to be made by the Securities and Exchange Commission of Pakistan with the approval of the Federal Government in exercise of the powers conferred by section 15 of the Corporate Restructuring Companies Act, 2016 (XXXII of 2016) read with clause (b) of section 43 of the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997), are hereby published for information of all persons likely to be affected thereby and, as required by sub-section (2) of the said section 15, notice is hereby given that objections or suggestions thereon, if any, may for consideration of the Commission and the Federal Government be sent within thirty days from the date of publication of the draft rules in the official Gazette, which received, if any, before expiry of the said period will be taken into consideration, namely:-

DRAFT RULES

CHAPTER I
PRELIMINARY

1. Short title and commencement.- (1) These rules may be called the Corporate Restructuring Companies Rules, 2018.

(2) These shall come into force at once.

2. Definitions. - (1) In these rules, unless there is anything repugnant in the subject or context,-

(a) "Act" means the Corporate Restructuring Companies Act, 2016 (XXXII of 2016);

(b) "assets" means properties of all kinds, tangible or intangible, including shares, securities, all receivables, claims, privileges, etc. accrued or contingent;

(c) "Commission" shall have the same meaning as assigned to it in clause (g) of sub-section (1) of section 2 of the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997);

(d) "company" means a company as defined in the Companies Act;

(e) "Companies Act" means the Companies Act, 2017 (XIX of 2017); and

(f) "Form and Annexures" means form and annexures appended to these rules.

(2) The words and expression used in these rules but not defined shall have the same meaning as assigned to those in the Act and the Companies Act.

CHAPTER II
APPROVAL AND LICENSING

3. Prohibition.- (1) No company shall be incorporated as a corporate restructuring company unless it has obtained prior written approval of the Commission and duly licensed under section 4 of the Act.

(2) Any person providing services of or holding himself out as corporate restructuring company at the time of coming into force of these rules shall get the approval and licence from the Commission under these rules within a period of six months from the date of notification of these rules in the official Gazette.

4. Approval for incorporation and licensing.- (1) Any person desirous of establishing corporate restructuring company may apply to the Commission in Form I along with such supporting documents as provided in the Annexure A for obtaining approval to incorporate corporate restructuring company.

(2) The Commission after satisfying itself that the applicant is capable and can meet the criteria as set out in these rules, may approve the application made under sub-rule (1) and direct the applicant to incorporate the corporate restructuring company subject to such terms and conditions as the Commission may deem fit.

(3) The authorization obtained under this rule shall be valid for a period of thirty days within which the applicant shall apply to the Commission under rule 5 for obtaining licence:

Provided that the Commission may revoke the authorization after lapse of the said time period.

5. Application and procedure for grant of licence.- (1) A corporate restructuring company shall for obtaining a licence make an application to the Commission on the format as set out in Form II along with all the supporting documents as specified in Annexure B and payment of fee of two hundred thousand Rupees through a person duly authorized in this behalf, who is either-

(a) a person named as subscriber or director in the articles or a chief executive; or

(b) an intermediary duly registered with the Commission under the Intermediary (Registration) Regulations, 2017.

(2) The Commission as it deems appropriate, while considering the application for grant of licence, may require the applicant to furnish such further information or clarification regarding its activities and businesses.

(3) Any subsequent change in the information provided to the Commission at the time of filing of application under sub-rule (1) shall be intimated to the Commission within seven working days from the date of such change.

6. Grant of licence.- (1) The Commission while considering the application for grant of licence under rule 5, may make such inquiries and impose such general or special conditions as it may deem fit to impose, including but not limited to the following, namely:-

(a) it is incorporated as a public company under the Companies Act;

(b) it has a paid up capital of not less than fifty million Rupees;

(c) no director, officer or employee of such company has been found convicted of any offence involving fraud or breach of trust;

(d) no director, officer or employee of such company has been adjudged as insolvent or has suspended payment or has compounded with his creditors;

(e) the promotors and the directors are, in opinion of the Commission, persons of means and integrity and have special knowledge and experience of matters regarding restructuring of companies in distress, financial engineering techniques and skills and capacity to deal with the out of court work out; and

(f) the promoters have given an undertaking that they shall not enter into any agreement or utilize the assets of the financial institutions or companies for personal gain.

(2) The Commission on being satisfied that the applicant is eligible for licence may grant licence to the applicant on the format as set out in Form III and impose such conditions as it may deem necessary.

(3) The licence under sub-rule (2) shall remain valid for a period of three years from the date of its grant unless it is restricted, suspended or cancelled earlier by the Commission.

7. Renewal of licence.- (1) Subject to the provisions of the Act and these rules, a corporate restructuring company shall, one month prior to the date of expiry of its licence, apply to the Commission on the format as set out in Form IV for renewal of its licence along with all the documents as specified in Annexure C and evidence of payment of non-refundable renewal fee of one hundred thousand Rupees only.

(2) The Commission upon being satisfied that the applicant continues to meet the requirements for licensing under the Act and these rules shall renew the licence for a further period of three years and issue to the applicant a certificate of renewal of licence on the format as set out in Form V.

(3) Where the application for renewal of licence is made within the provided time but has not been decided by the Commission, the licence of the corporate restructuring company shall continue to be valid until the application for renewal is decided by the Commission.

(4) While considering renewal of the licence of a corporate restructuring company the Commission may, in addition to the conditions for grant of licence and the matter specified under these rules, also take into account the past performance of the corporate restructuring company.

8. Procedure where licence is not granted or renewed.- (1) The Commission may, after giving a reasonable opportunity of hearing to the applicant, refuse to grant or renew a licence if in opinion of the Commission such applicant does not fulfill the requirements prescribed in the Act and these rules and where the Commission, after taking into account the facts, is of the view that it is not in the public interest or in the interest of the capital market to grant or renew the licence.

(2) The decision of refusal to grant a licence or refusal of a renewal of a licence shall be communicated to the applicant stating therein the grounds on which the application has been rejected.

(3) Any person aggrieved by an order under these rules may prefer an appeal to the Appellate Bench of the Commission or, as the case may be, the Court in accordance with provisions of the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997).

(4) A corporate restructuring company whose application for renewal of licence is refused by the Commission under sub-rule (1) shall, from the date of receipt of the decision of the Commission, not act as corporate restructuring company for any new project.

(5) A corporate restructuring company whose application for renewal of licence is refused under sub-rule (1) shall immediately stop all activities and shall inform the financial institution or the company, as the case may be, which shall immediately take necessary steps including appointment of any other licensed corporate restructuring company to continue with all previous projects till its completion on such terms and conditions as deemed fit by the Commission in the circumstances.

CHAPTER III
OBLIGATIONS AND FUNCTIONS OF CORPORATE RESTRUCTURING COMPANY

9. Duties and obligations of corporate restructuring company.- Corporate restructuring company shall comply with all the conditions, restrictions and obligations imposed under the Act including the following, namely:-

(a) corporate restructuring company shall not - (i) apply any part of the recovered proceeds or assets of the financial institution in business other than as agreed in transfer and assignment agreement with the financial institution; (ii) transfer the assignment to any other restructuring company without the explicit authorization of the financial institution; (iii) pledge any of the assets held or owned through transfer and assignment agreement except under the authorization of the financial institution; and (iv) manage the non-performing assets with mala fide intent for gaining any undue advantage for its own or any of its related parties or its officers:
Provided that where corporate restructuring company is unable to manage, settle, complete or dispose of non-performing assets as required from the financial institution through the transfer and assignment agreement, it shall intimate the same to the financial institution immediately and pay to the financial institution the net proceeds realized if any from the non-performing assets.

(b) corporate restructuring company shall-
(i) maintain such books of accounts and other records, as prescribed under the Act and the Companies Act for other companies, as shall depict a true and fair view of its state of affairs, including - (A) journals, cash books and other records of assets retained from the financial institution; (B) ledgers, or other comparable record, reflecting assets, liabilities, income and expenses along with all supporting documents or records; (C) record of transactions with banks and other related parties; (D) record of the meetings of the board of directors and all relevant committees, etc.; and (E) original record of all reports, analysis and memoranda including periodic record of disposal of assets; (ii) ensure that its statutory auditors are from the approved list of auditors circulated by the ICAP; (iii) ensure that its chief executive officer and other directors shall not quit the company without prior approval of the Commission; and (iv) ensure that it may not alter its memorandum and articles without prior approval of the Commission.

CHAPTER IV
DISCIPLINARY PROCEEDINGS

10. Restriction or suspension of licence.- (1) Subject to section 11 of the Act, where a corporate restructuring company contravenes, or fails to comply with, any provision of the Act or these rules or is not in compliance with the conditions of licence or any directive issued or order passed by the Commission, the Commission may, after providing a reasonable opportunity of representation to the corporate restructuring company, impose -

(a) a restriction on activities of the corporate restructuring company or suspend its license; or (b) a penalty as provided under section 13 of the Act.

(2) Notwithstanding anything contained in sub-rule (1), where the Commission is satisfied that a delay in suspension of licence of the corporate restructuring company will be detrimental to the interest of the shareholders or creditors or the public in general, the Commission may immediately suspend the licence till the time an opportunity of hearing is provided to the corporate restructuring company and a final order is passed under sub-rule (1):

Provided that where the Commission suspends the licence under sub-rule (2), the opportunity of hearing and final order must be passed within sixty days of the date of order under sub-rule (2).

(3) A corporate restructuring company whose licence has been suspended shall not act or perform the functions as corporate restructuring company for any new project during the period of suspension and remove the cause of suspension within a period of one hundred and twenty days from receipt of the suspension order.

(4) The Commission while restricting or suspending the licence of corporate restructuring company may impose such conditions, as it deems appropriate.

11. Cancellation of licence.- (1) Subject to section 11 of the Act, the Commission may, after providing to corporate restructuring company a reasonable opportunity of being heard and after considering necessary comments of interested creditors, financial institutions or other interested persons as deem fit and proper, cancel the licence of a corporate restructuring company, if-

(a) in opinion of the Commission, the corporate restructuring company has been in violation of any provision of these rules or restriction imposed under sub-rule (1) of rule 10; (b) it is found guilty of fraud or any criminal offence of moral turpitude; or (c) its licence has been suspended and the causes of suspension have not been removed within one hundred and twenty days from receipt of suspension order or such earlier period as specified in the order of suspension; or (d) it is declared insolvent by a court; (e) it is wound up by an order passed by a court of competent jurisdiction; or (f) it voluntarily makes application to the Commission, at least three months prior to the date of expiry of its licence, and the Commission, upon being satisfied that the corporate restructuring company has completed all the formalities for closure of its business as a corporate restructuring company, including but not limited to pending obligations, accepts the application.

(2) The Commission may, while cancelling licence of a corporate restructuring company, take such measures and issue such directions as it deems appropriate as are not inconsistent with the Act.

(3) Notwithstanding anything contained in sub-rule (1), where the Commission is satisfied that a delay in cancellation of the licence will be detrimental to the interest of shareholders or creditors or the public in general, the Commission may immediately cancel licence of the corporate restructuring company till the time an opportunity of being heard is provided to the corporate restructuring company and final order is passed:

Provided that where the Commission cancels the licence under sub-rule (3), the opportunity of being heard and final order must be passed within sixty days of such cancellation:

Provided further that before cancellation of the licence by the Commission, the views of all interested creditors, financial institutions and other interested persons may be obtained.

(4) A corporate restructuring company whose licence is cancelled shall immediately stop all activities and shall inform the financial institution or the company, as the case may be, which shall immediately take necessary steps including appointment of any other validly licensed corporate restructuring company to continue with all previous projects till its completion on such terms and conditions as deemed fit and proper in the circumstances.

(5) Where the licence of corporate restructuring company is cancelled under sub-rule (1), the corporate restructuring company shall cease to continue its business or undertake new business and shall be proceeded for its winding up under the Companies Act.

CHAPTER V
MISCELLANEOUS

12. Declaration by companies or financial institutions.- The financial institutions or companies seeking services of corporate restructuring company for recovery of its non-performing loans shall approve any corporate restructuring company duly licensed by the Commission and shall provide full support and assistance in the provision of documentation including details of obligations, claims, registered interests, pending or threatened litigation through disclosures of all cases and the court in which such litigations or cases are pending, amount of claims, finance or loan pertaining to the non-performing assets granted by the companies or financial institutions to the obligator and the collateral thereof held by the financial institutions and any part payments of the finance or loan made by the obligator to the company or the financial institution.

13. Power of the Commission to issue directive, circulars, etc.- Subject to section 17 of the Act, the Commission may, if it is satisfied that it is necessary or expedient so to do in the public interest or in the interest of shareholders or creditors, by order in writing, give such directions or issue such circulars, not inconsistent with the Act.

-.-.-

Form I
[See rule 4(1)]

To,
Securities and Exchange Commission of Pakistan
..................................................................

Subject: APPLICATION TO OBTAIN APPROVAL TO INCORPORATE A CORPORATE RESTRUCTURING COMPANY

1. Applicant details:--

Name of Proposed Company
Proposed Objects of the Company

2. Payment details:--

Name of Bank
Branch
Fee paid		Receipt No.
Date of receipt

3. Particulars of proposed subscribers:--

Name in full	CNIC No. or passport No. (in case of foreign national)	Father's/ Husband's Name	Usual residential address	Nationality
(1)	(2)	(3)	(4)	(5)

4. It is requested to authorize incorporation of the proposed corporate restructuring company having regard to the information stated /attached.

5. It is certified that the information provided in the application and the attached documents are correct to the best of my knowledge and belief and nothing is concealed. I have also scrutinized the application and the accompanying documents and satisfied that the same are drawn up in conformity with the provisions of the Corporate Restructuring Companies Act, 2016 and the rules made thereunder.

Particulars of the authorized representative:

Signature
Full name (in capital letters)
Father's/ Husband's name
Nationality
CNIC No.
Full address
	Day	Month	Year
6. Date

ANNEXURE

DOCUMENTS TO BE SUBMITTED WITH THE APPLICATION UNDER RULE 4

The application shall be accompanied by the following information/documents/statements:

(a) 'Power of Attorney' (Authority Letter) on Stamp Paper of appropriate value made by all the applicants/ subscribers in favour of a person to present the application before the Commission on their behalf and to make other amendments, additions, corrections etc., in the documents for seeking approval of the Commission in terms of rule 4 of the Corporate Restructuring Companies Rules, 2018; (b) In case the applicant is a body corporate, an attested copy of Board Resolution approving filing of such application; (c) Draft Memorandum and Articles of Association; (d) Copies of CNICs/passport (in case of foreign national) of each subscriber and witness to the memorandum and articles of association; (e) Brief Bio-data/ Resume including previous experience of all the applicants on the undermentioned format; (f) Copy of valid availability of name letter/ email issued by Company Registration Office indicating that the proposed name is available; (g) Original paid challan regarding application fee.

RESUME
[To be used in application to obtain approval to incorporate a Corporate Restructuring Company]

Promoter's Name: __________________________________________________ Nationality: __________________________________________________ NIC (Computerized)/ Passport No. (in case of foreigner) __________________________________________________ Old NIC No: __________________________________________________ National Tax Number: __________________________________________________ Date of Birth / Age: __________________________________________________ Father's/Husband's Name: __________________________________________________ Postal Address: __________________________________________________ __________________________________________________ Permanent Address: __________________________________________________ __________________________________________________ Email / Telephone / Fax No. __________________________________________________ Educational Qualifications: __________________________________________________

Experience Details (with reference dates, period/ length of experience, organizations, nature of projects/work responsibilities regarding each of the office held/job performed to be stated in the following three sections):

A. Now working as (describing offices held at the moment and related work responsibilities):

---

B. Previous experience relating to main objects of the proposed Corporate Restructuring Company now being formed:

1. __________________________________________________
2. __________________________________________________
3. __________________________________________________

C. Other experience:

1. __________________________________________________
2. __________________________________________________

Signature: ____________________
Name: ____________________
[To be signed by the promoter himself /herself or the authorized person presenting documents] Note: If needed, the space for experience detail may be expanded or extra pages annexed.

Form II
[see rule 5(1)]

To,
Securities and Exchange Commission of Pakistan
..................................................................

Subject: APPLICATION FOR GRANT OF LICENCE TO A CORPORATE RESTRUCTURING COMPANY (PROPOSED)

1. Applicant details

Proposed Name of the Company

Date of approval (for formation of CRC) (Please attach letter of approval of the Commission)

	Day	Month	Year

2. Payment details

Name of Bank
Branch
Fee Paid		Receipt No.
Date of Receipt

3. Particulars of proposed subscribers:

Name in full	CNIC No. or passport No. (in case of foreign national)	Father's/ Husband's Name	Usual residential address	Nationality
(1)	(2)	(3)	(4)	(5)

4. It is requested to kindly grant licence under rule 5 of the Corporate Restructuring Rules, 2018 having regard to the information stated /attached.

5. It is certified that the information provided in the application and the attached documents are correct to the best of my knowledge and belief and nothing is concealed. I have also scrutinized the application and the accompanying documents, and is satisfied that the same are drawn up in conformity with the provisions of the Corporate Restructuring Companies Act, 2016 and rules made thereunder and fulfill the eligibility criteria and conditions for the grant of licence.

6. Particulars of the authorized representative:

Signature
Full Name (in Block Letters)
Father's/ Husband's name
Nationality
CNIC No.
Full Address
	Day	Month	Year
7. Date

ANNEXURE

DOCUMENTS TO BE SUBMITTED WITH THE APPLICATION UNDER RULE 5(1)

The application shall be accompanied by the following information/documents/statements:--

(a) An 'affidavit/undertaking' on the stamp paper of appropriate value from each proposed subscriber as specified; (b) 'Power of Attorney' (Authority Letter) on the undermentioned format on Stamp Paper of appropriate value made by all the subscribers in favor of a person (meeting the criteria mentioned in the rules) to present the application before the Commission on their behalf, and to collect licence as specified; (c) Copy of draft Memorandum and Articles of Association; (d) Copies of CNICs/passport (in case of foreign national) of all proposed subscribers and authorized representative; (e) Brief Bio-data/ Resume including previous experience of all the applicants on the undermentioned format; and (f) Original paid Challan or other prescribed receipt for payment of fee.

To be signed by each subscriber

AFFIDAVIT / UNDERTAKING

I, Mr. ____________________ son of ____________________, CNIC/Passport number ____________________ resident of ____________________ and promoter of [Name of proposed Company] do hereby, solemnly affirm and testify that the contents of the application under rule 5 of the Corporate Restructuring Companies Rules, 2018 and annexed documents are true and correct to the best of my knowledge and belief and declare that:--

(a) I have special knowledge and experience of matters regarding restructuring of companies in distress, financial engineering techniques and capacity to deal with the out of court work out required for the attainment of object of the corporate restructuring company; (b) I have not been associated with any money laundering or terrorist financing activities and neither have approved receipt of nor received such monies and likewise neither have approved disbursement of nor disbursed such monies in any manner for money laundering or terrorist financing purposes; (c) I have not been associated with any illegal banking business, deposit taking or financial dealings; (d) I have never been convicted of fraud or breach of trust or of an offence involving moral turpitude or removed from services for misconduct; (e) I have neither been adjudged an insolvent nor has suspended payment to any financial institution or any other person or has compounded with any creditors; (f) I and the companies, firms, sole proprietorship etc. where I am chief executive, director (other than nominee director), owner or partner etc has no overdue payment of any financial institution; (g) Neither I nor companies in which I am a director or major shareholder have defaulted in paying taxes as on the date of application; (h) I have not been a sponsor, director or chief executive of a defaulting cooperative finance society or finance company; (i) I have never remained nor am on the exit control list of the Ministry of Interior; (j) I shall not enter into any agreement or utilize the assets of the financial institutions for any personal gains; (k) I am fully aware of the affairs of the corporate restructuring company particularly the application under rule 5 of the Corporate Restructuring Companies Rules, 2018; and (l) Whatsoever stated in the application and accompanied documents is true and nothing has been concealed in the application.

Deponent
(Signature of subscriber)

Note: To be made on stamp paper of requisite amount and duly attested by an Oath Commissioner.

Power of Attorney / Authority Letter

We, the following persons, being subscribers of the proposed company, namely, __________________________________________________ do hereby appoint and authorize Mr. / Ms ____________________ Son/daughter of ____________________ resident of ____________________ whose signatures are given below, to present us before the Securities and Exchange Commission of Pakistan to submit application/ papers for grant of licence under rule 5 of the Corporate Restructuring Companies Rules, 2018, and to make necessary amendments required by the SECP to collect licence and to sign and give necessary explanation on our behalf in relation to the above and the allied matters.

Sr.	Name of subscriber	Signature
(1)	(2)	(3)

Signature: ____________________
[Authorized Representative]
Full Name with CNIC Number

Witness to the signatures:
Signature: ____________________
Full Name, CNIC Number,
Father's/ Husband's Name,
Occupation and Full Address
Date: ____________________ Place: ____________________

Attested by Notary Public
[under his Stamp]

Note: To be made on stamp paper of requisite amount and duly attested by Notary Public.

RESUME
[To be used in application to seek grant of license to a Corporate Restructuring Company]

Promoter's Name: __________________________________________________ Nationality: __________________________________________________ NIC (Computerized)/ Passport No. (in case of foreigner) __________________________________________________ Old NIC No: __________________________________________________ National Tax Number: __________________________________________________ Date of Birth / Age: __________________________________________________ Father's/Husband's Name: __________________________________________________ Postal Address: __________________________________________________ __________________________________________________ Permanent Address: __________________________________________________ __________________________________________________ Email / Telephone / Fax No. __________________________________________________ Educational Qualifications: __________________________________________________

Experience Details (with reference dates, period/ length of experience, organizations, nature of projects/work responsibilities regarding each of the office held/job performed to be stated in the following three sections):

A. Now working as (describing offices held at the moment and related work responsibilities):

---

B. Previous Experience relating to Main Objects of the proposed Corporate Restructuring Company now being formed:

1. __________________________________________________
2. __________________________________________________
3. __________________________________________________

C. Other experience:

1. __________________________________________________
2. __________________________________________________
3. __________________________________________________

Signature: ____________________
Name: ____________________
[To be signed by the promoter himself /herself or the authorized person presenting documents] Note: If needed, the space for experience detail may be expanded or extra pages annexed.

Form III
[see rule 6 (2)]

LICENCE UNDER RULE 6(2) OF THE CORPORATE RESTRUCTURING COMPANIES RULES, 2018

[Licence No. ----------]

Whereas it has been proved to the satisfaction of the Securities and Exchange Commission of Pakistan (the "Commission") that the company named as-

[Name of Company] (Proposed)

capable of being formed as a corporate restructuring company under the Corporate Restructuring Companies Act, 2016 and is being formed with the primary object "[ Main Objects]" and other objects contained in its Memorandum of Association.

2. Now, therefore, in pursuance of rule 6(2) of the Corporate Restructuring Companies Rules, 2018, the Commission is pleased to grant the licence to the said Corporate Restructuring Company.

3. This licence is granted subject to the conditions as mentioned overleaf.

4. Given under my hand at Islamabad this __________ day of [month, year].

(Signature)

SEAL

Conditions for grant of licence to
NAME OF PROPOSED CORPORATE RESTRUCTURING COMPANY

(1) The subject company shall be incorporated as a public company under the provisions of the Companies Act within 60 days of the grant of this licence.
(2) The subject company shall have a minimum paid up capital of Rupees Fifty million.
(3) The subject company (CRC) shall conduct due diligence at the time of acquiring / buying non-performing assets from a financial institution/ company.
(4) No new director in lieu of the retiring / resigning/ casual vacancy shall be appointed by the Company unless prior approval of the Commission on application to appoint him/her as director is obtained. (5) The directors, officers or employees of the subject company, at all times, shall ensure compliance with the eligibility criteria specified in the Corporate Restructuring Rules, 2018. (6) No change in the Memorandum and Articles of Association of the company shall be made except with the prior approval of the Commission. (7) The company in all its letterheads, documents, signboards, modes of communication shall, with its name, state the phrase "A corporate restructuring company set up under Corporate Restructuring Act 2016". (8) The company shall comply with all other conditions as contained in its Memorandum of Association and in case of any conflict, the above listed conditions shall prevail. (9) The company shall comply with such conditions as may be imposed by the Commission from time to time. (10) This licence is granted for a definite period of three years renewable for further terms of three years each on an application to be submitted to the Commission one month before the expiration of period of licence.

Islamabad
File No.
Date: [Month, Year]
Initials of Licensing Authority
Licence No.----------------

Form IV
[see rule 7(1)]

To,
Securities and Exchange Commission of Pakistan
..................................................................

Subject: APPLICATION FOR RENEWAL OF LICENCE TO A CORPORATE RESTRUCTURING COMPANY UNDER RULE 7 OF THE CORPORATE RESTRUCTURING COMPANIES RULES, 2018

1. Company details

Name
CUIN

Date of expiry of licence

	Day	Month	Year

2. Payment details

Name of Bank
Branch
Fee Paid		Receipt No.
Date of receipt

3. It is requested to kindly grant renewal of licence under rule 7 of the Corporate Restructuring Rules, 2018 having regard to the information stated /attached.

4. It is certified that the information provided in the application and the attached documents are correct to the best of my knowledge and belief and nothing is concealed. I have also scrutinized the application and the accompanying documents, and is satisfied that the same are drawn up in conformity with the provisions of the Corporate Restructuring Companies Act, 2016 and rules made thereunder and fulfill the conditions for the renewal of licence.

5. Particulars of the authorized representative:

Signature
Full Name (in capital letters)
Father's/ Husband's name
Nationality
CNIC No.
Full Address
	Day	Month	Year
6. Date

ANNEXURE

DOCUMENTS TO BE SUBMITTED WITH THE APPLICATION UNDER RULE 7

The application shall be accompanied by the following information/documents/statements:

(a) An 'affidavit/undertaking' on the undermentioned format on stamp paper of appropriate value from each director including Chief Executive as specified; (b) 'Power of Attorney' (Authority Letter) on the undermentioned format on Stamp Paper of appropriate value made by all the directors in favor of a person (meeting the criteria mentioned in the rules) to present the application before the Commission on their behalf, and to make other amendments, additions, corrections etc., in the documents and also to collect licence as specified; (c) Copies of CNICs/passport (in case of foreign national) of all directors (in case of any change from the already submitted information) and authorized representative; (d) Resume on the undermentioned format in respect of each of the existing chief executive and directors in case of any change in the list of promoters/directors as provided at the time of grant of licence/ last renewal of licence; (e) Statement of Past Performance by the Company during last three years; (f) Original paid challan or other prescribed receipt.

AFFIDAVIT / UNDERTAKING

I, Mr. ____________________ son of ____________________, CNIC/Passport number ____________________ resident of ____________________ and chief executive/ director of ____________________ do hereby, solemnly affirm and testify that the contents of the application under rule 7 of the Corporate Restructuring Rules, 2018 and annexed documents are true and correct to the best of my knowledge and belief and declare that:--

(a) I have special knowledge and experience of matters regarding restructuring of companies in distress, financial engineering techniques and capacity to deal with the out of court work out required for the attainment of object of the corporate restructuring company; (b) I have not been associated with any money laundering or terrorist financing activities and neither have approved receipt of nor received such monies and likewise neither have approved disbursement of nor disbursed such monies in any manner for money laundering or terrorist financing purposes; (c) I have not been associated with any illegal banking business, deposit taking or financial dealings; (d) I have never been convicted of fraud or breach of trust or of an offence involving moral turpitude or removed from services for misconduct; (e) I have neither been adjudged an insolvent nor has suspended payment to any financial institution or any other person or has compounded with any creditors; (f) I and the companies, firms, sole proprietorship etc. where I am chief executive, director (other than nominee director), owner or partner etc has no overdue payment of any financial institution; (g) Neither I nor companies in which I am a director or major shareholder have defaulted in paying taxes as on the date of application; (h) I have not been a sponsor, director or chief executive of a defaulting cooperative finance society or finance company; (i) I have never remained nor am on the exit control list of the Ministry of Interior; (j) I shall not enter into any agreement or utilize the assets of the financial institutions for any personal gains; (k) I am fully aware of the affairs of the corporate restructuring company particularly the application for renewal of license under rule 7 of the Corporate Restructuring Rules, 2018; and (l) Whatsoever stated in the application and accompanied documents is true and nothing has been concealed in the application.

Deponent
(Signature of director)

Note: To be made on stamp paper of requisite amount and duly attested by an Oath Commissioner.

Power of Attorney / Authority Letter

We, the following persons, being directors of the company, namely, __________________________________________________ do hereby appoint and authorize Mr. / Ms ____________________ Son/daughter of ____________________ resident of ____________________ whose signatures are given below, to present us before the Securities and Exchange Commission of Pakistan to submit application/ papers for renewal of licence under rule 7 of the Corporate Restructuring Rules, 2018, and to make necessary amendments required by the SECP, to collect licence, and to sign and give necessary explanation on our behalf in relation to the above and the allied matters.

Sr.	Name of director	Signature
(1)	(2)	(3)

Signature: ____________________
[Authorized Representative]
Full Name with CNIC Number

Witness to the signatures:
Signature: ____________________
Full Name, CNIC Number,
Father's/ Husband's Name,
Occupation and Full Address
Date: ____________________ Place: ____________________

Attested by Notary Public
[under his Stamp]

Note: To be made on stamp paper of requisite amount and duly attested by Notary Public.

RESUME
[To be used in application to seek renewal of license to a Corporate Restructuring Company]

Promoter's Name: __________________________________________________ Nationality: __________________________________________________ NIC (Computerized)/ Passport No. (in case of foreigner) __________________________________________________ Old NIC No: __________________________________________________ National Tax Number: __________________________________________________ Date of Birth / Age: __________________________________________________ Father's/Husband's Name: __________________________________________________ Postal Address: __________________________________________________ __________________________________________________ Permanent Address: __________________________________________________ __________________________________________________ Email / Telephone / Fax No. __________________________________________________ Educational Qualifications: __________________________________________________

Experience Details (with reference dates, period/ length of experience, organizations, nature of projects/work responsibilities regarding each of the office held/job performed to be stated in the following three sections):

A. Now working as (describing offices held at the moment and related work responsibilities):

---

B. Previous Experience relating to Main Objects of the proposed Corporate Restructuring Company now being formed:

1. __________________________________________________
2. __________________________________________________
3. __________________________________________________

C. Other experience:

1. __________________________________________________
2. __________________________________________________
3. __________________________________________________

Signature: ____________________
Name: ____________________
[To be signed by the promoter himself /herself or the authorized person presenting documents] Note: If needed, the space for experience detail may be expanded or extra pages annexed.

Form V
[See Rule 7(2)]

LICENCE

RENEWAL OF LICENCE UNDER RULE 7 OF THE CORPORATE RESTRUCTURING COMPANIES RULES, 2018

LICENCE NO. ----------

Whereas the Securities and Exchange Commission of Pakistan (the "Commission"), granted licence and the company was registered on __________ under Section 4 of the Corporate Restructuring Companies Act, 2016 and in pursuance whereof the Company namely-

[Name of Company]

was established as a Corporate Restructuring Company with the primary object [ Main Object] and as more specifically contained in its Memorandum of Association.

2. Now, upon satisfaction by information provided by the Company in its application for renewal of licence dated __________, under rule 7 of the Corporate Restructuring Companies Rules, 2018, the Commission is pleased to renew the licence for a term of three years up to __________, renewable for further terms of three years each on application to be made by the Company to the Commission within one month immediately preceding the aforementioned date of expiration of period.

3. This renewal of licence is granted subject to the conditions as mentioned overleaf.

4. Given under my hand at Islamabad this __________ day of [Month, Year].

Signature

SEAL

Conditions for renewal of licence to
NAME OF CORPORATE RESTRUCTURING COMPANY

Licence No. __________

(1) The subject company (CRC) shall conduct due diligence at the time of acquiring / buying non-performing assets from a financial institution/ company.
(2) The Chief Executive and the directors of the subject company shall not resign/ leave office without prior approval of the Commission.
(3) No new director in lieu of the retiring / resigning/ casual vacancy shall be appointed by the Company unless prior approval of the Commission on application to appoint him/her as director is obtained. (4) The directors, officers or employees of the subject company, at all times, shall ensure compliance with the eligibility criteria specified in the Corporate Restructuring Companies Act, 2016, 2018. (5) change in the Memorandum and Articles of Association of the company shall be made except with the prior approval of the Commission and subject to the provisions of the Companies Act 2017. (6) The company in all its letterheads, documents, signboards, modes of communication shall, with its name, state the phrase "A corporate restructuring company set up under Corporate Restructuring Companies Act 2016". (7) The company shall comply with all other conditions as contained in its Memorandum of Association and in case of any conflict, the above listed conditions shall prevail. (8) The company shall comply with such conditions as may be imposed by the Commission from time to time. (9) This licence is renewed for a definite period of three years renewable for further terms of three (3) years each on an application to be submitted to the Commission one month before the expiration of period of licence.

Islamabad
File No.
Date: [Month, Year]
Initials of Licensing Authority

[No. __________ ]

( ____________________ )

CLD/CCD/602/24/2016

( BILAL RASUL )
Secretary to the Commission