Rule · SECP · 19 Oct 2015
Directors, executive officers, and substantial shareholders must notify listed companies of beneficial ownership in Form 1 and report changes in Form 2. Companies must maintain a register in Form 3, notify the Commission in Form 4 upon receiving such notices, and file annual returns (SMD-BO-107) with detailed ownership and trading data within forty-five days of the annual general meeting. Short-term gains under six months must be reported in Form 7 and tendered to the Commission within seven days of accrual. Directors, officers, and shareholders must also submit statements in Form 5 and changes in Form 6 to the Commission.
PART II
Statutory Notifications (S.R.O.)
GOVERNMENT OF PAKISTAN
Securities and Exchange Commission of Pakistan NOTIFICATION Islamabad, October 19, 2015, S. R. O. 1032 (1)/2015;- In exercise of powers conferred by sub-section (I ) of section 169 read with Sections 101, 102. 103, 104 and 107 of the Securities Act, 2015 (Act No.III of 2015), Securities and Exchange Commission of Pakistan hereby makes the following Regulations, the same being previously published in Official Gazette vide S.R.O. 887/2015 dated September 1, 2015 and also placed on its website as required under sub-section (4) of section 169 of said Act, namely:-
CHAPTER 1 PRELIMINARY
(d) "Substantial Shareholder" shall have the same meaning provided in Section 2 of the Act. (2) Words and expressions used but not defined in these Regulations shall have the same meaning as assigned to them in the Securities Act, 2015 (III of 2015), the Companies Ordinance, 1984(XLVII of 1 984), or the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997).
CHAPTER II
Substantial Shareholding Disclosure
3. Reporting of beneficial ownership in the listed equity securities under section 101 to section 103
of the Act:- (l) Any person Who becomes a director, executive officer, or substantial shareholder of a listed company shall give notice in writing to the company in Form I of his beneficial ownership in the equity securities Of the company and in Form 2 for any subsequent change therein or any gain therefrom. (2) Every listed company shall, in accordance with Section 102 of the Act, keep and maintain a register of its directors interest notified under Section 101 of the Act in Form 3. [(2a) The register maintained under sub-regulation (2) shall be kept at the registered office of the Company and shall be open to inspection by any member of the company during the office business hours; Provided that the register may be maintained on paper or in any electronic form under these regulations and shall remain easily accessible all the times during the office business hours. Provided further that the register shall remain close during the period of book closure as announced by the company; (2b) It shall be duty of every listed company to produce the register maintained under sub-regulation (2) at the commencement of every annual general meeting of the company and remain open and accessible during the continuation of the said meeting for the inspection of any person attending the meeting”;]1 (3) The listed company shall notify the Commission in Form 4 whenever such company receives Form-I from director, executive officer, or substantial shareholder pursuant to the requirement of section 101(1) of the Act. (4) The directors, executive officer and substantial shareholder of equity securities in a listed company shall, in accordance with section 103 of the Act submit statement of beneficial ownership in Form 5 and report any subsequent change therein or position to the Commission in Form 6.
1 SRO 245(I)/2017 dated April 7, 2017
(5) [The directors, executive officer and substantial shareholder of a listed company may apply to the Commission to obtain certified copy of their returns and forms filed with the commission under these regulations; and]2
4. Computation of Gain under section 104 of the Act:- (l) Any gain made from the purchase and
sale, or sale and purchase, of any beneficially owned listed equity securities within a period of less than six months shall be reported to the Commission in Form 7 within seven day of accrual and shall be tendered to the Commission for onward credit to the Federal Consolidated Fund. (2) The gain referred to under sub regulation (l) shall be computed in the following manner, namely:- (a) by matching the transactions in chronological order and the recoverable amount shall be calculated with respect to every individual transaction by refèrence to the difference between the sale price and the purchase price, made within the period of less than six months; Explanation:- For the purposes of this clause the term "gain" includes profit made by purchase and sale or sale and purchase of same class of securities, within the period of six months. (b) the purchases and sales shall be matched as aforesaid so long as the securities involved in the purchase and sale are of the same class and of the same listed company and for this purpose the shares shall be deemed as fungibles; (c) any loss arising out of any involved transaction in a listed security, shall be setoff against the gain arising out of such security computed in the manner aforesaid; (d) the amount of brokerage, stamp duty and other expenditure actually paid or incurred in making the gain may be deducted by the person by whom it is to be reported or tendered subject to production of such documentary evidence in support of the payment having been made or expenditure having been incurred as may be acceptable to the Commission; and (e) matching of cum-bonus/cum-right shares sold after announcement of said pay-out, duly approved by Board of Directors, with purchase of ex-bonus/exright shares, sale price may be adjusted to the extent of pay out, subject to production of such documentary evidences. (3) For the purpose of sub-regulation (l) the following shall not constitute a purchase:- (a) a security acquired in good faith in satisfaction of debt previous y contracted; (b) distribution of bonus shares;
2 SRO 245(I)/2017 dated April 7, 2017
(c) allotment of right shares by a listed company to an existing shareholder either Otl the basis of his entitlement or on account of purchase of right allotment letters from market; and (d) allotment of shares under employees stock option scheme.
5. Annual Return to be filed with the Commission.- (I) Every listed company shall once in each year in
accordance with section 107 of the Act:-
(a) prepare and file online the following information as per detail given in eServices Process of the Commission titled as Annual Return by listed companies SMD-BO-107,- (i) Issuer company information; (ii) Particulars of each director, executive officer and substantial shareholder of the issuer company and their beneficial ownership; (iii) Particulars of dependents i.e. spouse, minor children and other dependent relatives of each director, executive officer and substantial shareholder and their beneficial ownership. (iv) Particulars of private companies where each directors executive officer and substantial shareholder is shareholder, but the private company holds less than ten percent shareholding in the issuer company; (v) Particulars of associated companies [and substantial shareholders;]3 (vi) Detail of trade carried out by each director, executive officer and substantial shareholder during the period from previous annual general meeting to present annual general meeting; and (vii) Summary of shareholding; (b) Prepare and file a soft copy of list of members (Physical Shareholders and Central depository Accountholders) in MS Excel in accordance with the format and instructions given at the bottom of the aforesaid e-Services Process. (2) Every listed company is required to file the information prescribed in sub-regulation (l) with the Commission within forty five days from the date of the annual general meeting held in the year or. where no such meeting is held or if held is not concluded, from the last day of the calendar year to which it relates. (3) The Commission may provide e-service for the electronic filing or lodging of any Form, document and return required to be filed or lodged with the Commission:
Provided that the Commission upon an application received along with non-refundable processing fee prescribed by the Commission and justification for filing of the information in physical form instead of online, may allow the applicant to do so, subject to such conditions as deemed fit. 6 Filing Fee: ( I ) Any Form, document and return required to be filed with the Commission under these Regulations shall be accompanied by fee, notified by the Commission from time to time. (2) The fee iör the filing of any Form. document and return may be paid through any of the acceptable methods of payment notified by the Commission from time to time.
3 SRO 245(I)/2017 dated April 7, 2017
FORM 1
The information given in the Form is not intended to be exhaustive.
The Company may seek any other information
The Chief Executive Officer, Date …./……/…..
…………..
………..
Subject: Notice of beneficial ownership to the company under section 101(1) of the Securities Act, 2015 by Director, Executive Officer and Substantial Shareholder Dear Sir, It is notified pursuant to Section 101(1) of the Securities Act, 2015 that I (insert name) -------------------- -------- has become (insert designation/status) ------------------------ of (insert name of company) ---------- ----------------------on (insert date of acquisition of beneficial ownership) -----------------------------. Detail of my beneficially owned equity securities as on aforesaid date is as under:- 1 2 3 4 5 6 7 Sr. No. Securities beneficially owned, held, or controlled by Name CNIC/Passport/ Registration No. (as the case may be) Class of securities No. of securities held Cost (Rs.) 1 Self 2 Spouse 3 Other dependent(s) along with nature of relationship 4 *Private company, where returnee is a shareholder Total=
Note :
(1) For the purposes of sections 101 to 107 of the Securities Act, 2015, the term “executive officer” - includes but not limited to the chief executive, chairman, chief financial officer, secretary, auditor or any other officer of the company as may be prescribed by the Commission. (2) For the purposes of sections 101 to 107 of the Securities Act, 2015 beneficial ownership of securities of any director, executive officer or substantial shareholder (in case of natural person) shall be deemed to include the securities beneficially owned, held or controlled by; a) him/her; b) the wife or husband of a director of a company (not being herself or himself a director of the company); c) the minor son or daughter of a director where “son” includes step-son and “daughter” includes step-daughter; and “minor” means a person under the age of 18 years; d) a private company, where such director, executive officer or substantial shareholder is a shareholder, but to the extent of his proportionate shareholding in the private company:
Provided that “control” in relation to securities means the power to exercise a controlling influence over the voting power attached thereto. Provided further that in case the substantial shareholder is a non-natural person, only those securities will be treated beneficially owned by it, which are held in its name. (3) Every Director, executive officer and substantial shareholder of a listed Company who is or has been the beneficial owner of any equity securities is required to submit this return to the Company within the period specified under section 101 of the Securities Act, 2015. (4) The statement must be signed by the director, executive officer or substantial shareholder, and in the case of a Company, by its Chief Executive, Director or Secretary. (5) Please furnish separate statement for each class of equity security beneficially owned. FORM 2 The information given in the Form is not intended to be exhaustive. The Company may seek any other information The Chief Executive Officer, Date….../…../……. ………….. ………..
Subject: Notice of change in beneficial ownership/gain made to the company under section 101(2) of the Securities Act, 2015 by Director, Executive Officer and Substantial Shareholder of M/s………………………… Dear Sir, It is notified pursuant to Section 101(2) of the Securities Act, 2015 that the following change(s) has/have taken place in my beneficial ownership in above named company:- Sr. No. Change in Securities beneficially owned, held, or controlled by Name Nature of Change No. of Securities (Shares) Price per share, if any 1 Self 2 Spouse 3 Other dependent(s) along with nature of relationship 4 Private company, where returnee is shareholder
2. Subsequent to aforesaid change(s), my total beneficial ownership in the company is as
under:-
Sr.
No.
Securities beneficially owned, held, or controlled by Name No. of Securities (Shares) held 1 Self 2 Spouse 3 Other dependent(s) along with nature of relationship 4 *Private company, where returnee is shareholder Total *Give your proportionate shareholding in column 3 of the Table. i.e. No. of shares of the private company held by you divided by total issued shares of the private company multiplied by No. of shares of the listed company held by private company.
3. It is further notified pursuant to section 101(2)(b) of Act that gain of Rs. ------ ------ ------
has been made by me on purchase and sale or sale and purchase of securities within the period of less than six months during the period from -------- to --------------------. 4 Signature 5 Name 6 Designation 7 CNIC/Passport/Registration/UIN No.
8 CDC Investor Account No.
9 CDC Sub-Account(s) No.
10 Date
Note :
(1) For the purposes of sections 101 to 107 of the Securities Act, 2015, the term “executive officer” - includes but not limited to the chief executive, chairman, chief financial officer, secretary, auditor or any other officer of the company as may be prescribed by the Commission. (2) For the purposes of sections 101 to 107 of the Securities Act, 2015 beneficial ownership of securities of any director, executive officer or substantial shareholder (in case of natural person) shall be deemed to include the securities beneficially owned, held or controlled by; a) him/her; b) the wife or husband of a director of a company (not being herself or himself a director of the company); c) the minor son or daughter of a director where “son” includes step-son and “daughter” includes step-daughter; and “minor” means a person under the age of 18 years; d) a private company, where such director, executive officer or substantial shareholder is a shareholder, but to the extent of his proportionate shareholding in the private company:
Provided that “control” in relation to securities means the power to exercise a controlling influence over the voting power attached thereto. Provided further that in case the substantial shareholder is a non-natural person, only those securities will be treated beneficially owned by it, which are held in its name. (3) Every Director, executive officer and substantial shareholder of a listed Company who is or has been the beneficial owner of any equity securities is required to submit this return to the Company within the period specified under section 101 of the Securities Act, 2015. (4) The statement must be signed by the director, executive officer or substantial shareholder, and in the case of a Company, by its Chief Executive, Director, Secretary or authorized representative. (5) Please furnish separate statement for each class of equity security beneficially owned.
Form 3
The information given in the Form is not intended to be exhaustive.
The Company may add/insert any other necessary information Register of Directors’ interest to be maintained by company under section 102 of the Securities Act, 2015
Part-A (personal particulars of Director/Executive Officer/Substantial Shareholder)
Folio No. ----------- Date ---------------
Name --------------------- Designation --------------- CNIC/Passport/Registration No. ------------ Date of becoming Director/Executive Officer/Substantial Shareholder ----------- CDC Investor account ---------------------- Folio No. (in case of physical shares) ------ CDC sub account -------------------- UIN ----------------------------
Part-B (Detail of Beneficial Ownership)
Sr. No.
(1)
Securities beneficially owned, held, or controlled by (2) Name (3) No. of Securities (Shares) held (4) Cost (Rs.) (5) 1 Self 2 Spouse 3 Other Dependent(s) 4 *Private company, where director/executive officer /substantial shareholder is shareholder Total *Give proportionate shareholding in column 4 of the Table. i.e. No. of shares of the private company held by director/executive officer/substantial shareholder divided by total issued shares of the private company multiplied by No. of shares of the listed company held by private company.
Part-C
Detail of Change(s) in Beneficial Ownership:-
Date Nature of
Change
Rate per
Share, if any
Change in Securities (No. of shares) beneficially owned, held or controlled by Total Closing Shareholdi ng/ beneficial ownership Signature of authorized officer of the Company with date Self spouse Dependent(s) Private Company
Form 4
Notification to the Commission by listed company under section 102(3) of the Securities Act, 2015 Reference No. Date ……/……./…… Securities and Exchange Commission of Pakistan, Securities Market Division, ------------- --------------- Subject: Notification to the Commission under Section 102(3) of the Securities Act, 2015 Dear Sir, (Insert Name of the Company) ------------------ has received a notification under section 101(1) of the Securities Act, 2015 on ----------------------, which states that (insert name ) ------------------------------ has become (insert designation/status) ------------------ of the Company on ----------------------------. As per information provided in Form 1, detail of his/her/its information is as under:- Sr. No. (1) Securities beneficially owned, held, or controlled by (2) Name (3) CNIC/Passport/ Registration No. (4) No. of Securities (Shares) held (5) 1 Self 2 Spouse 3 Dependents 4 Private Company (ies)
2. Fee Paid (Rs.) Name & Branch of
the Bank
Day Month Year
3. Receipt No. Date
(Bank challan to be attached in original)
Signature --------------------
Designation ------------------
Date -------------------------
Website address of the company ------------------
FORM 5
THE SECURITIES ACT, 2015
SECTION 103(1)(a)
RETURN CONTAINING PARTICULARS OF BENEFICIAL
OWNER SHIP OF LISTED SECURITIES
AS AT --------------------------------
Please complete in typescript or in bold block capitals.
(Bank challan to be attached in original)
5. In pursuance of Section 103(1)(a) of the Securities Act, 2015, I hereby submit statement of securities
beneficially owned, held or controlled by me, my spouse/dependents and private company(ies) having less than ten per cent shares of the issuer company, where I am a shareholder:-
Part-A: Detail of Securities beneficial owned, held or controlled by Self, spouse/dependents, by private company
(which is not substantial shareholder of the above named company) (i) By self
1 2 3 4 5 6 7 8 9
Name Father’s/ husband’ s name
Addres s
CNIC/
Passport/
Registrati on No.
Nationalit y
Class of
Securitie s
Number of securities
(Shares) held
Beneficial ownership in % of the issued shares of Company Cost (Rs.)
(ii) by spouse/dependents
1 2 3 4 5 6 7 8
Name Relationship CNIC
No.
Nationality Class of
Securities
Number of (shares) securities
Beneficial ownership in % of the issued shares of Company Cost (Rs.)
(iii) by private company (which is not substantial shareholder of the above named company) 1 2 3 4 5 6 7 8 Name(s) of Private Company (ies) Incorporation No. Address Class of Securities Number of securities held holding of the private company in % of the issued shares of Company the listed company *My interest in % in the private company Beneficially owned No. of securities by me through the private company
Description No. of Securities
(shares) beneficially owned
Beneficial ownership in % of the issued shares of listed company Shares shown in column 7 of Part-A(i) Shares shown in column 6 of Part-A(ii) Shares shown in column 8 of Part-A(iii) Total Beneficial ownership
7. I hereby declare that the information given in respect of my ownership and of the persons mentioned
above is correct and compete to the best of my knowledge and belief.
Signature ………………………………
Name ………………………………
Designation ………………………………
CDC Investor Account ………………………….
CDC sub-account ………………………………
UIN ..……………………………
Date ………/…………/…………
Note :
(6) For the purposes of sections 101 to 107 of the Securities Act, 2015, the term “executive officer” - includes but not limited to the chief executive, chairman, chief financial officer, secretary, auditor or any other officer of the company as may be prescribed by the Commission. (7) For the purposes of sections 101 to 107 of the Securities Act, 2015 beneficial ownership of securities of any director, executive officer or substantial shareholder (in case of natural person) shall be deemed to include the securities beneficially owned, held or controlled by; e) him/her; f) the wife or husband of a director of a company (not being herself or himself a director of the company); g) the minor son or daughter of a director where “son” includes step-son and “daughter” includes step-daughter; and “minor” means a person under the age of 18 years; h) a private company, where such director, executive officer or substantial shareholder is a shareholder, but to the extent of his proportionate shareholding in the private company:
Provided that “control” in relation to securities means the power to exercise a controlling influence over the voting power attached thereto. Provided further that in case the substantial shareholder is a non-natural person, only those securities will be treated beneficially owned by it, which are held in its name.
(8) Every Director, executive officer and substantial shareholder of a listed Company who is or has been the beneficial owner of any equity securities is required to submit this return to the Commission within the period specified under section 103 of the Securities Act, 2015. (9) The statement must be signed by the director, executive officer or substantial shareholder, and in the case of a Company, by its Chief Executive, Director or Secretary. Please furnish separate statement for each class of equity security beneficially owned. FORM 6 THE SECURITIES ACT, 2015
SECTION 103(1)(b)/(c)
RETURN CONTAINING PARTICULARS OF
CHANGE IN BENEFICIAL OWNER SHIP OF LISTED SECURITIES AS AT -------------------------------- Please complete in typescript or in bold block capitals.
(Bank challan to be attached in original)
Description No. of Securities beneficially owned Beneficial ownership in % of the issued shares of listed company Shares shown in column 9 of
Part-A(i)
Shares shown in column 10 of Part-A(ii)
Shares shown in column 11 of Part-A(iii)
Total Beneficial ownership
6. I hereby declare that the information given in respect of my ownership and of the persons mentioned
above is correct and compete to the best of my knowledge and belief.
Signature ………………………………………………
Name .................................................................…... Designation ……………..……………………………….. Investor account ………………………………………. CDC sub-account……………………………………………. Date………/…………/………….. Note :
(10) For the purposes of sections 101 to 107 of the Securities Act, 2015, the term “executive officer”
Provided further that in case the substantial shareholder is a non-natural person, only those securities will be treated beneficially owned by it, which are held in its name. (12) Every Director, executive officer and substantial shareholder of a listed Company who is or has been the beneficial owner of any equity securities is required to submit this return to the Commission within the period specified under section 103 of the Securities Act, 2015. (13) The statement must be signed by the director, executive officer or substantial shareholder, and in the case of a Company, by its Chief Executive, Director or Secretary. Please furnish separate statement for each class of equity security beneficially owned. FORM -7 THE SECURITIES ACT, 2015
SECTION 104
REPORTING OF GAIN MADE BY THE BENEFICIAL OWNER AS AT -------------------------------- Please complete in typescript or in bold block capitals.
Purchase during six months
Sales during six months Calculation
(difference in price x no. of shares)
Date No. of shares
Rate Per share
(Rs.)
Date No. of
Shares
Rate per share
(Rs.)
Difference in price
(Rs.)
No. of shares involved
Amount of
Gain/loss (Rs.)
Total Gain Rs.
A. Whether such gain has been tendered to the Commission for onward credit to Federal Consolidated Fund. If so, please furnish evidence. B. Particulars of such gain accrued earlier but not tendered to the Commission within six months of its accrual, if any:
6. I hereby declare that the information given in respect of my ownership and of the persons mentioned
above is correct and complete to the best of my knowledge and belief.
Signature ……………………………….
Name ………………………………..
Designation ………………………………..
CNIC No. ………………………………..
Date ………/…………/…………....
Note from RegAlert. AI assistants can read this document in full, and search 70,000+ more, through the RegAlert MCP connector (https://mcp.regalert.today/mcp). Free with an account. How to connect ChatGPT, Claude or Cursor.
More like this from SECP
SECP published 3 documents in the last 30 days. We email you each new one the day it's published.
Source: Securities and Exchange Commission of Pakistan — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works
In RegAlert: added