NOTIFICATION

S.R.O. 765(I)/2022.- In exercise of the powers conferred by section 10 of the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997), the Securities and Exchange Commission of Pakistan (the “Commission”) in partial modification of earlier notifications, S.R.O. 115(I)/2020 dated February 18, 2020, S.R.O. 1212 (I)/2019 dated October 7, 2019, S.R.O. 1063(I)/2017 dated October 18, 2017 and S.R.O. 247 (I)/2017 dated April 7, 2017, and 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 Securities Market Division and Head of Department, Primary Market Approvals and Development Department, namely:-

The delegation of power is only with respect to Real Estate Investment Trust Function.

A. Powers of Commission delegated to Commissioner Securities Market Division:

1. Companies Act, 2017 (XIX of 2017)

S.No.	Relevant section of Companies Act, 2017	Nature of Power/Function
(i).	503	To accord approval subject to conditions in cases where powers of the Commission have been delegated.
(ii).	82(2)	To sanction issue of shares at discount
(iii).	83(1)(b)	To allow issuance of further capital without issue of right shares.
(iv).	132(1)	To grant extension in period for holding AGM beyond the due date.
(v).	182	To accord approval for the grant of a loan to director of the company or its holding company or any of his relative and give a guarantee or provide security in connection with the loan.
(vi).	223 (2)	To grant extension in the period for laying the financial statements of an NBFC in the AGM beyond the due date.
(vii).	228(7)	To grant exemption from provisions relating to consolidated financial statements.
(viii).	229(2) & (3)	To extend the financial year and grant such other relaxation as may be incidental or ancillary.
(ix).	243(2)	To allow a company to with-hold or defer payment of dividend.
(x).	246(6), (7) & (8)	To appoint or remove auditors and to fix their remuneration in case they are not appointed by a company and its director within the prescribed period.
(xi).	247(8)	To appoint a qualified person as an auditor of a company in case of unqualified person appointed as auditor by the company.
(xii).	419	To make appointment of auditors and fix their remuneration, if no such appointment is made by the members or creditors.
(xiii).	463 (3)	To accord special permission to take over or remove any original document from custody of registrar.

2. Companies Ordinance, 1984 (XLVII of 1984) [PART VIIIA]:

S.No.	Relevant section of Companies Ordinance, 1984	Nature of Power/Function
(i).	282(B)(3)	To issue directives, circular, codes, guidelines, etc.
(ii).	282 (C) (A)	Registration of notified entity

3. Non-Banking Finance Companies (Establishment and Regulation) Rules, 2003:

S.No.	Relevant section of Non-Banking Finance Companies (Establishment and Regulation) Rules, 2003	Nature of Power/Function
(i).	4(2)	To grant permission to form an NBFC.
(ii).	4(3)	To grant extension for the validity of permission to form an NBFC.
(iii).	5(6)	To grant license for carrying one or more forms of business by an NBFC.
(iv).	5(6)(e)	To approve sale or transfer of shares of company’s promoters or major shareholders and directors from Central Depository Company of Pakistan Limited blocked account.
(v).	5(6)(f)	To approve entering into agreement for sale or transfer of shares by company’s promoter(s) or majority shareholder(s) and director(s).
(vi).	5(6)(g)	To approve the appointment of chief executive of the company.
(vii).	5(6)(h)	To approve the change in the Memorandum of Association of the company.
(viii).	5(6)(m) first proviso	To impose additional conditions or grant extension in time to comply with the conditions regarding grant of license.
(ix).	5(7)	To impose such additional conditions while granting license.
(x).	5(7)(a)	To give extension in time for commencement of business on the application made by the company.
(xi).	5(9)	To renew license of a company
(xii).	5(10)	To impose any other conditions subsequent to the grant of license to the company.
(xiii).	7(1)(h) proviso	To allow the NBFC to continue its operations in case of decrease in its rating.
(xiv).	7(1)(j)	To approve the code of conduct of an association
(xv).	7(2)(a) proviso	To grant exception from the applicability of rule 7(2)(a).
(xvi).	7(2) (aa)	To approve or refuse appointment or change of chief executive or any of the directors of an NBFC.
(xvii).	7(2) (ba) proviso	To approve strategic investments in financial services company by an NBFC.
(xviii).	7(2)(c)	To approve formation or sale or transfer of ownership of shares in subsidiary or associated company, merger, acquisition or takeover of any other company by an NBFC.
(xix).	7(2) (ca)	To approve sale of strategic investments.
(xx).	7(2) (cb)	To approve merger, acquisition or takeover by an NBFC.
(xxi).	7(2)(f)	To approve removal of records or documents to a place outside Pakistan by an NBFC.
(xxii).	7(2)(i)	To approve offering of its own or other securities for any consideration other than cash or making loan or advance against these securities by an NBFC.
(xxiii).	7(2)(j)	To specify through notification holding, dealing or trading in real estate by an NBFC.

4. Listed Companies (Code of Corporate Governance) Regulations, 2019:

S.No.	Relevant section of Listed Companies (Code of Corporate Governance) Regulations, 2019	Nature of Power/Function
(i).	38	To approve relaxation for NBFC from mandatory requirements of the regulation 3, 6, 7, 8, 27, 32, 33 and 36 of these Regulations for reasons to be recorded in writing, on the application by the company and extend the time for compliance of the same subject to such conditions as it may deem fit

B. Head of Department, Primary Market Approvals and Development Department:

1. Real Estate Investment Trust Regulations, 2015:

S.No.	Relevant section of Real Estate Investment	Nature of Power/Function
	Trust Regulations, 2015
(i).	3C	To accord consent on the Trust Deed

In case the post of the Head of Department, Primary Market Approvals and Development Department is vacant or he/she is unable to perform his/her functions or he/she is unavailable to exercise the powers and functions delegated to him/her through this notification, shall stand delegated to the Commissioner who shall have the authority to exercise all powers so delegated.

This notification shall not affect anything done, order made, notification issued, show cause issued, circular made, proceeding commenced, penalty imposed and/or collected, sanction granted, approval made, fee directed or collected, direction given, investigation, inspection or inquiry conducted or any other action taken or done under or in pursuance of the above referred superseded notifications, shall be valid and under lawful authority.

Any pending proceedings under the said modified 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.

[F. No. SY/SECP/8/13]

( Bilal Rasul )
Secretary to the Commission

S.R.O. 765(I)/2022 – Delegation of Power (REIT Function)