GOVERNMENT OF PAKISTAN
SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN -.-.-.- Islamabad, the March 31, 2021

NOTIFICATION

S.R.O. 379(I)/2021.- 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 partial supersession of its earlier notification S.R.O. 889(I)/ 2019 dated July 29th, 2019 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 the Commissioner and officers of the Securities Market Division, namely:-

POWERS AND FUNCTIONS OF THE COMMISSION DELEGATED TO COMMISSIONER (SMD)

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 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.	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 the Companies (Further Issue of Shares) Regulations, 2020	Nature of power/function in respect of Public Listed Companies
1.	6(iv)	To approve issue of shares with differential rights.
2.	6(v)	To approve reschedule, amend, alter, vary or reassess terms and condition of preference shares.
3.	6(vi)	To issue directions in the event of default under sub-regulation (v) of regulation 6.

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, 2019	Nature of power/function in respect of Public Listed Companies
1.	38	To approve relaxation from mandatory requirements of the regulations 3,6,7,8,27,32,33 and 36 in terms of regulation 38 subject to such conditions as may be deemed fit.

POWERS AND FUNCTIONS OF THE COMMISSION DELEGATED TO OFFICERS OF SECURITIES MARKET DIVISION (SMD):

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)

(1) Head of Department (Primary Market Approvals and Development Department, SMD)

S. No.	Relevant section of the Companies Act, 2017 (XIX of 2017)	Nature of power/function
1.	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.
2.	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, 2020	Nature of power/function in respect of Public Listed Companies
1.	3(3)	To extend time for book closure of right shares.

(2) Head of Department (Policy, Regulation and Development Department, SMD)

S. No.	Relevant section of the Companies Act, 2017 (XIX of 2017)	Nature of power/function in respect of Public Listed Companies
1.	125 (1)	To extend the period of book closure mentioned in sub-section (1) for a further period of fifteen days.
2.	132 (1)	To grant extension in period up to thirty days for holding annual general meeting, for public listed companies.
3.	147(1)	To call or direct the calling of an overdue statutory meeting, annual general meeting or an extraordinary general meeting of a company.
4.	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.
5.	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.
6.	196 (1)	To accord approval for appointment of any sole purchase, sale or distribution agent of a company.
7.	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.
8.	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.
9.	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).
10.	237 (1) (b) 2nd 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.
11.	243(2)	To allow a company to withhold or defer payment of dividend.
12.	246(6)	To grant approval for appointment of auditors in place of the auditors removed during their tenure.
13.	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.

S.No.	Notification regarding website maintenance	Nature of Power/Function in respect of Public Listed Companies
1.	S.R.O. 1196 (I)/2019	To grant relaxation from the prescribed requirements.

In case, the posts of Head of Department (Policy, Regulation and Development Department, SMD) is vacant, or he/she is unavailable or unable to perform his/her functions, the powers and functions delegated to him/her through this notification shall stand delegated to the Commissioner (Policy, Regulation and Development Department, SMD)

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

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 above referred notifications partially superseded by this notification shall be valid and under lawful authority.

Any pending proceedings under the aforesaid modified or superseded 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.

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Secretary to the Commission

( Bilal Rasul )