THE GAZETTE OF PAKISTAN
Islamabad, Thursday, December 7, 2000
PART II
Statutory Notifications (S.R.O.)
GOVERNMENT OF PAKISTAN
SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN
(Enforcement and Monitoring Division)
ORDER
Islamabad, the 6th December, 2000
S.R.O. 865(I)/2000.-- In exercise of the powers conferred by
sub-section (1) of section 246 of the Companies Ordinance, 1984 (XLVII of 1984) read with
clause (o) of sub-section (4) of section 20 of the Securities and Exchange Commission of
Pakistan Act, 1997 (XLII of 1997) and in supersession of Notification No. S.R.O.
634(I)/96, dated 30th July, 1996, the Securities and Exchange Commission of Pakistan is
pleased to order that a company listed on a stock exchange in Pakistan shall, while
issuing notice for its general meeting where a special business related to investments in
any of its associated companies or associated undertakings is to be transacted under
section 208 of the said Ordinance, annex a statement, pursuant to clause (b) of
sub-section (1) of section 160 of that Ordinance, setting out, among others, the following
information, namely:--
(a) In case of equity investment:
(i) Name of investee company or associated undertaking;
(ii) Nature, amount and extent of investment;
(iii) Average market price of the shares intended to be purchased during preceding six
months in case of listed companies;
(iv) Break-up value of shares intended to be purchased on the basis of last published
financial statements;
(v) Price at which shares will be purchased;
(vi) earning per share of investee company in last three years;
(vii) source of funds from where shares will be purchased;
(viii) period for which investment will be made;
(ix) purpose of investment;
(x) benefits likely to accrue to the company and the shareholders from the proposed
investment; and
(xi) interest of directors and their relatives in the investee company.
(b) In case of loans and advances:
(i) name of investee company together with the amount and purpose of loan or advance; in
case any loan had already been provided or loan has been written off to the said investee
company, the complete details of the said loan;
(ii) a brief about the financial position of the investee company on the basis of last
published financial statements;
(iii) rate of mark-up to be charged;
(iv) particulars of collateral security to be obtained from borrower and; if not needed,
justification thereof;
(v) Source of funds from where loan or advance will be given;
(vi) repayment schedule;
(vii) purpose of loans and advances; and
(viii) benefits likely to accrue to the company and the shareholders from loans and
advances.
2. The company shall, simultaneously with the dispatch of the aforesaid notice and
statement to its members, send a copy thereof to the Securities and Exchange Commission of
Pakistan, Islamabad, by fax and courier service.
3. Is case any decision to make investment under authority of a resolution is not
implemented till the holding of a subsequent general meeting, its status including the
following must be explained to the shareholders through a statement under sub-sections (1)
of section 160 of the Companies Ordinance, 1984 (XLVII of 1984), namely:--
(i) reasons for not having made investment so far; and
(ii) major change in financial position of investee company since date of last resolution.
4. In the event of default in complying with this Order, the Company, and every office of
the company who willfully authorizes or permits default, shall be liable to a fine which
may extend to one thousand rupees for every day during which the default continues.
[No. SECP/Misc/208/96.]
MOHAMMAD HAYAT JASRA,
Executive Director (Law)
