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A
BILL
further to amend the Central Depositories Act, 1997 (XIX of 1997)
WHEREAS it is expedient further to amend the Central Depositories (Amendment) Act, 1997 for the purposes hereinafter appearing;
It is hereby enacted as follows:-
1. Short title and commencement.- (1) This Act may be called the Central Depositories (Amendment) Act, 1997.
(2) It shall come into force at once.
2. Amendment of Section 2, Act XIX of 1997.-
In the said Act,-
(1) In sub-section (1), a comma shall be inserted after the word "access".
(2) In clause (a) of sub-section (10), the words "shares" and "debentures" shall be replaced by the words "share" and "debenture".
(3) In sub-section (18),
(i) The word "regulations shall be replaced by with the word "rules".
(ii) The full stop (.) printed after the word "means" shall be deleted.
(4) In sub-clause (iii) of clause (d) of sub-section (19) the word "paragraphs" shall be replaced by the word "paragraph".
3. Amendment of section 3, Act XIX of 1997.-
In the said Act,-
(1) In section 3 brackets, word and numerals "(XLVII of 1984)" shall be inserted after the words "Companies Ordinance, 1984".
4. Amendment section 4, Act XIX of 1997.-
In the said Act,-
(1) In sub-section (4) the word "containing" shall be replaced by the word "contained".
(2) In sub-section (5) the word "any" shall be inserted after the word "title to".
5. Amendment of section 5, Act XIX of 1997.-
In the said Act,-
(1) In sub-section (4)
(i) a comma shall be inserted after the words "members of an issuer".
(ii) a comma shall be inserted after the words "sight in the issuer."
(iii) the word "the" shall be inserted after the words "in respect of which"
6. Amendment of section 6, Act XIX of 1997.-
In the said Act,-
(i) In section 6 the words "in the regulation" the word "prescribed" shall be inserted.
(ii) In sub-section (2) word "a" shall be inserted after the word "shall be".
7. Amendment of section 7, Act XIX of 1997.-
In the said Act,-
(i) In clause (b) of section 7 commas and words ",where applicable." shall be inserted.
(ii) The word "Character" shall be replaced by the word "charter".
8. Amendment of section 8, Act XIX of 1997.-
In the said Act,-
(i) In section 8 the words "and the cases" shall be deleted.
(ii) In sub-section (3) the full stop (.) appearing after the word "not" shall be deleted.
(iii) In clause (b) of sub-section (3) the phrase "document fo title" shall be replaced by "document evidencing title.
9. Amendment of section 9, Act XIX of 1997.-
In the said Act,-
(i) In section 9 the word "issuers" shall be replaced by word"issuer".
(ii) In clause (b) of sub-section (1) the word "or documents" shall be inserted after the words "any other notices".
(iii) In clause (c) of sub-section (1) the words "the purpose of" shall be deleted.
(iv) In clause (d) of sub-section (1) the word "or" shall be inserted at the end.
(v) In clause (e) of sub-section (1) the semi colon and word ";or" shall be replaced by full stop (.).
(vi) In sub-section (2) the words "and in this section" shall be inserted at the end of the proviso.
(vii) In sub-section (3)
(i) the words "called by" shall be replaced by the word "of".
(ii) the words "or to receive any offers for subscription of any shares in the issuers" shall be deleted.
(viii) sub-section 95) shall be replaced with the following:-
"An issuer is liable to pay any dividend or other amount, shall pay such dividend or other amount in accordance with such information as a central depository may give in accordance with the regulation and such payment shall discharge the issuer from any liability in respect of that payment."
(ix) In sub-section 96) the word "sent" shall be replaced by the word "send".
(x) After section 9, a new section 9A shall be inserted:-
9A(1) An issuer who is to issue any offers for subcription of any securities to any account holders or sub-account holders shall, in accordance with the regulations, issue such offers for subscription of securities to the central depository with which such account holders or sub-account holders are maintaining their accounts or sub-accounts.
9A(2) A central depository shall, upon receiving any offers for subscription of securities under sub-section 91), determine the entitlements of the relevant account holders and sub-account holder to such offers for subscription of securities in proportion to the other securities of the same issuer standing in their accounts and sub-accounts, as of the close of business hours of the central depository on the day before the first day of teh period of closures of register fo members,
debendture-holders or any other securities of teh said issuer and enter book-entry securities representing such offers for subscription of securities in the relevant accounts and sub-accounts in accordance with the regulations.
9A(3) Any account holders or sub-account holders holding in their accounts or sub-accounts any book-entry securities representing any offers for subscription of securities may renounce such offers or pay for and subscribe securities offered by an issuer thereby in such manner as may be prescribed in the regultations.
9A(4) Where any account holders or sub-account holders holding in their accounts or sub-accounts any book-entry securities representing any offers for subscription of securities pay for an subscribe securities offered by an issuer thereby, the issuer shall issue such securities in such manner as may be prescribed in the regulations.
9A(5) Every issuer which is a company and which is liable to issue any offers for subscription of securities to any account holders or sub account holders shall send the circular referred to in sub-section (3) of section 86 of the Companies Ordinance, 1984 (XLVII of 1984), to the account holders and sub-account holders whose entitlements to book-entry securities representing such offers for subscription of securities have been determined in accordance with sub-section (2).
10. Amendment of section 10, Act XIX of 1997.-
In the said Act,-
(1) In section 10 the words "of a central depository" the words "central depository system" shall be inserted.
(2) The text of sub-section (2) of section 10 shall be replaced with the following:-
10(2) The entitlements of the relevant account holders and sub-account holders to the bonus securities to be allotted to a central depository under sub-section (1) shall be determined in accordance with the regulations in proportion to the other securities of the same kind of the same issuer standing in their accounts and sub-accounts as of the close of business hours of the central depository on the day before the first day of the period of closure of register of members, debenture-holders or any other securities of the said issuer and book-entry securities representing such securities shall be entered in the relevant accounts and sub-accounts in accordance with the determined entitlements:
Provided that in determining the entitlements of the account hoders to bonus securities in terms of the above provision of this sub-section, the issuer shall not allot to a central depository any fractional entitlements of any account holders or sub-account holders and all such fractions shall be consolidated and dealt with in accordance with the regulations.
11. Amendment of section 12, Act XIX of 1997.-
In the said Act,-
(1) In section 12 the word "instruction" shall be replaced by "instructions".
(2) In sub-section (3) the word "pledge" shall be replaced by the word "pledgee".
(3) In sub-section (8) the brackets, word and numerals "IX of 1872) shall be inserted after the words "Contract Act, 1872".
Explanation:- After sub-section (8);
(a) the word "for the purpose" shall be replaced by "in".
(b) the word "shall be" shall be replaced by the word "is".
(c) the word "be" after the words "is made" shall be replaced by the word "is".
(d) the word "be" after the words "blocked are" shall be deleted.
12. Amendment of section 14, Act XIX of 1997.-
In the said Act,-
(1) In section 14 the word "whereunder" shall be replaced by the word "whereunder".
(2) In sub-section ( ) the word "where under" shall be replaced by the word "wherunder".
13. Amendment of section 16, Act XIX of 1997.-
In the said Act,-
In section 16 the words "Jumbo Certificates" shall be replaced by the word "jumbo certificate".
14. Amendment of section 21, Act XIX of 1997.-
In the said Act,-
In section 21 the word "provision" shall be replaced by the word "provisions".
15. Amendment of section 27, Act XIX of 1997.-
In the said Act,-
(1) In sub-section (2)
(i) a comma after the words "established under" shall be inserted.
(ii) a comma after the words "government" shall be inserted.
(iii) the comma after the words "or" and "government" shall be deleted.
(2) In sub-section (4) the word "Act" shall be deleted from "(Act V of 1908)".
(3) In sub-section (5),
(i) brackets words and numerals "(V of 1908)" shall be inserted after "code of civil procedure, 1908".
(ii) the brackets words and numerals "1860 (XLV of 1860)" shall be inserted after the words "Pakistan penal code".
(4) In sub-section (9) the word "and incidental to" shall be inserted after the words "the expenses of".
16. Amendment of section 28, Act XIX of 1997.-
In the said Act,-
In sub-section (3) a proviso shall be inserted namely:-
Provided that nothing contained in this sub-section shall render any such person liable to any punishment provided in this Ordinance, if he proves that the offence was committed without his knowledge or that he had exercised all due diligence to prevent the commission of such offence as he ought to have exercised, having regard to the nature of his functions in
that capacity and to all the circumstances.
17. Amendment of section 30, Act XIX of 1997.-
In the said Act,-
In section 30 the word "Act" shall be deleted from "(Act V of 1908)".
18. Amendment of section 33, Act XIX of 1997.-
In the said Act,-
(1) In section 33, brackets, word and numerals "(XLV of 1860)" shall be inserted after the words "Pakistan Penal Code, 1860".
(2) In sub-section (2)
(i) brackets word and numerals "(XLV of 1860)’ shall be inserted after the word "Pakistan Penal Code, 1860".
(ii) brackets, word and numerals "(V of 1898)" shall be inserted after the words "Code of Criminal Procedure, 1898".
19. Amendment of section 34, Act XIX of 1997.-
In the said Act,-
After section 34 a new section 34 "A" shall be inserted, namely:-
The Authority may, by notification in the official gazette, make rules providing for any of the matters which may be prescribed for the purposes of sub-section (12) of section 27, sub-section (2) of section 31 and section 32.
20. Amendment of section 35, Act XIX of 1997.-
In the said Act,-
(1) In sub-section (2):-
(i) After Cluse "(r)", the following new clause "(s)" shall be inserted namely:-
(ii) Existing clause "(s)" shall be re-numbered as clause "(t)".
(2) In sub-section (5);
(i) thw rod "if" shall be replaced by word "it".
(ii) the semi colon after the word "rescinded" shall be substituted by a comma.
21. New sections.
The following new section shal be inserted at appropriate place with approval of the Justice Division.
Every issuing house, office of issue, transfer agent or any other person performing the functions of effecting registration of transfers of government securities shall comply with such rules regarding payment of benefits to account holders or sub-account holders, as the case may be, arising from government securities represented by book-entry securities entered in their account or sub-accounts, as the case may be, on the central depository system of a central depository as the relevant government may notify in the official gazette in this behalf.
21. Amendment of Schedule Ordinance XLVII of 1989.-
In the said Schedule,-
(1) In sub-clause (i) of clause (a) of the Schedule.-
The words and comma "in sub clause (iii) ," after the words, brackets and numerals "in clause (2), " shall be deleted.
(2) The word "not" shall be inserted after the words "where such shares".
22. Amendment of section 209, Act XLVII of 1984.-
In the said Ordinance,-
In sub-section (5) the single inserted commas before and after the word "or" shall be replaced with double inserted commas.
