 |
|
For business information, annual reports, laws, ordinances, regulations and articles. |
|
|
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, 1998.
(2) It shall come into force at once.
2. Amendment of Section 2, Act XIX of 1997.- In the said Act,-
In section 2, in sub-section (18), for the word "regulations", the word "rules" shall be substituted.
3. Amendment of section 4, Act XIX of 1997.- In the said Act,-
In section 4,
(i) the following proviso shall be added after sub-section 2:-
"Provided that in the case of any securities transferable by registration which are covered by a single deposit form in the usual formate approved by a central depository from time to time for the purpose of deposit of such securities into the central depository system of the central depository, the execution of the deposit form by or on behalf of the central depository as transferee of such securities shall be deemed to be the execution, by or on behalf of the central depository, as such transferee, of any instruments of transfer executed by the transferor relating to the securities covered by such deposit form and the central depository shall not be required to execute each such instrument of transfer".
(ii) In sub-section (5), after the words"account holder and the title to", the word "any" shall be inserted.
4. Amendment of section 5, Act XIX of 1997.- In the said Act, in section 5,
(i) In sub-section(3), full stop at the end shall be replaced with semi colon and the word "or".
(ii) in sub-section (3), as amended aforesaid, a new clause "(d)" shall be added, namely:-
"(d) the right of a central depository to itself act as a participant in the central depository system established by it."
5. Amendment of section 6, Act XIX of 1997.- In the said Act,-
In section 6, after the words "prescribed", the words "in the regulations" shall be inserted.
6. Amendment of section 7, Act XIX of 1997.- In the said Act,-
In section 7, in clause (b), after the word "have", commas and words ",where applicable." shall be inserted.
7. Amendment of section 8, Act XIX of 1997.- In the said Act,-
In section 8, in sub-section (3), in clause (b), after the word "document", the word "evidencing" shall be inserted.
8. Amendment of section 9, Act XIX of 1997.- In the said Act,-
(i) In section 9, in sub-section (1):-
a) in clause (b), after the words "any other notices", the words "or documents" shall be inserted.
b) in clause (d), the word "or" shall be inserted at the end.
c) in clause (e), the semi colon and word ";or" shall be replaced by a full stop.
d) clause (f) shall be deleted.
(ii) In section 9, in sub-section (3);-
(a) for the words "called by" the word "of" shall be substituted.
(b) the words "or to receive any offers for subscription of any shares in the issuers" shall be deleted.
(iii) In section 9, sub-section (5) shall be replaced with the following:-
"An issuer who is liable to pay any dividend or other amount to any account holders or sub-account holders, shall pay such dividend or other amount in accordance with such information as a central depository may give in accordance with the regulations and such payment shall discharge the issuer from any liability in respect of that payment to the relevant account holders or sub-account holders."
9. Addition of section 9A to Act XIX of 1997.- In the said Act,-
After section 9, a new section 9A shall be inserted, namely:-
9A (1) An issuer who is to issue any offers for subscription 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.
(2) A central depository shall, upon receiving any offers for subscription of securities under sub-section (1), determine the entitlements of the relevant account holders and sub-account holders 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 the period of closures of register of members, debenture-holders or any other securities of the 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.
(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 regulations.
(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 and subscribe securities offered by an issuer thereby, the issuer shall issue such securities in such manner as may be prescribed in the regulations.
(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,-
(i) In section 10, after the words "central depository system", the words "of a central depository" shall be inserted.
(ii) In section 10, sub-section (2) shall be substituted by the following:-
"(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 holders or sub-account-holders 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. Addition of section 34A Act XIX of 1997.- In the said Act,-
After section 34, a new section "34A", shall be inserted, namely:-
"34A. Powers to make rules.- (1) The Authority may, by notification in the official gazette, make rules for carrying out the purposes of this Act.
(2) In particular and without prejudice to the generality of the foregoing power, such rules may provide any of the matters which are to be or may be prescribed for the purposes of sub-section (12) of section 27, sub-section (2) of section 31 and section 32".
12. Amendment of section 35, Act XIX of 1997.- In the said Act,-
In section 35, in sub-section (2),-
(i) Clause (r) shall be substituted with the following:-
"(r) verification of statements given to sub-account holder by participants;
(ii) After clause "(r)", the following new clause "(rr)" shall be inserted namely:-
"(rr)Procedures for appeals against such decisions of a central depository or any of its officers as may be prescribed in the regulations; or"
13. Addition of section 35A, Act XIX of 1997.- In the said Act.-
After section 35. the following new sections shall be inserted namely:-
"35A State of emergency regulations.- (1) Notwithstanding anything contained in this Act, a central depository shall have the power, in the event of the occurrence or existence of a situation which, in the opinion of its board of directors, prevents or significantly hinders the operations of the central depository system of the central depository, to make state of emergency regulations, which may be inconsistent with the regulations, for the purpose of dealing with the state of emergency efficiently and for the protection of the interests of the central depository, the account holders, the sub-account holders and the issuers."
(2) Any state of emergency regulations, made in accordance with sub-section (1), shall remain in force for such period as shall be stipulated in the regulations, such period being extendible for such further period or periods as may be approved by the Authority and, while so in force, all issuers, account holders and eligible pledgees shall comply with an give effect to the provisions of such state of emergency regulations in the manner and to the extent applicable to them.
14. Amendment of Schedule Ordinance XLVII of 1984.- In the said Schedule,-
In clause (2), in the second proviso, in item (ii), after the words "such shares are", the word "not" shall be inserted.
