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THE GAZETTE OF PAKISTAN
Extraordinary Published By Authority
PART II
Statutory Notifications (S.R.O.)
GOVERNMENT OF PAKISTAN SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN
Islamabad, the 25th September, 2000
NOTIFICATION
S.R.O. 663(I)/2000.- In exercise of powers conferred by
section 506 of the Companies Ordinance, 1984 (XLVII of 1984), read with
Finance Division's Notification No. S.R.O. 698(I)/86, Dated July 2, 1986, the Securities
and Exchange Commission of Pakistan hereby makes the following rules, the same having been
published previously as required by the said section, namely :-
THE LEASING COMPANIES
(ESTABLISHMENT AND REGULATION)
RULES. 2000
1. Short title and commencement. - (1) These
rules may be called the Leasing Companies (Establishment and Regulation) Rules,
2000.
(2) They shall come into force at once.
2. Definitions. - (1) In these Rules, unless there is anything repugnant in the
subject or context ,-
(a) "Certificate of investment" means a certificate of investment issued by a
leasing company under these rules;
(b) "Commission" means the Securities and Exchange Commission of Pakistan
established under Securities and Exchange Commission of Pakistan Act , 1997(XLII of 1997);
(c) "company" means a company incorporated under the Companies Ordinance, 1984
(XLVII of l984);
(d) "documents" include vouchers, bills, promissory notes, securities for
leases, advances and claims by or against the company and
other documents supporting entries in the books of the leasing company;
(e) "equity" includes paid up share capital, free reserves, unappropriated
profits and subordinated loans excluding deferred
tax reserves and treasury stocks;
(f) "exposure or facilities" include fund based and non-fund based facilities;
(g) "Form" means the Form annexed to the rules;
(h) "Government securities" include such types of Pakistani rupee and foreign
currency obligations of the Federal Government or of a
Corporation wholly owned or controlled, by the Federal Government or Provincial Government
and guaranteed by the Federal Government as the Federal Government may, by notification in
the Official Gazette, declare to the extent determined from time to time, to be Government
securities;
(i) "leasing company" means a company engaged wholly in the business of leasing
or which invests in such business at any one time an
amount equivalent to at least seventy per cent of its assets.
Provided that cash and bank balances and investment in government securities shall be
excluded to calculate investment in
leasing business for purposes of this definition;
(j) "lease key money" means lease security deposit;
(k) "major shareholder" means any person holding five per cent or more of the
paid-up share capital;
(l) "NBFI" means a Non-Bank Financial Institution and includes a DFI, Modaraba,
Leasing Company, Housing Finance Company,
Investment Bank, Discount House and Venture Capital Company;
(m) "Ordinance" means the Companies Ordinance, l984 (XLVII of l984);
(n) "person" includes an individual, a Hindu undivided family, a firm, an
association or body of individuals whether incorporated or
not, a company and every other juridical person;
(o) "records" includes ledgers day books, cash books and all other manuals or
magnetic records used in the business of the leasing
company; and
(p) "small entrepreneurs" mean individuals, firms and companies having fixed
assets excluding land and building of the value of not more
than twenty million rupees and facilities allowed to the software exporters or software
houses and information technology companies;
(2) The words and expressions used in these rules but not defined shall have the same
meanings as are assigned to them in the
Companies Ordinance, 1984 (XLVII of 1984).
3. Eligibility conditions for the establishment of a leasing company.- A leasing
company may be established if each of its
sponsors, proposed directors, chief executive and chairman of the Board of Directors
fulfills the following terms and conditions, namely:-
(a) he has not been associated with any illegal banking business, deposit taking or
financial dealings;
(b) he and companies in which he is a director or major shareholder, have no over-due
loans or instalments outstanding towards banks or NBFIs;
(c) neither he nor the companies in which he is a director or major shareholder has
defaulted in the payment of taxes as on the date of
application;
(d) he has not been sponsor, director or chief executive of a defaulting co-operative
finance society or finance company;
(e) he has never been convicted of fraud or breach of trust or of an offence involving
moral turpitude or removed from service for misconduct;
(f) he has neither been adjudged as insolvent nor suspended payment of his debts nor has
compounded with his creditors; and
(g) except for a nominee director, his net-worth as per wealth statements submitted with
the tax authorities is not less than twice the amount to be subscribed by him personally;
4. Permission to form a leasing company.- (1) A person desirous of forming a
leasing company shall make an application to the
Commission as set out in Form-1 providing information, as given in Annexure thereto, along
with all the relevant documents and receipt
evidencing the payment of non-refundable processing fee amounting to one hundred thousand
rupees.
(2) The Commission may, if it is satisfied that the persons seeking permission to form the
leasing company has fulfilled the
terms and conditions specified in rule 3, permit by an order in writing such person to
establish a leasing company.
(3) The permission granted under sub-rule (2) shall be valid for a period of six months
unless extended for a maximum period of
three months under special circumstances, on the application of the promoters made before
the expiry of said six months.
5. Conditions for grant of licence.- A leasing company shall not be granted licence
unless it fulfills the following conditions,
namely;
(a) it is incorporated as a public limited company under the Ordinance;
(b) it has a minimum paid-up share capital of two hundred million rupees;
(c) it has allotted at least fifteen per cent of the paid-up share capital to the
promoters;
(d) its promoters and directors have given undertaking that they shall not dispose of
their shares for a minimum period of three years from the date of commencement of business
except with the prior approval of the Commission;
(e) appoints its chief executive who does not hold such office in any bank or Non-Bank
Financial institution or insurance company or
investment company;
(f) it has given an undertaking that no change in the Memorandum of Association and in the
directors shall be made without prior
authorization of the Commission and that all conditions of rule 3 shall be complied with;
and
(g) it has given undertaking that the conditions of operation set out in these rules or
specified by special order of Commission shall be
duly complied.
6. Commencement of leasing operations.- (1) A leasing company shall commence
business and its operations only after it has been issued a licence under these rules.
(2) A leasing company shall make an application for obtaining a licence in Form- II.
(3) The licence to carry on business as a leasing company shall be granted by the
Commission as set out in Form- III.
(4) Without prejudice to the terms and conditions set out in rule 7, the Commission may
while granting licence, or subsequently, impose any other conditions as it may deem
necessary.
7. Terms and conditions of operation.- A leasing company shall operate in
accordance with the following conditions, namely:-
(1) it shall -
(i) invest its assets in leasing business as provided in clause (i) of rule 2;
(ii) appoint as its chief executive and at least one of the directors having senior
management level experience in financial sector
preferably in leasing sector for at least five years ;
(iii) appoint its chief accounting officer who is a chartered accountant or a Cost and
Management Accountant or a person having Masters Degree in Commerce or Business
Administration with finance specialization and experience of at least five years of
accounting in a responsible position;
(iv) disclose all facilities exceeding thirty per cent of its equity in its accounts;
(v) maintain accounts of leasing operations having regard to the International Accounting
Standards notified under sub-section (3) of section 234 of the Ordinance and technical
releases issued by Institute of Chartered Accountants of Pakistan;
(vi) create reserve fund to which shall be credited -
(a) an amount not less than twenty per cent of its after tax profits till such time the
reserve fund equals the amount of the paid up capital;
and
(b) thereafter, a sum not less than five per cent of its after tax profits:
Explanation.- Issuance of bonus shares shall only be made from the reserves available
after appropriation created under clause (b) and since such bonus shares will increase the
paid up capital, the leasing company shall transfer further amounts to the reserves in
order to comply with condition of clause (a);
(vii) ensure, while granting any facilities, that total facilities availed by any borrower
or lessee from Non-Bank Financial Institutions and Banks does not exceed ten times of the
equity of the borrower or lessee and obtain copy of accounts relating to the business of
each of its borrower/lessee for analysis and record in the following manner, namely :-
| (a) Where the exposure exceeds ten million rupees. | Accounts duly audited by : (i) the practising chartered accountant; or (ii) the practising Cost and Management Accountant in case of a borrower or lessee other than a public company or a private company which is a subsidiary of a public company. |
| (b) Where the exposure exceeds two million rupees but does not exceed ten million rupees. | Accounts duly signed by the
borrower or lessee and counter- signed by - (i) the Internal Auditor of the leasing company; or (ii) a chartered accountant; or (iii) a Cost and Management Accountant in case of a borrower other than a public company or a private company which is a subsidiary of a public company. |
| (c) Where the exposure exceeds one million rupees but does not rupees. | Accounts duly signed by the borrower or lessee. exceed two million |
| (d) Where the exposure does not exceeds one million rupees. | Such documentary evidence of the means and Investment of the borrower or lessee as may be determined by the management of the leasing company. |
Explanation .- Surplus arising on revaluation of assets
determined in accordance with International Accounting Standards by a firm of Chartered
Accountants approved by the Commission for this purpose may be considered for the purpose
of calculating the exposure limit under this rule. The surplus on revaluation of assets so
determined is required to be reflected in the balance sheet of the borrower or lessee.
(viii) ensure, while granting any facility exceeding one million rupees, that -
(a) current asset to current liabilities ratio of the borrower/lessee does not fall below
1:1: or any ratio as prescribed from time to time, however, this condition may be relaxed
in case of facilities upto two million rupees by recording reasons itsof.
Provided that current maturities of long term debt not yet due for payment may be excluded
from the current liabilities for
the purpose of calculating this ratio;
(b) long term debt equity ratio does not exceed 60:40 or any other ratio as prescribed;
and
(c) due weightage is given to credit report relating to the borrower or lessee and his
group obtained from Credit Information Bureau of the State Bank of Pakistan. If the credit
reports indicate default, the further facilities shall be extended only after recording
reasons to do so;
Explanation.- "Group" means a set of business companies or concerns under joint
control or associated together or subsidiaries of a holding company; and
(d) lessee is registered tax payer and has paid its utility bills.
(ix) provide facilities at least five per cent of its fund based facilities to small
entrepreneurs.
(x) acquire and maintain membership of Leasing Association of Pakistan (LAP) and follow
the code of conduct prescribed by the said
Association.
(xi) follow guidelines issued to safeguard leasing company against their involvement in
money laundering activities and other unlawful trades, it shall add to or reinforce the
following precautions, a leasing company may have been taking in this regard; namely :-
(a) leasing company shall make reasonable efforts to determine the true identity of the
customer before extending their services and particular care shall be taken to identify
ownership of all accounts and those using safe custody facilities, effective procedures
shall be instituted for obtaining identification from new customers and an explicit policy
shall be devised to ensure that significant business transactions are not conducted with
customers who fail to provide evidence of their Identity;
(b) leasing company shall ensure that business is conducted in conformity with high
ethical standards and that rules and regulations are
adhered to. It is accepted that leasing company normally does not have effective means of
knowing whether a transaction stems form or forms part of wrongful activity. Similarly, in
an International context, it may be difficult to ensure that cross border transactions on
behalf of customers are in compliance with the regulations of another country.
Nevertheless, leasing company shall not set out to offer services or provide active
assistance in transactions which in their opinion are associated with money derived from
illegal activities; and
(c) leasing company shall establish specific procedures for ascertaining customer status
and his sources of earning for monitoring of accounts on a regular basis for checking
identities and bonafides of remitters and beneficiaries, for retaining internal record of
transactions for future reference. The transactions, which are out of character with the
normal operation of the account involving high deposits, withdrawals and transfers, shall
be viewed with suspicion and property investigated
(xii) keep the information upto date provided in annexures to Form I and II by
communicating changes and modification therein within fourteen days of such change or
modifications.
(xiii) provide return on deposits which may be different for different volumes of deposits
provided uniformity is observed within each category but deposits etc. of listed
companies, recognised charitable trusts and statutory bodies shall, however, be exempt.
(2) It shall not -
(i) make exposure to a single group for more than twenty per cent of the net investment in
leasing finance, however, in arriving at
exposure per person under this rule, the following shall be excluded, namely :-
(a) ninety per cent of certificates of deposit and certificates of investments of the
lessee under lien with the leasing company;
(b) face value of FIBs lodged by the lessee as collateral; and
(c) Pak rupee equivalent of the face value of Special US Dollar Bonds converted at
official rate, lodged by the lessee as collateral.
(ii) allow facilities to any of its directors or to individuals, firms or companies in
which it or any of its director is interested as
partner, director or guarantor, as the case may be, its chief executive and its major
shareholders, including their spouses, parents and children or to firms and companies in
which they are interested as partners, directors or major shareholders of that concern
without the approval by the directors of that leasing company:
Provided that the director interested in seeking such approval shall not take part in the
proceedings of the approval of the facility;
(iii) allow unsecured facilities or facilities secured only by guarantees except the
facilities provided against bank guarantees, the end
use of which will be verified by the leasing company to be productive;
Provided that the bank providing guarantee shall have rating grade not lower than BBB;
(iv) grant unsecured facilities to or allow facilities on the guarantees of its chief
executive, directors and major shareholders including their spouses, parents, and children
or to firms and companies in which they are interested as partners, directors or major
shareholders of that concern;
(v) appoint or elect more than twenty-five percent of its directors from the same family,
including spouse, dependent lineal ascendants and descendants and dependent brothers and
sisters;
(vi) undertake the business of real estate or provide funds to the construction companies,
builders and developers and companies dealing in real estate:
Provided that a leasing company may lease machinery, equipment and vehicles to the
construction companies;
(vii) hold, deal, or trade in real estate except for use of leasing company itself;
(viii) engage in leasing operations pertaining to -
(a) open land;
(b) buildings, other than factory building and office building located within or outside
the factory premises to be used exclusively as such by a lessee, subject to a maximum of
one hundred and twenty square feet per employee and residential undertaking and
warehouses; and
(c) furniture or furnishing of any type:
Provided that the company may lease hard furniture excluding carpets and curtains upto
five per cent of its portfolio;
(ix) fix the period of lease for less than three years in the case of any lease agreement
except in case of computers and other equipment used in information technology;
(x) remove any of its records or documents relating to its business from Pakistan to a
place outside Pakistan without the prior permission of the Commission;
(xi).allow facilities for speculative purposes;
(xii) make change in its chief executive and board of directors excluding director
nominated by creditors and sponsoring financial
institutions without prior approval of the Commission; and
(xiii) make investment in un-quoted shares of any company without the approval of the
Commission
(3) The companies granted licence before the commencement of these Rules, shall raise the
paid up capital to two hundred million
rupees by 30th June, 2001.
8. Limits on exposure.- (1) Liabilities, excluding contingent liabilities, of a
leasing company shall not exceed seven times of its equity during first two years of its
operations and ten times of the equity in the subsequent years.
(2) Contingent liabilities of a leasing company shall also not exceed seven times of its
equity during the first two years
of its operations and ten times of the equity in the subsequent years.
9. Margin against facilities.- (1) Following minimum margins shall be maintained
against various facilities and all guarantees will be backed by 100% realizable securities
-
(a) in case of performance bonds, the condition of 100% cover of realizable securities may
be relaxed subject to minimum compulsory
realizable security cover equivalent to 20% of the amount of the performance bond;
(b) in case of guarantees issued against mobilisation advance, the condition of 100% cover
of realizable securities may be relaxed subject to the following conditions, namely :-
(i) guarantees issued should contain a clause that the mobilisation advance shall be
released by the beneficiary through the
guarantor leasing company only; and
(ii) at the time of issuing such a guarantee the beneficiary should sign an agreement with
the leasing companies that releases out of
mobilisation advance would be covered by realizable assets; and
(c) in case of bid bonds issued on behalf of domestic consultancy firms bidding for
international contracts where the consultancy fees are to be received in foreign exchange,
the requirement of 100% cover by realizable securities may be waived off, and this
relaxation would also be available to all suppliers of goods and services bidding against
international tenders.
(2) No leasing company shall provide unsecured facilities to finance subscription towards
floatation of share capital of public limited companies or allow facilities against its
own shares or shares of its associated undertaking and subsidiaries thereof or shares of
companies not listed on the Stock Exchange and shares of listed companies obtained as
collateral shall be subject to the following minimum margins, namely :-
(a) where the current market value does not exceed the preceding twelve months average
market value, 20% of the current market value;
(b) where current market value exceeds the preceding twelve months' average market value
but does not exceed twice the preceding twelve months' average market value, 40% of the
current market value; and
(c) Where the current market value exceeds twice the preceding twelve months' average
current market value, 50% of the current market
value.
Provided that no leasing company shall hold shares in any company as pledgee or mortgagee,
of an amount exceeding thirty percent
of its own equity or thirty per cent of the paid-up capital of that company whichever is
less.
(3) Certificates of deposit of banks with investment grade will be subject to a margin of
15% and COIs/COMs, TFCs with investment grade rating but not lower than BBB will be
subject to a margin of 25% of face value or market value whichever is less.
(4) Facilities against pledge of trading stocks shall be subject to a margin of 25%.
(5) Facilities against hypothecation shall be subject to a margin
of 50%.
10. Provisioning for non-performing assets:- Every leasing company shall follow
prudential guidelines in the matter of classification of its assets and provisioning there
against as specified below:
A. Short Term Facilities:-
| Nature of Classification | For Finance Lease, Operating Lease and Term Loans | Provisions to be made |
| 1. Overdue | Where rentals, profit or mark up or principal are overdue (past due) by 180 days from the due date. | No provision is to be made. |
| 2. Substandard | Where rentals, profit or mark up or principal are overdue (past due) by 181 days but less than one year from the due date. | Provision of 20% of the difference resulting from the outstanding balance of net investment in lease finance and principal less the amount of liquid assets realizable without recourse to a Court of Law and forced sale value of leased assets as valued by valuers fulfilling prescribed eligibility criteria, in accordance with the guidelines provided in this rule. |
| 3. Doubtful | Where rentals, profit or mark up or principal are overdue (past due) more than one year but less than two years from due date. | Provision of 50% of the difference resulting from the outstanding balance of net investment in lease finance and principal less the amount of liquid assets realizable without recourse to a Court of Law and forced sale value of leased assets as valued by valuers fulfilling prescribed eligibility criteria, in accordance with the guidelines provided in this rule. |
| 4. Loss | Where rentals, profit or mark up or principal are overdue (past due) beyond two years from the due date. | Provision of 100% of the difference resulting from the outstanding balance of net investment in lease finance and principal less the amount of liquid assets realisable without recourse to a Court of Law and forced sale value of leased assets as valued by valuers fulfilling prescribed eligibility criteria, in accordance with the guidelines provided in this rule. |
B - Long Term Facilities:-
| Nature of Classification | For Finance Lease/ Operating Lease/ Term Loans | Provisions to be made |
| 1. Overdue | Where rentals, profit or mark up or principal are overdue (past due) for one year from the due date. | No provision is to be made. |
| 2. Substandard | Where rentals, profit or mark up or principal are overdue (past due) by one year but less than two years from the due date. | Provision of 20% of the
difference resulting from the outstanding balance of net investment in lease finance and
principal less the amount of liquid assets realizable without recourse to a Court of Law
and forced sale value of leased assets as valued by valuers fulfilling prescribed eligibility criteria, in accordance with the guidelines provided in this rule. |
| 3. Doubtful | Where rentals, profit or mark up or principal are overdue (past due) by more than two years but less than three years. | Provision of 50% of the
difference resulting from the outstanding balance of net investment in lease finance and
principal less the amount of liquid assets realisable without recourse to a Court of Law
and forced sale value of leased assets as valued by valuers fulfilling prescribed eligibility criteria, in accordance with the guidelines provided in this rule. |
| 4. Loss. | Where rentals, profit or mark up or principal are overdue (past due) beyond three years from the due date. | Provision of 100% of the
difference resulting from the outstanding balance of net investment in lease finance and
principal less the amount of liquid assets realisable without recourse to a Court of Law
and forced sale value of leased assets as valued by valuers fulfilling prescribed eligibility criteria, in accordance with the guidelines provided in this rule. |
Notes.-
1. Where profit is overdue (past due) by one hundred and eighty days or more from the due
date, unrealised profit shall be put in a
Suspense Account and shall not be credited to Income Account.
2. Liquid assets mean realizable amount of bank deposits, certificates of deposit,
government securities, shares of listed companies,
NIT units, certificates of mutual funds, gold ornaments, inventories pledged to leasing
companies with possession with 'perfected lien' duly supported with flawless
documentation.
3. Subjective evaluation of performing and non-performing lease portfolio shall be made
for risk assessment and where considered necessary the category of classification
determined on the basis of time based criteria shall be further downgraded. Such
evaluation shall be carried out on the basis of adequacy of security inclusive of its
realizable value, cash flow of lessee, his operation in the account, documentation
covering advances and credit worthiness of the lessee, etc.
4. The rescheduling or restructuring of non-performing lease facilities shall not change
the status classification of a lease facilities
etc, unless the terms and conditions of rescheduling/restructuring are fully met for a
period of at least one year (excluding grace period, if any) from the date of such
rescheduling / restructuring. Accordingly, leasing companies are directed to ensure that
status of classification as well as provisioning is not changed in relevant reports merely
because of the fact that a lease facility has been restructured or rescheduled. However,
while reporting to the CIB, such lease facilities may be shown as
"rescheduled/restructured" instead of "default".
5. Leasing companies will continue to classify their lease facilities portfolio and make
provision there against in accordance with
the time based criteria prescribed above. However, where a leasing company wishes to avail
of the benefit of collaterals held against lease
facilities, they can consider the realizable value of mortgaged or pledged assets for
deduction from the outstanding principal amount of lease rentals against which such assets
are mortgaged/pledged, before making any provisions. The realizable value shall be the
value that could currently be obtained by selling the mortgaged or pledged assets in a
forced/distressed sale conditions. Accordingly, leasing companies shall take into account
only forced sale value into consideration while determining the required provisions. Lease
rentals against which securities are not available, or which have not been valued
according to these guidelines and verified by the external auditors, shall continue to be
classified and provided for according to the time-based criteria. Leasing companies shall
follow the following uniform criteria, for determining the realizable value of mortgaged,
pledged or leased assets, namely:-
(i) Only leased assets having registered mortgage, equitable mortgage (where NOC for
creating further charge has not been issued by
leasing company) and pledged/leased assets shall be considered. Assets having pari passu
charge shall be considered on proportionate basis;
(ii) hypothecated assets and assets with second charge and floating charge shall not be
considered;
(iii) valuations shall be carried out by an independent professional valuer who should be
listed on the panel of valuers mainted by the Leasing Association of Pakistan (LAP) for
this purpose. LAP shall lay down the minimum eligibility criteria with the prior approval
of the Securities & Exchange Commission of Pakistan for placement of valuers on the
panel to be maintained by it. The valuer while assigning any values to the mortgaged,
pledged or leased assets, shall take into account all relevant factors affecting the
saleability of such assets including any difficulty in obtaining their possession, their
location and condition and the prevailing economic conditions in the relevant sector,
business or industry. The realizable values of mortgaged, pledged or leased assets so
determined by the valuers must have to be a reasonably good estimate of the amount that
could currently be obtained by selling such assets in a forced/distressed sale condition.
The valuers should also mention in their report the assumptions made, the
calculations/formulae/basis used and the method adopted in determination of the realisable
values;
(iv) valuation shall be done at least once in three years. For example, any valuation done
on 1st November, 1999 would be valid for
consideration for the accounting periods ending on December 31, 1999, and December 31,
2001 and for subsequent accounting periods a fresh valuation would be required. If
valuation is older than three years as explained above, a re-valuation should be done,
otherwise the valuation shall be taken as nil;
(v) the categories of mortgaged, pledged or leased assets to be considered for valuation
along with discounting factors to be applied would be as under (no other assets shall be
taken into consideration) :-
(a) Liquid assets : Valuation of Liquid Assets, excluding pledged stocks, which are dealt
with at (d) below, shall be determined by the
leasing company itself and verified by the external auditors. However, in the case of
pledged shares of listed companies values should be taken at market value as per active
list of Stock Exchange on the balance sheet date and as per guidelines given in the TR-23
issued by the Institute of Chartered Accountants of Pakistan. Moreover, valuation of
shares pledged against lease rentals after issuance of this circular shall be considered
only if these have been routed through Central Depository Company of Pakistan (CDC),
otherwise these will not be admissible for deduction as liquid assets while determining
required provisions;
(b) Land and building : Valuation of land and buildings would be accepted as determined by
the valuers in accordance with the criteria given at point 5(iii) above and no further
discounting factor would be applied on forced sale value determined by them; and
(c) Plant and machinery : Entries of classified lessees shall be divided into following
categories at the balance sheet date and discounting
factors shall be applied to forced sale value as specified below :
| Category | Discounting factors to be applied to forced state value |
| A. In operation | No discussing factors to be applied |
| B. In operation at the time of valuation but now closed/in liquidation | 15% of forced sale
value on the date of closure. 1st year after closure -25% of forced sale value. 2nd year - 50% of forced sale value. |
| C. Closed / in liquidation at the time of valuation and no change in situation. | After valuation - 1st
year 25% of forced sale value. 2nd year - 50% of forced sale value. |
(d) Pledged stocks : In case of pledged stocks of perishable and
non-perishable goods, forced sale value should be provided by valuers,
which should not be more than six months old, at each balance sheet date. The goods should
be perfectly pledged, the operation of the godowns should be in the control of the leasing
company and regular valid insurance and other documents should be available. In case of
perishable goods, the valuer should also give the approximate date when these are expected
to be of no value.
(vi) for valuations of mortgaged or leased assets carried out within a period of twelve
months prior to December 31, 1999, these may be
considered provided they were carried out by an independent professional valuer and a
revised certificate is obtained from the valuer regarding the forced sale value of the
assets as on the date the valuation was carried out. These valuations should then be
subject to the discounting percentages and other criteria as laid down in this Circular.
(vii) the values of mortgaged/pledged/leased assets determined by the valuers shall be
subject to verification by the external auditors, who may reject cases of valuation, which
in their opinion, do not appear to have been professionally carried out and values
determined are unreasonable, or in the case of which valid documentation of mortgage,
pledge or lease, supported by legal opinion wherever required, is not available on record.
6. Investments and other assets.- Subjective evaluation of lease portfolio and other
assets shall be carried out by the leasing company.
Classification of such assets and provision required thereagainst shall be determined
keeping in view the risk involved and the requirements of the International Accounting
Standards.
7. Timing of creating provisions.- Leasing companies shall review, at least on a quarterly
basis, the collectibility of their lease rentals
portfolio and shall properly document the evaluation so made. Shortfall in provisioning,
if any, determined as a result of the quarterly assessment shall be provided for
immediately in their books of accounts by the leasing companies.
8. Verification by the Auditors.- The external auditors as a part of their annual audits
of leasing companies shall verify that all
requirements of this rule in classification of assets and determination of provisions
required thereagainst have been complied with. The Securities and Exchange Commission of
Pakistan shall also check the adequacy of provisioning during on-site inspection.
11. Overdues and defaults - recovery thereof:- (1) Every leasing company shall
furnish the Commission with a list of defaulters on prescribed format, on quarterly basis.
A list of rescheduled and restructured facilities would also be submitted to the
Commission in the similar manner on prescribed format. A person, whether natural or
juristic, shall be deemed to be defaulter if he (or his dependent family
members or concerns owned or controlled by him or concerns in which he or his dependent
family members are major shareholders) has failed to pay off or liquidate any fiduciary
obligation towards any leasing company in Pakistan as was agreed upon or required under
the terms and conditions of availment of the financing facility or to do or perform an act
agreed to or undertaken in writing to be done or performed by him and such failure has
continued for a period of 360 days from the date on which he was requiredto make the
payment or to do or perform the act.
(2) Every leasing company shall nominate an officer as recovery officer or constitute a
section as recovery section depending upon
the magnitude of defaults.
(3) Besides the measures presently instituted by each leasing company, the leasing company
will set quarterly recovery targets as
a percentage of the overdue obligations and communicate the same on quarterly basis to the
Commission.
(4) A progress report on the recovery in relation to the targets shall be submitted to the
Commission on quarterly basis. The leasing company will also be required to explain
deficiency if any, in meeting the targets and the strategies evolved with a view to
ensuring
achievement of subsequent targets.
(5) Wherever considered legally appropriate by the leasing company, cases of default may
be referred to the Courts. The list
of such cases and progress of recovery shall also be sent to the Commission on a quarterly
basis.
l2. Bar to certain transactions.- No leasing company shall -
(a) transfer ownership of controlling shares, merge with, acquire or take over any other
leasing company unless it has obtained prior approval of the Commission to the scheme of
such merger, acquisition or take over; or
(b) employ as a broker, directly or indirectly, any of its directors, officers, or
employees, or a person, or a major shareholder who
beneficially owns, whether individually or in association with close relatives more than
five percent either of the equity or other securities
with voting rights, if any, issued by the leasing company.
Explanation.- "Relative" means spouse, brothers, sisters, father, mother, grand
father, grand mother, other lineal ascendants and descendants, sons, daughters, grand sons
and grand daughters.
13. Rate of mark up and fees.- A leasing company may charge rental, mark up,
commitment fee or other charges on its facilities
as the case may be in accordance with the prevailing rates.
l4. Insurance coverage.- A leasing company shall -
(a) obtain sufficient insurance coverage on its own or on its clients benefit
against any losses that may be incurred as a result of
employees fraud or gross negligence;
(b) ensure that properties being financed by it have adequate insurance cover; and
(c) provide full insurance cover for its deposits/COIs etc. of less than one hundred
thousand rupees.
15. Internal audit.- Every leasing company shall have an Internal Audit Department
whose head will report to its chief executive directly and shall, inter alia, be
responsible for compliance with these rules and establish an effective means of testing,
checking and compliance
with its policy and procedures established by it.
16. Places of business.- (1) A leasing company may open further places of business
but it shall intimate the same to the Commission within fifteen days.
(2) A Leasing Company shall also intimate to the Commission the closure of any of its
places of business within fifteen days.
17. Issue of certificates of investment.- (1) A leasing company which fulfils the
following conditions, may apply to the Commission for its permission to issue certificates
of investment, namely:-
(a) the company has been actively engaged in leasing business for a period of two years;
(b) the corporate and fiduciary conduct of the company and its directors has been
satisfactory; and
(c) the company has obtained credit rating of minimum investment grade from a credit
rating agency registered with the Commission under the Securities and Exchange Ordinance,
1969 (XVII of 1969), and such credit rating shall be updated each year during the currency
of the issue:
Provided that the company shall publish the credit rating in each financial statement,
advertisement and brochures.
(2) If the Commission is satisfied that the company, fulfils the conditions of eligibility
specified in sub-rule (1), it may give permission
to such company to issue certificates of investment.
(3) All leasing companies issuing certificates of investment shall observe the following
conditions, namely:-
(a) a certificate of investment issued under these rules shall be registered in the name
of the person to whom it is issued;
(b) the maturity period of certificate of investment shall not be less than three months
and more than five years:
Provided that a certificate shall be redeemable before its maturity period but no return
shall be paid if redeemed earlier than three
months;
(c) no advertisement inviting the general public for making investment in such
certificates shall be published unless prior approval of
the Commission to this effect has been obtained and such advertisement shall contain the
credit rating;
Provided that if no decision of the Commission is conveyed to the leasing company within
fifteen days of the receipt of application, the
advertisement shall be deemed to have been cleared for publication; and
(d) not less than fifteen per cent of the resources raised through certificates of
investment shall either be invested in registered National
Investment Trust units, Government securities or listed securities subject to the
conditions as prescribed in the rules made for investment of provident fund in listed
securities excluding the certificates of investment held by financial institutions.
18. Eligibility of banks and NBFIs to undertake leasing business .- (1) Banks and
NBFIs may undertake leasing business subject to
licence to be granted by the Commission.
(2) The Commission may, while granting the licence under sub-rule (1), impose such
conditions as it may deem necessary.
19. Submission of reports, etc..- (1)The Commission may, by general or special
order, require a leasing company, to prepare and send to members, the registrar, any
authority, a stock exchange and any other person such periodical statement of accounts,
information or other reports in such forms and manner and within such time, as may be
specified in the order.
(2) The Commission shall monitor the general financial condition of a leasing company,
and, at its discretion, may order special
audit and appoint an auditor to carry out detailed scrutiny of the affairs of the company,
or appoint both an auditor and an inspector, provided that the Commission may, during the
pendency of the scrutiny, pass such interim orders and directions as may be deemed
appropriate.
(3) On receipt of the special audit report or report from the inspector, the Commission
may direct the company to do or to abstain
from doing certain acts and issue directives for immediate compliance which shall
forthwith be complied.
(4) Every leasing company shall submit returns as may be prescribed by the Commission from
time to time.
20. Penalties.- (1) Whoever fails or refuses to comply with, or contravenes any
provision of these rules, or knowingly and willfully authorises or permits such failure,
refusal or contravention shall, in addition to any other liability under the Ordinance, be
also punishable with fine which may extend to two thousand rupees and where, the
contravention is a continuing one, with or further fine which may
extend to one hundred rupees for every day after first during which such contravention
continues.
(2) Notwithstanding anything contained in sub-rule (1), in case of contravention of any
provision of these rules, the Commission
may cancel the licence of the leasing company after issuing a show cause notice and giving
such company an opportunity of being heard or pass any other order deemed appropriate by
the Commission.
21. Repeal.- The Leasing Companies (Establishment and Regulation) Rules, 1996 are
hereby repealed.
FORM-I
[See rule 4(1)]
APPLICATION FOR PERMISSION TO FORM A LEASING COMPANY
Dated, the
To
The Securities and Exchange Commission of Pakistan,
Islamabad.
Dear Sir,
We hereby apply for grant of permission under rule 4 of the Leasing Companies
(Establishment and Regulation) Rules, 2000, to form a
leasing company under the name and style of
The information and documents as required in the Annexure to this form duly verified and
signed by all promoters and proposed directors
along with five spare copies of this application and an affidavit by them as to the
correctness of the details, is submitted.
We undertake to keep this information upto date by communicating changes or modifications
therein within fourteen days of such
changes/modifications.
A receipt of Rs.---------------------being the processing fee, deposited in--------------
on ------------------------is enclosed.
Yours faithfully,
------------------------
Verification by Oath Commissioner.
ANNEXURE
[See rule 4(1) and 7(1) (xiii)]
INFORMATION TO BE SUPPLIED FOR OBTAINING PERMISSION TO FORM A LEASING COMPANY AND
SUBSEQUENT CHANGE IN DIRECTORSHIP AND CHIEF EXECUTIVE
1. Full name, former name if any, fathers or husbands
name, nationality, residential and business address, national tax number, present
occupation of each sponsor, proposed director, proposed chief executive and proposed
chairman of the Board. (Institutional sponsors shall mention their names and addresses
only instead of giving all these particulars of their nominee directors).
2. Names and addresses of companies, firms and other organizations of which the aforesaid
sponsors, proposed chief executive and proposed chairman are or have been directors,
partners or office holders during the last ten years. Copies of annual accounts of such
companies and firms for the last three years alongwith summary of their paid-up share
capital, free reserves, profit after tax and dividend payment to be provided.
3. Financial standing, educational as well as professional qualifications and experience
of persons mentioned in paragraph 1 above,
supported by documentary evidence.
4. Percentage of capital, each sponsor proposes to contribute in the proposed company.
5. Feasibility report of the proposed company.
6. Evidence of payment of income tax and wealth tax by the sponsors in individual capacity
as well as by the companies, firms, etc., wherein they are or have been directors during
the preceding five years.
7. Net-worth certificate of each sponsor supported by a duly authenticated copy of the
latest wealth statement filed with the taxation
department. In the case of sponsors/directors residing in countries where filing of wealth
statement is not the requirement of law, a certificate of personal net-worth and general
reputation issued by a bank of international repute shall be acceptable.
8. Names of the bankers of the sponsors alongwith their account numbers.
9. Draft of the Memorandum and Articles of Association.
10. Affidavit from each person mentioned in paragraph 1 above, stating that-
(i) he has not been associated with any illegal banking business, deposit taking or
financial dealings;
(ii) he and companies in which he is a director or major shareholder have no over-due
loans or installments outstanding towards banks or other financial institutions;
(iii) neither he nor companies in which he is a director or major shareholder has
defaulted in paying taxes as on the date of application;
(iv) he has not been sponsor, director or chief executive of a defaulting cooperative
finance society or finance company;
(v) he has never been convicted of fraud or breach of trust or of an offense involving
moral turpitude or removed from service for misconduct;
(vi) he has neither been adjudged an insolvent nor has defaulted in making payments, to
his creditors;
(vii) his net-worth is not less than twice the amount to be subscribed by him personally
(not applicable to a nominee director).
FORM-II
[See rule 6(2) and 7(1)(xiii)]
APPLICATION OBTAINING FOR LICENCE TO OPERATE AS A LEASING COMPANY
Dated, the--------------
To,
The Securities & Exchange Commission of Pakistan,
Islamabad.
Dear Sir,
We hereby apply for grant of licence under rule 6 of the Leasing Companies (Establishment
and Regulation) Rules, 2000, to operate as
a leasing company.
2. We hereby furnish the following information:-
(a) Date of incorporation as a limited company.
(b) Authorised, subscribed and paid-up share capital of the company (sponsors' equity
indicated separately).
(c) Names and addresses of directors and number of shares held by each of them.
(d) Directors' interest, direct or indirect, in any other company(ies) with details of
such interest.
(e) Details of persons or group controlling the company including major shareholders with
number and value of shares held.
(f) Name(s) of holding, subsidiary and associated undertaking(s), if any.
(g) Details of qualified staff engaged.
(h) Reasons for selecting the proposed place of business with statistical data.
(i) Additional facts in support of this application.
3. Certified copies of the Memorandum and Articles of Association and Certificate of
Incorporation are enclosed.
4. An affidavit as to the correctness of the above information by the chief executive and
two director is also furnished herewith. We undertake to keep this information upto date
by communicating changes or modifications therein within fourteen days of such change or
modifications.
Yours faithfully,
Signature-----------------
(To be signed by all the directors)
FORM -III
[See rule 6 (3)]
Securities & Exchange Commission of Pakistan
Islamabad, Dated, the __________
Registration No. _________
LICENCE TO CARRY ON THE BUSINESS OF A LEASING COMPANY
The Securities & Exchange Commission of Pakistan having
considered the application for grant of licence under rule 6 of the Leasing
Companies (Establishment and Regulation) Rules, 2000, by
*_____________________________________ and being satisfied that the said *
________________________________________ is eligible for the licence , hereby grants, in
exercise of the powers conferred by sub-rule (3) of rule 6 of the Leasing Companies
(Establishment and Regulation) Rules, 2000, licence to *
______________________________________ subject to the conditions stated herein below or as
may be prescribed or imposed
hereafter.
Signature of the Officer
______________________________________________________
* Name of the Company
----------------------------------------------------------------------------------------------------------------
(HIZBULLAH SIDDIQUI)
Joint Director
No.F. 3(5A)/Misc/LES/96 dated _______ 22nd September, 2000
SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN
No.3(5-A)Misc./ARO/Les/96 ISLAMABAD - SEPT. 22, 2000
OFFICE MEMORANDUM
SUBJECT:-
PUBLICATION OF THE NOTIFICATION REGARDING LEASING
COMPANIES
(ESTABLISHMENT & REGULATION)
RULES, 2000
The undersigned is directed to forward herewith an S.R.O.
notification regarding Leasing Companies (Establishment & Regulation) Rules, 2000 and
to request that it may please be published in Part-II of the Gazette of Pakistan, Extra
Ordinary immediately and 500 copies thereof be supplied to the undersigned on printing.
(HIZBULLAH SIDDIQUI)
Joint Director
Encl: As above
The Manager,
Printing Corporation of Pakistan,
Islamabad.
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