AN
ORDINANCE
further to amend the Securities and Exchange Ordinance, 1969
WHEREAS it is expedient and necessary
further to amend the Securities and Exchange Ordinance, 1969 (XVII of 1969), for the
purpose hereinafter appearing;
AND WHEREAS the National Assembly and the Senate stand suspended in pursuance of the
Proclamation of the Fourteenth day of October 1999 and the Provisional Constitution Order
No.1 of 1999
AND WHEREAS, the President is satisfied that circumstances exit which render it necessary
to take immediate action;
NOW, THEREFORE, in pursuance of the Proclamation of Emergency of the fourteenth day of
October, 1999, and the Provisional Constitutional Order No.1 of 1999, as well as order
No.9 of 1999, and in exercise of all powers enabling him in that behalf, the President of
the Islamic Republic of Pakistan is pleased to make and promulgate the following
Ordinance:-
1. Short title and commencement.- (1) This Ordinance
may be called the Securities and Exchange (Amendment) Ordinance, 2000.
(2) It shall come into force at once
2. Substitution of the expression "the Federal
Government", Ordinance XVII of 1969.- In the Securities and Exchange Ordinance,
1969 (XVII of 1969), hereinafter referred to as the said Ordinance, except in sub-section
(3) of section 1 and section 33, for the words "Federal Government", wherever
occurring, the word "Commission" shall be substituted.
3. Amendment of section 2, Ordinance XVII of 1969.-
In the said Ordinance,-
(1) section 2 shall be renumbered
as sub-section (1) of that section and in sub-section (1) renumbered as aforesaid.-
(a) for clauses (a), (aa) and (aaa)
the following shall be substituted, namely:
"(a) "agent"
means a person appointed by a member to act on his behalf for the purposes recognized by a
stock exchange;
(ab) "associate" means
any partner, employee, officer or director of a member;
(ac) "asset management
company" means a company which offers investment schemes under trust deeds and issues
redeemable securities; and
(ad) "balloter" means a
person who provides services to an issuer for selecting the required number of applicants
of public issue through a computer draw.";
(b) clause (cc) shall be relettered as
clause (ca) and after clause (ca), relettered as aforesaid, the following new clause shall
be inserted, namely:-
"(cb) "Commission" means
the Securities and Exchange Commission of Pakistan established under the Securities and
Exchange Commission of Pakistan Act, 1997 (XLII of 1997)";
(d) in clause (h), after the word
"jobber" the words "or dealer" shall be inserted;
(e) clause (ii) shall be omitted;
(f) in clause (m), for the full stop at
the end a semicolon shall be subtituted and after clause (m), amended as aforesaid, the
following new clauses shall be added, namely:-
"(n) "sub-underwriter" means a
person who has made a contract with an underwriter to take up a part of the securities not
fully subscribed by the public issue;
(o) "transfer agent" means a person
appointed by the issuer to assist in the maintenance of record for issuance and transfer
of securities and to perform functions of persons commonly known as Registrar;
(p) "underwriter" includes a
person who has made a contract with an issuer to subscribe and pay in cash for those
securities as are not fully subscribed by the public issue or a person who has initially
bought the securities from an issuer for the purpose of selling such securities by means
of a public offer; and
(q) "venture capital
company" includes a company which is engaged principally in financing through direct
equity investment in another company and provides managerial expertise thereto.";
(2) after sub-section (1) renumbered as
aforesaid, the following new sub-section shall be added, namely:-
"(2) The words and expressions used but not defined in this Ordinance shall have the
same meaning as are assigned to them in the Companies Ordinance, 1984 (XLVII of
1984)".
4. Insertion
of new section 5A, Ordinance XVII of 1969.- In the said Ordinance, after section 5,
the following new section shall be inserted, namely:-
"5A. Brokers or agents not to engage in business without
registration.- No person shall act as broker or agent to deal in the business of
effecting transactions in securities unless he is registered with the Commission in such
manner, on payment of such fees and charges and on such conditions as may be
prescribed."
5. Amendment
of section 7, Ordinance XVII of 1969.- In the said Ordinance, in section 7, in
sub-section (1), in clause (d), before the word "remove", the words
"suspend or" shall be added.
6. Amendment of section 8, Ordinance XVII of 1969.-
In the said Ordinance, in section 8, in sub-section (2), the words "or a bonus
entitlement voucher" shall be omitted.
7. Amendment
of section 9, Ordinance XVII of 1969.- In the said Ordinance, in section 9,-
(a) for sub-section (7), the following shall be
substituted, namely:-
"(7) The Commission or a Stock Exchange may, if it considers it to be in
the interest of trade or in the public interest so to do, by order recording the reasons,
suspend for a period not exceeding sixty days the trading of any listed security and may,
from time to time, for the said reasons and in the said manner extend the suspension for
further periods not exceeding sixty days at any time."; and
(b) sub-section (8) shall be omitted.
8. Amendment
of section 21, Ordinance XVII of 1969.- In the said Ordinance, in section 21, in
sub-section (1), for the word "one fifth", the word "one-tenth" shall
be substituted.
9. Amendment
of section 22, Ordinance XVII of 1969.- In the said Ordinance, in section 22, in
sub-section (1), for the word "thirty", the words "one hundred" and
for the word "one", the word "two" shall respectively be substituted.
10. Amendment
of section 24, Ordinance XVII of 1969.- In the said Ordinance, in section 24, in
sub-section (1), for the word "thirty", the words "five hundred" shall
be substituted.
11. Omission
of sections 26 and 28, Ordinance XVII of 1969.- In the said Ordinance, sections 26 and
28 shall be omitted.
12. Substitution of section 32, Ordinance XVII of 1969.-
In the said Ordinance, for section 32, the following shall be substituted, namely:-
"32. Regulation of
business of asset management companies, investment advisers, investment companies and
venture capital companies. The business of asset management companies, investment
advisers, investment companies and venture capital companies shall be regulated in such
manner and on payment of such fees and charges as may be prescribed."
13. Insertion
of new section 32C, Ordinance XVII of 1969.- In the said Ordinance, after section 32B,
the following new section shall be inserted, namely:-
"32C. Regulation of business of transfer agents, balloters
and underwriters, etc.- The business of transfer agents, balloters, underwriters,
sub-underwriters, consultants to a public issue and other ancillary business relating to
stock market shall be regulated in such manner and on payment of such fees and charges as
may be prescribed."
14. Amendment of section 33, Ordinance XVII of 1969.-
In the said Ordinance, in section 33, in sub-section (2), in clause (a).-
(a) after the figure "5"
the comma, figure and letter ", 5A" shall be inserted; and
(b) for the word and figure "and
32" the firuges, commas, letters and word "32, 32A, 32B and 32C" shall be
substituted.
