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000828
The Gazette of PakistanS.R.O. 599(I)/2000.-- In exercise of the powers conferred by section 506, of the Companies Ordinance, 1984 (XLVII of 1984), read with section 90 thereof, and clause (b) of section 43 of the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997), the Securities and Exchange Policy Board hereby makes the following rules, the same having been published previously as required under the said section 506, namely:--
THE COMPANIES, SHARE CAPITAL
(VARIATION IN RIGHTS AND PRIVILEGES)
RULES, 2000
1. Short title and commencement.-- (1) These
rules may be called the Companies, Share Capital (Variation in Rights and Privileges)
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) "Commission" means the Securities and Exchange Commission of Pakistan; and
(b) "Ordinance" means the Companies Ordinance, 1984 (XLVII of 1984).
(c) All other terms and expressions used but not defined in these rules shall have the
same meaning as assigned to them in the Ordinance.
3. Kinds and classes of share capital.-- (1) A company limited by shares may have
more than one kind of share capital and may have different classes of shares under each
kind.
(2) Where a company intends to have different kinds of share capital and classes of shares
therein, it shall specifically so provided in its memorandum and articles.
4. Nature of rights and privileges.-- Each kind of share capital of a company and
class or classes of its shares, if any, as specified in the memorandum and articles may
have different rights and privileges, which shall be provided in the articles. The
variation in the rights and privileges of the shareholders in a kind of share capital or
class or classes therein may be of the nature, including the following, namely:--
(a) different voting rights for entitlement of dividend, right disproportionate to the
paid up value of shares held; voting rights for specific purposes only; or no voting
rights at all;
(b) different rights for entitlement of dividend, right shares or bonus shares of
entitlement or receive the notices and to attend the general meetings; and
(c) rights and privileges for indefinite period, for a limited specified period or for
such periods as may from time to time be determined by the members through special
resolution.
5. Conditions.-- (1) No company shall issue further share capital of any kind or
class carrying different rights and privileges except with prior approval of the
Commission to be obtained on the basis of a special resolution.
(2) Subject to the provisions of section 86 of the Ordinance, offer of further share
capital of any kind or class carrying different rights and privileges shall be made to
each existing shareholder proportionately without any discrimination.
(3) If any of the existing shareholders declines to accept the offer made under sub-rule
(2), the shares so declined shall be disposed of by the directors in such manner as may be
provided in the articles or in accordance with the special resolution passed by
shareholders.
(4) In case share capital of a company has different classes having different rights and
privileges and the same is to be offered to the general public, the fact shall be
distinctly mentioned in the offering documents and the difference in the rights and
privileges of any class of share capital shall be conspicuously mentioned in the offering
document or prospectus, etc.
[No. F. EDSECP-5/2000.]
S.R.O. 600(I)/2000.-- The following draft of certain amendments in the Companies
(Buy-back of Shares) Rules, 1999, which are proposed to be made in exercise of the powers
conferred by section 506 of the Companies Ordinance, 1984 (XLVII of 1984), read with
section 95A thereof, and clause (b) of section 43 of the Securities and Exchange
Commission of Pakistan Act, 1997 (XLII of 1997), is hereby published as required by
sub-section (2) of section 506 of the Companies Ordinance, 1984, (XLII of 1984), for the
information of all persons likely to be affected thereby and notice is hereby given that
the draft will be taken into consideration after fourteen days of its publication in the
official Gazette.
Any objection or suggestion which may be received from any person in respect of the said
draft before the expiry of the said period will be considered by the Securities and
Exchange Policy Board:--
DRAFT AMENDMENTS
In the aforesaid Rules:--
(i) in rule 3, for sub-rule (2) the following shall be substituted, namely:--
"(2) The financial ratios specified in sub-rule (1) shall be certified by the
auditors of the company as on the date of passing the special resolution for purchase; and
(ii) in rule 4,--
(a) in sub-rule (1), after the word "cash", the words "resources"
shall be inserted; and
(b) for sub-rule (2) the following shall be substituted, namely:--
"(2) A certificate shall e obtained from the auditors of the company that sufficient
cash resources were available with the company on the date of passing the special
resolution for purchase."
[No. F. ED/SECP/4/2000.]
Sd/-
HIZBULLAH SIDDIQUI,
Joint Director (Admn).
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