{ "schema_version": "qanun-law-text/1", "id": "pk-code-c9a82dd01ae9066d", "title": "Stock Exchange (Corporatisation, Demutualization and Integration) Act, 2012", "source_collection": "Federal", "content_kind": "stored_law_text", "content_extent": null, "source_url": "https://pakistancode.gov.pk/alpha/UY2FqaJw1-apaUY2Fqa-apaUY2Fqapg%3D-sg-jjjjjjjjjjjjj", "version": null, "source_snapshot": null, "legal_status": "not independently verified", "text_quality": "Complete stored UTF-8 TXT file recovered byte-for-byte from owned Drive. Source transcription retained verbatim; legal completeness, OCR accuracy and current consolidation unverified.", "text_sha256": "c29d9d1e066fd33ae4a4081e5516daf6fb6fb6477b8759b5461649c05110acb2", "source_sha256": "c29d9d1e066fd33ae4a4081e5516daf6fb6fb6477b8759b5461649c05110acb2", "text_version_id": "law:pk-code-c9a82dd01ae9066d:sha256:c29d9d1e066fd33ae4a4081e5516daf6fb6fb6477b8759b5461649c05110acb2", "quality_flags": [], "encoding": "UTF-8", "text": "Page 1 of 18 \r\n \r\n \r\nTHE STOCK EXCHANGES (CORPORATISATION, \r\nDEMUTUALIZATION AND INTEGRATION) ACT, 2012 \r\n \r\n \r\n \r\n \r\n \r\n \r\n CONTENTS \r\n \r\n \r\n \r\nCHAPTER-I \r\nPRELIMINARY \r\n1. Short title, extent and commencement \r\n2. Definitions \r\nCHAPTER-II \r\nCORPORATISATION \r\n3. Demutualization Committee \r\n4. Submission of information by the stock exchange \r\n5. Procedure upon receiving approval or determination \r\n6. Procedure upon receiving memorandum of the stock exchange \r\n7. Effect of corporatisation \r\nCHAPTER-III \r\nDEMUTUALIZATION \r\n \r\n8. Demutualization \r\n9. Rights attached to shares in the blocked account \r\n10. Board of a stock exchange after demutualization and the election of directors \r\n11. Effect of demutualization \r\n12. Divestment and issue of further shares \r\n13. Sale and purchase of shares by a strategic Investor and a financial institution \r\n14. Powers of the Commission to require divestment \r\n15. Listing of shares \r\n\r\n \r\nPage 2 of 18 \r\n16. Trading rights \r\nCHAPTER-IV \r\nINTEGRATION \r\n17. Integration without application to the Court \r\n18. Power of the Commission to approve a scheme of integration \r\n \r\nCHAPTER-V \r\nOFFENCES AND PENALTIES \r\n19. Powers of the Commission \r\n \r\nCHAPTER-VI \r\nMISCELLANEOUS \r\n \r\n20. Restriction on amendments to the Memorandum and Articles and further issue of \r\ncapital \r\n21. Winding up of a stock exchange \r\n22. Prohibition on sale etc. of assets of the stock exchange \r\n23. Power to make regulations \r\n24. Power to give directions \r\n25. Act to override other laws \r\n26. Savings \r\n27. Removal difficulty\r\n \r\nPage 3 of 18 \r\nTHE STOCK EXCHANGES (CORPORATISATION, DEMUTUALIZATION \r\nAND INTEGRATION) ACT, 2012 \r\n \r\nACT NO. XV OF 2012 \r\n \r\n[7th May, 2012] \r\n \r\nAn Act to provide for the corporatisation, demutualization and integration of stock exchanges in \r\nPakistan \r\n \r\nWHEREAS, it is expedient, for the development of the capital markets of the country, to provide \r\nfor the corporatisation and demutualization of the stock exchanges in Pakistan and to facilitate the \r\nintegration of these stock exchanges and for matters ancillary thereto; \r\n \r\nIt is hereby enacted as follows: \r\nCHAPTER-I \r\nPRELIMINARY \r\n1. Short title, extent and commencement.—(1) This Act may be called the Stock \r\nExchanges (Corporatisation, Demutualization and Integration) Act, 2012. \r\n \r\n(2) It extends to the whole of Pakistan. \r\n \r\n(3) It shall come into force at once. \r\n \r\n2. Definitions.—(1) In this Act, unless there is anything repugnant in the context or subject,— \r\n \r\n(i) “assets” means all immovable and movable properties (whether actual or \r\ncontingent, tangible or intangible) and include all land, building, machinery and \r\nequipment, shares, securities, deposits, cash, bank balances, profits, dividends, \r\nfees, commissions, receivables, claims, contracts, licenses, privileges, reserve \r\nfunds, investments and all other rights and interests in and arising out of such \r\nproperty in the ownership, possession, power or control of a stock exchange at \r\nany given time; \r\n \r\n(ii) “blocked account” means a CDC account established by a stock exchange in \r\naccordance with clause (c) of sub-section (1) of section 5; \r\n \r\n(iii) “CDC” means the Central Depository Company established in pursuance of the \r\nCentral Depository Companies (Establishment and Regulation) Rules, 1996; \r\n \r\n(iv) “Commission” means the Securities and Exchange Commission of Pakistan \r\nestablished under the Securities and Exchange Commission of Pakistan Act, \r\n1997 (XLII of 1997); \r\n \r\n(v) “Committee” means the demutualization committee of members of the stock \r\nexchange ratified under section 3 by the members of the stock exchange; \r\n \r\n(vi) “Companies Ordinance” means the Companies Ordinance, 1984 (XLVII of \r\n1984); \r\n \r\nPage 4 of 18 \r\n \r\n(vii) “Connected Person” means in relation to a natural person, a spouse, real, step \r\nor half sibling, lineal ascendant or descendant of such person, a partner, \r\npromoter or substantial shareholder of an undertaking, company or body \r\ncorporate of which such person is also a partner, promoter or substantial \r\nshareholder or an undertaking, company or body corporate in which such person \r\nis a partner, promoter, substantial shareholder or director; in relation to a legal \r\nperson a Connected person means an undertaking, company or body corporate \r\nwhich is a holding, subsidiary or associated company of such legal person; \r\n \r\n(viii) “corporatisation” means the conversion of a stock exchange from a company \r\nlimited by guarantee to a public company limited by shares; \r\n \r\n(ix) “date of corporatisation ” means the date on which the Registrar issues a \r\ncertificate of re-registration to the stock exchange as evidence of its change in \r\nstatus from a company limited by guarantee to a public company limited by \r\nshares; \r\n \r\n(x) “date of demutualization ” means the date on which the Registrar issues a \r\ncertificate of re -registration to the stock exchange in accordance with the \r\nprovisions of section 6; \r\n \r\n(xi) “demutualization” means the segregation of the majority ownership of a stock \r\nexchange from the right to trade on such stock exchange; \r\n \r\n(xii) “financial institution” includes foreign or local commercial banks development \r\nfinancial institutions, non-banking finance companies, insurance companies, \r\nstock exchanges, commodity exchanges, derivative exchanges or any such other \r\nentity which has been notified by the Commission as a financial institution for \r\nthe purposes of this Act; \r\n \r\n(xiii) “first directors ” mean directors of the stock exchange nominated by a stock \r\nexchange or the Commission as the case may be and who take the office of \r\ndirector on the date of corporatisation and hold such office until elections of the \r\ndirectors are held in accordance with this Act; \r\n \r\n(xiv) “initial shareholders” means the legal owners of the shares of a stock exchange \r\non the date of corporatisation; \r\n \r\n(xv) “integration” means the merger of two or more stock exchanges; \r\n \r\n(xvi) “liabilities” means all borrowings, financial obligations, debts, claims, or \r\npotential losses of every description (Whether actual or contingent) of a stock \r\nexchange at any given date; \r\n \r\n(xvii) “member” means a member of a stock exchange prior to its corporatisation \r\nunder this Act; \r\n \r\n(xviii) “prescribe or prescribed” means prescribed by the regulations made by the \r\nCommission; \r\n \r\nPage 5 of 18 \r\n \r\n(xix) “scheme of integration” means a scheme of arrangement for the integration of \r\ntwo or more stock exchanges; \r\n \r\n(xx) “Securities Ordinance ” means the Securities and Exchange Ordinance, 1969 \r\n(XVII of 1969); \r\n \r\n(xxi) “security” means a security as defined in clause (1) of sub-section (1) of section \r\n2 of the Securities Ordinance; \r\n \r\n(xxii) “shareholders” means the legal owners of the shares of a stock exchange at any \r\ngiven time and include the initial shareholders; \r\n \r\n(xxiii) “stakeholders” means the employees of the stock exchange, the TRE certificate \r\nholders, the issuers of securities listed on a stock exchange, creditors, if any, of \r\nsuch stock exchange and the Government of Pakistan; \r\n \r\n(xxiv) “stock exchange ” means a stock exchange registered under section 5 of the \r\nSecurities Ordinance at the time of commencement of this Act and includes a \r\nstock exchange after corporatisation, demutualization or integration as the case \r\nmay be; \r\n(xxv) “strategic investor” means a stock exchange, depository company, a derivative \r\nexchange or a clearing house which has been approved by the Commission in \r\naccordance with the prescribed criteria, for the purposes of acquiring shares of \r\na stock exchange in pursuance of section 12; \r\n \r\n(xxvi) “substantial shareholder” means a person who directly or indirectly controls, \r\nbeneficially owns or holds not less than twenty per cent of the voting rights of \r\nan undertaking, company or body corporate; \r\n \r\n(xxvii) “trading right entitlement certificate or TRE certificate” means a certificate \r\nissued by a stock exchange evidencing right of the TRE certificate holder to \r\napply for registration as a broker in accordance with the Broker and Agent \r\nRegistration Rules, 2001 as amended from time to time; \r\n \r\n(xxviii) “trading right entitlement certificate holder or TRE certificate holder” means a \r\nperson who is issued a TRE certificate under section 5, or purchases or acquires \r\nsuch TRE certificate under section 16 or is issued afresh TRE certificate in \r\naccordance with the provisions of this Act; and \r\n \r\n(xxix) “undertaking” means any trade or business of a stock exchange. \r\n \r\n(2) The words and expressions used, but not defined in this Act, but which are defined in the \r\nCompanies Ordinance or the Securities Ordinance shall have the same meaning as are assigned to them \r\nin these Ordinances. \r\n \r\n \r\n \r\nCHAPTER-II \r\n \r\nCORPORATISATION \r\n \r\n3. Demutualization Committee.—(1) The members of a stock exchange shall not later than \r\nthirty days from the commencement of this Act, in a meeting of the stock exchange, ratify the creation \r\nand constitution of the demutualization committee existing at such commencement. \r\n \r\n(2) The committee shall be fully authorized to— \r\n \r\nPage 6 of 18 \r\n \r\n(a) approve the valuation of the stock exchange to be undertaken by the \r\ninvestment bank pursuant to clause (a), sub-section (I) of section 4; \r\n \r\n(b) enter into negotiations and finalize the sale of not more than forty per cent of \r\nthe total issued share capital out of the shares lying in the blocked account with \r\nany one or more strategic investors or financial institutions; \r\n \r\n(c) determine the offer price for offer for sale of shares to general public. \r\n \r\n(3) The committee shall be fully empowered and bound to accept any price offered for the sale \r\nof shares by the strategic investor that is equal to or greater than the valuation carried out under section \r\n4, and finalize and enter into an agreement for the sale of such shares to the strategic investor, and the \r\nmembers, the shareholders including the initial shareholders and the stock exchange shall be bound \r\nby such agreement: \r\n \r\nProvided that the decision whether to accept or reject an offer from a strategic investor, if the \r\nprice offered is less than the approved valuation, shall be made in a meeting of the initial shareholders \r\nof the stock exchange through a majority vote, unless the members while constituting the committee, \r\ngave such authority to the committee. \r\n \r\n4. Submission of information by the stock exchange. —(1) Within forty-five days of the \r\ncommencement of this Act, each stock exchange shall, submit to the Commission the following, \r\nnamely:— \r\n \r\n(a) a valuation of the stock exchange approved by the committee as at any date that \r\nmay be specified by the Commission, based on the discounted cash flow or net \r\nasset value of the stock exchange, or any other internationally accepted method \r\nof valuation undertaken by a renowned international investment bank approved \r\nby the Commission: \r\n \r\nProvided that the Commission may, on a reasoned request made by the \r\nstock exchange, extend the time for the submission of the valuation of the stock \r\nexchange till 120 days from the commencement of this Act; \r\n \r\n(b) a re-valuation of the assets and liabilities of the stock exchange as at 30th June, \r\n2008, or as at any other date as may be specified by the Commission, undertaken \r\nby a firm of Chartered Accountants approved by the Commission in accordance \r\nwith the prescribed criteria based on which valuation, the number of shares of \r\nten rupees par value proposed to be issued will be determined; \r\n \r\n(c) the propos ed authorized and paid -up capital of the stock exchange with the \r\nnumber of shares to be issued; \r\n \r\n(d) the names of members of the stock exchange proposed to be the initial \r\nshareholders of the stock exchange and the number and value of shares to be \r\nallotted to each such member: \r\n \r\nProvided that the shares allotted in pursuance of this sub -section shall \r\nbe allotted for consideration other than cash. \r\n \r\nPage 7 of 18 \r\n \r\n(e) the names of members of the stock exchange, nominated to act as the first \r\ndirectors of the stock exchange until such time as elections are held in \r\naccordance with this Act: \r\n \r\nProvided that the stock exchange shall nominate only four members to \r\nact as the first directors; \r\n \r\n(f) the proposed plan for the segregation of the commercial and regulatory \r\nfunctions of the stock exchange; \r\n \r\n(g) the draft memorandum and articles of association of the stock exchange; \r\n \r\n(h) a detailed five year development plan for the stock exchange together with \r\nthe capital expenditure estimate and the sources of finance: \r\n \r\nProvided that the items listed at clauses (b) to (h) of sub-section (1) shall \r\nbe submitted to the Commission after being duly approved by the Board of \r\nDirectors of the stock exchange. \r\n \r\n(2) Within thirty days of receipt of the information submitted by a stock exchange under sub - \r\nsection (1), the Commission shall, subject to the provisions of sub-section (4), approve and \r\ncommunicate to the stock exchange the following namely:— \r\n \r\n(a) the revaluation of the assets and liabilities of the stock exchange; \r\n \r\n(b) the authorized and the paid up capital of the stock exchange; \r\n \r\n(c) the names of members of the stock exchange proposed to be the initial \r\nshareholders of the stock exchange; \r\n \r\n(d) the number of shares that may be allotted to each member of the stock \r\nexchange for consideration other than cash; \r\n \r\n(e) the names of members nominated to act as first directors of the stock exchange; \r\n \r\n(f) the plan for the segregation of the commercial and regulatory functions of \r\nthe stock exchange; \r\n \r\n(g) the memorandum and articles of association of the stock exchange; and \r\n \r\n(h) the approved development plan. \r\n \r\n(3) At the time of communicating the items listed in sub-section (2), the Commission shall also \r\ncommunicate to the stock exchange the names of six persons to be nominated by the Commission to \r\nact as the first directors of the st ock exchange with a direction to elect one of these persons as the \r\nChairman of the Board of Directors of the stock exchange. \r\n \r\n(4) The Commission may, if it deems necessary in the interest of the capital markets, make \r\nappropriate amendments in any of the matters mentioned in sub-section (2), other than the re-valuation \r\n \r\nPage 8 of 18 \r\ncarried out by the firm of Chartered Accountants, before granting its approval: \r\n \r\nProvided that before making any substantive amendments, the Commission shall inform the \r\nstock exchange of such amendments, and if so required by the stock exchange in writing, provide an \r\nopportunity of hearing to the stock exchange: \r\n \r\nProvided further that any decision of the Commission under this sub-section (4) shall be \r\nfinal and binding. \r\n \r\n(5) The valuation of the stock exchange as mentioned in clause (a) of sub -section (1), shall be \r\nprovided to the Commission in a sealed envelop and the Commission shall keep the envelop sealed till \r\nthe sale of shares to a strategic investor, in which case it shall return the sealed envelop to the stock \r\nexchange. In case there is no sale of shares to a strategic investor in the manner provided in this Act, \r\nthe Commission shall open the envelop in accordance with provisions of section 12. \r\n \r\n(6) If a stock exchange fails to comply with any or all of the requirements of sub -section (1) \r\nwithin the stipulated time or any extension thereof, the Commission shall undertake or decide as the \r\ncase may be, the matters listed in sub-section (1) and communicate the same to the stock exchange \r\nfor further compliance. Any action taken by the Commission in pursuance of this sub-section shall be \r\nfinal and binding on the stock exchange and its members: \r\n \r\nProvided that if the Commission engages a renowned international investment bank for the \r\npurposes of clause (a) of sub-section (1) or a firm of Chartered Accountants for the purposes of clause \r\n(b) of sub-section (1), the cost of such valuation, including all ancillary costs, shall be borne by the \r\nstock exchange being valued. \r\n \r\n5. Procedure upon receiving approval or determination. —(1) Within thirty days of being \r\ngranted approval under sub-section (2) of section 4 or a determination under sub-section (6) of \r\nsection 4, the stock exchange shall— \r\n \r\n \r\n(a) adopt in a meeting of its members by a special resolution the approved \r\nmemorandum and articles of association; \r\n \r\n(b) allot shares to the members approved to be the initial shareholders in the \r\napproved numbers: \r\n \r\nProvided that all shares will be allotted in a dematerialized format and \r\nshall not, at any time or for any reason, be convertible into physical format; \r\n \r\n(c) deposit in a blocked account sixty per cent of shares allotted to each initial \r\nshareholder and hold these in the blocked account until such time as these \r\nshares are disposed of in accordance with section 12; \r\n \r\n(d) issue a certificate to each initial shareholder certifying the number of his shares \r\nheld in the blocked account; and \r\n \r\n(e) issue a TRE certificate to each initial shareholder. \r\n \r\n(2) Willful failure of a stock exchange to comply with any of the requirements of this section \r\n \r\nPage 9 of 18 \r\nshall be an offence under this Act. \r\n \r\n (3) Within seven days of the adoption of the memorandum and articles of association as \r\naforesaid, the stock exchange shall deliver to the Registrar,— \r\n \r\n(a) a certified copy of the special resolution by which the memorandum and \r\narticles of association have been adopted; \r\n \r\n(b) a certificate from the auditors of the stock exchange certifying that all shares \r\nhave been allotted to the initial shareholders in a dematerialized format; and \r\n \r\n(c) a certificate from CDC that sixty per cent of the shares allotted to each initial \r\nshareholder have been deposited in a blocked account in accordance with \r\nclause (c) of sub-section (1) of section 5. \r\n \r\n6. Procedure upon receiving memorandum of the stock exchange.—(1) Within seven days \r\nof receipt of the information mentioned in sub-section (3) of section 5 and after confirmation from the \r\nCommission, the Registrar shall issue a certificate of re-registration to the stock exchange as evidence \r\nof its change in status from a company limited by guarantee to a public company limited by shares. \r\n \r\n(2) The directors of the stock exchange holding office on the date of corporatisation shall \r\nautomatically cease to hold such office on receipt of the certificate of re -registration by the stock \r\nexchange, and shall stand replaced by the first directors. \r\n \r\n 7. Effect of corporatisation. —(1) All assets and liabilities of the stock exchange as at the \r\ndate of corporatisation shall remain the assets and liabilities of the stock exchange. \r\n \r\n (2) The corporatisation of the stock exchange shall not— \r\n \r\n(a) create a new legal entity or prejudice or affect its identity or continuity; \r\n \r\n(b) adversely affect the registration of the stock exchange under section 5 of the \r\nSecurities Ordinance; \r\n \r\n(c) prejudice or affect the continuity of its undertakings; \r\n \r\n(d) render defective or affect any legal, disciplinary or other proceedings brought \r\nby or against it prior to the date of corporatisation; \r\n \r\n(e) affect the validity of any regulation made by the stock exchange or the \r\nCommission in pursuance of section 34 of the Securities Ordinance; \r\n \r\n(f) affect any instruction, order, approval, notification, direction, act, requirement, \r\ncondition, consent, guideline, circular, undertaking, declaration, indemnity, \r\nwaiver, exemption, restriction or decision or other document howsoever called, \r\nmade, given or done by the stock exchange or the Commission in accordance \r\nwith or in pursuance of the Companies Ordinance or the Securities Ordinance \r\nor any other law or rules and regulations made under such law in force at the \r\ndate of corporatisation, and such instruction, order, approval, notification, \r\ndirection, act, requirement, condition, consent, guideline, circular, undertaking, \r\n \r\nPage 10 of 18 \r\ndeclaration, indemnity, waiver, exemption, restriction or decision or other \r\ndocument shall remain valid, binding and have effect in relation to the p ersons \r\nto whom such instruction, order, approval, notification, direction, act, \r\nrequirement, condition, consent, guideline, circular, undertaking, declaration, \r\nindemnity, waiver, exemption, restriction or decision is applied until it is \r\namended, repealed or otherwise expires; \r\n \r\n \r\n(g) affect any right, privilege, obligation or liability acquired by or accrued to the \r\nstock exchange under the provisions of the Companies Ordinance or the \r\nSecurities Ordinance or any other law or rules and regulations made under any \r\nsuch law in force at the date of corporatisation and shall not affect any legal, \r\ndisciplinary or other proceedings, remedy, inspection, investigation or inquiry \r\nin relation to such right, privilege, obligation or liability and any such legal, \r\ndisciplinary or other proceedings, remedy, inspection, investigation or inquiry \r\nmay be instituted, continued or enforced after the date of corporatisation; and \r\n \r\n(h) affect any action that has been taken by the stock exchange for any breach of its \r\nregulations. \r\n \r\n(3) Upon the conversion of the stock exchange from a company limited by guarantee to a \r\ncompany limited by shares, the liability of each member of the stock exchange as guarantor shall be \r\ndeemed to be extinguished immediately. \r\n \r\n \r\nCHAPTER-III \r\n \r\nDEMUTUALIZATION \r\n \r\n8. Demutualization. A stock exchange shall stand demutualised when the Registrar has issued \r\na certificate of re-registration to the stock exchange in accordance with section 6. \r\n \r\n9. Rights attached to shares in the blocked account. —(1) All rights in respect of the sixty \r\nper cent shares of each initial shareholder deposited in the blocked account shall vest and be exercised \r\nin the following manner, namely:- \r\n \r\n(a) the right to receive di vidends, bonus shares, rights shares and the proceeds of \r\nsale of these shares shall vest in the initial shareholders: \r\n \r\nProvided that the bonus shares and right shares if any, shall be added to \r\nthe blocked shares of the initial shareholder and shall be disposed of alongwith \r\nthose blocked shares in the manner provided in this Act; \r\n \r\n(b) the right to sell these shares shall vest in the stock exchange to be exercised in \r\nthe manner provided in section 12; and \r\n \r\n(c) the right to exercise the voting power attached to these shares shall remain \r\nsuspended till the time of sale of these shares in accordance with section 12. \r\n \r\n(2) The blocked account shall be operated by the board of directors in the manner prescribed \r\nby the Commission. \r\n \r\n \r\nPage 11 of 18 \r\n \r\n10. Board of a stock exchange after demutualization and the election of directors. — (1) \r\nAt any time after the date of demutualization, TRE certificate holders or connected persons of TRE \r\ncertificate holders shall not hold the majority on the board of directors of any stock exchange, or hold \r\nmore than forty per cent of the total paid up capital of the stock exchange. \r\n \r\n(2) Within thirty days of the date of demutualization, the stock exchange shall hold an election \r\nof directors: \r\n \r\nProvided that the elections shall only be in respect of the seats held by the first directors \r\nnominated by the stock exchange. The nominees of the Commission shall continue to hold office until \r\nsuch time as they stand replaced on a directive of the Commission to allow co-option of nominees of \r\nthe strategic investor, or in subsequent elections by shareholder interest of the strategic investor and \r\nfinancial institutions or representatives of the general public as the case may be. \r\n \r\n(3) After the date of demutualization, the chairman of the Board of any stock exchange \r\nshall always be from amongst those directors who do not represent the TRE certificate holders or their \r\nconnected persons. \r\n \r\n11. Effect of demutualization. —(1) From the date of demutualization, notwithstanding \r\nanything to the contrary contained in any other law for the time being in force or any agreement, award, \r\njudgment, decree or other instrument for the time being in force, the demutualization of the stock \r\nexchange shall become binding on all persons and authorities having any contractual or statutory, right, \r\npower, obligation or liability in connection with the stock exchange. \r\n \r\n(2) The demutualization shall not adversely affect the registration of the stock exchange under \r\nsection 5 of the Securities Ordinance. \r\n \r\n(3) A shareholder may or may not be a TRE certificate holder of the stock exchange after \r\ndemutualization. \r\n \r\n(4) A TRE certificate holder may or may not be a shareholder of the stock exchange after \r\ndemutualization. \r\n \r\n12. Divestment and issue of further shares.—(1) The Commission may at any time not later \r\nthan two years from the date of demutualization direct the stock exchange and its shareholders to do \r\none or more of the following, namely:- \r\n \r\n(a) to enter into an agreement with a strategic investor, within one year of such \r\ndirection, for the sale of not more than forty percent of its total issued share \r\ncapital out of the shares lying in the blocked account; \r\n \r\n(b) to sell to the general public through an offer for sale, not less than twenty percent \r\nof its total issued share capital out of the shares lying in the blocked account \r\nwithin one hundred and eighty days of the direction in accordance with \r\napplicable laws; \r\n \r\n(c) to enter into agreements with and to sell to local financial institutions any shares \r\nremaining in the blocked account after sale of shares to the strategic investor \r\nand the general public, within one year of the direction: \r\n \r\n \r\nPage 12 of 18 \r\nProvided that the Commission may extend the period for compliance \r\nupon an application by the stock exchange setting out the reasons for not being \r\nable to comply with the said order within the specified time. \r\n \r\n(2) A stock exchange may, by special resolution issue further shares carrying extra voting rights \r\nto a strategic investor with the prior written approval of the Commission. \r\n \r\n(3) In case if no agreement for the sale of shares of the stock exchange is reached with any \r\nstrategic investor within one year of the direction given by the Commission or within such time as may \r\nbe extended by the Commission, the Commission may open the sealed envelop containing the \r\nvaluation of the shares. \r\n \r\n(4) Upon opening the sealed envelop, the Commission may take such steps or give such \r\ndirections as may be necessary for achieving the sale of shares, including but not limited to— \r\n \r\n(a) ordering the sale of shares to a strategic investor who had earlier made an offer \r\nto purchase the shares, if the price offered by such strategic investor was equal \r\nto or more than the valuation of the shares contained in the sealed envelop; or \r\n \r\n(b) ordering a fresh auction of the shares and selling to the highest bidding strategic \r\ninvestor or financial institutions such number of shares and in such manner as \r\nthe Commission may specify; or \r\n \r\n(c) ordering a revaluation of the stock exchange at the cost of the stock exchange \r\nand in such manner as the Commission may specify. \r\n \r\n(5) Notwithstanding anything contained in sub -sections (1) to (4), if a stock exchange fails to \r\ncomply with any or all of the directions given to the stock exchange under sub -section (1), the \r\nCommission may determine and conclude the matters listed in sub-section (1) in such manner as may \r\nbe prescribed and any such determination by the Commission shall be final and binding on the stock \r\nexchange, its shareholders including the initial shareholders and the CDC. \r\n \r\n(6) Refusal by any initial shareholder to accept an agreement duly entered in accordance with \r\nthe provisions of this section 12, or failure by any person to comply with any directions given by the \r\nCommission, or the willful failure of the committee to sell the shares if the offer price received for \r\nsuch shares is equal to or more than the approved valuation, shall be an offence. \r\n \r\n13. Sale and purchase of shares by a strategic investor and a financial institution.—(1) A \r\nstrategic investor or a financial institution who acquires shares under section 12 may sell its \r\nshareholding in a stock exchange only to another strategic investor or a financial institution as the case \r\nmay be, with the prior written approval of the Commission. \r\n \r\n(2) A strategic investor may acquire such further shares of a stock exchange in which it is a \r\nstrategic investor to enable it to increase its shareh olding up to fifty one percent of the total paid up \r\ncapital, subject to the following conditions, namely:— \r\n \r\n(a) the prior approval of the Commission is obtained for such further acquisition of \r\nshares; \r\n \r\n(b) the further acquisition is made not less than three years after it acquires \r\nshares under section 12; and \r\n \r\nPage 13 of 18 \r\n \r\n(c) the shares are purchased from the market by making a public offer in a \r\ntransparent manner. \r\n \r\n(3) No financial institution who has acquired shares under section 12 may acquire any further \r\nshares from the general public: \r\n \r\nProvided that a financial institution may acquire shares from another financial institution \r\nwith prior approval of the Commission. \r\n \r\n(4) The Commission may, by order in writing and reasons to be recorded, relax any one or all \r\nof the restrictions provided in sub-sections (1) to (3) after four years of date of demutualization. \r\n \r\n(5) The provisions of the Listed Companies (Substantial Acquisition of Voting Shares and \r\nTakeovers) Ordinance, 2002 (CIII of 2002) shall not apply to any acquisition of voting shares of a \r\nstock exchange by a strategic investor. \r\n \r\n14. Powers of the Commission to require divestment .—(1) If an initial shareholder, a \r\nmember of the general public (including a company) or a TRE certificate holder directly or indirectly \r\nacquires more than one percent of the shares of a stock exchange, the Commission may direct such \r\nperson to divest these shares in a manner as may be specified by the Commission from time to time or \r\non a case to case basis. \r\n \r\nExplanation.—For the purposes of this sub-section a person shall be deemed to have acquired \r\nshares indirectly if these shares have been acquired by a connected person of such person. \r\n \r\n(2) If a financial institution other than a financial institution who ac quire shares under \r\nsection 12, directly or indirectly acquires more than five percent of the shares of a stock exchange, the \r\nCommission may direct such financial institution to divest these shares in a manner as may be specified \r\nby the Commission from time to time or on a case to case basis. \r\n \r\nExplanation.—For the purposes of sub-section (2) a financial institution would be deemed to \r\nhave acquired shares indirectly if these shares have been acquired by a connected person of such \r\nfinancial institution. \r\n \r\n(3) The limits on the holding of shares by persons mentioned in sub -sections (1) and (2) may \r\nbe amended by the Commission from time to time if deemed necessary. \r\n \r\n(4) Willful failure to comply with any provisions of this section or any directions issued by the \r\nCommission hereunder shall be an offence under this Act. \r\n \r\n15. Listing of shares.—(1) The shares of a stock exchange shall be listed, on any such stock \r\nexchange and within any such time as the Commission may prescribe in consultation with the board \r\nof directors of the stock exchange which is to be listed. \r\n \r\n(2) Where the shares of a stock exchange are listed on itself, the Commission shall act as the \r\nfront line regulator of such stock exchange for such listing, and notwithstanding anything contained in \r\nany other law, shall have the necessary powers and authority to regulate and administer all the laws, \r\nrules and regulations prescribed for such matter. \r\n \r\n(3) The self-listing of the stock exchanges under this section shall be administered and managed \r\n \r\nPage 14 of 18 \r\nby the Commission in such manner as may be prescribed. \r\n \r\n(4) A stock exchange shall make an application for the listing of its shares on itself in the \r\nmanner and form, and subject to such conditions, as the Commission may prescribe. \r\n \r\n(5) Upon receipt of an application under sub-section (4), the Commission may if it is satisfied, \r\nafter making such inquiry and receiving such further information as it may consider necessary, that the \r\napplication fulfils the prescribed conditions for listing, order the listing of the shares. \r\n \r\n(6) Willful failure of a stock exchange to comply with any prescribed condition or direction of \r\nthe Commission shall be an offence under this Act. \r\n \r\n16. Trading rights.—(1) An initial shareholder who is issued a TRE certificate under section \r\n5 shall, if not already registered as a broker with the Commission, be entitled to be so registered not \r\nlater than two years from the date of demutualization provided that he meets the fit and proper criteria: \r\n \r\nProvided that such TRE certificate holder shall commence business not later than six months \r\nfrom the date of registration as a broker. \r\n \r\n(2) A TRE certificate issued under section 5, may only be transferred once in a manner as may \r\nbe prescribed: \r\n \r\nProvided that transfer of the TRE certificate by a registered broker shall result in the \r\ncancellation of his registration as broker. \r\n \r\n(3) Any fit and proper person who acquires a TRE certificate from an initial shareholder in \r\naccordance with sub-section (2), shall get himself registered as a broker not later than six months from \r\nthe date of acquiring the TRE certificate, and shall commence business not later than twelve months \r\nfrom the date of acquiring the TRE certificate. \r\n \r\n(4) A stock exchange shall not issue new TRE certificates to any person 1[within a period of \r\nfour years from the commencement of this Act] unless two -third majority of TRE certificate holders \r\nof a stock exchange decide otherwise. \r\n \r\n(5) After 1[the expiry of period specified in sub -section (4)], a stock exchange shall offer for \r\nissuance 1[of] fifteen TRE certificates each year 1[for the period of nine years] in the manner prescribed \r\nby the Commission \r\n \r\n(6) After 1[the expiry of the period specified in sub -section (5)], no restriction shall be placed \r\non the issuance of TRE certificates by the stock exchange, and any person who meets the fit and proper \r\ncriteria for registration as a broker shall be eligible to be issued a TRE certificate. \r\n \r\n (7) Any person who is issued a new TRE certificate shall get himself registered as a broker not \r\nlater than six months from the date of issuance of such TRE certificate and shall commence business \r\nnot later than three months from the date of registration as a broker. \r\n \r\n(8) After the date of demutualization, only a private company or a public company as defined \r\nin the Companies Ordinance, 1984 (XLVII of 1984) shall be eligible to obtain registration as a broker \r\non a stock exchange: \r\n \r\n1Subs. and ins. by Act XXII of 2015, s. 3. \r\n \r\nPage 15 of 18 \r\n \r\nProvided that any TRE certificate holder who is registered as a broker on a stock exchange on \r\nthe date of commencement of this Act shall not be required to convert in to corporate brokerage \r\nhouse till one year from the commencement of this Act. \r\n \r\nExplanation.—For the purpose of this sub-section the expression “Corporate brokerage house” \r\nmeans a private company or a public company which is registered as a broker. \r\n \r\n(9) All Corporate brokerage houses shall comply with the provisions of the Code of Corporate \r\nGovernance issued by the Commission as amended from time to time. \r\n \r\n(10) Except as provided in sub-section (2), all TRE certificates shall be nontransferable. \r\n \r\n(11) Failure of a person, holding a TRE certificate including an initial shareholder, to get \r\nhimself registered as a broker or commence business within the different periods specified in this \r\nsection, or in the case of an initial shareholder, to transfer the TRE certificate within two years from \r\nthe date of demutualization, shall result in the lapse of such TRE certificate. \r\n \r\n(12) The Commission shall prescribe the manner, form and procedures for the transfer and \r\nissuance of any TRE certificate in any stock exchange. \r\n \r\n CHAPTER-IV \r\n \r\nINTEGRATION \r\n \r\n17. Integration without application to the Court —(1) Any two or more stock exchanges \r\nmay, upon filing of a scheme of integration, and after compliance with such procedures as may be \r\nprescribed, be integrated by an order of the Commission, so as to transfer and vest in the successor \r\nstock exchange (“the successor stock exchange”) all the assets, undertakings and liabilities of any stock \r\nexchange which, upon such integration, is proposed to cease to exist (“the transferor stock exchange”). \r\nStock exchanges desirous of integrating may also do so by creating a new legal entity to which the \r\nassets, undertakings and liabilities of each of the stock exchanges may be transferred. \r\n \r\n(2) A scheme of integration may only be submitted to the Commission under sub -section (1) \r\nafter it has been approved by a special resolution of the shareholders of each stock exchange. \r\n \r\n(3) The successor stock exchange, if already registered as a stock exchange, shall not be \r\nrequired to apply to the Commission for fresh registration. Where however, a new legal entity is created \r\nas a result of integration, such entity shall apply for registration as a stock exchange under section 5 of \r\nthe Securities Ordinance. The registration granted to any existing stock exchange which ceases to exist \r\nafter the integration shall lapse upon such integration. \r\n \r\n18. Power of the Commission to approve a scheme of integration.—(1) On receipt of a \r\nscheme of integration under section 17, the Commission may approve the scheme in principle. Upon \r\nsuch approval, the stock exchanges shall publish the scheme of integration in two daily newspapers of \r\nnational coverage, requiring the stakeholders to intimate directly to the Commission in writing, within \r\nthe 15th day from the date of such publication, the reasons, if any, why the Commission should not \r\napprove the scheme of integration. Upon receipt of any written objections to the scheme of integration, \r\nthe Commission shall provide a reasonable opportunity of being heard to such objectors. \r\n \r\n(2) The Commission may make such inquiry and obtain such further information, as it may \r\ndeem necessary, in order to determine as to whether to finally approve the scheme of integration or \r\n \r\nPage 16 of 18 \r\nnot. \r\n(3) The Commission may, if satisfied that the requirements of the prescribed procedure have \r\nbeen complied with, approve the scheme of integration with such modifications, if any, as it may deem \r\nappropriate, and specify the effective date of integration. \r\n \r\n(4) Where a scheme of integration is approved under sub -section (3), it shall be posted on the \r\nwebsite of the Commission and published in the official Gazette. In addition, the stock exchange shall \r\npublish the approved scheme in two daily newspapers of national circulation. \r\n \r\n(5) With effect from the date of the order of approval of the scheme of integration, \r\nnotwithstanding anything to the contrary contained in any other law for the time being in force or any \r\nagreement, award, judgment or decree, the scheme of integration shall have effect and shall be binding \r\non all persons interested in the transferor stock exchange or the successor stock exchange (or the new \r\nlegal entity as the case may be) including all shareholders, stakeholders and employees of the stock \r\nexchanges and all persons having an interest in any asset, undertaking or liability of either the \r\ntransferor stock exchange or the successor stock exchange (or the new legal entity as the case may be). \r\n \r\n(6) Notwithstanding anything to the contrary contained in any other law for the time being in \r\nforce, with effect from the date of the order approving the scheme of integration, all the assets, \r\nundertakings and liabilities of the transferor s tock exchange shall, in accordance with the scheme of \r\nintegration, stand transferred to, and vest in, the successor stock exchange, and the transferor stock \r\nexchange shall, with effect from the date of such order, cease to exist. \r\n \r\n(7) The stakeholders of the transferor stock exchange shall, with effect from the date of the \r\norder approving the scheme of integration, become the stakeholders of the successor stock exchange \r\nor the new legal entity as the case may be. \r\n \r\n(8) The Commission may make such further or consequential orders or give such directions, as \r\nit deems necessary, in order to effect the integration of the stock exchanges in accordance with the \r\napproved scheme of integration. \r\n \r\n(9) Where the Commission is satisfied that it would not be in the interest of either the capital \r\nand stock markets or the general public to approve the scheme, it may by an order in writing, reject the \r\nscheme: \r\n \r\nProvided that the Commission shall, prior to issuance of such order, give a reasonable \r\nopportunity of being heard to the stock exchanges seeking integration. \r\n \r\n \r\nCHAPTER-V \r\n \r\nOFFENCES AND PENALTIES \r\n \r\n19. Powers of the Commission.—(1) Where the Commission is satisfied that a stock exchange, \r\na director of a stock exchange, committee member, shareholder, TRE certificate holder or any other \r\nperson, has prima facie committed an offence under this Act or has contravened any provision of this \r\nAct or the regulations hereunder, the Commission may provide a reasonable opportunity of hearing to \r\nthe stock exchange, the director, a shareholder TRE certificate holder or committee member as the \r\ncase may be. \r\n \r\n(2) If after giving a reasonable opportunity of hearing to the stock exchange, its directors, \r\nshareholders, TRE certificate holders or committee member as the case may be, the Commission is \r\nsatisfied that any of the aforementioned persons has knowingly and wilfully committed an offence \r\nunder this Act, it may,— \r\n \r\nPage 17 of 18 \r\n \r\n(a) direct the stock exchange to pay to the Commission by way of penalty a sum \r\nnot exceeding twenty million rupees or suspend or cancel the registration of the \r\nstock exchange; \r\n \r\n(b) direct each director responsible for such failure to pay to the Commission from \r\nhis own sources by way of penalty a sum not exceeding one million rupees or \r\nsuspend or remove such director from the Board of the stock exchange; \r\n \r\n(c) direct each shareholder guilty of an offence under this Act to pay to the \r\nCommission from his own sources by way of penalty a sum not exceeding one \r\nmillion rupees; \r\n \r\n(d) direct each TRE certificate holder guilty of an offence under this Act to pay to \r\nthe Commission from his own sources by way of penalty a sum not exceeding \r\none million rupees; and \r\n \r\n(e) direct each committee member guilty of an offence under this Act to pay to the \r\nCommission from his own sources by way of penalty a sum not exceeding one \r\nmillion rupees. \r\n \r\n(3) Any sum directed by the Commission to be paid under sub-section (2) shall be recoverable \r\nby the Commission as arrears of land revenue. \r\n \r\n(4) Notwithstanding anything to the contrary contained herein, the Commission may, if it is \r\nsatisfied that a TRE certificate holder, whether or not he is a shareholder of the stock exchange, has \r\nwilfully and knowingly failed to comply with the provisions of this Act, su spend or cancel the TRE \r\ncertificate. \r\n \r\n \r\nCHAPTER-VI \r\n \r\nMISCELLANEOUS \r\n \r\n20. Restriction on amendments to the Memorandum and Articles and further issue of \r\ncapital.—(1) A stock exchange shall not make any amendments to its Memorandum and Articles of \r\nAssociation without the prior written approval of the Commission,. \r\n \r\n(2) A stock exchange shall not issue further shares without the prior written approval of the \r\nCommission. \r\n \r\n21. Winding up of a stock exchange. A stock exchange shall not commence any proceedings \r\nfor winding up, whether voluntary or otherwise, without the prior written approval of the Commission: \r\n \r\nProvided that notwithstanding anything contained in any other law for the time being in force, \r\nthe Commission shall have the power to take all necessary steps to rehabilitate a stock exchange that \r\nis facing financial or operational problems, in a manner as may be prescribed. \r\n \r\n22. Prohibition on sale etc of assets of the stock exchange. No stock exchange shall sell \r\nimmovable assets owned by the stock exchange at the date of corporatisation without the prior approval \r\nof the Commission and shall ensure that all assets are utilized in furtherance of the business of the \r\nstock exchange. \r\n \r\nPage 18 of 18 \r\n \r\n23. Power to make regulations. The Commission, may, by notification in the official Gazette, \r\nmake regulations for carrying out the purposes of this Act. \r\n \r\n24. Power to give directions. —(1) The Commission shall have the power to give such \r\ndirections to a stock exchange, either jointly or severally, or to a shareholder, or a committee member, \r\nor a TRE certificate holder as the Commission deems necessary for achieving the purposes of this Act. \r\n \r\n(2) The stock exchange, shareholder, TRE certificate holder or committee member to which a \r\ndirection is issued under this section or any other section of this Act shall be bound to comply with the \r\nsame and failure of a stock exchange, shareholder, TRE certificate holder or committee member to \r\ncomply with any such direction shall be an offence under this Act. \r\n \r\n25. Act to override other laws.— The provisions of this Act shall have effect notwithstanding \r\nanything to the contrary contained in any other law for the time being in force. \r\n \r\n26. Savings.— Save as otherwise provided in this Act, nothing in this Act shall curtail or deem \r\nto affect or curtail the powers of the Commission under the Securities and Exchange Commission of \r\nPakistan Act, 1997 (XII of 1997), the Companies Ordinance, the Securities Ordinance or any other \r\nlaw for the time being in force. \r\n \r\n27. Removal difficulty.— If any difficulty arises in giving effect to the provisions of this Act, \r\nthe Federal Government may, not inconsistent, with the provisions of this Act, give such directions as \r\nit may consider necessary for the removal of such difficulty. \r\n \r\n \r\n____________ \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n RGN Dated 30-03-2026", "passage_offset_convention": "zero-based Unicode code points and UTF8 bytes; end exclusive", "passages": [ { "passage_id": "law:pk-code-c9a82dd01ae9066d:sha256:c29d9d1e066fd33ae4a4081e5516daf6fb6fb6477b8759b5461649c05110acb2:chars-0-1785:d28cb30af1474f74ad4e7313dfc665d062db4477a5e30c4de5ff28a534c0cfd9", "character_start": 0, "character_end": 1785, "utf8_byte_start": 0, "utf8_byte_end": 1785, "passage_sha256": "d28cb30af1474f74ad4e7313dfc665d062db4477a5e30c4de5ff28a534c0cfd9", "reader_fragment": "p-0-1785-d28cb30af1474f74" }, { 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