The Central Depository Companies (Establishment and Regulation) Rules,1996.

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CENTRAL DEPOSITORY COMPANIES (ESTABLISHMENT AND
REGULATION) RULES, 1996
(S.R.O. NO. 107(KE)/96 DATED 07.10.96)
S.R.O. 107 (KE)/96.- In exercise of the powers conferred by
section 33 of the Securities and Exchange Ordinance, 1969 (XVII
of 1969), the Federal Government is pleased to make the following
rules, namely:-
1. Short title and commencement. (1) These rules may
be called the Central Depository Companies (Establishment and
Regulation) Rules, 1996.
(2) They shall come into force at once.
2. Interpretation.- In these rules the words and
expressions used but not defined herein shall have the same
meanings as are assigned to them in the Securities and Exchange
Ordinance, 1969 (XVII of 1969), and the Companies Ordinance,
1984 (XLVII of 1984), as the case may be.
3. Eligibility for registration.- A company desirous of
commencing business as a central depository company shall be
eligible for registration under these rules if it fulfils the following
conditions, namely :-
(a) That such company is incorporated as a public limited
company under the Companies Ordinance, 1984 (XLVII
of 1984);
(b) that such company has entered into equity
participation or technical collaboration arrangement
with an internationally recognized institution or agency;
(c) that at least one stock exchange in Pakistan is a
shareholder of such a company;
(d) that no promoter, director , officer or employee of such
a company-
(i) has been convicted of fraud, breach of trust or an
offence involving moral turpitude or removed from
service for misconduct or has been adjudicated as
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insolvent;
(ii) has been associated with any illegal banking
business, deposit taking or financial dealings;
(iii) has been a sponsor, director, chief executive or a
senior management officer of a defaulting cooperative
finance society or finance company; and
(iv) has been a defaulter of any commercial bank or
financial institution including non-banking
financial institution or has suspended payment or
has compounded with his creditors; and
e) that the promoters of such company are persons of
means and integrity and have special knowledge of
matters which the company may have to deal with as a
central depository company.
4. Registration .- (1) A company, eligible for registration
under rule 3 as a central depository company, may make an
application to the Authority in Form I providing information as
given in the Annex thereto.
(2) An application under sub-rule (1) shall be accompanied
by a fee of five hundred thousand rupees as registration fee.
(3) The Authority, if it is satisfied, after such inquiry and
after obtaining such further information as it may consider
necessary, that-
(i) the applicant is eligible for registration; and
(ii) it would be in the interest of the capital market so
to do, may grant a certificate of registration to
such company in Form II on such conditions as it
may deem appropriate.
5. Renewal of registration.- (1) The certificate of
registration of a company shall be renewable on payment of a fee
of one hundred thousand rupees through an application made in
Form III.
(2) The Authority shall, after making such inquiries and
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after obtaining such further information as it may consider
necessary, within thirty days of the receipt of the application,
renew the registration of such company for one year in Form IV.
6. Submission of annual report, etc.- (1) The central
depository company shall file its annual report and account within
six months of the close of the accounting period alongwith the
following information and documents, namely:-
(i) Names of the issuers who are members of the
company;
(ii) names of the participants who are members of the
company;
(iii) number of account holders as well as sub-account
holders;
(iv) list of shareholders of the company indicating
change in the shareholdings, if any; and
(v) names of senior management staff of the company
with qualifications and experience.
(2) Without prejudice to the provisions of sub-rule (1), a
central depository company shall furnish to the Authority such
other documents, information or explanation relating to its affairs
as the Authority may, from time to time, by order in writing,
require.
7. Power of the Authority to give directions.- The
Authority may, if it is satisfied that it is necessary or expedient so
to do in the public interest or in the interest of capital market, by
order in writing, give directions to a central depository company.
8. Establishment of Advisory Committee.- The
Authority may establish an Advisory Committee in respect of a
central depository company whose functions shall be–
(a) to advise the central depository company on matters
relating to the services provided by such depository company; and
(b) to make recommendations for improving the efficiency
of the central depository company.
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FORM I
[See rule 4 (1)]
FORM OF APPLICATION FOR REGISTRATION
AS A CENTRAL DEPOSITORY COMPANY
To
The Corporate Law Authority,
Government of Pakistan,
Islamabad.
Dear Sir,
We hereby apply for registration of
………………………………………..
………………………………………………………………………………………….
……….. ………………………………………….(Name of Central
Depository Company)
under rule 4 of the Central Depository Companies (Establishment
and Regulation) Rules, 1996.
2. A copy of the Memorandum and the Articles of Association is
enclosed.
3. Necessary information required in the annex to this Form is
furnished. We undertake to keep the information up to date at all
times.
4. Registration fee of five hundred thousand rupees
(Rs.500,000/) has been deposited in the State Bank of Pakistan/
the National Bank of Pakistan on ______________ and original copy
of the treasury challan is enclosed.
Yours faithfully,
(Signature of the authorised
officer)
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ANNEX TO FORM I
1. Name, address and telephone
number(s) of the company.
…………………………………
2. Date and place of incorporation. ………………………………..
3. Names and addresses of
promoters and directors.
…………………………………
4. Documentary evidence indicating
that a stock exchange is a share
holder of the company.
…………………………………
5. Details of equity participation or
technical collaboration
arrangements with any
internationally recognized
institution or agency.
…………………………………
6. Whether any promoter, director
has been convicted of fraud or
breach of trust.
…………………………………
7. Whether any promoter or director
has been a defaulter of any
commercial bank or financial
institution or non-banking
financial institution or has
suspended payment or has
compounded with his creditors.
…………………………………
8. Whether any director has been
adjudicated as insolvent.
………………………………..
9. Names and addresses of senior
management officers.
…………………………………
10. Whether any officer or employee
has been convicted of fraud or
breach of trust.
…………………………………
11. Whether any senior management
officer has been adjudicated as
insolvent or has suspended
payment or has compounded with
his creditors.
…………………………………
12. Whether any director, officer or
employee of the company has
been a sponsor, director, chief
executive or a senior management
officer of a defaulting co-operative
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finance society or finance
company.
…………………………………
13. Whether any officer or employee
of the company has been a
defaulter of any commercial bank
or financial institution including
non-banking financial institution
or has suspended payment or has
compounded with his creditors.
…………………………………
14. Previous experience of the
promoters and directors in the
field related with central
depository.
…………………………………
15. Previous experience of senior
management officers.
…………………………………
Note :-(i) An affidavit from each promoter, director and officer in
respect of statement at serial Nos. 6,7 and 8, shall be
submitted.
(ii) Certification by the proposed chief executive of the
company in respect of statement at serial Nos. 10,11,12
and 13 shall be submitted.

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FORM II
[(See rule 4(3)]
GOVERNMENT OF PAKISTAN
CORPORATE LAW AUTHORITY
NO. Islamabad, the ………199…
CERTIFICATE OF REGISTRATION AS
CENTRAL DEPOSITORY COMPANY
The Corporate Law Authority having considered the
application for registration under rule 4 of the Central Depository
Companies (Establishment and Regulation) Rules, 1996, by
………………………………………………………………………………………….
………………………………………………..(Name of the central
depository company)
and being satisfied that the said company is eligible for
registration and that it would be in public interest and in the
interest of the capital market so to do, hereby grants, in exercise
of the powers conferred by rule 4 of the said Rules, registration to
…………………………………………………………….. subject to the
conditions stated herein below or as may be prescribed or
imposed hereafter.
2. This certificate of registration is valid up to
…………………………..
Signature of the Officer
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FORM III
[(See rule 5(1)]
FORM OF APPLICATION FOR RENEWAL OF REGISTRATION
AS A CENTRAL DEPOSITORY COMPANY
To
Corporate Law Authority
Government of Pakistan
Islamabad.
Dear Sir,
We hereby apply for the renewal of the registration of
…………….
………………………………………………………………………………………….
……….. ……………………………………..(Name of the central
depository company).
under rule 5 of the Central Depository Companies (Establishment
and Regulation) Rules, 1996.
2. The certificate of registration or, as the case may be,
certificate of renewal is due to expire on ………………………………
3. Renewal fee of one hundred thousand rupees (Rs.100,000/-)
has been deposited in the State Bank of Pakistan/ the National
Bank of Pakistan on _____________ and original copy of the
treasury challan is enclosed.
4. It is requested that the registration may be renewed for the
year ending on the ……………………….
Yours faithfully,
(Signature of the authorised
officer)
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FORM IV
[(See rule 5(2)]
GOVERNMENT OF PAKISTAN
CORPORATE LAW AUTHORITY
Islamabad, the …………199….
CERTIFICATE OF RENEWAL OF REGISTRATION
AS A CENTRAL DEPOSITORY COMPANY
NO.
The Corporate Law Authority having considered the
application for renewal of registration under rule 5 of the Central
Depository Companies (Establishment and Regulation) Rules,
1996, by
………………………………………………………………………………………….
…… ………………………………………(Name of the central depository
company)
and being satisfied that it would be in public interest and in the
interest of the capital market to renew the registration of
………………………………………………………………………………………….
……………………………………………….(Name of the central depository
company)
hereby grants, in exercise of the powers conferred by rule 5 of the
said Rules, certificate of renewal of registration to the said
company subject to the conditions stated herein below or as may
be prescribed or imposed hereafter.
2. This certificate of renewal is valid up to ………………….
Signature of the Officer