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Central Depository Company of Pakistan Limited

CENTRAL DEPOSITORY SYSTEM


(CDS)

STANDARD OPERATING
PROCEDURES
CDS STANDARD OPERATING PROCEDURES

Table of Contents
CORPORATE ACTIONS
1. Procedure for Corporate Actions (Book Closure, Notices of Meetings, Attendance of
General Meeting, Dividend Entitlement, Bonus Shares etc.)
CORPORATE ACTIONS

CORPORATE
ACTIONS

External
PROCEDURE FOR CORPORATE ACTIONS

CORPORATE ACTIONS GENERAL


PROCEDURES

October 09, 2017 External Page 1 of 14


PROCEDURE FOR CORPORATE ACTIONS

Corporate Action General Procedure


1 Corporate Actions
For all purposes and in particular for the purpose of Corporate Actions, the records of the
Depository will, in fact be considered an extension of the Members’/Securities Holders’
Register maintained by the Issuer/Transfer Agent (R/TA). In other words the details of the
beneficial owners of the CDC’s nominee holding will be obtained from the records of the
Depository and shareholder entitlements will be determined, as far as the securities held in the
Depository are concerned, on the basis of the Beneficial Owners Report provided by the CDC.

Detailed procedures by means of which the Depository will handle the various corporate actions
involved are given in the following paragraphs.

Book Closure
A book closure period is a period during which the Issuer/Transfer Agent (R/TA) does not accept
for processing any certificates for the purpose of recording their transfer of ownership.
Traditionally, the book closure period is a device whereby, in the absence of depository systems,
the Issuer/Transfer Agent (R/TA) were given adequate time to process the large numbers of
security transfers which were invariably submitted before the cut-off date for carrying out
corporate actions.

In this regard, Issuer / R/TA shall notify to CDC (as per standard format-Annexure CA-1) of any
Book Closure period fixed by them, specifying therein the Book Closure start date and the Book
Closure end date as well as other relevant corporate action details (if applicable).

The notice mentioned above, should in accordance with the provision 12.1.1 of the CDC
Regulations be provided to CDC atleast seven (7) Business Days prior to the book closure start
date.

The Depository is required to provide to the Issuer/Transfer Agent (R/TA) a detailed breakdown
of the balance of securities standing to the credit of the CDC nominee holding in the
Members’/Securities Holders’ Register maintained by the Issuer/Transfer Agent (R/TA), in order
to enable them to distribute the benefits accruing as a result of the corporate actions to each
beneficial owners according to his entitlement and/or to forward such communication to each
beneficial owners as is required under Corporate Laws. In addition to this, the Depository does
not allow the initiation of fresh Deposit and Withdrawal requests during a book closure period.
This is to make sure that the balance of securities in the CDC’s folio in the Members’/Securities
Holders’ Register remains frozen / intact during the book closure period.

Deposit and Withdrawal requests which are pending at the end of Issuer/Transfer Agent (R/TA)
as at the first day of book closure are processed during the book closure period in accordance
with the provisions of Chapter 8 of the Central Depository Company of
Pakistan Limited Regulations, i.e. within five (5) days from the receipt of the Registerable
Transfer documents.

October 09, 2017 External Page 2 of 14


PROCEDURE FOR CORPORATE ACTIONS

However, Provision of the regulation 8.3A.3 states that where Registerable transfer documents
are not received by the Issuer / R/TA by the 2nd Business Day after the start of book closure date
then for the purpose of the said provision it shall be deemed that dispatch of the Registerable
transfer documents & deposit request transaction was made after the book closure end date.

Notices of Meetings or other Notices


Where the Notice of General Meetings (GM) or any other Notice is to be given by the Issuer to
its shareholders in accordance with the requirements of the Companies Ordinance - 1984, such
Issuer shall notify to CDC at least 7 business days before sending the statutory Notice to the
shareholder, as per Annexure CA-1.

The notice to CDC shall specify:

 The date on which statutory Notice is to be sent, and


 Details of security (ies) to which statutory Notice relates.

On the End of Day - EoD of 4th Business Day before the relevant time, CDC shall provide the
Beneficial Owner Report (titled “List of Beneficial Owners - LOBO”) correct as of EoD on the
7th Business Day before the relevant time via download facility which contains the Registration
Details & Holding Balances of each Holder within the CDS. On the basis of the “Beneficial
Owners Report”, the Issuer shall circulate the notices to its shareholders.

*Relevant time for the purpose of 1.2 means the date on which the Issuer intends to sent notices
of meeting to the share holders

Attendance of General Meeting and/or determination of Dividend Entitlement and /


or Redemption

Issuers to distribute dividend or make redemption to Account Holders and Sub-Account Holders
on the basis of their Holding Balances and Registration Details provided in the Central
Depository Register (LOBO/SBD) as of the end of the day preceding the commencement of
Book Closure Period (Relevant Time). CDC shall provide the above details to the Issuer/Transfer
Agent (R/TA) in accordance with CDC Regulation No. 12.3.5.
The Beneficial Owners Report (titled ‘Share Book Details’ -SBD) and the gross entitlement list
will be made available to the Issuer/Transfer Agent (R/TA) immediately succeeding Business
Day after the Relevant Time.

The above Beneficial Owners Report and Gross Entitlement List will have all the adjustments
relating to Change in Registration Details as well as Change in Holding Balances arising from
Deposit Approval Transactions & Withdrawal Approval Transactions which were existing in the
Deposit Pending Position and Withdrawal Pending Position as on the Relevant Time.

October 09, 2017 External Page 3 of 14


PROCEDURE FOR CORPORATE ACTIONS

Bonus Shares
Part “A”:

When the Board of Directors of an Issuer of Book Entry Securities recommends bonus issue on
such Book Entry Securities, the Issuer shall forthwith but in any event before book closure date
notify CDC as per Annexure CA-1 providing therein necessary details along with certified true
copy of Board Resolution and latest audited accounts or Form-7 for verification of
authorized capital as per the procedure of “Input of paid-up capital / total issue in CDS”.
The Beneficial Owners Report (titled ‘Share Book Details’ - SBD) and the gross Entitlement List
will be made available to the Issuer / R/TA immediately succeeding Business Day after the
Relevant Time. Further, specimen confirmation letter is also provided to Issuer / R/TA along
with reporting letter.

The above Beneficial Owners Report and the Entitlement List will have the adjustments relating
to Change in Registration Details as well as Change in Holding Balances arising from Deposit
Approval Transactions & Withdrawal Approval Transactions which were existing in the Deposit
Pending Position and Withdrawal Pending Position as on the Relevant Time.

Subsequent to Board of Directors approval for the allotment of bonus shares, Issuer to:

a) Allot and register the integer portion of the bonus issue, as provided in the
entitlement list, in the name of the Central Depository Company of Pakistan
Limited;
b) Dispose of the fractional entitlement of account holders and sub-account holders as per
entitlement list in accordance with the relevant laws; and

c) Distribute the proceeds of fractional entitlement in accordance with relevant Rules &
Regulations.
The Issuer shall forthwith notify the CDC as per Annexure CA-2 (for final Bonus) & CA-3
(Interim Bonus) once the bonus shares have been allotted and registered in the name of CDC.

Upon receipt of confirmation letter & other documents as per the requirement of the procedure of
“Input of paid-up capital / total issue in CDS”, the CDC shall credit the integer bonus entitlement
to the respective Accounts and Sub Accounts immediately after the end of Business Day on
which such confirmation letter has been received.

October 09, 2017 External Page 4 of 14


PROCEDURE FOR CORPORATE ACTIONS

Part “B”:

Process for remaining 5% of the proposed bonus shares:

At the time of Upload:

Issuer to provide Letter for Authorization to Upload Data as “Annexure CA-4” (shall be signed
by authorized signatories.)

At the time of Credit of Bonus 5%:

1. Allotment of Confirmation Letter signed by authorized signatories along with undertaking as


referred as “Annexure CA-5 (I, II and III) & CA-6”.
OR
A Representation Letter in case where no shareholders are in the litigation as referred in
“Annexure CA-7”.

2. Credit of shares will be processed once all the requirements will be fulfilled

Note: 1) Notice of allotment will be construed as received on the date when all
requirements is fulfilled by the issuer.

2) Credit in suspended and blocked accounts will be allowed.

Cancellation of Bonus Shares in Central Depository System (CDS):

As per the CDC Regulations 12.4.8 for cancellation of Bonus issue following Procedure shall be
followed:
1. Issuer before the defined credit date of Bonus shares may send a request letter duly signed by
authorized signatory (ies) to CDC along with the certified copy of Board Resolution for
cancelation of Bonus entitlement to process cancellation into CDS.
2. A copy of intimation letter sent to PSX and SECP should also be provided prior to
cancellation of Bonus.

October 09, 2017 External Page 5 of 14


PROCEDURE FOR CORPORATE ACTIONS

Annexure CA-1
(ON COMPANY’S LETTER HEAD)

Date:
Head of Operations
Central Depository Company of Pakistan Limited
CDC House,
99-B, Block-B, S.M.C.H.C.
Main Shahrah-e-Faisal,
Karachi.

Dear Sir,

With reference to the provisions of Regulation Nos. 12.1.1, 12.2.1 and 12.4.1 of the CDC Regulations, we are pleased to inform
you as follows:

Name of Eligible Security:

CORPORATE ACTION

Regulation No. 12.2.1


Date on which Notice of Annual / Extra Ordinary General
Meeting/ARM (including Accounts) will be sent to the share holders.

Date of Annual / Extra Ordinary General Meeting/ARM.

Regulation No. 12.1.1


Closure of Share Transfer Books.

Regulation No. 12.4.1


Entitlements, as recommended by the Board of Directors. Interim / Final Cash Dividend at Rs.
per shares i.e. %.

Issuance of Bonus in the proportion of


“ ” shares for every “ ” shares held
i.e. %. The credit of 95% i.e. %
may please be defined in the system. The
remaining 5% i.e. % may be dealt
with in due course as per rules to be made
under the law.

Date on which allotment of bonus securities is proposed to be made.

You are advised to provide us the registration details of account holders and sub-account holders in accordance with the
provisions of the Central Depositories Act, 1997 and the CDC Regulations.

Yours sincerely,

AUTHORIZED SIGNATORY (ies)

October 09, 2017 External Page 6 of 14


PROCEDURE FOR CORPORATE ACTIONS

For Final Bonus


(ON COMPANY’S LETTER HEAD)
Annexure CA-2
Date:

Head of Operations
Central Depository Company of Pakistan Limited
CDC House, 99-B, Block-B,
S.M.C.H.S. Main Shahrah-e-Faisal,
Karachi.
Dear Sir,
In compliance with the provisions of Regulation No.12.4.5 of the CDC Regulations, we are hereby writing to
confirm as follows:
The General Body in its General Meeting held on , has approved % Bonus
Shares, as recommended by the Board of Directors of the Company.
The above mentioned pay-out i.e. % Bonus Shares shall be distributed to the shareholders (including
Account Holders and Sub-Account Holders in the Central Depository System) whose names are appearing on the
Members’ Register of the Company as at close of business on .
We further confirm that the CDC has been allotted Bonus Shares % in the manner as follows:
CDC’s base nominee holding in the Members’ Register as at close of
business on , subject to valid adjustments of Deposit
Requests and/or Withdrawal Requests approved / rejected during the
book closure period: XXXXXXXXX

Gross CDC’s Bonus Entitlement @ %: XXXXXXXXX

Less: Fractional Entitlement to be distributed through Fractional


Warrants:
XXXXXXXXX
Net Bonus Entitlement allotted to CDC: For the Security
PK XXXXXXXXX
CDC Nominee Shareholding in the Members’ Register of the Company:
XXXXXXXXX
,

You are advised to credit the integer number of bonus shares to respective accounts of the Account Holders and
Sub-Account Holders in accordance with the Bonus Entitlement List submitted to us. The proceeds of the Fractional
Entitlement of the Account Holders and Sub-Account Holders as provided in the Bonus Entitlement List shall be
disbursed in due course in the manner prescribed under the provisions of the relevant corporate laws & regulations.

We also confirm that an amount of Rs. in respect of bonus shares credited in CDS
had been paid by us via Cheque # against Invoice #- and as of today, no payment
to CDC is pending at our end.
We will be pleased to provide you with any other information / clarification should you so require.

Yours sincerely,

(AUTHORIZED SIGNATORY)
Encl: Annual Audited Accounts

October 09, 2017 External Page 7 of 14


PROCEDURE FOR CORPORATE ACTIONS

For Interim bonus


(ON COMPANY’S LETTER HEAD)
Annexure CA-3
Head of Operations Date:
Central Depository Company of Pakistan Limited
CDC House, 99-B, Block-B,
S.M.C.H.S. Main Shahrah-e-Faisal,
Karachi.
Dear Sir,
In compliance with the provisions of Regulation No.12.4.5 of the CDC Regulations, we are hereby writing to
confirm as follows:

The Board of Directors of the company has approved Interim Bonus Shares %.

The above mentioned pay-out i.e. % Interim Bonus Shares shall be distributed to the shareholders
(including Account Holders and Sub-Account Holders in the Central Depository System) whose names are
appearing on the Members’ Register of the Company as at close of business on .

We further confirm that the CDC has been allotted Interim Bonus Shares % in the manner as follows:

CDC’s base nominee holding in the Members’ Register as at close of


business on , subject to valid adjustments of Deposit
Requests and/or Withdrawal Requests approved / rejected during the
book closure period: XXXXXXXXX

Gross CDC’s Bonus Entitlement @ %: XXXXXXXXX

Less: Fractional Entitlement to be distributed through Fractional


Warrants:
XXXXXXXXX
Net Bonus Entitlement allotted to CDC: For the Security
XXXXXXXXX
CDC Nominee Shareholding in the Members’ Register of the Company:
XXXXXXXXX
You are advised to credit the integer number of bonus shares to respective accounts of the Account Holders and
Sub-Account Holders in accordance with the Bonus Entitlement List submitted to us. The proceeds of the Fractional
Entitlement of the Account Holders and Sub-Account Holders as provided in the Bonus Entitlement List shall be
disbursed in due course in the manner prescribed under the provisions of the relevant corporate laws & regulations.

We also confirm that an amount of Rs. in respect of bonus shares credited in CDS
had been paid by us via Cheque # against Invoice #- and as of today, no payment
to CDC is pending at our end.

We will be pleased to provide you with any other information / clarification should you so require.

Yours sincerely,

(AUTHORIZED SIGNATORY)

Encl. Half yearly (reviewed) accounts required) for Interim Bonus.


For Issuance of Bonus Shares after 1st & 3rd Quarter, “Original Auditor’s Certificate” is required.

October 09, 2017 External Page 8 of 14


PROCEDURE FOR CORPORATE ACTIONS

<On Company Letterhead>

“Annexure CA-4”
Date:
Head of Operations & Customer Support Services
Central depository Company of Pakistan Limited
CDC House,
99-B, Block-B,
S.M.C.H.S. Main Shahrah-e-Faisal,
Karachi.

Sub: Authorization to Upload data.


Dear Sir,
Under section 12.4.5 of the CDC Regulation, you are requested to please enable us to upload the
data related to the change of 5% tax on the bonus shares which were withheld as per Finance Act,
2014, for the following security.

Name of security ISIN


<ABC Limited> <PK0000000000>
Please note the revised Paid-up Capital of our Company <no. of shares / certificates> after issuance
bonus shares.
Also please note for billing purposes, approximate shares / certificates are expected to
be credited into CDS.
We confirm that we will upload data on the following format (extracted from the original data):

001,01111,123,“PK0012301010”,11111
002,01111,123,“PK0012301010”,22222

Regards,

Authorized Signatory(ies)

October 09, 2017 External Page 9 of 14


PROCEDURE FOR CORPORATE ACTIONS

“Annexure CA-5(i)”

Bonus Confirmation Letter for ONLY Remaining 5% shares (Who have paid Tax)
<On Company Letterhead>
Date:
Head of Operations & Customer Support Services
Central depository Company of Pakistan Limited
CDC House,
99-B, Block-B,
S.M.C.H.S. Main Shahrah-e-Faisal,
Karachi.

Dear Sir,
CONFIRMATION LETTER

In continuation of our earlier bonus confirmation letter dated , we hereby confirm that the data of
remaining 5% shares for the credit of Book-entry Securities to those shareholders Accounts and/or Sub-Accounts
who have paid the tax equal to 5% of the value of bonus shares has been prepared by us in accordance with the
requirements of section 236M or 236N in the Income Tax Ordinance, 2001 through Finance Act, 2014 whereby tax
has been levied on bonus shares by listed companies, particularly considering the following requirements:

 Ensuring that credit is only allowed to those shareholder’s Accounts and/or Sub-Accounts who paid tax equal to
5% of the value of bonus shares; and

We hereby also confirm the allotment of [insert aggregate number of securities allotted in the name of CDC
in the Members’/Certificate Holders’ Register] securities of the [insert name of eligible security] in the name
of the Central Depository Company of Pakistan Limited in the Members’/Certificate Holders’ Register.
Please credit the Book-entry Securities to respective Accounts and / or Sub-Accounts in accordance with the List of
successful allottees after final upload, containing inter alia names, Account Holder/Participant IDs, Account Nos.
and the number of Book-entry Securities to be credited therein.

We also confirm that an amount of Rs. in respect of remaining 5% bonus shares


credited into CDS had been paid by us via Cheque # against Invoice #- and as of
today, no payment to CDC is pending at our end.
We shall be pleased to provide you with any other information / clarification should you so require.

Yours Sincerely,

[Authorized Signatory]

October 09, 2017 External Page 10 of 14


PROCEDURE FOR CORPORATE ACTIONS

“Annexure CA-5(ii)”

Bonus Confirmation Letter for Remaining 5% shares (FBR Portion Only)


<On Company Letterhead>
Date:
Head of Operations & Customer Support Services
Central depository Company of Pakistan Limited
CDC House,
99-B, Block-B,
S.M.C.H.S. Main Shahrah-e-Faisal,
Karachi.

Dear Sir,

CONFIRMATION LETTER

In continuation of our earlier bonus confirmation letter dated , we hereby confirm that the data of
remaining 5% shares for the credit of Book-entry Securities to those shareholders Accounts and/or Sub-Accounts
who have NOT paid the tax equal to 5% of the value of bonus shares has been prepared by us in accordance with the
requirements of section 236M or 236N in the Income Tax Ordinance, 2001 through Finance Act, 2014 whereby tax
has been levied on bonus shares by listed companies, particularly considering the following requirements:

 Ensuring that the shares of those shareholders who have Not paid the tax amount equal to 5% of the value of
bonus shares shall be deposited into the account of FBR in CDS under Sub-Section 236(4) of the Income Tax
Ordinance, 2001 and

 Ensuring that the remaining shares shall remain in the separate account in CDS.

We hereby also confirm the allotment of [insert aggregate number of securities allotted in the name of CDC
in the Members’/Certificate Holders’ Register] securities of the [insert name of eligible security] (Security ID
PK ) in the name of the Central Depository Company of Pakistan Limited in the
Members’/Certificate Holders’ Register.

Please credit the Book-entry Securities to respective Accounts and / or Sub-Accounts in accordance with the List of
successful allottees after final upload, containing inter alia names, Account Holder/Participant IDs, Account Nos.
and the number of Book-entry Securities to be credited therein.
We also confirm that an amount of Rs. in respect of remaining 5% bonus shares
credited into CDS had been paid by us via Cheque # against Invoice #- and as of
today, no payment to CDC is pending at our end.
We shall be pleased to provide you with any other information / clarification should you so require.
Yours Sincerely,

[Authorized Signatory]

October 09, 2017 External Page 11 of 14


PROCEDURE FOR CORPORATE ACTIONS

“Annexure CA-5(iii)”

Bonus Confirmation Letter for Remaining 5% shares (Who have paid Tax & FBR Portion Only)
<On Company Letterhead>
Date:
Head of Operations & Customer Support Services
Central depository Company of Pakistan Limited
CDC House,
99-B, Block-B,
S.M.C.H.S. Main Shahrah-e-Faisal,
Karachi.

Dear Sir,
CONFIRMATION LETTER

In continuation of our earlier bonus confirmation letter dated , we hereby confirm that the data of
remaining 5% shares for the credit of Book-entry Securities to those shareholders Accounts and/or Sub-
Accounts who have paid the tax equal to 5% of the value of bonus shares and in FBR accounts which has been
prepared by us in accordance with the requirements of section 236M or 236N in the Income Tax Ordinance,
2001 through Finance Act, 2014 whereby tax has been levied on bonus shares by listed companies, particularly
considering the following requirements:

 Ensuring that the shares of those shareholders who have NOT paid the tax amount equal to 5% of the
value of bonus shares shall be deposited into the account of FBR in CDS under Sub-Section 236(4) of the
Income Tax Ordinance, 2001.

 Ensuring that credit is only allowed to those shareholder’s Accounts and/or Sub-Accounts who paid tax
equal to 5% of the value of bonus shares.

We hereby also confirm the allotment of [insert aggregate number of securities allotted in the name of
CDC in the Members’/Certificate Holders’ Register] securities of the [insert name of eligible security] in
the name of the Central Depository Company of Pakistan Limited in the Members’/Certificate Holders’
Register.
Please credit the Book-entry Securities to respective Accounts and / or Sub-Accounts in accordance with the
List of successful allottees after final upload, containing inter alia names, Account Holder/Participant IDs,
Account Nos. and the number of Book-entry Securities to be credited therein.
We also confirm that an amount of Rs. in respect of remaining 5% bonus
shares credited into CDS had been paid by us via Cheque # against Invoice #
and as of today, no payment to CDC is pending at our end.

We shall be pleased to provide you with any other information / clarification should you so require.
Yours Sincerely,

[Authorized Signatory]

October 09, 2017 External Page 12 of 14


PROCEDURE FOR CORPORATE ACTIONS

“Annexure CA-6”
(ON COMPANY’S LETTER HEAD)

Date:

Head of Operations & Customer Support Services


Central Depository Company of Pakistan Limited
Karachi

UNDERTAKING

Dear Sir,

This is to confirm that we have withheld bonus shares to the extent of 5% of those shareholder
who have filed an appeal and have been granted interim stay which to our knowledge is still
valid and the request for credit of the shares to the FBR account does not include shares of the
above referred shareholders.

We further undertake that we will keep CDC and its officer harmless against any claim due to
credit of any shares of the above referred shareholders into the account of FBR.
We shall be pleased to provide you with any other information/ clarification, should you so

require.

Yours sincerely

(Authorized Signatory (ies))

October 09, 2017 External Page 13 of 14


PROCEDURE FOR CORPORATE ACTIONS

“Annexure CA-7”
(ON COMPANY’S LETTER HEAD)

Date:

Head of Operations & Customer Support Services


Central Depository Company of Pakistan Limited
Karachi

Representation Letter

Dear Sir,

This is further to our letter ref. dated .

We hereby confirm that till to date none of our shareholder has filed any suit against Company in
any Court of Law against tax on bonus shares (imposed under section 236M or 236N of Income
Tax Ordinance 2001, inserted through Finance Act, 2014). Accordingly, we hereby requests
CDC to credit 5% bonus shares (of those share holder who have not paid the required amount of
tax to FBR) to the FBR Account no. titled .

We shall be pleased to provide you with any other information/ clarification, should you so

require.

Yours sincerely

Authorized Signatory (ies)

October 09, 2017 External Page 14 of 14


March 23, 2017 External Page 15 of
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PROCEDURES FOR ACTION AGAINST BROKER (PARTICIPANT) AND DISSEMINATION OF
INFORMATION

March 23, 2017 External Page 16 of


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