1. KTBA/SECP Workshop on Corporate Laws. SPEAKER RAHAT AZIZ ON Compliance of Listing Regulation & Procedure for Members Voluntary Winding Up

2. COMPLIANCE Compliance means conforming to a rule, such as a specification, policy, standard or law.

3. REGULATORY COMPLIANCE Regulatory compliance describes the goal that corporations or public agencies aspire to in their efforts to ensure that personnel are aware of and take steps to comply with relevant laws and regulations.

4. My Topic is: Compliances of Listing Regulations. Which I have further divided into Pre/During Listing Regulation Compliance. Post/Ongoing Listing Regulations Compliance.

5. LISTED COMPANY means a company or a body corporate or other body which has been listed in accordance with the regulations and whose securities are listed and include a provisionally listed company under these regulations for trading in provisionally listed companies of the Exchange;

6. LISTED SECURITY shall include any share, scrip, debenture, participation term certificate, modaraba certificate, musharaka certificate, term finance certificate, bond, pre- organization certificate or such other instruments as the Federal Government may by notification in the Official Gazette specify for the purpose and which is accepted for listing on the Exchange in accordance with the Regulations. (Regulation 2)

7. PRE/DURING LISTING REGULATION COMPLIANCE FORMS: I.Application. II.Undertaking (To Abide By the Listing Regulation) III.Undertaking (To issue scrip-less/Physical Scrip Shares) IV.NOC from underwriters. (for publication of prospectus)

8. PRE/DURING LISTING REGULATION COMPLIANCE LEGAL DOCUMENTS: Certificate of Incorporation. Conversion certificate; (If applied). Commencement of Business Certificate. BOD Resolution addressing listing decision. Consent, license, approval, NOC from the concerned regulatory authority. Copies of the Draft Prospectus. Certificate of registration of Modaraba Management Co. Authorization for floatation of Modaraba. Memorandum of Association & Articles of Association. Trust Deed, in case of debenture.

9. PRE/DURING LISTING REGULATION COMPLIANCE CERTIFICATES/REPORTS: Feasibility Report. Auditors Certificate (Amounts subscribed by Sponsors/Promoters/Directors /Associates/Friends/Relatives & Shares subscribed under private placement. Auditors Certificate (under section 53 read with clause 28 (i) of Section 2 of Part-I of the Second Schedule) EPS of last five years) Auditors Certificate (Break up value) Credit rating report if it is debenture/TFC.

10. PRE/DURING LISTING REGULATION COMPLIANCE CONSENTS: Underwriters. Bankers. Directors. Chief Executive Secretary. Ballotters. Experts – if any.

11. PRE/DURING LISTING REGULATION COMPLIANCE MATERIAL CONTRACTS: Certified copies of the agreement with Managing, Selling, Agents, Managing & Technical Directors. Certified copies of the agreement with vendors, underwriters & Brokers. Certified copies of the agreement with DFI & financial institution. Copies of the title deeds of land. Copies of Government license & NOC. Agreement with lead Manager & Book runners.

12. PRE/DURING LISTING REGULATION COMPLIANCE FEE: As per Regulation 32 Initial Listing Fee. Annual Listing Fee. Services Charges.

13. Book-Building is a process used by companies raising capital through Public Offerings. It is the practical mechanism for the quick and efficient management of public offerings. In general, it is an innovative method of marketing securities involving price determination and quantum of securities on the basis of the demand from the prospective shareholders.

14. SECP guidelines defines Book-Building as “a mechanism of price determination through which indication of interest for investment in the shares offered by an issuer/offeror is collected from Institutional Investors and HNWI and a book is built which gives a picture of demand for the shares at different price levels. The strike price is determined based on the price at which demand for the share at the end of book building period is sufficient to raise the minimum capital required”.

15. TOTAL PUBLIC ISSUE (i.e., net offer to the public) BOOK BUILDING METHOD FIXED PRICE METHOD not more than 75% of the total offer shall be allocated to institutional investors and HNWI not less than 25% of the total offer shall be allocated to the general public

16. A public limited company or a body corporate which intends to issue shares to the general public under Section 57 of the Companies Ordinance, 1984 and makes an application to a stock exchange for listing of its shares or an Offeror who intends to offer shares under Section 62 of the Companies Ordinance, 1984 and makes an application to a stock exchange for listing of such shares, where applicable, and is in compliance with Listing Regulations of the stock exchange, is eligible to issue/offer its shares through Book Building process subject to the following conditions  not more than 75% of the total offer shall be allocated for offer through book building process to institutional investors and HNWI; and  not less than 25% of the total offer shall be allocated for offer to the general public.

17. Features Fixed Price Process Book-Building Process Pricing Price at which the securities are offered is known in advance to the investors. Price at which the securities are offered is not known in advance to the investors. Investors decide the price through tender method. Demand Demand for the securities is not known until the close of the issue. Demand for the securities offered can be known every day as the book is built. Payment 100% advance payment is required to be made by the investors at the time of application. Margin for bidding placed by : HNWIs ---------- Up to 100% of application money money Institutions ------ not less than 25% of application money application money Successful bidders shall deposit the balance amount within seven working days of the close of bidding period.

18. POST/ONGOING LISTING REGULATIONS COMPLIANCE. Law Reference: Reg. 14 (1) Particulars: Closure of Share Transfer Book With Whom: Stock Exchanges Time Frame: 21 days prior to closure

19. POST/ONGOING LISTING REGULATIONS COMPLIANCE. Law Reference: Reg. 16 (1) Particulars: Intimation of Dividend/Bonus With Whom: Stock Exchanges Time Frame: Immediately after decision of BOD

20. POST/ONGOING LISTING REGULATIONS COMPLIANCE. Law Reference: Reg. 16 (5) Particulars: Intimation of Dividend/other entitlements With Whom: Stock Exchanges Time Frame: 14 days prior to book closure

21. POST/ONGOING LISTING REGULATIONS COMPLIANCE. Law Reference: Reg. 17 Particulars: Financial results for quarter ended, half yearly and annual accounts. With Whom: Stock Exchanges Time Frame: Normally the same day these are approved by BOD

22. POST/ONGOING LISTING REGULATIONS COMPLIANCE. Law Reference: Reg. 18 (1) Particulars: 300 copies of annual report and audited accounts. With Whom: Stock Exchanges Time Frame: 21 days before AGM

23. POST/ONGOING LISTING REGULATIONS COMPLIANCE. Law Reference: Reg. 18 (2) Particulars: Copies of all notices as well as resolutions of AGM and EGM. With Whom: Stock Exchanges Time Frame: Prior to their publication/despatch to shareholders

24. POST/ONGOING LISTING REGULATIONS COMPLIANCE. Law Reference: Reg. 18 (2) Particulars: Certified copies of all such resolutions With Whom: Stock Exchanges Time Frame: As soon as adopted and effective

25. POST/ONGOING LISTING REGULATIONS COMPLIANCE. Law Reference: Reg. 18 (3) Particulars: 300 copies of quarterly/half yearly accounts With Whom: Stock Exchanges Time Frame: As soon as printed/published

26. POST/ONGOING LISTING REGULATIONS COMPLIANCE. Law Reference: Reg. 19 (1) (iii) Particulars: Intimation that all dividend warrants posted With Whom: Stock Exchanges Time Frame: As soon as posted

27. POST/ONGOING LISTING REGULATIONS COMPLIANCE. Law Reference: Reg. 21 (1) Particulars: Copies of minutes of AGM and EGM With Whom: Stock Exchanges Time Frame: Within 60 days of meeting

28. POST/ONGOING LISTING REGULATIONS COMPLIANCE. Law Reference: Reg. 21 (2) Particulars: Complete list of shareholders as at 31 st December With Whom: Stock Exchanges Time Frame: 30 days of calendar year end

29. POST/ONGOING LISTING REGULATIONS COMPLIANCE. Law Reference: Reg. 22 Particulars: Intimation of change in Authorized Capital and Paidup Capital With Whom: Stock Exchanges Time Frame: Immediately on recommendation by BOD

30. POST/ONGOING LISTING REGULATIONS COMPLIANCE. Law Reference: Reg. 24 (1) (ii) Particulars: Intimation of mailing of Bonus Shares With Whom: Stock Exchanges Time Frame: Immediately after mailing

31. POST/ONGOING LISTING REGULATIONS COMPLIANCE. Law Reference: Reg. 26 Particulars: Prior clearance for any amendment proposed to be made in Memorandum and Articles With Whom: Stock Exchanges Time Frame: Before placed for approval to shareholders

32. POST/ONGOING LISTING REGULATIONS COMPLIANCE. Law Reference: Reg. 28 (1) Particulars: Prior approval of the date and time of holding Annual General Meeting With Whom: Stock Exchanges Time Frame: Before BOD meeting setting forth date of AGM

33. POST/ONGOING LISTING REGULATIONS COMPLIANCE. Law Reference: Reg. 29 Particulars: The date and time of Board meeting With Whom: Stock Exchanges Time Frame: In advance of holding BOD meeting i.e. atleast 7 days before meeting

34. POST/ONGOING LISTING REGULATIONS COMPLIANCE. Law Reference: Reg. 32 (3) Particulars: Annual listing fee With Whom: Stock Exchanges Time Frame: By September 30 annually in advance

35. WHEN THINGS ARE GOING WRONG Receiver & Manager InvestigationArrangement S.137 S.265 S.284 S.290 S.295 S.305 Complain to CourtManagement by Winding Up Administrator

36. MODES OF WINDING UP: The winding up of a company may be either- 1) By the Court; orBy Members 2) Voluntary; or 3) Subject to the supervision By Creditors of the Court.

37. PROCEDURE FOR VOLUNTARY WINDING UP The following steps are to be taken for Member’s voluntary winding up under the provisions of the Ordinance, and the Companies rules.

38. STEP 1 Where it is proposed to wind up a company voluntarily, its directors make a declaration of solvency on Form 107 prescribed under Rule 269 of the Rules duly supported by an auditors report and made a decision in their meeting that the proposal to this effect may be submitted to the shareholders. They, then, call a general meeting (Annual or Extra Ordinary) of the members (Section 362 of the Ordinance).

39. STEP 2 The company, on the recommendations of directors, decides that the company be wound up voluntarily and passes a Special Resolution, in general meeting (Annual or Extra Ordinary) appoints a liquidator and fixes his remuneration. On the appointment of liquidator, the Board of Directors ceases to exist. (Sections 358 and 364 of the Ordinance).

40. STEP 3 Notice of resolution shall be notified in official Gazette within 10 days and also published in the newspapers simultaneously. A copy of it is to be filed with registrar also. (Section 361 of the Ordinance).

41. STEP 4 Notice of appointment or change of liquidator is to be given to registrar by the company alongwith his consent within 10 days of the event. (Section 366 of the Ordinance).

42. STEP 5 Every liquidator shall, within fourteen days of his appointment, publish in the official Gazette, and deliver to the registrar for registration, a notice of his appointment under Section 389 of the Ordinance on Form 110 prescribed under Rule 271 of the Rules.

43. STEP 6 If liquidator feels that full claims of the creditors cannot be met, he must call a meeting of creditors and place before them a statement of assets and liabilities. (Section 368 of the Ordinance).

44. STEP 7 A return of convening the creditors meeting together with the notice of meeting etc. shall be filed by the liquidator with the registrar, within 10 days of the date of meeting. (Section 368 of the Ordinance).

45. STEP 8 As soon as affairs of the company are fully wound up, the liquidator shall make a report and account of winding up, call a final meeting of members, notice o convening of final meeting on Form 111 prescribed under Rule 279 of the Rules before which the report/accounts shall be placed. (Section 370 of the Ordinance).

46. STEP 9 A notice of such meeting shall be published in the Gazette and newspapers atleast 10 days before the date of meeting. (Section 370 of the Ordinance).

47. STEP 10 Within a week after the meeting, the liquidator shall send to the registrar a copy of the report and accounts on Form 112 prescribed under Rule 279 of the Rules. (Section 370 of the Ordinance).

48. THANK YOU Q&A