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October 09, 2017 External Page 1 of 13
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.
1.1 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 13
Unit Transaction Report Version 1.2
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.
1.2 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
1.3 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 13
Unit Transaction Report Version 1.2
1.4 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 13
Unit Transaction Report Version 1.2
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 13
Unit Transaction Report Version 1.2
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 13
Unit Transaction Report Version 1.2
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 @ _______%:
Less: Fractional Entitlement to be distributed through Fractional Warrants:
XXXXXXXXX
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 13
Unit Transaction Report Version 1.2
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 @ _______%:
Less: Fractional Entitlement to be distributed through Fractional Warrants:
XXXXXXXXX
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 13
Unit Transaction Report Version 1.2
<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 13
Unit Transaction Report Version 1.2
“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 13
Unit Transaction Report Version 1.2
“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 13
Unit Transaction Report Version 1.2
“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 13
Unit Transaction Report Version 1.2
“Annexure CA-6”
(ON COMPANY’S LETTER HEAD)
Date: _____________
Head of Operations & Customer Support Services
Central Depository Company of Pakistan Limited
Karachi
U N D E R T A K I N G
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 13
Unit Transaction Report Version 1.2
“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)