SECP issues Share Registrars & Ballotters Regulations

The minimum paid-up capital of Rs 3 million has been fixed by the Securities and Exchange Commission of Pakistan (SECP) for grant of licence to any public limited or private limited company for working as share registrar and ballotter.
Through an SRO 16(1)/2017, the SECP has issued Share Registrars and Ballotters Regulations, 2017 which would be applicable on Share Registrars and Balloters.
The SECP said that no person shall act or perform the functions of a share registrar and balloter unless such person is licensed as a share registrar and balloter by the Commission under these regulations. Provided that a person registered as a share registrar and balloter under the Balloters and Transfer Agents Rules, 2015, prior to coming into force of these regulations, shall be deemed to be licensed as a share registrar and balloter under the Act and these Regulations till the time its existing certificate of registration remains valid. The share registrar and balloter shall obtain licence under the Act and these Regulations upon expiry of its certificate of registrations granted under the Balloters and Transfer Agents Rules, 2015.
Provided further that existing share registrar and balloter shall comply with the requirements of these regulations within a period of one year from the date of coming into force of these regulations, the SECP said.
According to the eligibility criteria for licence, the SECP said that any person may apply to the Commission for grant of licence under these regulations, if such person fulfils the following conditions:
Firstly, it is a public limited or private limited company.
Secondly, it is authorised by its memorandum of association to act as a share registrar and balloter.
Thirdly, it has a minimum paid-up capital of three million rupees. Provided that the persons who are registered under the Balloters and Transfer Agents Rules, 2015 shall enhance, if required, their paid up capital to three million rupees by June 30, 2018.
Fourthly, its chief executive or any of its executive directors possesses membership of any recognised professional accounting body; the institute of corporate secretaries of Pakistan or holds bachelor degree preferably in law, business administration, public administration, commerce, economics, statistics, mathematics or information technology from a university or institute recognised by the Higher Education Commission of Pakistan (HEC) or a foreign degree recognised by HEC as equivalent to bachelor degree and (ii) has minimum three years'' experience at senior management level.
The Commission, while considering the application for grant of licence, may require the applicant to furnish such further information or clarification regarding its activities and businesses as it deems appropriate.
The applicant shall, if so required, by the Commission, appear before the Commission for personal representation through an officer duly authorised for this purpose in writing by the board of directors of the applicant, the SECP said.
The Commission, while considering the application made under regulation shall, beside the requirements mentioned under sub-section (2) of section 69 of the Act inter-alia, take into account the following matters:
One, the applicant meets requirements of the Act, these regulations and any general or particular directions earlier given by the Commission. Two, the applicant has the ability to efficiently handle its functions as a share registrar and balloter and honour its obligations in accordance with the Act and these regulations. Three, the applicant has the necessary infrastructure including but not limited to adequate office space, equipment, experienced and skilled manpower having the skill of conducting balloting; allotment of securities; maintaining members'' register; credit and dispatch of securities; distribution of dividends, notices and reports among the members; handling of investors'' complaints and record keeping but has not been decided by the Commission, the existing licence shall continue to be valid until the application for renewal of licence is decided by the Commission.
While considering renewal of licence of a share registrar and balloter, the Commission may, in addition to the conditions for grant of licence and the matter specified also take into account the past performance of the share registrar and balloter, the SECP said.
Functions of the share registrar and balloter: A share registrar and balloter shall be responsible for the laid down functions. A share registrar and balloter would collect applications for subscription of securities from the bankers to the issue and other intermediaries, if any, conduct scrutiny of the applications and prepare list of all applications that have been rejected in the scrutiny along with reasons of rejection.
A share registrar and balloter would conduct ballot, if required, and prepare separate lists of applications declared successful and unsuccessful in the ballot; prepare and maintain allotment register and keep proper record thereof and ensure that allotment is made in the manner as disclosed in the prospectus or any other offering document.
A share registrar and balloter would prepare and submit a report in respect of each public offering, in which it has acted as a share registrar and balloter, to the Commission within 30 days of the closure of the issue and such report, the SECP added.