Regulation 108 — Conditions for right issue

(1) Subject to requirements of section 83 of the Act, an unlisted
company issuing right shares shall comply with the following general conditions, namely.

(i) The board shall approve the decision to increase share capital;
(ii) Fractional shares, if any, shall not be offered and all fractions less than a share shall
be consolidated and disposed of by the company and the proceeds from such

In Foreign Currency,
if applicable
In
Pakistan
currency

S.
No
Donor
Name
Donor
Address
Transaction
Date
US$
etc
Equivalent
in Pak
Rupees
Rupees Bank &
Branch
Name where
funds are
received
Account
Number where
funds are
received

”

52 Substituted vide S.R.O. 601(I)/2025 dated 11th April, 2025. The substituted clause was read as under:
“(1) The Commission shall obtain prior security clearance in accordance with policy approved by the Government in respect
of foreign funding or donation or foreign promoters, foreign directors, or foreign chief executive officer of applicant seeki ng license
under these Regulations.
(2) The Company, subsequent to grant of license, shall obtain prior s ecurity clearance through an application made
to the Commission in case it intends to:
(i) Receive foreign funding or donation; or
(ii) Induct foreign member; or
(iii) Appoint foreign director or chief executive officer”

disposition shall be paid to such of the entitled shareholders as may have accepted
such offer;
(iii) the decision of board shall clearly state the following: -
(a) quantum of the issue both in terms of number of shares and percentage of
existing paid up capital;
(b) issue price;
(c) purpose of the issue;
(d) utilization of the proceeds of the issue;
(e) benefits and risks associated with the issue to the company and its
shareholders;
(f) justification for issue of shares at premium or at discount to face value (if
applicable);
(iv) where decision for the issue of bonus and right shares is made simultaneously, th e
resolution of the board shall specify whether such bonus shares qualify for right
entitlement or not;
(v) the letter of offer accompanied with circular as specified in Form-12 of these
regulations in terms of section 83 of the Act, shall be sent to all the members along-
with copy of the extract of the resolution of the board’s meeting approving the right
issue;
(vi) if the whole or any part of the shares offered by the issuer is declined or is not
subscribed, the directors may allot such shares in such manner as they may deem fit
within a period of thirty (30) days from the close of the offer or within such extended
time not exceeding thirty (30) days with the approval of the Commission;
(vii) if the board of directors fail, within extended time, to allot shares the unsubscribed
right issue will be extinguished;
(viii) subject to compliance with the requirement of section 82 of the Act, a company may
issue right shares at a discount to face value;

(2) Right issue once announced by the board of an unlisted company shall not be varied,
postponed, withdrawn or cancelled except that it will stand extinguished in case it is not completed
within the timeline and manner specified with in these regulations.