BMC df.pdf

7/27/2019 BMC df.pdf

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(ON NON-JUDICIAL STAMP PAPER OF RS. 100)

____________, 20_____

The Managing DirectorKarachi Stock Exchange Limited

Stock Exchange BuildingStock Exchange RoadKARACHI.

Dear Sir,

LETTER OF HYPOTHECATION, LIEN ANDAUTHORITY FOR TRADING RIGHTS ENTITLEMENT CERTIFICATE

WHEREAS:

A) We, ________________________ Limited, a company incorporated under the lawsof Pakistan having our registered office at ______________________, Karachi areholding a Trading Rights Entitlement ("TRE") Certificate No. ________ (TRECertificate) of Karachi Stock Exchange Limited (KSE) and registered as a Brokerunder Brokers and Agents Registration Rules, 2001;

(B) We are sole and exclusive owner of the TRE Certificate issued pursuant to theStock Exchanges (Corporatization, Demutualization & Integration) Act, 2012(Demutualization Act) and TRE Certificate is free from all encumbrances andfreely transferable;

(C) The applicable Regulations of Karachi Stock Exchange require Brokers to maintaina Base Minimum Capital;

(D) The applicable Regulations of Karachi Stock Exchange empower KSE to apply theBase Minimum Capital for settlement of claims against us in accordance with theapplicable Regulations;

(E) In partial compliance of the Base Minimum Capital requirement we have agreed tocreate a charge by way of hypothecation on the terms set out hereinafter;

NOW THEREFORE,

We hereby charge by way of hypothecation and assign to KSE by way of security all itsrights, title and interest in and to the TRE Certificate and all its benefits and interestspresent and future therein, as part of Base Minimum Capital and as continuing security forthe payment of claims in accordance with the applicable Regulations.

We further agree and undertake:

1. That upon declaration of default under the applicable Regulations:

(a) KSE shall be entitled and we unconditionally and irrevocably authorize KSEin its sole and absolute discretion at any time or from time to time to retain,

hold over, sell, transfer, surrender or otherwise dispose of TRE Certificateand all rights and privileges related thereto to any person and to receive,retain and appropriate the proceeds thereof and, if necessary, in KSEs


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discretion to apply the same towards adjustment of my/our liabilities pursuantto the applicable Regulations and for such purpose to complete, stamp,execute and deliver and transfer deeds, discharge receipt or otherdocument(s) on my/our behalf and to register TRE Certificate in favor of thepurchaser thereof or any other person nominated by KSE.

(b) KSE shall be further authorized to receive, retain and appropriate any

benefits, entitlements or assets in relation to or in lieu of the TRE Certificateand keep the same subject to this security and KSE shall be authorized toexercise all rights of sale, disposal and appropriation in respect of suchbenefits, entitlements or assets as given hereunder with regard to the TRECertificate.

(c) We further authorize KSE to further charge, sell, transfer and otherwiseabsolutely dispose of TRE Certificate either by public auction, privateagreement at such price or prices or such other consideration and in suchmanner as KSE may in its sole and absolute discretion think fit without anyreference to, or consent from me/us. We hereby agree to sign and/or endorse

the TRE Certificate and/or as the case may be to sign, seal, execute anddeliver to KSE any transfer deeds or other documents that may be necessaryor required by KSE for the foregoing purposes and/or for exercising KSEsrights, title and authority to the TRE Certificate for the purpose of exercisingand effecting the charge, sale, transfer or other disposition thereof and toreceive payment for the same. We authorize and empower KSE and allattorneys holding powers of attorney on KSEs behalf or otherwise authorizedto act on KSEs behalf to sign, seal, execute and deliver the TRE Certificateand any transfer deeds or other documents for the purpose of effecting anycharge, sale, transfer and disposal of the TRE Certificate in my/our name andon my/our behalf.

2. We further authorize KSE to reimburse itself out of the proceeds of any charge, sale,transfer and disposal of the TRE Certificate , for all costs, charges and expensesreasonably incurred by KSE in connection with charging, selling and transferring theTRE Certificate or for maintaining the value thereof or otherwise in connectionthere-with and we declare that KSE shall not be responsible for any loss arising outof any such charge, sale, transfer of the TRE Certificate or for any loss ordepreciation in value of the TRE Certificate or through any cause and/or anydeficiency whatsoever and however arising.

3. We further hereby expressly agree that KSEs rights against us shall not beprejudiced nor shall we be discharged from liability by any time or indulgence

allowed to us or by any variance in any regulations of KSE or by any release fromany liability or release of any security due to any act, omission or neglect on KSEspart or by operation of law or otherwise howsoever and any change in KSEsconstitution or in our constitution, composition, status or management shall not inany way affect or release us from our liabilities pursuant to the applicableRegulations and/or prejudice KSEs or other creditors rights against us and/or theTRE Certificate .

4. We further confirm that we are the sole and exclusive owner of the TRE Certificateand the TRE Certificate is free from any encumbrances, charges and securityinterests.

5. We further confirm that the security hereby created in KSEs favor is and shall be acontinuing security for all amounts from time to time due or becoming due from uspursuant to the applicable Regulations and shall be in addition to and without


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prejudice to any and all other securities, mortgages, guarantees which KSE holds orwhich may hereafter be provided by us or other persons.

6. We undertake to exercise our rights options, calls or warrants granted to us inrelation to any of the TRE Certificate, so as to ensure that we maintain the existenceand continuance to the fullest extent of the TRE Certificate and all benefits,entitlements or assets in relation to or in lieu of the TRE Certificate.

7. By way of security, we hereby irrevocably appoint KSE to be our attorney generallyfor and in my/our name and on my/our behalf to execute, seal and deliver andotherwise perfect and do all such deeds, assurances, agreements, instruments, actsand things which may be required for the full exercise of all or any of the rights,powers or remedies conferred hereby or which may be deemed proper in or inconnection with all or any of the purposes aforesaid. The power hereby conferredshall be a general power of attorney and we hereby ratify and confirm, and agree toratify and confirm, any deed, assurance, agreement, instrument, act or thing whichKSE may execute or do pursuant thereto.

8. We shall from time to time at the request of KSE execute one or more power ofattorneys in favour of KSE or any of their agents or any receiver appointed by KSE,in the form and substance specified by KSE.

9. We shall pay all taxes, including stamp duty, duties, fees or other charges, if any,payable on or in connection with the creation, realization, execution, issue, delivery,registration, notarization, administration, operation of or performance of this letter asamended from time to time and shall, if we shall fail to make any such payments,forthwith upon notice from KSE, reimburse KSE and KSEs assigns for any suchtaxes, duties or other charges paid by any of them thereon.

10. It is further expressly agreed that in the event of my/our failure to comply with any ofKSEs requests or demands or on my/our failure to pay to KSE on demand all or anypart of the monies then payable or owing by us under any regulations of KSE, wehereby authorize KSE to exercise all or any of the powers hereby conferred uponKSE. We further declare that KSE shall not be answerable or responsible for anyloss or damages arising thereby nor shall KSE be liable for any depreciation or fall invalue of the TRE Certificate whilst in KSEs possession under this letter nor shallKSE be under any liability whatsoever to make any payments of money or to do anyother act or things for the purpose of preventing the loss or depreciation in the valueof the TRE Certificate.

11. The rights, interest, powers, authorities and the security hereby vested in KSE are

unconditional and irrevocable and shall at all times be binding on us and on my/oursuccessors in interest, executors, administrators and permitted assigns.

12. We hereby also agree that any notice and writing required to be served shall besufficiently served if addressed to us at my/our address provided to KSE or in theevent of no such address being registered, at my/our last known place of residenceor business and left at such address or place or is forwarded to us by post at theaddress or place aforesaid. A notice sent by post shall be deemed to be given atthe time when in due course of post it would be delivered at the address to which itis sent.

13. These terms shall be governed by and construed in accordance with the laws ofPakistan and the courts at Karachi shall have the jurisdiction in respect of anydisputes in connection herewith.


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IN WITNESS WHEREOF, we have hereunto set my/our hand(s) on this _______ day of____________, 20______

For and on behalf of

(Name of TRE Certif icate Holder..)

Name: Signature:

Designation: Seal/Rubber Stamp:

WITNESSES:

1. Signature:

Name:

Address:

CNIC No:

2. Signature:

Name:

Address:

CNIC No:


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IRREVOCABLE GENERAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS:

(A) We, ______________________ Limited, a company incorporated under the laws ofPakistan having our registered office at __________________________, Karachiare holding a Trading Rights Entitlement Certificate No. ___________ TRECertificate of Karachi Stock Exchange Limited (KSE) and registered as a Brokerunder Brokers and Agents Registration Rules, 2001;

(B) We are sole and exclusive owner of theTRE Certificate issued pursuant to the Stock

Exchanges (Corporatization, Demutualization & Integration) Act, 2012(Demutualization Act) andTRE Certificate is free from all encumbrances and freelytransferable;

(C) The applicable Regulations of Karachi Stock Exchange require Brokers to maintaina Base Minimum Capital;

(D) The applicable Regulations of Karachi Stock Exchange empower KSE to apply theBase Minimum Capital for settlement of claims against us in accordance with theapplicable Regulations;

(E) In partial compliance of the Base Minimum Capital requirement I/we have created a

charge by way of hypothecation on the terms set out in a Letter of Hypothecationdated ________, 20___ and have agreed to appoint KSE as our attorney on theterms set out hereinafter;

NOW, THEREFORE, in consideration of KSE accepting TRE Certificate as partialcomplaince of the Base Minimum Capital requirement and as security for the due and timelypayment of all amount due from us in accordance with the applicable Regulations, we dohereby irrevocably and unconditionally nominate, constitute and appoint KSE as our trueand lawful attorney (hereinafter referred to as the At torney) for and in my/our name andon our behalf to do or cause to be done the following acts, deeds, matters and things:

1. to exercise any and all rights available to us under the TRE Certificate;

2. to execute and sign transfers, sale deeds, deeds of assignment or any otherinstrument or document which the Attorney may think necessary or appropriate fortransferring all our rights and interests in any of theTRE Certificate in favour of the

Attorney or its nominees or any third parties including third parties to whom theAttorney may wish to assign or otherwise transfer any of the TRE Certificate or therights and interests thereunder on such terms and conditions as the Attorney maydeem fit;

3. to demand, collect, recover and receive all sums due or payable and any benefits orprivilges under or pursuant to TRE Certificate and endorse and give good and

sufficient receipts, discharges, releases and indemnities for and in respect of anysuch payments or any claims which we may have under or pursuant to TRECertificate;


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4. to effect a compromise or release of any claim and to pay satisfy or compromise anydues, debts, advances, claims and disputes and to refer to arbitration and adjust andsettle and compromise all accounts, suits, claims and demands under or pursuant tothe TRE Certificate and for all and any of the purpose aforesaid to do and executesuch instruments or things as shall be thought necessary or expedient;

5. to sign all letters, deeds, claims, complaints, applications, vakalatnamas,

representations, receipts, references to arbitration, surrenders, deeds of compromiseand to execute any assignment to transfer and to make any endorsement and toswear any affidavit;

6. out of the moneys received by the Attorney to pay all costs charges and expenses,including but not limited, to any taxes, stamp duties, registration fees and chargesand lawyers fees incurred or to be incurred by the Attorney in the performance orexercise of the powers vested in it;

7. to appear before the Securities & Exchange Commission of Pakistan or otherappropriate registration or regulatory authorities and to present any documents, to

admit execution thereof, to pay fees and other charges, give and obtain receipts andto receive such documents;

8. to enter into contracts in respect of and transfer, on my/our behalf, any rights undertheTRE Certificate to any person on such terms and conditions as the Attorney shalldeem fit;

10. generally to do all such acts, deeds, matters and things as may be ancillary orincidental or as the Attorney shall think expedient for the purpose aforesaid as fullyand effectually in all respect as we could do ourselves.

AND we hereby agree and declare that:

1. the Attorney shall be entitled to act through any agent or nominee and to appoint anysubstitute or substitutes and to delegate all or any of the powers hereby conferredand to vary or revoke at pleasure any such appointment of substitutes;

2. the exercise of the power and authority conferred hereunder shall not be questionedby us or any person claiming through under or on trust for us and all acts and deedsdone or performed by the Attorney shall be binding on us and our succesors-in-interest. Any party to theTRE Certificate or any third party dealing with the Attorneyshall be fully entitled to rely on this Power of Attorney without any further inquiry inrespect of the authority of the Attorney to act on our behalf;

3. this Power of Attorney shall be binding on us and we hereby admit and acknowledgethat the interest of the Attorney in the subject matter hereof is coupled with theexercise of these powers and authorities and forms an integral part of the security forthe amounts payable in accordance with the applicable Regulations and weaccordingly confirm that this Power of Attorney shall be irrevocable except with theprior written consent of the Attroney;

4. We hereby ratify and confirm all acts done or caused to be done by the Attorney orits agents or nominees or any substitute appointed by the Attorney in the exercise orpurported exercise of the powers and authorities hereby conferred and thesepresents shall, at all times be conclusive and binding on us, our successors and

permitted assigns;


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IN WITNESS WHEREOF our Common Seal is affixed to this of Power Attorney in thepresence of and .. on this day of . pursuant to a Resolution passed by the Board of Directors at theirmeeting held on ..

For and on behalf of(Name of TRE Certificate Holder..)

Name: Signature:


WITNESSES:

1. Signature:

Name:

Address:

CNIC No:

2. Signature:

Name:

Address:

CNIC No:


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The Managing DirectorKarachi Stock Exchange LimitedStock Exchange BuildingStock Exchange Road

KARACHI.

Dear Sirs

LETTER OF PLEDGE, LIEN AND AUTHORITY FOR SECURITIES

(A) We, _________________________Limited, /Modaraba registered a company incorporatedunder the laws of Pakistan having our registered office at ___________________________,Karachi are holding a Trading Rights Entitlement (TRE) Certificate of Karachi StockExchange Limited (KSE) and registered as a broker under Brokers and Agents RegistrationRules, 2001;

(B) The applicable Regulations of KSE require Brokers to maintain a Base Minimum Capital;

(C) The applicable Regulations of KSE empower KSE to apply the Base Minimum Capital forsettlement of claims against us;

(D) In partial compliance of the Base Minimum Capital requirement we have agreed to pledge(Number of shares) ______________________ fully paid ordinary shares of KSE issuedpursuant to the Stock Exchanges (Corporatisation, Demutualization & Integration) Act, 2012(Demutualization Act) on the terms set out hereinafter and we are sole and exclusive ownerof such shares which are free from all encumbrances and freely transferable;

NOW THEREFORE,

We hereby confirm that we have already pledged and charged all the shares specified in Schedule1 hereto (the Pledged Shares) in favour of KSE in accordance with the Central Depositories Act,1997, as part of Base Minimum Capital and as continuing security for the payment of claims inaccordance with the applicable Regulations of KSE.

We further agree and undertake:

1. That upon declaration of default and /or cancellation/ forfeiture of TRE Certificate under theapplicable Regulations of KSE:

(a) KSE shall be entitled and we unconditionally and irrevocably authorize KSE in its sole

and absolute discretion at any time or from time to time to retain, hold over, sell,transfer, en-cash, surrender or otherwise dispose of all or any part of the PledgedShares to any person and to receive, retain and appropriate the proceeds thereof and,if necessary, in KSEs discretion to apply the same towards adjustment of our liabilitiespursuant to the applicable Regulations of KSE and for such purpose to complete,stamp, execute and deliver such other document(s) on our behalf as may be requiredand to transfer any such Pledged Shares in favor of the purchaser thereof or any otherperson nominated by KSE.

(b) KSE shall be further authorized to receive, retain and appropriate all profits/, dividends,bonuses, right shares and returns on the Pledged Shares and to obtain fresh scriptsand certificates for the same and keep the same subject to this pledge and KSE shall

be authorized to exercise all rights of sale, disposal and appropriation in respect of suchprofits, dividends, bonuses, right shares and returns as given hereunder with regard tothe Pledged Shares.


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(c) We further authorize KSE to en-cash, sell, transfer and otherwise absolutely dispose ofall or any part of the Pledged Shares either by public auction, private agreement or bysale over any stock exchange or other market mechanism at such price or prices orsuch other consideration and in such manner as KSE may in its sole and absolutediscretion think fit without any reference to, or consent from us subject to the applicableKSE Regulations. I/ We hereby agree to sign and/or endorse the Pledged Sharesand/or as the case may be to sign, seal, execute and deliver to KSE any other

documents that may be necessary or required by KSE for the foregoing purposesand/or for exercising KSEs rights, title and authority to such Pledged Shares for thepurpose of exercising and effecting the pledge, encashment, sale, transfer or otherdisposition thereof and to receive payment for the same. We authorize and empowerKSE and all attorneys holding powers of attorney on KSEs behalf or otherwiseauthorized to act on KSEs behalf to sign, seal, execute and deliver the Pledged Sharesand any documents for the purpose of effecting any pledge, encashment, sale, transferand disposal of Pledged Shares in my/our name and on my/our behalf.

2. We further authorize KSE to reimburse itself out of the proceeds of any pledge, encashment,sale, transfer and disposal of Pledged Shares, for all costs, charges and expensesreasonably incurred by KSE in connection with en-cashing, selling and transferring all or any

of the Pledged Shares or for maintaining the value thereof or otherwise in connection there-with and we declare that KSE shall not be responsible for any loss arising out of any suchencashment, sale, transfer of Pledged Shares or for any loss or depreciation in value ofPledged Shares or through any cause and/or any deficiency whatsoever and howeverarising.

3. We further hereby expressly agree that KSEs rights against us shall not be prejudiced norshall we be discharged from liability by any time or indulgence allowed to us or by anyvariance in any regulations of KSE or by any release from any liability or release of anysecurity due to any act, omission or neglect on KSEs part or by operation of law or otherwisehowsoever and any change in KSEs constitution or in my/our constitution, composition,status or management shall not in any way affect or release us from our liabilities pursuant to

the Regulations of KSE and/or prejudice KSEs rights against us and/or the Pledged Shares.

4. We further confirm that we am/are the sole and exclusive owners of the Pledged Shares andthe Pledged Shares are free from any encumbrances, charges and security interests.

5. We further confirm that the security hereby created in KSEs favor is and shall be acontinuing security for all amounts from time to time due or becoming due from me/us*pursuant to the applicable Regulations of KSE and shall be in addition to and withoutprejudice to any and all other securities, mortgages, guarantees which KSE holds or whichmay hereafter be provided by us or other persons.

6. We shall pay all taxes, including stamp duty, duties, fees or other charges, if any, payable on

or in connection with the creation, realization, execution, issue, delivery, registration,notarization, administration, operation of or performance of this Letter of Pledge as amendedfrom time to time and shall, if we shall fail to make any such payments, forthwith upon noticefrom KSE, reimburse KSE and KSEs assignee(s) for any such taxes, duties or other chargespaid by any of them thereon.

7. It is further expressly agreed that in the event of our failure to comply with any of KSEsrequests or demands or on my/our failure to pay to KSE on demand all or any part of themonies then payable or owing by us under any regulations of KSE, we hereby authorize KSEto exercise all or any of the powers hereby conferred upon KSE. We further declare that KSEshall not be answerable or responsible for any loss or damages arising thereby nor shall KSEbe liable for any depreciation or fall in value of the Pledged Shares whilst pledged in the

favour of KSE under this letter nor shall KSE be under any liability whatsoever to make anypayments of money or to do any other act or things for the purpose of preventing the loss ordepreciation in the value of the Pledged Shares.


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8. The rights, interest, powers, authorities and the security hereby vested in KSE areunconditional and irrevocable and shall at all times be binding on us and on our successorsin interest, executors, administrators and permitted assignee(s).

9. We hereby also agree that any notice and writing required to be served shall be sufficientlyserved if addressed to us at our address provided to KSE or in the event of no such addressbeing registered at our last known place or residence or business and left at such address or

place or is forwarded to us by post at the address or place aforesaid. A notice sent by postshall be deemed to be given at the time when in due course of post it would be delivered atthe address to which it is sent.

10. These terms shall be governed by and construed in accordance with the laws of Pakistanand the courts at Karachi shall have the jurisdiction in respect of any disputes in connectionherewith.

IN WITNESS WHEREOF, we have hereunto set our hand(s) on this ______ day of ___________,20_____

For and on behalf of

(--Name of TRE Cert ifi cate Holder---)

Name: Signature:


WITNESSES:

1. Signature: _

Name: _

Address:

CNIC No: _

2. Signature:

Name:

Address:

CNIC No:

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