Please read the Terms & Conditions for Investor Accounts

CHAPTER 12A:      TERMS AND CONDITIONS FOR INVESTOR ACCOUNTS

12A.1                     Binding effect of the Terms and Conditions

Terms and Conditions for Investor Accounts set out in this Chapter shall govern the Investor Accounts and be binding on the Investor‑ Accountholders and, to the extent appli­cable, on the CDS Elements.

12A.2                     Definitions

12A.2.1                   In this Chapter, the following terms shall have the meaning assigned thereagainst:

12A.2.2                   Other capitalized terms used in this Chapter 12A and defined in the Act or in Regulation 2.11, as the case may be, shall have the same meaning as given to such terms in the Act or in Regulation 2.11, as the case may be.

12A.2.3                   Unless the context otherwise requires, the words importing the singular shall include the plural, and vice versa, and words importing the masculine gender shall include the feminine gen­der, and words importing persons shall include bodies corporate.

12A.3                     Opening of an Investor Account

12A.3.1                   The Investor‑Accountholder shall complete, sign and submit the Investor Account Opening Form to CDC for opening of the Investor Account. The Investor Account Opening Form shall be accompanied with such documents as are listed therein. CDC shall have the right not to accept, without assigning any  reasons whatsoever, any request for opening of the Investor Account.

12A.3.2                   Fees and other charges as are prescribed by CDC, and approved by the Commission, from time to time for opening of the Investor Account shall be paid to CDC together with the Investor Account Opening Form.

12A.3.3                   CDC shall have the right to close the Investor Account if the details, particulars and other information set out in the Investor Account Opening Form relating to such Investor Account are found to be incorrect. Provi­ded, however, that before clos­ing the Investor Account for the said reason, CDC shall give a reasonable opportunity to the Investor‑Accountholder to explain his position.

12A.4                     Delivery‑in

The Investor Account shall be credited with any Book‑entry Securities that are:

                                (a)           transferred from the Main Account of a Participant;

(aa)         deposited pursuant to Regulations 12A.4A to 12A.4C below;              

(b)           transferred from any other Account, including an Investor Account (where permissible under the Regulations);

(c)            received by CDC from an Issuer for the account of the Investor‑Accountholder.

12A.4A                   Deposit of Registered-Form Eligible Securities in CDS to be credited to Investor Accounts

12A.4A.1                 CDC may process any request made by an Investor-Accountholder for deposit in CDS, in accordance with the Procedures, any Registered-Form Eligible Securities the Registrable Transfer Documents in respect of which are held by such Investor-Accountholder.

12A.4A.2                 Notwithstanding anything contained in the Regulations, in processing any request for the deposit into CDS of any Registered-Form Eligible Securities under Regulation 12A.4A.1, CDC shall be authorised to sign as transferee all transfer deeds or other instruments of transfer pertaining to such Eligible Securities to be transferred in the name of the CDC for the purpose of deposit in CDS.

12A.4A.3                 The Investor-Accountholder shall be responsible to pay any stamp duty payable on the transfer of any Registered-Form Eligible Securities in the name of CDC for the purpose of deposit of such Securities in CDS.

12A.4B                   Duties of Investor-Accountholders in connection with deposit of Registered-Form Eligible Securities into CDS

12A.4B.1                 The Investor-Accountholder requesting deposit into CDS of any Registered-Form Eligible Securities shall:

(a)           Validly complete the Securities Deposit Form;

(b)           use separate Securities Deposit Form for each class of Eligible Securities to be processed for deposit into CDS;

(c)           submit within Designated Time to CDC the Securities Deposit Form in quadruplicate together with the Registrable Transfer Documents, provided that where a Book Closure Period has been publicised by any Issuer of any Eligible Securities pursuant to Regulation 12.1.1(a), CDC may refuse to accept any Securities Deposit Form in respect of such Securities submitted to CDC later then five Business Days before the Book Closure Date; and d

(d)           pay to CDC the fees and other charges prescribed by CDC from time to time in respect of deposit of Registered-Form Eligible Securities into CDS for Investor-Accountholders.

12A.4C                 Application of Chapter 8 in connection with deposit of Registered-Form Eligible Securities into CDS

12A.4C.1                Subject to Regulations 12A.4A and 12A.4B above, the provisions of Chapter 8 dealing with deposit of Registered-Form Eligible Securities in CDS shall mutatis mutandis apply to the deposit of Registered-Form Eligible Securities in CDS to the credit of Investor Accounts. For the said purpose, the terms “Depositing Account Holder”, “Depositor” and “Target Holding” appearing in Chapter 8 shall be deemed to have been substituted by the terms “CDC”, “Investor Accountholder” and “Investor Account” respectively.

12A.5                     Restriction on Delivery‑in and Reversal of Erroneous Transfers

12A.5.1                   Any Registered‑Form Eligible Securities which have not already been deposited in CDS, in accordance with the Regula­tions, will not be permitted to be Delivered‑in the Investor Accounts.     

12A.5.2                   Notwithstanding anything contained in the Terms and Conditions and the Regulations, in the case of erroneous or unauthorized transfer of Book‑entry Securities to:

(a)           an Investor Account, CDC shall reverse such transfer by transferring such Book‑entry Securities from the said Investor Account if instructed in writing by the Inves­tor‑Accountholder maintaining such Investor Account in CDC, or

(b)           any other account maintained with CDC under the Regulations, the CDC Element controlling such account shall forthwith reverse such transfer, through CDS, upon receiving CDC's request for this purpose.

12A.6                     Delivery‑out

12A.6.1                   The Investor Account shall be debited with any Book‑entry Secu­rities that are:

                                (a)           transferred to the Main Account of a Participant;

(b)           transferred to any other Account, including an Investor Account (where permissible under the Regulations).

12A.6.2                   For the purpose of Delivery‑out, the Investor‑Accountholder shall submit the  Transaction Order to CDC and pay the amount of CDC's charges as in force at that time or allow CDC to recover its charges from any amount the Investor-Accountholder has paid in advance to CDC. Incomplete or unsigned Transaction Orders or any Transaction Orders  covering any Book‑entry Securities which are in excess of the credit balance in the Investor Account will not be accepted or acted upon. CDC will, subject to aforesaid, transfer the Book‑entry Securi­ties specified in the Trans­action Order from the Investor Account in accordance with the instruc­tions contained in such Transaction Order.

12A.7                     Pledge of Book Entry Securities

12A.7.1                   The Investor‑Accountholder may pledge any or all Book‑entry Securities entered in his Investor Account in favour of an Eligible Pledgee by giving instructions to CDC on the Securities Pledge Form.

12A.7.2                   CDC will scrutinize the Securities Pledge Form received from the Investor‑Accountholder and shall verify that suffi­cient number of Book‑entry Securities are available in the Investor Account for crea­tion of the Pledge requested in such Securities Pledge Form. If suffi­cient number of Book‑entry Securities are avail­able in the Investor Account, CDC shall block, through CDS, the number of Book‑entry Securities ("Pledged Book‑entry Securi­ties") as are specified in the Securities Pledge Form.

12A.7.3                   Upon the  blocking of  the number of  Book‑entry  Securities speci­fied in the Securities Pledge Form, notice of such blocking shall be avail­able, through CDS, to the Eligible Pledgee named in the Securi­ties Pledge Form. The Pledge shall take effect upon such notification to the Eligible Pledgee. 

12A.7.4                   Upon creation of a Pledge, the Investor‑Accountholder shall cease to have the right to make Withdrawal or transfer or to otherwise handle the Pledged Book‑entry Securities.

12A.7.5                   Upon the creation of a Pledge, CDC shall deduct the number of the Pledged Book‑entry Securities from the available balance of Book‑entry Securities in the Inves­tor Account and shall enter such Pledged Book‑entry Securities in a special position within the Investor Account ("Pledge Position") in favour of the Eligible Pledgee, in accordance with the Operating Procedures.

12A.7.6                   No request for Pledge shall be entertained if there are insuffi­cient number of Book‑entry Securities in the avail­able balance of the Investor‑Accountholder in the Investor Account or if the amount of CDC's charges for creation of Pledge, if any, are not paid to CDC.

12A.7.7                   A Pledge shall be released and Pledged Book‑entry  Securities unblocked upon receipt by CDC, through CDS, of the Pledge Release  Instructions. Upon the unblocking of any Book‑entry Securities, as stated above, such Book‑entry Securities shall be moved back to the normal position of Book‑entry Securities in the Investor Account from the Pledge Position.

12A.7.8                   A Pledge call may be made by an Eligible Pledgee by deli­vering Pledge Call Instructions to the CDC, through CDS. Upon receipt of Pledge Call Instructions, the Pledged Book‑entry Securities covered by such Pledge Call Instructions shall be transferred, through CDS, from the Pledge Position to the Main Account of the Account Holder specified in the Pledge Call Instructions.

12A.8                     Withdrawal of Securities

The Investor‑Accountholder may request Withdrawal from CDC of any Book‑entry Securi­ties in his Investor Account by signing and submitt­ing to CDC a Securities Withdrawal Form, in quadruplicate, together with the amount of CDC's charges for Withdrawal as in force at that time. After verification of the available balance and scrutinizing the Securities Withdrawal Form submitted, CDC shall, subject to receipt of its charges, permit Withdrawal by forwarding two copies of the Securi­ties Withdrawal Form to the concerned Issuer, or its registrar, for issuance of defini­tive certificates in respect of the Book‑entry Securities with­drawn from CDS. The Issuer shall thereupon register, in the name of the Investor‑Accountholder, Registered Form securities corres­ponding to the number of Book‑entry Securities withdrawn by the Investor‑Accountholder from CDC and prepare definitive certifi­cates in respect of such securities. The Investor‑Accountholder will be entitled to receive such definitive certificates from the Issuer, or its Registrar, upon presenting to the Issuer or its Registrar, a copy of the Securi­ties Withdrawal Form endorsed by CDC as the Investor‑Accountholder's copy. CDC shall not be liable for failure or delay on the part of the Issuer and/or its registrar in issuing definitive certificates to the Investor‑Accountholder.

12A.9                     Corporate Actions

The provisions of Chapter 12 shall be muta­tis mutandis applicable in connection with all corporate actions affecting the Book‑entry Securi­ties in the Investor Account as if the Investor‑Accountholder was the "Holder" and the credit balance of the Book‑entry Secu­rities in the Investor Account was the "Holding" as des­cribed in Chapter 12.

12A.10                   Charges

The Investor‑Accountholder shall pay to CDC the charges from time to time notified by CDC, as approved by the Commission, for CDC's servi­ces under the Terms and Condi­tions. These charges may be revised by CDC from time to time with the prior approval of the Commission. CDC shall have a paramount lien on the Book‑entry Securities (other than any Pledged Book‑entry Securities) in the Investor Account for the recovery of such charges.

12A.11                   Regulations

The Regulations contained in the other Chapters shall mutatis mutandis apply to the Investor Account and shall, subject to the Terms and Conditions, govern the rights and obligations of CDC and the Inves­tor‑Accountholder, as if the Investor‑Accountholder was the holder of a sub‑account in CDC in terms of the Act. PROVIDED, however, if any such Regulations are inconsistent with or are other­wise irrelevant under the Terms and Conditions, such Regulations shall not be appli­cable.

12A.12                   No Liability of CDC

12A.12.1                 Neither CDC nor any of its directors, officers, employees or agents shall be liable for any loss or damage that may be suffered or sustained by the Investor-Accountholder in opening and maintaining the Investor Account, except in the case of negligence or wrongful acts.

12A.12.2                 Neither CDC nor its directors, officers, employees or agents shall be liable for any loss or damage that may be suffered or sustained by the Investor‑Accountholder due to any negli­gence, inaction, fraud or failure to fulfill any legal obligation by any CDS Element or any Investor‑Accountholder.

12A.12.3                 Neither CDC nor any of its directors, employees or agents shall, if acting in good faith and without having committed any negligent or wrongful act, be liable for any loss, destruction or misdelivery of any Book‑entry Securities, or for any action taken or omitted or purported to be taken or omitted, in good faith, by any of them under or in connec­tion with the Terms and Condi­tions, or if they are preven­ted or delayed by law or any circumstances beyond their control in performing CDC's obligations under the Terms and Conditions.

12A.12.4                 Neither CDC nor any of its officers, employees or agents shall, apart from any wrongful act, omission, negligence or fraud, be liable for any loss or damage that may be suffered, incurred or sustained by the Investor‑Accounthol­der as a result of any computer or machinery break‑down or malfunction, or as a result of the closure, malfunction, break‑down, repair, servicing, mechanical or other defect of the computer and allied equipment of CDC.

12A.12.5                 CDC may at any time suspend, add to or modify the CDS. CDC may also at any time, without any notice to the Investor‑Accountholder suspend the operation of the Investor Account and CDC's services under the Terms and Conditions if CDC deems it necessary to do so for reason of security, for mainte­nance work, for force majeure, for any other reason beyond the reasonable control of CDC, or for compliance with any law, rule, regulation or directive of any lawful authority. 

12A.12.6                 CDC shall be free of any and all liabilities for any loss of the Book‑entry Securities in the Investor Account due to any Governmental act, orders, decrees, regulations, politi­cal dis­putes, laws, tax, embargo, moratorium, exchange control restric­tions, expropriation, war, hostilities, civil disobedience, or any other cause beyond the control of CDC.

12A.13                   Investor‑Accountholder's Liability

12A.13.1                 The Investor-Accountholder represents and warrants to CDC that the registra­tion details and other information set out in the Investor Account Opening Form or in any other docu­ment, form, instruc­tion or communication submitted by the Investor‑Accountholder to CDC in terms of the Terms and Conditions shall be true and correct. The Investor‑Accountholder shall indemnify CDC for any losses, damages, costs or expenses that may be suffered, incurred or sustained by CDC as a result of any inaccuracy or mis‑statement contained in the Investor Account Open­ing Form or any other document, form, instruc­tion or communication, as referred to above, submitted by the Investor‑Accountholder to CDC.

12A.13.2                 The Investor‑Accountholder shall, during the subsistence of the Inves­tor Account, comply with all applicable laws, rules and regula­tions, including the Terms and Condi­tions, the Regula­tions and the rules and regulations of Stock Exchanges.

12A.13.3                 The Investor‑Accountholder shall keep all information pertain­ing to CDC's affairs which may come to his knowledge in strict confidence.

12A.13.4                 In case the Investor Account is a joint account, the liability of the joint Investor‑Accountholders of such Investor Account shall be joint and several.

12A.14                   Closing of Investor Account

12A.14.1                CDC may close the Investor Account at any time by giving twenty (20) Business Days' prior written notice to the Investor‑Accountholder. The Investor‑Accountholder may make representa­tion against such notice within ten (10) days of receipt of the notice. The Board's decision on such repre­sentation shall be final and binding.

12A.14.2                 Notwithstanding the foregoing, CDC shall have the right to close the Investor Account at any time if the Investor‑Accountholder commits a breach of any of the Terms and Condi­tions con­tained herein or if he violates any applicable laws, rules or regulations.

12A.14.3                The Investor‑Accountholder may at any time close his Investor Account by submitting an Account Closing Request Form to CDC. Upon receiving such a form, CDC shall close the Investor Account so soon as practicably possible, subject to the payment to CDC of CDC's charges for closing of Investor Accounts and of all other charges and amounts due from the Investor‑Accountholder to CDC and subject to the condition that no corporate action is pend­ing at that point of time in connection with any Book‑entry Securities in the Investor Account. Subject to aforesaid, CDC shall allow the Investor‑Account­holder, prior to the closure of the Investor Account, to with­draw or transfer all Book‑entry Securities entered in his Investor Account. An Inves­tor Account will not be allowed to be closed if any Book‑entry Securities entered therein are pledged and are placed in the Pledge Posi­tion.

12A.15                   Joint Accounts

12A.15.1                 If the Investor Account is in the name of two or more persons, the balance to the credit of such Investor Account shall belong to the Investor‑Accountholders or the surviv­ing Inves­tor‑Accountholder(s) as joint tenants.

12A.15.2                 A joint Investor Account shall be allowed by CDC to be operated strict­ly in accordance with the instructions as regards opera­tion of such Investor Account contained in the Investor Account Opening Form.

12A.15.3                 In the case of the death of a joint Investor‑Accountholder, the survi­vor or survivors, as the case may be, shall cons­titute the Investor‑Accountholder(s) hereunder and, subject to the law, may be allowed by CDC, at its discretion, to continue to main­tain and operate the Investor Account.

12A.15.4                 Whether or not the death of any or all of the Investor‑Accountholders shall have intervened, CDC may continue to act from time to time in reliance upon any signing autho­rity con­veyed to CDC until CDC shall have received notice in writing from or on behalf of any of them that such sign­ing authority has been terminated or revoked by operation of law or other­wise.

12A.15.5                CDC is authorised to treat all the joint Investor‑Accounthol­ders as being alive unless a death certificate issued by a competent public functionary, or evidence satisfactory to CDC, has been provided to CDC.

12A.15.6                 If prior to acting on instructions received from one signatory, where the joint Investor Account is operated with single signing authority, CDC received contradictory instructions from another signatory, CDC shall immediately there­after only act on the mandate of all the joint Investor‑Accountholders or their authorized signatories.

12A.16                   Miscellaneous

12A.16.1                 The Investor‑Accountholder irrevocably submits to the non‑exclusive jurisdic­tion of the Courts of Pakistan and consents to the service of process on him by post or in any other manner per­mitted by law.

12A.16.2                 CDC's failure or delay to exercise or enforce any of its rights against the Investor‑Accountholder shall not operate as waiver of such rights nor shall it prejudice or affect CDC's rights subsequently to act strictly in accordance with the Terms and Conditions.

12A.16.3                 All costs and expenses, including legal costs, on attorney client basis, incurred by CDC in connection with the enforcement of any of its rights under the Terms and Conditions or to resolve any dispute relating to the Book‑entry Securities Delivered‑in or Delivered‑out of the Investor Account shall be payable by the Investor-Accountholder to CDC on a full indemnity basis.

12A.16.4                 The illegality, invalidity or enforceability of any provisions contained in this Chapter shall not affect the legality, validity or enforceability of the other provi­sions of this Chapter.

12A.16.5               Any or all applications, requests or other documents to be submitted to CDC by the Investor‑Accountholder or by any other person under these Terms and Conditions shall be submitted only on a Business Day during the working hours of CDC notified by CDC for this purpose from time to time.

12A.17                   Notice

Except as otherwise provided in any provisions of this Chapter 12A, notices or other communications may be sent by CDC to the Investor‑Accountholder and by Investor‑Accountholder to CDC at their respective addresses by regis­tered mail, or by courier, by messenger, or by facsimile transmission followed by confirmation by a hard copy by regis­tered mail or by courier or by messenger. A notice shall be deemed to have been received seven days after the despatch, if sent by regis­tered post, two days after deli­very to the courier company, if sent by courier and on the same day if sent by messenger or by facsi­mile transmission. Notwithstanding the above, where the Investor Account is a joint Investor Account, a notice sent to the joint Investor‑Accountholder named first in the Investor Account Opening Form shall be a valid notice to all the joint Investor‑Accountholders.

12A.18                   Amendment to the Terms and Conditions

12A.18.1                 CDC shall have the right at any time to amend, modify or subs­titute the Terms and Conditions with the prior permission of the Commission. Any such amendment, modifi­cation or substitution shall be binding on the Investor‑Accountholders.

12A.18.2                 Notwithstanding anything to the contrary contained in this Chapter 12A, if the Commission makes any changes, or orders the making of any changes, in the Terms and Conditions, the Terms and Conditions, as amended by or in accordance with the order of the Commission, shall become applicable to the Investor Accounts, the Investor-Accountholders, the Issuers, the Eligible Pledgees and, to the extent applicable, to the CDS Elements from the date such amended Terms and Conditions come into operation.