CORPORATE LAW COURTS, SECP & REGISTRAR CHAPTER # 2
COMPANIES ORDINANCE OF 1984 It Covers following • What is a company? • How is it registered? • MOA & AOA. • Company Debts. • Debenture. • Accounts, etc.
Ch 2 TOPICS COVERED • Courts • Company Benches • Procedure of Court • Appeals against Court Orders • Securities & Exchange Commission of Pakistan • Registrar • Power of Registrar to call for information or explanation • Seizure of Documents by the Regitrar • Inspection of Books of Account by Registrar
HIERARCHY OF COURTS IN PAKISTAN • Supreme Court of Pakistan • Federal Shariat Court of Pakistan • High Court • District and Session Court • Special Tribunal and Courts • Civil Courts
JURISDICTION OF COURTS [SECTION-7] • Jurisdiction means the right, power, or authority to administer justice by hearing and determining controversies. • The High Court has the jurisdiction under Companies Ordinance 1984. • In some cases, Federal Government empowers Civil Courts to have jurisdiction by the Ordinance. • For the purposes of jurisdiction to wind up companies, the expression "registered office" means the place which has longest been the registered office of the company during the six months immediately preceding the presentation of the petition for winding up.
CONSTITUTION OF COMPANY BENCHES [SECTION 8] • Bench is Forum of Justice comprising of Judges. • There shall be one or more benches in each high court, each to be known as company bench. • To be constituted by the chief justice of high court. • To exercise the jurisdictions under the company ordinance 1984.
PROCEDURE OF THE COURT [SECTION-9] • All matters shall be disposed of and the judgment pronounced. • Made within 90 days from date of presentation of the petition or application to the court. • Hear cases from day to day except in extraordinary circumstances. • The hearing of matter shall not be adjourned except: • For sufficient cause to be recorded or • For more than 14 days at any one time or for more than 30 days in all.
APPEALS AGAINST COURT ORDES [SECTION-10] An appeal against the order of the High Court shall lie to the Supreme Court but ------- • Not every company. • Only companies with high paid up capital i.e. not less than one million rupees. • Where a company, ordered to be wound up has a paid up capital of less than One million rupees or no share capital, such appeal shall lie to the supreme court only if the supreme court grants leave to appeal.
POWER TO MAKE REFERENCE TO THE COURT [SECTION-13] • The Federal Govt or the Commissions may make reference to the court on the matters which are of special significance • Where a reference is made to the Court, the Court may make such order as it may deem just and equitable under the circumstances.
DEFINITION • Securities & Exchange Commission of Pakistan (SECP) is • the apex regulatory body in the country. • to regulate the corporate sector and the capital market. • to ensure transparency and efficiency in the functioning of its financial markets. • One of the main function of the SECP is to incorporate companies under the companies ordinance, 1984 (the ordinance).
CONSTITUTION/STRUCTURE • Based in Islamabad. • Minimum of 5 members & maximum of 7 members. • Member of Commission are called “ Commissioners”. • Head of Commission is called “Chairman” • Chairman is appointed by Federal Govt. from the these Commissioners. • Majority are appointed from Private Sector.
POWERS & FUNCTIONS [SECTION-12] • SECP shall exercise such powers and functions as are conferred on it by the companies ordinance 1984 or any other law • The Federal Government may, by notification in the official Gazette, direct that all or any of the powers and functions conferred on the Federal Government or any of the officer of the Federal Government under any law shall, subject to such limitations, restrictions or conditions, if any, as it may from time to time impose, be exercised or performed by the Commission. • The details of powers and functions of SECP has been provided in the below mentioned link. • http://www.secp.gov.pk/notification/pdf/2009/Delegation_powers.pdf
REGISTRAR • A registrar, an additional registrar, a joint registrar, a deputy registrar or an assistant registrar. • Performing duty of registration. • Under company Ordinance 1984.
POWER OF REGISTRAR TO CALL FOR INFORMATION OR EXPLANATION [SECTION- 261] • When information can be called? • When the registrar is of opinion that any information, explanation or document is necessary with respect to any matter. • From whom information can be called? • From the company. • Any of it’s past & present directors. • Officers or auditors.
SECTION-261 • Manner & time for submission of information • Maybe called through a written order. • Requiring to submit the information or explanation in writing within the period specified in the order. • The period specified should not be less than 14 days. • Persons from whom information is called shall be duty bound to provide information. • Persons from whom information cannot be called • Directors, officers and auditors who ceased to hold office more than 6 years before date of order shall not be compelled to furnish information.
SECTION-261 • When no information is submitted or if it is inadequate the registrar • May call for such books and papers as he considers necessary. • The company and persons from whom such books and papers are called are duty bound to produce the books and papers etc. • Right to get Extracts • Obtain extracts from the books and papers and documents produced by him. • Fairness of Information • If books/papers do not disclose a full and fair view of the matter or discloses an unsatisfactory state of affairs. • The register shall report in writing, the circumstances of the case to the SECP.
SEIZURE OF DOCUMENTS BY THE REGISTRAR [Section-262] • If the registrar believes that books or papers relating to any company/office may be destroyed, altered, falsified the registrar shall seize such books and papers. • Seizure only after obtaing permission from the magistrtate. • Auhtorise any officer subordinate to him. Not inferior in rank to an assistant registrar. • Seized books etc shall be returned not later that 30th day. • Period of retenetion maybe extended by SECP
INSPECTION OF BOOKS OF ACCOUNT BY REGISTRAR, ETC [SECTION 231] • Registrar has the right to inspect the books and papers of every company • Director or other employee of the company • Shall make such books of account, statement information etc available as required by the Registrar. • Provide all information and a reasonable assistance as required by the Registrar.