Summary: (a) Companies Act (XIX of 2017)---- ----Ss. 119, 122, 126 & 127---Central Depositories Act (XIX of 1997), Ss. 3, 5 & 11---Rectification of register of members---Central Depository System---Distinction between company’s register of members and central depository register---Scope of statutory bar under S.11 of the Central Depositories Act, 1997---Held, that the register of members maintained by a company under S.119 of the Companies Act, 2017 and the central depository register maintained by the Central Depository Company were distinct statutory records serving different legal functions---Section 11 of the Central Depositories Act, 1997 barred the Court from ordering rectification of the central depository register but did not prohibit rectification of the company’s own register of members---Overriding effect under S.3 of the Central Depositories Act, 1997 did not impliedly repeal or override the remedy under S.126 of the Companies Act, 2017, as both statutes could harmoniously coexist within their respective fields---Right to seek rectification of the company’s register under S.126 remained intact---Petition under S.126 of the Companies Act, 2017 was therefore maintainable notwithstanding the bar contained in S.11 of the Central Depositories Act, 1997. Cited Cases: • Packages Limited through its General Manager and others v. Muhammad Maqbool and others PLD 1991 SC 258 • Muhammad Mohsin Ghuman and others v. Government of Punjab through Home Secretary, Lahore and others 2013 SCMR 85 • Syed Mushahid Shah and others v. Federal Investigation Agency and others 2017 SCMR 1218 (b) Companies Act (XIX of 2017)---- ----S.126---Limitation Act (IX of 1908), Ss. 2(10), 3 & Art.120---Civil Procedure Code (V of 1908), S.9---Rectification of register of members---Whether proceedings under S.126 constituted a “suit”---Article 120 of Limitation Act, 1908---Applicability---Held, that proceedings under S.126 of the Companies Act, 2017 were initiated by application/petition and not by plaint---Although such proceedings involved determination of civil rights and were before the High Court in its original civil jurisdiction, neither the Companies Act, 2017 nor the Companies (Court) Rules, 1997 treated them as a suit---Expression “suit” under the Limitation Act, 1908 had a specific and limited meaning and was expressly distinguishable from an appeal and an application---Proceedings under S.126 could not be treated as a suit merely because they concerned property or civil rights---Article 120 of the Limitation Act, 1908 was therefore not applicable. Cited Cases: • Hussain Bakhsh v. Settlement Commissioner, Rawalpindi and others PLD 1970 SC 1 • Kishan Chand & Co. v. Nur Muhammad PLD 1949 Lahore 30 (c) Companies Act (XIX of 2017)---- ----S.126---Limitation Act (IX of 1908), Art.181---Rectification of register of members---Application for rectification---Residuary limitation---Applicability of Art.181---Held, that Article 181 of the Limitation Act, 1908 did not apply to petitions/applications under S.126 of the Companies Act, 2017---Preamble of the Limitation Act, 1908 referred to suits and appeals generally but only to “certain applications”, showing that the Act did not prescribe limitation for every conceivable application before Courts---Article 181 was historically confined to applications under the Code of Civil Procedure, 1908 and, by extension in limited contexts, to arbitration proceedings owing to the special provisions of the Arbitration Act, 1940---Proceedings for rectification of register under S.126 were not applications putting into motion the machinery of the Code of Civil Procedure, 1908 in the sense contemplated by Article 181---High Court’s reliance on Article 181 for dismissing petitions under S.126 as time-barred was not justified. Cited Cases: • Hansraj Gupta and others v. Dehra Dun-Mussoorie Electric Tramway Co. Ltd. AIR 1933 PC 63 • Baimanekbai v. Manekji Kavasji 1880 ILR 7 Bom 213 • Naeem Finance Ltd. and another v. Bashir Ahmad Rafiqui, Administrator, Muslim Insurance Company Ltd. and another PLD 1971 SC 8 • M. Imam-ud-Din Janjua v. The Thal Development Authority through the Chairman, T.D.A., Jauharabad PLD 1972 SC 123 • Brother Steel Mills Ltd. and others v. Mian Ilyas Miraj and 14 others PLD 1996 SC 543 (d) Limitation Act (IX of 1908)---- ----Art.181---Arbitration Act (X of 1940), Ss.37 & 41---Companies Act (XIX of 2017), S.126---Applicability of residuary Article 181 beyond Code of Civil Procedure---Distinction between arbitration proceedings and company rectification proceedings---Held, that the applicability of Article 181 to applications under the Arbitration Act, 1940 rested upon the special statutory scheme of Ss.37 and 41 of the Arbitration Act, which applied the Limitation Act and the Code of Civil Procedure to arbitration proceedings before Court---Such reasoning could not automatically be extended to proceedings under S.126 of the Companies Act, 2017---No inconsistency existed between Naeem Finance and Imam-ud-Din Janjua, as both operated in different statutory contexts---Article 181 was not to be applied to company register rectification proceedings merely because it had been applied to certain arbitration applications. Cited Cases: • Naeem Finance Ltd. and another v. Bashir Ahmad Rafiqui, Administrator, Muslim Insurance Company Ltd. and another PLD 1971 SC 8 • M. Imam-ud-Din Janjua v. The Thal Development Authority through the Chairman, T.D.A., Jauharabad PLD 1972 SC 123 • Mrs. Naila Naeem Younus and others v. Messrs Indus Services Limited through Chief Executive and others 2022 SCMR 1171 (e) Companies Act (XIX of 2017)---- ----S.126---Limitation Act (IX of 1908), S.29(2)---Companies (Court) Rules, 1997, Rr.5 & 7---General Clauses Act (X of 1897), S.6---Companies Act (XIX of 2017), S.509(4)---Proceedings under Companies Act---Petition and application---Special law---Whether Limitation Act applicable through S.29(2)---Held, that the Companies Act, 2017 was a special law and was self-contained in respect of limitation for several company proceedings, prescribing timelines in some provisions and omitting them in others---Under R.5 of the Companies (Court) Rules, 1997, all applications except interlocutory applications were to be made by petition---A petition under S.126 for rectification of register was therefore not an “application” within the meaning of S.29(2) of the Limitation Act, 1908---Since proceedings under S.126 were neither suit, appeal nor application within the meaning of S.29(2), the Limitation Act, 1908 could not be invoked to prescribe a limitation period where the Companies Act, 2017 itself had not done so. Cited Cases: • Government of Canada v. Aronson 1989 2 All ER 1025 • A v. B (Investigatory Powers Tribunal: Jurisdiction) 2009 UKSC 12 • Dr. Muhammad Amin v. President Zarai Taraqiati Bank Limited 2010 SCMR 1458 (f) Companies Act (XIX of 2017)---- ----Ss.126 & 127---Rectification of register---Fraudulent entries or omissions---No prescribed limitation period---Reason for legislative omission---Equitable and public-law character of register rectification---Held, that absence of a statutory limitation period for proceedings under S.126 was consistent with the equitable nature of the Court’s jurisdiction in register rectification matters---Section 126 was designed not merely to resolve private disputes but to preserve the accuracy and integrity of the company register, which determined legal ownership, governance rights and corporate control---Where fraudulent or unjustified entries were alleged, imposing a limitation period at the threshold could reward concealment and obstruct the Court’s power under S.126(4) to refer matters for adjudication of offences under S.127---Fraud may remain concealed for years and the wrongdoer could not be permitted to take advantage of such concealment---Rectification jurisdiction protected proprietary rights in shares and membership interests, and an inaccurate register could not be allowed to persist merely because an ordinary civil limitation period was invoked. Cited Case: • In Re Southern Counties Fresh Foods Ltd. 2008 EWHC 2810 (g) Companies Act (XIX of 2017)---- ----S.126---Rectification of register---Delay---Doctrine of laches---Equitable discretion of Court---No fixed limitation period---Effect of stale claims---Held, that although no statutory limitation period applied to proceedings under S.126, the Court was still bound to examine delay, neglect and stale claims through the equitable doctrine of laches---Court could consider the length of delay, reasons for delay, late discovery of facts, ongoing investigations, complexity of corporate transactions, regulatory hurdles, prejudice to opposite parties and conduct of the parties---Where respondent’s fraud, concealment, misrepresentation or obstruction prevented timely proceedings, the respondent could be estopped from relying upon delay---However, party seeking rectification had to approach the Court before rights of innocent third parties accrued, and must provide a satisfactory and credible explanation for any apparent delay---No fixed upper or lower time limit could be judicially created, as that would amount to legislation---Each case had to be assessed on its own facts, and in appropriate cases avoidable delay could disentitle a party from equitable relief. Cited Cases: • Archbold v. Scully 1861 9 HL 360 • THG Plc v. Zedra Trust Company (Jersey) Ltd. 2026 UKSC 6 • Shoreham Hills, LLC v. Sagaponack Dream House LLC 2020 NY Slip Op 50326 • Poiss v. Lambert Health Authority 1978 2 All ER 125 • Verrall v. Great Yarmouth Borough Council 1981 QB 202 • Lindsay Petroleum Co. v. Hurd LR 5 PC 239 (h) Companies Act (XIX of 2017)---- ----S.126---Rectification of register---Allegations of fraud---Summary dismissal on limitation---Remand---Held, that petitions under S.126 involving allegations of fraud raised complex and delicate questions of law and fact and ought not to have been dismissed summarily on the basis of Article 181 of the Limitation Act, 1908---In one matter, although the High Court had also examined merits, such findings were considerably influenced by its opinion on limitation and were recorded without affording parties full opportunity to present their best case---Matters required fresh adjudication after hearing all parties and permitting them to present their complete case. Disposition: Leave petitions, i.e. CPLA No.559 of 2025 and CPLA No.2624 of 2025, were converted into appeals and allowed along with Civil Appeal No.125 of 2025; impugned judgments of the Lahore High Court were set aside; matters were remitted to the High Court for fresh decision after affording each party fair opportunity of hearing; no order as to costs.

Summary: Challenging the order of appellate bench registry of SECP / Stay Matter (a) Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997): ----Ss. 33 & 34---Jurisdiction of SECP to adjudicate complaints regarding unauthorized transfer of shares---Scope of second appeal under S.34 of SECP Act---Appellant, a stockbroker, challenged orders of SECP's Appellate Bench upholding findings of unauthorized transfer of shares from a client’s sub-account---Maintainability---Jurisdictional objections regarding SECP’s authority to adjudicate the complaint had already been raised and dismissed in previous litigation culminating in Saddiq Moti v. Appellate Bench SECP (Civil Appeal No. 475/2006 in C.P No. 1388 of 2004) decided by the Supreme Court, and could not be relitigated---Scope of second appeal under S.34 of SECP Act was akin to that under S.100 of CPC, limited to issues of law or substantial procedural defects and did not permit reappraisal of concurrent factual findings of SECP and its Appellate Bench---Findings of fact regarding unauthorized share transfers, failure to produce valid authorization, and reliance on manually prepared ledgers by the Appellant did not suffer from legal infirmity warranting interference. (b) Central Depositories Act, 1997 (XIX of 1997): ----Ss. 4(1), 4(3), 24(1), 24(2) & 43---Unauthorized handling of book-entry securities---Requirement of express authorization for transactions in sub-account---Appellant claimed general authorization in account opening form permitted stockbroker to transfer securities without client’s express consent---Held, that under S.24(1) of the CD Act, brokers were prohibited from handling book-entry securities in a client’s sub-account without explicit authorization---General authorization in an account opening form was insufficient to authorize transactions in the sub-account of respondent No.3---Burden of proof to establish lawful authorization was on the broker, which the Appellant failed to discharge---Argument that respondent No.3 had not paid consideration for the securities was irrelevant, as title was already vested in his sub-account per CDC trading records. (c) Securities and Exchange Ordinance, 1969 (XVII of 1969) [Repealed]: ----S.16(a)---Prohibition on stockbrokers extending credit for securities transactions---Appellant’s defense that share transfers were made to settle outstanding debit balance contradicted S.16(a), which barred brokers from extending credit for securities purchases---Failure to produce material proving existence of debit balance and repeated rejection of similar arguments by SECP, Lahore High Court, and Supreme Court indicated lack of valid defense. (d) Stock Exchange Regulations---PSX Rule Book: ----Regulation 4.18.1(c)---Collateral accounts and settlement of outstanding payments---Appellant’s reliance on Honorary Capt. (Retd.) Noor Ahmed v. Aly Osman (2006 CLD 304) to argue that broad account-opening authorization permitted transactions was misplaced---That decision involved immediate disposal of securities for settling a debit balance, whereas Appellant allegedly waited six months before transferring shares---Further, SECP’s finding in Saddiq Moti v. Shahid Ghaffar (2001) that broad account-opening authorization was insufficient had attained finality following Supreme Court’s dismissal of C.P No. 1388 of 2004. ----Cited Cases: • Saddiq Moti v. Appellate Bench SECP (Civil Appeal No. 475/2006 in C.P No. 1388 of 2004) • Fayyaz Ahmed v. Muhammad Sarfraz Ghumman (2005 CLD 1229) • Honorary Capt. (Retd.) Noor Ahmed v. Aly Osman (2006 CLD 304) ----Disposition: Appeal dismissed with cost of Rs.100,000/- (Rs.50,000/- to SECP and Rs.50,000/- to respondent No.3) payable within thirty days---Findings of unauthorized transfers, lack of valid authorization, and non-production of material evidence reaffirmed---No legal or procedural defects warranting interference in second appeal.

Summary: Companies Act, 2017 (Sections 279–283) – Merger of companies – Statutory requirements fulfilled. A scheme of arrangement for the merger of two companies, Fauji Fertilizer Company Limited and Fauji Fertilizer Bin Qasim Limited, was sanctioned after compliance with statutory requirements, including convening requisite meetings, securing NOCs from creditors, and obtaining approval from the SECP and CCP. The court emphasized the importance of expeditious resolutions in commercial cases. (See: Dewan Salman Fiber v. Dhan Fibers Limited (PLD 2001 Lahore 230), International Complex Projects Limited v. SECP (2017 CLD 1468)) -------- 2. Corporate law – Role of the court in mergers – Deference to shareholder decisions. Courts should not interfere with the commercial wisdom of shareholders who approve a merger unless the scheme is shown to be unfair, unreasonable, or contrary to public or national interest. The resolution of the shareholders, representing 99.99% of the votes, was deemed conclusive. (See: Gadoon Textile Mills v. SECP (2015 CLD 2010), Presson Descon International v. Joint Registrar of Companies (2020 CLD 1128)) -------- 3. Securities and Exchange Commission of Pakistan (SECP) – Role in merger approvals. The SECP must ensure compliance with corporate governance standards and statutory obligations before granting approval for a merger. In this case, the SECP's observations about creditors’ NOCs were resolved as the petitioners submitted the required documents. (See: Roomi Foods v. Joint Registrar of Companies (2020 CLD 900)) -------- 4. Competition Commission of Pakistan (CCP) – Pre-merger applications and exemptions. The CCP confirmed that the merger was exempt from pre-merger application filing under the Competition (Merger Control) Regulations, 2016. This exemption streamlined the approval process. (See: Fauji Cement Company v. SECP (2022 CLD 604)) -------- 5. Time-bound resolution – Section 6(11) of the Companies Act, 2017. The Companies Act mandates that merger petitions must be resolved within 120 days. The court adhered to this timeline, delivering a decision within five weeks. This aligns with the constitutional mandate under Article 37(d) for expeditious justice. (See: Lt. General (R) Mahmud Ahmad Akhtar v. M/s Allied Developers (2022 CLD 718), Shaheen Merchant v. Federation of Pakistan (2021 PTD 2126)) -------- 6. Public interest and good governance – Promotion of mergers. The court underscored that mergers should enhance corporate governance, protect shareholder and creditor interests, and promote business efficiency. The merger was found to benefit stakeholders and was in line with principles of good governance. (See: MS Fazal Cloth Mills v. MS Fazal Weaving Mills (2021 CLD 182), Dilsons (Pvt.) Limited v. SECP (2021 CLD 1317)) -------- 7. Judicial review – Minimal interference in business decisions. The court reiterated its limited role in scrutinizing commercial decisions, focusing on statutory compliance rather than questioning the business acumen of shareholders. (See: Nadeem Power Generation v. SECP (2023 CLD 652)) -------- Outcome: The court sanctioned the merger scheme between Fauji Fertilizer Company Limited and Fauji Fertilizer Bin Qasim Limited, noting full compliance with statutory requirements and the unanimous approval of stakeholders. The merger is expected to benefit shareholders, creditors, and the companies’ operations. The petition was allowed, and the scheme was approved.

Summary: (a) Securities and Exchange Commission of Pakistan Act, 1997 — Ss. 33 & 34 — Central Depositories Act, 1997 — Ss. 4(1)–(3), 16, 24 — Illegal transfer of shares — Jurisdiction of SECP to adjudicate complaints — Finality of concurrent findings — Scope of second appeal under S.34 of SECP Act — Appellant challenged concurrent findings of the SECP and its Appellate Bench confirming unauthorized transfer of shares from respondent’s CDC sub-account by the appellant’s brokerage house — Objection to SECP's jurisdiction was previously raised by appellant in related litigation which culminated in dismissal of Civil Petition No. 1388 of 2004 by the Supreme Court — Held, question of jurisdiction already settled; Court cannot revisit concluded jurisdictional issues — In a second appeal under S.34 of the SECP Act, High Court’s role is limited to the grounds in S.100, C.P.C. — Appellant failed to show any misreading of law, failure to determine a material issue of law, or procedural defect — Factual determinations made by SECP and Appellate Bench were exhaustive and based on full opportunity to all parties — Such concurrent findings by specialized forums cannot be interfered with in absence of legal error. —Fayyaz Ahmed v. Muhammad Sarfraz Ghumman 2005 CLD 1229 ref. (b) Central Depositories Act, 1997 — S. 24(1) — Unauthorized handling of book-entry securities — Nature and proof of authorization — Burden of proof on broker — Scope — Appellant contended that a broad authorization via account opening form allowed transfer of respondent’s shares to settle debit balance — Held, under S.24(1) CD Act, broker must have specific and explicit authority to handle book-entry securities — Appellant failed to produce evidence of authorization for transactions after 14.06.2000 — General or broad wording in account opening form insufficient — Onus to prove legal authority to transfer shares was not discharged — Manually prepared ledgers relied on by appellant had no evidentiary value without corroboration — SECP findings correct in holding appellant liable. (c) Securities and Exchange Ordinance, 1969 — S.16(a) — Prohibition on extending credit — Continuing purchases despite unpaid prior trades — Illegality — Applicability — Appellant claimed that continued transactions in respondent’s account were to adjust growing debit balance — Held, S.16(a) prohibits broker from extending credit for security purchases — Claim that brokerage firm kept purchasing securities on respondent’s behalf for six months despite non-payment violates S.16(a) — SECP and Appellate Bench rightly held such practice illegal and without lawful authority. (d) Evidence — Qanun-e-Shahadat Order, 1984 — Burden of proof — CDC statements showing title in respondent’s name — Broker’s obligation to disprove ownership or prove authority — Scope — CDC statement as of 14.06.2000 reflected respondent No.3 as title-holder — Under Qanun-e-Shahadat Order, burden shifted to appellant to disprove ownership or prove lawful authority to transact — Appellant failed to produce any proof of notice, demand, or default by respondent No.3 — SECP’s application of burden of proof provisions upheld. (e) SECP jurisprudence — Distinction from prior precedent — No misapplication of Honorary Capt. (Retd.) Noor Ahmed case — Effect of finality in prior related litigation — Appellant relied on SECP decision in Noor Ahmed case to justify reliance on broad account form authorization — Held, that case was factually distinguishable and did not support appellant’s stance — Moreover, same appellant’s reliance on account form authorization was rejected earlier by SECP and upheld by Supreme Court — Principle of finality barred re-agitation — SECP’s conclusion consistent with settled regulatory approach. Disposition: Appeal dismissed with costs of Rs.100,000 (Rs.50,000 payable to SECP and Rs.50,000 to respondent No.3 within 30 days). Impugned orders of SECP dated 25.09.2009 and 22.05.2015 upheld.

Summary: Background:This case involves an intra-court appeal filed by Mst. Haleema and three others against an order passed by a single judge in chambers, which dismissed their writ petition under Article 199 of the Constitution of Islamic Republic of Pakistan, 1973. The original petition sought to overturn the decision of the Executive Director of the Securities and Exchange Commission of Pakistan (SECP), which appointed an inspector to investigate the affairs of M/s ISAKHEL ESTATE FARMS LTD. The appointment was contested by the appellants but upheld by the lower court, leading to the current appeal.-----Issues:The appeal primarily challenges the legal and factual bases of the single judge?s decision, arguing that the conditions necessitating an investigation under Section 265 of the Companies Ordinance, 1984, were not present, thereby rendering the appointment of the inspector improper.----Holding/Reasoning/Outcome:The court dismissed the appeal, finding it devoid of merit. It upheld the decision of the single judge and the Executive Director of the SECP, noting that:The appointment of the inspector was properly made under the powers conferred by Section 265 of the Companies Ordinance, 1984.The evidence and circumstances justified the investigation into the company's affairs due to potential misconduct identified in the board's decision-making processes and the company?s failure to comply with regulatory filings.The court also dismissed the appellants' concerns about reputational harm and inconvenience, emphasizing the legal necessity and appropriateness of the investigation.-----Citations/Precedents:Article 199 of the Constitution of Islamic Republic of Pakistan, 1973: Grants the High Courts jurisdiction to enforce the rights conferred by the Constitution, ensuring legality and correctness of administrative actions.Companies Ordinance, 1984, Sections 152, 265, and 290: Details the powers and procedures relating to corporate governance and regulatory oversight, including the appointment of inspectors to investigate company affairs.SECP Order under S.R.O. 154(1)/2015: Supports the regulatory framework for the appointment and functioning of inspectors.Statutory interpretation principles: Applied to affirm the disjunctive use of "or" in legislative texts, allowing for flexibility in administrative decision-making.

Summary: Facts:The petitioners challenged an order dated 30.08.2016 by the Securities & Exchange Commission of Pakistan (SECP), which appointed a Chartered Accountant as Inspector to investigate the affairs of M/S ISAKHEL ESTATE FARMS LTD. This order was passed under Section 265 of the Companies Ordinance, 1984, following a dispute between the shareholders and directors of the company.----Issues:Whether the order passed by SECP under Section 265 of the Companies Ordinance, 1984, was without lawful authority and of no legal effect.Whether the SECP could appoint an Inspector to investigate the affairs of the company under Section 265 without fulfilling specific pre-conditions.----Holding:The petition was dismissed. The court held that SECP rightly passed the impugned order under Section 265 of the Companies Ordinance, 1984, appointing a Chartered Accountant as Inspector for the investigation.----Rationale:The court found that:Section 265(b) of the Companies Ordinance, 1984, allows SECP to appoint an Inspector if there are circumstances suggesting potential fraud, mismanagement, or misconduct in the company's affairs, without needing to meet the pre-conditions of Section 265(a).The SECP only needs to satisfy itself prima facie, based on available material, that an investigation is warranted. It is not required to conduct a full-fledged inquiry or record formal evidence before appointing an Inspector.The court's earlier direction to SECP to treat the petition filed under Sections 152 and 290 of the Ordinance as an application and decide it in accordance with the law was interpreted to include action under Section 265 of the Ordinance.The petitioners failed to demonstrate any illegality, irregularity, or jurisdictional defect in the impugned order passed by SECP.----Order:The writ petition was dismissed for lacking merit, and the impugned order by SECP was upheld.

Summary: (a) Securities and Exchange Ordinance, 1969--- ----Ss. 6(1), 22---Stock Exchange Members (Inspection of Books and Record) Rules, 2001---Imposition of penalty for non-compliance---Liability of successor entity after acquisition and merger. The Securities and Exchange Commission of Pakistan conducted an inspection of the books and records of the appellant, KASB Securities Limited, revealing non-compliance, including the failure to segregate client assets, non-compliance with proprietary trading regulations, and improper imposition of late payment charges on clients. A penalty of Rs. 500,000/- was imposed under section 22 of the Securities and Exchange Ordinance, 1969, along with directions. Upon acquisition and merger, AKD Securities Limited, as the successor entity, contested the penalty on reputational grounds. However, the appellate bench rejected the contention, holding that the successor entity is responsible for liabilities under the law, including penalties imposed prior to the merger. (b) Company Law--- ----Liability of successor entity---Reputational risk cited as a defense---Merger and acquisition do not absolve pre-existing liabilities. The appellate bench clarified that a successor entity inheriting liabilities through acquisition or merger cannot absolve itself of penalties or obligations arising before the merger. The fact that the appeal and penalty order existed at the time of acquisition indicates that the successor entity was aware of the associated liabilities. Reputational risk was deemed insufficient to nullify the penalty, as the successor entity is legally obligated to comply with the directions and bear the consequences of past non-compliances. ----Disposition: Appeal dismissed. The penalty of Rs. 500,000/- and associated directions imposed by the SECP remain upheld. No order as to costs.

Summary: (a) Securities and Exchange Commission of Pakistan Act, 1997: ----S. 33---- Appeal against refusal of prior approval for appointment of Chief Executive—Maintainability of appeal—Refusal letter issued by the Director, Company Law Division, SECP, challenged by the Appellant before the Islamabad High Court, which held that the remedy of appeal under Sec. 33 of the SECP Act was available—Held, the matter was referred to the Licensing and Registration Division of SECP for decision on merits, with direction to issue a speaking order after granting an opportunity of hearing to all concerned parties—Appeal disposed of accordingly. (b) Associations with Charitable and Not-for-Profit Objects Regulations, 2018: ----Reg. 7, Cl. (xvi)---- Requirement for prior approval of Chief Executive appointment—Director, SECP, denied approval and issued determination under Public Sector Companies (Corporate Governance) Rules, 2013, treating the Appellant as a "public sector company"—Appellant contended that this exceeded the scope of its application and sought referral of the matter back for re-examination—Matter referred to SECP's concerned department for reevaluation in light of the regulations. (c) Principles of natural justice: ----Right to be heard---- Impugned letter issued by SECP without providing the Appellant an opportunity of hearing—Held, such omission was contrary to principles of natural justice—Matter referred back to SECP's concerned division with instructions to decide the matter on merits after providing an opportunity of hearing to all relevant stakeholders. -----Disposition: Appeal referred to Licensing and Registration Division, SECP, for reevaluation and decision through a speaking order, ensuring compliance with the principles of natural justice. Appeal disposed of.

Summary: (a) Companies Act, 2017 (XIX of 2017): ----S. 132---- Obligation to convene Annual General Meeting (AGM) within 120 days—Delay in holding AGM—Imposition of penalty—Appellant failed to convene AGM for financial year ended June 30, 2018, despite multiple extensions granted by SECP—Appellant argued delay was caused by Oil and Gas Regulatory Authority (OGRA) not approving final revenue requirement (FRR) on time—Held, Section 132 of the Act overrides OGRA Ordinance, 2002, as the latter does not contain any provisions regarding AGMs—Delay in submitting FRR petition to OGRA reflected negligence on part of the Appellant—Penalty of PKR 150,000 upheld. (b) Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997): ----S. 33---- Appeal against imposition of penalty—Failure to convene AGM—Appellant contended that OGRA Ordinance, 2002, being a special law, supersedes the Companies Act, 2017—Held, no conflict exists between OGRA Ordinance and Section 132 of the Companies Act, 2017—Appellant’s failure to comply with statutory obligation under the Act constituted negligence—Appeal dismissed. (c) OGRA Ordinance, 2002 (XVII of 2002): ----S. 6(2), S. 8(2)---- Special law versus general law—Determination of FRR by OGRA—Appellant argued that OGRA’s authority over financial matters delayed the AGM—Held, OGRA Ordinance does not govern AGMs, and delay in FRR approval due to late submission by the Appellant cannot justify non-compliance with Section 132 of the Companies Act, 2017—Principle of special law prevailing over general law inapplicable—Companies Act, 2017, enacted later, overrides in case of any inconsistency. (d) Companies Act, 2017 (XIX of 2017): ----Ss. 4 & 505(1)(d)---- Overriding effect and application to companies governed by special enactments—Act applies to companies governed by special laws unless provisions conflict with the special enactment—No inconsistency found between Section 132 of the Act and OGRA Ordinance, 2002—Companies Act, 2017 holds overriding effect per Section 4. -----Disposition: Appeal dismissed. Impugned Order imposing a penalty of PKR 150,000 upheld. No order as to costs.

Summary: (a) Insurance Ordinance, 2000: ----Sections 45, 46, and 158; Issuance of shares and compliance with approval conditions---Failure to meet conditions for share issuance---Appellant obtained approval for issuance of shares in cash but failed to comply with the condition, engaging in sequential debit and credit transactions without actual receipt of funds---Bench held that the appellant's actions violated the conditions of approval and did not meet the statutory requirements under the Ordinance---Contention that funds could be received in tranches was deemed irrelevant as the appellant failed to substantiate compliance with the condition of cash issuance. (b) Securities and Exchange Commission of Pakistan Act, 1997: ----Section 33; Appellate jurisdiction---Principle of double jeopardy---Bench rejected the appellant's argument that the impugned order constituted double jeopardy, noting that the earlier penalty related to non-compliance with minimum paid-up capital requirements, while the impugned order addressed violations of separate provisions of the Ordinance---Mere overlap of facts in the orders does not preclude enforcement of relevant legal provisions for distinct contraventions. (c) Constitutional Law ----Article 10A; Right to fair trial---Principle of fair trial and due process---Bench held that the appellant's claim of violation of Article 10A was unfounded, as a show-cause notice was issued to the appellant and its directors, fulfilling the procedural requirements for a fair trial under the Constitution. -----Disposition: Appeal dismissed; impugned order upheld, with no order as to costs.