1. This order is in appeal Nos. 18, 20,21,22 and 23 of 2009 filed under section 33 of the Securities and Exchange Commission of Pakistan Act, 1997 (SECP Act) against the order (Impugned Order) dated 17/04/09 passed by the Respondent.
2. The Appellants have preferred the appeal against the Impugned Order. We have heard the preliminary objection raised by the Appellants. The legal counsel of the Appellants pleaded that Executive Director (Enforcement) could not issue Impugned Order as he does not have the power under the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Ordinance, 2002 (Takeover Ordinance).
3. This Bench has examined notification in this regard i.e. S.R.O. 1002(1)/2008 dated 22/09/08 which delegated certain powers and functions of the Commission to Executive Director, Enforcement Department including powers under 25 and 26 of Takeover Ordinance. Section 27 of the Takeover Ordinance specifically provides that the powers and functions of the Commission under the said Ordinance can only be delegated to the Commissioner, appointed under section 5 of the SECP Act.
It states that "The Commission may, subject to such conditions and limitations as it may deems fit to impose, delegate all or any of its powers and functions under this Ordinance to a Commissioner appointed under section 5 of the Securities and Exchange Commission of Pakistan Act, 1997".
4. Therefore the powers under the Takeover Ordinance could not be delegated to an Executive Director. This Bench is of the view that the Respondent No.1 as Executive Director did not have the powers to issue the Impugned Order.
5. In view of the above, we set aside the Impugned Order and remand the matter to the Department with the direction to initiate fresh proceedings in compliance with the law.