This order will dispose of the proceedings initiated under Section 246(2) of the Companies Ordinance, 1984 ("Ordinance") by the Securities and Exchange Commission of Pakistan ("Commission") through Show Cause Notice No. S.M(13.0)C.0.156(83)93 dated 11/01/2012 ("Notice") issued to 1-lusein Sugar Mills Limited ("Respondent").
2. The facts of the matter leading up to aforesaid Notice arc that it was observed from the record of this office that the Respondent is a public listed company. Thus, pursuant to this office Notifications No S.R.0 763(1)/85 dated 7/8/1985 & S.R.0 1014(1)/86 dated 12/11/1986 issued in exercise of the powers conferred by sub-section (1) of Section 246 of the Ordinance, Circular No. 4 of 1992 and Circular No. 6 of 2001, the Respondent was required to file annual return in Form-A of the Third Schedule specified in Section 156 of the Ordinance, 1984 and the prescribed additional information regarding pattern of shareholding and soft copy of list of members (Annual Return) with Head Office of the Commission within the stipulated time limit. However, the Respondent failed to file the said Annual Return for the Annual General Meeting held in the year 2011.
3. The aforesaid Notification No. S.R.() 763(1)85 stipulates the time period within which the said Annual Return is required to be submitted as under:- "within forty-five days from the date of the annual general meeting held in the year or, when no such meeting is held or if held is not concluded, from [he last day of the calendar year to which it 0-elates".
4. It is worth mentioning that the Commission through Notices dated 07/09/2009 and 21/09/2010 provided am opportunity to all listed companies to file their over due Annual Returns with Bead Office of the Commission by 31/10/2009 and 31/10/2010 respectively and to ensure timely compliance in future. The said notices were sent to all listed companies and were also disseminated through Stock Exchanges and print media.
5. On scrutiny of record it was noticed that the Respondent failed to file the Annual Return, for the Annual Genera] Meeting held in the year 2011. The Company Secretary of the Respondent was, therefore, asked vide letter dated 07/10/2011 to Me the said Annual Return alongwith reasons for non-filing of the same within the stipulated time limit.
6. In response to aforemnentioned Ietter, the Respondent tiled the said Annual Return with this Commission on 18/10/2011 with a delay of 217 days, in contravention of aforementioned 'Notifications/directive issued by the Commission. The said defaults attract penal provisions of Section 246(2) of the Ordinance, which provides as under: "In the event of a default in complying with the order of the Commission /slued under s-uh-.section (1), the company, and officer of the company who knowingly and wigildly' authorizes or permits the default, shall be liable to ti line which may extend to one thousand rupees for every day during which the &faith. continues.
7. The Commission accordingly took cognizance of the aforesaid default and issued Notice. calling upon the Respondent to explain through written reply alongwith documentary evidence, if any as to why action may not be taken against it pursuant to Section 246(2) of the Ordinance, for aforesaid contraventions of the abovementioned Notification,
8. In order to provide an opportunity of being heard in person, hearing in the matter was fixed for 24/01/2012 at the Commission's Head Office, Islamabad, On the given date Mr. Khalid Javed, Assistant Company Secretary and Mr. Klialid Mahmood, Deputy Chief Accountant of the Respondent ("Authorized Representatives") appeared before me and made the followings submissions on behalf of the Respondent:- a) The Annual Return was filed with Company Registration Office. Lahore, within due date, however due to misunderstanding and omission the return could not be filed with fieled Office of the Commission. b) The' delay in filing of Annual Reutrn was not wiilful and is regretted. c) The Representaiives requested to condone the default and assured that the return will he filed within the stipulated time limit, in the future.
9. I have considered the submissions made by the Authorized Representatives on behalf of the Respondent during the course of persona] hearing. The Respondent has admitted the default of late filing of the Annual Return with the contention that said default was not committed willfully and knowingly. The Respondent has assured for timely filing of the Annual Return in future and requested to condone the default in question.
I0. In order to arrive at conclusion, I have also reviewed the available record which reveals that the Respondent has filed the under reference annual Returns with Company Registration Office, Lahore. within the period stipulated in Section I 56 of the Ordinance. Considering the arguments advanced on behalf of the Respondent. I intend to agree with the contention of the Respondent and of the view that the late Filing of the under reference Annual Return may not be willfully Therefore, a lenient view of the matter has been taken and the Respondent is hereby strictly warned to ensure timely compliance of aforesaid Notifications/directives issued by the Commission in future.
11. This order is issued without prejudice to any ()they action that the Commission,/Registrar may initiate against the Respondent -in accordance with We law on matter subsequently investigated or brought to the Notice commission