This Order shall dispose of the proceedings initiated against M/S. Asset Investment Bank Limited (hereinafter referred to as the "Bank") and its directors for default made in complying with the provisions of Sub- section (I) of Section 158 of the Companies Ordinance, 1984 (the "Ordinance"), 2, The facts underlying this case, briefly stated are that the Bank was required to hold its annual general meeting (AGM) for the calendar year 200 I on or before December 31, 2001, The Bank applied for extension of ninety days in holding of annual general meeting which was rejected by the Commission since a petition under the Companies Ordinance, 1984 filed by the Commission for the winding up of the Bank was pending in the Court. . The Bank failed to hold annual general meeting, therefore, a show cause notice of even number dated February 12, 2002 was issued to the Bank, its Chief Executive and directors calling upon them to show cause in writing as to why penalty as provided under Sub-section (4) of Section 158 of the Ordinance may not be imposed upon them for the aforesaid contravention.
3. In reply to the show cause notice, the chief executive submitted that the Bank applied for extension in holding of AGM for the year ended June 30, 200 I, which was rejected since the Commission had already filed winding up petition under the Ordinance against the Company.
Consequently, the Bank filed an application with the Court for grant of such extension. It was requested that while the matter was pending in the Court, therefore, any action in this regard may pre-empt the Court proceedings. Mr. Shamim Ahmed Junejo and Rana M. Abu Obaida both directors of the Company replied on February 25, 2002 that they have resigned from the Board in July 2001 and September 2001 respectively. In order to give opportunity of personal hearings, the case was fixed for hearing on May 05, 2002 and then on July 21, 2003. On the last date of hearing, Mr. Suhail Ahmed Noor, Company Secretary appeared and pleaded the case.
4. Mr. Suhail reiterated almost repeated the same arguments as were already submitted by the Bank. He further stated that the company has already held AGM on August 17, 2002 after seeking direction from the Commission under Section 170 of the Companies Ordinance, 1984. In view of the above circumstances, he requested that the default may be condoned. He also intimated that Mr. S. M. Abdullah resigned from the Board on November 29,2001. Form'29 dated December 01, 2001 was also submitted as a proof thereof.
5. The written as well as verbal submissions of the directors have been given due consideration.
The directors have failed to submit any cogent reasons for the aforesaid default; therefore, in the absence of any reasons to the contrary the default is considered wilful and intentional. However, as the Bank has a good history of timely holding of annual general meetings therefore, I am inclined to take a lenient view of the default and impose minimum fine @ Rs. 10,000/- instead of imposing a maximum fine of Rs. 20,000/- and further fine for continuous default @ of Rs. 2,000/- per day, on the following directors with a strict warning that if the violation is repeated in future a very strict view of the default will be taken: {{TABLE}} Name Section 158 30.06.01 Rupees Syed Naveed H. Zaidi, Chief Executive 10, 000 Mr. Azhar Tariq Khan, Director 10, 000 Mr. Mohammad Ashiq Rehmani, Director 10, 000 Dr. Khalid Iqbal, Director 10, 000 Rana M, Abu Obaida, Director 10, 000 Mr, Shamim Ahmed Junejo, Director 10, 000 Total 60, 000 {{TABLE}} No fine is, however, imposed on Mr. S. M. Abdullah, director as he has ceased to be a director of the Company w.e.f. November 29,2001.
6. The Chief Executive and directors of the company are directed to deposit the fine imposed upon them in the designated bank account maintained in the name of Securities and Exchange Commission of Pakistan with Habib Bank Limited within thirty days from the receipt of this order and furnish the receipted challans to the Commission. revisions by the competent authorities. Therefore, it is advisable to consult the official sources or legal professionals for the most up-to-date and accurate information.