Order under Section 477 (1) of the Companies Ordinance, 1984 This is an appeal filed by Shirkat-e-Maqbool (Pvt) Limited (hereinafter referred to as the "Company") and its directors under Section 477 (1) of the Companies Ordinance, 1984 (hereinafter referred to as the "Ordinance") against the impugned order dated 17.10.2005 passed by the Joint Registrar of Companies, Peshawar imposing a penalty of Rs. 20,000/ in lump sum for failure to file annual returns of the Company in violation of the mandatory provisions of Sections 156 and 205 of the Ordinance.
2. Brief facts of the matter are that the Company and its directors in terms of Section 156 of the Ordinance were required to prepare and file with the registrar concerned within forty five days in case of a listed company and within thirty days in case of any other company from the date of the annual general meeting held in the year, a return containing the particulars specifies in Form-A of the third schedule attached to the Ordinance.
3. Similarly, in terms of Section 205 of the Ordinance, every company is required to keep at its registered office a register of its directors and other officers and notify the same to the registrar concerned within fourteen days from the happening thereof.
4. As the Company failed to file with the registrar concerned its Form -A and Form -29 from the year 2000 to 2004, the Joint Registrar, Companies Registration Office, Peshawar after affording an opportunity of hearing to the Company and its directors imposed a fine of Rs. 20,000/ in lump sum.
5. Having not satisfied, the Company and its directors have filed the instant appeal, which come up for hearing before me on 16.01.2006. On the date of hearing, Mr. Saifullah of M/s Rifaqat Babar & Co, Chartered Accountants, authorized representative of the Company appeared and argued the case. It has been informed that the default in non-filing of statutory returns was inadvertent, as the business of the Company remained closed during the default period. It has further been argued that the returns could not filed timely due to lack of legal requirements. The Company and its directors prayed for taking lenient view in the matter.
6. I have gone through the relevant provisions of law and the documents submitted before me for perusal. It is the duty of every company and its officers to file with the registrar all statutory returns within the given time period. The Company, however, filed the same with a considerable delay ranging from eight months to about six years. The reasons stated for such default is also not convincing. However, as the Company has now filed all of its overdue annual returns with the registrar concerned, I take a lenient view of the matter and reduce the fine to Rs. 10,000/ (ten thousand only) on the Company and its directors in lump sum.
7. The Company and its directors are, hereby, directed to deposit, within 30 days of the date of receipt of this order, the aforesaid fine totaling to Rs. 10,000 (Rupees ten thousand only) in the Commission`s designated bank accounts maintained with Habib Bank Ltd or pay by a demand draft / pay order issued in the name of the Commission and send a copy of the receipt to the Commission for information and record, failing which proceedings under the Land Revenue Act, 1967 will be initiated which may result in the attachment and sale of moveable and immoveable property.
8. The Company and its directors are also advised to be careful in future and ensure strict compliance to the requirements of the Ordinance in this regard.