UNDER SUB-SECTION (3) OF SECTION 245 READ WITH SECTION 476 OF THE COMPANIES ORDINANCE.
1984 - - This order shall dispose of the proceedings initiated against directors including chief -- executive (together referred to as "respondents") of Suhail Jute Milts Limited (the "Company").
These proceedings were initiated through show cause notice (the "SCN") dated January 27, 2015, issued under the provisions of sub-section (3) of section 245 read with section 476 of the Companies Ordinance, 1984 (the "Ordinance").
2. The brief facts of the case are that as per record, the Company did not file the interim financial statements ("Quarterly Accounts") for the following periods with the Commission, as per requirements of section 245 of the Ordinance: Sr. No. Quarter Ended Due Date 30-Sep-13 31-Oct-13 2 31-Dec-13 28-Feb-14 3 31-Mar-14 30-Apr-14 4 30-Sep-14 31-Oct-14 Consequently, the SCN was issued to the respondents whereof they were called upon to show cause in writing as to why penal action may not be taken against them under sub-section (3) of section 245 of the Ordinance for not filing the aforesaid Quarterly Accounts in terms of the Law.
3. In response to the SCN the respondents vide letter dated February 2, 2015 submitted that the aforesaid Quarterly Accounts were duly e-filed with the Registrar of Companies and it was assumed that online filing would be sufficient for compliance. The Company circulated the Quarterly Accounts to the shareholders and the stock exchanges in physical form. They further stated that non-filing of hard copies of the Quarterly Accounts with the Commission was not willful and the Company acted based on its reasonable understanding of the directives of the Commission's directives. In view of their submissions, they requested for a lenient view.
Subsequently, upon confirmation form the respective Companies Registration Office, it transpired that the Company e-filed the aforesaid Quarterly Accounts with the Registrar.
3. In connection with this it is important to note that the applicable legal framework, i.e. section 245 of the Ordinance 'requires separate filing of Quarterly Accounts with the Commission and the Registrar of Companies. In respect of filing of Quarterly Accounts with the Registrar, e-tiling, mode has been adopted; however, it does not currently cater for filing of accounts with the Commission.
As such, companies are still required to file their quarterly and annual accounts in physical firm at the Commission's head office. This fact has been amply clarified by the Commission through a press release dated January 2, 2014.
4. It is clear from the record that the Company did not file the aforesaid Quarterly Accounts in physical form with the Commission, however, those were e-filed with the Registrar within the prescribed time. Therefore, considering the otherwise satisfactory compliance history of filing of accounts with the Commission, instead of imposing fine, I hereby conclude the proceedings with a warning to the respondents to be careful in future and ensure meticulous compliance with provisions of section 245 of the Ordinance. The respondents are further directed to file three physical copies of the aforesaid Quarterly Accounts with the Commission along with requisite filing fee.