Law: Securities and Exchange Commission of Pakistan Act, (XLII of 1997)

Section: 33

Law: Public Sector Companies (Corporate Governance) Rules, 2013

Section: R.24,24(1)(2),25

Law: Companies Ordinance, 1984

Section: 506(2)

Securities and Exchange Commission of Pakistan Act (XLII of 1997)--- ----S. 33---Companies Ordinance (XLVII of 1984) [since repealed], S. 506(2)---Public Sector Companies (Corporate Governance) Rules, 2013, Rr. 24 & 25---Appellant was fined for not publishing, circulating and filing the Statement of Compliance (SOC) and Review Report with the Securities and Exchange Commission---Appellant contended that non-compliance of Rules was not a deliberate act but on account of the fact that appellant had no management or Board had become inactive---Validity---Held; so long as the appellant continued to be a legal entity, same must comply with all the requirements of the law regardless of whether it had become a dormant entity---Impugned order was upheld. THIS ORDER PASSED BY: FARRUKH H. SABZWARI, CHAIRMAN/COMMISSIONER (AML) 1. This Order is passed in Appeal No.12 of 2017 filed under section 33 of the Securities and Exchange Commission of Pakistan (Commission) Act, 1997 (SECP Act) against the order (Impugned Order) dated 13/01/17 passed by the Respondent. 2. The brief facts of the case are that State Petroleum Refining and Petrochemical Refining Corporation (Private) Limited (Appellant), being a public sector company, was required in terms of rule 24(1) and (2) of the Public Sector Companies (Corporate Governance) Rules 2013 (Rules) read with section 506(2) of the Companies Ordinance, 1984 (Companies Ordinance) to publish, circulate and file with the Commission, a Statement of Compliance (SOC) and review report from the auditor for the years ended 30/06/14 and 30/06/15 which the Appellant failed to file. 3. Show Cause Notice dated 28/04/16 (SCN) was issued calling upon the Chief Executive of the Appellant to explain in writing and to appear in person or through an authorized representative for hearing on 13/06/16 to clarify the position. In response to the SCN, instead of appearing on the date fixed for hearing, the Company Secretary, vide letter dated 18/05/16 informed that financial statements for the years ended 30/06/14 and 2015 are still under finalization and requested to drop the proceedings. Hearing in the matter was again fixed for 11/11/16 which was…

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