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

Section: 20(4)(g), 20(6)(b)(g) & 33

Law: Listed Companies (Substantial Acquisition of Voting Shares and Takes-Overs) Ordinance, 2002

Section: 3, 4, 5, 6 & 25

Securities and Exchange Commission of Pakistan Act (XLII of 1997)---Ss. 20(4)(g), 20(6)(b)(g) & 33---Listed Companies (Substantial Acquisition Voting Shares' and Takeovers) Ordinance (CM of 2002), Ss. 3, 4, 5, 6 & 25--Violation of Takeover law---Imposition of penalty---Appeal against---Appellant company held ordinary shares constituting 22.44% shares. a Sugar Mill(U), said shares amounted to 61% of the total assets of the appellant-Company---Pursuant to an agreement said 22.44% shares were sold by appellant-Company to aU.K. registered company--Directors of appellant-Company when said shares were sold to U.K. Company and had also been Directors of Sugar Mills(U), entered into a share sale agreement with ;another Sugar Mills(J) to sell 75%. shares of Sugar Mills(U), which included said 22.44% acquired by U.K. Company--Commissioner (Securities Market Division) pursuant to the powers conferred under S.25 of Listed Companies (Substantial Acquisition Voting Shares and Takeover) Ordinance, 2002 read with Ss. 20(4)(g) & 20(6)(b)&(g)' of Securities and Exchange Commission of Pakistan Act, 1997, directed Sugar Mill(J) not to make all or any part of outstanding payment under its share purchase agreement---Later through the impugned order, Commissioner restrained appellant-Company from receiving amount from Sugar Mill(J)---Appellant-Company and its Directors being not satisfied with the findings of Commissioner, had filed present appeal, while U.K. Company and its Directors had not challenged impugned order---Facts had clearly demonstrated that case squarely fell within the ambit of Takeover Laws and direction to withhold payment was an ancillary, but a necessary direction---Appellant-Company at one hand denied acting in concert with U.K. Company in acquiring 22.44% shares on the other they had not only entered into an agreement to sell those shares to Sugar Mill(J) but werealso claiming that money deposited with Commission which, in their own view, was payable to U.K. Company---Rule of logic was that a person could not be allowed to blow hot and cold with reference to same transaction---Legal Maxim "Allegans Contraria Non Est Audiendus" provided that he…