Transcript Chapter 2 Courts SECP and Registrar.pptx

CORPORATE LAW
COURTS, SECP & REGISTRAR
CHAPTER # 2
COMPANIES ORDINANCE OF 1984
It Covers following
• What is a company?
• How is it registered?
• MOA & AOA.
• Company Debts.
• Debenture.
• Accounts, etc.
Ch 2
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TOPICS COVERED
Courts
Company Benches
Procedure of Court
Appeals against Court Orders
Securities & Exchange Commission of Pakistan
Registrar
Power of Registrar to call for information or explanation
Seizure of Documents by the Regitrar
Inspection of Books of Account by Registrar
COURTS
HIERARCHY OF COURTS IN PAKISTAN
• Supreme Court of Pakistan
• Federal Shariat Court of Pakistan
• High Court
• District and Session Court
• Special Tribunal and Courts
• Civil Courts
JURISDICTION OF COURTS [SECTION7]
• Jurisdiction
means the right, power, or authority to administer justice by hearing and
determining controversies.
• The High Court has the jurisdiction under Companies Ordinance 1984.
– In some cases, Federal Government empowers Civil Courts to have
jurisdiction by the Ordinance.
• For the purposes of jurisdiction to wind up companies, the expression
"registered office" means the place which has longest been the registered
office of the company during the six months immediately preceding the
presentation of the petition for winding up.
CONSTITUTION OF COMPANY
BENCHES [SECTION 8]
• Bench is Forum of Justice comprising of Judges.
– There shall be one or more benches in each high court, each to
be known as company bench.
– To be constituted by the chief justice of high court.
– To exercise the jurisdictions under the company ordinance
1984.
PROCEDURE OF THE COURT [SECTION9]
• All matters shall be disposed of and the judgment pronounced.
• Made within 90 days from date of presentation of the petition or
application to the court.
• Hear cases from day to day except in extraordinary circumstances.
• The hearing of matter shall not be adjourned except:
a) For sufficient cause to be recorded or
b) For more than 14 days at any one time or for more than 30
days in all.
APPEALS AGAINST COURT ORDES
[SECTION-10]
An appeal against the order of the High Court shall lie to the Supreme
Court but ------• Not every company.
• Only companies with high paid up capital i.e. not less than one
million rupees.
• Where a company, ordered to be wound up has a paid up capital of
less than One million rupees or no share capital, such appeal shall
lie to the supreme court only if the supreme court grants leave to
appeal.
POWER TO MAKE REFERENCE TO THE
COURT [SECTION-13]
• The Federal Govt or the Commissions may make reference to
the court on the matters which are of special significance
• Where a reference is made to the Court, the Court may make
such order as it may deem just and equitable under the
circumstances.
SECURITITES & EXCHANGE
COMMISSION OF PAKISTAN
DEFINITION
• Securities & Exchange Commission of Pakistan (SECP) is
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the apex regulatory body in the country.
– to regulate the corporate sector and the capital market.
– to ensure transparency and efficiency in the functioning of its financial
markets.
• One of the main function of the SECP is to incorporate
companies under the companies ordinance, 1984 (the
ordinance).
Certificate of Incorporation
CONSTITUTION/STRUCTURE
• Based in Islamabad.
• Minimum of 5 members & maximum of 7 members.
• Member of Commission are called “ Commissioners”.
• Head of Commission is called “Chairman”
• Chairman is appointed by Federal Govt. from the these Commissioners.
• Majority are appointed from Private Sector.
POWERS & FUNCTIONS [SECTION-12]
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SECP shall exercise such powers and functions as are conferred on it by the
companies ordinance 1984 or any other law
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The Federal Government may, by notification in the official Gazette, direct that
all or any of the powers and functions conferred on the Federal Government
or any of the officer of the Federal Government under any law shall, subject to
such limitations, restrictions or conditions, if any, as it may from time to time
impose, be exercised or performed by the Commission.
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The details of powers and functions of SECP has been provided in the below
mentioned link.
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http://www.secp.gov.pk/notification/pdf/2009/Delegation_powers.pdf
REGISTRAR
• A registrar, an additional registrar, a joint registrar, a deputy
registrar or an assistant registrar.
• Performing duty of registration.
• Under company Ordinance 1984.
RIGHTS, DUTIES & LIABILITIES OF
REGISTRAR
RIGHTS OF REGISTRAR
DUTIES AND OBLIGATIONS OF REGISTRAR
1. Receive 5 copies of the statutory report 1. Keep register of mortgages and charges of
of a public company.
the company.
2. Extend the period of holding AGM of all 2. Issue the certificate of Incorporation of
the companies other than listed
companies.
companies to a maximum of 30 days.
3. Receive documents necessary for
incorporation of a company and other
forms and reports.
3. Issue certificate of Commencement of
business to the companies.
4. Right to inspect books of account and
other books and papers of a company.
4. To rectify the registers regarding any change
in:
I. Article of Association
II. Memorandum of Association
III. Any mortgage or charge
5. Enter the fact regarding the appointment of
receiver or manager of the company in the
register of mortgages and charges.
POWER OF REGISTRAR TO CALL FOR
INFORMATION OR EXPLANATION
[SECTION- 261]
• When information can be called?
i.
When the registrar is of opinion that any information, explanation or
document is necessary with respect to any matter.
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From whom information can be called?
i.
From the company.
ii.
Any of it’s past & present directors.
iii.
Officers or auditors.
SECTION-261
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Manner & time for submission of information
i.
Maybe called through a written order.
ii.
Requiring to submit the information or explanation in writing within the
period specified in the order.
iii.
The period specified should not be less than 14 days.
iv.
Persons from whom information is called shall be duty bound to provide
information.
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Persons from whom information cannot be called
i.
Directors, officers and auditors who ceased to hold office more than 6
years before date of order shall not be compelled to furnish information.
SECTION-261
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When no information is submitted or if it is inadequate the registrar
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May call for such books and papers as he considers necessary.
ii.
The company and persons from whom such books and papers are called are
duty bound to produce the books and papers etc.
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Right to get Extracts
i.
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Obtain extracts from the books and papers and documents produced by him.
Fairness of Information
i.
If books/papers do not disclose a full and fair view of the matter or discloses an
unsatisfactory state of affairs.
ii.
The register shall report in writing, the circumstances of the case to the SECP.
SEIZURE OF DOCUMENTS BY THE
REGISTRAR [Section-262]
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If the registrar believes that books or papers
relating to any company/office may be
destroyed, altered, falsified the registrar
To enter place where
books/papers are kept
shall seize such books and papers.
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Seizure only after obtaing permission from
the magistrtate.
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Auhtorise any officer subordinate to him.
Not inferior in rank to an assistant registrar.
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To search that place
Seized books etc shall be returned not later
that 30th day.
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Period of retenetion maybe extended by
SECP
To seize such
books/papers
INSPECTION OF BOOKS OF ACCOUNT
BY REGISTRAR, ETC [SECTION 231]
1. Registrar has the right to inspect the books and papers
of every company
2. Director or other employee of the company
1. Shall make such books of account, statement information etc
available as required by the Registrar.
2. Provide all information and a reasonable assistance as required
by the Registrar.
THANK YOU!