SUI SOUTHERN GAS COMPANY LIMITED vs EXECUTIVE DIRECTOR, ADJUDICATION-I, SECP, ISLAMABAD Ss

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SUI SOUTHERN GAS COMPANY LIMITED VS EXECUTIVE DIRECTOR, ADJUDICATION-I, SECP, ISLAMABAD Ss.4, 132 & 505(1)(d)---Oil and Gas Regulatory Authority Ordinance (XVII of 2002), Ss. 6(2) & 8(2)---Securities and Exchange Commission of Pakistan Act (XLII of 1997), S. 33---Appeal before the Securities and Exchange Commission of Pakistan ('the Commission')---Failure of listed company to convene Annual General Meeting (AGM)---Effect---Special law, applicability of---Scope---M/s Sui Southern Gas Company Limited ('the Gas Company ') was penalized as it failed to convene the annual general meeting (AGM) for the respective financial year despite availing extension of time by the Commission required under subsection (1) of S.132 of the Companies Act, 2017 ('the Act 2017')---Argument of the Appellant (Gas Company) was that it, time and again, approached the Commission for grant of extension due to the fact that the Appellant under the Oil and Gas Regulatory Authority Ordinance, 2002 (the 'OGRA Ordinance, 2002 '), being a special law, was required to file a petition before the Oil and Gas Regulatory Authority (OGRA) for determination of final revenue requirement (FRR) on annual basis and only thereafter it could finalize their financial statements based on OGRA's determination---Validity---Argument of the Appellant(Gas Company) that a special law prevails over the general is not untenable in the present case, given the absence of a corresponding provision in the OGRA Ordinance, 2002 vis-a-vis S.132 of the Act, 2017---Section 505(1)(d) of the Act, 2017 states that "the provisions of this Act shall apply to any other company governed by any special enactment for the time being in force except in so far as the said provisions are inconsistent with the provisions of such special enactment---This implied that S. 132 of the Act, 2017 is applicable regardless, as there is no conflict between said section and any section of the OGRA Ordinance, 2002---Moreover, S. 4 of the Act, 2017 explicitly states that the Act, 2017 holds an overriding effect---Additionally, it adheres to well-established legal principle that in the event of inconsistency between two special laws, the one enacted later takes precedence, as is the case with the Act, 2017 in the present matter---Claim of the Appellant (Gas Company) that the reason for delay in holding the AGM was due to the fact that OGRA had not approved the FRR on time was baseless, as the record indicated that the Appellant submitted the petition for FRR to OGRA with delay and the said fact had also not been disputed by the Appellant---Said delay reflected negligence on the part of the Appellant while a listed company is under an obligation, inter alia, to hold the AGM as per the law within 120 days of the close of its financial year which the Appellant had failed to do so---Appellate Bench did not find any reason to interfere with the Impugned order---Appeal filed by the Gas Company was dismissed.

SUI SOUTHERN GAS COMPANY LIMITED vs EXECUTIVE DIRECTOR, ADJUDICATION-I, SECP, ISLAMABAD Ss — 2024 CLD 1095 SECURITIES-AND-EXCHANGE-COMMISSION-OF-PAKISTAN

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