MAZHAR-UL-HAQ SIDDIQUI vs HOD, ADJUDICATION DEPARTMENT-I, SECP Ss — 2024 CLD 1225 SECURITIES-AND-EXCHANGE-COMM

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MAZHAR-UL-HAQ SIDDIQUI VS HOD, ADJUDICATION DEPARTMENT-I, SECP Ss.2(66), 134, 143, 144, 145 & 479---Companies (Postal Ballot) Regulations, 2018, Regln. 8---Extraordinary General Meeting (EOGM), non-adjournment of---Contraventions, allegation of---Securities and Exchange Commission of Pakistan (SECP) penalized the Chairman of Board of Directors of Network Limited /Company, being Chairman of the EOGM (Appellant) on complaints of three members of the Company (the complainants)---Allegation levelled against the appellant was that it had not adjourned the meeting in terms of Regln.8 of the Companies (Postal Ballot) Regulations, 2018 ('the Postal Regulations')---Contention of the appellant was that S. 145 of the Companies Act, 2017, did not mandate adjournment of the meeting when a poll was demanded and that Regln. 8 of the Regulations, 2018 was contradictory to S. 145 of the Act, 2017 as such the same could not override the primary law---Validity---Admittedly, the notice was duly issued by the Company to hold the EOGM for voting to be held, inter alia, on agenda (as item # 3) pertaining to reversal of the decision of the Board whereby FD Shares Registrar was appointed---It was also an admitted fact that on a demand of poll through postal ballot, the appellant authorized voting to be conducted through postal ballot, however, the same was done on the day of the meeting (i.e. August 22, 2020)---Record (outcome of the voting) showed that 37.79% votes were cast against the resolution and thus special resolution to reverse the mentioned decision of the Board was not passed, as under Cl. (66) of S.2 of the Act, 2017, a special resolution had to be passed by a majority of three-fourth of such members of the company entitled to vote as were present in person or by proxy or vote through postal ballot at a general meeting---Thus, the imposition of penalty was not justified---Appellate Bench cancelled the penalty imposed on the appellant vide the Impugned Order---Appeal was allowed circumstances.

MAZHAR-UL-HAQ SIDDIQUI vs HOD, ADJUDICATION DEPARTMENT-I, SECP Ss — 2024 CLD 1225 SECURITIES-AND-EXCHANGE-COMMISSION-OF-PAKISTAN

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