SHAMS-UD-DIN vs DIRECTOR/HOD, ADJUDICATION-I, SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN S

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SHAMS-UD-DIN VS DIRECTOR/HOD, ADJUDICATION-I, SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN S.159---Insurance Companies (Sound and Prudent Management) Regulations 2012, Regln. 2(5)---Insurance Ordinance (XXXIX of 2000), Ss. 54, 11 & 12---Election of directors, procedure for---Number of the candidates equalling number of directors---Minutes of the Extra Ordinary General Meeting (EOGM), submission of---Fitness and proprietary of the Company Secretary--- Scope---Securities and Exchange Commission ('the Commission') declared the company secretary not fit and proper for submitting minutes of EOGM which (meeting) was never held---Contention of the appellant (former Company Secretary) was that he submitted minutes merely as the same was demanded by the Commission whereas S. 159 of the Companies Act, 2017, was ambiguous as the same did not specify as to whether a meeting of the company was required to be held in case where the candidates contesting for the position of directors equaled the position of directors---Validity---There is no ambiguity in S. 159 of the Companies Act, 2017, as the same does not dispense the requirement of holding a general meeting of a company in case where the number of persons who offer themselves to be elected is not more than the number of directors---Appellant had not disputed the fact that he submitted to the Commission the extracts of the meeting of the EOGM (purportedly held on relevant date) despite the fact that no EOGM was held on such date with respect to election of directors of the Company---Said admission of the appellant, along with documents available on record, clearly manifested that at no stage the appellant tried to rectify his action prior to the issuance of show-cause notice rather presented false and fabricated minutes of the EOGM on the subsequent general meeting of the Company for approval---No reason for interference in the impugned order was made out---Appeal filed by the former company secretary was dismissed, in circumstances.

SHAMS-UD-DIN vs DIRECTOR/HOD, ADJUDICATION-I, SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN S — 2024 CLD 747 SECURITIES-AND-EXCHANGE-COMMISSION-OF-PAKISTAN

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