AMTEX LIMITED vs SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN Ss — 2026 CLD 9 ISLAMABAD

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AMTEX LIMITED VS SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN Ss. 263 & 265---Investigation of company's affairs---Affording opportunities to company---Appointment of inspector ---Scope---Petitioner /Company assailed order of appointment of inspector into its affairs---Validity---Record clearly demonstrated that the petitioner / Company was afforded ample opportunity to explain its position before any action was taken---Initially, vide two orders, the Company was directed to furnish specific information regarding its bank-wise liabilities, overdue loans and pending litigation---Upon its failure to provide satisfactory data, further time was granted on its own request, and a detailed response was duly considered by the Registrar---Thereafter, when discrepancies were observed, an SCN was issued under S. 265, affording the Company fourteen days to respond, along with the option of a personal hearing---Petitioner subsequently filed replies, which were duly examined by the Commission---A personal hearing was also provided, demonstrating full compliance with the principles of natural justice---Thus, the petitioner was neither denied an opportunity of defense nor subjected to unilateral proceedings, rather, the SECP proceeded cautiously and transparently before directing an investigation---In the present case, the discrepancies highlighted by the respondents clearly fell within the scope of illegality in the affairs of the company as envisaged under S. 265 of the Companies Ordinance, 1984---The mismatch between the liabilities disclosed in the Company's prospectus and the data later furnished to the SECP, particularly the unexplained difference of Rs. 277.87 million and the false declaration that no overdue loans existed, constituted material misstatements---Such discrepancies, by their very nature, struck at the core of transparency and business conduct and, therefore, justifiably prompted the Commission to form an opinion that the affairs of the Company were being conducted in a manner contrary to sound business principles---Hence, the initiation of investigation proceedings under Ss. 263 & 265 was neither arbitrary nor excessive, but a lawful exercise of regulatory oversight to verify potential illegality and protect shareholders and creditors---Thus, the respondents had acted within their lawful authority under Ss. 263 & 265 of the Companies Ordinance, 1984---The opinion formed was supported by relevant material and did not suffer from arbitrariness or mala fide intent---The Petitioner, instead of fully complying with the directions, provided inconsistent information, thereby inviting a legitimate inquiry---The appointment of an Inspector is neither punitive nor final, but merely facilitates the collection of evidence by an independent Functionary---Constitutional petition, being merit-less, was dismissed.

AMTEX LIMITED vs SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN Ss — 2026 CLD 9 ISLAMABAD

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