The Securities and Exchange Commission of Pakistan (SECP) has directed the listed companies to maintain a functional website and provide mandatory information including placement of quarterly and annual accounts and specific information under SRO-I and section 506 B of the Companies Ordinance.
According to an order issued by the SECP here on Friday, it shall dispose of the proceedings initiated against Chief Executive (the "respondent") of company. The proceedings against the respondent were initiated through show cause notice (the "SCN") dated April 20, 2016, issued under the provisions of section 495 read with section 476 of the Companies Ordinance, 1984 (the "Ordinance") and S.R.O. 634(1)/2014 dated July 10,2014 (the "SRO-I").
The SECP said that the requirements of the aforesaid SROs and arguments and assurance of the authorised representative during the course of hearing to update the Company's website within next 30 days ie within one month time. The default committed by the company has been established and accepted by the authorized representative as the Company has not complied with the Commission's directions given through the relevant SRO-I, II & III and circular 43 of 2015 for maintenance of the Company's functional website within the prescribed timeline. Therefore, taking cognisance of the fact, it is concluded the proceedings initiated under section 495 (1) of the Ordinance read with section 476 of the Ordinance and SRO-I, impose a fine of Rs 20,000 on the respondent.
The brief facts of the case are that the Commission through the SRO-I directed every public listed and public unlisted company to maintain a functional website with effect from August 30, 2014 and place stipulated mandatory information thereon. Furthermore, the Commission through S.R.O. 684 (1)/2015 dated July 15,2016 (the "SRO-II) and SRO 1222 (I)/2015 dated December 10, 2015(the "SRO-III") directed all public companies to place website link of the SECP investor education portal "JamaPunji" (www.jampunji.pk) along with its logo, available on SECP's website (www.secp.gov.pk) at a prominent place on the homepage of their website and maintain the website in English language along with Urdu language respectively.
Review of the Company's website at address www.pakleather.com revealed that the Company has not maintained its functional website in accordance with the Commission's directions given through SROs: I, II & III and Circular No 43 of 2015. Consequently, the SCN was issued to the respondent whereof he was called upon to show cause in writing as to why penal action may not be taken against him under sub-section (1) of section 495 of the Ordinance for not complying with the Commission's directions given through SROs-I, II & III and Circular No 43 of 2015 and hearing in the matter was also fixed for May 3, 2016. The Company vide its letter dated April 28, 2016 requested to extend time till May 27, 2016 to respond to the SCN due to under staffing currently. The Company further stated that in the extended time it was doing their best to fulfil other SECP's requirements in a timely manner. Therefore, considering the request of the Company, hearing was re-fixed for May 27, 2016.
In terms of the Commission's SRO-I issued in pursuance of powers conferred by section 506 B of the Ordinance, listed companies have been directed to maintain a functional website and provide mandatory information including placement of quarterly and annual accounts and specific information relating to: (A) profile of the company, (B) governance, (C) investors relations, (D) media, (E) election of directors, (F) investors information. The aforesaid notification, inter alia, requires listed companies to place on their website:
Latest annual accounts at least twenty one days before holding of the annual general meeting ("AGM") and annual accounts and reports adopted by shareholders within seven days after the AGM; and Interim accounts ie latest available quarterly accounts as well as accounts for the last three quarters.
Moreover, SRO-II and SRO-III requires that all public companies in addition to the information required to be placed on website in pursuance of SRO-I, shall place website link of SECP investor education portal "Jamaltunji" (www.jampunji.pk) along with its logo, available on SECP's website (www.secp.gov.pk) at a prominent place on the homepage of their website and to maintain a functional website in English language along with Urdu language respectively.
The SRO-I further provides that where a company does not comply or makes default in compliance with the requirements of the notification, every officer of the company and every other person responsible for noncompliance shall be punished in accordance with provisions of section 495 of the Ordinance.
Sub-section (1) of Section 495 of the Ordinance states that where any directive is given or order is issued by the Court, the officer, the Commission, the registrar or the Federal Government under any provision of this Ordinance, non-compliance thereof within the period specified in such direction or order shall render every officer of the company or other person responsible for non-compliance thereof punishable, in addition to any other liability, with fine not exceeding fifty thousand rupees and, in the case of a continuing non-compliance, to a further fine not exceeding two thousand rupees for every day after the first during which such non-compliance continues. In terms of the Commission's notification SRO 1003 (1)/2015 dated October 15, 2015, the powers to adjudicate cases under the SRO-I read with section 495 of the Ordinance have been delegated to the Director (Corporate Supervision Department).
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