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Non-disclosing of Bankruptcy PLJ 2020 Islamabad 85

PLJ 2020 Islamabad 85 Non-disclosing of Bankruptcy

PLJ 2020 Islamabad 85 Non-disclosing of Bankruptcy, Securities Exchange Commission of Pakistan, 1997–Ss. 33 & 34–Companies Ordinance, 1984, Ss. 237(a), 476 & 492–Business of buying and selling of fabric–Sealing of company and appointment of trustee–Non-Disclosing of Bankruptcy–False and incorrect consolidated financial statements–Issuance of show-cause notice–Non-disclosing of material information–Imposing of fine–Appeal–Dismissed–Concurrent findings–Material concealment–Challenge to–It is an admitted position that Montebello is Azgard-9’s wholly owned subsidiary–Although Montebello is incorporated under laws of Sweden, most of its business operations were in Italy–It is also not disputed that on 12.06.2014, a bankruptcy petition was filed against Montebello–On 22.12.2014, a Court in Italy passed a bankruptcy order against Montebello–It is an admitted position that Azgard-9, in its Accounts for period ending on 30.06.2014 and 30.09.2014, had shown trading transactions to have been carried out by Montebello in huge amounts–Said Accounts had also shown long term investments and impairment with respect to Montebello–Said Accounts in addition to Azgard-9’s Accounts for periods ending on 31.12.2014 and 31.03.2015 had shown goodwill for Montebello–By not disclosing factum as to bankruptcy petition and bankruptcy order against Montebello in said Accounts of Azgard-9, material information was concealed by appellants–If a holding company fails to comply with any requirement of Section 237, every officer of holding company shall be punishable with a fine which may extend to Rs. 50,000/-in respect of each offence unless he shows that he took all reasonable steps for securing compliance by holding company of such requirements and that non-compliance or default on his part was not willful and intentional–In case at hand, Azgard-9, in its Accounts, did disclose financial statements of Montebello, but as per respondents, such financial statements contained a material concealment regarding bankruptcy petition and order against Montebello–For providing false or incorrect particulars regarding a material fact in a company’s returns, report, certificate, balance sheet, profit and loss account, income and expenditure account, prospectus, offer of shares, books of account, information or explanation required by or for purposes of any of provisions of 1984 Ordinance, persons responsible can be punished with a fine not exceeding Rs. 500,000/-under Section 492 of 1984 Ordinance–By not disclosing factum as to bankruptcy proceedings and order against Montebello, appellants concealed vital information in its Accounts for periods ending on 30.06.2014, 30.09.2014, 31.12.2014 and 31.03.2015, and therefore rendered themselves liable to imposition of a penalty under Section 492 of 1984 Ordinance–Appeal was dismissed.

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