Winding up of company

Petitioner / Registrar of Companies sought winding up of respondent company on the plea that it was performing prohibited business

Validity

Company could be wound up under section 301 (g)(ii) of Companies Act, 2017 if it had been carrying on a business prohibited or restricted by law, rules or regulations

Court was empowered under S. 301(g)(v) of Companies Act, 2017 to order winding up where the company was managed by persons who refused to act in accordance with the Memorandum or Articles of Association

Provision of S. 282C of Companies Ordinance, 1984 was protected under S. 509 of Companies Act, 2017 which had provided that no Non-Banking Finance Company (NBFC) could be incorporated or allowed to operate without obtaining prior license

Engagement of respondent company in car financing and property leasing without such license was a violations of such provisions

High Court directed respondent company to be wound up

High Court directed Securities and Exchange Commission of Pakistan to appoint Provisional Manager in compliance of S. 315 of Companies Act, 2017

Petition was allowed, in circumstances.

Securities and Exchange Commission of Pakistan (SECP) filed a petition under S. 301 read with S. 304 of the Companies Act, 2017, on the grounds that the respondents in violation of Ss. 84 & 301(i)(g) of the Companies Act, 2017, was raising unauthorized deposits from the public at large in the garb of a ponzy scheme

Securities and Exchange Commission of Pakistan had received certain complaints through the Prime Minister's Performance Delivery Unit/Pakistan Citizen Portal that respondents were involved in securing deposits/advances from the public at large under a ponzy scheme, which act was beyond the objects of the company

Consistent absence of the respondents from scenario brought forth strong belief that they were available with nothing to defend allegations against them

Non-availability of defense on behalf of respondents and their disinterest left behind no other option except to believe the petitioner's stance

High Court observed that it was a fit case for an order of winding up under S. 301(h)(i) of the Companies Act, 2017

Petition was allowed and the respondent company was ordered to be wound up.

Security and Exchange Commission of Pakistan as regulator of respondent company sought its winding up mainly on misappropriation of public funds as there was some dispute over ownership of a property

Validity

Veil of incorporation under such circumstances was inevitable to be pierced/lifted

Under the umbrella of a corporate entity fraud could not be allowed to be nourished and grow

Intricate questions required trial and forensic auditing of both the companies before such questions could be answered

Forensic audit and trial jurisdiction of High Court was only be to the extent of Company under liquidation

Numerous questions were present, which needed determination before property in question could be cleared and that was after forensic audit and recording of evidence/cross-examination

Entire exercise of forensic audit and recording of evidence could not take more than five months; i.e. two months for forensic audit and three months for recording evidence

High Court decided to hear winding up petition in the light of forensic audit and evidence

High Court directed to maintain status quo by parties in respect of property in question

Petition was adjourned sine die in circumstances.

According to last audited annual financial statement total assets were less than current liabilities and the company was running into loss every year

Shareholders of petitioner company, through special resolution, resolved to file application for liquidation, winding up and dissolution

High Court appointed official liquidator to assume charge of the company and proceed with winding up affairs of the company, as the company was liable to be wound up

Petition was allowed accordingly.

Word "may" used in section 305 of the Companies Ordinance, 1984 ('the Ordinance') for the company court to admit the winding-up petition

Connotation and scope

Word 'may' clearly denotes the discretionary nature of the jurisdiction vested in the company court to pass a winding-up order

Company court must, first and foremost, be fully cognisant that it is called upon to examine the merits of the need of a winding-up order, and not settling disputes of a civil nature that may arise out of a contract or obligations arising under an agreement.

Words 'neglect to pay' expressed in section 306(1)(a) of the Ordinance, refers to a refusal of the company to pay without any reasonable cause

If the company raises a bona fide dispute, as to its liability to pay the amount claimed by the creditor, then in that case, there can be no 'neglect to pay' by the company, within the meaning of section 306(1)(a).

Legislature has, vested the creditor with an advantage, that when the creditor has served upon a company, a statutory notice under section 306(1)(a) to pay its debt, and the company has neglected to pay the debt, within the stipulated thirty days, a presumption by a legal fiction is created in favour of the creditor, that the company is unable to pay its debt due to the creditor.

Principles pertaining to winding up of a company that is unable to pay its debt, and the presumption of law deeming the company of being unable to pay its debt in such commercial state, as provided in section 305(e) & section 306(1)(a) of the Companies Ordinance, 1984 stated.

Word "may" used in S. 305 of the Companies Ordinance, 1984 ('the Ordinance') for the company court to admit the winding-up petition

Connotation and scope

Word 'may' clearly denotes the discretionary nature of the jurisdiction vested in the company court to pass a winding-up order

Company court must, first and foremost, be fully cognisant that it is called upon to examine the merits of the need of a winding-up order, and not settling disputes of a civil nature that may arise out of a contract or obligations arising under an agreement.

Words 'neglect to pay' expressed in S. 306(1)(a) of the Ordinance, refers to a refusal of the company to pay without any reasonable cause

If the company raises a bona fide dispute, as to its liability to pay the amount claimed by the creditor, then in that case, there can be no 'neglect to pay' by the company, within the meaning of S. 306(1)(a).

Legislature has, vested the creditor with an advantage, that when the creditor has served upon a company, a statutory notice under S. 306(1)(a) to pay its debt, and the company has neglected to pay the debt, within the stipulated thirty days, a presumption by a legal fiction is created in favour of the creditor, that the company is unable to pay its debt due to the creditor.

Principles pertaining to winding up of a company that is unable to pay its debt, and the presumption of law deeming the company of being unable to pay its debt in such commercial state, as provided in S. 305(e) & S. 306(1)(a) of the Companies Ordinance, 1984 stated.

Inability to pay debts is an independent cause of action and must be predicated on the material brought on record which would show that the company is commercially insolvent and its future financial viability is in serious doubt

Unwillingness to pay debt takes the case in the realm of bona fide dispute which the company sought to be liquidated has raised on substantial grounds

If a company puts forth a good faith defence and disputes the amount to be due on substantial questions of law and fact, a winding up petition cannot be used as tool for recovery of an amount for which a normal remedy available to petitioner would be filing of a suit for recovery and provisions of Companies Act, 2017 cannot be used as an engine of coercive measures to extract an amount regarding which a dispute is shown to exist

Object of winding up petition is to gauge factors regarding solvency or otherwise of a company and not to settle claims of creditors.

Law presumes that in order for Court to deem that a company is unable to pay its debts it must await the result of a process issued on an execution for the satisfaction of a decretal debt

Mere fact that decree has been passed by a Court of original jurisdiction cannot compel High Court to wind up the companies.

Petitioners were banking companies who on the basis of Auditors' reports as well as on the basis of decrees passed by Banking Court, sought winding up of respondent companies

Validity

Negative equity which continued to rise led to the ineluctable conclusion that substratum of respondent companies had lost

Auditors reports over the years had shown that current liabilities of the companies exceeded current assets

Such circumstance was sufficient to make out a strong case that it was just and equitable that the companies be wound up

Respondent companies had sufficient time on their hands to resuscitate their fortunes in order to compel the Court to believe in their future prospects as also to have trust in good faith of the sponsors/directors to continue to revive the companies into profitable undertakings

Nothing of such kind was demonstrated to High Court and it was evident that continuance of operation of respondent companies in the management of existing managers would be potentially disastrous

High Court ordered to wind up respondent companies

Petition was allowed accordingly.

Two companies under winding up were non-functional for over a decade and entire project as taken over by provisional managers under the orders of Court, who had made substantial progress in locating and retrieving land of the companies

Effect

Substratum of two companies vanished and gone at the time of presenting winding up petition

Main object of companies substantially failed and substratum of companies was gone

Petitioners established grounds for winding up of companies

Ex-management of two companies went ahead and executed agreements dealing with land of project, which agreements had no legal validity and no right had come to vestin third party over land in question by its terms

Position of third party was merely that of an unpaid seller, and it was only a claimant of the amounts that it was found entitled to receiver after due scrutiny

Litigation that ensued between ex-management of two companies and third parties could not have been continued by virtue of S. 316 of Companies Ordinance, 1984

After appointment of provisional managers no litigation could have continued without leave of the High Court

High Court appointed provisional managers as official liquidators and wound up the companies

Petition was allowed in circumstances.

Contention that classes of creditors were only confined to secured, preferred or general (unsecured) creditors was not a complete answer and creditors could be classified other than said categories

While under S. 61(5) Provincial Insolvency Act, 1920 only ratable distribution could be made amongst creditors without preference, however under S. 404 of Companies Ordinance, 1984, law of insolvency was to be observed with regard to "respective right of secured and unsecured creditors"

Said words explained right of class of secured creditors on one hand as against class of unsecured creditors on other hand and did not relate to right of secured creditors inter-se

High Court observed that where classification and distribution of claim in liquidation was inter-se unsecured creditors, provisions of S. 61(5) of Provincial Insolvency Act, 1920 would not apply.

Secured creditor would have no prior claim on payments of liquidation proceeds, if such secured creditor had neither realized nor exercised its option to remain outside winding up process, but rather relinquished its security for general benefits of creditors by filing its total claim with official liquidator.

Petitioners were holding 33% shares of the company and their grievance was that affairs of the company were being conducting in violation of Memorandum and Articles of Association of the company

Validity

Court, even if was satisfied that a case for winding up was made out, it could not pass such an order which might create extra hardship to its members as well as creditors and power under S. 286 of Companies Act, 2017, could always be exercised by the Court

Even if someone had come to the Court by bringing only winding up petition under S. 301 of Companies Act, 2017, the Court could, after going through the facts and circumstances, pass an order under S. 286 of Companies Act, 2017, by exercising the same on its own in the given facts

To make an order under S. 286 of Companies Act, 2017, Court had to satisfy that the affairs of company were being conducted in a manner warranting exercise of such jurisdiction and the facts justified passing of winding up order on the ground that it was just and equitable that the company should be wound up and lastly the winding-up order would unfairly prejudice the petitioner and other members

Not necessary to establish any personal prejudice for seeking any relief under S. 286 of Companies Act, 2017

High Court directed to conduct audit of accounts of the Company as the same would not cause prejudice to any of the parties and such was fulfilling the requirement of law

Petition was allowed accordingly.

Auction proceedings in respect of property in question were concluded, sale was confirmed and possession of property along with its title documentation was ordered to be conveyed to auction purchaser thus rights of auction purchaser also merited serious considerations

Division Bench of High Court declined to interfere in auction proceedings as same had attained finality and auction purchaser had a bona fide right in the property

No irregularity or illegality in sale order was noticed and same was in due consonance with law

Intra-court appeal was dismissed in circumstances.

Directors, including Chief Executive of the company, submitted a revival plan in the High Court during proceedings filed by the Commission under S. 309 of the Companies Ordinance, 1984 for winding up the company

High Court directed that proposal for revival be presented before the Commission for evaluation about its genuineness

Based on the revival plan/ presentation, Commission submitted its consent to the High Court for grant of relaxation in time line for revival of the company, subject to certain guidelines and conditions including submission of quarterly review on revival plan

Revival plan was not prepared with due diligence and the information/assertions provided to the Commission by the appellants/Directors of the company

Show-cause notice was issued to the directors of the company for alleged misstatements in terms of S.492 of the Companies Ordinance, 1984 and they were called upon to show-cause

Executive Director of Commission dissatisfied with the response of the Directors of the company, presented a revival plan that was based on unrealistic assumptions, devoid of reasonable prudence and diligence, and misstatements regarding viability of revival of the company

Executive Director of the Commission, in exercise of the powers conferred by S.492 of the Companies Ordinance, 1984, imposed aggregate penalty of Rs.500,000 on the Directors of the company

Concerned Registrar was directed to refer the matter to the relevant court, as the Directors of the company also had made misstatement before the court and avoided winding up in a transparent manner

Validity

Directors of the company, did not exercise due skill and care while submitting the revival plan

Directors of the company should have apprised the Commission fully of the facts and circumstances of the company

Revival plan was a misstatement, which in turn put a halt to the winding up proceedings by the court

Subsequently, creditors' voluntary winding up in terms of S.383 of the Companies Ordinance, 1984 was initiated by associated concern by virtue of common directors, which depicted that directors of the company had avoided a transparent winding up by the court by submitting the revival plan which was not viable

Default of the directors of the company in terms of S.492 of the Companies Ordinance, 1984 having been established, no reason existed to interfere with the impugned order, which was upheld, in circumstances.

Respondent sought rejection of petition on the plea that petitioner did not have any authority to file winding up petition

Validity

For the purposes of deciding application under O. VII, R. 11, C.P.C., the sole element that needed examination was that whether from statement made in winding up petition it was evident that the same was barred by law

Question of ratification did not arise as the resolution was passed and appended prior to filing of winding up petition; whether the resolution was in accordance with Articles of Association could not be determined while deciding application under O. VII, R. 11, C.P.C.

Authorization to attorney/lawyer for filing the petition was a matter between client and lawyer

High Court declined to reject winding up petition

Application was dismissed in circumstances.

Depositor/affectees and official liquidators, on winding up of the company, a Bank on ground of bankruptcy, filed applications for determination of the loss and for recovery of the same from the responsible persons, including Securities and Exchange Commission of Pakistan and State Bank of Pakistan

Securities and Exchange Commission of Pakistan and State Bank of Pakistan took plea that they had not taken part in promotion and formation of the company, nor were they regulators of the insolvent company; therefore, they could not be proceeded against under Ss. 412 & 413 of Companies Ordinance, 1984

Company Judge, of High Court overruling said plea, held the applications maintainable

Validity

Word 'Promotion' being used in S. 412 of Companies Ordinance, 1984 was of significant nature and was also placed in the Preamble of Companies Ordinance, 1984

Companies Ordinance, 1984, however, did not provide specific definition of the word 'promotion' in terms of S. 412 of the Ordinance; therefore, simple and ordinary meaning of the word 'promotion' would be seen for ascertaining the fact as to whether Securities and Exchange Commission of Pakistan fell within the terms of promoter or otherwise

Securities and Exchange Commission of Pakistan had pivotal role in promotion of the companies and arranged/provided information to promote investor education

Under S. 20(4)(f) of Securities and Exchange Commission Act 1997, the Commission would be responsible for performance and function with regard to the promotion and regulation of the organizations, including security industries and related organization such as stock exchange and association of mutual fund, leasing company and other non-banking financial institution (NBFI)

Company under liquidation was non-banking financial institution for regulation of which Securities and Exchange Commission of Pakistan was responsible

Legislature, by inserting S. 20(4)(f) of Securities and Exchange Commission Act 1997, had expressly held Securities and Exchange Commission of Pakistan responsible for promoting and regulating non-banking financial institutions

Promotion and regulation of the such institution was the mission and vision of Securities and Exchange Commission of Pakistan, as declared by Securities and Exchange Commission Act, 1997

Legislature, therefore, while expressly assigning the function of promoting and regulating such institutions, was fully aware of the intent to make S. 412 of Companies Ordinance 1984 fully applicable to regulators, including Securities and Exchange Commission of Pakistan

Securities and Exchange Commission of Pakistan dealt with all the companies registered under Companies Ordinance, 1984, except Banking Companies

Section 59(6-A) of Companies Ordinance, 1984 began with phrase 'for the purpose of this section', which had its limited applicability to S. 59 only and excluded its relevancy to S. 412 of the Ordinance

Definition of 'promotion' contemplated in S. 59(6-A) of the Ordinance, therefore, had no relevance to S. 412 of the Ordinance

Declining status of the company had come into the notice of the regulating wing of State Bank of Pakistan and Securities and Exchange Commission of Pakistan at the initial stage, and they were in a position to save the company from insolvency, but they remained negligent from performing their statutory duty, which resulted into fall of the company followed by liquidation

Company under liquidation was registered and licensed organization being regulated, supervised and controlled by the Government of Pakistan through State Bank of Pakistan and Securities and Exchange Commission of Pakistan

State Bank of Pakistan and Securities and Exchange Commission of Pakistan were taking deposits from the public on the strength that the company was being organized and regulated by the Government of Pakistan, which assurance was the best source of promotion for the company

Court, therefore, might examine into the conduct of any person, who had taken part in promotion and formation of the company, and compel him to repay or restore the money or property etc. of the company

Appeal against order were dismissed in circumstances.

Petitioners were minority shareholders and sought winding up of company because of their dissatisfaction to decisions by majority shareholders

Validity

Eventualities for the purposes of winding up a company were described in cls. (a) to (i) of S. 305 of Companies Ordinance, 1984

Petitioners were not able to point out any case in favour of passing an order for winding up of the company

Petitioners held 30% of shares and allegations raised by them were not supported by any material placed on the record of High Court

Petitioners could be disappointed due to the decisions taken by majority share-holders but such disappointment did not tantamount to oppression of minority

Onus to make out a case for passing winding up order was on the petitioners and they had failed to satisfy High Court that a case was made out in the light of eventualities mentioned in S. 305 of Companies Ordinance, 1984

Petition was dismissed in circumstances.

Options before court in a situation where civil suit was pending, were not limited to either disregarding earlier filed suit altogether (and ordering the company to be wound up even if by a conditional order) or to regard subsequent petition as abuse of process and dismissed it as filed only to put undue pressure on the company to pay or settle claim

Power conferred on court was discretionary and that discretion was to be exercised on the basis and in the light of equitable principles

Such required that all relevant factors be taken into consideration, given due weight and only then should the court decide on justice or injustice of granting remedy of winding up either absolutely or conditionally or refusing it altogether

Winding up petition was filed after such a prolonged period of institution of suit that a substantial portion of relevant debts would have become barred by limitation

In respect of such debts there had therefore, been such unreasonable delay as would amount to laches

No material change took place in intervening period, especially insofar as petitioner and company were concerned

Matters were same on the date when the petition was filed as they were on the date on which suit was instituted

Discretionary power of court ought therefore, to be exercised accordingly

High Court ordered to wind up respondent company subject to certain conditions

Petition was allowed accordingly.

Company had become "commercially insolvent" and was unable to pay its debts and its paid up capital had been completely wiped out

Even the remotest possibility of revival of the company did not exist and its further existence or continuance would only multiply its liabilities to detriment of its creditors and shareholders

Effect

Winding-up of the company had become inevitable and no objection was received from any quarter and statutory presumption as to commercial insolvency of the company was created

High Court appointed official assignee as Official Liquidator, who would take over complete charge and control of the affairs and assets of the company

High Court directed that official liquidator would perform all such duties and functions and exercise all such powers as were required under the law

Mills of the company were located in different districts in other province, therefore, official liquidator was authorized to seek assistance of such persons at those places as he might deem fit and proper in the best interest of creditors and shareholders and for expeditious winding-up of the company

Petition was allowed in circumstances.

Petitioner bank was a secured creditor and a part of its claim was disallowed by official liquidator but petitioner (bank) did not raise any objection at relevant time

Plea raised by petitioner (bank) was that its claim took precedence over that of all persons including the Revenue, claiming under S.405 of Companies Ordinance, 1984

Validity

Secured creditor, under the provisions of S.404 of Companies Ordinance, 1984 read with S.47 of Provincial Insolvency Act, 1920 was free to relinquish his security and such creditor could choose not to do so but once secured creditor did, then his position altered

Option that was earlier available to secured creditor (i.e. to realize his security by standing outside winding up), was no longer at hand

Position of secured creditor was relegated to that of any other creditor who had proved his debt before official liquidator, in accordance with relevant provisions

As security was relinquished, claim of Revenue must be accorded preference under S.405 of Companies Ordinance, 1984

High Court directed official liquidator to pay the amounts to Revenue out of withheld amount and if there was a balance remaining (whether on account of any accrued profit/mark up or otherwise) that was to be distributed amongst the company's creditors on the same terms as before

Application was disposed of accordingly.

Registered office of the company for the purpose of winding up of the same was one which had longest been the registered office of said company during last six months immediately preceding the presentation of the petition for winding up

Cause of action in the present case had accrued within the jurisdiction of High Court whose jurisdiction registered office of the company was situated

Court under S. 20(c), C.P.C. would only have the jurisdiction over the matters if the cause of action had arisen within the local limits of its jurisdiction

"Cause of action" as used in S. 20(c), C.P.C. with regard to jurisdiction of court would with regard to the facts or allegations giving rise to a claim leading to infringement of some right of a party and not to a notional or imaginary assertion in such context

Landing of machinery at the Port of Karachi would not infringe any right of the plaintiffs within the jurisdiction of the Court

If rights were infringed in entering into contract for the purchase of the machinery then such rights would be infringed at the place where the contract was entered i.e. within the jurisdiction of High Court where right was infringed

Plaintiffs could not create a cause of action by their own effort but same must be created by some act of the defendants

Company had entered into an agreement for purchase of machinery in Punjab where registered office of the same was situated and machinery was being imported which would arrive there via Port of Karachi

Machinery was to be installed and used at Multan (Punjab) within the jurisdiction of Lahore High Court

Defendants had not done anything that had breached or infringed rights of plaintiffs within the jurisdiction of Lahore High Court

Landing of consignment at Karachi Port and that too for its onward journey was not breach of any right

Plaintiffs had to make out a case that certain rights which were being enjoyed by them were declined and the alleged landing of consignment at Karachi for its onward destination would not constitute infringement of rights which they were enjoying

Plaint was returned in circumstances to the plaintiffs.

Petitioners who were legal heirs of deceased shareholder and director of respondent company, sought winding up of company on various grounds including that the shares of the deceased had not been transferred to the petitioners; that the respondents were siphoning funds from the company illegally and that assets of the company were being sold illegally

Validity

Petitioners admittedly claimed shareholding of 16.72% which had still not been transferred in their names and the petitioners had neither pleaded the case of winding up on allegation that the company was conducting its business in a manner oppressive to its members nor on this ground had the petitioners filed the winding up petition

Non-transfer of shares to the petitioners was not a ground available for winding up a company under S.305 of the Companies Ordinance, 1984; and said grievance of the petitioners was to be dealt with by Ss.79 & 152 of the Companies Ordinance, 1984

Petitioners had alleged that the company had stopped monthly disbursement according to a family arrangement with the petitioners and other shareholders

Said allegation could not be considered a ground of winding up the company especially since no other shareholder had come forward to support the allegation

In the present case, keeping in view the status of the petitioners, it could not be said that petitioners had been excluded from the management of the company and that there existed a state of deadlock or justifiable lack of confidence in the management of the company which may be treated as justifiable and equitable ground for dissolving the respondent company

Petitioners had further alleged that major assets of the respondent company had been sold out, however, the petitioners were neither shareholders nor on the Board of Directors and for claiming participation in the management of the company, it was necessary that the shares of their predecessor be first transferred in the petitioners' names

Books of account could also only be opened by the members/shareholders of the company, which the petitioner at present were not

Jurisdiction to wind up a company was circumscribed by limitation laid down by S.314 of the Companies Ordinance, 1984 and usually the discretion to wind up was to be exercised in extreme cases and the court in the first instance was to find ways and means to remedy the wrong and pass orders which were appropriate to regulate the conduct and affairs of the company

No case was therefore made out by the petitioners for winding up the company

High Court dismissed petition for winding up the respondent company with the direction that shares of the predecessor of the petitioners be transferred in the names of the petitioners under S.152 of the Companies Ordinance, 1984.

Petitioners were majority share holders and were aggrieved of ex parte order passed by High Court winding up of company in question

Validity

Even if irregularities and defects were regarded as essentially formal in nature, there was substantial injustice

Company on account of failure to serve it property, lost the opportunity to defend itself and was proceeded against ex parte in respect of matter that was literally life-and-death issue for a legal entity; question whether it should be wound up or not

Company was proceeded against ex parte, substantial injustice had also been caused to the majority shareholders, who had been condemned unheard, although Rule 28 of Companies (Court) Rules, 1997, made provision for notice, in appropriate circumstances, being given to them

Such injustice could not be remedied as the company itself had been ordered to be wound up

High Court recalled the order of winding up of the company, passed ex parte

Application was allowed accordingly.

Company which was a Member of Stock Exchange and registered with the Commission as a broker, through a letter informed the Commission about winding up of the company and closure of its offices registered with Stock Exchange

Commission conducted initial scrutiny of documents, record and contents of the winding up petition filed by the company, which had revealed that heavy amount of Rs.39.84 million was payable by the company to the investors

In view of the prima facie violation, non-compliances and pending investors claims against the company, the competent Authority ordered an inquiry under Ss.21 & 29 of Securities and Exchange Commission of Pakistan Act, 1997

Inquiry reports submitted by the Inquiry Officers had revealed that the company had submitted false and incorrect information/statements; and that company had failed to provide relevant record and information despite repeated directions

Chief Executive of the company during the course of inquiry proceedings, made incorrect and self-conflicting statements, and he even admitted that the documents required by the Enquiry Officers were in his custody

In view of the wilful default of the company and its Directors to provide information, failure to comply with the direction's of the Enquiry Officer, company had failed to comply with requirements of the Securities and Exchange Ordinance, 1969 and Rules made thereunder

Penalty of two million rupees was imposed on the company, in circumstances, payable jointly and severally by the company and its Directors

In addition, in view of the false and incorrect statements made by the Chief Executive on behalf of the company, a penalty of Rs. One Million was imposed on the Chief Executive of the company

Order accordingly.