Page 1 Free Powerpoint Templates Chapter # 04 The Court

Page 2 The Court Section 2(1) defines the ‘court as the court having jurisdiction under the companies’ ordinance, 1984 Section 7 of the ordinance specifies that the court having jurisdiction under the ordinance shall be the high court having jurisdiction in the place at which the registered office of the company is situated. However, the federal government may empower any civil court to exercises all or any of the jurisdictions conferred upon the curt by the companies’ ordinance, Under such circumstances the court shall be the under whose territorial jurisdiction the registered office of the company is situated. Where a company is being wound up the registered office for the purpose of winding-up shall mean the place which has the longest been the registered office of the company during the six months immediately before the filling of petition for winding-up.

Page 3 Constitution of the Company Banches Constitution of the Company Banches The chief justice of each high court is empowered too constitute one or more benches in each high court to exercise the jurisdiction vested by the companies ordinance These benches are known as company benches. At least one company bench must be constituted in each high court.

Page 4 Matters requiring confirmation or sanction of the court Matters requiring confirmation or sanction of the court 1)Confirm the reduction of share capital [96& 97] 2)Order to include word “and reduced” as part of name of a company reducing its capital. 3)Settle the list of creditors entitled to object the reduction of capital. 4)Dispense with consent of creditor on security given for his debt 5)Approval of the minutes with respect to the alteration of share capital. 6)Require a company to publish reason of reduction of capital for information to public. 7)Settlement of the list of persons liable to contribute in case of a winding-up of a company.

Page 5 Matters requiring confirmation or sanction of the court Matters requiring confirmation or sanction of the court 8)Cancellation of the resolution varying the shareholders’ rights. 9)Staying a suit and all proceedings relating to the suit. 10)Approval of the manner of calling the meeting for the purpose of approving the benefits to the trustees. 11)Fixation of the rights and remuneration of the receiver or manager arising in connection with the performance of his function. 12)Variation of the rights and remuneration of the receiver or manager. 13)Filing of statutory report after the register of debenture holders. 14)Filling of statutory report after the expiry the stipulated period instead of initiating the winding-up of the company 15)Declaration of the election of all or any of the directors as invalid

Page 6 Matters requiring confirmation or sanction of the court Matters requiring confirmation or sanction of the court 16)Declaring a director to be lacking of fiduciary behavior. 17)Search and seizure of books and papers by registrar. 18)Removal of director chief executive managing agent etc of the company (on an application of SECP) 19)Payment of compensation for annulment or modification of a contract with a director, chief executive managing agent, etc of the company. 20)Sanction of the compromise or arrangement made by creditors and members. 21)Winding-up if the compromise or arrangements under section 284 is not workable, with or without any modification therein. 22)Amalgamation of the company 23)Winding-up

Page 7 Procedure of the Court The court is required by law to dispose of the petitions and announce its final judgment as expeditiously as possible. The judgment shall be announced within ninety (90) days of the date of presentation of petition or application to the court. The court is further required to hear the case from day-to-day. However under the extraordinary circumstances the court may adjourn the hearing. The following conditions shall be satisfied for adjournment of the hearing: 1)There exist some extraordinary circumstances; 2)There is sufficient cause of adjournment 3)The circumstances and causes shall be recorded in the proceedings of the court while adjourning the hearing; 4)The court cannot adjourn the hearing for more than fourteen (14) days at one time; and 5)The total adjournment should not be more than thirty days in all The court is required to follow the summary procedure while exercising its jurisdiction under the companies’ ordinance, 1984

Page 8 Appeal against order of the Court Any person who is not satisfied with any of the orders judgment announced by the court may file an appeal before the supreme court of Pakistan in the same manner and subject to the same conditions as are applicable to an appeal against the orders of the high court. However if the decision of the court relates to the winding-up of company not having share capital or a company having a paid-up of a capital less than rupees one million then the appeal before the supreme court shall lie only if the supreme court grants permission for such appeal.

Page 9 Reference by Federal Government or SECP The federal government or the SECP may make a reference to the court on any question or matter having special significance requiring orders, determination or action concerning the affairs of the company or any action of any of its officers (including an auditor, liquidator or agent of the company). The court may make such order, as it may deem just and equitable under the circumstances. Making of a reference as above shall be without prejudice to the powers. Jurisdiction and authority exercisable by federal government or SECP under the companies act ordinance 1984.

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