The Eighth Schedule to the Companies Act, 2017 (see https://www.corporate-law.masss.com.pk/section/section-477-complaint-to-the-court-by-the-commission-registrar-member-or-creditor-in-case-of-certain-offences/) lists the offences for which a court may take cognizance only on a written complaint filed directly by the Commission (through its authorised officer or the registrar), or — for a company with share capital — by a member or members holding not less than 5% of the issued share capital, or a creditor or creditors with interest equivalent to not less than 5% of the issued share capital, or — for a company without share capital — any member or creditor entitled to petition for its winding up.

Section 477(1) makes this the exclusive route for the ten provisions below (contrast the ordinary route under https://www.corporate-law.masss.com.pk/section/section-489-application-of-fines-or-penalties/, where the Commission itself applies fines/penalties administratively for most other offences): a company may not use it to prosecute its own officers or employees, and a complaint under this section does not need the formal procedure otherwise required under section 38 of the Securities and Exchange Commission of Pakistan Act, 1997 — the court instead takes cognizance under Chapter XVI of the Code of Criminal Procedure, 1898. Section 477(2)–(3) excludes a company’s liquidator from this route for winding-up-related offences (the liquidator is not treated as an “officer” for this purpose).

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