Citation Name : 2007 CLD 613 SECURITIES-AND-EXCHANGE-

COMMISSION-OF-PAKISTAN
Side Appellant : Mian MUHAMMAD ILYAS MEHRAJ
Side Opponent : COMMISSIONER (SECURITIES MARKET DIVISION)
---Ss. 4, 21 & 24---Securities and Exchange Commission of Pakistan Act (XLII of
1997), S.33--Acquiring shares of company in violation of Listed-Companies
(Substantial Acquisition Voting Shares and Takeovers) Ordinance, 2002---
Complaint---Report of Inquiry Committee-Appeal--Date was fixed for holding
Annual General Meeting, agenda of which included election of directors of the
company, but one day before said meeting, board of directors of the company
postponed Annual General Meeting---Company stated that majority
shareholders had requested for postponement of Annual General Meeting as five
nominees who had informed their intention to contest the election of directors
had acquired 39% shares of Company in violation of Listed-Companies
(Substantial Acquisition of Voting Shares and Takeovers) Ordinance, 2002---
Management lodged two complaints with Securities Market Division of the
Commission against alleged acquisition of 39% shares of the company---
Commission, in response to said complaints, appointed an Inquiry Committee to
inquire whether or not there had been a violation of law---Inquiry Committee
after holding inquiry submitted report rejecting allegation made by
complainant/appellants found that respondents had not acquired more than
10% shares of the company and there was no violation of Takeovers Law---
Commissioner (Securities Market Division), exercising powers of Commission
under Takeovers Law, rejected objections raised by appellants .and request of
appellants for a personal hearing was also rejected--Appellants had alleged that
by not providing them enquiry report and denying them opportunity of hearing,
they had been-deprived of their right to represent against findings of enquiry---
Validity--Appellants should have been given an opportunity by the Commission
to present their grievance against the findings of Inquiry Committee---Inquiry
order had revealed that even written objections filed by appellants/complainant
were not considered and discussed in impugned order---Unless there were good
reasons for such omission, Inquiry Report should have been provided to
concerned parties-Though no mala fide was found on part of Securities Market
Division in not providing Inquiry Report, case was remanded to Commissioner
for fresh proceedings--Parties were to be given an opportunity to personally
present their case against findings of Inquiry Committee.

Citation Name : 2006 CLD 326 SECURITIES-AND-EXCHANGE-

COMMISSION-OF-PAKISTAN
Side Appellant : Lt.-General (Retd.) ALI KULI KHAN KHATTAK
Side Opponent : COMMISSIONER (CLD) SEC
---Ss. 178, 179, 184, 186, 472, 476 & 495---Securities and Exchange Commission of
Pakistan Act (XLII of 1997), S.33---Securities and Exchange Commission of
Pakistan (Appellate Bench Procedure) Rules, 2003, R.3---Complaint against
irregularities committed in election of board of directors of Company---
Appellants who claimed to be shareholders of the Company had filed complaint
before Securities and Exchange Commission alleging that appellants were denied
the opportunity to exercise their legitimate voting rights in election ; that despite
holding 14 per cent shares in the company, none of their representatives was
elected in the board and that management of the Company with a view to deny
the right of complainants/appellants to participate in the election of directors of
company, was holding election six months prior to the expiry of the terms of
existing directors ---Prior to election , complainants/ appellants delivered to the
Company notices of their intention to contest election , but said notices were
rejected by the company as invalid on the ground that the notices were issued by
appellants under wrong provision of Companies Ordinance, 1984---Complainant
whose notices were rejected and were not allowed to contest election filed
appeal before Securities and Exchange Commission---Commissioner found that
mention of wrong provision of Ordinance did not vitiate notices to the Company
and same could not have been rejected on such technical ground by the
Company, but despite that Commissioner did not interfere in the matter holding
that considerable period had passed since election of directors and that power to
declare election of directors invalid, rested with the High Court---Appellants
aggrieved by impugned order passed by Commissioner had filed present appeal
before the Appellate Bench of the Commission which was in time---Regarding
issue of legality of holding election six months prior to expiry of tenure of
directors , appellants could not point towards any provision of law which barred
the same---Commissioner had rightly found that management should not have
rejected notices of intention of appellants to contest election merely for
mentioning wrong provision of the Ordinance---of ficers of the Company who
were responsible for rejection of notices of appellants, had been penalized for
violating provisions of S.178 of Companies Ordinance, 1984---Commissioner,
however, had rightly observed that power to declare election of directors in
question lay with the High Court under S.179 of Companies Ordinance, 1984---
Even if Commission had come to the conclusion that there was a material
irregularity in holding disputed election , Commission would have no authority
to declare election invalid---Appellants should have sought their relief from the
High Court.

Citation Name : 2005 SCMR 318 SUPREME-COURT

Side Appellant : ADAMJEE INSURANCE COMPANY LIMITED
Side Opponent : MUSLIM COMMERCIAL BANK LIMITED
--S. 178---Banking Companies Ordinance (LVII of 1962) S.23--Insurance
Ordinance (XXXIX of 2000), S.67---Specific Relief Act (I of 1877), Ss.42 & 54---
Civil Procedure Code (V of 1908), O.XXXIX, Rr.l & 2---Constitution of Pakistan
(1973), Art.185(3)---Interim injunction, grant of ---election of board of directors
---Defendant-Bank having a share of 29.37 % in plaintiff-Company was not
satisfied with the management of plaintiff-Company---Defendant-Bank had been
making necessary declaration and other reports to Securities and Exchange
Commission of Pakistan and to State Bank of Pakistan as required by taw---Term
of of fice of the directors . of plaintiff-Company had already expired but they
continued to occupy their of fice---Defendant-Bank had participated in meetings
of plaintiff-Company through its nominee without any protest by the plaintiff---
Company Judge, in suit filed by plaintiff, in exercise of original civil jurisdiction,
passed interim injunction restraining the defendants from exercising their rights
to seek election for them on the board of directors of the plaintiff-Company---
High Court in exercise of appellate jurisdiction set aside the injunction order---
Validity---Balance of convenience would lie in holding election s of directors of
plaintiff-Company as required by the provisions of 5.178 of Companies
Ordinance, 1984---Plaintiff company was found to have sustained huge losses
with the result that it had to wind up its business in foreign countries---
Defendants had validly and lawfully acquired the shares and they could not be
restrained from exercising their voting and other rights as shareholders and from
taking part in the affairs of the plaintiff-Company---Defendant-Bank did not
have controlling interest in the plaintiff-Company and it did not have such
shareholding which could make it more powerful than all other shareholders, to
control the course of general meeting of plaintiff-Company---Judgment of High
Court .was just and fair which did not suffer from any legal infirmity so as to
warrant interference by Supreme Court---Order passed by High Court under its
original jurisdiction did not take the correct view of the matter and had resulted
in usurpation of the of fice of directors of plaintiff-Company by such persons
whose term had already expired thereby depriving the shareholders to exercise
their vested rights in accordance with law---Plaintiff-Company had failed to
make out a prima facie case in its favour and was not able to satisfy the other
essential ingredients such as balance of convenience and irreparable loss so as to
entitle them to grant of temporary injunction---Leave to appeal was refused.

Citation Name : 2005 CLD 224 SUPREME-COURT

Side Appellant : ADAMJEE INUSRANCE COMPANY LIMITED
Side Opponent : MUSLIM COMMERCIAL BANK LIMITED
----S.178---Banking Companies Ordinance (LVII of 1962), S.23---Insurance
Ordinance (XXXIX of 2000), S. 67---Specific Relief Act (1 of 18771. Ss. 42 & 54---
Civil Procedure Code (V of 1908), O.XXXIX, Rr.1 & 2---Constitution of Pakistan
(1973), Art.185(3)---Interim injunction grant of ---election of board of directors
---Defendant-Bank having a share of 29.37% in plaintiff company was not
satisfied with the management of plaintiff company---Defendant-Bank had been
making necessary declaration and other reports to Securities and Exchange
Commission of Pakistan and to State Bank of Pakistan as required by law---Term
of of fice of the directors of plaintiff company had already expired but they
continued to occupy their of fice---Defendant-Bank had participated in meetings
of plaintiff company through its nominee without any protest by the plaintiff
company Judge in suit filed by plaintiff in High Court, in exercise of original
civil jurisdiction, passed interim injunction restraining the defendants from
exercising their rights to seek election for them on the board of directors of the
plaintiff company--High Court in exercise of appellate jurisdiction set aside the
injunction order---Validity---Balance of convenience would lie in holding
election s of directors of plaintiff company as required by the provisions of S.178
of Companies Ordinance, 1984---Plaintiff company was found to have sustained
huge losses with the result that it had to wind up its business in foreign
countries---Defendants had validly and lawfully acquired the shares and they
could not be restrained from exercising their voting and other rights as share-
holders and from taking part in the affairs of the plaintiff company---Defendant-
Bank did not have controlling interest in the plaintiff company and it did not
have such share-holding which could make it more powerful than all other
share-holders, to control the course of general meeting of plaintiff company---
Judgment of High Court was just and fair which did not suffer from any legal
infirmity so as to warrant interference by Supreme Court---Order passed by High
Court under its original jurisdiction did not take the correct view of the matter
and had resulted in usurpation of the of fice of directors of plaintiff company by
such persons whose term had already expired thereby depriving the share-
holders to exercise their vested rights in accordance with law---Plaintiff company
had failed to make out a prima facie case in its favour and was not able to satisfy
the other essential ingredients such as balance of convenience and irreparable
loss so as to entitle them to grant of temporary injunction---Leave to appeal was
refused.

Citation Name : 2005 CLD 224 SUPREME-COURT

Side Appellant : ADAMJEE INUSRANCE COMPANY LIMITED and others
Side Opponent : MUSLIM COMMERCIAL BANK LIMITED and others
-----S.178---Banking Companies Ordinance (LVII of 1962), S.23---Insurance
Ordinance (XXXIX of 2000), S. 67---Specific Relief Act (1 of 18771. Ss. 42 & 54---
Civil Procedure Code (V of 1908), O.XXXIX, Rr.1 & 2---Constitution of Pakistan
(1973), Art.185(3)---Interim injunction grant of ---election of board of directors
---Defendant-Bank having a share of 29.37% in plaintiff company was not
satisfied with the management of plaintiff company---Defendant-Bank had been
making necessary declaration and other reports to Securities and Exchange
Commission of Pakistan and to State Bank of Pakistan as required by law---Term
of of fice of the directors of plaintiff company had already expired but they
continued to occupy their of fice---

Citation Name : 2005 CLD 1372 LAHORE-HIGH-COURT-LAHORE

Side Appellant : BILAL YAMEEN
Side Opponent : SECRETARY, CO-OPERATIVES, GOVERNMENT OF
PUNJAB, LAHORE
---Byelaw No.34---Banking Companies Ordinance (LVII of 1962), Ss.5(1) & 41---
State Bank of Pakistan Act (XXXIII of 1956), S.37---Constitution of Pakistan
(1973), Art. 199---Constitutional petition---Bank was in a state of financial
distress and was surviving upon roll-overs by the State Bank of Pakistan given
upon the financial guarantee furnished by the Provincial Government---
Withdrawal of extended period of tenure of the board of directors of the Pun jab
Provincial Co-operative Bank Ltd. by the Registrar, Co-operatives, specially to
facilitate the restructuring in compliance of the directions of the Government of
the Punjab and State Bank of Pakistan---Contention of the petitioners (directors )
was that Registrar Co-operatives did not have power to retract the extension
granted to the petitioners and, therefore, the impugned order was alleged to be
arbitrary, unlawful and passed without lawful authority ---Petitioners further
pointed out that the Provincial Government had no equity in the Bank but it was
nevertheless developing a strategy for restructuring of the Bank whereas it had
no right to interfere in the Bank's affairs---Validity---State Bank of Pakistan was
the principal regulator of all financial institutions in the country---Unless the
mandate and requirements prescribed by the State Bank of Pakistan were met,
the Bank would face threat of its de-Scheduling by the State Bank of Pakistan
which action would mean the closure of the banking services and business of the
Bank---Steps recommended by the State Bank of Pakistan represented careful
deliberations which must be adopted, with or without modifications as were
approved by the State Bank of Pakistan, in order to save the Bank, which was the
objective of the order of the Registrar of Co-operatives---Financial exposure of
the Provincial Government as a guarantor of the borrowings made by the Bank,
left no doubt that by virtue of its obligation as surety, the Provincial Government
was the only entity accountable for performance of financial obligations of the
Bank and therefore, had a direct interest in its sound financial health and hence
restructuring and revival---Petitioners, by their present status were not even
representative of the membership body of the Bank; they were merely
transitional caretakers continuing for administrative convenience at the grace
and pleasure of the Provincial Government and extension in their time in of fice
conferred no vested right---Extension. was therefore, revocable and could be
terminated without facing any bar or estoppel or locus poenitentiae---Any action
taken by the Provincial Government in tandem with State Bank of Pakistan in
this behalf, could not be faulted either on the ground of jurisdiction and
authority or on the basis of motives and mala fides---No reason or material being
available on record to disagree with the object of the impugned action of the
Registrar of Co-operatives, High Court declined interference---High Court,
however observed that the restructuring proposals for the Bank that were finally
formulated in consultation with the State Bank of Pakistan must contain
provisions to safeguard the interest of the equity holding Co-operative Societies
that were members of the Bank, which would not mean that the criteria of
competence, integrity and prof essional accomplishment could not be laid down
as qualifications for the of fice of directors of the Bank as appeared to be
intended by the impugned order and it would make good sense if such
qualifications were spelled out and implemented through election s at the
earliest so that competent input and consultation might be rendered on behalf of
the equity holders with respect of the restructuring proposals---Principles.

Citation Name : 2004 CLD 123 KARACHI-HIGH-COURT-SINDH

Side Appellant : METRO MANAGEMENT (PVT.) LTD.
Side Opponent : PRIVATIZATION COMMISSION OF PAKISTAN
----Ss.86 & 87---Civil Procedure Code (V of 1908), O.XXXIX, Rr. 1 & 2---Law
Reforms Ordinance (XII of 1972), S.3---High Court appeal---Application under
O.XXXIX, Rr.1 & 2, C. P. C: for grant of injunction in a suit for declaration,
cancellation, permanent injunction and specific performance of agreement for
sale of shares---Crux of the plaintiffs case was that the lenders were selling
73.50% shares by calling bids through press advertisements; and such shares
included 50.63% shares purchased by the plaintiff from the original buyer which
had not yet been transferred in the name of the plaintiff---Record showed that all
the actions were taken when the directors nominated by the plaintiff were on the
board of the company including the person authorised to file the present suit---
Plaintifs assertions that the shares which were subject-matter of the Original
Agreement and Novation Agreement were part of the shares being sold by the
lenders was patently false and that the plaintiff had right of first refusal for the
purchase of shares being sold by the lenders, appeared to be equally baseless---
Memorandum of Understanding, as claimed, had not given any such rights to
the plaintiff who, in any case, was not a party to the said Memorandum--Shares,
subject-matter of the Original Agreement and Novation Agreement, having not
been transferred in the name of the plaintiff; assertion of plaintiff that the lenders
could not sell the shares without first of fering the same to it was misconceived---
Plaintiffs claim that it was ready to operate the company and to improve the bid
also appeared to be illusory in view of its own conduct in the past---Plaintiffs
nominee directors voluntarily withdrew their nominations from the election of
the company and had never shown any interest in the affairs of the company
thereafter---No possibility existed that the plaintiff could run the affairs of the
company even if the shares, subject-matter of the Original Agreement and the
Novation Agreement, were transferred to it as the same would only constitute a
small minority in the currently paid-up capital of the company ---Plaintiff had
not brought anything to show that the shares in favour of the lenders were not
issued in accordance with the provisions of the Companies Ordinance, 1984 nor
the plaintiff appeared to have initiated any action under the Companies
Ordinance, 1984--Provision of S.86 of the Companies Ordinance, 1984 allowed
the issuance of shares without issuance of right shares subject to certain
conditions, similarly S.87 of the said Ordinance also allowed the issuance of
share in lieu of the outstanding debts--Plaintiff; in the circumstances, had
deliberately attempted to cause a false impression that it owned more than 50%
shares of the Company and the shares being sold by lenders included such
shares---Plaintiff had failed to make out a prima facie case of commission of any
mala fide act with malice or illegality in enhancement of the authorised capital of
the Company and issuance of shares to the Bank by conversion of the
outstanding balance of equity---Such conduct of the plaintiff alone would
disentitle it from obtaining any equitable relief --- Injunction application was
rightly dismissed by the Court in circumstances.

Citation Name : 2003 CLD 463 KARACHI-HIGH-COURT-SINDH

Side Appellant : ADAMJEE INSURANCE COMPANY LIMITED
Side Opponent : MUSLIM COMMERCIAL BANK LIMITED, ISLAMABAD
Specific Relief Act 1877 ----Ss.42, 54 & 55---Civil Procedure Code (V of 1908), S.9--
Banking Companies Ordinance (LVII of 1962), Ss.5(b), 7 & 23---Insurance Act (IV
of 1938), S.35---Insurance Ordinance (XXXIX of 2000), S.67---Suit for declaration
and injunction--Temporary injunction, prayer for---Acquisition of majority
shares of Insurance Company (plaintiff) by Banking company (defendants) in
violation of law and public policy Suit by plaintiff against defendants for
declaring their such act as illegal and for restraining them from exercising right
of voting at shareholders'meeting or seeking election as directors on board of
plaintiff and receiving benefit etc.--Prayer for interim relief to such effect---
Validity---Principal business of Banking Company was to transact "Banking
business" as per S.5(b) of Banking Companies Ordinance, 1962---Prima facie
Banking Company could not hold share more than 3096 of paid-up capital in
terms of S.23 of Banking Companies Ordinance, 1962, whereas shares in
Insurance Company had been acquired against provisions of S.35 of Insurance
Act, 1938---Banking Company had admittedly . acquired controlling shares in
Insurance Company against the mandate of law, which prima facie appeared to
be a bid to take-over Insurance Company through back door and amounted to
"hostile take-over"--election of directors of Insurance Company was due to be
held in near future---Right to elect directors , participate in management through
elected representatives, to table and vote on resolution at a meeting of company
and right to earn dividends and prof its of shares were valuable rights, which
were attached to any share---Application under O.XXXIX, Rr.1 & 2, C.P.C., was
allowed in circumstances.

Citation Name : 1999 CLC 1989 KARACHI-HIGH-COURT-SINDH

Side Appellant : HINA EXPORT COMPANY (PVT.) LTD.
Side Opponent : ZAHID ALI
Companies Ordinance 1984 Ss. 50(2), 73, 159(7), 178, 179 & 187(41---Civil
Procedure Code (V of 1908), O.XXXIX, Rr.l & 2---Specific Relief Act (I of 1877),
Ss.42 & 54---Suit for declaration and permanent injunction---Interim injunction
---Entitlement--Plaintiff/petitioner had prayed in his suit that election of
directors of defendant Company which was held in violation of provisions of
Companies Ordinance, 1984, should be declared illegal---Plaintiff had also filed
petition for grant of interim injunction to the effect that defendant/respondent
be restrained from holding meeting of board of directors or to forth any
Committee of directors during pendency of suit---Evidence on record had
established that noncompliance of statutory provisions as well as violation of
Articles of Association of the Company existed in matter of .election of directors
as alleged by plaintiff/petitioner---Prima facie, function of Court was to ensure
smooth and effective running of a company and at the same time not to permit
any member, Director or even a shareholder to violate any provisions of
Memorandum and Articles of Association or provisions of Companies
Ordinance, 1984--Plaintiff/petitioner had successfully established a good prima
facie case for grant of interim injunction---Other two ingredients namely
suffering of irreparable loss and injury and balance of convenience were also
present in plaintiff/petitioner's favour---Interim injunction was granted to
plaintiff/petitioner, in circumstances, till final decision of the case.

Citation Name : 1997 PLD 432 KARACHI-HIGH-COURT-SINDH

Side Appellant : NAVEED TEXTILE MILLS LTD.
Side Opponent : CENTRAL COTTON MILLS LTD.
Companies Ordinance 1984 S. 177---Retiring directors continuing beyond their
term ---Validity--Retiring directors would continue to perform their functions
beyond prescribed term till such time as new board of directors was inducted---
Corresponding requirement to hold election s, without necessary delay, and
intimation to Registrar of impediments if any, would not ipso facto detract from
enabling postulation---Necessary legal inference, therefore, would be that if
retiring directors could. continue beyond their terms, so does Chairman---There
being good deal of acrimony between parties and fair dispensation being crying
need of situation, High Coii'tt in its own discretion allowed of ficial Assignee not
only to supervise but to preside over forthcoming Annual General Meeting of
the Company

Citation Name : 1995 SCMR 1053 SUPREME-COURT

Side Appellant : FEDERATION OF PAKISTAN
Side Opponent : ABDUL RASHID
Constitution of Pakistan 1973 Art. 212(3)---Promotion---Entitlement to specified
post---Such post was to be filled in 100 per cent. by promotion from amongst
directors of Establishment and failing that, either by initial appointment or by
transfer--- Civil servant who was serving in the department was entitled to be
promoted to specified post but he was not considered and an outsider was
brought in for the post---Service Tribunal while accepting civil servant's appeal
directed that his case be considered for promotion on merit-cum-seniority basis
and that he was eligible for promotion under the rules---Validity---Post in
question in first instance was to be filled by promotion---Resort to other methods
of recruitment, viz. direct recruitment and , induction of an outsider by transfer
could only be made if no of ficer in the department was eligible and qualified for
promotion---Authority had not denied that civil servant was eligible for
promotion---Authority had no option to induct any of ficer from outside by
means of transfer without first considering civil servant for promotion to the
post in question which admittedly was not done---Judgment of Service Tribunal
directing Authority to place case of civil servant before appropriate Selection
board for consideration for promotion was not open to any exception---Such
matter, even otherwise, did not involve any substantial question of law of public
importance warranting grant of leave to appeal---Leave to appeal was refused in
circumstances.

Citation Name : 1987 MLD 3078 KARACHI-HIGH-COURT-SINDH

Side Appellant : Mst. ZARINA AMIR
Side Opponent : Mst. NASEEM BEGUM
Evacuee Property and Displaced Persons Laws (Repeal) Act 1975 ---Ss.68 & 62--
Houses of Parliament and Provincial Assemblies (election ) Order (5 of 1977),
Arts. 11(2) & 10 (2) (b) (8)-Companies Ordinance (XLVII of 1984), Sched.I--
Companies Act (VII of 1913), S.87--Disqualification for membership of Provincial
Assembly-election respondent challenged on ground of his being contractor
with various Government Departments on date of filing nomination papers-
Respondent's stance in contesting the petition was that he did not as a contractor
in his individual capacity; was initially a partner the firm but was later Managing
Director of same concern having been converted into a limited company; having
transferred all his shares therein on 26-12-1984 as also resigned from the
directors hip from that very date, and thus he was no more subject to incidence
of disqualification--Transfer of shares made by him having been approved by
board of directors on 29-12-1984 and accepted on 30-12-1984, by which date,
according to the respondent he had removed the so-called disqualification--
Transfer of shares although not backed by "previous permission" as required by
Articles of Association of Company, board of directors had approved it and
such approval apparently being post facto would have effect of making transfer
valid at least from date of approval--Fact that transfer of shares did not conform
to requirements of Articles of Association read with Sched. to Companies
Ordinance, 1984 which were mere formalities would not go to the root of
transfer--Mere fact that transfer of shares was taking place between father and
son would not necessarily make it sham--Approval of board of directors
removed all possible misgivings about it and it being a domestic affair no
outsider could possibly have any serious objection--Respondent and his
witnesses were cross examined at length but nothing tangible was brought to
limelight to show if resignation was spurious or the transfer of shares was in any
way untenable--Shares belonging to respondent having stood transferred to his
son with approval of board of directors , there was nothing left for him in the
assets of Companies --Dividends accruing from post transactions, held, would
not constitute shares were merely a loan payable by the Company to the
respondent and did not partake a disqualification under Art.10(2)(b)(8) of Order
5 of 197.

Citation Name : 1987 CLC 1943 KARACHI-HIGH-COURT-SINDH

Side Appellant : MUHAMMAD ANWAR MANOO
Side Opponent : MUHAMMAD WAQAR MONNOO
Companies Ordinance 1984 Ss. 152, 170, 290 & 291--Annual general meeting of
Company and election of board of directors --Scope of proceedings before Court
in respect thereof is limited only for ordering of holding of annual general
meeting of Company--Dispute arising between parties with regard to title to
shares, held, being a triable issue, could not be resolved in said proceedings--
Court issuing order for holding annual general meeting of Company with
direction that only such person would be entitled to vote whose name appeared
in the Register maintained by the Company.

Citation Name : 1987 MLD 2511 ELECTION-TRIBUNAL-PUNJAB

Side Appellant : SULTAN MUHAMMAD SALAH-UD-DIN
Side Opponent : GHULAM RASOOL
Representation of the People Act 1976 ---Ss.68 & 62--Houses of Parliament and
Provincial Assemblies (election) Order (5 of 1977), Arts. 11(2) & 10 (2) (b) (8)-
Companies Ordinance (XLVII of 1984), Sched.I--Companies Act (VII of 1913),
S.87--Disqualification for membership of Provincial Assembly-election
respondent challenged on ground of his being contractor with various
Government Departments on date of filing nomination papers-Respondent's
stance in contesting the petition was that he did not as a contractor in his
individual capacity; was initially a partner the firm but was later Managing
Director of same concern having been converted into a limited company; having
transferred all his shares therein on 26-12-1984 as also resigned from the
directors hip from that very date, and thus he was no more subject to incidence
of disqualification--Transfer of shares made by him having been approved by
board of directors on 29-12-1984 and accepted on 30-12-1984, by which date,
according to the respondent he had removed the so-called disqualification--
Transfer of shares although not backed by "previous permission" as required by
Articles of Association of Company, board of directors had approved it and
such approval apparently being post facto would have effect of making transfer
valid at least from date of approval--Fact that transfer of shares did not conform
to requirements of Articles of Association read with Sched. to Companies
Ordinance, 1984 which were mere formalities would not go to the root of
transfer--Mere fact that transfer of shares was taking place between father and
son would not necessarily make it sham--Approval of board of directors
removed all possible misgivings about it and it being a domestic affair no
outsider could possibly have any serious objection--Respondent and his
witnesses were cross examined at length but nothing tangible was brought to
limelight to show if resignation was spurious or the transfer of shares was in any
way untenable--Shares belonging to respondent having stood transferred to his
son with approval of board of directors , there was nothing left for him in the
assets of Companies --Dividends accruing from post transactions, held, would
not constitute shares were merely a loan payable by the Company to the
respondent and did not partake a disqualification under Art.10(2)(b)(8) of Order
5 of 197.

Citation Name : 1987 MLD 2729 ELECTION-COMMISSION-OF-PAKISTAN

Side Appellant : Syed KAZIM ALI SHAH
Side Opponent : Chaudhry EJAZ AHMAD
Representation of the People Act 1976 ---Ss.52, 62, 68(1)(b) & 69--Houses of
Parliament and Provincial Assemblies (election s) Order (5 of 1977), Art.10(2)(b)
(8)--Companies Ordinance (XLVII of 1984),Ss.76(1), 160 & 173--election petition-
election of respondent challenged on ground that he being, on nomination day,
Managing Director of a contracting company dealing with Irrigation Department
of Provincial Government in many subsisting contracts and holding major shares
of the company, was disqualified to be a member of National Assembly--
Respondent denying to suffer from alleged disqualification and pleading that he
had transferred all his shares in the said company in favour of his wife and was
replaced as Managing Director by another person in Annual General Meeting of
shareholders and transfer of shares having been intimated to Registrar of
Companies and the Bank in Forms XII and E well in time, he was left with no
more interest in the Company on date of filing nomination papers--Contention
of petitioner's counsel that by relying on (i) Transfer Deed (Form); (ii) minutes of
meetings of board of directors and shareholders in which impugned transfer of
shares was approved; (iii) Forms XII & E; (iv) Press advertisement and letter
issued to Bank notifying transfer of shares, onus shifting on respondent had not
been squarely discharged in that entries from Register of Share Transfers or
Members of Company or scrips had not been produced--Entries made in
Register of share transfers, Members of company and scrips being consequential
in character, minutes of their meetings constituted original record which would
suffice to establish that certain shares stood transferred in favour of a particular
transferee--Respondent summoning original documents and also producing
copies thereof which were presumed to compare with originals--New Managing
Director, replacing respondent, categorically stating in his affidavit that transfer
of shares by respondent in favour of his wife was approved in the meeting of
board of directors -Affidavit of Managing Director constituted his examination-
in-chief and he was not put any question in cross-examination to doubt
authenticity or veracity of proceedings of meetings--Held, minutes, therefore,
stood substantially proved in accordance with law of evidence prescribed in that
behalf by election Commission--Objection with regard to non-payment of filing
fee for Form XII found to be without any substance--Registration of a transfer by
the company implies that stamp duty was paid--Change effected by transfer
being sufficiently denoted in-Forms XII & E and borne by minutes of meetings of
the board , non-production of scrips would not reduce - evidentiary value of
documents already placed upon record--board of directors having taken transfer
of shares by respondent in favour of his wife to be a genuine transaction, transfer
was conclusive as per Articles of Association of the company--Petition
dismissed.

Citation Name : 1965 PLD 201 SUPREME-COURT

Side Appellant : DEPUTY MANAGING DIRECTOR, NATIONAL BANK OF
PAKISTAN
Side Opponent : ATAUL HUQ
National Bank of Pakistan Ordinance 1949 Ss. 3, 11 & 14-Bank a "body corporate
with perpetual succession Decision of election Appeal Committee, constituted
under Bye-law 16 (ii), election Bye-laws of the National Bank of Pakistan, setting
aside election of a Director from East Pakistan to Bank's Central board
-Committee, held, becomes funetus of ficio after giving its decision -Petition for
writ in East Pakistan High Court questioning such decision---Parties impleaded
as respondents not including "National Bank of Pakistan" "with its head of fice at
Karachi", but other authorities of Bank at Dacca or authorities at Karachi through
Deputy Managing Director at Dacca, presumably to give jurisdiction to High
Court of East Pakistan to entertain petition - Writ of certiorari sought, held,
could not have been issued by East Pakistan High Court, Karachi being outside
territorial jurisdiction of East Pakistan High Court at Dacca-Constitution of
Pakistan (1962), Art. 98(2)-"Local authority"-Bank not such "authority" "Local
authority" means "authority entrusted with administration of a local fund"-Writ
re-called-election Bye-laws of the National Bank of Pakistan, Bye-law 16 (ii)-
(Quaere): Whether representative of a Society casting votes of Society at election
of directors to Bank's Central board can cast Society's votes for a person not
nominated by Society for the purpose.