ROHAIL HASHMI and others vs NABEEL HASHMI and others

' The petitioners claim to be shareholders of more than 20% of the total issued capital of Rs,50 lacs in Messrs Theromosole Industries (Pvt.) Limited. However, it is the case of the respondent that the said Company incorporated on 30th May, 1985 was necessarily a family concern headed by late Syed Quwwat All Shah. They claim that after his death in the month of February, 1995 the parties on the efforts of their mother arranged a settlement through which the petitioners sold their shareholding in favour of the respondents. Further that in order to formalize the settlement the petitioner No,1 filed a suit which was later on withdrawn as compromised. In support a copy of an order of Civil Court at Lahore, dated 30-9-1997 is relied upon. In that order the learned Civil Court in absence of the plaintiff dismissed the suit for lack of prosecution after the defendants produced a copy of the compromise which was alleged to have been entered into between the parties in the form of an arbitration award dated 2-10-1997. For the respondents it is also claimed that civil litigation with regard to genuineness of the aforesaid award and the consequent settlement of properties including the shares of the aforesaid Private Limited Company is still a subject-matter before the Civil Court at Lahore.

2. On the other hand, it is the case of the petitioners that the aforesaid document statedly witnessing transfer of shares from them in favour of the respondents is a result of fraud and fabrication inasmuch as on these dates they were not even present in Pakistan. Therefore, the filing of statutory returns with the Registrar of Companies indicating transferred shares as well as resignation of the petitioners from the directorship of the said Company is denied.

3. After hearing the learned counsel for the parties on the preliminary objection raised by the respondents I am persuaded to agree that the disputed questions of fact as to the genuineness of the aforesaid documents cannot be resolved in summary jurisdiction. The reliance of the learned counsel for the respondents in re: Zakir Latif Ansari and others v. Pakistan Industrial Promoters Limited and others (1988 CLC 1541), re: Bhai Aziz-ur-Rehman and others v. Messrs Ghafur Textile Mills Limited, Karachi and others 1987 CLC 577 and re: Sheikh Mushtaq Ahmad v. Shaukat Soap Factory and others (1987 CLC 2079) is pertinent and relevant. In the last-mentioned case Mr. Khalil-ur- Rehman Khan, J. As his Lordship then was, while refusing to interfere on a petition under section 152 of the Companies Ordinance observed that the jurisdiction of the High Court in Company matters being summary in nature it could not be allowed to be invoked for resolution of disputes of complicated nature necessitating regular trial. In re: Bhai Aziz-ur-Rehman (supra) a learned Single Judge of the Karachi High Court refused to allow relief in a petition under section 290 on the ground that the petitioner had failed to prove to be owner of the prescribed share capital. In the third case re: Zakar Latif Ansari (supra) the learned Judge of the Karachi High Court while dismissing a petition for rectification of share register observed that no relief to the petitioner could be given where title to such shares was seriously disputed by the respondents.

4. In the present case, as noted earlier, the petitioners claim to be owners of more than 20% of the total issued share capital while admittedly they are not so registered in the record maintained by the Registrar of Companies. The documents on the basis of which they were deprived of their holdings are denied by them while the respondents affirm them. It is also an admitted fact that the respondents have filed civil suits questioning the denial by the present petitioners who had transferred their shareholding by way of aforesaid settlement/arbitration award. Since the genuineness of this document in the perspective of the claim of the petitioners that they were not present in Pakistan on the date of its execution cannot be resolved in summary jurisdiction, the parties are advised to approach a Civil Court of competent jurisdiction for that purpose. Once the ownership of the parties, particularly the petitioners is established through the findings of the Civil Court they can always approach this Court in summary jurisdiction for a relief both under section 152 as well as section 290 of the Companies Ordinance, 1984.

5. Disposed of.