PUNJAB LAMP WORKS LIMITED Versus INVESTMENT CORPORATION OF PAKISTAN

ORDER

MAMOON KAZI, J.‑‑ This appeal raises a question of law, which is, whether a matter filed in the Court under the provisions of the Companies Ordinance, 1984 abates if not disposed of within ninety days from the date of its presentation before the Court.

2. The appellant in this case, which is a public limited Company, was a respondent in a case which was filed by the respondent before the learned Company Judge. It was inter alia alleged in that case that the appellant was unable to pay its debts and hence an order may be passed for its winding up. In the objections which were filed on behalf of the appellant, a preliminary objection was raised which was as follows:‑

"As more than ninety days have passed since the petition for winding up was presented it is respectfully submitted that this petition has become infructuous and this Hon'ble Court has no jurisdiction to pronounce the judgment on the petition."

This objection. which was based on section 9 of the Companies Ordinance was then dealt with by the learned Single Judge of this Court who found that the provisions of section 9 which prescribed a period of ninety days for disposal of all petitions and applications filed under the Ordinance were merely directory and consequently, the preliminary objection of the appellant was overruled. It is this order ;which has now been impugned in this appeal.

3. Section 9 of the Companies Ordinance provides that:‑

"9. Procedure of the Court .‑‑ (1) Notwithstanding anything contained in any other law, all matters coming before the Court under this Ordinance shall be disposed of, and the judgment pronounced, as expeditiously as possible but not later than ninety days from the date of presentation of the petition or application to the Court and, except in extraordinary circumstances and on grounds to be recorded, the Court shall hear the case from day to day.

Explanation .‑‑ In this subsection, 'judgment' means a final judgment recorded in writing.

(2) The hearing of the matters referred to in subsection (1) shall not be adjourned except for sufficient cause to be recorded or for more than fourteen days at any one time or for more than thirty days in all.

(3) In the exercise of its jurisdiction as aforesaid, the Court shall, in all matters before it, follow the summary procedure."

Mr. Raja Qureshi, learned counsel for appellant, has consequently argued that the provisions of section 9 of the Companies Ordinance are mandatory and since admittedly the matter pending before the learned Single Judge was not decided within a period of ninety days the same had abated and the learned Single Judge was no more competent to pass judgment in the matter.

4. We find that the argument is completely without merit. No doubt section 9 directs that all applications or petitions pending before the Court are to be disposed of within a period of ninety days and the words 'not later than ninety days' occurring in the section lay further stress on the intention of the Legislature in this behalf, but at the same time no explicit provision has been made in the aforesaid Ordinance providing for the consequences if the Court fails to dispose of the case within the prescribed period. Although a use of negative expression in a statute would be generally indicative of the directions being mandatory, but no hard and fast rule can be laid down in this respect and the intention of the Legislature is to be gathered from the object it has in mind. The reports are full of cases dealing with statutory provisions which fail to indicate the intention of the Legislature in case of non‑compliance of such directions. It has invariably been held that non‑compliance with directions requiring that same thing shall be done in a particular manner or form without expressly providing for the consequences thereof in case of non?compliance cannot be fatal to the proceedings. We also cannot be unmindful of the fact that section 9 of the Companies Ordinance imposes a duty on the Court to dispose of cases within a period of ninety days, consequently, if the provisions of the section are held to be directory, injustice or inconvenience is bound to be caused to the parties who have no control over the proceedings before the Court. We are, therefore, clearly of the view that the provisions contained in section 9 of the Companies Ordinance are only meant to secure expeditious disposal of the case before the Court and these provisions in no way can be construed as mandatory. The interpretation as proposed by the learned counsel for the appellant is not only bound to produce absurd results but it. will defact the very object of the Companies Ordinance which is 'healthy growth of the corporate B enterprises, protection of investors and creditors, promotion of investment and development of economy and matters arising out of or connected therewith'. (See preamble to the Companies Ordinance). We find that all these aspects of the case have been fully considered in the impugned judgment. We, therefore, do not find that the impugned order is open to exception and this appeal is, therefore, dismissed in limine.

H.B.T./P‑45/K ??????????????????????????????????????????????????????????????????????? ??????????? Appeal dismissed.