FATIMA BAI SULEMAN Versus PAKISTAN STATE OIL COMPANY LTD., DAWOOD CENTRE, KARACHI

1. Both the applications are being disposed of by this common order as the parties, facts and case‑law are same and common.

2. Petitions under section 152 of the Companies Ordinance, 1984 have been filed. The brief facts of the matters are that petitioners of J. Misc. No.65 of 1993 had purchased 23375 fully paid‑up shares whereas petitioners of J. Misc. 72 of 1993 had purchased 80,600 fully paid‑up shares of M/s. Dawood Petroleum Limited through registered members of the Karachi Stock Exchange Ltd. The details of the respective shares are mentioned in petitions as Annexure A' respectively. The marketing of Petroleum Products Ordinance No.II of 1974 was promulgated (hereinafter to be referred as Ordinance by the Federal Government whereby management of oil companies were taken over by the Federal Government, M/s. Dawood Petroleum Ltd. was one of the oil companies whose management was taken over by the Government and the same was renamed as Premier Oil Company Limited. On 28‑3‑1974, the Federal Government notified rules framed under the aforesaid Act, called Petroleum Products (Acquisition and Compensation) Rules, 1974 (hereinafter referred as Rules). Both the petitioners, with duly verified transfer deeds lodged, the shares with the Premier Oil Company Limited (hereinafter referred as company) for transfer of the shares in the names of the petitioners. Receipt of the shares were confirmed and acknowledged, the same are filed with the petitions. Petitioners also addressed letters to the Managing Director of the Company explaining the reasons for delay in lodging the shares for effecting transfer. The reasons for delay in lodging of the shares was that the head of the family of the petitioners was out of country for some length of time and necessary steps were taken as soon as he came to Pakistan. The request of the petitioners was turned down by the company fot transfer of the shares in their favour on the ground that require transfer deed did not meet the requirement of the. rules and same could not therefore be accepted. The petitioners also approached the high ups of the company even the Minister for Petroleum and Secretary‑General, Finance, drawing their attention to the unjustified failure of the company to register the transfer of shares. Copy of the applications has been filed with the petitions. The transfer of subject shares in favour of petitioners has been denied on the ground that petitioners did not lodge their applications for registration of transfer of shares on or before 15‑4‑1974 as notified by the Managing Director of Pakistan State Oil Company Limited and Dawood Petroleum Limited by Public Announcement and this reason was cited as the sole reason to contend that the petitioner's application for transfer did not meet the requirement of the provisions of the Rules.

3. Counter‑affidavit to these petitions on behalf of respondent No. l has been filed by Muhammad Akmal Saifie, the Company Secretary of respondent No. 1.

4. M/s. Muhammad Ali Sayed and Muhammad Iqbal Kazi, Advocates have contended, that the grounds for not lodging/accepting the claim of the petitioner by the respondents that petitioners had not specified the manner in which they required the said shares and their title to the ownership of the shares in question and seriously challenged are untainable. The respondent No. l reached to the above conclusions without their explanation being called for which is against the natural justice that no person should be condemned unheard. That in a similar case of Unison (Pvt.) Limited and others the first respondent had declined to register transfer of shares of Dawood Petroleum Limited purchased in the open market by the applicants therein Unison (Pvt.) Ltd. The writ petition filed by the petitioner Unison (Pvt.) Ltd. the petition was allowed by a learned D.B. of this Court by its judgment dated 25‑9‑1991 and reliefs as claimed were allowed, against the same judgment Pakistan State Oil Limited filed a petition for leave to appeal before the Hon'ble Supreme Court being Civil Petition No.436‑K of 1991, and the Supreme Court of Pakistan up held the judgment of the High Court and leave to appeal was refused. That the limitation of time for lodging of the claim for transfer and other conditions prescribed in the rules, or curtailing the rights of a purchaser of fully paid‑up shares of a public limited company to obtain recognition of his purchase are extraneous to the Act referred hereinabove. That the Act itself does not visualise the creation of any such restrictions. The relevant rule 3(2) of the rules is also repugnant to the provisions pf the Companies Ordinance, 1984. That the purchase of shares was in every respect a bona fide purchaser of fully paid‑up shares of the then Dawood Petroleum Limited for valuable consideration and the purchase had been effected through registered member of the Karachi Stock Exchange Limited. That only for the purpose of satisfaction of the Court, a declaration and a certificate of the Karachi Stock Exchange Ltd., from whom the shares in question have been filed. The form of the declaration and certificate is the same as provided under the rule 3(2) of the Rules. That in the course of last 22 years nobody has come forward to claim title of the shares adversely. That indeed the institution of the present petitions was also notified in the press and even then nobody has come forward to claim the shares adversely to the petitioners. That the respondents have not in their counter‑affidavit even contended that the title of the petitioners was being challenged. That how long will the shares remain with the respondents without an owner. As to who disputed the shares neither a word has been mentioned in the correspondence, between the parties nor in the objections filed by the respondents before this Court. That for the 22 years that have passed the petitioners have been denied the several dividends declared in respect of the shares and also the bonuses and right shares declared and issued by the respondent.

5. M/s. Muhammad Ali Sayeed and Mr. Iqbal Kazi, Advocates referred the following cases‑law:

(1) Malik Ghulam Jilani v. The Government of West Pakistan and others PLD 1967 SC 373.

(2) Naeem Finance Ltd. v. Bashir Ahmad Rafiqui, Administrator, Muslim Insurance Company Ltd. PLD 1971 SC 8.

(3) Mst. Arnro Jan and others v. Malik Amir Muhammad Khan 1972 SCMR 639.

(4) Maj. Mehtab Khan v. The Rehabilitation Authority PLD 1973 SC 451.

(5) The State through the Additional Advocate‑General, West Pakistan & Ex Officio Public Prosecutor, Karachi v. Aziz Ahmad and another 1975 PCr.LJ 105.

(6) Colony Sarhad Textile Mills Ltd., Nowshera v. Superintendent, Central Excise and Land Customs 1979 SCMR 640.

(7) Amir Ali v. Mrs. Alima Ahmed PLD 1981 Kar. 150.

(8) Usman v. Labour Appellate Tribunal and another 1984 CLC 2782.

(9) Mian Ziauddin v. Punjab Local Government and others 1985 SCMR 365.

(10) Emmanual Masih v. The Punjab Local Councils Authority and others 1985 SCMR 729.

(11) Karachi Building Control Authority and others v. Hashwani Sales and Services Limited PLD 1993 SC 210.

(12) Emirate Bank International v. Dost Muhammad Cotton Mills 1993 MLD 54.

(13) M/s. United Bank Ltd., Karachi v. M/s. Mohibali Tannery Ltd., Karachi and others PLD 1994 Kar. 275.

6. Mr. Fateh Ali W. Vellani the learned counsel for respondent No. 1 has contended that respondent No. l is the successor‑in‑interest of the company under a reorganizational plan pursuant to section 15 of the Act. The Federal Government has taken over the management of respondent No.1 and it is managed by a Managing Director appointed by the Government who is required to carry out and implement at all times the orders and directions of the Federal Government. That petitioners have alleged that the shares in question were purchased some time prior to the promulgation of the Act and that share transfers were submitted for registration and were refused registration all of which occurred when the company was named Dawood Petroleum Ltd. and before respondent No.1 succeeded to the interests of the company. That the petitioners claiming to be the transferees under separate deeds of transfer of heirs of such transferees, have been improperly joined in a single petition. That petitions have not been verified by affidavit as required by the rules. The transfer deeds lodged with the company are undated and do not comply with the requirements of Article 21 of the Articles of Association of respondent No.1. That particulars of the transferees provided by the petitioners are deficient and do not provide necessary information for complying with the requirement of section 147 of the Companies Ordinance. That in the case of persons claiming entitlement to shares as heirs of transferees Articles 27 and 30 of the Articles of Association of respondent No. l provide for the recognition of executors, administrators or holder of a succession certificate as the only persons entitled to the shares by transmission and for this purpose require the production of evidence of the capacity claimed in the form of grants of probate, letters of administration and succession certificate. That, however, in regard to transfers not then submitted for registration, rule 3 provided a period of not less than 15 days as may be specified by the Managing Director in a public announcement to be made for the purpose during which all such transfers were required to be submitted by the company together with a declaration and certificate in the required time for this purpose was allowed by the public announcement. That the purpose of prescribed declaration and certificate and of the limited period allowed for submission of transfers for registration was to ensure that the register of members reflected all bona fide changes in the company's membership and shareholdings so as to provide to the Federal Government an accurate list of persons entitled to the shares of the company and of the shares held by each of them so as to identify the shareholders from whom the required shares should be acquired and the particular shares of each such shareholder that should be acquired. That in the case of outstanding share transfers not submitted for registration by 15th April, 1974, the failure to submit such transfers for registration within the specified period expiring on that date had the effect indubitably of withholding from the Federal Government in contravention of the rules information regarding the persons interested in claiming entitlement to the particular shares concerned. That for the above reason share transfers not submitted for registration within the time allowed were not permitted to be entertained and were rightly not entertained by the Company. That in compliance with rule 6 of the Rules and the directions of the Federal Government the respondent No. l has recognised after 15th April, 1974 only the new share certificates as evidencing share ownership for the purposes of section 34(3) of the Companies Act, 1913 and of section 76(1), proviso of the Companies Ordinance, 1984. That the power of attorney filed is not duly stamped and is inadmissible in evidence on that account. That the present petitions were filed in the III and IV quarter of 1993 many years after the company's refusal to register the concerned share transfers. This delay is of over 18 years in J.M. 65 of 1993 and over 19 years in J.M. 72 of 1993. That in the year 1940 the Third Division of the First Schedule to the Limitation Act had been amended to include Articles 158 and 178 in their present form which refer to certain applications under the Arbitration Act, 1940 and after this amendment there was no basis for holding that Article 181 is limited to applications under the Code of Civil Procedure and the present petitions are barred by limitation. Mr. Fateh W. Vellani, Advocate has cited the following case‑law:‑‑‑

(1) In the matter of Dhelakhat Tea Co. Ltd. AIR 1957 Calcutta 476.

(2) Yousuf v. Valika Textile Mills Ltd. PLD 1964 (W. P.) Karachi 31.

(3) Smt. Soma Vati Devi Chand v. Krishna Sugar Mills Ltd. AIR 1966 Punjab 44.

(4) Naeem Finance Ltd, v. Bashir Ahmad Rafiqui, Administrator, Muslim Insurance Company Ltd. and another PLD 1971 SC 8.

(5) M. Imam‑ud‑Din Janjua v. The Thal Development Authority through the Chairman, T.D.A., Jauharabad PLD 1972 SC 123.

(6) The Kerala State Electricity Board, Tribandrum v. T.P. Kunhaliumma AIR 1977 SC 282.

(7) Joseph Michael and another v. Travancore Rubber & Tea Co. Ltd. And another'(1984) I Comp LJ 411 (Ker.).

(8) Sh. Mushtaq Ahmad v. Shaukat Soap Factory and others 1987 CLC 2079.

(9) Salahuddin Khan v. Al‑Mansoor Limited and 2 others PLD 1987 Lah. 569.

(10) Abdur Rehman v. The State 1988 PCr.LJ 2347.

(11) Zakir Latif Ansari and another v. Pakistan Industrial Promoters Ltd. 1988 CLC 1541.

(12) Mst. Imam Bibi v. Allah Ditta and others PLD 1989 SC 384.

(13) Don Dasco High School v. The Assistant Director, E.O. B‑1 PLD 1989 SC 128.

7. I would like to discuss the case‑law cited by the learned counsel for the petitioner:

(1) Malik Ghulam Jilani v. The Government of West Pakistan and others: In this case though the matter pertains to the detention of the appellant under the Defence of Pakistan Ordinance (XXIII of 1965) Rules were agitated and the observations of the Supreme Court was as follows:

8. " ....The judicial power is reduced to a nullity if laws are so worded or interpreted that the executive authorities may make what statutory rules they please thereunder and may use this freedom to make themselves the final Judges of their own "satisfaction" for imposing restraints on the enjoyment of the fundamental rights of citizens.

(2) Naeem Finance Ltd. and another v. Bashir Ahmed Rafiqui, Administrator, Muslim Insurance Company Ltd. and another PLD 1971 SC 8: In this case it has been held that Article 18.1 only applies to the application under the Code of Civil Procedure.

(3) Maj. Mehtab Khan v. The Rehabilitation Authority PLD 1973 SC 45; In this case while deciding the matters pertaining to the agricultural purchased by the applicant from evacuee their Lordships have defined the words for the time being in force' used in the Pakistan Administration of Evacuee Property Act (XII of 1957) read with section 20 of the Displaced Persons (Compensation and Rehabilitation) Act (XXVIII of 1958) as under:

9. "According to the Shorter Oxford English Dictionary, the phrase 'for the time being' mean 'during the period under consideration'. In other words, the overriding clause embodied in section 5 of the Act has reference to the laws operative in Pakistan on the date of the enactment of this Act, and not to any future legislation. "

(4) Mst. Amro Jan and others v. Malik Amir Muhammad Khan 1972 SCMR 639: In this case it has been held that the word 'law' for the time being in force means only those law which are in existence at the time the Act was made and not a future law.

(5) The State through the Additional Advocate‑General, West Pakistan & EX Officio Public Prosecutor, Karachi 1975 PCr.LJ 105: In this case the observation of learned D.B. consisting of Tufail Ali A. Rehman, CJ and Fakhruddin G. Ebrahim, J. (as their Lordships then were) reads as follows:

10. "'...Here really the question was the time at which cognizance could be said to have been taken. Admittedly up to a particular date the appellant in that case was in service and the High Court took the view that cognizance was taken after the date but the Supreme Court, reserving the High Court, came to the conclusion that cognizance was taken earlier and, therefore, held that the trial was bad. Later in the judgment however, their Lordships made this observation:

11. ' A plain reading of the aforementioned provisions of the Criminal Law (Amendment) Act and the description of the offence in the Schedule leave no doubt that the Special Judges have jurisdiction only to try public servants for the commission of the offences specified above and to try persons who are connected with the commission of these offences by public servants as abettors, conspirators, etc. While an accused person in the first category must be public servant at the time of the commission of the offence it does not stand to reason that with the termination of his service, he loses the protection provided in section 6(5) that previous sanction of the appropriate Government will be required to prosecute him. This observation does seem, if I may be permitted to say so with the utmost respect, to imply that where a public servant is prosecuted after his retirement sanction is still necessary but it seems to me that their Lordships had in this case already decided that sanction was necessary because cognizance was taken at the time when the appellant was in service and that this observation is in the nature of an obiter dictum. Of course even though an obiter dictum the observations of the Supreme Court are entitled to the very highest respect'. "

(6) Amir Ali v. Mrs. Alima Ahmad PLD 1981 Kar. 150: In this rent appeal matter, learned counsel for the respondent referred to 'case of Alifdin v. Khadim Hussain and their Lordships consisting of Anwarul Haq, C.J. and Nasim Hassan Shah, J. (as their Lordships then were) held that a tenant continuing in occupation of property after termination of the tenancy, remains subject to the terms of the lease deed/agreement but Ajmal Mian, J. (as his Lordships then was) observed that a larger Bench of the Supreme Court has recently taken a contrary view in case of Muhammad Yousuf v. Abdullah PLD 1980 SC 298, wherein the majority view comprising of Dorab Patel, Muhammad Haleem and Abdul Kadir Sheikh,, JJ., was that upon the expiry of the period of lease/tenancy agreement the tenant becomes a statutory tenant under the Rent Restriction Ordinance and that the terms and conditions of the lease/tenancy agreement cease to apply. Since the case of Muhammad Yousuf v. Abdullah has been decided subsequently by a Larger Bench, he is bound to follow the latter case. In fact he had followed the aforesaid judgment of the Supreme Court recently in First Rent Appeal No.23 of 1980, decided by him on 8‑11‑1980. In this view of the matter the contention of the learned counsel for the respondent that the appellant was obliged to pay monthly rent in advance by 5th of each month because of clause (4) of the expired agreement is untenable.

(7) Usman v. Labour Appellate Tribunal and another 1984 CLC 2782: D.B. of this Court consisting of Saleem Akhtar and Haider Ali Pirzada, JJ. (as their Lordships then were) has opined formally the rule is that where law laid down differently in two/different decisions of Supreme Court by Benches of different strength, decision of Larger Bench, shall be followed as binding decision on subject.

(8) Emmanual Masih v. The Punjab Local Councils Election Authority and others 1985 SCMR 729, while deciding appeal under Punjab Local Government Ordinance, 1979, in this case Shafiur Rehman, J., has spoken on behalf of Full Bench consisting of Aslam Riaz Hussain, Muhammad Afzal Zullah and Shafiur Rehman, JJ. (as their Lordships then were) on the interpretation of statutes held as follows:-

12. "The law lays down the qualifications and the disqualifications. The law commands the Election Authority to ensure that an election is conducted honestly, justly and fairly and in accordance with the provisions of the Ordinance and the rules'. The rules by their enacting provision strengthen conformably with the statutory provision, the duty of the Returning Officer, and on the strength of section 17(1) of the Ordinance, of the Election Authority, to reject at the stage of scrutiny, the nomination paper of the candidate who is not qualified to be elected as a member. In this context the proviso to the rule cannot on any principle of interpretation or ascendency be allowed to override, nullify or whittle down the statutory provisions or their effect. Simply because the rules are mentioned alongwith 'the provisions of the mentioned alongwith 'the provisions of the Ordinance' in section 17(1) it does not imply that the rules and raised to the level of the Ordinance, can override or contain the provisions of the very statute under which they are framed. "

(9) Mian Ziauddin v. Punjab Local Government and others 1985 SCMR 365, in this case Shafiur Rehman, J., while deciding appeal under Punjab Local Government Ordinance, 1979 has spoken on behalf of Full Bench consisting of Muhammad Haleem, C.J., Alam Riaz Hussain, and Zaffar Hussain Mirza, JJ., as their Lordships then were, on the interpretation of statute and held that the rules framed under the Ordinance could not go beyond and overreach the Ordinance itself.

(10) Karachi Building Control Authority and others v. Hashwani Sales and Services Limited PLD 1993 SC 210, in this case it has been held that if the regulations framed in exercise of the powers under a statute have no rational nexus with the objects for which the regulations may be made they will be ultra vires.

(11) Emirate Bank International v. Dost Muhammad Cotton Mills 1993 MLD 54, in this authority view of Hon'ble Supreme Court reported in PLD 1971 SC 8 has been followed on the ground that a judgment of three Judges has precedent over the judgment of the two Judges of the same Court.

(12) M/s. United Bank Ltd., Karachi v. M/s. Mohibali Tannery Ltd. PLD 1994 Kar. 275, in this case Wajihuddin Ahmed, celebrated Judge of this Court while discussing Article 181 of the Limitation Act has held:

13. "Coming to the applicability of Article 181 to applications filed under section 5 of the Limitation Act, I respectfully concur with the opinion of my learned brother G.H. Malik, J., in Emirate Bank International v. Dost Muhammad Cotton Mills, 1993 MLD 54, where my learned brother has followed Naeem Finance Limited v. Bashir Ahmad Rafiqui, PLD 1971 SC 8, in preference to M. Imamuddin Junjua v. The Thal Development Authority PLD 1972 SC 123, for the reason that the first mentioned precedent was subscribed to by a Bench of three Judges of the Supreme Court whereas the second was authored by two such Hon'ble Judges, Hamoodur Rehman, C.J., being the common factor in both cases. It seems to me that the opinion in the cases of Naeem Finance Limited, with all respect, correctly lays down the law. I have felt free to say so because of an apparent conflict between the said Supreme Court decisions and because, at any event, I am, upon rules of practice, bound by the first mentioned of that number."

14. Now I would like to discuss the authorities cited by the learned counsel for the respondent No. l:

(1) AIR 1957 Calcutta 476: In this authority it has been observed that if someone else applies under section 155 for the registration in some other person's name in the register, then he is not entitled to any remedy. In the case in hand petitioners themselves are the claimant and no other person is claiming those shares. In my humble view this authority is different and distinguishable from the facts of the present matter.

(2) Yousuf v. Valika Textile Mills Ltd. PLD 1964 (W.P.) Karachi 31: In this authority case of the petitioner was that he purchased the shares in the year 1953 or 1954, but in so far as the payment in this regard had been made out of blackmarket money, he did not apply for the registration of the transfer of these shares. However, after the promulgation of the Martial Law he made declaration in respect of these shares and approached the company for recording the transfer. Petitioner also applied to the State Bank for a permission under section 5 of the Foreign Exchange Regulation Act because this permission was necessary because alleged transferors were Indian nationals. On 26th February, 1992 petitioners sent the share scripts and transfer forms to the company for registration. This was not done and on the following day this was sent to the company by a registered letter. In the meantime the company received telegrams from the registered owner of these 500 shares, telling the company not to register the transfer without their written consent. The company received also a letter from the Advocate of the registered shareholder that these shares had been handed over to the father of the petitioner merely as their agent and that he had been handed over blank forms and it was only after his death that the petitioner has been dishonestly attempting to appropriate these shares to himself. From the facts it is clear that none has filed objections so far against the transfer of the shares of the petitioners. This authority has no relevance to the facts of the present case.

(3) Smt. Soma Vati v. Krishna Sugar Mills Ltd. AIR 1966 Punjab 44: In this case also dispute was between the petitioners and other respondents/claimants, therefore, in my humble view this authority is not applicable to the facts of the present case.

(4) Naeem Finance Ltd. and another v. Bashir Ahmed Rafiqui, Administrator, Muslim Insurance Company Ltd. and another. With due respect and all humbleness at my command I am to submit that in view of the decision of their Lordships of the Supreme Court reported in PLD 1972 Supreme Court 127 and the decisions of learned Judges of this Court reported in 1993 MLD 54 and PLD 1994 Karachi 275, this judgment is of three learned Judges and had precedence over the judgment of the two Judges of the Hon'ble Supreme Court despite that this is subsequent so far the time is concerned. In this case earlier case of PLD 1971 SC 8 had not even been noticed muchless the same was not even overruled. Moreover, Ajmal Mian, J., as his Lordship then was in reported case PLD 1981 Karachi 150 has held that he was bound to follow the decision of larger Bench of the Supreme Court. Under these circumstances this authority at least so far the matter pertaining to the companies laws is concerned is not helpful to the case of respondent No. 1.

(5) M. Imam‑ud‑Din Janjua v. The Thal Development Authority PLD 1972 SC 123: This authority as discussed hereinabove, so far the Limitation Act is concerned is not applicable to the present case.

(6) The Kerala Sate Electricity Board, Trivandrum T.P. Kunhaliumma AIR 1977 SC 282: In this matter the point of limitation has been raised and decided. In view of the decision of the Supreme Court in PLD 1972 SC 123, MLD 1993 page 54, PLD 1994 Kar. 275 and PLD 1981 Kar. 150 this authority in my humble view is not favourable to the respondents.

(7) Joseph Michael and another v. Travancore Rubber & Tea Co. Ltd. and another (1984) 1 Comp L.J. 411 (Ker.): In this case it has been observed that whether there is a substantial lapse of time and an elaborate inquiry appears to be necessary as, to whether the regulations referred are void or voidable the summary procedure of section 155 of the Companies Act, 1956, equivalent to section 152 of the Companies Ordinance, 1984 is not appropriate. In view of the decision of the Hon'ble Supreme Court and of this Court referred hereinabove with due respect to the learned Judges of Kerala I am firm in my view that this authority is not applicable to the facts of the present matter.

(8) Sh. Mushtaq Ahmad v. Shaukat Soap Factory and others 1987 CLC 2079: In this authority learned Judge of the High Court has observed as follows:

15. "In this petition in view of the allegations made it is necessary to decide as to when the petitioners became aware of the transfer of the shares from their names to the contesting respondents. The questions of transfer of shares and of limitation require to be determined in a regular suit. "

16. I am afraid none is contesting with these petitioners in these matters, petitions were advertised in spite of that none has filed claims, therefore, this authority has absolutely no relevance to this case.

(8) Salahuddin. Khan v. Al‑Mansoor Limited and 2 others PLD 1987 Lahore 569. In this case also there were other contesting respondents who have categorically denied having signed or issued the said letters, therefore, this authority under the circumstances is not favourable to the case of the respondent.

(9) Abdul Rehman v. The State 1988 PCr.LJ 2347: The observation of the learned Judge while deciding Criminal Revision Application against the order of the Additional Sessions Judge on application under section 265‑K, Cr.P.C., keeping in view the affidavits sworn and filed in the trial Court in my humble opinion has no concern with the facts of the present matter.

(10) Zakir Latif Ansari and another v. Pakistan Industrial Promoters Ltd. and others 1988 CLC 1541: In this matter also petition for rectification of share register by incorporating specific shares therein, title to such shares was seriously disputed by the respondents, therefore, as pointed out hereinabove most respectfully I pointed out that in these petitions none has filed claims and claim of the petitions has gone unchallenged, therefore, this authority has no concern with the facts of the present matter.

(11) Don Basco High School v. The Assistant Director, E.O.B.I. and others PLD 1989 SC 128: In this case also Employees' Old‑Age Benefits Act was discussed and observation has been made. With due respect I am of the opinion that this authority of the Hon'ble Supreme Court is not helpful to the case of the respondent.

(12) Mst. Imam Bibi v. Allah Ditta and others PLD 1989 SC 384: Their Lordships of the Supreme Court has observed that general provisions will not abrogate special provisions when the Legislature has given its attention to a separate subject and made provision for it, The presumption is that a subsequent general enactment is not intended to interfere with the special provision unless it manifests that intention very clearly. No doubt provision of Marketing of Petroleum Products (Acquisition and Compensation) Rules, 1974 provided time limit for filing the claims but the same provision has not been provided in the Act itself and the present matter has been filed hereunder the provisions of the Companies Ordinance, 1984, therefore, the observations of this authority in my humble opinion are not helpful to the case of the respondents.

17. Mr. S.M. Aamir Naqvi, Advocate appeared on behalf of respondent No.3 and raised no objection to the grant of the applications.

18. Petitioners had bought fully paid shares mentioned in both the petitions of Dawood Petroleum Limited which was then a Public Limited Company, to the repeated requests of the petitioners it was disclosed to them by the respondents that transfer was being denied on the sole ground that their applications for registration of transfer of shares had not been lodged on or before 15‑4‑1974 as notified by the Managing Director of respondent No.1 and further that the petitioners have not been able to specify the manner in which they had acquired the shares and that their title to ownership of the shares was in dispute and seriously challenged. Admittedly nature of alleged dispute to title of shares had not been specified and in the course of last 22 years none has come forward to claim title to the above shares which can be termed as adversely to the petitioners. Admittedly the institution of the present petitions were notified in the press even after that nobody has come forward to claim the shares adversely to the petitioners. Strangely enough in the counter‑affidavit filed on behalf of respondent No.1 has not even contended that title of the petitioners was being challenged. The correspondence so carried over between the petitioners and respondent No. l which has been filed does not show as to who disputed the shares, even the fact that persons named as legal representatives of petitioners 6 and 7 in Petition No.65/93 being the legal representatives has not even been denied in the counter‑affidavit. The third serious objection on behalf of respondent No‑1 was that Government has not been made a party. The only simple answer to this contention is that the rights of petitioners in this case are based on the principles and law laid down by their Lordships of the Supreme Court in the case of P.S.O. v. Unison (Pvt.) Ltd. The other objection to the petitions is that both the petitions are time‑barred and in this respect it has been contended that Article 181 of the Limitation Act is applicable and in this connection reliance has been placed on PLD 1972 SC 123, a judgment authored by two Hon'ble Judges of the Supreme Court. It has also been mentioned and discussed in the earlier part of this judgment that case reported in PLD 1971 SC 8 judgment authored by Hon'ble three Judges of the Supreme Court wherein different view was expressed observing that Article 181 of Limitation Act has no applicability to the applications under the Companies Ordinance. It is pertinent to refer that this view most respectfully has also been followed by three learned Judges of this Hon'ble Court in reported cases 1993 MLD 54, PLD 1994 Kar. 275 and PLD 1981 Karachi 150 referred hereinabove. It would be advantageous also to reproduce the observations of learned D.B. of this Court in C. P. No.D‑274 of 1989 in the case of Unison Limited v. Federal Government of the Islamic Republic of Pakistan and Pakistan State Oil Company Ltd. which is as follows:--

19. " As a matter of fact, in this case there is no dispute about the title of the fifty thousand shares. No disputant has come forward to claim any title or interest in these shares. On the contrary the case as set up by the respondents is that the Dawood Group, which controls petitioner No. l was the actual owner of these shares, which means that according to the respondents the ownership of these shares, even after the shares are transferred in the name of petitioner No. 1, shall remain where it has always been namely, the Dawood Group, As such, these judgments are not relevant in the present context."

20. Therefore, the Constitutional petition was allowed by the learned Division Bench of this Court, against this very order Civil Petition for Leave to Appeal bearing No.426‑K of 1991 was filed before their Lordships of Supreme Court and their Lordships of Supreme Court were pleased to refuse leave to appeal and observed as under:

21. "We are inclined to agree with the High Court that the petitioners could not have refused respondent No.1's request on the above grounds. In this regard, it may be pertinent to refer section 77 of the Companies Ordinance, which provides that the Directors of a Company shall not refuse to transfer any fully paid‑up shares or debentures unless the transfer deed is, for any reason, defective or invalid. The discrepancies which have been highlighted in the Secretary's order, do not adversely reflect on the validity or the transfer deeds, but they refer to the alleged grounds of suspicion but the sale transactions were manipulated. This ground is not available to the petitioner in above Civil Petition No.426‑K of 1991. The same may be available to some other forums under appropriate law and not under the Act or the Rules framed thereunder. We would, therefore, refuse leave to appeal in both above petitions. "

22. The case of present petitioners is also similar to the case of Unison Limited. The petitioners are the lawful owners of the shares which have been purchased through Karachi Stock Exchange and any claim adversely to the claim of petitioners has not been filed and there is no other contesting claimant before the Court except the petitioners. The objection of respondent No. l that claims are time‑barred and Article 181 of the Limitation Act is applicable, in my humble opinion is not acceptable and I humbly follow the principles laid down by their Lordships in PLD 1971 SC 8. The Marketing of Petroleum Products Act 1974, according to its preamble, was designed to provide for the management and' development of the marketing facilities in petroleum products and for matters connected therewith. In the Act there is nothing which authorises the agencies established thereunder to control the applications for transfer of shares and their registration. It is only in the rules framed in 1974 which purport to deal with registration of transfer of shares. Section 3 of the rules dealing with the transfer of shares in my humble opinion is ultra vires, the Act itself since it overreaches the Act. The rules can only be framed to deal with the object for which the Act has been enacted. It has been held very oftenly that rules framed under a statute cannot go beyond and overreach the statute itself and further that if rules/regulations framed in exercise of the powers under a statute have no rational nexus with the objects for which the regulations may be made, the same can be held ultra vires, of the statute.

23. The case‑law relied upon by Mr. Fateh Ali W. Vellani the learned counsel in my humble opinion is different and distinguishable from the facts of the present petitions, in most of the cases private contestants were in litigation for their various claims whereas the claims of the petitioners are before the Court and no other person is claiming the same shares which are fully paid and have been purchased through Karachi Stock Exchange legally and bona fide of the claims have not even been challenged by the respondent and except some technical objections referred hereinabove there is no serious challenge against the claim of the petitioners.

24. The case‑law referred and relied upon by M/s. Muhammad Ali Sayeed and Iqbal Kazi, Advocates are relevant and helpful to the case of the petitioners.

25. The case of the present petitioners is also identical to the case of Unison (Pvt.) Limited and others decided by D.B. of this Court and leave to appeal against the decision of the same was refused by their Lordships of the Supreme Court referred hereinabove. Wajihuddin Ahmed learned Judge of this Court has rightly observed in the case of M/s. United Bank Ltd. v. M/s. Mohibali Tannery Ltd., Karachi PLD 1994 Kar. 275 as follows:

26. " ....The rule of our jurisprudence, which, as of now, also substantially draws upon the Fiqh, is to proceed with Court disputes on merits, allowing, adequate opportunities of defendant and never to shut out such opportunities. Law, it has been said time and again, favours disposal upon due hearing and there is little room for mere technicalities in this. All procedure is designed to secure the advancement of justice. It is the end which justifies the means and not vice versa."

27. Therefore, the technical objections raised by the respondents without any sound foundation are not tenable in dispensing complete justice to the parties and the technicalities are not to be looked into. I respectfully followed the case -law referred, and discussed hereinabove.

28. The upshot of the above discussion is that there is no other option except to accept the petitions which accordingly are allowed as prayed for.

29. Order accordingly.

30. A.A./F‑13/K Petition accepted.