Rauf B. Kadri vs State Bank Of Pakistan And Another

ORDER

HAMID ALI MIRZA, The appellant has preferred civil appeal under Section 10(1) of The Companies.

Ordinance, 1984, directed against the order dated18.4.2001 in J.M. No. 15 of 2000 passed by learned Judge in Chambers of Sindh High Court, Karachi, whereby Bankers Equity Ltd. Was ordered to be wound up and the respondent. State Bank of Pakistan was directed to appoint official liquidator in terms of Section 51 of the Banking Companies Ordinance, 1962 of the appellant's company Banker's Equity Ltd. For liquidation proceedings. The appellant alongwith the appeal has also filed miscellaneous application praying therein to grant interim status quo suspending ' the order dated18.4.2001 and further restraining the appointed official liquidator from taking over the possession of the properties of the appellant's company viz. Bankers Equity Ltd.

2. We have heard learned counsel for the parties and perused the record.

3. Learned counsel for the appellants submits that the company (BEL) in liquidation was purchased by the appellant (representing the LTV consortium) at a stage when it was in total loss and they put in time and money and efforts to make the BEL to sail again the impugned order was passed when appellant was not even given Opportunity of hearing. He further submits that BEL was privatised banking company therefore it could not be taken over on any ground whatsoever in view of Section 7 of the Protection of Economic Reforms Act, 1992 considering by appointment of official liquidator, the appellant company's image, goodwill and profit earning potential would be damaged. He also submitted that the former governor of the respondent viz. State Bank of Pakistan, mala fide assisted Karachi Provident Fund a client of BEL to initiate proceedings for later's privatisation and got the State Bank to become party as petitioner in the proceedings discharging original petitioner the Karachi Electric Provident Fund from the proceedings. He also submits that under the law Karachi Electric Provident Fund could have been directed to file a recovery suit against the petitioner BEL. He also submits that the State Bank of Pakistan has issued notification whereby State Bank of Pakistan appointed Board of Directors for the appellant's company replacing the earlier Board of Directors and has appointed official liquidator to take over the management and control of the appellant's company. He further submitted that new management of BEL after purchase from the Government initiated plan to bring reforms and the said plan paid rich dividends as in the first year of operations of BEL after its privatisation i.e. ]une 30, 1997 the net profit rose to about Rs. 330 million and further that appellant's company has negotiated with foreign investors to inject foreign investment in the company so that its financial position could improve even more. He next submitted that balance of convenience[Vol.XXII Rauf B.

Kadri V. State Bank of Pakistan#tbsS.C. 39#the(Hamid A'-i Mirza, J.)was prima facie in appellant's favour and in case the impugned order is not suspended the appellant's company would suffer irreparable loss and its financial position, image, goodwill and profit bearing potential would be totally destroyed and that the impugned order was totally in violation of provision of Section 7 of Protection of Economic Reforms Act, 1992.

4. The learned counsel for respondent No. 1 submitted that the smpugned order was legal and was not in violation of Sectio' 7 of the Protection of Economic Reforms Act, 1992. Learned counsel for respondent No. 2 submitted that he is ''-placed by the State Bank in the petition and has no intention to pursue the same on the ground that appellant's company has undertaken to pay the amount deposited with the appellant's company.

5. Section 7 of Protection of Economic Reforms Act,1992 reads as follows:-"

Protection of transfer of ownership to private sector. - The ownership, management and control of any banking, commercial, manufacturing or other company, establishment or enterprise transferred by the Government to any person under any law shall , not again be compulsorily acquired or taken over by the Government for any reason whatsoever."

Prima facie the above provision of law places embargo against the taking over of ownership, management and control of any banking, commercial manufacturing or other company, establishment or enterprise when the same is transferred by the Government so as to achieve the object of said provisions of law, creating liberal environment for savings and investments and to avoid unnecessary control and regulate rapid industrialization and to provide equitable economic opportunities for all and to provide legal protection and to create confidence with the establishments of the privatised enterprise and institutions. Prima facie the impugned order if allowed to be implemented, the appellants would suffer irreparable loss as it would effect their credibility with regard to its financial image, goodwill and potential for profit earningand would also be prima facie violative of Section 7 of the Protection of Economic Reforms Act, 1992 which guaranteed protection on its transfer under privatisation scheme.

6. We find that the case for interim relief prayed for is made out, consequently operation of the impugned order dated 18.4.2001 is suspended as prayed for. The matter is short and important therefore appeal be fixed at art early date subject to approval of Hon'ble Chief Justice.