Case Details

Citation(s)
2015 SLG 2875 2015 SLD 2875 2015 CLD 1482
Supreme Court of Pakistan
Civil Appeals Nos. 150, 151 and 152 of 2006, decided on 10th July, 2015.
MIAN SAQIB NISAR, SH. AZMAT SAEED AND MUSHIR ALAM, JJ
Khalid Anwar, Senior Advocate Supreme Court and M.S. Khattak, Advocate-on-Record for Appellant. Ghulam Shoaib Jally, Advocate Supreme Court and Raja Abdul Ghafoor, Advocate-on-Record for
Respondent.

LUCKY CEMENT LTD.

VS

COMMISSIONER INCOME TAX, ZONE COMPANIES, CIRCLE5, PESHAWAR

Law:

Section:

a) Companies Ordinance (XLVII of 1984)--- ----Ss. 15 to 28---Constitution of a company---Scope---Memorandum of Association---Articles of Association---Memorandum of Association and Articles of Association when read as a whole were the constitution of the company---Memorandum of Association provided and prescribed the object(s) and the purpose(s) for which the company had been established and constituted, with specific reference to the business and the avocations which it could conduct, carry on and undertake---While the Articles of Association were the organizational and governance rules of the company which primarily dealt with the management affairs. (b) Companies Ordinance (XLVII of 1984)--- ----Ss. 15 to 25---Company---Memorandum of Association---Scope---Anything done by a company which was beyond the scope of its Memorandum of Association was ultra vires and thus could not be given any legal sanctity--- Company could not engage in a business which was not fairly covered by any of its independent objects, or such objects which were ancillary and incidental to those for which a company had been created and its Memorandum of Association was duly recognized and accepted by the regulatory bodies meant for the incorporation of a company and oversight thereof. (c) Companies Ordinance (XLVII of 1984)--- ----Ss. 15 to 25---Company---Memorandum of Association---Main object of a company, interpretation of---Liberal interpretation by the court---Company may incorporate in its Memorandum of Association, besides the main object of the company and its ancillary purposes, certain other objects as well which may be independent of its main object/business---Company thus may have a primary object and purpose, but still there may also be several other objects mentioned in the objects clauses, and after proper construction of such objects, by resorting to the relevant rules of interpretation, it should be considered whether those were ancillary to the main object of the company or could be held to be independent of each other---Memorandum of Association of a company should be read and construed liberally and be given a wide meaning through literal interpretation of the…
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