| Citation(s) |
|---|
| 2021 SLG 227 2021 SLD 227 2021 CLC 310 |
Lahore High Court
I.C.A. No. 170 of 2020, decided on 30th July, 2020.
MIRZA VIQAS RAUF, JUSTICE RAJA SHAHID MEHMOOD ABBASI, JUSTICE
Shahzada Mazhar for Appellants.
I.C.A. No. 170 of 2020, decided on 30th July, 2020.
MIRZA VIQAS RAUF, JUSTICE RAJA SHAHID MEHMOOD ABBASI, JUSTICE
Shahzada Mazhar for Appellants.
DEFENCE HOUSING AUTHORITY AND OTHERSVSRAO IMRAN NASIR
Law: Companies Act, 2017
Section: 136,131,132,133,2(66),134,135
(a) Companies Act (XIX of 2017)---
----Ss. 136, 131, 132 133---Meetings and proceedings of company---Statutory meeting of company--- Annual General Meeting----Extraordinary General Meeting---Power of the court to declare the proceedings of a general meeting invalid---Scope---Section 136 of Companies Act, 2017 provided two sets of remedies, first of which related to material defect or omission in notice of a meeting---In the present case, petitioner under S. 136 of Companies Act, 2017 ought to approach court as soon as such notice was issued and before such meeting took place, however there existed no bar to impugning such notice subsequent to the meeting being held---Principles.
Pfizer Laboratories Ltd. and anothers 2003 CLD 1209; M. Shahid Saigol and 16 others v. M/S Kohinoor Mills Ltd. and 7 others PLD 1995 Lah. 264; Central Cotton Mills Limited and 2 others v. Naveed Textile Mills Limited and another 1996 MLD 1943; Naveed Textile Mills Ltd. Karachi and 3 others v. Central Cotton Mills Limited, S.I.T.E Kotri, District Dadu and 2 others PLD 1997 Kar. 432; M/S Kingsway Capital LLP and another v. Murree Brewery Co. Ltd. and 10 others 2017 CLD 587; Parshuram Dattaram Shamdasani and others v. Tata Industrial Bank, Ltd. and others 1925 Bombay 49; National Investment Trust Ltd. and another v. Crescent Textile Mills Ltd. 2010 CLD 1675; Parshuram Detaram Shamdasani and another v. Tata Industrial Bank, Ltd. and others AIR 1928 Privy Council 180 and Dewan Salman Fibre Limited v. Dewan Petroleum (Pvt.) Limited 2016 CLD 1049 ref.
(b) Companies Act (XIX of 2017)---
----Ss. 2(66), 134, 135 136---Special Resolution of a company---For passing of a special resolution, requirement of 75% votes in favour was not to be computed from entire shareholding of a company; but from amongst shareholders present in a particular meeting. [p. 148] B
Kazmia Trust (Regd.) v. Kaz International (Pvt.) Limited 2009 CLD 1713 rel.
(c) Company---
----Corporate governance---Principles---Adjudication by courts on matters of shareholder disputes/corporate governance---Judicial oversight on conduct of companys affairs---Scope---For a court dealing with company matters, if the thing complained before it of was a thing which in substance majority of the company was entitled to do, or if something had been done irregularly which majority of the company was entitled to do regularly, or if something had been done illegally which the majority of the company was entitled to do legally, then there existed no use for litigation about such matter as ultimate end of such matters was only that a meeting had to be called, and then ultimately majority got its wishes---Individual shareholder could not bring an action before courts to complain of an irregularity (as distinct from an illegality) in conduct of the companys internal affairs provided that such irregularity was one which could be cured by a vote of company in a general meeting---Court was to be reluctant to give relief where to do so would provided no concrete result.
Macdougall v Gardiner [1875] 1 Ch.D. 13; Foss v Harbottle (1843) 67 ER 189 and Bentley-Stevens v. Jones [1974] 1 W.L.R. 638 rel.
----Ss. 136, 131, 132 133---Meetings and proceedings of company---Statutory meeting of company--- Annual General Meeting----Extraordinary General Meeting---Power of the court to declare the proceedings of a general meeting invalid---Scope---Section 136 of Companies Act, 2017 provided two sets of remedies, first of which related to material defect or omission in notice of a meeting---In the present case, petitioner under S. 136 of Companies Act, 2017 ought to approach court as soon as such notice was issued and before such meeting took place, however there existed no bar to impugning such notice subsequent to the meeting being held---Principles.
Pfizer Laboratories Ltd. and anothers 2003 CLD 1209; M. Shahid Saigol and 16 others v. M/S Kohinoor Mills Ltd. and 7 others PLD 1995 Lah. 264; Central Cotton Mills Limited and 2 others v. Naveed Textile Mills Limited and another 1996 MLD 1943; Naveed Textile Mills Ltd. Karachi and 3 others v. Central Cotton Mills Limited, S.I.T.E Kotri, District Dadu and 2 others PLD 1997 Kar. 432; M/S Kingsway Capital LLP and another v. Murree Brewery Co. Ltd. and 10 others 2017 CLD 587; Parshuram Dattaram Shamdasani and others v. Tata Industrial Bank, Ltd. and others 1925 Bombay 49; National Investment Trust Ltd. and another v. Crescent Textile Mills Ltd. 2010 CLD 1675; Parshuram Detaram Shamdasani and another v. Tata Industrial Bank, Ltd. and others AIR 1928 Privy Council 180 and Dewan Salman Fibre Limited v. Dewan Petroleum (Pvt.) Limited 2016 CLD 1049 ref.
(b) Companies Act (XIX of 2017)---
----Ss. 2(66), 134, 135 136---Special Resolution of a company---For passing of a special resolution, requirement of 75% votes in favour was not to be computed from entire shareholding of a company; but from amongst shareholders present in a particular meeting. [p. 148] B
Kazmia Trust (Regd.) v. Kaz International (Pvt.) Limited 2009 CLD 1713 rel.
(c) Company---
----Corporate governance---Principles---Adjudication by courts on matters of shareholder disputes/corporate governance---Judicial oversight on conduct of companys affairs---Scope---For a court dealing with company matters, if the thing complained before it of was a thing which in substance majority of the company was entitled to do, or if something had been done irregularly which majority of the company was entitled to do regularly, or if something had been done illegally which the majority of the company was entitled to do legally, then there existed no use for litigation about such matter as ultimate end of such matters was only that a meeting had to be called, and then ultimately majority got its wishes---Individual shareholder could not bring an action before courts to complain of an irregularity (as distinct from an illegality) in conduct of the companys internal affairs provided that such irregularity was one which could be cured by a vote of company in a general meeting---Court was to be reluctant to give relief where to do so would provided no concrete result.
Macdougall v Gardiner [1875] 1 Ch.D. 13; Foss v Harbottle (1843) 67 ER 189 and Bentley-Stevens v. Jones [1974] 1 W.L.R. 638 rel.
ORDER
This Intra Court Appeal under Section 3 of The Law Reforms Ordinance, 1972 (hereinafter referred as “The Ordinance, 1972”) arises out of an order dated 14th July, 2020, whereby the learned Single Judge in Chamber, while issuing a notice to the appellants, who were respondents in the writ petition, proceeded to pass the following order on C.M.No.l of 2020 accompanying the main petition: -
“Subject to notice for an early date, the operation of impugned letter dared 03.07.2020 shall remain suspended and the respondents are directed to return possession of the petitioner forthwith, meanwhile.”
Deprecated: trim(): Passing null to parameter #1 ($string) of type string is deprecated in /home/digixyei/sldsystempk.com/view/master-layout/view_case.php on line 492