Case Details

Citation(s)
2024 SLG 5466 2024 SLD 5466 2024 CLD 1032
Supreme Court of Pakistan
C.Ps.L.As. Nos. 1422-L and 1423-L of 2021 and C.M.As Nos. 1636-L, 1758-L and 1759-L of 2021 and C.M.As Nos.2160, 2161, 2216 and 2217 of 2024, decided on 28th June, 2024. (Against the consolidated judgment of the Lahore High Court, Lahore, dated 17.06.2021, passed in C.Os. Nos. 28 and 29 of 2013).
Present: Syed Mansoor Ali Shah, Muhammad Ali Mazhar and Athar Minallah, JJ
Shahid Ikram Siddiqui, Advocate Supreme Court, Muhammad Imran Malik, Advocate Supreme Court, Tariq Aziz, Advocate-on-Record and Mian Liaqat Ali, Advocate-on-Record for Petitioners. Salman Aslam Butt, Sr. Advocate Supreme Court, Shehzada Mazhar, Advocate Supreme Court, Muhammad Shoaib Rashid, Advocate Supreme Court, Anis M. Shahzad, Advocate-on-Record and Mobin Ahmad Siddiqui, Advocate-on-Record for
Respondents. Barrister Haris Azmat, Advocate Supreme Court, assisted by Ms. Faiza Asad, Advocate and Ch. Akhtar Ali, Advocate-on-Record for Applicants (in C.M.As. Nos. 2216, 2217 of 2024) Uzair Karamat Bhandari, Advocate Supreme Court, Khwaja Ahmad Hossain, Advocate Supreme Court and Faisal Siddiqi, Advocate Supreme Court, Amicus Curiae. Akif Saeed, Chairman, SECP, Muzaffar Ahmed Mirza, CP, SECP, Shamshad A. Rana, SPP, SECP. Barrister Omer Malik, SPP, SECP and Hussain Raza, SPP, SECP for the SECP. Date of hearing: 7th May 2024.

Messrs TANVEER COTTON MILLS (PVT.) LTD. and another---Petitioners

VERSUS

SUMMIT BANK LIMITED and others---Respondents

Law: Companies Act, 2017

Section: 6(1) & 387, proviso

Law: Constitution of Pakistan, 1973

Section: 10A

(a)    Companies Act (XIX of 2017)-------Ss. 6(1) & 387, proviso---Constitution of Pakistan, Art. 10A---Company ordered to be wound up by the Court---Appointment of liquidator to manage the affairs of the company---Winding-up order challenge to---Maintainability---Directors, powers of---Company that has been ordered to be wound up can challenge the winding-up order in its name, provided the institution of appeal and the person acting on behalf of the company are authorized by a resolution of its board of directors---Section 6(1) of the Companies Act, 2017 provides that "any person aggrieved by any judgment or final order of the Court passed in its original jurisdiction under this Act may, within sixty days, file a petition for leave to appeal in the Supreme Court of Pakistan."---It uses the general expression "any person aggrieved" and does not mention the specific persons competent to file a petition for leave to appeal---Company against which a winding-up order has been passed falls within the scope of the expression "any person aggrieved" and thus can file a petition for leave to appeal in the Supreme Court under Section 6(1) of the 2017 Act---Company can exercise such right of appeal through its directors---Upon the commencement of the winding-up proceedings, despite the appointment of the liquidator, certain powers still remain with the directors of the company who, before the winding-up order, had the ultimate responsibility for managing the company and acting in its best interests in their fiduciary capacity---Such powers are usually referred to as 'residuary powers', and are not affected by the provisions of company law like the proviso to Section 387 of the Companies Act, 2017--Therefore, a company against which the winding up order has been passed is to exercise its right of appeal through the board of directors---Board of directors can, by its resolution, authorise any person, including the former chief executive of the company, to act on behalf of the company in filing an appeal or a petition for leave to appeal against the winding-up order---When the directors can defend the original winding-up proceeding, they surely can…
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