| Citation(s) |
|---|
| 2003 SLG 539 2003 SLD 539 2003 SCMR 132 |
Supreme Court of Pakistan
Civil Petition No.86-K of 2000, decision dated: 10-07-2002. (On appeal from the judgment dated 13-12-1999 in H.C.A. No. 17 of 1990 passed by the High Court of Sindh, Karachi)
SYED DEEDAR HUSSAIN SHAH, HAMID ALI MIRZA AND ABDUL HAMEED DOGAR, JJ
Kamal Azfar, Advocate Supreme Court and Ahmadullah Faruqi, Advocate-on-Record for Petitioners A. I. Chundrigar, Advocate Supreme Court and M.S. Ghaury. Advocate-on-Record for
Respondents
Civil Petition No.86-K of 2000, decision dated: 10-07-2002. (On appeal from the judgment dated 13-12-1999 in H.C.A. No. 17 of 1990 passed by the High Court of Sindh, Karachi)
SYED DEEDAR HUSSAIN SHAH, HAMID ALI MIRZA AND ABDUL HAMEED DOGAR, JJ
Kamal Azfar, Advocate Supreme Court and Ahmadullah Faruqi, Advocate-on-Record for Petitioners A. I. Chundrigar, Advocate Supreme Court and M.S. Ghaury. Advocate-on-Record for
Respondents
UNITED LINER AGENCIES OF PAKISTAN (PVT.) LTD., KARACHI and 4 others
VS
Miss MAHENAU AGHA and 8 others
Law:
Section:
(a) Companies Ordinance (XLVH of 1984)--- --Ss.26, 27 & 28-‘Articles of Association-‘Object and scope-‘Articles of Association of a company are terms of contract between the members and the terms are legally binding upon the members-‘Such right is enforceable in law provided the terms are not forbidden by law. Rayfield v. Hands and others (1958) 2 WLR 851 and In re: Hartley Baird Ltd. 1955 Ch. 143; (1954) 3 WLR 964 and (1954) 3 All ER 695 ref. (b) Companies Ordinance (XLVH of 1984)-- --S.2(28)-‘Transfer of shares of private limited company -‘Principles-Transfer of shares in any manner otherwise than that provided in Articles of Association would be invalid and contrary to the terms of contract agreed upon by the members of the company/.shareholders. Hichman v. Kent and Romney Marsh Sheepbreeders' Association (1915) 1 Ch. 881 ref. (c) Companies Ordinance (XLVII of 1984)-‘ --Ss.2(28) & 89-‘Transfer of shares of private limited company-‘Inclusion Of pre-emptive right for transfer and purchase of shares in Articles of association-‘Validity-‘Such restriction is legal and valid covenant in the Articles of Association. Ontario Jockey Club Ltd. v. Samuel McBride AIR 1928 PC 291 and Introduction to Company Law by L.H. Leigh, V.H. Joffe and D. Goldberg, Second Edn., p.266 and Principles of Modern Comp any by Law by LCB Gower, Third Edn., pp.392-393. ref. (d) Companies Ordinance (XLVII of 1984)-- --Ss.2(28) & 89-‘Constitution of Pakistan (1973), Art. 185(3)-‘Transfer of shares of private limited company -‘Pre-emptive right of existing shareholders/directors of the company-‘No objection by State Bank of Pakistan to sell the shares-‘Defendant without offering his shares to the existing shareholders/directors of the company, sold the same to third party-‘Plaintiffs assailed the sale of shares on the ground that they were willing to purchase the shares but no notice, as required by Articles of Association of the Company, had been given either to the Secretary of the company or to them-‘High Court in exercise of original civil jurisdiction dismissed the suit but Division Bench of High Court allowed the appeal and suit was decreed in favour of the plaintiffs-‘Plea…
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