Summary: (a) Companies Act (XIX of 2017)- -Ss.131, 132, 134(2), 136, 286, 287, 288, 290, 397, 298, 299 & 400-Financial statements of company for past years-Approval in EGM, challenge to-Company failing to hold AGMs for preceding financial years-Such conduct constituting oppression, allegation of-Subsequent convening of EGM to approve audited financial statements of past years-Legality-Statutory lapse and its legal consequence-Moot point-Whether, upon expiry of statutory period for holding AGM, the company is legally competent to transact AGM business through an EGM-Appointment of auditors for subsequent years through EGM-Permissibility-Non-holding of AGM attracting regulatory consequences but not rendering subsequent EGM proceedings void-Briefly, the petitioner was a minority shareholder holding approximately 22.5% shares in the respondent company who invoked the jurisdiction of the High Court under the Companies Act, 2017, complaining of prolonged non-holding of Annual General Meetings (AGMs), non-approval and filing of financial statements for multiple past years, and subsequent steps taken by the board of directors to approve audited accounts for earlier periods and to appoint auditors for later periods through an Extraordinary General Meeting-The petitioner participated in and voted at the said EGM, where resolutions were passed by majority-The core issue before the High Court was 努hether, in the absence of timely AGMs, the company could lawfully transact the business of approval of past financial statements and appointment of auditors through an EOGM, and whether such acts amounted to unlawful conduct or oppression of minority shareholders requiring interference under the Companies Act, 2017?-Held: Subsequent auditors were to be appointed by the company in the annual general meeting on the recommendation of the board-In the present case, it had been done in an extraordinary general meeting for which a special resolution was required to be passed in terms of S.2(66) of the Act-Doubtless, the necessary majority for a special resolution was conspicuously missing in the present case for appointment of auditors-Only course open to the company was for convening an extraordinary general meeting which had duly been done yet the foremost requirement of special resolution had not been fulfilled-Members of the company could in any EGM consider the financial statements of previous financial years as well as the reports of the Board and auditors-This was precisely what was considered and approved by the members of respondent company in the EGM under challenge in the present petition-Law provided for the transaction of a business in an EGM which could have been transacted in an AGM but was not so done at the relevant time-If such transaction through an EGM was disallowed then this would have given carte blanche to the directors to simply evade their duty to place the financial statements before the members of the company by deliberately failing to hold an AGM-This could not be the intention of the legislature under the law-As regards the plea of oppression taken in the petition, same did not make out an actionable claim-Since the petitioner did not challenge the proceedings of the general meeting within time (thirty days), he could not bring the present petition alleging oppression of the minority shareholders-Instead of bringing a separate petition to challenge the EGM (of 23.5.2024), the petitioner ought to have added this as a ground to C.O.24829/2023 (whereby challenge to the election of Board held on 01.02.2023 in an EOGM was made) to seek winding up of respondent company-On this basis too, the instant petition was an abuse of the process of the court-Though no case for oppression was made out, in order to streamline the future affairs of the respondent company, it was directed that (i) the audited accounts were to be completed expeditiously and placed before a general meeting for consideration soon thereafter; ii) The AGM for the upcoming financial year to be held on time and according to law; iii) The petitioner and other shareholders were to have access to financial statements, directors reports, audited reports etc. as and when same were prepared and presented-Holding of EGM of 23.5.2024 and other factors mentioned in the petition did not give rise to unlawful and fraudulent acts by the respondents Nos. 2-6 to constitute oppression-The petition to that extent was dismissed, in circumstances. (b) Companies Act (XIX of 2017)- -S.223-Financial statements-Statutory duty of Board to lay the same before the company in general meeting-Time-frame-Scope and obligation-Board of every company has to lay before the company in AGM its financial statements for the period since the preceding financial statements made up to the date of close of financial year adopted by the company-The financial statements must be laid within a period of one hundred and twenty days following the close of financial year of a company. (c) Companies Act (XIX of 2017)- -Ss.2(66) & 204(8)-Breach of duty, default or negligence by a director, ratification of-Procedure-Special resolution, holding of-Requirement-Any breach of duty, default or negligence by a director in contravention of the articles of the company or any of its policy may be ratified by the company through a special resolution and the Commission may impose any restriction as may be specified-The requirements of special resolution have been spelt out in S.2(66)-A special resolution can only be passed by a majority of not less than three-fourths of such members of the company entitled to vote as are present in person or by proxy at a general meeting-The connotation is that past acts of default of a director may be ratified by a company if it chooses to do so and by a special resolution only. (d) Companies Act (XIX of 2017)- -Ss.131 & 132-Statutory meeting-Mandatory compliance-Holding of Annual General Meeting (AGM), obligation of-Statutory timeframe-Failure to hold AGM-Consequences-Extraordinary General Meeting (EGM), resort to-Mechanism-Board痴 power to convene EGM-Scope-Every public company having a share capital is obligated to hold a general meeting of members of the company within a period of one hundred and eighty days from the date of which the company is entitled to commence business or within nine months from the date of its incorporation whichever is earlier-This shall be called a statutory meeting-Section 132 is about annual general meetings of a company and provides that every company shall hold an annual general meeting within sixteen months from the date of its incorporation and thereafter once in every calendar year within a period of one hundred and twenty days following the close of its financial year-Thus, by the tenor of S.132 every company is obliged under the law to hold an annual general meeting once in every calendar year within a period of one hundred and twenty days following the close of its financial year-Time for holding an AGM cannot be extended beyond a period of thirty days from the original one hundred and twenty days provided by law-That period has come to pass in respect of financial years till 2024-It was under these circumstances that the respondents resorted to calling of extraordinary general meeting as contemplated by S.133-A reading of S.133 indubitably leads to the conclusion that all meetings of the members of the company shall be referred as general meetings of a company-Further, all general meetings of a company other than the annual general meeting referred in S.132 and statutory meeting mentioned in S.131 shall be called extra ordinary general meetings for the precise reason that an EGM is held under special circumstances and by subsection (2) the Board may at any time call an extraordinary general meeting of the company to consider any matter which requires approval of the company in a general meeting-Doubtless, subsection (2) of S.133 confers power on the Board to call an EGM and any matter may be considered in an EGM which requires the approval of a company in a general meeting. (e) Companies Act (XIX of 2017)- -Ss.131, 132 & 134(2)-Financial statements-Reports of the board and auditors-Annual General Meeting, non-holding of-Effect-Holding of an Extraordinary General Meeting instead-Permissibility-In case an AGM is not held on time as provided by law for any reason whatsoever and no extension can be granted by the Commission, the only option left is for an EGM to be held for transaction of a business. (f) Companies Act (XIX of 2017)- -Ss.131, 132 & 204-Breach of duty by a director, ratification of-Mode of ratification-Special resolution, holding of-In case the company considers that a director is in breach of his duties in contravention of the articles of the company or any of its policy or decision of a board, it may proceed to convene an EGM for the purpose of ratification of the act of a director and for which a special resolution would be required-Thus, the company has firstly to form an opinion that any of its directors has committed a breach of duty or is in default of its policies or decision of the board and thereafter it may further decide to ratify that act by a special resolution-That opinion can only be formed by the Board of Directors of a company and none else. (g) Companies Act (XIX of 2017)- -Ss.131, 132 & 204-Company failing to hold an Annual General Meeting (AGM)-Whether directors of a company can be held liable for such failure-Power of company to ratify its own default-Scope-Failure to hold AGMs is the act of the company and not of an individual director, therefore, the default of the company will have to be ratified in contradistinction to the default of an individual director-Section 204 does not deal with such species of default-Any default by a company will be for the Securities and Exchange Commission of Pakistan (SECP) to determine and fix liability-The company itself cannot be conceived to have power to ratify its own defaults or breach of duty. (h) Companies Act (XIX of 2017)- -Ss.131, 132 & 286-Oppression and mismanagement, allegation of-Ratification of acts/omissions-Scope-There can conceivably be no oppression in respects of acts which, under the law, can be ratified. (i) Companies Act (XIX of 2017)- -Ss.136 & 286-General meeting proceedings-Court痴 power to invalidate-Limitation-Failure to challenge within time, effect of-Subsequent oppression petition-Maintainability-Court is empowered to declare the proceedings of a general meeting including an EGM, invalid-This would require a petition by members having not less than 10% of the voting power in the company and may be declared invalid by reason of a material defect or omission in the notice or irregularity in the proceedings of the meeting-Therefore, the law itself provides an alternate remedy to the members having not less than 10% of the voting power-Petition shall be made within thirty days of the impugned meeting-If a minority shareholder does not file the petition within time he cannot allege oppression of the minority shareholders. Ruman Bilal for SECP. Dates of hearing: 2nd and 3rd December, 2025.

Summary: ----Ss.131, 132, 134(2), 136, 286, 287, 288, 290, 397, 298, 299 & 400---Financial statements of company for past years---Approval in EGM, challenge to---Company failing to hold AGMs for preceding financial years---Such conduct constituting oppression, allegation of---Subsequent convening of EGM to approve audited financial statements of past years---Legality---Statutory lapse and its legal consequence---Moot point---Whether, upon expiry of statutory period for holding AGM, the company is legally competent to transact AGM business through an EGM---Appointment of auditors for subsequent years through EGM---Permissibility---Non-holding of AGM attracting regulatory consequences but not rendering subsequent EGM proceedings void---Briefly, the petitioner was a minority shareholder holding approximately 22.5% shares in the respondent company who invoked the jurisdiction of the High Court under the Companies Act, 2017, complaining of prolonged non-holding of Annual General Meetings (AGMs), non-approval and filing of financial statements for multiple past years, and subsequent steps taken by the board of directors to approve audited accounts for earlier periods and to appoint auditors for later periods through an Extraordinary General Meeting---The petitioner participated in and voted at the said EGM, where resolutions were passed by majority---The core issue before the High Court was “whether, in the absence of timely AGMs, the company could lawfully transact the business of approval of past financial statements and appointment of auditors through an EOGM, and whether such acts amounted to unlawful conduct or oppression of minority shareholders requiring interference under the Companies Act, 2017?”---Held: Subsequent auditors were to be appointed by the company in the annual general meeting on the recommendation of the board---In the present case, it had been done in an extraordinary general meeting for which a special resolution was required to be passed in terms of S.2(66) of the Act---Doubtless, the necessary majority for a special resolution was conspicuously missing in the present case for appointment of auditors---Only course open to the company was for convening an extraordinary general meeting which had duly been done yet the foremost requirement of special resolution had not been fulfilled---Members of the company could in any EGM consider the financial statements of previous financial years as well as the reports of the Board and auditors---This was precisely what was considered and approved by the members of respondent company in the EGM under challenge in the present petition---Law provided for the transaction of a business in an EGM which could have been transacted in an AGM but was not so done at the relevant time---If such transaction through an EGM was disallowed then this would have given carte blanche to the directors to simply evade their duty to place the financial statements before the members of the company by deliberately failing to hold an AGM---This could not be the intention of the legislature under the law---As regards the plea of oppression taken in the petition, same did not make out an actionable claim---Since the petitioner did not challenge the proceedings of the general meeting within time (thirty days), he could not bring the present petition alleging oppression of the minority shareholders---Instead of bringing a separate petition to challenge the EGM (of 23.5.2024), the petitioner ought to have added this as a ground to C.O.24829/2023 (whereby challenge to the election of Board held on 01.02.2023 in an EOGM was made) to seek winding up of respondent company---On this basis too, the instant petition was an abuse of the process of the court---Though no case for oppression was made out, in order to streamline the future affairs of the respondent company, it was directed that (i) the audited accounts were to be completed expeditiously and placed before a general meeting for consideration soon thereafter; ii) The AGM for the upcoming financial year to be held on time and according to law; iii) The petitioner and other shareholders were to have access to financial statements, directors reports, audited reports etc. as and when same were prepared and presented---Holding of EGM of 23.5.2024 and other factors mentioned in the petition did not give rise to unlawful and fraudulent acts by the respondents Nos. 2-6 to constitute oppression---The petition to that extent was dismissed, in circumstances. (b) Companies Act (XIX of 2017)--- ----S.223---Financial statements---Statutory duty of Board to lay the same before the company in general meeting---Time-frame---Scope and obligation---Board of every company has to lay before the company in AGM its financial statements for the period since the preceding financial statements made up to the date of close of financial year adopted by the company---The financial statements must be laid within a period of one hundred and twenty days following the close of financial year of a company. (c) Companies Act (XIX of 2017)--- ----Ss.2(66) & 204(8)---Breach of duty, default or negligence by a director, ratification of---Procedure---Special resolution, holding of---Requirement---Any breach of duty, default or negligence by a director in contravention of the articles of the company or any of its policy may be ratified by the company through a special resolution and the Commission may impose any restriction as may be specified---The requirements of special resolution have been spelt out in S.2(66)---A special resolution can only be passed by a majority of not less than three-fourths of such members of the company entitled to vote as are present in person or by proxy at a general meeting---The connotation is that past acts of default of a director may be ratified by a company if it chooses to do so and by a special resolution only. (d) Companies Act (XIX of 2017)--- ----Ss.131 & 132---Statutory meeting---Mandatory compliance---Holding of Annual General Meeting (AGM), obligation of---Statutory timeframe---Failure to hold AGM---Consequences---Extraordinary General Meeting (EGM), resort to---Mechanism---Board’s power to convene EGM---Scope---Every public company having a share capital is obligated to hold a general meeting of members of the company within a period of one hundred and eighty days from the date of which the company is entitled to commence business or within nine months from the date of its incorporation whichever is earlier---This shall be called a statutory meeting---Section 132 is about annual general meetings of a company and provides that every company shall hold an annual general meeting within sixteen months from the date of its incorporation and thereafter once in every calendar year within a period of one hundred and twenty days following the close of its financial year---Thus, by the tenor of S.132 every company is obliged under the law to hold an annual general meeting once in every calendar year within a period of one hundred and twenty days following the close of its financial year---Time for holding an AGM cannot be extended beyond a period of thirty days from the original one hundred and twenty days provided by law---That period has come to pass in respect of financial years till 2024---It was under these circumstances that the respondents resorted to calling of extraordinary general meeting as contemplated by S.133---A reading of S.133 indubitably leads to the conclusion that all meetings of the members of the company shall be referred as general meetings of a company---Further, all general meetings of a company other than the annual general meeting referred in S.132 and statutory meeting mentioned in S.131 shall be called extra ordinary general meetings for the precise reason that an EGM is held under special circumstances and by subsection (2) the Board may at any time call an extraordinary general meeting of the company to consider any matter which requires approval of the company in a general meeting---Doubtless, subsection (2) of S.133 confers power on the Board to call an EGM and any matter may be considered in an EGM which requires the approval of a company in a general meeting. (e) Companies Act (XIX of 2017)--- ----Ss.131, 132 & 134(2)---Financial statements---Reports of the board and auditors---Annual General Meeting, non-holding of---Effect---Holding of an Extraordinary General Meeting instead---Permissibility---In case an AGM is not held on time as provided by law for any reason whatsoever and no extension can be granted by the Commission, the only option left is for an EGM to be held for transaction of a business. (f) Companies Act (XIX of 2017)--- ----Ss.131, 132 & 204---Breach of duty by a director, ratification of---Mode of ratification---Special resolution, holding of---In case the company considers that a director is in breach of his duties in contravention of the articles of the company or any of its policy or decision of a board, it may proceed to convene an EGM for the purpose of ratification of the act of a director and for which a special resolution would be required---Thus, the company has firstly to form an opinion that any of its directors has committed a breach of duty or is in default of its policies or decision of the board and thereafter it may further decide to ratify that act by a special resolution---That opinion can only be formed by the Board of Directors of a company and none else. (g) Companies Act (XIX of 2017)--- ----Ss.131, 132 & 204---Company failing to hold an Annual General Meeting (AGM)---Whether directors of a company can be held liable for such failure---Power of company to ratify its own default---Scope---Failure to hold AGMs is the act of the company and not of an individual director, therefore, the default of the company will have to be ratified in contradistinction to the default of an individual director---Section 204 does not deal with such species of default---Any default by a company will be for the Securities and Exchange Commission of Pakistan (SECP) to determine and fix liability---The company itself cannot be conceived to have power to ratify its own defaults or breach of duty. (h) Companies Act (XIX of 2017)--- ----Ss.131, 132 & 286---Oppression and mismanagement, allegation of---Ratification of acts/omissions---Scope---There can conceivably be no oppression in respects of acts which, under the law, can be ratified. (i) Companies Act (XIX of 2017)--- ----Ss.136 & 286---General meeting proceedings---Court’s power to invalidate---Limitation---Failure to challenge within time, effect of---Subsequent oppression petition---Maintainability---Court is empowered to declare the proceedings of a general meeting including an EGM, invalid---This would require a petition by members having not less than 10% of the voting power in the company and may be declared invalid by reason of a material defect or omission in the notice or irregularity in the proceedings of the meeting---Therefore, the law itself provides an alternate remedy to the members having not less than 10% of the voting power---Petition shall be made within thirty days of the impugned meeting---If a minority shareholder does not file the petition within time he cannot allege oppression of the minority shareholders. Samar Masood Soofi, Ahmad Raza Mirza and Salman Hanif Rajput for Petitioner. Adil Umar Bandial, Sajjad Ali and Taimoor Sultan for Respondents. Sikandar Bashir Mohmand for Respondents Nos. 2 to 6. Ruman Bilal for SECP. Dates of hearing: 2nd and 3rd December, 2025.

Summary: (a) Companies Act (XIX of 2017)--- ----Ss.131, 132, 134(2), 136, 286, 287, 288, 290, 397, 398, 399 & 400---Financial statements of company for past years---Approval in EGM, challenge to---Company failing to hold AGMs for preceding financial years---Such conduct constituting oppression, allegation of---Subsequent convening of EGM to approve audited financial statements of past years---Legality---Statutory lapse and its legal consequence---Moot point---Whether, upon expiry of statutory period for holding AGM, the company is legally competent to transact AGM business through an EGM---Appointment of auditors for subsequent years through EGM---Permissibility---Non-holding of AGM attracting regulatory consequences but not rendering subsequent EGM proceedings void---Briefly, the petitioner was a minority shareholder holding approximately 22.5% shares in the respondent company who invoked the jurisdiction of the High Court under the Companies Act, 2017, complaining of prolonged non-holding of Annual General Meetings (AGMs), non-approval and filing of financial statements for multiple past years, and subsequent steps taken by the board of directors to approve audited accounts for earlier periods and to appoint auditors for later periods through an Extraordinary General Meeting---The petitioner participated in and voted at the said EGM, where resolutions were passed by majority---The core issue before the High Court was “whether, in the absence of timely AGMs, the company could lawfully transact the business of approval of past financial statements and appointment of auditors through an EOGM, and whether such acts amounted to unlawful conduct or oppression of minority shareholders requiring interference under the Companies Act, 2017?”---Held: Subsequent auditors were to be appointed by the company in the annual general meeting on the recommendation of the board---In the present case, it had been done in an extraordinary general meeting for which a special resolution was required to be passed in terms of S.2(66) of the Act---Doubtless, the necessary majority for a special resolution was conspicuously missing in the present case for appointment of auditors---Only course open to the company was for convening an extraordinary general meeting which had duly been done yet the foremost requirement of special resolution had not been fulfilled---Members of the company could in any EGM consider the financial statements of previous financial years as well as the reports of the Board and auditors---This was precisely what was considered and approved by the members of respondent company in the EGM under challenge in the present petition---Law provided for the transaction of a business in an EGM which could have been transacted in an AGM but was not so done at the relevant time---If such transaction through an EGM was disallowed then this would have given carte blanche to the directors to simply evade their duty to place the financial statements before the members of the company by deliberately failing to hold an AGM---This could not be the intention of the legislature under the law---As regards the plea of oppression taken in the petition, same did not make out an actionable claim---Since the petitioner did not challenge the proceedings of the general meeting within time (thirty days), he could not bring the present petition alleging oppression of the minority shareholders---Instead of bringing a separate petition to challenge the EGM (of 23.5.2024), the petitioner ought to have added this as a ground to C.O.24829/2023 (whereby challenge to the election of Board held on 01.02.2023 in an EOGM was made) to seek winding up of respondent company---On this basis too, the instant petition was an abuse of the process of the court---Though no case for oppression was made out, in order to streamline the future affairs of the respondent company, it was directed that (i) the audited accounts were to be completed expeditiously and placed before a general meeting for consideration soon thereafter; ii) The AGM for the upcoming financial year to be held on time and according to law; iii) The petitioner and other shareholders were to have access to financial statements, directors reports, audited reports etc. as and when same were prepared and presented---Holding of EGM of 23.5.2024 and other factors mentioned in the petition did not give rise to unlawful and fraudulent acts by the respondents Nos. 2-6 to constitute oppression---The petition to that extent was dismissed, in circumstances. (b) Companies Act (XIX of 2017)--- ----S.223---Financial statements---Statutory duty of Board to lay the same before the company in general meeting---Time-frame---Scope and obligation---Board of every company has to lay before the company in AGM its financial statements for the period since the preceding financial statements made up to the date of close of financial year adopted by the company---The financial statements must be laid within a period of one hundred and twenty days following the close of financial year of a company. (c) Companies Act (XIX of 2017)--- ----Ss.2(66) & 204(8)---Breach of duty, default or negligence by a director, ratification of---Procedure---Special resolution, holding of---Requirement---Any breach of duty, default or negligence by a director in contravention of the articles of the company or any of its policy may be ratified by the company through a special resolution and the Commission may impose any restriction as may be specified---The requirements of special resolution have been spelt out in S.2(66)---A special resolution can only be passed by a majority of not less than three-fourths of such members of the company entitled to vote as are present in person or by proxy at a general meeting---The connotation is that past acts of default of a director may be ratified by a company if it chooses to do so and by a special resolution only. (d) Companies Act (XIX of 2017)--- ----Ss.131 & 132---Statutory meeting---Mandatory compliance---Holding of Annual General Meeting (AGM), obligation of---Statutory timeframe---Failure to hold AGM---Consequences---Extraordinary General Meeting (EGM), resort to---Mechanism---Board’s power to convene EGM---Scope---Every public company having a share capital is obligated to hold a general meeting of members of the company within a period of one hundred and eighty days from the date of which the company is entitled to commence business or within nine months from the date of its incorporation whichever is earlier---This shall be called a statutory meeting---Section 132 is about annual general meetings of a company and provides that every company shall hold an annual general meeting within sixteen months from the date of its incorporation and thereafter once in every calendar year within a period of one hundred and twenty days following the close of its financial year---Thus, by the tenor of S.132 every company is obliged under the law to hold an annual general meeting once in every calendar year within a period of one hundred and twenty days following the close of its financial year---Time for holding an AGM cannot be extended beyond a period of thirty days from the original one hundred and twenty days provided by law---That period has come to pass in respect of financial years till 2024---It was under these circumstances that the respondents resorted to calling of extraordinary general meeting as contemplated by S.133---A reading of S.133 indubitably leads to the conclusion that all meetings of the members of the company shall be referred as general meetings of a company---Further, all general meetings of a company other than the annual general meeting referred in S.132 and statutory meeting mentioned in S.131 shall be called extra ordinary general meetings for the precise reason that an EGM is held under special circumstances and by subsection (2) the Board may at any time call an extraordinary general meeting of the company to consider any matter which requires approval of the company in a general meeting---Doubtless, subsection (2) of S.133 confers power on the Board to call an EGM and any matter may be considered in an EGM which requires the approval of a company in a general meeting. (e) Companies Act (XIX of 2017)--- ----Ss.131, 132 & 134(2)---Financial statements---Reports of the board and auditors---Annual General Meeting, non-holding of---Effect---Holding of an Extraordinary General Meeting instead---Permissibility---In case an AGM is not held on time as provided by law for any reason whatsoever and no extension can be granted by the Commission, the only option left is for an EGM to be held for transaction of a business. (f) Companies Act (XIX of 2017)--- ----Ss.131, 132 & 204---Breach of duty by a director, ratification of---Mode of ratification---Special resolution, holding of---In case the company considers that a director is in breach of his duties in contravention of the articles of the company or any of its policy or decision of a board, it may proceed to convene an EGM for the purpose of ratification of the act of a director and for which a special resolution would be required---Thus, the company has firstly to form an opinion that any of its directors has committed a breach of duty or is in default of its policies or decision of the board and thereafter it may further decide to ratify that act by a special resolution---That opinion can only be formed by the Board of Directors of a company and none else. (g) Companies Act (XIX of 2017)--- ----Ss.131, 132 & 204---Company failing to hold an Annual General Meeting (AGM)---Whether directors of a company can be held liable for such failure---Power of company to ratify its own default---Scope---Failure to hold AGMs is the act of the company and not of an individual director, therefore, the default of the company will have to be ratified in contradistinction to the default of an individual director---Section 204 does not deal with such species of default---Any default by a company will be for the Securities and Exchange Commission of Pakistan (SECP) to determine and fix liability---The company itself cannot be conceived to have power to ratify its own defaults or breach of duty. (h) Companies Act (XIX of 2017)--- ----Ss.131, 132 & 286---Oppression and mismanagement, allegation of---Ratification of acts/omissions---Scope---There can conceivably be no oppression in respects of acts which, under the law, can be ratified. (i) Companies Act (XIX of 2017)--- ----Ss.136 & 286---General meeting proceedings---Court’s power to invalidate---Limitation---Failure to challenge within time, effect of---Subsequent oppression petition---Maintainability---Court is empowered to declare the proceedings of a general meeting including an EGM, invalid---This would require a petition by members having not less than 10% of the voting power in the company and may be declared invalid by reason of a material defect or omission in the notice or irregularity in the proceedings of the meeting---Therefore, the law itself provides an alternate remedy to the members having not less than 10% of the voting power---Petition shall be made within thirty days of the impugned meeting---If a minority shareholder does not file the petition within time he cannot allege oppression of the minority shareholders. Samar Masood Soofi, Ahmad Raza Mirza and Salman Hanif Rajput for Petitioner. Adil Umar Bandial, Sajjad Ali and Taimoor Sultan for Respondents. Sikandar Bashir Mohmand for Respondents Nos. 2 to 6. Ruman Bilal for SECP. Dates of hearing: 2nd and 3rd December, 2025.

Summary: Summary pending

Summary: 57C.O. (Commercial) 6859/25 Waqar ud Din Vs United Industries Limited etc Mr. Justice Shahid Karim 24- 12- 2025 2025 LHC 7979

Summary: Punjab Land Use (Classification, Reclassification and Redevelopment) Rules, 2009 [since repealed]--- ----Rr.60, 65(2), 67(1) & 67(2)---Constitution of Pakistan, Art.24---Constitutional petition---Demand of payment of conversion fee, challenge to---Properties of petitioners facing/abutting roads notified as “List-A”---Effect---Plea that it confers automatic conversion thus demand for conversion fee was unjustified---Legality---Facts: The petitioners owned/occupied properties stated to be facing or abutting roads notified as “List-A” under notification dated 30.06.2011 (issued under the Punjab Land Use (Classification, Reclassification and Redevelopment) Rules, 2009, later substituted by the 2020 Rules), whereby, future commercial activity was made permissible by virtue of that very notification, therefore they agitated that they were not liable to pay the conversion fee; through filing of present constitutional petition they challenged the municipal/local government demand requiring payment of conversion/commercialization fee for using (or intending to use) those properties for commercial purposes---Issue: “Whether a commercialization/conversion fee can be charged on a property abutting a notified List-A road?”---Held: Claim of absolute privilege to make use of the properties for commercial purposes without payment of conversion fee was not spelled out from the notification dated 30.06.2011---Properties, abutting / facing list-A category roads, were declared eligible for potential commercial use not per se by virtue of declaration but subject to payment of conversion fee---Pertinent question was “whether mere declaration, through notification, changed the legal character of the properties in question”; No; mere declaration of notified roads did not alter the legal character of each property specifically but it simply defined the eligibility benchmark, vis-à-vis properties qualified for carrying commercial activity subject to the payment of conversion fee---In essence, declaration of roads in list-A for future commercial use removed planning prohibitions and restrictions, that previously existed in the context of commercial use of properties and subjected it to payment of conversion fee---Land use conversion from one category to another was in the nature of an invitation by the administration to those persons, ready and willing to apply for seeking permission to convert legal status / character of their properties, subject to payment of conversion fee---Petitioners misjudged the scope and effect of the notification, which was merely an enabling step and not a self-executing commercialization order qua any specific property---No vested right was available to the petitioners to seek excuse from payment of conversion fee---Obligation of payment of conversion price was inconsonance with the mandate of property rights guaranteed in terms of Art.24 of the Constitution---Mere zoning or re-zoning of roads did not per seen title petitioners to benefit from the declaration without meeting the conditions---Challenge thrown to the order and demand for payment of conversion fee was rejected---Constitutional petitions were dismissed, in circumstances. Muhammad Ali Siddiqui, Nauman Aftab and Fatima Safeer for Petitioner. Tariq Murtaza Khan Malezai along with Muhammad Iqbal, Chief Officer Municipal Committee, Multan and Masroor Haider Usman, Additional Advocate-General, Punjab for Respondents. Date of hearing: 19th November, 2025.

Summary: Summary pending

Summary: Notifying any road for future commercial use is an enabling step and not a self-executing commercialization order with respect to change in the legal character of the property. 60Writ Petition- Immigration- Passport 13357-25 FARHAN ALI VS FOP ETC Mr. Justice Asim Hafeez 23- 12- 2025 2025 LHC 7936

Summary: Punjab Consolidation of Holdings Ordinance (VI of 1960)--- ----S.26---Punjab Land Revenue Act (XVII of 1967), S.53---Specific Relief Act (I of 1877), Ss. 42 & 54---Suit for declaration and injunction--- Consolidation proceedings--- Civil Court, jurisdiction of--- Principle--- Fraud--- Complicated question of law and fact--- Petitioner / plaintiff assailed mutation in question but suit and appeal were concurrently dismissed by two Courts below on the ground of bar to the jurisdiction of Civil Courts against consolidation proceedings--- Validity--- Without any proof showing that change in subsequent record of rights was result of consolidation proceedings or any lawful order passed thereunder, it could not be presumed that such change occurred due to consolidation--- Courts decide cases on the basis of proof and not on presumption--- Findings of both the Courts below upon section 26 of Punjab Consolidation of Holdings Ordinance, 1960 were based upon presumptions and conjectures and were not tenable in the eyes of law--- Complicated questions of law and fact, particularly involving allegations of fraud, necessarily require recording and appreciation of evidence fall within the exclusive jurisdiction of Civil Court--- Fraud can only be adjudicated by a competent Civil Court and not by revenue authorities exercising summary jurisdiction--- Fraud and mala fides vitiate all proceedings and cannot be protected by any statutory bar--- High Court set aside judgments and decrees passed by two Courts below and the matter was remanded to Trial Court for decision afresh on question of jurisdiction--- Revision was allowed in circumstances. Misri through Legal Heirs and others v. Muhammad Sharif and others 1997 SCMR 338; Muhammad Nawaz v. Malik Ghulam Sarwar and others 2005 MLD 1023; Ellahi Bakhsh and others v. Ahmad Bakhsh and 12 others 2006 MLD 279; Muhammad Hayat and 38 others v. Abdul Rahim and 24 others 2001 MLD 1524; Himat alias Allah Deya v. Rehmat 2004 YLR 2992; Utility Stores Corporation of Pakistan Limited v. Punjab Labour Appellate Tribunal and others PLD 1987 SC 447; Mr. Muhammad Jamil Asghar v. The Improvement Trust, Rawalpindi PLD 1965 SC 698; Hamid Husain v. Government of West Pakistan and others 1974 SCMR 356; Muhammad and 19 others v. Muhammad Hayat and 8 others 2006 CLC 907; Nemat Ali and another v. Malik Habib Ullah and others 2004 SCMR 604; Brig. (R) Masood Salam through Legal Heirs v. Sohail Ahmad and others PLD 2020 Lahore 478 and Muhammad Yousaf and 3 others v. Khan Bahadur through Legal Heirs 1992 SCMR 2334 rel. Ch. Riaz Hussain for Petitioners. Ch. Manzoor Ahmad Shakir for Respondents Nos. 2 to 11. Hussain Ibrahim Muhammad, Asst. Advocate General for Respondents Nos. 28 to 31. Proceeded against ex parte vide order dated 16.06.2023 for Respondents. Nos. 1 (1 to 8) and 12 to 27. Date of hearing: 10th December, 2025.

Summary: Summary pending