Summary: (a) Companies Act (XIX of 2017)--- ----Ss. 159(1) & 159(2)---Proceedings of election of Board of directors assailing of---Material irregularities in proceedings---Effect---Petitioner, being shareholder of the Private Limited Company (‘the Company’), challenged the election process of the Board of Directors of the Company---Held: Section 159(1) of the Companies Act, 2017 (‘the Act, 2017’) mandates that the existing Board of Directors shall, through a duly convened meeting, fix the number of directors to be elected in the upcoming general meeting---Record revealed that no such resolution was passed by the existing Board to fix the number of directors to be elected---Furthermore, the respondents failed to produce any documentary evidence establishing compliance with the statutory requirements of Ss. 159(1) & 159(2) of the Act, 2017---Such non-compliance strikes at the root of the election process and renders the entire exercise invalid, vitiating the election proceedings---High Court declared the election of the Board of Directors of the Company as illegal, void ab initio and without lawful authority, being violative of the mandatory provisions of the Act, 2017 and set aside the entire election process and resolutions passed ;consequently, directing the existing Board of Directors to proceed election process in compliance with provisions of Ss. 159(1) & 159(2) of the Act, 2017---Petition, filed by shareholder of Company, was allowed accordingly. Tariq Aziz and others v. Makhdum Ahmed Mahmud and others 2022 CLD 1279 and Shahid Mahmood & Company (Pvt.) Limited and 2 others v. Zahid Mahmood and 5 others 2025 CLD 408 ref. Dewan Salman Fibre Limited v. Dewan Petroleum (Pvt.) Limited 2016 CLD 1049 distinguished. (b) Companies Act (XIX of 2017)--- ----Ss. 159(1), 159(2) & 160---Power of the Court to declare election of Directors invalid---Locus standi/threshold---Scope---Petitioner, being shareholder of the Private Limited Company (‘the Company’), challenged the election process of the Board of Directors of the Company---Held: Petitioner, along with supporting shareholders, held more than 10% of the voting power, thereby satisfying the threshold prescribed under S. 160 of the Companies Act, 2017 (‘the Act, 2017’)---Section 160 of the Act 2017 empowers the Court to declare election proceedings invalid where material irregularities or violations of law are established---Petitioner had alleged serious procedural irregularities, including: (i) absence of proper attendance and voting records; (ii) failure to count votes cast in favor of the petitioner; (iii) lack of procedural transparency throughout the election process; and (iv) denial of effective participation to shareholders---The cumulative effect of these irregularities constituted fundamental procedural lapses that undermined the legitimacy and fairness of the election---Accordingly, such defects warranted judicial scrutiny and intervention under the mandate of S. 160 of the Act 2017---High Court declared the election of the Board of Directors of the Company as illegal, void ab initio, and without lawful authority, being violative of the mandatory provisions of the Act 2017, and set aside the entire election process and resolutions passed; consequently, directing the existing Board of Directors to proceed election process in compliance with provisions of Ss. 159(1) & 159 (2) of the Act, 2017---Petition, filed by shareholder of Company, was allowed accordingly. Mrs. Hijab Fatima Tariq and 2 others v. Kohat Cement Co. Ltd. and others 2017 CLD 436 distinguished. (c) Companies Act (XIX of 2017)--- ----Ss.159(1), 159(2) & 160---Proceedings of election of Board of Directors, assailing of---Limitation---Petitioner, being shareholder of the Private Limited Company (‘the Company’), challenged the election process of the Board of Directors of the Company---Objection qua limitation was raised as petition before the Court was filed after about one and half month of the impugned election---Validity---The delay in filing petition had been satisfactorily explained---Petitioner applied for certified copies of relevant minutes on the very next day of impugned proceedings, however, only uncertified copies were provided after about fifteen days ; certified copies were re-applied for but, unrebuttedly, were never issued---Accordingly, the delay stood duly explained---Therefore, there was no merit in the contention that the petition was barred by limitation, particularly when there had been a failure to comply with the mandatory provisions of Ss. 159(1) & (2) of the Companies Act, 2017---High Court declared the election of the Board of Directors of the Company as illegal, void ab initio and without lawful authority, being violative of the mandatory provisions of the Act 2017, and set aside the entire election process and resolutions passed ; consequently, directing the existing Board of Directors to proceed election process in compliance with provisions of Ss. 159(1) & 159 (2) of the Act, 2017---Petition, filed by shareholder of Company, was allowed accordingly. (d) Companies Act (XIX of 2017)--- ----Ss. 159(1) & 159(2)---Proceedings of election of Board of Directors, assailing of---Material irregularities in impugned proceeding---The word ‘shall’ is used in a provision of law---Scope---Petitioner, being shareholder of the Private Limited Company (‘the Company’), challenged the election process of the Board of Directors of the Company---Held: Section 159(1) of the Companies Act, 2017 (‘the Act 2017’), mandates that the existing Board of Directors shall, through a duly convened meeting, fix the number of directors to be elected in the upcoming general meeting---When a statute requires that a thing should be done in a particular manner or form, it has to be done in such manner, otherwise it would not be in-compliance with the legislative intent---When the word ‘shall’ is used in a provision of law, it is to be construed in its ordinary grammatical meaning and normally the use of word ‘shall’ by the legislature brands a provision as mandatory, especially when an authority is required to do something in a particular manner---High Court declared the election of the Board of Directors of the Company as illegal, void ab initio and without lawful authority, being violative of the mandatory provisions of the Act 2017 and set aside the entire election process and resolutions passed ; consequently, directing the existing Board of Directors to proceed election process in compliance with provisions of Ss.159(1) & 159 (2) of the Act, 2017---Petition, filed by shareholder of Company, was allowed accordingly. Atta Muhammad Qureshi v. The Settlement Commissioner, Lahore Division, Lahore PLD 1971 SC 61; Hakim Ali v. Muhammad Salim 1992 SCMR 46; Khyber Tractors (Pvt.) Ltd v. Pakistan through Ministry of Finance PLD 2005 SC 842; Zia Ur Rehman v. Syed Ahmed Hussain 2014 SCMR 1015; The Collector of Sales Tax, Gujranwala v. Messrs Super Asia Mohammad Din and Sons 2017 SCMR 1427; Abdul Khaliq v. Sardar Sanaullah Zehri 2019 CLC 1543; Shahdost Dashti v. Federation of Pakistan 2019 CLC 1750; Muhammad Andleeb Raza v. Muhammad Nazar 2019 YLR 1974 and Haji Abdul Karim and others v. Florida Builders (Pvt.) Limited PLD 2012 SC 247 ref. Ali Raza Khokhar for Petitioner. Ahmad Rafay Alam for Respondents Nos. 1 to 4. Ruman Bilal for Respondent No.5-SECP. Date of hearing: 1st July, 2025.

Summary: The Election Tribunal has the power to restore the Election Petition, which is dismissed for non-prosecution. Case reported as Chaudhry Asad Ur Rehman v. The Election Commission of Pakistan and 17 others (2018 CLC 1040) is not persuasive when the Larger Bench of the Lahore High Court, Lahore has held that such power lies with the Tribunal. Case reported as Sardar Talib Hussain Nakai v. Rana Muhammad Hayat and 2 others (PLD 2011 Lahore 207) is referred.

Summary: Summary pending

Summary: Summary pending

Summary: Summary pending

Summary: Summary pending

Summary: Summary pending

Summary: The Election Tribunal has the power to restore the Election Petition, which is dismissed for non- prosecution. Case reported as Chaudhry Asad Ur Rehman v. The Election Commission of Pakistan and 17 others (2018 CLC 1040) is not persuasive when the Larger Bench of the Lahore High Court, Lahore has held that such power lies with the Tribunal. Case reported as Sardar Talib Hussain Nakai v. Rana Muhammad Hayat and 2 others (PLD 2011 Lahore 207) is referred. 340Religion 39994/25 Bilal Hussain Vs Home Secretary Govt. of the Punjab etc. Mr. Justice Muhammad Sajid Mehmood Sethi 30- 06- 2025 2025 LHC 8288

Summary: 339Election Petition 65282/24 Muhammad Yar Vs Naveed Aslam Khan Lodhi etc Mr. Justice Anwaar Hussain 01- 07- 2025 2025 LHC 4571 PLD 2025 Lahore 692

Summary: Summary pending