1989 PLP 1065 (CLC)

AJMAL MIAN, J.‑The petitioners through this petition have prayed for the following relief:‑ "The petitioners, therefore. prays that this Hon'ble Court may be pleased to admit the petition, call for the records and after hearing:‑ (1) Declare that the impugned orders of the Respondent No.l dated 20‑5‑1977 and 22‑1‑1987 is a nullity in law without lawful authority and of no legal effect. (2) Directing the Respondents to register the transfer of 50,000 shares of the former Premier Oil Company Limited belonging to the petitioners and issue the new Share Certificates in exchange of the old ones. (3) Grant any other relief or reliefs as may be fit and proper having regard to the circumstances of the case. (4) Grant the cost of the Petition to the Petitioners."

2. The brief facts leading to the filing of the above petition are that the petitioner which is a private limited company incorporated under the Companies Act, 1913, purchased 50,000 shares of Dawood Petroleum Ltd. By a Notification gazetted on Ist January, 1974 in pursuance of Ordinance II of 1974 some of the shares of Oil Companies including of Dawood Petroleum Ltd. were nationalised and the name was changed into Premier Oil Company Ltd. in 1975. After that on 29‑12‑1976 the Pakistan National Oil Co. and the Premier Oil Co. were merged into' Respondent No.

2. It seems that the petitioners on 12‑4‑1974 lodged 50,000 shares with Premier Oil Co. Ltd. for the transfer a1ongwith the verified Transfer Forms. It is the case of the petitioners that in spite of repeated 'requests, the above shares were not transferred . in their name. After that they made request to Respondent No.2 in terms of Marketing of Petroleum Products (Acquisition and Compensation) Rules, 1974 (hereinafter referred to as the Rules) framed in pursuance of the power conferred by section 33 of the Marketing of Petroleum Products (Federal Control) Act, 1974, but their request was not acceded to. Eventually the petitioners filed Constitutional Petition No.876 of 1978 in this 'Court, which was allowed by judgment dated 16‑4‑1986, whereby the respondent No. was directed to hear the appeal of petitioners by providing personal hearing. In response to the above order of the High Court, the petitioners' appeal was taken up by the Respondent No.l and ?he petitioners were informed by respondent No.2 by letter dated 22‑1‑1987 request No.1, whereupon

3. In support of the above petition, Mr. Nasim Ahmad Farooqui learned counsel for the petitioners has vehemently urged that the order passed by respondent No.l is arbitrary and capricious inasmuch as no reason for the rejection of the petitioners' request has been given and the petitioners were not told as to the reason why heir request was declined, nor they were confronted with the meterial on the basis of which the petitioner's request was not to be acceded to.

4. On the other hand M/s. Imam Ali G. Kazi Dy. Attorney‑General and Muhammad Anis learned counsel for the respondents have invited our attention to Para. 7 of the counter‑affidavit of respondent No.2 which reads as follows:‑ "

7. That as regards averments made in para. 5 pf the petition, it is respectfully submitted that on proper scrutiny it was found that the shares are standing in the names of certain persons who were non‑existing and fictitious." Apart from the above facts respondent No.2 despatched various communications in favour of the persons who were shown to be the holders of the shares but all such communications were returned back to respondent No.2 with the endorsement that these persons were not available on the addresses shown in their Share Certificates. It was also found on verification of the record that in past these persons were paid dividend on their share‑holdings in cash by cancelling endorsement of "Payee's Account" on dividend warrants and the dividend was paid in cash which is not in practice and never permitted under corporate laws and rules. In this connection the Federal Government also through its own Agency made investigation and it was revealed that all those persons who had signed the transfer application forms were fictitious and non‑existing persons. Accordingly the Federal Government gave a policy decision not to make any transfer in favour of these persons which direction is binding on the respondent No.2."

5. However, they have candidly conceded that the impugned order is non‑speaking order and does not give any reason on which the petitioners' request was turned down.

6. It may be observed' that the learned counsel for the petitioners has disputed the fact that petitioners were told about the reason or they were confronted with the material on the basis of which the petitioners' request was to be turned down. Be that as it may, in our view, if the petitioners' request for the transfer ‑was, to be refused on the ground that the transaction was not bona fide the petitioners were entitled to have been told the reason for arriving at the above conclusion and they were also entitled to have been confronted with the material on the basis of which the above conclusion was arrived at. Mr. Imam Ali G. Kazi learned Dy. Attorney‑General has submitted that the Department had the material and factually it was shown, which fact has been disputed by the petitioners. We are inclined to hold that it will be just and proper to remand the case to respondent No.l with the direction to decide the petitioners' appeal afresh and to confront them with the material whatever is available with the Department and the petitioners will A have the right to produce any evidence or material in rebuttal. After that, after hearing the petitioners and the respondent No.2, the appeal may be decided within a period of three months in accordance with law. The petition is disposed with no order as to costs. M.Z.S./U‑46/K Case remanded,