2014 PLP 1683 (CLD)

MRS. AYESHA A. MALIK, J.

Through this petition under section 290 of the Companies Ordinance, 1984 (1984 Ordinance), the petitioner has prayed for payment against 50% of his share for the years 2010-2012. He has also prayed that the original Munazim Card be handed over to him. He further prays that the criminal proceedings be initiated against the respondents Nos.6 and 7 for forgery of documents and legal proceedings be initiated against them for concealment of tax returns. The petitioner also seeks a direction that the respondent not be issued any Hajj Quota and they be restrained from running the business of Jadee Al-Raee Hajj Services (Pvt.) Ltd.

2. The basic facts as stated in the petition are that the petitioner has a Munazim Card for the purposes of Hajj and Umra services. The petitioner incorporated a private limited company under the name of Jadeed Al-Raee Hajj Services (Pvt.) Ltd. At the time of it was agreed between the petitioner and the respondent No.6 that they would be the only two shareholders of the company. However, subsequently without the petitioner's consent, the respondent No.7 was added as a shareholder causing a reduction in the share percentage of the petitioner from 50% to 25%. Since, then the petitioner and the respondent No.6 have a management dispute. The petitioner also claims that he did not sign the Memorandum and Articles of Association submitted before the SECP. He also claims that the bank accounts were opened after forging his signatures. The petitioner made a written application to the respondent No.4 not to make any changes in the company documents without his physical presence. However, the petitioner was informed on 13-3-2013 that he is not a shareholder of the company. The petitioner submitted a detailed reply to the same but received no reply from the respondents. The petitioner has tried to have his grievance redressed and filed Writ Petition No.21215 of 2012, which was dismissed on the grounds that the petitioner should avail remedy before the competent forum. Hence the petitioner has instituted this petition under section 290 of the 1984 Ordinance.

3. Learned counsel for the petitioner has stated that the company Jadeed Al-Raee Hajj Services (Pvt.) Ltd. cannot offer Hajj and Umra service without the Munazim Card issued by the Government of Saudi Arabia. The said card being used by the company is in his name, hence the Hajj quota issued to Jadeed Al-Raee Hajj Services (Pvt.) Ltd. is in fact issued to Al-Race Hajj Services (Pvt.) Ltd., which belonged to the petitioner. The petitioner has also aggrieved by the fact that he never signed Memorandum or Articles of Association and never intended to induct the respondent No.7 as a shareholder. Learned counsel has also pointed out that tax returns of the company are fraudulently filed.

4. At the very outset, the question of maintainability of this petition was raised by the learned counsel for the respondent that the company Jadeed Al-Raee Hajj Services (Pvt.) Ltd. against whom the grievance is alleged by the petitioner has not been made a party in this petition. The other objection raised is that the prayer of the petitioner cannot be granted under section 290 of the 1984 Ordinance. The petitioner is aggrieved primarily on account of a management dispute inter se the respondents Nos.6 and

7. This does not fall within, the ambit of section 290 of the 1984 Ordinance.

5. Learned counsel for the respondents Nos.6 and 7 has argued that the prayer sought for by the petitioner cannot be granted under section 290 of the 1984 Ordinance. He has relied upon the case titled "Muhammad Hussain v. Dawood Flour Mill and others" (2003 CLD 1429).

6. After hearing the learned counsel for the parties, learned counsel for the petitioner requested that time may be granted that he may implead the company to rectify the error of not making the company a party. However, after hearing the learned counsel for the petitioner I am of the opinion that since the instant petition is not maintainable primarily because the prayer sought for by the petitioner cannot be granted under section 290 of the 1984 Ordinance, hence there is no reason to grant permission to the petitioner to implead Jadeed Al-Raee Hajj Services (Pvt.) Ltd. as a respondent in this C.O. Section 290 of the 1984 Ordinance under Part-X is invoked for the prevention of oppression or mismanagement. An application is made where the members of the company are of the opinion that the affairs of the company are being conducted, or are likely to be conducted, in an unlawful or fraudulent manner, or in a manner, which is contrary to its Memorandum and Articles of Association or in a manner oppressive to the members or any of the members or the creditors or in an manner prejudicial to the public interest. The Court may, with a view to bringing an end matters complained of, makes such orders which it deems fit for regulating the conduct of the company's affairs. The powers of the Court are provided under section 291 of the 1984 Ordinance. A bare review of sections 290 and 291 of the 1984 Ordinance show that a Court under the said sections cannot look into a dispute inter-se the parties. In this case, the dispute between the parties relates to forgery of documents, illegal use of Munazim Card and Hajj quota. A dispute of this nature cannot be adjudicated upon under section 290 of the 1984 Ordinance as they do not relate to matters of the company, which ought to be regulated by the Court but in fact relate to a dispute inter se the petitioner and the respondents No.6 and

7. The present petition before this Court is not a case of oppression and mismanagement but is a case where the petitioner claims fraudulent acts of forgery and, un-authorized use of his Munazim Card and Hajj quota. To the mind of this Court, these issues do not amount to oppression under section 290 of the 1984 Ordinance nor does it amount to mismanagement. A review of the letter issued to the SECP by the petitioner dated 19-2-2013 appended with the petition reveals that the petitioner's grievance is against the respondents Nos.6 and 7, whom he claims fraudulently forged his signatures on company documents as well as on bank accounts and he claims that they are not following the guidelines provided by MORA with respect to providing Hajj services.

7. Therefore, under the circumstances, I find that this petition is not maintainable and the same is dismissed. MWA/M-256/L Petition dismissed.