2005 PLP 30 (CLD)
Maj. Rtd. SAEEDUZ ZAMAN — Petitioner Versus LAHORE RACE CLUB — Respondent
| Citation | 2005 PLP 30 (CLD) |
| Forum / Court | Lahore |
| Bench Members | N/A |
| Parties | Maj. Rtd. SAEEDUZ ZAMAN — Petitioner Versus LAHORE RACE CLUB — Respondent |
| Primary Law | (b) Companies Ordinance (XLVII of 1984), (a) Companies Ordinance (XLVII of 1984) |
Q1: What are the key laws and sections cited in 2005 PLP 30 (CLD)?
This judgment primarily cites: (b) Companies Ordinance (XLVII of 1984), (a) Companies Ordinance (XLVII of 1984) as referenced in Pakistani case law index.
Q2: Which judicial bench decided the case 2005 PLP 30 (CLD)?
The case was heard and decided by the Lahore bench comprising: N/A.
Q3: What is the official citation format for this judgment on Pakistan Law Portal?
Cite this legal precedent as: 2005 PLP 30 (CLD) (Maj. Rtd. SAEEDUZ ZAMAN — Petitioner Versus LAHORE RACE CLUB — Respondent). Read the full summary and cross-referenced laws free on Pakistan Law Portal.
Laws Cited
Representation
- M. Iqbal for Petitioner.
- Syed Hamid Ali Shah for Respondent.
Headnotes / Summary
Ss. 152 & 42
Petitioner seeking rectification of Register of Membership of a Club functioning under S.42, Companies Ordinance, 1984 through re-entry of the name of the petitioner which had been earlier deleted allegedly on the ground of non payment of subscription of Club for two years
Petitioner was duly served with notices before taking the action of deleting his name
Contention of the petitioner was that he had received no notice and even if any notice was sent, it was sent at wrong address and further attributed mala fides to the management of the Club in this connection
No proof to show that the petitioner had paid the subscription of the Club for two years having been made available, action taken against the petitioner for non payment of the subscription thus remained unrebutted
Question for determination was whether the address previously given continued to be the address of the petitioner or he had left that address; on this point, there was silence on his side rather such fact that he also continued to have the address on which the notices were sent at another address, was not denied
Effect-- Prima facie, the present case was the one where the striking of the name was done because of the non-payment of the dues; allegation of mala fides and oblique collateral considerations resulting in the removal of his name involved a factual inquiry and the controversy whether the notice was actually received by him or not prior to the termination giving him an opportunity of depositing the subscription, involved resolution of a factual inquiry
Section 152, Companies Ordinance, 1984 involved a summary jurisdiction where only prima facie facts were resolved in a summary way and the complicated and doubtful cases were meant to be referred to the plenary Court of civil jurisdiction
Petitioner, for purposes of resolution of such controversy, will have to seek remedy, if so advised, from the Civil Court of competent jurisdiction
Management of the club, prima facie, had established its having taken action under the provisions of Articles of Association
Petition under S.152, Companies Ordinance, 1984 was dismissed by the High Court.
Ss. 152 & 42-Rectification of Register
Discretion of Directors of Company
Scope
Judgment & Decree
8. It is the case of the petitioner that he received no notice and even if any notice was sent, it was sent at a wrong address.
9. This allegation is controverted. The address on the notices (Annexures "R-1" and "R-2") is the same and reads as follows:-- "Maj. Gen. (Retd.) Saeed-uz-Zaman Janjua 108-A, Street No. 17, Ext. Shami Road, Lahore."
10. Annexure "R-3" is the list of Members with their addresses, where at Serial No.28, the same address has been mentioned.
11. It appears that the petitioner has two addresses and the other address is given in Annexure "E" to the petition, which shows the following address at Serial No.42 of the list:-- "Maj. Gen. Saeed-uz-Zaman Janjua, Near Rana Shaukat Mahmood's Farm, Badian Road, Lahore."
12. But the question for determination is whether the address previously given continues to be the address of the petitioner or he had left that address. On this, there is silence on his side, rather this fact that he also continued to have the address on which the notices were sent as another address, is not denied.
13. The petitioner attributes mala fides to the management of the Race Club while alleging that as he was critical of their mismanagement, they thought of removing him anti in this connection he refers to a letter which was sent to him on behalf of the Stewards asking him to refrain from the litigation he was indulging against the Club.
14. But he has not attached any proof to show that he had paid the subscription fee for the years 2003 and 2004. Therefore, the action taken against him duly under the T) provisions of Article 9(g) of the Articles of Association against non-payment of the fee, remains unrebutted.
15. Section 152 of the Companies Ordinance, 1984 reads as follows:-- "Power of Court to rectify register.
(1) If
(a) the name of any person is fraudulently or without sufficient cause entered in or omitted from the register of members or register of debenture-holders of a company; or (b) default is made or unnecessary delay takes place in entering on the register of members or register of debenture-holders the fact of the person having become or ceased to be a member or debenture-holder; the person aggrieved, or any member or debenture holder of the company, or the company, may apply to the Court for rectification of the register. (2) The Court may either refuse the application or may order rectification of the register on payment by the company of any damages sustained by any party aggrieved, and may make such order as to costs as it in its discretion thinks fit. (3) On an application under subsection (1) the Court may decide any question relating to the title of any person who is a party to the application to have his name entered in or omitted from the register, whether the question arises between members or debenture-holders or alleged members or debenture-holders, or between members or alleged members, or debenture-holder or alleged debenture-holders, on the one hand and the company on the other hand; and generally may decide any question which it is necessary or expedient to decide for rectification of the register. (4) An appeal from a decision on an application under subsection (1), or on an issue raised in any such application and tried separately, shall lie on the grounds mentioned in section 100 of the Code of Civil Procedure, 1908 (Act V of 1908)- (a) if the decision is that of a Civil Court subordinate to a High Court, to the High Court; and (b) if the decision is that of a Company Bench consisting of a Single Judge, to a Bench consisting of two or more Judges of the High Court."
16. This Court recollects the famous case of Bajaj Auto Limited U. N.K. Firodia AIR 1971 SC 321, wherein some principles have been laid down which structure discretion on the part of the Directors and in this connection the Stewards in the matter of rectification: firstly, whether they acted in the interest of the company, secondly; whether they acted on any F wrong principle and thirdly, whether they acted with an oblique motive or for a collateral purpose. On the basis of this criterion, we have to see whether the discretion used by the Stewards pursuant to paragraph 9(g) of the Articles of Association was based on just and proper considerations and in the paramount interest of the company.
17. Prima facie, this is a case where the striking off the name was done because of the non-payment of the dues. The allegation of mala fides and oblique collateral considerations resulting in the removal of the name, involves a factual inquiry. Likewise, the controversy whether the notice was actually received by him or not prior to the termination giving an opportunity of depositing the fee, involves resolution of a factual question.
18. Section 152 of the Companies Ordinance, 1984 involves a summary jurisdiction where only prima facie facts are resolved in a summary way and the complicated and doubtful cases are meant to be referred to the plenary Court of civil jurisdiction. In this connection, reference may be made to the' following cases: (1) Khurshid Ahmad Khan and another v. Pak Cycle Manufacturing Company Ltd. Shahdara and 4 others PLD 1987 Lah. 1; (2) Waqar Ahmad Malik v. Bisvil Spinners (Pvt.) Ltd. and 11 others 1991 CLC Note 110 at p.89; (3) Sh. Mushtaq Ahmad v. Shaukat Soap Factory and others 1987 CLC 2079.
19. Consequently, for purposes of resolution of this factual controversy, the petitioner will have to seek remedy, if so advised, from the Civil Court of competent jurisdiction. However, as prima facie the respondent side has established' having taken action under the provisions of Article 9(g) of the Articles of Association, this petition cannot proceed any further and it is dismissed. M.B.A./S-246/L Petition dismissed.