Ch. SHAUKAT ALI NOON vs TEHZEB BAKERS (PVT — 2024 CLD 113 LAHORE-HIGH-COURT-LAHORE

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Ch. SHAUKAT ALI NOON VS TEHZEB BAKERS (PVT.) LIMITED S. 286---Companies Ordinance (XLVII of 1984), Ss. 39 & 40 [since repealed]---Prevention of oppression and mis-management---Proof---Application to Court under S. 286 of the Companies Act, 2017---Maintainability---In the case in hand, the record submitted by the Securities and Exchange Commission of Pakistan (SECP) verifies the stance of the respondents by reporting that a company was registered vide Certificate of Incorporation dated 20.01.2012 and as per Memorandum of Association and Articles of Association, the respondents were reported as subscriber/members/directors having 5100, 4950 and 4950 shares respectively---Further, as per Form 26 dated 28.01.2013, a request was made after passing a special resolution under S. 39 of the Companies Ordinance, 1984 ("Ordinance") for change of name of the company to its current name, which request was acceded to under S. 40 of the "Ordinance" vide certificate dated 18.02.2013---SECP has also reported that vide Form 29 dated 25.10.2021, received in its office on 31.03.2022, the three respondents were appointed as Directors, with one of them also appointed as the Chief Executive Officer---Notably, the company prior to its name change was registered with the "SECP" on 20.01.2012 by one of the respondents as sole proprietor but interestingly, the petitioners did not agitate the matter before the concerned forums at the relevant time regardless of the fact that a remedy of rectification of register does lie with the High Court under S. 126 of the Companies Act, 2017 ("Act")---Furthermore, the petitioners could have approached the "SECP" regarding alleged fraud of the respondents in the affairs of the company and could have gotten information through online service/SDMS portal provided by the SECP or alternatively by lodging complaint or writing an email or even through the phone provided for resolving complaints or even could have contacted through fax; but none of these methods were ever used by the petitioners to strengthen their version and they remained mum for almost ten years and now the present petition has been filed on 21.03.2023 which is also hit by period of laches---Documents annexed with present petition do not show that the affairs of the Company are being conducted in an unlawful and fraudulent manner because the annexed documents includes the deeds of partnership, letter of trademark registry and agreement between the parties; hence the petitioners have not brought on record anything which would constitute and lead to the conclusion that they are the members or shareholders of the company or that its affairs are being conducted in violation of S. 286 of the Act---Petition under S. 286 of the Act was dismissed.

Ch. SHAUKAT ALI NOON vs TEHZEB BAKERS (PVT — 2024 CLD 113 LAHORE-HIGH-COURT-LAHORE

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