IMRAN AHMED MALIK vs SOHAWA FLOUR AND GENERAL MILLS (PVT — 2025 CLD 884 LAHORE-HIGH-COURT-LAHORE

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IMRAN AHMED MALIK VS SOHAWA FLOUR AND GENERAL MILLS (PVT.) LIMITED S. 126---Rectification of Register of Shares---High Court, jurisdiction of---Pre-conditions---Expression "aggrieved person"---Scope---Petitioners invoked original jurisdiction of High Court seeking rectification of Register of Shares of respondent / company on the basis of sale agreement executed by respondents / shareholders in their favour and sought entering their names in the Register---Validity---Requirement of transfer of shares as envisaged under S. 126(1)(b) of Companies Act, 2017 is that the person has to be an "aggrieved person"---Expression "aggrieved person" includes a transferor of shares who handed over transfer documents to transferee who lodged them with the company and the same were rejected by the company as bad delivery---So long as grievance of a member or an aggrieved person or company if there has been default or unnecessary delay in entering in the Register the fact of any person having become or ceased to be a member, an application under S. 126 of Companies Act, 2017 can be made---Cause of action to invoke provisions of S. 126 of Companies Act, 2017 arises only when the fact of any member having ceased to be a member is brought before the company or its board and there is default or delay in taking decision---Petitioners failed to furnish any evidence that they approached Board of Directors of respondent / company seeking removal---Petitioners sought directions against respondent / shareholders and Securities and Exchange Commission of Pakistan to record transfer of shareholding of petitioners in the "Company" regardless of becoming members, debenture holders or shareholders of the "Company" and without fulfilling requirement of S. 126(1)(a) of Companies Act, 2017---Petitioners could not be termed as members, debenture-holders or shareholders of respondent / Company---High Court declined to interfere in the matter as the petitioners failed to prove themselves to be members, debenture holders or shareholders of respondent / Company, who without fulfilling requirements of S. 126(1)(a) of Companies Act, 2017 could not invoke S.126(1)(b) of Companies Act, 2017---Petition was dismissed in circumstances. Citation Name: 2025 CLD 884 LAHORE-HIGH-COURT-LAHOREBookmark this Case IMRAN AHMED MALIK VS SOHAWA FLOUR AND GENERAL MILLS (PVT.) LIMITED S. 126---Rectification of Register---Remedies---If a person, outside the scope of member, debenture-holders or shareholders, believes that default or unnecessary delay has happened in registering members, shares, or debenture-holders affecting his claimed rights, such person has certain options depending on his status which may include lodging of a complaint with Securities and Exchange Commission of Pakistan (which can conduct an inspection, investigation or can even issue orders to a company to correct the defaults, if necessary) and may avail remedy in Civil Court due to breach of a contract. Citation Name: 2025 CLD 884 LAHORE-HIGH-COURT-LAHOREBookmark this Case IMRAN AHMED MALIK VS SOHAWA FLOUR AND GENERAL MILLS (PVT.) LIMITED S. 126---Rectification of Register---Terms "member" and "shareholder"---Distinction---Terms "member" and "shareholder" are often used synonymously yet both are different---For a person to become a shareholder, allotment or purchase of shares from another shareholder is enough---No person can be treated as a member of a company until his name is entered in the Register of Members of the company---If a shareholder (whose name is entered as a member) sells his shares to another person, such seller has to be treated as member until his name is replaced with the name of purchaser in the Register---In case a person subscribes to shares of a company, he may not be treated as a shareholder until the shares are actually allotted to him---After allotment, such person is not a member until his name is entered in the Register of Members.

IMRAN AHMED MALIK vs SOHAWA FLOUR AND GENERAL MILLS (PVT — 2025 CLD 884 LAHORE-HIGH-COURT-LAHORE

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