USMAN LATIF vs BASHIR JAMIL AND BROTHERS (PRIVATE) LIMITED, SIALKOT Ss — 2026 CLD 329 LAHORE-HIGH-COURT-LAHORE

Case information

Citation: 2026 CLD 329 LAHORE-HIGH-COURT-LAHORE
Court: Lahore High Court
Year: 2026
Reporter: CLD
Parties: USMAN LATIF vs BASHIR JAMIL AND BROTHERS (PRIVATE) LIMITED, SIALKOT Ss
Provisions referred to: Companies Act

Fields are extracted from the reported citation and judgment text. Where a detail is not stated in the record, it is not shown.

Judgment text as reported

USMAN LATIF VS BASHIR JAMIL AND BROTHERS (PRIVATE) LIMITED, SIALKOT Ss. 159(1) & 159(2)---Proceedings of election of Board of Directors, assailing of---Material irregularities in impugned proceeding---The word 'shall' is used in a provision of law---Scope---Petitioner, being shareholder of the Private Limited Company ('the Company'), challenged the election process of the Board of Directors of the Company---Held: Section 159(1) of the Companies Act, 2017 ('the Act 2017'), mandates that the existing Board of Directors shall, through a duly convened meeting, fix the number of directors to be elected in the upcoming general meeting---When a statute requires that a thing should be done in a particular manner or form, it has to be done in such manner, otherwise it would not be in-compliance with the legislative intent---When the word 'shall' is used in a provision of law, it is to be construed in its ordinary grammatical meaning and normally the use of word 'shall' by the legislature brands a provision as mandatory, especially when an authority is required to do something in a particular manner---High Court declared the election of the Board of Directors of the Company as illegal, void ab initio and without lawful authority, being violative of the mandatory provisions of the Act 2017 and set aside the entire election process and resolutions passed ; consequently, directing the existing Board of Directors to proceed election process in compliance with provisions of Ss.159(1) & 159 (2) of the Act, 2017---Petition, filed by shareholder of Company, was allowed accordingly.

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