GRENLIT STUDIO (PRIVATE) LIMITED vs SECURITIES EXCHANGE COMMISSION OF PAKISTAN Ss

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GRENLIT STUDIO (PRIVATE) LIMITED VS SECURITIES EXCHANGE COMMISSION OF PAKISTAN Ss. 5 & 286---No violation of provisions of the Companies Act, 2017---Internal /personal grievances, matter of---Company jurisdiction, invoking of---Scope---On a version of oppression and mismanagement of the Company (Petitioner No. 1), petition was filed under section 286 of the Companies Act 2017by the Petitioners ( three in number) being collectively 82.5% shareholders in Petitioner No.1/Company whereas Respondent No. 2 was a 17.5% shareholder and a former Chief Executive Officer---Grievance of the Petitioners was that the password for the Company portal at SECP had been withheld by Respondent No. 2, who was not handing over the same, due to which they remained unable to file certain documents---Validity---Petitioners, on inquiry, remained unable to show as to which specific provisions of the Companies Act, 2017 ('the Act, 2017') were violated, but simply referred to S. 286 of the Act 2017 in generic manner, without showing any precise violations of law---It appeared, at best, to be adispute inter se between the parties, for which the company jurisdiction could not be used as a prop to instigate settlement of personal grievances in the grab of the essence of oppression under the company jurisdiction---Petitioners, being vast majority shareholders and in control of Petitioner No. 1/ Company, failed in showing any form of oppression or mismanagement of the affairs of the Company, and inter se dispute orchestrated by the Petitioners could not be decided---Before a court may proceed to deliberate amatter further, first jurisdiction must be ascertained---The company jurisdiction of the High Court, provided by the legal cover under S. 5 of the Act, 2017, specifically holds for invocation of the company jurisdiction when there is an infringement under the Act, 2017 itself which the Company Court is empowered to entertain, i.e. when aprovision of the Act, 2017 has been violated---Petitioners also failed in showing any such infringement or violation to the Company under the Act, 2017---Record (relevant letter) showed that SECP had asked the Petitioners to approach them for manual filing of the documents, which had not been done, despite nearly one year having elapsed---Said tardiness on behalf of the Petitioners created further doubt on the genuine motives of the Petitioners in pursuing present course of action against the Respondents---Since no affairs of the Company appeared to be conducted unlawfully or fraudulently, which is sine qua non for invoking S.286 of the Act 2017 or no violation of the Act, 2017 had been established by the Petitioners, present petition did not fulfill requirements to bring it within the ambit of the company jurisdiction---Petition was dismissed, in circumstances.

GRENLIT STUDIO (PRIVATE) LIMITED vs SECURITIES EXCHANGE COMMISSION OF PAKISTAN Ss — 2026 CLD 426 KARACHI-HIGH-COURT-SINDH

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