Mian WAQAR UD DIN vs UNITED INDUSTRIES LIMITED Ss — 2026 CLD 533 LAHORE-HIGH-COURT-LAHORE

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Mian WAQAR UD DIN VS UNITED INDUSTRIES LIMITED Ss.131, 132, 134(2), 136, 286, 287, 288, 290, 397, 398, 399 & 400---Financial statements of company for past years---Approval in EGM, challenge to---Company failing to hold AGMs for preceding financial years---Such conduct constituting oppression, allegation of---Subsequent convening of EGM to approve audited financial statements of past years---Legality---Statutory lapse and its legal consequence---Moot point---Whether, upon expiry of statutory period for holding AGM, the company was legally competent to transact AGM business through an EGM---Appointment of auditors for subsequent years through EGM---Permissibility---Non-holding of AGM attracting regulatory consequences but not rendering subsequent EGM proceedings void---Briefly, the petitioner was a minority shareholder holding approximately 22.5% shares in the respondent company who invoked the jurisdiction of the High Court under the Companies Act, 2017, complaining of prolonged non-holding of Annual General Meetings (AGMs), non-approval and filing of financial statements for multiple past years, and subsequent steps taken by the board of directors to approve audited accounts for earlier periods and to appoint auditors for later periods through an Extraordinary General Meeting---The petitioner participated in and voted at the said EGM, where resolutions were passed by majority---The core issue before the High Court was "whether, in the absence of timely AGMs, the company could lawfully transact the business of approval of past financial statements and appointment of auditors through an EOGM, and whether such acts amounted to unlawful conduct or oppression of minority shareholders requiring interference under the Companies Act, 2017?"---Held: Subsequent auditors were to be appointed by the company in the annual general meeting on the recommendation of the board---In the present case, it had been done in an extraordinary general meeting for which a special resolution was required to be passed in terms of S.2(66) of the Act---Doubtless, the necessary majority for a special resolution was conspicuously missing in the present case for appointment of auditors---Only course open to the company was for convening an extraordinary general meeting which had duly been done yet the foremost requirement of special resolution had not been fulfilled---Members of the company could in any EGM consider the financial statements of previous financial years as well as the reports of the Board and auditors---This was precisely what was considered and approved by the members of respondent company in the EGM under challenge in the present petition---Law provided for the transaction of a business in an EGM which could have been transacted in an AGM but was not so done at the relevant time---If such transaction through an EGM was disallowed then this would have given carte blanche to the directors to simply evade their duty to place the financial statements before the members of the company by deliberately failing to hold an AGM---This could not be the intention of the legislature under the law---As regards the plea of oppression taken in the petition, same did not make out an actionable claim---Since the petitioner did not challenge the proceedings of the general meeting within time (thirty days), he could not bring the present petition alleging oppression of the minority shareholders---Instead of bringing a separate petition to challenge the EGM (of 23.5.2024), the petitioner ought to have added this as a ground to C.O.24829/2023 (whereby challenge to the election of Board held on 01.02.2023 in an EOGM was made) to seek winding up of respondent company---On this basis too, the instant petition was an abuse of the process of the court---Though no case for oppression was made out, in order to streamline the future affairs of the respondent company, it was directed that (i) the audited accounts were to be completed expeditiously and placed before a general meeting for consideration soon thereafter; ii) The AGM for the upcoming financial year to be held on time and according to law; iii) The petitioner and other shareholders were to have access to financial statements, directors reports, audited reports etc. as and when same were prepared and presented---Holding of EGM of 23.5.2024 and other factors mentioned in the petition did not give rise to unlawful and fraudulent acts by the respondents Nos. 2-6 to constitute oppression---The petition to that extent was dismissed, in circumstances.

Mian WAQAR UD DIN vs UNITED INDUSTRIES LIMITED Ss — 2026 CLD 533 LAHORE-HIGH-COURT-LAHORE

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