' The petitioner National Bank of Pakistan has filed this petition under section 290 read with 152 of the Companies Ordinance, 1984 wherein the following relief has been sought: "It is, therefore, respectfully prayed that this Honourable Court may be pleased to take all steps and issue all directions to bring to an end the illegal and fraudulent conduct of affairs by the respondent Company and specifically the Court may be pleased to make the following orders and directions:
(a) That the petitioner Bank is the pledgee of 4,254,500 shares of B.W.L. Bearing the distinctive numbers given in Annex-C & D and entities to all rights attached thereto and accrued and these shares.
(b) That any illegal and fraudulent action by the Company in issuing the duplicate share certificates for the said shares to any other person or persons are wholly illegal and nullity in the law from which no legal right whatsoever flows.
(c) That it was also wholly illegal and fraudulent for the Company to permit the transfer of the said shares to any other person or persons.
(d) Any other relief, which this Honourable Court deems fit and proper.
' It is respectfully prayed that the abcve directions and orders may kindly be made and such other directions may also be made as this Honourable Court may deem fit and proper on the facts and circumstances of this case."
2. The case of the petitioner is that respondent No,1 Balochistan Wheels Limited (BWL) is a Private Company Limited incorporated under the Companies Act and was a subsidiary of the Pakistan Automobile Corporation Limited which owned 90.29 per cent. Of the total issued and paid up capital of the B.W.L. The Privatization Commission of Pakistan offered for sale 75.95% of issued capital shares of 3,708,000. The bid of respondent No, 2 Messrs Abdul Qadir Tawakkul and respondent No,3, Saleem I. Kapoor Wala was accepted and the sale agreement was executed between the Privatization Commission and respondents Nos 2 and 3 for the sale of shares mentioned above. The said shares were transferred to respondents Nos.2 and 3 in the year 1992 and the new management took over the B.W.L. As per agreement dated 26-5-1992, the buyer i.e. Respondent Nos.2 and 3 had to furnish bank guarantees and they approached the erstwhile Mehran Bank Limited which furnished three guarantees in favour of the Privatization Commission on behalf of the buyeRs, The guarantees are BG No, 388, BG No,389 and BG No 390 each dated 24- 5-1992, each for Rs,60.943 million. On the basis of such guarantee B.W.L. Took two loans i.e. Local currency and foreign currency loan and against the afore-mentioned guarantees, respondents Nos.2 to 9 pledged 3,708,000/- shares of B.W.L. Held by them in the said company with Mehran Bank Limited.
3. It is averred in the petition that Mehran Bank Limited was amalgamated in the petitioner Bank and petitioner took over the assets and liabilities of Mehran Bank Limited; therefore, the petitioner was now entitled to initiate legal action against the borrowers/defaulters being legal successor in interest of the Mehran. Bank Limited. The main grievance of the petitioner is that after pledge of the shares, the said shares were deposited with Mehran Bank Limited and the stock exchange was also informed but the respondents have issued the said shares pledged with Mehran Bank Limited in smaller marketable lots to unauthorized persons defrauding the petitioner. It is also averred that the respondents had no legal authority to issue shares pledge by Mehran Bank Limited in lots. It is further alleged that duplicate shares were issued to unauthorized persons. Respondents Nos.2 to 9 despite service remained absent.
4. The petition was contested by respondent No,1 i.e. B.W.L. And respondents Nos. 10 and 11 i.e. Mohammad Siddique Memon and Mr. Razak Haji Mohammad Bengali. They filed their separate rejoinders to the petition and locus standi of the petitioner has been challenged and further it has been objected that the petition under section 290 read with 152 of the Companies Ordinance is not maintainable. Respondents Nos. 10 and 11 have also raised Preliminary Objections in their reply and have admitted that they are bona fide purchasers of the shares. Maintainability of the petition has also been challenged on the ground of laches. It has been contended that shares as per contents of the petition were pledged in 1992 and the instant petition has been filed in the year 1999 and during this period the petitioner has not received any bonus dividends on the shares and has kept quiet for such a long period; therefore, petition being barred by limitation and laches is not maintainable.
5 I have heard Mr. Iftikhar Asghar Advocate for the petitioner, Mr. Agha Faisal Advocate for respondents Nos.1, 10 and 11 and Mr. Asghar Nadeem Advocate for respondent No,4. Respondents Nos.2 to 9 despite service remained absent; as such they were proceeded against ex parte.
6. Learned counsel for the respondents contended that the petition under section 290 of the Companies Ordinance filed by the petitioner is not maintainable as the petitioner is neither member, creditor of the company nor owns 20 percent; thus has no locus standi to file this petition; therefore, the petition merits dismissal. It was further contended that the petition under section 152 of the Companies Ordinance wherein allegations of forged duplicates shares have been made in which intricate questions of law and facts are involved, needs detailed enquiry in which civil suit is required. In the end the learned counsel contended that as per petitioner's own showing, the shares were pledged with the Company in 1992 and in this period the petitioner has neither received any dividends on the shares pledged and has kept silent for such a long period; therefore, the petition is barred by laches.
7. I have given my thoughtful consideration to the arguments advanced by the learned counsel for the parties. Adverting to the objection regarding maintainability of the petition under section 290 of the Companies Ordinance, it may be mentioned here that the petitioner claims of the pledgee of the shares owned by respondents Nos.2 to 9 pledged with the Company against the afore- mentioned three guarantees issued by Mehran Bank Limited on behalf of respondents Nos.2 and 3.
8. It is, worth mentioning that the object and scope of section 290 of the Companies Ordinance, 1984 is that the affairs of the company must be conducted in a lawful manner and strictly in accordance with the memorandum and articles of association of the company and it can be invoked by any shareholder or creditor of the company. The petitioner as per his own showing is only pledge of the shares held by the shareholders; thus the contention raised by the learned counsel for the respondent has substance, thus the petition filed under section 290 of the Companies Ordinance is not maintainable.
9 Adverting to the second argument that serious allegations of issuance of duplicate/ forged shares have been made against the respondents which has been denied by the respondents in their reply to the petition. From the allegations made in the petition and the rejoinders filed by respondents, serious questions of law and facts arise which apparently cannot be determined in summary proceedings and same require detailed enquiry therefore, cannot be resolved in the instant petition. It has been consistently held by the superior Courts that summary jurisdiction of this Court is not to be invoked for resolution of disputes of complicated issues. Further it is well settled that proceedings under section 152 do not entail investigation to resolve whether forged/duplicate shares have been issued by the respondents and the same requires detailed enquiry. The question of transfer of shares and question of limitation is to be determined in a regular suit and under section 152 of the Companies Ordinance. The contention so raised has substance and the petitioner, if so advised may file regular suit before the competent forum for the redress of his grievance.
10. Adverting to the last contention that the petition is barred by laches; needless to observe that according to the petitioner's own showing the shares were pledged in the year 1992 against three guarantees issued on behalf of respondents Nos.2 and 3 but the instant petition has been filed before this Court in 1999; thus the petition is also barred by laches and such question can only be determined in a regular civil suit.
11. Thus for the foregoing reasons I see, no merits in the petition which is dismissed with no order as to costs.