ZIA PERWEZ, J.--- We propose to decide Civil Appeals Nos.1045, 1221 of 1999, 378 of 2003, 320 of 2004 and Civil Petition No,2450 of 2001 by this judgment involving common question of law as to the scope and application of subsections (1) and (2) of section 10 of the Companies Ordinance, 1984, hereinafter referred to as "the Ordinance", to examine the scope of maintainability of an appeal against the order of the Company Judge exercising jurisdiction under the provisions of said Ordinance.
2. Civil Appeal No,1045 of 1999 by leave of this Court is directed against the judgment dated 5-10- 1998 of the learned Division Bench, High Court of Sindh, Karachi passed in HCA. Nos.117 and 182 of 1997 and 73 of 1998, whereby Appeal No,182 of 1997 preferred by the appellant was dismissed in limine. Leave to appeal was granted by this Court vide order dated 22-7-1999 in Civil Petition No,150-K of 1999 to examine the above question.
' Civil Appeal No,1221 of 1999 by leave of this Court is directed against the order dated 2-2-1999 of the learned Division Bench, High Court of Sindh, Karachi, whereby HCA No,22 of 1998 preferred by the appellant was dismissed in limine. Leave to appeal was granted to examine the above question vide order dated 19-8-1999 in Civil Petition No,372-K of 1999 to consider the above question.
' Civil Appeal No,378 of 2003 by leave of this Court is directed against the judgment dated 15-1- 2003 of the learned Division Bench, Lahore High Court, Lahore, whereby ICA No,26-L-2002 filed by the appellant was dismissed. Leave to appeal was granted in this matter vide order dated 27-2- 2003 in C.P. No,124-L of 2003 to consider the same question.
' Civil Appeal No,320 of 2004 by leave of this Court is directed against the judgment dated 23-9- 1999 of the learned Division Bench, High Court of Sindh, Karachi, whereby HCA No,73 of 1994 filed by the appellant was dismissed. Leave to appeal was granted in this appeal vide order dated 15-3- 2004 in Civil Petition No,569-K of 1999 on the common question of law and facts.
' In Civil Petition No,2450 of 2001, petitioner seeks leave to appeal against the order dated 1-6-2001 of a learned Single Judge, High Court of Sindh, Karachi, whereby J. Miscellaneous. Application No,192 of 1996 filed by the petitioner was dismissed.
3. The above appeals were ordered to be heard with earlier appeals involving the same question viz Civil Appeal No,1300 of 1998, Civil Appeal No,283 of 1999, and Civil Appeal No,1046 of 1999 are already dismissed for want of prosecution, while Civil Appeal No,88 of 2000 arising out of CP.No,17-K of 2000 was dismissed as withdrawn.
4. Mr. Anwar Hussain, learned Advocate Supreme Court for the appellants appearing in Civil Appeals Nos.1045 and 1221 of 1999 has contended that only an appeal against a winding up order of the Company Judge is competent before this Court under section 10(1) of the Ordinance whereas all other orders whether post or pre-winding up, would be appealable before a Division Bench of the High Court under. Section 10(2) of the Ordinance. He attacked the view taken by the learned Division Bench of the High Court of Sindh, and contended that scope of subsections (1) and
(2) of section 10 of the Ordinance is materially and substantially different but provide remedies in clear and ambiguous terms, while subsection (1) is attracted to the cases where a Company has been ordered to wound up and not to all subsequent orders or decisions thereafter. Therefore, this view is contrary to the established principles of interpretation. In support of his contentions, he has placed reliance on the cases of Munawar Ahmad v. Official Liquidator PLD 1980 Lah:86, Messrs Mehboob Industries Ltd. v. Pakistan Industrial Credit and Investment Corporation Ltd 1988 CLC 866, Brother Steel Mills and others v. Mian Ilyas Miraj and 14 others PLD 1996 SC 543, Muhammad Bux v.
Pakistan Industrial Credit Investment Corporation Ltd 1999 SCMR 25 and Industrial Development Bank of Pakistan v. Valibhai Kamaruddin 2002 SCMR 415.
' Mr. Salman Hamid, learned Advocate Supreme Court appearing for respondents in Civil Appeal No,1045 of 1999, while supporting the impugned judgment vehemently argued that all orders passed after an order of winding up of a Company are appealable only under subsection (1) of section 10 of the said Ordinance and an appeal would lie directly before the Supreme Court for the expeditious disposal and adjudication of rights of the parties. In support of his arguments he placed reliance on the cases of Brother Steel Mills v. Mian Ilyas Miraj PLD 1996 SC 543.
' Mr. Haq Nawaz Chatta, learned Advocate Supreme Court for appellants in Civil Appeal No,378 of 2003, while adopting the arguments of Mr. Anwar Hussain learned Advocate Supreme Court, placed reliance on the case of Agha Fakhruddin Khan, v. Messrs Ruby Rice and General Mills Ltd.
2001 YLR Sindh 1797 and Ibrahim Shamsi v. Bashir Ahmed Memon and another 2005 SCMR 1450.
' Zakauddin appellant appearing in person in Civil Appeal No,320 of 2004 also adopted the arguments of the above said two learned counsel.
' Mr. Rizwan Ahmed Siddiqui, learned Advocate Supreme Court for respondent MCB in Civil Appeal No,320 of 2004, while supporting the judgment dated 23-9-1999 of the High Court passed in HCA No,73 of 1994, adopted the arguments advanced by Mr. Salman Hamid; that the appeal would not lie before the Bench of the High Court.
' Rai Muhammad Nawaz Kharral, learned Advocate Supreme Court appearing in Civil Petition No,2450 of 2001 has contended that his petition has been preferred in the light of earlier pronouncement of the two learned Judges (Nazim Hussain Siddiqui and Syed Deedar Hussain Shah, JJ) (as their Lordships then were) of the High Court of Sindh passed in HCA Nos.117 and 182 of 1997 and HCA No,73 of 1998.
5. We have heard the learned counsel for the parties and have perused the record.
6. In order to appreciate the arguments advanced before us section 10 of the said Ordinance may be reproduced. It reads as follows:-- "10. Appeals against Court orders.--(1) Notwithstanding anything contained in any other law, an appeal against any order, decision or judgment of the Court under this Ordinance shall lie to the Supreme Court where the Company ordered to be wound up has a paid-up share capital of not less than one million rupee; and, where the Company ordered to be wound up has a paid-up capital of less than one million rupees, or has no share capital, such appeal shall lie only if the Supreme Court grants leave to appeal.
(2) Save as provided in subsection (1), an appeal from any order made or decision given by the Court shall lie in the same manner in which and subject to the same conditions under which appeals lie from any order or decision of the Court.
(3) An appeal preferred under subsection (2) shall be finally disposed of by the Court hearing the appeal within ninety days of the submission of the appeal."
7. To examine the provisions of section 10 of the Ordinance, we would first refer to subsection (1) of the said section. It involves the question as to whether this subsection confers a right of appeal before the Supreme Court is confined only to the order of winding up of a Company whether it is the result of an appeal against any order, decision or judgment of the Court under the Ordinance or is also attracted to subsequent orders.
8. At this juncture before proceeding further, it may be appropriate to consider the scope, consequences and effect of an order of winding up of a Company. An order of winding up of a Company encompasses activities in different spheres of economic activity and effects interests of divergent nature. The investment of share-holders and investors are at stake. The various contracts with those supplying or providing services to the company and their economic activities are affected. In case, the Company is engaged in providing goods or services of essential or of daily requirements of the community, such order may cause abrupt withdrawal of all such products or services being provided by the Company under liquidation. The various works undertaken by the Company or under different contracts are brought to a stand still. The recovery of taxes, duties and levies resulting from the activities is discontinued, last but not the least. The entire range of creditors, suppliers, Bankers, financers and employees entitled to their respective dues are also exposed to difficulties and uncertainties. No order passed under the Company law has consequences of such diversity and magnitude. Thus, the order of winding-up being entirely distinguishable stands out on a different pedestal than any other order relating to any specific subject matter or dispute. No order passed either before the order of winding up or afterwards can, therefore, be equated with an order of winding up with respect to its consequence. It has been repeatedly held the right to appeal is a substantial right. The remedy of an appeal is available only where expressly provided and in the manner it is provided. Subsection (1) of section 10 of the said Ordinance starts with the non-obstante clause and this has an overriding effect over any other law it confers a right to appeal against an order of winding up. The intent of the legislature to provide the remedy of an appeal against an order of winding up of a Company, directly to the Supreme Court is reflected in unambiguous terms irrespective of the fact and nature of the proceedings that may lead to an order of winding up of a Company. The scope of an appeal has therefore, been widened to provide remedy irrespective of the source or basis of such order by use of the words "any order, decision or judgment of the Court", which if not challenged in appeal would otherwise attain finality as an order of winding up as is apparent by the use of the words "where the Company ordered to be wound up."
' The remedy provided is subject to further conditions; that in case the Company ordered to be wound up has a paid up of not less than one million rupees an appeal would lie to this Court but where the Company ordered to be wound up has a paid up capital of less than one million rupees the remedy is subject to an additional condition of grant of leave to appeal. The subsection thus creates a distinction between cases involving the order of winding up of the Company and the remedy of a direct "appeal" or "after grant of leave to appeal" before the Supreme Court on the basis of the paid up share capital of the Company. It may not be out of place here to examine the consequences of interpretation of section 10(1) of the Ordinance differently so as to apply to appeals against any order, decision or judgment of the Court other than that the order of winding up of a Company. The right of appeal conferred under the said Ordinance which is a special enactment; adopting any other interpretation, would lead to an anomalous situation. An example of which may be case where an appeal involving a claim of a creditor for over a million rupees brought before the Court against order of a Company Judge in a case where the paid up capital of the limited Company is less than one million; a petition for leave to appeal would lie in spite of the fact that the amount over one million against a Company under liquidation merely because of the paid up capital being less than one million rupees. A different remedy of a direct appeal to Supreme Court is provided to a creditor having a claim for a few thousand rupees against a Company with a paid up capital of over one million would have a right to file a direct appeal against a finding of a Company Judge pertaining to his claim involving a Company under liquidation although their claims may otherwise be similar except for the difference in amount of respective claims. This prima facie is obvious discrimination amongst the creditors. Secondly for the aforesaid reasons such interpretation would also be in direct conflict with the provisions of Article 185(d)(e) of the Constitution of Islamic Republic of Pakistan pertaining to appeals before the Supreme Court. There is no distinction regarding appeals prior to passing of an order of winding up of a Company. Such restriction can only be inferred by addition of words to this effect but in view of the plain meanings of the word no addition is required because the language of the statute is clear and unambiguous they are to be given their ordinary meaning as held in Pakistan through Secretary Finance and others v. Messrs Lucky Cement and another 2007 SCMR 1367. It appears that the learned Bench of this Court; for the legal acumen and learning of the Honourable members of which, we have the highest regard and hold in high esteem; was not properly assisted in this case, while considering the case of Ibrahim Shamsi (supra), as a result of which this aspect escaped notice and the anomaly resulting in practical terms in case a different interpretation is adopted escaped consideration. Both subsections (1) and (2) of section 10 of the said Ordinance deal with the remedy of appeal provided by the law.
' Subsection (2) provides that an appeal from any order made or decision shall lie in the same manner and subject to the same conditions under which appeals lie from any order or decision of the Court. This subsection appearing after subsection (1) makes no distinction between orders prior to or subsequent to an order of winding up. It appears after subsection (1) and pertains to the same subject matter, therefore, subsection (2) is attracted to and further regulates all the cases of appeals B including appeals against orders passed after an order of winding up of a Company.
The scope of the subsection has been widened by use of the words "an appeal or decision" given to include and to apply to all appeals except those covered by subsection (1) of section 10. The clear wording and sequence of the two subsections of section 10 of the Ordinance cannot be stretched as the same would amount to doing violence to the provisions of that section. For this purpose, reference can be made to the cases of Brother Steel Mills Ltd. v. Mian Ilyas Miraj PLD 1995 SC 543, Messrs Sindh Tech, Industries Ltd. v. Messrs Investment Corporation of Pakistan 1998 SCMR 1533, Muhammad Bux v. Pakistan Industrial Credit Investment Corporation Ltd. 1999 SCMR 25, Hala Spinning Mills Ltd. v. International Finance Corporation 2002 SCMR 450, Industrial Development Bank of Pakistan v. Messrs Valibhai Kamaruddin 2002 SCMR 415 and United Bank Limited v. Pakistan Industrial Credit and Investment Corporation Ltd. PLD 2002 SC 1100.
9. It is a settled principle that when ordinary meanings can be given to the clear and plain unambiguous language of an enactment, the same are to be followed without any addition or deviation as held in Zaman Cement Company (Pvt.) Ltd. v. Central Board of Revenue 2002 SCMR 312, Federation of Pakistan v. Ammar Textile Mills (Pvt.) Ltd. 2002 SCMR 510, Muhammad Ijazul Haq v.
Executive District Officer 2006 SCMR 989, Commissioner of Income Tax v. Media Network PLD 2006 SC 787 and Pakistan v. Lucky Cement 2007 SCMR 1367.
10. While interpreting the statutes an interpretation leading to conflicting judgments is to be avoided as held in Hafiz Abdul Waheed v. Mrs. Asma Jehangir and another PLD 2004 SC 219. The intention of the law maker is always gathered by reading the statutes as a whole and meanings are given to each and every word of the whole statute by adopting a harmonious construction. In this regard, the principles for interpretation have been settled by this Court in the cases of Messrs Mehboob Industries Ltd. v. Pakistan Industrial Credit and Investment Corporation Ltd. 1988 CLC 866, Shahid Nabi Malik and another v. Chief Election Commissioner and 7 others PLD 1997 SC 32, M.
Aslam Khaki v. Muhammad Hashim PLD 2000 SC 225, Mysore Minerals Limited v. Commissioner of Income Tax 2000 PTD 1486, Hafeezullah v. Abdul Latif PLD 2002 Kar. 457, Hafiz A hdul Waheed v. Mrs. Asma Jehangir PLD 2004 SC 219, Zafar Ali Khan and another v. Government of N.W.F.-P through Chief Secretary and others PLD 2004 Peshawar 263, D. G. Khan Cement Company Limited and others v. Federation of Pakistan and others 2004 SCMR 456, Muhammad Abbas Gujjar v. District Returning Officer/District Judge Sheikhupura and 2 others 2004 CLC 1559 and Shoukat Baig v.
Shahid Jamil PLD 2005 SC 530.
11. At the same time, the effect of subsequent sections in an enactment with reference to the earlier provisions with respect to same subject matter is that the meanings of the earlier provisions of an enactment are regulated by the subsequent sections of the same enactment as has been laid down in the cases of State of Bihar v. S.K.Roy AIR 1966 SC 1995, Nalinikant Ambala Modi v. IT Commissioner Bombay AIR 1967 SC 193, IT Officer Kanpur v. Maniram AIR 1969 SC 543, G. Srinivasa Reddy v. Commissioner, Excise Board of Revenue AIR 1973 A.P. 178, Messrs Mehboob 'Industries Ltd. v.
Pakistan Industrial Credit and Investment Corporation Ltd. 1988 CLC 866, Bashir Ahmed v. Member (Colonies) Board of Revenue PLD 1997 SC 294 and Allah Rakha v. Federation of Pakistan PLD 2000 FSC 1.
' It shows that subsection (1) of section 10 deals only with appeals against order of winding up of a Company.
' The above view finds further support from the provisions of the subsequent subsection (2) of section 10 of the Ordinance, which specifically worded "save as provided in subsection (1)". The second subsection is unconditionally attracted to an appeal against "any order made or decision given by a Court" and is not restricted to an appeal preferred before or after passing of an order of winding up of a Company nor to the value of the subject matter. The legislature has not intended to place any restriction or impediment to the appeals filed under this subsection. Yet another important and significant aspect is that winding up orders passed are to be examined as to the various aspects for revival of the Company to be determined on consideration of its further viability. Effort is made to continue the business particularly in cases of a running Company and any delay may lead- to irreparable losses and drastic consequences as held by this Court in the case of Hala Spinning Mills Ltd. v. International Finance Corporation and another 2002 SCMR 450.
12. In view of the above discussion, we have no option but to hold that the provisions of subsection
(2) of section 10 are attracted to appeals preferred in cases except the appeals against an order of winding up, which is distinct and has multi dimensional effects with far reaching consequences as already discussed above.
13. For the foregoing reasons, Civil Appeals Nos.1045, 1221 of 1999, 378 of 2003 and 320 of 2004 and Civil Petition No,2450 of 2001 are not maintainable and are dismissed with no order as to costs. In above terms the order passed in High Court Appeal Nos. 117 and 182 of 1997, 73, 22 of 1998, 73 of 1994 of the High Court of Sindh, Karachi, ICA No,26-L of 2002 of Lahore High Court, Lahore are set aside.
However, we remit these appeals to the respective learned High Courts with direction that they shall be treated as pending ICAs/HCAs/JMA under section 10(2) of the Company Ordinance and shall be decided after notice to the parties on merits in accordance with law.