' JAWWAD S. KHAWAJA, J.---The petitioner company impugns the judgment dated 11-12-2008 of the High Court whereby commercial Appeal No,4 of 2003 filed by the petitioner company was dismissed. The company had raised a grievance against the proposed appointment of a firm of Chartered Accountants for the purpose of investigating the affairs of the company under section 265(b) of the Companies Ordinance.
2. We have gone through the impugned judgment and have also heard learned counsel for the parties at some length. The petitioner's appeal was dismissed on the basis of the proviso to section 485(1) of the Companies Ordinance, which stipulates as under:-- "Provided that no appeal under subsection (1) shall lie from an order which does not dispose of the entire case before the [Commission] or the Federal Government, as the case may be."
3. Learned counsel for the petitioner company argued that the decision of the SECP to appoint an investigator under section 265 of the Companies Ordinance had itself disposed of the "entire case" before the SECP. We are afraid, this submission is wholly without merit. The case before the SECP was the investigation of the petitioner company through appointment of an investigator under section 265 of the Companies Ordinance. The investigation remains pending and in operation, at least until a report is made by the investigator.
4. The matter clearly remains before the SECP for this duration and the mere appointment of an investigator does not "dispose of the entire case". The obvious purpose of the proviso to section 485(1) of the Companies Ordinance is to avoid fragmentary decisions and to ensure that delays do not occur so as to hamper the regulatory role of the SECP. We can also take guidance from the provisions of section 115 of the Code of Civil Procedure, where the words "case---decided" have been used. These words have received a broad interpretation from the Courts, which allows for the exercise of revisional jurisdiction in the interlocutory matters. In the proviso section 485(1) ibid the use of the words "dispose of the entire case" is a significant manifestation of the legislative intent that the appellate jurisdiction of the Courts under the said 'provision is not to be invoked (in the context of the present case) until the investigators have done their job of investigating the affairs of the company. We at present, are not called upon to comment on the point of time when the entire case will stand disposed of by the SECP. It is sufficient to note that the conduct of the investigation, once the investigator is appointed, is still very much part of the case pending with the SECP for investigating the affairs of the petitioner company.
5. The High Court has given cogent reasons for holding that the appeal filed by the company was hit by the proviso to section 485(1) of the Companies Ordinance. In addition, we have gone through the record and have noted the recalcitrant attitude of the petitioner company which, through dilatory tactics has frustrated the investigation of its affairs for the past 9 years. We also note that the order dated 14-1-2002 has been passed by the SECP, after due consideration of all circumstances and for sound reasons which have been recorded therein. We have also been impressed by the thoroughness and professionalism with which the matter has been dealt with by the SECP. We are, therefore, of the opinion that considering the issues highlighted by SECP, the investigation of the affairs of the petitioner company must be undertaken. The company itself should have no reluctance in joining the investigation. If it can explain and answer the significant and well founded questions which have been raised by the SECP.
6. When learned counsel for the petitioner was asked to state the reservations of the company, he could only say that the appointment of investigators is likely to affect the reputation of the company. This can hardly be a ground for rendering redundant the provisions of section 265 of the Companies Ordinance. We are, therefore, clear that the ends of justice and the law have been met through the impugned judgment even though it is posited only on the proviso to the section 485(1) of the Companies Ordinance.
7. In view of foregoing discussion, we find no merit in this petition. The same is, therefore, dismissed and leave to appeal is declined.