' SYED HASAN AZHAR RIZVI, J.--- This order will dispose of the above-mentioned two C.M.As. Which have been filed in this suit. C.M.A. No,62 of 2011 is for grant of interim injunction filed by the plaintiffs under Order XXXIX Rules 1 and 2, sections 94(e) and 151, C.P.C. Seeking a restraint order against the defendants, their agents, ' representatives, attorneys, employees, successors assigns or any other person(s) acting under their control, instructions or guidance from causing any kind of hindrance or from interfering in any manner in the affairs, management, administration and day to day business/running of Partnership firm namely M. Yousaf Adil Saleem & Co. Additionally, the defendants be restrained from claiming/ acting/ posing/ officiating/ representing themselves as partners of the Firm/plaintiff No,1 during the period of suspension. C.M.A. No,1048 of 2011 filed by the defendants under Order XXXIX Rules 1 and 2 C.P.C. With the prayer to restrain the plaintiffs Nos.2 to 6 from interfering with the operation of the Lahore and Islamabad Offices of the plaintiff No,1 by the defendants.
2. This suit for declaration, accounts mandatory and permanent injunction has been filed by plaintiffs against the defendants. The case of the plaintiffs is that they and the defendants are the partners of a Firm known as "M. YOUSUF ADIL SALEEM & CO." From time to time the deed of partnership was modified and restructured and lastly the alternation of partnership deed was executed on 28-2-2005. It is averred in the plaint that in order to bring the firm in line with DTT's global strategy for regional integration, to implement the policies and procedures laid down the Professional Practice Manual of DTT and to integrate the operations of the Firm with those of Deloitte and Touch Middle East (DTME), the plaintiffs and the defendants considered it expedient to amend the Alteration of Partnership Deed dated 28-2-2005 and accordingly an Alternation of Partnership Deed dated 7-12-2006 was duly executed between the partners of Firm which had been duly registered with Registrar of Firms at Karachi. As a result of execution of Partnership Deed dated 7-12-2006 all existing officers situated in Karachi, Lahore, Islamabad and Multan stood integrated and became part and parcel of the Firm and that the office situated at Karachi became the principal office of the Firm and the previously existing Executive Management Group of Partners stood replaced with a Board duly constituted in accordance with the provision of the Alteration of Partnership Deed of 2006. It is also averred in the plaint that the main purpose of entering into the Partnership Deed of 2006 was to integrate the Firm with DTME and to comply with the policies and the Professional Practice Manual of DTT with a view to make the Firm a modern professional organization.
3. Counter-affidavit to C.M.A. No,62 of 2011 has been filed on behalf of the defendants wherein it has been stated that the balance of convenience is not in favour of the plaintiffs but in favour of the defendants. It has been categorically stated that the so-called Circular Resolution suspending the defendants are ex facie illegal. It has also been stated that defendants have been running the Lahore and Islamabad offices for over 20 years and the goodwill of Deloitte is intertwined with the goodwill of the defendants. It has been further stated that the suit is an abuse of process and the motives behind its filing as are evident from the email dated 8-1-2011, disentitle the plaintiffs Nos.2 to 6 from claiming any equitable relief and reveals the mala fide and ulterior motives of some of the Partners of the Firm to expel defendants from the Partnership Firm, planning the opening of offices in Islamabad and Lahore behind the back of the defendants much before their purported suspension, luring away the clients of Islamabad and Lahore offices for the benefit of the Karachi office that the plaintiffs Nos.2 to 5 control, blocking the emails and internet communications of defendant No,1 and senior management of Islamabad and Lahore offices and writing letters to the strategic clients of Lahore and Islamabad office. It has been stated that the cause of action to be based on the apprehension that Deloitte may expel the plaintiff No,1 from its membership firms and the correct facts are that it is the plaintiffs Nos.2 and 3 who by their acts of commission and omission are injuring the reputation and business goodwill of the plaintiff No,1 and Deloitte. It has been stated that the activities of the plaintiff No,3 have damaged the reputation and goodwill of the plaintiff No,1 and the integrity of the firm has been compromised in the eyes of its peers and in business circles by reason of the persistent involvement of the plaintiff No,3 in the political activities and government affairs because of his family connections and has brought a bad name to the Firm in the national and international media. It has been also stated that defendant No,1 is not only founder partner but also member of the board as well as Deputy Managing Partner (DMP) of the Firm. Clause 15.2 of Partnership Deed provides a term of 5 years for DMP and the position of DMP is vacated only in cases of demise or retirement of DMP. It has been stated that Board has no authority to suspend DMP therefore defendant No,1 continues to hold the position of DMP as he is not employee of the Firm. It has been stated that Clause 20 of the Partnership Deed itself provides the detailed mechanism for disputes resolution and every partner is contractually bound by the said provisions of the Partnership Deed. According to the Partnership Deed any adverse action against any partners including suspension can only be taken in case the arbitration fails to resolve the dispute. It has also been stated that the purported suspension that tantamount to expulsion was made in violation of the injunctive orders passed by the Courts at Islamabad and Lahore. It has, therefore, been stated that the plaintiffs are not entitled to any relief sought in the plaint and the application under reply is liable to be dismissed with heavy costs, as the plaintiffs have not approached to this Hon'ble Court with clean hands.
4. Counter-affidavit to C.M.A. No, 1084 of 2011 has been filed by Mushtaq Ali Hirani, plaintiff No,4, who is also attorney of plaintiffs Nos.1, 2, 3 5 and 6. He has denied all such' allegations, assertions and averments contained in the application as well as in the written statement filed by, the defendants.
It has been stated that the suspension of the defendants is valid and legal, reason for the same are mentioned in the Circular Resolution. It is specifically denied that the goodwill of the defendants, if any, is intertwined with the goodwill of Deloitte or the plaintiff No,
1. It is also specifically denied that the effect of their suspension is to deprive them of their right to do business. It has been stated that the question of expulsion can be decided by a duly convened Board and Partners General Meeting in terms of Clauses 10, 14.5 and 18 of the Operating Partnership Deed, while decision of suspension in the meanwhile has been taken under express powers of the Board under clause 14.5(j) of the said Deed. It has also been stated that it will be seen from the last recital to the operative Partnership Deed dated 7-12-2006 the change in the nature of the working of the partnership including the amplification and alteration of the terms and conditions of the partnership and the rights and obligations of the partners inter se was necessitated by the unanimous decision of all partners to comply with Deloitte policies and to transform the Partnership Firm into a Modern Professional Organization. Among the principal changes was the fact that the Partnership was no more a Partnership-at-will and in 2005 an Executive Management Group was established as an oversight management body of the Firm with other substantive powers detailed in the Deed dated 28-2-2005. This body was subsequently converted into the Board by the Operative Partnership Deed dated 7-12-2006 and its powers and responsibilities were substantively enhanced and specifically empowering the Board to suspend any of the partners, while the power to expel is reserved with the Partners General Meeting on the recommendation of the Board. It has been stated that through the instant application the defendants are effectively seeking alternation of the partnership deed which expressly opposes operation of the plaintiff No,1 on territorial lines and the defendants do not have a prima facie case nor balance of convenience is in favour of the defendants. It is, therefore, prayed that the application under reply is liable to be rejected.
5. Affidavits-in-Rejoinder have been filed by the plaintiffs reiterating the facts as stated in the plaint and the affidavits in support of their respective applications and have denied the objections and pleas raised in the counter-affidavits.
6. I have heard Mr. Rasheed A. Razvi learned counsel for the plaintiffs and Mr. Munir A. Malik, learned counsel for the defendants.
7. Mr. Rasheed A. Razvi, learned counsel for the plaintiffs after narrating the brief background of the case has contended that the defendants have been acting with a mala fide and on hidden agenda to pressurize the plaintiffs to agree to effectively work on geographical basis, without complying with the policies of the firm and DPM. He contended that in the light bf the Partnership Deed of 2006 all existing offices situated in Karachi, Lahore, Islamabad, and Multan stood integrated and became the part and parcel of the Firm and that the office situated at Karachi became the principal office of the Firm. He contended that such integration was done in order to bring the Firm in line with DTT's global strategy for regional integration, to implement the policies and procedures laid down in the DPM and to integrate the operations of the Firm with those of DTME. Learned counsel has referred to Clauses 10, 14 & 15 of Partnership Deed of 2006. For convenience sake, the same are reproduced below:--- "10. Expulsion and Cessation of Partners 10.1 On the recommendation of the Board, a Partner may be expelled from the FIRM by a decision of 3/4th majority votes of all the Partners at a duly convened Partners' General Meeting (PGM) on anyone or more of the following grounds:-- ' If he is convicted of an offence involving moral turpitude by the competent Court of law.
(ii) If, he fails to perform or discharge his duties, responsibilities and obligations enunciated in Article 5 above.
(iii) If he wilfully and knowingly violates any laws, rules and regulations which have, created or may create an adverse impact on the FIRM's business, reputation and goodwill or which have brought or may otherwise bring all or any of the other partners into disrespect in the eyes of the Client(s) or Institute of Chartered Accountants of Pakistan (ICAP).
10.2. Notwithstanding anything contained in preceding paragraphs, a Partner shall ipso facto cease to be a Partner of the FIRM if he ceases to be member, or is removed from his membership, of the Institute of Chartered Accountants of Pakistan (ICAP) for any reasons whatsoever, including professional misconduct or is disqualified by any Court or judicial authority, from practising as Chartered Accountant."
"14. The Board 14.1 There shall be Board which shall consist of five (5) members, 3 being partners of the FIRM and 2 representative of DTME. The existing EMG stands substituted by the Board.
14.2 The Partners have already constituted the Board consisting of the following partners, who were earlier members of the EMG, and their tenure would expire on June 30, 2011 namely
(i) Muhammad Yousuf Adil
(ii) Muhammad Saleem
(iii) Asad Ali Shah In addition to above partners of the FIRM, to representatives of DTME will become the members of the Board immediately from the date when the nominations for the same have been received from the DTME Board.
14.3 .......................................................................
14.4 .........................................................................................................................
14.5 The Board shall be the oversight management body of the FIRM and shall be responsible for the monitoring of operations and development of the FIRM's strategies and policies. The Board shall represent the FIRM's view on matters of public policy or public interest. More specifically, in addition to the powers and functions specified elsewhere in this Deed, the powers, functions and responsibilities of the Board shall be the following:---
(a) .
(b)
(c) .
(d) .
(e) .
(f) ..
(g) . ..
(h) ..
(i)
(j) Suspension of a partner and imposing any restrictions with regard to his delivering any services on behalf of the FIRM or issuing any audit or other opinions, and/or suspensions of his monthly drawings. If suspensions relates to a member of the Board a unanimous vote of the remaining members of the Board shall be necessary.
(k)
(l)
(m) ...........................................................................................................................
(n).
(0) ...............................................................................................
(P) ...............................................................................................
(q)
(r)
(s).
(t)..
(u)
(v).
(w)
(x)
(y)
(z)
(aa) ...........................................................................................................................
(ab) ...........................................................................................................................
(ac) ............................................................................................................................
(ad) Recommend amendment(s) in this Deed. (ae) Recommendations of expulsion of a partner.
(at) ............................................................................................................................
(ag) ............................................................................................................................
(ah) ...........................................................................................................................
(ai) .............................................................................................................................
14.6 ...........................................................................................................................
14.7..
14.8 ............
14.9 Quorum of the Board. Shall be 4 members including one member from DTME and the decision will be taken on the basis of simple majority which must include at least one member of DTME and two members of DTP. In case a member cannot attend a meeting of the Board, he may appoint a proxy to attend a meeting on his behalf and vote. A proxy must be a member of the Board. Until the representatives of the DTME are nominated and join the Board, the quorum of the Board shall be all the members of the remaining members of the Board and all decisions will be on consensus/ unanimous basis."
"15. Managing Partner & Deputy Managing Partner 15.1 MYA shall be the Managing Partner of the FIRM for a period of 5 years from July 1, 2006.
15.2 MS shall be the Deputy Managing Partner of the FIRM for a period of 5 years from July 1, 2006.
15.3 For future purposes, upon the demise or retirement of the Managing Partner, the PGM shall choose the Managing Partner for a term of four (4) years."
8. He contended that the defendant. No,1 has duly signed the Circular Resolution of the Board thereby assenting to the recommendations made by the Nominating Committee proposing plaintiff No,3 the Chief Executive of the firm for a period of four years w,e,f, 8-2-2010 and the Board further recommended that plaintiff No,2 and defendant No,1 be elevated as the Non-Executive Chairman and the Co-Chairman of the Board respectively w,e,f, 8th February, 2010. He further argued that the defendant No,1 not only recommended that plaintiff No,2 should make an announcement giving effect to the Circular Resolution of the Board but he himself accepted the position of non-executive Co-Chairman of the Board, and he continued to use this designation in several correspondences exchanged by him from February 8, till August, 2010. He also contended that the defendant No,2 accepted the announcement of February 8, 2010 and never objected to the making the appointments of CEO / Managing Partner, Chairman of the Board and Co-Chairman of the Board from February 8 till August, 2010. Mr. Razvi contended that recommendation made in Circular Resolution of the Board has been duly resolved by Circular Resolution of the Partners which resolution has been duly signed by plaintiffs Nos.2, 3, 4, 5 and 7. He, therefore, contended that the circular resolution of Partners has been effectively passed by more than 3/4th majority in accordance with section 18.6 of the Alternation of Partnership Deed of 2006, hence defendants have no basis to challenge the appointment of plaintiff No,3 as the Chairman/Managing Partner of the Firm. He referred to the E-mail dated February 2, 2010 sent by defendant No,1 to plaintiff No,3, contents of the same are reproduced below:--- "From" Saleem, Mohammad (PK --- Islamabad)" Date: Tue, 2 Feb 2010 11.25:02 --- 0500 ' To: Shah, Asad Ali (PK --- Karachi) Subject: RE: CEO Resolutions Dear Asad ' In continuation of our conference call this afternoon, I had a detail meeting with our senior legal counsel Mr. Kamal Azfar, SASC. The points emanating from our discussion are detailed as under:
(1) That Circular Resolution of the Partners has no legal effect unless the Partnership Deed is amended. Such type of actions can have adverse bearing on the ongoing litigation in the Sindh High Court.
(2) The inference drawn from Manoj's message is that "February 1st as the date for Asad to take over as CEO and a announcement to that effect should come from Yousuf to the Partners ... This is the right protocol for internal announcement within the Pakistan Firm, Yousuf's announcement should also say that he and Saleem will be Co-Chairs of the Board....". Manoj has also suggested that "Pakistan Partners will be meanwhile working on a ' modified partner agreement to capture these new roles...." Which means amendments in the Partnership Deed?
' As discussed in the conference call, I have extended full endorsement of the circulation of internal communication and let's start working comprehensively on the required amendments to give a legal effect to the new proposed structure and governance reforms at PK Firm at the earliest.
' Our Firm is a Board driven Firm and the Board has endorsed your appointment as CEO, so assume the responsibility and execute accordingly.
' Best of Luck ' Sd/- Muhammad, Saleem Dy. Managing Partner ' M. Yousuf Adil Saleem & Co., Chartered Accountants Member Firm of Deloitte Touch Tohmatsu"
9. Learned counsel urged that in order to bring the Firm in line with the Practice Review, the requirements of DPM, the Partnership Deed of 2006 and the Partnership Act, 1932, the Board exercising powers conferred by section 14(j) of the Partnership Deed of 2006 in good faith and in the best interest of the Firm; the Board members unanimously passed the resolutions via circulation restraining the defendants from:--
(i) Exercising any rights as a member of the Board and any leadership position until he remains suspended as a partner.
(ii) Submitting any proposals, EOIs, bids for any new clients, engagements or in response to any press advertisements on behalf of, the firm, without the approval of Risk and Reputation Leader.
(iii) Issuing any audit/assurance opinions, or any other form of reports without obtaining prior approval of the Functional Leader/Functional Risk Leader --- Audit and Assurance, in the case of the audit reports, and from Risk and Reputation Leader in the case of all other reports and
(iv) For accepting any new engagement or clients without prior approval of the Risk and Reputation Leader.
10. Learned counsel contended that it is impossible for the absolute majority of the Partnership Firm to run, manage and administer the business of the Firm due to illegal, unjust, unfair and mala fide conduct, of the defendants and in fact the minority shareholders of the Firm have paralyzed the working of the Firm inasmuch as no meeting of the Board could be held during the year 2010. He further stated that there exists strong possibility that DTT and DTTL may withdraw their affiliation and association with the plaintiff No,1, therefore, the plaintiffs are left with no option but to approach this Court for seeking a prohibitory injunction against defendants in order to save the Partnership Firm.
11. Mr. Rasheed A. Razvi learned counsel for the plaintiffs has drawn my attention to sections 9 and 12(c) of the Partnership Act, which relate to general duties of partners and conduct of the business.
He contended that according to section 9 of the Partnership Act, the partners are bound to carry on the business of firm to the greatest common advantage, to be just and faithful to each other, and to render true accounts and full information of all things affecting the firm to any partner of his legal representative. He submitted that section 12(c) provides that any difference arising as to ordinary matters connected with the business may be decided by a majority of the partners, and every partners shall have the right to express his opinion before the matter is decided, but no change may be made in the nature of the business without the consent of all the partners. Learned counsel also made reference to section 33 of the Partnership Act and argued that a partner can be expelled by a majority of the partners provided there is a contract between the partners to this effect and further that such power has been exercised bona fide and in good faith. In support of his submission, learned counsel has placed reliance on the case of SYED KHURSHID SOHAIL v. AZIZ HAMI AND '4 OTHERS (1988 MLD 381).
12. Learned counsel next contended that defendants have instituted three suits one before High Court at Islamabad, second suit before Senior Civil Judge at Lahore and third suit before Senior Civil Judge at Islamabad malafidely and with ulterior motive and succeeded to, get the stay orders in the said suits by misrepresentation and concealment of true facts on the ground that present plaintiffs intend to change the basic structure of the Firma He contended that defendants themselves violated Clause 20 of the Partnership Deed of 2006 by filing suits at Lahore and Islamabad. He also contended that defendants have admitted the various assertions made in the memo of plaint. In this regard he made reference to Paragraphs 19 to 24 of the memo of plaint which have not been categorically denied by the defendants in their written statement. He also contended that defendants have not denied in their pleadings the important documents annexed with the memo. Of plaint. He relied upon Order VIII Rules (3), (4) & (5) of C.P.C., which read as under:- "(3) Denial to be specific.--- It shall be sufficient for a defendant in his written statement to deny generally the ground alleged by the plaintiff, but the defendant must deal specifically with each allegation of fact of which he does not admit the truth, except damages.
(4) Evasive denial.--- Where a defendant denies an allegation of fact in the plaint, he must not do so evasively, but answer the point of substance. Thus, if it is alleged that he received a certain sum of money, it shall not be sufficient to deny that he received that particular amount, but he must deny that he received that sum or any part thereof, or else set out how much he received. And if an allegation is made with diverse circumstances, it shall not be sufficient to deny it along with those circumstances.
(5) Specific denial.--- Every allegation of fact in the plaint, if not denied specifically or by necessary implication, or stated to be not admitted in the pleading of the defendant, shall be taken to be admitted except as against a person under disability: Provided that the Court may in its discretion require any fact so admitted to be proved otherwise than by such admission."
13. To strengthen his above submissions, learned counsel has placed reliance on the cases of INAM NAQSHBAND v. HAJI SHAIKH IJAZ AHMAD (PLD 1995 SC 314), BASHIR AHMED AND 3 OTHERS v.
MUHAMMAD .ASLAM AND 6 OTHERS (2003 SCMR 1864) and IQBAL AHMAD SABRI v. FAYYAZ AHMAD AND ANOTHER (2007 CLC 1089).
14. Learned counsel further contended that defendants have failed to comply with the policies contained in the Deloitte. Policy Manual and to discharge the responsibility successfully as partners in the Firm as stipulated in Article 16 of the Partnership Deed of 2006. He contended that defendants have failed to submit the accounts of Islamabad and Lahore offices despite repeated demands not only orally but also in writing. In this regard he has made reference to email dated 25-11-2010 written by Mushtaq Ali Hirani asking for Islamabad and Lahore office annual accounts for the year ended May 31, 2010 for consolidation and filing of income tax return 2010.
15. Lastly, Mr. Rasheed A. Razvi learned counsel for the plaintiffs has argued that plaintiffs have a good prima facie case in their favour, balance of convenience also lies in favour of the plaintiffs for grant of interim injunction as prayed in the accompanying application and monetary compensation will not be an adequate relief as fundamental rights of the plaintiffs are involved. In support of his submissions, learned counsel has placed reliance on the cases of NEM DAS AND OTHERS v. KUNJ BEHARI LAL AND ANOTHER (AIR 1928 Oudh 424), MIAN MUHAMMAD LATIF v. PROVINCE OF WEST PAKISTAN (PLD 1970 SC 180), S. AZHAR-UL-HASSAN NAQVI v. MST. HAMIDA BIBI AND 2 OTHERS (1979 CLC 754), MUHAMMAD RAMZAN v. TRUSTEES OF PORT OF KARACHI (1990 'CLC 1086), HOUSE BUILDING FINANCE CORPORATION v. SHAHINSHAH HUMAYUN COOPERATIVE HOUSE BUILDING SOCIETY AND OTHERS (1992 SCMR 19), ISLAMIC REPUBLIC OF PAKISTAN v. MUHAMMAD ZAMAN KHAN AND OTHERS (1997 SCMR 1508), M/S. K.G. TRADERS AND ANOTHER v. DEPUTY COLLECTOR OF CUSTOMS AND 4 OTHERS (PLD 1997 Karachi 541), UNITED BANK LIMITED AND OTHERS v. AHSAN AKHTAR AND OTHERS (1998 SCMR 68), REGIONAL COMMISSIONER OF INCOME TAX CORPORATE REGION KARACHI v. SHAFI MUHAMMAD BALOCH (1998 SCMR 376), MUSHTAQ AHMED. SABTO AND OTHERS v. FEDERATION OF PAKISTAN AND OTHERS (2001 PLC (C.S.) 623), PURI TERMINAL LTD. v. GOVERNMENT OF PAKISTAN AND 2 OTHERS (2004 SCMR 1092), M/S. MAXIM ADVERTISING COMPANY (PVT) LTD. v. PROVINCE OF SINDH AND.
4 OTHERS (2007 MLD 2019), M. YOUSUF ADIL . SALIM & CO. AND 7 OTHERS v. HAMID MASOOD (2007 CLD 916) and CHIEF JUSTICE OF PAKISTAN IFTIKHAR MUHAMMAD CHAUDHRY v. PRESIDENT OF PAKISTAN AND OTHERS (PLD 2010 SC 61).
16. On the other hand, Mr. Munir A. Malik learned counsel for the defendants has argued that no cause of action has arisen to the plaintiffs against the defendants for filing the instant suit as the same is stated to be based on the apprehension that Deloitte may expel the plaintiff No,1 from its member firms. He urged that the correct facts are that it is the plaintiffs Nos.2 and 3 who by their acts of commission and omission are injuring the reputation and business goodwill of the plaintiff No,1 and Deloitte. He contended that prior to merger there were two firms, the Firm of Ilyas Saleem & Co. Had its office at Lahore, Karachi and Islamabad wherein the defendant No,1 was the founding partners whereas the firm of M. Yousuf Adil & Co. Was operating from Karachi, Lahore and Faisalabad in which the plaintiff No,2 was one the founding partner. The professional goodwill of the plaintiff No,2 and defendant No,1 was then intertwined with the goodwill of the respective firms to which they belonged. He contended that the plaintiff No,1 has not executed any document authorizing the appointment of plaintiff No,4 as attorney of plaintiff No,1 by so-called Special Power of Attorney, which ex facie at best authorizes the plaintiff No,4 to act on behalf of the plaintiffs Nos.2, 3, 5 and 6 only and not on behalf of plaintiff No,
1. To fortify his submission, learned counsel has placed reliance on the case of IQBAL AHMED SABRI v. FAYYAZ AHMED AND ANOTHER (2007 CLC 1089).
17. Learned counsel for the defendants argued that on account of practical and operational reasons, different office of the Firm always operated in their exclusive territorial jurisdiction laid down in Para-7 of Deed of Partnership dated 31-12-1996, however, only the accounts of the Firm were integrated for the purpose of profit sharing. He also argued that defendants Nos.1 and 2 are the Partner Incharge of offices of plaintiff No,1 at Islamabad and Lahore, respectively and legally empowered to issue and own any report in the context of their professional work. He further argued that since 1996 to date the defendants have all along been having exclusive jurisdiction to carry out the business operations of the plaintiff No,1 in Punjab, except Multan, Khyber Pakhtunkhwa and of late in Afghanistan without any interference of plaintiffs Nos.2 to 6. He urged that similarly. The defendants not intrude into the exclusive territorial jurisdictions of plaintiffs Nos.2 to 6. He urged that all partners respected this practice and conduct for the last 14 years. He respectfully submitted that a partner sought to be ousted years ago is continuing to use Deloitte's name at Faisalabad, who even did not sign the Partnership Deed of 2006. He, therefore, urged that it is manifestly unjust to restrain the defendants on the basis of a suspension order, which has. Been concocted by the plaintiffs.
18. Learned counsel further contended that the very purpose of passing Circular Resolutions purporting to suspend the defendants are evident from the email dated 8-1-2011, which reveals the mala fide and ulterior motives of some of the partners of the firm to expel defendants from the partnership firm, planning the opening of offices in Islamabad and Lahore behind the back of the defendants much before their purported suspension, luring away the clients of the Islamabad and Lahore offices for the benefit of the Karachi office that the plaintiffs Nos.2 to 5 control, blocking the emails and internet communications of defendant No,1 and senior management of Islamabad and Lahore offices and writing letters to the strategic clients of Lahore and Islamabad office, which is sufficient to disentitle the plaintiffs Nos.2 to 6 from claiming any equitable relief. He contended that the Circular Resolution are contrary to the express provisions of the Partnership Deed which provisions inter alia provide for joint deliberations of the Board and the partners in General Meetings, particularly when the same were not passed by unanimously. He also contended that by alleged circular resolution the defendants have been subjected to disciplinary action behind their back and without providing them with the opportunity to show cause. He also urged that circular resolution suspending the defendants was purportedly signed by persons whose own appointment remained unapproved and under a challenge. He made reference to Clause 18.2(i) of the Partnership Deed of 2006, which provides that PGM shall take disciplinary action against Board members. For ready reference Clause 18.2 is reproduced below:--- "18.2 PGM shall be authorized to transact, inter alia, the following business:---
(a) Approval of admission of new partner(s).
(b) Amendment in this Deed or execution of supplementary Deed.
(c) Partner expulsion.
(d) Election of Board members.
(e) Merger with other firms of Chartered Accountants.
(f) Dissolution or reconstitution of the FIRM.
(g) Affiliations, association and strategic alliances with international firms.
(h) Approval of annual accounts.
(i) Take disciplinary action against Board members."
19. Learned counsel further urged that defendants control 29.07% of the voting strength and the remaining 70.93% vesting in the plaintiffs Nos.2 to 6. He submitted that under the Deed of Partnership of 2006 the parties to the said deed have constituted a Board that shall be the oversight Management Body of the plaintiff No,1 and shall be responsible for monitoring of operations and development of the firm's strategy and policies. He also submitted that the powers and functions conferred on the Board are specified in various sub-clauses of Clause 14.5, but none of these sub-clauses confers on the Board the power to appoint or to recommend the appointment of a Managing Partner for which a specific Clause 15 has been mentioned in the Partnership Deed of 2006. He, therefore, argued that the Board was not competent to invoke the provision of Clause 14.5(j) without seeking prior approval of PGM in terms of Clause 18.2 of the. Deed of Partnership of 2006. He urged that quorum for the PGM shall be the partners present in person and holding 3/4th of votes of all the partners. He contended that the activities of the plaintiff No,3 have damaged the reputation and goodwill of the plaintiff No,1 . He urged that the integrity of the Firm has been compromised in the eyes of its peers and in business circles by reasons of the persistent involvement of the plaintiff No,3 in the political activities and government affairs because of his family connections and has brought a bad name to the Firm in the national and international media. He also urged that when defendants brought these issues to the notice of Global Leadership, who instead of rectifying the situation suggested the exit of the defendants from the Firma He urged that Global Leadership and some of the representatives to DTME are not neutral arbiters but in fact are acting in concert with the plaintiffs Nos.2 to 6. He further urged that the highest functionaries of Deloitte advised resolution of disputes and not suspension or expulsion as would be evident from the email dated 18-1-2011 from Mr. James Quigley, The Chief Executive of the DTT, which reads as under:--- "Thank you for your email regarding issues within the DTTL Member Firm in Pakistan.We are well aware of the legal proceedings that have been initiated by the respective parties in Pakistan, and of the seriousness of the issues involved. I had already asked independent DTTL representatives to confirm that the facts and allegations are understood, and to provide whatever assistance we can to the Pakistan Firm and its partners in resolving its issues. We will continue to follow developments with regard to these issues, and to assist however we can t9 find a resolution, but the primary responsibility for resolving this matter lies with the Pakistan firm and its partners. It is essential that this matter be resolved in the near future in a manner that would allow the Pakistan firm to comply with all applicable professional and DTTL policies and standards."
20. Learned counsel further submitted that unfortunately the professional, contractual, moral and legal expectations of the defendants have been severely prejudiced by the spiraling ambition of plaintiff No,3, who happens to be the son of leading politician and currently the Chief Minister of Sindh. The said plaintiff with a view to misappropriating and arrogating to himself the control of the plaintiff No,1 firm, hatched a conspiracy whereby plaintiff No,2 unduly influenced to illegally hand over the post of Managing Partner to plaintiff No,3 and purport to formalize the unsustainable arrangement through two circular resolutions accompanied by the following email on 30-1-2010:-- - "As part of succession planning, the firm's board, in consultation with the leadership of DTT and DTME, had initiated a search for the Chief Executive Officer of the firm in view of my impending retirement in the mid 2011 through a nominating process, Two-member nominating committee comprising of two senior leaders, Mr. Anis Sadek (Partner Incharge of Dubai Operation) and Theo Thijessen (former Chief Operating Officer of EMEA Region), was appointed to self the most suitable person as the firm's CEO. I am delighted to inform that, based on a robust nominating process, which included comprehensive exchange of views between Nominating Committee and all the partners over a three day period in Dubai in the middle of last month, the Committee has recommended Mr. Asad Ali Shah as the new CEO of the firm. The recommendation has been approved by the DTT and DTME leadership. Please join me in congratulating Asad on his nomination for this new and highly challenging leadership role, which he will assume from February 1, 2010. You will no doubt extend your fullest cooperation and support to Asad as you have done to me over the past so many years..."
21. Mr. Munir A. Malik learned counsel for the defendants in reply to the arguments of Mr. Rasheed A.
Razvi learned counsel for the plaintiffs regarding acceptance of plaintiff No,3 as Managing Partner/CEO, has submitted that plaintiffs have taken a wrong perception of email sent by defendant No,1 to plaintiff No,3 dated 2-2-2011 regarding assumption the responsibility as CEO by plaintiff No,3, but the defendant's stance is to follow the law and procedure as Circular Resolution has no legal effect unless amendments in the Partnership Deed is made. He also contended that passing of Circular Resolution is nowhere mentioned in the Partnership Deed of 2006. He further contended that it is the PGM to choose the Managing Partner not the Board. He made reference to Clause 14.5(i) which provides that disciplinary action against Board Member will be decided by PGM and not by the Board by any so-called Circular Resolution. He also urged that plaintiffs have failed to make out a prima facie case in their favour. He submitted that no Board meeting was held by which the defendants were suspended; no show-cause notice issued to the defendants; suspension is indefinite like expulsion, and to this date plaintiffs have not taken any steps to expel defendants. He urged that the so-called circular resolution suspending the defendants was never communicated to the defendants prior to the institution of the suit.
22. Learned counsel has drawn my attention to the notice of 5th Board Meeting scheduled to be held at Dubai on 21-8-2010. The agenda of the said meeting is to approve the minutes of 4th Board Meeting, review of implementation decisions of the steps emanating from previous Board meeting, review of report of Nominating Committee and its recommendations viz: ratification of appointment of MP & CEO and defining his role and responsibilities, ratification of appointment of Chairman and Co-Chairman etc. He urged that defendant No,1 requested the plaintiff No,1 not to hold meeting as the agenda is beyond the powers of Board, but the plaintiff No,1 has not given any positive reply, therefore the plaintiffs left no option for the defendants except to invoke the jurisdiction of the Court. He urged that defendant No,1 filed a suit for declaration, mandatory and permanent injunction before Senior Civil Judge, Islamabad and on 19-8-2010 the Court was pleased to restrain the plaintiffs from convening the meeting of plaintiff No,1 Firm as per proposed agenda. He stated that the injunctive order passed on 19-8-2010 is still enforced. He contended that when the plaintiffs failed to fulfil their nefarious design, they issued notice for holding of 26th Partners General Meeting, which was scheduled to be held on 4-9-2010 at Karachi. The agenda of the meeting is to approval minutes of 25th PGM held at Karachi on 28-7-2009, approval of accounts for the year ended May 31, 2009, ratification and approval of appointment of following office bearers as recommended by the Board. He contended that the defendant No,2 against holding of Partners General Meeting approached the Civil Court at Lahore by filing suit for declaration and injunction and on 3-9-2010 the Court has granted interim order and restrain the plaintiffs from holding the proposed Partners General Meeting pursuant to the notice dated 18-8- 2010. He, therefore, contended that the purported suspension that tantamount to expulsion was made in violation of the injunctive orders passed by the Courts at Islamabad and Lahore. He urged that the suits were filed because the plaintiffs No,2 and 3 were bent upon holding an illegal meeting despite the warning given by the defendant No,2 and if such meeting was allowed to be held they would pass illegal and unjust resolutions to the detriment of the firm and the defendants.
23. Mr. Munir A. Malik learned counsel for the defendants next contended that the defendant No,1 is not only founder partner but also Member of the Board as well as Deputy Managing Partner of the Firm. He made reference to Clause 15.2 of the Partnership Deed, which provides a term of 5 years for DMP and the position of DMP is vacation only in cases of demise or retirement of DMP and Board has no authority to suspend DMP, as he is not an employee of the Firm, therefore, the defendant No,1 continues to hold the position of DMP. He also made reference to Clause 20 of the Partnership Deed, which provides the detail mechanism for disputes resolution and every partner is contractually bound by the said provision of the Partnership Deed. He urged that any adverse action against any partner, including suspension can only be taken in case the arbitration fails to resolve the dispute. He further urged that all the Board Members, except Mr. Nauman Ahmed who did not sign the said so-called Circular Resolution have disobeyed injunctive orders and have disentitled themselves to any equitable relief from this Court.
24. Learned counsel, however, contended that the so-called Circular Resolutions suspending the defendants are ex facie illegal. He also contended that neither the balance of convenience lies in favour of the plaintiffs nor they approached to this Court with clean hands. He contended that defendant have been running the Lahore and Islamabad offices for over 20 years and the goodwill of Deloitte is intertwined with the goodwill of the defendants. He further urged that suspension order is in fact an expulsion that is without providing an opportunity to show-cause, mala fide and does not serve the interests of the firm. He also urged that monetary compensation would be an adequate relief. He stated that fundamental rights of the defendants are no less important than the fundamental rights of the plaintiffs. He, therefore, prays that application filed by the plaintiffs is liable to be dismissed with heavy cost and application filed on behalf of the defendants may be granted as prayed for.
25. Mr. Munir A. Malik, learned counsel for the defendants in support of his above submissions regarding prima facie case, balance of convenience,' irreparable loss and mala fide acts has placed reliance on the cases of ERIN ESTATE, GALAH CEYLON v. COMMISSIONER OF INCOME TAX, MADRAS (AIR 1958 SC 779), MRS. DINO MAJEKJI CHINOY and 8 OTHERS v. MUHAMMAD MATIN (PLD 1983 SC 693), MST. SALMA JAWAID AND 3 OTHERS v. S. M. ARSHAD AND 7 OTHERS (PLD 1983 Karachi 303), MUHAMMAD MATIN v. MRS. DINO MANEKJI CHINOY AND OTHERS (PLD 1983 Karachi 387), BALAGAMWALA OIL MILLS (PVT.) LTD. v. SHAKARCHI TRADING A.G. AND 2 OTHERS (PLD 1990 Karachi 1), INAM NAQSHBAND v. HAJI SHAIKH IJAZ AHMAD (PLD 1995 SC 314), IMDAD MAGSI AND OTHERS v.
KARACHI WATER AND SEWERAGE BOARD AND OTHERS (PLD 2002 SC 728), HUSSAIN A. HAROON v. MRS. LAILA SARFARAZ AND OTHERS (2003 CLC 771), BASHIR AHMED AND 3 OTHERS v. MUHAMMAD ASLAM AND 6 OTHERS (2003 SCMR 1864) and JUSTICE KHURSHID ANWAR BHINDER AND OTHERS v. FEDERATION OF PAKISTAN (PLD 2010 SC 483).
26. In rebuttal, Mr. Rasheed A. Razvi, learned counsel for the plaintiffs has denied the submissions made by the learned counsel for the defendants and reiterated the submissions made by him earlier in support of his case. He submitted' that the Court may grant injunction even if the case does not fall within the four corners of the well-settled principles under Order XXXIX Rules 1 and 2, C.P.C., to prevent the ends of justice from being defeated by an order specified under section 94(e) of C.P.C. In this regard he has relied upon the cases reported in Salma Jawaid v. S.M. Arshad (PLD 1983 Karachi 303), Balagamwala Oil Mills (Pvt.) Ltd. v. Shakarchi Trading A.G. (PLD 1990 Karachi 01) and Hussain A. Harcon v. Mrs. Laila Sarfaraz and others (2003 CLC 771). Besides other submissions, learned counsel submitted that defendants intention is to demolish the firm as it reflects from the letter written by defendant No,1 to Chief Executive of Pakistan Steel Mills dated 14-4-2011. He also submitted that plaintiffs are within their rights to perform in accordance with Partnership Deed of 2006 and having power to expel any partner from the firm. He also made reference to the suits filed by the defendants at Islamabad and Lahore and submitted that the defendants have nowhere mentioned in the said suits that plaintiffs want to oust the defendants from the partnership business and this plea has been taken by the defendants first time in the present suit. He also submitted that defendants have signed the circular resolution and now they have taken a U-turn by challenging the said resolution. He submitted that validity of circular resolution cannot be decided without recording of evidence. He, therefore, submitted that plaintiffs have made out a good arguable case in their favour, balance of convenience is also lies in favour of the plaintiffs and if the injunction is refused the plaintiffs shall suffer irreparable loss.
27. I have given due consideration to the arguments advanced by the learned counsel for the parties, perused the material available on record and the case-law cited at the bar.
28. The main dispute between the parties revolving two Circular Resolutions one for appointment of plaintiff No,3 as Managing Partner/CEO and second for suspension of defendants. A bare reading of the Alteration of Partnership Deed of 2006 reveals that there is a procedure for appointment of new partner, expulsion, cessation and power of the Managing Partner and Deputy Managing partners are clearly indicated. According to Alternation of Partnership Deed of 2006 a partner may be expelled from the Firm by a decision of 3/4th majority votes of all the partners at a duly convened Partners' General Meeting, but it is silent about expulsion of MP or DMP. As per Deed of Partnership of 2006, the MP or DMP of the Firm shall be for a period of 5 years and upon demise or retirement of the MP, the PGM shall choose the Managing Partner for a term of four years. The Circular Resolution dated 30-1-2010 whereby plaintiff No,3 has been appointed Managing Partner/CEO and plaintiff No,2 and defendant No,1 as Non-Executive Chairman and Co-Chairman of the Board is reproduced below:--- "Circular Resolution passed by all the Partners of M. Yousuf Adil Saleem & Co. Chartered Accountants ' The recommendation of the Board of the Firm contained in the Circular Resolution dated January 30, 2010 (enclosed) has been considered and it is unanimously resolved that the recommendations of the board be and are hereby approved and Mr. Asad Ali Shah be and is hereby appointed as the Chief Executive of the Firm for a term of 4 years with effect from 1st February, 2010.
' It is further resolved that Mr. Muhammad Yousuf Adil and Mr. Muhammad Saleem be and are elevated as the Non-Executive Chairman and Co-Chairman of the Board respectively with effect from 1st February; 2010.
' It is also resolved that in this regard all necessary steps including notification to all concerned and consequential amendments in the Deed of Partnership be undertaken."
29. A perusal of Partnership Act reveals that there are three ways of retirement of partner: (1) dissolution of partnership as provided under sections 39 to 44; (2) one or more partners' retirement as provided under section 32; and (3) expulsion of partner as provided under section 33. It will be noticed that the word "dissolution" is -defined whereas "retirement" is not defined in the Partnership Act. A partner can retire in the cases set out in section 32 and when he does so, he is said to retire from the firm. The said section reads as under:--- "32. Retirement of a partner.--- (1) A partner may retire---
(a) with the consent of all the other partners;
(b) in accordance with an express agreement by the partners, or
(c) where the partnership is at will, by giving notice in writing to all the other partners of his intention to retire.
30. A plain reading of above-quoted section clearly indicated that clause (a) is a general provision about retirement of partner, whereas clauses (b) and (c) deal with specific situations mentioned thereunder, as such they are special provisions in respect of retirement of partner. It is well-settled that where the partnership deed provides the mode of retirement, such mode should be adopted for the retirement alone. If a thing is required to be done in a particular manner then it shall be done in that manner alone. Then the mode of retirement is provided in the partnership deed, the case would fall within the ambit of section 32(1)(b) of Partnership Act. I find further support from the case of Syed Khurshid Sohail v. Aziz Hami (1988 MLD 381), wherein the learned Judge while referring section 33 of the Partnership Act has held that a partner could be expelled by a majority of partners provided there was a contract between the partners to this effect and further that such power has been exercised bona fide and in good faith and unless there is an agreement between the partners empowering the majority of partners to expel any partner, no partner can be expelled from the partnership firm. Reference has also been made to Lindley on the Law of Partnership, 10th Edition, page 444 where the following observation has been made:- ".... No majority of partners can. Expel any partner unless a power to do so has been conferred by express agreement between the partners. The Court cannot control the exercise of a power to expel if it is exercised bona fide .... But all clauses conferring such a power are construed strictly, by reasons of the abuse which may be made of them, and of the hardship of expulsion; and the Court will never allow a partner to be expelled if he can show that his co-partners, though justified by the workings of expulsion clause, have, in fact, taken advantage of it for base and unworthy purposes of their own, and contrary to that truth and honour which every partner has a right to demand on the part of his co-partner."
31. I have also gone through the email sent by plaintiff No,3 to Nauman Ahmed dated 21-12-2010 (available at page 873 of the file along with written statement), which itself speaks the intention of the plaintiffs to oust the defendants from plaintiff No,1 and also reducing the shares of the defendants so also opening of new offices at Lahore and Islamabad. For advantageous, the same is reproduced as under:- "Further to our earlier discussions, please see the attached resolutions, which we will use to file our suits in Karachi to get appropriate restraining orders from Karachi civil Court of relevant jurisdiction. Unfortunately, Mehmood had to go out of country, but our target is to file on Thursday, as the courts will be on vacation for nearly 10 days. Adil Sahib and I have already signed the attached resolutions, and shall appreciate if you could sign them and return to us the scanned copy of the resolutions.
' In addition to the above resolutions, we had a detailed meeting of five partners before Adil Sahib's departure for US on last Saturday, and we agreed on the following strategy, consistent with the earlier discussions held in the Board:--
(1) It is proposed that the Board also delegates some of its powers to the Managing Partner, as after we are able to get the restraining order, certain decisions will need to be taken, and it may be more efficient that such decisions are taken by the MP. The Board is empowered under clause 14.5 u to delegate some of its powers to the Managing Partners or any other partner. It is proposed that the following powers be delegated to the MP.
(a) Clause 14.5 k (changing and appointing engagement partners),
(b) Clause 14.5 1 (appointing leaders for different service groups and functions), (c.) Clause 14.5 n (appointments of senior manager and above staff),
(d) Clause 14.5 ab (opening and closure of offices and re-location of any partner).
(2) The Board will retain its power to ratify the above powers in the first Board meeting happening after the above powers are exercised.
(3) It is also proposed that the following resolutions be also passed by the board:
(a) In an earlier Board meeting, it was agreed to make Mr. Talat Javed as equity partner, and in the 25th PGM attended by Saleem with proxy of Hafiz Yousuf, his share Reallocating profit sharing ratio's, including allocating 5.5. % to TJ and proportionately reducing share of MS and HMY under clause 14.5 r. The rationale for reducing the shares of MS and HMY is that TJ will be handling clients of Faisalabad, Lahore and Islamabad, where (Lahore and Islamabad) we have initiated the process of establishing offices. In fact, he already has, at least one significant client. This will also reduce the share of the two brothers to below 25%, enabling us to take appropriate corrective actions in the partners general meeting, including taking necessary disciplinary action for their misconduct.
(b) Allowing the. Partners to form a new firm in view of continuing litigation under clause 5, which authorizes that partners can form another firm, if.. Approved by the Board. In the current situation, if the litigation prolongs, the existing five partners together with five or six new partners can form a new firm based on the Board approval. This option will only be used, if we come to the conclusion that the current litigation is likely to prolong and it will be more appropriate to form a new firm.
(4) Offices in Lahore and Islamabad
(2) We have developed preliminary budgets for establishing these two offices and are looking for appropriate space. We hope to have functional offices in early January.
(b) The other resolutions referred to in paragraphs 3 and 4 have been drafted, and I hope to send them to you after review by our legal counsel, hopefully tomorrow."
32. In order to examine the legality of Circular Resolution passed by the Members of the Firm, I have gone through the whole Partnership Deed of 2006, but unable to find any clause regarding passing of Circular Resolution. The Partnership Deed of 2006 provides mechanism in unequivocal terms regarding the duties and responsibilities of partners and retirement of partners, but there is no mention of passing any circular resolution. Clause 8.1 of the Partnership Deed stipulates that each partner shall have the right to retire voluntarily at any time by giving an advance written notice of six months to the Board, of his intention to retire, with the proposed date of his retirement: Provided, however, that, except in case of incapacitation, serious illness or other reasons beyond the control of the Retiring Partner, a Retiring Partner shall retire only from the last day of any quarter of any financial year and in case of expulsion of a partner, the Firm by a decision of 3/4th votes of all the Partners at a duly convened Partners' General Meeting may be expelled. Even if it is assumed that the circular resolution regarding suspension of defendants has been passed legally, how it is proved that the same has been passed by 3/4th majority of votes, as the defendants have 29.07% share in the Partnership Firm. Moreover, the defendant No,1 not only the partner of the firm, but he is DPM as well as Member of the Board. The MP or DPM shall be for a period of 5 years and it is the prerogative of PGM to choose. The Managing Partner in case of demise or retirement of the MP. But in the case in hand, neither the Managing Partner died nor taken retirement from the Partnership Firm, how another partner become the Chief Executive of the Firm without having the post of Chief Executive in the said Partnership Deed. Further, the circular resolution regarding suspension of defendants has been passed after passing of interim orders by Civil Courts at Islamabad and Lahore for which defendants have filed contempt application, which is pending. The members of the firm have also taken legal opinion for passing Circular Resolution from Mr. Kamal Azfar, Senior Advocate Supreme Court, who has also given his opinion on the Circular Resolution passed by all the partners that any such Circular Resolution are to be incorporated by amendment in the Partnership Deed of 2006 in terms of Clause 18 of the Deed at a Partners General Meeting, which was also incorporated in e-mail sent by plaintiff No,3 to other Partners of the Firm. The same is reproduced as under:--- "In our opinion the effect of the Circular Resolution is that as from 1 February, 2010 Syed Asad Ali Shah is the CEO/Managing Partner of the Firm and Mr. Muhammad Yousuf Adil and Mr. Muhammad Saleem are the Non-Executive Chairman and Co-Chairman of the Board respectively w,e,f, 1st February, 2010.
' A Circular Resolution signed by all the Partners can further corroborate the above Decision.
' Any such Resolution are to be incorporated by Amendment in the Deed in terms of Clause 18 of the Deed at a Partners General Meeting as soon as convenient."
33. Needless to say that Clause 20 of the Partnership Deed of 2006 relates to resolving of dispute or differences of opinion touching upon the construction, interpretation, application, implementation or operation of whole or any part of this Deed of any matter containing in any minutes of meeting(s) or any clause or part thereof or any other dispute or difference of opinion among the Partners hereto or their legal heirs(s)/nominees, executors, administrations and assigns, as the case may be, the same shall be referred to the Arbitration of a SOLE ARBITRATOR to be mutually appointed by the parties to the dispute and the arbitration will be held at such place as PGM may decide and the decision of such Arbitrator shall be final and binding on the parties hereto, but unfortunately both the parties to the suit have failed to avail the express remedy available to them and directly approached the Court of law. Therefore, the very purpose of incorporating of such clause has been frustrated.
34. It is well-settled proposition of law that relief of injunction is discretionary and court is not bound to grant it in every case and it is not to be granted unless the court is satisfied as to its real need. The discretion is to be exercised in accordance with reasons and sound judicial principles.
Court while dealing with application for grant of injunction has to look and to assess all the circumstances obtaining the suit and moreso, to equitable relief. Discretion vested in a court of law has to be exercised judicially and equitably ensuring all the times, that twain of law and justice are adequately applied and administered.
35. From the tentative assessm ent of material available on the record, I am of the considered view that the plaintiffs have no prima facie case at this stage. The balance of convenience is also not in favour of the plaintiffs as great inconvenience will be caused to the defendants in exercising their legal rights to deal with the subject-matter as per law. No irreparable loss will be caused to the plaintiffs, if injunction is refused, because the loss, if any, can be compensated in the shape of damages.
36. In the light of what has been discussed above, the C.M.A. No,62 of 2011 is dismissed with no order as to costs and interim order passed on 5-1-2011 is vacated. C.M.A. No,1048 of 2011 is allowed as prayed for.