' This application has been filed by the for persons, who have described themselves as interested persons in the title of the application, (hereinafter referred to as the intervenors) under section 151, C. P. C. Read with Rule 784 of the Sind Chief Court Rules (0. S.), wherein the following relief has been prayed for ; "For the reasons stated in the accompanying affidavit it is payed that this Honourable Court be pleased to make an order revoking this Hon'ble Court's order datde 23rd November, 1980 and directing that the notices of the main petition herein be issued and published as required by law and thereafter the main petition herein be fixed for regular hearing in due course of law.
' It is further prayed that ad interim urgent orders be passed ex parte staying forthwith the operation of the said order dated 23rd November, 1980 until this application is finally disposed of."
2. It may be pertinent to state briefly the facts leading to the filing of the above application. The two petitioners filed the main petition under sections 76, 79 read with section 281 of the Companies Act, 1913 read with High Court Rules impleading the Company, namely Messrs Progressive Tobacco Company Ltd. (incorporated under the Companies Act) as respondent No. 1 and the Registrar/Assistant Registrar Joint Stock Companies as respondent No,
2. In the above petition the petitioners have prayed for the following reliefs :- "(a) It is, therefore, respectfully prayed that delay/default in holding the annual general meetings for the years 1975 and 1976 may kindly be condoned.
(b) That the annual general meetings for years 1975 and 1976 in terms of notices Annexures 'B' & 'C' be ordered to be held, the date of holding the meetings be fixed by this honourable Court and the person to call/preside over the meeting also be nominated with powers to do all necessary acts and things in this behalf.
(c) That any other relief/reliefs deemed fit and proper be granted in the circumstances of the case."
3. When the above matter was placed before the Hon'ble Chief Justice on 18th October, 1980 a notice of the petition was ordered to the Registrar of Companies. Thereafter the petitioners filed an application under section 151 (CMA. 652/80), praying therein that on the grounds , disclosed in the main petition and in the accompanying affidavit pending the disposal of the petition the Court may order the holding of annual general meetings for the years 1975 and 1976. The above application was granted on 23rd November, 1980 by consent of the learned counsel for the petitioners and the Company, and it was ordered that the meetings would be held within 3 weeks from the date of the above order and that Mr. Abdul Majid Khan an Advocate of this Court by consent was nominated as the Chairman at the proposed meetings. It was also ordered that the matter would be placed in Court .After cne month. It seems that the above Commissioner has fixed 13th December, 1980 as the date for holding of the above meetings. However, before the above meetings could be held the present intervenors have filed inter alia the above application.
3. (a) Mr. Noor Mohammad, learned counsel for the intervenors in support of the above application has invited my attention to rule 781 of the Sind Chief Court Rules (0. S.) which contemplates advertising of Miscellaneous Applications in the official Gazette and in one English and vernacular newspaper as may be ordered by Registrar and providing not less than 14 days before the date fixed for appearance before the Registrar. It has been contended by Mr. Noor Mohammad that the above consent order was obtained by the petitioners by practising fraud on this Court inasmuch as the other interested parties were prevented from being heard. It may be observed, according to the learned counsel for the intervenors there are two groups in the company, one which belongs to the petitioners and the other to Rais Ahmed Siddiqui, one of the intervenors. It has also been submitted that according to the Memorandum and Article of Association the petitioners' group were to contribute over Rs, 3 lacs in the initial capital of Rs, 61 lacs, whereas the intervenors' group was to contribute little over Rs, 2 lacs. It has been further urged by Mr. Noor Mohammad that since the petitioners have admitted the factum in their above petition that no valid annual general meeting was held for the years 1975 and 1976, the petitioners and the other Directors elected on the basis of the above meeting of 1975 and thereafter of 1979 have not been validly elected, and, therefore have no right to act as such.
(b) In my view the above contention does not require any consideration for the time being. The question before me at present is, as to whether the consent order passed by this Court on 23rd November, 1980 is to be maintained or to be recalled or be suspended. Mr. Noor Mohammad learned counsel for the intervenors concedes that without the order of this Court no regular annual meeting can be held for the above two years, but his submission is that since the present directors have no right to act as such for the aforesaid reason, the presentation of accounts and other matters pertaining to the company by them in the proposed meetings would in fact tantamount to according approval by this Court to the irregularities and illegally committed by the present management of the company.In my view, it will suffice to clarify that the proposed meetings shall be without prejudice to the contentions of the parties and the holdin of the proposed meetings or the above consent order dated 23rd November, 1980 shall not be construed as an act on the part of this Court tantamounting to according of its approval to the alleged irregular and illegal acts/omissions on the part of the present management of the respondent company nor the same shall prejudice the respective contentions of the parties at the hearing of the above main petition.
' Without going into the question as to whether any notice Under rule 781 of the Sind Chief Court Rules (0. S.) was required for C. M. A. 652/80, it will suffice to observe that the above notice could have been dispensed with under rule 784.
' In view of the above clarification I do not consider necessary to recall or to suspend the above order dated 23rd November, 1980. The intervenor's application stands disposed of with the above observation.
' The office is directed to issue notice of the main petition as per rule '781 of the Sind Chief Court Rules (0. S.). The matter may be placed in Court for further order after publication of notice under the above rule. The remaining three applications filed by the intervenors. Namely, 693/80, 694/80 and 696/80 will also be taken up after the publication of the notice under the above Rule.