1. HAMOODUR RAHMAN, C. J.-This is a petition for special leave to appeal from an order passed by a learned Single Judge of the Lahore High Court on the 9th of October 1972, in a miscellaneous application filed in connection with a petition under section 76 of the Companies Act moved by the first two respondents herein claiming to be Directors and Shareholders of a private limited company called the "Pak Cinema Limited".
2. Along with this application which was registered as Civil Original No. 22 of 1972, the said respondent also filed two Miscellaneous Applications being Nos. 117/L of 1972 and 134/1 of 1972; the first for sealing the records of the company and taking the company under its control and the second for impound--ing its records. This was followed on the 22nd of September 1972, with another Miscellaneous Application No. 135/1, of 1972 for adding certain further facts to the original application under section 76 of the Companies Act.
3. The petitioners entered appearance on the 5th of October 1972, and filed a written objection opposing the said applications upon several preliminary grounds. On this date, the Court declined to pass any orders for impounding or calling up the records of the company. Thereupon, the learned counsel appearing on behalf of the respondents Nos. 1 and 2 wanted inspection of certain documents for filing their rejoinder. The petitioners' learned counsel made a statement that the Company was prepared to give inspection of such records, as the respondents, in their capacity as shareholders, were entitled, under the law, to see. This statement was recorded and the case was adjourned to the 10th of October 1972.
4. Thereafter, the respondents' counsel, by telegram, requested the Company to give inspection of its entire records. This the Company declined to do and pointed out that, under Article 27 of the Articles of Association of the Company and section 135 of the Companies Act, only Directors were entitled to inspection of books of accounts and shareholders were only entitled to copies of balance-sheets and profit and loss accounts, which the respondents were entitled to obtain.
5. The respondents then filed another Miscellaneous application, on the 9th October 1972, under section 151 of the Civil Procedure Code enclosing a long list of documents with a prayer that the petitioners be directed to give inspection of the same. On this application, the learned Single Judge, without giving any notice to the petitioners, passed the following ad interim order on the same day:- "The petitioner has supplied a list of documents, which he wants to peruse for preparing rejoinder.
6. The telegram attributed to the Secretary shows that access is allowed only a.m. To 12 noon.
7. The case shall now come up for re-joinder on 17-10-1972. The respondents, who appear shall be informed of this order on 10-10-1972."
8. This order was shown to the petitioners' counsel for the first time when he appeared in Court on the 10th of October 1972. The Court presumably was also inclined to hear arguments, if any, sought to be presented by the learned counsel against the order; but the petitioners' learned counsel, after reading the order, informed the Court that, since orders had already been passed ex parte, no arguments could be advanced. The learned counsel, therefore, raised no objection except to express an apprehension that there may be a breach of peace if the respondents are permitted access to the premises of the company.
9. On this submission, the Court recorded the following order :--- "Mr. Aftab Ahmed Khan, Advocate for respondent No. 2, and 3 has appeared today in response to the date already fixed in the case. He has been informed of the order passed yesterday in his absence. He has been given a copy of the documents sought to be inspected. He has expressed an apprehension that there may be a breach of peace if the petitioners are permitted access to the premises for the purposes of inspecting all these documents. If his apprehension is reasonable then he may follow the alternative course mentioned in the order."
10. The petitioners then came up to this Court with a petition for special leave to appeal on the 12th of October 1972. This was first heard on the 24th of October 1972, when the learned counsel was perhaps not aware that the Law Reforms (Amendment) Ordinance XXXIV of 1972, on the basis of which the petition for special leave had been filed, had been repealed by Act VIII of 1972 published in the Gazette of Pakistan, Extraordinary, on the 12th of September 1972. After coming to know of this amendment, the petitioners applied on the 6th of November 1972, for a rehearing of the petition.
11. This was allowed and the petition has now been reheard.
12. With regard to the maintainability of the petition, learned counsel relied on subsection (3) of the amended section 2 of Ordinance XII of 1972 (Law Reforms Ordinance) which provides as follows'.- "No appeal shall lie under subsection (I) or subsection (2) from an interlocutory order or an order which does not dispose of the entire case before the Court."
13. Subsection (1) of this section provides that- "An appeal shall lie to a Bench of two or more Judges of a High Court from a decree passed or final order made by a Single Judge of that Court in the exercise of its original civil jurisdiction."
14. Subsection (3), however, bars an appeal to a Division Bench within the High Court from even a final order of a Single Judge if it is an interlocutory order or an order which does not dispose of the "entire case" before the Court.
15. It may be pointed out that prior to this under Ordinance No. XXXIV of 1972, there was a similar bar of an appeal to a Division Bench within the High Court from an order of a Single Judge which did not dispose of the "whole matter" before the Court.
16. Learned counsel appearing in support of this petition contends thaw since Article 186 of the Interim Constitution gives a right to a citizen to seek special leave to appeal from any judgment or order of the High Court, he can come up to this Court direct for special leave to appeal even from such an order in the absence of any remedy within the High Court itself.
17. The curious result of this exception made by the amended subsection (3) of section 2 of Ordinance XII of 1972 is that and interlocutory order or an order which does not dispose of the "entire case" is not appealable within the High Court but it is appealable by special leave in the Supreme Court.
18. It is difficult to appreciate the wisdom of the Legislature in making such an anomalous differentiation, unless, of course, the intention of the Legislature was that no appeal of any kind should lie from any interlocutory order or an order which does not decide the "entire case".
19. So far, however, as this Court is concerned, Article 186 of the Interim Constitution does give it the jurisdiction to entertain an application for special leave to appeal from any judgment or order of a High Court; although, as a matter of practice, this Court does not, as a general rule, grant leave to appeal from purely interlocutory orders or orders which do not finally decide any matter in dispute before the High Court; but the jurisdiction is undoubtedly there, and it may well do so if even an inter--locutory order is, on the face of it, so manifestly perverse or unfair as to shock the conscience of this Court, or has resulted in a grave miscarriage of justice, or is clearly without jurisdiction.
20. Be that as it may, it is unnecessary for us in this case to consider the merits of the order sought to be impugned by this petition, since we are given to understand that a review petition has already been filed in the High Court and is pending considera--petition there. We think it only proper that the High Court should have an opportunity to consider the same on merits.
21. We would, therefore, dismiss this petition, but at the same time, while doing so, record that the order of the 9th of October 1972, has been challenged before us on the following grounds:-
(1) that inspection of the books of account were not necessary for the decision of an application under section 76 of the Companies Act;
(2) that respondents 1 and 2 are only entitled under sections 83 and 135 of the Companies Act to inspect the Minute Books of the company and to get copies of the balance-sheets and profit and loss accounts;
(3) that, in any event, such a roving inspection of the books of accounts of the company ought not to be allowed for purposes of fishing out a case;
(4) that such an order should not have been made ex parte.
22. We trust that while considering the review-petition the High Court will also examine thevalidity of the above objections.