1. ' ABDUL QADEER CHAUDHRY,. J.--The petitioner promoted. a Company styled as General Iron and Steel Works Ltd. On 1-1-1972 the President's Orders No,1 and 2 of 1972 were promulgated and the Central Government acquired the power of the management of the company and appointed a Managing Director for its management after transpiring the previous management. The petitioner company was changed, after assumption of the new management, in the style of Respondent No,3 vide Gazette Notification, dated 19-2-1973. The Central Government -acquired power to take over shares' in a taken over company under Ordinance XVIII of 1973 which was later enacted by way of an Act of the Federal legislature being Act LXIV of 1973 gazetted on 15-9-1973. The said legislation inter alia provided for payment of compensation for the taken over shares. The petitioner No,1 challenged the take over of the respondent No,3 management and acquisition of shares by filing in the High Court C.P. 624 of 1974, C.P. No,625 of 1974 and C.P. No,1290 of 1980. The said petitions were heard by a Full Bench of this Court. The said petitions were dismissed by this Court by means of judgment, dated 7-8-1983. A Civil. Petition for Special Leave to Appeal was preferred to the Supreme Court of Pakistan which was declined. - After the promulgation of President's Order No,12 of 1978 the petitioners approached the Federal Government for retransfer of the mill to the petitioners. The Federal Government from amongst the taken over units returned to the respective original owners, the Ittefaq Foundary Lahore and the Nowshehra Engineering Works. The Respondent No,2 with a view to dis-invest the shares of Respondent No,3 published a public Notice on 22-11-1985 for submissions of offer in sealed bid for outright purchase of the Government shares holding in Respondent No,3. The petitioners by their letter, dated 12-1-1986 submitted their offer with a view to attain absolute majority in the equity of Respondent No,3. The petitioner No,3 further made payment of Rs,5 lacs towards share consideration. However, Respondent No,1 by letter, dated 12-3-1986 returned the amounts on the basis that the Minister had called for fresh bid. The petitioner has, therefore, filed this petition to call in question the action of the Respondent.
2. In the parawise comments the contention of the petitioners have been repudiated. It is stated that with a view to disinvest the shares held on behalf of the Federal Government in respondent No,3, the second respondent upon the Federal Government's instructions published a Tender Notice on 22-11-1985 offering to sell the said shares. This notice visualised negotiation. Then Petitioners 2 and 3 were called up for negotiation of the bid before the Disinvestment Negotiation Committee whereafter petitioners 2 and 3 submitted a revised quotation. Even the revised quotation was far below the real value of the shares intended to be sold.
3. We have heard the learned counsel for the parties. Here we may point out that the respondents have not furnished any comments with regard to the allegation of the petitioners that Ittefaq Foundary Lahore and Nowshehra Engineering Works have been returned to their respective owners.
2. ' The principal contention of the learned counsel for the petitioners is that the Federal Government is bound to offer for the transfer of proprietary interest in respect of managed establishment acquired by it under Article 7-B of the Order.
4. In order to appreciate the contention the relevant provisions of the President's Order No,12 of 1978 have to be considered. Article 4(1) provides that the Federal Government may, if it considers necessary in the natural interest so to do, through a public notice offer to transfer the shares or proprietary interests in respect of a managed establishment acquired by it under Article 7-B of the said Order, to the person specified, and on the terms set out in the Schedule. Clause (2) provides that if the order made under clause (1) is not accepted by any person within a period of 21 days, the Federal Government may retain the shares or proprietary interests offered to such person or dispose of them in any manner it may deem fit, and such person shall have no right whatsoever in respect of such shares or proprietary interests. Under Clause (3) if the offer is accepted the Federal Government shall transfer the proprietary interests to the company or Other person from whom the proprietary interests were acquired under Article 7-B. Under Article 6 the Federal Government shall cancel the orders made by it under clause (1) of Article 4 and clause (1) of Article 7-E of the said order in respect of the managed establishment, and under clause (2) of Article 6 upon the issue of an order under clause (1) in respect of a managed establishment, the administration of the affairs of the establishment shall subject to the rules made under this Order stand transferred. It is not disputed that the petitioners are specified persons.
3. ' Mr.Muhammad Ali Saeed has submitted that the provisions of the President's Order No,12 of 1978 are enabling in character. If an offer has been made in accordance with Article 4 of this Order only then the other provisions of this Order would be applicable. On the other hand it has been submitted by the learned counsel for the petitioners that the Federal Government is bound to issue a public Notice and offer the transfer of shares to the specified persons. A perusal of Order 12 of 1978 would make it clear that' the word 'may' has been used in it. It is not obligatory on the Federal Government to offer in each and every case to transfer the proprietary interests to the specified persons. It is the sweet will of the Federal Government to make such an offer but this order does not cast a duty on the Federal Government to transfer the shares to the specified persons. It is for the Government to decide whether it is in the public interest to disinvest the shares. The petitioners could not be the sole judge to decide such issue. The Court will also not decide that it is in the public interest to transfer the shares to the petitioners. There is no clog on the powers of the Federal Government to dispose of the proprietary interests to any person other than the specified persons.
4. The Government had acquired the shares of full proprietary rights under a statute. That statute had the constitutional protection. The petitioners had received the compensation. The Federal Government became the absolute owner of the property and, therefore, the action which was taken in pursuance of the President's Order No,1 to 1972 cannot be challenged after the lapse of about 15 years. The Government is free to sell the property to any person and President's Order No,12 of 1978 does not bound the Government to sell the proprietary rights only to specified persons.
5. It has been held in the case of Azizur Rehman Chaudhry v. M.Nasiruddin and others PLD 1965 SC 236 that action taken and completed long before Constitution of Pakistan 1962 came into force would not be lightly interfered with by Courts particularly when such interference would create further chaos in management of company affected by Order.
6. ' Learned counsel for the petitioners has referred to PLD 1966 SC 639 but the authority is intapt to the facts of the present case.
7. It is next contended that equal treatment has not been given to the petitioners as some concerns have been returned to their original owners. Petitioners have mentioned the names of the concerns in their petitions. A complete answer to this can be found in the case of Fauji Foundation and another v. Shamimur Rehman PLD 1983 SC 457. In this authority it has been observed that generality in relation to classification is a rule but there can be legislation in regard to individual also if same is not discriminatory. This would not violate the equal protection clause.
8. ' It has been further held that legal justification for issuing legislative instrument is a matter solely within competence of Legislature or law given which cannot be judicially reviewed. There is no room left for drawing an adverse inference on a matter which exclusively pertained to the legislative field for the determination of which the judicial power could not be exerted.
9. Even on merits the petitioners have no case. They had challenged the acquisition of their shares by way of Constitutional Petitions which were dismissed by Full Bench of this Court. A Civil Petition for Special Leave to Appeal was filed which was also dismissed. It has been held in the judgment of the High Court. I also find substantial force in the contention of learned counsel for respondent No,1 that the petitioners having taken part as shareholders of the company in the extraordinary general meeting of the company held on 22-2-1979 and having elected petitioner No,2 and one Hamid A.Ghani as directors of the Board of Directors of company constituted under the provisions of P.0.1 of 1972 and having consistently taken part in the management of the company, completely acquiesced in the action taken by the Federal Government and are, therefore, debarred from objecting to the same.
10. ' Thus the petitioners have challenged the acquisition and the writ was not issued, therefore, that order has become final. Learned counsel for the petitioners has submitted that at that time fundamental rights were held in abeyance. At the restoration of fundamental rights the petitioners can challenge the action of the respondents. This contention cannot be accepted as it is a past and closed transaction. Additionally, Mr.Muhammad Ali Sayeed has placed on record the order, dated 1-11-1978 whereby the Federal Government cancelled the order as it related to Nowshehra Engineering Co. Limited. Such order had been issued during the Martial Law period and it had the legal protection. In this case the Federal Government published a Tender Notice on 22-11-1985 offering to sell the said shares. The petitioners 2 and 3 were called up for the negotiation of the bid before the llibinvestment Negotiation Committee. The petitioners submitted their ootations. This quotation was not accepted by the Federal Government and directed the invitation of fresh bids, therefore, even if there was any requiremeri- of law as contended by the learned counsel under Article 4 of the President's Order No,12 of 1978 that requirement has been complied with The petitioners have entered into negotiations. The respondents were not bound to retransfer the shares to the petitioners.
11. Learned counsel has referred to the case of Messrs East and West Steamship Co. v. Pakistan through Ministry of Commerce and another PLD 1958 SC 41 in support of the contention that there is need of a judicial review to see whether or not the power delegated has been exercised properly.
12. It has been held that a statute is not ex facie discriminatory but is capable of being administered in a discriminatory manner, the party challenging its constitutionality has to show that it has actually been administered to the detriment of a particular class or in a partial, unjust and oppressive manner. But as the petitioners are not entitled to discretionary relief on merits of the case the authority is inapplicable.
13. ' On the facts stated above the petition has no force. The same stands dismissed without any order as to costs.