' Appellant Abdul Rahim Khan, Chief Executive of M/s. Gamon Pakistan Ltd., Nelson Chambers, LI.
Chundrigar Road, Karachi, was tried by Mr. Nasir Hussain Jafri, Sessions Judge (South) Karachi, for the offence punishable under section 230(7)(a) of the Companies Ordinance, 1984, who found him guilty for the said offence and vide judgment dated 3-10-1989, sentenced him to suffer R.I. For six months and to pay a fine of Rs,15,000 for the first default, and Rs,1,00,000 for the subsequent default from 1-3-1987 till July, 1988. By this appeal filed under section 410, Cr.P.C., read with section 485 of the Companies Ordinance, 1984, the appellant has challenged his conviction and sentence.
2. It is alleged that the appellant, being the Chief Executive of M/s. Gamon Pakistan Ltd., a public limited company had neglected and failed to file with the corporate Law Authority, Islamabad, copies of half-yearly accounts in accordance with section 245(1)(b) of the Companies Ordinance, 1984, and thereby committed an offence punishable under section 245(3), read with section 230(7)
(a) of the said Ordinance.
' 1 Mr. IA. Hashmi, learned counsel for the appellant has raised a preliminary objection about the competency of the learned Sessions Judge to try this case. He has referred to section 7 of the Companies Ordinance, 1984, in an attempt to show that it was High Court alone which had jurisdiction to try this case. Reliance is placed upon the judgments passed by Mukhtar Ahmed Junejo, J. In CrAppeal No,106 of 1989 and CrAppeal No,107 of 1989 on 24-2-1991. By this order. I propose to dispose of this preliminary objection.
4. The contention regarding the jurisdiction is based upon the provisions of section 7 of the Companies Ordinance, 1984, in terms of which the High Court has got the jurisdiction to deal with matters relating to companies, provided that the Federal Government may by notification in the official Gazette and subject to such restrictions and conditions as it thinks fit, empower any Civil Court to exercise all or any of the jurisdiction by this Ordinance conferred upon the Court, and in that case such Court shall, as regards the jurisdiction so conferred, be the Court in respect of companies having their registered office within the territorial jurisdiction of such Court. The argument is that there is no notification by the Federal Government, whereunder the Sessions Judge could try the offences under the Companies Ordinance, 1984. Admittedly there is no such notification, nor indeed has any been referred by the State.
5. A bare reading of section 476 of the Companies Ordinance, 1984, would show that the legislature has divided the offences into two kinds, namely (1) the offences triable by the Authority, Registrar or the Officer who is incharge of the registration office, in terms of subsections (1) and (2) thereof, and
(2) such offences where imprisonment or imprisonment in addition to fine is provided triable by a Court not inferior to that of a Court of Session in terms of subsection (4) thereof.
6. In order to resolve the question of the existence or absence of jurisdiction, it would be desirable if the entire field as emerging from the relevant laws, is taken into consideration. This principle has been laid down in the case of Abdul Aziz and 6 others v. Additional Commissioner (Revenue), Sargodha and 8 others, reported in PLD 1975 Lahore 904, referring to the authority of Lahore Improvement Trust, Lahore, through its Chairman v. The Custodian, Evacuee Property, West Pakistan, Lahore and 4 others, reported in PLD 1971 SC 811, in the following terms:- "It was laid down by their Lordships of the Supreme Court in Lahore Improvement Trust Lahore v.
The Custodian, Evacuee Property, West ' Pakistan, Lahore and 4 others PLD 1971 SC 811 that before striking down, an order of an authority the entire field of his jurisdiction should be examined and exhausted and only thereafter a final conclusion should be reached."
7. In the light of the above principle the wholesomeness of the provisions of all the laws involved, is required to be examined so far as it is necessary from the point of view of jurisdiction, since the correct position can be arrived at from the fact as' to how the totality of such provisions takes it effect or can be given effect to. In this connection regard will atso be had to another vital principle as laid down in Sindh Employees' Social Security Institution and another v. Adamjee Cotton Mills Ltd., reported in PLD 1975 SC 32:- "Therefore, if the choice is between the two interpretations, the narrower of which would fail to achieve the manifest purpose of the legislation, one should lean against a construction which would reduce the legislation to a futility and rather accept the bolder construction based on the view that the Legislature would legislate only for the purpose of bringing about effective result."
8. Reading section 7 together with section 476 of the Companies Ordinance, 1984, it is apparent that the proceedings relating to trial of offences under the Companies Ordinance, 1984, are not the proceedings under the Ordinance, but are proceedings under the Code of Criminal Procedure, 1898, triable by a Court of Session having territorial jurisdiction. In case the contention of the learned counsel for the appellant is upheld and it is maintained that for the purpose of trying an offence under the Companies Ordinance, 1984, a notification of Federal Government in terms of section 7 is necessary then the provisions contained in subsection (4) of section 476 of the Companies Ordinance, 1984, will be reduced to a dead letter, which in turn would mean that they are being rendered futile. The prudent course is, as pointed out in the case of Province of East Pakistan v. Sharafatullah and 87 others, reported in PLD 1970 SC 514:- "It is an established rule that the Courts will adopt that construction which will remove the lacuna and advance the purpose and object of the statute."
9. Again as observed in re: Abdul Latif Khan v. The . Province of East Pakistan and others reported in PLD 1970 Dacca 350:-- "Another recognised principle of interpretation of statutes is that effect should be given to every part and every word of the statute. Hence, as a general rule, the Courts should avoid a construction which renders any provision meaningless or inoperative and must lean in favour of a construction which will render every word operative rather than one which may make some words idle and nugatory."
10. Being fully conscious of the foregoing guidelines to interpret the relevant provisions it becomes at once the duty of the Court not only to feel and see but also to implement the force represented by every word herein so as to advance its objects and save any provision from become idle, infructuous or redundant.
11. Reverting to section 7 of the Companies Ordinance, 1984, it will be observed that the jurisdiction conferred on the High Court in company matters is the jurisdiction to deal with matters provided for by the Ordinance and it is doubtful if the High Court is the only Court to try offences due to breaches of certain provisions of this Ordinance. The proviso to subsection (1) of section 7 makes the intention of legislature clear wherein the words "any Civil Court" are used for purpose of delegation of powers of High Court, and not the Sessions Judge, who finds place in section 9 of the Code of Criminal Procedure, 1898.
12. If, therefore, the jurisdiction of Sessions Judge under subsection (4) of section 476 of the Companies Ordinance, 1984, is to be held dependent upon a notification of the Federal Government the above provision will obviously be defeated in its purpose. In my view sufficient statutory warrant exists empowering the Sessions Judge to try cases of this nature. The above statutory provision has greater and stronger force to confer the required powers than the force which would have brought by the issue of a notification of the Federal Government, since the provision of a statute itself shall always prevail over a notification or rules issued or made thereunder.
13. Section 278 of the Companies Act, 1913 (since repealed) empowered the Magistrate of a First Class to try offences under the Act in the following words:- "(1) No Court inferior to that of a Magistrate of First Class shall try any offence against this Act.
(ii)
14. Section 476 of the Companies Ordinance, 1984, is a newly-added provision and under subsection (4) thereof the Sessions Judge is empowered to try such offences as under:- "Where imprisonment or imprisonment in addition to fine is provided for any contravention of, or default in complying with, any provisions of this Ordinance, it shall be adjudged by a Court not inferior to that of a Court of Session."
15. The question of jurisdiction of the High Court referred to in section 3 of the repealed Act (now section 7 of the Companies Ordinance, 1984) was examined by a Full Bench of Allahabad High Court in the case of Harish Chandra v. Kavindra Narain Sinha and others, reported in AIR 1936 Allahabad 830, and it was observed that section 3 cannot be interpreted to mean that the High Court would be the Court which should, as a Court of first instance, try persons who have been guilty of an offence committed on account of the breaches of the provisions of the section of the Act, as for instance in the case of a contravention of the provisions of section 85 of the Act. In the case of Hindustan Biologicals Ltd. v. Jagat Narain, reported in 1953 Allahabad 715, this question was again considered and it was held:- "It is no doubt correct that the said section does not clearly specify the Court by which the offences against the Companies Act are to be tried but they do indicate that the legislature at any rate contemplated their trial by the Court of a Presidency Magistrate or a Magistrate of the First Class. In an indirect way they are indicative of the intention of the legislature."
16. The judgments in Cr.Appeal No,106 of 1989 and CrAppeal No,107 of 1989, passed by my learned brother Mukhtar Ahmed Junejo, J. Certainly support the view canvassed by learned counsel for the appellant. With all humility I confess that for the reasons given above, I am unable to follow the reasoning of the learned Judge when he stated: "Section 7(1) of the Ordinance shows that it is the High Court which would have jurisdiction Under the Ordinance. Proviso to subsection (1) of section 7 of the Ordinance shows that the Federal Government can empower any Civil Court to exercise all or any of the jurisdiction under the Ordinance but such empowering is to be by way of a notification to be issued by the Federal Government and published in the official Gazette. The saving provisions contained by subsection
(3) of section 7 of the Ordinance would apply to a Court which has been empowered under subsection (1) of section 7 of the Ordinance or a Court having jurisdiction under the Ordinance.
During the trial no notification was produced by which the Federal Government empowered the Sessions Judge South, to take cognizance of any offence under the Ordinance. In his deposition Exh.3 complainant Attaullah did not produce any notification empowering the Sessions Judge (South) Karachi to exercise any jurisdiction under the Ordinance. The provisions contained by subsection (4) of section 476 of the Ordinance, that where imprisonment or imprisonment in addition to fine, is provided for any contravention of, or default in complying with any provision of the Ordinance, the same shall be adjudged by a Court not inferior to that of the Court of Session, do not give jurisdiction to the Court of Session to exercise any power under the Ordinance, if there is no empowering of such Court of Session, in terms of the proviso below subsection (1) of section 7 of the Ordinance. All this supports contention of learned counsel for the appellant that the trial Court lacked jurisdiction."
17. Having given my very serious consideration to the able arguments advanced before me, I feel no hesitation in holding that the Sessions Judge (South) Karachi, had the jurisdiction to try this case against the appellant. The preliminary objection raised on behalf of appellant is, therefore, overruled. Since the appeal was not heard on merits the office is directed to fix it for re-hearing with notice to all concerned.