JUDGMENT HAZIQUL KHAIRI, In this suit for declaration and permanent Injunction, the plaintiff Mr. Farrukh Captain has filed an application under Order 39, Rules 1 and 2, C.P.C, praying that pending final disposal of the suit, the defendant No. 1 or any person acting for or on its behalf be restrained from acting in pursuance or furtherance of resolution dated 10th April, 1991 as notified in daily "DAWN" of 12th April, 1991 from holding election of directors on 30th April, 1991 and to restrain defendants Nos. 1 and 3 to 9 from refusing to allow him to attend meeting of Board of Directors of the defendant No. 1 or to exercise his rights and powers as Director of defendant No. 1.
2. Briefly stated, the plaintiffs case is that he is a shareholder of M/s. Exxon Chemical; Pakistan Limited, defendant No. 1, which is a public limited company. Defendant No. 2 is M/s. Exxon Corporation Inc., incorporated as corporation in accordance with the laws of U.S.A. Defendants Nos. 3 to 9 are Directors of defendant No. 1. The plaintiff claims to have 11,376 shares of defendant No. 1 company; whereas defendant No. 2 owns and controls 75% of the issued and paid-up capital of defendant No. 1. In February, 1991 while the plaintiff was abroad, he came to know that the defendant No. 2 was disinvesting its entire shares in defendant No. 1 by transfer to its employees. He happened to meet there, one Mr. Morley Handford, an executive of defendant No. 2 and expressed his desire to purchase Rs. 10 million worth of shares on the same terms and conditions as was being offered by defendant No. 2 to the employees of defendant No. 1. The said Mr. Handford welcomed this proposal which was subsequently confirmed by the plaintiff in his letter of 14th March, 1991. The local management of defendant No. 1 comprising, inter alia, defendants Nos. 3 to 9 were against the sale of shares to the plaintiff and reported to defendant No. 2 that it would not be in its interest to sell its shares to the plaintiff or to other minority shareholders of defendant No. 1. In the meanwhile, nominations were called by defendant No. 1 for election of its eight Directors at the Annual General Meeting to be held on 10th April, 1991. The plaintiff had submitted his nomination and of Mr. Irfan Younus alongwith consent to act as Directors of defendant No. 1. On 30th March, 1991 the plaintiff wrote letters to defendant No. 1 in Canada and U.S.A, that in view of their proposed disinvestment 6 out of 8 members of the new Board. On 2nd April, 1991 Mr. S. Osman Ali a retiring Director and one of the candidates at the election of directors died. On 7th April, 1991, another candidate Mr. Irfan Younus withdrew his candidacy vide letter- dated 7th April, 1991. After the exclusion of the said two persons, only 8 candidates were left in the field for election of 8 seats and thus all of them including the plaintiff got elected on 7th April, 1991 and in any case on 10th April, 1991, when election of directors was to take place. It is alleged that on 4th April, 1991 the plaintiff was informed that a move was in the offing for transfer of the said shares before the elections, so as to keep the plaintiff out of the Board of Directors of defendant No. 1. The plaintiff as well as other minority shareholders accordingly served a notice dated 4th April, 1991 on defendant No. 1, whereafter defendant No. 1 held conciliatory meetings with the plaintiff and it was agreed that the matter would be left in the hands of defendant No. 2. Despite this understanding, without any prior discussion, a resolution was passed on 10th April, 1991 at the said meeting to adjourn election of directors to 30th April, 1991 and it was also resolved that further nominations be called for election of directors upto 14 days before the said adjourned meeting. This resolution was opposed by the plaintiff and her family members.
4. In the daily "DAWN" of 12th April, 1991 a notice appeared inviting further nominations for election of directors of defendant No. 1 to be filed by 16th April, 1991 for the purported adjourned meeting to be held on 30th April, 1991. It is contended vigorously by Mr. Abdul Hafiz Pirzada, learned counsel for the plaintiff that on 7th April, 1991 when one Irfan Younus withdrew his candidacy for election, the remaining eight candidates got elected unopposed and there was no point to call for fresh/further nominations. He has also contended that the adjourned general meeting for election of Directors from 10th April, 1991 to 30th April, 1991 is illegal, contrary to the provisions of Companies Ordinance, 1984 as well as Articles of Association of defendant No. 1 company. Similarly notice of adjourned meeting (Annexure 'K') appearing in the daily "DAWN" is no notice in the eyes of law. Reference was made to Article 80 of the Articles of Association of defendant No. 1 which states that if the number of candidates for election as directors is more than the number of the directors fixed under Article 79 there will be an election, but since total number of candidates in the field on 10th April, 1991 was 8 and the number of directors fixed by the company under Article 79 was also 8, all the said persons being defendants Nos. 3 to 9 and the plaintiff stood elected on 10th April, 1991. Reference was also made to Article 83 of Articles of Association which allows adjournment of general meeting if the places of vacating directors are pot filled up. It was urged that there is no provision either in the Ordinance or in Articles of Association for calling of further nominations in the case of death of any of the candidates. Even in the cases covered under Article 83, the meeting has to be adjourned for 7 days. This resolution, is tainted with mala fides and is an abuse of the process of internal management of defendant No. 1. No notice whatsoever of the intention to move such a resolution was given to the minority shareholders. As the adjourned meeting can only be a continuation of meeting dated 10th April, 1991, in the interim period, no change in the status quo regarding the candidacy for election can be made and their move to invite fresh nominations was mala fide to subvert the process of law and to seek ouster of the plaintiff from the management of the defendant No. 1.
5. The case of the defendants No. 1 and 3 is that defendant No. 2 has disinvested or closed down its fertiliser plants in several countries including Holland, Greece, Philippines and Malaysia and has only two remaining fertilizer plants one in Canada and the other in Pakistan. On the other hand, the defendant No. 1 is in the process of undertaking an expansion of its fertilizer manufacturing and other related facilities which would double its existing capacity. If the transaction of disinvestment is not completed by 30th April, 1991, the defendant No. 1 will not be able to undertake the proposed expansion project because of the deadline imposed by the equipment supplier and in the result the defendant will become liable for huge penalties, apart from the loss of an attractive growth opportunity. Neither the plaintiff nor any other shareholder of defendant No. 1 has any right to demand that he or they be considered as possible purchasers of the shares which the defendant No. 2 may wish to disinvest. Besides, defendant No. 2 own more than 10% of the shares in defendant No. 1 and any offer by it for sale of shares to its minority shareholders numbering about 3,800 would be construed as an offer for sale of shares to a section of the public and as such an offer of sale of shares to the public-at- large and not restricted to the existing shareholders. This would necessarily require the approval of the Corporate Law Authority to the issue of a prospectus and the entire process being technical and complicated, would take at least six months beyond the time limit for completion of the disinvestment transaction, involving International and Pakistani currency loan upto 30th April, 1991 and is extricably linked with the proposed expansion of the defendant No. 1. Giving details of disinvestment, it is stated that 32.5% of the shares in the defendant No. 1 will be purchased by the International Finance Corporation, an affiliate of the World Bank, the Common Wealth Development Corporation and Asian Development Bank. As consideration for such purchase, the said institution has agreed to provide substantial loan for the amount of US $ 51 million, to the defendant No. 1 for the proposed expansion. Further, the National Development Finance Corporation, Pak- Kuwait Investment Company and Cres Bank have agreed to purchase between them about 14.5% of the shares of the defendant No. 1 being disinvested by defendant No. 2 in part consideration thereof.
They have agreed to advance loans totalling about Rs. 395 million available to defendant No. 1 for purposes of implementing the expansion project. Further an opportunity to purchase the shares is also provided to the employees and annuitants of the defendant No. 1 numbering about 550 through a Trust established by defendant No. 1, who would finance them by way of loans through Banks to purchase shares of defendant No. 2. The shares being offered to foreign Pakistani financial institutions, investors and employees of defendant No. 1 are being sold by the defendant No. 2 at the same price which is a preferential price compared to current market price of the shares.
6. With regard to the plaintiffs claim that he was duly elected unopposed as director of defendant No. 1, it is vehemently denied that the plaintiff is the holder of 11,376 shares in the defendant No. 1.
According to the shares Register the plaintiff is the joint holder of 11,276 shares in defendant No. 1 and has only I0O shares in his name and as such he does not have requisite qualification under the Articles to contest at the election of Directors and his nomination was not valid. It is admitted by defendant No. 1 that 10 nomination papers were received for the election of Directors which were to be filed latest by 7th April, 1991. However, before this date, Mr. S. Osman Ali, one of its Directors, who had offered himself for re-election died on 2nd April, 1991. Subsequently, the plaintiff prevailed upon one Irfan Younus and induced him to withdraw his nomination which he withdrew by his letter dated 7th April, 1991. However, on 10th April, 1991, the members present at the General Body Meeting on a show of hands by overwhelming majority on account of the death of Mr. S. Osman Ali adjourned the meeting to 30th April, 1991 for election of Directors. The only shareholders who opposed the resolution for adjournment were the plaintiff and his sister. In the said General Meeting, it was also resolved that further nomination of candidates of election as director may be filed with the defendant No. 1 upto 14 days before 30th April, 1991. It is specifically stated that* the defendant No. 3 being the Chairman of Defendant No. 1 presided over the Annual General Meeting of the defendant No. 1 held on 10th April, 1991 and proposed resolution for adjournment for reason of demise of the said S. Osman Ali. The shareholders present were asked if there were any question to the proposed adjournment, but no shareholder including the plaintiff raised any question or sought any explanation or made any protest at that time. Subsequently, on show of hands, the said resolution was passed, when the plaintiff and his sister voted against the said resolution. It is emphatically denied that the plaintiff got elected unopposed by virtue of the Articles of Association or the Company Law or pursuant to any rule of common law or equity. According to them Article 43 of the Articles of Association dealing with adjournment expressly empowers defendant No. 3 and the general body to adjourn the meeting from time to time. Defendant No. 2 namely M/s. Exxon Company incorporated in U.S.A, besides adopting objections raised by defendants 1 and 3 in strong terms have controverted the alleged claim of the plaintiff to purchase their shares in defendant No. I company. It is strenuously denied by them that the plaintiff represents 10% of public shareholding in defendant No. 1 as according to his own showing vide Annexure T he could only muster support of 400 shareholders out of 4,000 representing the said 10%. As to his own shareholding, it was but a friction of the entire shareholding of the company. With regard to the adjournment of election, it is contended that it was entirely legal, just and fair on account of unforeseen and sudden death of Mr. Osman Ali, their nominee at the election. The invitation for further nominations for election of Directors was also entirely in accord with the Articles and the Companies Ordinance. With this background, Mr. Abdul Hafiz Pirzada, contended before me that he will not deal with the proposed scheme of transfer of shares by the defendant No. 2 at this stage but for purposes of hearing of the injunction application, his case firstly would be, that the resolution passed at the general body meeting was ultra vires of the Articles of Association of the defendant No. 1 and of the Companies Ordinance, 1984 as on the April, 1984 i.e. Three days before the date of the general meeting, the eight candidates including the plaintiff for election of eight Directors, got automatically elected unopposed upon the withdrawal of nomination paper by Mr. Irfan Yousuf and in the circumstances the plaintiff was entitled to temporary injunction. Secondly, it. Was urged that the resolution of the general body for inviting further nominations and postponement of election of Directors to 30th April, 1991 by its very nature a special business necessitating a special resolution which calls for 21 days notice under section 2(36) of Companies Ordinance as follows:-- "Special Resolution" means a resolution which has been passed by a majority of not less than three-fourths of such members entitled to vote as are present in person or by proxy at a general meeting of . Which not less than 21 days notice specifying the intention to propose the resolution as a special resolution has been duly given, provided that, if all the members entitled to attend and vote at any such ' meeting so agree, a resolution may be proposed and passed as a special resolution at a meeting of which less than 21 days notice has been given." It was argued that the proviso to section 2(36) of the Companies Ordinance could have been invoked only when all the members entitled to vote had agreed to less than 21 days notice which admittedly was not the position. Again under Article 43 of the Articles of Association of the Company, the general body is not empowered to adjourn its meeting to more than 7 days. Further section 160(1) of the Ordinance contemplates service of notice of a general meeting on every member of the Company in a manner provided under section 50 which was violated mala fide and instead a public notice relating to the adjourned meeting was given in the Daily "Dawn", Karachi. Next it was maintained by Mr. Abdul Hafiz Pirzada that the General Body passing a resolution for inviting fresh nominations for election of Direction acted arbitrarily and highhandedly as it-tantamounts to removing the plaintiff and seven others who got elected unopposed as Directors on the withdrawal of Mr. Irfan Yousuf. In doing so, the General Body clearly violated the mandatory provisions of section 181 of the Companies Ordinance which provides the manner in which a Director may be removed by a General Body. Lastly, it was urged that it was a case of victimisation and oppression of minority shareholders by the majority shareholders and calls for indulgence by a Court of law. In support of his contention he placed reliance on Muhammad Arif Effendi v. Egypt Air 1980 SCM R 588. . Mr. Sharifuddin Pirzada, learned counsel for the defendants No. 1 and 3 on the other hand, maintained that the entire grievance of the plaintiff is, as to why, the defendant No. 2 has been taking steps for transferring its shares to the foreign and Pakistani financial institutions and employees of defendant No. 1 and not to him. Although he holds himself out as a champion and . Defender of rights of minority shareholders, he is manifestly motivated by his selfish interest, detrimental to the interest of defendant No. 1 Company, its shareholders and investors. According to him neither the business relating to election of Directors was a 'special business' as alleged nor the resolution of postponement of election and of inviting fresh nominations "a special resolution". The text of section 160(b) of the Ordinance expressly excludes the business relating to "the election of Directors" from the definition of "Special Business".
To meet a situation such as this Article 43 of the Articles of Association of the Company provides as follows:- "43. The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for twenty-one days or more, seven clear days' notice at the least of the adjourned meeting shall be given specifying the place and the time of the meeting as in the case of an original meeting, but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting." In the instant case, it was argued by Mr. Sharifuddin Pirzada, there was adjournment for less than 21 days as such, it was not necessary to give any separate notice of the adjourned meeting or of the business to be transacted at such adjourned meeting. The Chairman of the meeting viz. Defendant No. 2, however, in keeping with the provisions of the said Article 43, adjourned the meeting which was opposed only by the plaintiff and his wife. Further it was maintained by Mr. Sharifuddin Pirzada that after the death of Mr. Osman Ali, the election process had to start de novo and the General Body as Supreme Body in exercise of its inherent and implied power, invited further nominations for election of Directors. Although, neither the Companies Ordinance, 1984, nor the Companies Act, 1913 nor the Company Law anywhere speak of a situation arising from the demise of a candidate for election of Directors, the power is vested with the General Body. Speaking generally, the election laws anticipate this situation and provide forthwith termination of election proceedings and the entire process of election starts de novo. In support of his contention, the learned counsel first referred to section 18 of the Representation of Peoples Act, 19-76 which deals with the election of National and Provincial Assemblies as follows: "18. Death of a candidate after nomination.-(1) If a contesting candidate dies before the day for taking of the poll, the Returning Officer shall, by public notice, terminate the proceedings relating to that election. (2) Where the proceedings relating to an election have been terminated under sub-section (1), fresh proceedings shall be commenced in accordance with the provisions of this Act, as if for a new election: Provided that it shall not be necessary for the other contesting candidates to file fresh nomination papers or make a further deposit under section 13. Next, reference was also made to section I6 of the Senate (Election) Act, 1975 which contains a similar provision and also to section 52 of India's Representation of People Act, 1951. It was pointed out that in Parliamentary elections in England even if polling has started, the death of a candidate causes a fatal blow to the entire election process which would be recalled as under: "If at a contested election proof is given to the satisfaction of the returning officer before the result of the election is declared that one of the persons named or to be named as a candidate in the ballot papers has died, then at a parliamentary election the returning officer must countermand notice of the poll or, if polling has begun, direct that the poll be abandoned, and at a local Government election or a poll consequent on a parish or community meeting the returning officer must countermand the poll or, if polling has begun, direct that the poll be abandoned.
Halsbury's Law of England Volume 15, Fourth Edition Page 35. Learned counsel for the defendants next brought to my notice para 3 of counter-affidavit wherein Mr. Shaukat Raza Mirza, defendant No. 3, President and Chief Executive of defendant No. 1, specifically stated that as per share register of defendant No. 1, the plaintiff holds no share in his own name, but is the joint holder of 11,276 shares and as such he did not have the requisite qualification under the Articles to contest for election of Directors. Reference then was made to Article 62 of the Articles of Association which reads as follows:-- "Article 62. The qualification of a Director shall be his holding shares of the nominal value of Rs. 25,000 at least in his own name and not jointly with any other person or his nomination in writing by a Member or Members holding shares of the nominal value of Rs. 25,000 or more, as his or their representatives. A member or members holding shares of the nominal value of Rs. 25,000 or more may nominate as his or their representatives one Director for each group of shares of a nominal value of Rs. 25,000 held by him or them. A person so nominated shall be eligible for election as a Director under Articles 80 and 83 and for appointment as a Director under Article 84. In the event of such election or appointment such person shall require no share qualification. The plaintiff in para (5) of rejoinder has vehemently denied not having requisite qualification shares and referred to letter dated 30th March, 1991 from the defendant No. 4 stating that his nomination was valid. However, in support of his contention, Mr. Sharifuddin Pirzada referred to the case of Spencer v. Kannedy, (1925) All E.E. Rep. 135, in which it was held: "On construction of the Articles of Association "qualified person" meant a person was at the time of his appointment holding the necessary share qualification, although at the board meeting of Nov. 14 H.M. And F.M. Acquired an absolute right to have their shares registered they did not become members of the company or qualify as directors until the transfers were registered on Nov. I6, and, therefore, their election as directors on Nov. 14 was not valid." Learned counsel brought to my notice Article 52 of the Articles of Association under which an objection as to the qualification of a voter can be raised at a General Meeting or an adjourned General Meeting. While opposing injunction application, he placed reliance on PLD 1989 SC 166, in which the Supreme Court of Pakistan despite holding that the action of the President of Pakistan to dissolve the National Assembly was illegal refused to order its restoration and ordered in public interest the holding of fresh elections in the country. Mr. Fateh Ali Vellani, learned counsel for defendant No. 2, further to the arguments advanced by Mr. Sharifuddin Pirzada laid special emphasis on the fact that the plaintiff is an undesirable person for the position of a Director and has earned the hostility of the majority representing 96% of the share-holding of the company by his misconduct and nefarious activities and in the circumstances of the case, he is not entitled to injunction. He first referred to Bainbridge v. Smith 1889, 41 Chancery Division 462 in which injunction was dissolved as the share-holders did not desire one Herbert William Bainbridge to act as Managing Director. It was held:- "But I think it right to say that in my opinion, and I believe that my learned Brother agrees with me, if the company says that even if the plaintiff has the qualification they do not desire him to act as one of their managing directors, we should not grant any injunction, because, it would be contrary to the principles on which this Court acts to grant specific performance of this contract by compelling this company to take this gentleman as managing director, although he was qualified so to act, when they do not desire him to act as such." Mr. Fateh Vellani, next referred to Harden v. Phillips, 1882 Chancery Division 38 (1882 H 5055) which refers to a situation like this, extracts from which may be advantageously reproduced as follows:-- "The position of persons coming here as shareholders on behalf of themselves and others is not such as in my opinion should induce the Court to force on the company against its will certain persons as directors whose position as directors is questioned, rightly or wrongly. In MacDougall v'. Gardiner l Ch. D. 25 Lord Justice Mellish says: "In my opinion, if the thing complained of is a thing which in substance the majority of the company are entitled to do regularly or if something has been done illegally which the majority of the company are entitled to do legally, there can be no use in having a litigation about it, the ultimate end of which is only that a meeting has to be called, and then ultimately the majority gets its wishes. "Well, nor the company is no longer plaintiffs to say that they still are directors, the company has expressed its wish, at a meeting called for that purpose, that these plaintiffs shall not act as directors and shall not control the operation of the company in a way the majority do not approve." And further: "Then it comes to this, that we have in the resolution of that meeting an expression by the majority of the shareholders of the company of a desire that the plaintiffs should not be directors, and that the policy advocated by the plaintiffs should not be that which should be adopted by the company, and what this Court is asked to do is, as against the wish of the majority of the shareholders, to interfere by injunction to compel in fact the company and the other members of the board to allow the plaintiffs to act as directors. Now, in determining whether the Court should so interfere, we must not only consider the expression of the wish of the majority of the shareholders as shown at that last meeting, but in my opinion we must also consider how it was that the plaintiffs came to be appointed directors. I assume that they were effectually appointed directors of the company, although of course at the hearing we can listen to any argument which the defendants may think fit to advance to show that they were not properly elected. But then assuming they were rightly elected, the election was only by an accident arising from many of the shareholders who desired that someone else should be appointed, sending their proxies in such a way that the votes expressed by them could not be legally used. Taking that, as I do, into consideration, this Court ought not, in my opinion, to interfere on this motion by compelling the company to put the management of its affairs into the hands of the plaintiffs or by requiring the other directors to receive the plaintiffs as co-directors." I have carefully examined the contentions raised by the parties supported by vigorous arguments advanced by their counsel. I am mindful of the fact that while deciding an application under section 39, Rules 1 and 2, C.P.C, for temporary injunction, the well-established principle, namely, a prima facie case, irreparable loss and burden of convenience, cannot be overlooked. The grievance of the plaintiff in short is that upon the withdrawal of Mr. Irfan Yousuf, the plaintiff alongwith seven other candidates for election, got elected unopposed as Directors of defendant No. 1 against eight seats, thus, there was no question of holding any election or its adjournment by the General Body. It was further maintained that even otherwise the resolution of the General Body dated 30th April, 1991 was ultra vire of the Companies Ordinance, patently erroneous and malafide. Generally speaking, election laws incorporate provisions relating to objections to nomination papers, their scrutiny as well as publication of final list of candidates. For example, the Representation of Peoples Act, 1976, inter alia, contemplates display at a conspicuous place in the office of the returning officer a notice of every nomination paper with particulars of the candidate vide section (12)(6), objection by an elector, scrutiny and summary enquiry and right of appeal (section 14) publication of list of candidates (section 15). With regard to an uncontested election, section 20 envisages that in case after scrutiny, there remains only one validly nominated candidate, the Returning Officer shall, by Public Notice, declare such candidate to be elected to the seat. It may be noted here, that the earlier section 18, contemplated that if a contesting candidate dies before the day for taking the poll, the entire proceedings relating to the election would terminate. This position vis-a-vis election of Directors was elaborately argued by Mr. Sharifuddin Pirzada, learned counsel for defendants No. 1 and 3. What Mr. Abdul Hafiz Pirzada, learned counsel for the plaintiff pointed out on the one hand, was that there was no parallel provision relating to the effect of death of a candidate on the election of directors any where in any Company Law, such as found in section 18 of the Representation of Peoples Act, 1976 and what on the other hand, was vehemently urged by him was that such provision relating to election of Parliament or any legislative assembly, if not embodied in the Companies Ordinance, 1984 shall deem to have been purposely excluded and cannot be made applicable. While deciding this injunction application, I will refrain from commenting on this aspect except that the learned counsel for the plaintiff has failed to satisfy me as to why provisions relating to uncontested election embodied in section 20 of the Representation of Peoples Act, 1976 be made applicable to election of Directors when similar provisions are not found in the Companies Ordinance, 1984 and why the provisions in relation to the death of a contesting candidate as contained in section 18 thereof be made inapplicable. It may also be recalled that the demise of Mr. S. Osman Ali was prior in time to that of the withdrawal of Mr. Irfan Yousuf. Although the General Body has adjourned the election of Directors to 30th April, 1991 and invited fresh nominations, the plaintiff is in the field and has neither been debarred nor prevented from contesting the election by the defendants, who also undertake despite their objection to the failure of the plaintiff to hold qualification shares for election of director, not to raise it at any stage of the election. Be that as it may, there appears to be very slim chances of the plaintiff getting elected as he has earned open hostility of shareholders representing 96% of voting power, which fact has also been candidly conceded by Mr. Abdul Hafiz Pirzada, learned counsel for the plaintiff.
To restrain the respondent No. 1 company from holding election will be too harsh an order against the will and wishes of such a thumping majority of shareholders which includes all but a meagre 4% represented by the plaintiff. Except an evasive denial, the plaintiff has not challenged that if the transaction of disinvestment is not completed by the defendant No. 1 upto 30th April, 1991 and the proposed expansion is not undertaken, the defendant No. 1 will be liable for huge penalties, apart from loss of attractive growth. Similarly it has not been questioned by him that any proposed sale to minority shareholders, in all numbering 3,800, would be construed as an offer for sale to the Public-at-Large, necessarily requiring the approved of Corporate Law Authority, to the issue of a prospectus and would take six months time for completion of the disinvestment transaction. Hence I find no merit in the injunction application. The above are the reasons for the order dated 29th April, 1991 for dismissal of the plaintiffs application under Order 39, Rules 1 and 2, Cr.P.C.