1. ' This petition has been filed under section 290 of the Companies Ordinance, 1984. The petitioners have a grievance that the shares in the Company have been transferred to certain Directors not in accordance with the Memorandum and Articles of Association of the Company, namely, Fikree Development Corporation Ltd. According to the petitioners, no share, whether Bonus or Rights, could legally have been given to anyone other than the signatories to the Memorandum of the Company nor the same could have been given otherwise than in proportion to their respective holdings. Consequently, according to the petitioners, except for respondents Ebrahim Fikree (deceased), Muhammad Fikree, Farook Fikree and Munira Fikree, who were the signatories to the Memorandum of the Company, all allotments of shares to persons other than them or the existing shareholders, are illegal and void. It has further been pleaded that allotment of shares was made by the Directors without proper quorum, which was not permitted by law or the Memorandum of Association. The petitioners have also raised a grievance that Companies' records, particularly the account books and the said respondents have to account for all the moneys received by them. It has further been pleaded that the said respondents have been spending the money thriftlessly and illegally.
2. ' The petition has been resisted by respondents Nos.2 to 8 and according to the counter-affidavit filed by respondent Shafiqa Fikree, the petition is totally misconceived, not maintainable in law and the reliefs sought for are hopelessly time-barred. The petition is also barred by principles of res judicata and even otherwise no relief can be sought by the petitioners against the said respondents.
3. ' I have heard Mr. S.A. Samad Khan, learned counsel for the petitioners and Mr. Afsar Abidi, learned counsel for the respondents.
4. ' It is pertinent to point out that the question regarding the allotment of shares to the respondents was agitated by the petitioners before this Court first through Judicial Miscellaneous Application No,21 of 1985 and subsequently by Judicial Miscellaneous Application No,1 of 1988 and both the matters have been finally disposed of by the Court. Judicial Miscellaneous Application No,21 of 1985 was filed by the petitioner No,1 under section 290 of the Companies Ordinance, 1984 against Mrs. Fatima Fikree, Taufiq Fikree and Mrs. Soad Fikree and the same was disposed of by a consent order, dated 22-11-1987 passed by the learned Company Judge. Judicial Miscellaneous Application No,1 of 1988 had been filed by the same petitioners against the same respondents under the same provisions of the Companies Ordinance and the relief sought in the said petition was more or less the same as has been sought in the present petition. This petition was disposed of by the learned Company Judge vide his judgment, dated 21-4-1988. In this judgment, which is reported in PLD 1988 Kar. 446, it was, inter alia, observed:-- "With regard to other contentions of the learned counsel for the petitioners in this petition, I have already observed that in view of consent order, dated 22-11-1987 those controversies cannot be agitated in the present proceedings. However, if any such right is available to the petitioners they are free to agitate the same in approrpriate proceedings in accordance with the law. The petition is disposed of accordingly with no order as to costs."
5. It is pertinent to point out that section 290 of the Companies Ordinance, 1984 cannot be invoked by any party for settlement of disputes between the parties inter se, but the only object behind section 290 appears to be that the affairs of the Company must be conducted in a lawful manner and strictly in accordance with the Memorandum and Articles of Association of the Company. Mr. S.A.
6. Samad, learned counsel for the petitioners, has pointed out the following irregularities in this regard.
7. ' That some shares of the Company including Bonus shares were transferred by the Directors unauthoriscdly as there was no quorum for the Board Meeting. Some shares were transferred to non-members, which was neither permissible under the law nor the same was permissible under the Memorandum and the Articles of the Company. In this regard, Mr. S.A. Samad has invited my attention to Annexure R-61, which is a copy of the minutes of the Extraordinary General Meeting of the shareholders held on 27th July, 1985. Mr. Samad has placed reliance on clauses (g) to (m) of Annexure R-61, which show that some irregularities had accrued at certain meetings of the Board of Directors between 1967 and 1978. The shares in question had been transferred by the Board of Directors during such time. It is pertinent to point out that if the petitioners have any grievance in this regard then the matter should have been agitated without delay and if so much time has already been allowed to elapse between the alleged irregularities and the filing of the present petition, then not only the same would call for summary dismissal of the petition on account of laches, but a possibility also cannot be ruled out that by now the Company might have properly regulated its affairs.
8. ' Furthermore, the question in regard to transfer of shares appears to have been decided by this Court in the two Judicial Miscellaneous Applications, reference to which has already been made in this judgment. Consequently, the first contention of Mr. Samad is not tenable. The next contention of Mr. Samad relates to the accounts of the said Company. In this connection, Mr. Samad has invited my attention to para. 19(ix) of the petition, wherein it has been alleged that the amount spent on salaries is illegal and thriftless expenditure. In this regard Mr. Samad Khan has invited my attention to the Audited Accounts maintained up to the 30th June, 1990 and para. 4 of the Auditor's report relating to general and other expenses shows an expenditure of Rs,91,850 towards the salaries, allowances and benefits to the employees. However, this is the only material, upon which Mr. Samad is relying. Suffice it to say, that what the petitioners contend cannot be spelled out from the report of the Chartered Accountants. It is not shown that on whose salaries and benefits the expenditures as pointed in the report was incurred and whether the same was necessary or it tantamounted to thriftless expenditure. Consequently, the second contention of Mr. S.A. Samad also appears to be devoid of force.
9. ' As no other argument has been advanced by Mr. S.A. Samad in support of the application, I find this application to be completely misconceived, and therefore, it stands dismissed.
10. ' Civil Miscellaneous Application No,1965 of 1990 also stands dismissed.