1. This is a petition under section 152 read with section 290 of the Companies Ordinance, 1984, in which Muhammad Salim Khan, Managing Director Faruqi House building Corporation Ltd. Who is the petitioner herein has prayed for rectification of names of the following persons as Managing Director, Chairman and Directors in the Register of the said Corporation/Company.
2. "(1) Mr. M. Sohail Shakil Faruqi, President/Chairman.
(2) Mr. M. Qaiser Shaikh Faruqi, Managing Director.
(3) Miss Nasreen Shakil Faruqi, Director.
(4) Mr. M. Sikander Shakil Faruqi, Director.
(5) Mts. Nilofar Quadri~ Director."
3. IP,jrther declaration is sought that all meetings, resolutions/decisions including decisions taken in meetings dated 2-3-1984 and 27-4-1984 were unlawful- fraudulent and illegal.
4. The said Faruqi House Building Corporation Limited .(hereinafter called "the Company") was incorporated as a Private Limited Company in the year 1963. It is stated that in the year 1980 the Company was almost at the verge of insolvency due to heavy indebtness. On 9-5-1980, it was resolved at the meeting of Board of Directors that the entire management of the Company may be transferred to any person or suitable party who is financially sound to shoulder all the responsibilities and settle all disputes out of Court. The said resolution was confirmed in another meeting of the Board held on 18-7-1980. At another Board's meeting dated 26-12-1980 it was resolved that the written consent of the shareholders may be obtained for transfer of share- holdings in terms of resol ' ution dated 9-5-1980. Accordingly the written consent of all the shareholders was obtained and was placed at another meeting of the Board on 28-8-1981. By another resolution dated 25-9-1981, the then Managing Director and President of the Company was authorised to negotiate with any sound party for transfer of the entire shares along with management of the Company.
5. The petitioner offered to purchase the entire shareholding of the Company which was considered by the Board at its meeting, dated 27-11-1981 which was unanimously accepted, At another meeting dated 29-1-1982 it was finally resolved to transfer the Company with all its assets and liabilities including '4,208 shares held by its 17 members to the petitioner, pursuant to which an agreement, dated 21-3-1982 was executed between 17 members of the said Faruqi family and the petitioner. After the purchase of the shares on 28-3-1982 the petitioner was appointed/nominated as Managing Director with effect from 28-3-1982 in place of Mr. M. Qaiser S. Faruqi who ceased to be the Managing Director from the said date. By another resolution the petitioner was given all powers, inter alia, under Article 88 of Articles of Association of the Company.
6. On 25-2-1984 one Muhammad Shakil Faruqi~ Chairman/President of the Company belonging to Faruqi family died and in his place Al-haj Saeed was elected as Chairman of the Company.
7. Despite definite commitments, the record of the Company was not handed over to the petitioner and the newly elected Chairman of the Company Mr. Qaiser M. Faruqi started a compaip of non- cooperation and harrassm ent against the petitioner and even disputed his position as Managing Director of the Company. He formed a parallel Board of Directors consisting of the members who had already sold their shares to the petitioner while holding himself out as Managing Director. He started convening the meetings of the Company at the back of the Company. His activities were made known on 25-6-1984 when a letter was received from Deputy Registrar, Joint Stock Companies disclosing submissions of references and resolutions by the said Mr. Qaiser M. Faruqi.
8. After the receipt of notice from the Deputy Registrar an extraordinary general meeting was convened on 25-7-1984 in which.The said Mr. Qaiser was removed from directorship with immediate effect. Further mala fide and illegal activities of Mr. Qaiser were known to the petitioner from the record of Deputy Registrar joint Stock Companies which clearly established fraud and misrepresentation on the part of the said Mr. Qaiser M. Faruqi.
9. The application is resisted by Mr. M. Qaiser Shakil Faruqi respondent No. 2 who filed counter- affidavit stating that the respondents Nos.1, 3, 4 and 5 are his real brothers and sisters and he is conversant with the facts of the case. It is denied by him that on 9-5--1980 his deceased mother and brother M. Suhail Faruqi were present at the meeting of the Board or that any pne of the respondents had signed any minutes or resolution as alleged. In fact he has denied the existence, veracity and legality of document referred to by the petitioner as sham, bogus and made up document. According to him on 21-3--1983 when the alleged agreement of transfer of shares was made, seven shareholders namely M. Sikandar S. Faruqi, M. Muzammil Faruqi, M. Mufeez FaruqL M.
10. Mustafeez Faruqi, M. Faheem FaruqL Miss Farah Alia Faruqi and M. Farrukh Khan Faruqi were minors and their shares could not have been transferred. In so far as the power of attorney on the basis of which the deceased Muhammad Shaikh Faruqi purported to have acted the same was cancelled by him, his deceased mother, his brothers and sisters vide joint letter, dated 27-1-1982, the alleged agreement of transfer of shares dated 21-3-1982 was of no legal effect. The alleged transfer of sale of shares was unlawful, void' and of no legal effect. No payment, whatsoever, either in cash or kind was received by any of the shareholders. According to him he is legally entitled to file returns and resolutions of the Company with the Deputy Registrar, Joint Stock Companies and the petitioner has no locus standi. The Teal object and motive of the petitioner is to lay his hand on the agricultural land measuring 344 acres 2 Ghuntas mentioned in the agreement dated 21-3-1982 Annexure 7/1. The plot of the said land is situated on Main Super Highway from Karachi to Hyderabad near the 4 miles stone and Super Drive-in Cinema and is of the value of Rs.20 crores.
11. The petitioner has produced share certificates and other documentary evidence in support of his case. On 7-9-1988, the respondents were directed to produce documents in rebuttal which they failed to produce. In fact respondents failed to appear and defend these proceedings.
12. The petitioner has moved this petition under section 152 read with section 290 of the Companies Ordinance, 1984. A bare reading of the petition will reveal that the petitioner's case is that the respondents had transferred A their entire interest in the Company to him and other members of his group, thus, section 290 of the Companies Act is not applicable to the facts and circumstances of the case. In so far as section 152 of the Companies Act is concerned the power of a Company Judge are restricted to rectification of a register and for that purpose the petitioner has adduced prima acie satisfactory evidence in his favour. Hence I order rectification as prayed for by the petitioner and allow the petition with costs.
13. AA./M-1588/K