DR. GHOUS MUHAMMAD, J.--This High Court Appeal is directed against the order dated 21-5-1997 of a learned Single Judge of this Court passed in Judicial Miscellaneous No,174 of 1996. The dispute relates to a public limited company called "Jupiter Textile Mills Limited," the shareholders of which may be divided into three groups namely Dada Group, M.H. Dossa Group and Nisar Dossa Group. Out of the total shares in that company 29.19 per cent. Is held by Dada Group, 33.18% by M.H. Dossa group and 36.06% by Nisar Dossa Group. The company was incorporated on 26-7-1995 and is engaged in the business of manufacturing textile items of spinning, weaving and dyeing. The aforesaid three groups were running the company but subsequently they developed differences with the result that Dada Group filed petition under section 290 of the Companies Ordinance, 1984 being J.M. No,174 of 1996 in this Court, making the members of the remaining two groups as the respondents. It appears that in the said petition an application was also moved by the petitioner for appointment of 4 Commissioner for taking over the business of the company from the third Group i,e, Nisar Group and to call an extraordinary meeting of the shareholders and conduct the election of the Board of Directors. This application was supported by M.H. Dossa Group but was opposed by Nisar Dossa Group. A learned Single Judge of this Court having noted that the last election to the Board of Directors, was held on 29-8-1993, appointed by order dated 27-8-1996 the Official Assignee as Commissioner with power to call a meeting of the Board of Directors to fix the number of directors as provided under section 178 of the Companies Ordinance, 1984 and then to call Annual General Meeting of the Company and to hold elections as provided under the. Companies Ordinance. Pursuant to the order dated 27-8-1996, the Official Assignee issued notices to the parties for 12-9- 1996 on which date all the existing seven Directors attended. Out of them four Directors proposed that number of Directors be fixed at ten whereas the three Directors suggested that it should be fixed at nine. The Official Assignee agreed with the view of the majority and decided that the number of directors would be ten. The Official Assignee called the annual general meeting on 12- 10-1996 at 10-30 a.m. At the registered office of the Company and the Secretary of the Company was asked to issue notices on or before 16-9-1996. It was further decided by the Official Assignee that the proxies would be deposited with him during office hours. Notice of the extraordinary general meeting was issued to members informing them that annual general meeting would be held on 12-10-1996 at 10-30 p.m. Under the. Chairmanship of the Official Assignee. The Secretary of the Company also issued notice to the members as required under section 178 of the Companies Ordinance. On 12-10-1996 the Official Assignee visited the registered office of the Company. As many as 23 members attended the meeting. Muhammad Aziz Haji Dossa, who belonged to Nisar Dossa Group allegedly attempted to preside over the Annual General Meeting but the Official Assignee invited his attention to the order, dated 27-8-1996 and informed him that under the order it was his function to preside over the meeting. It was then that all the five members of Nisar Group who were present there left the office in protest. The election was conducted by the Official Assignee with the assistance of the Secretary of the company and seven directors all belonging to Dada and M.H. Dossa Groups were elected. The result of the election was announced at once vide notice dated 12-10-1996. The Official Assignee also reported to this Court on 15-10-1996 in the compliance of the order dated 27-8-1996. The report of the Official Assignee was objected to by Nisar Dosa Group but a learned Single Judge vide his order dated 21-5-1997 overruled the objections and accepted the report of the Official Assignee. The appellant belonging to Nisar Dossa Group have assailed this order. I heard Mr. Sher Afgan the learned advocate for the appellants, Syed Zubair Shah the learned advocate for the respondents from Dada Group and Mr. S. Shahenshah Hussain, the learned Advocate for the respondent from M.H. Dossa Group. It will be relevant to mention here that a time- barred High Court Appeal No, 163 of 1996 was filed against the order dated 27-8-1996 but that was withdrawn on 25-9-1998 and as a result the order dated 27-8-1996 assumed finality. It has been vehemently argued by Mr. Sher Afgan that the Official Assignee was not competent to chair and conduct the meeting and that he had no authority to reduce the number of directors. Taking up the first contention relating to the power of the Official Assignee to chair and conduct the meeting, it will be relevant to produce the following portion from the order dated 27-8-1996: "Under the circumstances by consent of Mr. Zubair Shah and Mr. Shahenshah Hussain, the Official Assginee is appointed as Commissioner with powers to call a meeting of the Board of Directors to fix the number of directors as provided under section 178 of the Companies Ordinance and then call on Annual General Meeting of the Company and to hold elections as provided under the Companies Ordinance." It is crystal clear from the above-quoted para. Of the order that the Official Assignee was invested with all the requisite authority for the purpose of election of directors of the company in question.
He was authorised to call a meeting of the Board of Directors to fix the number of directors, to call the Annual General Meeting of the Company and also to hold elections. The word 'hold' has been defined in Legal Thesaurus as "assume authority, assume command, be master of, have a firm grip on have the charge of, have under control hold in one's grasp" etc. It would also be pertinent to refer to the following meaning of the word "Hold" as given in Black's Law Dictionary (Sixth Edn.), page 731: "6. To administer, to conduct or preside at, to convoke, open, and direct the operations of, as to hold a Court, hold pleas etc.
7. To prosecute, to direct and bring about officially, to conduct according to law, as to hold an election." When the Official Assginee was empowered to hold election, he had the authority also to chair the meeting and to complete the process of election. He had had to be in full command of the situation and to be incharge of every stage comprised in the process of election. The purpose to appoint the Official Assignee was to ensure that election to the Board of Directors was held fairly and free from any influence and it was, therefore, necessary that the Official Assignee should have presided over the meeting. The move by one of the directors to take over the charge and conduct the meeting himself was to frustrate the object of the order dated August 27, 1996. There is thus no force in the contention of the learned counsel for the appellant that the Official Assignee was not empowered to chair and conduct the meeting. The learned counsel for the appellant placed reliance upon a judgment of this Court reported as Naveed Textile Mills (PLD 1997 Karachi 432). According to the facts of that case two limited companies were run and controlled by the different groups of persons who were related to each other. One group attempted to take control of the company run by another and this resulted in filing of civil suit and other legal proceedings. After having carefully gone through this judgment we do not find thus anything in support of the appellant. On the contrary the following para. In that judgment supports the respondents: "However because we are of the view that there was a good deal of acrimony between the parties and a fair dispensation was the crying need of the situation, we had through the short order, in our own discretion allowed the Official Assignee not only to supervise but to preside over the forthcoming meeting, something which does not detract from the proposition of law which we have just discussed." We now come to the next contention of the learned counsel for the appellant that the Official Assignee had no authority to reduce the numbers of directors. The learned. Counsel referred to section 178(1) of the Companies Ordinance, 1984 and relied upon a judgment reported as Iqbal Alam and others v. Plastic Rafter Pvt. Ltd., in 1991 CLC 589. It will be useful to reproduce section 178(1) of Companies Ordinance as follows:-- "178.--(1) The directors of a company shall, subject to section 174, fix the number of elected directors of the company not later than thirty-five days before the convening of the general meeting at which directors are to be elected, and the number so fixed shall not be changed except with the prior approval of a general meeting of the company." This objection-does-not-seem to have been taken before the learned Single Judge. However, from the report submitted by the Official Assignee it is evident that he fixed the number of directors to be ten in consultation with all the directors and also proceeded to elect them accordingly. The members of Nisar Dossa Group were participating in the election but at the eleventh hour when one member of that group namely Haji Aziz Dossa was not allowed to preside over the Annual General Meeting, they left the office of the company in protest. Under such a situation election to the Board of Directors was held and seven directors were elected. It cannot, therefore, be urged on behalf of the appellant that the Official Assignee reduced the number of Directors. The appellants themselves created such a situation when one of them, in the first instance tried to preside over the Annual General Meeting in violation of the order dated 27-8-1996 and thereafter all of them by cotted the election. The appellants are now trying to take advantage of their own wrong by taking up such plea. We find that election to the Board of Directors was held validly according to the order dated 27th August, 1996 which was complied by the Official. Assignee. The case-law (supra) relied upon by the learned counsel is not applicable to the facts of the case. The relevant provisions of section 178 quoted above do not come into play so far as the facts of the instant case are concerned. The Official Assignee did not change the number of directors already fixed by him for the purpose of election. The fact that the directors so elected in the election conducted by him were seven cannot be said to be in violation of section 178(1) in the circumstances of this case.
Moreover, the number of elected Directors is also according to section 178 of the Companies Ordinance. The upshot of the above discussion is that this appeal fails and is dismissed with costs.