Against the appellate order of remand dated 8-1-2003 passed by learned Additional District Judge, Okara, present F.A.O. Has been instituted by the petitioners. The prayer thereto is that the learned Additional District Judge, Okara, erroneously passed the impugned order to hold that the learned Civil Courts at Okara enjoy the jurisdiction to try civil suit filed by respondent No.1, Malik Muhammad Ijaz, to seek declaration qua his continued status as Director of the Company and for cancellation of the deeds of share transfer, resignation and for perpetual injunction thereto.
2. The learned counsel for the petitioners, relying upon the provisions of sections 7 and 152 of the Companies Ordinance, 1984, contended that the matter raised by respondent No. 1 in the civil suit falls within the exclusive jurisdiction of the High Court and respondent No. 1 could seek rectification of share register by making an application under section 152 of the Companies Ordinance, 1984, against fraudulent or illegal omission of his name from the register to members of the Company and on that basis claim continuation of his status as Director thereto.
3. Contrarily, learned counsel for the respondents, appeared in response to pre--admission notice, relied upon a number of precedents to state that complicated questions based upon allegations of fraud, forgery of documents and fraudulent violation of law have been raised in the civil suit and such questions require detailed proof through evidence and are triable through a civil suit.
4. I have considered the submissions of the learned counsel for the parties and have also examined the record, law and precedents referred to by the learned counsel.
5. On 22-12-2001, respondent No.1 filed a suit for declaration, cancellation of documents and perpetual injunction against the present petitioners and Joint Registrar of Companies. It was inter alia pleaded in the suit that upon incorporation of a Private Limited Company by the name of Traceout (Pvt.) Limited, parties jointly initiated business of investigative consultancy etc. And that petitioners (defendants in the suit) and respondent No.1 (plaintiff in the suit) were the shareholders and Directors of the said Company, Disputes qua investments and other issues arose between the parties which led to Arbitration Award dated 13-5-2001 and registration of F.I.R. No.92 of 2001 under sections 380, 406, 420, 468, 471 and 411, P.P.C., whereunder petitioner No. 1 (defendant No. 1) obtained bail. And that, it was during arguments on the bail application that purported deeds of transfer of shares, resignation from Directorship allegedly on behalf of the plaintiff (respondent No. 1) and proceedings thereupon were presented in the relevant Court, when respondent No. 1 acquired knowledge of the said manufactured and forged documents. And that the plaintiff thereupon initially made an application before Joint Registrar of Companies complaining about the fraud and forgery committed by the defendants (present appellants) whereupon he later sought attested copies of duly stamped share transfer deeds, attested copy of resignation from Directorship, attested copy of minutes of meeting of Board of Directors and attested copies of the share transfer register from appellants-defendants, who transmitted the same in September, 2001.
And that the plaintiff-respondent thus filed suit for cancellation of the said documents and for a decree of declaration and perpetual injunction to seek the following prayers:--
(i) decree for declaration declaring continuation of Directorship of the plaintiff (respondent No. 1) of Traceout (Pvt.) Limited;
(ii) cancellation of purported resignation and deeds of transfer of shares for being forged, fraudulent, ineffective and invalid; and (i.e) perpetually injuncting appellants---defendants from acting upon said documents or from interfering in performance of duties by plaintiff as Director etc. Etc.
6. The appellants contested the said suit. The learned Civil Judge, Okara, while considering the application for temporary injunction, dismissed the suit as un-maintainable through judgment and decree dated 12-2-2002, by holding that civil Court had no jurisdiction to entertain the suit in view of provisions of section 7 of the Companies Ordinance, 1984. Respondent No. 1 filed an appeal there-against. This appeal was accepted by learned Additional District Judge through impugned order dated 8-1-2003 whereby he held the suit to be maintainable and thus remanded the case back to the learned Civil Judge. The appellants have thus, raised grievance against order of remand dated 8-1-2003 of learned Additional District Judge, Okara, through the present appeal.
7. In my opinion maintainability of the present first appeal against the order is questionable. The nature of order of remand passed by learned Additional District Judge, Okara in fact sets aside an order of learned Civil Judge, whereby plaint was initially rejected though termed as dismissal of the suit. As such against order dated 8-1-2003, second appeal was not maintainable wherefor the only possible remedy was to file a civil revision under section 115 of the Civil Procedure Code. I accordingly treat this F.A.O. As civil revision, in the interest of justice and equity.
8. The only question relevant for to whether in view referred allegations of forgery, fraud, and fabrication or documents etc, as pleaded by respondent No. 1 in his suit for declaration, cancellation of documents and perpetual injunction, could the learned. Civil Judge, Okara, entertain and try the said suit in view of the provisions or section 7 read with section 152 of the Companies Ordinance, 1984. There is no doubt that matters falling within the scope or Companies Ordinance, 1984, are entertainable only by Hon'ble Company Judge of this Court in view of the provisions of section 7 of the Companies Ordinance, 1984. Relying upon section 152 of the companies Ordinance, the learned counsel for the appellants has rugged that the matter initially relates to fraudulent and illegal omission/exclusion of the names of the present appellants from the register of the members of the Company, wherefor the appellants should have filed a petition for rectification of the share register before the Hon'ble Company Judge of this Court instead of filing a civil suit, which is' barred by law. Examination of the provisions of section 152 of the Companies Ordinance reveals that it name of any person is fraudulently and without sufficient cause omitted from the register of members of a company, the person so aggrieved can apply to the Court for rectification of the register. Upon filing of such application, the learned Company Judge of this Court is required to proceed expeditiously upon the said application by following a "summary procedure" under section 9 of the Companies Ordinance, 1984. Such summary procedure does not visualize holding of a trial or an inquiry through a detailed evidence upon allegations of fraud, forgery and fabrication of documents etc. As have been pleaded and raised in civil suit of respondent No.1. Such suit is, therefore, obviously triable under section 9 of the Civil Procedure Code, 1908, by a civil Court which is a Court of general jurisdiction in all civil matters. I may reinforce my above observations by following the judgments in which the law on the subject has been well settled:--
(i) Messrs Chalna Fibre Company Limited, Khulna and others v. Abdul Jabbar and others (PLD 1968 SC 381);
(ii) Manzoor Ahmad Bhatti and others v. Haji Noval Khan and others (1986 CLC 2560); (i.e) Akbar Ali Sharif and others v. Syed Jamaluddin and others (1991 M LD 203) and
(iv) Syed Shafqat Hussain v. Registrar, Joint Stock Companies, Lahore and others (PLD 2001 Lahore 523).
9. In view of what has been observed above, I do not find any substance in the present civil revision which is accordingly dismissed, with no order as to costs.