859/2017 Suit Agha Imtiaz Ali Khan Babar and others (Plaintiff) V/S The Federation of Pakistan and others (Defendant)

859/2017 Suit Agha Imtiaz Ali Khan Babar and others (Plaintiff) V/S The Federation of Pakistan and others (Defendant) Sindh High Court

Bench: Hon'ble Mr. Justice Nazar Akbar Order Date: 31-JUL-17

Companies Ordinance (XLVII of 1984) --- ----Ss. 178, 180, 181 & 183---Public Sector Companies (Corporate Governance) Rules, 2013, R. 5---Civil Procedure Code (V of 1908), O. XXXIX, Rr. 1 & 2---Electric Power Company---Board of Directors of company---Reconstitution of---Removal of a "Nominee Director"---Scope---Suit for declaration---Temporary injunction, grant of---Plaintiffs were nominated as Directors of Electric Power Company---Contention of plaintiffs was that they could not be removed except in accordance with the Companies Ordinance, 1984---Validity---Plaintiffs were not elected Directors of the Company---Notification with regard to appointment of defendant as Director of the Company was impugned in the earlier suit by one of the earlier Nominee Directors but plaintiffs despite having knowledge of the same did not contest the said suit nor attempted to become party in the same to protect their right, if any---Plaintiffs, therefore, had not approached the court with clean hands---Provisions of S.178, 180 or 181 of Companies Ordinance, 1984 were not applicable to the Directors appointed under S.183 of the Ordinance---Nominee Directors had no vested right to hold the office for any specified period---Powers of "removal" of a "Nominee Director" was inherent power of the Authority which nominated him---Nominee Director would hold the office "during the pleasure" of the Authority which nominated him---Plaintiffs having claimed a definite amount of damages as compensation on account of the alleged omissions or failure of discharge of duty by the Authority would lose their right to seek restraining orders (injunction) on the ground of irreparable loss---Application for grant of injunction to suspend the impugned notification was refused in circumstances.