IN THE SUPREME COURT OF PAKISTAN 
(APPELLATE JURISDICTION) 
 
PRESENT: MR. JUSTICE MIAN SAQIB NISAR, HCJ 
 
 
 
MR. JUSTICE MUSHIR ALAM 
 
 
 
MR. JUSTICE FAISAL ARAB 
 
 
 
MR. JUSTICE SAJJAD ALI SHAH 
 
 
 
MR. JUSTICE MUNIB AKHTAR 
 
CIVIL APPEAL NO.1563 OF 2014 AND CIVIL 
PETITIONS NO.2215-L OF 2017 AND 471-L OF 2018 
(Against the impugned judgments dated 15.09.2014, 19.06.2017 
and 22.02.2018 passed by the Lahore High Court, Lahore in C.O. 
No.51/2013, C.M. No.37/2016 in C.O. No.51/2013 and C.M. 
No.16/2018 in C.O. No.51/2013, respectively) 
 
 
Shoaib Ullah Cheema                                           (in C.A. No.1563/2014) 
S. Zafar Ali Shah                                               (in C.P. No.2215-L/2017) 
Shoaib Ullah Cheema                                          (in C.P. No.471-L/2018) 
 
… Petitioner(s) 
VERSUS 
 
Additional Registrar of Companies, S.E.C.P. etc.                   (in all cases) 
 
… Respondent(s) 
 
For the appellant/ 
petitioner(s): 
Mr. Shoaib Ullah Cheema, in person 
(in C.A. No.1563/2014 and C.P. No.471-L/2018) 
 
Nemo 
(in C.P. No.2215-L/2017) 
 
 
For the respondent(s) 
SECP: 
Mr. Muqtadir Akhtar Shabbir, ASC 
Mr. Nasrullah Khan Babar, ASC 
 
 
Date of hearing: 
08.01.2019 
 
JUDGMENT 
MIAN SAQIB NISAR, CJ:- On 18.08.2003, the Additional 
Registrar of Companies, Securities and Exchange Commission of 
Pakistan (SECP; the respondent) moved a petition (C.O. No.51/2003) before the 
Lahore High Court, Lahore for the winding up of Forex Services 
International (Private) Limited (the Company) alleging that it was involved in 
the illegal business of receiving deposits from the public. On 27.04.2005, the 
learned High Court appointed Mr. Fakhar Hayat and Syed Zafar Ali Shah as 
the official liquidators. Subsequently on 21.05.2007, Syed Zafar Ali Shah 
joined government service leaving behind Mr. Fakhar Hayat as the only 
liquidator (the Liquidator). On 31.05.2013, Mr. Shoaib Ullah Cheema (the 
C.A. No.1563/2014 etc. 
-: 2 :-
instant appellant) filed an application before the learned High Court for 
removal of the Liquidator (the Application) on the ground that the Liquidator 
had failed to complete the winding up process within the period stipulated 
in Section 326 of the Companies Ordinance, 1984 (the Ordinance). This 
Application was dismissed by the learned High Court vide order dated 
15.09.2014 (Dismissal Order) against which the instant appellant filed an appeal 
(C.A. No.1563/2014) before this Court under Section 10(1) of the Ordinance. 
Leave was granted vide order dated 21.11.2014 in the following terms:- 
 
“In order to consider whether the official liquidator having 
not completed liquidation process within time contemplated 
by Section 326 of the Companies Ordinance, 1984 was 
liable to be removed and the audit of the company under 
liquidation was expedient and imperative; the true import 
and spirit of Section 326(3) of the Ordinance ibid, leave is 
granted…” 
 
Be that as it may, on 23.02.2015, the respondent raised an objection 
regarding the maintainability of the appeal stating that a direct appeal 
to the Supreme Court under Section 10(1) of the Ordinance lies only 
against a winding up order of the Company Judge, and that any order 
passed in the winding proceedings other than the winding up order, such 
as the Dismissal Order, is to be assailed through an intra-court appeal 
before a Division Bench of the High Court in terms of Section 10(2) of the 
Ordinance. On 23.02.2015, this Court appointed Mr. Khalid Anwar, Sr. ASC 
and Dr. Parvez Hassan, Sr. ASC as amici curiae in to assist this Court on 
the key preliminary question that arises from the instant proceedings, i.e. 
what is the scope of a direct appeal to this Court under Section 10(1) of the 
Ordinance. In the meantime, the learned High Court passed an order dated 
19.06.2017 which directed (in C.M. No.37/2016) Syed Zafar Ali Shah (ex-Official 
Liquidator) to refund to the respondents certain amounts in the liquidation 
account. This order has been challenged by Syed Zafar Ali Shah before this 
C.A. No.1563/2014 etc. 
-: 3 :-
Court through an appeal under Section 6(1) of the Companies Act, 2017 (the 
Act). The learned High Court passed another order dated 22.02.2018 
dismissed the objection petition (C.M. No.16/2018) filed against the auction 
conducted that was approved vide order dated 04.12.2017. This order has 
been challenged by the appellant again through an appeal under Section 
6(1) of the Act.  
2. 
  
The appellant in person simply relied upon the arguments of 
the learned amicus Dr. Pervaiz Hassan, Sr. ASC and supported the stance 
that a winding up order as well as any other order passed by the Company 
Judge in the winding up proceedings after a company has been ordered to 
be wound up can be appealed against before the Supreme Court pursuant 
to Section 10(1) of the Ordinance. On the other hand, the learned counsel 
for the respondent submitted refuted this position and stated that this was 
not the correct position law – the appeal before this Court is not 
maintainable as the impugned order had to be challenged before a Division 
Bench of the learned High Court as per the law.  
3. 
  
Before proceeding further, it is worthy to note Section 10 of the 
Ordinance which reads as under:-  
 
“10. Appeals against Court orders.- (1) Notwithstanding 
anything contained in any other law, an appeal against any 
order, decision or judgment of the Court under this Ordinance 
shall lie to the Supreme Court where the company ordered to 
be wound up has a paid-up share capital of not less than one 
million rupees; and, where the company ordered to be wound 
up has paid-up capital of less than one million rupees, or has 
no share capital, such appeal shall lie only if the Supreme 
Court grants leave to appeal.  
 
(2) 
Save as provided in sub-section (1), an appeal from any 
order made or decision given by the Court shall lie in the same, 
manner in which and subject to the same conditions under 
which appeals lie from any order or decision of the Court.  
 
C.A. No.1563/2014 etc. 
-: 4 :-
(3) 
An appeal preferred under sub-section (2) shall be 
finally disposed of by the Court hearing the appeal within 
ninety days of the submission of the appeal.” 
 
4. 
  
We also find it expedient to mention the cases considered by 
this Court for resolution of the question involved in the instant matter. The 
relevant cases of this Court are: (1) Kamaluddin Qureshi Vs. Ali 
International Company (PLD 2009 SC 367); (2) Ibrahim Shamsi Vs. 
Bashir Ahmed Memon (2005 SCMR 1450); (3) Diamond Industries Vs. M. 
Zafar-ul-Haq Hijazi (PLD 2003 SC 124); (4) Fiala Spinning Mills Limited 
Vs. International Finance Corporation (2002 SCMR 450); (5) United 
Rank 
Limited 
Vs. 
Pakistan 
Industrial 
Credit 
and 
Investment 
Corporation Limited (PLD 2002 SC 1100); (6) Glorex Textile Limited, 
Karachi Vs. Investment Corporation of Pakistan (1999 SCMR 1850); (7) 
Sindh Tech. Industries Limited Vs. Investment Corporation of Pakistan 
(1998 SCMR 1533); (8) Brother Steel Mills Limited Vs. Mian Ilyas Miraj 
(PLD 1996 SC 543); and (9) Muhammad Din and Sons Private Limited 
Vs. Allied Bank of Pakistan (1993 SCMR 80). The germane cases of the 
High Court of Sindh are: (10) Zulfiquar Hussain Vs. Bambino (Private) 
Limited (2011 CLD 1737); (11) Syed Wajahat Hussain Zaidi Vs. T. J. 
Ibrahim & Company (2009 CLD 1225); (12) Additional Registrar of 
Companies Vs. Noorie Textile Mills Limited (2008 CLD 277); (13) Agha 
Fakhruddin Khan Vs. Ruby Rice and General Mills Limited and others 
(2001 YLR 1797); (14) Muhammad Faroog Vs. T. J. Ebrahim & Company 
and Alliance Motors (Private) Limited (PLD 1999 Karachi 246) and (15) 
Mehboob Industries Limited Vs. Pakistan Industrial Credit and 
Investment Corporation  Limited (1988 CLC 866). The relevant cases 
from the Lahore High Court are reported as: (16) Asghar Ali Vs. Official 
Liquidator (2007 CLD 888); (17) M. Suleman & Company Vs. Joint 
Official Liquidators (1997 CLC 260); (18) M. Sunrise Textiles Limited 
Vs. Mashreq Bank PSC and others (PLD 1996 Lahore 1); (19) Chaudhry 
C.A. No.1563/2014 etc. 
-: 5 :-
Jamil Ahmad Vs. Nippon Bobbin Company (Pakistan) Limited (PLD 1991 
Lahore 467); and (20) Lahore Development Authority, Lahore Vs. 
Investment Corporation of Pakistan, Karachi (2003 CLD 1764). Finally, 
the related case of the High Court of Balochistan is (21) Industrial 
Development Bank of Pakistan Vs. Kamal Enterprises Limited (PLD 
1995 Quetta 41). 
5. 
 
The superior courts of Pakistan while interpreting the scope of 
Section 10(1) of the Ordinance in the aforementioned case law have laid 
down the following principles:- 
i. 
An appeal against an order of winding up only lies before the 
Supreme Court under Section 10(1) of the Ordinance while all 
other orders in a winding up proceedings are appealable before 
the Division Bench of a High Court under Section 10(2) of the 
Ordinance [Cases (1); (11), (13) and (15)]; 
 
ii. 
An appeal against an order of winding up and any order or 
decision passed subsequent to the winding up order of a 
company shall lie before the Supreme Court in terms of Section 
10(1) of the Ordinance [Cases (2), (9), (10), (14), (16), (17), (18), (19), (20) 
and (21)]; 
 
iii. 
Orders passed under Section 10(2) of the Ordinance in exercise 
of the original civil jurisdiction of a High Court are appealable 
before a Division Bench of the High Court [Case (3)]; and  
 
iv. 
Section 10(1) of the Ordinance does not debar a company from 
making an application before the Company Judge for setting 
aside an ex-parte winding up order passed against it [Case (12)].  
 
It is pertinent to note that in some cases, appeals were filed before the 
Supreme Court under Section 10(1) of the Ordinance against post-winding 
up orders. Similarly, appeals were also filed before the Division Bench of the 
High Court under Section 10(2) of the Ordinance against orders passed 
subsequent to the winding up order. But in these cases, the Supreme Court 
C.A. No.1563/2014 etc. 
-: 6 :-
or the Division Bench of the High Court did not address the issue of 
maintainability of the appeals [Cases (4), (5), (6), (7), (8) and (11)]. 
6. 
 
Be that as it may, we find it expedient to discuss in detail the 
judgment passed by this Court regarding the issue at hand. The case of 
Kamaluddin Qureshi (supra), dealt with the scope of Sections 10(1) and 
10(2) of the Ordinance. A three-Member Bench of this Court declared that 
an appeal under Section 10(1) can only be made to the Supreme Court 
against a winding up order and appeals against all other orders can be made 
under Section 10(2). The relevant paragraphs read as under:- 
 
“8. At this juncture before proceeding further, it may be 
appropriate to consider the scope, consequences and effect of 
an order of winding up of a Company. An order of winding 
up of a Company encompasses activities in different spheres 
of economic activity and effects interests of divergent nature. 
The investment of shareholders and investors are at stake. The 
various contracts with those supplying or providing services 
to the company and their economic activities are affected. In 
case, the Company is engaged in providing goods or services, 
of essential or of daily requirements of the community, such 
order may cause abrupt withdrawal of all such products or 
services being provided by the Company under liquidation. 
The various works undertaken by the Company or under 
different contracts are brought to a standstill. The recovery 
of taxes, duties and levies resulting from the activities is 
discontinued, last but not the least. The entire range of 
creditors, suppliers, Bankers, financers and employees 
entitled to their respective dues are also exposed to 
difficulties and uncertainties. No order passed under the 
Company law has consequences of such diversity and 
magnitude. Thus, the order of winding-up being entirely 
distinguishable stands out on a different pedestal than any 
other order relating to any specific subject matter or dispute. 
No order passed either before the order of winding up or 
afterwards can, therefore, be equated with an order of winding 
up with respect to its consequence. It has been repeatedly held 
the right to appeal is a substantial right. The remedy of an 
C.A. No.1563/2014 etc. 
-: 7 :-
appeal is available only where expressly provided and in the 
manner it is  provided. Subsection (1) of section 10 of the 
said Ordinance starts with the non-obstante clause and this 
has an overriding effect over any other law it confers a 
right to appeal against an order of winding up. The intent of 
the legislature to provide the remedy of an appeal against an 
order of winding up of a Company, directly to the Supreme 
Court is reflected in unambiguous terms irrespective of the 
fact and nature of the proceedings that may lead to an order 
of winding up of a Company. The scope of an appeal has 
therefore, been widened to provide remedy irrespective of the 
source or basis of such order by use of the words "an order 
decision or judgment of the Court" which if not challenged 
in appeal would otherwise attain finality as an order of 
winding up as is apparent by the use of the words "where the 
Company ordered to be wound up."  
 
The remedy provided is subject to further conditions; that in 
case the Company ordered to be wound up has a paid up 
capital of not less than one million rupees an appeal would 
lie to this Court but where the Company ordered to be wound 
up has a paid, up capital of less than one million rupees the 
remedy is subject to an additional condition' of grant of leave to 
appeal. The subsection thus creates a distinction between cases 
involving the order of winding up of the Company and the remedy 
of a direct "appeal" or "after grant of leave to appeal" before the 
Supreme Court on the basis of the paid up share capital of 
the Company. It may not be out of place here to examine the 
consequences of interpretation of section 10(1) of the Ordinance 
differently so as to apply to appeals against any order, decision 
or judgment of the Court other than that the order of winding up 
of a Company. The right of appeal conferred under the said 
Ordinance which is a special enactment; adopting any other 
interpretation, would lead to an anomalous situation. An example 
of which may be case [sic] where an appeal involving a 
claim of a creditor for over a million rupees brought before 
the Court against order of a Company Judge in a case 
where the paid up capital of the limited Company is less than 
one million; a petition for leave to appeal would lie in spite of 
the fact that the amount over one million against a Company 
under liquidation merely because of the paid up capital 
C.A. No.1563/2014 etc. 
-: 8 :-
being less than one million rupees, A different remedy of a 
direct appeal to Supreme Court is provided to a creditor 
having a claim for a few thousand rupees against a 
Company with a paid up capital of over one million would 
have a right to file a direct appeal against a finding of a 
Company Judge pertaining to his claim involving a Company 
under liquidation although their claims may otherwise be 
similar except for the difference in amount of respective 
claims. This prima facie is obvious discrimination amongst the 
creditors. 
Secondly 
for 
the 
aforesaid 
reasons 
such 
interpretation would also be in direct conflict with the 
provisions of Article 185(d) (e) of the Constitution of Islamic 
Republic of Pakistan pertaining to appeals before the 
Supreme Court. There is no distinction regarding appeals 
prior to passing of an order of winding up of a Company. Such 
restriction can only be inferred by addition of words to this 
effect but in view of the plain meanings of the word no 
addition is required because the language of the statute is 
clear and unambiguous they are to he given their ordinary 
meaning as held in Pakistan through Secretary Finance and 
others v. Messrs Lucky Cement and another 2007 SCMR 
1367. It appears that the learned Bench of this Court; for the 
legal acumen and learning of the Honourable members of 
which we have the highest regard and hold in high esteem; 
was not properly assisted in this case, while considering the 
case of Ibrahim Shamsi (supra), as a result of which this 
aspect escaped notice and the anomaly resulting in 
practical terms case a different interpretation is adopted 
escaped consideration. Both subsections (1) and (2) of 
section 10 of the said Ordinance deal with the remedy of 
appeal provided by the law. 
 
Subsection (2) provides that an appeal from any order made 
or decision shall lie in the same manner and subject to the 
same conditions under which appeals lie from any order or 
decision of the Court. This subsection appearing after 
subsection (1) makes no distinction between orders prior to 
or subsequent to an order of winding up. It appears after 
subsection (1) and pertains to the same subject matter, 
therefore, subsection (2) is attracted to and further regulates 
all the cases of appeals including appeals against orders 
C.A. No.1563/2014 etc. 
-: 9 :-
passed after an order of winding up of a Company. The scope 
of the subsection has been widened b use of the words "an 
appeal or decision" given to include and to a. to all 
appeals except those covered by subsection (1) of section 10. 
The clear wording and sequence of the two subsections of 
section 10 of the Ordinance cannot be stretched as the same 
would amount to doing violence to the provisions of that 
section. 
… 
It shows that subsection (1) of section 10 deals only with 
appeals against order of winding up of a Company.  
 
The above view finds further support from the provisions of 
the subsequent subsection (2) of section 10 of the Ordinance, 
which specifically [sic] worded "save as provided in subsection 
(1)". The second subsection is unconditionally attracted to 
an appeal against "any order made or decision given by a 
Court" and is not restricted to an appeal preferred  before or 
after  passing of an order of winding up of a Corn an nor 
to the value of the subject matter. The legislature has not 
intended to place any restriction or impediment to the appeals 
filed under this subsection. Yet another important and 
significant aspect is that winding up orders passed are to be 
examined as to the various aspects for revival of the Company 
to be determined on consideration of its further viability. Effort 
is made to continue the business particularly in cases of a 
running Company and any delay may lead to irreparable losses 
and drastic consequences as held by this Court in the case of 
Hala Spinning Mills Ltd. v. International Finance Corporation 
and another 2002 SCMR 450. 
 
12. In view of the above discussion, we have no option but to 
hold that the provisions of subsection (2) of section 10 are 
attracted to appeals referred in cases except the appeals 
against an order of winding up, which is distinct and has 
multi dimensional effects with far reaching consequences as 
already discussed above.” 
[Emphasis supplied] 
 
7. 
 
The brief background of the case of Ibrahim Shamsi (supra) is 
after the winding up order of Sindh Alkalis Limited Karachi was passed by 
C.A. No.1563/2014 etc. 
-: 10 :-
the Company Judge, an order was passed which declared that the Official 
Assignee had received improved bids and the two highest bidders should 
close the bid among themselves. This order was challenged by the 
petitioners. The counsel for the respondent contented that the appeal 
before the Supreme Court was not maintainable under Section 10(1) of the 
Ordinance and if the petitioners were aggrieved then they should have filed 
an Intra-Court appeal under Section 10(2) thereof. After referring to the case 
law, a two-Member Bench of this Court declared that an appeal against 
any order or decision in proceedings where the company has already been 
ordered to be wound up, including the winding up order, lies before the 
Supreme Court under Section 10(1) supra. The relevant extracts of the noted 
judgment are reproduced hereinbelow for ease of reference:- 
 
“9.  A casual reading of section 10(1) of Ordinance, 1984 
gives an impression that it pertains to the order of winding up 
alone which is appealable before the Supreme Court. Had it 
been the intention of Legislature, it could have conveniently 
used singular term of winding up, to the effect that, any 
judgment whereby the Company is ordered to be  wound up 
shall be appealable before the Supreme Court in the 
manner and under the conditions already described. 
Contrary to the use of single term, the use of multiples like 
“order”, “decisions” or “judgement” certainly covers a 
wider ambit and point to a scenario where different types of 
orders, not necessarily of winding up, might be challenged 
in appeal.  
 
10. Another important characteristic of this subsection is the 
use of words “where the Company ordered to be wound up”. 
These terms visualize the passage of any “order” or 
“decision” passed or made at a time when the Company has 
already been wound up. Had the Legislature an intention to 
make a mere reference to an order or decision passed or 
made during the pendency of a winding up proceedings, it 
could have used the words “where the Company is sought 
to be wound up” instead of the words “where the Company 
C.A. No.1563/2014 etc. 
-: 11 :-
is ordered to be wound up”. So it includes any order passed 
after the winding up order. The wisdom is apparent because 
after the winding of [sic] order, the Legislature did not seem 
to have intended to prolong the matters by allowing an 
intermediary remedy of Intra-Court Appeal.  
 
11.  
We would, therefore, conclude and hold that section 
10(1) includes the winding up order as well as any order or 
decision in proceedings where the Company has already 
been ordered to be wound up. Any order passed or decision 
made by Company Judge after the winding up of Company, 
shall be appealable before the Supreme Court in the manner 
and under the conditions described in the subsection itself. 
AS the impugned order is passed after winding up 
proceedings, the petition before this Court, [sic] is 
maintainable.  
 
12. This Court in case of S. Muhammad Din and Sons case 
1992 SCMR 1795 had held that appeal under section 10 is 
competent only where an order or decision has been made in 
proceedings when the Company has already been ordered to 
be wound up. The terms to he appreciated are any 
"proceedings" when the Company has already been ordered 
to he wound up. It gives a clear indication that once a 
company has already been ordered to he wound up, any 
order passed or decision made in proceedings thereafter 
can be challenged before the Supreme Court under section 
10(1) of Ordinance, 1984. Though not referred to yet the 
principle aforesaid was followed by Sindh High Court in 
Muhammad Farooq's case PLD 1999 Kar. 246 holding a 
view that once a winding up order has been passed, all orders 
passed in proceedings thereafter shall fall under section 10(1) 
of the Ordinance and be appealable before the Supreme 
Court.”  
[Emphasis supplied] 
 
8. 
 
In the case of Diamond Industries (supra) the petitioner 
company was issued a show cause notice by the Securities and Exchange 
Commission of Pakistan (SECP) as to why an Inspector should not be 
appointed to investigate the affairs of the Company as it showed losses. 
C.A. No.1563/2014 etc. 
-: 12 :-
After hearing the Company, an order for appointing the Inspector was 
passed by the SECP. This order was challenged before the Appellate Bench 
of the SECP and was set aside. Later on, another show cause notice for the 
appointment of Inspector on grounds of deviation from memorandum of 
association, non-payment of return to shareholders, etc. was made which 
was rejected by the Appellate Bench of the SECP but maintained by the 
Company Judge of Peshawar High Court. A three-Member Bench of this 
Court dismissed the petition and declared as follows:- 
 
“4. 
In the case of Brother Steel Mills Ltd. and others v. 
Mian Ilyas Miraj and 14 others (PLD 1996 SC 543) and an 
unreported judgment in the case of Ch. Muhammad Hussain v. 
Pakistan Industries and Credit Investment Corporation Ltd. 
and others C.M.A. No. 943 of 2002 in C.A. No. 648 of 2002, 
decided on 25-7-2002), this Court has held that all orders 
passed under subsection (2) of section 10 of the Ordinance in 
exercise of original civil jurisdiction of the High Court as per 
provisions of section 15 of the Code of Civil Procedure 
(Amendment) Ordinance (X of 1980) are appealable before a 
Division Bench of the High Court. 
 
5. 
In the case in hand identical questions of law and fact 
are involved. The impugned order being an interlocutory in 
nature is governed by the aforesaid provisions of law 
against which an Intra-Court Appeal before a Division 
Bench is the only remedy.” 
[Emphasis supplied] 
 
9. 
 
In the case of Hata Spinning Mills (supra), an appeal was filed 
before this Court under Section 10(1) of the Ordinance against the 
winding up order passed by the Company Judge. The respondent had 
brought a winding up petition before the Company Judge contending that 
the appellant Company has failed to pay its debt and the petition was 
granted. The appellant Company appealed against this order which was 
dismissed by a two-Member Bench of this Court while holding that “the 
C.A. No.1563/2014 etc. 
-: 13 :-
opinion formed by learned Company Judge vide impugned judgment that it is just and 
equitable to wound up appellant company admits no interference in appeal by this Court.” 
In United Bank Limited’s case (supra), the appellant had extended a credit 
facility to a company which was later ordered to be wound up by the 
Company Judge. An order for the encashment of the bank guarantee was 
also made against which the appellant filed an appeal under Section 10(2) of 
the Ordinance in Karachi High Court which was dismissed and the order of 
the Company Judge was maintained. The appellant filed an appeal before 
this Court which was also dismissed by a three-Member Bench. However, 
there was no discussion regarding the scope of either Section 10(1) supra or 
10(2) supra in the judgment. In the case of Glorex Textile Limited (supra), 
the respondents had filed a winding up petition against the appellant on 
ground that the appellant had failed to pay the due amounts. The 
Company Judge allowed the petition and an appeal against the winding up 
order filed before this Court was dismissed by a three-Member Bench. The 
case of Sindh Tech. Industries Limited (supra) involved an appeal against 
the order of the Company Judge who had ordered the winding up of the 
appellant company on the ground that it had failed to repay the amount of 
the loan to the respondent. The appellant company contended that the 
winding up petition was not maintainable as the service of statutory notice 
under Section 306 of the Ordinance was not met. The High Court had 
repelled the contentions and the appellant company approached this Court. 
However, a two-Member Bench of this Court dismissed the appeal stating 
that the appellant company had failed to repay the loan and the winding up 
was just and equitable. 
10. 
 
In the case of Brother Steel Mills Limited (supra), a dispute 
arose amongst various families in the Ittefaq Group set-up and a 
memo of understanding was concluded between some of the families 
concerned for dividing the corporate assets of the Ittefaq Group. In respect 
of this settlement, respondents filed a. petition under Section 265(a)(ii) of 
C.A. No.1563/2014 etc. 
-: 14 :-
the Ordinance before the Lahore High Court praying for direction to the 
Corporate Law Authority to appoint Inspector to investigate the affairs of the 
petitioner-company and to submit a report. The appellants opposed but the 
Company Judge accepted the petition and ordered investigation in the affairs 
of the petitioner-company by Inspectors to be appointed by the Corporate 
Law Authority. This judgment was challenged in the Intra Court Appeal. 
The respondents had also filed a petition under Section 290 of the 
Ordinance before the Company Judge of the Lahore High Court. During the 
pendency of the main petition under Section 290 of the Ordinance, 
respondents filed an application under Section 292 of the Ordinance 
praying that the management of the Company may be replaced by an 
impartial board/administrator. This application was granted and the 
management of the petitioner company was suspended/removed and 
Inspector already appointed was appointed as Administrator to act as Chief 
Executive of the Company and perform functions of the management. A 
five-Member Bench of this Court, while discussing issues of jurisdiction, 
declared with regards to Section 10 of the Ordinance as follows:- 
 
“In the facts of the present case, section 10(1) of the 
Ordinance cannot be pressed in service because one of 
the preconditions for its applicability is that the company 
should have been ordered to be wound up. If no order for 
winding up of the company has been passed, section 
10(1) of the Ordinance will not be attracted…The 
provisions of appeal under section 483 of the Companies Act, 
1956 are completely different, which provide for appeals 
from any order made or decision given "in the matter of the 
winding up of a company". In the Ordinance, section 10(1) 
clearly provides that appeal can be filed against judgment or 
order where the company has been ordered to be wound up 
which is not as wide as under the Companies Act, 1956.  
 
5. 
The main question about maintainability of the 
appeals can be resolved by interpreting the provisions of law 
C.A. No.1563/2014 etc. 
-: 15 :-
quoted above. The present case will be governed by section 
10(2) of the Ordinance according to which except the cases 
mentioned in subsection (1), the appeal will lie in the "same 
manner" and "subject to the same conditions" under which 
appeals lie from any order or decision of the Court. This 
provision does not specify the forum in which the appeal is to 
be filed nor does it clearly state the conditions which will be 
attracted while challenging the order in appeal. It however, 
in clear terms states that the appeal will lie in the same way 
as appeal lies against an order of the Court. This  
provision confers a right of appeal against order 
and decision passed by the Company Judge in a case 
to which section 10(1) of the Ordinance does not apply. 
The words "manner" and "conditions" are comprehensive 
in meaning and wide in connotation to include the 
procedure to be followed in filing and hearing appeals, 
the period of limitation to be applied and the forum to which 
appeal would lie. It is by reference that provisions providing 
for filing appeal against an order of a Judge of the High 
Court passed in exercise of original civil jurisdiction are 
attracted…The first part of section 10(2) of the Ordinance 
confers a right to file appeal against any order or decision of 
the Company Judge. The forum, procedure, hearing and 
period of limitation for filing appeal have not been stated and 
will be regulated by such laws which apply to appeals filed 
against the order passed or decision made by a Single Judge of 
the Court.” 
[Emphasis supplied] 
 
11. 
 
Finally 
the 
case 
of 
Muhammad 
Din 
(supra) 
involved 
reconstruction/reorganization of a company. The Company Judge had 
disallowed the company from rechecking the accounts with the bank and 
an appeal against that order was filed before this Court, a two-Member 
Bench of which found as follows:- 
 
“7.  
Contention of the learned counsel for the respondent is 
valid as an appeal against an order of a learned company 
Judge is only competent where an order or decision has been 
made in proceedings when the company has already been 
C.A. No.1563/2014 etc. 
-: 16 :-
ordered to be wound up. In the case in hand there is no order 
of winding up of the company. The application out of which 
these proceedings arise was filed for reconstruction/re-
organization. For such purpose provision is provided in Part 
IX whereas the provision for winding up is in the Part XI of 
the aforementioned Ordinance, 1984. The two sets of 
provisions are separate and distinct. Therefore, appeal against 
the impugned order is not competent. Hence, it is dismissed.” 
 
12. 
 
There are various conflicting judgments on the interpretation of 
Sections 10(1) and (2) of the Ordinance, including judgments of this Court. 
At the risk of repetition, in Ibrahim Shamsi’s case (supra), a two-Member 
Bench of this Court held that Section 10(1) of the Ordinance applies to a 
winding up order as well as any order or decision made in the winding up 
proceedings after the Company has been ordered to be wound up. Thus, a 
winding up order as well as any order passed or decision made by the 
company judge after the winding up of a company shall be appealable before 
the Supreme Court instead of the Division Bench of the High Court. In 
Kamaluddin Qureshi’s case (supra), a three-Member Bench of this Court  held 
that Section 10(1) of the Ordinance applies only to a winding up order. 
Thus, only an order passed by the company judge for the winding up of a 
company shall be appealable before the Supreme Court. All other orders 
passed in the winding up proceedings whether before or after the winding 
up order shall be appealable before the Division Bench of the High Court 
under Section 10(2) of the Ordinance read with Section 3 of the Law 
Reforms Ordinance, 1972 and Section 15 of the Code of Civil 
Procedure (Amendment) Ordinance, 1980. As Kamaluddin Qureshi’s case 
(supra) was decided by a bench larger than Ibrahim Shamsi’s case (supra) and 
is also later in time, the ratio of the former would have prevailed over the 
latter and accordingly, the instant appeal would not be maintainable before 
this Court and the proper forum for the adjudication of the appeal would be 
the Division Bench of the High Court. However, a larger Bench was created 
C.A. No.1563/2014 etc. 
-: 17 :-
in order to re-consider the law on the subject and conclusively resolve the 
question posed.  
13. 
 
A plain and simple reading of Section 10(1) of the Ordinance 
reinforces the decision of this Court in Ibrahim Shamsi’s case (supra). It is a 
settled principle of interpretation of statutes that the words of a statute are 
to be given their plain and ordinary meaning. The use of the words “where 
the company ordered to be wound up” in Section 10(1) visualizes the 
passage of any “order” or “decision” passed or made at a time when the 
company has already been wound up. Contrary to the use of single term, the 
use of multiples like “order”, “decision” or “judgment” certainly covers a 
wider ambit and point to a scenario where different types of orders, not 
necessarily of winding up, might be challenged in appeal. The wisdom is 
apparent because after the winding up order, the Legislature did not seem 
to have intended to prolong the matters by allowing an intermediary 
remedy of intra-court appeal. Thus, a plain and ordinary meaning of 
Section 10(1) of the Ordinance provides that it applies to a winding up order 
as well as any order or decision made in the winding up proceedings after 
a company has been ordered to be wound up. Resultantly, a winding up 
order as well as any order passed or decision made by the Company Judge 
after the winding up of a company should be appealable before the 
Supreme Court instead of the Division Bench of the High Court. Section 
10(1) ibid refers to an appeal against “any” order, decision or judgment of 
the Court “where the company ordered to be wound up...” Two essential elements of 
Section 10(1) ibid are the use of the broad word “any” as qualifying “order, 
decision or judgment” and that such order, decision or judgment must have 
a nexus with “the company ordered to be wound up”.  
14.   
Petitions for winding up were (prior to the Act) ordinarily filed 
under Section 305 of the Ordinance. Its opening line reads “A company 
may be wound up by the Court” and provides the several circumstances in 
C.A. No.1563/2014 etc. 
-: 18 :-
which a company may be wound up. Section 314(1) of the Ordinance 
provides:- 
 
“314. Powers of Court on hearing petition.- (1) On 
hearing a winding up petition the Court may dismiss it with 
or without costs, or adjourn the hearing conditionally or 
unconditionally subject to the limitation imposed in section 9 
or make any interim order, or an order for winding up the 
Company or any other order that it deems just; but the 
Court shall not refuse to make a winding up order on the 
ground only that the assets of the Company have been 
mortgaged to an amount equal to or in excess of those assets, 
or that the Company has no assets.” 
[Emphasis supplied] 
 
The emphasized portion indicates the making of “an order for winding up of 
the Company or any other order that it deems just”. Section 314(5) of the 
Ordinance is also relevant which read as follows:- 
 
“(5) Where the Court makes an order for the winding up of a 
Company, it shall forthwith cause intimation thereof to be 
sent to the official liquidator appointed by it and to the 
registrar.” 
[Emphasis supplied] 
 
The result of the above provisions and discussion is that Section 10(1) 
supra enables appeals to the Supreme Court against a winding up order 
as well as any order or decision made in the winding up proceedings after 
a company has been ordered to be wound up. Resultantly, a winding up 
order as well as any order passed or decision made by a Company Judge 
after the winding up of a company shall be appealable before the Supreme 
Court instead of the Division Bench of the High Court. The fact that the 
word “any” is used as opposed to “an order” would point to a broader 
legislative intent. Also, the specific Sections of the Ordinance dealing 
with the winding up of a company, some quoted above, use the 
C.A. No.1563/2014 etc. 
-: 19 :-
language, without exception, “order” for the “winding up”. For Section 
10(1) ibid to include not only an “order” for the winding up of a company 
but “any order” and not only “any order” but also “any decision or 
judgment” of the High Court suggests that the intention may have been to 
reach not only a winding up order but also post-winding up orders.  
15. 
 
In light of the foregoing, we find that the ratio of the Ibrahim 
Shamsi’s case (supra) is good law, whereas that of Kamaluddin Qureshi’s 
case (supra) is not, the latter of which is hereby overturned. Having decided 
the question of maintainability in favour of the appellant, all these matters 
are hereby referred to a regular Bench which shall decide the same on merit 
in accordance with law.  
 
 
 
CHIEF JUSTICE 
 
 
 
 
 
 
 
 
 
 
 
 
 
JUDGE 
 
 
 
 
JUDGE 
 
 
 
 
JUDGE 
 
 
 
 
JUDGE 
Announced in open Court 
on 15.1.2019 at Islamabad 
Approved for reporting 
Waqas Naseer 
 
