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Constitutional Petition No.D-359 of 1986, decided on 25th March, 1987.

---Arts.4 & 6--Econpmic Reforms Order (1 of 1972), Art.7-B [as inserted by Economic Reforms (Amendment) Act (LXIV of 1973)]- Disinvestment of shares in managed establishment--Offering to transfer proprietary interests in each and every case to specified persons not obligatory on Federal Government--Decision as to whether it was in he public interest to disinvest shares lies with the Government--Court would not decide that it was in the public interest to transfer the shares to the petitioners--No clog on powers of Federal Government to dispose of .proprietary interests to any person other than the specified person--Government having acquired the shares of full proprietary rights under a statute, having become absolute owners of property and petitioners 'having received compensation for the same, action taken in pursuance of President's Order 1 of 1972 could not be challenged after the lapse of about 15 years--Government, held, was free to sell the property to any person and President's Order 12 of 1978 did not bind the Government to sell the proprietary rights only to specified persons.

Azizur Rehman Chaudhry v. M. Nasiruddin and others P L D 1965 S C 236. ref.

P L D 1966 S C 639 held not applicable.

--Equal treatment--Generality in relation to classification was a rule but there can be legislation in regard to individual also if same was not discriminatory--No room for drawing an adverse inference on a matter which exclusively pertained to the legislative field for determination of which judicial power could not be exerted.

Fauji Foundation and another v. Shamimur Rebman P L D 1983 S C 457 ref.

---Art.199--Transfer of Managed Establishments Order (12 of 1978), Arts.4 & 6--Economic Reforms Order (1 of 1972),Art.7-B-- Disinvestment of shares--Petitioners receiving compensation, signing all documents and releases as well as acknowledgements in relation to acquisition of shares and receipt of compensation--Financial, physical as well as mechanical structure of Mill in. question undergoing a very substantial change after it was taken over--Government having decided to disinvest shares of establishment, petitioners, held, were at liberty to bid for shares and to acquire same through competitive rates- Government, however, was not bound to accept offer made under Art.4 of President's Order 12 of 1978.

Raja Qureshi for Petitioners.

Muhammad Ali Sayeed, Zaheeruddin Khan and Muhammad Iqbal for Respondents.

Date of hearing: 4th March, 1987.

--The petitioners set up a Company under the name and style of Hyesons Steel Mills Ltd. The said Mills manufactured iron and steel products. On 1-1-1972 the President's Order No.l of 1972, the Economic Reforms Order, 1972 was promulgated and the Mill of the petitioners was taken over by the Government under the said Order. Originally under Article 5 of the said Order no compensation was payable for termination of any office by virtue of the question of the provisions of the said Order. However, subsequently under Article 7-C it was provided that on acquisition of the shares of proprietary interest by the Federal Government a compensation was payable to the shareholders or the owners and such compensation was to be on the basis of principles set out: in the second schedule which was also inserted by 'the amendment. The President's Order No.l of 1972 was protected under the Constitution of 1973. On 16-9-1978 President's Order No.12 of 1978 was promulgated and named as "Transfer of Managed Establishments Order 1978" and provided for transfer of shares and proprietary interest acquired under Article 7-B of the original "Economic Reforms Order, 1972". In pursuance of Article 7-B of the Economic Reforms Order, 1972 the Board of Industrial Management issued compensation bond to the petitioners as well as other shareholders in 1975. The Mill has now been renamed as Karachi Pipe Mills Ltd. An advertisement has appeared in the daily 'Dawn' dated 21-3-1986 seeking sealed bids from interested parties for outright purchase of the entire shareholdings of the Federal Government. It is also stated that the Mill known as "Ittefaq Foundry" located in Punjab was owned by the present -Chief Minister of. Punjab. This mill was also taken over under President's Order No.l of 1972 but subsequently it was dealt with under "Transfer of Managed Establishments Order, 1978".

2. Parawise comments on behalf of Respondent No.l have been furnished. It has been stated that former shareholders who hold 90476 shared of the Company which shares were acquired by the Government, Have received compensation bonds on the value of Rs.40, 30, 705/80 and these compensation bonds were handed over to the former shareholders after they had refunded to the Company a sum of Rs.7, 37, 341/92 in settlement of the net amount receivable by the said Company from the former owners. In 1980 the capital of the Company was increased to Rupees 20 million of which Rs.15 million were retained by the State Engineering Corporation Ltd. and the remaining R.5 million was offered to the public. The mill originally had two units, one having a German plant and the other having an American Plant. The German plant is of, 1954 vintage and is obsolete and not economically operational. The American plant which was installed in 1965 has a single shift operating capacity of 9000 MT per annum. Moreover, the capital structure of the, Company, has undergone a major change.

3. We have heard the learned counsel for the parties. . Here we may point out that the respondents have not furnished any comments with regard to the allegation of the petitioners that Ittefaq Foundry Lahore and Nowshehra Engineering Works have been returned to their respective owners.

The principal contention of the learned counsel for the petitioners is that the Federal Government is bound to offer for the transfer of proprietary interest in respect of managed establishment acquired by it under Article 7-B of the Order.

4. In order to appreciate the contention the relevant provisions of the President's Order No.12 of 1978 have to be considered. Article 4(1) provides that the Federal- Government may, if it considers necessary in the national interest so to do, through a public notice offer to transfer the shares proprietary interests in respect of the managed establishment acquired by it under Article 7-B of the said Order, to the person specified, and on the terms set out in the Schedule. Clause (2) provides that if the Order made under clause (1) is not accepted by any person within a period of 21 days, the Federal Government may retain the shares or proprietary interests offered to such person or dispose of them in' any manner it may deem fit, and such person shall have no right whatsoever in respect of such shares or proprietary interests. Under clause (3) if the offer is accepted the Federal, Government shall transfer the proprietary interests to the company or other person from whom the proprietary interests were acquired under Article 7-B. Under Article 6 of the Government shall cancel the orders made by it under clause (1) of Article 4 and clause (1) of Article 7-E of the said Order in respect of the managed establishment, and under clause (2) of Article 6 upon the issue of an order under clause (1) in respect of a managed establishment, the administration of the affairs of the establishment shall subject to the rules made under this Order stand transferred. It is not disputed that the petitioners are specified persons. Mr. Muhammad Ali Saeed has submitted that the provisions of the President's Order N'o.12 of 1978 are enabling in character. If an offer has been made in accordance with Article 4 of this Order only then the other provisions of this Order would be applicable. On the other hand it has been submitted by the learned counsel for the petitioners that the Federal Government is bound to issue a' public Notice and offer the transfer of shares to the specified persons. A perusal of Order 12 of 1978 would make it clear that the word 'may' has been used in it. It is not obligatory on the Federal Government to offer in each and every case .to transfer the proprietary interests to the specified persons. It is the sweet will of the Federal Government to make such an offer but this order does not cast a duty on the Federal Government to transfer the shares to the specified persons. It is for the Government to decide whether it is in the public interest to disinvest the shares. The petitioner could not be sole judge to such issue. The Court will also not decide that it is in the interest to transfer the shares to the petitioners. There is no clog on the powers of the Federal Government to dispose of the proprietary interests to any person other than the specified person. The Government had acquired the shares with full proprietary rights under a statute. That statute had the constitutional protection. The petitioner had received the compensation. The Federal Government became the absolute owner of the property and, therefore, the action which was taken in pursuance of the President's Order No.l of 1972 cannot be challenged after the lapse of about 15 years. The Government is free to sell the proerty to any person and President's Order No.12 of 1978 does not bind the Government to sell the proprietary rights only to specified persons. It has been held in the case op Azizur Rehman Chaudhry v. M. Nasiruddin and others P L D 1965 SC 236 that action taken-and completed long before Constitution of Pakistan 1962 came into force would not be lightly interfered with by Courts particularly when such interference would create further chaos in, management of company affected by Order.

Learned counsel for the petitioners has referred to P L D 1966 S C 639 but the authority is inapt to the facts of the present ' case.

It is next contended that equal treatment has not been given to the petitioners as some concerns have been returned to their original owners. Petitioners have mentioned the names of the concerns in their petitions. A complete answer to this can be found in the case of Fauji Foundation and another v. Shamimur Rehman P L D: 1983 S C 457. In this authority it has been observed that generality in relation to classification is a rule but there can be legislation in regard to individual also if same is not discriminatory. This would not violate the equal protection clause. It has been further held that legal justification for issuing legislative instrument is a matter solely within competence of Legislature or law given which cannot be judicially reviewed. There is no room left for drawing an adverse inference on a matter which exclusively pertained to the legislative field for the, determination of which the judicial power could not be exerted.

Even on merits the petitioners have no case. As observed earlier the petitioners have received compensation. They had signed' all the documents and release as well as acknowledgement in relation to the acquisition of shares and receipt by them of compensation. In 1980 the capital of Company was increased to Rs.20 million of which Rs.15 million were retained by the State Engineering Corporation Ltd. and the remaining Rs.5 million were offered to the public. The capital structure, the assets as well as the activities of the Company have undergone a major change. It has been stated in the comments that the mill originally had two units, one having a German plant and the other having an American Plant. The German plant is of 1954 vintage and is obsolete and not economically operational. In 1984 the Management imported and installed a Japanese Plant to manufacture to 1 diameter pipes with an operating capacity of 7500 MT per annum on a single shift. The financial, physical as well as mechanical structure of the mill in question has undergone a very substantial change and it is more or less a different unit now. The Government has decided to disinvest the shares in question. The Petitioners are at liberty to bid for the shares and to acquire the same through competitive' rates. Additionally the Government is not bound to accept the offer made under Article 4 of President's Order No.12 of 1978.

The petition has no force, the same stands dismissed without any order as to costs.

S.Q /K-11/ K Petition dismissed.

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