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IN THE LAHORE HIGH COURT, LAHORE

C. M. No. ___________/2008
In
C.O. No. 35/2006

Mian Waqar-ud-Din etc.


Versus
United Industries Ltd. etc.

Application under Section 151 of CPC read with all other


enabling provisions of law.

Respectfully submitted:

1. That the present Applicants are four out of eight directors of the Respondent No. 1
Company.

2. That one of the grievances urged by the Applicants before this Honourable Court
in the titled petition concerns the fraudulent acquisition by Respondent No. 2 of
the 2% shares held by the Ghee Corporation of Pakistan so as to attempt to upset
the parity of the shareholding between the Applicants and the Respondents. Be
that as it may the Applicants hold 49% of the equity of Respondent No. 1 as
reflected in the books of the Company.

3. That as per the unaudited balance sheet for the year ended June 30, 2007 filed by
the Respondent Company before this Honourable Court the Company had made
after-tax profits of Rs. 416,129,832/-.

4. That since 30th June, 2007 a further period of eleven months has elapsed with
further accrual of large profits.

5. That the large cash flow and profit generated by the Respondent No. 1 Company
remains under the exclusive control of Respondent Nos. 2 and 3. The fact of
misfeasance on the part of the said two Respondents through suppression of
production and generation of unaccounted for wealth stands amply established
before this Honourable Court.
6. That despite the best efforts of this Honourable Court as well as the
Petitioners/Applicants it has not proved possible to conclude the hearing in the
titled matter. In the meanwhile, Respondent Nos. 2 and 3 continue to deprive the
Applicants of all their rights as shareholders and Directors of the company and are
running the company as if it were Respondent No. 2's personal fiefdom. It may
also be noted that no meaningful cost data is being provided to the Applicants as
was desired by this Honourable Court through its order dated 29-6-2007. The
entire object of seeking the cost data was to enable the Applicants to verify the
expenditure made by the Respondents. The so-called cost data provided by the
Respondents is completely useless in enabling the Applicants to carry out any
verification. In particular, the Respondents have refused to provide the per unit
cost of packing and raw materials being purchased by the Respondents.
Furthermore, the per unit selling price is not being provided by the Respondents.
The application for the appointment of a Provisional Manager is already pending
before this Honourable Court.

PRAYER

In view of the foregoing, it is respectfully prayed that the Respondents be directed


to:

a) provide the quarterly profit and loss accounts for the period since 30th
June, 2007 forthwith.
b) the Respondent No. 1 Company be directed to pay as dividend to the
shareholders the profits earned by the Respondent No. 1 Company for the
year ended 30th June, 2007.
c) pay as dividend to the shareholders of the company all other accumulated
profits of the Respondent No. 1 Company.
d) direct that the Petitioner No. 1 shall be a co-signatory as regards the
operation of all of the bank accounts of the Respondent No. 1 Company.

Any other order deemed just and fair by this Honourable Court may also kindly
be made.

APPLICANT
(Mian Waqar-ud-Din)

Through

SALMAN AKRAM RAJA


Advocate Supreme Court
M.A. (Cantab), LL.M (London)
LL.M (Harvard)
PLH No. 3960

Filename: (Sohail) D/Application-Mian Waqar-4


IN THE LAHORE HIGH COURT, LAHORE

C. M. No. ___________/2008
In
C.O. No. 35/2006

Mian Waqar-ud-Din etc.


Versus
United Industries Ltd. etc.

AFFIDAVIT OF: Mian Waqar-ud-Din, S/o Rafi-ud-Din,


92-G, Gulberg-III, Lahore.

I, the above-named deponent do hereby solemnly affirm and declare that the contents of
the accompanying application are true and correct to the best of my knowledge and belief
and that nothing has been concealed therefrom.

DEPONENT

VERIFICATION

Verified on oath at Lahore on this _____ day of _________, 2008 that the contents of the
above affidavit are true to the best of my knowledge and belief and that nothing has been
concealed therefrom.

DEPONENT