Case Summary & Legal Holding

This judicial decision was delivered by the LAHORE-HIGH-COURT-LAHORE. The matter involves proceedings between Sardar AMBER MAQSOOD and FEDERATION OF PAKISTAN, PRIVATISATION COMMISSION PIACLHonorable Justice Jawad HassanNazakat Hussain Abbasi and Asif Mehmood,Barrister Haseeb Shakoor Piracha, officially reported as 2025 PLD 827. The court reviewed applicable Pakistani statutes, procedural requirements, and governing case-law authorities. The full text below contains the complete facts, arguments, and legal reasoning rendered by the honorable bench.

Full Judgment Text & Judicial Ruling

P L D 2025 Lahore 827 Before Jawad Hassan, J Sardar AMBER MAQSOOD---Petitioner Versus FEDERATION OF PAKISTAN, PRIVATISATION COMMISSION PIACL and others ---Respondents Writ Petition No. 2010 of 2024, decided on 27th June, 2025. (a) Privatization Commission Ordinance (LII of 2000)--- ----Ss.23 & 24---Privatization (Modes and Procedure) Rules, 2001, R.3---Privatization Commission (Hiring of Financial Advisors) Regulations, 2018, Regln. 3---Privatization Commission (Confidentiality and Secrecy of Documents) Regulations, 2003, Regln. 3---Pakistan International Airlines Corporation (Conversion) Act (XV of 2016), S. 3---Constitution of Pakistan, Arts.173 and 199---Privatization procedure of Pakistan International Airlines Corporation Limited, challenge to---Notice of intent to commence privatization and valuation of assets---Requirements---The petitioner filed 'pro bono publico' writ petition challenging the privatization process of Pakistan International Airlines Corporation Limited (PIACL), alleging non-compliance with the mandatory provisions of Ss. 23 & 24 of the Privatization Commission Ordinance, 2000, inasmuch as no lawful advertisement of intent was issued nor proper valuation of assets was undertaken, thereby rendering the entire exercise arbitrary, non-transparent, and violative of the fundamental right to information under Article 19-A of the Constitution---Nub of the matter was the determination as to "whether the process of privatization undertaken by the Privatization Commission was in conformity with Ss. 23 & 24 of the Ordinance 2000 and the Rules and Regulations framed thereunder or whether the same was tainted with arbitrariness, procedural impropriety or lack of lawful authority"---Held: There was no doubt that failure to comply with the procedural requirements of S. 23 of the Ordinance 2000 would have rendered the privatization process legally defective and open to judicial review---Bare reading of Ss. 23 of the Ordinance 2000read with S. 5(o) of the Ordinance 2000 made it abundantly clear that it was the duty of the Privatization Commission to invite open applications for the purpose of privatization, after consultation with the Federal Government, for making the process transparent and competitive by preventing favoritism and ensuring fair competition---It was evident from the record that the required newspaper advertisements were published in national newspapers "Daily Express", "Daily Jang" (Urdu Newspapers) and "Dawn" and "Business Recorder" (English Newspapers) on 02.04.2025---Notice of invitation was also got published in international dailies "Financial Times" (03.04.2024), "China Daily" (02.04.2024) and "The Wall Street Journal" (02.04.2024) by the Commission---The said advertisement was also got published on 15.04.2025 with at least thirteen days gap on "Daily Express", "Daily Jang" (Urdu Newspapers) and "Dawn" and "Business Recorder" (English Newspapers)---In this view of the matter, the record demonstrated that advertisement of privatization of the "PIACL" was issued in consultation with the concerned enterprise in accordance with requirement of the S. 23 of the Ordinance 2000---Moreover, the issuance of a formal valuation report was a condition precedent for the progression of the privatization process which ensured that the Commission, bidders, and the public were fully aware of the independently assessed value of the asset being privatized---It was evident from the notice of advertisements that the Privatization Commission had appointed EY Consulting LLC, as the Financial Advisor along with other consortium members to conduct the transaction---If S. 24 of the Ordinance 2000 was read with S. 23 of the Ordinance 2000 along with Ss. 5(o) & 5(p) of the Ordinance 2000, it transpired that Privatization Commission was empowered to evaluate the bids against the criteria fixed by it---Record was indicative of the fact that the Privatization Commission had appointed EY Consulting LLC, as the Financial Advisor to conduct the transaction in the prescribed manner after seeking proper approval from the Cabinet and hence this requirement was also fully met with by the respondents---Privatization Commission had duly conducted the process of privatization as per Ss. 23 & 24 of the Ordinance 2000---Regarding application of the petitioner seeking summoning and production of record pertaining to assets, valuation reports and financial particulars of PIACL regarding process of privatization, such request could not be entertained given the fact that such documents were confidential under Regln. 3 of the Privatization Commission (Confidentiality and Secrecy of Documents) Regulations, 2003---The process of privatization was strictly followed as per prescribed criteria, therefore, present petition was dismissed, in circumstances. (b) Competition Act (XIX of 2010)--- ----Ss. 3, 11 & 12---Privatization Commission Ordinance (LII of 2000), Ss.23 & 24---Privatization of Pakistan International Airlines Corporation Limited (the PIACL)---Competition Commission of Pakistan---Role, object and scope---In the privatization of the "PIACL"the role of Competition Commission of Pakistan (the CCP)is both pivotal and exemplary, reflecting its statutory mandate as an independent, quasi-judicial regulatory authority established under S. 3 of the Competition Act of 2010---The CCP's involvement in the acquisition of 100% shareholding of the PIACL by PIA Holding Company Limited (Holdco) underscores its critical function in scrutinizing mergers and acquisitions to prevent any appreciable adverse effect on competition within relevant markets. Dilsons (Private) Limited and others v. Security and Exchange Commission of Pakistan and another 2021 CLD 1317 ref. (c) Constitution of Pakistan--- ----Art.199---Constitutional jurisdiction of the High Court, invoking of---Public interest litigation---Locus standi---Scope---Public Interest Litigation is an extraordinary jurisdiction enabling the High Court under Article 199 of the Constitution to address questions of public importance involving the enforcement of fundamental rights of the public at large, particularly where disadvantaged or unorganized segments of society are unable to approach the Court themselves---Such jurisdiction has been exercised in matters of environment, human rights, detention, labour, prisoners, health, education, and transparency in governance---However, it is settled by now that Public Interest Litigation cannot be misused for private motives or publicity and the petitioner must establish bona fide intent supported by credible material to justify judicial intervention---Public Interest Litigation, though entertained with a liberal approach, must be founded upon some credible material demonstrating violation of law or infringement of fundamental rights---Mere bald assertions, unaccompanied by documents or evidence, cannot constitute a valid cause for invoking the extraordinary jurisdiction of the High Court under Art. 199 of the Constitution. Kakakhail Traders v. Province of Punjab and others PLD 2025 Lah. 630 ref. (d) Constitution of Pakistan--- ----Art.199---Constitutional jurisdiction of the High Court, exercise of---Non-functionality/non-existence of statutory forum to entertain statutory remedy provided by law---Scope and effect---Ordinarily when a statute provides for an alternate forum, a party must first exhaust such remedy before invoking constitutional jurisdiction---However, where the statutory forum is non-existent or has not been constituted, the litigant cannot be left remediless---The extraordinary jurisdiction of the High Court under Article 199 is therefore available in such exceptional circumstances to ensure that justice is not defeated merely on account of the failure of the executive to establish the requisite forum. Kakakhail Traders v. Province of Punjab and others PLD 2025 Lah. 630 ref. (e) Interpretation of statutes--- ----Preamble of a statute---Purpose, scope and significance---Preamble to a statute is though not an operational part of the enactment but it is a gateway, which opens the purpose and intent of the legislature, which necessitated the legislation on the subject and also sheds clear light on the goals which the legislator aimed to secure through the introduction of such law---The preamble of a statute, therefore holds a pivotal role for the purposes of interpretation in order to dissect the true purpose and intent of the law. Director General, FIA and others v. Kamran Iqbal and others 2016 SCMR 447 rel. Messrs Tradhol International SA Sociedad Unipersonal v. Ms Shakarganj Limited 2023 CLD 819; Abwa Knowledge (Pvt.) Ltd. and others v. Federation of Pakistan and others PLD 2021 Lah. 436; Chenab Flour and General Mills and others v. F.O.P through Secretary Revenue Division and others PLD 2021 Lah. 343; Messrs Jet Green (Pvt.) Limited v. Federation of Pakistan and others PLD 2021 Lah. 770; M.C.B. v. Adeel Shahbaz and others 2023 CLD 655; Pakistan Tehreek e Insaaf through Asad Umar v. Governor Punjab through Principal Secretary PLD 2023 Lah. 179 = PLJ 2023 Lah. 467; Messrs Bahria Town (Pvt.) v. District Consumer Court and others PLJ 2022 Lah. 199; PLD 2022 Lah. 488; F.O.P v. Nasir Munir Ahmed and others 2022 CLC 2072; Addl. Registrar Company v. Al-Qaim Textile Mills Ltd. 2021 CLD 931; Ch Fayyaz Hussain Wains v. Province of Punjab and others PLD 2022 Lah. 1 and Shaheen Merchant v. Federation of Pakistan and others 2021 PTD 2126 ref. (f) Privatization Commission Ordinance (LII of 2000)--- ----S. 5---Privatization Commission---Functions, objectives and purpose---Section 5 of the Privatization Commission Ordinance 2000 makes it abundantly clear that the Privatization Commission has been entrusted with a broad spectrum of functions---Its role is two-fold: firstly, to act as an advisory body to the Federal Cabinet by recommending policy guidelines, preparing comprehensive programmes, and suggesting necessary legislative or regulatory measures; and secondly, to serve as an implementing agency to plan, manage and control the privatization process once it has been duly approved by the Cabinet. (g) Privatization Commission Ordinance (LII of 2000)--- ----S.25---Privatization by the Privatization Commission---Scope, authority, and procedural compliance---The privatization policy aims to create a mechanism for generation of funds for the retirement of government debt while ensuring improvements in service and operational capacity of utilities in a transparent manner for effective management of domestic industry, greater domestic investment and economic growth---The objectives of privatization are to improve the operational efficiency and overall performance of entities, to reduce the fiscal burden of the Government, to promote and strengthen the capital market, the creation of a conducive economic environment and improve overall efficiency---The process of privatization is enshrined in S. 25 of the Ordinance 2000and the Privatization (Modes and Procedure) Rules, 2001---The Board of the Privatization Commission and the Cabinet Committee on Privatization determine the process after deciding one of the modes viz (i) sale of assets and business; (ii) sale of shares through public auction or tender; (iii) public offering of shares through a stock exchange; (iv) management or employee buyouts by management or employees of a SOE; (v) lease, management or concession contracts; (vi) any other method as may be prescribed---The objective of privatization is not merely profit-making, but to enhance productivity, attract investment, and reduce inefficiency in loss-making enterprises---It has also been acknowledged globally that privatization can bring about managerial autonomy and operational flexibility, enabling enterprises to compete in a globalized economy---These decisions affirm that privatization, if conducted within the framework of law and with appropriate safeguards, aligns with the constitutional mandate of economic development and public welfare---Therefore, rather than being viewed with skepticism, privatization deserves protection and support when it is pursued with accountability, fairness, and the broader goal of national progress. Dr. Akhtar Hassan Khan and others v. Federation of Pakistan and others 2012 SCMR 455 rel. (h) Constitution of Pakistan--- ----Art.199---Privatization Commission Ordinance (LII of 2000), S.25---Constitutional jurisdiction of the High Court in matters relating to 'privatization policy' and 'economic and commercial matters'---Judicial overreach---Scope---Protection of foreign investment in Pakistan---Constitutional courts must exercise judicial restraint in economic and commercial matters, particularly in relation to the privatization policy, to prevent disruption of national economic objectives and divestment from loss- making State-Owned Enterprises---High Court cannot ignore the instances of judicial overreach wherein extensive interference by courts in contractual and investment matters has, over time, contributed to uncertainty in the regulatory landscape, adversely affecting Pakistan's ability to attract and retain foreign investment---Investor confidence, both domestic and international, hinges upon the predictability and stability of legal framework---The Constitutional courts of Pakistan must exercise judicial restraint in matters that impact foreign investment in Pakistan---The role of Courts in matters of economic policy is necessarily limited---The judicial review of economic decisions is confined to assessing whether the policy is arbitrary, irrational, discriminatory, or violative of constitutional mandates---The wisdom of privatization and the decision to open certain sectors to foreign investment, lies primarily within the competence of the elected branches of Government, provided the process complies with the law and respects Constitutional boundaries. The Commissioner Inland Revenue and others v. Mekotex (Pvt.) Ltd. and others PLD 2024 SC 1168 and Dr. Akhtar Hassan Khan and others v. Federation of Pakistan and others 2012 SCMR 455 rel. M.C.R. (Pvt.) Ltd. Franchisee of Pizza Hut v. Multan Development Authority and others 2021 CLD 639; China Harbour Engineering Company Ltd. and others v. Z. Z. Enterprises and others 2024 CLD 917 and Messrs 5 H Insaat Ve Ticaret Anonim Sirketi v. Secretary Local Government and others 2025 CLD 813 ref. (i) Constitution of Pakistan--- ----Art.199---Constitutional jurisdiction of the High Court---Judicial restraint in matters relating to Government's economic and privatization policies---Scope, purpose, limits and concept---In the absence of any glaring illegality, or violation of fundamental rights, the Courts must exercise judicial restraint for passing any adverse order, which can potentially hinder or nullify any government initiative to encourage and promote the investment process because judicial restraint encourages the judges to exercise their powers with restraint and wisdom and to limit the exercise of their own powers to intervene in the matters relating to policy of the Government having financial perspective and outcome and exercise---Under Art. 199 of the Constitution, the Court is thought competent to exercise the power of judicial review to examine administrative actions from the touchstone of violation of law and breadth of the Constitution, yet the power of judicial review is regulated by the principle of judicial restraint, the purpose and extent of which has already been discussed supra---While using powers under Art. 199 of the Constitution relating to a policy of the Government with financial layout and implications, the Court exercises the power of judicial review with judicial restraint as a substantive approach to interfere in such matters within the contemplation of judicial review while exercising Constitutional jurisdiction. Dossani Travels (Pvt.) Ltd. and others v. Messrs Travels Shop (Pvt.) Ltd. and others PLD 2014 SC 1 rel. Muhammad Azam v. Province of Punjab and others 2022 CLC 532; Muhammad Umais v. Cantonment Board Rawalpindi and others PLD 2022 Lah. 148 and Syed Faisal Mehboob v. Federation of Pakistan and others 2022 CLC 1153 ref. Nazakat Hussain Abbasi and Asif Mehmood for Petitioner. Barrister Haseeb Shakoor Piracha, Additional Attorney General with Barrister Zain Mansoor, Assistant Attorney General and Barrister Raja Hashim Javed, Assistant Advocate General for Respondents.. Barrister Sardar Kalim Ilyas, Advocate Supreme Court with Barrister Minaal Tariq for Respondent No.2. Barrister Pirzada M. Aurang Zaib with Wajih Hassan Pasha, Safdar Shaheen Pirzada, Advocate Supreme Court, Maham Jamal and Muhammad Talib Shahzad for Respondent No.5. Haroon Abbasi, DGM Legal PIACL for Respondent No.6. Dr. Kabir Ahmed Sidhu, Chairman and Barrister Ambreen Abbasi, Senior Legal Advisor on behalf of Competition Commission of Pakistan. Dates of hearing: 19th, 25th and 27th June, 2025. JUDGMENT JAWAD HASSAN, J.---This judgment will examine Privatisation Policy, Privatisation Programme and Privatisation Process in the light of certain provisions of Privatization Commission Ordinance, 2000 (the "Ordinance") and the Privatization Commission (Amendment) Ordinance, 2023 (the "Amended Ordinance") along with provisions of The Privatization (Modes and Procedure) Rules, 2001 (the "Rules, 2001"), Privatisation Commission (Government to Government Agreement Mode-Manner and Procedure) Rules, 2023 (the "Rules, 2023"), Privatisation Commission (Valuation and Property) Rules 2007 (the "Rules 2007"), Privatisation Commission (Hiring of Financial Advisers) Regulations, 2018 (the "Regulations, 2018"), Privatisation Commission (Hiring of Valuers) Regulations, 2001 (the "Regulations, 2001"), The Privatisation Commission (Confidentiality and Secrecy of Documents) Regulations 2003 (the "Regulations of 2003") and The Pakistan International Airlines Corporation (Conversion) Act, 2016 (the "Conversion Act of 2016") as through the petition in hand, a challenge is made to the procedure provided under Sections 23 and 24 of the "Ordinance" qua privatization of Pakistan International Airlines Corporation Limited (the "PIACL"). I. OVERTURE OF THE CASE 2. This petition, pro bono publico, was filed by the Petitioner, a practicing advocate, seeking directions to the Secretary of the Privatization Commission (the "Privatisation Commission")/Respondent No.2, Secretary Aviation, Government of Pakistan (the "Respondent No.3") and Pakistan International Airlines Corporation Limited through its Chief Executive (the "Respondent No.4") to ensure strict compliance of statutory requirement envisaged under Sections 23 and 24 of the "Ordinance". During the pendency of this writ petition, the Petitioner also filed C.M.No.01 of 2025 for summoning of record qua evaluation of the "PIACL" assets under Article 19A of the Constitution of Islamic Republic of Pakistan, 1973 (the "Constitution"). Though notice, in the above said application, was issued to the other side yet the same remained pending which is now being decided today through this judgment. II. PETITIONER'S SUBMISSIONS 3. Learned counsel for the Petitioner inter alia argued that neither the "Privatisation Commission" published notice of intent to privatize the "PIACL" as per mandate of Section 23 of the "Ordinance" nor its assets were properly evaluated in terms of Section 24 of the "Ordinance"; that the "Privatisation Commission" is legally bound to conduct the process of privatisation of the "PIACL" in a transparent and fair manner; that the Respondents have failed to provide complete evaluation reports along with details of properties and complete assets of the "PIACL" and non-disclosure of the same, renders the entire process arbitrary and unlawful; that non-provision of such details constitute an essential part of assets of the "PIACL" being privatized; that the principle of transparency requires disclosure of complete evaluation record of the "PIACL" domestic as well as international, failure to do so constitutes a violation of the fundamental right to information guaranteed under Article 19-A of the "Constitution". He has relied on "Arshad Waheed v. Province of Punjab and others" (PLD 2010 Lahore 510). III. SUBMISSIONS OF FEDERATION/RESPONDENT NO.1. 4. Barrister Zain Mansoor, Assistant Attorney General submitted that this petition is liable to be dismissed on the ground that it does not disclose any action or violation of law and that it was also not properly documented. IV. SUBMISSION ON BEHALF OF PRIVATIZATION COMMIS- SION (RESPONDENT NO.2) 5. Barrister Sardar Kalim Ilyas, ASC inter alia submitted that no violation of any law/rules have been committed rather all the necessary requirements have been fulfilled; that the requirement of Section 23 of the "Ordinance" was fully met with by the "Privatisation Commission" as intent of "PIACL" privatization was given by the "Privatisation Commission" in consultation with the Federal Government vide advertisement dated 02.04.2024 in three international dailies i.e. "Financial Times", "China Daily" and "The Wall Street Journal" and four national newspapers (English and Urdu) i.e. "Business Recorder", "Dawn", "Daily Express" and "Daily Jang" (Annex-A to C); that this was also published on official website of PPRA and same was re-advertised on 15.04.2024, extension whereof was also advertised on 03.05.2024; that Financial Advisor Ernst and Young Consulting LCC, Dubai was appointed by the "Privatisation Commission" strictly as per Section 24 of the "Ordinance" for evaluation of "PIACL" local and international assets and such evaluation is still under process and same will be submitted to the "Privatisation Commission" for review and necessary approval. In order to strengthen aforesaid submission, he has referred to Section 3 of the "Rules, 2001", Rule 4 of the "Rules, 2007" and Regulation 3 of the "Regulations, 2018". 6. Barrister Minaal Tariq has adopted the arguments of Sardar Kalim Ilyas, ASC and argued that the Petitioner has wrongly cited the case law reported in "Dr. Akhar Hassan Khan v. Federation of Pakistan etc." (2012 SCMR 455) wherein the powers of the executive to enter into contracts and discouraged the use of judicial review in the policy making domain of the executive have specifically been upheld. Barrister Minaal Tariq further argued that this petition is devoid of merit and liable to be dismissed, as the privatisation process of the "PIACL", which forms its basis, has concluded with the rejection of bid and consequently, the privatisation proceedings stand annulled, rendering the Petitioner's cause of action as infructuous. She added that the Supreme Court of Pakistan in various judgments has held that a public interest litigation must transparently establish bona fides and should not be driven by private or vested interests, but must evidently seek to advance public welfare and interest. She has placed reliance on "Premier Battery Industries v. Karachi Water and Sewerage Board" (2018 SCMR 365), "Muhammad Shafique Khan Swati v. Federation of Pakistan etc." (2015 SCMR 851), "Echo West International v. Government of Punjab etc." (PLD 2009 SC 406) and "Moulvi Iqbal Haider v. Capital Development Authority etc." (PLD 2006 SC 394). While relying on the principles enunciated in aforesaid judgments, Barrister Minaal Tariq stated that this petition is liable to be dismissed for lack of bona fides and for its apparent purpose to impede the privatisation process of "PIACL" because this petition does not qualify as public interest litigation, as opposing the privatisation of a loss-making entity, in line with the Federal Government's economic policy aimed at economic revival and improving the investment climate, does not advance public interest or welfare. She further added that the privatisation of "PIACL" is being carried out under the constitutional mandate enshrined in Article 173 of the "Constitution". While making reference to Pakistan International Airlines Corporation (Conversion) Act, 2016 (the "Act of 2016"), she emphasized that the "PIACL" was transformed from a statutory corporation into a public limited company, wherein approximately 96% of the shares are held by the Federal Government and under Article 173 of the "Constitution", the executive authority of the Federation encompasses the power to enter into contracts and dispose of government property, which includes State-Owned Enterprises such as "PIACL". V. SUBMISSIONS ON BEHALF OF SECRETARY AVIATION (RESPONDENT NO.3) 7. Barrister Haseeb Shakoor Piracha, Additional Attorney General objected to maintainability of this petition on the grounds that the Petitioner is not an aggrieved person and that the Secretary Aviation is neither proper nor necessary party as the process of privatization of "PIACL" is being undertaken by the "Privatisation Commission" under the "Act of 2016" and the "Ordinance". VI. SUBMISSION OF PAKISTAN…

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