In the space of a few years, the Pearl Continental group has appeared before the courts on two very different fronts. One is a workers' referendum that has been stalled since 2017. The other is a fight over ownership of the company that runs the hotels, which began as a loan.
Part One: The Referendum That Never Happened
The first case is a labour matter. A referendum to determine the collective bargaining agent for the Pearl Continental establishment had been pending since 2017. An officer authorised by the National Industrial Relations Commission stopped it. The union came to the Islamabad High Court under Article 199 of the Constitution and, in Pearl Continental Hotels Labour Union v. NIRC (Writ Petition No. 706 of 2022), Arbab Muhammad Tahir, J. dismissed the petition.
His reasoning was orthodox. Section 58 of the Industrial Relations Act, 2012 provides an appeal to the Full Bench of the Commission against an order of a Bench, and by the deeming rule in section 56(2), the authorised officer's order counted as such an order. The Full Bench was, by then, available and functioning. Where a statute provides an adequate remedy, the writ court does not ordinarily allow a litigant to leapfrog it.
That much is settled and unremarkable. What the judgment did not dwell on is the qualification our own Supreme Court has attached to the rule. In Murree Brewery Co. Ltd. v. Pakistan (PLD 1972 SC 279), the existence of an alternate remedy was held to be a matter going to the discretion of the High Court, not to its jurisdiction, and one that yields where the alternate remedy is not adequate or efficacious. In Khalid Mehmood v. Collector of Customs (1999 SCMR 1881), the bar was held not to apply where the impugned act is wholly without jurisdiction.
There is at least one reported instance, in the same field, of a court doing exactly the opposite of what happened here. In Gulzar Ali v. Full Bench of NIRC (C.P. No. D-2951 of 2017), the Sindh High Court entertained a petition even though a section 58 appeal was already pending, because the Full Bench was not available to hear the matter and interim protection could not wait; it directed the Commission to decide within sixty days. The lesson of that decision is that the availability of the statutory forum, not its mere existence on paper, is what governs.
Part Two: The Loan That Became a Contest for Control
The second case has nothing to do with unions. It concerns Pakistan Services Limited, the listed company that owns and operates the hotels, and it began, on the record now public, as a loan. By late 2024, the company was under strain: PACRA had marked it down to "B" with a negative outlook and the auditors had recorded a going-concern uncertainty.
On 11 July 2025, its chief executive entered into a Share Repurchase Agreement. According to the petition since filed before the Islamabad High Court, and reproduced in the company's own notice to the Pakistan Stock Exchange, 5,218,819 shares were transferred to a financier "as security against a loan of Rs. 3,638,862,500," and clauses 4.2.1 and 7.r of that agreement barred those shares from being sold, assigned or disposed of to any third party. These are averments made on the record, verified and supported by the petitioners' documents, and not press speculation, though whether they are made out is for the Court to decide.
Within days, the shares had moved. On 14 July, AKD Group and its brokerage acquired 9,089,651 voting shares, being 27.95 per cent, at Rs. 700. On 15 July, a purchaser named Dawood Jan Muhammad acquired 9,107,800 voting shares. On 13 October, Thatta Cement acquired 9,107,800 voting shares at Rs. 710 and disclosed the purchase under section 110 of the Securities Act, 2015. The dispute is now before the Islamabad High Court as Companies Original Jurisdiction No. 17 of 2025. By an order dated 28 November 2025, the Court directed status quo, suspended the extraordinary general meeting and the fresh election of directors, and restrained any further transfer of the disputed shares.
The legal spine of that dispute is a single question of characterisation. If the arrangement was a pledge, the Contract Act, 1872 controls. Under section 172, a pledgee takes only a special property—a security interest and not ownership. Under section 176, he may, on default, either sue and retain the security or sell it after reasonable notice, and no more. Under section 177, the pledgor may redeem until the actual sale. A transfer to a third party, before any default and against an express bar, is not a permitted mode of enforcement.
If, on the other hand, the instrument passed title—a sale in substance with a right of repurchase—then the financier was an owner who could pass ownership on, and the transferor is left to sue for damages. The instrument is not public, and the description of the affair as a "takeover" quietly assumes the point that has to be decided.
Two further points deserve more attention than they have had. First, even if the petitioners win, their remedy is rectification of the register under section 126 of the Companies Act, 2017, and here a structural problem intrudes. In Abdul Razzaq v. Registrar of Companies, the Supreme Court accepted that a court may order a company to correct its own Register of Members but cannot order the Central Depository Company to reverse the electronic record, which the depository law protects with a finality provision. The result can be two registers telling two different stories: one on the company's books and another in the system through which the shares actually vote and trade.
Second, the petition also invokes section 286 of the Companies Act, the oppression remedy, which lies before the Court in its company jurisdiction and carries wide remedial powers—wider than the law of pledge alone—because it permits orders that reach into the conduct of the company's affairs and the disputed shares themselves.
There is also a regulatory question standing to one side. Under the takeover regime of 2017, an acquisition beyond thirty per cent, or of control, triggers a mandatory public offer to remaining shareholders. Persons acting in concert are aggregated, so whether two near-identical purchases a day apart were a concert, and whether the minority were owed an offer, is a fair question to ask.
There is a forum point here too, and it is the one that ties this case to the first. A writ under Article 199 does not lie against private persons. Since Salahuddin v. Frontier Sugar Mills and Distillery Ltd. (PLD 1975 SC 244), a company under the ordinary law is not amenable to writ jurisdiction unless it performs State functions, is State controlled and is State funded, and the acquirers here are none of those things. A constitutional writ to strip them of their shares would not be maintainable, which is precisely why the contest proceeds as a company petition under sections 126 and 286, with the regulators joined.
The Thread That Joins Them
Set side by side, the two cases are a study of the same boundary from opposite directions. In the labour matter, the constitutional door was shut because a statutory remedy existed. In the corporate matter, the constitutional door was never open against the real adversaries because they are private parties. In both, the substance waits while the forum is settled. That is the theme worth holding on to, because a legal system reveals its priorities in how it treats the threshold, and ours has a habit of spending its energy there.
My Opinion
On the labour case, I think the dismissal was lawful but not the best that could have been done—and the difference matters. Maintainability is a question of law, and the exceptions to the alternate-remedy rule were available to be argued. If section 58 does not even provide an appeal against an order that merely halts a referendum, the order is open to challenge as one passed without jurisdiction, and Khalid Mehmood tells us the bar does not protect such an order. The right to organise and to choose a bargaining agent engages Article 17, which is a further reason for the writ court to look rather than turn away.
There is also a practical truth the orthodox approach ignores. The Full Bench is not the last stop; its own orders are amenable to writ, as the Islamabad High Court accepted in Allied Bank Ltd. v. Full Bench NIRC (Writ Petition No. 1493 of 2025). Sending the union back to the Full Bench therefore does not take the High Court out of the picture. It only postpones the High Court, after more years are lost, and adds one more file to a queue that ends at its own door.
The better order, in my view, was not to decide the referendum, which is not the writ court's task, but to admit the petition, issue notice, take a written reply, frame the real questions of law and then, treating the matter as one for mandamus, direct the Full Bench to decide the pending appeal expeditiously in light of those questions. That is not an invention. It is what the Sindh High Court did in Gulzar Ali, and it is what Murree Brewery permits when the internal remedy has plainly not been efficacious—a description that fits a referendum frozen for the better part of a decade.
On the corporate case, my sympathy on the law lies with the borrower, with the caveat that the agreement is not public and the facts on the ground favour the other side. Security is security. If the shares were pledged under an agreement that expressly forbade their transfer, then their sale to outsiders a few days later, before any default, is difficult to defend under sections 172 to 177 of the Contract Act, and the short interval between the bar and the breach is not easy to explain innocently.
The harder truth is that possession, the votes and the register are already with the acquirers, and a buyer who paid value through the depository has a real claim to good title. The case will turn on two dry findings: whether the instrument was a pledge or a genuine sale, and whether any rectification under section 126 can be made to reach the electronic register despite Abdul Razzaq. If I were advising on the case, I would lead with the oppression jurisdiction under section 286 rather than the law of pledge, because it is the route that carries remedies capable of actually restoring control.
The two cases leave me with the same discomfort, which is the reason I have put them together. In each, a court had the tools to reach the substance and, in the labour matter at least, chose the threshold instead. Forum rules exist to send disputes to the right place, not to keep them from being decided at all. A referendum that has waited since 2017, and a company whose control changed in seventy-two hours, both deserved to be met on their merits rather than managed on their maintainability. Whether our courts are willing to use the discretion the Supreme Court has given them, rather than retreat behind it, is the question that sits underneath both files.