Qatar Lubricants Company W.L.L through Ashfaq Ahmed Jalal & 1 Other Vs Atif Naeem Rana & 4 Others

Stereo. H C J D A-38.

JUDGMENT SHEET

IN THE LAHORE HIGH COURT, LAHORE

JUDICIAL DEPARTMENT

C.M. NO.01 of 2026

IN

C.O. No.48681 of 2023

Qatar Lubricants Company W.L.L. (“QALCO”) & another Versus

Atif Naeem Rana & others

JUDGMENT

Date of Hearing 22.01.2026 Applicants / Respondents No.1 M/s. Iftikhar-ud-Din Riaz and to 3 Ahmad Abdul Rehman, Advocates.

Respondents / Petitioners M/s. Arshad Nazir Mirza and Kumail Ali Qurshi, Advocates.

MUHAMMAD SAJID MEHMOOD SETHI, J.:- This application has been filed by applicants / respondents No.1 to 3 under Section 6(15) of the Companies Act, 2017, read with Section 151 of the Code of Civil Procedure, 1908, seeking interim relief to restrain the petitioners and others from releasing, publicizing, or otherwise discussing the arbitral award dated 19.01.2026, pending the filing and adjudication of objections under the Arbitration Act, 1940.

2.Learned counsel for the applicants / respondents No.1 to 3 submits that disclosure of the arbitral award at this stage would cause irreparable loss and injury, as the award allegedly contains adverse observations affecting the reputation, goodwill, and standing of respondents No.1 and 2 in their capacity as shareholders of Kausar Rana Resources (Private) Limited (“KRR”) and as principal owners of the Lahore Qalandars franchise in the Pakistan Super League (“PSL”). He contends that the balance of convenience lies in favour

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of the applicants, as premature disclosure would cause uncertainty and disruption in the PSL, particularly in light of impending franchise- related decisions, player selections, and bidding processes. He has relied upon Clause 19 read with Clause 13 of the Agreement dated 12.04.2020, which allegedly incorporates a confidentiality obligation. He further submits that the award grants respondents 45 days to make payment of PKR 2.296 billion to QALCO, failing which 51% shareholding in KRR is to be restored, and that disclosure prior to filing objections would cause irreversible harm. Learned counsel has placed reliance upon Halliburton Company v. Chubb Bermuda Insurance Ltd [2020] UKSC 48 and Insurance Co. v. Lloyd’s Syndicate [1995] Lloyd’s Rep IR 37.

3.Per contra, learned counsel for the respondents / petitioners submits that the application is self-contradictory and legally untenable, as the applicants themselves have reproduced and relied upon the operative portions of the arbitral award and cannot now seek to restrain the petitioners from referring to the same. He contends that no legally enforceable or independent right has been established to justify a restraint on placing the award before the Court. He argues that alleged reputational harm is speculative and does not constitute a legally cognizable injury. He submits that the application is an attempt to pre-empt the statutory mechanism under the Arbitration Act, 1940 read with the Companies Act, 2017, by seeking a blanket gag order instead of availing the remedy of objections within the prescribed limitation period, amounting to an abuse of process. He further contends that the confidentiality clause neither overrides statutory requirements nor curtails judicial proceedings, particularly when it has already been breached or waived by the applicants themselves.

4.Arguments heard. The available record has been perused.

5.A perusal of the record shows that, in terms of the judgment dated 02.12.2024 passed by the Hon’ble Supreme Court in C.P.L.A. No.4468 of 2024, on the consensus of the parties, the dispute was referred to arbitration, whereupon the learned arbitrator has

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announced the award. It is, however, pertinent to note that, in terms of the said judgment, the arbitral award was required to be filed before the Company Bench for further proceedings in accordance with the Arbitration Act, 1940.

6.The applicants now seek restraint on disclosure of the award until the filing and adjudication of their objections, primarily relying upon Clauses 13 and 19 of the Agreement dated 12.04.2020, which provides for confidentiality, subject to disclosure as required by law and reads as under:-

Clause 13

“13. If any dispute arises under this Agreement which cannot otherwise be amicably resolved between the parties, such dispute shall be submitted to arbitration and conclusively resolved by a single arbitrator appointed by mutual consent who shall be a retired judge of a High Court or the Supreme Court of Pakistan. Arbitration shall be conducted on accordance with Arbitration Act, 1940 or any other statutory modification or re-enactment then in effect.”

Clause 19

“19. The parties under this Agreement agrees that they must: a. Hold the Confidential Information in strict confidence and not disclose or cause or permit the disclosure of the Confidential Information, except as required by law or as permitted under this Agreement or with the prior written consent of the discloser; and b. Do anything reasonably required by the discloser to restrain a breach of confidentiality by any person.”

The confidentiality clause itself stipulates that information can be disclosed as required by law and is not absolute. Even otherwise, it cannot override statutory obligations or judicial scrutiny, particularly where the applicants themselves have disclosed and relied upon operative portions of the award. Alleged reputational harm, including speculative consequences vis-à-vis the PSL, does not constitute a legally enforceable right capable of sustaining interim injunctive relief as prayed for in toto. The balance of convenience, at this stage, tilts in favour of the petitioners, especially when the applicants have adequate and efficacious alternate remedies available under the Arbitration Act,

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1940 read with the Companies Act, 2017, including the filing of objections and applications for interim relief.

7.The authorities relied upon by the applicants, including Halliburton Company v. Chubb Bermuda Insurance Ltd and Insurance Co. v. Lloyd’s Syndicate, do recognize confidentiality as an important attribute of arbitration; however, they equally affirm that such confidentiality is not absolute. In Insurance Co. v. Lloyd’s Syndicate, it has been clearly held that disclosure of an arbitral award does not amount to a breach of confidentiality where such disclosure is reasonably necessary for the establishment or protection of legal rights, including the institution or defence of legal proceedings. This limitation is rooted in business efficacy and confines confidentiality to what is necessary, rather than what is merely convenient or reputationally desirable. In the present case, reliance upon the arbitral award for the purposes of statutory proceedings under the Arbitration Act, 1940 read with the Companies Act, 2017 squarely falls within the recognized exception. The award cannot be meaningfully challenged or adjudicated upon without being placed before the competent forum; any absolute restraint would therefore be impracticable, self- defeating, and legally untenable. The applicants’ own conduct in selectively reproducing portions of the award further weakens their plea for complete confidentiality, as equity does not permit partial disclosure by one party while restraining lawful reference by the other. Reputational apprehensions, absent a legally protectable right, do not justify the grant of injunctive relief as prayed for in toto, particularly once the award enters the judicial domain, where the principle of open justice applies. Undoubtedly, Section 6(15) of the Companies Act, 2017, and Section 151 of the CPC may be invoked in appropriate cases where relief pertaining to suspension or enforcement of the award is not sought, and where the Court is not called upon to examine the merits of the award, but only to address matters of confidentiality or non-publication pending statutory proceedings. However, it cannot be invoked to stifle statutory remedies or impose

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an extra-statutory confidentiality regime, as inherent powers exist to advance justice, not to obstruct lawful process. Accordingly, the arbitral award must necessarily be placed before the Court to enable statutory proceedings in terms of the direction of the Hon’ble Supreme Court of Pakistan. The existence of a confidentiality clause is acknowledged; however, it shall be complied with only to the extent permitted under law after the announcement of the award, without prejudice to: (i) statutory timelines; (ii) enforcement of the award; or (iii) the rights of the award-holder / parties, except insofar as non- disclosure and restrictions on publication are required.

8.In view of the foregoing, the present application is allowed in the manner that the arbitral award dated 19.01.2026 shall, in due course, be placed before the learned Company Bench as part of the judicial record, and the parties shall be entitled to refer to and rely upon the same in further proceedings. Respondents No.1 to 3 are at liberty to file objections to the arbitral award under the Arbitration Act, 1940 read with the Companies Act, 2017, including any application seeking interim relief, if so advised, which shall be considered strictly in accordance with law. Subject to the observations and qualifications made hereinabove, the parties shall, to the extent possible, adhere to the spirit of the confidentiality clause contained in the Agreement dated 12.04.2020 and shall refrain from taking any steps in breach thereof until the filing of objections before the said Court.

(Muhammad Sajid Mehmood Sethi) Judge

APPROVED FOR REPORTING

Judge *Sultan*