Judgement ––– Lahore Qalandars real owner Fawad Rana wins legal battle against his brothers

IN THE MATTER OF ARBITRATION UNDER THE ARBITRATION  ACT 1940,  BEFORE   

JUSTICE (R) MAQBOOL BAQER

Qatar Lubricants Company W.L.L (QALCO), etc                                     Claimant

Versus

Kausar Rana Resources (Private) Limited, etc                                      Respondent

JUDGMENT

 The Claimants have approached this Tribunal broadly seeking, inter alia, (i) a declaration that the purported relinquishment agreement is void; (ii) a declaration that the impugned share transfers are illegal and void; (iii) rectification of the register of members of Kausar Rana Resources (Private) Limited (“KRR”) and restoration of the Claimants’ shareholding; (iv) compensation for the profits the Claimants allege they would have earned had their shareholding not been misappropriated; and (v) a declaration that the Respondents diverted franchise funds and unjustly enriched themselves.

1. The core controversy concerns the transfer of the Claimants’ shares in KRR in favour of Respondents Nos. 1 and 2, and the validity and consequences of those transfers and the associated arrangements relied upon by the parties.
2. Claimant No. 1, Qatar Lubricant Company (“QALCO”), is a company registered in Qatar. Claimant No. 2, Mr. Fawad Ahmed Rana (“FNR”), is the Managing Director of QALCO and the elder brother of Respondents Nos. 1 and 2. Respondent No. 1 is Mr. Atif Naeem Rana (“ANR”) and Respondent No. 2 is Mr. Sameen Naeem Rana (“SNR”), both younger brothers of FNR. KRR is the Respondent company.
3. The relevant facts as gleaned from the record reflect that in 2015 the Pakistan Cricket Board (“PCB”) commenced the Pakistan Super League (“PSL”), for which bids were invited for franchise rights. QALCO submitted a bid for the Lahore team, which was accepted; the team was subsequently named Lahore Qalandar (“LQ”). A franchise agreement was executed between PCB and QALCO on 08.12.2015, under which franchise rights for LQ were granted to QALCO.
4. KRR was incorporated on 04.01.2016. At incorporation, QALCO held 5,100 shares, ANR held 4,800 shares, and FNR held 100 shares. On 11.01.2016, a novation agreement was executed among QALCO, KRR and PCB, whereby the rights and obligations of QALCO under the franchise agreement were transferred to KRR. The novation arrangement required KRR to provide a performance guarantee for its obligations under the franchise agreement, which guarantee was furnished by QALCO.
5. In July 2018, 4% out of QALCO’s 51% shareholding in KRR was transferred in favour of ANR. The Claimants challenge this 2018 transfer and a further transfer said to have occurred later as false, fabricated and fraudulent. The Respondents maintain that the transfers are genuine and lawful and that the transfer documentation, including the transfer deeds, was duly executed by the Claimants.
6. The Respondents’ explanation for the 2018 transfer is that LQ was not performing well, resulting in losses to KRR, and KRR sought to mitigate financial constraints by venturing into the Abu Dhabi T10 league. They contend that, because the UAE had snapped ties with Qatar, it was not possible for an entity majorly held by QALCO to participate in activities in the UAE; therefore, FNR decided that QALCO would transfer 4% of its shares to ANR to make ANR the majority holder.
7. The Claimants deny having executed any documents relating to the alleged transfers. They assert that QALCO did not decide to offload any shares; that no meeting was held to approve the transfers; and that no person was authorized to execute any transfer. They further contend that the statutory and corporate requirements for such transfers were not followed, including issuance of notices and making the requisite offers to purchase shares. FNR denies participating in any KRR meeting purportedly held for the disputed transfers and denies signing any transfer-related documents, including any purported transfer deeds. The Claimants’ case is that during the relevant period FNR was not present in Pakistan, they rely on copies of FNR’s passport, air tickets, and travel history to support that assertion, contending these demonstrate his absence at the time the disputed transfers were purportedly executed [C8:45-58]. The Claimants also point out that originals of the purported documents were neither produced before the Tribunal nor provided to their proposed handwriting expert witness, Madam Pervaiz Begum, who was subsequently given up.
8. The Claimants further argue that, on the Respondents’ own showing, Mr. Farooq Anwar, the KRR’s company secretary, who along with Imran Ahmed, signed the transfer deeds as a purported witness, did not see FNR sign the documents. The Claimants emphasize that neither  Farooq Anwar who  remained present during the proceedings before this Tribunal, nor  Imran Ahmed who works for KRR in Lahore where a major part of the proceedings were conducted were produced as witnesses. The Claimants also rely on cross-examination  [Transcript P-4: 44.13 – 44.15], including an admission by SNR that Farooq Anwar’s purported signatures on the disputed documents differed from his admitted signatures when confronted during cross-examination.
9. It has been the Claimants’ consistent case that no consideration was paid for either of the two transactions. They state that the purported offer letter required payment to be made through a pay order or a crossed cheque. They  rely on cross-examination of SNR in which  he agreed that no pay order or cheque was given by the Respondents. The Claimants maintain that,, the Respondents neither pleaded nor proved any payment, and no proof of consideration has been produced.
10. In response to the Respondents’ Abu Dhabi rationale for the 2018 transfer, the Claimants contend that the explanation is incorrect and untenable. They point out that the Abu Dhabi league occurred around 15 months after the transfer, and that the relevant agreement was not executed with KRR but was executed with ANR only.
11. Although the Respondents do not dispute that FNR was not present in Pakistan at the relevant time, do not dispute that none of them (including Farooq Anwar, the purported witness) saw FNR sign the documents, and  also do not dispute that the requisite pay order/cheque was not given but they deny the allegation of forgery and contend that the Claimants’ conduct is inconsistent with a claim of fraud. They argue that, had the transfer been forged, fabricated or illegal, the Claimants would have challenged it immediately. Instead, despite knowing about the first transfer, the Claimants proceeded in relation to the remaining shareholding and only challenged the transfers later, in 2023, through  a rectification proceedings before the Lahore High Court that culminated in the present proceedings.
12. To establish the Claimants’ knowledge, the Respondents rely on KRR’s audited financial statements for 2018 [ R-18:161, 178], where Note 13.1 records that following the 4% transfer, QALCO’s holding fell from 51% to 47% and its status changed from holding company to associated company. The Respondents assert that FNR admitted during cross-examination that the financial statement had been provided to him [Day-1:149.19-149.22].
13. The Respondents further rely on a Form-A made up on 29.04.2019 and shared by ANR with FNR by WhatsApp dated 10.09.2020 [R-18:206], which disclosed the 2018 transfer. They also rely on a WhatsApp message sent by FNR to SNR on 05.09.2020 at 4:59:51 PM, in which FNR requested for the latest Form-A, Form-29, and the latest shareholding with reference to the change made for Abu Dhabi [C-2.2, 274], contending that this evidences knowledge of the transfer and its stated purpose.
14.  The second transfer in question pertains to 47% of QALSOs share which took place after  relinquishment agreement dated 12-04-2020.  The Claimants raised objections similar to those taken for the earlier transfer, and the Respondents’ response is also similar to their stance regarding the 2018 transfer.
15. It may be relevant to note here that the relinquishment agreement was executed between KRR and QALCO under which QALCO’s shares, along with its rights and obligations under the franchise agreement, were purportedly relinquished in favour of ANR. The consideration agreed was a payment of the amount of nominal value of the shares. The Claimants’ case is that the relinquishment agreement was not a bona fide commercial relinquishment; rather, it was executed to make a potential sale appear acceptable to prospective purchasers. The Claimants allege that the Respondents represented that buyers would be more comfortable dealing with a Pakistani entity than with an entity perceived to be owned/controlled by members of a ruling family in the Gulf, and that a buyer was available who would pay PCB the outstanding franchise fees. The Claimants further alleged that the agreement was never acted upon, no consideration was paid, and it was superseded by minutes of meeting dated 2nd June 2020 [C2: 300-301].
16. The Respondents also rely on email exchanges involving Ishfaq Ahmed Jalal (“IAJ”) said to be a close associate of FNR, during the brothers’ efforts to sell the franchise. FNR sought legal advice on whether shares of a private limited company such as KRR could be sold by public offering, and assigned the task to IAJ [R-11, 414]. IAJ emailed Mr. Shahzad Elahi, Advocate of Cornelius Lane and Mufti  (“CLM”), on 05.09.2020 seeking advice, and on 06.09.2020 sent information including reference to the 2018 4% transfer but did not mention the subsequent transfer of the remaining 47% shares [R-11, 414]. FNR, being aware of the transfer of the remaining shares, corrected the shareholding position by email dated 07.09.2020 stating the shareholding as: ANR 52%, SNR 47% and FNR 1% [R-12.502], and  IAJ communicated the corrected position to counsel [R-12.505]. These communications are relied upon by the Respondents as proof of knowledge of the shareholding configuration.
17. The Respondents further rely on minutes of a KRR board meeting held  on 12.02.2021, which recorded approval of transfer of FNR’s shares in KRR [1R12:526-528]. FNR participated via video link,  the minutes and relevant documents were emailed to him; and he signed and returned them by email. Notably QALCO was not mentioned in those minutes as a member or as a party offered shares, and only ANR and FNR were referenced in that context; however, FNR took no exception and proceeded to approve the transfer of his shares and executed the related documents.
18. It is undisputed that QALCO exclusively funded KRR , as acknowledged by the respondents in their statement of defence and cross examination. The audited financial statements of KRR  from 2016 to 2022 [Transcript Day 4: 13.5 – 29.8] show outstanding amounts owed to QALCO, with SNR verifying each entry as correct. QALCOs claim is further supported by a letter of ‘conformation of investment,’ attached to an email, dated 13-June 2017 [C11: p 24-25] which was also referred by the respondents during the hearing,  in the present proceedings, confirming QALCOs capital investment in KRR through its subsidiary Solution Technology (Soltech)  and that QALCO would cover operational expenses through remittances via Soltech.
19. The Respondents have admittedly not paid any amount to the Claimants [Day-4: 167.10 – 167.25], but asserted that amounts due were written off by FNR, first at the time of the relinquishment agreement dated 12.04.2020, and thereafter when 30% of KRR was sold to one Mr. Niazi. The Claimants contend that this alleged sale was concealed from them and from the Tribunal and was only revealed during cross-examination. The Claimants maintain that there is no reason or justification for the alleged waiver, that the record falsifies it, and that statements of account show amounts due from KRR to QALCO of Rs. 2,296,881,911 They further rely on an asserted contradiction by SNR during cross-examination where he says that the loan was not written off.  [Transcript Day 4; 74.16] and emphasized that it is not even alleged that FNR was authorized by QALCO to waive any liability.
20.  The Respondents claimed some amounts paid to KRR were for a hunt arranged by SNR and ANR for His Highness Shaikh Sultan. The Claimants dispute this, emphasizing that no such purpose appears in statements of account, no evidence was produced, and the Respondents neither specified nor proved the amounts allegedly so received and spent.
21. In April–May 2020 a cheque given by QALCO to PCB as security for PSL 2020 franchise fee was dishonoured due to a signature mismatch. PCB issued a letter dated 28.05.2020 addressed to QALCO and KRR [R-12:514], requiring payment of USD 2,510,000 within seven days and warning of civil and/or criminal action; a copy was sent to Shaikh Sultan, Chairman and CEO, QALCO. In this context a meeting of QALCO’s group heads chaired by Johny D Gouveia (Group COO) was held on 2nd  June 2020, where decisions were recorded in minutes [C-2:300-301]. Those minutes record, among other things, that FNR on behalf of the Rana family, committed to sell the franchise for not less than USD 3,000,000 within three months; that a request would be made to Shaikh Sultan for payment of the PCB fee; that the Rana family, alongside QALCO’s working group formally involved, would attempt to recover QALCO’s investment; that the potential buyer would be presented to the board; that responsibility for selling the franchise within time and depositing sale proceeds to QALCO would lie with the Rana family; and that Shaikh Sultan could, in his discretion, pay some compensation to the Rana family. The minutes also originally included a stipulation that if the sale was not executed on those terms, FNR would surrender properties/assets in favour of QALCO/Shaikh Sultan; this stipulation was subsequently deleted.
22. The minutes were forwarded to ANR for approval, which he provided without reservation (C-2:302), and were sent to SNR as well. SNR expressed concern about the timeline and objected to QALCO taking FNR’s property in case of default and to the board presentation requirement, but nonetheless approved the decision as minuted [C-2:269]. In pursuance of the above decisions/minutes Sheikh Sultan paid the franchise fee.
23. The Respondents challenge these minutes as fabricated, asserting that no such meeting occurred. They contend that the minutes show Jawad Rana, ANR and SNR as attendees although they were not present, and that it is implausible to have two sets of minutes with a major clause removed in the second one. They also challenge late production of signed copies and non-production of signatories, with an excuse that one signatory, Johnny, was hospitalized and others had left employment. The Claimants’ responded that the Respondents’ names were not listed as attendees but appeared at the bottom as signatories for approval, obtained via WhatsApp because they were not present at the venue. The Claimants’ contended that, having confirmed and approved the minutes, the Respondents cannot later challenge their authenticity, particularly where subsequent conduct is consistent with acting upon them.
24. The Claimants submit that, irrespective of the Respondents’ present denial that the meeting took place, their admission in cross-examination that they approved the circulated draft minutes is fatal to any attempt to disown that document. Having approved the minutes, the Respondents are bound by their contents and cannot now resile from them.
25. The Claimants further submit that the Respondents acted consistently with the undertakings recorded in the minutes. In particular, ANR continued to keep FNR informed of the steps being taken to sell the LQ franchise, continued to seek FNR’s instructions, and continued to receive financial assistance in that regard [C-1: P-244, 245, 248, 249]. Similarly, SNR agreed that both QALCO and KRR would be included in the sale documentation [Day-3: 144.18, 144.20].
26. The Respondents’ cross-examination further confirms that, consistent with their commitments to QALCO, they were making sustained efforts to sell the franchise in consultation with FNR and in accordance with his instructions. The record also establishes that, following the meeting, FNR and the two brothers remained in regular communication and kept each other apprised of developments and steps being taken to effect the sale. SNR expressly acknowledged that these efforts were undertaken to honour the commitment recorded in the minutes of the June 2020 meeting, and he reaffirmed this position in subsequent testimony [Day-3: 146.6–146.12; 146.20–146.21; 147.5–147.9; Day-3: 148]. He further assured FNR that the franchise would be sold in accordance with FNR’s wishes [Day-4: 161.22–162.5], adding that he was doing his best and expected positive progress within a few days [Day-3: 161.3–163.6].
27. The respondents have contested the claimants’ case not only on facts but also raised certain preliminary legal objections. However, before addressing these objections, it is pertinent to note that the present dispute was referred to this Tribunal by the Honourable Supreme Court through judgement dated 2.12.2024 in CPLA 468/2024. The petition was filed by the respondents against the dismissal of their application under Section 34 of the Arbitration Act in a petition for rectification of KRR’s members’ register.
28. It was with the consent of the parties that the Honourable Supreme Court referred “the dispute concerning the alleged fraudulent transfer of shares” to arbitration and directed that the proceedings on the respondents’ petition under Sections 126 and 127 of the Companies Act before the High Court shall remain suspended.
29. The Learned Counsel for the respondents has questioned the maintainability of the case, contending that several reliefs sought by the claimants are not only beyond the scope of the referred dispute but also fall outside this Tribunal’s jurisdiction, as they are statutorily reserved for the courts. It may be noted that at the stage of final arguments, the issues and relief sought have narrowed down to those noted in the beginning of this judgment, which clearly pertain to the alleged fraudulent transfer of shares and as rightly submitted by the learned counsel for the respondents, it  is always open to an arbitrator to determine the underlying dispute. Once this is done, the court can then pass such orders as are reserved to it by law, based on its assessment of the award.

1. 1. The learned counsel for the respondents have also relied upon several decisions addressing the arbitrability of disputes. The scope of arbitration and the governing principles of arbitrability were succinctly articulated in Booz Allen & Hamilton Inc., relied upon by the Indian Supreme Court in Vidya Drolia v. Durga Trading Corporation, (2021) 2 SCC [1: 124, 176, 177, 195] which laid down a fourfold test for non‑arbitrability, namely: (i) disputes involving rights in rem; (ii) disputes that affect third‑party/erga omnes rights and therefore require centralised adjudication; (iii) matters relating to inalienable sovereign functions or issues implicating public interest; and (iv) disputes that are expressly or impliedly barred from arbitration by mandatory statute.  Accordingly, disputes confined to rights in personam, and not falling within any statutory or public‑interest exclusion, are capable of being referred to arbitration. In the present case, none of the foregoing bars apply, and the dispute is therefore arbitrable and amenable to reference to arbitration.
   2. The respondents have also questioned the authority of Mr. IAJ to institute these proceedings before this Tribunal. That question has already been examined in detail and stands decided by this Tribunal through its order dated 28.05.2025.As to the objection of limitation, it is submitted, first, that the respondents have failed to prove any consideration for the impugned transactions. The transactions are therefore void, and the bar of limitation does not operate in the manner suggested by the respondents.
   3. Further, under the “letter of confirmation of investment” attached to the email dated 13 June 2017 [C11: pp. 24–25], the respondents’ obligation to pay QALCO its dues was expressly contingent upon the availability of resources. As per respondents’ own case, such resources became available at least in part upon their sale of 30% of KRR to Mr. Niazi, which they state took place in late 2020 or early 2021. The rectification petition was filed on 22 July 2023, i.e., within three years thereof, and was therefore not barred by limitation.
   4. It is also material that, until the sale of shares to Mr. Niazi, the respondents’ conduct remained consistent with, and in furtherance of, the undertaking given in June 2020, and did not give rise to any earlier, unequivocal trigger for limitation.
   5. The other objection to maintainability is that, since the funding was routed by QALCO through its various subsidiaries, it is only those subsidiaries (and not QALCO) that are entitled to maintain claims in that regard.  The tribunal is not persuaded by this objection either. The respondents have repeatedly accepted and acknowledged their liabilities for the amounts claimed. It is also evident that the subsidiary companies did not make payments on their own account; they merely acted as a conduit/obliged agent for QALCO to remit the amounts, and they had no independent obligation to make those payments. On that basis, I find no merit in the contention that QALCO lacks standing to pursue the claim.

• The respondents, along with their Statement of Defence, have filed a counterclaim alleging breach of the agreement to arbitrate and breach of confidentiality clauses contained in the Relinquishment Agreement. They contend that the claimants, by filing a rectification petition before the Lahore High Court, deliberately exposed the dispute to public scrutiny, causing KRR to suffer losses. The respondents rely on a news report published in Dawn newspaper dated 25.07.2023, which reported the claimants’ allegations of unfair ouster and mismanagement of KRR and LQ. It is alleged that this publicity led to KRR losing sponsorship deals and funding prospects.
• The counterclaim is wholly without merit. Firstly, the respondents have failed to establish that the claimants were responsible for the publication of the news report. Secondly, there is no credible evidence to support the alleged losses of PKR 50 billion or the claimed loss of expected profits of PKR 574 million; the counterclaim is unsupported by cogent material. Thirdly, the institution of rectification proceedings cannot be considered malicious, particularly in the context of the dispute’s referral to arbitration.
• Having heard the learned counsel, and perused the record with their assistance and in view of the foregoing discussion,  I find that the respondents have failed to prove that the impugned share transfers were duly authorized. They have also failed to establish the execution of the relevant documents, including the transfer deeds. Further, the respondents did not prove payment of consideration for the alleged transfers, notwithstanding their own admission that payment was to be made through cross-cheque or pay order. No such cross-cheque or pay order was issued.
• The respondents also failed to produce the originals of the transfer deeds despite being asked. Likewise, the attesting witnesses, Mr. Farooq Anwar and Mr. Imran Ahmed, who were serving with KRR in Lahore,  were not produced, despite their apparent availability. One of the respondents, when confronted with the admitted signatures of Mr. Farooq Anwar, conceded that the impugned signatures do not match his admitted signatures. It is further admitted that neither the respondents nor Mr. Farooq Anwar witnessed FNR sign the relevant documents. In these circumstances, the Tribunal is constrained to hold that the transfer documents cannot be regarded as having been legally and validly executed, and in any event are void for want of consideration.
• Likewise for the relinquishment agreement also, the respondents have not produced any authorization from QALCO permitting its execution. They have also failed to prove payment of the consideration contemplated therein. Despite FNR’s contention that the respondents had informed him that the agreement had been torn up, the original document was not produced, although asked for. Given the respondents’ failure to prove any share transfer purportedly executed pursuant to the agreement, the claimants’ contention, that the agreement was never acted upon, stands reinforced. This is further supported by the fact that even after the purported agreement, the respondents continued to consult FNR and kept him apprised of developments in their efforts to sell the franchise.
• On the other hand, in light of the evidence, including, inter alia, emails, WhatsApp messages, and resolutions as discussed earlier in detail. It appears that the claimants had knowledge of the impugned transfer, acquiesced in it, remained indolent, and only challenged it as late as in 2023. However, these aspects ultimately become immaterial in view of the respondents’ undertaking to sell the franchise at a specified minimum price,  to use their best efforts to recover the claimants’ investment in KRR, and to deposit the recovered amount into QALCO’s account, an undertaking which, as noted above, the respondents adhered to until they surreptitiously sold 30% shares of KRR to one Mr. Niazi and, instead of paying the proceeds to QALCO, diverted the amount to a business owned by respondents 1 and 2. This sale was concealed even from the Tribunal until it was disclosed during cross-examination. It has also been conclusively established that the respondents owe an amount of PKR 2,295,881,911 to QALCO. The tribunal would therefore order as follows:

(i) Respondents Nos. 1 and 2 shall, within forty-five (45) days from the date of this order, pay to QALCO the amount reflected as outstanding in QALCO’s favour in KRR’s audited financial statement, being, PKR 2,295,881,911 together with markup at the prevailing bank rate from 2nd June 2020 until realization; alternatively, Respondents Nos. 1 and 2 shall restore QALCO’s 51% shareholding in KRR with immediate effect.

(ii) The Respondents shall render a full and true account of the profits earned by KRR to date before the Company Bench of the Lahore High Court, for such further and appropriate orders as the Hon’ble Court may deem fit.

(iii) The Respondents shall further render a full and true account of all profits, benefits, and proceeds derived by them from the amount of  USD 5 million received from Mr. Niazi before the Company Bench of the Hon’ble Lahore High Court, so that the Hon’ble Court may pass appropriate orders in that regard.

(iv) For the reasons recorded in paras 35 and 36 and considering the facts and circumstances of the case this tribunal finds the respondents counterclaim as not maintainable and is accordingly dismissed.

(v) The case shall now be fixed for hearing on the question of costs in mid-February 2026. The parties shall, by mutual consultation, agree upon a convenient date and inform the Tribunal within fifteen (15) days.

19th January 2026                                                                          Justice (R) Maqbool Baqer

Arbitrator