Appellate Court Grants Stay to TRG

December 12, 2025 (MLN): The Model Civil Appellate Court of Karachi has suspended a Sindh High Court’s verdict that had dismissed TRG Pakistan Limited’s case against JS Group and Mr. Zia Chishti et al.

TRG Pakistan and other appellants argued that the order, dated 2nd December 2025, under Order VII Rule 11 CPC, was passed against the settled principle of law and that whether JS Group and Mr. Chishti et al. were acting in concert was a question that required evidence.

However, as per the Appellants, the trial Court passed the impugned order rejecting their plaint, without considering the facts of the case.

They also pointed towards the Sindh High Court’s interim order, dated 19th October 2022, which had restrained the respondents from exercising rights over any shares acquired in excess of the 30% threshold. This, a temporary Stay until final decision, they said, demonstrated that the suit had a valid basis.

Moreover, that the suit filed by TRG Pakistan et al. was maintainable as they had a valid cause of action to file the civil suit against the Defendants.

In Company Notice dated December 9, 2025, TRG Pakistan had maintained that the trial Court’s order had certain flaws and might not have accurately reflected the merits of the case.

To recall, the appellants contend that the Respondents 1–14 acted in concert and collectively acquired over 30% voting shares in TRG Pakistan, allegedly breaching Section 111 of the Securities Act, 2015.

Representatives of JG Group and Mr. Chishti et al. refuted the appellants’ arguments, stating that Sindh High Court’s order was well-reasoned and in accordance with law.

They also submitted that the civil suit, as framed by the Plaintiff(s) (now Appellants), was barred under Section 42 of the Specific Relief Act and that the Plaintiffs had no legal character to file the civil suit in the first place, and that the civil court did not have the jurisdiction to indulge in the matter either.

Furthermore, the dispute could only be heard and decided upon by the Securities and Exchange Commission of Pakistan (SECP); it being such proper forum in the matter.

They further argued that the combined shareholding of the concerned respondents was 16.2% i.e., below the statutory limit, and SECP had already clarified in its written statement that the parties were not acting in concert.

And, in a similar vein, that there was nothing available on the record to suggest that the respondents were “acting in concert”.

In the final arguments, Respondents’ representative stated that the impugned order suffers from no illegality. 

After reviewing the submissions, the appellate Court held that the case involved intricate questions of law and fact requiring deeper indulgence of the Court.

In the interest of justice and without touching the merits of the matter, therefore, the Court suspended the operation of the impugned Order dated 2nd December 2025 till the next date.

The matter will now proceed for further hearing.

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