Wilmar says it never consented to Unity Foods board control, still seeks winding up

November 13, 2026 (MLN): Wilmar Pakistan Holdings Pte. Limited has asked the Sindh High Court (SHC) to clarify its October 30, 2026 order on Unity Foods Limited (PSX: UNITY). Wilmar says it did not consent to the company's board vacancies being filled so as to give Wilmar and/or its group a majority.

It has asked that no appointments be made before its pending application for a provisional manager is heard on November 18.

The application, CMA No. 927 of 2026, was filed in JCM No. 14 of 2026 under Sections 151 and 152 of the Code of Civil Procedure, 1908. It was presented on November 5, 2026 and is signed by Wilmar's counsel, Mansoor Ali Ghangro. In the main petition, filed under Sections 301 and 304 of the Companies Act, 2017, Wilmar seeks the winding up of Unity Foods and, through CMA No. 144 of 2026, the appointment of a provisional manager.

What the October 30 order said

On October 30, the SHC directed that the casual vacancies on Unity Foods' board be filled under the Securities and Exchange Commission of Pakistan's (SECP) directions of September 3, 2026. The process is to be supervised by SECP counsel Mayhar Kazi, so that Wilmar and/or its group would hold a majority of the seats being filled, excluding independent directors. The order recorded that this direction was made with the consent of the parties.

Wilmar: "no consent could have been given"

Wilmar says it will abide by whatever directions the court makes and has filed the application only to clarify the record.

In its application, Wilmar says no consent could have been given in the manner recorded. It says its counsel was not instructed to consent to the vacancies being filled in any particular manner or to any particular composition of the board.

Wilmar says its case was, and remains, that:

• Unity Foods' board is inquorate and dysfunctional
• fresh elections are not a viable remedy
• a provisional manager should be appointed and the company wound up

It points out that the October 30 order itself records these submissions, along with its position that it has never controlled Unity Foods' management and that a forensic audit is required before it can consider any offer to buy or sell shares.

Vacancies are for the directors, not a shareholder

Wilmar argues that the power to fill a casual vacancy belongs to the directors of Unity Foods, not to a shareholder. It notes that the SECP's September 3 letter is addressed to the company's remaining directors. A shareholder's counsel, it says, cannot consent to the exercise of a statutory power the shareholder does not hold.

The application names Lie Hong Hwa, a non-executive director, as one of the two directors currently on Unity Foods' board. Wilmar says she owes her duties to Unity Foods and not to Wilmar.

It cites Section 204 of the Companies Act, 2017, which requires directors to act in good faith in the interests of the company and its members as a whole and to exercise independent judgment.

Wilmar says it cannot direct or bind her, and its counsel could not consent on her behalf. It adds that she is not a party to JCM 14 and has not yet been served or heard in the connected matters.

Wilmar also says the expression "and/or his group" in the order is undefined and is one it cannot apply to itself, being a company.

Concern over the control narrative

A central concern in the application is how the order may be read. Wilmar says that reading the order as recording its consent to a board on which it holds a majority contradicts its pleaded case that it has never controlled Unity Foods' management.

Wilmar warns that this reading risks being relied upon by other parties to support a contrary narrative. That narrative includes the shareholders' agreement dated December 21, 2025 and Unity Foods' March 5, 2026 letter to the Pakistan Stock Exchange, both of which were referred to in the October 30 order.

Wilmar says it disputes that narrative. It reserves its rights against any perception that it agreed on October 30 to assume the management of Unity Foods, to fund it, or to take responsibility for its liabilities.

In a supporting affidavit sworn on November 4, Wilmar's authorised representative states that Wilmar has never controlled Unity Foods' management. He adds that Wilmar cannot agree to take control or supervise its operations until the company's assets and financial position are determined through a credible forensic audit.\

The affidavit adds that Wilmar seeks a provisional manager as a prelude to winding up, citing what it describes as severe financial irregularities in Unity Foods’ declared accounts that render the company unable to function as a going concern. It states that Wilmar would be seriously prejudiced and suffer irreparable loss if the clarification is not granted.

Board fix 'does not resolve' core issues

Wilmar says it does not dispute that Unity Foods' statutory governance deficiencies require lawful resolution. However, it argues that filling the casual vacancies addresses only the board's composition. In Wilmar's view, it does not resolve the matters on which the provisional manager application is founded:

• the reliability of Unity Foods' financial records
• the preservation and verification of its assets and liabilities
• the ongoing investigations by the SECP and the Federal Investigation Agency (FIA)

It notes that the SECP has supported the appointment of a provisional manager as the appropriate interim remedy.

Wilmar says the court has ample power to pass whatever directions it considers appropriate on its own authority, including under Sections 307 and 308 of the Companies Act and its inherent powers. It says it does not seek to restrict those powers.

What Wilmar is asking for

Wilmar has asked the court to clarify that:

• the order does not oblige Lie Hong Hwa to exercise her power to fill casual vacancies other than in her independent judgment as a director, and does not derogate from the directors' duties under Section 204
• the phrase "with the consent of the parties" does not include Wilmar, with a correction under Section 152 CPC to the extent necessary
• the direction to fill the vacancies is made by the court in exercise of its own powers, with no obligation arising on Wilmar by way of consent
• nothing in the order withdraws, supersedes or renders academic its provisional manager application, CMA No. 144/2026
• no appointment made under the order shall be construed as an admission or finding that Wilmar controls, or has historically controlled, Unity Foods' management, or has assumed responsibility for its management, funding or liabilities

It has also asked the court to direct that no appointment be made to fill the casual vacancies, without further order, until CMA No. 144/2026 is heard and decided on November 18, 2026.

Background

The dispute traces back to the shareholders' agreement of December 21, 2025. On March 5, 2026, Unity Foods disclosed that, under that agreement and resolutions passed on December 23, 2025, management control had been assumed by Wilmar International with immediate effect. It added that a Wilmar-approved CEO and CFO had been appointed. Unity Foods had earlier placed its account of the transfer on record amid the sponsors' dispute.

In March, the SHC referred JCM Nos. 13 and 14 of 2026 to mediation and appointed retired Justice Mansoor Ali Shah as mediator, subject to his acceptance. Unity Foods later advocated mediation as the most commercially sensible path.

In August, the FIA's Corporate Crime Circle Karachi registered an FIR following an SECP referral.

Among other things, the FIR alleges a Rs44.7 billion gap between Unity Foods' published accounts and its internal SAP records. Unity Foods has said the company itself is not named as an accused and that the allegations remain unproven.

In September, a court denied bail to four current and former officials. The SECP is separately pursuing an insider trading investigation into trading in Unity Foods shares.

Wilmar International has recognised a provision of approximately $150 million in connection with its investment in Unity Foods. According to the October 30 order, Wilmar Pakistan Holdings holds approximately 38% to 42% of the company.

The matter, including the provisional manager applications filed by Wilmar and Dubai Islamic Bank, is fixed for hearing on November 18, 2026.

Copyright Mettis Link News