1992 PLP 2445 (CLC)

(a) Production Breakage Rs.1,82,970/‑ (b) Sale Breakages Rs.1,29,929/‑ (c) Sampling Rs.2,10,078/‑ (d) Repairs and Maintenance Rs.1,65,672/‑ I would like to have a complete explanation and statement to support and vouchsafe the said entries. In the past also, I have been protesting about such entries and the alleged expenses. . I am still looking into the accounts and other matters and I will write to you in due course. Please also let me know the expenses in the abovementioned heads for the year ending 30th June, 1973, alongwith the supporting statements and particulars. Please note that you have not furnished to me monthly profit and loss account from September 1972 onwards. Likewise, you have not sent me Bank deposits and current liabilities from April 1972. These may be supplied at an early date. Please also convey the information on dividends which was asked for on phone, but, which has not been supplied so far. Yours Sincerely, For AIZAD BEVERAGE INDUSTRIES LIMITED Humayun H. Baig Muhammad." The letter in reply dated 5‑7‑1973 from K.M. Nasim reads: "Dear Humayun, I regret that the message conveyed by my letter No.LY/HO/66/73/dated 21st July, 1973 has not been registered by you, and that you are still letting loose a spate of false; frivolous, and vexatious correspondence to endure your ulterior motives of cheap blackmail for causing wrongful loss to the Company and securing wrongful gains for yourself. Please note that the Company is not prepared to succumb to your designs, regardless of the pressure you are exercising upon it. We will act only and only in accordance with law. We‑ will submit to the dictates of law and not to the dictates of a minority shareholder who is seeking to reap undue advantages by mud slinging, bullying, and blackmail. Your entire string of letters is mala fide, and motivated by ulterior designs. There is absolutely no substance, as you very well know, in your invendos and insinuations. I. repeat with the fullest sense of responsibility every word of what I have stated in my above‑referred letter of the 21st July, 1973, and invite to you most earnestly to vindicate yourself (if you can) by taking any "appropriate action". Meanwhile, please note that no further correspondence of this type will be entertained from you. Yours sincerely, (Sd.) K.M. Nasim Chief Executive." By the subsequent letter petitioner called upon K.M. Nasim to disclose certain information regarding the accounts of the Company to which he received the reply dated 10‑10‑1973 which reads as under: "Aziz A. Munshi, Esq. Advocate, Motiwalla Building, Campbell Street, Karachi. Dear Sir, Re: Mr. Humavun H. Baits Muhammad We act for Mr. K.M. Nasim, Director; Aizad Beverage Industries Ltd (hereinafter referred to as the "company") Samundri Road, Lyallpur. Our client had passed on to us your letter dated the 28th September, 1973 for replying to you directly. Regarding the statement made in paragraph No.l of your letter, we have been instructed to inform you that your client, Mr.Baig Muhammad is not entitled to be supplied with any information in regard to the accounts and affairs of the Company under the Articles of Association of the Company, Companies Act or any other law for the time being in force in Pakistan. Our information required by Mr. Baig Muhammad. Our client further contends that Mr. Baig Muhammad is also not entitled to be supplied with the documents and information mentioned by you in paragraph 2 of your letter and he refuses to supply the same on our advice. "In regard to the statement made in paragraph 3 of your letter, we have been instructed to inform you that our client had rightly informed Mr. Baig Muhammad that the was not liable to answer Mr. Baig Muhammad's queries concerning the Company's accounts, audited balance‑sheet and auditor's report. Our client is under no legal obligation or under the Articles of Association of the Company liable to answer any such queries of Mr. Baig Muhammad. Our client has thereby done nothing which would constitute wrongful evasion of his legal obligations. In view of what has been stated above, our client refuses to comply with the requisitions contained in paragraph 4 of your letter, and we have been instructed to inform you that should your client be ill‑advised to commence any legal proceedings against our client threatened in your letter/reply, such proceedings will be vigorously resisted on behalf of our client, at the sole risk of Mr. Baig Muhammad as to costs and consequences. . Yours faithfully, (Sd.) Orr, Dignam & Co." The petitioner yet received another reply dated 17th October, 1973 which reads: "Aziz A. Munshi, Esq. Advocate, Motiwalla Building, Campbell Street, Karachi. Dear Sir, Re: Humayun H. Muhammad We act for Mr. K.M. Nasim, Director, Aizad Beverages Industries Ltd., Samundri Road, Lyallpur. Our client has transmitted to us your letter dated the 28th September, 1973 and has instructed us to reply thereto as follows: "The allegations made in your letter are based on misconception of law and facts and are, therefore, totally rejected by our client. The fact is that Mr. Baig Muhammad is a Director representing a small percentage of the paid‑up capital of Aizad Beverage Company Limited (hereinafter for convenience referred to as "the company") on the Board of Directors. However, not having been fully advised about his rights under the Articles of Association 'of the Company, the Companies Act and other laws in force in Pakistan, he has been making frivolous and unlawful demands in regard to the supply of information and documents concerning the affairs of the Company for which he had no right. Mr. Baig Muhammad did not stop at demanding such information and documents but went to the extent of indicating that our client had misappropriated the Company's money and further alleged that fictitious entries had been made in the Company's account and balance‑sheet. He further tried to stress this point by alleging that a statement of wealth should be made out by our client indicating the wealth acquired by our client. Our client has taken very serious exception to these allegations and has instructed us to inform Mr. Baig Muhammad through you, which we hereby do, that he reserves the right to commence proceedings against Mr. Baig Muhammad for these false and malicious allegations. It view of what has been stated above, we have been instructed to reject the allegations and demands contained in paragraphs 1, 2, 3 and 4 of your‑letter. We have further been instructed to inform you, which we hereby do, that our client refuses to comply with the requisitions contained in paragraph 5 of your letter and that if Mr. Baig Muhammad is ill‑advised to commence any proceedings against our client in connection therewith, the same will be vigorously resisted at the sole cost of Mr. Baig Muhammad as to costs and consequences. Yours faithfully, (Sd.) Off, Dignam & Co." It is clear from the perusal of the correspondence exchanged between the parties that very serious disputes, td say the least, have arisen between the parties as to the management of the affairs of the Company. Mr. Mansoor Ahmed Khan, Advocate submits that petitioner's allegations do clearly make out a valid case for dissolution of a firm and as such the respondent‑Company should be ordered to be wound up. I find force in this argument. However, petitioner's allegations are in material particulars controverted by Aizad Hasan and since the allegations and the counter allegations have come on record in the form of affidavits and counter‑affidavits, final finding thereon cannot be given unless the parties are given chance of cross‑examination. I am informed that the petitioner is outside Karachi and will not be available to appear in Court for the purpose of cross‑examination. It would be necessary to examine Aizad Hasan also for the purpose of cross‑examination. I, therefore, adjourn further hearing to a date in office with the conclusion already reached by me that the respondent‑Company is a family concern and is to be treated as a partnership firm for the purpose of these winding up proceedings. A.A./A‑1250/K Order accordingly.