2005 PLP 1377 (CLD)

By this petition, the petitioner, Messrs Qayyum Spinning (Pvt.) Limited, 'a company incorporated under the Companies Ordinance, 1984 and listed in the Karachi and Lahore Stock Exchange, seek winding up under section 309 read with Proviso (a) of section 305 of Companies Ordinance, 1984. The facts are that the status of petitioner-Company, earlier incorporated as Raja Textile Mills (Pvt.) Limited renamed as Schon Spinning Mills (Pvt.) Limited followed by present name i.e. Qayyum, Spinning Limited, was converted from private to public limited company on 1-7-1991. The petitioner-Company was established to carry on the business of spinners, weavers, manufacturers, knitters hosiery and other goods and fabrics, textiles. The paid-up capital of the petitioner-Company is 150,000,000 ordinary shares of Rs.10 each with paid-up capital of Rs. 120,000,

000. The petitioner-Company was closed on suffering of losses and an Extraordinary General Meeting of the shareholders of the petitioner-Company was called through notices published in newspapers The 'Finance, and 'Kainat' on 5-3-2004 wherein it was resolved to voluntarily wind up the petitioner-Company. It appears that the Company incurred liability of an amount of Habib Bank Limited and Rs.29,971,549 towards demand of Income-tax Department. As regards the amount of Habib Bank Limited a suit was filed which was decreed for Rs.74.161 million in terms of compromise according to which the petitioner-Company agreed to pay the said amount in instalments. Notices of the petition were advertised in pursuance of Rule 55 of the Companies (Court) Rules, 1997 in daily newspapers 'The News' and 'Jang' in their publication dated 29-4-2004 and 1-5-2004 respectively as well as in Gazette of Pakistan dated 12-5-2004. On receipt of notice, the Registrar of Joint Stock Companies filed objections disclosing charge entered against the Company with respect to certain liabilities of National Bank of Pakistan and P.I.C.I.C. Mr. Aga Faqir Muhammad, learned counsel for the petitioner stated that these liabilities have already been cleared and paid off. He has also filed a statement dated 18-9-2004 followed by a certificate under the signature, Muhammad Naeem, Chief Executive of the petitioner-Company confirming the liability. He makes a further statement on behalf of proposed company that in case of such claim or liability, the same would be due and payable by the Company, Messrs Qayyum Spinning (Pvt.) Limited. In view of the above facts, coupled with the reasons that the company has ceased to carry on business and the undertaking given at the bar, this J. Miscellaneous Application is allowed as prayed at (i) and (ii) of the petition. Mr. Mansoor A. Shaikh, Advocate is appointed as Liquidator with all powers as provided under the provisions of the Companies Ordinance. The petitioner to pay a sum of Rs.50,000 initially towards the cost of the Liquidator directly to the Liquidator within two weeks. M.B.A./Q-49/K Petition allowed.