Law: Companies Act, 2017

Section: 301, 304, 296, 279, 424

Tag Line Winding-up by contributory refused—no oppression, no loss of substratum, and revival of company possible; “just and equitable” ground not established.  Summary The Petitioners (25% shareholders) filed a petition under Section 304 of the Companies Act, 2017 seeking winding-up of Feroze Feeds Ltd. (FFL) on grounds of oppression, mismanagement, and just & equitable considerations. FFL, a family-owned company, had ceased major operations but still held substantial assets, including industrial land.   ORDER; Adnan Iqbal Chaudhry J. - The petition is under section 304 of the Companies Act, 2017 [the Act] for winding-up Feroze Feeds Ltd. [FFL], a public unlisted company with authorized capital of Rs. 13,000,000/- divided into 1,300,000 shares of Rs.10 each, and paid-up capital of Rs. 5,884,000/- divided into 588,400 shares of Rs.10 each. The Petitioners are shareholders of the company.   Shares of FFL are held between families of four brothers, namely Petitioner No.1 (Shamim Feroz), Respondent No.2 (Almas Feroz), Javid Feroz and late Khalid Feroz. Petitioner No.2 and Respondent 3-5 are sons of the four brothers. Petitioners hold 25% shares. The remaining 75% shares are held by Respondents 2-5, 7 and others. Respondent No.2 is the CEO, whereas the Petitioners and Respondents 3-5 and 7 are directors of the company. When established, the principal line of business of FFL was manufacturing animal feed. Such operation closed in the 1990s’ whereafter the company started exporting towels and importing industrial chemicals. Per the Petitioners, this business also ceased, and the company is dormant for some years now. The main asset of FFL is Plot No. 30-31, measuring 04-00 acres, Sector-16, Korangi Industrial Area, Karachi, which includes the feed plant and the towel manufacturing unit of FFL. Pleadings: On 26.10.2015, the four brothers entered an MoU to divide joint…