Law: Companies Ordinance, 1984

Section: 305

Companies Ordinance (XLVII of 1984)---Ss. 305 & 309---Winding-tip petition by the Investment Corporation having advanced loan to the Company ---Winding-up of Company for the same being unable to pay its debts and failure to commence its business sine incorporation and appointment of official assignee as the official liquidator by the Company Judge---Appeal before Supreme Court was preferred solely using the plea of lack of competence viz. the respondents (Investment Corporation of Pakistan) being investors on profit and loss basis were not the creditors within the contemplation of the banked upon statutory provision and thus were not competent to move the winding-up petition when they hall even failed to invest the covenanted sum---Validity---Conjunctive reading of the agreements, the demand promissory note, the trust deed and the registered mortgages, charges, hypothecations and the correspondence exchanged between the parties patently demonstrated the intendment of the parties and the nature of the arrangements made as to its juridical classification, a loan facility explicitly described as a loan of the agreement comprising long term PTCs and LFM refinancing by the syndicate secured through mortgage of all present and future movable and immovable asset uncalled capital, continuing floating charges, to rank pari passu with ill existing mortgages/charges with other creditors at fixed rate of profit payable bi-annually to be credited as expenses in the profit and loss account of the company, restraining the company from alienating any of its asset during subsistence of encumbrances or charges of mortgages in favour of till Syndicate in the event of default rendering the entire sum due and payable upon expiry of the notice period---Such factum had been admitted even by the company in the reply to the notice rendering unambiguously clear beyond the realm of doubt that the availed facility by the Company from the Investment Corporation (Syndicate) for all interests and purposes was a loan fully secured through proper documentation and not investment simpliciter--­Company, admittedly since its incorporation nearly a decade ago, had not even commenced its…