Law: Companies Ordinance, 1984

Section: 305,309

Companies Ordinance (XLVII of 1984)--Ss. 305 & 309-Winding up of company, petition for--Non-holding seven consecutive Annual General Meetings by company-Suspension of business by company for last several years Disappearance of substratum of company--Company being used for fraudulent purposes and managed and run by a person having committed fraud with general public High Court allowed petition with costs and ordered winding-up of company in circumstances. ORDER TUFAIL H. EBRAHIM, J.---This petition for winding up has been filed under section 305 read with section 309 of the Companies Ordinance, 1984 by the Additional Registrar of Companies, Securities and Exchange Commission of Pakistan (Petitioner) against Messrs Noorie Textile Mills Ltd. respondent company on the following grounds: (a) The Company has made default in holding seven (7) consecutive Annual General Meetings AGMs and is liable to be wound up under clause (b) of section 305 of the Ordinance. (b) The company has suspended its business for the last about (12) years and is liable to be wound up under clause (c) of section 305 of the Ordinance. (c) The Company has failed to pay any dividend to its Shareholders since long. It is not maintaining its registered office at the notified address in terms of section 142 has failed to hold election of Directors since 1997 as required by sections 178-180 of the Ordinance. The shareholders' equity is negative to the extent of Rs.79,364,740. It exists only on papers. The substratum of the Company has disappeared and it is just equitable to wind up the Company, in terms of clause (h) of section 305 of the Ordinance. (d) Such other additional grounds as may be submitted at the time of hearing the petition. It is an admitted fact that the nominal capital of the respondent-Company is Rs.50,000,000 divided into 5,000,000 ordinary shares of Rs.10 each and the paid-up capital of the respondent-Company is Rs.48,600,000 divided into 4,860,000 ordinary shares of Rs. 10 each. The learned counsel for the respondent-Company candidly admitted that the respondent-Company had failed to hold the Statutory Meetings as stated in ground No.(a), but states that after receipt of the…

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