This order will dispose of C.Os. Nos.35, 36, 37 am 38 of 2005, in which common questions of law and facts are involved.
2. The applicant is a private company limited by shares and the instant application has been filed on it's behalf under section 387(5) of the Companies Ordinance, 1984 by the Liquidator, for extension of time, for submission of dissolution/ liquidation report. The Management of the company (in liquidation) in terms of the special resolution dated 29-7-2003 opted for voluntary winding up, for the dissolution of the company, the notice in this respect was published in the official Gazette on 13-8-2003, the publication of notices in various newspapers on 4-8-2003.
3. The applicant asserted in the application, that the winding up proceedings are almost complete, finalized and the delay caused in the submission of dissolution report was attributed to the time consumed in disposal of the assets of the company (in liquidation).
4. Voluntary winding up of the applicant company, by virtue of section 359 of the Companies Ordinance, 1984, is deemed to have commenced on 29-7-2003 when the special resolution to this effect was passed. The winding up proceedings were required to be completed according to section 387(5) of the Ordinance, by or before 29-7-2004, i.e. within a period of one year from the date of the commencement of the winding up. In case of inability to complete the winding up process, the liquidator was under a legal obligation to move to this Court for the extension of time under section 387(5) of the Ordinance. The applicant was entitled to the grant of extension by one month, at aSof six months in view of the aforementioned provisions of law. Admittedly, no such application was moved at the expiry of the period of one year. The instant application is filed after the lapse of almost 1 year and 11 months.
The language of section 387(5) is very clear and does not need any scholarly interpretation. It provides that extension can be granted for one month at a time, in all for a period of six months and that too for the reason, that any proceedings for or against the company, are pending in a Court. The word, "shall" is mentioned in section 387(5), which makes the direction mandatory and disobedience entails serious consequences amounting to the invalidity of the act done in disobedience to the provisions of law. This Court in the case of "Ch. Muhammad Saleem v.
Combined Industries (Pvt.) Ltd. Lahore" PLD 1994 Lahore 125 has already held that period, prescribed for completing the winding up of the company, can be extended for one month at one time, and such extension cannot exceed from six months in all.
The instant application has been filed almost one year, after the expiry of the statutory period. No extension was sought at the relevant time. Additionally, the permission for extension of time is sought on the grounds, which fall outside the purview of section 387(5) of the Ordinance. This application has no merits, the extension sought for is declined. The instant application is accordingly dismissed.