1. ' NADEEM AZHAR SIDDIQI, J.---By filing of this judicial miscellaneous application the applicant/petitioner has prayed for winding-up of respondent No,
1. The petitioner submits that he holds 78 shares of respondent No,1 and since long the said company has not issued any dividend and dividends which were issued were not honoured and the same have been forfeited. The petitioner further submits that since long the respondent-Company is running in loss and it will be appropriate that the same should be wound-up.
2. ' Learned counsel for respondent No,1 submits that earlier also a petition being J.M. No,43 of 2003 was filed which was disposed of vide order dated 9-3-2005 and the respondent-Company had offered for purchase of the shares of the petitioner and his family as well as to pay the dividends to them.
3. ' Learned counsel for respondent No,1 has again made this offer and is agreed to deposit the face value of the shares held by the petitioner and his family before the Nazir of this Court as well as the dividends which were not encashed by the petitioner and his family. Learned counsel further submits that the petition is not maintainable without satisfying the requirements as provided under section 309 of the Companies Ordinance. He then submits that the petitioner and his family from time to time has encashed the dividends issued by the company and only one dividend amounting to Rs,214 has not been encahsed.
4. ' The assistance has been acquired from Khawaja Shamsul Islam, Advocate, who submits that unless the company is unable to do its normal business and fails to pay salaries and discharge its other liabilities the company cannot be wound-up on the mere allegation of sustaining losses by a shareholder having only 78 shares of Rs,10. He further submits that for winding-up the company it has to be seen that the company is not commercially viable and it will be just and proper to wind- up such company.
5. The petition has been filed on the ground that affairs of the company are oppressive to the members and are not being A managed in accordance with sound business principles or prudent commercial practices and that company is showing loss from 1998-99.
6. ' Section 290 of the Companies Ordinance, 1984 provides for filing of application by member/members holding not less than 20% of the issued share capital of a company on the grounds mentioned in the petition. In this matter the petitioner only held 78 shares in the issued capital of the company which shareholding is much less than 20% shares required for filing application to the Court. The purpose of this section appears to keep the company going while at the same time secured the interest of the minor shareholders from acts of oppression and mismanagement. Since the petitioner has not possessed qualified shares he cannot maintain the petition.
7. ' The petitioner is not agreed to sell his share but is agreed to encashment of the dividends. The petitioner states that he has already submitted the dividend warrants with the respondent No,1 for renewal/to arrange payment.
8. ' The respondent No,1 is directed to directly send the cheque to the petitioner at his address bearing House No,177=W, PECHS, Karachi, within fifteen days.
9. ' The petitioner further submits that the respondent No,1 has submitted wrong directors reports and auditors report with the SECP and has approached SECP in this regard but till date no action has been taken on his applications. From the comments of respondent No,2, it appears that proceedings under section 265 of the Companies Ordinance are pending before them.
10. While dismissing this petition as not maintainable I direct the SECP to enquire into the allegations levelled by the c petitioner about submission of wrong reports by the Directors and submission of false Auditor reports on the part of Auditors of respondent No,1 and submit its report within four weeks.
11. ' With the above observation the petition stands dismissed.