1. ' FAISAL ARAB, J.--- This petition for winding-up has been filed under section 305 read with section 309 of the Companies Ordinance, 1984. Notices were served on the respondent-Company through publication in daily "Jang" and "Dawn" but the respondent-Company failed to appear and contest the proceedings. On the last date of hearing also one last opportunity was given to the respondent-company but it chose otherwise, hence this Court had to proceed with the matter ex parte.
2. ' Learned counsel for the petitioner submits that the respondent-Company suspended its business in the year 1993 and since then it has remained non-functional. During this entire period neither the statutory annual general meetings were called nor the respondent-Company maintained its books of accounts. The company also failed to file statutory returns that is required to file under the law.
3. He submits that the respondent-Company sold its entire plant and machinery way back in the year 1999 and thereafter no fresh investment was made in the company with the result that the respondent-Company has no employee or staff on its rolls. Learned counsel for the petitioner states that in such circumstances it is a fit case to order winding up of the respondent-Company.
4. In this regard he has referred to section 305 (c) and (f) (iv) of the Companies Ordinance, 1984, which reads as follows:- "305. Circumstances in which company may be wound up by Court.-A company may be wound by the Court:-- (a)
5. (b)
(c) if the company does not commence its business within a year from its incorporation, or suspends its business for a whole year.
6. (d)
7. (e)
(f) if the company is- (iii)
(iv) run and managed by persons who fail to maintain proper and true accounts, or commit fraud, misfeasance or malfeasance in relation to the company; or (v)
8. ' After referring to the above provisions of the Companies Ordinance, learned counsel for the petitioner has contended that as the respondent-Company has failed to do any business for year together, failed to maintain proper books of accounts and failed to file statutory returns, the Security Exchange Commission of Pakistan in the first instance served notice on the respondent giving it an opportunity to commence its business and having received no positive response from the respondent-Company decided to initiate present proceedings for its winding up through the Registrar of the Companies as mandated by section 309 of the Companies Ordinance, 1984, which reads as follows:-- "309. Provisions as to applications for winding up.--An application to the Court for the winding up of a company shall be by petition presented, subject to the provisions of this section, either by the company, or by any creditor or creditors (including any contingent or prospective creditor or creditors), or by any contributory, or contributories, or by all or any of the aforesaid parties, together or separately, or by the Registrar, or by the (Commissioner) or by a person authorized by the (Commission) in that behalf'.
9. ' Section 309 of the Companies Ordinance also entitles Securities and Exchange Commission of Pakistan to move an application to the Court for winding up of a company in case grounds for winding up are made out. The Commission can make such application to the Court either directly or by authorizing any person or the Registrar of the Companies in this behalf. In the present case the Commission has authorized the Registrar to initiate winding up proceedings against the respondent-Company on its behalf.
10. ' In the present case the respondent has chosen not to contest the proceedings though served through publication in leading newspapers. The grounds taken by the petition for winding-up of the respondent are also supported by the annual statement of the respondent-Company pertaining to the year 2006, which was placed on record of this case. The report shows that the respondent- Company, which is a public limited Company, has 1497 shareholders. In case the respondent- Company is allowed to remain dormant for indefinite period, a greater public harm would be caused as its shareholders would continue to suffer, specially numerous minority shareholders may not be able to co-ordinate among themselves and muster support of 20% of the shareholders, as required under section 305 of the Companies Ordinance, 1984, in order to come to this Court for winding up and realization of their stuck up investment that they have made in the respondent- Company. It is for this reason that section 309 of the Companies Ordinance empowers the Security Exchange Commission of Pakistan to seek winding up of a Company either by itself or through an authorized person or through Registrar of the Companies. This power facilitates minority shareholders to realize their stuck up capital in a Company that is liable to be wound up under the law.
11. ' The respondent-Company has become non-functional since 1993. It has failed to maintain its accounts and submit statutory returns and that it sold its plant and machinery way back in 1999 and became dormant. All these facts have gone unchallenged. Hence it is a fit case where provisions of section 305 (c) and (f)(iv) read with section 309 of the Companies Ordinance, 1984, be invoked for winding up of the respondent-Company. In the circumstances, this petition is allowed. Let the respondent-Company be wound-up. The Official Assignee of this Court is appointed Official Liquidator to initiate winding up proceedings. His fee shall be settled after taking into consideration the quantum of work that may entail in the process of winding up of the respondent-Company.