1. ' MUNIB AHMAD KHAN, J.---The petitioner has filed this petition under section 305 of the Company Ordinance, 1984 for winding up of respondent No,1 i,e, Messrs. Abdul Razzak (Private) Limited inter alia on the ground that the petitioners are major shareholders to the extent of about 2/3rd of which detail is given in para. No,6 while the company was under the control of respondent No,1 being Chief Executive of the company, hence all documents including shares were in his possession. It has also been alleged in the petition that the registered office of the company has been shifted and respondent No,1 is mismanaging the company to the disadvantages of the petitioner and the petitioners have not paid their remuneration which runs in lac of rupees nor their personal loan given to the company, has been returned while no A.G.M. Has been called nor the petitioners are provided access to the company's record. Moreover the respondent No,3 is son of respondent No,2, who is not director of the company, is controlling the affairs of the company and that both these respondents are running parallel business to the company in the name and style of Messrs S.S. Corporation and by that they have increased the loan of the company and have illegally added assets to themselves, which amount to mismanagement and fraud and according to financial statement of the company, the company has conducted no business in the past 2/3 years and the auditors have reported that there is no hope that the company will continue.
2. ' To the petition the Joint Registrar of Companies has filed its comments and according to those comments, the position in respect to the share and directorship given in petition is correct, while in respect to other paras, no comments have been offered.
3. ' The respondents Nos.1 to 3 have objected to the winding up and besides taking preliminary legal objection toward maintainability of the petition, they have denied the status of the petitioner, on the ground that they have transferred their shares. However, it has been admitted that the company has suffered losses while claim of the petitioners towards monthly remuneration or their loan to the company has been denied. To show, that the company did not earn any profit, the respondents relied upon some minutes of meetings including minutes of meeting dated 31st October, 2006. They have also filed audit sheet to show that the company is suffering losses while immovable property of company at Faisalabad and commercial property at Bolten Market are shown in the name of the company.
4. ' During the course of hearing, Nazir was appointed as Commissioner at the request of the petitioner to carry out inspection, as according to petitioner certain dyes and chemical of the company were lying at a common go down and some were misplaced by the respondent for its own personal business. To this report of Nazir, respondents have filed objection along with several vouchers which includes invoices import papers etc. To show that these stocks inspected by the Nazir was not of the respondent company but was imported by the respondent for their other business. The dispute in hand is that big place is shared by respondent company as well as by some other commercial concerns owned by respondents Nos.2 and 3. There is no rejoinder to the objections filed by the respondent to Nazir report which has been supported through documentary evidence. All those documents filed by respondent in support of their claim are not old but for the years 2005 and 2006 while according to auditor of the company as well as petitioner himself, company is not working for the last 2/3 years. It is a matter of common knowledge that chemical cannot be kept for longer period and to be utilized as early as possible, therefore, there can be no presumption that these are company's assets which has not been working for the last about 2/3 years, therefore, I reject the claim of the petitioner towards chemical/dyes mentioned in the report of Nazir.
5. As far as the contention of the parties coming out of pleadings is concerned, it is established that shareholding is between petitioners' family as well as in the respondent No,2's family and this association cannot go further due to differences and allegations levelled against each other's. The claim of the petitioner to the extent of shareholding has not been rebutted in a satisfactory manner by respondent as although they have claimed that the shares have been transferred by the petitioner but no proof of payment towards consideration, as alleged, has been shown notwithstanding the facts that company was/is owner of land at Faisalabad and commercial property at Bolten Market, which is relevant factor to determine share value. The contention of the respondent has also not been supported through any statutory submission before the Registrar of Company, while Registrar has confirmed the holding of the petitioners through his comments. In the circumstances, and keeping in view the Auditor's report, there is no reason that the company to be continued, therefore, it is ordered that the company be wound up hence official Assignee is appointed as Liquidator to wind up the company. The claims of the parties to this petition, which have not been discussed above, is to be scrutinized by the Official Liquidator.