1. ' SYED HASAN AZHAR RIZVI, J.---This is a petition under section 305 of the Companies Ordinance, 1984, in which the petition has prayed that the respondent has committed default in the payment to the petitioner, therefore, the respondent company be wound up under order of this Court and Provisional Manager/Official Liquidator may also be appointed for winding up of the respondent company.
2. ' Notice of the main petition was published in daily 'fang' and daily 'Dawn' dated 17-4-2009 and so also in the official Gazette of Pakistan dated 6-5-2009.
3. ' In response to the notice, the respondent filed written statement denying the allegations made in the petition and stated that the petitioner filed the present winding-up petition only to, blackmail, pressurize and coerce the respondent. It was further stated that no other creditor of the company has any complaint against the respondent company. It was also stated that the petitioner repeatedly asked to reconcile the accounts with the respondent. As such, no case of winding up has been made out against the respondent company and the instant petition may be dismissed with cost.
4. ' Comments by the Joint Registrar of the Companies, Securities and Exchange Commission of Pakistan, were filed on 9-10-2009 stating therein that as per the object clause of the Memorandum of Association filed by the respondent with the SECP, the business of the respondent is to carry on and undertake trading business of all sorts and to act as indenters, exporters, traders, suppliers, marketers and commission agents of products, commodities and materials in any form or shape manufactured or supplied by any company. It was further stated that as per record maintained by the Company Registration Office Karachi charges in the sum of Rs,15,000,000 till 7-7-2009 have been registered against the respondent company.
5. It appears from the record that parties in presence of their advocates mutually arrived at an amicable settlement and such terms of settlement recorded in the order passed by this Court on 8-10-2010. For advantageous. The terms and conditions of the compromise are reproduced as under:-- "(1) The respondent in discharge of his entire liability ready to pay Rs,80 lacs to the petitioner.
(2) This amount will be paid within a period of 12 months from today in 12 equal monthly installment, which comes to Rs,6,66,666 approximately for each installment, however, if any deficit is found it will be adjusted and paid in the last installment.
(3) The respondent has agreed to deposit each installment with the Nazir of this Court through pay order in the name of petitioner.
6. (4)
7. The first installment for the month of October, 2010 will be deposited by the respondent on or before 20th October, 2010 without any fail with the Nazir of this Court.
8. All remaining installments will be deposited by the respondent with the Nazir of this Court on or before 5th day of each following month in accordance with English Calendar.
9. Both the parties have mutually agreed that till the entire amount is realized and fully paid, let this winding up petition be adjourned sine die, and in the event of any default of any installment the petitioner will be entitled to immediately apply to this Court on urgent motion to fix winding up petition for hearing and it will be heard and decided on its own merits."
10. Since respondent has failed to abide by the above order, the petitioner company moved an application for contempt bearing C.M.A. No,1 of 2011. Notices to the alleged contemnor were repeatedly issued, but the same were returned unserved. The petitioner moved application for substituted service as the alleged contemnor could not be served through ordinary modes, which was allowed and notice were published in daily Dawn' and daily 'Jang' dated 30-8-2011, but since then nobody has turned up.
11. Perusal of order dated 8-10-.2010 reveals that respondent entered into a compromise as incorporated in the said order but has violated its own commitment. Notice were repeatedly issued through all modes including publication in daily 'Dawn' English and daily 'Jang' Urdu but all in vain.
12. The conduct of the respondent clearly shows that respondent is unable to pay its debt.
13. Consequently, the winding up petition is allowed. The Official Assignee of Karachi is appointed Official Liquidator to look after all the affairs of the respondent, company and to proceed further strictly in accordance with law.