NADEEM AZHAR SIDDIQUI, J. - The Petitioner has filed this petition for voluntary winding up of M/s. Trade Leadere (Pvt.) Limited, having its registered office at Karachi and incorporated on 28.2.1984.
2. The notice of winding up was published in the daily "JANG", Karachi dated 15^2.2007. Notice was also published in the Gazette of Pakistan dated 07.03.2007.
3. In response to the notice no objection was received. The Additional Registrar of Companies has filed parawise comments to the petition, In the said comments the Additional Registrar submits that the petitioner is not a dormant company and has been filing statutory reports regularly and that a charge of Rs. 5,000,000/-, dated 19.5.1993, is registered against the Petitioner in favour Of Soneri Bank Limited.
4. The learned counsel for the Petitioners filed a statement alongwith letter of the Bank intimating the Deputy Registrar regarding the adjustment of liability by the Petitioner.
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5. The grounds for winding up as disclosed in the petition are that the petitioner company is not conducting any functions and/or business since 1998. In the petition it was also stated that there are no creditors of the petitioner. However, details of the debtors have been provided.
6. The Petitioner, in its meeting dated November 15, 2006 resolved to wind up the petitioner as it is not doing any business since the year 1999, and is unnecessary liability.
7. Section 305(a) of the Companies Ordinance, 1984 provides that a company may be wound up by the Court if the company has, by special resolution, resolved that the company be wound up by Court. Section 305(d) of the above Ordinance provides that a company may be wound up if the company does not commence its business within one year from its incorporation or suspends its business for a whole year.
8. Mr. Omair Nisar, learned counsel for the petitioner, submits that all the formalities have been completed and no purpose will be served by keeping the company active and that it is just and equitable that the petitioner company be wound up.
9. Admittedly, the petitioner is not doing any business since 1998 as stated in the petition and the Board of Directors of the Petitioner in its Special Meeting held on 8. 12.2006 has resolved for winding up of the company. The winding up has been sought on the statutory grounds. Suspension of business by a company for more than a year and continuous incurring of liability are sufficient grounds for passing order of winding up.
10. In view of the above, I allow this petition and order winding up of M/s. Trade Leaders (Pvt.)
Limited. Official Assignee is appointed as official liquidator to take over all the assets and management of the petitioner company and to proceed according to law. The petitioner, for the time being, is directed to deposit Rs. 50,000/- towards expenses and fees of the Official Assignee.
11. The petition is allowed with no order as to costs.