' ATHAR MINALLAH, J.---This petition has been filed under section 305 of the Companies Ordinance, 1984 (hereinafter referred to as "Ordinance of 1984") seeking winding up order in respect of the respondent Company.
2. The facts, in brief, are that the respondent Company was incorporated as a private limited company under the Ordinance of 1984. It is asserted in the petition that the Company has 185,000 subscribed shares of Rs,100/- each divided amongst 35 shareholders. The 12 petitioners hold 30% of the shareholding while petitioners Nos. 1 and 2 are also members of the Board of Directors of the Company.
3. Learned counsel for the petitioners has contended that; the latter have been practically ousted from participating in the affairs of the respondent Company; the affairs of the Company are being conducted in an oppressive manner; the affairs are being run in a fraudulent manner and the management of the Company has been hijacked; since 2006 audited accounts of the Company have not been presented in the respective Annual General Meetings; false audit reports have been submitted by the management of the Company; the management has made the company to execute contracts based upon fraudulent misrepresentation; there is a complete deadlock between the petitioners and the group led by one Waheed Shah; the Company is being managed by the said person in violation of the provisions of the Ordinance of 1984; the affairs of the Company are being dominated by the Chief Executive and the Articles of Association are being violated.
4. The learned counsel appearing on behalf of the respondent Company has argued that; nothing has been placed on record in order to make out a case under section 305 of the Ordinance of 1984; the respondent Company is being managed strictly in accordance with the provisions of the Ordinance of 1984 and the Rules/gegulations made thereunder; the respondent Company and its Management is carrying on lawful business; no case is made out under section 305 of the Ordinance of 1984.
5. The learned counsel have been heard and the record perused with their able assistance.
6. Section 305 of the Ordinance of 1984 contemplates eventualities described in clauses (a) to (i) for the purposes of winding up a company. The learned counsel appearing on behalf of the petitioners has not been able to point out any material placed on record in order to make out a case in favour of passing an order for winding up of the Company. Admittedly, the petitioners hold 30% of the shares. The allegations raised in the petition are not supported by any material placed on the record of this Court. The petitioners may be disappointed due to the decisions taken by the majority share holders but such disappointment does not tantamount to oppression of the minority. The onus to make out a case for passing a winding up order was on the petitioners. The latter have failed to satisfy this Court that a case is made out in the light of the eventualities mentioned in section 305 of the Ordinance of 1984.
7. For what has been discussed above, the instant petition is without merit and is accordingly dismissed.