1. C. M. A No. 615 of 1980 By this application under section 151, C.P.C. Muhammad S. Riaz son of Ghulam Muhammad, stated to be carrying business under the name and style of "Pakistan Advisory Services", having an office in Karachi (hereinafter called the applicant') prays that order passed in his absence on 18-10-1980 may be set aside and his offer dated 28-8-1980 made on 30-8-1980 to the Official Liquidator to purchase property of Grace Industries Ltd. The company in liquidation may be considered.
2. It is, therefore, necessary to state the background of the order dated 18-10-1980, which is sought to be set aside by the present application.
3. "Grace Industries Limited" a company having its registered office in Karachi, has been ordered to be wound up, and Mr. Fida Husain, a Official Assignee, Karachi has been appointed as liquidator of the Company.
4. The Liquidator advertised the sale of the property of "Grace Indus--tries Limited" (hereinafter called "the company"). Certain offers were received from time to time that were very low. Then the offer of Rupees 1,05,00,000 (Rupees One Crore and Five lacs) received by the Official Liquidator was not accepted and fresh offers were invited. On receipt of the same- they were submitted to Court but were not accepted. Ultimately, on 2-6-1980 the Official Assignee/Official Liquidator made a reference which contained the offers made by various parties. According to the reference M/s. Randhawa Industries Ltd. Jehania, Multan offered to increase their offer from. Rupees 1,36,00,000, Rupees One Crore and I thirty six lacs) to Rupees 1,47,00,000, Rupees One Crore and forty seven lacs) out of which they offered to pay Rs. 42,00,000 Rupees Forty two lacs) as down payment and the balance amount within five years, M/s. Sheikh Mohammad Amin & Co., increased their offer from Rs. 1,31, 00,000 (Rupees One Crore and thirty one lacs) to Rupees 1,63,00,000' (Rupees. One Crore and sixty three lacs out of which they offered to pay Rs. 51,00,000 (Rupees Fifty one lacs) on the day possession of the property was handed over and the balance amount of Rs. 1,12,00,000 (Rupees. One Crore and twelve lacs) within a period of 48 months, M/s. Pakistan Advisory Services offered to purchase the total assets of the company for Rupees 1,65,00,000 (Rs. One Crore and sixty five lacs) and they proposed to pay Rs. 2,00,000 (Rupees Two lacs) as down payment but offered to pay balance amount of sale consideration in 8 instalments spread over a period of 30 months on terms different from those advertised, as detailed in their letter dated 12-5-1980, a photostat copy whereof was annexed as annexure `C' to the reference, M/s. Industrial and Commercial Syndicate, Karachi offered to purchase the property for Rs. 1,45,05,000 (Rupees One Crore, forty five lacs and five thousand) but this offer was withdrawn before the reference was submitted by the Official Liquidator to the Court.
5. The reference also stated that Syed Muheeb Hussain, the Chief Law Officer of Pakistan Industrial Credit and Investment Corporation Limited had forwarded a letter from one Mr. Riaz Ahmed Shaikh offering Rs. 1,40,00,000 (Rupees One Crore and forty lacs) as total price of the assets of the Company. This reference came up for hearing finally on 9-8-1980, when the following order was passed.
6. "The learned advocate for PICIC and the Official Liquidator state that the property cannot be sold on the terms and conditions mentioned in the letter of the Pakistan Advisory Services dated 12-5- 1980., a photostat copy whereof is annexed by the Official Liquidator to his reference dated 2-6- 1980. This offer will therefore be rejected. However, all the parties request that they may be allowed three weeks time for revising the offers and/or making or receiving further offers and for considering the offer of Mr. Riaz Ahmed contained in his letter dated 28-5-1980 in the light of other offers, if any. 1, therefore, adjourn the hearing to 30-8-1.980 as jointly requested." and it will be seen by the above order that the parties were allowed three weeks time to revise their offers. It may be mentioned that the above stated offers were not on the same terms and conditions as advertised.
7. Whereafter, the Official Liquidator made other reference dated 25-8-1980, wherein he stated that he had informed M/s. Pakistan Advisory Services vide his letter OA/OL/1083/1980 dated 16-8-1980 that their offer being conditional and not being in accordance with the terms and conditions mentioned in the advertisement for sale of property could not be accepted and was therefore rejected. He further informed them that however, they and other interested parties were free to revise and/or make fresh offers. In this reference it was stated that Mr. Riaz Ahmed Shaikh vide his letter dated 16-8-1980 had offered to purchase the property for an amount of Rupees 1,40,00,000 (Rs. One Crore and forty lacs) without any conditions and had enclosed with his offer a Pay Order of rupees 2,00,000 (Rs. Two lacs) agreeing to pay the balance amount of Rs. 1,38,00,000 (Rs. One Crore and thirty eight lacs) at the time when the property was handed over to him. Significantly M/s. Pakistan Advi--sory Services did not make any fresh offer. This reference came, up for hearing on 30-8-1980, when the following order was passed "Mr. M. S. Riaz states that he is prepared to make better offer on the same terms and conditions as offered by Mr. Riaz Ahmed Shaikh-if he is allowed some time.
8. I, therefore, by consent adjourn the hearing to f3-9-1980. If any offers are made up to 8-9-1980, the Official Assignee will receive the same."
9. It is stated that during the hearing Mr. Muhammad S. Riaz, the appli--cant, wanted to submit some offer which he showed to other parties but when they pointed out that the same was not unconditional he did not submit the same but requested for further opportunity to submit uncondi- -tional offer that was given to him as would appear from the above offer. He however, had delivered copies of the conditional offer to the parties and the Official Assignee but in view of further opportunity given to the applicant no mention was made about the offer contained in the letter dated 28-8-1980 by the Official Liquidator or any other party.
10. Thereafter, the matter came up on 4-10-1980 but since the counsel were busy before other benches the matter was adjourned to 11-10-1980 but on this date it could not come up due to the sad demise of Mr. Justice AN. Akhund and finally the reference came up for hearing on 18-10-1980 when the following order which in effect, is sought to be reviewed was passed "On 30-8-1980, one Mr. M.S. Riaz of the Pakistan Advisory Services was present and had shown his willingness to make better offer on the same terms and conditions as offered by Mr. Riaz Ahmed Shaikh, if he was allowed some more time. However, the learned Official Liquidator states that no better offer has been made by Mr. M. S. Riaz of Pakistan Advisory Services on the same terms and conditions. In fact today he is not present to pursue the matter any more. However, the learned Official Liquidator has pointed out that the offer made by .Mr. Riaz Ahmed Shaikh is also not on the same terms and conditions as were advertised. He pointed out that Mr. Shaikh has offered to purchase the factory on the condition that he would pay the balance amount on execution of the sale-deed while the terms of the sale contained in the advertisement require the payment of balance amount to be paid within one month of the acceptance of the offer.
11. Now, Mr. Riaz Ahmad Shaikh states that he is prepared to purchase the property on the same terms and conditions as adver--tised and he will make such offer in writing by 23rd October, 1980 and deliver the same to the Official Liquidator. Since the offer of Rs. 1,65,00,000 made by Mr. M. S. Riaz of Pakistan Advisory Services Was, at variance with the terms and conditions advertised, the same was expressly rejected by the Official Liquidator as stated by him, pursuant to the order of the Court dated 9-8-1980. Since now. There is no better offer available I permit the Official Liquidator to accept the offer of Mr.. Riaz Ahmed Shaikh, of Rs. 1,40,00,000 if made and found to be in accord with the terms and conditions advertised. This order is passed by consent of Mr. Abdul Ghafoor Mangi, Advocate and Mr. Moheeb Hassan, Official Liquidator, Mr. Amanullah Khan and Mr. Akhtar Mahmood Khan.
12. However, I may record that Mr. Amanullah Khan Advocate for National Bank of Pakistan stated that instruction of his clients was that he should support the offer of Rs. 1,65,00,000 made by Mr. M.S. Riaz of Pakistan Advisory Services. He, however, agreed that the offer of Mr. M.S. Riaz was rejected by the Official Liquida--tor and there is no other offer in the field and the opportunity given to the said Mr. M.S. Riaz to improve upon his offer on the same terms and conditions as was advertised has not been availed of by him.
13. I may also record that Mr. Moinuddin Ahmad pointed out that he has made some application on the last date of bearing which bad not been put up for orders. 1 therefore. Sent for the same and on receipt I found that it was lying under objections. Office has raised the following objections "(1) section of law should be given.
(2) Affidavit should be filed in support of the application,"
14. However, by consent I have taken up this application. Mr. Moinuddin Ahmed agrees that the offer of Rs. 1,65,00,000 was rejected by the Official Liquidator on 16-8-1980 pursuant to the order passed by the Court on 9-8-1980 as stated by the Official Liquidator at the Bar.
15. As regards the so called offer of Edible Oil Corporation of Pakistan mentioned in the application under consideration, the Official Liquidator has pointed out that the said offer was made to the company under liquidation and the Official Liquidator and there is no such offer now subsisting from the Edible Oil Corporation of Pakistan. Mr. Moinuddin Ahmed has not been able to point out any thing to the contrary on the record and agrees to what the Official Liquida--tor has stated at the Bar. Mr. Moinuddin Ahmed further states that he has no other point to urge in relation to the application. Under the circumstances I reject the application."
16. It is submitted by Mr. Hyder Ali Pirzada, learned counsel for the applicant that the offer of M/s. Pakistan Advisory Services dated 28.8-1980 which was submitted on 30-8-1980 was not considered.
17. It is admitted fact that this offer was not submitted to the Court on 30-8-1980 or any subsequent date and in fact on 30-8-19S-0 an opportunity was sought to improve upon the offer and make it unconditionally which opportunity was given to the applicant as would appear from the order quoted above. The applicant however, did not submit any offer thereafter, therefore, he cannot make any grievance on this count, even otherwise if this offer could be considered it was liable to be rejected for it was con--ditional offer. The Official Liquidator did not mention it obviously for the reason that the applicant himself had sought time to make an un-conditional offer. It is however, submitted by Mr. Hyder Ali Pirzada that the offer of Riaz Ahmed Shaikh which was considered on 18th October, 1980 was also somewhat conditional but Riaz Ahmed Shaikh was present in Court, had agreed to waive the condition and submit unconditional offer and this is why Official Liquidator was allowed to accept the same if it was so submitted. If the applicant had cared to be present on 18-10-1980 and requested for further opportunity the same might have been given to his. Since lot of time had already been spent in obtaining best possible offer it was thought proper to allow the Official Liquidator to accept the offer if the condition of making payment at the time of delivery of property was deleted. In these circumstances I am of view that not only a just and fair order was passed but no prejudice was caused to the applicant for his offer was, in any case, liable to be rejected as he wanted to pay the price in instalments. Under the circumstances, I reject the application but leave the parties to bear their own costs.