MANZOOR HUSSAIN SIAL, J.-1. On 20th April, 1988, Muzaffar Ali Awan (hereinafter referred to as the petitioner) moved application (C.O. No. 8 of 1988) under section 305 read with section 306 of the Companies Ordinance, 1984 (hereinafter referred to as 'Ordinance'), for winding up of M/s. Pioneer Alliance (Pvt) Ltd (hereinafter referred to as 'respondent-company'), on the grounds that the petitioner was induced by the respondent to advance loan of Rs. 6 lacs with an understanding that he would be paid profit at the rate of 4% per month on the basis of an agreement to that effect executed on 20th January, 1988 in his favour. Thereafter the directors of the respondent-company disappeared to avoid payment. It was also disclosed that the respondent-company was unable to pay its debts and was thriving on its subsidiaries namely (1) Bigmack Food (Swiss Biscuits), Kot Lakhpat, Lahore (2) Pioneer Match Factory, Multan Road, Lahore and (3) Najfi Bottlers, Sahiwal.
2. Along with this petition, application (C.M. No. 202- L/88) under section 325 of the Ordinance was also filed for appointment of Provisional Manager, pending disposal of the main petition. Pursuant to issuance of prescribed notice by this Court M/s. Muhammad Amin and 85 others claiming themselves to be creditors of the company on 5th July, 1988 moved application (C.M. No. 354-L/88) under section 325 of the Ordinance for identical relief.
3. Similarly on 4th June, 1988 M/s. Khurshid Ahmad and 360 others also filed petition (C.O. No. 12 of 1988) for winding up of the respondent-company, on the grounds highlighted above. They also applied for appointment of Provisional Manager for issuance of prohibitory order restraining the respondents to deal with the assets of the respondent-company.
3A By this order, I propose to dispose of all these matters as common question of law is involved therein.
4. No one has appeared on behalf of the respondent- company in C.O. No. 8 of 1988 nor respondent Nos. 1 to 4, 7, 8 and 20 appeared in C.O. No. 12 of 1988 despite notice. Exparte against them.
5. The remaining respondents, however, filed their replies to the applications.
6. learned counsel for respondents raised preliminary objection to the maintainability of these petitions in this Court on the ground that the respondent-company was registered on 3rd April, 1986 under the Ordinance, at Isteqlal Building, Second Floor, Jinnah Road, Quetta and only the High Court of Baluchistan has exclusive jurisdiction to entertain these petitions. In support of the plea a certified copy of the certificates issued by the Deputy Registrar, Joint Stock Companies, Quetta was placed on the record. It was also pointed out that the State Bank of Pakistan moved application under section 43-F(2) of the Banking Companies Ordinance, 1962. The learned Chief Justice of the Baluchistan, High Court, Quetta on 8th August, 1988 passed winding up order of the respondent- company and appointed Mr. Tariq Mahmood, Advocate as Official Liquidator. Certified copy of the order referred to above was also placed on the record.
7. In order to verify the assertion made by the respondents on a direction made by this Court, the Joint Registrar, appeared and staffed that the respondent-company has neither been incorporated nor registered within the Province of Punjab.
8. learned counsel for petitioners, on the other had, submitted that the respondent-company after raising huge amounts from the investors purchased the following projects in Pakistan.
1. Big Mak Foods Ltd-Lahore (Swiss Sweets anc Biscuits)
2. Meditex International Ltd., Lahore.
3. Najfi Bottlers (Pvt) Ltd., Sahiwal.
4. Pioneer Construction (Pvt) Ltd., Islamabad.
5. Pioneer Match (Pvt) Ltd., Lahore.
6. Continental Services (Pvt) Ltd., Karachi.
7. Pioneer Foam (Pvt) Ltd., Karachi.
8. Royal Motors, Quetta.
9. . Pioneer Cars (Pvt) Karachi.
10. Royal Press, Quetta.
It was contended that the major business of the Company was being transacted within the Province of Punjab, as such this Court has concurrent jurisdiction to proceed with the winding up process of the respondent-company. It was also submitted that this Court under sections 307 and 308 of the Ordinance can competently seek transfer of the winding up proceedings pertaining to the assets of the respondent-company situate within the Province of Punjab with a view to safeguard the interest of the creditors. It was argued that the respondents are actively engaged in these days to mis-appropriate the assets of the respondent-company located within the Province of Punjab. In support of his submissions the learned counsel relied on Ladli Parishad and another Vs. Kamal Distillery Co., Ltd (AIR 1954 Punjab 94) and Sheikh Amin-ud-Din vs. Lahore Electric Supply Company Ltd., (PLD 1951 Lahore 293).
9. Conversely learned counsel for respondents contended that this Court has no jurisdiction in the matter and in support of his submissions relied on In re: Crescent Jute Mills Ltd and another (PTCL 1983 CL 1), Sri Ganesh Co. Ltd. Muktsar vs. (Firm) Jiwan Ram-Ganga Sabai and others AIR 1934 Lahore 362) and Sakhawat Hussain vs. Chittaranjan Cotton Mills Dacca and another (PLD 1962 Dacca 176).
10. I have considered the contentions raised by learned counsel for the parties. The question which requires determination is, whether this Court has jurisdiction to wind up the respondent-company when it has not been registered within the Province of Punjab. Section 7 of the Ordinance which relates to jurisdiction of the Court, reads: "7. Jurisdiction of the Courts. (1) The Court having jurisdiction under this Ordinance shall be the High Court having jurisdiction in the place at which the registered office of the company is situate: Provided that the Federal Government, by notification in the official Gazette and subject to such restrictions and conditions as it thinks fit, empower any civil Court to exercise all or any of the jurisdiction by this Ordinance conferred upon the Court, and in that case such Court shall, as regards the jurisdiction so conferred, by the Court in respect of companies having their registered office within the territorial jurisdiction of such court.
(2) For the purposes of jurisdiction to wind up companies, the expression "registered office" means the place which has longest been the registered office of the company during the six months immediately preceding the presentation of the petition for winding up.
(3) Nothing in this section shall invalidate a proceeding by reason of its being taken in a Court than the High Court or a Court empowered under sub-section (1)".
Sub-section (1) of section 7 provides that the Court having jurisdiction under this Ordinance, shall be the High Court 'having jurisdiction in the place at which the registered office of The respondent- company is situate. It is not denied that the registered office of the respondent-company is situate within the Province of Baluchistan. This being an admitted position this Court has no jurisdiction to entertain these petitions for Winding up the respondent-company.
11. As regards the other contention of learned counsel for ^petitioner that this Court may seek transfer of the proceedings from the Baluchistan High Court because major bulk of the 'assets of the respondent-company is situate within the Province of Punjab, suffice it to observe, that section 307 of the Ordinance, provides that the High Court which has already made the order for winding up of the Company in its wisdom may solicit consent of this Court for the purpose of winding up of the company, and after obtaining consent, transfer the proceedings as such, to this Court, only on that score, this Court shall have the jurisdiction in the matter.
12. The rule laid down in Ladli Parishad's case cited above by learned counsel for petitioners is not attracted, inasmuch as, that the winding up proceedings in respect of a Company were pending both in Lahore High Court as well as in East Punjab High Court. It was held that there was no legal bar to the maintaining of second petition in East Punjab High Court, inspire of the pendency of a previous application in the Lahore High Court. It is significant to point out that the maintainability of the second application in East Punjab High Court, after the Partition of sub-continent, was held in order, because the later application was moved in a Court situate in different State, but in the instant case both the applications are pending within the Federation of Pakistan.
13. In Sh. Amin-ud-Din's case referred to above status of the Company having its registered office at any place outside Pakistan was considered for the purpose of winding up proceedings in Pakistan. It was held that the company registered outside Pakistan would be an 'un-registered company' and shall be wound up in accordance with law applicable to such companies within Pakistan.
14. In the Crescent Jute Mills' case, cited by learned counsel for respondent, this Court observed that where a company is registered in one Province the law never permitted it to seek recourse to a High Court of another Province. In support of the observation reference was made to law laid down in Kekri Press Co. Ltd (1926) 24 A LJ 768 and Raghbir Singh etc vs. Indian Mutual Provident Fund Insurance Co. Ltd, (AIR 1942 Lahore 74).
15. In the next case relied upon by the respondents, viz Sri Ganesh Company Ltd. Muktsar vs. (Firm)
Jiwan Ram-Ganga Sabai and others, it was observed that since the registered office of the company was situate within the jurisdiction of a particular court only that Court had jurisdiction to pass orders in liquidation proceedings.
16. In the last case viz Sakhawat Hussain vs. Chittaranjan Cotton Mills Dacca and another, it was held that only the High Court, having jurisdiction in the place at which the registered office of the company is situate will be competent to wind up the company. These precedents amply support the view, I have taken in the matter.
The upshot of the above discussion is that these petitions are not maintainable in this Court and are, therefore, dismissed with no order as to costs.