1. ' WAJIHUDDIN AHMED, J.---Through the impugned order, dated 2-11.1995, a learned Company Judge of the High Court of Sindh directed winding up of Unichem Corporation (Pvt.) Limited. Official Assignee was appointed the Official Liquidator. Against such order, however, this appeal was preferred by the said company as also by Sarni Ahmed Shaikh, his wife and two sons, one of the groups of shareholders. On 15-11-1995, when the stay matter was taken up in chambers, the following order was passed in the presence of the appellants' learned counsel:--- "Heard. The Official Assignee Mr. Bashir Ahmad Memon shall prepare the Inventory Report of the assets of the Company (Unichem Corporation (Pvt.) Limited) situate at F/59-A, S.I.T.E. Karachi, and shall submit his report on or before 29-11-1995. The operation of the impugned judgment dated 2- 11-1995 passed by the learned Company Judge, Sindh High Court, for winding up of the Company shall remain suspended. The remuneration for preparing the Inventory Report, is provisionally fixed as sum of Rs,20,000. This amount shall be paid to the Official Assignee in advance by the petitioners."
2. ' Since then the matter seems to be hanging fire. We heard the same at some length on 11-11-1999 and 12-11-1999. At the time, it emerged as if the parties would be more inclined to resolve the dispute amicably. Time was given for such purpose but today an application has been filed by the learned Advocate-on-Record for the appellants seeking to withdraw the appeal itself.
3. ' It is the prerogative of a Court, when a case has partly been heard, to allow or not to allow, withdrawal of the proceeding unilaterally at the instance of one of the parties. Part hearing or no, even otherwise, irrespective of the nature of proceedings, such an order can be withheld by the Court, if the ends of justice so require. This is moreso at the level of this Court where Article 187 of the Constitution postulates as under:--- "187. Issue and execution of process of Supreme Court.--(1) Subject to clause (2) of Article 175, the Supreme Court shall have power to issue such directions, orders, or decrees as may be necessary for doing complete justice in any case or matter pending before it, including an order for the purpose of securing the attendance of any person or the discovery or production of any document.
(2) Any such direction, order or decree shall be enforceable throughout Pakistan and shall, where it is to be executed in a Province, or a territory or an area not forming part of a Province but within the jurisdiction of the High Court of the Province, be executed as if it had been issued by the High Court of that Province.
(3) If a question arises as to which High Court shall give effect to a direction, order or decree of the Supreme Court, the decision of the Supreme Court on the question shall be final."
4. ' In circumstances, however, where the High Court order, directing liquidation of the company, is comprehensive enough to cater to all eventualities and where ends of justice can be fully secured by allowing the Official Liquidator to give effect to the High Court findings, in letter and spirit, no need arises for withholding the order of withdrawal of this appeal sought by the appellants. Still, before we accede to the appellants' request we would prefer to point out some relevant aspects, so as broadly to identify the consequences, which should flow as a result of withdrawal of the appeal.
5. ' It would, accordingly, bear mention that there are three groups of shareholders in the company, admittedly, consisting of close relatives and such are as appear below:---
(a) Sami Ahmad Sheikh (SAS Group) Appellants 2 to 5.
(b) Adbullah Ismail (AI Group) Respondents 1 and 2.
(c) Seed Ismail (SI Group) Respondents 3 and 4.
6. ' It further appears that while the appellant group is on one side, the two groups of respondents are arrayed on the other. It is also worth noticing that the learned Company Judge has, in his detailed order, recorded serious findings against the appellant group, the essence of which lies in the fact that the said group of shareholders deprived the others of their rightful entitlements and was continuing to do so when the winding up order was passed. No further comment is necessary because the order of the Company Judge is self-explanatory. However, the major assets of the company, on which the learned Company Judge in the High Court has dilated up on need to be expressly mentioned. The main business of the company is preferable to the following two plants:- -
(a) Glue (PVA) Manufacturing plant.
(b) Synthetic Resin Manufacturing plant.
7. ' Such plants are; reportedly, situated on a common piece of land. The Official Liquidator would examine the preferences of the two contestants for taking over one or both of the said plants and deal with the matter in a just, equitable and lawful manner. It is only when neither of the groups nor any member thereof is prepared, by way of adjustment of entitlement or otherwise, to accept one or more such plants that the Official Liquidator would embark upon the expedient of publicly disposing of the same. In the event one or the other shareholders desires to take over one or both such plants, and it is found just, fair and lawful by the Official Liquidator to do so, the successful shareholders or group(s), as the case may be, would be entitled to have his/ its share and other claims adjusted towards the value of the same. Needless to state that such claims would include claims arising from acts /omissions, equaling non-finance, malfeasance and misfeasance of any of the other shareholders of the company. The impugned order is quite explicit as to such acts of commission or omission. However, the Official Liquidator would have to determine the quantum of such claims/ entitlements. Needless to emphasize that such-like consequential determinations are inherent in the order of appointment of a liquidator following upon a direction to liquidate. In the other alternative of any such asset/ line of business/ industry going to the party or group found liable for any of the aforesaid acts or omissions, involving malfeasance, misfeasance or nonfeasance, equivalent liability would be added in evaluating the asset going to him/ it. In case more parties than one are interested in a particular asset, the Official Assignee may hold a limited auction between the contestants or opt for any other alternative.
8. ' In addition to the said manufacturing lines of business, the company, speaking broadly, has had the agency rights of M/s. Stahl (G.B.) Limited as also the tenancy in 7, Badri Building, I.I. Chundrigar Road, Karachi. Regarding the first of these, the learned Company Judge seems to have found that the appellant-group has either inadequately distributed the agency commission since 1987 or failed altogether to distribute such since 1991, the year when it improperly and unlawfully transferred the said agency to M/s. Samsons Chemicals (Pvt.) Limited. There is a further finding that the tenancy rights in respect of the Bardri Building tenement have also been Illegally and unlawfully transferred to Ismail Sons Paints (Pvt.) Limited. Accordingly, in the same manner as aforementioned it will be for the Official Assignee to determine up-to-date rights of the parties in the said two assets of the company and to make allocations/ adjustments in like manner amongst the shareholders or, alternatively, effect a public disposal of such alienable rights. This, again, would be in consonance with the aforementioned fundamental principles, which govern the powers, jurisdiction and authority of a liquidator appointed to take up the affairs of winding up of a company in terms of section 333 etc. Of the Companies Ordinance, 1984.
9. ' With the foregoing observations, we allow the withdrawal of this appeal, as prayed for by the appellants in consequence of which the appeal would stand dismissed as withdrawn but with the usual costs.