' This is an application under sections 316 and 410 of the Companies Ordinance, 1984 filed by Mr. Muhammad Nazar Khan, Administrator, Taj Company Limited. The contentions raised in this application are that by virtue of the order passed by Lahore High Court in J.M. 45 of 1990 the present defendants alongwith other companies like Bahawalpur Board Mills Limited have been declared as subsidiary companies of Taj Company Limited; the J.M. No, 45 of 1990 in the Lahore High Court is still pending for final adjudication. The present suit has been filed by the plaintiff against Taj Printing Packaging Industries Limited and defendants Nos. 2 to 8 as guarantors.
2. I heard the counsel Mr. Muhammad Nazar Khan, Administrator of Taj Company Limited had relied upon the order, dated 22-5-1991 passed in Civil Original Suit No, 45 of 1990, National Bank of Pakistan v. Banking Tribunal No, 1 and 11 others PLD 1994 Karachi 358 and an unreported judgment in case of I.D.B.P. v. Bahawalpur Board Mills Limited and others in J.M. No, 69 of 1991 passed by this Court. He contended that in PLD 1994 Karachi 358 supra a D.B. Of this Court has held that the present Administrator falls within the provisions of section 316 of the Companies Ordinance and therefore, no proceeding without seeking a permission under the said provision can be instituted against Taj Company, Limited. He further contended that in the unreported judgment in J.M. No, 69 of 1991 the learned Single Judge has held that the proceedings against the subsidiary companies like Bahawalpur Board Mills Limited can be instituted only after seeking permission from the Company Judge in Civil Original Suit No, 45 of 1990 under section 316 of the Ordinance.
3. In reply to this Mr. Aziz-ur-Rahman learned counsel for the plaintiff relied upon Pakistan American Fertilizers, Mianwali v. Ameer Abdullah Khan and another 1984 CLC 2170, UBL v. Sindh Tech. Industries Limited 1988 CLC 1152. Section 290(2), 290(5) and section 316 of the Companies Ordinance, 1984.
The main contention of Mr. Aziz-ur-Rehman is that the present defendants are incorporated under the Companies Ordinance and they have got their own legal entity and that no order to winding up the company, appointment of Provisional Manager and Board, appointing an Administrator or Board have been passed against defendant No,1; and that the provision of section 316 of the Ordinance, 1984 will not be applicable and cannot be enlarged to subsidiary Companies. He further contended that the Administrator appointed for the Taj Company Limited does not fall within purview of section 316 of the Companies Ordinance and that section 316, Companies Ordinance speaks about passing of winding up order and does not include the Board of Management and Administrator in respect of Taj Company Limited and that the winding-up of order of 18-5-1998 in respect of Taj Company Limited has been suspended by Supreme Court of Pakistan which meant it is no more in operation and the D.B. Judgment reported in PLD 1994 Karachi 338 supra is in respect of Taj Company Limited and therefore, is not applicable as far as defendant No,1 is concerned.
4. I considered the submissions. The winding-up order passed by the Lahore High Court in respect of Taj Company Limited has been suspended does not affect the case of the plaintiff either way because the present defendants are not the Taj Company Limited but it is Taj Printing and Packaging Limited. Plaintiffs contention is that there has to be an independent winding-up order against the present defendants and proceedings under section 290 of the Companies Ordinance, 1984. This contention of the learned counsel has no substance in the present circumstances of the case. Firstly because the D.B. In PLD 1994 Karachi 358 supra has already held that the present Administrator has got the same status, so far as the provision of section 316 is concerned as that of winding-up order. The question whether the present defendant is covered by the order of appointment of the Administrator of Taj Company Limited has been resolved in the unreported judgment in J.M. No, 69 of 1991 wherein the learned Single Judge in respect of another subsidiary company namely Bahawalpur Board Mills Limited had held that no proceedings can take place against it unless permission is sought by the Company Judge under section 316 from the Company Court at Lahore and proceedings by I.D.B.P. Against the Bahawalpur Board Mills Limited were stayed. I do not find any reason to differ with the judgment of the Single Judge in J.M. No, 69 of 1991 supra which has got support of the judgment passed by D.B. In PLD 1984 Karachi 358 supra. Mr. Aziz-ur-Rehman submitted that if suit is stayed against the defendant No,1 it can continue against other defendants who are guarantors. Mr. Naazar Khan submitted that the guarantees which have been secured by the defendants Nos. 2 to 8 are also assets of Taj Company Limited which is the subject-matter of Suit No, 450 of 1990.
5. In the circumstances the proceedings of this suit are stayed. The plaintiffs, however, will be at liberty to approach the Company Judge in Civil Original Suit No, 45 of 1990 for permission to prosecute this matter. This application is disposed in terms of the above. Rest of the applications are also stayed accordingly.
Proceedings stayed.