1. ' This is an application under section 309 read with sections 305 and 451 of the Companies Ordinance, 1984 wherein the petitioners Messrs Pak Shaheen (Pvt.) Ltd. Have prayed for winding up of Messrs Croatia Line-Rijeka, a foreign company not registered in Pakistan.
2. ' The case of the petitioner is that they are engaged in the business of shipping and insurance agents at Karachi for a long time. Their office is situated at 24-27. Reclaimed Area, Keamari.
3. Karachi. Messrs Croatia Line-Rijeka was formerly known as Jugolinija but after secession of Croatia as a result of civil war, the company was renamed as Messrs Croatia Line-Rijeka, which is a shipping company incorporated under the laws of Croatia. The said company is engaged in the business of carriage of goods by sea from and to the port of Karachi for several years.
4. ' The petitioner-company, under an agency agreement, is their agent at Karachi for a long time. By virtue of being agent of Messrs Croatia Line-Rijeka they have also executed general bond as required under section 55(i)(d) and (e) of the Customs Act, 1969 whereby they undertook to be liable for any custom penalties that may be imposed on the vessels of Messrs Croatia Line-Rijeka.
5. Messrs Adamjee Insurance Company Limited has filed a suit being Suit No,188 of 1990 for recovery of Rs,1,15,485 against Messrs Jugolinija and the petitioner has also been joined as co-defendant in the said suit being agent of the said foreign company. Further, case of the petitioner is that they are not personally liable for the liabilities of their principal company Messrs Croatia Line-Rijeka and under sections 222 and 223 of the Contract Act an agent is entitled to be indemnified by his principals. The principal company of the petitioners has begun to default on major loans and other payment since 1999 and proceedings for their bankruptcy were commenced in the Commercial Court in Rijeka in the Republic of Croatia and such decree was issued on 2-5-2000, declaring the company as insolvent as per Bankruptcy Act of Croatia. The petitioner has therefore, prayed for a winding-up order of their principal company Messrs Croatia Line-Rijeka.
6. ' On filing of this winding-up petitioner, orders were passed under rule 781 of Sindh Chief Court Rules for publication of notice and also notice to the Registrar, Joint Stock Companies which exercise has been completed by publication of notice in daily "Dawn", dated 10th March, 2001 and daily "fang" dated 12-3-2001. Notice has also been published in the Gazette of Pakistan, dated 28th March, 2001.
7. ' In response to such notice, Registrar, Joint Stock Companies has filed his reply mentioning therein for appropriate orders by this Court. None else has appeared to oppose this petition.
8. ' Mr. Mansoor Ahmed Sheikh, learned counsel for the petitioner, has reiterated the facts stated in the petition and contended that the petitioner is a prospective creditor of Messrs Croatia Line- Rijeka being their agent in Pakistan who have left behind the assets in Pakistan as mentioned in Annexure "F" to the petitioner. In view of the provisions of section 444(3) of the Companies Ordinance, 1984, in the given facts and circumstances an order of winding-up of the said company may be passed. To fortify his contention, learned counsel placed reliance on the case of Messrs James Finlay PLC v. Messrs Hellenic Lines Limited and another (1986 CLC 2933) and also two unreported orders of this Court in J.M. Nos.9 and 10 of 1992.
9. ' I have considered the arguments advanced by the learned counsel and perused the relevant provisions of law and the decisions referred by him.
10. ' The facts stated by the learned counsel for applicant are duly incorporated in the memo. Of petition and such assertions have not been disputed by anybody. In such circumstances, I have no reason to disbelieve such averments of the petitioner. From a plain reading of section 444(3) of the Companies Ordinance, 1984, it is clear that in the case of an unregistered foreign company an order of winding-up can be passed by this Court, subject, however, to such conditions as incorporated under the said section. There is no dispute to the effect that the petitioner is an agent of Messrs Croatia Line-Rijeka in Pakistan which has left behind the assets as detailed in Annexure "F" to the petition and in view of the pending litigation in the shape of Suit No,188 of 1990 the petitioner is a prospective creditor of Messrs Croatia Line-Rijeka and thus, entitled to file this petition. The allegations made in the petition that Messrs Croatia Line-Rijeka has been legally dissolved because of commercial insolvency and the substratum of the company is gone have also remained unchallenged from any corner.
11. For the foregoing reasons, the petition for winding-up is allowed. The Official Assignee of this Court is appointed as Official Liquidator for this purpose. Tentatively the petitioner shall deposit a sum of Rs,20,000 with the Nazir of this Court towards the fee of the Official Liquidator.