JAWWAD S. KHAWAJA, J. - This order shall dispose of I.C.A. No. 1 3-L/1 998 and I.C.A. No. 11-L of 1998.
2. Briefly stated the facts leading up to the present appeals are that the appellants had made an offer to purchase the assets of Bahawalpur Board Mills Limited, a subsidiary of Taj Company Limited. This offer was made before the learned Company Bench of this Court in C.O. No. 45 of 1990 which petition had been initiated by the Registrar of Companies under Section 290 of the Companies Ordinance, 1979, seeking appointment of an Administrator of Taj Company Limited and its subsidiaries. The learned Company Bench was pleased to accept the said offer in terms of its order dated 18.9.1997, which order was in its terms based on Reports Nos. 918 and 919 submitted jointly by Mr. Muhammad Naazer Khan representing the Board of Administrators and Mr. Aftab Ahmad Khan, Advocate representing the purchasers, who are the appellants in I.C.A. No. 1 3-L of 1998.
3. It appears that subsequent to the above-referred order dated 18.9.1997, the appellants/purchasers failed to meet their payment obligations. The reasons given by the appellants/purchasers for their failure are not relevant although it does appear from the order dated 30.9.1998, impugned in I.C.A. No. 11-L/98, that there might have been some justification for non-payment as the learned Company Judge showed leniency to the appellants. Learned counsel for the appellants also pointed of that the appellants had, prior to the two impugned orders dated 30.9.1998 and 28.10.1998 made a down payment of Rs. 1,00,00,000/- and had also made substantial investment of an equal amount to refurnish the purchased assets in order to make the same operational. On these bases, learned counsel argued that the appellants were not entirely to blame for not meeting the payment terms set of in the sale order of 18.9.1997 read with the two Reports Nos. 918 and 919 referred to above. The appellants' learned counsel also contended that the two appeals (I.C.A. No. 11/L/98 and I. C.A. No. 13-L/98) were filed immediately after the passing of the two impugned orders but the same could not be heard earlier due to no fault of the appellants.
4. Mr. Muhammad Naazer Khan, Administrator, however, pointed of that failure of the appellants to adhere to the payment schedule had resulted in loss to the company. He, therefore, contended that, at the very least the appellants should be liable for the financial costs of the delay in making payments of the instalments of the purchase price. This contention appeared reasonable and was therefore, considered by ourselves yesterday. Today, Mr. Muhammad Naazer Khan has presented a schedule of payments which takes into account the financial costs of the delay by the appellants in payment of the instalments ordered by the learned Company Bench. The financial cost has been worked of at the rate of 14% per annum. On the other hand, learned counsel for the appellants has made an alternate proposal wherein the period for payment of the outstanding purchase price is sought to be extended by a further period of six months. Furthermore, the proposal on behalf of the appellants does not envisage any enhancement in the amount of each instalment.
5. Having considered both proposals, we are inclined to adopt the proposed schedule of instalments submitted by Mr. Muhammad Naazer Khan as the same takes into account the total financial implications resulting from the delay on the part of the appellants in meeting the earlier payment schedule.
6. In view of the above circumstances, we, therefore, order as under:-
(a) the appellants shall make payment in accordance with the following schedule:-
7. #tbs
8. 1.08.2001
9. #the
10. 11. #tbs
12. 1.11.2000
13. 1.02.2001
14. 1.05.2001
15. 59.875
16. #the
17. 18. #tbs
19. 4th
20. #the
21. 22. #tbs
23. Rs. F
24. 2,59,875 35,
25. 2,59,875 35,
26. 2,59,875 35,
27. 2,59,875 35,
28. 29. #the 30.
Quarterly Amount of Amount of Total amount Due date instalment instalment monthly loss of quarterly number originally @ 14% due instalment payable to default in payment payable Rs.
1st 33,00,000 2nd 33,00,000 3rd 33,00,000 33,00,000 Quarterly instalment number Amount of instalment originally payable Amount of monthly loss @14% due to default in payment ' Total amount of quarterly instalment payable Due date Rs. Rs. Rs. 5th 33,00,000 2,59,875 35,59,875 1.11.2001 6th 33,00,000 2,59,875 35,59,875 1.02.2002 7th 33,00,000 2,59,875 35,59,875 1.05.2002 8th 33,00,000 2,59,875 35,59,875 1.08.2002 9th 33,00,000 2,59,875 35,59,875 1.11.2003 10th 33,00,000 2,59,875 35,59,875 1.02.2003 11th 33,00,000 2,59,875 35,59,875 1.05.2003 12th 33,00,000 2,59,875 35,59,875 1.08.2003 13th 33,00,000 2,59,875 35,59,875 1.11.2003 14th 33,00,000 2,59,875 35,59,875 1.02.2004 15th 33,00,000 2,59,875 35,59,875 1.05.2004 16th 33,00,000 2,59,875 35,59,875 1.08.2004 17th 33,00,000 2,59,875 35,59,875 1.11.2004 18th 33,00,000 2,59,875 35,59,875 1.02.2005 19th 33,00,000 2,59,875 35,59,875 1.05.2005 20th 23,00.000 2,59,875 25,59,875 1.08.2005 20 6,50,00,000 + 51,97,500 7,01,97,500
(b) if the appellants fail and/or refuse to make payment of any instalment within seven days of the due date specified in the last column of the above schedule, their right to purchase the assets shall automatically stand cancelled without further orders and in such circumstances,' the Administrator shall become entitled to repossess the said assets.
7. At this stage, learned counsel for that appellants has made a request that WAPDA be directed to restore the electricity connection at the premises. We note from the proceedings before the learned Company Bench that an order in this behalf has already been passed, In the circumstances, it is not necessary for us to pass any further order on this issue. Needless to say if WAPDA dues are paid, WAPDA should have no objection to the restoration of the electricity connection.
8. These appeals are, therefore, allowed and disposed of in the above terms.