1. ' This is a petition under section 305 of the Companies Ordinance, 1984 for winding-up the Company-respondent No,1 wherein the petitioner has prayed as follows:--
(i) To wind-up the company.
(ii) To appoint the Official Assignee as Official Liquidator to take over the possession of the assets with further authority to appoint a Chartered Accountant of repute other than Company's Auditors to take and audit complete account of the Company with full authority to look into all and any documents without any reservations.
(iii) To take action against the respondents Nos,2, 3 and 4 who purportedly acting as Chief Executive of the Company hijacked the business deal of NOKIA to their own partnership firm causing great loss to the company fraudulently and to recover the same from them.
2. ' Briefly the facts of the case are that petitioner as well as respondents Nos,2 and 3 are the founder Directors and shareholders of respondent No,1, having 33% shareholding. The petitioner is also the Managing Director of the Company was entitled to various benefits as per terms and conditions of his Contract Employment dated 1-1-2000. It is the case of petitioner that some time in September, 2001 respondent No,4 was inducted into the management of the Company unauthorizedly representing himself as the Chief Executive of the Company. Without to formal appointment. The petitioner sent legal notice to respondent No,4 to settle and negotiate all outstanding issues regarding the affairs of the Company. The petitioner being Managing Director of the Company started negotiations with Messrs Nokia Middle East for its agency in Karachi. In response to said negotiations Messrs Nokia conveyed a draft Mutual Non-Disciusre Agreement for said deal. It is further the case of the petitioner that since he has to leave as Managing Director of the Company with effect from 11-9-2001 therefore, ongoing negotiations for the said deal with Messrs Nokia were subsequently handled by respondent No,4 in connivance with respondents Nos,2 and 3. The respondent No,4 in collusion with respondent No,2 devised a strategy to unduly and unlawfully divert a business of the Company to another firm owned by the nominees of the said respondents Nos,2 to 4 thereby depriving the petitioner of any share in the business as local distributors of Messrs Nokia. The respondents Nos, 2 to 4 above said illegal acts caused huge financial loss to the Company and also adversely affected the Company's business. The grounds for winding-up of the Company as given by the petitioner are that the company has lost its substratum, there is a complete lack of confidence/dead lock between the petitioner and the other members of the company, the business of the Company is being conducted in a manner oppressive to the minority shareholder's interest, and that the respondents Nos, 2 to 4 have failed to keep and maintain proper and true accounts and have committed fraud misfeasance in relation to the affairs of the Company.
3. ' Respondent No,4 filed counter-affidavit to main petition and contended that answering respondent was inducted by respondents Nos,2 and 3 as the petitioner had decided to 'resign on his own accord as he could not perform satisfactory as he developed a new venture. Namely United 'Mobile during subsistence of his employment as Chief Executive of respondent No,l. The petitioner himself signed Board resolution confirming the appointment of respondent No,4 as Chief Executive.
4. ' I have heard the learned counsel for the parties at length and perused the file. It is admitted position that the petitioner was an employee of respondent No,1 and drawing certain benefits. It has come on record that the petitioner involves in another business as stated by respondent No,4.
5. Since petitioner and respondents Nos,2 to 4 are doing their own business in different companies, therefore, the question of winding up does not, arise. I find no ground to order for winding-up of the Company. Accordingly the petition is dismissed.