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Ref: M&Z/SUL/5192

Saturday, April 22, 2006


Registered/AD
Taj Textile Mills Limited
31-C-1 Ghalib Road
Gulberg-III
Lahore
Re:

Legal Notice under Section 306 of the Companies Ordinance, 1984.

We act on behalf of the Standard Chartered Bank Tufail Road Lahore Cantonment
(the Client) under whose instructions we give you this notice regarding
adjustment of your liability outstanding with the Client, the facts and circumstances
whereof are explained below: 1.

That on your request, the Client allowed you certain finance facilities
(hereinafter referred to as the Finance Facility), the repayment/adjustment
of which were inter alia, secured by, hypothecation of stocks and personal
guarantees furnished by its directors.

2.

That as you defaulted to repay the Finance Facility as per agreed


arrangements, therefore, the Client was constrained to file a suit (C.O.S
No.37/2002) in the Lahore High Court, Lahore which was decreed on
2/04/2004 by the Lahore High Court, Lahore on the basis of the
Compromise Agreement dated 31.03.2004 in favour of the Client and

against you and the guarantors namely Mian Jehnagir Ellahi and Mian
Tanveer Ellahi for a sum of Rs.137.499 Millions alongwith costs of
Rs.15108.00 and markup at the rate of 5% per annum on the principal
outstanding amount of Rs.86.050 Million w.e.f. 29.2.2004 till the
payment/realization of the whole amount.
3.

That in spite of various demands made by the Client, you have failed to
repay and adjust the liabilities under the decree as per schedule incorporated
in the Compromise Agreement dated 31.03.2004 which remains unadjusted
as of date.

4.

We, therefore, by this notice call upon you to adjust your liabilities under
the decree, which amounts to Rs.146.839 Million as on 01.03.2006 within
thirty days of the date of this notice failing which the Client shall be
constrained to file petition in the court of Company Judge, Lahore High
Court, Lahore for winding up of your company.

5.

Please note that should the Client be forced to institute winding up


proceedings, the costs of such proceedings and the risk as to consequence
thereof shall be entirely on your account.

6.

A copy of this notice has been retained in our office for our record.

Yours faithfully,

Mandviwalla & Zafar

IN THE LAHORE HIGH COURT, LAHORE


(Original Jurisdiction under Companies Ordinance, 1984)

Standard Chartered Bank, a banking company duly incorporated in England with


branch office inter alia, at Tufail Road, Lahore Cantonment.
Petitioner
Versus
Taj Textile Mills Limited, a public limited company duly incorporated under the
provisions of Companies Ordinance 1984 having its registered office at 31-C-1,
Ghalib Road, Gulberg-III, Lahore.
Respondent
PETITION FOR WINDING UP OF THE RESPONDENT
UNDER SECTION 305, 306, 309 & 314 OF THE COMPANIES
ORDINANCE, 1984
Respectfully Sheweth:
1.

That the correct address of the parties has been supplied in the heading
of the petition which are sufficient for the purposes of notices and other
process which may be issued by this Honble Court.

2.

That the petitioner is banking company duly incorporated in England


and a branch office inter alia, at Tufail Road, Lahore Cantonment.

3.

That this petition is being filed by the petitioner bank through


__________ and ____________, who being principal officers of the
petitioner bank are fully conversant with the facts of the case and are
duly authorized by power of attorney (Annex-A/1 & A/2) granted by the
petitioner bank to sign, verify and institute these proceedings and do
such other acts which are necessary and incidental thereto.

4.

That the respondent a public limited company (the Respondent


Company) duly incorporated under the Companies Ordinance, 1984
having its registered office at 31-C-1 Ghalib Road, Gulberg-III, Lahore.
Copies of the Memorandum and Articles of Association and Certificate
of Incorporation are appended as Annex-B/1 and B/2 respectively.

5.

That the petitioner bank is a creditor of the Respondent Company and is


qualified to file the present petition for compulsory winding up of the
Respondent Company through this Honble Court on the grounds
enumerated in the petition.

6.

That believing and acting on the various representations made by the


Respondent Company, the petitioner bank had extended certain finance
facilities (hereinafter referred to as the Finance Facilities) to the

Respondent Company and in consideration of, acknowledgement and to


secure the Finance Facilities, the Respondent Company executed in
favour of the petitioner various documents.
7.

That subsequently Respondent Company willfully neglected/defaulted


to repay the Finance Facilities as per agreed arrangements. In
connection thereof the petitioner bank contacted the Respondent
Company on several occasions through various means with the request
to repay and liquidate its liabilities according to its contractual
obligations but in vain.

8.

That having failed to elicit any favourable response from the


Respondent Company the petitioner bank on 18/09/2002 filed a suit
(No.COS 37/2002) for recovery of Finance Facilities against the
Respondent Company in the Lahore High Court, Lahore which was
accordingly decreed on 02/04/2004 in favour of the petitioner bank and
against the Respondent Company and its directors/guarantors for
Rs.137.499 Million in terms of the Compromise Agreement dated
31.03.2004. Copies of plaint, the decree and the Compromise
Agreement are appended as Annex-C/1, C/2 and C/3 respectively.

9.

That the Respondent Company has not paid any installment under the
decree dated 02.04.2004 and Compromise Agreement dated 31.03.2004

granted by the Lahore High Court, Lahore with the result that in terms
of decree and Compromise Agreement an amount of Rs. __________
alongwith costs of Rs.15108.00 is payable in lumsum by the
Respondent Company to the petitioner bank as on _________. The
decree issued by the Lahore High Court, Lahore in favour of the
petitioner bank has remained unsatisfied.
10.

That the petitioner bank served a statutory notice dated ________ on the
Respondent Company calling upon it to make payment of the petitioner
banks dues. Inspite of this notice under Section 306 of the Companies
Ordinance, 1984, the Respondent Company has failed to liquidate its
liability under the decree for Rs.137.499 Million alongwith costs of
Rs.15108.00 and markup at the rate of 5% per annum.

11.

That the petitioner bank has filed this petition in the interest of public
and the Respondent Company is liable to be wound up, inter alia, on the
following:

GROUNDS
a)

That the Respondent Company is deemed under the law to be


unable to pay its debts under Section 306 of the Companies
Ordinance, 1984. Since despite service of notice by the
petitioner bank, the Respondent Company has failed to liquidate
its liability under decree for Rs.137.499 Million and alongwith

mark up__________. Thus the petitioner bank is entitled to have


the Respondent Company wound up.
b)

That taking into account the financial position of the Respondent


Company it is manifestly clear that the Respondent Company is
unable to pay its debts.

c)

That the affairs of the Respondent Company are being managed


by persons who refuse to act according to the provisions of the
Companies Ordinance, 1984 and its Memorandum and Articles
of Association

and

obligations

created

by

Contractual

relationship with the petitioner bank.


d)

That the Respondent Company has become commercially


insolvent.

e)

That even otherwise winding up of the Respondent Company in


the fact and circumstances enumerated above, will be just and
equitable.

13.

In view of the foregoing circumstances and grounds it is respectfully prayed


that this Honble Court may be pleased to make an appropriate order for:(i)

Directing winding up of the Respondent Company.

(ii)

Attachment of all movable and immovable properties


of the Respondent Company.

(iii)

Appointing a Provisional Manager and directing him to


take over immediate possession of the assets/properties
of the Respondent Company and to make inventory of
the same so that the Respondent Company cannot
temper with the same to the detriment of the petitioner
bank.

(iv)

Such other directions and orders this Honble Court


may deem just and proper in the circumstances.

(v)

Costs of the petition.

Respectfully presented by:


PETITIONER
Through:
Mandviwalla & Zafar
7-B-1, Aziz Avenue,
Canal Bank, Gulberg-V,
Lahore