5/2021 Judicial Companies Misc. Shamim Feroz & Another (Petitioner) V/S Feroz Feeds limited & Others (Respondent)

5/2021 Judicial Companies Misc. Shamim Feroz & Another (Petitioner) V/S Feroz Feeds limited & Others (Respondent) Sindh High Court

Bench: Hon'ble Mr. Justice Adnan Iqbal Chaudhry(Author) Order Date: 20-JAN-26

1. (No Case Made Out under Section 301(g))* The Court held that the Petitioners failed to establish oppression, mismanagement, fraud, or statutory non-compliance so as to attract clauses (g)(iii), (iv), or (v) of Section 301 of the Companies Act, 2017. The acts complained of were carried out pursuant to consensual MoUs, agreements, and Board resolutions and therefore did not amount to oppressive conduct. Allegations regarding manipulation of accounts were unsubstantiated in the face of audited financial statements, and delay in filing statutory returns was held insufficient to justify winding-up (paras 19-25). 2. (Just and Equitable Ground Not Established -Section 301(i))** The Court further held that mere dormancy or suspension of business of a non-listed company does not constitute a ground for winding-up nor does it amount to loss of substratum. In the absence of pleadings or proof of deadlock, loss of substratum, or lack of probity, the just and equitable jurisdiction could not be invoked. Given the existence of substantial assets and a bona fide possibility of revival, winding-up was declined (paras 27-32).