2009 PLP 102 (CLD)

KHALID Ali Z. QAZI, J.

Through this petition under section 284 read with sections 285 to 288 of the Companies Ordinance, 1984, the petitioners which are private companies with limited liability incorporated under the Companies Ordinance 1984 have sought permission of this Court for merger/ amalgamation between them as required under section 284(2) read with section 287 of the Companies Ordinance, 1984 more particularly described in the Scheme as set forth in Annexure to the petition. Along with petition Scheme of Arrangement for merger of the petitioners company were also filed.

2. As required under the law, notice of the petition for the proposed amalgamation of the two petitioner companies was affixed on the Court Notice Board. Notice was also issued to the Registrar Joint Stock Companies. Publication in two national daily newspapers, namely daily 'Jang' and daily 'Dawn' `dated 26-9-2007 inviting objections, if any, from general public or any other person having interest was also made. Notice has also been published in the official Gazette of Pakistan dated 5-3-2008. Objections or opposition has not been received from any quarter. On 25-9-2007, the Additional Registrar of Companies has filed parawise comments explaining therein the details of capital and arrangement of merger and has also raised no objection if such amalgamation/merger is allowed.

3. Mr. A. H. Mirza learned counsel for the petitioners submits that in terms of the provisions of the Companies Ordinance, 1984, meetings of the shareholders as well as the creditors of the petitioners are required to be called. In this regard he has submitted that the meetings of share holders as well as the creditors may be dispensed with as the Ministry of Commerce, Government of Pakistan is the main shareholder of petitioner No.1 and the petitioner No.1 is the only shareholder of petitioner No.2. Therefore, no approval or even notice to shareholders is required to give effect to this Scheme of Arrangement as the Government of Pakistan the main shareholder has itself decided the amalgamation and merger of petitioner No.2 into petitioner No.1. In support of his submission learned counsel has relied upon the cases reported in 2002 CLD 1338; PLD 2001 Karachi 5; 78 Company Cases 430 and unreported judgment in J.M. No.36 of 1999 in respect of merger of AECP into T.C.P.

4. In view of the above, it appears that all the formalities have been completed and no objection whatsoever has been received from any quarter. Practically there is only one shareholder i.e. Government of Pakistan whose approval is required. The Government of Pakistan has already granted its approval, therefore, there is no impediment for allowing this petition.

5. In the circumstances, the Scheme of Arrangements for proposed merger is approved and the petition is allowed as prayed and the petition No.2 is merged with petitioner No.1. M.H./T-13/K Petitioner allowed.