2010 PLP 753 (CLD)

MUHAMMAD TASNIM, J.

Petitioners through this petition under sections 284 to 288 read with sections 285 to 288 of the Companies Ordinance, 1984, seek the following reliefs:-- (a) direct the petitioners Nos. 1 and 2 to arrange a meeting for the Scheme of Arrangement; (b) pass an order under the Companies Ordinance, 1984 to hold the said Scheme of Arrangement binding upon the petitioners, and all other concerned ones; (c) pass an order under section 287(1) of the Companies Ordinance, 1984, for transfer of undertaking, assets, properties, rights, liabilities, benefits, powers, privileges, licenses, contracts of the petitioner No.2 to the petitioner No.1 as per agreed Scheme for Arrangements; (d) pass an order in context of above clause prayer (c) to transfer and vest of the all liabilities and duties of petitioner No.2 to the petitioner No. 1 with effect from the effective date as defined in the Scheme of Arrangement or such date as this honourable Court deems fit/proper; (e) pass an order under section 287(1)(c) of Companies Ordinance, 1984 directing that all suits, appeals, arbitration and any legal proceedings, if instituted by petitioner No.2 or against petitioner No.2 shall be treated as ones as if were filed/instituted by the petitioner No. 1; (f) pass an order under section 287(1)(c) of Company Ordinance, 1984 directing that any investigation by any government agency/agencies; and any order, judgment or directions passed against/in respect of/in favour of petitioner No.2 shall be treated as ones as if were conducted/passed/held in respect of petitioner No.1; (g) pass an order that all books of accounts and other documents which had been or have been or are evidence in favour of or against petitioner No.2 shall be operative with same status in regard of petitioner No.1; (h) pass an effect that petitioner No.2 shall stand dissolved without winding up; (i) pass any further order under the Companies Ordinance, 1984 in relevancy of the subject-matter for the furtherance of the subject/prayers. The petitioners have pleaded in the instant petition that petitioner No.1 is engaged in the business of processing, warehousing and trading of used clothing and cotton wastes for export and local sales. The petitioner No.1 is also doing the business of the manufacturing, purchasing, selling, or otherwise dealing or exporting or importing all kinds of clothing and textile garments. The capital of petitioner No.1-Company is Rs.6 million divided into 60,000 ordinary shares of Rs. 100 each. The petitioner No.2 is also engaged in the business of processing, warehousing and trading of used clothing and cotton wastes for export and local sales in Pakistan. The petitioner No.2 is also doing the business of the manufacturing, purchasing, selling, or otherwise dealing or exporting or importing all kinds of clothing and textile garments. Both the petitioners have desired to amalgamate and merge petitioner Nq.2 into petitioner No.1. To implement the afore-said desire petitioners Nos. 1 and 2 have agreed and entered into an agreement by way of Scheme of Arrangement for the purpose of merger which has been duly approved. It is further stated in the petition that Scheme of Arrangement giving details in full description with regard to the object and subject of the amalgamation and details thereof in context of undertaking and business that will be transferred, the consequence of amalgamation, its effect, consideration and related matters. The present petition has been filed to get the sanction of Scheme of Arrangement by this Court. The Scheme of Arrangement dated 14th March, 2009 appears on the record containing the terms agreed between petitioner No.1 and petitioner No.2. In the Scheme of Arrangement in paragraphs 2 to 9 the petitioners have stated as under: (1) "That a Judicial Miscellaneous petition will be filed before the honourable Sindh High Court, Karachi for the amalgamation of the both Companies; (2) That under section 287(1) of the Companies Ordinance, 1984 transfer of undertaking, assets, properties, rights, liabilities, benefits, powers, privileges, licenses, contracts of the Second Company to the First Company is accorded and would be filed before the competent Court of Law for approval (in the form of this Scheme for Arrangements); (3) That in context of move clause regarding the transfer and rest of the liabilities and duties of Second Company to the Fist Company shall take effect from the effective date i.e. 4th March, 2009 or from such date as the honourable court will deem fit/proper; (4) That under section 287(1)(c) of Companies Ordinance, 1984 all legal liabilities like suits, appeals, arbitration and any leaf proceedings, if any, if instituted by the Second Company or against Second Company shall be treated ones as if were filed/instituted by the First Company; (5) That under section 287(1)(c) of Companies Ordinance, 198: any investigation by any Government agency/agencies; and any order, judgment or directions passed against/in respect of/in favour of Second company shall be treated as ones as if were conducted/passed/held in respect of First Company; (6) That all books of accounts and other documents which had been or have been or are evidence in favour of or against of Second Company shall be operative with same status in regard of First Company; (7) That Second Company shall stand dissolved without winding up; (8) That any further step/s under the Companies Ordinance, 1984 in relevancy of the subject-matter for the furtherance of the subject shall be taken accepted/accorded by both parties; (9) That (i) meeting of the Members of the both Companies under section 284 of the Companies Ordinance, 1984 will be held after the permission of the competent Court." of Law; (ii) a meeting for tackling/resolving relevant issues of Second Company if any under section 284 of the Companies Ordinance, 1984 will also be held as per directions of Competent Court of Law." Notice of this petition was issued to Securities and Exchange Commission of Pakistan and in response to afore-said notice Ms. Saima, Deputy Registrar of Companies put her appearance in Court on 7-4-2007. The Joint Registrar of Companies, Company Registration Office, Karachi, Securities and Exchange Commission of Pakistan, has filed its parawise comments and the Deputy Registrar of Companies who appeared in person has stated her no objection to the grant of the instant petition. I have heard the learned counsel for the petitioners and perused the record. Notice of this petition was published in the Daily Jang and daily Morning News on 1-1-2010. Notice was also published in the Gazette of Pakistan on 13-1-2010. Notice was served upon the Joint Registrar, Securities and Exchange Commission of Pakistan, who filed their comments and also state there is no objection to grant of this petition. In view of above it appears that all the formalities have been completed and no objection whatsoever has been received from any quarter, therefore, there is no legal impediment in allowing this application. In the circumstances the Scheme of Arrangement for proposed merger is approved and the petition is allowed as prayed and petitioner No.2 is ordered to be merged in petitioner No.1 in terms of Scheme of Arrangement. H.B.T./S-37/K Petition allowed.