2007 PLP 900 (CLD)

NADEEM AZHAR SIDDIQI, J.

By filing of this petition under section 284 read with sections 285 to 288 of the Companies Ordinance, 1984. The petitioners have prayed that an order under section 287(1)(a) of the Companies Ordinance, 1984 may be passed transferring to and vesting in the petitioner No.2 the whole undertaking, assets, properties, liabilities, rights, benefits, powers, privileges, licences, contracts of the petitioner No.1 as more particularly described in the Scheme as set forth in Annexure-D to the petition. Along with petition Scheme of Arrangement for merger of the petitioners company were also filed. The object of the Scheme is to merge the petitioner No.1 into petitioner No.2 through transferring and vesting in the petitioner No.2 of the whole undertaking of W & P Co. (Pvt.) Ltd. the petitioner No.1 together with all the assets and liabilities. After filing of the petition vide order dated 19-12-2005 the petitioner have filed an application under rules 55 to 60 of the Companies (Court) Rules, 1997, the application was allowed on 3-4-2006 and the said meetings of the members of the petitioners were held on April, 26, 2006 and the Chairman reports were placed on record. The members of both the petitioners resolved as under:-- "Resolved that the "Scheme of Arrangement for Amalgamation/Merger of W & P Co. (Private) Limited into Maxco (Private) Limited and members of the said Companies, placed before the meeting for consideration and approval be and is hereby approved." Mr. Shahab Sarki, learned counsel for the petitioners has submitted that the petitioners have submitted that the petitioners have agreed and entered into a Scheme of Arrangement for the proposed merger of the petitioner No.1 into petitioner No.2. The Scheme of Arrangements have been filed giving details of the merger. The petitioners have also filed the Minutes of the meeting held pursuant to Court order dated 3-4-2006. Notice of this petition was published in the Daily Dawn and Daily Jang on 11-3-2005: Notice was also published in the Gazette of Pakistan on 23-3-2005. Notice was served upon the Joint Registrar, Securities and Exchange Commission of Pakistan, who filed his reply. In the reply it was stated that the authorized capital of the company can only be increased in terms of sections 92 and 94 of the Companies Ordinance, 1984 and the merger of authorized capital of the company, which is going to be dissolved with the authorized capital of the company, which will survive is beyond the scope of section 287 of the Companies Ordinance, 1984. Moreover, it will cause the loss of revenue to the Securities & Exchange Commission of Pakistan to the extent of Rs.64,

500. Regarding objections of the Joint Registrar, Securities and Exchange Commission of Pakistan, Mr. Shahab Sarki, learned counsel for the petitioners states that whatever legal dues in accordance with law will be paid by the petitioners to the Securities and Exchange Commission of Pakistan. This, submission is sufficient to safeguard the interest of the Commission. In view of the above, it appears that all the formalities have been completed and no objection whatsoever has been received from any quarters, therefore, there is no impediment - for allowing this application. In the circumstances, the Scheme of Arrangements for proposed merger is approved and the petition is allowed as prayed and the petitioner No.1 is merged with petitioner No.2. M.B.A./W-3/K Petition allowed.