2016 PLP 2185 (CLD)
MASOOD SPINNING MILLS through Representative and another — Petitioners Versus PUBLIC AT LARGE and others — Respondents
| Citation | 2016 PLP 2185 (CLD) |
| Forum / Court | Lahore (Multan Bench) |
| Bench Members | N/A |
| Parties | MASOOD SPINNING MILLS through Representative and another — Petitioners Versus PUBLIC AT LARGE and others — Respondents |
| Primary Law | (b) Companies Ordinance (XLVII of 1984), (a) Companies Ordinance (XLVII of 1984) |
Q1: What are the key laws and sections cited in 2016 PLP 2185 (CLD)?
This judgment primarily cites: (b) Companies Ordinance (XLVII of 1984), (a) Companies Ordinance (XLVII of 1984) as referenced in Pakistani case law index.
Q2: Which judicial bench decided the case 2016 PLP 2185 (CLD)?
The case was heard and decided by the Lahore (Multan Bench) bench comprising: N/A.
Q3: What is the official citation format for this judgment on Pakistan Law Portal?
Cite this legal precedent as: 2016 PLP 2185 (CLD) (MASOOD SPINNING MILLS through Representative and another — Petitioners Versus PUBLIC AT LARGE and others — Respondents). Read the full summary and cross-referenced laws free on Pakistan Law Portal.
Laws Cited
Representation
- Malik Muhammad Tariq Rajwana and Barrister Malik Kashif Rajwana for Petitioners.
- Vide order dated 21.05.2015 by appointing Malik Waqar Haider Awan and Ms. Farrah Sharif Khosa Advocates as Chairpersons to supervise the extraordinary general meeting of the shareholder of petitioners' companies on 04.07.2015 directed the petitioners to issue notices in the prescribed modes for holding the extraordinary general meeting of the shareholders of the petitioners' companies to consider the proposal of mergers stated above. Accordingly, the notices appeared in the daily "Dawn" and "Nawa-i -Waqat" for 11.07.2015 and consequently meeting of the shareholders of the petitioners' companies was held and Scheme was unanimously approved and confirmed by the shareholders under the supervision of the appointed Chairpersons by this Court.
- The case was heard by this Court and judgment was reserved, however at the time of dictating the order, it transpired that the schedule of the properties of petitioner No.2 was not included in the Scheme of Arrangement, which was sine qua non to evaluate the assets of the transferor Company/petitioner No.2 in view of ratio laid down by this Court reported as (PLD 2015 Lahore 632), hence on 13.08.2015, the case was re-fixed for further assistance of learned counsel. It was also noted in the same order that the notice shall also be issued to the SECP and Advocate General to assist Court on the question of payment of stamp duty. Consequently, direction was issued vide order dated 11.04.2016 to the petitioners for making arrangement of proclamation in the daily "Dawn Lahore", and "Nawa-i-Waqat Multan" for 09.05.2016 as against Public at Large and respondents Nos.1 to 37 which was subsequently included in the array of respondents. None has appeared to object in consequence of that publication, therefore, proceeded against ex parte vide order dated 09.05.2016.
- 3. Learned counsel for SECP namely Mr. Wasif Majeed, Advocate had appeared on 09.05.2016 and 17.05.20106, however, on the subsequent date his presence was dispensed with, as he was heard on the said date and his viewpoint was incorporated in the said order.
- 5. At this stage, the learned Assistant Advocate General pointed out that the Reveuue Authority has no objection for grant of sanction in favour of petitioners regarding their amalgamation subject to the undertaking of petitioners that they will deposit the requisite stamp duty in accordance with law. The learned counsel for petitioners submit that although under Serial 27-A of the Schedule of Stamp Act, 1899, 3% duty is applicable, however, any deficiency if pointed out by the concerned authority in accordance with law will be satisfied at the time of completion of formalities.
Headnotes / Summary
Ss. 284 to 288
Companies (Court) Rules, 1997, R. 60
Scheme of arrangement for amalgamation
Respondents/shareholders of the petitioners' companies had unanimously endorsed the resolution in their general meeting held in supervision of the chairperson appointed by the High Court, whereby the shareholders had approved the "Scheme of Arrangement" for the amalgamation by way of merger
No one appeared to object to the proposed amalgamation in response to publications in the daily newspapers
Revenue Authority had no objection for grant of sanction in favour of the petitioners regarding their amalgamation subject to their undertaking that they would deposit the requisite stamp duty in accordance with the law
High Court sanctioned the proposed scheme of amalgamation
Application was allowed.
Ss. 284 to 288
Inclusion of the schedule of properties of the transferor Company in the "Scheme of Arrangement" is sine qua non to evaluate the assets of that Company.
Judgment & Decree
MUHAMMAD AMEER BHATTI, J.
This petition under section 284 read with section 287 of the Companies Ordinance, 1984 has been filed by the authorized representative of both the petitioners for seeking/obtaining sanction of this Court to a scheme to merge/amalgamate the entire undertakings of petitioner No.2 with petitioner No.1 along with its respective assets and liabilities by placing on record the scheme of merger/amalgamation. Vide order dated 21.05.2015 by appointing Malik Waqar Haider Awan and Ms. Farrah Sharif Khosa Advocates as Chairpersons to supervise the extraordinary general meeting of the shareholder of petitioners' companies on 04.07.2015 directed the petitioners to issue notices in the prescribed modes for holding the extraordinary general meeting of the shareholders of the petitioners' companies to consider the proposal of mergers stated above. Accordingly, the notices appeared in the daily "Dawn" and "Nawa-i -Waqat" for 11.07.2015 and consequently meeting of the shareholders of the petitioners' companies was held and Scheme was unanimously approved and confirmed by the shareholders under the supervision of the appointed Chairpersons by this Court. The case was heard by this Court and judgment was reserved, however at the time of dictating the order, it transpired that the schedule of the properties of petitioner No.2 was not included in the Scheme of Arrangement, which was sine qua non to evaluate the assets of the transferor Company/petitioner No.2 in view of ratio laid down by this Court reported as (PLD 2015 Lahore 632), hence on 13.08.2015, the case was re-fixed for further assistance of learned counsel. It was also noted in the same order that the notice shall also be issued to the SECP and Advocate General to assist Court on the question of payment of stamp duty. Consequently, direction was issued vide order dated 11.04.2016 to the petitioners for making arrangement of proclamation in the daily "Dawn Lahore", and "Nawa-i-Waqat Multan" for 09.05.2016 as against Public at Large and respondents Nos.1 to 37 which was subsequently included in the array of respondents. None has appeared to object in consequence of that publication, therefore, proceeded against ex parte vide order dated 09.05.2016.
3. Learned counsel for SECP namely Mr. Wasif Majeed, Advocate had appeared on 09.05.2016 and 17.05.20106, however, on the subsequent date his presence was dispensed with, as he was heard on the said date and his viewpoint was incorporated in the said order.
4. The appointed Chairpersons have submitted their report after holding the meeting of shareholders, which reflects that the shareholders have unanimously endorsed the following resolution by casting votes by the members present in person or proxy as required under section 284(2) of the Companies Ordinance, 1984:- "Resolved that the Scheme of Arrangement for Amalgamation by way of merger of Tritex Cotton Mills Limited and its members with and into Masood Spinning Mills Limited and its members be and is hereby approved, subject to the approval by the Honourable Lahort High Court, Multan Bench, Multan".
5. At this stage, the learned Assistant Advocate General pointed out that the Reveuue Authority has no objection for grant of sanction in favour of petitioners regarding their amalgamation subject to the undertaking of petitioners that they will deposit the requisite stamp duty in accordance with law. The learned counsel for petitioners submit that although under Serial 27-A of the Schedule of Stamp Act, 1899, 3% duty is applicable, however, any deficiency if pointed out by the concerned authority in accordance with law will be satisfied at the time of completion of formalities.
6. In view of above circumstances, I have no hesitation to approve the scheme for amalgamation (Annex-F) of petitioner No.2 with petitioner No.1, hence the same is sanctioned w.e.f. 01.01.2015. Consequently, petitioner No.2 shall be deemed to have been dissolved and will cease to exist from the aforesaid date. SL/M-143/L Amalgamation/merger allowe