1985 MLD 578 (PLP)

This is a petition under sections 153 and 153-A of the Companies Act, 1913 for sanction of amalgamation of the Karachi Gas Company Limited and the Indus Gas Company Limited so as to form a new company by the name of Southern Gas Company Limited and the scheme of re-organization as mentioned in paragraph 7, clauses (b) to (n) and paragraph 8 of the petition. According to the petitioners the following are the major institutional creditors of the two companies. "(a) KARACHI GAS COMPANY LIMITED. (1) Muslim Commercial Bank Limited, (2) Habib Bank Limited, (3) United Bank Limited, (4) National Bank of Pakistan, (5) Allied Bank of Pakistan Limited, (6) Sui Gas Transmission Co. Ltd., as suppliers of natural Gas. (7) National Development Finance Corporation. (b) INDUS GAS COMPANY LIMITED. (1) Muslim Commercial Bank Limited, (2) Habib Bank Limited, (3) National Development Finance Corporation. (4) Sui Gas Transmission Company Ltd. as suppliers of natural Gas."

2. None of the aforesaid major institutional creditors have opposes the amalgamation of the two companies or the sanction of the scheme nor has any other creditor or the Registrar Joint Stock Companies come forward to oppose the merger of the two companies into a new company by the name mentioned above, in spite of the notice published in Daily DAWN dated 11-11-1984, and the Daily Mashriq dated 8-1-1984, and in the Gazette of Pakistan (Part-VI), dated 14-11-1984,and individually served on the major creditors mentioned in the petition and the Assistant Registrar of the Joint Stock Companies.

3. However, the Karachi Gas Company Limited Employees Union which is the Collective Bargaining Agent of the Karachi Gas Company Limited petitioner No.l (hereinafter for the convenience sake called Union No.1) and the Indus Gas Company Limited Employees Union which is .the Collective Bargaining Agent of the Indus Gas Company Ltd., petitioner No.2 (hereinafter for the convenience sake called Union No.2) have filed separate objections to the amalgamation of the two companies and sanctioning of the scheme.

4. The objection of Union No.l is that the scheme of amalgamation prepared and submitted for sanction to this Court is silent on the point concerning the transfer of the employees of the Karachi Gas Company Limited outside the Karachi District and accordingly, it is prayed that a provision be made that the employees and workers of the Karachi Gas Company Limited after amalgamation shall not be liable to transfer outside the District of Karachi as such a provision is already included in the existing terms of the employment of the employees and the workers of the said company and they were given an assurance to that effect at the joining of the employment with the said company.

5. The objection raised by Union No.2 is that after the merger the proposed new company may not recognize the said Unions as the Collective Bargaining Agents and it has, therefore, prayed that an undertaking be taken that after the merger of the two companies the new company shall continue to recognize Union No.2 as the sole Collective Bargaining Agent for the employees and workers employed in the Indus Gas Company Limited which will be known as Unit "B" in the new company unless otherwise determined under law. It has also sought an assurance that pursuant to paragraph (7) clause (m) of the petition which provide that if there be a necessity of any change or amendment it shall be negotiated with the concerned Union, no change shall be made adverse to the employees in relation to their existing terms and conditions by the new company. It has also claimed that the proposed merger is against public interest at large.

6. As regards these objections the Karachi Gas Co. Ltd., in its reply has pointed out to the contents of paragraph 8 of the petition which provide that all the officers, employees and workers of petitioners Nos.l and 2 shall become the officers, employees and workers of the new company on their existing terms and conditions. The petitioner No.2 in their reply have also relied on the statement made in paragraph 7(m) and paragraph 8 of the petition.

7. As regards the objection that the merger of the two companies and consequent formation of the new company will be against the public interest at large it would suffice to say that neither any share-holders nor any other persons including; tee creditors and contributories of the two companies have come forward to object to the merger of the two companies or sanctioning of the scheme as mentioned in paragraphs 7 and 8 of the petition. A mere bald statement without stating reasons A why the merger would be against the public interest at large deserves no serious consideration particularly, when there is no opposition from any quarters and the two Unions only require certain safe-guards.

8. As regards the safe-guards sought by the two Unions it may be stated that the two companies have already provided in paragraph 7(m) that the wages and facilities of subordinate staff and workers shall be governed by the respective peace agreements during the validity of existing agreements with respective Collective Bargaining Agents. It has further been provided in paragraph 8 of the petition that all officers, employees and workers of the two companies shall become officers, employees and workers of the new company on their existing terms and conditions. It is also provided as already stated, that if there be a necessity of any change or amendment it would be negotiated with the concerned Collective Bargaining Agents i.e. the Union concerned which implies that no changes would be made unilaterally. In case of failure of negotiation the only course open to the parties would be to seek remedy, if any, according to law or to, act only according to law. This in my opinion is enough safe-guard.

9. It was also urged at the bar by learned counsel for the two Unions that after the merger each of the two Unions would be entitled, to have the status of the Collective Bargaining Agent for the Unit concerned and the question might arise as to recognition of one of the Unions as the Collective Bargaining Agent. This apprehension is not well founded for there can be more than one Collective Bargaining Agents and, therefore, both the Collective Bargaining Agents will continue till their terms as the Collective Bargaining Agents expire and thereafter they can have recourse to the remedy provided in section 22 of or section 22-EE of the Industrial Relations Ordinance. 1969.

10. I, therefore, grant the petition in terms of prayer made in second paragraph of clause (i) and clauses (ii) and (iii) of the prayer and sanction the scheme for the merger of the two petitioners companies into a new company by the name of Southern Gas Company Ltd. A. A. Petition granted.