1991 PLP 523 (CLC)

3. Notice of this petition was duly published. No objections were filed. By order dated 7‑10‑1990, it was ordered by this Court that meetings of the members of Atlas Autos Limited and Panjdarya Limited should be convened for the purpose of considering and if thought fit, approving, adopting and agreeing to the scheme of the arrangement detailed in the memo. of petition. It was further directed by order dated 7‑10‑1990 that such meetings shall be presided over by Mr. Yousuf H. Shirazi, the Chairman, Chief Executive and Director of both the companies or failing him any, Director of Atlas Autos Limited and of Panjdarya Limited and that the quorum requisite for the conduct of business at each such meeting shall be 3 members present personally who represent not less than 25 per cent. of the total voting power. Further direction was given that notice of such meetings will be given in the prescribed manner to all the members of the petitioners and such notice shall also be published in 5 newspapers specified in the order dated 7‑10‑1990. The Chairman of the meetings of the members of each petitioner company was directed to report the result of the decisions taken in the meetings.

4. Pursuant to the order dated 7‑10‑1990, meetings were held. By report dated 24‑11‑1990, Mr. Yousuf H. Shirazi, Chairman of the Extraordinary General Meeting of Atlas Autos Limited, held on 18‑11‑1990, informed that notices of the meeting were sent to the members of the company and the notice was also published in the 5 newspapers as directed and that in the meeting held on 18‑11‑1990 the matter as to the amalgamation of the 2 companies was thoroughly discussed and the motion put to vote by poll as required by rule 957 of the Sindh Chief Court Rules and that the scheme of amalgamation was approved unanimously by 3,186,733 shares present in person or by proxy and that no vote was cast against the scheme of amalgamation. Certified copy of the minutes of the meeting held on 18‑11‑1990 unanimously approving the scheme of amalgamation of the 2 companies, was sent with the report. According to the minutes of the meeting the votes cast in favour of amalgamation was 68.16 per cent of the total shares of the company.

5. Another report, also dated 24‑11‑1990, was sent by Mr. Yousuf H. Shirazi who chaired the Extraordinary General Meeting of Panjdarya Limited held on 18‑11‑1990 pursuant to the order dated 7‑10‑1990 of this Court. By the said report, it was informed that notices of the meeting were sent to' the members of the company and the notice was also published in the 5 newspapers and in the meeting the matter as to the amalgamation of the 2 companies was thoroughly discussed and the motion was put to vote by poll as required by Rule 957 of the Sindh Chief Court Rules and the scheme of amalgamation Was approved unanimously by 854,642 shares present in person or by proxy and that no vote was cast against the scheme of amalgamation. Certified copy of the minutes of the Extra‑ordinary General Meeting of Panjdarya Limited unanimously approving the scheme of the amalgamation of the 2 companies was sent alongwith the report. According to the minutes of the meeting, 85.46 per cent of the shares of Panjdarya Limited were cast in favour of amalgamation.

6. According to the scheme of arrangement, the' whole undertaking, properties and liabilities of Panjdarya Limited are to be taken over by and transferred to Atlas Autos Limited in consideration of issuance of 1.2 million shares of rupees 12 millions face value of Atlas Autos Limited to the shareholders of Panjdarya Limited. For every one share of Rs.10 each in Panjdarya Limited, the holder shall be allotted 1.2 shares of Rs.10 each of Atlas Autos Limited according to the scheme of amalgamation. It has been stated on behalf of the petitioners that the assets of the 2 companies are more than sufficient to meet their liabilities and the proposed scheme of amalgamation will not in any way affect the rights or interests of the creditors of either of the 2 companies and that the scheme would not result in any present gain to the Directors of any of the Companies.

7. On the basis of the pleadings, documents and reports brought on record, I am satisfied that a case has been made out for sanction of the proposed scheme of amalgamation. The proposed scheme of amalgamation has been approved by an overwhelming majority both in number and value of the members of both the companies and the statutory requirements of section 284 (2) of the Companies Ordinance, 1984 have been satisfied. The petition has been widely advertised and in spite of notices published in the Daily "Dawn", "Business Recorder", "Jang Karachi", "Pakistan Timesi Lahore" and "Nawa‑e‑Waqt, Lahore" and in the Sindh Gazette and the Gazette of Pakistan, no objection has been received. The small minority of the members who had not attended the Extraordinary General Meeting of the 2 companies in which the motions for approval of the amalgamation were passed, have also not appeared before the Court. In fact, no objection has been received from any quarter. The exchange ratio adopted in the scheme for allotment of shares of Altas Autos Limited to the shareholders of Panjdarya Limited is recommended by M/s. Hameed Choudhry and Company, Chartered Accountants on the basis of the financial studies carried out by them and their recommendation has been accepted by the Directors of the 2 Companies.

8. In the circumstances a case has been made out for grant of sanction to the proposed scheme of amalgamation. According to the scheme of amalgamation, the amalgamation is to come into effect before 31‑12‑1990.

9. This petition is allowed and the following orders are passed under section 287 of the Companies Ordinance, 1984 so as to take effect at the same time as the order sanctioning the scheme of arrangement takes effect in accordance with section 284 (3) of the Ordinance namely: (a) The whole undertaking of Panjdarya Limited together with all its property, assets, rights liabilities and obligations of every description including those described in the scheme of arrangement shall stand transferred to and vested in Atlas Autos Limited. (b) Subject to consent and approval of the Controller of Capital Issues, Atlas Autos Limited is hereby directed to allot 1.2 ordinary shares of the nominal value of Rs.10 each credited as fully paid up in the Atlas Autos Limited for every one ordinary share of the nominal value of Rs.10 each credited as fully paid up in Panjdarya Limited to the registered holders of these shares in Panjdarya Ltd. The determination of the registered holders of shares in Panjdarya Limited and their respective entitlement to such ordinary shares of Atlas Autos Limited, the treatment of fractional entitlements and the allotment of such shares and delivery of share certificates by Atlas Autos Limited shall be in accordance with the scheme of arrangement. For this purpose, the register of members of Panjdarya Limited shall be closed for a period of 7 days prior to and inclusive of the date fixed by the Directors of Atlas Autos Limited by reference to which the registered holders of the ordinary shares of Panjdarya are to be determined for entitlement to ordinary shares of Panjdarya. Notice of such closure shall be published not less than 7 days prior to the date of such closure in at least one issue each of a daily newspaper in the English language and a daily newspaper in the Urdu language having circulation in the Provinces of Sindh and Punjab. (c) All legal proceedings instituted by or against Panjdarya Limited which may be pending shall be continued by or against Atlas Autos Limited. (d) Panjdarya Limited shall stand dissolved without winding up on the date on which the ordinary shares of Atlas Autos Limited are allotted to the holders of the ordinary shares of Panjdarya Limited in accordance with the scheme of arrangement. AA/A‑983/K Order accordingly.