1989 PLP 1861 (MLD)

Kamal Azfar and Fakhruddin Farooqui for the Companies. Date of hearing: 26th May, 1987. 26-5-1987: This joint petition under Sections 284, 285, 286, 287 and 2238 of the Companies Ordinance 1984, has been presented by M/S Amir Fabrics Limited and M/S Amir Synthetic Limited with a: prayer that the 2 Companies may be allowed to be merged into one. The Board of Directors of the 2 Companies have already passed necessary resolutions sanctioning a scheme for the merger of the 2 Companies which is filed alongwith this petitions Under Section 284 of the Companies Act the Scheme submitted by the

2. Companies for their merger is to be approved before the sanction by the Court by the General Body of the shareholders of the 2 Companies. The petitioners have sought permission of this Court for holding of the aforesaid meetings of the shareholders for the appropriate sanction of the scheme submitted alongwith the petition. Publication has been made and there appears to be no objections from any side to the petition. I accordingly, as a preliminary step, grant permission to the petitioners, Company to hold separate meetings of the General Body of their shareholders for approval of the scheme submitted alongwith the petition. After the aforesaid resolution is carried out the petitioners may file the same in Court for further orders. It may be mentioned here that the Registrar of the Joint Stock Company has also filed his no objection to the proposed scheme submitted by the 2 Companies jointly. 11-8-1987: This order is to be read in continuation of my previous order dated 26-5-1987. In compliance with the order referred to above, separate meetings of the two Companies for proposed amalgamation were held on 30th June, 1987 under the Chairmanship of Mr. Abdul Khaliq. It is stated in the affidavit filed by. Mr. Abdul Khaliq who presided over the two meetings of the Companies that all the shares holders of the Companies were present in the meetings either in person or through proxy and voted in favour of the scheme of amalgamation. There appears to Lie no objection from any person with regard to proposed amalgamation of the two Companies. The provision of section 2842) of the Companies Ordinance has been complied with and there appears to be no legal hurdle in the way of grant of the present petition. I accordingly sanction scheme of amalgamation of the two companies subject to the provisions of the Companies Ordinance. The prayers made in sub-paragraphs G to H of paragraph 16 of the petition are granted. H.B.T./A-526/K Amalgamation approved.