2007 PLP 1102 (SCMR)
INTERNATIONAL MULTI LEASING CORPORATION and others — Petitioners Versus CAPITAL ASSETS LEASING CORPORATION LTD. and others — Respondents
| Citation | 2007 PLP 1102 (SCMR) |
| Forum / Court | Supreme Court of Pakistan |
| Bench Members | Javed Iqbal and Abdul Hameed Dogar, JJ |
| Parties | INTERNATIONAL MULTI LEASING CORPORATION and others — Petitioners Versus CAPITAL ASSETS LEASING CORPORATION LTD. and others — Respondents |
| Primary Law | Companies Ordinance (XLVII of 1984) |
Q1: What are the key laws and sections cited in 2007 PLP 1102 (SCMR)?
This judgment primarily cites: Companies Ordinance (XLVII of 1984) as referenced in Pakistani case law index.
Q2: Which judicial bench decided the case 2007 PLP 1102 (SCMR)?
The case was heard and decided by the Supreme Court of Pakistan bench comprising: Javed Iqbal and Abdul Hameed Dogar, JJ.
Q3: What is the official citation format for this judgment on Pakistan Law Portal?
Cite this legal precedent as: 2007 PLP 1102 (SCMR) (INTERNATIONAL MULTI LEASING CORPORATION and others — Petitioners Versus CAPITAL ASSETS LEASING CORPORATION LTD. and others — Respondents). Read the full summary and cross-referenced laws free on Pakistan Law Portal.
Laws Cited
Representation
- Syed Sharifuddin Pirzada, Senior Advocate Supreme Court and Mehr Khan Malik, Advocate-on-Record for Petitioners.
- Khawaja Ahmad Tariq Rahim, Advocate Supreme Court for Respondent No.1.
- Ashtar Ausaf Ali, Advocate Supreme Court for Respondent No.2.
- Date of hearing: 11th January, 2007.
- JAVED IQBAL, J.---Heard Syed Sharifuddin Pirzada, learned Senior Advocate Supreme Court on behalf of petitioner, Khawaja Ahmad Tariq Rahim, learned Advocate Supreme Court for respondent No.1 and Mr. Ashtar Ausaf Ali, learned Advocate Supreme Court for respondent No.2, scanning the entire record with their eminent assistance and perused the judgment impugned with care and caution. We are inclined to grant leave, inter alia, on the following points:
Headnotes / Summary
(On appeal from the judgment, dated 25-11-2003 of the Lahore High Court, Lahore passed in I.C.A No.14-L of 2003).
S. 282-L & Part VIII-A (Ss.282-A to 282-M)
Companies Court Rules 1997, Rr.60 & 61
Armed Forces Civil General Transport Companies and Requisition of Civil Transport Ordinance (CXXII of 2002)
Constitution of Pakistan (1973), Art. 185 (3)
Merger of Non-Banking Finance Companies
Powers of High Court and Security and Exchange Commission of Pakistan
Statutory majority of shareholders
Effect
Scrap ratio
Scope
Leave to appeal was granted by Supreme. Court to consider; what was import and significance of provisions as enumerated in S.282-L of Companies Ordinance, 1984 and what effect it would have on the scheme of arrangement/merger of a Non-Banking Finance Company; whether such a scheme of arrangement/merger could have been sanctioned by High Court, pursuant to the provisions contained in S.282-L of Companies Ordinance, 1984, read with Part VIII-A and Part IX of the Ordinance No. CXXII of 2002 or by Security and Exchange Commission of Pakistan in view of the provisions as enumerate in said Ordinance; whether provisions as contemplated in S.282-L of Companies Ordinance, 1984, had been misconstrued and misinterpreted; whether question of limitation had been dilated upon and decided correctly by High Court and time for the purposes of limitation would commence from the date of merger order or when the merger order attained finality; whether "market value of shares" was the only criterion to determine "the scrap ratio" and other relevant factors such as "net assets value" and "profit earning capacity value" could be ignored; whether requisite statutory majority of share-holders of amalgamating companies had unfettered and unbridled powers and grievance of aggrieved party could not be redressed where the scheme of arrangement/merger was not fair and transparent; whether provisions as envisaged in Rr.60 and 61 of Companies Court Rules, 1997 had been adhered to strictly; whether the principle of caveat emptor could be pressed into service; whether conclusion of High Court qua increase in paid up capital to the required minimum of Rs.200 million was based on conjectural presumption; whether scheme of amalgamation duly approved by statutory majority and sanctioned by court had attained finality and being a statutory instrument was immune from challenge in any manner whatsoever; and whether order of merger could be termed as "consent order" having not been secured by two companies.
Judgment & Decree
JAVED IQBAL, J.
Heard Syed Sharifuddin Pirzada, learned Senior Advocate Supreme Court on behalf of petitioner, Khawaja Ahmad Tariq Rahim, learned Advocate Supreme Court for respondent No.1 and Mr. Ashtar Ausaf Ali, learned Advocate Supreme Court for respondent No.2, scanning the entire record with their eminent assistance and perused the judgment impugned with care and caution. We are inclined to grant leave, inter alia, on the following points: (i) What is the import and significance of the provisions as enumerated in section 282-L of the Companies Ordinance, 1984 and what effect it would have on the scheme of arrangement/ merger of a non-Banking Finance Company? (ii) Whether such a scheme of arrangement/merger could have been sanctioned by the learned High Court pursuant to the provisions as contained in section 282-L of the Companies Ordinance, 1984 read with Part VIII-A and Part IX of the Ordinance No.CXXII of 2002 or by the Security and Exchange Commission of Pakistan in view of the provisions as enumerated in the Ordinance No.CXIII of 2002? (iii) Whether the provisions as contemplated in section 282-L of the Companies Ordinance, 1984 have been misconstrued and misinterpreted? (iv) Whether the question of limitation has been dilated upon and decided correctly by the learned High Court and time for the purpose of limitation shall be commenced w.e.f. 4-3-2003 (date of merger order) or 12-6-2003 (when the merger order attained A finality)? (v) Whether the "market value of the shares" is the only criterion to determine "the scarp ratio" and other relevant factors such as "net asset value" and "profit earning capacity value" can be ignored? (vi) Whether the requisite statutory majority of share-holders of the amalgamating companies have unfettered and unbridled powers and the grievance of an aggrieved party cannot be redressed where the scheme of arrangement/merger is not fair and transparent. (vii) Whether the provisions as envisaged in Rules 60 and 61 of the Companies Court Rules have been adhered to strictly? (viii) Whether the principle of "Caveat Emptor" can be pressed into service? (ix) Whether the conclusion of learned High Court qua increase in paid up capital to the, required minimum of Rs.200 million was based on conjectural presumptions? (x) Whether the scheme of amalgamation duly approved by the statutory majority and sanctioned by the Court has attained finality and being an statutory instrument is immune from challenge in any manner whatsoever? (xi) Whether the order, dated 4-3-2003 can be termed as "consent order" having not been secured by the two companies? This petition is converted into appeal which may be fixed at some early date. M.H./I-6/SC Leave granted.