P L D 1986 Karachi 297 (PLP)

(c) the continuation by, or against the transferee company of any legal proceedings pending by or against any transferor company; (d) the dissolution, without winding‑up, of any transferor com pany; (e) the provision to be made for any person who, within such time and in such manner as the Court directs, dissent from the compromise or arrangement; and (f) such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation is fully and effectively carried out. (2) Whereas order under this section provides for the transfer of property or liabilities, that property shall, by virtue of the order, be transferred to and vest in, and those liabilities shall, by virtue of the order, be transferred to and become the liabilities of, the transferee company, and, in the case of any property, if the order so directs, freed from any charge which is, by virtue of the compromise or arrangement, to cease to have effect. (3) .. (4) .. (5) In this section the expression `transferee company' does not include any company other than a company within the meaning of this Ordinance, and the expression "transferor company" includes any body corporate, whether a company within the meaning of this Ordinance or not."

9. We may also quote the provisions of section 48 of the Banking Companies Ordinance, 1962, which read as follows: , "

48. Procedure for amalgamation of banking companies.‑(I) Not withstanding anything contained in any law for the time being in force, no banking company shall be amalgamated with another banking company, unless a scheme containing the terms of such amalgamation has been placed in draft before the shareholders of each of the banking companies concerned, separately, and approved by a resolution passed by a majority in number representing two thirds in value of the shareholders of each of the said companies, present either in person or by proxy at a meeting called for the purpose. (2) (3) (4) (5) Where a scheme of amalgamation is sanctioned by the State Bank under the provisions of this section, the State Bank shall transmit a copy of the order sanctioning the scheme to the registrar before whom the banking companies concerned have been registered and the registrar shall, on receipt of any such order, strike off the name of the company (hereinafter in this section referred to as the amalgamated banking company) which by reason of the amalgama tion will cease to function. (6) On the sanctioning of a scheme of amalgamation by the State Bank, the property of the amalgamated banking company shall by Virtue of the order of sanction, be transferred to and vest in, and the liabilities of the said company shall, by virtue of the said order be transferred to and become the liabilities of the banking company which under the scheme of amalgamation is to acquire the business of the amalgamated banking company, subject in all cases to the terms of the order sanctioning the scheme."

10. In section 48 the phrase "banking company" used has been defined in section 5(ii)(c) of the Banking Companies Ordinance, 1962, as follows‑ "(c) 'Banking company' means any company which transacts the business of banking in Pakistan;" It. A perusal of section 48 of the Banking Companies Ordinance, 1962, shows that the provisions thereof override the provisions of any other law which, in our opinion, would include Companies Ordi nance, 1984, being special provisions concerning the Banking Companies. If there could be any doubt the same is removed by the provisions of section 503(1), clause (b) of the Companies Ordinance, 1984. which makes the provisions thereof applicable to the Banking Companies, only, if the same are not inconsistent with the provisions of the Banking Companies Ordinance, 1962. Accordingly the provisions of section 48, being inconsis tent with the provisions of section 287, of the Companies Ordinance, 1984, A so far as Banking are concerned, would prevail. Therefore, the merge of Dubai Bank Limited into the Union Bank of Middle East Limited was to be done only in accordance with the provisions of section 48 of the Banking Companies Ordinance, 1962, and it is not disputed that the merger did take place in accordance therewith. Thus the Union Bank of Middle East Limited acquired all the rights of Dubai Bank Limited.

12. We are, therefore, of the opinion that the application wa rightly allowed by the learned Single Judge and the order is unexceptionable.

13. These are the reasons for the' short order that we passed earlier today. A. A. Appeal dismissed.