ORDER SHEET

IN THE HIGH COURT OF SINDH, KARACHI

J.M No.43 of 2014

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Date                         Order with signature of Judge

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For hearing of main petition

20.10.2015

M/s Arshad Tayyabaly and Mikael Rahim advocates for petitioners

Mr. Munawer Awan advocate for S.E.C.P.

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          This is a petition under Section 284 r/w Sections 285 to 288 of the Companies Ordinance, 1984. The petitioners have applied for the merger of petitioner No.2 with the petitioner No.1 and prayed as follows:-

“(a).  make an order under Section 284(2) of the Companies Ordinance, 1984 sanctioning the Scheme of Arrangement as set forth in Annexure “F” hereto so as to make the Scheme of Arrangement binding on the Petitioners and the creditors and shareholders of the Petitioner No.1 and 2.

(b). make the following orders under Section 287 of the Companies Ordinance, 1984 namely:

(i).   An order under Section 287(1) of the Companies Ordinance, 1984, transferring to and vesting in the Petitioner No.1 the whole undertaking, assets, properties, liabilities, rights, benefits, powers, privileges, licenses, contracts of the Petitioner No.2 as more particularly described in the Scheme for Arrangement as set forth in Annexure “F” hereto.

(ii).  An order under section 287(1)(f) of the Companies Ordinance, 1984 directing that the share certificates issued by the Petitioner No.2 in favour of its shareholders shall stand cancelled.

(iii).  All necessary orders to give effect to the Scheme of Arrangement, including but not limited to, orders whereby all assets, business, undertaking, properties, rights, liabilities and obligations of the Petitioner No.2 are transferred to and vested in the Petitioner No.1 and similarly, all liabilities and duties of the Petitioner No.2 are assumed by and vested in the Petitioner No.1 with effect from the Effective Date as defined under the Scheme of Arrangement being June 30, 2014 or such date as may be specified by this Hon’ble Court.

(iv).  An order under Section 287(1)(c) of the Companies Ordinance, 1984 directing that all suits, appeals, arbitration, governmental investigations and other legal proceedings instituted by or against the Petitioner No.2 and any judgments, orders or directions passed in respect of the Petitioner No.2 shall be treated as suits, appeal, and legal proceedings by or against the Petitioner No.1 and judgments, orders or directions passed in respect of the Petitioner No.2 may be continued, prosecuted and enforced by or against the Petitioner No.1 accordingly.

(v).  An order that all books of accounts and other documents which would before the Effective Date have been the evidence in respect of any matter for or against the Petitioner No.2 shall be admissible in evidence in respect of the same matter for and against Petitioner No.1.

(vi).  An order under Section 287(1)(d) of the Companies Ordinance, 1984 that the Petitioner No.2 shall stand dissolved without winding up.

(vii).  To direct that the Petitioner No.2’s authorized share capital be merged and combined with the Petitioner No.1’s authorized share capital without any performance of any further acts or deeds or payment of any costs and further declared that the authorized share capital of the Petitioner No.1 post-amalgamation shall be Rs.410,000,000/- dived into 41,000,000/- ordinary shares of Rs.10/- each.

(c).  make such further order(s) as this Hon’ble Court may deem fit.”

          Vide order dated 01.01.2015, the petitioners were allowed to call meeting of their shareholders/members and creditors for the approval of scheme. On the same day, notice of the main petition was also ordered to be published in the newspapers “DAWN & JANG” including official gazette. Notice of the main petition was also issued to the S.E.C.P for their comments. The scheme of arrangement is also available at page 155 of the court file. Pursuant to order of this court for holding meeting, the Director of petitioner No.1 & 2 both have also filed report with the resolution passed in the meeting of their shareholders and members. The S.E.C.P. filed their comments on 27.05.2015 in which they only raised objection that as per their record, the petitioner No.1 is secured creditors of Habib Metropolitan Bank but N.O.C of the said creditor has not been filed with the petition. However, the S.E.C.P filed a further statement dated 15.10.2015 signed by the Incharge C.R.O/Joint Registrar of the Companies in which it is stated that objection raised by the Merger Committee of the Commission has been duly complied with by the petitioners therefore objection is not pressed. Learned counsel for the petitioners has also pointed out N.O.C available at page-71 dated 26.02.2015, issued by the authorized person of Habib Metropolitan Bank to the C.F.O of petitioner No.1 in which they have extended their no objection to the merger of petitioner No.2 with the petitioner No.1.

Since all formalities have been complied with and no other objection is available on record, therefore, this petition is allowed and the petitioner No.2 is merged/amalgamated with the petitioner No.1. The petitioners may file certified copy of this order to the Commission for further proceedings in accordance with law. This petition is disposed of accordingly.  

                                                                   JUDGE      

Aadil Arab