Law:

Section:

Companies Ordinance (XLVII of 1984)--- ----Ss. 284, 285, 286, 287 & 288---Scheme of merger---Approval---Petitioners sought sanction of scheme of arrangement for amalgamation between petitioner companies---Scheme in question was approved by Board of Directors as well as shareholders of petitioner companies in extraordinary general meetings---After merger, business set up as single unit would be enlarged with a stronger equity and a larger asset base, with more opportunities and option for development of funds---Due to merger, major contribution to profitability would arise from economy of scale and reduction in operating costs was projected immediately upon merger---High Court sanctioned scheme of arrangement for amalgamation between petitioner companies---Petition was allowed in circumstances. ORDER MERGER ORDER ABID AZIZ SHEIKH, J.---This is a petition under sections 284 to 288 of the Companies Ordinance, 1984 ("Ordinance") seeking sanction of Scheme of Arrangement for amalgamation between PRD (Pvt.) Limited (Petitioner No. l) ("Transferor Company") and Citi Housing (Pvt.) Ltd. (Petitioner No.2) ("Transferee Company"). 2. The said Scheme has been approved by the Board of Directors, as well as, share holders of the Companies in Extra Ordinary General Meetings held on 15.9.2014. OBJECT OF THE SCHEME 3. The principal object of this Scheme is to effect a scheme of merger between PRD and Citi Housing through the transfer to and vesting in Citi Housing of the whole undertaking of PRD, in consideration whereof the allotment of fully paid ordinary shares of Citi Housing to the registered holders of the shares in PRD, in lieu of the shares of PRD held by them and the dissolution of PRD without winding up. STRUCTURE OF THE COMPANIES 4. Both the Companies are Private Limited Companies. Authorized capital of the Transferee Company is Rs.1,000,000/- divided into 10,000/- ordinary shares of Rs.100/- each of which 600 shares of Rs.100/- each are fully paid in cash. The authorized capital of the Transferor Company is Rs.1,00,00,000/- divided into 100,000/- ordinary shares of Rs.100/- each, of which 100,000/- shares of Rs.100/- each are fully paid in cash. BENEFITS OF…

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