Law: Companies Act, 2017

Section: 279,280,281,282

Companies Act (XIX of 2017)--- ----Ss. 279, 280, 281 & 282---Scheme of Arrangement for merger/amalgamation between two private companies---Legality---Unanimous approval of merger scheme and swap ratio by all the shareholders---No Objections Certificates from creditors and competition regulator---Held, that on directions of the High Court public notices were issued in two newspapers for the purpose of informing general public about the scheme proposing merger of the petitioners-companies and inviting objections to the scheme from members and creditors of the petitioners as well as from any person having interest in the affairs of the petitioners---In addition, notices were also directed to be issued to the Securities and Exchange Commission of Pakistan, the Competition Commission of Pakistan and to the creditors of the petitioners had placed on record "No Objection Certificate" (NOCs) issued by their secured creditors and by the Competition Commission of Pakistan---Chairpersons were appointed on directions of the High Court to supervise the Extraordinary General Meeting of the shareholders of petitioners---Perusal of the peport submitted by said Chairpersons showed that Extraordinary General Meeting of the petitioners was convened at their registered offices and that notices of the meeting were issued by the petitioners company to their shareholders as well as by publication in the two newspapers; that 100% of the shareholders of the petitioners were present at the extraordinary general meeting who voted, unanimously consented and approved proposed Scheme of Arrangement for Merger/Amalgamation of petitioners; that members in extraordinary general meeting were invited to raise any objection qua the basis of swap ratio in the Scheme of Arrangement which, after discussion, was unanimously passed by the members in terms of S. 279(2) of the Companies Act, 2017, and that determination of swap ratio was also calculated by an external auditor---Perusal of the merger contemplated under the Scheme of Arrangement showed that it would have significant benefits for the petitioners and their respective stakeholders, which were stipulated in the scheme of arrangement---All…

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