| Citation(s) |
|---|
| 2021 SLG 228 2021 SLD 228 2021 CLD 182 |
Lahore High Court
C.O. No. 5668 of 2019, decided on 21st October, 2019.
JAWAD HASSAN, JUSTICE
Raza Imtiaz Siddiqui and Barrister Sheharyar Kasuri for Petitioner. Adil Bandial for SNGPL. Hafiz Muhammad Talha, Advocate/Legal Advisor for SECP. Aurangzeb Mirza and Ch. Sultan Mehmood, Advocates/ Chairpersons.
C.O. No. 5668 of 2019, decided on 21st October, 2019.
JAWAD HASSAN, JUSTICE
Raza Imtiaz Siddiqui and Barrister Sheharyar Kasuri for Petitioner. Adil Bandial for SNGPL. Hafiz Muhammad Talha, Advocate/Legal Advisor for SECP. Aurangzeb Mirza and Ch. Sultan Mehmood, Advocates/ Chairpersons.
M/S FAZAL CLOTH MILLS LIMITED
VS
M/S FAZAL WEAVING MILLS LIMITED
Law: Companies Act, 2017
Section: 279,280,281,282
Companies Act (XIX of 2017)---
----Ss. 279, 280, 281 282--- Competition (Merger Control) Regulations, 2016, Regln. 5--- Powers of Securities and Exchange Commission of Pakistan (SECP) to facilitate reconstruction or amalgamation of companies--- Transactions exempted---Scope sought sanction of the court to a Scheme of Arrangement and for merger/amalgamation between transferee company and transferor company---Validity---Transferor company was wholly owned subsidiary of the transferee company, therefore under the Scheme of Arrangement, the petitioners were exempt from pre-merger notification as provided under Regln. 5(1)(ii) of the Competition (Merger Control) Regulations, 2016---Secured creditors had given their NOCs to the Scheme of Merger---All the shareholders of the transferee company had unanimously approved the Scheme and there was no reason to interfere with their business decision---No impediment existed in grant and sanction of the Scheme of Merger of the transferor company into transferee company---Petition was allowed and the Scheme of Merger was sanctioned.
Dewan Salman Fiber v. DHAN Fibers Limited PLD 2001 Lah. 230 rel.
----Ss. 279, 280, 281 282--- Competition (Merger Control) Regulations, 2016, Regln. 5--- Powers of Securities and Exchange Commission of Pakistan (SECP) to facilitate reconstruction or amalgamation of companies--- Transactions exempted---Scope sought sanction of the court to a Scheme of Arrangement and for merger/amalgamation between transferee company and transferor company---Validity---Transferor company was wholly owned subsidiary of the transferee company, therefore under the Scheme of Arrangement, the petitioners were exempt from pre-merger notification as provided under Regln. 5(1)(ii) of the Competition (Merger Control) Regulations, 2016---Secured creditors had given their NOCs to the Scheme of Merger---All the shareholders of the transferee company had unanimously approved the Scheme and there was no reason to interfere with their business decision---No impediment existed in grant and sanction of the Scheme of Merger of the transferor company into transferee company---Petition was allowed and the Scheme of Merger was sanctioned.
Dewan Salman Fiber v. DHAN Fibers Limited PLD 2001 Lah. 230 rel.
ORDER
JAWAD HASSAN, JUSTICE:---.---
This petition under sections 279 to 282 of the Companies Act, 2017 (the “Act”) has been filed by authorized representative of the Petitioner No.2 for seeking/obtaining sanction of this Court to a Scheme of Arrangement and for merger/amalgamation between M/S Fazal Cloth Mills Ltd (FCML) (the Petitioner No.1) (“Transferee Company”) and M/S Fazal Weaving Mills Ltd (FWML) (the Petitioner No.2) (“Transferor Company”).
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