Law: Companies Act, 2017

Section: 279,280,281,282,283,285,285(8)

Companies Act (XIX of 2017)---Ss. 279, 280, 282, 283 285---Scheme of arrangement---Merger and demergers---Objections to scheme of arrangement by the Securities and Exchange Commission of Pakistan (“SECP”)---Scope public limited companies sought sanction for scheme of arrangement whereby specific portions of an undertaking by one petitioner would stand transferred/demerged to and vested in the other petitioner public limited company---Contention of SECP, inter alia, was that various objections arose from such demerger/scheme’s contention, inter alia, was that objections by the SECP were of a formal nature and inconsequential to purpose of merger and demerger and that such arrangement had been approved by the shareholders---Validity---High Court observed that no material on record suggested that said scheme was unjust, unfair, against public interest, or in violation of any law---High Court further observed that all formalities under the law had been completed therefore objections of the SECP were liable to be overruled and scheme of arrangement sought was sanctioned---Petition was allowed, accordingly. Gadoon Textile Mills Limited and 2 others’ case 2015 CLD 2010 rel. ORDER: SYED HASAN AZHAR RIZVI, JUSTICE:---.--- Through this petition under section 279 read with sections 280 to 283 and section 285(8) of the Companies Act, 2017, the petitioners which are public companies limited by shares have sought permission of this Court for a Scheme of Arrangement between them more particularly described in the Scheme as set forth in Annexure ‘C’ to the petition in terms of which specific portions of the undertaking of the petitioner No. 1 i.e. the Demerged Undertaking, as more particularly described in the Scheme of Arrangement, will be demerged from the Petitioner No. 1 and shall be transferred to, stand vested in and assumed by the Petitioner No. 2, while the Continuing Undertaking (as defined in the Scheme of Arrangement) shall continue to remain with the Petitioner No. 1. Upon the Sanction of the Scheme or Arrangement, the Petitioners Nos.1 and 2 will continue as going concerns under their respective existing names and neither shall be dissolved. 2. Pursuant to order…

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