Law: Companies Act, 2017

Section: 279,280,281,282,283

Companies Act (XIX of 2017)--- ----Ss. 279, 280, 281, 282 283---Scheme of arrangement---Scope---Petitioner companies sought approval to transfer the entire undertaking of two companies to third company---Validity---Under the Scheme of Arrangement, the entire undertaking and business of the two companies, including their assets, rights, properties, benefits, powers, privileges, contracts, liabilities, encumbrances, obligations, and dues, would be transferred, vested, and assumed by the third company---Additionally, the Scheme of Arrangement would result in the cancellation of the share capital of the transferor companies, causing them to cease to exist or be dissolved without winding up---Scheme of Arrangement had taken care of the members, creditors, employees, and shareholders of the transferor companies, ensuring the security of their rights and interests---If the business of the transferor companies were to continue, the merged entity would need to amend its memorandum and articles of association to accommodate such activities---Petitioner Companies had fulfilled all the necessary legal formalities, including holding separate meetings of shareholders and board of directors, and publishing and issuing notices to the SECP---As the High Court could not challenge the of the petitioners in approving the Scheme of Arrangement, therefore, the petition was allowed. JUDGMENT MUHAMMAD SHAFI SIDDIQUI, J.---This petition under sections 279 to 283 of Companies Act, 2017 pertains to amalgamation and/or transfer of whole of the undertaking of petitioners Nos.1 and 2 with and into petitioner No.3. The purpose of the petition is sanction of such Scheme of Arrangement attached as Annexure A to the petition and to give effect to proposed amalgamation. In substance the petitioners have proposed restructure and merger whereby petitioners Nos.1 and 2 i.e. G.A. Enterprises (Private) Limited and GAM Corp (Private) Limited are to be merged and amalgamated into petitioner No.3 i.e. Siza Foods (Private) Limited. 2. On presentation of the petition, notices were issued to SECP and so also advertised in terms of Rule 76 read with Rule 19 of the Companies Ordinance (Court) Rules, 1997.…

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