Law: Companies Act, 2017

Section: 279,280,281,282,283,505

Law: Competition Act, 2010

Section: 11

Companies Act (XIX of 2017)--- ----Ss. 279, 280, 281, 282, 283 505---Competition Act (XIX of 2010), S. 11---Competition (Merger Control) Regulations, 2016, Regln. 6---Compromise with creditors and members---Reconstruction or amalgamation of companies---Approval of mergers from Competition Commission, exemption from---Scope---Petitioners (Modaraba Companies) sought sanction of the High Court to a Scheme of Arrangement---In terms of the Scheme of Arrangement entire undertaking and business including assets, rights, properties, benefits, powers, privileges, contracts, liabilities, obligations and dues of the transferor company would be transferred to and vested in and assumed by the transferee company against the issuance of certificates to the formers certificate holders---Transferee company would act accordingly as a going concern whereas the transferor company would cease to exist without winding up---Members, employees and certificate holders, etc of both the companies would remain secured and their rights and interest were taken care of in the Scheme of Arrangement---Both the companies had secured creditors---Parent company of the transferor and transferee companies, which was vested with the rights of their management had got the requisite No Objection Certificate from the Registrar Modaraba, Securities and Exchange Commission of Pakistan (SECP)---Petitioners were exempt from seeking an approval regarding their merger from the Competition Commission of Pakistan in terms of S. 11 of the Competition Act, 2010 and Regulation 6 of the Competition (Merger Control) Regulations, 2016---Not a single certificate holder of any of the petitioners had objected to the scheme--- Petition was allowed, in circumstances. JUDGMENT MUHAMMAD SHAFI SIDDIQUI, J.---This petition under sections 279 read with sections to 280 and 283 and 505(1)(C) of Companies Act, 2017 pertains to merger of petitioner No.2 with and into petitioner No.3 through petitioner No.1 which is vested with the rights of management of petitioners Nos.2 and 3. The purpose of the petition is sanction of the Scheme of Arrangement attached as Annexure P-5 to the petition to give effect to proposed merger. In…

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