Law: Companies Act, 2017

Section: 279,280,281,282,283,285

Companies Act (XIX of 2017)--- ----Ss. 279, 280, 281, 282, 283 285---Compromise with creditors and members---Reconstruction or amalgamation of companies---Scope---Petitioners 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, encumbrances, obligations and dues of the transferor company would be transferred to and vested in and assumed by the transferee company against the allotment and issue of shares to shareholders of the transferor company---Transferee company would act accordingly whereas transferor company would cease to exist without winding up and its shares held by the shareholders would stand cancelled---All issued share capital of both the companies was wholly owned by a parent company, thus, no shares of transferee company were required to be issued to shareholders of the transferor company---Not a single shareholder or secured creditor of any of the two petitioners had objected to the scheme---Petition was allowed, in circumstances. JUDGMENT MUHAMMAD SHAFI SIDDIQUI, J.---This petition under section 279 read with Sections 280 to 283 and 285(8) of Companies Act, 2017 pertains to merger of petitioner No.2 with petitioner No.1. The purpose of the petition is approval of the scheme of arrangement dated 31.05.2022 attached as Annexure C to the petition. In substance the petitioners have proposed to restructure in terms whereof petitioner No.2 i.e. Lucky One (Pvt.) Limited is required to be merged and amalgamated into petitioner No.1 i.e. Lucky Landmark (Pvt.) Limited. 2. By virtue of an order dated 03.06.2022, meeting of the creditors of petitioner companies and so also the meeting of members of the petitioner companies was ordered to be held in pursuance of application filed in that regard, and so also advertisement of main petition to be published in official gazette and newspapers, as required under the scheme of Company Court Rules 1997 and Sindh Chief Court Rules (OS). Notice to SECP was also made. 3. The SECP after notice have marked their appearance and have raised some formal…

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