Law: Companies Act, 2017

Section: 279,280,282,283,285

Companies Act (XIX of 2017)--- ----Ss. 279, 280, 282, 283 285---Scheme of arrangement---Scope---Petitioners requested the Courts approval of Scheme of Arrangement, which involved merging company No. 3 into company No. 2 through the management of company No. 1---Scheme of Arrangement provided for the transfer, vesting, and assumption of the entire undertaking and business of company No. 3, including its assets, rights, properties, benefits, powers, privileges, contracts, liabilities, encumbrances, obligations and dues by company No. 2---Consequently, company No. 2 would operate under its name, while company No. 3 would stand dissolved without being wound up---Scheme of Arrangement safeguarded the rights and interests of members, creditors, employees and certificate holders---No objection certificate was secured from Securities and Exchange Commission of Pakistan (SECP) and secured creditors---Petitioners completed all necessary legal formalities, including holding separate meetings of certificate holders and board of directors and publishing and issuing notices to the SECP---No certificate holder of any of the companies objected to the scheme---As there were no obstacles to granting the petition, it was allowed. JUDGMENT MUHAMMAD SHAFI SIDDIQUI, J.---This petition under section 279 read with sections to 280 and 283, 285(8) and 505(1)(C) of Companies Act, 2017 pertains to merger of petitioner No.3 with and into petitioner No.2 through petitioner No.1 which is vested with the rights of management of both the petitioners Nos.2 and 3. The purpose of the petition is sanction of the Scheme of Arrangement dated 22.07.2022 attached as Annexure E to the petition to give effect to proposed merger. In substance the petitioners have proposed restructure and merger whereby petitioner No.3 i.e. Habib Metro Modaraba is to be merged and amalgamated into petitioner No.2 i.e. First Habib Modaraba. 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. The SECP filed its comments, whereas no objections of whatsoever nature has been received. 3. I have heard learned…

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