Law: Companies Act, 2017

Section: 279 to 282,282(1),282(2),285(8)

Law: Companies (Court) Rules, 1997

Section: 57

Law: Competition Act, 2010

Section: 11

Summary

The High Court sanctioned a Scheme of Amalgamation between Junaid Jamshed (Pvt.) Ltd. (Petitioner No.2) and U&I Garments (Pvt.) Ltd. (Petitioner No.1) under sections 279 to 282 of the Companies Act, 2017. The scheme involved transferring all assets, rights, liabilities, and obligations of Petitioner No.2 to Petitioner No.1, dissolving Petitioner No.2 without winding up, and increasing the authorized share capital of Petitioner No.1. The scheme received unanimous approval from shareholders and secured creditors, and pre-merger clearance from the Competition Commission of Pakistan was obtained. The court found the scheme to be fair, reasonable, and compliant with statutory requirements and sanctioned it without modifications.

Core Points

• The Petitioners are large private companies engaged in garment manufacturing.
• The scheme proposes merging Petitioner No.2 into Petitioner No.1, transferring all assets and liabilities.
• Authorized share capital of Petitioner No.1 increased to Rs. 6.5 billion.
• Share swap ratio approved at approximately 1.38 shares of Petitioner No.1 for every 1 share of Petitioner No.2.
• Meetings of shareholders and secured creditors approved the scheme unanimously.
• Pre-merger clearance obtained from the Competition Commission of Pakistan.
• The court deemed the scheme fair, just, and reasonable, not interfering with the Petitioners' commercial wisdom.
• Petitioner No.2 will dissolve without winding-up after amalgamation.
• Memorandum & Articles of Association of Petitioner No.1 are amended as per the scheme.
• The Registrar of Companies to consolidate files, register the order, and dissolve Petitioner No.2 upon registration.

Law and Sections:

ORDER OF SANCTION OF SCHEME