| Citation(s) |
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| 2025 SLG 3735 2025 SLD 3735 = 2025 CLD 343 |
Lahore High Court, Rawalpindi Bench, Rawalpindi
Civil Original No.04 of 2024, decided on 18th November, 2024.
Before Jawad Hassan, J
Barrister Raja Jibran Tariq, Asim Shafi, ASC with Mikael Azmat Rahim, ASC and Furqan Khan for Petitioners. Shahzad Ali Rana, Special Public Prosecutor on behalf of the SECP with Fatima Shabbir and Hassnain Raza for Petitioners. Gulfraz Arshad, Law Officer on behalf of the CCP. Muhammad Ahmad for United Bank Limited. Shah Jahan, Law Officer for Meezan Bank Limited. Rahil Sikandar Khawaja for Faysal Bank Limited with Raja Faisal Ghanni for Petitioner. Raja Arshad Mahmood for Bank of Punjab with Sardar Haseeb Arshad, Abdul Waheed and Muhammad Nasrullah Rehman for Petitioner. Muhammad Asif, Law Officer on behalf of Askari Bank Limited. Muhammad Tauseef Akhlaq, Law Officer for Bank Al-Habib Limited with Abid Jan, Bank Representative. Shahzada Moteen Hasan, Manager Legal Affairs on behalf of MCB Bank Limited with Nouman Israr, Bank Representative. Faheem Farooq, Manager/Representative on behalf of Soneri Bank Limited.
Civil Original No.04 of 2024, decided on 18th November, 2024.
Before Jawad Hassan, J
Barrister Raja Jibran Tariq, Asim Shafi, ASC with Mikael Azmat Rahim, ASC and Furqan Khan for Petitioners. Shahzad Ali Rana, Special Public Prosecutor on behalf of the SECP with Fatima Shabbir and Hassnain Raza for Petitioners. Gulfraz Arshad, Law Officer on behalf of the CCP. Muhammad Ahmad for United Bank Limited. Shah Jahan, Law Officer for Meezan Bank Limited. Rahil Sikandar Khawaja for Faysal Bank Limited with Raja Faisal Ghanni for Petitioner. Raja Arshad Mahmood for Bank of Punjab with Sardar Haseeb Arshad, Abdul Waheed and Muhammad Nasrullah Rehman for Petitioner. Muhammad Asif, Law Officer on behalf of Askari Bank Limited. Muhammad Tauseef Akhlaq, Law Officer for Bank Al-Habib Limited with Abid Jan, Bank Representative. Shahzada Moteen Hasan, Manager Legal Affairs on behalf of MCB Bank Limited with Nouman Israr, Bank Representative. Faheem Farooq, Manager/Representative on behalf of Soneri Bank Limited.
FAUJI FERTILIZER COMPANY LIMITED AND FAUJI FERTILIZER BIN QASIM, LIMITED---Petitioner
VERSUS
SECURITIES YAND EXCHANGE COMMISSION OF PAKISTAN and another---Respondent
Law: Companies Act, 2017
Section: XIX,6(11),11,134(3),279,280,281,282,283,284,285
Law: Companies (Court) Rules, 1997
Section: 19
Law: Competition (Merger Control) Regulations, 2016
Section: 5
Law: Constitution of Pakistan, 1973
Section: 37(d)
Companies Act (XIX of 2017)-------Ss. 6(11),11, 134(3), 279, 280, 281, 282, 283 & 285---Companies (Court) Rules, 1997, R.19---Competition (Merger Control) Regulations, 2016, Regln.5--Constitution of Pakistan, Art.37(d)---Scheme of arrangement and merger, approval of---Duty of Court---Interference of Court in business decision of merger---Scope--Substitution of collective wisdom of the shareholders through court's decision--Pre-merger clearance---Fulfillment of legal formalities---Sanction of Scheme of Arrangement meant for amalgamation of companies was sought---Securities and Exchange Commission of Pakistan pressed pre-merger clearance---Held, that Fauji Fertilizer Company Limited and Fauji Fertilizer Bin Qasim Limited filed a petition for merger, in which Court approved the merger, noting that it had been established like mid-day-sun that all legal/statutory requirements qua holding of meetings by the Chairmen, requisite publication, issuance of notices to the Securities and Exchange Commission of Pakistan "SECP" and Competition Commission of Pakistan "CCP", filing of NOCs of all secured creditors, interest of whole body of shareholders and approval of the "Scheme" by majority of shareholders was obtained---It ultimately will prove to be beneficial for the shareholders and the companies and there remained no impediment to grant sanction of the Scheme of Arrangement of the petitioners---All legal requirements were met, including obtaining NOCs from secured creditors, pre-merger notification from the CCP, and approval from the SECP---Shareholders unanimously approved the Scheme---Court emphasized the importance of timely decisions in commercial matters and cited precedents supporting judicial non-interference in business decisions when legal formalities were fulfilled and the Scheme was fair and reasonable---Merger was held to be beneficial for stakeholders---Once the requirements of a Scheme for getting sanction of the court were found to have been met, the Court would have no further jurisdiction to sit in appeal over the commercial wisdom of the majority of the class of persons, who with their open eyes had given their approval of the Scheme---Petition…