| Citation(s) |
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| 2026 SLG 642 2026 SLD 642 = 2026 SHC 472 |
Sindh High Court
J.C.M. No. 37 of 2024
Presented By: (Adnan Iqbal Chaudhry) JUDGE
Petitioners : Shahbaz Garments (Pvt.) Ltd., Industrial Clothings (Pvt.) Ltd. and Protective Products (Pvt.) Ltd., through Mr. Mikael Azmat Rahim Advocate. On Court notice : Securities and Exchange Commission of Pakistan through Syed Ebad-ur- Rehman, Advocate. Date of hearing : 20-10-2025 Date of Announcement : 02-03-2026
J.C.M. No. 37 of 2024
Presented By: (Adnan Iqbal Chaudhry) JUDGE
Petitioners : Shahbaz Garments (Pvt.) Ltd., Industrial Clothings (Pvt.) Ltd. and Protective Products (Pvt.) Ltd., through Mr. Mikael Azmat Rahim Advocate. On Court notice : Securities and Exchange Commission of Pakistan through Syed Ebad-ur- Rehman, Advocate. Date of hearing : 20-10-2025 Date of Announcement : 02-03-2026
In the matter of the Companies Act, 2017 And of (a) Shahbaz Garments (Pvt.) Ltd. (b)Industrial Clothings Apparel (Pvt.) Ltd. Protective Products (Pvt.) Ltd.
Law: Companies Act, 2017
Section: 279, 281, 282, 89, 93, 256-258
Law: Companies (Court) Rules, 1997
Section: 19, 57
Law: Competition Act, 2010
Section: 11, 31
Law: Competition (Merger Control) Regulations, 2016
Section: 4 & 5
Tag Line Sanction of Scheme of Arrangement—Court upholds amalgamation and capital reduction where statutory requirements are met and scheme is fair, reasonable, and approved by stakeholders. Summary The petitioners (private companies) sought sanction of a Scheme of Arrangement under the Companies Act, 2017 for amalgamation of Petitioner Nos. 2 and 3 into Petitioner No.1. Scheme Highlights: Transfer of entire undertaking, assets, liabilities of Petitioners 2 & 3 to Petitioner No.1. Dissolution of Petitioners 2 & 3 without winding-up. Cancellation of shares and monetary settlement to shareholders. Reduction of share capital of Petitioner No.1. Result: Petitioner No.1 becomes a wholly owned subsidiary. ORDER; Adnan Iqbal Chaudhry J. - The Petitioners are private companies limited by shares incorporated in Pakistan with registered offices at Karachi. The Petitioners seek sanction of a Scheme of Arrangement under section 282 read with sections 279 to 281 of the Companies Act, 2017 [the Act]. Petitioners 1 and 2 fall in the category of Large Sized Companies under the Third Schedule to the Act. Therefore, in view of SRO 840(I)/2017 dated 17.08.2017 issued under section 285(8) of the Act, the instant petition lies before the Company Bench of the High Court. The principal line of business of Petitioner No.1 is the manufacturing and sale of industrial gloves, fabrics and yarns. Principal line of business of Petitioner No.2 is the manufacturing, trading and distribution of personal protective equipment. Principal line of business of Petitioner No.3 is the manufacturing and sale of safety clothing and garments, however, it has since ceased manufacturing operations and has sold its fixed assets. The Scheme of Arrangement (Annexure H to the petition) proposes to merge/amalgamate Petitioners 2 and 3 with Petitioner No.1 such that: the entire undertaking and business of Petitioners 2 and 3, including all assets, rights, liabilities and obligations, shall stand transferred to and vest in Petitioner No.1;…