Law: Companies Act, 2017

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

Companies Act (XIX of 2017) Ss. 279, 280, 281, 282, 283 & 285---Scheme of Arrangements---Merger of companies---Court, duty of---Petitioner companies filed petition for approval of scheme of arrangements---Held: None of the stakeholders, shareholders of petitioner companies or other interested parties raised any objection to the Scheme---Subject to the conditions contained in NOCs issued by secured creditors, the Scheme would take effect in accordance with S. 282 of Companies Act, 2017---With the requisite majority of shareholders what is in favour of merger cannot be withheld unless it is shown that the same is unfair and unreasonable or against the national interest---Before granting sanction, the Court s role is not to reassess commercial merits but to ensure that the scheme is fair, reasonable, lawful, and consistent with public policy---Any arrangement that is illegal, unconscionable, or unfair cannot be sanctioned---Court s jurisdiction is supervisory and protective, rather than appellate---Court s task while sanctioning a scheme of arrangement is limited to watching over the regulatory and legal compliances being properly carried out for which SECP takes lead in its assistance to the Court---All statutory benchmarks and formalities were accomplished as required under Companies Act, 2017 and enabling rules---Scheme was reinforced by requisite majority and Chairman s report confirmed its compliance with statutory obligations---Proposed Scheme was fair, reasonable and commercially sound---There was no material to suggest that the Scheme was against public interest or any law---High Court sanctioned the Scheme of Arrangement between the petitioner companies---Petition was allowed in circumstances.        Messrs Fatima Fertilizer Company Ltd. v. M/s Fatimafert Ltd. (C.O. No. 50548/2021); Nina Industries Limited and 6 others s case 2022 CLD 630; State Life Insurance Corporation of Pakistan, Karachi v. Nina Industries Limited, Karachi and others 2025 CLD 402; Dewan Salman Fiber v. Dhan Fiber Limited PLD 2001 Lah. 230 and Gadoon Textile Mills s case 2015 CLD 2010, Engro Corporation Ltd s. case 2025 CLD 1211 rel.…