Case Details

Citation(s)
2003 SLG 3005 2003 SLD 3005 2003 CLD 1634
Lahore High Court
Civil Original No.47 of 2002, decision dated: 26-06-2003.
NASIM SIKANDAR, J
Hamid Khan, Suleman Aslam Butt and Tariq Kamal Qazi for Petitioners. Khawaja Saeed uz Zafar and Nasrullah Babar for SECP.

In re: PAK WATER BOTTLERS (PVT.) LIMITED and 2 others

Khawaja Saeed uz Zafar and Nasrullah Babar for SECP.

Law:

Section:

(a) Companies Ordinance (XLVII of 1984) Ss.284, 285, 286 & 287 Scheme for merger of Companies Approval of Company' Court Objection Swap ratio Determination of principle of arms length transaction Applicability Benefits expected from the merger of Companies, inter alia, were claimed to be an increase in profitability after removal of overlapping in management, marketing and distribution expenses; elimination of high cost of complexity behind the existing operations/set up; streamlining of operations by optimizing their energies in the areas of sales, distribution and administration; reduction of administrative costs, effective control and administration on account of coming into being a Single Board of Directors; the need to hold only one annual general meeting and issuance of only one set of annual/half yearly accounts, maintaining only one Register of Shareholders, only one set of books and records; only one administration office to manage the affairs of the merged/ amalgamated Company; exemption of capital gain on the sale of the shares of one of the three Companies becoming available to the shareholders of other two Companies coupled with, ready sale ability of shares of one of the three Companies as. a listed company Amalgamating Companies had claimed that they had obtained written consent from 94% of the creditors of one of the Companies, 98% of the creditors of the other and 96% of the creditors of the third Company General meeting of the said three Companies were convened under the supervision of a local commission appointed by the Company Court and Scheme proposed for merger and various arrangements in its execution were put before the members of the three Companies Local Commissioner had reported that said meetings by a majority of 90% and 98% had finally resolved that the scheme of arrangement between the three Companies and its members was considered by the meetings and was approved, adopted and agreed" ¬Representative of one of the Companies, however, made oral as well as written objection to the merger during the separate extraordinary general meetings of other two Companies Objector had very strong reservations to the proposed merger as…
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