Law:

Section:

Companies Ordinance (XLVII of 1984)-------S. 282-L & Part VIII-A (Ss.282-A to 282-M)---Companies Court Rules 1997, Rr.60 & 61---Armed Forces Civil General Transport Companies and Requisition of Civil Transport Ordinance (CXXII of 2002)---Constitution of Pakistan (1973), Art. 185 (3)---Merger of Non-Banking Finance Companies---Powers of High Court and Security and Exchange Commission of Pakistan---Statutory majority of shareholders---Effect---Scrap ratio---Determination---Caveat emptor, principle of---Scope---Leave to appeal was granted by Supreme. Court to consider; what was import and significance of provisions as enumerated in S.282-L of Companies Ordinance, 1984 and what effect it would have on the scheme of arrangement/merger of a Non-Banking Finance Company; whether such a scheme of arrangement/merger could have been sanctioned by High Court, pursuant to the provisions contained in S.282-L of Companies Ordinance, 1984, read with Part VIII-A and Part IX of the Ordinance No. CXXII of 2002 or by Security and Exchange Commission of Pakistan in view of the provisions as enumerate in said Ordinance; whether provisions as contemplated in S.282-L of Companies Ordinance, 1984, had been misconstrued and misinterpreted; whether question of limitation had been dilated upon and decided correctly by High Court and time for the purposes of limitation would commence from the date of merger order or when the merger order attained finality; whether "market value of shares" was the only criterion to determine "the scrap ratio" and other relevant factors such as "net assets value" and "profit earning capacity value" could be ignored; whether requisite statutory majority of share-holders of amalgamating companies had unfettered and unbridled powers and grievance of aggrieved party could not be redressed where the scheme of arrangement/merger was not fair and transparent; whether provisions as envisaged in Rr.60 and 61 of Companies Court Rules, 1997 had been adhered to strictly; whether the principle of caveat emptor could be pressed into service; whether conclusion of High Court qua increase in paid up capital to the required minimum of Rs.200 million was based on…

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