Law: Companies Ordinance, 1984

Section: 284

(a) Appeal Appeal is only a step in the proceedings which is not a matter of mere procedure, but a substantive right which has to be presumed till the rest of the career in litigation Right of appeal becomes vested as soon as an action commences Such right can only be extinguished if the Legislature expressly so provides or the conclusion of extinction can be justified on the doctrine of necessary intendment. Abdul Majid Ahmed Bawany v. III Sindh Labour Court PLD 1979 Kar. 549 ref. (b) Companies Ordinance (XLVII of 1984)--Ss. 284 & 287 Interpretation of Ss. 284 & 287, Companies Ordinance, 1984 Arrangement in the nature of amalgamation/merger of companies Concept Application for merger/amalgamation of two companies could be entertained under S.287 of the companies Ordinance, 1984 without meeting the requirements of S.284 of the said Ordinance Principles. An arrangement in the nature of amalgamation is the result of an agreement between the amalgamating company and its members, as well as a corresponding agreement between the transferee company and its members, and the result of amalgamation is the absorption of one company with another, or by merger of the two to create the third. In other words, amalgamation of a company with another or an amalgamation of two companies to form a third is brought about by two parallel schemes of arrangements entered into between one company and its members and the other company and its members and the two separate arrangements bind all the members of the companies as well as the companies themselves, when sanctioned by the Court. Amalgamation is, therefore, an absorption of one company into another or merger of both to form a third, which is not a mere act of the two companies or their members but is brought about by virtue of a statutory instrument and to that extent has statutory genesis and character, and to that extent it is distinguishable from a mere bilateral arrangement to merge or join in a common endeavour, undertaking or enterprise. In the instant case, it was undoubtedly an arrangement between the transferee-company and its members, because the transferee company was taking not only the assets and liabilities…

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