Law: Companies Ordinance, 1984

Section: 287

Companies Ordinance (XLVII of 1984)--Ss. 287, 288, 92 & 93---Amalgamation of companies, scheme for---Application for sanction---Grounds were that creation of a single unit after merger would save administrative/overheads expenses, enhance profit of unit, improve its operations, . manufacturing and production and make credit arrangements smoother---Unanimous approval of merger in meetings held by members of each of the two companies---Except Joint Registrar of Companies,' no one appeared to object proposed merger---Objection of Registrar was that authorized capital of a company could be increased in terms of Ss. 92 & 93 of Companies Ordinance, 1984, whereas in the present case, merger of authorized capital of one company into another authorized capital of other company would be beyond the scope of S.287 of Companies Ordinance, 1984 and same would cause loss of revenue to Securities and Exchange Commission of Pakistan---Validity---Requisite fee qua authorized capital of each company had already been paid---Admission of Registrar was that such merger was not tainted with any malice, but was being done in good faith---High Court repelled such objection and approved the proposed merger. ORDER NAZIR AHMED SIDDIQUI, J.---Through this petition filed under sections 284 to 288 of the Companies Ordinance, 1984, the petitioners seek to obtain sanction of this Court to a Scheme of Arrangement to merge the entire undertaking of petitioner No.1 (Mahmood Power Generation Ltd; hereinafter to be referred as "MPGL") along with its assets and liabilities into petitioner No.2 (Mahmood Textile Mills Ltd; hereinafter to be referred as "MTML"). 2. The petitioner No.1 "MPGL" has an authorized share capital of Rs.150,000,000 divided into 15,00,000 Ordinary shares of Rs.10 each, out of which 7,403,660 Ordinary shares are issued (6,730,600) Ordinary shares are fully paid in cash and 673,060 Ordinary shares are fully paid bonus shares) and remaining are un-issued. And petitioner No.2 "MTML" holds more than 99% of shares of petitioner No. 1 "MPGL" " 3. The petitioner No.2 "MTML" has an authorized share capital Rs.150,000,000 divided into 15,00,000 Ordinary shares of Rs.10 each out…

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