1. ' Through .This petition filed under section 284 read with section 287 of the Companies Ordinance, 1984, petitioners which are private companies with limited liability incorporated under the Companies Ordinance 1984 have sought permission/sanction of this Court for merger/ amalgamation between them as required under section 284(1) of the Companies Ordinance, 1984 read with Rule 953 of the Sindh Chief Court Rules (0.S) and Rule 55 of the Companies (Court) Rules, 1997.
2. ' As required under the law, notice of the petition for the proposed amalgamation of the two petitioner companies was affixed on the Court Notice Board on 19-4-2004. Notice was also issued to the Registrar Joint Stock Companies. Publication in two national daily newspapers, namely, Daily Dawn Karachi dated 27-4-2004 and daily Jang (Urdu), Karachi dated 30-4-2004 inviting objections, if any, from general public or any other person having interest was also made. Notice has also been published in the official Gazette of Pakistan dated 12th May, 2004. Objections or opposition has not been received from any quarter. Registrar Joint Stock Companies in his letter dated 24-6-2004 has also raised no objection if such amalgamation is allowed/ sanctioned.
3. ' On 1-6-2004 the petitioners were directed to call the extraordinary meetings of their share-holders within two weeks from that date separately for the purpose of considering, adopting and agreeing to the scheme set-forth in the schedule (Annexures P/19 and P/20 to the petition). They were also directed that the amalgamation scheme be also circulated amongst all the members of both the companies and all classes of their creditors as well as Registrar Joint Stock Companies and Security Exchange Commission of Pakistan at least seven days before holding such meetings.
4. Direction for holding such meetings .In the manner stated therein and in accordance with law was also issued.
5. ' Compliance of the direction appears to have been made. Through the statement dated 18-6- 2004 the petitioners have reported that two separate extraordinary general meetings of the share- holders were held in which the amalgamation and merger scheme was taken into consideration and the meeting under the Chairmanship of the respective executives of the petitioners on 8-6- 2004 passed respective resolutions recording their consent. Such resolutions of ' the companies along with other related documents were filed in the office of Joint Registrar of Companies Karachi and such acknowledgement was taken/obtained, which has been placed on record as Annexure I to the statement dated 18-6-2004. Special resolutions passed in the extraordinary general meeting of share-holders of petitioner No,1 have been filed as Annexures 1/3, 1/4 and 1/5 to the statement.
6. Similarly, the resolutions passed in the general meeting of the shareholders of petitioner No,2 have also been placed on record as Annexures 1/9 and 1/10 to the said statement. Report of the Additional Registrar of Companies dated 24th June, 2004 raising no objections to such amalgamation has also been filed.
7. Under the circumstances the necessary compliance of the order of this Court before considering the proposed amalgamation appear to have been fulfilled and nobody has come forward to object despite due publicity to such proposal amalgamation/merger scheme, hence this petition is allowed and sanction for amalgamation/merger is granted.