1. JAVED IQBAL, J.--- Heard Syed Sharifuddin Pirzada, learned Sr. ASC on behalf of petitioners, Khawaja Ahmad Tariq Rahim, learned ASC for respondent No. 1 and Mr. Ashtar Ausaf Ali, learned ASC for respondent No. 2, scanned the entire record with their eminent assistance and perused the judgment impugned with care and caution. We are inclined to grant leave, inter alia, on the following points:-
(i) What is the import and significance of the provisions as enumerated in Section 282-L of the Companies Ordinance, 1984 and what effect it would have on the scheme of arrangement /merger of a non-Banking Finance Company?
(ii) Whether such a scheme of arrangement/merger could have been sanctioned by the learned High Court pursuant to the provisions as contained in Section 282-L of the Companies Ordinance, 1984 read with Part VIII-A and Part IX of the Ordinance No. CXXII of 2002, or by the Security and Exchange Commission of Pakistan in view of the provisions as enumerated in the Ordinance No (CXIII of 2002)?
2. (i.e) Whether the provisions as contemplated in Section , 282-L of the Companies' Ordinance, 1984 have been misconstrued and misinterpreted?
(iv) Whether the question of limitation has been dilated upon and decided correctly by the learned High Court and time for the purposes of limitation shall be commenced i.e.f. 4.3.2003 (date of merger order) or 12.6.2003 (when the merger order attained finality)?
(v) Whether the "market value of the, shares" is the only criterion to determine "the scrap ratio" and other relevant factors such as "net asset value" and "profit earning capacity value" and be ignored?
(vi) Whether the requisite statutory majority of shareholders of the amalgamating companies have unfettered and unbridled powers and the grievance of an aggrieved party cannot be redressed where the scheme of arrangement/merger is not fair and transparent.
(vii) Whether the provisions as envisaged in Rules 60 and 61 of the Companies (Court) Rules have been adhered to strictly?
(viii) Whether the principle of "Caveat Emptor" can be pressed into service?
(ix) Whether the conclusion of learned High Court qua increase in paid up capital to the required minimum of Rs. 200 million was based on conjectural presumptions?
(x) Whether the scheme of amalgamation duly approved by the statutory majority and sanctioned by the Court has attained finality and being a statutory instrument is immune from challenge in any manner whatsoever?
(xi) Whether the order dated 4.3.2003 can be termed as "consent order" having not been secured by the two companies?
3. This petition is converted into appeal which may be fixed at some early date. .