1. FAISAL ARAB, J.---Through this petition filed under sections 284 and 287 of the Companies Ordinance, 1984, the petitioners seek sanctioning of a scheme of Arrangement arrived at between them whereby petitioners Nos.1 to 3, which are non-listed companies, are to merge into petitioner No,4, which is a public limited company duly listed on the Stock Exchange.
2. ' Under the Scheme of Arrangement, the entire undertakings of petitioners Nos.1 to 3 inclusive of their assets, liabilities and obligations of every description are to be transferred to and vested in petitioner No,4. In consideration of such transfer, petitioner No,4 is required to issue 60 ordinary shares of Rs,10 each to petitioner No, l's shareholders for the every 100 ordinary shares of Rs, 10 held by them. Likewise, petitioner No,4 is required to issue 55 ordinary shares of Rs,10 each to petitioner No,2's share-holders for every 100 ordinary shares of Rs,10 held by them and 100 ordinary shares of Rs,10 held by them. Likewise, petitioner No,4 is required to issue 55 ordinary shares of Rs,10 each to petitioner No,2's shareholders for every 100 ordinary shares of Rs,10 held by them and 100 ordinary shares of Rs,10 each to petitioner Nos.3's shareholders for every 100 ordinary shares of Rs,10 held by them. The existing share certificates held by petitioners Nos. 1 to 3 shareholders shall stand cancelled in terms of section 287(1)(f) of the Companies Ordinance, 1984. All legal proceedings initiated by or against petitioners Nos.1 to 3, which may be pending shall continue by or against petitioner No,4. The petitioners Nos.1 to 3 shall stand dissolved without being wound up in terms of section 287(1)(d) of the Companies Ordinance and shall be treated amalgamated and transferred to and vested in the petitioner No,4 Company w,e,f, 1-7-2007. The ordinary functions that may have been carried out by petitioners Nos.1 to 3 since 1-7-2007 shall be deemed to have been carried out by them on account of and for the benefit of petitioner No,4.
3. ' Meeting of the creditors of the petitioners was called through publication in Urdu and English newspapers having circulation throughout the country for hearing their point of view on the Scheme of Arrangement. This meeting was chaired by the Official Assignee of this Court. Meeting of all the members of the petitioners was also called which was chaired by the Directors nominated by the respective petitioners.
4. The Official Assignee submitted report of the meeting held on 12-7-2007. Neither any member nor creditor of the petitioners raised any objection to the sanctioning of the Scheme of Arrangement i,e, transfer of all assets, liabilities and obligations of petitioners 1 to 3 companies to petitioner No,4.
5. None of the members or the creditors have pointed out any prejudice that may be caused to them upon sanction of the Scheme of Arrangement by this Court and adjustment of shares of the shareholders of petitioners Nos.1 to 3 to the extent mentioned in the scheme. Furthermore, the Security and Exchange Commission of Pakistan in its reply has also shown no reservation as to the sanctioning of the Scheme of Arrangement.
6. ' In the circumstances, the scheme of Arrangement, as stated is this order is hereby sanctioned, which shall be treated to have come into effect from 1-7-2007. This petition stands disposed of in the above terms.
7. ' Through this application the petitioner seeks review of the order dated 24-9-2007 whereby while sanctioning the scheme of arrangement arrived between the petitioners the effective date of such arrangement was given 1st July, 2007. Learned counsel for the petitioner states that in the scheme of arrangement the effective date was sought as 1st July, 2006. In this regard he has referred to scheme of arrangement filed as annexure-A to the petition, which shows that effective date was sought to be 1st of July, 2006. He further says that the effective date of the scheme of arrangement was not even opposed by SECP, in its comments filed in this case. He therefore, submitted that the order with regard to the effective date/be modified to 1st of July, 2006.
8. ' In the circumstances review application is allowed and the effective date for the scheme of arrangement in the order dated 24-9-2007 be read as 1st of July, 2006 instead of 1st July, 2007.