' Ms. RUKHSANA AHMAD, J.---Through this petition under sections 284 and 287 of the Companies Ordinance, 1984, the petitioner No,1 is a public listed company and the Petitioner No,2 is a public unlisted company incorporated under the Companies Ordinance 1984 and they have sought permission of this Court for a Scheme of Arrangement dated 23-7-2009 between them as required under sections 284(2) r/w section 287 of the Companies Ordinance, 1984 more particularly described in the Scheme as set forth in Annexure 'A' to the petition with the following prayers:---
(a) an order under section 284(2) of the Companies Ordinance sanctioning the Scheme as set forth in "Annexure A" hereto so as to make the Scheme binding on the petitioner No,1 and its members and creditors and on the petitioner No, 2 and its members and creditors, respectively;
(b) the following orders under section 287 of the Companies Ordinance so as to take effect at the same time as the order sanctioning the Scheme takes effect in accordance with section 284(3) of the Companies Ordinance, namely:-
(i) an order under section 287(1)(a) of the Companies Ordinance transferring to and vesting in the petitioner No, 2 the Steel Project Undertaking of the petitioner No,1 as more particularly described in paragraph 1 of the Scheme as set forth in "Annexure A" hereto, all as subsisting immediately preceding the Completion date as defined in the Scheme;
(ii) an order under section 287(1)(b) of the Companies Ordinance directing the Petitioner No, 2 to allot fully paid up ordinary shares of Rs,10 each at par, the aggregate nominal value of the shares to be so issued being equal to the net asset value of the Steel Project Undertaking (on book value basis) as at the Completion Date as audited and certified by KPMG Taseer Hadi and Co., Chartered Accountants;
(iii) an order under section 287(1)(c) of the Companies Ordinance directing that all suits, appeals, arbitrations, governmental investigations and other legal proceedings instituted by or against the petitioner No,1 in respect of the Steel Project Undertaking pending immediately before the completion Date (except as excluded by clause (D) of paragraph 1 of the Scheme) shall be treated as suits, appeals and legal proceedings by or against the petitioner No, 2 and may be continued, prosecuted and enforced by or against the petitioner No, 2 accordingly;
(c) such further or other order or orders as may seem just and proper to this Hon'ble Court."
2. As required under the law, notice of the petition for sanction of scheme of Arrangement of the two petitioner companies was affixed on the Court Notice Board. Notice was also issued to the Registrar Joint Stock Companies. Publication in several daily newspapers, namely daily 'Dawn', 'Business Recorder' published in English from Karachi, 'Jang' published in Urdu from Karachi, The Nation' published in English from Lahore, the 'Nawai-Waqt' published in Urdu from Lahore, The News' published in English from Islamabad and 'Jang' published in Urdu from Islamabad inviting objections, if any, from general public or any other person having interest was also made. Notice of the filing of the' petition and of the prayer of the petition has also been published in the official Gazette of Pakistan dated 3-2-2010 and in the Sindh Government Gazette on 28-1-2010. Objections or opposition has not been received from any quarter. On 29-3-2010, the Additional Registrar of Companies has filed parawise comments to the petition wherein he has asked the petitioners to explain the details of capital and arrangement and also prayed that petitioner No,1 may be directed to resolve the matters highlighted in the comments.
3. Today, Mr. Syed Imran Shamsi Law Officer SECP who is present in Court has filed his statement in Court which is taken on record wherein it is stated on behalf of the SECP that the petitioners have resolved issues highlighted in the preliminary submissions filed by the SECP in the above matter and therefore SECP has no objection if this reconstruction/petition is allowed.
4. In view of the above, it appears that all the formalities have been completed and no objection whatsoever has been received from any quarters. Practically, the issues highlighted in the preliminary submissions filed by the SECP have been resolved by the petitioners therefore, there is no impediment for allowing this petition.
5. In the circumstances, the Scheme of Arrangement is approved and the petition is allowed as prayed.