' SYED HASAN AZHAR RIZVI, J.---Through this petition under section 284 read with sections 285 to 288 of the Companies Ordinance, 1984, the petitioners which are private companies with limited liability incorporated under the Companies Ordinance 1984 have sought permission of this Court for a Scheme of Arrangement between them as required under section 284(2) read with sections 285 to 288 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, 1984 sanctioning the Scheme of Arrangement as set forth in Annexure A hereto so as to make the Scheme of Arrangement binding on the petitioner No,1 and its Members and on the petitioner No,2 and its Members;
(b) the following orders so as to take effect at the same time as the order sanctioning the Scheme of Arrangement takes effect in accordance with the section 284(2) of the Companies Ordinance 1984, namely:
(i) an order under section 287(1)(a) of the Companies Ordinance, 1984 transferring to and vesting in the petitioner No,2 the whole undertaking of the petitioner No,1 together will all properties, assets, rights, liabilities and obligations of every description including those described in the Scheme of arrangement.
(ii) an order under section 287(1)(b) of the Companies Ordinance, 1984 directing the petitioner No,2 to allot 144.52 ordinary shares of the nominal value of PKR 10 credited as fully paid up in the petitioner No,2 for every one 1 ordinary share certificate of nominal value of PKR 100 each credited as fully paid up in the petitioner No,1 to the registered holder of those share certificates in the petitioner No,1, and directing that the determination of the registered holders of the share certificates in the petitioner No,1 and their respective entitlement to such ordinary share of the petitioner No,2 and that for this purpose the Register of Members of the petitioner No,1 shall be closed for a period of ten days prior to and inclusive of the date fixed by the directors of the petitioner No,2 by reference to which the registered holders of the share certificates of the petitioner No,1 are to be determined for entitlement of the ordinary shares of the petitioner No,2 and that notice of such closure shall be given to the Members of the petitioner No,1 in manner provided in the Articles of Association of the petitioners;
(iii) an order under section 287(1)(c) of the Companies Ordinance, 1984 directing that 11 legal proceedings, if any, instituted by or against the petitioner No,1 which may be pending shall be continued by or against the petitioner No, 2;
(iv) an order under section 287(1)(d) of the Companies Ordinance, 1984 declaring the dissolution, without winding up, of petitioner No,1 so as to take effect from the date on which the ordinary shares of the petitioner No,2 are allotted to the holders of the share certificates of the petitioner No,1 in accordance with the Scheme of Arrangement:
(c) such further or other order or orders as may seem just and proper to this Hon'ble Court."
2. The object of this petition is to obtain the sanction of this Court to a Scheme of Arrangement for amalgamation between petitioner No,1 (Stiefel Laboratories Pakistan (Private) Limited) and its members and petitioner No,2 (Glaxo SmithKline Pakistan Limited) and its members facilitating the amalgamation of petitioner No,1 with and into petitioner No,2 in accordance with the Scheme of Arrangement, including inter alia orders providing for the transfer to and vesting, in petitioner No,2 of the whole undertakings of petitioner No,1 together with, all properties, assets, rights, liabilities and obligations of every description of petitioner No,1, the allotment of fully paid up ordinary shares of petitioner No,2 to the registered share holders of petitioner No,1 in lieu of those shares held by them.
3. Pursuant to order dated 26-10-2010 passed on CMA No,1013 of 2010 notice of this petition to consider Scheme of arrangement proposed between the petitioners as required under Rule 953 of S.C.C. Rules (0.S.) was affixed on the Court notice Board. Notice was also issued vide Court's order dated 16-11-2010 to the Registrar, Joint Stock Companies. Publication was also effected in daily 'Jang' dated 30-12-2010 and daily 'Dawn' dated 24-11-2010 and so also in the official Gazette of Pakistan dated 8-12-2010.
4. Separate meetings of the members of petitioners were also ordered on 26-10-2010 to be held to consider the proposed arrangement Annexure "A" to the petition. Meeting of the share-holders of each of the petitioners were held on 10-12-2010 and 30-11-2010, the requisite quorum as directed by this Court being present, the Scheme of Arrangement, of, which a copy had been circulated along with the statement of information under section 286 of the Companies Ordinance, 1984 was considered and the following resolution was passed by the majority required under section 284(2) of the Companies Ordinance, 1984:-- "Resolved that subject to the sanction of the High Court of Sindh at Karachi, Stiefel Laboratories Pakistan Limited be and is hereby merged and amalgamated with and into Glaxo SmithKline Pakistan Limited in accordance with the Scheme of Arrangement for Amalgamation to be sanctioned by the High Court of Sindh at Karachi."
' The Members of petitioners voting in favour of the resolution thus represented 100 percent in value of the shares held by the Members present in persons or by proxy and voted at the meeting. The Chairman/Chief Executive of the meetings had filed their reports of such meeting in Court.
5. Notices of the extraordinary general meetings of both the petitioners were published in daily Jang' and daily `Dawn' dated 9- 1 1-2010.
6. Comments by the Additional Registrar of the Companies, Securities and Exchange Commission of Pakistan, were filed on 14-1-2011, stating their no objection in respect of proposed Scheme of Arrangement and amalgamation of petitioners companies.
7. I have perused the proposed Scheme of Arrangement for amalgamation. Members of the petitioners Companies have unanimously approved the resolution of the amalgamation of the petitioner No,1, into petitioner No,2. Neither the employees of petitioners Companies nor of the creditors have come forward to oppose the scheme. Today, Saghir Ahmed Hashmi, Registrar of Companies along with Syed Imran Shamsi, Law Officer of SECP are present in Court and have recorded their no objection for amalgamation of the petitioners companies.
There is no material on record to suggest that the merger would be against public interest or in violation of any law. The petition is, therefore, allowed as prayed and amalgamation/Scheme of Arrangement (Annexure "A" to the petition) is sanctioned. Consequently, petitioner No,1 (Stiefel Laboratories Pakistan (Private) Limited) stand merged/ amalgamated with and petitioner No,2 (Glaxo Smithkline Pakistan Limited) as on the date on which the copy of the order of the Court sanctioning the scheme is filed with the Registrar of Companies at Karachi in terms of Article of the !B Scheme.
The petition stands disposed of in the foregoing terms.