This petition under Sections 284 to 288 of the Companies Ordinance, 1984 (hereinafter referred to as the "Ordinance") has been filed seeking sanction of Scheme of Amalgamation attached with the petition as "Annexare-B" (hereinafter referred to as the "Scheme") between the petitioners. The object and the other relevant details are described in the Scheme.
2.Notice was issued to the Security and Exchange Commission of Pakistan. Notices through publications in the Daily (Jang', Rawalpindi and Daily 'Dawn' Islamabad were also published pursuant to this Court's order dated 26.10.2016. The petitioner companies held their respective Extra Ordinary General Meetings. The learned counsels for the SECP have not raised any objection to the extent of merger. Despite notice neither any creditor nor any other claimant has come forward raising any objection. The NOCs of the creditors to the sanction of the Scheme are also attached with the petition. The list of creditors has been confirmed by the representatives appearing on behalf of the SECP.
3.This Court is satisfied that the Scheme is not prejudicial to the members and creditors of the Companies and, therefore, is hereby sanctioned and the same shall take effect pursuant to the terms thereof. The petition is, therefore, allowed.
4. During the course of proceedings the issue of stamp duty under the Stamp Act, 1899 has not been raised by any of the parties. However, in case the concerned authorities discover that any immoveable property is being transferred under the Scheme then they shall be at liberty to proceed m accordance with law relating to imposition of stamp duty. The petitioners are directed submit certified copy of this order before the SECP within 30 days as required under Section 284(3) of the Ordinance of 1984, The Scheme is duly sanctioned and shall be effective in accordance with terms thereof.