' Mr.E.A. Nomani, Advocate for petitioner, Warner Lambert (Pakistan) Limited and also for co- petitioner, Parke Davis and Company Limited with Mr. J.F.C. Gallaher, Chairman of the Board of Directors of the petitioner-company as well as the co-petitioner company present in person.
2. I have heard Mr. E.A. Nomani, Advocate and perused the record. This is a petition filed by the petitioner and the co-petitioner companies under section 153 read with section 153-A of the Companies Act, 1913 praying for sanction of the scheme for amalgamation of the petitioner company i.e, Warner; Lambert (Pakistan) Limited with co-petitioner company i.e, Parke Davis and Company Limited and seeking certain consequential reliefs. According to the memo. of petition, the petitioner company was incorporated as a private limited company on 29-3-1958 and it has carried on business of manufacture, import, sale and dealing in drugs, medicines and chemical, pharmaceutical and biological products and preparations of all kinds, but in 1973, due to economic reasons, the petitioner company closed down manufacturing operations at its own factory, and with the permission of the Government, started manu facturing its products at the factory of the co-petitioner company and the petitioner company sold its own factory and land and shifted its plant and machinery to the premises of the co-petitioner company. It is further averred in the memo. of this petition that the business of the two companies is carried on in Karachi by a staff having common technical know-how experience and it is expedient in the interest of economy and efficiency that the undertaking of the petitioner company be combined with that of co-petitioner company. It is also stated in the memo. of petition that the objects of the two companies are identical, and the co-petitioner company,, with the permission of the Federal Government, has purchased the entire share capital of the petitioner company against cash payment to the previous shareholders of the petitioner company and the amalgamation of the two companies is proposed to be effected by transfer of the undertaking of the petitioner company to the co- petitioner company. The Scheme of Arrangement and Amalgamation has been filed as Annexure "G" to the petition.
3. Certain objections were raised by the Deputy Registrar, Joint Stock Companies, Karachi and these are, dated 16-2-1984. The Deputy Registrar, Joint Stock Companies, Karachi requested the Court to seek certain clarifications and ask the petitioners to file certain documents. To meet these objections, J.F.C. Gallahar, Chairman of the Board of Directors of the two companies, filed a detailed supplementary affidavit, dated 12-3-1984 supported by several documents. I have perused the objections, dated 16-2-1984 of the Deputy Registrar, Joint Stock Companies, Karachi and the supplementary affidavit, dated 12-3-1984 of J.F.C. Gallahar and the documents filed along with this supplementary affidavit. I find that all the objections raised by the Deputy Registrar Joint Stock Companies, Karachi have been met and all clarifications sought and copies of permissions and other documents required have been given/filed by the petitioneRs, In the circumstances the Deputy Registrar, Joint Stock Companies filed a statement, dated 10-5-1984 that in view of the clarifications provided and documents submitted with the supplementary affidavit (dated 12-3- 1984 of J.F.C. Gallahar), the Deputy Registrar had nothing to urge in the matter. This amounts to stating that he has no objection to the sanction of the scheme.
4. By order,. dated 26-8-1984, this Court granted permission for holding a meeting as contemplated by section 153(1) of the Companies Act, 1913. Pursuant to this order, after requisite notice to all members and the only creditor of the petitioner company, an extraordinary general meeting of the petitioner-company was held on 30-9-1984. A report, dated 4-10-1984 under Rule 955 of the Original Side Rules of this Court has been submitted by J.F.C. Gallahar. According to this report, which is supplemented by documents, in the said meeting, which was attended by members holding the entire issued share capital of the petitioner-company, the following resolution was passed unanimously:- "Resolved that the Scheme of Amalgamation be and is hereby approved and the Chairman be authorized to report the same to the Hon'ble High Court within seven days of this meeting. Further resolved that subject to the approval of the Hon'ble High Court of "Sind the transfer of assets and liabilities in terms of the Scheme of Arrangement and Amalgamation shall come into force. On the close of business on November 30, 1984".
' It is further mentioned in the report, dated 4-10-1984 under Rule 955, that the only creditor of the petitioner company, namely, American Express International Banking Corporation, have given their "no objection" to the proposed merger. Copy of the letter of this creditor has been annexed to the report.
5. In the facts and circumstances of this case, I am of the view that the petitioners have made out a case for grant of this petition. No objection has been received from any quarter for opposing this petition. Accordingly the following orders are passed:-
(i) "The Scheme of Arrangement and Amalgamation as adopted by the members of Warner Lambert (Pakistan) Limited in their meeting held on 30-9-1984 is hereby sanctioned.
(ii) It is ordered that the assets and liabilities of Warner Lambert (Pakistan) Limited shall stand transferred to Parke Davis and Company Limited in terms of the aforesaid scheme on the close of business on 30th November, 1984.
(iii) Permission is hereby granted to Warner Lambert (Pakistan) Limited to apply to this Court for its dissolution without winding up after the aforesaid Scheme has been carried out.