1. ' Mr. Muhammad Naeem, learned counsel for the petitioner states that as provided under the newly-promulgated Insurance Ordinance, 2000, a Foreign Insurance Company carrying on business in Pakistan through its registered branch office, may convert its branch office into a public limited company in accordance with provision of sections 284 to 287 of the Companies Ordinance, 1984.
2. ' According to him petitioner, intends to convert its Registered Branch Office into a Public Company in terms of section 5(3) of the Insurance Ordinance, have complied with all the formalities as required under the law. The Scheme of Arrangement has been approved by petitioner's Board of Directors through instant petition seeks sanction of Scheme of Arrangement by this Court.
3. ' I have heard the learned counsel and perused the record.
4. ' Petitioner, Insurance Company duly incorporated under the law of Australia, is transacting General Insurance business in Pakistan through a Branch Office, duly registered under the Companies Ordinance, 1984.
5. ' On 19th August, 2000, new Insurance Ordinance (No,XXXIX of 2000) (hereinafter referred to as Insurance Ordinance) was promulgated. Repealing Insurance Act, 1938 to regulate the business of the insurance industry to ensure the protection of the interests of insurance policy holders and to promote sound development of the insurance industry and for matter connected therewith and incidental thereto.
6. ' Now, pursuant to section 5 of the Insurance Ordinance after expiry of one year from the commencement date no person other than public company or a body corporate, incorporated under the laws of Pakistan (not being a Private Company) or Branch of a Foreign Body Corporate, registered to carry on Insurance business in Pakistan will be entitled to carry on such business in Pakistan. However, any insurer being body corporate, incorporated in a jurisdiction out of Pakistan and registered to carry on Insurance business in Pakistan through a branch or person, at the commencement date may within six months of such commencement, take steps to transfer the business of such insurer to a new public company pursuant to a Scheme of Arrangement under the provision of sections 284 to 287 of the Companies Ordinance, 1984 and the applicable provision of Insurance Ordinance whereupon by virtue of section 5(3) of the Insurance Ordinance all such provisions shall apply mutatis mutandis as if the Insurance business in Pakistan of such an insurer is being carried on by a public company duly incorporated under laws of Pakistan. Any insurer or person transacting business in contravention of section 5 thereof is exposed to penal consequences as set out in section 29 of the Insurance Ordinance.
7. ' Instant petition under section 284 read with sections 285 to 287 of the Companies Ordinance. 1984 seeking sanction of this Count as required under subsection (3) to section 5 of the Insurance Ordinance, 2000 to approve a Scheme of Arrangement detailed in Annexure 'B' to the petition, whereby, the registered branch of the petitioner-company be transformed and -incorporated as public company in compliance with the provisions of the Insurance Ordinance and in terms of scheme referred to above and further for consequential vesting orders to give effect to such scheme.
8. ' Notice of the petition for the proposed conversion of petitioner's branch office into a public company as required under Rule 781 of S.C.C. (O.S.) Rules was affixed on the Court Notice Board, notice was also issued as per requirement of sections 285 and 288 of the Companies Ordinance, 1984 read with Rules 777 to 780 of the S.C.C. (U.S.) Rules to the Registrar, Joint Stock Companies Publication was also effected on 30-4-2001 both, in daily Dawn (English) and daily Jang (Urdu).
9. ' On C.M.A. No,886 of 2001 under section 248(1) of the Companies Ordinance read with Rule 953 of S.C.C. Rules (O.S.) meeting of the members of the petitioner was ordered to be held under the Chairmanship of its Managing Director. CEO to consider and if thought fit, approve, adopt and agree to the proposed scheme of arrangement Annexure 'B' to the petition. Such meeting was held by the petitioner on 12th June, 2001 at the petitioner Head Office situated in Sydney, Australia representing 100% in value of share held by member present in person or by proxy approved the scheme. No opposition from any quarter has been received. Registrar, Joint Stock Companies, though served on 30-4-2001 as per bailiff endorsement, chose not to object or appear there is no impediment to the grant of petition whereby petitioner-Company seeks to fulfil the requirement of Insurance Ordinance.
10. I have perused the proposed Scheme of Arrangement, Members of the petitioner-Companies have by majority approved the Scheme of Arrangement. Neither the employees nor any of the creditors or insured has come forward to oppose the scheme. The Company has disclosed its latest financial position. Apparently. Nothing in the proposed scheme runs contrary to the Companies Ordinance, 1984 or the Insurance Ordinance, 2000. In this view of the matter Scheme of Arrangement would be in the interest of shareholders of the Companies and so also the insured.
11. There is no material on record to suggest that the conversion of the Registered Branch Office of the petitioner into a Public Company in compliance to section 5(3) of the Insurance Ordinance and in terms of provisions of sections 284 to 287 of the Companies Ordinance is against public interest or in violation of any law. The petition is therefore, allowed Scheme of Arrangement (Annexure 'B' to the petitioner) is sanctioned; consequently Messrs ACE Insurance Limited be incorporated as Public Limited Company in accordance with law, as on the date on which the copy of the order of Court sanctioning the Scheme is filed with the Registrar of Companies, at Karachi in terms of Article 5 of the Scheme. as to take effect at the same time as this order sanctioning the Scheme of Arrangement take effect in accordance with provisions of section 284(3) of the Companies Ordinance, 1984:-- (9 Transferring to and vesting in the Messrs ACE Insurance (Pakistan) Limited the whole of the undertaking, entire business/goodwill of Branch Office of ACE, Australia, registered and engaged in the business of Insurance in Pakistan, together with all its properties, assets, rights, liabilities and obligation of every description including those specifically described in Article 1.17 of the Scheme of Arrangement. Annexure 'B' to the petition.
(ii) Continuation by the ACE Insurance Limited (Pakistan) legal proceedings instituted by or against the petitioner through Registered Branch at Karachi that may be pending anywhere in Pakistan as on the date of sanction of Scheme of Arrangement.
(iii) ACE Insurance (Pakistan) Limited (proposed) is directed to issue such number of shares in favour of ACE, Australia or nominee thereof as would equal in worth the value of the undertaking on the date of sanction as certified by the auditors of the registered Branch in Pakistan (Proposed to be converted into Public Company through Scheme of Arrangement) ACE Insurance (Pakistan)
12. Limited shall issue 7 ordinary shares of the face value of Rupees 10, each at par aggregating Rs,70, in favour of it sponsors as listed in Annexure `G' to the Scheme of Arrangement.
(iv) The Registered Branch Office shall stand dissolved, without winding up, on the date on which the ordinary shares of the new Public Company are allotted to the sponsors of the Company in accordance with the Scheme of Arrangement as set forth in Annexure 'B' to the petition.
13. ' The petition in terms of the above, stands allowed.