1. ' Through instant petition under section 284 read with section 287 of the Companies Ordinance, 1984, seeking sanction of this Court, as required under the law for merger/amalgamation of petitioner No,1 i,e, Messrs R.R.P. Limited with petitioner No,2 i,e, Messrs Nimir Resins Ltd., into a single combined company in accordance with the scheme of arrangement, proposed and filed as Annexure 'A' to the petition.
2. ' Notice of the petition for the proposed amalgamations of petitioners as required under Rule 953 of S.C.C. Rules (O.S.) was affixed on the Court notice board, notice was also issued as per requirement of section 288 of the Companies Ordinance, 1984 to the Registrar, Joint Stock Companies Publication was also effected on 25-1-2000, in English Daily from Karachi and Naw-e-Waqt an Urdu daily from Karachi and Lahore on 8-8-2000 and so also in the official Gazette of Pakistan dated 9- 8-2000.
3. ' On C.M.A. No, 1567 of 2000, separate meeting of the members of both the petitioners was ordered to be held to consider, and if thought fit, approve, adopt and agree to the proposed scheme of merger/amalgamation Annexure 'A' to the petition. Such meetings were held by each of the petitioners on 30-12-2000, whereby members of petitioner No,1, representing 77.51% in value of share held by members present in person or by proxy, approved the scheme and likewise members of petitioner No,2 representing 82.45% in value of share held by members in person or by proxy approved the scheme. Report of such meeting were filed in Court on 19-2-2001. Comments of the Registrar of Joint Stock Companies are also on record.
4. ' There is no opposition to the grant of petition.
5. I have perused the proposed scheme of amalgamation. Members of both the Companies have by majority approved the resolution of the amalgamation/ merger. Neither the employees nor any of the creditors have come forward to oppose the scheme. Both the companies have disclosed their latest financial position. Apparently, nothing in the proposed scheme runs contrary to the Companies Ordinance, 1984. In this view of the matter merger/amalgamation would be in the interest of shareholders of both the 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 amalgamation Merger Scheme (Annexure `A' to the petition) is sanctioned; consequently Messrs R.R.P. Ltd., petitioner No,1 will stand merged/ amalgamated with Messrs Nimir Resins Limited, petitioner No,2 as on the date of which the copy of the order of Court sanctioning the scheme is filed with the Registrar of Companies both, at Karachi and Lahore in terms of clause 18 of the Scheme.
6. Consequently, as required under section 287 of the Companies Ordinance, 1984 following orders are passed so 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:--
(i) Transferring to and vesting in the Messrs Nimir Resins Ltd. (petitioner No,2) the whole of the undertaking of Messrs R.R.L. (petitioner No,1) together with all its properties, assets, rights, liabilities, and obligation of every description including those specifically, described in paragraph 2 of the scheme of arrangement dated 10-11-1999, Annexure 'A' to the petition.
(ii) Continuation by the petitioner No,2 of all legal proceedings instituted by or against the petitioner No,1 that may be pending as on the date of sanction of scheme of amalgamation.
(iii) Petitioner No,2 is directed to issue/allot 1(one) ordinary share of petitioner No,2 of the nominal value of Rs,10 each credited as fully paid-up in petitioner No,2 for each 1(one) ordinary share of the nominal value of Rs,10 each credited as fully paid-up in the petitioner No, 1 to the registered shareholders of those shares in the petitioner No,
1. The determination of the registered shareholders of share in petitioner No,1 and the respective entitlement of such ordinary share of petitioner No,2 the treatment of fractional entitlement and allotment of such share and delivery of share certificate by the petitioner No,2 shall be in accordance with paragraph 4 of the scheme (Annexure 'A' to the petition), and that for this purpose the register of members of the petitioner No,1 shall be closed for a period of seven days prior to and inclusive of the date fixed by the directors of petitioner No,2 by reference to which the Registered shareholder of the ordinary share of the petitioner No,1 are to be determined for entitlement to ordinary share of the petitioner No,2 and that the notice of such closure to be published not less than 7 (seven) days prior to such closure in at least one issue each daily newspaper in English and Urdu language respectively having circulation the Province of Sindh and Punjab both.
(iv) The petitioner No,1 shall stand dissolved, without winding up, on the date on which the ordinary shares of the petitioner No,2 are allotted to the holders of the ordinary shares of petitioner No,1 in accordance with the scheme of amalgamation as set forth in Annexure 'A' to the petition.
7. ' The petition in terms stated above stand allowed.