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‑‑ S. 48 ‑Companies Ordinance (XLVII of 1984), Ss. 287 & 503(1)(b)‑Inconsistency between provisions of Ordinance LVII of 1962 and Ordinance XLVII of 1984‑Effect‑Provisions of Ordi nance LVII of 1962, held, would override over provisions of any other law including Companies Ordinance, 1984‑Provisions of S. 48 of Ordinance LVII of 1962 even though inconsistent with provisions of S. 287 of Companies Ordinance, 1984, with regard to merger of banks, held, would prevail‑Merger of banks would be required to be effected in accordance with provisions of S. 48, Banking Com panies Ordinance, 1962.

Muzaffar‑ul-Haque for Appellant.

Liaquat Merchant for Respondent No 1.

NAIMUDDIN, C. J.‑This appeal under section 3 of the Law Reforms Ordinance, 1972, read with section 15 of Ordinance X of 1980, is from an order dated 16‑2‑1984, passed by a learned Single Judge of this Court on an application moved for substituting the name of Union Bank of Middle East Limited in place of Dubai Bank Limited, in Suit No. 642 of 1985 initially filed by Dubai Bank Limited in the following circumstances .

2. Dubai Bank Limited filed the aforementioned suit against the appellant amongst other defendants. The Advocate for defendants Nos. 5(b), 12(c) and 18 submitted before the learned Single Judge that under section 287 of the Companies Ordinance, 1984, an application was to be moved to the High Court for sanction of compromise for arrangement proposed between the company which according to the learned counsel included amalgamation of two or more companies and that under the scheme the whole or any part of the undertaking, property or liabilities of any company concerned in the scheme is to be transferred to another company.

3. In reply it was submitted before the learned Single Judge by the learned counsel for the respondent that section 287 was applicable to the companies incorporated under the Companies Act, 1913, or the Companies Ordinance. 1984. and registered in Pakistan whereas Dubai Bank Limited as well as substituted Union Bank of the Middle East Limited are com panies incorporated in the United Arab Emirates and are the companies which are governed by the Banking Companies Ordinance, 1962, and the merger had taken place in accordance with the provisions of section 48 thereof after the sanction of the Controlling Authority namely, the State Bank of Pakistan.

4. Accepting the contention of the learned counsel for the respon dent the learned Single Judge on the original side rejected the contention of the learned counsel for the appellant and granted the application.

5. Aggrieved by the aforesaid order as already stated the appellant has filed the present appeal.

6. We have heard the learned counsel for the appellant and by a short order dated 27‑2‑1986, dismissed the appeal and the following are the reasons for dismissal of the appeal.

7. Before us also the learned counsel submitted the same argument as was submitted by him before the learned Single Judge.

8. In order to appreciate the submission we may quote here section 287 of the Companies Ordinance, 1984, which reads as follows :‑‑

"287. Provisions for Facilitating Reconstruction and amalgamation of Companies.‑(1) Where an application is made to the Court under section 284 for the sanctioning of a compromise or arrangement proposed between a company and any such person as are mentioned in that section, and it is shown to the Court that the compromise or arrangement has been proposed for the purposes of or in connec tion with a scheme for the reconstruction of any company or com panies or the amalgamation of any two or more companies or the division of any company into two or more companies, and that under the scheme the whole or any part of the undertaking, property or liabilities of any company concerned in the scheme (in this section referred to as a "transferor company") is to be transferred to another company (in the section referred to as "the transferee company"), the Court may, either by the order sanctioning the compromise or arrangement or by any subsequent order, make provision for all or any of the following matters, namely :‑

(a) the transfer to the transferee company of the whole or any part of the undertaking and of the property or liabilities of any transferor company ;

(b) the allotment or appropriation by the transferee company of any shares, debentures, policies, or other like interests in that company which under the compromise or arrangement are to be allotted or appropriated by that company to or for any person ;

(c) the continuation by, or against the transferee company of any legal proceedings pending by or against any transferor company;

(d) the dissolution, without winding‑up, of any transferor com pany;

(e) the provision to be made for any person who, within such time and in such manner as the Court directs, dissent from the compromise or arrangement; and

(f) such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation is fully and effectively carried out.

(2) Whereas order under this section provides for the transfer of property or liabilities, that property shall, by virtue of the order, be transferred to and vest in, and those liabilities shall, by virtue of the order, be transferred to and become the liabilities of, the transferee company, and, in the case of any property, if the order so directs, freed from any charge which is, by virtue of the compromise or arrangement, to cease to have effect.

(3) ..

(4) ..

(5) In this section the expression transferee company' does not include any company other than a company within the meaning of this Ordinance, and the expression "transferor company" includes any body corporate, whether a company within the meaning of this Ordinance or not."

9. We may also quote the provisions of section 48 of the Banking Companies Ordinance, 1962, which read as follows: ,

"48. Procedure for amalgamation of banking companies.‑(I) Not withstanding anything contained in any law for the time being in force, no banking company shall be amalgamated with another banking company, unless a scheme containing the terms of such amalgamation has been placed in draft before the shareholders of each of the banking companies concerned, separately, and approved by a resolution passed by a majority in number representing two thirds in value of the shareholders of each of the said companies, present either in person or by proxy at a meeting called for the purpose.

(2)

(3)

(4)

(5) Where a scheme of amalgamation is sanctioned by the State Bank under the provisions of this section, the State Bank shall transmit a copy of the order sanctioning the scheme to the registrar before whom the banking companies concerned have been registered and the registrar shall, on receipt of any such order, strike off the name of the company (hereinafter in this section referred to as the amalgamated banking company) which by reason of the amalgama tion will cease to function.

(6) On the sanctioning of a scheme of amalgamation by the State Bank, the property of the amalgamated banking company shall by Virtue of the order of sanction, be transferred to and vest in, and the liabilities of the said company shall, by virtue of the said order be transferred to and become the liabilities of the banking company which under the scheme of amalgamation is to acquire the business of the amalgamated banking company, subject in all cases to the terms of the order sanctioning the scheme."

10. In section 48 the phrase "banking company" used has been defined in section 5(ii)(c) of the Banking Companies Ordinance, 1962, as follows‑

"(c) 'Banking company' means any company which transacts the business of banking in Pakistan;"

It. A perusal of section 48 of the Banking Companies Ordinance, 1962, shows that the provisions thereof override the provisions of any other law which, in our opinion, would include Companies Ordi nance, 1984, being special provisions concerning the Banking Companies. If there could be any doubt the same is removed by the provisions of section 503(1), clause (b) of the Companies Ordinance, 1984. which makes the provisions thereof applicable to the Banking Companies, only, if the same are not inconsistent with the provisions of the Banking Companies Ordinance, 1962. Accordingly the provisions of section 48, being inconsis tent with the provisions of section 287, of the Companies Ordinance, 1984, A so far as Banking are concerned, would prevail. Therefore, the merge of Dubai Bank Limited into the Union Bank of Middle East Limited was to be done only in accordance with the provisions of section 48 of the Banking Companies Ordinance, 1962, and it is not disputed that the merger did take place in accordance therewith. Thus the Union Bank of Middle East Limited acquired all the rights of Dubai Bank Limited.

12. We are, therefore, of the opinion that the application wa rightly allowed by the learned Single Judge and the order is unexceptionable.

13. These are the reasons for the' short order that we passed earlier today.

A. A. Appeal dismissed.

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