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Civil Original No.20 of 1982, decided on 19th January. 1983.

---Ss.153 & 153-A--Merger/amalgamation of companies--Majority of shareholders and creditors of both companies agreeing to merge/ amalgamate companies--No objection raised from any quarter either before Chairman appointed for the purpose or the High Court--Proposed merger/ amalgamation sanctioned in circumstances.

Dr. Pervaiz Hassan for Crescent Jute Mills.

Rana Muhammad Sarwar for P.I.D.C.

Date of hearing: 19th January, 1983.

Crescent Jute Products Limited petitioner No.1 owned a subsidiary Company known as Ujala Cotton dills Limited. The Board of Directors of both the companies approved a scheme whereby two companies were to be merged/amalgamated/reorganized with effect from 30-6-1981 into one company, namely, Crescent Jute Products Limited. As a result of this, Ujala Cotton Mills Limited was to cease to exist with transfer of all its rights, liabilities and assets to the Crescent Jute Products Ltd. The two companies filed the above titled petition No.29/1982 under section 153/153-A of the Companies Act of 1913 for the reorganization/merger/amalgamation on 7-7-1982. Public notices were directed to be issued in the Daily Jang and Dawn Karachi. Mr. Hamid Yousaf, Advocate was directed to convene meetings of all the shareholders and others who may be found interested with regard to the two companies. He has done so and filed a final report dated 4-12-1982. Therein he has stated that the meeting of the shareholders of more than 3/4th of value in the share of Crescent Jute Products Ltd. was held firstly on 23-9-1982 and then on 21-11-1982 when the unanimously agreed and passed a resolution approving the merger, etc. as prayed for. The meetings of the creditors of the said company was held on 23-9-1982 and they too agreed with the proposed merger, etc. Similarly, he held the meetings of the shareholder, and creditors of Ujala Cotton Mills Limited on 4-9-1982. persons representing more than 90 per cent of the shareholders of the company unanimously passed a resolution for the merger, etc. and a similar resolution was passed by the creditors of the company.

2. When the case came up for hearing on 12-1-1983 it was directed that further notice be issued to the directors, shareholders and the creditor: of the two companies through the Pakistan Times Lahore, Mushir Rawalpindi, Dawn Karachi, Nawa-i-Waqt, Lahore and Jang Karachi so that if anybody had objection regarding the approval of the scheme as agreed to by the share holders and creditors of the two companies before the Chairman, he may say so. Thereafter, case came up for hearing on 12-1-1983. Mr. Muhammad Ashiq Khan appeared on behalf of the PICIC creditors of Crescent Jute Mills Limited, and stated that PICIC had no objection to the approval sought for in the petition. Rana Muhammad Sarwar, Advocate, appeared for PIDC, a shareholder in the Crescent Jute Mills Limited, and asked for adjournment to seek instructions. He has appeared today an-d stated that the PIDC has no objection.

3. In view of the above as the majority of shareholders and) creditors of the two companies agree to merge /amalgamate Ujala Cotton Mills Limited in Crescent Jute Products Limited with effect from 30-6-1981 and there was no objection from any quarter either before the Chairman appointed for the purpose, or, before this Court, the proposed merger/amalgamation is hereby sanctioned. Ujala Cotton Limited shall stand dissolved without being wound up under clause d (l) of section 153-A of the Companies Act, 1913 and its assets, and property shall stand transferred in favour of Crescent Jute Products Limited.

4. A certified copy of the order and other requisite documents shall be filed by the petitioners with the Registrar of Joint Stock company and requisite documents issued accordingly.

5. Learned counsel for the petitioners has offered to pay a sum of Rs.15 pop as professional fee to Mr. Hamid Yousaf, Advocate who ford president over the aforesaid meetings as a Chairman and Rs.1,000 for expenses incurred n the process. Out of the said amount Rs. 450 have been deducted for income-tax purposes. He has handed over a cheque of Rs.15,550 to the Chairman. It is acceptable to him for doing the needful. Therefore, the matter of remuneration of the learned Chairman ordered to be determined on 7-7-1982, stands concluded.

6. The petition is disposed of in the aforesaid terms with no to costs.

M.A.K./3269/L Merger ordered.

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