FAUJI CEMENT COMPANY vs SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN Ss

Fields are extracted from the reported citation and judgment text. Where a detail is not stated in the record, it is not shown.

FAUJI CEMENT COMPANY VS SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN Ss. 279, 280, 281 & 282---Compromise with creditors and members---Reconstruction or amalgamation of companies---Scope---Petitioners sought sanction of the High Court to a Scheme of Arrangement and for their merger---Validity---All indispensable statutory benchmarks, requirements and formalities had been accomplished and adhered to by the petitioners as envisioned under the relevant provisions of law, including the holding/convening of the requisite meetings as contemplated under the relevant provisions and rules and the resolutions passed by the members had already been highlighted---Proposed scheme was not found to be violative of any provision of law and/or contrary to public policy but as a whole looked like evenhanded and serviceable from the point of view of a prudent man of business taking a commercial decision beneficial to the class represented by him for whom the scheme was meant---Once the requirements of a scheme for getting sanction of the Court was found to have been met, the Court would have no further jurisdiction to sit in appeal over the commercial wisdom of the majority of the class of persons who with their open eyes had given their approval of the scheme---No objection to the scheme of arrangement and no mistake, conspicuous, detectable shortcoming or flaw had further been pointed out in the matter---Petition was allowed and the scheme was sanctioned. S. 137---Proxies---Meaning---Scope---Person representative of the shareholder who may be described as his agent to carry out a course which the shareholder himself has decided upon. Ss. 133, 134 & 137---Calling of extra-ordinary general meeting---Provisions as to meetings and votes---Proxies---Scope---Subsection (2) of S. 133 of the Act specifically states that the Board may at any time call extra-ordinary general meeting---Subsection (4) of S. 133 deals with the requirement of statement of objects of requisition of any such meeting along with requirement of signatures of requisitionists on any such requisition---According to subsection (4) of S. 134, members of a company may participate in the meeting personally, through video link or by proxy---Subsection (9) of S. 134 envisages that on a poll, votes may be given either personally or through video link or by proxy---Proxies are defined in subsection (1) of S. 137 according to which a member of a company entitled to attend and vote at a meeting of the company may appoint another person as his proxy to exercise all or any of his rights to attend, speak and vote at a meeting.

FAUJI CEMENT COMPANY vs SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN Ss — 2022 CLD 604 LAHORE-HIGH-COURT-LAHORE

Case information

Judgment text as reported

Other judgments reported in 2022 CLD