ABB POWER AND AUTOMATION (PRIVATE) LIMITED vs JOINT REGISTRAR OF COMPANIES Ss

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ABB POWER AND AUTOMATION (PRIVATE) LIMITED VS JOINT REGISTRAR OF COMPANIES Ss. 279, 280, 281 & 282---Compromise with creditors and members---Reconstruction or amalgamation of companies---Scope---Petitioners (Companies) sought sanction of the High Court to a Scheme of Arrangement and for their merger---Held, that shareholders had unanimously consented and approved proposed Scheme of Arrangement for merger of petitioners in their meetings held at their respective offices---All secured creditors had given their NOCs (No Objection Certificates) to the mentioned Scheme---Petitioners were wholly owned subsidiary of a company and all the shareholders and Board of Directors of the petitioners had unanimously approved the Scheme of merger therefore, there was no reason to interfere with their business decision---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 remained against 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.

ABB POWER AND AUTOMATION (PRIVATE) LIMITED vs JOINT REGISTRAR OF COMPANIES Ss — 2022 CLD 925 LAHORE-HIGH-COURT-LAHORE

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