2023 CLD 1111 KARACHI-HIGH-COURT-SINDH

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VS Ss. 279, 280, 281, 282, 283 & 285---Sindh Chief Court Rules (O.S), R. 781---Companies (Court) Rules, 1997, R. 19---Competition (Merger Control) Regulation, 2016, Regln. 5---Scheme of Merger---Approval---Duty of Court---Pre-merger clearance, requirement of---Principle---Sanction of Scheme of Arrangement meant for amalgamation of petitioner companies was sought---Securities and Exchange Commission of Pakistan pressed pre-merger clearance---Validity---Company in which other company was to be merged was a wholly owned subsidiary of Oxford Publishing Limited, which in turn was a wholly owned subsidiary of the University of Oxford, thus belonged to the same economic group as merging company (University of Oxford)---Such merger fell within the exemptions set out under Regln. 5 of Competition (Merger Control) Regulations 2016 and pre-merger clearance was not required---Scheme of Merger, pursuant to S. 282(1)(c) read with S. 282(9) of Companies Act, 2017, provided transfer of the whole undertaking and property and liabilities in Pakistan of the University of Oxford which was a body corporate and hence the transferor company---"Reasons" for such transfer and benefits were never considered for a judicial review as it was their wisdom, which could not be challenged---Only thing which was important for the Court to see was whether the merger was lawful and had undergone requirement of law---Scheme of Arrangement under consideration was approved as was done by petitioner companies and the creditors, which was fair and reasonable and was not against public or any individual's interest---All financial and other related information including last audited accounts and unaudited accounts of petitioners were disclosed and no investigation proceedings were pending before any forum including Securities and Exchange Commission of Pakistan---Petition was allowed accordingly.

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