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NADEEM POWER GENERATION (PVT.) LTD. vs Ss — 2023 CLD 652 KARACHI-HIGH-COURT-SINDH

Case information

Citation
2023 CLD 652 KARACHI-HIGH-COURT-SINDH
Court
Sindh High Court
Year
2023
Reporter
CLD
Parties
NADEEM POWER GENERATION (PVT.) LTD. vs Ss

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

Judgment text as reported

NADEEM POWER GENERATION (PVT.) LTD. VS Ss. 279, 280, 281 & 282---Merger of companies---Object, purpose and scope---Petitioner companies sought approval of Scheme of their merger---Validity---Approach was channelized to ascertain (i) whether statutory requirements were complied with and (ii) to determine whether the scheme as a whole had been arrived at by the majority, bona fide and the interest of whole body of shareholders in whose interest the majority purported to act, and (iii) whether scheme was such that fair and reasonable shareholder would consider it to be for the benefit of the company for himself---No objection from any quarter had come forward while all requisite formalities had been fulfilled---Wise group of businessmen had taken decision considering all its pros and cons and while taking such decision there were chances of success and failure but then while questioning such decision the bona fide was the real litmus test---Businessman takes decisions foreseeing the future aspect whereas the Court can only see if all 4 legal formalities have been fulfilled and that the scheme is neither unjust nor unfair or against the national interest---Court cannot challenge wisdom of a decision of businessman as by doing that the Court would be overriding the wisdom of a businessman and their prerogative---Report of Chartered Accountants was also very material who were engaged for calculating the swap ratio in respect of envisaged scheme of Amalgamation/Merger---High Court approved the scheme of Merger as there was no impediment---Petition was allowed, in circumstances.

Other judgments reported in 2023 CLD

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