ENGRO CORPORATION LIMITED vs Ss — 2025 CLD 1211 ISLAMABAD

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ENGRO CORPORATION LIMITED VS Ss. 279, 280, 281, 282, 283 & 285---Scheme of arrangements---Sanction of Court---Opinion of Court substituting that of shareholders---Principle---Petitioners / companies sought sanction of Court regarding proposed mergers, demergers and amalgamations---Validity---Not a single member of petitioners / companies objected to Scheme of arrangement or any part thereof---Propriety and merits of compromise and arrangement had to be adjudged by parties who as sui juris with their open eyes and fully informed about pros and cons of the Scheme had arrived at their own reasoned judgment and agreed to be bound by such compromise or arrangement---It was not duty of Court to substitute its opinion in place of that of shareholders who were the sole judge of their interests in petitioners / companies---Court's task while sanctioning Scheme of arrangement was limited to watching over regulatory and legal compliances being properly carried out for which Securities and Exchange Commission of Pakistan had taken lead in its assistance to the Court---approach of Court was to ascertain (i) whether statutory requirements were complied with; (ii) to determine whether the Scheme as a whole was arrived at by the majority, in the interest of the whole body of shareholders, in whose interest the majority purported to act; and (iii) whether the Scheme was such that a fair and reasonable shareholder would consider it to be for the benefit of the company and for himself---Petitioners / companies completed all necessary legal formalities, including holding separate meetings of secured creditors, shareholders and board of directors, requisite publication, CCP approval and issuance of notices to Securities and Exchange Commission of Pakistan---High Court declined to take any exception to the Scheme of arrangement as no objection whatsoever had come forward from any shareholder while all requisite formalities had been fulfilled---High Court sanctioned the Scheme of arrangement as there was no impediment---Petition was allowed, in circumstances.

ENGRO CORPORATION LIMITED vs Ss — 2025 CLD 1211 ISLAMABAD

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