IN THE MATTER OF THE COMPANIES ACT, 2017 vs BEACH LUXURY HOLDINGS (PRIVATE) LIMITED, SPENCER AND COMPANY (PRIVATE) LIMITED AND PHYSONS (PRIVATE) LIMITED Ss — 2025 CLD 1438 KARACHI-HIGH-COURT-SINDH

Case information

Citation: 2025 CLD 1438 KARACHI-HIGH-COURT-SINDH
Court: Sindh High Court
Year: 2025
Reporter: CLD
Parties: IN THE MATTER OF THE COMPANIES ACT, 2017 vs BEACH LUXURY HOLDINGS (PRIVATE) LIMITED, SPENCER AND COMPANY (PRIVATE) LIMITED AND PHYSONS (PRIVATE) LIMITED Ss
Provisions referred to: Companies Act

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

IN THE MATTER OF THE COMPANIES ACT, 2017 VS BEACH LUXURY HOLDINGS (PRIVATE) LIMITED, SPENCER AND COMPANY (PRIVATE) LIMITED AND PHYSONS (PRIVATE) LIMITED Ss.279, 280, 281 & 282---Companies (Court) Rules 1997, R.19---Scheme of amalgamation, sanctioning of---Demerger and merger, benefits of---Scope---Petitioners companies sought sanctioning of a scheme of amalgamation under Ss. 282, 279 to 281 of the Companies Act, 2017---The petitioner No.1 (a large-sized hotel business), petitioner No.2 (a formerly operational pharmaceutical company now non-functional), and petitioner No.3 (a newly incorporated company), for the purpose of amalgamation, proposed the scheme---Pursuant to the court's order, meetings of shareholders and secured creditors were held where unanimous or overwhelming approval was granted for the scheme---Special resolutions were passed by the shareholders of all petitioners and secured creditors of petitioners Nos.1 and 2 voted in favor of the scheme---No secured creditors existed for petitioner No.3---Held: As per the scheme of amalgamation, the benefits of the demerger and merger were that the petitioners Nos.1 and 2 would be classified as 'group' companies and entitled to group tax benefits and that the shareholders demerging from petitioner No.2 would be removed from undertaking risks associated with the operation of the retained undertaking by the petitioner No.2---Therefore, the scheme was for viable reasons---The swap ratio of shares worked out by the chartered accountant appeared to be reasonable---99.7% of shareholders of petitioner No.2 and 100% shareholders of petitioner No.1 and 3 had voted in favor of the scheme---All secured creditors of the petitioner Nos.1 and 2 had also voted in favor of the scheme---The petition was advertised pursuant to Rule 19 of the Companies (Court) Rules, 1997 but no one came forth to oppose the sanction of the scheme---Therefore, scheme of amalgamation was sanctioned and petition was allowed, in circumstances.

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