FAUJI FERTILIZER COMPANY LIMITED AND FAUJI FERTILIZER BIN QASIM, LIMITED vs SECURITIES YAND EXCHANGE COMMISSIO

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FAUJI FERTILIZER COMPANY LIMITED AND FAUJI FERTILIZER BIN QASIM, LIMITED VS SECURITIES YAND EXCHANGE COMMISSION OF PAKISTAN Ss. 6(11),11, 134(3), 279, 280, 281, 282, 283 & 285---Companies (Court) Rules, 1997, R.19---Competition (Merger Control) Regulations, 2016, Regln.5---Constitution of Pakistan, Art.37(d)---Scheme of arrangement and merger, approval of---Duty of Court---Interference of Court in business decision of merger---Scope---Substitution of collective wisdom of the shareholders through court's decision---Pre-merger clearance---Fulfillment of legal formalities---Sanction of Scheme of Arrangement meant for amalgamation of companies was sought---Securities and Exchange Commission of Pakistan pressed pre-merger clearance---Held, that Fauji Fertilizer Company Limited and Fauji Fertilizer Bin Qasim Limited filed a petition for merger, in which Court approved the merger, noting that it had been established like mid-day-sun that all legal/statutory requirements qua holding of meetings by the Chairmen, requisite publication, issuance of notices to the Securities and Exchange Commission of Pakistan "SECP" and Competition Commission of Pakistan "CCP", filing of NOCs of all secured creditors, interest of whole body of shareholders and approval of the "Scheme" by majority of shareholders was obtained---It ultimately will prove to be beneficial for the shareholders and the companies and there remained no impediment to grant sanction of the Scheme of Arrangement of the petitioners---All legal requirements were met, including obtaining NOCs from secured creditors, pre-merger notification from the CCP, and approval from the SECP---Shareholders unanimously approved the Scheme---Court emphasized the importance of timely decisions in commercial matters and cited precedents supporting judicial non-interference in business decisions when legal formalities were fulfilled and the Scheme was fair and reasonable---Merger was held to be beneficial for stakeholders---Once the requirements of a Scheme for getting sanction of the court were 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---Petition was allowed and the Scheme was sanctioned and approved in terms thereof, in circumstances.

FAUJI FERTILIZER COMPANY LIMITED AND FAUJI FERTILIZER BIN QASIM, LIMITED vs SECURITIES YAND EXCHANGE COMMISSION OF PAKISTAN Ss — 2025 CLD 343 LAHORE-HIGH-COURT-LAHORE

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