| Case ID |
d728bca6-5eb5-4038-8922-a13f127939d0 |
| Body |
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| Case Number |
C.O. No.47 of 2010 |
| Decision Date |
Jan 27, 2011 |
| Hearing Date |
|
| Decision |
The Lahore High Court sanctioned the Scheme of Arrangement proposed by Dawood Hercules Chemicals Limited and DH Fertilizers Limited, which involved the demerger of the fertilizer business into a wholly-owned subsidiary. The court found that the scheme was approved by 99.99% of the shareholders present at the extraordinary general meeting and had the consent of all secured creditors. The objections raised by Aziz Ahmad Dawood, claiming ownership of certain shares, were dismissed as irrelevant to the proceedings. The court emphasized that the statutory requirements for the sanctioning of the scheme were met and ordered the transfer of assets as per the approved scheme. |
| Summary |
In the landmark case of C.O. No.47 of 2010, the Lahore High Court adjudicated the demerger of Dawood Hercules Chemicals Limited into separate entities, specifically focusing on the transfer of its fertilizer business to a wholly-owned subsidiary, DH Fertilizers Limited. The case revolved around the approval of a Scheme of Arrangement under the Companies Ordinance, 1984, particularly Section 284, which governs such corporate restructuring. The court noted that the scheme had overwhelming support from shareholders, with a 99.99% approval rate, and was free from objections from key stakeholders such as the Securities Exchange Commission of Pakistan and the Federal Board of Revenue. The objector's claims regarding share ownership were ruled out as irrelevant, affirming the validity of the scheme and its compliance with statutory requirements. This decision underscores the importance of shareholder consensus and regulatory compliance in corporate restructuring processes, setting a precedent for similar future cases. |
| Court |
Lahore High Court
|
| Entities Involved |
Federal Board of Revenue,
Securities Exchange Commission of Pakistan,
Dawood Hercules Chemicals Limited,
DH Fertilizers Limited
|
| Judges |
UMAR ATA BANDIAL
|
| Lawyers |
Kazim Hassan,
Khurram Shahzad Chughtai,
Mian Irfan Hassan,
Amir Majeed Khan,
Muhammad Asif Hashmi,
Muhammad Saqlain Arshad
|
| Petitioners |
Dawood Hercules Chemicals Limited,
DH Fertilizers Limited
|
| Respondents |
Aziz Ahmad Dawood
|
| Citations |
2012 SLD 971,
2012 CLD 582
|
| Other Citations |
Not available
|
| Laws Involved |
Companies Ordinance, 1984
|
| Sections |
284,
285,
286,
287,
288
|