Section 282

[1][ Powers of Commission to facilitate reconstruction or amalgamation of companies.]—(1) Where an application is made to the [2][Commission] under section 279 to sanction a compromise or arrangement and it is shown that—

(a) the compromise or arrangement is proposed for the purposes of, or in connection with, a scheme for the reconstruction of any company or companies, or the amalgamation of any two or more companies or division of a company into one or more companies;

(b) under the scheme the whole or any part of the undertaking or property or liabilities of any company concerned in the scheme (“a transferor company”) is to be transferred to another company (“the transferee company”) or is proposed to be divided among and transferred to two or more companies; and

(c) a copy of the scheme drawn up by the applicants has been filed with the [3][registrar;]

the [4][Commission] may order a meeting of the creditors or class of creditors or the members or class of members, as the case may be, to be called, held and conducted in such manner as the Commission may direct.

(2) Where an order has been made by the [5][Commission]  under subsection (1), merging companies or the company in respect of which a division is proposed, shall also be required to circulate the following for the meeting so ordered by the [6][Commission], namely: —

(a) the draft of the proposed terms of the scheme drawn up and adopted by the board of each of the applicant companies;

(b) confirmation that a copy of the draft scheme has been filed with the [7][registrar];

(c) a report adopted by the board of the applicant companies explaining effect of compromise on each class of members, laying out in particular the share swap ratio, specifying any special valuation difficulties;

(d) the report of the expert with regard to valuation, if any;

(e) a supplementary audited financial statement if the last annual accounts of any of the applicant company relate to a financial year ending more than one hundred and eighty days before the first meeting of the company summoned for the purposes of approving the scheme.

(3) The [8][Commission]  may, either by an order, sanction the compromise or arrangement or by a subsequent order, make provision for all or any of the following matters—

(a)           the transfer to the transferee company of the whole or any part of the undertaking and of the property or liabilities of any transferor company;

(b) the allotment or appropriation by the transferee company of any shares, debentures, policies or other like interests in that company which under the compromise or arrangement are to be allotted or appropriated by that company to or for any person;

(c) the continuation by or against the transferee company of any legal proceedings pending by or against any transferor company;

(d) the dissolution, without winding up, of any transferor company;

(e) the provision to be made for any persons who, within such time and in such manner as the [9][Commission]  directs, dissent from the compromise or arrangement;

(f) such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction, amalgamation or bifurcation is fully and effectively carried out.

(4) If an order under this section provides for the transfer of property or liabilities—

(a) the property, by virtue of the order stands transferred to, and vests in, the transferee company, and

(b) the liabilities, by virtue of the order, stand transferred to and become liabilities of that company.

(5) Notwithstanding anything contained in the Stamp Act, 1899 (II of 1899) or any other law for the time being in force, no stamp duty shall be payable on transfer to the transferee company of the whole or any part of the undertaking and of the property of any transferor company as a result of sanctioning by the Commission, any compromise or arrangement under this Part:

Provided that this sub-section (5) shall, in respect of the companies having registered office within the jurisdiction of—

(a) the Islamabad Capital Territory, be applicable at once; and

(b) the provinces, be applicable upon notification or legislation by the respective Provincial Governments.

(6) The property (if the order so directs) vests freed from any charge that is by virtue of the compromise or arrangement to cease to have effect.

(7) A copy of the order passed by the Commission under this section sanctioning the reconstruction, the amalgamation or division, duly certified by an authorised officer of the Commission shall be forwarded to the registrar within seven days from the date of the order.

(8) In this section “property” includes property, rights and powers of every description; and “liabilities” includes duties.

(9) In this section the expression “transferee company” does not include any company other than a company within the meaning of this Act, and the expression “transferor company” includes anybody corporate, whether a company within the meaning of this Act or not.

READ THE BELOW LINKS WITH THIS SECTION

[1] Substituted through Companies (Second Amendment) Ordinance, 2020 dated 07-07-2020. Before substitution it was:

“Provisions for facilitating reconstruction or amalgamation of companies”

[2] The word “Court” substituted with word “Commission” through Companies (Second Amendment) Ordinance, 2020 dated 07-07-2020

[3] Substituted through Companies (Second Amendment) Ordinance, 2020 dated 07-07-2020

[4] The word “Court” substituted with word “Commission” through Companies (Second Amendment) Ordinance, 2020 dated 07-07-2020

[5] The word “Court” substituted with word “Commission” through Companies (Second Amendment) Ordinance, 2020 dated 07-07-2020

[6] The word “Court” substituted with word “Commission” through Companies (Second Amendment) Ordinance, 2020 dated 07-07-2020

[7] The word “Court” substituted with word “registrar” through Companies (Second Amendment) Ordinance, 2020 dated 07-07-2020

[8] The word “Court” substituted with word “Commission” through Companies (Second Amendment) Ordinance, 2020 dated 07-07-2020

[9] The word “Court” substituted with word “Commission” through Companies (Second Amendment) Ordinance, 2020 dated 07-07-2020