Form No:HCSD/C-121 F, ORDER SHEET Fer pm, “IN THE LAHORE HIGH COURT, LAHORES Use JUDICIAL DEPARTMENT Copy Sc, minh,” ign C22 CHio, Case No. C.O. No.1953/2019"4 Lahorg 9 Inre. et, , i L 1. Master Sanitary Fittings Indust 2. Master Poly Plastic Industries Limited ee | | Sr.No. of | Date of Toner with signatures of Judge and that of parties or counsel, | Order! Order) | where necessary. | Proceeding | Proceeding | 16.03.2020 M/s Saad Rasool, Syed Ahmad Ashraf, Aitzaz Aslam Chaudhry and Muhammad Waseem A. Rana, Advocates for the petitioners. Mr. Ruman Bilal, Advocate for SECP. - M/s Usama Malik and Faizullah Khan Niazi, Advocates/ Chair Persons. ‘Through this joint application/merger petition filed in terms of sections 279 to 283 and 285(8) of the Companies Act, 2017 (“Act”) read with SRO No. 840(1)/2017 dated 24.08.2017 issued by the Finance Division, Government of Pakistan, the Applicant Companies seek the sanction of the Scheme of Compromises, Arrangements and — Reconstruction (“Scheme”) and transfer of the undertaking, assets and liabilities of Master Sanitary Fittings Industries Limited (‘Transferor Company”) to Master Poly Plastic Industries Limited (“Transferee Company”) (jointly the Applicants). The Scheme upon sanction will merge, transfer and vest all assets, liabilities and the entire undertaking of the transferor company to the transferee company, as per the terms and conditions set forth in the Scheme 2, That on 15.01.2019 this Court directed for issuance of notices through proclamation in the dailies “Dawn”, Business Recorder” and “Jang” in terms of Rule 61 ofthe Companies (Court) Rules, 1997 for the purpose of informing the public at large, the Securities and Exchange Commission of Pakistan and the creditors of the Applicant Companies of the presentment of the Scheme by the Applicants. Objections were invited from members as well as from any person having, any interest in the affairs of the Applicants. 3. Through the order dated 15. 01.2019 this Court also directed the holding of the Extra-Ordinary General Meetings of the Applicants to ascertain the wishes of their respective members with reference to the Scheme. ‘These meetings were directed to be held under the Co- Chairmanship of Mr. Osama Malik, Advocate and Mr. . Abuzar Salman Khan Niazi, Advocate. The Chairpersons were directed to preside over the meetings and to submit a Report thereof. 4. In compliance with the order of this Court, public notices were issued in the dailies “Dawn”, “Business Recorder” and “Jang” with reference to the hearing of the main petition. 5. The Chairpersons filed their Report on 18.09.2019, which is accompanied with the relevant record. According to the Report, the Extra-Ordinary General Meetings of the Applicants were scheduled and notified for 06.03.2019. In this regard, notices were issued to the shareholders of the Applicants, which were also published on 07.02.2019 in the dailies “Dawn” Business Recorder and “Jang”. The copies of the dispatched notices and names of the sharcholders and the notices published in the newspapers are appended with the Report of the Chairpersons.6 As per the Report, the meetings were convened and held as scheduled under the supervision of the Chairpersons. The attendance sheet of the shareholders of the Applicants has also been placed on the record which reflects the participation of the shareholders in the meetings of the Applicant Companies, personally as well as through proxy. As per the Report, the Scheme was unanimously approved by the shareholders of the Applicant Companies, present at the meetings. 7 The Securities and Exchange Commission of Pakistan has filed its comments and stated that it has no objection to the Scheme. Furthermore, No Objection Certificates issued by the creditors have also been placed on the record which reflect their no objection to the approval of the Scheme. 8. In the joint application it has been submitted that the Scheme will (a) result in a better, efficient and economical management, control and running of the businesses and further development and growth of the businesses of the Applicant Companies, (b) unlock significant value for the shareholders of the Applicant Companies and will also provide a greater business focus for the Applicant Companies, (c) provide a viable unit of Applicant No. 1 and furthermore, the administrative/overhead cost will be reduced, (d) will result in an increased value for the shareholders in that the merger will provide better opportunities for improving and modernizing the Applicants’ business operations and (e) the merger will result in the Applicants’ businesses being integrated which in turn will help achieve an optimum level of utilization of the Applicants inherent potential and as a result thereof, theC.O.No,1953/2019. 4 k surviving entity would be result-oriented and marketable. 9. As none of the stakeholders, creditors, shareholders, regulators of Applicants and other interested parties have raised any objection to the Scheme, the Scheme (and ensuing consequence given in Article 5) is hereby sanctioned. The approved Scheme shall form part of this order as Schedule “A”. The Scheme shall take effect in accordance with section 282 of the Act. Furthermore, in terms of section 282 of the Act the Applicant No. 1 shall cause the delivery of the certified copy of the order to the Registrar of Companies for compliance. 10. The relevant authorities may impose and recover stamp duty in the context of the transfer of immoveable property, if atall recoverable under the Stamp Act, 1899. 11. The joint application for merger stands allowed on the above terms. YA (SHAHID KARIM) JUDGE Abdul Waheed TR! JE COFY stale 22 cmsmmantan EE” ye oo / Lit anCOURT LAHOR) IN THE LAHORI (Company Jurisdiction) IN THE MATTER OF: ing, its registered | GS INDUSTRIES LIMITED hav’ 1) MASTER SANITARY FITTIN' te office at Hafeeza Tufail Building, Attawa, G.T. Road, Gujranwala, authorised Director Sheikh Mahmood Iqbal. 2) MASTER POLY PLASTIC INDUSTRIES LIMITED; ‘registered office at Hafeeza Tufail Building, Attawa, G.T. Road, Gujranwala, through its authorised Director Sheikh Muhammad Akbar. vERSUS Petitioner No. 2 Securtty and Exchange Commisston of Pakistan,Egerton Road,Lahore. Respondent. JOINT APPLICATION FOR AMALGAMATION/MERGER UNDER SECTIONS 279 ‘TO 285 OF THE COMPANIES ACT, 2017 READ WITH $.R.O. 840(10/2017 DATED 17™, AUGUST 2017 AND ALONG WITH THE RULES 60-52 OF COMPANIES (COURT) RULES, 1997 Respectfully Submitted: 1) That Petitioner No.1 is a public limited company, registered under the relevant Provisions of the Companies Act, 2017, that is known for providing a diverse range of high-end sanitary fitting solutions. The instant petition is being filed by2 heikh Mahmood! Iqbal, Director, Petitioner No.1, who is fully aware of the tee : spose the same. Copy o fact vr the instant matter and is duly authorized to depose the same, Copy of acts of a os ‘ Hoard resolution, authorizing, Mr. Sheikh Mahmood Iqbal, has been attached / herewith as Annexure A. 2) That Petitioner No. 2 is a company, registered under the relevant prov isions “ the Companies Act, 2017, known for providing quality bathroom fittings and accessories. The instant petition is being filed by Mr. Sheikh Muhammad Akbar, Director, Petitioner No. 2, who is fully aware of the facts of the instant matter we Mr. is duly authorized to depose the same. Copy of Board resolution, authorizing, Sheikh Muhammad Akbar, has been attached herewith as Annexure Be 3) That through the instant petition, the Petitioners seck to obtain sanction of this honorable Court for Scheme of arrangement (hereinafter the “Scheme”, copy of which has been attached herewith as Annexure C), for the proposed amalgamation/merger of Petitioner No. 1 with Petitioner No. 2 4) That Petitioner No. 1is a public limited company, having its registered office of Hafeoza Tufail Building, Attawa, G.T, Road, Gujranwala, and was duly incorporated under the applicable provisions of the company law. (A copy’ ef ‘Memorandum and Articles of Association of Petitioner No. 1 have been attached herewith at Annexure D and E, respectively). The breakup of the capital is as follows: , _ oe | Authorised Capital Rupees 100,000,000 divided into 10,000,000 shares of Rs 1D each, | 44,000,000 ciivided into 4,400,000 shares \ of Rs.10 each, : | A copy of the annual audited accounts of Petitioner No. 1, as at 30% June, 2018, has been attached herewith as Annexure ¢ Gf Haleoza Tussi Building, Attwa, GT. Road, Gujranwala, and was duly incorporated under the applicable provisions of the company law. (A copy of Memorandum and Articles of Association of Petitioner No. 2 is placed at Annexure G and H, respectively). The breakup of the capital is as follows: Authorised Capital Rupees 250,000,000 divided into 1 25,000,000 shares of Rs.10 each, Paid Up Capital 222, 000,000 divided into 22,200,000 (A copy of the annual audited accounts of Petitioner No. 2, as at 30" fune, 2018, s been attached herewith as Annexure 1). That it is pertinent to mention that the Board of Directors (BOD) of Petitioner No. 1 duly approved the Scheme, in its meeting dated 20% December, 2018. Copy of the extract of the minutes evidencing the same has been attached herewith as Annexure J.thereafter, the Scheme was approved unanimously by the sharchold ly by the shareholders, J J. gy Thats ‘ a . gh special resolution, in the Petitioner No, 1's meeting dated 21" December, throu! 2018. Copy of the minutes of the said meeting along with the attendance sheet has been attached herewith as Annexure K, 7) That similarly, the Board of Directors of Petitioner No. 2 approved the Scheme, in its meeting dated 20% December, 2018. A copy of the extract of the minutes evidencing the same has been attached herewith as Annexure L. Subsequently, the Scheme was approved unanimously by the shareholders, through special resolution, in Petitioner No. 2's meeting dated 21% December, 2018. Copy of the minutes of the said meeting has been attached herewith as Annexure M. 8) That it is important to point out that the Petitioners are functioning as the same “corporate group, which has the same BoD and members. As such, there is no likelihood of any modification or change in the Petitioners’ obligations towards its creditors or any department. A copy enlisting the Directors and Members of the Petitioners has been attached herewith as Annexure N. 9) That in any case, no adverse impact or detriment shall be caused if the proposed Scheme is sanctioned by this Court, In fact, approval of the proposed Scheme will benefit the shareholders, employees, creditors as well as public at large: 10) That it is imperative to note that a copy of the draft Scheme has been filed with the Registrar, per Section 282(1) (C) of the Companies Act, 2017 (CA, 2017). (Copy of the acknowledgement received pursuant to the fling of the Scheme has been attached herewith as Annexure O.) Moreover, a pre-merger application filed before the Competition Commission of Pakistan (CCP) is in process, per tion 11) of the Competition Commission Act, 2010 read with Regulation No. ‘of Competition (Merger Control) Regulations, 2016 Aa) That gsinently, Petitioner No.1 is a Medium Sized Company and Petitioner No. (6) sdiarge sized company, in terms of the Third Schedule of the CA, 2017. A 5£ the schedule has been attached herewith as Annexure P. ‘opys 3 fr j Aq “12)that this Honorable Court has been the empowered, vide SRO. 840 (1)/2017 F _Leedated 17*August, 2017 to, inter alia, exercise powers uncer section 279 to 283 os oe and 285 of the CA, 2017. Therefore, this Honorable Court has the jurisdiction to - adjudicate upon the instant matter. Also, the registered offices of the Petitioners are located in the Province of Punjab. 13) That the Petitioners reserve the right/seek permission of this honorable Court to raise further grounds assertions during arguments before this honorable Court PRAYE! That in light of the abovementioned facts and circumstances, it is most respectfully prayed: : i, That the instant Petition is graciously allowed; ii That the honorable Court immediately sanctions/approves/confirms the Scheme and pass appropriate orders of merger of Petitioner No. 1 with Petitioner No. 2;vi. Master Sanitary Fittings Industries Ltd. aan Saad Rasool ~=—<———" * + ov dhrat Advocate High Court Saad Rasool Law Associates 4 That the calling of meeting, of the members of the Petitioners be declared unnecessary as the Scheme has alre sady been approved by the member well as BoD of the Petitioners; That the requisite orders for giving effect to the said Scheme ot amalgamation/ merger, including, vesting orders pursuant to Section 282 of the Companies Act 2017, as well as orders concerning, the transfer of the entire undertakings, including, all assets, properties, rights, privileges, sanctions, authorizations, licensing and all contingent assets and liabilities, and all short term and long, term liabilities of the Petitioner No, 1 to the Petitioner No. 2, on the effective date, are pass “dy That an order of dissolution of Petitioner No. 1, without winding, up, be passed; and benefits of Government consents, That this honorable Court passes such further order(s) and all consequential and necessary directions as this Honorable Court deems fit and proper in the circumstances of the case. Petitioner No.2 Master Poly Plastic Industries Ltd A Feate High Court | 222 Garden Block ! Garden Town, | Lahore | CERTIFICATE ' Per instructions, this is the Fespect to je the subject matter of the titled Petition. first merger Petition before this Honourable Court with wed fad