The Karachi Stock Exchange (Guarantee) Limited’s scheme of arrangement

The Karachi Stock Exchange (Guarantee) Limited’s scheme of arrangement

Karachi: Under Sections 284, 285, 286, 287 and 288 of the Companies Ordinance, 1984

Between

1. Johnson and Philips Industries (Pakistan) Limited

2. Johnson and Philips EMO Pakistan (Private) Limited

3. Elmetec (Private) Limited And

4. Johnson and Philips (Pakistan) Limited

Recitals

WHEREAS it is proposed that the entire undertaking comprising of all of the Assets, Liabilities and Obligations of Johnson and Phillips Industries (Pakistan) Limited, Johnson and Phillips Emo Pakistan (Private) Limited, and Elmetec (Private) Limited (as hereinafter defined as the “Merging Entities”) at the Effective Date (as hereinafter defined) shall stand transferred to and be vested in and assumed by Johnson and Phillips (Pakistan) Limited and the Merging Entities shall be dissolved without winding-up;

AND WHEREAS on the basis of SWAP Ratio agreed between the parties, Johnson and Phillips (Pakistan) Limited shall issue Agreed Transferable Shares to the shareholders of the Merging Entities in consideration of the above immediately and simultaneously on the Effective Date subject to encumbrances and charges existing in respect of the Agreed Transferable Shares.

AND WHERES this Scheme, if sanctioned by the Court by an order passed in this behalf, is to be binding on Johnson and Phillips (Pakistan) Limited and the Merging Entities, all shareholders of Johnson and Phillips (Pakistan) Limited and Merging Entities and all Creditors of Johnson and Phillips (Pakistan) Limited and Merging Entitles.

Benefits of the Scheme

Larger Equity Base

The merger would lead to an increased asset base and the size of the entity. This would in turn assist the management to have access to more external funds at competitive rates. The larger size of equity would provide greater comfort to potential creditors. Access to larger resources would, in turn improve growth prospects and ability to undertake large assignments.

Synergies

The merger would give an opportunity to operate the business of the Companies through one operations department, one accounts department and one set of employees working in each of the Merging Entities and Johnson and Phillips (Pakistan) Limited, thus resulting In economies of scales.

Increase in Risk Absorption Capacity

The larger size of the merged company would Increase its risk absorption capacity thus enhancing the capacity to manage the potential risks arising out of the adverse and uncertain operating environment. In the long-run, this factor would provide greater stability as well as sustainability in operation.

Reduction in Administrative Cost

The merger would enable the Surviving Company to carry out its business through single operations, accounts, treasury and MIS department with one set of management and staff, thus resulting in substantial cost saving and economies of scales leading to enhanced profitability.

Single Corporate and Tax Reporting

The merger will make single corporate and tax reporting possible. It will entail elimination of maintenance of separate records for the business operation, selling, purchasing, marketing, legal, administrative, and secretarial and other records under the various laws resulting in duplication of work and higher costs.

Now Therefore, This Scheme is presented as Follows:

Article 1

Definitions

1.”Amalgamation” means blending together of two or more undertakings into one undertaking, the shareholders of each company becoming, the shareholders of the blended undertaking.

2.”Agreed Transferable Shares” means the Ordinary Share Capital which would be issued by Johnson and Phillips (Pakistan) Limited based on the agreed SWAP ratio between the parties to this scheme of arrangement.

3.”Annexure” means the annexure(s) attached hereto that as required to be submitted under this scheme of arrangement

4.”Assets” means assets, properties and rights of every description and kind (whether present or future, actual or contingent, tangible or intangible) and includes properties held as trust and benefit of securities obtained from Customers, benefits, powers, rights, authorities, privileges, contracts, Government consents, sanctions and authorizations, including all registrations, licenses, permits, categories, entitlements, sanctions, permissions and benefits relating to the business, all trade-marks, patents, copyrights, licenses, liberties, secret processes, know-how and confidentiality information. Without in anyway limiting or prejudicing the generality of the foregoing, Assets shall include:

(a) All properties, immovable and moveable, real, corporeal or incorporeal, in possession or reversion, present or contingent of whatsoever nature and wheresoever situated belonging to Merging Entities (as defined in Article 1 clause 16);

(b) All choses -in-action, instruments, decretal amounts, bank and other accounts, cash balances, reserve funds, revenue balances, investments, loans, advances, guarantees, deposits, prepayments, receivables, book debts, trade debts and all other rights and interest in and arising out of such property in the ownership, possession, power or control of Merging Entitles, whether legal or beneficial, whether within or outside of Pakistan, and all books of accounts, registers, records, and all other documents of whatever nature relating thereto;

(c) All the connections and facilities for telecommunications, electricity and other Installations, owned by, leased or licensed to the Merging Entitles;

(d) The Contingent Claims and proceeds realized from the Liquidation of Contingent Claims of Merging Entities.

5.”Claim” means claim, counter-claim, demand or cause of action and includes or Contingent Claim.

6.”Contract” means any contract   Including Musharika and Morabaha contract(s), agreement, deed, instruments, letter or undertaking of every description, creating any obligations enforceable against the parties.

7. “Court” means High Court of Sindh at Karachi.

8.”Customer” means any person having entered into a transaction, arrangement or other dealing with Merging Entities.

21.”PKR” means Pak Rupees, the legal currency in circulation and acceptable by the State Bank of Pakistan and backed / guaranteed by Government of Pakistan.

Article 1

Title Capital

1. Capital Structure of Johnson and Phillips (Pakistan) limited is as follows;

I. Authorized Share capital 8,000,000 ordinary shares of PKR 10/- each (PKR 80,000,000 (Pak Rupee Eighty Million Only))

II. Issued, Subscribed, and Paid-up Capital 5,449,972 ordinary shares of PKR 10/- each (PKR 54,499,720 (Pak Rupee Fifty Four Million Four Hundred Ninety Nine Thousand Seven Hundred Twenty Only))

2. Capital Structure of Elmetec (Private) limited is as follows

i. Authorized Share Capital 1,500,000 ordinary shares of PKR 100/- each (PKR150,000,000 (Pak Rupee One Hundred Fifty Million Only))

ii. Issued, Subscribed, and Paid-up Capital 600,000 ordinary shares of PKR 100/- each (PKR 60,000,000 (Pak Rupee Sixty Million Only))

3. Authorized Share Capital After Merger

i. Authorized Share Capital 40,000,000 ordinary shares (Forty Million Shares) of PKR 10/- each (PKR 400,000,000 (Pak Rupee Four hundred Million Only))

21. “PKR” means Pak Rupees, the legal currency in circulation and acceptable by the State Bank of Pakistan and backed / guaranteed by Government of Pakistan.

Article 2

The Capital

1. Capital Structure of Johnson and Phillips (Pakistan) limited is as follows:

i. Authorized Share capital 8,000,000 ordinary shares of PKR 10/- each (PKR 80,000,000 (Pak Rupee Eighty Million Only))

ii. Issued, Subscribed, and Paid-up Capital 5,449,972 ordinary shares of PKR 10/- each (PKR 54,499,720 (Pak Rupee Fifty Four Million Four Hundred Ninety Nine Thousand Seven Hundred Twenty Only))

2. Capital Structure of Elmetec (Private) limited is as follows:

i. Authorized Share Capital 1,500,000 ordinary shares of PKR 100/- each (PKR 150,000,000 (Pak Rupees One Hundred Fifty Million Only))

ii. Issued, Subscribed, and Paid-up Capital 600,000 ordinary shares of PKR 100/- each (PKR 60,000,000 (Pak Rupee Sixty Million Only))

3. Authorized Share Capital after Merger

i. Authorized Share Capital 40,000,000 ordinary shares (Forty Million Shares) of PKR 10/-  each (PKR 400,000,000 (Pak Rupee Four hundred Million Only))

Article 3

Directors

1. The Existing details of directors is as under:

 

S.No. Name of Companies Name of Directors Address
1 Johnson and Philips

(Pakistan) Limited

Shehryar Saeed House No. D-63/1, Block 4, Clifton, Karachi
Marium Shafi 67-Khayaban-E-Mujahid, Phase V, DHA, Karachi
Zainab Qureshi 15-Askari Villas, Sarwar Road, Lahore Cantt,
Farooq Ahmed Khan House No. 9, Albak Block, New Garden Town, Lahore
Bilal Ahmed Qureshi 67-Khayaban-E-Mujahid, Phase V, DHA, Karachi.
Zaheer Ahmed Khan C-1O, South Avenue, S.I.T.E., Karachi
Muhammad Imran C-O, NIT Ltd, 6th Floor, NBP Building, I.I
Rafiq Chundrigar Road, Karachi,
2 Johnson and Phillips

(Pakistan)

Limited

Shehryar Saeed House No. D-63/1, Block 4, Clifton, Karachi
Muhammad Iqbal C-10,South Avenue, S.I.T.E., Karachi
Naushad Qasim Ali C-10,South Avenue, S.I.T.E., Karachi
Muhammad
Shafqatullah C-10,South Avenue, S.I.T.E., Karachi
Farooq A. Khan C-10 South Avenue, S.I.T.E., Karachi
3. Johnson and Phillips

EMO Pakistan

(Private) Limited

Shehryar Saeed House No. D-63/1, Block 4, Clifton, Karachi
Dinice Blago Sapkar USA
Naushad Qasim Ali C-10, South Avenue, S.I.T.E., Karachi
Iloski Stogan Ilija Macedonian
Lubomir Toso Macedonlan
Popovski
4. Elmetec (Private)

Limited

Mr. Faisal Qureshi 19 Km, Ferozepur Road, Lahore
Syed Amjad Kabir 29 Km, Ferozepur Road, Lahore

 

2. Directors after Amalgamation:

The directors of Johnson and Phillips (Pakistan) Limited are expected to continue as directors after the amalgamation subject to their ceasing to be directors in the meantime due to any reason(s) and appointments being made to the vacancies thus created. The directors of the Merging Entities will cease to hold office as directors without any right to any compensation for loss of office.

3. Interest of Directors:

All the directors of the Merging Entities and Johnson and Phillips (Pakistan) Limited have interest in the Amalgamation to the extent of their respective share holdings in the Merging Entities and Johnson and Phillips (Pakistan) Limited. The effect of the Scheme on the interest of these directors does not differ from respective interest of other shareholders of each the Merging Entity and Johnson and Phillips (Pakistan) Limited.

The directors are also interested to the extent of remuneration, benefits and allowances as per the policies of the Merging Entities and Johnson and Phillips (Pakistan) Limited respectively.

Article 4

The Amalgamation

1. General Description:

(a) At the Effective Date, the Merging Entities, as going concern, shall be amalgamated with and vested In the Surviving Company upon the terms and conditions set forth in this Scheme (the “Amalgamation”)

(b) The Surviving Company shall be able to carry out all the business of the Merging Entities and shall be entitled to all the rights and the benefits thereof;

(c) The Merging Entities shall be dissolved, without winding up, on the date on which the shares of Johnson and Phillips (Pakistan) Limited are allotted to the shareholders of the Merging Entities to the extent provided under Article “8″, or on such other date as the Court may by order prescribe.

2. Transfer of Assets:

At the Effective Date, all the Assets of the Merging Entities, including but not limited to production of distribution and instrument transformers and all prototypes, trade marks and goodwill shall immediately and without any conveyance or transfer and without any further act or deed be vested in and become the Undertaking and Assets of the Surviving Company, which shall hive, hold and enjoy the same in Its own right as fully as the same were possessed held and enjoyed by the Merging Entities prior to the Amalgamation but transfer of Assets shall be subject to all mortgages, charges or other encumbrances subsisting thereon.

3. Transfer of Liabilities and Obligations:

At the Effective Date, all the Liabilities and Obligations of the Merging Entitles shall immediately without any further act or deed be assumed by and become the Liabilities and Obligations of the Surviving Company, which shall pay, undertake, satisfy, discharge and perform, when due, all of the Liabilities and Obligations.

4. The Surviving Company’s Right to Execute Deeds:

Deeds, assignments or similar instruments to evidence the aforesaid transfer of Assets and/or assumption of Liabilities may, if required, at any time be executed by officers of the Surviving Company authorized in this regard.

5. References to Assets and Liabilities and obligations:

Any reference in this Scheme to Assets or Liabilities and Obligations of the Merging Entitles is a reference to Assets or Liabilities and Obligations to which the Merging Entities is for the time being entitled or subject to (whether beneficially  or in any fiduciary capacity) immediately preceding the Effective Date, wherever such Asset or Liabilities are situated or arise and whether or not capable of being transferred or assigned to or by the Merging Entitles under any applicable law or instrument.

6. Assets held in Trust etc:

Any Asset vested In the Merging Entities which immediately before the Effective Date was held by the Merging Entities as trustee or custodian in the form of any trust deed, settlement, covenant, agreement or will or n executor or the will, or administrator of the estate, of a deceased person or as judicial trustee appointed by order of any Court or in any other fiduciary capacity, shall and from the Effective Date, be held by the Surviving Company in the same capacity Upon the trusts, subject to the powers, provisions and Liabilities applicable thereto.

7. Contracts:

Every Contract to which the Merging Entitles is a party shall have effect on and from the Effective Date as if:

(a) The Surviving Company had been a party thereto Instead of the Merging Entitles; and

(b) For any reference (however worded and whether expressed or implied) to the Merging Entities therein shall stand substituted, as respects anything failing to be done on or after the Effective Date, to a reference to the Surviving Company.

8. Bank Accounts:

Any account(s) maintained by the Merging Entities with any Bank or Financial institution shall, at the Effective Date, become account(s) between the Surviving Company and such Bank or Financial Institution, subject to the same conditions and Incidents as therefore provided that nothing herein shall affect any right of the Surviving Company to vary the conditions or incidents subject to which any account is kept.

9. Instruction

Any existing instruction1 order, direction, mandate, power of attorney1 authority, undertaking or consent given to the Merging Entities in writing (whether or not in relation to an account) shall have effect, on and from the Effective Date, as If given to the Surviving Company.

10. Negotiable Instruments

Any negotiable Instrument or order for payment of money drawn on or given to, or    Accepted or endorsed by the Merging Entities, or payable at any place cat business of The Merging Entities, whether so drawn, given, accepted or endorsed before, on or after the Effective Date, shall have the same effect on and from the Effective Date, as if It had been drawn on, or given to, or accepted or endorsed by the Surviving Company, or were payable at the same place of business of the Surviving Company.

11. Custody of documents:

The custody of any document, record or goods held by the Merging Entitles as bailee and duly recorded in their books, shall pass to the Merging Entities under any Contract of bailment relating to any such document, record or goods shall on that day become rights and obligations of the Surviving Company1

12. Securities:

(a) Any Security held immediately before the Effective Date by the Merging Entities or by a nominee or agent of or trustee for the Merging Entities, as security for the payment or discharge of any liability and obligation of a customer shall, on and from the Effective Date, be held by, or, as the Case may require, by that nominee, agent or trustee for the Surviving Company and be available to the Surviving Company (whether for Its own benefit or, as the case may be, for the benefit of any other person) as security for the payment or discharge of that liability and obligation.

(b) In relation to any Security vested in the Merging Entities in accordance  with provisions of this scheme and any liabilities and obligations thereby secured, the Surviving Company shall be entitled to the rights and priorities to which `the Merging Entities would have been entitled if they had continued to hold the Security.

(c) Any Security referred to In the foregoing provisions of this paragraph which extends to future advances or liabilities shall, on and from the Effective Date, be available to the Surviving Company priorities to which the Merging Entities (whether for its own benefit or as the case may be, for the benefit of any other person) as security for the payment or discharge of future advances and future liabilities to the same extent and in the same manner In all respects as future advances by or liabilities to, the Merging Entitles or, as the case may be, Johnson and Phillips (Pakistan) Limited were secured thereby immediately before that time.

(d) All Securities granted / created by the Merging Entitles in favour of its Creditors will continue to remain operative and effective as Securities granted and created by the Surviving Company in favour of its own Creditors. To the extent that the Merging Entities has granted any pan posits charge over the Assets or any class of Assets of the Merging  Entities in favour of the Creditors of the Merging Entities, upon amalgamation the same shall be treated as a pari passu charge over the combined Assets of the Merging Entities and Johnson and Phillips (Pakistan) Limited or the relevant class of Assets ranking purl passu with the charge(s) created in favour of the Creditors of Johnson and Phillips (Pakistan) Limited holding charge over similar Assets or class of Assets as the case may be. It is clarified that pari passu charge holders of fixed assets of the Merging Entitles will have a charge over the fixed assets of the Surviving  Company ranking pari passu with all the Creditors of Johnson and Phillips (Pakistan) Limited having pari passu changed over the fixed assets of the Surviving Company. Similarly, the purl passu charge holders having charge over the current assets of the Merging Entities will have a charge over the current assets of the Surviving Company ranking pan passu with the creditors or Johnson and Phillips (Pakistan) Limited having pari passu charge over the current assets of the Surviving company. Any charge or security interest granted to a Creditor by the Merging Entities over specific assets will continue to remain restricted to such specific assets upon Amalgamation.

13. Legal Proceedings: Where by virtue of this Scheme any Right, Claim or Liability of the Merging Entities becomes a Right, Claim or Liability of the Merging Entities on and from the Effective Date, the Surviving Company shall have the same Rights, Claims, Powers and Remedies (and in   particular the same Rights, Claims and Powers as to taking or resisting legal proceedings   or making or resisting applications to any authority) for ascertaining, perfecting or enforcing that Right, Claim or Liability as If it had at all times been a Right, Claim or   Liability of the Surviving Company, and any legal proceedings or application to any authority existing or pending Immediately before the Effective-Date by-or- against-the Merging Entities may be continued by or against the Surviving Company.

14. Judgments: Any judgment or award obtained by or against the Merging Entitles and not fully satisfied before the Effective Date shall at that time, to the extent to which it is enforceable by or against the Merging Entitles, become enforceable by or against the Surviving Company.

All books and other documents which would, before the Effective Date, have been evidenced in respect of any matter for or against the Merging Entities shall be admissible in evidence in respect of the came matter for or against the Surviving Company.

16. Clarification: The provisions contained In Article 4 `Clause 4 to Clause 15′ above arc without prejudice to the generality of any other provisions In this Scheme, but subject to any provisions in this Scheme to the contrary effect.

17. Name of the Surviving Company:   The name of Johnson and Phillips (Pakistan) Limited, shall stand changed to “Elmetec Johnson and Phillips (Pakistan) Limited” (the Surviving Company) immediately on and from the Effective Date. Any reference to Johnson and Phillips (Pakistan) Limited, in-the die Scheme and in any related document / representation shall be deemed to be a reference to Elmetec Johnson and Phillips (Pakistan) Limited.

Article 5

Article Effective Date

This scheme shall become operative and bind Johnson and Phillips industries (Pakistan) Limited, Johnson and Phillips Emo Pakistan (Private) Limited, Elmetec (Private) Limited and Johnson and Phillips (Pakistan) Limited as soon as certified copy of an order of the Court under section 284 of the Ordinance sanctioning the Scheme and making any necessary provisions under Section -287 of the Ordinance have been filed with the Registrar of Companies, Karachi (“Completion Date”) or as directed by the Court. When the Scheme becomes operative on the (“Completion Date, the Amalgamation in accordance with the Scheme will be treated as having effect from the close of business on such date or at such other date as may be stated by the Court (“Effective Date”). Accordingly, until the Assets and undertaking of the Merging Entities are  actually transferred to and vested in the Surviving Company on the Effective Date, the business of the Merging Entitles will be deemed to have been carried for and on account and for the benefit of the Surviving Company. The reserves including un-appropriated profits/ losses of the Merging Entities as the Effective Date shall constitute and be treated as reserves/ losses of a corresponding nature in the Surviving Company and shall be accounted for on that basic in the books of account of the Surviving Company.

Article 6

Certain Obligations and Representation

1. Upon the Amalgamation, the Surviving Company shall take all necessary and expedient steps to properly and efficiently manage its entire businesses and affairs.

2. Upon the Amalgamation, the Surviving Company shall operate and promote its entire business and affairs in the `normal course.

3. Upon the Amalgamation, the Surviving Company shall undertake, pay, satisfy, discharge, perform and fulfill the Liabilities and Obligations, Contracts, Engagements and Commitments whatsoever of the Merging Entities.

Article 7

Scheme’s Effect

1. The provisions of this Scheme shall be effective and binding by operation of law and shall become effective in terms of Article”5″ above.

2. The Amalgamation in terms of this Scheme shall not: (i) constitute any assignment, transfer, devolution, conveyance, alienation, parting with possession, or other disposition under any law for the time being in force; (II) give rise to any forfeiture; (iii) invalidate or discharge any Contract or Security; and (iv) give rise to any right of first refusal or pre-emptive right that any person may have in respect of any investment made by such person in the Surviving Company.

3. As of the Effective Date, the terms of this Scheme shall be binding on Johnson and Phillips (Pakistan Limited and the Merging Entities and also on all the shareholders of Johnson and Phillips (Pakistan) Limited and the Merging Entities and the Customer and the Creditors of each of the Johnson and Phillips (Pakistan) Limited and the Merging Entities and, on any other person having any Right or Liability in relation to either of them.

Article 8

Consideration and Related Matters

1. In accordance with the Swap Ratio determined by the calculated average of the multiple swap ratios, based on the various valuation methodologies, provided by Ernst and Young, Ford Rhodes Sidat Hyder and Company was discussed and agreed Transferrable Shares calculated on average of multiple swap ratio by the Board of Directors (also referred to as allotment of ordinary shares) shall be issued as provided in Sub clause (2) hereunder.

2. Johnson and Phillips (Pakistan) Limited, shall issue at par and allot 22.06 fully paid up ordinary shares of the face value of PKR 10 each to every Member of Elmetec (Private) Limited for every one paid up ordinary share of the face value of PKR 100 held by him/her on the Effective Date or at such date as may be ordered by the Court. No fractional shares shall be issued and all fractions less than a share may be consolidated into whole shares and shall be disposed of as per direction of the Board of Directors of Johnson and Phillips (Pakistan) Limited. That in terms of the Swap Ratio determined by the Board of Directors and agreed by the Merging Entities and Johnson and Phillips (Pakistan) Limited, no shares shall be issued to the shareholders of Johnson and Phillips Industries (Pakistan) Limited and Johnson and Phillips EMO Pakistan (Private) Limited.

3. That upon issuance of the Agreed Transferrable Shares the paid up share capital of Johnson and Phillips (Pakistan) Limited shall rise to 18,685,972 shares of the face value of PKR 10 each.

4. The Swap Ratio has been determined on the basis of the audited accounts for the June 30, 2008 and as per the recommendations of the Board of Directors in terms of average of multiple Swap Ratios.

5. At least 7 days notice shall be given to the shareholders of the Merging Entitles in the manner provided in the respective Articles of Association of the Merging Entities, on the date fixed by the directors of Johnson and Phillips (Pakistan) Limited by reference to which the registered holders of the ordinary shares of the Merging Entities are to be determined for entitlement to ordinary shares of Johnson and Phillips (Pakistan) Limited. Such notice shall also specify the date by which the shareholders of the Merging Entities holding share certificate of the Merging Entities respectively shall deliver to Johnson and Phillips (Pakistan) Limited for cancellation all share certificates representing ordinary shares in the Merging Entities held by them and such share certificates shall be delivered to Johnson and Phillips (Pakistan) Limited on or before that date.

6. The allotment of the ordinary shares of Johnson and Phillips (Pakistan) limited shall be made by Johnson and Phillips (Pakistan) Limited within 30 days from the date so notified. The share certificates for such shares shall be made ready for delivery as soon as practicable thereafter and notices of their readiness for their delivery shall be given to the shareholders of the Merging Entities. Share certificates not collected within the time specified in any such notice shall be sent by post in prepaid envelopes addressed to the person entitled thereto at their respective registered addresses, In the case of joint shareholders, share certificates may be delivered to or may be sent to the address of that one of the joint holders whose name appears first in respect of such joint holding. Johnson and Phillips (Pakistan) Limited shall not be responsible for loss of the share certificate in such transmission.

7. The ordinary shares of Johnson and Phillips (Pakistan) Limited issued and allotted to the shareholders of the Merging Entities shall, in all respects, rank pari passu with the existing ordinary shares of Johnson and Phillips (Pakistan) Limited and shall be entitled to all dividends declared after the Effective Date.

8. Upon allotment of the Agreed transferrable Shares to the shareholder of the Merging Entities to the extent provided above, all share certificates representing the ordinary shares of each of the Merging Entities shall stand cancelled.

9. Subject to an order of the Court, the Merging Entities shall, without winding up, stand dissolved from date on which all the ordinary shares of the Merging Entities to be allotted by Johnson and Phillips (Pakistan) Limited as above to the shareholders of the Merging Entities have been so allotted.

Article 9

Employees of the Merging Entities

1. On and from the Effective Date, all whole time officers and employees (including workmen,) of the Merging Entities shall become the employees of the Surviving Company at the same level of remuneration and under the same terms and conditions of service, which they were receiving or, as the case may, by which they were governed, immediately before the Effective Date, including those relating to entitlements and benefits arising upon termination of service on the bass of continuation of service.

2. All the funds (whether in the nature of cash, investments or otherwise) (“Funds”) for the employees of the Merging Entities (“the Merging Entities Provident Fund”) held by the trustee(s) of the Merging Entities Provident Fund for the benefit of those the Merging Entities’ Employees who are members and beneficiaries of the Merging Entities Provident Fund (“Member Employees”) shall be transferred to the trustees (“Trustees”) of the relevant Provident Fund Trust for the employees of the Surviving Company (“Elmetec Johnson and Phillips (Pakistan) Limited Provident Fund”). Upon transfer of the Funds, all Member Employees shall become members / beneficiaries of Elmetec Johnson and Phillips (Pakistan) Limited Provident Fund and each Member Employee shall be entitled to have credit in his/her account with Elmetec Johnson and Phillips (Pakistan) Limited Provident Fund equivalent to his/her credit balance standing in his /her respective account with the Merging Entities Provident Fund before the transfer of the Funds. The Member Employees shall have similar rights and benefits under the Elmetec Johnson and Phillips (Pakistan) Limited Provident Fund as enjoyed by other members/beneficiaries of Johnson and Phillips (Pakistan) Limited Provident Fund. The Surviving Company, the trustees and the trustees of the Merging Entitles Provident Fund shall take all necessary steps for procuring transfer of Funds to Provident Fund.

Article 10

General

1. Modifications by the High Court:

This Scheme shall be subject to such modification of conditions, as the Court may deem expedient to impose. The Board of Directors of the Merging Entities may consent to any modifications or additions to this Scheme or to any conditions which the Court may think fit.

2. Headings:

Section headings are not to be considered part of this Scheme, but are solely for convenience of reference, and shall not affect the meaning and Interpretation of this Scheme or any of its provisions.

3. Severability:

If any provision of this Scheme is found to be unlawful and unenforceable by a Competent Court of Law, then to the fullest extent possible, all of the remaining provisions of the Scheme shall remain in full force and effect.

4. Costs and expenses:

All costs, charges and expenses of Johnson and Phillips (Pakistan) Limited and the Merging Entities in respect of the preparation of this Scheme and carrying the same into effect shall be borne by Johnson and Phillips (Pakistan) Limited and the Merging Entitles equally.

Johnson and Phillips (Pakistan) limited Liabilities – Secured

 

Annex- A
June-08 June-09
Sr No. Name of Company Description Value Value
1 Johnson and Phillips (Pakistan) Limited Capital Assets Leasing Corporation 7,824,878 6,739,672
2. Johnson and Phillips Industries (Pakistan) Limited National Development Finance
3. Johnson and Phillips EMO (Private) Limited Nil Nil Nil

 

For more information, contact:
Karachi Stock Exchange
Tel: +9221 111 001 122
Fax: +9221 3241 0825, +9221 3241 5136
Email: info@kse.com.pk
Web: www.kse.com.pk

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