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28 November 2025
Author: Asif S Kasbati (FCA, FCMA & LLB)
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A. Background (BG)
This refers to the related Important COQC 607 of 5.5.23 in trail, blue, italic and double line about Mergers & Amalgamations: SECP issues Guidelines
B. Updated Commentary
Further to KQU 3645 dated 11.11.25, being an Important matter, we would inform you about FAQs on Mergers & Amalgamations (Attachment 659.
| S No. | Contents | Page No. |
| FAQs on Mergers & Amalgamations | ||
| 1 | What is a merger? | 2 |
| 2 | What is the SECP regulatory framework governing mergers? | 2 |
| 3 | What is a Scheme of Arrangement? | 2 |
| 4 | What are the contents of Scheme of Arrangement? | 3 |
| 5 | Merger of which companies does not fall under the SECP framework? | 3 |
| 6 | Which merger cases are to be filed in the Courts? | 4 |
| 7 | Which merger cases are to be filed with SECP directly? | 4 |
| 8 | How much fee is required to be paid with a merger application? | 4 |
| 9 | What is the general process of a merger application? | 4 |
| 10 | What is the role of SECP in merger cases filed in Court? | 5 |
| 11 | While applying to the Commission, what are the documents required to be submitted with Scheme? | 6 |
| 12 | Is No Objection Certificate from the Competition Commission of Pakistan (CCP) required? | 7 |
| 13 | Is Creditors’ approval mandatory? | 7 |
| 14 | Is Members’/Shareholders’ approval mandatory? | 7 |
| 15 | When is supplemental audited financial statement required? /How recent must the audited financial statements be? | 7 |
| 16 | What is the format of Chairperson’s report? | 8 |
| 17 | What is swap ratio? | 8 |
| 18 | Is Pakistan Stock Exchange required to be informed about the scheme of arrangement? | 8 |
| 19 | Who can file a scheme of amalgamation under section 284? | 9 |
| 20 | What documents are required to be submitted with the Scheme of amalgamation under section 284? | 9 |
| FAQs on Winding up & Revival | ||
| 1 | What are the modes through which a company may be dissolved under the Companies Act, 2017? | 10 |
| 2 | What is the meaning of the term ‘Winding up’? | 10 |
| 3 | Who can file an application to the Court for winding up of a company in Pakistan? | 10 |
| 4 | If a Company is under Winding Up, does it mean it has ceased to exist? | 11 |
| 5 | What is the Stance of the Honourable Courts with respect to the revival of a company under winding p? | 11 |
| 6 | Can revival be sought after the Commission has sanctioned winding up? | 11 |
| 7 | Can a company under winding up initiate a revival process? | 12 |
| 8 | Can a company be revived if the winding up of the Company has been ordered and liquidator appointed? | 12 |
| 9 | If the Company has been dissolved, can a company approach to the Court for its revival? | 12 |
| 10 | Is an application for revival of a Company in line with the precedents set by the Hon’ble Courts? | 12 |
| 11 | What is a revival plan and who can submit it? | 13 |
| 12 | Is the SECP empowered to consider revival of companies under winding up? | 13 |
| 13 | How does the SECP evaluate a revival application? | 14 |
| 14 | Is court approval required for revival of a company already under court-ordered winding up? | 14 |
| 15 | Can the Commission halt or reverse Winding up proceedings on its own? | 14 |
| 16 | How can a company apply for revival to the Commission? | 14 |
| 17 | Is there any specific format/form for the filing of revival application before the Commission? | 15 |
| 18 | What is the fees for the filing of revival application before the Commission? | 15 |
| 19 | Does filing a revival application automatically stop winding up proceedings? | 15 |
| 20 | Can a defunct company be dissolved without going through full winding up proceedings? | 16 |
| 21 | What is the process if the Registrar decides to strike off a defunct company on its own? | 16 |
| 22 | How does a company apply for an Easy Exit under Section 426 of the Companies Act, 2017? | 16 |
| 23 | What if a creditor or member disagrees with the company being struck off? | 17 |
| 24 | What is the difference between striking off and winding up of a company? | 17 |
| 25 | How is liquidation different from dissolution? | 17 |
| 26 | What is meant by restructuring of a company? | 17 |
| 27 | How do you define a corporate restructuring company? | 17 |
| 28 | How can a company approach for rehabilitation of its distressed business? | 18 |
C. Further Details & Services
Should you require any clarification or explanations in respect of the above or otherwise, please feel free to email Mr Amsal at amsal@kasbati.co with CC to info.kasbati@professional-
Best regards for Here & Hereafter
Asif S Kasbati (FCA, FCMA & LLB)
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