ABS and Co advised the Orient Group of Companies on a comprehensive internal restructuring implemented through a composite Scheme of Arrangement under sections 279 to 283 of the Companies Act, 2017. The mandate involved structuring and documenting multi entity share swaps, buyback and cancellation of shares, division and vesting of movable and immovable assets, and the consolidation and transfer of trademark ownership into a dedicated holding company within the group.
Our work included advising on regulatory strategy, addressing creditor and stakeholder considerations, preparing explanatory statements, and coordinating board and shareholder approvals across multiple entities. We also led the preparation and filing of court documentation and managed the proceedings culminating in the sanction of the Scheme by the Lahore High Court.
The transaction required careful sequencing of corporate actions, alignment of commercial objectives with statutory requirements, and mitigation of potential creditor and minority shareholder risks. The successful implementation of the Scheme has enabled the Group to streamline its corporate structure, centralise intellectual property ownership, and enhance governance efficiency within the holding framework.
The matter was led by Partner Samar Masood, with support from Associates Ena Murakami and Ryena Kehra.
