Karachi: Enclosed please find a copy of the notice of Extraordinary General Meeting to be held on April 10, 2012 at 09:30 a.m., at the registered office of the Company i.e. Dadex House, 34-A/I, P.E.C.H.S., Block-6, Shahrah-e-Faisal, Karachi, for circulation amongst members.
Notice of Extraordinary General Meeting
Notice is Hereby Given that an Extraordinary General Meeting of Dadex Eternit Limited (the “Company”) shall be held on Tuesday, April 10, 2012 at 09:30 a.m. at Dadex House, 34-A/1,Block-6, P.E.C.H.S. Shahrah-e-Faisal, Karachi, to transact the following business:
1. To consider and if thought fit to pass the following resolution as a special resolution, with or without any modification, for substituting Article 76 of the Articles of Association of the Company.
Article 76 of the Articles of Association of the Company be and is hereby substituted to read as follows:
“The Company shall have seven (7) elected Directors,”
(Statement of material facts covering the above-mentioned Special Business, as required under
Section 160 (1) (b) of the Companies Ordinance, 1984, is given below.)
Statement of Material Facts under Section 160 (1) (b) of the Companies Ordinance, 1984 Regarding the Special Business
It is proposed to restructure the Company’s Board of Directors so as to reduce the number of directors from ton (10) to seven (7). The wording of Article 76 of the Articles of Association of the Company at present is as follows:
“The Directors of the Company shall not be less than seven and not more than twelve excluding Debenture Directors (if any)”. The proposed amendment shall fix the number of elected directors of the Company to 7. The present strength of the Board is 7 following the casual vacancies caused by the resignation of three (3) nominee directors of JS group following the exit of the JS group from the Company. The necessary and applicable approval and clearance have been obtained from the SECP and the Karachi Stock Exchange.
It is the considered view of the management and Board of Directors of the Company that it is in the interests of the Company and its shareholders to reduce the number of Directors from 10 to 7 as such a large Board is not required. It is further submitted that the affairs of the Company can be efficiently and properly managed by a Board consisting of 7 Directors. Accordingly, the Shareholders of the Company by way of a special resolution are requested to approve an alteration to Article 76 of the Articles of Association of the Company so that the number of Directors shall be fixed at 7. As a consequence of this amendment to the Articles, the Board will stand reduced to 7 Directors.
The Register of Members and the Share transfer Books of the Company shall remain closed from April 3, 2012 to April 10, 2012 (both days Inclusive), Transfers received in order at the office of our Share Registrar, M/s. Gangjees Registrar Services (Private) Limited, 516, Clifton Centre, Khayaban-e-Roomi, Block-5, Clifton, Karachi-75600 by the close of business hours on April 2, 2012 will be treated in time for incorporating the change in the Register of Members as on April 3, 2012.
2. Entitlement to attend, participate and vote at the Extraordinary General Meeting will be according to the Register of Members as on April 3, 2012.
3. A member of the Company entitled to attend and vote may appoint another member as his/ her proxy to attend, speak and vote for him/her. An instrument of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must, to be valid, be deposited at the Registered Office of the Company not less than 48 hours before the time of the Meeting.
4. An instrument of the proxy applicable for the Meeting, in which a Member can direct the proxy how he/ she wishes the proxy to vote, is being provided with the notice sent to Members, Further copies of the instrument of proxy may be obtained from the Registered Office of the Company during normal office hours.
5. Members who have not yet submitted photocopy of their Computerized National Identity Cards (CNIC) are requested to send the same to our Share Registrar as mentioned above at the earliest.
6. CDC Account Holders will further have to follow the under-mentioned guidelines as laid down in Circular 1 dated January 26, 2000, issued by the Securities and Exchange Commission of Pakistan.
A. For Attending the Meeting:
i. In the case of individuals, the account holder or sub-account holder whose securities and registration details are uploaded as per the Regulations, shall authenticate his/ her identity by showing his original CNIC or original passport at the time of attending the meeting.
ii. In the case of a corporate entity, the Board of Directors’ resolution/ power of attorney with the specimen signature of the nominee shall be produced (unless It has been provided earlier) at the time of attending the meeting.
B. For Appointing Proxies:
In the case of individuals, the account holder or sub-account holder whose securities and registration details are uploaded as per the Regulations, shall submit the proxy form as per the above requirement.
ii. The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form.
iii. Attested copies of the CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.
iv. The proxy shall produce his/ her original CNIC or original passport at the time of the meeting.
v. In the case of a corporate entity, the Board of Directors resolution/ power of attorney with the specimen signature shall be submitted (unless it has been provided earlier) along with the proxy form to the Company.
7. Transport will be available for members at 08:30 a.m., sharp outside the premises of Karachi Stock Exchange Building to bring them to the venue of the meeting.
For more information, Contact:
Dadex Eternit Limited
Dadex House 34-A/1 Block 6,
P.E.C.H.S Shahrah-e-Faisal, Karachi 75400
Tel: 92-21 111 000 789
Fax: 92-21 34315716