Karachi: Please find enclosed herewith Notice of Annual General Meeting of Dawood Lawrencepur Limited (DLL) along with Statement under Section 160 (1) (b) of the Companies Ordinance, 1984 scheduled to be held on Monday, April 23, 2012, the same is being released to the press for publication.
Notice of Annual General Meeting
Notice is hereby given that the Sixty Second Annual General Meeting of Dawood Lawrencepur Limited will be held at Karachi Marriot Hotel, 9, Abdullah Haroon Road, Karachi at 1130 hours on Monday, April 23, 2012, to transact the following business after recitation from the Holy Quran:
1. To receive, consider and adopt the Audited Accounts of the Company for the year ended December 31, 2011 together with the Auditors’ and Directors’ Reports thereon.
2. To consider and, if thought fit, approve payment of final cash dividend at the rate of Rs. 1/-per ordinary share of Rs. 10/- each (10%) for the year ended December 31, 2011 as recommended by the Board of Directors.
3. To appoint the Auditors for the year ending December 31, 2012 and to fix their remuneration. The retiring Auditors, Messrs M. Yousuf Adil Saleem and Company, being eligible, offer themselves for re-appointment.
To consider and if thought fit, pass with or without modification (s) the following resolutions as special resolutions for alteration of the Object Clause III of the Memorandum of Association of the Company:
Resolved that subject to the confirmation by the Securities and Exchange Commission of Pakistan (the “SECP”), the Clause III of the Memorandum of Association of the Company be and is hereby altered as under:
(i) The existing sub-clause (22) and sub-clause (57) be omitted and replaced with the following new sub-clause:
(22) To invest any of the moneys and funds of the Company from time to time in government securities or in securities guaranteed by any government or in debentures or other securities guaranteed by any government or in debentures or other securities for money issued by or on behalf of any municipal body or of any corporate body or in any shares or securities of any company (including any associate company(ies), subsidiaries or undertaking with whom this company has relationship or assistance) as may from time to time be determined by the directors or in the mortgage of immovable properties whether freehold or leasehold or of any other tenure or on the pledge of movable property as the directors may from time to time determine in their fixed deposits or by way of loans,
On interest in any bank or with any firms companies, or banks, including the (Agents of the Company) or in such other securities as may from time to time be determined by the directors and from time to time sell or vary all such investments as to execute all assignments, transfer receipts and documents that may be necessary in that behalf.
(57) To enter into any partnerships or into any arrangement to acquire majority or minority equity stake or management control of any company doing any business or trade which is (a) compatible with the objectives of the Company; or (b) related to alternative / renewable energy, which alternative / renewable energy business shall include but not be limited to (i) representing international brands, carrying out manufacturing, sales and distribution of alternative / renewable energy products; (ii) entering into partnerships or joint ventures with international firms, local manufacturers and technology providers with group companies or other sales / distribution companies; (iii) providing after sales and other services in respect of alternative / renewable energy products; and (iv) exploring any potential investments with private equity / venture capital funds for the purposes of making investment in local and / or international alternative/ renewable energy ventures.
The Company shall be free to enter into the businesses mentioned herein through negotiation, bargaining, auction, stock exchange transaction or participation in Government Privatization program etc. and take all necessary or proper steps with the approval of the Government of Pakistan where required, with any provincial government or any foreign government or public authority, local municipal or otherwise or with any corporation or private persons or all or any of these purposes of directly or indirectly, for sharing profits, union of interests, co-operation, joint ventures, reciprocal concessions, or otherwise with any individual, form, co-operative or other company, associate, affiliate, association, corporate body research and education institutions, affiliates, Government or local authority or other legal entity whether national or not as may be necessary or expedient for the purposes of carrying on the business of the Company.
(ii) A new sub-clause (59) be added:
(59) Subject to applicable law, the Company may (a) lend and advance money or give credit to any person or company (including its subsidiaries and affiliates); (b) issue/obtain the guarantee of repayment of any finance or debt or performance of any contract, obligations or promise or stand surety in respect thereof for any associated company, subsidiary or undertaking with whom this Company has relationship or assistance for mutual advantage and benefit and which may be conducive and/or incidental to the promotion or advancement of the business and operation of the Company; (c) guarantee and give guarantees or indemnities or other similar commitments for the payment of money or the performance of contracts or obligations by any person or company (including its subsidiaries and affiliate companies);
(d) secure or undertake the repayment of money lent or advanced to or the liabilities incurred by any person or company; (e) issue corporate guarantees in favour of associated companies or subsidiaries or create any mortgage, hypothecation or floating charge or lien on all or any of the assets and properties of the Company for the purposes of securing obligations of any person including its associated companies or subsidiaries; and (f) otherwise assist any person or company.
(iii) After the existing sub-clause (16), the follow rig new sub-clause (16A) is added:
(16A) To enter into any arrangements or contracts with any government or authority, supreme, municipal, local, international or otherwise, that may seem conducive to the Company’s objects or any one of them, and to obtain from such institution, loans, credit and financial facilities in local and/or foreign currency from banks and other financial institutions operating in Pakistan and abroad, and subject to necessary approval from the Government of Pakistan, to secure foreign equity and technical collaboration financing from international sources, proceeds of which are to be used for the development, ownership and construction, operation and maintenance, any rights, authority, privileges and options, concessions and licenses, and to carry out, exercise or comply with any such arrangements, agreements, rights privileges, concessions and licenses, and to procure the Company to he registered or recognized in any part of the world.
Further Resolved that a petition be filed with the SECP under Section 21 of the Companies Ordinance, 1984 and the Chief Executive Officer and the Company Secretary be and are hereby jointly and severally authorized to undertake all such actions and to do all such things for and on behalf of the Company including all requisite legal and corporate formalities for effectuating the alteration of the Memorandum of Association.”
1. The register of members of the Company will remain closed and no transfer of shares will be accepted for registration from Monday April 16, 2012 to Monday, April 23, 2012 (both days inclusive). Transfers received in order at the office of the Company’s Share Registrar, M/s. C and K Management Associates (Private) Limited, 404-Trade Tower, Abdullah Haroon Road, Near Metropole Hotel, Karachi by the close of business (1600 hours) on Friday, April 13, 2012 will be treated in time for the purpose of attending the Annual General Meeting.
2. All Members of the Company are entitled to attend the Meeting and vote there at in person or through Proxy. A Proxy, duly appointed, shall have such rights in respect to speaking and voting at the Meeting as are available to a Member. The proxies shall produce their original CNICs or original Passport at the time of the Meeting.
3. A Member of the Company may appoint another Member as his/her Proxy to attend and vote instead of him/her. A Corporation being a Member may appoint any person, whether or not a Member of the Company, as its Proxy. In the case of corporate entities, the Board of Directors’ Resolution / Power of Attorney with specimen signature of the person nominated to represent and vote on behalf of the corporate entity, unless provided earlier, shall be submitted to the Company along with the Proxy Form.
4. Members who have deposited their shares into Central Depository Company of Pakistan Limited (“CDC”) will further have to follow the under mentioned guidelines as laid down by the Securities and Exchange Commission of Pakistan.
A. For Attending the Meeting
a. In case of Individuals, the account holder and/or sub-account holder whose registration details are uploaded as per the CDC Regulations, shall authenticate his/her identity by showing his/her original CNIC or, original Passport at the time of attending the Meeting.
b. In case of corporate entity, the Board’s Resolution / Power of attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the time of the Meeting.
B. For Appointing Proxies
a. In case of individuals, the account holder and/or sub-account holder whose registration details are uploaded as per the CDC Regulations, shall submit the Proxy Form as per above requirements.
b. The proxy form shall be witnessed by two persons, whose names, addresses and CNIC numbers shall be mentioned on the form.
c. Attested copies of the CNIC or the passport of beneficial owners and the proxy shall be furnished with the Proxy Form.
d. The proxy shall produce his / her original CNIC or original passport at the time of the Meeting.
e. In case of corporate entity, the Board’s Resolution / Power of Attorney with specimen signature shall be furnished (unless it has been provided earlier) along with Proxy Form to the Company.
5. In order to be effective, Proxy Forms, duly Filled and signed, must be received at the Company’s Registered Office, not less than forty eight (48) hours before the Meeting. A blank Proxy Form is Attached herewith
Statement of Material Facts Under Section 160 (1) (b) of the Companies Ordinance, 1984 Relating to the Special Business to be Transacted at the Annual General Meeting Scheduled to be Held on April 23, 2012
Alteration of Memorandum of Association
The Board’ of Directors of the Company has approved and recommended alteration in the Object Clause III of the Memorandum of Association of the Company to include therein the provision of security support and guarantees on behalf of associated companies and subsidiaries, to enlarge the scope of sub-clauses empowering the Company to invest funds n securities of associated companies and subsidiaries and to make investments in renewable energy projects as minority or majority partners etc. The proposed amendments will enlarge the scope of the object clause by allowing the Company to carry on the business not being the business specified in its existing Memorandum of Association.
The directors have no direct or indirect interest in the above said special business save their shareholding in the Company.
For more information, contact:
Dawood Lawrencepur Limited
Karachi Dawood Centre,
M. T. Khan Road. Karatchi-75530,
Tel: (92-21) 35588001-16
Fax: (92-21) 35633970