Karachi, November 30, 2012 (PPI-OT): Enclosed find copy of the Notice of Extra Ordinary General Meeting to be held on December 22, 2012 for circulation amongst your members
Notice of Extra Ordinary General Meeting
Notice is hereby given that an Extra Ordinary General Meeting of the Members of the Company will be held at B-4/A, SITE, Karachi, on Saturday, December 22, 2012 at 10:00 a.m. to transact the following businesses:
1. To elect seven (7) directors as fixed by the Board of Directors in accordance with the provisions of Section 178 (1) of the Companies Ordinance, 1984 for a period of three years commencing December 23, 2012.
The following are the retiring Directors:
Mr. Abdul Rahman Yaqub
Mr. Jonathan R. Simon
Mr. Perwez Ahmed
Mr. Sheikh Zafar Ahmed
Mr. Jawed Yunus Tabba
Mr. Khaleequr Rahman
Mr. Shabbir Ahmed
The Scheme of Arrangement (Scheme) dated November 14, 2011 seeking merger of specific segments of assets, undertakings and business of Feroze Textile Industries (Private) Limited with and into the Company which has been sanctioned by the High Court of Sindh on September 24, 2012 requires that fresh election of directors of the Company be held within 90 (ninety) days of the sanction of the Scheme. In view of the said provision of the Scheme the directors elected from April 01, 2011 would stand retired on December 22, 2012.
2. To transact any other business with the permission of the Chair.
1. The Share Transfer Books of the Company will remain closed from Saturday, December 15, 2012 to Saturday, December 22, 2012 (both days inclusive). Transfers received in order by our Shares Registrar at the close of business on Friday, December 14, 2012 will be considered in time to attend and vote at the meeting.
2. Any person who seeks to amongst the election of directors shall file with the Company at its registered office not later than fourteen days before the day of the above said meeting notice of Ms/ her intention to offer himself/ herself for the election of directors in terms of section 178(3) of the Companies Ordinance, 1984 together with (a) consent in Form 23, (b) a declaration as required under the Code of Corporate Governance and (c) a profile of himself/herself.
3. All members are entitled to attend and vote at the meeting.
1. A member of the Company entitled to attend and vote at this meeting may appoint a proxy to attend, speak and vote instead of him/her. A proxy must be a member of the Company. An instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a copy certified – by notary public of such power of authority must, to be valid, be received at the Registered Office of the Company or at the Office of the Share Registrar not later than forty eight hours before the time appointed for the Meeting. A member shall not be entitled It appoint more than one proxy.
If a Member appoints more than one proxy and more than one instrument, of proxy are deposited by a member with the Company, all such instruments shall be rendered invalid. The proxy shall produce his/her original National Identity Card or Passport to prove his/her identity.
5. Members are requested to notify any change in their address immediately.
6. Members should quote their Polio Number/CDC Investor Account Number in all correspondence and at the time of attending the Meeting.
Securities and Exchange Commission of Pakistan (SECP) vide notifications dated August 18, 2011 and July 05, 2012 made it mandatory that dividend warrants should bear CNIC number of the registered members, therefore, members who have not yet submitted photocopy of their valid Computerized National Identity Cards to the Company are requested to send the same at the earliest to enable the Company to comply with relevant laws. Failure to provide the same would constrained the Company to without dispatch of dividend warrants.
8. As directed by SECP vide Circular No.18 of 2012 dated August 18, 2012, we already given opportunity to shareholders to authorize the Company to directly credit in his/their bank account with cash dividend, if any, declared by the Company in future. If you still wish that the cash dividend, if declared by the Company be directly credited into your basic account, instead of issuing a dividend warrant, please provide the relevant details.
Guidelines For CDC Account Holders Issued By Securities and Exchange Commission of Pakistan
For personal attendance:
i. In case of individuals, the account holder or sub-account holder and/or the person whose securities are in group account: and their registration details are uploaded as per the Regulations, shall authenticate his/her identity by showing his/her original National Identity Card at the time of attending the meeting.
ii. In case of corporate entity, the Board of Directors’ 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.
For appointing proxy
(i) In case of individuals, the account holder or sub-account holder and/or the person whose securities are in group account and their registration details are uploaded as per the Regulations, shall submit the proxy form as per the above requirement.
(ii) The proxy must be witnessed by two persons whose names, addresses and Computerized National Identify Card (CNIC) numbers shall be mentioned on the form.
(iii) Attested copies of CNIC or the passport of the beneficial owners and of 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 case of corporate entity, the Board of Directors’ resolution/power of attorney with specimen signature shall be submitted (unless it has been provided earlier) along with proxy form to the Company.
For more information, contact:
Feroze 1888 Mills Limited
B-4/A, S.I.T.E., Karachi- 75700