Karachi: Notice is hereby given that the 59th Annual General Meeting of Jubilee General Insurance Company Limited (JGICL) (formerly New Jubilee Insurance Company Limited) will be held on Monday, April 09, 2012 at 10:30 a.m. at the Auditorium, Institute of Chartered Accountants of Pakistan, Chartered Accountants Avenue, Block 8, Clifton, Karachi to transact the following business.
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’ Report thereon.
2. To consider and approve the payment of final cash dividend of 30% (Rs.3.00 per ordinary share of Rs. 10/- each) for the year ended December 31, 2011 as recommended by the Directors of the Company.
3. To appoint Auditors of the Company for the year ending December 31, 2012 and fix their remuneration, The present auditors M/s. Ernst & Young Ford Rhodes Sidat Hyder, Chartered Accountants, being eligible, have offered themselves for reappointment.
4. To approve an increase in the authorized share capital of the Company, and in this connection to pass the following resolution as and by way of a Special Resolution, namely:
“Resolved That the authorized share capital of the Company be and is hereby increased to Rs. 1,500,000,000 by the creation of 50,000,000 ordinary shares of Rs. 10 each, such new shares to rank pari passu in all respects with the existing ordinary shares in the capital of the Company.
Resolved Further That the Memorandum of Association of the Company be and is hereby altered by substituting for the existing Article V by the following new Article V, namely:
“V. The authorized capital of the Company is Rs. 1,500,000,000 divided into 150,000,000 ordinary shares of Rs. 10 each.”
5. To consider and if thought fit to capitalize a sum of Rs. 197,744,270 out of the unappropriated profits/reserves of the Company for the issuance of 19,774,427 bonus shares in the proportion of 1 (One) ordinary share for every 5 (Five) ordinary shares held by the Members of the Company as at the close of business on March 29, 2012.
Attached to this notice of meeting being sent to the members is a statement under Section 160 (1) (b) of the Companies Ordinance 1984 setting forth:
(a) All material facts concerning the resolutions contained in item no. 4 and 5 of the notice.
(b) Status of previous approvals or investments in associated Companies.
1. The Individual Members who have not yet submitted photocopy of their valid Computerized National Identity Card (CNIC) and the Corporate Members who have not yet submitted photocopy of their valid National Tax Number Certificate (NTN) to the Company are once again requested to send the same with the Folio Number at the earliest directly to Company’s Share Registrar, THK Associates (Private) Limited, Ground Floor, State Life Building No. 3, Dr. Ziauddin Ahmed Road, Karachi. Reference is also made to the Securities and Exchange Commission of Pakistan (SECP) notification dated August 18, 2011, SRO 779 (I) 2011, which mandates that the dividend warrants should bear CNIC number or the Individual Member or the authorized person, except in case of minor (s) and National Tax Number (NTN) of Corporate Members.
2. The Share Transfer Books of the Company will be closed for the purpose of determining the entitlement for the payment of final cash dividend and for the issuance of bonus shares from March 30, 2012 to April 09, 2012 (both days inclusive). Transfer received at THK Associates (Pvt) Ltd, Ground Floor, State Life Building No. 3, Dr. Ziauddin Ahmed Road, Karachi at the close of business on March 29, 2012 will be treated in time for the purpose of Cash Dividend and Bonus Shares entitlement to the transferees.
3. A member entitled to attend and vote at the Meeting may appoint another member as his/her proxy to attend, speak and vote at the Meeting on his/her behalf. The proxy forms must be deposited at the Registered Office of the Company not later than 48 hours before the time of the Meeting.
4. For attending the Meeting and Appointing Proxies, CDC Account Holders will further have to follow the guidelines as laid down in Circular No. 1 of 2000 dated January 26, 2000 issued by the Securities and Exchange Commission of Pakistan.
5. Members are requested to immediately inform the Company of any change in their addresses.
Statement U/S 160 (1) (b) of the Companies Ordinance, 1984
This statement sets out the material facts concerning “Special Business” to be transacted at the 59th Annual General Meeting of the Company to be held on Monday, April 09, 2012.
a (i) Increase in the Authorized capital of the Company – Item # 4
The Company presently has an authorized share capital of Rs. 1,000,000,000 divided into 100,000,000 ordinary shares of Rs. 10 each of which 98,872,134 ordinary shares are fully subscribed issued and paid up.
In order to facilitate further increase in the paid up capital, the Board or Directors of the Company has recommended that the authorized share capital of the Company should be raised from Rs. 1,000,000,000 divided into 100,000,000 ordinary shares of Rs. 10 each to Rs. 1,500,000,000 divided into 150,000,000 ordinary shares or Rs. 10 each by the creation of a further 50,000,000 ordinary shares of Rs. 10 each, for this purpose the Board of Directors has also recommended that the resolution set forth at item No. 4 under the heading of special business of the notice convening the Annual General Meeting of the Company should be passed as a Special Resolution.
(ii) Capitalization out of the company’s unappropriated profit / reserves – Item # 5
The Directors of the Company are of the view that the Company’s financial position justifies the capitalization of a sum of Rs. 197,744,270 out of the Company’s unappropriated profits/reserves enabling the issuance of 19,774,427 fully paid bonus shares of Rs. 10 each. These shares shall be issued to Members whose names appear in the Register of Members at the close of business on March 29, 2012. The bonus shares shall be issued in the proportion of 1 (One) share for every 5 (Five) shares held by a Member. After the issuance of these bonus shares, the paid up capital of the Company would increase from Rs. 988,721,340 to Rs. 1,186,465,610. Accordingly, it is proposed to pass the following resolutions, namely;
Resolved That a sum of Rs. 197,744,270 out of the unappropriated profits/reserves or the Company be capitalized and applied for the issue of 19,774,427 ordinary shares of Rs.10 each and that the said shares be allotted as fully paid bonus shares to those Members of the Company whose names appear in the Register of Members of the Company as at the close of business on March 29, 2012 in the proportion of 1 (One) bonus share for every 5 (Five) shares held by the entitled Members, and that such bonus shares shall rank pari passu as regards future dividends and in all other respects with the existing ordinary shares of the Company.
Resolved Further That in the event of any Member becoming entitled to a fraction of a share, the Directors be and are hereby authorized to consolidate all such fractions and sell the shares so constituted on the Stock Market and to pay the net proceeds thereof to a charitable organization designated by the Directors.
Resolved Further That for the purpose of giving effect to the above resolutions, the Managing Director be and is hereby authorized to take all necessary actions and do all acts, deeds and things and to settle any question or difficulties that may arise in regard to the allotment and the distribution of the said bonus shares as he thinks fit.
The Directors of the Company are not directly or indirectly, personally interested in this business except to the extent of their respective shareholdings in the Company.
(b) Status of previous approvals for investments in associated companies
As required under the clause 4 (2) of the SRO No. 27(1)/2012 dated January 16, 2012, the status of the following investments in associated companies against approvals obtained by the Company in Extraordinary General Meeting of January 04, 2008 is as under:
(i) International Industries Limited
Approval was given by the shareholders for investment of Rs. 200 million in the ordinary shares against which a sum of Rs. 69.64 million was invested. The International Industries Limited ceases to be an associated company w.e.f. August 11, 2011 after resignation of the common Director from the Board of this company and as such we are not required to provide the status of investment in this company in future.
(ii) Habib Bank Limited
Approval was given by the shareholders in respect of investment of Rs. 200 million in the ordinary shares against which a sum of Rs.180.86 million has been invested. The company will consider further investment at a suitable time on availability of shares at a favorable price and after taking into consideration the latest financial position of the investee Company.
Material changes in financial statements of this company since date of the resolution passed for approval in investment are as follows:
Break up value of Rs. 84.79
shares on the basis
of last published
|Yearly basis earning||2008||Rs. 13.20|
|per share of investee||2009||Rs. 13.50|
For more information, Contact:
Jubilee General Insurance Company Limited
2nd Floor, Jubilee Insurance House,
I. I. Chundrigar Road,
P. O. Box 4795 Karachi-74000 Pakistan
Tel No: 32416022-26
Fax No: 32416728-32438738,