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Karachi, June 14, 2012 (PPI-OT): Notice is hereby given that the Extra Ordinary General Meeting of the Company will be held on Friday July 06, 2012 at 08:00 a.m. at the registered office of the company situated at 1st floor Block # 02, Hockey Club of Pakistan Stadium Liaquat Barracks Karachi (Parking Area) for transacting the following business.
Ordinary Business
1. To confirm the minutes of the annual general meeting held on January 31st 2012.
2. To consider and if thought fit, approve the voluntary delisting of Bawany Sugar Mills Limited (BAWS), from the Karachi Stock Exchange (Guarantee) Limited mid Lahore, Stock Exchange (Guarantee) Limited by passing the following special resolution with or without any modification:
Resolved that, “the company be voluntarily de-listed from the Karachi and Lahore Stock Exchanges.”
Further Resolved that, “the purchase price per share `will be Rs.10.75, which has been, approved by the stock exchanges.”
Further resolved that, “Khawaja Mustafa Zulqarnain Majid Chief Executive Officer and Mr. Imran Hameed Company Secretary are/is authorized singly to take necessary steps and execute’ all documents in relation to the de-listing of the company in compliance with Karachi Stock Exchange and Lahore Stock Exchange”.
3. To transact any other business with the permission of the chair.
Notes:
1. The shares transfer books of the company will remain close from June29, 2012 to July 06, 2012 (both day inclusive).
2. A member entitles to attended and vote at this meeting may appoint another member as his/her behalf. Proxies, in order to be effective, must be received by the company not less than 48 hours before the meeting.
3. The share holders are requested to notify any change in their address immediately.
4. Kindly quote your folio number in all correspondences with the company.
Statement of Material Facts Under Section 160(1)(b) of the Companies Ordinance 1984 Delisting from Stock Exchanges
The Board of the Directors of Bawany Sugar Mills Limited (“the Company”) in their meeting held on May 11,2012 recommended with their approval to voluntary de-list the company from Karachi Stock Exchange (Guarantee) Limited and Lahore Stock Exchange (Guarantee) Limited. The Sponsors / majority share holder Khawaja Mustafa Zulqarnain Majid and Khawaja Anver Majid had given their consent to purchase 2,647,913 ordinary shares at a revised price of Rs.10.75 per share, Further in the view of the directors, the following are the main reasons for de-listing of Bawany Sugar Mills Limited.
Reasons of De-Listing
1. Financial Position
The Company is suffering losses of over Rs. 1,110.41 Million and is not in a position to earn profit in its business operations to meet its obligations. As per annual audited financial statements for the year ended on Sep 30, 2011. The accumulated losses of Rs, 1,110.41 Millions as against paid up capital of Rs.87, 245,910 i.e. the shareholders equity has fully eroded and has become negative by Rs. (1,020.66) Million.
2. Share Holding
The sponsors hold about 69.35% shares of the company the General public holds about 30.35% of total paid up of the capital of the company.
3. Dividend
Due to accumulated losses and deteriorate financial position, the company is not in a. position in any dividend to its shares holders in near future,
4. Interest of the Director
The interest of the directors in above transaction is limited to their shareholding only.
For more information, contact:
Bawany Sugar Mills Limited
1st Floor, Block-2,
Hockey Club of Pakistan Stadium,
Karaci-75350, Pakistan
UAN: 92-21 111-600-447
Ph: 92-21 35657781-6, 92-21 35655131-4
Fax: 92-21 35680533