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Karachi, June 07, 2013 (PPI-OT): Enclosed please find a copy of the Notice of the Extraordinary General Meeting to be held on June 20, 2013 for circulation amongst your members.
Notice of Extraordinary General Meeting
Notice is hereby given that the Extraordinary General Meeting of the shareholders of FATIMA FERTILIZER COMPANY LIMITED (the ‘Company’ of ‘FATIMA’) will be held on Saturday June 29, 2013 at 10:30 a.m. at Royal Palm Golf and Country Club, 52-Canal Bank Road Lahore, to transact the following business:
Ordinary Business
1. To confirm minutes of the Annual General Meeting held on March 30, 2013.
Special Business
2. To consider and approve loan investment up-to an aggregate amount of PKR 3.00 Billion in associated company namely Pakarab Fertilizers Limited over a 5 year period in compliance with the provisions of section 208 of the Companies Ordinance, 1984 and Companies (Investment in Associated Companies or Associated Undertakings). Regulations, 2012 and to pass the following Special Resolution(s) with or without modification(s).
“Resolved that the Company be and is hereby authorized to provide a loan of up-to an aggregate amount of PKR 3.00 Billion to Pakarab Fertilizers Limited (PFL). an associated company, over a 5 year period in accordance with the requirements of section 208 of the Companies Ordinance 1984 and Companies (investment in Associated Undertakings) regulations, 2012.
Resolved further that any director, CFO and secretary of the Company be an are each hereby authorized singly to take all steps necessary in this regards and to do all such acts, deeds and things as many be required to give effect to aforesaid resolution including but not limited to negotiating and executing any necessary agreements/ documents and any ancillary matters thereto”.
Other Business
3. To transact any other business with the permission of the Chair.
A statement under Section 160(1)(b) of the Companies Ordinance 1984 setting out the material facts concerning the special business is annexed herewith.
Notes:
1. The Share Transfer Books of the Company will remain closed from June 22, 2013 to June 29, 2013 (both days inclusive). Transfer received in order at the office of our Share Registrar/ Transfer Agent, Central Depository Company of Pakistan Limited by the close of business on June 21, 2013 will be treated in time for the aforesaid purpose.
2. A member entitled to attend and vote may appoint another member as his/ her proxy to attend and vote instead of him/ her.
3. An individual beneficial owner of share from CDC must bring his/ her original CNIC or Passport, Account and Participants I.D. numbers to prove his/ her identity. A representative of corporate members from CDC, must bring the Board of Directors Resolution and/ or Power of Attorney and the specimen signature of the nominee.
4. The members are requested to notify change in their address, if any, at our Share Registrar/ Transfer Agent M/S. Central Depository Company of Pakistan Limited, CDC House 99-B, Block “B” S.M.C.H.S Main Shahrah-e-Faisal Karachi-74400.
Statement under section 160(1)(b) of the Companies Ordinance, 1984
Item 2 of the Agenda:
As per the disclosure requirement of Para 4(1) of the S.R.O 27(1)/2012 dated January 16, 2012, it is informed that the following directors of the Company are also the directors in the investee company and the following relatives of the directors are also the shareholders of the investee company, however, the directors/ relatives have no direct or indirect interest except to the extend of shareholding in the investee company.
Directors Relatives
1) Mr. Arif Habib 1) Mrs. Zetun Arif
2) Mr. Fawad Ahmed Mukhtar 2) Mrs. Ambreen Fawad
3) Mr. Fazal Ahmed Sheikh 3) Ms. Meraj Fatima
4) Mr. Faisal Ahmed Mukhtar
5) Mr. Muhammad Kashif Habib
The Directors have carried out the required due diligence for the purpose of extending this loan.
The information required under S.R.O.27(1)/2012 is provided below:
Sr.
NO Description Information Required
(01) Name of investee company or associated Pakarab Fertilizers Limited due to common directorship
undertaking along with criteria based on which the by the following:
associated relationship is established 1) Mr. Arif Habib
2) Mr. Fawad Ahmed Mukhtar
3) Mr. Fazal Ahmed Sheikh
4) Mr. Faisal Ahmed Mukhtar
5) Mr. Muhammad Kashif Habib
(02) Amount of Loans or Advances PKR 3.00 Billion
(03) Purpose of loans or Advances and benefits likely To make Investment of Company's funds at attractive
accrue to the investing Company and its rate of mark-up
members from such loans or advances
(04) In case any Loan has already been granted to the Nil
said associated company or associated
undertaking the complete details thereof
(05) Financial position, including main items of balance As per the Financial Statements for the year ended
Sheet and profit and loss account of the December 31, 2012
Associated company or associated undertaking on
the basis of its latest financial statements PKR in Billion
Authorized Capital 10.0
Paid Up Capital 4.5
Non-Current Liabilities 17.2
Current Liabilities 17.6
Current Assets 13.4
Revenue 8.1
Gross Profit 1.9
Finance Cost 2.6
Loss after Tax (0.2)
(06) Average borrowing cost of the investing company 11.48%
(07) Rate of interest, mark up, profit fees or 6M KIBOR+2.12
commission etc. to be charged
(08) Sources of funds from where loans or advances From own sources of the Company
will be given
(09) Where loans or advances are being granted using Not applicable
borrowed funds:
1. Justification for granting loan or advance out
of borrowed funds:
2. Detail of guarantees/ assets pledged for
obtaining such funds, if any;
3. Repayment schedules of borrowing of the
investing company
(10) Particulars of collateral security to be obtained As security for the loan, PFL shall provide a charge over
against loan to the borrowing company or fixed assets.
undertaking, if any
(11) If the loans or advances carry conversion feature None
(12) Repayment schedule and terms of loans or Two and a half years grace period. Payable in 6
advances to be given to the investee company: semi-annual instalments for Principal. Interest to be
settled semi annually
(13) Salient feature of all agreements entered or to be Loan Agreement
entered with its associated company or 1. Fatima has agreed to provide a loan of PRK 3.00
associated undertaking with regards to proposed Billion to Investee company
investment: 2. The Loan, inclusive of the mark-up which will be
charged at the rate as noted in Sr. No (vii), is to
become repayable in accordance with the repayment
schedule noted in Sr. No. (xii)
3. As security for the loan, PFL shall provide a charge
over fixed assets
(14) Direct or indirect interest of directors, sponsors, The following directors of the Company are also the
majority shareholders and their relatives, if any in directors in the investee company and the following
the associates company or associated undertaking relatives of the directors are also the shareholders of the
or the transaction under consideration: investee company, however, the directors/ relatives have
no direct or indirect interest except to the extend of
shareholding in the investee company:
Directors
1) Mr. Arif Habib
2) Mr. Fawad Ahmed Mukhtar
3) Mr. Fazal Ahmed Sheikh
4) Mr. Faisal Ahmed Mukhtar
5) Mr. Muhammad Kashif Habib
Relatives
1) Mrs. Zetun Arif
2) Mrs. Ambreen Fawad
3) Ms. Meraj Fatima
(15) Any other important details necessary for the None
members to understand the transaction:
(16) In case of investment in a project of an associated Not applicable
company or associated undertaking that has not
commenced operations:
1. Description of the project and its history since
conceptualization;
2. Starting date and expected date of
completion;
3. Time by which such project shall become
commercially operational;
4. Expected return on total capital employed in
the project;
5. Funds invested or to be invested by the
promoters distinguishing between cash and
non-cash amounts
For more information, contact:
Ausaf Ali Qureshi
Company Secretary
Fatima Fertilizer Company Limited
E-110, Khayaban-e-Jinnah,
Lahore Cantt, Pakistan
PABX: +92-42-111-FATIMA (111-328-462)
Fax: +92-42-38621389
Web: www.fatima-group.com