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Karachi: Notice is hereby given that the Extra Ordinary General Meeting of Feroz sons Laboratories Limited (the Company) will be held on Saturday, July 09, 2011 at 11.30 A.M.at its Registered Office, 197-A, The Mall, Rawalpindi to transact the following business:
Ordinary Business
1. To confirm the Minutes of the Annual General Meeting held on October 21, 2010.
2. To elect 8 (Eight) Directors as fixed by the Board pursuant to the provisions of Section 178 of the Companies Ordinance, 1984 for the term of three years commencing from July 7, 2011.
Following are the names of the retiring Directors:
1. Mrs. Akhter Khalid Waheed
2. Mr. Osman Khalid Waheed
3. Mrs. Munize Azhar Peracha
4. Mr. Omar Khalid Waheed
5. Mr. Farooq Mazhar
6. Mr. Nihal Cassim
7. Mirza M. Ispahani
8. Dr. Farid Khan
9. Mr. Shahid Anwar
Special Business
3. To increase the authorized capital of the Company from Rs. 250 Million to Rs. 500 Million.
4. To allow attendance of Directors in the Board Meetings through Tale/Video Conferencing.
5. To transact any other business with the permission of the Chair.
Notes:
1. The Share Transfer Books of the Company shall remain closed from July 03, 2011 to July 09, 2011 (both days inclusive).
2. A member who seeks to contest election to the Office of director shall whether he is a retiring Director or otherwise, file with the Company at its Registered Office, not later than fourteen days before the date of Meeting a notice of his intention to offer himself for election as a Director, together with his consent to act as a Director and the declaration as required under Code of Corporate Governance.
3. A Member entitled to attend and vote at this meeting may appoint another member as his/her proxy to attend and vote on his/her behalf. Proxies to be effective must be received by the registered office of the Company not less than 48 hours before the Meeting. CDC Account Holders 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:
i. In case of individuals, the account holder or sub-account holder and/or persons whose securities are in group account and their registration details are uploaded as per the Regulations, shall authenticate identity by showing his/her original Computerized National Identity Card (CNIC), or original Passport 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 at the time of Meeting.
B) For appointing Proxies:
i. In case of individual, the account holder or sub-account holder and/or the persons whose securities are in group account and their registration details are uploaded as per the Regulations, shall submit the Proxy Form of another member as per the above requirement.
ii. The Proxy Form shall be witnessed by two persons whose names, address and CNIC numbers shall be mentioned on the Form.
iii. Attested copies of CNIC or the passport of the beneficial owners and the Proxy shall be furnished with the Proxy Form.
iv. The Proxy shall produce his original CNIC or original passport at the time of meeting.
v. In case of corporate entity, the Board of Directors’ Resolution/Power of Attorney with specimen signature shall be submitted, along with Proxy form to the Company.
4. Members are requested to immediately notify changes in their address, if any.
Statement of Material Facts under Section 160 of the Companies Ordinance, 1984
Item No. 3 of the Notice
The present Paid up Capital of Rs. 249,994,543/- is touching the ceiling of present authorized capital of Rs. 250,000,000. To strengthen the Company’s back up resources and to facilitate future progress, growth and expansion, the Board of Directors at its meeting held on April 23, 2011 recommended to increase the authorized capital of the Company from Rs. 250 million to Rs. 500 million. Hence amendment in the Memorandum and Articles of Association of the Company for increase in authorized capital is proposed to be considered and approved by passing the following resolution as Special Resolution, with or without modification:
“Resolved that the current Authorized Share Capital of the Company be and is hereby increased from Rs. 250,000,000/- to Rs. 500,000,000/- (Rupees Five hundred Million) divided into 50,000,000 (Fifty Million) Ordinary Shares of Rs. 10/- each and the relevant para 1 of clause V of the Memorandum of Association and Clause 4 of the Articles of Association be amended and substituted to reed as under respectively.
Clause V of Memorandum of Association:
5. The authorized capital at the Company is Rupees 500,000,000/- (Rupees Five Hundred Million) divided into 50,000,000 (Fifty Million) ordinary shares of Rs. 10/- (Rs. Ten) each.
Clause 4 of Articles of Association
4. The authorized capital of the Company is Rs. 500,000,000/- (Rupees Five Hundred Million) divided into 50,000,000 (Fifty Million) ordinary shares of Rs. 10/- (Rs. Ten) each”.
Further Resolved that the CEO and/or Company Secretary be and are/is hereby authorized and empowered to give effect to this resolution and to do or cause to do all acts, deeds and things that may be necessary or required in connection with the above resolution.”
ItemNo.4 of the Notice
Some of the Board members are facing difficulties to physically attend the Board proceedings due to their busy schedule and therefore requested to introduce the facility of attending Board meetings through tele/video conferencing. Since, the SECP through its Circular No.6 of 2010 allows the directors, either in Pakistan or abroad, to attend the board meetings through Tele/Video Conferencing, therefore, the Board members have proposed to allow attendance of Directors in the Board Meetings through tele/video conferencing. This would also help in achieving the objectives of the Good Corporate Governance.
In this connection, the following resolution is proposed to be considered and passed as Special Resolution, with or without modification:
“Resolved that the Directors of the Company, either in Pakistan or abroad be and are hereby allowed to participate in the Board of Directors’ meetings through tele/video conferencing.
Further resolved that all the requirements of SECP applicable at the time of holding Board of Directors Meeting through tele/video conferencing, shall be fully complied with.
Further Resolved That Company Secretary be and is hereby authorized to give effect to this resolution and to do or cause to do all acts, deeds and things that may be necessary or required in connection with the above resolution.”
The Directors of the Company have no interest in the above special business that would need a further disclosure.
For more information, contact:
Mrs. Akhter Khalid Waheed
Chairperson and Chief Executive
Ferozsons Laboratories Limited
5-K.M. Sunder Raiwind Road
Raiwind Lahore, Pakistan.
Tel: +9242 32104001-3
Fax: +9242 32104004
E-mail: info@ferozsons-labs.com
Website: www.ferzsons-labs.com