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Karachi, September 28, 2012 (PPI-OT): Notice is hereby given that the 56th Annual General Meeting (“the Meeting”) of Ferozsons Laboratories Limited (FEROZ) (“the Company”) will be held at its Registered Office, 197-A, The Mall, Rawalpindi on Tuesday, October 23, 2012 at 1:00 P.M. to transact the following business:
Ordinary Business:
1. To confirm the Minutes of the last Annual General Meeting held on September 29, 2011.
2. To receive, consider and adopt the audited Annual Financial Statements of the Company for the year ended June 30, 2012 together with the Directors’ and Auditors’ Reports thereon.
3. To approve the payment of final cash dividend of Rs. 4.50 per share (45%) for the year ended June 30, 2012 as recommended by the Board of Directors.
4. To approve the issue of Stock Dividend (Bonus Shares) at the rate of 5% in the ratio of one Bonus Share for every twenty shares held, for the year ended June 30, 2012 as recommended by the Board of Directors.
5. To appoint External Auditors for the financial year ending June 30, 2013 and to fix their remuneration.
Special Business:
6. To consider and pass the following special resolution with or without modification:
“Resolved That in the event of any member holding shores which are not in exact multiple of his/her entitlement, the Directors of the Company be and are hereby authorized to sell in the Stock Market such fractional entitlement and to pay the net proceeds of sale to a charitable institution as approved by Directors.”
7. To consider and approve the increase in remuneration of the whole time working Directors including Chief Executive (Chief Executive Officer) of the Company as recommended by the Board of Directors.
8. To fix and approve director’s fee for attending the meeting of Board of Directors.
9. To transact any other business with the permission of the Chair.
Notes:
1. The Share Transfer Books of the Company will be closed from October 20, 2012 to October 29, 2012 (both days inclusive). Transfers received in order at the office of the Company’s Share Registrar, CorpTec Associates (Pvt.) Limited, 7/3-G, Mushtaq Ahmed Gormani Road, Gulberg II, Lahore at the close of business on October 19, 2012 will be in time to be entitled to vote and for the entitlement of bonus.
2. A member of the Company entitled to attend and vote at the 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 office of the Company’s Share Registrar not less than 48 hours before the Meeting.
3. 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 his identity by showing his 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 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, alongwith Proxy Form to the Company.
4. Shareholders are requested to notify the Company’s Share Registrar promptly changes in their address, if any.
Statement of Material Facts under Section 160 of the Companies Ordinance, 1984
Pertaining to Item No. 6
The approval of the Shareholders is sought to consolidate fractional shares resulting from the bonus issue, recommended by the Board of Directors in their meeting held on September 06, 2012 into whole shares and pay the net proceeds of the sale through stock market to a charitable institution.
The Directors of the Company have no interest in the special business except to the extent of shares held by them.
Pertaining to Item No. 7
On the recommendation of the Board of Directors, the increase in the remuneration of whole time working Directors including Chief Executive (Chief Executive Officer) with effect from July 01, 2012 is required to be approved by Shareholders, Therefore, approval of the shareholders is sought to pass with or without modification the following resolution.
“Resolved That the gross salaries be increased for the Chairperson and Chief Executive from Rs. 0.665 million to Rs. 0.730 million per month, for the Executive Director and President from Rs. 0.750 million to Rs. 0.825 million per month and for Executive Director and GM from Rs. 0.52 million to Rs. 0.58 million per month respectively, with effect from July 01, 2012 while other prevailing terms and conditions of service remain unchanged.”
Pertaining to Item No. 8
When the Memorandum and Articles of the Company were first adopted, the Directors’ meeting fee was set as Rs. 100/- per meeting. Now, considering the fact that the operations of the Company have increased manifold due to which the Directors have to spend more of their valuable time in discharging their responsibilities, statutory and otherwise, the revision deems necessary to make it comparable with industry norms, Hence the approval of shareholders is sought to adopt the following resolution with or without modification:
“Resolved That the director’s fee for attending the Board Meeting may be paid as Rs. 10,000/- and the relevant Clause 91 of the Articles of Association be amended and substituted to read as under respectively.
91 (a) Unless otherwise determined by the Company, in general meeting the remuneration of each Director shall be Rs. 10,000/- (Rupees ten thousand) for each meeting attended by him plus the actual traveling expenses incurred by him, provided that Board of Directors may change in the fee as consider expedient or as specified by law from time to time.
(b) The remuneration of a Director shall not exceed Rs. 10,000/- (Rupees ten thousand) per meeting of the Board attended by him. The remuneration of a Director for performing extra services shall be subject to the approval of the Company in general meeting or by the Board of Directors, The remuneration of Director for performance extra services shall be subject to law.
For more information, contact:
Syed Ghausuddin Saif
Company Secretary
Ferozsons Laboratories Limited
5-KM Sunder Raiwind Road
Raiwind Lahore- Pakistan
Office Ph: +92-42-32104001-3
Fax: +92-42-32104004
Email: info@ferozsons-labs.com