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Karachi: We are pleased to submit the notice of Annual General Meeting that is going to be held on November 30, 2011 before dispatching it to shareholders, as required by listing regulations of the exchange.
AS already notified, the Share Transfer Books of the Company will remain close from November 23, 2011 to November 30, 2011 (both days inclusive):
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of the members of First National Equities Limited (“the company”) will be held at its registered office be located at 19-C, Sunset Lane-6, South Park Avenue, Phase II, Ext: DHA, Karachi, on Wednesday, November 30, 2011 at 7:00 p.m. to transact the following business-
Ordinary Business
1. To confirm the minutes of the last BOGM held on May 23, 2011.
2. To receive, consider and adopt the audited annual financial statements of the company for the year ended June 30, 2011 together with the directors’ and auditors’ reports thereon.
3. To appoint external auditors of the company for the year ending on June 30, 2012 and to fix their remuneration. The present auditor namely Anjum Asim Shahid Rahman, Chartered Accountants, retire and being eligible, has offered themselves for re-appointment as auditors of the company.
4. To transact any other business of’ the company that may be placed before the meeting with the permission of the chair.
Special Business
5. To consider and if thought fit, pass the following resolution as Special Resolution with or without modification, addition, deletion:
“Resolved as and by way of special resolution that the consent and approval of the members of the company be and is hereby accorded under section 196 of the Companies Ordinance, 1984 for sale or otherwise dispose of Plot No. 54, Survey No. 666/C, Main Mall Road, Peshawar Cantt. Peshawar.
Further Resolved That the Chief Executive Officer of the Company be and is hereby singly authorized on the behalf of the company to sell / or otherwise dispose of the aforementioned plot in the manner he deems appropriate and perform all required, legal, procedural and other actions and sign, execute and deliver such documents necessary for the purpose of giving effect to the spirit and intent of this special resolution”
6. To consider and if thought fit, pass the following resolution as Special Resolution with or without modification, addition, deletion:
“Resolved as and by way of special resolution that consent and approval of the members of the company be and is hereby accorded under section 208 of the Companies Ordinance, 1984 for partial change in the terms of Special Resolution passed by the members of the company in Annual General Meeting held on November 05, 2009, which was passed to approve and acknowledge the debts of associated companies namely First Pakistan Securities Limited and Switch Securities (Pvt.) Limited”.
Further Resolved that the Chief Executive Officer of the Company be and is hereby singly authorized on the behalf of the company to take all related necessary action and sign, execute and deliver such documents necessary for the purpose of giving effect to the spirit and intent of this special resolution”
7. To consider and if thought fit, pass the following resolution as Special Resolution with or without modification:
“Resolved as and by way of special resolution that consent and approval of the members of the company be and is hereby accorded to establish a new company to acquire the membership of mercantile/commodity exchange(s) and carry on the business of commodities brokerage.
“Further Resolved as and by way of special resolution that consent and approval of the members of the company be and is hereby accorded under section 208 of the Companies Ordinance, 1984 to make an investment up to Rs, 30.00 million by way of equity investment in aforesaid company”.
Further Resolved that the Chief Executive Officer of the Company be and is hereby singly authorized on the behalf of the company to take all action necessary for this investment and sign, execute and deliver such documents necessary for the purpose of giving effect to the spirit and intent of this special resolution”.
Attached to this notice is a statement of material facts covering the above mentioned special business, as required under section 160(1) (b) of the Companies Ordinance, 1984,
Notes:
1. The Shares Transfer Books will remain closed from November 23, 2011 to November 30, 2011 (both days inclusive) to enable the Company to determine the right of members to attend the above meeting.
2. Transfer received in order at office of the Company’s Shares Registrar, Technology Trade (Pvt.) Ltd. Dagia House, 241-C, P.E.C.H.S. BIock-2, Karachi by the close of business hours on November 22, 2011 will be treated in time for the entitlement of vote and attending AGM. Members are also requested to immediately notify of any change in their registered addresses by writing to the office of Company’s Share Registrar.
3. A member entitled to attend and vote at this meeting may appoint another member as his/her proxy who shall have same rights as available to a member. In order to be a valid, the duly stamped, signed and witnessed instrument of proxy and the power of attorney or a notarially certified copy of such power of attorney or other authority under which it is signed must be deposited at the registered office of the company, not later than 48 hours before the time of holding the meeting.
4. Central Depository Company 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 individual beneficial owners of CDC entitled to attend and vote at the meeting must bring his/her participant ID and account/sub account number along with valid original CNIC or valid original passport to authenticate his /her identity at the time of meeting
ii. In case of corporate entity, the Board of Director’s resolution/ power of attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the time of the meeting.
B. For Appointing Proxies
a. In case of individuals beneficial owners of CDC shall submit the proxy form as per above requirements along with participant IDS and account sub account number together with attested copy of the valid CNIC or passport.
b. The proxy shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form.
c. In case of corporate entity, the Board of’ Director’s resolution/ power of attorney with specimen signature of the proxy member shall be submitted (unless it has been submitted earlier) along with proxy form.
d. The proxy shall produce his/her valid original CNIC or valid original passport at the time of the meeting.
Statement under Section 160(1) (B) of the Companies Ordinance of 1984
This statement sets out the material facts concerning the special business, given in agenda items, to be transacted at the Annual General Meeting of the Company which will be held on November 30, 2011.
1. The members of the company had approved and resolve in AGM held on October 30, 2010 to sale out the fixed asset of the company but it could not be sold out in year 2011. The Board has again proposed to sale out the aforesaid fixed asset of the company so approval of the members is again being sought by passing resolution given in the notice. The following is detail of fixed asset, as required under SRO/ 1227 (1) 2005 dated December 12, 2005.
| Description | Commercial Plot with Boundary Wali/Main Gate |
| Location | Plot No. 54, Survey No. 666/C, Main Mall Road, Peshawar Cantt, Peshawar. |
| Area | 1100.677 S.yds (36.42 Marlas) |
| Cost | Rs. 36.157(ml) |
| Book Value | Rs. 36.157(ml) |
| Current Market Price /Fair Value | Rs. 61.90 (ml) (Approximately) |
| Proposed manner of selling | Negotiation. |
| Reason for the sale | To improve the liquidity position of the Company. |
| Expected Benefits to the shareholders | Expected Capital Gain. |
2. The members of the company had passed a special resolution in AGM held on November 05, 2009 to acknowledge and approve the outstanding debt of the associated companies. The repayment schedule was approved as maximum three year. Due to liquidity crunch, low business volumes and the factor that stock market situation has not been materially recovered so for, the Board has proposed to members of the company to extend the repayment Schedule for three years to maximum of ten years with a view to pay as soon as possible So approval of the members of company is being sought for the change of repayment schedule b y passing special resolutions given in the notice. The following is detail in accordance with Section 208 of the Companies Ordinance, 1984 and S.R.O 865(1)/2000 dated December 06, 2000.
| Name of investee Company/ Trade Debtor | First Pakistan Securities Limited |
| Nature, amount and extend of Investment | Unsettled Trade debts of Rs. 90,993,621 as on 30.06.2009 |
| Brief Financial | Profit after Taxation |
| 2006-07 | Rs. 54,121,039 |
| 2007-08 | Rs. 21,590,123 |
| 2007-09 | Rs. (896,731,054) |
| 2009-10 | Rs. (138,576,301) |
| 2010-11 | Rs. (146,141,752) |
| Security | Marketable equities |
| Markup | Rates not less than borrowing cost of the company |
| Trade Debtors Financial Position | |
| Source of Funds | Company Cash Flow |
| Repayments Schedule | Maximum of 10 years with a view to payments as soon as possible. |
| Name of investee Company / Trade Debtor | Switch Securities (Pvt.) Ltd. |
| Nature, amount and extent of investment | Unsettled Trade debts of Rs. 84,417,832 as on June |
| 30, 2009 | |
| Brief Financial | Profit after taxation |
| 2006-07 | Rs. 5,815,794 |
| 2007-08 | Rs. 55,754,384 |
| 2008-09 | Rs. (536,222,877) |
| 2009-10 | Rs. (70,187,311) |
| 2010-11 | Rs. (106,525,889) |
| Security | Marketable equities |
| Mark up | Rates not less than borrowing cost of the company |
| Trade debtors Financial Position | |
| Share of Funds | Company Cash Flow |
| Repayments Schedule | Maximum of 10 years with a view to payment as soon as possible |
3. With a view to make the company’s asset more revenue generating, for better utilization of the resources and for diversification of business the Board has proposed to explore new avenues of revenues. It has proposed to the members of the company to establish a new company to acquire and source the membership of mercantile/commodities exchange(s) and carry on the business of commodities brokerage. So consent and approval of the members is being sought u/s 208 of the Companies Ordinances 1984, for the investment up to Ps. 30.00 million by way of equity investment in aforesaid company” The following is detail in accordance with Section 208 of the Companies Ordinance, 1984 and S.R.O 865(I)/2000 dated December 06, 2000.
| Name of Investee Company | New company will be incorporated |
| Nature, amount and extent of Investments | Investments in shares capital up to 30 million |
| Average Market Price | Rs. 10 |
| Break-up Values | N/A |
| Price at which shares will be purchased | Rs. 10 |
| Earnings per share in last three years | N/A |
| Source of Funds | Company Cash Flow |
| Period for which investment will be made | Long term Investment |
| Purpose of the Investments | Dividend Income |
| Benefits likely to accrue to the company and Shareholders | The revenues of the company will increase |
| Interest of directors and their relatives in the investee company | Interest of directors and their relatives
in the investee company may be up the extent of their shareholders in that new company |
For more information, contact:
First National Equities Limited
Fine House: 19-C,
Sunset Lane-6, Phase II, Extension,
D.H.A., Karachi.
PABX: (92-21) 35395901-5
Fax: (92-21) 35395920