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Karachi: Please find enclosed a copy of the Notice of Extraordinary General Meeting to be printed in one English and Urdu news paper for your record and reference.
Notice is hereby given that, an Extraordinary General Meeting of Gharibwal Cement Limited will be held on September 17, 2011 at 12:00 p.m. at 28/B-III, Gulberg-III, Lahore to transact following business:
1. To confirm minutes of last Extra Ordinary General Meeting (EOGM) held on May 30,2011.
Special Business
2. To Consider, and if thought fit, to pass the following resolutions as a special resolutions with or without modification, addition and deletion;-
Increase in Authorized Capital
In order to facilitate further issue of ordinary shares otherwise than right at 50% discount, it is proposed to increase the authorized capital of the company from Rs. 4.700 million to Rs. 5,500 million and to amend Memorandum and Articles of Association of the Company accordingly by passing following resolutions, with or without modification, addition and deletion as special resolutions
“Resolved That”
1. To increase Authorized share capital of the company from Rs. 4,700,000,000 divided into 470,000,000 ordinary shares of Rs. 10/- each to Rs. 5,500,000,000 divided into 550,000,000 ordinary shares of Rs. 10/- each by addition of 80,000,000 ordinary shares of Rs. 10/- each,
2. Clause V of the Memorandum of Association of the company be altered by substituting the figures and words Rs. 4,700,00 million (Rupees Four Thousand Seven Hundred million) and 470,000,000 with the figures and words Rs. 5,500,00 million (Rupees Five Thousand Five Hundred million) and 550,000,000 respectively.
3. Clause 5 of Articles of Association of the company be altered by substituting the figures and words Rs. 4,700 .00 million (Rupees Four Thousand Seven Hundred Million) and 470,000,000 with the figures and words Rs. 5,500,00 million (Rupees Five Thousand Five Hundred Million) and 550,000,000 respectively.
4. Company secretary be and is hereby authorized to complete all legal and corporate formalities in connection with the above resolutions.
Issue dl Ordinary shares at 50% discount otherwise than right U/S 86(1) and 84:
3. To raise the paid up capital of the company by issuing up to 138.00 million ordinary shares of Rs. 10/- each at 50% discount (i.e. at Rs. 5/- each) otherwise than right to the Directors’ in accordance with section 86(1) and 84 of Companies Ordinance, 1984, against their loans and markups payable to them till the date of resolution, by passing the following special resolution either with or without modification.
“Resolved that up to 138,00 million ordinary shares of Rs. 10/- each at 50% discount i.e. 34.48% (approx.) of existing share capital of the company be issued to directors (Mr. Muhammad Tousif Peracha and Mr. A. Rafique Khan), against their liabilities (loan and mark up), of the company otherwise than right (U/S 34 and 86(1) of Companies Ordinance, 1984).
Further Resolved that the aforesaid special resolution shall be subject to any amendment, special instruction, modification, addition or deletion as may be suggested, directed or advised by the SECP which suggestion, direction or advice shall be deemed to be part of these special resolutions without the need of the shareholders to pass a fresh special resolution,
Further Resolved that Company Secretary, any one Director or any corporate consultant appointed by company (singly) be and are hereby authorized to complete all corporate formalities in connection with the above resolution and to meet all or any requirement and/or to make any amendment/correction/rectification regarding approval from Securities and Exchange Commission of Pakistan and other allied corporate matters”.
Other Business
4. To transact any other business with the permission of chair
The Statement under section 160 (I) (b) is being sent to all members along with the notice.
Notes:
1. The share transfer books of the company will remain closed from September 10 to September 17, 2011 both days inclusive, Transfer received by the Share Registrar of the Company, M/s Corplink (Private) Limited, 1-K Commercial, Model Town Lahore up to September 09, 2011 will be considered in time for the purpose of attendance of EOGM.
2. A member who has deposited his/her shares into Central Depository Company of Pakistan Limited, must bring his/her participant’s ID number and account / account number along with original Computerized National Identity Card (CNIC) or original Passport at the time of attending the meeting.
3. A member entitled to attend and vote at the Extraordinary General Meeting may appoint another member as his/ her proxy to attend, speak and vote instead of him/her,
4. Forms of proxy to be valid must be properly filled in/executed and received at the Company’s head office situated at 28/B-III, Gulberg-III, Lahore not later than forty-eight hours before the-time of meeting.
5. Members are requested to notify the Shares Registrar of the Company promptly of any change in their addresses,
The Statement under Section 160 (I) (B) of the Companies Ordinance, 1984
1. The present authorized capital of the company is Rs. 4,700 million and it is proposed to increase the authorized capital of the company to Rs. 5,500 million in order to facilitate the issue of shares at 50% discount otherwise than right U/S 86(1) and 84 of Companies Ordinance, 1984.
2. Members’ approval is also sought for further issue of 138.0 million ordinary shares at 50% discount U/s 84 and 86(1) of the Companies Ordinance, 1984 subject to and as approved by the Securities and Exchange Commission of Pakistan for the purposes of strengthening equity and converting interest bearing loans and mark up thereon of directors (Mr. Muhammad Tousif Peracha and Mr. A. Rafique Khan) into equity in order to reduce the debt burden on the company and to improve the debt equity ratios and working capital ratios of the company. This issue of shares as otherwise than right to the directors of the company will not only re-profile the debt equity of the company but will also support and strengthen the company efforts to fully convert sponsors loans into equity and will further strengthen company effort to restructure its debts from syndicate. Furthermore, the loans extended by the directors’ were utilized by the company to support its operations and pay company’s liabilities.
By converting these liabilities, company will not have to pay any amount to directors as in present condition it is very difficult for the company to pay any amount to directors on account of loan or markup as company priority is to reduce/repay bank liabilities in order to save company from any financial default. The price of Rs 5/- per share (i.e. 50% discount) has been determined /decided by keeping in view the present financial condition of company, heavy accumulated losses, issue of capital by other cement companies, present condition of cement sector, market price and effect on share price after issue of further capital.
Last year some Portion of loan and mark up was not converted into equity, now the Company again intends to convert remaining loan and markup of Rs. 281.0 million (principal Rs. 188.9 million + mark up Rs. 92.1 million) of Mr. A. Rafique Khan and Rs. 409.0 million (Principal Rs, 214.6 million and Markup Rs. 194.4 million) of Mr. Muhammad Tousif Peracha at 50% discount (i.e. shares will be issued at Rs 5 per share). This will help to fully settle the liabilities of the company towards its directors. The proof/justification shall be provided to the SECP in regard to the payments which have been directly made on behalf of the company by the directors.
Directors have no personal interest in the business except conversion of their Loan and Markup into equity and as ordinary shareholder of the company
For more information, contact:
Gharibwal Cement Limited
28- B/III, GULBERG-III,
Lahore, Pakistan.
PABX 042-111-210-310,
Fax: 042-5871039