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Karachi, Gharibwal Cement Limited has issued a notice regarding an Extraordinary General Meeting (EOGM) scheduled for Wednesday, February 28, 2024, at 12:00 PM. The meeting will take place at OBA N Hotel, 81-C-11, off MM Alam Road, Gulberg-11, Lahore, and is set to address several key agenda items.
First on the agenda is the election of nine directors in accordance with the Companies Act, 2017, pursuant to Section 159(1) of the Act. The retiring directors, whose positions will be filled, are Muhammad Tousif Peracha, Abdur Rafique Khan, Khalid Siddiq Tirmizey, Mustafa Tousif Ahmad Paracha, Amna Khan, Sorath Jumani, Faisal Aftab Ahmed, and Daniyal Jawaid Peracha.
The second item of business pertains to investments in associates under Section 199 of the Companies Act, 2017. Gharibwal Cement Limited will consider passing a special resolution to issue corporate guarantees of up to Rs. 3 billion in favor of financial institutions or banks on behalf of Baluchistan Glass Limited, an associated company. This resolution, if approved, will remain valid until October 30, 2029.
Additionally, the EOGM will include the approval of minutes from the last annual general meeting held on October 26, 2023.
Gharibwal Cement Limited has announced that the Register of Members and Share Transfer Books will be closed from February 22, 2024, to February 28, 2024. Members are required to bring their original CNIC or Passport to prove their identity, and those who have deposited their shares in the Central Depository System should be prepared with their CDC Participant ID and Account Number.
Furthermore, the company has arranged for members to participate in the EOGM through electronic means, including video conferences and e-voting. Postal ballot and e-voting options will also be available to members.
In terms of the election of directors, members who wish to contest the election must file the necessary documents with the company at least 14 days before the EOGM. The voting will be conducted separately in three categories: Female Director (1 seat), Independent Directors (3 seats), and Other Directors (5 seats).
M/s Kreston Hyder Bhimji & Co., Chartered Accountants, has been appointed as the Scrutinizer for the special business to be transacted in the meeting.
The statement under Sub Section 3 of Section 134 of The Companies Act, 2017, pertaining to the Special Business, is annexed with the notice to the members.
Non-Funded Facility of Corporate Guarantee to Balochistan Glass Limited (an associated company)
Balochistan Glass Limited (BGL) is a listed company engaged in manufacturing and selling glass containers, tableware glass products, and plastic shells for beverage companies. Gharibwal Cement Limited is proposing to issue a non-funded facility in the form of a corporate guarantee of up to Rs. 3 billion in favor of financial institutions or banks on behalf of BGL. This facility aims to assist BGL in obtaining financing for its working capital and BMR/CapEx requirements.
The Board of Gharibwal Cement Limited anticipates a turnaround for BGL following changes in management and expects BGL to earn sufficient profits. As a result, Gharibwal Cement Limited may issue cross corporate guarantees to the banks on behalf of BGL, charging a guarantee commission at the rate of 0.05% higher than the Company’s L/G commission cost.
The proposed facility will be valid until October 30, 2029, and it will be secured by the personal guarantee of Muhammad Tousif Peracha, a major sponsor director. The Board has conducted due diligence and provided recommendations regarding the proposed investment in BGL.
None of the directors, sponsors, majority shareholders, or their relatives have any interest in the associated company or the proposed arrangement, except for their shareholding in the associated company.