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Karachi: With reference to our earlier letter no. ICL/SCY-3/70 dated 16-05-2011 with which Notice of Extraordinary General Meeting was attached. Minor changes have been made in the Notice of Extraordinary General Meeting therefore we are enclosing herewith a Revised Notice of Extraordinary General Meeting to be held on Friday, June 10, 2011 at 11:30 am, at the Registered Office of the Company situated at 39-Empress Road, Lahore, for circulation amongst your members.
Notice of Extraordinary General Meeting
Notice is hereby given that the Extraordinary General Meeting of the Shareholders of Ittehad Chemicals Limited will be held on Friday, June 10, 2011 at 11:30 am. at the Registered Office of the Company situated at 39-Empress Road, Lahore, to transact the following business:
ORDINARY BUSINESS:
1. To confirm the minutes of the Extraordinary General Meeting held on March 28, 2011.
SPECIAL BUSINESS:
2. To consider and approve further equity investment of Rs.3,450,000 (Rupees three million four hundred fifty thousand only) in Chemi Chloride Industries Limited (“CCIL”), the Subsidiary Company, by way of acquiring 5% shareholding i.e. 460,000 shares from the shareholders of CCIL at a price of Rs.7.50 per share, under section 208 of the Companies Ordinance, 1984 and to pass, with or without modification, the following resolution as special resolution;
Resolved that pursuant to section 208 of the Companies Ordinance 1984, Ittehad Chemicals Limited (the “Company”) be and is hereby authorized to make further equity investment of Rs.3,450,000 (Rupees three million four hundred fifty thousand only) in Chemi Chloride Industries Limited (CCIL), the Subsidiary Company,to increase its investment from Rs.87,400,000 (Rupees eighty seven million four hundred thousand only) to Rs.90,850,000 (Rupees ninety million eight hundred fifty thousand only) which would raise ICL’s total holding in the paid up capital of the Subsidiary Company from the present 95% to 100% at maximum.
Further resolved that Mr. Muhammad Siddique Khatri, Chief Executive of the Company, be and is hereby authorized to do and cause to be done all such acts as are necessary to give effect to the above resolution.
3. To transact any other business with permission of the Chair.
NOTES:
1. The Share Transfer Books of the Company will remain closed from June 4, 2011 to June 10, 2011 (both days inclusive).
2. A member of the Company entitled to attend and vote at the Extraordinary General Meeting may appoint another member as his/ her proxy to attend and vote in place of his/her at the meeting. Proxies in order to be effective must be received at the Registered Office of the Company duly stamped and signed not less than 48 hours before the time of meeting.
3. Shareholders, who have deposited their shares into Central Depository Company of Pakistan, must bring their participant’s ID numbers and account/ sub account numbers along with original Computerized National Identity Cards or original Passports at the time of attending the meeting in order to facilitate identification of respective shareholders.
4. 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.
5. Members are advised to immediately notify the change in their addresses, if any to our registrar M/s. Corplink (Pvt.) Limited, Wings Arcade, 1-K commercial, Model Town, Lahore (Ph: 042-35916714, 042-35839182, Fax: 042-35869037).
6. Members who have not yet submitted copies of their Computerized National identity cards (CNIC) are requested to send the same to our Shares Registrar at the earliest.
STATEMENT UNDER SECTION 160(1)(B) OF THE COMPANIES ORDINANCE, 1984, CONCERNING THE SPECIAL BUSINESS:
Ittehad Chemicals Limited (“ICL”) propose to invest a further sum of Rs. 3,450,000 (Rupees three million four hundred fifty thousand only) in the equity of Chemi Chloride Industries Limited (CCIL), the Subsidiary Company, by way of acquiring 5% share holding i.e. 460,000 shares from the shareholders of CCIL at a proposed price of Rs. 7.50 per share, in addition to the sum of Rs. 87,400,000 (Rupees eighty seven million four hundred thousand only) already invested by the Company, which would raise ICL’s total holding in the paid up capital of the Subsidiary Company from 95% to 100%.
Disclosures, other than the above information, required under section 208 of the Companies Ordinance, 1984, read with SRO 865(1)/2000 dated December 6, 2000 are as under:
| Sr. Required Disclosure | Details |
| 1. Name of investee company or
associated undertaking; |
Chemi Chloride Industries Limited (“CCIL”) |
| 2. Nature, amount and extent of
investment; |
Further equity Investment of Rs. 3,450,000
making the total investment of Rs. 90,850,000 |
| 3. Average market price of the
shares intended to be purchased during preceding six months in case of listed companies |
Not applicable; as CCIL is not a listed
company. |
| 4. Break-up value of shares
intended to be purchased on the asis of last published financial statements; |
Rs. 6.46 per share approximately, as per
last audited financial statements for the year ended June 30, 2010. Rs. 4.96 per share approximately, as per latest un-audited financial statements for the Nine months and 3rd Quarter ended March 31, 2011. |
| 5. Price at which shares will be
purchased; |
Rs. 7.50/- per share |
| 6. Earning/(loss) per share of
investee company in last three years; |
Year EPS
2009-10 1.84 2008-09 (1.62) 2007-08 (8.47) |
| 7. Source of funds from where
shares will be purchased; |
From own sources i.e. from Cbmpany’s
revenues from operations. |
| 8. Period for which investment will
be made; |
The Company currently holds 95% shares
in CCIL. After acquisition of these 5% shares, ICL’s share in the paid up capital of CCIL will be increased to 100% and CCIL will become wholly owned subsidiary Company of ICL. |
| 9. Purpose of investment; | After acquisition of 5% shareholding in
CCIL, the Company’s total holding in CCIL will become 100% and CCIL will become wholly owned subsidiary Company of ICL. |
| 10. Benefits likely to accrue to the
company and the shareholders from the proposed investment; |
CCIL will become wholly owned Subsidiary
Company of ICL and entire operations of the CCIL will be directly controlled by ICL. |
| 11. Interest of directors and their
relatives in the investee company; |
Directors have no interest except to the
extent of their holding in the investee company. |
For more information, contact:
Waheed Ashraf
Company Secretary
Ittehad Chemicals Limited
39-Empress Road, P.O. Box 1414,
Lahore-54000, Pakistan
PABX: +9242 36306586 – 88
Fax: +9242 36365697
E-mail: info@ittehadchemicals.com