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Karachi: We refer to your letter No. KSE/C-539-2688 dated March 30, 2012. Please find enclosed signed copy of our Notice of Annual General Meeting, to be held on 30 April 2012 at 11:30 a.m., approval for which has already been obtained through your letter No. KSE-C-539-1907 dated March 6, 2012. The dates of closure of our share transfer books is from 20 April 2012 to 30 April 2012 (both days inclusive).
Notice of Meeting
Notice is hereby given that the Fifty First Annual General Meeting of Singer Pakistan Limited will be held on Monday, 30 April 2012 at 11.30 a.m. at Beach Luxury Hotel, Karachi, to transact the following businesses:
Ordinary Business
1. To receive, consider and adopt the Annual Audited Financial Statements of the Company for the year ended 31 December 2011 together with the Reports of Directors’ and Auditors’ thereon.
2. To appoint Auditors of the Company for the financial year ending 31 December 2012 and to fix their remuneration.
Special Business
3. To consider and, if thought fit, to approve an increase in the authorized share capital of the Company from Rs. 400 million to Rs. 700 million by the creation of 30 million ordinary shares of Rs. 10/- each.
4. To capitalize a sum of Rs. 37,525,300 out of the un-appropriated profits and revenue reserves of the Company for the issuance of 3,752,530 Bonus Shares to the Members of the Company as at the close of business on 19 April 2012 in proportion to their respective shareholding at that date (the effective rate being 10%, that is, 1 shares for every 10 shares).
Statement under Section 160 (1) (b) of the Companies, Ordinance, 1984:
A statement under Section 160 (1) (b) of the Companies Ordinance, 1984 setting forth the material facts concerning the Special Business to be considered at the Meeting is being sent to the Members, along with the copy of this notice.
Notes
1) The Share Transfer Books of the Company will be closed and no transfer will be accepted for registration from 20 April 2012 to 30 April 2012 (both days inclusive).
2) A Member of the Company, entitled to attend, speak and vote at the General Meeting is entitled to appoint another person as his / her proxy to attend, speak and vote instead of him / her and a proxy so appointed shall have such rights, as respects attending, speaking and voting at the General Meeting as are available to the Member. Proxy Forms, in order to be effective, must be received at the Registered Office of the Company not less than 48 hours before the Meeting. The proxy need not be a Member of the Company. The proxy shall produce his / her original Computerized National Identity Cards (CNIC) or passport to prove his / her identity.
3) In case of corporate entity, the Board of Directors’ / Trustees’ resolution / power of attorney with specimen signature of the nominee shall be submitted with the proxy form to the Company, and the same shall be produced in original at the time of the meeting to authenticate the identity.
4) Members are requested to notify any change in their addresses immediately to our Registrar.
5) The Registered Office of the Company is located at Plot No. 39, Sector 19, Korangi Industrial Area, Karachi.
6) Members who have not yet submitted photocopy of their Computerized National Identity Cards (CNIC) are requested to send the same to our Registrar at the earliest.
7) CCD Account Holders will further have to follow the under-mentioned guidelines as laid down in Circular 1 dated January 26, 2000 issued 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 the person whose securities are in group account and their registration details are uploaded as per the regulations, shall authenticate his / her identity by showing his / her original Computerized National Identity Card (CNIC), or original passport at the time of attending the meeting. CDC account holders are also requested to bring their CDC participant ID numbers and account number.
ii) In case of corporate entity, the Board of Directors’ / Trustees’ 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:
i) In case of individuals, the account holder or sub-account holder and/or the person whose securities are in group account and their registration details are uploaded as per the Regulations, shall submit the proxy form as per the above requirement (note 2 above).
ii) The proxy form shall be witnessed by two persons whose names, addresses 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 / her original CNIC or original passport at the time of the meeting.
v) In the case of corporate entity, the Board of Directors’ / Trustees’ resolution / power of attorney with specimen signature of the proxy holder shall be submitted (unless it has been provided earlier) along with proxy form to the Company.
Statement Under Section 160 (1) (b) of the Companies Ordinance, 1984
This statement sets out the material facts concerning the Special Business to be transacted at the Fifty-First Annual General Meeting of Singer Pakistan Limited to be held on Monday, 30 April 2012 at 11:30 a.m.
Item No. 3 of the Agenda – Special Business
Increase in Authorized Share Capital
In order to meet its working and other capital requirements the Company may from time to time, need to raise its share capital through the issuance of further shares. In order to facilitate this process it would be desirable to increase the authorized share capital of the Company from Rs. 400 million to Rs. 700 million by the creation of 30 million ordinary shares of Rs. 10/- each. Accordingly, the Board of Directors of the Company have recommended that the following resolution be passed at the Fifty-First Annual General Meeting as an ordinary resolution:
“Resolved that the authorized share capital of the Company be and is hereby increased to Rs. 700 million by the creation of 30 million ordinary shares of Rs. 10/- each, such new shares to rank pari passu in all respects with the existing ordinary shares in the Capital of the Company and that Article 5 of the Memorandum of Association of the Company be and is hereby amended to read as follows:
The Capital of the Company is Rs. 700,000.000/- divided into 70,000,000 ordinary shares of Rs. 10/- each”.
Item No. 4 of the Agenda – Special Business
Issue of Bonus Shares:
In the opinion of the Board of Directors, the financial results of the Company justifies the capitalization of a sum of Rs. 37,625,300 from the un-appropriated profits and revenue reserves of the Company for the issuance of Bonus Shares in the ratio of 1 ordinary shares for every 10 ordinary shares i.e. (at the rate of 10%). Those persons whose names appear on the Register of Members of the Company as at the close of business on 19 April 2012 will be entitled to the proposed issuance of Bonus Shares in the proportion mentioned above.
Accordingly, it is proposed to consider and pass the following resolution as an ordinary resolution:
Resolved that:
1. A sum of Rs. 37,525,300 out of the un-appropriated profit and revenue reserves of the Company be capitalized and applied for making payment in full of 3,752,530 Ordinary Shares of Rs. 10 each and that the said shares be allotted as fully paid Ordinary Shares to the Members of the Company whose names appear on the Register of Members as at the close of the business on 19 April, 2012 in the proportion of one Bonus Shares for every ten Shares then held and that such Bonus Shares shall rank pari passu as regards dividends and in all other respects with the existing Ordinary Shares of the Company.
2. In the event of any Member becoming entitled to a fraction of a share, the Directors be and are hereby authorized to consolidate all such fractions and sell the shares so constituted on the Stock Market and to pay the proceeds thereof to the Members entitled to the fraction in proportion to their respective entitlements.
3. For the purpose of giving effect to the foregoing, the Directors be and they are hereby authorized to do and cause to be done all acts, deeds and things that may be necessary and to settle any question or difficulties that may arise in regard to the allotment and the distribution of the said Bonus Shares as they think fit.
The Directors of the Company are not directly or indirectly interested in these businesses except to the extent of their share holding in the Company.
For more information, contact:
Singer Pakistan Limited
Plot no 39, Sector 19,
Korangi Industrial Area,
Karachi- 74900 Pakistan,
Tel: (92-21) 35052941 -5, 0331-2870001-10, 35064880
Fax Office: (92-41) 35052968
Email: signer@cyber.net.pk