Notice of Twenty Second Annual General Meeting

Transcription

1 Notce of Twenty Second Annual General Meetng Notce s hereby gen that the Twenty Second Annual General Meetng of the Shareholders of Arf Habb Corporaton Lmted ( the Company ) wll be held on Saturday, 29 th October, 2016 at 10:45 a.m. at the Karach Gymkhana 4Club Road, 1st Floor Hall # 1, 2, 3, Karach to transact the followng busness: Ordnary Busness 1) To confrm mnutes of the Extra Ordnary General Meetng held on 21 st September ) To recee, consder and adopt annual audted fnancal statements of the Company together wth the Drectors' and the Audtors Reports thereon for the year ended 30 th June 2016 together wth the Audted Consoldated Fnancal Statements of the Company and the Audtors Reports thereon for the year ended 30 th June ) To appont the Audtors for the year endng 30 th June 2017 and fx ther remuneraton. The Board of Drectors hae recommended for reappontment of M/s. KPMG Taseer Had & Co., Chartered Accountants as external audtors. 4) To consder and approe fnal Cash Ddend for the year ended 30 th June 2016 at Rs per share.e. 25% as recommended by the Board of Drectors. Specal Busness 5) To consder and f deemed ft, to pass the followng Specal Resolutons wth or wthout modfcaton(s): Inestment n Assocated Companes & Assocated Undertakngs RESOLVED THAT the consent and approal be and s hereby accorded under Secton 208 of the Companes Ordnance, 1984 and Companes (Inestment n Assocated Companes or Assocated Undertakngs) Regulatons, 2012 for renewal of followng equty nestments lmt upto unutlzed porton for whch approal had been sought n preous general meetng(s), n assocated companes and assocated undertakngs as mentoned n the Statement under Secton 160(1)(. FURTHER RESOLVED THAT the consent and approal be and s hereby accorded under Secton 208 of the Companes Ordnance, 1984 and Companes (Inestment n Assocated Companes or Assocated Undertakngs) Regulatons, 2012 for renewal of followng sanctoned lmts of loans and adances for whch approal has been sought n preous general meetng(s), n assocated companes and assocated undertakngs as mentoned n the Statement under Secton 160(1)(, whereas the renewal of lmts wll be n the nature of runnng fnance and/or corporate guarantee for a perod of one year and shall be renewable n next general meetng(s) for further perod(s) of one year.

2 Name of Assocated Companes & Undertakngs Unutlzed Equty Porton Rupees n mllon Renewal Requested Loan/ Adance/ Guarantee 1 Jaedan Corporaton Ltd. 1,199 2,432 2 Summt Bank Ltd Arf Habb Ltd. 52 1,500 4 MCBArf Habb Sangs and Inestments Ltd Pakarab Fertlzers Ltd. 1,000 1,000 6 Fatma Fertlzer Company Ltd. 1,800 1,000 7 Rotocast Engneerng Co. (Pt.) Ltd Arf Habb Dolmen REIT Management Ltd. 1,500 1,000 9 Asha Steel Mlls Ltd. 1,545 6, Power Cement Ltd. 1,764 1, Sachal Energy Deelopment (Pt.) Ltd Safe Mx Concrete Ltd Dolmen Cty REIT 799 FURTHER RESOLVED THAT the Chef Execute and/or the Company Secretary be and are hereby authorzed to take and do and/or cause to be taken or done any/all necessary actons, deeds and thngs whch are or may be necessary for gng effect to the aforesad resolutons and to do all acts, matters, deeds, and thngs whch are necessary, ncdental and/or consequental to the nestment of the Company s funds as aboe, as and when requred at the tme of nestment. Any Other Busness 6) To consder any other busness wth the permsson of the Char. A Statement under Secton 160(1)( of the Companes Ordnance 1984 pertanng to the specal busness s beng sent to the along wth ths notce. By order of the Board Karach: 8 th October 2016 Manzoor Raza Company Secretary Notes: 1. Share transfer books of the company wll reman closed from 22 nd October 2016 to 29 th October 2016 (both days ncluse). Transfers receed n order at the offce of our regstrar: M/s. Central Depostory Company of Pakstan Lmted, CDC House, 99B, BlockB, S.M.C.H.S, Man ShahraheFasal, Karach, by the close of busness on Frday, 21 st October 2016 wll be treated n tme for the determnaton of enttlement of to cash ddend and to attend and ote at the meetng. 2. A member enttled to attend and ote at the meetng may appont another member as hs / her proxy who shall hae such rghts as respects attendng, speakng and otng at the meetng as are aalable to a member.

3 3. Procedure ncludng the gudelnes as lad down n Crcular No. I Reference No. 3(5A) Msc/ARO/LES/96 dated 26 th January 2000 ssued by Securtes & Exchange Commsson of Pakstan: () () () () () Members, proxes or nomnees shall authentcate ther dentty by showng ther orgnal natonal dentty card or orgnal passport and brng ther folo numbers at the tme of attendng the meetng. In the case of corporate entty, Board of Drectors resoluton/power of attorney and attested copy of the CNIC or passport of the nomnee shall also be produced (unless proded earler) at the tme of meetng. In order to be effecte, the proxy forms must be receed at the offce of our regstrar not later than 48 hours before the meetng, duly sgned and stamped and wtnessed by two persons wth ther names, address, NIC numbers and sgnatures. In the case of ndduals, attested copes of CNIC or passport of the benefcal owners and the proxy shall be furnshed wth the proxy form. In the case of proxy by a corporate entty, Board of Drectors resoluton/power of attorney and attested copy of the CNIC or passport of the proxy shall be submtted alongwth proxy form. 4. Members are requested to submt copes of ther CNICs and promptly notfy any change n address by wrtng to the offce of the regstrar. Important: Wthholdng tax on ddend The Goernment of Pakstan through Fnance Act, 2016 has made certan amendments n tax rates applcable through Secton 150 of the Income Tax Ordnance, 2001 whereby dfferent rates are prescrbed for deducton of wthholdng tax on the amount of ddend pad by the companes. These tax rates are as under : For flers of Income Tax Returns 12.5% For nonfler of Income Tax Returns 20.0% Shareholders who are flers are adsed to make sure that ther names (and/or the name of ther jont holders) are appearng n latest Acte Tax Payers Lst (ATL) proded on the webste of FBR, otherwse they (and/or jont holders) shall be treated as nonflers and tax on ther cash ddend ncome wll be deducted at the rate of 20.0% nstead of 12.5%. Wthholdng tax on ddend n case of Jont Account Holders In order to enable the Company to follow the drectes of the regulators to determne shareholdng proporton n case of Jont account, all who hold shares wth Jont, are requested to prode shareholdng proportons of Prncpal shareholder and Jont Holder(s) n respect of shares held by them to our Share Regstrar, n wrtng, as follows: Folo / CDS Account # Total Shares Name and CNIC # Prncpal Shareholder Shareholdng Proporton (%) Name and CNIC # Jont Shareholder Shareholdng Proporton (%)

4 Note: In the eent of nonrecept of the nformaton by 21 st October 2016, each shareholder wll be assumed to hae equal proporton of shares and the tax wll be deducted accordngly. Notce to Shareholders who hae not proded ther CNIC The Inddual Members who hae not yet submtted photocopy of ther ald Computerzed Natonal Identty Card (CNIC) to the Company / Share Regstrar, are once agan remnded to send the same at the earlest drectly to Company s Share Regstrar, M/s. Central Depostory Company Pakstan Lmted, CDC House, 99B, BlockB, S.M.C.H.S, Man ShahraheFasal, Karach. The Corporate Enttes are requested to prode ther Natonal Tax Number (NTN). Please ge Folo Number wth the copy of CNIC / NTN detals. Reference s also made to the Securtes and Exchange Commsson of Pakstan (SECP) Notfcatons SRO 779(I)/2011 dated 18 th August 2011 and SRO 831(I)/2012 dated 5 th July 2012, SRO 19(I)/2014 dated 10 th January 2014 and SRO 275(I)/2016 dated 31 st March 2016 whch mandates that the ddend warrants should bear CNIC number of the regstered member or the authorzed person, except n case of mnor(s) and corporate members. In case of nonrecept of the copy of a ald CNIC, the Company would be unable to comply wth aforementoned drectes of SECP and therefore wll be constraned under Secton 251(2)( of the Companes Ordnance, 1984 to wthhold dspatch of ddend warrants of such. CNIC/Passport/NTN/Zakat Declaraton Shareholders are adsed to ensure that they hae proded ther Passport/NTN/CNIC and ald Zakat Declaraton under Zakat & Ushr Ordnance 1980 (for Zakat Exempton) to ther respecte Partcpant/CDC Inestor Account Serces/Company s Share Regstrar. EVotng Pursuant to the Companes (EVotng) Regulatons, 2016, wll be able to exercse ther rght to ote through eotng by gng ther consent n wrtng at least 10 days before the date of the meetng to the Company on the appontment of Executon Offcer by the ntermedary as Proxy. Dstrbuton of Annual Report The audted fnancal statements of the Company for the year ended 30 th June 2016 hae been made aalable on the Company s webste ( n addton to annual and quarterly fnancal statements for the pror years. Further, ths s to nform that n accordance wth SRO 470(I)/2016 dated 31 st May 2016, through whch SECP has allowed companes to crculate the annual audted accounts to ts members through CD/DVD/USB nstead of transmttng the hard copes at ther regstered addresses, subject to consent of and complance wth certan other condtons, the Company has obtaned approal n an Extra Ordnary General Meetng held on 21 st September Accordngly, Annual Report of the Company for the year ended 30 th June 2016 s dspatched to the through CD. Howeer, f a shareholder, n addton, request for hard copy of Annual Audted Fnancal Statements, the same shall be proded free of cost wthn seen days of recept of such request. For conenence of, a Standard Request Form for proson of Annual Audted Accounts hae also been made aalable on the Company s webste (

5 Statement under Secton 160(1)( of the Companes Ordnance, 1984 Ths statement sets out the materal facts concernng the Specal Busness gen n Agenda tems No. 5 of the Notce to be transacted at the Annual General Meetng of the Company. Drectors of the Company hae no nterest n the nestee companes except n ther capacty as drector / shareholder.

6 ANNEXURE Statement under Secton 160(1)( of the Companes Ordnance, 1984, n complance wth Regulaton 4(2) of Companes (Inestment n Assocated Companes or Assocated Undertakngs) Regulatons, 2012, for decson to make nestment under the authorty of a resoluton passed pursuant to prosons of secton 208 of the Ordnance s not mplemented ether fully or partally: The Company n ts preous general meetngs had sought approals under secton 208 of the Companes Ordnance, 1984 for nestments n the followng Assocated Companes and Assocated Undertakngs n whch nestment has not been made so far, ether fully or partally. Approal of renewal of unutlsed porton of equty nestments and sanctoned lmt of loans and adances s also hereby sought for some of the companes as per followng detals : 1 Name of assocated company/undertakng: Jaedan Corporaton Lmted 3,250,000,000 2,050,909,906 Watng for an approprate tme 2,231,550,000 runnng fnance; (to be) 200,000, ,000,000 Guarantee; (to be) Earnngs per share basc & dluted Net Proft Shareholders Equty Breakup alue 1,199,090,094 FY & ,616,000 8,936,538,000 13,060, ,231,550, & ,521,000 8,745,100,000 14,124,202, ,000,000

7 2 Name of assocated company / undertakng : Summt Bank Lmted 755,822, ,071,472 Watng for an approprate tme n the nterest of the Earnngs per share basc & dluted Net Proft Shareholders Equty Breakup alue 498,751, & ,222,000 11,957,666, ,420,421, FY & ,450,000 12,361,537, ,457,341, Name of assocated company / undertakng : Arf Habb Lmted 2,921,676,000 2,869,206,426 Watng for an approprate tme 1,500,000,000 runnng fnance; (to be) Earnngs per share Net Proft Shareholders Equty Breakup alue 52,469,574 FY ,496,751 2,705,524,303 5,563,341, ,500,000, ,534,952 2,681,027,552 4,034,683,

8 4 Name of assocated company / undertakng : MCB Arf Habb Sangs and Inestments Lmted 481,200,000 81,947,527 Watng for an approprate tme n the nterest of the Earnngs per share Net Proft Shareholders Equty Breakup alue 399,252,473 FY ,108,886 1,549,228,787 2,173,870, ,863,350 1,505,038,859 2,019,331, Name of assocated company / undertakng : Pakarab Fertlzers Lmted 2,324,332,000 1,324,332,073 Watng for an approprate tme runnng fnance; (to be) Earnng / (loss) per share Net Loss Shareholders Equty Breakup alue 999,999, ,459,712,000 23,911,341,000 65,680,440, FY2014 (0.10) (44,661,000) 20,773,411,000 52,726,710,

9 6 Name of assocated company / undertakng : Fatma Fertlzer Company Lmted 2,500,000, ,037,106 Watng for an approprate tme n the nterest of the runnng fnance; (to be) Earnngs per share Net Proft Shareholders Equty Breakup alue 1,799,962, ,253,611,000 40,288,509,000 94,789,153, FY ,257,796,000 36,757,024,000 83,120,963, Name of assocated company / undertakng : Rotocast Engneerng Company (Prate) Lmted 300,000,000 Watng for an approprate tme 200,000,000 runnng fnance; (to be) (Loss) / Earnngs per share Net (Loss) / Proft Shareholders Equty Breakup alue 300,000,000 (54.41) (54,409,362) 3,880,698,633 5,937,415,088 3, ,000,000 FY ,003,460 2,641,362,558 3,559,052,252 2,641.36

10 8 Name of assocated company / undertakng : Arf Habb Dolmen REIT Management Lmted 1,500,000,000 Watng for an approprate tme n the nterest of the runnng fnance; (to be) Earnngs / (Loss) per share Net Proft / (Loss) Shareholders Equty Breakup alue 1,500,000, ,142, ,913,307 1,546,425, FY2014 (1.84) (15,566,686) 37,451,388 54,654, Name of assocated company / undertakng : Asha Steel Mlls Lmted 3,750,000,000 2,204,863,398 Watng for an approprate tme 2,750,000, ,686,712 runnng fnance; (to be) 3,500,000,000 2,500,000,000 Guarantee; (to be) Loss per share Net Loss Shareholders Equty Breakup alue 1,545,136,602 FY2016 (1.43) (154,891,000) 2,655,343,000 15,352,275, ,750,000,000 (4.97) (1,210,822,000) 2,810,748,000 15,336,862, ,500,000,000

11 10 Name of assocated company / undertakng : Power Cement Lmted 3,322,000,000 1,558,388,199 Watng for an approprate tme runnng fnance; (to be) 500,000, ,857,143 Guarantee; (to be) Earnngs Net Proft Shareholders Equty Breakup alue 1,763,611,801 FY ,391,000 2,348,110,000 6,242,978, ,833,000 1,862,170,000 5,988,209, ,000, Name of assocated company / undertakng : Sachal Energy Deelopment Pt Lmted 3,250,000,000 2,746,465,560 Watng for an approprate tme 250,000,000 runnng fnance; (to be) Loss per share Net Loss Shareholders Equty Breakup alue 503,534,440 FY2016 (0.05) (14,881,012) 2,601,435,541 3,770,898, ,000,000 (0.33) (20,420,138) 481,851, ,235,

12 12 Name of assocated company / undertakng : Safe Mx Concrete Lmted 150,000,000 Watng for an approprate tme n the nterest of the 150,000,000 runnng fnance; (to be) Earnngs per share Net Proft Shareholders Equty Breakup alue 150,000, ,262, ,127, ,307, ,000,000 FY ,546, ,864, ,934, "Name of assocated company / undertakng : Dolmen Cty REIT 201,492,133 Watng for an approprate tme Earnngs per unt Net Proft Total untholders fund Net Asset Value per unt 798,507,867 FY ,742,638,000 40,261,026,000 40,885,917, ,977,000 22,688,323,000 23,218,502,

13 Form of Proxy 22 nd Annual General Meetng The Company Secretary Arf Habb Corporaton Lmted Arf Habb Centre 23, M.T. Khan Road Karach. I/ we of of Arf Habb Corporaton Lmted holdng CDC A/c. No. hereby appont Mr./Mrs./Mss of (full address) Mr./Mrs./Mss beng a member(s) ordnary shares as per or falng hm/her of (full address) (beng member of the company) as my/our Proxy to attend, act ote for me/us and on my/our behalf at the Twenty Second Annual General Meetng of the Company to be held on October 29, 2016 and/or any adjournment thereof. Sgned ths day of Wtnesses: 1. Name : Address : CNIC No. : Sgnature : Sgnature on Rs. 5/ Reenue Stamp 2. Name : Address : CNIC No. : Sgnature : NOTES: 1. A member enttled to attend and ote at the meetng may appont another member as hs / her proxy who shall hae such rghts as respects attendng, speakng and otng at the meetng as are aalable to a member. 2. Proxy shall authentcate hs/her dentty by showng hs/her orgnal CNIC / passport and brng folo number at the tme of attendng the meetng. 3. In order to be effecte, the proxy Form must be receed at the offce of our Regstrar M/s. Central Depostory Company of Pakstan, Share Regstrar Department, CDC House, 99B, BlockB, S.M.C.H.S, Man ShahraeFasal, Karach, not later than 48 hours before the meetng duly sgned and stamped and wtnessed by two persons wth ther sgnature, name, address and CNIC number gen on the form. 4. In the case of ndduals attested copes of CNIC or passport of the benefcal owners and the proxy shall be furnshed wth the proxy Form. 5. In the case of proxy by a corporate entty, Board of Drectors resoluton/power of attorney and attested copy of the CNIC or passport of the proxy shall be submtted alongwth proxy Form.

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