Karachi, September 20, 2012 (PPI-OT): The advertisement of Notice of Annual General Meeting, which will appear in the Daily Business Recorder (English) Karachi/Lahore and Nawa-e-Waqt (Urdu) Karachi/Lahore on 25-09-2012, is attached herewith for your kind information and record.
Notice of Annual General Meeting
Notice is hereby given that 30th Annual General Meeting of Bolan Castings Limited will be held at the Registered Office of the Company Main RCD Highway. Hub Chowki, District Lasbella, Baluchistan, Pakistan, on Wednesday October 17, 2012 at 1100 hours to transact the following business:-
A. Ordinary Business
1. To confirm the minutes of the 29th Annual General Meeting.
2. To receive, consider and adopt the audited financial statements of the Company for the year ended June 30, 2012 together with the Directors’ and Auditors’ reports thereon.
3. To appoint auditors for the year ending June 30, 2013 and to fix their remuneration. Present Auditors M/s. Ernst and Young Ford Rhodes Sidat Hyder, Chartered Accountants retire and being eligible offer themselves for re-appointment.
4. To approve payment of dividend as recommended by the Directors.
B. Special Business
5. To approve amendments in the Articles of Association of the Company and to pass following resolution, with or without modification, as a special resolution:
Resolved and hereby agreed that the Articles of Association of the Company be and is hereby amended in the following manner:
a) Substitution of the following new Article for the existing Article 4.04:
“The instrument of transfer of any share shall be in writing in the usual common form provided in clause 9 of First Schedule (Table A) to the Ordinance.”
b) In Article 9.11:
i) substitution of the figure “10,000″ for the figure “3,000″ appearing in the line No. 3 of existing Article.
ii) insertion of the words “or Committees of the Board’ after the word “Board” appearing in line No. 4 of existing Article.
iii) substitution of the words “Board or Committees of the Board” for the words “Directors or Committees of Directors” appearing in the last line of existing Article.
C. Other Business
6. To transact any other business with the permission of the Chair.
1. The Share Transfer Books of the Company shall remain closed from October 09, 2012 to October 17, 2012 (both days inclusive). Transfers received in order at the office of our Share Registrar M/s. Central Depository Company of Pakistan Limited., CDC House, 99-B, Block-B, S.M.C.H.S., Main Shahrah-e-Faisal, Karachi-74400 by close of working hours on October 08, 2012 shall be treated in time.
2. A member entitled to attend and vote at the meeting may appoint another member as his/ her proxy to attend thy meeting and vote on his/ her behalf. Vote may be given either personally or by proxy or in case of a company/ corporation by a representative duly authorized.
3. Duly executed proxies in order to be effective must be received at the office of our Share Registrar M/s. Central Depository Company of Pakistan Limited at least 48 hours before the meeting.
4. Shareholders are requested to promptly notify any change in their addresses to our Share Registrar M/s. Central Depository Company of Pakistan Limited.
5. CDC 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.
5.1 For Attending the Meeting:
5.1.1 In case of individual, the account holder or sub-account holder shall authenticate his identity by showing his original Computerised National Identity Card (CNIC) or original passport at the time of attending the meeting.
5.1.2 In ease of corporate entity, the Board of Directors’ resolution/ power of attorney with specimen signature of the nominee shall have to be produced (unless it has been provided earlier) at the time of the meeting.
5.2 For Appointing Proxies:
5.2.1 In case of individual, the account holder or sub account holder, shall submit the proxy form as per the above requirement.
5.2.2 The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form.
5.2.3 Attested copies of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.
5.2.4 The proxy shall produce his/ her original CNIC or original passport at the time of the meeting.
5.2.5 In case of corporate entity, the Board of Directors’ resolution/power of attorney with specimen signature shall have to 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 set out the material facts concerning the Special Business, given in agenda item No. 5 of the Notice, regarding the amendments in the Articles of Association of the Company.
5 (a) SECP, vide a circular No. 18 of 2012 dated June 05, 2012, has amended the Form of Transfer Deed, provided in clause 9 of First Schedule to the Companies Ordinance, 1984.
In order to bring the Article 4.04 of the Articles of Association of the Company in conformity with the clause 9 of First Schedule to the Companies Ordinance, 1984, the existing Article 4.04 is required to be substituted with the afore mentioned new Article 4,04, by way of passing a Special Resolution.
The Directors, directly or indirectly, do not have any interest in the resolution.
5 (b) As per existing practice amongst various companies, the Board of Directors in its meeting held on September 04, 2012 has recommended, subject to approval of amendments in the Articles of Association of the Company, a fee of Rs. 10,000/- be paid to Non Executive Director (s) other than full time working Directors of the Company for attending meetings of the Board and Committees of the Board with restrictions / reservations, if any, under any applicable laws and regulations.
The Directors of the Company are interested in the resolution to the extent of meeting fee to which they are entitled.
The document highlighting the proposed amendments is available at Registered Office as well as Head Office of the Company for inspection during office hours excluding Saturdays and Sundays and Gazetted holidays.
For more information, contact:
Bolan Castings Limited
F-1, S.I.T.E., Hub River Road,
Karachi – 75730 Pakistan
Tel: (0092-21)-32579819, 32579681, 32566712 -4