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Salfi Textile Mills Limited’ Submission of Notice of Annual General Meeting

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by September 20, 2011 Board Meetings

Karachi: In Compliance with the provisions of Listing Regulation 18 (2) we are pleased to enclose herewith the Copy of notice of Annual General Meeting for the year ended June 30, 2011

Notice is hereby given that the 44th Annual General Meeting of the Shareholders of Salfi Textile Mills Limited will be held on Monday the October 10, 2011 at 11:30 A.M. at 5th Floor Textile Plaza M.A. Jinnah Road Karachi, to transact the following business: –

Ordinary Business

1. To confirm the minutes of the 43rd Annual General Meeting held on October 16, 2010.

2. To receive, consider and adopt the report of the Directors and Auditors and Audited Accounts of the Company for the year ended June 30, 2011.

3. To appoint Auditors for the year 2011-12 and fix their remuneration. The retiring auditors M/S. M. Yousuf Adil Saleem and Co., Chartered Accountants being eligible have offered themselves for reappointment.

4. To approve the payment at cash dividend @ 30% (i.e. Rs.3.00 per share), for the year ended June 30, 2011 as recommended by the Board of Directors.

Special Business

5. To consider and if approved to pass with or without modification the following;

“Resolved that the company would grant a License to Tata Best Foods Ltd (an associated company) for the use and occupation of approximately 2.25 acres of surplus land at the Company’s Plot No, HX-01 situated in Landhi Industrial Area, Karachi.”

“Further Resolved that Board is authorized to execute the licensing agreement for the above referred transaction with the associated company and to complete the necessary formalities”

Statement under section 160(1) (b) of the Companies Ordinance 1984 pertaining to the Special Business will be sent to the Shareholders along with the Annual Report 2011.

6. To transact any other business or businesses with the permission of the Chairman.

Notes;

1. The Share Transfer Books of the Company will remain closed from October 03, 2011 to October 10, 2011 (both days inclusive).

2. A member entitled to attend and vote at this meeting may appoint proxy. Proxies, in order to be effective must be received by the Company not less than 48 hours before the meeting.

3. Any individual beneficial owner of CDC, entitled to attend and vote at this meeting, must bring his/her Original CNIC or Passport to prove his/her identity and in case of Proxy must enclose additionally an attested copy of his/her CNIC or Passport. Representatives of corporate members should bring the usual documents required for such purpose.

4. Shareholders are requested to notify the change of address, if any, immediately.

Statement Under Section 160(1) (B) of the Companies Ordinance,1984

The purpose of this statement is to set forth the material facts in relation to the special business.

Salfi Textile Mills Limited (‘STML’) runs a Textile Spinning plant in the piece or parcel of Plot bearing No. HX-01, measuring 18.878 Acres (the ‘Land’), situated in Landhi Industrial Area, Karachi, which it owns and is in lawful possession. The manufacturing plant needs and occupies approximately 14.293 Acres in the Land and the rest of the area in the Land is currently surplus and unutilized and the Company is not earning any return in relation there to.

Tata Best Foods Limited (‘TBFL’), a public limited company, is in the process of setting up a food processing plant and has approached STML to grant them a License for the use and occupation of a portion of approximately 2.25 acres in the Land for a commercial consideration.

TBFL is an associated company and the following Directors have the following shareholdings in both companies:

Name of common Directors Shareholding in STML Shareholding in TBFL
Mr. Anwar Ahmed Tata 2,402,036 100
Mr. Shahid Anwar Tata 184,030 25,000
Mr. Adeel Shahid Anwar 8,720 100

The Board of STML has engaged surveyors who have reported that the current market rental rates in Landhi Industrial Area for a 2.25 acre plot are approximately Rs.3.25/- per square feet per month. Therefore in order to ensure that this is an arms-length transaction, the same rate has been fixed as the License Fee.

The tenure of agreement will be for a term of eleven months and twenty nine days, renewable for additional nineteen term at the prevailing market rates, wit option to the license to purchase the licensed area from the Licensor at the then prevailing market rates of land as mutually agreed by the parties hereto.

The proposed agreement with TBFL will not result in any violation of law nor in any loss to the shareholders. In fact, it will result in an additional income to STML in the form of license fee.

The Directors of the Company have no interest in the special business or special resolution, save to the extent of their respective shareholding in the Company.

In Compliance with the provisions of Listing Regulation 18 (2) we are please enclose herewith the Copy of notice of Members / Shareholders for submission copy of CNIC.

This is to inform you that your Computerized National Identity Card (CNIC) number is not recorded available in the books of our company.

We refer following S.R.O. and Notice / Notification issued by the Central Board of Revenue (CBR) and Securities and Exchange Commission of Pakistan (SEOP) for submission of copy of CNIC and printing of CNIC number on the dividend warrant(s).

1. CBRs S.R.O. 641 (i)/2005 dated June 27, 2005.

2. SECP’s Notice dated April 02, 2010 issued in respect of S.R.O. 286/ (I)/2005 dated March 31, 2005.

3. SECP’s SRO Notification dated August 18, 2011 advising the companies that the dividend warrant(s) should bear the Computerized National Identity Card Number of the registered member / shareholder.

The prime intention of our company is to follow the directives of Regulators, so that the shareholders may not suffer in case of any trouble which may be arisen / occurred in future.

In view of the above, you are requested to send photocopy of your valid Computerized National Identity Card (both sides) along with Folio number and name of company (Salfi Textile Mills Limited) at the earliest to our Share Registrar at the following address, so as to minimize risk factor and to safeguard your interest as valuable shareholder.

Noble Computer Services (Pvt.) Limited
Registrar: Salfi Textile Mills Limited
First Floor, House of Habib Building (Siddiqsons Tower),
5-Jinnah Cooperative Housing Society,
Main Shahrah-e- Faisal,
Karachi-75350
Tel: (92-21) 34325482-87 (6 lines)
Fax: (92-21) 34325442
E-mail: ncsl@noble.computers.com

In case, you have already submitted the above information and /or CDC Shareholder, please ignore this notice.

For more information, contact:
Salfi Textile Mills Limited
8, 8th Floor, Textile; Plaza,
M.A. Jinnah Road,
Karachi – Pakistan
E-Mail: headoffice@tatatex.com
Phones: 3242-6761-2-4,
Fax: 3241-7710

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