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Saturday, February 24th, 2018

The Karachi Stock Exchange (Guarantee) Limited’s notice about reduction in paid up capital

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Karachi: The Receipt of the under mentioned document(s) filed, registered and recorded pursuant to the provisions of the Companies Ordinance, 1984 (XLVII of 1984), is hereby acknowledged.

1. Form 26 dated 06-12-2010. Special resolution passed by the Company on 30-10-2010 for reduction of paid-up share capital From Rs. 1300 million divided into 130 Million ordinary shares of Rs.10/- each to Rs. 650 Million dividend into130 Million Ordinary shares of Rs. 5/- each.

2. A copy of the minute under section 102(1) of the Ordinance and Order dated 16-05-2011 passed by the Lahore High Court, Lahore in Case No. C.O. 51/2010 to the following effect:

i) Confirming the Special Resolution passed by the Company for reduction of share capital;

ii) Approving the minute under section 102(1) of the Ordinance; and

iii) Directing that the Company shall add to its name for a period of six months the words “and reduced” pursuant to Section 98 of the Ordinance.

In the matter of Kohinoor Spinning Mills Limited

Petition under section 97 of the Companies Ordinance, 1984

Fully Party Names and Prayer Attached

Order P.T.O.

Form No: HCJD/C-121

Order Sheet

In the Lahore High Court Lahore Judicial Department

Case No. C.O.51/2010

In the matter of Companies Ordinance

Versus

Kohinoor spinning Mills Limited

Date of order/Proceeding

16.5.11

Order with signature of Judge, and that of Parties’ counsel, where necessary

Mr. Faiz Rasool Khan Jalbani, Advocate, for the petitioner.

Mr. Saqlain Arshad, Deputy Director for SECP.

This is a petition under section 97 of the Companies Ordinance, 1984, seeking confirmation of a resolution reduction of Share capital of the Company. Notices were issued to shareholders as well as secured creditors. Notices were published in daily “News” and “Nawa-e-Waqt” in accordance with the requirements of law. Except the Securities and Exchange Commission of Pakistan, no one has entered appearance to oppose the petition. No objection has been raised by any of the secured Creditors.

2. The petitioner/Company was incorporated on 3.7.1970 as a Public Limited Company under the Companies Act, 1913 (now Companies Ordinance, 1984). It is engaged in business of establishing, promoting, running factories and mills to carry on the business of spinning, weaving and manufacturing and dealing in cotton or cotton ginning or fibrous substances. It has its registered office at Kashan-e-Yousaf, Khawaja Street, Chakwal.

3. The petitioner has an authorized capital of Rs. 1,300,000,000/- divided into 130,000,000/- ordinary shares of Rs.10/- Each.

4. In terms of Article 35 of the Articles of Association of the petitioner/Company, it has the power, subject to Confirmation by the Court and provisions of sections 96 to 107 of the Companies Ordinance, 1984, by special resolution to reduce its capital by paying of the capital or canceling capital which has been lost or is unrepresented by available assets or otherwise, as may seem expedient. It has been pointed out that the petitioner/Company has sustained losses of Rs.916,612,715 /- mainly on account of high financial costs and operating losses. The Board of Directors of the petitioner/Company in its meeting held on 8.10.2010, recommended 50% reduction in the paid up capital of the Petitioner/Company by reducing nominal value of each share from Rs.10/- to Rs.5/- in order to set off the accumulated losses of the capital.

5. The shareholders of the Company passed the following resolution in accordance with section 2(1)(36) of the Companies Ordinance, 1984,in a meeting which is validly convened and held as Annual General Meeting on 30.10.2010 after notice dated 8.10.2010 containing the Special Resolution was sent to the shareholders with the Annual Report of the petitioner/Company. The said notice is also published in daily “Nawa-e-Waqt’ and “Nation” on 9.10.2010 as per requirement of the Ordinance. The contents of the resolution are reproduced below:-

RESOLVED that the paid up capital of the Company be and is hereby reduced (subject to the requirements of the Companies Ordinance, 1984) by canceling the issued and paid up capital of the Company which has been lost or is unrepresented by its available assets to the extent of fifty percent (50%), that is Rs.5/- (Rupees five) on each of the issued shares of the Company and reducing the nominal value thereof to Rs.5/- (Rupees five.) each.

FURTHER RESOLVED that the figures and words “Rs. 1,300,000,000/- (Rupees one billion three hundred million) divided into 130,000,000 (One Hundred thirty million) ordinary shares of Rs.10/-”, appearing in Clause V of the Memorandum of Association of the Company be and are hereby substituted by the figures and words “Rs. 650,000,000 /- (Rupees six hundred fifty million) divided into 130,000,000 (one hundred thirty million) ordinary shares of Rs.5/- (Rupees five) each”.

FURTHER RESOLVED that the figures and words “Rs. 1,300,000,000/- (Rupees One billion three hundred million) divided into 130,000,000 (One Hundred thirty million) ordinary shares of Rs.10/- each”, appearing in Clause 5 of the Article of Association of the Company be and are hereby substituted by the figures and words “Rs,650,000,000/- (Rupees six hundred fifty million) divided into 130,000,000 (one hundred thirty million) ordinary shares of Rs.5/- (Rupees five) each”.

FURTHER RESOLVED that Khawaja Mohammad Naveed, Chief Executive and Mr. Muhammad Jahangir Khan Company Secretary of the Company (the “Authorized Officers”) be and is hereby authorized by and on behalf of the Company to singly do all acts, deeds and things and to take all necessary steps to complete all legal formalities, to file all necessary documents and to appear before all relevant authorities, including the Court, the Securities and Exchange Commission of Pakistan and Karachi Stock Exchange or any other competent body and/or authority in connection with the reduction of the capital of the Company. The Authorized Officers are further authorized to file a petition before the Court seeking confirmation of the special resolution passed for reduction of the share capital and to take all steps facilitating the said confirmation. The Authorized Officers shall have the power to consent on behalf of all concerned to any modifications or additions to the subject resolution(s) or to any condition, which the Court may think, fit, to impose. The Authorized Officers are further authorized to issue letters, sign documents and to do all other incidental acts, deeds and things as may be considered appropriate by him in his better judgment in order to achieve the objectives of this resolution, including engagement of legal counsel for the purposes of representing the Company before all relevant authorities, including the Court, Securities and Exchange Commission of Pakistan and/or any other competent body and/or authority and to take all further actions in this regard as may be prescribed by the Court or otherwise.”

6. In compliance of the provisions of section 172 of the Ordinance, the petitioner/Company also filed a Special Resolution in Form-XXVI dated 8.10.2010 with the Companies Registration Office.

7. An extract of the minute books showing proceedings of the Annual General Meeting at which the aforesaid Special resolution was passed is annexed with the petition and has been examined by this Court.

8. The learned counsel for the petitioner submits that the proposed reduction of share capital of the petitioner/Company neither involves any diminution of liability in respect of the unpaid share capital nor payment of any shareholder of any unpaid capital. It is designed to work justly and equitably amongst the shareholders of the petitioner/Company and will not adversely affect the interests of members of the public, if any, who may be induced to take up the petitioner/Company’s share. He further points out that creditors are not affected in any manner by the proposed reduction in the share capital in terms of the Special Resolution. The existing value of the petitioner/Company’s assets is not affected by the proposed reduction.

9. The minutes proposed to be registered under section 102(1) of the Companies Ordinance are as follows:-

The paid up capital of the Company be and is hereby reduced (subject to the requirements of the Companies Ordinance, 1984) by canceling the issued and paid up capital of the Company which has been lost or is unrepresented by its available assets to the extent of fifty percent (50%), that is Rs.5/- (Rupees five) on each of the issued shares of the Company and reducing the nominal value thereof to Rs.5/- (Rupees five) each.

The figures and words “Rs.1,300,000,000/- (Rupees One billion three hundred million) divided into 130,000,000 (One Hundred thirty million) ordinary shares of Rs.10/- each”, appearing in Clause V of the Memorandum of Association of the Company be and are hereby substituted by the figures and words “Rs.650,000,000/-(Rupees six hundred fifty million) divided into 130,000,000 (one hundred thirty million) ordinary shares of Rs.5/- (Rupees five) each”.

The figures and words “Rs.1,300,000,000/- (Rupees One billion three hundred million) divided into 130,000,000 (One Hundred thirty million) ordinary shares of Rs.10/- each”, appearing in Clause 5 of the Article of Association of the Company be and are hereby substituted by the figures and words “Rs.650,000,000/- (Rupees six hundred fifty million) divided into 130,000,000. (one hundred thirty million) ordinary shares of Rs.5/- (Rupees five) each”.

10. The learned counsel for SECP has raised an objection that since the Company is registered with SECP at Islamabad, therefore, this Court lacks jurisdiction to entertain this matter.

11. Section 7 of the Companies Ordinance, 1984, provides that the court having jurisdiction under the Ordinance shall be the High Court having jurisdiction in the place at which the registered office of the company is situated. Admittedly, the registered office of the company is situated at Kashana-e-Yousaf Khawaja Street, Chakwal. District Chakwal falls within the territorial jurisdiction of this Court. The contention of the Learned counsel for SECP that since the Company is registered with the Islamabad Office of SECP, therefore, this Court lacks jurisdiction has no force. Therefore, the objection regarding territorial jurisdiction is misconceived and is overruled.

12. Despite notice sent through courier service as well as published in the daily “Nawa-e-Waqt” and “News”, no one has entered appearance on behalf of the shareholders or creditors to oppose this petition for reduction of capital pursuant to the aforementioned Special Resolution. This Court, therefore, confirms the Special Resolution with permission for reduction of share capital. The minutes proposed to be registered under section 102(1) of the Companies Ordinance, 1984, reproduced above are also approved and permitted to be registered.

13. The Company is directed that it shall add to its name for a period of six months the words “and reduced “pursuant to section 98 of the Companies Ordinance, 1984.This petition is disposed of in the above terms.

Order sheet In the Lahore high court Lahore Judicial department

Case no: C.O.No.51 of 2010

Date of order/Proceeding

10. 12. 2010

Order with Signature of Judge, and that of Parties’ counsel, where Necessary.

Mr . Faiz Rasool Khan Jalbani Advocate

This is a petition under Section 95 of the Companies Ordinance, 1984 for confirmation of resolution passed by the company for reduction of its share capitals.

2. Let notice be issued to the Shareholders/Directors, Creditors as well as Securities and Exchange Commission of Pakistan List of the shareholders along with the addresses of the aforesaid parties shall be submitted by the learned counsel within three days, where after notices shall be issued through courier services at the expenses of the petitioner for 26.01.2011

Order sheet In the Lahore high court Lahore Judicial department

Case no: CO.No.51 of 2010

Date of order/Proceeding

26.01.2011

Order with Signature of Judge, and that of Parties’ counsel, where Necessary.

Mr . Faiz Rasool Khan Jalbani Advocate for the petitioner.

Mr.Kaleem Ashraf Senior Superintendent Executive SECP.

Representative of SECP seeks time to retain a counsel and file reply, Let him so within two weeks.

2. Office has reported that in compliance with order dated 10.12.2010; notices have also been issued through courier services to the Director/shareholder of the petitioner Company. No one has entered appearance to represent the said respondents. Consequently, I am inclined to direct that notices be issued in daily “Nawa-I-Waqt” and “The News” for 28.02.2011 regarding pendency of this petition. Necessary expense shall be deposited by the petitioner within one week.

Mr . Faiz Rasool Khan Jalbani Advocate for the petitioner .

Mr.Muhammad Saqlain Arshad, Deputy Directors (Legal), SECP.

Latter seeks further time to file reply to the petition. Let him do so positively within ten days, where after the matter shall be re-listed on 24.03.2011

Order sheet In the Lahore high court Lahore Judicial department

Company Petition No.51-2010

Case No:

In the Matter of Companies Ordinance, 1984.

Versus Kohinoor Spinning Mills.

Order with Signature of Judge, and that of Parties’ counsel, where Necessary.

Mr. Nasir Hussain Chohan, Advocate for the petitioner.

Mr. Muhammad Saqlain Arshad, Deputy Director for SECP.

Learned counsel for SECP has submitted that he needs time to place the reply on record. Let him do so today. A preliminary objection has been raised by SECP that according to Section 7 of the Companies Ordinance 1984 the court dealing with a matter of this nature is a court within whose jurisdiction the registered office of the company is situated. The registered office of the company is located at Islamabad, therefore, the Islamabad High Court has jurisdiction to adjudication upon the matter. Let the learned counsel for the petitioner meet this objection on the next date of hearing.

2. Adjourned to 14.4.2011.

14.04.2011

Mr. Nasir Hussain Chohan, Advocate for the petitioner.

Mr.Kaleem Ashraf, Senior Superintendent SECP.

Parawise comments have been filed. Representative of SECP seeks time in view of the fact that certain matters need to be clarified by the Deputy Director Law, who will appear on the next date of hearing.

2. Let the matter be relisted for hearing on 16.05.2011.

In the matter of Companies Ordinance, 1984 and Kohinoor Spinning Mills Limited, having its Head Office at 7/1-E-3, Main Boulevard, Gulberg-III, Lahore in the Province of Punjab.

Petition under Section 97 of the Companies Ordinance, 1984 for Confirming Reduction of Share Capital.

May it please your Judiciousness:

1. That the resume of the facts engendering the submission of present petition is that M/s. Kohinoor Mills Limited was incorporated on 23rd July, 1970 as a public limited company in Pakistan under the Companies Act, 1913 (Now Companies Ordinance, 1984) and is quoted on Karachi Stock Exchange. Copies of Certificate of Incorporation is annexed herewith as Annex-A.

2. That the petitioner company carries on the business of establishing, promoting, running factories or mills to carry on the business of spinning, weaving or manufacturing and dealing in cotton or cotton ginning or fibrous substances and preparation, dyeing or coloring of any of the said substances.

Prayer:

Wherefore it is prayed that this honorable court may be pleased:

(A) To confirm the reduction of share capital in terms of special resolution (annex-H) as referred to in Para No.9.

(B) To allow dispensation with the addition of words “and reduced” in accordance with proviso of section 98 of the companies Ordinance.

(C) To prove the minutes to be registered under section 102(1) of the Companies Ordinance as set out in Para no.11.

(D) To pass such further order or orders and to issue all consequential and, necessary directions as this Honorable Court may deem fit and proper in the circumstances.

CO No. 51/2010

In the matter of Companies Ordinance, 1984 and Kohinoor Spinning Mills Limited, having its Head Office at 7/1-E-3, Main Boulevard, Gulberg-III, Lahore in the Province of Punjab.

PETITION UNDER SECTION 97 OF THE COMPANIES ORDINANCE, 1984 FOR CONFIRMING REDUCTION OF SHARE CAPITAL

MAY IT PLEASE YOUR JUDICIOUSNESS:

1. That the resume of the facts engendering the submission of present petition is that M/s. Kohinoor Mills Limited was incorporated on 23rd July, 1970 as a public limited company in Pakistan under the Companies Act, 1913 (Now Companies Ordinance, 1984) and is quoted on Karachi Stock Exchange. Copies of Certificate of Incorporation is annexed herewith as Annex-A.

2. That the petitioner company carries on the business of establishing, promoting, running factories or mills to carry on the business of spinning, weaving or manufacturing and dealing in cotton or cotton ginning or fibrous substances and preparation, dyeing or coloring of any of the said substances and the purchase and sale of yarn, cloth and other manufactured fibrous products. Copies of Memorandum and Articles of Association are appended herewith as Annex-B and C.

3. That the petitioner company has its registered office at Kashan-e-Yousaf, Khawaja Street, Chakwal.

4. That the petitioner company has an authorized capital of Rs. 1,300,000,000/- (Rupees Thirteen Hundred Millions) divided into 130,000,000/- ordinary share of Rs.10I- each with the rights, privileges and condition attaching thereto as provided by the regulations of the Company with power to increase and reduce the capital of the company. The pattern of the share holding of the petitioner company as on June 30, 2010 is set out hereinafter.

 

S.# Categories of shares holders. Number of shares holders Number of shares held %
1. Individuals. 524 128,258,946 98.66
2. Investment companies. 5 69,000 0.05
3. Insurance Companies. 1 53,100 0.04
4. Joint Stock Companies. 9 172,106 0.13
5. Financial Institutions. 7 894,348 0.69
6. Modaraba Companies. 3 40,500 0.03
7. Foreign Companies. 6 511,500 0.39
8. Others. 1 500 0.00
———– ——
556 130,000,000 100.00

 

Copy of the latest Form A of the petitioner company filed with the Company Registration Office under Section 156 of the Ordinance, is annexes herewith as Annex-D.

5. That shortly after its incorporation, the petitioner company commenced business and it since has been and is still carrying on business.

6. That in the Article 35 of the Articles of Association of the petitioner company, it is provided that the petitioner company may, subject to confirmation by the court, and subject to provision contained under sections 96 to 107 of the Companies Ordinance, 1984, from time to time, by special resolution, reduce its capital by paying off the capital or cancelling capital which has been lost or is unrepresented by available assets, or otherwise as may seem expedient.

7. That the assets and liabilities of the petitioner company and its financial position as on 30.06.2010 is detailed in the Audit. Report duly audited by M/s. Hameed Khan and Company, Chartered Accountant, 16-A, Link Farid Kot Road, Near A.G. Office, Lahore and the same is appended herewith as Annex-E.

8. That the petitioner company has sustained losses of Rs. 916,612,715/ mainly due to high financial cost and operating losses. The Board of Directors of the petitioner company, in their meeting held on 08.10.2010 recommended 50% reduction in the paid up share capital of the petitioner company by reducing nominal value of each share from Rs.10/- to Rs.5/ in order to set off the accumulated losses of the capital.

9. That the share holders of the petitioner company passed the following resolution in accordance with section 2(1)(36) of the Ordinance which validly was convened and held as Annual General Meeting on 30.10.2010 after the notice dated 08.10.2010 containing the special resolution duly sent to the share holders with the Annual Report of the petitioner company and published in the daily newspaper on 09.10.2010 in accordance with the provision of Ordinance. The contents of Special Resolution are reproduced hereunder:

“RESOLVED that the paid up capital of the Company be and is hereby reduced (subject to the requirements of the Companies Ordinance, 1984) by cancelling the issued and paid up capital of the Company which has been lost or is unrepresented by its available assets to the extent of fifty percent (50%), that is Rs. 5/- (Rupees five) on each of the issued shares of the Company and reducing the nominal value thereof to Rs. 5/- (Rupees five) each.

FURTHER RESOLVED that the figures and words “Rs. 1,300,000,000/- (Rupees One billion three hundred million) divided into 130,000,000 (One Hundred thirty million) ordinary shares of Rs. 10/- each appearing in Clause V of the Memorandum of Association of the Company be and are hereby substituted by the figures and words “Rs. 650,000,000/- (Rupees six hundred fifty million) divided into 130,000,000 (one hundred thirty million) ordinary shares of Rs.5/- (Rupees five) each”

FURTHER RESOLVED that the figures and words “Rs. 1,300,000,000/- (Rupees One billion three hundred million) divided into 130,000,000 (One Hundred thirty million) ordinary shares of Rs. 10/- each “, appearing in Clause 5 of the Article of Association of the Company be and are hereby substituted by the figures and words “Rs. 650,000,000/- (Rupees six hundred fifty million) divided into 130,000,000 (one hundred thirty, million) ordinary shares of Rs. 5/- (Rupees five) each.

FURTHER RESOLVED that Khawaja Mohammad Naveed, Chief Executive and Mr. Muhammad Jahangir Khan Company Secretary of the Company (the “Authorized Officers”) be and is hereby authorized by and on behalf of the Company to singly do all acts, deeds and things and to take all necessary steps to complete all legal formalities, to file all necessary documents and to appear before all relevant authorities, including the Court, the Securities and Exchange Commission of Pakistan and Karachi Stock Exchange or any other competent body and/or authority in connection with the reduction of capital of the Company. The Authorized Officers are further authorized to file a petition before the Court seeking confirmation of the special resolution passed for reduction of the share capital and to take all steps facilitating the said confirmation. The Authorized Officers shall have the power to consent on behalf of all concerned to any modifications or additions to the subject resolution(s) or to any condition, which the Court may think, fit to impose. The Authorized Officers are further authorized to issue letters, sign documents and to do all other incidental acts, deeds and things as may be considered appropriate by him in his better judgment in order to achieve the objectives of this resolution, including engagement of legal counsel for the purposes of representing the Company before all relevant authorities, including the Court, Securities and Exchange Commission of Pakistan and/or any other competent body and/or authority and to take all further actions in this regard as may be prescribed by the Court or otherwise.”

The copies of Advertisements are also appended as Annex F and F/1. In compliance of the section 172 of the Ordinance the petitioner company filed the special resolution on Form 26 dated 08.10.2010. Copy of Form 26 is Annex-G. Copy of extract of the minutes book showing the proceedings of the Annual General Meeting at which special resolution was passed is also annexed herewith as Annex-H.

10. That the proposed reduction of share capital of the petitioner company neither involves any diminution of liability in respect of the unpaid share capital nor payment to any share holder of any unpaid capital. It is designed to work justly and equitably amongst the share holders of the petitioner company and will not adversely affect the interest of the members of the public, if any, or who may be induced to take up the petitioner company’s shares. Creditors are not affected in any manner by proposed reduction of the share capital in terms of the special resolution who are not entitled to object. The existing value of the petitioner company’s assets is not affected by the proposed reduction.

11. That form of minutes proposed to be registered under section 102(1) of the Ordinance is as follows: The paid up capital of the Company be and is hereby reduced (subject to the requirements of the Companies Ordinance, 1984) by cancelling the issued and paid up capital of the Company which has been lost or is unrepresented by its available assets to the extent of fifty percent (50%), that is Rs.5/- (Rupees five) on each of the issued shares of the Company and reducing the nominal value thereof to Rs. 5/- (Rupees five) each.

The figures and words “Rs. 1,300,000,000/- (Rupees One billion three hundred million) divided into 130,000,000 (One Hundred thirty million) ordinary shares of Rs. 10/- each ` appearing in Clause V of the Memorandum of Association of the Company be and are hereby substituted by the figures and words “Rs. 650,000,000/- (Rupees six hundred fifty million) divided into 130,000,000 (one hundred thirty million) ordinary shares of Rs.5/- (Rupees five) each’.

The figures and words `Rs. 1,300,000,000/ (Rupees One billion three hundred million) divided into 130,000,000 (One Hundred thirty million) ordinary shares of Rs. 10/- each”. appearing in Clause 5 of the Article of Association of the Company be and are hereby substituted by the figures and words “Rs. 650,000,000/- (Rupees six hundred fifty million) divided into 130,000,000 (one hundred thirty million) ordinary shares of Rs. 5/- (Rupees five) each “.

Prayer:

Wherefore it is prayed that this Honorable Court may be pleased:

(A) To confirm the reduction of share capital in terms of special resolution (Annex-H) as referred to in Para No.9.

(B) To allow dispensation with the addition of words “and reduced” In accordance with proviso of section 98 of the Companies Ordinance.

(C) To prove the minutes to be registered under section 102(1) of the Companies Ordinance as set out in Para No.11.

(D) To pass such further order or orders and to issue all consequential and necessary directions as this Honorable Court may deem fit and proper in the circumstances.

Petitioner

Muhammad Jahangir Khan

Company Secretary

Kohinoor Spinning Mills Ltd.

FAIZ RASOOL KHAN JALBANI

Advocate High Court

CC. No. P-DG-18515

NASIR HUSSAIN CHOHAN

Advocate High Court

C.C. No.P-BP-35162

FAIZ JALBANI and CO,

Advocates and Legal Consultants

First Floor, Barlas Building

13-Fane Road, Lahore

For more information, contact:
Karachi Stock Exchange
Tel: +9221 111 001 122
Fax: +9221 3241 0825, +9221 3241 5136
Email: info@kse.com.pk
Web: www.kse.com.pk

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