Sana Industries Limited’s notice of annual general meeting
Karachi: We are enclosing herewith a copy of Notice of Annual General Meeting of the Company to be held on 15th October, 2011 for your information and record please.
Notice is hereby given that the 26th Annual General Meeting of the Shareholders of the Company will, lnsha-Allah, be held on Saturday, the 15th October, 2011 at 11.00 A.M at the Company’s Office, situated at SF-96, S.I.T.E., Karachi to transact the following business:-
(1) To confirm the minutes of the Extra Ordinary General Meeting held on 3rd December, 2010.
(2) To receive, consider and adopt the Annual Audited accounts of the Company for the year ended 30th June, 2011, together with the Auditors’ Report and Directors’ Report thereon.
(3) To approve cash dividend, Directors have recommended a final cash Dividend @75%.
(4) To appoint statutory Auditors of the Company and fix their remuneration for the year ending 30th June, 2012. The present Auditors M/S. Muniff Ziauddin Junaidy and Co., Chartered Accountants retire and being eligible, offer themselves for re-appointment.
(5) To consider and approve issuance of Stock dividend (Bonus shares) @25% to the shareholders of the Company as recommended by the Board of Directors.
(6) To consider and approve payment of remunerations to the Chief Executive and other full time Directors of the Company.
(7) To transact any other business with the permission of the Chair.
A statement of material facts under Section 160(1)(b) of the Companies Ordinance, 1984 relating to the special businesses to be transacted is sent to all the shareholders with the Notice of this AGM.
1. The Share Transfer Books of the Company will remain closed from 8/1012011 to 15/10/2011 (both days inclusive) and the final dividend will be paid to the shareholders whose names will appear in the Register of Members on 07/10/2010.
2. A member entitled to attend and vote at the meeting may appoint a proxy in writing to attend the meeting and vote on the member’s behalf. A Proxy need not be a member of the Company.
3. Duly completed forms of proxy must be deposited with the Company Secretary at the Office of the Company, situated at SF-96, S.I.T.E., Karachi (Phone No.32561728) not later than 48 hours before the time of meeting.
4. Shareholders (Non CDC) are requested to promptly notify the Company’s Registrar of any change in their addresses and submit, if applicable to them, the Non-deduction of Zakat Form CZ-50 with the Registrar of the Company M/s. Central Depository Company of Pakistan Ltd., Share Registrar Department, CDC House, 99-B, Block B, S.M.C.H.S., Karachi. All the Shareholders holding their shares through the CDC are requested to please update their addresses and Zakat status with their Participants. This will assist in prompt receipt of Dividend.
5. Members who have not yet submitted photocopy of their Computerized National Identity Card to the Company are requested to send the same at the earliest.
6. CDC account holders will further have to follow the guidelines as laid down in Circular 1 dated 28th January, 2000, issued by the Securities and Exchange Commission of Pakistan.
Statement U/S 160 (1) (b) of the companies Ordinance, 1984,
A statement under Section 160(1) (b) of the Companies Ordinance, 1984 pertaining to the Ordinary resolution is appended below.
Agenda No.5 – issuance of Bonus Shares
The Board of Directors in their meeting held on 15th September, 2011 had recommended the issue of bonus shares in the ratio of one (1) share for every four (4) shares held i.e. 25%, the following resolution for which is being put before the shareholders for their approval with or without modification:
“Resolved that as recommended by the Board of Directors an amount of Rs.13,750,000 (Rupees Thirteen million seven hundred fifty thousand only) be transferred to Reserve for issue of bonus shares by appropriation of Rs. 13,750,000 from un-appropriated profit and that the paid-up capital of the Company be increased by issue of 1,375,000 fully paid shares of Rs.10/- each in the ratio of 1 share for every 4 shares held i.e. 25% to the shareholders whose names appear in the Register of Members at the close of business on 7th October, 2011 ranking parri passu in all respect with the existing shares of the Company.
Further Resolved that in the event of any member holding fraction of shares, the Company Secretary be and is hereby authorized to consolidate such fractional entitlement and sell the same in the stock market and the proceeds of sale (less expenses) when realized be distributed to the entitled shareholders.
Agenda No.6 – Remunerations of Directors
The shareholders approval is sought for the increase in remunerations of the following Directors:
Name of Director
|(1)||Mr. Mohammed Younus Nawab||Rs.200.000||Rs.40.000||Rs.240.000|
|(2)||Mr. Mohammed Irfan Nawab||Rs.300.000||Rs.60.000||Rs.360.000|
|(3)||Mr. Ibrahim Younus||Rs.150.000||Rs.30.000||Rs.180.000|
|(4)||Mr. IsmaiI Younus||Rs.Nil||Rs.75.000||Rs.75.000|
|(5)||Mr. Mohammed Faizanullah||Rs.Nil||Rs.75.000||Rs.75.000|
It is pertinent to mention that these remunerations were fixed 2 years back in the 24th Annual General Meeting of the Company held on 10th October, 2009 and since then no increment has been made in the remunerations of the Directors.
For the purpose, it is proposed that the following Resolution be passed, with or without modification, by the Shareholders as an Ordinary Resolution.
“Resolved that the Company hereby approves and authorizes payment of monthly remunerations (salary) together with other benefits, in accordance with the Rules of the Company, be paid to the following full time working Directors of the Company, with effect from 1st July, 2011.
|(a)||Mr. Mohammed Younus Nawab, Chief Executive:||Rs.240.000/- plus free use of Company’s maintained Car.|
|(b)||Mr. Mohammed Irfan Nawab, Director:||Rs.360.000/- plus free use of Company’s maintained Car.|
|(c)||Mr. Ibrahim Younus, Director:||Rs.180.000/- plus free use of Company’s maintained Car.|
|(d)||Mr. IsmaiI Younus, Director:||Rs.75.000/- plus free use of Company’s maintained Car.|
|(e)||Mr. Mohammed Faizanullah, Director:||Rs. 75.000/- plus free use of Company’s maintained Car.|
The working Directors are interested in the Resolution to the extent of their respective remunerations.
For more information, contact:
Sana Industries Limited
P.O. Box 10651, 8F-96,
Sindh Industrial Trading Estate,
E-mail: [email protected]