Paramount Spinning Mills Limited’s merger by way of amalgamation

Paramount Spinning Mills Limited’s merger by way of amalgamation

Karachi: Kindly refer to your letter No C-717-4901 dated 12-08- 2011 on the subject of merger by way of amalgamation. As. directed certified true copy of the special resolution adopted by the shareholders of the following company in the EOGM held on 01-08-2011 are encloseds. Further compliance to your letter of 11-04-2011 will be assured at the relevant of point of time.

1. Paramount Spinning Mills Limited (PASM)

2. Gulshan Spinning Mills Limited

3. Gulistan Spinning Mills Limited

Minutes of the Extra Ordinary General Meeting of the Shareholders of Paramount Spinning Mills Limited Held on 01-08-2011 at 2:00 P.M. at trading Hall, Cotton Association, Cotton Exchange Building I.I., Chundrigar Road, Karachi.

The Secretary confirmed the availability of quorum through the presence of the members and the proxies in their favour. The quorum remained available throughout the meeting.

The meeting commenced with recitation from the Holy Quran by the Secretary of the Company who also congratulated the members on the commencement of the Holy Month of Ramadan.

In term of the orders of Honorable High Court Mr. Tanveer Ahmed who is a Director and Chief Executive of the Company took the Chair.

The Members present in person and by proxy represented issued share capital of the values shown hi the following table.

 

Representing face value
Members Present No. of Shares of Rs.10/- each of the shares (Rupees)
————— —————————– ———————–
In person (159) 1,367,884 13,678,840
By proxy (11) 13,104,545 134,045,450
————– ———- ———–
Total (170) 14,772,429 141,724,290

 

Item “A” of’ Agenda

The minutes of the preceding meeting of the General meeting were confirmed unanimously.

Item “B” Special Resolution:

Prior to the presentation of the resolution for shareholders approval the Secretary informed the house that the Board of Directors of the Company on05-04-2011 unanimously resolved an scheme of arrangement of the Company with Gulshan Spinning Mills Limited Paramount Spinning Mills Limited alongwith the Swap ratio as calculated by Deloitte. Consequently an application was listed before the High Court of Sindh at Karachi and compliance to their order this meeting has been summoned by observing by observing all the legal formalities i.e. dispatch of notice with scheme of arrangement and Form of Proxy under Certificate of Postal to shareholders Simultaneously the Notice was also published on Business Recorder and Nawa-e-Waqt at Karachi and Lahore on 09-07-2011.

The Secretary further informed the house that in term of SECP’s direction notice of meeting of shareholders with the scheme of arrangement was required to be submitted to SECP simultaneously to its dispatch to shareholders. This was complied with. The SECP sent a letter on 19-07-2011 in which they sought certain clarification and also the documents.

The main emphasis of SECP was that while determining the SWAP RATIO the DCF method was not adopted and hence called to provide independent calculation on this basis as well also the SECP had requested reason / Justification for not including surplus in revaluation of property, plant and Equipment as part Equity While calculating the SWAP ratio While compliance to their letter was in hand we received yet another letter from SECP on 29-07-2011 in which they directed the Company to update the shareholders in the EOGM scheduled for 01-08-2011 regarding the queries highlighted vide their letter of 19-07-2011 by circulating this letter to the shareholders alongwith its clarification. A detailed letter clarifying the SECP queries was sent on the same day i.e. 29-07-2011 probably one crossed the other.

Hence these directions were compiled with to the extent that in the first instance the Secretary explained the contents of both the letters, distributed it and invited the shareholders to collect such letters if someone has not received it. When the shareholder gone through the contents of this letter the Secretary read the following Special Resolution and solicited their approval:-

Resolved that the scheme of Arrangement for Amalgamation dated April 5, 2011 of Gulshan Spinning Mills Limited and Gulistan Spinning Mills Limited with and into Paramount Spinning Mills Limited and members of the said Companies, placed before, the meeting for consideration and approval be and is hereby approval and adopted subject to sanction by the Honorable High Court of Sindh at Karachi, in term of the provisions of the Companies Ordinance, 1984.

The Secretary explained that in their prayer to the Court so also in the Scheme of Arrangement we proposed the effective date as 1-7-2010 but it would depend upon the High Court as to which date would be the date of merger. To clarify further the Chairman said that the date of merger would be the date as stated by the Honorable High Court. This is clearly mentioned in the para 3.1 of the Scheme. In case High Court state 30-6-2011 as the date of merger than probably accounts of all the three Companies would be prepared separately and would be approved in term of the law.

The shareholders thereafter adopted the following resolution unanimously:

“Resolved that the Scheme of Arrangement for Amalgamation dated April 5, 2011 of GSM Ltd, and GTSM Ltd, with and into PASM Ltd. and members of the said Companies placed before the meeting for consideration and approval be and is hereby approved and adopted subject to sanction by the Honorable High Court of Sindh at Karachi, in term of the provisions of the Companies Ordinance 1984”.

The Votes given for and against the resolution were as stated in the following table:

 

Members Voting

In Favour

Against

No. of Sharesof Rs. 10/- each Representingface value of

Shares (Rupees)

No. of Sharesof Rs. 10/- each Representingface value of

Shares (Rupees)

————– —————- ————– —————- ————–
In person (159) 1,367,884 13,678,840
By Proxy (11) 13,404,545 134,045,450 NIL NIL
————– ———- ———–
Total (170) 14,772,429 147,724,290

 

 

 

The meeting concluded with the thanks to the Chairman.

Chairman

Minutes of the Extra Ordinary General Meeting of the Shareholders of Gulshan Spinning Mills Limited Held on 01-08-2011 at 3:00 P.M. at trading Hall, Cotton Association, Cotton Exchange Building I.I., Chundrigar Road, Karachi.

The Secretary confirmed the availability of quorum through the presence of the members and the proxies in their favour. The quorum remained available throughout the meeting.

The meeting commenced with recitation from the Holy Quran by the Secretary of the Company who also congratulated the members on the commencement of the Holy Month of Ramadan.

In term of the orders of Honorable High Court Mr. Tanveer Ahmed who is a Director and

Chief Executive of the Company took the Chair.

The Members present in person and by proxy represented issued share capital of the values shown hi the following table.

 

Members Present No. of Shares ofRs.10/- each Representing face valueof the shares (Rupees)
In person (168) 134,390 1,343,900
By proxy (16) 17,715,956 177,159,560
————– ———- ———–
Total (184) 17,850,346 178,503,460

 

 

 

Item “A” of’ Agenda:

The minutes of the preceding meeting of the General meeting were confirmed unanimously.

Item “B” Special Resolution:

Prior to the presentation of the resolution for shareholders approval the Secretary informed the house that the Board of Directors of the Company on 05-04-2011 unanimously resolved an scheme of arrangement of the Company with Gulshan Spinning Mills Limited Paramount Spinning Mills Limited alongwith the Swap ratio as calculated by Deloitte. Consequently an application was listed before the High Court of Sindh at Karachi and compliance to their order this meeting has been summoned by observing by observing all the legal formalities i.e. dispatch of notice with scheme of arrangement and Form of Proxy under Certificate of Postal to shareholders Simultaneously the Notice was also published on Business Recorder and Nawa-e-Waqt at Karachi and Lahore on 09-07-2011.

The Secretary further informed the house that in term of SECP’s direction notice of meeting of shareholders with the scheme of arrangement was required to be submitted to SECP simultaneously to its dispatch to shareholders. This was complied with. The SECP sent a letter on 22-07-2011 in which they sought certain clarification and also the documents. The main emphasis of SECP was that while determining the SWAP RATIO the DCF method was not adopted and hence called to provide independent calculation on this basis as well also the SECP had requested reason / Justification for not including surplus in revaluation of property, plant and Equipment as part Equity While calculating the SWAP ratio While compliance to their letter was in hand we received yet another letter from SECP on 29-07-2011 in which they Directed the Company to update the shareholders in the EOGM scheduled for 01-08-2011 regarding the queries highlighted vide their letter of 22-07-2011 by circulating this letter to the shareholders alongwith its clarification. A detailed letter clarifying the SECP queries was sent on the same day i.e. 29-07-2011 probably one crossed the other. Hence these directions were compiled with to the extent that in the first instance the Secretary explained the contents of both the letters, distributed it and invited the shareholders to collect such letters if someone has not received it. When the shareholder gone through the contents of this letter the Secretary read the following Special Resolution and solicited their approval:-

Resolved that the scheme of Arrangement for Amalgamation dated April 5, 2011 of Gulshan Spinning Mills Limited and Gulistan Spinning Mills Limited with and into Paramount Spinning Mills Limited and members of the said Companies, placed before, the meeting for consideration and approval be and is hereby approval and adopted subject to sanction by the Honorable High Court of Sindh at Karachi, in term of the provisions of the Companies Ordinance, 1984.

The Secretary explained that in their prayer to the Court so also in the Scheme of Arrangement we proposed the effective date as 1-7-2010 but it would depend upon the High Court as to which date would be the date of merger. To Clarify further the Chairman said that the date of merger would be the date as stated by the Honorable High Court. This is clearly mentioned in the para 3.1 of the Scheme. In case High Court state 30-6-2011 as the date of merger than probably accounts of all the three Companies would be prepared separately and would be approved in term of the law.

The shareholders thereafter adopted the following resolution unanimously:

“Resolved that the Scheme of Arrangement for Amalgamation dated April 5, 2011 of GSM Ltd, and GTSM ltd, with and into PSM Ltd. and members of the said Companies placed before the meeting for consideration and approval be and is hereby approved and adopted subject to sanction by the Honorable High Court of Sindh at Karachi, in term of the provisions of the Companies Ordinance 1984”.

The Votes given for and against the resolution were as stated in the following table:

 

Members Voting

In Favour

Against

No. of Sharesof Rs. 10/- each Representingface value of

Shares (Rupees)

No. of Sharesof Rs. 10/- each Representingface value of

Shares (Rupees)

————– —————- ————– —————- ————–
In person (168) 134,390 1,343,900
By Proxy (16) 17,715,956 177,159,560 NIL NIL
————– ———- ———–
Total (184) 17,850,346 178,503,460

 

 

 

The meeting concluded with the thanks to the Chairman.

Chairman

Minutes of the Extra Ordinary General Meeting of the Shareholders of Gulistan Spinning Mills Limited held on 01-08-2011 at 10.30 a.m. at Trading Hall, Cotton Association, Cotton Exchange Building, I.I. Chundrigar Road, Karachi.

The Secretary confirmed the availability of quorum through the presence of the members and the proxies in their favour. The quorum remained available throughout the meeting.

The meeting commenced with recitation from the Holy Quran by the Secretary of the Company who also congratulated the members on the commencement of the Holy Month of Ramadan.

In term of the orders of Hon’ble High Court Mr. Tanveer Ahmed who is a Director and

Chief Executive of the Company took the Chair.

The Members present in person and by proxy represented issued share capital of the values shown in the following table.

 

Members Present No. of Shares ofRs.10/- each Representing face valueof the shares (Rupees)
In person (104) 731,277 7,312,770
By proxy (16) 11,764,958  117,649,580
————– ———- ———–
Total (120) 12,496,235 124,962,350

 

 

 

Item “A” of’ Agenda

The minutes of the preceding meeting of the General meeting were confirmed unanimously.

Item “B” Special Resolution:

Prior to the presentation of the resolution for shareholders approval the Secretary informed the house that the Board of Directors of the Company on 05-04-2011 unanimously resolved an scheme of arrangement of the Company with Gulshan Spinning Mills Limited Paramount Spinning Mills Limited (PSM) alongwith the Swap ratio as calculated by Deloitte. Consequently an application was listed before the High Court of Sindh at Karachi and compliance to their order this meeting has been summoned by observing by observing all the legal formalities i.e. dispatch of notice with scheme of arrangement and Form of Proxy under “Certificate of Postal” to shareholders Simultaneously the Notice was also published on Business Recorder and Nawa-e Waqt at Karachi and Lahore on 09-07-2011.

The Secretary further informed the house that in term of SECP’s direction notice of meeting of shareholders with the scheme of arrangement was required to be submitted to SECP simultaneously to its dispatch to shareholders. This was complied with. The SECP sent a letter on 22-07-2011 in which they sought certain clarification and also the documents.

The main emphasis of SECP was that while determining the “SWAP RATIO” the DCF method was not adopted and hence called to provide independent calculation on this basis as well also the SECP had requested reason / Justification for not including surplus on revaluation of property, plant and Equipment as part Equity while calculating the SWAP ratio While compliance to their letter was in hand we received yet another letter from SECP on 29-07-2011 in which they directed the Company to update the shareholders in the EOGM scheduled for 01-08-2011 regarding the queries highlighted vide their letter of 19-07-2011 by circulating this letter to the shareholders alongwith its clarification.

A detailed letter clarifying the SECP queries was sent on the same day i.e. 29-07-2011 probably one crossed the other. Hence these directions were compiled with to the extent that in the first instance the Secretary explained the contents of both the letters, distributed it and invited the shareholders to collect such letters if someone has not received it. When the shareholder gone through the contents of this letter the Secretary read the following Special Resolution and solicited their approval:-

“Resolved that the Scheme of Arrangement for Amalgamation dated April 5, 2011 of Gulshan Spinning Mills and Gulistan Spinning Mills Limited, with and into Paramount Spinning Mills Limited and members of the said Companies placed before the meeting for consideration and approval be and is hereby approved and adopted subject to sanction by the Honorable High Court of Sindh at Karachi, in term of the provisions of the Companies Ordinance 1984”.

The shareholders particularly Haji Ismail Husain Adam Habib and some other raised the following questions which were replied to their satisfaction.

i) The Cause of merger.

ii) How the SWAP ratios are determined and who had performed this job.

iii) What shall be the date of merger and whether the accounts of all the three companies which are closed on 30-6-2011 will be prepared separately and placed before the shareholders of each company in term of the law on or before 31.10.2011.

iv) What is the book value and reserve of GSM and GTSM as on 30-6-2010.

The Chairman replied that the cause of merger and the benefits emerging from it are given in the Scheme of Arrangement. However, in short presently in the textile sector only those entities have promised and assured future who had diverted themselves from spinning of yarn alone to the value addition. As a whole it is more beneficial from each and every aspect that we produce value added goods and create market for it as it would create more employment with PSM are basically the spinners of yarn alone, PSM have fully fledged operation of Dying, Bleaching, Snitching, and with manufacturing of garments. Its financial resource are much more than the merging units GSM and GTSM and therefore, hopefully this merger while curtail the administrative expenses, create better administrative control would also result in the enhanced profitability.

The SWAP ratios have been determined by Deloitte one of the known firm of Chartered Accounts on the prescribed and given parameters. He was also informed and shown as to how the SWAP ratios has been calculated taking the fluctuation of the share value during the year.

The Secretary explained that in their prayer to the Court so also in the Scheme of Arrangement we proposed the effective date as 1-7-2010 but it would depend upon the High Court as to which date would be the date of merger. To Clarify further the Chairman said that the date of merger would be the date as stated by the Honorable High Court. This is clearly mentioned in the para 3.1 of the Scheme. In case High Court state 30-6-2011 as the date of merger than probably accounts of all the three Companies would be prepared separately and would be approved in term of the law.

The audited accounts of GTSM and GSM for the year ended 30-6-2010 were available which were provided to the member in reply to his query about book value and reserve of the Companies.

After the above satisfactory question answer session the shareholders adopted the following resolution unanimously:

“Resolved that the  Scheme of Arrangement for Amalgamation dated April 5, 2011 of GSM Ltd. and GTSM ltd, with the into PSM Ltd. and members of the said Companies placed before the meeting for consideration and approval be and is hereby approved and adopted subject to sanction by the Honorable High Court of Sindh at Karachi, in term of the provisions of the Companies Ordinance 1984 ”.

 

Members Voting In Favour Against
No. of Sharesof Rs. 10/- each Representingface value of

Shares (Rupees)

No. of Sharesof Rs. 10/- each Representingface value of

Shares (Rupees)

————– —————- ————– —————- ————–
In person (104) 731,277 7,312,770
By Proxy (16) 11,764,958 117,649,580 NIL NIL
————– ———- ———–
Total (120) 12,496,235 124,962,350

 

For more information, contact:
Company Secretary
Paramount Spinning Mills Limited
2nd Floor, Finlay House,
I. I. Chundrigar Road, Karachi
Phone: 9221-2410221 / 2410220 / 2419947 / 2426017
Fax: 9221-2411559

Leave a Reply