Paramount Spinning Mills Limited’s notice of the extraordinary general meeting

Paramount Spinning Mills Limited’s notice of the extraordinary general meeting

Karachi: This is to inform you that pursuant to the Order dated 30.5.2011 of the High court of Sindh at Karachi, passed in Civil Miscellaneous Application No. 161 of 2011 in Petition Judicial and Miscellaneous No 22 of 2011 an Extra Ordinary General Meeting of Paramount Spinning Mills Limited (PASM) shall be held on 1 August 2011 at Trading Hall, Cotton Association, Cotton Exchange Building, I. I. Chundrigar Road, Karachi at 10.30 P.M to transact the following business:

A. Ordinary Business

To confirm the minutes of the preceding General Meeting of the shareholders.

B. Special Business

That pursuant to the Order dated 30.5.2011 of the High Court of Sindh at Karachi, passed in Civil Miscellaneous Application No. 161 of 2011 in Petition Judicial Miscellaneous No. 22 of 2011 to consider and if thought fit to pass with or without modification the following as special resolution for the amalgamation of Gulshan Spinning Mills Limited and Gulistan Spinning Mills Limited with and into Paramount Spinning Mills Limited in accordance with the Scheme of Arrangement for Amalgamation as approved by the Board of Directors of Paramount Spinning Mills Limited on April 5, 2011.

The special resolution to be passed is as under:

Resolved That the Scheme of Arrangement for Amalgamation dated April 5, 2011of 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 approved and adopted subject to sanction by the Honorable High Court of Sindh at Karachi. In terms of the provisions of the Companies Ordinance, 1984,

C. Other Business

To consider any other business that may be placed before the meeting with the permission of the Chair.

Notes:

A. General

1. The Register of Members of the Company will remain closed from 24-7-2011 to 1-08-2011 (both days inclusive). Transfer received in order at the office of Share Registrar of the Company i.e. Hameed Majeed Associates (Pvt.) Ltd. 5th Floor, Karachi Chambers, Hasrat Mohani Road, Karachi at the close of business on 23-07-2011 will be treated in time.

2. The recent annual/quarterly accounts, Memorandum and Articles of Association and other related information of Paramount Spinning Mills Limited may be inspected during the business hours on any working day at the Registered Office of Paramount Spinning Mills Limited from the date of publication of this notice till the conclusion of the General Meeting.

3. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote for him/her.

4. The instrument appointing a proxy, together with Power of Attorney, if any, under which it is signed or a notarially certified copy thereof, should be deposited, with the Company Secretary, Paramount Spinning Mills Limited, 2nd Floor, Finlay House, I. I. Chundrigar Road, Karachi not less than 48 hours before the time of holding the meeting.

5. CDC Shareholders, entitled to attend and vote at this meeting, must bring with them their National Identity Cards / Passport in original to prove his / her identity, and in case of Proxy must enclose an attested copy of his / her NIC or Passport. Representatives of corporate members should bring the usual documents required for such purpose.

6. If a member appoints more than one proxy, and more than one instrument of proxy is deposited by a member, all such instruments of proxy shall be rendered invalid.

Statement under Section 160(1)(b) of the Companies Ordinance, 1984 concerning the Special Business

Subject the sanction of the High Court of Sindh at Karachi under the Scheme of Arrangement for Amalgamation, Gulshan Spinning Mills Limited and Gulistan Spinning Mills Limited will be merged /amalgamated with and into Paramount Spinning Mills Limited by transfer to and vesting in Paramount Spinning Mills Limited the whole of undertakings and businesses of Gulshan Spinning Mills Limited and Gulistan Spinning Mills Limited together with all the properties, assets, rights, liabilities, quotas and obligations of every kind and description as subsisting on July 1, 2010

The merger/amalgamation of Gulshan Spinning Mills Limited and Gulistan Spinning Mills Limited with and into Paramount Spinning Mills Limited shall be effective by way of a Scheme Of Arrangement for Amalgamation in accordance with the provisions of Sections 284 to 288 of the Companies Ordinance, 1984 and on the basis of the valuation calculated by M, Yousuf Adil Saleem and Co., Chartered Accountants, pursuant to their report dated April 1, 2011 and the swap ratio as recommended by the Board of Directors of Paramount Spinning Mills Limited for the purposes of the merger/amalgamation, (i) 1 ordinary share of Rs, 10/-, each fully paid up of Paramount Spinning Mills Limited shall be issued to the shareholders of Gulshan Spinning Mills Limited in exchange for every 1.1981 ordinary share of Rs, 10/-, each fully paid up of Gulshan Spinning Mills Limited held by them and (ii) 1 ordinary share of Rs,10/-, each fully paid up of Paramount Spinning Mills Limited shall be issued to the shareholders of Gulistan Spinning Mills Limited in exchange for every 1.7677 ordinary share of Rs. 10/-, each fully paid up of Gulistan Spinning Mills Limited held by them.

The Scheme of Arrangement for Amalgamation (without its annexures) is being enclosed along with this notice. The Scheme of Arrangement for Amalgamation (along with all its annexures) is available for inspection to any person entitled to attend the Extra Ordinary General Meeting at the office of the Company Secretary of Paramount Spinning Mills Limited free of cost during normal office hours and is also available for download from www.gulistangroup.com.pk, Copies of the Scheme of Arrangement for Amalgamation can also be obtained upon request by any person entitled to attend the Extra Ordinary General Meeting from the office of the Company Secretary of Paramount Spinning Mills Limited situated at 2nd Floor, Finlay House, I. I. Chundrigar Road, Karachi, free of cost during normal office hours,

The directors of Gulshan Spinning Mills Limited, Gulistan Spinning Mills Limited and Paramount Spinning Mills Limited as holders of shares in those companies are interested in terms of the Scheme to such extent. The effect of the Scheme on the interests of these directors does not differ from its effect on the like interests of other members.

In view of the above, the Board of Directors of Paramount Spinning Mills Limited have approved and recommended the merger/amalgamation of Gulshan Spinning Mills Limited and Gulistan Spinning Mills Limited with and into Paramount Spinning Mills Limited and the swap ratio on the basis of which the shares of the Paramount Spinning Mills Limited will be issued to the shareholders of Gulshan Spinning Mills Limited and Gulistan Spinning Mills Limited.

Statement under Section 286 of the Companies Ordinance, 1984 concerning the Special Business

The statement setting forth the terms of Scheme of Arrangement for Amalgamation and explanation of its effect including the interest of the directors of Paramount Spinning Mills Limited and the effect of those interest and other ancillary information may be obtained upon request by any person entitled to attend the Extra Ordinary General Meeting from the office of the Company Secretary of Gulshan Spinning Mills Limited situated at 2nd Floor, Finlay House, I. I. Chundrigar Road, Karachi, free of cost during normal office hours.

The aforesaid statement is also enclosed along with this notice of the Extra Ordinary General Meeting.

For more information, contact:
Company Secretary
Paramount Spinning Mills Limited
2nd Floor, Finlay House,
I. I. Chundrigar Road, Karachi

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