Punjab Oil Mills Limited’s notice of annual general meeting

Punjab Oil Mills Limited’s notice of annual general meeting

Karachi: This is to inform you that the 30th Annual General Meeting of the Company will be held on Saturday, October 29, 2011 at 10.30 A.M. at its Registered Office in Mills Premises Plot No. 26, 27, 28 Industrial Triangle, Kahuta Road, Islamabad.

Agenda of the meeting is enclosed herewith for your information and record.

Notice of Annual General Meeting

Notice is hereby given that the 30th Annual General Meeting of the shareholders of Punjab Oil Mills Limited will be held on Saturday, October 29, 2011 at 10:30 A.M. at Plot No.26, 27, 28 Industrial Triangle, Kahuta Road, Islamabad to transact the following business:

Ordinary Business

1. To confirm the minutes of the Extraordinary General Meeting of the company held on April 02, 2011.

2.  To receive, consider and adopt the audited financial statements of the company for the year ended June 30, 2011 together with the Directors’ and Auditors’ Reports.

3.  To approve the interim dividend already paid @ 10%        i.e. Rs. 1.00 per share] and interim bonus shares already issued @ 10% i.e. 10 shares for every 100 shares held] announced by the Board of Directors of the Company for the financial year 2010-2011.

4. To appoint Auditors of the Company to hold office till conclusion of the next Annual General Meeting and to fix their remuneration

Special Business

5. To consider and approve the remuneration of Director of the Company.

6. To consider and recommend adoption of alteration a new object clause in Memorandum of Association and replacement of clauses of the existing Articles of Association of the Company and approve the following resolution as Special Resolution in this respect with or without modification: –

RESOLVED unanimously that the regulations contained in the printed documents submitted to this meeting, and for the purpose of identification subscribed by the Chairman hereof, be approved and adopted alteration in Memorandum and Articles of Association of the Company, subject to the approval of Securities and Exchange Commission of Pakistan.

FURTHER RESOLVED that the Chief Executive and Company Secretary be and are hereby authorized to comply with all formalities in this regard.

7. To transact any other business with the permission of the Chair.

A Statement under Section 160 (I) (b) of the Companies Ordinance, 1984 and comparison of old and new clauses of Memorandum and Articles of Association of the Company is being sent to the shareholders along with this notice.

Notes:

1. The Share Transfer Books of the Company will remain closed from October 23, 2011 to October 29, 2011 (both days inclusive).

2. A member entitled to attend and vote at this meeting may appoint another member as his/her proxy to attend and Vote for him/her. Proxies in order to be effective, must be received at the Registered Office of the Company not later than 48 hours before the time of holding the meeting and must be duly stamped signed and witnessed.

3. CDC shareholders desiring to attend the meeting are requested to bring their computerized original National Identity Card, Account and participant’s ID numbers, for identification purpose and in case of proxy, to enclose an attested copy of his/her National Identity Card as per guide lines laid down in Circular No. 1 dated January 26, 2000 issued by SECP.

4. Members are requested to notify the Company of any change in their addresses, if any.

Statement of Material facts under section 160 of the Companies ordinance,1984.

This statement set out the material facts concerning the “Special Business” to be transacted at the 30th Annual General Meeting of the Company to be held on October 29, 2011.

The approval of the members will be sought for:

Agenda Item # 5   Increase the Remuneration of Executive Director. As required by under Section 218 of the Companies Ordinance, 1984.

The Approval of remuneration of Executive Director in the Special Resolution set out below includes approval to the holding of his respective office of profit in the Company, the said Director is personally interested to the extent of remuneration payable to him and the office of profit held by him. He is related to Chairman and Chief Executive of the Company.

The Board of Directors of the Company in its meeting held on September 26, 2011 has approved an increase of Rs. 20,000/- per month in remuneration of Mr. Usman Ilahi Malik Director of the Company w. e. f. July 01, 2011. The monthly remuneration after increase would be as Rs. 220,000/-.

The said increase was given in view of rising inflation in recent time.

The members are accordingly requested to pass with or without modification, the following resolution as a Special Resolution:

“RESOLVED THAT the gross salary of Mr. Usman Ilahi Malik Director of the Company be and are hereby increased from Rs. 200,000/- to Rs. 220,000/- with effect from 01-07-2011, while other terms and conditions of service will remain unchanged”.

The information under section 218 of the Companies Ordinance, 1984 is annexed herewith this report as Annexure “A”.

Agenda Item #6:  Amendments in Memorandum of Association of the Company

The Management of your Company intends to enhance the scope of business of your Company a part of its diversification strategy. The additions in Memorandum of Association are being made to augment the following object clause.

Clause26. “To cultivate, grow, collect, process, produce, set-up and carryon the business of agriculture farming, Crop Farming, Fruit Fanning, Fruit farming, Mushrooms Farming and to purchase, seeds, feeds, fertilizers, pesticides, irrigation systems etc for the purpose”.

Amendments in Articles of Association of the Company

The amendments in the Articles of Association of the Company are being made to align the Articles of the Company to commensurate with the recent developments in laws and regulations, Code of Corporate Governance and changing business environment etc.

Information under Section 218 of the Companies ordinance, 1984.

In pursuance of Section 218 of the Companies Ordinance, 1984, you are hereby informed that the Board of Directors of Punjab Oil Mills Limited has recommended for the approval of the shareholders, an increase of the following:-

 

Name and Designation Last Increase After Yearly
Drawing Increase
Mr. Usman Ilahi Malik Director Rs. 200,000/- Rs. 20,000/- Rs. 220,000/- Rs. 2,640,000/-

 

The above remuneration shall be subject to such adjustments, bonuses and other entitlements as may be granted at any time and from time to time by the Board of Directors of the Company and/or in accordance with the policies and the service rules of the Company for the time being in force.

For more information, contact:
Rana Shakeel Shaukat
Company Secretary
Punjab Oil Mills Limited
Plot no: 26-27-28,
Industrial Triangle Kahuta Road,
Islamabad.
Tel: 35761585-86
Fax: 35710235
Email: finance@punjaboilmills.com

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