Karachi: Notice is hereby given that the Forty-sixth Annual General Meeting of Security Papers Limited will be held on Thursday, the August 25, 2011 at 10:00 AM at The Institute of Chartered Accountants of Pakistan, Chartered Accountants Avenue, Clifton, Karachi to transact the following business:
A. Ordinary Business
1. To receive, consider and adopt the Audited Financial Statements of the Company for the year ended June 30, 2011 together with the Reports of the Auditors and the Directors.
2. To declare final cash dividend at the rate of Rs 5/- per share i.e. 50% for the year ended June 30, 2011 as recommended by the Board of Directors.
3. To appoint Auditors for the year 2011-12 and to fix their remuneration.
4. To elect four Directors as fixed by the Board for a term of three years [other than those nominated by (i) Pakistan Security Printing Corporation (Pvt.) Limited (PSPC), (ii) Sumer Holding A.S. Genel Mudurlugu , Turkey (SHAS) and (iii) Industrial Development and Renovation Organization of Iran (IDRO)] in place of the following retiring Directors who are eligible for reelection.
Mr. Mustapha A. Chinoy
Sheikh Mohammad Aijaz Akhtar
Mr. Ansar Hussain
Mr. Jamal Nasim
B. Special Business
To consider and approve borrowings by directors requiring sanction of the Company.
The shareholders are hereby informed that the Company has entered into financing documents in terms whereof Bank Al-Habib Limited has agreed to provide a finance facility of up to Rs 1.00 billion to the Company for the purposes of balancing, modernization and replacement (BMR) programme of the Company. The Company has, to date, availed an amount equal to Rs 445 million out of the said facility and has also made repayments of Rs 40 million. Accordingly, at close of the financial year an amount of Rs 404 million is appearing as outstanding in the books of the Company in respect of the said facility.
The Company now wishes to avail further financing from the limit of Rs1billion available to it in respect of the Bank Al-Habib Facility. However, in availing the original financing and in availing the additional financing, the Company has I will exceed the amount of the paid up capital of the Company which currently stands at Rs 411 million. In view of the same and as per the requirements of the Articles of Association of the Company, the ratification of the shareholders in a general meeting is required in respect of the previously availed financing and the approval of the shareholders of the Company is sought to enable the Company to avail the following finance facility: drawdown additional funds in respect of the Bank Al-Habib Facility up to the extent of the permitted limit of Rs 1.00 billion.
It is proposed to consider, approve and ratify the following resolution as a special resolution, subject to any amendment as may be proposed by the shareholders.
“RESOLVED that the Company be and is hereby authorized to avail / seek disbursement in respect of the financing facility obtained from Bank Al-Habib Limited to the extent of Rs 1.00 billion for the purposes of the balancing modernization and replacement (BMR) programme of the Company on such terms and conditions as the directors of the Company may deem fit and to negotiate the terms of the said financing and execute the necessary financing and security documents with lenders in this respect.”
“FURTHER RESOLVED that the amount previously obtained by the Company in excess of its paid up capital be and is hereby ratified by the shareholders.”
Statement under section 160(1) (b) of the Companies Ordinance, 1984
This statement sets out the material facts concerning the special business, given in agenda item.
As per Articles of Association of the Company, directors shall have powers from time to time at their discretion to borrow any sum or sums of money for the purposes of the Company provided that the total amount borrowed or secured shall not exceed the paid up capital of the Company without the sanction of the special resolution of the Company.
The Directors of the Company have no interest in the Special Business and/or the Resolution except to the extent of their respective shareholdings and remuneration in the Company.
1. The Share Transfer Books of the Company will remain closed from August 17 to August 25, 2011 (both days inclusive) Transfers received in order at the office of our Share Registrar, M/s. FAMCO Associates (Pvt.) Limited, 1st Floor, State Life Building No.1-A, I. I. Chundrigar Road, Karachi-74000 by the close of business on August 16, 2011 will be considered in time to determine the above mentioned entitlement and to attend and vote at the Meeting.
2. Any person who seeks to contest an election to the office of Director shall whether he/she is a retiring Director or otherwise, file with the Company at its Registered Office not later than fourteen days before the date of the meeting. (i) a notice of his/her intention to offer himself/herself for election as a Director; (ii) a declaration (specimen may be obtained from Registered Office) on the matters required by the Code of Corporate Governance; (iii) a consent on prescribed Form 28 and (iv) attested copy of ONIC and NTN.
3. A member entitled to attend and vote at this meeting may appoint any other member as his/her proxy to attend and vote on his/her behalf. The instrument appointing proxy must be received at the Registered Office of the Company duly stamped and signed not later than 48 hours before the meeting.
CDC Account Holders will further have to follow the under mentioned guidelines as laid down in Circular No.1 dated January 26, 2000 issued by the Securities and Exchange Commission of Pakistan.
A. For Attending the Meeting:
(i) In case of individuals, the account holder or sub-account holder and/or the person whose securities are in group account and their registration details are uploaded as per the Regulations, shall authenticate his/her identity by showing his/her original Computerized National Identity Card (CNIC) or original passport at the time of attending the meeting.
(ii) In case of corporate entity, the Board of Directors’ resolution/ power of attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the time of the meeting
B. For Appointing Proxies:
(i) In case of individuals, the account holder or sub-account holder and/or the person whose securities are in group account and their registration details are uploaded as per the Regulations, shall submit the proxy form as per the above requirement.
(ii) The proxy form shall be witnessed by two persons whose names, addresses and CNIC Numbers shall be mentioned on the form.
(iii) Attested copies of CNIC or Passport of the beneficial owners and the proxy shall be furnished with the proxy form.
(iv) The proxy shall produce his/her original CNIC or original Passport at the time of the meeting.
(v) In case of corporate entity, the Board of Directors’ resolution/power of attorney with specimen signature shall be submitted (unless it has been provided earlier) along with proxy form to the Company.
4. Members are requested to provide by mail or fax their National Tax No. (NTN) and CNIC or passport No. if foreigner (unless it has been provided earlier) to enable the Company comply with relevant laws.
5. Members are requested to notify any change in their addresses immediately to our Share Registrar, M/s. FAMCO Associates (Pvt.) Limited, 1st Floor, State Life Building No1-A, I. I. Chundrigar Road, Karachi-74000.
For more information, contact:
Muhammad Abdul Aleem
Security Paper Limited
Jinnah Avenue. Malir Halt,
Tel: +9221 99248536-37
Fax: +9221 99248616