Karachi: Enclosed please find a copy of the Notice of the Extraordinary General Meeting to be held on September 27, 2011 (Tuesday) for circulation amongst your members.
Notice of Extraordinary General Meeting
Notice is hereby given that Extraordinary General Meeting of the members of Amtex Limited (the Company) will be held on Tuesday September 27, 2011 at 11:30 A.M. at mills premises (processing unit) 1 K.M. Khurrianwala Jaranwala Road Faisalabad to transact the following business:
1. To confirm minutes of the Extraordinary General Meeting held on December 31, 2010.
2. Any other business with the permission of the chair.
1. Joint Venture and investment under section 208
To consider and if thought fit, to pass with or without modification the following resolution as special resolution:
Resolved that the consent and approval be and s hereby accorded for entering into Joint Venture agreement with Natco Home Fashions Incorporation (An American Company) to sell textile products to existing and new customers in Global Market”.
Further resolved that the consent and approval be and is hereby accorded under section 208 of the Companies Ordinance 1984 for investments up to US$ 500,000 (five hundred thousand only) in associated undertaking to be incorporated in USA by Amtex Limited and Natco Home Fashions, Inc. with equal shareholding rights to conduct the Joint Venture business”.
“Further resolved that the Chief Executive and/or the Company Secretary be and are hereby authorized to take and do and/or cause to be taken or done any/all necessary actions, deeds and things which are or may be necessary for giving effect to the aforesaid resolutions and to do all acts, matters, deeds and things which are necessary, incidental and/or consequential to the investment of the Company’s funds as above as and when required at the time of investment”.
2. Amendment in Memorandum of Association of the Company
To consider and, if thought fit, to pass the following resolution as Special Resolution authorizing the alteration in the Object Clause of the Memorandum at Association or the Company:
Resolved as Special Resolution that the Object Cause of Memorandum of Association of the Company be and is hereby amended to incorporate the following new sub-clauses 5, 6 and 7 in clause III of the Memorandum of Association.
Sub-Clause 5 “To enter into an agreement or any arrangement or joint venture or co-operation with any person or company or any other entity, Local or foreign, carrying on or engaged in any business or transaction which this Company is authorized to carry on or engage in, or otherwise assist and such person or company or entity within the scope of the object of the company”.
Sub-Clause 6. “To invest funds of the Company in shares stocks or securities of any company (local or foreign) debentures, debentures stocks or in any investments, short term and long term participation, term finance certificates or any other government securities in such manner as may from time to time be declared by the directors, without indulging non banking finance business, banking business or an investment company or any other unlawful business”.
Sub-Clause 7. “To acquire the substantial shares of any other company registered under Companies Ordinance 1984 or any other company incorporated outside Pakistan.”
“Further resolved that Chief Executive and/or Company Secretary be and hereby authorized to take all the necessary steps for compliance of all legal requirements in this regards”.
“Further resolved that the above amendments / alternations in Memorandum of association are subject to approval of Registrar (Securities and Exchange Commission of Pakistan)”.
A statement as required under Section 160 (1)(b) of the Companies Ordinance, 1984 is being sent to the members along with the notice.
1. The share transfer books of the company will remain closed from September 20 to September 27, 2011 (both days inclusive). Transfer received at (Vision Consulting Limited, 3-C Lawrence Road, LDA Flats, Lahore) close of business on September 19, 2011 will be treated in time for the purpose of entitlement of shareholders to attend the EOGM.
2. A member eligible to attend and vote at this meeting may appoint another members as his/her proxy to attend and vote instead of him/her. Proxies in order to be effective must be received at the Company’s Registered Office not later than 48 hours before the time of holding the meeting.
3. Members are requested to notify immediately changes, if any, in their registered address.
4. CDC Account Holders will further have to follow the under mentioned guidelines as laid down by the Securities and Exchange Commission of Pakistan.
In case of individuals, the account holder or sub-account holder and /or the person whose securities are in group account and their registered details are uploaded as per the Regulation, shall authenticate his identity by showing his original Computerized National Identity Card (CNIC) or original passport at the time of attending the Meeting.
In case of corporate entity, the Board of Director’ 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.
For Appointing Proxies:
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 requirements.
The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form.
Attested copies of the CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.
The proxy shall produce his original CNIC or original passport at the time of the Meeting.
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.
Statement of material facts u/s 160 (1) (b) of the Company Ordinance 1984.
The following statement sets out the material facts pertaining to the special business to be transacted at the Extraordinary General Meeting of Amtex Limited (the Company) to be held on September 27, 2011.
Joint Venture and investment under section 208
Amtex Limited “(The Company)” is going to form a “Joint Venture” Corporation with M/s Natco home Fashions Inc. on terms and conditions mutually agreed. The Natco Home Fashions was founded in 1917 and is engaged in the manufacturing and supply of home furnishing products in USA and Canada The Joint Venture will conduct business through a limited liability company incorporated in USA by the parties, AMTEX and Natco Home Fashions, Inc with equal shareholder voting rights. The company to be incorporated will be associated concern of Annex limited. The Board of Company will comprise of four directors. The two directors will be from Amtex and two directors will be from Natco The headquarter of USA based company will be in Providence, Rhode Island and Main Office in Pakistan will be either in Lahore or Faisalabad (to be decided later considering the JV business requirements).
The Joint Venture will market and sell bedding, window curtains, tabletop, slipcover and decorative pillows to existing and new customers of Natco and Amtex in the United States, Canada, Mexico and Europe.
Amendment in Memorandum of Association of the company
Amtex Limited is going to enter into a Joint Venture with an American Company by incorporating.
Statement relating to investment in associated companies / undertakings required to be annexed with the notice
|Sr . #||Description||Information Required|
|1||Name of the Investee Company||NATCOAMTEX HOME LLC|
|2||Nature, amount and extent of investment|| Long term equity investment equivalent to
|3||Average, market price of the shares to be
purchased during preceding six months
in case of listed companies
|4||Break up value of shares intended to be
purchased on the basis of last published
|5||Price at which shares will be subscribed||At par value as per laws of USA|
|6||Earning per share of the investee company||Not Applicable|
|7||Sources of funds from where shares will
be subscribed .
|Operational and financial cash flows|
|8||Period for which investment will be made||Long term Equity investment|
|9||Purpose of investment||Investment will enable to run the affairs of
Joint Venture smoothly
|The investee company will obtain confirm
orders of textile products from USA / North
|10||Benefits likely to accrue to the Company
and the shareholders from the proposed
|America thereby increasing the profit
margin of Amtex which will resultantly
enhance its capacity to pay better return to
|Mr. Khurram Iftikhar, CEO and Mr.|
|11||Interest of directors and their relatives in
the investee company
|Nadeem Iftikhar, Director of Amtex
Limited would also be the proposed
nominee directors in Associated Company
For More Information Contact:
Tel: +9241 4361724
Fax: +9241 4361726