Climax Engineering Company Limited’s extraordinary general meeting of the company to be held on 22-02-2012

Karachi: Please find enclosed herewith five copies of the Notice of Extraordinary General Meeting of The Climax Engineering Company Limited (CLIM), to be held on 22-02-2 012 for your kind perusal and record.

Further The Share transfer Book of the Company will remain closed from 13th February, 2012 to 22nd February, 2012 (both days inclusive).

Extra Ordinary General Meeting of the Company

Notice is hereby given that the Extra-Ordinary General Meeting of the shareholders of The Climax Engineering Company Limited (the Company) will be held at The Registered Office of the Company at Climaxabad, G.T. Road, Gujranwala on Wednesday 22nd February, 2012 at 11.00 a.m. to transact the following business:

Ordinary Business:

1. To receive, consider and adopt the minutes of the last Annual General Meeting of the shareholders of the company held on 31st October 2011.

Special business:

2. To accord approval for the shifting of factory location from Climaxabad, G.T, Road, Gujranwala to either near Ghakhar Town, Gujranwala or on Sialkot Road Gujranwala and disposal of industrial land measuring 48 kanals and factory building, situated at Climaxabad, G.T. Road, Gujranwala and sale of certain scrapped machinery with no further useful life under the provision of the Companies ordinance, 1984.

3. To consider and if deemed fit, pass the following Special Resolutions, with or without modification (s) as approved by the Board of Directors (the Board) of the Company in a meeting held on January 23,2012.

“Resolved That The consent/authorization of the members of the company be and is hereby accorded for shifting of factory location from Climaxabad, G. T. Road., Gujranwala to either near Ghakhar Town, Gujranwala or on Sialkot Road Gujranwala and disposal and sale of industrial land measuring 48 kanal, and factory building, situated at Climaxabad, G. T. Road, Gujranwala, and certain scrapped machinery with no further useful life under the provisions of the Companies Ordinance, 1984.”

“Further Resolved That

a) the Chief Executive Officer of the Company be and, is hereby authorized and empowered on behalf of the Company to do all acts, deeds and things, take any or all necessary actions to make sale of Factory (land and building) of the Company; and sale of certain scrapped machinery with no further useful life; shifting of Factory location and all matters connected, necessary and incidental thereto; and to delegate his powers in this behalf to any other Director or Officer of the Company, as deemed fit.”

b) The Company Secretary be and is hereby authorized to affix the common seal of the Company on any document as and when required.”

Note: Statements required under section 160 (1) (b) of the Companies Ordinance, 1984 are appended below.

Other Business:

4. To transact any other business with the permission of the chair.

Notes:

i) All members are entitled to attend and vote at meeting.

ii) A member entitled to attend and vote is entitled to appoint a proxy under his/her own hand or through his/her duly authorized attorney to attend and vote instead of himself/herself and the proxy must be a member of The Climax Engineering Company Limited.

iii) The instrument of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of that power of attorney or authority in order to be effective must be deposited at the Registered Office of The Climax Engineering Company Ltd not less than forty eight (48) hours before the time for holding the Meeting.

A. Book Closure Notice

The Share Transfer Books of the Company will remain closed from February 13, 2012 to February 22, 2012 (both days inclusive). Physical transfers received in order at the Registered Office of the Company up to the close of business on February 11, 2012 will be considered in time for the determination of entitlement of shareholders to attend and vote at the meeting.

B. For Attending the Meeting

(a) In case of individuals, the account holder and/or sub-account holder shall authenticate his identity by showing his/her original Computerized National Identity Card (CNIC) or original passport at the time of attending the Meeting.

(b) 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.

C. For Appointing Proxies

(a) In case of individuals, the Account Holder shall submit the proxy form as per the above requirements.

(b) The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form.

(c) Attested copies of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.

(d) The proxy shall produce his/her original CNIC or original passport at the time of the Meeting.

(e) 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.

(f) Proxy Form is attached.

Statement Under Section 160 (1) (B) of the Companies’ Ordinance, 1984 in Respect of Special Business

Approval of the member is required for the shifting of factory location from Climaxabad, G.T. Road, Gujranwala to either near Ghakhar Town, Gujranwala or on Sialkot Road Gujranwala, and sale of certain scrapped machinery with no further useful life under the provisions of the Companies Ordinance, 1984.

a. Reasons for sale of the above mentioned assets:

The factory was shifted to present location 50 years earlier. Now the factory is surrounded by residential and commercial area, There is a need to change the factory location due to the following reasons:

In manufacturing process, sand blasting of equipments takes place, due to which environmental issues are being faced by the residents of the area.

Different type of chemicals and acids are used in the manufacturing process causing environmental problems.

The factory area has become approximately three feet deeper than GT Road after its reconstruction, which is causing flooding of all workshops of the factory in the rainy season causing damage to the material and machinery of the factory.

The company is facing traffic conjunction and transportation problems.

Additional funds are needed to meet the working capital requirements, which have increased over the last few years. This increase in working capital is due to following factors:

High inflation in the country over the last few years.

Input Material Cost has increased by more than 300 % over last three years

Power cost and labour cost has increased

Devaluation of Pak Rupee has further worsened the scenario

Details of Assets to be Dispose of are as Follows:

 

Total area of land:   48 Kanal
Location:  Climaxabad, G.T. Road, Gujranwala
Cost of Land(48Kanal): PKR. 825,000
Value of Land (48 kanal) and
Building in Balance Sheet: PKR. 325 million
Market value of Land (48 Kanal) and:
Building based on the valuation report of
PBA approved valuators is  PKR. 340 million approximately
Book value of scrapped machinery  PKR. 3.7 million
Market value of scrapped machinery  PKR. 4.1 million approximately

 

 

For more information, Contact
Climax Engineering Company Limited
Climaxabad, G. T. Road,
GUJRANWALA, (PAKISTAN)
Phone: 92-(055) 3253612-14
Fax: 92- (055) 3254222-3257423
E-mail: climax_pk@msn.com
Website: www.climax-engineering.com

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