Karachi: Enclosed please find a copy of the Notice of the Annual General Meeting to be held on September 29, 2011 for circulation amongst your members.
Ferozsons Laboratories Limited
Notice of the Annual General Meeting
Notice is hereby given that the 55th Annual General Meeting (“the Meeting”) of Ferozsons Laboratories Limited (“the Company”) will be held at its Registered Office, 197-A, The Mall, Rawalpindi on Thursday, September 29, 2011 at 12:30 P.M. to transact the following business:
1. To confirm the Minutes of the Extra Ordinary General Meeting held on July 09, 2011.
2. To receive, consider and adopt the audited Annual Financial Statements of the Company for the year ended June 30, 2011 together with the Directors’ and Auditors’ Reports thereon.
3. To approve the payment of final cash dividend of Rs. 1.25 per share (12.50%) and also the interim cash dividend of Rs. 1.25 per share (12.50%) declare on February 22, 2011 making a total cash dividend of Rs. 2.50 per share for the year ended June 30, 2011.
4. To approve the issue of Stock Dividend (Bonus Shares) at the rate of 15% in the ratio of three Bonus Shares for every twenty shares held, for the year ended June 30, 2011 as recommended by the Board of Directors.
5. To appoint External Auditors for the financial year ending June 30, 2012 and to fix their remuneration.
6. To consider and pass the following special resolution with or without modification:
‘Resolved That in the event of any member holding shares which are not in exact Multiple of his/her entitlement, the Directors of the Company be and are hereby authorized to sell in the Stock Market such fractional entitlement and to pay the net proceeds of sale to a charitable institution as approved by Directors.”
7. To consider and approve the increase in gross salaries of the whole time working Directors including Chief Executive (Chief Executive Officer) of the Company.
8. To transact any other business with the permission of the Chair.
1. The Share Transfer Books of the Company will be closed from September 26, 2011 to October 05, 2011 (both days inclusive). Transfers received in order at the office of the Company’s Share Registrar, Corp Tec Associates (Pvt.) Limited, 7/3-G, Mushtaq Ahmed Gormani Road, Gulberg II, Lahore at the close of business on September 25, 2011 will be in time to be entitled to vote and for the entitlement of bonus.
2. A member of the Company entitled to attend and vote at the meeting may appoint another member as his/her proxy to attend and vote on his/her behalf. Proxies to be effective must be received by the office of the company’s Share Registrar not less than 48 hours before the Meeting.
3. CDC Account Holders will further have to follow the under mentioned guidelines as laid down 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 persons whose securities are in group account and their registration details are uploaded as per the Regulations, shall authenticate his identity by showing his 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 at the meeting.
B) For appointing Proxies:
i. In case of individual, the account holder or sub-account holder and/or the persons whose securities are in group account and their registration details are uploaded as per the Regulations, shall submit the Proxy Form of another member as per the above requirement.
ii. The Proxy Form shall be witnessed by two persons whose names, address and CNIC numbers shall be mentioned on the Form.
iii. Attested copies of CNIC or the passport of the beneficial owners and the Proxy shall he famished wit the Proxy From.
iv. The Proxy shall produce his original CNIC or original passport at the time of meeting.
v. In case of corporate entity, the Board of Directors’ Resolution/Power of Attorney with specimen signature shall be submitted, alongwith Proxy Form to the Company.
4. Shareholders are requested to notify the Company’s Share Registrar promptly changes in their address, if any.
Statement of Material Facts under Section 160 of The Companies Ordinance, 1984
Pertaining To Item No. 6
The approval of the Shareholders is sought to consolidate fractional shares resulting from the bonus issue, recommended by the Board of Directors in their meeting held on August 27, 2011 into whole shares and pay the net proceeds of the sale through stock market to a charitable institution.
The Directors of the Company have no interest in the special business except to the extent of shares held by them.
Pertaining to item no. 7
The last increase in the remuneration of the whole time working Directors including Chief Executive (Chief Executive Officer) of the Company was approved by the Board on April 27, 2010. Now, the Board of Directors in their last meeting held on August 27, 2011 proposed the following increases in the salaries of the working Directors:
• the Chief Executive Officer’s gross salary to be increased from Rs. 575,000 to Rs. 665,000 per month,
• the Director/President’s gross salary to be increased from Rs. 650,000 to Rs. 750,000 per month,
• the Director/GM’s gross salary to be increased from Rs. 450,000 to Rs. 520,000 per month, and
• that these increases in salaries to take effect from July 01, 2011 without any change in the other prevailing terms and conditions of service.
Approval of the shareholders is sought to pass with or without modification the following resolution.
“Resolved That the gross salaries of the whole time working Directors including Chief Executive (Chief Executive Officer) be and hereby increased with effect form July 01, 2011 as follows:
|Name of Working Directors||Designation||Current||Revised|
|Mrs. Akhter Khalid Waheed||Chairperson/CEO||575,000||665,000|
|Mr. Osman Khalid Waheed||Director/President||650,000||750,000|
|Mr. Omar Khaild Waheed||Director/GM||459,000||520,000|
While other prevailing terms and conditions of service will remain unchanged.”
For Mor Information Contact:
Ferozsons Laboratories Limited
5-K.M. Sunder Raiwind Road
Raiwind Lahore, Pakistan.
Tel: +9242 32104001-3
Fax: +9242 32104004