JDW Sugar Mills Limited’s notice of 22nd annual general meeting

Karachi: Please find enclosed copy of 22nd Annual General Meeting’s notice of JDW Sugar Mills Limited (JDWS) to be held on Tuesday, January 31, 2012 at 1:00 p.m. at Fairways Hall, Royal Palm, Golf and Country Club, 52-Canal Bank Road, Lahore.

Notice of 22nd Annual General Meeting

Notice is hereby given that 22nd Annual General Meeting of JDW Sugar Mills Limited (the “Company”) will be held at Fairways Hall, Royal Palm, Golf and Country Club, 32-Canal Bank Road, Lahore on Tuesday, 31st January, 2012 at 1:00 p.m. to transact the following business:

Ordinary Business:

1. To confirm the minutes of the last Annual General Meeting held on January 31, 2011.

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

3. To approve a final cash dividend @ 90% i.e. Rs. 9 per share for the year ended September 30, 2011 as recommended by the Board of Directors.

4. To appoint Auditors of the Company for the next financial year 2011-12 and fix their remuneration. The retiring Auditors M/ s KPMG Taseer Hadi and Co. Chartered Accountants, being eligible, have offered themselves for reappointment as Auditors of the Company.

Special Business:

5. Advances To Associated Company – Faruki Pulp Mills Limited

To consider and if deemed fit to pass the following resolutions with or without modification, addition or deletion, as special resolutions:

a) “Resolved That consent and approval of the members of the Company be and is hereby accorded under Section 208 of the Companies Ordinance, 1984 for sanction of short term advances to Faruki Pulp Mills Limited, an associated undertaking of the Company, for up to an aggregate amount of’ Rs. 500,000,000 (Rupees five hundred million) for a period of one year from February 01, 2012 to January 31, 2013 (both days inclusive) at markup rate not less than the borrowing cost of the Company.

b). Further Resolved That Mr. Muhammad Rafique, Company Secretary of the Company be and is hereby authorized to give effect to the above resolution and take all necessary steps as required under law or otherwise and to sign and execute any agreement, documents etc. for and on behalf of the Company in relation to the above advances.”

5. To transact any other business with the permission of the Chairman.

Notes:

1. The share transfer books of the company will remain closed and no transfer of shares will be accepted for registration from 24th January, 2012 to 31st January, 2012 (both days inclusive). Share transfers received up to close of business on 23rd January, 2012 shall entitle the transferees to the aforesaid cash dividend.

2. A member entitled to attend and vote at the Annual General Meeting may appoint another member as his/her proxy to attend and vote instead of him/her at the meeting. Proxies must be deposited at the Company Registered Office not less than 48 hours before the time of holding the meeting.

3. Any individual beneficial owner of CDC, entitled to vote at the Annual General Meeting, must bring his/her CNIC with his/her to prove his/her identity, and in case of proxy, attested copy of share holder’s CNIC must be attached with the proxy form. The representative of corporate member should bring the usual documents required for such purpose.

4. Members are requested to notify immediately changes of their addresses (if any) to our Shares Registrar, Corplink (Pvt) Limited, Wings Arcade4 1-K Commercial, Model Town, Lahore.

Explanatory Statement Required By Section 160 (1) (b) of the Companies Ordinance, 1984

Agenda Item No. 5

i) Name of Investee company together with the amount and purpose of loan or advance; in case any loan had already been provided or loan has been written off to the said investee company, the complete details of the said loan:

Faruki Pulp Mills Limited: Faruki Pulp Mills Limited (“FPML”) FPML was incorporated as an unlisted public limited Company on October 02, 1991 and certificate of commencement of business was issued on November 26, 1991. The principal business of FPML is manufacturing of wood pulp from Eucalyptus. The FPML has successfully started its commercial operations.

The manufacturing facility of FPML is located in Gujarat, Punjab and is the “only’ Bleached Kraft Pulp (“BKP”) manufacturer in Pakistan and based primarily on Eucalyptus wood having a capacity of 200 tons per day (“tpd”) or 68,000 tons per annum (“tpa”). FPML is an agricultural based Project using all local raw materials to produce an import substitute/ export.

FPML is an associated undertaking of JDW Sugar Mills Limited (the “Company”) and 51,500,000 shares of Rs. 10 each of FPML are owned by the Company, which constitute approximately 47.69% of the total issued and voting shares in FPML.

The advances shall be for up to a maximum sum of Rs. 500,000,000 (Rupees five hundred million). The purpose of the advances is to provide the FPML with working capital for smooth running its commercial operations.

ii. A brief about the financial position of the investee company on the basis of last published financial statements;

Based on the audited financial statements for the financial year ended June 30, 2011, the financial position of FPML appears to be as under:

 

Particulars Amount (Rs.)
Paid up capital 108,000,000
General reserves NIL
Long term loans/leases and 1,997,046,666
other liabilities
Sponsors loans 75,000,000
Long term deposits NIL
Turnover NIL
Accumulated Losses (80,937,588)
Surplus on revaluation of Fixed Assets NIL
Current Assets 189,570,561
Profit / (Loss) after tax (24,053,061)
Current Ratio 1.04:1
Earnings Per Share (0.22)
Break-up value per share 9.25

 

iii. Rate of mark-up be charged:

Mark-up will be charged at a rate which shall not be less than the borrowing cost of the company.

iv. Particulars of Collateral Security:

Management of the Company does not consider it necessary to obtain direct collateral security from FPML, since FPML is an associated undertaking of the Company and under common management.

v. Source of funds from where loan will be given:

The advances will be advanced primarily out of the Company’s available surplus funds from its business activities and/or finance facilities availed by it.

vi. Repayment Schedule:

The advances would be for a period from February 1st 2012 to January 31st, 2013 (both days inclusive) and would be renewable on terms and conditions as approved by the members through special resolution.

vii. Purpose of loans and advances;

The purpose of the advances is to provide the FPML with working capital requirements for smooth running of its commercial operations.

viii. Benefits Accruing to the Company and its shareholders front the finance facility:

FPML is an associated undertaking of the Company and 51,500,000 shares of Rs. 10 each of FPML are owned by the Company, which constitute approximately 47.69 % of the total issued and voting shares in FPML. The subject advances to FPML should facilitate FPML to meet its working capital requirements. Expected dividend returns from FPML will enhance profitability of the company, which resultantly will strengthen/consolidate its share price and confidence of investor and creditors.

ix) Personal Interest of the Directors of the Company.

The Directors of the Company are interested in the business to the extent that one of the Directors namely Mr. Jahangir Khan Tareen is also director in FPML and may hold qualification shares in FPML.

Status of Equity Investment in JDW Power (Private) Limited as Required By SECP Notification No. SRO. 865 (I) 2000, Dated December 6, 2000.

Members in their Extra-Ordinary General Meeting held on Sunday, November 1, 2009 at 11.00 a.m. at Registered Office of the company had approved equity Investment of up to an aggregate sum of Rs. 500,000,000 in the equity of JDW Power (Private) Limited (“JDWPL”) which is an associated company of the company and is planning to set up 80 MW co-generation power plant at Jamal Din Wall Distt. Rahim Yar Khan.

By virtue of said approval, the company was authorized to subscribe up to 50,000,000 ordinary shares of Rs. 10/- each at par value of JDWPL as and when were offered by JDWPL, out of which company had so far been allotted 9,000,000 shares of Rs. 10 each in the paid up value of Rs. 90,000,000.

The Board reiterates that its key responsibility was to protect the interests of its shareholders. The fate of JDW-Unit I is linked to the Project as the sugar mill would be entirely dependent on the Project for steam and electricity supply after Project commissioning. The Board agreed that there was no guarantee in the present circumstances that the Project would not suffer the same fate as other IPPs in the future and have payments disrupted. If any such disruptions were to fall within the sugar season and force the Project to shut down, that would wreak havoc with the sugar milling operations and jeopardize the company’s obligations to sugarcane growers, banks, and other parties. Further, the circular debt crisis in the power sector continued unabated and there had been no serious effort to resolve the issue.

Keeping in view the said circumstances the board decided to put the power project on indefinite hold. However, the board may reassess the decision in case there were structural improvements in the power sector and macroeconomic stability in the futures

Status of Fund Investment in Faruki Pulp Mills Limited as per Special resolution passed in august 3, 2010 as required under SECP Notification no. SRO. 865(I) 2000, dated December 6, 2000.

The sponsors support Agreement (“SSA”) was signed by the company after getting approval of its members through special resolution in its Extra ordinary General meeting held on August 03, 2010 for fulfilling the fund requirements of FPML to complete its project. FPML has successfully started its commercial operations and as of today; no loan/advance or investment has been made in FPML by the company pursuant to the SSA.

For more information, contact:
JDW Sugar Mills Limited
17-Abid Majeed Road,
Lahore Cant, Lahore.
PABX # 042-36664891-92, 36802573-74
Fax: 042-36854490
E-mail: jdwho@jdw-group.com

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