Maple Leaf Cement Factory Limited’s notice of annual general meeting

Karachi: The Board of Directors of Maple Leaf Cement Factory Limited (MLCF), in their meeting held on Tuesday, September, 27, 2011 has fixed the date of Annual General Meeting (AGM) and approved the agenda for the same.

Enclosed please find herewith a copy of the Notice of AGM, scheduled to be held on Monday, October, 31, 2011 at 11:30 AM for circulation amongst your members.

Notice of Annual General Meeting

Notice is hereby given that the 51st Annual General Meeting of the members of Maple Leaf Cement Factory Limited (the “Company”) will be held on Monday! October 31, 2011 at 11:30 AM at its Registered Office, 42-Lawrence Road, Lahore, to transact the following business:-

Ordinary Business:-

1) To receive, consider and adopt the audited accounts of the Company for the year ended June 30, 2011.

2) To appoint Auditors for the ensuing year and fix their remuneration. The present Auditors M/s. M. Yousuf Adil Saleem and Co., Chartered Accountants, retire and being eligible offer themselves for re-appointment.

Special Business:-

3) To consider and if deemed fit, to pass the following resolution as a special resolution with or without modification, addition or deletion in terms of Section 208 of the Companies Ordinance, 1984:-

Resolved by way of special resolution that consent and approval of the Company be and is hereby accorded under Section 208 of the Companies Ordinance, 1984 for investment in the form of loan / advances from time to time to Kohinoor Textile Mills Limited, the holding company, upto an aggregate sum of Rs. 300 Million (Rupees Three Hundred Million only) for a period of two years commencing from November 01, 2011 to October 31, 2013 (both days inclusive) at a mark-up rate of one percent above the average borrowing cost of the Company. Vide special resolution passed in general meeting held on October 29, 2009 by the shareholders, the Company is authorized to extend a facility of similar nature to the extent of Rs. 200 Million which is valid till October 31, 2011.

Resolved Further that Mr. Sayeed Tariq Saigol, Chief Executive and/or Mr. Muhammad Ashraf Secretary of the Company be and is / are hereby singly authorized on behalf of the Company to take all actions necessary in relation to the investment in the holding company and to sign and execute such documents for the purpose of giving effect to the spirit and intent of this special resolution.

Note:

1. Share Transfer Books for ordinary shares of the Company will remain closed from October 24, 2011 to October 31, 2011 (both days inclusive). Physical transfers/ CDS Transaction IDs received in order at Share Registrar of the Company i.e.M/s. Vision Consulting Ltd, 3-C, LDA Flats, Lawrence Road, Lahore upto the close of business on October 23, 2011 will be considered in time for attending of the meeting.

2. A member, in respect of ordinary shares held, eligible to attend speak and vote at this meeting may appoint another members as his/her proxy to attend, speak and vote instead of him/her Proxies in order to be effective must reach at the Company’s Registered Office, 42-Lawrence Road, Lahore not less than 48 hours before the time for holding the meeting and must be duly stamped, signed and witnessed.

3. CDC shareholders, entitled to attend, speak and vote at this meeting, must bring with them their Computerized National Identity Card/ Passport in original along with participants’ ID Numbers and their Account Numbers to prove his/her identity, and in case of Proxy, must enclose an attested copy of his/her CNIC or Passport. Representatives of corporate members should bring the usual documents required for such purpose.

4. Shareholders are requested to immediately notify change in their addresses, if any, to Company’s Share Registrar.

5. Members, who have not yet submitted photocopies of their Computerized National Identity Card to the Company’s Share Registrar, are requested to send the same at the earliest.

Statement under section 160(1)(b) of the companies ordinance, 1984 (the “ordinance’).

This statement sets out the material facts pertaining to the special business proposed to be transacted at the Annual General Meeting of the Company to be held on October, 31, 2011.

 

(1) Name of the investee company Kohinoor Textile Mills Limited (KTML)
(ii) Amount of loan/ advances Rs.300 Million (Rupees Three Hundred Million only).
(iii) Purpose of loan / advances  To earn income on the loan and / or advances to Be provided to the holding company.
(iv) 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;

As of June 30, 2011, no loan is outstanding against KTML, Further, the Company has not written off any loan to the said investee company
(v) 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 30 June 2011, the financial

position of KTML is as under:-

 

 

Particulars

Amount

Rupees (000)

Paid up capital 2,455,262
General reserves 1,931,376
Long term loans / 1,361,553
Leases and other
Liabilities
Sponsors loans Nil
Long term deposits 35,758
Turnover 12,037,253
Unappropriated profit 335,964
Surplus on 3,685,497
Revaluation of land
Properties
Net current assets (2,267,779)
Profit after tax 487,851
Current ratio 0.67
Earning per share Rs.2.20
Break up value of Rs.17.87
Share

 

 

 

(vi) Rate of mark-up to be charged; Mark-up will be charged at one percent above the average borrowing cost of the Company.
(vii) Particulars of collateral security to be

Obtained from borrower and if not Needed, justification thereof,

No collateral is considered necessary since KTML is a holding company of the Company
(viii) Source of funds from where loan or

Advance will be given;

 Loan and / or advance will be given out of the funds of the Company.
(ix)  Repayment schedule; The loan / advances would be for a period of two

Years from November 01,2011 to October 31, 2013 (both days inclusive). KTML will make Payment from time to time subject to availability of fund within the stipulated period.

(x)  Benefits likely to accrue to the

Company and the shareholders from

Loan and advances;

The Company will receive mark up at a rate of one percent above the average borrowing cost of the Company as a result the Company will be Benefited.
(xi) Interest of Directors and their

Relatives in the investee company

The Directors and the Chief Executive of the Company have no vested interest, directly or Indirectly, in the proposed investment except to The extend of their shareholdings in the investee Company and that some of the Directors are also Directors of the investee company.

 

For more information, contact:
Muhammad Ashraf
Company Secretary
Maple Leaf Cement Factory Limited
42- Lawrence Road,
Lahore (Pakistan)
Tel: 042-36278904-5
Fax: 92-42-3636184
Email: mlcfl@kmlg.com

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