Karachi: We append herewith a Notice of Annual General Meeting of Packages Limited (PKGS) for your information. This Notice is being published in the Press on Thursday, 5 April 2012.
Notice of Annual General Meeting
Notice is hereby given that the 57th Annual General Meeting of Packages Limited will be held at the Beach Luxury Hotel, Moulvi Tamizuddin Khan Road, Karachi on Monday, April 30, 2012 at 10.30 a.m. to transact the following business:-
1. To confirm the minutes of the Extraordinary General Meeting of the Company held on May 20, 2011.
2. To receive, consider and adopt the Audited Financial Statements of the Company together with the Directors’ and Auditors’ Reports thereon for the year ended December 31, 2011.
3. To consider and approve the payment of cash dividend for the year ended December 31, 2011 as recommended by the Board of Directors.
a) To the preference share/convertible stock holder (international Finance Corporation) at the rate of Rs. 19 (10%) per preference share/convertible stock of Rs. 190 in terms of the Subscription Agreement between Packages Limited and International Finance Corporation; and
b) To the ordinary shareholders at the rate of Rs. 1.50 (15%) per ordinary share of Rs. 10.
4. To appoint Auditors for the year 2012 and to fix their remuneration.
5. To consider and approve the proposed transfer of the paper and paperboard and corrugated businesses of the Company into a 100% owned subsidiary Bulleh Shah Paper Mill (Private) Limited] against issue of shares.
(Attached to this Notice is a Statement of Material Facts covering the above mentioned Special Business, as required under Section 160 (1) (b) of the Companies Ordinance, 1984 read with SECP S.R.O 1227 (I)/2005 dated 12 December 2005).
1. The Share transfer Books of the Company will remain closed from April 21, 2012 to April 30, 2012 (both days inclusive). Transfers received in order by our Shares Registrar, FAMCO Associates (Pvt.) Limited, 1st Floor, State Life Building No. 1-A, I. I. Chundrigar Road, Karachi-74000 by the close of business on April 20, 2012 will be considered in time for the entitlement of dividend on the ordinary shares.
2. A member entitled to attend and vote at the meeting may appoint a proxy in writing to attend the meeting and vote on the member’s behalf.
3. Duly completed forms of proxy must be deposited with the Company Secretary at the Registered Office of the Company at 4th Floor, The Forum, Suite # 416-422, G-20, Block 9, Khayaban-e-Jami, Clifton, Karachi-75600 not later than 48 hours before the time appointed for the meeting.
4. Any individual beneficial owner of the Central Depository Company, entitled to vote at this meeting, must bring his/her computerized national identity card (“CNIC”) with him/her to prove his/her identity, and in ease of proxy must enclose an attested copy of his/her CNIC. The representatives of corporate bodies should bring attested copy of board of directors’ resolution/power of attorney and/or all such documents required under Circular No.1 dated January 26, 2000 issued by the Securities and Exchange Commission of Pakistan for the purpose.
5. Shareholders are requested to notify any change in their addresses immediately to the a forestated Shares Registrar of the Company.
6. Members who have not yet submitted photocopy of their valid computerized national identity cards to the Company are requested to send the same at the earliest to the aforestated Shares Registrar of the Company. In ease of non-compliance, the Company may be constrained to withhold dispatch of dividend warrant to such Member in terms of Securities and Exchange Commission of Pakistan notification (SRO 779 (I) 2011 dated August 18, 2011.
7. Form of proxy is attached in the Annual Report.
Statement of Material Facts under Section 160 (1) (b) of the Companies Ordinance, 1984 Regarding the Special Business
This statement is being furnished in terms of the requirement under Section 160 (1) (b) of the Companies Ordinance, 1984, read with SEC.P S.R.O 1227 (I)/2005 dated 12 December 2005 and sets out the material facts concerning the Special Business to be transacted at the Annual General Meeting of Packages Limited (“Company”) to be held on Monday, April 30, 2012 at the Beach Luxury Hotel, Moulvi Tamizuddin Khan Road. Karachi.
Item No. 5 of the Agenda: Transfer of the Paper and Paperboard and Corrugated Businesses of the Company into a 100% Owned Subsidiary (Bulleh Shah Paper Mill (Private) Limited)
In the Board meeting of Packages Limited held on March 21, 2012, the Directors resolved to transfer the Company’s paper and paperboard and corrugated businesses into a separate 100% owned subsidiary through the process of hive down subject to all necessary corporate and regulatory approvals. Once the said transfer is duly approved, the assets and liabilities of the paper and paperboard and corrugated businesses would be transferred to and vested in Bulleh Shah Paper Mill (Private) Limited, a 100% owned subsidiary of Packages Limited against the issue of shares by Bulleh Shah Paper Mill (Private) Limited to the Company.
Particulars of assets to be transferred are as follows:
Non – Current Assets
|Cost as at||value as at|
|Description||31, 2011||31, 2011|
|Rupees in thousand|
|Property, plant and equipment|
|Buildings on Freehold Land||2,818,001||2,413,425|
|Plant and Machinery||16,887,508||2,913,276|
|Furniture and Fixtures||5,923||3,539|
Freehold land represents 227.3 1 acres of land located at 10-km Kasur Kot Radhakishan Road, District Kasur, Pakistan.
|as at December|
|Stores and spares||601,540|
Market values of assets to be transferred approximate their respective Book/Carrying values.
The paper and paperboard and corrugated businesses are industrial businesses which are integrally linked and have different capital and technology requirements as well as market focus as compared to packaging and tissue businesses.
The hive down of the paper and paperboard and corrugated businesses into a separate legal entity will be made by contractual transfer and in respect of the immovable property, by conveyance deed or deeds.
This hive down will enable Packages to more clearly focus on the separate business unit (owned by wholly owned subsidiary) and enable its development and growth.
For the purposes of the above, it is proposed to consider and if thought fit, pass the following Ordinary Resolution, with or without modification:-
“Resolved that, subject to corporate and regulatory approvals, the Company do transfer the paper and paperboard and corrugated businesses of the Company into a 100% owned subsidiary, Bulleh Shah Paper Mill (Private) Limited in consideration for the issue of shares by Bulleh Shah Paper Mill (Private) Limited to the Company.”
For more information, contact:
Shahrah-e-Roomi, P.O. Amer Sidhu,
Lahore- 54760, Pakistan
Fax: (042) 35811195