Security Investment Bank Limited’s notice of twenty first annual general meeting

Karachi: We enclose notice of Twenty First Annual General Meeting of Security Investment Bank Limited (SIBL) which will be held on 23 April 2012, for your information and record.

Notice of the Twenty First Annual General Meeting

Notice is hereby given that the twenty first annual general meeting of Security Investment Bank Limited on registered office of the company located at Suite number 4, 3rd floors Al-Baber Centre, Main Markaz, F-8, Islamabad, on 23rd April 2012 at 9:00 a.m. to transact the following business:

Ordinary Business

1) To confirm the minutes of the twentieth Annual General Meeting held on 25 April 2011.

2) To receive and adopt the audited financial statements of the Company for the year ended 31 December 2011 together with the directors’ and auditors’ reports thereon.

3) To appoint auditors and fix their remuneration for the year ending 31 December 2012. The retiring auditors M/s. Avais Hyder Liaquat Nouman, Chartered Accountants retire and being eligible offer themselves for reappointment to act as the external auditors of the Company for the year ending 31 December 2012.

Special Business

4) To consider and approve the investment of Rs. 100,000,000/- (Rupees One Hundred Million) in 10,000,000 ordinary shares of the proposed SIBL Securities (Private) Limited an unquoted company, process of incorporation of which has already been undertaken, so as to make it 100% fully owned subsidiary of Security Investment Bank Limited, subject to approval from regulators and for this purpose, to pass a Special Resolution as contained in the attached Statement under Section 160 (1) (b) of the Companies Ordinance, 1984.

5) To consider and approve the sale of membership card of the Karachi Stock Exchange (Guarantee) Limited and membership of the Pakistan Mercantile Exchange Limited to our proposed subsidiary SIBL Securities (Private) Limited and for this purpose pass a Special Resolutions as contained in the attached Statement under Section 160 (1) (b) of the Companies Ordinance.

Any Other Business

6) To transact such other business as may be placed before the meeting with the permission of the chair.

Book Closure

The share transfer book of the company will remain closed from 17th April 2012 to 23rdApril 2012 (both days inclusive).  Transfer applications received in order at the office of the Share Registrar of the Company (i.e. C and K Management Associates (Private) Limited, room number 404, Trade Tower, Abdullah Haroon road, Karachi) by the close of business 16th April 2012 will be treated in time for determining the entitlement of members to attend the Annual General Meeting of the Company.

Notes:

1) A member entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote on his/her behalf. Proxies in order to be effective must be received at the office of the share registrar of the company duly stamped and signed not less than 48 hours before the meeting. A member may not appoint more than one proxy.

2) Members are requested to promptly communicate to the Share Registrar of the Company any change in their addresses.

3) Members who have not already submitted attested photocopies of their Computerized National Identity Cards (CNICs) are requested to send the same to our Shares Registrar at the earliest.

4) CDC account holders and sub-account holders are required 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 shall bring his or her original CNIC or original passport at the time of attending 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 time of meeting.

b) For Appointing Proxies

i) In case of individuals, the account holder or sub-account holder shall submit the proxy form as per the above requirement.

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

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

iv) The proxy shall produce his or her 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 to the company along with proxy form.

Statement Under Section 160 (1) (b) of the Companies Ordinance, 1984

This statement sets out the material facts concerning the special business, given in agenda items, to be transacted at the Twenty First Annual General Meeting of the Company to be held on 23rd day of April 2012.

Investment in Shares of SIBL Securities (Private) Limited, an Unquoted Company, to Make it 100% Fully Owned Subsidiary

a) The board of directors of the Company had resolved to incorporate a subsidiary company by the name of SIBL Securities (Private) Limited to meet with the SECP’s requirement under Rule 7 (2) (n) of the Non-Banking Finance Companies (Establishment and Regulation) Rules, 2003. The Company has already commenced the process for incorporation of SIBL Securities (Private) Limited and a formal application will be submitted to the Registrar of Companies for such purpose.

b) Approval of shareholders is sought for making investment of Rs. 100,000,000/- (Rupees One Hundred Million) by subscribing 10,000,000 ordinary shares of Rs. 10/- each of SIBL Securities (Private) Limited, an unquoted company, to make it 100% fully owned subsidiary of Security Investment Bank Limited, subject to approval from the regulators.

c) This investment is being made to form a separate subsidiary for conducting brokerage business in compliance with the requirement of Rule 7 (2) (n) of the Non Banking Finance Companies (Establishment and Regulations) Rules 2003 and as per the direction of the Securities and Exchange Commission of Pakistan.

d) The information required to be disclosed to the members under the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2012, is as follows:-

 

(i) Name of the Associated Companyand criteria of relationship SIBL Securities (Private) Limited, which will become wholly owned subsidiary of the Company due to subscription of 100% of its issued shares.
(ii) Purpose, benefits and period of

investments

To form a separate wholly owned subsidiary company for undertaking the Company’s own trades at Stock Exchanges, to meet the requirement under Rule 7 (2) (n) of the Non- Banking Finance Companies (Establishment and Regulations) Rules, 2003, for which purpose, the SECP has also issued directions. If at any stage, it becomes feasible the subsidiary company may engage in stock brokerage business for clients after fulfilling all legal and

regulatory formalities. The investment will therefore be beneficial for the Company.

(iii) Maximum amount of investment. Rs: 100,000,000/-
(iv) Maximum price at which

securities would be acquired.

Par value i.e. @ Rs: 10/- per share
(v) Maximum number of securities to

be acquired.

10,000,000 Ordinary Shares of

Rs: 10/- each.

(vi) Number of securities and

percentage thereof held before

and after the proposed

investment.

Investment is being made in a new

company. The Company will hold

100% of the issued shares of SIBL

Securities (Private) Limited.

(vii) In case of investment in listed securities, average of the preceding 12 weekly average price of the security intended to be acquired. Not applicable
(viii) In case of investment in unlisted securities, fair market value of such securities in terms of regulation 6 (1). Not applicable
(ix) Break up value of the securities intended to be acquired on the basis of latest audited financial

statements.

Not applicable
(x) Earnings per share of the associated company for the last three years. Not applicable
(xi) Sources of funds from which securities will be acquired. Out of equity
(xii) Whether securities are intended to be acquired borrowed fund. No
(xiii) Salient features of the Agreement, if any. No Agreement as the subsidiary is

the newly incorporated company.

(xiv) Direct or indirect interest of directors, sponsors,  majority shareholders and their relatives, if any. The Directors, Chief Executive, the

Sponsors and the majority

shareholders have no direct personal

interest in the subsidiary, except in

their capacities as being Directors,

Chief Executive and the sponsors of

Security Investment Bank Limited.

(xv) Any other important details for the members to understand the transaction. The Company is a member of the

Karachi Stock Exchange and has

been conducting its own proprietary

business in stock market operations.

At the time of renewal of the licence

of the Company to undertake

investment finance services, the

SECP had raised an objection that a

Separate subsidiary for brokerage

business was required under Rule

7 (2) (n) of the NBFC Rules. After

hearing, the SECP directed the

Company to form a separate

subsidiary for the brokerage

business. Hence, SIBL Securities

(Private) Limited is being

constituted for such purpose.

(xvi) Project of the associated Company has not commenced operation (i) SIBL Securities (Private)

Limited would be operating as a

stock brokerage house.

(ii) The brokerage business is

expected to commence in the year 2012.

(iii) Same as above

(iv) In the first year of operation a

nominal profit is expected which

will be increased gradually.

(xvii) Interest of directors of the subsidiary in the Company. Non of the nominee directors of the

company on the Board of subsidiary

will have any personal interest in the

company

 

For this purpose, it is intended to propose the following resolution to be passed as Special Resolution with or without modifications:

“Resolved That the Company be and is hereby authorized to invest an amount of Rs. 100,000,000/- (Rupees: Hundred Million only), out of its equity, by subscribing 10,000,000 (Ten Million) ordinary shares of Rs.10/- each of SIBL Securities (Private) Limited, an unquoted company, to make it 100% fully owned subsidiary of Security Investment Bank Limited, subject to approval from regulators.”

“Resolved Further That the Company is authorized to take all appropriate steps and execute all necessary documents in connection with the making SIBL Securities (Private ) Limited. 100% fully owned subsidiary of Security Investment Bank Limited.

Resolved Further That the Chief Executive, Mr. Muhammad Saleem Rathod and the Company Secretary, Mr. Muhammad Shahzad be and are hereby authorized jointly and severally to do all the acts, deeds and things necessary to implement this Special Resolution and also jointly and severally empowered to make amendments / modifications to the Resolutions as may be required by the members or by the regulators.

Sale of Membership Card of the Karachi Stock Exchange (G) Ltd and Membership of the Pakistan Mercantile Exchange Ltd

The Board of Directors has resolved to sale the membership card of the Karachi Stock Exchange (Guarantee) Limited and the membership of the Pakistan Mercantile Exchange Limited to our proposed subsidiary SIBL Securities (Private) Limited. The sale is being effectuated to meet the SECP’s requirement under Rule 7 (2) (n) of the Non-Banking Finance Companies (Establishment and Regulation) Rules 2003 for conducting brokerage business by setting up a separate subsidiary.

The information required to be disclosed to the members under the SECP’s SRO 1227/2005 for effectuating the transaction under section 196 (3) (a) of the Companies Ordinance 1984, is as follows:

 

(i) Detail of Asset to be disposed off Membership Card of the Karachi Stock

Exchange (Guarantee) Limited and

membership of the Pakistan Mercantile

Exchange Limited. Carrying value of both of

membership in the books of our Company is

Rs. 36.750 million. Combined market value is

expected to be from Rs. 45 million to Rs. 55

million. However the company intends to

carry out valuation through a firm of

Chartered Accountants which will be

presented to shareholders at the time of AGM

and the transaction shall be made at arm’s

length basis.

(ii) Manner of disposal Transfer of membership cards to proposed

subsidiary SIBL Securities (Private) Limited

shall be effectuated in accordance with the

procedure of the Karachi Stock Exchange

(Guarantee) Limited and the Pakistan

Mercantile Exchange Limited and in line with

the recommendations of our Company’s

Board of Directors

(iii) Reasons for sale To comply with the requirement of Rule

7 (2) (n) of the Non-Banking Finance

Companies (Establishment and Regulations)

Rules 2003, and the directions of SECP, for

conducting brokerage business (including

proprietary business) by setting up a separate

subsidiary

(iv) Direct or indirect interest of

directors, sponsors, majority

shareholders and their

relatives, if any

The Directors, Chief Executive, the Sponsors

and the majority shareholders have no direct

personal interest in the subsidiary, except in

their capacities as being Directors, Chief

Executive and the sponsors of Security

investment Bank Limited

 

For this purpose, it is intended to propose the following resolutions to be passed as Special Resolutions with or without modifications:

“Resolved That the Company be and is hereby authorized to transfer / sale the membership card of the Karachi Stock Exchange (Guarantee) Limited and the membership of the Pakistan Mercantile Exchange Limited to proposed 100% fully owned subsidiary SIBL Securities (Private) Limited in line with recommendations of our Company’s Board of Directors,”

“Resolved Further That the Company is authorized to take all appropriate steps and execute all necessary documents in connection with the sale the membership card of the Karachi Stock Exchange (Guarantee) Limited and the membership of the Pakistan Mercantile Exchange Limited.”

“Resolved Further That the Chief Executive, Mr. Muhammad Saleem Rathod and the Company Secretary, Mr. Muhammad Shahzad be and are hereby authorized jointly and severally to do all acts, deeds and things necessary to implement this Special Resolution and also jointly and severally empowered to make amendments / modifications to the Resolutions as may be required by the members or by the regulators.”

For more information, contact:
For Security Investment Bank Limited
Karachi: 6th Floor, Uni Towers,
I.I Chundrigar Road, Karachi-74000, Pakistan,
Phones: (92-21)32418410-13
Fax: (92-21) 32418414
E-mail: sibl@sibl.com.pk
Website: www.sibl.com.pk

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