The Karachi Stock Exchange (Guarantee) Limited’s clarification regarding consent of shareholders

Karachi: Enclosed, please find herewith copy of a Public Notice published in the Daily Dawn dated December 18, 2011 about the sale of immovable property of your company.

We invite your attention to the requirements under section 196 (3) of the Companies Ordinance, 1984 regarding approval of the shareholders while disposing off the sizeable assets / undertaking of the company.

You are advised to explain the above immediately as we have not received any information / notice of meeting for obtaining consent of the shareholders in this behalf.

Clarification Regarding Consent of Shareholders

Please refer to your letter No. KSE/C-300-7626 dated December 23, 2011 regarding subject matter it is to clarify that the Directors of the company are aware of the requirement of Sub section (3) of Section 196 of the Companies Ordinance 1984 that requires Special Resolution for disposal of sizable part of the company’s asset. Since land being disposed is not sizeable part with respect to total assets of the company so they are confident that it doesn’t come in the ambit of this provision therefore Special Resolution is not required for this transaction. Hence no information to share holders is mandatory at this point of time however it will be included in the Directors’ Report for the year to the share holders.

The part land sale is being carried out by legitimate Board Resolution passed in accordance with Clause (i) of Sub section (2) of Section 195 of the Companies Ordinance 1984 read with Rule 14A of Companies Rule 1985, Quotations were invited by publication of advertisement in news paper and transaction is being made on best available offer. The proposed transaction is being carried out on an arm’s length basis and none of the proceeds shall be used to retire the debts of the directors. Or for any other purpose other than to pay off the secured creditors of the company. Proceed are to be used for Settlement of the ‘banks having charge over this property’ with significant relief to the company.

We hope that this clarification will satisfy your query. We will be pleased to explain anything further should you so desire.

For more information, contact:
Karachi Stock Exchange
Tel: (92-21) 111-001122
Fax: (92-21) 3241 0825, (92-21) 3241 5136

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