Friday, October 20, 11:08 pm
Investor Relations
NOTICE OF 16TH ANNUAL GENERAL MEETING

 

NOTICE OF ANNUAL GENERAL MEETING

 

Notice is hereby given that the 16th Annual General Meeting of Sialkot International Airport, Limited is scheduled to be held on Tuesday, October 31, 2017 at 3:30 afternoon in The Heritage Club, Aziz Shaheed Road, Sialkot Cantt Sialkot to deal with the following matters:-

ORDINARY BUSINESS:

  1. To receive and adopt the audited accounts of the Company for the year ended June 30, 2017 together with the reports of directors and auditors thereon.

 

  1. To consider and approve final cash dividend @25% (i.e. Rs250/-per ordinary share of Rs. 1,000/ each) and Bonus shares @10%, as recommended by the Board of Directors for those shareholders who hold shares on October 24, 2017.

 

  1. To reappoint auditors for the year ending June 30, 2018 and to fix their remuneration.  Being eligible, present auditors (M/S Deloitte Yousuf Adil, Chartered Accountants) have consented to continue as auditor of the company for the year 2017-18.  

 

Special Business

 

4) To consider and, if thought fit to approve an increase in Authorized Share Capital of the Company (as recommended by Directors in their meeting held on September 29, 2017) and for this purpose to pass the following resolutions as Special Resolutions:-

a) RESOLVED that the Authorized Share Capital of the Company be increased from Rs. 2,500,000,000/- (Rupees Two Billion five hundred million only) divided into 2,500,000 (Two million five hundred thousand only) Ordinary Shares of Rs. 1,000/- each to Rs. 3,500,000,000/- (Rupees Three Billion five hundred million only) divided into 3,500,000 Ordinary Shares of Rs. 1,000/- each.

b) FURTHER RESOLVED that as and by way of Special Resolution in respect of the increase in Authorized Capital of the Company, Clause V of the Memorandum of Association and Article 4 of the Article of Association of the Company be and are hereby altered to be read as under:

Clause V of the Memorandum of Association

The authorized share Capital of the Company is Rs. 3,500,000,000/- (Rupees Three Billion five hundred million only) divided into 3,500,000(Three million five hundred thousand only) ordinary Shares of Rs. 1,000/- each with powers to increase, reduce, modify, sub-divide, consolidate or reorganize the share capital of the Company for the time being and to divide the shares in the capital for the time being into several classes, in accordance with the provision of law.

Article 4 of the Articles of Associations

The authorized Capital of the Company is Rs. 3,500,000,000/- (Rupees Three Billion five hundred million only) divided into 3,500,000(Three million five hundred thousand only) ordinary Shares of Rs. 1,000/- each

c) FURTHER RESOLVED that “the Chief Executive Officer and / or the Company Secretary be and is / are hereby authorized to take necessary corporate and legal formalities in respect of the above resolutions”.

 

                                                                                                                 BY ORDER OF THE BOARD

 

 

Sialkot: October 09, 2017                                                              MUHAMMAD JAHANGIR KHAN

Company Secretary

NOTES:

  1. A member entitled to attend the meeting may appoint another member as his/her proxy to attend the meeting of him/her behalf. Names of Proxies in order to be effective must be received by the Company not later than 48 hours before the meeting.

 

  1. Requests for shares transfers received by the close of business hours (05 PM) on October 24, 2017 will be considered in order. Any change in address, alongside valid copy of CNIC be sent to Company Secretary at registered office, 06. Kilometer from Sambrial, Sialkot. Tel. 052-6633090 or email at cs@sial.com.pk. This information is necessary for filing of statutory returns of the Company with SECP.

 

  1. To comply with the legal obligations, Members are requested to provide either by email or TCS, copy of their valid CNIC.  Please also note that rate of withholding tax in terms of section 150 of the ITO, 2001 would be charged as per prevailing Tax Laws.

 

  1. The Company has also placed the audited financial statements for the year ended 30-6-2017 alongside directors and Auditor’s report on its website www.sial.com.pk

 

  1. BOOK CLOSURE

 

The Member's Register will remain close from October 25, 2017 to October 31, 2017 (both days inclusive).

 

  1. Statement of material facts under section 134(3) of the Companies Act, 2017.

 

The statement of material facts as required by the above mentioned section pertains to the special business mentioned in the agenda of the notice.

 

Agenda item # 4 – Increase in authorized share capital of the Company

 

The Directors of the Company are of the view that from out of total authorized share capital (Rs. 2,500,000,000/-) the portion of issued, subscribed and paid up capital portion has reached to Rs. 2,233,227,000/-.  At this stage any future issue of bonus/right shares could be made up to the extent of about 10% only. SECP has directed that the BOD of a company shall not decide or recommend to increase the capital by issue of further shares by way of right, otherwise than right or bonus shares beyond the authorized capital as stipulated in memorandum and article of association of the company. 

 

Therefore future declaration / approval of bonus shares or right shares would require to enhance the existing authorized capital of the Company.

 

Finance Committee has already recommended that authorized capital of the company may be further authorized up to the extent of Rs. 1 billion.

 

  1. The Directors have no interest directly or indirectly in the business except to the extent of their respective shareholdings in the Company.