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