LimitedNewsSummary PK0005201014 FEROZ
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Ferozsons Laboratories: Publication of notice of extraordinary general meeting
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Prior to publishing, Ferozsons Laboratories distributed a notice of an extraordinary general meeting.
06/02/2023 | 07:02am EDT
EXTRAORDINARY GENERAL MEETING NOTICE
Notice is hereby given that the Ferozsons Laboratories Limited (“the Company”) Extraordinary General Meeting (the “EOGM”) of the members will be conducted on Monday, June 26, 2023 at 12:30 P.M. at Blue Lagoon, Masood Akhter Kiani Road, Rawalpindi to conduct the following business:
Commonplace Business:
to affirm the 66th Annual General Meeting minutes from the September 30, 2022, meeting.
To elect seven (7) Directors of the Company, as determined by the Board of Directors, for a term of three (3) years beginning on July 7, 2023, in accordance with Section 159 of the Companies Act, 2017. Re-election bids are accepted from the following retiring Directors:
1.
Akhter Khalid Waheed, Mrs.
2.
Obsman Khalid Waheed
3.
Amna Piracha Khan, Mrs.
4.
Munize Azhar Peracha, Mrs.
5.
Shahid Anwar,
6.
ARSHAD SAED HUSAIN
- Invoking Suleman Ghani
- to conduct any other regular business with the chair’s approval.
Particular Business:
The Securities and Exchange Commission of Pakistan has authorised the distribution of annual audited financial statements to Company members using QR-enabled codes and weblinks in S.R.O. 389(I)/2023, dated March 21, 2023. In this regard, it is suggested that the following resolutions be adopted as Special Resolutions, with or without change:
As permitted by the Securities and Exchange Commission of Pakistan via S.R.O. 389(I)/2023 dated March 21, 2023, it is resolved that the Company is hereby authorised to distribute its Annual Reports, including Annual Audited Financial Statements, to the members for future years starting with the financial year 2023 via QR enabled code and weblink.
Further agreed that by sharing Annual Reports, including Annual Audited Financial Statements, via QR code and weblink, the Company shall be deemed in compliance with the pertinent requirements of the Companies Act 2017.
Further resolved that the Chief Executive Officer of the Company be and is hereby empowered and authorised to do all acts, matters, deeds, and take all necessary actions as may be necessary for the purpose of implementing the aforesaid resolutions. The Chief Executive Officer may also act alone or in conjunction with the Chief Financial Officer or the Company Secretary.
To consider and approve raising the company’s authorised share capital from Rs. 500,000,000 (Rupees Five Hundred Million Only) divided into 50,000,000 ordinary shares worth Rs. 10 each to Rs. 5,000,000,000 (Rupees Five Billion Only) divided into 500,000,000 ordinary shares worth Rs. 10 each, as well as any resulting changes to the company’s memorandum and articles of association. In this regard, it is suggested that the following resolutions be adopted as Special Resolutions, with or without change:
It was decided to increase the authorised share capital of the company from Rs. 500,000,000 (Rupees Five Hundred Million Only) divided into 50,000,000 ordinary shares of Rs. 10 each to Rs. 5,000,000,000 (Rupees Five Billion Only) divided into 500,000,000 ordinary shares of Rs. 10 each by issuing an additional 450,000,000 ordinary shares at the par value of Rs. 10.
Further resolved that the newly generated shares shall rank in all respects on a par with the Company’s existing ordinary shares.
It was also decided to replace Article 4 of the Company’s Articles of Association and existing clause V of the Memorandum of Association. Therefore, these shall be written as follows:
The Memorandum of Association’s fifth clause
The company has a Rs. 5,000,000,000 (Rs. Five Billion) authorised capital, which is divided into 500,000,000 (Five Hundred Million) ordinary shares, each worth Rs. 10 (Rs.
Article 4 of the Association’s Articles
The company has a Rs. 5,000,000,000 (Rs. Five Billion) authorised capital, which is divided into 500,000,000 (Five Hundred Million) ordinary shares, each worth Rs. 10 (Rs.
Further resolved that the Company’s Chief Executive Officer and Company Secretary be and hereby are individually empowered and authorised to do all acts, matters, deeds, and take all necessary actions, including filing the necessary documents and returns with the Registrar of Companies – Securities and Exchange Commission of Pakistan and complying with all other legal requirements as may be necessary for the purpose of implementing the aforesaid resolutions.
- To take into account and approve a revision to Article 128 of the Company’s Articles of Association, which deals with reserve capitalization. In this regard, it is suggested that the following resolutions be adopted as Special Resolutions, with or without change:
It was decided that the board of directors of the company could decide to capitalise a portion of any reserves that were available for distribution. This was approved by the company’s members.
Further resolved that such amounts may be made available for distribution to the eligible members who would have been entitled to receive them in the same proportions if they had been distributed as dividends, provided that they are not paid in cash but rather are used to pay up in full any unissued shares that would otherwise qualify as bonus shares of the Company.
Further resolved that the Board of Directors of the Company shall have the authority to make such appropriations and applications of the undistributed profits resolved to be capitalised, including allotments and the issuance of fully paid shares, and shall generally perform all acts and things necessary to give effect to such resolutions whenever such resolutions are adopted by the Board of Directors of the Company.
Resolve further that, as a result of the Board of Directors’ aforementioned authorizations, Article 128 of the Company’s Articles of Association shall read as follows:
Section 128:
Any Board of Directors meeting may resolve that any moneys, investments, or other assets forming part of the undivided profits of the Company standing to the credit of the Reserve Fund or the Depreciation Fund or in the hands of the Company and available for dividend (or representing premia received on the issue of shares and standing to the credit of the share premium account) be capitalized and distributed amongst such of the share-holders as will be entitled to receive the same if distributed by way of dividend and in the same proportions on the footing that they become entitled thereto as capital and that all or any part of such capitalised fund be applied on behalf of such share-holders in paying in full either at par or at such premium as the resolution may provide, any unissued shares, debentures, or debenture-stock of the Company which shall be distributed accordingly or towards payment of the uncalled liability on any issued shares or debentures or debenture-stock, and that such distribution or payment shall be accepted by such share-holders in full satisfaction of their interest in the said capitalized sum.
Further agreed that the Company’s CEO and Company Secretary be and are hereby individually entitled and authorised to conduct all acts, matters, deeds, and take all necessary steps, including filing the relevant forms and returns with the Registrar of
Companies – Pakistan’s Securities and Exchange Commission, as well as any additional regulatory requirements that may be required for the implementation of the aforementioned resolutions.
- To take into account and approve the need-based extension of the previously approved short-term financing facility / security in the amount of up to Rs. 500 million in favour of M/S BF Biosciences Limited (subsidiary Company). In this regard, it is suggested that the following resolutions be adopted as Special Resolutions, with or without change:
Resolved that the Company is hereby authorised under Section 199 of the Companies Act of 2017 and all other applicable provisions to provide a short-term financing facility or security in favour of M/S BF Biosciences Limited (“BFBL”), a subsidiary company, up to PKR 500,000,000 (Rupees Five Hundred Million Only), provided that the markup rate to be charged by the Company to BFBL on any outstanding amount of the short-term financing facility shall not be less than the average.
Further resolved that the Chief Executive Officer be and is hereby empowered and authorised to do all acts, matters, deeds, and take all necessary actions, including signing and executing agreements and completing legal formalities as may be necessary for the purpose of implementing the aforesaid resolutions. The Chief Executive Officer may act alone or in conjunction with the Chief Financial Officer or the Company Secretary.
The notice of the Extraordinary General Meeting is thus affixed with the statements of significant facts required by the Companies Act of 2017 and the pertinent disclosures required by the Companies (Investment in Associated Companies or Associated Undertakings) Regulations of 2017.
by decision of the Board
Rawalpindi
Saif Syed Ghausuddin
June 05, 2023
Business Secretary
NOTES:
Book conclusion:
The Company’s Share Transfer Books will be closed from June 20 to June 26, 2023.
(both inclusive days). Transfers made at the Company’s Share Registrar’s office at M/s
At the close of business on June 19, 2023, CorpTec Associates (Pvt.) Limited, 503-E, Johar Town, Lahore, shall be considered in time for the EOGM and as necessary.
Attendance at the EOGM:
Members are eligible to attend and participate in voting at the EOGM if their names are included in the Register of Members as of June 19, 2023, at close of business. A Member who is qualified to attend and vote at the EOGM may designate a proxy to represent him or her at the meeting. A proxy for a person must be a Member of the Company.
You can get a copy of the Proxy Form on the Company’s website at http://www.ferozsons-labs.com.
A valid Form of Proxy, Power of Attorney, or other authority (if applicable) under which it is signed, as well as a notarized certified copy or CTC of such power or authority, must be submitted via email to cs@ferozsons-labs.com at least 48 hours prior to the time of the EOGM.
Members are asked to send a copy of their Computerised National Identity Card/Smart National Identity Card (CNIC/SNIC), if not previously done so, and to notify CorpTec Associates (Pvt.) Ltd., our shares registrar, right once if their registered address changes.
Guidelines for CDC Accounts, Central Depository Company of Pakistan Limited
Holders:
Participation in the EOGM:
Individuals must verify their identity by sending a copy of their CNIC/SNIC or passport through email (as specified in the notes) at least 48 hours prior to the time of the EOGM in the case of account holders, sub-account holders, and/or people whose securities are in group accounts and whose registration details are uploaded in accordance with the Regulations.
In the event of a business body, the Board of Directors’ resolution and Power of Attorney with the nominee’s sample signature must be shared by email at cs@ferozsons-labs.com at least 48 hours before the EOGM is scheduled to take place (unless it has already been done so).
When Designating Proxies:
Individuals must share the Form of Proxy in accordance with the aforementioned requirement. This includes the account holder, sub-account holder, and/or the person whose shares are in a group account and whose registration information is uploaded in accordance with the Regulations.
Two people must attest to the Form of Proxy, and they must include their names, addresses, and CNIC/SNIC numbers.
The Form of Proxy must be sent by email, together with copies of the CNIC/SNIC or passports of the beneficial owners and the proxy (as noted in the notes).
A copy of the proxy’s CNIC, SNIC, or passport must be sent through email (as specified in the notes).
If the entity is a corporation, the Board of Directors resolution and Power of Attorney with a sample signature must be sent via email to the company (as noted in the notes) together with the Form of Proxy.
Facility for Video Conferencing
Members may also use the video conference feature in compliance with the 2017 Companies Act’s provisions.
At least 14 days before the date of the Extraordinary General Meeting, the Company will request permission from shareholders who collectively own 10% or more of the shares and who reside in a location other than the city of the meeting to participate in the meeting via video conference, subject to the availability of such a facility in that city. A written request must be made in this regard and sent to the company’s registered addresses OR through email to cs@ferozsons-labs.com.
Procedure for Directors Elections:
No later than fourteen days prior to the scheduled Extraordinary General Meeting (EOGM), any person planning to run for election to the position of director, whether they are a retiring director or not, must deliver the following papers and information to the company’s registered office:
In accordance with Section 159(3) of the 2017 Companies Act, notice of his/her intention to nominate himself/herself for the election of directors must be given.
Fill out Form 28 and attach an attested copy of your CNIC, NTN, or passport to indicate your willingness to serve as a director under Section 167 of the 2017 Companies Act.
Complete profile to be posted on the Company’s website in accordance with SECP’s SRO
dated October 3, 2019, 1196(1)2019.
A statement that:
According to Section 153 of the Companies Act of 2017, as well as any other applicable rules and regulations (including listing requirements as indicated in the Rule Book of Pakistan Stock Exchange), he or she is not disqualified to serve as a director of a listed company;
He/she does not hold directorships in more than seven publicly traded businesses, which includes the Company; and
He or she is aware of the obligations, liabilities, and authorities he or she has under the applicable laws, the company’s bylaws, and the listing requirements of the stock exchange.
Independent Directors must be chosen following the election process described in Section 159 of the 2017 Companies Act. The Companies (Manner and Selection of Independent Directors) Regulations, 2018, as well as Section 166 of the Companies Act of 2017, both specify the requirements for independent directors. As a result, the candidates who wish to run for election as an independent director must also submit the following extra documents:
Independent Director’s Declaration pursuant to Section 6(3) of the 2019 Listed Companies (Code of Corporate Governance) Regulations; and
certifying on nonjudicial stamp paper of the appropriate denomination that he or she complies with sub-regulation (1) of Regulation 4 of the 2018 Companies (Manner and Selection of Independent Directors) Regulations.
A candidate cannot be a person representing a member who is not a natural person; they must be a member of the Company.
- E-voting and postal balloting
According to the Companies (Postal Ballot) Regulations, 2018, members holding an aggregate 10% or more shareholding as required by law are permitted to exercise their right to vote through a postal ballot, i.e., by mail or e-voting, in the manner and subject to the conditions set forth in the aforementioned Regulations, for the purpose of electing directors and for any other agenda item.
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