NOTICE TO SHAREHOLDERS IN THE HIGH COURT OF SINDH AT KARACHI (Company Jurisdiction) J. Misc. Petition No. 08 of 2016 IN THE MATTER OF: Sections 284, 285, 286, 287 and 288 of the Companies Ordinance, 1984 AND IN THE MATTER OF: Engro Fertilizers Limited and another Petitioners NOTICE NOTICE IS HEREBY GIVEN that pursuant to the Order dated March 03.2016 of the High Court of Sindh at Karachi passed in Judicial Petition No. 08 of 2016, an extraordinary general meeting of the shareholders of Engro Fertilizers Limited ("EFL") will be held at Marriott Hotel, Abdullah Haroon Road, Karachi, on March 28, 2016 at 11:00 a.m or immediately after the Anuual General Meeting, to consider and if thought fit, approve, adopt and agree to the Scheme of Arrangement between EFL and Engro Eximp (Private) Limited ("Eximp") for amalgamation of entire undertaking, assets, entitlements and liabilities of Eximp in EFL ("Scheme"). One copy of the Scheme, statement as required under Section 160(1)(b) of the Companies Ordinance, 1984 setting out in detail the special business to be conducted in the extraordinary general meeting ("160(1)(b) Statement") and statement under Section 286 of the Companies Ordinance, 1984 explaining effect of the Scheme ("286 Statement") are being provided with the notice of the meeting sent to the shareholders. Further copies of the Scheme, 160(1)(b) Statement and 286 Statement may be obtained from the registered office of Engro Fertilizers Limited during normal office hours on application prior to the meeting by the shareholders. 1
Transcript
NOTICE TO SHAREHOLDERS
IN THE HIGH COURT OF SINDH AT KARACHI
(Company Jurisdiction)
J. Misc. Petition No. 08 of 2016
IN THE MATTER OF:
Sections 284, 285, 286, 287 and 288 of the Companies Ordinance, 1984
AND
IN THE MATTER OF:
Engro Fertilizers Limited and another Petitioners
NOTICE
NOTICE IS HEREBY GIVEN that pursuant to the Order dated March 03.2016 of the High Court of Sindh
at Karachi passed in Judicial Petition No. 08 of 2016, an extraordinary general meeting of the shareholders of
Engro Fertilizers Limited ("EFL") will be held at Marriott Hotel, Abdullah Haroon Road, Karachi, on March 28,
2016 at 11:00 a.m or immediately after the Anuual General Meeting, to consider and if thought fit, approve, adopt
and agree to the Scheme of Arrangement between EFL and Engro Eximp (Private) Limited ("Eximp") for
amalgamation of entire undertaking, assets, entitlements and liabilities of Eximp in EFL ("Scheme").
One copy of the Scheme, statement as required under Section 160(1)(b) of the Companies Ordinance, 1984
setting out in detail the special business to be conducted in the extraordinary general meeting ("160(1)(b)
Statement") and statement under Section 286 of the Companies Ordinance, 1984 explaining effect of the Scheme
("286 Statement") are being provided with the notice of the meeting sent to the shareholders. Further copies of
the Scheme, 160(1)(b) Statement and 286 Statement may be obtained from the registered office of Engro
Fertilizers Limited during normal office hours on application prior to the meeting by the shareholders.
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Mr. Khalid Siraj Subhani has been appointed as chairman of the meeting and is to report the results thereof
to the Court.
The Scheme will be subject to the subsequent approval of the Court.
Company Secretary of Engro Fertilizers Limited
Karachi.
Dated: March 03, 2016
NOTES:
1. Draft of resolutions proposed to be considered by the shareholders of the Company at the extraordinary
general meeting is being attached herewith (Appendix A) as required by Section 164(1) of the Companies
Ordinance, 1984.
2. All shareholders are entitled to attend and vote at the meeting.
3. A shareholder entitled to attend and vote is entitled to appoint a proxy to attend, speak and vote for it.
4. An instrument of proxy for the meeting (in which you can direct the proxy how you wish him to vote) is
being provided with the notice (Appendix B) sent to members. Further copies of the instrument of proxy
may be obtained from the registered office of Engro Fertilizers Limited, 7th and 8th Floors, The Harbour
Front Building, HC#3, Marine Drive, Block 4, Clifton, Karachi, Pakistan.
5. A copy of each of the Scheme, 160(1)(b) Statement and 286 Statement are being sent to all shareholders
along with the notice to the members.
6. The Share Transfer Books of the Company will be closed from Tuesday, March 15, 2016 to Monday.
March 28, 2016 (both days inclusive). Transfers received in order at the office of our Registrar, M/s,
FAMCO ASSOCIATES (PVT.) LTD, 8-F, next to Hotel Faran, Nursery, Block 6, PECHS,
Shahrah-e-Faisal, Karachi PA BX Nos. 92-21 34380101-5 and email [email protected] by the
close of business (5:00 p.m) on Monday, March 14, 2016 will be treated in time to entitle the transferees to
attend and vote at the meeting.
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STATEMENT LINDER SECTION 160(1)(b)
IN THE HIGH COURT OF SINDH AT KARACHI
(Company Jurisdiction)
J. Misc. Petition No. 08 of 2016
IN THE MATTER OF:
Sections 284, 285, 286, 287 and 288 of the Companies Ordinance, 1984
AND
IN THE MATTER OF:
Engro Fertilizers Limited and another Petitioners
STATEMENT UNDER SECTION 160(1)(B) OF THE COMPANIES ORDINANCE, 1984 (THE "ORDINANCE")
1. Judicial Miscellaneous Petition No.08 of 2016 has been filed in the High Court of Sindh at Karachi under
Sections 284, 285, 286. 287 and 288 of the Ordinance for sanction of and for other orders in respect of Scheme of
Arrangement ("EFL-Eximp Scheme") between Engro Eximp (Private) Limited ("Eximp") and Engro Fertilizers
Limited ("EFL"). In that proceeding the Court has directed the convening of meeting of the members of EFL for
seeking their agreement to the EFL-Eximp Scheme.
2. Presently, EFL is engaged in the businesses of manufacturing, purchasing and marketing of fertilizers and
agricultural products.
3. The purpose of the proposed amalgamation of Eximp with and into EFL is to achieve the following
benefits:
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(a) To strengthen the synergies between EFL and Eximp.
(b) To strengthen EFL's position in the fertilizer industry.
(c) To operate / run business under one management.
(d) The maintenance of separate operations. marketing, legal. administrative, secretarial and other
records under the various laws results in duplication of work and higher costs. After the
amalgamation significant cost will be curtailed in these areas.
(e) The consolidated operation will result in eliminating duplicate services and operations and
reduction in administrative and overhead expenses besides increasing efficiency on account of
unified control.
The amalgamation will help in carrying on the business more economically and provide
satisfactory organizational framework conducive to the growth of the business.
(g)
The administrative costs incurred individually by Eximp and EFL will be considerably reduced
after amalgamation of Eximp with and into EFL as:
(i) Only a single Board of Directors will be required to manage the affairs.
(ii) Only one AGM will be required to be held and one set of annual / quarterly accounts will be
required to be published and circulated.
(iii) Only one register of shareholders and one set of books and records will be required to be
maintained and one set of forms will be filed with the various Corporate / Government /
Regulatory Agencies.
(iv) Single assessment for income tax and their filing and record keeping.
(v) Improvement in the administration of personnel affairs of the staff and administrative
policies will be uniform.
4. In light of the aforesaid, the respective Board of Directors of Eximp, and EFL had resolved to commence
with the division and amalgamation/transfer process and to take all such steps as are necessary in this regard
including preparation of EFL-Eximp Scheme to be submitted to the Honourable High Court pursuant to Sections
284 and 287 of the Ordinance. For such purposes EFL-Eximp Scheme has been prepared for amalgamation of
entire undertaking, assets, entitlements and liabilities of Eximp with and into EFL.
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5. EFL-Eximp Scheme has been approved by the Boards of Directors of Eximp and EFL. Copy of the
EFL: Eximp Scheme is attached herewith and the same may also be inspected by the members of EFL during
business hours at the registered office of EFL at 7th & 8th Floors. The Harbour Front Building, HC#3, Marine
Drive, Block 4, Clifton, Karachi. Pakistan.
6. Under Section 284(2) of the Ordinance, a majority in number representing three-fourths in value of the
members of the companies should agree to EFL-Eximp Scheme in order for the same to be sanctioned by the
Honourable High Court. Hence, pursuant to the Order dated March 03, 2016 of the High Court of Sindh at Karachi
passed in Judicial Petition No. 08 of 2016 extra ordinary general meeting of the shareholders of EFLwill be held
at Marriott Hotel, Karachi, on March 28, 2016 to consider and if thought fit, approve, adopt and agree to
Eximp-EFL Scheme.
7. No Director of Eximp and EFL has any interest, whether directly or indirectly, in the proposed
amalgamation of Eximp into EFL except as stated below.
8. The Directors declare that they have an interest in the form of their shareholdings in Eximp and EFL (as
nominee director): their employment in Eximp and EFL: and the remuneration and benefits that might accrue to
them as part of any policy of Eximp and EFL.
9. The effect of the Scheme on the interest of these directors does not differ from its effect on the interest of
the members. The following tables set out the shareholdings (including nominee shareholding) of the directors of
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