Revised Notice of Extraordinary General Meeting

Karachi:  With reference to our earlier letter no. ICL/SCY-3/70 dated 16-05-2011 with which Notice of Extraordinary General Meeting was attached. Minor changes have been made in the Notice of Extraordinary General Meeting therefore we are enclosing herewith a Revised Notice of Extraordinary General Meeting to be held on Friday, June 10, 2011 at 11:30 am, at the Registered Office of the Company situated at 39-Empress Road, Lahore, for circulation amongst your members.

Notice of Extraordinary General Meeting

Notice is hereby given that the Extraordinary General Meeting of the Shareholders of Ittehad Chemicals Limited will be held on Friday, June 10, 2011 at 11:30 am. at the Registered Office of the Company situated at 39-Empress Road, Lahore, to transact the following business:

ORDINARY BUSINESS:

1. To confirm the minutes of the Extraordinary General Meeting held on March 28, 2011.

SPECIAL BUSINESS:

2. To consider and approve further equity investment of Rs.3,450,000 (Rupees three million four hundred fifty thousand only) in Chemi Chloride Industries Limited (“CCIL”), the Subsidiary Company, by way of acquiring 5% shareholding i.e. 460,000 shares from the shareholders of CCIL at a price of Rs.7.50 per share, under section 208 of the Companies Ordinance, 1984 and to pass, with or without modification, the following resolution as special resolution;

Resolved that pursuant to section 208 of the Companies Ordinance 1984, Ittehad Chemicals Limited (the “Company”) be and is hereby authorized to make further equity investment of Rs.3,450,000 (Rupees three million four hundred fifty thousand only) in Chemi Chloride Industries Limited (CCIL), the Subsidiary Company,to increase its investment from Rs.87,400,000 (Rupees eighty seven million four hundred thousand only) to Rs.90,850,000 (Rupees ninety million eight hundred fifty thousand only) which would raise ICL’s total holding in the paid up capital of the Subsidiary Company from the present 95% to 100% at maximum.

Further resolved that Mr. Muhammad Siddique Khatri, Chief Executive of the Company, be and is hereby authorized to do and cause to be done all such acts as are necessary to give effect to the above resolution.

3. To transact any other business with permission of the Chair.

NOTES:

1. The Share Transfer Books of the Company will remain closed from June 4, 2011 to June 10, 2011 (both days inclusive).

2. A member of the Company entitled to attend and vote at the Extraordinary General Meeting may appoint another member as his/ her proxy to attend and vote in place of his/her at the meeting. Proxies in order to be effective must be received at the Registered Office of the Company duly stamped and signed not less than 48 hours before the time of meeting.

3. Shareholders, who have deposited their shares into Central Depository Company of Pakistan, must bring their participant’s ID numbers and account/ sub account numbers along with original Computerized National Identity Cards or original Passports at the time of attending the meeting in order to facilitate identification of respective shareholders.

4. In case of corporate entity, the Board of Directors’ resolution / power of attorney with specimen signature of the nominee shall be produced at the time of meeting.

5. Members are advised to immediately notify the change in their addresses, if any to our registrar M/s. Corplink (Pvt.) Limited, Wings Arcade, 1-K commercial, Model Town, Lahore (Ph: 042-35916714, 042-35839182, Fax: 042-35869037).

6. Members who have not yet submitted copies of their Computerized National identity cards (CNIC) are requested to send the same to our Shares Registrar at the earliest.

STATEMENT UNDER SECTION 160(1)(B) OF THE COMPANIES ORDINANCE, 1984, CONCERNING THE SPECIAL BUSINESS:

Ittehad Chemicals Limited (“ICL”) propose to invest a further sum of Rs. 3,450,000 (Rupees three million four hundred fifty thousand only) in the equity of Chemi Chloride Industries Limited (CCIL), the Subsidiary Company, by way of acquiring 5% share holding i.e. 460,000 shares from the shareholders of CCIL at a proposed price of Rs. 7.50 per share, in addition to the sum of Rs. 87,400,000 (Rupees eighty seven million four hundred thousand only) already invested by the Company, which would raise ICL’s total holding in the paid up capital of the Subsidiary Company from 95% to 100%.

Disclosures, other than the above information, required under section 208 of the Companies Ordinance, 1984, read with SRO 865(1)/2000 dated December 6, 2000 are as under:

Sr. Required DisclosureDetails
  
1. Name of investee company or

associated undertaking;

Chemi Chloride Industries Limited (“CCIL”)
  
2. Nature, amount and extent of

investment;

Further equity Investment of Rs. 3,450,000

making the total investment of Rs.

90,850,000

  
3. Average  market  price of the

shares intended to be purchased

during preceding six months in

case of listed companies

Not applicable; as CCIL is not a listed

company.

  
4. Break-up value of shares

intended to be purchased on the

asis of last published financial

statements;

Rs. 6.46 per share approximately, as per

last audited financial statements for the

year ended June 30, 2010.

Rs. 4.96 per share approximately, as per

latest un-audited financial statements for

the Nine months and 3rd Quarter ended March

31, 2011.

  
5. Price  at which shares will be

purchased;

Rs. 7.50/- per share
  
6. Earning/(loss) per share of

investee company in last three

years;

Year         EPS

2009-10      1.84

2008-09     (1.62)

2007-08     (8.47)

  
7. Source of funds from where

shares will be purchased;

From own sources i.e. from Cbmpany’s

revenues from operations.

  
8. Period for which investment will

be made;

The Company currently holds 95% shares

in CCIL. After acquisition of these 5%

shares, ICL’s share in the paid up capital of

CCIL will be increased to 100% and CCIL

will become wholly owned subsidiary

Company of ICL.

  
9. Purpose of investment;After acquisition of 5% shareholding in

CCIL, the Company’s total holding in CCIL

will become 100% and CCIL will become

wholly owned subsidiary Company of ICL.

  
10. Benefits likely to accrue to the

company and the shareholders

from the proposed investment;

CCIL will become wholly owned Subsidiary

Company of ICL and entire operations of

the CCIL will be directly controlled by ICL.

  
11. Interest of directors and their

relatives in the investee company;

Directors have no interest except to the

extent of their holding in the investee

company.

For more information, contact:

Waheed Ashraf

Company Secretary

Ittehad Chemicals Limited

39-Empress Road, P.O. Box 1414,

Lahore-54000, Pakistan

PABX: +9242 36306586 – 88

Fax: +9242 36365697

E-mail: info@ittehadchemicals.com