Silver Star Insurance Company Limited’s extension in time for holding the annual general meeting for the year ended December 2012

Karachi, June 17, 2013 (PPI-OT): We applied to the Securities and Exchange Commission of Pakistan for extension of time for holding our Annual General Meeting for the year ended December 31, 2012 up to July 31, 2013. A copy of the application filed with the Securities and Exchange Commission of Pakistan is enclosed herewith for your information and record.

The regulatory authority i.e. Securities and Exchange Commission of Pakistan has granted the extension to hold Annual General Meeting for the financial year ended December, 31, 2012 by July 31, 2013 vide their letter Ref: ID/Enf/Silver-Star/2013/6801 dated June 13, 2013, the copy of which is enclosed for your record and reference.

Application for Extension of Time for submission of Statement of Assets and Liabilities and Holding the Annual General Meeting with Reference to Your Letter Ref No. ID/SD/SSICL/2013/16473

We respectfully made the following submissions in connection with the captioned subject:

1. That our Company Silver Star Insurance Company Limited, 5-Bank Square, Lahore, having registration No.L-412/19840502 is a public limited Company listed on Karachi and Lahore Stock Exchanges.

2. That last A.G.M. of the Company was held on 30-04-2012 in which audited accounts ended 31-12-2011 were laid down and approved.

3. That the Annual General Meeting of the Company was required to be held by 30th April, 2013 in which accounts and report for the year ended 31st December 2012 were required to be laid down for approval by members.

4. That due to non-finalization of the Audit by the external Auditors the Company has not been able to hold Annual General Meeting till now, because of the following reasons:

a) One of the existing joint auditors as of January 2013, Messrs SARWARS Chartered Accountants were changed as per your direction (please refer to our letter. No. HO/MD/871/2013) and their resignation was duly received on 25th February 2013 (copy enclosed).

This change caused our other joint auditors-Messrs M. Yousuf Adil Saleem and Co. (Deloitte), Chartered Accountants to tender their resignation as well on the 27th February 2013 (copy enclosed).

b) We then proceeded in this matter and appointed Messrs Ilyas Saeed and Co., Chartered Accountants as external auditors of our company on 28th February 2013 (copy enclosed). However, the audit was delayed because of their preoccupations and also due to the fact that the engagement partner on our audit was contesting the ICAP Counsel elections, so they showed their inability to carry out the audit and thus tendered their resignation on April 25th 2013 (copy enclosed).

c) We then offered Messrs Hyder Bhimji and Co. Chartered Accountants, Lahore for the appointment as external auditors for the FY 2012 on the 17th of May 2013, which they accepted and sent their formal consent on 24th May 2013 (copy enclosed).

In view of the above, we believe that our audit for FY 2012 shall be completed by the 1st week of July, 2013 and therefore we shall be obliged if our company is permitted to hold the Annual General Meeting by July 31, 2013.

5. As required, the auditors certificate, confirming that the financial statements of our company for the year ended December 31, 2012 are under their audit is attached herewith.

6. A copy of the last year’s printed annual accounts is also attached herewith.

It may please be noted that during the preceding years the Company has been holding Annual General Meetings well in time and no default has been made under section 158 of the Companies Ordinance, 1984.

Under the circumstances, it is earnestly requested that we may be allowed extension in time to hold our Annual General Meeting on or before 31st July 2013 and to lay before the meeting the annual audited accounts of the company for the year ended December 31, 2012.

A paid challan of Rs.15,000/- as a fee for filling the application and duly sworn affidavit from the Chief Executive are also enclosed herewith.

SECP Insurance Division Karachi

Direction under Section 170 of the Companies Ordinance, 1984

It has been noted from the record that M/s Silver Star Insurance Company Limited (“Company”) has failed to hold its Annual General Meeting (“AGM”) for the calendar year 2012 within the timeframe as stipulated under Section 158 of the Companies Ordinance, 1984 (“Ordinance”).

2. The Company, vide its letter bearing reference no. HO/AC/4810/2013 dated June 7, 2013, stated that the Annual Accounts of the Company for the year ended December 31, 2012 have not been audited, as one of the existing joint auditors, i.e. M/s Sarwars, Chartered Accountants, were changed. M/s Sarwars, Chartered Accountants were not in the list of approved auditors, which was determined through Circular No.11 of 2012, issued pursuant to Section 48(1) of the Insurance Ordinance, 2000. Consequently, M/s Sarwars, Chartered Accountants resigned from being the statutory auditors of the company on February 27, 2013. Consequently the other statutory auditor, M/s Yousuf Adil Saleem and Co., Chartered Accountants, also resigned on February 27, 2013.

3. Subsequent to the resignations of M/s Sarwars, Chartered Accountants and M/s Yousuf Adil Saleem and Co., Chartered Accountants, the Company has appointed M/s M. Ilyas Saeed and Co., Chartered Accountants, to act as the statutory auditors of the Company, who also resigned on April 25, 2013.

4. The Company has now appointed M/s Hyder Bhimji and Co., Chartered Accountants, as the Company’s statutory auditors, who have confirmed to act as the statutory auditors of the Company on May 24, 2013.

5. M/s Hyder Bhimji and Co., Chartered Accountants, vide their letter of June 6, 2013 have apprised the Company that they would take 4 to 5 weeks time to complete the audit and review process.

6. In this regard, the company, through its letter dated June 7, 2013, has requested the Commission to allow the Company to hold its AGM for the year 2012 by July 31, 2013.

7. Therefore, the Company is hereby directed in terms of Section 170 of the Ordinance to convene the overdue Annual General Meeting for the year ended December 31, 2012 latest by July 31, 2013, so as to lay therein the audited accounts for the aforesaid period and to transact and other business as required under the law and thereafter submit, within a week of the data of the meeting so held, a compliance report along with attested copies of the minutes of the said meeting and the audited accounts so approved duly signed by the persons, as required by the law.

8. This direction shall be without prejudice to the penal and civil consequences of the defaults already made by the Company and its management in complying with the provisions of Sections 158 and 233 of the Ordinance, and those of the insurance Ordinance, 2000.

For more information, contact:
Muhammad Rafique
Company Secretary
Silver Star Insurance Company Limited
Silver Star House,
5-Bank Square,
P. O. Box 2533
Lahre-54000 (Pakistan)
PABX: +92-42-3732 4488,
Telefax: +92-42-3722 9965

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