Thal Limited’s notice of the annual general meeting

Karachi: In pursuance to listing regulations No. 18(2) we are enclosing herewith the copy of the notice of 45th Annual General Meeting of the Shareholders of our Company to be held on Monday, October 17, 2011 at9:30 AM.

Notice is hereby given that the forty- fifth Annual General Meeting of the Members of the Company will be held on Monday, October 17, 2011 at 9:30 am at the institute of Chartered Accountants of Pakistan, Chartered Accountants Avenue, Clifton, Karachi to transact the following business:

Ordinary business:

1. To receive and adopt the Audited Accounts for the year ended June 30, 2011 together with the reports of the Directors’ and Auditors’ thereon.

2. To approve a final cash dividend of 50% (i.e. Rs2/50 per share) for the year 2010-11 as recommended by the Board of Directors.

3. To appoint Auditors for the year 2011-12 and to fix their remuneration, the present auditors – Messrs Ernst and Young Ford Rhodes Sidat Hyder, Chartered Accountants being eligible offer themselves for reappointment.

Special business:

1. To consider and if deemed fit, pass the following resolutions with or without modification(s):-

Resolved That

I. A sum of Rs 61,386,295/- out of the profit available for appropriations as at June 30, 2011 be capitalized and be applied to the issue of 12,277,259 ordinary shares of Rs 5/= each allotted as fully paid bonus shares to the members whose names appear in the register of members as at the close of business on October 10, 2011 in the proportion of one Ordinary share for every five Ordinary shares held, i.e. 20%.

II. Te bonus shares shall rank pari passu in all respects with the existing shares except that these shares shall not qualify for the dividend declared for the year ended June 30, 2011.

III. members entitled to fraction of a share shall be paid sale proceeds of their fractional entitlement, for which purpose the fractions shall be consolidated into whole shares and sold through stock market.

iv. Company Secretary be and is hereby authorized and empowered to give effect to this resolution and to do or cause to be done all acts, deeds and things that may be necessary or required for the issue, allotment and distribution of bonus shares.

2. To consider and, if thought fit, pass with or without modification(s) the following Special Resolution:-

“Resolved that the Directors of Thal Limited (the “Company”) be and are hereby authorized and empowered to acquire / purchase 300 ordinary shares (Par Value Rs 5/= per share) of Noble Computer Services (Pvt.) ltd. (NCSL) from them existing shareholders at a book value of Rs. 291.115 per share as at 30 June 2011 with a total value of Rs 87,335 in order to increase the total equity investment of Thal Limited in NCSL from 99.85% to 100%.

Notes:

I) The Share Transfer Books of the Company will remain closed from Tuesday, October 11, 2011 to Monday, October 17, 2011 (both days inclusive) and the final dividend will be paid to the Shareholders whose names will appear in the Register of Members on October 10, 2011. Shareholders (Non-CDC) are requested to promptly notify the Company’s Registrar of any change in their addresses and submit, if applicable to them, the Non – deduction of Zakat Form CZ-50 with the Registrar of the Company M/S. Noble Computer Services (Pvt.) Ltd., 1st Floor, House of Habib, 3 Jinnah C.H. Society, Sharea Faisal Karachi, All the Shareholders holding the shares through the CDC are requested to please update their addresses and Zakat status with their Participants. This will assist in the prompt receipt or Dividend.

II) A member entitled to attend and vote at this meeting may appoint another member as his/her proxy to attend and vote for him / her. Proxies in order to be effective must be received at the Registered Office of the Company not less than 48 hours before the time of holding the meeting. A proxy must be a member of the Company.

III) Members who have not yet submitted photocopy of their computerized national identity card to the Company are requested to send the same at the earliest.

CDC Accounts Holders will further have to follow the under mentioned guidelines as laid down in Circular 1 dated the January 26, 2000 Issued by the Securities and Exchange Commission of Pakistan.

A Statement under section 160(1) (b) of the Companies Ordinance, 1984 read with SRO 865(1)/2000 dated December 6, 2000 is being sent to the Members along with a copy of this notice.

Statement under section 160 (1) (b) of the Companies Ordinance, 1984 read with SRO 865(1) /2000 dated December 6, 2000

1. Name of investee company:

Noble Computer Services (Pvt.) Limited (“NCSL”) Registered Office: 1st Floor, House of Habib, 3 Jinnah C, H. Society, Shahrah-e-Faisal, Karachi, Authorized Capitals: Rs. 10.0 million divided into 2 million shares of Rs. 5/- each.

2. Nature, amount and extent of investment:

The purchase of 300 ordinary shares of NCSL from the other existing shareholder of NCSL (the “Sellers”) constituting 0.15% of the issued share capital of NCSL, The purchase price for such shares in NCSL shall be at its book value i.e. Rs 291.115 per share as or June 30, 2011.

The Company currently owns 99.85% of the issued share capital in NCSL as of 30 June 2011, The above mentioned purchase of shares shall increase the Company’s holding in NCSL to 100%.

3. Average market price of the shares intended to be purchased during preceding six months in case of listed companies:

Not applicable as NCSL is a not a listed company.

4. Break-up value of shares intended to be purchased on the basic of last published financial statements:

As per the Financial Statements for the year ended June 30, 2011 amounts to Rs, 291,115 per share.

5. Price at which shares will be purchased from NCSL:

The purchase price between the Company and each of the seller has agreed at its book value as of June 30, 2011 i.e. Rs 291.115 per share.

6. Earning per share (EPS) of NCSL are as follows:

 

(Rupees per Share)

Year endedYear endedYear ended
Jun 30,Jun 30,June 30,
200920102011
Earnings/(Loss) per share47.81 44.1248.10

 

 

7. Source of funds from where shares will be purchased:

The Company has adequate liquidity to acquire the remaining 0.15% shares in the Share Capital of NCSL.

8. Period for which investment will be made:

The investment in NCSL is intended for an indefinite period.

9. Purpose of investment:

To own 100% of the shareholding in NCSL

10. Benefits likely to accrue to the company and the shareholders from the proposed investment: There will be saving in administrative costs through purchase of remaining 0.15% of the share capital in NCSL.

11. Interest of directors and their relatives In NCSL:

The Directors of Thal Limited will be interested to the extent of their Shareholdings in Thal Limited, Mr. Ali S. Habib is a Director of Thal Limited and he is also a Shareholder of NCSL.

For more information, contact:
Thal Limited
Regd. Office:
4th Floor, House of Habib
3-Jinuah C. H. Society, Block 7/8,
Shara-e-Faisal, Karachi – 75350
Tel: (92-021) 431-2030
Fax: (92-021) 431- 2318
E –Mail: tl@hoh.net
Website: www.thalllmited.com