Zahur Textile Mills Limited’s notice of extraordinary General Meeting

Karachi: Notice is hereby given that the Extraordinary General Meeting of the Company will be held on July 11th, 2011 at the Head Office of the Company, 49-A, Baber Block, Garden Town, Lahore at 9.00 A.M to transact the following business:

1. Ordinary Business

(i) To confirm the minutes of 20th Annual General Meeting held on October 31, 2009.

(ii) To elect seven directors as fixed by the Board of Directors U/S 178 of the Companies Ordinance 1984 for a period of 3 years in place of following directors namely.

Mr. Arif Zahur, Mr. Tahir Saeed, Mirza Mohammad Riaz, Mr. Mohammad Rafique, Mr. Khalid Mahmood, Mr. Mohammad Idrees, Rana Mubarak Ali. The retiring directors are eligible for re-election.

Special Business

(i) To consider and approve the sale of all the fixed assets including plant and machinery, buildings and land of the Company so as to repay all the settled loans of the lender banks and to pass the following resolution, with or without modification, as a Special Resolution:

Resolved that the Company be and is hereby authorized to sell all the fixed assets including plant and machinery, buildings and land by inviting tender through advertisement in the newspapers.

Further resolved that Mr. Arif Zahur, Chief Executive of the Company, be and is hereby authorized to take all necessary steps, as deem necessary, for the sale of the fixed assets of the Company.

ii) To consider and approve to authorize Mr. Arif Zahur, Chairman/Director of the Company, to repay all the settled liabilities of the lender banks from the sale proceeds of the fixed assets sold, as agreed between the Company and the banks and to pass the following resolution, with or without modification, as a Special Resolution:

Resolved that the Company be and is hereby authorized to settle all liabilities of the banks from the sale proceeds of the fixed assets sold.

Further resolved that Mr. Arif Zahur, Chief Executive of the Company, be and is hereby authorized to take all necessary steps, as deem necessary, for settlement of banks liabilities in accordance with the agreements between the Company and the banks.

3. Any further business with the permission of the Chair, Statement under Section 160(1) of the Companies Ordinance, 1984 is being sent to the shareho1drs along with this Notice.

Note:

1) The Share Books of Company will be remain closed from July 5th, 2011, to July 11th, 2011 (both days inclusive).

2) Nomination / consent for the office of the Directors must be received at least 14, days before the meeting at the registered office of the company.

3) A member entit1ed to attend and vote at this meeting may appoint another member as his/her proxy to attend and vote, The form of proxy duly completed, should reach the Head Office of the Company at least 48 hours before the time for holding the meeting.

4) Members are requested to notify immediate1y, change in their address, if any.

STATEMENT UNDER SECTION 160(1) OF THE COMPANIES ORDINANCE, 1984. DISPOSAL OF FIXED ASSETS INCLUDING PLANT AND MACHINERY, BUILDINGS AND LAND

Due to adverse market conditions and huge financial liabilities outstanding against the Company the factory had to be closed in 2006 and the entire work free was laid off. Inspite of best efforts of the management the commercial banks are reluctant to provide finances for operations of the Company. The Company has no resources of its own to settle liabilities of the banks and to restart its operation. The Company has, therefore, made settlement with the lender banks to settle their liabilities by sale of the fixed assets including plant and machinery, buildings and land. The detail of banks liabilities to be settled are as under:

Name of the Bank Settled Amount
Samba Bank Limited Rs. 27.0 Million
Royal Bank of Scotland Rs. 120.0 Million
(Now Faysal Bank Limited)
NIB Bank Limited Rs. 65.50 Million
National Bank of Pakistan Rs. 20.0 Million (Approx)
——————-
Total Rs. 232.50 Million

The major detail of fixed assets to be sold is as under:

Name of Machinery Area / Quanity Book Value Fair Market Value
Land 28 Acres Rs. 53,164,500 Rs. 56.0 Million
Building 288,000 Sq.mtrs Rs. 188,123,344 Rs. 172,800,000
Spindles / machinery 27,360 Rs. 587,442,797 Rs. 120,000,000

The sale of the above mentioned fixed assets will take place by inviting tenders through advertisement in the newspapers, In case the sale price offer for plant, machinery and part of building and land is found sufficient to pay off the settled liabilities of the banks, then only these assets will be disposed off. In such a scenario, we may save some land and factory building which will become free from encumbrances. The Company will consider a revival plan so as to utilize the premises for starting a new venture for the long term benefit of the shareholders.

For more information, contact:
Company Secretary
Zahur Textile Mills Limited
49-A Haroon Street Baber Block
Barket Market Garden Town,
Lahore Pakistan.
Tel: +9242 5833881

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