DOST STEELS LIMITED
NOTICE OF EXTRA ORDINARY GENERAL MEETING
Notice is hereby given that the Extra Ordinary General Meeting of the shareholders of Dost Steels Limited will be held on September 19, 2024 at 3.00 p.m. at Room Number 401, 4th Floor, Ibrhaim Trade Centre 1 Aibak Block, Barket Market, New Garden Town Lahore to transact the following business.
ORDINARY BUSINESS:
- To confirm and approve the minutes of the Extra Ordinary General Meeting held on July 8, 2024.
- The company had received requisition under section 162 of the Companies Act 2017 (Act) from two members having acquired requisite shareholding in the company after the last election of directors held on 27-10-2022enabling to get elected as directors of the company. Therefore, for the compliance of section 162 the Board of Directors have called an EOGM to elect seven (7) directors, in accordance with the provision of Section 159 (1) of the Companies Act, 2017 for a term of three years in place of the following directors, who are eligible for re-election:
1. | Mr. Naim Anwar | 2. | Mr. Murtaza Hussain |
3. | Mian Abuzar Shad | 4. | Mr. Jamal Iftakhar Ahmed |
5. | Mr. Zahid Iftakhar | 6. | Mr. Suhail Elahi |
7. | Mr. Shahab Mehboob Vohra |
ANY OTHER BUSINESS:
3. To consider any other business with the permission of Chairman. | |
By order of the Board | |
Muhammad Afzal Shehzad | |
Lahore: August 28, 2024 | Company Secretary |
Notes:
- The Share Transfer Books of the Company shall remain closed from September 13, 2024 to September 19, 2024 (both days inclusive). Transfers received at our registrar office M/s Corplink (Pvt.) Limited, Wings Arcade, 1-K Commercial, Model Town, Lahore by the close of business on September 12, 2024 will be treated in time.
- A member entitled to attend and vote at this meeting may appoint another person as his/her proxy to attend, speak and vote instead of him/her behalf at the meeting. Proxies, in order to be valid, must be received at the registered office of the Company not later than 48 hours before the meeting along with attested copy of CNIC. A member shall not be entitled to appoint more than one proxy.
- In pursuance of Circular No.4 of 2021 dated February 15, 2021, issued by he Securities and Exchange Commission of Pakistan; the members shall also be entitled to attend this meeting through video link facility /electronic means after completing verification and identification requirements. Members interested in attending this meeting through video link facility/electronic means are requested to register themselves by submitting following particulars at email address
afzal.shehzad@doststeels.comnot less than 48 hours before the time for holding the meeting.
Name
*CNIC No./Passport No. (in case of foreigner)
Folio No./CDC Account No.
Mobile No.
No. of shares held
*Please also attach legible scanned copy of CNIC/Passport (in case of foreigner).
Registration request must be sent through email address available /registered with the Company i.e. provided by CDC in case of shares held in book entry from in CDS or available with the Company in case of shares held in physical from.
The Company will send the link video/electronic facility and other relevant information to respective members in order to enable them to access the video /electronic facility and attend this meeting. Please note that requirements of Note 5 below shall be followed in case of proxy/ representative of corporate body and link of video /electronic facility shall only be sent upon receipt of original documents.
4. Central Depository Company (CDC) shareholders are requested to bring their Computerized National Identity Cards, Account/Sub-Account and Participant's ID Number in the CDC for identification purpose when attending the meeting. In case of corporate entity, the Board's Resolution/Power of
Attorney with specimen signature shall be furnished (unless it has been provided earlier) at the time of meeting.
In case of corporate entity, the Board of Directors resolution/power of attorney with specimen signature
of nominee shall be produced (unless it has been provided earlier) at the time of meeting.
5. . Members may avail video conference facility for this Extraordinary General Meeting at Lahore provided the Company receives consent (standard format is given below) at least 7 days prior to the date the Meeting from members holding in aggregate 10% or more shareholding residing at above location. The Company will intimate respective members regarding venue of the video-link facility before the date of meeting along with complete information necessary to enable them to access the facility.
"I/We.______________ of __________________________________________ being a member
of Dost Steels Limited, holder of ___ | __Ordinary shares as per Registered Folio No./CDC |
Account No. hereby opt for video conference facility at Lahore | in respect of Extraordinary |
General Meeting of the Company to be held on September 19, 2024. |
- Shareholders are requested to notify to the Company's Share Registrar immediately of any change in their addresses.
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Any person who seeks to contest the election to the office of a Director, whether he/she is a retiring director or otherwise, shall file required documents under section 159 of the Companies Act 2017, Companies (General Provisions and Forms) Regulations 2018, Listed Companies (Code of Corporate Governance) Regulations, 2019 and the eligibility criteria, as set out in Section 153 and 166 of the
Companies Act, 2017 to act as director or an independent director of a listed Company with the Company Secretary, at the Registered Office of the Company, situated at Room Number 401, 4th Floor, Ibrhaim Trade Centre 1 Aibak Block, Barket Market, New Garden Town Lahore, 14 days before the date of the Extra Ordinary General Meeting:
The final list of contesting Directors will be circulated not later than seven days before the date of said meeting, in terms of Section 159(4) of the Companies Act, 2017. Further, the website of the Company will also be updated with the required information. - It is hereby notified that pursuant to the Companies (Postal Ballot) Regulations, 2018 and its amendments notified vide SRO 2192(1)/2022 dated December 5. 2022, members will be allowed to
exercise their right to vote for the directors to be elected in the EOGM, in accordance with the conditions mentioned in the aforesaid Regulations (if required).
Statement of Material Facts under Sections 134(3) and 166(3) of the Companies Act, 2017 in respect of Election of Directors
The company had received requisition under section 162 of the Companies Act 2017 (Act) from two members having acquired requisite shareholding in the company after the last election of directors held on 27-10-2022enabling to get elected as director of the company. Therefore, in pursuant to Board of Directors meeting dated 21st August 2024, EOGM has been called for the purpose holding fresh election as required under the Act.
In compliance of Section 166(3) of the Companies Act, 2017, for an independent director, consent papers will be accepted form those persons who meet the criteria set out for independence under section 166 of the Companies Act, 2017 and after observing relevant requirements of rules/regulations issued thereunder including availability of their names on the data bank of independent directors maintained by an institute organization duly notified by the Securities and Exchange Commission of Pakistan. Further, the Company while selecting independent directors shall exercise its own due diligence and shall also assess respective competencies, diversity, skill, knowledge and experience of candidates. The Company shall ensure that independent directors are elected in the same manner as other directors are elected in terms of Section 159 of the Companies Act. 2017.
No Director has direct or indirect interest in the above mentioned business except as shareholder and that he/she can contest for election of Directors.