High Courts And Supreme Court Pakistan Public Notice

PUBLIC NOTICE
AMALGAMATION OF IHSAN RAIWIND MILLS (PRIVATE) LIMITED WITH AND INTO DIN TEXTILE MILLS LIMITED NOTICE IS HEREBY GIVEN for the purpose of obtaining sanction of the Scherne of Arrangements dated April 26, 2013 (the "Scheme of Arrangement"), pertaining to the arnalgamation of Ihsan Raiwind Mills (Private) Limited ("IRML") with and intoD Textile Mills Limited (D1111.), pursuant to the orders dated December 4, 2013 and December 13, 2013 of the Honourable High Court of Sindh passed in Civil Miscellaneous Application Nos. 285 of 2013 and 292 of 2013 filed in PetMon bearing Judicial Miscellaneous No. 25 of 2013 ("Orders.). The purpose of this notice is: (1) DITIPTI7i Ilthlse geld nantnaltVirtitnialnHrCirldubaRrYoaGde, 114%chlinnotninjaVutanr; T;m2nOng nal 11 a.m. to consider and, if thought fit, adopt and agree to the Scheme of Arrangement for the arnalgamation of IRML and its members with and into DTML and its rnembers. (ii) to inform that pursuant to the Orders, a meeting of the creditors of DTML .11 be held at 35- A/1, Lalazar Area, Opp. Beach Luxury Hotel, M.T. Khan Road, Karachi on January 17, 2014 at 3:00 p.m., to consider and, if thought fit, approve. adopt and agree to the Scheme of Arrangement for the amalgamation of 1RML and its members and into DTML and its members. (iii) to inform that pursuant to the orders, an Extraordinary General Meeting of the members of IRML will be held at 35-A/I, Lalazar Area, Opp. Beach Lawry Hotel, M.T. Khan Road, Karachi on January 17, 2014 at 3:30 p.m. to consider and, if thought fit, adopt and agree to the Scheme of Arrangement Mr the amalgamation of IRML and its members with and into DTML and its members; and (iv) to inform that pursuant to Me Orders. a meeting of the creditors of IRML will be held at 35- AA, Lalazar Area, Opp. Beach Luxury Hotel, M.T. Khan Road, Karachi on January 17, 2014 at 4:00 p.m. to consider and. 4 thought frt. approve. adopt and agree to the Scheme of Arrangement for the amalgamation of IRML and its members with and into DTML and its members. A copy of the Scheme of Arrangement and a Statement under Section 286(1) of the Companies Ordinance, 1984 ("Statement") may be obtained from the offices of IRML and DTML at 35-AA. Lalazar Area. Opp. Beach Luxury Hotel, M.T. Khan Road, Karachi during namal office hours. on application prior to the above meetings, by the members, creditors and other persons determined as entitled to attend the meetings. 'C;;;Alt.'n„nilrld:rcts tattle:1litre terttiinigt:noVntheMirtMtratacTdifoir7criteDT1untr. report the resutts thereof to the Court. As per the Orders of the Hontble High Court of Sindh, Mr. Farhad Shaikh Mohammad, the Director of IRML will act as Chairman of the meetings of the members and creditors of IRML and will report the resutts thereof to the Court. The Scheme of Arrangement will be subject to the subsequent aPProval M the Court By order of the Board (ISLAM AHMED)
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WARHAD SHAIKH MOHAMMAD) Karachi: December 26, 2013 Ihsan RaiwinCdEVIII:Vr'ivate) Limited Notes:
A. General
1 The share transfer boo. of IRML and DTML will remain closed from January 10, 2014 to January 17, 2914 (both days inclusive). Transfers received at the offices of IRML and DTML as the case may be situated M 35-N1, Lalazar Area, Opp. Beach tummy Hotel, M.T. Khan Road, Karachi, the Registrar and Share Transfer Office of IRML and DTML, as the
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applicable, by the close of the business on January 09, 2014 will be treated in time. The recent annual/quarterly accounts, Memorandum and Articles of Association and other related information of 1RML and DTML, as applicable, may be inspected during the business hours on any working day at the Registered Offices of IRML and DTML respectively from the date of publication of this notice till the conclusion of the meetings. 3. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend, speak and vote for hinilher. 4. The instrument appointing a proxy, together with Power of Attorney, if any, under which it M $igned or a notarially certified copy thereof. should be deposited, oM the Company Secretary of IRML or DTML. as the case may be, not less than 48 hours before the time of holding the meeting. If a member appoints more than one proxy, and more than one instrument of proxy is deposited by a member, all such instruments of proxy shall be rendered invalid. Statement under Section 160(1)(b) of the Companies Ordinance, 1984 concerning the Special Business Subject to the sanction of the High Court of Sindh at Karachi under the Scheme of Arrangement, IRML will be merged/amalgamated with and into DTML by tmnsfer to and vesting in DTML the whole of undertakings and businesses of IRML together with all the properties, assets, rights, liabiltes, quotas and obligations of every kind and descriphon as subsisting on June 30, 2013 or at such other date stated by the Court. The merger/amalgamation of IR!AL with and into DTML shall be effective by way of a Scheme of Arrangement in accordance with tile provisions of Sechons 284 to 288 of the Companies Ordinance. 1984. The Scheme of Arrangement for Amalgamation is available for inspection to any person entitled to attend the aforernentioned meetings. at the offices of the Company Secretary of IRML and DTML, as the case may be, free of cost during normal office hours; copies of the same may also be obtained upon request by such persons from the offices of the Company SecreMry of IRML and DTML, as the case may be, free of cost during normal office hours. The directors of 1RML and DTML are interested in the Scheme of Arrangement to the exteM of their shareholding in the respective companies. The effect of the Scheme of Arrangement on the interests of these directors does not differ from its 0. on hke interests of other members. In view of the above, the Board of Directors of IRML and DTML have approved and recommended the merger/amalgamation of IRML with and into DTML in terms of the Scheme of Arrangement. Statement under Section 286 of the Companies Ordinance, 1984 concerning the Special Business The statement .ng forth the terms of Scheme of Arrangement and explanation of its effect including the interests of the respective directors of 1RML and DTML and the effect of those interests and other ancillary information may be obtained upon request by any person entrtled to attend the aforementioned meetings from the offices of the Company Secretary of 1RML and DTML, as the case may be, situated at 35-AA, Lalazar Area, Opp. Beach Luxury Hotel, M.T. Khan Road, Karachi, free of cost during normal office hours.
Thrtbeettarro thin en:ensile:1 no InNeln na :de; :Inn tits 'also.' be? snent nal' no ngtthtiToYti c:nonf etrhae meetings or me creoitas to the creditors of IRML and u n MOHSIN TAYEBALY CO. Corporate Legal Consultants / Barristers 8. Advocates High Courts 8 Supreme Court 2nd Floor. Dime Centre. BC-4. Block-9, Clifton, Karachi-75600 Tel: 35375658 A 35375659 ri 35838077 - 35371653 35872690 - 35866354 - Fax # 35870240 E-mail: contact@mtclaw.com.pk