Zahidjee Textile Mills : Notice of Extraordinary General Meeting

ZAHIDJEE TEXTILE MILLS LIMITED

NOTICE OF EXTRA ORDINARY GENERAL MEETING

Notice is hereby given that the Extra Ordinary General Meeting of the Shareholders of Zahidjee Textile Mills Ltd ("the Company") will be held at 131-A, Scotch Corner. Street-P, Upper Mall Scheme Lahore, on Monday, April 01, 2024 at 04:00 P.M. to transact the following business:

ORDINARY BUSINESS:

1. To confirm the minutes of the 34st Annual General Meeting held on October 27, 2023.
2. To elect Seven (7) Directors as fixed by the Board under section 159(1) of the Companies Act,
   2017 for three years commencing from March 31, 2024. The names of retiring Directors are:

(i)	Mr. Muhammad Ali	(ii) Mr. Muhammad Zahid	(iii) Mr. Ahmad Zahid
(iv)	Mrs. Mehreen Fahad	(v) Shahbaz Haider Agha	(vi) Mr. Sajjad Hussain Shah

1. Mr. Faisal Masood Afzal
   SPECIAL BUSINESS:
   To consider and if thought appropriate, pass with or without modification, the following special resolutions as approved and recommended by Board of Directors.

RESOLVED FURTHER THAT Mr. Muhammad Zahid, Director/CEO of Zahidjee Textile Mills Ltd or such other person(s) as may be authorized by him ("the Authorized persons") be and are hereby, jointly or severely authorized to complete all the related regulatory, legal, and other formalities of this transaction. RESOLVED FURTHER THAT all actions heretofore taken by any of the authorized persons on behalf of Company in respect of above matters are hereby confirmed, ratified, and adopted by the Company in full.

1. RESOLVED THAT the existing clause 57 of Articles of Association of the Company pertaining to the Directors' remuneration be and is hereby amended/ substituted as follows.
   The remuneration of a Director for performing extra services, including holding of the office of Chairman shall be determined by the board, and remuneration to be paid to any for attending the meetings of the Board or a committee of Directors shall from time to time be approved by the Board in accordance with Provisions of applicable laws.
2. To transact any other business with the permission of the chair.

By Order of the Board

Lahore: March 12, 2024Muhammad Ilyas

Company Secretary

NOTE:

1. Share Transfer Books will remain closed and no transfer of shams will be accepted for registration from March 24, 2024 to April 01, 2024 (both days inclusive). Transfers received in order at Company's registrar M/S CorpTec Associates (Private) Limited, 503-E, Johar Town, Lahore up to close of business on March 24,2024, will be considered in time to entitle the transferees to attend and vote at the meeting. 2. Any member who seeks to contest an election of the directors shall whether he/she is a retiring director or otherwise file with the Company at its Registered Office located at 131-A, Scotch Corner. Street-P, Upper Mall Scheme Lahore, not later than 14 days before the date of Extra Ordinary General meeting, a notice of his/her intention to offer himself/ herself for election as a director in accordance with provisions of the Companies Act. 2017. 3. Proxies to be effective must be received at the registered office of the Company not less than 48 hours before the time of the Meeting and must be duly stamped, signed, and witnessed by two persons. Form of Proxy may be downloaded from the Company's webst: https://wwzahidiee.com.pk.

1. A member who has deposited his/her shares into CDC, must bring his/her ID number and account/ sub account number along with original Computerized National Identity Card (CNIC) or original passport at the time of attending the meeting.
2. Members are requested to submit a copy of their valid Computerized National Identity Card (CNIC), if not already provided and immediately notify changes in the registered address to our Shares Registrar M/S CorpTec Associates (Private) Limited.
3. In pursuance of circular 4 of 2023 issued by SECP, the shareholders are requested to attend the EOGM of the company virtually through video link facility, "Zoom". The entitled member(s) are requested to get themselves registered at least 2 working days before holding of the of EOGM at email [e-mail] by providing the Name, CNIC No., Cell Number and CDC Account No/Folio Number.
   STATEMENT UNDER SECTION 166(3) OF THE COMPANIES ACT, 2017
   Independent Directors will be elected through the process of election of directors in terms of section 159 of the Companies Act, 2017 and they shall meet the criteria laid down under section

1. (2) of the Act. The present Directors of the Company have no interest in the above said business except being eligible for re-election as director of the Company.
   STATEMENTS UNDER SECTION 134(3) OF THE COMPANIES ACT 2017.
   These statements set out the material facts concerning the resolutions contained in the Notice pertaining to the special business to be transacted at the Extraordinary General Meeting of the Company to be held on, March 31,2024.
   ITEM NUMBER 4 OF THE AGENDA
   Comparative analysis of existing clause with proposed amendment is given below:

Original Clause 57	Proposed Amended Clause	Reason For Change
			57
The remuneration of a Director	The remuneration	of a	Approving the mechanism for
for performing extra	services,	Director for performing extra	the determination of scale of
including holding of the office	services, including holding of	remuneration of Directors. To
of chairman, and remuneration	the office of chairman shall	facilitate decisions relating to
to be paid to any Director for	be determined by the board,	any change in Directors
attending the meeting of the	and remuneration to be paid	remuneration with approval of
Directors or a committee of	to any Director for attending	board
Directors shall from time to	the meetings of the Board or
time be determined by the	a committee of	Directors
shareholders	in	general	shall from time to time be
meeting in	accordance with	approved by the Board in
law.			accordance with provisions of
			applicable laws.

The board confirms that the proposed alteration is in line with the applicable provision of the law and regulatory framework, and Directors have no interest in this matter except to extent of their directorship and remuneration.

    

     

1           

          

•     P  131-A04:002024
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34_ 202327	
(1)159 2017	2024 31	
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7	6	  5
					:  
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  	
 
 
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57   4
 	

 
		 5
     		2024  12	
  	(3)134 2017
 2018132018(I)423
	
  2024 012024 24	:
1
 Corptec 2024 24 
	
				
		E-503

	

 2 14 EOGM 2017

   P  131-A

    

48 3



	http://www.zahidjee.com.pk
 ID	4
	 
 	5
  Corptec   
		
 42021	6
 
 2
	[e-mail]
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	   (3)134   2017   
 2024 31
	
: 4   
	57	57
           
 	    
   	 
      
         
  		
	
			
   
		

   