Al Abbas Sugar Mills : Notice of Annual General Meeting and Postal Ballot for voting through post

Al-Abbas Sugar Mills Limited

Notice of 33rd Annual General Meeting

Notice is hereby given that the 33rd Annual General Meeting of Al-Abbas Sugar Mills Limited will be held at Mövenpick Hotel,	5.	To approve, as and by way of an Ordinary Resolution, the transmission of the annual balance sheet, profit & loss
Karachi on Thursday, January 25, 2024 at 11:30 a.m. as well as through online meeting to transact the following business:		account, auditors report, directors report (the "Audited Annual Financial Statements") and the notice of general
Ordinary Business		meetings etc. to the Company's shareholders through email or QR enabled code and weblink as allowed by the
1.	To confirm the minutes of the 32nd Annual General Meeting of the shareholders of the Company held on January 26, 2023.		Securities and Exchange Commission of Pakistan via S.R.O No. 389(I)/2023 dated March 21, 2023:
2.	To receive, consider and adopt Annual Audited Financial Statements for the year ended September 30, 2023, together with		"Resolved that as notified by the Securities and Exchange Commission of Pakistan via S.R.O No. 389(I)/2023 dated
	the reports of the Auditors' and Directors' thereon.		March 21, 2023 transmission of Audited Annual Financial Statements to the members through QR enabled code and
3.	To declare and approve the cash dividend for the year ended September 30, 2023 on the ordinary shares of the Company.		weblink instead of transmitting the Audited Annual Financial Statements through CD/DVD/USB, be and is hereby
	The Directors have recommended a final cash dividend at 60% i.e. Rs. 6 per share. This is in addition to the interim dividend		ratified and approved for future."
	500% i.e. Rs. 50.00 per share already paid. The total dividend for 2022-23 will thus amount to Rs. 972.289 million i.e. Rs.	6.	To transact any other business with the permission of the chair.
	56 per share.		By Order of the Board

4. To appoint auditors for the ensuing year, and to fix their remuneration. The retiring auditors M/s. BDO Ebrahim & Co.

Chartered Accountants, being eligible have oered themselves for re-appointment for the year 2024.

Karachi: December 29, 2023

Zuhair Abbas

Special Business

Company Secretary

Notes:

11.

Consent for video conference facility:

1.

Closure of Share Transfer Books:

Pursuant to Section 132(2) & section 134(b) of the Companies Act, 2017, if the Company receives consent form from

The Share Transfer Books of the Company will remain closed from January 18, 2024 to January 25, 2024 (both days

Shareholders holding aggregate 10% or more shareholding residing at geographical location to participate in the meeting

inclusive) for the purpose of Annual General Meeting and payment of final dividend. Transfer requests on prescribed

through video conference at least 7 days prior to the date of meeting, the Company will arrange video conference facility

format, received at the oce of the Share Registrar of the Company, M/s. CDC Share Registrar Services Limited, CDC

in that city subject to availability of such facility in that city. To avail this facility please provide following information and

House, 99-B, Block B, S.M.C.H.S., Main Shahrah-e-Faisal,Karachi-74400 on or before the close of business on January 17,

submit to registered oce of the Company:

2024 will be treated 'in time' for the purpose of above entitlement(s) to the transferees and/ or to attend the AGM and vote

I / We, ___________________ of ___________________, being a member of Al-Abbas Sugar Mills Limited, holder of

at the meeting.

2.

Virtual Participation in the AGM Proceedings:

___________________ ordinary share(s) as per Registered Folio/ CDC Account No. ___________________ hereby

a. Through Electronic Means (Via Video Conferencing)

opt for video conference facility at ___________________.

In the light of the relevant guidelines issued by the SECP from time to time, the shareholders are encouraged to

___________________

participate in the General Meeting through electronic facility arranged by the Company. In order to attend the General

Signature of Member

Meeting through electronic facility, the shareholders are requested to get themselves registered with the company

12.

Polling on Special Business

before the time of General Meeting at [e-mail]; please provide your details as follows:

The members are hereby notified that pursuant to Companies (Postal Ballot) Regulations, 2018 amended through

Notification vide SRO 2192(1)/2022 dated December 05, 2022 issued by the SECP. The SECP has directed all the listed

Name of

CNIC No.

Folio No./ CDC

No. of Shares

Contact No.

Email Address

companies to provide the right to vote through electronic voting facility and voting by post to the members on all

Shareholder

Account No.

businesses classified as special business Accordingly, members of Al-Abbas Sugar Mills Limited (the "Company") will be

allowed to exercise their right to vote through e-voting facility or voting by post for the special business in its forthcoming

Online meeting link and login credentials will be shared with only those Members whose emails, containing all the

Annual General Meeting to be held on Thursday, January 25, 2024 at 11.30a.m., in accordance with the requirements and

required particulars, are received at the given email address by the end of business at 02:00 p.m. on Wednesday

subject to the conditions contained in the aforesaid Regulations.

January 24, 2024. The login facility shall remain open from 11:00 a.m. till the end of the Meeting on January 25, 2024.

13.

Procedure for E-Voting

3.

Participation in the AGM:

i. Details of the e‐voting facility will be shared through an e‐mail with those members of the Company who have their

All members, entitled to attend and vote at the meeting, are entitled to appoint another person in writing as their proxy

valid CNIC numbers, cell numbers, and e‐mail addresses available in the register of members of the Company by the

to attend and vote on their behalf. A proxy must be a member of the Company. In case of corporate entities, power of

close of business on January 17, 2024.

attorney or other authority/ board resolution under which it is signed or a notarially attested copy of power of attorney

ii. The web address, login details, and password, will be communicated to members via email. The security codes will

lodged at the Company's Registered Oce address: Pardesi House, Survey No. 2/1, R.Y.16, Old Queens Road, Karachi at

be communicated to members through SMS from the web portal of CDC Share Registrar Services Limited (being the

e‐voting service provider).

least 48 hours before the time of the meeting.

iii. Identity of the Members intending to cast vote through e‐voting shall be authenticated through electronic signature

CDC account holders will further have to follow the below mentioned guidelines as laid down by the Securities and

or authentication for login.

Exchange Commission of Pakistan.

iv. E‐Voting lines will start from January 22, 2024, 09:00 a.m. and shall close on January 24, 2024 at 5:00 p.m.

a. For Attending the Meeting:

Members can cast their votes any time during this period. Once the vote on a resolution is cast by a Member, he/ she

i. In case of individuals, the account holders or sub-account holders whose registration details are uploaded as per the

shall not be allowed to change it subsequently.

Regulations shall authenticate his/ her original valid CNIC or the original passport at the time of attending the meeting.

14.

Procedure for Voting Through Postal Ballot

ii. Members registered on CDC are also requested to bring their particulars, I.D. numbers and account numbers in CDS.

a. Members may alternatively opt for voting through postal ballot. For the convenience of the members, Ballot Paper is

iii. In case of corporate entity, the Board of Directors' resolution/ power of attorney with specimen signature of the

annexed to this notice and the same is also available on the Company's website www.aasml.com

nominee shall be produced (unless it has been provided earlier) at the time of the meeting.

b. The members must ensure that the duly filled and signed ballot paper, along with a copy of Computerized National

b. For Appointing Proxies:

Identity Card (CNIC) should reach the Chairman of the meeting through post at the Company's Karachi Oce,

i.

In case of individuals, the account holders or sub-account holders whose registration details are uploaded as per the

Al-Abbas Sugar Mills Limited, Pardesi House

Survey No. 2/1 R.Y. 16 Old Queens

Road, Karachi, or email at

CDC Regulations shall submit the proxy form as per above requirements.

[e-mail] day before the AGM, i.e., on January 24, 2024 before 5:00p.m. A postal ballot received

ii. Attested copies of valid CNIC or the passport of the beneficial owners and the proxy shall be furnished with the

after this time / date shall not be considered for voting. The signature on the Ballot Paper shall match with signature

proxy form.

on the CNIC.

iii. The proxy shall produce original valid CNIC or original passport at the time of the meeting.

15.

Deposit of Physical Shares into CDC Accounts

iv. In case of corporate entity, the Board of Directors' resolution/ power of attorney with specimen signature shall be

As per Section 72 of the Companies Act, 2017 all existing companies are required to convert their physical shares into

submitted (unless it has been provided earlier) along with proxy form to the Company.

book-entry form within a period not exceeding four years from the date of commencement of the Companies Act, 2017.

v. Proxy form will be witnessed by two persons whose names, addresses and valid CNIC numbers shall be mentioned

The Securities & Exchange Commission of Pakistan through its circular # CSD/ED/Misc./2016-639-640 dated March 26,

on the form.

2021 has advised the listed companies to pursue their such members who still hold shares in physical form to convert

4.

Transmission of the Annual Audited Financial Statements through CD/ DVD:

their shares into book-entry form.

SECP through its SRO 470 (I)/2016 dated May 31, 2016 have allowed companies to circulate their Annual Audited

We hereby request all such members of Al Abbas sugar Mills limited who are holding shares in physical form to convert

Financial Statements to their members through CD/ DVD at their registered addresses. In view of the above, the

their shares into book-entry form at the earliest. They are also suggested to contact the Central Depository Company of

Company has sent its Annual Report to the Shareholders in the form of CD/ DVD. Any Member can send request for

Pakistan Limited or any active member/stockbroker of the Pakistan Stock Exchange to open an account in the Central

printed copy of the

Annual Report to the Company

on standard

request

form

placed on its

website

Depository System to facilitate the conversion of physical shares into book-entry form.

https://www.aasml.com.

Members are informed that holding shares in book-entry form has several benefits including but not limited to; _

5.

Transmission of Audited Financial Statements / Notices Through Email:

• Secure and convenient custody of shares

Members are hereby informed that pursuant to SECP SRO 787(1)/2014 dated September 8, 2014, and under section

• Conveniently tradeable and transferable

223(6) of the Companies Act 2017, circulation of Audited Financial Statements and Notice of Annual General Meeting

• No risk of loss, damage or theft

has been allowed in electronic format through email.

• No stamp duty on transfer of shares in book-entry form

In compliance with the above mentioned requirements, members who wish to receive the Annual Report 2023 in

• Seamless credit of bonus or right shares

electronic form may file an application as per the form provided on the Company's website in compliance with the

We once again strongly advise members of the Company, in their best interest, to convert their physical shares into

subject SRO. The members who have provided consent to receive Annual Report 2023 can subsequently request any

book-entry form at the earliest.

other media including hard copy which shall be provided free of cost.

Statement under Section 134(3) of the Companies Act, 2017

6.

Placement of Financial Statements on Website:

This statement sets out material facts concerning the special businesses, proposed to be transacted at the Annual

The Financial Statements of the Company for the year ended September 30, 2023 along with reports have been placed

General Meeting of the Company to be held on January 25, 2024.

on the website of the Company: https://www.aasml.com.

Item No.5 of the agenda - To circulate annual audited financial statements through QR enabled code

7.

Mandatory Information - (Email, CNIC, IBAN and Zakat Declaration):

SECP, vide its notification No. SRO 389(I)/2023 dated March 21, 2023, have allowed the listed companies to circulate the

In compliance with Section 119 of the Companies Act, 2017 and Regulation 19 Companies (General Provisions and

annual balance sheet and profit and loss account, auditor's report and director's report, etc. ("annual audited financial

Forms) Regulations, 2018 members are requested to immediately provide their mandatory information such as CNIC

statements") to its members through QR enabled code and weblink to its members subject to approval of shareholders

number, updated mailing address, email, contact mobile/ telephone number and International Banking Account

in the Annual General Meeting. This facility will help all members, wherever they are located, to access the financial

Number (IBAN) together with a copy of their CNIC to update our records and to avoid any non-compliance of the law.

statements of the Company. Secondly, it will also reduce unnecessary expenditure for making CDs etc., it was also noted

Otherwise, all dividends will be withheld in terms of Regulation 6 of the Companies (Distribution of Dividends)

that most new computers do not have CD Rom as well, which was causing problems for many members.

Regulations, 2017;

Considering technological advancements and old technology becoming obsolete, the circulation of annual audited

• For physical shares to M/s CDC Share Services Limited

financial statements through CD/ DVD/ USB will be discontinued.

• For shares in CDS to CDC Investors A/c Services or respective participant

The Company will supply the hard copies of the annual audited financial statements to the shareholders on demand, free

Members are requested to submit a declaration (CZ-50) as per Zakat & Ushr Ordinance 1980 for Zakat exemption and

of cost, within one week of such demand. In this regard, the Company will place a Standard Request Form on its website

advise a change in address if any.

along with the designated postal and email address of the Company Secretary/ Share Registrar to whom such requests

8.

E-Dividend Bank Mandate:

will be made.

As per Section 242 of the Companies Act, 2017, in the case of a Public listed company, any dividend payable in cash

No directors have direct or indirect interest in the above-said business other than as shareholders of the Company.

shall only be remitted through electronic mode directly into the bank account designated by the entitled shareholders.

Ballot Paper for voting through post for the special Business at the Annual General Meeting

Therefore, through this notice, all shareholders are requested to update their bank account No.

(IBAN) and details in the Central Depository System through respective participants. In case of physical shares, to

to be held on Thursday, January 25, 2024 at 11:30 a.m. at Moven Pick Hotel, Karachi

provide bank account details to our Share Registrar, M/s CDC Share Services Limited. Please ensure an early update of

AL-ABBAS SUGAR MILLS LIMITED

your particulars to avoid any inconvenience. The e-Dividend mandate form is available on the company's website i.e.

https://www.aasml.com.

Registered Oce: Pardesi House, Survey No. 2/1, R.Y.16,Old Queens Road, Karachi

9.

Deduction of Income Tax from Dividend under Section 150 of the Income Tax Ordinance, 2001

UAN: (92-21)111-111-224; Fax No. (92-21) 32470090

("Income tax Ordinance"):

Website: https://www.aasml.com

The rates of deduction of withholding tax for Filers and Non-Filers as prescribed under Section 150 of the Income Tax

Designated email address of the chairman at which the duly filled in ballot paper may be sent: [e-mail]

Ordinance 2001, are as under:

Name of shareholder/ joint shareholders

Registered Address

S.No.

Nature of Shareholder

Rate of Deduction

Folio Number/ CDC Account No.

1

Filers of income tax return

15%

Number of shares held

2

Non - filer of income tax return

30%

To enable the Company to make tax deductions on the amount of cash dividend at 15% instead of 30%, shareholders

CNIC No./ Passport No - in case of foreigner (copy to be attached)

Additional Information and enclosures (In case of representative

are requested to please check and ensure Filer status from Active Taxpayers List (ATL) available at FBR website

of body corporate, corporation and Federal Government)

http://www.fbr.gov.pk

as

well

as

ensure

that

their CNIC/Passport

number

has

been

recorded

by the

I/we hereby exercise my/ our vote in respect of the following resolutions through postal ballot by conveying my/ our assent

participant/Investor Account Services or by Share Registrar (in case of physical shareholding). Corporate entities

or dissent to the following resolution by placing tick (✓) mark in the appropriate box below

(non-individual shareholders) should ensure that their names and National Tax Numbers (NTN) are available in ATL at

FBR website and recorded by respective Participant/ Investor Account Services or in case of physical shareholding by

Agenda

Nature and Description of Resolutions

No. of ordinary

I/We assent to

I/We assent to

shares for which

the Resolutions

the Resolutions

Company's Share Registrar.

No.

Special Business

votes cast

(FOR)

(AGAINST)

Withholding tax on Dividend in case of Joint Account Holders

To approve, as and by way of an Ordinary Resolution, the

Members who have joint shareholdings held by Filers and Non-Filers shall be dealt with separately and in such

particular situation, each account holder is to be treated as either a Filer or a Non-Filer and tax will be deducted

transmission of the annual balance

sheet, profit &

loss

account, auditors report, directors

report

(the "Audited

according to his/ her shareholding.

Annual Financial Statements") and the notice of general

If the share is not ascertainable then each account holder will be assumed to hold equal proportion of shares and the

meetings etc. to the Company's shareholders through email

deduction will be made accordingly. Therefore, in order to avoid deduction of tax at a higher rate, the joint account

or QR enabled code and weblink as allowed by the Securities

holders are requested to provide the below details of their shareholding to the Share Registrar of the Company latest

and Exchange Commission of Pakistan

via S.R.O

No.

by the Annual General Meeting date.

05

389(I)/2023 dated March 21, 2023

Folio / CDC

Name of

CNIC

Shareholding

Total Shares

Principal/

"Resolved that as notified by the Securities and Exchange

A/C No.

Shareholder

Joint Shareholder

Commission of Pakistan via S.R.O No. 389(I)/2023 dated

Valid Tax Exemption Certificate for Exemption from Withholding Tax

March 21, 2023 transmission of Audited Annual Financial

Statements to the members through QR enabled code and

A valid tax exemption certificate is necessary for exemption from the deduction of withholding tax under Section

weblink instead of transmitting the Audited Annual Financial

150 of the Income Tax Ordinance, 2001. Members who qualify under Clause 47B of Part IV of the Second Schedule

Statements through CD/DVD/USB, be and is hereby ratified

to the Income Tax Ordinance, 2001 and wish to seek an exemption must provide a copy of their valid tax exemption

and approved for future."

certificate to the Shares Registrar prior to the date of commencement of Book closure otherwise tax will be

deducted according to the applicable law.

______________________

10.

Unclaimed Dividend/ Shares under Section 244 of the Companies Act, 2017:

Signature of shareholder(s)

Place: Karachi, Date: December 29, 2023

An

updated list for

unclaimed

dividend/

shares

of the

Company is available on

the Company's

website

NOTES/PROCEDURE FOR SUBMISSION OF BALLOT PAPER:

https://www.aasml.com. These are unclaimed dividend/ shares, which have remained unclaimed or unpaid for a

1.

Dully filled postal ballot should be sent to the Chairman Mr. Zakaria Usman, AL-ABBAS SUGAR MILLS LIMITED,

period of three (3) years from the date these have become due and payable.

Pardesi House, Survey No. 2/1, R.Y.16, Old Queens Road, Karachi - Pakistan or at e-mail:[e-mail].

Shareholders are requested to ensure that their claims for unclaimed dividend and share are lodged promptly.

2.

Copy of CNIC/Passport (in case of foreigner) should be enclosed with the postal ballot form.

Shareholders, who by any reason, could not claim their dividend, if any, are advised to contact our Share Registrar

3.

Postal ballot forms should reach chairman of the meeting on or before January 24, 2024 during working hours. Any

M/s. CDC Share Registrar

Services

Limited, CDC House, 99-B, Block

B, S.M.C.H.S.,

Main

Shahrah-e-Faisal,

postal ballot received after this date, will not be considered for voting.

Karachi-74400 and collect/ enquire about their unclaimed dividend, if any. Incase no claim is lodged, the Company

4.

Signature on postal ballot should match with signature on CNIC/Passport (in case of foreigner).

shall proceed to deposit the unclaimed/ unpaid Account and shares with the Federal Government pursuant to the

5.

Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written ballot paper will be rejected.

provision of Section 244 (2) of Companies Act, 2017.

43 x 6