Loads : Notice of Annual General Meeting - Post Publication

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Newspaper / Periodical

Business Recorder

Edition

Karachi

Date

05-10-2023

Page #

03

Remarks

Business Recorder, Karachi	3
Thursday, October 5,2023

LOADS LIMITED

NoƟce of 43rd Annual General MeeƟng of Loads Limited

NoƟce is hereby given that the 43rd Annual General MeeƟng ("AGM") of Loads Limited will be held on Thursday, October 26, 2023 at 11:30 a.m. at Plot No.23, Sector 19, Korangi Industrial Area, Karachi and also through video link facility. The AGM is being held to transact the following business:

Ordinary Business

1. To confirm minutes of the Extraordinary General MeeƟng of Loads Limited held on May 30, 2023.

2. To receive, consider and adopt the Audited Financial Statements of the Company for the year ended June 30, 2023, together with the Directors' and Auditors' Reports thereon.

3. To appoint external auditors of the company for the year ending June 30, 2024 and to fix their remuneraƟon. M/S Yousaf Adil & Co Chartered Accountants, being eligible, have offered themselves for appointment.

LINK:

hƩp://www.loads-group.pk/annual-reports/

Special Business

1. To consider to pass the following resoluƟons:
2. 1. "RESOLVED THAT the transacƟon carried out in the normal course of business with associated companies during the year ended June 30, 2023 be and are raƟfied and approved."
   2. "RESOLVED THAT the Chief ExecuƟve of the Company be and is hereby authorised to approve all the transacƟons carried out and to be carried out in normal course of business with associated companies during the ensuing year ending June 30, 2024 and in this connecƟon the Chief ExecuƟve be and is hereby also authorised to take any and all necessary acƟons, sign/execute any and all such documents/indentures as may be required in this regard on behalf of the Company.
3. To transact any other business with the permission of Chair

	By Order of the Board
October 05, 2023	__________________
Babar Saleem
Karachi	Company Secretary
Notes:
Closure of Share Transfer Books

• The Share Transfer Books of the Company shall remain closed from October 19, 2023 to October 26, 2023 (both days inclusive). Transfers in the form of physical transfers / CDS TransacƟon IDs received in order at the Company's Share Registrar, M/s. CDC Share Registrar Services Limited, CDC House, 99-B,Block-B, S.M.C.H.S., Shahra-e-Faisal, Karachi, by close of business on October 18, 2023 will be treated in Ɵme to aƩend and vote at the meeƟng and for the purpose of the above enƟtlement to the transferees

ParƟcipaƟon in the Annual General MeeƟng electronically and appoinƟng proxies

• Only those persons, whose names appear in the register of members of the Company as on October 18, 2023 are enƟtled to aƩend, parƟcipate in, and vote at the Annual General MeeƟng. The Annual General MeeƟng is being conducted as per guidelines circulated by SECP vide its circular No. 4 of 2021 dated February 15, 2021.
• The shareholders who wish to aƩend the Annual General MeeƟng are requested to get themselves registered by sending their parƟculars at the designated email address [e-mail], giving parƟculars as per below table by the close of business hours (5:00 p.m.) on October 25, 2023:

Shareholder's Name

CNIC No.

CDS Participant ID / Folio No. Mobile No. Email Address

• The webinar link would be provided to the registered shareholders/proxyholders who have provided all the requested informaƟon. The shareholders are also encouraged to send their comments suggesƟon related to the agenda items of the AGM on the above-menƟoned email address by the close of business hours (5:00 p.m.) on October 25, 2023.
• The login facility will open at 11:15 a.m. enabling the parƟcipants to join the proceedings which will start at 11:30 a.m. sharp.
• A member enƟtled to aƩend and vote at the above meeƟng may appoint a proxy to aƩend and vote on their behalf. No person shall act as a proxy (except for a corporaƟon) unless he is enƟtled to be present and vote in their own right. For appoinƟng proxies, the scanned/hard copy of the proxy form appearing below duly executed and witnessed, along with the relevant supporƟng documents and the e-mail address of the proxy must be sent to the Company Secretary at [e-mail] least 48 hours before the Ɵme of the MeeƟng.
• The proxy form should be witnessed by two persons whose names, addresses and CNIC numbers shall be menƟoned on the form.
• Where possible, aƩested copies of the CNIC or the idenƟficaƟon pages of the passport of the beneficial owners and the proxy should be aƩached with the e-mailed Proxy Form.
• In case of corporate enƟty, the Board of Directors' resoluƟon/Power of AƩorney with specimen signature should be submiƩed along with Proxy Form to the Company.
• Shareholders holding shares in physical form are requested to noƟfy the change of their addresses (if any) and provide the copy of their CNIC to Share Registrar, M/s. CDC Share Registrar Services Limited, CDC House, 99-B,Block-B, S.M.C.H.S., Shahra-e-Faisal, Karachi.

Electronic Transmission of Annual Report

• In compliance with SecƟon 223(6) of the Companies Act, 2017, the Company has electronically transmiƩed the Annual Report 2023 through e-mail to shareholders whose e-mail addresses are available with the Company's Share Registrar, M/s. CDC Share Registrar Services Limited. However, in cases, where e-mail addresses are not available with the Company's Share Registrar, printed copies of the noƟces of AGM along-with the QR enabled code/weblink to download the Annual Report 2023 (containing the financial statements), have been dispatched.
• Not with standing the above, the Company will provide hard copies of the Annual Report 2023, to any Member on their request, at their registered address, free of cost, within one (1) week of receiving such request. Further, Members are requested to kindly provide their valid e-mail address (along with a copy of valid CNIC) to the Company's Share Registrar, M/s. CDC Share Registrar Services Limited if the Member holds shares in physical form or, to the Member's respecƟve ParƟcipant/Investor Account Services, if shares are held in book entry form.
• Pursuant to NoƟficaƟon vide SRO.787(I)/2014 of September 08, 2014, the SECP has directed to facilitate the members of the Company receiving Annual Financial Statements and NoƟces through electronic mail system (e-mail). We are pleased to offer this facility to our members who desire to receive Annual Financial Statements and NoƟces of the Company through e-mail in future. In this respect, members are hereby requested to convey their consent via e-mail on a standard request form which is available at the Company website i.e. hƩp://www.loads-group.pk/annual-reports/. Please ensure that your e-mail has sufficient rights and space available to receive such e-mail. Further, it is responsibility of the member to Ɵmely update the Shares Registrar of any change in the registered e-mail address.

NoƟce to Members Who Have Not Provided CNIC

• SECP vide NoƟficaƟon S.R.O. 19(1)/2014 dated 10th January 2014 read with NoƟficaƟon S.R.O 831(1)/2012 dated 5th July 2012 require that the dividend warrant(s) should bear CNIC number of the registered member or the authorized person, except in case of minor(s) and corporate members. Accordingly, in case of non-receipt of the copy of a valid CNIC, the Company would be unable to comply with the direcƟves of SECP and therefore will be constrained under SECP order dated July 13, 2015 to withhold the dispatch of dividend warrants of such shareholders. The shareholders while sending CNIC must quote their respecƟve folio number and name of the Company.

Unpaid/Unclaimed Dividend and Shares:

• As per the provisions of secƟon 244 of the Companies Act, 2017, any shares issued or dividend declared by the Company which have remained unclaimed/unpaid for a period of three years from the date on which it was due and payable, are required to be deposited with SecuriƟes and Exchange Commission of Pakistan for the credit of Federal Government aŌer issuance of noƟces to the Shareholders to file their claim. Shareholders are requested to ensure that their claims for unclaimed dividend and shares are lodged promptly. In case, no claim is lodged, the Company shall proceed to deposit the unclaimed/unpaid amount and shares with the Federal Government pursuant to the provision of SecƟon 244(2) of Companies Act, 2017, as prescribed.

Deposit of Physical Shares into CDC Account:

• The SECP through its leƩer No. CSD/ED/Misc/2016- 639-640 dated March 26, 2021 has advised listed companies to adhere to provisions of SecƟon 72 of the Companies Act, 2017 by replacing physical shares issued by them into book entry form.
• The shareholders of Loads Limited having physical folios / share cerƟficates are requested to convert their shares from physical form into book-entry form as soon as possible. The shareholders may contact their Broker, CDC ParƟcipant or CDC Investor Account Service Provider for assistance in opening a CDS Account and subsequent conversion of the physical shares into book-entry form. It would facilitate the shareholders in many ways including safe custody of shares, avoidance of formaliƟes required for the issuance of duplicate shares, etc. For further informaƟon and assistance, the shareholders may contact our Share Registrar, M/s. CDC Share Registrar Services Limited, CDC House, 99-B,Block-B, S.M.C.H.S., Shahra-e-Faisal, Karachi.

Request for Video Conference Facility

• In terms of SECP's Circular No. 10 of 2014 dated May 21, 2014 read with the provisions contained under secƟon 134(1)(b) of the Act, if the Company receives request / demand from members holding in aggregate 10% or more shareholding residing at a geographical locaƟon, to parƟcipate in the meeƟng through video conference at least 10 days prior to the date of meeƟng, the Company will arrange video conference facility in that city, subject to availability of such facility in that city.
• In this regard, please fill the following form and submit to the Company at its registered address 10 days before holding of the AGM. AŌer receiving the request / demand of members having 10% or more shareholding in aggregate, the Company will inƟmate members regarding venue of video conference facility at least five (5) days before the date of AGM along with complete informaƟon necessary to enable them to access such facility.

I / We / Messrs. _________________________________ of ________________ being Member(s) of Loads Limited, holder of _________________ ordinary share(s) as per Folio #

_______________________ and / or CDC ParƟcipant ID & Sub-Account No. ______________________, hereby, opt for video conference facility at ___________________________ city.

Change of Address

_________________________

Signature of the Member(s) (Please affix company stamp in case of corporate enƟty)

• Members are requested to immediately noƟfy the Company's Share Registrar, M/s. CDC Share Registrar Services Limited of any change in their registered address.
  STATEMENT UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017

This statement sets out the material facts concerning the special business to be transacted at the Annual General MeeƟng of the Company to be held on October 26, 2023.

Agenda item no. 5
5(a) of the NoƟce -	TransacƟons carried out with associated companies during the year ended June 30, 2023 to be passed as an Ordinary ResoluƟon

The transacƟons carried out in normal course of business with associated companies (Related parƟes) were being approved by the Board as recommended by the Audit CommiƩee on quarterly basis pursuant to clause 15 of the Listed Companies (Code of Corporate Governance) RegulaƟons, 2019.

During the Board meeƟng it was pointed out by the Directors that as the majority of Company Directors were interested in this/these transacƟon(s) due to their common directorship and holding of shares in the associated companies, the quorum of directors could not be formed for approval of this/these transacƟon(s) which has/have to be approved by the shareholders in the General MeeƟng.

In view of the above, the transacƟons conducted during the financial year ended June 30, 2023 with associated company as shown in relevant notes of the Audited Financial Statements are being placed before the shareholders for their consideraƟon and approval/raƟficaƟon.

The Directors are interested in the resoluƟon to the extent of their common directorships and their shareholding in the associated companies.

5(b) of the NoƟce -	AuthorizaƟon to the Chief ExecuƟve for the transacƟons carried out with associated companies during the year ended June 30, 2023 to be
	passed as an Ordinary ResoluƟon

The Company shall be conducƟng transacƟons with its related parƟes during the year ending June 30, 2023 on arm's length basis as per the approved policy with respect to 'transacƟons with related parƟes' in the normal course of business. The majority Directors are interested in these transacƟon(s) due to their common directorship in the associated companies.

In order to comply with the provisions of clause 15 of the Listed Companies (Code of Corporate Governance) RegulaƟons, 2019, the shareholders may authorize the Chief ExecuƟve to approve transacƟons carried out and to be carried out in normal course of business with associated companies/related parƟes during the ensuing year ending June 30, 2024.

The Directors are interested in the resoluƟons to the extent of their common directorships and shareholding in the associated companies.

Newspaper / Periodical	Date	Page #
Daily Nawa-i-Waqt	05-10-2023	11
Edition		Remarks
Karachi
LOADS LIMITED
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	LINK:
hƩp://www.loads-group.pk/annual-reports/