Nadeem Textile Mills : Notice of Annual General Meeting to be held on 2023-11-27

NADEEM TEXTILE MILLS LIMITED

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 37th Annual General Meeting of Nadeem Textile Mills Limited (the "Company") will be held on Monday, November 27, 2023 at 5:00 p.m. at registered office 801-804, 8th Floor, Lakson Square Building No.3, Block-A, Sarwar Shaheed Road, Karachi, to transact the following business:

Ordinary Business:

1. To confirm the Minutes of the Extra Ordinary General Meeting of the Company held on 20th March, 2023.
2. To receive, consider and adopt the audited financial statements of the company for the year ended 30th June, 2023 together with the Directors' report, Auditors' Reports and Chairman's Review Report thereon.
3. To appoint external auditors for the next term i.e. year 2023-2024 and fix their remuneration. The retiring auditors M/s Rahman Sarfaraz Rahim Iqbal Rafiq, Chartered Accountants, being eligible, offer themselves for reappointment as auditors of the Company.
4. To transact any other business with the permission of the Chair.
5. Special Business:
6. 1. To ratify the transactions carried out by the Company with related parties as disclosed in the Financial Statements for the year ended June 30, 2023 by passing the following resolutions as ordinary resolutions:

"RESOLVED that the related parties transactions carried out by the Company with Nadeem International (Pvt.) Ltd. and directors of the company being related parties during the year ended June 30, 2023 be and are hereby approved."

FURTHER RESOLVED THAT the Company may carry out transactions including, but not limited to, the sale/purchase of yarn, sale/purchase of cotton/fibre, reprocessing of yarns, rent/lease of assets, sale/purchase of machinery and equipment and other necessary goods, including receipt, with related parties from time to time for the financial year 2023-24 and loan received from and return to the related parties.

1. To consider, and if deemed appropriate, to pass the following resolutions (with or without modifications) which would enable the Company to circulate the annual audited financial statements by way of QR enabled code and weblink to its shareholders as a part of the notice for annual general meeting.

Resolved that, the consent of the members be and is hereby accorded to transmit the annual audited financial statements including auditor's report, directors' report, chairman's review report and other reports contained therein to the members of company through QR enable code and weblink.

6. To transact any other business with the permission of the chairman.

Moreover, the notice along with statement of material fact have been dispatched to the shareholders by post and uploaded/ placed on Company website at www.nadeem.com.pk

Karachi:	By order of the Board
30th October, 2023	Company Secretary

NOTES:

1. The share transfer books of the Company will remain closed from November 21, 2023 to November 27, 2023 (both days inclusive).
2. A member entitled to attend and vote at the General Meeting is entitled to appoint another member as his/her proxy to attend and vote instead of him/her. A proxy must be a member of the Company.
3. The instrument appointing a proxy, in order to be valid must be received at the Head Office of the Company at A -801-804, Lakson Square Building No.3, Sarwar Shaheed Road, Karachi, not less than forty-eight (48) hours before the time fixed for the meeting.
4. Any individual Beneficial Owner of CDC, entitled to attend and vote at this meeting, must bring his/her participant ID number and account/sub account number along-with original Computerized National Identity Card (CNIC) or passport at the time of attending the meeting to prove his/her identity and in case of Proxy must enclose additionally an attested copy of his/her CNIC or Passport, Representatives of corporate members should bring the usual documents required for such purpose.
5. CDC Account Holders will also have to follow the guidelines laid down in Circular No. 1 dated January 26, 2000 issued by the Securities and Exchange Commission of Pakistan.
6. Members are requested to immediately inform of any change in their addresses to our Share Registrar, M/S Hameed Majeed Associates (Pvt.) Ltd., 4th Floor, Karachi Chambers, Hasrat Mohani Road, Karachi.
7. Submission of copies of CNIC and NTN Certificate (Mandatory)
   Pursuant to the directive of the Securities & Exchange Commission of Pakistan (SECP), Dividend Warrant shall mandatory bear the Computerized National Identity Card (CNIC) numbers of shareholders. Shareholders are therefore requested to fulfill the statutory requirements and submit a copy of their CNIC (if not already provided) to the Company's Share Registrar, Hameed Majeed Associates (Pvt.) Ltd., Karachi, without any delay.
   In case of non-availability of a valid copy of the Shareholders' CNIC in the records of the Company, the company shall withhold the Dividend in terms of Clause (a) of proviso under Section 243(2) of the Companies Act 2017, which will be released by the Share Registrar, only upon submission of a valid copy of the CNIC in compliance with the aforesaid SECP directives.
8. Unclaimed Dividend
   Shareholders, who by any reason, could not claim their dividend, if any, are advised to contact our Share Registrar: M/s Hameed Majeed Associates (Pvt) Ltd. Karachi Chamber, Hasrat Mohani Road, Karachi to collect / enquire their unclaimed dividend, if any.
   In compliance with section 244 of the Companies Act, 2017, after having completed the stipulated procedure all such dividend outstanding for a period of three years or more from the date due and payable shall be deposited to the Federal Government in case of unclaimed dividend, shall be delivered to the SECP.
9. Deposit of Physical Shares into CDC Accounts:
   As per Section 72 of the Companies Act, 2017 every existing company shall be required to replace its physical shares with book-entry form in a manner as may be specified and from the date notified by the Commission, within a period not exceeding four years from the commencement of the Companies Act, 2017. The shareholder having physical shareholding may open CDC sub-account with any of the brokers or investor's account directly with the CDC to place their physical shares into scrip-less form. This will facilitate them in many ways including safe custody and sale of shares, anytime they want as the trading of physical shares is not permitted as per existing Regulations of the Pakistan Stock Exchange Ltd.
10. Ballot Paper
    Postal Poll paper is available for download from the website of Nadeem Textile Mills Ltd. at www.nadeem.com.pkShareholder may download the ballot paper from website or use an original / photocopy printed in annual reports.
11. Placement of Financial Statements on Website:

The Financial Statements of the Company for the year ended June 30, 2023 along with reports have been placed on the website of the Company: http://www.nadeem.com.pk

STATEMENT UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017

This statement sets out the material facts concerning the Special Business, given as agenda item no. 6 of the Notice to be transacted at the 37th Annual General Meeting of the Company.

ITEMS NO. 5(A) OF THE AGENDA:

Nadeem Textile Mills Limited is engaged in manufacture and sale of yarn. The Company in the normal course of business carries out transactions with its associated entities. Summary of transactions carried out during the year with the associated entities is as follow:

S.	Name of Associated	Nature of Transactions	Rupees
No.	Undertaking
1	Nadeem International (Pvt) Ltd.	Loan Received	-
2	Nadeem International (Pvt) Ltd.	Loan Re-Paid	21,800,000
3	Nadeem International (Pvt) Ltd.	Weigh Bridge Expenses	180,000
4	Nadeem International (Pvt) Ltd.	Balance outstanding	38,200,000
5	Nadeem International (Pvt) Ltd.	Contribution from Associated	340,000,000
		under taking
6	Mr. Zahid Mazhar	Loan Received	72,000,000
7	Mr. Zahid Mazhar	Balance outstanding	82,000,000
8	Mr. Omer Bin Zahid	Loan Received	19,800,000
9	Mr. Omer Bin Zahid	Loan Re-paid	19,800,000
10	Mr. Omer Bin Zahid	Balance outstanding	-
11	Mr. Hassan Bin Zahid	Loan Received	19,800,000
12	Mr. Hassan Bin Zahid	Loan Re-paid	4,000,000
13	Mr. Hassan Bin Zahid	Balance outstanding	15,800,000

Mr. Zahid Mazhar, Mr. Omer Bin Zahid, Mr. Hassan Bin Zahid and Mrs. Naila Zahid are Directors of Nadeem Textile Mills Limited and are also Directors of Nadeem International (Private) Limited.

All related party transactions, during the year 2023, were reviewed and approved by the Audit Committee and the Board in their respective meetings. The transactions with related parties were carried out at arm's length prices determined in accordance with the comparable uncontrolled prices method.

The above concerned Directors abstained while the Board approved the above transactions in accordance with the requirement of relevant provision of the Companies Act, 2017 and listed Companies (Code of Corporate Governance) Regulations 2017.

The above transactions with related parties are an ongoing process and will also remain continued in future.

None of the Directors other than the above concerned directors have any direct or indirect interest in the above mentioned associated entities and have no interest in the above business, other than shareholders of the Company.

NADEEM TEXTILE MILLS LIMITED

BALLOT PAPER FOR VOTING THROUGH POST

For poll at the Annual General Meeting To be held on November 27, 2023, at 5:00 p.m. at Company Registered office: 801-804, Lakson Square Building No.3-A, Sarwar Shaheed Road, Karachi-74200.

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

Name of shareholder/joint shareholder(s):

Registered Address:

CDC Participant/Investor ID with sub-account No.

Number of shares held

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

Additional Information and enclosures (In case of representative of body corporate, corporation and Federal Government)

Name of Authorized Signatory:

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

I/we hereby exercise my/our vote in respect of the following resolutions through postal ballot by giving my/our assent or dissent to the following resolution by placing tick (✓) mark in the appropriate box below:

Nature and description of	No. of	I/We assent	I/We dissent
Resolutions	ordinary	to the	to the
	shares for	Resolutions	Resolutions
	which	(FOR)	(AGAINST)
	votes cast
Agenda Item No. 4(A) & 4(B)
(A) To ratify the transactions carried out by the Company with related parties
as disclosed in the Financial Statements for the year ended June 30, 2023 by
passing the following resolutions as ordinary resolutions:
"RESOLVED that the related parties transactions carried out by the Company
with Nadeem International (Pvt.) Ltd. and directors of the company being
related parties during the year ended June 30, 2023 be and are hereby
approved."
FURTHER RESOLVED THAT the Company may carry out transactions
including, but not limited to, the sale/purchase of yarn, sale/purchase of
cotton/fibre, reprocessing of yarns, rent/lease of assets, sale/purchase of
machinery and equipment and other necessary goods, including receipt, with
related parties from time to time for the financial year 2023-24 and loan
received from and return to the related parties.
(B)To consider, and if deemed appropriate, to pass the following
resolutions (with or without modifications) which would enable the
Company to circulate the annual audited financial statements by way of
QR enabled code and weblink to its shareholders as a part of the notice for
annual general meeting.
Resolved that, the consent of the members be and is hereby accorded to
transmit the annual audited financial statements including auditor's report,
directors' report, chairman's review report and other reports contained therein
to the members of company through QR enable code and weblink.

NOTES:

1. Dully filled postal ballot should be sent to Nadeem Textile Mills Limited at 801-804, Lakson Square Building No.3, Block-A, Sarwar Shaheed Road, Karachi-74200(Email:[e-mail])
2. Copy of CNIC/ Passport No. (in case of foreigner) should be enclosed with the postal ballot form.
3. Postal ballot forms should reach the Chairman of the meeting within business hours by or before November 26, 2023. Any postal ballot received after this date, will not be considered for voting.
4. Signature on postal ballot should match with signature on CNIC/ Passport No. (in case of foreigner).
5. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written ballot paper will be rejected.
6. This Postal Poll paper is also available for download from the website of Nadeem

Textile Mills Ltd at www.nadeem.com.pkShareholder may download the ballot paper from website or use an original / photocopy printed in annual reports.

________________________

Signature of shareholder(s) /Authorized Signatory (in case of corporate entity, please affix company stamp)

Place: _________________________

Date: _________________________

Form of Proxy

I/We__________________________________________________________________________________

of _____________________________________________________________________________ being

a member of NADEEM TEXTILE MILLS LIMITED

ordinary shares as per Registered Folio No./CDC A/C No. (for members who have shares in CDS

hereby appoint Mr./Mrs./Miss____________________________________________________________

of ___________________________________________________________________________________

or failing him/her Mr./Mrs./Miss _________________________________________________________________________

of ________________________________________________________________________________________

who is/are member/s of the Company) to act as my/our Proxy and to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on Monday, 27th November, 2023 and/or any adjournment thereof.

Signedl this _______________ day of ______________ 2023.
Folio	CDC Participant	CDC Account/	No. of Shares
No.	ID No.	Sub-Account No.	held	Signature on
				Rs.5/-
				Revenue Stamp
Witness 1			Witness 2
Signature	_______________________________	Signature	_______________________________
Name	_______________________________	Name	_______________________________
CNIC No.	_______________________________	CNIC No.	_______________________________
Address	_______________________________	Address	_______________________________
	_______________________________		_______________________________

Notes:

• This form of proxy, duly completed and signed, must be deposited at the office of the company's Shares Registrar, not later than 48 hours before meeting.

• This form should be signed by the Member or by his/her attorney duly authorized in writing. If the member is a corporation, its common seal should be affixed to the instrument.

• A Member entitled to attend and vote at the meeting may appoint any other Member as his/her Proxy to attend and vote on his/her behalf except that a corporation may appoint a person who is a Member.

For CDC Account Holders/Corporate Entitles:

In addition to the above following requirements have to be met:

1. The Proxy form shall be witnessed by two persons whose names, address and CNIC Numbers shall

be mentioned on the form.

1. Attested copies of CNIC or Passport or the beneficial owners and proxy shall be furnished with the proxy form.

1. The proxy shall produce his/her original CNIC or original Passport at the time of the meeting.
2. In case of corporate entity, the Board of Directors' resolution/power of attorney with specimen signature shall be submitted (unless it has been provided earlier) along with proxy form.