Sanghar Sugar Mills : Notice for Election of Directors 159(4) of the Companies Act 2017 & Ballot Paper of Special Business

Election of Directors

& Special Business

Notice under Section 159(4) of the Companies Act, 2017

and Procedure for E-voting and Voting through Postal Ballot for Special Business

Extra Ordinary General Meeting to be held on

Thursday November 02, 2023 | 11:30 a.m.

at 3rd Floor, PSX Auditorium, Pakistan Stock Exchange Building (Administration Block), Stock Exchange Road, Karachi

Sanghar Sugar Mills Limited

Sanghar Sugar Mills Limited

Election of Directors & Special Business

Notice under Section 159(4) of the Companies Act, 2017

and Procedure for E-Voting and Voting through

Postal Ballot for Special Business

In continuation of our earlier notice of the Extra Ordinary General Meeting (the Meeting) dated October 12, 2023 for the Shareholders of Sanghar Sugar Mills Limited (the Company) to be held on Thursday November 02, 2023 at 11:30 a.m. at 3rd Floor, PSX Auditorium, Pakistan Stock Exchange Building (Administration Block), Stock Exchange Road, Karachi and also through video link facility to transact the Ordinary & Special Businesses, as mentioned therein.

In this regards, members are hereby notified that the following persons have filed with the Company, notices of their intention to offer themselves for election as a director (as per the category mentioned) at the forthcoming Extra Ordinary General Meeting of the Shareholders of the Sanghar Sugar Mills Limited:

S. No.	Name of Directors	Category
1.	Miss Misbah	Female
2.	Mr. Mehmood Alam	Independent
3.	Engr. M. Abdul Jabbar	Independent
4.	Mr. Ghulam Hyder	Others
5.	Haji Khuda Bux Rajar	Others
6.	Mr. Ghulam Dastagir	Others
7.	Mr. Muhammad Qasim	Others

The profiles of the above-named persons have been placed on the Company's website www.sangharsugarmills.com. The Independent directors have been selected on the basis of their experience, competencies, diversity, skills and knowledge in compliance with the requirements of Section 166 of the Companies Act, 2017 and the Regulations issued there-under.

Since the number of persons who have offered themselves to be elected does not exceed the number of directors fixed by the Board of Directors of the Company under each category, under Section 159(1) of the Companies Act, 2017, the persons named above shall be deemed to be elected as Directors of the Company at the forthcoming Extra Ordinary General Meeting for a term of three years commencing from November 04, 2023.

For & on behalf of the Company

	Muhammad Mubeen Alam
Karachi: October 25, 2023	Company Secretary

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Sanghar Sugar Mills Limited

Election of Directors & Special Business

Notice under Section 159(4) of the Companies Act, 2017

Procedure for E-Voting and Voting through

Postal Ballot for Special Business

In order to comply with the requirements of the S.R.O. 2192(1)/2022 dated December 05, 2022 and the Companies Act, 2017 (the Act), the Companies (Postal Ballot) Regulations, 2018 (the Regulations) and the Listed Companies (Code of Corporate Governance) Regulations, 2019 the responsibility of the Company is to provide the right of vote through electronic voting facility and vote through postal ballot to every member of the Company.

The right to vote through electronic voting facility and voting by post will be provided to members of the Company for all businesses classified as Special Business under the Act and in case of election of directors, if the number of persons who offer themselves to be elected is more than the number of directors fixed under Sub-Section (1) of Section 159 of the Act.

Since the number of Directors who offer themselves in each category are not more than the number of Directors to be elected in that category, the Directors listed earlier in this notice has been elected unopposed without the voting process. Members of the Company will be allowed to exercise their right to vote through Electronic Voting Facility or voting through Ballot Paper by post / email for the "Special Business" in its forthcoming Extra Ordinary General Meeting, in accordance with the requirements and subject to the conditions contained in the aforesaid Regulations.

For the convenience of the Members, Ballot Paper is annexed to this notice and the same is also available on the Company's Website at www.sangharsugarmills.com for downloading and voting through Postal Ballot.

For the purposes of E-Voting, Postal Ballot and related matters, for local and foreign members, in accordance with the Regulations and the mode of provision of information to foreign shareholders to enable them to cast vote through e-voting and for foreign members and representatives of a body corporate, corporation and Federal Government, acceptability of other identification documents in lieu of CNIC, the procedures will be as follows:

PROCEDURE FOR E-VOTING:

1. Details of e-voting facility will be shared through email with those (local / foreign) shareholder / members of the Company (whether individual foreign shareholders and or representative of foreign body corporate, foreign corporation e.t.c.), as the case may be, who have their valid CNIC / NICOP / Passport numbers / Foreign Body Corporate Registration Number, Contact Number (Local / Foreign) and authorized email addresses available in the register of members of the Company by the close of business on October 25, 2023.
2. The details which will be shared includes but not limited to web-address, login details, passwords, date of casting e-vote and other necessary details through email, which is registered in Company's record.
3. Security code through SMS on Registered contact number of (local / foreign) shareholders and or authorized person, as the case may be, from web portal of e- voting service provider or electronic signature.
4. Agenda item will be uploaded on website of e-voting service provider.

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Sanghar Sugar Mills Limited

Election of Directors & Special Business

Notice under Section 159(4) of the Companies Act, 2017

1. E-votinglines will start from Monday October 30, 2023 at 09:00 a.m. and shall close on Wednesday November 01, 2023 at 05:00 p.m. (open for not less than three working days).
2. Identity of member to cast vote shall be authenticated through electronic signature or authentication for login.
3. Once the vote casted shall not be allowed to change it subsequently.

PROCEDURE FOR BALLOT PAPERS:

1. The members shall ensure that duly filled and signed ballot paper along with CNIC copy sent / reach to Chairman through post or email on November 01, 2023 i.e. one day before the day of poll, during working hours of the Company. Signature should be tallied with the CNIC.
2. In case of foreign members and representatives of a body corporate, corporation and Federal Government, acceptability of other identification documents in lieu of CNIC will be the Postal Ballot must be accompanied with copy of CNIC / NICOP / Passport numbers / Local and or Foreign Body Corporate Registration Number of authorized person, attested copy of Board Resolution, Power of Attorney, Authorization Letter e.t.c. as the case may be and in accordance with Section 138 and Section 139 of the Companies Act, 2017 as applicable. Further, in case of foreign body corporate e.t.c. all documents must be attested from the Counsel General of Pakistan having jurisdiction over the member.

SCRUTINIZER:

In compliance with the requirements of the Companies (Postal Ballot) Regulations, 2018, the Board of Directors of the Company has appointed M/s Kreston Hyder Bhimji & Company (Chartered Accountants), being the Statutory Auditors of the Company and a QCR rated audit firm, to act as the Scrutinizer of the Company for the Extra Ordinary General Meeting for the purpose of the Special Business agenda and to undertake other responsibilities as defined in the said Regulations.

For any query and or information, members may contact to the Company or our Share Registrar at the following address:

Registered Office: Office No. 204, 2nd Floor, Clifton Centre, Block 5, Clifton, Karachi, Phone: [phone] to 43 (3 lines) Fax: [phone]. Website: www.sangharsugarmills.com,

E-mail: [e-mail]

Share Registrar: Hameed Majeed Associates (Pvt) Limited, Karachi Chambers, Hasrat Mohani Road, Karachi

Phone: [phone], Fax: [phone].

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Ballot Paper for Voting through Post / E-mail for Poll on Special Business to be held on

Thursday November 02, 2023 at 11:30 a.m. at PSX Auditorium,

Pakistan Stock Exchange Building (Admin Block),

Pakistan Stock Exchange, Stock Exchange Road, Karachi.

SANGHAR SUGAR MILLS LIMITED

REGISTERED OFFICE

Office No 204, 2nd Floor, Clifton Centre, Block 5, Clifton, Karachi

Phone: [phone] To 43, Fax: [phone]

Website: www.sangharsugarmills.com | E-mail: [e-mail]

Designated email address of the Chairman at which the duly filled in Ballot Paper may be sent: [e-mail]

Name of Shareholder / Joint Shareholders

Registered Address

Folio Number / CDC Account Number

Number of Shares Held

CNIC Number (copy to be attached)

Additional Information and Enclosures

(In case of representative of Body Corporate, Corporation and Federal Government).

I / We hereby exercise my / our vote in respect of the following resolutions of Special Business, Agenda Item No. 3 of the Notice of Extra Ordinary General Meeting, through Postal Ballot by conveying my / or assent or dissent to the following resolution by placing tick () mark in the appropriate box below:

	Nature & Description	No. of Ordinary	I / We assent to	I / We dissent to
Sr. No.	Shares for which	the Resolution	the Resolutions
of Resolutions
	Votes Cast	(FOR)	(AGAINST)
1	"Resolved that the approval of the
	shareholders of the Company be and is
	hereby accorded and the Company be
	and is hereby authorized to circulate the
	"Annual Audited Financial Statements"
	to its members through QR enabled
	code and weblink to view and download
	the annual audited financial statements
	together with the reports and
	documents to be annexed thereto, in
	compliance of Section 223(6) of the
	Companies Act, 2017 read with S.R.O.
	389(I)/2023 dated March 21, 2023."

	Nature & Description	No. of Ordinary	I / We assent to	I / We dissent to
Sr. No.	Shares for which	the Resolution	the Resolutions
of Resolutions
	Votes Cast	(FOR)	(AGAINST)
2	"Further Resolved that the Chief
	Executive Officer and the Company
	S e c r e t a r y b e a n d a r e h e r e b y
	empowered and authorized to do all
	acts, deeds and things, take or cause to
	be taken all necessary action for the
	purposes of implementing this
	resolution."

_____________________________________________________

Signature of Shareholder(s) / Proxy Holder / Authorized Signatory (Affix Stamp / Seal, other than Individual Member)

Place: __________________________

Date: __________________________

Notes:

1. Duly filled Postal Ballot should be sent to Chairman at Office No. 204, 2nd Floor, Clifton Centre, Block 5, Clifton, Karachi.
2. Copy of CNIC should be enclosed with the Postal Ballot Form.
3. Postal Ballot Form should reach to Chairman on or before one (1) day before the day of poll i.e. November 01, 2023 till 05:00 p.m. Any Postal Ballot received after this date and time, will not be considered for voting.
4. Signature on Postal Ballot will match with signature on CNIC and other documents, as the case may be.
5. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written Ballot Paper will be rejected.
6. In case of representative of body corporate, corporation and Federal Government, Postal Ballot must be accompanied with copy of CNIC of authorized person, attested copy of Board Resolution, Power of Attorney, Authorization Letter etc. in accordance with Section(s) 138 or 139 of the Companies Act, 2017 as applicable. In case of foreign body corporate etc. all documents must be attested from the Counsel General of Pakistan having jurisdiction over the member.
7. Ballot Paper has also been placed on the website of the Company www.sangharsugarmills.com. Members may download the Ballot Paper from website or use original / photocopy published in newspapers.
8. In case of any dispute on voting, Chairman of the meeting shall be the final authority to decide the matter, based on consultation with Share Registrar and Scrutinizer.

Sanghar Sugar Mills Limited

Election of Directors & Special Business

Notice under Section 159(4) of the Companies Act, 2017

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