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TPL Trakker Limited Proxy Solicitation & Information Statement 2021

Sep 29, 2021

72468_rns_2021-09-29_9df27e99-0512-4ccf-91c3-76465baef38d.pdf

Proxy Solicitation & Information Statement

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TPLTrakker

Date: September 29, 2021

FORM 4

The General Manager
Pakistan Stock Exchange Limited
Stock Exchange Building
Stock Exchange Road
Karachi.

Notice of Annual General Meeting for the Year Ended June 30, 2021

Dear Sir,

Please find enclosed a copy of the Notice of the Annual General Meeting to be held on October 21, 2021 for circulation amongst the TRE Certificate Holders of the Exchange.

Yours sincerely,

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Enclosure: As above.

TPL Trakker Ltd.
Plot No. 1, Sector # 24, near Shan Chowrangi,
Korangi Industrial Area, Karachi - 74900
+92-21-34390300-5
[email protected]
www.tpltrakker.com


TPLTrakker

TPL Trakker Limited Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting (“AGM”) of TPL Trakker Limited (“Company”) will be held on Thursday, 21 October, 2021 at 03:00 p.m. through electronic mode, to transact the following business:

ORDINARY BUSINESS:

  1. To approve the minutes of the Annual General Meeting held on October 26, 2020.

“RESOLVED THAT the minutes of Annual General Meeting of TPL Trakker Limited held on October 26, 2020 at 12:15 pm be and are hereby approved.”

  1. To receive, consider and adopt the Annual Standalone and Consolidated Audited Financial Statements of the Company together with the Directors’, Auditors’ and Chairman’s Review Report thereon for the year ended June 30, 2021.

“RESOLVED THAT the Annual Standalone and Consolidated Audited Financial Statements of TPL Trakker Limited together with the Directors’, Auditors’ and Chairman’s Review Report thereon for the year ended 30 June 2021 be and are hereby approved.”

  1. To appoint Auditors for the year ending June 30, 2022 and fix their remuneration. M/s. EY Ford Rhodes., Chartered Accountants retire and being eligible, have offered themselves for re-appointment.

“RESOLVED THAT M/s EY Ford Rhodes, Chartered Accountants be and are hereby appointed as Auditors of M/s. TPL Trakker Limited on the basis of consent received from them, at a fee mutually agreed for the period ending June 30, 2022.”

SPECIAL BUSINESS:

  1. To consider and if thought fit, to pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017 to authorize the Company for renewal of advance of Rs. 600 million to the parent company, TPL Corp Limited.

“RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized to renew advance of Rs. 600 million to the parent company i.e TPL Corp Limited.”

  1. To consider and if thought fit, to pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017 to authorize the Company for renewal of advance of enhanced amount up to Rs. 250 million to the associated company, Trakker Middle East L.L.C.

“RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized to renew advance of enhanced amount up to Rs. 250 million to the associated company i.e Trakker Middle East L.L.C.”

  1. To consider and if thought fit, to pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017 to authorize the Company for renewal of advance of Rs. 50 million to the associated company, TPL Security Services (Pvt.) Limited.

“RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized to renew advance of Rs. 50 million to the associated company i.e TPL Security Services (Pvt.) Limited.”

TPL Trakker Ltd.
Plot No. 1, Sector # 24, near Shan Chowrangi,
Korangi Industrial Area, Karachi - 74900

+92-21-34390300-5

[email protected]

www.tpltrakker.com


TPLTrakker

  1. To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for renewal of advance up to Rs. 20 million to the associated company, TPL Properties Limited.

“RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized to renew advance up to Rs. 20 Million to TPL Properties Limited.”

  1. To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for renewal of advance up to Rs. 25 million to the associated company, TRG Pakistan Limited.

“RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized to renew advance up to Rs. 25 Million to TRG Pakistan Limited.”

  1. To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for renewal of advance up to Rs. 100 million to the associated company, TPL Tech Pakistan (Pvt.) Limited.

“RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized to renew advance up to Rs. 100 Million to TPL Tech Pakistan (Pvt.) Limited.”

  1. To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for renewal of advance up to Rs. 700 million to the associated company, TPL Holdings (Pvt.) Limited.

“RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized to renew advance up to Rs. 700 Million to TPL Holdings (Pvt.) Limited.”

ANY OTHER BUSINESS

  1. To transact any other business with the permission of the Chairman.

By Order of the Board

Danish Qazi
Company Secretary

Karachi, September 30, 2021

Notes

  1. Reason for holding AGM through electronic mode i.e. Coronavirus Contingency Planning

In view of the threat of pandemic outbreak of COVID-19 (Corona Virus) and directives of the Securities and Exchange Commission of Pakistan (SECP) vide its Circulars requiring listed companies to modify their usual planning for general meetings to protect the wellbeing of shareholders, the Company requests its members to attend and participate in the general meeting through video link facility only to avoid large gathering at one place and prevent pandemic outbreak of COVID-19 (Corona Virus).

Therefore, to attend and participate in the AGM through video link facility, members are requested to register their particulars (Name, Folio/CDS Account Number, CNIC Number and Cell Phone Number) with the Company Secretary by emailing to [email protected] at least 24 hours before the time of AGM.

The members can also provide comments/suggestions for the proposed agenda items of the Annual General Meeting by emailing the same to [email protected].

TPL Trakker Ltd.

Plot No. 1, Sector # 24, near Shan Chowrangi, Korangi Industrial Area, Karachi - 74900

+92-21-34390300-5

[email protected]

www.tpltrakker.com


TPLTrakker

  1. Closure of Share Transfer Books:
    The Share Transfer Book of the Company will remain closed from October 15, 2021 to October 21, 2021 (both days inclusive). Share Transfers received at M/s THK Associates (Pvt.) Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A., Phase VII, Karachi-75500. Pakistan by the close of business hours (5:00 PM) on October 14, 2021, will be treated as being in time for the purpose of above entitlement to the transferees.

  2. Participation in the Meeting:
    As per directives of Securities and Exchange Commission of Pakistan to convene the general meeting with minimum members ensuring quorum of the meeting, the members are requested to consolidate their attendance and voting at Annual General Meeting through proxies.

All members of the Company are entitled to attend the meeting and vote there at through Proxy. A proxy duly appointed shall have such rights as respect to the speaking and voting at the meeting as are available to a member. Duly filled and signed Proxy Form must be received at the Registrar of the Company M/s THK Associates (Pvt.) Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A., Phase VII, Karachi-75500. Pakistan, not less than 48 hours before the Meeting.

  1. For Attending the Meeting:
    i. In case of individual, the Account holder and/or Sub-account holder whose registration details are uploaded as per the CDC regulations, shall authenticate his/her identity by providing copy of his/her valid CNIC or passport along with other particulars (Name, Folio/CDS Account Number, Cell Phone Number) via email to aforementioned ID and in case of proxy must enclose copy of his/her CNIC or passport.
    ii. In case of corporate entity, the Board of Directors' resolution / power of attorney with specimen signature of the nominee shall be provided via email to aforementioned ID.

  2. Change of Address:
    Members are requested to immediately notify the change, if any, in their registered address to the Share Registrar M/s. THK Associates (Pvt.) Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A., Phase VII, Karachi-75500. Pakistan.

TPL Trakker Ltd.
Plot No. 1, Sector # 24, near Shan Chowrangi, Korangi Industrial Area, Karachi - 74900

+92-21-34390300-5

[email protected]

www.tpltrakker.com