Tata Textile Mills : Notice of Annual General Meeting June 2022

Tata Textile Mills Ltd.

Notice of Annual General Meeting

Tata Textile Mills Limited

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 36th Annual General Meeting of the Shareholders of Tata Textile Mills Limited will be held on Thursday, the October 13, 2022 at 11:30 A.M. at 5th Floor Textile Plaza, M. A. Jinnah Road, Karachi to transact the following business

ORDINARY BUSINESS

1. To receive, consider and adopt the Annual Audited Financial Statements of the Company for the year ended June 30, 2022 together with the Directors' and Auditors' Report thereon and the Review Report of the Chairman.
2. To appoint Auditors and fix their remuneration. The shareholders are hereby notified that the Board and the Board Audit Committee have recommended the name of M/s Yousuf Adil, Chartered Accountants, for re-appointment as auditors of the Company for the year ending June 30, 2023
3. To consider and approve the payment of final cash dividend for the year ended June 30, 2022 @ 50% i.e. Rs.5.00 per share as recommended by the Board. This is in addition to 75% i.e. Rs.7.50 per share interim cash dividend already paid.

SPECIAL BUSINESS

Ordinary Resolution

4. To consider and pass the following ordinary resolutions:

1. "RESOLVED that the transactions carried out in normal course of business with associated companies as disclosed in Note No. 37 of the audited financial statements for the year ended June 30, 2022 be and are hereby ratified and approved."
2. "RESOLVED that the Chief Executive Officer of the Company be and is hereby authorized to approve all the transactions carried out and to be carried out in normal course of business with associated companies during the ensuing year ending June 30, 2023 and, in this connection, the Chief Executive Officer be and is hereby also authorized to take any and all necessary actions and sign/execute any and all such documents/indentures as may be required in this regard on behalf of the Company."

OTHER BUSINESS

5. To transact any other ordinary business or businesses with the permission of the Chairman.

Statement under section 134(3) of the Companies Act, 2017 pertaining to the Special Business is being annexed.

	By Order of the Board of Directors
	Muhammad Hussain
Karachi:	Company Secretary

Dated: September 21, 2022

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Annual Report 2022

Notes:

1. Participation via Physical presence or through video conferencing facilit

The Company intends to convene this AGM with minimal physical interaction of shareholders while ensuring compliance with the quorum requirements and requests the members to consolidate their attendance and voting at the AGM through proxies.

The Company, furthermore, has made arrangements to ensure that all participants, including shareholders, can now o attend the AGM through video link. For this, Shareholders / members and their proxies are requested to register themselves by providing the following information along with their Name, Folio Number, Cell No., and Number of Shares held in their name, a valid copy of CNIC (both sides)/ passport attested copy of board resolution / power of attorney (in case of corporate shareholders) through email with subject "Registration for Tata AGM" at [e-mail] by October 12, 2022:

Name of	CNIC No.	Folio No./	Cell No./	Email ID.
Member/		Participant Id/	WhatsApp's
proxyholders		Account No.	No.

The shareholders who are registered after the necessary verification shall be provided a video link by the Company on the said email address. The login facility will remain open from start of the meeting till its proceedings are concluded. Shareholders can also provide their comments and questions for the agenda items of the AGM at the email address [e-mail]. Members are therefore, encouraged to attend the AGM through video link and by consolidating their attendance through proxies.

1. Closure of Share Transfer Books
   The Share Transfer Books of the Company will remain closed from October 06, 2022 to October 13, 2022 (both days inclusive). Transfers received at the Company's Share Registrar's Office at CDC Share Registrar Services Limited Office CDC, House, 99-B Block "B", S.M.C.H.S. Main Shahra-e-Faisal, Karachi at the close of business hours on October 05, 2022 will be treated in time for determination of entitlement of shareholders to cash dividend and to attend and vote at the meeting.
2. Participant in the Annual General Meeting (AMG) and Appointing Proxies
   All shareholders entitled to attend, speak and vote at this AGM shall be entitled to appoint another shareholder, as a proxy to attend and vote on his/her behalf. A corporate entity, being shareholder, may appoint any person, regardless whether they are a shareholder or not, as its proxy. In case of corporate entities, a resolution of the board of directors / power of attorney with specimen signature

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Tata Textile Mills Limited

of the person nominated to represent and vote on behalf of the corporate entity shall be submitted with the Company along with a complete proxy form.

The instrument appointing a proxy and the power of attorney or other authority under which it is signed or a notarial attested copy of the power of attorney must be deposited at the Registered Office of the Company at least 48 hours before the time of the meeting. Proxy Forms, in English and Urdu languages, have been dispatched to the members along with the notice of AGM.

CDC Account Holders will have to follow the guidelines as laid down in Circular No.1 dated January 26, 2000 issued by the SECP for attending the meeting.

1. Change of Address and other (if any)
   Members are requested to notify their change of address, (if any) immediately to Company's Share Registrar M/s CDC Share Registrar Service Limited.
2. CNIC / NTN
   Pursuant to the directive of the Securities Exchange Commission of Pakistan (SECP), CNIC of members are mandatorily required to be mentioned on Tax/ Zakat certificate. Members are therefore requested to submit a copy of their valid CNIC (if not already provided) to Company's Share Registrar M/s CDC Share Registrar Service Limited.
3. Payment of Cash Dividend Electronically (Mandatory)
   Under the second proviso of Section 242 of the Company Act, 2017, listed companies are required to pay cash dividend to its shareholders only through electronic mode directly into bank account designated by the entitled shareholders. Accordingly, Members are requested to provide their International Banking Account Number (IBAN) together with a copy of the Computerized National Identity Card (CNIC) to update our records. In case of non-submission, all future dividend payments will be withheld under Companies (Distribution of Dividends) Regulations, 2017.
4. Unclaimed Dividends and Bonus Shares Shareholders,
   who by any reason, could not claim their dividend or bonus shares or did not collect their physical shares, are advised to contact Company's Share Registrar M/s CDC Share Registrar Services Limited to collect/ enquire about their unclaimed dividend or pending shares, if any. Please note that in compliance with Section 244 of the Companies Act, 2017, after having completed the stipulated procedure, all dividends unclaimed for a period of three (3) years from the date due and payable shall be deposited to the credit of the Federal Government and in case of shares, shall be delivered to the Securities & Exchange Commission of Pakistan.
5. E-Voting
   Members can also exercise their right of E-Voting subject to the requirements of Section 143 -145 of Companies Act, 2017 and applicable clauses of Companies

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Annual Report 2022

(Postal Ballot) Regulations 2018.

1. Transmission of Annual Report
   Pursuant to the notification of the SECP S.R.O. 1196(I)/2019 dated October 03, 2019, the financial statements of the Company for the year ended June 30, 2022 along with reports, have been placed on the Company's website at www.tatapakistan.com .
   Pursuant to SRO 470(1)2016, dated May 31, 2016, the shareholders of the Company have accorded approval in general meeting for transmission of the Annual Reports to its member through CD/DVD/USB at their registered addresses instead of transmitting the same in hard copies. Therefore, the Annual Report 2022 of the Company is dispatched in the form of DVDs to all members. Any member requiring printed copy of Annual Report 2022 may send a request for the same.
2. Deposit of Physical Shares into CDC Account
   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 SECP, within a period not exceeding four years from the commencement of the Companies Act, 2017 i.e. May 31, 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, any time they want, as the trading of physical shares is not permitted as per existing regulations of the Stock Exchange.

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

This statement is annexed to the notice of Annual General Meeting of the members of Tata Textile Mills Ltd. to be held on October 13, 2022 and sets out the material facts concerning the following Special Business to be transacted at the meeting for approval of members.

Ordinary Resolution

1. Agenda Item No. 4(a) of the Notice - Transactions carried out with associated companies during the year ended June 30, 2022 to be passed as an Ordinary Resolution.

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

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