Tata Textile Mills : Notice of Annual General Meeting for the Year Ended June 30, 2023

Tata Textile Mills Ltd.

Notice of Annual General Meeting

Notice is hereby given that the 37th Annual General Meeting of the Shareholders of Tata Textile Mills Limited (the Company) will be held on Thursday, October 19, 2023, at 11:00 a.m. at the Institute of Chartered Accountants of Pakistan (ICAP) Auditorium, Chartered Accountants Avenue, Clifton, Karachi / video link to transact the following businesses:

ORDINARY BUSINESS

1. To receive, consider, and adopt the Annual Audited Financial Statements of the Company for the year ended June 30, 2023, together with the Chairman Review, Directors' Report and Auditors' Report thereon.
   In accordance with Section 223 of the Companies Act, 2017, and pursuant to S.R.O. 389(I)/2023 dated March 21, 2023, the financial statements of the Company have been uploaded on the website of the Company which can be downloaded from the following web link: https://www.tatapakistan.com/tata-textile-mills
2. To appoint statutory auditors and fix their remuneration for the year ending June 30, 2024. The shareholders are hereby notified that the Board of Directors on the recommendation of the Board Audit Committee recommend M/s Yousuf Adil, Chartered Accountants, for re-appointment as auditors of the Company.
3. To elect seven Directors of the Company as fixed by the Board of Directors for a term of three years commencing October 26, 2023, in accordance with the provision of Section 159 of the Companies Act, 2017. The following Directors retire and are eligible for re-election:

(i) Mr. Mazhar Valjee	(ii) Mr. Shahid Anwar
(iii) Mr. Adeel Shahid Anwar	(iv) Mr. Bilal Shahid Anwar
(v) Mr. Farooq Advani	(vi) Mr. Tayeb Afzal
(vii) Ms. Samar Shahid	(viii) Ms. Saiqa Shahid

(ix) Ms. Shahbano Hameed (NIT)

4. To consider and approve the payment of the final cash dividend for the year ended June 30, 2023, @ 30% i.e. Rs.3.00 per share as recommended by the Board of Directors. This is in addition to the 20% i.e. Rs.2.00 per share interim cash dividend already paid.

SPECIAL BUSINESS

5. To consider and approve the adoption of revision/update in the Articles of Association and if thought fit, to pass the following resolution as Special Resolutions, with or without modification so as to conform to the provisions of the Companies Act, 2017 and other Rules / Regulations made thereunder from time to time.

"Resolved that the changes/update in the Articles of Association, as proposed by the Board of Directors, be and are hereby adopted."

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"Further Resolved that the Company Secretary, be and hereby authorized and empowered to do all acts, deeds and things that may be necessary to give effect to this resolution."

"Further Resolved that in case the Securities Exchange Commission of Pakistan (SECP) suggests any correction in the text of the Articles of Association, the Company Secretary be and is hereby authorized to make necessary corrections in the documents as permitted under the law in letter and spirit."

1. To approve by way of special resolutions with or without modification the following resolutions in respect of related party transactions in terms of Section 208 of the Companies Act, 2017.
2. 1. "RESOLVED that the transactions carried out in the normal course of business with associated companies as disclosed in Note No. 35 of the audited financial statements for the year ended June 30, 2023, 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 the normal course of business with associated companies during the ensuing year ending June 30, 2024, 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."
3. To approve the circulation of the Annual Report (including the Audited Financial Statements, Auditor's Report, Directors' Report, and Chairman's Review Report) to the Members of the Company through QR-enabled code and weblink, in accordance with Section 223(6) of the Companies Act, 2017 read with S.R.O. 389(I)/2023 dated March 21, 2023.

"RESOLVED THAT Tata Textile Mills Limited (the "Company") be and is hereby authorized to circulate its Annual Report including Annual Audited Financial Statements, Auditors' Report, Directors' Report, Chairman's Review Report and other reports contained therein to the Members of the Company through QR enabled code and weblink."

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

Statement of Material Facts is hereby annexed with the Notice of Annual General Meeting.

By Order of the Board of Directors

Muhammad Hussain

Company Secretary

Karachi:

Dated: September 27, 2023

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Notes:

1. Closure of Share Transfer Books:
   The Share Transfer Books of the Company will remain closed from October 12, 2023, to October 19, 2023 (both days inclusive). Transfers were 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 11, 2023, will be treated in time for the purposes of attending, speaking and voting at the Annual General Meeting (AGM).
2. Participation via Physical presence or through a video conferencing facility: Members whose names appear in the Register of Members on October 11, 2023, are entitled to attend and vote at the AGM. A Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend, speak, and vote for him/her.
   An instrument of proxy applicable for the AGM is being provided with the Notice sent to Members. The proxy form may also be downloaded from the Company's website. An instrument of proxy and the power of attorney or other authority (if any) under which it is signed, or a certified true copy of such power or authority duly notarized must, to be valid, must be received at the registered address of the Company or at the Office of the Share Registrar, not less than forty-eight (48) hours before the time of AGM, excluding public holidays.

To attend the AGM through video-conferencing facility, the Members 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] October 18, 2023:

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

The shareholders who are registered after the necessary verification shall be provided with a video link by the Company on the said email address. The login facility will remain open from the 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. Consent For Video Conference Facility:
   Pursuant to Section 134(1)(b) of the Act, if the Company receives consent form from shareholders holding aggregate 10% or more shareholding residing at a geographical location to participate in the meeting through video conference at least seven days prior to the date of the meeting, the Company will arrange video conference facility in that city subject to availability of such facility in that city.
2. Guidelines for Central Depository Company of Pakistan Limited ('CDC') Investor Account Holders:

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CDC Investor Account Holders will further have to follow the under-mentioned guidelines as laid down in Circular No. 1 dated January 26, 2000, issued by the Securities and Exchange Commission of Pakistan (SECP).

For personal attendance:

1. In the case of an individual, the account holder or sub-account holder and/or the person whose securities are in a group account and whose registration details are uploaded as per the Regulations, shall authenticate his/her identity by showing his/her original Computerized National Identity Card (CNIC) at the time of attending the meeting.
2. In the case of a corporate entity, the Board of Directors' resolution/power of attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the time of the meeting.

For appointing a proxy:

1. In the case of individuals, the account holder or sub-account holder and/or the person whose securities are in a group account and whose registration details are uploaded as per the Regulations, shall submit the proxy form as per the above requirement.
2. The proxy must be witnessed by two persons whose names, addresses, and Computerized National Identity Card (CNIC) number shall be mentioned on the form.
3. Attested copies of CNIC or the passport of the beneficial owners and of the proxy shall be furnished with the proxy form.
4. The proxy shall produce his/her Original CNIC or Original Passport at the time of the meeting.
5. In the case of a 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 to the Company.

5. 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.

1. CNIC / NTN:
   Pursuant to the directive of the Securities Exchange Commission of Pakistan (SECP), CNIC members are mandatorily required to be mentioned on the Tax/ Zakat certificate. Members are therefore requested to submit a copy of their valid CNIC (if not already provided) to the Company's Share Registrar M/s CDC Share Registrar Service Limited.
2. Payment of Cash Dividend Electronically (Mandatory):
   In accordance with the provisions of Section 242 of the Companies Act, 2017, and Regulation 4 of the Companies (Distribution of Dividends) Regulations 2017, a listed company is required to pay cash dividends to the Members ONLY through electronic mode directly into the bank account designated by the entitled Member. In compliance with the above law, in order to receive dividends directly in your bank account, you are requested to provide (if not already provided) the

04 Tata Textile Mills Ltd.

information mentioned in the Form placed at the Company's website to the brokers

/ CDC for shares held in the electronic form or to the Company's Shares Registrar, for shares held in physical form. In case of non-receipt of information, the Company will be constrained to withhold payment of dividends to Members.

8. Tax Implications on Dividends:

Dividend income on shares is liable to deduction of withholding tax under Section 150 of the Income Tax Ordinance, 2001. Withholding of tax on dividends based on the 'Active' and 'Non-Active' status of Members shall be @ 15% and 30% respectively. 'Active' means a person whose name appears on the Active Taxpayers List available at the e-portal of FBR (http://www.fbr.gov.pk/) and 'non- Active' means a person whose name does not appear on the Active Taxpayers List.

Further, according to clarification received from the Federal Board of Revenue (FBR), withholding tax will be determined separately on the Active/Non-Active status of the principal Member as well as joint-holder(s) based on their shareholding proportions, in case of joint accounts.

Joint shareholders should notify the proportion of their shareholding to the Company's Share Registrar by October 11, 2023. If the proportion of shareholding is not notified then each joint shareholder will be presumed to hold an equal proportion of shares.

1. Unclaimed Dividends and Bonus Shares:
   Shareholders, who for any reason, could not claim their dividend or bonus shares or did not collect their physical shares, are advised to contact the 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.
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 a CDC sub-account with any of the brokers or investor's accounts 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.
3. Procedure for Voting:

Pursuant to Companies (Postal Ballot) Regulations, 2018 ("the Regulations") amended through Notification dated December 05, 2022, issued by the Securities and Exchange Commission of Pakistan ("SECP"), members of the Company will be allowed to exercise their right to vote through the electronic voting facility and voting by post for the Election of Directors and special businesses in the AGM to be held October 19, 2023, in accordance with the requirements and subject to the conditions contained in aforesaid Regulations.

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