20000309

Sunrays Textile Mills Ltd.

NOTICE OF THE ANNUAL GENERAL MEETING

Notice is hereby given that the 8th Annual General Meeting of Sunrays Textile Mills Limited will be held at Plot No. 3&7, Sector No.25, Korangi Industrial Area, Karachi on Thursday, March 30, 2000 at 3:00 p.m. to transact the following business.

1. To confirm the minutes of Annual General Meeting held on March 27, 1999.

2. To receive, considerr and adopt the audited accounts together with the Directors' and Auditors' report for the year ended September 30, 1999.

3. To appoint auditors and fix their remuneration. The present auditors Messrs M. Yousuf Adil, Saleem &Co., Chartered Accountants, retire and being eligible offer themselves for re-appointment.

4. To approve the final cash dividend @12.5% as recommended by the Board of Directors.

SPECIAL BUISNESS

5. To enhance the remuneration of the Chief Executive.

6. To consider and pass the following special resolution, with our without modification to amend the object clause of the Memorandum of Association of the company in accordance with Section 21 of the Companies Ordinance, 1984 subject to the approval from the Securities & Exchange Commission of Pakistan, Islamabad.

SPECIAL RESOLUTION

Resolved that the existing object clause of the memorandum of Association be replaced with the new object clause to be read as under:

III. As per Annexure "A" enclosed.

Further resolved that, the said alteration will not effect any one's interest unfavourably in the company.

Further resolved that, the Chief Executive/Director of the company be and is hereby authorised to do all acts to effect the Special Resolution and appoint Consultant(s) for the purpose of the amendments to be made in the Object Clause and authorise them to comply with all the necessary requirements of the law in this behalf.

7. To approve the dis-investment of 2(Million) shares from Sunrays Textile Mills Ltd.

A statement under section 160(1) (b) of the Companies Ordinance, 1984 pertaining to the Special Resolution is being sent to shareholders with this notice.

8. To transact any other business with the permission of the chair.

BY ORDER OF THE BOARD

Sd/-

RIZWAN AHMAD

COMPANY SECRETARY

Karachi

March 09, 2000

NOTES:

1. Share Transfer Books of the Company will remain closed from March 24, 2000 to March 30, 2000 (both days inclusive).

2. Any member of the Company entitled to attend and vote, may appoint another member as his/her proxy to attend and vote instead of him/her.

3. Proxy must be received at the Registered Office of the Company not less than 48 hours before the time of holding of the meeting.

STATEMENT UNDER SECTION 160 (1) (B) OF THE COMPANIES ORDINANCE, 1984.

This statement sets out the material facts concerning the special resolution to be transacted at the 8th Annual General Meeting of the company to be held on March 30,2000.

ITEM 5 OF THE AGENDA

Due to increase in the cost of living during the year, the enhancement in the remuneration from Rs.25,000/- per month to Rs.40,000/- per month of Mr. Kashaf Riaz, Chief Executive of the Company is inevitable. The said remuneration is in addition to the Company maintianed car; medical expenses; residential utilities and telephone expenses. Approval on the matter is sought by passing the following resolution:

"Resolved that, a sum of Rs. 40,000/- per month each be and is hereby approved as a remuneration of Mr. Kashaf Riaz, Chief Executive of the Company with effect from April 2000, in addition to the Company maintained car; medical expenses; residential utilities and telephone expenses. Approval on the matter is sought by passing the following resolution:

ITEM 6 OF THE AGENDA

The company's main object at the time of the incorporation of the company was to establish textile mills and toi carry the business of textile and allied. In order to avail the tax holiday as provided by the provisions of Income Tax Ordinance, 1979 the object clause of Memorandum of Association was altered restricting the object clause to only manufacture and sale of yarn.

Since the tax holiday period has expired, it is proposed to restore the original object clause.

The alteration made in the object clause of the Memorandum of Association of the company will not effect any one's interest unfavourably in the company.