| Maple Leaf Electric Company Limited |
|
|
|
|
|
|
|
|
| Annual
Report 2000 |
|
|
|
| CONTENTS |
|
|
| MAPLE
LEAF ELECTRIC COMPANY LIMITED |
|
| Company
Information |
|
| Notice
of Annual General Meeting |
|
| Directors'
Report |
|
| Auditors'
Report |
|
| Balance Sheet |
|
|
| Profit
& Loss Account |
|
| Cash
Flow Statement |
|
| Statement
of Changes in Equity |
|
| Notes
to the Accounts |
|
| Statement
and Report under Section 237 |
|
| Pattern
of Share Holding |
|
|
| KOHINOOR
RAIWIND MILLS LIMITED |
|
| (SUBSIDIARY
COMPANY) |
|
| Company
Information |
|
| Directors'
Report |
|
| Auditors'
Report |
|
| Balance Sheet |
|
|
| Profit
& Loss Account |
|
| Cash
Flow Statement |
|
| Statement
of Changes in Equity |
|
| Notes
to the Accounts |
|
|
| CONSOLIDATED
FINANCIAL STATEMENTS |
|
| Auditors'
Report |
|
| Balance Sheet |
|
|
| Profit
& Loss Account |
|
| Cash
Flow Statement |
|
| Statement
of Changes in Equity |
|
| Notes
to the Accounts |
|
|
|
| COMPANY
INFORMATION |
|
|
| BOARD
OF DIRECTORS |
|
| MR.
TARIQ SAYEED SAIGOL |
|
Chairman |
|
| MR.
SAYEED TARIQ SAIGOL |
|
Chief Executive |
|
| MR.
TAUFIQUE SAYEED SAIGOL |
|
| MR.
AAMIR FAYYAZ SHEIKH |
|
| MR.
ASAD FAYYAZ SHEIKH |
|
| MR.
USMAN SAID |
|
| SYED
JAWAD GILLANI |
|
|
| COMPANY
SECRETARY |
|
| MR.
MUHAMMAD ASHRAF |
|
|
| AUDITORS |
|
| M/S.
AMIN, MUDASSAR & CO. |
|
| CHARTERED
ACCOUNTANTS |
|
|
| BANKERS |
|
| PRIME
COMMERCIAL BANK LIMITED |
|
| UNITED
BANK LIMITED |
|
| MUSLIM
COMMERCIAL BANK LIMITED |
|
| GULF
COMMERCIAL BANK LIMITED |
|
|
| REGISTERED
OFFICE & |
|
| SHARES
DEPARTMENT |
|
| 42
- LAWRENCE ROAD, |
|
| LAHORE
- 5400O |
|
| TEL:
(0092-42)-6302261 - 62 |
|
| FAX:
(0092-42)-6368721 |
|
|
| PROJECTS |
|
| ISKENDERABAD,
DISTT, MIANWALI |
|
| TEL:
(0092-459) 392561 |
|
| FAX:
(0092-459) 392323 |
|
|
| PESHAWAR
ROAD, RAWALPINDI |
|
| TEL:
(0092-51) 5476154 |
|
| FAX:
(0092-51) 5476153 |
|
|
|
| NOTICE
OF ANNUAL GENERAL MEETING |
|
|
| Notice
is hereby given that the 8th Annual General Meeting of the members of Maple
Leaf Electric |
|
| Company
Limited ("the Company") will be held on Saturday, December 30,
2000, at 12.30 p.m. at its |
|
| Registered
Office, 42-Lawrence Road, Lahore, to transact the following business :- |
|
|
| ORDINARY
BUSINESS: |
|
| 1.
To confirm the minutes of the last Extra-Ordinary General Meeting held on
April 10, 2000. |
|
| 2.
To receive, consider and adopt the audited accounts of the Company for the
year ended June 30, |
|
| 2000
together with the Directors' and Auditors' reports thereon. |
|
| 3.
To approve the payment of final cash dividend @ Rs. 1.25 per share of Rs.
10/- each (12.5%), for |
|
| the
year ended June 30, 2000, as recommended by the Directors. |
|
| 4.
To appoint Auditors and fix their remuneration. M/s. Amin, Mudassar &
Co., Chartered |
|
| Accountants,
the retiring auditors, being eligible offer themselves for re-appointment. |
|
|
| 5.
SPECIAL BUSINESS: |
|
| To
pass with or without modification(s) the following resolution as special
resolution: |
|
|
| WHEREAS
the Board of Directors has proposed that the Company be reorganized, the
assets and |
|
| liabilities
of the Company be divided into two parts and the Scheme of Arrangement
approved by |
|
| the
Board for the merger of Part 1 with Maple Leaf Cement Factory Limited and
Part 2 with |
|
| Kohinoor
Textile Mills Limited be approved in view of benefits to the merged companies
and as a |
|
| consequence
to the shareholders. |
|
|
| IT
IS HEREBY RESOLVED that the reorganization of the Company's assets and
liabilities into two |
|
| parts
namely Part 1 and Part 2, as detailed in Annex "A" and Annex
"B" respectively be and is |
|
| hereby
approved. |
|
|
| FURTHER
RESOLVED that the Scheme of Arrangement put before the meeting for the merger
of |
|
| Part
1 of Maple Leaf Electric Company Limited into Maple Leaf Cement Factory
Limited and Part 2 |
|
| of
Maple Leaf Electric Company Limited into Kohinoor Textile Mills Limited be
and is hereby |
|
| approved
subject to completion of formalities and approval by the Hon'able High Court. |
|
|
| FURTHER
RESOLVED that the Chief Executive of the Company and/or Mr. Tariq Sayeed
Saigol or |
|
| Mr.
Usman Said, Directors of the Company be and is/are hereby authorized to take
all such steps |
|
| as
may be necessary or incidental for the purpose of implementing the aforesaid
scheme of the |
|
| merger/amalgamation
of the above named companies. |
|
|
| 6.
To transact any other business with the permission of the Chair. |
|
|
|
BY ORDER OF THE BOARD, |
|
|
|
|
|
(MUHAMMAD ASHRAF) |
|
|
| Lahore:
December 8, 2000. |
|
Company Secretary |
|
|
|
|
| STATEMENT
UNDER SECTION 160(1) (b) OF |
|
| THE
COMPANIES ORDINANCE, 1984 |
|
|
|
| The
management of the Company has considered various options for consolidating
its activities and |
|
| thereby
effecting economies for the benefit of the Company and ultimately for the
shareholders. |
|
|
| It
is with this goal before it, that the management of the Company, in
consultation with technical experts |
|
| in
the field, has reached the conclusion that Maple Leaf Electric Company
Limited, a power generation |
|
| company
having two projects, supplying electricity to the Maple Leaf Cement Factory
Limited and |
|
| Kohinoor
Textile Mills Limited respectively be restructured/reorganized, the assets
and liabilities of the |
|
| Company
be split/divided into two parts and Part 1 be merged with Maple Leaf Cement
Factory Limited |
|
| and
Part 2 be merged with Kohinoor Textile Mills Limited. |
|
|
| Maple
Leaf Cement Factory Limited is a public limited company quoted on all Stock
Exchanges in the |
|
| Country.
Its Authorized Capital is Rupees 2,000,000,000 (Rupees two billion only)
divided into |
|
| 200,000,000
ordinary shares of Rupees 10 each and its paid up capital is Rupees
1,546,473,240 (Rupees |
|
| one
billion five hundred forty six million four hundred seventy three thousand
two hundred forty only) |
|
| divided
into 154,647,324 ordinary shares of Rupees 10 each. |
|
|
| Kohinoor
Textile Mills Limited is a public limited company quoted on all Stock
Exchanges in the Country. |
|
| Its
Authorized Capital is Rs. 700,000,000 (Rupees seven hundred million only)
divided into 70,000,000 |
|
| ordinary
shares of Rupees 10 each and its paid up capital is Rupees 271,648,380
(Rupees two hundred |
|
| seventy
one million six hundred forty eight thousand three hundred eighty only)
divided into 27,164,838 |
|
| ordinary
shares of Rupees 10 each. |
|
|
| The
Directors of the Company may be deemed to be interested to the extent of
their shareholding or by |
|
| the
Companies in which they are Directors. |
|
|
| NOTES: |
|
| 1.
The scheme of arrangement for merger of the two parts of the Company with
Maple Leaf Cement |
|
| Factory
Limited and Kohinoor Textile Mills Limited is appended herewith and may also
be |
|
| inspected
during business hours in the Registered Office of the Company. |
|
|
| 2.
Share transfer books of the Company will remain closed from December 24, 2000
to December 30, |
|
| 2000
(both days inclusive). Transfers received in order at 42, Lawrence Road,
Lahore, upto 01.00 |
|
| p.m.
on December 23, 2000 will be considered in time. |
|
|
| 3.
A member eligible to attend and vote at this meeting may appoint another
member his/her proxy |
|
| to
attend and vote instead of him/her. Proxies in order to be effective must
reach the Company's |
|
| Registered
Office not less than 48 hours before the time for holding the meeting. |
|
|
| 4.
The beneficial owners of the Company through Central Depository Company,
entitled to attend |
|
| and
vote at this meeting, must bring his/her NIC or Passport to prove his/her
identity, and in case |
|
| of
Proxy, must enclose an attested copy of his/her NIC or Passport.
Representatives of corporate |
|
| members
should bring the usual documents required for such purpose. |
|
|
| 5.
Shareholders are requested to immediately notify the change in address, if
any. |
|
|
|
SCHEME OF ARRANGEMENT |
|
|
|
|
|
|
|
UNDER SECTIONS 284 TO 288 OF THE COMPANIES ORDINANCE, 1984 |
|
|
|
FOR MERGER BETWEEN |
|
|
|
MAPLE LEAF ELECTRIC COMPANY LIMITED |
|
|
|
and |
|
|
|
MAPLE LEAF CEMENT FACTORY LIMITED |
|
|
|
and |
|
|
|
KOHINOOR TEXTILE MILLS LIMITED |
|
|
|
and |
|
|
|
THEIR RESPECTIVE MEMBERS |
|
|
|
|
|
| PRELIMINARY |
|
|
| Definitions |
|
| In
this Scheme of Arrangement, unless the subject or context otherwise requires,
the following |
|
| expressions
shall bear the meanings specified against them below: |
|
|
| "MLECL" |
|
means Maple Leaf Electric
Company Limited, a company, limited |
|
|
by shares incorporated as
a public limited company having its |
|
|
registered office at
Lahore. |
|
|
| "MLCFL" |
|
means Maple Leaf Cement
Factory Limited, a company, limited |
|
|
by shares incorporated as
a public limited company having its |
|
|
registered office at
Lahore. |
|
|
| "KTM" |
|
means Kohinoor Textile
Mills Limited, a company, limited by |
|
|
shares incorporated as a
public limited company having its |
|
|
registered office at
Lahore. |
|
|
| "the Court" |
|
means Lahore High Court,
Lahore |
|
|
| "this
Scheme" |
means this Scheme of
Arrangement in its present form with any |
|
|
modification thereof or
addition thereto approved or condition |
|
|
imposed by the court. |
|
|
| "the
Effective Date" |
means the day on which
the Scheme becomes operative in |
|
|
accordance with clause
4.0 of this Scheme. |
|
|
| "Undertaking
of MLECL" |
means the two Power
Projects of Maple Leaf Electric Company |
|
|
Limited installed at the
premises of Maple Leaf Cement Factory |
|
|
Limited, Iskanderabad and
Kohinoor Textile Mills Limited, |
|
|
Rawalpindi respectively
as divided into two separate parts namely |
|
|
Part 1 and Part 2 and as
contained specifically in Annex "A" and |
|
|
Annex "B" to
this scheme. |
|
|
| The
headings and marginal notes are inserted for convenience and shall not affect
the |
|
| construction
of this Scheme. |
|
|
| Capital |
|
| The
authorised share capital of Maple Leaf Electric Company Limited (MLECL) is
Rupees |
|
| 750,000,000
divided into 75,000,000 ordinary shares of Rupees 10 each and its paid up
capital |
|
| is
Rupees 520,000,000 divided into 52,000,000 ordinary shares of Rupees 10 each. |
|
|
| The
authorized share capital of Maple Leaf Cement Factory Limited (MLCFL) is
Rupees |
|
| 2,000,000,000
divided into 200,000,000 ordinary shares of Rupees 10 each and its paid up |
|
| capital
is Rupees 1,546,473,240 divided into 154,647,324 ordinary shares of Rupees 10
each. |
|
|
| The
authorised share capital. of Kohinoor Textile Mills Limited (KTM) is Rupees
700,000,000 |
|
| divided
into 70,000,000 ordinary shares of Rupees 10 each and its paid up capital is
Rupees |
|
| 271,648,380
divided into 27,164,838 ordinary shares of Rupees 10 each. |
|
|
| THE SCHEME |
|
| OBJECT
OF THIS SCHEME |
|
| The
principal object of this scheme is to reorganize/reconstruct Maple Leaf
Electric |
|
| Company
Limited (MLECL) and bifurcate/divide the assets and liabilities of the Maple |
|
| Leaf
Electric Company Limited (MLECL) into two parts namely Part 1 and Part 2, as |
|
| contained
specifically in Annexes "A" and "B" to the Scheme and
effect merger of Part 1 |
|
| of
the Maple Leaf Electric Company Limited (MLECL) with Maple Leaf Cement
Factory |
|
| Limited
(MLCFL) and Part 2 of Maple Leaf Electric Company Limited (MLECL) with |
|
| Kohinoor
Textile Mills Limited (KTM), through the transfer and vesting in MLCFL and |
|
| KTM
of the two parts mentioned above. |
|
|
| WHEREBY
IT IS PROPOSED THAT: |
|
| 1.1
The undertakings of MLECL comprising of Part 1 and Part 2 (as contained
specifically in |
|
| Annexes
"A" and "B" to this scheme), as at the transfer date (as
hereinafter defined) |
|
| including
all assets, properties, rights, privileges, powers, bank accounts, trade
marks, |
|
| title
deeds, patents, leave and licences and all or any other assets, properties,
rights, |
|
| privileges,
powers, contracts, bank accounts, trade marks, title deeds, patents and |
|
| licences
of MLECL as may reasonably be allocatable to each part as at the transfer
date |
|
| (as
hereinafter defined) shall, without further act or deed, stand transferred to
and be |
|
| vested
in MLCFL and KTM as per Annexes "A" and "B",
respectively, as from the |
|
| commencement
of business on 01 July 2000 (hereinafter referred to as the "transfer |
|
| date"). |
|
|
| 1.2
Without prejudice to the generality of paragraph 1.1 above, undertakings of
MLECL shall |
|
| include
all rights, powers, authorities, privileges, contracts, benefits of
Government |
|
| consents,
sanctions and authorisations, trade marks, patents, licences, liberties and
all |
|
| properties,
immovable and movable, real, corporeal or incorporeal, in possession or |
|
| reversion,
present or contingent of whatsoever nature and wheresoever situate, |
|
| including
in particular reserves, revenue balances, 'leasehold properties, investments, |
|
| deposits,
deferred costs, stores and spares, advances, deposits, prepayments, other |
|
| receivables,
cash and bank balances, telephones, faxes, e-mail and telexes and trade |
|
| debts
owing to MLECL and all other authorities, rights or interests in or arising
out of |
|
| such
property as may belong to or be in the possession or claim of MLECL on the |
|
| transfer
date and all books of account and documents relating thereto, and shall be |
|
| deemed
to include all debts, borrowings, liabilities, duties and obligations of
MLECL of |
|
| whatever
kind, including liabilities for payment of gratuity, pension, benefits,
provident |
|
| fund
or compensation in the event of retrenchment, PROVIDED ALWAYS that this |
|
| Scheme
shall not operate to enlarge the security for any loan, deposit or facility
created |
|
| by
or available to MLECL which shall vest in MLCFL and KTM on approval of this |
|
| Scheme
by the Honourable Lahore High Court, Lahore and MLCFL and KTM as the |
|
| case
may be shall not be obliged to create any further or additional security
therefore |
|
| after
the approval of this Scheme as aforesaid or otherwise. |
|
|
| 1.3
The transfer and vesting of the undertakings of MLECL under Clauses 1.1 and
1.2 |
|
| hereof
and the continuance of proceedings by MLCFL and KTM under Clause 1.7 |
|
| hereof
shall not affect any transactions or proceedings already concluded by MLECL
in |
|
| the
ordinary course of business and after the transfer date to the end and intent
that |
|
| MLCFL
and KTM respectively accept on behalf of themselves all acts, deeds and
things |
|
| done
and executed by MLECL in relation to the part being merged with either, as
the |
|
| case may be. |
|
|
| 1.4
As from the transfer date, MLECL shall be deemed to have carried on and to
carry on its |
|
| business
on behalf of and on account of MLCFL and KTM until such time as this |
|
| Scheme
becomes fully effective. |
|
|
| 1.5
MLCFL shall in respect of the assets and liabilities mentioned in Annex
"A" undertake, |
|
| pay,
satisfy, discharge, perform and fulfill all debts, liabilities, contracts,
engagements |
|
| and
obligations whatsoever of MLECL as at the transfer date, and all contracts,
deeds, |
|
| bonds,
agreements, powers of attorney, grants of legal representation and all other |
|
| instruments
of whatever kind subsisting or having effect immediately before the transfer |
|
| date
to which MLECL may be a party or which shall be in favour of MLECL as they
were |
|
| before
the transfer date and may be enforced or acted upon as fully and effectively
as if |
|
| instead
of MLECL, MLCFL had been a party thereto or as if the same had been issued |
|
| by
or in favour of MLCFL, PROVIDED ALWAYS the existing creditors of MLCFL and |
|
| MLECL
respectively having charges over the land, building, machinery and other
fixed |
|
| assets
of the respective companies shall continue to retain their security interests
over |
|
| the
land, building, machinery and other fixed assets respectively charged in
their favour; |
|
| the
existing creditors of MLCFL having charges over the current assets of MLCFL
shall |
|
| retain
their respective charges over the current assets as on the transfer date of
MLCFL |
|
| and
shall have a first charge ranking, pari passu inter se, on the future current
assets |
|
| which
are kept at the MLCFL premises; and the existing creditors of MLECL having |
|
| charges
over the current assets of MLECL shall retain their respective charges over
the |
|
| existing
current assets of MLECL as on the transfer date and shall have a first charge |
|
| ranking
pari passu inter se, on the future current assets which are kept at the MLECL |
|
| premises
after the transfer date. |
|
|
|
|
| 1.6
KTM shall in respect of the assets and liabilities mentioned in Annex
"B" undertake, pay, |
|
| satisfy,
discharge, perform and fulfill all debts, liabilities, contracts, engagements
and |
|
| obligations
whatsoever of MLECL as at the transfer date, and all contracts, deeds, |
|
| bonds,
agreements, powers of attorney, grants of legal representation and all other |
|
| instruments
of whatever kind subsisting or having effect immediately before the transfer |
|
| date
to which MLECL may be a party or which shall be in favour of MLECL as they
were |
|
| before
the transfer date and may be enforced or acted upon as fully and effectively
as if |
|
| instead
of MLECL, KTM had been a party thereto or as if the same had been issued by |
|
| or
in favour of KTM, PROVIDED ALWAYS the existing creditors of KTM and MLECL |
|
| respectively
having charges over the land, building, machinery and other fixed assets of |
|
| the
respective companies shall continue to retain their security interests over
the land, |
|
| building,
machinery and other fixed assets respectively charged in their favour; the |
|
| existing
creditors of KTM having charges over the current assets of KTM shall retain |
|
| their
respective charges over the current assets as on the transfer date of KTM and |
|
| shall
have a first charge ranking, pari passu inter se, on the future current
assets which |
|
| are
kept at the KTM premises; and the existing creditors of MLECL having charges
over |
|
| the
current assets of MLECL shall retain their respective charges over the
existing |
|
| current
assets of MLECL as on the transfer date and shall have a first charge ranking |
|
| pari
passu inter se, on the future current assets which are kept at the MLECL
premises |
|
| after
the transfer date. |
|
|
| 1.7
All causes, suits, appeals, petitions/revisions or other judicial, quasi
judicial and/or |
|
| administrative
proceedings of whatever nature by or against MLECL which shall be |
|
| pending
on the transfer date in or before any court, tribunal forum or other
authority will |
|
| be
continued, prosecuted and enforced in the same manner and to the same extent
as |
|
| they
would or might have been continued, prosecuted and enforced by or against |
|
| MLECL
as if this Scheme had not been made, by or against MLCFL and KTM to the |
|
| extent
and relating to the part being merged with each and the same shall not abate,
be |
|
| discontinued
or be in any way prejudiced or affected by the provisions of this Scheme. |
|
|
| 1.8
Every officer, workman or other employee of MLECL engaged directly on the
project |
|
| forming
Part 1 of MLECL shall, on the transfer date, become an officer, workman or |
|
| employee,
as the case may be, of MLCFL on the basis that his services have not been |
|
| interrupted
by the vesting of the Part 1 of MLECL, in MLCFL under this Scheme and on |
|
| the
same remunerations and other conditions of service, rights and privileges as
to |
|
| pension,
provident fund and gratuity, if any, and other matters as were applicable to
him |
|
| before
the transfer date. |
|
|
| 1.9
Every officer, workman or other employee of MLECL engaged directly on the
project |
|
| forming
Part 2 of MLECL and/or the head office of MLECL shall, on the transfer date, |
|
| become
an officer, workman or employee, as the case may be, of KTM on the basis that |
|
| his
services have not been interrupted by the vesting of the Part 2 of MLECL, in
KTM |
|
| under
this Scheme and on the same remunerations and other conditions of service, |
|
| rights
and privileges as to pension, provident fund and gratuity, if any, and other
matters |
|
| as
were applicable to him before the transfer date. |
|
|
| 2.
As consideration for the said transfers, the individual members of MLECL
shall get "X" |
|
| numbers
of fully paid-up ordinary share of the par value of Rupees 10 each in the
capital |
|
| of
MLCFL and "Y" numbers of fully paid-up ordinary share of the par
value of Rupees 10 |
|
| each
in the capital of KTM for every One fully paid-up share of the par value of
Rupees |
|
| 10
each held by them in the capital of MLECL, as on a day to be fixed by the
board of |
|
| Directors
of MLCFL and KTM following the transfer date. The value of "X" and
"Y" will be |
|
| determined
on the basis of ratio resulting from the average of the undermentioned two |
|
| figures
for the three companies: |
|
|
| a)
Break-up value of the shares as per audited accounts for the year ended |
|
| 30 June 2000. |
|
|
| b)
Average of weekly quotation of the shares on the Karachi Stock |
|
| Exchange
from 01 July 1999 to 30 June 2000. |
|
|
| All
costs, charges and expenses of carrying this scheme into effect shall be
borne and |
|
| paid
by MLCFL and KTM proportionately. |
|
|
| 2.1
The said fully paid-up ordinary shares in MLCFL and KTM to be issued and
allotted to |
|
| the
members of MLECL shall rank pari passu in all respects with the existing
fully paid- |
|
| up
ordinary shares in MLCFL and KTM respectively. |
|
|
| 2.2
All members whose names shall appear in the Register of Members of MLECL on
such |
|
| date
(after the transfer date) as the Board of Directors of MLCFL and KTM may |
|
| determine,
shall surrender their share certificates for cancellation thereof to the
shares |
|
| department
of KTM who shall coordinate for the issuance of shares by MLCFL and KTM |
|
| in
the determined proportion. In default, upon the new shares in MLCFL and KTM
being |
|
| issued
and allotted by it to the members of MLECL whose name shall appear on the |
|
| Register
of Members of MLECL on such date, as aforesaid, the share certificates in |
|
| relation
to the shares held by them in MLECL shall be deemed to have been cancelled. |
|
|
| 2.3
The excess value of the net assets of Part 1 of MLECL as at 30 June 2000 over
the |
|
| paid-up
value of shares issued and allotted pursuant to the terms of Clause 2.0
hereof |
|
| shall
be accounted for in the books of MLCFL, as at the transfer date that the
Capital |
|
| Reserves,
Revenue Reserves and the unappropriated profit of Part 1 of MLECL, as at |
|
| 30
June 2000 shall constitute Reserves of a corresponding nature of MLCFL and
the |
|
| balance,
if any, transferred to the General Reserves in MLCFL. |
|
|
| 2.4
The excess value of the net assets of Part 2 of MLECL as at 30 June 2000 over
the |
|
| paid-up
value of shares issued and allotted pursuant to the terms of Clause 2.0
hereof |
|
| shall
be accounted for in the books of KTM, as at the transfer date, that the
Capital |
|
| Reserves,
Revenue Reserves and the unappropriated profit of Part 2 of MLECL, as at |
|
| 30
June 2000 shall constitute Reserves of a corresponding nature of KTM and the |
|
| balance,
if any, transferred to the General Reserves in KTM. |
|
|
| 3.
The Chief Executives of MLCFL, KTM and MLECL acting jointly or any person or |
|
| persons
duly authorised by the respective boards of MLCFL, KTM and MLECL shall be |
|
| authorised
to take all such further supplemental, incidental and consequential actions |
|
| and
steps as may be requisite for giving full effect to this Scheme and may
consent on |
|
| behalf
of all concerned to any modification of or addition to this Scheme or to any |
|
| condition
which the Honourable Lahore High Court, Lahore may deem fit to impose. |
|
|
| 4.
Subject to an order being made by the Honourable Lahore High Court, Lahore
under |
|
| Section
287 of the Companies Ordinance 1984, MLECL shall, without winding up, stand |
|
| dissolved
from such date on which all shares to be allotted by MLCFL and KTM under |
|
| Clause
2.0 above to the member(s) of MLECL shall have been so allotted. |
|
|
| The
approvals and/or confirmations and/or directions to the proposed transfer of |
|
| undertakings
as set out in Clauses 1.1 and 1.2 of this Scheme have been received from |
|
| the
share holders of MLCFL, KTM and MLECL. |
|
|
| 6.
This Scheme shall be subject to such modifications or conditions as the
Honourable |
|
| Lahore
High Court, Lahore may approve or impose. |
|
|
| 7.
In case this Scheme is not finally sanctioned by the Honourable Lahore High
Court, |
|
| Lahore
for any reason whatsoever OR if for any other reason this Scheme cannot be |
|
| implemented
before 30 June 2001 or within such further period or periods as may be |
|
| agreed
upon by MLCFL, KTM and MLECL (by the authorized person(s) as approved |
|
| under
clause 3.0 above) this Scheme shall become null and void and in that event no |
|
| rights
and liabilities shall accrue to or be incurred inter se by the parties in
terms of this |
|
| Scheme. |
|
|
| Annex "A" |
|
| MAPLE
LEAF ELECTRIC: COMPANY LIMITED |
|
| PART 'I |
|
| DETAILS
OF ASSETS AND RELATED LIABILITIES AS ON 30 JUNE 2000 |
|
| OF
POWER PROJECT INSTALLED AT PREMISES OF |
|
| MAPLE
LEAF CEMENT FACTORY LIMITED |
|
|
|
RUPEES |
|
| ASSETS |
|
| Fixed. Assets |
|
| Building
on leasehold land |
|
| Plant
and machinery |
|
39,583,215 |
|
| Electric
equipment and installation |
|
374,838,902 |
|
| Furniture
and fixtures |
|
5,579,582 |
|
| Office
equipment |
|
635,889 |
|
| Fire
fighting equipment |
|
275,734 |
|
| Vehicles |
|
137,627 |
|
|
365,262 |
|
|
------------ |
|
| Assets
subject to finance lease |
|
421,416,211 |
|
| Long
Term Deposit and Deferred Costs |
|
227,328 |
|
| Current
Assets |
|
4,900 |
|
