20000307

IN THE MATTER OF THE COMPANIES ORDINANCE, 1984

and

IN THE MATTER OF (1) GOODWILL TEXTILE MILLS (PRIVATE) LIMITED

(2) FRIENDSHIP TEXTILE MILLS (PRIVATE) LIMITED

(3) FEROZE TEXTILE MILLS (PRIVATE) LIMITED

and

IN THE MATTER OF Judicial Miscellaneous Application No. 35 of 1999 in the High Court of Sindh at Karachi Sanction of and for other Orders in respect of a Scheme of Arrangement for amalgamation between Goodwill Textile Mills (Private) Limited and its members, Friendship Textile Mills (Private) Limited and its members and Feroze Textile Mills (Private) Limited and its members.

NOTICE

NOTICE IS HEREBY GIVEN that pursuant to the Order dated the 28th day of February, 2000 of the High Court of Sindh at Karachi passed in Judicial Miscellaneous Application No. 35 of 1999 an Extraordinary General Meeting of the shareholders of Feroze Textile Mills (Private) Limited will be held at 49-B, Block-6, P.E.C.H.S., Karachi, on Wednesday, the 29th day of March, 2000 at 11.00 A.M. to consider and if thought fit, approve adopt and agree to the Scheme of Arrangement for amalgamation dated October 27, 1999 between Feroze Textile Mills (Private) Limited and its members. Friendship Textile Mills (Private) Limited and its members and Goodwill Textile Mills (Private) Limited and its members.

A print of the Scheme of Arrangement and a statement explaining its effect are being provided with the notice of the meeting sent to members and other person entitled to receive notice of the meeting. Further copies of the Scheme of Arrangement and of the Statement may be obtained from the Registered Office of the company, during normal office hours on application prior to the meeting by members and other persons entitled to attend the meeting.

The Court has appointed Shaikh Pervez Ahmed, the Director of Goodwill Textile (Private) Limited to act as Chairman of the meeting and has directed the Chairman to report the results thereof to the Court.

The Scheme of Arrangement will be subject to the subsequent approval of the Court.

On behalf of the Board

Shaikh Pervez Ahmed

Director

Karachi dated this March 06, 2000

Notes :

1. Share Transfers Books of the Company will remain closed from 22nd March to 29th March, 2000 (both days inclusive)

2. All Members are entitled to attend and vote at the Meeting.

3. A Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend speak and vote for him/her.

4. An instrument of proxy applicable for the meeting (in which you can direct the proxy how you wish him/her to vote) is being provided with the notice sent to the members. Further copies of the instrument of proxy may be obtained from the Registered Office of the company during normal office hours.

5. An instrument of proxy and the power of attorney or other authority (if any) under which it is signed, or a notorially certified copy of such power of authority, must be valid, be deposited at the Registered Office of the company not less than 48 hours before the time of the Meeting.

6. Shareholders are requested to notify immediately changes, if any, in their Registered Address.