20000309

INDUS DYEING & MANUFACTURING CO. LIMITED

NOTICE OF THE ANNUAL GENERAL MEETING

Notice is hereby given that the 42nd Annual General Meeting of Indus Dyeing & Mfg Co. Limited will be held at Plot No. 3 & 7, Sector No.25, Korangi Industrial Area, Karachi on Thursday, March 30, 2000 at 5:00 p.m. to transact the following business.

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

2. To receive, consider 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 Hyder Bhimji & Co., Chartered Accountants, retire and being eligible offer themselves for re-appointment.

4. To approve 10% cash dividend as recommended by the Board of directors.

SPECIAL BUISNESS

5. To enhance the remuneration of the Chairman, Chief Executive and two Directors namely, Mian Riaz Ahmed and Mr. Imran Ahmed.

6. To consider the dis-investment of 2(million) shares of Sunrays Textile Mills Ltd.

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

BY ORDER OF THE BOARD

Sd/-

Karachi Rizwan Ahmad

March 09, 2000 Company Secretary

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/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.

4. Statement under section 160 of the Companies Ordinance, 1984 is being sent to the shareholders alongwith this notice.

STATEMENT UNDER SECTION 160 OF THE COMPANIES ORDINANCE, 1984.

ITEMS 5 OF THE AGENDA

Due to increase in the cost of living during the years, the enhancement in the remuneration from Rs.25,000/- per month to Rs. 50,000/- per month of Mian Muhammad Ahmed, Chairman; Mr. Shahzad Ahmed, Chief Executive, Mian Riaz Ahmed and Mr. Imran Ahmed, directors of the Company is inevitable. The said remuneration is in addition to the Company maintianed car; medical expenses; residential utilities, recreational and telephone expenses. Approval on the matter is sought by passing the following resolution:

"Resolved that, a sum of Rs. 50,000/- per month each be and is hereby approved as a remuneration of Mian Muhammad Ahmed, Chairman; Mr. Shahzad Ahmed, Chief Executive; Mian Riaz Ahmed and Mr. Imran Ahmed Directors of the Company with effect from April 1999, in addition to the Company maintained car; medical expenses; residential utilities, recreational and telephone expenses.

ITEM 6 OF THE AGENDA

The directors are interested to realize the investment of Sunrays Textile Mills Ltd., in order to improve their liquidity position to meet the BMR expenses.