Atlas Honda : ATLH | Atlas Honda Limited Notice Annual General Meeting

NOTICE OF 59TH ANNUAL GENERAL MEETING

Notice is hereby given that the Fifty Ninth (59th) Annual General Meeting of the shareholders of Atlas Honda Limited will be held on Wednesday June 21, 2023, at 11:00 A.M. at the Avari Hotel, Mall Road, Lahore, to transact the following business.

Ordinary Business

1. To confirm the minutes of the Extra Ordinary Meeting held on March 13, 2023.
2. To receive, consider and adopt the Audited Financial Statements of the Company for the year ended March 31, 2023, together with the Directors' and Auditor's Reports thereon and Chairman's Review Report.
   As required under section 223(7) of the Companies Act 2017, Financial Statements of the Company has been uploaded on the website of the Company, which can be downloaded from the following link/QR code:
   https://www.atlashonda.com.pk/financial-reports/
3. To appoint auditors and to fix their remuneration. The shareholders are hereby notified that the Board and the Board Audit Committee have recommended the name of M/s ShineWing Hameed Chaudhri & Co., Chartered Accountants, for re-appointment as auditors of the Company.
4. To consider and approve the payment of final cash dividend for the year ended March 31, 2023 @ 130% i.e. Rs. 13 per share as recommended by the Board. This is in addition to 110% i.e. Rs. 11.00 per share interim cash dividend already paid.

Other Business

5. To transact any other business with the permission of the Chair.

1. Closure of Share Transfer Books
   The share transfer books of the Company will remain closed from June 07, 2023 to June 21, 2023 (both days inclusive). The transfers received at Company's Share Registrar namely M/S Hameed Majeed Associates (Private) Limited, H.M House, 7-Bank Square, Shahrah-e-Quaid-e-Azam, Lahore, Pakistan by the close of business on June 06, 2023 will be considered in time for determination of entitlement of shareholders to cash dividend, bonus shares and to attend and vote at the meeting.
2. Participation in the Annual General Meeting (AGM):
   The Company intends to convene this AGM with minimal physical interaction of shareholders while ensuring compliance with the quorum requirements and requests the members to consolidate their attendance and voting at the AGM through proxies.
   The Company, furthermore, has made arrangements to ensure that all participants, including shareholders, can now participate in the AGM proceedings via video link. For this, shareholders are required to email their Name, Folio Number, Cell No., and Number of Shares held in their name with subject "Registration for Atlas Honda Limited AGM" along with valid copy of CNIC (both sides) at investor.relations@atlashonda.com.pk. Video link and login credentials will be shared with only those shareholders whose emails, containing all the required particulars, are received by close of office on June 18, 2023. Login facility will be opened thirty minutes before the meeting time to enable the participants to join the meeting after the identification process. Shareholders will be able to login and participate in the AGM proceedings through their devices after completing all the formalities required for the identification and verification of the shareholders.
   All shareholders entitled to attend, speak and vote at this AGM shall be entitled to appoint another person, as a proxy to attend and vote on his / her behalf. A corporate entity, being shareholder, may appoint any person, regardless whether they are a shareholder or not, as its proxy. In case of corporate entities, a resolution of the board of directors / power of attorney with specimen signature of the person nominated to represent and vote on behalf of the corporate entity shall be submitted to the Company along with a completed proxy form.

The instrument appointing Proxy must be received at the Registered Office or Share Registrar of the Company not less than 48 hours before the time of the meeting.

For the convenience of the shareholders, a Proxy Application Form is dispatched with the Annual Report 2023. CDC account holders will further have to follow the under mentioned guidelines as laid down by the SECP.

1. For Attending the Meeting:

1. In case of individuals, the account holder or sub-account holder and / or the person, whose securities are in group account and their registration details are uploaded as per the regulations, shall authenticate identity by his/her original valid CNIC or the original passport at the above mentioned email address at least 48 hours before the AGM.
2. In case of corporate entity, the board of directors' resolution/power of attorney with specimen signature of the nominee shall be shared on the above mentioned email address at least 48 hours before the AGM (unless it has been provided earlier).

1. For Appointing Proxies:

1. In case of individuals, the account holder or sub-account holder and / or the person whose securities are in group account and their registration detail is uploaded as per the regulations, shall submit the proxy form as per the above requirement.
2. Attested copies of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.
3. The proxy shall produce original valid CNIC or original passport at the above mentioned email address at least 48 hours before the meeting.
4. In case of corporate entity, the board of directors' resolution / power of attorney with specimen signature shall be submitted on the email address mentioned above at least 48 hours before the meeting (unless it has been provided earlier) along with proxy form to the Company.
5. Proxy form will be witnessed by two persons whose names, addresses and valid CNIC numbers shall be mentioned on the form.

Shareholders can also provide their comments and questions for the agenda items of the AGM at the email address investor.relations@atlashonda.com.pk.

1. E-Voting
   Shareholders can also exercise their right of E-voting subject to the requirements of Section 143 - 145 of the Companies Act 2017 and the applicable clauses of the Companies (Postal Ballot) Regulations 2018.
2. Change / Update of Shareholders' Particulars:
   Shareholders holding physical shares are requested to notify any change in their addresses immediately to the Company's Share Registrar.
   All those individual shareholders holding physical shares who have not yet recorded their CNIC No. are once again reminded to immediately submit the copy of their CNIC to the Share Registrar. Shareholders while sending CNIC must quote their respective folio numbers. As per SECP directives the dividend of shareholders whose valid CNICs are not available with the Share Registrar could be withheld.
   The corporate shareholders having CDC accounts are required to have their NTN updated with their respective participants, whereas corporate entities having physical shares should send a copy of their NTN certificates to our Share Registrar. The corporate shareholders while sending NTN or NTN certificates, as the case may be, must quote the company name and their respective folio numbers.
3. Transmission of Annual Report 2023:
   The Financial Statements of the Company for the year ended March 31, 2023 along with reports have been placed on the website of the Company and can be viewed through the below link/ QR Code:

https://www.atlashonda.com.pk/financial-reports/

Pursuant to S.R.O 470(1)/2016 dated May 31, 2016, the shareholders of the Company have accorded approval in general meeting for transmission of annual reports including annual audited financial statements, notices of AGMs and other information contained therein of the Company through CD or DVD or USB instead of transmitting the same in hard copies. Therefore, the Annual Report 2023 of the Company is dispatched in form of DVDs to all the shareholders whose particulars are updated.

The shareholders who wish to receive hard copy of the aforesaid documents may send to the Company Secretary / Share Registrar, the Standard Request Form provided in the annual report and also available on the website of the Company and the Company will supply hard copies of the aforesaid document to the shareholders on demand, free of cost, within one week of such demand.

The shareholders who intend to receive the annual report including the notice of meeting through e-mail are requested to provide their written consent on the Standard Request Form provided in the annual report and also available on the Company's website: www.atlashonda.com.pk

1. Dividend Mandate
   Under the second proviso of Section 212 of the Companies Act, 2017, listed companies are required to pay cash dividend to its shareholders only through electronic mode directly into bank account designated by the entitled shareholders.
   Accordingly, the Shareholders are requested to fill in Electronic Credit Mandate Form available on Company's website i.e. http://www.atlashonda.com.pk and send the duly signed form along with a copy of CNIC / NTN to the Share Registrar in case of physical shares. In case shares are held in CDC then Electronic Credit Mandate
   Form must be submitted directly to shareholder's broker/ participant/CDC account services.
   In case of non-receipt of IBAN detail, the Company will be constrained to withhold payment of dividend under Companies (Distribution of Dividends) Regulations, 2017.
2. Unclaimed Dividend
   Shareholders, who by any reason, could not claim their dividends / shares, if any, are advised to contact the Share Registrar to collect / enquire about their unclaimed dividend/shares, if any.
   In compliance with Section 214 of the Companies Act, 2017, after having completed the stipulated procedure, all such dividend outstanding for a period of 3 years or more from the date due and payable shall be deposited to the Federal Government in case of unclaimed dividend and in case of shares, shall be delivered to the SECP.
3. Withholding Tax on Dividend
   Pursuant to the provisions of Finance Act, different rates are prescribed for deduction of withholding tax on the amount of dividend paid by the companies, as under:

The 'Filer' is defined as a taxpayer whose name appears in the Active Tax-payers List (ATL) issued by Federal Board of Revenue (FBR) from time to time.

To enable the Company to withhold tax @ 15% for filers, all the shareholders are advised to ensure that their names appear in the latest available ATL on FBR website, otherwise tax on their cash dividend will be deducted @ 30% for non-filers.

In case of joint shareholder, each shareholder is to be treated individually as either a filer or non-filer and tax will be deducted on the basis of shareholding of each shareholder as may be notified by the shareholders, in writing as follows, to our share registrar, or if no such notification is received each shareholder shall be assumed to have an equal number of shares:

The required information must reach the share registrar of the Company by the close of business on June 06, 2023 otherwise it will be assumed that the shares are equally held by Principal shareholder and Joint shareholder(s).

As per FBR's clarification, the valid exemption certificate under section 156 of the ordinance is mandatory to claim exemption of withholding tax under clause 47B of part IV of 2nd Schedule of the Income tax Ordinance, 2001. Those who fall in the category mentioned in the aforesaid clause must provide valid tax exemption certificate to the share registrar, otherwise tax will be deducted on dividend amount as per rates prescribed in Section 150 of the Income tax Ordinance, 2001.

1. 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 Commission, 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 CDC sub-account with any of the brokers or investor's account 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.
2. Zakat Declaration (CZ-50)
   Zakat will be deducted from the dividends at source at the rate of 2.5% of the paid-up value of the share (Rs. 07 each) and will be deposited within the prescribed period with the relevant authority. In case of claiming exemption, please submit your Zakat Declaration under Zakat and Ushr Ordinance, 1680 and Rule 4 of Zakat (Deduction and Refund) Rules, 1681, CZ-50 Form with our Share Registrar. Physical shareholders are requested to submit the said declaration to the Share Registrar in the proper manner. The Shareholders must write Atlas Honda Limited's name and their respective CDS A/C # or Folio numbers on Zakat Declarations at relevant place.

54cm x 4col.