NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting ("AGM") of TPL Insurance Limited ("Company") will be held on Thursday, April 27th, 2023 at 11:00 a.m. at PSX Auditorium, Stock Exchange Building, Exchange Road, Karachi, to transact the following business:

ORDINARY BUSINESS:

  1. To approve the minutes of the Extraordinary General Meeting held on September 19, 2022.
    "RESOLVED THAT the minutes of Extraordinary General Meeting of TPL Insurance Limited held on September 19, 2022 at 11:00 am be and are hereby approved."
  2. To receive, consider and adopt the Annual Audited Financial Statements of the Company together with the Chairman's Review Report, Directors' and Auditors' Report thereon for the year ended December 31, 2022.
    "RESOLVED THAT the Annual Audited Financial Statements of TPL Insurance Limited, together with the Chairman's Review Report, Directors' and Auditors' Report thereon for the year ended 31 December, 2022 be and are hereby approved."
  3. To appoint Auditors for the year ending December 31, 2023 and fix their remuneration. M/s. BDO Ebrahim & Co., Chartered Accountants retire and being eligible, have offered themselves for re-appointment.

"RESOLVED THAT M/s. BDO Ebrahim & Co., Chartered Accountants be and are hereby appointed as Auditors of M/s. TPL Insurance Limited on the basis of consent received from them, at a fee mutually agreed for the period ending December 31, 2023."

4. To ratify the interim Bonus shares (in proportion of 35 shares for every 100 shares held i.e. 35%) already issued for the quarter ended September 30, 2022.

"RESOLVED THAT the interim Bonus shares, in proportion of 35 shares for every 100 shares held i.e. 35%, already issued for the quarter ended September 30, 2022, as approved by the Board of Directors, be and is hereby ratified."

SPECIAL BUSINESS:

  1. To consider and if thought fit, to pass with or without modification, special resolution in terms of Section 199 of the Companies Act, 2017 to authorize the Company for renewal of advance of Rs. 300 million to the associated company TPL Trakker Limited.
    "RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for renewal of advance of Rs. 300 million to the associated company TPL Trakker Limited."
  2. To consider and if thought fit to pass with or without modification(s), the following resolutions as special resolutions to offer, issue and allot shares under TPL Insurance Limited Employee Stock Option Scheme 2020 (the ESOP Scheme).

Annual Report 2022

"RESOLVED THAT pursuant to section 83A of the Companies Act, 2017(the Act) read along with regulation 7 of the Companies (Further Issue of Capital) Regulations, 2020 (the regulations) and Memorandum and Articles of Association of the Company, approval of the members be and is hereby accorded to the Board of Directors of the Company, subject to any amendments that may be required by the Securities and Exchange Commission of Pakistan (the SECP), to issue, offer and allot to eligible employees of the Company, options exercisable into equity shares of the Company of nominal value of Rs.10 each up to 500,000 shares under TPL Insurance Limited Employee Stock Option Scheme 2020 (the ESOP scheme), at price of Rs.10 per share (exercise price) with retrospective effect from January 01, 2023."

"RESOLVED FURTHER THAT pursuant to provision under regulation 7 of the Companies (Further Issue of Capital) Regulations, 2020, the grant of options equal to or exceeding one percent of the issued or paid up capital of the company at the time of grant of options, within one year, to identified employees be and is hereby approved."

"RESOLVED FURTHER THAT pursuant to provision under regulation 7 of the Companies (Further Issue of Capital) Regulations, 2020, the grant of options to any employee of subsidiary or holding Company be and is hereby approved."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to make modifications in the Scheme including in any ancillary documents thereto, as it may deem fit, from time to time in its absolute discretion in conformity with the provisions of the Act, the regulations, the memorandum of association and articles of association of the Company and any other applicable laws."

7. To consider and if thought fit, to pass resolution in pursuance of S.R.O. 389 (I)/2023 dated March 21, 2023 of the Securities and Exchange Commission of Pakistan ("the SECP") to authorize the Company to circulate the annual audited financial statements to its members through QR enabled code and weblink.

"RESOLVED THAT pursuant to S.R.O. 389 (I)/2023 of the SECP, the Company be and is hereby authorized to circulate the annual audited financial statements to its members through QR enabled code and weblink." circulate the annual audited financial statements to its members through QR enabled code and weblink."

ANY OTHER BUSINESS:

8. To transact any other business with the permission of the Chairman. By Order of the Board

Danish Qazi

Company Secretary

Karachi, April 06, 2023

Annual Report 2022

Statement of Material Facts under Section 134(3) of the Companies Act, 2017 relating to the said Special Business:

Advance of amount up to Rs. 300 Million to TPL Trakker Limited:

TPL Insurance Limited (the "Company") is desirous to renew advance made to TPL Trakker Limited which was initially approved by the members in April, 2019.

The information required to be annexed to the Notice by Notification No. S. R. O. 1240(I)/2017 dated December 06, 2017 is set out below:

S.No.

Requirement

Information

i.

Name of the associated company or

TPL Trakker Limited

associated undertaking

ii.

Basis of relationship

Associated Company

iii.

Earnings per share for the last three

Earnings per Share:

years of the Associated Company

2023(HY): Rs. 0.14 2022: Rs. 1.05 2021: Rs. (0.64)

iv.

Break-up value per share, based on latest

PKR 10.58 per share

audited financial statements

v.

Financial position of the associated

The extracts of the reviewed balance sheet and profit and

company

loss account of the associated company as at and for the

half year ended Dec 31, 2022 is as follows:

Balance Sheet

Rupees

Non-current assets

2,815,632,289

Other assets

3,775,897,946

Total Assets

6,591,530,235

Total Liabilities

4,150,654,131

Represented by:

Paid up capital

1,872,630,930

Capital Reserve

202,650,046

Accumulated profits

70,576,457

Other components of equity

295,018,671

Equity

2,440,876,104

Profit and Loss - HY 2023

Profit before interest and

taxation

294,057,531

Financial charges

-254,559,318

Profit before taxation

39,498,213

Taxation

-13,149,551

Profit after taxation

26,348,662

Annual Report 2022

S.No.

Requirement

Information

vi

In case of investment in a project of an

N/A

associated company / undertaking that

has not commenced operations, in

addition to the information referred to

above, the following further information

is also required:

a)

a description of the project and

its history since conceptualization;

b)

starting date and expected date

of completion;

c)

time by which such project

shall become commercially

operational;

d)

expected return on total capital

employed in the project; and

e)

funds invested or to be invested

by the promoters distinguishing

between cash and non-cash

amounts;

vii.

Maximum amount of investment/

PKR 300 million

advance to be made

viii.

Purpose, benefits likely to accrue to the

To ensure continuity of supply of tracking units used in insured

investing company and its members

vehicles

from such investment and period of

investment;

ix.

Sources of funds to be utilized for

Available cash and bank balances.

investment and where the investment is

intended to be made using borrowed

funds,-

  1. justification for investment through borrowings;
  2. detail of collateral, guarantees provided and assets pledged for obtaining such funds; and
  3. cost benefit analysis;

x.

Salient features of the agreement(s), if

The advance is provided to ensure continuity of supply of

any, with associated company or

tracking units. The advance carries markup at the rate of

associated undertaking with regards to

KIBOR + 3.5% with a floor of 10% per annum

the proposed investment;

xi.

Direct or indirect interest, of directors,

TPL Trakker Limited is a subsidiary of TPL Corp Limited, the

sponsors, majority shareholders and their

parent Company of TPL Insurance Limited

relatives, if any, in the associated

company/undertaking or the transaction

under consideration

Annual Report 2022

S.No.

Requirement

Information

  1. In case any investment in associated The advance was provided in the past and carried mark-

company or associated undertaking has

up at KIBOR + 3.5% per annum

already been made, the performance

review of such investment including

complete information/justification for

any impairment or write offs; and

xiii.

Any other important details necessary

N/A

for the members to understand the

transaction;

xiv.

Category-wise amount of investment;

Advance against supply of tracking units upto Rs. 300 million

xv.

Average borrowing cost of the investing

Current 1 year KIBOR is 21.28% per annum on 03rd March 2023

company or in case of absence of

borrowing the KIBOR (Karachi Inter Bank

Offered Rate) for the relevant period

xvi

Rate of interest, mark up, profit, fees or

The advance carries markup at the rate of 1 year KIBOR +

commission etc. to be charged by

3.5% with a floor of 10%

investing company;

xvii.

Particulars of collateral or security to be

The advance is unsecured

obtained in relation to the proposed

investment;

xviii.

If the investment carries conversion

Advance is not convertible

feature i.e. it is convertible into securities,

this fact along with terms and conditions

including conversion formula, circum-

stances in which the conversion may take

place and the time when the conversion

may be exercisable; and

xix.

Repayment schedule and terms and

Advance is adjustable against the invoices for rental of

conditions of loans or advances to be

tracking units and monitoring fee on a monthly basis.

given to the associated company or

associated undertaking.

To offer, issue and allot shares under TPL Insurance Limited Employee Stock Option Scheme 2020 (the ESOP Scheme)

With an objective to attract, retain and motivate the best talent, the Board of Directors (the Board) of the Company has proposed to issue, offer, and allot options exercisable into equity shares of the Company of nominal value of Rs.10 each up to 500,000 shares under TPL Insurance Limited Employee Stock Option Scheme 2020 (the ESOP scheme), to the employees, duly determined by the Board and its Human Resource

  • Remuneration/Compensation Committee for the vesting period of 2 years at price of Rs.10 per share (exercise price) exercisable within a period of 6 months.

To circulate the annual audited financial statements to its members through QR enabled code and weblink:

In pursuance of S.R.O. 389 (I)/2023 dated March 21, 2023 of the Securities and Exchange Commission of Pakistan ("the SECP"), the members are requested to authorize the Company to circulate the annual audited financial statements to its members through QR enabled code and weblink.

Annual Report 2022

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TPL Insurance Ltd. published this content on 05 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 April 2023 05:20:03 UTC.