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:
-
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." - 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." - 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:
-
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." - 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,- |
- justification for investment through borrowings;
- detail of collateral, guarantees provided and assets pledged for obtaining such funds; and
- 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 |
- 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.