UDL Modaraba Management Private : Notice of Annual Review Meeting

Notice of Annual Review Meeting

Notice is hereby given to the certificate holders of the First UDL Modaraba ("FUDLM") that the 22nd Annual Review Meeting of the certificate holders will be held at NBFI & Modaraba Association of Pakistan, Office No. 602, Progressive Centre, 30-A,Block-6, PECHS, Shahrah-e-Faisal, Karachi on Wednesday, October 26, 2022 at 9:30 a.m. to transact the following business:

Ordinary Business

1. To confirm the minutes of the last Annual Review Meeting held on October 27, 2021.

1. To receive, consider and adopt the audited financial statements for the year ended June 30, 2022 together with the Chairman, Director, Shariah Advisor and independent Auditors reports thereon.
2. To inform certificate holders of declared final cash dividend @9% i.e. Rs.0.90 per certificate for the financial year ended June 30, 2022. In addition to final, an interim dividend @10% i.e. Rs.1-/ per certificate.
3. To inform the certificate-holders regarding the appointment of Auditors and to fix their remuneration for the year ending June 30, 2023. (Subject to approval by the Registrar Modarabas).

Special Business

5. To consider and approve for conversion of FUDLM into a Public Limited Company if thought fit to pass the following proposed resolution with or without modification Statement under Section 134(3) of the Companies Act, 2017.

"RESOLVED that, subject to requisite approval of the Registrar of Modarabas, the Securities and Exchange Commission and approval of the certificate holders, First UDL Modaraba ("FUDLM") be converted into a public limited company incorporated under the laws of Pakistan, by way of its merger with and into UDL International Limited (a company incorporated under the laws of Pakistan solely for the purpose of merger) ("UDIL").

RESOLVED that the Diminishing Musharika portfolio of FUDLM, shall simultaneously, upon its merger with UDIL, be further hived down to an Investment Finance Services Company, by incorporating a new wholly owned subsidiary company of UDIL i.e. the (Proposed) UDL Financial Services Limited ("UFSL"), or any other name available with SECP.

RESOLVED that merger of FUDLM with and into UDIL and simultaneous hiving down of Diminishing Musharika portfolio to UFSL shall be pursuant to a Scheme of Arrangement to be filed under a petition for sanction by the High Court of Sindh at Karachi in terms of Sections 279-283 and 285 of the Companies Act, 2017, read with SRO 840(1)/2017 dated August 17, 2017 (Scheme of Arrangement (Modaraba)), with the surviving entity being, UDIL which will be procured to be listed on PSX under a direct listing process in lieu of amalgamation of FUDLM with and into UDIL.

FURTHER RESOLVED that the Chief Executive or Chief Financial Officer be and is hereby authorized to appoint the legal Counsel and/or accounting consultants and prepare the Scheme of Arrangement for approval of the Board and to implement such changes to the extent required / advised and to process the application(s) / petition(s) for obtaining all requisite consents from competent regulatory authorities, secured creditors, the Registrar of Modarabas, the Securities and Exchange Commission of Pakistan and the High Court of Sindh at Karachi and take all actions necessary or required for implementing the Scheme of Arrangement (Modaraba) in terms thereof and all incidental actions in respect of the same and to make appropriate disclosures to PSX and SECP as required."

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Transfer of Book Closure

1. The certificate holders whose names appear on the register of certificate holders of FUDLM on the close of business as on October 19, 2022 would be eligible to attend the Annual Review Meeting.
2. The Management of the Modaraba has approved the final Cash Dividend @9% i.e. Rs.0.90 per certificate. The certificate transfer books of the Modaraba will remain closed from October 20, 2022 to October 26, 2022 (both days inclusive). Transfers that are received in order at the office of our Registrar, CDC Registrar Services Ltd., CDC House, Shahrah-e-Faisal, Karachi before the close of business hours on Wednesday, October 19, 2022 would be eligible.
3. The Certificate holders of First UDL Modaraba are notified that the annual financial statements for the year ended June 30, 2022 have been uploaded at the company's websitehttp://www.udl.com.pk

	-Sd-
Karachi	By Order of the Board
October 05, 2022	Syed Aamir Hussain
	Company Secretary

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-Sd-
ANNUAL REPORT 2022	63

Statement of Material Facts

Under Section 134(3) of the Companies Act 2017

Special Business

This statement sets out the material facts concerning the special business to be transacted at the ARM of the Modaraba to be held on October 26, 2022.

Agenda Item 5 - Conversion of First UDL Modaraba (FUDLM) into a Public Limited Company

In a meeting of the Board of Directors' held on September 26, 2022, the Board of Directors' of UDL Modaraba Management (Private) Limited has resolved and granted in principle approval for the conversion of FUDLM into a public limited company by way of its merger with and into UDL International Limited (a company incorporated under the laws of Pakistan solely for the purpose of merger) ("UDIL").

Whereas the Diminishing Musharika portfolio of FUDLM, shall simultaneously, upon its merger with UDIL, be further hived down to an Investment Finance Services Company, by incorporating a new wholly owned subsidiary company of UDIL i.e. the (Proposed) UDL Financial Services Limited ("UFSL"), or any other name available with the Securities & Exchange Commission of Pakistan (SECP).

The merger of FUDLM with and into UDIL and simultaneous hiving down of Diminishing Musharika portfolio to UFSL shall be pursuant to a Scheme of Arrangement to be filed under a petition for sanction by the High Court of Sindh at Karachi in terms of sections 279-283 and 285 of the Companies Act, 2017, read with SRO 840(1)/2017 dated August 17, 2017 (Scheme of Arrangement (Modaraba)), with the surviving entity being, UDIL which will be procured to be listed on PSX under a direct listing process in lieu of amalgamation of FUDLM with and into UDIL, subject to the approval of the Registrar of Modarabas, the Securities & Exchange Commission of Pakistan, the Hon'ble High Court of Sindh at Karachi and other relevant authorities in terms of Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980, the Companies Act, 2017 and other laws.

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