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TPL Corp Limited Proxy Solicitation & Information Statement 2024
72463_rns_2024-11-06_d6310cc4-71b6-4a6e-b758-9e3e60a89f6f.pdf
Proxy Solicitation & Information Statement
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TPL Corp Limited
Notice of Annual General Meeting
For the year ended June 30, 2024
Notice is hereby given that the Annual General Meeting ("AGM") of TPL Corp Limited ("Company") will be held on Wednesday, November 27, 2024 at 12.00 Noon. at the Institute of Chartered Accountants of Pakistan Institute of Chartered Accountants of Pakistan (ICAP) Auditorium, Chartered Accountants Avenue, Block 8 Clifton, Karachi, to transact the following business:
ORDINARY BUSINESS:
- To approve the minutes of the Annual General Meeting held on October 23, 2023.
"RESOLVED THAT the minutes of Annual General Meeting of TPL Corp Limited held on October 23, 2023 at 12:00 pm be and are hereby approved."
- To receive, consider and adopt the Annual Standalone and Consolidated Audited Financial Statements of the Company together with the Directors', Auditors' and Chairman's Review Report thereon for the year ended June 30, 2024.
"RESOLVED THAT the Annual Audited Financial Statements of TPL Corp Limited, together with the Chairman's Review Report, Directors' and Auditors' Report thereon for the year ended June 30, 2024 be and are hereby approved."
- To appoint Auditors for the year ending June 30, 2025, and fix their remuneration. M/s. BDO Ebrahim & Co., Chartered Accountants have retired. The Board of Directors, on the recommendation of the Audit Committee, proposes the appointment of M/s. Grant Thornton Anjum Rahman, Chartered Accountants, as the auditors of the Company for the year ending 30 June, 2025.
"RESOLVED THAT M/s. Grant Thornton Anjum Rahman, Chartered Accountants be and are hereby appointed as Auditors of M/s. TPL Corp Limited on the basis of consent received from them, at a fee mutually agreed for the period ending June 30, 2025."
-
To elect directors of the Company for a three-year term. The Board of the directors in its meeting fixed the number of directors at Eight (8). The term of the following Eight (8) directors, in pursuance to the Section 158 of the Companies Act, 2017, stands expired:
-
Mr. Jameel Yusuf Ahmed S.St
- Mr. Muhammad Ali Jameel
- Mr. Bilal Alibhai
- Ms. Sabiha Sultan Ahmad
- Mr. Nadeem Arshad Elahi
- Vice Admiral (R) Muhammad Shafi HI(M)
- Major General (R) Syed Zafar-ul-Hassan Naqvi
- Mr. Mark Dean Rousseau
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 the equity investment of up to Rs.350 Million and an advance of up to Rs.150 Million to the subsidiary company, Dar Es Salaam Textile Mills Limited.*
"RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for an equity investment up to 350 Million and an advance of up to Rs. 150 Million to the subsidiary company, Dar Es Salaam Textile Mills Limited."
- To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for the advance of up to Rs.500 Million to the holding company, TPL Holdings (Private) Limited.
RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for an advance of up to Rs 500 Million to the holding company i.e. TPL Holdings (Private) Limited.
- To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for an advance of up to Rs 500 Million to the Subsidiary company, TPL Trakker Limited.
RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for an advance of up to Rs.500 Million to TPL Trakker Limited.
- To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for an advance and/or an equity investment of up to Rs 250 Million in the subsidiary company, TPL E-Ventures (Private) Limited.
RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for an advance and/or an equity investment of up to Rs. 250 Million in TPL E-Ventures (Private) Limited.
- To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for an advance and/ or equity investment up to Rs. 150 Million to the subsidiary, TPL Security Services (Private) Limited.
RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for an advance and/ or equity investment of up to Rs.150 Million to TPL Security Services (Private) Limited.
- To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for an advance of up to Rs.50 million to the associated company, TPL REIT Management Company Limited.
RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for an advance of up to Rs. 50 Million to TPL REIT Management Company Limited.
- To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for an advance of up to Rs. 200 Million to the subsidiary company, TPL Insurance Limited.
RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for an advance of up to Rs. 200 Million to TPL Insurance Limited.
- To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for an advance of up to Rs.200 Million to the associated company, TPL Properties Limited.
RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for an advance of up to Rs.200 Million to TPL Properties Limited.
- To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for an advance of up to Rs.50 million to the associated company, Astra Location Services (Private) Limited.
RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for an advance of up to Rs. 50 Million to Astra Location Services (Private) Limited.
- To consider and if thought fit, to pass with or without modification, special resolution for revision of remuneration of non-executive directors, as determined by the Board of Directors of the Company, from PKR 100,000/- to PKR 150,000/- per meeting (including sub-committee meetings).
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RESOLVED THAT pursuant to Section 170 of the Companies Act, 2017 read along with Articles of Association of the Company, approval of the members be and is hereby accorded to the Board of Directors of the Company, for the revision of remuneration of non-executive directors of the Company from PKR 100,000/- to PKR 150,000/- per meeting (including sub-committee meetings).
Name to be changed as TPL Life Insurance Limited
ANY OTHER BUSINESS:
- To transact any other business with the permission of the Chairman.
By Order of the Board
Shayan Mufti
Company Secretary
Karachi, November 06, 2024
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Notes:
- Registration to attend Annual General Meeting through Electronic Means:
a. In the light of relevant guidelines issued by the Securities and Exchange Commission of Pakistan (SECP) from time to time, including vide letter No. SMD/SE/2/(20)/2021/117 date December 15, 2021, members are encouraged to participate in the Annual General Meeting ("AGM") through electronic facility organized by the Company.
b. To attend the AGM through electronic means, the Members are requested to register themselves by providing the following information through email at [email protected] at least forty-eight (48) hours before the AGM.
| Name of Shareholder | CNIC/NTN No. | Folio No/CDC A/c No. | Cell Number | Email Address |
|---|---|---|---|---|
c. Members will be registered, after necessary verification as per the above requirement, and will be provided a video-link by the Company via email.
d. The login facility will remain open from 11:50 AM till the end of AGM.
- Closure of Share Transfer Books:
The Share Transfer Book of the Company will remain closed from November 21, 2024 to November 27, 2024 (both days inclusive). Share Transfers received at THK Associates (Pvt.) Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A., Phase VII, Karachi-75500, Pakistan by the close of business hours (5:00 PM) on November 20, 2024, will be treated as being in time for the purpose of above entitlement to the transferees.
- Participation in the AGM:
All members, whose names appear in the register of members of the Company as on November 20, 2024, are entitled to attend (in person or by video link facility or through Proxy) the AGM and vote there at. A proxy duly appointed shall have such rights as respect to the speaking and voting at the AGM as are available to a member. Duly filled and signed Proxy Form must be received at the Registrar of the Company, THK Associates (Pvt.) Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A., Phase VII, Karachi-75500, Pakistan, not less than 48 hours before the AGM.
- For Attending the AGM:
i. In case of individual, the Account holder and/or Sub-account holder whose registration details are uploaded as per the CDC regulations, shall authenticate his/her identity by providing copy of his/her valid CNIC or passport along with other particulars (Name, Folio/CDS Account Number, Cell Phone Number) via email to aforementioned ID and in case of proxy must enclose copy of his/her CNIC or passport.
ii. In case of corporate entity, the Board of Directors' resolution / power of attorney with specimen signature of the nominee shall be provided via email to aforementioned ID.
- Change of Address:
Members are requested to immediately notify the change, if any, in their registered address to the Share Registrar, THK Associates (Pvt.) Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A., Phase VII, Karachi-75500, Pakistan.
- Conversion of Physical Shares into the Book Entry Form:
The SECP through its letter No. CSD/ED/Misc/2016- 639-640 dated March 26, 2021 has advised listed companies to adhere to provisions of Section 72 of the Companies Act, 2017 by replacing physical shares issued by them into book entry form.
The shareholders of the Company having physical folios / share certificates are requested to convert their shares from physical form into book-entry form as soon as possible. The shareholders may contact their Broker, CDC Participant or CDC Investor Account Service Provider for assistance in opening a CDS Account and subsequent conversion of the physical shares into book-entry form. It would facilitate the shareholders in many ways including safe custody of shares, avoidance of formalities required for the issuance of duplicate shares, etc. For further information and assistance, the shareholders may contact our Share Registrar, THK Associates (Private) Limited.
7. Video Conferencing Facility
The Company shall provide video conference facility to its members for attending the AGM at places other than the town in which the AGM is taking place, provided that if members, collectively holding 10% (ten percent) or more shareholding residing at a geographical location, provide their consent to participate in the meeting through video conference at least 7 days prior to date of the AGM, the Company shall arrange video conference facility in that city, subject to availability of such facility in that city.
In this regard, please fill the enclosed form and submit the same to the registered address of the Company 7 days before holding of the AGM. The Company will, if such facility is available, intimate members regarding venue of video conference facility at least 5 days before the date of AGM along with complete information necessary to enable them to access such facility.
Pursuant to the Regulation 4 of the Companies (Postal Ballot) Regulation 2018, the right to vote through electronic voting facility and voting by post in respect of Election of Directors shall be provided to the members, if the number of person who offer themselves to be elected is more than the number of directors fixed by board of Directors of the Company.
8. For Voting for Special Agenda Items:
a. Voting through Ballot Paper:
In accordance with regulation 8(2) of the Companies (Postal Ballot) Regulations, 2018, Members have the option to cast their votes using the enclosed ballot paper, a copy of which is also accessible on the Company's website. The duly filled in ballot paper should reach the chairman of the meeting through email at [email protected] or through post to 20th Floor, Sky Tower-East Wing, Dolmen City, HC-3, Block 4, Abdul Sattar Edhi Avenue, Clifton, Karachi, no later than one day prior to the AGM, during working hours.
b. Electronic Voting:
In accordance with Regulation 4(4) of the Companies (Postal Ballot) Regulations, 2018, Members also have the option to cast their votes through e-voting. To facilitate this, THK Associates (Private) Limited, the e-voting service provider, will send an email on November 21, 2024, to members containing the web address, login details, password, and other necessary information. The facility for e-voting shall open on November 21, 2024 and shall close at 1700 hours (Pakistan Standard Time) on November 26, 2024.
9. For Election of Directors:
In accordance with Section 159(1) of the Companies Act, 2017, the number of directors to be elected has been fixed at Eight (8) by the Board of Directors of the Company. In terms of section 159 (3) of the Companies Act, 2017, any person who seeks to contest election to the office of a director, whether he is a retiring director or otherwise, shall file with the Company at its Registered Office, not later than fourteen (14) days before the date of this meeting, the following documents:
a. Notice of his/her intention to offer himself/ herself for election as a Director under any of the following category in which he/ she intend to contest.
i. Independent Director
ii. Female Director
iii. Other Director
Provided that any such person may, at any time before the holding of election, withdraw such notice.
b. Consent to act as a Director u/s 167 of the Companies Act, 2017, along with the copy of the valid CNIC/ Passport and Taxpayer Registration Certificate.
c. A detailed profile along with office address.
d. A Declaration confirming that:
i. He/ she is aware of the duties of directors under the Companies Act, 2017, the Memorandum and Article of Association and all applicable laws and regulations.
ii. He/ she does not violate any of the provisions or conditions prescribed by SECP for holding such office and further that such person shall fully comply with all the SECP directives issued or to be issued by the SECP in the form of circulars, notifications, directions, letters, instructions, and other orders.
iii. He/ she is not ineligible to become a director of the Company under any applicable laws and regulations.
iv. He/ she is not serving as a director of more than seven listed companies including this Company and excluding directorships in listed subsidiaries of listed holding companies.
No Director have direct or indirect interest in the above said business other than as shareholders of the Company and they are eligible to contest the election for directorship.
Pursuant to the Regulation 4 of the Companies (Postal Ballot) Regulation 2018, the right to vote through electronic voting facility and voting by post in respect of Election of Directors shall be provided to the members, if the number of persons who offer themselves to be elected is more than the number of directors fixed by board of directors of the Company.
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Statement of Material Facts
under Section 134(3) of the Companies Act, 2017 relating to the said Special Business:
Equity investment of up to PKR 350 Million and advance of up to 150 Million to Dar Es Salaam Textile Mills Limited (DSML):
The Company is desirous of making an equity investment of up to Rs. 350 Million and advance of up to Rs. 150 Million in Dar Es Salaam Textile Mills Limited. The same has been approved/recommended by the Board of Directors of the Company in its meeting held on October 02, 2024.
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 associated undertaking | Dar Es Salaam Textile Mills Limited | |
| ii. | Basis of relationship | Subsidiary Company | |
| iii. | Earnings / (Loss) per share for the last three years of the Associated Company | FY2023-24: PKR. (1.44) per share | |
| FY2022-23: PKR. (1.05) per share | |||
| FY2021-22: PKR. (3.07) per share | |||
| iv. | Break-up value per share, based on latest reviewed financial statements | As at June 30, 2024: PKR. 1.41 per Share | |
| v. | Financial position (main items of statement of financial position and profit and loss account on the basis of latest financial statements) of the associated company | The extracts of the reviewed balance sheet and profit and loss account of the associated company as at and for the period ended June 30, 2024 is as follows: | |
| Balance Sheet | Rupees | ||
| Non-current assets | 218,744 | ||
| Other assets | 1,107,091 | ||
| Total Assets | 1,325,836 | ||
| Total Liabilities | 1,010,192 | ||
| Represented by :Paid up capital | 2,245,000 | ||
| Advance against right shares | 90,000 | ||
| Capital Reserve | - | ||
| Accumulated (loss) | (2,519,728) | ||
| Surplus on Revaluation of Fixed Assets | - | ||
| Equity | 315,642 | ||
| Profit and Loss | |||
| (Loss) before interest and taxation | (375,641) | ||
| Financial charges | (21,599) | ||
| (Loss) before taxation | (394,240) | ||
| Taxation | (1,944) | ||
| (Loss) after taxation | (399,184) | ||
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| S.No. | Requirement | Information |
|---|---|---|
| vi. | In case of investment in a project of an 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; | TPL Life has already commenced its operations; accordingly, this section is not applicable. | |
| vii. | Maximum amount of investment to be made | PKR. 350M as Equity & PKR. 150 as Advance |
| viii. | Purpose, benefits likely to accrue to the investing company and its members from such investment and period of investment; | Purpose: To meet the funding requirement of the subsidiary company |
| Benefits: Value appreciation of the investment | ||
| ix. | Sources of funds to be utilized for investment and where the investment is intended to be made using borrowed funds,- | |
| (i) justification for investment through borrowings; | ||
| (ii) detail of collateral, guarantees provided and assets pledged for obtaining such funds; and | ||
| (iii) cost benefit analysis; | Own and/or borrowed: | |
| i) To meet the funding requirement of the subsidiary company | ||
| ii) Shares of group companies | ||
| iii) a). Estimated 3 month KIBOR + 2.5%; | ||
| b). markup equivalent to borrowing cost + projected returns in shape of dividend and / or value appreciation is expected to be much higher | ||
| x. | Salient features of the agreement(s), if any, with associated company or associated undertaking with regards to the proposed investment; | The Agreement was executed between TPL Corp Limited and Dar Es Salaam Textile Mills Limited on October 02, 2024 for the renewal of an equity investment of PKR 350 Million and renewal of Advance of PKR 150 Million as per the rate given at serial No. XXII, repayable as per repayment schedule given at serial No. XXV of this material fact. |
The validity of the Agreement is one year and shall be renewed as per the mutual consent of both parties.
In case of any dispute between the Companies, the Companies shall first be referred to Arbitration which will be conducted in accordance with the Arbitration Act 1940. |
| S.No. | Requirement | Information | ||
|---|---|---|---|---|
| xi. | Direct or indirect interest, of directors, sponsors, majority shareholders and their relatives, if any, in the associated company/ undertaking or the transaction under consideration | The directors of the Company are solely interested to the extent of their directorships and shareholdings in the Company. Following are the common directors of TPL Life Insurance and the Company: | ||
| Name of Director | Shareholding in TPLT | Shareholding in TPLP | ||
| Jameel Yususf | 0 | 500 | ||
| Ali Jameel | 0 | 500 | ||
| xii. | In case any investment in associated company or associated undertaking has already been made, the performance review of such investment including complete information/ justification for any impairment or write offs; and | Equity Investment 2023-24: PKR. 165 Million Advances as at June 30, 2024 PKR. 2.22 Million Performance Review: ● Technological & Business developments: Muavin virtual agent platform launched - 75,000+ sign ups within first six month of launch Also refer to Serial # V above Impairment/Write-Off: NIL | ||
| xiii. | Any other important details necessary for the members to understand the transaction; | No additional information | ||
| xiv. | maximum price at which securities will be acquired; | At par value | ||
| xv. | In case the purchase price is higher than market value in case of listed securities and fair value in case of unlisted securities, justification thereof | At Par value | ||
| xvi. | maximum number of securities to be acquired | 35 Million shares | ||
| xvii. | number of securities and percentage thereof held before and after the proposed investment | Before: 211,496,000 shares (94.21%) After: 246,496,000 shares (94.99%) | ||
| xviii. | Current and preceding twelve weeks' weighted average market price where investment is proposed to be made in listed securities; | Not Applicable as the investment/advance is proposed in an unlisted company | ||
| xix. | Fair value determined in terms of sub-regulation (1) of regulation 5 for investments in unlisted securities | PKR. 7.22 per share | ||
| xx. | Category-wise amount of investment; | Equity Investment: Upto PKR. 350 Million Advances: Up to PKR. 150 Million | ||
| xxi. | Average borrowing cost of the investing company or in case of absence of borrowing the KIBOR (Karachi Inter Bank Offered Rate) for the relevant period. | The average estimated borrowing cost of the company is 3 months KIBOR + 2.5% per annum |
| S.No. | Requirement | Information |
|---|---|---|
| xxii. | Rate of interest, mark up, profit, fees or commission etc. to be charged by investing company; | Equity Investment: NIL Advances: Markup / Profit @ 3 months KIBOR + 2.5% per annum |
| xxiii. | Particulars of collateral or security to be obtained in relation to the proposed investment; | The advance is unsecured |
| xxiv. | If the investment carries conversion feature i.e. it is convertible into securities, this fact along with terms and conditions including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; and | Equity: None, as the approval is to directly inject into equity/purchase shares of investee company Advances: May be converted into equity at par value/exercise price, subject to the approvals (if any) and at the option of investing company |
| xxv. | Repayment schedule and terms and conditions of loans or advances to be given to the associated company or associated undertaking. | Repayment in 1 year or earlier as per the availability of funds with the investee company and on demand by the investing company |
| xxvi. | Sources of funds from where loans or advances will be given | Own and/or borrowed funds |
| xxvii. | Where loans or advances are being granted using borrowed funds: a) justification for granting loan or advance out of borrowed funds; b) detail of guarantees / assets pledged for obtaining such funds, if any; and c) repayment schedules of borrowing of the investing company | a. To meet the funding requirement of the subsidiary company b. Shares of group companies c. Quarterly payments |
| xxviii. | Particulars of collateral or security to be obtained in relation to the proposed investment; | The loan/advance is unsecured |
| xxix. | If the loans or advances carry conversion feature i.e. it is convertible into securities, this fact along with complete detail including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; | Advances: May be converted into equity at par value/exercise price, subject to the approvals (if any) and at the option of investing company |
| xxx. | Repayment schedule and terms of loans or advances to be given to the investee company | Repayment in 1 year or earlier as per the availability of funds with the investee company and on demand by the investing company |
Advance of up to Rs. 500 Million to TPL Holdings (Private) Limited:
TPL Corp Limited (the "Company") is desirous to extend an advance to TPL Holdings (Private) Limited. The advance of up to Rs. 500 Million has been approved/recommended by the Board of Directors of the Company in its meeting held on October 02, 2024.
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 associated undertaking | TPL Holdings (Private) Limited |
| ii. | Basis of relationship | Holding Company |
| iii. | Earnings / (Loss) per share for the last three years of the Associated Company | FY2023-24: |
| FY2022-23: PKR. 6.19 per share; | ||
| FY-2021-22: PKR. (34.90) per share | ||
| iv. | Break-up value per share, based on latest financial statements | As at June 30, 2024: |
| v. | Financial position of the associated company | The extracts of the balance sheet and profit and loss account of the associated company as at and for the period ended June 30, 2024 is as follows: |
| Balance Sheet | Rupees | |
| Non-current assets | ||
| Other assets | ||
| Total Assets | ||
| Total Liabilities | ||
| Represented by: | ||
| Paid up capital | ||
| Share Premium Reserve | ||
| Capital Reserve | ||
| Accumulated (loss) | ||
| Equity | ||
| Profit and Loss | ||
| Profit/(Loss) before interest and taxation | ||
| Financial charges | ||
| (Loss) before taxation | ||
| Taxation | ||
| Profit/(Loss) after taxation |
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| S.No. | Requirement | Information |
|---|---|---|
| vi | In case of investment in a project of an 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; | TPL Holdings (Private) Limited has already commenced its operations, accordingly this section is not applicable. |
| vii. | Maximum amount of investment to be made | PKR. 500 Million |
| viii. | Purpose, benefits likely to accrue to the investing company and its members from such investment and period of investment; | Purpose: To make investments
Benefits: Markup on advances at the rate of 6 month KIBOR + 3% per annum |
| ix. | Sources of funds to be utilized for investment and where the investment is intended to be made using borrowed funds,-
(i) justification for investment through borrowings;
(ii) detail of collateral, guarantees provided and assets pledged for obtaining such funds; and
(iii) cost benefit analysis; | Own and/or borrowed:
i) To bridge the funding requirement gap / timing difference for operational requirements
ii) Shares of group companies
iii) a). Estimated 3 month KIBOR + 2.5%;
iv) b). Estimated Markup/Profit on advances at the rate of 6 month KIBOR + 3% |
| x. | Salient features of the agreement(s), if any, with associated company or associated undertaking with regards to the proposed investment; | The Agreement was executed between TPL Corp Limited and TPL Holdings (Private) Limited on October 02, 2024 for the Advance of PKR 500 Million as per the rate given at serial No. XVI, repayable as per repayment schedule given at serial No. XIX of this material fact.
The validity of the Agreement is one year and shall be renewed as per the mutual consent of both parties.
In case of any dispute between the Companies, the Companies shall first be referred to Arbitration which will be conducted in accordance with the Arbitration Act 1940 |
Annual Report 2023-2024
| S.No. | Requirement | Information | ||
|---|---|---|---|---|
| xi. | Direct or indirect interest, of directors, sponsors, majority shareholders and their relatives, if any, in the associated company/ undertaking or the transaction under consideration | The directors of the Company are solely interested to the extent of their directorships and shareholdings in the Company. | ||
| Following are the common directors of TPL Holdings (Private) Limited and the Company: |
Name of Director Shareholding in TPLC Shareholding in TPLH
Jameel Yususf 0 388,570
Ali Jameel 0 3,061,030 | | |
| xii. | In case any investment in associated company or associated undertaking has already been made, the performance review of such investment including complete information/ justification for any impairment or write offs; and | No such investment has been made during the year | | |
| xiii. | Any other important details necessary for the members to understand the transaction; | no other information | | |
| xiv. | Category-wise amount of investment; | Advances: PKR. 500 Million | | |
| xv. | Average borrowing cost of the investing company or in case of absence of borrowing the KIBOR (Karachi Inter Bank Offered Rate) for the relevant period | The average estimated borrowing cost of the company is 3 months KIBOR + 2.5% per annum | | |
| xvi | Rate of interest, mark up, profit, fees or commission etc. to be charged by investing company; | Advances: Estimated Markup/profit @ 6 months KIBOR + 3% per annum | | |
| xvii. | Particulars of collateral or security to be obtained in relation to the proposed investment; | The advance is unsecured | | |
| xviii. | If the investment carries conversion feature i.e. it is convertible into securities, this fact along with terms and conditions including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; and | The said investment does not carry conversion feature | | |
| xix. | Repayment schedule and terms and conditions of loans or advances to be given to the associated company or associated undertaking. | Repayment in 1 year or earlier as per the availability of funds with the investee company and on demand by the investing company | | |
| xx. | Sources of funds from where loans or advances will be given | Own and/or borrowed funds | | |
| S.No. | Requirement | Information |
|---|---|---|
| xxi. | Where loans or advances are being granted using borrowed funds: | |
| a) justification for granting loan or advance out of borrowed funds; | ||
| b) detail of guarantees / assets pledged for obtaining such funds, if any; and | ||
| c) repayment schedules of borrowing of the investing company | a. To bridge the funding requirement gap / timing difference for operational requirements | |
| b. Shares of group companies | ||
| c. Quarterly Payments | ||
| xxii. | Particulars of collateral or security to be obtained in relation to the proposed investment; | Advance is unsecured |
| xxiii. | If the loans or advances carry conversion feature i.e. it is convertible into securities, this fact along with complete detail including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; | The said investment does not carry conversion feature |
| xxiv | Repayment schedule and terms of loans or advances to be given to the investee company | Repayment in 1 year or earlier as per the availability of funds with the investee company and on demand by the investing company |
Advance of up to Rs..500 Million to TPL Trakker Limited:
TPL Corp Limited (the "Company") is desirous to extend an advance to TPL Trakker Limited. The advance of up to Rs. 500 Million has been approved/recommended by the Board of Directors of the Company in its meeting held on October 02, 2024.
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 associated undertaking | TPL Trakker Limited |
| ii. | Basis of relationship | Subsidiary Company |
| iii. | Earnings / (Loss) per share for the last three years of the Associated Company | FY-2023-24: PKR.0.72 per share |
| FY-2022-23: PKR. (0.23) per share | ||
| FY-2021-22: PKR. 1.05 per share | ||
| iv. | Break-up value per share, based on latest audited financial statements | As at June 30, 2024: PKR. 13.39 per share |
| v. | Financial position of the associated company | The extracts of the Audited balance sheet and profit and loss account of the associated company as at and for the period ended June 30, 2024 is as follows: |
| Balance Sheet | Rupees | |
| Non-current assets | 3,680,056 | |
| Other assets | 2,549,857 | |
| Total Assets | 6,229,913 | |
| Total Liabilities | 3,722,635 | |
| Represented by: | ||
| Paid up capital | 1,872,631 | |
| Capital Reserve | 202,650 | |
| Accumulated (loss) / Profit | 136,978 | |
| Equity | 2,507,278 | |
| Profit and Loss | ||
| (Loss) before interest and taxation | (380,705) | |
| Financial charges | (515,041) | |
| Profit before taxation | 134,336 | |
| Taxation | 68,842 | |
| Profit/(Loss) after taxation | 135,024 |
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| S.No. | Requirement | Information |
|---|---|---|
| vi | In case of investment in a project of an 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; | TPL Trakker has already commenced its operations, accordingly this section is not applicable. |
| vii. | Maximum amount of investment / Advance to be made | PKR. 500 Million |
| viii. | Purpose, benefits likely to accrue to the investing company and its members from such investment and period of investment; | To facilitate the subsidiary company, meet its operating requirements
Benefits: Markup on advances at the rate of 3 month KIBOR + 2.5% and/or Value appreciation |
| ix. | Sources of funds to be utilized for investment and where the investment is intended to be made using borrowed funds,-
(i) justification for investment through borrowings;
(ii) detail of collateral, guarantees provided and assets pledged for obtaining such funds; and
(iii) cost benefit analysis; | Own and/or borrowed:
i) To facilitate the subsidiary company, meet its operating requirements
ii) Shares of group companies
iii) a. Estimated 3 month KIBOR + 2.5%;
b. markup equivalent to borrowing cost + projected returns in shape of dividend or value appreciation is expected to be much higher |
| x. | Salient features of the agreement(s), if any, with associated company or associated undertaking with regards to the proposed investment; | The Agreement was executed between TPL Corp Limited and TPL Trakker Limited on October 02, 2024 for the Advance of PKR 500 Million as per the rate given at serial No. XVI, repayable as per repayment schedule given at serial No. XIX of this material fact.
The validity of the Agreement is one year and shall be renewed as per the mutual consent of both parties. |
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60
| S.No. | Requirement | Information | ||
|---|---|---|---|---|
| xi. | Direct or indirect interest, of directors, sponsors, majority shareholders and their relatives, if any, in the associated company/ undertaking or the transaction under consideration | In case of any dispute between the Companies shall first be referred to Arbitration which will be conducted in accordance with the Arbitration Act 1940 |
The directors of the Company are solely interested to the extent of their directorships and shareholdings in the Company.
Following are the common directors of TPL Trakker and the Company:
Name of Director Shareholding in TPLC Shareholding in TPLT
Jameel Yususf 0 1 | | |
| xii. | In case any investment in associated company or associated undertaking has already been made, the performance review of such investment including complete information/ justification for any impairment or write offs; and | Advances 2023-24: PKR. 2.5Million;
TPL Trakker along with its subsidiary companies has managed to register revenue growth of ~15%, despite severe economic challenges. Operating profit has improved by 100% compared to previous year. Significant progress has been made not only on clientele front but it also introduced new technological products and features, While keeping focus on cost optimization.
Also refer to Serial # V above
Impairment/Write-Off: NIL | | |
| xiii. | Any other important details necessary for the members to understand the transaction; | No additional information | | |
| xiv. | Category-wise amount of investment; | Advance: PKR. 500 Million | | |
| xv. | Average borrowing cost of the investing company or in case of absence of borrowing the KIBOR (Karachi Inter Bank Offered Rate) for the relevant period | The average estimated borrowing cost of the company is 3 months KIBOR + 2.5% per annum | | |
| xvi | Rate of interest, mark up, profit, fees or commission etc. to be charged by investing company; | 3 months KIBOT + 2.5% per annum | | |
| xvii. | Particulars of collateral or security to be obtained in relation to the proposed investment; | The advance is unsecured | | |
| xviii. | If the investment carries conversion feature i.e. it is convertible into securities, this fact along with terms and conditions including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; and | The said investment does not carry conversion feature | | |
| S.No. | Requirement | Information |
|---|---|---|
| xix. | Repayment schedule and terms and conditions of loans or advances to be given to the associated company or associated undertaking. | Repayment in 1 year or earlier as per the availability of funds with the investee company and on demand by the investing company |
| xx. | Sources of funds from where loans or advances will be given | Owned and/or borrowed |
| xxi. | Where loans or advances are being granted using borrowed funds: | |
| a) justification for granting loan or advance out of borrowed funds; | ||
| b) detail of guarantees / assets pledged for obtaining such funds, if any; and | ||
| c) repayment schedules of borrowing of the investing company | A. To facilitate the subsidiary company, meet its operating requirements | |
| B. Shares of group companies | ||
| C. Quarterly Payments | ||
| xxii. | Particulars of collateral or security to be obtained in relation to the proposed investment; | The advance is unsecured |
| xxiii. | If the loans or advances carry conversion feature i.e. it is convertible into securities, this fact along with complete detail including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; | The said investment does not carry conversion feature |
| xiv | Repayment schedule and terms of loans or advances to be given to the investee company | Repayment in 1 year or earlier as per the availability of funds with the investee company and on demand by the investing company |
Advance and/or investment of up to PKR 250 Million in TPL E-Ventures (Private) Limited:
The Company is desirous to extend an advances and/or to make equity investment in TPL E-Ventures (Private) Limited. The advances and/or equity investment of upto Rs.250 Million has been approved/recommended by the Board of Directors of the Company in its meeting held on October 02, 2024.
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 associated undertaking | TPL E-Ventures Private Limited |
| ii. | Basis of relationship | Subsidiary Company |
| iii. | Earnings / (Loss) per share for the last three years of the Associated Company | FY-2023-24: PKR. (4.22) per share |
| FY-2022-23: PKR. 0.56 per share | ||
| FY-2021-22: PKR. 0.534 per share | ||
| FY-2020-21: PKR. (1.74) per share | ||
| iv. | Break-up value per share, based on latest financial statements | PKR. 7.55 per share |
| v. | Financial position (main items of statement of financial position and profit and loss account on the basis of latest financial statements) of the associated company | The extracts of the balance sheet and profit and loss account of the associated company as at and for the period ended June 30, 2024 is as follows: |
| Balance Sheet | Rupees | |
| Non-current assets | 179,242 | |
| Other assets | 6,762 | |
| Total Assets | 186,004 | |
| Total Liabilities | 9,649 | |
| Represented by: | ||
| Paid up capital | 222,199 | |
| Capital Reserve | - | |
| Accumulated (loss)/profit | (45,844) | |
| Surplus on Revaluation of Fixed Assets | - | |
| Equity | 176,355 | |
| Profit and Loss | ||
| (Loss) before interest and taxation | (53,936) | |
| Financial charges | (7,647) | |
| (Loss) before taxation | (85,481) | |
| Taxation | - | |
| (Loss) after taxation | (85,481) |
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| S.No. | Requirement | Information |
|---|---|---|
| vi | In case of investment in a project of an 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; | TPL E-Venture has already commenced its operations, accordingly this section is not applicable. | |
| vii. | Maximum amount of investment to be made | PKR. 250 Million |
| viii. | Purpose, benefits likely to accrue to the investing company and its members from such investment and period of investment; | Purpose: To make investment in Startups |
| Benefits: Value appreciation of the investment; Markup equivalent to the borrowing cost of the investing company | ||
| ix. | Sources of funds to be utilized for investment and where the investment is intended to be made using borrowed funds,- | |
| i) justification for investment through borrowings; | ||
| ii) detail of collateral, guarantees provided and assets pledged for obtaining such funds; and | ||
| iii) cost benefit analysis; | Own and/or borrowed: | |
| i) To facilitate the subsidiary company, meet its investing/ operational requirements | ||
| ii) Shares of group companies | ||
| iii) a. Estimated 3 month KIBOR + 2.5%; | ||
| b. markup equivalent to borrowing cost + projected returns in shape of dividend or value appreciation is expected to be much higher | ||
| x. | Salient features of the agreement(s), if any, with associated company or associated undertaking with regards to the proposed investment; | The Agreement was executed between TPL Corp Limited and TPL E-Ventures (Private) Limited on October 02, 2024 for the renewal of Advance and or investment of PKR 250 Million as per the rate given at serial No. XXII, repayable as per repayment schedule given at serial No. XXV of this material fact. |
The validity of the Agreement is one year and shall be renewed as per the mutual consent of both parties and agreement also includes a conversion feature.
In case of any dispute between the Companies shall first be referred to Arbitration which will be conducted in accordance with the Arbitration Act 1940 |
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60
| S.No. | Requirement | Information |
|---|---|---|
| xi. | Direct or indirect interest, of directors, sponsors, majority shareholders and their relatives, if any, in the associated company/ undertaking or the transaction under consideration | The directors of the Company are solely interested to the extent of their directorships and shareholdings in the Company. |
| There is no common directorship | ||
| xii. | In case any investment in associated company or associated undertaking has already been made, the performance review of such investment including complete information/ justification for any impairment or write offs; and | Equity Investment 2023-24: PKR. 25.7 Million |
| Advances 2023-24: PKR. Nil | ||
| Markup Earned as of now: PKR. 7.7Million | ||
| During the year, TPL E-Venture opted careful strategy (in line with the ongoing economic situations) and instead of making new investments, it has decided to make on follow-on investments in existing portfolios. | ||
| Also refer to serial # V above | ||
| Impairment/Write-Off: 997.7 M | ||
| xiii. | Any other important details necessary for the members to understand the transaction; | No additional information |
| xiv. | maximum price at which securities will be acquired; | At Par Value |
| xv. | In case the purchase price is higher than market value in case of listed securities and fair value in case of unlisted securities, justification thereof | At Par value |
| xvi | maximum number of securities to be acquired | 25 Million Shares |
| xvii. | number of securities and percentage thereof held before and after the proposed investment | Before: 22,219,938 shares (100%) |
| After: 47,219,938 shares (100%) | ||
| xviii. | Current and preceding twelve weeks' weighted average market price where investment is proposed to be made in listed securities; | Not Applicable as the investment/advance is proposed in an unlisted company |
| xix. | Fair value determined in terms of sub-regulation (1) of regulation 5 for investments in unlisted securities | PKR. 13.5 per share |
| xx. | Category-wise amount of investment; | Equity and/or Advance: PKR. 250 Million |
| xxi | Average borrowing cost of the investing company or in case of absence of borrowing the KIBOR (Karachi Inter Bank Offered Rate) for the relevant period | The average estimated borrowing cost of the company is 3 months KIBOR + 2.5% per annum |
| S.No. | Requirement | Information |
|---|---|---|
| xxii. | Rate of interest, mark up, profit, fees or commission etc. to be charged by investing company; | Equity Investment: NIL Advances: Markup / Profit @ 3 months KIBOR + 2.5% per annum |
| xxiii. | Particulars of collateral or security to be obtained in relation to the proposed investment; | The advance is unsecured |
| xiv. | If the investment carries conversion feature i.e. it is convertible into securities, this fact along with terms and conditions including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; and | Advances: Can be converted into equity at par value, subject to the approvals (if any) and at the option of investing company |
| xxv. | Repayment schedule and terms and conditions of loans or advances to be given to the associated company or associated undertaking. | Repayment in 1 year or earlier as per the availability of funds with the investee company and on demand by the investing company |
| xxvi. | Sources of funds from where loans or advances will be given | Own and/or borrowed |
| xxvii. | Where loans or advances are being granted using borrowed funds: a) justification for granting loan or advance out of borrowed funds; b) detail of guarantees / assets pledged for obtaining such funds, if any; and c) repayment schedules of borrowing of the investing company | i) To facilitate the subsidiary company, meet its investing/ operational requirements ii) Shares of group companies iii) Quarterly Payments |
| xxviii. | Particulars of collateral or security to be obtained in relation to the proposed investment; | The advance is unsecured |
| xxix. | If the loans or advances carry conversion feature i.e. it is convertible into securities, this fact along with complete detail including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; | Advances: Can be converted into equity at par value, subject to the approvals (if any) and at the option of investing company |
| xxx. | Repayment schedule and terms of loans or advances to be given to the investee company | Repayment in 1 year or earlier as per the availability of funds with the investee company and on demand by the investing company |
Advance and/or Equity of up to Rs. 150 Million to TPL Security Services (PVT) Limited:
TPL Corp Limited (the "Company") is desirous to advance to TPL Security Services (PVT) Limited. Advance and/or Equity of up to Rs. 150 Million has been approved/recommended by the Board of Directors of the Company in its meeting held on October 02, 2024.
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 associated undertaking | TPL Security Services (PVT) Limited | |
| ii. | Basis of relationship | Subsidiary Company | |
| iii. | (Loss) per share for the last three years of the Associated Company | FY-2023-24: PKR. (3.96) per share | |
| FY-2022-23: PKR. (3.19) per share | |||
| FY-2021-22: PKR. (9.97) per share | |||
| iv. | Break-up value per share, based on latest financial statements | PKR. (34.02) per share | |
| v. | Financial position of the associated company | The extracts of the balance sheet and profit and loss account of the associated company as at and for the period ended June 30, 2024 is as follows: | |
| Balance Sheet | Rupees | ||
| Non-current assets | 11,670 | ||
| Other assets | 98,794 | ||
| Total Assets | 110,494 | ||
| Total Liabilities | 177,214 | ||
| Represented by: | |||
| Paid up capital | 21,000 | ||
| Capital Reserve | |||
| Accumulated (loss) | (102,796) | ||
| Equity | (81,797) | ||
| Profit and Loss | |||
| (Loss) before interest and taxation | (18,160) | ||
| Financial charges | (7,175) | ||
| (Loss) before taxation | (10,985) | ||
| Taxation | (7,312) | ||
| Profit/(Loss) after taxation | (18,297) | ||
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| S.No. | Requirement | Information |
|---|---|---|
| vi. | In case of investment in a project of an 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; | TPL Security Services (Private) Limited has already commenced its operations, accordingly this section is not applicable. | |
| vii. | Maximum amount of investment to be made | PKR. 150 Million (including conversion of advance of PKR. 80 Million into equity). |
| viii. | Purpose, benefits likely to accrue to the investing company and its members from such investment and period of investment; | To facilitate the subsidiary company, meet its operating requirements |
| Benefits: Markup on advances at the rate of 3 month KIBOR + 2.5% per annum and/or Value appreciation | ||
| ix. | Sources of funds to be utilized for investment and where the investment is intended to be made using borrowed funds,- | |
| (i) justification for investment through borrowings; | ||
| (ii) detail of collateral, guarantees provided and assets pledged for obtaining such funds; and | ||
| (iii) cost benefit analysis; | Own and/or borrowed: | |
| i) To facilitate the subsidiary company, meet its operating requirements | ||
| ii) Shares of group companies | ||
| iii) a. Estimated 3 month KIBOR + 2.5%; | ||
| b. markup equivalent to borrowing cost + projected returns in shape of dividend or value appreciation is expected to be much higher | ||
| x. | Salient features of the agreement(s), if any, with associated company or associated undertaking with regards to the proposed investment; | The Agreement was executed between TPL Corp Limited and TPL Security Services (Private) Limited on October 02, 2024 for the renewal of Advance of PKR 150 Million as per the rate given at serial No. XXII, repayable as per repayment schedule given at serial No. XXV of this material fact. |
The validity of the Agreement is one year and shall be renewed as per the mutual consent of both parties and agreement also includes a conversion feature.
In case of any dispute between the Companies shall first be referred to Arbitration which will be conducted in accordance with the Arbitration Act 1940 |
Annual Report 2023-2024
60
| S.No. | Requirement | Information | ||
|---|---|---|---|---|
| xi. | Direct or indirect interest, of directors, sponsors, majority shareholders and their relatives, if any, in the associated company/ undertaking or the transaction under consideration | The directors of the Company are solely interested to the extent of their directorships and shareholdings in the Company. | ||
| Following are the common directors of TPL Security Services (Private) Limited and the Company: |
Name of Director Shareholding in TPLC Shareholding in TPLSS
Ali Jameel 0 98 | | |
| xii. | In case any investment in associated company or associated undertaking has already been made, the performance review of such investment including complete information/ justification for any impairment or write offs; and | Advances 2023-24: PKR. 86 Million
TPL Security Services Limited has registered a revenue growth of 46% compared to previous year. Not only the product rage is expanded but also the company has explored new business avenues including government and private tenders.
Also refer to Serial # V above
Impairment/Write-Off: NIL | | |
| xiii. | Any other important details necessary for the members to understand the transaction; | No other information | | |
| xiv. | maximum price at which securities will be acquired; | At par value | | |
| xv. | In case the purchase price is higher than market value in case of listed securities and fair value in case of unlisted securities, justification thereof | At par value | | |
| xvi | maximum number of securities to be acquired | 15 Million shares | | |
| xvii. | number of securities and percentage thereof held before and after the proposed investment | Before: 2,100,000 (100%)
After: 17,100,000 (100%) | | |
| xviii. | Current and preceding twelve weeks' weighted average market price where investment is proposed to be made in listed securities; | Not Applicable, as the company is an unlisted entity | | |
| xix. | Fair value determined in terms of sub-regulation (1) of regulation 5 for investments in unlisted securities | PKR. 60.05 per share | | |
| xx. | Category-wise amount of investment; | PKR. 150 Million (including conversion of advance of PKR. 80 Million into equity.) | | |
| xxi. | Average borrowing cost of the investing company or in case of absence of borrowing the KIBOR (Karachi Inter Bank Offered Rate) for the relevant period | The average estimated borrowing cost of the company is 3 months KIBOR + 2.5% per annum | | |
| | Rate of interest, mark up, profit, fees or commission etc. to be charged by investing company; | 3 months KIBOR + 2.5% per annum | | |
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| S.No. | Requirement | Information |
|---|---|---|
| xxii. | Particulars of collateral or security to be obtained in relation to the proposed investment; | The advance is unsecured |
| xxiii. | If the investment carries conversion feature i.e. it is convertible into securities, this fact along with terms and conditions including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; and | Advances: Can be converted into equity at par value, subject to the approvals (if any) and at the option of investing company |
| xxiv. | Repayment schedule and terms and conditions of loans or advances to be given to the associated company or associated undertaking. | Repayment in 1 year or earlier as per the availability of funds with the investee company and on demand by the investing company |
| xxv. | Sources of funds from where loans or advances will be given | Owned and/or borrowed |
| xxvi. | Where loans or advances are being granted using borrowed funds: | |
| a) justification for granting loan or advance out of borrowed funds; | ||
| b) detail of guarantees / assets pledged for obtaining such funds, if any; and | ||
| c) repayment schedules of borrowing of the investing company | i) To facilitate the subsidiary company, meet its operating requirements | |
| ii) Shares of group companies | ||
| iii) Quarterly Payments | ||
| xxvii | Particulars of collateral or security to be obtained in relation to the proposed investment; | The advance is unsecured |
| xxviii. | If the loans or advances carry conversion feature i.e. it is convertible into securities, this fact along with complete detail including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; | Advances: Can be converted into equity at par value, subject to the approvals (if any) and at the option of investing company |
| xxix. | Repayment schedule and terms of loans or advances to be given to the investee company | Repayment in 1 year or earlier as per the availability of funds with the investee company and on demand by the investing company |
Advance of up to Rs.50 Million to TPL REIT Management Company Limited:
TPL Corp Limited (the "Company") is desirous to extend advance to TPL REIT Management Company Limited. The advance of up to Rs. 50 Million has been approved/recommended by the Board of Directors of the Company in its meeting held on October 02, 2024.
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 associated undertaking | TPL REIT Management Company Limited |
| ii. | Basis of relationship | Associated Company |
| iii. | Earnings per share for the last three years of the Associated Company | FY-2023-24: PKR. 1.47 per share |
| FY-2022-23: PKR. 6.59 per share | ||
| FY-2021-22: PKR. 5.89 per share | ||
| iv. | Break-up value per share, based on latest audited financial statements | As at June 30, 2024: PKR. 17.39 per share |
| v. | Financial position of the associated company | The extracts of the audited balance sheet and profit and loss account of the associated company as at and for the period ended June 30, 2024 is as follows: |
| Balance Sheet | Rupees | |
| Non-current assets | 1,714,627 | |
| Other assets | 472,626 | |
| Total Assets | 2,187,253 | |
| Total Liabilities | 698,520 | |
| Represented by: | ||
| Paid up capital | 856,300 | |
| Advance Against shares | Nil | |
| Accumulated (loss)/Profit | 632,433 | |
| Equity | 1,488,733 | |
| Profit and Loss | ||
| Profit/(Loss) before interest and taxation | 236,548 | |
| Financial charges | (342) | |
| Profit /(Loss) before taxation | 236,329 | |
| Taxation | (110,642) | |
| Profit/(Loss) after taxation | 125,687 |
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| S.No. | Requirement | Information |
|---|---|---|
| vi. | In case of investment in a project of an 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; | TPL REIT Management Company Limited has already launched REIT Fund, accordingly this section is not applicable. |
| vii. | Maximum amount of investment to be made | PKR. 50 Million |
| viii. | Purpose, benefits likely to accrue to the investing company and its members from such investment and period of investment; | To facilitate the Associated company, meet its operating requirements |
| ix. | Sources of funds to be utilized for investment and where the investment is intended to be made using borrowed funds,-
(i) justification for investment through borrowings;
(ii) detail of collateral, guarantees provided and assets pledged for obtaining such funds; and
(iii) cost benefit analysis; | Own and/or borrowed:
i) To facilitate the Associated company, meet its operating requirements
ii) Shares of group companies
iii) a. Estimated 3 month KIBOR + 2.5%;
b. markup equivalent to borrowing cost + projected returns in shape of dividend or value appreciation is expected to be much higher |
| x. | Salient features of the agreement(s), if any, with associated company or associated undertaking with regards to the proposed investment; | The Agreement was executed between TPL Corp Limited and TPL REIT Management Company Limited on October 02, 2024 for the renewal of Advance of PKR 50 Million as per the rate given at serial No. XIV, repayable as per repayment schedule given at serial No. XIX of this material fact.
The validity of the Agreement is one year and shall be renewed as per the mutual consent of both parties.
In case of any dispute between the Companies shall first be referred to Arbitration which will be conducted in accordance with the Arbitration Act 1940 |
| S.No. | Requirement | Information | ||
|---|---|---|---|---|
| xi. | Direct or indirect interest, of directors, sponsors, majority shareholders and their relatives, if any, in the associated company/ undertaking or the transaction under consideration | The directors of the Company are solely interested to the extent of their directorships and shareholdings in the Company. Following are the common directors of TPL RMC and the Company: | ||
| Name of Director | Shareholding in TPLC | Shareholding in TPL RMC | ||
| Muhammad Ali Jameel | 0 | 1 | ||
| xii. | In case any investment in associated company or associated undertaking has already been made, the performance review of such investment including complete information/ justification for any impairment or write offs; and | Advance 2023-24: PKR. 12.7 Million Total income of the company is PKR 636.8 million compared to PKR 1,052 million during the comparative period last year. Also refer to serial # V above Impairment/Write-Off: NIL | ||
| xiii. | Any other important details necessary for the members to understand the transaction; | No additional information | ||
| xiv. | Category-wise amount of investment; | Advance: PKR. 50 Million | ||
| xv. | Average borrowing cost of the investing company or in case of absence of borrowing the KIBOR (Karachi Inter Bank Offered Rate) for the relevant period | The average estimated borrowing cost of the company is 3 months KIBOR + 2.5% per annum | ||
| xvi. | Rate of interest, mark up, profit, fees or commission etc. to be charged by investing company; | 3 months KIBOR + 2.5% per annum | ||
| xvii. | Particulars of collateral or security to be obtained in relation to the proposed investment; | The advance is unsecured | ||
| xviii. | If the investment carries conversion feature i.e. it is convertible into securities, this fact along with terms and conditions including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; and | The said investment does not carry conversion feature | ||
| xix. | Repayment schedule and terms and conditions of loans or advances to be given to the associated company or associated undertaking. | Repayment in 1 year or earlier as per the availability of funds with the investee company and on demand by the investing company | ||
| xx. | Sources of funds from where loans or advances will be given | Owned and/or borrowed |
| S.No. | Requirement | Information |
|---|---|---|
| xxi. | Where loans or advances are being granted using borrowed funds: | |
| a) justification for granting loan or advance out of borrowed funds; | ||
| b) detail of guarantees / assets pledged for obtaining such funds, if any; and | ||
| c) repayment schedules of borrowing of the investing company | i) To facilitate the subsidiary company, meet its operating requirements | |
| ii) Shares of group companies | ||
| iii) Quarterly Payments | ||
| xxii. | Particulars of collateral or security to be obtained in relation to the proposed investment; | The advance is unsecured |
| xxiii. | If the loans or advances carry conversion feature i.e. it is convertible into securities, this fact along with complete detail including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; | The said investment does not carry conversion feature |
| xxiv. | Repayment schedule and terms of loans or advances to be given to the investee company | Repayment in 1 year or earlier as per the availability of funds with the investee company and on demand by the investing company |
Annual Report 2023-2024
Advance of up to Rs. 200 Million to TPL Insurance Limited:
The Company is desirous to extend advance to TPL Insurance Limited. The advances of up to Rs. 200 Million has been approved/recommended by the Board of Directors of the Company in its meeting held on October 02, 2024
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 associated undertaking | TPL Insurance Limited |
| ii. | Basis of relationship | Subsidiary Company |
| iii. | Earnings per share for the last three years of the Associated Company | FY-2023-24: PKR. 5.40 per share |
| FY-2022-23: PKR. 0.89 per share | ||
| FY-2021-22: PKR. 0.03 per share | ||
| iv. | Break-up value per share, based on latest audited financial statements | As at June 30, 2024: PKR. 13.577 per share |
| v. | Financial position (main items of statement of financial position and profit and loss account on the basis of latest financial statements) of the associated company | The extracts of the audited balance sheet and profit and loss account of the associated company as at and for the period ended June 30, 2024 is as follows: |
| Balance Sheet | Rupees | |
| Non-current assets | 2,419,398 | |
| Other assets | 5,358,790 | |
| Total Assets | 7,778,189 | |
| Total Liabilities | 5,118,215 | |
| Represented by: Paid up capital | 1,983,945 | |
| Share Premium | 42,798 | |
| Capital Reserve | 124,635 | |
| Accumulated (loss)/Profit | 510,630 | |
| Other comprehensive income reserve | 31,649 | |
| Participant's Takaful Fund | (33,684) | |
| Equity | 2,659,974 | |
| Profit and Loss | ||
| Profit before interest and taxation | 44,549 | |
| Financial charges | (9,053) | |
| Profit/(Loss) before taxation | 1,114,357 | |
| Taxation | (43,510) | |
| Profit/(Loss) after taxation | 1,070,847 |
Annual Report 2023-2024
60
| S.No. | Requirement | Information |
|---|---|---|
| vi. | In case of investment in a project of an 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; | TPL Insurance Limited has already commenced its operations, accordingly this section is not applicable. |
| vii. | Maximum amount of investment to be made | PKR. 200 Million |
| viii. | Purpose, benefits likely to accrue to the investing company and its members from such investment and period of investment; | To facilitate the Subsidiary company, meet its operating requirements |
| ix. | Sources of funds to be utilized for investment and where the investment is intended to be made using borrowed funds,-
(i) justification for investment through borrowings;
(ii) detail of collateral, guarantees provided and assets pledged for obtaining such funds; and
(iii) cost benefit analysis; | Own and/or borrowed:
i) To facilitate the Subsidiary company, meet its operating requirements
ii) Shares of group companies
iii) a. Estimated 3 month KIBOR + 2.5%;
b. markup equivalent to borrowing cost + projected returns in shape of dividend or value appreciation is expected to be much higher |
| x. | Salient features of the agreement(s), if any, with associated company or associated undertaking with regards to the proposed investment; | The Agreement was executed between TPL Corp Limited and TPL Insurance Limited on October 02, 2024 for the renewal of Advance of PKR 200 Million as per the rate given at serial No. XXII, repayable as per repayment schedule given at serial No. XXV of this material fact.
The validity of the Agreement is one year and shall be renewed as per the mutual consent of both parties.
In case of any dispute between the Companies shall first be referred to Arbitration which will be conducted in accordance with the Arbitration Act 1940 |
| S.No. | Requirement | Information | ||
|---|---|---|---|---|
| xi. | Direct or indirect interest, of directors, sponsors, majority shareholders and their relatives, if any, in the associated company/ undertaking or the transaction under consideration | The directors of the Company are solely interested to the extent of their directorships and shareholdings in the Company. Following are the common directors of TPL Insurance Limited and the Company: | ||
| Name of Director | Shareholding in TPLC | Shareholding in TPLI | ||
| Jameel Yusuf | 0 | 837 | ||
| Muhammad Ali Jameel | 0 | 837 | ||
| xii. | In case any investment in associated company or associated undertaking has already been made, the performance review of such investment including complete information/ justification for any impairment or write offs; and | Advance 2023-24: PKR. 4 Million TPL Insurance Limited registered a revenue growth of 2% compared to previous year, while the profit before tax has registered a growth of 3x. Increase in interest rates and resultantly investment income has also contributed in profitability growth. Also refer to serial # V above Impairment/Write-Off: NIL | ||
| xiii. | Any other important details necessary for the members to understand the transaction; | No additional information | ||
| xiv. | maximum price at which securities will be acquired; | Not applicable as the approval is for Advance only. | ||
| xv. | In case the purchase price is higher than market value in case of listed securities and fair value in case of unlisted securities, justification thereof | Not applicable as the approval is for Advance only. | ||
| xvi. | maximum number of securities to be acquired | Not applicable as the approval is for Advance only. | ||
| xvii. | number of securities and percentage thereof held before and after the proposed investment | Not applicable as the approval is for Advance only. | ||
| xviii. | Current and preceding twelve weeks' weighted average market price where investment is proposed to be made in listed securities; | Current market price (as at June 28th 2024): PKR. 14.34 per share Weighted Average Price (for preceding 12 weeks): PKR. 15.98 per share | ||
| xix. | Fair value determined in terms of sub-regulation (1) of regulation 5 for investments in unlisted securities | Not applicable as this is a listed entity | ||
| xx. | Category-wise amount of investment; | Advance: PKR. 200 Million | ||
| xxi | Average borrowing cost of the investing company or in case of absence of borrowing the KIBOR (Karachi Inter Bank Offered Rate) for the relevant period | The average estimated borrowing cost of the company is 3 months KIBOR + 2.5% per annum |
| S.No. | Requirement | Information |
|---|---|---|
| xxii. | Rate of interest, mark up, profit, fees or commission etc. to be charged by investing company; | 3 months KIBOR + 2.5% per annum |
| xxiii. | Particulars of collateral or security to be obtained in relation to the proposed investment; | The advance is unsecured |
| xxiv. | If the investment carries conversion feature i.e. it is convertible into securities, this fact along with terms and conditions including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; and | The said investment does not carry conversion feature |
| xxv. | Repayment schedule and terms and conditions of loans or advances to be given to the associated company or associated undertaking. | Repayment in 1 year or earlier as per the availability of funds with the investee company and on demand by the investing company |
| xxvi. | Sources of funds from where loans or advances will be given | Owned and/or borrowed |
| xxvii. | Where loans or advances are being granted using borrowed funds: a) justification for granting loan or advance out of borrowed funds; b) detail of guarantees / assets pledged for obtaining such funds, if any; and c) repayment schedules of borrowing of the investing company | i) To facilitate the subsidiary company, meet its operating requirements ii) Shares of group companies iii) Quarterly Payments |
| xxviii. | Particulars of collateral or security to be obtained in relation to the proposed investment; | The advance is unsecured |
| xxix. | If the loans or advances carry conversion feature i.e. it is convertible into securities, this fact along with complete detail including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; | The said investment does not carry conversion feature |
| xxx | Repayment schedule and terms of loans or advances to be given to the investee company | Repayment in 1 year or earlier as per the availability of funds with the investee company and on demand by the investing company |
Advance of up to Rs. 200 Million to TPL Properties Limited:
TPL Corp Limited (the "Company") is desirous to extend an advance to TPL Properties Limited. The advances of up to Rs. 200 Million has been approved/recommended by the Board of Directors of the Company in its meeting held on October 02, 2024
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 associated undertaking | TPL Properties Limited |
| ii. | Basis of relationship | Subsidiary Company |
| iii. | Earnings per share for the last three years of the Associated Company | FY-2023-24: PKR. (6.47) per share |
| FY-2022-23: PKR. (6.23) per share | ||
| FY-2022-23: PKR. 7.50 per share | ||
| iv. | Break-up value per share, based on latest audited financial statements | As at June 30, 2024: PKR. 17.79 per share |
| v. | Financial position of the associated company | The extracts of the Audited balance sheet and profit and loss account of the subsidiary as at and for the period ended June 30, 2024 is as follows: |
| Balance Sheet | Rupees | |
| Non-current assets | 11,629,592 | |
| Other assets | 2,419,292 | |
| Total Assets | 14,048,884 | |
| Total Liabilities | 4,065,513 | |
| Represented by :Paid up capital | 5,610,869 | |
| Capital Reserve | (225,869) | |
| Accumulated (loss)/profit | 4,598,371 | |
| Equity | 9,983,371 | |
| Profit and Loss | ||
| Profit/(Loss) before interest and taxation | (4,233,354) | |
| Financial charges | (603,201) | |
| (Loss) before taxation | (3,630,153) | |
| Taxation | - | |
| (Loss) after taxation | (3,630,153) |
Annual Report 2023-2024
60
| S.No. | Requirement | Information |
|---|---|---|
| vi. | In case of investment in a project of an 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; | TPL Properties has already commenced its operations, accordingly this section is not applicable. |
| vii. | Maximum amount of investment to be made | PKR. 200 Million |
| viii. | Purpose, benefits likely to accrue to the investing company and its members from such investment and period of investment; | To facilitate the Subsidiary company, meet its operating requirements |
| ix. | Sources of funds to be utilized for investment and where the investment is intended to be made using borrowed funds,-
(i) justification for investment through borrowings;
(ii) detail of collateral, guarantees provided and assets pledged for obtaining such funds; and
(iii) cost benefit analysis; | Own and/or borrowed:
i) To facilitate the Subsidiary company, meet its operating requirements
ii) Shares of group companies
iii) a. Estimated 3 month KIBOR + 2.5%;
b. markup equivalent to borrowing cost + projected returns in shape of dividend or value appreciation is expected to be much higher |
| x. | Salient features of the agreement(s), if any, with associated company or associated undertaking with regards to the proposed investment; | The Agreement was executed between TPL Corp Limited and TPL Properties Limited on October 02, 2024 for the renewal of Advance of PKR 200 Million as per the rate given at serial No. XVI, repayable as per repayment schedule given at serial No. XIX of this material fact.
The validity of the Agreement is one year and shall be renewed as per the mutual consent of both parties.
In case of any dispute between the Companies shall first be referred to Arbitration which will be conducted in accordance with the Arbitration Act 1940 |
| S.No. | Requirement | Information | ||
|---|---|---|---|---|
| xi. | Direct or indirect interest, of directors, sponsors, majority shareholders and their relatives, if any, in the associated company/ undertaking or the transaction under consideration | The directors of the Company are solely interested to the extent of their directorships and shareholdings in the Company. | ||
| Following are the common directors of TPL Properties Limited and the Company: | ||||
| Name of Director | Shareholding in TPLC | Shareholding in TPLP | ||
| Jameel Yusuf | 0 | 3,035,775 | ||
| Ali Jameel | 0 | 50,175,014 | ||
| Sabhia Sultan | 0 | 1 | ||
| Muhammad Shafi | 1 | |||
| xii. | In case any investment in associated company or associated undertaking has already been made, the performance review of such investment including complete information/ justification for any impairment or write offs; and | Advance 2023-24: PKR. Nil | ||
| Also refer to serial # V above | ||||
| Impairment/Write-Off: NIL | ||||
| xiii. | Any other important details necessary for the members to understand the transaction; | No Additional information | ||
| xiv. | Category-wise amount of investment; | Advance: PKR. 200 Million | ||
| xv. | Average borrowing cost of the investing company or in case of absence of borrowing the KIBOR (Karachi Inter Bank Offered Rate) for the relevant period | The average estimated borrowing cost of the company is 3 months KIBOR + 2.5% per annum | ||
| xvi | Rate of interest, mark up, profit, fees or commission etc. to be charged by investing company; | 3 months KIBOR + 2.5% per annum | ||
| xvii. | Particulars of collateral or security to be obtained in relation to the proposed investment; | The advance is unsecured | ||
| xviii. | If the investment carries conversion feature i.e. it is convertible into securities, this fact along with terms and conditions including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; and | The said investment does not carry conversion feature | ||
| xix. | Repayment schedule and terms and conditions of loans or advances to be given to the associated company or associated undertaking. | Repayment in 1 year or earlier as per the availability of funds with the investee company and on demand by the investing company | ||
| xx. | Sources of funds from where loans or advances will be given | Owned and/or borrowed |
| S.No. | Requirement | Information |
|---|---|---|
| xxi | Where loans or advances are being granted using borrowed funds: | |
| a) justification for granting loan or advance out of borrowed funds; | ||
| b) detail of guarantees / assets pledged for obtaining such funds, if any; and | ||
| c) repayment schedules of borrowing of the investing company | i) To facilitate the subsidiary company, meet its operating requirements | |
| ii) Shares of group companies | ||
| iii) Quarterly payments | ||
| xxii. | Particulars of collateral or security to be obtained in relation to the proposed investment; | The advance is unsecured |
| xxiii. | If the loans or advances carry conversion feature i.e. it is convertible into securities, this fact along with complete detail including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; | The said investment does not carry conversion feature |
| xxiv. | Repayment schedule and terms of loans or advances to be given to the investee company | Repayment in 1 year or earlier as per the availability of funds with the investee company and on demand by the investing company |
Advance of up to Rs. 50 Million to Astra Location Services (Private) Limited:
TPL Corp Limited (the "Company") is desirous to extend an advance to Astra Location Services (Private) Limited. The advance of up to Rs. 50 Million has been approved/recommended by the Board of Directors of the Company in its meeting held on October 02, 2024
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 associated undertaking | Astra Location Services (Private) Limited |
| ii. | Basis of relationship | Associated Company |
| iii. | Earnings per share for the last three years of the Associated Company | FY-2023-24: PKR. (469.60) per share |
| FY-2022-23: PKR. (610.27) per share | ||
| iv. | Break-up value per share, based on latest audited financial statements | As at June 30, 2024: PKR. 860.16 per share |
| v. | Financial position (main items of statement of financial position and profit and loss account on the basis of latest financial statements) of the associated company | The extracts of the audited/reviewed balance sheet and profit and loss account of the associated company as at and for the period ended June 30, 2024 is as follows: |
| Balance Sheet | Rupees | |
| Non-current assets | 1,056,077 | |
| Other assets | 92,023 | |
| Total Assets | 1,148,100 | |
| Total Liabilities | 1,062,084 | |
| Represented by :Paid up capital | 1,000 | |
| Share Premium/Other Reserve | 193,003 | |
| Accumulated (loss) | (107,987) | |
| Equity | 86,016 | |
| Profit and Loss | ||
| (Loss) before interest and taxation | (31,511) | |
| Financial charges | (8,142) | |
| (Loss) before taxation | (39,653) | |
| Taxation | (7,307) | |
| (Loss) after taxation | (46,960) |
Annual Report 2023-2024
60
| S.No. | Requirement | Information |
|---|---|---|
| vi. | In case of investment in a project of an 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; | Astra Locations Services Pvt Ltd has already commenced its operations; accordingly, this section is not applicable. | |
| vii. | Maximum amount of investment to be made | PKR 50 Million |
| viii. | Purpose, benefits likely to accrue to the investing company and its members from such investment and period of investment; | Purpose: To meet the funding requirement of the sub-subsidiary company |
| Benefits: Value appreciation of the investment | ||
| ix. | Sources of funds to be utilized for investment and where the investment is intended to be made using borrowed funds,- | |
| (i) justification for investment through borrowings; | ||
| (ii) detail of collateral, guarantees provided and assets pledged for obtaining such funds; and | ||
| (iii) cost benefit analysis; | Own and/or borrowed: | |
| i) TPL Corp limited being holding company, has to inject equity in the subsidiary / sub-subsidiary in the initial year of operation | ||
| ii) Shares of group companies | ||
| a). Estimated 3 month KIBOR + 2.5%; | ||
| b). markup equivalent to borrowing cost + projected returns in shape of dividend and / or value appreciation is expected to be much higher | ||
| x. | Salient features of the agreement(s), if any, with associated company or associated undertaking with regards to the proposed investment; | The Agreement was executed between TPL Corp Limited and Astra Location Services (Private) Limited on October 02, 2024 for the Advance of PKR 50 Million as per the rate given at serial No. XVI, repayable as per repayment schedule given at serial No. XIX of this material fact. |
The validity of the Agreement is one year and shall be renewed as per the mutual consent of both parties.
In case of any dispute between the Companies shall first be referred to Arbitration which will be conducted in accordance with the Arbitration Act 1940 |
Annual Report 2023-2024
60
| S.No. | Requirement | Information |
|---|---|---|
| xi. | Direct or indirect interest, of directors, sponsors, majority shareholders and their relatives, if any, in the associated company/ undertaking or the transaction under consideration | The directors of the Company are solely interested to the extent of their directorships. |
| There is no common directorship | ||
| xii. | In case any investment in associated company or associated undertaking has already been made, the performance review of such investment including complete information/ justification for any impairment or write offs; and | No such investment has been made during the year |
| xiii. | Any other important details necessary for the members to understand the transaction; | No additional information |
| xiv. | Category-wise amount of investment; | Advances: PKR. 50 Million |
| xv. | Average borrowing cost of the investing company or in case of absence of borrowing the KIBOR (Karachi Inter Bank Offered Rate) for the relevant period | The average estimated borrowing cost of the company is 3 months KIBOR + 2.5% per annum |
| xvi | Rate of interest, mark up, profit, fees or commission etc. to be charged by investing company; | Advances: Estimated Markup/profit @ 6 months KIBOR + 3% per annum |
| xvii. | Particulars of collateral or security to be obtained in relation to the proposed investment; | The advance is unsecured |
| xviii. | If the investment carries conversion feature i.e. it is convertible into securities, this fact along with terms and conditions including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; and | The said investment does not carry conversion feature |
| xix. | Repayment schedule and terms and conditions of loans or advances to be given to the associated company or associated undertaking. | Repayment in 1 year or earlier as per the availability of funds with the investee company and on demand by the investing company |
| xx. | Sources of funds from where loans or advances will be given | Own and/or borrowed funds |
| xxi. | Where loans or advances are being granted using borrowed funds: | |
| a) justification for granting loan or advance out of borrowed funds; | ||
| b) detail of guarantees / assets pledged for obtaining such funds, if any; and | ||
| c) repayment schedules of borrowing of the investing company | a. TPL Corp limited being holding company, has to inject equity in the subsidiary / sub-subsidiary in the initial year of operation | |
| b. N/A | ||
| c. Repayment in 1 year or earlier as per the availability of funds with the investee company and on demand by the investing company |
| S.No. | Requirement | Information |
|---|---|---|
| xxii. | Particulars of collateral or security to be obtained in relation to the proposed investment; | Advance is unsecured |
| xxiii. | If the loans or advances carry conversion feature i.e. it is convertible into securities, this fact along with complete detail including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; | The said investment does not carry conversion feature |
| xxiv. | Repayment schedule and terms of loans or advances to be given to the investee company | Repayment in 1 year or earlier as per the availability of funds with the investee company and on demand by the investing company |
To approve revision of remuneration of non-executive directors from PKR 100,000/- to PKR 150,000/- per meeting (including sub-committee meetings):
The Board of Directors of the Company, in its meeting held on October 02, 2024, approved and recommended to shareholders a revision in the Directors' remuneration for attending Board and Committee meetings. The proposed revision increases the remuneration from PKR 100,000 to PKR 150,000 per meeting (including sub-committee meetings) pursuant to Section 170 of the Companies Act, 2017.
Form of Proxy
Annual General Meeting of TPL Corp Limited
I/We ____ S/o / D/o / W/o ____ resident of (full address)
_______ being a member(s) of TPL Corp Limited ("the Company"), holding
____ ordinary shares, hereby appoint ____ S/o / D/o / W/o
resident of (full address) ____ or failing him / her ____
S/o / D/o / W/o ____ resident of (full address) ____ as my / our
proxy in my / our absence to attend and vote for me / us on my / our behalf at Annual General Meeting of the Company to be
held on Wednesday, 27 November, 2024 and/or adjournment thereof.
As witness my / our hand (s) seal this on the ____ day of ____ 2024.
Signed by the said:
Folio No. / CDC Account No.
Signature on Revenue Stamp of Appropriate Value.
The signature should agree with the specimen registered with the Company
In presence of:
-
Signature: ____
Name: ___
Address: ____
CNIC or Passport No: ___ -
Signature: ____
Name: ___
Address: ____
CNIC or Passport No: ___
Important Instructions:
-
The Proxy form, duly completed and signed, must be received at the Registrar's Office of the Company not less than forty eight (48) hours before the time of holding the meeting.
-
If a member appoints more than one proxy and more than one instrument of proxy are deposited by a member with the Company, all such instruments of proxy shall be rendered invalid.
-
In case of a proxy for an individual CDC shareholder, attested copies of CNIC or the passport, account and participant's ID number of the beneficial owner and along with the proxy is required to be furnished with the proxy form.
-
In case of a corporate entity, the Board of Directors' resolution / power of attorney with the specimen signature shall be submitted (unless it has been provided earlier) along with the proxy form of the Company.
Postal Ballot Paper
Postal Ballot Paper for Special Business Items to be transacted at the Annual General Meeting ("AGM") of TPL Corp Limited ("Company") to be held on Wednesday, November 27, 2024 at 12:00 Noon. at Institute of Chartered Accountants of Pakistan (ICAP) Auditorium, Chartered Accountants Avenue, Block 8 Clifton, Karachi.
This is in accordance with regulation 8(2) of the Companies (Postal Ballot) Regulations, 2018. Members have the option to cast their votes using the ballot paper, a copy of which is also accessible on the Company's website. The duly filled in ballot paper should reach the chairman of the meeting through email at [email protected] or through post to 20 Floor, Sky Tower-East Wing, Dolmen City, HC-3, Block 4, Abdul Sattar Edhi Avenue, Clifton, Karachi, no later than one day prior to the AGM, during working hours.
| Name of shareholder/joint shareholders | |
|---|---|
| Registered Address | |
| Number of shares held and folio number | |
| CNIC Number (copy to be attached) | |
| Additional Information and enclosures (In case of representative of body corporate, corporation and Federal Government.) |
I/we hereby exercise my/our vote in respect of the following resolution through postal ballot by conveying my/our assent or dissent to the following resolution by placing tick (✓) mark in the appropriate box below (delete as appropriate):
| Sr. No. | Nature and Description of Resolutions | No. of ordinary shares for which votes cast | I/We assent to the Resolutions (FOR) | I/We dissent to the Resolutions (AGAINST) |
|---|---|---|---|---|
| 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 the equity investment of up to Rs.350 Million and an advance of up to Rs.150 Million to the subsidiary company, Dar-Es-Salaam Textile Mills Limited (DSML). | |||
| 2 | "RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for an equity investment up to 350 Million and an advance of up to Rs. 150 Million to the subsidiary company, Dar-Es-Salaam Textile Mills Limited (DSML). | |||
| To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for the advance of up to Rs.500 Million to the holding company, TPL Holdings (Private) Limited. | ||||
| "RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for an advance of up to Rs 500 Million to the holding company i.e. TPL Holdings (Private) Limited." | ||||
| 3 | To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for an advance of up to Rs 500 Million to the Subsidiary company, TPL Trakker Limited. | |||
| 4 | "RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for an advance of up to Rs.500 Million to TPL Trakker Limited." | |||
| To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for an advance and/or an equity investment of up to Rs 250 Million in the subsidiary company, TPL E-Ventures (Private) Limited. | ||||
| "RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for an advance and/or an equity investment of up to Rs. 250 Million in TPL E-Ventures (Private) Limited." | ||||
| 5 | To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for an advance and/ or equity investment up to Rs. 150 Million to the subsidiary, TPL Security Services (Private) Limited. | |||
| "RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for an advance and/ or equity investment of up to Rs.150 Million to TPL Security Services (Private) Limited." | ||||
| 6 | To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for an advance of up to Rs.50 million to the associated company, TPL REIT Management Company Limited. | |||
| "RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for an advance of up to Rs. 50 Million to TPL REIT Management Company Limited." |
| Sr. No. | Nature and Description of Resolutions | No. of ordinary shares for which votes cast | I/We assent to the Resolutions (FOR) | I/We dissent to the Resolutions (AGAINST) |
|---|---|---|---|---|
| 7 | To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for an advance of up to Rs. 200 Million to the subsidiary company, TPL Insurance Limited. |
"RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for an advance of up to Rs. 200 Million to TPL Insurance Limited." | | | |
| 8 | To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for an advance of up to Rs.200 Million to the associated company, TPL Properties Limited.
"RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for an advance of up to Rs.200 Million to TPL Properties Limited." | | | |
| 9 | To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for an advance of up to Rs.50 million to the associated company, Astra Location Services (Private) Limited.
"RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for an advance of up to Rs. 50 Million to Astra Location Services (Private) Limited." | | | |
| 10. | To consider and if thought fit, to pass with or without modification, ordinary resolution for revision of remuneration of non-executive directors, as determined by the Board of Directors of the Company, from PKR 100,000/- to PKR 150,000/- per meeting (including sub-committee meetings).
"RESOLVED THAT pursuant to Section 170 of the Companies Act, 2017 read along with Articles of Association of the Company, approval of the members be and is hereby accorded to the Board of Directors of the Company, for the revision of remuneration of non-executive directors of the Company from PKR 100,000/- to PKR 150,000/- per meeting (including sub-committee meetings)." | | | |
•Name to be changed to TPL Life Insurance Limited
Signature of Shareholder(s) _______
Place: ________
Date: ________
Notes
- Dully filled postal ballot should be sent to chairman at [email protected] or through post to Mr. Jameel Yusuf Ahmed, TPL Corp Limited, 20 Floor, Sky Tower-East Wing, Dolmen City, HC-3, Block Abdul Sattar Edhi Avenue, Clifton, Karachi.
- Copy of CNIC should be enclosed with the postal ballot form.
- Postal ballot forms should reach chairman of the meeting on or before November 26, 2024. Any postal ballot received after this date, will not be considered for voting.
- Signature on postal ballot should match with signature on CNIC.
- Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written ballot paper will be rejected.
Video Conferencing Facility Request Form
For Annual General Meeting of TPL Corp Limited
I/We ____ S/o / D/o / W/o ____ resident of (full address)
_______ being a member(s) of TPL Corp Limited ("the Company"), holding
____ ordinary shares, hereby opt for video conference facility at ____ to attend the Annual General
Meeting of the Company to be held on Wednesday, 27 November, 2024 and/or adjournment thereof.
Folio No. / CDC Account No.
Signature on Revenue Stamp of Appropriate Value.
The signature should agree with the specimen registered with the Company
Annual Report 2023-2024