Frontier Ceramics : NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that 40th Annual General Meeting of Frontier Ceramics Limited will be held on Saturday, November 26, 2022 at 09:00 A.M at 29-Industrial Estate, Jamrud Road, Peshawar to transact the following business:

1. ORDINARY BUNINESS
2. 1. To confirm the minutes of the Annual General Meeting of the Company held on October 28, 2021.
   2. To receive, consider and adopt the Annual Audited Financial Statements of the Company for the year ended June 30, 2022, together with the Chairperson's Review Report, Directors Report and Auditors' Report thereon.
   3. To appoint auditors and fix their remuneration for the year ending June 30, 2023. The present auditors' M/s BDO Ebrahim & Co., Chartered Accountants, retire and being eligible have offered themselves for re-appointment.
3. SPECIAL BUNINESS

To consent and accord approval of transactions from/to with associated companies & undertaking in compliance of Section 207, 208 and 199 of the Companies Act, 2017 by passing special resolution with or without modification.

"Resolved That the transactions from/to with associated companies and undertaking tabulated below during the year are approved by the Board shall be deemed to have been approved by the shareholders U/S 207 and / or 208 and/or 199 of the Companies Act, 2017."

Name of Associated

Loan

Advance

Advance

Fixed

Companies &

Loan Paid

Asset

Received

Paid

Received

Undertakings

Purchased

Toyota Rawal Motors

(Pvt) Ltd

114,840,000

124,391,500

Nadeem Khalid

187,480,739

101,613,900

Rawal Industrial

32,478,633

Equipment (Pvt) Ltd

36,200,000

122,317,272

Khalid & Khalid

Holding (Pvt) Ltd

21,294,142

2,900,000

"Resolved That the Board of Directors of the Company be and is hereby authorized to approve the transactions to be conducted with Related Parties on case-to-case basis for the financial year ending 30th June 2023."

"Resolved That the transactions approved by the Board shall be deemed to have been approved by the shareholders U/S 207 and / or 208 and/or 199 of the Companies Act, 2017 (if triggered) and shall be placed before the shareholders in the next Annual General Meeting for their formal ratification/approval U/S 207 and / or 208 or 199 of the Companies Act, 2017 (if required)."

"Further Resolved That the Company Secretary and CEO be and are hereby authorized to take and do, and/or cause to be taken or done, any /all necessary actions, deeds and things which are or may be necessary for giving effects to the aforesaid resolutions and to do all acts, matters, deeds, and things which are necessary, incidental /or consequential to fulfill all requisite legal, corporate and procedural formalities and any ancillary matters thereto."

3. ANY OTHER BUSINESS

To consider any other business with the permission of the Chair

A statement under Section 134(3) of the Companies Act 2017 pertaining to the special business is being sent to the shareholders along with this notice.

BY ORDER OF THE BOARD

November 04, 2022

Peshawar

Rehman Khan Sherwani

(Company Secretary)

NOTES:

.

1. Closure of Share Transfer Books
   The share transfer books of the Company will remain closed from November 20, 2022 to November 26, 2022 (both days inclusive). Transfers received in order at the office of the Company's Share Registrar M/s. CDC Share Registrar Services Limited, CDC House, 99- B, Block-B, S.M.C.H.S., Main Shahrah-e-Faisal,Karachi-74400 at the close of business on November 19, 2022 will be treated for the purpose of attendance at Annual General Meeting.
2. Proxy
   A member entitled to attend and vote at this General Meeting is entitled to appoint a Proxy to attend, speak and vote in his place at the Meeting. Instrument appointing a proxy and the power of attorney or other authority under which it is signed or a notarial certified copy of the power or authority must be deposited at the Registered Office of the Company at least 48 hours before the time of the meeting.
   CDC Account Holders will have to follow the under-mentioned guidelines as laid down in Circular No. 1 dated January 26, 2000 issued by the Securities and Exchange Commission of Pakistan (SECP).
   A. For Attending the Meeting
3. 1. In case of individuals, the account holder or sub-account holder and / or the person whose securities are in group account and their registration detail is uploaded as per the Regulations, shall authenticate their identity by showing his/ her original
      National Identity Card ("CNIC") or original passport at the time of attending the meeting.

1. 1. In case of corporate entity, Board of Directors' resolution/power of attorney with specimen signature of the nominee shall be produced (unless provided earlier) at the time of the meeting.
2. For Appointing Proxies
3. 1. In case of individuals, the account holder or sub-account holder is and / or the person whose securities are in group account and their registration detail is uploaded as per the CDC Regulations, shall submit the proxy form as per the above requirement.
   2. The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form.
   3. Attested copies of the CNIC or passport of the beneficial owners and the proxy shall be furnished with the proxy form.
   4. The proxy shall produce his/her original CNIC or original passport at the time of the meeting.
   5. In case of corporate entity, the Board of Directors resolution/power of attorney with specimen signature shall be submitted (unless it has been provided earlier) along with proxy from to the Company.

3. Participation in the AGM Proceeding via the video conference facility

To facilitate and ensure the health of the shareholder the company will also be providing the online platform/ facility to participate in AGM in shape of Zoom.

Shareholders interested to participate in the meeting are requested to share below information at [e-mail] their appointment and proxy's verification by or before 4:30 p.m. on November 25, 2022.

Name of	CNIC No.	Folio No. /	Cell Number	Email address
Shareholder		CDC No.

Video conference link details and login credentials will be shared with those shareholders whose registered emails containing all the particulars are received on or before November 25, 2022 by 4:30 p.m. Shareholders can also provide their comments and questions for the agenda items of the AGM on [e-mail] WhatsApp or SMS on Cell Number. 0315-5601819by November 25, 2022 by 4:30 p.m. Shareholders are required to mention their full name, CNIC number and Folio/CDS # for this purpose.

1. Changes in Members Addresses
   The Shareholders are requested to promptly notify change in their address, if any, to the
   Company's Share Registrar.
2. Availability of Financial Statements and Reports on Website
   The Annual Audited Financial Statements for the year ended June 30, 2022 has been uploaded on the website of the Company.
3. Submission of copies of valid CNIC not provided earlier
   Individual Shareholders are once again reminded to submit a copy of their valid CNIC, if not provided earlier to the Company's Share Registrar.
4. Transmission of Audited Financial Statements / Notices Through Email
   In pursuance of the directions given by SECP vide SRO 787(I)/2014 dated: September 8, 2014, those shareholders who desire to receive Annual Financial Statements in future through email instead of receiving the same by Post are advised to give their formal consent along with their valid email address on a standard request form which is available at the Company's website i.e. www.forte.com.pkand send the said form duly filled in and signed along with copy of his/her/its CNIC/Passport or other such information in the case of a body corporate to the Company's share registrar. The Company's Annual Financial
   Statements for the year ended June 30, 2022 is also being circulated to the shareholders through CD in compliance of section 223(6) of the Companies Act, 2017.
5. Deposit of Physical Shares In CDC Account
   As per Section 72 of the Companies Act, 2017 every existing listed company shall be required to replace its physical shares with book-entry form in a manner as may be specified and from the date notified by the Commission, within a period not exceeding four years from the commencement of this Act, i.e., May 30, 2017. The Shareholders having physical shareholding are encouraged to open CDC sub - account with any of the brokers or Investor Account directly with CDC to place their physical shares into scrip less form.
6. Postal Ballot
   Pursuant to Companies (Postal Ballot) Regulations 2018, for the purpose of election of Directors and for any other agenda item subject to the requirements of section 143 and 144 of the Companies Act, 2017, members holding in aggregate 10% or more shareholding will be allowed to exercise their right of vote through postal ballot, that is voting by post or through any electronic mode, in accordance with the requirements and procedure contained in the aforesaid Regulations.
7. Unclaimed /Unpaid Shares and Dividends
   Shareholders, who may by any reason, could not claim their dividends/shares, if any, are advised to contact our Share Registrar at the address mentioned herein above, to collect/enquire about their unclaimed dividend/shares, if any.
   In compliance with Section 244 of the Companies Act 2017, after having completed the stipulated procedure, all such dividend outstanding for a period of 3 years or more from the date due and payable shall be deposited to the Federal Government in case of unclaimed dividend and incase of shares, shall be delivered to SECP.

1. Mandatory Registration Detail of Physical Shareholders
   In accordance with section 119 of the Companies Act, 2017 and Regulation 19 of the Companies (General Provisions and Forms) Regulations, 2018, all physical shareholders are advised to provide address, email address / telephone number to the Company's Share Registrar immediately to avoid any non-compliance of law or any inconvenience in future.
2. Payment Of Cash Dividend Electronically - Compulsory
   Members of the Company, who have not provided the particulars of their bank accounts, are hereby requested to provide them through E-Dividend Form (annexed at the end of annual report as well as available at Company's website i.e., www.forte.com.pk). In the absence of bank account details or in case of incomplete details, the Company will be constrained to withhold the payment of cash dividend of those shareholders who have not provided the same.