Hallmark : Notice of Annual General Meeting

Notice of Annual General Meeting

Notice is hereby given to the Members that the 44th Annual General Meeting of Hallmark Company Limited will be held on October 28, 2023 at 02:00 p.m. at ZVMG Rangoonwala Community Centre located at PB, Block 4 & 5, KDA Scheme No. 7, Dhoraji Colony, Karachi - 74800 to transact the following business:

1. To read and confirm the minutes of the Extra Ordinary General Meeting held on September 27, 2023.
2. To receive, consider and adopt the Audited Annual Financial Statements of the Company for the year ended June 30, 2023, together with the Reports of the Directors and Auditors thereon.
   As required under Section 223 of the Companies Act 2017 and in terms of S.R.O No. 389(I)/2023 dated March 21, 2023, the Annual Report including Financial Statements of the Company has been transmitted to the Shareholders and uploaded on the website of the Company which can be viewed using the following link and QR enable code:
   https://hiclpk.com/annual-report/
3. To appoint statutory auditors of the Company for the year ending June 30, 2024 and fix their remuneration. The retiring Auditors, M/s S . M. Suhail & Co., Chartered Accountants, being eligible, have offered themselves for re-appointment at a fee to be mutually agreed and reimbursements of out-of-pocket expenses at actuals.

4. To approve, as and by way of an Ordinary Resolution, the transmission of the annual balance sheet, profit & loss account, auditors report, directors report (the "Audited Annual Financial Statements") and the notice of general meetings etc. to the Company's shareholders through email or QR enabled code and weblink as allowed by the Securities and Exchange Commission of Pakistan via S.R.O No. 389(I)/2023 dated March 21, 2023:

" as notified by the Securities and Exchange Commission of Pakistan via S.R.O No.389(I)/2023 dated March 21, 2023 transmission of Audited Annual Financial Statements to the members through QR enabled code and weblink instead of transmitting the Audited Annual Financial Statements through CD/DVD/USB, be and is hereby ratified and approved for future."

5. To transact with the permission of the Chair any other business which may be transacted at an Annual General Meeting.

The Statement of Material Fact as required under section 134(3) of the Companies Act, 2017 is being provided along with the Notice of the Annual General Meeting being sent to the Shareholders.

	By Order of the Board
	Muhammad Farhan Saeed
Karachi: October 06, 2023	Company Secretary

The Register of Members and the Share Transfer Books will be closed from October 22, 2023 to October 28, 2023 (both days inclusive). Transfers received in order at the office of the Company's Registrar namely F.D. Registrar Services (Private) Limited, located on, the 17th Floor, Trade Centre, I.I. Chundrigar Road, Karachi, by the close of business on October 21, 2023 will be considered in time to attend and vote at the meeting and for the entitlement of Dividend (if any).

1. A Member entitled to attend, speak and vote at the Annual General Meeting is entitled to appoint another member as his/her proxy to attend, speak and vote on his/her behalf.
2. An instrument appointing proxy and the power of attorney or other authority under which it is signed or a notarized 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. Form of Proxy can be downloaded from Company's website:https://hiclpk.com/announcements-and-forms/
3. CDC Account Holders will further have to follow the under-mentioned guidelines as laid down in Circular 1 dated January 26, 2000 issued by the Securities and Exchange Commission of Pakistan.

1. For Attending AGM

1. In case of individuals, the account holder or sub-account holder whose securities and their registration details are uploaded as per the Regulations, shall produce proof of his / her identity by showing their Computerized National Identity Card (CNIC) at the time of attending the meeting.
2. In case of a corporate entity, a Board of Directors' resolution/power of attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the time of the Meeting.

1. For Appointing Proxy

1. In case of individuals, the account holder or sub-account holder whose registration details are uploaded as per CDC regulations shall submit the Proxy Form as per the above requirement.

1. Attested copies of CNIC of the beneficial owners and the proxy shall be furnished with the Proxy Form. The proxy shall produce his original CNIC at the time of the meeting.

Video Conference Facility can be availed by members of the Company. In this regard, please submit to the registered office address of the Company, the following request 10 days before holding the Annual General Meeting.

"I/We, ____________________ of _____________, being a member of Hallmark Company Limited,

holder of __________ ordinary share(s) as per registered Folio / CDC Account No. _______________

hereby opt for video conference facility at _________________________."

1. In compliance with Section 119 of the Companies Act, 2017 and Regulation 19 Companies (General Provisions and Forms) Regulations, 2018 members are requested to immediately provide their mandatory information such as CNIC number, updated mailing address, email, contact mobile/telephone number and International Banking Account Number (IBAN) together with a copy of their CNIC to update our records and to avoid any non-compliance of the law. Otherwise, all dividends will be withheld in terms of Regulation 6 of the Companies (Distribution of Dividends) Regulations, 2017;

•	For physical shares	to	M/s F.D. Registrar Services (Private) Limited
•	For shares in CDS	to	CDC Investors A/c Services or respective participant

1. Members are requested to submit a declaration (CZ-50) as per Zakat & Ushr Ordinance 1980 for zakat exemption and advise a change in address if any.

As per Section 242 of the Companies Act, 2017, in the case of a Public listed company, any dividend payable in cash shall only be remitted through electronic mode directly into the bank account designated by the entitled shareholders.

Therefore, through this notice, all shareholders are requested to update their bank account No. (IBAN) and details in the Central Depository System through respective participants. In case of physical shares, to provide bank account details to our Share Registrar, F.D. Registrar Services (Pvt.) Limited. Please ensure an early update of your particulars to avoid any inconvenience.

The members are hereby notified that pursuant to Section 143-145 of the Companies Act, 2017 and Companies (Postal Ballot) Regulations, 2018 amended through Notification dated December 05, 2022, issued by the Securities and Exchange Commission of Pakistan ("SECP"), wherein, SECP has directed all the listed companies to provide the right to vote through electronic voting facility and voting by post to the members on all businesses classified as special business.

Accordingly, members of Hallmark Company Limited (the "Company") will be allowed to exercise their right to vote through electronic voting facility or voting by post for the special business in its forthcoming 44th Annual General Meeting to be held on Saturday October 28, 2023 at 02:00 p.m., in accordance with the requirements and subject to the conditions contained in the aforesaid Regulations.

For the convenience of the Members, the ballot paper is annexed to this notice and the same is also available on the Company's website at https://hiclpk.com/announcements-and-forms/for download.

Procedure for E - Voting:

1. Details of the e-voting facility will be shared through an e-mail with those members of the Company who have their valid CNIC numbers, cell numbers, and e-mail addresses available in the register of members of the Company by the close of business on October 21, 2023.

1. The web address, login details, will be communicated to members via email. The security codes will be communicated to members through SMS from web portal through the e-voting service provider.
2. Identity of the Members intending to cast vote through e-Voting shall be authenticated through electronic signature or authentication for login.
3. E-Votinglines will start from October 25, 2023 at 09:00 a.m. and shall close on October 27, 2023 at 5:00 p.m. Members can cast their votes any time in this period. Once the vote on a resolution is cast by a Member, he / she shall not be allowed to change it subsequently.

Procedure for Voting Through Postal Ballot:

1. The members shall ensure that duly filled and signed ballot paper along with copy of Computerized National Identity Card (CNIC) should reach the Company Secretary through post on the Company's registered address 4th Floor, Tower B, World Trade Center, Khayaban-e-Roomi,Block-5, Clifton, Karachi South, Sindh 75600 or email at [e-mail] one day before the 44th Annual General Meeting on October 27, 2023, during working hours. The signature on the ballot paper shall match with the signature on CNIC.

This statement is being furnished in terms of the requirement under Section 134 (3) of the Companies Act, 2017, setting out material facts concerning the Special Business to be transacted at the 44TH Annual General Meeting of Hallmark Company Limited ("Company") which will be held on Saturday, October 28, 2023 at 11 AM.

The Securities and Exchange Commission of Pakistan has allowed listed Companies, through its S.R.O No.389(I)/2023 dated March 21, 2023 to circulate the Audited Annual Financial Statements to their Members through QR-enabled code and weblink instead of transmitting the Audited Annual Financial Statements through CD/DVD/USB. The Company shall circulate Audited Annual Financial Statements through email address in case it has been provided by the member to the Company, and upon demand, supply hard copies of the Audited Annual Financial Statements to the shareholders free of cost.

None of the Directors of the Company have any direct or indirect interest in this special business