OIL & GAS DEVELOPMENT COMPANY LIMITED
Notice of Annual General Meeting
Notice is hereby given that the 18th Annual General Meeting being Twenty Eighth meeting of the members of Oil and Gas Development Company Limited will Insha-Allah be held at Marriot Hotel Islamabad on October 15, 2015 at 9:00 a.m. to transact the following business:
1) To confirm the minutes of the 17th Annual General Meeting held on October 24, 2014.
2) To receive, consider and adopt the audited accounts of the Company for the year ended June 30, 2015 together with the Directors' and Auditors' Reports thereon.
3) To approve the final cash dividend @ 15% i.e. Rupees 1.5 per share for the year ended June 30, 2015 as recommended by the Board of Directors. This is in addition to three interim cash dividends totaling to 62.5% i.e. Rs.6.25/- per share already paid during the year.
4) To appoint Auditors for the year 2015-16 and fix their remuneration. The present auditors M/s KPMG Taseer Hadi & Co., Chartered Accountants and M/s. A.F Ferguson & Co., Chartered Accountants will stand retired on the conclusion of this meeting.
5) To transact any other business with the permission of the Chair.
By order of the Board
Islamabad (Ahmed Hayat Lak)
Date: September, 11 2015 Company Secretary
1- Participation in the Annual General Meeting
A member entitled to attend and vote at this meeting is entitled to appoint another person as his / her proxy to attend and vote. Proxies in order to be effective must be received at the Registered Office of the Company duly stamped and signed not less than 48 hours before the meeting.
2- 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:
a. For attending the meeting
In case of individuals, the account holder or sub-account holder and / or the person whose securities are in group account and their registration details are uploaded as per regulations, shall authenticate his / her identity by showing his / her original National Identity Card (NIC) original passport at the time to attending the meeting.
In the case of corporate entities, the 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.
b. For appointing proxies
i) In case of individuals, the account holder or sub-account holder and / or the person whose securities are in group account and their registration details are uploaded as per regulations, shall submit the proxy form as per the above requirement.
ii) The proxy form shall be witnessed by two persons whose names, addresses and CNIC number shall be mentioned on the form.
iii) Attested copies for CNIC or the passport of the beneficial owners and of the proxy shall be furnished with the proxy form.
iv) The proxy shall produce his / her original CNIC or original passport at the time of the meeting.
v) In the case of a corporate entity, the Board of Directors' resolution / power of attorney with specimen signature of the person nominated to represent and vote on behalf of the corporate entity shall be submitted (unless it has been provided earlier) along with proxy form to the Company.
3- Closure of Share Transfer Books
The share transfer books of the company will remain closed and no transfer of shares will be accepted for registration from October 08, 2015 to October 15, 2015 (both days inclusive). Transfers received in order at the Share Registrars' office M/s Central Depository Company of Pakistan Limited, Share Registrar Department, 99-B, Block 'B', CDC House, S.M.C.H.S Main Shara-e-Faisal, Karachi by the close of business on October 07, 2015 will be treated in time for the purpose of payment of final cash dividend, if approved by the Shareholders.
4- Change in Address
Members are requested to promptly notify any change in their address.
5. New Tax Implications on dividends:
Increased Tax Rates on Filers/ Non-Filers
Through the Finance Act, 2015, enhanced rate of withholding tax on dividend amount has been prescribed in the Income Tax Ordinance, 2001, (Ordinance). New tax rates are as under:
a) For Filers of Income Tax return 12.5%
b) For Non-Filers of Income Tax return 17.5%
A 'filer' is a taxpayer, whose name appears in the Active Taxpayers List (ATL) issued by FBR, from time to time, whereas 'non-filer' is a person other than a 'filer'. FBR has uploaded an ATL on its web-site, which can be accessed at http:// fbr.gov.pk.
The Company will check each shareholder's status on the latest ATL available at the first day of Book Closure and, if the shareholder's name does not appear on the ATL, the increased rate of withholding tax at 17.5% would be applied. In case of 'filer', withholding tax rate of 12.5% will be applicable.
The corporate shareholders having CDC accounts are required to have their NTN updated with their respective participants, whereas corporate physical shareholders should send a copy of their NTN certificate to our Share Registrars, mentioning their Folio No. and the name of the Company.
Taxation for Joint Shareholders
The FBR has clarified that where the shares are held in joint accounts/ names, each account/ joint holder will be treated individually as either a filer or a non-filer and tax will be deducted according to his/her shareholding. The shareholders, who are having joint shareholding status, are requested to kindly intimate their joint shareholding proportions to the Share Registrar of the Company M/s Central Depository Company of Pakistan Limited latest by October 07, 2015 in the following format:
Folio/ CDC A/c No.
Name of Shareholders (principle/ joint holders)
No. of Shares or percentage (Proportion)
If the shareholding proportion is not advised or determined, each joint shareholder will be assumed to hold equal proportion of shares and deduction of withholding tax will be made accordingly.
Requirement of Valid Tax Exemption Certificate for Claiming Exemption from Withholding Tax
As per FBR Circulars C.No.1(29)WHT/2006 dated 30 June 2010 and C.No. 1(43)DG(WHT)/2008-VoI.II-66417-R dated 12 May 2015, the valid exemption certificate is mandatory to claim exemption of withholding tax U/S 150 of the Income Tax Ordinance 2001 (tax on dividend amount) where the statutory exemption under Clause 47B of Part-IV of Second Schedule is available. The shareholders who fall in the category mentioned in above clause and want to avail exemption U/S 150 of the Ordinance, must provide valid Tax Exemption Certificate to our Share Registrars before book closure otherwise tax will be deducted on dividend as per applicable rates.