Page 163 - InterloopAnnualReport2021

STATEMENT OF MATERIAL

FACTS CONCERNING

SPECIAL SPECIAL BUSINESS

PURSUANT TO SECTION

134(3) OF THE COMPANIES

ACT, 2017

This statement sets out the material facts concerning the Special Business given in agenda items No.5, 6, 7 & 8
of the Notice of AGM, which will be considered to be passed by the members. The purpose of this Statement
is to set forth the material facts concerning such Special Business.

Agenda Item No. 5 of the Notice –
To consider and approve issue of fully paid bonus shares.

With a view to capitalize the Share Premium balance, the Board of Directors of the company in its meeting held
on September 15, 2021 have proposed to issue bonus shares at the ratio of 3:100; i.e., 3 (Three) fully paid-up
ordinary shares for every 100 (One Hundred) ordinary shares held, thereby capitalize a sum of Rs. 261,659,240.
These Bonus Shares shall rank pari passu with the existing ordinary shares of the company, as regards future
dividend and in all other respects. However, they will not qualify for the final cash dividend declared for the year
ended June 30, 2021.
The Directors are not interested in this business except as shareholders of the company.

Agenda Item No. 6 of the Notice –

Increase in Authorized Capital to be passed as a Special Resolution.
The Board of Directors of the company in their meeting held on September 15, 2021 approved the increase
in the Authorized Share Capital of the company from Rs. 10,000,000,000 (Rupees Ten Billion only) divided
into 1,000,000,000 (One Billion) of the nominal value of Rs.10 (Rupees Ten) each Ordinary Shares to Rs.
15,000,000,000 (Rupees Fifteen Billion only) divided into 1,500,000,000 (One Billion Five Hundred Million) of the
nominal value of Rs.10 (Rupees Ten each) Ordinary Shares. This increase in Authorized Capital is indispensable
to accommodate the current bonus issue of 3% bonus shares as mentioned in Item No. 5 of the Agenda. Further
the current increase in Authorized Capital is proposed to anticipate any increase in issue of shares as the total
Authorized Capital of the company is 87% issued, paid-up and subscribed.

The Directors are not interested in this business except as shareholders of the company.
Agenda Item No. 7 of the Notice –

To ratify and approve transactions conducted with the Related Parties for the years ended June 30, 2019
to June 30, 2021.
Transactions conducted with the Related Parties have to be approved by the Board of Directors duly recommended
by the Audit Committee on quarterly basis pursuant to clause 15 of the Listed Companies (Code of Corporate
Governance) Regulations, 2019. However, since majority of the company’s Directors were interested due to their
common directorships and therefore these transactions are being placed for the
approval by shareholders in the 29th Annual General Meeting of the company.
All the transactions with the Related Parties to be ratified have been disclosed in the note 43/47 of the Annual
Audited Financial Statements for the years ended June 30, 2019 to June 30, 2021 respectively. The company
carries out transactions in the normal course of business. All transactions entered into with related parties require
the approval of the Audit Committee of the company. Upon the recommendation of the Audit Committee, such

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