Precious Shipping Public Company Limited
Precious Shipping Public Company Limited (PSL) is a pure dry cargo ship-owner operating in the small handy size sector of the Tramp freight market. This segment is extremely fragmented & characterized by companies owning 2 or 3 ships. PSL's 44 ship fleet makes it one of the largest, if not the single largest, company in the world operating in this segment. PSL was established in December 1989 and commenced commercial operations in March 1991 after obtaining the approvals from the Bank of Thailand and the Board of Investment. PSL was granted "listed" status on the Stock Exchange of Thailand on the 16th of September 1993.
Now we discuss the annual general meeting of Precious Shipping Public Company Limited.
Firstly we briefly discuss on what is annual general meeting?
Annual general meeting
Annual general meeting means A meeting convened and held every company, whether public, private or guarantee for the first time after incorporation within 18 months of such events and there after, every calendar year its through out its existence (sec 158) demands a there shall be 1 general meeting in every year and there shall be as many general meetings as there are years in the existence of a company
Purpose of Annual General meeting
http://scribd1.blogspot.com/Gathering of the directors and stockholders (shareholders) of every incorporated firm, required by law to be held each calendar year. Generally, not more than 18 months are allowed to elapse between two AGMs, and a 21-day's written notice of its date is required to be given to the stockholders. The main purpose of an AGM is to comply with legal requirements, such as the presentation and approval of the audited accounts, election of directors, and appointment of auditors for the new accounting term. Other items that may also be discussed include compensation of officers, confirmation of proposed dividend, and issues raised by the stockholders. Called annual meeting in the Pakistan.
Notice of Annual General Meeting
Date and Time of Annual general meeting (AGM)
The Annual General Meeting of Shareholders No.1/2008 of Precious Shipping Public Company Limited
(The “Meeting”) was held on Thursday, 27th March 2008 at 14:00 hours at Amari Atrium Hotel, Bussarakam
Ballroom, 1880 New Petchburi Road, Bangkapi, Huay Kwang, Bangkok 10320.
There will be passed difference resolutions in this meeting and a special resolution will be placed for approval and these resolutions are as
· To receive and adopt the Financial Statements of the Group for the 12 months ended 31 March 2008 together with the Reports of the Directors and Auditors thereon
· To re-elect as a. Mr. Munir Moinuddin Hashim director who retires by rotation in accordance with the Company’s Articles of Association and offers himself for re-election.
· To re-elect as a Mr. Jaipal Mansukhani – Director who retires by rotation in accordance with the Company’s Articles of Association and offers himself for re-election
· To reappoint PricewaterhouseCoopers LLP, Chartered Accountants, London as auditors to hold offce from the conclusion of this meeting until the conclusion of the next meeting at which accounts are laid before the Company, at a level of remuneration to be determined by the directors
Minutes of the Annual General Meeting (AGM) of the Shareholders No. 1/2008
The Chairman introduced the Directors and others present at the Meeting as follows:
Directors Present:
1. Admiral Amnad Chandanamattha - Chairman of the Board of Directors
2. Mr.Khalid Moinuddin Hashim - Managing Director and Executive Director
3. Mr. Suphat Sivasriumphai - Independent Director and Audit Committee Member
4. Police Lt. Gen. Kiattisak Prabhavat - Chairman of Audit Committee and Independent Director
5 Executive Director
6. Mr. Kirit Shah – Director
7. Mr. Khushroo Kali Wadia – Executive Director
8. Mr. Thira Wipuchanin - Independent Director
Others Present:
1. Ms. Somprathana Thepnapaplern - Company Secretary, Precious Shipping PCL
2. Mr. Kittipong Petchkul – Internal Auditor, Precious Shipping PCL
3. Ms. Sumalee Reewarabandith - Auditor from Ernst & Young, Statutory Auditors
4. Ms. Sansanee Chaowalit - Audit manager from Ernst & Young, Statutory Auditors
5. Mr. Panu Kongtan - from Seamico Securities PCL, Independent Financial Advisor
6. Ms. Pachinee Kunteekan - Representative of the Stock Exchange of Thailand (SET)
7. Mr. Tanawin Pirentorn – Lawyer from Linklaters, Bangkok to inspect the vote count for Agenda No. 8
Related to the re-election of Directors.
Quorum
Admiral Dr. Amnad Chandanamattha was the Chairman of the Meeting. The Chairman informed the Meeting that 195 shareholders were present at the Meeting (in person and by proxy)
Representing a total of 761,388,516 shares, equivalent to 73.24% which is more than 1/3 of the total number of share issuedby the Company which is 1,039,520,600 shares. This constituted a quorum in accordance with theProvisions of the Articles of Association of the Company.
The Chairman then declared the Meeting opened and proceeded with the following agenda.
The Chairman informed the shareholders about the votes and voting procedures as under:
1. One share would have one vote.
2. The Meeting and voting would precede through the sequence of the given agenda items.
3. For the voting procedures, the Chairman would ask for approval of the shareholders after
Discussion of each agenda item by a show of hands. If there is any shareholder who wishes to
vote against or not in favor of an agenda tem, the said shareholder could express his/her intention by showing his/her hand and expressing his/her intention, in which case, the Chairman would request shareholders to vote on the given ballot paper and the Company’s officers would collect them for summarising the results of the vote. Thereafter, the Chairman would announce the results of the vote.
However, for Agenda item No. 8 related to the election of the Directors, notwithstanding the show of hands, the Company would follow the recommended practices of the SEC pursuant to which, the shareholders would be requested to vote on the given ballot paper which would be collected and tallied.
4. The resolution of the meeting shall require the majority vote of the shareholders who have
attended the meeting and have the right to vote except:on Agenda item no. 8 which is about the consideration of the Directors’ Remuneration which would require a vote of not less than two-thirds of the total number of votes of the shareholders who have attended the meeting and have the right to vote.
Agenda 1 To acknowledge the Minutes of the Extraordinary General Meeting of the Shareholders No. 2/2007 held on 30th August 2007.
The Chairman proposed that the Meeting acknowledge the Minutes of the Extraordinary
General Meeting of the Shareholders No. 2/2007 held on 30th August 2007, circulated to all
Shareholders prior to this Meeting.
Resolution: The Meeting unanimously resolved to acknowledge the Minutes of the
Extraordinary General Meeting of the Shareholders No. 2/2007 held on 30th August 2007 as
proposed by the Chairman. The Chairman announced the votes (including the votes of
additional shareholders who had registered at this stage) as follows:
Approved 761,388,616 votes equivalent to 100.00%
Disapproved - votes equivalent to 0%
Abstained
Total
- votes
761,388,616 votes
equivalent to
equivalent to
0%
100.00%
Agenda 2 To acknowledge the 2007 Annual Report of the Board of Directors.
The Chairman proposed that the Meeting acknowledge the 2007 Annual Report of the
Board of Directors, circulated to all shareholders prior to this Meeting.
Resolution: The Meeting unanimously resolved to acknowledge the 2007 Annual Report
of the Board of Directors as proposed by the Chairman. The Chairman announced the
votes (including the votes of additional shareholders who had registered at this stage) as
follows:
Approved 761,394,616 votes equivalent to 100.00%
Disapproved - votes equivalent to 0%
Abstained
Total
- votes
761,394,616 votes
equivalent to
equivalent to
0%
100.00%
Agenda 3 To acknowledge the Audit Committee Report.
The Chairman proposed that the Meeting acknowledge the Audit Committee Report,
contained in the 2007 Annual Report on Page Nos. 45 and 47, circulated to all shareholders
Prior to this Meeting.
Resolution: The Meeting unanimously resolved to acknowledge the Audit Committee
Report as proposed by the Chairman. The Chairman announced the votes (including the
votes of additional shareholders who had registered at this stage) as follows:
Approved 761,958,616 votes equivalent to 100.00%
Disapproved - votes equivalent to 0%
Abstained
Total
- votes
761,958,616 votes
equivalent to
equivalent to
0%
100.00%
Agenda 4 To consider and approve the Audited Balance Sheet and the Statement of Profit andLoss for the year ended December 31, 2007.
The Chairman proposed that the Meeting consider and approve the Audited Balance Sheet
and the Statement of Profit and Loss for the year ended December 31, 2007, which were
approved by the Audit Committee and the Board of Directors and contained in the 2007
Annual Report on Page Nos.191-267.
The Chairman further informed the Meeting that the Auditors have issued an unqualified
Audit Report for the year ended December 31, 2007.
Question: Khun Supoj Aue-Chailertkul, the representative of the Thai Investors Association asked
what was the effect from the sale of 10 ships to the income.
Answer: The Chairman replied that the Company had sold the old 10 ships and the balance fleet size
as of the end of the year is at 44 ships representing 1,130,280 dwt. And the income from the
10 sold ships would now not be earned by the Company.
Question: What is the method of computing the gain on the sale of the ships?
Answer: Khun Thira replied that the gain would be sale price less the book value of the ship.
Question: If the ships had not been sold, what would have been the income we would have earned?
Answer: Khun Thira replied that it could have been about 8,000 -9,000 USD per day per ship less
operating expenses which would have been higher than our average since the ships sold
were very old.
Question: Pisit Sutheeluksanaporn, shareholder, asked why there is a corporate income tax for the
year 2007 and not for the year 2006.
Answer: Khun Thira replied that the corporate income tax for the year 2007 represented the income
tax on the gain on sale of the old 10 ships. Our normal International Shipping Income is
exempt from income-tax.
Resolution: The Meeting resolved to approve the Audited Balance Sheet and the
Statement of Profit and Loss for the year ended December 31, 2007 as proposed by the
Chairman. The Chairman announced the votes (including the votes of additional
shareholders who had registered at this stage) as follows:
Approved 752,724,116 votes equivalent to 98.75%
Disapproved - votes equivalent to 0%
Abstained
Total
9,498,200 votes
762,222,316 votes
equivalent to
equivalent to
1.25%
100.00%
Agenda 5 To acknowledge aggregate interim dividends of Baht 1.50 per share for the year 2007.
The Chairman informed the Meeting that pursuant to Section 115 of the Public Limited
Company Act B.E. 2535 and Article No. 53 of the Articles of Association of the Company, the
Board of Directors may, from time to time, pay to the shareholders interim dividends as
appeared to the Board of Directors to be justified by the profits and retained earnings of the
Company and shall report all such interim dividends to the shareholders in the next
shareholders’ meeting.
The Chairman would like to inform the Meeting that during the year 2007 the Board of
Directors declared and paid three interim dividends as follows:
Interim Dividend Number 1
At the meeting of the Board of Directors of the Company No. 4/2007 held on 7th May 2007
at 14.00 hours at the Registered Office of the Company, the Board of Directors approved
an interim dividend based on the operations of the Company as of 31st March 2007 at
Baht 0.50 per share on the ordinary shares of the Company. The Shareholders Register
was closed on 25th May 2007 at 12.00 noon to determine the shareholders who were
entitled to receive the dividend. The payment was made on 5th June 2007.
Interim Dividend Number 2
At the meeting of the Board of Directors of the Company No. 7/2007 held on 8th August
2007 at 11.00 hours at the Registered Office of the Company, the Board of Directors
approved an interim dividend based on the operations of the Company as of 30th June
2007 at Baht 0.50 per share on the ordinary shares of the Company. The Shareholders
Register was closed on 23rd August 2007 at 12.00 noon to determine the shareholders
who were entitled to receive the dividend. The payment was made on 4th September 2007.
Interim Dividend Number 3
At the meeting of the Board of Directors of the Company No. 9/2007 held on 15th November
2007 at 14.00 hours at the Registered Office of the Company, the Board of Directors
approved an interim dividend based on the operations of the Company as of 30th September
2007 at Baht 0.50 per share on the ordinary shares of the Company. The Shareholders
Register was closed on 30th November 2007 at 12.00 noon to determine the shareholders
who were entitled to receive the dividend. The payment was made on 13th December 2007.
Resolution: The Meeting unanimously resolved to acknowledge the aggregate interim
dividends of Baht 1.50 per share, paid three times as above, in the year 2007 at Baht 0.50
per share, each time, on the ordinary shares of the Company as proposed by the Chairman.
The Chairman announced the votes (including the votes of additional shareholders who had
registered at this stage) as follows:
Approved 767,612,616 votes equivalent to 100.00%
Disapproved - votes equivalent to 0%
Abstained
Total
- votes
767,612,616 votes
equivalent to
equivalent to
0%
100.00%
Agenda 6 To consider and approve the appropriation of profit and dividend payment from the Company’s operational results of the year 2007.
The Chairman informed the Meeting that the resolution of the Annual General Meeting of
the Shareholders No. 1/2004 held on 30 April 2004 had approved an amendment to the
dividend policy with effect from the year 2004 and onwards to be not less than 25% of Net
Profit after taxes (the “Dividend Policy”).
For the year ended 31st December 2007, the Company’s Net Profit after tax was Baht
4,160.14 million.
In accordance with Section 116 of the Public Limited Companies Act B.E. 2535 and Article
No. 55 of the Articles of Association of the Company, the Company must appropriate
part of the annual net profit to a reserve fund (the “Legal Reserve”), which must be at
least 5% of the annual net profits extracted by the accumulated loss brought forward (if
any) until the Legal Reserve reaches an amount of not less than 10% of the registered
capital of the Company.
During the year 2007, the Company had set aside to the Legal Reserve a sum of Baht
51,952,060, whereby the amount of total Legal Reserve as of 31st December 2007 had
reached Baht 103,952,060 which is 10% of the registered capital of the Company and
therefore has already reached the maximum limit as per the above requirement.
The Chairman proposed that the Meeting consider and approve a final dividend payment
in the amount of Baht 0.75 per share. When aggregated with the three interim dividends
declared and paid during 2007 in the aggregate amount of Baht 1.50 per share, the total
dividend payment from the profit of the year 2007, paid in the form of cash, would be Baht
2.25 per share. The shareholders, whose names appear in the Shareholders Register on
the date of the closure of the Shareholders Register, namely 7th March 2008, at 12.00
hours, will be entitled to receive the dividend payment. The dividend payment will be
made on 10th April 2008.
Question: Khun Supoj Aue-Chailertkul, the representative of the Thai Investors Association, asked
whether the shareholders could use the tax credit for the dividend income.
Answer: Khun Thira replied that there is no tax credit for this dividend because PSL as the holding
company had received dividends free of tax from its subsidiaries and therefore the
dividends paid by PSL are out of income which is free of tax and PSL has not paid any
tax to the Revenue Department. Further, PSL has not obtained any privileges from the
BOI which exempts dividends received by shareholders of PSL from tax.
Resolution: The Meeting resolved to approve the payment of the final dividend in the
amount of Baht 0.75 per share. When aggregated with the three interim dividends declared
and paid during 2007, the total dividend payment from the profit of the year 2007 would be
Baht 2.25 share to the shareholders whose names appear in the Shareholders Register on
the date of the closure of the Shareholders Register, namely 7th March 2007 at 12.00 hours.
The dividend payment will be made on 10th April 2008 as proposed by the Chairman. The
Chairman announced the votes (including the votes of additional shareholders who had
registered at this stage) as follows:
Approved 767,612,916 votes equivalent to 100.00%
Disapproved - votes equivalent to 0%
Abstained
Total
700 votes
767,613,616 votes
equivalent to
equivalent to
0%
100.00%
Agenda 7 To consider and approve the appointment of the Auditors of the Company and to fix their remuneration for the year 2008.
The Chairman informed the Meeting that Ernst & Young Office Limited has been the
Auditors of the Company and its subsidiaries since 2001. Ernst & Young Office Limited is a
reputable audit firm, independent and has shown satisfactory performance according to past
records. Miss Sumalee Reewarabandith, Certified Public Accountant (Thailand) No. 3970 of
Ernst & Young Office Limited, has been the Company’s Auditor since the year 2003 to 2007
(5 years) which is the maximum consecutive period allowed for any one auditor under the
applicable regulation of the SEC and therefore, she is not eligible for re-appointment.
However, the Company may, under the applicable regulation of the SEC, appoint new
auditors from the same audit firm.
The Chairman then proposed that the Meeting consider and approve the appointment of
the following auditors of Ernst & Young Office Limited as the auditors of the Company for
the year 2008, with audit fees in an amount not to exceed Baht 1.80 million plus out-of
pocket expenses.
1. Mr. Chayapol Suppasedtanon Certified Public Accountant (Thailand) No. 3972
2. Ms. Vissuta Jariyathanakorn Certified Public Accountant (Thailand) No. 3853
3. Ms. Rungnapa Lertsuwankul Certified Public Accountant (Thailand) No. 3516.
The Chairman further informed the Meeting that any of the above auditors is qualified to
conduct the audit and express an opinion on the financial statements of the Company. In
the event that any of the above auditors is not available, Ernst & Young Office Limited is
authorized to nominate a qualified and competent auditor from Ernst & Young Office
Limited (other than Miss Sumalee Reewarabandith) to conduct the Audit.
Resolution: The Meeting resolved to approve the appointment of all of the abovementioned
persons (or another nominated auditor as explained above) from Ernst & Young
Office Limited as the Auditors of the Company for the accounting year ended December 31,
2008 with audit fees of an amount not exceeding Baht 1.80 million plus out-of pocket
expenses. The Chairman announced the votes (including the votes of additional
shareholders who had registered at this stage as follows:
Approved 765,877,016 votes equivalent to 99.77%
Disapproved 1,642,800 votes equivalent to 0.22%
Abstained
Total
98,500 votes
767,618,316 votes
equivalent to
equivalent to
0.01%
100.00%
Agenda 8 To consider and approve re-election of the Directors who retire by rotation.
The Chairman informed the Meeting that in accordance with Section 71 of Public Limited
Companies Act B.E. 2535 and Article No. 17 of the Articles of Association of the Company,
at every Annual General Meeting, one-third of the Directors, or, if their number is not a
multiple of three, then the number nearest to one-third, must retire from office.
The Directors retiring in the first and second years following the registration of the
Company, shall be drawn by lots. In every subsequent year, the Director who has been
longest in office shall retire. A retiring Director is eligible for re-election.
The following Directors will retire by rotation and are nominated for re-election:
1. Mr. Munir Moinuddin Hashim, Executive Director. He has held the director’s position in
the Company for 17 years.
2. Mr. Khushroo Kali Wadia, Executive Director. He has held the director’s position in the
Company for 9 years.
3. Mr. Suphat Sivasriaumphai, Independent Director. He has held the director’s position
in the Company for 19 years.
4. Mr. Jaipal Mansukhani, Director. He has held the director’s position in the Company
for 15 years.
The Chairman informed the Meeting that the Nomination Committee has considered the
knowledge, experience (including the past performance as Director) and capability of the
candidates for the nomination. The Board of Directors, with the recommendation of the
Nomination Committee, is of the opinion that the above four directors are eligible and are
nominated for re-election. The above four directors are mature and widely experienced in
International Business and have vast experience, specifically in International Trading and
Shipping. It is expected that the Company will benefit immensely from the experience,
ideas and suggestions, that they will bring to the Board of Directors.
The Chairman further informed the Meeting that Independent Directors have no
relationship and no conflict of interest with the Company, subsidiaries, management and
major shareholders that may obstruct their independent judgment.
The Chairman then proposed that the Meeting consider and approve the re-election of the
above four directors who retired by rotation.
The Chairman requested the shareholders to vote on the given ballot papers for the reelection
of each of the directors separately.
Resolution: The Meeting resolved to approve the re-election of the above four directors
who retired by rotation as proposed by the Chairman. The Chairman announced the votes
as follows:
Approved Disapproved Abstained Name of director
Votes % Votes % Votes %
Mr. Munir Moinuddin
Hashim
764,099,316 99.54 3,405,600 0.44 113,400 0.02
Mr. Khushroo Kali Wadia 764,099,316 99.54 3,405,600 0.44 113,400 0.02
Mr.Suphat Sivasriaumphai 760,865,316 99.12 6,639,600 0.86 113,400 0.02
Mr.Jaipal Mansukhani 764,100,316 99.54 3,405,600 0.44 112,400 0.02
Total votes of each director are 767,618,316 equivalents to 100%.
Agenda 9 To consider and approve the Directors’ remuneration for the year 2008.
The Chairman informed the Meeting that the Remuneration Committee and the Board of
Directors has considered the remuneration paid by the Company in accordance with
International Standards and comparable with other equivalent listed companies including
companies in the transportation industry in Thailand and abroad. A comparison with the
other listed companies on the Stock Exchange of Thailand and in the same sector along
with the details of Directors’ remuneration paid by the Company in year 2007 is provided
in the 2007 Annual Report on page nos.61 and 63
(Admiral Dr. Amnad Chandanamattha)
Chairman of the Board of Directors of
Precious Shipping Public Company Limited
Assignment
CORPORATE &BUSINESS LAW
ANNUAL GENERAL MEETING&NOTICE
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