FAISALABAD: Rafhan Maize Products Company Limited has announced a series of proposed amendments to its Memorandum and Articles of Association, set to be discussed at its 139th Extraordinary General Meeting. The meeting is scheduled to take place on August 12, 2026, at the company's Head Office on Rakh Canal East Road, Faisalabad.
The company intends to introduce significant changes aimed at revising its operational framework and governance structures. Among the proposed modifications to the Memorandum of Association is the deletion of the phrase “at Faisalabad” from Object Clause II, allowing for more operational flexibility beyond the geographical confines of Faisalabad. Furthermore, an additional sub-clause, Sub Clause 34, is proposed to expand the scope of lawful business activities the company may undertake while reinforcing compliance with legal and regulatory standards.
Changes to the Articles of Association include the removal of specific affiliations with Ingredion Incorporated from Clause 2 (f), and the introduction of a new definition for "Nishat Shareholders." This classification encompasses a group of shareholders, including notable entities such as Nishat Hotels and Properties Limited, Nishat Mills Limited, D.G Khan Cement Company Limited, and several individuals from the Mansha family.
Additional amendments include the substitution of "Ordinary Resolution" with "Special Resolution" in Article 18 and a revision of Article 29 to increase the minimum number of shareholders required to ten, representing at least 60% of the company’s total shareholding. These changes aim to adjust the governance mechanisms to accommodate the evolving shareholder structure.
In alignment with compliance updates, Article 49 is rephrased to reference the Companies Act, 2017, and the Companies Regulations 2024, ensuring the articles remain consistent with current legal standards. The amendments also propose that the term "Nishat Shareholders" replace "Ingredion Incorporated" in various articles, reflecting the shift in the company's shareholder dynamics.
Additionally, the proposal includes a new Article 71A, which asserts that the provisions of the Shareholders Agreement between Ingredion Incorporated and the Nishat Shareholders will take precedence over existing articles within the association.
According to information available from the Pakistan Stock Exchange (PSX), these proposed changes come amidst broader strategic realignments within the company, indicating a significant move in its corporate governance strategy.
The meeting will also address a Statement of Material Facts as required under Section 134(3) of the Companies Act, 2017, which has been annexed to the notice circulated to the company's members.