Lahore: First Capital Securities Corporation Limited has announced its intention to seek shareholder approval for the ratification of related party transactions conducted during the financial year ending June 30, 2026, and for those anticipated in the upcoming fiscal year. This development was disclosed in a notice issued by Sisley Group Company Limited, which holds a 9.9% stake in First Capital Securities. The shareholder meeting is scheduled for October 28, 2026.
The resolution, as proposed, aims to ratify transactions carried out in the previous fiscal year and authorize future transactions through June 30, 2027. The special resolutions will empower the company's Chief Executive to approve and execute these transactions as part of the company's normal business operations. The meeting will also address the procedural requirements under section 140(2) of the Companies Act, 2017.
According to information available from the Pakistan Stock Exchange (PSX), the necessity for shareholder approval arises due to the inability of the board to form a quorum for the approval of such transactions. This is attributed to a majority of directors having interests in the related parties, which include associated companies where they hold directorships or shares. The company's board is thus unable to independently approve these transactions as mandated by section 207 of the Companies Act, 2017.
The proposal further seeks to align with the Listed Companies (Code of Corporate Governance) Regulations, 2019, which necessitate quarterly board approvals for related party transactions. The resolution will allow the Chief Executive to undertake necessary actions and documentation related to these transactions, adhering to existing board-approved policies, during the fiscal year ending June 30, 2027.
The company's decision reflects its ongoing commitment to corporate governance standards and regulatory compliance, ensuring transparency and accountability in its financial dealings with related entities. Shareholders will be asked to consider and vote on these resolutions during the annual general meeting later this month.