DADABHOY CEMENT INDUSTRIES LIMITED
CONTENTS
P A G E | |
COMPANY'S VISION & MISSION STATEMENT | 1 |
COMPANY INFORMATION | 2 |
NOTICE OF ANNUAL GENERAL MEETING | 3 |
CHAIRMAN'S REVIEW | 4 |
DIRECTORS' REPORT | 5 |
STATEMENT OF COMPLIANCE WITH THE CODE | 10 |
OF CORPARATE GOVERNANCE | |
FINANCIAL REVIEW OF SIX YEARS | 13 |
REVIEW REPORT TO THE MEMBERS ON STATEMENT OF | 14 |
COMPLIANCE WITH BEST PRACTICES OF CODE OF | |
CORPORATE GOVERNANCE | |
AUDITOR'S REPORT TO THE MEMBERS | 16 |
STATEMENT OF FINANCIAL POSITION | 20 |
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE | 21 |
INCOME | |
STATEMENT OF CASH FLOWS | 22 |
STATEMENT OF CHANGES IN EQUITY | 23 |
NOTES TO THE FINANCIAL STATMENTS | 23 |
PATTERN OF SHAREHOLDINGS | 46 |
FORM OF PROXY | 47 |
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44TH ANNUAL REPORT | __ | , |
DADABHOY CEMENT INDUSTRIES LIMITED
Vision
Is recognized and accepted as leader in the country for
manufacturing
one of the best quality
cement in Pakistan
Mission
- To have a diversified customer base
- To serve the market through innovation & creations
- To offer a high rate of return to Shareholders
- To create a good work environment for our employees and faster team work & career development
- To operate ethically
- To serve the country to achieve the national goals
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44TH ANNUAL REPORT | __ | , |
DADABHOY CEMENT INDUSTRIES LIMITED
COMPANY INFORMATION
BOARD OF DIRECTORS
Mr. Fazal Karim Dadabhoy | Chief Executive |
Mr. Danish Dadabhoy | Chairman |
Mr. Shahban Ali | |
Mr. Jumma Baig | |
Mr. Mohammad Zaman | |
Mr. Munir Hussain | |
Mr. Liaquat Hussain |
CHIEF FINANCIAL OFFICER
Mr. Aslam Motan
COMPANY SECRETARY
Mr. Muhammad Rashid.
AUDITORS
M/s S.M. Suhail & Co., Chartered Accountants
LEGAL ADVISOR
Mr. Salim Thepdawala & Company
BANKER
Silk Bank Limited
Bank Al Habib Limited
REGISTERED OFFICE
Noor Centre Office No.4, 2nd Floor
Plot No. 30-C Ittehad Lane 12
Phase VII D.H.A, Karachi.
Tel : 021-35312004-9
URL : www.mhdadabhoy.com
SHARE REGISTRAR
Formerly M/s. Technology Trade (Pvt) Ltd.
Dagia House, 241-C, Block 2, P.E.C.H.S.
Off Shahrah-e-Quaideen, Karachi.
Telephone No. 43913 16-17, Fax No. 4391318
FACTORY
Nooriabad Deh Kalu Kohar,
District Dadu (Sindh)
HUMAN RESOURCE & REMUNERATION COMMITTEE
Mr. Jumma Baig | Chairman |
Mr. Danish Dadabhoy | Member |
Mr. Fazal Karim Dadabhoy | Member |
AUDIT COMMITTEE
Mr. Shahban Ali | Chairman |
Mr. Danish Dadabhoy | Member |
Mr. Fazal Karim Dadabhoy | Member |
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44TH ANNUAL REPORT | __ | , |
DADABHOY CEMENT INDUSTRIES LIMITED
N O T I C E O F A N N U A L G E NE R A L M E E T I NG
Notice is hereby given that the 44th Annual General Meeting of Dadabhoy Cement Industries Limited will be held on Monday the October 28th 2024 at 03:00 p.m. at Plot# 28-30/C, Suite# 4, 2nd Floor, Noor Centre, Khayaban-e-Ittehad, Lane# 12, Phase-VII, DHA, Karachi, to transact the following business:
ORDINARY BUSINESS:
- To read and confirm the minutes of 43rd Annual General Meeting (AGM) of the company held on October 27, 2023.
- To receive, consider and adopt the Audited Accounts of the company for the year ended June 30, 2024 together with Directors and Auditors Reports thereon.
- To appoint auditors for the year ending June 30, 2025 and fix their remuneration.
- To transact any other business with the permission of the Chair.
Karachi. | By Order of the Board |
October 07, 2024 | Company Secretary |
Note: |
- The Share Transfer Books of the company will remain closed from 21-10-2024 to 28-10-2024 (both days inclusive).
- A member entitled to attend, speak and vote at this meeting, may appoint another person as his / her proxy to attend, speak and vote on his / her behalf.
- Proxy forms in order to be effective, must be completed and received at the registered office of the company, duly stamped and signed not less than 48 hours before the meeting.
- All the members and the proxy holders need to verify their identity by showing original CNIC at the time of attending the meeting. In case of corporate entity, a certified copy of the resolution of the board of directors/ valid power of attorney having the same name and specimen signature of the nominee should be produced at the time of the meeting.
- The Financial Statement of the Company for the year ended June 30, 2024 will also be available at its official website:- www.mhdadabhoy.com
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44TH ANNUAL REPORT | __ | , |
DADABHOY CEMENT INDUSTRIES LIMITED
REVIEW REPORT BY THE CHAIRMAN
I am pleased to inform that for the financial year ended June 30, 2024, the overall performance of the Board has been satisfactory. However, there will always be room for improvement. Although the Company has been going through rough times in the recent past, especially due to the current economic situation of the country the Board has coped up well and have shown to be effective to the best of their abilities. The Board of Directors of the Company received agendas and supporting written material including follow up materials in sufficient time prior to the board and its committee meetings.
Furthermore, exciting times lie ahead for the Company as diversification strategies are being explored which will eventually benefit our shareholders.
____________________
Danish Dadabhoy
Chairman
Karachi - October 07, 2024
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44TH ANNUAL REPORT | __ | , |
DADABHOY CEMENT INDUSTRILES LIMITED
DIRECTORS' REPORT
In the name of Allah, the Most Merciful and the Most Benevolent
The directors of your company are pleased to present the Annual report and the audited financialstatementsfor the year ended June 30, 2024 together with the auditor's report thereon.
FINANCIAL POSITION AT A GLANCE
The Comparativefinancialresults of the company are summarized below:
June 30, | June 30 | |
2024 | 2023 | |
--- (Rupees in '000) --- | ||
Sales-Net | - | - |
Cost of sales | - | - |
Gross profit | - | - |
Administrative expenses | (17,714) | (12,906) |
Finance cost | - | - |
Operating loss | (17,714) | (12,906) |
Other charges | (531) | (596) |
Other income | 23,411 | 17,999 |
Profit / (Loss) before taxation | 5,166 | 4,469 |
Taxation | (293) | (886) |
Profit after taxation | 4,873 | 3,610 |
Profit per share | 0.05 | 0.04 |
The Company continued to be in a loss position because operationally it continued to stay inactive.
PRINCIPAL RISKS AND UNCERTAINTIES
The Company is exposed to certain inherent risks and uncertainties. However, we consider the following as key risks:
- Re-structuringof the team to align with the new strategic direction of the Company.
- Exploring new ventures for diversification.
The Company is working with internal and external stakeholders to mitigate / reduce to acceptable level the likely impacts of the aforesaid risks.
44THANNUAL REPORT
DADABHOY CEMENT INDUSTRILES LIMITED
BUSINESS PERFORMANCE HIGHLIGHTS
The Company's performance from a business viewpoint remained status quo this year and the focus was on preparing and developing a strong strategic and financial plan. We are confident that in the coming years, the Company's performance will see an upward growth.
CORPORATE SOCIAL RESPONSIBILITY
No significant activities were undertaken from the platform of the Company as far as CSR is concerned since the Company was not operationally active this year. However, in the coming years as the revenue grows, the management will allocate a certain percentage to multiple initiatives such as child education and health as we believe these are the two key areas which require the most attention of the corporate sector.
OBSERVATION OF THE AUDITORS
As regards the material uncertainty to continue as a going concern, we would like state that the management is focused on reviving the operations of the Company which is further elaborated in 'Future Outlook' section of this Report.
AUDITORS
The present Auditors, M/s. S.M Suhail & Co., Chartered Accountants, retired and being eligible have offered themselves for reappointment. Audit committee has recommended the reappointment.
REMUNERATION POLICY OF NON-EXECUTIVE DIRECTORS
Owing to the financial outlook of the Company, Non-Executive and Independent Directors of the Company have voluntarily waived their remuneration for attending the Board and Committee meetings of the Company.
PATTERN OF SHARES HOLDING
Pattern of shareholding as at June 30, 2024 required under the reporting framework is annexed.
FUTURE OUTLOOK
We are fully determined to move the Company from present situation and give a strong strategic direction to the Company.
In this regard, we have been corresponding with the prospective investors to attract the investment in the Company. Considering the increasing demand and expected growth in cement industries, we are hopeful to achieve its objective.
44THANNUAL REPORT
DADABHOY CEMENT INDUSTRILES LIMITED
The Securities and Exchange Commission of Pakistan (SECP) provided the Company with a hearing opportunity on March 31, 2021, leading to the submission of a board-approved revival plan on April 16, 2021, along with a request for the withdrawal of the impugned order. On March 25, 2024, as per the Pakistan Stock Exchange (PSX) notice (Reference PSX N-267), the impugned order dated October 28, 2019, was set aside, paving the way for the Company's continued progress and operational revival.
INTERNAL FINANCIAL CONTROLS
The directors are aware of their responsibility with respect to internal financial controls. Currently there are weak or no financial controls as the Company is not operationally active. However, strong controls will be implemented once the Company is in operation.
EARNING PER SHARE
The profit / (loss) per share of the company as at 2024 stood at Rs. 0.05(2023: Rs. 0.04) per share.
STATEMENT ON CORPORATE AND FINANCIAL FRAMEWORK
The Directors of the Company are aware of their responsibilities under the Code of Corporate Governance incorporated in the Listing Regulations of the stock exchange where the Company is listed.All necessary steps are being taken to ensure appropriate Corporate Governance in the Company as required by the Code.
- The Financial Statements prepared by the Management of the Company, present fairly the result of its operations, cash flows and changes in equity.
- Proper books of account of the Company have been maintained.
- Appropriate accounting policies have been consistently applied in preparation of financial statements and accounting estimates are based on reasonable and prudent judgment.
- International Accounting and Financial reporting Standards, as applicable in Pakistan, have been followed in preparation of financial statements and any departure there from has been adequately disclosed.
- As already stated above the Company has already developed a business plan and negotiations are underway with prospective investors from the hospitality sector.As such the management does not see any significant doubt to continue as going concern.
- Key operating and financial data for last six years is annexed with financial statement.
- The Company has neither declared dividend nor issued bonus shares for the current financial year because of operating and accumulated losses incurred.
44THANNUAL REPORT
DADABHOY CEMENT INDUSTRILES LIMITED
- Information about taxes and levies is given in the notes to and forming part of financial statements.
- The Company does not have any scheme for its employees.
- During the year,4 meetings of the Board of Directors,4meetings of the audit committee and 1 meeting of the Human Resource and Remuneration (HR&R) Committee were held separately. Attendance by each Director and member of the Committees is annexed below.
- The Company has no overdue of any substantial bank loan since now the same have been cleared.
- There was no trading in shares of the Company by its directors, CEO, CFO, Company Secretary and their spouses and minor children.
THE COMPOSITION OF THE BOARD
Total number of directors are seven as per the following:
- Male: Seven
- Female: None
Composition of the Board is as follows:
Category | Names | |
a. | Independent Directors | Mr. Shahban Ali |
Mr. Muhammad Zaman | ||
Mr. Jumma Baig | ||
b. Other Non-Executive Director | Mr. Liaquat Hussain | |
Mr. Munir Hussain | ||
c. | Executive Directors | Mr. Fazal Karim Dadabhoy |
Mr. Danish Dadabhoy |
MEETINGS OF THE BOARD OF DIRECTORS
During the year four meetings of Board of directors were held. Attendance by each director is as follows.
Name of Directors | No. of Meetings |
Attended | |
Mr. Fazal Karim Dadabhoy | 4 |
Mr. Danish Dadabhoy | 4 |
Mr. JummaBaig | 4 |
Mr. Shaban Ali | 4 |
Mr. Muhammad Zaman | 4 |
Mr. Munir Hussain | 4 |
Mr. Liaquat Hussain | 4 |
44THANNUAL REPORT
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