Transmission of Annual Report for the Year Ended 30.06.2024

Annual Report

2024

DANDOT CEMENT COMPANY LIMITED

Contents

Company Information

1. Section 72 of the Companies Act, 2017 requires every company to replace its physical shares with book-entry form within the period to notify by the SECP.The shareholders having physical shareholding are accordingly encouraged to open their account with Investor Account Services of CDC or Sub-account with any of the brokers and convert their physical shares into scrip less form. This will facilitate the shareholders in many ways, including safe custody and sales of shares, any time they want, as the trading of physical shares is not permitted as per existing regulations of the Pakistan Stock Exchange Limited.
2. The shareholders can also provide their comments/suggestions for the proposed agenda items of the AGM on email: cfo@dandotcement.com.
3. Members interested to participate in the AGM proceedings via video link are required to provide following details at cfo@dandotcement.com.

Video link to join the AGM will be shared with only those Members whose emails, containing all the required particulars, are received at the above email address by the end of business on 27 October 2024. Login facility shall remain open till conclusion of the meeting on 28 October 2024.

11. Consent for Video Conference facility.

In compliance with Section 134(I)(b) of the Companies Act, 2017, if the Company receive consent from members holding aggregate 10% or more shareholding residing at geographical location to participate in the meeting through video link facility at least 10 days prior to the date of general meeting, the Company will arrange video link facility in that city.

To avail this facility, please provide following information and submit to registered office of the Company. The Company will intimate members regarding venue of video conference facility at least 5 days before the date of the general meeting along with complete information necessary to enable them to access the facility.

Signature of Member.

Vision

Strives to continue its path of market growth, consolidation and improvement, spanning the areas upto Abroad. Our vision is to establish a strong market presence, focused on customer brand loyalty and satisfaction, on long-term basis.

Envisions to maintain consistent quality, keep abreast with technology as well as up-date our dynamic managerial and human resource capabilities in a competitive business environment, and to accomplish further improvement in its market share in an aggressive growth scenario.

Mission

Mission is to perform to the highest levels of professional excellence within the industry and the national economy, while catering to the needs of our ever dedicated workforce, ensuring reasonable return to the stakeholders while delivering our product to the end consumer at competitive prices to accelerate the sustained development of Pakistan.

Chairman's Review Report

Dear Shareholders,

This report is submitted in terms of Section 192(4) of the Companies Act, 2017 on the overall performance and effectiveness of the Board in achieving the objectives, goals and mission of your Company. Following are the material details;

• The Board used its vast business knowledge and experience to navigate several challenges presented this year. The challenges were not only local but global, and had lasting effects which still have repercussions.
• Meetings of the Board and its committees have been held as per the requisite quorum. Agenda & notices have been circulated in advance, minutes appropriately recorded & maintained, decisions communicated and their execution monitored in compliance, thereafter.
• The Directors of the Board are fully aware of their duties under the Companies Act 2017. Further, they are provided with orientation courses to enable them in performing their duties effectively and diligently. This shall be pursued continuingly.
• In the best interest of the shareholders, the Board has a long-term view of the Company. Its key function is on strategy and legal compliance. The company successfully completed its Balancing, Modernization, and Replacement (BMR) activities and commenced its operations during the year. Currently, the Board playing an active role to optimize the electrical efficiency of plant by exploring the options to upgrade cement mill and to install a Waste and Heat Recovery plant.
• In this year, to carry out the above tasks, the Board has met frequently and regularly, and has monitored management's performance. It has utilized the services of internal auditors, external auditors and other independent consultants for assistance from time to time.
• The Board believes in transparency, professionalism and legal compliance. It has set the tone to this effect and shall implement & strengthen relevant internal controls and systems to ensure ethical and professional conduct of the Company at all levels.
  In the end, I would like to ensure the shareholders that your company in on the right track towards a proper turnaround. Through the values and principles mentioned above, we are persevering ahead, achieving interim goals to get to our final target of creating a successful and profitable company and realizing true potential value.

Company's Plan

Upon the commencement of operations after BMR, the management is actively working on various options to enhance the cement mill and to install a waste heat recovery plant. This initiative aims to reduce production costs through decreased electricity consumption, increase process reliability, and improve sustainability. To support this endeavor, the company has approached various investors and financial institutions to raise fresh capital to finance this project.

Auditors' Observations

The company successfully completed the process of Balancing, Modernization and Replacement (BMR) and the management is fully confident that the company will continue its operations as a going concern. Workers' compensation benefits in excess of statutory/legal requirements will be subject to recognition after final determination and verification by the Competent Authority. Letters for the balance confirmation circulated during the year but against that some replies have not been received. However, such balances have been verified by auditors through alternative audit procedures.

Adequacy of Internal Control

The Board of Directors recognizes its responsibility to ensure the adequacy of the internal control environment within the company. The internal financial controls have been implemented to safeguard the company's assets, ensure efficient operations, comply with applicable laws, and deliver reliable financial reporting. The Internal Audit Department regularly monitors the effectiveness of these controls, and the Audit Committee reviews financial statements on a quarterly basis.

Composition of the Board of Directors

As of June 30, 2024, the Board of Directors comprises nine members, including one female director, in compliance with the Companies Act 2017. The board includes

Directors' Remuneration

The Board of Directors is authorized to fix the remuneration of its members in accordance with the company's Articles of Association. The details of the remuneration for the CEO and Executive Directors are disclosed in Note 45 of the financial statements.

Election of Directors and Board Meetings

An election of directors was held on May 10, 2024, and the new board commenced its term on May 11, 2024. During the year ending June 30, 2024, the new Board of Directors held one meeting, while the previous Board held 11 meetings.

Audit Committee

The Board has constituted an Audit Committee in compliance with the Code of Corporate Governance, which includes:

• Zafar Ud Din Mahmood as Chairman
• Muhammad Farooq Naseem as a member
• Hamid Mahmood as a member

The committee held seven meetings during the year, and members who were unable to attend meetings were granted leave of absence as per the law.

Human Resource & Remuneration Committee

In compliance with the Code of Corporate Governance, the Board formed a Human Resource & Remuneration Committee. The committee members include:

• Murtaza Yousaf Mandviwala as Chairman
• Muhammad Farooq Naseem as a member
• Taha Muhammad Naseem as a member

The committee held two meetings during the year.

Subsequent Events

All subsequent events have been properly disclosed in the relevant notes to the audited financial statements of the company.

Change in Nature of Business

No change has occurred during the financial year concerning the nature of the business of the Company.

Environmental and Social Responsibility

Dandot Cement remains committed to its environmental and social responsibilities. The company's BMR activities have been successfully completed with an emphasis on reducing environmental impact, and the plant now operates in compliance with the required environmental standards. The company also takes proactive measures to safeguard the well-being of its employees and the surrounding communities.