Contents
Company Information | 2 |
Mission Statement | 3 |
Notice of Annual General Meeting | 4 |
Chairman's Review | 7 |
Directors' Report | 8 |
Key Operating and Financial Data | 13 |
Statement of Compliance with listed companies Code of Corporate Governance | 14 |
Independent Auditor's Review Report to the members | 17 |
Independent Auditor's Report to the members | 19 |
Statement of Financial Position | 25 |
Statement of Profit & Loss Account | 26 |
Statement of Comprehensive Income | 27 |
Statement of Cash Flow | 28 |
Statement of Changes in Equity | 29 |
Notes to the Financial Statements | 30 |
Pattern of Shareholding | 66 |
Form of Proxy | 69 |
Form of Proxy (Urdu) | 70 |
Directors' Report (Urdu) | 76 |
Notice of Annual General Meeting (Urdu) | 79 |
Jama Punji |
ANNUAL REPORT 2024
Company Information
BOARD OF DIRECTORS | |
Non-Executive Directors | |
Mr. Mehmood-ul-Hassan Asghar | Chairman Board of Directors |
Mr. Abdul Basit | |
Mr. Muhammad Hanif German | |
Mr. Ghazanfar Baber Siddiqi | |
Mrs. Nida Jamil | Female Director |
Executive Director | |
Mr. Waseem-ul- Haque Ansari | |
Independent Director | |
Mr. Aziz-ul-Haque | |
CHIEF EXECUTIVE OFFICER | |
Mr. Waseem-ul- Haque Ansari | |
COMPANY SECRETARY | |
Mr. Muhammad Hanif German | |
CHIEF FINANCIAL OFFICER | |
Mr. Muhsin Ali | |
AUDIT COMMITTEE | |
Mr. Aziz-ul-Haque | Chairman |
Mr. Ghazanfar Baber Siddiqi | Member |
Mr. Abdul Basit | Member |
HUMAN RESOURCE & REMUNERATION COMMITTEE | |
Mr. Aziz-ul-Haque | Chairman |
Mr. Waseem-ul- Haque Ansari | Member |
Mr. Abdul Basit | Member |
BANKERS
Allied Bank of Pakistan Limited
Askari Bank Limited
Faysal Bank Limited
Habib Bank Limited
Meezan Bank Limited
National Bank of Pakistan
Silk Bank Limited
Saudi Pak Industrial and Agricultural
Investment Co. (Pvt.) Limited
Standard Chartered Bank
Summit Bank Limited
The Bank of Khyber
The Bank of Punjab
United Bank Limited
AUDITORS
Feroze Sharif Tariq & Co. Chartered Accountants 4/N/4, Block 6, P.E.C.H.S., Karachi.
LEGAL ADVISORS
A.K. Brohi & Co.
TAX ADVISOR
Sharif & Co. (Advocates) 3rd Floor, Uni Plaza,
I.I. Chundrigar Road, Karachi.
SHARES REGISTRAR /
TRANSFER AGENT
BMF Consultants
Pakistan (Pvt.) Limited
Anum Estate Building,
Room No. 310 & 311,
3rd Floor, 49, Darul Aman Society, Main Shahrah-e-Faisal, Adjacent to Baloch Colony Bridge, Karachi, Pakistan.
REGISTERED OFFICE
Dewan Centre, 3-A,
Lalazar, Beach Luxury Hotel Road,
Karachi, Pakistan
FACTORY
Jilaniabad, Budhu Talpur,
District Sajawal,
Sindh.
02 ANNUAL REPORT 2024
Vision
To be the No. 1 automobile company in Pakistan
Mission Statement
To assume leadership role in the technological advancement of the industry and to achieve the highest level of quantitative indigenization.
To offer high value, economical and qualitative solutions to address the commuting needs of a diverse range of customers.
To seek long-term and good relations with our suppliers and dealers with fair, honest and mutually profitable dealings.
To be a totally customer oriented company and to achieve Total Customer Satisfaction.
To create a work environment, which motivates recognizes and rewards achievements at all levels of the organization.
To produce environment friendly vehicles.
To be a contributing corporate citizen for the betterment of society, and to exhibit a socially responsible behavior.
ANNUAL REPORT 2024 03
Notice of Annual General Meeting
Notice is hereby given that 26th Annual General Meeting of Dewan Farooque Motors Limited will be held at Dewan Cement Limited Factory Site, at Deh Dhando, Dhabeji, District Malir, Karachi, Pakistan on Thursday, November 28, 2024 at 2:00 p.m. to transact the following businesses;
- To confirm the minutes of the preceding Extra Ordinary General Meeting of the Company held on Tuesday, August 27, 2024;
- To receive, consider, approve and adopt the annual audited financial statements of the Company for the year ended June 30, 2024, together with the Directors' and Auditors' Reports thereon;
- To confirm the appointment of the Statutory Auditors of the Company for the year ended June 30, 2025, and to fix their remuneration;
- To consider any other business with the permission of the Chair.
By order of the Board
Karachi
November 04, 2024
Muhammad German
(Director & Company Secretary)
Notes:
- The share transfer books of the company will remain closed from November 22, 2024 to November 28, 2024 (both days inclusive). Transfers received in order at the share registrar office M/s. BMF Consultants Pakistan (Private) Limited, Located at Anum Estate Building, Room No.310 & 311,3rd Floor,49, Darul Aman Society, Main Shahrah-e-Faisal, adjacent to Baloch Colony Bridge, Karachi, Pakistan.
- A member entitled to attend and vote at this meeting may appoint another member as his/her proxy to attend the meeting and vote for his/her behalf. proxies in order to be effective must be received at the Shares Registrar Office duly stamped and signed not less than 48 hours (Working days only) before the time of holding of the meeting.
CDC Account Holder will further have to follow the guidelines as laid down in Circular 1 dated January 26,2000 issued by Securities and Exchange commission of Pakistan for attending the meeting and appointment of proxies. - members are requested to promptly communicate the change in their addresses, if any, to the Company's share registrar.
04 ANNUAL REPORT 2024
- Electronic Transmission of Financial Statements Etc.:
SECP through its notification No. SRO 787(1)/2014 dated September 8, 2014 has allowed companies to circulate Annual Audited Financial Statements along with Notice of Annual General Meeting through email instead of sending the same through post, to those members who desires to avail this facility's The members who desire to opt to receive aforesaid statements and notice of AGM through e-mail are requested to provide their written consent on the Standard Request Form available on the Company's website: http://www.yousufdewan.com/Dfml/index.html -
Video Conference Facility:
Pursuant to the provisions of the Companies Act, 2017, member can avail video conference facility to participate in this Annual General Meeting provided that the company receives consent from the members holding in aggregate 10% or more shareholding, residing in a city, at least seven (7) days prior to the date of meeting. Subject to the fulfillment of the above conditions, members shall be informed of the venue along with complete information necessary to access the facility. Format of request form has been placed on the Company's website. - Attendance through Zoom:
The members may attend the AGM online through ZOOM, by following the below guidelines: - The member shall get himself/herself registered by sending his/her request to the Company at e-mail ID dfml.corp@yousufdewan.com as per Standard Request Form available on the Company's website (http://www.yousufdewan.com/DFML/index.html or can send his/her request to the Company Secretary at Dewan Centre, 3-A Lalazar Beach Hotel Road Karachi along with a legible copy of CNIC not later than November 26, 2024.
- Zoom link shall be sent by the Company only on email ID or Mobile/WhatsApp Number mentioned in Standard request Form.
-
Deposit of physical Shares into CDC Account;
As per section 72 of the Companies Act,2017 every existing company shall be required to replace its physical shares with book-entry form in a manner as may be specified and from the date notified by the commission, within a period not exceeding four years from the commencement of the Act i.e May 30,2017.
The physical Shareholders having physical shareholding are encouraged to open CDC Investor Account with CDC or CDC Sub-Account with any of the brokers to place their physical shares into Script less form. - E-VotingProcedure
- Details of the e-voting facility will be shared through an email with those members of the Company who have their valid CNIC numbers, cell numbers, and email addresses available in the register of members of the Company within due course.
ANNUAL REPORT 2024 05
- The web address, login details, will be communicated to members via email.
- Identity of the members indenting to case vote through E-voting shall be authenticated through authenticated login.
- E-Votinglines will start from November 22, 2024 at 10 am and shall close on November 27, 2024 at 5 p.m. Members can cast their votes any time in the period.
- Postal Ballot
For voting through Postal Ballot members may exercise their right to vote as per provisions of the Companies (Postal Ballot) Regulations, 2018 subject to the requirement of Section 143 and 144 of the Companies Act, 2017. Further details in this regard will be communicated to the shareholders within the legal time frame as stipulated under these said Regulations, if required.
The members shall ensure that duly filed and signed ballot paper along with copy of CNIC should reach the Chairman of the meeting through post on the Company's Registered office or email at dfml.corp@yousufdewan.com one day before the Annual General Meeting i.e., November 27, 2024 during the working hours. The signature on the ballot paper shall match with the signature on CNIC or Company records.
j) Particulars of Physical Shareholders:
According to section 119 of the Companies Act, 2017 and Regulation 19 of the Companies (General Provisions and Forms) Regulations, 2018, all physical Shareholders are advised to provide their mandatory information such as CNIC number, address, email address, contact mobile/telephone number, International Bank Account Number (IBAN), etc. to Company's Share Registrar at their address M/s. BMF Consultants Pakistan (Private) Limited, Located at Anum Estate Building, Room No. 310 & 311, 3rd Floor, 49, Darul Aman Society, Main Shahrah-e-Faisal, adjacent to Baloch Colony Bridge, Karachi, email (bmfconsultantspakistan@gmail.com)immediately to avoid any non-compliance of law or any inconvenience in future.
06 ANNUAL REPORT 2024
Chairman's Review
I am pleased to present a report on the overall performance of the Board of Directors and effectiveness of the role played by the board in achieving the company's objectives. The board of directors is responsible for the management of the company, which formulates all significant policies and strategies. The board is governed by relevant laws & regulations and its obligation, rights, responsibilities and duties as specified and prescribed therein.
The Board of Directors comprises of individuals with diversified knowledge who endeavour to contribute towards the aim of the Company with the best of their abilities.
An annual self-evaluation of the Board of Directors of the Company is carried out. The purpose of this evaluation is to ensure that the Board's overall performance and effectiveness is measured and benchmarked against expectations in the context of objectives set for the Company.
During financial year ended June 30, 2024, four board meetings were held. The Board of Directors of the Company received agendas and supporting material in sufficient time prior to the board and its committee meetings. All the directors are equally involved in important decisions. the Board's overall performance and effectiveness for the year under review was satisfactory.
sghar
Chairman Board of Directors
November 05, 2024
ANNUAL REPORT 2024 07
Directors' Report
The Board of Directors of Dewan Farooque Motors Limited is pleased to present its annual report along with the Company's audited Financial Statements for the year ended June 30, 2024 and welcomes you to the 26th Annual General Meeting.
Industry Overview
The automobile industry has experienced a significant downturn, facing challenges driven by various macroeconomic factors. Sales in the PC, SUV, and LCV segments declined by 18%, with 103,827 units sold compared to 126,878 units in the prior year. The first half of the fiscal year was marked by considerable currency fluctuations, influenced by domestic and global economic pressures, which impacted automotive production. In response, the central bank adjusted interest rates to stabilize the supply of currency and focused on enhancing the levels of foreign reserves and managed inflation. While the Pakistani Rupee has shown signs of stabilization, challenges persist.
We recognize the government's initiatives in the Finance Act 2024, which introduced incentives for electric and hybrid technologies. These align closely with our commitment to sustainability and innovation. We remain optimistic that consistent, long-term policies will foster the growth of these technologies.
Industry has a positive outlook for 2024, anticipating progress in IMF negotiations, relaxed import restrictions, and new incentives for auto manufacturers. The industry is also expected to achieve steady growth, supported by lower interest rates, the launch of new hybrid and electric models, and an increasingly stable market environment.
Company's performance
The summary of financial performance for the year, along with the comparative figures is as follows:
Year ended | Year ended | |
June 30, 2024 | June 30, 2023 | |
------(Rupees in thousand)------ | ||
Gross Sales | 11,980 | 212 |
Gross loss | (282,880) | (141,248) |
Operating loss | (427,666) | (181,513) |
Net loss after tax | (457,847) | (230,805) |
By the grace of Almighty ALLAH, despite the continuously changing and challenging business conditions during the year, we are pleased to announce that your Company has successfully resumed the commercial production of the 'Special Purpose KIA Commercial Vehicles,' with the brand name of KIA 'SHEHZORE'. In addition to the standard variant of the past, the Company has introduced two more variants i.e. King Cabin and Double Cabin, which have been officially launched in June 2024. As the manufacturing operations of the Company were commenced in the last month of the financial year, the loss suffered during the year mainly relates to the period for which the operations of the Company remained suspended.
During the year, your Company also signed a toll manufacturing agreement with Eco-Green Motors Limited to manufacture / assemble the Honri-VE electric vehicles (with 200km & 300km range), marking a strategic step into the growing electric vehicle market. The company has equipped with the necessary infrastructure and installation of the relevant jigs for electric vehicle manufacturing, signaling a significant advancement in Pakistan's automotive sector. Production of Honri electric vehicles has also commenced in August 2024 at Company's assembly plant with the approval of the Engineering Development Board.
08 ANNUAL REPORT 2024
We continue to serve the people of Pakistan with high-quality products and exceptional after- sales services, supported by our strong nationwide dealership network.
Subsequent to the year end, members of the company have approved conversion of loans amounting to Rs 1.612 billion obtained from sponsor and associated company to equity of the company for which relevant formalities are in process.
Observation in the Auditors' Report:
The Auditors have qualified the report due to significance of the matter as referred in Para (a) of the Auditors' Report.
Provision of mark-up:
The Company has not made provision of mark-up amounting to Rs. 1,120.876 (2023: Rs. 1,008.075) million on its loans. The management has approached its lenders for restructuring of its long-term debts and is confident that the Company's restructuring proposals without markup will be accepted by the financial institutions / bankers. Therefore, accordingly, the Company has not made any provision of mark-up as the mark-up will not be payable as per the proposed restructuring terms.
Emphasis of matter on Going concern assumption:
These Financial Statements have been prepared on going concern assumptions because the conditions being faced by the Company are temporary and would reverse in foreseeable future. As the company has successfully resumed its operations of manufacturing and sale of vehicles during the year under consideration consequent to the execution of TLA. Moreover, Company is also manufacturing electric vehicles on toll basis for its associated concern. The management is confident that resumption of manufacturing operations will bring about improved results in future. Furthermore, the Company is defending its legal cases successfully and restructuring of company's debt is in advanced stage and expected to be concluded in ensuing financial year. Management is also hopeful that all the outstanding markup will be waived therefore no provision of markup has been made in these financial statements. The company's ability to arrange funds from its associates / sponsors is yet another positive factor which mitigates the risks involved. All these mitigating factors reduce the risks relating to company's ability to continue as going concern, accordingly preparation of these financial statements using the going concern assumption is justified.
Board of Directors
The Board Comprises of one independent Director, one Executive and five Non-Executive Directors. The following are the names of Directors:
- Mr. Abdul Basit
- Mr. Waseem-ul-Haque Ansari
- Mr. Mehmood -ul-Hassan Asghar
- Mr. Muhammad Hanif German
- Mr. Ghazanfar Baber Siddiqi
- Mr. Aziz-ul-Haque
- Mrs. Nida Jamil
During the year no casual vacancy occurred on the board.
ANNUAL REPORT 2024 09
| Attention: This is an excerpt of the original content. To continue reading it, access the original document here. |
