Dost Steel Ltd.PSX: DSL

Transmission of Annual Report for the Year Ended 30 06 2024

· Issued by Dost Steel Ltd.

DOST STEELS LIMITED

ANNUAL REPORT

2024

Our Vision

  • To recognize globally as a leading supplier of steel large bar of the highest quality standards, with market leading standards of customer service.
  • Business development by adoption of emerging technologies, growth in professional competence, support to innovation. Enrichment of human resources and performance recognition.

Our Mission

  • To manufacture and supply high quality steel large bar to the construction sector whilst adopting safe and environmentally friendly practices.
  • To remain the preferred and consistent supply source for various steel products in the country.
  • Offer products that are not only viable in terms of desirability and price nut most importantly give true and lasting value to our customers.
  • To fulfill special obligation and compliance of good governance.
  • Ensure that the business policies and targets are in conformity with national goals.
  • Deliver strong returns on investments of our stakeholders by use of specialized and high quality corporate capabilities with the combined use of modern bar mill practices, enterprise class software on a web based solution and targeted human resource support.

Corporate Strategies

  • Ensure that the business policies and targets are in conformity with national goals.
  • Establish a better and safer work environment for all employees
  • Contribute in National efforts towards attaining sustainable self-efficiency in steel products,
  • Customer's satisfaction by providing best value and quality products.
  • Maintain modern management system conforming to international standards needed for an efficient organization.
  • Ensure to foster open communications, listen, and understand other perspectives.
  • Acquire newer generation technologies for effective and efficient operations.

COMPANY INFORMATION

Board of Directors

Mr. Naim Anwar

Director/ Chairman

Shares Registrar

Mr. Suhail Elahi

Director/ CEO

Mr. Zahid Iftakhar

Director

Corplink (Pvt) Limited

Mr. Jamal Iftikhar

Director

Wings Arcade, 1-K Commercial

Mr. Shahab Mahboob Vora

Director

Model Town

Mr. Mian Abuzar Shad

Director

Lahore

Mr. Murtaza Hussain

Director

Mr. Muhammad Shakeel

Director

Nominated by NBP

Mr. Asim Jilani

Director

Nominated by FBL

Head Office/Registered Office

4th Floor, Ibrahim Trade Centre

Audit Committee

1-Aibak Block, Barkat Market

Mr. Murtaza Hussain

Chairman

New Garden Town

Mr. Mian Abuzar Shad

Member

Lahore-54700, Pakistan

Mr. Suhail Elahi

Member

Ph: # 042-35941375-77

Lahore-54700, Pakistan

Human resource & Remuneration

Committee

Mr. Suhail Elahi

Chairman

Auditors

Mr. Muratza Hussain

Member

Rahman Sarfaraz Rahim Iqbal Rafiq

Mr. Mian Abuzar Shad

Member

Chartered Accountants

Chief Financial Officer

Legal Advisor

Mr. Shahid Ali

Mr. Ahsan Masood, Advocate

Masood & Masood Corporate &

Company Secretary

Legal Consultants, 102 Upper Mall

Mr. Afzal Shehzad

Scheme Lahore

Ph: No. +92(0)42 37363718

Bankers

Plant Address

Faysal Bank Limited

52 Km Lahore Multan Road

National Bank of Pakistan

Phool Nagar, Distt Kasur Punjab

Askari Commercial Bank Limited

Bank of Khybar

Web Presence

Pak Kuwait Investments Co. (Pvt.)

www.doststeels.com

Limited

e mail:info@dosteels.com

Saudi Pak Industrial & Agricultural

Investment

Co. Limited

United Bank Limited

Silk Bank Limited

Soneri Bank Limited

Summit Bank Limited

Bank Alfalah Islamic

Meezan Bank

DOST STEELS LIMITED

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the shareholders of Dost Steels Limited will be held on November 27, 2024 at 12.00 p.m. at Room Number 401, 4th Floor, Ibrhaim Trade Centre 1 Aibak Block, Barket Market, New Garden Town Lahore to transact the following business.

ORDINARY BUSINESS:

  1. To confirm and approve the minutes of the Extra Ordinary General Meeting held on September 19, 2024.
  2. To receive, consider and adopt the audited financial statements of the Company for the year ended June 30, 2024 together with the Chairman's review, Directors' and Auditors' reports thereon.
  3. To appoint Auditors for the year ending June 30, 2025 and fix their remuneration.

ANY OTHER BUSINESS:

4. To consider any other business with the permission of Chairman.

By order of the Board

Karachi: November 5, 2024

Company Secretary

Notes:

1. The Share Transfer Books of the Company shall remain closed from November 21, 2024 to November 27, 2024 (both days inclusive). Transfers received at our registrar office M/s Corplink (Pvt) Limited, Wings Arcade, 1-K Commercial, Model Town, Lahore by the close of business on November 20, 2024 will be treated in time.

  1. A member entitled to attend and vote at this meeting may appoint another person as his/her proxy to attend, speak and vote instead of him/her behalf at the meeting. Proxies, in order to be valid, must be received at the registered office of the Company not later than 48 hours before the meeting. A member shall not be entitled to appoint more than one proxy.
  2. Central Depository Company (CDC) shareholders are requested to bring their Computerized National Identity Cards, Account/Sub-Account and Participant's ID Number in the CDC for identification purpose when attending the meeting. In case of corporate entity, the Board's Resolution/Power of Attorney with specimen signature shall be furnished (unless it has been provided earlier) at the time of meeting.
  3. Members who have not yet submitted photocopy of their Computerized National Identity Cards to the Registrar of the Company are requested to send the same at the earliest.
  1. Shareholders are requested to notify to the Company's Share Registrar immediately of any change in their addresses.
  2. Members have the option to receive Annual Audited Financial Statements and Notice of General Meeting through email. Members can give their consent in this regard on prescribed format to the Shares Registrar. The Audited Accounts of the Company for the year ended June 30, 2024 are also available on the Company's website: www.doststeels.com.
  3. Form of Proxy is enclosed.

CHAIRMAN'S REVIEW

It is a matter of great privilege for me to present the Company's Annual Report and Audited Financial Statements for the year ended June 30, 2024 and share with you an update on the performance of the Company.

We extend our appreciation to our partners, bankers, shareholders, strategic alliances, human capital and other stakeholders in our business who have shown continued trust in our Company. DSL has a well-diversified and experienced Board members that have core competencies, knowledge, skills and experience relevant to the Company's businesses, that follows best practices relating to corporate governance and other related regulatory requirements. The Board held meetings during the year to review and approve financial statements. The committees also held regular sessions to perform their duties assigned under their respective terms of references by the Board. The detail of these meetings is the Annual Report, despite the challenging pandemic and economic environment.

Financial indicators and significant events of the year have been made available to you over the financial year ended on June 30, 2024. During the year, the board reviewed, discussed and approved the financial statements and all the supporting documentation after thorough deliberation and critical analysis. The Board of Directors of the Company complies with all relevant rules and regulations. The Board has formulated policies and procedures to ensure professional corporate environment in order to promote timely disclosure, transparency, accountability, high ethical standards, compliance with applicable laws, regulations and corporate governance. The board has ensured that every board member has had an adequate opportunity to present their opinions on all strategic matters. Pursuant to the updated Code of Corporate Governance, the company is trying to ensure full compliance of the code of Corporate Governance. These steps will undoubtedly improve board development, remuneration processes, accountability and audit, and relations with shareholders. The Board has recently arranged its evaluation through an independent Firm and overall performance of the Board was measured as satisfactory on the basis of diversity and mix of the board, engagement in planning, diligence, monitoring of business activities and governance and control environment.

We are confident on achieving further improvement of the Company's performance based on the bright prospects of the construction sector, and we look forward to the continued support of our valued shareholders.

Being Chairman of the Board, I will remain firmly committed to ensure that the Company complies with all the relevant provisions of the Code and other regulations.

Lahore

Naim Anwar

05 November 2024

Chairman, Board of Directors

DIRECTORS' REPORT TO THE SHAREHOLDERS

Dear Members Assalam-O-Alaikum

On behalf of my colleagues on the Board, I welcome you to the 21st Annual General Meeting of your Company and present before you the annual report, along with the audited financial statements of your company for year ended 30 June 2024.

The management of the Company (the "Company") in their meeting held on 27 February 2019, decided to make all efforts for potential investment, joint venture, strategic alliance / partnership to overcome the working capital crises in order to resume the operations of the Company. Pursuant to the efforts of the Board, a potential investor (including his nominees) has invested in the Company.

The Board in their meeting held on 18 January 2022 decided to raise further issue of capital amounting to Rs. 4,446,955,770 divided into 444,695,577 ordinary shares of PKR 10/- each to the issuance of additional 128,961,717 Ordinary Shares of the face value of PKR 10/- each by way of otherwise than right shares to be issued at an issue price of PKR =4.07/- per share under the provisions of section 82 and 83 of the Companies Act, 2017 (the "Act"). The shares were proposed to be issued to Mr. Khawaja Shahzeb Akram (including his nominees).

We are pleased to inform you that in the quarter ended 30 September 2023, The company has received approval of SECP through its application dated 15 April 2022. The SECP through its letter dated 29 August 2023 has allowed the company to issue 128,961,717 ordinary shares at PKR 4.07/- each (at discount to par value) amounting to PKR. 524,874,188/- (the consideration) by way of other than right offer to a group of Investors. Subsequent to the approval of SECP, 128,961,717 Ordinary Shares of the face value of PKR 10/- each by way of otherwise than right shares were issued to Shahzeb Akram and nominees. The company is in the process of resolving the debt settlement with the syndicate lenders and several proposals are being discussed.

Financial performance of the Company for the year ended June 30th, 2024, was as under:

Description

30 June 2024

30 June 2023

(PKR)

(PKR)

Sale

Nill

Nill

Cost of Sales

(52,468,778)

(45,646,282)

Gross (Loss) / Profit

(52,468,778)

(45,646,282)

Administrative and Selling expenses

(30,788,542)

(12,257,899)

Finance costs

(177,220,020)

(154,666,232)

Other operating income

18,241,417

3,188

Loss before taxation

(242,235,923)

(212,567,225)

Taxation

Nill

Nill

Loss after taxation

(242,235,923)

(212,567,225)

Business Review

The loss per share for the year was Rupees (0.65) per share as compared to Rupees (0.67) per share during the corresponding period. Loss after tax for the year was Rupees 242.236 million as compared to Rupees 212.567 million in corresponding year. The losses were inevitable owing to non-production during the year under review. So far, the Company has not been able to restart production activities due to shortage of working capital. As described above, the company has received SECP's approval of investment in the company by way issuance of share other than right and management is in process of resolving the debt settlement with the syndicate lenders. Once these issues are settled the company will be in a position to restart its commercial operations. As of today, The Company is not in a position to declare dividend or any bonus shares to the shareholders of the Company.

Operational Performance

Un-fortunately, the Company could not be able to resume its operation during the year due to the non-availability of adequate working capital. However, as described above company is in process of resolving debt settlement with Syndicate banks. in order to restart commercial operations.

Risk Management

The Company has formulated the risk management structure with the aim of driving the company's sustainable growth and stabilizing management by anticipating and mitigating risk swiftly. In order to address business related risks, the Risk Management Policy specifies a role for each department that is responsible for taking appropriate measures and promoting its own independent risk management activities.

Material Changes in commitments

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which this balance Sheet relates and the date of the report.

Future Prospects, Risks and Uncertainties:

Though the past year overall has not been good for the steel construction industry however with improvement in economic conditions we expect a boost in construction activities boosting demand for steel. We also expect that economic improvement will enable to launch several foreign financed projects. The long-term outlook for steel remains positive as developing economies such as Pakistan, with young and growing populations, require large investments in public infrastructure to continue growing. The country's demographic profile indicates that the economy will require greater investment in housing, energy, automobiles and white goods to service the needs of this demographic. Therefore, the Company believes that rising energy, infrastructure and white goods demand will drive steel demand in the coming years.

Keeping in view the gap between supply and demand, there is bright chances that the Company will be able to earn profit in near future after resuming plant operations.

Internal Financial Controls

A system of sound internal control is established and implemented at all levels within the Company. The system of internal control is sound in design for ensuring achievement of company's objectives,

operational effectiveness and efficiency, reliable financial reporting and compliance with laws, regulations and policies.

Financial Statements

The financial statements of the company have been duly audited and signed by the auditors of the Company, Messrs. Rahman Sarfaraz Rahim Iqbal Rafiq, Chartered Accountants and their report is attached with the financial statements. The auditors have expressed an adverse opinion in their audit report for the financial year ended 30 June 2024. The qualification and reservations and our para wise comments on the qualification and reservations are as follows:

Sr.

Reservation / Qualification

Responses

No.

01

The Company, as stated in note 2, has

As stated above in opining paragraph no 2

incurred a net loss Rs. 242.236 m and its

to 5, the company has issued further share

accumulated losses are Rs. 2,005.083 m.

capital to the potential investor and is in the

The current liabilities of the Company

process of settlement with syndicate banks

exceed its current assets by Rs. 1495.072 m

after it can start commercial production.

and liquid assets by Rs. 1521.918 m. The

The management is hopeful that this will

Company has also been facing long

mitigate all these factors

overdue

receivables,

unfavorable

key

financial ratios, difficulty in complying with

the terms of loan agreement with banks

and to pay creditors on due date. The

Company is in default under its syndicated

contractual obligation with bankers as it

could not pay any of the 4 installments

totaling to Rs. 163.015 m during the year. It

has stopped its commercial production

since 2019 and lost its key management

staff without replacement due to working

capital deficiency. There are also banking

litigations

against

the

Company.

Management of the Company has also

not shared any future plans to revive its

business. The covenants of long term loans

have been breached at the reporting

date. These

conditions indicate

the

existence

of

significant

material

uncertainties which may cast significant

doubt on ability of the Company to

continue as going concern, to realize its

assets and to discharge its liabilities in

normal course of business. However, these

financial statements do not include any

adjustment relating to the recoverability

and classification of recorded assets and

classifications of liabilities that might be

necessary should the Company be unable

to continue as going concern. Under the

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