Safe Mix Concrete Ltd.PSX: SMCPL

Transmission of Annual Report for the Year ended 30 June 2024

· Issued by Safe Mix Concrete Ltd.

DRIVEN BY PASSION BUILT ON EXCELLENCE

2024

Annual Report

VISION STATEMENT

Our Vision is to be Pakistan's Largest ready mix concrete services company, signing under the prominent projects for tomorrow's world of business, harmonizing, innovative and progressive technology with the Company's experience and excellence in the quality of work.

MISSION STATEMENT

Safe Mix once a dream has shaped into reality, through conviction and untiring efforts to see it grow into a corporate company with one of the principal market clientele.

The aim of the company is to establish a platform for the transfer of foreign technology with forming the basis for further development in Pakistan.

02 ANNUAL REPORT 2024

CONTENTS

04

05

12

14

20

21

23

25

30

34

35

36

37

38

39

87

88

Company Information

Notice Of Annual General Meeting

Review Report By The Chairman Directors' Report

Key Operational & Financial Data Pattern Of Shareholding

Review Report To The Members On Statement Of Compliance With The Code Of Corporate Governance

Statement Of Compliance With Listed Companies (Code Of Corporate Governance) Regulation, 2019

Auditors' Report To The Members

Statement Of Financial Position Statement Of Profit or Loss Statement Of Comprehensive Income Statement Of Changes In Equity Statement Of Cash Flows

Notes To The Financial Statements Directors' Report (Urdu)

Proxy Form

Safe Mix Concrete Limited 03

COMPANY

INFORMATION

BOARD OF DIRECTORS

- Chief Executive Officer

Mr. Abdus Samad Habib

Syed Najmudduja Jaffri

- Chairman

Mr. Kashif Habib

- Director

Mr. Ahsan Anis

- Director

Mrs. Anna Samad

- Director

Mr. Abdul Qadir

- Director

Mr. Muhammad Siddiq Khokhar

- Director

AUDIT COMMITTEE

- Chairman

Mr. Abdul Qadir

Mr. Kashif Habib

- Member

Mr. Ahsan Anis

- Member

HUMAN RESOURCES &

REMUNERATION COMMITTEE

- Chairman

Mr. Muhammad Siddiq Khokhar

Mr. Kashif Habib

- Member

Syed Najmudduja Jaffri

- Member

CHIEF FINANCIAL OFFICER

Mr. Imran Haque

COMPANY SECRETARY

Mr. Imran Haque

AUDITORS

RAHMAN SARFARAZ RAHIM IQBAL RAFIQ

CHARTERED ACCOUTANTS

LEGAL ADVISOR

REGISTERED OCE

ADVOCATE AHSAN-UL-HAQ ADVOCATES AND

Plot # 1, Global Industry,

CORPORATE COUNCIL

Nusrat Bhutto Colony, North

BANKERS AND FINANCIAL INSTITUTIONS

Nazimabad

Karachi, Pakistan.

HABIB METROPOLITAN BANK

Tel: 92 345 2025369

THE BANK OF PUNJAB

www.safemixlimited.com

BANK ISLAMI PAKISTAN LIMITED

SHARES REGISTRAR

BANK ALFALAH LIMITED

SUMMIT BANK LIMITED / BANK MAKRAMAH LIMITED

THK Associates (Private) Limited

MEEZAN BANK LIMITED

Plot # 32-C, Jami Commercial

Street 2

DHA Phase VII

Karachi

04 ANNUAL REPORT 2024

NOTICE OF 18th

ANNUAL GENERAL MEETING

Notice is hereby given that Eighteenth Annual General Meeting ('AGM') of the shareholders of Safe Mix Concrete Limited (the Company) will be held on Friday, 25 October 2024 at 04:30 p.m. at Naya Nazimabad Gymkhana, Naya Nazimabad, Manghopir Road, Karachi to transact the following business:

ORDINARY BUSINESS

  1. To confirm minutes of the 17th Annual General Meeting held on 16 October 2023.
  2. To receive, consider and adopt annual audited financial statements of the Company together with the Directors' and Auditors' Reports thereon for the year ended June 30, 2024.
    In accordance with Section 223 of the Companies Act, 2017 (Act) and pursuant to S.R.O. 389(I)/2023 dated March 21, 2023, the financial statements have been uploaded on website of the Company, which can be downloaded from the following weblink or QR enabled code:
    https://safemixlimited.com/investors-desk.php
  3. To consider and approve final cash dividend for the year ended 30 June 2024 @ 20% i.e. at PKR 2 per ordinary share as recommended by the Board of Directors.
  4. To appoint Auditors and fix their remuneration for the year ending June 30, 2025. The Board of Directors on the recommendation of Audit Committee have recommended for reappointment of M/s. Rehman Sarfaraz Rahim Iqbal Rafiq & Co., Chartered Accountants as external auditors.

SPECIAL BUSINESS

5. To authorize the Board of Directors of the Company to approve those transactions with Related Parties (if executed) during the financial year ending June 30, 2025 which require approval of shareholders u/s 207 and / or 208 of the companies Act, 2017 read with Companies (Related Party Transactions and Maintenance of Related Records) Regulations, 2018, by passing the following special resolution with or without modification:

Safe Mix Concrete Limited 05

RESOLVED THAT

The Board of Directors of the Company be and is hereby authorized to approve the transactions to be conducted with Related Parties on case-to-case basis for the financial year ending June 30, 2025.

FURTHER RESOLVED THAT

The transactions approved by the Board shall be deemed to have been approved by the shareholders u/s 207 and / or 208 of the companies Act, 2017 read with Companies (Related Party Transactions and Maintenance of Related Records) Regulations, 2018 (if triggered) and shall be placed before the shareholders in the next Annual General Meeting for their formal ratification/approval (if required).

A statement under section 134(3) of the Companies Act 2017 pertaining to agenda item No.5 is Annexed for information of the Shareholders.

By Order of the Board

Imran Haque

KarachiCompany Secretary Dated: 03 October 2024

NOTES:

  1. The share transfer books of the Company will remain closed from 18 October 2024 to 25 October 2024 (both days inclusive). Transfer received in order at the office of our Share Registrar M/s. THK Associates (Private) Limited, Plot No.32-C, Jami Commercial Street No.2, D.H.A., Phase VII, Karachi (Share Registrar) at the close of the business on Thursday, 17 October 2024, will be considered in time for attending the AGM and entitlement of the cash dividend to ordinary shareholders.
  2. A member entitled to attend and vote at the meeting may appoint another person as his / her proxy who shall have such rights as respects attending, speaking and voting at the meeting as are available to a member.
  3. Procedure including the guidelines as laid down in Circular No. I - Reference No. 3 (5-A) Misc / ARO / LES / 96 dated January 26, 2000 issued by Securities & Exchange Commission of Pakistan:
    1. Members, proxies or nominees shall authenticate their identity by showing their original computerized national identity card (CNIC) or original passport and bring their folio numbers at the time of attending the meeting.

06 ANNUAL REPORT 2024

    1. In the case of corporate entity, Board of Directors' resolution / power of attorney and attested copy of the CNIC or passport of the nominee shall also be produced (unless provided earlier) at the time of meeting.
    2. In order to be effective, the proxy forms must be received at the office of our registrar not later than 48 hours before the meeting, duly signed, stamped and witnessed by two persons with their names, address, CNIC numbers and signatures.
    3. In the case of individuals, attested copies of CNIC or passport of the beneficial owners, witnesses and the proxy holder shall be furnished with the proxy form. A proxy must be a member of the Company.
    4. In the case of proxy by a corporate entity, Board of Directors resolution / power of attorney and attested copy of the CNIC or passport of the proxy shall be submitted along with proxy form.
  1. Shareholders are requested to notify change in their addresses, if any, to our Share Registrar. Shareholders maintaining their shares in electronic form should have their address updated with their participant or CDC Investor Accounts Service.
  2. Updation of Email/Cell Numbers:
    To comply with requirement of Section 119 of the Companies Act, 2017 and Regulation 47 of the Companies Regulations, 2024, all physical shareholders are requested to provide their email address and mobile number to our Share Registrar for incorporation in our members register. Shareholders maintaining their shares in electronic form should have their email address and mobile number updated with their participant or CDC Investor Accounts Service.
  3. Online Participation in the Annual General Meeting:
    In light of relevant guidelines issued by the Securities & Exchange Commission of Pakistan (SECP) vide letter no. SMD/SE/2(20)/2021/117 dated December 15, 2021, the shareholders are encouraged to participate in the AGM through electronic facility arranged by the Company.
    Accordingly, the company for ensuring maximum participation of the shareholders has made arrangements to ensure that all shareholders can also participate in the AGM proceeding via video link. Hence, those members who desire online participation in the AGM are requested to register themselves by sending an email along with following particulars and valid copy of both sides of their CNIC at saeed.anwar@safemixlimited.com with subject of "Registration for Safe Mix AGM 2024" not less than 48 hours before the time of meeting:

Name of Shareholder

CNIC No

Folio No / CDC

Cell No

Email Address

Account No

Safe Mix Concrete Limited 07

Video Link to join the AGM will be shared with only those members whose emails, containing all the required and correct particulars are received at above mentioned email address.

  1. Notice to Shareholders for provision of CNIC and other details:
    The Individual Members who have not yet submitted photocopy of their valid CNIC to the Company / Share Registrar, are once again reminded to send the same at the earliest directly to Company's Share Registrar. The Corporate Entities are requested to provide their National Tax Number (NTN). Please give Folio Number with the copy of CNIC / NTN details.
  2. Payment of Cash Dividend through Electronic Mode (Mandatory):
    Further, under the provisions of Section 242 of the Companies Act, 2017 and the Companies (Distribution of Dividend) Regulations, 2017, it is mandatory for every listed Company to pay cash dividend to its shareholders only through electronic mode directly into bank account designated by the entitled shareholders. Consequently, to receive cash dividends directly into bank account, if any, shareholders having physical shares are requested to fill in 'Electronic Mode Dividend Form' available at Company's website containing prescribed details and send it duly signed along with a copy of CNIC to the Registrar of the Company. In case of book-entry securities, shareholders must get their respective records updated as per the 'Electronic Mode Dividend Form' with their Broker / Participant / CDC account services.
    In case of absence / non-receipt of the copy of a valid CNIC and bank account details, the Company would be constraint under Section 243(2)(a) of the Companies Act, 2017 read with regulation 6 of the Companies (Distribution of Dividends) Regulations, 2017 to withhold the payment of dividends, if any, to such members till provision of prescribed details.
  3. Deduction of Tax on Cash Dividend Income:
    The Shareholders are hereby informed that pursuant to amendments in Section 150 of the Income Tax Ordinance, 2001 through Finance Act, Income Tax will be deducted at source @15% for person appearing in the ATL [determined as per ATL available on Federal Board of Revenue's ("FBR") website] from the dividend amount, if any. However, if shareholders do not appear in ATL, Income Tax will be charged to 30%.
    In case of joint account, each holder is to be treated individually as either a filer or non-filer, and tax will be deducted on the basis of shareholding of each joint holder as may be notified by the shareholder, in writing as follows to our Share Registrar. In case no such notification is received by us within 10 days of this notice, equal deduction of tax will be made where proportionate holding is not availab7le.

Participant Shareholder

Joint Shareholder

Bank

Folio/CDC

Total No.

Shareholding

Shareholding

Name and

Proportionate

Name and

Proportion

Name

A/c. No.

of Shares

CNIC No.

(No. of

CNIC No.

(No. of

Shares)

Shares)

08 ANNUAL REPORT 2024

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