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cover annual report 2012 Arif Habib Corp Promoting Investments annual report 2012 who we are and what sustainability means to us? Arif Habib Group is structured around Arif Habib Corporation Limited (AHCL), a holding company that primarily manages strategic investments of the company. Whatever we do, we do it with a clear intention to ensure that nature and environment is being taken care of; wherever we manoeuvre, we strive to help society achieve sustainable growth. Our definition of sustainability management is the integrated expansion and escalation of our economic, environmental, and social performance in a style that signifies value for all our stakeholders. 01 Arif Habib Corp Annual Report 2012 | Promoting Investments 02 how to read this report This is the very first time that we have included a section for sustainability reporting in addition to financial performance. We will continue to review the deliverables for our future sustainability reports on an annual basis. Our sustainability reporting is steered by the issues that are more relevant to our Group Companies. We are aware of the infinite dimensions of sustainability, and the fact that there is always much one can do to participate in the sustainability of the society and environment. However, we believe in reporting on what we have done, and in setting practical, attainable goals that we and our shareholders can achieve. That is why we call this our sustainability report in addition to our annual report. In this report, along with the financial information, we share with you our philosophy, guiding principles and initiatives to carry out our corporate social responsibility. AHCL, being the holding company, plays a vital role in establishing extensive CSR policies and guidelines for the whole group, and each Group Company implements CSR initiatives in a manner that drives its business requirements and social needs simultaneously. This report mainly covers the period from 1st July 2011 to 30th June 2012 and includes the initiatives by all our Group components, whether located, in or outside Pakistan. The report encompasses the company's strategic objectives, achievements and on-going activities towards sustainable social, economic and environmental development. 03 Arif Habib Corp forward looking statements Statements in this report that are not historical facts are futuristic plans based on the current beliefs, estimates and expectations of management, and includes risks and uncertainties coupled with variation in economic or market conditions, and amendments in laws, regulations and policies. Annual Report 2012 | Promoting Investments 04 contents Corporate Objectives 07 Overall Corporate Strategy 08 Vision 08 Mission 09 Core values and code of conduct / ethical principles 11 Company Information 13 Our Partners 15 Pakarab Fertilizers Limited 17 Fatima Fertilizer Company Limited 19 Arif Habib Limited 21 Arif Habib Investments Limited 23 Aisha Steel Mills Limited 25 Al Abbas Cement Industries Limited 27 Sweetwater Dairies Pakistan (Pvt.) Limited 29 Sachal Energy Development (Pvt.) Limited 31 Other Companies having Group’s Shareholding 31 Arif Habib REIT Management Limited 31 Dolmen City 32 Javedan Corporation Limited Corporate Structure 33 Company Profile 35 Organization Chart 36 Profiles of Directors and Key Executives 37 Chairman’s Profile 39 Board of Directors 42 Other Management Heads 43 Board & Management Committees 45 Criteria to Evaluate Board‘s Performance 46 Chief Executive’s Performance Review 05 Arif Habib Corp 47 Notice of Eighteenth Annual General Meeting 100 Audited Financial Statements 101 Auditors‘ Report to the Members Information to Stakeholders 103 Balance Sheet 49 Key Figures and Highlights 105 Profit and Loss Account 51 Arif Habib Corp. at a glance 106 Statement of Comprehensive Income 53 Financial & Business Highlights 107 Cash Flow Statement 55 Graphical Representation 108 Statement of Changes in Equity 57 Horizontal Analysis of Financial Statements 109 Notes to the Financial Statements 59 Vertical Analysis of Financial Statements 61 Summary of Cash Flow Statement 143 Audited Consolidated Financial Statements 62 Statement of Value Added and its Distribution 144 Auditors’ Report to the Members 63 Share Price / Volume Analysis 145 Consolidated Balance Sheet 65 Shareholders‘ Information 147 Consolidated Profit and Loss Account 67 Corporate Memberships 148 Consolidated Statement of Comprehensive Income 149 Consolidated Cash Flow Statement 69 Directors’ Report 150 Consolidated Statement of Changes in Equity 75 Statement showing shares bought and sold 151 Notes to the Consolidated Financial Statements 76 Statement showing attendance at Board Meetings 77 Pattern of Shareholding 198 Corporate Calendar of Major Events 81 Sustainability Report 199 Statement under section (160)(1)(b) of the 82 Message from Chairman Companies Ordinance, 1984 83 Vision for Sustainability 84 Corporate Social Responsibility Form of Proxy 93 Sustainability target 95 Report of the Audit Committee 97 Statement of Compliance with Code of Corporate Governance 99 Auditors’ Review Report to the Members on Statement of Compliance Annual Report 2012 | Promoting Investments 06 overall corporate strategy We have a Corporate Strategy to adapt to the revolutionary changes that are taking place across the globe by making strategic adjustments to better serve our stakeholders. We have extended the reach of its innovative offerings from the financial services to the fertilizer, real estate, construction materials, energy and the steel businesses. We strive to achieve profitable market share growth, to offer sustainable returns to shareholders; and to be regarded as a blue chip investment by the investment community. Towards this end, we make profitable use of financial and human capital and seek businesses with strong management teams to create and expand viable business enterprises. 07 Arif Habib Corp vision To be the leading investment company and to achieve excellence in every aspect of its business while discharging its obligations as a good corporate citizen to the satisfaction of all the stakeholders. mission To excel in conceiving, developing and executing exclusive and exciting projects across business sectors with a focus on chemical & fertilizers, financial services, construction materials, energy, steel and other sectors, with the aim of maximizing returns for shareholders, while playing a significant role in developing Pakistan’s economy and its integration into the world markets. Annual Report 2012 | Promoting Investments 08 core values and code of conduct / ethics The code of conduct provides the guidelines to the decisions, procedures and systems of the Company in a way that it contributes to the welfare of all the stakeholders and fulfill their objectives. The summary of the Code of Conduct is as follows: • Respect for the Individual: • Financial and Operational Integrity: We are an equal opportunity employer. Compliance with the accepted accounting Discrimination on any grounds is principles and procedures is required at all fundamentally unacceptable. times. • Conflict of Interest: • Regulatory Compliance and Corporate The employees are required to act in the Governance: Company’s best interest. The Company has The Company endeavors to comply with all developed policies in a way that the interests the applicable requirements of Laws and of all the stakeholders, including the Regulations. The Company is committed to employees, coincide with the objectives of high standards of corporate governance. the Company. 09 Arif Habib Corp • Bribery • Growth and Development All kinds of bribes or facilitation payments or The Company’s social responsibility and its receipt in cash or in kind are strictly intended role in the growth and development prohibited. of economy of the country must always be kept in mind in selecting the projects and • High Standards businesses offered by the market Voluntarily sets, and adhere to, the highest opportunity. Being a leading player in the standards of professional conduct: this will economy which has grown quickly, its stature assure peace of mind and fair treatment for presents challenges and the company's all stakeholders. approach to ethics guides its continued growth. Ethics are central to the company's • Efficiency progress. Efficiencies, appropriate risk management measures and pricing strategies should enable profitable operations and good shareholder return in all market scenarios. Annual Report 2012 | Promoting Investments 10 company information Board of Directors Audit Committee Arif Habib Kashif A. Habib Chairman & Chief Executive Chairman Asadullah Khawaja Muhammad Ejaz Non-executive Director Member Nasim Beg Kashif Shah Non-executive Director Member Samad A. Habib Management Non-executive Director Arif Habib Kashif A. Habib Chief Executive Officer Non-executive Director Basit Habib Muhammad Ejaz Chief Financial Officer Non-executive Director Zeshan Afzal Kashif Shah Group Head - Strategic Investments Non-executive Director Chief Financial Officer & Company Secretary Basit Habib 11 Arif Habib Corp Bankers Registered & Corporate Office Allied Bank Limited Arif Habib Centre Askari Bank Limited 23, M.T. Khan Road Bank Al Falah Limited Karachi-74000 Bank Al-Habib Limited Phone: (021)32460717-9 Bank of Khyber Fax: (021)32429653, 32468117 Barclays Bank (Pakistan) Limited Email: [email protected] Faysal Bank Limited Company website: www.arifhabibcorp.com First Women Bank Limited Group website: www.arifhabib.com.pk Habib Bank Limited