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DLL Annual Report 2020

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DLL Annual Report 2020 Contents Our Vision 9 Our Mission 11 Our Values 13 Company Information 16 Business Code of Conduct 17 Notice of Annual General Meeting 20 Statement of Material Facts 26 Directors’ Report 34 Chairman’s Review Report 46 Operating Highlights 48 Investor Relations 50 Statement of Value Addition and Distribution 51 Independent Auditor’s Review Report to the Members on Statement of Compliance with Listed Companies (Code of Corporate Governance) Regulation, 2019 52 Statement of Compliance with Listed Companies (Code of Corporate Governance) Regulation, 2019 53 Unconsolidated Financial Statements 60 Consolidated Financial Statements 120 Pattern of Shareholding 197 Directors’ Report in Urdu 208 Form of Proxy 213 Dawood Lawrencepur Limited 08 Annual Report 2020 09 Dawood Lawrencepur Limited 10 Annual Report 2020 11 Dawood Lawrencepur Limited 12 Annual Report 2020 13 Dawood Lawrencepur Limited 14 Annual Report 2020 15 Company Information Board of Directors Share Registrar Mr. Shahid Hamid Pracha (Chairman) CDC Share Registrar Services Limited Mr. Shahzada Dawood CDC House, 99-B, Block B, S.M.C.H.S Ms. Sabrina Dawood Main Shahra-e-Faisal Mr. Shafiq Ahmed Karachi- 74400 Mr. Hasan Reza Ur Rahim Tel.: 021-111-111-500 Mr. Shabbir Hussain Hashmi Mr. Zamin Zaidi Registered / Head Office Mr. Mujtaba Haider Khan (Chief Executive Officer) 3rd Floor, Dawood Centre M.T. Khan Road Board Audit Committee Karachi-75530 Mr. Shabbir Hussain Hashmi (Chairman) Tel.: 021-35632200 -9 Mr. Shahzada Dawood Fax:021-35633970 Mr. Hasan Reza Ur Rahim E-mail: [email protected] Website: www.dawoodlawrencepur.com Human Resource and Remuneration Committee Lahore Office Mr. Hasan Reza Ur Rahim (Chairman) Regus 9th Floor Tricon Corporate Center, Mr. Shahid Hamid Pracha 73-E Jail Road Lahore -54660. Mr. Shabbir Hussain Hashmi Tel.: 042-32301579 Chief Financial Officer Mills Mr. Saad Faridi Dawoodabad Railway Station Road and Company Secretary Luddan Road, Chak 439, E.B, Tehsil Mr. lmran Chagani Burewala, District Vehari. Tel.: 067-3353347, 3353145, 3353246 Head of Internal Audit Fax: 067-3354679 Mr. Amjad Ali DawoodPur Auditors G.T. Road, Faqirabad, A. F. Ferguson & Co. District Attock. (Chartered Accountants) Tel.: 057-2641074 -6 Fax: 057-2641073 Bankers Bank Al-Habib Limited Standard Chartered Bank (Pakistan) Limited Habib Bank Limited National Bank of Pakistan Habib Metropolitan Bank Limited MCB Bank Limited Legal Advisor Zia Law Associates l7, Second Floor Shah Chiragh Chambers The Mall, Lahore Dawood Lawrencepur Limited 16 Business Code of Conduct The Company strongly believes in conducting and growing its business on the principles of integrity, fairness and high ethical standards. The Company takes pride in adhering to its principles and shall continue to serve its customers, stakeholders and society on the basis of the following Business Code of Conduct. The Company believes in the standards of business conduct defined in this policy and expects all Associates (employees, trainees, interns, and contractors), directors, consultants, customers, suppliers and vendors of all its divisions, subsidiaries and associated companies to abide by the same standards as mentioned herein below, a. Ethical and fair business practices and open competitive markets. Developing any association within the segment, industry or with competitors to distort pricing and availability is contradictory to our business code of conduct. b. The Company’s financial policies for conducting business shall be based on transparency and integrity, and will follow the principles of accounting and finance as approved by regulations and contemporary accounting codes. c. Ensure compliance with the laws of Pakistan. d. Ensure protection of Intellectual Property rights and comply with related legislation regarding protection of copyright, trade secrets, patents, and other information, and neither solicit Confidential Information from others nor disclose the Company’s Confidential Information that may come into their knowledge, during their association with the Company, to any unauthorized person or party. Understand, sign and comply with the Confidentiality Agreement (Confidential Information Protection/Non-disclosure Agreement). e. As a responsible corporate citizen strongly adhere to the principles of corporate governance and comply with regulatory obligations enforced by regulatory bodies for improving corporate performance. f. Demonstrate integrity and honesty in doing business for the Company and dealing with people. Any unfair or corrupt practices either to solicit business for the Company or for personal gain is fundamentally inconsistent with the Company’s Business Code of Conduct and Conflict of Interest Policy. Avoid situations in which personal interest, relationships and activities conflict with or interfere with your duty to be loyal to the Company and prevents you from acting in the best interest of the Company at any time. g. The Company’s funds shall not be used, directly or indirectly, for the purpose of any unlawful payments. This includes, but is not limited to, not participating in, nor supporting, any activities that are, or relate to money laundering and terrorism financing. h. The Company believes in making charitable contributions and community development without political and religious affiliations and without demand or expectation of any business return. The Company shall contribute its resources with an unprejudiced approach for the betterment of society and the environment. Annual Report 2020 17 i. The Company does not encourage giving or receiving Gifts and Entertainment. However, where required for sound business reasons, any Gifts or Entertainment exchanged shall be in accordance with the Company’s Gift and Entertainment Policy. j. Agreements with agents or consultants must be in writing and must clearly and accurately set forth the services to be performed, the basis for earning the commission or fee involved, and the applicable rate or fee. Any such payments must be reasonable in amount, not excessive in light of the practice in the trade, and commensurate with the value of the services rendered. The agent, or consultant must be advised that the agreement may be publicly disclosed and must agree to such public disclosure. k. All assets of the Company must be accounted for properly and accurately. l. Falsification of records for any reason shall not be tolerated. Do not make false or fraudulent entries in records, expense statements, invoices or any other documents nor alter them. m. The Company’s internal and external auditors shall be given access to information necessary for them to conduct audits properly and accurately. n. Treat everyone with respect and fairness, including subordinates, peers, juniors, seniors and all others. Report incidents of violence and/or aggressive behavior. Management is expected to investigate so that such incidents are not repeated. o. Comply with local legislation and Company policy on preventing harassment and strive to create a respectful work environment. The Company will not tolerate harassment of any sort. p. The Company will support diversity and inclusiveness and will continuously strive to improve the work environment and prevent discrimination. q. The Company will ensure its recruitment and selection process is of a high standard, based on merit and free from discrimination. If men and women both apply for any job vacancy, they will be given an equal opportunity to participate in a fair evaluation process. r. Only an authorized spokes person shall be entitled to speak on behalf of the Company in front of public gatherings and media. s. The Company does not allow improper use of email and internet. All Associates are expected to comply with the Company policy on email and computer network use. t. Comply with Health, Safety and Environment (HSE) policies, procedures and cardinal rules. Demonstrate safe behavior, prevent incidents and help others learn to act safely. Dawood Lawrencepur Limited 18 u. All Associates must manage their time and resources efficiently and effectively and keep the tools and equipment provided to them by the Company in safe and good working condition. v. Soliciting the Company’s employees for employment and customers for similar business is not allowed for a period of at least one year after Separation from the Company. w. Our behavior reflects the image of the Company. Everyone associated with the Company is expected to act professionally and abide by the Company’s Business Code of Conduct, policies, rules and regulations. Annual Report 2020 19 NOTICE OF 71st ANNUAL GENERAL MEETING Notice is hereby given that 71st Annual General Meeting of the shareholders of Dawood Lawrencepur Limited (the “Company”) will be held on Thursday, April 29, 2021 at 11:00 AM via video link facility to transact the following business: A) ORDINARY BUSINESS: 1. To receive, consider and adopt the audited unconsolidated and consolidated financial statements of the Company for the year ended December 31, 2020 together with the Auditors’ and Directors’ Reports thereon and the Review Report of the Chairman. 2. To appoint auditors and to fix their remuneration. The members are hereby notified that the Board of Directors and the Board Audit Committee have recommended reappointment of Messrs. A. F. Ferguson & Co. (Chartered Accountants), as auditors of the Company. B) SPECIAL BUSINESS: 3. To consider and if deemed fit, to pass the following resolutions as special resolutions for renewal of Subordinated Loan Facility of up to PKR 300
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