Sapphire Textile Mills Limited Company Profile 03 Vision / Mission 04 Notice Of Annual General Meeting 05 Directors’ Report 08 Six Year Growth At A Glance 15 Review Report 16 Statement Of Compliance 17 Auditor’s Report 19 Balance Sheet 20 Profit & Loss Account 21 Statement Of Comprehensive Income 22 Cash Flow Statement 23 Statement Of Changes In Equity 24 Notes To The Financial Statements 25 Pattern Of Share Holdings 67 Annual Report 2014 Board Of Directors Chairman : Mr. Mohammad Abdullah Chief Executive : Mr. Nadeem Abdullah Director : Mr. Shahid Abdullah Mr. Amer Abdullah Mr. Yousuf Abdullah Mr. Nabeel Abdullah Mr. Shayan Abdullah Mr. Nadeem Karamat (Independent Director) Audit Committee Chairman : Mr. Yousuf Abdullah Member : Mr. Nabeel Abdullah Member : Mr. Nadeem Karamat Human Resource & Remuneration Committee Chairman : Mr. Amer Abdullah Member : Mr. Nabeel Abdullah Member : Mr. Yousuf Abdullah Chief Financial Officer : Mr. Abdul Sattar Secretary : Mr. Zeeshan Auditors : Mushtaq & Company, Chartered Accountants Management Consultant : M. Yousuf Adil Saleem & Company, Chartered Accountants Tax Consultants : Mushtaq & Company, Chartered Accountants Legal Advisor : A. K. Brohi & Company Bankers : Allied Bank Limited, Habib Bank Limited Standard Chartered Bank (Pakistan) Limited United Bank Limited, MCB Bank Limited, Citi Bank N.A. Share Registrar : Hameed Majeed Associates (Pvt.) Ltd. Registered Office : 212, Cotton Exchange Building, I. I. Chundrigar Road, Karachi. Mills : S. I. T. E. Kotri, S. I. T. E. Nooriabad, Chunian, District Kasur Feroze Watwan, Bhopattian, Lahore. Sapphire Textile Mills Limited 3 Annual Report 2014 To be one of the premier textile company recognized for leadership in technology, exibility, responsiveness and quality. Our customers will share in our success through innovative manufacturing, certifiable quality, exceptional services and creative alliances. Structured to maintain in depth competence and knowledge about our business , our customers and worldwide markets. Our workforce will be the most efficient in industry through multiple skill learning, the fostering of learning and the fostering of teamwork and the security of the safest work environment possible recognised as excellent citizen in the local and regional community through our financial and human resources support and our sensitivity to the environment. Our mission is to be recognised as premier supplier to the markets we serve by providing quality yarns, fabrics and other textile products to satisfy the needs of our customers . Our miss ion will be accomplished through excellence in customer service, sales and manufacturing supported by teamwork of all associates . We will continue our tradition of honesty, fairness and integrity in relationship with our customers, associates, shareholders, community and stakeholders . Sapphire Textile Mills Limited 4 Annual Report 2014 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that 46th Annual General Meeting of Sapphire Textile Mills Limited will be held on 24th October, 2014 at 03:30 p.m. at Trading Hall, Cotton Exchange Building, I.I. Chundrigar Road, Karachi to transact the following business. ORDINARY BUSINESS: 1. To conrm the minutes of last General Meeting. 2. To receive, consider and adopt the Audited Financial Statements together with Directors' and Auditors' Reports for the year ended 30th June, 2014. 3. To approve and declare the nal dividend of Rs. 10/- per share i.e 100% for the year ended June 30th , 2014 as recommended by the Board of Directors. 4. To appoint auditors for the year ending 30th June, 2015 and x their remuneration. The present Auditors, M/s Mushtaq & Company, Chartered Accountants retire and being eligible offer themselves for reappointment. SPECIAL BUSINESS: 5. To consider and if thought t, pass with or without modication(s) the following resolution of the Companies Ordinance, 1984: “RESOLVED THAT the pursuant to Section 193 and Section 196 of the Companies Ordinance 1984 the shareholders' consent be and is hereby accorded to authorize Mr. Nadeem Abdullah son of Mr. Mohammad Abdullah, holding CNIC No.42201-2771651-1, CEO of the Company, to enter into Sale Agreement with Sapphire Fibres Limited, an associated company, for the sale of jointly owned (50% each) industrial Leasehold Land, building along with ttings, xtures and utilities installed therein on subdivided Plot No. 24 measuring 2666.66 square yards and Plot No. 24/1 measuring 6222.22 square yards both situated at Sector 23, Korangi Industrial Area, Karachi, including all benets, rights, shares, privileges, deposits, easements, utilities, connections, appurtenant, enjoyed or attached to the said Properties on such terms and conditions as may be approved by the Board of Directors of Sapphire Textile Mills Limited and is further authorized to receive sale consideration and to apply to KMC (KDA Wing) for permission/NOC to assign/transfer the said Property”. FURTHER RESOLVED THAT “MR. NADEEM ABDULLAH holding CNIC No.42201-2771651-1, is hereby authorized to execute, admit, and register the Conveyance Deed of the said Properties and appear before competent Registration Authorities to complete all formalities for the sale and transfer of the Property in favor of the Sapphire Fibres Ltd, including handing over original title documents and vacant peaceful physical possession of the said Property”. A Statement under Section 160(1) (b) of the Companies Ordinance, 1984, read with S.R.O. 1227/ 2005 dated December 12th, 2005 issued by the Securities and Exchange Commission of Pakistan is annexed to the Notice of the Meeting send to the shareholders. OTHER BUSINESS: 6. To transact any other business with the permission of the Chair. By Order of the Board Karachi. (ZEESHAN) Dated: October 02, 2014 Secretary Sapphire Textile Mills Limited 5 Annual Report 2014 NOTICE OF ANNUAL GENERAL MEETING Note: 1. Closure of share transfer books: Share Transfer Books will remain closed and no transfer of shares will be accepted for registration from 18th October, 2014 to 24th October, 2014 (both days inclusive). Transfers received in order, by the Hameed Majeed Associates (Private) Limited, 5th Floor, Karachi Chambers, Hasrat Mohani Road, Karachi, up to 17th October, 2014, will be considered in time for the payment of dividend. 2. Participation in the annual general meeting: A member entitled to attend and vote at this meeting is entitled to appoint another member/any other person as his/her proxy to attend and vote. 3. Duly completed instrument of proxy and the other authority under which it is signed, thereof, must be lodged with the secretary of the company at the company's registered ofce 212, Cotton Exchange Building, I.I.Chundrigar Road, Karachi at least 48 hours before the time of the meeting. 4. Any change of address of members should be immediately notied to the company's share registrars, Hameed Majeed Associates (Private) Limited, 5th Floor, Karachi Chambers, Hasrat Mohani Road. 5. The CDC account holders will further have to follow the under-mentioned guidelines as laid down by the Securities and Exchange Commission of Pakistan: A. For attending the meeting: i) In case of individuals, the account holder or sub-account holder and/or the person whose securities are in group account and their registration details are uploaded as per the Regulations, shall authenticate his identity by showing his original computerized national identity card (CNIC) or original passport at the time of attending the meeting. ii) In case of corporate entity, the Board of Directors' resolution/power of attorney with specimen signature of the nominee shall be produced at the time of the meeting. B. For appointing proxies: i) In case of individuals, the account holder or sub-account holder and/or the person whose securities are in group account and their registration details are uploaded as per the Regulations, shall submit the proxy form accordingly. ii) The proxy form shall be witnessed by two persons whose names, addresses and CNIC number shall be mentioned on the form. iii) Attested copies of CNIC or the passport. iv) The proxy shall produce his/her original CNIC or original passport at the time of meeting. v) In case of corporate entity, the Board of Directors' resolution/power of attorney with specimen signature shall be submitted along with proxy form to the company. 6. In accordance with the notication of the Securities and Exchange Commission of Pakistan, SRO 831(1)2012 dated July 05, 2012, dividend warrants should bear CNIC number of the registered member or the authorized person, except in case of minor(s) and corporate members. Accordingly, Members who have not yet submitted copy of their valid CNIC/NTN are requested to submit the same to the Company, with memebrs' folio no mentioned thereon for updating record. 7. As per the directions to all Listed Companies by SECP vide Letter No.SM/CDC 2008 dated April 05, 2013, all shareholders and the Company are encouraged to put in place an effective arrangement for Payment of Cash Dividend Electronically (e-Dividend) through mutual co-operation. For this purpose, the members are requested to provide Dividend Mandate including Name, Bank Account Number, Bank and Respective Branch Address to the Company in order to adhere the envisaged guidelines. Sapphire Textile Mills Limited 6 Annual Report 2014 NOTICE OF ANNUAL GENERAL MEETING STATEMENT UNDER SECTION 160(1)(b) OF THE COMPANIES ORDINANCE, 1984 This statement sets out the material facts pertaining to the special business to be transacted as