Professional Documents
Culture Documents
Shabbir Ar 2012
Shabbir Ar 2012
2012
annual report
Shabbir Tiles and Ceramics Limited
C O N T E N T S
Company Information ............................................................................ 04
Notice of Annual General Meeting ........................................................ 05
Directors Report ................................................................................... 07
Performance of Last Six Years .............................................................. 11
Financial Highlights ................................................................................12
Statement of Compliance with best practices of
Code of Corporate Governance ........................................................ 13
Auditors Review Report to the Members on Statement of
Compliance with Best Practices of Code of
Corporate Governance ...................................................................... 15
Auditors Report to the Members ........................................................... 16
Balance Sheet ....................................................................................... 17
Profit and Loss Account ........................................................................ 18
Statement of Comprehensive Income ................................................... 19
Cash Flow Statement ............................................................................ 20
Statement of Changes in Equity ............................................................ 21
Notes to the Financial Statements ........................................................ 22
Pattern of Shareholding ........................................................................ 41
Proxy Form
Shabbir Tiles and Ceramics Limited
Vision Statement
While Maintaining Our Stile Brand As
Market Leader, We Continue To Delight
Our Customers By Also Bringing In
International Brands In The Field Of
Building Materials, By Offering The Best
Quality And Innovative Products At
Competitive Prices, Taking Into Account
The Stakeholders Interest.
Shabbir Tiles and Ceramics Limited
Mission Statement
Our mission is to maintain our position as the leader in
the tile industry in Pakistan and for this purpose we will
continue to focus on:
l
We are committed to quality products and will provide
our customers with innovative sizes, designs and
colour scheme that they will be delighted to have and
shall provide them with excellent services to earn their
loyalty.
l
We shall treat our employees fairly and shall provide
conducive working environment for them to learn and
to grow with the Company.
l
The Company shall earn adequate profits for its
progress and growth and for providing reasonable
return to its shareholders.
Shabbir Tiles and Ceramics Limited
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COMPANY INFORMATION
BOARD OF DIRECTORS RAFIQ M HABIB Chairman
ALIREZA M. ALLADIN Chief Executive Officer
ALI S. HABIB
ABDUL HAI M. BHAIMIA
MANSOOR G. HABIB
SALIM AZHAR
ALI SAJJAD DHARAMSEY
AUDIT COMMITTEE MANSOOR G. HABIB Chairman
SALIM AZHAR
ALI SAJJAD DHARAMSEY
HUMAN RESOURCES AND
REMUNERATION COMMITTEE MR. SALIM AZHAR Chairman
MR. ALIREZA M. ALLADIN Member
MR. ALI SAJJAD DHARAMSEY Member
MS. RIFFAT SHAHEEN Secretary
COMPANY SECRETARY AZIZ AHMED
AUDITORS ERNST & YOUNG FORD RHODES SIDAT HYDER
Chartered Accountants
LEGAL ADVISOR M. Akram Zuberi & Co.
Advocate Supreme Court
BANKERS Habib Metropoliton Bank Limited
Faysal Bank Limited
National Bank of Pakistan
Habib Bank Limited
Bank AL Habib Limited
Dubai Islamic Bank Pakistan Limited
United Bank Limited
Askari Bank Limited
Allied Bank Limited
Bank Alfalah Limited
REGISTERED OFFICE 15th Milestone, National Highway, Landhi, Karachi-75120
Phones: (021) 35015024 - 25, 35014044 - 45 Fax: (021) 35015545
E-mail : [email protected] URL : http://www.stile.com.pk
KARACHI DISPLAY CENTRE Makro Cash & Carry, CAA,
& SALES OFFICE Near Star Gate, Main Shahrah-e-Faisal, Karachi.
Phone: (92-21) 34601372-74 Fax: (92-21) 34601375
LAHORE SALES OFFICE 17-A, Tariq, Block New Garden Town, Lahore.
Phone: (92-42) 5914771, 73-75 / 5847900 Fax: (92-42) 5858163
ISLAMABAD SALES OFFICE 9th & 10th Lower Ground Floor, Aries Tower,
Shamsabad, Muree Road, Rawalpindi.
Phone: (92-51) 4575315-18 Fax: (92-51) 4575319
PESHAWAR SALES OFFICE UG-46 & UG-47, Ground Floor, Dean Trade Centre &
Hotel Towers Islamia Road, Peshawar Cantt.
Phone: (92-91) 5522522, 5253160-61 Fax: (92-91) 5253161
MULTAN SALES OFFICE 17-A, First Floor, Aslam Arcade, Shah Kareem Land,
Near Multan Hospital, Multan.
Phone: (92-61) 4783097 Fax; (92-61) 4646439
FAISALABAD SALES OFFICE P-2 / 2B, 213 Main Susan Road, Faisalabad.
Phones: (92-41) 8548243, 8710103 Fax: (92-41) 8548244
REGISTRAR AND SHARE Noble Computer Services (Pvt.) Ltd.,
TRANSFER OFFICE First Floor, Siddiqsons Towers, House of Habib Building,
3 Jinnah Cooperative Housing Society,
Main Sharah-e-Faisal, Karachi.
Phones: (021) 34325482-87
FACTORY: UNIT-I 15th Milestone, National Highway, Landhi, Karachi-75120
Phones : (021) 35015024 - 25 / 35014044 - 45
UNIT-II Deh Khanto, Tappo Landhi, Distirict Malir, Bin Qasim Town, Karachi.
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that the Thirty Fourth Annual General Meeting of Shabbir Tiles and Ceramics
Limited will be held at the auditorium of Institute of Chartered Accountants of Pakistan (ICAP), Near Three
Swords, Clifton, Karachi, on Thursday, October 25, 2012 at 10:00 a.m. to transact the following business:
ORDINARY BUSINESS
1. To receive, consider and adopt the audited accounts of the Company for the year ended June 30,
2012 alongwith the reports of the Directors and the Auditors thereon.
2. To appoint auditors for the year ending June 30, 2013 and to fix their remuneration.
By Order of the Board
AZIZ AHMED
Karachi : October 01, 2012. Company Secretary
NOTES:
1. The share transfer books of the Company will remain closed from October 19, 2012 to October 25,
2012 (both days inclusive). Transfers received in order at the office of the Company's Share Registrar
M/s. Noble Computer Services (Pvt.) Limited, First Floor, House of Habib Building (Siddiqsons Tower),
3-Jinnah C. H. Society, Main Shahrah-e-Faisal, Karachi, at the close of business on October 18, 2012
wi l l be treated i n ti me for the enti tl ement to attend the Annual General Meeti ng.
2. A member eligible to attend and vote at the meeting may appoint another member as his/her proxy
to attend and vote on his/her behalf. Proxies to be effective must be received by the Company not
less than 48 hours before the time for holding of the meeting.
CDC Account Holders will further have to follow the under mentioned guidelines as laid down in
Circular No. 1 dated January 26, 2000 issued by Securities & Exchange Commission of Pakistan.
A. For Attending the Meeting:
(i) In case of individuals, the Account holders and sub-account holders whose registration details
are uploaded as per the Regulations, shall authenticate his/her identity by showing his/her 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 (unless it has been provided earlier) at the time of
the meeting.
Shabbir Tiles and Ceramics Limited
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B. For Appointing Proxies:
(i) In case of individuals, the Account holder and sub-account holder whose registration details are
uploaded as per the Regulations, shall submit the proxy form as per above requirement.
(ii) The proxy form shall be witnessed by two persons whose names, addresses and CNIC Numbers
shall be mentioned on the form.
(iii) Attested copies of CNIC or Passport of the beneficial owners and the proxy shall be furnished
with the proxy form.
(iv) The proxy shall produce his/her original CNIC or original Passport at the time of the meeting.
(v) In case of corporate entity, the Board of Directors' resolution/power of attorney with specimen
signature shall be submitted (unless it has been provided earlier) alongwith proxy form to the
Company.
Shabbir Tiles and Ceramics Limited
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THIRTY FOURTH REPORT OF THE DIRECTORS
FOR THE YEAR ENDED JUNE 30, 2012
Dear Shareholder,
The Board of Directors are pleased to submit their Annual Report along with the audited financial statements
of the Company for the year ended 30 June 2012.
PERFORMANCE OUTLOOK:
The Ceramic and Porcelain tile industry in Pakistan continued to face multiple challenges in the year under
review, on various fronts. The government in its FTA with China has placed a lower tariff on imports and
without a robust valuation system in place at clearance stage, imported tiles from China and other countries
is creating serious challenges for the local manufacturers.
With no reprieve in the on-going energy crisis, coupled with inflation, devaluation of our currency, were some
of the added challenges faced by your Company. Reduction in SBP base rate during the year is a welcome
sign for local investors. In the financial year 2012, GDP growth of Pakistan witnessed 3.7% increase as
against the last year which was 3%. Construction Sector has also shown 6.46 percent growth as compared
to negative growth of 7.09 percent in last year.
BUSINESS REVIEW:
The sales volume during the year dropped by 6.46% as compared to the last year from 10.006 million square
meters to 9.360 million square meters. However, due to better selling prices and product mix, the sales
value grew by 5.24% from Rs. 4.399 billion to Rs. 4.630 billion. Inspsite of significant increase in energy
costs, other inflation, due to aggressive pricing strategy and effective cost saving initiatives, the gross
margins for the period improved by 2.22% from last year. Production volume decreased by 7.64% compared
to last year from 10.061 million square meters to 9.292 million square meters. Distribution expenses increased
by 11.66% from Rs. 584.204 million to Rs. 652.298 million due to overall inflationary factors and substantial
increase in freight cost. Despite high inflation rate administrative expenses during the period decreased by
7.69% as compared to last year from Rs. 77.237 million to Rs. 71.301 million and also due to reversal of
provision for doubtful debts to the tune of Rs. 3.98 million.
FINANCIAL PERFORMANCE:
A comparison of the key financial results of the Company for the financial year ended on June 30, 2012 with
the same period last year is as hereunder:
Rupees in million
2012 2011
Turnover net 4,630,457 4,399,779
Earnings before interest, taxes and depreciation (EBITDA) 840,433 749,038
Depreciation 284,133 277,932
Finance cost 365,940 457,614
Other operating expenses 21,309 6,139
Profit before tax 190,360 13,492
Profit/(loss) after tax 74,578 (7,457)
Earnings/(loss) per share (Rs.) 0.52 (0.10)
FINANCIAL MANAGEMENT:
The Company has an effective cash flow management system in place whereby cash inflows and outflows
are projected on regular basis and rigorously monitored. Working capital requirements were managed
Shabbir Tiles and Ceramics Limited
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through efficient management of trade receivables, payables and inventory levels. Business unit managers
were assigned working capital targets which are being regularly monitored. Accordingly, the Company
Balance Sheet remained strong with a current ratio of 1.02 (2011: 1.1) and liquidity ratio of 0.58 (2011: 0.59).
By the grace of Almighty Allah the Company continues to meet its financial commitments and debt obligations
on time.
CONTRIBUTION TO NATIONAL EXCHEQUER:
Your company is a noteworthy contributor to the national economy and has contributed Rs. 788 million
during the year to the National Exchequer on account of various taxes, duties and statutory levies. Additionally,
the Company also brought in foreign exchange of around US$ 2.39 million by exporting tiles.
HUMAN RESOURCES:
Human resources are vital foundation for our growth strategy. In line with the ambition to be recognized as
a Company which offers opportunity to its people, learning and development and talent movement across
Businesses and Functions remained strategic priorities.
A strong foundation of well established HR practices exists in the Company with focus on enhancement of
employee's management capability and providing growth and development opportunities to all, contributing
to the Company's competitive advantage.
HEALTH, SAFETY AND ENVIRONMENT:
Your Company being a major player in tiles manufacturing industry has continued to maintain a good track
record in HSE. All safety incidents and unsafe acts are reviewed with reference to the behavior, equipment
and system deficiencies and actions required to address them are monitored at the executive level.
FUTURE OUTLOOK:
We continue to believe that your Company is well equipped to take advantage of housing/construction
growth as a premier tile supplier provided the macroeconomic indicators move in the positive direction. Our
strength lies in our state of art production facilities which can cater all the tile needs of its customers.
Meanwhile, gas curtailment are expected to increase and is a major cause of concern with the outage going
beyond the expected levels and adversely affecting the operation. Your Company continues to explore
alternate energy options. Your Company future performance will therefore, be influenced by the issues
around energy supplies and revival of housing sector. It is expected that the trend of use of tiles would gain
accelerated momentum with changing life style, urbanization and a growing middle class. Your Company
thus, retains a positive outlook and will continue to drive sustainable profitable growth. While the company
is taking steps to enhance its sales in the local market, we are also focusing on improving our export sales
to Afghanistan and also new markets in Oman, Qatar and some countries in Africa
CORPORATE SOCIAL RESPONSIBILITY:
As a socially responsible corporate citizen, STILE has committed itself to the uplift of local communities and
society. We have identified Healthcare and Education as the foremost need of our people and strive to
improve these areas by supporting and partnering with charitable organizations.
AUDITORS:
Present auditors M/s. Ernst & Young Ford Rhodes Sidat Hyder Chartered Accountants, retire and being
eligible, have offered themselves for re-appointment. The Audit Committee of the Board has also recommended
their appointment as Statutory Auditors of the Company for the year ending June 30, 2013.
Shabbir Tiles and Ceramics Limited
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CORPORATE AND FINANCIAL REPORT FRAMEWORK:
The Directors are pleased to inform that the company has fully complied with the Code of Corporate
Governance as contained in listing regulations of Stock Exchanges.
In compliance with the Code of Corporate Governance, the Directors are pleased to state that:
1) The financial statements, prepared by the company, present fairly its state of affairs, the result of its
operations, cash flows and changes in equity;
2) Proper books of account have been maintained by the company;
3) Appropriate accounting policies have been consistently applied in preparation of financial statements
and accounting estimates are based on reasonable and prudent judgment;
4) International Accounting Standards, as applicable in Pakistan, have been followed in preparation of
financial statements;
5) The system of internal control is sound in design and has been effectively implemented and monitored.
The process of monitoring internal controls will continue with the objective to further strengthen the
controls and improve the system;
6) There are no significant doubts upon the company's ability to continue as a going concern;
7) A summary of key operating and financial data of the company of the last six years is annexed in the
report on page no. 11
8) There has been no material departure from the best practices of corporate governance, as detailed
in the listing regulations.
9) The value of Provident Fund Investments as per unaudited accounts of Provident Fund Trust for the
year ended June 30, 2012 was Rs. 81 million (2011 audited accounts : 76.75 million).
10) There is no outstanding statutory payment due on account of taxes, levies and charges except of a
normal and routine nature.
11) During the year, four (4) board meetings were held and the number of meetings attended by each
Director is given hereunder:
Number of meetings attended
Mr. Rafiq M. Habib 2
Mr. Alireza M. Alladin 4
Mr. Ali S. Habib 4
Mr. Mansoor G. Habib 3
Mr. Abdul Hai M. Bhaimia 3
Mr. Salim Azhar 4
Mr. Ali Sajjad Dharamsey 3
Leave of absence was granted to the Directors who could not attend the Board meetings.
Shabbir Tiles and Ceramics Limited
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AUDIT COMMITTEE:
An audit committee of the Board has been in existence since the enforcement of the code of corporate
governance, which now comprises of three non-executive directors (including the Chairman). During the
year, five meetings of the audit committee were held. The attendance of each member is given hereunder:
Number of meetings attended
Mr. Mansoor G. Habib 4
Mr. Salim Azhar 3
Mr. Ali Sajjad Dharamsey 5
Leave of absence was granted to the members who could not attend the meetings of the audit committee.
The audit committee has its terms of reference which were determined by the Board of Directors in accordance
with the guidelines provided in the listing regulations and code of corporate governance.
APPROPRIATION:
The Board of Director have recommended passing over of dividend and / or bonus for the financial year
ended 30 June 2012 due to financial commitments.
PATTERN OF SHAREHOLDING:
Statements showing the pattern of shareholding as at June 30, 2012 required under the Companies
Ordinance, 1984 and the Code of Corporate Governance are annexed.
The Directors, CEO, CFO, Company Secretary and their spouses or minor children did not carry out any
trade in the shares of the Company during the year.
MATERIAL CHANGES:
There have been no material changes since June 30, 2012 and the Company has not entered into any
commitment, which could affect its financial position at the date except for those mentioned in the Audited
Financial Statements of the Company for the year ended June 30, 2012.
REMUNERATION OF CHIEF EXECUTIVE OFFICER (CEO)
The Board of Directors in their meeting held on September 24, 2012 has revised the remuneration of CEO
from Rs. 812,110/- to Rs. 933,926/- w.e.f. July 1, 2012. He will also be entitled to perquisites and other
entitlements including Bonuses, Company maintained car, Provident Fund and Club subscription arising
under his contract of employment and service rules of the Company. The CEO is interested only to the
extent of remuneration in the variation of terms of his contract.
COMPANY'S STAFF AND CUSTOMER:
We are thankful to our dealers and customers for their continuing confidence in our products and services
as this is providing us confidence in our growth initiatives. We also want to express our gratitude and
appreciation to all our employees who have worked tirelessly and delivered outstanding performance in the
backdrop of the economic recession and a difficult business situation. We appreciate their hard work, loyalty
and dedication.
On behalf of the Board
ALIREZA M. ALLADIN
Chief Executive Officer
Karachi: September 24, 2012
Shabbir Tiles and Ceramics Limited
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Shabbir Tiles and Ceramics Limited
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PERFORMANCE OF LAST SIX YEARS
Deferred tax liabilities
1,292,821
27.92%
71,301
652,298
14.09%
Basic and diluted earnings/(loss) per share (Rs.) 1.85
Shabbir Tiles and Ceramics Limited
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FINANCIAL HIGHLIGHTS
Shabbir Tiles and Ceramics Limited
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STATEMENT OF COMPLIANCE WITH THE CODE OF CORPORATE GOVERNANCE
FOR THE YEAR ENDED JUNE 30, 2012
This statement is being presented to comply with the Code of Corporate Governance (CCG) contained in
listing regulations of Karachi, Lahore and Islamabad Stock Exchanges respectively for the purpose of
establishing a framework of good governance, whereby a listed company is managed in compliance with
the best practices of corporate governance.
Shabbir Tiles and Ceramics Limited (the Company) has applied the principles contained in the CCG in the
following manner:
1) The Company encourages representation of independent non-executive directors and directors
representing minority interest on its board of directors. At present the board includes:
Name of Director Category of Director
Independent Non - Executive
Executive
Rafiq M. Habib 3
Alireza M. Alladin 3
Ali S. Habib 3
Abdul Hai M. Bhaimia 3
Mansoor G. Habib 3
Salim Azhar 3 3
Ali Sajjad Dharamsey 3
2) The directors have confirmed that none of them is serving as a director on more than seven listed
companies, including the company.
3) All the resident directors of the company are registered as taxpayers and none of them has defaulted
in payment of any loan to a banking company, a DFI or an NBFI or, being a member of a stock
exchange, has been declared as a defaulter by that stock exchange.
4) No casual vacancy occurred in the board during the current year.
5) The Company has prepared a 'Code of Conduct" and has ensured that appropriate steps have been
taken to disseminate it throughout the Company along with its supporting policies and procedures.
6) The Board has developed a vision/mission statement, overall corporate strategy and significant policies
of the company. A complete record of particulars of significant policies along with the dates on which
they were approved or amended has been maintained.
7) All the powers of the board have been duly exercised and decisions on material transactions, including
appointment and determination of remuneration and terms and conditions of employment of the CEO,
other executives and non-executive directors, have been taken by the board/shareholders.
8) The meetings of the board were presided over by the Chairman and, in his absence, by a director
elected by the board for this purpose and the board met at least once in every quarter. Written notices
of the Board meetings, along with agenda and working papers, were circulated at least seven days
before the meetings. The minutes of the meetings were appropriately recorded and circulated.
9) The board arranges orientation course for its directors as and when needed to apprise them of their
duties and responsibilities. One of the directors has already passed Corporate Governance Leadership
Skills (CGLS) Program of the Pakistan Institute of Corporate Governance (PICG). In addition, two
Shabbir Tiles and Ceramics Limited
14
directors meet the criteria of exemption under clause (xi) of CCG and are therefore exempt from
director's training program.
10) The board in its meeting held on 24 September 2012, has approved appointment of Head of Internal
Audit, including his remuneration and terms and conditions of employment. No new appointment of
CFO, Company Secretary has been made during the year.
11) The directors' report for this year has been prepared in compliance with the requirements of the CCG
and fully describes the salient matters required to be disclosed.
12) The financial statements of the company were duly endorsed by CEO and CFO before approval of
the board.
13) The directors, CEO and executives do not hold any interest in the shares of the company other than
that disclosed in the pattern of shareholding.
14) The company has complied with all the corporate and financial reporting requirements of the CCG.
15) The board has formed an Audit Committee. It comprises three members, of whom all are non-executive
directors and the chairman of the committee is not an independent director who may be replaced by
independent director when next elections of directors will take place.
16) The meetings of the Audit Committee were held at least once every quarter prior to approval of interim
and final results of the company and as required by the CCG. The terms of reference of the committee
have been formed and advised to the committee for compliance.
17) The board has formed an HR and Remuneration Committee. It comprises three non-executive directors
including the chairman of the committee.
18) The board has outsourced the internal audit function to Noble Computer Services (Private) Limited
who are considered suitably qualified and experienced for the purpose and are conversant with the
policies and procedures of the company and they are involved in the internal audit function on a full
time basis.
19) The statutory auditors of the company have confirmed that they have been given a satisfactory rating
under the quality control review program of the ICAP, that they or any of the partners of the firm, their
spouses and minor children do not hold shares of the Company and that the firm and all its partners
are in compliance with International Federation of Accountants (IFAC) guidelines on code of ethics
as adopted by the ICAP.
20) The statutory auditors or the persons associated with them have not been appointed to provide other
services except in accordance with the listing regulations and the auditors have confirmed that they
have observed IFAC guidelines in this regard.
21) The 'closed period', prior to the announcement of interim/final results, and business decisions, which
may materially affect the market price of company's securities, was determined and intimated to
directors, employees and stock exchanges.
22) Material/price sensitive information has been disseminated among all market participants at once
through stock exchange.
23) We confirm that all other material principles enshrined in the CCG have been complied with.
On behalf of the Board
ALIREZA M. ALLADIN
Karachi: 24 September 2012 Chief Executive Officer
REVIEW REPORT TO THE MEMBERS ON STATEMENT OF COMPLIANCE
WITH THE BEST PRACTICES OF THE CODE OF CORPORATE GOVERNANCE
We have reviewed the Statement of Compliance (the Statement) with the best practices contained in the
Code of Corporate Governance (the Code) for the year ended 30 June 2012 prepared by the Board of
Directors of Shabbir Tiles and Ceramics Limited (the Company) to comply with the Regulations of Karachi,
Lahore and Islamabad Stock Exchanges, where the Company is listed.
The responsibility for compliance with the Code is that of the Board of Directors of the Company. Our
responsibility is to review, to the extent where such compliance can be objectively verified, whether the
Statement reflects the status of the Company's compliance with the provisions of the Code and report if it
does not. A review is limited primarily to inquire of the Company's personnel and review of various documents
prepared by the Company to comply with the Code.
As part of our audit of financial statements we are required to obtain an understanding of the accounting
and internal control systems sufficient to plan the audit and develop an effective audit approach. We are
not required to consider whether the Board's statement on internal control covers all risks and controls, or
to form an opinion on the effectiveness of such internal controls, the Company's corporate governance
procedures and risks.
Further, Listing Regulations of respective Stock Exchanges require the Company to place before the Board
of Directors for their consideration and approval, related party transactions, distinguishing between transactions
carried out on terms equivalent to those that prevail in arm's length transactions and transactions which
are not executed at arm's length price, recording proper justification for using such alternate pricing
mechanism. Further, all such transactions are also required to be separately placed before the Audit
Committee. We are only required and have ensured compliance of requirement to the extent of approval
of related party transactions by the Board of Directors and placement of such transactions before the Audit
Committee. We have not carried out any procedures to determine whether the related party transactions
were undertaken at arm's length price or not.
Based on our review, nothing has come to our attention which causes us to believe that the Statement does
not appropriately reflect the Company's compliance, in all material respects, with the best practices contained
in the Code, as applicable to the Company for the year ended 30 June 2012.
ERNST & YOUNG FORD RHODES SIDAT HYDER
Karachi: September 24, 2012 Chartered Accountants
Shabbir Tiles and Ceramics Limited
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AUDITORS REPORT TO THE MEMBERS
We have audited the annexed balance sheet of Shabbir Tiles and Ceramics Limited (the Company) as at
30 June 2012 and the related profit and loss account, statement of comprehensive income, cash flow
statement and statement of changes in equity together with the notes forming part thereof, for the year then
ended and we state that we have obtained all the information and explanations which, to the best of our
knowledge and belief, were necessary for the purposes of our audit.
It is the responsibility of the Company's management to establish and maintain a system of internal control,
and prepare and present the above said statements in conformity with the approved accounting standards
and the requirements of the Companies Ordinance, 1984. Our responsibility is to express an opinion on
these statements based on our audit.
We conducted our audit in accordance with the auditing standards as applicable in Pakistan. These standards
require that we plan and perform the audit to obtain reasonable assurance about whether the above said
statements are free of any material misstatement. An audit includes examining on a test basis, evidence
supporting the amounts and disclosures in the above said statements. An audit also includes assessing the
accounting policies and significant estimates made by management, as well as, evaluating the overall
presentation of the above said statements. We believe that our audit provides a reasonable basis for our
opinion and, after due verification, we report that:
a) in our opinion, proper books of account have been kept by the Company as required by the Companies
Ordinance, 1984;
b) in our opinion:
i) the balance sheet and profit and loss account together with the notes thereon have been drawn
up in conformity with the Companies Ordinance, 1984, and are in agreement with the books of
account and are further in accordance with accounting policies consistently applied;
ii) the expenditure incurred during the year was for the purpose of the Company's business; and
iii) the business conducted, investments made and the expenditure incurred during the year were
in accordance with the objects of the Company;
c) in our opinion and to the best of our information and according to the explanations given to us, the
balance sheet, profit and loss account, statement of comprehensive income, cash flow statement and
statement of changes in equity together with the notes forming part thereof, conform with approved
accounting standards as applicable in Pakistan, and, give the information required by the Companies
Ordinance, 1984, in the manner so required and respectively give a true and fair view of the state of
the Company's affairs as at 30 June 2012, and of the profit, its comprehensive income, cash flows
and changes in equity for the year then ended; and
d) in our opinion, no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII
of 1980).
Chartered Accountants
Audit Engagement Partner: Arslan Khalid
Date: September 24, 2012
Karachi.
Shabbir Tiles and Ceramics Limited
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Shabbir Tiles and Ceramics Limited
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BALANCE SHEET
AS AT JUNE 30, 2012
ALIREZA M. ALLADIN ABDUL HAI M. BHAIMIA
Chief Executive Officer Director
Shabbir Tiles and Ceramics Limited
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PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED JUNE 30, 2012
ALIREZA M. ALLADIN ABDUL HAI M. BHAIMIA
Chief Executive Officer Director
Shabbir Tiles and Ceramics Limited
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED JUNE 30, 2012
ALIREZA M. ALLADIN ABDUL HAI M. BHAIMIA
Chief Executive Officer Director
Total comprehensive income/(loss) for the year
Shabbir Tiles and Ceramics Limited
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CASH FLOW STATEMENT
FOR THE YEAR ENDED JUNE 30, 2012
ALIREZA M. ALLADIN ABDUL HAI M. BHAIMIA
Chief Executive Officer Director
Shabbir Tiles and Ceramics Limited
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED JUNE 30, 2012
ALIREZA M. ALLADIN ABDUL HAI M. BHAIMIA
Chief Executive Officer Director
Shabbir Tiles and Ceramics Limited
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2012
Shabbir Tiles and Ceramics Limited
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Shabbir Tiles and Ceramics Limited
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AHZ-946
Shabbir Tiles and Ceramics Limited
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Shabbir Tiles and Ceramics Limited
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Shabbir Tiles and Ceramics Limited
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1,402,065 128,383
128,383 1,408,791
Shabbir Tiles and Ceramics Limited
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ALIREZA M. ALLADIN ABDUL HAI M. BHAIMIA
Chief Executive Officer Director
production is due to the low demand during the year.
11,620
The shortfall in
September 24, 2012
Shabbir Tiles and Ceramics Limited
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PATTERN OF SHAREHOLDING
AS ON 30TH JUNE, 2012
NUMBER OF SHARE HOLDING TOTAL
SHAREHOLDERS FROM TO SHARES HELD
868 1 -- 100 26,853
672 101 -- 500 183,941
314 501 -- 1,000 239,049
534 1,001 -- 5,000 1,175,358
128 5,001 -- 10,000 917,487
51 10,001 -- 15,000 642,122
22 15,001 -- 20,000 389,284
20 20,001 -- 25,000 439,427
2 25,001 -- 30,000 56,065
12 30,001 -- 35,000 387,376
4 35,001 -- 40,000 150,189
6 40,001 -- 45,000 254,236
4 45,001 -- 50,000 191,517
2 50,001 -- 55,000 103,922
3 55,001 -- 60,000 169,782
6 60,001 -- 65,000 375,349
2 65,001 -- 70,000 134,966
3 70,001 -- 75,000 212,070
3 75,001 -- 80,000 231,646
4 80,001 -- 85,000 329,434
1 90,001 -- 95,000 91,057
4 95,001 -- 100,000 391,490
2 100,001 -- 105,000 203,568
4 105,001 -- 110,000 432,474
1 120,001 -- 125,000 121,650
2 130,001 -- 135,000 264,996
1 135,001 -- 140,000 139,374
1 150,001 -- 155,000 151,566
1 160,001 -- 165,000 163,608
1 165,001 -- 170,000 168,421
2 170,001 175,000 345,524
1 185,001 -- 190,000 188,570
1 255,001 -- 260,000 257,793
3 310,001 -- 315,000 940,755
1 335,001 -- 340,000 336,599
1 390,001 -- 395,000 392,756
1 440,001 -- 445,000 444,504
1 495,001 -- 500,000 500,000
1 580,001 -- 585,000 581,882
1 625,001 -- 630,000 627,178
1 675,001 -- 680,000 676,692
1 680,001 -- 685,000 681,982
1 755,001 -- 760,000 756,615
1 830,001 -- 835,000 830,472
1 955,001 -- 960,000 955,134
1 1,010,001 -- 1,015,000 1,010,064
1 1,050,001 -- 1,055,000 1,050,500
1 1,090,001 -- 1,095,000 1,090,746
1 1,390,001 -- 1,395,000 1,393,110
1 1,420,001 -- 1,425,000 1,421,934
1 1,470,001 -- 1,475,000 1,470,858
1 1,510,001 -- 1,515,000 1,512,720
1 1,550,001 -- 1,555,000 1,551,936
1 1,670,001 -- 1,675,000 1,672,704
5 1,800,001 -- 1,805,000 9,007,039
1 1,880,001 -- 1,885,000 1,881,585
3 2,080,001 -- 2,085,000 6,247,542
1 2,085,001 -- 2,090,000 2,085,894
1 2,205,001 -- 2,210,000 2,208,556
2 2,505,001 -- 2,510,000 5,018,112
1 2,515,001 -- 2,520,000 2,516,360
1 2,805,001 -- 2,810,000 2,808,368
1 3,535,001 -- 3,540,000 3,535,939
1 3,740,001 -- 3,745,000 3,741,886
1 3,760,001 -- 3,765,000 3,763,170
1 4,235,001 -- 4,240,000 4,237,588
1 4,330,001 -- 4,335,000 4,330,160
1 5,135,001 -- 5,140,000 5,138,983
1 9,590,001 -- 9,595,000 9,590,102
1 13,270,001 -- 13,275,000 13,274,671
1 35,440,001 -- 35,445,000 35,440,602
2,729 144,255,862
Shabbir Tiles and Ceramics Limited
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COMBINED PATTERN OF CDC AND PHYSICAL SHARE HOLDINGS
AS AT JUNE 30, 2012
S. NO. CATEGORIES/SUB-CATEGORIES OF NUMBER OF CATEGORY WISE CATEGORY WISE PERCENTAGE
NO. OF FOLIOS/
SHAREHOLDERS SHARES HELD CDC A/CS SHARES HELD (%)
1 INDIVIDUALS 2,663 39,191,391 27.17
2 INVESTMENT COMPANIES 2 5,385 0.00
3 JOINT STOCK COMPANIES 15 10,134,347 7.03
4 DIRECTORS, CHIEF EXECUTIVE OFFICER
AND THEIR SPOUSE AND M INOR CHILDREN 12 7,361,728 5.10
Mr. Rafiq M. Habib 2,509,056
Mr. Ali S. Habib 2,509,056
Mr. Alireza M. Alladin 15,980
Mr. Abdul Hai M. Bhaimia 399,998
Mr. Ali Sajjad Dharamsey 4,000
Mr. Mansoor G. Habib 8,360
Mr. Salim Azhar 2,000
Mrs. Jamila Rafiq W/o Mr. Rafiq M. Habib 830,472
Mrs. Rukhsana Ismail W/o Mr. Abdul Hai M. Bhaimia 1,082,806
5 EXECUTIVES -- -- --
6 ASSOCIATED COMPANIES, UNDERTAKINGS & RELATED PARTIES 2 6,211,745 4.31
Habib Insurance Company Limited 4,330,160
Thal Limited-Pakistan Papersack Division 1,881,585
7 PUBLIC SECTOR COMPANIES AND CORPORATIONS -- -- --
8 BANKS, DFIs, NBFIs, ISURANCE COMPANIES,
TAKAFUL, MODARABAS & PENSION FUNDS 6 3,058,410 2.12
9 MUTUAL FUNDS 2 3,793,732 2.63
NATIONAL BANK OF PAKISTAN-TRUSTEE
DEPARTMENT NI(U)T FUND 3,535,939
GOLDEN ARROW SELECTED STOCKS FUND LIMITED 257,793
10 FOREIGN INVESTORS 17 72,755,148 50.43
11 CO-OPERATIVE SOCIETIES 3 38,278 0.03
12 CHARITABLE TRUSTS 5 1,569,253 1.09
13 OTHERS 2 136,445 0.09
TOTAL 2,729 144,255,862 100.00
TOTAL PAID-UP CAPITAL OF THE COMPANY. 144,255,862 SHARES
5% OF THE PAID-UP CAPITAL OF THE COMPANY. 7,212,793 SHARES
NAME(S) OF SHARE-HOLDER(S) DESCRIPTION NO. OF SHARES HELD PERCENTAGE %
MUHAMMAD IQBAL FALLS IN CATEGORY # 1 13,274,671 9.20
ROBERT FINANCE CORPORATION AG FALLS IN CATEGORY # 10 42,194,550 29.25
AYLESBURY INTERNATIONAL LIMITED FALLS IN CATEGORY # 10 9,590,102 6.65
TOTAL 65,059,323 45.10
SHAREHOLDERS HOLDING FIVE PERCENT FOR MORE VOTING INTEREST IN THE LISTED COMPANY.
Shabbir Tiles and Ceramics Limited
PROXY FORM
I/We of
being a member(s) of SHABBIR TILES AND CERAMICS LIMITED and a holder of
ordinary shares as per Share Register Folio No.
or CDC Participant ID No. Account No.
hereby appoint of
who is also member of SHABBIR TILES AND CERAMICS LIMITED Vide Folio No.
or CDC Participant ID No. Account No.
or failing him/her of
who is also member of SHABBIR TILES AND CERAMICS LIMITED Vide Folio No.
or CDC Participant ID No. Account No.
as my / our proxy in my / our absence to attend and vote for me / us and on my / our behalf at the Thirty
Fourth Annual General Meeting of the Company to be held on Thursday, 25th day of October, 2012 and
at any adjournment thereof.
As witness my / our hand / seal this day of 2012
Signed by the said
Witness Witness
(Signature) (Signature)
Name Name
Address Address
CNIC No. CNIC No.
Please affix
Rs. 5/-
Revenue
Stamp
SIGNATURE OF MEMBER(S)
NOTES :
1. This proxy form duly completed and signed must be received at the Registered Office of the
Company, 15th Milestone, National Highway, Landhi, Karachi, not less than 48 hours before the
time of holding the Exra Ordinary General Meeting.
P.T.O.
Shabbir Tiles and Ceramics Limited
2. No person shall act as proxy unless he / she himself / herself is a member of the Company.
Except that a corporation may appoint a person who is not a member.
3. If a member appoints more than on proxy and more than one instruments of proxy are deposited
by a member with the Company, all such instruments of proxy shall be rendered invalid.
FOR CDC ACCOUNT HOLDERS / CORPORATE ENTITIES
In addition to the above the following requirements have to be met:
a) The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers
shall be mentioned on the form.
b) Attested copy of CNIC or the passport of the beneficial owners shall be furnished with the proxy
form.
c) The proxy shall produce his / her original CNIC or original passport at the time of the meeting.
d) In case of corporate entity, the Board of Directors resolution / power of attorney with specimen
signature shall be submitted (unless it has been provided earlier) alongwith proxy form to the
Company.
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Shabbir Tiles and Ceramics Limited
15th Milestone,
National Highway,
Landhi, Karachi-75120
www.stile.com.pk e-mail: [email protected]