Faisal Spinning Mills : Annual Free-Float Certificate duly verified by the Auditor

UG

of Companies

39th Annual Report 2023

UMER GROUP OF COMPANIES

FAISAL SPINNING MILLS LIMITED

Vision

A company providing quality textile products by maintaining an excellent level of ethical & professional standards.

Mission Statement

To become the leader of textile products globally and to achieve the epitome level of success.

Annual Report 2023

Faisal Spinning Mills Ltd

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Faisal Spinning Mills Limited

Index
Contents	Page No.
Corporate Information	4
Notice of Annual General Meeting	5-11
Chairman's Review Report	12-13
Director's Report	14-25
Statement of Compliance with the Best Practices	26-29
Auditors Review Report on Statement of Compliance with Code	30
Auditors Report on Annual Financial Statements	31-34
Statement of Financial Position	35
Statement of Profit or Loss Account	36
Statement of Comprehensive Income	37
Statement of Changes in Equity	38
Statement of Cash Flows	39
Notes to the Annual Financial Statements	40-71
Year Wise Financial & Operating Historical Data	71-72
Categories of Shareholders	73
List of Share Holders	74-75
Pattern of Holding	76
Jama Punji Logo	77
Directors Report - Urdu	78-91
Proxy Form - English	92
Proxy Form - Urdu	93

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Corporate Information

Governing Board
Mr. Mohammad Salim	Non-Executive Director / Chairman
Mr. Muhammad Shaheen	Non-Executive Director
Mr. Hamza Shakeel	Non-Executive Director
Mr. Khurrum Salim	Non-Executive Director
Mr. Bilal Sharif	Executive Director /CEO
Mr. Muhammad Amin	Non-Executive Director
Mrs. Fatima Amin	Non-Executive Director
Mr. Tauqeer Ahmed Sheikh	Independent Director
Mr. Asif Elahi	Independent Director
Mr. Mustafa Tanvir	Independent Director
Chief Financial Officer
Mr. Anwar Hussain	FCA
Company Secretary
Mr. Adeel-ur-Rehman	MBA (Finance)
Audit Committee
Mr. Tauqeer Ahmed Sheikh	Chairman
Mr. Muhammad Amin	Member
Mr. Khurrum Salim	Member
Human Resource Committee
Mr. Tauqeer Ahmed Sheikh	Chairman
Mr. Muhammad Shaheen	Member
Mr. Hamza Shakeel	Member

Statutory Auditors

M/s Mushatq and Company (Chartered Accountants) 407, Commerce Centre, Hasrat Mohani Road, Karachi.

Legal Adivsor

M. Zahid Farooq- Advocate Lahore High Court

Bankers

Bank Alfalah Limited

Dubai Islamic Bank

Faysal Bank Ltd

Habib Bank Limited

MCB Bank Limited

Meezan Bank Limited

Samba Bank Limited

United Bank Limited

Bank Islami Pakistan Ltd

Bank Al Habib Limited

Habib Metropolitan Bank Ltd

Askari Bank Limited

The Bank of Punjab Ltd

Soneri Bank Limited

Allied Bank Limited

Share Registrar

Hameed Majeed Associated (Private) Limited 5th Floor Karachi Chamber, Karachi.

Registered Office

Umer House, 23/1, Sector 23, S. M. Farooq Road,

Korangi Industrial Area, Karachi, Pakistan

Tel : [phone] - 80 ; Fax: [phone]

Email: [e-mail]

URL : http://www.umergroup.com

Liaison / Correspondence Office

9th Floor, City Towers, 6-K, Main Boulevard Gulberg - II, Lahore, Pakistan

Tel : [phone] ; Fax: [phone]

Email: [e-mail]

Manufacturing Units

Spinning Unit - I is located at:

A-150, S.I.T.E. Nooriabad. Tel: [phone]

Weaving Unit - II located at:

Ferozwattwan, Sheikhupura, Punjab. Tel: [phone]

Finishing Unit - III & Home Division IV located at:

1.7 KM ,Warburton Road , Ferozwattwan , Sheikhupura, Punjab.

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FAISAL SPINNING MILLS LIMITED

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 39th Annual General Meeting of the members of Faisal Spinning Mills Limited will be held on Friday, 27th October 2023 at 04:00 pm at the registered office of the company i.e. Umer House, 23/1, Sector 23, S. M. Farooq Road, Korangi Industrial Area, Karachi, to transact the following business:

The following ordinary and special business is proposed to be conducted in the meeting:

Ordinary Business:

1. To confirm the minutes of the last annual general meeting held on 27th October, 2022.
2. To receive, consider and adopt the audited financial statements of the company for the year ended 30th June, 2023 together with the Auditors' and Directors' Report thereon.
3. To approve the cash dividends at 115.00% (PKR 11.50 per share) for the year ended 30th June, 2023, as recommended by the Board of Directors.
4. To appoint the auditors for the next term i.e. year 2023-2024 and fix their remuneration as per last year at PKR 2,775,000.00. The retiring auditor Messer's Mushtaq and Company, Chartered Accountants, being eligible, offer themselves for reappointment.
5. Special Business:

1. To approve by way of special resolution with or without modification the following resolutions in respect of related party transactions under the provisions of Section 208 of the Companies Act, 2017:

1. "Resolved That Related Parties Transactions carried out during the year as disclosed in the financial statements for the year ended June 30, 2023, be and are hereby ratified, approved and confirmed."
2. "Resolved That the Board of Directors of the Company be and are hereby authorized to approve the transactions to be conducted with Related Parties on case to case basis during the financial year ending June 30, 2024.

Further Resolved That that transactions approved by Board shall be deemed to have been approved by the shareholders and shall be placed before the shareholders in the next general meeting for their formal ratification/approval."

(B)To approve by way of ordinary resolution with or without modification the transmission of annual audited financial statements of the company to members through QR enable code and weblink as allowed by Security and Exchange Commission of Pakistan vide its' S.R.O. 389(I)/ 2023 dated March 21, 2023 instead of CD/DVD/USB.

1. Resolved That, the consent of the members be and is hereby accorded to transmit the annual audited financial statements including auditor's report, directors' report, chairman's review and other reports contained therein to the members of company through QR enable code and weblink.

6. Any Other Business:

To transact any other business with the permission of the chairman.

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