Karam Ceramics : Transmission of Annual Finaincial Report for the year June 30, 2023

44th ANNUAL REPORT

FOR THE YEAR ENDED 30 JUNE 2023

CONTENTS

Company Information	02
Notice of Meeting	03-09
Progress Graphs	10
Review Report By The Chairperson (English & Urdu)	11-12
Financial Highlights	13
Directors' Report	14-17
Directors' Report (Urdu)	18-22
Vision and Mission Statement	23
Statement Of Compliance With Listed Companies
(Code Of Corporate Governance) Regulations, 2019	24-26
Independent Auditor's Review Report To The Members Of
Karam Ceramics Limited Review Report On The Statement Of
Compliance Contained In Listed Companies
(Code Of Corporate Governance) Regulations, 2019	27
Independent Auditors'
Report To The Members Of Karam Ceramics Limited
Report On The Audit Of The Financial Statements	28-31
Statement Of Financial Position	32-33
Statement Of Profit Or Loss	34
Other Comprehensive Income	35
Statement Of Changes In Equity	36
Statement Of Cash Flows	37
Notes To And Forming Part Of The Financial Statements	38-75
Pattern of Shareholding	76-77
Mandatory Payment Of Dividend Through Electronic Mode
Proxy Form
Postal Ballot Paper

COMPANY INFORMATION

BOARD OF DIRECTORS
Mrs. Suraiya Nasir	Chairperson
Mr. Syed Mazhar Ali Nasir	Chief Executive Officer
Mr. Syed Azhar Ali Nasir	Non-Executive Director
Mr. Syed Azfar Ali Nasir	Non-Executive Director
Lt. General (Rtd) Tariq Waseem Ghazi	Independent Non-Executive Director
Mr. Alireza M. Alladin	Executive Director
Mr. Shuja Ahmed Alvi	Independent Non-Executive Director
Mr. Syed Naqui Raza	Chief Financial officer
Mr. Manzoor Ali Natha	Company Secretary
AUDIT COMMITTEE
Mr. Shuja Ahmed Alvi	Chairman
Lt. General (Rtd) Tariq Waseem Ghazi	Member
Syed Azhar Ali Nasir	Member
HUMAN RESOURCES & REMUNERATION COMMITTEE
Mr. Shuja Ahmed Alvi	Chairman
Lt. General (Rtd) Tariq Waseem Ghazi	Member
Mr. Syed Azfar Ali Nasir	Member

BANKERS

Soneri Bank Limited

Habib Bank Limited

JS Bank Limited

MCB Bank Limited

Habib Metropolitan Bank Limited

Habib Mertropolitan Islamic Banking Branch

Faysal Bank Limited

Allied Bank Limited

Bank Alfalah Limited

Meezan Bank Limited

MCB Islmic Banking

AUDITORS / REGISTRAR AND SHARE TRANSFER OFFICE

Crowe Hussain Choudhury & Co

Chartered Accountants

F-4/2, Mustafa Avenue, Behind "The Forum"

Block 9, Clifton, Karachi

Tel: [phone] - 10

T. H. K. Associates (Private) Limited

Plot No. 32-C, Jami Commercial Street2,

D.H.A Phase VII Karachi-75500

	NATIONAL TAX NUMBER	:	0710857-5
	SALES TAX REGISTRATION NO	:	02-02-6907-001-55
	HEAD OFFICE
	A-31, Sindhi Muslim Cooperative Housing Society, Karachi-75400.
	(Ph # 021-34555512-13 )
02	FACTORY
295/311, Deh Halkani, Hub Dam Road, Karachi

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 44th Annual General Meeting ("AGM") of Karam Ceramics Limited (the 'Company') will be held on Friday 27th October 2023, at 3.00 P.M, at the Registered Office of the Company

To transact the following business:

1. To Confirm the minutes of the 43rd Annual General Meeting held on 26th November 2022.
2. To receive, consider and adopt the Annual Audited Financial Statements of the Company for the year ended June 30, 2023, together with the Directors' and Auditors' reports thereon.
3. To appoint External Auditor of the Company for the year ending June 30, 2024 and fix their remuneration. The present auditor's M/s Crowe Hussain Chaudhury & Co. Chartered Accountants, retire and being eligible have offered themselves for reappointment.

Special Business:

4. To consider and approve increase in authorized capital and subsequent amendment in the Memorandum and Articles of Association of the Company. As recommended by the Board of Directors.

In order to give effect to the aforesaid, if thought fit, pass with or without modification(s) the following resolutions as Special Resolution:

1. RESOVED "the authorized capital of the Company be and is hereby increased from Rs. 150,000,000/- (Rupees one hundred fifty million only) to Rs. 450,000,000/- (Rupees four hundred fifty million only) by creation of 30,000,000 (thirty million) new ordinary shares of Rs. 10/- each"
2. FURTHER RESOLOVED "that the Memorandum and Articles of Association of the Company be and hereby altered by substituting the figures and words of Rs. 150,000,000/- (Rupees one fifty million only) divided into 15,000,000 (fifteen million) ordinary shares of Rs. 10/- each appearing in clause V of the Memorandum and Articles 2 of Articles of Association with the words and figures of Rs. 450,000,000/- (Rupees Four hundred and fifty million only) divided in to 45,000,000( forty five million) ordinary shares of Rs. 10/- each."
3. FURTHER RESOLVED "that the ordinary shares when issued shall carry equal voting rights and rank Pari passu with the existing ordinary shares of the Company in all respect / matters in conformity with the provisions of the Companies Act, 2017."
4. FURTHER RESLOVED "that the Chief Executive Officer and Company Secretary be and are hereby authorized singly to do all acts, deeds and things., take any or all necessary actions to complete all legal formalities and to file requisite documents with the Registrar to effectuate and implement the aforesaid resolutions."

03

5. To consider and, if thought fit, pass, with or without modification(s), the following resolution to enable and authorize the Company to circulate the Annual Report (including the audited financial statements, Auditors' report, Directors' report, Chairman's review report) to the members of the Company through QR enabled code and weblink, in accordance with Section 223(6) of the Act read with S.R.O. 389(I)/2023 dated March 21, 2023, instead of old technology which has become obsolete for transmission through CD/DVD/USB.

"RESOLVED THAT the Company be and is hereby authorized to circulate its annual report, including annual audited financial statements, Auditors' report, Directors' report, Chairman's review report and other reports contained therein, to the members of the Company through QR enabled code and weblink, in accordance with S.R.O. 389(I)/2023 issued by the Securities and Exchange Commission of Pakistan, and that the practice of circulation of the annual report through CD / USB be discontinued.

A statement under Section 134(3) of the Companies Act, 2017 pertaining to the Special Business referred to above is annexed to this Notice of Meeting.

6. To transact any other business with the permission of the Chair.

Karachi
October 06, 2023.	By Order of the Board

Manzoor Ali Natha

Company Secretary

Notes :

1. Closure of Share Transfer Books.

The Share transfer book of the company will remain closed from October 20, 2023 to October 27, 2023 (both days inclusive). The transfers received at Company's Share Registrar Namely M/s THK Associates (Pvt) Ltd. Plot No. 32-C, Jami Commercial Street 2, D.H.A Phase VII Karachi-75500 before the close of business on October 18, 2023 will be considered in time for determination of entitlement of shareholders to attend and vote at the meeting.

1. Participation in General Meeting
   A member entitled to attend and vote at the General Meeting is entitled to appoint another member as a proxy to attend and vote on his / her behalf. In case of a corporate entity, being a member, may appoint as its proxy any of its officials or any other person, through Board Resolution / Power of Attorney.
   The instrument appointing proxy must be received at the Registered Office of the Company or at the office of our Share Registrar or through email at [e-mail] not less than 48 hours before the time of the meeting. A proxy form is attached in the last portion of the Annual Report
2. Guideline to the general Meeting for CDC Account Holders.

CDC Account Holders will have to follow the guidelines below as laid down in Circular

04 1 dated. January 6, 2000 issued by the Securities and Exchange Commission of Pakistan.