Rafhan Maize Products : Transmission of Annual Report for the Year Ended 2022-12-31

02 Company Information

03 Notice of Meeting

07 Vision, Mission Statement

08 Core Values

1. Chairman's Review
2. Directors' Profile

1. Forward-LookingStatements
2. Horizontal Analysis - P&L and B/S
3. Vertical Analysis - P&L and B/S
4. Directors' Report

1. Stakeholders' Information
2. Summary of Cash Flow Statement
3. DuPont Analysis
4. Quarterly Analysis
5. Sensitivity Analysis and Statement of Value Added
6. Independent Auditor's Review Report
7. Statement of Compliance

31 Independent Auditor's Report to Members

1. Statement of Financial Position
2. Statement of Profit or Loss
3. Statement of Comprehensive Income
4. Statement of Cash Flows
5. Statement of Changes in Equity
6. Notes to the Financial Statements

82 Pattern of Shareholding

84 Directors' Report in Urdu

1. Chairman's Review in Urdu
2. Request Form for Dividend Mandate
3. Request Form for Hard Copy of Financial Statements
4. Proxy Form

96 Proxy Form in Urdu

ANNUAL REPORT

01

for the year ended December 31, 2022

Company Information

Board of Directors
Chairman
Mr. Michael Fergus O'Riordan (Appointed on 2-03-2023)	Non-Executive
Chief Executive & Managing Director
Mr. Humair Ijaz	Executive
Members:
Mr. James D. Gray	Non-Executive
Mr. Marcel Hergett	Non-Executive
Ms. Tanya Jaeger de Foras	Non-Executive
Mr. Zulfikar Mannoo	Non-Executive
Mian M. Adil Mannoo	Non-Executive
Mr. Wisal A. Mannoo	Non-Executive
Mr. Adil Saeed Khan	Executive
Mr. Waqar Ahmed Malik	Independent &
	Non-Executive
Mr. Tahir Jawaid	Independent &
Chief Financial Officer	Non-Executive
Mr. Adil Saeed Khan
Company Secretary
Mr. Mustafa Kamal Zuberi
Audit Committee
Mr. Waqar Ahmed Malik	Chairman
Mr. James D. Gray	Member
Mr. Michael Fergus O'Riordan	Member
Ms. Tanya Jaeger de Foras	Member
Mr. Zulfikar Mannoo	Member
Mr. Kamran Anjum	Secretary
Human Resource & Remuneration Committee
Mr. Tahir Jawaid	Chairman
Mr. Pierre Perez y Landazuri (Resigned on 2-03-2023)	Member
Ms. Tanya Jaeger de Foras	Member
Mr. Humair Ijaz	Member
Mian M. Adil Mannoo	Member
Ms. Mehwish Iftikhar	Secretary
Operations Committee
Mr. Michael Fergus O'Riordan	Chairman
Ms. Tanya Jaeger de Foras	Member
Mr. Tahir Jawaid	Member
Mr. Humair Ijaz	Member
Mr. Wisal A. Mannoo	Member
Mr. M. Saeed Akhter	Secretary
Shares Transfer Committee
Mr. Humair Ijaz	Chairman
Mr. Adil Saeed Khan	Member
Mr. Mustafa Kamal Zuberi	Secretary

Bankers

Citibank, N.A.

Habib Bank Ltd.

Meezan Bank Ltd.

MCB Bank Ltd.

MCB Islamic Bank Ltd.

National Bank of Pakistan

Standard Chartered Bank (Pakistan) Ltd.

Auditors

KPMG Taseer Hadi & Co.

Chartered Accountants

Lahore - Karachi

Legal Advisor

M. Ali Seena

C/o Surridge & Beecheno,

Karachi-74000

Shares Registrar

FAMCO Associates (Pvt.) Ltd.

8-F, Next to Hotel Faran, Nursery, Block-6, P.E.C.H.S., Shahrah-e-Faisal,Karachi-75400

Tel:[phone]

Fax: [phone]

E-mail: [e-mail]

Registered Office & Shares Department

Rakh Canal East Road, Faisalabad, Ph: (92-41)8540121-22-23

Fax: [phone]

Website: www.rafhanmaize.com

E-mail:[e-mail]

Plants:

Rakh Canal Plant:

Rakh Canal East Road,

Faisalabad-38860.

Ph: (92-41)8540121-22-23

Fax: [phone]

Cornwala Plant:

5-KMJaranwala-Khurrianwala Road, Jaranwala - 37250.

Ph: (92-41) 4710121 & 23-27

Mehran Plant:

K.B. Feeder Road, Kotri,

Jamshoro-76090.

Ph: (92-223) 870894 - 98

02

ANNUAL REPORT

for the year ended December 31, 2022

Notice of Meeting

Notice is hereby given that the 134th General Meeting (Annual Ordinary) of the shareholders of Rafhan Maize Products Co. Limited will be held on Thursday, April 27, 2023 at 03:00 p.m. at the Company's Head Office, Rakh Canal East Road, Faisalabad to transact the following business:

1. To confirm minutes of the last General Meeting (Ordinary) of the shareholders of the Company held on Tuesday, April 19, 2022 at Faisalabad.
2. To receive, consider and adopt the Audited Financial Statements of the Company for the year ended December 31, 2022 together with the Directors' and Auditors'Reports thereon.
3. To approve final cash dividend of Rs.75/- per ordinary share of Rs.10/- i.e. 750% for the year ended December 31, 2022 as recommended by the Board of Directors.
4. To appoint auditors and fix their remuneration. The present auditors Messrs KPMG Taseer Hadi & Co., Chartered Accountants, retire and being eligible, offer themselves for re-appointment. The Board of Directors, on recommendations of the Audit Committee, has proposed appointment of Messrs KPMG Taseer Hadi & Co., Chartered Accountants for the year ending December 31, 2023 along with half year review.
   Special Business:
5. To consider and, if deemed fit, pass the following ordinary resolution for getting shareholders' approval to circulate the annual audited financial statements through QR enabled code and weblink:
   "RESOLVED that the approval be and is hereby given to allow the Company to circulate the annual audited financial statements to its members through QR enabled code and weblink instead of through CD/DVD/USB."

By order of the Board

Faisalabad.

April 6, 2023

Mustafa Kamal Zuberi

Chief Legal Officer &

Company Secretary

Statement U/S 134(3) of the Companies Act, 2017 pertaining to the Special Business

Securities & Exchange Commission of Pakistan (SECP) vide its SRO No.389(1)/2023 dated March 21, 2023 has allowed companies to circulate the annual audited financial statements to its members through QR enabled code and weblink instead of through CD/DVD/USB. The notice of the meeting shall be dispatched to the members as per requirements of the Act, on their registered address, containing the QR code and the weblink address to view and download the annual audited financial statements.

Notes:

1. The Shares Transfer Books of the Company will remain closed from 25th April to 27th April, 2023 (both days inclusive) and no transfer will be accepted for registration during this period.
2. A member entitled to attend, speak and vote at the meeting shall be entitled to appoint another person as his/her proxy to attend, speak and vote instead of him/her, and a proxy so appointed shall have such rights with respect to attending, speaking and voting at the meeting as are available to a member. Proxies in order to be effective must be received by the Company not less than 48 hours before the meeting. A proxy need not be a member of the Company. Form of proxy is attached.
3. Physical shareholders are requested to notify change of address, if any, to the Company's Shares Registrar immediately.
4. CDC shareholders desiring to attend the meeting are requested to bring their original Computerized National Identity Cards, Account and Participant's ID numbers, for identification purpose, and in case of proxy, to enclose an attested copy of his/her CNIC.

ANNUAL REPORT

03

for the year ended December 31, 2022

Please go through the following notes. It will be appreciated if you please respond to your relevant portion at the earliest -

CNIC No.

Members are requested to submit a copy of their valid CNIC (only physical shareholders), if not already provided to the Shares Registrar of the Company. Corporate account holders should submit National Tax Number, if not yet submitted. In case of non-submission of CNIC/NTN Certificate (copy), all future dividends will be withheld.

Dividend Mandate/E-Dividend

In accordance with the provisions of Section 242 of the Companies Act, 2017, a listed company, is required to pay cash dividend to the shareholders ONLY through electronic mode directly into the bank account designated by the entitled shareholders.

In order to receive dividends directly into their bank account, shareholders are requested to fill in Dividend Mandate Request Form available at Company's website www.rafhanmaize.com and send it duly signed along with copy of CNIC to the Shares Registrar of the Company, in case of physical shares. In case the shares are held in CDC, then the Form must be submitted directly to shareholder's broker/participant/CDC Account Services.

In case of non-receipt of the above information, the Company will be constrained to withhold payment of dividend to such shareholders.

Circulation of Annual Audited Financial Statements via CD/USB/DVD

Annual Financial Statements of the Company for the financial year ended December 31, 2022 have been placed on the Company's website www.rafhanmaize.com

Securities & Exchange Commission of Pakistan (SECP) vide its SRO No.470(1)/2016 dated May 31, 2016 has allowed companies to circulate the Annual Balance Sheet, Profit and Loss Account, Auditors' Report and Directors' Report etc. ("Annual Audited Financial Statements") along with notice of general meeting to its members through CD/DVD/USB at their registered addresses.

However, shareholders who wish to receive the hard copy of Annual Audited Financial Statements along with notice of general meeting shall have to fill the request form which is available at Company's website www.rafhanmaize.com and send it to our Shares Registrar or Company Secretary at their respective mailing addresses given at the end of this notice.

Unclaimed Shares/Unpaid Dividend

In compliance of Section 244 of the Companies Act 2017, a Final Notice was given by the Company on March 27, 2018 that the shares of Rafhan Maize Products Co. Ltd./dividend declared by the Company, details whereof are appearing on the Company's website www.rafhanmaize.com have remained unclaimed or unpaid for a period of three years from the date these have become due and payable. In case of non-receipt of any claim from the respective shareholders to above referred Final Notice, the company shall proceed to deposit the unclaimed/unpaid amount with the Federal Government pursuant to the provisions of subsection 2 of section 244 of the Companies Act 2017.

Deduction of Income Tax from Dividend under Section 150

Pursuant to the provisions of the Finance Act, 2019, effective July 1, 2019, the rates of deduction of withholding tax from dividend payments under the Income Tax Ordinance have been revised as under:

For filers of income tax returns	15%
For non-filers of income tax returns	30%

To enable the Company to make tax deduction on the amount of cash dividend @15% instead of 30%, all the shareholders whose names are not entered into the Active Taxpayers List (ATL) provided on the website of FBR, despite the fact that they are filers, are advised to make sure that their names are entered into ATL before the date for payment of any future cash dividend otherwise tax on their cash dividend will be deducted @30% instead of 15%.

Further, according to clarification received from Federal Board of Revenue (FBR), withholding tax will be determined separately on 'Filer/Non-Filer' status of Principal shareholder as well as Joint-holder(s) based on their shareholding proportions, in case of joint accounts.

In this regard, all shareholders who hold shares jointly are requested to provide shareholding proportions of Principal shareholder and Joint-holder(s) in respect of shares held by them, if not provided yet, to our Shares Registrar at the earliest, in writing as follows, otherwise it will be assumed that shares are equally held:

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ANNUAL REPORT

for the year ended December 31, 2022