Professional Documents
Culture Documents
(Rupe e s in millions )
Co m p a ris o n with la s t ye a r An n e xu re A
Adminis tra tive , S e lling, Fina ncia l & Othe r e xpe ns e s 42.50 36.19 6.31 17.44%
Othe r income 1.81 3.32 (1.51) -
Ne t profit be fore ta xa tion 58.49 36.10 22.39
N.P .Ra te to S a le s 8.20% 7.13%
Adminis tra tive , S e lling, Fina ncia l & Othe r e xpe ns e s 11.03 9.66 1.37 14.18%
Othe r income 0.32 0.21 0.11
Ne t profit be fore ta xa tion 18.67 8.14 10.53
N.P .Ra te to S a le s 9.99% 4.90%
Shareholdings
No. of Shareholders FROM TO Total Shares Held
72 1 to 100 3,832
133 101 to 500 29,040
54 501 to 1,000 42,163
82 1,001 to 5,000 188,889
20 5,001 to 10,000 134,148
10 10,001 to 15,000 116,122
2 15,001 to 20,000 36,150
2 20,001 to 25,000 44,412
3 35,001 to 40,000 111,050
1 40,001 to 45,000 43,509
2 45,001 to 50,000 96,188
2 50,001 to 55,000 101,577
1 55,001 to 60,000 57,929
1 80,001 to 85,000 82,627
1 115,001 to 120,000 115,362
1 120,001 to 125,000 120,175
1 160,001 to 165,000 163,730
1 180,001 to 185,000 184,922
1 240,001 to 245,000 243,565
1 260,001 to 265,000 261,937
1 265,001 to 270,000 268,222
1 270,001 to 275,000 270,721
1 1,380,001 to 1,385,000 1,381,587
1 1,400,001 to 1,405,000 1,402,143
395 5,500,000
The above two statements include 273 Shareholders, holding 5,417,874 shares through the Central Depository
Company of Pakistan Limited (CDC).
Number Total shares %age
Associated Companies, Undertakings and related parties (Name-wise). None None None
Issued, Reserves
subscribed and General Unappropriated
Sub-total Total
paid-up capital reserves profit
------------------------------ (Rupees) ------------------------------
The annexed notes from 1 to 38 form an integral part of these financial statements.
102,366,575 76,433,558
(Increase) / decrease in current assets
Stock-in-trade (45,634,192) (4,573,904)
Trade debts (4,009,691) 8,450,049
Loans and advances (385,948) (3,083,708)
Trade deposits and short-term prepayments 1,513,148 (374,620)
Other receivables 110,861 1,323,939
(48,405,822) 1,741,756
Cash and cash equivalents at the end of the year 14 9,993,831 20,322,234
The annexed notes from 1 to 38 form an integral part of these financial statements.
2010 2009
-------- (Rupees) --------
The annexed notes from 1 to 38 form an integral part of these financial statements.
The annexed notes from 1 to 38 form an integral part of these financial statements.
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 7 165,302,628 171,491,843
Long-term deposits 8 1,096,925 696,925
166,399,553 172,188,768
CURRENT ASSETS
Stock-in-trade 9 128,960,323 83,326,131
Trade debts 10 89,279,986 85,270,295
Loans and advances 11 5,281,218 4,895,270
Trade deposits and short-term prepayments 12 1,444,855 2,958,003
Other receivables 13 1,648,543 1,759,404
Taxation – net - 5,507,600
Cash and bank balances 14 9,993,831 20,322,234
236,608,756 204,038,937
NON-CURRENT LIABILITIES
Long-term musharaka 16 - 2,365,461
Deferred taxation 17 16,547,724 17,750,702
16,547,724 20,116,163
CURRENT LIABILITIES
Trade and other payables 18 22,061,717 24,797,125
Accrued profit 4,600,374 5,494,828
Short-term morabaha 19 121,352,718 111,111,217
Current portion of long-term musharaka 16 2,365,461 4,084,284
Taxation – net 7,832,424 -
158,212,694 145,487,454
CONTINGENCIES AND COMMITMENTS 20
The annexed notes from 1 to 38 form an integral part of these financial statements.
A U D I T O R SR
' E P O R TT O T H E M E M B E R S
Wehaveauditedthe annexedbalancesheetof SanaIndlstriesLamited(the Company)as at 30 June
201Oandthe relatedprofitandlossaccount,statementof comprehensive income,cashflowstatement
andstatementof changesin equitytogetherwith the notesformingpart thereof,tor the yearthen
endedand we statethat we haveobtainedall the informationandexplanatjons which,to the bestof our
knowledge andbeliet,werenecessary for the purposesof our audjt.Thefinanclatstatementsot the
Companylor the yearended30 June2009 wereauditedby anotherfi.m of CharteredAccountants.
whosereportdated31 Auqust2009,expressed an unqualifiedoplnionthereon.
It is the responsibility
ol the Company's management to establlshandmaintBina systemof internal
control.and prepareandpresentthe abovesaidstatementsin conformttywith the approvedaccounting
standardsand the requirements of the Companies Ordinance, 1984.Our responsibllityis to expressan
opinion on thesestatements basedon ouraudit.
Weconducted ourauditln aacordance wtththeaudlung standards asapplicableh paktstan. These
slandards requirethatwe planandperformtheauditto obtainreasonable assurance aboutwhether the
abovesaidstatementsare freeof anymaterjatmisstatement. An auditIncludesexamlnlng on a test
basis,evidence supporting theamounts anddisclosures in theabovesatdstatements. An at'ldit
also
includes assesslnotheaccountingpollcies andsigniftcantestimates madeby management, as;elt as,
evaluatlnqthe overallpresentatlon of the abovesaldstatements. Webeltevethat our auditDrovldes a
reasonable basisfor ouropinionand,afterdueverlflcation, we reportthat:
a) in our opinion,pfoperbooksof accounthavebeenkeptby the Companyas requiredby the
Companies Ordrndnce, 1984:
b) in oLrroDinion:
i) the balancesheetandproflt andlossaccounttogetherwlth the notesthereonhavebeen
drawnupin conformltywiththeCompanies Ordinnnce,
1994,andareIn agreement wlththe
booksof accountandarefuftherin accordance wlthaccounflng pollcles
consistenuy
applled
exceptfor changesasstatedin note4.2 to theflnanclal
statements with\Nhlch
we concur;
il) theerpenditure duringtheyearwasfor thepurpose
incurred of theCompany.sbuslness;
and
iii) thebusinessconducted,
investments ntadeandtheexpenditure durlnqtheyear
lncurred
wereln accordance
wlth the objectsof the Company;
c) in our opinionandto the bestof our Informationandaccordlngto the explanatlons givento us, the
balancesheet.profltandlossaccount,statementof compfehensive income,cashllow statement
andstatementof changesin equitytogetherrviththe notestormlngpart thereof,conformwith
approvedaccountinq standardsas applicableIn paklstan,and.glvethe informa on requiredby the
Companies Ordinance. 1984,in the mannerso requlredandrespectlvely qlvea trueandfair view
of the stateof the Company'saffairsas at 30 June2010 andof the proflt,its comprehenslve
Income,cashflowsandchangesIn equityfor the yearthen€nded;and
d) in ouropinion Zakatdeductible at sourceundertheZakatandushrOrdtnance, 1980(XVltlof
. 1980),wasdeducted by theCompalty anddeposited in theCentralZakatFundestablished under
section 7 of thatOrdinance.
-J-\e,."4j1aLJ
f-o..t-? Yo'*\
Chartered
Accountants_
J
Audlt EngagementPartner:ShariqAllZaidi
Date:8 September20l0
Karachi
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ON STATEMENT
REVIEWREPORTTO THE MEMBERS WITH
OF COMPLIANCE
COVERNANCE
OF THECODEOF CORPORATE
THE BESTPRACTICES
lor compliance
fhe responsibility withtheCodeisthatol theBoardof Directors of the
Company. Ourresponsibilityis to review,to theextentwheresuchcompliance becan
obiectiv;lyvefified,whethertheStatement thestatusof theCompany's
reflects compllance
wiifrtnepiovisionsot thecodeandreportil it doesnot.A review is primarily
limited to inquire
ol thecompany's personnelandreviewol various documentsprepared bythe Company to
comDlv withthecode.
statements
Aspartof ourauditof financial wearerequired ol the
to obtainan understanding
accountingandinternal systerns
control to plantheauditanddevelop
sufficient aneffective
iuoifupptou.n.w. urunotrequi;edto considerlvhetherthe Board'sstatementoninternal
or to formanopinionontheeffectivenesssuchinternal
all risksandcontrols,
controicovers of
thecompany's
controls, governance
corporate procedures andrisks'
hascometo ourattention
,lothing
onourreview, thatthe
usto believe
whichcauses
Based
the
riatelyrellect
doesnotapprop
of Compliance compliance'
Company's inall
Statement
materiaIresoects,withthebestnracticescontainedin|hecode,asapp|icab|etothecompa
30June2010
for thevearended
'
€..-r?)-"-r1A &,h1",Ltwrl
201O
KARACHI:08 SL.PTEMBER cHARrEdbDAccouNrANrS
i/
Statement of compliance with the Code of Corporate Governance
for the year ended June 30, 2010
This statement is being presented to comply with the Code of Corporate Governance (the Code) contained in the Listing
Regulations of Karachi, Lahore and Islamabad Stock Exchanges. The purpose of the Code is to establish a framework of
good governance, whereby a listed company is managed in compliance with the best practices of corporate governance.
Sana Industries Limited (the Company) has applied the principles contained in the Code in the following manner:
1) The Company encourages representation of independent non-executive directors on its Board of Directors
(the Board). At present, the Board comprises of seven directors which includes four non-executive directors.
2) The directors have confirmed that none of them is serving as a director in more than ten 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) Casual vacancy occurring in the Board during the year was duly filled in within the prescribed period.
5) The Company has prepared a ‘Statement of Ethics and Business Practices’, which has been signed by all
the directors and employees of the Company.
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 and
other executive directors, have been taken by the Board.
8) The meetings of the Board were presided over by the Chairman. 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 Company has maintained proper records in respect of related party transactions. All the related party
transactions and the related pricing method have been reviewed and approved by the Board.
10) The Board has been provided with detailed in-house briefings and information package to apprise them of
their duties and responsibilities.
11) No new appointment of CFO / Company Secretary has been made during the year.
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 Code.
15) The Board has formed an audit committee which comprises of two non-executive directors and one
executive director.
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 as required by the Code.
17) The Board has outsourced the internal audit function to Mr. Muhammad Farooque Dandia & Co. (Chartered
Accountants) who are considered suitably qualified and experienced for the purpose and are conversant
with the policies and procedures of the Company.
18) The statutory auditors of the Company have confirmed that they have been given a satisfactory rating
under the quality control review program of the Institute of Chartered Accountants of Pakistan, 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 Institute of Chartered Accountants of Pakistan.
19) 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.
20) We confirm that all other material principles contained in the Code have been complied with except that
the position of the Company Secretary and CFO is held by the same person. The said decision has been
taken by the Board keeping in view the size of the Company.
I/We ________________________________________________________________________________________________
S ANA INDUS TRIES LIMITED, a nd holde r of _________ Ordina ry S ha re s a s pe r the S ha re Re giste r Folio No.__________
he re by a ppoint______________________________________________________________ of ________________________
a s my/our P roxy in my/our a bse nce to a tte nd a nd vote for me /us a nd on my/our be ha lf a t the 25th Annua l Ge ne ra l Me e ting
sche dule d to be he ld on 9th Octobe r, 2010 or a t a ny a djournme nt the re of.
W IT NE S S E S
Na me ________________________ Na me ________________________
NOTES :
* A me mbe r e ntitle d to a tte nd a nd vote a t the me e ting ma y a ppoint a proxy in writing to a tte nd the me e ting a nd
vote on the me mbe r's be ha lf. A P roxy ne e d not be a me mbe r of the Compa ny.
* If a me mbe r is una ble to a tte nd the me e ting, the y ma y comple te a nd sign this form a nd se nd it to the Compa ny
S e cre ta ry, S a na Industrie s Limite d, S F-96, S .I.T.E., Ka ra chi, so a s to re a ch not le ss tha n 48 hours be fore the time
a ppointe d for holding the me e ting.
* The P roxy form sha ll be witne sse d by two pe rsons whose na me s, a ddre sse s a nd NIC / P a ssport numbe rs sha ll be
sta te d on the form.
* Atte ste d copie s of NIC or the pa ssport of the be ne ficia l owne rs a nd the proxy sha ll be provide d with the proxy
form.
* The proxy sha ll produce his origina l NIC or origina l pa ssport a t the time of the me e ting.
* In ca se of a corpora te e ntity, the Boa rd of Dire ctors re solution / powe r of a ttorne y with spe cime n signa ture sha ll be
submitte d (unle ss it ha s be e n provide d e a rlie r) a long with proxy form to the Compa ny.
An n e xu re C
CURRENT LIABILITIES
Tra de a nd othe r pa ya ble s 44,057,328 28,752,820 25,946,790 26,662,091
Borrowings from Dire ctors - 8,000,000 4,000,000 -
S hort-te rm mora ba ha 89,980,723 105,658,838 129,840,761 121,352,718
Curre nt portion of long-te rm mushre qa 4,299,828 4,299,826 3,440,418 2,365,461
Ta xa tion - ne t - - 1,763,333 7,832,424
138,337,879 146,711,484 164,991,302 158,212,694
De bt Equity Ra tio 8 : 92 7 : 93 6 : 94 7 : 93
FINANCIAL P OS ITION
RATIOS
Fixed As s ets Tu rn o ver 4.32 2.96 2.53 2.34 5.32 3.09
In ven to ry tu rn o ver (times ) 5.78 5.39 5.37 6.15 6.39 3.97
In ven to ry tu rn o ver (d ays ) 63 68 68 59 57 92
S ales g ro wth % 40.89% 16.46% 5.76% -14.62% 60.22% -29.77%
Gro s s p ro fit marg in % 13.91% 13.63% 8.66% 5.22% 11.17% 6.65%
To tal ch arg es as % to s ales 5.71% 5.84% 6.80% 6.52% 4.96% 4.46%
Net p ro fit b efo re tax % to s ales 8.20% 7.13% 1.67% -1.25% 6.67% 4.40%
Tax rate (Effective) % 35.00% 0.00% 0.50% 0.50% 35.00% 26.00%
Net p ro fit after tax (% to s ales ) 5.17% 4.63% 0.50% -1.31% 4.34% 2.86%
Retu rn o n Cap ital % (after tax) 67.04% 42.64% 3.95% -9.80% 41.76% 17.18%
Retu rn o n Eq u ity % (after tax) 16.15% 11.13% 1.13% -2.83% 10.02% 4.35%
Earn in g p er s h are p re -tax 10.63 6.56 1.32 (0.93) 6.42 2.64
Earn in g p er s h are after tax 6.70 4.26 0.39 (0.98) 4.18 1.72
Break-u p valu e p er s h are 41.50 38.29 35.03 34.64 41.68 39.50
Deb t Eq u ity Ratio 7 : 93 9 : 91 3 : 97 10 : 90 12 : 88 2 : 98
Cu rren t Ratio 1.50 1.40 1.15 1.25 1.89 1.92
Qu ick Ratio 0.68 0.83 0.67 0.77 1.33 1.18
DIS TRIBUTION
Divid en d p er s h are Rs . 6.00 3.50 1.00 Nil 2.50 2.00
S to ck Divid en d Nil Nil Nil Nil 10% Nil
Divid en d p ayo u t 90% 82% 256% 0% 84% 116%