Dera Ghazi Khan Cement Company

COMPANYS CORPORATE LAWS AND REGULATIONS

Vision:
To transform the Company into a modern and dynamic cement manufacturing company with qualified professionals and fully equipped to play a meaningful role on sustainable basis in the economy of Pakistan.

Mission:
To provide quality products to customers and explore new markets to promote/expand sales of the Company through good governance and foster a sound and dynamic team, so as to achieve optimum prices of products of the Company for sustainable and equitable growth and prosperity of the Company.

Symbol
DGKC(Dera Ghazi Khan Cement)

Listing

Auditors
A.F. Ferguson & Company Chartered Accountants

Karachi Stock Exchange

Lahore Stock Exchange Islamabad Stock Exchange

Standards and Certifications:

Standards Certifications for export. The Company is ISO 9001-2008 and ISO 140012004 certified systems.

Establishment:

Established as a private Limited Company in year 1978. Started its Commercial operations in April 1986

In 1992 the company was acquired by Nishat Group of Companies.

In September 1992 Company listed in all Stock Exchanges of the Country.

Plant Sites:

There are total 5 plants: 4 in DG Khan established in year 1986, 1992, 1998 and 2005 with total capacity of 16400 million tons. 1 in Khair Pur established in year 2007 with 13400 million tons capacity.

Products:

Ordinary Portland Cement Sulphate Resistant Cement

Directors:

Mrs. Naz Mansha Director/Chairperson Mian Raza Mansha Director/Chief Executive Mr. Khalid Qadeer Qureshi Mr. Farid Noor Ali Fazal Dr. Arif Bashir Ms. Nabiha Shahnawaz Cheema Mr. Inayat Ullah Niazi

Aurangzaib Shahbaz

Memorandum of Association

1-Name Clause
The name of company is D.G KHAN CEMENT COMPANY LIMITED.

2-Location Clause
Registered Office Nishat House, 53-A, Lawrence Road, Lahore-Pakistan

3-Object Clause

To purchase all sort of raw material for the use in factory and production units of the company. To establish branch in country and abroad with objects of company. To carry on business of manufacturer, importer and exporter in all kind of goods and commodities. To establish laboratories and research and development center to conduct research for the businesses of company. To invest surplus funds of the company.

4-LIABILITY CLAUSE
The liability of shareholders of company is limited.

5-CAPITAL CLAUSE
The authorize capital of company is 3,000,000,000 (rupees three billion only) divided into 250,000,000 ordinary shares of Rs. 10/- each and 50,000,000 Preference shares of Rs. 10/- each.

Amir Iqbal

Articles of Association

Table A

Registered Office

Public Limited Company

Transfer And Transmission

Alteration of Capital

Audit Committee

Arbitration

Winding Up

Umer Arshad

Directors Report to members

Business Outlook : After 2007 & 2008 budgetary meltdown, the planet is currently Seeing another succession of alerting scenarios, from Middle East unrest to USA monetary debilitating . Geological ranges have multitudinous check on our nation. Our updated GDP development remained at 3.7% from basically Arranged 4.2% in 2012 .

Global Cement Industry

All inclusive concrete industry develop progressively with the vast majority of the Activities occurring in developing economies . Development, as globe economy is stabilizing and development actions are moreover grabbing opposite worldwide showcases into the Afterward decade. Because of prospective expand in bond mandate

PAKISTAN INDUSTRY :

The situations that plague Pakistan's concrete industry the previous year Appear to be proceeding in 2012. Expanded rivalry from The Middle East has seriously influenced the nation's fare market. Pakistan's bond industry's evaluated limit is 44 million tones For every annum and industry's normal operations throughout FY12 was About 73% as contrasted with 74% the previous year .

OTHER POINTS ARE :

Informative

content Systems : Gift to National ECONOMY : SENSITIVE FACTORS Future PLANS : Money stream Management : AUDIOTERS :

AUDITORS' REPORT TO THE MEMBERS:

We have evaluated the attached solidified monetary explanations containing united accounting report of D.G. Khan Cement Group Limited (the Holding Company) and its subsidiary group (hereinafter pointed to as 'the Group') as at June 30, 2012 .

IT GI
M/s KPMG Taseer Hadi & Company, Chartered Accountants, whose report dated September 7, 2011 communicated an unqualified presumption thereon.

A. F. Ferguson & Co.

Chartered Accountants Lahore, Name of engagement partner: Muhammad Masood

VES TRUE AND FARE VIEW .

Waqas Ali Hayder

Statement of Compliance with the Code of Corporate Governance

The company has applied the principles contained in the CCG with following manner:
1.

The company encourages the representation of non-executive directors.

Non Executive Directors:

Mrs. Naz Mansha

Mr. Khalid Qadeer Qureshi Ms. Nabiha Shahnawaz Cheema

2.

The directors have confirmed that none of them is serving as a director on more than seven listed companies. All the resident directors of the company are registered as taxpayers.

3.

4.

A complete record of particulars of significant policies along with the dates on which they were approved or amended has been maintained.
Three ( 3 ) Directors of the Company are exempt from directors training programme due to 14 years of education and 15 years of experience on the board of a listed company.

5.

Casual Vacancy
6.

A casual vacancy occurred in the Board on October 14, 2011 due to sad death of Mr. Zaka Ud Din and the same was filled up by the Board of directors on October 22, 2011. No new appointment of CFO, Company Secretary and Head of Internal Audit has been approved by the board.

7.

8.

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.

9.

The board has formed an Audit Committee. It comprises 3 members, of whom 2 are non-executive members. The board has formed an HR and Remuneration Committee. It comprises 3 members, of whom 2 are non-executive directors The board has set up an effective internal audit function We confirm that all other material principles preserved in the CCG have been fulfilled.

10.

11. 12.

Annual general meeting

Date: It is held on 24 october 2012 Time: Wednesday at 11:00 AM Place: Nishat House 53-A, Laurence Road, Lahore

Agenda of meeting
To obtain and approve Audited Consolidated Financial Information. To approve Financial Cash dividend @ 15% as suggested by the Directors. To select the auditors for the year ending June 30, 2013 and fix their payments.

Legal advisors and Audit committee

Mr. Shahid Hamid, Bar-at-law is the legal advisor of the company. Mr Khalid Qadeer Qureshi is the chairman of the audit committee Mr. Muhammad Azam is the member of the company

The trend of dg cement is bullish DGKC mainly stems from continuously improving core operations as solid cement price levels and soft coal prices underscore significant jump in core business

Conclusion
DG Khan Cement Co. Ltd is Working efficiently according

to the laws of Pakistan. And also

playing a vital role in economy of Pakistan

Thank You..