Premier Sugar Mills & Distillery : Transmission of Annual Report for the year ended Sep 30, 2022

ANNUAL

REPORT

2022

THEPREMIERSUGARMILLS&DISTILLERY COMPANY LIMITED

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CONTENTS

CompanyProfile

Governance

CompanyInformation

ManagementCommittees

VisionandMissionStatement

CodeofConduct

Stakeholders'Information

Ten Years' Review

Six Years' PerformanceataGlance

Noticeof AnnualGeneralMeeting

Chairperson's ReviewReport(English/Urdu)

Directors'ReporttotheShareholders(English/Urdu)

Shareholders'Information

PatternofShareholding

Independent Auditors'ReporttotheMembers

StatementofCompliancewithListedCompanies

(CodeofCorporateGovernance)Regulations, 2019

Auditors'ReporttotheMembers

UnConsolidatedFinancialStatements

ConsolidatedFinancialStatements

ProxyForm

THEPREMIERSUGARMILLS&DISTILLERY COMPANY LIMITED

CompanyProfile

The Premier Sugar Mills & Distillery Company Limited (the Company) was incorporated on 24 July, 1944 as a Public Company and its shares are quoted on Pakistan Stock Exchange. The Company is principally engaged in manufacturing and sale of white sugar and spirit including the following:

1. To purchase, manufacture, produce, refine, prepare, import, export, sell and generally to deal in sugar, sugarcane, sugar beets, gur, jaggery, molasses, syrups and melada and alcohol and all products or by-products thereof and food products generally and in connection therewith to acquire, erect, construct, establish, operate and maintain sugar or other refineries, buildings, mills, factories, distilleries and other works;
2. To manufacture any other article or articles of food made from cereals, fruits, vegetables, seeds or oils, etc.;
3. To manufacture chemicals of all description, to prepare drugs and medicines;
4. To manufacture starch and yeast floor from maize, wheat or any other material;
5. To manufacture straw-boards and paper;
6. To plant, cultivate, produce and raise sugarcane, maize, sugar beets and/or any other agricultural crops;
7. To acquire by purchase, mortgage, lease, exchange, or otherwise, any moveable or immovable property, patents, inventions licenses, secret formula or processes, rights or privileges which the Company may think necessary or convenient for the purpose of its business and to construct, erect, manage, improve, alter, extend, demolish or reconstruct any buildings, machineries or works necessary or convenient of the purposes of the Company;
8. To sell and purchase from time to time and deal in all such stock in trade, goods, chattels and effects as may be necessary or convenient for any business, for the time being, carried on by the Company an especially sugar, sugarcane, raw sugar, gur, molasses cereals, fruits and vegetables, seeds, oil, mill stores, stocks, spare machinery and all other materials or things necessary for the same;
9. To purchase or otherwise acquire, by cultivation or any other manner, seeds and agricultural product of any description which may be necessary or be required for the production of sugar and its by-products, or the manufacture of any material, or article which the Company is authorized under;
10. To establish, in Pakistan or elsewhere, agencies or branches for the purchase and sale of goods of all description;
11. To appoint agents to assist the working of the Company with such powers and on such terms as the Company may generally or in any special case determine;
12. Any other business as mentioned in the Memorandum of Association.

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THEPREMIERSUGARMILLS&DISTILLERY COMPANY LIMITED

CompanyInformation

Board of Directors
Begum Laila Sarfaraz	Chairperson
Mr. Abbas Sarfaraz Khan	Chief Executive
Ms. Zarmine Sarfaraz	Director
Ms. Mahnaz Saigol	Director
Mr. Iskander M. Khan	Director
Mr. Shahbaz Haider Agha	Independent Director
Mr. Salman Ahmad	Independent Director
Company Secretary
Mr. Mujahid Bashir
Chief Financial Officer
Mr. Rizwan Ullah Khan
Head of Internal Audit
Mr. Zaheer Mir

Auditors

M/s. ShineWing Hameed Chaudhri & Co.,

Chartered Accountants

Tax Consultants

M/s. ShineWing Hameed Chaudhri & Co.,

Chartered Accountants

Legal Advisor

Mr. Isaac Ali Qazi

Advocate

Shares Registrar

M/s.HameedMajeed Associates(Pvt.)Limited,

H.M.House,7-BankSquare,Lahore.

PhoneNo.:042-37235081FaxNo.:042-37235083

Bankers
Bank Al-Habib Limited	The Bank of Khyber
MCB Bank Limited	United Bank Limited
Allied Bank Limited	The Bank of Punjab
Bank Al-Falah Limited	Faysal Bank Limited
Habib Bank Limited	National Bank of Pakistan

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THEPREMIERSUGARMILLS&DISTILLERY COMPANY LIMITED

	ManagementCommittees
Executive Committee
Mr. Abbas Sarfaraz Khan	Chairman
(Executive Director)
Ms. Mahnaz Saigol	Member
(Non-Executive Director)
Mr. Iskander M. Khan	Member
(Executive Director)

Executive Committee is involved in day to day operations of the Company and is authorized to conduct every business except the businesses to be carried out by Board of Directors as required by section 183 of the Companies Act, 2017. Executive Committee meets periodically to review operating performance of the Company against pre-defined objectives, commercial business decisions, investments and funding requirements.

Audit Committee
Mr. Shahbaz Haider Agha	Chairman
(Independent Director)
Ms. Mahnaz Saigol	Member
(Non-Executive Director)
Ms. Zarmine Sarfaraz	Member
(Non-Executive Director)
Mr. Mujahid Bashir	Secretary

The terms of reference of the Audit Committee have been derived from the Code of Corporate Governance applicable to listed companies. Thereby Audit Committee shall, among other things, be responsible for recommending to the Board of Directors the appointment of external auditors by the Company's shareholders and shall consider any questions of resignation or removal of external auditors, audit fees and provision by external auditors of any service to the Company in addition to audit of its financial statements. In the absence of strong grounds to proceed otherwise, the Board of Directors shall act in accordance with the recommendations of the Audit Committee in all these matters.

The terms of reference of the Audit Committee also include the following:

1. determination of appropriate measures to safeguard the Company's assets;
2. review of annual and interim financial statements of the Company, prior to their approval by the Board of Directors, focusing on:

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1. • major judgmental areas;
   • significant adjustments resulting from the audit;
   • going-concernassumption;
   • any changes in accounting policies and practices;
   • compliance with applicable accounting standards;
   • compliance with these regulations and other statutory and regulatory requirements; and
   • all related party transactions.
2. review of preliminary announcements of results prior to external communication and publication;
3. facilitating the external audit and discussion with external auditors of major observations arising from interim and final audits and any matter that the auditors may wish to highlight (in the absence of management, where necessary);
4. review of management letter issued by external auditors and management's response thereto;
5. ensuring coordination between the internal and external auditors of the Company;
6. review of the scope and extent of internal audit, audit plan, reporting framework and procedures and ensuring that the internal audit function has adequate resources and is appropriately placed within the Company;
7. consideration of major findings of internal investigations of activities characterized by fraud, corruption and abuse of power and management's response thereto;
8. ascertaining that the internal control system including financial and operational controls, accounting systems for timely and appropriate recording of purchases and sales, receipts and payments, assets and liabilities and the reporting structure are adequate and effective;
9. review of the Company's statement on internal control systems prior to endorsement by the board of directors and internal audit reports;
10. instituting special projects, value for money studies or other investigations on any matter specified by the board of directors, in consultation with the chief executive officer and to consider remittance of any matter to the external auditors or to any other external body;
11. determination of compliance with relevant statutory requirements;
12. monitoring compliance with these regulations and identification of significant violations thereof;
13. review of arrangement for staff and management to report to audit committee in confidence, concerns, if any about actual or potential improprieties in financial and other matters and recommend instituting remedial and mitigating measures;

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