| LEINER PAK GELATINE LIMITED |
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| Annual Reports 2002 |
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| CONTENTS |
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| COMPANY INFORMATION |
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| NOTICE OF MEETING |
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| DIRECTOR'S REPORT |
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| STATEMENT OF THE COMPLIANCE
WITH BEST |
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| PRACTICES
OF CORPORATE GOVERNANCE |
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| AUDITORS' REVIEW ON COMPLIANCE
OF |
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| CORPORATE
GOVERNANCE |
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| AUDITORS'
REPORT |
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| BALANCE
SHEET |
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| PROFIT AND LOSS ACCOUNT |
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| CASH FLOW STATEMENT |
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| NOTES TO THE ACCOUNTS |
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| PATTERN
OF SHAREHOLDING |
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| COMPANY
INFORMATION |
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| BOARD
OF DIRECTORS |
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| Khwaja
imtiaz Ahmed |
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| (Chief Executive &
Managing Director) |
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| Khwaja Mehboob llahi
(Resigned) |
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| Khwaja
Ijaz Ahmed |
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| Khwaja
Ibrar Ahmed |
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| Mr.
Iqbal Dossa |
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| Brig (Retd) Akhtar Hafeez |
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| Khwaja Shafique Ahmed
(Resigned) |
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| Khwaja Muhammad Kamran |
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| Khwaja Umer Riaz |
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| AUDIT COMMITTEE |
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| Khwaja IJaz Ahmed (Chairman) |
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| Khwaja Ibrar Ahmed (Member) |
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| Khwaja
Muhammad Kamran (Member) |
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| COMPANY
SECRETARY |
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| Khwaja Ibrar Ahmed |
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| AUDITORS |
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| Ali
& Company |
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| Chartered Accountants |
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| 67-D/1,
Model Town, Lahore. |
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| LEGAL ADVISOR |
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| Khwaja Muhammad Akram |
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| Advocate |
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| 1-Begum
Road, MozangAdda, Lahore. |
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| REGISTERED OFFICE |
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| 17/G, Gulberg-2, GPO Box 415, |
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| Lahore-54660.
Ph : 5756953-54. Fax : 92-42-5710604 |
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| PLANT |
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| 19th
Kilometer, |
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| Shahrah-e-Pakistan, Kala Shah
Kaku, |
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| District Sheikhupura. |
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| Ph : 7980165-7980179 |
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| BANKERS |
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| United Bank Limited |
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| Bank AI-Habib Limited |
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| NOTICE
OF 19TH ANNUAL GENERAL MEETING |
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| Notice
is hereby given that the 19th Annual General Meeting of LEINER PAK GELATINE
LTD., will be |
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| held
on Monday the 28th October, 2002 at 10:00 A.M. at the Registered Office of
the Company, 17-G, Gulberg- |
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| 2,
Lahore-54660 to transact the following business: |
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| 1. Recitation from the Holy Quran. |
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| 2. To confirm the minutes of the 18th
Annual General Meeting held on 31 st December, 2001. |
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| 3. To receive and adopt the Annual Accounts
of the Company for the year ended 30th June, 2002 |
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| together
with Directors and Auditors Report thereon. |
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| 4. To approve Dividend as recommended by
the Directors. |
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| 5. To appoint the Auditors of the Company
for the year ending 30th June, 2003. The present Auditors |
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| M/s.
Ali & Company, Chartered Accountants retire and being eligible offer
themselves for re- |
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| appointment. |
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| 6. To transact or discuss any other
business with the permission of the Chair. |
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| BY
ORDER OF THE BOARD |
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| (KH. IBRAR AHMAD) |
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| COMPANY
SECRETARY |
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| LAHORE: |
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| Dated:
30th September, 2002 |
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| NOTES: |
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| 1. The Share Transfer Books of the Company
will be closed from 21st October, 2002 to 28th October, |
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| 2002
(both days inclusive). Transfer received at the Registered Office of the
Company, 17/G, Gulberg- |
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| 2,
Lahore-54660, at the close of business on Saturday the 19th October, 2002
will be treated in time for |
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| the
purpose of payment of Dividend to the transferees. |
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| 2. A member entitled to attend and vote at
this meeting may appoint another member as proxy to attend |
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| and
vote instead of him. |
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| 3. The instrument of proxy must be received
at the Registered Office of the Company not less than 48 |
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| hours
before the time of holding the meeting. |
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| 4. Some Dividend Warrants from 1st to 11th
Dividends received back undelivered. Those who have not |
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| yet
received their Dividend Warrants may please contact the Company. The members
are requested to |
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| notify
the change in their registered address, if any. |
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| DIRECTORS'
REPORT |
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| The
Directors are pleased to present the 19th Annual Report and the
Financial |
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| Statements
of the Company for the year ended June 30, 2002. |
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| TRIBUTE
TO KH. MEHBOOB ILAHI (Ex-Chairman) |
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| We
take this opportunity to pay tribute to Kh. Mehboob llahi (Ex-Chairman) for
his |
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| leadership
qualities and the contribution which be made for the last two decades to |
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| establish the company. |
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| Under
his management the Company achieved many National and International |
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| recognitions.
We always pray for his good health. |
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| OPERATIONS |
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| During
the year under review the Sales are registered at Rs. 165.176 million (2001: |
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| Rs.
199.053 million) and Gross Profit stands at Rs. 43.135 million (2001: Rs.
57.702 million). |
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| The
decline in Sales was due to the after effects of event of 11th September,
2001-However, |
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| the
managment is putting their best to boost the export sales and Captured
new |
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| international
markets for sale of Gelatine for both food and pharmaceutical grades. |
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| Unfortunately
the Government of Pakistan Ministry of Finance Economic Affairs, |
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| Statistics
and Revenue has reduced the Customs duty on import of Gelatine from 25% to
5% |
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| through
their notification dated August 10, 2002. This reduction in customs duty
would entail |
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| the
bulk import of PIG GELATINE in the country which is HARAM. However, we have
filed a |
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| protest
before honorable Finance Minister Mr. Shaukat Aziz and requested for the |
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| restoration
of previous duty structure. On his advise, the Finance Ministry has called
for a |
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| report
from the Central Board of Revenue on this issue. |
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| This
year Company experienced a bad event of embezzlement of cash by the |
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| Cashier,
which is properly reflected in the financial statements under the head of
Extra |
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| Ordinary
Items. F.I.R. has been registered with Gulberg Police Station against the
accused |
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| cashier.
To avoid any unpleasant event in future the Audit Committee has been formed. |
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| EFFECTS
OF SKIN GELATINE |
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| Our
foreign Customers are shifting from Bone Gelatine to Pig Skin Gelatine due to
the |
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| Mad
Cow disease (BSE) that is why our product demand is decreased and it is
difficult to |
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| fetch
our desired prices. |
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| The
availability of Skin Glue in local market is attracting the manufacturer of
Yogurt, |
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| Jelly,
and Sweets for the Children due to their lower prices. The laboratory tests
revealed |
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| that
Skin Glue carries very harmful contents and is injurious to health especially
for Children. |
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| As
per laboratory tests Skin Glue contains following harmful contents: |
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| ANALYTICAL
TESTS :- |
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| ARSENIC |
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| MERCURY |
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| POOR SOLUBILITY |
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| BACTERIOLOGICAL
TESTS |
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| COLIFORMS |
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| CLOSTRIDIUM |
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| THERMOPHILE |
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| CORPORATE
AND FINANCIAL REPORTING FRAMEWORK. |
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| The
borad is fully conversant with the responsibilities as established by the
recently |
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| issued
code of Corporate Governance by the SECP. |
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| In
order to follow the SECP code, the following statements are given :- |
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| (a) The financial statements, prepared by the
management of the Company, present |
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| fairly
its state of affairs, the results of its operations, cash flows and changes
in equity. |
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| (b) Proper books of accounts.have been
maintained. |
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| (c) Appropriate accounting policies have been
consistently applied in preparation of |
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| financial
statements and accounting estimates are based on reasonable and prudent |
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| judgment. |
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| (d) International Accounting Standards as
applicable in Pakistan have been followed in |
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| preparation
of financial statements and any departure there from has been |
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| adequately disclosed. |
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| (e) The system of internal control is sound in
design and has been effectively |
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| implemented
and monitored. |
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| (f) There are no significant doubts upon the
Company's ability to continue as a going |
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| Concern. |
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| (g) There has been no material departure from
the best practices of Corporate |
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| Governance,
as detailed in the listing regulations. |
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| KEY
OPERATING AND FINANCIAL DATA OF LAST SIX YEARS:- |
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| Years Ending on June: |
2001 |
2000 |
1999 |
1998 |
1997 |
1996 |
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Rupees |
Rupees |
Rupees |
Rupees |
Rupees |
Rupees |
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(000)s |
(000)s |
(000)s |
(000)s |
(000)s |
(000)s |
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| Turnover |
199,053 |
185,200 |
152,244 |
148,789 |
141,990 |
104,558 |
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| Profit after Taxation |
22,430 |
21,570 |
24,710
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22,305 |
14,400 |
15,130 |
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| Assets |
89,439 |
87,696 |
82,650
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82,320 |
76,413 |
74,991 |
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| Dividend |
11,250 |
10,500 |
9,750 |
9,000 |
6,050 |
3,750 |
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| Loans (long term) |
8,700 |
12,000 |
— |
— |
— |
5,000 |
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| During
the year three (3) Meetings of the Board of Directors were held.
Attendance |
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| by
the Directors were as follows: |
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| DATE OF MEETING |
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| 03-12-2001 |
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| ATTENDANCE
BY THE DIRECTORS |
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| Khwaja Mehboob Illahi |
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| Khwaja
Imtiaz Ahmed |
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| Khwaja Shafique Ahmed |
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| Khwaja
ijaz Ahmed |
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| Brig (Retd) Akhtar Hafeez |
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| Khwaja
Ibrar Ahmed |
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| Mr. Iqbal Dossa |
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| DATE OF MEETING |
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| 25-02-2002 |
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| Khwaja Mehboob Illahi |
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| Khwaja
Imtiaz Ahmed |
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| Khwaja
Ijaz Ahmed |
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| Brig (Retd) Akhtar Hafeez |
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| Khwaja
Ibrar Ahmed |
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| Mr. Iqbal Dossa |
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| DATE OF MEETING |
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| 29-04-2002 |
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| Khwaja Mehboob Illahi |
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| Khwaja
Imtiaz Ahmed |
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| Khwaja Shafieque Ahmed |
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| Khwaja
Ijaz Ahmed |
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| Brig (Retd) Akhtar Hafeez |
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| Khwaja Ibrar Ahmed |
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| APPROPRIATION
OF CURRENT PROFITS :- |
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| Subject
to Contingent Liabilities (Note. 12 A), the current profits have been |
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| appropriating
as follows: |
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Rupees |
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(in 000s) |
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| Profit before Taxation |
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2,340 |
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| Provision for Taxation |
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1,300 |
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| Profit after Taxation |
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1,040 |
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| Profit brought forward |
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57,145
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58,185
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| Proposed Dividend |
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3,995 |
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| Profit carried forward |
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54,190 |
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| EARNING RATIO :- |
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| The
earning per share after tax works out to Rs. 0.138 (last year Rs. 2.99) |
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| DIVIDEND : |
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| The
Board has recommended Dividend of Rs. 1.00 per share i.e., 10% (last
year |
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| 15%)
to the public and decided to recommend Dividend of Rs. 0.40 per share i.e.,
4% to the |
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| Directors
and their family. |
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| This
decision is taken keeping in view the Cash Flow Constraints. |
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| APPOINTMENT
OF AUDITORS : |
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| The
retiring Auditors M/s. Ali & Company, Chartered Accountants, Lahore,
being |
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| eligible
have offered themselves for re-appointment. |
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| LAHORE |
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| Dated
: September 28, 2002 |
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| KH. IMTIAZAHMED |
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| Chief Executive |
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| STATEMENT OF COMPLIANCE WITH
BEST |
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| PRACTICES
OF CORPORATE GOVERNANCE |
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| The
Board of Directors of LEINER PAK GELATINE LIMITED are involved in |
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| manufacturing
business for the last 40 years. They have the spirit of true businessman
and |
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| always
encourage the good Governance in Corporate Sector. |
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| Many
of the rules of Corporate Governance are already being followed by them. |
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| However,
they are fully committed to follow each and every practice mentioned in Code
of |
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| Corporate Governance. |
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| Initially
we have taken following steps: |
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| 1. All Directors were fully educated about
the revised Code of Corporate |
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| Governance. |
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| 2. The Board has prepared a statement of
Ethics and Business practices, which is |
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| duly
signed by all Directors. The same is being circulated to the employees. |
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| 3. The Board has already adopted a
vision/mission statement in the shape of |
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| quality
policy of the Company and achieved ISO 9000 and ISO 14000 |
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| recognitions. |
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| 4. Regular Annual General Meetings are being
held by the Company where |
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| business
is conducted according to the Agenda of the meeting and question |
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| answer
sessions for the shareholders are also arranged. |
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| 5. The Board Meetings are being held
according to the requirement of Code of |
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| Corporate
Governance for the approval of quarterly and half-yearly accounts. |
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| 6. The minutes of Meetings of Board of
Directors are properly circulated to the |
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| Board
and entered in the minutes book. |
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| 7. The Audit Committee has been formulated
which shall ensure the proper |
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| internal
control in the Company. |
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| 8. All the Directors representing the Board
are fulfilling the requirements and |
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| qualification
as denoted by Code of Corporate Governance. |
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| 9. Frequency of financial reporting is fully
followed in terms of their time of |
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| circulation. |
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| 10.
Director's report to the shareholders is amended according to the
requirement |
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| of Code. |
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| 11.
Material information as discussed in clause (XXiii) of the code is
timely |
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| disseminated
to the Stock Exchange and other related departments. |
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| 12.
The financial statements for the year ended June 30, 2002 were presented |
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| before
the Board duly signed by the CEO and CFO and the Board after |
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| consideration
and approval authorized the signing of the financial statements |
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| for
issuance and circulation. |
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| By Order of the Board |
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| KH.IMTIAZAHMED |
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| (Chief Executive) |
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| LAHORE |
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| Dated
: September 28, 2002 |
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| AUDITORS' REVIEW REPORT TO
THE MEMBERS |
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| ON STATEMENT OF COMPLIANCE
WITH BEST |
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| PRACTICES
OF CODE OF CORPORATE GOVERNANCE |
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| We
have reviewed the statement of compliance with best practices contained in
the |
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| Code
of Corporate Governance prepared by the Board of Directors of the LEINER
PAK |
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| GELATINE
LIMITED to comply with Listing Regulation Nos. 37 and 40 of the Karachi
and |
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| Lahore
Stock Exchange respectively where the Company is listed. |
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| |
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| The
responsibility for compliance of the Code of Corporate Governance is that of
the |
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| Board
of Directors of the Company. Our responsibility is to review to the extent
where such |
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| compliance
can be objectively verified, whether the Statement of Compliance reflects
the |
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| status
of the Company's compliance with the provisions of Code of Corporate
Governance |
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| and
report if it does not. A review is limited primarily to inquiries of the
Company personnel |
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| and
review of various documents prepared by the Company to comply with the Code. |
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| As
part of our audit of financial statements we are required to obtain an |
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| understanding
of the accounting and internal control systems sufficient to plan the audit
and |
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| develop
an effective audit approach. We have not carried out any special review of
the |
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| internal
control system to enable us to express an opinion as to whether the
Board's |
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| statement
on the internal controls covers all controls and the effectiveness of such
internal |
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| controls. |
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| |
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| Based
on our review, nothing has come to our attention which causes us to
believe |
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| that
Statement of Compliance does not appropriately reflect the company's
compliance, in |
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| all
material respects, with the best practices contained in Code of Corporate
Governance as |
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| applicable
for the period from May 02, 2002 to June 30, 2002. |
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| |
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| All
& Company |
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| CHARTERED
ACCOUNTANTS |
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| |
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| Lahore |
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| Dated
: September 28, 2002 |
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| AUDITORS'
REPORT TO THE MEMBERS |
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| We
have audited the annexed Balance Sheet of M/s. LEINER PAK GELATINE LIMITED
as |
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| at
June 30, 2002 and the related Profit and Loss account, cash flow statement
and |
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| statement
of changes in equity, together with the notes forming part thereof, for the
year |
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| then
ended and we state that we have obtained all the information and explanations
which, |
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| to
the best of our knowledge and belief, were necessary for the purposes of our
audit. |
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| |
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| It
is the responsibility of the company's management to establish and maintain a
system of |
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| internal
control, and prepare and present the above said statements in conformity with
the |
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| approved
accounting standards and the requirements of the Companies Ordinance,
1984. |
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| Our
responsibility is to express an opinion on these statements based on our
audit. |
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| |
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| We
conducted our audit in accordance with the auditing standards as applicable
in |
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| Pakistan.
These standards require that we plan and perform the audit to obtain
reasonable |
|
| assurance
about whether the above said statements are free of any material
misstatement. |
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| An
audit includes examining, on a test basis, evidences supporting the amounts
and |
|
| disclosures
in the above said statements. An audit also includes assessing the
accounting |
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| policies
and significant estimates made by management, as well as, evaluating the
overall |
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| presentation
of the above said statements. We believe that our audit provides a
reasonable |
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| basis
for our opinion and, after due verification, thereof, we report that: |
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| |
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| (a) in our opinion, proper books of account
have been kept by the company as required |
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| by
the Companies Ordinance, 1984; |
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| |
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| (b) in our opinion |
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| |
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| (i) the Balance Sheet and Profit and Loss
Account together with the notes |
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| thereon
have been drawn up in conformity with the Companies Ordinance, |
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| 1984
and are in agreement with the books of account and are further in |
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| accordance
with accounting policies consistently applied; |
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| |
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| (ii) the expenditure incurred during the year
was for the purpose of the |
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| company's
business; and |
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| |
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| (iii) the business conducted, investments made
and the expenditure incurred |
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| during
the year were in accordance with the objects of the company, |
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| |
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| (c) in our opinion and to the best of our
information and according to the explanations |
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| given
to us, the Balance Sheet, Profit and Loss Account, cash flow statement
and |
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| statement
of changes in equity, together with the notes forming part thereof
conform |
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| with
approved |