Al - Noor Sugar Mills Limited

Annual Reports 2003

CONTENTS

Company-Information

Mission Statement

Statement of Ethics and Business Practices

Notice of Annual General Meeting

Directors' Report

Statement of Compliance with best Practice of Corporate Governance

Key Operation and Financial Data for Last Ten Years

Review of Report to the Members on Statement of Compliance with best

Practices of code of Corporate Governance from Auditor

Auditors' Report to the Members

Balance Sheet

Profit & Loss Account

Statement of Changes in Equity

Cash Flow Statement

Notes to the Accounts

Pattern of Share Holding

COMPANY INFORMATION

BOARD OF DIRECTORS

MR. ISMAIL H. ZAKARIA

Chairman & Managing Director

MR. SULEMAN AYOOB

Resident Director

MR. YUSUF AYOOB

MR. A. AZIZ AYOOB

Marketing Director

MR. ABDUL KARIM LODHI

(NIT Nominee)

MR. SHAMIM AHMAD

(NIT Nominee)

MR. ZIA I. ZAKARIA

MR. SALIM AYOOB

MR. ZOHAER ZAKARIA

MR. NOOR MOHAMMAD

DIRECTOR FINANCE &

COMPANY SECRETARY

MR. M. YAKOOB ADMANEY

FCIS, FCMA

BOARD AUDIT COMMITTEE

MR. ZOHAIR ZAKARIA

Chairman

MR. ZIA I. ZAKARIA

Member

MR. SALIM AYOOB

Member

AUDITORS

DAUDALL Y LALANI & COMPANY

Chartered Accountants

LEGAL ADVISOR

ABDUL SATTAR PINGAR

REGISTERED OFFICE

96-A, SINDHI MUSLIM SOCIETY,

KARACHI-74400

FACTORY

SHAHPUR JAHANIA, P.O. NOOR JAHANIA,

TALUKA MORO, DISTRICT NAWABSHAH

To gain strength through industry leadership in the manufacturing and ^arketing of sugar and Lasani

Wood and to have a strong presence in these product markets while retaining the options to diversify in

other profitable venture.

To operate ethically while maximizing profits and satisfying customers needs and stake holder's interests.

To assist in the socio economic development of Pakistan especially in the rural areas through industrial

expansion and development.

STATEMENT OF ETHICS & BUSINESS PARACTICES

Al-Noor Sugar Mills Limited will be guided by the following principles in its pursuit of excellence in all activities

for the attainment of the Company Objectives.

THE COMPANY

Fulfills all statutory requirements of the Regulatory Authorities and follows all applicable laws of the

country together with compliance of accepted accounting principles, rules and procedures required.

Deals with all stakeholders in objective and transparent manner so as to meet the expectations of those who

rely on the Company.

Meets the expectations of the spectrum of society and Regulatory Authorities by implementing an effective

and fair system of financial reporting and internal controls.

Uses all means to protect the environment and ensures health and safety of the employees.

Activities and involvement of directors and employees of the Company in no way conflict with the

interest of the Company. All acts and decision of the management are motivated by the interest of the

Company rather then their own.

Ensures efficient and effective utilization of its resources.

AS DIRECTORS

Promote and develop conducive environment through responsive policies and guidelines to facilitate

viable and timely decisions.

Maintain organizational effectiveness for the achievement of the Company goals.

Support and adherence to compliance of legal and industry requirements.

Safeguard the interest and assets of the Company and to meet and honor all obligations of the Company.

Promote a culture that supports enterprise and innovation, with appropriate short-term and long-term

performance related rewards that are fair and achievable in motivating management and employees

effectively and productively.

AS EXECUTIVE AND MANAGERS

Ensure cost effectiveness and profitability of operations.

Provide direction and leadership for the organization and take viable and timely decisions.

Develop and cultivate work ethics and harmony among colleagues and associates.

Encourage initiatives and self-realization in employees through meaningful empowerment.

Promote and develop culture of excellence, conservation and continuous improvement.

AS EMPLOYEES AND WORKERS

Observe Company policies, regulations and codes of Best Business Practices.

Exercise prudence in effective, efficient and economical utilization of resources of the Company.

Make concerted struggle for excellence and quality.

Devote productive time and continued efforts to strengthen the Company.

Protect and safeguard the interest of the Company and avoid conflict of interest. Ensure the primary interest

in all respect is that of the Company.

Maintain financial integrity and must avoid making personal gain at the Company's expense by participating

in or assisting activities which compete with the Company.

NOTICE OF MEETING

Notice is hereby given that 34th Annual General Meeting of AL-NOOR SUGAR MILLS LIMITED will be held at

the Registered Office of the Company at 96-A, Sindhi Muslim Society, Karachi on Thursday, 29th January, 2004 at

11.00 a.m. to transact the following business:

01.         To read and confirm the Minutes of the 33rd Annual General Meeting of the Company held on March 31st,

2003

02.         To read and consider the Accounts for the year ended September 30, 2003 and reports of Directors and

Auditors thereon.

03.         To appoint Auditors and to fix their remuneration. Existing Auditors M/s. Daudally Lalani and Company,

Chartered Accountants have retired. In compliance with the code of Corporate Governance and based on

the recommendations of the Audit Committee, the Board recommend the appointment of M/s. Yousuf Adil

and Company, Chartered Accountants as Auditors in place of the retiring Auditors.

04.         To transact any other business with permission of the chair.

The Share Transfer Book of the Company will remain closed from January 21st, 2004 to January 31st, 2004 (both

days inclusive).

By Order of the Board

( M. YAKOOB ADMANEY)

Karachi: January 5th, 2004                                      DIRECTOR FINANCE & COMPANY SECRETARY

NOTE:

01.         A member of the Company entitled to attend and vote may appoint any member as his/her proxy to attend

and vote on his/her behalf. PROXIES MUST BE RECEIVED AT THE REGISTERED OFFICE OF THE

COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING.

02.         CDC Account Holders will further have to follow the under-mentioned guidelines as laid down in Circular

1 dated January 26, 2000 issued by the Securities and Exchange Commission of Pakistan.

A.          For Attending the Meeting:

i)          In case of individuals, the account holder or sub-account holder and/or person whose securities are in group

account and their registration details are uploaded as per the Regulations, shall authenticate his identity by

showing his Original National Identity Card (NIC) or original passport at the time of attending the

meeting.

ii)         In case of corporate entity, the Board of Directors' resolution/power of attorney with specimen signature of

the nominee shall be produced (unless it has been provided earlier) at the time of the meeting.

B.          For appointing proxies:

i)           In case of individuals, the account holder or sub-account holder and/or the person whose securities are in

group account and their registration details are uploaded as per the Regulations, shall submit the proxy

form as per the above requirements,

ii)         The proxy form shall be witnessed by two persons whose names, addresses and NIC number shall be

mentioned on the form,

iii)         Attested copies of NIC or the passport of the beneficial owners and the proxy shall be furnished with the

proxy form.

iv)         The proxy shall produce his original NIC or original passport at the time of the meeting,

v)         In case of corporate entity, the Board of Directors' resolution/power of attorney with specimen signature of

the nominee shall be submitted (unless it has been provided earlier) along with proxy form to the

Company.

03.         Shareholders are requested to inform the Company of any change in their address immediately.

DIRECTORS' REPORT

To:

The Shareholders:

We hereby present the 34th Annual Report together with the Audited Accounts for the year ended 30th

September 2003. The Company has incurred a loss of Rs.42.593 million from operation. After making

provision for turn over tax and adjustment of Deferred Tax, total loss of the Company for the year worked

out to Rs. 12.633 million. Last year's unappropriated loss of Rs. 144.226 million has thus increased the total

accumulated loss carried forward to Balance Sheet to the extent of Rs. 156.859 million. After tax loss per

share of the Company for the year worked out to Rs.0.68. Due to carry forward losses, no dividend has

been recommended by the Board.

SUGAR MILL:

During the year under report, your Mill started crushing on 14th December 2002 and crushed 622,697

Metric Tons of sugarcane (2002: 554,560 Metric Tons), which was 12% higher as compared to last year.

Sugar produced from sugarcane was to the extent of 52,508 Metric Tons (2002: 45,525 Metric Tons),

which was 15% higher as compared to last year with an average recovery of 8.4% (2002: 8.25%). Your