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| KHAIRPUR
SHUGAR MILLS LIMITED |
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| ANNUAL REPORT
2003 |
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| COMPANY
PROFILE |
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| NOTICE OF
ANNUAL GENERAL MEETING |
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| DIRECTOR'S
REPORT |
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| CORPORATE
GOVERNANCE |
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| PATTERN OF
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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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| AUDITORS1 REPORT |
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| BALANCE SHEET |
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| PROFIT AND
LOSS |
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| CASH FLOW
STATEMENT |
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| STATEMENT OF
CHANGES IN EQUITY |
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| NOTES TO THE
ACCOUNTS |
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| COMPANY
PROFILE |
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| BOARD OF
DIRECTORS |
Muhammad Mubeen Jumani (Chief Executive) |
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Faisal Mubeen Jumani |
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Muhammad Bux |
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Ghulam AN |
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Ahmed Ali |
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Fahad Mubeen Jumani |
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Mrs. Yasmeen |
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Al-Malik Khoja (NIT Nominee) |
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| COMPANY
SECRETARY |
Syed Jamil Ahmed Rizvi |
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| BANKERS |
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United Bank Limited |
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Allied Bank of Pakistan |
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Habib Bank Limited |
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National Bank of Pakistan |
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Muslim Commercial Bank |
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PICIC Commercial Bank |
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PICIC Limited |
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| AUDITORS |
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Ebrahim & Co., |
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Chartered Accountants, |
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Lakson Square Building No. 1, |
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Block C, 2nd Floor, Sarwar Shaheed Road, |
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Karachi |
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| AUDIT
COMMITTEE |
Muhammad Bux - Chairman |
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Ahmed Ali - Member |
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Ghulam Ali Jumani - Member |
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| LEGAL ADVISOR |
Mirza Ghulam Dastagir (Advocate) |
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Abdullah Haroon Road, Karachi |
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| REGISTERED
OFFICE |
Jumani Arcade, ST-10-D/14, |
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Main University Road, |
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Gulshan-e-lqbal, Karachi |
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| FACTORY |
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Naroo Dhoro |
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Taluka Kot Diji, |
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District Khairpur, Sindh. |
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| NOTICE OF
ANNUAL GENERAL MEETING |
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| NOTICE IS
HEREBY GIVEN that the 14th Annual General Meeting of KHAIRPUR
SUGAR |
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| MILLS LIMITED will be held at the Registered Office of the Company at
Karachi on |
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| Wednesday,
December 31, 2003 at 4:30 P.M. to transact the following business: |
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| 1. To confirm the minutes of the 13tn Annual
General Meeting held on February 28, |
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| 2003 |
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| 2. To receive, consider and adopt the
Balance Sheet, Profit and Loss Account together |
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| with
Directors' and Auditors' report thereon for the year ended September 30,
2003. |
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| 3. To appoint auditors to hold office
till the conclusion of the next Annual General |
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| Meeting and to
fix their remuneration. The present auditors M/S Ebrahim & Co., |
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| Chartered
Accountants, retire and being eligible have offered themselves for |
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| reappointment. |
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| 4. To
transact any other
business with the
permission of the Chair. |
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| December 8,
2003
BY ORDER OF THE BOARD |
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| Karachi. |
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| NOTES: |
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| 1. The Share Transfer Books o< the Company will
remain closed from December 29, 2003 to January |
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| 10, 2004 (both
days inclusive). |
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| 2. A member entitled to attend and
vote at the Annual General Meeting may appoint another member |
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| as his/her
proxy to attend the meeting and vote on his/her behalf. Proxy in order to be
effective |
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| must be
received at the Registered Office of the Company at least 48 hours before the
meeting. |
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| 3. Shareholders are requested to
immediately notify the Company of any change in their address. |
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| DIRECTOR'S
REPORT TO MEMBERS |
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| On behalf of
the Board of Directors of your company I feel pleasure to present the 14th Annual
Report of |
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| your Company
togetherwith audited accounts for the year ended September 30, 2003: |
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| FINANCIAL
RESULTS: |
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2002-2003 |
2001 - 2002 |
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Rupees |
Rupees |
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| The Profit and
Loss Appropiation Account ia as follows: |
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| Operating
Profit/(Loss) |
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39,101,217 |
-11,530,956 |
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| Workers'
Profit Participation Fund |
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-6,643,249 |
- |
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| Financial Charges |
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-6,413,628 |
-52,347,459 |
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| Extra Ordinary
Item |
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100,177,390 |
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| Provision for
Taxation |
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-1,696,357 |
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| Accumulated
Losses brought forward |
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-523,627,201 |
-459,748,786 |
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| Accumulated
Losses carried over to balance sheet |
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-399,101,828 |
-523,627,201 |
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| PERFORMANCE
REVIEW: |
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| Operating
results during the Season 2002-2003 are as under: |
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2002-2003 |
2001 - 2002 |
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| Season Started |
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Nov 24, 2002 |
Nov 15, 2001 |
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| Season Ended |
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Aug 29, 2003 |
Apr 04, 2002 |
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| Number of Days
worked |
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157 |
141 |
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| Sugarcane
Cruhsing (MT) |
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512,870.57 |
446,652.81 |
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| Recovery (%) -
Sugar |
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8.32 |
8.74 |
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| Recovery (%) -
Moiasses |
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5.867 |
5.153 |
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| Production -
Sugar (MT) |
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42,632.50 |
39,039.50 |
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| Production -
Molasses (MT) |
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30,076.64 |
23,014.56 |
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| The year undor
review was better than last year as far as sugarcane crushing is concerned,
which was |
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| higher by 15%
as compared to last year (2002: higher by 5.7%) showing an increase of 9.2%
in sugar |
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| production as
compared to last year. |
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| Your mills
utilized 81.67% (2002: 79.19%) capacity. The production of Molasses also
increased by 31% as |
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| compared to
last year. |
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| The Company
registered revenue at Rs.652.426 million as compared to the revenue amounting
to Rs.654.266 |
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| million in the
preceding year. This shows 0.28% decrease. Cost of Sales arrived at
Rs.593.897 million as |
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| against Rs.
641.690 in the previous year showing a decrease by 7.45%. Net loss in the
previous year was |
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| Rs.63.878
million, which by Grace of Allah, has been converted in Net Profit of Rs.
26.044 million before |
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| extra ordinary
item which shows continued effort of the directors of your company. Cost of
debt servicing |
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| has also
decreased during the year under review from Rs.45.934 million in 2002 to
Rs.6.413 million, which |
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| reoresents
87.75% improvement. |
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| Directors of
your company are hopeful to steer the company in the best possible way to
meet the aspiration |
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| of a!! the
stakeholders. An amicable and beneficial compromise settlement has been made
with BEL in the |
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| Sind High Court. |
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| Incidence of
profit during the
year under review
can be attributed to
the following: |
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| • Lower rates of sugarcane
procurement. |
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| • Re-scheduling of loans, resulting
in unusual income of Rs. 100 Million. |
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| • No mark-up has been charged on the
rescheduled loans. |
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| DIVIDEND: |
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| Due to poor
financial conditions and severe liquidity crunch compounded by persistent
crisis in Sugar |
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| industry
resulting in huge accumulated losses the Directors of your Company in
compliance with the |
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| compromise
decree signed with PICIC and other DFIs have considered it prudent not to pay
dividend. |
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| EARNING PER
SHARE: |
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| The
eamings/(loss) per share for the year was as follows after provision of
taxation: |
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2002-2003 |
2001-2002 |
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Rupees |
Rupees |
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| Basic and diluted |
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7.77 |
-3.99 |
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| FUTURE
PROSPECTS: |
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| The management
of your Company is continuously making effort to recoup the accumulated
losses, which |
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| is evident
from the above tabulations. Piospects of Sugarcane availability is increasing
as the area of |
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| cultivation
thereof in the vicinity of the mills has been considerably increased. We have
started crushing |
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| of sugarcane
from November 20, 2003 and we expect to produce about 45,000M.T. of Sugar and
25,000 |
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| M.T. of
Molasses during the season 2003-04. |
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| PATTERN OF SHAREHOLDING: |
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| The pattern of
shareholding on prescribed format is included in this report. |
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| AUDITORS: |
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| The auditors
of the Company, M/s. Ebrahim & Co., Chartered Accountants, retire and
being eligible offer |
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| themselves for
reappointment. The Audit Committee recommends the appointment of M/s. Ebrahim
& Co., |
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| Chartered
Accountant as auditors for the year ending September 30,2004. |
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| AUDITORS'
OBSERVATION: |
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| Provision of
gratuity was not carried out on actuarial basis because of reason given in
Note No 11.1 to the |
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| annexed
audited accounts. The management is now considering obtaining the valuation
for the ensuing |
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| year. |
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| The ability of
the Company to continue as a going concern is dependent on the profitability
of the project |
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| and ability of
the management to repay the debts of the Company as per rescheduled terms, as
more fully |
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| explained in
Notes: 9.1, 10.1, 10.2 & 10.3 of the notes to the accounts. The
management's continued efforts |
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| have resulted
in net profits of more than Rs.26 million (before unusual item) during the
year under review. |
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| The management
is of the firm opinion that the Company will be able to earn profit as
mentioned above |
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able to repay its debts as per rescheduled terms. |
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| In the opinion
of the management the available tax losses would be determined and no charge
for current |
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tax shall arise. |
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| INDUSTRIAL
RELATIONS: |
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| Relationship
of labour and management has remained quite cordial during the year under
review. The Board |
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| of Directors
appreciates the spirit of understanding and co-operation shown by workers. I
am thankful to |
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| company
executives, officers and staff members and place on record my appreciation
for the responsibility |
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| and devotion
to duty shown by them. I am also thankful to our dealers, suppliers,
shareholders and bankers |
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| for their
support and confidence. |
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| BOARD
MEETINGS: |
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| During the
year under review six (6) meetings of the Board of directors were held.
Attendance by each |
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| director is as
follows: |
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| Name of
Director |
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No. of Meeting Attended |
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| Mr. Muhammad
Mubeen JumaniMr. |
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6 |
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| Muhammad Bux |
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6 |
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| Mr. Ahmed Ali |
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6 |
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| Mr. Fahad
Mubeen Jumani |
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6 |
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| Mr. Ghulam Ali |
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4 |
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| Mrs. Yasmeen |
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1 |
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| Mrs. Afroze |
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Nil |
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| Mr. Faisal
Mubeen Jumani from Mar-2003 |
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3 |
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| Mr. Syed
Muzaffar Shah (NIT Nominee) |
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2 |
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| From Oct-2002
to Jan-2003. |
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| Mr. Al Malik
Khoia (NIT Nominee) from April 2003 |
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2 |
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| ON BEHALF OF
BOARD OF DIRECTORS |
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| Karachi, dated:
MUHAMMAD MUBEEN JUMANI |
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| December 8,
2003.
Chief Executive/Chairman |
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| CORPORATE
GOVERNANCE |
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| The Directors
of your Company are pleased to report that your Company has taken necessary
steps to |
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| comply with
the provision of the Code of Corporate Governance as incorporated in the
Listing Regulation |
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| of the Karachi
Stock Exchange. |
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| The Directors
of your Company are pleased to state, in compliance of the best practices
under the Code |
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| of Corporate
Governance, that: |
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| 1. The annexed Financial Statements
prepared by the management of your Company, present fairly |
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| its state
of affairs, result of its
operations, cash flow and changes in
its equity. |
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| 2. Proper books of account of the
Company have been maintained by the Company. |
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| 3. Appropriate accounting policies
have been applied in preparation of the financial statements and |
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| accounting
estimates are based on reasonable and prudent judgment. |
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| 4. International Accounting Standards,
as aoplicable in Pakistan, have been followed in preparation |
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| of
financial statements and
departure therefrom ha
been adequately disclosed. |
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| 5. The system of inte^a! control is
sound in design and have effectively implemented and monitored. |
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| It is being
continuously reviewed and weakness, if any, will be removed. |
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| 6. There are no significant doubts
upon the Company's ability to continue as a going concern. |
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| 7. There has been no material
departure from the best practices of the Corporate Governance, as |
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| detailed in
the listing regulations. |
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| 8. Sales of manufactured goods has
decreased from Rs.654.266 million in 2002 to Rs. 625.425 million |
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