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| AL-KHAIR GODON
LIMITED |
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| Annual Reports
2003 |
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| CONTENTS |
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| Company
Information |
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| Notice of
Annual General Meeting |
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| Directors'
Report to the Members |
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| Corporate
Governance & Statement of Compliance |
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| Auditors
Review Report |
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| Auditors'
Report to the Members |
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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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| Statement of
Changes in Equity |
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| Notes to the
Accounts |
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| Pattern of
Shareholding |
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| Accounts of
Subsidiary Company |
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| Consolidated
Accounts of the Company and its Subsidiary |
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| COMPANY
INFORMATION |
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| BOARD OF
DIRECTORS : |
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| CHAIRMAN |
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Mr. Umer Hayat Sheikh |
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| CHIEF
EXECUTIVE |
Mr. Mohammad Saeed Sheikh |
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| DIRECTORS |
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Mr. Mohammad Afzal Sheikh |
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Sheikh Pervaiz Afzal |
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Mr. Mohammad Amin Sheikh |
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Mr. Nadeem Afzal |
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Mian Mazhar Iqbal |
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| AUDIT
COMMITTEE |
Sheikh Pervaiz Afzal Chairman |
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Sheikh Nadeem Afzal Member |
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Mian Mazhar Iqbal Member |
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Qaiser Saleem Khan Secretary |
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| COMPANY
SECRETARY : |
Mr. Mohammad Amin Sheikh |
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| AUDITORS : |
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M/s. Tahir Siddiqi & Co. |
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Chartered Accountants. |
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(A member firm of BR International) |
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| LEGAL ADVISOR
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Mr. Mohammad Mushtaq Hussain |
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| BANKERS: |
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Allied Bank of Pakistan Ltd. |
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Islamic Investment Bank Ltd. |
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Orix Investment Bank Ltd. |
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| REGISTERED
OFFICE |
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| & FACTORY
SITE : |
92/3, Phase III, Industrial Estate, |
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Gadoon Amazai, |
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District Swabi, (N.W.F.P) |
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Tel: (0938) 70260 |
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Fax: (0938) 70270 |
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| CORPORATE
OFFICE: |
AI-Khair House, |
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43-T, Gulberg II, |
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Lahore. |
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Tel: (042) 111-111-043 |
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Fax: (042)5716588-89 |
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| NOTICE OF
ANNUAL GENERAL MEETING |
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| Notice is
hereby given that the 13th Annual General Meeting of AI-Khair Gadoon Limited, will
be held on |
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| Thursday the
October 30, 2003 at 9:00 A.M. at the Registered Office of the Company at
92/3, Phase III, |
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| Industrial
Estate, Gadoon Amazai, District Swabi, NWFP., to transact the following
business: |
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| 1. To confirm the minutes of the 12th Annual
General Meeting held on September 30, 2002. |
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| 2. To receive, consider and adopt the
Audited Accounts of the Company for the year ended June 30, |
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| 2003, together
with the Directors' and Auditors' Reports thereon. |
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| 3. To approve the Dividend declared for the
year ended June 30, 2003 |
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| 4. To appoint Auditors of the Company and
fix their remuneration. |
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| 5. To transact any other business with the
permission of the Chairman. |
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| BY ORDER OF
THE BOARD |
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| (MOHAMMAD AMIN
SHEIKH) |
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| Dated: October
07, 2003
Company Secretary |
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| NOTES: |
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| 1. Share Transfer Books of the Company
will remain closed
from October 24 to October 30, 2003 |
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| (both days
inclusive). Transfers received in order upto the close of business on October
23, 2003 at |
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| the Corporate
Office of the Company at AI-Khair House, 43-T, Gulberg II, Lahore will be
entitled to |
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| voting rights
at the Annual General Meeting and entitled to dividend. |
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| 2. A member of the Company entitled to
attend and vote at the meeting may appoint another member |
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| as his/her
proxy to attend and vote. Votes may be given personally or by proxy or by
Attorney or in |
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| case of a
Corporation by representative. The instrument of proxy duly executed should
be lodged |
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| at the
Corporate Office of the Company at AI-Khair House, 43 - T, Gulberg II, Lahore
not later than |
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| 48 hours
before the time of meeting. |
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| 3. Filing of declaration for exemption of
Zakat. Members are requested to file their declaration under the |
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| Zakat and Ushr
Ordinance, 1980 on non-judicial Stamp Paper of Rs. 20/- for exemption of
Zakat, if |
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| desired. |
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| 4. Members are requested to notify the
change in their address, if any, immediately. |
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| DIRECTORS'
REPORT TO THE MEMBERS |
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| The directors
of your company feel pleasure in presenting 13th annual report together with the audited accounts and
auditors report thereon for |
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| the year ended
June 30, 2003. |
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| Operations
Review |
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| The start of
sales to Afghanistan & CIS countries has enabled the Company to raise its
activities to make the project viable. The withdrawal of |
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| exemptions by
the Government had very badly effected the Industry situated at Gadoon Amazai
Industrial Estate but the opening of |
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| Afghanistan
market has slightly improved the situation. We are expecting an increase in
the volume of production and sales in the coming year. |
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| The overall
general economic recession is making it difficult for the company to improve
its sales in the International market as well as in local |
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| market but the
Company's aggressive marketing strategy is accelerating the activities by
improving the production, revenue and export as well. |
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| Subsidiary
Company |
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| The subsidiary
company M/s AI-Khair Mirpur (Pvt) Limited has also slightly improved its
sales. The economic and political conditions of |
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| Pakistan have
restrained the Company to boost its activities but a reduction in mark-up
rates has improved the financial results of the |
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| Company. The
sales has been increased from Rs. 261 (m) to 281 (m). The instability of raw
material prices in international market has adversely |
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| effected the
operations. The profit before charging taxes is Rs. 11.741 (m) as against Rs.
6.473 (m) during the year. |
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| Financial
Results |
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| During the
year under review, the positive improvement in operations of the Company has
resultantly raised the expenses as well, but the rise |
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| in expenses is
reciprocated by the reduction in financial costs. The profit for the year
ended June 30, 2003 after providing for taxation is as |
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| follows:- |
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| Net Profit
after taxation provision |
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Rs. 1,596,413 |
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| Un-appropriated
profit brought forward |
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Rs. 6,819,487 |
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| Profit
available for appropriations |
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Rs.8,415,900 |
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| Cash Dividend
of Re. 0.5 per share of Rs. 10 each |
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Rs.5,000,000 |
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| Un-appropriated
profit carried forward to balance sheet |
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Rs. 3,415,900 |
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| The earning
per share before taxation provision works out to Rs. 0. 24 per share. |
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| Gratuity
Scheme |
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| A non funded
gratuity scheme has been maintained and provision has been made in accounts
accordingly. |
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| Board Meetings |
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| The Board
comprises of three executive and four non-executive directors. All the
directors take active part in the management affairs of the |
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| Company.
During the year eight board meetings were held and attended as follows:- |
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| Mr. Umer Hayat
Sheikh |
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Mohammad Saeed Sheikh |
8 |
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| Mohammad Afzal
Sheikh |
8 |
Mohammad Amin Sheikh |
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| Sheikh Pervaiz
Afzal |
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Mian Mazhar Iqbal |
8 |
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| Mr. Nadeem
Afzal Sheikh |
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| Code of
Corporate Governance |
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| The Securities
and Exchange Commission of Pakistan in assistance with the Institute of
Chartered Accountants of Pakistan formulated a Code |
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| of Corporate
Governance . The compliance of Corporate Governance is annexed. |
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| Auditors |
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| The present
auditors M/s Tahir Siddiqi & Co., Chartered Accountants retire and being
eligible offer themselves for re-appointment. |
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| Pattern of
Shareholding |
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| The pattern of
shareholding of the company is annexed. |
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| Staff and
Organization |
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| The board of
directors recognizes the efforts of all the executives and employees of the
Company in making efforts to the progress during the |
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| year and
hopeful for future growth with existing team. |
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| ON BEHALF OF
THE BOARD |
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| UMER HAYAT
SHEIKH |
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| Lahore:
October 07, 2003
Chairman |
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| CORPORATE
GOVERNANCE AND STATEMENT OF |
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| COMPLIANCE
WITH BEST PRACTICES OF CORPORATE GOVERNANCE |
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| CORPORATE
GOVERNANCE |
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| Statement of
Directors responsibilities |
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| The Board is
committed to follow the code of Corporate Governance to maintain high quality
standards of |
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| good corporate
governance. The Company is complying with the provisions of the code as set
out by the |
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| Securities and
Exchange Commission of Pakistan. |
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| There has been
no material departure from the practices of code of corporate governance as
detailed in |
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| listing regulations. |
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| a) Presentation of Financial Statements |
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| The financial
statements, prepared by the management of the Company, fairly present |
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| company's
state of affairs, the results of its operations, cash flows and changes in
equity. |
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| b) Books of Accounts |
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| The company
has maintained proper books of accounts. |
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| c) Accounting Policies |
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| Appropriate
accounting policies have been consistently applied in preparation of
financial |
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| statements. |
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| d) Application of International Accounting Standards |
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| International
Accounting Standards, as applicable in Pakistan have been followed in |
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| preparation of
Financial Statements. |
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| e) Internal Control Systems |
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| The system of
internal control is sound in design and has been effectively implemented and |
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| monitored. |
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| f) Going Concern |
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| There is no
doubt about the company's ability to operate in foreseeable future. |
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| g) Audit Committee |
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| An audit
committee was established to assist the board of directors to discharge its |
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| responsibilities
for Corporate Governance, reporting requirements and internal controls. The |
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| committee
comprises of 3 non executive directors including the chairman of the
committee. |
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| The audit
committee is responsible for design and implementation of sound internal
controls |
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| of the
Company. The reviewing of financial reports, internal audit and assistance in
external |
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| audit are also
the main functions of the Committee. |
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| Statement of
Compliance with Corporate Governance |
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| The Company is
in process of implementation of the Code of Corporate Governance issued by
the Stock |
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| Exchanges and
stated that the provisions of the Code, relevant for the year ended June 30,
2003, have |
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| been complied
with. |
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| UMER HAYAT
SHEIKH |
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| Lahore:
October 07, 2003
Chairman |
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| REVIEW REPORT
TO THE MEMBERS ON STATEMENT OF COMPLIANCE WITH |
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| BEST PRACTICES
OF CODE OF CORPORATE GOVERNANCE |
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| We have
reviewed the statement of compliance with the best practices contained in the
Code of |
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| Corporate
governance prepared by the Board of Directors of AI-Khair Gadoon Limited to
comply with the |
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| Listing
Regulation No. 37 of the Karachi Stock Exchange, Chapter No. XIII of the
Listing Regulations of |
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| the Lahore
Stock Exchange and Chapter XI of the Listing Regulations of Islamabad Stock
Exchange |
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| where the
Company is listed. |
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| The
responsibility for compliance with the Code of Corporate Governance is that
of the Board of Directors |
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| of the
Company. Our Responsibility is to review, to the extent where such compliance
can be objectively |
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| verified,
whether the Statement of Compliance reflects the status of the Company's
compliance with the |
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| provisions of
the Code of Corporate Governance and report if it does not. A review is
limited primarily to |
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| inquire of the
Company personnel and review of various documents prepared by the Company to
comply |
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| with the Code. |
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| As part of our
audit of financial statements we are required to obtain an understanding of
the accounting |
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| and internal
control systems sufficient to plan the audit and develop an effective audit
approach. We |
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| have not
carried out any special review of the internal control system to enable us to
express an opinion |
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| as to whether
the boar's statement on internal control covers all controls and the
effectiveness of such |
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| internal controls. |
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| Based on our
review nothing has come to our attention which causes us to believe that the
statement of |
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| Compliance
does not appropriately reflect the Company's compliance, in all material
respects, with the |
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| best practices
contained in the Code of Corporate Governance. |
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| Tahir Siddiqi
& Co. |
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| Lahore:
October 08, 2003
Chartered Accountants |
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| (A member firm
of BR Int'l) |
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| AUDITORS
REPORT TO THE MEMBERS |
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| We have
audited the annexed balance sheet of AL-KHAIR GADOON LIMITED as at June 30,
2003 and |
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| the related
profit and loss account, cash flow statement and statement of changes in
equity together with |
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