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| Bawany Sugar
Mills Limited |
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| Annual Report
2003 |
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| CONTENTS |
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| Company Profile |
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| Notice of Meeting |
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| Directors' Report |
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| Pattern of
Shareholding |
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| Vision /
Mission Statements |
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| Statement of
Ethics & Business Practices |
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| Six Years Data
At A Glance |
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| Statement of
Compliance with the Best Practices of 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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| Statement of
Changes in Financial Position (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 |
MR. MUHAMMAD DIN |
Chief Executive |
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MR. QAZI AMJAD ABID ABBASAI |
Director |
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MR. M. ARSHAD MIRZA |
Director |
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MRS. HUSNA AMJAD QAZI |
Director |
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MR. SHAMAS-UD-DIN KHAWAJA |
Director |
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MR. ABDUL HUSSAIN BULEDI |
Director |
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MR. MUHAMMAD ASHIQ |
Director |
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MR. ANSAR HUSSAIN |
Director (S.L.I.C.) |
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MR. MUHAMMAD ABDUL SAMAD |
Director (N.I.T.) |
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| AUDIT
COMMITTEE |
MR. M. ARSHAD MIRZA |
Chairman |
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MR. MUHAMMD ASHIQ |
Member |
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MRS. HUSNA AMJAD QAZI |
Member |
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| CHIEF
FINANCIAL OFFICER & |
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| COMPANY
SECRETARY |
MR. MUHAMMAD BAQIR JAFFERI |
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| AUDITORS |
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M/S. HYDER BHIMJI & CO. |
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CHARTERED ACCOUNTANTS |
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| COST AUDITORS |
M. ISHAQUE & COMPANY |
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COST & MANAGEMENT ACCOUNTANT, KARACHI. |
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| LEGAL ADVISOR |
MR. MUHAMMAD SALIM THEPDAWALA & CO. |
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| REGISTERED
OFFICE |
BANK HOUSE NO. 1, |
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3RD FLOOR, HABIB SQUARE, |
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M. A. JINNAH ROAD, |
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P.O.BOX NO. 4178, |
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KARACHI-74000 |
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| FACTORY |
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AHMED NAGAR |
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TALHAR: |
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(DISTT. BADIN) SINDH. |
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| NOTICE OF
MEETING |
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| Notice is
hereby given that the 39th Annual General Meeting of the Company will be held
on |
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| Wednesday,
28th January 2004 at 12.00 noon at the Registered Office at 3rd Floor, Bank
House |
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| No. 1, Habib
Square, M.A. Jinnah Road, Karachi to transact the following business:- |
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| 1. To confirm the minutes of the 38th
Annual General Meeting held on 05-03-2003. |
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| 2. To receive, consider and adopt the
Director's Report, Audited Accounts of the Company |
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| and
Auditor's Report thereon for the year ended 30th
September 2003. |
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| 3 To appoint Auditors and fix their
remunreration. Present auditors M/s. Hyder Bhimji & Co. |
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| Chartered
Accountant, retire and did not offer for re-appointment in view of rotation |
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| requirements
of Code of Corporate Governance being part of listing regulation of Karachi |
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| Stock
Exchange. Aduit Committee have, recommended the name of M/s. Gardezi &
Co. |
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| Chartered
Accountant for appointment in place of retiring auditors, for consideration
in the |
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| A.G.M. |
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| 4. To transact any other business that
may be brought forward with permission of the Chairman. |
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| BY ORDER OF
THE BOARD |
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| (MUHAMMAD
BAQIR JAFFERI) |
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| Company
Secretary |
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| Karachi the
Dated 31st December 2003 |
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| NOTES: |
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| 1. The Share Transfer Books of the
Company will remain closed from 20-01 -2004 to 28-01- |
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| 2004 (both
days inclusive). |
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| 2. A member entitled to attend and
vote at the Annual General Meeting is entitled to appoint |
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| a proxy to
attend and vote on his behalf. Form of proxies in order to be valid must be |
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| received at
registered office of the company 48 hours before the time of the meeting. A |
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| proxy must be
a member of the company. |
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| 3. Shareholders are requested to
notify any change in address immediately. |
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| 4. Kindly quote your folio number in
all correspondence with the Company. |
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| DIRECTORS'
REPORT |
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| In The Name of
Allah, The Most Gracious, The Most Merciful. |
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| Dear Members
Assalam-e-Alekum, |
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| On the behalf
of the Board of Directors, it is my privilege to present 39th Annual Report
and Audited Financial Statements |
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| together with
auditors report thereon for the year ended 30th September 2003. |
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| GENERAL |
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| Periodic
Quarterly Directors Reports with Unaudited / Reviewed Accounts of the Company
have already covered a significant |
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| portion of the
present report and major aspects of the operational and financial activities
of the Company. |
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| By virtue of
it is being wholly agro-based sugar industry is destind to play a role of
catalyst in growth and development of |
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| the economy.
Now this industry is passing through a critical phase. At present, only a
handful of the Mills are generating profit, |
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| while the
majority of the mills are suffering losses, some are incurring huge unberable
losses, which would choke their existence. |
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| Your mill is
also one of the Mills, which is very strongly fighting the odds. |
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| Sugar Industry
in passing through critical situation however in Punjab the Industry has been
able to keep up with the crisis, |
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| as there is
ample sugarcane crop due to water avaiiablility, higher sugar price by about
Re. I/- per kg compared to Sindh and |
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| lower
sugarcane price fixed by the Punjab Government. The shortage of sugar in
Punjab has almost diminished Previously, |
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| Sindh was a
net exporter of sugar, this has not changed but the export of sugar has been
limited to new Punjab areas and buying |
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| by TCP and
direct/indirect exports to Afghanistan. Government of Sindh has positively
responded to the problems of Sindh |
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| Sugar
Industry. There were certain concessions announced by the Government during
the reporting Season 2002-2003, wherein |
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| sugarcane
price was fixed at Rs. 43/- with split of payment in two parts i.e. Rs. 40/-
to be paid at the time of delivery of |
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| sugarcane and
Rs. 3/- to be paid after the season was over. The issue of Quality Premium is
under litigation at Supreme Court, |
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| the Industry
contesting Q.P. being not payable. |
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| The Company is
also facing litigation with Banks/DFIs. However, the company has applied to
the Committee for Revival of |
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| Sick
Industrial Units for restructuring and also applied to all the Banks/DFIs for
availing the benefits offered under SBP |
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| Circular BPD
29 of October 15, 2002. Company's management is hopeful for a favourable
outcome from the above forums, |
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| which would
give the company substantial leverage to overcome its financial difficulties
and to become a viable unit. |
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| The District
Badin has become prone to calamities. In last four years Badin has
experienced floods, draughts, earthquake and |
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| cyclone. There
was an unprecedented flood in Badin during end July beginning August 2003.
Which caused heavy losses to |
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| lives and
properties. |
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| The company
has fought all difficulties against its existence and valiantly being able to
survive. Company has arranged financial |
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| resources to
operate the mill from unconventional sources and kept itself as a going
concern. |
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| PERFORMANCE
REVIEW |
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| The operating
results of your Company for the season are as under: |
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2002-2003 |
2001-2002 |
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| Season started |
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22-12-2002 |
30-08-2001 |
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| Season closed |
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13-04-2003 |
28-03-2002 |
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| Days worked |
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113 |
179 |
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| Sugarcane
crushing |
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(Tons) |
399,158 |
214,211 |
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(Maunds) |
9,978,950 |
5,355,275 |
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| Sugar recovery |
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(%) |
9.53 |
8 |
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| Sugar production |
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(Tons) |
38,017 |
23,972 |
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| Molasses
recovery |
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(%) |
5.1 |
5.251 |
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| Molasses
production |
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(Tons) |
20,345 |
10,938 |
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| You will note
that the company has been able to produce more sugar due to availability
factor. Due to flood aftermath and late |
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| start of
season, the ensuing season seems to be less productive. |
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| FINANCIAL
RESULTS |
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2003 |
2002 |
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Rupees |
Rupees |
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| Sales |
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587,304,047 |
425,600,433 |
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| Less: Cost of
Sales |
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546,607,859 |
541,089,124 |
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| Gross
Profit/(Loss) |
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40,696,188 |
-115,488,691 |
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| Establishment
and Other |
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| Expenses |
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28,059,750 |
32,744,733 |
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| Selling and
Distribution Expenses |
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529,450 |
549,331 |
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28,589,200 |
33,294,064 |
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| Operating
Profit/(Loss) |
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12,106,988 |
-148,782,755 |
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| Other Income |
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13,785,294 |
577,557 |
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25,892,282 |
-148,205,198 |
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| Financial
Expenses |
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72,581,172 |
85,175,421 |
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| Other charges |
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25,099,273 |
24,347,254 |
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97,680,445 |
109,522,675 |
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| Loss before
taxation |
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-71,788,163 |
-257,727,873 |
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| Provision for
Taxation |
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7,663,480 |
5,928,394 |
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| Loss after
Taxation |
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-64,124,683 |
-251,799,479 |
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| Financial
results are better than previous year, your mills earned operating profit of
Rs. 12.106 million as compare to last |
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| season
operating loss of Rs. 148.782 million. Management is confident to get even
better figures from ensuing season. |
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| SEASON
2003-2004 |
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| This season
started in the third week of December 2003. However, we are hopeful for about
the matching crushing of last year, |
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| as upper sindh
areas have benefited from the rains. |
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| There is also
another positive factor, that of, sugarcane price, which has been reduced by
Rs. II- per Maund,
compared to last |
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| year's Rs.
43/- Government has also avoided notifying Q.P., which means there is
realization of the crisis in the Sugar Industry. |
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| Both the above
factors would benefit the industry to overcome losses. |
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| TCP has also
been given authorization to procure excess quantity of sugar to facilitate in
the financial difficulties of the sugar |
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| mills. These
steps would prove well for the Industry. |
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| HEALTH, SAFETY
AND ENVIRONMENT |
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| Appropriate
facilities existed for safeguarding the health of employees in accordance
with the Factories Act 1948 and National |
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| Environment
Quality Standard (N.E.Q.S.) for Sugar Industry. |
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| INFORMATION
TECHNOLOGY |
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| Improvement
and up-gradation of the existing instruments are being continuously made to
coupe with the requirements of |
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| technological
advancement in this field. |
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| AUDIT REPORT |
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| The Audit
Report for the year under review contains certain qualifications, which are
being addressed as follows: |
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| 1. We have achieved satisfactory production
results for the year ended 30th September 2003. Mills earned the gross profit |
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| of Rs,. 40.696
million & operating profit of Rs. 12.106 million but due to debt
servicing of huge financial & other charges |
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| of Rs. 97.680
million mills suffered the net loss of Rs. 64.124 million, we are in the
process of negotiation with the |
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| financial
institutions for rescheduling of liabilities and some amicable terms of
repayment. If we gets fruitful results of |
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| these
negotiations, which resulting a sufficic.it reductions in financials charges
& vise versa increase the profitability of |
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| the Company.
The Banks and DFIs takes into account our liquidity problem. Thus we are
hopeful for the withdrawal of |
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| litigaion by
the Banks and DFIs. |
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| 2. The trade debts are collectable from a
party M/s. Aebros (Pvt) Ltd. We have started recovery and have collected Rs. |
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| 680.00million
in the current financial year as reflected in note no. 18 of these financial
statements. We are optimistic to |
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| recover the
entire amount. |
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| 3. The other receivables represent amount
recoverable from M./s. Ebramin (Pvt) Ltd. and M/s. Kotri Trading Company. We |
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| have started
the recovery and have collected Rs. 7.2 million in the current financial
year. We would hopefully collect |
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| substantial
amount from these parties in the ensuing season. |
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| 4. We provided mark-up according to laon
agreements with Banks and DFIs. The difference of mark-up occurs due to |
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| execussive
rates and mark-up on mark-up charged by the banks as to exaggerate their
claim in the court of law. The |
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| difference
would be settled by our negotiation, which is in process, or by the court.
Besides as regards the confirmations |
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| from Banks and
DFIs, it is stated that usually when suit in filed the lendor avoids issuing
confirmation and the company |
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| cannot
influence Banks and DFIs in this matter. |
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| 5. The company faced serious financial
constraint in 1998 and came to position of shut down. The management was and
is |
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| determined to
keep the wheel running. None of the financial institutions were cooperating
in those crises. To overcome |
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| the then
financial problem, the company used the provident fund balance with the
connivance of Trustees and employees |
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| and destined
to payoff the liability as soon as the liquidity position is improved.
However, the company is adequately |
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| compensating the
fund for its
utilization as reflected
in note no.
27 of these financial
statements. |
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| BOARD OF
DIRECTORS |
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| There has been
no change so far in the Board of Directors since after 30th September, 2002. |
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| AUDITORS |
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| The present
auditors - M/s. Hyder Bhimji & Co. Chartered Accountants, retire and had
completed their tenure of five years |
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| as per clause
no. 37(Xi) of Code of Corporate Governance so they are not eligible for
reappointment. M/s. Gardazi & Co. |
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| Chartered
Accountant, Karachi has offered their services for the financial year
2003-2004. |
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| The Board's
Audit Committee has recommended their appointment for the ensuing year. |
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| CODE OF
CORPORATE GOVERNANCE |
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| The Company
has adopted the Code of Governnance promulgated by the Securities Exchange
Commission of Pakistan. We |
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