Buxly Paints Limited - Annual Reports 2003

BUXLY PAINTS

Annual Report 2003

CONTENTS

COMPANY INFORMATION

Board of Directors:

Mr. Mohammad Saeed

Chairman

Mr. Yusuf Babar Khan

Managing Director & Chief Executive

Mr. H. P. Kotwal

Mr. Salman Tarik Kureshi

Mr. Sheikh Ajaz Majid

Mr. Shahid Anwar

Mr. John Wilson

Mr. Adnan A. Kehar

Mr. Jamal Khurshid (Alternate to Mr. Sheikh Ajaz Majid)

Audit Committee:

Mr. H. P. Kotwal Chairman

Mr. Salman Tarik Kureshi

Mr. Adnan A. Kehar

Company Secretary:

Mr. Mohammad Shabbir

Auditors:

Ford Rhodes Sidat Hyder & Co.

Chartered Accountants

Legal Advisor:

Mr. Abdus Samad

Bankers:

American Express Bank Limited

Muslim Commercial Bank Limited

PICTC Commercial Bank Limited

Bank Alfalah Limited

Habib Bank Limited

National Bank of Pakistan

Bank Al-Habib Limited

Registered Office:

X/3, Manghopir Road, SITE, Karachi-75700.

Factory:

X/3, Manghopir Road. SITE, Karachi-75700.

Web SITE Address:

http://www.buxly.com

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Forty-Ninth Annual General Meeting of the shareholders of Buxly Paints Limited, Karachi will

be held at the Registered Office of the Company at X/3, Manghopir Road, SITE, Karachi-75700, on Thursday October 23, 2003

at 3:00 p.m. to transact the following business:

Ordinary Business:

1. To confirm the minutes of the 48th Annual General Meeting held on Wednesday, October 23, 2002.

2. To receive and consider the audited Balance Sheet and Profit & Loss Account together with the Directors' and Auditors'

Report thereon for the year ended June 30, 2003.

3. To approve the payment of final dividend of Rs. 1.25 per share (12.5%) for the year ended June 30, 2003 as recommended

by the Directors.

4. To appoint Auditors and fix their remuneration. The retiring auditors M/s. Ford Rhodes Sidat Hyder & Co., Chartered

Accountants, have offered themselves for re-appointment.

Special Business:

i. To approve the remuneration of the Chief Executive of the Company,

ii. To Amend the Articles of Association:

Statement under section 160(l)(b) of the Companies Ordinance 1984 and draft resolutions as required under section

164(1) of the Companies Ordinance 1984, pertaining to the special business referred to above are annexed.

By Order of the Board

Karachi. Mohammad Shabbir'

September 29, 2003 Company Secretary

Note:

1. The Share Transfer Books of the Company will remain closed from Monday, October 13, 2003 to

Saturday, October 25, 2003, both days inclusive. No transfers will be admitted/registered after 1:00 p.m. on

Saturday, October 11, 2003.

2. Any member of the Company entitled to attend and vote may appoint a Proxy to attend and vote instead of him/her. Proxies

must be received at the registered office of the Company not less than 48 hours before the meeting.

3. Any individual Beneficial Owner of CDC, entitled to attend and vote at this meeting, must bring his/her NIC or Passport

to prove his/her identity and in case of Proxy must enclose an attested copy of his/her NIC or Passport. Representative

of corporate members should bring the usual documents required for such purpose.

4. Shareholders are requested to notify the Company of any change in their addresses immediately.

* STATEMENT UNDER SECTION 160 OF THE COMPANIES ORDINANCE 1984

Material facts concerning the Special Business to be transacted at the Annual General Meeting and the proposed Resolutions

as per section 164(l)b of the Companies Ordinance 1984.

1. Remuneration of the Chief Executive:

The Board of Directors of the Company at its meeting held on September 25, 2003 has approved and recommended the

remuneration of the Chief Executive as advised to the members through Company's letter dated September 29, 2003, and

the following resolution is now passed.

"Resolved that the remuneration of the Chief Executive as fixed by the Board of Directors, under clause 78 of the Company's

Articles of Association, in its meeting held on September 25, 2003, with effect from July 01, 2003:

1. Basic Salary Rs. 572,400 per annum.

2. House Rent Allowance 45% of Basic Salary.

3. Utilities Allowance 10% of Basic Salary.

4. Retirement Benefits Rs. 47,700 per annum.

5. Perquisites Rs. 224,190 per annum.

He will also be entitled to medical expenses at actual, Company maintained car and 7.5% of Company's profit after tax

for the year ending June 30, 2004 be and is hereby approved".

2. Resolved that clause 88 of the Articles of Association of the Company be and is hereby to be read as follows:

88. "The remuneration of Directors shall from time to time be determined by the Company in General Meeting. The

remuneration paid for attending meetings of the Board to persons other than the regularly paid Chief Executive and

full time working Directors shall be fixed as determined by the Board of Directors".

CHAIRMAN'S REVIEW

It is my privilege and pleasure to welcome you to this 49th Annual General Meeting and to present to you the report on the

performance of your company for the year ended June 30, 2003.

Sales volumes are up and Gross Profit Margin showed further improvement over the previous year. Administrative expenses

were curtailed but as indicated in my previous year's report, in order to redefine and a chalk out fresh and aggressive marketing

strategy, selling expenses were substantially increased. The years ahead will bring positive result out of this investment.

Happily, the financial charges continued to go down and the Balance Sheet is healthier than the previous year. Accordingly, a

dividend of 12.5% is being distributed. The trend so established must continue over the years to come.

You will be pleased to know that your Company has made in-roads into.South Korea and Australia. And although the volumes

were not large, there exist definite growth possibilities and we hope to exploit this opportunity in a bigger way the following

year.

I take this opportunity of expressing my deep appreciation of the dedicated efforts of the executives and the employees alike

due to which your company has turned the corner.

May Allah bless you.

Mohammad Saeed

Chairman

Karachi

September 25, 2003

DIRECTORS' REPORT TO THE SHAREHOLDERS

The Directors are pleased to submit the Annual Report of your Company alongwith the Audited Accounts and the Auditors'

Reoort thereon for the vear ended June 30. 2003. Financial results are as follows:

June 30,

2003

2002

Financial Results:

(Rupees in 000)

(Restated

Profit before taxation

3,335

13,559

Less: Taxation

Current for the year

734

1,377

Deferred

823

-1,870

1,557

-493

Net Profit for the year

1,778

14,052

Add:

Effect of change in accounting policy with respect to incremental

depreciation charged during the year

207

229

Surplus on revaluation of fixed assets realised during the

year on disposal of fixed assets

1,733

13,157

1,940

13,386

3,718

27,438

Unappropriated profit/( accumulated losses) brought forward

14,400

-11,598

Profit available for appropriation

18,118

15,840

Appropriation

Proposed dividend @ 1 2.5% (Rs. 1 .25 per ordinary share of Rs. 10

[2002: 10% (Re. 1 per ordinary share of Rs. 10)]

1,800

1,440

Unappropriated Profit carried forward

16318

14.4

1. Board of Directors:

The Board of Directors currently comprises a non-executive Chairman, Chief Executive/Managing Director and six non-

executive Directors.

2. Board of Directors' Meeting:

During the year five meetings of the Board of Directors were held. Details of attendance by each member of the Board

are as follows:

Name of Director

Attendance

Mr. Mohammad Saeed

Mr. Yusuf Babar Khan

Mr. H. P. Kotwal

Mr. Shahid Anwar

Mr. Salman Tarik Kureshi

Mr. John Wilson

Mr. Jamal Khurshid (Alternate to Mr. Sheikh Ajaz Majid)

Mr. Adnan A. Kehar

3. Pattern of Shareholding:

A statement showing the Pattern of shareholding appears at page No. 38.

4. Earning per Share:

Earning per share is Rs. 1.23 (2002: Rs. 9.76)

5. Auditor:

The retiring Auditors Messrs Ford Rhodes Sidat Hyder & Co., Chartered Accountants being eligible, offer themselves

for reappointment. The Audit Committee of the Company has recomended their appointment, which is endorsed by

the Board.