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| DATA AGRO
LIMITED |
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| Annual Reports
2003 |
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| Company
Information |
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| Notice of Meeting |
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| Directors'
Report Including Corporate Governance |
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| Key Operating
& Financial Data |
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| Auditors'
Compliance Review Report |
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| Statement of
Ethics & Business Practices |
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| Auditors' Report |
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| Balance Sheet |
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| Profit &
Loss Account |
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| Cash Flow
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| Statement of
Changes in Equity |
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| Notes to the
Accounts |
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| Pattern of
Share Holding |
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| COMPANY
INFORMATION |
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| Chief Executive: |
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Mr. Faaiz Rahim Khan |
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| Directors: |
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Mr. Umar Sadik |
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Mr. Shamim Ahmad Khan |
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Mr. Muhammad Ayub Khan |
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Mr. Asif Rahim Khan |
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Mrs. Badar Hussain |
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Mr. Sohail Ahmad Khan |
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| Company
Secretary: |
Mr. Usman Khalil |
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| Audit
Committee: |
Mr. Faaiz Rahim Khan (Chairman) |
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Mr. Shamim Ahmad Khan (Member) |
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Mr. Muhammad Ayub Khan (Member) |
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| Auditors: |
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M/s Mansha Mohsin Dossani Khan & Co. |
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Chartered Accountants |
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3rd. Floor Sharjah Centre, |
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62-Shadman Market, Lahore. |
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| Bankers: |
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Al-Baraka Islamic Bank B.S.C. (E.C.) |
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Habib Bank Limited |
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Allied Bank of Pakistan Limited |
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The Bank of Punjab |
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Muslim Commercial Bank Ltd. |
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PICIC Commercial Bank Ltd. |
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| Legal Advisor: |
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Ashtar AN & Associates |
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| Registered
Office: |
3-A, Race View, Jail Road, |
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Lahore. |
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| Factory: |
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Khanewal -Kabirwala Road, |
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District Khanewal. |
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| NOTICE OF
ANNUAL GENERAL MEETING |
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| Notice is
hereby given that the 11th Annual General Meeting of Shareholders of Data Agro |
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| Limited will
be held on Friday, October 31, 2003 at 11.00 A.M. at the Registered Office of
the |
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| company at 3-A,
Race View, Jail Road,
Lahore to transact the following
business: |
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| 1. To confirm the minutes of the 10th Annual
General Meeting held on December 31, 2002. |
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| 2. To receive and adopt the Audited Accounts
of the company along with Directors and |
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| Auditors
reports thereon, for the year ended June 30, 2003. |
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| 3. To appoint Auditors of the company for the
year ending June 30, 2004 and to fix their |
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| remuneration.
The retiring Auditors M/s Mansha Mohsin Dossani Khan & Company |
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| (Chartered
Accountants), being eligible has offered themselves for re-appointment. |
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| 4. Any other business with the permission of
the chair. |
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| The Share
Transfer Books of the Company
will remain close from October 28, 2003 |
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| to November
03, 2003 ( both days inclusive ). |
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| BY ORDER OF
THE BOARD |
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| (USMAN KHALIL) |
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| Company
Secretary |
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| Lahore |
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| September 30,
2003. |
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| NOTES: |
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| (a) A member entitled to attend and vote at the
above meeting may appoint another as |
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| proxy. Proxies
in order to be effective must be received at the Registered Office of the |
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| Company
not later than forty eight hours
before the time of meeting must be duly |
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| stamped,
signed and witnessed. |
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| (b) Members are requested to notify the Company
of any change in their addresses. |
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| DIRECTOR'S
REPORT |
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| The Directors
of your company are pleased to present the 11 * annual report alongwith the
audited accounts for |
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| the year ended
June 30,2003. |
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| Performance
Review |
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| In this year
the company has processed seeds of cotton, wheat, paddy etc. There is an
increase in the capacity |
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| utilization as
compared to last year. The company has also processed 2378 Metric Tons of
seeds of third parties |
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2003 |
2002 |
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(Metric Tons) |
(Metric Tons) |
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| Production |
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424 |
331 |
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| Financial
Results |
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| The summary of
the financial results is being furnished hereunder for a quick glance. |
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2003 |
2002 |
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(Rupees) |
(Rupees) |
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| Sales |
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20,974,064 |
20,403,341 |
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| Cost of Sale |
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17,086,460 |
16,490,176 |
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| Gross Profit |
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3,887,604 |
3,913,165 |
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| Less: |
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| Operating
Expenses |
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4,759,130 |
4,578,814 |
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| Financial
& Other Charges |
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33,871 |
326,788 |
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| Other Income |
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120,099 |
279,709 |
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| Taxation |
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248,536 |
112,483 |
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| Profit/ (Loss)
after Taxation |
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-1,033,834 |
-825,211 |
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| In the
previous years the main activity of the company was to produce cotton and
wheat seed. The overall |
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| performance of
the Cotton Seed Industry was subdued over the past three years due to a
number of reasons. To |
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| overcome this
disappointing growth of industry, the management has taken concrete steps to
enhance its |
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| operational
activities and at the same time bring in diversification in its products. |
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| During the
period under review, your company has done well even though sale price of
products did not rise as |
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| was earlier
predicted. The Company has sold delinted cotton seed, Fuzzy cotton seed and
wheat seed besides |
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| harvesting of
Wheat and Rice crops. The company has also processed seeds of third parties.
On account of |
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| diversification,
we have started commercial production of our hybrid corn seed after its
successful trial |
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| production.
Expenses incurred on the production of hybrid corn seed and maintenance of
harvesters decreases |
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| the
profitability of the company. Further outcome of Hybrid corn seed will be
reflected in the next quarter. |
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| We have
further decreased the debt burden by Rs. 6 million with the aid of interest
free loan. The debt equity and |
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| current ratio
of the company has improved tremendously . The capacity utilization is still
low and needs to be |
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| increased. We
want to attain the capacity utilization slowly without taking any fresh loans
from external sources |
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| and without
compromising quality standards. These steps have been taken in order to
reduce the financial cost |
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| on the company. |
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| Earning
pershare |
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| Earning per
share of Rs. 10/- each is Rs. (0.26) as compared to Rs. 0.21 last year. |
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| Code of
Corporate Governance |
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| The Board has
adopted the Code of Corporate Governance, which was recently inserted in the
listing |
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| <egulations
of the Stock Exchanges as directed by the Securities & Exchange
Commission of Pakistan. As |
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| required by
the Code, it is stated that: |
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| 1. The financial
statements prepared by the management present
fairly the company's state of |
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| affairs, the
result of its operations, cash flows and changes in equity. |
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| 2. Proper books of accounts have been
maintained. |
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| 3. Appropriate accounting policies have
been consistently applied in preparation of financial |
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| statements. |
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| 4. International Accounting Standards, as
applicable in Pakistan have been followed in |
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| preparation of
financial statements. |
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| 5. The system of internal control is sound
in design and has been effectively implemented and |
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| monitored. The
process of review will continue and any weakness in controls will be |
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| reviewed. |
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| 6. The company has followed the best
practices of Corporate Governance, as detailed in the |
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| listing
regulations wherever possible. |
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| 7. An Audit Committee has been formed
consisting of one executive and two non-executive |
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| directors. (1)
Mr. Faaiz Rahim Khan (2) Mr. Muhammad Ayub Khan (3) Mr. Shamim Ahamd |
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| Khan. |
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| 8. Key operating and financial data of
last six years is annexed. |
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| 9. During the year four board meetings
were held. Attendance by each director is as follws: |
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| Name of
Directors |
Number of Board |
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Leave Granted |
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Meetings Attended |
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| Mr. Faaiz
Rahim Khan |
5 |
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| Mr. Umar Sadik |
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5 |
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| Mr. Asif Rahim
Khan |
3 |
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2 |
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| Mr. Shamim
Ahamd Khan |
4 |
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| Mr. Muhammad
Ayub Khan |
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| Mr. Sohail
Ahmad Khan |
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| Mrs. Badar
Hussain |
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| 10. The Company has not declared any dividend
due to operational losses. |
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| Future Outlook |
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| Our major
focus for the next year is capacity utilization without compromising quality
and seeking further |
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| diversification
in our products. After the successful production of hybrid corn seed, our
team of technical experts |
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| is now engaged
in producing our own organic fertilizer and micronutrients. The resulting
products will enable |
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| greater yield
to crops and enhance fertility to the land. We hope that our diversification
strategy will bring |
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| promising
results foryourcompany. |
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| In the next
quarter we are aiming to harvest basmati rice, processing and sale of wheat
seed and purchase of |
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| cotton seed
for delinting. |
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| The management
has raised additional funding of Rs. 4.500 million aggregating it to Rs.
39.879 million (interest |
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| free
director's loan) (2002: Rs. 35.378 million). These funds have been utilized
in retirement of interest bearing |
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| debts.
Moreover, positive equity of Rs. 6.228 million and working capital of Rs.
3.548 million reflects the |
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| turnaround
position of Company's financial health. |
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| Auditors |
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| The present
Auditors Messrs. Mansha Mohsin Dossani Khan & Company, Chartered
Accountants, retired and |
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| being
eligible, offers themselves for reappointment. |
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| Pattern of
Shareholding |
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| A statement
showing pattern of Shareholding in the company is attached. |
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| Acknowledgment |
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| I want to
thank our employees, customers and suppliers for their continued support and
faith in the company. All |
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| our
shareholders must closely examine the results and see that we are making
progress in the right direction. I |
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| would like to
express our gratitude to share holders who have patiently waited forthe
revival of the company. |
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| Lahore
FAAIZ RAHIM KHAN |
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| September
19,2003
Chief Executive |
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| KEY OPERATING
AND FINANCIAL DATA FOR THE LAST SIX YEARS |
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| BALANCE SHEET |
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| Capital &
Liabilities |
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2003 |
2002 |
2001 |
2000 |
1999 |
1998 |
1997 |
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Rupees |
Rupees |
Rupees |
Rupees |
Rupees |
Rupees |
Rupees |
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| Share Capital
& Reserves |
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| Authorised
Capital |
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| 5,000,000
Ordinary Shares of Rs. 10 |
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| each fully
paid in cash |
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50,000,000 |
50,000,000 |
50,000,000 |
50,000,000 |
50,000,000 |
50,000,000 |
50,000,000 |
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| Issued,
Subscribed and Paidup Capital |
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| 4,000,000
Ordinary Shares of Rs. 10 |
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| each fully
paid in cash |
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40,000,000 |
40,000,000 |
40,000,000 |
40,000,000 |
40,000,000 |
40,000,000 |
40,000,000 |
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| Accumulated
Profit/ (Loss) |
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-66,731,151 |
-65,697,317 |
-64,872,106 |
-65,748,941 |
-59,472,615 |
-34,941,541 |
-41,517,000 |
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-26,731,151 |
-25,697,317 |
-24,872,106 |
-25,748,941 |
-19,472,615 |
-5,058,459 |
-1,517,000 |
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| Surplus on
Revaluation of Fixed Assets |
32,959,224 |
32,959,224 |
32,959,224 |
32,959,224 |
32,959,224 |
32,959,224 |
32,959,000 |
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| Redeemable
Capital |
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3,500,758 |
9,500,758 |
15,500,332 |
30,167,254 |
49,310,738 |
9,788,000 |
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| Liabilities
against Assets subject of Finance Lease |
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1,520,120 |
3,420,356 |
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| Long Term
Loans |
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39,878,943 |
35,378,943 |
31,378,943 |
28,878,943 |
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11,634,000 |
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| Current
Liabilities ^^ |
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8,296,064 |
10,365,945 |
12,792,399 |
13,815,569 |
41,631,639 |
13,890,519 |
67,936,000 |
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| Short Term
Running Finance |
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4,382,042 |
3,452,330 |
54,829,000 |
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| Redeemable
Capital |
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3,500,758 |
6,000,000 |
6,000,000 |
6,000,000 |
27,030,906 |
5,342,661 |
1,912,000 |
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| Liabilities
against assets subject to Finance Lease |
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1,520,120 |
2,375,147 |
1,899,644 |
- |
322,000 |
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| Advances and
Deposits |
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426,778 |
190,728 |
189,728 |
2,123,109 |
3,403,319 |
211,653 |
26,000 |
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| Creditors,
Accrued & Other Liabilities |
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4,253,192 |
4,062,734 |
4,949,076 |
3,182,499 |
4,865,639 |
4,883,875 |
10,847,000 |
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| Provision for
Taxation |
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115,336 |
112,483 |
133,475 |
134,814 |
50,089 |
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54,403,080 |
56,507,553 |
61,759,218 |
66,925,247 |
88, |