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Javedan Cement Limited
Annual Report 2003
CONTENTS
Corporate Information
Vision and Mission Statement
Notice of Annual General Meeting
Statement of Compliance
with Best Practices of Code of Corporate Governance
Directors' Report to the Shareholders
Key Operating and Financial Data for Last Six Years
Pattern of Shareholding
Auditor's Report to the Members
Balance Sheet
Profit and Loss Account
Statement of Changes in Financial Position
Statement of Changes in Equity
Notes to the Accounts
CORPORATE INFORMATION
BOARD OF DIRECTORS:
M.P. Gangwani
Chairman
Muhammad Aslam Chandio
Managing Director
Khalid Amin Qureshi
Tariq Kirmani
Ikram-ul- Haq Siddiqui
Mirza Khurshid Baig
Abdul Bari Khan
Sarosh Yousafi
COMPANY SECRETARY: Zamir Akhtar
BOARD AUDIT COMMITTEE: Mirza Khurshid Baig
Chairman
Ikram-ul-Haq Siddiqui
Member
Abdul Bari Khan
Member
Muhammad Hussain Shaikh
Secretary
STATUTORY AUDITORS: Syed Husain & Co.
Chartered Accountants
Karachi.
COST AUDITORS: Siddiqi & Co.
Cost & Management Accountants
Karachi.
BANKERS: United Bank Ltd.
Muslim Commercial Bank Ltd.
National Bank of-Pakistan
Habib Bank Ltd.
Allied Bank of Pakistan Ltd.
REGISTERED OFFICE: AI-Haroon 2nd Floor 10 Agha Khan-Ill Road,
Karachi-74400
Tel: 921 5281 -82
Fax: 921 5592
Email: javedancement@hotmail.com
javedancement@yahoo.com
WORKS: Manghopir.Karachi-75890
Tel: 6980026-6986913
Fax: 92-21-6946918
VISION & MISSION STATEMENT
"Javedan Cement Limited is committed to make sustained efforts towards optimum
utilization of its resources through good corporate governance for serving the
interests of all its stakeholders"
STRATEGIC GOALS
•       Efficient deployment of resources
•       Optimization of cost
•       Minimization of losses
•       Environmental protection
•       Quality Products
STATEMENT OF BUSINESS ETHICS
•       Transparency in transactions
•       Sound business policies
•       Judicious use of company's interest
•       Justice to all
•       Integrity at all levels
•       Compliance of laws of the land
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 41 st Annual General Meeting of Shareholders of Javedan Cement
Limited, Karachi, will be held at 11.00 am, on Wednesday, the 29th October, 2003, at Haji Abdullah
Haroon Muslim Gymkhana, Awan-e-Saddar Road, behind Shaheen Complex Karachi, in order to
transact the following business:
1.       To confirm the Minutes of the 40th Annual General  Meeting  held on Thursday, the
17th October 2002.
2.       To receive, consider and adopt the Audited Accounts of the Company for the year ended 30th
June 2003, together with the Report of Directors and the Auditors thereon.
3.       To appoint Auditors and fix their remuneration for the year ending 30th June 2004. M/s Syed
Husain & Co., Chartered Accountants, the retiring Auditors, being eligible have offered
themselves for re-appointment.
4.       To elect one Director representing minority shareholders in accordance with section 178 of
Companies Ordinance, 1984; and "Articles of Association" of the Company. The tenure of
retiring Director Mr. Ikram-ul-Haque Siddiqui will expire on 17.04.2004. The next term of Director
will be for a period of 3 years effective from 18.04.2004.
5.       Any other business with the permission of Chair.
By order of the Board
ZAMIR AKHTAR
Company Secretary
Karachi: 07th October, 2003.
NOTES:
1.        Article 89 of the "Articles of Association" of the Company provides that any person who seeks to contest
an election to the office of Director shall, whether he is retiring Director or otherwise, file with the Company,
not later than fourteen days before the date of the meeting at which elections are to be held, a notice of
his intention to offer himself for election as a Director provided that any such person may, at any time
before the holding of election, withdraw such notice. The consent should include a Declaration that he is
aware of his duties and powers under relevant law(s) and the Company's Memorandum & Articles of
Association and the Listing Regulations of Stock Exchange (s) and also submit his self-profile which may
include full name, address, NIC Number, Shareholders Folio Number, qualification, business or profession,
experience and also certify that he does not suffer from any disqualification under any of the Clauses of
Section 187 of the Companies Ordinance, 1984.
2.        A retiring Director shall be eligible for re-election under Article 111 of "Articles of Association" of the
Company.
3.        According to Article 78 of the "Articles of Association" of the Company, the qualification of a Director, shall
be his holding shares of the value of Rs. 50007- (Five Thousand Rupees) at least, in his own name,
provided that Directors representing interest holding the shares of the requisite value need not themselves
hold the qualification shares.
4.        The Share Transfer books of the Company will remain closed from 20.10.2003 to 29.10.2003 (both days
inclusive) to effect the transfer of shares, as at the close of business on 19.10.2003.
5.        Shareholders are requested to immediately notify the Company of change in their addresses, if any.
6.        Shareholders who have deposited their shares into Central Depository Company of Pakistan Limited
(CDC) are requested to bring their original NIC/Passport along with their account number and Participant's
ID Number in CDC for verification
7.        A member entitled to attend and vote at the meeting is entitled to appoint another member as his/her prpxy
to attend and vote instead of him/her. Proxies, in order to be effective must be received at the Registered
Office of the Company not less than 48 hours before the time appointed for the Meeting.
STATEMENT OF COMPLIANCE WITH THE BEST PRACTICES
OF CODE OF CORPORATE GOVERNANCE
In compliance with the code of corporate governance as contained in the listing regulations of Karachi
Stock Exchange for purpose of establishing frame-work of good corporate governance, the company
has applied the principles contained in the Code in the following manner:
1.       The seven Directors of the company are nominees of the Federal Government, National
Investment Trust and Investment Corporation of Pakistan and are directors in their capacity as
nominees of the respective organization. One Director represents the Minority shareholders.
2.       All the Directors of the Company are registered tax payers and none of them have made default
in payment of any loan to a banking company, a DPI or a NBFI.
3.       The Board has developed a mission statement. Overall corporate strategy and significance of
the company already exist in the shape of State Cement Corporation of Pakistan's accounting
manual and system of budgetary control. The statement of Ethics & Business Practices has also
been prepared and signed by employees of the company.
4.       The meetings of the Board were presided over by the Chairman and the Board met at least once
in every quarter for approval of the accounts. Written notices of the Board meetings, along with
agenda and working papers, were circulated at least seven days before the meetings. The
minutes of the meetings were appropriately recorded and circulated.
5.       The Directors on Board of the Company are well aware of their duties and responsibilities.
6.       The Chief Financial Officer / Company Secretary is a regular employee of the company whose
remuneration & terms and conditions of employment are subject to approval by the Board after
the same are approved as a policy by the Government/ Holding Corporation from time to time.
7.       The Directors' Report for this year has been prepared in compliance with the requirements of
Code and fully describes the salient matters required to be disclosed.
8.       The financial statements of the Company were duly endorsed by CEO and CFO before approval
of the Board.
9.       The Directors, CEO and executives do not hold any interest in the shares of the company other
than that disclosed in the pattern of shareholding.
10.     The Company has complied with all the corporate and financial reporting requirements of the
Code.
11.     The BOD (Board of Directors) has set-up an effective internal audit function.
12.     The BOD has formed an audit committee. It comprises 3 members, all of whom are non-
executive directors.
13.     The meetings of the audit committee were held at least once every quarter prior to approval of
interim and final results of the Company and as required by the Code. The terms of reference
of the committee have also been formed.
14.     It has been confirmed that the statutory auditors of the Company have been given a satisfactory
rating under the quality control review programme of the Institute of Chartered Accountants of
Pakistan and that they or any of the partners of the firm, their spouses and minor children do not
hold shares of the Company and that the firm and all its partners are in compliance with
international Federation of Accountants (IFAC) guidelines on Code of Ethics as adopted by
Institute of Chartered Accountants of Pakistan.
15.     The statutory auditors or the persons associated with them have not been appointed to provide
other services except in accordance with the listing regulations.
16.     We confirm that all other material principles contained in the Code have been complied with.
CHIEF EXECUTIVE                                                                                    DIRECTOR
REVIEW REPORT TO THE MEMBERS ON STATEMENT OF
COMPLIANCE WITH BEST PRACTICES OF CODE OF
CORPORATE GOVERNANACE
We have reviewed the Statement of Compliance with the best practices contained in the Code of
Corporate Governance prepared by the Board of Directors of Javedan Cement Limited (the Company)
to comply with the Listing Regulation No. 37 - Part XI of the Karachi Stock Exchange where the
Company is listed.
The responsibility for compliance with the Code of Corporate Governance is that of the Board of
Directors of the Company. Our responsibility is to review, to the extent where such compliance can
be objectively verified, whether the Statement of Compliance reflects the status of the Company's
compliance with the provisions of the Code of Corporate Governance and report if it does not. A
review is limited primarily to inquires of the Company personnel and review of various documents
prepared by the Company to comply with the Code.
As part of our audit to financial statements we are required to obtain an understanding of the
accounting and internal control systems sufficient to plan the audit and develop an effective audit
approach. We have not carried out any special review of the internal control system to enable us to
express an opinion as to whether the Board's statement on internal control covers all controls and the