| Allwin Engineering Industries Limited |
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| Annual
Report 2001 |
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| MISSION
STATEMENT |
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| To
be a dynamic, profitable and growth oriented |
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| company
with market leadership in auto parts, |
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| through
excellence in quality, advance |
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| technology,
innovation and continuous |
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| improvement.
To create joy of producing and |
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| selling,
and joy for the customers to buy. To |
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| ensure
attractive return to business associates, |
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| share
holders and to reward employees according |
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| to
their ability & performance. Be a good |
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| corporate
citizen in order to fulfill social |
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| responsibility. |
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| CONTENTS |
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| Company
Information |
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| Notice
of Meeting |
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| Chairman's
Review |
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| Directors'
Report |
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| Auditors'
Report to the Members |
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| Balance Sheet |
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| Profit
& Loss Account |
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| Statement
of Changes in Financial Position |
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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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| Atlas
Group Companies |
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| COMPANY
INFORMATION |
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| BOARD
OF DIRECTORS |
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| Chairman |
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Yusuf H. Shirazi |
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| Chief
Executive Officer |
S.V.H. Naqvi |
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| Directors |
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Aamir H. Shirazi |
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Farzana Munaf |
(representing National
Investment Trust Ltd.) |
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Iftikhar H. Shirazi |
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Jawaid Iqbal Ahmed |
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Mohammad Habib-ur-Rehman |
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Shahid Anwar |
(representing Investment
Corporation of Pakistan) |
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| Company
Secretary |
Mohammad Atta Karim |
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| GROUP
EXECUTIVE COMMHTEE |
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| Chairman |
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Aamir H. Shirazi |
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| Members |
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Frahim Ali Khan |
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Iftikhar H. Shirazi |
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Jawaid Iqbal Ahmed |
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Saquib H. Shirazi |
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Saleem Ahmed |
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| Secretary |
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Theresa Dias |
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| GROUP
PERSONNEL COMMHTEE |
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| Chairman |
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Yusuf H. Shirazi |
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| GROUP
AUDIT COMMITTEE |
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| Chairman |
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Sanaullah Qureshi |
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| COMPANY
MANAGEMENT |
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| Chief
Executive Officer |
S.V.H. Naqvi |
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| Director
Finance |
Mohammad Atta Karim |
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| General
Manager Marketing |
Shameem Ahmad |
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| General
Manager Plant |
Col.(R) Mir Moatazid |
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| General
Manager Human Resources |
M.H. Tabassum |
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| COMPANY
INFORMATION |
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| Auditors |
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Ford, Rhodes, Robson,
Morrow, |
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Chartered Accountants |
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| Legal Advisors |
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Mohsin Tayebaly & Co. |
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Advocate Incorporation |
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| Tax Advisors |
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Mahmood Law Associates |
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| Bankers |
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A1-Baraka Islamic Bank |
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Habib Bank Limited |
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Muslim Commercial Bank
Limited |
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National Bank of Pakistan |
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National Development
Finance Corporation |
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Standard Chartered
Grindlays Bank Limited |
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United Bank Limited |
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| Registered
Office (Factory) |
15th Mile, National
Highway, Landhi, Karachi-75120 |
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Tel: 5016921-24 Fax:
5011709 |
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E-mail:
aeil@aeilkhi.atlasgrouppk.com |
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| Branch Offices |
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Lahore Office: |
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C/o Atlas Battery
Limited, |
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Salam Chamber, 21 Link
Mcleod Road., Lahore. |
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Phones: 7227075-7354245
Fax: 7352724 |
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E-mail:
aeil@aeillhr.atlasgrouppk.com |
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Multan Office: |
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C/o Atlsa Honda Limited, |
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Azmat Wasti Road, Multan. |
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Phone: 512181 Fax: 586280 |
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E-mail:
aeil@mul.atlasgrouppk.com |
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Faisalabad Office: |
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C/o Atlas Battery
Limited, |
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No. 54, Chanab Market,
Madina Town, Faisalabad. |
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Phone: 713127 Fax: 726628 |
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Rawalpindi Office: |
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C/o Atlas Battery
Limited, |
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312, R-A-Bazar, Kashmir
Road., Rawalpindi |
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Phone: 567423 Fax: 567423 |
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E-mail:
aeil@aeilisb.atlasgrouppk.com |
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| NOTICE
OF MEETING |
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| Notice
is hereby given that the 39th Annual General Meeting of Allwin Engineering
Industries Limited will be |
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| held
at Corporate Office at 8th floor Adamjee House, I.I. Chundrigar Road, Karachi
on 20 December 2001 at 10:30 |
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| a.m.
to transact the following business: |
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| ORDINARY
BUSINESS |
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| 1.
To confirm the minutes of the thirty-eight Annual General Meeting held on 18
December 2000. |
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| 2.
To receive, consider and adopt the Audited Accounts of the Company together
with the Directors' and Auditors' |
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| Reports
thereon for the year ended 30 June 2001. |
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| 3.
To appoint Auditors for the year 2001-2002 and to fix their remuneration. |
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| 4.
To transact any other business with the permission of the chair. |
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| SPECIAL
BUSINESS |
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| 5.
To approve the remuneration of the Chief Executive Officer. |
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| A
statement under section 160 of the Companies Ordinance, 1984 pertaining to
the Special Business referred |
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| to
above is annexed to this Notice of Meeting. |
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BY ORDER OF THE BOARD |
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| Karachi:
07 November 2001 |
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SECRETARY |
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| NOTES: |
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| 1.
The Share Transfer Books of the Company will remain closed from 13 December
2001 to 20 December 2001 |
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| (both
days inclusive). |
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| 2.
A member entitled to attend and vote at the meeting may appoint another
member as his/her proxy to attend |
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| and
vote on his/her behalf. The instrument appointing a proxy must be received at
the Company's Registered |
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| Office
not less than 48 hours before the time of holding of the meeting. |
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| 3.
Any individual Beneficial Owner of the Central Depository Company, entitle to
vote at this meeting must bring |
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| his/her
National Identity Card with him/her to prove his/her identity and in case of
proxy, must enclose an |
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| attested
copy of his/her National Identity Card. Representative of corporate members
should bring the usual |
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| documents
required for such purpose. |
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| STATEMENT
UNDER SECTION 160 OF THE COMPANIES ORDINANCE, 1984. |
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| Approval
is being sought for fixing the remuneration of the Chief Executive Officer
working with the Company. |
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| The
Chief Executive Officer is interested only in the remuneration payable to
him. |
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| CHAIRMAN'S
REVIEW |
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| It
is my pleasure to present to you the 39th Annual |
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| Report
and Review of the performance of your Company |
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| for
the year ended 30 June 2001. |
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| THE
ECONOMY |
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| Pakistan's
growth performance during the fiscal year |
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| 2000-01
suffered from an unprecedented drought. The |
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| situation
not only worsened 'but engulfed the entire |
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| country
causing serious damage to agriculture and the |
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| overall
economic growth. |
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| GDP
was targeted to grow by 4.5% with agriculture |
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| and
manufacturing sharing 2.6% and 5.9% respectively. |
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| Real
growth was, however, around 3%. Major |
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| contribution
to GDP growth was by the manufacturing |
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| sector
particularly the automobile and textile sectors. |
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| The
greatest set back came from the agriculture sector |
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| which
declined to negative 0.7%. Consequently, the |
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| value
added in agriculture also registered a decline of |
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| 2.5%
as against growth of 6.1% last year. Major crops |
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| like
cotton, wheat, sugarcane, and rice also witnessed |
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| decline
in production by 10.5%. Since agriculture, |
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| electricity
and gas distribution account for almost 30% |
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| of
GDP, any significant decline in these sectors heavily |
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| affects
the overall GDP growth. A positive achievement |
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| of
the outgoing year, however, has been the lower |
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| than
targeted inflation rate of 4.7% against the targeted |
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| rate
of 6%. Another significant achievement of the year |
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| was
the sharp reduction in the overall fiscal deficit of |
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| 5.3%
or Rs. 185.7 billion. This is the lowest fiscal deficit |
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| over
the last decade. |
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| The
persistence of large fiscal deficit associated with |
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| the
build up of public debt has been the major source |
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| of
macroeconomic imbalance in Pakistan. This legacy |
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| is
attributed to a host of factors, chiefly leakage in |
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| revenue
collection and widespread financial indiscipline |
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| with
ineffective accountability. Frequent changes in |
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| the
monetary & fiscal policies have created imbalances. |
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| Growing
debt servicing over the years has also made |
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| the
fiscal adjustment more difficult. Pakistan's public |
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| debt
burden of Rs. 3,198 billion is much higher than |
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| that
of many developed and developing countries. |
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| However,
with the government's multi-dimensional |
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| approach,
one can hopefully look forward to better |
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| results! |
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| IMF's
acceptance of economic measures taken by the |
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| Government
is no less an achievement, which facilitated |
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| another
round of external debt rescheduling. The |
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| approval
of the third tranche of US$ 133 million by |
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| IMF
under the standby facility agreement also adds |
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| support
to the lenders' confidence and growing |
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| satisfaction
with the country's economic measures and |
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| their
viability. Also the government's emphasis on the |
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| export
target of US$ 10.66 billion, an increase of 3.4% |
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| over
last year's US$ 10.31 billion will certainly help |
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| reduce
the trade deficit of US$ 1.52 billion. |
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| In order
to promote investment and achieve sustainable |
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| growth, the dire need
however is a stable |
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| macroeconomic
environment where the key elements |
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| include
low inflation, sustainable budget deficit, realistic |
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| exchange
rates, appropriate real interest rates and |
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| consistency
in economic, fiscal and other related |
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| policies. |
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| THE
INDUSTRY |
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| The automobile
industry in general performed well |
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| except
the tractor segment. The production of tractor |
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| decreased
to 31,635 units from 34,559 units in previous |
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| year, lower
8.5%. Production of the Cars, at 39,573 |
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| units
registered increase of 21.9% over 32,461 units in |
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| previous year.
The production of Motor-cycle was |
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| recorded at
108,850 units against 86,959 units of the |
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| last year,
up 25.17%. Your company got its due share |
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| from
the OEM sector. |
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| COMPANY
PRODUCT AND TECHNOLOGY |
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| Following
are the relevant production figures relating |
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| to the
automobile industry, as a whole for the year |
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| under
review. |
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| Particulars |
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2001 |
2000 |
Incr/(Decr) |
% age |
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| Cars |
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39,573 |
32,461 |
7,112 |
21.91 |
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| Motorcycle |
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108,850 |
86,959 |
21,891 |
25.17 |
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| Tractors |
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31,635 |
34,559 |
(2,924) |
(8.46) |
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| Bus
trucks & LCVs |
9,662 |
9,409 |
253 |
2.69 |
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| Total |
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189,720 |
163,388 |
26,332 |
16.12 |
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| In
the spare parts market, your company faced severe |
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| competition
from the unorganized sector, which is not |
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| under
the tax net. The Government has not succeeded |
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| to
impose the GST at retail stage, which is the only |
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| remedy
of this menace. Spurious manufacturing, gross |
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| misdeclaration
at Customs stage and smuggling continue |
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| to hinder the
development of parts industry in the |
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| organized
sector. |
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| As your
company pays all applicable taxes, its prices |
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| are higher in
the market. However, there is brand |
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| loyalty
in the market. Allwin parts are known for quality |
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| which
we do not compromise despite extreme cost |
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| pressures. |
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| There
is a vast market for auto parts. It only needs to |
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| be
streamlined with good business ethics. The |
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| Government
efforts of tax survey etc is expected to |
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| bear
results, perhaps in the next year and the years to |
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| come.
We wish the Government success in this regard. |
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| Allwin
is a leading company in the engineering industry. |
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| It's
range of product includes diesel engine pistons |
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| and
cylinder liners, petrol (gasoline) pistons, automotive |
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| radiator
assemblies, radiator cores, and scores of fully- |
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| machined
grey and ductile cast iron parts. |
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| Well-equipped
iron and aluminum foundries, in-house |
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| tool
making and machining facilities, chemical and |
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| metallurgical
laboratories, standards room, and a good |
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| quality
assurance system have enabled Allwin to earn |
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| the
reputation of a reliable manufacturer and supplier |
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| of
good quality automobile and tractor parts. |
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| The
company was the first to develop its line of diesel |
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| engine
pistons and cylinder liners in 1967 with the |
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| technical
assistance of Associated Engineering Limited, |
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| U.K.,
who are one of the largest manufacturers of |
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| pistons,
liners and other engine components. Associated |
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| Engineering
Limited is now merged with Federal Mogul |
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| Powertrain
Systems, U.K. |
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| Other
technical assistance agreements that Allwin |
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| Engineering
has entered into during the last ten years |
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| are
with Honda Foundry Co. Ltd., Japan, for production |
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| of
petrol pistons, since 1996; U.E. Automotive |
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| Manufacturing,
Inc., Philippines, for production of |
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| automobile
radiator assemblies, since 1997; and F.C.C. |
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| Co.
Ltd., Japan, for production of motorcycle clutch |
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| assembly,
since 1999. |
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| The
Company supplies its products to all OEMs as well |
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| as
to the commercial market and export. The company |
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| has,
thus, made a significant contribution to import |
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| substitution
thereby saving foreign exchange and |
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| earning
foreign exchange through export. |
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| INVESTMENTS |
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| The
facilities at Allwin have been extended and |
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| modernized
steadily over the last decade in order to |
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| take
full share of the industry growth, quality |
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| improvement
and higher productivity, and are amongst |
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| the
best in the engineering sector of the country. The |
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| company,
infact, has been following a prudent policy |
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| of
investment in technology and balancing and |
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| modernisation
and replacement with a view to ensure |
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| customer
satisfaction and provide the market automotive |
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| parts
with the latest technology for which your company |
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| has
the unique distinction. Following this policy, your |
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| company
invested Rs. 23.26 mn in Piston Project, Rs. |
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| 35.79
mn in Radiator Plant and Rs. 10.76 mn in C.I. |
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| Parts
machinery besides Rs. 46.88 mn in power |
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| generation
project. Your company had made an |
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| investment
of Rs. 171.38 mn since the control of the |
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| company
was acquired by the Atlas Group in 1981 to |
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| 1991,
while during 1992 to 2001, an additional investment |
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| of
Rs. 223.36 mn was made, making a total investment |
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| of
Rs. 394.74mn, a no mean achievement in the given |
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| circumstances.
We continue to do this upgradation of |
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| equipment
and technology, year after year, in order to |
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| provide
the customer the right quality, all the times. |
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| COMPANY
OPERATIONS |
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| The
sales revenue for the year was RS.405.38 million |
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| as
compared to RS.414.18 million in the corresponding |
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| year,
lower 2.0%. In replacement market, sales was |
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| only
81% of the previous year. The gross profit for the |
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| period
declined to Rs.54.44 million, lower 12.0%, against |
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| Rs.61.87
million in the corresponding period. Lower |
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| sales
and increase in cost clue to devaluation of Rupee |
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| at
about 23%, increase in price of utilities specially gas |
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| -
by 30%, and higher wages on account of Labour |
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| Union
agreement are some of the reasons for lower |
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| gross
profit. Your company due to fierce competition, |
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| smuggling
and under-invoiced imports was unable to |
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| increase
prices of its products in proportion to cost |
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|
| increases. |
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| The
operating expenses were generally under control |
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| and
as a ratio to sales worked out to 7.02% against |
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| 7.73%
in the corresponding period. Due to better |
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| working
capital management, the financial expenses |
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| for
the year stood at Rs.18.56 million, down 21.12%, |
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| against
Rs.23.53 million in the previous year. |
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| The
net profit after tax for the year was Rs.6.03 million |
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| against
Rs.5.90 million of the previous year. Earning |
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| per
share after tax worked out to Rs. 1.22 as against |
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| Rs.
1.20 last year. |
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| Your
company contributed Rs. 72.41 million to the |
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| Government
revenues in the form of Custom duty, |
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| Sales
tax, Income tax, etc., being 17.84% of the sales |
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| value
during the year. |
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| WORLD
TRADE ORGANIZATION (WTO) |
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| Agreement
on Trade Related Investment Measures- |
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| TRIMs
- has come into focus for some time now. The |
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| WTO
in its recent decision has granted a two year |
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| extension
after expiry of the transitional period allowed |
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| to
the developing countries, including Pakistan. For |
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| further
liberalization, the XX/TO has asked the government |
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| to
submit a response to TRIMs, if further extension is |
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| desired
by any member country. |
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|
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| The
Government of Pakistan is working out a strategy |
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| to
protect the industry interests. Your company's view |
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| is
that localization measures are in the interest of local |
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| industry. |
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| The
industry is also of the view that in our situation |
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| the
automotive sector does not come under the purview |
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| of
this agreement and, if at all, it is applicable, adequate |
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| extension
(the industry recommended at least seven |
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| years)
is necessary to further promote the local industry. |
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| The
Government of Pakistan may, therefore, proceed |
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| and
represent their case for seeking at least a 7-year |
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| extension
since similar exemptions and extensions |
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| have
been allowed to other countries as well. In the |
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| larger
interest of the country, it is necessary to protect |
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| the
huge investment and employment in this sector. |
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| As
a developing country Pakistan has severe balance |
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| of
payment problem and thus deserves the support. |
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| It
will be pertinent to note that contrary to the practices |
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| in
other countries, the private sector was neither |
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| associated
with nor taken into confidence before signing |
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| the
original agreement or its extension of highly |
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| significant
consequences. In fact, even after signing |
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| the
agreement, the Government induced and pursued |
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| the
policies of further investment by the automotive |
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| sector
through its indigenization programme. If the |
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| current
indigenization policy is phased out, it will have |
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| far
reaching repercussions on investment and |
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| employment
opportunities. |
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|
| (There
is a world, beyond this world!) |
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| HUMAN
RESOURCE |
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| Col.
(Retd.) Mir Moatazid has joined the company as |
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| General
Manager Plant, in place of Lt. Col. (Retd.) |
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| Sultan
Ahmed, who resigned. Mr. Mir has 30 years on |
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| hand
experience as an Electrical and Mechanical |
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| Engineer
in the coveted military service. He has a |
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| record
of eminent service of great value to the job. Mr. |
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| M.H.
Tabassum, who was working with Atlas Battery |
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| Ltd.,
an Atlas Group Company, was transferred to |
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| Allwin
Engineering as General Manager Human |
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| Resources,
as a group policy of job rotation. I would |
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| like
to thank the outgoing General Manager for his |
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| valuable
contribution to the company and welcome |
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| the
new General Managers and wish them great tenures |
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| with
your company. |
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| During
the year, the charter of demand was settled for |
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| the
next two years. Increased working hours from 45.0 |
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| to
46.15 hours per week have been negotiated, resulting |
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| in
increased capacity and productivity. |
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|
|
|
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| Hay
system was introduced in your company, which |
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| will
be a fair base for future growth of the company |
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|
| and
the employees in all respects. A competitive just |
|
|
| culture
is under focus of your company more than |
|
|
| ever before. |
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|
|
|
|
| FUTURE
OUTLOOK |
|
|
| I
foresee a challenging time ahead. The changing |
|
|
| environment,
after the attacks in New York and |
|
|
| Washington
on September 11, 2001, will have a |
|
|
| significant
bearing on our economy. Any negative |
|
|
| development
in the country could result in slow down |
|
|
| of
the economy. On the other hand, wide scale |
|
|
| smuggling
of the auto parts, increasing market |
|
| competition,
cost constraints arising from the inflationary |
|
| market
pressure, and progressive devaluation of rupee |
|
| aggregating
to 23% during the last year alone, will |
|
| require
the management and staff to rise to the occasion. |
|
|
| In
March 2001, your company received ISO 9002 |
|
| Certificate
from Lloyd's Register Quality Assurance, for |
|
| Radiator
manufacturing. This will help to improve |
|
| overall
internal efficiency and quality of work leading |
|
| to
tangible savings. This will open prospects to enter |
|
| new
export market for which your company is making |
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|