| PAKISTAN SLAG CEMENT INDUSTIRES LIMITED |
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| ANNUAL REPORT
2004 |
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| STATEMENT OF
ETHICS |
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| AND BUSINESS
PRACTICES |
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| The business
policy of PAKISTAN SLAG CEMENT INDUSTIRES LIMITED is to provide product
customers |
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| that meets or
exceed requirements in areas of Quality, Cost and On Time Delivery. |
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| Product Quality |
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| Our Operations
are based on International Standards PS 232 1983 & BS 12 1958 the that
meets national and |
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| International
standards for quality reliability. |
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| Dealing with
Employees |
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| Provide
congenial work atmosphere where all employees treated with respect and
dignity. Training is provided |
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| to Employess in
order to make them competent. |
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| Responsibility
to interested parties |
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| To be
objectives, that our dealings with the people must be fair and transparent
who have reposed their |
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| confidence in us. |
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| Financial
Reporting & Internal Controls |
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| To implement an
effective and transparent system of financial reporting and internal controls
to safeguard the |
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| interest of our
shareholders and fulfill the regulatory requirements. |
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| Procurement of
Goods & Services |
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| Our purchasing
and procurement system is based on the quality management system purchased
goods and |
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| services that
are tailored to our requirement and are priced appropriately. Before taking
decision about |
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| procurement of
any goods or service, quotations are obtained from various sources. |
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| Conflict of
Interest |
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| All the
decisions of the management must be in the interest of the company and
activities and involvement of |
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| the directors
and employees in no way conflict with the interest of the company. |
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| Adherence to
law of the land |
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| To fulfill all
legal requirements of the Government and its regulatory bodies and follow
relevant and applicable |
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| laws of the
country. |
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| Environment
Protection |
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| To protect
environment and ensure health and safety of the work force and well being of
the people living in |
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| the adjoining
areas of our plant. |
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| STATEMENT OF
COMPLIANCE WITH |
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| THE CODE OF
CORPORATE GOVERNANCE |
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| This Statement
is being presented to comply with the Code of Corporate Governance contained
in the |
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| Regulation No.
37, of the Karachi Stock Exchange for the Purpose of establishing a framework
of good |
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| governance,
whereby a listed company is managed in compliance with the best practice of
Corporate |
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| Governance. |
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| The Company has
applied the principles contained in the Code in the following manner: |
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| 1. The
Company encourages representation of
independent non-executive directors
and directors |
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| representing
minority interest on its Board of Directors. At present the Board includes
three independent |
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| non-executive
directors. |
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| 2. The directors have confirmed that non of
them is serving as director in more than ten listed Companies, |
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| including this
company. |
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| 3. The directors of Company have voluntary
declared that all the resident directors of the Company have no |
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| default in
payment of any loan to banking Company, a DPI or NBFI and none of them is a
member of |
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| Karachi Stock
Exchange. |
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| 4. The Company has prepared a 'Statement of
Ethics and Business Practices', which has been approved by |
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| the Board of
Directors and signed by the employees of the Company. |
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| 5. The Board has developed a vision/mission
statement, overall corporate strategy and significant policies of |
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| the Company. A
complete record of particulars of significant policies along with the dates
on which these |
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| were approved
or amended has been maintained. |
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| 6. All powers of the Board have been duly
exercised and decisions on material transactions, including |
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| appointment and
determination of remuneration and terms and conditions of employment of the
CEO and |
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| other executive
directors, have been taken by the Board. |
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| 7. The meeting of the Board was presided
over the Chairman and, in his absence, by a director elected by |
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| the Board for
this purpose and the Board met at least once in every quarter. Written
notices of the Board |
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| meetings, along
with agenda and working papers, were circulated well in time before the
meetings. The |
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| minutes of the
meeting were appropriately recorded and circulated. |
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| 8. The directors have been provided with
copies of the listing regulation of the Karachi Stock Exchange and |
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| copies of
Memorandum and Article of the Association and they are well conversant with
their duties and |
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| responsibilities. |
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| 9. The Company Secretary and Head of
Internal Audit were appointed prior to enforcement of the Code of |
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| Corporate
Governance. However, such next appointment, if any including their
remuneration and terms |
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| and conditions
of employment, as determined by the CEO, will be referred to the Board of
Directors for |
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| approval. |
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| BALANCE SHEET |
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| AS AT JUNE 30,
2004 |
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Note |
2004 |
2003 |
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| EQUITY AND
LIABILITIES |
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RUPEES |
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| SHARE CAPITAL
AND RESERVES |
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| Authorized
Capital |
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| 31,500,000(2003:31,500,000) |
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| Ordinary shares
of Rs.10/- each |
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315,000,000 |
315,000,000 |
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| Issued,
subscribed and paid-up capital |
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64,000,000 |
64,000,000 |
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| Accumulated loss |
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-75,074,413 |
-75,329,054 |
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(11,074,413") |
-11,329,054 |
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| SURPLUS ON
REVALUATION OF FIXED ASSETS |
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97,757,743 |
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| NON CURRENT
LIABILITIES |
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| Supplier credit
- Secured |
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6 |
30,000,000 |
30,000,000 |
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| Long-term
deposits - Unsecured |
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1,125,655 |
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| Deferred and
other liabilities |
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7 |
138,350,947 |
111,941,759 |
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| CURRENT
LIABILITIES |
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| Current
maturity of long-term loan |
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3,733,522 |
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| Temporary book
overdraft |
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976,211 |
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| Trade creditors |
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8 |
110,866,055 |
87,430,776 |
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| Accrued and
other liabilities |
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9 |
16,871,528 |
15,024,838 |
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| Advance from
customers |
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13,304,239 |
15,959,117 |
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| Provision for
taxation |
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10 |
1,601,750 |
952,000 |
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142,643,572 |
124,076,464 |
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| CONTINGENCIES |
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397,677,849 |
255,814,824 |
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| ASSETS |
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| NON CURRENT
ASSETS |
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| Tangible fixed
assets |
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| Operating fixed
assets |
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12 |
219,270,334 |
79,096,241 |
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| Long-term
deposits |
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1,876,830 |
1,876,830 |
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| CURRENT ASSETS |
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| Stores, spares
and loose tools |
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8,426,472 |
7,130,243 |
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| Stock-in-trade |
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15 |
58,635,396 |
69,610,491 |
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| Trade debts -
Unsecured |
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66,776,770 |
50,784,206 |
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| Loans,
advances, trade deposits, prepayments |
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| and other
receivables |
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17 |
12,062,611 |
17,200,113 |
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| Advance income
tax |
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19,241,944 |
19,139,570 |
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| Cash and bank
balances |
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18 |
11,387,492 |
10,977,130 |
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176,530,685 |
174,841,753 |
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397,677,849 |
255,814,824 |
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| REVIEW REPORT
TO THE MEMBERS ON STATEMENT OF |
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| COMPLIANCE WITH
BEST PRACTICES OF CODE OF |
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| CORPORATE
GOVERNANCE |
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| We have
reviewed the Statement of Compliance with the best practices contained in the
Code of Corporate |
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| Governance
prepared by the Board of Directors of Pakistan Slag Cement Industries Limited
to comply with the |
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| Listing
Regulation No.37 (Chapter XI) of the Karachi Stock Exchange where the Company
is listed. |
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| The
responsibility for compliance with the Code of Corporate Governance is that
of the Board of Directors of |
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| the Company.
Our responsibility is to review, to the extent where such compliance can be
objectively verified, |
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| whether the
Statement of Compliance reflects the status of the Company's compliance with
the provisions of |
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| the Code of
Corporate Governance and report if it does not. A review is limited primarily
to inquiries of the |
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| Company
personnel and review of various documents prepared by the company to comply
with the Code. |
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| As part of our
audit of financial statements we are required to obtain an understanding of
the accounting and |
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| internal
control systems sufficient to plan the audit and develop an effective audit
approach. We have not |
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| carried out any
special review of the internal control system to enable us to express an
opinion as to whether |
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| the Board's
statement on internal control covers all controls and the effectiveness of
such internal controls. |
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| Based on our
review, nothing has come to our attention, which causes us to believe that
the Statement of |
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| Compliance does
not appropriately reflect the Company's compliance, in all material respects,
with the best |
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| practices
contained in the Code of Corporate Governance |
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| CASH FLOW STATEMENT |
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| FOR THE YEAR
ENDED JUNE 30, 2004 |
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Note |
2004 |
2003 |
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|
RUPEES |
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| Cash flow from
operating activities |
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| Cash generated
from ( Used in) operations |
25 |
27,055,483 |
-14,220,199 |
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| Payments for |
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| Financial
charges |
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-1,317,524 |
-635,369 |
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| Gratuity paid |
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-49,745 |
-39,962 |
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| Dividend paid |
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-200 |
-471,157 |
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| Taxation |
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-102,374 |
-2,084,716 |
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-1,469,843 |
-3,231,204 |
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| Net cash inflow
/ (outflow) from operating activities |
|
25,585,640 |
-17,451,403 |
|
|
|
|
|
|
|
| Cash flow from
investing activities |
|
|
|
|
|
|
|
|
|
|
| Fixed capital
expenditure |
|
|
-1,050,805 |
-80,000 |
|
|
|
|
|
|
|
| Long-term
deposit |
|
|
— |
-132,000 |
|
|
|
|
|
|
|
| Net cash
(outflow) from investing activities |
|
-1,050,805 |
-212,000 |
|
|
|
|
|
|
|
| Cash flow from
financing activities |
|
|
|
|
|
|
|
|
|
|
| Repayment of
long-term loan |
|
|
-3,733,522 |
-9,000,000 |
|
|
|
|
|
|
|
| Interest
received |
|
|
437,000 |
1,547,027 |
|
|
|
|
|
|
|
| Deferred
liability - net |
|
|
-20,827,951 |
35,165,359 |
|
|
|
|
|
|
|
| Net Cash
(Outflow) / Inflow from Financing Activities |
-24,124,473 |
27,712,386 |
|
|
|
|
|
|
|
| Net Increase in
Cash and Cash Equivalent |
|
410,362 |
10,048,983 |
|
|
|
|
|
|
|
| Cash and Cash
Equivalent as on 1st July 2003 |
|
10,977,130 |
928,147 |
|
|
|
|
|
|
|
| Cash and Cash
Equivalent as on 30th June 2004 |
|
11,387,492 |
10,977,130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| PROFIT AND LOSS
ACCOUNT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| FOR THE YEAR
ENDED JUNE 30, 2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
2004 |
2003 |
|
|
|
|
|
|
|
|
|
|
|
RUPEES |
|
|
|
|
|
|
|
| Sales - Net |
|
|
19 |
129,949,917 |
186,468,285 |
|
|
|
|
|
|
|
| Cost of goods
sold |
|
20 |
-138,014,329 |
-190,435,095 |
|
|
|
|
|
|
|
| Gross loss |
|
|
|
-8,064,412 |
-3,966,810 |
|
|
|
|
|
|
|
| Administrative
and Selling expenses |
|
21 |
-4,813,107 |
-5,616,380 |
|
|
|
|
|
|
|
| Operating (Loss) |
|
|
|
-12,877,519 |
-9,583,190 |
|
|
|
|
|
|
|
| Financial charges |
|
|
22 |
-5,388,504 |
-3,419,215 |
|
|
|
|
|
|
|
| (Loss) for the year |
|
|
|
-18,266,023 |
-13,002,405 |
|
|
|
|
|
|
|
| Other Income |
|
|
23 |
3,472,468 |
3,977,915 |
|
|
|
|
|
|
|
| (Loss) before
taxation Taxation |
|
|
-14,793,555 |
-9,024,490 |
|
|
|
|
|
|
|
| Current |
|
|
|
-649,750 |
-932,342 |
|
|
|
|
|
|
|
| Prior |
|
|
|
__ |
-19,658 |
|
|
|
|
|
|
|
| Deferred |
|
|
|
6,011,759 |
— |
|
|
|
|
|
|
|
|
|
|
|
5,362,009 |
-952,000 |
|
|
|
|
|
|
|
| (Loss) after
taxation |
|
|
-9,431,546 |
-9,976,490 |
|
|
|
|
|
|
|
| Accumulated
(loss) brought forward |
|
|
-75,329,054 |
-65,352,564 |
|
|
|
|
|
|
|
| Transfers: |
|
|
|
|
|
|
|
|
|
|
|
|
| Transferred
from surplus on revaluation of fixed assets: |
|
9,686,187 |
— |
|
|
|
|
|
|
|
| Accumulated
(loss) carried forward |
|
|
-75,074,413 |
-75,329,054 |
|
|
|
|
|
|
|
| (Loss) per
share - basic |
|
24 |
(1-47) |
-1.56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| NOTES TO THE
ACCOUNTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| FOR THE YEAR
ENDED JUNE 30, 2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1 THE COMPANY AND ITS OPERATION |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The Company was
incorporated in Pakistan as a public limited Company in June 1994 under the
Companies |
|
|
|
|
|
|
|
| Ordinance,
1984. Its shares are listed on the Karachi Stock Exchange. The Company is
principally |
|
|
|
|
|
|
|
| engaged in
manufacturing and sale of cement. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2 GOING CONCERN ASSUMPTION |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The Company has
incurred a loss of Rs.9.432 million (2003: Rs 9.976 million) for the year
ended June |
|
|
|
|
|
|
|
| 30, 2004 and as
of that date its accumulated losses exceeded its share capital by Rs.11.074
million |
|
|
|
|
|
|
|
| (2003:
Rs.11.329 million). The accounts have been prepared under going concern
assumption as the |
|
|
|
|
|
|
|
| Company expects
continued support from lenders. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3.1 Statement of compliance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|