| D.G. Khan Cement Company Limited |
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| Annual
Report 1999 |
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| CONTENTS |
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| Company
Profile |
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| Notice
of Meeting |
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| Directors'
Report |
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| Five
Years At a Glance |
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| Auditors'
Report |
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| Balance Sheet |
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| Profit
and Loss Account |
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| Cash
Flow Statement |
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| Notes
to the Accounts |
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| Pattern
of Share Holding |
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| COMPANY
PROFILE |
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| Board
of Directors |
Mrs, Naz Mansha |
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Chief Executive |
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Mst. Akhtar Jehan Begum |
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Mr. Khalid Qadeer Qureshi |
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Mr. H. Hatim Dayala |
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Nominee -ICP |
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Mr. Muhammad Azam |
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Mr. Zaka-ud-Din |
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Mr. Aftab Ahmad Khan |
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| Company
Secretary |
Mr. Khalid Mahmood Chohan |
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| Bankers |
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ABN-AMRO Bank N.V. |
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AI-Faysal Investment Bank
Limited |
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Bank of America NT&SA |
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Habib Bank Limited |
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Mashreq Bank Psc |
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Muslim Commercial Bank
Limited |
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Atlas Investment Bank
Limited |
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| Auditors |
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M/s A.F. Ferguson &
Co. |
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Chartered Accountants |
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| Registered
Office |
Nishat House, 53-A,
Lawrence Road, Lahore-Pakistan |
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Phone: 92-42-6367812-20
Fax: 92-42-6367414 |
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Email: info@dgcement.com.
pk |
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| Factory |
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Khofli Sattai, Distt,
Dera Ghazi Khan-Pakistan |
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Phone: 92-6~1-60025-7 |
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Fax' 92-641-62392 |
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Telex: 42492 DGK CF PK, |
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| NOTICE
OF ANNUAL GENERAL MEETING |
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| Notice
is hereby given that 21 st Annual General Meeting of the Shareholders of D.G.
Khan Cement |
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| Company
Limited ("the Company") will be held on Friday the 31st December,
1999 at 10:30 a.m. at |
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| Nishat
House, 53-A, Lawrence Road, Lahore to transact the following business: |
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| 1.
To confirm minutes of the last meeting. |
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| 2.
To receive and adopt the audited accounts of the Company for the financial
year ended |
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| June
30, 1999 together with the Directors' and Auditors' reports thereon. |
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| 3.
To appoint Auditors for the year 1999 - 2000 and fix their remuneration. The
present Auditors |
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| M/s.
A. F. Ferguson & Company, Chartered Accountants, Lahore retire and being
eligible, offer |
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| themselves
for re-appointment. |
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| 4
SPECIAL BUSINESS: |
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| To
pass with or without modification(s) the following resolutions under section
284 read with |
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| section
287 of the Companies Ordinance 1984, regarding merger of D.G. Khan Electric
Company |
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| Limited
into D.G. Khan Cement Company Limited ("the Company"). Whereas the
merger of |
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| D.G.
Khan Electric Company Limited into the Company has been proposed by the Board
of |
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| Directors
in view of benefits to the merged companies and as a consequence to the
shareholders. |
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| RESOLVED
that Scheme of Arrangement put before the meeting for the merger of D.G. Khan |
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| Electric
Company Limited into D.G. Khan Cement Company Limited be and is hereby
approved |
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| subject
to completion of formalities and approval by the Honourable High Court. |
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| FURTHER
RESOLVED that the Chief Executive of the Company and/or Mr. Aftab Ahmad Khan, |
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| Director
of the Company be and is/are hereby authorised to take all such steps as may
be |
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| necessary
or incidental for the purpose of implementing the aforesaid scheme of the |
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| merger/amalgamation
of the above named companies. |
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| 5.
Any other matter with the permission of the Chair. |
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By order of the Board |
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| Lahore: |
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(KHALID MAHMOOD CHOHAN) |
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| December
06; 1999. |
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Company Secretary |
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| STATEMENT
UNDER SECTION 160(1)(b) OF THE COMPANIES ORDINANCE 1984 |
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| The
management of the Company has considered various options for consolidating
its activities and |
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| thereby
effecting economies for the benefit of the Company and ultimately for the
shareholders. |
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| It
is with this goal before it, that the management of the Company, in
consultation with technical |
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| experts
in the field, has reached the conclusion that D. G. Khan Electric Company
Limited, a power |
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| generation
company, supplying electricity only to the Company be merged with the
Company. |
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| D.G.
Khan Electric Company Limited is a public Limited company quoted on all Stock
Exchanges in |
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| the
Country. Its Authorised Capital is Rs 300,000,000 (Rupees Three Hundred
Million Only) divided into |
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| 30,000,000
ordinary shares of Rs. 10 each and its Paid-up-Capital is Rs. 200,000,000
(Rupees Two Hundred |
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| Million
Only) divided into 20,000,000 ordinary shares of Rs. 10 each. |
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| The
Directors of the Company may be deemed to be interested to the extent of
their shareholding |
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| or
by the Companies in which they are Directors. |
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| NOTES: |
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| 1.
The scheme of arrangement for merger of D.G. Khan Electric Company Limited
into the Company |
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| is
appended herewith and may also be inspected during business hours in the
Registered Office |
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| of
the Company. |
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| 2.
Share transfer books of the Company will remain closed from 30-12-1999 to
06-01-2000 (both |
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| days
inclusive). Transfers received in order at Nishat House, 53-A, Lawrence Road,
Lahore upto |
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| 1:00
p.m. on December 29, 1999 will be considered in time. |
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| 3.
A member eligible to attend and vote at this meeting may appoint another
member his/her |
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| proxy
to attend and vote instead of him/her. Proxies in order to be effective must
reach the |
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| Company's
Registered office not less than 48 hours before the time for holding the
meeting. |
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| 4. Shareholders are requested to immediately
notify the change in address, if any. |
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| SCHEME OF ARRANGEMENT |
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| UNDER
SECTIONS 284 TO 288 OF THE COMPANIES ORDINANCE, 1984 |
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| FOR
MERGER BETWEEN |
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| D.G.
KHAN CEMENT COMPANY LIMITED |
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| and |
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| D.G.
KHAN ELECTRIC COMPANY LIMITED |
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| and |
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| THEIR
RESPECTIVE MEMBERS |
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| PRELIMINARY |
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| Definitions |
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| In
this Scheme of Arrangement, unless the subject or context otherwise requires,
the following expressions |
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| shall
bear the meanings specified against them below: |
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| "DGKCC" |
means D. G. Khan Cement
Company Limited, a company, limited by |
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shares incorporated as a
public limited company having its registered |
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office at Lahore. |
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| "DGKEC" |
means D. G. Khan Electric
Company Limited, a company, limited by |
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shares incorporated as a
public limited company having its registered |
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office at Lahore. |
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| "the Court" |
means Lahore High Court,
Lahore. |
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| "this Scheme" |
means this Scheme of
Arrangement in its present form with any |
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modification thereof or
addition thereto approved or condition imposed |
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by the court. |
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| "the
Effective |
means the day on which
the Scheme becomes operative in accordance |
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| Date" |
with clause 4 of this
Scheme. |
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| "Undertaking |
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| of DGKEC" |
means the Power Project
of D. G. Khan Electric Company Limited. |
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| The
headings and marginal notes are inserted for convenience and shall not affect
the construction |
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| of this Scheme. |
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| Capital |
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| The
authorised share capital of D. G. Khan Cement Company Limited is Rupees
3,000,000,000 divided |
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| into
300,000,000 ordinary shares of Rupees 10 each and its paid up capital is
Rupees 1,323,913,800 |
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| divided
into 132,391,380 ordinary shares of rupees 10 each. |
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| The
authorised share capital of D. G. Khan Electric Company Limited is Rupees
300,000,000 divided |
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| into
30,000,000 ordinary shares of Rupees 10 each and its paid up capital is
Rupees 200,000,000 divided |
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| into
20,000,000 ordinary shares of Rupees 10 each. |
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| Object
of this Scheme |
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| The
principal object of this scheme is to effect merger between D. G. Khan
Electric Company Limited |
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| and
D. G. Khan Cement Company Limited through the transfer and vesting in D, G.
Khan Cement |
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| Company
Limited of the whole undertaking of D. G. Khan Electric Company Limited. |
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| THE SCHEME |
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| WHEREBY
IT IS PROPOSED THAT: |
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| 1.1.
The entire undertakings of DGKEC as at the transfer date (as hereinafter
defined) including all |
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| assets,
properties, rights, privileges, powers, bank accounts, trade marks, patents,
leave and |
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| licences
and all or any other assets, properties, rights, privileges, powers,
contracts, bank accounts, |
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| trade
marks, patents and licences of DGKEC as at the transfer date (as hereinafter
defined) |
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| shall,
without further act or deed, stand transferred to and be vested in DGKCC, as
from the |
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| commencement
of business on 01 July 1999 (hereinafter referred to as the "transfer
date"). |
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| 1.2
Without prejudice to the generality of paragraph 1.1 above, undertakings of
DGKEC shall include |
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| all
rights, powers, authorities, privileges, contracts, benefits of Government
consents, sanctions |
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| and
authorisations, trade marks, patents, licences, liberties and all properties,
immovable and |
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| movable,
real, corporeal or incorporeal, in possession or reversion, present or
contingent of |
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| whatsoever
nature and wheresoever situate, including in particular reserves, revenue
balances, |
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| leasehold
properties, investments, deposits, deferred costs, stores and spares,
advances, deposits, |
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| prepayments,
other receivables, cash balances, telephones and telexes and trade debts
owing |
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| to
DGKEC and all other authorities, rights or interests in or arising out of
such property as may |
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| belong
to or be in the possession or claim of DGKEC on the transfer date and all
books of account |
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| and
documents relating thereto, and shall be deemed to include all debts,
borrowings, liabilities, |
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| duties
and obligations of DGKEC of whatever kind, including liabilities for payment
of gratuity, |
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| pension,
benefits, provident fund or compensation in the event of retrenchment,
PROVIDED |
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| ALWAYS
that this Scheme shall not operate to enlarge the security for any loan,
deposit or facility |
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| created
by or available to DGKEC which shall vest in DGKCC on approval of this Scheme
by the |
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| Honourable
Lahore High Court, Lahore and DGKCC shall not be obliged to create any
further |
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| or
additional security therefor after the approval of this Scheme as aforesaid
or otherwise. |
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| 1.3
The transfer and vesting of the undertakings of DGKEC under Clauses 1.1 and
1.2 hereof and the |
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| continuance
of proceedings by DGKCC under Clause 1.6 hereof shall not affect any
transactions |
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| or
proceedings already concluded by DGKEC in the ordinary course of business and
after the |
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| transfer
date to the end and intent that DGKCC accepts on behalf of itself all acts,
deeds and |
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| things
done and executed by DGKEC. |
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| 1.4
As from the transfer date, DGKEC shall be deemed to have carried on and to
carry on its business |
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| on
behalf of and on account of DGKCC until such time as this Scheme becomes
fully effective |
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| 1.5
DGKCC shall undertake, pay, satisfy, discharge, perform and fulfill all
debts, liabilities, contracts, |
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| engagements
and obligations whatsoever of DGKEC as at the transfer date, and all
contracts, |
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| deeds,
bonds, agreements, powers of attorney, grants of legal representation and all
other |
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| instruments of whatever kind subsisting or
having effect immediately before the transfer date |
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| to
which DGKEC may be a party or which shall be in favour of DGKEC as they were
before the |
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| transfer
date and may be enforced or acted upon as fully and effectively as if instead
of DGKEC, |
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| DGKCC
had been a party thereto or as if the same had been issued by or in favour of
DGKCC. |
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| 1.6
All causes, suits, appeals, petitions/revisions or other judicial, quasi
judicial and/or administrative |
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| proceedings
of whatever nature by or against DGKEC which shall be pending on the transfer |
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| date
in or before any court, tribunal, forum or other authority will be continued,
prosecuted and |
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| enforced
in the same manner and to the same extent as they would or might have been |
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| continued,
prosecuted and enforced by or against DGKEC as if this Scheme had not been |
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| made,
by or against DGKCC and the same shall not abate, be discontinued or be in
any way |
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| prejudiced
or affected by the provisions of this Scheme. |
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| 1.7
Every officer, workman or other employee of DGKEC shall, on the transfer
date, become an |
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| officer,
workman or employee, as the case may be, of DGKCC on the basis that his
services |
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| have
not been interrupted by the vesting of the undertakings of DGKEC, in DGKCC
under this |
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| Scheme
and on the same remunerations and other conditions of service, rights and
privileges |
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| as
to pension, provident fund and gratuity, if any, and other matters as were
applicable to him |
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| before
the transfer date. |
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| 2.1
As consideration for the said, transfers, DGKCC shall issue at par and allot
to the individual |
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| members
of DGKEC "X" fully paid-up ordinary share of the par value of
Rupees 10 each in the |
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| capital
of DGKCC for every One fully paid-up share of the par value of Rupees 10 each
held |
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| by
them in the capital of DGKEC, as on a day to be fixed by the board of
Directors of DGKCC |
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| following
the transfer date. The value of "X" will be determined on the basis
of ratio resulting |
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| from
the average of the undermentioned two figures for both companies' |
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| a)
Break-up of value of the share as per audited accounts for the year ended |
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| 30 June 1999. |
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| b)
Average of weekly quotation of the share on the Karachi Stock Exchange from |
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| 01
July 1998 to 30 June 1999. |
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| All
costs, charges and expenses of carrying this scheme into effect shall be
borne and paid by |
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| DGKCC. |
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| 2.2
The said fully paid-up ordinary shares in DGKCC to be issued and allotted to
the members of |
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| DGKEC
shall rank pari passu in all respects with the existing fully paid-up
ordinary shares in DGKCC, |
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| 2.3
All members whose names shall appear in the Register of Members of DGKEC on
such date |
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| (after
the transfer date) as the Board of Directors of DGKCC may determine, shall
surrender their |
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| share
certificates for cancellation thereof to DGKCC. In default, upon the new
shares in DGKCC |
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| being
issued and allotted by it to the members of DGKEC whose name shall appear on
the |
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| Register
of Members of DGKEC on such date, as aforesaid, the share certificates in
relation to |
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| the
shares held by them in DGKEC shall be deemed to have been cancelled |
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| 2.4
The excess value of the net assets of DGKEC as at 30 June
1999 over the paid up value of shares |
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| issued
and allotted pursuant to the terms of Clause 2.1 hereof shall be accounted
for in the |
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| books
of DGKCC as at the transfer date, as follows: |
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| The
Capital Reserves, Revenue Reserves and the unappropriated profit of DGKEC, as
at |
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| 30
June 100 shall constitute Reserves of a corresponding
nature of DGKCC and the balance, |
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| if
any, transferred to the General Reserves in DGKCC, |
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| 3.0
The Chief Executives of DGKCC and DGKEC acting jointly or any person or
persons duly authorised |
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| by
the respective boards of DGKCC and DGKEC shall be authorised to take all such
further |
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| supplemental,
incidental and consequential actions and steps as may be requisite for giving
full |
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| effect
to this Scheme and may consent on behalf of all concerned to any modification
of or |
|
| addition
to this Scheme or to any condition which the Honourable Lahore High Court may
deem |
|
| fit to impose. |
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| 4.0
Subject to an order being made by the Honourable Lahore High Court under
Section 287 of the |
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| Companies
Ordinance 1984, DGKEC shall, without winding up, stand dissolved from such
date |
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| on
which all shares to be allotted by DGKCC under Clause 2 above to the
member(s) of DGKEC |
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| shall
have been so allotted. |
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| 5.0
The approvals and/or confirmations and/or directions to the proposed transfer
of undertakings |
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| as
set out in Clauses 1.1 and 1.2 of this Scheme have been received from the
share holders of |
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| DGKEC
and DGKCC. |
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| 6.0
This Scheme shall be subject to such modifications or conditions as the
Honourable Lahore High |
|
| Court
may approve or impose. |
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| 7.0
In case this Scheme is not finally sanctioned by the Honourable Lahore High
Court for any reason |
|
| whatsoever
OR if for any other reason this Scheme cannot be implemented before 30 June
2000 |
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| or
within such further period or periods as may be agreed upon by DGKEC and
DGKCC (by the |
|
| authorized
person(s) as approved under clause 3.0 above) this Scheme shall become null
and |
|
| void
and in that event no rights and liabilities shall accrue to or be incurred
inter se by the parties |
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| in
terms of this Scheme. |
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|
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| DIRECTORS'
REPORT TO THE SHAREHOLDERS |
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| Your
Directors take pleasure in presenting 21 st annual report, along with audited
accounts for the year |
|
| ended
June 30, 1999. |
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| PRODUCTION |
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| The
production of Clinker and Cement for the period was as under: |
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|
1999 |
1998 |
°/o Inc. |
|
|
| -
Clinker (M, Tons |
|
1,020,605 |
940,007 |
8.57% |
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| -
Cement (M, Tons) |
|
1,111,504 |
912,976 |
21.75% |
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|
| DESPATCHES |
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|
| Despatches
during the year under review were 1,115,288 tons as compared to last year's
total figure |
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| of
900,010 tons registering an increase of 23.92%. |
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|
| PLANT
PERFORMANCE |
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| Plant
performance during the year was satisfactory. However, due to an oversupply
in the market, the |
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| plant
could operate at 62% capacity. |
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|
| OPERATING
RESULTS |
|
|
| The
net sale of Rs. 2,259,814 million during the year registered an increase at
Rs. 510.733 million (29.20%) |
|
| over
the previous year. But recession in the country adversely affected the
industrial activities including |
|
| the
cement industry, During the first half of the financial year, cement prices
touched a rock bottom |
|
| level
due to tough competition, which resulted in heavy losses. |
|
|
| The
Company after accounting for all charges including depreciation and
amortization |
|
| (Rs,
789,393 million) and provision for turnover tax has sustained a net loss of
Rs. 580,369 million |
|
| (1998:
Rs, 58.284 million). Due to loss for the year no appropriations such as
dividends and bonus shares |
|
| etc.
have been recommended, |
|
|
| MARKET
REVIEW |
|
|
| Overview |
|
|
| During
the year under review, the Cement Industry continued being in crises and
conditions got to a |
|
| boiling
point in July 1998 when due to widening of the gap between supply and demand,
prices fell |
|
| to
an all time low resulting in very huge losses to all the manufacturers, Your
Company was no exception, |
|
| The
above state of affairs severally affected our cash flow position, which in
turn led to debt servicing |
|
| problems |
|
|
| The
economy of the country is still in recession and there are hardly any worth
mentioning development |
|
| projects
to speak of, The crises in the cement industry continued due to: |
|
|
| Economic
instability, which slowed down the development process. |
|
|
| Induction
of new capacities which resulted |
|
| in
an over supply position. |
|
| Negative
growth in demand, |
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| Impediments
to exports, |
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| Heavy taxation. |
|
| High
cost of production. |
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|
| FUTURE
OUTLO0 K |
|
|
| In
order to restore macro-economic stability and business confidence, Government
has taken a number |
|
| of
steps such as the mass house-building project, which will definitely reduce
the oversupply situation. |
|
| In
addition to the above we are working closely with the Government Agencies to
find ways and |
|
| means
to increase consumption of cement in the Country, Pakistan's per capita
cement consumption |
|
| is
amongst the lowest in the world. |
|
|
| We
have been encouraging the Government to build concrete roads, which have so
many advantages |
|
| over
the roads built with asphalt. They are environment friendly and with less
maintenance cost during |
|
| their
long life cycle. |
|
|
| After
having obtained ISO-9002 Certification, we are now very well placed to get in
the export market. |
|
| Another
encouraging factor is that the Far Eastern Economies have picked up,
resulting in better prices |
|
| for
cement in the international market. We have had a very good response from
prospective customers |
|
| in
Bangladesh and Sri Lanka. |
|
|
| The
results of our endeavors in marketing bulk cement and Sulphate Resisting
Cement (SRC) has paid |
|
| some
dividends and we are now the leaders of Sulphate Resistant Cement |
|
|
| DEBT
SERVICING |
|
|
| Due
to financial constraints, we approached International Finance Corporation
(IFC) for restructuring |
|
| of
Loans. The matter is in advance stage and we expect that restructuring will
be done in near future. |
|
|
| MERGER
ARRANGEMENT FOR |
|
| D.G.KHAN
ELECTRIC COMPANY LTD. |
|
|
| The
Directors of your Company have recommended the merger of D.G.Khan Electric
Company Limited |
|
| (DGKECL)
with D.G. Khan Cement Company Limited, subject to the approval of
shareholders and |
|
| Honourable
High Court. DGKECL is an associated company established in 1994 with a sole
object of |
|
| power
generation, |
|
|
| The
merger will economize the financial burden of the Company and reduce the
administrative and |
|
| corporate
costs. It is hoped that the merger will be helpful to reduce the losses of
the Company. |
|
|
| YEAR
2000 COMPLIANCE |
|
|
| The
issue of Year 2000 compliance has been properly attended. According to the
plan, soft wares |
|
| have
been made Y2K compliant, and non-compliant hardware had replaced. |
|
|
| PATTERN
OF SHAREHOLDINGS |
|
|
| The
pattern of shareholding of the Company as on June 30, 1999 is annexed with
the Annual Report. |
|
|
| AUDITORS |
|
|
| M/s
A.F. Ferguson & Company, Chartered Accountants, Lahore, the retiring
Auditors, being eligible, |
|
| offer
themselves for re-appointment. |
|
|
| M/s
Amin Mudassar & Company, Chartered Accountants, Lahore have been
appointed as Cost |
|
| Auditors
for the year ended 30th June 1999 with the prior approval of Securities &
Exchange Commission |
|
| of Pakistan. |
|
|
| ACKNOWLEDGMENT |
|
|
| The
relations between the management and workers remained cordial and peaceful.
The Directors |
|
| placed
on record appreciation for hard work done by the workers, staff and officers
during the year. |
|
|
|
On behalf of the Board |
|
|
| Lahore: |
|
MRS. NAZ MANSHA |
|
| December
06,1999 |
|
Chief Executive |
|
|
| FIVE
YEARS AT A GLANCE |
|
|
|
1999 |
1998 |
1997 |
1996 |
1995 |
|
| PRODUCTION
& SALES |
|
(M. Tons) |
|
| Clinker |
|
1,020,605 |
940,007 |
634,821 |
730,450 |
669,086 |
|
| Cement |
|
1,111,504 |
912,979 |
667,937 |
767,363 |
685,348 |
|
| Despatches |
|
1,115,288 |
900,010 |
671,417 |
753,608 |
698,063 |
|
|
| OPERATING
RESULTS |
|
(Rupees in thousand) |
|
| Net Sales |
|
2,259,814 |
1,238,983 |
1,347,594 |
1,547,090 |
1,498,945 |
|
| Gross
Profit/(Loss) |
(57,620) |
141,112 |
274,692 |
591,430 |
757,254 |
|
| Pre-tax
profit/(Loss) |
(577,680) |
(46,566) |
83,571 |
308,411 |
569,557 |
|
| After
tax profit/(Loss) |
(580,369) |
(58,284) |
71,454 |
248,411 |
386,788 |
|
|
| FINANCIAL
POSITION |
|
|
| Current Assets |
1,096,846 |
1,029,452 |
989,212 |
1,297,610 |
1,240,604 |
|
| Current
Liabilities |
3,000,680 |
2,223,023 |
957,506 |
717,423 |
550,837 |
|
| Operating
Fixed Assets |
6,879,071 |
7,055,845 |
804,047 |
786,929 |
692,991 |
|
| Total Assets |
|
8,800,307 |
9,069,278 |
8,102,729 |
7,390,244 |
4,010,890 |
|
| Long
Term Liabilities |
2,581,873 |
3,049, 132 |
3,288,816 |
2,887,875 |
349,724 |
|
| Shareholders'
Equity |
3,217,754 |
3,798,123 |
3,856,407 |
3,784,946 |
3,110,329 |
|
|
| RATIOS |
|
|
| Current
Ratio |
|
0.37:1 |
0.46: t |
1.03: 1 |
1.81 : 1 |
2.25:1 |
|
| Debt to Equity |
|
45:55 |
45:55 |
46:54 |
43:57 |
10:90 |
|
| Gross
Profit/(Loss) to Sales (%) |
(2.55) |
11.39 |
20.38 |
38.23 |
50.52 |
|
| Net
Profit/(Loss) to Sales (%) |
(25.68) |
(4.70) |
5.30 |
16.06 |
25.80 |
|
| Break
Up Value per share (Rs.) |
24.30 |
28.69 |
29.13 |
34.82 |
31.47 |
|
|
|
|
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
|
| We
have audited the annexed balance sheet of D.G. Khan Cement Company Limited as
at |
|
| June
30, 1999, the profit and loss account and the cash flow statement, together
with the notes forming |
|
| part
thereof and we state that we have obtained all the information and
explanations which to the |
|
| best
of our knowledge and belief were necessary for the purposes of our audit and
after due verification |
|
| thereof,
we report that: |
|
|
| (a)
in our opinion, proper books of account have been kept by the Company as
required by the |
|
| Companies
Ordinance, 1984; |
|
|
| (b)
in our opinion |
|
|
| (i)
the balance sheet and profit and loss account together with the notes thereon
have been |
|
| drawn
up in conformity with the Companies Ordinance, ~984 and are in agreement with |
|
| the
books of account and are further in accordance with accounting policies
consistently |
|
| applied; |
|
|
| (ii)
the expenditure incurred during the year was for the purpose of the Company's
business; |
|
| and |
|
|
| (iii)
the business conducted, investments made and the expenditure incurred during
the year |
|
| were
in ac |
