| BENGAL FIBRE INDUSTRIES LIMITED |
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| Annual Reports 2002 |
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| Contents |
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| Notice of Meeting |
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| Directors' Report |
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| Auditors'
Review on |
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| Compliance
of Code |
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| of
Corporate |
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| Governance |
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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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| Cash Flow Statement |
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| Statement
of Changes |
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| in Equity |
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| Notes
to the |
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| Financial Statements |
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| Pattern
of |
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| Shareholding |
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| Summary
of |
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| Financial Data |
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| Company Information |
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| BOARD OF DIRECTORS |
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| Executive Directors |
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| Mr. Ali Mohammad Haji Mohammad |
Chairman |
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| Mr. Abdul Sattar H.A. Rehman
Bengali |
Chief Executive |
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| Mr. Yunus Haji Hashim Bengali |
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| Non-Executive Directors |
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| Mr. Noor Mohammad Abubakar |
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| Mr. Faisal G. Bengali |
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| Mr. Firasat Ali (NIT) |
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| Mr. Behram Hasan (NIT) |
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| Mr. Khizer Hayat Aamir (SLIC) |
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| BOARD OF AUDIT COMMITTEE |
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| Mr. Faisal G. Bengali |
Chairman |
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| Mr. Yunus Haji Hashim Bengali |
Member |
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| Mr. Khizer Hayat Aamir |
Member |
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| Mr.
Abdul Rab |
Secretary |
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| PRINCIPAL OFFICERS |
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| Mr. Abdul Ghani H.A. Rehman
Bengali |
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| Senior Executive Vice
President |
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| Mr. Ahmed Hashim Memon |
Chief Engineer |
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| CHIEF FINANCIAL OFFICER |
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| Mr. Rizwan Manai |
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| COMPANY SECRETARY |
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| Mr. Muhammad Iqbal Moon |
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| AUDITORS |
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| Sidat Hyder Qamar & Co. |
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| Chartered Accountants |
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| BANKERS |
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| Habib Bank Limited |
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| Muslim Commercial Bank
Limited |
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| United Bank Limited |
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| Allied Bank of Pakistan
Limited |
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| Askari Commercial Bank
Limited |
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| REGISTERED OFFICE |
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| Bengal House, Aga Khan/G.
Allana Road, |
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| Karachi-74000 Phone No.
7526338-41, 7529492 |
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| Fax:
(09221) 7512857, E-mail: bengal@khi.compol.com |
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| FACTORY |
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| Plot No. 53 & 54, Sector
15, |
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| Korangi Industrial Area, |
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| Karachi, Phone No. 5063591-4
Fax : 5063590 |
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| SALES OFFICE |
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| 70-Alam Market, Near
Ghordhandas Market, |
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| Saleh Mohammad Street,
Karachi. |
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| Phones : 2419540-2415675,
Fax: 2429520 |
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| Notice of Annual General
Meeting |
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| NOTICE
IS HEREBY GIVEN to the members that the thirty-sixth Annual General Meeting
will be 1 |
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| Registered
Office of the Company at Bengal House, Aga Khan/G.Allana Road, Karachi on
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October 2002 at 11:00 a.m. to transact the following business: |
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| 1) To receive and consider the Audited
Accounts of the Company for the year ended 30 June |
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with the Directors' and Auditors' Reports thereon. |
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| 2) To appoint Auditors for the ensuing
year, and to fix their remuneration. |
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| 3) To transact with the permission of the
Chairman any other business which may be transactec |
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| Annual General Meeting. |
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| By Order of the Board |
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| Karachi: 02 October 2002 |
MUHAMMAD IQBAL MOOIS |
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Company Secretary |
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| NOTES: |
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| 1. The Share Transfer Books of the Company
will remain closed from 17 October 2002 to 25 0( |
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| 2002 (both days inclusive). |
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| 2. A Member of the Company entitled to
attend and vote at the Annual General Meeting may a^ |
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| another
Member as his/her proxy to attend and vote on his/her behalf. Proxies, in
order to be |
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be received at the Registered Office of the Company not later than 48 hours
before the ti |
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| holding the Meeting. Form of
proxy is enclosed. |
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| 3.
Shareholders are requested to promptly notify the Company of any change in
their registered |
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| addresses, to ensure delivery
of mail. |
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| 4. To facilitate identification, for right
to attend the Annual General Meeting, shareholder whose hoi |
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on the Central Depository System (CDS) or his/her Proxy should authenticate
his/her ident |
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| showing
his/her original National Identity Card (NIC) or original Passport at the
time of atte |
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meeting, alongwith the Participant's Identity Number and Shareholder's
account number allc |
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| by the Central Depository
Company. |
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| In
case of corporate entity, the Board of Directors' resolution/power of
attorney with spec |
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| signature
of the nominee shall be produced at the time of the meeting. |
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| Directors Report |
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| The
Directors of the Company are pleased to present the thirty-sixth Annual
Report together with the audited accounts |
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| of the company for the year
ended 30 June 2002. |
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| FINANCIAL RESULTS |
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2002 Rupees |
2001 Rupees |
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| Operating
Profit |
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20,502,771 |
62,172,123 |
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| Other Income |
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207,870 |
433,722 |
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20,710,641 |
62,605,845 |
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| Financial & other charges |
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19,344,66) |
28,878,112 |
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| Profit before Taxation |
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1,365,976 |
33,727,733 |
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| Taxation |
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1,371,422 |
14,456,331 |
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| (Loss) /Profit after Taxation |
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5,446 |
19,271,402 |
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| Accumulated (Loss) brought
forward |
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3,670,787 |
22,942,189 |
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| Accumulated (Loss) carried
forward |
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3,676,233 |
3,670,787 |
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| (Loss)/Earning per share |
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(0.001) |
3 |
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| REVIEW OF RESULTS |
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| Net
sales during the year under review decreased by 11.5% to Rs. 344,701,650.
This decrease is attributable to lower |
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| volume,
change in sales mix and reduction in selling prices. In case of operating
expenses, inspite of strict cost cutting |
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| policies
adopted by the management, there is a nominal increase of 1.40% to Rs.
17,019,355 due to inflation. Financial |
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| charges
during the year under review decreased by 20.12% to Rs. 18,950,977 due to
effective management of working |
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| capital,
consistent repayments of long term debt and relief in mark-up rates allowed
by the lenders. |
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| The
following are the major factors, which eroded the profitability of the
company; |
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| 1) Enhanced imports of yarns at
cheaper/under invoiced prices. |
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| 2) Smuggling of Fabric leading to closure
of looms. |
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| 3) Reduction in selling prices of yarns. |
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| PRODUCTION & SALES |
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| Total
production of Nylon & Polyester yarn during the year under review
decreased by 213,687 kgs (7.05%) to 2,815,252 |
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| kgs
as compared to 3,028,939 kgs produced during the previous year. |
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| Sales
volume during the review year decreased by 1.82% from 2,945,947 kgs to
2,892,468 kgs. |
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| Net
sales during the year decreased by Rs. 44,799,393 or 11.5% to Rs.
344,701,650. |
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| CAPITAL EXPENDITURE |
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| In
order to increase the sales revenue by value addition in existing product,
the Company has imported a Draw ^ |
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| machine
from M/s. Zinser AG of Germany. The import documents for the machine were
retired before close i |
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| financial
year through disbursement against the consortium lease arrangement with Orix
Leasing Pakistan Ltd. & I |
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| Leasing.
This machine has successfully been installed at our production site and shall
be used to convert the si |
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| pre-oriented
yarn into FDY, which was being sold outright due to non availability of down
stream production fa |
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| Currently this machine is in
trial production. |
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| CODE OF CORPORATE GOVERNANCE |
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| The
Company has already complied with certain requirements under the 'Code of
Corporate Governance' and w |
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| aligning
itself with the remaining areas in due course. |
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| The
directors hereby confirm the following as required by clause (xix) of the
code; |
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| 1) The financial statements, prepared by the
management present fairly the company's state of affairs, the n |
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its operations, cash flows and changes in equity. |
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| 2)
Proper books of account have been maintained. |
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| 3) Appropriate Accounting Policies have been
consistently applied in the preparation of financial statemer |
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| 4) International Accounting Standards, as
applicable in Pakistan, have been followed in the preparation offina |
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| statements. |
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| 5) The system of internal control of the
company is in place and is sound in design and is effectively moniti |
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| 6) The going concern assumption in the
preparation of financial statements is appropriate. |
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| 7) The company has endeavoured its full to
follow the best practices of corporate governance as detailed i] |
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| listing regulations. |
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| 8) During the year five Board meetings were
held. Attendance by each director was as under:- |
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| NAME OF DIRECTORS |
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NO. OF MEETINGS ATTENDED |
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| Mr. Aii Mohammad Haji
Mohammad (Chairman) |
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4 |
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| Mr,
Abdul Sattar H.A. Rehman Bengali (Chief Executive) |
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| Mr. Yunus Hashim Bengali |
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5 |
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| Mr. Faisal G. Bengali |
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3 |
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| Mr. Noor Mohammad Abubaker |
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5 |
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| Mr. Farooq Haji Mohammad |
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1 |
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| Mr. Firasat Ali |
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5 |
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| Mr. Khizar Hayat Aamir |
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2 |
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| Mr. Kh. Mansoor Mukhlar Shah |
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3 |
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| Mr. Mohammad Latif |
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1 |
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| Ms. Naz Afreen |
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Nil |
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| During
the year, election of directors took place. In place of Mr. Kh. Mansoor
Mukhtar Shah (NIT) |
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| Mr.
Abdul Latif (SLIC), Ms. Naz Afreen (NIT) and Mr. Khizar Hayat Aamir (SLIC)
joined the B( |
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| (subsequent
to the end of the year under review, Ms. Naz Afreen resigned from the board
and Mr. Beh |
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| Hasan
has co-opted the board for her remaining term). |
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| 9) There are no material statutory payments on
account of taxes, duties, levies and'charges, which remain outstand |
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| ing. |
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| 10)
Key operating and financial data for the last six years are annexed. |
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| 11)
Pattern of shareholding at 30 June 2002 as per revised format under the Code
of Corporate Governance is |
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| annexed. |
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| FUTURE OUTLOOK |
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| The
future outlook of the company must be viewed in the backdrop of the regional
economic scenario: |
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| 1) The major industrialised economies of the
world are passing through a recession as such the gigantic capacities |
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| of
the Far East continue to take the local manaut'acturer's market share. |
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| 2)
Fabric of man-made yarns continues to be smuggled into the country. The local
yam manufacturers. Fabric |
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| Producers
and Processors are all faced with this predicament. |
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| 3)
The Federal Budget 2002-2003 announced in mid June, reduced the duty on Nylon
Yarn with no relief in duty |
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| on
caprolactum. This coupled with under invoicing have made local nylon yarn
incompetitive. |
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| 4) Under invoicing of imported yarn adds to
the plight of local yam manufacturers. |
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| 5)
Exports of Fabric made from local man-made yam suffer due to duty drawback
rebate reduced by the |
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| Government. |
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| 6) In light of the highly competitive market
place, the company must resort to cost cutting and optimize efficiency |
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| to Survive. |
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| DIRECTORS |
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| Elections
to the Board of Directors of the Company took place on March 11, 2002. The
following are currently the |
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| Directors of the Company. |
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| 1. Mr. Ali Mohammad Haji
Mohammad |
(Chairman) |
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| 2. Mr. Abdul Sattar H.A.
Rehman Bengali |
(ChiefExecutive) |
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| 3. Mr. Noor Mohammad Abubaker |
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| 4.Mr. Farooq Haji Mohammad |
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| 5. Mr. Yunus Hashim Bengali |
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| 6. Mr. Faisal G. Bengali |
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| 7. Mr. Firasat Ali (NIT) |
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| 8. Mr. Khizar Hayat Aamir
(SLIC) |
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| 9. Mr. Behram Hasan (NIT) |
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| STAFF RETIREMENT BENEFIT |
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| The
Company operates provident fund schemes for its administrative staff and
factory workers, which are managed by the |
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| trustees.
During the year total contribution of Rs. 1,209,003 was made by the company
towards the funds. Value of |
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| investments
in both the funds amounted to Rs. 13,650,689 as at June 30, 2002. |
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| TRADING IN SHARES OF THE
COMPANY |
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| During
the year no trading transaction in respect of shares of the company entered
into by the directors, CEO, CFO, |
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| Company
Secretary, their spouses or minor children. |
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| DIVIDEND DECLARATION |
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| Keeping
in view the adverse figure of the revenue reserve, the directors of the
Company are not in position to declar |
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| dividend. |
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