| FATEH INDUSTRIES LIMITED |
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| Annual
Reports 2002 |
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| Notiee
of Annual Genera! Meeting |
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| Notice
is hereby given that the 17th Annual General Meeting of the Shareholders of
FATEH |
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| INDUSTRIES
LIMITED, will be held on Monday the 14th October, 2002 at 8.30 a.m. at
the |
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| registered
office of the Company at Mirpurkhas Road, Hyderabad for the purpose of
transacting |
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| the
following business:- |
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| |
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| 1.
To confirm the minutes of the last Extraordinary General Meeting of the
Company |
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| held
on 24th June, 2002 |
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| |
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| 2.
To receive, consider and adopt the Audited Accounts for the year ended 30th
June, 2002 |
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| together
with Directors and Auditors Reports thereon. |
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| |
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| 3.
To appoint Auditors for the year 2002-2003 and fix their remuneration. |
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| 4.
Any other business with the permission of the chair. |
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| By order of the Board |
|
Muhammad Nisar |
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| FATEH
INDUSTRIES LIMITED |
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Company Secretary |
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| |
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| Hyderabad |
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| 23rd
September, 2002 |
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| NOTES: |
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| 1.
The Share transfer books of the Company will remain closed for 7 days from
8th to 14th |
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| October,
2002 (both days inclusive). |
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| |
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| 2.
Any member of the Company who is entitled to attend and vote may appoint
any |
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| other
member of the Company as his/her Proxy to attend and vote in his / her stead. |
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| |
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| 3.
Proxies in order to be effective must be received by the Company at the
Registered |
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| Office
not later than 48 hours before the time of holding the meeting. |
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| |
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| 4.
Shareholders are required to notify the change of their address, if any,
immediately. |
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| Company
Information |
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| MANAGING DIRECTOR &
CHIEF EXECUTIVE |
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| Mr. Saeed Alam |
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| |
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| DIRECTORS |
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| Mr.
Rauf Alam |
|
| Mr.
Aftab Alam |
|
| Mr. Muhammad Mohsin |
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| Mr. Muhammad Naveed |
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| Mrs.
Jamila Alam |
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| Mrs. Najma Roshan |
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| |
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| SECRETARY |
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| Mr.
Muhammad Nisar |
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| |
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| CHIEF
FINANCIAL OFFICER |
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| Mr.
Muhammad Ishaque Essani |
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| |
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| AUDIT
COMMITTEE |
|
| Mr. Rauf Alam (Chairman) |
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| Mr. Muhammad Mohsin (Member) |
|
| Mr.
Muhammad Naveed (Member) |
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| |
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| AUDITORS |
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| M/s. Shahid Hussain & Co. |
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| Chartered Accountants, |
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| Karachi. |
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| |
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| BANKERS |
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| United
Bank Limited. |
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| |
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| REGISTERED
OFFICE |
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| Mirpurkhas
Road, |
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| Hyderabad. |
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| |
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| BRANCH OFFICE |
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| 7th Floor, Suit #. 706, |
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| Business & Finance Centre, |
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| I.I. Chundrigar Road, |
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| Karachi. |
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| |
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| PLANT |
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| Mirpurkhas
Road, |
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| Hyderabad. |
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| Director's
Report To The Members |
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| On
behalf of the Board of Directors I welcome you on the 17th Annual General
Meeting of your Company |
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| M/S.
FATEH INDUSTRIES LIMITED, and present before you the audited accounts and
Auditors' Report |
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| for
the year ended on June 30, 2002. |
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| |
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| Key
operating figures are set out below |
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| |
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| |
| |
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| |
1996-97 |
1997-98 |
1998-99 |
1999-00 |
2000-01 |
2001-02 |
|
| Sales |
|
84,622 |
22,685 |
23,086 |
- |
- |
- |
|
| Gross
Profit / (Loss) |
19,658 |
(7,126) |
7,553 |
- |
- |
- |
|
| Selling
& Administration Expenses |
10,295 |
11,240 |
5,680 |
34,553 |
31,966 |
0 |
|
| Profit
/ (loss) before Taxation |
(5,163) |
(26,892) |
(11,213) |
(41,048) |
(31,980) |
(0) |
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| |
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| The
operational activities remained suspended due to lack of working capital.
There are no expenses accrued |
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| during
the current year except for Rs. 0.160 million on account of taxes, fee, legal
/ professional charges. |
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| |
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| The
Company has realized net profit of Rs. 1.456 million due to reversal of tax
provisions after finalization of |
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| past
assessments. ^ |
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| |
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| Accumulated
loss ofRs. 131 million has been transferred to Balance Sheet. |
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| |
| AUDITORS
OBSERVATION |
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| |
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| We
would also like to mentioned that the depreciation, for the year not charged
due to suspension of |
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| production.
The Interest charges on loans not accounted for. The management of the
Company is negotiating |
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| with
the bank for compromise settlement. Once the settlements of loans reached,
appropriate provision of |
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| markup
will be made. |
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| |
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| Deferred
Tax liability is not accounted for as the difference of W.D.V. due to
accelerated tax depreciation is |
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| unlikely to reverse. |
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| |
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| The
management of the Company prepared these accounts on a going concern basis
and will financially |
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| support
the company. |
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| |
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| The
Pattern of Shareholding required under section 236 of the Companies
Ordinance, 1984 is annexed. |
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| |
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| The
retiring Auditors M/s. Shahid Hussain & Company, Chartered Accountants,
being eligible offer |
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| themselves
for reappointment. |
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| |
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| During
the year. Company has held four (04) Board of Director's Meetings. |
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| |
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| We
give below statements on corporate and financial reporting frame work. |
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| |
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| •
The financial statements presents fairly its state of affairs. |
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| |
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| •
The Company maintain proper books of accounts and accounting policies
constantly |
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| applied
except policy of depreciation due to non production. The management of
the |
|
| Company
also not accounted for deferred taxation as the income of the company
covered |
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| under
presumption tax regime. |
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| |
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| •
The International Accounting Standards, as applicable in Pakistan, have been
followed in |
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| preparation
of Financial Statements and any departure therefrom has been adequately |
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| disclosed. |
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| |
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| •
The System of Internal Control which was in place, is being continuously
reviewed by |
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| internal
audit and other such procedures. The process of review will continue with
the |
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| objective
to further improve. |
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| |
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| •
There are no significant doubts upon the company's ability to continue as a
going concern |
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| due
to Financial support from the Directors.. |
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| |
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| •
There has been no material departure from the best practices of corporate
governance, as |
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| detailed
in the listing regulations. |
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| |
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| Dated:
16th September, 2002 |
|
SAEED ALAM |
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| |
|
CHAIRMAN |
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| |
BOARD OF DIRECTORS |
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| |
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| Auditors's
Report To The Members. |
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| |
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| We
have audited the annexed balance sheet of M/s. Fateh Industries Limited as at
30th |
|
| June,
2002 and the related profit and loss account, cash flow statement and
statement of |
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| changes
in equity together with the notes forming part thereof, for the year then
ended and |
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| we
state that we have obtained all the information and explanations which, to
the best of |
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| our
knowledge and belief, were necessary for the purposes of our audit. |
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| |
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| It
is responsibility of the company's management to establish and maintain a
system of |
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| internal
control, and prepare and present the above said statements in conformity with
the |
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| approved
accounting standards and requirements of the Companies Ordinance, 1984.
Our |
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| responsibility
is to express an opinion on these statements based on our audit. |
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| |
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| We
conducted our audit in accordance with the auditing standards as applicable
in Pakistan. |
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| These
standards require that we plan and perform the audit to obtain reasonable
assurance |
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| about
whether the above said statements are free of any material misstatement. An
audit |
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| includes
examining, on a test basis, evidence supporting the accounting policies
and |
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| significant
estimates made by management, as well as, evaluating the overall
presentation |
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| of
the above said statements. We believe that our audit provides a reasonable
basis for our |
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| opinion
and after due verification, we report that: |
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| |
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| |
|
| 1.
The company has incurred income Rs. 1.456 million due to reversal of tax
provision |
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| necessary
after finalization of tax assessments. The accumulated loss upto June
30, |
|
| 2002
is Rs. 131.066 million which has resulted in net capital deficiency ofRs.
111.066 |
|
| million.
The current liabilities exceeded current assets by Rs. 190.342 million.
The |
|
| accounts
have been prepared this year also on a going concern basis validity of
which |
|
| depends
on the support from directors of the company towards providing working |
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| capital
and other Finance in the absence of which the basis would not be valid
and |
|
| adjustment
would have to be made for any gain of loss arising on realisation of |
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| company's assets. |
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| |
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| 2.
That the charge of depreciation for the year has not been provided as
mentioned in note |
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| 2.2
to the accounts. Had the depreciation been charged on the generally
accepted |
|
| accounting
principles, loss for the year would have been Rs. 8.067 million and |
|
| accumulated
loss would have been Rs. 140.588 million. |
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| |
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| 3.
That the company does not account for deferred tax liability as mentioned in
not 2.3, |
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| however,
had it been accounted for an amount of Rs. 2.810 million would be charge
in |
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| the income. |
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| |
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| 4.
The company has not accrued financial charges which is against the generally
accepted |
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| accounting
policies. |
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| |
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| a)
In our opinion, proper books of account have been kept by the company as
required |
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| by
the companies Ordinance, 1984: |
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| |
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| b) in our opinion: |
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| |
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| i)
the balance sheet and profit and loss account together with the notes
thereon |
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| have
been drawn up in conformity with the Companies Ordinance, 1984, and |
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| are
in agreement with the books of account and are further in accordance
with |
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| accounting
policies, expect for the change as stated in note 2.2, and 2.3 to the |
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| accounts
and para 4 above with which we do not concur: |
|
| |
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| ii)
the expenditure incurred during the year was for the purpose of the |
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| Company's
business; and |
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| |
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| iii)
the business conducted, investments made and the expenditure incurred |
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| during
the year were in accordance with the objects of the company; |
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| |
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| c)
in our opinion and to the best of our information and according to the |
|
| explanations
given to us, the balance sheet, profit and loss account, cash flow |
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| statements
and statements of changes in equity together with the notes forming part |
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| thereof
conform with approved accounting standards as applicable in Pakistan,
and, |
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| give
the information required by the Companies Ordinance, 1984, in the manner
so |
|
| required,
because of the significance of the matters referred to in para 1 to 4
above |
|
| we
do not express an opinion on the state of the Company's affairs as at 30th
June, |
|
| 2002
and of the profit, its cash flows and changes in equity for the year than
ended; |
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| |
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| and |
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| |
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| in
our opinion, no Zakat deductible at source under the Zakat and Ushr
Ordinance, |
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| 1980 (XVIII of 1980) |
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| |
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| Dated : September 16, 2002 |
|
SHAHID HUSSAIN & CO. |
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| |
|
Chartered Accountant |
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| |
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| STATEMENT OF COMPANLIANCE WITH |
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| BESTS
PRACTICES OF CORPORATE GOVERNANCE. |
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| |
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| The
Company is in process of implementing all facets of the Code of
Corporate |
|
| Governance
issued by the Karachi Stock Exchange and the Board feel pleasure in
stating |
|
| that
provisions of the Code, relevant for the year ended June 30. 2002, have been
duly |
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| complied with. |
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| |
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| REVIEW REPORT TO THE MEMBERS
ON |
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| STATEMENT OF
COMPLIANCE WITH BEST PRACTICES OF |
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| CODE
OF CORPORATE GOVERNANCE |
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| |
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| We
have reviewed the Statement of Compliance with the best practices contained
in the |
|
| Code
of Corporate Governance as applicable to the company for the year ended June
30, |
|
| 2002
prepared by the Board of Directors of Fateh Industries Limited, to comply
with the |
|
| relevant
listing Regulations of the Karachi Stock Exchange where the Company is
listed. |
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| |
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| The
responsibility for compliance with Code of Corporate Governance is that of
the |
|
| Board
of Directors of the Company. Our responsibility is to review to the extent
where |
|
| such
compliance can be objectively verified, whether the Statement of
compliance |
|
| reflects
the status of the Company's compliance with the provisions of the Code
of |
|
| Corporate
Governance and report if it does not. A review is limited primarily to
inquiries |
|
| of
the Company personnel and review of various documents prepared by the Company
to |
|
| comply
with the Code. |
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| |
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| As
part of our audit of financial statements we are required to obtain an
understanding of |
|
| the
accounting and internal control systems sufficient to plan the audit and
develop an |
|
| effective
audit approach. We are not required to consider whether the Board's
statement |
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| on
internal control covers all risks and controls or to form and opinion on
the |
|
| effectiveness
of such internal controls the Company's corporate governance procedures |
|
| and risks. |
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| |
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| Based
on our review, the company has so far appointed Chief Financial Officer, |
|
| Company
Secretary and formed Audit Committee with the best practices contained in
the |
|
| Code
of Corporate Governance. |
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| |
|
| Dated
: September 16,2002 |
|
SHAHID HUSSAIN & CO. |
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| |
|
Chartered Accountants |
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| |
| Balance
Sheet As At June 30 , 2002 |
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| |
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| |
NOTE |
30-06-2002 |
30-06-2001 |
|
| CAPITAL
& LIABILITIES |
|
|
RUPEES |
RUPEES |
|
| SHARE
CAPITAL AND RESERVES |
|
| Authorized Capital |
|
| 10,000,000
ordinary Shares ofRs. 10/- each |
|
100,000,000 |
100,000,000 |
|
| Issued,
subscribed and paid up share capital |
3 |
20,000,000 |
20,000,000 |
|
| General reserve |
|
4 |
- |
- |
|
| Unappropriated
loss |
|
(131,065,671) |
(132,521,776) |
|
| |
(111,065,671) |
(112,521,776) |
|
| LONG
TERM LOAN |
|
5 |
19,138,956 |
19,138,956 |
|
| CURRENT
LIABILITIES |
|
|
|
| Current
portion of long term liabilities |
|
6 |
- |
- |
|
| Short
term running finances |
|
7 |
277,021,151 |
245,319,772 |
|
| Creditors,
accrued and other liabilities |
|
8 |
41,939,093 |
74,075,978 |
|
| Provision
for taxation |
|
9 |
- |
200,000 |
|
| |
318,960,244 |
319,595,750 |
|
| CONTINGENCIES
AND COMMITMENTS |
10 |
|
|
| |
227,033,529 |
226,212,930 |
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| |
|
|
|
| Notes: |
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| |
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|
|
| 1.
The annexed notes form an integral part of these accounts. |
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| |
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| 2.
Auditor's report is attached |
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|
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| |
|
|
|
| SAEED ALAM |
|
|
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| |
|
|
|
| Dated:
16th September, 2002 Chief Executive |
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| |
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| |
NOTE |
30-06-2002 |
30-06-2001 |
|
| PROPERTY
& ASSETS |
|
|
RUPEES |
RUPEES |
|
| TANGIBLE
FIXED ASSETS |
|
|
|
| Operating
fixed assets |
|
11 |
98,398,115 |
98,398,115 |
|
| LONG
TERM INVETMENTS |
|
12 |
17,566 |
17,566 |
|
| CURRENT
ASSETS |
|
|
|
| Stores,
spare parts and loose tools |
|
13 |
8,158,130 |
8,158,130 |
|
| Stock-in-trade |
|
14 |
9,172,038 |
9,172,038 |
|
| Trade debts |
|
15 |
57,992,049 |
58,120,352 |
|
| Advances,
deposits and prepayments |
|
16 |
10,163,555 |
9,210,517 |
|
| Other receivables |
|
17 |
43,045,828 |
43,045,828 |
|
| Cash
and bank balances |
|
18 |
86,248 |
90,384 |
|
| |
128,617,848 |
127,797,249 |
|
| |
|
|
| |
227,033,529 |
226,212,930 |
|
| |
|
|
|
| RAUFALAM |
|
SHAHID HUSSAIN & CO. |
|
|
| Director |
|
Chartered Accountant |
|
|
| |
|
|
| Profit
& Loss Account For The Year Ended June 30 , 2002 |
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| |
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| |
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| |
NOTE |
30-06-2002 |
30-06-2001 |
|
| Sales |
|
|
RUPEES 0 |
RUPEES 0 |
|
| Cost of Sales |
|
20 |
- |
- |
|
| Gross Profit |
|
- |
- |
|
| Administration
Expense |
|
21 |
145,636 |
31,965,828 |
|
| Selling Expense |
|
22 |
- |
- |
|
| |
145,636 |
31,965,828 |
|
| Operating Loss |
|
(145,636) |
(31,965,828) |
|
| Other Income |
|
23 |
665 |
610 |
|
| |
(144,971) |
(31,965,218) |
|
| Financial Expenses |
|
24 |
100 |
- |
|
| Other Charges |
|
25 |
15,000 |
15,000 |
|
| |
15,100 |
15,000 |
|
| Prior
Period Adjustment |
|
|
|
| Loss
before Taxation |
|
(160,071) |
(31,980,218) |
|
| Taxation |
|
|
|
| Current |
|
- |
- |
|
| Prior |
|
1,616,176 |
- |
|
| |
1,616,176 |
- |
|
| Profit
/ (Loss) after Taxation |
|
1,456,105 |
(31,980,218) |
|
| Unappropriated
(Loss) brought forward |
|
(132,521,776) |
(130,541,558) |
|
| (Loss)
Available for appropriations |
|
(131,065,671) |
(162,521,776) |
|
| Appropriations |
|
|
|
| Transfer
f General Reserve |
|
- |
30,000,000 |
|
| Unappropriated
Loss carried to Balance Sheet |
|
(131,065,671) |
(132,521,776) |
|
| |
|
|
|
| Note:
The annexed notes form an integral part of these accounts. |
|
|
| |
|
|
|
| SAEEDALAM |
|
RAUFALAM |
|
SHAHDO HUSSAIN & CO. |
|
|
| Chief Executive |
|
Director |
|
Chartered Accountants |
|
|
| |
|
|
|