| CONTENTS |
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| Company Information |
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| Performance
of the Company at a Glance |
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| Notice of Meeting |
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| Report of the Directors |
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| Mission
Statement & Vision |
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| Statement
of Ethics and Business Practices |
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| Statement
of Compliance with Best Practices |
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| , of Corporate Governance |
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| Auditors'
Report to the Members |
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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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| Statement
of Changes in Equity |
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| Notes to the Accounts |
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| Pattern of Shareholding |
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| COMPANY
INFORMATION |
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| |
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| BOARD
OF DIRECTORS |
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| |
EBRAHIM HAJI KARIM -
CHAIRMAN |
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| |
UMER HAJI KARIM-CHIEF
EXECUTIVE |
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| |
ANWAR HAJI KARIM |
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| |
YAKOOB HAJI KARIM |
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| |
AHMED EBRAHIM |
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| |
PIR MUHAMMAD A. KALIYA |
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| |
ATHER HUSSAIN MEDINA |
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| |
IQBAL ISMAIL |
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| AUDIT COMMITTEE |
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| |
PIR MUHAMMAD A. KALIYA -
CHAIRMAN |
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| |
YAKOOB HAJI KARIM |
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IQBAL ISMAIL |
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| SECRETARY |
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M. SALEEM AZIZ |
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| BANKERS |
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HABIB BANK LIMITED |
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HABIB BANK AG ZURICH |
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CITIBANK N.A. |
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AMERICAN EXPRESS BANK
LIMITED |
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METROPOLITAN BANK LIMITED |
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BANK AL-HABIB LIMITED |
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MUSLIM COMMERCIAL BANK
LIMITED |
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NATIONAL BANK OF PAKISTAN |
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BANK ALFALAH LIMITED |
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| AUDITORS |
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TASEER HADI KHALID &
CO. |
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CHARTERED ACCOUNTANTS |
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| LEGAL ADVISORS |
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| |
TASAWUR ALI HASHMI |
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| |
ADVOCATES |
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| REGISTERED OFFICE |
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3RD FLOOR, KARACHI DOCK
LABOUR BOARD |
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BUILDING, 58-WEST WHARF
ROAD, |
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KARACHI-74000 |
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| FACTORY |
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| |
F.1,2,3, & F.13, 14 & 15, |
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HUB INDUSTRIAL TRADING
ESTATE, |
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DISTRICT LASBELLA,
BALOCHISTAN |
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| PERFORMANCE
OF THE COMPANY AT A GLANCE |
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|
EIGHTEEN |
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| |
YEAR |
|
MONTHS |
|
YEAR |
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| |
ENDE |
|
ENDED |
|
ENDED |
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| |
DECEMBER |
|
JUNE 30 |
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JUNE 30 |
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| |
1992 |
1993 |
1994 |
1995 |
1997 |
1998 |
1999 |
2000 |
2001 |
2002 |
| STATISTICAL
SUMMARY |
Rupeees in million |
| Gross sales |
|
833 |
1,143 |
1,409 |
1,699 |
2,054 |
1,170 |
1,013 |
1,558 |
1,880 |
1,899 |
| Profit/(loss)
before taxation |
35 |
154 |
257 |
274 |
36 |
(8) |
12 |
122 |
153 |
129 |
| Taxation |
|
4 |
5 |
6 |
7 |
9 |
5 |
1 |
38 |
56 |
39 |
| Profit/(loss) after taxation |
|
31 |
149 |
251 |
267 |
27 |
(13) |
11 |
84 |
97 |
90 |
| Gross
assets employed |
|
1,290 |
1,365 |
1,443 |
1,481 |
1,477 |
1,446 |
1,392 |
1,306 |
1,262 |
1,296 |
| (including
capital work-in-progress) |
|
| Paid-up capital |
|
374 |
374 |
448 |
560 |
560 |
560 |
560 |
560 |
560 |
560 |
| Shareholders' equity |
|
416 |
565 |
816 |
985 |
1,012 |
999 |
969 |
997 |
996 |
974 |
| |
|
| EARNING
AND PAY OUT |
Rupees per share of Rs.10/- each |
| Earnings
per share after taxation |
1 |
4 |
6 |
5 |
0 |
(0) |
0 |
2 |
2 |
2 |
| Break-up value |
|
11 |
15 |
18 |
18 |
18 |
18 |
17 |
18 |
18 |
17 |
| Bonus shares |
|
- |
1:5 |
1:4 |
- |
- |
- |
- |
- |
- |
- |
| Cash dividend |
|
- |
- |
- |
2 |
- |
- |
1 |
1 |
2 |
2 |
| *The
net earning per share for the year ended June 30 1998 was negative |
|
| FINANCIAL RATIOS |
|
Ratios |
| Current
Assets : Current Liabilities |
0.63:1 |
0.86:1 |
1.12:1 |
1.30:1 |
1.31:1 |
1.34:1 |
1.39:1 |
2.05:1 |
3.18:1 |
?RO-1 |
| Long-term Debts : Equity |
|
55:45 |
42:58 |
25:75 |
13:87 |
7:93 |
2:98 |
0:100 |
0:100 |
0:100 |
0:100 |
| |
|
| PRODUCTION |
|
Tonnes |
| Polyester Staple Fibre |
|
16,673 |
20,858 |
19,430 |
17,834 |
27,290 |
21,055 |
18,745 |
22,142 |
22,679 |
22,524 |
| Polyester Chips |
|
- |
497 |
772 |
1,267 |
976 |
- |
|
2,834 |
3,660 |
5,052 |
| TOTAL |
|
16,673 |
21,355 |
20,202 |
19,101 |
28,266 |
21,055 |
18,745 |
24,976 |
26,339 |
27,576 |
| |
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| NOTICE OF MEETING |
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| |
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| Notice
is hereby given that the Seventeenth Annual General Meeting of Pakistan
Synthetics Limited |
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| will
be held on Monday, 04 November 2002 at 5.00 p.m. at the Auditorium of the
Institute of |
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| Chartered
Accountants of Pakistan, G-31, Block-8, Chartered Accountants Avenue,
Clifton, |
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| Karachi
- Pakistan, to transact the following business:- |
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| |
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| 1.
To confirm the minutes of the Sixteenth Annual General Meeting of the Company
held on |
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| 29 December 2001. . |
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| |
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| 2.
To receive, consider and adopt the Audited Accounts of the Company together
with Directors' |
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| and
Auditors' Reports for the year ended 30 June 2002. |
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| |
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| 3.
To approve the payment of a Final Dividend for the year ended 30 June 2002 as
recommended |
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| by the Board of Directors. |
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| |
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| 4.
To appoint the Auditors of the Company and fix their remuneration. |
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| |
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| 5.
To transact such other ordinary business as may be placed before the meeting
with the |
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| permission of the Chair. |
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| |
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| By Order of the Board |
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| |
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| Karachi:
25 September 2002 |
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| |
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| UMER HAJI KARIM |
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| |
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| CHIEF EXECUTIVE |
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| |
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| NOTICE OF MEETING |
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| |
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| NOTES:- |
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| |
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| 1. The Register of Members and the Shares
Transfer Books of the Company will remain closed from |
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| Monday,
21 October 2002 to Monday, 04 November 2002 (both days inclusive). Transfers
received at the |
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| Registered
Office of the Company at the close of business on 19 October 2002 will be
treated in time for the |
|
| purposes
of determining the entitlement for the payment of proposed cash dividend to
the transferees and to |
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| attend
the Annual General Meeting of the Company. |
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| |
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| 2. A member of the Company entitled to
attend and to vote at the meeting may appoint any other member as his/ |
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| her
proxy to attend, speak and vote at the meeting on his/her behalf. Instrument
appointing proxies, in order |
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| to
be effective, must be received at the Registered Office of the Company at 3rd
Floor, Karachi Dock Labour |
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| Board
Building, 58-West Wharf Road, Karachi, duly stamped, signed and witnessed not
less than 48 hours |
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| before
the time of holding the meeting. |
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| |
|
| 3 Account holders and sub-account holders
holding book entry securities of the Company in Central Depository |
|
| Company
of Pakistan Limited, who wish to attend the Annual General Meeting, are
requested to bring original |
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| National
Identity Card with copy thereof duly attested by their Bankers for
identification purpose and should |
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| present
their CDC Account Number. |
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| |
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| 4. Members are requested to notify the
Company if there is any change in their addresses immediately. |
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| |
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| CDC
Account Holders will further have to follow the undermentioned guidelines as
laid down in |
|
| Circular
1 dated January 26,2000 issued by the Securities and Exchange Commission of
Pakistan: |
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| |
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| A. For Attending the Meeting: |
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| |
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| i) In case of individuals, the account
holder orsub-account holderand/orthe person whose securities are in
group |
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| account
and their registration details are uploaded as per the Regulations, shall
authenticate his identity by |
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| showing
his original National Identity Card (NIC) or original passport at the time of
attending the meeting. |
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| |
|
| ii) In case of corporate entity, the Board of
Directors' resolution/power of attorney with specimen signature of the |
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| nominee
shall be produced (unless it has been provided earlier) at the time of the
meeting. |
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| |
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| B. For Appointing Proxies: |
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| |
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| i) In case of individuals, the account
holder or sub-account holderand/orthe person whose securities are in
group |
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| account
and their registration details are uploaded as per the Regulations, shall
submit the proxy form as per |
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| the above requirement. |
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| |
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| ii) The proxy form shall be witnessed by two
persons whose names, addresses and NIC numbers shall be mentioned |
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| on the form. |
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| |
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| iii) Attested copies of NIC or the passport of
the beneficial owners and the proxy shall be furnished with the proxy |
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| form. |
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| |
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| iv) The proxy shall produce his original NIC
or original passport at the time of the meeting. |
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| |
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| v) In case of corporate entity, the Board of
Directors' resolution/power of attorney with specimen signature shall |
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| |
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| be
submitted (unless it has been provided earlier) alongwith proxy form to the
Company. |
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| |
|
| REPORT
OF THE DIRECTORS FOR THE YEAR ENDED 30 JUNE 2002 |
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| |
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| The
Directors of Pakistan Synthetics Limited are pleased to present the 17th
Annual Report of |
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| the
Company together with the Audited Accounts for the year ended 30 June 2002. |
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| |
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| BOARD
OF DIRECTORS |
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| |
|
| Mr.
Muhammad Aslam Motiwala, a Director of the Company resigned and Mr. Yakoob
Haji Karim |
|
| was
appointed as Director in his place . The Board places on record its
appreciation of the valuable |
|
| services
rendered by Mr. Motiwala. The Board also extends a warm welcome to Mr. Yakoob
Haji Karim |
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| as
a Director. The Company would be benefitted by his active participation in
the affairs of the |
|
| Company. |
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| |
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| OVERVIEW |
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| |
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| Inspite
of difficult economic conditions during the year under review, and the
closure of the plant |
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| for
about a month (from 18 August 2001 to 14 September 2001) for major
overhauling and |
|
| maintenance,
the overall performance of the Company remained satisfactory and the
production, |
|
| turnover
and profitability of your Company were maintained. |
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| |
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| PRODUCTION |
|
| |
|
| The
Company produced 22,524 tons of Polyester Staple Fibre and 5,052 tons of
Polyester Chips |
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| during
the year under review as against 22,679 tons of Polyester Staple Fibre and
3,660 tons of |
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| Polyester
Chips respectively in the corresponding last year. |
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| |
|
| FINANCIAL RESULTS |
|
| |
|
| As
stated above, the overall performance of the Company during the year under
review was |
|
| satisfactory.
The gross turnover increased to Rs. 1,899 million as against turnover of Rs.
1,880 million |
|
| in
the corresponding last year, which was mainly due to an increase in the rate
of sales tax from 15% |
|
| to
20% w.e.f. 18 June 2001. However, the net turnover decreased marginally from
Rs. 1,624 million |
|
| to
Rs. 1,573 million during the year under review, which was mainly due to lower
in sales price of |
|
| Polyester
Staple Fibre as compared to last year. |
|
| |
|
| The
prices of basic raw materials i.e. PTA & MEG remained volatile in
international market during |
|
| the
year under review. The price of PSF was revised in line with the raw
materials cost. |
|
| |
|
| By
the grace of Almighty Allah, the Company earned a net profit, before
taxation, |
|
| of
Rs. 129.294 million compared to net profit, before taxation, of Rs. 153.318
million in the |
|
| last
year. The net profit , after providing for taxation and prior year tax
adjustment, worked |
|
| out to Rs. 89.755 million. |
|
| |
|
| REPORT
OF THE DIRECTORS FOR THE YEAR ENDED 30 JUNE 2002 |
|
| |
|
| Your
Directors are pleased to propose the payment of cash dividend of Rs. 2.00 per
share for |
|
| the
year under review (2001 : Rs. 1.75 per share). |
|
| |
|
| Accordingly,
the following appropriations have been proposed:- |
|
| |
| Net profit after taxation |
|
(Rs. '000) |
|
| Unappropriated
profit brought forward |
|
89,755 |
|
| Profit
available for appropriation |
|
2,994 |
|
| Transfer
from revenue reserve |
|
92,749 |
|
| |
20,000 |
|
| Appropriations:- |
|
112,749 |
|
| Final
dividend @ Rs. 2.00 per share of Rs. 10 each |
|
|
|
| Unappropriated
profit carried forward |
|
112,080 |
|
| |
|
669 |
|
| EARNINGS PER SHARE |
|
| |
|
| The
net earning per ordinary share of Rs. 10 each after providing for taxation
for the year |
|
| ended
30 June 2002 was Rs. 1.60 (2001: Rs. 1.73). |
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| |
|
| FUTURE OUTLOOK |
|
| |
|
| The
Government reduced the effective protection of PSF by reducing duty on PSF
from 25% |
|
| to
20% and including the import of PSF under the Duty and Tax Remission for
Export (DTRE) |
|
| Scheme,
as announced in the Federal Budget 2002-2003. |
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| |
|
| It
would have resulted in import of PSF in the country thereby severely
contracting the |
|
| market
for domestic polyester staple fibre manufacturers and would have affected the
viability of |
|
| this
industry, if the Polyester Staple Fibre Manufacturers Group would not have
taken up the |
|
| matter
wih the authorities for corrective measures. |
|
| |
|
| Polyester
Staple Fibre Manufacturers Group submitted their point of view to the
Ministry of |
|
| Finance,
Government of Pakistan, Islamabad and we are pleased to note that the
Government |
|
| reviewed
its earlier decision and excluded PSF from the Duty and Tax Remission for
Export |
|
| (DTRE) Scheme. |
|
| |
|
| The
recent expansion undertaken by the three largest producers of fibre has
increased the |
|
| domestic
capacity by more than 50% (230,000 tpa). Consequently, there will be an over
capacity |
|
| of
locally manufacured PSF for atleast 3 years and the local prices of PSF would
be under |
|
| pressure. |
|
| |
|
| The
prices of PTA, which increased to US$ 645 per ton in the month of May 2002,
reduced |
|
| to
US$ 510 per ton during the month of August 2002. Similarly, the prices of
MEG, which were |
|
| at
US$ 570 per ton in the month of June 2002, reduced to US$ 470 per ton during
the month of |
|
| August
2002. The prices of locally manufactured PSF were adjusted to match with the
trend of |
|
| the
prices of PTA and MEG. |
|
| |
|
| REPORT
OF THE DIRECTORS FOR THE YEAR ENDED 30 JUNE 2002 |
|
| |
|
| AUDITORS |
|
| |
|
| Last
year, your Directors took the initiative to adopt the policy to rotate the
auditors every |
|
| three
years and hence M/s. Taseer Hadi Khalid & Co., Chartered Accountants,
were appointed |
|
| as
Auditors of the Company for the year ended 30 June 2002. |
|
| |
|
| The
present Auditors, M/s. Taseer Hadi Khalid & Co., Chartered Accountants,
retire and |
|
| being
eligible offer themselves for re-appointment. |
|
| |
|
| CODE
OF CORPORATE GOVERNANCE |
|
| |
|
| The
'Code of Corporate Governance' was recently introduced by the Stock
Exchanges |
|
| in
Pakistan in their Listing Rules at the instance of Securities & Exchange
Commission of |
|
| Pakistan.
Provisions of the Code relevant for the period from 2 May 2002 to 30 June
2002 have |
|
| been
duly complied with and Management has initiated the necessary steps to ensure
its full |
|
| implementation. |
|
| |
|
| STATEMENTS
ON CORPORATE AND FINANCIAL REPORTING FRAME WORK |
|
| |
|
| a. The financial statements, prepared by the
management of the Company, present fairly its state |
|
| of
affairs, the result of its operations, cash flows and changes in equity. |
|
| |
|
| b. Proper books of account of the Company
have been maintained. |
|
| |
|
| c. Appropriate accounting policies have been
consistently applied in preparation of finanacial |
|
| statements
and accounting estimates are based on reasonable and prudent judgment. |
|
| |
|
| d. International Accounting Standards, as
applicable in Pakistan, have been followed in preparation |
|
| of financial statements. |
|
| |
|
| e. The system of internal control is sound in
design and has been effectively implemented and |
|
| monitored.
The process of review will continue and any weaknesses in control will be
removed. |
|
| |
|
| f. There are no significant doubts upon the
Company's ability to continue as a going concern. |
|
| |
|
| g. There has been no material departure from
the best practices of corporate governance, as |
|
| detailed
in the listing regulations. |
|
| |
|
| h. Key operating and financial data of last
ten years in summarized form is annexed on |
|
| Page No. 3. |
|
| |
|
| i. There were no outstanding taxes and
levies as at 30 June 2002. |
|
| |
|
| REPORT
OF THE DIRECTORS FOR THE YEAR ENDED 30 JUNE 2002 |
|
| |
|
| j. During the year five (5) meetings of the
Board of Directors were held. Attendance of each |
|
| Director was as follows:- |
|
| |
|
| Name of Director(s) |
|
No. of Meetings |
|
| |
Attended |
|
| Mr. Ebrahim Haji Karim |
|
4 |
|
| Mr. Umer Haji Karim |
|
4 |
|
| Mr. Anwar Haji Karim |
|
4 |
|
| Mr.
Muhammad Aslam Motiwala |
|
5 |
|
| Mr. Ahmed Ebrahim |
|
5 |
|
| Mr. S. Zubair Ahmed |
|
2 |
|
| (Resigned
from Directorship of the Company w.e.f. 18.01.2002) |
|
|
| Mr.
Ather Hussain Medina |
|
4 |
|
| Mr.
Pir Muhammad A. Kaliya |
|
4 |
|
| (Appointed
Director of the Company on 08.10.2001) |
|
|
| Mr.lqbal Ismail |
|
3 |
|
| (Appointed
Director of the Company on 24.01.2002) |
|
| |
|
| Leave
of absence was granted to Directors who could not attend the Board
meetings. |
|
| k. The Pattern of shareholding is annexed to
Page No. 34. |
|
| |
|
| I. No trades in the shares of the Company
were carried out during the year under review by |
|
| the
directors, CEO, CFO, Company Secretary and their spouses and minor children. |
|
| |
|
| ACKNOWLEDGEMENT |
|
| |
|
| The
Management would like to place on record its deep appreciation for the
untiring |
|
| efforts
and dedication shown by its employees for the progress of the Company during
the year |
|
| under review. |
|
| |
|
| For and on behalf of the |
|
| Board of Directors |
|
| |
|
| Karachi:
25 September 2002 |
|
| |
|
| UMER HAJI KARIM |
|
| |
|
| CHIEF EXECUTIVE |
|
| |
|
| MISSION
STATEMENT |
|
| OF |
|
| PAKISTAN
SYNTHETICS LIMITED |
|
| |
|
| Our Mission is to be a
quality producer |
|
| of
Polyester Staple Fibre, continuously |
|
| |
|
| striving for excellence. |
|
| |
| VISION |
|
|