| ACCORD TEXTILES LIMITED |
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| CONTENTS |
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| COMPANY
INFORMATION |
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| VISION &
MISSION STATEMENT |
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| STATEMENT OF
ETHICS & BUSINESS PRACTICES |
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| NOTICE OF
ANNUAL GENERAL MEETING |
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| DIRECTOR'S
REPORT TO MEMBERS |
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| STATEMENT OF COMPLIANCE |
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| REVIEW REPORT
TO THE MEMBERS |
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| PATTERN OF
SHAREHOLDING |
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| PATTERN OF
SHAREHOLDING ADDITIONAL |
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| KEY OPERATING
& FINANCIAL DATA |
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| AUDITOR'S 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 IN EQUITY |
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| NOTES TO THE ACCOUNTS |
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| COMPANY
INFORMATION |
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| BOARD OF
DIRECTORS |
MR. HAIDER ALI (CHAIRMAN/CHIEF
EXECUTIVE) |
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MUHAMMAD TAHIR |
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MR. RAHEEM AZEEM |
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MRS. AZRA AHMED |
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MRS. TAHIRA JAVED |
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MR. EBRAHIM FAYEZ HUMAID |
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MRS. FARNAZ HAIDER |
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| AUDIT COMMITTEE |
MR. RAHIM AZEEM (CHAIRMAN) |
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MRS. AZRA AHMED (MEMBER) |
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MRS. FARNAZ HAIDER (MEMBER) |
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| CHIEF FINANCIAL
OFFICER |
MR. IMRAN IFTIKHAR |
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| CORPORATE
SECRETARY |
MR. IMRAN IFTIKHAR |
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| BANKERS &
FINANCIAL |
HABIB BANK LIMITED |
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| INSTITUTIONS |
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EMIRATES BANK INTERNATIONAL |
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NATIONAL BANK OF PAKISTAN (FORMER N.D.F.C) |
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| AUDITORS |
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M. HUSSAIN CHAUDHURY & CO. |
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CHARTERED ACCOUNTANTS |
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| LEGAL ADVISORS |
CORNELIUS LANE & MUFTI |
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4, FATIMA JINNAH ROAD, LAHORE. |
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| REGISTERED
OFFICE |
47-A, MAIN GULBERG, LAHORE. |
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| HEAD OFFICE |
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8 - SHERPAO BRIDGE COLONY, LAHORE CANTT. |
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| MILLS |
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20 KM, RAJANA PIR MAHAL ROAD, TEHSIL KAMALIA |
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DISTT. TOBA TEK SINGH |
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| Vision and
Mission Statement |
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| Vision |
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| To achieve
consistent superior performance in all respects, provide quality products |
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| to our valued
customers and run the company purely on professional grounds. |
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| Mission |
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| To identify and
satisfy customer needs with good quality products. |
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| We aim at
achieving continuous improvement with the help of innovative technology
applications. |
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| We strive
diligently to serve our community and protect the environment with integrity
and pride. |
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| We intend to
create a conducive work environment for the employees and aim at a
stimulating and |
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| challenging
team oriented atmosphere which encourages and rewards excellence. |
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| STATEMENT OF
ETHICS AND BUSINESS PRACTICES |
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| We believe that
a complete code of ethics is essential for the maintenance of integrity and |
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| professionalism
in the day-to-day functioning of Accord Textiles Limited. We always place the |
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| company's
interest first through resource management namely human, financial and other
infra |
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| structural
facilities and to ensure reasonable return to all the shareholders. Conduct
business as |
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| a responsible
and law abiding corporate member of society to achieve its legitimate
commercial |
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| objective and
supports unconditionally the Compliance with best Practices of Corporate |
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| Governance for
the betterment of corporate culture, We develop and observe cost effective |
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| practices in
our activities and strive for excellence and quality, We encourage initiative
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| realization in
employees through meaningful empowerment. |
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| NOTICE OF
ANNUAL GENERAL MEETING |
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| Notice is
hereby given that the 15th Annual General Meeting of the shareholders of ACCORD TEXTILES |
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| LIMITED, will be held at its Head Office at 8, Serpao Bridge Colony,
Lahore Cantt. on Wednesday, December 31, |
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| 2003 at 11:00
a.m. to transact the following business: |
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| 1 - To confirm the minutes of the
preceding meeting of the shareholders of the company. |
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| 2- To receive, consider and adopt the
audited accounts of the Company for the year ended 30th September, |
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| 2003, together
with Directors and Auditor's reports thereon. |
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| 3- To appoint the Auditors for the year
2004 and to fix their remuneration. The retiring auditors, M/s M. |
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| Hussain
Chaudhury & Co., Chartered Accountants, being eligible offer themselves
for re-appoimtment. |
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| 4- To transact any other business with
the permission of the chair. |
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| By Order of the
Board |
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| Place:
Lahore
,MRAN |FT|KHAR |
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| Dated: December
09, 2003
(Company Secretary) |
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| Notes: |
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| 1 - The share transfer books of the
Company shall remain closed from 30-12-2003 to 06-01-2004 (both days |
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| inclusive) |
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| 2- A member entitled to attend and vote
at the above meeting may appoint another member as proxy. |
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| Proxies, in
order to be effective, must be received at the Head Office of the Company not
later than 48 |
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| hours before
the time of meeting and must be duly stamped, signed and witnessed. |
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| 3- Shareholders are requested to notify
a change in their address, if any |
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| Director's
Report to the Members |
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| The Directors
welcome you to the 15th Annual General Meeting of the Company and are pleased
to place bel |
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| you the Audited
Accounts and Annual Report for the year ended September 30,2003. |
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| Financial
Results |
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| The financial
results of the Company for the year under review are as under: |
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| Financial and
Ooeratina results |
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2003 |
2003 |
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| Operating loss |
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-41,643,110 |
-28,504,874 |
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| Financial charges |
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-11,836,450 |
-8,341,349 |
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| Other income |
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104,762 |
2,359,618 |
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| Loss before
taxation |
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-53,374,798 |
-34,486,605 |
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| Taxation |
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-7,613,094 |
-1,102,222 |
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| Loss after
taxation |
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-45,761,704 |
-35,588,827 |
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| Extraordinary
items |
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2,803,492 |
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| Loss after
taxation and extraordinary items |
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-42,958,212 |
-35,588,827 |
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| Accumulated
losses brought forward |
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-644,307,895 |
-608,719,068 |
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| Accumulated
losses carried forward |
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-687,266,107 |
-644,307,895 |
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| Reason of
Deviation: |
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| The Company has
incurred a net loss of Rs.53.375 (Million) after charging depreciation of Rs.
17.131 (Million) and |
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| financial
charges of Rs. 11.836 (Million). The results for the financial year under
review are not satisfactory. Prices |
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| of cotton
showed a constant upward trend in the financial year, specially in the last
quarter of the year. On the other |
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| hand, the
increase in yarn prices was not proportionate with cotton prices causing huge
loss. Other reasons of the |
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| loss were the
overall recessionary trend in the local and international market and lack of
working capital. Your |
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| Company managed
to increase production of yarn during the year under review converted in to
20/s count was |
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| 4.009 (Million)
kgs as compared to 3.756 (Million) kgs during the preceding year. The
management is |
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| continuously
trying hard to obtain better results. However, the financial results could
not reflect the kind of efforts |
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| and performance
of the management on account of general recession and poor economic
conditions prevailing in |
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| the country. |
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| Dividend |
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| In view of net
loss for the year under review, the Directors have not recommended any
dividend. |
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| Outstanding
Statutory Payments |
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| Other than the
amount of income tax deducted at source as specified in Note No. 8 to the
Financial Statements, no |
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| other statutory
payment on account of taxes, duties, levies and charges are outstanding. This
lapse in payment is |
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| due to severe
liquidity problem, which we are facing due to heavy losses since many years.
The management is |
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| making efforts
to regularize its obligation for payment of taxes and is enforcing a strict
compliance policy to ensure |
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| prompt payments. |
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| Earning per
share |
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| Earning per
share for the year under review is Rs. (4.62) |
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| Gratuity |
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| The Company
operates an unfounded gratuity scheme for all of its permanent employees. |
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| Corporate and
Financial Reporting Framework |
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| Presentation of
financial statements: |
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| The financial
statements, present fairly the state of affairs, result of operations, cash
flows and changes in equity. |
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| Books of
Account: |
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| Proper books of
accounts of the listed company have been maintained. |
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| Accounting
Policies |
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| Appropriate
accounting policies have been consistently applied in preparation of
financial statements except for |
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| the change in
accounting policy as stated in note 2.4 and 23.3 to the account and
accounting estimates are based |
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| on reasonable
and prudent judgment. |
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| International
Accounting Standards: |
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| International
Accounting Standard, as applicable in Pakistan, have been followed in
preparation of financial |
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| statement and
any departure there from has been adequately disclosed. |
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| Internal
Controls: |
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| The system of
internal control is sound in design and has been effectively implemented and
monitored. |
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| Going Concern: |
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| Based on gross
loss, accumulated losses, adverse current ratio and over due installments of
long term loans, the |
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| auditors have
expressed their reservation on the viability of the Company to continue as a
going concern. |
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| Although your
company has been facing severe financial problems due to constant loss for
the last many years. |
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| Your company
has managed to get working capital from H.B.L. for the current cotton season.
In our opinion in the |
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| presence of
working capital facility the management dose not foresee any problem in the
smooth operation of the |
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| company. |
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| Corporate
Governance: |
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| There has been
no material departure from the best practices of corporate governance, as
detailed in the listing |
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| regulations of
the Stock Exchanges. |
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| Auditors |
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| The auditors
M/s M. Hussain Chaudhury & Co. Chartered Accountants retired and being
eligible to offer |
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| themselves for
re-appointment. The Board of Directors as suggested by Audit Committee has
recommended the |
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| re-appointment
of M/s M. Hussain Chaudhury & Co. Chartered Accountants, as the auditors
of the Company for |
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| the coming year. |
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| Auditors
Committee |
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| The Board of
Directors in compliance with the Code of Corporate Governance has established
an audit |
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| committee.
Following directors are member: |
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| Mr. RaheemAzeem |
Chairman |
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| Mrs. Azra Ahmad |
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Member |
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| Mrs. Farnaz
Haider |
Member |
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| Pattern of
Shareholding |
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| A statement
showing the pattern of shareholding by the shareholders on September 30,2003
is annexed. |
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| Key Operating
and financial data |
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| A summary of
key operating and financial data of the last six years is annexed. |
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| Board of
Director's Meeting |
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| During the year
under review seven meetings were held and number of meetings attended by each
Director is as |
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| follows: |
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| Name of
Directors |
Number of meeting attended |
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| Mr. Haider AN |
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7 |
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| Mr. Muhammad
Thair |
3 |
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| Mr. Raheem
Azeem |
7 |
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| Mrs. Azra Ahmad |
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5 |
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| Mrs. Tahira javed |
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3 |
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| Mr. Ebrahim
Fayaz Humaid |
Nil (None-resident) |
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| Mrs. Farnaz
Haider |
5 |
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| Leaves for
absence were granted to the Directors who could not attend the Board meetings
due to pre-occupation |
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| or illness. |
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| Trade in shares
of the Company |
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| No trading was
carried out in the shares of the Company by the Directors, Chief Executive
Officer (CEO)- Chief |
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| Financial
Officer (CFO), Company Secretary, their spouses and minor children. |
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| Future
Prospects |
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| Textile
Industry is currently suffering from cotton crises internationally and
nationally in Particular. Cotton prices |
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| have touched
all time high rate of Rs.3500/- per Maund whereas the prices of yarn have not
increased |
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| accordingly. It
has been become very difficult to predict better results for future. |
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| Acknowledgment |
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| The Directors
place on record their appreciation for the devoted efforts and hard work done
by workers, Staff Head |
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| Officers of the
Company during the year. We are also thankful to our suppliers, Shareholders,
Banks and Financial |
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| Institutions
for their continued support and confidence in our company and assured them
that we remain |
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| committed to do
our best utilization of their investment in our Company for growth in future. |
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| For and on
behalf of the Board |
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| Place:
Lahore
(HAIDER ALI) |
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| Dated: December
09, 2003
Chief Executive |
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| STATEMENT OF
COMPLIANCE WITH THE |
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| PRACTICE OF
CORPORATE GOVERNANCE TO THE MEMBERS |
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