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| SHAHMURAD
SUGAR MILLS LIMITED |
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| Annual Reports
2003 |
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| CONTENTS |
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| Company
Information |
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| Mission
Statement |
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| Statement of
Ethics and Business Practices |
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| Notice of
Annual General Meeting |
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| Directors' Report |
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| Statement of
Compliance with the Code of Corporate Governance |
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| Key Operation
and Financial Data for Last Ten Years |
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| Review of
Report to the Members on Statement of Compliance with best |
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| Practices of
code of Corporate Governance from Auditor |
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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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| Statement of
Changes in Equity |
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| Cash Flow Statement |
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| Notes to the
Accounts |
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| COMPANY
INFORMATION |
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| BOARD OF
DIRECTORS |
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| MR. ISMAIL H.
ZAKARIA |
Chairman |
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| MR. YUSUFAYOOB |
Managing Director |
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| MR. SULEMAN
AYOOB |
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| MR. A. AZIZ
AYOOB |
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| MR. ZIA I.
ZAKARIA |
Resident Director |
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| MR. SALIM
AYOOB |
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| MR. ZOHAIR
ZAKARIA |
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| MR. MUHAMMAD
ASIF |
(N.I.T. Nominee) |
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| MR. HUSSAIN
AQA NAQVI |
(N.I.T. Nominee) |
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| COMPANY
SECRETARY |
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| MR. M. YAKOOB
ADMANEY |
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| FCIS,FCMA |
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| BOARD AUDIT
COMMITTEE |
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| MR. A. AZIZ
AYOOB |
Chairman |
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| MR. ZOHAIR
ZAKARIA |
Member |
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| MR. HUSSAIN
AQA NAQVI |
Member |
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| CHIEF
FINANCIAL OFFICER |
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| MR. IQBAL UMER |
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| LEGAL ADVISOR |
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| DR. RAEES M.
MUSHTAQ & CO. |
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| Advocate |
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| AUDITORS |
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| HYDER BHIMJI
& COMPANY |
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| Chartered
Accountants |
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| REGISTERED
OFFICE |
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| 96- A, SINDffl
MUSLIM SOCIETY, |
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| KARACHI-74400 |
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| FACTORY |
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| JHOK SHARIF, |
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| TALUKA MIRPUR
BATHORO, |
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| DISTRICT
THATTA (SINDH) |
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| MISSION
STATEMENT |
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| To gain
strength through industry leadership in the manufacturing and marketing of
sugar and allied |
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| products and
to have a strong presence in these product markets while retaining the
options to diversify in |
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| other
profitable venture. |
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| To operate
ethically while maximizing profits and satisfying customers needs and stake
holder's interests. |
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| To assist in
the socio economic development of Pakistan especially in the rural areas
through industrial |
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| expansion and
development. |
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| STATEMENT OF
ETHICS & BUSINESS PARACTICES |
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| Shahmurad
Sugar Mills Limited will be guided by the following principles in its pursuit
of excellence in all |
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| activities for
the attainment of the Company Objectives. |
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| THE COMPANY |
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| Fulfills all
statutory requirements of the Regulatory Authorities and follows all
applicable laws of the |
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| country
together with compliance of accepted accounting principles, rules and
procedures required. |
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| Deals with all
stakeholders in objective and transparent manner so as to meet the
expectations of those who |
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| rely on the
Company. |
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| Meets the
expectations of the spectrum of society and Regulatory Authorities by
implementing an effective |
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| and fair
system of financial reporting and internal controls. |
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| Uses all means
to protect the environment andjensures health and safety of the employees. |
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| Activities and
involvement of directors and employees of the Company in no way conflict with
the |
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| interest of
the Company. All acts and decision of the management are motivated by the
interest of the |
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| Company rather
then their own. |
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| Ensures
efficient and effective utilization of its resources. |
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| AS DIRECTORS |
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| Promote and
develop conducive environment through responsive policies and guidelines to
facilitate |
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| viable and
timely decisions. |
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| Maintain
organizational effectiveness for the achievement of the Company goals. |
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| Support and
adherence to compliance of legal and industry requirements. |
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| Safeguard the
interest and assets of the Company and to meet and honor all obligations of
the Company. |
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| a culture that
supports enterprise and innovation, with appropriate short-term and long-term |
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| performance
related rewards that are fair and achievable in motivating management and
employees |
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| effectively
and productively. |
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| AS EXECUTIVE
AND MANAGERS |
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| Ensure cost
effectiveness and profitability of operations. |
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| Provide
direction and leadership for the organization and take viable and timely
decisions. |
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| Develop and
cultivate work ethics and harmony among colleagues and associates. |
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| Encourage
initiatives and self-realization in employees through meaningful empowerment. |
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| Promote
ancTdevelop cufture of exceilericerconservation anchxmtinaaus improvement. |
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| Provide
pleasant work atmosphere and ensure an equitable way of working and rewarding
system. |
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| Institute
commitment to environmental, health and safety performance. |
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| AS EMPLOYEES
AND WORKERS |
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| Observe
Company policies, regulations and codes of Best Business Practices. |
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| Exercise
prudence in effective, efficient and economical utilization of resources of
the Company. |
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| Make concerted
struggle for excellence and quality. |
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| Devote
productive time and continued efforts to strengthen the Company. |
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| Protect and
safeguard the interest of the Company and avoid conflict of interest. Ensure
the primary interest |
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| in all respect
is that of the Company. |
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| Maintain
financial integrity and must avoid making personal gain at the Company's
expense by participating |
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| in or
assisting activities which compete with the Company. |
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| NOTICE OF
MEETING |
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| Notice is
hereby given that 25th Annual General Meeting of SHAHMURAD SUGAR MILLS LIMITED
will be |
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| held at the
Registered Office of the Company at 96-A, Sindhi Muslim Society, Karachi on
Thursday, 29th January, |
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| 2004 at 12.00
noon to transact the following business: |
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| 01. To read and confirm the Minutes of the 24th Annual
General Meeting of the Company held on March
31sl, |
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| 2003 |
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| 02. To read and consider the Accounts for the
year ended September 30, 2003 and reports
of Directors and |
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| Auditors thereon. |
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| 03. To appoint Auditors and to fix their
remuneration. |
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| 04. To transact any other business with
permission of the chair. |
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| The Share
Transfer Book of the Company will remain closed from January 21st, 2004 to
January 31st, 2004 (both |
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| days inclusive). |
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| By Order of
the Board |
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| (M. YAKOOB
ADMANEY) |
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| Karachi:
January 6m,
2004
COMPANY SECRETARY |
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| NOTE:
~ |
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| 1. A member of the Company entitled to
attend and vote may appoint any member as his/her proxy to attend |
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| and vote on
his/her behalf. PROXIES MUST BE RECEIVED AT THE REGISTERED OFFICE OF THE |
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| COMPANY NOT
LESS THAN 48 HOURS BEFORE THE MEETING. |
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| 2. CDC Account Holders will further have to
follow the under-mentioned guidelines as laid down in |
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| Circular 1
dated January 26,2000 issued by the Securities and Exchange Commission of
Pakistan. |
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| A. For Attending the Meeting: |
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| i) In case of
individuals, the account holder or sub-account holder and/or person whose
securities are in |
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| group account
and their registration details are uploaded as per the Regulations, shall
authenticate his |
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| identity by
showing his Original National Identity Card (NIC) or original passport at the
time of |
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| attending the
meeting. |
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| ii) In case of
corporate entity, the Board of Directors' resolution/power of attorney with
specimen signature |
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| of the nominee
shall be produced (unless it has been provided earlier) at the time of the
meeting. |
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| B. For appointing proxies: |
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| i) In case of individuals, the account
holder of sub-account holder and/or the person whose securities are in |
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| group account
and their registration details are uploaded as per the Regulations, shall
submit the proxy |
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| form as per
the above requirements, |
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| ii) The proxy form shall be witnessed by two
persons whose names, addresses and NIC number shall be |
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| mentioned on
the form, |
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| iii) Attested copies of NIC or the passport of
the beneficial owners and the proxy shall be furnished with the |
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| proxy form. |
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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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| v) In case of corporate entity, the Board of
Directors' resolution/power of attorney with specimen signature |
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| of the nominee
shall be submitted (unless it has been provided earlier) along with proxy
form to the |
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| Company. |
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| 03. Shareholders are requested to inform
the Company of any change in their address immediately. |
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| DIRECTORS'
REPORT |
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| To: |
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| The Shareholders: |
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| We are pleased
to present the 25th Annual Report together with the Audited Accounts for the
year 30th September |
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| 2003. The
Company has incurred a loss of Rs.65.740 million as compared to Rs. 147.51
million last year. After |
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| making the
provision for Turnover Tax, a total loss of the Company for the year worked
out to Rs.70.970 million. |
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| Last year's
un-appropriated loss carried forward of Rs.165.519 million has increased the
total un-appropriated loss |
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| carried
forward to the Balance Sheet to the extent of Rs.236.488 million. After tax
loss per share of the Company |
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| for the year
worked out to Rs.3.90 per share. Due to loss, your Board has not recommended
any dividend. |
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| SUGAR MILL: |
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| During the
year under report, your Mill started crushing on 18* December, 2002 and
crushed 576,636 Metric Tons |
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| (2001: 470,839
Metric Tons) of sugarcane. Sugar produced was to the extent of 54,135 Metric
Tons (2002: 45,030 |
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| Metric with an
average recovery of 9.4% (2002: 9.61%). Molasses produced during the season
was 33,056 Metric |
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| Tons (2002:
24,129 Metric Tons). Although the crushing higher during the year by 22% but
recovery was lower |
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| by 2.19% as
compared to last year. |
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| During the
year, market sentiment of sugar was depressed due to drag of surplus sugar
stocks floating around |
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| emanating from
undue import of sugar in the year 1999-2000 and 2000-2001 and persisted
increased production |
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| during last
three years in the country and especially in Sindh resulted that prevailing
price was depressed and |
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| demand was
lesser especially due to higher production than requirement in the country.
Despite representation |
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| made to the
Government far export of sugar either through Trading Corporation of Pakistan
or through Mills to |
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| absorb the
surplus quantity and to earn valuable foreign exchange for the country, only
100,000 Metric Tons was |
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| exported
through Trading Corporation of Pakistan, Liquidation of sugar specially in
Sindh is very tight due to |
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| heavy carry
over of inventory which is not only putting liquidation problems but is also
increasing the cost in the |
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| shape of
carrying cost. Sugarcane support price was fixed by the Government at Rs.43/=
per 40 kg. in addition, |
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| quality
premium was also imposed on the Mills. The Mills has filed petition in the
High Court of Sindh against |
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| price fixing
in Sindh for sugarcane, which is higher than the price of sugarcane fixed in
Punjab, which is |
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| discriminatory.
On the other hand sugar price in Sindh are also lower than the prevailing
price in Punjab, as Sindh |
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| is a surplus
province and Mills are forced to liquidate stocks in market at throwaway
price to pay growers. |
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| CORPORATE
GOVERNANCE: |
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| During the
year. Stock Exchange made certain amendments in the
Listing Regulations in order to establish good |
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| Corporate
Governance. We'"are pleased to intbrm you~aTalln¥X3ompany fias tafen
necessary actrorr in this respect |
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| to comply with
the new statutory requirements and are pleased to state that: |
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| a) Financial Statements prepared by
the management of the Company, presents fairly its state of affairs, |
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| results of its
operation, cash flow and the changes in the equity. |
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