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| BABA FARID 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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| NOTICE OF THE
MEETING |
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| DIRECTORS'
REPORT |
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| SIX YEARS'
REVIEW AT GLANCE |
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| STATEMENT OF
COMPLIANCE |
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| WITH BEST
PRACTICES OF |
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| CODE OF
CORPORATE GOVERNANCE |
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| & AUDITORS'
REVIEW REPORT THEREON |
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| AUDITORS'
REPORT |
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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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| PATTERN OF
SHAREHOLDING ALONGWITH |
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| ADDITIONAL
INFORMATION |
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| BABA FARID |
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| SUGAR MILLS
LIMITED |
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| COMPANY
INFORMATION |
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| BOARD OF
DIRECTORS |
CHIEF EXECUTIVE |
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MR. GHULAM MOHAMMED A. FECTO |
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DIRECTORS |
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MR. MUNAWAR ALI FECTO |
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MR. KAISER MAHMOOD FECTO |
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MST. ABEDA BANG |
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MR. YAHYA AHMED BAWANY |
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MR. MOIN A. HAROON |
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MR. JAMES R. RICHARDS |
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MR. FAZLUR REHMAN |
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MR. IMRAN AZIM |
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| AUDIT COMMITTEE |
MR. MOIN A. HAROON - CHAIRMAN |
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MR. KAISER MAHMOOD FECTO - MEMBER |
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MR. JAMES R. RICHARDS - MEMBER |
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| COMPANY
SECRETARY |
MR. ABDUL SAMAD |
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| AUDITORS |
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M/S. HYDER BHIMJI & CO. |
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(Chartered Accountants) |
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| BANKERS |
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MUSLIM COMMERCIAL BANK LTD. |
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HABIB BANK LTD. |
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| REGISTERED
OFFICE |
1ST FLOOR, PANORAMA CENTRE, |
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RAJA GHAZANFAR ALI KHAN ROAD, |
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KARACHI-75530 |
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| ISLAMABAD
OFFICE |
14-1ST FLOOR, BEVERLY CENTRE, |
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56-G, JINNAH AVENUE BLUE AREA, |
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ISLAMABAD. |
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| ZONAL OFFICE |
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1ST FLOOR. NAWA-E-WAQT HOUSE, |
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4-SHAHRAH-E-FATIMA JINNAH |
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LAHORE. |
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| MILLS |
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OKARA (Distt. OKARA) |
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| NOTICE OF THE
MEETING |
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| NOTICE IS
HEREBY GIVEN that the Twenty Fifth Annual General Meeting of the members of
the Company will |
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| be held on
Wednesday the December 31, 2003 at 6:30 p.m. at Dr. Abdul Qadeer Khan
Auditorium, Haji |
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| Abdullah Haroon
Muslim-Gymkhana, Gate # 1, Aiwan-e-Saddar Road, Karachi to transact the
following business. |
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| ORDINARY
BUSINESS |
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| (1) To receive and adopt the Annual Audited
Accounts of the Company for the year ended September 30, 2003 |
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| together with
the Directors' & Auditor's Report thereon. |
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| (2) To appoint Auditors for the year
2003-2004 and fix their remuneration. The present auditors Messrs Hyder |
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| Bhimji &
Co., Chartered Accountants retire and being eligible, offer themselves for
reappointment. |
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| (3) To elect Seven Directors, as fixed by
the Board of Directors, in accordance with the provisions of Section 178 |
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| of the
Companies Ordinance 1984 for a period of three years. The retiring Directors
are Messrs Ghulam |
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| Mohammad A.
Fecto, Munawar Ali Fecto, Kaiser Mahmood Fecto, Abeda Bano, Yahya Ahmed
Bawany, Moin |
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| A. Haroon,
James R. Richards, Fazlur Rehman and Imran Azim. |
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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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| (GHULAM
MOHAMMED A FECTO) |
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| Chief Executive |
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| Karachi: the
8th December, 2003. |
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| NOTES: |
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| (1) The Share "iransfor Books of the
Company will remain closed from December 24, 2003 to December 31, 2003 |
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| (both days
inclusive). |
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| (2) Ail the members should bring their
original National Identity Cards at the time of the meeting. |
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| (3) A member entitled to attend and vote at
this Meeting, may appoint another member as his/her Proxy to attend, |
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| sp<~3k ~nd
vote on his/her behalf. The instrument appointing a proxy and the power of
attorney or other author- |
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| ity under which
'<[ is signed or a
notarially attested copy of the power of attorney must be deposited at the
regis- |
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| tered office of
the Company at least 48 hours before the time of the meeting" |
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| (4) Shareholders are requested to notify
any change in their address immediately. |
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| (5) Any member who seeks to contest
election to the office of director, shall whether he/she is retiring director
or |
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| otherwise, file
with the Company, not later than fourteen days before the date of the meeting
at which elections |
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| are to be held,
a notice of his/her intention to offer himself/herself for election as a
Director in terms of Section |
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| 178 (3) of the
Compares Ordinance, 1984 alongwith consent to act as a Director under Section
184 of the |
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| Companies
Ordinance 1984. He/She should also furnish the declaration as required under
Clause I to V of the |
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| Code of
Corporate Governance. |
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| (6) In compliance with the requirement of
Form-A (Annual Return), all shareholders of the Company are request- |
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| ed to intimate
their NIC number for local shareholders and passport number for foreign
shareholders alongwith |
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| folio number to
the Company. |
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| CDC Account
Holders: |
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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 the person whose
securities are m |
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| group account
and their registration details are uploaded as per the Regulations, shall
authenticate his/her |
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| identity by
showing his/her original National identity Card (NIC) or original passport at
the time of attending the |
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| meeting. |
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| ii) In case o
corporate entity, the Board of Directors resolution/power of attorney with
specimen signature of |
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| 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 or 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 form |
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| as per the
above requirments |
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| ii) The proxy
form shall be witnessed by two persons whose names, addresses and NIC numbers
shall be men- |
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| tioned on the
form. |
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| iii) Attested
copies of NIC o-r the passport of the beneficial owners and the proxy shall
be furnished with the proxy |
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| form. |
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| iv) The proxy shall produce his/her
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 shall be |
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| submitted
('unless it has been provided earlier) alongwith proxy form to the Company |
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| DIRECTORS'
REPORT |
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| The Members, |
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| SABA FARID
SUGAR MILLS LIMITED |
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| KARACHI. |
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| Assalam-o-Alaikum |
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| Your directors
are pieased to present the Twenty Fifth Annual Report and Audited Accounts
for the year |
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| ended September
30, 2003 |
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| Overview |
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| During the !asi
three years the industry has suffered on account of glut created in the year
2000-2001, |
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| when during the
shortfall at the end of year 2000, traders were allowed to import over 1.0
million tons of |
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| subsidized
sugar resulting in a surplus of 621,000 on September 30, 2001. At the end of
the year under |
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| -eview the
ending stock was about 860,000 tons and industry is faced with its disposal. |
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| The situation
warranted serious consideration as the prices were alarmingly on the slide.
The industry |
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| aoproached the
Government to supportive measures one of them was to export the surplus stock
either |
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| on self
financing basis or through Trading Corporation of Pakistan (TCP). TCP however
purchased only |
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| 100,000 MT from
sugar mills, as against the assurance of the Government that the surplus
sugar will be |
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| purchased and
exported oy TCP. |
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| Recently the
Government has shown its interest by approving purchase of another 100,000
tonnes of |
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| sugar from the
mills for a buffer stock. |
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| The Government
reguiates the sugar industry. The price of sugarcane and start of crushing
season all are |
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| determined by
the Government. Therefore it should ensure a minimum price for sale of sugar
also so that |
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| both the
stakeholders are protected. |
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| Further in
order to Keep the industry viable the Government has to |
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| • Link sugarcane price to recovery, so the
incentive should be given to the farmers to cultivate good |
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| quality
varieta! cane having nigh recovery percentages. |
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| • Rationalize the rate of Sales tax. At
present Sugar and Ghee are the only two food items which |
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| are charged
sales tax @ 15% Sugar however, is charged with further tax of 3% whiie Ghee
is |
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| exempted from
such restriction. The additional cost of extra 3% is approximately Rs. 19.5
million. |
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| If the industry
is not revived than we have to spend precious foreign exchange on imports
when our pro- |
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| ducston is low
and have no market when production is surplus. |
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| OPERATING
PERFORMANCE |
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2003 |
2002 |
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| Date of
Commencement |
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Season |
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22-11-2002 |
30-11-2001 |
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| Date of Cessation |
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21-4-2003 |
29-4-2002 |
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| Crushing Duration |
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Days |
149 |
151 |
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| Cane crushed |
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M.Tons |
468,868 |
460,552 |
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| Sugar Production |
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M.Tons |
37,517 |
38,187 |
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| Average Recovery |
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% |
8.01 |
8.28 i |
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| FINANCIAL
PERFORMANCE |
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| The company has
made gross profit of Rs. 67,881,036 as compared to Gross profit of |
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| Rs.
110,884,142. The reduction in gross profit and net loss is attributable to
various factors that |
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| include
substandard sugarcane crop and depressed market conditions which has been
dis- |
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| cussed as below. |
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| Production of
sugar during the year under review almost remained same even though crushing |
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| of sugarcane
was little bit higher. The cost of procurement increased due to the such
reason. |
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| The sale price
of sugar remained depressed for the last three years due to over supply. The
sit- |
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| uation
warranted serious consideration as the prices are alarmingly on the slide.
The price of |
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| sugar fell from
Rs, 26 in January 2001 to Rs. 20 in September 2003 in the retail market. |
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| The factors
discussed above that are faced by the industry resulted in loss this year. |
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| The management
has taken measures to induce growers towards high recovery varietal cane. |
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| For this
purpose the company has extended seed and pesticide loans to a number of
growers. |
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| In order to
honour company's current liabilities, enough liquid funds being mantained in
the |
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| shape of short
term investments. |
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| FUTURE OUT LOOK |
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| Nature has been
very kind this year, and water supply in most areas of the country including
our |
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| natural zone
has been in abundance, which resulted in high sugarcane production, whereas
the |
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| yield is
expected to show a boost in sugarcane crop much higher than the expectation. |
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| STATEMENTS ON
CORPORATE GOVERNANCE |
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| In compliance
with the code of corporate governance, the directors are pleased to state
that; |
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| 1) The financial statements prepared by the
management of the company present fairly its |
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| state of
affairs, the results of its operations, the cash flow and the changes in
equity. |
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| 2) Proper books of account of the Company
have been maintained. |
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| 3) Appropriate accounting policies have been
con.siste.ntly applied in preparation of the finan- |
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| cial statements
and accounting estimates are based on rea |