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| Dar Es Salaam
Textile 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
Annual General Meeting |
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| Vision /
Mission Statements |
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| Directors' Report |
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| Statement of
Compliance with the Best Practices |
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| of Corporate
Governance |
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| Review Report
to the Members on Statement |
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| of Compliance
with best Practices of Code of |
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| Corporate
Governance |
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| Financial
Highlights |
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| Pattern of
Holding of Shares |
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| Auditors' Report |
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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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| NOTICE OF
ANNUAL GENERAL MEETING |
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| Notice is
hereby given that the Annual General Meeting of Shareholders of Dar Es Salaam
Textile |
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| Mills Limited
will be held on Saturday the 31bt January, 2004 at 11:00 a.m. at the Registered |
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| Office of the
Company, Servis House, 2 Main Gulberg, Lahore, to transact the following
business: |
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| To confirm the
minutes of the last Annual General Meeting held on 22-03-2003. |
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| 2. To receive, consider and adopt the
Profit and Loss Account and Balance Sheet for the |
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| year ended
30th September, 2003 and the Directors' Report and Auditors' Report |
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| thereon. |
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| 3. To appoint auditors and to fix their
remuneration. |
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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 |
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| Dated : January 07, 2004 |
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| SULTAN ANWAR |
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| Company
Secretary |
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| NOTES: |
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| 1. The share transfer books of the Company
will remain closed from 28-01-2004 to 04-02-2004 |
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| (both days
inclusive). |
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| 2. A member entitled to vote at the
meeting may appoint any other member as his/her proxy. |
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| Proxies in
order to be effective, must be received at the Registered Office of the
Company |
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| duly stamped,
signed and witnessed not later than 48 hours before the meeting. |
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| 3. Any individual Beneficial Owner of the
Central Depository Company, entitled to vote at this |
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| meeting must
bring his/her National Identity Card with him/her to prove his/her identity,
and |
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| in case
of proxy must
enclose an attested
copy of his/her
National Identity Card. |
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| Representatives
of corporate members should bring the usual documents required for such |
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| purpose. |
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| 4. Shareholders are requested to notify
the Company's share registrar of any change in their |
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| addresses. |
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| COMPANY
INFORMATION |
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| Board of
Directors |
Mr. Shahid Hussain |
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Chairman |
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Mr. Arif Saeed |
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Chief Executive |
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| Directors |
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Mr. Ahmed Javed |
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Mr. Zahid Hussain |
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Mr. Shahid H. Kardar |
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Mr. Zulfiqar Ahmad Malik |
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Mr. Mansoob A. Akhtar (N.I.T. Nominee) |
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| Secretary |
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Mr. Sultan Anwar |
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| Auditors |
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S. M. Masood & Co. |
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Chartered Accountants |
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| Bankers |
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Habib Bank Limited |
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Prime Commercial Bank Limited |
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United Bank Limited |
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Union Bank Limited |
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Bank Alfalah Limited |
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| Registered
Office |
Servis House, |
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2 Main Gulberg, |
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Lahore-54662 |
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| Factory |
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10th Km Mundke-Sheikhupura Road, Muridke. |
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| DIRECTORS'
REPORT |
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| The Directors
are pleased to present the Annual Report of your Company and the Audited |
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| Financial
Statements for the year ended 30th September, 2003. |
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| Our sales
increased by just over 5% and registered at Rs. 479.019 million (last year:
Rs. 453.846 |
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| million).
However, our gross profit ratio declined to 8.41% (last year: 11.92%). This
is despite |
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| lowering of
operating expenses from 6% of sales to 5.7% and a similar curtailment in the
financial |
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| expenses from
4.4% of sales to 3.98%. The operation resulted in a loss before tax of Rs.
5.230 |
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| million (last
year: profit of Rs. 6.148 million). |
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| The principal
cause of the reduced gross profit was the increase in raw material cost from
59.7% |
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| to 66.7 % of
sales. Due to extraordinary developments in the world: most notably the SARS |
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| epidemic in
Hong Kong and China (our biggest markets) and weak economic indicators in the |
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| United States
(the principal market for our customers), knitwear sales were suppressed and
yarn |
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| prices did not
rise to match the increase in cotton prices. |
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| We are pleased
to report that our combers have been installed and at the time of writing
this |
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| report our new
back process machinery has been shipped. This will now enable us to proceed |
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| with an
increase in spindleage within 2004. These measures are intended to reduce our
spindle |
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| cost and
enable our Company to be more competitive at any given cotton and yarn
prices. |
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| PROSPECTS FOR
THE YEAR |
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| The cotton
market has displayed an upward trend during the current cotton season which
started |
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| in September -
October 2003. Cotton prices in Pakistan rose from a level of Rs. 2.400/- per |
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| maund and
peaked at Rs. 3.600/- per maund before settling at slightly lower levels.
Such a |
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| marked
increase in cotton price was not easily or immediately absorbed in yarn
prices. However, |
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| we are
confident that the market will reset itself to reflect current levels. We are
now focused on |
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| the growth of
this Compdny after having gone through a period of consolidation during the
last 3 |
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| years and are
confident that this will result in enhancing shareholder value. |
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| EARNING PER
SHARE |
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| Loss per share
for the year is Rs. 1.22 compared with a profit per share of Rs. 0.48 in the |
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| previous year.
The Board of Directors has recommended nil dividend for the year under review
on |
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| account of
losses and in view of the expansion plans of the Company. |
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| CORPORATE
GOVERNANCE |
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| The Board of
Directors hereby declares that for the year ended September 30, 2003. |
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| a. The financial statements, prepared by
the Management of the Company, fairly present |
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| its state of
affairs, the results of its operation, cash flow, and changes in equity. |
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| b. The Company has maintained proper books
of account. |
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| c. Appropriate accounting policies have
been consistently applied in the preparation of |
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| financial
statements and accounting estimates are based on reasonable and prudent |
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| judgment. |
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| Vision
Statement |
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| To achieve the
highest possible return on investment through a |
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| process of
continuous improvement and while upholding the highest |
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| standards of
integrity in all operations. |
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| Mission
Statement |
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| To be a
result-oriented and profitable Company by consistently |
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| improving in
terms of productivity, quality, technological expertise, |
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| diversity,
presentation, reliability and customer acceptance. |
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| To establish
the Company as a growing concern while ensuring |
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| optimum return
on investment for snareholders. |
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| To be a
responsible employer and create an environment where a |
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| professional,
highly-motivated management team can prosper. |
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| To be a good
corporate citizen who supports charitable causes and |
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| follows
environmentally friendly policies. |
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| STATEMENT OF
COMPLIANCE WITH THE BEST PRACTICES OF |
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| CORPORATE
GOVERNANCE |
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| This statement
is being presented to comply with the Code of Corporate Governance contained
in |
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| Regulation No.
37 (Chapter XI) of the Karachi Stock Exchange (Guarantee) Limited and Listing |
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| Regulation No.
40 (Chapter XIII) of the Lahore Stock Exchange (Guarantee) Limited for the |
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| purpose of
establishing a framework of good governance, whereby a listed company is
managed |
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| in compliance
with the best practices of corporate governance. |
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| The Company
has applied the principles contained in the Code in the following manner: |
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| 1. The Company encourages representation of
independent non-executive directors and |
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| directors
representing minority interests on it's Board of Directors. At present the
Board |
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| included one
independent director representing Financial Institution and 5 non-executive |
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| directors. |
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| 2. The directors have confirmed that none of
them is serving as a director in more than ten |
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| listed
companies including this Company. |
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| 3. All the resident directors of the Company
are registered as taxpayers and none of them |
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| has defaulted
in payment of any loan to a banking company, a DPI or an NBFI or, being a |
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| member of a
stock exchange, has been declared as a defaulter by that stock exchange. |
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| 4. No casual vacancy occurred during the
financial year 2002-2003. |
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| 5. The Company has prepared a
"Statement of Ethics and Business Practices", which has |
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| been signed by
all the directors and employees of the Company. |
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| 6. The Board has developed a vision/mission
statement, overall corporate strategy and |
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| significant
policies of the Company. A complete record of particulars of significant
policies |
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| along with
dates on which they were approved or amended has been maintained. |
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| 7. All
the powers of the
Board have been
duly exercised and decisions on material |
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| transactions,
including appointment and determination of remuneration and terms and |
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| conditions of
employment of the CEO and other executive directors, have been taken by |
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| the Board. |
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| The meetings
ol the Board were presided over by the Chairman and, in his absence, by a |
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| director
elected by the Board for this purpose and the Board met at least once in
every |
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| quarter.
Written notices of the Board meetings, along with agenda and working papers, |
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| were
circulated at least seven days before the meetings. The minutes of the
meeting |
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| were
appropriately recorded and circulated. |
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| d. International accounting standards, as
applicable in Pakistan, have been followed in |
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| the preparation
of financial statements and
any departure therefrom has
been |
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| adequately
disclosed. |
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| e. The
system of internal
control is sound
in design and
has been effectively |
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| implemented
and monitored. |
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| f. There are no significant doubts upon
the Company's ability to continue as a going |
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| concern. |
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| g. There
has been no
material departure from
the best practices
of corporate |
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| governance, as
detailed in listing regulations. |
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| h. Operating and financial data and key
ratios of the last six years are annexed. |
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| i. Value of investment of Provident Fund
based on the last audited accounts of said fund |
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| is Rs. 5.88
million. |
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| j. |