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| Fateh Sports
Wear Limited |
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| Annual Reports
2003 |
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| CONTENTS |
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| Notice of
Annual General Meeting |
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| Company Profile |
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| Directors'
Report to the Members |
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| Statement of
Compliance |
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| Auditors'
Report to the Members |
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| Review 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 Financial Position |
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| Statement of
Changes in Equity |
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| Notes to the
Accounts |
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| Pattern of
Shareholdings |
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| Details of
Pattern of Shareholdings |
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| Notice of
Annual General Meeting |
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| Notice is
hereby given that the 20th Annual General Meeting of the Shareholders df |
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| FATEH SPORTS
WEAR LIMITED, will be held on Monday the 20th October, 2003
at 8:00 a.m. |
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| at the
registered office of the Company at Mirpurkhas Road, Hyderabad for the
purpose of |
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| transacting the
following business:- |
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| 1. To confirm the minutes of the last Extraordinary General Meeting of
the Company held |
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| on 9th June, 2003. |
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| 2. To receive and adopt the Directors'
Report and Audited Balance Sheet together with the Profit |
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| & Loss
Account of the Company for the year ended 30th June, 2003. |
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| 3. To appoint Auditors for the year
2003-2004 and fix their remuneration. |
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| 4. Any other business with the permission of
the chair. |
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| By order of the
Board |
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| FATEH SPORTS
WEAR LIMITED |
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| Hyderabad
MUHAMMAD NISAR |
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| 29th September,
2003
Company Secretary |
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| NOTES: |
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| 1. The Share transfer books of the Company
will remain closed for 7 days from 14th to 20th |
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| October, 2003
(both days inclusive). |
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| 2. Any member of the Company who is entitled
to attend and vote may appoint any other member |
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| of the Company
as his/her Proxy to attend and vote in his / her stead. |
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| 3. Proxies in order to be effective must be
received by the Company at the Registered Office |
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| not later than
48 hours before the time of holding the meeting. |
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| 4. Shareholders are required to notify the
change of their address, if any, immediately. |
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| BOARD: |
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| CHAIRMAN /
CHIEF EXECUTIVE |
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| Mr. Rauf Alam |
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| DIRECTORS |
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| Mr. Aftab Alam |
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| Mr. Saeed Alam |
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| Mr. Muhammad
Mohsin |
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| Mr. Muhammad
Naveed |
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| Mr. Faraz Alam |
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| Mrs. Najma
Roshan |
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| SECRETARY |
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| Mr. Muhammad
Nisar |
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| CHIEF FINANCIAL
OFFICER |
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| Mr. Muhammad
Ishaque Essani |
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| AUDIT COMMITTEE |
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| Mr. Saeed
Alam
(Chairman) |
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| Mr. Muhammad
Mohsin (Member) |
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| Mr. Muhammad
Naveed (Member) |
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| AUDITORS |
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| M/s. Shahid
Hussain & Co. |
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| Chartered
Accountant, |
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| Karachi. |
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| BANKERS |
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| Muslim
Commercial Bank Limited. |
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| Askari
Commercial Bank Limited. |
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| Allied Bank of
Pakistan Limited. |
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| REGISTERED
OFFICE |
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| Mirpurkhas
Road, |
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| Hyderabad. |
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| BRANCH OFFICE |
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| 7th Floori Suit
#. 706,, |
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| Business &
Finance Centre, |
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| I.I. Chundrigar
Road, |
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| Karachi. |
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| PLANT |
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| Kali Mori, |
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| Hyderabad. |
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| Company Profile |
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| Directors"
Report to the Members |
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| On behalf of
the Board of Directors, I welcome you on the 20th Annual General Meeting of
your |
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| company and
present before you the audited accounts and Auditors' Report for the year
ended on |
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| June 30, 2003. |
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| Management is
making all out efforts to receive stuck-up funds from abroad so that it could
come |
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| out of
financial constraints and to start production activities.The company intends
to revive its |
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| production
activities soon after realization of funds and efforts are being made to
receive the funds |
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| in forthcoming
year. • |
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| During the year
under review company sales were Rs. 0.565 million and incurred loss of
Rs.1.723 |
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| million, mainly
due to write off finished goods of Rs. 5.512 million. Accumulated Loss of Rs.
64.634 |
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| million has
been transferred to Balance Sheet. |
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| The company
accounted for up-to-date mark-up received and paid to its associated
companies. |
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| Deferred
Taxation Policy has been framed according to International Accounting
Standards. The |
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| management of
the company has prepared these accounts on a going concern basis and.will |
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| financially
support the company. |
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| Audit
committee, which was approved by the Board of Directors in September last
year, comprise of |
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| three members
from the Board. The Audit Committee reviews the annual, half yearly and
quarterly |
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| financial
statements and other matters of significant nature. A total of five meetings
of Audit |
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| Committee were
held during period under review. |
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| During the year
four (04) meetings of the Board of Directors were held, the attendance of
Board |
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| members was as
follows; |
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| S.NO. |
NAME OF DIRECTOR |
MEETING ATTENDED |
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| 1 |
Mr. Rauf Alam |
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4 |
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| 2 |
Mr. Aftab Alam |
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4 |
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| 3 |
Mr. Saeed Alam |
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4 |
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| 4 |
Mr. Muhammad Mohsin |
4 |
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| 5 |
Mr. Muhammad Naveed |
4 |
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| 6 |
Mr. Faraz Alam |
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- (appointed in June, 2003) |
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| 7 |
Mrs. Najma Roshan |
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| In compliance
with the provisions of the code, the Board members are to place following
statement |
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| on record. |
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| • The financial statements presents fairly
its state of affairs. |
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| • The Company maintain proper books of
accounts and accounting policies constantly applied |
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| except policy
of depreciation due to non production. |
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| • The International Accounting Standards,
as applicable in Pakistan, have been followed in |
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| preparation of
Financial Statements and any departure therefrom has been adequately |
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| disclosed. |
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| • The System of Internal Control, which
was in place, is being continuously reviewed by internal |
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| audit and other
such procedures. The process of review will continue with the objective to |
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| further improve. |
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| • There are no significant doubts upon the
company's ability to continue as a going concern . |
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| • There has been no material departure
from the best practices of corporate governance, as |
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| detailed in the
listing regulations. |
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| Pattern of
Shareholding required under section 236 of the Companies Ordinance, 1984 is
annexed. |
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| AUDITORS
OBSERVATION |
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| 1. The'company has charged depreciation at
half the rate on fixed assets due to non-production. |
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| 2. No provision has been made for
receivables amounting to Rs.25.323 million because these |
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| amount is
recoverable soon after realization of outstanding debts. |
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| The retiring
Auditors M/s. Shahid Hussain & Company, Chartered Accountants, being
eligible offer |
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| themselves for
reappointment. |
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|
1997-98 |
1998-99 |
1999-00 |
2000-01 |
2001-02 |
2002-03 |
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| Sales |
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308,882 |
297,525 |
291,646 |
150,650 |
10,413 |
0,565 |
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| Gross Profit /
(Loss) |
76,498 |
76,562 |
75,672 |
35,970 |
-9,335 |
-1,596 |
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| Selling &
Administration Expenses |
36,399 |
40,827 |
38,087 |
28,091 |
7,290 |
6,603 |
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| Profit / (Loss)
before Taxation |
7,464 |
5,833 |
3,330 |
-11,605 |
-50,655 |
-2,007 |
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| Statement of
Compliance with Code of Corporate Governance |
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| This statement
is being presented to comply with the Code of Corporate Governance in the
listing |
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| regulations of
Karachi Stock Exchanges for the purpose of establishing a framework of good |
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| governance,
whereby a listed company is managed in compliance with the best practices of |
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| 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 the presentation
of independent non-executive directors on its Board |
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| of Directors.
However there is no representation of non-executive independent directors and |
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| minority
shareholders on the Board. |
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| 2. The directors have confirmed that none of
them is serving as a director in more than ten listed |
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| companies,
including this company. |
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| 3. All the resident directors of the company
are registered as taxpayers and none of them has |
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| defaulted in
payment of any loan to a banking company, a DPI or an NBFI or, being a member |
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| of stock
exchange, has been declared as a defaulter by that stock exchange. |
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| 4. No casual vacancy occurred in the Board
till June 30, 2003. |
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| 5. The company has prepared a 'Statement of
Ethics and Business Practices' which has been |
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| signed by all
the directors. |
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| 6. The Board has developed a vision
statement, overall corporate strategy and significant policies |
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| of the company.
A complete record of particulars of significant policies alongwith date on
which |
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| they were
approved or amended has been maintained. |
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| 7. All the power of the Board have been duly
exercise and decisions on material transactions, |
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| including
appointment and determination of remuneration and terms and conditions of |
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| employment of
the Chief Executive Officer (CEO) and other executive directors, have been |
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| taken by the
Board. |
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| 8. The meeting of the Board were presided
over by the Chairman and the Board met at least once |
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| in every
quarter. Written notices of the Board Meeting, alognwith agenda and working
papers, |
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| were circulated
at least seven days before the meetings. The minutes of the meetings were |
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| appropriately
recorded and circulated. |
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| 9. The board attended one orientation course
during the year and intends to holds such sessions |
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| in future also. |
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| 10. The Board
has already approved appointment of Chief Financial Officer (CFO), Company |
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| Secretary and
Head of Internal Audit. |
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| 11. The
directors' report for the period ended June 30, 2003 has prepared in
compliance with the |
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| requirements of
the Code and fully describes the salient matters required to be disclosed. |
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| 12. The
financial statements of the company were duly endorsed by CEO and CFO before
approval |
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| of the Board. |
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| 13. The
directors, CEO and executive do not hold any interest in the shares of the
company other |
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| than that
disclosed in the pattern of shareholding. |
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| 14. The company
has complied with all the corporate and financial reporting requirements of
the |
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| Code. |
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| 15. The Board has formed and Audit Committee in
September of the last year. It comprises three |
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members including the Chairman of the Committee. |
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| 16. The meeting
of the Audit Committee were held at least once every quarter prior to
approval of |
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| interim and
final results of the Company and as required by the Code. The terms of
references |
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| of the
committee have been formed and advised to the committee for compliance. |
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| 17. The Board has set up an effective internal
audit function manned by suitably qualified and |
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| experienced
personnel who are conversant with the policies and procedures of the company |
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| and are
involved in the internal audit function on a full time basis. |
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| 18. The statutory auditors of the company have
confirmed their intention to obtain satisfactory |
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| rating of
quality control review program from the Institute of Chartered Accountant of
Pakistan, |
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| that they or
any of the partners of the firm, their spouses and minor children do not hold
shares |
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| of the company
and that the firm and all its partners are in compliance with International |
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| Federation of
Accountants (IFAC) guidelines on code of ethics as adopted by Institute of |
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| Chartered
Accountants of Pakistan. |
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| 19. The statutory auditors or the persons
associated with them have not been appointed to provide |
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| other services
except in accordance with the listing regulations and the auditors have
confirmed |
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| that they have
observed IFAC guidelines in this regard. |
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| 26. We confirm
that all other material principles contained in the Code have been compiled
with. |
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| Auditors'
Report to the Members |
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| We have audited
the annexed balance sheet of Fateh Sports Wear
Limited as at 30th June, |
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| 2003 and the
related profit and loss account, cash flow statement and statement of changes
in |
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| equity together
with the notes forming part thereof, for the year then ended and we state
that we |
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| have obtained
all the information and explanations which, to the best of our knowledge and
belief, |
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| were necessary
for the purposes of our audit. |
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| It is the
responsibility of the company's management to establish and maintain a system
of internal |
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| control, and
prepare and present the above said statements in conformity with the approved |
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| accounting
standards and the requirements of the Companies Ordinance, 1984. Our
responsibility |
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| is to express
an opinion on these statements based on our audit. |
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| We conducted
our audit in accordance with the auditing standards as applicable in
Pakistan. |
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| These standards
require that we plan and perform the audit to obtain reasonable assurance
about |
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| whether the
above said statements are free of any material misstatement. An audit
includes |
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| examining, on a
test basis, evidence supporting the amounts and disclosures in the above said |
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| statements. An
audit also includes assessing the accounting policies and significant
estimates |
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| made by
management, as well as, evaluating the overall presentation of the above said |
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| statements. We
believe that our audit provides a reasonable basis for our opinion and, after
due |
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| verification,
we report that; |
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