|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| FAZAL CLOTH
MILLS LIMITED |
|
|
|
|
|
|
|
|
|
|
| Annual Report
2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CONTENTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company
Information |
|
|
|
|
|
|
|
|
|
|
|
| Vision and
Mission Statement |
|
|
|
|
|
|
|
|
|
|
|
| Statement of
Ethics |
|
|
|
|
|
|
|
|
|
|
|
| Notice of
Annual General Meeting |
|
|
|
|
|
|
|
|
|
|
|
| Directors'Report |
|
|
|
|
|
|
|
|
|
|
|
|
| Statement of
compliance with best practices of Code of Corporate Governance |
|
|
|
|
|
|
|
|
| Review report
to the members on statement of Compliance with best practices |
|
|
|
|
|
|
|
|
| of Code of
Corporate Governance |
|
|
|
|
|
|
|
|
|
|
|
| Auditors'Report
to the Mambers |
|
|
|
|
|
|
|
|
|
|
|
| Balance Sheet |
|
|
|
|
|
|
|
|
|
|
|
|
| Profit and Loss
Account |
|
|
|
|
|
|
|
|
|
|
|
| Cash Flow
Statement |
|
|
|
|
|
|
|
|
|
|
|
| Statement of
Changes in Equity |
|
|
|
|
|
|
|
|
|
|
|
| Notes to the
Financial Statements |
|
|
|
|
|
|
|
|
|
|
|
| Pattern of
Shareholding as per requirements of Code of Corporate Governance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| COMPANY
INFORMATION |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Board of
Directors |
Sh. Naseem Ahmad Chairman & Chief
Executive |
|
|
|
|
|
|
|
|
|
Sh. Amir Naseem |
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Rehman Naseem |
|
|
|
|
|
|
|
|
|
|
|
Mr. Fazal Ahmad Sheikh |
|
|
|
|
|
|
|
|
|
|
|
Mr. Faisal Mukhtar |
|
|
|
|
|
|
|
|
|
|
|
Mrs. Farrukh Mukhtar |
|
|
|
|
|
|
|
|
|
|
|
Mr Shamsuddin Khan Nominee NIT Ltd. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Audit Commitee |
|
Sh. Naseem Ahmad Chairman |
|
|
|
|
|
|
|
|
|
|
Mr. Rehman Naseem Member |
|
|
|
|
|
|
|
|
|
|
Mr. Fisal Mukhtar Member |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company
Secretary |
Mr. M.D. Kanwar |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Chief Financial
Officer |
Mr. Faizan-ul-Haq |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Auditors |
|
M/s Yousuf, Adil, Saleem & Co., |
|
|
|
|
|
|
|
|
|
|
|
Chartered Accountants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bankers |
|
Habib Bank Limited |
|
|
|
|
|
|
|
|
|
|
|
Askan Commercial Bank Limited |
|
|
|
|
|
|
|
|
|
|
|
Sonen Bank Limited |
|
|
|
|
|
|
|
|
|
|
|
Bank AI-Falah Limited |
|
|
|
|
|
|
|
|
|
|
|
National Bank of Pakistan |
|
|
|
|
|
|
|
|
|
|
|
Faysal Bank Limited |
|
|
|
|
|
|
|
|
|
|
|
ABN-AMRO Bank. N.V. |
|
|
|
|
|
|
|
|
|
|
|
Meezan Bank Limited |
|
|
|
|
|
|
|
|
|
|
|
Pakistan Industrial Credit & Investment
Corporation Limited |
|
|
|
|
|
|
|
|
|
Pakistan kuwait Investment Company (Pvt) Limited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Offices : |
|
|
|
|
|
|
|
|
|
|
|
|
| Head/Registered
Office |
1st Floor, International Plaza, Bohra Street,
Multan Cantt Pakistan |
|
|
|
|
|
|
|
|
|
Ph.: 061-587632, 588733, 581422, Fax . 0092-61-541832 |
|
|
|
|
|
|
|
|
|
e-mail : fazalgrp@brain.net.pk |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Account Office |
|
2nd Floor, Trust Plaza, Multan - Pakistan |
|
|
|
|
|
|
|
|
|
|
Ph. 061-549713. 512031 Fax 0092-61-511677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Mills: |
|
i)
Fazal Nagar. Jhang Road, Muzaffargarh - Pakistan |
|
|
|
|
|
|
|
|
|
|
Ph. 0661-422216-18 Fax : 0092-661-422217 |
|
|
|
|
|
|
|
|
|
|
e-mail
exports@fazalcloth.com |
|
|
|
|
|
|
|
|
|
|
|
ii)
Qadirpur Rawan Bypass, Khanewal Road, Multan - Pakistan |
|
|
|
|
|
|
|
|
|
Ph. 061-578022-23, 578097 Fax : 0092-61-578098 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Corporate
Vision / Mission Statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Vision |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The Company
aims at becoming a Complete Textile unit, which can explore local |
|
|
|
|
|
|
|
|
| and
international market of very high value products. The Company would keep its |
|
|
|
|
|
|
|
|
| emphasis on
product and market diversification, value addition and cost |
|
|
|
|
|
|
|
|
|
| effectiveness.
We want to fully equip the company to play a meaningful role on the |
|
|
|
|
|
|
|
|
| sustainable
basis in the economic development of the Country. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Mission |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The Company
should provide a secure and rewarding investment to its shareholders |
|
|
|
|
|
|
|
|
| and investors,
quality products to its customers, a secure place of work to its |
|
|
|
|
|
|
|
|
| employees and
an ethical partner to all its business associates. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| STATEMENT OF
ETHICS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| INTRODUCTION |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The Company's
policy is to conduct business with honesty and integrity and be ethical in
all its |
|
|
|
|
|
|
|
| dealing,
showing respect for the interest of those with whom it has relationships. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| EMPLOYEES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1. This Code of Ethics is established on the
basis that unless a limitation is specifically stated the |
|
|
|
|
|
|
|
| objectives and
fundamental principles are equally valid for ail employees, whether they are
at mills |
|
|
|
|
|
|
|
| or at head office. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. An employee is distinguished by certain
characteristics including : |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2.1 Master of particular intellectual
skill, acquired by training and education. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2.2 Acceptance of duty to society as a whole
in addition to duties to the organization and |
|
|
|
|
|
|
|
|
| employer. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2.3 Rendering personal services to a high
standard of conduct and performance. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. The specialized knowledge, skills,
training and experience required to be a proficient employee. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4 The efforts of the services of superiors
to train those working directly and indirectly under them |
|
|
|
|
|
|
|
| would be
appreciated. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| THE PUBLIC
INTEREST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. A distinguishing mark of a profession is
acceptance of its responsibility to the organization. The |
|
|
|
|
|
|
|
| organization is
responsible towards customer, credit grantors, governments, employees,
investors, |
|
|
|
|
|
|
|
| the business
and financial community and others who rely on the objectivity and integrity
of the |
|
|
|
|
|
|
|
| organization to
maintain the orderly functioning of commerce and industry. This reliance
imposes |
|
|
|
|
|
|
|
| a public
interest responsibility on the organization. The public interest is defined
as the collective |
|
|
|
|
|
|
|
| well being of
the community of people and institution served by the organization. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. An organization's responsibility is not
exclusively to satisfy the needs of an individual customer or |
|
|
|
|
|
|
|
| director. The
standards of service are heavily determined by the public interest for
example : |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. /
Transparent dealings help to maintain the integrity and efficiency of the
Organization presented |
|
|
|
|
|
|
|
| to the
shareholders, financial institutions, customers, employees, government
regulations |
|
|
|
|
|
|
|
|
| and tax
authorities. The transparent dealings would help to secure loans and to
obtain |
|
|
|
|
|
|
|
|
| capital from
share holders. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6.2 Financial planning serves in efficient
and effective use of the organization's resources. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6.3 Internal auditors provide assurance
about a sound internal control system, which enhances |
|
|
|
|
|
|
|
| the reliability
of the external financial information of the organization. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6.4 Directors help to establish confidence
and efficiency for fair resolution Organization's affairs. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6.5 Management has responsibility toward the
organization in advocating sound management |
|
|
|
|
|
|
|
| decision making. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7. The organization has an important role
towards society, shareholders, creditors, employees and |
|
|
|
|
|
|
|
| other sectors
of the business community, as well as the government and the public at large
for |
|
|
|
|
|
|
|
|
| sound financial
accounting, reporting effective financial management and variety of business
and |
|
|
|
|
|
|
|
| taxation
matters. Sound business practices of the organization has an impact on the
economic |
|
|
|
|
|
|
|
| well being of
the country. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8. It is in the best interest of the
organization that services are provided at the highest level of |
|
|
|
|
|
|
|
| performance and
in accordance with ethical standards to ensure continued good performance. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 9. In formulating this code of ethics, the
Board of Directors has considered the public service and |
|
|
|
|
|
|
|
| employees
expectations of the ethical standards of the organization. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| OBJECTIVES OF
THE ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 10. The code recognizes that the objectives of
the organization are to work to highest standards of |
|
|
|
|
|
|
|
| professionalism,
to attain the highest levels of performance and generally to meet the
interested |
|
|
|
|
|
|
|
| group
requirements set out above. These objectives require four basic needs to be
met: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 10.1 Credibility |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| In the whole of
society there is a need for credibility in information and information
systems. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 10.2 Professionalism |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The customers,
employees and other interested parties can rely on the professionalism of |
|
|
|
|
|
|
|
|
| the organization. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 10.3 Quality of Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| There is a need
for assurance that all services provided are carried out to the highest |
|
|
|
|
|
|
|
|
| standards of
performance. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 10.4 Confidence |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interested
groups should be able to feel confident that there exists a framework of |
|
|
|
|
|
|
|
|
| professional
ethics, which governs the provision of services provided by the organization
to |
|
|
|
|
|
|
|
|
| the community
and the country. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| FUNDAMENTAL
PRINCIPLES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 11. In order to achieve the objectives of the
organization, employer and employees have to observe a |
|
|
|
|
|
|
|
| number of
prerequisites or fundamental principles. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 12. The fundamental principles are: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 12.1 Integrity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| An interested
group connected with the organization should be straight forward and honest |
|
|
|
|
|
|
|
|
| in performing
professionals services. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 12.2 Objectivity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The
organization should be fair and should not allow prejudice or bias or
influence of other |
|
|
|
|
|
|
|
|
| to override
objectivity. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 12.3 Professional Competence, Due Care and Timeliness |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| An organization
should perform and provide goods and services with due care, competence |
|
|
|
|
|
|
|
|
| and diligence
and has a continuing duty to maintain a level required to ensure that a
customer |
|
|
|
|
|
|
|
|
| or employee
receives goods and service based on up to date product line. Further all
industrial |
|
|
|
|
|
|
|
|
| obligations
should be adhered to for timely compliance. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 12.4 Confidentiality |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The
organization should respect the confidentiality of information acquired
during the course |
|
|
|
|
|
|
|
|
| of providing
goods and services and should not use or disclose any such information
without |
|
|
|
|
|
|
|
|
| proper and
specific authority or unless there is a legal or professional right or duty
to disclose. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 12.5 Organizational Behavior |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The
organization should act in a manner consistent with the good reputation of
the industry |
|
|
|
|
|
|
|
|
| and refrain
from any conduct, which might bring discredit to the company. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 12.6 Technical Standards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The
organization should provide goods and services in accordance with the
relevant technical |
|
|
|
|
|
|
|
|
| ond
professional standards The organization has a duty to carry out with care and
skill, the |
|
|
|
|
|
|
|
|
| instructions of
the customers insofar as they are compatible with the requirements of |
|
|
|
|
|
|
|
|
| commercial
trade practice. In addition they should conform with the technical and
professional |
|
|
|
|
|
|
|
|
| standards
promulgated by: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| — PCSIR (Pakistan Council for Scientific & Industrial
Research) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| — international Standards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| — Relevant Legislation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 13. In addition to observing the fundamental
principles listed above; the organization should be and |
|
|
|
|
|
|
|
| appear to be
free of any interest, which might be, regarded, whatever its actual effect,
as being |
|
|
|
|
|
|
|
|
| incompatible
with integrity, objectivity and independence. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 14. The objectives as well as the fundamental
principles are of a general nature and are not intended |
|
|
|
|
|
|
|
| to be used to
solve the organization's ethical problems in a specific case. However, the
code |
|
|
|
|
|
|
|
|
| provides some
guidance as to the application in practice of the objectives and the
fundamental |
|
|
|
|
|
|
|
|
| principles with
regard to a number of typical situations occurring in the industrial process
and |
|
|
|
|
|
|
|
|
| company
procedure. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| NOTICE OF
MEETING |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Notice is
hereby given that the 38th Annual General Meeting of the Shareholders of the
Company |
|
|
|
|
|
|
|
| FAZAL CLOTH
MILLS LIMITED will be hied on Friday, the 30th day of January, 2004 at
11:00 a.m. |
|
|
|
|
|
|
|
| at Room No. 102/103,1st Floor, International Plaza, Bohra
Street. Multan Cantt. to transact the |
|
|
|
|
|
|
|
| following
business: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ORDINARY
BUSINESS : |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1. To confirm the minutes of the last Annual
General Meeting of the Company dated 31.03.2003. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|