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| Husein
Indusrties Limited |
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| Annual Reports
2003 |
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| Corporate
Information |
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| Borad Of
Directors |
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| Mr. Latif E. Jamal |
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Chairman/Chief Executive |
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| Mr. Aziz L. Jamal |
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Director |
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| Mr. Rashid L
Jamal |
Director |
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| Mr. Husein Jamal |
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Director |
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| Mrs. Aisha Bai
Suleman |
Director |
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| Mr. Akhtar
Wasim Dar |
Director |
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| Mr. Ahsan Jamal |
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Director |
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| Board of Audit
Committee |
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| Mr. Akhtar
Wasim Dar |
Chairman |
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| Mr. Rashid L.
Jamal |
Member |
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| Mr. Husein Jamal |
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Member |
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| Mr. Mahmood
-ul-Hassan Malik |
Secretary |
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| Company
Secretary |
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| Mr. M Anwar
Kaludi |
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| Registered
& Head Office |
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| HT-8 Landhi
Industrial Area & Tradin Estate |
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| Landhi,
Karachi - 75120 |
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| Tel :
(921)5018536-8 |
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| Fax : (9221)
5018545 |
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| E-mail :
sales@husein.com |
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| Bankers |
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| Metropolitian
bank Lts. |
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| Habib Bank AG
Zurich |
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| Habib Bank Ltd. |
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| Auditors |
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| A.F Ferguson
& Co. |
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| Chartered
Accountants |
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| Mills |
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| Landhi
Industrial Area & Trading Estate |
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| Landhi, Karachi-75120 |
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| NOTICE OF
MEETING |
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| The 50th
Annual General Meeting of the Shareholders of Husein Industries Limited will
be held at |
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| the Registered
Office of the Company at Plot No. HT-8, Landhi Industrial & Trading
Estate, Landhi, |
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| Karachi on
Friday January 30, 2004 at 11:30 a.m. to transact the following business: |
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| 1. To confirm the minutes of the 49th
Annual General Meeting held on March 29, 2003. |
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| 2. To receive and adopt the Directors'
Report and the Audited Accounts of the Company for |
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| the year ended
September 30, 2003. |
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| 3. To appoint auditors and fix their
remuneration. Present auditors M/s. A. F. Ferguson & Co. |
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| Chartered
Accountants, retire and did not offer for re-appointment in view of rotation |
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| requirements
of Code of Corporate Governance being part of listing regulations of Karachi |
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| and Lahore
Stock Exchanges. Audit Committee has recommended the name of M/s. Hyder |
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| Bhimji &
Co. Chartered Accountants for appointment in place of retiring auditors, for
con- |
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| sideration in
the Annual General Meeting. |
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| 4. To approve the dividend as
recommended by the directors. |
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| 5. To transact any other business with
the permission of the Chair. |
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| By order of
the Board |
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| MOHAMMED ANWAR
KALUDI |
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| Karachi :
January 8, 2004
Secretary |
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| NOTES : |
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| 1. The Share Transfer Books of the
Company will remain closed from January 27, 2004 to |
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| January 30,
2004, both days inclusive. |
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| 2. A member entitled to attend and
vote at this Meeting may appoint another member as a |
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| proxy to
attend and vote instead of him or her. Proxies, in order to be valid, must be |
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| deposited at
the Registered Office of the Company not later than 48 hours before the
meeting. |
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| 3. Members are requested to promptly
notify change of address, if any. |
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| STATEMENT ON
CORPORATE AND FINANCIAL FRAME WORK |
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| a) The Financial statements, prepared by the
management of the Company, present fairly its state |
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| of affairs,
the result of its operations, cash flows and changes in equity. |
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| b) Proper books of account of the Company
have been maintained. |
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| c) Appropriate accounting policies have been
consistently applied in preparation of financial |
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| statements and
accounting estimates are based on reasonable and prudent judgement. |
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| d) International Accounting Standards, as
applicable in Pakistan, have been followed in preparation |
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| of financial
statements. |
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| e) The system of internal control is sound
in design and has been effectively implemented and |
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| monitored. |
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| f) There are no significant doubts upon the
Company's ability to continue as a going concern. |
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| g) There has been no material departure from
the best practices of corporate governance, |
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| h) Key operating and financial data for last
six years is summarized on page No. 31. |
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| i) There are no overdue taxes, duties,
levies and charges as on 30th September, 2003. |
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| j) There are no funds based provident,
gratuity and pension fund schemes. |
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| k) During the year meetings of the Board of
Directors were held. Attendance by each Director is |
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| given on page
No. 30. |
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| 1) The statement showing the pattern of
shareholdings in the Company, as on 30th September, |
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| 2003 is shown
on page No. 28 to 29. |
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| m) No trades
in the shares of the listed Company were carried out by the Directors, CEO,
CEO, |
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| Company
Secretary and their spouse and minor children. |
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| On behalf of
the Board |
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| Latif E. Jamal |
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| Karachi :
January 8, 2004
Chairman & Chief Executive |
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| DIRECTORS'REPORT |
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| The Directors
are pleased to place before you the 50th Annual Report together with the
audited |
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| accounts of
the Company for the year ended September 30, 2003 and the Auditors' Report
thereon. |
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| The
appropriations are tabulated as below: |
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Rupees |
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| Profit after
taxation |
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57,620,214 |
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| Unappropriated
profit brought forward |
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1,639,181 |
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| Profit
available for appropriations |
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59,259,395 |
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| Appropriations |
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| Transfer to
general reserve |
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32,500,000 |
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| Proposed
dividend final @ 25% |
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26,564,630 |
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59,064,630 |
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| Unappropriated
profit carried forward |
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194,765 |
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| The year under
review has been quite an eventful and challenging one as the industry is now
about |
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| to face the
post quota elimination scenarios and all the decisions taken by the
management of your |
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| Company have
been focused on enhancing the capability of being cost effective with
improved |
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| quality standards. |
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| During the
year, the prices of raw material continued to surge and continuous
depreciation of US |
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| Dollar
adversely affected the Company's profitability for the year and its
investment capability. |
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| Recent
announcement regarding imposition of Anti Dumping duty by the European Union
on Pakistani |
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| Bed linen is
yet another factor which may impact the sale revenues on exports to European
Union. |
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| This
necessitates exploring of new markets and research and development of new
products. |
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| Despite the
above factors, the Company is striving hard to maintain the steady flow of
export |
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| orders by its
diversification policy and aggressive sales campaign. |
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| Subsequent to
the year-end, your Company suffered an irreparable loss in the sad demise of
its |
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| Director
Masrur Hassan Khan on 07 November 2003. His services are too laudable to be
expressed |
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| in words. May
his soul rest in eternal peace. In place of the deceased director, the Board
has appointed |
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| Mr. Ahsan
Jamal to fill in the casual vacancy. |
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| The audit
committee in compliance with the provisions of Corporate Governance
recommends the |
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| appointment of
M/s. Hyder Bhimji & Co. Chartered Accountants as External Auditors of the
Company |
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| for the year
ending 30th September 2004 which Board has agreed. The Board places on record
its |
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| appreciation
to M/s. A. F. Ferguson & Co. Chartered Accountants, the retiring auditors
of their |
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| services to
the Company in the past. |
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| The Directors
wish to place on record their appreciation for the services rendered by the
employees |
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| (1191) (2002:
1224) of the Company. |
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| Earnings per
share for the year ended September 30, 2003 works out to Rs. 5.42 as against
last |
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| year's Rs. 9.34. |
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| STATEMENT OF
COMPLIANCE WITH THE |
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| CODE OF
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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| the Listing
Regulations of Karachi and Lahore Stock Exchanges for the purpose of
establishing a |
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| framework of
good governance, whereby a listed company is managed in compliance with the
best |
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| 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 its Board of 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 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 a stock
exchange, has been declared as a defaulter by that stock exchange. |
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| 4. No casual vacancy has occurred in
the Board during the year. |
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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 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 the
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 transactions, |
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| including
appointment and determination of remuneration and terms and conditions of |
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| employment of
the CEO and other executive directors, have been taken by the Board. |
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| 8. The meetings of the Board were
presided over by the Chairman, and the Board met at least |
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| once in every
quarter. Written notices of the Board meetings, along with agenda and working |
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| papers, were
circulated at least seven days before the meetings. The minutes of the
meetings |
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| were
appropriately recorded and circulated. |
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| 9. The Board arranged orientation
courses for its-directors during the year to apprise them of |
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| their duties
and responsibilities. |
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| 10. The Board has approved appointment of
CFO, Company Secretary and Head of Internal |
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| Audit,
including their remuneration and terms and conditions of employment, as
determined |
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| by the CEO. |
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| 11. The directors' report for this year
has been prepared in compliance with the requirements |
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| 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 |
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| approval of
the Board. |
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| A
UDITORS'REPORT TO THE MEMBERS |
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| We have
audited the annexed balance sheet of Husein Industries Limited as at
September 30, 2003 |
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| and the
related profit and loss account, cash flow statement and statement of changes
in equity |
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| together with
the notes forming part thereof, for the year then ended and we state that we
have |
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| 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. These |
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| standards
require that we plan and perform the audit to obtain reasonable assurance
about whether |
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| the above said
statements are free of any material misstatement. An audit includes
examining, on |
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| a test basis,
evidence supporting the amounts and disclosures in the above said statements.
An |
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| audit also
includes assessing the accounting policies and significant estimates made by
management, |
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| as well as,
evaluating the overall presentation of the above said statements. We believe
that our |
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| audit provides
a reasonable basis for our opinion and, after due verification, we report
that: |
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| (a) in our opinion, proper books of
account have been kept by the Company as required by the |
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| Companies
Ordinance, 1984; |
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| (b) in our opinion: |
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| (i) the
balance sheet and profit and loss account together with the notes thereon
have |
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| been drawn up
in conformity with the Companies Ordinance, 1984 and are in |
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| agreement with
the books of account and are further in accordance with accounting |
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| policies
consistently applied; |
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| (ii) the
expenditure incurred during the year was for the purpose of the Company's |
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| business; and |
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| (iii) the
business conducted, investments made and the expenditure incurred during |
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| the year were
in accordance with the objects of the Company; |
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| (c) in our opinion and to the best of our
information and according to the explanations given |
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| to us, the
balance sheet, profit and loss account, cash flow statement and statement of |
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| changes in
equity together with the notes forming part thereof conform with the approved |
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| accounting
standards as applicable in Pakistan, and, give the information required by
the |
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| Companies
Ordinance, 1984, in the manner so required, and respectively give a true and |
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| fair view of
the state of the Company's affairs as at September 30, 2003 and of the
profit, its |
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| cash flows and
changes in equity for the year then ended; and |
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| (d) in our opinion Zakat deductible at
source under the Zakat and Ushr Ordinance, 1980 (XVIII |
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| of 1980), was
deducted by the Company and deposited in the Central Zakat Fund established |
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| under Section
7 of that Ordinance. |
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| Karachi :
January 8, 2004
A.F. FERGUSON & CO. |
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| Chartered
Accountants |
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| REVIEW REPORT
TO THE MEMBERS ON STA TEMENT OF COMPLIANCE |
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| WITH BESTPRA
CTICES OF CODE OF CORPORA TEGO VERNANCE |
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| We have
reviewed the Statement of Compliance with the best practices contained in the
Code of |
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| Corporate
Governance prepared by the Board of Directors of Husein Industries Limited to
comply |
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| with the
Listing Regulations of the respective Stock Exchanges, where the Company is
listed. |
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| The
responsibility for compliance with the Code of Corporate Governance is that
of the Board of |
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| Directors of
the Company. Our responsibility is to review, to the extent where such
compliance can |
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| be objectively
verified, whether the Statement of Compliance reflects the status of the
Company's |
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| compliance
with the provisions of the Code of Corporate Governance and report if it does
not. A |
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| review is
limited primarily to inquiries of the Company personnel and review of various
documents |
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| prepared by
the Company to comply with the Code. |
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| As part of our
audit of financial statements we are required to obtain an understanding of
the |
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| accounting and
internal control systems sufficient to plan the audit and develop an
effective audit |
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| approach. We
have not carried out any special review of the internal control system to
enable us to |
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| express an
opinion as t |