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| Khurshid
Spinning Mills Ltd. |
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| Annual Reports
2003 |
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| Contents |
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| Company's
Information |
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| Vision and
Mission Statement |
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| Statement of
Ethics alongwith key operating |
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| and Financial
Data |
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| Statement of
Compliance |
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| Review
Statement to the Members |
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| Notice of Meeting |
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| Directors' Report |
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| Auditors' Report |
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| Balance Sheet |
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| Profit and
Loss Accounts |
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| Statement of
Changes in Financial Position |
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Changes in Equity |
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| Notes to the
Accounts |
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| Pattern of
Shareholding |
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| Categories of
Shareholders |
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| INFORMATION |
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| BOARD OF
DIRECTORS |
Khawaja Khurshid Anwar |
Chairman |
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Khawaja Amer Khurshid |
Chief Executive |
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Khawaja Asem Khurshid |
Director |
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Mrs. Sharmeen Asem |
Director |
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Missjabeen Khurshid |
Director |
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Mr. Zahid Sultan Sheikh |
Director |
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Khawaja Shahid Amin Sethi |
Director |
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| AUDIT
COMMITTEE |
Mrs. Sharmeen Asem |
Chairperson |
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Missjabeen Khurshid |
Member |
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Mr. Zahid Sultan Sheikh |
Member |
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Mr. Muhammad Tariq Awan |
Secretary |
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| CFO/COMPANY
SECRETARY |
Mr. Ijaz Ahmed Faizi |
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| HEAD OF
INTERNAL AUDIT |
Mr. Muhammad Saeed Butt |
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| AUDITORS |
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M. Hussain Chaudhury & Co. |
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Chartered Accountants |
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25-E, Main Market |
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Lahore. |
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| BANKERS |
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Habib Bank Limited |
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The Bank of Punjab |
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Meezan Bank Limited |
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AI-Baraka Islamic Investment |
Bank Ltd. |
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Citibank N.A. |
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Metropolitan Bank Limited |
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Union Bank Limited |
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| REGISTERED
OFFICE |
69-G, Gulberg-lll, |
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Lahore - (Pakistan) |
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| HEAD OFFICE |
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Regency, The Ma!! |
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Faisalabad. |
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| FACTORY |
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35th Kilometer, |
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Sheikhupura Road, |
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Faisalabad. |
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| Mission |
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| We aim to
strive for market leadership, to maintain full confidence of our customers,
ensure |
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| continuous
improvement in profitability and at maintenance of industry standards by
striving |
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| for quality
products and introduction of innovative quality applications. |
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| Vision |
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| • We aim at maintaining the confidence of
our valued customers by fulfilling their needs, |
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| demands and
stipulations. |
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| • We will achieve consistent financial
performance which creates value for the shareholders. |
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| • GUI organization encourages employee
participation that also helps us achieve quality |
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| results. |
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| • We believe in innovative technology
applications to achieve continuous improvement |
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avail the required opportunities. |
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| • We intend to involve all employees in
the development and implementation of quality |
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| systems, which
will be reviewed periodically to ensure their effectiveness. |
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| » We aim to improve the profitability of
our company through improved efficiency and |
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| cost controls. |
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| • We will take effective measures so as
to protect the environment and contribute towards |
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| the economic
strength of the country and function as a good corporate citizen. |
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| Statement of
Ethics |
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| and Business
Practices |
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| Statement of
Ethics and Business Practices |
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| We believe
that a complete code of ethics is essential for the maintenance of
professionalism and integrity in the day- |
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| to-day
functioning of Khurshid Spinning Mills Limited. Our aim is to develop highest
standards of excellence for the |
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| product and
the betterment for all those involved directly or indirectly with our
Company, by providing a stimulating |
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challenging team oriented work environment that encourages, develops and
rewards excellence and diligently |
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| serves our
communities with integrity and pride. |
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| Key Operating |
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| and Financial
Data |
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2003 |
2002 |
2001 |
2000 |
1999 |
1998 |
1997 |
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Rupees in '000' |
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| Sales |
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361,879 |
362,441 |
375,9U2 |
337,764 |
304,932 |
304,320 |
327,146 |
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| Gross Profit |
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14,203 |
41,710 |
44,159 |
49,248 |
-3,067 |
-1.931 |
16,522 |
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| Profit/(ioss)
before taxation |
-9,025 |
15,503 |
17,562 |
20,556 |
-26,493 |
-14,138 |
-10,819 |
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| Taxation |
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11,777 |
1,812 |
1,592 |
1,773 |
321 |
1,521 |
1,636 |
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| Profit/i,
loss) after taxation |
20,802 |
13,691 |
15,970 |
18,783 |
-26,814 |
-15,659 |
-12,455 |
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| Total Assets |
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305,781 |
303,732 |
291,155 |
287,071 |
276,786 |
270,902 |
265,671 |
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| Current Liabilities |
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111,299 |
74,758 |
61,861 |
66,706 |
68,752 |
39,424 |
86,615 |
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| Presented by: |
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| Share Capital |
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131,748 |
131,748 |
131,748 |
131,748 |
131,748 |
131,748 |
131,748 |
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| Equity |
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-38,144 |
-92,092 |
-105,782 |
-125,564 |
-137,760 |
-110,945 |
-95,285 |
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| Long Term
Loans and Leases |
49,749 |
113,826 |
130,049 |
140,296 |
153,832 |
146,725 |
116,931 |
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| Deffered Liability |
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34,144 |
2,531 |
1,716 |
3,174 |
1,009 |
747 |
3,004 |
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| Ratios: |
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| Gross Profit
to Sales %age |
3.92 |
12 |
12 |
15 |
-1 |
-1 |
5) |
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| Profit/(loss)
before tax to sales %age |
-2.49 |
4 |
5 |
6 |
-9 |
-5 |
-3 |
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| Profit/(loss)
after tax to sales %agc |
-5.75 |
4 |
4 |
6 |
-9 |
-5 |
-4 |
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| Current Ratio |
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0.91 |
0.93 |
0.94 |
1.35 |
1.75 |
2.08 |
2.44 |
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| Debt Equity Ratio |
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0.39 |
0.81 |
0.94 |
0.89 |
0.89 |
0.76 |
0.81 |
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| Statement of
Compliance |
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| with best
practices of the Code of Corporate Governance |
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| This statement
is being presented to comply with the Code of Corporate Governance contained
in listing regulation |
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| of stock
exchanges in Pakistan for the purpose of establishing a framework of good
govenance, whereby a liste< |
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| company is
managed 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 the
representation of non-executive directors on its Board of Directors. At
presen |
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| the Board of
Directors includes two non-executive directors which is expected to be
changed in next clectio: |
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| of directors. |
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| 2. The directors have confirmed
that none of them is serving as a director in more than ten listed companies |
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| including this
company. |
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| 3. All the resident directors of
the Company are registered as taxpayers and none of them has defaulted i |
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| payment of any
loan to a banking company, a DPI or an NBFI or, being a member of a stock
exchange, \\i |
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| been declared
as a defaulter by that stock exchange. |
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| 4. No casual vacancy 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 signed by all tr |
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| directors and
employees of the company. |
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| 6. The Board has developed a
vision/mission statement. Overall corporate strategy and significant policies
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| the company
are under process of approval. |
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| 7. Ail the powers of the Board
have been duly exercised and decisions on material transactions, includir |
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| appointment
and determinatin of remuneratin and terms and conditions of employment of the
CEO and oth |
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directors, have been taken by the Board, |
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| 8. The meetings of the Board were
presided over by the Chairman and, in his absence, by a director elected I |
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| the Board for
this purpose and the Board met at least once in every quarter. Written
notices of the Boa |
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| meetings,
along with agenda and working papers, were circulated at least seven days
before the meeting |
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| The minutes of
the meetings were appropriately recorded and circulated. |
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| 9 The cheif executive recomends
that members of the board should approach him, should they feel at |
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| necessity to
conduct other orientation courses in this regard. |
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| 10. The Board has approved
appointment of CEO, Company Secretary and Head of Internal Audit, including
the |
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| remuneration
and teims and conditions of employment, as determined by the CEO. |
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| 11. The directors report for this
year has been prepared in compliance with the requirements of the Code ar |
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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 of the Baord. |
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| 13. The directors, CEO and executives
do not hold any interest in the shares of the Company other than that |
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the pattern in shareholding. |
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| 14. The
Company has complied with all the corporate and financial reporting
requirements of the Code. |
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| 15. The Board has formed an audit
committee. It comprises three members, of whom two are non-executive |
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| directors
including the chairman of the committee. |
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| 16. The
meetings of the audit committee were held at least once every quarter prior
to approval of interim and |
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| final results
of the Company as required by the Code. The terms of reference of the
committee have been |
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| formed and
advised to the committee for compliance. |
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| 17. The Board has set up an effective
audit function. |
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| 18. The
statutory auditors of the Company have confirmed that they have been given a
satisfactory rating under |
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| the Quality
Control Review program of the Institute of Chartered Accountants of Pakistan,
that they or any |
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| of the
partners of the firm, their spouses and minor children do not hold shares of
the Company and that the |
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| firm and all
its partners are in compliance with Internation Federation Accountants (IFAC)
guidelines on code |
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| of ethics as
adopted by the Institute cf Chartered Accountants of Pakistan. |
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| 19. The statutory auditors or the
persons associated with them have not been appointed to provide other
services |
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| except in
accordance with the listing regulation and the auditors have confirmed that
they have observed IFAC |
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| quidelines in
this regard. |
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| 20. We confirm thai all other material
principles contained in the Code have substantially complied with. |
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| On behalf of
the Board of Directors |
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| Lahore
KHAWAJA AMER KHURSHID |
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| Dated: 09th
December 2003
Chief Executive |
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| Review report
to the members |
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| on statement
of compliance with best practices |
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| of Code of
Corporate Governance |
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| We have
reviewed the Statement of Compliance with the best practices contained in the
Code of Corporate Governance |
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| prepared by
the Board of Directors of KHURSHID SPINNING MILLS
LIMITED, to comply with the Listing |
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| Regulation
No.37 (Chapter XI) and No.40 (Chapter XIII) of the Karachi Stock Exchange and
Lahore Stock Exchange |
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| respectively,
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 Directors of the |
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| Company. Our
responsibility is to review, to the extent where such compliance can be
objectively verified, whethei |
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| the Statement
of Compliance reflects the status of the Company's compliance with the
provisions of the Code ol |
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| Corporate
Governance and report if it does not. A review is limited primarily to
inquiries of the Company personne |
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| and review of
various documents 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 accounting and interna |
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| controls
systems sufficient to plan the audit and develop an effective audit approach.
We have not carried out an1 |
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| special review
of the internal control system to enable us to express an opinion as to
whether the Board's statemen |
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| on internal
control covers all controls and the effectiveness of such internal controls. |
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| Based on our
review, nothing has come to our attention which causes us to believe that the
Statement of Compliance |
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| does not
appropriately reflect the Company's compliance, in all material respects,
with the best practices containei |
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| in the Code of
Corporate Governance as applicable to the Company for the year ended
September 30, 2003 |
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| Lahore.
(M. HUSSAIN CHAUDHURY & CO. |
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| Dated: 09th
December 2003
Chartered Accountant* |
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| Notice is
hereby given that the 18th Annual General Meeting of the shareholders |
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| of Khurshid Spinning Mills Limited will be held on Wednesday, the 31st |
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| December, 2003
at the REGISTERED OFFICE, situated at 69-G, GULBERG-III, |
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| LAHORE at 9:00
A.M. to transact the following business: |
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| ORDINARY
BUSINESS |
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| 1. To confirm the minutes of the
last shareholders meeting. |
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| 2. To receive, consider and adopt
the Audited Accounts of the Company for the year ended 30th September, |
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| 2003 and
reports of the Directors and Auditors thereon. |
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| 3. To appoit Auditors and fix their
remuneration, M/S. M. Hussain Chaudhury and Company, Chartered |
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| Accountants,
the icuring Auditors being eligible to offer themselves for re-appointment. |
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| 4. To transact any other ordinary
business with the permission of the chair |
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| By order of
the Board |
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| Lahore.
IJAZ AHMED FAIZI |
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| Dated: 9th
December 2003
Company Secretary |
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