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| KOHINOOR WEAVING
MILLS LIMITED |
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| Annual Reports
2003 |
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| CONTENTS |
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| Company Profile |
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| Company
Information |
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| Mission
Statement |
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| Statement of
Ethics and Business Practices |
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| Notice of
Annual General Meeting |
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| Key Operating
and Financial Data |
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| Directors'
Report to the Shareholders |
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| Pattern of
Shareholding |
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| Performance
Overview |
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| Statement of
Compliance with The Code of Corporate Governance |
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| Review Report
to the Members on Statement of Compliance |
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| with best
Practices of Code of Corporate Governance |
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| Auditors'
Report to the Members |
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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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| COMPANY PROFILE |
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| THEN AND NOW |
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| Kohinoor
Weaving Mills Limited was incorporated as a Public |
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| Limited Company
on December 21st 1987 and is located at |
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| Manga Raiwind
Road, District Kasur. The Company started |
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| producing
greige cloth in 1990 on 48 Sulzer looms. |
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| Further
Expansions saw the installation of 96 Tsudakoma air-jet |
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| weaving
machines in 1993 and 96 Picanol Omni air-jet weaving |
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| machines during
the period 1998-2000. The original Sulzer |
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| looms were
replaced with Picanol Omni Plus air-jet weaving |
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| machines during
2001. In the current year another 16 Picanol |
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| air-jet weaving
machines equipped with Staubli jacquards were |
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| installed for
producing high value added fabrics. Today with 256 |
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| looms Kohinpor
Weaving Mills Limited is the largest air-jet |
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| weaving
facility in Pakistan and one of the most modern and |
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| technologically
advanced greige weaving plants in the world. |
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| Kohinoor
Weaving Mills Limited Ultra-modern site has been |
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| planned and
developed to accommodate a true 'Manufacturing |
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| Centre of
Excellence'. The production facilities are located on |
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| 120 acres with
building area of approximately 800,000 square |
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| feet. Two new
divisions of the Company have commenced |
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| operations. |
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| The Kohinoor
dyeing division can bleach, dye and finish up to |
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| 2.5 million
meters per month of narrow width fabric using state- |
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| of-art European
machinery from Monforts and Kusters. The |
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| Kohinoor
hosiery division can produce 180,000 dozen pairs of |
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| sports socks
per month using top-of-the-line machinery from |
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| Italy including
Matec, Lonati, Rosso, Cubotex and Tecnopea. |
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| Kohinoor
Weaving Mills Limited continues to invest in people, |
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| technology,
systems and processes to ensure that our current |
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| competitive
position is maintained as well as supporting the |
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| ongoing
improvement process in our endeavour to maintain |
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| world best
practice manufacturing. |
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| KOHINOOR MAPLE
LEAF GROUP |
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| As part of the
Kohinoor Mapel Leaf Group, Kohinoor Weaving |
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| Mills Limited
enjoys the support of its sister companies for |
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| sourcing raw
materials such as yarn and dyeing of its greige |
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| fabric for home
furnishings. |
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| COMPANY
INFORMATION |
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| BOARD OF
DIRECTORS |
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| Tariq Sayeed Saigpl |
Chairman |
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| Aamir Fayyaz Sheikh |
Chief Executive |
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| Sayeed Tariq
Saigol |
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| Asad Fayyaz
Sheikh |
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| Ali Fayyaz
Sheikh |
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| Zamiruddin Azar |
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| Gul Nawaz |
NIT Nominee |
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| AUDIT COMMITTEE |
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| Zamiruddin Azar |
Chairman |
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| Sayeed Tariq Saigol |
Member |
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| Ali Fayyaz Sheikh |
Member |
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| Muhammad Ashraf |
Secretary |
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| CHIEF FINANCIAL
OFFICER |
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| Syed Mohsin
Raza Naqvi |
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| COMPANY
SECRETARY |
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| Muhammad Ashraf |
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| MANAGER
INTERNAL AUDIT |
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| Kashif Nazir |
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| AUDITORS |
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| Riaz Ahmad
& Company |
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| Chartered
Accountants |
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| BANKERS |
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| Al Baraka
Islamic Bank Limited B.S.C (E.G.) |
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| Askari
Commercial Bank Limited |
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| Bank Altaian
Limited |
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| Faysal Bank
Limited |
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| Habib Bank
Limited |
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| Muslim
Commercial Bank Limited |
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| National Bank
of Pakistan |
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| PICIC
Commercial Bank Limited |
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| Saudi Pak
Commercial Bank Limited |
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| Union Bank
Limited |
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| United Bank
Limited |
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| REGISTERED
OFFICE & |
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| SHARES
DEPARTMENT |
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| 42 Lawrence
Road, Lahore, Pakistan. |
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| Tel: (92-42)
6302261, 6302262 |
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| Fax : (92-42)
6368721 |
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| MILLS |
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| 8th Kilometre,
Manga Raiwind Road, |
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| Distt. Kasur. |
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| Tel:
(92-4951)391941 |
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| Fax: (92-4951)
391 946 |
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| e-mail :
kwml@kmlg.com |
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| web site:
www.kmlg.com |
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| MISSION
STATEMENT |
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| The Kohinoor
Weaving Mills Limited stated |
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| mission is to
achieve and then remain as the |
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| most
progressive and profitable company in |
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| Pakistan in
terms of industry standards and |
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| stakeholders
interest. |
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| The Company
shall achieve its mission through |
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| a continuous
process of having sourced, developed, |
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| implemented and
managed the best leading |
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| edge
technology, industry best practice, human |
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| resource and
innovative products and services |
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| and sold these
to its customers, suppliers |
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| and stakeholders. |
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| STATEMENT OF
ETHICS AND BUSINESS PRACTICES |
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| We believe a
complete code of ethics is a |
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| pre-requisite
for all Directors and employees of the |
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| Kohinoor
Weaving Mills Limited. We endeavour |
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| to have fully
groomed employees committed to the |
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| philosophy
behind the code of ethics to carry out |
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| honestly
activities assigned to them. Our aim is |
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| to have highest
standard of excellence for the product |
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| and the
betterment for all those involved directly or |
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| indirectly with
our Company. |
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| NOTICE OF
ANNUAL GENERAL MEETING |
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| Notice is
hereby given that the 16th Annual General Meeting of the members of Kohinoor Weaving Mills Limited |
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| will be held on
Wednesday December 31, 2003 at 03:00 p.m. at its Registered Office,
42-Lawrence Road, Lahore, |
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| to transact the
following business :- |
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| 1. To confirm the minutes of the Extra
Ordinary General Meeting held on December 02, 2003. |
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| 2. To receive, consider and adopt the
audited accounts of the Company for the year ended September 30, |
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| 2003 together
with the Directors' and Auditors' Reports thereon. |
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| 3. To approve final dividend in cash @
15% and by way of bonus issue of fully paid bonus shares @ 10 % for |
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| the year ended
September 30, 2003. |
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| 4. To appoint Auditors to hold office
till the conclusion of the next Annual General Meeting and to fix their |
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| remuneration. |
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| 5. To transact any other business with
the permission of the Chair. |
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| (Muhammad
Ashraf) |
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| Lahore :
December 09, 2003.
Company Secretary |
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| NOTES: |
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| 1. Share transfer books of the Company
will remain closed from 23-12-2003 to 31-12-2003 (both days |
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| inclusive) and
no transfer will be accepted during this period. The members whose names
appear in |
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| the register of
members as at the close of business on 22-12-2003 will qualify for the
payment of |
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| dividend and
issue of bonus shares. However, 10% bonus shares would not qualify for 15%
cash |
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| dividend. |
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| 2. A member entitled to vote at this
meeting is entitled to appoint another member as proxy. Proxies in |
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| order to be
effective must be received at 42-Lawrence Road, Lahore, the Registered Office
of the |
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| Company not
later than 48 hours before the meeting and must be duly stamped, signed and |
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| witnessed. |
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| 3. CDC Shareholders, entitled to attend
and vote at this meeting, must bring with them their National |
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| Identity
Cards/Passports in original alongwith Participants' ID Numbers and their
Account Numbers to |
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| prove his/her
identity, and in case of Proxy, must enclose an attested copy of his/her NIC
or Passport. |
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| Representatives
of corporate members should bring the. usual documents required for such
purpose. |
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| 4. Shareholders are requested to promptly
notify the Company of any change in their addresses. |
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| KEY OPERATING
AND FINANCIAL DATA |
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| FROM 1997-98 TO
2002-03 |
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2002-03 |
2001-02 |
2000-01 |
1999-00 |
1998-99 |
1997-98 |
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| OPERATING DATA |
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| Sales |
|
3,825,002 |
3,892,343 |
2,711,343 |
2,140,007 |
2,014,905 |
1,271,409 |
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| Cost of Goods
sold |
3,378,156 |
3,325,658 |
2,128,777 |
1,649,640 |
1,539,679 |
957,531 |
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| Gross Profit |
|
446,846 |
566,684 |
582,566 |
490,367 |
475,225 |
313,888 |
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| Profit Before
Taxation |
203,171 |
329,298 |
355,487 |
332,653 |
346,016 |
166,016 |
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| Profit After
Taxation |
161,213 |
284,951 |
320,978 |
308,701 |
331,016 |
146,316 |
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| Cash Dividend |
|
36,094 |
43,750 |
131,250 |
126,875 |
136,500 |
38,500 |
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| FINANCIAL DATA |
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| Paid Up Capital |
|
240,625 |
218,750 |
218,750 |
175,000 |
140,000 |
140,000 |
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| Total Equity
& Reserve |
1,315,759 |
1,172,731 |
931,530 |
741,801 |
559,976 |
385,760 |
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| Long Term Loans |
|
1,069,318 |
672,906 |
595,000 |
- |
- |
169,671 |
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| Fixed assets |
|
2,224,964 |
1,841,607 |
1,595,299 |
703,738 |
711,415 |
640,247 |
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| Current Assets |
|
1,769,767 |
1,411,716 |
1,162,664 |
982,543 |
913,925 |
735,052 |
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| Current Liabilities |
|
1,877,337 |
1,577,479 |
1,324,103 |
975,210 |
1,023,765 |
898,590 |
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| KEY RATIOS |
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| Gross Margin % |
|
11.68 |
14.56 |
21.49 |
22.91 |
23.59 |
24.69 |
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| Operating
Margin % |
7.71 |
11.32 |
18 |
18.54 |
20.04 |
19.57 |
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| Net Profit
Margin % |
4.21 |
7.32 |
. 11.84 |
14.43 |
16.43 |
11.51 |
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| Return on
Capital Employed % |
12.25 |
24.3 |
34.46 |
41.61 |
59.11 |
50.58 |
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| Current Ratio |
|
1:1 |
1:1 |
0.94:1 |
1:1 |
0.95:1 |
0.88:1 |
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| Earning Per
Share (Rupees) |
6.7 |
11.84 |
14.67 |
14.11 |
23.64 |
10.45 |
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| Cash Dividend % |
|
15 |
20 |
60 |
72.5 |
97.5 |
28 |
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| STATISTICS |
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| Number of looms
Installed |
240 |
240 |
240 |
228 |
228 |
204 |
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| Number of looms
worked |
240 |
240 |
240 |
228 |
228 |
204 |
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| Director Report |
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| The directors
are pleased to submit their annual report along with the audited financial
statements of the company for the year |
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| ended September
30,2003. |
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| Overview of
Textile Industry |
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| The year under
review has been a difficult one after the fateful events following 9/11. The
unsettled conditions in the Middle East, |
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| the invasion of
Iraq and the continuing war on terrorism, have had a major impact on global
markets and economies all around the |
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| world.
International markets remained in disarray and the US and European markets
faced slow down in their economies which |
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| adversely
affected retail businesses. This lowered demand for textile products where
keen competition was faced. Price of quality |
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| cotton,
particularly of extra long staple varieties and polyester staple fibre, have
substantially increased. Intensified competition |
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| from china and
increase in price of inputs has lowered margins on textile products. |
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| Growth in the
out Put of large scale manufactured textile products showed decline during
the fiscal year ended June 30, 2003, |
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| mainly due to
higher cotton prices and strengthening of Pak Rupee which has made Pakistani
textile products less attractive in |
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| international
markets. Increase in European Union quota by 15% and grant of duty free
access to value added textile products and |
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| low interest
rates could not fully reduce the adverse currency appreciation effect and
rise in cost of manufacturing in the textile |
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| industry. |
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| Operating and
financial results |
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| Your Company
earned a pre tax profit of Rs. 203.171 million on sales of Rs. 3,825.002
million against pretax profit of Rs. 329.298 |
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| million on last
year sales of Rs. 3,892.343 million. Sales have witnessed a slight decrease
of 1.73%, where as cost of goods sold is |
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| higher by 1.56%
when compared to last year costs. |
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| Continued
appreciation of Pak Rupee is a major reason for reduced sales and
consequently reduced profits. Total dollar sales |
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| made during the
year ended September 30, 2003 were approximately US $ 61 million. Effective
dollar rate realized during the |
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| financial year
ended on September 30,2003 was Rs. 1.43 less than the rate realized during
the last year. |
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| Dyeing Division
started its commercial production during the year with operational and
technical problems arising out of the |
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| bankruptcy of
our machinery manufacturer, which were overcome by hiring experienced foreign
technicians from Europe resulting |
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| in additional
cost for the year under review. The Company had to initially offer
introductory prices in order to develop a new |
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| customer base
for its dyeing division resulting in low contribution margins. We are pleased
to inform that with increased confidence |
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| of our
customers in ourquality is leading to gradual improvement in contribution
margins. |
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