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| MEHRAN SUGAR
MILLS LIMITED |
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| Annual Reports
2003 |
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| VISION
STATEMENT |
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| Focusing on
customers' and shareholders1 |
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| satisfaction
with challenging spirit and |
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| flexibility, we
are dedicated to have |
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| eminent
position in manufacturing and |
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| supplying
quality white refined sugar and |
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| allied products
and thereby play a vital |
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| role in the
socio-economic development |
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| of the country. |
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| COMPANY
INFORMATION |
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| BOARD OF
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| Mr. Mohammed
Kasim Hasham |
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Chairman |
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| Mr. Mohammed
Ebrahim Hasham |
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Chief Executive Officer |
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| Mr. Mohammed
Hussain Hasham |
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| Mr. Khurram
Kasim |
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| Mr. Ahmed
Ebrahim Hasham |
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| Mr. Abdul
Razzaq Usman |
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| Mr. Mohammed
Iqbal |
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| Mr. Rao
Mohammed All |
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| Mr. Ghulam
Yasin (ICP) |
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| Audit Committee |
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| Mr, Mohammed
Kasim Hasham |
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Chairman |
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| Mr. Mohammed
Hussain Hasham |
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| Mr. Ahmed
Ebrahim Hasham |
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| Company
Secretary & |
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| Chief Financial
Officer |
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| Mr. Roop Chand
Panjwani, ACA |
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| Auditors |
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| M/s. Gangat
& Company |
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| Chartered
Accountants |
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| Cost Auditor |
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| M/s. Haroon
Zakaria & Company |
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| Chartered
Accountants |
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| Legal Advisor |
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| Sayeed & Sayeed |
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| Advocates &
Legal Consultants |
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| Bankers |
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| Muslim
Commercial Bank Limited |
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| Bank Alfalah
Limited |
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| Habib Bank AG
Zurich |
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| Bank AI-Habib
Limited |
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| PICIC
Commercial Bank Limited |
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| Registered
Office |
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Mills |
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| Adamjee House,
8th Floor, |
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Tando Allahyar, Distt. Hyderabad, Sindh |
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| I.I. Chundrigar
Road, Karachi |
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Tel
: (92-223 1 ) 890856, 890407, 89 1 984 |
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| Tel : (92-21) 2417131-4 |
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Fax :
(92-223 1)890568 |
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| Fax :(92-21)2416477 |
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E-mail : msmtda@yahoo.com |
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| E-mail :
msm@mehransugar.com |
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| URL : www.mehransugar.com |
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| CORPORATE
MISSION |
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| PREAMBLE |
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| We the
management of Enterprise, have set forth our belief as to the purpose for
which |
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| the Company is
established and the principles under which it should operate. |
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| We pledge our
efforts to the accomplishment of the purpose within the agreed |
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| principles. |
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| BASIC PURPOSE |
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| The basic
purpose of Enterprise is to perpetuate as a Public Limited Company engaged |
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| in
manufacturing and marketing white refined cane sugar, food products, sugar by |
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| products and
other products wherein management or sponsors have expertise. In |
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| addition we
preserve to assume a leadership position in related industry regarding: |
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| quality of the
product, cost effectiveness, turnover and technology. |
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| WHAT WE DO |
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| Our main
business area is the production of refined cane sugar and sugar by-products. |
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| We recognize
the value of technological improvement keep in step with the latest |
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| innovations and
developments in our field. We believe in modern management |
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| practice and
use latest techniques. We constantly train our people and keep them |
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| highly
motivated as they are our most important assets. We strongly believe in
integrity |
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| in business and
integrity of Mehran depends on integrity of each one of its employees. |
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| We consider our
farmers who are our raw material suppliers as the most important |
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| part of our business |
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| By continuously
striving, we aim to generate earnings sufficient to ensure a secure |
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| future for the
company and to protect and increase shareholder investment, |
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| CORPORATE
PROFILE |
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| DATE OF
INCORPORATION |
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December 22, 1965 |
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| DATE OF
COMMENCEMENT |
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| OF BUSINESS |
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March 19, 1966 |
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| START OF
PRODUCTION AT |
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| TAN DO ALLAH
YAR |
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January 1969 |
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| DATE OF BMR
& EXPANSION |
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1993-1994 |
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| INSTALLED
CAPACITY |
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7,000 Tons cane crushing per day |
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| TOTAL LAND AREA |
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1 1 8 Acres |
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| PERMANENT
EMPLOYEES |
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Officers: 57 |
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Workers: 315 |
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| OFFICES |
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| HEAD OFFICE |
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Karachi |
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| FACTORY |
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Tando Allahyar - 40 Km from Hyderabad |
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| FACILITIES AT
THE MSM STAFF COLONY |
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| HOUSING |
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96 Family Homes for Executives and Workers |
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| POPULATION OF
THE |
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| STAFF COLONY |
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Approximately 381 |
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| CHILDREN AT THE |
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| DAWOOD MEMORIAL
SCHOOL |
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305 |
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| OTHER
FACILITIES |
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- Mosque |
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- Clinic
with Ambulance |
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- Dawood
Memorial School for children of |
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MSM employees as well as children of near- |
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by towns |
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Recreation centres for Executives, Workers |
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and Ladies with Indoor Games, TV, Videos, |
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Dish Antennas, and other facilities |
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- Cricket ground, Tennis court, Park and Rose |
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garden |
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- School
bus for pick and drop services to |
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school and college |
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- Private
Electric Generator for uninterrupted |
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power supply |
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- Clean
water supply with UV filters |
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- Transport facility for city & adjoining
areas |
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| NOTICE OF
ANNUAL GENERAL MEETING |
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| NOTICE is
hereby given that the 38th Annual General Meeting of the Company will be held
on |
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| Saturday,
January 31, 2004 at 11:00 a. m. at ICAP Auditorium, Chartered Accountants
Avenue, |
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| Clifton,
Karachi to transact the following business: |
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| Ordinary
Business |
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| 1. To confirm the minutes of the 37th
Annual General Meeting held on January 28, 2003; |
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| 2. To receive, approve and adopt the
Audited Financial Statements of the Company for |
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| the year ended
September 30, 2003 together with the Directors' and Auditors' Reports |
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| thereon; |
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| 3. To appoint Auditors for the year
ending September 30, 2004 and fix their remuneration. |
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| The present
Auditors M/s. Gangat & Co., Chartered Accountants stand retired as they |
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| have completed
five years of statutory audits. The clause xli of the Code of Corporate |
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| Governance
requires that all listed companies are required to change their external |
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| auditors every
five years. Hence, the Board of Directors based on the recommendations |
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| of the Audit
Committee has recommended and further a shareholder has proposed that |
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| M/s. Ford
Rhodes Sidat Hyder & Co., Chartered Accountants be appointed as Auditors |
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| of the Company
for the year ending September 30, 2004 in place of the retiring auditors. |
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| Special
Business |
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| 4. To consider and if thought fit, to
pass the following resolution as a special resolution under |
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| section 208 of
the Companies Ordinance, 1984 (the Ordinance): |
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| "IT IS
HEREBY RESOLVED THAT: |
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| (a) The consent and approval of the Company be
and is hereby accorded under |
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| section 208 of
the ordinance for making investment of Rs. 48,000,000 (Rupees forty |
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| eight million
only) through purchase of ordinary shares of the said value of an |
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| associated
undertaking of the Company M/s. Unicol Limited, a public unquoted |
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| company. |
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| (b) The Chief Executive Officer of the Company
be and is hereby authorized to singly |
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| do all acts
deeds, and things and take any or all necessary actions to |
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| purchase/acquire/subscribe
to the ordinary shares of M/s. Unicol Limit as he thinks |
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| fit on behalf
of the Company." |
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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 of Directors |
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| Roop Chand
Panjwani |
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| Company
Secretary |
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| Karachi:
January 07, 2004 |
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| Notes |
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| 1. The share transfer books of the
Company will remain close from January 24, 2004 to |
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| January 31,
2004, (both days inclusive) and no transfers will be registered during that |
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| period. |
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| 2. A member entitled to attend and vote
at the Annual General Meeting may appoint |
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| another member
as his/her proxy to attend and vote in his/her behalf. Proxies in order |
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| to be effective
must be received by the Company at its Registered Office not later than |
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| 48 hours before
the time of the meeting. |
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| 3. The Shareholders whose shares are
registered in their account/sub-account with the |
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| Central
Depository System (CDS) are requested to bring NIC alongwith their account |
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| number in CDS
and participant's ID number for verification. In case of appointment of |
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| proxy by such
account holders and sub-account holders the guide lines as contained |
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| in SECP's
circular 1 of 26th January, 2000 to be followed. |
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| 4. The Shareholders are requested to
notify the Company immediately the change in their |
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| address, if any. |
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| 5. The shareholders are also requested to
intimate us their NIC # to implement the requirements |
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| of Annual
Returns (Form A) which the company is required to file with the SECP u/s. 156 |
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| of the
Companies Ordinance, 1984. |
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| 6. A statement under section 160 (1) (b)
of the Ordinance pertaining to the special business |
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| is being sent
to the members along with notice of the meeting. |
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| Statement as
required u/s 160(l)(b) of the Companies |
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| Ordinance, 1984 |
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| The Board of
Directors has proposed to invest a sum of Rs.48 million through purchase of
ordinary |
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| shares of M/s.
Unicol Limited, an associated undertaking. As required u/s 160(l)(b)of the |
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| Companies
Ordinance, 1984, the material facts in respect of M/s. Unicol Limited (the
company) |
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| are as under: |
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| The company was
incorporated on 25th November 2003 as a public unquoted company |
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| with an
authorized capital of Rs.300 million divided into 30 million shares of
Rs.10/- each. |
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| The issued,
subscribed and paid-up capital would be Rs.144 million. |
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| The Directors
of the company are as follows: |
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| Mr. Aslam
Faruque
- Chairman |
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| Mr. Tariq Faruque |
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| Mr. Khurram
Kasim |
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| Mr. Ahmed
Ebrahim Hasham |
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| Mr. Jahangir
Adam |
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| Mr. Anis Dhanji |
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| The company is
setting up a Distillery Plant to produce 100,000 liters Ethanol per day. The |
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| estimated cost
of the project is Rs.360 million including the cost of imported plant and |
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| machinery. The
company is in the process to acquire 30 acres of land in Mirpurkhas for |
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| Rs.2.6 million
for setting up the Plant. |
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| The management
of the company is in process of negotiating with various banks and |
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| financial
institutions for financial assistance to the tune of Rs.216 million,
maintaining the |
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| debt equity
ratio at 60:40. |
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| Letters of
credit for import of plant, machinery and equipment required for the project |
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| will be
established soon. |
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| The directors
are interested to the extent of the shares to be held by them in the company. |
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| DIRECTORS'
REPORT TO THE SHAREHOLDERS |
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| Dear Mehran
Shareholders, |
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| The Directors
of the Company have pleasure in presenting the 38th |
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| Annual Report
of the Company for the year ended September 30, |
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| 2003 together
with the Audited Financial Statements and Auditors' |
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| Report thereon. |
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| ECONOMY |
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| The GDP growth
is targeted at 5.3% against 3.6% actual during the |
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| last year;
targeted growth in the agriculture and large-scale |
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| manufacturing
is 4.2% and 8.8% respectively. The growth |