| NINA INDUSTRIES LIMITED |
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| Annual Reports
2003 |
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| CONTENTS |
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| MISSION STATEMENT |
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| COMPANY INFORMATION |
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| NOTICE OF ANNUAL GENERAL
MEETING |
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| CHAIRMANS' REVIEW |
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| DIRECTORS'
REPORT TO THE SHAREHOLDERS |
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| STATEMENT OF
COMPLIANCE OF CODE OF |
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| CORPORATE GOVERNANCE |
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| AUDITORS' REPORT TO THE MEMBERS |
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| PATTERN OF SHAREHOLDING |
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| FINANCIAL HIGHLIGHTS |
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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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| STATMENT OF CHANGES IN EQUITY |
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| NOTES TO THE ACCOUNTS |
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| Mission Statement |
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| Our mission is commercial success |
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| with social and
environmental responsibility |
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| and to be a
responsible corporate citizen |
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| of the world. |
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| COMPANY
INFORMATION |
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| BOARD OF
DIRECTORS |
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| Mr. Saeed A.
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Chairman |
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| Mr. Waqar A.
Sattar |
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Chief Executive |
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| Mr. Urooj Saeed |
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Director |
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| Mr. Kashif
Saeed Sattar |
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Director |
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| Mr. Yasir Waqar |
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Director |
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| Mrs. Saeeda
Saeed |
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Director |
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| Mr. Karim Hatim |
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Director (Nominee of National Bank of Pakistan) |
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| Mr. M. Talib Ali |
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Director (Nominee of State Life Insurance
Coporation) |
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| COMPANY
SECRETARY |
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| Mr. Mehtab
Saeed |
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| AUDIT COMMITTEE |
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| Mr. Saeed A.
Sattar |
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Chairman |
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| Mr. Kashif
Saeed Sattar |
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Member |
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| Mr. Yasir Waqar |
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Member |
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| AUDITORS |
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| Muniff Ziauddin
& Co. |
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| Chartered
Accountants |
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| BANKERS |
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| Habib Bank Ltd. |
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| Bank Al-Habib
Ltd. |
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| Habib Bank A.G.
Zurich |
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| Union Bank Ltd. |
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| United Bank Ltd. |
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| Askari
Commercial Bank Ltd. |
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| PICIC
Commercial Bank Ltd. |
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| Saudi Pak
Commercial Bank Ltd. |
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| LEGAL ADVISER |
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| M/s. Nafees
Siddiqui Law Associates, |
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| 205, Clifton
Centre, Clifton, Karachi. |
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| MILLS &
REGISTERED OFFICE |
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| A-29/A,
S.I.T.E., Manghopir Road, Karachi |
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| Tel :
2575043-46, 2575571-73 |
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| Fax :
2562315-2562319 |
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| SHARES OFFICE |
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| M/s. Uni
Corporate & Financial Services |
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| West land Trade
Centre, Opposite flyover |
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| Shaheed-e-Millat
Road, Karachi. |
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| Tel : 4313205-6 |
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| Fax : 4313207 |
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| NOTICE OF 11TH
ANNUAL GENERAL MEETING |
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| Notice is
hereby given that the llth Annual General Meeting of the Shareholders of Nina
Industries Limited |
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| will be held on
Thursday, October 30, 2003 at 3.00 p.m. at Beach Luxury Hotel, Karachi to
transact the |
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| following
business: |
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| ORDINARY
BUSINESS |
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| 1. To confirm the minutes of 10th Annual
General Meeting held on November 11, 2002. |
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| 2. To receive, consider and adopt the
Audited Accounts of the Company, for the year ended June 30, 2003 |
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| together with
the Directors' and Auditors' report thereon. |
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| 3. To appoint the Auditors for the year
2003-2004 and fix their remuneration. Existing auditors M/s Muniff |
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| Ziauddin &
Co. Chartered Accountants have retired. As Required by paragraph xxxix of the
Code of |
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| Corporate
Governance and based on the recommendation of the Audit Committee the Board
of Directors |
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| has recommended
the appointment of M/s Khalid Majid Rahman Sarfaraz Rahim Iqbal Rafiq
Chartered |
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| Accountants in
place of retiring auditors. |
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| 4. To transact any other business with the
permission of the Chair. |
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| BY ORDER OF THE
BOARD |
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| Karachi:-
October 7, 2003. |
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| (Mehtab Saeed) |
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| Company
Secretary |
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| Notes: |
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| 1. The Shares Transfer books of the Company
will remain closed from October 17, 2003 to October 30, |
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| 2003 (both days
inclusive). |
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| 2. A member entitled to attend and vote at
this General Meeting is entitled to appoint another member as |
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| his / her proxy
to attend and vote on his / her behalf. |
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| 3. The Instrument Appointing a proxy and the
power of attorney or other authority under which it is signed |
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| or a notarially
attested copy of the power of attorney must be deposited at the Registered
Office of the |
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| Company at
least 48 hours before time of meeting. |
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| 4. Members are requested to notify any
change in their addresses immediately. |
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| CHAIRMAN'S
REVIEW |
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| The year
2002-2003 under review for stakeholders in the company, I am pleased to
inform |
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| you that the
company as per commitment has been able to surpass the targeted sales figure |
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| of Pak Rs.
1.6bn by an amount of Pak Rs. 116,436,013. It is a happy note to achieve a |
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| sales figure of
Pak Rs. 1,716,436,013.00. In spite of this achievement, company has failed |
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| to register
substantial profit as compared with its sales growth. |
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| It is pertinent
to point out that the company felt that by achieving sales of Rs. 1.7bn along |
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| with the
additional capacities of BMR of about 500m which by the grace of God
completed |
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| but it had its
own draw backs as some of the suppliers delayed the machine and most of the |
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| engineers
delayed their arrivals due to internal situation of the country. Hence, the
committed |
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| sales were sent
outside processing units at a heavy cost. Plus the US$ rate came down |
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| considerably
affecting overall profitability of the company. |
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| In any event
the company is now fully geared up to meet all challenges world wide. Here I |
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| must point out
that WTO talks in Cancun have presently failed between the Governments |
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| and we
sincerely hope that a positive outcome will emerge with the support of the
world |
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| community. |
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| We expect this
impasse shall resolve between the Governments and our sales shall continue |
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| to grow with
profits. |
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| (Saeed A.
Sattar) |
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| Chairman |
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| Karachi :-
October 7, 2003. |
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| DIRECTORS'
REPORT |
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| The Directors
feel pleasure in presenting the financial results of the Company for the year
ended June 30, |
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| 2003 |
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| OVERVIEW: |
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| Your management
during the concluded fiscal year largely engaged in BMR activities and
consolidation of its |
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| export market
to book new customers and export orders especially in USA and EU markets. The
efforts of the |
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| management and
the entire team resulted in surpassing sales & export sales targets
though but profitability |
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| results have
not been achieved as expected due to many reasons which largely remained
beyond the company's |
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| control. |
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| Despite
achieving below the expected profitability margins, the efforts of the
management despite working |
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| under
tremendous pressure are commendable by looking at the export sales figure
alone which has increased |
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| from Pak Rs.
1,009,313,710.00 to Pak Rs. 1,627,492,144.00 during the ensuing year. A jump
of 61.25% |
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| during the
current year as compared to last year's corresponding figure of 33.99%. |
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| International
market remained completely buyers' dominant market during the ensuing year
that has forced |
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| the company to
operate on thin profitability margins. On the other hand, your management
continued to face |
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| the blur of
abnormal high cost of inputs and other indigenous raw materials including
utilities charges. All these |
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| factors coupled
with others including payment of air freight charges have deprived the
company to further |
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| increase its
bottom line revenue figure. |
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| Overall, the
position during the year remained depressed but your management has been able
to achieved |
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| satisfactory
results. |
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| ACCOUNTS: |
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Rupees |
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| Net profit
before taxation |
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8,037,083 |
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| Less: Provision
for taxation |
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14,477,054 |
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| Profit (Loss)
after taxation |
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-6,439,971 |
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| Add: Un-appropriated profit brought forward |
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120,711,570 |
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| Add: Transfer
from surplus on revaluation of fixed assets |
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52,294,023 |
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| Profit
available for appropriation |
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166,565,622 |
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| Less: Proposed
cash dividend |
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NIL |
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| Un-appropriated
profit carried forward |
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166,565,622 |
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| COMPANY'S
PERFORMANCE AT A GLANCE: |
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| During this
year, over all sales has been increased by 49.76% as compared to
corresponding last year figure of |
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| 28.44%. Out of
total sales, export sales alone have been increased drastically by 61.25% as
compared to |
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| corresponding
last year figure of 33.99%. During the current year, contribution of export
sales in the overall |
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| company's sales
figure has been marvelous that consititute around 94.818% as compared to
corresponding |
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| last year
figure of 88.063%. |
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| COGS figure
have been increased due to various factors including increase in cost of raw
materials procured |
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| from local as
well from international market, increase in utilities and other tariff
charges etc. This also includes |
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| high cost of
processing charges paid to various out side processing units for their
various services acquired by |
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| the Company
during BMR. During the year 2002-2003, the financial charges have been
increased by 6.80% |
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| as compared to
corresponding last year figure of 16.99%. The profitability margins during
the current year |
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| remained under
pressure due to above factors and could not manage to improve its bottom line
revenue figure. |
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| BMR ACTIVITIES: |
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| During the
ensuing year, the management of your company largely & dedicatedly
engaged in the BMR activities |
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| to ensure
availability of additional production capacities in hand to meet large export
commitments. The |
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| management of
your company had to face many un-foreseen & un-thinkable challenges while
executing BMR |
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| strategy. On
top of it; refusal of Erecters' to visit Pakistan for security reason further
delayed timely commissioning |
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| of various
machines. |
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| Despite above
and other factors did not stopped your management and with the Grace of
Allah, all machines |
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| have now been
taken into production while writing this report excluding gas generator which
is under full swing |
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| of installation
and hopefully it will commisson very soon. For gas generator, M/s. Sui
Southern Gas Company |
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| Ltd. is already
in process of laying down additional gas supply line and work is still going
on and hopefully the |
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| generator shall
also be available for smooth supplies of desired power at low cost. |
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| FUTURE OUTLOOK: |
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| The management
of your company is fully geared up to meet future demands of its buyers' and
compliance |
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| with
regulations of individual importing countries that will be implemented in
near future in the light of WTO |
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| regime dictated
terms. Your company has sufficient production capacities in hand and
professional & very high |
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| skilled man
power inventory-to face any challenges that will come across once post
non-quota arena starts. |
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| The situation
of textile industry in general and your company in particular is very bright
in view of availability of |
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| complete in
house door-to-door production & finishing capacities. However, threat
from China and other |
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| emerging
exporting countries shall remain hovering on the heads of Pakistani Bed linen
exporting companies. |
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| The outcome of
on going anti-dumping duties proceedings against Pakistani Bed Linen industry
shall also |
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| remain a matter
of grave concern and its impact on the overall economy of the country in
general. |
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| BOARD OF
DIRECTORS; |
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| There has been no change in the pattern of Board of Directors. |
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| STATEMENT OF
COMPLIANCE WITH CODE OF CORPORATE GOVERNANCE: |
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| The management
of your company has always tried to follow & comply with the regulations
being received |
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| from various
regulatory authorities from time to time in later & spirit and following
with this professional & |
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| business
ethics, the management of your Company is pleased to inform you that as per
directives of SECP, |
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| necessary steps
have taken to ensure compliance with the provision of the Code of Corporate
Governance. |
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| The Accounts
for the year ended June 30, 2003 have been prepared and are presented in
accordance |
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| with Companies
Ordinance, 1984. |
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| The Company has
maintained proper books of accounts as required by the law. |
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| The Accounting
Policies and disclosures are in accordance with the International Accounting
Standards |
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| applicable in
Pakistan. |
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| There are no significant doubts upon the Company's ability to
continue as a going concern. |
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| The Company has
paid all taxes, duties and there are no unpaid disputed balances. |
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| There has been
no material deviation in observing the code of corporate governance. |
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| During the
year, 7 meetings of the BODs of the Company held. Attendance by each director
is as |
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| follows: |
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| Name of
Director |
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No. of Meetinqs Attended |
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| Mr. Saeed A.
Sattar |
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6 |
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| Mr. Waqar A.
Sattar |
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7 |
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| Mr. Urooj Saeed |
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5 |
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| Mr. Kashif Sattar |
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2 |
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| Mr. Yasir Waqar |
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7 |
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| Mrs. Saeeda
Saeed |
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4 |
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| Mr. M. Talib Ali (Nominee-State Life) |
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4 |
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| Mr. Karim Hatim (Nominee-NBP) |
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2 |
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| Mr. Ansar
Hussain (Out going Director-State life) |
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1 |
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| Leave of
absence was granted to Directors who could not attend some of the Board
meetings. All |
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| meetings of
board are presided over by the Chairman. |
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| In the present
Board of Directors, only 3 are executive Directors. |
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| Directors of
the Company are not serving as a Director of 10 other listed Companies; they
have filed a |
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| declaration to
this. |
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| Directors are
borne on the register of National Tax Payers. |
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| Directors of
the Company have not been convicted by a court of competent jurisdiction as a
defaulter in |
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| payment of any
loan to Banking Company, a Development Financial Institution or a Non-Banking |
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| Financial
Innstitution or he/she, being a member of a Stock Exchange has not been
declared as a |
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| defaulter by
such Stock Exchange. |
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| None of the
Directors of the Company or their spouse are engaged in the business of stock
brokerage. |
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| Mr. Saeed A.
Sattar-Director and Mr. Waqar A. Sattar-Director have purchased 430,500
shares each of |
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| Nina Industries
Limited. Mrs. Saeeda A. Saeed, Mr. Yasir Waqar and Mr. Kashif Saeed
Sattar-Directors |
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| have purchased
3,850 shares, 2,000 shares and 1,500 shares respectively of Nina Industries
Limited. |
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