| Chakwal Spinning Mills Limited |
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| Annual
Report 2000 |
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| CONTENTS |
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| COMPANY
INFORMATION |
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| NOTICE
OF ANNUAL GENERAL MEETING |
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| DIRECTORS'
REPORT |
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| PATTERN
OF SHAREHOLDING |
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| AUDITORS'
REPORT |
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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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| NOTES
TO THE ACCOUNTS |
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| COMPANY
INFORMATION |
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| BOARD
OF DIRECTORS |
Khawaja Mohammad Tanveer
(Chief Executive) |
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|
Khawaja Mohammad Jawed |
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Khawaja Mohammad Kaleem |
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Khawaja Mohammad Jahangir |
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Khawaja Mohammad Nadeem |
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Khawaja Mohammad Naveed |
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Mst. Zubaida Khatoon |
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| CORPORATE
SECRETARY |
Mohammad Anwar Sheikh |
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M. Com. FCMA. |
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| BANKERS |
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Prime Commercial Bank
Limited |
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Metropolitan Bank Limited |
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Platinum Commercial Bank
Limited |
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Allied Bank of Pakistan
Limited |
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National Bank of Pakistan |
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Citi Bank N.A |
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Muslim Commercial Bank
Limited |
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| AUDITORS |
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Hameed Khan & Co. |
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Chartered Accountants |
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19 - Miccop Centre, |
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3rd Floor, 1 - Mozang
Road, Lahore. |
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| CORPORATE
& SHARES |
31-F, Gulberg II, |
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| DEPARTMENT |
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Lahore. |
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Tel: (042) 5755774 Fax:
5755760 |
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| REGISTERED
OFFICE |
Kashana -e- Yousaf |
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Khawaja Street, Chakwal. |
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Tel: (0573) 50850 - 50950 |
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| MILLS |
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49 - Kilometer |
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Multan Road, Lahore. |
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Tel: (04943) 540083 - 4 |
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| NOTICE
OF ANNUAL GENERAL MEETING |
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| NOTICE
is hereby given that the 13th Annual General Meeting of CHAKWAL SPINNING
MILLS LIMITED will |
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| be
held on Saturday, March 31, 2001 at 11:00 A.M. at Aminabad, Chakwal to
transact the following business - |
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| A.
ORDINARY BUSINESS |
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| 1.
To confirm the minutes of the last Annual General Meeting held on March 31,
2000. |
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| 2.
To receive and adopt the audited accounts of the Company for the year ended
September 30, 2000 |
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| together
with the Directors' and Auditors' reports thereon. |
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| 3.
To approve the payment of dividend as recommended by the Board of Directors. |
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| 4.
To appoint auditors for the year ending September 30, 2001 and to fix their
remuneration. The retiring |
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| Auditors'
Messers Hameed Khan & Co. Chartered Accountants being eligible offer
themselves for |
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| reappointment. |
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| 5.
To elect seven Directors as fixed by the Board under section 178(1) of the
Companies Ordinance, |
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| 1984
for a period of three years commencing from March 30, 2001 The names of
retiring Directors |
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| are as under:- |
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| 1.
Khawaja Mohammad Jawed |
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2. Khawaja Mohammad
Jahangir |
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| 3.
Khawaja Mohammad Tanveer |
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4. Khawaja Mohammad
Kaleem |
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| 5.
Khawaja Mohammad Nadeem |
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6. Khawaja Mohammad
Naveed |
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| 7.
Mst. Zubaida Khatoon |
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| B.
SPECIAL BUSINESS |
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| 6.
To Consider and pass with without modification, the following special
resolution. "RESOLVED THAT |
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| the
paid up capital of the Company be and is hereby raised from Rs. 79.200
million to Rs. 113.256 |
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| million
by issuing 3.4056 million ordinary shares of Rs. 10/- each of the value of
Rs. 34.056 million by |
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| giving
an opportunity to the shareholders whose names appear on the Register of
Members as at |
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| close
of business on March 30, 2001 to subscribe shares in the Company in the ratio
of 43 Right |
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| Shares
for 100 shares held (43%) in accordance with the provisions of section 86 of
the Companies |
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| Ordinance,
1984 read with rule of the Companies (Issue of Capital) Rules 1996." |
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| FURTHER
RESOLVED that if any shares are not taken up by the existing shareholders,
these shares |
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| shall
be allotted by the Board of Director in any manner they deem fit or they may
subscribe to such |
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| shares
themselves. |
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| FURTHER
RESOLVED that the Chief Executive and the Company Secretary be and are hereby |
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| authorized
to carry out all necessary actions to complete the legal formalities. |
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| 7.
To consider and if thought fit to approve the remuneration payable to the
Chief Executive of the |
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| Company. |
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| 8.
To transact any other business which may be brought forward with the
permission of the chair. |
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| A
statement under section 160 of the Companies Ordinance 1984 pertaining to
special business is being sent |
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| to
the shareholders alongwith this notice. |
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BY ORDER OF THE BOARD |
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| CHAKWAL |
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|
(MUHAMMAD ANWAR SHEIKH) |
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| March 08, 2001 |
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|
CORPORATE SECRETARY |
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| NOTES: |
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| 1.
A member entitled to attend and vote at the Annual General Meeting may
appoint another member as |
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| his/her
proxy to attend and vote on his/her behalf. Proxies to be effective must be
received by the |
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| Company
not less than 48 hours before the meeting. |
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| 2.
Any person, who seeks to contest the election to the Office for Directors,
Shall file at the Registered |
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| Office
of the company, not later than 14 days before the day of meeting, a notice of
his/her intention |
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| to
offer himself/herself for election as Director in terms of Section 178(3) of
the Companies |
|
| Ordinance,
1984. |
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| 3.
Members are requested to notify immediately changes in their address, if any. |
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| 4.
The share transfer books of the company shall remain closed from March 30,
2001 to April 05, 2001 |
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| (both
days inclusive). |
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| STATEMENT
UNDER SECTION 160 OF THE COMPANIES ORDINANCE, 1984 |
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| This
statement sets out the material facts concerning the special businesses to be
transacted at the 13th |
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| Annual
General Meeting of Company to be held on March 31, 2001. |
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| ISSUE
OF RIGHT SHARES |
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| The
existing shareholders are being provided an opportunity to subscribe shares
of the Company in |
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| accordance
with the section 86 of the Companies Ordinance, 1984 and Companies (Issue of
Capital) Rules |
|
| 1996. |
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| Due
to recession in the textile industry, the Company incurred loss during last
years and the Directors has |
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| been
injecting funds to meet the requirements of the banks under Prudential
Regulations of State Bank of |
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| Pakistan. |
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| The
Directors of the Company are of the opinion that there is no probability of
the members to subscribe new |
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| shares
at face value of Rs. 10/- each when the shares of the Company are being
quoted below par. |
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| In
an event and to the extent the shares are not subscribed' by the General
Public including Institutional |
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| Shareholders,
the shares shall be allotted to the Directors in consideration of the amounts
already paid by |
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| them
by conversion of the deposit of shares appearing in the audited accounts of
the company as on |
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| September
30, 2000. |
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| DIRECTORS'
REMUNERATION |
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| Approval
of the shareholders will be sought for the remuneration payable to Chief
Executive. For this purpose, |
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| it
is intended to propose that the following resolution be passed as an Ordinary
resolution. |
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| "RESOLVED
THAT the Company hereby authorizes the payment as remuneration to the Chief
Executive not |
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| exceeding
in the aggregate Rupees 300,000/- per month inclusive of house rent allowance
and exclusive of |
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| utilities
and other perquisites and benefits to which they are entitled under their
terms of employment". |
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| The
Chief Executive and the whole time working Directors are interested in this
special business to the extent |
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| of
shares that may be taken up by them and for remuneration payable to the Chief
Executive. |
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| DIRECTORS'
REPORT |
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| The
Directors are pleased to present before you the annual report along with the
audited financial statements |
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| for
the year ended September 30, 2000. |
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| The
company earned a pretax profit of Rs. 56 million. The profit is mainly
attributable to the low cotton prices, |
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| stable
prices of man made fibres and better operating efficiencies. The average
cotton price during the year |
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| remained
at the level of Rs. 1400 per maund as against Rs. 2300 per maund last year.
We have always been |
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| advocating
the need of providing the local industry with raw material at competitive
prices, instead of |
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| exporting
the cotton in the raw form, so that the country can export more in the form
of value added goods |
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| and
the local industry can flourish. The presence of exporters of raw cotton in
the market gives rise to |
|
| speculation
and the local industry is hit hard from the non-availability of raw material
at competitive rates. |
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| Sales
registered an increase of almost 30 percent from Rs. 484 million to Rs. 624
million. This is mainly on |
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| account
of the effect of expansion carried out in the second half of previous year
The gross profit for the year |
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| increased
to Rs. 83 million from Rs. 28 million in the preceding year. |
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| In
order to further strengthen the operations, the company has established
letter of credit for import of 6 Ring |
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| spinning
frames. The machinery under import shall be operational by June 2001. The
company is also |
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| exploring
the market of specialty yarn. Initial samples have been prepared and
forwarded to the consumers It |
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| is
expected that Inshallah the samples will be approved and in future the
company will benefit from better |
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| margins
on the production of specialty yarn. The Government has finally issued the
much-awaited notification |
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| for
duty free import of ring spinning frames and other textile machinery. The
concession will prove beneficial |
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| to
the industry, which is a need for balancing and modernization. The Directors
have continued to support the |
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| company
by providing funds free of interest enabling the company to cope during the
difficult times. |
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| During
the current year inspire of better cotton crop, the prices of raw cotton have
almost doubled over last |
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| year,
as a result the spinning industry will again suffer huge losses. The company
is making all out effort to |
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| counter
the adverse effect with better management of resources, however since the raw
material cost alone |
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| accounts
for largest cost item the results might be significantly different from the
last year. |
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|
| Election
of Directors |
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| The
tenure of the following directors is expiring on March 30, 2001. The election
of Directors will be held |
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| during
next Annual General Meeting. |
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|
| 1.
Khawaja Mohammad Jawed |
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2. Khawaja Mohammad
Jahangir |
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| 3.
Khawaja Mohammad Tanveer |
|
4. Khawaja Mohammad
Kaleem |
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| 5.
Khawaja Mohammad Nadeem |
|
6. Khawaja Mohammad
Naveed |
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| 7.
Mst. Zubaida Khatoon |
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|
|
| Auditors |
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| The
present Auditors M/s Hameed Khan & Company Chartered Accountants, retire
and being eligible, offer |
|
| themselves
for re-appointment. |
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|
| Pattern
of Shareholding |
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| The
pattern of shareholding as on September 30, 2000 is annexed. |
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|
| Acknowledgement |
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| The
management place on record its appreciation for the hard work and positive
efforts made by the workers |
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| and
staff. The management would also like to thank its customers, financial
institutions and shareholders for |
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| their
wholehearted support. |
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|
On Behalf of the Board |
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|
|
|
|
| Chakwal |
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|
(KHAWAJA MOHAMMAD TANVEER) |
|
| March 8, 2001 |
|
|
Chief Executive |
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|
|
| FORM 34 |
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| THE
COMPANIES ORDINANCE, 1984 |
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| PATTERN
OF SHARES HOLDING AS AT SEPTEMBER 30, 2000 |
|
|
| NO. OF |
SHARE |
HOLDINGS |
TOTAL |
|
|
| SHARE |
FROM |
TO |
SHARES HELD |
|
|
| HOLDERS |
|
|
| 179 |
1 |
100 |
17,900 |
|
|
| 1,122 |
101 |
500 |
493,600 |
|
|
| 59 |
501 |
1000 |
56,700 |
|
|
| 76 |
1001 |
5000 |
216,600 |
|
|
| 19 |
5001 |
10000 |
164,000 |
|
|
| 3 |
10001 |
15000 |
36,800 |
|
|
| 4 |
15001 |
20000 |
72,900 |
|
|
| 1 |
20001 |
25000 |
22,000 |
|
|
| 2 |
25001 |
30000 |
57,700 |
|
|
| 2 |
30001 |
35000 |
66,900 |
|
|
| 1 |
45001 |
50000 |
45,600 |
|
|
| 5 |
55001 |
60000 |
300,000 |
|
|
| 2 |
60001 |
65000 |
125,100 |
|
|
| 1 |
65001 |
70000 |
70,000 |
|
|
| 4 |
85001 |
90000 |
357,500 |
|
|
| 1 |
90001 |
95000 |
94,400 |
|
|
| 1 |
120001 |
125000 |
125,000 |
|
|
| 1 |
245001 |
250000 |
250,000 |
|
|
| 1 |
300001 |
305000 |
304,500 |
|
|
| 1 |
995001 |
1000000 |
1,000,000 |
|
|
| 1 |
1795001 |
1800000 |
1,797,800 |
|
|
| 1 |
2240001 |
2245000 |
2,245,000 |
|
|
| ------------------ |
|
------------------ |
|
|
| 1,487 |
|
7,920,000 |
|
|
| ========== |
|
========== |
|
|
| CATEGORIES
OF |
|
NUMBER OF |
SHARES |
PERCENTAGE |
|
| SHAREHOLDERS |
|
SHARE |
HELD |
|
|
|
|
HOLDERS |
|
|
|
| INDIVIDUAL |
|
1,460 |
1,750,700 |
22.11 |
|
| INVESTMENT
COMPANY |
|
5 |
295,700 |
3.73 |
|
| INSURANCE
COMPANY |
|
6 |
159,800 |
2.02 |
|
| JOINT
STOCK COMPANY |
|
6 |
3,522,900 |
44.48 |
|
| FINANCIAL
INSTITUTION |
|
3 |
1,806,400 |
22.81 |
|
| MODARABA
COMPANY |
|
3 |
21,400 |
0.27 |
|
| FOREIGN
COMPANY |
|
2 |
350,100 |
4.42 |
|
| CHARITABLE
TRUST |
|
2 |
13,000 |
0.16 |
|
|
|
------------------ |
------------------ |
------------------ |
|
| TOTAL |
|
1,487 |
7,920,000 |
100.00 |
|
|
========== |
========== |
========== |
|
|
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
|
| We
have audited the annexed balance sheet of CHAKWAL SPINNING MILLS LIMITED as
at September 30, |
|
| 2000
and the related profit and loss account and statement of changes in financial
position (cash flow |
|
| statement)
together with the notes forming part thereof, for the year then ended and we
state that we have |
|
| obtained
all the information and explanations which, to the best of our knowledge and
belief, were necessary |
|
| for
the purpose of our audit. |
|
|
| It
is the responsibility of the company's management to establish and maintain a
system of internal control, |
|
| and
prepare and present the above said statements in conformity with the approved
accounting standards |
|
| and
the requirements of the Companies Ordinance, 1984. Our responsibility is to
express an opinion on these |
|
| statements
based on our audit. |
|
|
| We
conducted our audit in accordance with the auditing standards as applicable
in Pakistan. These standards |
|
| require
that we plan and perform the audit to obtain reasonable assurance about
whether the above said |
|
| statements
are free of any material misstatement. An audit includes examining, on a test
basis, evidence |
|
| supporting
the amounts and disclosures in the above said statement. An audit also
includes assessing the |
|
| accounting
policies and significant estimates made by management, as well as, evaluating
the overall |
|
| presentation
of the above said statements. We believe that our audit provides a reasonable
basis for our |
|
| opinion
and, after due verification, we report that:- |
|
|
|
| (a)
In our opinion, proper books of accounts have been kept by the company as
required by the |
|
| Companies
Ordnance, 1984; |
|
|
|
| (b)
In our opinion - |
|
|
| (i)
The balance sheet and profit and loss account together with the notes thereon
have been |
|
| drawn
up in conformity with the Companies Ordinance, 1984, and are in agreement
with the |
|
| books
of account and are further in accordance with accounting policies
consistently applied. |
|
|
| (ii)
The expenditure incurred during the year was for the purpose of the company's
business; and |
|
|
|
|
| (iii)
The business conducted, investments made and the expenditure incurred during
the year |
|
| were
in accordance with the objects of the company; |
|
|
|
|
| (c)
In our opinion and to the best of our information and according to the
explanations given to us, the |
|
| balance
sheet, profit and loss account and statement of changes in financial position
(cash flow |
|
| statement)
together with the notes forming part thereof conform with approved accounting
standards |
|
| as
applicable in Pakistan, and, give the information required by the Companies
Ordinance, 1984, in |
|
| the
manner so required and respectively give a true and fair view of the state of
the company's affairs |
|
| as
at September 30, 2000 and of the profit for the year then ended; and |
|
|
| (d)
No zakat was deductible at source under the Zakat and Ushr Ordnance, 1980. |
|
|
| Lahore |
|
Hameed Khan & Co. |
|
| Dated
· March 8, 2001 |
|
Chartered Accountants |
|
|
|
|
|
| BALANCE
SHEET AS AT SEPTEMBER 30, 2000 |
|
|
|
|
|
2000 |
1999 |
|
|
Note |
Rupees |
Rupees |
|
| CAPITAL
& RESERVES |
|
|
|
| Share capital |
|
3 |
79,200,000 |
79,200,000 |
|
| Deposit
for shares |
|
|
34,000,000 |
34,000,000 |
|
| Accumulated
Loss |
|
|
(254,540,314) |
(301,522,573) |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
(141,340,314) |
(188,322,573) |
|
| SURPLUS
ON REVALUATION OF FIXED ASSETS |
4 |
205,410,930 |
205,410,930 |
|
| LONG
TERM LOANS |
|
5 |
91,269,194 |
143,921,277 |
|
| OBLIGATIONS
UNDER FINANCE LEASE |
6 |
-- |
687,454 |
|
| DEFERRED
LIABILITY - Gratuity |
|
4,475,210 |
3,726,501 |
|
|
|
|
|
|
| CURRENT
LIABILITIES |
|
|
|
| Short
term borrowings |
|
7 |
10,323,265 |
26,433,409 |
|
| Due
to associated companies - Unsecured |
|
97,866.38 |
93,785,346 |
|
| Due to directors |
|
8 |
68,416,751 |
4,533.43 |
|
| Current
portion of long term liabilities |
9 |
75,687,454 |
88,424,893 |
|
| Creditors,
accrued and other liabilities |
10 |
140,049,417 |
170,026.13 |
|
| Provision
for taxation |
|
29 |
3,458,245 |
3,713,722 |
|
| Proposed
dividend |
|
|
5,940,000 |
-- |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
401,741,512 |
386,916,927 |
|
|
|
|
| CONTINGENCIES
AND COMMITMENTS |
11 |
-- |
-- |
|
|
------------------ |
------------------ |
|
|
|
|
561,556,532 |
552,340,516 |
|
|
|
|
========== |
========== |
|
|
|
|
| The
annexed notes form an integral pad of these accounts |
|
|
| Lahore. |
|
|
(KHAWAJA MOHAMMAD TANVEER) |
|
| Dated
:March 8, 2001 |
|
Chief Executive |
|
|
|
| FIXED
CAPITAL EXPENDITURE |
|
|
| Operating
fixed assets |
|
12 |
465,713,716 |
472,478,484 |
|
|
|
|
| Assets
subject to finance lease |
|
13 |
2,786,469 |
2,933,125 |
|
| Capital
work -in progress |
|
14 |
448,218 |
8,936,486 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
468,948,403 |
484,348,095 |
|
| EQUITY
INVESTMENTS |
|
15 |
723,500 |
723,500 |
|
| LONG
TERM DEPOSITS |
|
|
|
| Security
deposits |
|
16 |
917,340 |
275,340 |
|
|
|
|
|
| CURRENT
ASSETS |
|
|
|
| Store
and spares |
|
17 |
3,510,375 |
4,032,762 |
|
| Stock in trade |
|
18 |
29,471,272 |
19,660,864 |
|
| Trade debts |
|
19 |
2,357,531 |
4,206,880 |
|
| Advances,
deposits, prepayments |
|
|
| &
other receivables |
|
20 |
41,297,603 |
37,156,375 |
|
| Cash
and bank balances |
|
21 |
14,330,508 |
1,936,700 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
|
90,967,289 |
66,993,581 |
|
|
------------------ |
------------------ |
|
|
|
561,556,532 |
552,340,516 |
|
|
========== |
========== |
|
|
|
|
(KHAWAJA MOHAMMAD KALEEM) |
|
|
|
Director |
|
|
|
| PROFIT
AND LOSS ACCOUNT |
|
| FOR
THE YEAR ENDED SEPTEMBER 30, 2000 |
|
|
|
|
2000 |
1999 |
|
|
Note |
Rupees |
Rupees |
|
|
|
|
| SALES |
|
22 |
620,255,477 |
478,747,845 |
|
| COST
OF GOODS SOLD |
|
23 |
536,756,480 |
450,166,027 |
|
|
|
|
------------------ |
------------------ |
|
| GROSS
PROFIT |
|
|
83,498,997 |
28,581,818 |
|
|
| OPERATING
EXPENSES |
|
|
|
| Administrative |
|
24 |
9,213,983 |
5,767,302 |
|
| Selling |
|
25 |
1,241,370 |
3,707,261 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
10,455,353 |
9,474,563 |
|
|
|
|
------------------ |
------------------ |
|
| OPERATING
PROFIT |
|
|
73,043,644 |
19,107,255 |
|
|
|
|
------------------ |
------------------ |
|
| OTHER
INCOME |
|
26 |
468,555 |
604,416 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
73,512,199 |
19,711,671 |
|
|
|
| OTHER
CHARGES |
|
| Financial |
|
27 |
30,347,670 |
276,081,699 |
|
| Worker's
profit participation fund |
|
|
2,158,226 |
-- |
|
|
|
|
------------------ |
------------------ |
|
| PROFIT/(LOSS)
BEFORE PRIOR |
|
|
|
| YEAR
ADJUSTMENT |
|
|
41,006,303 |
(7,897,028) |
|
| PRIOR
YEAR ADJUSTMENT |
|
28 |
15,031,726 |
-- |
|
|
|
|
|
------------------ |
------------------ |
|
| PROFIT
/ (LOSS) BEFORE TAXATION |
|
56,038,029 |
7,897,028 |
|
| TAXATION |
|
|
29 |
(3,115,770) |
(2,407,561) |
|
|
|
|
|
------------------ |
------------------ |
|
| PROFIT
/ (LOSS) AFTER TAXATION |
|
52,922,259 |
(10,304,589) |
|
| PROPOSED
DIVIDEND @ 7.5% |
|
5,940,000 |
-- |
|
|
|
|
|
------------------ |
------------------ |
|
|
|
|
46,982,259 |
(10,304,589) |
|
| ACCUMULATED
LOSS BROUGHT FORWARD |
|
(301,522,573) |
(291,217,984) |
|
|
|
|
|
------------------ |
------------------ |
|
| ACCUMULATED
LOSS CARRIED FORWARD |
|
(254,540,314) |
(301,522,573) |
|
|
========== |
========== |
|
|
| The
annexed notes form an integral part of these accounts. |
|
|
| Lahore. |
|
(KHAWAJA MOHAMMAD TANVEER) |
|
|
KHAWAJA MOHAMMAD KALEEM) |
|
| Dated:
March 8, 2001 |
Chief Executive |
|
|
Director |
|
|
|
| CASH
FLOW STATEMENT |
|
| FOR
THE YEAR ENDED SEPTEMBER 30, 2000 |
|
|
|
|
2000 |
1999 |
|
|
|
Rupees |
Rupees |
|
| CASH
FLOW FROM OPERATING ACTIVITIES |
|
|
|
| Profit/(Loss)
for the year before taxation |
|
56,038,029 |
(7,897,028) |
|
|
| Adjustment
of items not involving |
|
| movement
of cash: |
|
| Depreciation
/ amortisation |
|
29,104,303 |
28,867,784 |
|
| Gratuity
- Net of payments |
|
748,709 |
327,243 |
|
|