| Ghandhara Nissan Diesel Limited |
|
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| Annual
Report 2000 |
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| CONTENTS |
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| Company
Information |
|
| Notice
of Annual General Meeting |
|
| Chairman's
Review and Directors' Report |
|
| Auditors'
Report to the Members |
|
| Balance Sheet |
|
|
| Profit
and Loss Account |
|
| Cash
Flow Statement |
|
| Statement
of Changes in Equity |
|
| Notes
to the Accounts |
|
| Pattern
of Shareholding |
|
|
|
| COMPANY
INFORMATION |
|
|
| BOARD
OF DIRECTORS |
|
| Mr.
Raza Kuli Khan Khattak |
|
Chairman and Chief
Executive |
|
| Lt.
Gen. (Retd.) All Kuli Khan Khattak |
|
| Begum
Tehmina Habibullah Khan |
|
| Mr.
Mushtaq Ahmed Khan |
|
| Mr.
Taiji Hatanaka |
|
| (Alternate
of Mr. Norio Abe) |
|
| Mr.
Mitsuo Doi |
|
| Mr.
Shamim Ahmed |
|
| Mr.
Anis Wahab Zuberi |
|
| Ms.
Aaliya K. Dossa |
|
|
| SECRETARY |
|
| Mr.
Aqiel Amjad Ghani |
|
|
| REGISTERED
OFFICE |
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| Ghandhara
House, |
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| 109/2, Clifton, |
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| Karachi. |
|
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| FACTORY |
|
| Port
Bin Qasim, |
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| Karachi. |
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| BANKERS
OF THE COMPANY |
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| Bank Al Falah |
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| Allied
Bank of Pakistan Ltd. |
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| American
Express Bank Ltd. |
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| Standard
Chartered Grindlays Bank |
|
| The
Bank of Tokyo - Mitsubishi, Ltd. |
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| Credit
Agricole Indosuez |
|
| Mashreq
Bank psc. |
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| Emirates
Bank International PJSC. |
|
| Habib
Bank Limited |
|
| The
Hong Kong & Shanghai Banking Corporation |
|
| Muslim
Commercial Bank Ltd. |
|
| Societe
Generale Bank |
|
| United
Bank Ltd. |
|
| National
Bank of Pakistan Ltd. |
|
| Union
Bank Limited. |
|
| Indus
Bank Limited. |
|
| Askari
Commercial Bank Ltd. |
|
| Bolan
Bank Ltd. |
|
| Al-Barka
Islamic Bank |
|
| Habib
Bank AG Zurich |
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| AUDITORS |
|
| Taseer
Hadi Khalid & Co. |
|
| Chartered
Accountants, |
|
| First Floor, |
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| Shaikh
Sultan Trust Building No. 2 |
|
| Beaumont
Road, Karachi. |
|
|
| LEGAL
ADVISORS |
|
| Shaukat
Law Associates, |
|
| 217,
Central Hotel Annexe, |
|
| Abdullah
Haroon Road, |
|
| Karachi. |
|
|
| SHARE
REGISTRARS |
|
| T.H.K.
Associates (Pvt) Ltd. |
|
| Ground Floor, |
|
| Shaikh
Sultan Trust Building No. 2 |
|
| Beaumont
Road, Karachi. |
|
|
|
| NOTICE
OF ANNUAL GENERAL MEETING |
|
|
| Notice
is hereby given that the 14th Annual General Meeting of Shareholders of
Ghandhara Nissan |
|
| Diesel
Limited will be held on Saturday, the 30th December, 2000 at 11.00 A.M., at
Hotel Avari |
|
| Towers,
Fatima Jinnah Road, Karachi, to transact the following business: |
|
|
| 1.
To receive and consider the Audited Accounts of the Company for the year
ended 30th June, |
|
| 2000. |
|
|
| 2.
To appoint Auditors for the year ending 30th June, 2001 and to fix their
remuneration. The |
|
| retiring
Auditors, Messrs Taseer Hadi Khalid & Co., Chartered Accountants, being
eligible, |
|
| offer
themselves for reappointment. |
|
|
| Special
Business |
|
| 3.
To consider ratify and approve remuneration of two full time working
Directors. |
|
| 4.
To transact any other business with the permission of the Chairman. |
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|
|
By Order of the Board |
|
|
|
AQIEL AMJAD GHANI |
|
| Karachi:
5th December, 2000. |
|
Company Secretary |
|
|
| Statement
under section 160 (1) (b) of the Companies Ordinance, 1984 pertaining to the |
|
| special
business is annexed to this notice. |
|
|
| NOTES: |
|
| 1.
The Share Transfer Books of the Company will remain closed from 29th
December, 2000 to |
|
| 4th
January, 2001, (both days inclusive). |
|
|
| 2.
Shareholders are requested to intimate any change in their address to our
Share Registrars, |
|
| Messrs
THK Associates (Pvt) Ltd., Shares Department, Ground Floor, Sheikh Sultan
Trust |
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| Building
No. 2, Beaumont Road, Karachi. |
|
|
| 3.
A Member entitled to attend and vote at the Annual General Meeting may
appoint another |
|
| member
as his/her Proxy to attend and vote instead of him/her. Form of Proxy is
enclosed with |
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| the
Annual Report. Votes may be given personally or by Proxy or by Attorney or,
in case of a |
|
| Corporation,
by a representative. The instrument of Proxy, duly stamped, signed and |
|
| witnessed,
should be lodged at the Registered Office of the Company at Ghandhara Hour, |
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| 109/2,
Clifton, Karachi-6, not later than 48 hours before the time of the meeting. |
|
|
| CDC
Account Holders will further have to follow the under mentioned guidelines as
laid down in |
|
| Circular-1
dated January 26, 2000 issued by the Securities and Exchange Commission of
Pakistan. |
|
|
| (a)
For Attending the Meeting |
|
| (i)
In case of individuals, the account holder or sub-account holder and/or the
person whose |
|
| securities
are in group account and their registration details are uploaded as per the |
|
| regulations,
shall authenticate his/her identity by showing his original National Identity |
|
| Card
(NIC) at the time of attending the meeting. |
|
|
| (ii)
In case of corporate entity, the Board of Directors' resolution/power of
attorney with |
|
| specimen
signature of the nominee shall be produced (unless it has been provided
earlier) |
|
| at
the time of the meeting. |
|
|
| (b)
For Appointing Proxies |
|
| (i)
In case of individuals, the account holder or sub-account holder and/or the
person whose |
|
| securities
are in group account and their registration details are uploaded as per the |
|
| Regulations,
shall submit the proxy form as per the above requirement. |
|
|
| (ii)
Attested copies of NIC of the beneficial owners and the proxy shall be
furnished with the |
|
| proxy form. |
|
|
| (iii)
The proxy shall produce his original NIC at the time of the meeting. |
|
|
| STATEMENT
UNDER SECTION 160 (1) (b) OF THE COMPANIES ORDINANCE, 1984. |
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| The
approval of the shareholders is sought for the remuneration of two full time
working Directors, |
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| as
recommended by the Board of Directors. |
|
|
| For
this purpose, it is proposed that the following resolution be passed as an
ordinary resolution. |
|
|
| "Resolved
that an aggregate sum not exceeding Rs. 0.930 million be and is hereby
approved for |
|
| payment
as remuneration to Mr. Norio Abe and Mr. Mitsuo Doi, full time working
Directors". |
|
|
|
| CHAIRMAN'S
REVIEW & DIRECTORS' REPORT |
|
|
| I
welcome you on behalf of your Directors and myself to the Fourteenth Annual
General meeting |
|
| of
your Company, and present before you the Annual Report for the year ended
30th June, 2000. |
|
|
| The
year under review has been affected by the overall depressed market and
economic stagnation. |
|
| The
first half of the year was affected by the sluggish market particularly of
heavy duty commercial |
|
| vehicles.
The duty free import of dump trucks and clandestine entry into the country of
trucks (at a |
|
| conservative
estimate of approximately forty units per month) further aggravated market
conditions. |
|
| Besides,
the events of October, 1999 lead to an initial reaction of wait and see,
which continued till |
|
| the
end of first half of the year. The downward trend halted during the first two
months of the second |
|
| half
of the year and it was expected that the market for 'heavy duty commercial
vehicles would pick |
|
| up.
However, the leniency on part of the Government towards condonation of
smuggled vehicles |
|
| (by
regularizing such vehicles at concessional rates of duty) and the continuous
import of dump |
|
| trucks
under the NRI (Custom Duty & Sales Tax free) did not allow sales to pick
up as expected. |
|
|
| OPERATING
RESULTS: |
|
|
|
Year ended |
Year ended |
|
|
30th June 2000 |
30th June 1999 |
|
|
(Rupees in
Thousands) |
|
| Sales
and Services |
|
548,643 |
733,248 |
|
| Gross Profit |
|
33,026 |
46,898 |
|
| Provision
for Taxes (Net) |
|
45098 |
3,711 |
|
| Accumulated
(Loss)/Unappropriated |
|
| Profit
brought forward |
|
(31,671) |
25,867 |
|
| Accumulated
(Loss) carried forward |
|
(87,994) |
(31,671) |
|
|
| A
comparison of production and sales for the year under review with 1998/99 is
given below :- |
|
|
| Year ended 30th June, 2000 |
|
Year ended 30th June, 1999 |
|
|
| Production |
Sales |
|
Production |
Sales |
|
| 327 |
357 |
|
528 |
512 |
|
|
|
|
|
| Unit
sales declined by 30%. |
|
|
| LOSS
PER SHARE |
|
| The
loss per share for the year under review amounted to Rs. 7.25. |
|
|
| BOARD
OF DIRECTORS |
|
| During
the year under review, Mr. Ahmed Kuli Khan Khattak, resigned from the Board
of Directors. |
|
| Subsequent
to the year end, Mr. Nasim Beg and Mr.
M. Salman Siddique also resigned. |
|
|
| The
casual vacancies caused by their resignations were filled by the appointment
of Lt. Gen (Retd.) |
|
| Ali
Kuli Khan Khattak in place of Mr. Ahmed Kuli Khan Khattak, and Mr. Shamim
Ahmed in place |
|
| of
Mr. Nasim Beg, on 5th December, 2000. |
|
|
| Mr.
Norio Abe nominated Mr. Taiji Hatanaka to be his alternate on the Board of
Directors. Mr. Taiji |
|
| Hatanaka
was appointed the Alternate Director of Mr. Norio Abe on 5th December, 2000. |
|
|
| The
Directors wish to record their appreciation for the services rendered by the
outgoing Directors |
|
| and
welcome the incoming Directors. |
|
|
| INDUS BANK |
|
| During
the course of import business with Indus Bank, the Company had, apart from
other L/Cs, |
|
| established
four L/Cs valuing J.¥ 87.790m (Pak Rs. 42.586m) for the import of CKD kits
shipped |
|
| by
Tomen Corporation Japan. The payment of these L/Cs was due on 25th May, 2000,
and 14th |
|
| June, 2000. |
|
|
| Despite
receipt of full payment from the Company in respect of these letters of
credit, Indus Bank |
|
| did
not remit the amount to the beneficiary's bankers in Japan on due dates, and
this amount remains |
|
| unremitted
todate, despite several reminders. Based on a legal opinion obtained from
Barrister |
|
| Kazim
Hasan, the Company considers that it has discharged its obligation against
the said letters of |
|
| credit. |
|
|
| APPOINTMENT
OF AUDITORS |
|
| The
retiring auditors M/s. Taseer Hadi Khalid & Co. Chartered Accountants,
being eligible, have |
|
| offered
themselves for reappointment. |
|
|
| PATTERN
OF SHAREHOLDING |
|
| The
pattern of shareholding of the Company as at 30th June, 2000 is given on page
9 |
|
|
| ASSISTANCE
BY OUR PRINCIPALS |
|
| Your
Directors and Management of the Company would like to express their
appreciation for the |
|
| continued
support extended by your Company's Principals and Partners M/s. Nissan Diesel
Motor |
|
| Co.
Ltd. and M/s. Tomen Corporation, Japan. |
|
|
| LABOUR
- MANAGEMENT RELATIONS |
|
| Your
directors are pleased to report most cordial Labour-Management relations. |
|
|
| MANAGEMENT/STAFF/WORKERS/DEALERS/VENDORS |
|
| Your
Directors place on record their appreciation for the hard work and dedication
of the |
|
| Management,
staff, workers, dealers and vendors, and hope that they all will continue to
perform |
|
| with
the same zeal and dedication. |
|
|
| FUTURE
PROSPECTS |
|
| The
Market of heavy duty commercial vehicles which had remained depressed during
the last year, |
|
| has
continued to remain sluggish in the earlier months of the current year. It is
expected that gradual |
|
| recovery
will take place. However, your company is committed to regain its market
share and the |
|
| management,
with the blessings of Allah, is geared up to put the company back on the road
to |
|
| profitability. |
|
|
|
For and on behalf of the
Board of Directors |
|
|
|
RAZA KULI KHAN KHATTAK |
|
| KARACHI:
5th December, 2000 |
|
CHAIRMAN/DIRECTOR |
|
|
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
|
| We
have audited the annexed Balance Sheet of GHANDHARA NISSAN DIESEL LIMITED as
at |
|
| 30
June, 2000 and the related Profit and Loss Account, Cash Flow Statement and
Statement of |
|
| Changes
in Equity, 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 purposes 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
statements. 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 account have been kept by the Company as
required by the |
|
| Companies
Ordinance, 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 except for the change explained in note 2.9 with which |
|
| we concur; |
|
|
| ii)
the expenditure incurred during the year w~ 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, cash flow statement and statement
of changes |
|
| in
equity 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 30 June, 2000 and of the loss, its cash flows
and changes |
|
| in
equity for the year then ended; and |
|
|
| (d)
in our opinion, no zakat was deductible at source under the Zakat and Ushr
Ordinance, 1980 |
|
| (XVIII
of 1980). |
|
|
| Date:
5th December, 2000 |
|
TASEER HADI KHALID &
CO. |
|
| KARACHI. |
|
CHARTERED ACCOUNTANTS |
|
|
|
| PATTERN
OF SHAREHOLDING |
|
| AT
30 JUNE 2000. |
|
|
| Sr. |
Number of |
Shareholding |
Total |
|
|
| No. |
Share Holders |
From |
to |
Shares held |
Percentage |
|
| 1 |
416 |
1 |
100 |
16173 |
0.2082 |
|
| 2 |
300 |
101 |
500 |
76391 |
0.9834 |
|
| 3 |
153 |
501 |
1000 |
121817 |
1.5682 |
|
| 4 |
127 |
1001 |
5000 |
255076 |
3.2837 |
|
| 5 |
13 |
5001 |
10000 |
86001 |
1.1071 |
|
| 6 |
4 |
10001 |
15000 |
49160 |
0.6329 |
|
| 7 |
4 |
15001 |
20000 |
68243 |
0.8785 |
|
| 8 |
1 |
25001 |
30000 |
27850 |
0.3585 |
|
| 9 |
1 |
30001 |
35000 |
31500 |
0.4055 |
|
| 10 |
1 |
35001 |
40000 |
39043 |
0.5026 |
|
| 11 |
1 |
45001 |
50000 |
48172 |
0.6201 |
|
| 12 |
1 |
50001 |
55000 |
52468 |
0.6755 |
|
| 13 |
1 |
95001 |
100000 |
99289 |
1.2782 |
|
| 14 |
1 |
435001 |
440000 |
438691 |
5.6475 |
|
| 15 |
1 |
775001 |
780000 |
777546 |
10.0098 |
|
| 16 |
1 |
1165001 |
1170000 |
1167069 |
15.0243 |
|
| 17 |
1 |
1585001 |
1590000 |
1585571 |
20.4119 |
|
| 18 |
1 |
2825001 |
2830000 |
2827830 |
36.4041 |
|
|
------------ |
|
------------ |
------------ |
|
|
1028 |
|
7767890 |
100.0000 |
|
|
========== |
|
========== |
========== |
|
|
|
|
|
|
|
| Categories of |
|
Number of |
|
|
| Share Holders |
|
Share Holders |
Shares Held |
Percentage |
|
| Individuals |
|
1000 |
785862 |
10.1168 |
|
| Investment
Companies |
2 |
31600 |
0.4068 |
|
| Insurance
Companies |
2 |
66893 |
0.8612 |
|
| Joint
Stock Companies |
11 |
2842008 |
36.5866 |
|
| Financial
Institutions |
8 |
2086212 |
26.8569 |
|
| Foreign
Companies |
3 |
1949215 |
25.0932 |
|
| Non-Resident
(Pak Rs.) |
2 |
6100 |
0.0785 |
|
|
------------ |
------------ |
------------ |
|
| TOTAL: |
|
1028 |
7767890 |
100.0000 |
|
|
========== |
========== |
========== |
|
|
|
|
|
| BALANCE
SHEET |
|
| AS
AT 30 JUNE, 2000 |
|
|
|
NOTE |
2000 |
1999 |
|
|
|
Rs '000 |
Rs '000 |
|
|
| FIXED
ASSETS |
|
3 |
173,334 |
190,717 |
|
| LONG
TERM INVESTMENT |
|
4 |
1,875 |
1,500 |
|
| DEPOSIT
AGAINST LEASE FACILITY |
|
|
1,299 |
1,785 |
|
| DEFERRED
DEVELOPMENT EXPENDITURE |
|
5 |
2,675 |
3,567 |
|
|
| CURRENT
ASSETS |
|
| Stores
spares and loose tools |
|
6 |
1,375 |
1,549 |
|
| Stock in trade |
|
7 |
90,717 |
167,478 |
|
| Trade
debtors - unsecured |
|
| considered
good |
|
8 |
19,265 |
30,553 |
|
| Advances,
deposits, prepayments |
|
| and
other receivables |
|
9 |
108,095 |
150,192 |
|
| Cash
and bank balances |
|
10 |
25,235 |
710 |
|
|
|
------------ |
------------ |
|
|
244,687 |
350,482 |
|
|
| LESS:
CURRENT LIABILITIES |
|
| Current
maturity of lease facility |
|
3,826 |
6.64 |
|
|
|
|
| Finance
under mark-up |
|
|
|
| arrangements
- secured |
|
11 |
118,803 |
199,620 |
|
| Bills payable |
|
5,144 |
4,567 |
|
| Creditors,
accrued expenses |
|
|
|
| and
other liabilities |
|
12 |
134,838 |
100,327 |
|
| Unclaimed
dividends |
|
300 |
301 |
|
| Taxation |
|
13 |
5,553 |
22,134 |
|
|
|
------------ |
------------ |
|
|
268,464 |
333,586 |
|
|
------------ |
------------ |
|
| NET
CURRENT (LIABILITIES)/ASSETS |
|
(23,777) |
16,896 |
|
|
|
------------ |
------------ |
|
|
155,406 |
214,465 |
|
|
========== |
========== |
|
|
|
|
| SHARE
CAPITAL |
|
14 |
77,679 |
77,679 |
|
| GENERAL
RESERVE |
|
36,000 |
36,000 |
|
| ACCUMULATED
LOSS |
|
(87,994) |
(31,671 ) |
|
|
------------ |
------------ |
|
|
25,685 |
82,008 |
|
|
| SURPLUS
ON REVALUATION |
|
| OF
FIXED ASSETS |
|
15 |
120,760 |
121,094 |
|
| LIABILITY
AGAINST ASSETS SUBJECT |
|
|
|
|
| TO
FINANCE LEASE |
|
16 |
229 |
4,187 |
|
| DEFERRED
LIABILITIES - Staff gratuity |
|
|
8,732 |
7,176 |
|
| CONTINGENCIES
AND COMMITMENTS |
|
17 |
|
|
|
------------ |
------------ |
|
|
155,406 |
214,465 |
|
|
========== |
========== |
|
| These
accounts should be read in conjunction with the attached notes. |
|
|
|
RAZA KULI KHAN KHATTAK |
|
MITSUO DOI |
|
|
Chief Executive |
|
Director |
|
|
|
| PROFIT
AND LOSS ACCOUNT |
|
| FOR
THE YEAR ENDED 30 JUNE, 2000 |
|
|
|
NOTE |
2000 |
1999 |
|
|
|
Rs '000 |
Rs '000 |
|
| Sales
and services - Net |
|
18 |
548,643 |
733,248 |
|
| Cost
of goods sold |
|
19 |
515,617 |
686,350 |
|
|
|
----------- |
----------- |
|
| Gross profit |
|
|
33,026 |
46,898 |
|
| Administration
and selling expenses |
|
20 |
52,960 |
53,487 |
|
|
----------- |
----------- |
|
| Operating loss |
|
(19,934) |
(6,589) |
|
| Other income |
|
21 |
4,933 |
2,329 |
|
|
----------- |
----------- |
|
|
(15,001) |
(4,260) |
|
| Financial
charges |
|
22 |
37,224 |
49,567 |
|
|
|
|
----------- |
----------- |
|
| Loss
before taxation |
|
(52,225) |
(53,827) |
|
|
| Provision
for taxation |
|
| - Current year |
|
3,564 |
3,711 |
|
| - Prior year |
|
534 |
-- |
|
|
----------- |
----------- |
|
|
4,098 |
3,711 |
|
|
----------- |
----------- |
|
| Loss
after taxation |
|
(56,323) |
(57,538) |
|
| Accumulated
(1oss)/profit brought forward |
|
(31,671) |
25,867 |
|
|
----------- |
----------- |
|
| Accumulated
loss carried forward |
|
(87,994) |
(31,671) |
|
|
========== |
========== |
|
| LOSS
PER SHARE - basic and diluted |
|
29 |
(7.25) |
(7.41) |
|
|
========== |
========== |
|
| These
accounts should be read in conjunction with the attached notes. |
|
|
|
RAZA KULI KHAN KHATTAK |
|
MITSUO DOI |
|
|
Chief Executive |
|
Director |
|
|
|
|
|
|
|
| CASH
FLOW STATEMENT |
|
| FOR
THE YEAR ENDED 30 JUNE, 2000 |
|
|
|
2000 |
1999 |
|
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