| United Distributors Pakistan 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 to the Shareholders |
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| Auditors'
Report to the Members |
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| Balance Sheet |
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| Profit
and Loss Account |
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| Cash
Flow Statement |
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| Statement
of Changes in Equity |
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| Notes
to the Financial Statement |
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| Pattern
of Shareholding |
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| COMPANY
INFORMATION |
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| BOARD
OF DIRECTORS |
Mr. Rashid Abdulla |
Chief Executive |
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Mr. Arshad Abdulla |
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Mr. Khalid Malik |
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Mr. Tariq Ismail |
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Mr. Muhammed Rafi Bhatti |
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Mr. Haroon Rashid Ghouri |
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Mr. Anis Wahab Zuberi |
N.I.T. Nominee |
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| COMPANY
SECRETARY |
Mr. Muhammed Rafi Bhatti |
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| AUDITORS |
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Sidat Hyder Qamar &
Co. |
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| BANKERS |
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Habib Bank Limited |
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Prudential Commercial
Bank Limited |
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ABN Amro Bank |
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| REGISTERED
OFFICE |
9th Floor, N.I.C.
Building, |
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Abbasi Shaheed Road, |
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Karachi. |
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| REGISTRAR |
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Gangees Investment &
Finance Consultants, |
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Room No. 513, 5th Floor,
Clifton Centre, |
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Kehkashan, Block-5,
Clifton, |
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Karachi-75600. |
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| NOTICE
OF ANNUAL GENERAL MEETING |
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| NOTICE
is hereby given that the 18th Annual General Meeting of UNITED DISTRIBUTORS |
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| PAKISTAN
LIMITED will be held at Hotel Regent Plaza, Shara-e-Faisal, Karachi on
Saturday |
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| June
30, 2001 at 11.00 a.m. to transact the following business: |
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| 1.
To confirm the minutes of the last Extra Ordinary General Meeting held on
December 30, 2000. |
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| 2.
To receive, consider and approve the 2udited accounts or the Company for the
year ended |
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| June
30, 2000, together with the Directors' and Auditors' reports thereon. |
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| 3.
To approve the cash dividend at Re. 1/-(One) per ordinary share of Rs. 10/-
each (10%), as |
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| recommended
by the Directors. |
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| 4.
To appoint Auditors and fix their remuneration. The Company has received a
notice from a |
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| member
under section 253(1) of the Companies Ordinance, 1984 proposing M/s. Hussain |
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| Rahman,
Chartered Accountants for appointment as auditors of the Company. |
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| 5.
To fix the remuneration of the full time working Directors. |
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| 6.
Any other matter with the permission of chair. |
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By Order of the Board |
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Muhammed Rafi Bhatti |
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| Karachi:
May 31,2001 |
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Company Secretary |
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| NOTES: |
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| 1.
The share transfer books of the Company will remain closed from June 28,2001
to July |
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| 05,
2001 (both days inclusive). Transfers (if any) should be received at the
office of our |
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| Registrar
M/s. GANGJEES INVESTMENT & FINANCE CONSULTANTS, Room No.513, |
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| CLIFTON
CENTRE, KEHKASHAN, BLOCK 5, CLIFTON, KARACHI-75600, latest by the |
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| close
of business on Wednesday, June 27, 2001. |
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| 2.
A member entitled to attend and vote at this meeting may appoint a proxy to
attend and vote |
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| on
his / her behalf. A proxy need not be a member of the Company. |
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| 3.
Proxies in order to be effective must be received by the Company's Registrar
not less than 48 |
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| hours
before the meeting. |
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| 4.
Shareholders are requested to submit declaration for Zakat on the required
formal and |
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| intimate
any changes in address immediately to our Registrar, M/s. GANGJEES |
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| INVESTMENT
& FINANCE CONSULTANTS, ROOM No.513, CLIFTON CENTRE, |
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| KEHKASHAN,
BLOCK 5, CLIFTON, KARACHI-75600. |
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| CDC
Account Holders will further have to follow the under-mentioned guidelines as
laid down in |
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| Circular
I dated January 26, 2000 issued by Securities and Exchange Commission of
Pakistan: |
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| a)
For Attending AGM |
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| In
case of individuals, the account holder and sub-account holder and/or the
person |
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| whose
securities are in group account and their registration details are uploaded
as per |
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| the
Regulations shall authenticate his/her identity by showing his original
National Identity |
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| Card
(NIC) at the time of attending the meeting. |
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| In
case of corporate entity, the Board of Directors' resolution/power of
attorney with |
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| specimen
signature of the nominee shall be produced (unless it has been provided |
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| earlier)
at the time of the meeting. |
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| b)
For Appointing Proxy |
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| *
In case of individuals, the account holder or sub-account holder and/or the
person whose |
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| securities
are in group account and their registration details are uploaded as per the |
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| Regulations,
shall submit the proxy form as per the above requirement. |
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| *
Attested copies of (NIC) of the beneficial owners and the proxy shall be
furnished with the |
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| proxy form. |
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| *
The proxy shall produce his original (NIC) at the time of the meeting. |
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| DIRECTORS
REPORT TO THE SHAREHOLDERS |
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| COMPANYS'
VIEW |
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| Before
going ahead with this transaction, the Directors of your Company took the
opinion from its |
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| auditors,
M/s. Sidat Hyder Qamar & Co., Chartered Accountants, wherein it was
advised to the |
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| Company
about the legal matters and possible method of ascertaining the purchase
price of shares. |
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| The
directors believe that the advice has been followed in letter and spirit for
the equity investment |
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| hence
due compliance was made with regard to the transactions legality and
professional views. |
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| The
management acted in the light of expert opinion given by the auditors, with
due care and |
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| diligence
within the legal and professional frame work and with the precision in
factors forecasting |
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| with
the objectives of improving and cementing trade & business relationship
with the multinational |
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| organizations
and global leaders in the agro pesticides and chemical business to improve
the |
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| profitability
of the Company. |
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| *
In the light of opinion given by the auditors, it was ensured that the
parties to the transaction are |
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| not
related to each other. |
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| *
In determination of share price at Rs. 49/- and quantification of share
premium at Rs. 39/- per |
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| share
the management fully considered the guidelines proposed by the auditors in
their opinion. |
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| *
The management of UDPL ensured that fair market value of D.E. United shares
was at Rs. 49/- |
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| per
share and a premium of Rs. 39/- per share was negotiated after careful review
of the |
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| followings
factors:- |
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| *
Fair market monetary value of the shares was made in accordance with the
current |
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| methods
of Company valuation. |
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| *
Future projection plans of joint venture were considered. |
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| *
Profitability of the Company i.e. in accounting year ended 30-06-1999 was
considered. |
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| *
Break-up value if the shares as on 30-06-1999 was considered. |
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| *
General reputation of DAS. |
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| *
Major discovery of product likely to enhance the Companys' future sale was
also taken |
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| into account. |
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| *
Government efforts to increase crop protection were also considered in the
light of new |
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| avenues
for future growth and expansion. |
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| *
Partners, i.e. DAS and UDPL confidence in BDAS/DEU were reviewed. |
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| *
The management believes that purchase price of shares at Rs. 49/- per share
determined and share |
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| premium
quantified at Rs. 39/- per share was an arms length and bonafide transaction
and it is |
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| accordingly
recorded in the books of accounts and disclosed in the financial statements
as at |
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| June
30, 2000 in conformity with the provisions of the Companies Ordinance, 1984
and the related |
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| accounting
standards. |
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| *
The management has concluded that the Auditors have provided the company with
an opinion on |
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| December
29,1998 with reference to the specific transaction in the light of legal
provisions and |
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| the
management relying on the same acted upon it. A professional firm of
accountants therefore |
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| should
be consistent in forming an opinion on a matter both in the capacity of an
advisor and an |
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| auditor.
The opinion expressed on the 2000 financial statements is not consistent and
is based on |
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| a
complete misunderstanding of the facts of the matters. |
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| *
An EGM was held on 30-12-2000 in which the directors of your Company also had
the |
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| opportunity
to explain the above investments and the short-term objectives of the
disposal of the |
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| investments.
This is also referred in note 11.1. Therefore, directors are confident that
both the |
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| purchase
and sale transactions have been made with due consensus and in the best
interest of the |
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| Company
and its shareholders. |
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| *
In recommending dividend for the year 2000, Directors opined that since
company earned a profit |
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| and
earning per share was Rs. 1.67/- as disclosed in the Profit and Loss account,
the shareholder |
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| should
be benefited. The view expressed by the auditors in para(b) of their report
was not relevant |
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| since
loss was temporary and provisions was not necessary in view of the safeguard
available to |
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| the
Company as disclosed in Note 11.1 and benefits stated hereunder. |
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| *
The matter of compliance of Section 208 of the Companies Ordinance, 1984 has
been explained |
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| in note 11.1. |
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| BENEFITS
OF UDPL, DOW & BAYER JOINT VENTURE |
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| The
management of your Company made the decision to acquire shares of D.E. United
(Pvt.) Limited |
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| and
subsequently enter into restructured transaction based on a business decision
to the benefit of the |
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| shareholders
of the Company. Apart from the monetary gain, the Company also benefited |
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| substantially
as elaborated below by acquiring rights to distribute the products and
significantly |
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| increases
its profitability. |
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| *
The goodwill of both Bayer AG and Dow AgroSciences is globally accepted and
recognized |
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| coupled
with on going research and development of these Companies in new products and |
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| measure
for pest controls has great potentials for revenue. |
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| *
The joint venture of UDPL with these two recognized multinationals in the
name & style of |
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| BAYER,
DOW and UDPL will not only result in long term benefit to the shareholders of
each of |
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| the
joint venture partners but will also shape new dimensions in the agricultural
pest management |
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| in Pakistan. |
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| *
Currently, all the major pesticide, being market in Pakistan are imported
from abroad, by forming |
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| a
joint venture representing two (2) of the world leading multinational
pesticide manufactures and |
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| UDPL
a leading pesticide marketing company in Pakistan will result, that in most
modest term, |
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| may
called the beneficial bond for the shareholders of UDPL being the joint
venture partners of |
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| BAYER
and DOW AGROSCIENCES (BDAS). |
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| Other
short term future benefits of this joint venture arrangement, may be
classified as under:- |
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| a)
Equity Benefits |
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| b)
Revenue Benefits |
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| c)
Administrative Benefits |
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| The
Directors take pleasure in submitting their report and audited accounts of
the Company for the |
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| year
ending June 30, 2000. |
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| FINANCIAL
RESULTS |
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2000 |
1999 |
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| The
net profit of the Company for the year before taxation |
14,847,295 |
16,664,958 |
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| Provision
for taxation - current year |
|
3,800,000 |
3,000,000 |
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------------------ |
------------------ |
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| Profit
after taxation |
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11,047,295 |
12,544,958 |
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| Un-appropriated
Profit brought forward |
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3,504,539 |
12,959,581 |
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------------------ |
------------------ |
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| Profit
available for appropriation |
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|
24,551,834 |
25,504,539 |
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| Less
:Appropriations: |
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| Dividend
@ 10% (1999: @ 10%) |
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|
6,600,000 |
6,600,000 |
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| Transfer
to Reserve for |
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| Issue
of Bonus Shares |
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|
-- |
6,600,000 |
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------------------ |
------------------ |
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|
6,600,000 |
12,000,000 |
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------------------ |
------------------ |
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|
Rupees |
17,951,834 |
13,504,539 |
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|
========== |
========== |
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| Earning
per share |
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|
1.67 |
1.90 |
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========== |
========== |
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| REVIEW
OF OPERATIONS |
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| In
the year ending June 30, 2000 the Company's turnover was Rs. 59.64 million as
compared to the |
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| previous
Rs. 126.52 million for the ending June 30, 1999. |
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| The
reasons for decline in sales are as follows: |
|
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| a)
During the current cotton season the overall pest pressure was comparatively
low which resulted |
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| in
lower sales of pesticides. |
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| b)
Nichimen's products, which are being marketed by us, were discontinued during
the year. |
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| c)
Decrease in the overall sales of pesticides also resulted decline in
distribution fee for the products |
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| handled
by the company for our joint venture partners. |
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| INVESTMENT
IN JOINT VENTURE |
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| The
long-term investment in equity shares of the D.E. United (Private) Limited
and its disposal in the |
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| subsequent
period has been subject to the considered decisions by management. These
decisions were |
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| objectively
evaluated in a potential business perspective and as a going concern. During
the course of |
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| audit,
management has had a series of meetings and discussions with the auditors in
which auditors |
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| were
appraised about the salient features of management decisions. Further, all
relevant |
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| documentation
and representations were also provided. However, auditor maintained their |
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| apprehensions
and did not take a note of foreseeable business opportunities available for
both to the |
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| investee
and your Company. |
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| AUDITORS'
VIEW |
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| The
auditors in their report stated that:- |
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| 1.
As stated in note 11.1 to the financial statements, during the year, the
Company, under an |
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| agreement,
purchased from a related party 1,846,647 Ordinary Shares of the face value of |
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| Rs.
10/- each of Bayer DAS (Private) Limited (formerly D.E. United (Pvt.) Ltd.)
at a price of Rs. 49/- |
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| per
share aggregating Rs. 90,485,703/-. The said related party was stated to be
the seller at the |
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| time
of acquisition, although, these shares were held by another related party at
that time on the |
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| records
of the investee company. |
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| The
aforesaid acquisition cost of Rs. 49/- per share, in our opinion, was
considerable high and did |
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| not
represent a fair value of such shares when viewed in the context of Rs. 20.83
per share being |
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| the
break-up value thereof based on the audited financial statements of the
investee company for |
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| the
year ended 30th June 1999 and the financial projections on which reliance is
stated to have |
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| been
placed by the Company at the time of acquisition. |
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| Subsequent
to the balance sheet date, the Company has sold the entire aforesaid shares
to a third |
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| party
at a mutually agreed consideration of Rs. 2.94/- per share, thus resulting in
a loss of |
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| Rs.
85,056,560/-, for which no provision has been made in these accounts. The
need for a provision |
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| of
Rs. 85,056,560/-, for the loss is evidenced by the fact that the break-up
value of such shares as |
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| at
the balance sheet date i.e. 30th June 2000. |
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|
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| The
fact and the manner in which the said shares were acquired from a related
party at a price |
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| considerably
higher than its fair value coupled with the peculiar terms and conditions
governing |
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| the
transactions as stated in note 11.1 to the financial statements leads us to
believe that the |
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| acquisition
was neither at arm's length nor bonafide. |
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| In
the meeting of the Board of Directors of the Company held on 31 May 2001, a
cash dividend |
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| of
Rs. 1/- per Ordinary share of Rs. 10/- each has been recommended to be
declared. In view of |
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| our
qualification on the financial statements as stated above, had the provision
of |
|
| Rs.
85,056,560/- been made, the accumulated reserve before appropriation as of
the balance sheet |
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| date
would have converted into accumulated loss of Rs. 40,504,726/-. Consequently,
in the |
|
| absence
of profit available for distribution, the dividend as proposed, in our
opinion is, in terms of |
|
| the
provisions of the Companies Ordinance, 1984, out of capital and hence ultra
vires the |
|
| provisions
of the said Ordinance. |
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|
| 2.
We draw attention to the fact that Section 208 of the Companies Ordinance,
1984 (the Ordinance) |
|
| restricts
a Company from making investment in associated companies exceeding thirty
percent of |
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| its
paid-up share capital plus free reserves at any point of time. The paid-up
share capital and |
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| reserves
of the Company as at 30th June 2000 before the impact of the matter as
referred to in |
|
| paragraph
(a) above were Rs. 66 million and Rs. 37.952 million respectively,
aggregating |
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| Rs.
103.952 million, against which, the investment made by the Company in
associated companies is |
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| to
the extent of 112.7% thereof as at that date. |
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|
|
| a)
Equity Benefits |
|
| Dow
AgroSciences will cover UDPL's obligation for the immediate capital
injection, which is |
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| expected
between 1.2 Million USD to 1.5 Million USD. |
|
|
| UDPL
will at a later stage, when legally possible, purchase 50% of Dow
AgroSciences share for |
|
| 100,000
USD. If the value of the D.E. United is growing with x% the selling price
from Dow |
|
| AgroSciences
will increase proportionately based on the date of each fresh capital
injection. |
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|
| Currently,
there is a negative equity in D.E. United amounting to approx. 1 Million USD
as at |
|
| June
30, 2000. As a part of the proposed partnership, Dow AgroSciences shall
inject for the time being |
|
| sufficient
amount (equivalent to 1 Million USD) to wash out the negative equity. This
injection of |
|
| equity
on behalf of UDPL shall be made free of any charge, interest or markup. |
|
|
| DAS
has already invested in BDAS, US$ 700,000 equivalent to Pak. Rs. 37,570,000/-
on December |
|
| 30, 2000. |
|
|
| UDPL
will get 25% of DAS shareholdings in BDAS on January 1, 2003 equivalent to
2,801,825 |
|
| shares
as against 1,846,650 shares temporarily sold to BAYER. |
|
|
|
|
UDPL |
DAS |
BAYER |
TOTAL |
|
|
| Shareholding
on 29-12-2000 |
1,846,650 |
1,846,650 |
-- |
3,693,300 |
|
| Shareholding
on 30-12-2000 |
-- |
3,757,000 |
-- |
3,757,000 |
|
| Shareholding
on 16-03-2001 |
(1,846,650) |
-- |
1,846,650 |
-- |
|
| Shareholding
on 17-03-2001 |
-- |
-- |
3,757,000 |
3,757,000 |
|
|
|
------------------ |
------------------ |
------------------ |
------------------ |
|
| TOTAL
SHAREHOLDING BDAS |
-- |
5,603,650 |
5,603,650 |
11,207,300 |
|
| Shareholding
on 01-01-2003 |
2,801,825 |
(2,801,825) |
-- |
-- |
|
|
|
========== |
========== |
========== |
========== |
|
| NEW
SHAREHOLDING IN BDAS |
2,801,825 |
2,801,825 |
5,603,650 |
11,207,300 |
|
|
========== |
========== |
========== |
========== |
|
|
| b)
Revenue Benefits |
|
| UDPL
being the sole distributor of BDAS for Pakistan gets a distribution fee for
the services |
|
| provided
to BDAS. By induction of Bayer AG in D.E. United, the span of distribution
services |
|
| provided
by UDPL will become almost double and there will be a substantial increase in
the revenues |
|
| of
UDPL, mainly in the area of Distribution fee for production handling which is
expected to increase |
|
| by
150% as a consequence of this partnership. |
|
|
| Besides
this, the additional equity injection, without any interest, markup or charge
as stated in equity |
|
| benefits
above, shall result in saving of financial charges to a minimum of an amount
equivalent to |
|
| 50%
of the distribution fee for product handling of UDPL for the year ending June
30, 2000. |
|
|
| In
the year ending June 30, 1999, the pre tax profit of DEU showed a decline
only because of the |
|
| financial
charges on borrowed capital for future expansion. This availability of equity
without |
|
| financial
charges will enable DEU to recoup its past losses and thereby strengthening
its financial |
|
| base,
which will ultimately benefits the joint venture partners and their
respective shareholders. |
|
|
| c)
ADMINISTRATIVE BENEFITS |
|
| As
a part of the new arrangement, all the joint venture partners agree that UDPL
shall take an active |
|
| role
as a future potential partner guiding the Company mainly with regards to: |
|
|
| *
Development of strategies |
|
| *
Selection of appropriate key managers |
|
| *
Preparation of annual budgets |
|
|
| This
sharing of knowledge & expertise in the areas stated above with two of
the leading |
|
| multinationals,
will provide a new window to the UDPL to acquire their knowledge, expertise
and |
|
| strategies
and to apply them locally for the benefit of its shareholders. |
|
|
| Additionally,
UDPL being one of the leading distribution marketing company in Pakistan,
will also |
|
| benefit
the partnership by sharing its knowledge and proposed strategies for
marketing in the local |
|
| environment,
thereby becoming an equal contributor in the efforts expanded by the joint
venture |
|
| partners
for earning the revenues. |
|
|
| FUTURE
OUTLOOK |
|
| We
have now restructured the Company and are hopeful of regaining our position
with the marketing |
|
| of
our own brands and also by expanding our physical distribution services
provided to our joint |
|
| venture
partners. The span of distribution services provided by your Company will
increase |
|
| substantially
mainly in the area of distribution fee for product handling as a consequence
of new |
|
| partnership
agreements with our joint venture partners. |
|
|
| Your
Company has been approached by a leading International Company, for
distributing/marketing |
|
| their
range of products which mainly include Fungicides, Miticides and
Insecticides. |
|
|
| Your
Company is in the process of finding new seed business who have a long-term
vision of staying |
|
| in
the Pakistan market. This would help to regenerate the seeds business and
thereby increase our |
|
| sales
volumes and profitability. |
|
|
| HOLDING
OF SHARES |
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| The
pattern of holding of shares is shown on page 34. |
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|
| ACKNOWLEDGMENT |
|
| The
Directors of your Company take great pleasure in recording their appreciation
of the fine work |
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| put
in by all Company staff during the last year. |
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|
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|
RASHID ABDULLA |
|
| Karachi:
May 31, 2001 |
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CHIEF EXECUTIVE |
|
|
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
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| We
have audited the annexed balance sheet of UNITED
DISTRIBUTORS PAKISTAN 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 |
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| necessary
for the purposes of our audit. |
|
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| It
is the responsibility of the Company's management to establish and maintain a
system of internal |
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| control,
and prepare and present the above said statements in conformity with the
approved accounting |
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| 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)
As stated in note 11.1 to the financial statements, during the year, the
Company, under an agreement |
|
| purchased
from a related party 1,846,647 Ordinary shares of the face value of Rs. 10/- |
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| each
of Bayer DAS (Private) Limited [Formerly D.E. United (Private) Limited] at a
price of |
|
| Rs.
49/- per share aggregating Rs.90,485,703/-.The said related party was stated
to be the seller at |
|
| the
time of acquisition, although, these shares were held by another related
party at that time on |
|
| the
records of the investee company. |
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|
|
| The
aforesaid acquisition cost of Rs. 49/- per share, in our opinion, was
considerably high and did |
|
| not
represent a fair value of such shares when viewed in the context of Rs. 20.83
per share being |
|
| the
break-up value thereof based on the audited financial statements of the
investee company for |
|
| the
year ended 30 June 1999 and the financial projections on which reliance is
stated to have been |
|
| placed
by the Company at the time of acquisition. |
|
|
| Subsequent
to the balance sheet date, the Company has sold the entire aforesaid shares
to a third |
|
| party
at a mutually agreed consideration of Rs. 2.94/- per share, thus resulting in
a loss of |
|
| Rs.
85,056,560/-, for which no provision has been made in these accounts. The
need for a |
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| provision
of Rs. 85,056,560/- for the loss is evidenced by the fact that the break-up
value of such |
|
| shares
as at the balance sheet date i.e. 30 June 2000 was negative. |
|
|
| The
fact and the manner in which the said shares were acquired from a related
party at a price |
|
| considerably
higher than its fair value coupled with the peculiar terms and conditions
governing |
|
| the
transactions as stated in note 11.1 to the financial statements leads us to
believe that the |
|
| acquisition
was neither at arm's length nor bonafide. |
|
|
| (b)
In the meeting of the Board of Directors of the Company held on 31 May 2001,
a cash dividend |
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| of
Re. 1/- per Ordinary share of Rs. 10/- each has been recommended to be
declared. In view of |
|
| our
qualification on the financial statements as stated in paragraph (a) above,
had the provision of |
|
| Rs.85,056,560/-
been made, the accumulated reserves before appropriation as of the balance |
|
| sheet
date would have converted into accumulated loss of Rs. 40,504,726/-.
Consequently, in the |
|
| absence
of profit available for distribution, the dividend as proposed, in our
opinion is, in terms of |
|
| the
provisions of the Companies Ordinance, 1984, out of capital and hence ultra
vires the provisions |
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| of
the said Ordinance. |
|
|
|
|
| (c)
In our opinion, proper books of account have been kept by the Company as
required by the |
|
| Companies
Ordinance, 1984; |
|
|
| (d)
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 |
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| were
in accordance with the objects of the Company except for the matter stated in |
|
| paragraph
(a) above and the |
