| International Industries Limited |
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| Annual
Report 2001 |
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| Contents |
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| Company
Information |
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| Milestones |
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| Notice
of Meeting |
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| Chairman's
Review |
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| Ten
Years at a Glance |
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| Report
of the Directors |
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| Auditors'
Report |
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| Balance Sheet |
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| Profit
& 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 Statements |
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| Pattern
of Shareholdings |
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| Company
Information |
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| Chairman |
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J.R. Rahim |
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| Managing
Director & CEO |
Towfiq H. Chinoy |
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| Directors |
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K.M.M. Shah |
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Kamal A. Chinoy |
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M. Ateequllah |
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Mustapha A. Chinoy |
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Zakaullah Khan |
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A. W. Zuberi |
(Nominee Director of NIT) |
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Istaqbal Mehdi |
(Nominee Director of NIT) |
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Kemal Shoaib |
(Nominee Director of NIT) |
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Zahid Zaheer |
(Nominee Director of NIT) |
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| Secretary |
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Mohamed H. Walli |
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| Auditors |
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Ford, Rhodes, Robson,
Morrow |
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| Bankers |
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Standard Chartered Bank |
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Standard Chartered
Grindlays Bank |
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American Express Bank
Ltd. |
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The Hong Kong &
Shanghai Banking Corporation Limited |
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Societe Generale |
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Oman International Bank
S.A.O.G |
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Credit Agricole Indosuez |
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Bank Al-Habib Ltd. |
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Soneri Bank Limited |
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Muslim Commercial Bank
Ltd. |
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Habib Bank Ltd. |
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| Legal Advisors |
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J.H. Rahimtoola &
Company |
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| Website |
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www.iil.com.pk |
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| Registered
Office |
Hakimsons Building, 19
West Wharf Road |
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P.O. Box 4775,
Karachi-74000 |
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Telephone Nos. 2313508-14
Fax: 2314260 |
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E-mail:
inquiries@iil.com.pk |
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| Branch Office |
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Salam Chambers, Link
Mcleod Road, Lahore-54000 |
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Telephone Nos. 7229752-55
Fax: 7220384 |
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E-mail: lahore@iil.com.pk |
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| Factory |
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L X 15-16, Landhi
Industrial Area, Karachi-75160 |
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Telephone Nos. 5080451-55
Fax: 5082403 |
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E-mail:
factory@iil.com.pk |
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| Milestones |
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| The
Company through the years |
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| 1948 |
Established as Sultan
Chinoy and Company |
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| 1949 |
Incorporated as
International Industries Limited |
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and sponsored Pak
Chemicals Limited |
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| 1953 |
Sponsored Pakistan Cables
Limited in a Joint |
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Venture with BICC UK |
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| 1965 |
Manufactured high quality
Electric |
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|
Resistance Welded Steel
Pipe |
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| 1983 |
Launched Galvanized Pipe |
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| 1984 |
Converted to a Public
Limited Company and quoted on Karachi Stock Exchange |
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| 1990 |
Setup the country's first
Cold Rolling Mill in the |
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private sector |
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| 1992 |
Turnover crossed 1
Billion rupees |
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| 1995 |
Entered the international
market with export of |
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|
Galvanized Pipe |
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| 1997 |
Achieved Certification to
ISO 9001:1994 |
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| 1998 |
Commemorated 50 years and
awarded international |
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|
credit rating |
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| 1999 |
Turnover crossed 2
Billion rupees |
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| 2000 |
Achieved Certification to
ISO 9001:2000 (first company in Pakistan), ISO 14001:1996 |
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and was awarded the FPCCI
trophy for export of non-traditional items from Pakistan |
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| 2001 |
Achieved Certification to
API Q1 & 5L (2000) and completed phase 1 of a major |
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|
expansion enhancing the
pipe and tube manufacturing range |
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| Notice
of Meeting |
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| Notice
is hereby given to the Members that the 53rd Annual General Meeting of the
Company will be held on |
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| Thursday,
October 25, 2001 at 11:00 a.m. at the "Raffia Choudri Memorial
Centre", Sidco Avenue Centre, 264-R.A. |
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| Lines,
Karachi, to transact the following business: |
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| ORDINARY
BUSINESS |
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| 1.
To receive, consider and adopt the audited accounts of the Company for the
year ended June 30, 2001 and |
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| the
Reports of the Directors and Auditors thereon. |
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| 2.
To consider and approve payment of 35% Final Cash Dividend making a total of
50% for the financial year |
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| ended
June 30, 2001 as recommended by the Board of Directors. |
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| 3.
To elect Directors for a period of 3 years commencing from October 25, 2001. |
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| 4.
To appoint Auditors for the Year 2001-2002 and fix their remuneration. |
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| 5.
To transact with the permission of the Chair any other business which may be
transacted at an Annual |
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| General
Meeting. |
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| SPECIAL
BUSINESS |
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| 6.
To approve the remuneration of the Executive Directors, including the Chief
Executive. |
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| A
statement under section 160 of the Companies Ordinance 1984, pertaining to
the Special Business, is |
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| being
sent to the Members with this notice. |
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By Order of the Board |
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|
Mohamed H. Walli |
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| Karachi
October 3, 2001 |
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Company Secretary |
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| NOTES: |
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| 1.
The Share Transfer Books of the Company shall remain closed from October 11,
2001 to October 25, 2001 |
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| (both
days inclusive). Transfers received in order at the Registered Office of the
Company by close of |
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| business
on October 10, 2001 will be treated in time to determine the entitlement of
35% dividend |
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| recommended
by the Board of Directors. |
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| 2.
A Member entitled to attend, speak and vote at the General Meeting is
entitled to appoint another Member |
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| as
his/her proxy to attend, speak and vote on his/her behalf. |
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| 3.
Instrument appointing proxy and the power of attorney or other authority
under which it is signed or a |
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| notarially
certified copy of the power or authority must be deposited at the Registered
Office of the Company |
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| at
least 48 hours before the time of the meeting. Form of Proxy is enclosed. |
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| CDC
Account Holders will further have to follow the under-mentioned guide lines
as laid down in |
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| Circular
1, dated January 26, 2000, issued by the Securities and Exchange Commission
of Pakistan: |
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| a)
For Attending A.G.M. |
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|
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| *
In case of individuals, the account holder or sub-account holder and/or the
person whose securities |
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| are
in group account and their registration details are uploaded as per the
Regulations, shall |
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| authenticate
his/her identity by showing his/her original National Identity Card (NIC) at
the time of |
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| attending
the meeting. |
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| *
In case of corporate entity, the Board of Directors' resolution/power of
attorney with specimen signature |
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| of
the Nominee shall be produced (unless it has been provided 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 securities |
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| are
in group account and their registration details are uploaded as per
Regulations, shall submit the Proxy |
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| Form
as per the above requirement. |
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| *
Attested copies of N1C of the beneficial owners and the Proxy shall be
furnished with the Proxy Form. |
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| *
The Proxy shall produce his original NIC at the time of the meeting. |
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| 4.
Members are requested to submit declaration for Zakat on the required format
and to advise change in |
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| address, if any. |
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| ITEM 3 |
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| a)
To elect 11 Directors being the number fixed by the Board of Directors for
election for a period of |
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| three
years from the date of the Annual General Meeting. |
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| b)
The Elected Directors who retire at the meeting are: |
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| Messrs.
J.R. Rahim, KMM. Shah, Mustapha A. Chinoy, Kamal A. Chinoy, Zaka U. Khan, M.
Ateequllah |
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| and
Towfiq H. Chinoy. |
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| The
Nominated Directors are: |
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| Messrs.
Istaqbal Mehdi, Kemal Shoaib, Zahid Zaheer and A.W. Zuberi. |
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| c)
any person or retiring director who seeks to contest election of the office
of the director must file with |
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| the
Company, not later than 14 days before the date of the meeting, notice of
his/her intention to |
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| offer
himself/herself for election. |
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| Statement
U/s 160 of the Companies Ordinance, 1984. |
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| This
statement sets out the material facts concerning Item 6 of the "Special
Business" to be transacted at |
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| the
Fifty Third Annual General Meeting of the Company to be held on October 25,
2001. |
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| The
approval of the Shareholders of the Company will be sought for: |
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| ITEM 6 |
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| The
approval of remuneration of the Chief Executive and the Executive Directors
in the draft resolution |
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| set
out below is necessitated on account of Government of Pakistan SRO No. 572
(I)82 of June 16, 1982 |
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| and
includes approval to the holding of their respective office of profit in the
Company, the said Directors |
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| are
thus personally interested to the extent of remuneration payable to them and
the office of profit held |
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| by them. |
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| The
Members are accordingly requested to pass with or without modification, the
following resolution as |
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| an
Ordinary Resolution: |
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| "RESOLVED
THAT a sum not exceeding Rs. 20 million per annum be and is hereby authorized
for payment |
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| towards
remuneration of the Directors in executive or management service of the
Company including the |
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| Chief
Executive commencing July 1, 2001 and the Board is authorized to determine
the terms and |
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| conditions
of their appointment and within limit aforesaid to pay remuneration to them
but so that period |
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| of
appointment shall not exceed three years per appointment. |
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| Shareholders
are informed that the Directors in executive or management service and the
Chief Executive |
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| are
interested in their respective appointment and in the remuneration
respectively payable to them and |
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| save
as such no other Director is directly or indirectly interested in their
contracts or benefits under them." |
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| Chairman's
Review |
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| On
behalf of the Board of Directors it gives me great pleasure to present before
you the |
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| 53rd
Annual Report. |
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| BOARD
OF DIRECTORS |
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| Since
the last report the N.I.T. nominee Mr. M. Afzalullah Siddiqui, resigned from
the Board and Mr. Zahid Zaheer |
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| was
nominated in his place. |
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| The
Board thanks Mr. M. Afzalullah Siddiqui for his contribution and welcomes Mr.
Zahid Zaheer. |
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| OPERATIONS |
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| The
year under review has seen major activities taking place in the form of
additions to production facilities. |
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| The
installation of the new tube mill to produce up to 6" API line pipe
which began in September 2000 was |
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| completed
in two months. As expected there were teething problems which took some time
to resolve. Commercial |
|
| production
commenced in February 2001 and the plant has been operating smoothly since
then. |
|
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| The
strip pickling plant had outlived its useful life and was replaced during the
year. This replacement with upgraded |
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| equipment
and the addition of a PSA Generator will enable production of better quality
Cold Rolled Steel Strips |
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| which
your Company intends to market in greater quantity. |
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| Major
parts of the second slitter that is designed to handle 35 ton coil arrived
during the year. This new line is |
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| expected
to go into production before the end of September 2001. |
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| The
increased pipe making capacity necessitated an increase in the capacity of
galvanizing. Instead of adding a new |
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| plant,
the company decided to change the technology of one of its existing plants to
enhance productivity. The |
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| components
arrived in April 2001 but the plant could not be closed before July owing to
the pressure of market |
|
| demand.
The new galvanizing system has since been installed and has started
functioning from August 2001 with |
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| enhanced
productivity and output. |
|
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| The
production of pipes was 14% higher as compared to the previous year and
galvanizing was 12% higher. The |
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| production
of cold rolled strip was 9% below the previous year's production because of
the closure of the mill to |
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| replace
the pickling plant. |
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|
| SALES |
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| Domestic
sales of galvanized pipes increased by 9% over the previous year. Steel
Tubing sales also grew by a nominal |
|
| 2%.
For the first time, the Company was able to produce and sell 4" and
6" API pipes to a gas Company. The sale of |
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| Cold
Rolled strip was marginally higher than previous year and your Company plans
to Inshallah market greater |
|
| volumes
of this product in the future. |
|
|
| Export
sales of both G.I. Pipes as well as steel tubes in volume terms remained at
last year's level. |
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| The
combined sales volume grew by 7.4% over the previous year. |
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| FINANCIAL
RESULTS |
|
| The
total turnover of the Company at Rs.2.8 billion is 7.5% higher than the
previous year and the gross margin at |
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| 18.5%
is also higher, because the raw material prices during the year remained
favourable. |
|
|
| The
management of the Company succeeded in securing release of bank guarantees
worth Rs. 13.5 million from the |
|
| custom
authorities after the declared values of imports were accepted. The accrued
liability being no longer required |
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| was
reversed. An exchange gain resulting from devaluation of the rupee amounting
to Rs.10.8 million was also |
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| realized.
The gains from reversal of liabilities and exchange difference are the main
contributors to the amount of |
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| Rs.
19 million as other income. |
|
|
| Administration
and selling expenses are lower than last year and there has been a
substantial reduction in freight |
|
| expenses
because of conversion of the basis of export sales from C & F to F.O.B. |
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| The
operating profit at Rs.315 million is 27% higher than the previous year.
Although there has been a significant |
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| increase
in interest cost because of the medium term borrowing for capital
expenditure, the profit before tax of |
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| Rs.199
million is 26% higher than the previous year. In calculating the income tax,
a tax credit of Rs.29 million has |
|
| been
taken on additions to plant and machinery in accordance with section 107 of
the income tax ordinance. The |
|
| shareholders
will note from the accounts that a sum of Rs.84 million of advance income tax
paid is refundable. |
|
|
| By
the grace of Allah the profit after tax at Rs.164 million is almost twice
that of the previous year. |
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|
| FUTURE
PROSPECTS |
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| The
price or quality of locally manufactured steel is not in line with the |
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| international
market. Large consumers like your Company are therefore |
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| forced
to resort to imports. With the continuously depreciating rupee and |
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| escalating
local costs such as electricity and gas, margins will be under |
|
| pressure.
Your industry does not have any protection as the duty tariff on |
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| steel
is the same as the finished goods we produce. Imports of pipe into |
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| Pakistan
is a definite threat to your Company. The government must review |
|
| this
situation. The management of your Company will continue to monitor |
|
| the
costs carefully with a view to control these wherever possible. |
|
|
| With
the new tube mill now fully functional, the Company is favourably |
|
| placed
to take advantage of the opportunity of supplying large diameter |
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| and
API pipe to the market. |
|
|
| The
management sees an opportunity for growth in the Export market. We are
therefore considering added |
|
| capacities
so that export opportunities can be availed when these arise. |
|
|
| Signs
of economic revival in the country have begun to manifest themselves. The
formation of local governments |
|
| will
also hopefully result in acceleration of the development work which had come
to a virtual halt. This activity will |
|
| have
positive impact on the industry in the country. |
|
|
| DIVIDENDS |
|
| During
the past two years, your Company has had to invest substantially in capital
expenditure. This investment will |
|
| continue
in the next twelve months. In these circumstances, the cash dividends are
normally reduced to conserve equity. |
|
|
| However,
in view of the good results the Board is pleased to propose a final cash
dividend of 35% which in addition |
|
| to
the 15% interim dividend already, paid makes the total dividend 50%. |
|
|
| STAFF
& ACKNOWLEDGEMENT |
|
| The
present Board retires, having completed its tenure of three years. |
|
|
| On
behalf of the Board, I would like to take this opportunity of thanking the
management and staff, the bankers and |
|
| the
valued customers who have made our task so pleasant. |
|
|
| I
am confident that if the management and employees of the Company continue to
work with the devotion and zeal |
|
| that
has been their hallmark, the Company will Inshallah continue to prosper. |
|
|
| I
pray to Allah for the continued success of your Company. |
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|
|
|
J.R. Rahim |
|
|
|
| Ten
years at a Glance |
|
|
|
|
2001 |
2000 |
1999 |
1998 |
1997 |
1996 |
1995 |
1994 |
1993 |
1992 |
|
|
|
|
-- |
(Rs. 000) |
-- |
|
|
| Assets
Employed |
|
| Fixed
Assets (Owned & Leased) |
651,964 |
364,095 |
300,379 |
302,659 |
309,390 |
234,304 |
245,894 |
257,842 |
268,421 |
260,205 |
|
| Capital
Work in Progress |
57,651 |
165,667 |
2,926 |
2,045 |
2,567 |
8,618 |
1,929 |
7,373 |
3,388 |
9,410 |
|
| Long
term deposits |
3,752 |
2,304 |
2,300 |
2,073 |
1,940 |
3,003 |
3,586 |
3,320 |
4,252 |
4,480 |
|
| Net
Current Assets/(Liabilities) |
84,363 |
117,595 |
17,866 |
14,475 |
41,716 |
66.15 |
22,583 |
33,900 |
16,660 |
(7,613) |
|
|
|
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
|
| Total
Assets Employed |
797,730 |
649,661 |
323,471 |
321,252 |
355,613 |
312,070 |
273,992 |
302,435 |
292,721 |
266,482 |
|
|
|
========== |
========== |
========== |
========== |
========== |
========== |
========== |
========== |
========== |
========== |
|
|
|
| Financed by |
|
| Shareholders'
Equity (includes |
|
| revaluation
of land) |
441,533 |
348,590 |
303,471 |
303,752 |
281,547 |
216,270 |
208,432 |
197,778 |
151,999 |
133,070 |
|
| Long
term & deferred liabilities |
356,197 |
301,071 |
20,000 |
17,500 |
74,066 |
95,800 |
65,560 |
104,657 |
140,722 |
133,412 |
|
|
|
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
|
|
|
797,730 |
649,661 |
323,471 |
321,252 |
355,613 |
312,070 |
273,992 |
302,435 |
292,721 |
266,482 |
|
|
|
========== |
========== |
========== |
========== |
========== |
========== |
========== |
========== |
========== |
========== |
|
|
|
|
| Sales & Profits |
|
| Sales-Net |
|
2,404,628 |
2,222,004 |
1,906,957 |
1,773,157 |
1,613,998 |
1,702,917 |
1,286,339 |
1,328,018 |
1,098,387 |
919,449 |
|
| Gross Profit |
|
445,162 |
402,554 |
309,674 |
275,646 |
274,278 |
253,799 |
168,943 |
155,709 |
150,341 |
121,274 |
|
| Profit
before interest & taxation |
314,617 |
247,193 |
170,579 |
160,468 |
180,496 |
174,707 |
115,770 |
110,374 |
109,950 |
89,374 |
|
| Profit
before taxation |
199,003 |
158,188 |
115,644 |
94,384 |
105,386 |
90,498 |
29,983 |
18,397 |
18,929 |
9,167 |
|
| Profit
after taxation |
163,816 |
82,814 |
44,820 |
64,084 |
78,886 |
36,831 |
29,983 |
18,397 |
18,929 |
12,682 |
|
| Dividend |
|
70,873 |
61,208 |
45,101 |
41,879 |
48,322 |
28,993 |
19,329 |
12,886 |
-- |
-- |
|
| Retained
Earnings/(Loss) |
92,943 |
21,606 |
(281) |
22,205 |
30,564 |
7,838 |
10,654 |
5,511 |
18,929 |
12,682 |
|
|
| Financial
Ratios |
|
| Gross
Profit as a percentage of sales |
18.5 |
18.1 |
16.2 |
15.5 |
17.0 |
14.9 |
13.1 |
11.7 |
13.7 |
13.2 |
|
| Net
profit before tax as a percentage |
|
|
| of
sales (excluding contract income) |
8.3 |
7.1 |
6.1 |
5.3 |
6.5 |
5.3 |
2.3 |
1.4 |
1.7 |
1.0 |
|
| Current ratio |
|
1.09 |
1.19 |
1.02 |
1.02 |
1.06 |
1.12 |
1.04 |
1.08 |
1.03 |
0.98 |
|
| Long
term debt: equity |
45:55 |
46:54 |
06:94 |
05:95 |
21:79 |
31:69 |
24:76 |
35:65 |
48:52 |
50:50 |
|
| Earnings
per share |
11.56 |
6.43 |
3.48 |
4.97 |
6.12 |
2.86 |
2.33 |
1.43 |
2.35 |
1.69 |
|
| Dividend (%) |
|
50 |
37.5 |
35.0 |
32.5 |
37.5 |
22.5 |
15.0 |
10.0 |
-- |
-- |
|
| Bonus
Shares (%) |
-- |
10.0 |
-- |
-- |
-- |
-- |
-- |
-- |
10.0 |
7.5 |
|
| Right
Shares % (at premium) |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
50 |
-- |
|
|
|
| Report
of the Directors |
|
|
| The
Directors have pleasure in submitting their Report and Audited Accounts for
the year ended 30th June, 2001. |
|
|
|
|
(Rs. 000's) |
|
|
| The
profit for the year amounts to: |
|
163,816 |
|
| Amount
of unappropriated profit brought forward from previous year: |
637 |
|
|
|
|
------------------ |
|
|
|
|
164,453 |
|
|
|
| The
Directors recommend: |
|
| Interim
dividend already paid at the rate of Rs. 1.50 per share (15%) |
21,262 |
|
| Final
dividend at the rate of Rs. 3.50 per share (35.0%) |
49,611 |
|
| Transfer
to General Reserve |
|
93,000 |
|
|
|
|
------------------ |
|
|
|
|
163,873 |
|
|
|
|
------------------ |
|
| Leaving
an unappropriated profit carried forward to next year |
580 |
|
|
|
|
========== |
|
|
| The
Chairman's Review on pages 6, 7 & 8 covers significant activities of your
Company during the year. |
|
|
| The
pattern of shareholding is provided on page 32. |
|
|
| The
present auditors, M/s. Ford, Rhodes, Robson, Morrow retire and offer
themselves for re-appointment. |
|
|
|
|
|
On behalf of the Board, |
|
|
|
|
|
|
|
|
|
Towfiq H. Chinoy |
|
| Karachi:
September 14, 2001 |
|
Managing Director & Chief Executive |
|
|
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
|
| We
have audited the annexed balance sheet of INTERNATIONAL
INDUSTRIES LIMITED as at |
|
| June
30, 2001 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 accounts 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; |
|
|
|
| (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,
t |