| TOYOTA (Indus Motor Company Limited) |
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| Annual Report 1999 |
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| CONTENTS |
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| Toyota's
Guiding Principles |
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| Company Information |
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| Directors' Report |
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| Chairman's Review |
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| Auditors' Report |
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| Balance Sheet |
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| Profit
and Loss Account |
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| Statement
of Changes in Financial Position |
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| Notes to the Accounts |
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| Pattern of Shareholding |
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| Notice
of Annual General Meeting |
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| TOYOTA'S
GUIDING PRINCIPLES |
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| Honour
the language and spirit of the law of every nation and undertake open and
fair |
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| corporate
activities to be a good corporate citizen of the world. |
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| Respect
the culture and customs of every nation and contribute to economic and social |
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| development
through corporate activities in the communities. |
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| Dedicate
ourselves to providing clean and safe products and to enhancing the quality
of |
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| life
everywhere through all our activities. |
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| Create
and develop advanced technologies and provide outstanding products and |
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| services
that fulfill the needs of customers worldwide. |
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| Foster
a corporate culture that enhances individual creativity and teamwork value,
while |
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| honouring
mutual trust and respect between labour and management. |
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| Pursue
growth in harmony with the global community through innovative management. |
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| Work
with business partners in research and creation to achieve stable, long-term
growth |
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| and
mutual benefits, while keeping ourselves open to new partnerships. |
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| COMPANY
INFORMATION |
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| BOARD
OF DIRECTORS |
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| Mr. Ali S. Habib |
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Chairman |
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| Mr. Yutaka Arae |
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Vice Chairman |
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| Mr. Farhad Zulficar |
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Chief Executive Officer |
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| Mr.
Mohamedali R. Habib |
Director |
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| Mr. Tokuichi Uranishi |
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Director |
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| Mr. Masaru Kato |
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Director |
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| Mr. Kersi Kapadia |
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Director |
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| COMPANY
SECRETARY |
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| Mr.
Shahid Mahmood Khan |
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| Bankers |
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Registrar |
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| American Express |
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M/s. Noble Computer
Services (Pvt) Ltd. |
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| ANZ
Grindlays Bank plc |
1st Floor, AI-Manzoor
Building, |
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| Askari
Commercial Bank |
Dr. Ziauddin Ahmed Road,
Karachi. |
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| Bank of America |
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| Bank
of Tokyo-Mitsubishi, Ltd. |
Registered Office |
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| Credit
Agricole Indosuez |
14, Bangalore Town
Housing Society, |
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| Emirates
Bank International Ltd. |
Main Shahrah-e-Faisal,
Karachi. |
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| Faysal Bank Ltd. |
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| Habib Bank AG Zurich |
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Regional Offices |
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| Habib Bank Limited |
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| Hong
Kong & Shanghai Banking Corporation |
Lahore |
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| Metropolitan
Bank Limited |
8/1, Abid Majeed Road,
Lahore Cantt. |
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| Muslim
Commercial Bank Ltd. |
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| National
Bank of Pakistan |
Islamabad |
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| Societe Generale |
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2A, Ataturk Avenue West,
G-6/4. |
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| Standard
Chartered Bank |
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Factory |
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| Auditors |
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Plot no. NWZ/1/P-1, |
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| M/s.
Ford, Rhodes, Robson, Morrow |
Port Qasim Industrial
Estate, |
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| Chartered Accountants |
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Bin Qasim, Karachi. |
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| 1st Floor, Finlay House, |
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| I.
I. Chundrigar Road, Karachi |
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| Legal Advisors |
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| · M/s A. K. Brohi & Co. |
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| ·
M/s Mansoor Ahmed Khan & Co. |
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| · M/s Mahmud & Co. |
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| FIVE
YEARS AT A GLANCE |
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1999 |
1998 |
1997 |
1996 |
1995 |
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(Rupees in '000) |
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| Vehicles sales (units) |
11,249 |
9,295 |
8,100 |
8,125 |
6,802 |
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| Turnover-net |
6,957,876 |
4,973,991 |
4,538,220 |
4,136,100 |
3,869,607 |
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| Profit before taxation |
501,310 |
271,702 |
226,286 |
221,024 |
85,513 |
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| Taxation |
250,021 |
124,538 |
76,082 |
33,789 |
33,792 |
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| Profit after taxation |
251,289 |
147,164 |
150,204 |
187,235 |
51,721 |
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| Number of employees |
625 |
611 |
598 |
546 |
509 |
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| Earnings per share |
3.20 |
1.87 |
1.91 |
2.38 |
0.66 |
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| (in Rupees) |
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| DIRECTORS'
REPORT |
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| The
Directors of Indus Motor Company Limited take pleasure in presenting this
Report, together with the |
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| Accounts
of the Company for the year ended June 30, 1999 and recommend the following
appropriations: |
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1999 |
1998 |
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(Rs. in '000) |
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| OPERATING
RESULTS |
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| Profit before taxation |
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501,310 |
271,702 |
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| Taxation |
-- Current |
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177,972 |
99,538 |
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-- Prior |
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11,138 |
-- |
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-- Deferred |
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60,911 |
25,000 |
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------------------ |
------------------ |
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250,021 |
124,538 |
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------------------ |
------------------ |
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| PROFIT
AFTER TAXATION |
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251,289 |
147,164 |
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| Unappropriated
profit brought forward |
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971 |
707 |
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------------------ |
------------------ |
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252,260 |
147,871 |
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| APPROPRIATIONS |
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| Dividend
- proposed @ 20% (1998:15%) |
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157,200 |
117,900 |
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| Transfer
to revenue reserve |
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95,000 |
29,000 |
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------------------ |
------------------ |
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252,200 |
146,900 |
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------------------ |
------------------ |
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| Unappropriated
profit carried forward |
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60 |
971 |
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=========== |
=========== |
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| Auditors |
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| The
auditors, Messrs. Ford, Rhodes, Robson, Morrow, retire at the conclusion of
the 10th Annual General |
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| Meeting
and being eligible, offer themselves for re-appointment. |
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| Chairman's Review |
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| The
Directors of the Company endorse the contents of the Chairman's Review
dealing with the Company |
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| activities
which is included in the Annual Report and forms an integral part of the
Directors' Report. |
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| Year 2000 Compliance |
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| The
Company has taken appropriate measures and is Y2K compliant. |
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| Earnings
Per Share (EPS) |
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| The
Earnings Per Share is Rs. 3.20. |
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| Pattern
of Shareholding |
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| The
Pattern of Shareholding of the Company as at June 30, 1999 is given on page
40. |
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| Karachi |
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| September 10, 1999. |
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| FARHAD ZULFICAR |
|
YUTAKA ARAE |
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| Chief
Executive Officer and Director |
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Vice Chairman and
Director |
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| CHAIRMAN'S
REVIEW |
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|
AS SAALAM O ALAIKUM |
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| It
is with great pleasure that I welcome you to |
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| the
10th Annual General Meeting of the |
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| Company
and present to you the report on the |
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| performance
of the Company for the year |
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| ended 30th June, 1999. |
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| The
Company's operations for the year |
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| resulted
in a Gross Profit of Rs. 735.799 million |
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| and
Net Profit after tax of Rs. 251.289 million, |
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| after
providing for substantially higher current |
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| and
deferred taxation of Rs. 189.110 million |
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| and
Rs. 60.911 million, respectively. Sales |
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| revenues
increased from Rs. 4.974 billion to |
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| Rs.
6.958 billion, representing a growth of |
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| 39.89%.
The Gross Profit percentage |
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| increased
from 8.97% to 10.57%, while |
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| Administrative,
Financial and Selling expenses |
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| increased marginally. |
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| The
exceptional performance of your Company |
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| during
the current year was the result of higher |
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| capacity
utilisation, and also due to the timely |
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| booking
of foreign exchange when the |
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| Japanese
Yen was posted at lower rates. |
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| Together,
these factors contributed towards |
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| reducing
costs and improving profitability. |
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| The
Directors are, therefore, pleased to |
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| recommend
a Cash Dividend of 20% for the |
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| year
to the Company's shareholders, |
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| apportioning
a part of the profit to reserves for |
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| future
capital commitments. |
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| OPERATIONS
FOR THE YEAR 1998-99 |
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| By
the grace of Allah, sales and production of |
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| the
locally produced Corolla and Hilux vehicles |
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| during
the year were the highest in the Company's history. The threshold sales |
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| barrier
of 10,000 CKD units was crossed during the year, thus achieving 100% |
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| capacity
utilisation in a single shift. |
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| Even
though the twin pressures exerted by the strength of the Yen against the US |
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| Dollar,
and Rupee depreciation, continued to affect costs, prices were gradually |
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| increased
over the year. This was a marketing step in order to retain market share |
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| and
increase volumes that would better capacity utilisation. It was in this
highly |
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| competitive
environment that your Company's market share rose from 46% to |
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| 57%
in the 1.3cc and above segment. This accomplishment was the result of |
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| product
diversification, aggressive sales promotion and of course, the patronage |
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| and
support of Toyota customers. Maintaining the tempo and rising to the needs |
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| of
the customers, in October 1998 the Diesel Corolla's 'Special Edition' was |
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| introduced,
and in February 1999, the Corolla 1.6GLi 'Special Edition' was |
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| launched.
Both have elicited very favourable responses from the market. |
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| Well
into its sixth year of production, the exceptional traits of outstanding
quality, |
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| low
maintenance costs, and high resale value, have ensured that our locally |
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| produced
Corolla remained popular and in demand. Concerning change of model, |
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| the
market is aware that the Corollas being produced in Pakistan are |
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| technologically
the same as those produced in Japan and other parts of the world. |
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| Minor
changes are introduced in models to suit the unique conditions and specific |
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| requirements
of individual areas, and these differ from country to country. Most of |
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| these
changes are of a cosmetic nature and are limited to features altering the |
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| vehicle's
outward appearance or interiors. Such a change was also brought about |
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| here
in Pakistan in July this year when crystal lights, a new radiator grill and
rear |
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| garnish
were fitted, giving the model a new and fresh look. Our customers |
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| welcomed
these embellishments. A change of model of the Toyota Hilux in Japan |
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| last
year, led to the Hilux manufactured in Pakistan being upgraded, and the new |
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| model
is to be launched in October this year. |
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| MARKETING
OPERATIONS |
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| Dealership
Network |
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| The
role played by the Company's seventeen 3S dealership network spread |
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| throughout
the country has been exemplary. The dealerships have extended |
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| excellent
support by providing sales and after sales service to Toyota customers |
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| in
Pakistan. During the year the network serviced and provided maintenance |
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| facilities
for more than 100,000 vehicles. |
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| To
meet with the requirements of catering to Daihatsu Cuore vehicles, and to |
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| remain
up to date with Toyota vehicles, your Company has increased training |
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| courses
for technical, sales and service staff. To pre-empt customer |
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| requirements,
and to meet Toyota's and Daihatsu's goal |
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| of
customer satisfaction, new dealerships are being |
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| established
and the existing network is undergoing |
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| modernisation
and expansion. |
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| Spare parts |
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| The
recent reduction to 35% in custom duty has helped |
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| restrict
smuggling of spares and has led to an increase in |
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| parts
sales through the dealership network. The modern |
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| parts
warehouse has been expanded, brought up to date |
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| and
streamlined to meet future requirements of |
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| distribution
and sales of Daihatsu parts in the country. |
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| These
measures will enable the Spare Parts Department |
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| to
increase sales in the spare parts market. |
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| In
keeping with our commitment to improve after sales |
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| maintenance
of Toyota engines, sale of Toyota Genuine |
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| Motor
Oil has also commenced. |
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| HUMAN RESOURCES |
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| A
very vital arm of the Company, the Human Resource |
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| Department
is constantly looking towards increasing the |
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| number
of programs offered, and making them available |
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| to
more and more personnel. During the year, a large |
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| number
of training courses were added, focusing on |
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| Multi-Skills
Team-Work, Staff Motivation, Planning and |
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| Leadership.
Relevant personnel were also sent overseas |
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| for
additional training to equip them to meet future |
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| challenges.
As a result, the number of hours of training |
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| per
person increased from 20.45 to 33.06 hours, and the |
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| total
training hours in your Company increased |
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| substantially
to 22,662 hrs. |
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| The
development of the Daihatsu project has created |
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| different
needs in your Company, and the Human |
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| Resource
Department has risen to meet these and |
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| expanded
its training programs at the local level, and |
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| also at Toyota and Daihatsu plants overseas. |
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| Training
is then an essential part of the Indus culture |
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| encompassing
team members, production and quality |
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| control
staff as well as management personnel. |
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| PRODUCT
DEVELOPMENT |
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| AND
QUALITY ASSURANCE |
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| The
development of local component parts proceeded |
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| smoothly
as per schedule, meeting both the Engineering |
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| Development
Board's targeted time frame, and also |
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| Toyota's
requirement of high quality standards. Toyota, |
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| Daihatsu,
and Indus engineers have worked together |
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| actively
with our vendors to improve production and |
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| quality
through improvements in production techniques |
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| and
manpower training. Within the plant the basic Toyota |
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| philosophy
of Kaizen and Teamwork was continuously |
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| practised.
Kaizen activities have become an inherent |
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| part
of the Indus culture and have been instrumental in |
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| reducing
costs, increasing production and maintaining |
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| quality.
At the annual Kaizen Convention a number of |
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| measures
were proposed by team members. Many of |
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| these
were subsequently introduced and this has further |
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| helped
in the smooth running of operations. The |
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| Company
has benefited as this has led to a further |
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| reduction
in costs and improvement in production and |
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| quality. |
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| The
Vendor and Supplier Convention held in 1999 was |
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| attended
by the vendors of Indus Motor Company and |
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| the
representatives of Toyota Motor Corporation and |
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| Toyota
Tsusho Corporation of Japan. The Convention |
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| was addressed by
Mr. Ahsan Iqbal, Chairman of the |
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| Engineering
Development Board, who commended |
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| Indus
Motor Company for its contribution towards |
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| transfer
of technology to Pakistan. He complimented the |
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| vendors
on the high quality of manufactured |
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| components,
and those deserving merit were |
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| acknowledged
for their adherence to Toyota quality and |
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| production
systems and for timely development of parts. |
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| By
the grace of Allah, in June this year your Company |
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| achieved
Y2K compliance and in the same period |
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| obtained
the ISO 9002 Certification through Lloyds of |
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| London.
This further affirms the superior quality |
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| standards
of Toyota vehicles produced in Pakistan. |
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| DAIHATSU PROJECT |
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| As
reported in the six monthly report, the project for the |
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| manufacture
of Daihatsu Cuore was initiated in |
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| November
1998. Since then there has been substantial |
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| progress
towards its implementation and production. |
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| Sales
will commence early next year and the new |
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| product
will bear the hallmarks of high quality standards, |
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| which
are now synonymous with the name of Indus |
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| Motor Company. |
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| The
combined distributorship and manufacture of Toyota and Daihatsu vehicles will
have |
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| multifaceted
benefits for your Company. In addition to increasing capacity utilisation of
the plant it |
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| will
give your Company a wide range of vehicles to market. Adding to the strength
of the Company, |
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| and
to that of its dealers and vendors, it will also serve to cement the
engineering base of the |
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| country. |
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| CHANGE
IN DIRECTORSHIP |
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| During
the year Mr. H.Otaka, nominee director of Toyota Motor Corporation, |
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| Japan
was replaced by Mr. T. Uranishi. We take this opportunity to |
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| gratefully
acknowledge the valuable contribution Mr. H. Otaka made to the |
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| Company
and welcome to the Board, Mr. T. Uranishi, who has a very vast |
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| experience
in the automobile industry. |
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| In
addition to the above change, Mr. Azhar Wali Mohammad who had been associated
with the |
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| company
since its inception was replaced by Mr. Kersi Kapadia. We take this
opportunity to |
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| gratefully
acknowledge the valuable contribution of Mr. Azhar Wali Mohammad to the
Company |
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| and
welcome to the Board, Mr. Kersi Kapadia, who has an extensive financial
experience. |
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| GOVERNMENT
POLICY |
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| Engineering
industry achieved marked gains during the year in spite of the prevalent
uncertainty |
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| in
the economic environment. These benefits were largely the result of
consistency and stability in |
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| the
long-term policies of the Engineering Development Board and the Ministry of
Industries. Their |
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| positive
support has led to marked benefits for the industry. In addition to bettering
capacity |
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| utilisation
and increasing the process of indigenisation, this policy has benefited the
engineering |
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| industry
as a whole and vendors in particular. In addition to other gains, production
volumes and |
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| turnover
increased compared to the previous years. |
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| FUTURE OUTLOOK |
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| The
auto industry in Pakistan has the maximum potential to expand and can
increase its |
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| contribution
to the development of the economy of the country. This is due to the low
vehicle per |
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| person
ratio in Pakistan as compared to that in other countries of the world. |
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| On
January 1st, 2000, certain provisions of Agreements signed between the
Government and the |
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| WTO
will require modifications to the existing and highly successful Iocalisation
program. Whereas |
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| we
are assured by the Government and the Engineering Development Board of their
support for |
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| the
industry and its Iocalisation program, a long-term policy is yet to emerge.
This uncertainty can |
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| lead
to a slow down of investment and Iocalisation and will seriously hamper
long-term planning |
|
| which
is essential for the industry. However, this can also be an opportunity to
forge an industry- |
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| wide
consensus with the Government and implement a far sighted and balanced
long-term vision |
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| for
the sector which could lead to an environment that could be vastly improved
in relation to the |
|
| current
status. We hope that the stake-holders will play a responsible and objective
role in |
|
| formulating
such a policy at the earliest. |
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| Competition
is expected to become more intense in the near future when new entrants in
the auto |
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| industry
introduce their products. In addition, the Company is faced with the
challenge of meeting |
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| customer
requirements in a growing market base that is being catered to by the
different products |
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| of
Indus Motor Company-the Corolla, Hilux and Daihatsu. With the support of its
customers, the |
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| commitment
of its employees, the backing of the dealer and vendor families and bolstered
with the |
|
| confidence
of high quality of Toyota and Daihatsu products, your Company will,
Inshallah, succeed |
|
| in
dealing with all such challenges. |
|
|
| We
thank the Ministry of Commerce and Industries and the Engineering Development
Board for |
|
| their
sustained support. We are grateful to our shareholders, staff, dealers and
vendors for their |
|
| dedication
and commitment to our common goal. We are particularly appreciative of our |
|
| customers
and thank them for their continued loyalty to Toyota vehicles. |
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| We
pray to Allah for guidance and success. |
|
|
| Ali S. Habib |
|
| Chairman |
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|
Financial Statements as
on June 30, 1999 |
|
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
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| We
have audited the annexed balance sheet of INDUS MOTOR COMPANY LIMITED as at |
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| June
30, 1999 and the related profit and loss account and the statement of changes
in financial |
|
| position,
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 and, after due verification
thereof, we report |
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| that: |
|
|
| (a)
in our opinion, proper books of accounts have been kept by the company as
required by |
|
| the
Companies Ordinance, 1984; |
|
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| (b) in our opinion: |
|
|
|
| (i)
the balance sheet and the profit and loss account together with the notes
thereon |
|
| have
been drawn up in conformity with the Companies Ordinance, 1984 and are |
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| in
agreement with the books of accounts and are further in accordance with |
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| accounting
policies consistently applied except for the change as stated in note 3 |
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| with which we concur; |
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|
|
|
| (ii)
the expenditure incurred during the year was for the purpose of the company's |
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| business; and |
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|
|
| (iii)
the business conducted, investments made and the expenditure incurred during |
|
| the
year were in accordance with the objects of the company; |
|
|
| (c)
in our opinion and to the best of our information and according to the
explanations given |
|
| to
us, the balance sheet, profit and loss account and the statement of changes
in financial |
|
| position,
together with the notes forming part thereof, 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 June 30, 1999 and of the
profit and the |
|
| changes
in financial position for the year then ended; and |
|
|
|
|
| (d)
in our opinion Zakat deductible at source under the Zakat and Ushr Ordinance,
1980 was |
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| deducted
by the Company and deposited in the Central Zakat Fund established under |
|
| section
7 of that Ordinance. |
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|
| Karachi |
|
Ford, Rhodes, Robson,
Morrow |
|
| Dated:
September 10, 1999 |
Chartered Accountants |
|
|
|
|
|
|
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| BALANCE
SHEET AS AT JUNE 30, 1999 |
|
|
|
Note |
1999 |
1998 |
|
|
|
|
(Rs. in '000) |
|
|
| CAPITAL
AND RESERVES |
|
|
| Share Capital |
|
|
| Authorised |
|
| 100,000,000
(1998:100,000,000) ordinary |
|
| shares of Rs. 10/- each |
|
|
|
1,000,000 |
1,000,000 |
|
|
========== |
========== |
|
| Issued,
subscribed and paid-up |
|
|
| 78,600,000
ordinary shares of Rs. 10/- |
|
| each fully paid in cash |
|
|
786,000 |
786,000 |
|
|
|
|
| Reserves |
|
4 |
710,060 |
615,971 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
1,496,060 |
1,401,971 |
|
|
|
|
|
| LONG TERM LOANS |
|
5 |
324,683 |
55,152 |
|
| DEFERRED
TAXATION |
|
|
110,911 |
50,000 |
|
|
|
|
|
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| CURRENT
LIABILITIES |
|
|
|
| Current
maturities of long term loans |
|
6 |
14,268 |
61,531 |
|
| Short
term running finances |
|
7 |
406,343 |
5,630 |
|
| Creditors,
accrued and other liabilities |
|
8 |
594,906 |
1,138,326 |
|
| Proposed dividend |
|
|
157,200 |
117,900 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
1,172,717 |
1,323,387 |
|
| CONTINGENCIES
AND COMMITMENTS |
9 |
|
|
|
|
------------------ |
------------------ |
|
| Total
shareholders' equity and liabilities |
|
|
3,104,371 |
2,830,510 |
|
|
|
|
=========== |
=========== |
|
|
| TANGIBLE
FIXED ASSETS |
|
|