ZIL 2008. ZIL Limited Text - Marked - OpenDoors - PK
ZIL 2008. ZIL Limited Text - Marked - OpenDoors - PK
ZIL 2008. ZIL Limited Text - Marked - OpenDoors - PK
Pk
2 Corporate Information
3 Notice of Meeting
4 Directors Report
8 Statement of Compliance
13 Our Commitments
14 Auditors Review
16 Balance Sheet
Form of Proxy
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Corporate Information
Board of Directors
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Notice of Meeting
NOTICE IS HEREBY GIVEN that the Forty Eighth Annual General Meeting of Zulfeqar Industries Limited will be held
on Monday, 27 October 2008 at 02:00 p.m. at Pakistan Society for Training and Development, Plot No. TC-3, 34th
Street Phase V (Extention), Defence Housing Authority Karachi, Pakistan to transact the following business:
ORDINARY BUSINESS:
1. To confirm the minutes of the last Annual General Meeting held on Tuesday, 23 October, 2007.
2. To receive, consider and approve the Audited Financial Statements of the Company for the year ended 30 June
2008 together with the Directors` and Auditors` report thereon.
3. To approve as recommended by Directors a final cash dividend @ 10% i.e. Re.1/- per share and to issue Bonus
Shares in the proportion of 1 share for every 10 shares held i.e. 10%.
4. To appoint Auditors of the company and fix their remuneration for the financial year 2008-09. The Directors
have recommended to appoint KPMG Taseer Hadi & Co. Chartered Accountants who being eligible offer
themselves for re-appointment.
SPECIAL BUSINESS:
5. To approve that in the event of any member holding shares which were not an exact multiple of his / her
entitlement, the Directors be authorized to sell such entitlements in the Stock Market and to pay the proceeds
of sale when realized to any recognized charitable institution.
1. The Share Transfer Books of the Company will remain closed from 21 October 2008 to 27 October 2008 (both
days inclusive).
2. A member entitled to attend and vote at the general meeting is entitled to appoint another person as proxy
to attend and vote in his place, in the case of company, by a representative duly authorized.
3. The instrument appointing a proxy must be received at the registered office of the Company not less than
forty- eight hours before the time of the meeting.
4. Members are requested to notify the change in their addresses, if any, immediately to the Share Registrars of
the company, M/s THK Associates (Pvt) Ltd. Ground Floor, State Life Building No.3, Dr. Ziauddin Ahmed Road,
Karachi 75530.
5. CDC Account Holders will further have to follow the guidelines as laid down by the Securities & Exchange
Commission of Pakistan
Statement u/s 160(1)(b)of the Companies Ordinance 1984 is annexed with this notice.
ITEM NO. 5
This statement set out the material facts concerning the Special Business.
The fractional shares in value at current price have very nominal value for each share holder, therefore it is
proposed to donate collective amount to a recognized charitable institution. The directors of the Company have
no direct or indirect interest in the said bonus shares except to the extent of their share holding.
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Directors' Report
The Directors of the Company are pleased to present the financial results of the Company for the year ended
30 June 2008.
q Economic Environment
The Country's economy experienced one of the most challenging times during the year with political instability
prior to & following general elections combined with the uncertainty in fiscal & monetary policies which posed
a risk to the economy. A GDP growth of 5.8 per cent could be achieved during the year which is significantly
lower than the growth of 7.0 per cent in the fiscal year 2006-07.
q Company Overview
Profitability of the Company has been negatively affected mainly as to the product mix changes, with lower price
category brands growing more than premium. The second & third quarter saw a lot of disruptions in trading
activities due to law & order situation thus overall sales volume were adversely hit. Unprecedented input cost
increases & rupee devaluation particularly in the second half of the year increased the cost of doing business.
The profit after tax of the Company has declined to Rs 24 mn as compared to Rs 40.6 mn last year.
q Financial Review
The Company achieved gross sales of Rs 1.391 bn as against Rs 1.149 bn registering a growth of 21% over last
year. However, overall sales volume decreased by 3.7% due to the political & economic scenario mentioned
above.
The cost of sales increased by 25.3% during the period under review due to the unprecedented price hike in
the costs of raw materials in the international market. However, the gross profit has improved by 7.2% to Rs
285.744 mn supported by the Company pricing strategy.
The selling and distribution expenses increased by 16% due to increased marketing expenditure in order to
support frequent price changes.
The administrative expenses have increased by 12.8% during the period under review mainly due to one-time
downsizing costs.
The financial cost has doubled during the year under review as compared to the same period last year due to
the increase in working capital requirements This was further aggravated with the upward revisions in KIBOR
rate by the scheduled banks.
The book value of the share has appreciated from Rs 49.93 to Rs 53.80 and the market value as on 30 June
2008 was Rs 153 as compared to Rs 150 on 30 June 2007.
The liquidity position of the Company is sound as is evident from the current ratio of 1.45:1
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q Operating Results
The Company has earned an operating profit of Rs 40.76 mn during the period under review. Profit and loss
for the year ended 30 June 2008 is as follows:
2008 2007
(Rs '000)
Profit before taxation 36,879 62,122
Earning per share for the year under review is Rs 5.47 as compared to Rs 9.23 (Restated) last year.
q Dividend
The Directors are pleased to propose a final cash dividend of Re 1 per share (10 %) on the face value of
shares & 10% bonus shares i.e . 1 share for every 10 held.
q Capital Structure
Shareholders' funds at the year end aggregated to Rs. 236.7mn (2007: Rs.219.7mn) with retained profits &
excludes the effect of recommended dividend pay-out.
The Company achieved a significant milestone in the month of June '08 whereby 12 out of the 15 ERP modules
have started running parallel with the legacy systems. The remaining modules are expected to be functional by
half-year end & the Company is looking forward to commence a fully integrated ERP system from January 2009
onwards.
The IT function is also working on low-cost home made solutions to technology needs like in-house development
of intra-net facility with dedicated workspaces for teams working on different projects as well as on-line availability
of Company systems & procedures with restricted access to relevant staff.
q Marketing Review
The Year 2007-08 had been a very challenging one for the industry with respect to business, where unpredictable
market condition with continuous instability in prices prevailed. Volatility in market place, increasing raw material
prices and shifting consumer preferences to popular and discounted segments were witnessed.
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Capri's new line-up under the "Natural Skin Care and Wellness Range" platform was very well received by the
consumers. Recent addition to the range proved to be a success and added to the equity of the brand. Popular
segment brands; Palmy and Opal cumulatively registered growth of 9% and improved market share. Consistent
support to the brands through Above the Line and Trade level activities carried out year round ensured maximum
recall, availability and prominent displays of the brands.
q Supply Chain
During the year, Overall International commodity markets went into unprecedented price hike. Prices of basic
raw materials jumped by 45% on an average over last year & all auxiliary chemicals followed the same pattern.
Our strategy is to utilize cost effective and alternate materials to build flexibility in raw materials.
Ever highest Crude oil prices spurred world wide inflation, 10% increase in power tariff coupled with 6% increase
in gas tariff. Freight & logistics costs (both inbound & outbound) escalated to an average 24%. Industry went
through worst energy crisis resulting in severe loss of production.
Our key strategy is to increase productivity and cost efficiency with in Supply chain functions through inventory
management to improve cash to cash cycle and reduce logistic cost through load management. Finishing lines
productivity increased by 10% during the period under review.
q Human Resource
Our strategy is to attract, develop and retain the depth and diversity of talent needed to execute our business
strategy. In order to achieve the desired results, the Company has the focus to create a culture of High
Performance by implementing new performance management system throughout ZIL.
The company's focus is to train and develop employees for future challenges based on our Competencies
framework. The employees are trained through in-house training programs, external trainers and other reputable
training institutes with modern training techniques.
We strive to maintain highest standards of excellence inculcate highest ethical values and Core ZIL behavior
in all our employees and encourage continuous learning. As our corporate responsibility we also provide the
learning opportunities to students from various disciplines to get exposure in their chosen fields and help them
prepare for future business challenges.
q Future Outlook
Considering the extremely volatile & changing economic as well as political scenario in the region, the Company
is preparing itself to tackle contingencies with strict enforcement of cost saving measures in the process as well
as operational functions. The Company is continuously working on alternates for substitution in the production
process thereby reducing input costs without compromising on product quality.
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The Company is planning to launch new products in the home & personal care category to give value & choice
to consumers. The popular & discounted segment would also remain in spotlight through launching of various
marketing activities.
The Company is confident that with the strategy to strengthen its position through diversification, it will achieve
profitable results.
The Company is operating a funded Provident Fund and now an approved Gratuity Scheme. The provident fund
has been appropriately invested in the Government securities and is audited annually by independent auditors.
The value of investments of Provident Fund as per the accounts for the year ended 30 June 2008 is Rs. 63 mn.
q Audit Committee
The Board of Directors in compliance to the Code of Corporate Governance has established an Audit Committee
and the following non-executive directors are its members:
q Auditors
The present auditors, KPMG Taseer Hadi & Co., Chartered Accountants are due to retire and being eligible, offer
themselves for reappointment for the year 2008-09.
Acknowledgements
The Directors would like to express their gratitude to the shareholders, distributors & bankers for their continued
support and encouragement and also place on record their appreciation of the valuable services rendered by
the officers, staff and field force of the Company.
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Statement of Compliance
with the Code of Corporate Governance
This statement is being presented to comply with the Code of Corporate Governance contained in the Listing Regulations of
Karachi and Lahore Stock Exchanges for the purpose of establishing a frame work of good governance,
whereby a listed company is managed in compliance with the best practices of Corporate Governance.
The Company has applied the principles contained in the Code in the following manner:
1 The Company encourages representation of independent non-executive directors and directors representing minority
interests on its Board of Directors. At present the Board includes at least seven independent non-executive directors.
2 The directors have confirmed that none of them is serving as a director in more than ten listed companies, including this
Company.
3 All the resident directors of the Company are registered as taxpayers and none of them has defaulted in payment of any
loan to a banking company, a Development Financial Institution or a Non Banking Finance Institution or being a member
of a stock exchange, has been declared as a defaulter by that stock exchange.
5 The Company has prepared a 'Statement of Ethics and Business Practices', which has been signed by all the directors and
management employees of the Company.
6 The Board has developed a vision / mission statement. Overall corporate strategy and significant policies of the Company
are in the process of development and maintaining a complete record of particulars of significant policies along with the
dates on which they were approved or amended.
7 All the powers of the Board have been duly exercised and decisions on material transactions, including appointment and
determination of remuneration and terms and conditions of employment of the Chief Executive and other executive
directors, have been taken by the Board.
8 The meetings of the Board were presided over by the Chief Executive as Chairman duly elected by the Board for this
purpose and the Board met at least once in every quarter. Written notices of the Board meetings, along with agenda and
working papers, were circulated at least seven days before the meetings .The minutes of the meetings were appropriately
recorded and circulated.
9 The majority of the Directors are conversant with their duties and responsibilities under the relevant laws applicable to
Company and provisions of Code of Corporate Governance. Nevertheless, an orientation course for all the Directors is
planned to be conducted shortly to acquaint them with their duties and responsibilities under the relevant laws.
10 There was no new appointment of Chief Financial Officer, Company Secretary and Internal Auditor during the year. The
remuneration and the terms and conditions of the employment of Chief Financial Officer, Company Secretary and Internal
Auditor, as determined by the Chief Executive, were approved by the Board in the earlier year.
11 The directors' report for this year has been prepared in compliance with the requirements of the Code and fully describes
the salient matters required to be disclosed.
12 The financial statements of the Company were duly endorsed by Chief Executive and Chief Financial Officer before approval
of the Board.
13 The directors, Chief Executive and executives do not hold any interest in the shares of the Company other than that
disclosed in the pattern of shareholding. During the period under review, notification has been received from the Director
/ CE for buying shares of the Company and would be placed before the Board by the Company Secretary and the Secretary
has ensured that the relevant conditions of the Code have been complied with.
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14 The Company has complied with all the corporate and financial reporting requirements of the Code.
15 The Board has formed an audit committee. It comprises three members, who are non-executive directors including the
chairman of the committee.
16 The meetings of the audit committee were held at least once in every quarter prior to approval of interim and final results
of the Company and as required by the Code. The terms of reference of the committee have been formed and advised
to the committee for compliance.
17 The Board has outsourced the internal audit function to M/s. M.Yousuf Adil Saleem & Co., Chartered Accountants who
are considered suitably qualified and experienced for the purpose and are conversant with the policies and procedures of
the Company and they (or their representatives) are interested in the internal audit function on a full time basis.
18 The statutory auditors of the Company have confirmed that they have been given a satisfactory rating under the quality
control review program of the Institute of Chartered Accountants of Pakistan, that they or any of the partners of the firm,
their spouses and minor children do not hold shares of the Company and that the firm and all its partners are in compliance
with International Federation of Accountants (IFAC) guidelines on code of ethics as adopted by Institute of Chartered
Accountants of Pakistan.
19 The statutory auditors or the persons associated with them have not been appointed to provide other services except
in accordance with the listing regulations and approval from the Securities and Exchange Commission of Pakistan and the
auditors have confirmed that they have observed IFAC guidelines in this regard.
20 We confirm that all other material principles contained in the Code have been complied with.
Directors' Statement
a. The financial statements prepared by the management present a true and fair state of affairs of the Company.
b. Proper books of accounts have been maintained.
c. Appropriate accounting policies have been consistently applied in preparation of the financial statements and
accounting estimates are based on reasonable and prudent judgment, except for the following:
. Dividends declared subsequent to the balance sheet date are considered as a non-adjusting event and are not
recognized in the financial statements as liability.
d. International Accounting Standards, as applicable in Pakistan, have been followed in the preparation of financial
statements and any departure there from has been adequately disclosed.
e. The system of internal control is sound in design and has been effectively implemented and monitored.
f. There is no significant doubt upon the Company's ability to continue as a going concern.
g. There has been no material departure from the best practices of corporate governance, as detailed in the listing
regulations.
Five meetings of the Board of Directors of the Company were held during the year and following was the attendance
of the directors:
There are no outstanding statutory payments on account of taxes, duties, levies and charges except of a normal and
routine nature.
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Net Sales Revenue 536,443 622,019 713,977 845,189 912,698 920,597 1,105,489
Cost Of Goods Sold 438,080 480,627 553,575 674,201 638,651 655,043 819,745
Gross Profit 98,363 141,392 160,402 170,988 274,047 265,554 285,744
Operating Profit & Loss 21,668 31,260 55,869 69,067 92,670 63,992 40,761
Profit/(Loss) Before Tax 25,239 33,530 53,571 63,897 89,512 62,122 36,879
Profit/(Loss) Before Tax 16,106 21,548 34,767 42,132 58,337 40,619 24,050
Paid Up Capital 40,000 40,000 40,000 40,000 40,000 40,000 44,000
Current Assets 143,084 202,027 203,750 217,037 266,140 256,995 346,023
Current Liabilities 85,863 127,608 155,479 138,608 173,222 161,037 239,025
Current Ratio
400,000
350,000
300,000
250,000
Current Liabilities
200,000
Current Assets
150,000
100,000
50,000
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1,000,000
Rs in (000)
800,000
600,000
400,000
200,000
1,000,000
800,000
600,000
400,000
200,000
Years
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Shareholders Equity
236,724
250,000 219,710
196,854
200,000
149,572
Rs in (000)
150,000 114,167
100,000 77,664
50,000
-
2002- 2003- 2004- 2005- 2006- 2007-
2003 2004 2005 2006 2007 2008
Years
Shareholders Equity
8
6
4
2
-
2002 - 2003 - 2004 - 2005 - 2006 - 2007 -
2003 2004 2005 2006 2007 2008
Years
Stock Dividend Per Share Cash Dividend Per Share Earning Per Share
200,000
150,000
100,000
50,000
-
2002 -2003 2003 -2004 2004 -2005 2005 -2006 2006 -2007 2007 -2008
Years
Gross Profit Profit/(Loss)Before Tax Profit/(Loss) After Tax
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We have reviewed the Statement of Compliance with the best practices contained in the Code of Corporate Governance
prepared by the Board of Directors of Zulfeqar Industries Limited to comply with the Listing Regulation of the Stock
Exchanges, where the Company is listed.
The responsibility for compliance with the Code of Corporate Governance is that of the Board of Directors of the
Company. Our responsibility is to review, to the extent where such compliance can be objectively verified, whether
the Statement of Compliance reflects the status of the Company's compliance with the provision of the Code of
Corporate Governance and report if it does not. A review is limited primarily to inquiries of the Company personnel
and review of various documents prepared by the Company to comply with the Code.
As part of our audit of financial statements we are required to obtain an understanding of the accounting and internal
control systems sufficient to plan the audit and develop an effective audit approach. We have not carried out any special
review of the internal control system to enable us to express an opinion as to whether the Board's statement on
internal control covers all controls and the effectiveness of such internal controls.
Based on our review, nothing has come to our attention, which causes us to believe that the Statement of Compliance
does not appropriately reflect the Company's compliance, in all material respects, with the best practices contained
in the Code of Corporate Governance as at 30 June 2008.
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We have audited the annexed balance sheet of Zulfeqar Industries Limited ("the company") as at 30 June 2008 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, prepare and present
the above said statements in conformity with the approved accounting standards and the requirements of the Companies Ordinance,
1984. Our responsibility is to express an opinion on these statements based on our audit.
We conducted our audit in accordance with the auditing standards as applicable in Pakistan. These standards require that we plan
and perform the audit to obtain reasonable assurance about whether the above said statements are free of any material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the above said statements. An
audit also includes assessing the accounting policies and significant estimates made by management, as well as, evaluating the overall
presentation of the above said statements. We believe that our audit provides a reasonable basis for our opinion and, after due
verification, we report that:
a) in our opinion, proper books of account have been kept by the Company as required by the Companies
Ordinance, 1984;
b) in our opinion:
i) the balance sheet and profit and loss account together with the notes thereon have been drawn up in conformity
with the Companies Ordinance, 1984 and are in agreement with the books of account and are further in accordance
with accounting policies consistently applied;
ii) the expenditure incurred during the year was for the purpose of the Company's usiness; and
iii) the business conducted, investments made and the expenditure incurred during the year were in accordance with
the objects of the Company;
c) in our opinion and to the best of our information and according to the explanations given to us, the balance sheet, profit
and loss account, cash flow statement and statement of changes in equity together with the notes forming part thereof
conform with approved accounting standards as applicable in Pakistan, and, give the information required by the Companies
Ordinance, 1984, in the manner so required and respectively givea true and fair view of the state of the Company's affairs
as at 30 June 2008 and of the profit, its cash flows and changes in equity for the year then ended; and
d) in our opinion, Zakat deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980), was deducted by
the Company and deposited in the Central Zakat Fund established under section 7 of that Ordinance.
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Balance Sheet
As at 30 June 2008
CURRENT ASSETS
Stores and spares 9 6,871 5,880
Stock-in-trade 10 258,767 134,432
Short term investments - 27,930
Trade debts 11 10,633 4,726
Advances, prepayments and other receivables 12 35,591 24,960
Cash and bank balances 13 34,161 59,067
346,023 256,995
CURRENT LIABILITIES
Trade and other payables 15 209,622 148,499
Taxation 16 29,403 12,538
239,025 161,037
NET CURRENT ASSETS 106,998 95,958
NET ASSETS 405,328 397,969
FINANCED BY
NON-CURRENT LIABILITIES
Long term deposits 450 450
Deferred staff liabilities 19 50,505 51,574
Deferred tax liability- net 20 34,670 38,706
85,625 90,730
405,328 397,969
The annexed notes from 1 to 35 form an integral part of these financial statements.
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(Rupees in '000)
(Restated)
Earnings per share 29 5.47 9.23
The annexed notes from 1 to 35 form an integral part of these financial statements.
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Adjustments for:
Mark-up expense 28 3,882 1,870
Depreciation / amortisation 4.4 26,835 23,556
Provision for gratuity 19.3 4,072 6,085
Provision for staff retirement benefits 19.3 4,580 3,000
Loss on disposal of investments 89 400
Return on investments (352) (1,835)
Mark-up on short term investments (713) (882)
Dividend income (129) (281)
(Gain) / loss on disposal of fixed assets (382) 112
37,882 32,025
Operating profit before working capital changes 74,761 94,147
(26,014) (24,122)
The annexed notes from 1 to 35 form an integral part of these financial statements.
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Loss on remeasurement of
available-for-sale investments
(recognised directly in equity) - - - - (414) (414)
Total recognised income for the year - - 43,270 43,270 (414) 42,856
Loss on remeasurement of
available-for-sale investments
(transferred to profit and loss
account on sale) - - - - 414 414
Total recognised income for the year - - 28,600 28,600 414 29,014
The annexed notes from 1 to 35 form an integral part of these financial statements.
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Zulfeqar Industries Limited ("the Company") was incorporated as a private limited company in February 1960 under the
Companies Act, 1913 (now the Companies Ordinance, 1984) and was subsequently converted into a public limited company
in November 1986. Its shares are listed on the Karachi and Lahore Stock Exchanges. The principal activity of the Company
is the manufacture and sale of home and personal care products.
The registered office of the company is situated at 3rd Floor, Kandawala Building, M.A. Jinnah Road, Karachi.
2. BASIS OF PREPARATION
These financial statements have been prepared in accordance with approved accounting standards as applicable in
Pakistan. Approved accounting standards comprise of such International Financial Reporting Standards (IFRS) issued
by the International Accounting Standards Board as are notified under the Companies Ordinance, 1984, provisions
of and directives issued under the Companies Ordinance, 1984. In case requirements differ, the provisions of, or
directives issued under the Companies Ordinance, 1984 shall prevail.
During the year, amendments to International Accounting Standards (IAS) 1, Presentation of Financial Statements
relating to capital disclosures became effective and have resulted in certain disclosures. The related disclosures have
been made in note 31.6 to the financial statements.
2.3 New accounting standards, interpretations and amendments that are not yet effective
The following standards, amendments and interpretations of approved accounting standards, effective for accounting
periods beginning on or after 1 July 2008 are either not relevant to Company's operations or are not expected to
have significant impact on the Company's financial statements other than certain increased disclosures:
IFRS 2 (amendment)-Share-based payments. IFRS 2 clarifies the vesting conditions and cancellations in the share-
based payment arrangement.
IFRS 3 (amendment)-Business Combinations and consequential amendments to IAS 27- Consolidated and separate
financial statements, IAS 28-Investment in associates and IAS 31-Interest in Joint Ventures.
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Revised IAS 23-Borrowing costs. Amendments relating to mandatory capitalisation of borrowing costs relating to
qualifying assets.
IFRIC 14-IAS 19- The Limit on Defined Benefit Asset, Minimum Funding Requirements and their interaction
These financial statements have been prepared under the historical cost convention, except that certain fixed assets
(refer note 4) are carried at revalued amounts.
These financial statements are presented in Pakistani Rupee which is the Company's functional currency and
rounded off to nearest thousand rupees.
The preparation of financial statements in conformity with approved accounting standards, as applicable in Pakistan,
requires management to make judgments, estimates and assumptions that affect the application of policies and the
reported amounts of assets, liabilities, income and expenses.
The estimates and associated assumptions are based on historical experience and various other factors that are
believed to be reasonable under the circumstances, the results of which form the basis of making the judgments
about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the revision affects only that period or in the period of
the revision and future periods if the revision affects both current and future periods.
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Judgments made by management in the application of approved accounting standards, as applicable in Pakistan, that have
significant effect on the financial statements and estimates with a significant risk of material judgment in the next year are
as follows:
Income taxes
In making the estimates for income taxes currently payable by the Company, the management considers the current income
tax law and the decisions of appellate authorities on certain issues in the past.
Certain actuarial assumptions have been adopted (as disclosed in note 19 to these financial statements) for the actuarial
valuation of staff gratuity and retirement benefits. Changes in these assumptions in future years may affect the liability under
these schemes in those years.
Provisions
Provisions for impairment loss against doubtful trade debts, slow moving stores and spares and obsolete stock-in-trade
are made on judgmental basis, which provision may differ in the future years based on the actual experience. The difference
in provision if any would be recognised in the future years.
The Company's management determines the estimated useful lives and related depreciation charge for its plant and
equipment. The estimates for revalued amounts of land, buildings and plant and machinery are based on a valuation carried
out by an external professional valuer of the Company. The Company reviews the value of the assets for possible impairment
on an annual basis. Any change in the above estimates, in future years might affect the carrying amounts of the respective
items of property, plant and equipments with a corresponding affect on the depreciation charge and impairment.
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The Company also makes provision in the financial statements for its liability towards compensated absences based
on the leaves accumulated up to the balance sheet date in accordance with the service rules.
3.3 Taxation
i) Current
Provision for current taxation is based on taxable income at the current rates of taxation after taking into
account available tax credits and tax rebates.
ii) Deferred
Deferred taxation is recognised, using the balance sheet liability method, providing for all temporary differences
between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used
for taxation purposes. The amounts of deferred tax recognised is based on the expected manner of the
realisation or settlement of the carrying amount of assets and liabilities, using rates of taxation enacted or
substantially enacted at the balance sheet date.
Deferred tax assets are recognised for all deductible temporary differences and unused tax losses, to the
extent that it is probable that taxable profit will be available against which the deductible temporary differences
and unused tax losses can be utilised. Deferred tax assets, are reduced to the extent that they are no longer
probable that the related tax benefit will be realised.
Deferred tax is recognised in the profit and loss account except to the extent that it relates to surplus on
revaluation of property, plant and equipment and surplus on revaluation of 'Available-for-sale' investments,
in which case it is recognised in the surplus on revaluation accounts.
i) Owned
Property, plant and equipment (including capital spares in hand) are stated at cost less accumulated depreciation
and impairment losses, if any, except that building and plant, machinery and equipments are stated at revalued
amounts less accumulated depreciation and impairment losses, if any. Freehold land is stated at its revalued
amount.
Depreciation on fixed assets, other than freehold land, is charged under the reducing balance method at rates
specified in note 4. Depreciation on addition is charged from the month the asset is available for use, and
no depreciation is charged from the month in which the asset is disposed off.
Assets, which have been fully depreciated, are retained in the books at a nominal value of Re.1.
Gains or losses on disposal of fixed assets, if any, are taken to profit and loss account currently.
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Normal repairs and maintenance is charged to expenses, as and when incurred. Major renewals and
improvements are capitalized and the assets so replaced, if any, are retired.
Surplus on revaluation of building and plant, machinery and equipments to the extent of incremental depreciation
charged there on is transferred from surplus on revaluation of building and plant, machinery and equipments
to retained earnings (unappropriated profit), net of deferred tax.
ii) Leased
Leases in terms of which the Company assumes substantially all the risk and rewards of ownership are
classified as finance leases. Assets acquired by way of finance lease are stated at an amount equal to the lower
of present value of minimum lease payments under the lease agreements and the fair value at the inception
of the lease less accumulated deprecation and impairment losses, if any. Finance charge on lease obligations
is recognised in the profit and loss account over the lease term in a manner so as to provide a constant
periodic rate of charge on the outstanding balance.
Depreciation on leased assets is charged in the same manner as the owned assets.
Capital work-in-progress is stated at cost (less impairment losses, if any) and represents expenditure on fixed
assets in the course of construction and installation and advances for capital expenditure. Transfers are made
to relevant operating fixed assets category as and when the assets are available for intended use.
Intangible assets (comprising of computer softwares) are stated at cost less accumulated amortisation and impairment
losses, if any. Intangible assets are amortised under the straight line method at the rate of thirty percent per annum.
Cost that are directly associated with identifiable software products and have probable economic benefit beyond
one year are recognised as intangible assets.
Cost associated with maintaining computer software products are recognised as an expense when incurred.
3.6 Investments
All investments are initially recognized at cost, being the fair value of the consideration given including the transaction
costs associated with the investment.
Available-for-sale
Investments that are not held either for trading or held till maturity, and that are held for an undefined period and
may be sold in response to the need for liquidity or changes in market rates are classified as available-for-sale. These
are initially recognized at cost inclusive of transaction costs and subsequently measured at market rate using the
rate quoted on the stock exchange at the close of the financial year. Gains or losses on remeasurement of available-
for-sale investments are recognised directly in equity until the investments are sold / disposed-off or impaired or
until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported
in equity is included in income.
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Held-to-maturity
Investments with a fixed maturity where the Company has the positive intent and ability to hold to maturity
are classified as held-to-maturity investments. Held-to-maturity investments are carried to amortised cost using
the effective interest rate method.
Purchases and sales of investments are recognised on trade date i.e. the date on which the Company commits
to purchase or sell the asset.
These are stated at lower of cost and net realizable value. Cost is determined under moving average
method.Cost of items in transit comprises of invoice value plus other charges incurred thereon.
3.8 Stock-in-trade
These are valued at lower of cost and net realisable value. Cost is determined under the following bases.
Cost of finished goods consists of materials, labour and applicable production overheads. However, the
work- in- process is valued at material cost only as conversion costs are immaterial.
Net realisable value signifies the estimated selling price in the ordinary course of business less estimated
cost of completion and selling expenses.
These are stated at cost less impairment losses, if any. Full provision is made against the impaired debts.
Debts considered as irrecoverable are written off.
Transactions in foreign currencies are translated into Pakistani Rupees at the exchange rates prevailing
at the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated
into Pakistani Rupees at rates of exchange prevailing at the balance sheet date. Exchange gains and losses
are included in income currently.
3.11 Provisions
A provision is recognised in the balance sheet when the Company has a legal or constructive obligation
as a result of a past event, it is probable that an outflow of resources embodying economic benefits will
be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Cash and cash equivalents for cash flow purposes include cash in hand and with banks, short-term running
finances under mark-up arrangements and short-term highly liquid investments that are readily convertible
to known amounts of cash and subject to insignificant risk of changes in value.
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3.14 Impairment
The carrying amounts of the assets are reviewed at each balance sheet date to determine whether there
is any indication of impairment loss. If any such indication exists, the recoverable amount of such assets
is estimated and impairment losses are recognised in the profit and loss account.
All the financial assets and liabilities are recognised at the time when the Company becomes a party to
the contractual provisions of the instrument. Any gain or loss on derecognition of financial assets and
financial liabilities is taken to profit and loss account currently.
A financial asset and financial liability is offset and the net amount is reported in the financial statements
only when there is a legally enforceable right to set-off the recognised amount and the Company intends
either to settle on a net basis, or to realise the assets and to settle the liabilities simultaneously.
Liabilities for trade and other amounts payable are recognized and carried at cost which is the fair value
of the consideration to be paid in future for goods and services received.
3.18 Mark-up bearing borrowings
Mark-up bearing borrowings are recognized initially at cost, less attributable transaction costs. Subsequent
to initial recognition, mark-up bearing borrowings are stated at original cost less subsequent repayments,
while the difference between the cost (reduced for periodic payments) and redemption value is recognized
in the profit and loss account over the period of the borrowings on an effective mark-up basis.
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30 June 2007
COST AND REVALUATION Rate DEPRECIATION Written down
As at 1 Addition/ As at 30 % As at 1 For the (Disposal)/ Released As at 30 value as on
revaluation
July 2006 (disposal)/ June 2007 July 2006 year *Adjustment on June 2007 30 June 2007
*Adjustment revaluation
------------(Rupees in '000)------------ -------------------------------(Rupees in '000)-------------------------------
Owned
Freehold land 21,000 - 21,000 42,000 - - - - - - 42,000
Building on freehold land 16,461 - 4,242 20,703 10 3,100 1,336 - (4,436) - 20,703
Furniture and fixtures 3,525 5,443 - 8,867 10 2,036 345 (71) - 2,310 6,557
(101)
Vehicles 22,270 2,596 - 26,621 20 7,146 3,512 (761) - 11,721 14,900
2,910 1,824 -
(1,155)
157,136 64,698 25,242 306,217 28,033 18,992 (832) (29,052) 32,796 273,421
(1,256) * 15,655
60,397
Leased
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Vehicles
Daihatsu Cuore 2005 459 203 256 256 - Terms of employment Mr.Faisal Iqbal (Ex-employee)
Daihatsu Cuore 2007 474 90 384 384 - Terms of employment Mr.Sheikh Ahmed Akber (Ex-employee)
Suzuki Cultus 2006 590 201 389 420 31 Terms of employment Mr.Shafi Sheikh (Ex-employee)
Suzuki Bolan 2002 367 276 91 120 29 Terms of employment Mr.S Akber Zaidi (Ex-employee)
Suzuki Khyber 2005 270 126 144 170 26 Negotiation Mr.M. Naseem Khan
Honda Civic 2002 1,245 930 315 604 289 Negotiation Mr. Shiraz Shah
Suzuki Cultus 2002 555 388 167 182 15 Terms of employment Mr. Shibli Abdullah
Suzuki Mehran 2007 390 38 352 380 28 Insurance claim EFU General Insurance Limited
Items of net book value below
Rs. 50,000 each 2005 32 12 20 20 - Terms of employment Mr. Shibli Abdukllah
90 62 28 1 (27)
4.4 Depreciation on above property, plant and equipment and amortisation of intangible asset (note 5) and
a long term prepayment (note 6) for the year has been allocated as follows:
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2008 2007
(Rupees in 000)
Depreciation for the year on property, plant and equipment 4.1 25,738 22,514
Amortisation of intangible asset for the year 5 677 622
Amortisation of long term prepayment 6 420 420
26,835 23,556
4.5 Free hold land, building on free hold land, plant and machinery and equipment of the Company were
revalued as of 30 June 2007 by an independent valuer M/sIqbal A. Nanjee & Co., on the basis of market
value. This valuation was incorporated in the financial statements as of 30 June 2007 and resulted in a
surplus of Rs. 54.294 million before tax for that year (Rs. 21 million on free hold land, Rs. 8.678 million
on building on free hold land and Rs.24.616 million on plant,achinery and equipment). The details of
revalued amounts as of 30 June 2007 are as follows:
(Rupees in 000)
In addition to the above revaluation, the company had also arranged the revaluation of the above properties
in previous years which resulted in revaluation surplus as follows:
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4.6 Had the freehold land, buildings and plant and machinery not been revalued, the total carrying values as
at 30 June 2008 would have been as follows:
(Rupees in 000)
Free hold land 29
Buildings on free hold land 1,851
Plant, machinery and equipment 117,902
119,782
At 1 July 2,170 -
Additions 123 2,170
At 30 June 2,293 2,170
Amortisation
At 1 July 622 -
Charge for the year 677 622
At 30 June 1,299 622
This represents payment for a leasehold land located in Eastern Industrial Zone, Port Qasim Area.
The lease was executed on 9 March 2006 with Port Qasim Authority for a period of 50 years.
Amortisation
- Opening balance 840 420
- For the year 420 420
1,260 840
19,729 20,149
Deposits:
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2008 2007
8. LONG TERM LOANS TO EMPLOYEES
Considered good - secured (Rupees in 000)
8.1 The above mark-up free loans have been given to the non-executive employees for purchase of
motorcycles as per Company's Motor Cycle loan policy. These are recoverable in 36 to 52
equal monthly instalments. This balance is secured against the employees provident fund balance.
10. STOCK-IN-TRADE
11.1 Trade debts include mark-up free balance amounting to Rs. 0.139 million (2007: Rs. 0.235 million)
due from Treet Corporation Limited (a related party).
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2008 2007
12. ADVANCES, PREPAYMENTS AND
(Rupees in 000)
OTHER RECEIVABLES
14.1 At 30 June 2008, unutilised facilities for running finance under mark-up arrangements available from
certain banks aggregated to Rs. 242.87 million (2007: Rs. 219 million). These are secured under
mark-up arrangements against stock-in-trade items, booked debts and plant and machinery of the Company and
are valid up to 31March 2009.
14.2 At 30 June 2008, unutilised letter of credit facilities from certain banks amounted to Rs. 485.961 million
(2007: Rs. 469.57 million). These are secured against the import bills of the Company.
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2008 2007
15. TRADE AND OTHER PAYABLES
(Rupees in 000)
15.1.1 This represents mark-up free unsecured amount payable to Wazir Ali Industries Limited (a related
party) in respect of certain expenses incurred by them.
15.1.2 This represents insurance premiums payable to International General Insurance Company of
Pakistan Limited (a related party).
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2008 2007
16. TAXATION
(Rupees in 000)
16.1 Details of tax charge for the year
Current
- for the year 16,865 12,436
- for prior years - 9
16,865 12,445
Deferred
- for the year (1,586) 10,485
- Reversal relating to surplus on revaluation of fixed
assets 18 (2,450) (1,427)
(4,036) 9,058
12,829 21,503
Tax at the applicable tax rate of 35% (2007: 35%) 12,923 21,742
Effect of lower tax rate on dividend income (32) (84)
Tax effect of expenses that are not allowable in determining
the taxable income 232 210
Prior year - 9
Others (294) (374)
Tax expense 12,829 21,503
16.3 The income tax returns of the company have been finalised up to and including the financial year ended 30 June
2001, while returns for subsequent years up to the financial year ended 30 June 2006 have been
filed and are deemed to be assessed, under the Income Tax Ordinance, 2001, unless selected for audit by the
taxation authorities. Return for the tax year 2007 (financial year 2007) has been selected for audit
under section 177 of the Ordinance, however no assessment order has as yet been made. The manage ment is of
the view that there may not arise any material liability once this attains finality.
Further, the company has filed an appeal under section 170(1) of the Ordinance to claim a refund of Rs. 3.595
million for the tax year 2007. However, the large tax payers unit (LTU) by passing an order under section 170(4) of
the Ordinance has allowed a refund of Rs. 1.066 million only. In response to this order, the Company has further
filed an appeal for the remaining amount of Rs. 2.529 million to the Commissioner of Income Tax (Appeals) under
section 170(5) of the Ordinance and is confident that ultimately this would be decided in the Company's favour.
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At 30 June 2008, 933,308 (2007: 848,462) shares of the company were held by associated companies.
The Company operates an unfunded scheme to provide gratuity to the permanent employees on
retirement. The Company also operates an unfunded retirement benefit scheme for eligible employees on cessation
of employment on the following grounds:
- Death
- Retirement
- Early retirement or resignation
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The latest actuarial valuation of the above retirement benefit schemes was carried out as at 30 June 2008 under
the Project Unit Credit Method. Principal actuarial assumptions used in the valuation of the schemes are as
follows:
Gratuity Scheme Staff retirement benefits
scheme
2008 2007 2008 2007
% % % %
-----------------------(Rupees in '000)-----------------------
Valuation discount rate 12 10 12 10
Salary increase rate 12 10 12 10
19.2 Payable to defined benefit schemes
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Deferred tax liability comprises of (deductible) / taxable temporary differences in respect of the following:
21.1 Contingencies
21.1.1 Bank guarantees have been issued in favour of Sui Southern Gas Company Limited for the supply of gas
aggregating Rs. 7.02 million (2007: Rs. 7.02 million).
21.1.2 Post dated cheques of Rs.49.067 million (2007: Rs.20.140 million) have been issued to Collector of Customs.
21.2 Commitments
21.2.1 Commitments under letters of credit for the import of stock in trade items at 30 June 2008 amounted to Rs.
1.095 million (2007: Rs. 57.738 million).
21.2.2 Aggregate commitments for capital expenditure as at 30 June 2008 amounted to Rs.1.001 million
(2007: Rs. 0.563 million).
22. NET SALES 2008 2007
(Rupees in 000)
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2008 2007
23. COST OF SALES
(Rupees in 000)
23.2 Salaries, wages and other benefits include Rs. 7.262 million (2007: Rs. 7.653 million) in respect of the
accrual for defined benefit obligations of the Company.
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2008 2007
24. SELLING AND DISTRIBUTION COST (Rupees in 000)
Salaries, wages and other benefits 24.1 36,781 32,526
Fuel and power 159 86
Contribution to the provident fund 878 739
Repairs and maintenance 1,123 982
Rent, rates and taxes 844 846
Depreciation 4.4 1,642 1,358
Professional fee 278 327
Postage and telegram 1,849 1,879
Printing and stationery 1,220 1,040
Travelling and conveyance 8,770 8,188
Insurance 2,365 2,123
Advertising 109,284 89,280
Freight, distribution and handling 27,091 27,019
Product research and development 3,317 2,919
Other expenses 1,545 563
197,146 169,875
24.1 These include Rs. 0.717 million (2007: Rs. 0.617 million) in respect of the accrual for defined benefit obligations of
the Company.
25.1 These include Rs. 0.673 million (2007: Rs. 0.815 million) in respect of the accrual for defined benefit obligations of
the Company.
25.2 The directors and their spouses did not have any interest in the donee fund.
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2008 2007
(Rupees in 000)
26. OTHER OPERATING INCOME
Mark-up on:
Running/demand finance 3,363 531
Worker's Profit Participation Fund 15.3 97 89
Lease arrangements - 807
Bank charges and commission 422 443
3,882 1,870
2008 2007
29. EARNINGS PER SHARE (Rupees in 000)
The number of shares for prior year have also been adjusted for the effect of bonus shares issued during the
year.
No figure for diluted earnings per share has been presented as the company has not issued any instrument
which would have an impact on earnings per share when exercised.
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Number of persons 1 1 - 1 5 3
30.1 Aggregate amount charged in these accounts for director's fee paid to non-executive directors was Rs.
0.12 million (2007: Rs 0.02 million).
30.2 In addition to the above, the chief executive, a director and certain executives are provided with free use
of Company maintained vehicles in accordance with the Company's policy.
Information about the Company's exposure to mark-up / profit rate risk based on contractual repricing
and maturity dates, whichever is earlier at 30 June 2008, is as follows:
2008
Effective Total Mark-up / profit bearing Non-
profit / Sub-total mark-up/
mark-up Maturity Maturity from Maturity from profit
rate % upto three three months one year to bearing
months to one year five years
Financial assets ------------------------------(Rupees in '000)------------------------------
Financial liabilities
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2007
Effective Mark-up / profit bearing Non-
profit / Sub-total mark-up/
mark-up Maturity Maturity from Maturity from profit
Total upto three three months one year to
rate % bearing
months to one year five years
Financial assets ------------------------------(Rupees in '000)------------------------------
Financial liabilities
(a) On-balance sheet gap represents the net amounts of on-balance sheet items.
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause
the other party to incur a financial loss without taking into account the fair value of any collateral. The
Company attempts to control credit risk by monitoring credit exposures, limiting transactions with specific
counterparties and continuously assessing the credit worthiness of counterparties.
Concentration of credit risk arises when a number of counter parties are engaged in similar business
activities or have similar economic features that would cause their ability to meet contractual obligations
to be similarly affected by changes in economics, political or other conditions. Concentrations of credit
risk indicate the relative sensitivity of the Company's performance to developments affecting a particular
industry.
All the financial assets of the Company, except cash in hand of Rs. 0.102 million (2007: Rs. 0.015 million)
and investment in listed equity shares of Rs. Nil (2007: Rs. 2.930 million), are exposed to credit risk. The
Company believes that it is not exposed to any major concentration of credit risk. The Company seeks
to minimise concentration of credit risk exposure through having exposure only to customers considered
credit worthy, obtaining securities where applicable and makes provision against those balances considered
doubtful of recovery.
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31.3 Foreign exchange risk management and hedges of anticipated future transactions.
Foreign currency risk is the risk that the value of a financial asset or a liability will fluctuate due to a change in foreign
exchange rates. It arises mainly where receivables and payables exist due to transactions entered into foreign
currencies. In appropriate cases, the management takes out forward foreign exchange contracts to mitigate the risk.
Financial liabilities include Rs. 58.826 million (2007: Rs. 41.42 million) which are subject to currency risk exposure.
No financial asset is exposed to foreign exchange risk.
Liquidity risk is the risk that an entity will encounter difficulty in raising fund to meet commitments
associated with financial instruments. The Company closely monitors its liquidity and cash flow position.
This includes maintenance of balance sheet ratios, debtors and creditors concentration both in terms
of the overall funding mix and avoidance of undue reliance on large individual customers.
The carrying values of all financial assets and liabilities reflected in the financial statements approximate to their
fair values.
The objective of the Company when managing capital is to safeguard its ability to continue as a going
concern so that it can continue to provide returns for shareholders and benefits for other stakeholders;
and to maintain a strong capital base to support the sustained development of its businesses.
The Company manages its capital structure by monitoring return on net assets and makes adjustments
to it in the light of changes in economic conditions. In order to maintain or adjust the capital structure,the
Company may adjust the amount of dividend paid to the shareholders or issue new shares.
Due to the growing competition and easy availability of foreign brands of soap, the assessed plant capacity could not be
fully utilized.
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The related parties comprise Wazir Ali Industries Limited, Treet Corporation Limited, International General Insurance
Company of Pakistan Limited, Employees Provident Fund, directors and key management personnel. The details of transactions
with related parties, are as follows:
2008 2007
(Rupees in000)
Associated Companies
The details of balances with related parties are disclosed in notes 11 and 15.1 to these financial statements.
33.1 Contribution to the provident fund is made in accordance with the requirements of staff service rules.
33.2 The details of other transactions with key management personnel in accordance with their terms of employment
are given in note 30 (refer note 30.3 also).
33.3 Other transactions with the related parties are at agreed terms.
The Board of Directors in its meeting held on 16 September 2008 has proposed a cash dividend of Re 1 per share
(2007: Rs. 3.0 per share) amounting to Rs 4.40 million (2007: Rs 12 million) and bonus share issue in the proportion of 1
share for every 10 share held amounting to Rs.4.40 million (2007: Rs.4 million) for approval by the members of the com-
pany in forthcoming Annual General Meeting.
The financial statements for the year ended 30 June 2008 do not include the effect of the proposed cash dividend and
bonus issue, which will be accounted for in the financial statements for the year ending 30 June 2009.
35. GENERAL
35.1 Comparative figure of Rs. 1.024 million has been reclassified from purchases to other operating expenses.
35.2 These financial statements were authorised for issue in the Board of Directors meeting held on 16 September 2008.
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Pattern of Shareholding
As of 30 June 2008
Categories of Shareholders
As of 30 June 2008
ASSOCIATED COMPANIES
International General Insurance Co. of Pak. Ltd 1 143,134 3.2530
Treet Corporation Ltd 2 790,174 17.9585
N.B.P - TRUSTEE DEPTT. ( NIT ) 2 571,879 12.9973
BANK, MUTUAL FUND & INSURANCE COMPANY 3 54,033 1.2280
JOINT STOCK COMPANIES 15 248,018 5.6368
SHAREHOLDERS HOLDING TEN PERCENT OR
MORE VOTING INTEREST IN THE COMPANY
Mrs. Fakhre Jehan Begum 1 487,380 11.0768
INDIVIDUALS 1060 647,701 14.7205
OTHERS 2 1,501 0.0341
1107 4,400,000 100.0000
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FORM OF PROXY
The Secretary
Zulfeqar Industries Limited
3rd Floor Kandawala Building
M. A . Jinnah Road, Karachi
I/We .........................................................................................................................................................................
of ...................being a member of ZULFEQAR INDUSTRIES LIMITED and holding ...............................
ordinary shares as per Share Register Folio No...........and / or CDC Participant I.D. No ...................
and Sub-Account No...................................hereby appoint.............................................................................
of...........................................or failing him ............................................of ......................................................as
my proxy to vote for me and on my behalf at the Annual General Meeting of the Company to be
held on Monday, 27 October 2008 at 02.00 p.m at Pakistan Society for Training and Development,
Plot No. TC-3, 34th Street, Phase V (Extension), Defence Housing Authority Karachi, Pakistan and
at any adjournment thereof.
Witnesses:
1. Signature:
Name: Signature on
Address: Rupees Five
Revenue Stamp
CNIC or - -
Passport No.
The Signature should agree
with the specimen registered
2. Signature: with the Company.
Name:
Address:
Notes:
The instrument appointing a proxy must be received at the registered office of the Company not less than
forty-eight hours before the meeting.
CDC Shareholders and their Proxies are each requested to attach an attested photocopy of their Computerized
National Identity Card or Passport with this proxy form before submission to the Company.