3. Any individual Beneficial Owner of CDC, entitled to attend and vote at this meeting, must bring his/her NIC or Passport to prove his/her identity and in case of Proxy must enclose an attested copy of his/her NIC or Passport. Representative of corporate members should bring the usual documents required for such purpose.

4. Shareholders are requested to notify the Company of any change in their addresses immediately.

* Statement Under Section 160 of the companies Ordinance 1984

Material facts concerning the Special Business to be transacted at the Annual General Meeting and the proposed Resolutions as per section 164(1) of the Compaines Ordinance 1984:

1. Remuneration of the Chief Executive:

The Board of Directors of the Company at its meeting held on September 25, 2003 has approved and recommended the remuneration of the Chief Executive as advised to the members through Company�s letter dated�� September 29, 2003, and the following resolution is now passed.

�Resolved that the remuneration of the Chief Executive as fixed by the Board of Directors, under clause 78 of the Company�s Articles of Association, in its meeting held on September 25, 2003 to take effect from July 01, 2003:

1. Basic Salary Rs. 572,400.00 per annum.

2. House Rent Allowance 45% of Basic Salary.

3. Utilities Allowance 10% of Basic Salary.

4. Retirement Benefits Rs. 47,700.00 per annum.

(Provident Fund Contribution)

5. Perquisites Rs. 224,190.00 per annum.

He will also be entitled to medical expenses at actual, Company maintained car and 7.5% of Company�s profit after tax for the year ending June 30, 2004 be and is hereby approved�.

2. Resolved that clause 88 of the Articles of Association of the Company be and is hereby to be read as follows:

88. The remuneration of Directors shall from time to time be determined by the Company in General Meeting.�� The remuneration paid for attending meetings of the Board to persons other than the regularly paid Chief Executives and full time working Directors shall be fixed as determined by the Board of Directors.

Chairman�s Review

It is my privilege and pleasure to welcome you to this 49^th Annual General Meeting and to present to you the report on the performance of your company for the year ended� June 30, 2003.

Sales volumes are up and Gross Profit Margin showed further improvement over the previous year. Administrative expenses were curtailed but as indicated in my previous year�s report, in order to redefine and a chalk out fresh and aggressive marketing strategy, selling expenses were substantially increased. The years ahead will bring positive results out of this investment.

Happily, the financial charges continued to go down and the Balance Sheet is healthier than the previous year. Accordingly, a dividend of 12.5% is being distributed. The trend so established must continue over the years to come.

You will be pleased to know that your Company has made in-roads into South Korea and Australia. And although the volumes were not large, there exist definite growth possibilities and we hope to exploit this opportunity in a bigger way the following year.

I take this opportunity of expressing my deep appreciation of the dedicated efforts of the executives and the employees alike due to which your company has turned the corner.

May Allah bless you.

Mohammad Saeed

Chairman

Karachi

September 25, 2003

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 framework of good governance whereby a company is managed in compliance with the best practices of corporate governance.

The Company has applied the principles contained in the code of corporate governance in the following manner.

1. The Company encourages representation of independent non-executive directors and director representing minority interests on its Board of Directors. At present the Board includes independent non-executive directors and a director representing minority shareholders.

2. The Directors have confirmed that none of them is serving as a director in more than ten listed companies.

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 DFI or NBFI. None of the directors is a member of the stock exchanges.

4. The tenure of office of Directors is three years and no casual vacancy occurred since�� July 01, 2002.

5. The Company has prepared a statement of Ethics and Business Practices, which has been signed and circulated to all the directors and employees.

6. The Board of Directors has developed a vision/mission statement and overall corporate strategy. Significant polices of the company have been formulated and approved by the Board of Directors.

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 CEO have been approved by the Board of Directors.

8. The Chairman of the Board of Directors has been elected from among the non-executive directors of the Company.

9. The meetings of the Board of Directors were presided over by the Chairman and in his absence by director elected by the directors present at the meeting for the purpose.� The Board of Directors meetings were held at least once in every quarter. Written notices of the Board Meeting along-with agenda and working papers were circulated at least seven days before the meetings and the minutes of the meetings were appropriately recorded and circulated.

10. The Board is currently in the process of setting up an independent and effective internal audit function.

11. CFO/Company Secretary was appointed prior to the implementation of the code of corporate governance. Terms of appointment and remuneration in case of future appointments on these positions will be approved by the Board.

12. The Directors� Report for the year has been prepared in compliance with the requirements of the code of corporate governance and fully describe the matters to be disclosed.

13. The Financial statements of the Company were duly endorsed by CEO and CFO before approval by the Board.

14. The Directors, CEO and executives do not hold any interest in the shares of the company other than that disclosed in the pattern of shareholding.

15. The Board has established 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 once every quarter prior to the approval of quarterly, half yearly and annual results of the Company as required by the code. The terms of reference of the committee have been formed and advised to the committee for compliance.

17. The necessary written material for the orientation of the Directors to appraise their duties and responsibilities under Companies Ordinance and Code of Corporate Governance has been provided to them whereas orientation courses are currently being planned.

18. The statutory auditors of the company have confirmed that they have been given a satisfactory rating under the Quality Control Review Programme of the Institute of Chartered Accountants of Pakistan and that they or any other partner 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 the Institute of the 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 regulation 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 except that the company is currently in the process of separating the functions of CFO and Company Secretary and is taking other necessary steps to develop an effective internal audit function as discussed above and as envisaged in the code of corporate governance.

Karachi�� Yusuf Babar Khan

September 25,� 2003�� Chief Executive Officer

AUDITORS' REPORT TO THE MEMBERS

We have audited the annexed balance sheet of BUXLY PAINTS LIMITED as at June 30, 2003 and the related profit and loss account, cash flow statement and statement of changes in equity together with the notes forming part thereof, for the year then ended and we state that we have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit.

It is the responsibility of the company�s management to establish and maintain a system of internal control, and prepare and present the above said statements in conformity with the approved accounting standards and the requirements of the Companies Ordinance, 1984. Our responsibility is to express an opinion on these statements based on our audit.

We conducted our audit in accordance with the auditing standards as applicable in Pakistan. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the above said statements are free of any material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the above said statements. An audit also includes assessing the accounting policies and significant estimates made by management, as well as, evaluating the overall presentation of the above said statements. We believe that our audit provides a reasonable basis for our opinion and, after due verification, we report that:

(a)�� in our opinion, proper books of account have been kept by the company as required by the Companies Ordinance, 1984;

(b)�� in our opinion:

(i)�� the balance sheet and profit and loss account together with the notes thereon have been drawn up in conformity with the Companies Ordinance, 1984, and are in agreement with the books of account and are further in accordance with accounting policies consistently applied except for the changes, as stated in note 2.3 to the financial statements, with which we concur;

(ii)�� the expenditure incurred during the year was for the purpose of the company's business; and

(iii)�� the business conducted, investments made and the expenditure incurred during the year were in accordance with the objects of the company;

(c)�� in our opinion and to the best of our information and according to the explanations given to us, the balance sheet, profit and loss account, cash flow statement and statement of changes in equity together with the notes forming part thereof conform with approved accounting standards as applicable in Pakistan, and, give the information required by the Companies Ordinance, 1984, in the manner so required and respectively give a true and fair view of the state of the company's affairs as at June 30, 2003 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.

(e)�� without qualifying our opinion, we draw attention to the disclosure made by the company in note 8.1 to the accompanying financial statements in respect of certain trade debts, aggregating to Rs.1.870 (2002: Rs.2.209) million. Pending the outcome of the matter discussed therein, no provision has been made by the company against the above-referred trade debts in the financial statements of the current year.

Karachi -�� Chartered Accountants

BUXLY PAINTS LIMITED

BALANCE SHEET AS AT JUNE 30, 2003

				Note	June 30, 2003	June 30, 2002
					(Rs. in '000)
ASSETS						(Restated)

NON-CURRENT ASSETS

	Tangible fixed assets
		Operating fixed assets		3	11,436	12,160
		Capital work-in-progress		4	1,036	-
	Long term deposits			5	677	666
	Deferred taxation			6	3,434	4,257

CURRENT ASSETS
	Stock-in-trade			7	13,828	12,263
	Trade debts			8	40,826	36,820
	Short term investment			9	1,477	1,640
	Advances and deposits			10	2,393	4,024
	Prepayments and other receivables			11	240	259
	Taxation			12	5,716	4,627
	Cash and bank balances			13	2,330	3,934
					66,810	63,567

TOTAL ASSETS					83,393	80,650

EQUITY AND LIABILITIES

SHARE CAPITAL AND RESERVES

	Share Capital

		Authorised
			5,000,000 (2002: 5,000,000) Ordinary shares of Rs.10 each		50,000	50,000

		Issued, subscribed and paid-up		14	14,400	14,400

	Reserves			15	22,311	20,393
					36,711	34,793

SURPLUS ON REVALUATION OF FIXED ASSETS				16	4,996	6,936

NON-CURRENT LIABILITIES

	Obligations under finance leases			17	925	3,573
	Deferred liabilities			18	1,508	1,990

CURRENT LIABILITIES

	Current portion of obligations under finance leases				2,648	2,026
	Short term running finances			19	3,282	2,913
	Creditors, accrued and other liabilities			20	31,321	26,877
	Dividends			21	2,002	1,542
					39,253	33,358
COMMITMENT				22

TOTAL EQUITY AND LIABILITIES					83,393	80,650

The annexed accounting policies and explanatory notes form an integral part of these financial statements.

�� _________________�� ____________��

�� Chief Executive�� Director��

BUXLY PAINTS LIMITED

PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED JUNE 30, 2003

			Note	June 30, 2003	June 30, 2002
				(Rs. in '000)
					(Restated)

NET SALES			23	146,764	120,808

	Cost of sales		24	109,717	95,197
GROSS PROFIT				37,047	25,611

	Administrative expenses		25	10,464	8,050
	Selling expenses		26	21,667	12,933
				32,131	20,983
OPERATING PROFIT				4,916	4,628

OTHER INCOME			27	589	528
				5,505	5,156

	Financial charges		28	1,995	3,769
	Workers� Profit Participation Fund			175	714
				2,170	4,483
				3,335	673

	Gain on sale of land, building, etc.			-	12,886

PROFIT BEFORE TAXATION				3,335	13,559

	Taxation		29	1,557	(493)

NET PROFIT FOR THE YEAR				1,778	14,052

UNAPPROPRIATED PROFIT / (ACCUMULATED LOSSES)
	BROUGHT FORWARD			14,400	(11,598)

	Effect of change in accounting policy with respect to incremental
		depreciation charged during the year		207	229
	Surplus on revaluation of fixed assets realised during the
		year on disposal of fixed assets		1,733	13,157

				1,940	13,386
PROFIT AVAILABLE FOR APPROPRIATION				18,118	15,840

APPROPRIATION
	Proposed dividend @ 12.5% (Rs.1.25 per Ordinary share
		of Rs.10) [2002: 10% (Re.1 per Ordinary share of Rs.10)]		1,800	1,440

UNAPPROPRIATED PROFIT CARRIED FORWARD				16,318	14,400

BASIC EARNINGS PER SHARE (Rupees per share)			30	1.23	9.76

The annexed accounting policies and explanatory notes form an integral part of these financial statements.

�� _________________�� ____________��

�� Chief Executive�� Director��

BUXLY PAINTS LIMITED

CASH FLOW STATEMENT

FOR THE YEAR ENDED JUNE 30, 2003

		Note	June 30, 2003	June 30, 2002
			(Rs. in '000)


CASH FLOWS FROM OPERATING ACTIVITIES

	Cash generated from operations	31	8,310	(7,439)
	Financial charges paid		(2,017)	(3,439)
	Income tax paid		(1,823)	(741)
	Gratuity paid		(1,455)	-

	Net cash inflow from / (used in) operating activities		3,015	(11,619)

CASH FLOWS FROM INVESTING ACTIVITIES

	Fixed capital expenditure		(1,218)	(1,124)
	Capital work-in-progress		(1,036)	-
	Sale proceeds of fixed assets		480	28,699
	Long term deposits		(11)	(335)
	Short term investments		163	(1,640)

	Net cash (used in) / inflow from investing activities		(1,622)	25,600

CASH FLOWS FROM FINANCING ACTIVITIES

	Dividend paid		(1,340)	-
	Repayment of short term loan		-	(2,886)
	Obligation under finance lease � net		(2,026)	1,286

	Net cash used in financing activities		(3,366)	(1,600)

NET (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS			(1,973)	12,381

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR			1,021	(11,360)

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR		32	(952)	1,021

The annexed accounting policies and explanatory notes form an integral part of these financial statements.

�� _________________�� ____________

�� Chief Executive�� Director��

BUXLY PAINTS LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED JUNE 30, 2003

			Share Capital	Reserves
			Issued, Subscribed & paid-up	General reserve	(Accumulated losses) / Unappropriated profit	Total
			--------------------------- (Rs. in 000's) ---------------------------

Balance as at June 30, 2001 as previously reported			14,400	5,993	(19,666)	727

		Effect of change in accounting policy with respect to �� incremental depreciation on revaluation of fixed assets, �� charged in previous years (notes 2.3(b) and 16)	-	-	4,568	4,568

		Effect of change in accounting policy with respect to �� deferred taxation (notes 2.3 (a) and 6)	-	-	3,500	3,500

Balance as at June 30, 2001 as restated			14,400	5,993	(11,598)	8,795

	Net profit for the year		-	-	14,052	14,052

	Surplus on revaluation of fixed assets realised on �� disposal of� assets		-	-	13,157	13,157

	Final dividend @ 10%		-	-	(1,440)	(1,440)

	Effect of change in accounting policy with respect to �� incremental depreciation on revaluation of fixed assets, �� charged in the profit and loss account during the year �� (notes 2.3 (b) and 16)		-	-	229	229

Balance as at June 30, 2002 as restated			14,400	5,993	14,400	34,793

	Net profit for the year		-	-	1,778	1,778

BUXLY PAINTS LIMITED

June 30, 2003

June 30, 2002

(Restated)

BUXLY PAINTS LIMITED

June 30, 2003

June 30, 2002

BUXLY PAINTS LIMITED

June 30, 2003

June 30, 2002

BUXLY PAINTS LIMITED