2.
Notice of Annual General Meeting
( 4 )
4.
Directors Report
...............( 7
)
5.
Key Financial & Operation
Data
...............( 9 )
6.
Compliance with the Code of Corporate
Governance
.............( 10 )
7.
Auditors Review Report to the Members on
Compliance with
the Best Practices of Code of Corporate Governance ..( 11 )
8.
Auditors Report
..............( 12 )
9.
Balance Sheet
...............( 13 )
10.
Profit and Loss
Account
..............( 14 )
11.
Statement of Changes in Financial Position (Cash Flow
Statement)
..( 15 )
12.
Statement of Changes in Equity
..
( 16 )
13.
Notes to the Financial Statements
(
17 )
14.
Pattern of Shareholdings
..
( 39 )
Board of
Directors:
Mr.
Mohammad Saeed Chairman
Mr.
Yusuf Babar Khan Managing Director & Chief Executive
Mr.
H. P. Kotwal Director
Mr.
Salman Tarik Kureshi //
Mr.
Sheikh Ajza Majid //
Mr.
Shahid Anwar //
Mr.
John Wilson //
Mr.
Adnan A. Kehar //
Mr.
Jamal Khurshid Alternate
Director to
Mr. Sheikh Ajaz Majid
Audit Committee:
Mr.
H. P. Kotwal Chairman
Mr.
Salman Tarik Kureshi Member
Mr.
Adnan A. Kehar //
Company Secretary:
Mr. Mohammad Shabbir
Auditors:
Ford, Rhodes, Sidat Hyder & Co.
Chartered
Accountants
Legal Advisor:
Mr. Abdus Samad
Bankers:
American Express
Bank Limited
Muslim Commercial Bank Limited
PICIC Commercial
Bank Limited
Bank Alfalah Limited
Habib Bank Limited
National Bank of
Bank Al-Habib Limited
Registered Office:
X/3,
Factory:
X/3,
Web SITE
Address:
http://www.buxly.com
Notice of annual General Meeting
Notice
is hereby given that the Forty-Ninth Annual General Meeting of the shareholders
of Buxly Paints Limited,
Ordinary Busniess:
1.
To confirm the
minutes of the 48th Annual General Meeting held on
2.
To receive and
consider the audited Balance Sheet and Profit & Loss Account together with
the Directors and Auditors Report thereon for the year ended
3.
To approve the
payment of final dividend of Rs. 1.25 per share
(12.5%) for the year ended
4.
To appoint
Auditors and fix their remuneration. The retiring auditors M/s. Ford Rhodes, Sidat Hyder & Co., Chartered
Accountant, have offered themselves for re-appointment.
i.
To approve the
remuneration of the Chief Executive of the Company.
ii.
To Amend the
Articles of Association:
Statement under section 160(1)(b) of the Companies
Ordinance 1984 and draft resolutions as required under section 164(1) of the
Companies Ordinance 1984, pertaining to the special business referred to above
are annexed.
By Order of the Board
Note:
1.
The Share Transfer
Books of the Company will remain closed from Monday, the
2.
Any member of the
Company entitled to attend and vote may appoint a Proxy to attend and vote
instead of him/her. Proxies must be received at the registered office of the
Company not less than 48 hours before the meeting.
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
Resolved that the
remuneration of the Chief Executive as fixed by the Board of Directors, under
clause 78 of the Companys 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 Companys profit
after tax for the year ending
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.
Chairmans
Review
It is my privilege and pleasure
to welcome you to this 49th Annual General Meeting and to present to
you the report on the performance of your company for the year ended
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 years 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
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
Directors
report to the shareholders
The
Directors are pleased to submit the Annual Report of your Company alongwith the Audited Accounts and the Auditors Report
thereon for the year ended
Financial Results:
1.
Board of Directors:
The Board of Directors currently comprises a non-executive
Chairman, Chief Executive/Managing Director and six non-executive Directors.
2.
Board of Directors Meeting:
During the year five meetings of the Board of Directors
were held. Details of attendance by each member of the Board are as follows:
Name
of Director Attendance
Mr. Mohammad Saeed : 3
Mr. Yusuf Babar
Khan : 5
Mr. H. P. Kotwal : 4
Mr. Shahid Anwar : 5
Mr. Salman Tarik Kureshi : 5
Mr. John Wilson : 1
Mr. Jamal Khurshid : 5
(Alternate to Mr. Sheikh Ajaz
Majid)
Mr. Adnan A. Kehar : 5
A statement showing the Pattern of shareholding appears
at page No. ______.
4.
Earning per Share:
Earning per share is Rs. 1.23
(2002: Rs. 9.76)
5.
Auditors:
The retiring Auditors Messrs Ford, Rhodes, Sidat Hyder & Co., Chartered
Accountants being eligible, offer themselves for
reappointment. The Audit Committee of the Company has recommended their
appointment, which is endorsed by the Board.
6.
Corporate and Financial Reporting Framework:
The Board of Directors has taken adequate measures for
the implementation of the Regulations of the Code of Corporate Governance
issued by the Security and Exchange Commission of Pakistan.
The Board of Directors confirms compliance with the
Corporate and Financial Reporting Framework of the SECPs
code of corporate governance of the following:
i.
The financial
statements, prepared by the management of the Company, present fairly its state
of affairs, the result of its operations, cash flows and changes in equity.
ii.
Proper books of
account of the Company have been maintained.
iii.
Appropriate
accounting policies have been consistently applied in preparation of the
financial statements and accounting estimates are based on reasonable and
prudent judgment.
iv.
International
Accounting Standards, as applicable in
v.
The system of
internal control is sound in design and has been effectively implemented and
monitored.
vi.
There are no
significant doubts upon the Companys ability to continue as a going concern.
vii.
There has been no
material departure from the best practices of corporate governance, as detailed
in the listing regulations.
viii.
Key operating and
financial data for last six years is annexed at page No.
_______.
ix.
There are no
statutory payments on account of tax duties levies and charges which are
outstanding.
x.
Value of
investment of employees provident fund based on latest
audited accounts for the year ended
7.
No. of Employees:
The Company employed 73 (2002: 77) employees at the end
of the year.
