Annual Report 2013 - Dsil .pk

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Annual Report June 30, 2013CONTENTSCompany Information2Notice of Annual General Meeting4Directors' Report5Financial Highlights8Statement of Compliance With Code of Corporate Governance9Auditors' Review Report on Corporate Governance11Auditors' Report to the Members12Balance Sheet14Profit & Loss Account16Statement of Comprehensive Income17Cash Flow Statement18Statement of Changes in Equity19Notes to the Financial Statements20Pattern of Shareholding49Form of Proxy01D.S. INDUSTRIES LIMITED

Annual Report June 30, 2013COMPANY INFORMATION02Board of DirectorsMr. Pervez AhmedMr. Ali Pervez AhmedMr. Hassan Ibrahim AhmedMr. Suleman AhmedMr. Atta ur RehmanMr.Muhammad YousufMr. Muntazir MehdiAudit CommitteeMr. Atta ur RehmanMr.Muhammad YousufMr. Muntazir MehdiChief Financial OfficerMr. Qamar ul ZamanCompany SecretaryMr. Salman FarooqAuditorsM/s Horwath Hussain Chaudhury & Co.Chartered AccountantsLegal AdvisorCornelius, Lane & MuftiAdvocates & SolicitorsBanksBurj Bank LimitedMCB Bank LimitedHabib Bank LimitedAskari Bank LimitedKASB Bank LimitedMeezan Bank LimitedBank Al-Falah LimitedBank Al-Habib LimitedNIB Bank LimitedAl Baraka BankNational Bank of PakistanDubai Islamic BankSilk Bank LimitedRegistered Office20-K, Gulberg II, Lahore.Share RegistrarsTHK Associates (Pvt.) LimitedGround Floor, State Life Building No 3,Dr. Ziauddin Ahmed Road,Karachi - 75530Mill11-km Sheikhupura Faisalabad Road, INDUSTRIES LIMITEDChief ExecutiveChairman

Annual Report June 30, 2013VISION- To be a dynamic, profitable, growth oriented Company and to achieveexcellence through commitment, integrity, honesty and team workMISSION- To increase consistently the value of the Company to its shareholders bybuilding up the Company on sound financial footings with better productivity,excellence in quality and improved efficiency at lower operating costs withoutcompromising on our principles of ethics, integrity and professional standards- To achieve high returns on investments through continuous process ofimprovement for the benefit of shareholders- To be a responsible employer and to develop and reward employeesaccording to their ability and performance.- Be a good corporate citizen03D.S. INDUSTRIES LIMITED

Annual Report June 30, 2013NOTICE OF ANNUAL GENERAL MEETINGNotice is hereby given that the Thirty-third Annual General Meeting of the shareholders of theCompany will be held at the Registered Office of the Company 20 - K Gulberg II, Lahore onThursday October 31, 2013 at 3:45 p.m to transact the following business:1.To confirm the minutes of last Annual General Meeting held on October 31, 2012.2.To receive, consider and adopt the audited accounts of the Company for the year endedJune 30, 2013 together with Directors' and Auditors' reports thereon.3.To appoint Auditors of the Company for the year 2013-2014 and to fix their remuneration.The present Auditors M/s Horwath Hussain Chaudhury & Co. - Chartered Accountants,retire and being eligible offered themselves for the re-appointment.BY ORDER OF THE BOARDLahoreOctober 4, 2013Salman Farooq(Company Secretary)Notes:-041The share transfer books of the Company will remain close from October 25, 2013 toOctober 31, 2013 (BOTH DAYS INCLUSIVE)2A member entitled to attend and vote at this meeting may appoint another member as his /her proxy to attend the meeting and vote for him / her. Proxies in order to be effective mustbe deposited at the Registered Office of the Company not less than 48 hours before themeeting.3Shareholders are required to immediately notify the Registrar of any change in their postaladdresses.4Account holders and sub-account holders holding book entry securities in respect of theshares of the Company in Central Depository Company of Pakistan Limited, who wish toattend the General Meeting are requested to bring their original Computerized NationalIdentity Cards for identification purpose.D.S. INDUSTRIES LIMITED

Annual Report June 30, 2013DIRECTORS' REPORTDIRECTORS' REPORTThe Board of Directors of D.S. Industries Limited is pleased to present the Company's Thirty-third Annual Report whichincludes the Audited Financial Statements of the Company together with the Auditor's report thereon for the year endedJune 30, 2013.Financial Results of the CompanyOverall financial results of the Company were better than the last year mainly due to increased in yarn prices andprofitable cotton mix used in production. During the year ended June 30, 2013 the Company earned gross profit of Rs.162.8 million as compared to gross profit of Rs. 39.2 million in the last year. Profit before taxation for the year wasamounting to Rs. 127.7 million as compared to loss before taxation of Rs. 28.1 million in last year.During the year ended June 30, 2013 the Company has entered into settlement arrangements with two banks and we arehopeful that these arrangements will improve the profitability of the Company.DividendIn view of the liquidity problem due to repayment of loans and increasing energy and raw material prices and availableaccumulated losses, directors of your Company have proposed not to pay dividend for the year.Book ClosureThe Share Transfer Books of the Company will remain closed and no transfer of shares will be accepted for registrationfrom October 25, 2013 to October 31, 2013 (both days inclusive). Transfer received by our Shares Registrar, M/s THKAssociates (Pvt.) Limited - Ground Floor, State Life Building No 3, Dr. Ziauddin Ahmed Road, Karachi at the close ofbusiness on October 24, 2013 will be considered to attend and vote at the meeting.Pattern of ShareholdingThe Statement of Pattern of Shareholding along with categories of shareholders of the Company as at June 30, 2013, asrequired under section 236 of the Companies Ordinance 1984 and Code of Corporate Governance are annexed with thisreport.Operating and Financial DataOperating and financial data with key ratios for the six years is annexed.Future OutlookOverall the textile sector in Pakistan is moving out of recession. Textile sector has shown significant growth towards theforeign currency inflows. But increasing production cost and prolonged power & gas shut downs have made it difficult forthe textile industry to survive and compete in the market. Overall the cost of doing business has increased. However themanagement is committed to run the affairs of the Company in profitable manner by changing production mix andexploring other markets.Number of Board Meetings HeldSix meetings of the Board of Directors were held during the year ended June 30, 2013 and the attendance of the directorsis as follows.Mr.Mr.Mr.Mr.Mr.Mr.Mr.Pervez AhmedAli Pervez AhmedHassan Ibrahim AhmedSuleman AhmedAtta ur RehmanMuhammad YousufMuntazir MehdiChief anceattendanceattendanceattendance05D.S. INDUSTRIES LIMITED

Annual Report June 30, 2013Statement of Ethics & Business PracticesThe Board has prepared and circulated the Statement of Ethics and Business Practices signed by every director andemployee of the Company as a token of acknowledgement of his/her understanding of the standards of conduct in relationto everybody associated or dealing with the Company.AuditorsThe Auditors M/s Horwath Hussain Chaudhury & Co. - Chartered Accountants retire and offer themselves for thereappointment. The Audit Committee of the Board has recommended the reappointment of M/s Horwath HussainChaudhury & Co - Chartered Accountants as auditors for the financial year ending June 30, 2014.Audit CommitteeThe Audit Committee of the Company is in place and comprises the following members as required under the Code ofCorporate Governance.Mr. Atta ur RehmanMr.Muhammad YousufMr. Muntazir MehdiChairmanMemberMemberMeetings of the Audit Committee were held during the year ended June 30, 2013 as required by the Code of CorporateGovernance for review of quarterly & annual accounts and other related matters. The meeting was also attended by theChief Financial Officer, head of Internal Audit and External Auditors as and when it was required.Code of Corporate GovernanceStatement in Compliance to the Code of Corporate GovernanceThe Directors are pleased to confirm that the Company has made compliance of the provisions set out by the Securities &Exchange Commission of Pakistan through the listing regulations of Karachi and Lahore Stock Exchanges as prescribed inthe Code of Corporate Governance and there is no material departure from the best practices as detailed in the listingregulations.061The financial statements prepared by the management of the Company present its state of affairs fairly, the result ofits operations, cash flows and change in equity.2Proper books of accounts of the Company have been maintained.3Appropriate accounting policies have been consistently applied in preparation of the financial statements andaccounting estimates are based on reasonable and prudent judgment.4International Financial Reporting Standards, as applicable in Pakistan, have been followed in preparation of financialstatements and any departure there from has been adequately disclosed and explained.5The system of internal control is sound in design and has been effectively implemented and monitored.6The Company has earned net profit of Rs. 142.0 million during the year and has accumulated losses of Rs. 949.92million as at the balance sheet date. The current liabilities of the Company exceeds its current assets by Rs. 226.52million. These factors may cast doubt about the entity's ability to continue as going concern. However, themanagement is confident to obtain continuous support from the sponsoring directors and favorable negotiations withlenders. During the year Company has entered in to settlement arrangements with two financial institutions forrepayment of loans7There has been no material departure from the best practices of corporate governance as defined in the listingregulations.8Financial highlights for the last six years are annexed.D.S. INDUSTRIES LIMITED

Annual Report June 30, 2013AcknowledgementThe Board of directors would like to place on record their appreciation to the valued shareholders, bankers, the Securities& Exchange Commission and to the management of Karachi & Lahore Stock Exchanges for their valuable support,assistance and guidance. The Board also express its appreciation to the staff and workers of the Company for theirservices, loyalty and efforts being continuously renderedFor & on behalf of the BoardLahoreOctober 4, 2013Pervez AhmedChief Executive07D.S. INDUSTRIES LIMITED

Annual Report June 30, 2013FINANCIALProfit and Loss 366,622)Gross 32)Operating 1,409,696)33,146,172Finance costOther operating chargesOther operating incomeGain on sale of investmentImpairment loss on investmentin associated undertakingShare of profit of ,404,372)(51,123,879)Profit before 7,180)(988,076,273)404,331,306TaxationProfit after peesSalesCost of salesOperating expenses- Distribution cost- Administrative 4)403,997,532Dividend0000010%Bonus00000100%Balance SheetShare 0600,000,000600,000,000Long term 09,261,000329,131,000Property, plant and tal work in progress19,169,784---Current 39,877,013371,646,176Current 1,564641,746,028506,855,396Key Financial RatiosGross profit ratio ( % )15.004.16(4.99) profit ratio ( % )10.571.04(7.23)9.26(3.27)5.53Net profit ratio ( % )13.08(2.32)(15.67)(2.56)(150.54)67.36Earning / (loss) per share2.37(0.36)(3.20)(0.39)(16.40)6.73Fixed assets turnover2.481.972.271.531.071.3508D.S. INDUSTRIES LIMITED

Annual Report June 30, 2013Statement of Compliance With Best Practices of Code of CorporateGovernance For The Year Ended June 30, 2013This statement is being presented to comply with the Code of Corporate Governance (CoCG) contained inListing Regulations of Karachi and Lahore Stock Exchanges for the purpose of establishing a framework of goodgovernance, whereby a listed company is managed in compliance with the best practices of CorporateGovernance.The Company has applied the principles contained in the Code of Corporate Governance in the followingmanner:1.The Company encourages representation of independent non-executive directors and directorsrepresenting minority interest on its board of directors. At present the board includes:Name of Director and CategoryMr. Pervez Ahmed - Executice DirectorMr. Ali Pervez Ahmed - Non Executive DirectorMr. Hassan Ibrahim Ahmed - Executive DirectorMr. Suleman Ahmed - Executive DirectorMr. Atta ur Rehman - Non Executive DirectorMr.Muhammad Yousuf - Non Executive DirectorMr. Muntazir Mehdi - Non Executive Director2.The Directors have confirmed that none of them is serving as a director on more than seven listedcompanies, including this Company.3.All the directors of the Company are registered as taxpayers and none of them has defaulted in paymentof any loan to a banking company, a DFI or a NBFI or being a member of a stock exchange has beendeclared as a defaulter by that stock exchange.4.No casual vacancy occurred on the board during the year.5.The Company has prepared a "Code of Conduct" and has ensured that appropriate steps have beentaken to disseminate it throughout the Company along with its supporting policies and procedures.6.The Board has developed a vision/mission statement, overall corporate strategy and significant policies ofthe Company. A complete record of particulars of significant policies along with the dates on which theywere approved or amended has been maintained.7.All the powers of the board have been duly exercised and decisions on material transactions, includingappointment and determination of remuneration and terms and conditions of employment of the CEO,other executive and non executive directors, have been taken by the board.8.The meetings of the board were presided over by the Chairman and in his absence, by a director electedby the board for this purpose and the board met at least once in every quarter. Written notices of theBoard meetings, along with agenda were circulated at least seven days before the meetings. The minutesof the meetings were appropriately recorded and circulated.09D.S. INDUSTRIES LIMITED

Annual Report June 30, 20139.Directors are well conversant with the Listing Regulations and legal requirements and as such are fullyaware of their duties and responsibilities.10. There were no new appointments of CFO, Company Secretary or head of internal audit during the year.11. The directors' report for this year has been prepared in compliance with the requirements of the CoCG2012 and fully describes the salient matters required to be disclosed.12. The financial statements of the Company were duly endorsed by CEO and CFO before approval by theBoard.13. The Directors, CEO and executives do not hold any interest in the shares of the Company other than thatdisclosed in the pattern of shareholding.14. The Company has complied with all the corporate and financial reporting requirements of the CoCG15. The board has formed an Audit Committee which comprises of three members who are Non-ExecutiveDirectors.16. The meetings of the Audit Committee were held at least once every quarter prior to approval of interimand final results of the Company and as required by the CoCG. The terms of reference of the committeehave been formed and advised to the committee for compliance.17. The board has formed Human Resource and Remuneration Committee and is comprises on three NonExecutive Directors including the chairman of the committee.18. The Board has set-up an effective internal audit function.19. The statutory auditors of the Company have confirmed that they have been given a satisfactory ratingunder the quality control review programme of the Institute of Chartered Accountants of Pakistan (ICAP),and that they or any of the partners of the firm, their spouses and minor children do not hold shares ofthe Company and that firm and all its partners are in compliance with International Federation ofAccountants (IFAC) guidelines on code of ethics as adopted by the ICAP20. The Statutory Auditors or the persons associated with them have not been appointed to provide otherservices except in accordance with the listing regulations and the auditors have confirmed that they haveobserved IFAC guidelines in this regard.21. The "closed period" prior to the announcement of interim / final results, and business decisions, whichmay materially affect the market price of company's securities, was determined and intimated todirectors, employees and stock exchanges22. Material / price sensitive information has been disseminated among all market participants at oncethrough stock exchanges23. We confirm that all material principles contained in the CoCG been complied with.For and on behalf ofBoard of DirectorsLahore.October 4, 2013Pervez AhmedChief Executive10D.S. INDUSTRIES LIMITED

Annual Report June 30, 2013Member Crowe Horwath International25-E, Main Market, Gulberg 2,Lahore-54660 Pakistan. 92-42-111-111-442 Tel 92-42-35759226 Faxwww.crowehorwath.pkREVIEW REPORT TO THE MEMBERSON STATEMENT OF COMPLIANCE WITH BEST PRACTICESOF CODE OF CORPORATE GOVERNANCEWe have reviewed the Statement of Compliance with the best practices contained in the Code ofCorporate Governance prepared by the Board of Directors of D.S. Industries Limited to complywith the Listing Regulation No. 35 (Chapter XI) of both the Karachi Stock Exchange and Lahore StockExchange, where the Company is listed.The responsibility for compliance with the Code of Corporate Governance is that of the Board ofDirectors of the Company. Our responsibility is to review, to the extent where such compliance can beobjectively verified, whether the Statement of Compliance reflects the status of the Company'scompliance with the provisions of the Code of Corporate Governance and report if it does not. Areview is limited primarily to inquiries of the Company personnel and review of various documentsprepared by the Company to comply with the Code.As part of our audit of financial statements we are required to obtain an understanding of theaccounting and internal controls systems sufficient to plan the audit and develop an effective auditapproach. We have not carried out any special review of the internal control system to enable us toexpress an opinion as to whether the Board's statement on internal control covers all controls and theeffectiveness of such internal controls.Further, Sub-Regulation (x) of Listing Regulations 35 of Karachi and Lahore Stock Exchangesrequires the Company to place before the Board of Directors for their consideration and approvalrelated party transactions distinguishing between transactions carried out on terms equivalent tothose that prevail in arm's length transactions and transactions which are not executed at arm'slength price, recording proper justification for using such alternate pricing mechanism. Further, allsuch transactions are also required to be separately placed before the audit committee. We are onlyrequired and have ensured compliance of requirement to the extent of approval of related partytransactions by the Board of Directors and placement of such transactions before the auditcommittee. We have not carried out any procedures to determine whether the related partytransactions were undertaken at arm's length price or not.We observed that the orientation course for at least one director of the Company during the year asrequired under clause (xi) of the Code of Corporate Governance was not fulfilled.Based on our review, except for the matter noted in previous paragraph, nothing has come to ourattention which causes us to believe that the Statement of Compliance does not appropriately reflectthe Company's compliance, in all material respects, with the best practices contained in the Code ofCorporate Governance as applicable to the Company for the year ended June 30, 2013.HORWATH HUSSAIN CHAUDHURY & CO.Chartered AccountantsLahoreDated: 04.10.2013(Engagement Partner: Muhammad Nasir Muneer)11Audit Tax Advisory Consulting OutsourcingD.S. INDUSTRIES LIMITED

Annual Report June 30, 2013Member Crowe Horwath International25-E, Main Market, Gulberg 2,Lahore-54660 Pakistan. 92-42-111-111-442 Tel 92-42-35759226 Faxwww.crowehorwath.pkD.S INDUSTRIES LIMITEDAUDITORS' REPORT TO THE MEMBERSWe have audited the annexed balance sheet of D.S. Industries Limited as at June 30, 2013and the related profit and loss account, statement of comprehensive income, cash flowstatement and statement of changes in equity, together with the notes forming part thereof, forthe year then ended and we state that we have obtained all the information and explanationswhich, 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 ofinternal control, and prepare and present the above said statements in conformity with theapproved accounting standards and the requirements of the Companies Ordinance, 1984. Ourresponsibility 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 assuranceabout whether the above said statements are free of any material misstatement. An auditincludes examining, on a test basis, evidence supporting the amounts and disclosures in theabove said statements. An audit also includes assessing the accounting policies and significantestimates made by management, as well as, evaluating the overall presentation of the abovesaid statements. We believe that our audit provides a reasonable basis for our opinion and, afterdue verification, we report that:a)in our opinion, proper books of accounts have been kept by the Company as required by theCompanies Ordinance, 1984;b)in our opinion;(i)the balance sheet and profit and loss account together with the notes thereonhave been drawn up in conformity with the Companies Ordinance, 1984, and arein agreement with the books of account and are further in accordance with theaccounting policies consistently applied;(ii)the expenditure incurred during the year was for the purpose of the Company'sbusiness; and(iii)the business conducted, investments made and the expenditure incurred duringthe year were in accordance with the objects of the Company;Audit Tax Advisory Consulting Outsourcing12D.S. INDUSTRIES LIMITED

Annual Report June 30, 2013(c)in our opinion and to the best of our information and according to the explanations givento us, the balance sheet, profit and loss account, statement of comprehensive income,cash flow statement and statement of changes in equity together with the notes formingpart thereof conform with approved accounting standards as applicable in Pakistan andgive the information required by the Companies Ordinance, 1984, in the manner sorequired and respectively give a true and fair view of the state of the Company's affairsas at June 30, 2013 and of the profit, total comprehensive income, its cash flows andchanges in equity for the year then ended; and(d)in our opinion, no Zakat was deductible at source under the Zakat and Ushr Ordinance,1980 (XVIII of 1980).We draw attention to Note 1.2 to the financial statements, which indicates that the Companyhas accumulated losses of Rs. 949.917 million. The current liabilities of the Company exceed itscurrent assets by Rs. 226.524 million and its total liabilities exceed its total assets by Rs.250.095 million as at the balance sheet date. These conditions indicate the existence of amaterial uncertainty, which may cast significant doubt about the Company's ability to continueas a going concern. Our opinion is not qualified with regard to this matter.HORWATH HUSSAIN CHAUDHURY & CO.Chartered AccountantsLahoreDated: 04.10.2013(Engagement Partner: Muhammad Nasir Muneer)13D.S. INDUSTRIES LIMITED

Annual Report June 30, 2013BALANCE SHEET AS AT JUNE 30, 2013Note2013Rupees2012RupeesCAPITAL AND LIABILITIESShare Capital and ReservesAuthorized capital:100,000,000 (2012: 100,000,000)ordinary shares of Rs. 10 eachIssued, subscribed and paid up capitalAccumulated lossSurplus on Revaluation of Property,Plant and 9,434,127387,426,188663,543,708Non Current LiabilitiesLong term financingStaff retirement benefitsDeferred tax liabilityCurrent LiabilitiesTrade and other payablesAccrued mark up on long term financingShort term borrowingsCurrent portion of long term financingProvision for taxationContingencies and Commitments10111271314776,928,359675,230,296The annexed notes form an integral part of these financial statements.Chief Executive14D.S. INDUSTRIES LIMITED

Annual Report June 30, 2013BALANCE SHEET AS AT JUNE 30, ETSNon Current AssetsProperty, plant and equipmentLong term investmentsLong term deposits151617Current AssetsStores and sparesStock in tradeTrade debtsAdvances, prepayments andother receivablesShort term investmentTax refunds due from GovernmentCash and bank balancesDirector15D.S. INDUSTRIES LIMITED

Annual Report June 30, 2013PROFIT AND LOSS ACCOUNTFOR THE YEAR ENDED JUNE 30, 2013NoteSalesCost of sales2526Gross ProfitOperating expenses- Distribution cost- Administrative expenses2728Operating ProfitFinance costOther operating expensesOther incomeShare of profit / (loss) of associated companies29303116Profit / (Loss) before TaxationTaxation32Net Profit / (Loss) for the YearProfit / (Loss) per Share - Basic and 0,742)2.37(0.36)The annexed notes form an integral part of these financial statements.Chief Executive16D.S. INDUSTRIES LIMITEDDirector

Annual Report June 30, 2013STATEMENT OF COMPREHENSIVE INCOMEFOR THE YEAR ENDED JUNE 30, 2013Net Profit / (Loss) for the er comprehensive incomeItems that will not be reclassified to profit and lossSurplus realized on disposal of revalued property, plantand equipment (net of deferred tax) transferredto other comprehensive incomeTransfer from surplus on revaluation of property, plant andequipment (net of deferred tax) in respect of incrementaldepreciation charged in current yearTotal Comprehensive Income / (Loss) for the 5311,435,194(10,425,548)The annexed notes form an integral part of these financial statements.Chief ExecutiveDirector17D.S. INDUSTRIES LIMITED

Annual Report June 30, 2013CASH FLOW STATEMENTFOR THE YEAR ENDED JUNE 30, 20132013Rupees2012RupeesCASH FLOW FROM OPERATING ACTIVITIESProfit / (loss) before taxation127,749,571(28,055,802)Adjustments for:- Depreciation- Reversal of impairment loss on investment in associates - net- Loss on disposal of property plant and equipment- Gain on remeasurement of investment at fair value through profit or loss- Provision for gratuity- Excess markup written back- Share of (profit) / loss of associated undertakings- Interest on workers' (profit) participation fund- Provision for workers' (profit) participation fund- Finance 1115,712,733Operating profit before working capital changes(Increase) / decrease in current assets:- Stores and spares- Stock in trade- Trade debts- Advances, prepayments and other receivables- Tax refunds due from GovernmentIncrease / (decrease) in

Mr. Pervez Ahmed 6 attendance Mr. Ali Pervez Ahmed 5 attendance Mr. Hassan Ibrahim Ahmed 5 attendance Mr. Suleman Ahmed 6 attendance Mr. Atta ur Rehman 6 attendance Mr. Muhammad Yousuf 6 attendance Mr. Muntazir Mehdi 5 attendance Operating and financial data with key ratios for the six years is annexed.

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