Annual Report June-19
Annual Report June-19
Annual Report June-19
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COMPANY INFORMATION
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NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that the Thirty Seventh Annual General Meeting of the Members of the
Company will be held on Monday, October 21, 2019 at 12:30 PM at Institute of Chartered
Accountants of Pakistan (ICAP) Auditorium, Chartered Accountants Avenue, Clifton, Karachi to
transact the following business:
A. ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Accounts of the Company for the year ended
June 30, 2019 together with the Chairman's Review Report and Reports of the Directors' and
Auditors' thereon.
2. To approve a final cash dividend of 50% (i.e. Rs. 2.50 per share) for the year 2018-19 as
recommended by the Board of Directors.
3. To appoint Auditors for the year 2019-20 and to fix their remuneration. The present auditors -
Messrs. EY Ford Rhodes, Chartered Accountants, being eligible offer themselves for re-
appointment.
B. SPECIAL BUSINESS
4. To consider, and if thought fit, pass the following Resolution, with or without modification, to
obtain consent from the members for the transmission of Annual Audited Accounts of the
Company in electronic form:
“RESOLVED THAT the consent and approval of the members of the Company be and is
hereby accorded for transmission of annual reports including annual audited accounts,
auditor's report and directors' report, notices of annual general meetings and other
information contained therein of the Company to the members for future years through
CD/DVD/USB instead of transmitting the same in hard copies.
FURTHER RESOLVED THAT the Chief Executive Officer or the Company Secretary of the
Company be and is hereby authorized to do all acts, deeds and things, take or cause to be
taken all necessary actions to comply with all legal formalities and requirements and file
necessary documents as may be necessary or incidental for the purposes of implementing
this resolution.”
4
NOTES:
i. The Share Transfer Books of the Company will remain closed from October 14, 2019 to
October 21, 2019 (both days inclusive) and the final dividend will be paid to the Members
whose names will appear in the Register of Members on October 13, 2019. Members (Non-
CDC) are requested to promptly notify the Company's Registrar of any change in their
addresses and submit, if applicable to them, the Non deduction of Zakat Form CZ-50 with the
Registrar of the Company M/s FAMCO Associates (Private) Ltd, 8-F, Nursery, Block 6
P.E.C.H.S., Shahra-e-Faisal, Karachi.Tel:0092-21-34380101-5,0092-21-34384621-3 (Ext-
103) Fax: 0092-21-34380106. All the Members holding the shares through the CDC are
requested to please update their addresses and Zakat status with their Participants.
ii. A member entitled to attend and vote at this meeting may appoint another member as his/her
proxy to attend and vote for him / her. Proxies in order to be effective must be received at the
Registered Office of the Company not less than 48 hours before the time of holding the
meeting. A proxy must be a member of the Company.
CDC Accounts Holders will further have to follow the guidelines as laid down in Circular 1, dated
the January 26, 2000 issued by the Securities & Exchange Commission of Pakistan.
i. In case of individuals, the account holder or sub-account holder and /or the person whose
securities are in group account and their registration detail is uploaded as per the
Regulations, shall authenticate their identity by showing his/her original Computerized
National Identity Card (“CNIC”) or original passport at the time of attending the meeting.
ii. In case of corporate entity, Board of Directors' resolution/power of attorney with specimen
signature of the nominee shall be produced (unless provided earlier) at the time of the
meeting.
i. In case of individuals, the account holder or sub-account holder is and /or the person whose
securities are in group account and their registration detail is uploaded as per the CDC
Regulations shall submit the proxy form as per the above requirement.
ii. The proxy form shall be witnessed by two persons whose names, addresses and CNIC
numbers shall be mentioned on the form.
iii. Attested copies of the CNIC or passport of the beneficial owners and the proxy shall be
furnished with the proxy form.
iv. The proxy shall produce his/her original CNIC or original passport at the time of the meeting.
5
The Notice of Annual General Meeting has been placed on the Company's website
www.dynea.com.pk in addition to its dispatch to the shareholders.
Pursuant to the directives of the SECP, the dividend of shareholders whose CNIC/SNIC or NTN (in
case of corporate entities), are not available with the Share Registrar shall be withheld.
Shareholders are therefore, requested to submit a copy of their valid CNIC/SNIC (if not already
provided) to the Company's Share Registrar, FAMCO Associates (Pvt.) Ltd. 8-F, Block-6,
P.E.C.H.S., Shahrah-e-Faisal, Karachi.
Government of Pakistan through Finance Act, 2019 has made certain amendments in section 150 of
the Income Tax Ordinance, 2001 whereby different rates are prescribed for deduction of withholding
tax on the amount of dividend paid by the companies. These tax rates are as under:
Shareholders, who are filers, are advised to make sure that their names are entered into latest Active
Tax Payers List (ATL) provided on the website of FBR at the time of dividend payment, otherwise
they shall be treated as non-filers and tax on their cash dividend will be deducted at the rate of 30%
instead of 15%.
As per FBR Circulars C. No.1 (29) WHT/2006 dated 30 June 2010 and C. No. 1 (43) DG
(WHT)/2008-Vol. II-66417-R dated 12 May 2015, the valid exemption certificate is mandatory to
claim exemption of withholding tax U/S 150 of the Income Tax Ordinance, 2001 (tax on dividend
amount) where the Statutory exemption under clause 47B of Part-IV of Second Schedule is
available. The shareholders who fall in the category mentioned in above clause and want to avail
exemption U/S 150 of the Ordinance, must provide valid Tax Exemption Certificate to our Share
Registrar before book closure otherwise tax will b e deducted on dividend as per applicable rates.
In order to enable the Company to follow the directives of the regulators to determine shareholding
ratio of the Joint Account Holder(s) (where shareholding has not been determined by the Principal
Shareholder) for deduction of withholding tax on dividends of the Company, shareholders are
requested to furnish the shareholding ratio details of themselves as Principal shareholder and
their Joint Holders , to the Company's Share Registrar, in writing as per format given below
enabling the Company to compute withholding tax of each shareholder accordingly.
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The required information must reach our Share Registrar within 10 days of this notice, otherwise it
will be assumed that the shares are equally held by Principal Shareholder and Joint Holder(s).
The provisions of Section 242 of the Companies Act, 2017 (the Act) provides that any dividend
declared by a listed company shall only be paid through electronic mode directly into the bank
account designated by the entitled shareholders.
SECP has advised in their Circular No. 18 of 2017 dated August 01, 2017 to all listed companies to
ensure that with effect from November 01, 2017 as also provided in the Companies (Distribution of
Dividends) Regulations, 2017 (as amended from time to time) cash dividends shall be paid through
electronic mode only. Therefore, shareholders are requested to provide the details of their bank
mandate specifying: (a) title of account, (b) account number (c) IBAN (d) bank name and (e) branch
name, code and address to the Company or Share Registrar. Those shareholders who hold shares
with participants / Central Depository Company of Pakistan (CDC) are advised to provide the same
to their concerned participant / CDC.
Please note that as per Section 243(3) of the Act, listed companies are entitled to withhold payment
of dividend, if necessary information is not provided by shareholders.
For the convenience of shareholders e-Dividend Mandate Form is available on Company's website.
E-Voting
Members can exercise their right to demand a poll subject to meeting requirements of Section 143 -
145 of the Act and applicable clauses of Companies (Postal Ballot) Regulations 2018.
Video Conference
Pursuant to SECP Circular No. 10 of 2014 dated May 21, 2014, if the Company receives consent
from members holding in aggregate 10% or more shareholding residing in a geographical location to
participate in the meeting through video conference at least 7 days prior to the date of Annual
General Meeting, the Company will arrange video conference facility in that city subject to
availability of such facility in that city. To avail this facility please provide the following information to
the Share Registrar, Messrs. FAMCO Associates (Pvt) Limited.
I/We, of being a member of Dynea Pakistan Limited holder of Ordinary Share(s) as per Register
Folio No. ___________ hereby opt for video conference facility at (Please insert name of the City)
We are pleased to inform shareholders that the Securities and Exchange Commission of Pakistan
has under and pursuant to SRO No. 787(I)/2014 dated 8 September 2014, permitted companies to
circulate their annual balance sheet and profit and loss accounts, auditors' report and directors'
report etc. (“Annual Report”) along with the notice of annual general meeting (“Notice”), to its
shareholders by email. Shareholders of the Company who wish to receive the Company's Annual
Report and notice of annual general meeting by email are requested to provide the completed
Electronic Communication Consent Form already dispatched, to the Company's Share Registrar,
M/s.FAMCO Associates (Private) Limited.
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Financial Statements and reports of the Company for the year ended June 30, 2019 can be
downloaded from the Company's website.
Unclaimed Dividend
As per the provisions of Section 244 of the Act, any shares issued or dividend declared by the
Company which have remained unclaimed/unpaid for a period of three years from the date of which
it was due and payable, are required to be deposited with Securities and Exchange Commission of
Pakistan for the credit of Federal Government after issuance of notices to the Shareholders to file
their claim. The details of the shares issued and dividend declared by the Company which have
remained due for more than three years are available on the Company's website
www.dynea.com.pk. Shareholders are requested to ensure that their claims for unclaimed dividend
and shares are lodged promptly. In case, no claim is lodged, the Company shall proceed to deposit
the unclaimed/unpaid amount and shares with the Federal Government pursuant to the provision of
Section 244(2) of the Act.
STATEMENT UNDER SECTION 134(3)(B) OF THE COMPANIES ACT, 2017 REGARDING THE
SPECIAL BUSINESS:
This statement sets out the material facts concerning the special business, given in agenda item
No.4 of the notice, intended to be transacted at the Annual General Meeting of Dynea Pakistan
Limited to be held on October 21, 2019.
The directors of the Company have recommended the resolution which will give the members the
option to receive annual balance sheet, profit & loss account, auditor's report and directors' report
etc. ("annual audited accounts") through CD/DVD/USB at their registered address and to bring
about and implement the Securities and Exchange Commission of Pakistan's directive
communicated through Notification # SRO 470(1)/2016 dated 31st May 2016.
The Directors are not interested, directly or indirectly, in the above business except to the extent of
their investment as has been detailed in the pattern of shareholding annexed to the Directors'
Report.
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CHAIRMAN'S REVIEW REPORT
Board Structure
The Board has a strong background in financial management complemented by directors with legal,
technical and manufacturing expertise. During the year, Syed Ali Azfar Naqvi resigned and he was
replaced by Ms. Anam Fatima Khan. Mr Sajid Hassan did not seek re-election and the incoming
director is Mr. Adnan Afridi.
I wish to thank Syed Ali Azfar Naqvi and Mr. Sajid Hassan for their valuable contributions and I
welcome the two new directors to our Board.
Board meetings are held quarterly and otherwise as required. Attendance and participation are good
and directors are available at other times to support management, in particular with compliance and
legal matters. Their input is highly valued and much appreciated by both management and myself.
In a mature market such as that in which the Company finds itself, it is not always easy to devise a
strategy going forward. The strategy developed in 2010 to rebuild the Company was fully supported
by the Board and the results speak for themselves. A new strategy has been developed to begin
growing the Company's manufacturing base and improving efficiency. The first phase of this has
been approved by the Board and it is currently being implemented by management. Further land
adjacent to the existing site has been acquired in Gadoon. The site is now under development and it
will be used to expand the Company's manufacturing base when economic and market conditions
are favourable.
The Board contains a strong representation of directors with backgrounds in finance, banking and
business management. Systems are in place to ensure that financial management of all aspects of
the Company's operations are managed with transparency, honesty and integrity. I feel that the
outsourcing of the internal audit function to PwC adds further strength to the financial management
of the business.
Risk Management
The Board is very conscious of the need to evaluate and manage risk to ensure business continuity.
Two projects in which directors are currently active is in succession planning to ensure smooth
transitions when key people leave the Company and the unauthorised infiltration of the IT function by
Internal or external sources. During the past year, IT systems have been upgraded and new access
protocols established. I believe that the Company's proprietary data are now much more secure
from the threat of cyber attack.
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CHAIRMAN'S REVIEW REPORT
Monitoring Role
The Audit Committee and Board have implemented a programme whereby a number of Company
policies and procedures are presented for review and updating at their meetings. Efforts are ongoing
to maintain corporate governance compliance at a time of increasingly stricter requirements.
As mentioned earlier in this review, the Directors willingly give of their time and expertise on a regular
basis. This is important to management. Beyond that, the Company often outsources support
services that are beyond the scope of the Board and management to provide as illustrated by the use
of an external consultant to review the Company's IT systems and to advise on how to better secure
our data.
I see my role as Chairman as that of a leader and facilitator. I am not based in Pakistan although I am
a frequent visitor. With the assistance of modern communication systems I am able to maintain a
mentoring and advisory role during my periods of absence.
All in all, I think the Company's results during the last 10 years are a reflection of the performance of
the Board and its management. I wish to thank my fellow directors for having faith in me to continue in
my role as Chairman. The direction and guidance provided by the Board of Directors is hereby
acknowledged.
Donald Jenkin
Chairman
Karachi.
Dated: August 30, 2019
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DIRECTORS' REPORT
The Directors of your Company are pleased to present the Annual Report together with the
Company's Audited Financial Statements for the financial year ended June 30, 2019.
Economic Environment
Pakistan's economy witnessed a sharp decline in GDP growth from 5.79% in 2017-18 to 3.30% in
2018-19. The hike in energy prices and the ongoing political and economic problems still remain key
impediments to growth and foreign investment in Pakistan. It is hoped that the recent changes in
governance will address these issues.
Operations
Sales revenue during 2018-19 was Rs.5,140.03 million compared to Rs.3,858.32 million in the
previous financial year and the profit before tax was Rs 321.48 million compared to Rs.379.10
million in the previous financial year. The main reasons for the decline in profits are instability of the
economy, devaluation of the currency and the increase in KIBOR rates.
Resin Division
Turnover of the Resin Division in 2018-19 was Rs.2,485.01 million compared to Rs.2,156.92 million
in the previous financial year, an increase of 15.21%. The segment result of the Resin Division was
Rs.241.60 million compared to Rs.310.48 million for the previous financial year.
Turnover of the Moulding Compound Division in 2018-19 was Rs.2,655.02 million compared to
Rs.1,701.39 million in the previous financial year, an increase of 56.05%. The segment result of the
Moulding Compound Division was Rs.320.54 million compared to Rs.235.33 million for the previous
financial year.
Financial Performance
Following are the summarised financial results of the Company for the year 2018-19:
------------------(Rupees '000')--------------
2018-19 2017-18
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DIRECTORS' REPORT
The Company's contribution to the National Exchequer in the form of various taxes and levies for
the year under review was Rs.1,282 million (2017-18 was Rs.1,028 million).
Future Outlook
On top of the slowdown of economy, the implementation of statutory requirements would have
implication to achieve sales targets of our Company. However, the Company's management shall
continue to make every effort to achieve its business objectives through effective and efficient
planning and its execution. The Company is striving to broaden its customer-base to ensure its long
term sustainability.
Election of Directors
After the expiry of the terms of the previous members of the Board of Directors, the following were
elected as Directors for a term of three years with effect from June 29,2019.
The Company has continued its focus on improving its HSE performance. Both factories are certified
to international safety and environmental management systems standards.
The Company currently has projects underway to improve the quality of its liquid waste with the aim
of being able to recycle it back into the processes, thereby reducing its outsourced water usage.
The Company not only fosters a culture of mutual respect among all its employees but it also
encourages people to share their input towards improving the quality of the work environment.
The Company runs a well maintained primary school at Jenson Village in Hub, Baluchistan. This
school was established primarily for the children of the Company's employees but other children of
the locality are also permitted to study at the school. Presently there are 114 students of whom 82
come from the local community. Furthermore, the Company contributes 1% of PBT to a charitable
trust.
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DIRECTORS' REPORT
The Company's operations could be adversely affected by payment defaults as the economy
tightens; adverse changes in government regulations; foreign currency fluctuations; increase in the
KIBOR rate; entrance of a new competitor and an enduser going captive; changes in the rate or
method of taxation; and a deterioration in the security situation.
The Company vigilantly monitors its operations with a view to minimizing the adverse impact to its
overall business that could arise as a result of inherent risks.
Internal audit services continued to be outsourced. During the year, significant and material findings
of internal and external auditors were addressed on a priority basis by the management and the
status was regularly reported to the Audit Committee.
Based upon the results achieved from reviews, ongoing testing of financial reporting controls and
audits conducted during the year, the Company considers that the existing system of internal
controls is adequate and is being effectively implemented and monitored.
All transactions with related parties are entered into by the company in its ordinary course of
business on an arm's length basis and they have been disclosed in the financial statements under
the relevant notes.
The Directors and management of the Company are committed to good corporate governance. As
required under the Code of Corporate Governance, the Directors are pleased to state as follows:
1) The financial statements prepared by the management of the Company present fairly the
Company's state of affairs, the result of its operations, cash flow and changes in equity.
3) Appropriate accounting policies have been consistently applied in the preparation of the
financial statements and the accounting estimates are based on reasonable and prudent
judgment.
4) International Financial Reporting Standards have been used as the basis for the preparation
of the financial statements and any departure therefrom has been adequately disclosed and
explained.
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DIRECTORS' REPORT
5) The system of internal control is sound in design and has been effectively implemented and
monitored.
6) There are no significant doubts upon the Company's ability to continue as a going concern
unless there is an adverse decision in the Vend and Permit Fee case currently pending
before the Supreme Court of Pakistan. Information about the case is being presented
separately in this report.
7) There has been no material departure from the best practices of corporate governance as
detailed in the listing regulations. A Code of Conduct has been prepared and delivered to
every director and employee.
9) Information about taxes and levies is given in the notes to the accounts.
10) The value of the investments in the Company's provident fund scheme, based on un-audited
accounts for the year ended June 30, 2019, stands at Rs.92.50 million.
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DIRECTORS' REPORT
ii) The Audit Committee convened 4 times and attendance of the respective directors
was as under:
* Ms. Anam Fatima Khan was appointed as a member after three meetings.
iii) The Human Resource & Remuneration Committee convened 3 times and
attendance of the respective directors was as under:
* Ms. Anam Fatima Khan was appointed as a member after two meetings.
All the directors of the Company have attended mandatory directors training programme required
under the Code of Corporate Governance.
Regarding the Vend and Permit Fee case, the Sindh High Court has already pronounced favourable
decisions twice in favour of the Company. Presently the case is pending before the Honourable
Supreme Court of Pakistan. In view of the legal merits of the case and the previous two favourable
decisions of the Sindh High Court, the management expects the Supreme Court to confirm the
previous decisions, thereby not affecting the Company's ability to continue as a going concern. The
Company is optimistic that the Supreme Court will deliver its verdict in timely manner.
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DIRECTORS' REPORT
The Company has made the following cash dividend payments since 2013-14.
In view of the Company's performance during the outgoing financial year, the Directors propose a
payment of Rs 2.50 per share i.e. 50% dividend to the shareholders.The Directors have also
announced a transfer of Rs. 150 million to the general reserve
Appointment of Auditors.
The retiring auditors, M/s. EY Ford Rhodes, Chartered Accountants, being eligible, offer themselves
for re-appointment for the ensuing year. They have been given a satisfactory rating under the Quality
Control Review Programme of the Institute of Chartered Accountants of Pakistan. The Directors
recommend that they be reappointed for the upcoming year.
Acknowledgement
The Directors acknowledge and extend their appreciation to all the stakeholders for their efforts in
contributing to the satisfactory outcome for the current financial year, especially the motivation and
support received from the customers and employees of the company.
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KEY OPERATING AND FINANCIAL DATA
FINANCIAL POSITION :
OPERATING RESULTS :
PROFIT / (LOSS)
BEFORE TAXATION 321,480 379,096 258,910 199,229 156,199 152,742
PROFIT / (LOSS)
AFTER TAXATION 226,901 294,887 176,978 135,347 104,588 124,821
EARNING / (LOSS) PER SHARE Rs. 12.02 15.63 9.38 7.17 5.54 6.61
17
0.11%
4%
11%
51.92% 5%
47.97% 59%
20%
Moulding Compound
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STATEMENT OF COMPLIANCE WITH CODE OF CORPORATE GOVERNANCE
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STATEMENT OF COMPLIANCE WITH CODE OF CORPORATE GOVERNANCE
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STATEMENT OF COMPLIANCE WITH CODE OF CORPORATE GOVERNANCE
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EY Ford Rhodes UAN: 9221 111 11 39 37 (EYFR)
Chartered Accountants Tel: +9221 3565 0007-11
Progressive Plazza, Beaumont Road Fax: +9221 3568 1965
P.O. Box 15541, Karachi-75530 [email protected]
Building a better Pakistan. ey.com/pk
working world
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A member firm of Ernst & Young Global Limited
EY Ford Rhodes UAN: 9221 111 11 39 37 (EYFR)
Chartered Accountants Tel: +9221 3565 0007-11
Progressive Plazza, Beaumont Road Fax: +9221 3568 1965
P.O. Box 15541, Karachi-75530 [email protected]
Building a better Pakistan. ey.com/pk
working world
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A member firm of Ernst & Young Global Limited
Building a better
working world
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A member firm of Ernst & Young Global Limited
Building a better
working world
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A member firm of Ernst & Young Global Limited
Building a better
working world
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A member firm of Ernst & Young Global Limited
Building a better
working world
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A member firm of Ernst & Young Global Limited
STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2019
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STATEMENT OF PROFIT OR LOSS FOR THE YEAR ENDED 30 JUNE 2019
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STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2019
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STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2019
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STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2019
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019
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NOTES TO THE FINANCIAL STATEMENTS
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NOTES TO THE FINANCIAL STATEMENTS
Standards, interpretations and amendments to approved accounting standards that are not yet effective
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NOTES TO THE FINANCIAL STATEMENTS
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NOTES TO THE FINANCIAL STATEMENTS
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NOTES TO THE FINANCIAL STATEMENTS
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NOTES TO THE FINANCIAL STATEMENTS
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NOTES TO THE FINANCIAL STATEMENTS
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NOTES TO THE FINANCIAL STATEMENTS
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NOTES TO THE FINANCIAL STATEMENTS
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NOTES TO THE FINANCIAL STATEMENTS
5,362,500 5,073,243
5,362,500 3,987,101
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NOTES TO THE FINANCIAL STATEMENTS
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NOTES TO THE FINANCIAL STATEMENTS
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NOTES TO THE FINANCIAL STATEMENTS
46
NOTES TO THE FINANCIAL STATEMENTS
47
NOTES TO THE FINANCIAL STATEMENTS
48
NOTES TO THE FINANCIAL STATEMENTS
49
NOTES TO THE FINANCIAL STATEMENTS
50
NOTES TO THE FINANCIAL STATEMENTS
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NOTES TO THE FINANCIAL STATEMENTS
The moulding compound division produces aminoplast compound and melamine glazing powder.
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NOTES TO THE FINANCIAL STATEMENTS
equity risk.
foreign currency.
53
NOTES TO THE FINANCIAL STATEMENTS
54
NOTES TO THE FINANCIAL STATEMENTS
84,375,000
312,388,105
274,783,631
631,745,189 91,229,721
28,125,000 56,250,000
265,208,310
266,667,843
304,133,439 327,470,281
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NOTES TO THE FINANCIAL STATEMENTS
1,284,365,705 1,180,135,222
1,378,727,770 1,274,497,287
2,019,136,401 1,991,165,130
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NOTES TO THE FINANCIAL STATEMENTS
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NOTES TO THE FINANCIAL STATEMENTS
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COMBINED PATTERN OF CDC & PHYSICAL SHAREHOLDINGS
AICA
AICA
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COMBINED PATTERN OF CDC & PHYSICAL SHAREHOLDINGS
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THIRTY SEVENTH ANNUAL GENERAL MEETING
Thirty Seventh
October 21, 2019
2019
(37) 2019 21
2019