| Burma Oil Mills Limited |
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| Contents |
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| Company Profile |
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| Notice of Annual General
Meeting |
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| Financial Key Data |
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| Directors' Report to the
Shareholders |
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| Vision Statement and Mission
Statement |
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| Statement of
Compliance & Auditors Review Report |
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| Auditor's Report to the
Members |
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| Balance
Sheet |
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| Profit and Loss Account |
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| Cash
Flow Statement |
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| Statement of Changes in Equity |
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| Notes to the Accounts |
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| Details of Pattern of Share
Holding |
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| Pattern of Share Holding |
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| Board of Directors |
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| Mr.
Tariq M. Rangoonwala |
Chairman |
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| Mr.
A. Rahim Zuben |
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Chief Executive |
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| Mr. S. Naseem-uz-Zaman |
Direcotr |
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| Mr.
Muhammad Salim |
|
Direcotr |
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| Mr.
M. Afzal Nagaria |
|
Direcotr |
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| Mr.
M. Yousuflsmail |
|
Direcotr |
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| Mr. Muhammad Asif |
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Nominee Director NIT |
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| Legal Advisor |
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| M/s.
Mohsin Tayabaly & Co. |
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| Company Secretary |
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| Mr. Qaiser Alam |
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| Audit Committee |
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| Mr. Muhammad Salim |
Chairman |
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| Mr. M. Yousuf Ismail |
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| Mr. M. Afzal Nagaria |
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| Executive Committee |
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| Mr.
A. Rahim Zuberi |
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Chief Executive |
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| Mr. Raees Ahmed Siddiqui |
Manager Production |
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| Mr. Muhammad Aslam |
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Chief Financial Officer |
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| |
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| Auditors |
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| M/s.
Hyder Bhimji & Co; Chartered Accountants |
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| Bankers |
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| Habib Bank AG Zurich |
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| Habib Bank Limited |
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| Muslim
Commercial Bank Limited |
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| |
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| Registered Office |
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| V.M.
Plaza, 13, West Wharf, Karachi. |
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| Notice
of Annual General Meeting |
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| Notice
is hereby given that the 47th Annual General Meeting of Burma Oil Mills
Limited will be held on Thursday, |
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| October
24. 2002 at 03:30 P.M. at V.M. Plaza, 13 - West Wharf, Karachi, to transact
the following business. |
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| Ordinary Business |
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| 1.
To confirm the minutes of the Annual General Meeting held on December 31,
2001. |
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| 2.
To receive and adopt the Audited Accounts of the Company forfheyear ended
June 30, 2002 together |
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| with
the Directors' and Auditors' Reports thereon. |
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| |
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| 3.
To appoint Auditors for the ensuing year and fix their remuneration. (M/s.
HyderBhimji & Co; Chartered |
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| Accountants,
retire and being eligible, offer themselves for reappointment). |
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| Special Business |
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| 4.
To consider and if deemed fit, to pass the following resolution as Special
resolution: |
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| |
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| "Resolved
that the majority shareholders/sponsors of the company WiH buy back the
shares of the |
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| company
at a price ofRs. 10.00 per share fixed by the Karachi Stock Exchange
(Guarantee) Limited, |
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| from
the general public, NIT and other shareholders of the company." |
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| "Further
resolved that the company be de-listed from the Karachi Stock Exchange. Mr.
Tariq M. |
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| Rangoonwala,
the Chairman of the Company be and is hereby authorized to take necessary
action as |
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| deemed
fit in this regard." |
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| |
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| 5.
To transact any other business with the permission of the Chairman. |
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| Karachi: September 30, 2002. |
By Order of the Board |
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| Notes: |
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|
QAISER ALAM |
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| |
Company Secretary |
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| NOTES : |
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| 1.
The Share Transfer Books of the company will be closed from October 18, 2002
to October 24, 2002 |
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| (both
days inclusive). Transfer received at the registered office of the company at
V.M. Plaza, 13, West |
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| Wharf,
Karachi at the close of business on October 17, 2002 will be treated in time. |
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| |
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| 2.
All members are entitled to attend and vote at the meeting. A member may
appoint another member as |
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| his/her
proxy to attend and vote on his/her behalf. |
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| |
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| 3.
The instrument appointing proxy and the other authority under which it is
signed or-a notanally |
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| certified
copy thereof must be lodged at the company's registered office duly stamped
and signed not |
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| later
than 48 hours before the meeting. |
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| |
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| 4.
Any change of address should be notified immediately to the companys'
registered office, V.M. Plaza, |
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| 13,
West Wharf, Karachi-74000. |
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| |
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| 5.
i) Account holders and sub-account holders and/or the persons whose
securities are in group |
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| account
and holding book entry securities in CDC and who wish to attend the General
Meeting |
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| are
requested to please bring original National Identity Card (NIC) with copy
duly attested or |
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| the
original passport for the purpose of identification. In case of proxy, he/she
must also |
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| produce
attested copy of his/her NIC or original passport at the time of the meeting. |
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| |
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| ii)
In case of corporate entities, the Board of Directors resolution/power of
attorney with specimen |
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| signature
shall be submitted along with the proxy form to the company. |
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| Statement
under Section 160 of the Companies Ordinance, 1984 |
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| The
approval of the shareholders of the company is being sought for the buy-back
of shares by the |
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| majority
share holders/sponsors of the company at a price fixed by the Karachi Stock
Exchange (Guarantee) |
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| Limited
and de-listing of the company from the Stock Exchange. |
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| Financial Key Data |
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| Particulars |
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2002 |
2001 |
2000 |
1999 |
1998 |
1997 |
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| Financial Position |
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| Paid up Capital |
|
15,000,000 |
15,000,000 |
15,000,000 |
15,000 |
15,000 |
15,000,000 |
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| Capital Reserve |
|
1,188,932 |
1,189 |
1,188,932 |
1,188,932 |
1,188,932 |
1,188,932 |
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| General Reserve |
|
1,028,670,386 |
1,028,670,386 |
1,028,670 |
16,125,000 |
16,125,000 |
16,125,000 |
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| Fixed Assets at Cost |
|
95,050,599 |
93,959,073 |
52,586,340 |
38,660,240 |
38,660,240 |
39,038,240 |
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| Accumulated
Depreciation |
41,431,768 |
37,325,297 |
33,961,103 |
34,169,777 |
33,679,605 |
33,210,058 |
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| Long Term Investments |
|
658,255 |
22 |
21,718 |
21,718 |
21,718 |
21,718 |
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| Long Term Deposits |
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1,685,743 |
4,790,244 |
4,090,295 |
3,977,495 |
3,876,944 |
3,897,081 |
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| Current Assets |
|
59,709,620 |
78,653,213 |
32,380,940 |
13,962,965 |
31,120,494 |
59,749,328 |
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| Current
Liabilities |
|
24,417,107 |
4,237,145 |
39,928,670 |
1,016,168,472 |
999,819,127 |
871,837,433 |
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| Long Term Liabilities |
|
90,266,000 |
117,595,000 |
— |
— |
— |
— |
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| Income |
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| Sales |
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86,671,937 |
— |
— |
— |
22,822,589 |
268,955,505 |
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| Other Income |
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2,336,082 |
195,658 |
495,443 |
2,476,779 |
433,099 |
1,814,226 |
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| Pre-Tax Profit / (Loss) |
|
(16,827,465) |
195,658 |
(12,000) |
(33,891,639) |
(158,540,787) |
(220,801,531) |
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| Taxation |
|
450,000 |
740,000 |
6,407 |
4,856 |
118,000 |
7,734,860 |
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| Statistics & Ratios |
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| Pre-Tax Profit to Sales % |
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(19) |
— |
— |
— |
(695) |
(82) |
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| Pre-Tax
Profit to Capital % |
(112) |
1 |
(0) |
(226) |
(1,056,940) |
(1,472) |
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| Current Ratio |
|
2 |
19 |
(1) |
(0) |
(0) |
(0) |
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| Paid-up
Value per Share (Rs.) |
10 |
10 |
10 |
10 |
10 |
10 |
|
| Earning
alter Tax per Share (Rs.) |
(12) |
(0) |
(0) |
(23) |
(106) |
(152) |
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| Break-up
Value per Share (Rs.) |
1 |
12 |
13 |
(662,48) |
(640) |
(534) |
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| Directors'
Report to the Shareholders |
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| |
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| The
Directors welcome you to the 47th Annual General Meeting of the company and
place before you the company's |
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| Annual
Report together with Audited Financial Statements for the year ended June
30,2002. |
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| Financial Results |
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| |
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| A
summary of the financial results is shown below: |
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2002 |
2001 |
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| |
Rupess |
Rupees |
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| Operating Results |
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| Profit
/ (loss) before taxation |
|
(16,827,465) |
195,658 |
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| Taxation-Current |
|
(450,000) |
(740,000) |
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| Profit
/ (Loss) after Taxation |
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(17,277,465) |
(544,342) |
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| Accumulated
(losses) brought forward |
|
(1,026,592,512) |
(1,026,048,170) |
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| Accumulated
(losses) carried forward |
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(1,043,869,977) |
(1,026,592,512) |
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| Earnings
per share (Negative) |
|
(12) |
(0) |
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| |
| Production |
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| The
production of Banaspati Ghee, Cooking Oil during the year are as under: |
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| Banaspati Ghee |
|
1438.424 |
Metric tons |
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| Cooking Oil |
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387.496 |
Metric tons |
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| Total |
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1825.92 |
Metric tons |
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| Sales |
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| The
company has achieved sales ofRs. 86,67.1,937 during the year. |
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| Unfortunately
due to uncertain economic conditions and the lack of promotional activity,
the majority sale was |
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| 16
Kilo packs that were sold at a negative gross margin to compete with the more
established brands of similar |
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| pack size. |
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| Dividend |
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| |
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| The
Board of Directors has decided not to declare any dividend this year due to
loss after taxation. |
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| Buy-back
of shares by the Sponsors and de-listing from the Stock Exchange |
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| |
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| A
notice was received by the Karachi Stock Exchange placing the company on the
list of those who did not |
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| declare
dividends for the last several years and advised the company either to
rectify the discrepancy or to apply |
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| for
the buy-back of shares and voluntary de-listing from the Stock Exchange. In
compliance to the notice the |
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| company
had applied for the buy back of shares by the sponsors of the company. After
a series of correspondence |
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| and
meetings, the Karachi Stock Exchange has finally fixed the price of Rs. 10/-
per share for the purpose of |
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| buy-back
of company's shares by the sponsors. Although the break-up value per share
was almost zero. The |
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| matter
is now under process and the formalities in this connection are being done
under advice of the Karachi |
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| Stock Exchange. |
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| |
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| Health
Safety and Environment |
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| |
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| Appropriate
facilities existed for safeguarding the health of employees. There was no
Lost Work Injury (LWI) |
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| relevant to employees. |
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| |
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| Our
basic business is manufacture, process and marketing ofBanaspati Ghee and
Cooking Oil. The Company is |
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| responsive
to environmental considerations and principles of Safety in all its
operations under prescribed rules |
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| and
regulations to guard against any mishap. |
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| Board of Directors |
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| |
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| After
publication of the last year's Report following changes have taken place: |
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| Incoming |
|
Outgoing |
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| Mr. Muhammad Asif (NIT) |
|
Mr. Imran Hussain (NIT) |
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| |
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| The
Board welcomes the new member and record its appreciations for the valuable
services rendered by the |
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| outgoing Director-»- |
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| |
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| Auditors |
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| |
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| The
present Auditors M/s. Hyder Bhimji & Company, Chartered Accountants,
retire and being eligible offer |
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| themselves
for reappointment and as required by Code of Corporate Governance'the Board
of Directors recommend |
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| the
appointment of M/s. Hyder Bhimji & Co; Chartered Accountants for the
period ending June 30, 2003 as |
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| suggested
by the Audit Committee. |
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| |
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| Statements
of Corporate and Financial Reporting Framework |
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| |
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| a)
The financial statements, prepared by the management of the company, present
fairly it's state of affairs, |
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| the
result, it's operation, cash flows and changes in equity. |
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| |
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| b)
Proper books of the company have been maintained. |
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| |
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| c)
Appropriate accounting policies have been consistently applied in preparation
of financial statements |
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| and
accounting estimates are based on reasonable and prudent judgement. |
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| |
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| d)
International Accounting Standards, as applicable in Pakistan, have been
followed in preparation of |
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| financial
statements, any departure there from has been adequately disclosed. |
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| |
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| e)
Board believes the internal control system of the company is sound in design
and is effectively |
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| |
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| implemented
and monitored by internal audit and other such procedures. The process of
review will |
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| continue
and any weakneses in implementation of controls will-be removed. |
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| |
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| f)
There are no significant doubts upon company's ability to continue as going
concern. |
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| |
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| g)
There has been no material departure from the best practices of corporate
governance, as detailed in |
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| the listing regulations. |
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| |
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| h)
Key operating and financial data for last six years in summarized form is
annexed, |
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| |
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| i)
Outstanding taxes and levies: |
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| |
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| There
are no outstanding taxes, levies except the excise matter, the payment of
which has already been |
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| made under protest. |
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| |
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| j)
The company has yet to formulate a policy of staff retirement benefits for
new employees. |
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| |
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| k)
During the year 04 meetings of the Board of Directors were held. Attendance
by each Director is as |
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| follows: |
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| Name
of Director No. Of Meetings Attended |
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| Mr. Tariq M. Rangoonwala |
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3 |
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| Mr.
A. Rahim Zuberi |
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4 |
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| Mr. S. Naseem-uz-Zaman |
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3 |
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| Mr.
Muhammad Salim |
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2 |
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| Mr.
M. Afzal Nagaria |
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3 |
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| Mr.
M. Yousuflsmail |
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1 |
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| Mr.
Imran Hussain |
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3 |
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| Mr.
Muhammad Asif (No meeting was held since his joining) |
NIL |
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| |
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| Leave
of absence was granted to Directors who could not attend the meeting |
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| |
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| 1)
The pattern of shareholdering is annexed. |
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| |
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| m)
There has been no trading in shares by the directors, CEO, CFO and the
Company Secretary and their |
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| spouses
during the year. \ |
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| Future Prospects |
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| |
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| Your
Directors are optimistic that with the existing government policies and
conditions, the Company will be |
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| able
to carry out its planned activities. Any material changes in the government
policies or worsening of global |
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| conditions,
might adversely affect the Company's operations. |
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| |
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| Acknowledgment |
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| |
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| It
is our privilege, to share with you our deep appreciation for the untiring
efforts and dedications shown by |
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| Company
employees, during the course of the year. |
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| |
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| We
would also like to thank our valued customers, suppliers, financers and
shareholders for their cooperation and |
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| trust
reposed in our company. |
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| |
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| |
A. Rahim Zuberi |
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| Karachi:
September 24, 2002 |
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Chief Executive |
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| Vision Statement |
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| |
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| To
be a nationally and internationally acknowledged as the prime Banaspati Ghee
and Cooking Oil industry |
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| with
the quality standard in the market. |
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| |
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| Mission Statements |
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| |
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| Our
mission is to further improve the standard of our products and provide
excellent quality and brands to our |
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| consumers
who have trust and confidence in our group. |
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| |
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| Strategic Goals |
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| |
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| *
Providing Customer Satisfaction |
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| |
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| *
Ensuring Quality Services |
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| |
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| *
Ensuring Security and Accountability |
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| |
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| *
Expanding Customer Base |
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| |
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| *
Ensuring Efficient Resource Management |
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| |
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| Core Values |
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| |
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| *
Striving for continuous improvement and innovation with commitment and
responsibility. |
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| |
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| *
Treating stakeholder with respect, courtesy and competence. |
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| |
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| *
Maintaining teamwork, trust and support with open and candid communication. |
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| |
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| *
Ensure cost consciousness in all decisions and operations. |
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| Statement
of Ethics and Business Practices |
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| |
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| The
articulation of this statement is based on following points: |
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| |
|
| *
Avoid questionable and improper payments or use of the company's assets. |
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| |
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| *
Avoid political Contribution. |
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| |
|
| *
Avoid conflict of interest. |
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| |
|
| *
Maintain and keep the confidentiality of the Books and records of the company |
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| |
|
| *
Ensure payments, due to the customers, agents and suppliers. |
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| |
|
| *
Avoid reporting violations. |
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| |
|
| *
Keep integrity and avoid scrupulous dealings. |
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| |
|
| *
Ensure strict observance of the laws of the country. |
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| |
|
| *
Avoid giving and receiving gifts. |
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| |
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| Statement
of Compliance with Best Practices of Corporate Governance |
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| |
|
| The
Company is in process of implementing all facets of the Code of Corporate
Governance issued by the Karachi Stock |
|
| Exchange
and the Board feel pleasure in stating that provisions of the code, relevant
for the year ended June 30, 2002 have been |
|
| duly complied with. |
|
| |
|
| Review
Report to the Members on Statement of Compliance with best Practices of |
|
| Code
of Corporate Governance |
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| |
|
