| BOLAN CASTING LIMITED. |
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| Annual Reports 2002 |
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| CONTENTS |
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| Company Profile |
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| Company Information |
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| Notice
of Annual General Meeting |
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| Vision
Statement & Mission Statemen |
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| Statement
of Ethics & Business Practi |
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| Chairman's Review |
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| Directors'
Report to the Shareholder; |
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| Pattern of Shareholding |
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| Application of Revenue |
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Decade at a Glance |
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| Customer & Product Range |
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| Statement
of value added & its distribution |
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| Statement of Compliance
with Best Practices |
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| of Code of Corporate Governance
and |
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| Auditors' Review Report thereon |
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| Auditors'
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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| Company Profile |
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| INTRODUCTION: |
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| Being
a modern and well equipped foundry and holding a major market share ot the
tractor and automotive castings, |
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| BCL
can rightly claim to be the No. 1 foundry of its kind in Pakistan, |
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| The
company was incorporated on 15th July, 1982 as a public limited company by
Pakistan Automobile Corporation |
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| Ltd
(PACO) under the administrative control of Ministry of Production, Government
of Pakistan. The plant was |
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| commissioned
in June, 1986 with the assistance of Foundry Management & Design Company
(FMD), U.K. and the |
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| commercial
production was started in July 1986. The plant is located at about 40 Kms
from Karachi on the Main R.C.D. |
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| Highway
Sub Tehsil Hub District Lasbella Balochistan. The company was privatized and
handed over to a group of |
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| management
under a joint collaboration of Millat Tractors Ltd. and the Employees of
Bolan Castings Ltd. on 13th June, |
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| 1993.
The plant has an approximate covered area of 18645 square meters, on surface
area of 99274 square meters. |
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| PRODUCTION
CAPACITY: |
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| The
plant is designed to produce 6000 tons of tractor and automotive castings in
grey and ductile iron like Engine block, |
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| Cylinder
head, Gearboxes, Axle housings, Hubs and Brake drums etc. So far, more than
180 different types of castings |
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| have
been successfully developed and supplied to various customers. |
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| |
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| PRODUCTION
FACILITIES: |
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| The
foundry has, a) Duplex melting facilities consisting of Twin Cold Blast
Cupolas and Coreless Induction Furnaces, b) |
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| |
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| High
Pressure Moulding line, c) New Sand Preconditioning Plants, d) Resin Coating
Plant Continuous Mixer, Shell Core |
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| Machines,
Silicate / Co2 Core Machines, e) Shot blasting, fettling, grinding, heat
treatment and painting and f) Complete |
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| Inspection,
testing and quality control laboratory equipments. FORWARD INTEGRATION: |
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| In
the year 1998-99, setting up of in-house machining lines for various castings
of tractor and trucks was under taken. |
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| This
has resulted in a considerable boost to BCL sales and profitability |
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| BACKWARD INTEGRATION: |
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| In
the year 2000-2001, a CNC machining set up was added in the Pattern shop to
manufacture new pattern tooling |
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| equipments.
This has reduced considerably the development time for new products. |
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| ISO
9002 CERTIFICATION: |
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| BCL
foundry was first of its kind to obtain ISO 9002 certification in April,
1999. The company is now planning to go for the |
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| revised
ISO 9001-2000 version of Quality Management System on expiry of our present 3
years certification period. |
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| EXPORT MARKET: |
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| After
having some success in the Turkish market, orders from other European
countries have also been received and |
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| initial
consignments dispatched to them. The company has planned to boost its export
to 25% of its sales by the year |
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| 2005 |
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| Board Of Directors: |
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| Mr. Sikandar M. Khan |
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Chairman |
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| Mr. Latif Khalid Hashmi |
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Chief Executive |
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| Mr. Sohail Bashir Rana |
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Director |
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| Mr. Laeeq Uddin Ansari |
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Director |
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| Mr. Javaid Ashraf |
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Director |
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| Mr.
Mian Muhammad Saleem |
Director |
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| Mr.
Bashir Ahmed Chaudhry |
Director |
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| Mr. A. Rauf Chandio |
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Director |
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| Mr.
Manzoor Ahmed Sheikh |
Director (NIT Nominee) |
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| Audit Committee: |
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| Mr. Laeeq Uddin Ansari |
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Director |
Chairman Audit Committee |
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| Mr.
Mian Muhammad Saleem |
Director |
Member Audit Committee |
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| Mr.
Bashir Ahmed Choudhry |
Director |
Member & Secretary
Audit Committee |
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| Company Secretary: |
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| Mr. M. Mushtaq Akhtar |
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| Chief Financial Officer |
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| Auditors: M/s Avais Hyder
Zaman Rizwani |
Chartered Accountants |
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| Legal Advisors: |
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| M/s
Mohsin Tayeb All & Co |
Advocates & Legal
Consultants |
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| Bankers: |
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| M/s Habib Bank Limited |
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| M/s
Muslim Commercial Bank Limit |
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| M/s United Bank Limited |
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| M/s
Standard Chartered Bank |
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| M/s ABN Amro Bank |
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| M/s
Bank AI-Falah Limited |
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| Factory
& |
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| Registered Office: |
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| Main RCD Highway, Sub-Tehsil
Hub, |
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| District Lasbella,
Balochistan, Pakistan |
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| Ph# 0202-32381-2
Fax:0202-32524 |
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| E-mail: bclhub@cyber.net.pk |
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| Web:
www.bolancastings.com |
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| Liaison Office: |
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| F-1,
S.l.T.E, Hub River Road, Shershah, |
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| Karachi - 75730 |
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| Ph#
2566712-4, 2579681 Fax: 2573558 |
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| E-mail:
bclho@cyber.net.pk |
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| Web:
www.bolancastings.com |
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| Notice
of Annual General Meeting |
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| Notice
is hereby given that 20th Annual General Meeting ofBolan Castings Limited
will be held at the registered office |
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| of
the company Main RCD Highway, Sub-Tehsil Hub, DistrictLasbella, Balochistan
Pakistan on Monday 28th October, 2002 |
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| at
10:00 hours to transact the following business: |
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| A. ORDINARY BUSINESS |
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| 1. To confirm the minutes of the 19th Annual
GeneralMeeting. |
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| 2. To receive, consider and adopt the audited
accounts of the company for the year ended 30 th June 2002 together with the
Directors' and Auditors' reports |
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| thereon. |
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| 3. To approve payment of dividend as
recommended bythe Directors. |
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| 4. To appoint auditors for the year ending
30th June 2003and to fix their remuneration. Present auditors M/'s. |
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| Avais
Hyder Zaman Rizwani, Chartered Accountantsretire and being eligible offer
themselves for re-appointment. |
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| 5. To elect eight Directors as fixed by the
Board of Directors for term of three years. The retiring Directors are:
Mr. |
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| Sikandar
M. Khan, Mr. Sohail Bashir Rana, Mr. Laeeq Uddin Ansari, Mr. Javaid Ashraf,
Mr. Mian Muhammad |
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| Saleem,
Mr. Bashir Ahmed Chaudhry Mr. A. Rauf Chandio, Mr. Manzoor Ahmed Sheikh and
Chief Executive Mr. Latif |
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| Khalid Hashmi. |
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| B. SPECIAL BUSINESS |
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| To
approve investment of Rs. 6,000,000/- in Baluchistan Wheels Limited by
passing following special resolution: |
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| "RESLOVED
that an investment of Rs. 6,000,000/- in Baluchistan Wheels Limited (BWL) by
way of acquisition |
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| of
250,000 ordinary shares of Rs. 10/- each of BWL at an average price of Rs.
24/- per share be and is |
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| hereby approved." |
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| C. ANY OTHER BUSINESS To transact any other
business with the permission of |
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| the Chair. |
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| By Order of the Board |
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| Karachi: |
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| September 16, 2002 |
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| M.
Mushtaq Akhtar |
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| Company
Secretary |
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| Notes: |
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| 1.1.1
The Share Transfer Books of the company shall remain closed from October 15
to 28, 2002 both |
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| days
inclusive. Transfers received in order at the shares Department of the
company at the address |
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| given
here under by close of working hours (17:30 Hrs.) on 14-10-2002 shall be
treated in time for the |
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| purpose
of entitlement of cash dividend regarding the year ended June 30, 2002. |
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| 1.2. A member entitled to attend and vote at
the meeting may appoint another member as his/ her proxy to |
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| attend
the meeting and vote on his / her behalf. Vote may be given either personally
or by proxy or in case |
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| of
a company / corporation by a representative duly authorized. |
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| 1.3 Duly executed proxies in order to be
effective must be received by the company at its Liaison office atleast |
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| 48
hours before the meeting. 1.4 Any
person who seeks to contest election to the office |
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| of
Director shall, whether he is retiring Director or otherwise, file with the
Company, not later than fourteen |
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| days
before the date of meeting a notice of his intention to offer himself for
election as a director. |
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| 1.5 Additionally pursuant to provisions of
Code of Corporate Governance the declarations required as |
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| follows
shall also have to be submitted: |
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| 1.5.1
U/R 37 (ii) The director of listed Company shall at the time of filing (his)
their consent to act as such |
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| give
a declaration in such consent that (he) they (is) are aware of (his) their
duties and powrs under the |
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| relevant
laws and listed Company's Memorandum and Articles of Association and the
listing regulations |
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| of
Stock Exchange in Pakistan. 1.5.2 U/R 37 (iii) No listed Company shall have a
person |
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| as
a director who is serving as director of ten other listed listed Companies. |
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| 1.5.3
U/R 37 (iv) No person shall be elected or nominated as a director of a listed
Company, if: |
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| a) His name is not borne on the register of
national tax |
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| Notice
of Annual General Meeting |
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| payers
except where such person is a non-resident,and |
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| b) He has been convicted by a court of
competent jurisdiction as a defaulter in payment of any loan to |
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| a
banking Company, a Development Financial Institution or non Banking Financial
Institution or he, being a |
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| member
of a Stock Exchange has been declared as a defaulter as such by the Stock
Exchange. |
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| 1.6 U/R 37 (v) A listed Company shall
endeavour that noperson is elected or nominated as a director if he or |
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| his
spouse is engaged in the business of Stock brokerage (unless specifically
exempted by the |
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| Securities and
Exchange Commission of Pakistan). |
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| 1.7 Representation of independent
non-executive directorsincluding those representing minority interests
on |
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| the
Board of Directors of the Company is encouraged. |
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| 1.8 Shareholders are requested to promptly
notify the company of any change in their addresses at its |
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| Liaison
office, F-1, National Containers Building HubRiver Road, S.l.T.E. Karachi. |
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| 2. STATEMENT UNDER SECTION 160(1)(B) OF
THE |
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| COMPANIES
ORDINANCE, 1984The Board of Directors of Bolan Castings Limited in |
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| its
meeting held on September 16,2002 had approved Rs. 6.00 Million generated
from its own sources, to |
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| be
invested in Baluchistan Wheels Limited for acquiring its 250,000 ordinary
shares at average market price |
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| of
upto Rs. 24.00 each. In the opinion of Directors the investment is secured
and shall derive benefits |
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| for
Bolan Castings Limited and its shareholders in shape of Dividend from BWL,
who declares dividend |
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| regularly.
Market value of BWL shares is Rs. 22.22 (June 30, 2001) and earning per share
of last three |
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| years
are Rs. 4.28, Rs. 4.31 and Rs. 3.62 as per its published accounts. The
investment being made shall |
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| periodically
kept being reviewed by the Directors. The directors of the Company and their
relatives have |
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| no
interest in the business/transaction except to the extent of shares held by
them in the Company. |
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| |
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| 3, CDC Account Holders will further have to
follow the under mentioned guidelines as laid down in Circular |
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| 1
dated January 26, 2000 issued by the Securities and Exchange Commission of
Pakistan. |
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| A. FOR ATTENDING THE MEETING: |
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| |
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| i) In case of individual, the account
holder or sub- account holder and/or the person whose securities |
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| are
in group account and their registration details are uploaded as per the
Regulations, shall authenticate |
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| his
identity by showing his original National Identity Card (NIC) or original
passport at the time of attending |
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| the meeting. |
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| |
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| ii) In case of corporate entity, the Board
of Directors' resolution/power of attorney with specimen signature |
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| of
the nominee shall have to be produced (unless it has been provided earlier)
at the time of the meeting. |
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| B. FOR APPOINTING PROXIES: |
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| |
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| i) In case of individuals, the account
holder or sub account holder and/or the person whose securities |
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| |
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| are
in group account and their registration details are uploaded as per the
Regulations, shall submit |
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| the proxy form as per
the above requirement. |
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| |
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| ii) The proxy form shall be witnessed by two
persons whose names, addresses and NIC numbers shall be |
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| mentioned on the form. |
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| |
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| iii) Attested copies of NIC or the passport of
the beneficial owners and the proxy shall be furnished with the |
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| proxy form. |
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| iv) The proxy shall produce his (her)
original NIC or original passport at the time of the meeting. |
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| |
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| v) In case of corporate entity, the Board
of Directors' resolution/power of attorney with specimen signature |
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| shall
have to be submitted (unless it has been provided earlier) along with proxy
form to the Company. |
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| VISION |
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| TO
BE A PLAYER IN THE GLOBAL MARKET BY PROVIDING HIGH QUALITY FOUNDRY BASED
ENGINEERING PRODUCTS. |
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| MISSION |
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| TO
BE MARKET LEADER IN FOUNDRY TECHNOLOGY BY OFFERING COMPETITIVE HIGH QUALITY
VALUE ADDED |
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| PRODUCTS
TO CUSTOMER'S SATISFACTION AND TO GROW THROUGH DIVERSIFICATION IN LOCAL AND
EXPORTS MARKET, |
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| WHILE
SERVING BEST INTEREST OF SHAREHOLDERS. |
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| |
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| Statement
of Ethics and Business Practices |
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| Every
Director and employee of Bolan Castings Limited believes and is committed to
adopt |
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| fair
means to perform all business activities, based on good moral values, which
are |
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| generally
acceptable on social, business and economic grounds. |
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| Their
conduct shall be based on and committed to integrity, objectivity,
professional |
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| competence,
due care, confidentiality, professional behaviour and technical standards. |
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| Purpose
and Value of Business |
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| Manufacturer
of Castings of Tractors Parts, Automotive Parts, engineering and other
that |
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| conform
to the specified standards. |
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| Employees |
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| Recruitment
of personnel on merit, offering training, career development, equal
opportunities |
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| of
growth, no discrimination or harassment and reward for achievement. Improved
working |
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| conditions,
ensuring safety, security and health. |
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| Customer Relation |
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| Ensure
customer satisfaction by providing quality product at competitive prices. |
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| Shareholders,
Financial Institutions & Creditors |
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| Protection
of investment made in the Company and appropriate return on money
lent/invested. |
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| Achievement
and prospects to be timely and accurately communicated. |
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| Supplies |
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| Prompt
settling of bills, coordination and cooperation to achieve quality and
efficiency. No |
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| bribery
or excess hospitality to be accepted or given. |
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| Society/Community |
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| Compliance
with the spirit of laws, timely payment of Government taxes and dues. |
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| General |
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| The
Company neither support any political party nor contribute funds to groups
or |
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| associations
whose activities promote political interests. |
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| ENVIRONMENT
POLICY |
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| The
Company follows environment friendly policies and adheres to its safety rules
and |
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| regulations. |
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| Chairman's Review |
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| DEAR
SHAREHOLDERS |
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| It
is indeed a pleasure for me to welcome you at the 20th Annual General Meeting
of Bolan Castings Limited and present |
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| the
Annual Audited Accounts and Reports of the Company for the financial year
ended 30th June, 2002. |
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| OPERATING
RESULTS: |
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| |
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| With
the blessings of All Mighty Allah your Company succeeded in the Sale of 7260
MT of castings as against 9051 MT of |
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| same
period last year. The Sales Revenue declined by 19.5% to Rs. 378.139 million
as compared to Rs. 469.752 million |
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| of
corresponding period last year due to decrease in orders from OEM's. |
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| |
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| The
Gross Profit for the period was Rs. 104.52 million as against Rs. 117.476
million for the preceding year. The |
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| administrative
and selling expenses were Rs. 11.650 million as compared to Rs. 14.504
million of last year. The financial |
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| charges
were Rs. 2.0 million while prior year adjustment amounted to Rs. 5.0 million.
The profit before tax, however |
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| improved
to Rs. 97.9 million as against Rs. 97.1 million of last year. After
accounting for taxation amounting to Rs. 22.6 |
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| million
as against Rs. 35.5 million of last year, the profit after tax was recorded
at Rs. 75.3 million as compared to Rs. |
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| 61.6 million of last year. |
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| |
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| In
line with the past record, yor Directors were pleased to recommend a cash
dividend of 60% (Rs. 6.00 per share of |
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| Rs.
10 each), as against 50% (Rs. 5.00 per share) in the last year. |
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| |
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| CODE
OF CORPORATE GOVERNANCE |
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| |
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| Your
Company has adopted the Code of Corporate Governance introduced by the
Securities and Exchange Commission of |
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| Pakistan
(SECP) through Stock Exchanges and the Board of Directors shall ensure
compliance of requisite provisions. |
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| |
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| MARKETING |
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| The
export activities of your Company are bringing positive results. During year
under review the exports increased to |
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| Rs.
8.703 million as against Rs. 5.245 million last year. The increasing trend is
expected to continue and export figures |
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| during
coming year are likely to be better than the past. |
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| |
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| EMPLOYEES'
RELATIONS |
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| |
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| The
cordial relations between the management and employees continue to remain a
source of strength for the Company. |
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| |
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| FUTURE OUTLOOK |
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| The
expected change in national political scene due to October, 2002 elections
shall have their impact on economic, industrial |
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| and
trade policies of Pakistan. Given the continuity in major economic policies
there are reasons to believe that volumes |
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| of
tractor industry are likely to be close to or better than existing. Hence
supply of our castings to local tractor and |
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| automotive industry
would continue as per plans. |
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| |
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| ACKNOWLEDGEMENT |
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| I
would like to thank all the officers and workers of the Company for their
dedication and commitment and the |
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| contributions
of all concerned that helped Company in achievement of better operating
results. |
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| |
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| SIKANDAR
M. KHAN |
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| CHAIRMAN |
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| |
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| Karachi: |
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| |
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| September 16, 2002. |
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| |
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| Directors
of your Company have pleasure in presenting Annual Report and the Audited
Financial Statements of the |
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| Company
for financial year ended June 30, 2002. |
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| |
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| Financial Results |
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| |
2002 |
2001 |
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| |
Rupees |
Rupees |
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| |
| Profit after taxation |
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75,293 |
61,638 |
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| Add: Accumulated profit |
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| brought forward |
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712 |
701 |
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| Profit
available for appropriation |
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76,005 |
62,339 |
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| Appropriation: |
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| Proposed
cash dividend 60% |
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| (2001:50%) |
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33,152 |
27,627 |
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| Transfer
to general reserves |
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42,000 |
34,000 |
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| Accumulated
profit carried forward |
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853 |
712 |
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| |
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| Earnings per Share |
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| |
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| The
earnings per share for the year ended June 30, 2002 was Rs, 13.63 as against
Rs.11,16 of preceding year. |
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| |
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| Directors |
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| |
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| During
the year Mr. Hammad Mehmood Director NIT nomiee had resigned and in his place
Mr, Manzoor Ahmed Sheikh |
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| Director
NIT nominee was appointed. The present term of three years of the Board of
Directors |
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| |
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| of
the Company is ending this year and Directors are to be elected for the next
term in the forthcoming AGM. |
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| |
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| Auditors |
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| |
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| The
present Auditors M/s. Avais Hyder Zaman Rizwani, Chartered Accountants,
retired and being eligible have offered |
|
| themselves
for reappointment as auditors of the Company for the year ending June 30,
2003. |
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| |
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| The Audit
Committee of Board of Directors of the Company |
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| |
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| recommended
to the Board regarding the reappointment of M/s. Avais Hyder Zaman Rizwani
Chartered Accountants as |
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| auditors for financial year
2002-2003. |
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| |
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| Chairman's Review |
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| |
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| The
Directors of the Company endorse contents of the Chairman's Review, which is
included in the Annual Report |
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| dealing
with the Company activities and forms an integral part of the Directors'
Report. |
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| |
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| Statement
on 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 its state of affairs, the |
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| results
of its operations, cash flows and changes in equity. |
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| |
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| b) Proper books of accounts of the Company
have been maintained. |
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| |
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| c) Appropriate accounting polices have been
consistently applied in preparation of financial statements and< |