| Crescent Jute Products Ltd. |
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| Annual Reports 2002 |
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| CONTENTS |
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| Company
Information |
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| Notice of Annual General
Meeting |
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| Director's Report to the
Shareholders |
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| Pattern
of Share Holding |
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| Statement of Compliance
with Best Practices |
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| of
Corporate Governance |
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| Auditor's Report |
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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
INFORMATION |
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| BOARD
OF DIRECTORS |
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| Mr. Zahid Hussain |
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(Chairman) |
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| Mr. Mazhar Karim |
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(Chief Executive) |
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| (In alphabetic order) |
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| Mr.
Amir Hasnain Zaidi |
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| Mr.
A. Rashid M. Hanif |
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| Mr.
Anis Wahab Zuberi |
(Nominee NIT) |
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| Mr. Khalid Bashir |
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| Mr.
Khurram Mazhar Karim |
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| Mr. Riaz Masood |
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| Mr. ShaukatShafi |
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| Mr. Saif Ullah Khan |
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(Nominee PICIC) |
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| AUDIT COMMITTEE |
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| Mr. Khalid Bashir |
|
Chairman |
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| Mr. Riaz Masood |
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| Mr.
Khurram Mazhar Karim |
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| |
| SECRETARY: |
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| Mr.
Amir Hasnain Zaidi |
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| AUDITORS |
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| A.F. Ferguson & Co., |
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| Chartered
Accountants |
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| REGISTERED
OFFICE |
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| 26-B, Aibak Block |
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| New
Garden Town, Lahore. |
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| Tel: (042) 5837989 |
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| Fax: (042)5882022 |
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| WORKS |
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| Jute Unit, Jaranwala |
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| |
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| NOTICE
OF ANNUAL GENERAL MEETING |
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| Notice
is here by given that 38th Annual General Meeting of CRESCENT JUTE PRODUCTS
LIMITED will be held on |
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| Monday
the November 04,2002 at 11:00 a.m. at 26-B, Aibak Block New Garden Town
Lahore, to transact the following |
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| business: |
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| 1. To receive, consider and adopt the
Audited Accounts of the Company for the year ended June 30,2002 |
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| together
with the Directors' and Auditors' Reports thereon, |
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| 2. To appoint Auditors for the year
2002-2003 and fix their remuneration. |
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| BOOK CLOSURE: |
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| The
share transfer books of the Company will remain closed from October 29,2002
to November 04,2002 (both days |
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| inclusive). |
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| By order of the Board |
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| Amir Hasnain Zaidi |
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| Corporate Secretary |
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| REGISTERED
OFFICE: |
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| |
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| 26-B, Aibak Block, New
Garden Town Lahore. |
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| Telephone No: (042) 5837989 |
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| Fax No: (042)) 5882022 |
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| Dated:
September 30,2002 |
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| NOTE; |
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| 1. A member eligible to attend and vote at
this Meeting may appoint another member as his/her proxy to attend |
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| and
vote instead of him/her. Proxies in order to be effective must be received by
the Company at the |
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| Registered
Office not later than 48 hours before the time for holding the Meeting. |
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| 2. Shareholders are requested to
immediately notify the change in address, if any. |
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| DIRECTORS
REPORT TO THE SHARE HOLDERS |
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| Your
directors have the pleasure in presenting their 38th Annual Report together
with the Audited Accounts of the |
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| Company
forthe yearended 30th June 2002. |
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| Accounts
forthe yearended 30th June 2002 show loss of Rupees 112.840 million compared
to loss of Rupees 158.499 |
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| million
in the year ended 30th June 2001. |
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| REASONS
FOR INCURRING LOSS FROM OPERATIONS |
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| The
Mill is closed with effect from June 6,2001. There has been no production
during the year. Part of the stock carried |
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| forward
from yearending 30th June 2001 has been sold during the year. |
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| |
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| Problem
with Crescent Jute lies in its accumulated losses and shortage of working
capital. In the absence of LC Limit |
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| company
is unable to import raw jute for its consumption. Servicing of the loans has
become impossible. Unpaid mark up |
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| is
building up resulting in excessive financial charges. |
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| |
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| No
production, excessive borrowing carried forwards from pervious years and
higher cost of financial charges are the |
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| reasonsforincurringlossfortheyear. |
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| CORPORATE
AND FINANCIAL REPORTING FRAMEWORK |
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| The
board is mindful of its responsibilities as established by the recently
issued Code of Corporate Governance by the |
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| SECP
and confirms that: |
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| 1. That the financial statements prepared
by the management of the company, present fairly its state of |
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| affairs,
the results of its operations, cash flows and changes in equity. |
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| |
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| 2. Proper books of accounts of the company
have been maintained. |
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| 3. 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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| 4. International Accounting Standards, as
applicable in Pakistan have been followed in preparation of |
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| financial
statements and any departure therefrom has been adequately disclosed. |
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| 5.
Thesystemofintemalcontrolissoundindesignandhasbeeneffectivelyimplementedandmonitored. |
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| 6. 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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| GOING CONCERN |
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| The
auditors in their report have raised doubts that the company will be able to
continue as going concern. To enable the |
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| company
to continue as a going concern, the management has devised a plan, which
involves; |
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| |
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| 1. Restructuring of its outstanding debts
to lenders |
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| 2. Arrangement of alternative funding.
This would result in reduction of financial charges and the debt |
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| burden
leading to the company attaining satisfactory levels of profitability and
meeting its |
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| operational
requirements, |
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| The
management has proposed the plan to the Committee for Revival of Sick
Industrial Units for restructuring of the |
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| debts. |
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| We
have been informed by our consultants that the Committee for Revival of Sick
Industrial Units have |
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| restructured/rescheduled
bank loans along with the approval of short term pledge limit of Rupees
150.000 million in their |
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| meeting
held on August 29,2002. Formal approval is awaited. |
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| KEY
OPERATING AND FINANCIAL DATA |
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| Key
operating and financial data of the company forthe last six years is attached
with this report. |
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| DIVIDEND |
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| Due
to continued losses accumulated to over Rupees 818,365 million it was not
possible forthe company to declare and |
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| pay
any dividend to its shareholders after 1992. |
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| STATUTORY
PAYMENTS |
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| No
statutory payments on account of taxes, duties, levies and charges otherthan
those underappeals areoutstanding. |
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| SIGNIFICANT
PLANSAND DECISIONS |
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| The
management has devised a plan which involves restructuring of its outstanding
debts to lenders and arrangement of |
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| alternative
funding which would result in reduction of financial charges and the debts
burden leading to the company |
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| attaining
satisfactory levels of profitability and meeting its operational
requirements. The management has proposed the |
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| plan
to the Committee for Revival of Sick Industrial Units for restructuring of
the debts. |
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| VALUE
OF INVESTMENTS OF PROVIDENT AND PENSION FUNDS |
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Rupees in million |
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| Provident Fund |
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20.803 |
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| Pension Fund |
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2.207 |
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| BOARDS
MEETING AND ATTENDANCE BY DIRECTORS |
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| Date of Meeting |
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Attended by the Directors |
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| January 31,2002 |
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Mr. Zahid Hussain
(Chairman) |
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Mr. Mazhar Karim (Chief
Executive) |
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Mr.AmirHasnainZaidi |
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Mr.AnisWahabZuberi |
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| |
Mr. Khalid Bashir |
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| |
Mr. Khurram Mazhar Karim |
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| |
Mr. Riaz Masood |
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| |
Mr.SaifullahKhan |
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| February 21,2002 |
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Mr. Zahid
Hussain(Chairman) |
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| |
Mr. Mazhar Karim (Chief
Executive) |
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| |
Mr. Amir Hasnain Zaidi |
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| |
Mr. Anis Wahab Zuberi |
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| |
Mr. Khurram Mazhar Karim |
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| |
Mr. Riaz Masood |
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| April 27,2002 |
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Mr. Mazhar Karim (Chief
Executive) |
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| |
Mr.AmirHasnainZaidi |
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| |
Mr. Khalid Bashir |
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| |
Mr. Khurram Mazhar Karim |
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| PATTERN
OF SHAREHOLDING |
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| Pattern of
Shareholding is attached to the report. |
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| TRADES
IN THE SHARES OF THE COMPANY |
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| All
trades in the shares of the company carried out by its directors, CEO, CFO,
Company Secretary and their spouses and |
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| minor
children have been disclosed in the report. |
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| DEFAULT
IN DEBTS. IFANY |
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| |
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| Overdue
of Rupees 23.772 million and Default of Rupees 226.060 million are reported
in Credit Information Bureau |
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| Report
as on 30th June 2002. CJP has moved its case to the Committee for Revival of
Sick Industrial Units (CRSIU) for |
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| restructuring/rescheduling
of the bank's loans and waiver/reduction of rate of mark up. |
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| |
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| M/s
Faysal Bank Limited filed a suit before the Judge Banking Court No. 11
Faisalabad against Directors and two |
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| Guarantors
of loan for recovery of Rupees 16.101 million. The case has been decided in
favour of the Bank. |
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| DEBTS
DOUBTFUL OF RECOVERY |
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| Amount
receivable from Crescent Group Services (Pvt.) Limited (CGSL) aggregating
Rupees 243.668 million. CGSL is |
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| projecting
an approximate loss of Rupees 100 million subject to favorable settlement of
legal suits and claim field against |
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| WAPDA
Rupees 157.540 million and realizable value of the assets Rupees 47.400
million. The recoverability of the |
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| amount
due from CGSL is dependent upon its ability to successfully reliaze the claim
and sale proceeds of its assets. |
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| |
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| Further
Monopoly Control Authority (MCA) in its order dated November 20,2000 has
directed the company to recoverthe |
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| amount
due from CGSL along with interest by December 31,2002. The company had
stopped charging interest on the |
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| advance since 1995. |
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| |
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| The
Company is contesting the decision and has filed a writ petition in the
Lahore High Court that has not yet been |
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| admitted. |
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| Management
is of the view that: |
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| |
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| • Order of MCA is contrary to law or the
usage having the force of Law. |
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| |
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| • Order has failed to determine material
issue of law and usage having force of law. |
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| |
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| • There has been substantial error / defect
in following the procedure provided in the Ordinance. |
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| • The writ will be admitted and favorably
decided. |
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| • On the other hand: |
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| 1. The Company has taken possession of
machinery and stores worth Rupees 44 million subsequent to Balance |
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| Sheet date. |
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| 2. Crescent Group Services (Pvt.) Limited
is being pressurized to raise additional capital for repayment of loan
due |
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| to
Crescent Jute Products Limited. |
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| AUDITORS |
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| The
present Auditors Messrs. A.F. Ferguson & Company, Chartered Accountants
retire and being eligible offer them for |
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| re-appointment. |
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| The
Directors thank the Shareholders, Bankers and Customers, who continue to
extend their cooperation in days of our |
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| crisis. |
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| For
and on behalf of the Board |
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| |
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| Faisalabad: |
|
MazharKarim |
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| Dated:
September30,2002 |
|
Chief Executive |
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| KEY
OPERATING AND FINANCIAL DATE OF LAST SIX YEARS |
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| |
Year ending 30th June |
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| |
2001 |
2000 |
1999 |
1998 |
1997 |
1996 |
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| PRODUCTION
CAPACITY BASED ON SHIFT WORKING IN METRIC TONS |
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| |
| Jute Units |
|
23,000 |
23,000 |
23,000 |
23,000 |
23,000 |
23,000 |
|
| Cotton Unit |
|
- |
4,751 |
4,751 |
4,751 |
4,751 |
14,717 |
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| |
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| ACTUAL
PRODUCTION IN METRIC TONS |
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|
| Jute Unit |
|
5,710 |
5,946 |
9,123 |
13,305 |
11,025 |
11,657 |
|
| Cotton Unit |
|
— |
4,461 |
3,689 |
4,003 |
3,665 |
8,691 |
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| |
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| OPERATING
RESULTS - RUPEES IN 000 |
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| Net Sales |
|
227,960 |
649,253 |
747,721 |
917,759 |
699,606 |
1,041,512 |
|
| Cost of Sales |
|
236,295 |
575,579 |
653,273 |
761,166 |
640,189 |
961,791 |
|
| Operating Expenses |
|
47,061 |
59,078 |
63,369 |
72,910 |
59,237 |
60,979 |
|
| Other Income |
|
21,538 |
6,395 |
4,685 |
6,134 |
8,664 |
52,836 |
|
| Financial Charges |
|
121,884 |
125,276 |
162,465 |
169,643 |
166,734 |
161,748 |
|
| Other Charges |
|
- |
- |
- |
11,463 |
24,825 |
73 |
|
| Gain on Sale of Unit |
|
- |
161,713 |
- |
- |
- |
164,616 |
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| Taxation |
|
2,757 |
3,500 |
5,524 |
4,600 |
2,783 |
6,298 |
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| Deferred
cost-changes in accounting policy |
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|
4,416 |
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| Net Income / (Loss) |
|
(158,499) |
53,928 |
(132,225) |
(95,889) |
(185,498) |
63,660 |
|
| Earning
per share - Rupees |
|
(11) |
4 |
(9) |
(6) |
(12) |
4 |
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| |
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| FINANCIAL
POSITION • RUPEES IN000 |
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| Equity |
|
(416,122) |
(257,623) |
(311,551) |
(179,326) |
(83,436) |
102,062 |
|
| Revaluation
of Fixed Assets |
|
177,241 |
177,241 |
348,569 |
348,568 |
348,568 |
348,568 |
|
| Long
Term Running Finance |
|
14,907 |
35,324 |
35,256 |
132,951 |
- |
- |
|
| Finance Lease |
|
314 |
505 |
- |
119 |
5,440 |
12,839 |
|
| Debenture
/ Long Term Loans |
|
- |
30,433 |
173,508 |
70,206 |
101,041 |
102,641 |
|
| Deferred Liabilities |
|
15,154 |
12,109 |
9,200 |
- |
- |
- |
|
| Current Liabilities |
|
698,573 |
619,299 |
590,057 |
854,490 |
902,024 |
827,415 |
|
| |
490,067 |
617,288 |
845,039 |
1,227,008 |
1,273,637 |
1,393,525 |
|
| |
|
|
| Fixed
Capital Expenditure |
|
147,485 |
161,108 |
418,904 |
461,059 |
506,282 |
562,594 |
|
| Long Term Investment |
|
2,570 |
2,570 |
2,570 |
4,625 |
5,050 |
7,250 |
|
| Long Term Deposits |
|
1,993 |
1,031 |
1,258 |
3,449 |
4,022 |
7,006 |
|
| Current Assets |
|
338,019 |
452,579 |
422,307 |
757,875 |
758,283 |
816,675 |
|
| |
490,067 |
617,288 |
845,039 |
1,227,008 |
1,273,637 |
1,393,525 |
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| FORM 34 |
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| PATTERN
OF HOLDING OF SHARES |
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| HELD
BY SHAREHOLDERS AS AT JUNE 30,2002 |
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| |
|
| SHAREHOLDERS |
FROM |
TO |
TOTAL SHARES |
|
| 581 |
1 |
100 |
19,018 |
|
| 512 |
101 |
500 |
132,876 |
|
| 219 |
501 |
1,100 |
153,940 |
|
| 214 |
1,001 |
5,000 |
505,617 |
|
| 62 |
5,001 |
10,000 |
452,609 |
|
| 25 |
10,001 |
15,000 |
314,031 |
|
| 12 |
15,001 |
20,000 |
215,798 |
|
| 11 |
20,001 |
25,000 |
251,527 |
|
| 6 |
25,001 |
30,000 |
174,692 |
|
| 9 |
30,001 |
35,000 |
289,491 |
|
| 2 |
35,001 |
40,000 |
74,764 |
|
| 4 |
40,001 |
45,000 |
167,180 |
|
| 2 |
45,001 |
50,000 |
96,901 |
|
| 3 |
50,001 |
55,000 |
154,788 |
|
| 1 |
55,001 |
60,000 |
55,345 |
|
| 3 |
60,001 |
65,000 |
184,877 |
|
| 2 |
65,001 |
70,000 |
132,715 |
|
| 2 |
75,001 |
80,000 |
160,000 |
|
| 1 |
90,001 |
95,000 |
92,812 |
|
| 1 |
95,001 |
100,000 |
97,152 |
|
| 1 |
145,001 |
150,000 |
149,724 |
|
| 1 |
150,001 |
155,000 |
151,420 |
|
| 2 |
155,001 |
160,000 |
312,335 |
|
| 3 |
200,001 |
205,000 |
606,453 |
|
| 1 |
260,001 |
265,000 |
263,366 |
|
| 1 |
275,001 |
280,000 |
278,266 |
|
| 1 |
305,001 |
310,000 |
309,375 |
|
| 1 |
365,001 |
370,000 |
367,224 |
|
| 1 |
535,001 |
540,000 |
538,417 |
|
| 1 |
685,001 |
690,000 |
686,489 |
|
| 1 |
1,715,001 |
1,720,000 |
1,716,683 |
|
| 1 |
2,745,001 |
2,750,000 |
2,747,211 |
|
| 1 |
3,210,001 |
3,215,000 |
3,210,372 |
|
| 1,688 |
|
15,063,468 |
|
| |
|
| SUMMARY
OF SHAREHOLDERS |
|
| AS AT JUNE 30, 2002 |
|
| |
|
| Categories
of shareholders |
Number |
Shares Held |
Percentage |
|
| Individuals |
|
1,628 |
3,603,237 |
24 |
|
| Investment Companies |
|
3 |
287,472 |
2 |
|
| Insurance Companies |
|
9 |
726,905 |
5 |
|
| Joint Stock Companies |
|
22 |
5,530,451 |
37 |
|
| Financial Institutions |
|
14 |
4,390,276 |
29 |
|
| Others |
|
12 |
525,127 |
3 |
|
| |
|
|
| TOTAL |
|
1,688 |
15,063,468 |
100 |
|
| |
|
|
| Others |
|
|
|
| Abandand Property |
|
1 |
1,106 |
0 |
|
| Govt.
Authorities (CLA) |
1 |
1 |
- |
|
| Modarabas |
|
5 |
176,302 |
1 |
|
| Non-Resident |
|
1 |
309,375 |
2 |
|
| Trust |
|
4 |
38,343 |
0 |
|