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|
BERGER PAINTS PAKISTAN LIMITED |
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|
1995-96 Report and Accounts |
|
|
|
| Contents |
|
|
|
| Notice
of Meeting |
|
2 |
|
| Chairman's
Review |
|
4 |
|
| Directors'
Report |
|
5 |
|
| Pattern
of Shareholdings |
|
6 |
|
| Auditors'
Report |
|
7 |
|
| Balance
Sheet |
|
8 |
|
| Profit
and Loss Account |
|
10 |
|
| Cash
Flow Statement |
|
11 |
|
| Notes
to the Accounts |
|
12 |
|
| Statement
Under Section 237(1)(e) |
32 |
|
| J
& N Pakistan Limited |
|
33 |
|
|
| BOARD
OF DIRECTORS |
|
|
| KASSlM
DADA, Chairman |
|
| DR.
MAHMOOD AHMAD, Managing Director |
|
| SIKANDER
DADA |
|
| SHEIKH
AZHAR-UL-HAQ (N.I.T. Nominee) |
|
| V. K. CHADDA |
|
| C.H.
CLOVER (Alternate M. Shahid Iqbal) |
|
| MUHAMMAD
ILYAS |
|
|
|
| SECRETARY |
|
| M. Shahid Iqbal |
|
|
|
| BANKERS |
|
| American
Express Bank Ltd. |
|
| Banque
Indosuez |
|
| Faysal
Bank Limited |
|
| Habib
Bank Limited |
|
| Habib
Credit & Exchange Bank Ltd. |
|
| National
Development Finance Corporation |
|
| Schon
Bank Limited |
|
|
|
| AUDITORS |
|
| A.F. Ferguson & Co. |
|
|
|
| SOLICITORS |
|
| Surridge & Beecheno |
|
|
|
| REGISTERED
OFFICE |
|
| D-31, South Avenue, |
|
| S.I.T.E., |
|
| Karachi., |
|
| Telephone:
2573711-22 (12 Lines) |
|
| 2560896-8 |
|
| Telex:
29009 VITON PK |
|
|
|
| Telefax:
(9221) 2561069, 2562090 |
|
|
|
| Notice
of Meeting |
|
| NOTICE
IS HEREBY GIVEN that the forty-sixth Annual General Meeting of Berger Paints |
|
| Pakistan
Limited will be held on Wednesday, October 23, 1996 at 11:00 a.m. at the
Institute of |
|
| Chartered
Accountants of Pakistan, G-31/8 Kehkashan, Clifton, Karachi, to transact the
following |
|
| business. |
|
|
| ORDINARY
BUSINESS |
|
|
| 1.
To receive and consider the Audited Accounts of the Company for the eighteen
months |
|
| ended
June 30, 1996 and the Directors' and Auditors' Reports thereon. |
|
|
| 2.
To approve dividend at Rs. 2.50 per share (25%) for the eighteen months ended
June 30, |
|
| 1996. |
|
|
| 3.
To appoint Auditors and fix their remuneration. |
|
|
| SPECIAL
BUSINESS: |
|
|
| 1.
To approve the issue of bonus shares in the ratio of 1:10. |
|
|
|
|
| Statement
under Section 160 of the Companies Ordinance, 1984, and Resolution as |
|
| required
under Section 164(1) of the Companies Ordinance, 1984, pertaining to the
Special |
|
| Business
referred to above are annexed. |
|
|
| BY
ORDER OF THE BOARD |
|
|
| M.
SHAHID IQBAL |
|
| Secretary |
|
|
|
| September
19, 1996 |
|
|
| Registered
Office: |
|
| D-31,
South Avenue |
|
| S.I.T.E., |
|
| Karachi |
|
|
|
| NOTES: |
|
|
| 1.
The Share Transfer Books of the Company will remain closed from 16th October
1996 to |
|
| 23rd
October, 1996 (both days inclusive). |
|
|
| 2.
A member of the Company entitled to attend, speak and vote at the meeting may
appoint |
|
| another
member as his/her proxy to attend, speak and vote on his/her behalf. The com- |
|
| pleted
proxy Form must be received at the Registered Office of the Company not less
than |
|
| 48
hours before the meeting. |
|
|
| Statement
Under Section 160 of |
|
| The
Companies Ordinance, 1984 |
|
|
|
| Issuance
of bonus shares |
|
| The
Board of Directors in their meeting held on 19th September, 1996 has
recommended |
|
| issuance
of bonus shares in the ratio of 1:10 which is required to be approved by the |
|
| general
body of shareholders. |
|
|
|
| Resolution
as per Section 164(1) |
|
| of
the Companies Ordinance 1984 |
|
| "Resolved
that a sum of Rs. 2,548,260 out of the profits available for appropriation be |
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| capitalised
for issuing fully paid shares of Rs. 10 each as bonus shares to be alloted to |
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| those
share-holders whose names appear in the register on 15th October, 1996 in the |
|
| proportion
of one share for every ten shares held. The said bonus shares shall rank
pari- |
|
| passu
with the existing shares of the Company. |
|
|
| Further,
resolved that bonus shares entitlement in fractions be sold by the directors
on the |
|
| Karachi
Stock Exchange and the proceeds be distributed to shareholders in accordance |
|
| with
their entitlement. |
|
|
|
| For
the purpose of giving effect to the foregoing, the directors be and are
hereby |
|
| authorised
to give such directions as they deem fit to settle any question or any
difficulty |
|
| that
may arise in the distribution of the said bonus shares or in payment of the
sale |
|
| proceeds
of the fractions." |
|
|
|
| Chairman's
Review |
|
| I
am pleased in presenting to you my report on the Company's performance for
the |
|
| eighteen
months ended June 30, 1996. |
|
|
|
| Trading: |
|
| Signs
of improvement in business conditions started appearing during the second
half of |
|
| 1995.
As a result sales increased both in terms of volume and value. A new product
was |
|
| successfully
launched in the decorative division. After a lean period during 1993 and
1994, |
|
| sales
to the automotive and engineering sectors also improved during the period
under |
|
| review. |
|
|
| Profits
have been partly affected due to absorption of a charge amounting to about |
|
| Rs.
20.5 million incurred on import of certain improper raw materials. Although,
all possible |
|
| legal
and other actions were taken against the foreign suppliers but so far there
has been |
|
| no success. |
|
|
| Considering
that these accounts are for a period of 18 months, your Board is pleased to |
|
| recommend
an improved payout in the form of cash dividend at 25% and bonus share in |
|
| the
ratio of 1:10. |
|
|
| General: |
|
| The
subsidiary company at Mirpur, Azad Kashmir (J&N Pakistan Limited) has
performed |
|
| satisfactorily
thereby increasing its dividend contribution to Berger. |
|
|
| The
pursuit to further strengthen ourselves by having access to the latest
technologies |
|
| continues. |
|
|
| Implementation
of withdrawal of fixed tax system for small manufacturers announced in the |
|
| recent
national budget will ultimately prove to be a positive decision for the
industry. |
|
|
| High
import duty rates ranging upto 65% on raw materials together with Excise Duty |
|
| @
10% and Sales Tax @ 18% of the retail selling price have pushed paint selling
prices |
|
| to
a very high level without sufficient margins available to the manufacturers.
There is an |
|
| urgent
need for the Government to reduce the high incidence of tax on paints. |
|
|
|
| Despite
orders from the Honourable Supreme Court and High Court in 1991 there has |
|
| been
no progress in obtaining the refund of Rs. 18 million due to the Company on |
|
| account
of Excise Duty paid on thinners. |
|
|
| Industrial
relations remained cordial and an agreement for a period of two years was |
|
| signed
with the CBA during 1996. |
|
|
| Finally,
I would like to thank all employees of the Company for the efforts put in by
them |
|
| at
all levels during the period. |
|
|
|
| Karachi:
September 19, 1996 |
|
|
| Chairman |
|
|
|
| Directors'
Report |
|
| The
Directors have pleasure in submitting their Report and Audited Accounts of
the Company |
|
| for
the eighteen months ended June 30, 1996. |
|
|
|
|
|
Rupees |
Rupees |
|
|
|
(in
thousands) |
|
|
| Net
Profit for the period before |
|
| providing for taxation but after |
|
|
|
| provision has been made for |
|
|
|
| depreciation, is |
|
|
21,403 |
|
| Less:
Provisions |
|
|
|
| For
Workers' Profit Participation Fund |
|
1,080 |
|
|
| For
Workers' Welfare Fund |
|
576 |
1,656 |
|
|
|
------------------------- |
|
|
|
|
|
19,747 |
|
| Less:
Taxation |
|
|
|
| Current |
|
4,450 |
|
| Deferred |
|
(2,112) |
2,338 |
|
|
------------------------- |
|
| Profit
After Tax |
|
17,4O9 |
|
| Add:
Unappropriated Profit Brought Forward |
|
5,878 |
|
|
|
|
------------ |
|
| Amount
available for appropriation |
|
23,287 |
|
|
|
|
|
| Proposed
Dividend @ Rs. 2.50 per share (25%) |
6,371 |
|
| Transfer
to reserve for issue of Bonus Shares |
|
|
| and
tax thereon |
|
2,803 |
|
| Transfer
to General Reserve |
|
12,000 |
21,174 |
|
|
|
------------ |
------------ |
|
| Unappropriated
Profit Carried Forward |
|
2,113 |
|
|
============= |
|
|
|
| A
statement showing the pattern of holding of the shares held by the
Shareholders of Berger |
|
| Paints
Pakistan Limited as at June 30, 1996 appears on page No. 6. |
|
|
| The
audited accounts of the wholly-owned subsidiary, J&N Pakistan Limited for
the eighteen |
|
| months
ended June 30, 1996 are attached. |
|
|
| The
earning per share is Rs. 6.83 (1994: Rs. 5.56). |
|
|
| The
Company's holding company is Slotrapid Limited which is incorporated in the
United |
|
| Kingdom. |
|
|
| The
present auditors, A.F. Ferguson & Co., Chartered Accountants, retire and
being eligible, |
|
| offer
themselves for reappointment. |
|
|
|
| ON
BEHALF OF THE BOARD |
|
| Chairman |
|
|
| Karachi,
September 19, 1996 |
|
|
| Pattern
of Shareholdings |
|
| as
at June 30, 1996 |
|
|
|
|
|
|
| No. of |
|
Total shares |
|
| Shareholders |
Holding from |
Shareholding |
|
Shares |
held |
|
|
| 180 |
" " |
1 |
to |
100 |
" |
6,935 |
|
| 26O |
" " |
101 |
to |
5O0 |
" |
58,466 |
|
| 47 |
" " |
501 |
to |
1000 |
" |
31,066 |
|
| 77 |
" " |
1001 |
to |
5000 |
" |
152,169 |
|
| 6 |
" " |
5001 |
to |
1OOO0 |
" |
37,702 |
|
| 2 |
" " |
10001 |
to |
15000 |
" |
27,012 |
|
| 1 |
" " |
15001 |
to |
20000 |
" |
15,950 |
|
| 1 |
" " |
25001 |
to |
30000 |
" |
25,103 |
|
| 4 |
" " |
55001 |
to |
60000 |
" |
230,506 |
|
| 2 |
" " |
60001 |
to |
65000 |
" |
126,570 |
|
| 1 |
" " |
70001 |
to |
75000 |
" |
72,072 |
|
| 1 |
" " |
75001 |
to |
80000 |
" |
78,970 |
|
| 1 |
" " |
90001 |
to |
95000 |
" |
92,664 |
|
| 1 |
" " |
310001 |
to |
315000 |
" |
314,050 |
|
| 1 |
" " |
1000001 |
to |
1500000 |
" |
1,279,025 |
|
| ------------ |
|
|
|
|
------------ |
|
| 585 |
|
2,548,260 |
|
| ============ |
|
============ |
|
|
|
|
|
| Categories
of Shareholding |
Number of |
Shares |
|
|
|
|
Shareholders |
held |
Percentage |
|
| Individuals |
|
| Investment
Companies |
|
574 |
760,854 |
29.85 |
|
| Insurance
Companies |
|
1 |
25,103 |
0.99 |
|
| Modaraba
Companies |
|
1 |
64,526 |
2.53 |
|
| Joint
Stock Companies |
|
1 |
5,500 |
0.22 |
|
| Others: |
|
4 |
90,996 |
3.57 |
|
|
|
| a)
Slotrapid Limited U.K. |
|
1 |
1,279,025 |
50.19 |
|
| b)
Punjabi Saudagar |
|
1 |
176 |
0.01 |
|
| c)
National Bank of Pakistan |
2 |
322,080 |
12.64 |
|
|
|
-------------------------------------- |
|
|
|
585 |
2,548,260 |
100.00 |
|
|
|
====================================== |
|
|
|
| Auditors'
Report to the Members |
|
| We
have audited the annexed balance sheet of Berger Paints Pakistan Limited as
at June 30, |
|
| 1996
and the related profit and loss account and cash flow statement, together
with the notes |
|
| forming
part thereof, for the eighteen months period then ended and we state that we
have |
|
| obtained
all the information and explanations which to the best of our knowledge and
belief |
|
| were
necessary for the purposes of our audit and, after due verification thereof,
we report that: |
|
|
| (a)
in our opinion, proper books of account have been kept by the Company as
required by |
|
| the Companies Ordinance, 1984; |
|
|
| (b)
in our opinion: |
|
|
| (i)
the balance sheet and profit and loss account together with the notes thereon
have |
|
| been
drawn up in conformity with the Companies Ordinance, 1984 and are in |
|
| agreement
with the books of account and are further in accordance with accounting |
|
| policies
consistently applied; |
|
|
| (ii)
the expenditure incurred during the year was for the purpose of the Company's |
|
| business;
and |
|
|
|
| (iii)
the business conducted investments made and the expenditure incurred during
the |
|
| period were in accordance with the objects
of the company; |
|
|
| (c)
in our opinion and to the best of our information and according to the
explanations given |
|
| to
us, the balance sheet, profit and loss account and the cash flow statement
together |
|
| with
the notes forming part thereof, give the information required by the
Companies |
|
| Ordinance,
1984 in the manner so required and respectively give a true and fair view of |
|
| the
state of the Company's affairs as at June 30, 1996 and of the profit and the
cash |
|
| flows
for the year then ended; and |
|
|
| (d)
in our opinion no zakat was deductible at source under the Zakat and Ushr
Ordinance, |
|
| 1980. |
|
|
| A.F.
FERGUSON & CO. |
|
| Chartered
Accountants |
|
|
| Karachi:
September 30, 1996 |
|
|
| Balance
Sheet as at |
|
|
|
|
|
Note |
June 30, |
December |
|
|
|
1996 |
31, 1994 |
|
|
|
(Rupees in thousand) |
|
| SHARE
CAPITAL AND RESERVES |
|
|
| Share
capital |
|
|
| Authorised |
|
| 5,000,000
ordinary shares of Rs. 10 each |
|
5O,OOO |
50,OOO |
|
|
========================= |
|
| Issued,
subscribed and paid-up |
|
3 |
25,483 |
23,166 |
|
| Reserves |
|
4 |
72,803 |
60,317 |
|
| Unappropriated
profit |
|
2,113 |
5,878 |
|
|
------------------------- |
|
|
|
100,399 |
89,361 |
|
|
|
| SURPLUS
ON REVALUATION OF FIXED ASSETS |
|
5 |
43,779 |
43,779 |
|
| LONG-TERM
FINANCE |
|
6 |
9,700 |
-- |
|
| LIABILITIES
AGAINST ASSETS SUBJECT TO |
|
|
|
| FINANCE
LEASES |
|
|
7 |
8,953 |
8,855 |
|
|
|
|
|
|
| CURRENT
LIABILITIES |
|
|
| Current
maturity of long-term finance |
|
6 |
2,900 |
1,500 |
|
| Current
maturity of liabilities against |
|
| assets
subject to finance leases |
|
7 |
5,499 |
3,965 |
|
| Short-term
finances |
|
8 |
43,670 |
40,670 |
|
| Running
finance under mark-up arrangements |
9 |
32,065 |
35,659 |
|
| Creditors,
accrued expenses and other liabilities |
10 |
271,721 |
141,425 |
|
| Unclaimed
dividends |
|
166 |
169 |
|
| Proposed
dividend |
|
6,371 |
-- |
|
|
------------------------- |
|
|
|
362,392 |
223,388 |
|
| CONTINGENCIES
AND COMMITMENTS |
|
11 |
|
|
|
|
|
------------------------- |
|
|
|
525,223 |
365,383 |
|
|
|
========================= |
|
|
|
|
|
| TANGIBLE
FIXED ASSETS |
|
|
|
| Operating
fixed assets |
|
12 |
69,250 |
65,817 |
|
| Capital
work-in-progress |
|
13 |
1,338 |
98 |
|
|
------------------------- |
|
|
|
70,588 |
65,915 |
|
|
| LONG-TERM
INVESTMENTS |
|
14 |
950 |
950 |
|
|
| LONG-TERM
LOANS AND ADVANCES |
|
15 |
3,097 |
2,139 |
|
|
| LONG-TERM
DEPOSITS |
|
|
1,938 |
2,141 |
|
|
|
|
| DEFERRED
TAXATION |
|
16 |
3,107 |
995 |
|
|
|
|
| CURRENT
ASSETS |
|
|
|
|
|
|
|
| Stores |
|
|
3,614 |
3,061 |
|
| Stocks |
|
17 |
147,516 |
117,868 |
|
| Trade debts |
|
18 |
165,004 |
106,303 |
|
| Loans
and advances |
|
19 |
5,510 |
4,104 |
|
| Trade
deposits and short-term prepayments |
2O |
3,2O2 |
2,036 |
|
| Other
receivables |
|
21 |
68,855 |
32,546 |
|
| Short-term
investments |
|
22 |
5,000 |
5,000 |
|
| income
tax refundable |
|
|
17,310 |
7,243 |
|
| Cash
and bank balances |
|
23 |
29,532 |
15,082 |
|
|
|
|
------------------------- |
|
|
|
|
445,543 |
293,243 |
|
|
|
|
|
------------------------- |
|
|
|
525,223 |
365,383 |
|
|
|
========================= |
|
|
|
| The
annexed notes form an integral part of these accounts. |
|
|
|
| MAHMOOD
AHMAD |
|
| Chief
Executive |
|
|
|
| SIKANDER
DADA |
|
|
| Director |
|
|
|
|
|
|
|
| Profit
and Loss Account for the eighteen |
|
| months
period ended June 30, 1996 |
|
|
|
|
|
|
Eighteen |
|
|
|
|
|
|
months |
Year |
|
|
|
|
|
|
ended |
ended |
|
|
|
|
June 30, |
December |
|
|
|
Note |
1996 |
31, 1994 |
|
|
|
|
|
|
|
(Rupees in thousand) |
|
|
|
|
| Sales |
|
24 |
944,244 |
446,261 |
|
| Cost
of goods sold |
|
25 |
823,318 |
377,891 |
|
|
------------------------- |
|
|
120,926 |
68,370 |
|
| Selling
and administration expenses |
|
26 |
117,454 |
64,179 |
|
|
|
------------------------- |
|
|
3,472 |
4,191 |
|
| Other income |
|
|
27 |
86,996 |
37,990 |
|
|
|
------------------------- |
|
|
|
90,468 |
42,181 |
|
|
|
|
|
| Financial
charges |
|
28 |
48,554 |
26,470 |
|
| Other
charges |
|
3O |
22,167 |
947 |
|
|
|
------------------------- |
|
|
70,721 |
27,417 |
|
|
|
------------------------- |
|
| Profit
before taxation |
|
19,747 |
14,764 |
|
|
|
|
|
| Taxation |
|
|
|
|
|
|
| Current - for the year |
|
4,622 |
2,376 |
|
|
- for prior year |
|
(172) |
- |
|
| Deferred |
- for the year |
|
(2,112) |
(454) |
|
|
- for prior years |
|
- |
(39) |
|
|
|
------------------------- |
|
|
2,338 |
1,883 |
|
|
|
------------------------- |
|
| Profit
after taxation |
|
17,409 |
12,881 |
|
| Unappropriated
profit brought forward |
|
5,878 |
219 |
|
|
|
------------------------- |
|
|
|
23,287 |
13,100 |
|
| Appropriations |
|
|
|
|
| Transfer to general reserve |
|
12,000 |
4,905 |
|
|
|
|
|
|
| Transfer
to reserve for issue of bonus shares |
|
2,548 |
2,317 |
|
| Tax
thereon @ 10% |
|
255 |
- |
|
|
|
------------------------- |
|
|
|
2,803 |
2,317 |
|
|
|
|
|
| Proposed
final dividend Rs. 2.50 per share (1994: Rs. Nil) |
6,371 |
- |
|
|
------------------------- |
|
