| Dewan Textile Mills Limited |
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|
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| (Annual
Report 1996) |
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| CONTENTS |
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| Company
Information |
|
| Notice
of the Meeting |
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| Statement
Under Section 160 |
|
| Director's
Report |
|
| Auditors'
Report to the Members |
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| Balance
Sheet |
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| Profit
& Loss Account |
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| Cash
Flow Statement |
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| Notes
to the Accounts |
|
| Pattern
of Share Holding |
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|
|
|
| COMPANY
INFORMATION |
|
| BOARD
OF DIRECTORS |
|
| DEWAN
GHULAM MUSTAFA KHALID |
Chairman |
|
| DEWAN
ZIAUR REHMAN FAROOQUI |
Managing Director/Chief
Executive |
|
| DEWAN
MOHAMMAD AYUB KHALID |
Resident Director |
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| DEWAN
MUHAMMAD YOUSUF FAROOQUI |
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| DEWAN
MUHAMMAD HAMZA FAROOQUI |
|
| DEWAN
ABDUL REHMAN FAROOQUI |
|
| IQBAL
NAEEM PASHA |
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| AUDITORS |
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|
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| MESSRS.
FEROZE SHARIF TARIQ & CO. |
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| Chartered
Accountants |
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| BANKERS |
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| MUSLIM
COMMERCIAL BANK LIMITED |
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| CITI
BANK N. A. KARACHI |
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| HABIB
BANK LIMITED |
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| STANDARD
CHARTERED BANK |
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| BANK
OF AMERICA |
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| AMERICAN
EXPRESS BANK |
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| SOCIETE
GENERALE, |
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| THE
FRENCH & INTERNATIONAL BANK |
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| ABN
AMRO BANK |
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| REGISTERED
OFFICE |
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| DEWAN CENTRE |
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| 3-A,
Lalazar, |
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| Beach
Hotel Road, |
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| Karachi-
74000, |
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| Pakistan. |
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| MILLS |
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| H/20
& H/26, S.I.T.E., |
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| Kotri,
District Dadu, |
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| Sindh,
Pakistan. |
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| NOTICE
OF TWENTY SEVENTH ANNUAL GENERAL MEETING |
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| Notice
is hereby given that the TWENTY SEVENTH ANNUAL GENERAL MEETING of Dewan |
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| Textile
Mills Limited will be held on Saturday, 28th June, 1997 at 12:00 p.m. at
Dewan Centre, 3-A, |
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| Lalazar,
Beach Hotel Road, Karachi, to transact the following business: |
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| ORDINARY
BUSINESS: |
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| 1.
Recitation from HOLY QURAN. |
|
|
| 2.
To read and confirm the minutes of the Twenty Sixth Annual General Meeting
held on 31 |
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| March 1996. |
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|
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| 3.
To receive, consider and adopt the annual audited accounts for the year ended
30 September |
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| 1996,
together with the Directors' and Auditors Report thereon. |
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|
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| 4.
To approve the declaration of 20% Cash Dividend. |
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| 5.
To appoint Auditors of the Company for the year ending 30 September 1997 and
to fix their |
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| remuneration. |
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| SPECIAL
BUSINESS: |
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| 6.
To consider and approve shot-term loans and advances out of surplus funds
available with the |
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| Company to Dewan Sugar Mills Limited in
compliance with the provisions of Section 208 of the |
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| Companies Ordinance, 1984. |
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|
| 7.
To transact any other business with the permission of the Chairman. |
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|
By and on behalf of Board
of Directors |
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| Karachi:
06 June, 1997. |
|
(DEWAN GHULAM MUSTAFA
KHALID) |
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| Place
- Karachi. |
|
Chairman |
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|
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| NOTES: |
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| 1.
The Share Transfer Books of the Company will remain closed from 15th June,
1997 to 28th June, |
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| 1997
(Both days inclusive). |
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|
|
|
| 2.
A member entitled to attend, speak and vote at the meeting is entitled to
appoint a proxy to attend, |
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| speak
and vote for him/her. A proxy must be member of the company |
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|
|
|
| 3.
An instrument of proxy and a power of attorney or other authority (if any)
under which it is signed |
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| or
a notarilly certified copy of such power of attorney in order to be valid
must be deposited at the |
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| registered
office of the Company not less than 48 hours before the time of the meeting. |
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|
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| 4.
Members are requested to notify the Company any change in their addresses
immediately. |
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| "Statement
under Section 160 of the Companies Ordinance, 1984 attached with the Annual |
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| Report
circulated to the members of the company." |
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| STATEMENT
UNDER SECTION 160 |
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| OF
THE COMPANIES ORDINANCE, 1984 |
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| This
statement is annexed to the Notice of Twenty Seventh Annual General Meeting
of Dewan |
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| Textile
Mills Limited to be held on 28th June, 1997 and sets out the material fact
concerning the |
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| Special
Business to be transacted at the Meeting. |
|
|
| The
Board of Directors considers to advance temporary short term financing to an
associated com- |
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| pany-Dewan
Sugar Mills Limited, out of the surplus funds available with the Company. The |
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| Directors
of the Company have no other vested interest in Dewan Sugar Mills Limited
except that |
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| some
of them are also Shareholders and Directors of Dewan Sugar Mills Limited. |
|
|
| In
this regard following resolution is proposed to be passed as a "SPECIAL
RESOLUTION". |
|
|
| "RESOLVED
that the Chief Executive of the Company be and is hereby authorised to make
tem- |
|
| porary
short term loans/advances to DEWAN SUGAR MILLS LIMITED being an associated
com- |
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| pany
upto a maximum limit of Rs. 50 Million at 1% above the Mark-up rate on which
Dewan |
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| Textile
Mills Limited has made its own borrowings". |
|
|
| "FURTHER
RESOLVED that these temporary loans/advances shall be adjusted as and when |
|
| required
by the Company and shall not exceed 12 (Twelve) months period". |
|
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|
| DIRECTORS'
REPORT |
|
| Your
Directors take pleasure in presenting to you the 27th Annual Report of the
Company together |
|
| with
the audited accounts for the financial year ended on September 30, 1996. |
|
|
| Alhamdolillah,
this year again the results of the Company remained satisfactory, despite
many neg- |
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| ative
factors. Although the cotton prices remained at lower level than last year,
the same was coun- |
|
| tered
by instability in yarn prices and upsurge in conversion cost, particularly
power. |
|
|
| By
grace of Almighty Allah, your Company has earned a Net Profit of Rs. 131.4
million as compared |
|
| with
Net Profit of Rs. 35.9 million of last year. Current year's Profit includes
Cash Dividend Income |
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| of
Rs. 134.4 million from Dewan Salman Fibre Ltd. The significant dividend
income has once again |
|
| provided
a helping hand to your Company's cash flow under the prevalent grim situation
of the |
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| industry. |
|
|
| We
humbly gratefully bow our heads before Almighty Allah, the most gracious and
merciful, who |
|
| has
rewarded and blessed your Company with His bounties. |
|
|
| IF
YE GIVE THANKS, I WILL GIVE YOU MORE (HOLY QURAN) |
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|
| Your
Directors are pleased to propose appropriation of profit in the following
manner: |
|
|
| Profit
for the year 1996 |
|
|
Rs. 131,424,574 |
|
| Profit
brought forward from previous year |
Rs. 24,632,634 |
|
|
|
|
|
---------- |
|
| Total
amount available for appropriation |
Rs. 156,057,208 |
|
|
========== |
|
| Appropriation |
|
|
| Proposed
cash dividend @ 20% |
|
Rs. 13,860,000 |
|
| Un-appropriated
profit carried forward |
Rs. 142,197,208 |
|
|
|
|
---------- |
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| Total |
|
|
Rs. 156,057,208 |
|
|
========== |
|
| REVIEW
ON ACCOUNTS |
|
| The
Company has earned a Net Profit of Rs. 131.4 million, after charging
Depreciation of Rs. 19.1 |
|
| million
and making a provision for Taxation of Rs. 22.3 million. The earning per
share of the |
|
| Company
for the year under review works out to Rs. 18.96. The financial obligations
of the |
|
| Company
are being met timely. Alhamdolilah, the Company has been able to exhibit
satisfactory |
|
| results
in an overall distressing situation of textile sector. |
|
|
| The
Textile Industry, during the year, under review, remained under grave crisis.
The cotton crop |
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| once
again failed miserably for the fourth consecutive year and cotton prices
remained at high level |
|
| during
the year. The average price of raw cotton remained around Rs. 2,100/- per
maund, exclud- |
|
| ing
18% sales tax. |
|
|
| FUTURE
PROSPECTS |
|
| The
Textile Industry of Pakistan is still suffering from successive cotton crop
failures. The future is |
|
| entirely
dependent on sizable cotton crop and serious consideration by the Government
to restore |
|
| this
industry. Although the caretaker and the present Government did announce
certain packages |
|
| for
this sector in order to put it back on the track, the current situation
requires revolutionary cor- |
|
| rective
measures to arrest the decline in fortune of the industry over the last few
years. This has |
|
| brought
some optimism and some of the closed units also started operating, but now
short capacity |
|
| in
weaving sector has become a bottleneck for textile spinning industry.
Expansion in weaving |
|
| capacity
is expected as the situation of weaving sector is improving. The expansion of
weaving sec- |
|
| tor
is inevitable for the survival of spinning sector and Textile Industry as a
whole. |
|
|
| Current
year is again a difficult one and we do not see any mitigation in this
situation as the finan- |
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| cial
crisis is not over and in such circumstances, we can only pray to Almighty
Allah to help our |
|
| Textile
Industry to come out of this dilemma. |
|
|
| NOTE
OF THANKS |
|
| The
Board expresses its thanks for the valuable services, loyalty and laudable
efforts rendered by the |
|
| executives,
staff members and workers of the Company, during the year under review, and
wish to |
|
| place
on record its appreciation for the same. |
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|
| AUDITORS |
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| The
Auditors of your Company, M/s. Feroze Sharif Tariq & Company, Chartered
Accountants, retire |
|
| and
offer their services for re-appointment for the ensuing year on the same
remuneration. |
|
|
| CONCLUSION |
|
| In
conclusion, we bow, beg and pray to Almighty Allah, Rehman-o-Rahim, in the
name of our |
|
| beloved
prophet, Muhammad, peace be upon him, for continued showering of His
Blessings, |
|
| Guidance,
Strength, Health and Prosperity to us, our Company, Country and Nation; and
also pray |
|
| to
Almighty Allah to bestow peace, harmony, brotherhood and unity in true
Islamic spirit to whole |
|
| of
Muslim Ummah, Ameen, Summa-Ameen. |
|
|
| LO-MY
LORD IS INDEED HEARER OF PRAYER (HOLY QURAN) |
|
|
|
For and on behalf of
Board of Directors |
|
|
Dewan Ghulam Mustafa
Khalid |
|
| Karachi:
May 21, 1997 |
|
Chairman |
|
|
|
|
|
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
| We
have audited the annexed Balance Sheet of Dewan Textile Mills Limited, as at
30 September, 1996 |
|
| and
the related Profit and Loss Account and Cash Flow Statement together with the
notes forming part |
|
| thereof,
for the year then ended and we state that we have obtained all the
information and explana- |
|
| tions
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
busi- |
|
| ness; and |
|
|
| (iii)
the business conducted, investments made and the expenditure incurred during
the year |
|
| 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 30 September 1996
and of the profit and the Cash Flow for the year |
|
| then ended and |
|
|
| (d)
in our opinion Zakat deductible at source under the Zakat and Ushr Ordinance,
1980 was |
|
| deducted by the Company and deposited in
the Central Zakat Fund established under Section |
|
| 7 of that Ordinance. |
|
|
| Feroze
Sharif Tariq & Company |
|
| Chartered
Accountants |
|
| Karachi: |
|
| Date:
21 May, 1997 |
|
|
|
| BALANCE
SHEET AS ON 30 SEPTEMBER, 1996 |
|
|
|
|
|
1996 |
1995 |
|
| CAPITAL
AND LIABILITIES |
|
Notes |
Rupees |
Rupees |
|
|
|
|
| Share
Capital |
|
| Authorised |
|
| 30,000,000
(1995: 30,000,000) |
|
| Ordinary
shares of Rs. 10 each |
|
300,000,000 |
300,000,000 |
|
|
========== |
========== |
|
| Issued,
Subscribed and Paid up |
|
3 |
69,300,000 |
69,300,000 |
|
| Reserves
and Surplus |
|
4 |
475,197,208 |
357,632,634 |
|
|
---------- |
---------- |
|
|
|
544,497,208 |
426,932,634 |
|
|
| Liability
Against Assets Lease |
|
5 |
16,218,097 |
-- |
|
| Deferred
Liabilities |
|
6 |
48,775,191 |
39,087,214 |
|
|
| Current
Liabilities |
|
|
| Current
Maturity on Assets Lease |
|
|
2,288,208 |
-- |
|
| Short
Term Running Finances |
|
7 |
195,976,186 |
408,180,506 |
|
| Creditors,
Accrued Expenses & |
|
|
|
| Other
Liabilities |
|
8 |
85,597,811 |
56,165,419 |
|
| Provision
for Taxation |
|
|
100,747,652 |
78,437,652 |
|
| Dividend
Payable |
|
9 |
13,934,453 |
13,928,537 |
|
|
|
|
---------- |
---------- |
|
|
|
|
398,544,310 |
556,712,114 |
|
|
| Contingent
Liabilities and Commitments |
10 |
|
|
---------- |
---------- |
|
|
|
1,008,034,806 |
1,022,731,962 |
|
|
========== |
========== |
|
| Note: |
|
| Chief
Executive of the Company is out of Pakistan, therefore the Balance Sheet and
Profit & Loss |
|
| Account
is signed by two Directors. |
|
|
|
| PROPERTY
AND ASSETS |
|
|
| Fixed
Assets (at cost less |
|
| accumulated
depreciation) |
|
11 |
161,564,361 |
156,482,889 |
|
|
|
|
|
| Long
Term Investment |
|
12 |
210,000,000 |
210,000,000 |
|
| Long
Term Deposits |
|
13 |
218,129 |
218,129 |
|
|
| Current
Assets |
|
| Stores
and Spares |
|
14 |
53,483,685 |
55,953,228 |
|
| Stock
in Trade |
|
15 |
246,606,872 |
313,724,729 |
|
| Trade
Debts - Unsecured |
|
|
|
| (Considered
good) |
|
16 |
204,533,779 |
203,242,125 |
|
|
| Advances,
Deposits, Prepayments |
|
| and
Other Receivables |
|
17 |
131,183,514 |
82,285,889 |
|
|
|
|
|
| Cash
and Bank Balances |
|
18 |
444,466 |
824,973 |
|
|
---------- |
---------- |
|
|
|
636,252,316 |
656,030,944 |
|
|
---------- |
---------- |
|
|
|
1,008,034,806 |
1,022,731,962 |
|
|
========== |
========== |
|
|
|
|
| PROFIT
AND LOSS ACCOUNT |
|
| FOR
THE YEAR ENDED 30 SEPTEMBER, 1996 |
|
|
|
|
1996 |
1995 |
|
|
Notes |
Rupees |
Rupees |
|
|
| Sales - Net |
|
19 |
1,646,800,733 |
1,447,160,573 |
|
| Less:
Excise / Export Duty |
|
20 |
10,554,442 |
16,828,393 |
|
|
|
|
---------- |
---------- |
|
|
|
|
1,636,246,291 |
1,430,332,180 |
|
| Cost
of Sales |
|
21 |
1,438,153,040 |
1,261,505,738 |
|
|
|
|
---------- |
---------- |
|
| Gross Profit |
|
|
198,093,251 |
168,826,442 |
|
| Operating
Expenses |
|
| Administrative
& General |
|
22 |
14,002,139 |
12,387,171 |
|
| Selling
& Distribution |
|
23 |
81,705,822 |
61,010,300 |
|
|
|
|
---------- |
---------- |
|
|
|
|
95,707,961 |
73,397,471 |
|
|
|
|
---------- |
---------- |
|
| Operating
Profit |
|
|
102,385,290 |
95,428,971 |
|
|
| Other
Charges |
|
| Financial
Expenses |
|
24 |
77,038,480 |
71,481,577 |
|
| Workers'
Profit Participation Fund |
|
|
1,267,341 |
1,197,370 |
|
| Workers'
Welfare Fund |
|
|
720,223 |
790,609 |
|
|
|
|
---------- |
---------- |
|
|
|
|
79,026,044 |
73,469,556 |
|
|
---------- |
---------- |
|
|
|
|
23,359,246 |
21,959,415 |
|
| Other Income |
|
25 |
134,400,000 |
28,163,015 |
|
|
---------- |
---------- |
|
| Profit
before Taxation |
|
|
157,759,246 |
50,122,430 |
|
|
| Taxation |
|
| Current Year |
|
|
|
22,310,000 |
21,500,000 |
|
| Deferred |
|
|
|
4,024,672 |
(7,338,563) |
|
|
|
|
---------- |
---------- |
|
|
|
|
26,334,672 |
14,161,437 |
|
|
|
|
---------- |
---------- |
|
| Profit
after Taxation |
|
|
131,424,574 |
35,960,993 |
|
| Unappropriated
profit brought forward |
|
|
24,632,634 |
2,531,641 |
|
|
|
|
---------- |
---------- |
|
|
|
|
156,057,208 |
38,492,634 |
|
|
| Appropriation |
|
| Proposed
Cash Dividend: @ 20% (1995: 20%) |
|
13,860,000 |
13,860,000 |
|
|
---------- |
---------- |
|
| Unappropriated
profit carried forward |
|
|
142,197,208 |
24,632,634 |
|
|
========== |
========== |
|
| DEWAN
GHULAM MUSTAFA KHALID |
|
DEWAN ABDUL REHMAN
FAROOQUI |
|
|
Chairman |
|
|
Director |
|
| Note: |
|
| Chief
Executive of the Company is out of Pakistan, therefore the Balance Sheet and
Profit & Loss |
|
| Account
is signed by two Directors. |
|
|
|
|
|
| CASH
FLOW STATEMENT |
|
| FOR
THE YEAR ENDED 30 SEPTEMBER 1996 |
|
|
|
|
1996 |
1995 |
|
|
|
|
Rupees |
Rupees |
|
| CASH
FLOWS FROM OPERATING ACTIVITIES |
|
|
| Net
Profit before tax |
|
|
157,759,246 |
50,122,430 |
|
|
| Adjustment
to reconcile profit to cash generated in |
|
| operating
activities; |
|
| Depreciation |
|
|
19,111,158 |
18,458,130 |
|
| Provision
for gratuity |
|
|
5,663,305 |
7,041,110 |
|
| (Gain)
on sale on fixed assets |
|
-- |
(163,015) |
|
|
---------- |
---------- |
|
|
|
|
24,774,463 |
25,336,225 |
|
|
|
|
---------- |
---------- |
|
|
|
|
182,533,709 |
75,458,655 |
|
|
| (Increase)
/ Decrease in Stores and Spares |
|
2,469,543 |
(13,999,881) |
|
| (Increase)
/ Decrease in Stock in Trade |
|
67,117,857 |
(163,422,660) |
|
| (Increase)
/ Decrease in Trade Debts |
|
|
(1,291,654) |
(88,386,355) |
|
| (Increase)
/ Decrease in Advances, Deposits |
|
|
|
|
Prepayments and Other
Receivables |
|
(32,288,736) |
49,069,060 |
|
| Increase
/ (Decrease) in Creditors, Accrued Expenses |
|
|
| and
Other Liabilities |
|
|
29,432,392 |
6,645,368 |
|
| Increase
/ (Decrease in Short Term Running |
|
|
|
| Finances |
|
|
|
(212,204,320) |
240,405,963 |
|
| Increase
/ (Decrease in Current Maturity Lease |
|
2,288,208 |
-- |
|
| Increase
/ (Decrease in Liability against Assets Lease |
16,218,097 |
-- |
|
|
---------- |
---------- |
|
|
|
|
(128,258,613) |
30,311,495 |
|
|
|
|
---------- |
---------- |
|
|
|
|
54,275,096 |
105,770,150 |
|
| CASH
FLOWS FROM FINANCING ACTIVITIES |
|
| Payments
for: |
|
| Dividend |
|
|
|
13,854,084 |
71,140,162 |
|
| Taxes |
|
|
|
16,608,889 |
31,838,335 |
|
|
---------- |
---------- |
|
|
|
|
|
|
30,462,973 |
102,978,497 |
|
|
| CASH
FLOWS FROM INVESTING ACTIVITIES |
|
| Capital
Expenditure |
|
|
|
24,192,630 |
5,030,380 |
|
| Sale
of Fixed Assets |
|
|
-- |
(650,000) |
|
|
|
|
---------- |
---------- |
|
|
|
24,192,630 |
4,380,380 |
|
|
---------- |
---------- |
|
| Net
Increase/(Decrease) in Cash |
|
(380,507) |
(1,588,727) |
|
| Cash
and Bank Balances as on 01 October 1995 |
|
824,973 |
2,413,700 |
|
|
---------- |
---------- |
|
| Cash
and Bank Balances as on 30 September 1996 |
|
444,466 |
824,973 |
|
|
========== |
========== |
|
| NOTES
TO THE ACCOUNTS FOR THE |
|
| YEAR
ENDED 30 SEPTEMBER 1996 |
|
|
|
| 1.
STATUS AND NATURE OF BUSINESS |
|
| Dewan
Textile Mills Limited is a public limited company incorporated in Pakistan
under the |
|
| Companies
Act, 1913 (Now Companies Ordinance, 1984) and is listed on Karachi and Lahore |
|
| Stock
Exchanges. The Principal activity of the Company is manufacturing and sale of
cotton yarn. |
|
|
| 2.
SIGNIFICANT ACCOUNTING POLICIES |
|
| 2.1
Accounting Convention |
|
| These
accounts have been prepared under the historical cost convention. |
|
|
| 2.2
Staff retirement benefits |
|
| The
Company operates an unfunded gratuity scheme. Annual provisions are made in
the |
|
| financial
statements to cover obligations under this scheme. |
|
|
| 2.3 Taxation |
|
| Provision
for current taxation is based on current rates of tax after taking into
account tax |
|
| credits
available, if any. |
|
|
| The
Company accounts for deferred taxation on all material timing differences
using the lia- |
|
| bility
method. However, deferred tax is not provided if it can be established with
reasonable |
|
| probability
that these timing differences will not reverse in the foreseeable future. |
|
|
| 2.4
Tangible Fixed Assets and Depreciation |
|
| The
Fixed Assets are stated at cost less accumulated depreciation except lease
hold land and |
|
| Capital
Work-in-Progress which are stated at cost. |
|
| Depreciation
is provided on reducing balance method and the rates applied are in no case
less |
|
| than
the rates prescribed by the Central Board of Revenue. |
|
| Full
year's depreciation is charged in the year of acquisition, while no
depreciation is charged |
|
| in
the year of their disposal. |
|
| Major
repairs and renewals are capitalized |
|
| Profit
or Loss on disposal of Fixed Assets is included in the current year income. |
|
|
| 2.5
Stores and Spares |
|
| These
are valued at cost calculated on the basis of first-in-first-out method of
valuation except |
|
| for
those in transit which are valued at cost. |
|
|
| 2.6
Stock-in-Trade |
|
| These
are valued as follows: |
|
|
| Raw Material |
|
: At average cost |
|
|
| Finished
Goods |
|
| and Waste |
|
: At lower Cost or Net
Realizable Value |
