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GHANDHARA NISSAN DIESEL LIMITED |
|
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|
A Group Company of Bibojee Services (Pvt.) Limited. |
|
|
Tenth Annual Report 1996 |
|
|
|
|
| CONTENTS |
|
Page # |
|
|
|
| Company
Information |
|
3 |
|
| Notice
of Annual General Meeting |
|
4 |
|
| Chairman's
and Directors' Report |
|
5 |
|
| Auditors'
Report to the Members |
|
7 |
|
| Balance
Sheet |
|
8 |
|
| Profit
and Loss Accounts |
|
10 |
|
| Financial
Cash Flow Statements |
|
11 |
|
| Notes
to the Accounts |
|
12 |
|
| Pattern
of Shareholdings |
|
24 |
|
|
|
| COMPANY
INFORMATION |
|
|
| BOARD
OF DIRECTORS |
|
| Mr.
Raza Kuli Khan Khattak |
|
Chairman and Chief
Executive |
|
| Mr.
Ahmed Kuli Khan Khattak |
|
| Begum
Tehmina Habibullah Khan |
|
|
|
| Mr.
H. S. Mufti |
|
| Mr.
M. Salman Siddique |
|
Chief Operating Officer |
|
| Mr.
Norio Abe |
|
| Mr.
T. Ishimoto |
|
| (Alternate Mr. A. Hanaoka) |
|
| Mr.
Mohammad Nasim Khan |
|
| Mr.
Behram Hassan |
|
|
| SECRETARY |
|
| Mr.
Aqiel Amjad Ghani |
|
|
| REGISTERED
OFFICE |
|
| Ghandhara
House, |
|
| 109/2,
Clifton, |
|
| Karachi. |
|
|
| FACTORY |
|
| Port
Bin Qasim, |
|
| Karachi. |
|
|
| BANKERS
OF THE COMPANY |
|
| ABN
AMRO Bank |
|
| Allied
Bank of Pakistan Ltd. |
|
| American
Express Bank Ltd. |
|
| ANZ
Grindlays Bank |
|
| The
Bank of Tokyo - Mitsubishi, Ltd. |
|
| Banque
Indosuez |
|
| Mashreq
Bank psc. |
|
| Emirates
Bank International Ltd. |
|
| Habib
Bank Limited |
|
| The
Hong Kong & Shanghai Banking Corporation |
|
| Muslim
Commercial Bank Ltd. |
|
| Societe
Generale Bank |
|
| United
Bank Ltd. |
|
| National
Bank of Pakistan Ltd. |
|
| Union
Bank Limited. |
|
| Indus
Bank Limited. |
|
|
| AUDITORS |
|
| Taseer
Hadi Khalid & Co. |
|
| Chartered
Accountants, |
|
| First
Floor, |
|
| Shaikh
Sultan Trust Building No. 2, |
|
| Beaumont
Road, Karachi. |
|
|
| LEGAL
ADVISORS |
|
| Shaukat
Law Associates, |
|
| 217,
Central Hotel Annexe, |
|
| Abdullah
Haroon Road, |
|
| Karachi. |
|
|
| SHARE
REGISTRARS |
|
| T.H.K.
Associates (Pvt) Ltd. |
|
| Ground
Floor, |
|
| Shaikh
Sultan Trust Building No. 2 |
|
| Beaumont
Road, Karachi. |
|
|
|
| NOTICE
OF ANNUAL GENERAL MEETING |
|
| Notice
is hereby given that the 10th Annual General Meeting of Shareholders of
Ghandhara Nissan |
|
| Diesel
Ltd. will be held on Sunday, the 29th December, 1996 at 3.00 P.M. at Hotel
Avari Towers, Fatima |
|
| Jinnah
Road, Karachi for the purpose of transacting the following business: |
|
|
| 1.
To receive and consider the Audited Accounts of the Company for the eighteen
months ended |
|
| 30th
June, 1996. |
|
|
| 2.
To appoint Auditors for the year ending 30th June, 1997 and to fix their
remuneration. The retiring |
|
| Auditors,
Messrs Taseer Hadi Khalid & Co., Chartered Accountants, being eligible
offer themselves |
|
| for
reappointment. |
|
|
| 3.
To transact any other business with the permission of the Chairman. |
|
|
| Bv
order of the Board |
|
|
| AQIEL
AMJAD GHANI |
|
| COMPANY
SECRETARY |
|
|
| Karachi:
8th December, 1996. |
|
|
| NOTES: |
|
| 1.
The Share Transfer Books of the Company will remain closed from Thursday,
26th December, 1996 |
|
| to
Wednesday,1st January, 1997 (both days inclusive). |
|
|
| Shareholders
are requested to intimate any change in their address to our Share
Registrars, Messrs: |
|
| THK
Associates (Pvt) Ltd., Shares Department, Ground Floor, Sheikh Sultan Trust
Building No. 2, |
|
| Beaumont
Road, Karachi. |
|
|
| A
Member entitled to attend and vote at the Annual General Meeting may appoint
another member |
|
| as
his/her Proxy to attend and vote instead of him/her. Form of Proxy is
enclosed with the Annual |
|
| Report.
Votes may be given personally or by Proxy or by Attorney or, in case of a
Corporation, by a |
|
| representative.
The instrument of Proxy, duly stamped, signed and witnessed, should be lodged
at |
|
| the
Registered Office of the Company at Ghandhara House, 109/2, Clifton,
Karachi-6 not later than |
|
| 48
hours before the time of the meeting. |
|
|
| CHAIRMAN'S
& DIRECTORS' REPORT |
|
|
| It
gives us pleasure to present to you the Tenth Annual Report of your Company. |
|
|
| As
stated in the Foreword to the audited accounts for the six months ended 30
June 1995, the current |
|
| accounting
period is spread over eighteen months closing on 30 June 1996. This is in
accordance with the |
|
| decision
of the management in view of the statuary changes brought about in relation
to the accounting |
|
| year,
which henceforth will be July-June. |
|
|
| OPERATING
RESULTS |
|
| The
period under review shows a substantial improvement over the year ended 31
December, 1994. The |
|
| Pre-tax
profit for the 18 month period under review is Rs. 45.29 million. 853 units
were sold as against |
|
| 258
units in 1994. A comparison of production and sales during 1994 and 1996 is
given below :- |
|
|
|
Year ended 31st Dec. 1994 |
|
|
Eighteen Months ended 30th June 1996 |
|
|
Trucks & Buses (Units) |
|
|
Trucks & Buses (Units) |
|
|
Production |
Sales |
|
Production |
Sales |
|
|
|
|
|
|
158 |
|
258 |
|
528 |
|
853 |
(Includes 241 |
|
|
|
CBU Units) |
|
|
| It
is heartening to note that Rs. 39.12 million out of Rs. 42.44 million carried
forward loss from 1994 has |
|
| been
recouped. |
|
|
|
| The
operating results are as follows :- |
|
|
Eighteen Months ended |
|
Year ended |
|
|
|
30th June, 1996. |
|
31st Dec. 1994 |
|
|
|
|
|
|
Rupees in thousands |
|
|
|
| Sales
and Services |
|
1,219,028 |
|
|
293,251 |
|
| Gross
Profit |
|
133,920 |
|
|
14,576 |
|
| Provision
for taxation (net) |
|
6,171 |
|
|
871 |
|
| Unappropriated
(1oss)/profit |
|
(42,442) |
|
|
383 |
|
| brought
forward |
|
|
|
|
|
|
| Transfer
from General Reserve |
|
-- |
|
|
21,500 |
|
| Unappropriated
(loss) |
|
(3,323) |
|
|
(42,442) |
|
| carried
forward |
|
|
| AUDITORS'
REPORT |
|
| The
qualification in the auditors' report is of a consequential nature. Their
report on the accounts for the |
|
| year
ended 31st December, 1994 was qualified for the inclusion of exchange loss
amounting to Rs. 26.90 |
|
| million
in the cost of stock in trade. While giving our opinion in the Chairman's and
Directors' Report |
|
| last
year, we stated that cost of the inventory imported under usance letters of
credit should comprise of |
|
| the
actual amount paid to suppliers and other costs incurred on these stocks. |
|
| During
the period under review, the stocks carried over from last year including the
above referred loss of |
|
| Rs.
26.90 million in their value, were sold at prices higher than cost. |
|
|
| APPOINTMENT
OF AUDITORS |
|
| The
retiring auditors, M/s. Taseer Hadi Khalid & Company Chartered
Accountants, being eligible, have |
|
| offered
themselves for reappointment. |
|
|
| PATTERN
OF SHARE HOLDINGS |
|
| The
pattern of Share holdings of the Company as at 30th June, 1996 is given on
page No. 24. |
|
|
| CHANGE
IN MANAGEMENT |
|
| Subsequent
to the period under review Mr. Akram M. Ghauri resigned from the Board. Mr.
K. Nakamura, |
|
| nominee
of Nissan Diesel Motor Co., Ltd., Japan also resigned. |
|
|
| ASSISTANCE
BY OUR PRINCIPALS. |
|
| Your
Directors would like to express their sincere gratitude to our Principals,
M/s. Nissan Diesel Motor |
|
| Company
Limited, Japan, and M/s Tomen Corporation, Japan for their wholehearted
support, cooperation |
|
| and
help when it was most needed. We look forward to the same in future. |
|
|
| LABOUR
- MANAGEMENT RELATIONS |
|
| The
labour - management relations remained very satisfactory throughout the
period. |
|
|
| MANAGEMENT
/ STAFF / WORKERS / DEALERS / VENDORS |
|
| Your
Directors would like to record their appreciation for the sincere efforts and
continued cooperation of |
|
| the
staff, workmen, CBA, dealers and vendor.,;, whose combined efforts have put
your company back on |
|
| the
road to progress. |
|
|
| FUTURE
PROSPECTS |
|
| As
a result of upward trend so far depicted in the demand for vehicles, the
outlook for the year 1996-97 is |
|
| reasonably
optimistic. However strenuous efforts will have to be made to minimize the
effect of rampant |
|
| inflation,
frequent devaluation of Pak. Rupee, increase in POL prices and imposition of
additional levies |
|
| in
the mini-budget. These measures are otherwise bound to affect the economy as
a whole. Moreover, |
|
| political
conditions prevailing in the country will weigh heavily in shaping the state
of the economy in |
|
| days
to come. |
|
|
| FOR
AND ON BEHALF OF THE BOARD OF DIRECTORS |
|
|
| RAZA
KULI KHAN KHATTAK |
|
| CHAIRMAN |
|
|
| Karachi:
5th December, 1996. |
|
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
| We
have audited the annexed Balance Sheet of Ghandhara Nissan Diesel Limited as
at 30 June 1996 |
|
| and
the related Profit and Loss Account and Statement of Changes in Financial
Position, 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 period 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)
as more fully explained in note 5, exchange loss of Rs. 26.9 million included
in the cost of |
|
| stock
in trade at 31 December 1994 has been charged to profit and loss account
during the |
|
| period.
Had the exchange difference been charged to profit and loss account in the
period it |
|
| was
incurred, profit for the current period and loss for the previous year would
have been |
|
| higher
by Rs. 26.9 million. |
|
|
|
| (d)
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 statement of changes in
financial position, |
|
| together
with the notes forming part thereof, give the information required by the
Companies |
|
| Ordinance,
1984 in the manner so required and give a true and fair view of the state of
the |
|
| company's
affairs as at 30 June 1996 and except for the effect of exchange loss
referred to in |
|
| para
(c) above charged during the period, of the profit and the changes in
financial position for |
|
| the
period then ended; and |
|
|
|
| (e)
in our opinion, no zakat was deductible at source under the Zakat and Ushr
Ordinance, 1980. |
|
|
| TASEER
HADI KHALID & CO. |
|
| CHARTERED
ACCOUNTANTS. |
|
|
|
| KARACHI:
5 December 1996 |
|
|
|
| BALANCE
SHEET |
|
|
|
| AS
AT 30 JUNE 1996 |
|
|
3O |
31 |
|
|
|
|
|
June |
December |
|
|
|
1996 |
1994 |
|
|
NOTE |
RS '000 |
Rs '000 |
|
|
|
|
|
|
|
|
|
| TANGIBLE
FIXED ASSETS |
|
3 |
112,227 |
120,894 |
|
| CAPITAL
WORK-IN-PROGRESS |
|
1,060 |
697 |
|
| DEPOSIT
AGAINST LEASE FACILITY |
|
106 |
3,535 |
|
|
|
|
|
| CURRENTASSETS |
|
|
|
| Stores,
spares and loose tools |
|
4 |
3,445 |
2,741 |
|
| Stock
in trade |
|
5 |
296,699 |
460,580 |
|
| Trade
debtors - unsecured |
|
|
|
| considered
good |
|
6 |
4,518 |
37,503 |
|
| Advances,
deposits, prepayments |
|
|
|
| and
other receivables |
|
7 |
155,887 |
95,227 |
|
| Cash
and bank balances |
|
8 |
37,643 |
3,346 |
|
|
|
--------- |
--------- |
|
|
|
498,192 |
599,397 |
|
| LESS:
CURRENT LIABILITIES |
|
|
|
| Current
maturity of lease facility |
|
174 |
5,566 |
|
| Finance
under mark-up |
|
|
|
| arrangements
- secured |
|
9 |
55,519 |
312,769 |
|
| Bills
payable |
|
187,397 |
47,058 |
|
| Creditors,
accrued expenses |
|
|
|
| and
other liabilities |
|
10 |
180,035 |
211,748 |
|
| Unclaimed
dividends |
|
42 |
42 |
|
| Taxation |
|
11 |
59,103 |
53,008 |
|
|
|
|
--------- |
--------- |
|
|
|
|
482,270 |
630,191 |
|
|
|
|
|
|
|
|
--------- |
--------- |
|
| NET
CURRENT ASSETS/(L1ABILITIES) |
|
15,922 |
(3O,794) |
|
|
|
|
|
|
--------- |
--------- |
|
|
|
129,315 |
94,332 |
|
|
========= |
========= |
|
|
|
|
| SHARE
CAPITAL |
|
12 |
77,679 |
77,679 |
|
| ACCUMULATED
LOSS |
|
(3,323) |
(42,442) |
|
|
--------- |
--------- |
|
|
74,356 |
35,237 |
|
|
|
|
| SURPLUS
ON REVALUATION OF FIXED ASSETS |
|
13 |
52,317 |
53,095 |
|
| LIABILITY
AGAINST ASSETS SUBJECT |
|
|
|
| TO
FINANCE LEASE |
|
14 |
- |
3,435 |
|
| DEFERRED
TAXATION |
|
2,642 |
2,565 |
|
| CONTINGENCIES
AND COMMITMENTS |
|
15 |
- |
- |
|
|
|
--------- |
--------- |
|
|
|
129,315 |
94,332 |
|
|
========= |
========= |
|
|
| These
accounts should be read in conjunction with the attached notes. |
|
|
| RAZA
KULI KHAN KHATTAK |
|
| Chief
Executive |
|
|
|
| M.
SALMAN SIDDIQUE |
|
| Director |
|
|
|
| PROFIT
AND LOSS ACCOUNTS |
|
| FOR
THE EIGHTEEN MONTHS PERIOD ENDED 30 JUNE 1996 |
|
|
|
|
Six mon- |
Year |
Eighteen months |
Year |
|
|
|
ths ended |
ended |
period ended |
|
ended |
|
|
30 June |
30 June |
30 June |
|
31 December |
|
|
|
1995 |
1996 |
1996 |
|
1994 |
|
|
Note |
Rs '000 |
Rs '000 |
Rs '000 |
|
Rs'000 |
|
|
|
|
|
| Sales
and services - Net |
16 |
361,394 |
857,634 |
1,219,028 |
|
293,251 |
|
| Cost
of goods sold |
|
17 |
318,503 |
766,605 |
1,085,108 |
|
278,675 |
|
|
|
|
--------- |
--------- |
--------- |
--------- |
--------- |
|
| Gross
profit |
|
|
42,891 |
91,029 |
133,920 |
|
14,576 |
|
| Administration
and selling expenses |
18 |
16,765 |
45,479 |
62,244 |
|
34,576 |
|
|
|
|
--------- |
--------- |
--------- |
--------- |
--------- |
|
| Operating
Profit |
|
|
26,126 |
45,550 |
71,676 |
|
(20,000) |
|
| Other
income |
|
19 |
246 |
7,681 |
7,927 |
|
657 |
|
|
--------- |
--------- |
--------- |
--------- |
--------- |
|
|
26,372 |
53,231 |
79,603 |
|
(19,343) |
|
|
|
|
|
|
| Financial
charges |
|
20 |
17,929 |
14,000 |
31,929 |
|
44,111 |
|
| Workers'
profit participation fund |
421 |
1,963 |
2,384 |
|
- |
|
| Workers'
welfare fund |
|
157 |
(157) |
- |
|
- |
|
|
|
--------- |
--------- |
--------- |
--------- |
--------- |
|
|
|
18,507 |
15,806 |
34,313 |
|
44,111 |
|
|
|
|
|
|
--------- |
--------- |
--------- |
--------- |
--------- |
|
| Profit/(Loss)
before taxation |
|
7,865 |
37,425 |
45,290 |
|
(63,454) |
|
|
|
871 |
|
| Provision
for taxation |
|
|
|
| Current year |
|
|
1,807 |
4,287 |
6,094 |
|
1,466 |
|
| Deferred |
|
(817) |
894 |
77 |
|
(595) |
|
|
|
|
--------- |
--------- |
--------- |
--------- |
--------- |
|
|
99O |
5,181 |
6,171 |
|
871 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
--------- |
--------- |
--------- |
--------- |
--------- |
|
| Profit/(Loss)
after taxation |
|
6,875 |
32,244 |
39,119 |
|
(64,325) |
|
| (Accumulated
Loss)/Unappropriated |
========= |
========= |
|
|
| profit
brought forward |
|
(42,442) |
|
383 |
|
|
|
--------- |
--------- |
--------- |
|
|
|
|
(3,323) |
|
(63,942) |
|
|
|
|
|
|
| Transfer
from General Reserve |
|
-- |
|
21,500 |
|
|
--------- |
--------- |
--------- |
|
| (Accumulated
loss) carried forward |
|
(3,323) |
|
(42,442) |
|
|
|
========= |
========= |
========= |
|
|
|
|
|
| These
accounts should be read in conjunction with the attached notes. |
|
|
|
| RAZA
KULI KHAN KHATTAK |
|
| Chief
Executive |
|
|
|
| M.
SALMAN SIDD1QUE |
|
| Director |
|
|
|
|
|
| FINANCIAL
CASH FLOW STATEMENTS |
|
| FOR
THE EIGHTEEN MONTHS PERIOD ENDED 30 JUNE 1996 |
|
|
Eighteen months |
|
Year ended |
|
|
|
period |
|
31 |
|
|
|
|
ended 30 |
|
December |
|
|
June 1996 |
|
1994 |
|
|
|
RS '000 |
|
Rs '000 |
|
|
|
|
|
| CASH
FLOWS FROM OPERATING ACTIVITIES |
|
|
|
| Profit/(Loss)before
taxation |
|
45,290 |
|
(63,454) |
|
| Adjustments
for: |
|
|
|
|
|
| Depreciation |
|
13,756 |
|
8,745 |
|
| Mark-up
and lease finance charges |
|
38,355 |
|
43,835 |
|
| Gain
on sale of fixed assets |
|
(615) |
|
- |
|
|
--------- |
--------- |
--------- |
|
|
|
96,786 |
|
(10,874) |
|
| Changes
in operating assets and liabilities |
|
|
|
|
|
| (Increase)/Decrease
in stores, spares & loose tools |
|
(704) |
|
393 |
|
| Decrease
in Stock in trade |
|
163,881 |
|
150,787 |
|
| Decrease
in Trade debtors |
|
32,985 |
|
28,029 |
|
| (Increase)/Decrease
in Advances, deposits & prepayments |
(43,931) |
|
47,194 |
|
| Increase/(Decrease)
in Bills payable |
|
140,339 |
|
(210,782) |
|
| (Decrease)
in Trade creditors |
|
(21,630) |
|
(18,268) |
|
|
--------- |
--------- |
--------- |
|
|
|
270,940 |
|
(2,647) |
|
|
|
|
|
|
|
--------- |
--------- |
--------- |
|
|
|
367,726 |
|
(13,521) |
|
|
|
|
|
| Interest
paid |
|
(48,447) |
|
(38,964) |
|
| Income
tax paid |
|
(16,729) |
|
(12,927) |
|
|
--------- |
--------- |
--------- |
|
|
|
(65,176) |
|
(51,891) |
|
|
|
|
|
|
|
|
--------- |
--------- |
--------- |
|
| Net
cash flows from operating activities |
|
302,550 |
|
(65,412) |
|
|
|
|
|
| CASH
FLOWS FROM INVESTING ACTIVITIES |
|
|
|
| Capital
expenditure |
|
(5,878) |
|
(432) |
|
| Payment
of dividend |
|
- |
|
(74) |
|
| Sales
proceed of fixed assets |
|
628 |
|
- |
|
|
--------- |
--------- |
--------- |
|
| Net
cash flows from investing activities |
|
(5,250) |
|
(506) |
|
|
|
|
|
| CASH
FLOWS FROM FINANCING ACTIVITIES |
|
|
|
| Payment
of finance lease liability |
|
(5,753) |
|
(5,462) |
|
|
--------- |
--------- |
--------- |
|
| Net
cash flow from financing activities |
|
(5,753) |
|
(5,462) |
|
| Net
increase in cash and bank balances and finance |
|
|
|
|
|
|
|
--------- |
--------- |
--------- |
|
| under
mark-up arrangements |
|
291,547 |
|
'(71,380) |
|
| Cash
and bank balances and finance under mark-up |
|
|
|
| arrangements
at beginning of the period |
|
(309,423) |
|
(238,043) |
|
| Cash
and bank balances and finance under |
|
--------- |
--------- |
--------- |
|
| mark-up
arrangements at end of the period |
|
|
(17,876) |
|
(309,423) |
|
|
|
|
