| Pakistan Cables Limited |
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(Annual Report 1995-96) |
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CONTENTS |
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| Company
Information |
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2 |
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| Notice
of Meeting |
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3 |
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| Highlights |
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4 |
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| Ten-Year
Review |
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5 |
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| Chairman's
Review |
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6 |
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| Report
of the Directors |
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8 |
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| Pattern
of Shareholdings |
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9 |
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| Graphic
Illustrations |
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10 |
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| Auditors'
Report to the Members |
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11 |
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| Balance
Sheet |
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12 |
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| Profit
and Loss Account |
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14 |
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| Cash
Flow Statement |
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15 |
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| Notes
to and Forming Part of the Accounts |
16 |
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COMPANY INFORMATION |
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| BOARD
OF DIRECTORS |
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| Amir
Sultan Chinoy (Chairman) |
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| Mohammad
Hanif Adamjee |
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| Mustapha
A. Chinoy |
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| Razi-ur-Rahman
Khan |
|
| Sadruddin
I. Saleh |
|
| Haroun
Rashid |
|
| S.
Gulrez Yazdani |
|
| Towfiq
H. Chinoy |
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| Shahpur
Channah |
|
| Kamal
A. Chinoy (Chief Executive) |
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| COMPANY
SECRETARY |
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| Aslam
Sadruddin |
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| AUDITORS |
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| A.F.
Ferguson & Co, |
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| Chartered
Accountants |
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| LEGAL
ADVISERS |
|
| Orr.
Dignam & Co, |
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| BANKERS |
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| ANZ
Grindlays Bank |
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| Bank
of America N.T. & S.A. |
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| Banque
Indosuez |
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| Deutsche
Bank |
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| Muslim
Commercial Bank Limited |
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| Oman
International Bank |
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| Societe
Generale, The French and International Bank |
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| Standard
Chartered Bank |
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| Registered
Office, Factory and Marketing Office |
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| B/21
Sindh Industrial Trading Estates |
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| Manghopir
Road, P.O. Box 5050 Karachi-75700 |
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| Telephone
Nos: 2561170-5, Telex: 29132 PCL PK, Fax: 92-21-2564614 |
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| Regional
Office |
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| Lahore |
|
Co-operative Insurance
Building, Shahra-e-Quaid-e-Azam |
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|
Telephone Nos: 7355783,
7120790 - 91, 353520, Fax: 7355480 |
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| Branch
Offices |
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|
| Multan |
|
Shershah Road, Telephone
No, 33132, |
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|
| Rawalpindi |
|
445-A, Adamjee Street,
Telephone No, 568895, Fax: 051-512797 |
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|
NOTICE OF ANNUAL GENERAL
MEETING |
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| NOTICE
IS HEREBY GIVEN THAT the Forty-third Annual General Meeting of the
shareholders |
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| of
Pakistan Cables Limited will be held on Monday the 4th November, 1996 at
11,00 a.m. |
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| at
the Council Hall of the Overseas Investors Chamber of Commerce and Industry,
Chamber |
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| of
Commerce Building, Talpur Road, Karachi, to transact the following business: |
|
|
| Ordinary
Business |
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| 1.
To receive and consider the Statement of Accounts for the 18 months period
ended |
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| June 30, 1996 together with the Reports of
the Directors and Auditors thereon. |
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|
|
| 2.
To approve the payment of Dividend as recommended by the Directors, (The
Directors |
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| have recommended a final dividend of 32.5%
in addition for an interim dividend |
|
| of 15% which has already been paid to the
shareholders). |
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|
|
| 3.
To approve the Auditors' remuneration for January 1995 - June 1996, to
appoint |
|
| Auditors
for the ensuing year, and to fix their remuneration, (Messrs, A. F. Ferguson |
|
| &
Co, Chartered Accountants, retire, and being eligible, have offered
themselves |
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| for
re-appointment). |
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|
|
| 4.
To transact any other business which may legally be transacted of an Annual
General |
|
| Meeting. |
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| NOTES: |
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| The
Shares Transfer Books of the Company will remain closed from 22nd October, |
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| 1996
to 4th November, 1996, (both days inclusive) No transfer will be accepted |
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| for
registration during this period. |
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| A
member entitled to attend and vote at this Meeting is entitled to appoint a |
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| proxy
to attend and vote instead of him. A proxy need not be a member of the |
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| Company. |
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| The
instrument appointing the proxy and the Power of Attorney or other authority |
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| under
which it is signed, or a notarially certified copy thereof, must be lodged |
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| at
the Company's Registered Office not later than 48 hours before the time of |
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| the
Meeting. |
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|
| HIGHLIGHTS |
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|
Eighteen |
|
|
months |
Year |
|
|
ended |
ended |
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|
June |
December |
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|
30, 1996 |
31, 1994 |
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|
Rs. Million |
Rs. Million |
|
|
| Sales |
|
964.65 |
438.24 |
|
| Profit
after tax |
|
19.73 |
9.16 |
|
| Dividend |
|
14.83 |
8.58 |
|
| Net
asssets employed |
|
159.62 |
128.85 |
|
| Shareholders'
fund |
|
112.04 |
107.14 |
|
| Net
earning per share |
Rs. |
6.32 |
2.93 |
|
| Net
earning per rupee sales Rs. |
0.02 |
0.02 |
|
|
|
|
|
|
TEN-YEAR REVIEW |
|
|
|
|
* 1995-96 |
1994 |
1993 |
1992 |
1991 |
1990 |
1989 |
1988 |
1987 |
1986 |
|
|
|
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
|
|
|
Million |
Million |
Million |
Million |
Million |
Million |
Million |
Million |
Million |
Million |
|
|
|
|
|
| Sales |
|
964.65 |
438.24 |
380.36 |
302.15 |
346,808 |
360,201 |
320,656 |
197,001 |
196,389 |
142,122 |
|
| Profit
after tax |
|
19.73 |
9,157 |
7,868 |
4,173 |
8,331 |
16,557 |
14,197 |
9,443 |
17,073 |
10,962 |
|
| Dividend |
|
14.83 |
8,585 |
7,805 |
2,178 |
8,580 |
8,580 |
7,920 |
3,960 |
6.60 |
6.60 |
|
| Bonus
Issue |
|
- |
_ |
_ |
2,178 |
2.640 |
_ |
_ |
_ |
_ |
_ |
|
|
|
|
| Capital
expenditure |
|
64.76 |
3,145 |
741 |
1.14 |
1,376 |
2,096 |
17,214 |
70,270 |
6,298 |
12,308 |
|
| Fixed
assets at cost |
|
244.13 |
179,055 |
175,979 |
175,420 |
180,772 |
180.38 |
179.67 |
162,583 |
94.79 |
89,473 |
|
| Current
assets less |
|
| current
liabilities |
|
37.833 |
41,609 |
48.63 |
61.23 |
55,085 |
61,849 |
54.68 |
59,393 |
50,895 |
52,722 |
|
| Current
Assets: |
|
| Current
Liabilities |
|
1.1:1 |
1.2:1 |
1.3:1 |
1.4:1 |
1.4:1 |
1.4:1 |
1.5:1 |
1.7:1 |
1.8:1 |
2.5:1 |
|
|
|
|
|
| Shareholders'
funds |
|
| Issued
capital |
|
31.22 |
31.22 |
31.22 |
29,040 |
26.40 |
26,400 |
26,400 |
26,400 |
26,400 |
26,400 |
|
| Reserve
& retained |
|
| earnings |
|
80.82 |
75,919 |
75.35 |
77,462 |
78,107 |
78.36 |
70.38 |
64.10 |
58,619 |
48,146 |
|
| Total
Shareholders' fund |
|
112.04 |
107,137 |
106.57 |
106.50 |
104,507 |
104,756 |
96,779 |
90,502 |
85,019 |
74.55 |
|
| Long
term Loans & Liabilities |
47.58 |
21.71 |
37.57 |
47,105 |
55,413 |
67,563 |
76,712 |
82,006 |
21.32 |
26,684 |
|
| Net
Assets employed |
|
159.62 |
128,845 |
144,133 |
153,607 |
159,920 |
172,319 |
173,491 |
172,508 |
106,336 |
101.23 |
|
|
|
|
|
|
|
| Net
Earnings as percentage |
|
|
| of
net assets employed % |
|
12 |
7 |
5 |
3 |
5 |
10 |
8 |
5 |
16 |
11 |
|
| Earning
per rupee of sales Rs. |
0.02 |
2 |
2 |
1 |
2 |
0.05 |
0.04 |
0.05 |
0.09 |
8 |
|
| Earning
per share Rs. |
6.32 |
293 |
252 |
144 |
316 |
627 |
5.38 |
3.58 |
647 |
415 |
|
| Cash
Dividend per share Rs. |
4.75 |
275 |
250 |
75 |
325 |
3.25 |
300 |
150 |
250 |
250 |
|
| Bonus
Issue % |
- |
- |
- |
750 |
10.00 |
- |
- |
- |
- |
- |
|
| Cash
Dividend as a % of |
|
|
|
| shareholders
funds % |
|
13.20 |
8.00 |
7.30 |
2.00 |
8.20 |
8.20 |
82 |
44 |
78 |
89 |
|
| Break-up
value per share Rs. |
35.89 |
34.32 |
34.14 |
36.67 |
3,959 |
39.68 |
3,666 |
34.28 |
3,220 |
28.24 |
|
|
|
|
* Eighteen months ended
June 30, 1996 |
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|
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|
CHAIRMAN'S REVIEW |
|
|
|
|
| On
behalf of your Board of Directors, I am pleased to present you the report for
the 18 |
|
| months
period ended on 30th June, 1996, |
|
|
| BOARD
CHANGES |
|
|
| The
following directors were elected unopposed effective from May 17, 1996 in the |
|
| Extraordinary
General Meeting of the Company held on 5th May, 1996: |
|
|
| Mr.
Amir S. Chinoy |
|
Mr. Sadruddin I. Saleh |
|
| Mr.
M, Hanif Adamjee |
|
Mr. Haroun Rashid |
|
| Mr.
M Asadullah Sheikh |
|
Mr. Towfiq H. Chinoy |
|
| Mr.
Mustapha A. Chinoy |
|
Mr. Shahpur Channah |
|
| Mr.
S. Gulrez Yazdani |
|
Mr. Kamal A. Chinoy |
|
|
| Subsequently
on 15th September, 1996 Mr. M. Asadullah Sheikh, nominee director of National |
|
| Investment
Trust Limited (NIT) has been replaced by Mr. Razi-ur-Rahman Khan, the new |
|
| Managing
Director of NIT, as director of the Company. |
|
|
|
| The
Board wishes to place on record its appreciation of the contributions made by
the |
|
| outgoing
Director and takes great pleasure in welcoming the new Director. |
|
|
|
| CHANGE
OF ACCOUNTING PERIOD |
|
|
| Pursuant
to the amendment made in the Income Tax Ordinance 1979 by the Finance Act |
|
| 1995,
the Company changed its accounting year from calendar year to fiscal year.
Hence |
|
| this
year instead of closing the books on December 31, 1995, they were closed on
June |
|
| 30,
1996 as a result of which the present accounts are for a period of 18 months. |
|
|
| OPERATING
PERFORMANCE |
|
| The
period under review shows encouraging results in spite of the fact that one
has been |
|
| faced
with high inflation, a deteriorating Rupee, regular strikes, power breakdowns
and severe |
|
| competition,
Sales of Rs. 964.7 M for the 18 months ended June 30, 1996 is more than
double |
|
| of
1994 sales, Gross profit of Rs. 142.4 M for the 18 months is higher by 92%
over 1994, |
|
| Percentage
wise, there is a drop of 2.1% mainly due to the higher cost of imported raw |
|
| material
due to the deteriorating value of Pak rupee and the high metal prices during
the |
|
| period,
the whole of which could not be passed on to the customers. |
|
|
| Financial
charges of Rs. 31.7 M for the 18 months are higher by Rs. 19.4 M compared to |
|
| 12
months of 1994 mainly as a result of high receivables from KESC and WAPDA due
to |
|
| their
financial crisis. Financial charges has also increased due to the long term
loan obtained |
|
| for
the Copper Rod Plant. In spite of high financial charges, net profit after
tax is Rs. 19.7 |
|
| M
which is 115% higher than 12 months profit of 1994. |
|
|
|
| DIVIDEND |
|
| Your
directors recommend payment of final dividend of Rs. 3.25 per share (32.5%)
in addition |
|
| to
interim dividend of Rs. 1.50 (15%) per share already paid, This bring the
total dividend |
|
| for
the 18 months period at Rs. 4.75 per share (47,5%) compared with Rs. 2.75 per
share |
|
| (27.5%)
for the year ended December 31, 1994. |
|
|
|
|
| INDUSTRY
OVERVIEW |
|
|
| In
my review of 1994 accounts I had expressed my concern regarding the higher
incidence |
|
| of
excise duty and sales tax on cables amounting to over 25%, Unfortunately, the
rate of |
|
| sales
has been further increased from 15% to 18% bringing the total levy of excise
duty and |
|
| sales
tax to 29,8%. This is altogether too high and as mentioned earlier, it
encourages tax |
|
| evasion,
affecting Government revenue on the one hand and abbeting the supply |
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| of
substandard goods on the other. |
|
|
| The
Copper Rod Plant which has supplied by Outokumpu in Finland, commenced
production |
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| on
schedule in June 1996, By the grace of God, the plant has performed well so
far, in |
|
| that
the quality of the Copper Rod is excellent and the productivity of the plant
is most |
|
| encouraging,
The strategic and commercial benefits of this upstream investment should
benefit |
|
| us
in the coming year. |
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|
| FUTURE
PROSPECTS |
|
| We
are encouraged by the fact that we are carrying forward a healthy order book,
However, |
|
| a
degree of uncertainty is introduced as a result of the financial difficulties
being faced |
|
| by
WAPDA and KESC, We hope that as a result of privatization and imposition of
financial |
|
| discipline
the situation will correct itself soon. |
|
|
|
|
| The
Government needs to encourage industrial investment by lowering interest
rates, freeing |
|
| liquidity
for the commercial sector and providing reasonable protection to local
industry. This |
|
| in
turn will have a positive fallout on units like ours, which manufacture
infrastructural items, |
|
| The
deterioration of the Pak Rupee also needs to be maintained within reasonable
limits. |
|
|
| STAFF |
|
| Relationship
with employees at all levels remained warm and cordial. A new CBA was elected |
|
| by
the workers in late 1995. A two year agreement which is valid upto December
1997 was |
|
| amicably
negotiated with the CBA. On behalf of the Directors and employees of the
company, |
|
| I
express our gratitude to all our valued customers, distributors and banks for
their confidence |
|
| and
support. |
|
|
|
|
|
|
REPORT OF THE DIRECTORS |
|
|
|
| 1.
The Directors have pleasure in submitting their Report and Audited Accounts
for the 18 |
|
| months
period ended June 30, 1996. |
|
|
|
|
Rs. '000 |
|
|
|
|
|
| The
net profit after tax amounted to |
|
|
19,733 |
|
| To
this is added unappropriated profit |
|
|
| brought
forward from last year |
|
|
919 |
|
|
|
|
-------- |
|
|
|
|
20,652 |
|
|
|
|
========= |
|
|
|
|
| The
Directors recommend: |
|
|
|
|
|
|
| Payment
of final dividend at the rate |
|
|
| of
Rs. 3.25 per share (32.5%) |
|
|
10,146 |
|
|
|
|
| Interim
Dividend of Rs. 1.50 per share |
|
|
| (15%)
already paid |
|
|
4,683 |
|
|
| Transfer
to General Reserve |
|
5,000 |
|
| Leaving
unappropriated profit to be carried forward |
823 |
|
|
========= |
|
|
|
20,652 |
|
|
| 2.
The following directors were elected unopposed effective from May 17, 1996 in
the Extraordinary |
|
| General
Meeting of the Company held on 5th May, 1996: |
|
|
|
| Mr.
Amir S. Chinoy |
|
Mr. Sadruddin I. Saleh |
|
| Mr.
M. Hanif Adamjee |
|
Mr. Haroun Rashid |
|
| Mr.
M. Asadullah Sheikh |
|
Mr. Towfiq H. Chinoy |
|
| Mr.
Mustapha A. Chinoy |
|
Mr. Shahput Channah |
|
| Mr.
S. Gulrez Yazdani |
|
Mr. Kamal A. Chinoy |
|
|
|
| Subsequently
on 15th September, 1996 Mr. M. Asadullah Sheikh, nominee director of National |
|
| Investment
Trust Limited (NIT) has been replaced by Mr. Razi-ur-Rahman Khan, the new |
|
| Managing
Director of NIT, as director of the Company. |
|
|
|
| 3.
The Chairman's Review on page 6 covers significant activities of your
Company. |
|
|
| 4.
The pattern of shareholding is provided on page 9. |
|
|
| 5.
The present Auditors M/s. A.F. Ferguson & Co, retire and offer themselves
for re-appointment. |
|
|
|
|
|
|
PATTERN OF SHAREHOLDING
As AT JUNE 30, 1996 |
|
|
| No.
of Shareholders |
Shareholding |
|
Total Shares held |
|
|
| 357 |
|
1 |
to |
100 |
14,343 |
|
| 418 |
|
101 |
to |
500 |
101,408 |
|
| 109 |
|
501 |
to |
1,000 |
79,469 |
|
| 118 |
|
1,001 |
to |
5,000 |
249,242 |
|
| 10 |
|
5,001 |
to |
10,000 |
74,296 |
|
| 7 |
|
10,001 |
to |
15,000 |
87,323 |
|
| 2 |
|
15,001 |
to |
20,000 |
34,220 |
|
| 1 |
|
20,001 |
to |
25,000 |
21,500 |
|
| 2 |
|
25,001 |
to |
30,000 |
54,212 |
|
| - |
|
30,001 |
to |
40,000 |
- |
|
| 1 |
|
40,001 |
to |
45,000 |
44,343 |
|
| 1 |
|
45,001 |
to |
50,000 |
46,310 |
|
| - |
|
50,001 |
to |
85,000 |
- |
|
| 1 |
|
85,001 |
to |
90,000 |
85,815 |
|
| 1 |
|
90,001 |
to |
95,000 |
90,552 |
|
| - |
|
95,001 |
to |
105,000 |
- |
|
| 1 |
|
105,001 |
to |
110,000 |
109,869 |
|
| - |
|
110,001 |
to |
135,000 |
- |
|
| 1 |
|
135,001 |
to |
140,000 |
135,553 |
|
| - |
|
140,001 |
to |
200,000 |
- |
|
| I |
|
200,001 |
to |
205,000 |
201,379 |
|
| - |
|
205,001 |
to |
290,000 |
- |
|
| 1 |
|
290,001 |
to |
295,000 |
292,230 |
|
| - |
|
295,001 |
to |
365,000 |
- |
|
| 1 |
|
365,001 |
to |
370,000 |
369,609 |
|
| 1 |
|
370,001 |
to |
375,000 |
373,021 |
|
| - |
|
375,001 |
to |
655,000 |
- |
|
| 1 |
|
655,001 |
to |
660,000 |
657,106 |
|
| - |
|
660,001 |
to |
31,218,000 |
- |
|
| ------- |
|
------- |
|
| 1,035 |
|
3,121,800 |
|
| ------- |
|
------- |
|
|
|
| Category
of shareholders |
|
Number |
|
Shares held |
Percentage |
|
|
|
| Individuals |
|
1,005 |
|
1,896,123 |
6,074 |
|
| investment
Companies |
|
2 |
|
742,921 |
2,380 |
|
| insurance
Companies |
|
6 |
|
334,676 |
1,072 |
|
| Joint
Stock Companies |
|
12 |
|
45,186 |
145 |
|
| Financial
Institutions |
|
5 |
|
81,257 |
260 |
|
| Modaraba
Companies |
|
- |
|
- |
- |
|
| Others |
|
5 |
|
21,637 |
69 |
|
|
------- |
|
------- |
------- |
|
|
1,035 |
|
3,121,800 |
10,000 |
|
|
------- |
|
------- |
------- |
|
| OTHERS |
|
|
|
|
| Amina
Muslim Girls School Trust |
|
|
11,304 |
|
| Pakistan
Masonic Institution |
|
1,135 |
|
| The
Pakistan Memon Educational & Welfare Society |
|
8,460 |
|
| Government
of Pakistan, Corporate Law Authority |
|
1 |
|
| Administration
Abandoned Properties Organization |
|
737 |
|
|
------- |
|
|
|
21,637 |
|
|
|
======== |
|
|
|
|
|
|
|
|
|
|
AUDITORS' REPORT TO THE
MEMBERS |
|
|
|
| We
have audited the annexed balance sheet of Pakistan Cables Limited as at June
30, 1996 |
|
| and
the related profit and loss account and the 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 period was for the purposes 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 eighteen months period 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. |
|
|
|
|
|
BALANCE SHEET As AT JUNE
30, 1996 |
|
|
|
|
Note |
June |
December |
|
|
|
30, 1996 |
31, 1994 |
|
|
|
Rs.'000 |
Rs.'000 |
|
|
| SHARE
CAPITAL AND RESERVES |
|
| Authorised
share capital |
|
| 5,000,000
ordinary shares of Rs. 10 each |
|
50,000 |
50,000 |
|
|
|
========= |
========= |
|
| Issued,
subscribed and paid-up share capital |
|
|
| 3,121,800 (December 31, 1994: 3, 121,800) |
|
|
| ordinary shares of Rs. 10 each |
|
3 |
31,218 |
31,218 |
|
|
|
|
| Reserves |
|
4 |
80,000 |
75,000 |
|
| Unappropriated
profit |
|
|
823 |
919 |
|
|
|
---------- |
---------- |
|
|
|
|
112,041 |
107,137 |
|
|
|
|
|
|
| CUSTOMS
DEBENTURES |
|
5 |
1,970 |
- |
|
| LONG-TERM
LOANS |
|
6 |
28,000 |
5,180 |
|
|
|
|
| DEFERRED
LIABILITY |
|
|
|
| Staff retirement benefits |
|
|
17,612 |
16,528 |
|
|
|
|
|
| CURRENT
LIABILITIES AND PROVISIONS |
|
|
|
|
| Running
finances under mark-up |
|
|
|
|
| arrangements |
|
7 |
148,639 |
39,313 |
|
| Current
maturity of - redeemable capital |
|
- |
1,571 |
|
| long-term
loans |
|
|
7,000 |
15,290 |
|
| Creditors,
accrued expenses and other |
|
|
|
| liabilities |
|
8 |
199,665 |
161,614 |
|
| Workers'
profits participation fund |
|
9 |
1,875 |
1,588 |
|