| Shezan International Limited |
|
|
|
|
|
|
| (Annual
Report 1996) |
|
|
|
Contents |
|
|
| Company's
Profile |
|
|
|
4 |
|
| Notice
of Meeting |
|
|
|
5 |
|
| Consolidated
Financial Information |
|
|
6 |
|
| Consolidated
Balance Sheet |
|
|
|
7 |
|
| Consolidated
Profit and Loss Account |
|
|
8 |
|
| Director's
Report to the Shareholders |
|
|
9 |
|
| Five
Years Review at a Glance |
|
|
13 |
|
| Pattern
of Shareholding |
|
|
|
14 |
|
| Auditors'
Report to the Members |
|
|
15 |
|
| Balance
Sheet |
|
|
|
16 |
|
| Profit
and Loss Account |
|
|
|
17 |
|
| Statement
of Sources and Application of Funds |
|
18 |
|
| Notes
to the Accounts |
|
|
|
19 |
|
| Statement
U/S 237 of the Companies Ordinance, 1984 |
|
32 |
|
| Report
and Accounts of Hattar Fruit Products Limited |
|
34 |
|
|
|
|
Company's Profile |
|
| Board
of Directors |
|
| Mr.
Muneer Nawaz - Chairman |
|
| Mr.
Saifi Chaudhry - Chief Executive |
|
| Mrs.
Majeeda Begum |
|
| Mr.
Mahmood Nawaz |
|
| Mr.
C.M. Khalid |
|
| Mr. M. Naeem |
|
| Mrs.
Amtul Hal Khalid |
|
| Mr.
Muhammed Khalid |
|
| Mr.
Sk. Jahangir (Nominee N.I.T) |
|
|
| Executive
Director & Secretary |
|
| Mr.
Muhammed Khalid |
|
|
| Registered
Office/Head Office |
|
| Bund
Road, Lahore-54500 |
|
|
| Factories |
|
|
| Lahore |
|
| Bund
Road, Lahore. |
|
| Ph:
(042) 7466900 - 04 |
|
| Fax:
(047) 7466999 |
|
| Telex:
47275 SHEZN PK |
|
| Grams:
SHEZJUICE |
|
|
| Karachi |
|
| Federal
B. Industrial Area. |
|
| Ph:
(021) 6344722-23 |
|
| Fax:
(021) 6313790 |
|
| Telex:
23160 SHZAN PK |
|
|
| Auditors |
|
| Messrs.
Ford, Rhodes, Robson, Morrow |
|
| Chartered
Accountants |
|
| 1st
Floor, The Syed 11-Civic Centre |
|
| New
Garden Town - Lahore. |
|
|
| Legal
Advisors |
|
| Messrs,
Cornelius, Lane & Mufti |
|
| Nawa-i-Waqt
Building, |
|
| Sharae
Fatima Jinnah, Lahore. |
|
|
| Bankers |
|
| United
Bank Limited |
|
| Citibank
N.A. |
|
| Bank
of Khyber |
|
|
|
|
|
|
Notice of Meeting |
|
|
| Notice
is hereby given that the 33rd Annual General Meeting of the Company will be
held on Monday, 30th December, |
|
| 1996
at 10.30 hours at Hotel Avari, Shahrah-e-Quaid-e-Azam, Lahore to transact the
following business:- |
|
|
| 1.
To confirm the Minutes of Extra Ordinary General Meeting held on 29th June,
1996. |
|
|
|
|
| 2.
To receive and adopt the Director's and Auditor's Reports and Audited
Accounts for the year ended 30th June, |
|
| 1996. |
|
|
|
|
|
| 3.
To approve the dividend @ Rs. 4.25 per share as recommended by the Board of
Directors. |
|
|
|
|
| 4.
To appoint Auditors for the year 1996-97 and to fix their remuneration. The
present Auditors Messrs. FORD, |
|
| RHODES,
ROBSON, MORROW, Chartered Accountants being eligible, offer themselves for
re-appointment. |
|
|
|
|
| 5.
To transact any other business with the permission of the Chair. |
|
|
| Shares
Transfer Books of the Company will be closed from 29th December, 1996 to 08th
January, 1997 (both days |
|
| inclusive)
for determining entitlement of the dividend. |
|
|
|
|
By order of the Board |
|
|
| Lahore |
|
|
Muhammed Khalid |
|
| December
03, 1996. |
|
Executive Director |
|
|
| NOTES: |
|
|
| 1.
A member entitled to attend and vote at the General Meeting is entitled to
appoint a proxy to attend and vote |
|
| on
his/her behalf. Form of Proxies, in order to be valid, must be received at
the Registered Office of the |
|
| Company
not less than 48-hours before the Meeting. |
|
|
| 2.
Shareholders are requested to notify the change of address if any,
immediately. |
|
|
|
|
Consolidated Financial
Information |
|
|
Shezan International
Limited and its subsidiary, |
|
|
Hattar Fruit Products
Limited |
|
|
|
|
|
| GENERAL
INFORMATION SUBSIDIARIES |
|
|
|
| Name |
|
Hattar Fruit Products
Limited |
|
| Accounting
year end |
June 30 |
|
|
| Percentage
of holding |
100% |
|
| Nature
of business |
Manufacture and sale of
juices, beverages, pickles, pre- |
|
|
|
serves and flayoutings
based upon or derived from fresh |
|
|
|
fruits and vegetables. |
|
|
| Reserves
attributable to member of the parent dealt with |
|
| in
the financial statements of the parent: |
|
|
| In
the current year |
NIL |
|
| In
the previous years |
NIL |
|
|
| Reserves
attributable to members of the parent not |
|
| dealt
with in the financial statement of the parent: |
|
|
| In
the current year |
NIL |
|
| In
the previous years |
NIL |
|
|
| ASSOCIATE |
|
|
| Name
of the Associated Company |
Basis of Association |
|
|
NOT APPLICABLE |
|
|
| TRANSACTIONS
WITH SUBSIDIAIRIES/ASSOCIATED COMPANIES |
|
|
| Type
of Transaction |
Value during the period |
Basis of determination of
the transaction value |
|
|
|
(Rupees in thousands) |
|
|
| Purchases |
|
231,344 |
|
Standard sales policy. |
|
| Sales |
|
14,352 |
|
Cost to Shezan
International Limited. |
|
| Interest
earned |
Nil |
|
Average bank rate
available to |
|
|
|
|
|
Shezan International
Limited. |
|
|
| Subsidiaries/Associated
Companies Balances |
|
|
Year end |
Nature of |
Maximum balance at the
end of |
|
|
Balance |
Balance |
any month during the year |
|
|
|
|
|
|
|
| Hattar
Fruit Products Limited |
Nil |
Advance |
Nil |
|
|
| Details
of Group Banking Arrangements |
|
| (e.g.
Cross guarantee's charge on group assets to secure the debts) |
|
| NOT
APPLICABLE |
|
|
|
|
Consolidated Balance
Sheet as at June 30, 1996 |
|
|
Shezan International
Limited and its subsidiary, |
|
|
Hattar Fruit Products
Limited |
|
|
30-Jun-96 |
30-Jun-95 |
|
|
|
|
(Rupees in thousands) |
|
|
|
|
| TANGIBLE
FIXED ASSETS |
|
|
|
| Operating
fixed assets |
|
99,749 |
105,536 |
|
| Capital
work-in-progress |
|
716 |
1,060 |
|
|
|
|
|
|
100,465 |
106,596 |
|
| LONG
TERM INVESTMENT |
|
|
|
1,250 |
2,500 |
|
| LONG
TERM DEPOSITS |
|
1,126 |
661 |
|
|
---------- |
---------- |
|
|
|
102,841 |
109,757 |
|
| CURRENT
ASSETS |
|
|
|
| Stores and spares |
|
38,236 |
31,708 |
|
| Stock
in trade |
|
221,738 |
207,546 |
|
| Trade debts |
|
|
28,336 |
21,051 |
|
| Loans
and advances |
|
3,134 |
l8,671 |
|
| Advances,
deposits and prepayments |
|
4,727 |
3,925 |
|
| Accrued
interest |
|
- |
412 |
|
| Cash and bank balances |
|
|
12,198 |
48,865 |
|
|
|
|
|
---------- |
---------- |
|
|
|
|
308,369 |
332,178 |
|
| LESS:
CURRENT LIABILITIES |
|
|
|
| Short-term loans and running
finances |
|
26,651 |
28,215 |
|
| Current
maturity of long term loans |
|
6,625 |
8,651 |
|
| Current
liability of obligations under finance lease |
|
864 |
905 |
|
| Creditors,
accrued and other liabilities |
|
76,913 |
100,306 |
|
| Provision
for taxation |
|
9,257 |
22,376 |
|
| Dividends |
|
|
21,950 |
42,546 |
|
|
|
---------- |
---------- |
|
|
|
142,260 |
202,999 |
|
|
|
---------- |
---------- |
|
| WORKING CAPITAL |
|
166,109 |
129,179 |
|
|
---------- |
---------- |
|
| CAPITAL
EMPLOYED |
|
268,950 |
238,936 |
|
| LESS:
LONG TERM AND DEFERRED LIABILITIES |
|
| Long-term
loans |
|
7,500 |
14,974 |
|
| Deferred
taxation |
|
4,000 |
4,550 |
|
| Obligations
under finance lease |
|
3,598 |
191 |
|
|
|
---------- |
---------- |
|
|
|
15,098 |
19,715 |
|
|
---------- |
---------- |
|
|
253,852 |
219,221 |
|
| REPRESENTED
BY: |
|
| Issued,
subscribed and paid up capital |
|
50,000 |
50,000 |
|
| Reserves
attributable to Parent Company |
|
|
|
| Revenue
reserves |
|
145,000 |
88,500 |
|
| Retained earnings |
|
53,852 |
80,721 |
|
| Bonus
shares received |
|
5,000 |
- |
|
|
---------- |
---------- |
|
|
|
203,852 |
169,221 |
|
| Minority
interest |
|
- |
- |
|
|
---------- |
---------- |
|
|
|
253,852 |
219,221 |
|
|
|
|
Consolidated Profit and
Loss Account For the year ended June 30, 1996 |
|
|
Shezan International
Limited and its subsidiary, |
|
|
Hattar Fruit Products
Limited |
|
|
|
|
Year Ended |
Six Months Ended |
|
|
|
June 30, 1996 |
June 30, 1995 |
|
|
|
(Rupees in thousands) |
|
|
|
|
| Consolidated
sales |
|
|
724,795 |
430,496 |
|
| Net
Profit for the year |
|
|
| Shezan
International Limited |
|
|
40,547 |
44,659 |
|
| Hattar
Fruit Products Limited |
|
|
31,992 |
29,604 |
|
|
|
|
---------- |
---------- |
|
|
|
|
72,539 |
74,253 |
|
| Less:
Adjustment for unrealised profits and inter group dividends |
- |
- |
|
|
---------- |
---------- |
|
| Consolidated
profit before taxation |
|
72,539 |
74,253 |
|
| Provision
for taxation |
|
|
16,658 |
17,260 |
|
|
---------- |
---------- |
|
| Consolidated
profit after taxation |
|
55,881 |
56,993 |
|
| Less:
Minority interest |
|
- |
- |
|
|
|
---------- |
---------- |
|
| Net
profit attributed to Parent Company |
|
55,881 |
56,993 |
|
|
|
========== |
========== |
|
|
| STATEMENT
OF RETAINED EARNINGS |
|
|
| Retained
earnings brought forward |
|
80,721 |
49,728 |
|
|
| Net
profit for the year |
|
|
55,881 |
56,993 |
|
|
|
|
---------- |
---------- |
|
|
|
|
136,602 |
106,721 |
|
| Appropriations: |
|
|
| Transfer
to General Reserve |
|
56,500 |
8,500 |
|
| Proposed
dividend @ 42.50% (1995:35% (six months)) |
|
21,250 |
17,500 |
|
| Bonus shares |
|
|
5,000 |
-- |
|
|
---------- |
---------- |
|
|
|
|
82,750 |
26,000 |
|
|
|
|
---------- |
---------- |
|
| Retained
earnings carried forward |
|
53,852 |
80,721 |
|
|
========== |
========== |
|
|
|
Director's Report to the
Shareholders |
|
|
| It
gives us great pleasure to welcome you to the 33rd Annual General Meeting of
the Company. By the |
|
| Grace
of Allah we had satisfactory sales during this year of Rs. 682.248 million
compared with Rs. |
|
| 397.417
million for the half year ended 30th June, 1995. The level of sales shows the
confidence of the |
|
| consumers
in Shezan Products and also the quality of our products which has enabled us
to maintain this |
|
| level
of sales. Our profit before tax was Rs. 40.547 million compared with Rs.
44.649 million for the six |
|
| months
ended 30th June, 1995. Our shareholders would observe a drop in profit and we
have already |
|
| cautioned
every body about this in our previous report. The drop in profit is primarily
due to severe |
|
| competition
in the market, inflationary pressures, reduced purchasing power of the
consumers which in |
|
| turn
resulted in drop in the sales especially after the budget of June, 1996.
Because of the slowdown in |
|
| sales
we are unable to pass on the increased cost to the consumers; however under
the circumstances we |
|
| feel
that the company has done well. Due to the lowering of tariff barriers
imported consumer goods are |
|
| available
all over the country in large quantities and this also effects our margins. |
|
|
| The
management is aware of these changes in the market conditions and is prepared
to meet the chal- |
|
| lenges
in the years ahead of stiff competition on account of imports and additional
production capacity |
|
| within
the country. |
|
|
| FINANCIAL
RESULTS |
|
|
| As
you will observe from Balance Sheet and Profit and Loss Account our financial
results are as under: |
|
|
|
|
(Rupees in
"000") |
|
|
| Profit
Before Taxation |
|
40,547 |
|
| Provision
for Taxation |
|
14,450 |
|
|
|
|
--------- |
|
|
|
|
26,097 |
|
| Unappropriated
Profit Brought Forward |
|
5,189 |
|
|
|
|
--------- |
|
| Available
for Appropriation |
|
31,286 |
|
|
| Appropriations: |
|
|
| Proposed
dividends @ 42.50% (1995: 35% (six months)) |
|
21,250 |
|
| Transfer
to General Reserve |
|
|
6,500 |
|
|
|
|
|
|
--------- |
|
|
|
|
27,750 |
|
|
|
|
--------- |
|
| Unappropriated
profit carried forward |
|
|
3,536 |
|
|
========== |
|
|
|
| DIVIDEND |
|
| Keeping
in view the satisfactory financial results and our desire to give a good
return to the shareholders |
|
| the
Directors have pleasure in proposing a cash Dividend of 42.50% i.e. Rs. 4.25
per share for the year |
|
| ended
30th June, 1996. We pray and hope that we are able to maintain this
performance in the future. |
|
|
|
|
| FUTURE
PROSPECTS |
|
| Your
Directors feel that the fruit and vegetable industry is going |
|
| through
a crisis and the Government should come out with a package |
|
| of
incentives for this industry. This industry has a direct positive |
|
| affect
on the rural economy as we buy in large quantity the produce |
|
| from
the farmers. |
|
|
| In
the field of fiscal support we feel that in order to encourage the |
|
| fruit
based drinks there should be a sales tax differential between |
|
| fruit
based drinks and synthetic drinks. In the previous budget the |
|
| sales
tax has been increased from .10% to 18% which is very |
|
| substantial
increase and this has resulted in additional burden on |
|
| the
company as we have not been able to pass on the full increase to |
|
| the
consumers. |
|
|
|
|
| After
the budget of June, 1996 there has been a substantial fall in the |
|
| sales
of consumer products including the products of your company |
|
| and
if this trend of falling sales is not reversed in the coming months |
|
| we
anticipate a reduction in sales and profits. We are making efforts |
|
| to
increase sales in the remaining months. We continue to make our |
|
| humble
contribution to the National Exchequer by contributing Rs. |
|
| 36.355
million in the shape of Excise Duty and Rs. 34.185 million in |
|
| Sales
Tax for the year ended 30th June, 1996. |
|
|
| DIRECTORS |
|
| Election
of Directors was held in an Extra Ordinary General Meeting and one new
Director Mr. SK. |
|
| Jahangir,
nominated by National Bank of Pakistan, Trustees Department was elected. We
welcome him |
|
| on
the Board and it is hoped that the Company will benefit from his valuable
experience. |
|
|
| AUDITORS |
|
| The
present Auditors Messrs. Ford, Rhodes, Robson, Morrow, Chartered Accountants
have conveyed |
|
| their
willingness to be appointed in the ensuing year. |
|
|
| LABOUR
& MANAGEMENT RELATIONS |
|
| During
the year under review, the labour and manage- |
|
| ment
relations remained cordial. Your Directors place on |
|
| record
their appreciation for the loyalty and devotion to |
|
| duty
of the officers and workers of all categories. |
|
|
|
|
On behalf of the
Directors |
|
|
| Lahore |
|
Muneer Nawaz |
|
| December
03, 1996 |
Chairman |
|
|
|
|
|
|
|
|
Five Years Review At a
Glance |
|
|
|
|
|
(Rupees in thousands) |
|
|
|
|
|
|
Year |
Year |
Year |
Year |
Year |
|
|
|
|
1992 |
1993 |
1994 |
1995 |
1996 |
|
|
|
|
(Six months) |
|
|
|
|
|
|
|
|
| Income |
|
|
|
|
|
|
|
| Sales |
|
406,028 |
466,798 |
548,163 |
397,417 |
682,248 |
|
| Others |
|
6,803 |
9,523 |
4,308 |
1,336 |
3,911 |
|
|
|
---------- |
---------- |
---------- |
---------- |
---------- |
|
|
|
412,831 |
476,321 |
552,471 |
398,753 |
686,159 |
|
|
|
|
========= |
========= |
========= |
========= |
========= |
|
|
|
|
| Expenditures |
|
|
|
| Cost
of Sales |
|
282,638 |
329,490 |
400,925 |
~288,154 |
524,704 |
|
| Administrative, |
|
|
| Selling
and General |
|
70,071 |
73,709 |
79,487 |
53,516 |
99,956 |
|
| Financial |
|
3,955 |
6,312 |
4,887 |
1,860 |
3,452 |
|
| Others |
|
15,260 |
17,787 |
16,509 |
10,575 |
17,500 |
|
|
|
---------- |
---------- |
---------- |
---------- |
---------- |
|
|
|
371,924 |
427,298 |
501,808 |
354,105 |
645,612 |
|
|
|
---------- |
---------- |
---------- |
---------- |
---------- |
|
| Profit
before taxation |
|
40,907 |
49,023 |
50,663 |
44,648 |
40,547 |
|
| Taxation |
|
18,100 |
19,500 |
17,707 |
16,500 |
14,430 |
|
|
|
|
| Profit
after taxation |
|
22,807 |
29,523 |
32,956 |
28,148 |
26,097 |
|
|
|
========== |
========== |
========== |
========== |
========== |
|
| Paid
up Capital |
|
|
| Ordinary
Shares of Rs. 10 |
|
|
| each
(thousands shares) |
|
5,000 |
5,000 |
5,000 |
5,000 |
5,000 |
|
|
|
========== |
========== |
========== |
========== |
========== |
|
| Reserves
& Unappropriated |
|
|
| Profits |
|
70,560 |
75,083 |
83,039 |
93,689 |
98,536 |
|
| Shareholders
Equity |
|
120,560 |
125,083 |
133,039 |
143,689 |
148,536 |
|
| Break
Up value per share |
|
25.02 |
25.92 |
27.51 |
29.64 |
30.51 |
|
| Earnings
Per Share (Rs.) |
|
4.60 |
5.90 |
6.60 |
5.63 |
5.22 |
|
| Cash
Distribution per share |
4.00 |
5.00 |
5.00 |
3.50 |
4.25 |
|
|
|
|
Pattern of Shareholding |
|
|
As on June 30, 1996 |
|
|
|
|
Shareholding |
|
|
|
| No.
of Shareholders |
From |
To |
Total Shares Held |
|
|
|
| 62 |
|
1 |
100 |
6200 |
|
| 154 |
|
101 |
500 |
64200 |
|
| 41 |
|
501 |
1000 |
37000 |
|
| 47 |
|
1001 |
5000 |
113200 |
|
| 5 |
|
5001 |
10000 |
33400 |
|
| 2 |
|
10001 |
15000 |
26450 |
|
| 1 |
|
15001 |
20000 |
17000 |
|
| 2 |
|
20001 |
25000 |
43705 |
|
| 3 |
|
25001 |
30000 |
82725 |
|
| 3 |
|
30001 |
35000 |
103880 |
|
| 1 |
|
50001 |
55000 |
54925 |
|
| 1 |
|
55001 |
60000 |
55530 |
|
| 3 |
|
70001 |
75000 |
220805 |
|
| 1 |
|
75001 |
80000 |
76000 |
|
| 2 |
|
90001 |
95000 |
185700 |
|
| 1 |
|
95001 |
100000 |
99600 |
|
| 1 |
|
100001 |
105000 |
102200 |
|
| 1 |
|
105001 |
110000 |
109625 |
|
| 1 |
|
160001 |
165000 |
162635 |
|
| 3 |
|
210001 |
215000 |
633730 |
|
| 1 |
|
345001 |
350000 |
349765 |
|
| 1 |
|
460001 |
465000 |
460755 |
|
| 1 |
|
10960001 |
1965000 |
1960970 |
|
|
|
---------- |
|
---------- |
|
|
|
338 |
|
5000000 |
|
|
|
========== |
|
========== |
|
|
|
|
|
|
|
| The
Slabs representing NIL holding have been omitted. |
|
|
| Categories
of Shareholders |
|
Number |
Shares Held |
Percentage |
|
|
|
|
|
| Individuals |
|
326 |
2715105 |
54.30 |
|
| Joint
Stock Companies |
|
2 |
27725 |
0.56 |
|
| Investment
Companies |
|
3 |
35100 |
0.71 |
|
