|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Wazir
Ali Industries Ltd. |
|
|
(Annual Report 1996) |
|
|
| BOARD
OF DIRECTORS |
|
|
| SYED
WAJID ALl |
Chairman |
|
| SYED
ASAD ALl |
Managing Director |
|
| SYED
YAWAR ALl |
|
| SYED
TARIQ ALl |
|
| SHAMSHAD
AHMAD |
|
| BEHRAM
HASAN |
|
| MUSHTAQ
H. KHWAJA |
|
|
| SECRETARY |
|
| A.
JABBAR GHORI |
|
|
| AUDITORS |
|
| TASEER
HADI KHALID & Co, |
|
| CHARTERED
ACCOUNTANTS |
|
| KARACHI |
|
|
|
| BANKERS |
|
| MUSLIM
COMMERCIAL BANK LIMITED |
|
| NATIONAL
DEVELOPMENT FINANCE CORPORATION |
|
| CITI
BANK N. A. |
|
|
| REGISTERED
OFFICE |
|
| KANDAWALA
BUILDING |
|
| M.
A. JINNAH ROAD |
|
| KARACHI |
|
|
| FACTORIES |
|
| HALl ROAD |
|
| HYDERABAD |
|
|
|
|
TABLE OF CONTENTS |
|
|
|
| NOTICE
OF MEETING |
3 |
|
| DIRECTORS'
REPORT |
|
|
|
| TO
THE SHAREHOLDERS |
5 |
|
|
|
| PATTERN OF |
|
| SHAREHOLDING |
6 |
|
|
| AUDITORS'
REPORT |
|
| TO
THE MEMBERS |
7 |
|
|
| BALANCE
SHEET |
8 |
|
|
| PROFIT
& LOSS ACCOUNT |
10 |
|
|
| STATEMENT
OF CHANGES |
|
| IN
FINANCIAL POSITION |
11 |
|
|
| NOTES
TO THE ACCOUNTS |
13 |
|
|
|
|
|
NOTICE OF MEETING |
|
|
| NOTICE
IS HEREBY GIVEN that the 44th Annual General Meeting of the shareholders of
Wazir Ali |
|
| Industries
Limited, will be held on Monday, the 23 December 1996, at 2.00 P.M. at Hotel
Holiday Inn, |
|
| Crown
Plaza, Shahra-e-Faisal, Karachi to transact the following business: |
|
|
| 1.
To confirm the minutes of the last Annual General Meeting of the Company held
on 20th |
|
| December
1995. |
|
|
| 2.
To receive and adopt the Audited Balance Sheet and Profit and Loss Account of
the Company for |
|
| the
year ended June 30, 1996 together with the Directors' and Auditors' reports
thereon. |
|
|
| 3.
To appoint Auditors for the year ending 30th June 1997 and fix their
remuneration. |
|
|
| 4.
To transact any other business with the permission of the Chair. |
|
|
| Notes: |
|
|
| (i)
The Share Transfer Books of the Company will remain closed from 16th December
1996 to 23rd |
|
| December
1996 (both days inclusive). |
|
|
| (ii)
A member entitled to attend and vote at Annual General Meeting is entitled to
appoint another |
|
| member
as proxy to attend and vote instead of him. The instrument appointing proxy
must be |
|
| received
at the Registered Office of the Company not less than forty-eight hours
before. the time |
|
| of
the meeting. |
|
|
|
| (iii)
Members are requested not to bring children along with them as the children
will not be admitted |
|
| into
the Meeting Hall. |
|
|
|
| (iv)
Members are requested to notify the change in their addresses, if any,
immediately. |
|
|
|
|
| DIRECTORS'
REPORT TO SHAREHOLDERS |
|
|
|
| Dear
Shareholders, |
|
|
| Your
directors are pleased to present you their report and audited accounts of the
Company for the year ended on |
|
| 30th
June 1996. |
|
|
| The
year under review was not too conducive to business conditions characterizing
our country which are unfavorably |
|
| affecting
consumers and industries which resulted in a downward trend in the edible oil
industries. |
|
|
| SALES |
|
| Sales
during the year 1996 decreased in volume. The consumers purchasing power came
under severe pressure |
|
| which
resulted in consumers switching to the cheaper brands of ghee. Moreover the
subsidised GCP ghee sold |
|
| through
the Utility Stores Corporation created distortion in the market. |
|
|
| The
law and order situation in Karachi prevailed which disturbed the normal
distribution of the product in the various |
|
| localities
of the city, besides the distributors of the Company remained scared due to
their vans looted on gun point |
|
| which
affected adversely the availability of the products in the affected areas. |
|
|
| GROSS
PROFIT |
|
| The
gross profit of the Company in 1996 decreased to 8.19% from 9.42% in 1995,
owing to increase in the cost of |
|
| production
particularly the packing material cost, fuel and power cost which have
increased 35°/; and 30% respectively |
|
| and
the selling price of the products remained unchanged. |
|
|
| Administrative
expenses increased 18.51% the financial expenses also increased on banking
short term financial |
|
| facility
in order to meet the cash requirements of the company. |
|
|
| The
company has been engaged in reorganizing various departments with particular
emphasis on restructuring |
|
| marketing
and sales department. This is expected to result in improvement in sales and
resultant profitability. |
|
|
| The
company has started a cost-control exercise to rationalize and reduce its
expenses. This alongwith improvement |
|
| in
the selling prices will improve the performance of the company. |
|
|
| The
relations with the management and unionized staff remained cordial during the
year. The directors place on record |
|
| their
sincere effort and the good work done by the workers, staff and officers. |
|
|
| APPOINTMENT
OF AUDITORS |
|
| You
are requested to appoint auditors for the year ending June 30, 1997 and fix
their remuneration. The retiring |
|
| auditors
M/s. Taseer Hadi Khalid & Company, Chartered Accountants have offered
themselves for re-appointment. |
|
|
| FINANCIAL
RESULTS |
|
Rs. in '000' |
|
|
| Loss
for the year before Taxation |
|
10,789 |
|
| Provision
for Taxation - Current |
|
5,234 |
|
|
---------- |
|
| Accumulated
Loss brought forward |
|
16,023 |
|
| Accumulated
Loss carried forward |
|
111,249 |
|
|
|
---------- |
|
|
|
127,272 |
|
|
========== |
|
| The
Statement of Pattern of Shareholding has been given on page No. 6. |
|
|
|
|
|
PATTERN OF SHARE HOLDINGS
AS AT JUNE 30, 1996. |
|
|
| NUMBER OF |
|
|
TOTAL |
|
| SHAREHOLDERS |
SHARE-HOLDING |
|
SHARES HELD |
PERCENTAGE |
|
|
| 2468 |
From |
1 |
To |
100 |
39868 |
1.53 |
|
| 380 |
From |
101 |
To |
500 |
86635 |
3.33 |
|
| 90 |
From |
501 |
To |
1000 |
61517 |
2.37 |
|
| 67 |
From |
1001 |
To |
5000 |
140730 |
5.42 |
|
| 11 |
From |
5001 |
To |
10000 |
72859 |
2.80 |
|
| 10 |
From |
10001 |
To |
20000 |
118954 |
4.58 |
|
| 1 |
From |
20001 |
To |
30000 |
21375 |
0.82 |
|
| 4 |
From |
30001 |
To |
40000 |
147262 |
5.67 |
|
| 0 |
From |
40001 |
To |
50000 |
0 |
0.00 |
|
| 6 |
From |
50001 |
To |
100000 |
340306 |
13.09 |
|
| 1 |
From |
100001 |
To |
200000 |
100432 |
3.86 |
|
| 3 |
From |
200001 |
To |
500000 |
879762 |
33.85 |
|
| 1 |
From |
500001 |
To |
1000000 |
589050 |
22.67 |
|
| ---------- |
|
---------- |
---------- |
|
| 3042 |
|
2598750 |
100 |
|
| ========== |
|
========== |
========== |
|
|
|
|
|
| CATEGORIES
OF SHAREHOLDERS |
|
NUMBERS |
SHARES |
PERCENTAGE |
|
|
|
| 1.
Individuals (General Public) |
|
3014 |
921930 |
35.48 |
|
| 2.
Investment Companies |
|
3 |
378560 |
14.57 |
|
| 3.
Insurance Companies |
|
4 |
327238 |
12.59 |
|
| 4.
Joint Stock Companies |
|
1 |
589050 |
22.67 |
|
| 5.
Financial Institutions |
|
8 |
307153 |
11.82 |
|
| 6.
Corporate Law Authority |
|
1 |
1 |
- |
|
| 7.
Abandoned Properties Organisation |
|
1 |
3198 |
0.12 |
|
| 8.
Bibojee Services Limited |
|
1 |
234 |
0.01 |
|
| 9.
Babar Ali Foundation |
|
1 |
2400 |
0.09 |
|
| 10.
S.M. Ishaq Holding Limited |
|
1 |
42 |
- |
|
| 11.
Adamjee Sons Limited |
|
1 |
62 |
- |
|
| 12.
Amin Estates Limited |
|
1 |
475 |
0.02 |
|
| 13.
Sind Engineering Limited |
|
1 |
65992 |
2.54 |
|
| 14.
Mutual Trading Company Limited |
|
1 |
526 |
0.02 |
|
| 15.
National Indtl. Coop. Fin. Corpn Ltd. |
1 |
1775 |
0.07 |
|
| 16.
N.H. Holding Limited |
|
1 |
101 |
- |
|
| 17.
Sarfraz Mahmood (Pvt) Ltd. |
|
1 |
13 |
- |
|
|
---------- |
---------- |
---------- |
|
|
|
3042 |
2598750 |
100.00 |
|
|
|
========== |
========== |
========== |
|
|
|
|
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
|
|
| We
have audited the annexed balance sheet of Wazir Ali Industries 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 year 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 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 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 respectively give a true and fair view of
the state |
|
| of
the company's affairs as at 30 June 1996 and of the loss and the changes in
financial position |
|
| for
the year then ended; and |
|
|
|
| (d)
in our opinion, no Zakat was deductible at source under the Zakat and Ushr
Ordinance, 1980. |
|
|
|
|
BALANCE SHEET |
|
|
|
|
|
Note |
(Rupees in '000) |
|
|
|
|
1996 |
1995 |
|
|
|
|
| SHARE
CAPITAL & RESERVES |
|
|
|
|
|
|
| Share
Capital |
|
|
|
| Authorised |
|
|
|
| 8,000,000
ordinary shares of |
|
|
| Rs. 10 each |
|
|
80,000 |
80,000 |
|
|
|
========== |
========== |
|
| Issued, subscribed and paid-up |
|
3 |
25,987 |
25,987 |
|
|
|
|
| RESERVES |
|
|
|
| Revenue
reserves |
|
|
|
66,O67 |
66,067 |
|
| Accumulated
loss |
|
|
|
(111,249) |
(127,272) |
|
|
|
|
|
---------- |
---------- |
|
|
|
|
|
(61,205) |
(45,182) |
|
|
|
|
|
---------- |
---------- |
|
|
|
|
|
(35,218) |
(19,195) |
|
|
|
|
|
| SURPLUS
ON REVALUATION |
|
|
|
| OF
FIXED ASSETS |
|
|
4 |
38,7O8 |
38,708 |
|
| LIABILITY
AGAINST ASSETS |
|
|
|
|
| SUBJECT
TO FINANCE LEASE |
|
|
5 |
- |
25O |
|
|
|
|
|
|
|
|
|
|
|
| CURRENT
LIABILITIES |
|
|
|
|
|
|
| Shod
term bank financing - Secured |
|
|
173,411 |
149,829 |
|
| Current
maturity of Liability against |
|
|
|
| assets
subject to finance lease |
|
|
249 |
316 |
|
| Creditors,
accrued expenses and |
|
|
| other
liabilities |
|
|
|
129,005 |
99,885 |
|
| Provision
for taxation |
|
|
|
5,234 |
5,518 |
|
| Unclaimed
dividend |
|
|
|
529 |
530 |
|
|
|
|
---------- |
---------- |
|
|
|
|
|
308,428 |
256,078 |
|
|
|
|
|
| CONTINGENCIES
AND COMMITMENTS |
|
9 |
|
|
|
|
|
---------- |
---------- |
|
|
|
|
|
311,918 |
275,841 |
|
|
| These
accounts should be read in conjunction with the attached notes. |
|
|
|
| AS
AT 30 JUNE 1996 |
|
|
| FIXED
CAPITAL EXPENDITURE |
|
|
| Tangible
fixed assets - at |
|
| cost/valuation
less accumulated depreciation |
10 |
43,828 |
45,527 |
|
| Capital
work in progress |
|
11 |
2,O27 |
658 |
|
| Intangible
trade marks |
|
1 |
1 |
|
|
---------- |
---------- |
|
|
45,856 |
46,186 |
|
|
|
|
| DEFERRED
COST |
|
12 |
7,832 |
18,425 |
|
|
|
|
| LONG
TERM DEPOSITS AND LOANS |
|
13 |
166 |
265 |
|
| CURRENT
ASSETS |
|
|
|
|
| Stores
and spares |
|
14 |
5,651 |
5,598 |
|
| Stock
in trade |
|
15 |
93,318 |
74,430 |
|
| Goods
in transit |
|
|
97,390 |
71,427 |
|
| Trade
debts - Unsecured |
|
|
|
|
| considered
good |
|
16 |
27,259 |
18,446 |
|
| Loans,
advances, deposits, |
|
|
|
|
| prepayments
and other |
|
|
|
|
|
| receivables |
|
17 |
31,851 |
38,883 |
|
| Cash
and bank balances |
|
18 |
2,595 |
2,181 |
|
|
|
|
---------- |
---------- |
|
|
|
258,O64 |
210,965 |
|
|
|
|
---------- |
---------- |
|
|
|
|
311,918 |
275,841 |
|
|
|
========== |
========== |
|
|
|
|
|
|
PROFIT AND LOSS ACCOUNT |
|
|
FOR THE YEAR ENDED 30
JUNE 1996 |
|
|
|
Note |
(Rupees in '000) |
|
|
|
1996 |
1995 |
|
|
| SALES - Net |
|
19 |
1,036,465 |
1,095,019 |
|
| COST
OF GOODS SOLD |
|
2O |
951,566 |
991,839 |
|
|
---------- |
---------- |
|
| GROSS
PROFIT |
|
84,899 |
103,180 |
|
|
| EXPENSES: |
|
| Administrative |
|
21 |
25,216 |
21,277 |
|
| Selling
and distribution |
|
22 |
50,363 |
49,533 |
|
| Financial |
|
23 |
24,517 |
19,185 |
|
| Amortisation
of deferred cost |
|
12 |
10,593 |
6,828 |
|
| Workers
profit participation fund |
|
- |
449 |
|
|
---------- |
---------- |
|
|
110,689 |
97,272 |
|
|
---------- |
---------- |
|
|
|
|
(25,790) |
5,908 |
|
| OTHER
INCOME |
|
24 |
15,001 |
2,626 |
|
|
|
---------- |
---------- |
|
| (LOSS)
/ PROFIT BEFORE TAXATION |
|
(10,789) |
8,534 |
|
| PROVISION
FOR TAXATION - Current |
|
8 |
5,234 |
5,518 |
|
|
|
|
|
---------- |
---------- |
|
|
|
(16,023) |
3,016 |
|
|
|
|
|
|
| ACCUMULATED
LOSS BROUGHT FORWARD |
|
(111,249) |
(114,265) |
|
|
---------- |
---------- |
|
| ACCUMULATED
LOSS CARRIED FORWARD |
|
(127,272) |
(111,249) |
|
|
========== |
========== |
|
|
|
|
|
| These
accounts should be read in conjunction with the attached notes. |
|
|
|
|
STATEMENT OF CHANGES IN
FINANCIAL POSITION |
|
|
FOR THE YEAR ENDED 30
JUNE 1996 |
|
|
|
(Rupees in '000) |
|
|
1996 |
1995 |
|
|
|
|
| CASH
FLOWS FROM OPERATING ACTIVITIES |
|
|
| (LOSS)
/ PROFIT BEFORE TAXATION |
|
(10,789) |
8,534 |
|
|
|
|
| Adjustments
for: |
|
|
|
| Depreciation |
|
4,226 |
4,126 |
|
| Gain
on sale of fixed assets |
|
(198) |
(58) |
|
| Amortisation
of deferred cost |
|
10,593 |
6,828 |
|
| Financial
charges |
|
24,517 |
19,185 |
|
| Provision
for doubtful debts / advance |
|
3,211 |
1,000 |
|
|
|
---------- |
---------- |
|
|
|
31,560 |
39,615 |
|
| Changes
in operating assets / liabilities |
|
|
|
|
|
|
|
|
|
| (Increase)
/ Decrease in current assets |
|
|
|
|
|
|
|
|
|
| Stores
and spares |
|
(53) |
5O8 |
|
| Stock
in trade |
|
(18,888) |
(25,874) |
|
|
| Trade
debts - unsecured |
|
(8,813) |
4,956 |
|
|
| Goods
in transit |
|
(25,963) |
(61,668) |
|
|
| Loans,
advances, deposits, prepayments |
|
|
|
|
| and
other receivables |
|
4,233 |
14,952 |
|
|
|
|
|
|
|
| Increase
in current liabilities |
|
|
|
|
|
|
|
|
|
|
| Creditors
accrued expenses and other liabilities |
|
29,666 |
19,780 |
|
|
|
|
---------- |
---------- |
|
|
|
(19,818) |
(47,346) |
|
|
|
|
|
|
|
| Financial
charges paid |
|
(25,063) |
(16,595) |
|
|
| Income
Tax paid |
|
(5,930) |
(13,318) |
|
|
|
---------- |
---------- |
|
| Net
cash used in operating activities |
|
(19,251) |
(37,644) |
|
|
|
|
|
|
| CASH
FLOWS FROM INVESTING ACTIVITIES |
|
|
|
| Fixed
capital expenditure |
|
(4,298) |
(3,866) |
|
|
| Decrease
in long term deposits and loans |
|
99 |
127 |
|
|
| Proceeds
from sale of fixed assets |
|
600 |
58 |
|
|
|
|
---------- |
---------- |
|
|
| Net
cash used in investing activities |
|
(3,599) |
(3,681) |
|
|
|
| CASH
FLOWS FROM FINANCING ACTIVITIES |
|
|
| Payment
of finance lease liabilities |
|
(317) |
(394) |
|
| Repayment
of Ghee Corporation of Pakistan liabilities |
- |
(7,046) |
|
| Payment
of dividend |
|
(1) |
(17) |
|
| Increase
in shod term borrowings |
|
23,582 |
55,074 |
|
| Increase
in deferred cost |
|
- |
(4,771) |
|
|
|
---------- |
---------- |
|
| Net
cash from financing activities |
|
23,264 |
42,846 |
|
|
|
|
|
| Net
increase in cash and bank balances |
|
414 |
1,521 |
|
|
|
| Cash
and bank balances at beginning of the year |
|
2,181 |
660 |
|
|
|
---------- |
---------- |
|
| Cash
and bank balances at end of the year |
|
2,595 |
2,181 |
|
|
|
========== |
========== |
|
|
| NOTES
TO THE ACCOUNTS |
|
| FOR
THE YEAR ENDED 30 JUNE 1996 |
|
|
| 1.
STATUS AND NATURE OF BUSINESS |
|
| 1.1
Wazir All Industries Limited was incorporated as a public limited company
under the |
|
| Companies
Act, 1913 (now the Companies Ordinance, 1984) and its shares are listed on
the |
|
| Karachi
and Lahore stock exchanges. The principal activity of the company is the |
|
| manufacture
and sale of vanaspati ghee and cooking oils. The company remained under the |
|
| administrative
control of Ghee Corporation of Pakistan (Private) Limited upto 19 December |
|
| 1992,
the date of its privatisation under the policy of the Government, through the |
|
| privatisation
commission (Ministry of Finance), Government of Pakistan. The new |
|
| management
has acquired the control of Wazir All Industries Limited under a sale
agreement |
|
| with
"Privatisation Commission" dated 28 October 1992. |
|
|
| 1.2
These accounts have been prepared on the assumption that the company would
continue as |
|
| a
going concern although its accumulated losses as of 30 June 1996, exceeded |
|
| shareholders'
equity by Rs. 35.218 million while current liabilities exceeded current
assets by |
|
| Rs.
50.364 million. The assumption is based on the undertaking of the continued
support of |
|
| the
sponsoring directors and proposed plan to increase equity. |
|
|
| 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
|
|
| 2.1
Accounting Convention |
|
| The
accounts are prepared under the historical cost convention except to the
extent that |
|
| certain
fixed assets as stated in note 10, are shown at revalued amounts. |
|
|
| 2.2
Retirement Benefits |
|
|
| Gratuity
fund |
|
| The
company has instituted an approved defined contributory gratuity scheme for
its |
|
| employees.
The scheme is operated by trustees and annual contributions on the basis of
the |
|
| benefits
accruing to the employees are transferred to the trust. Company however has
the |
|
| discretion
to reduce and regulate its annual contribution to the fund depending upon the |
|
| income
accruing to the fund. Further company's annual contribution in respect of any |
|
| member
does not exceeds the salary of the member for the last month of a financial
year. |
|
| Actuarial
valuation of the gratuity fund has not been carried out. |
|
|
| Provident
fund |
|
| The
company operates a defined contribution provident fund scheme for all
Permanent |
|
| employees.
Contributions are made monthly to the fund by the company and employees at |
|
