| ATLAS BATTERY LIMITED |
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| ANNUAL
REPORT 1997 |
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Atlas Battery Limited |
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MISSION STATEMENT |
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To achieve Market Leadership through |
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Technological Edge, distinguished by Quality, |
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Service and Customers' Satisfaction, |
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emphasis on employees Long Term Welfare and |
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ensure adequate Return to Shareholders. |
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Be a Good Corporate Citizen. |
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Contributing to development of the Society and |
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the Country through Harmonised Endeavour. |
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| Contents |
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| Company
Information |
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| Notice
of Meeting |
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| Chairman's
Review |
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| Directors'
Report |
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| Five
Years at a Glance |
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| Graphic
Illustration |
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| Auditors'
Report |
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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 |
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| Atlas
Group Companies |
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| Pattern
of Shareholding |
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| Company
Information |
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| Chairman |
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| Yusuf
H. Shirazi |
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| Directors |
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| Aitzaz
Shahbaz |
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M. Iwai |
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| M.
Habib-ur-Rahman |
|
Shahid Anwar |
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| Iftikhar
H. Shirazi |
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Vazeer All |
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| Chief
Executive |
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| Vazeer Ali |
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| Secretary |
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| M.
Atta Karim |
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| General
Manager (Tech) |
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| M.
Khalid Jilani |
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| Chairman
Group Personnel Committee |
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| Yusuf
H. Shirazi |
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| Chairman
Group Audit Committee |
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| Sanaullah
Qureshi |
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| Auditors |
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| Hameed
Chaudhri & Co. |
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| (Chartered
Accountants) |
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| Bankers |
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| National
Bank of Pakistan |
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| Muslim
Commercial Bank Limited |
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| Credit
Agricole Indosuez |
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| Bank
of Tokyo-Mitsubishi Limited |
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| Registered
Office (Factory) |
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| D/181,
Central Avenue, S. I. T. E., Karachi |
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| GROUP
EXECUTIVE COMMITTEE |
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| Chairman |
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| Yusuf
H. Shirazi |
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| Members |
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| Jawaid
Iqbal Ahmed |
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| Frahim
Ali Khan |
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| Iftikhar
H. Shirazi |
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| Aamir
H. Shirazi |
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| Saquib
H. Shirazi |
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| Secretary |
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| Amjad
Hussain |
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| Notice
of Meeting |
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| Notice
is hereby given that the Annual General Meeting of the Shareholders of the |
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| Company
will be held at 10.00 a.m. on Wednesday, December 17, 1997 at 8th Floor, |
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| Adamjee
House, I.I. Chundrigar Road, Karachi to transact the following business: |
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| ORDINARY
BUSINESS |
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| 1.
To confirm Minutes of the Last Annual General Meeting held on December23,
1996. |
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| 2.
To consider and adopt the audited accounts of the company for the year ended |
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| June30,
1997 together with the Directors' and Auditors' Report thereon. |
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| 3.
To consider and approve the recommendation of Directors for payment of
dividend |
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| at
the rate of 12.5% (Rs. 1.25pershare)for the year ended June 30, 1997. |
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| 4.
To consider and if thought fit pass with or without modification the
following as Ordinary |
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| Resolution. |
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| 4.1
"Resolved that a sum of Rs. 1,725,000 out of the free reserves of the
company be capitalised |
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| for
issuing 172,500fully paid ordinary shares of Rs. 10/- each as bonus shares to
be |
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| allotted
to those shareholders whose names stand in the register of members at the
close |
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| of
business On December 08, 1997~@ 7.5% in the proportion of three Ordinary
Shares for |
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| every
forty shares held. The said shares shall rank pari passu with the existing
shares of |
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| the
company as regards future dividend, and in all other respects. |
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| 4.2
"Resolved further that the bonus shares entitlement infractions be
consolidated and sold by |
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| the
Directors on the Stock Exchange and proceeds thereof, be distributed to the
respective |
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| shareholders
according to their entitlement. |
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| 5.
To appoint Auditors for the year 1997-98 and fix their remuneration. |
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| 6.
To transact any other business with the permission of the Chair. |
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| Notes: |
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| 1.
The Share Transfer Books of the Company will remain closed from December 09, |
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| 1997
to December 17, 1997 (both days inclusive). Transfers received in order at |
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| the
registered office of the company by December08, 1997 will be in time for the |
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| purpose
of entitlement for payment of the dividend to the transferee. |
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| 2.
A member entitled to attend and vote at the General Meeting is entitled to |
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| appoint
another member as a proxy to attend and vote on his/her behalf. Proxies |
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| in
order to be effective must be received at the Registered Office of the
Company |
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| not
less than 48 hours before the time appointed for meeting. |
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| 3.
The members are requested to please communicate to the company any change |
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| in
their mailing address immediately. |
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| STATEMENT
UNDER SECTION 160 OF THE COMPANIES ORDINANCE 1984 REGARDING |
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| SPECIAL
BUSINESS AS GIVEN IN THE NOTICE OF MEETING: |
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| 1.
The Directors have recommended to issue 172, 500 Bonus Shares of Rs. 10/-
each by capitalizing |
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| Rs.
1,725,000from the profit of the company. |
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| Chairman's
Review |
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| It
gives me great pleasure to present to you |
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| the
31st Annual Report and review the |
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| performance
of your Company for the year |
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| ended
June 30, 1997. |
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| THE ECONOMY |
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| The
Fiscal Year 1996-97 was one of the |
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| most
difficult years in the economic history |
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| of
Pakistan. Most economic indicators |
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| showed
a declining trend. During the year, |
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| the
GDP growth was 3.1%, a drop against |
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| the
growth of 6.4% during 1995-96. |
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| Agriculture,
the largest contributing sector, |
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| showed
a negligible growth of O. 7% as |
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| against
5..3% in the preceding year. The |
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| growth
of the manufacturing sector was |
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| 1.8%
compared with 4.4% during the last |
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| year.
The large scale manufacturing |
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| registered
a decline of 1.4%. Heavy |
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| taxation,
high prices of raw materials, |
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| escalating
cost of loans and high utility |
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| charges
were the main reasons which |
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| impeded
the growth of the industrial sector. |
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| Despite
the imposition of additional taxes |
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| of
Rs. 40.8 billion in the Budget 1996-97 |
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| and
a further Rs. 13.0 billion through |
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| another
tax packages announced in |
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| October
1996, the fiscal deficit widened to |
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| 6.2%
of GDP as against the Budget target |
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| of
4.0%. Inflation during the year increased |
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| to
11.6%. The rupee devalued by 15%, |
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| utility
tariffs increased by 6.25% and |
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| revision
in sales tax from 15% to 18% |
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| increased
the cost of production. The high |
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| deficit
financing at 6.3% contributed |
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| substantially
to the inflationary impact of |
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| 11.6%.
As a result, the balance of payment |
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| came
under pressure during the year. The |
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| exports
decreased by 5.4%, imports |
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| decreased
by 1.479/0 and the trade deficit |
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| increased
to $ 3.37 billion. |
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| The
slowdown of the economy was also |
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| reflected
in the quantum index numbers for |
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| import
of machinery and transport |
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| equipment.
In the first three quarters of |
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| 1995-96,
the index numbers were 344.5, |
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| 206.6
and 247.3for the respective quarters. |
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| These
figures were drastically down for |
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| 1996-97
and stood at 191.1, 186.4 and |
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| 146.5
respectively. The general wholesale |
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| price
index and the general consumer price |
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| index
kept rising and stood at 207. 76 and |
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| 196.96
respectively (base: 1990-91=100). |
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| THE
GROUP PERFORMANCE |
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| The
Atlas Group, of which your company is |
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| a
constituent member relies on intellectual |
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| capital.
Harmonizing human capital, |
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| owners
capital and market capital - the |
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| Group
image at the government, business |
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| and
international levels, remaining within |
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| the
bounds of law, morality and good |
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| practices,
is one of entrepreneurial brand |
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| equity. |
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| The
Atlas Group is a diversified group |
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| dealing
in engineering, financial services, |
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| trading,
office equipment and information |
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| technology.
It consists of seven public |
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| limited
companies quoted on the stock |
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| exchanges
in Pakistan and six private |
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| limited
companies (vide annexure). Atlas |
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| shareholder
equity has grown to Rs. 2.0 |
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| billion
over the years; assets have |
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| increased
to over Rs. 8.0 billion; personnel |
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| strength
is over 2500 and sales have |
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| crossed
the Rs.8 billion mark. The Group |
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| paid
taxes of Rs. 2.4 billion during the year |
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| being
30% of the total turnover and your |
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| Company's
share of Rs. 168.0millionbeing |
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| 46%
of the company's total sales, quite a |
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| high
percentage! |
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| The
total paid-up capital of the seven listed |
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| companies
stood at Rs. 855 million and free |
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| reserves
and surplus stood at Rs. 903 |
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| million:
the total equity in listed companies |
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| stood
at Rs. 1,758 million. The break-up |
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| value
per share of Rs. 10/- worked out to |
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| Rs.
20.56. Out of these seven companies, |
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| two
companies have been rated 'A+' and |
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| three
'A' by the credit rating and other |
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| evaluating
agencies. Your company is |
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| rated
'A+'. Your company is also ranked |
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| 46th
among 5 77 industrial companies |
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| (total
782 companies) listed on the Karachi |
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| Stock
Exchange. |
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| The
seven companies, set up at different |
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| times
- the earliest in 1963 with a paid up |
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| capital
of Rs. 2.0 million and the latest in |
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| 1993
with a paid up capital of Rs. 400.0 |
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| million
- have paid cash dividend of |
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| Rs.
244.28 million and bonus of Rs. 166.55 |
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| million
(market value Rs. 404.43 million) |
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| against
the paid-up capital of Rs.855.15 |
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| million
upto the year under review. |
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| Your
Company was set up in 1968 with a |
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| paid
up capital of Rs. 3.0 million which has |
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| grown
to Rs. 23.0 million. The total equity |
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| is
Rs. 63.50 million which includes reserves |
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| and
unappropriated profit of Rs. 40.50 |
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| million.
During this period, the Company |
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| made
a right issue of Rs. 10.0 million at |
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| par
in 1989. It has issued bonus shares |
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| of
Rs. 10.0 million (market value Rs. 37.25 |
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| million
@ Rs. 37.25 per share) and paid |
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| cash
dividend of Rs. 26.28 million upto |
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| June,
1997 against the shareholders' |
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| investment
of Rs. 13.0 million. |
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| THE
BATTERY INDUSTRY |
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| The state of the
country' s economy had its |
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| adverse
impact on the organised sector of |
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| the
Battery Industry as well, which for the |
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| first
time, recorded a decline of 6%. General |
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| economic
recession, uncertain political |
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| conditions,
higher taxes on locally |
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| manufactured
batteries, reduction in duties |
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| on
imported batteries, influx of batteries |
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| through
the Afghan Trade Transit |
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| Agreement
without payment of Government |
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| duties
and taxes, unabated smuggling and |
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| wide
spread replating, which does not come |
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| under
the tax net, were the reasons for the |
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| negative
growth. |
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| The
Battery Industry is also facing the |
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| anomaly
of double taxation to the extent |
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| that
the excise duty is payable on the |
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| battery
as well as on some of its |
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| components
of in-house production, such |
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| as,
separators, which is one of the essential |
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| battery
components. Additionally, levy of |
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| sales
tax on raw materials at import stage |
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| involves
larger working capital, leading to |
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| increase
in financial cost. |
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| These
factors are rendering the Battery |
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| Industry
uncompetitive and causing loss |
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| not
only to the local manufacturers but also |
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| to
the Government revenue in the form of |
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| reduced
duties and taxes, which otherwise |
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| would
be a source of income to its |
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| exchequer.
The Government should take |
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| remedial
measures to correct the situation |
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| and
save the decline of revenue from the |
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| organised
taxes and duties paying Battery |
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| Industry
sector. |
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| The
installed capacity of the industry in |
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| the
organized sector is 1,350,000 units. |
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| The
unorganized sector is not less than 40% |
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| of
the total capacity. Irregular imports |
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| through
currently reduced duty and taxes, |
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| continued
under-invoicing, imports through |
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| Afghan
Trade and the production of the |
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| so
called cottage industry are in addition. |
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| THE
COMPANY'S RESULTS |
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| Despite
the economic recession and the |
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| problems
faced by the Battery Industry as |
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| already
stated, your Company achieved |
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| sales
ofrs.366.1 million against Rs.339.6 |
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| million
in the preceding year, up by 7.8%, |
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| as
a result of price increase in the first |
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| quarter
of 1996-97 and a better sales mix. |
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| The
gross profit to sales ratio was lower |
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| by
2.4% as compared to the last year. |
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| Continuous
cost push due to international |
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| increase
in prices of major raw materials, |
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| devaluation
of the Rupee and other |
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| inflationary
factors' impact led to an |
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| increase
in cost of sales by 11.2%, which |
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| could
not be passed on to the customers |
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| due
to the highly competitive nature of the |
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| market.
Thus, the gross profit margin |
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| reduced
to 20.2% of sales as compared to |
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| 22.6%
in the preceding year. |
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| The
administration and selling expenses |
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| as
a percentage to sales were contained |
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| at
12.1% as against 12.2% in the previous |
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| year.
Financial expenses increased to |
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| Rs.
12.0 million as compared to Rs. 7.2 |
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| million
in the preceding year. This was due |
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| to
the increase in the value of inventories, |
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| owing
to higher input cost, increase in |
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| credit
sales to Defence, Government |
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| Institutions
and OEM. Income tax |
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| deduction
at source in excess of actual tax |
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| liability
was to the tune of Rs.4.8 million |
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| in
addition to Rs. 1.8 million tied up in |
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| appeals
or pending appeal, which is |
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| refundable. |
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| All
these factors have eroded our profit |
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| margin.
Thus, the profit before tax went |
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| down
to Rs. 18.2 million, compared to |
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| Rs.27.2
million in the preceding year. |
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| Inspite
of this, the return on equity of your |
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|
| Company
stood at 28.6%for the year which |
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| is
higher than the other companies in this |
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| sector
and also the Battery Industry |
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| average
of 18.0%. The total industry equity |
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| of
the organized sector is Rs. 288 million |
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| including
your Company' s Rs. 63.5 million. |
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| The
average industry EPS was Rs. 4.55 |
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| against
Rs. 7.90 of your Company. |
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|
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| HUMAN
RESOURCE |
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| Investment
in people and human resource |
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| development
in the Atlas Group is a |
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| continuous
and self sustaining process. We |
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| send
people for higher education and |
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| training
to such institutions as Harvard |
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| Business
School, Stanford, Wharton School |
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| of
Finance and Economics, INSEAD, |
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| Claremont,
IMD, Notre Dame, Eton College, |
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| IBA,
LUMS and PIM. All the members of |
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| our
senior management team have had |
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| exposure
to these institutions. Others have |
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| had
exposure to various other institutions |
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| related
to their field of interest and |
|
| technology
in and outside the country. |
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|
| The
Group manpower includes 152 |
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| employees
with service of over 25 years, |
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| 232
with over 20 years, 575 with over 15 |
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| years,
and 753 with over 10 years service. |
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| Among
them, 153 are postgraduates, 493 |
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| graduates
and the rest diploma holders, |
|
| intermediates,
matriculates and skilled |
|
| workers.
Group employees turnover is |
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| around 5%. |
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|
| Your
CEO Mr. Vazeer Ali attended a |
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| 'Directors
course' at INSEAD and Mr. M. |
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| Atta
Karim, Secretary attended PIM's |
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| "Advanced
Management Programme". |
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|
| Mr.
Khalid Jilani, General Manager Plant, |
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| together
with Mr. Y. Morita, Japanese expert |
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|
| stationed
at Karachi, carried out a |
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|
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| comparative
study of productivity, |
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|
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| innovation
and value addition at another |
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|
| JV
of JSB - our principal JV Partners - in |
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|
| Indonesia.
Some others attended several |
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| on
and off the job training programmes. |
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| The
continued training of our personnel at |
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|
| various
levels improves the quality of |
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|
| management
and results in the creation of |
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|
| a
great resource which we can use |
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|
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| elsewhere
within the Group as well. |
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|
|
| Qualified
and trained personnel are indeed |
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|
| a
great strength of the Company. |
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|
|
|
|
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|
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| FUTURE
OUTLOOK |
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| There
has been another devaluation of |
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|
| 8.71%,
the single largest during the last |
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|
| 25
years after the 57% devaluation in |
|
|
| 1972.
It is now Rs.44.05 to the US dollar, |
|
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| gradually
increasing from Rs.3.35 in 1953. |
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|
| On
the other hand, against the Japanese |
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|
| Yen,
the value of the US dollar fell by 75% |
|
|
| within
the last 25 years between 1971 and |
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|
| 1995
i.e. from 349 to 90 Yen. The German |
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|
| Mark
appreciated against the Yen in the |
|
|
| same
25 years period to 100from 64. The |
|
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| US
dollar is now equal to 121 Yen: A year |
|
|
| ago
it was stronger at 112 Yen. |
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| Some
economists and planners however |
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|
| seem
to insist that devaluation is the only |
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|
| way
of improving Pakistan's economy. |
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|
| Strong
Yen, Mark or Dollar have never |
|
|
| bothered
the economies of these countries |
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| so
much so as the Pakistan Rupee does |
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|
| the
Pakistan economy. India and |
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|
|
| Bangladesh
are following a different |
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|
| path.
Earlier - immediately after the |
|
|
| independence
of Indian Sub Continent - it |
|
|
| was
India that devalued its currency and |
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| Pakistan
did not. India has been able to |
|
| bring
down inflation rate to 2.5% against |
|
| our
double digit inflation rate. Indiaisnow |
|
| to
bring down interest rates substantially |
|
| to
boost economic growth to 7% this year. |
|
| Our
industry is handicapped by several |
|
| factors
including heavy interest rates while |
|
| our
competitors enjoy low interest rates |
|
| among
other comforts and incentives. It |
|
| seems,
as long as Pakistan sustains high |
|
| inflation,
devaluation from time to time will |
|
| remain
inevitable. But when the exportable |
|
| surplus
is small, its import content heavy |
|
| and
too little value-added exports, |
|
| devaluation
will not bring us any |
|
| deliverance. |
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|
|
|
| Historically
devaluation has had inverse |
|
| impact.
According to the State Bank's |
|
| figures
from 1992-93 to 1996-97, the |
|
| average
annual devaluation of 10.11% led |
|
| to
an annual increase in exports of 6.69%. |
|
| On
the other hand, imports increased |
|
| annually
by 10.37%, expenditure by |
|
| 11.24%
and trade imbalance by 22.14%. |
|
| Revenues
increased by 9.37% while CPI |
|
| and
WPI increased by 9.26% and 11.13% |
|
| respectively.
Debt repayments increased by |
|
| geometrical
ratios, so that the country had |
|
| to
do more borrowings in order to repay the |
|
| debt
than for any development expenditure. |
|
| Debt
repayment is also now more than our |
|
| defence
expenditure. |
|
|
|
|
| In
addition, there is a trend towards |
|
| reduction
of markup rates which will also |
|
| help
to decrease the inflation rate and |
|
| strengthen
the purchasing power of the |
|
| customers.
The economic packages of the |
|
| Government
are emphasizing supply side |
|
| economics
which will also help the economy |
|
| to
steer itself towards better productivity |
|
|
| leading
to overall improvements in the |
|
|
| vital
areas of performance. Levy of 3% |
|
|
| sales
tax at the retail stage by January'98 |
|
|
| will
allow the Company to get more |
|
|
|
| adjustment
of the input sales tax. However, |
|
|
| the
latest 8.71% rupee devaluation in |
|
|
| addition
to the normal adjustment of 0.5% |
|
|
| earlier,
against the US dollar will result in |
|
|
| a
counter productive cost push and high |
|
|
| inflationary
pressures in a country where |
|
|
| over
90% industrial units depend on |
|
|
|
| imported
raw materials. |
|
|
|
|
|
|
|
|
| Nevertheless,
your Company is determined |
|
|
| to
face these challenges. I am also |
|
|
|
| confident
that the management will handle |
|
|
| the
challenges successfully. Some |
|
|
|
| measures
to meet with the situation would |
|
|
| be
the streamlining of the management |
|
|
| structure,
waste and claim control and cost |
|
|
| cutting
-fixed overheads, financial, selling, |
|
|
| general
and administrative expenses. |
|
|
| Overall,
we will rely more on our '3Es' |
|
|
| approach
of "economy, efficiency and |
|
|
| effectiveness"
duly harmonized with our |
|
|
| '3Rs'
emphasis on "respect, recognition and |
|
| reward
for our employees. |
|
|
|
|
| (There
is a world, beyond a world) |
|
|
|
|
| ACKNOWLEDGEMENT |
|
| I
wish to place on record the Board's |
|
| appreciation
for the Group Executive |
|
| Committee,
the CEO and his team for their |
|
| dedication,
hard work and commitment for |