| ARPAK INTERNATIONAL INVESTMENTS LIMITED |
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|
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| Annual
Report 1997 |
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| CONTENTS |
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| Board
of Directors |
|
|
| Notice
of Meeting |
|
|
| Director's
Report |
|
|
| Auditors'
Report to the Members |
|
| Balance
Sheet |
|
|
| Profit
and Loss Account |
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| Cash
Flow Statement |
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| Notes
to the Accounts |
|
| Pattern
of Shareholding |
|
|
|
| BOARD
OF DIRECTORS |
|
|
| CHIEF
EXECUTIVE |
|
|
| Mr.
Abbas Sarfaraz Khan |
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|
|
|
| DIRECTORS |
|
|
| Begum
Zari Sarfaraz |
|
| Mr.
Aziz Sarfaraz Khan |
|
| Begum
Laila Sarfaraz |
|
| Mr.
Mohammad Rafique |
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| Mr.
Iskander M. Khan |
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| Mr.
Abdul Qadar Khattak |
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|
|
|
| SECRETARY |
|
| Malik
Mohammad Ishaq Khan |
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|
| AUDITORS |
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| Hameed
Chaudhri & Co., |
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| Chartered
Accountants |
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| REGISTERED
OFFICE |
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| House
2, Street 27, |
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| F-6/2,
Islamabad. |
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| NOTICE
OF MEETING |
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| Notice
is hereby given that the Twentieth Annual General Meeting of the |
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| ARPAK
INTERNATIONAL INVESTMENTS LIMITED, will be held on Wednesday, |
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| 31
st December, 1997 at 9 A.M. at the registered office of the Company at House |
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| No.
2, Street 27,F-6/2, Islamabad, to transact the following business: |
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| 1.
To confirm the Minutes of the Ninteenth Annual General Meeting held on |
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| 31
st December, 1996. |
|
|
| 2.
To receive, consider and adopt the audited Balance Sheet and profit and loss |
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| account
for the year ended 30th June, 1997 with Auditors' and Directors' |
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| Report
thereon. |
|
|
| 3.
To appoint auditors for the year 1997-98 and to fix their remuneration. The |
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| outgoing
auditors, Messrs. Hameed Chaudhri & Co., Chartered Accountants, |
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| Offer
themselves for re-appointment. |
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|
| 4.
Election of Directors. |
|
|
| To
hold election of Directore in place of retiring Directors (i) Mr. Abbas
Sarfaraz |
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| Khan(ii)
Begum Zari Sarfaraz(iii)Mr. Aziz Sarfaraz Khan (iv) BegumLailaSarfaraz |
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| (v)
Mr. Abdul Qadar Khattak (vi) Mr. Iskander M. Khan (vii) Mr. Mohammad Rafiq
Khan, |
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| in
accordance with the provisions of section 178 of the Companies Ordinance, |
|
| 1984.
The Board of Directors has fixed the total number of Directors to be Seven |
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| for
the next three years. |
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| Any
person who seeks to contest election for the office of a Director may file |
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| his
nomination papers with the Secretary of the Company not later than 16th |
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| December,
1997. The retiring Directors shall be eligible for re-election. |
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|
| 5.
To transact any other ordinary business of the Company as may be permitted by
the Chair. |
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| BY
ORDER OF THE BOARD |
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| NOTE: |
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| The
share transfer books and register of members of the Company will remain
closed from |
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| 24th
December, 1997 to 31st December, 1997 (both days inclusive). |
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| Votes
may be given either personally or by an agent duly authorized and under a
power of |
|
| attorney
or by proxy. No person shall be appointed as a proxy or as an agent
authorized under |
|
| a
power of attorney who is not himself a Member of the Company and qualified to
vote save |
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| a
Corporation being a Member of the Company may appoint as a representative any
person, |
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| whether
a Member of the Company or not. |
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|
| The
instrument appointing a proxy to be valid must be deposited at the Registered
Office of |
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| the
Company at least 48 hours before the time of meeting, duly stamped and
signed. |
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| PROXY
FORM IS ENCLOSED |
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|
| DIRECTORS'
REPORT |
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| FOR
THE YEAR ENDED 30TH JUNE, 1997 |
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| Your
Directors have pleasure in presenting Twentieth Annual Report alongwith |
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| audited
accounts of the company for the year ended on 30thJune, 1997. |
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| ACCOUNTS: |
|
|
| The
Company made pre-tax net profit of Rs. 2,676,265 for the year. After |
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| providing
Rs. 40,000 in respect of taxation, the balance of Rs. 2,636,26,5 has |
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| been
shown as unappropriated profit. The company has general reserves |
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| of
Rs. 5,400,000 and capital reserves of Rs. 4,749,856 at end of the year. |
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| The
company presently holds cash resources of Rs. 31.898 million against the |
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| paid
up capital of Rs. 40 million. Out of these funds Rs. 29.924 million are |
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| laying
in saving account. |
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| DIVIDEND: |
|
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| As
the company wants to utilize its cash resources, the Directors recommend |
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| 5
present dividend for the year. |
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|
| ELECTION
OF DIRECTORS: |
|
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| All
the existing directors retire in accordance with the provisions of section |
|
| 178
of the Companies Ordinance, 1984 and fresh election will be held in |
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| Annual
General Meeting. |
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|
| AUDITORS: |
|
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| The
present auditors Messrs. Hameed Chaudhri & Co., Chartered Accountants |
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| retire
and being eligible offer themselves for re-appointment. |
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|
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| AUDITORS'
REPORT TO THE MEMBERS |
|
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| We
have audited the annexed Balance Sheet of ARPAK
INTERNATIONAL |
|
| INVESTMENTS
LIMITED as at 30 the June, 1997 and the related profit and
loss account |
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| and
Cash Flow Statement, together with the notes forming part thereof, for the
year |
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| then
ended and we state that we have obtained all the information and explanations |
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| which
to the best of our knowledge and belief were necessary for the purposes of
our |
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| 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 purposes of the |
|
| Company's
business; and |
|
|
| (iii)
the business conducted, investments made and the expenditure incurred |
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| 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 |
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| 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 |
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| Company's
affairs as at 30th June, 1997 and of the profit and cash flows for |
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| the
year 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. |
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|
| LAHORE, |
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|
HAMEED CHAUDHRI &
CO., |
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| 24th
November, 1997 |
|
CHARTERED ACCOUNTANTS. |
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|
|
| BALANCE
SHEET AS AT 3OTH JUNE, 1997 |
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|
1997 |
1996 |
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|
|
|
Note |
Rupees |
Rupees |
|
|
|
| CAPITAL
AND RESERVES |
|
|
| Authorised
capital: |
|
|
| 5,000,000
ordinary shares |
|
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| of
Rs. 10 each |
|
50,000,000 |
50,000,000 |
|
|
|
|
=========== |
=========== |
|
|
|
|
|
| Issued, subscribed and paid |
Advances, prepayments |
|
|
| up capital: |
and other receivables |
|
|
| 4,000,000
ordinary shares of |
|
|
| Rs.
10 each issued for cash |
|
40,000,000 |
40,000,000 |
|
|
| Capital
reserve |
|
3 |
4,749,856 |
4,749,856 |
|
|
| General
reserve |
|
5,400,000 |
5,400,000 |
|
|
| Unappropriated
profit |
|
|
19,666,052 |
19,029,787 |
|
|
---------- |
---------- |
|
|
|
|
69,815,908 |
69,179,643 |
|
|
| SHARES
APPLICATION |
|
| MONEY |
|
4 |
202,167 |
202,167 |
|
|
| CURRENT
LIABILITIES |
|
| Accruals
and other |
|
| payables |
|
5 |
112,187 |
175,623 |
|
| Un-earned
income |
|
6 |
0 |
265,625 |
|
| Provision
for taxation |
|
7 |
744,130 |
704,130 |
|
| Proposed
dividend |
|
|
2,000,000 |
2,000,000 |
|
| Unclaimed
dividend |
|
|
228,339 |
150,868 |
|
|
----------- |
----------- |
|
|
|
|
3,084,656 |
3,296,246 |
|
|
| CONTINGENCIES
AND |
|
| COMMITMENTS |
|
8 |
0 |
0 |
|
|
----------- |
----------- |
|
|
|
73,102,731 |
72,678,056 |
|
|
|
========== |
========== |
|
| The
annexed notes form an integral part of these accounts. |
|
|
| TANGIBLE
FIXED ASSETS |
|
9 |
19,017,784 |
19,216,059 |
|
|
|
|
| LONG
TERM INVESTMENTS |
|
10 |
19,662,867 |
19,662,867 |
|
|
| CURRENT
ASSETS |
|
|
|
|
11 |
2,524,010 |
3,798,940 |
|
| Cash
at Banks and |
|
| Savings
Centre |
|
12 |
31,898,070 |
30,000,190 |
|
|
|
---------- |
---------- |
|
|
|
|
|
34,422,080 |
33,799,130 |
|
|
|
|
---------- |
---------- |
|
|
|
|
|
73,102,731 |
72,678,056 |
|
|
=========== |
=========== |
|
|
|
| PROFIT
AND loss ACCOUNT |
|
| FOR
THE YEAR ENDED 30TH JUNE, 1997 |
|
|
|
|
|
1997 |
1996 |
|
|
|
Note |
Rupees |
Rupees |
|
|
| INCOME |
|
|
|
13 |
4,305,560 |
4,390,962 |
|
| ADMINISTRATIVE
EXPENSES |
|
14 |
1,584,061 |
1,316,813 |
|
|
|
|
|
|
---------- |
---------- |
|
|
|
|
|
|
2,721,499 |
3,074,149 |
|
| OTHER
INCOME |
|
|
15 |
94,316 |
186,364 |
|
|
|
|
|
|
---------- |
---------- |
|
|
|
|
|
|
2,815,815 |
3,260,513 |
|
| OTHER
CHARGES |
|
|
|
|
|
| Financial |
|
|
16 |
500 |
2,862 |
|
| Miscellaneous |
|
|
17 |
139,050 |
531,600 |
|
|
|
|
|
|
---------- |
---------- |
|
|
|
|
|
|
139,550 |
534,462 |
|
|
|
|
|
|
---------- |
---------- |
|
| PROFIT
BEFORE TAXATION |
|
|
2,676,265 |
2,726,051 |
|
| PROVISION
FOR TAXATION |
|
7 |
40,000 |
160,000 |
|
|
|
|
|
|
---------- |
---------- |
|
| PROFIT
AFTER TAXATION |
|
|
2,636,265 |
2,566,051 |
|
| UNAPPROPRIATED
PROFIT |
|
|
|
|
| -
Brought forward |
|
|
19,029,787 |
18,463,736 |
|
|
|
|
---------- |
---------- |
|
| PROFIT
AVAILABLE FOR APPROPRIATIONS |
|
21,666,052 |
21,029,787 |
|
|
|
|
|
|
| APPROPRIATION: |
|
|
|
|
| Proposed
dividend @ 5% |
|
|
|
|
| (1996:
@5%) |
|
|
2,000,000 |
2,000,000 |
|
|
|
|
---------- |
---------- |
|
| UNAPPROPRIATED
PROFIT |
|
|
|
|
| -
Carried to Balance Sheet |
|
|
19,666,052 |
19,029,787 |
|
|
========== |
========== |
|
| The
annexed notes form an integral part of these accounts. |
|
|
|
|
| CASH
FLOW STATEMENT |
|
| FOR
THE YEAR ENDED 30 JUNE, 1997 |
|
|
|
|
1997 |
1996 |
|
|
|
Rupees |
Rupees |
|
|
| CASH
OUTFLOW FROM OPERATING ACTIVITIES |
|
| -
After taxation (note 'A') |
|
(1,073,508) |
(1,326,049) |
|
|
| CASH
FLOW FROM INVESTING ACTIVITIES |
|
| Sate
proceed of vehicle |
|
0 |
200,000 |
|
| Dividend
received |
|
|
800,000 |
1,400,000 |
|
| Interest/Profit
received |
|
3,927,411 |
1,817,168 |
|
| Increase
in deposits due to |
|
|
|
| exchange
rate fluctuations |
|
72,190 |
49,930 |
|
|
---------- |
---------- |
|
| CASH
INFLOW FROM INVESTING ACTIVITIES |
|
4,799,601 |
3,467,098 |
|
|
| CASH
OUTFLOW FROM FINANCING ACTIVITIES |
|
| Dividend
paid |
|
|
(1,828,213) |
(1,948,232) |
|
|
---------- |
---------- |
|
| NET
INCREASE IN CASH AND |
|
| CASH
EQUIVALENTS |
|
|
1,897,880 |
192,817 |
|
|
| CASH
AND CASH EQUIVALENTS |
|
| -
At the beginning of the year |
|
30,000,190 |
29,807,373 |
|
|
---------- |
---------- |
|
| CASH
AND CASH EQUIVALENTS |
|
| -
At the end of the year |
|
31,898,070 |
30,000,190 |
|
|
========== |
========== |
|
| The
annexed note 'A' forms an integral part of this Statement. |
|
|
| NOTE "A" |
|
|
|
1997 |
1996 |
|
|
|
Rupees |
Rupees |
|
|
| CASH
FLOW FROM OPERATING ACTIVITIES |
|
| Profit
for the year - Before taxation |
|
2,676,265 |
2,726,051 |
|
|
| Add/(Less)
adjustments for: |
|
| Depreciation |
|
|
198,275 |
211,949 |
|
| Gain
on disposal of vehicle |
|
|
0 |
(142,018) |
|
| Dividend
income |
|
|
(800,000) |
(1,400,000) |
|
| interest/Profit
on bank deposits |
|
|
|
| and
savings account |
|
|
(3,165,764) |
(2,564,856) |
|
| Exchange
gain |
|
|
(72,190) |
(49,930) |
|
| Unclaimed
dividend written back |
|
(94,316) |
(44,346) |
|
|
---------- |
---------- |
|
| CASH
OUT FLOW FROM OPERATING ACTIVITIES |
|
| Before
working capital changes |
|
(1,257,730) |
(1,263,150) |
|
|
| DECREASE
/ (INCREASE) IN CURRENT ASSETS: |
|
| Due
from associated undertakings |
|
590,741 |
71,383 |
|
| Prepayments |
|
|
8,215 |
(2,286) |
|
| (DECREASE)/INCREASE
IN CURRENT LIABILITIES: |
|
|
| Accruals
and LOSS payables |
|
|
(63,436) |
22,730 |
|
| un-earned
income |
|
|
(265,625) |
0 |
|
|
---------- |
---------- |
|
|
|
|
269,895 |
91,827 |
|
|
| CASH
OUTFLOW FROM OPERATING ACTIVITIES |
|
| -
Before taxation |
|
|
(987,835) |
(1,171,323) |
|
| Taxes
Paid |
|
|
(85,673) |
(154,726) |
|
|
---------- |
---------- |
|
| CASH
OUTFLOW FROM OPERATING ACTIVITIES |
|
| -
After taxation |
|
|
(1,073,508) |
(1,326,049) |
|
|
========== |
========== |
|
|
| NOTES
TO THE ACCOUNTS |
|
| FOR
THE YEAR ENDED 30TH JUNE 1997 |
|
|
| 1.
THE COMPANY AND ITS OPERATIONS |
|
|
| The
Company was incorporated in Pakistan on 26th July, 1977 as a public company
and |
|
| its
shares are quoted on Lahore and Karachi Stock Exchanges. The Company is
evaluating |
|
| certain
proposals for setting-up some Business Undertaking. |
|
|
| 2.
SIGNIFICANT ACCOUNTING POLICIES |
|
|
| 2.1
Accounting convention |
|
|
| These
accounts have been prepared under the historical cost convention. |
|
|
| 2.2 Taxation |
|
|
| Provision
for current taxation is made on taxable income for the year if any, after |
|
| taking
into account tax rebates and brought forward losses. |
|
|
| 2.3
Tangible fixed assets and depreciation |
|
|
| These
are stated at cost less |
accumulated depreciation
except |
|
| freehold
land which is stated at cost. |
|
|
|
|
| Depreciation
is charged applying Reducing Balance Method, at the rates stated in |
|
| note
9 to write off the cost over estimated useful life of assets. No depreciation
is |
|
| charged
on assets in the year of disposal whereas full year's depreciation is
provided |
|
| in
the year of purchase. |
|
|
| Gain/loss
on disposal of fixed assets is taken to Profit and Loss Account. |
|
| Minor
repairs and replacements are also taken to Profit and Loss Account. |
|
| Major
improvements and modifications are capitalised and assets replaced, |
|
| if
any, are retired. |
|
|
| 2.4
Long Term Investments |
|
| Investments
purchased by the Company are stated at cost. Investments received as |
|
| dividend
are accounted for at Face Value. Gain on sale of investments is transferred |
|
| to
Capital Reserve. |
|
|
|
|
| 2.5
Foreign currency translations |
|
|
| Assets
and liabilities in foreign currencies are translated into Pak Rupees applying |
|
| exchange
rates ruling on the balance sheet date. Exchange gains/losses are taken to |
|
| Profit
and Loss Account. |
|
|
| 2.6
Revenue recognition |
|
| -
Return on deposits and rental income is accounted for on 'Accrual Basis'. |
|
| -
Dividend income is accounted for on 'Receipt Basis'. |
|
|
| 3.
CAPITAL RESERVE |
|
|
|
|
1997 |
1996 |
|
|
|
|
Rupees |
Rupees |
|
| Gain
on sale of land |
|
4,148,331 |
4,148,331 |
|
| Gain
on sale of investments |
|
601,525 |
601,525 |
|
|
|
|
---------- |
---------- |
|
|
|
|
4,749,856 |
4,749,856 |
|
|
========== |
========== |
|
| 4.
SHARES APPLICATION MONEY |
|
|
| This
represents share money received by Pakpor Ceramics Limited whose assets |
|
| and
liabilities were taken over by the Company during 1978. |
|
|
| 5.
ACCRUALS AND OTHER PAYABLES |
|
| Accrued
expenses |
|
|
112,187 |
1 04,987 |
|
| Due
to Associated Undertaking |
|
0 |
70,636 |
|
|
|
|
---------- |
---------- |
|
|
|
|
112,187 |
175,623 |
|
|
========== |
========== |
|
| 6.
UN-EARNED INCOME |
|
| This
represents rent of Company's guest house received in advance. |
|
|
| 7.
PROVISION FOR TAXATION |
|
| Opening
balance |
|
|
704,130 |
544,130 |
|
| Provided
during the year |
|
|
40,000 |
160,000 |
|
|
|
|
---------- |
---------- |
|
|
|
|
744,130 |
704,130 |
|
|
========== |
========== |
|
| 7.1
Income tax assessments of the Company have been finalised upto the Income
Year |
|
| ended
30th June, 1995 (Assessment Year 1995-96) |
|
|
| 7.2
The Company's appeals filed before the Income Tax Appellate Tribunal in
respect |
|
| of
Assessment Years 1989-90 to 1991-92 are pending for decision. |
|
|
| 7.3
Income Tax Department has filed before the High Court Reference Application |
|
| relating
to the Assessment Year 1988-89 on the question of Zakat which is pending |
|
| for
decision. |
|
|
| 7.4
In the opinion of the Management, all the pending Appeals and Reference
pending |
|
| before
the High court will be decided in favour of the Company. |
|
|
| 7.5
Provision for taxation is considered adequate to cover the expected
liability. |
|
|
| 8.
CONTINGENCIES AND COMMITMENTS |
|
| 8.1
There was no known contingent liability as at 30th June, 1997 and 1996 |
|
|
| 8.2
There was no commitment outstanding as at 30th June, 1997 and 1996 |
|
|
| 9.
TANGIBLE FIXED ASSETS |
|
|
|
C O S T |
|
|
|
D E P R E C I A T I O N |
NET BOOK |
|
|
|
|
VALUE |
|
|
|
As at 30 |
(Disposals) |
As at 30 |
|
To 30 |
For |
|
To 30 |
AS AT 30 |
|
|
|
|
|
|
June, |
during the |
June, |
Rate |
June, |
the |
On |
June, |
JUNE |
|
|
|
|
| PARTICULARS |
1996 |
Year |
1997 |
% |
1996 |
Year |
disposals |
1997 |
1997 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Freehold
land |
15,506,659 |
0 |
15,506,659 |
0 |
0 |
0 |
0 |
0 |
15,506,659 |
|
|
| Buildings on |
|
|
|
|
|
| freehold
land |
5,505,220 |
0 |
5,505,220 |
5 |
1,893,186 |
180,602 |
0 |
2,073,788 |
3,431,432 |
|
|
| Furniture and |
|
|
|
|
| Fixtures |
|
27,942 |
0 |
27,942 |
10 |
9,942 |
1,800 |
0 |
11,742 |
16,200 |
|
| Vehicles |
|
420,500 |
0 |
420,500 |
20 |
341,134 |
15,873 |
0 |
357,007 |
63,493 |
|
|
|
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
|
| Rupees |
|
21,460,321 |
0 |
21,460,321 |
|
2,244,262 |
198,275 |
0 |
2,442,537 |
19,017,784 |
|
|
|
|
========== |
========== |
========== |
========== |
========== |
========== |
========== |
========== |
========== |
|
| 1996 Rupees |
22,060,321 |
'(600,000) |
21,460,321 |
|
2,574,331 |
211,949 |
542,018 |
2,244,262 |
19,216,059 |
|
|
========== |
========== |
========== |
========== |
========== |
========== |
========== |
========== |
========== |
|
|
| 10.
LONG TERM INVESTMENTS |
|
|
|
|
1997 |
1996 |
|
| LISTED: |
|
|
Rupees |
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