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(COLONY) SARHAD TEXTILE MILLS LTD.
ISMAILKOT NOWSHERA ESTABLISHED IN 1953
42nd ANNUAL REPORT 1997
BOARD OF DIRECTORS
Chairman Mian Farooq Ahmad Shaikh
President Sohail Farooq Shaikh
Directors Mian Rashid Ahmed Massarrat
Mrs. Saddia Mohsin
Mr. Azam Jamil
Lt Col (Retd) Aslam Aziz Shaikh
Mr. Razi-ur-Rehman Khan (Nominee of NIT)
Mr. Salim Ansar (Nominee of NDFC)
Company Secretary Ch. Saeed Ahmed
Auditors Messers Anjum Asim Shahid & Co.
(Chartered Accountants)
Jinnah Avenue, Blue Area,
Islamabad.
Registered Office 125-Murree Road, Rawalpindi
Mills Ismailkot, Railway Station--Khushalkot,
NOWSHERA (N.W.F.P.)
NOTICE OF MEETING
Notice is hereby given that 42nd Annual General Meeting of the shareholders of (Colony)
Sarhad Textile Mills Limited will be held at the Registered Office at 125 Murree Road
Rawalpindi on Tuesday the 31st day of March 1998 at 1200 hrs to transact the follow-
ing business:-
1. To confirm the minutes of the 41st Annual General Meeting held on 31 st March
1997.
2. To receive, consider and adopt the Balance Sheet and Profit and Loss Account
alongwith notes for the year ended 30th September, 1997 together with the
Directors and Auditors' Report thereon.
3. To appoint auditors for the year 1997-98 and to fix their remuneration.
4. Any other item with the' permission of the Chair.
Note: 1. A member entitled to attend and vote at the Meeting may appoint another
member as his/her proxy to attend and vote for him/her. proxies in order
to be effective must be received at the Registered Office of the Company at
least 48 hours before the time of meeting.
2. Shareholders are requested to immediately notify the Company if there any
change in their address.
DIRECTORS RFPORT TO
THE SHAREHOLDERS
Dear Shareholders,
The Directors welcome you to the 42nd Annual General Meeting of the Company
and place the annual report alongwith the Audited Accounts of the company for the year
ended September 30, 1997 for review. These are reflective of the difficult circumstances
being faced by the company for the last some years. The year under review ended in net
deficit of Rs. 21.880 Million after providing all provisions. Therefore no pay out is rec-
ommended.
It is not out of place to recapitulate the background and the circumstantial diffi-
culties faced by the company before explaining the reasons for loss. The plant is fully
integrated with Spinning, Weaving and Processing Units of Dying Bleaching Mercerizing.
Company all along has satisfactory performance. It is a matter of pride for us to state
that yours company has announced dividends, in the form of cash or bonus share, since
1959 to 1991, with an average of approximately 20% per annum. The Company's finan-
cial health remained above the desired level as per normal parameters for assessing the
financial health. Sound management and financial handling can be seen from the fact
that almost all Textile Mills of NWFP have benefitted from the Government Scheme of
financial relief given during the mid 80's due to the financial losses of those mills.
(Colony) Sarhad Textile Mills Limited did not seek any relief from the Scheme. However
managed to remain afloat through the control on pattern of production, and reliance on
export performance.
Due to the prudent and experienced management all efforts were concentrated to
build export market for the mill's products. It is pertinent to state here that this was the
only Textile Mill in NWFP which with all its odds and logistic disadvantages succeeded
in attaining the target export to the tune of Rs. 226 million in a year 1990. The man-
agement relied on value added cloth export and penetrated into the United Kingdom
market.
However since 1991 all these efforts were negated by severe crisis of the textile
industry of the country coupled with the imposition of fines/ additional interest mostly
on technical grounds on export performance. The bank impaired our running cash
finance sanctioned working capital line by debiting fine and then subjecting these fines
to mark up and compounding of markup. Further the reasons of losses are ever rising
costs. i.e. electricity, gas, wages, abnormal levy of markup, excise duty and turnover tax.
The major reason is non-utilization of the optimum production capacity of the plant
because of non-availability of the working capital funds and non-finalization of the
revival package and non-implementation of the incentive scheme of June 5, 1997.
In early 1995 a revival package prepared by the consultants of the approved panel
of State Bank of Pakistan for re-structuring and relief package under declared policy for
revival of the textile industry was submitted to the concerned financial
institution/banks. Further in pursuance of the Government policy/ State Bank of
Pakistan incentive scheme .through circular BPRD No. 19 dated June 5, 1997 the com-
pany in time applied to the financial institutions/banks, but no action has been taken
so far by the financial institutions/banks. The management is confident that once a
proper treatment of the assets/debts situation is in place as per the policy of the gov-
ernment and particularly in the light of the incentive scheme of June 5, 1997, which
includes the revival of sick industry.
This viable and export oriented unit (company) will be in a position to rehabilitate
the full utilization of the plant's capacity if adequate and timely realistic and pragmatic
steps are taken by the concerned authorities and financial institutions.
VIABILITY OF UNIT/OPERATABLE CAPACITY
The Company utilized its full capacity as depicted in the following table since
1991-92 till 1993-94 and suffered the set back from 1995 due to non renewal of work-
ing capital lines and unauthorized debits to these lines by NBP:-
YARN
Description 1991-92 1992-93 1993-94 1994-95 1995-96 1996-97
Period through which full
capacity of the plant could
not be utilized because of
non-availability of funds.
No of spindles
worked excluding
idle/scrap spindles  25,962 24,193 20,877 10,537 10,350 10,288
Total production in
million kgs
(converted 20s) 4.51 4.26 3.08 1.44 1.57 1.82
Production per shift
(converted to 20s) if
21,760 workable
spindles after revival
are adopted. 3,602 3,685 3,658 3,911 3,898 4,000
The above data establishes the average production for three years i.e. 1992., 1993
and 1994 is 3640 kgs per shift whereas average production during the year 1996-97
could have been 4,000 kgs if 21760 spindle had worked during the year. We are proud
to record that due to the labour/production efficiency and management's strict control,
the plant is under good running conditions and optimum full production is achievable
subject to availability if timely measures for sick units revival are taken by the concerned
authorities and Banks.
CLOTH
Total looms installed - average 284
Less: No. of looms old/lying idle (scrap) 72
Total workable loom:
Broad looms 84
Old Japanese looms 128
----------
212
On the basis of four years of production record i.e. before it was forced to closure
because of the non-availability of funds, production was about seven to eight million sq.
meters on 50 picks and 900 to 1050 shifts basis.
The-Weaving Section is totally closed since early 1995.
All looms are in well working conditions and if the full utilization of the plant is
achieved, seven to eight million sq. meter cloth is expected to be produced out of which
major production would be of value added dyed and bleached cloth, obviously if the
working capital is made available in time and other constraints are remedied.
The background of the issue of additional interest/ fine in connection with the
Exports Refinance Scheme (which was used to fund company's exports) were collective-
ly advised, recovered and blocked within a short period of one and half year i.e. in the
year 1991. These pertain to export refinance facilities taken as far back as 1986-87 i.e.
three to six years prior to imposition of additional interest/fines. The process of review-
ing and clarifying the matter continues and based on its experience, the company is
confident that these charges are recoupable. Similarly additional interest/fine as per
press reports are being considered and furthermore State Bank of Pakistan as per its
Circular No. 32 and 33 dated October 1996 have decided to put in place a mechanism
for objective and expeditious review in order to redress the grievances of the exporters
relating to the imposition/ recovery of penalties under the Export Refinance Scheme.
The same is the position of the markup charge and this unforeseen and unfunded levy.
For details please refer to note 14.2 and 15.1(a).
As regards provision for disputed liabilities as has been explained in detail in
respect of each financial institution in note No. 9.1, 9.2, 9.3 and 9.4 and further as
explained fully elsewhere in this report, it is an established fact that this integrated tex-
tile unit which is located in the less developed area of N.W.F.P., is a value added export
oriented and technically a viable unit beyond doubt is an on going concern provided the
concerned financial institution and bank looks the case in its correct prospective and
appropriate context. The alleged disputed liabilities claim is of about Rs. 500.00 million,
out of which almost Rs. 350.00 million comprises of fines and markup and compound-
ing of markup on fines on export performance and further more interests and penal
interests for the years 1995, 1996 and 1997 through which period the bank ceased and
withheld the renewal of its working capital lines which was not only illegal but was also
contrary to the banking practice which forced this labour intensive and export orient-
ed unit almost to closure. However, if immediate remedy is made available to the pro-
ject by the financial institution, it could regain its role which it played from 1953 till
early 1995 particularly in less developed area of NWFP and in the export sector in gen-
eral. (Please refer to Note No. 9 for more clarification on the issue).
Regarding gratuity, the company provided full gratuity in the accounts. However
there is no precedent nor tendency for the company to suppose that there will be an
eventuality which will require the provision of gratuity to the extent of entire force at one
time. Therefore this is considered as a deferred liability adjustable in the next three
years, which is more realistic. Please refer note No. 12.2.
Note No. 10.2 keeping in view the useful life of the project depreciation on actual
utilization of plant is more realistic. Notes No. 11.1 and 14.1 have been explained in
detail for the matter of emphasis in the relevant notes to the accounts.
Regarding Note No. 15.1(b) on the complaint of the Company, the State
(Prosecution) lodged, criminal cases with the Courts of Law against former Karachi Ex-
Office Manager Mohammad Aslam and accomplices. Criminal and Civil cases are pend-
ing with Courts of Law and favourable decisions are expected.
FUTURE PROSPECTS
The next year's prospects are unpredictable. However if concerned authorities and
financial institutions adequately and timely act upon as per government policy and
incentive scheme, the situation referred earlier can be averted as the project is viable.
M/s Anjum Asim Shahid and Co., Chartered Accountants, have retired and being
eligible offer themselves for reappointment as auditors of the company.
Pattern of Shareholding annexed.
Your Directors thank the staff for their contribution.
RFPORT OF THE AUDITORS TO THE MEMBERS
OF (COLONY) SARHAD TEXTILE MILLS LIMITED
We have audited the annexed balance sheet of (Colony) Sarhad Textile Mills Limited as at
September 30, 1997 and the related profit and loss account and cash flow statement, togeth-
er with the notes forming part thereof, for the year then ended and we state that we have
obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit and have carried out the due verification there-
of:
1. in the absence of continuous financial support from financial institutions there is
doubt about the ability of the company to continue its operations as a going concern
2. the company has recognized certain liabilities comprising of provision for gratuity (Rs.
4.176 million) and excise duty (Rs. 9.346 million), however the provision for such lia-
bilities are being made over a period of three years through a charge to deferred cost
account instead of charging it in one year as explained in note 12.1 and 12.2
3. additional interest/fines amounting to Rs. 49.48 million charged by the State Bank of
Pakistan are shown under Debtors in note 14.2 and the corresponding and related
mark-up of Rs. 41.801 million levied by the agent bank included in other Receivable
referred to in note 15.1 (a) have not been accepted by the company and are shown as
recoverable in these financial statements; and
4. mark-up of Rs. 213.840 million payable to financial institutions, has not been provid-
ed in these financial statements referred to note 9. Had the provision been made in the
accounts the loss would have been higher by the same amount.
Except for the effects of the above and the contents of note # 15.1 (b) & 26.2 to the accounts
and without further qualifying our opinion, we draw attention to notes 10.2, 11.1 and 14.1
and report that:-
a) in our opinion, proper books of accounts 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;
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 explana-
tions given to us, and subject to the eventual outcome of the matter stated above
and adjustments, if any, which may be required when the above matter is ulti-
mately resolved, the balance sheet, profit and loss account and cash flow state-
ments 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 September
30, 1997 and of the loss and changes in cash flow position for the year then
ended; and
d) in our opinion no Zakat was deductible at source under the Zakat and Ushr
Ordinance, 1980.
ANJUM ASIM SHAHID & CO
Islamabad: March 4, 1998 Chartered Accountants
BALANCE SHEET AS AT SEPTEMBER 30, 1997
NOTE 1997 1996
(RUPEES) (RUPEES)
CAPITAL AND LIABILITIES
SHARE CAPITAL AND RESERVES
Share capital 3 40,000,000 40,000,000
Capital reserves 1,251,607 1,251,607
Accumulated loss (120,085,707) (98,205,240)
---------- ----------
(78,834,100) (56,953,633)
SURPLUS ON REVALUATION OF
FIXED ASSETS 4 318,277,984 318,277,984
LOANS AND DISPUTED LIABILITIES 5 - -
OBLIGATIONS UNDER FINANCE LEASE 6 372,011 1,363,427
DEFERRED LIABILITY FOR STAFF - -
RETIREMENT GRATUITY 4,821,490 4,814,639
CURRENT LIABILITIES
---------- ----------
Current maturity 1,242,896 503,079
Short term finance under mark-up
arrangements 7 9,242,713 -
Creditors, accrued and other
liabilities 8 73,002,844 66,448,749
Provision for disputed liabilities 9 334,711,523 334,218,935
---------- ----------
418,199,976 401,170,763
---------- ----------
662,837,361 668,673,180
========== ==========
The annexed notes form an integral part of these accounts
PROPERTY AND ASSETS
FIXED ASSETS - Tangible
Carrying value of fixed assets 10 427,095,606 431,491,291
CAPITAL WORK IN PROGRESS/
CAPITAL STORES 872,761 990,817
INVESTMENTS 11 5,000,000 5,000,000
DEFERRED COSTS 12 13,523,159 16,741,627
CURRENT ASSETS
Inventories 13 95,042,429 89,762,584
Trade debtors 14 54,951,947 55,598,010
Advances and other receivables 15 62,729,286 62,336,476
Deposits 16 1,175,108 1,175,108
Cash and bank balances 17 2,447,065 5,577,267
---------- ----------
216,345,835 214,449,445
---------- ----------
662,837,361 668,673,180
========== ==========
PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED
30TH SEPTEMBER, 1997
NOTE 1997 1996
(RUPEES) (RUPEES)
SALES 18 171,306,199 142,157,964
Cost of sales excluding
Depreciation 19 170,476,660 135,426,156
---------- ----------
Gross profit 829,539 6,731,808
OPERATING EXPENSES ---------- ----------
Administrative expenses 20 5,905,558 5,660,687
Selling and distribution expenses 21 207,824 112,640
---------- ----------
6,113,382 5,773,327
OPERATING (LOSS)/PROFIT ---------- ----------
BEFORE DEPRECIATION (5,283,843) 958,481
Other Income 22 214,870 443, 118
Profit / (loss) on sale of fixed assets 23 - 253,098
---------- ----------
(5,068,973) 1,654,697
Financial expenses 24 4, 187,351 3,564,587
---------- ----------
Loss for the year before depreciation (9,256,324) (1,909,890)
---------- ----------
Depreciation for the year l0 5,006,034 1,726,312
Deferred costs written off 12 6,761,579 5,580,543
Taxation - Current 856,531 -
---------- ----------
12,624,144 7,306,855
NET LOSS (21,880,467) (9,216,745)
Retained loss brought forward (98,205,240) (88,988,495)
Accumulated loss carried to balance sheet (120,085,707) (98,205,240)
---------- ----------
The annexed noted form an integral part of these accounts.
CASH FLOW STATEMENT
AS AT 30TH SEPTEMBER, 1997
1997 1996
A. Cash Flow from operating activities {RUPEES) {RUPEES)
Loss for the year after taxation {21,880,467) (9,216,745)
Adjustment for items not involving in ---------- ----------
movement of funds
Depreciation 5,006,034 1,726,312
Profit on sale of fixed assets - {253,098)
Amortization of deferred cost 6,761,579 5,580,543
Taxation 856,531 -
---------- ----------
12,624,144 7,053,757
Operating {loss) before working ---------- ----------
capital changes (9,256,323) (2,162,988)
{Increase)/decrease in current assets: ---------- ----------
Inventories (5,161,789) (1,023,716)
Trade debtors 646,063 1,062,529
Advances and other receivables (392,810) 4,299,022
---------- ----------
(4,908,536) 4,337,835
Increase/(decrease) in current liabilities ---------- ----------
Short term borrowings 9,481,708 288,033
Creditors, accrued and other liabilities 6,554,095 8,350,068
---------- ----------
16,035,803 8,638, 101
---------- ----------
Working capital changes 11,127,267 12,975,936
Taxes paid (856,53l) -
---------- ----------
Net cash inflow from operating activities 1,014,413 10,812,948
B. Cash flow from investing activities ---------- ----------
Purchase of operating fixed assets (610,349) (164,673)
Deferred costs (3,543,11l) (3,996,269)
Sale proceeds of fixed assets - 275,000
---------- ----------
Net cash {outflow) from investing activities {4,153,460) {3,885,942)
C. Cash flow from financing activities ---------- ----------
Adjustment of long term loan 253,593 (2,108,522)
Payment of lease obligations {251,599) {149,080)
Gratuity paid 6,851 (l,126,277)
---------- ----------
Net cash {outflow) from financing activities 8,845 (3,383,879)
Net cash (outflow)/inflow during
the year (A+B+C) (3,130,202) 3,543,127
Cash and cash equivalents at the
beginning of the year 5,577,267 2,034,140
Cash and cash equivalents at the ---------- ----------
end of the year 2,447,065 5,577,267