| Gulistan Textile Mills Limited |
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| Annual
Report 1998 |
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| CONTENTS |
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| Board
of Directors |
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| Notice
of Meeting |
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| Directors'
Report |
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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 Account |
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| Schedule
of Fixed Assets |
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| Pattern
of Share Holding |
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| BOARD
OF DIRECTORS |
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| CHAIRMAN |
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Mr. Abdul Shakoor |
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| CHIEF
EXECUTIVE |
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Mr. Naseer Ahmed |
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| DIRECTORS |
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Mr. Tanveer Ahmed |
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Mr. Mohammad Abdullah |
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Mr. Talib H. Rizvi |
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Mr. Riaz Ahmed |
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Mr. N. R. Siddiqui |
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| SECRETARY |
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Mr. Zamir Q. Siddiqui |
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| AUDITORS |
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Hameed Chaudhri & Co. |
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Chartered Accountants, |
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| TAX
CONSULTANTS |
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Mushtaq & Co. |
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Chartered Accountants |
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| BANKERS |
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United Bank Limited |
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| REGISTERED
OFFICE |
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2nd Floor, Finlay House, |
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I. I. Chundrigar Road, |
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Karachi. |
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| MILLS |
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| Unit I |
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Samasatta |
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| Unit
II & III |
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Tibba Sultanpur |
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| Unit IV |
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Feroz Watwan |
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| NOTICE
OF THE ANNUAL GENERAL MEETING |
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| NOTICE
IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF THE
COMPANY WILL |
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| BE
HELD ON 30TH MARCH 1999 AT 9.00 A.M. AT THE TOP FLOOR OF FINLAY HOUSE, I. I.
CHUNDRIGAR ROAD, KARACHI |
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| TO
TRANSACT THE FOLLOWING BUSINESS:- |
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| 1)
to confirm the minutes of the preceding meeting of the shareholders of the
company. |
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| 2)
to receive consider and adopt the Audited Accounts of the Company for the
year ended 30.9.98 together with the |
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| Directors
and Auditors Reports thereon. |
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| 3)
to appoint the Auditors of the Company for the year ending 30.9.99 and to fix
their remuneration. The present Auditors |
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| Messrs
Hameed Chaudhri and Company, Chartered Accountants being eligible for
appointment offered them selves for |
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| reappointment. |
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| SPECIAL
BUSINESS:- |
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| To
adopt the following resolution with or without any modification:- |
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| "Resolved
that the remuneration to be paid to any Director for attending a meeting of
the Board of Directors or a committee of |
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| Directors
be enhanced and fixed at Rs. 2000/-. |
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| 4)
any other matter with the permission of the Chairman. |
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By Order of the Board |
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| Karachi: |
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| 6th
March, 1999 |
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|
Company Secretary |
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| NOTES:- |
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| 1)
The Register of the Members of the company will remain closed from 28.3.99 to
30.3.1999 (both days inclusive). |
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| 2)
Proxies in order to be effective must be received duly complete in all
respects by the Company at the Registered Office |
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| not
less than 48 hours before the time for holding the meeting. |
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| 3)
Share holders are requested to notify us immediately for any change in their
registered address currently available with |
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| the company. |
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| Statement
under Section 160 of the Ordinance for special resolution:- |
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| The
present fee payable to a Director for attending a meeting of the Board of
Directors or a Committee of Director of |
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| Rs.
500/- was fixed several year back. In view of the inflation it is deemed
necessary that this fee be increased from Rs. 500/- |
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| to
Rs. 2000/- for attending a meeting. The Directors shall be entitled to
payment of such fee only on attending such meetings. |
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| DIRECTORS'
REPORT TO THE SHARE HOLDERS |
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| Dear
Shareholders, |
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| Assalam-o-Alaikum, |
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| Your
Directors take pleasure in welcoming you to the 32nd Annual General Meeting
of the Company and present the following |
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| report:- |
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| OPERATIVE
RESULTS: |
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| As
reported in our half yearly report. the first half was a difficult period due
to economic crisis in the Far Eastern Countries. The |
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| gross
profit had dropped due to depressed sale prices and lower yield as the
quality of cotton was destroyed due to untimely rains. |
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| However
the sale prices were improved in the second half of the year under review as
a result of better exchange rates. The total |
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| sales
improved to Rs. 1.912 billion as compared to Rs. 1.861 billion of the
preceding year. The net profit before tax at Rs. 30.083 |
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| Million
is however, reduced than the profitability of Rs. 58.192 Million of the
preceding year. The drop in profitability is mainly due |
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| to
lower selling prices of our product, the increase in selling expenses, lower
dividend income and high financial expenses. |
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| Following
are the key financial numbers:- |
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| Sales- Net |
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Rs. |
1,912,417,067 |
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| Gross Profit |
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Rs. |
256,104,933 |
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| Profit
before taxation |
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Rs. |
30,082,700 |
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| Profit
after taxation |
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Rs. |
21,018,254 |
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| Un
-appropriated Profit b/f |
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Rs. |
66,894,818 |
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| Un-appropriated
Profit c/f. |
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Rs. |
87,913,072 |
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| Your
Directors recommend to pass over the dividend in the prevailing circumstances
as the textile industry is passing through |
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| difficult
period due to high prices of cotton. It is therefore in the interest of the
Company to maintain a stable financial base for |
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| secured
future. |
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| Your
Company paid the exchange risk fee to avoid exchange losses as our currency
is fluctuating very rapidly. Exchange loss |
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| is
an allowable capital expenditure hence any expenditure incurred to avoid this
loss should also be treated accordingly. Without |
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| the
exchange booking the loss of fluctuation would have been much more hence we
have capitalized exchange risk fee in the |
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| respective
assets accounts according to our past accounting policy. |
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| Your
Company had invested in the shares of good performing quoted companies and it
was the intention of your Directors to |
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| disinvest
it during the current year. It is relevant to bring to your notice that due
to depressed stock market position the value of |
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| these
share was diminished as on 30-09-1998 but the present stock market is not
reflective of the real value of the shares and |
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| hence
the Directors decided that provision for diminution in the value of shares is
not necessary. |
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| FUTURE
OUTLOOK: |
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| Cotton
crop was estimated at 11 million bales for the year 1998-99. On the basis of
this estimation the Govt. have allowed export |
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| of
raw cotton. However, the size of the crop has been reduced to 7.5 Million
bales according to the arrival figure of ginning |
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| factories.
Requirement of cotton by the textile industry is estimated to be about 9 mls.
bales which means a deficit of 1.5 million |
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| bales.
Apprehending the shortage of cotton crop the textile industry out of panic
commenced purchasing which resulted in the |
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| increase
in prices. Presently the cost of local cotton is more than the cost of cotton
in international markets. The Govt. therefore |
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| may
take remedial measures to save the cotton crop from pest attack which is
reducing its size each year. Your Directors are |
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| making
all possible efforts to improve the profitability under the prevailing
circumstances when the prices of yarn in the foreign |
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| market
are reducing down and we have to compete with our counterparts particularly
India which is getting cotton on much lesser |
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| a
cost than ours. This we hope would be possible by diversifying the spinning
of yarn of different counts more in demand and |
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| fetching
better prices. |
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| POWER
GENERATION: |
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| As
earlier reported your Unit NO. IV in Ferozewatwan Distt. Sheikhupura is
acquiring the power from its associated Co. Gulistan |
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| Power
Generations Limited. In satisfaction to the policy of your company we have
acquired 4 Gas Engines on lease finance which |
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| have
been installed in your Unit No. 1 at Samasatta, Distt. Bahawalpur and are in
operation since May, 1998. |
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| Efforts
are being made to get the Gas connection from the concerned authorities for
our Unit No. II and III at Tibba Sultanpura |
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| Distt.
Vehari. On approval of the Gas connection from the concerned authorities Gas
Engine will be acquired for installation in |
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| these
units as well. Self power generation reduce the cost of power in comparison
to the cost payable to WAPDA. |
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| YEAR
2000 COMPLIANCE OF COMPUTER SYSTEM: |
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| You
company has taken adequate measures to ensure that the computer system remain
operative in year 2000 and beyond. |
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| BALANCING
MODERNIZATION AND REPLACEMENT: |
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| Out
of 32 old Ring Frames we are operating only 14 Ring Frames for producing
coarse yarn and rest are non operative pending |
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| replacement.
The Management as reported in last year's report intend to gradually replace
these old ring frames but could not |
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| as
yet do so due to non-availability of long term finances at lower Mark-up
Rate. In the current economic scenario every |
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| investment
must necessarily be well guarded. |
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| Your
Directors are fully aware of the need of continuous balancing and
modernization of the Plant. |
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| BREAK-UP
VALUE AND EARNINGS PER SHARE: |
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| The
break-up value of your share at 30-09-98 was Rs. 63.10 as compared to Rs.
61.43 of last year and the earnings per share |
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| for
the year under review was Rs. 1.66 as compared to Rs. 3.85 last year. |
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| PATTERN
OF SHAREHOLDING: |
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| Statement
showing pattern of shareholding as on 30-9-98 is enclosed. |
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| APPOINTMENT
OF AUDITORS: |
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| The
Auditors of the Company M/s. Hameed Chaudhri & Co. Chartered Accountants
retire and re-offer their services for the year |
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| 1998-99
being eligible for such appointment. |
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| THANKS: |
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| On
behalf of the Board appreciation and thanks are placed on record for
dedicated services rendered by the employees and |
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| assistance
and cooperation extended by the Banks and financial institutions. |
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BY ORDER OF THE BOARD |
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| Karachi: |
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NASEER AHMED |
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| 6th
March, 1999 |
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CHIEF EXECUTIVE |
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| AUDITORS'
REPORT TO THE MEMBERS |
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| We
have audited the annexed balance sheet of GULlSTAN TEXTILE MILLS LIMITED as
at 30 September, 1998 and the related |
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| profit
and loss account and cash flow statement, together with the notes forming
part thereof, for the year then ended and we |
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| state
that we have obtained all the information and explanations which to the best
of our knowledge and belief were necessary |
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| for
the purposes of our audit and, after due verification thereof, we report
that: |
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| (a)
in our opinion, proper books of account have been kept by the company as
required by the Companies Ordinance, |
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| 1984; |
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|
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| (b)
in our opinion: |
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| (i)
the balance sheet and profit and loss account together with the notes thereon
have been drawn up in conformity with |
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| the
Companies Ordinance, 1984 and are in agreement with the books of account and
are further in accordance with |
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| accounting
policies consistently applied; |
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|
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| (ii)
the expenditure incurred during the year was for the purpose of Company's
business; and |
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|
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| (iii)
the business conducted, investment made and expenditure incurred during the
year were in accordance with the |
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| objects
of the Company; |
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| (c)
in our opinion and to the best of our information and according to the
explanations given to us, the balance sheet, |
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| profit
and loss account and cash flow statement, together with the notes forming
part thereof, give the information |
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| required
by the Companies Ordinance, 1984 in the manner so required and, except
providing for diminution in value |
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| of
investments (refer Note No. 23.3), and compliance with the requirements of
International Accounting Standards |
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| (IAS)
as explained in Note No. 15.4 and to the extent to which these may affect the
annexed accounts, respectively |
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| give
a true and fair view of the state of the Company's affairs as at 30
September, 1998 and of the profit and cash |
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| flows
for the year then ended; and |
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|
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| (d)
in our opinion, zakat deductible at source under Zakat and Ushr Ordinance,
1980 was deducted by the Company and |
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| deposited
in the Central Zakat Fund established under section 7 of that Ordinance. |
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| Without
qualifying our opinion we report that direct expenses incurred on sales have
been reclassified as explained in Note 2.12, |
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| and
we also report that the ultimate outcome of the matter explained in Note 14.2
is dependent upon the decision of the court. |
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|
| KARACHI |
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|
HAMEED CHAUDHRI & CO. |
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| 6th
March, 1999 |
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|
CHARTERED ACCOUNTANTS |
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| BALANCE
SHEET AS AT SEPTEMBER 30, 1998 |
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1998 |
1997 |
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|
Note |
Rupees |
Rupees |
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| SHARE
CAPITAL & RESERVES |
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| SHARE
CAPITAL |
|
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|
| Authorised |
|
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|
| 15,000,000
Ordinary shares of Rs. 10/- each |
|
150,000,000 |
150,000,000 |
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|
========== |
========== |
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| Issued,
subscribed & paid up |
|
3 |
126,360,000 |
126,360,000 |
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| RESERVES |
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| Share
Premium |
|
4 |
379,080,000 |
379,080,000 |
|
| General
Reserves |
|
|
203,921,394 |
203,921,394 |
|
| Unappropriated
Profit |
|
|
87,913,072 |
66,894,818 |
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|
|
|
---------- |
---------- |
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|
|
|
|
670,914,466 |
649,896,212 |
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|
---------- |
---------- |
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|
797,274,466 |
776,256,212 |
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| REDEEMABLE
CAPITAL |
|
5 |
10,073,329 |
58,609,603 |
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| LONG
TERM LOANS |
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6 |
188,431,243 |
154,785,282 |
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| OBLIGATION
UNDER FINANCE LEASE |
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7 |
128,268,091 |
57,151,052 |
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| DEFERRED
LIABILITY |
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| Provision
for gratuity |
|
16,788,497 |
14,054,709 |
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| Custom
duty payable |
|
1,260,260 |
1,260,260 |
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| CURRENT
LIABILITIES |
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| Short
term loans |
|
8 |
945,282,828 |
743,963,179 |
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| Postshipment
Loans |
|
9 |
252,850,554 |
- |
|
| Current
maturity of long term liabilities |
10 |
77,869,758 |
81,127,701 |
|
| Creditors,
Provision, accrued charges |
|
11 |
251,751,353 |
236,965,914 |
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| &
other liabilities |
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|
|
|
| Workers'
profit participation fund |
|
12 |
1,629,535 |
3,310,238 |
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| Provision
for taxation |
|
|
19,339,530 |
9,500,000 |
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| Dividend |
|
13 |
252,892 |
21,049,646 |
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|
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|
---------- |
---------- |
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|
|
|
1,548,976,450 |
1,095,916,678 |
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| CONTINGENT
LIABILITIES/COMMITMENTS |
|
14 |
---------- |
---------- |
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|
|
|
2,691,072,336 |
2,158,033,796 |
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|
========== |
========== |
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| The
annexed notes form an integral part of these accounts. |
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|
1998 |
1997 |
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Note |
Rupees |
Rupees |
|
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| FIXED ASSETS |
|
|
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| At
cost less depreciation |
|
15 |
852,042,926 |
682,794,849 |
|
| CAPITAL
WORK-IN-PROGRESS |
|
16 |
12,779,059 |
57,846,295 |
|
| INVESTMENT
- SHARES |
|
17 |
337,188,202 |
337,188,202 |
|
| INVESTMENT
- IMMOVABLE PROPERTY |
|
18 |
33,463,247 |
33,463,247 |
|
| DEFERRED
COST |
|
19 |
187,928 |
2,169,823 |
|
|
|
|
|
| CURRENT
ASSETS |
|
|
|
| Stores
& Stock |
|
20 |
331,065,110 |
283,730,844 |
|
| Trade
debts/bills receivable Unsecured considered good |
21 |
476,784,657 |
206,541,570 |
|
| Rebate
receivable |
|
|
9,334,172 |
4,815,882 |
|
| Sales
Tax Refundable |
|
|
26,629,344 |
- |
|
| Advances,
deposits, prepayments & other receivable |
22 |
323,719,307 |
270,270,598 |
|
| Short
Term Investments |
|
23 |
65,804,320 |
60,559,891 |
|
| Margin
Deposit with banks |
|
|
4,967,450 |
2,719,450 |
|
| Cash
& Bank balances |
|
24 |
217,106,614 |
215,933,145 |
|
|
|
|
---------- |
---------- |
|
|
|
|
|
1,455,410,974 |
1,044,571,380 |
|
|
|
|
---------- |
---------- |
|
|
|
|
2,691,072,336 |
2,158,033,796 |
|
|
|
|
========== |
========== |
|
|
|
NASEER AHMED |
|
|
TANVEER AHMED |
|
|
CHIEF EXECUTIVE |
|
|
DIRECTOR |
|
|
|
|
| PROFIT
AND LOSS ACCOUNT |
|
| FOR
THE YEAR ENDED SEPTEMBER 30, 1998 |
|
|
|
|
1998 |
1997 |
|
|
Note |
Rupees |
Rupees |
|
|
|
|
| SALES - Net |
|
25 |
1,912,417,067 |
1,860,798,161 |
|
| COST
OF SALES |
|
26 |
1,656,312,134 |
1,609,967,086 |
|
|
|
|
---------- |
---------- |
|
| GROSS PROFIT |
|
|
256,104,933 |
250,831,075 |
|
|
|
|
|
|
| OPERATING
EXPENSES |
|
|
| Administrative |
|
27 |
24,731,123 |
23,005,950 |
|
| Selling |
|
28 |
7,904,414 |
5,823,589 |
|
|
|
|
---------- |
---------- |
|
|
|
|
32,635,537 |
28,829,539 |
|
|
|
|
---------- |
---------- |
|
| OPERATING
PROFIT |
|
|
223,469,396 |
222,001,536 |
|
| MISCELLANEOUS
REVENUE |
|
29 |
13,339,237 |
17,945,555 |
|
|
|
|
---------- |
---------- |
|
|
|
|
236,808,633 |
239,947,091 |
|
|
|
|
|
|
| FINANCIAL
& OTHER CHARGES |
|
|
| Financial |
|
30 |
198,468,983 |
176,692,781 |
|
| Other
Charges |
|
31 |
8,256,950 |
5,061,907 |
|
|
|
|
---------- |
---------- |
|
|
|
206,725,933 |
181,754,688 |
|
|
|
---------- |
---------- |
|
| PROFIT
FOR THE YEAR BEFORE TAXATION |
|
30,082,700 |
58,192,403 |
|
|
|
---------- |
---------- |
|
| PROVISION
FOR TAXATION - CURRENT |
|
9,800,000 |
95,000,001 |
|
| PRIOR YEAR |
|
(735,554) |
- |
|
|
|
|
---------- |
---------- |
|
|
|
9,064,446 |
9,500,000 |
|
|
|
|
|
| PROFIT
FOR THE YEAR AFTER TAXATION |
|
21,018,254 |
48,692,403 |
|
| PRIOR
YEAR TAXATION |
|
- |
(39,975,637) |
|
| UNAPPROPRIATED
PROFIT BROUGHT FORWARD |
|
66,894,818 |
77,132,052 |
|
|
|
---------- |
---------- |
|
| AVAILABLE
SURPLUS: |
|
87,913,072 |
85,848,818 |
|
| Proposed
Dividend NIL (1997: 15%) |
|
- |
18,954,000 |
|
|
|
---------- |
---------- |
|
| UNAPPROPRIATED
PROFIT RETAINED |
|
87,913,072 |
66,894,818 |
|
|
|
========== |
========== |
|
|
|
|
|
| The
annexed notes form an integral part of these accounts. |
|
|
|
NASEER AHMED |
|
|
TANVEER AHMED |
|
|
CHIEF EXECUTIVE |
|
|
DIRECTOR |
|
|
|
| CASH
FLOW STATEMENT |
|
| FOR
THE YEAR ENDED SEPTEMBER 30, 1998 |
|
|
|
|
1998 |
1997 |
|
|
Note |
Rupees |
Rupees |
|
|
|
|
| NET
CASH (OUTFLOW)/INFLOW FROM OPERATING ACTIVITIES |
A |
(80,663,788) |
251,251,642 |
|
|
|
|
|
| Returns
on Investment and Servicing of finance |
|
| Mark-up/
Interest paid |
|
(230,824,046) |
(213,302,201) |
|
| Finance
charges on leased assets |
|
(21,279,409) |
(15,878,817) |
|
| Zakat paid |
|
|
(139,974) |
(588,743) |
|
| Dividend
paid |
|
(20,796,754) |
(4,274,113) |
|
| Interest
received on advances to associated undertakings |
18,300,108 |
1,945,188 |
|
| Interest
paid on advances from associated undertakings |
|
(17,110,308) |
(4,105,903) |
|
| Interest
Income others |
|
10,349,151 |
11,425,272 |
|
| Dividend
received |
|
10,466,535 |
14,351,260 |
|
| Profit/return
on deposits and investments |
|
40,389,163 |
19,611,505 |
|
|
|
---------- |
---------- |
|
| Net
cash outflow from investments and servicing of finance |
(210,645,536) |
(190,816,652) |
|
|
|
|
| Taxation |
|
|
|
| Taxes
paid (including deducted at source) |
|
(17,613,953) |
(29,075,403) |
|
|
|
|
| Investing
Activities |
|
|
|
| Fixed
capital expenditure |
|
(62,536,515) |
(84,973,054) |
|
| Sale
proceeds of fixed assets |
|
5,837,000 |
4,521,524 |
|
| Sale
proceeds of investments |
|
- |
269,100 |
|
|
|
---------- |
---------- |
|
| Net
cash outflow from investing activities |
|
(56,699,515) |
(80,182,430) |
|
|
|
---------- |
---------- |
|
| Net
cash outflow before financing activities |
|
(365,622,792) |
(48,822,843) |
|
|
|
|
|
| Financing
activities |
|
|
|
| Redeemable
capital received |
|
|
- |
60,000,000 |
|
| Long
term loan |
|
|
49,015,000 |
89,507,000 |
|
| Increase
in short term finances |
|
|
458,440,349 |
136,590,539 |
|
| Debentures/Customs
duty paid |
|
|
(155,866) |
- |
|
| Repayment
of redeemable capital & loans |
|
|
(80,289,595) |
(78,305,052) |
|
| Repayment
of obligation under finance leases |
|
(52,182,574) |
(35,541,299) |
|
|
|
|
---------- |
---------- |
|
| Net
cash inflow from financing activities |
|
374,827,314 |
172,231,188 |
|
|
|
|
---------- |
---------- |
|
| Increase
in cash & cash equivalents |
|
B |
9,204,522 |
123,428,345 |
|
|
|
|
========== |
========== |
|
|
|
NASEER AHMED |
|
|
TANVEER AHMED |
|
|
CHIEF EXECUTIVE |
|
|
DIRECTOR |
|
|
|
|
|
|
1998 |
1997 |
|
|
Note |
Rupees |
Rupees |
|
|
|
|
|
|
| A.
Net cash inflow from operating activities |
|
| Operating
profit before taxation |
|
30,082,700 |
58,192,403 |
|
| Depreciation |
|
71,488,921 |
65,255,797 |
|
| Gain
on sale of investment |
|
- |
(49,437) |
|
| Dividend
Income |
|
(10,964,317) |
(14,351,260) |
|
| Profit
on sale of fixed assets |
|
(2,388,429) |
(3,781,688) |
|
| Loss
on sale & leaseback of assets |
|
- |
236,830 |
|
| Exchange
(loss)/gain |
|
12,810 |
(137,154) |
|
| Provision
for gratuity (net) |
|
2,733,788 |
783,787 |
|
| Deferred
cost amortized |
|
744,534 |
744,532 |
|
| Quota
amortized |
|
1,113,669 |
- |
|
| Financial
expenses |
|
177,049,600 |
160,225,121 |
|
| Finance
charges on leased assets |
|
21,279,409 |
15,878,917 |
|
| Zakat |
|
139,974 |
588,743 |
|
|
|
|
---------- |
---------- |
|
| Profit
before working capital changes |
|
291,292,659 |
283,586,591 |
|
|
|
|
|
|
| (Increase)/Decrease
in current assets |
|
|
