| Gulistan Spinning 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 Accounts |
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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
& CHIEF EXECUTIVE |
Mr. Abdul Shakoor |
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| DIRECTORS |
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Mr. Tanveer Ahmed |
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Mr. Naseer Ahmed |
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Mr. Mohammad Abdullah |
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Mr. N. R. Siddiqui |
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Mr. Mohammad Younus |
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Mr. Riaz Ahmed |
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| SECRETARY |
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Mr. Zamir Q. Siddiqui |
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| AUDITORS |
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Messrs Hameed Chaudhri
& Co. |
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Chartered Accountants, |
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Karachi. |
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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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JUMBER KHURD |
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TEHSIL CHUNNIAN |
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DISTRICT KASUR |
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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 12 NOON AT THE TOP FLOOR OF FINLAY HOUSE, I. I.
CHUNDRIGAR ROAD, |
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| KARACHI
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 |
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| the
Directors and Auditors Reports thereon. |
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| 3)
to appoint the Auditors of the Company for the year ending 30.9.89 and to fix
their remuneration. The present |
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| Auditors
Messrs Hameed Chaudhri and Company, Chartered Accountants being eligible for
appointment |
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| offered
them selves for reappointment. |
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| 4)
to consider any other business with the permission of the Chairman. |
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| Karachi: |
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By Order of the Board |
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| 8th
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 |
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| 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 |
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| Office
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 |
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| available
with the company. |
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| DIRECTORS'
REPORT TO THE SHARE HOLDERS |
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| We
welcome you to the 11th Annual General Meeting of the Company to review the
results of your Company for the |
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| year
ended 30.9.98. |
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| OPERATING
RESULTS: |
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| The
results of the Company in comparison to the preceding year are not
satisfactory. We have reported to you earlier |
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| as
well that due to the untimely rains particularly in the cotton growing area
the crop has been destroyed and increase |
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| in
trash reduced the yield. This has adversely effected the profitability of the
Company. In addition there had all along |
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| been
slump in the Export market due to the currency crisis in the Far Eastern
countries. As a result of low demand in |
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| the
foreign markets local sales increased. The local market is not quality
conscious as a consequence we could not get |
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| reasonable
return on our products. This has resulted in drop in sales and also in
profitability. During the year under |
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| review
the sales have come down to Rs. 454 Millions with a profit before tax of Rs.
1.9 Mls in comparison to the sales |
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| of
Rs. 488 Mls with a profit of Rs. 23.3 MIs. of the preceding year. The export
sales have come down to 59% than |
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| 90%
of the last year. Following are the result alongwith the recommendations of
your Directors for appropriation. |
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| Profit
for the year before tax |
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Rs. |
1,999,246 |
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| Provision
for taxation. |
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Rs. |
2,061,483 |
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| (Loss)
after taxation |
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|
Rs. |
(1,062,237) |
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| Unappropriated
Profit brought forward |
Rs. |
47,737,807 |
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| Available
surplus |
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|
Rs. |
46,675,570 |
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| Your
Directors therefore, recommend to pass over the dividend in the prevailing
circumstances as the textile industry |
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| is
passing through crisis due to high prices of cotton in the local market and
low return on our product both in the home |
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| and
foreign markets. It is therefore, in the interest of the company to maintain
a stable financial position for a secured, |
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| future. |
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| It
is explained for your knowledge that your Co. like others, on the advise of
Legal Advisers preferred Writ petitions on |
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| the
imposition of excise duty on the balances as on the close of each month. The
Court had been pleased to restrain |
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| the
recoveries and to the best of our knowledge all the petitions pending on this
point of law are clubbed together for |
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| hearing
and disposal by a single judgement. The amount of impunged excise duty on
loans/advances has, however |
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| been
shown as contingent liability in the account presented to you. It is further
explained that this duty on loans stand |
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| withdrawn
effective July, 97. |
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| The
present stock market prices of the shares are not reflective of their real
value which Insha Allah, on the economic |
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| revival,
for which the Govt, is all out, may improve hence no provisions has been made
in the accounts for diminution |
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| in
the value of shares. |
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| FUTURE
OUT LOOK: |
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| On
the basis of the Govt. statistical reports it was expected that the country
would produce about 11 Million bales. |
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| However,
the cotton arrival figures issued by Ginner Association indicate a drastic
reduction in it. Since the cotton |
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| production
is less than the requirement of cotton in the country hence the prices have
gone up. The price of local cotton |
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| is
more than the prices of cotton in the international market. Pakistani
spinners are therefore, facing real competition |
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| in
the foreign world particularly with their Indian counter-parts who are
assured to get cotton on much lesser rates. |
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| In
these circumstances apparently the future is gloomy and nothing can be
predicted with any amount of certainty. |
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| However,
your Directors are constantly reviewing the production planning and the cost
of production to improve |
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| profitability. |
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| YEAR
2000 COMPLIANCE OF COMPUTER SYSTEM: |
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| Your
Company has already taken appropriate steps to take care of year 2000
compliance of computer system. Our |
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| Software
system designed to operate in year 2000 environment and shall hopefully be
implemented soon. |
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| BREAK
UP VALUE AND EARNING PER SHARE: |
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| The
earning per share (EPS) for the current year comes to Rs. -0.10 as compared
to Rs. 0.55 for the preceding year. |
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| The
breakup value per shares at 30.9.98 Rs. 17.16 as compared to Rs. 17.27 as of
30.9.97. The drop in EPS and |
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| breakup
value is due to decrease in the profitability. |
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| BALANCING
MODERNIZATION AND REPLACEMENT: |
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| Improvement
is a continuous process. Your Directors take all possible steps to ensure
that your Units are equipped |
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| with
the modern machinery so that your product could with stand the quality
competition both in and out of the country. |
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| AUDITORS: |
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| M/s.
Hameed Chaudhri and Co. Chartered Accountants, being the auditors of the
Company, retire and have offered |
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| themselves
for reappointment for the year 1998-99. |
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| VOTE
OF THANKS: |
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| The
Board of Directors place on record its appreciation for the members of the
Staff for their devoted services. Our |
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| thanks
are also due to our bankers and other customers for their continued trust in
the affairs of the Company. |
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By Order of the Board |
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| KARACHI |
|
ABDUL SHAKOOR |
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| 8th
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 SPINNING MILLS LIMITED as
at 30 September, 1998 and |
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| the
related Profit and Loss Account and Cash Flow Statement, together with the
notes forming part thereof, for the |
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| year
then ended and we state that we have obtained all the information and
explanations which to the best of our |
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| know]edge
and belief were necessary 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 |
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| Ordinance,
1984. |
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| (b)
in our opinion: |
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|
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| (i)
the Balance Sheet and Profit and Loss Account together with the notes thereon
have been drawn up |
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| in
conformity with the Companies Ordinance, 1984 and are in agreement with the
books of account |
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| and
are further in accordance with accounting policies consistently applied.
Without qualifying our |
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| opinion,
we report that direct expenses incurred on sales have been re-classified and
explained in note |
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| 2.12; |
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| (ii)
the expenditure incurred during the year was for the purpose of the Company's
business; and |
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| (iii)
the business conducted, investments made and the expenditure incurred during
the year were in |
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| accordance
with the 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 |
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| Sheet,
Profit and Loss Account and the Cash Flow Statement, together with the notes
forming part thereof, |
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| give
the information required by the Companies Ordinance, 1984 in the manner so
required and, except for |
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| the
fact that provision for Central Excise Duty on short term finances, long term
finances and loans aggregating |
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| Rs.
11.206 million has not been made in these accounts (note 8.3) and the
contents of note 14.1 and the |
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| extent
to which these may affect the annexed accounts, respectively give a true and
fair view of the state of |
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| the
Company's affairs as at 30 September, 1998 and of the loss and cash flows for
the year then ended; and |
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| (d)
in our opinion, zakat deductible at source under the Zakat and Ushr
Ordinance, 1980 was deducted by the |
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| Company
and deposited subsequent to the balance sheet date in the Central Zakat Fund
established under |
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| Section
7 of that Ordinance. |
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|
HAMEED CHAUDHRI & CO. |
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|
CHARTERED ACCOUNTANTS |
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| LAHORE |
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| 8TH
MARCH, 1999 |
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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 AND RESERVES: |
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| Authorised
Capital |
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| 10,000,OOO
ordinary shares of |
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| Rs.
10/- each. |
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|
100,000,000 |
100,000,000 |
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|
========== |
========== |
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| Issued,
Subscribed and |
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| Paid-up
Capital |
|
3 |
100,000,000 |
100,000,000 |
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| Capital
Reserve |
|
4 |
25,000,000 |
25,000,000 |
|
| Unappropriated
profit |
|
|
46,675,570 |
47,737,807 |
|
|
|
|
---------- |
---------- |
|
|
|
|
171,675,570 |
172,737,807 |
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|
| LONG
TERM LOANS AND FINANCES |
|
5 |
37,490,266 |
41,507,190 |
|
| OBLIGATION
UNDER FINANCE LEASES |
|
6 |
14,393,722 |
2,703,415 |
|
| CUSTOM
DUTY PAYABLE |
|
|
452,212 |
452,212 |
|
| DEFERRED
LIABILITY FOR GRATUITY |
|
|
4,376,765 |
3,966,453 |
|
|
|
|
|
| CURRENT
LIABILITIES |
|
|
|
|
| Current
portion of long term liabilities |
7 |
10,709,484 |
12,072,559 |
|
| Short
term finances |
|
8 |
266,479,977 |
116,540,330 |
|
| Creditors,
accruals and other liabilities |
9 |
43,144,347 |
25,319,942 |
|
| Provision
for taxation |
|
10 |
- |
3,013,611 |
|
| Unclaimed
dividend |
|
|
494,775 |
946,141 |
|
| Proposed
dividend |
|
|
- |
10,OO0,O00 |
|
|
|
|
---------- |
---------- |
|
|
|
|
320,828,583 |
167,892,583 |
|
| CONTINGENCIES
AND COMMITMENTS |
|
11 |
- |
- |
|
|
|
|
---------- |
---------- |
|
|
|
|
|
549,217,118 |
389,259,660 |
|
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|
========== |
========== |
|
|
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|
| TANGIBLE
FIXED ASSETS |
|
|
|
|
|
|
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|
| Operating
Fixed Assets |
|
12 |
177,363,675 |
177,921,901 |
|
| Capital
Work-in-Progress |
|
13 |
7,260,250 |
4,008,022 |
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|
|
---------- |
---------- |
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|
|
|
184,623,925 |
181,929,923 |
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| LONG
TERM INVESTMENTS |
|
14 |
9,171,595 |
9,171,595 |
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| LONG
TERM DEPOSITS & |
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| DEFERRED
COSTS |
|
15 |
3,380,789 |
3,065,160 |
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| CURRENT
ASSETS |
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| Stores,
spares and loose tools |
|
16 |
5,127,061 |
6,584,027 |
|
| Stock
- in - trade |
|
17 |
39,687,618 |
19,955,451 |
|
| Trade
debtors |
|
18 |
111,491,679 |
59,777,882 |
|
| Advances,
deposits, prepayments |
|
|
|
| and
other receivables |
|
19 |
99,837,341 |
74,029,037 |
|
| Short
term investments |
|
20 |
2,495,901 |
2,217,981 |
|
| Cash
and bank balances |
|
21 |
93,401,209 |
32,528,604 |
|
|
|
|
---------- |
---------- |
|
|
|
|
|
352,040,809 |
195,092,982 |
|
|
|
|
---------- |
---------- |
|
|
|
|
549,217,118 |
389,259,660 |
|
|
|
|
========== |
========== |
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| The
annexed notes form an integral part of these accounts. |
|
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|
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|
CHIEF EXECUTIVE |
|
|
DIRECTOR |
|
|
ABDUL SHAKOOR |
|
|
NASEER AHMED |
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| PROFIT
AND LOSS ACCOUNT |
|
|
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| FOR
THE YEAR ENDED SEPTEMBER 30, 1998 |
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|
|
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|
1998 |
1997 |
|
|
Note |
Rupees |
Rupees |
|
|
|
|
|
| Sales - Net |
|
22 |
454,014,557 |
488,103,988 |
|
| Cost
of Sales |
|
23 |
400,748 598 |
414,761,709 |
|
| Gross
Profit |
|
|
53,265,959 |
73,342,279 |
|
| Administrative
and selling expenses |
24 |
7,958,023 |
8,260,741 |
|
| Operating
Profit |
|
|
45,307,936 |
65,081,538 |
|
| Other
Income |
|
25 |
9,848 |
877,471 |
|
|
|
|
---------- |
---------- |
|
|
|
|
45,317,784 |
65,959,009 |
|
|
|
|
|
|
| OTHER
CHARGES |
|
|
|
|
| Financial-net |
|
26 |
41,752,450 |
38,945,020 |
|
| Miscellaneous |
|
27 |
1,460,864 |
2,386,239 |
|
| Workers'
Profit Participation Fund |
|
|
105,224 |
1,237,255 |
|
|
|
|
---------- |
---------- |
|
|
|
|
43,318,538 |
42,568,514 |
|
|
|
|
---------- |
---------- |
|
| Profit
for the year before taxation |
|
1,999,246 |
23,390,495 |
|
|
|
|
|
|
| Provision
for Taxation |
|
|
|
|
| -
Current year |
|
|
|
2,362,735 |
4,682,674 |
|
| -
Prior year |
|
|
|
698,748 |
13,247,170 |
|
|
|
|
---------- |
---------- |
|
|
|
|
3,061,483 |
17,929,844 |
|
|
|
|
|
| (LOSS)/Profit
for the year after taxation |
|
(1,062,237) |
5,460,651 |
|
| Unappropriated
Profit- brought forward |
|
47,737,807 |
52,277,156 |
|
|
|
---------- |
---------- |
|
| Profit
available for appropriation |
|
46,675,570 |
57,737,807 |
|
| APPROPRIATION: |
|
|
|
| Proposed
dividend NIL (1997: @ 10%) |
|
- |
10,000,000 |
|
|
|
|
---------- |
---------- |
|
| Unappropriated
profit carried to balance Sheet |
|
46,675,570 |
47,737,807 |
|
|
|
|
========== |
========== |
|
|
| The
annexed notes form an integral part of these accounts. |
|
|
|
CHIEF EXECUTIVE |
|
DIRECTOR |
|
|
ABDUL SHAKOOR |
|
NASEER AHMED |
|
|
|
| CASH
FLOW STATEMENT |
|
| FOR
THE YEAR ENDED SEPTEMBER 30, 1998 |
|
|
|
|
1998 |
1997 |
|
|
Note |
Rupees |
Rupees |
|
|
|
|
| CASH
(OUTFLOW)/INFLOW FROM OPERATING |
|
| ACTIVITIES
- NOTE "A" |
|
(26,649,993) |
12,021,510 |
|
|
|
|
| CASH
FLOW FROM INVESTING ACTIVITIES |
|
|
|
|
| Tangible
fixed assets acquired [including leased assets |
|
| of
Rs. 9,925,000 (1997: Rs. 3,540,157) |
|
(20,910,O84) |
(12,914,873) |
|
| Sale
proceed of long term investments |
|
- |
134,100 |
|
| Insurance
claim of Vehicle |
|
- |
385,000 |
|
| Short
term investments - Net |
|
(277,920) |
4,533,869 |
|
| Interest
received |
|
21,655,723 |
7,076,724 |
|
| Dividend
received |
|
9,848 |
779,250 |
|
|
|
---------- |
---------- |
|
| NET
CASH INFLOW/(OUTFLOW) FROM INVESTING ACTIVITIES |
477,567 |
(5,930) |
|
|
|
|
|
|
| CASH
FLOW FROM FINANCING ACTIVITIES |
|
| Finances
under mark-up arrangements repaid |
|
- |
(387,662) |
|
| Demand
Finances repaid |
|
(5,767,734) |
- |
|
| Lease
finances repaid |
|
(1,938,752) |
(3,153,329) |
|
| Lease
finances obtained |
|
14,925,000 |
3,540,157 |
|
| Short
term finances - net |
|
149,939,647 |
19,509,533 |
|
| Dividend
paid |
|
(10,451,366) |
(6,553,859) |
|
| Custom
debentures |
|
(2,659,01 6) |
1,533,768) |
|
| Financial
charges paid |
|
(57,002,748) |
(35,747,955) |
|
|
|
|
---------- |
---------- |
|
| NET
CASH INFLOW/(OUTFLOW) FROM FINANCING ACTIVITIES |
87,045,031 |
(21,259,347) |
|
|
|
---------- |
---------- |
|
| NET
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS |
60,872,605 |
(9,243,767) |
|
| Cash
and cash equivalents |
|
|
| -
At the beginning of the year |
|
32,528,604 |
41,772,371 |
|
|
|
|
| Cash
and cash equivalents |
|
---------- |
---------- |
|
| - At the end of the year |
|
93,401,209 |
32,528,604 |
|
|
|
========== |
========== |
|
|
| The
annexed note "A" forms an integral part of these accounts. |
|
|
|
CHIEF EXECUTIVE |
|
DIRECTOR |
|
|
ABDUL SHAKOOR |
|
NASEER AHMED |
|
|
|
|
|
1998 |
1997 |
|
|
Note |
Rupees |
Rupees |
|
|
|
|
| NOTE 'A' |
|
|
|
| CASH
FLOW FROM OPERATING ACTIVITIES: |
|
| Profit
for the year before taxation |
|
1,999,246 |
23,390,495 |
|
| Adjustments
for: |
|
|
|
| Depreciation |
|
18,216,082 |
19,555,241 |
|
| Provision
for gratuity- net |
|
410,312 |
1,683,255 |
|
| Deferred
cost amortised |
|
717,334 |
1,317,333 |
|
| Gain
on sale of long term investments |
|
- |
(24,630) |
|
| Gain
on disposal of Vehicle |
|
- |
(73,591) |
|
| Financial
charges |
|
63,846,181 |
41,598,809 |
|
| Interest/Profit
on deposits and advances |
|
(25,410,905) |
(6,837,325) |
|
| Dividend
income |
|
(9,848) |
(779,250) |
|
|
|
|
---------- |
---------- |
|
| CASH
INFLOW FROM OPERATING ACTIVITIES - |
|
| BEFORE
WORKING CAPITAL CHANGES |
|
59,768,402 |
79,830,337 |
|
|
|
|
| (Increase)/decrease
in current assets: |
|
|
|
|
| Stores,
spares and loose tools |
|
1,456,966 |
780,439 |
|
| Stock-in-trade |
|
(19,732,167) |
(946,992) |
|
| Trade
Debtors |
|
(51,713,797) |
(40,065,376) |
|
| Advances,
deposits, prepayments and other |
|
|
|
| receivable
(excluding income tax and accrued interest) |
(22,053,122) |
(21,134,112) |
|
|
|
|
|
| Increase/(Decrease)in
creditors, accruals and |
|
|
|
| other
liabilities (excluding accrued financial charges) |
(12,731,782) |
(1,192,372) |
|
|
|
---------- |
---------- |
|
|
|
(79,310,338) |
(62,558,413) |
|
|
|
|
| CASH
(OUTFLOW)/INFLOW FROM OPERATING ACTIVITIES |
|
| -
Before Taxation |
|
(19,541,936) |
17,271,924 |
|
| Income
Tax Paid |
|
(6,075,094) |
(5,296,158) |
|
|
|
|
---------- |
---------- |
|
| CASH
(OUT FLOW)/INFLOW FROM OPERATING ACTIVITIES |
|
| -
After taxation |
|
(25,617,030) |
11,975,766 |
|
| Long
term deposits with leasing companies |
|
(1,032,963) |
45,744 |
|
|
|
---------- |
---------- |
|
| NET
CASH (OUT FLOW)/INFLOW FROM OPERATING ACTIVITIES |
(26,649,993) |
(12,021,510) |
|
|
|
|
========== |
========== |
|
|
|
CHIEF EXECUTIVE |
|
DIRECTOR |
|
|
ABDUL SHAKOOR |
|
NASEER AHMED |
|
|
|
| NOTES
TO THE ACCOUNTS |
|
| FOR
THE YEAR ENDED SEPTEMBER 30, 1998 |
|
|
| 1.
STATUS AND NATURE OF BUSINESS: |
|
| The
company was incorporated in Pakistan on 25th February, 1987 as a Public
Company and it is principally |
|
| engaged
in manufacture and sale of yarn. The company's shares are listed on Lahore
and Karachi Stock Exchanges. |
|
|
| 2.
SIGNIFICANT ACCOUNTING POLICIES: |
|
|
|
|
|
| 2.1
Accounting convention: |
|
|
|
| These
accounts have been prepared under the historical cost convention modified by
exchange rate |
|
| adjustments
as stated in notes 2.3 & 2.5. |
|
|
|
| 2.2
Staff retirement benefits: |
|
|
|
| The
Company operates an unfunded gratuity scheme for its eligible employees.
Provision is made annually |
|
| to
cover obligation under the scheme. |
|
|
|
|
|
| 2.3
Foreign currency translation: |
|
|
|
| Assets
and liabilities in foreign currencies are converted into Pak Rupees at
exchange rates ruling on the |
|
| balance
sheet date except where exchange rates have been booked which are translated
at the contracted |
|
| rates.
Exchange fluctuations and exchange risk coverage fee on principal loans are
transferred to cost of |
|
| assets
acquired out of the proceeds of such loans. All other exchange gains/losses
are taken to profit and |
|
| loss
account. |
|
|
|
|
| 2.4
Taxation: |
|
|
|
|
|
|
| Current |
|
