| Kohinoor Raiwind Mills Limited |
|
|
|
|
|
|
|
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|
|
|
| Annual
Report 1998 |
|
|
|
| CONTENTS |
|
|
| Company
Information |
|
| Notice
of Meeting |
|
| Directors'
Report |
|
| Pattern
of Holding of the Shares |
|
| Auditors'
Report |
|
| Balance
Sheet |
|
| Profit
and Loss Account |
|
| Cash
Flow Statement |
|
| Notes
to the Accounts |
|
|
|
| COMPANY
INFORMATION |
|
|
| BOARD
OF DIRECTORS |
|
| MR.
TAUFIQUE SAYEED SAIGOL |
Chairman |
|
| MR.
ASAD FAYYAZ SHEIKH |
|
Chief Executive |
|
| MR.
SAYEED TARIQ SAIGOL |
|
| MR.
SARMAD AMIN |
|
| MR.
USMAN SAID |
|
| MR.
ZAKIR MUHAMMAD QURESHI |
|
| MR.
MANSUR ALY MALIK |
|
|
| COMPANY
SECRETARY |
|
| MR.
MUHAMMAD ASHRAF |
|
|
| AUDITORS |
|
| M/S.
HAMEED CHAUDHRI & CO. |
|
| Chartered
Accountants |
|
|
| BANKERS |
|
| ASKARI
COMMERCIAL BANK LIMITED |
|
| MUSLIM
COMMERCIAL BANK LIMITED |
|
| PRIME
COMMERCIAL BANK LIMITED |
|
| GULF
COMMERCIAL BANK LIMITED |
|
| UNION
BANK LIMITED |
|
| THE
BANK OF PUNJAB |
|
|
| REGISTERED
OFFICE |
|
| 42
- LAWRENCE ROAD, |
|
| LAHORE. |
|
| TEL:
6302261 - 6302262 |
|
| FAX:
92 - 042 - 6368721 |
|
|
| MILLS |
|
| 8TH
KILOMETRE, MANGA RAIWIND ROAD, |
|
| DISTT.
KASUR. |
|
| TEL:
04951 - 391941-45 |
|
| FAX:
04951 - 391947 |
|
|
|
| NOTICE
OF ANNUAL GENERAL MEETING |
|
|
| Notice
is hereby given that the Seventh Annual General Meeting of the members of KOHINOOR |
|
| RAIWlND
MILLS LIMITED will be held on Friday, March 26, 1999 at
10.30 a.m. at its registered office, |
|
| 42-Lawrence
Road, Lahore, to transact the following business · |
|
|
| ORDINARY
BUSINESS |
|
|
| 1.
To confirm the minutes of the previous Extra-Ordinary General Meeting held on
December 15, |
|
| 1998. |
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|
|
|
|
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| 2.
To receive, consider and adopt the audited accounts of the Company for the
year ended |
|
| September
30, 1998 together with the Auditors' and Directors' reports thereon. |
|
|
|
|
| 3.
To approve the payment of final cash dividend @ Rs. 2.25 per share of Rs.
10/- each (22.5%), for |
|
| the
year ended September 30, 1998, as recommended by the Directors. |
|
|
|
|
| 4.
To appoint Auditors for the year ending September 30, 1999 and fix their
remuneration. |
|
| M/s
Hameed Chaudhri & Co., Chartered Accountants, the retiring auditors,
being eligible offer |
|
| themselves
for re-appointment. |
|
|
|
| 5.
To transact any other business with the permission of the Chair. |
|
|
| SPECIAL
BUSINESS: |
|
| To
consider and pass the following resolution as special resolution with or
without amendment: |
|
|
| Special
Resolution: |
|
| "Resolved
that consent and approval of the Company be and is hereby accorded under
Section 208 of |
|
| the
Companies Ordinance, 1984 for equity investment upto Rs. 15,000,000/- in
Kohinoor Genertek |
|
| Limited,
an associated Company, through time to time purchase of shares of Rs. 10/-
each at prevailing |
|
| market
price on the Stock Exchange. It is further resolved that the Chief Executive
of the Company be |
|
| and
is hereby authorised to negotiate and to take any and all actions required to
invest/disinvest the |
|
| above
said shares as and when deemed fit." |
|
|
|
|
|
BY ORDER OF THE BOARD, |
|
|
|
|
|
| LAHORE: |
|
|
(MUHAMMAD ASHRAF) |
|
| March
04, 1999. |
|
|
|
Company Secretary |
|
|
|
|
|
| STATEMENT
UNDER SECTION 160 (1) (b) OF THE COMPANIES ORDINANCE, 1984 |
|
|
| Kohinoor
Genertek Limited (KGL) is a Public Limited Company listed on the Karachi and
Lahore Stock |
|
| Exchanges.
Its authorised capital is Rs. 300 million (Rupees three hundred million) with
subscribed and |
|
| paid
up capital of Rs. 163 million. The production facilities of KGL are located
at 8th K.M. Manga Raiwind |
|
| Road,
Distt. Kasur and its Registered Office is situated at 42-Lawrence Road,
Lahore. KGL is engaged in |
|
| generation
and supply of electricity. The Company intends to make investment upto Rs.
15,000,000/-. |
|
| Mr.
Taufique Sayeed Saigol, Mr. Asad Fayyaz Sheikh, Mr. Sayeed Tariq Saigol, Mr.
Sarmad Amin and Mr. |
|
| Usman
Said are the common Directors on the Boards of both the Companies. The
Directors of the |
|
| Company
have no other interest except that they are Shareholders/common Directors.
Internal cash |
|
| generations
from the profitable operations of the Company are very encouraging and funds
will be |
|
| available
with the Company to finance the proposed investment. While this is expected
to be a long term |
|
| investment,
it will remain under constant appraisal in light of the prevailing market
conditions and may |
|
| be
disinvested as and when deemed fit in the interest and benefit of the
Company. The Company |
|
| expects
substantial capital gain and dividend income from this investment in the
years ahead. The copy |
|
| of
Memorandum and Articles of Association of KGL has been kept at the Registered
Office of the |
|
| Company
which can be inspected from 09.00 a.m. to 11.00 a.m. upto March 25, 1999. |
|
|
| NOTES: |
|
|
| 1.
The share transfer books of the Company shall remain closed from March 19,
1999 to March 26, |
|
| 1999
(both days inclusive) and no transfer will be accepted during this period.
The members |
|
| whose
names appear in the register of members as at the close of business on March
18, 1999 will |
|
| qualify
for the payment of cash dividend. |
|
|
|
| 2.
A member entitled to vote at this meeting is entitled to appoint another
member as proxy. Proxies |
|
| in
order to be effective must be received at 42-Lawrence Road, Lahore, the
Registered Office of the |
|
| Company
not less than 48 hours before the meeting and must be duly stamped, signed
and |
|
| witnessed. |
|
|
| 3.
Shareholders are requested to promptly notify the Company of any change in
their addresses. |
|
|
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
|
| We
have audited the annexed Balance Sheet of "KOHINOOR RAIWIND MILLS
LIMITED" as at 30 |
|
| September,
1998 and the related Profit and Loss Account and Cash Flow Statement,
together 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, 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
except for the change in the policy for valuing investments as stated in note
2.13 |
|
| with
which we concur; |
|
|
|
|
| ii)
the expenditure incurred during the year was for the purpose of the Company's
business; and |
|
|
| 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
explanations given to us, |
|
| the
Balance Sheet, Profit and Loss Account and the 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 Company's |
|
| affairs
as at 30 September, 1998 and of the profit and cash flows for the year then
ended; and |
|
|
| d)
in our opinion, no Zakat was deductible at source under the Zakat and Ushr
Ordinance, 1980. |
|
|
| Lahore: |
|
|
|
(HAMEED CHAUDHRI & CO.) |
|
| Date:
February 24, 1999. |
|
|
CHARTERED ACCOUNTANTS |
|
|
|
|
|
|
|
| PATTERN
OF SHARES HELD BY THE SHAREHOLDERS |
|
| AS
AT SEPTEMBER 30, 1998 |
|
|
| NO. OF |
SHAREHOLDING |
TOTAL |
|
| SHAREHOLDERS |
FROM |
TO |
SHARES HELD |
|
|
| 8 |
1 |
100 |
350 |
|
| 1,232 |
101 |
500 |
616,000 |
|
| 12 |
501 |
1,000 |
12,000 |
|
| 14 |
1,001 |
5,000 |
35,500 |
|
| 1 |
20,001 |
25,000 |
25,000 |
|
| 1 |
45,001 |
50,000 |
50,000 |
|
| 1 |
95,001 |
100,000 |
100,000 |
|
| 1 |
1,245,001 |
1,250,000 |
1,250,000 |
|
| 2 |
1,620,001 |
1,625,000 |
3,249,250 |
|
| 1 |
1,675,001 |
1,680,000 |
1,679,400 |
|
| 1 |
6,980,001 |
6,985,000 |
6,982,500 |
|
| ---------- |
|
---------- |
---------- |
|
| 1,274 |
|
TOTAL |
14,000,000 |
|
| ========== |
|
========== |
========== |
|
|
|
|
|
|
| Note
- The slabs not applicable have not been shown. |
|
|
| SHAREHOLDERS |
|
NUMBER OF |
NUMBER OF |
PERCENTAGE |
|
| CATEGORIES |
|
SHAREHOLDERS |
SHARES |
OF ISSUED |
|
|
|
CAPITAL |
|
| Individuals |
|
1,264 |
682,250 |
4.873 |
|
| Financial
Institutions |
|
1 |
1,624,750 |
11.605 |
|
| Investment
Companies |
|
2 |
2,874,500 |
20.532 |
|
| Insurance
Companies |
|
1 |
100,000 |
0.714 |
|
| Joint
Stock Companies |
|
5 |
8,668,500 |
61.919 |
|
| Modaraba
Companies |
|
1 |
50,000 |
0.357 |
|
|
|
---------- |
---------- |
---------- |
|
| Total: |
|
1,274 |
14,000,000 |
100.00 |
|
|
|
========== |
========== |
========== |
|
|
|
| DIRECTORS'
REPORT TO THE SHAREHOLDERS |
|
|
| Your
Directors have pleasure in presenting to you the seventh annual report along
with the audited |
|
| accounts
of the Company for the year ended September 30, 1998. |
|
|
| FINANCIAL
RESULTS |
|
| By
the grace of Almighty Allah, your Company has achieved considerably improved
financial results by |
|
| making
a profit of Rs. 125.073 million against Rs. 72.047 million last year. During
the year under review, |
|
| the
sales revenue has risen from Rs. 916.744 million to Rs. 1086.114 million
showing an increase of |
|
| 18.48%.
The gross profit ratio increased from 23.44% to 29.12% which contributed to
achieving |
|
| improved
financial results for the year under review. The improvement in profitability
is mainly due to |
|
| aggressive
marketing policies, better efficiency and productivity and stable fabric
prices in the |
|
| international
market. The diversification of sales and a move towards export of value added
finished |
|
| fabrics
has also contributed in achieving favourable financial results. |
|
|
| The
summarized financial results of the Company for the year under review are as
under: |
|
|
|
|
|
(Million Rs.) |
|
| Profit
for the year |
|
125.073 |
|
| Add: |
|
|
|
|
| Un-appropriated
profit brought forward |
|
52.805 |
|
|
---------- |
|
| Amount
available for appropriation |
|
|
177.878 |
|
| Less: |
|
|
| Appropriation: |
|
| Proposed
Dividend @ 22.50% |
|
|
31.500 |
|
|
|
|
---------- |
|
| Un-appropriated
profit carried forward |
|
146.378 |
|
|
|
|
========== |
|
|
|
| FUTURE
PROSPECTS |
|
| The
outstanding financial results achieved by the Company clearly highlight the
devoted efforts of the |
|
| management
in the fields of production planning and effective marketing policies. The
entire |
|
| management
team is proud of its achievement and thanks Almighty Allah for making it
possible to |
|
| achieve
good results in the face of tough competition. The Government has also taken
corrective |
|
| actions
by reducing mark up rate on export refinance from 11% to 8% and timely
settlement of duty |
|
| draw
back and sales tax refund claims which provided valuable support during the
year. The |
|
| management
is now planning an expansion of the project to meet the demand of winder
wider fabrics |
|
| and
is considering various alternatives with a view to producing value added
items for export. |
|
|
| MILLENNIUM
BUG YEAR 2000 |
|
| The
Company is pleased to inform that its current software has been designed and
developed to work |
|
| smoothly
for and after year 2000. |
|
|
| AUDITORS |
|
| The
present auditors, M/s. Hameed Chaudhri & Company, Chartered accountants
retire and being |
|
| eligible
offer themselves for re-appointment. |
|
|
| ACKNOWLEDGEMENT |
|
| On
behalf of the Board of Directors, I would like to record our sincere
gratitude to all staff members and |
|
| workers
for their efforts and dedication without whose commitment none of this could
be achieved. We |
|
| are
confident they will continue to work with zeal and spirit for the progress
and betterment of the |
|
| Company. |
|
|
| Lahore: |
|
|
|
(ASAD FAYYAZ SHEIKH) |
|
| Dated:
February 24, 1999. |
|
|
Chief Executive |
|
|
|
| BALANCE
SHEET AS AT 30 SEPTEMBER, 1998 |
|
|
|
|
Note |
1998 |
1997 |
|
|
|
|
Rupees |
Rupees |
|
| SHARE
CAPITAL |
|
|
|
| Authorised |
|
|
|
| 15,000,000
ordinary |
|
|
| shares
of Rs. 10 each |
|
|
150,000,000 |
150,000,000 |
|
|
|
|
========== |
========== |
|
| Issued,
subscribed & paid-up |
|
|
| 14,000,000
ordinary shares of Rs. 10 each |
|
| issued
for cash |
|
|
140,000,000 |
140,000,000 |
|
| Unappropriated
profit |
|
|
146,377,934 |
52,804,924 |
|
|
|
|
---------- |
---------- |
|
|
|
|
286,377,934 |
192,804,924 |
|
|
|
|
|
|
| LONG
TERM LOANS |
|
|
|
| Loan
from PlClC |
|
4 |
123,601,003 |
138,826,003 |
|
| Loan
from Associated |
|
|
| Undertaking |
|
5 |
0 |
47,100,000 |
|
|
|
|
---------- |
---------- |
|
|
|
|
123,601,003 |
185,926,003 |
|
| LIABILITIES
AGAINST ASSETS |
|
|
| SUBJECT
TO FINANCE LEASE |
|
6 |
0 |
8,279,611 |
|
|
|
|
|
|
| DEFERRED
LIABILITY FOR GRATUITY |
|
|
2,585,030 |
1,658,718 |
|
|
|
|
|
|
|
|
| CURRENT
LIABILITIES |
|
|
|
| Current
portion of long |
|
|
| term
liabilities |
|
7 |
23,801,496 |
51,024,079 |
|
| Short
term finances |
|
8 |
407,166,000 |
350,275,712 |
|
| Creditors,
accruals and |
|
|
| other
payables |
|
9 |
73,393,853 |
91,516,222 |
|
| Proposed
dividend |
|
|
31,500,000 |
0 |
|
|
|
|
---------- |
---------- |
|
|
|
|
535,861,349 |
492,816,013 |
|
| CONTINGENCIES
AND COMMITMENTS |
|
10 |
0 |
0 |
|
|
|
|
|
|
---------- |
---------- |
|
|
|
|
948,425,316 |
881,485,269 |
|
|
|
|
========== |
========== |
|
|
|
|
|
|
Note |
1997 |
1998 |
|
|
|
|
Rupees |
Rupees |
|
|
|
|
| TANGIBLE
FIXED ASSETS |
|
|
|
| Operating
fixed assets |
|
11 |
317,687,489 |
325,166,394 |
|
| Capital
work-in-progress |
|
12 |
21,295,356 |
4,018,279 |
|
|
|
|
---------- |
---------- |
|
|
|
338,982,845 |
329,184,673 |
|
| LONG
TERM INVESTMENTS |
|
13 |
86,942,000 |
50,136,622 |
|
| LONG
TERM DEPOSITS AND |
|
|
| DEFERRED
COSTS |
|
14 |
54,134,328 |
44,912,843 |
|
|
|
|
|
| CURRENT
ASSETS |
|
|
|
| Stores
and spares |
|
|
15 |
6,057,069 |
5,112,574 |
|
| Stock-in-trade |
|
|
16 |
139,383,069 |
109,878,951 |
|
| Trade
Debtors |
|
|
17 |
164,284,829 |
113,981,431 |
|
| Due
from associated undertaking |
|
18 |
0 |
12,600,000 |
|
| Advances,
deposits, prepayments |
|
|
| and
other receivables |
|
19 |
125,559,216 |
130,520,290 |
|
| Cash
and bank balances |
|
|
20 |
33,081,960 |
85,157,885 |
|
|
|
|
---------- |
---------- |
|
|
|
|
468,366,143 |
457,251,131 |
|
|
|
|
---------- |
---------- |
|
|
|
|
|
948,425,316 |
881,485,269 |
|
|
|
|
========== |
========== |
|
|
|
|
|
|
| The
annexed notes form an integral part of these accounts. |
|
|
|
|
USMAN SAID |
|
|
ASAD FAYYAZ SHEIKH |
|
|
Director |
|
|
Chief Executive |
|
|
|
| PROFIT
AND LOSS ACCOUNT |
|
| FOR
THE YEAR ENDED 30 SEPTEMBER, 1998 |
|
|
|
|
|
Note |
1998 |
1997 |
|
|
|
|
Rupees |
Rupees |
|
|
|
|
| SALES - Net |
|
|
21 |
########### |
916,744,020 |
|
| COST
OF SALES |
|
22 |
769,872,457 |
701,900,865 |
|
|
|
|
---------- |
---------- |
|
| GROSS
PROFIT |
|
|
316,241,718 |
214,843,155 |
|
|
|
|
|
| ADMINISTRATIVE
AND SELLING |
|
|
| EXPENSES |
|
23 |
87,958,274 |
71,013,003 |
|
|
|
|
---------- |
---------- |
|
| OPERATING
PROFIT |
|
|
228,283,444 |
143,830,152 |
|
| OTHER
INCOME |
|
24 |
1,327,210 |
10,275,074 |
|
|
|
|
|
---------- |
---------- |
|
|
|
|
229,610,654 |
154,105,226 |
|
| OTHER
CHARGES |
|
|
|
| Financial
(Net) |
|
25 |
67,304,537 |
76,259,925 |
|
| Miscellaneous |
|
26 |
30,650,317 |
1,995,934 |
|
| Workers'
(profit) participation fund |
|
9.1 |
6,582,790 |
3,801,920 |
|
|
|
|
---------- |
---------- |
|
|
|
|
104,537,644 |
82,057,779 |
|
|
|
|
---------- |
---------- |
|
| PROFIT
BEFORE TAXATION |
|
|
125,073,010 |
72,047,447 |
|
|
|
|
|
|
|
| PROVISION
FOR TAXATION |
|
|
|
|
| -
(Written-back) |
|
27.3 |
0 |
(8,274,200) |
|
|
|
|
---------- |
---------- |
|
| PROFIT
AFTER TAXATION |
|
|
125,073,010 |
80,321,647 |
|
|
|
|
|
| UNAPPROPRIATED
PROFIT/ |
|
|
|
| (ACCUMULATED
Loss) |
|
|
|
| -
Brought forward |
|
|
52,804,924 |
(27,516,723) |
|
|
|
|
---------- |
---------- |
|
| PROFIT
AVAILABLE FOR APPROPRIATION |
|
177,877,934 |
52,804,924 |
|
| APPROPRIATION: |
|
|
|
| Proposed
dividend @ 22.5% (1997: Nil) |
|
31,500,000 |
0 |
|
| UNAPPROPRIATED
PROFIT |
|
|
---------- |
---------- |
|
| -
Carried to balance sheet |
|
146,377,934 |
52,804,924 |
|
|
|
========== |
========== |
|
|
| The
annexed notes form an integral part of these accounts. |
|
|
|
USMAN SAID |
|
|
ASAD FAYYAZ SHEIKH |
|
|
Director |
|
|
Chief Executive |
|
|
|
| CASH
FLOW STATEMENT |
|
|
|
|
|
| FOR
THE YEAR ENDED 30 SEPTEMBER, 1998 |
|
|
|
|
|
|
|
|
|
|
1998 |
1997 |
|
|
|
|
Rupees |
Rupees |
|
|
| NET
CASH INFLOW FROM |
|
|
|
|
|
| OPERATING
ACTIVITIES (note 'A') |
|
|
213,795,505 |
73,031,407 |
|
|
|
|
|
|
|
|
| CASH
FLOW FROM INVESTING ACTIVITIES |
|
|
|
|
| Fixed
capital expenditure |
|
(45,307,451) |
(12,177,322) |
|
|
| Dividend
income received |
|
0 |
8,270,100 |
|
|
| Long
term investments purchased |
|
(66,930,256) |
(8,616,622) |
|
|
| Long
term deposits |
|
|
|
|
| and
deferred costs |
|
(32,824,622) |
(21,628,583) |
|
|
| Proceeds
from disposal of |
|
|
|
|
| fixed
assets |
|
1,176,735 |
414,300 |
|
|
|
|
|
---------- |
---------- |
|
|
| NET
CASH (OUTFLOW) FROM INVESTING ACTIVITIES |
|
(143,885,594) |
(33,738,127) |
|
|
|
|
|
|
|
|
| CASH
FLOW FROM FINANCING ACTIVITIES |
|
|
|
|
| Installments
of loan from PICIC repaid |
|
(12,758,115) |
(16,120,020) |
|
|
| Installments
of loan from |
|
|
|
|
| Associated
Undertaking repaid |
|
(68,500,000) |
(10,000,000) |
|
|
| Lease
finances repaid |
|
(16,569,079) |
(14,947,320) |
|
|
| Short
term finances - Net |
|
56,890,288 |
176,076,712 |
|
|
| Financial
charges paid |
|
(81,048,930) |
(98,055,441) |
|
|
|
|
|
---------- |
---------- |
|
|
| NET
CASH (OUTFLOW)/INFLOW FROM |
|
|
|
|
| FINANCING
ACTIVITIES |
|
|
(121,985,836) |
36,953,931 |
|
|
|
|
|
|
|
|
| NET
(DECREASE)/INCREASE IN CASH AND |
|
|
|
|
|
| CASH
EQUIVALENTS |
|
|
(52,075,925) |
76,247,211 |
|
|
| CASH
AND CASH EQUIVALENTS |
|
|
|
|
|
| -
At the beginning of the year |
|
|
85,157,885 |
8,910,674 |
|
|
|
|
|
---------- |
---------- |
|
|
| CASH
AND CASH EQUIVALENTS |
|
|
|
|
| -
At the end of the year |
|
|
33,081,960 |
85,157,885 |
|
|
|
|
|
|
========== |
========== |
|
|
|
|
|
| The
annexed note 'A' forms an integral part of this statement. |
|
|
|
|
|
USMAN SAID |
|
|
ASAD FAYYAZ SHEIKH |
|
|
Director |
|
|
Chief Executive |
|
|
|
| NOTE 'A' |
|
|
|
|
1998 |
1997 |
|
|
|
|
Rupees |
Rupees |
|
|
|
|
|
| CASH
FLOW FROM OPERATING ACTIVITIES: |
|
|
| Profit
for the year |
|
|
|
| -
Before taxation |
|
125,073,010 |
72,047,447 |
|
| Adjustments
for: |
|
|
|
| Depreciation |
|
34,510,151 |
35,293,050 |
< |
