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Nagina Cotton Mills Limited
Annual Report 1998
COMPANY INFORMATION
BOARD OF DIRECTORS
Mr. Shaikh Enam Ellahi Chairman
Mr. Shahzada Ellahi Shaikh
Mr. Shaukat Ellahi Shaikh
Mr. Shafqat Ellahi Shaikh
Mr. S.M. Yusuf
Mr. Munawar Iqbal
Mr. Hasan Mahmood (Nominee of National Investment Trust Ltd.)
Mr. M. Farooq Khan (Nominee of Pak Libya Holding Co. (Pvt) Ltd.)
MANAGING DIRECTOR (Chief Executive)
Mr. Shaukat Ellahi Shaikh
AUDITORS
Messrs. M Yousuf Adil Saleem & Co.
Chartered Accountants,
Cavish Court, A-,35, Block 7 & 8 KCHSU.
Shahrah-e-Faisal,
Karachi.
REGISTERED OFFICE
2nd Floor, Shaikh Sultan Trust Bldg. No. 2
26, Civil Lines, Beaumont Road,
Karachi- 75530
MILLS
Aminabad, A-16, S.I.T.E.,
National Highway,
Kotri.
NOTICE OF MEETING
31st Annual General Meeting of NAGINA COTTON MILLS LTD. will be held at the Registered Office of the
Company, 2rid Floor, Shaikh Sultan Trust Building No. 2, 26, Civil Lines, Beaumont Road, Karachi-75530 on
Thursday, the 25th March, 1999 at 3.00 P.M. to transact the following business :-
1. To confirm minutes of the 30th Annual General Meeting held on 27th March, 1998.
2. To receive and adopt audited accounts of the Company for the year ended on 30th September, 1998
together with the Directors' and Auditors' reports thereon.
3. To elect 7 (seven) Directors for a period of three years from 31st March, 1999 as fixed by the Board in
place of retiring Directors namely: Mr. Shaikh Enam Ellahi, Mr. Shahzada Ellahi Shaikh, Mr. Shaukat Ellahi
Shaikh, Mr. Shafqat Ellahi Shaikh, Mr. S.M. Yusuf, Mr. 'Munawar Iqbal and Mr. Hassan Mahmood (nominee
NIT).
Mr. M. Farooq Khan, Nominee of M/s. Pak-Libya Holding Co. (Pvt) Ltd., is not subject to retirement.
4. To appoint auditors and to fix their remuneration.
5. To approve as SPECIAL BUSINESS remuneration to the full time working Directors including Mg. Director
(Chief Executive).
6. To transact any other ordinary business with the permission of the Chair.
Resolutions proposed to be moved and statement under Section 160 of the Companies Ordinance, 1984 are
annexed.
By Order of the Board
Sheikh Mohammad Shafi
February 27, 1999. Corporate Secretary
NOTES:
1. The share transfer books of the Company will be closed from Friday, the 19th March, 1999 to Thursday, the
25th March, 1999 (both days inclusive).
2. A member entitled to attend and vote at the general meeting is entitled to appoint another members as
proxy. Proxies, in order to be effective, must be received at the Company's registered office not less than 48
hours before the time of meeting.
3. Any share holder who seeks to contest election to the office of Director shall file with the Company not later
than fourteen days before the date of meeting, a notice of his intention to offer himself for election as a
Director in terms of Section 178(3) of the Companies Ordinance, 1984.
4. Shareholders are requested to promptly notify the company of any change in their address.
Proposed resolutions and Statements under Section 160
of the Companies Ordinance, 1984
The following resolutions which set out the material facts concerning the ordinary and special business will be moved
at the meeting for approval with or without modification(s):-
A. ORDINARY BUSINESS:
RESOLVED that the retiring auditors Messrs. M. Yousuf Adil Saleem & Co., Chartered
Accountants, Karachi be and are hereby appointed auditors of the Company for the year ending on
30th September, 1999 and that the Mg. Director (Chief Executive) be and is hereby authorised to
fix their remuneration.
B. SPECIAL BUSINESS:
RESOLVED that the Company hereby approves payment of a sum of Rs. 2.50 million (Rupees two
million five hundred thousand only) per annum for the year ending on 30th September, 1999 and
for the subsequent years, the said amount increased by 15% (fifteen percent) per annum as
managerial remuneration including perquisites/benefits (other than provision of transport, travelling
and telecommunications) to the working Directors including Mg. Director (Chief Executive) and the
Board of Directors be and is' hereby authorised to determine individual remuneration and terms
from time to time.
Mr. Shaukat Ellahi Shaikh, Mg. Director (Chief Executive) and Mr. Munawar Iqbal, Director are interested in the
remuneration.
DIRECTORS' REPORT
IN THE NAME OF ALLAH, THE MOST GRACIOUS
THE MOST BENEVOLENT, THE MOST MERCIFUL
The Directors have the honour to present the 31st Annual report of the Company together with the audited
accounts and the auditors report thereon for the year ended on 30th September, 1998.
Alhamdolillah, inspite of slowdown in global yarn markets resulting from crisis in the Far Eastern
countries, the Company during the year earned profit before tax at Rs. 41,051,970/= (1997:
Rs. 37,629,618/=). After tax profit amounts to Rs. 26,912,124/= (1997: Rs. 4,870,983/=).
During the year, 7,286,676 Kgs. of Cotton yarn were spun against 7,871,275 Kgs. spun in the previous year.
Production was lower by 7.43% although average count of yarn spun during the year was 877% finer.
Quantity of Yarn exported accounted for 39.33% of total quantity of yarn sold during the year against 40.52% in
the previous year. Export quantity is 13.51% lower than the previous year. Value of yarn exports, however, was
lower by 10.00% due to higher (4.04%) price obtained.
Local sales of yarn quantitatively were also lower 9.11% from the previous year. Value of local yarn sales were
also lower by 10.13% due to average sales price being lower by 1.11% from the previous year.
Cotton crop in Pakistan has been failing for the last few years. Rosy forecasts of large Cotton crop are made.
On the basis of forecasts free export of Raw cotton is permitted. Prices of Cotton lint is increased to level much
higher than International parity. Season 1997-98 was no exception.
Costs continue to increase. Salaries and Benefits increased Rs. 4,119,857/- or by 8.58% over the previous year
and amount to 6.60% of the cost of goods produced. Electricity costs increased 8.62% due to higher 7.73%
cost per unit and increased consumption by 0.83%.
Financial charges constitute a large percentage of the overall costs. Therefore, fund management, as usual,
continued to receive very close attention in the year under report financial charges could be reduced by
Rs. 6,216,930/= or 7.76%. Financial charges could have been lower, but for large increase in bank charges
specially for collection of foreign bills.
Selling and Distribution expenses on export were reduced due to lower quantity and value of exports. Selling &
Distribution expenses are 1.70% of sales against 1.96% of sales in the previous year.
By a great deal of effort Administrative expenses were contained/reduced by nominal sum of Rs. 298,897/=
from the previous year but amount to 3.08% of sales as compared to the previous year's 2.81%.
Gross profit for the year amounted to 13.40% (1997: 13.03%). Profit before tax increased to Rs. 41,051,970/=.
over the previous year's Rs. 37,629,618/=. Profit after tax-amounts to Rs. 26,912,124/= (1997:
Rs. 4,870,983/=).
In to day's fast changing markets, balancing, modernisation and replacement of machinery to keep up with the
changing. trends is essential for profitable operations. During the year, balancing, modernisation and
replacement of machinery and equipment has been carried out.
The auditors' in their report have again drawn attention to the non-provision of Excise Duty on bank borrowings. The
management had stated in the previous year's report of having been advised that the levy is unconstitutional. The
Company's writ petition on the subject is pending adjudication. The management is hopeful of decision in favour of
the Company and therefore, have preferred not to provide for the amount in the accounts.
Prices of our raw materials and other inputs have continued to increase very substantially from year to year. High
prices are likely to prevail in the near future. We have to purchase Raw Cotton for the whole year during a period of
about 3 months. This requires huge amount of finances as the Banks advance against raw action only a percentage
of the value.
Balance has to be self financed. Money required for the purpose runs into tens of millions. Under the circumstances,
conservation of liquidity assumes great importance. However, the Directors declared an/interim cash dividend @
Re. 1/= (i.e. 10%) per ordinary share of Rs. 10/- each.
By the Grace of ALMIGHTY ALLAH THE MOST GRACIOUS, THE MOST MERCIFUL the Directors have the
pleasure to report that subsidiary of the Company Messrs. ELLCOT SPINNING MILLS LTD., have earned net profit
after tax of Rs. 17,890,001/= during the year. The subsidiary has paid interim cash dividend @ 2/00 (i.e.. 20%) on
ordinary share of Rs. 10/'- each. Directors report, audited accounts and the auditors report of the subsidiary are
attached.
The other subsidiary company Messrs. PROSPERITY WEAVING MILLS LTD., have, with the grace of almighty
ALLAH earned after tax profit for the year amounting to Rs. 56,414,492/=. PROSPERITY paid interim cash dividend
@ Rs. 2/= (i.e. 20%) on ordinary shares of Rs. 10/= each. Directors report, audited accounts and auditors report of
the subsidiary company are enclosed.
The Associated Company Messrs. Ellahi Electric Co. Ltd., paid dividend @ Rs. 1/50 (i.e. 15%) on ordinary share of
Rs. 10/= each.
Messrs. Pacific Leasing Co. Ltd., the other Associated company also paid dividend @ Rs. 1/50 (i.e. 15%) on ordinary
shares of Rs. 10/= each.
The Directors have the pleasure to state that the Computers and software used by the Company are year 2000
compliant.
Prospects for the current year (1998-99) do not appear to be bright. Textile exports, from Pakistan, specially those of
Cotton yarn are substantially down. Although efforts are on to re-float economies of our main customers i.e. Japan
and Hong Kong, how far the efforts succeed remains to be seen. In view of the situation, the Directors are unable to
predict the results for 1998-99.
The Directors are once again very pleased to place on record their appreciation of continued excellent human
relations that they continue to enjoy with the staff and workers who continue to work devotedly. The Directors
continue to look to a very lengthy period of the happy relationship.
On behalf of the Board
Shaukat Ellahi Shaikh
February 27, 1999. Mg. Director (Chief Executive)
OPERATING FINANCIAL & INVESTMENT RATIOS
AS AT 30TH SEPTEMBER
Particulars 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
Cost of sales as% of sales % 86.60 86.97 85.28 92.63 84.33 83.79 79.86 78.21 78.53 69.79 76.12 67.00
Gross profit as % of sales % 13.40 13.03 14.72 7.37 15.67 16.21 20.14 21.79 21.47 30.21 23.88 33.00
Operating profit as % of sales % 13.31 11.99 11.21 2.19 9.11 8.21 11.56 14.09 13.59 22.78 17.31 25.06
Net profit/(loss) after tax
As % of sales % 2.99 0.49 3.13 (4.59) 2.12 - 2.23 6.75 7.79 14.09 8.74 20.61
Shareholders' equity (Min) Rs. 140.77 123.21 127.69 100.47 141.80 133.29 141.74 144.83 128.58 121.61 92.23 43.20
Pretax profit to equity % 29.16 30.54 21.32 - 8.74 - 8.69 25.74 20.29 38.61 23.94 64.04
Sales to capital employed % 2.21 2.71 3.26 3.88 2.02 1.62 1.50 1.65 1.20 1.21 1.28 1.03
Gross profit to capital employed % 29.57 35.27 48.09 28.57 31.54 26.37 30.11 36.02 25.85 36.75 30.50 33.98
Pretax profit to capital employed % 10.07 10.20 10.20 - 4.27 - 3.47 11.15 9.38 17.05 11.16 21.21
Earning per share, pretax Rs. 4.39 4.02 2.91 - 1.50 - 1.45 4.39 3.07 6.37 8.03 25.15
Dividend to capital
Cash % 10.00 10.00 - - 5.00 10.00 15.00 25.00 22.50 15.00 - -
Bonus % - - - - 10.00 - - - - 15.33 34.00 150.00
Break upvalue per share Rs. 15.06 13.18 13.66 10.75 17.18 15.68 16.68 17.04 15.13 16.50 33.54 39.28
Debt Equity ratio 65.47 66.60 52.11 64.36 51.49 59.41 60.40 56.46 54.46 56.44 56.46 67.33
Current ratio 1.03 0.95 0.70 0.70 0.86 0.97 1.11 1.16 1.24 1.79 1.04 0.50
Acid Ratio 0.83 0.74 0.52 0.48 0.59 0.73 0.87 0.97 0.94 1.54 0.97 0.27
Total Debts to total Assets % 83 82 81 85 74 72 73 74 65 65 71 77
Stock as % of sales % 8.92 6.24 7.83 6.23 10.24 6.39 4.79 5.25 4.36 3.67 2.23 7.99
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed balance sheet of NAGINA COTTON MILLS LIMITED as at
September 30, 1998 and the related profit and loss account and statement of changes in
financial position (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;
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,
except for the effect of the eventual resolution of the matter of non provision of central excise
duty as referred to in Note 12.1, the balance sheet, profit and loss account and statement of
changes in financial position (cash flow statement), together with the notes forming part
thereof, give a true and fair view of the state of the Company's affairs as September 30, 1 998
and of the profit and the changes in the financial position for the year then ended; and
d. in our opinion, zakat deductible at source under the Zakat and Ushr Ordinance, 1980
was deducted by the Company and deposited in the Central Zakat Fund established under
Section 7 of that Ordinance.
Karachi: M. YOUSUF ADIL SALEEM & CO.,
Date: 27 Feb, 1999 CHARTERED ACCOUNTANTS
BALANCE SHEET AS AT SEPTEMBER 30, 1998
1998 1997
SHARE CAPITAL Note Rupees Rupees
Authorised
10,000,000 Ordinary shares of Rs. 10/= each 100,000,000 100,000,000
========== ==========
Issued, subscribed and paid up 3 93,500,000 93,500,000
Unappropriated profit 47,274,476 29,712,352
---------- ----------
140,774,476 123,212,352
REDEEMABLE CAPITAL 4 16,975,796 23,585,940
DEBENTURES AND LONG TERM LOANS 5 188,930,776 180,528,788
LIABILITIES AGAINST ASSETS
SUBJECT TO FINANCE LEASE 6 24,143,440 11,125,586
DEFERRED LIABILITIES
Staff gratuity 7,867,223 6,954,225
Deferred custom levies 7 - 400,589
Taxation 5,000,000 -
---------- ----------
12,867,223 7,354,814
CURRENT LIABILITIES
Short term bank borrowings 8 340,771,800 219,538,155
Current portion of long term liabilities 9 36,876,891 30,455,416
Creditors, accrued and other liabilities 10 73,426,888 76,056,375
Taxation 9,769,708 12,286,232
Dividend 11 296,206 254,952
---------- ----------
461,141,493 338,591,130
CONTINGENCIES AND COMMITMENTS 12 - -
---------- ----------
844,833,204 684,398,610
========== ==========
FIXED CAPITAL EXPENDITURE
Operating assets 13 264,287,673 253,347,381
Capital work in progress 14 8,554,851 2,847,645
---------- ----------
272,842,524 256,195,026
LONG TERM INVESTMENTS 15 133,985,960 133,985,960
LONG TERM DEPOSITS 513,810 513,810
CURRENT ASSETS
Stores and spares 16 3,702,071 4,831,003
Stock in trade 17 80,198,909 62,336,726
Trade debtors 18 141,828,334 39,502,032
Loans and advances 19 33,953,238 25,917,825
Deposits and prepayments 20 6,771,669 2,675,634
Short term investment 21 107,718,200 -
Other receivables 22 23,098,620 13,012,603
Cash and bank balances 23 40,219,869 145,427,991
---------- ----------
437,490,910 293,703,814
---------- ----------
844,833,204 684,398,610
========== ==========
The annexed notes from 1 to 37 form an integral part of these accounts.
Shafqat Ellahi Shaikh Shaukat Ellahi Shaikh
February 27, 1999. Director Mg Director (Chief Executive)
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED SEPTEMBER 30, 1998
1998 1997
Note Rupees Rupees
Sales 24 899,389,160 998,672,122
Cost of goods sold 25 778,825,304 868,541,695
---------- ----------
Gross profit 120,563,856 130,130,427
---------- ----------
Trading profit 26 7,971,361 2,166,642
Other income 27 34,158,871 35,103,707
---------- ----------
42,130,232 37,270,349
---------- ----------
162,694,088 167,400,776
Operating expenses
Administration 28 27,725,976 28,024,873
Selling 29 15,293,939 19,595,162
---------- ----------
43,019,915 47,620,035
---------- ----------
Operating profit 119,674,173 119,780,741
Other charges
Financial 30 73,927,746 80,144,676
Provision for doubtful debts 2,500,000 -
Workers' profit participation fund 2,194,457 2,006,447
---------- ----------
78,622,203 82,151,123
---------- ----------
Profit before taxation 41,051,970 37,629,618
Taxation
Current year 7,062,189 5,684,312
Prior years 2,077,657 27,074,323
Deferred 5,000,000 -
---------- ----------
14,139,846 32,758,635
---------- ----------
Profit after taxation 26,912,124 48,709.83
Unappropriated profit brought forward 29,712,352 34,191,369
---------- ----------
Profit available for appropriation 56,624,476 39,06235,2
Appropriations:
Interim dividend @ 10% (1997 @10%) 9,350,000 9,350,000
---------- ----------
Unappropriated profit carried forward 47,274,476 29,712352
========== ==========
The annexed notes from 1 to 37 form an integral part of these accounts.
Shafqat Ellahi Shaikh Shaukat Ellahi Shaikh
Director Mg. Director (Chief Executive)
February 27, 1999.
STATEMENT OF CHANGES IN FINANCIAL POSITION
{CASH FLOW STATEMENT)
FOR THE YEAR ENDED SEPTEMBER 30, 1998
1998 1997
Rupees Rupees
A. CASH FROM OPERATING ACTIVITIES
Profit before taxation