| Samin Textiles Limited |
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| Annual
Report 1998 |
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| Contents |
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| Notice
of Meeting |
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| Directors'
Report |
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| An
Overview of Marketing Strategy |
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| Certification
of ISO-9002 |
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| F&J
Top 10 Textile Weaving Companies |
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| Profile
of Associated Companies |
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| Kohinoor
Genertek Limited |
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| Security
General Insurance Co. Ltd. |
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| Views
of Leading Financial Analysts |
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| Auditors'
Report |
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| Balance
Sheet |
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| Profit
and Loss Account |
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| Statement
of Changes in Financial Position |
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| Notes
to the Accounts |
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| Pattern
of Shareholding |
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| Notice
of Meeting |
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| Notice
is hereby given that the Ninth Annual General Meeting of the Company will be
held on Saturday, 27th March, 1999 |
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| at
12.30 P.M. at the Registered Office of the Company, 42-Lawrence Road, Lahore
to transact the following business: |
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| 1.
To confirm the minutes of the last Annual General Meeting held on March 28,
1998. |
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| 2.
To receive, consider and adopt the audited accounts of the Company for the
year ended September 30, 1998 together |
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| with
the Directors' and Auditors' Report thereon. |
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| 3.
To approve the payment of dividend as recommended by the Board of Directors. |
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| 4.
To appoint Auditors and fix their remuneration. The retiring Auditors M/s
Anjum Asim Shahid & Co., Chartered Accountants, |
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| being
eligible, offer themselves for re-appointment. |
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| Special
Business: |
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| 5.
(i) To consider and pass if deem fit, the following resolutions with/without
modification(s). |
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| Resolved
that the Company's approval be and is hereby accorded U/S 208 of the
Companies Ordinance, 1984 to |
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| make
investment to the extent of Rs. 10.00(M) (Rupees ten million only) in Metro
Bus Service Limited, an associated |
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| undertaking
by way of equity participation or as a loan and disinvest the same as and
when deemed proper in the |
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| interest
of the share holders of the Company. Resolved further that the Chief
Executive of the Company be and |
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| is
hereby authorised to take any and all actions on behalf of the company as may
be deemed necessary to invest |
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| /disinvest
the above mentioned investment. |
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| ii)
Resolved that the Company's approval be and is hereby accorded U/S 208 of the
Companies Ordinance, 1984 to |
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| make
further investment to the extent of Rs. 5.00 (M) (Rupees five million only)
in Security General Insurance |
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| Company
Limited, an associated undertaking by way of equity participation or as a
loan and disinvest the same as |
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| and
when deemed proper in the interest of the share holders of the Company.
Resolved further that the Chief |
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| Executive
of the Company be and is hereby authorised to take any and all actions on
behalf of the company as |
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| may
be deemed necessary to invest/disinvest the above mentioned investment. |
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| 6.
Any other business with the permission of the Chair. |
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By Order of the Board |
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| Lahore: |
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|
Safder Hussain Tariq |
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| March
06, 1999 |
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|
Company Secretary |
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| Notes: |
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| 1.
The share transfer books of the Company will be closed from March 20, 1999 to
March 29, 1999 (both days inclusive). |
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| 2.
A member eligible to attend and vote at the meeting is entitled to appoint a
proxy. Proxies in order to be effective |
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| must
be received at 42, Lawrence Road, Lahore, the Registered Office of the
Company not less than 48 hours before |
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| the
time fixed for holding the meeting and must be duly stamped, signed and
witnessed. |
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| 3.
Shareholders are requested to promptly notify the Company of any change in
their addresses. |
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| Statement
Under Section 160(1)(B) of the Companies Ordinance, 1984 |
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| 1.
M/s Metro Bus Service Limited was established by Group of renowned
Industrialists including Nishat, Saigols, Monnoo |
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| and
Samin Group. The Directors of Samin Textiles Limited, namely Mr. Sarmad Amin,
Mr. Aamir Fayyaz Sheikh and Safder |
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| Hussain
Tariq are also the Directors on the Board of Metro Bus Service Limited. The
transport facility in urban areas |
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| are
very scarce and the Metro Bus Service intends to provide 'A' class transport
facilities in urban areas. The Company |
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| by
going into transport business with Professional Management expects to yield
substantial Capital Gain/Dividend on |
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| above
investment. |
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| 2.
Security General Insurance Company Limited was established by the Group of
renowned industrialists including Nishat, |
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| Elahi,
Kohinoor (Pindi) & Samin Group. The director of Samin Textiles Limited,
namely Mr. Daniyal B. Ali is also the |
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| director
on the board of Security General Insurance Company Limited. As the Security
General Insurance Company |
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| Limited
has earned substantial profit, the company by making further investment
expects to yield substantial dividend |
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| /capital
gains. |
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| 3.
The directors of the Company have no interest in the above companies except
that they are shareholders/common |
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| directors. |
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| DIRECTORS'
REPORT TO THE SHAREHOLDERS |
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| The
Directors of your Company welcome you to the Ninth Annual General Meeting and
place |
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| before
you their report together with Audited Accounts of the Company for the year
ended |
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| September
30, 1998. |
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| OBITUARY |
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| It
is with deep sorrow, we inform our shareholders that our founder member and
Chairman |
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| of
the Company Mr. Mohammad Amin expired on January 23,/998. Please pray that
almighty |
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| Allah
to bless the departed soul and grant fortitude to the bereaved family to
sustain this loss. |
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| With
his sad demise the company is deprived of his valued administrative and
professional |
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| experience.
His able guidance brought the company out of accumulated losses and set the |
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| trend
of earning profits and declaring dividend. |
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| OPERATING
& FINANCIAL RESULTS |
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| We
feel proud to inform you that during the year under review the company has
earned the |
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| following
major achievements:- |
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| *
The Company has been awarded ISO 9002 certificate by M/S AOI3C Moody
International Limited, |
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| Germany.
This certificate will enable the company to meet the challenges of export
market and |
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| to
further improve the working/quality of the products. |
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|
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| *
The Company has qualified for Export Merit Trophy for the year 1998. This is
the third consecutive |
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| year
for which the Company will receive this prestigious trophy. |
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| *
The Company has achieved the targeted turnover landmark of rupees One Billion
for the |
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| financial
year. |
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| *
On the basis of Financial Results for the year ended September 30, 1997 the
company has |
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| been
ranked at No. 4 among the Top 10 Textile Weaving Companies in Pakistan.
However, as |
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| regards
earning per share, the company has recorded an improvement of 3,506%, which
is the |
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| highest
in the textile sector. |
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| *
The Company has announced cash dividend @ 12.5% to it's shareholders for the
financial year |
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| September
30, 1998. |
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| In
addition to the aforementioned achievements, the company has earned an after
tax profit of |
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| Rs.
70.673(M) and after appropriations has carried over a net profit of Rs.
60.643(M) to |
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| Balance
Sheet.. |
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| The
salient features of the financial results for the year under review are:- |
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1998 |
1997 |
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Rupees |
Rupees |
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| · Sales |
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|
1,023,781,121 |
923,214,355 |
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| ·
Profit for the year after taxation |
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70,673,441 |
72,278,447 |
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| ·
Accumulated profit carried to balance sheet |
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60,643,225 |
6,674,784 |
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| ·
Gross profit ratio |
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18.55% |
19.67% |
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| ·
Net profit ratio |
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6.90% |
6.99% |
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| ·
Current ratio |
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1.21:1 |
1.4:1 |
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| ·
Debt/Equity ratio |
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42:58 |
56:44 |
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| ·
Dividend pay out |
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|
12.50% |
- |
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| The
following factors were responsible for the above mentioned achievements:- |
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| ·
Maintenance of optimum production efficiency/level. |
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| ·
Exploration/development in the new international markets. |
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| ·
Implementation of ISO 9002 resulted in improvement in the quality |
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| of
production and optimum utilization of human resources. |
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| ·
Steady and stable prices of raw materials in the local market |
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| ·
Steady and stable prices of finished product in the international market |
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| It
is hoped that if the government's policies remain supportive, as were during
the year under |
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| review,
the Company will be able to keep up the existing profitability. |
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| SPONSORS'
LOAN/SHARE DEPOSIT MONEY |
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| The
sponsors of the company have provided additional funds to the company in the
shape of |
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| Share
Deposit Money amounting to Rs. 22.000(M) and Sponsors' Loan amounting to |
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| Rs.
11.200(M), in the interest of the company, so as to charge the bank
borrowings and increase |
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| the
profitability, the sponsors have very generously decided not to charge
interest on the additional |
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| working
capital provided by them from their own sources. |
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| MARKETING
STRATEGY |
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| The
company is successful in diversifying its export base from the Far- |
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| East
and expanding in Australia, Europe and USA. For this purpose |
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| substantial
investment has been made for purchase of Quota. So far this |
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| policy
has yielded better results and it is hoped that a strong base in |
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| Europe
and America will be established in near future. |
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| FUTURE
PROSPECTS |
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| During
the year under review the governments' policies towards export based
industries were |
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| quite
favourable. Your company has benefited due to these policies in the following
manners:- |
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| 1)
Grant of Certificate of Special Registration under SRO No. 826(1)98 dated
July 21, 1998. This |
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| certificate
has entitled us to purchase our raw materials for production without payment
of Sales |
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| Tax.
This has resulted reduction in blockade of working capital funds under the
head Sales Tax |
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| Receivable.
Consequently, the liquidity has improved and so is the financial cost. |
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| 2)
The company has been rated under Gold Category as enunciated under Customs |
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| Notification
No. SRO 905(1)/98 dated August 12, 1998. This has entitled the |
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| company
to receive claims of duty draw back from The Collector of Customs |
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| within
seventy two hours from the date of submission of our claim. Its usefulness |
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| is
the same as described at the foot of Para (1) above. |
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| 3)
The government has pertained the exposers to realize their export sale
proceeds |
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| in
the ratio of 80:20 for interbank floating rate and official rate. Earlier
this ratio |
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| was
50:50 and the revised policy will have a healthy impact on export volume and
profitability |
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| both. |
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| The
management of the company is optimistic about the future growth of the
company. The |
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| company
intends to deploy the surplus liquidity gained out of accumulated profits
under the |
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| following
heads:- |
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|
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| i)
Premature Retirement of Long Term Debts: During the past two years the
company has |
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| redeemed
its long term debts to the extent of Rs. 4 7.000(M), whereas this obligation
was |
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| due
in the year 2003 & 4. |
|
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| ii)
Expansion plans of Samin Textile Limited: The company is seriously
considering different |
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| options
for expansion of its existing production facilities. This will enable the
company to |
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| spread/reduce
its fixed cost. |
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|
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| iii)
Further Investment in other portfolios or to increase its existing investment
in the associated |
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| companies. |
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| iv)
To build adequate reserves for maintenance of a steady rate of dividend pay
out. |
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| The
following figures reveal that the company's turnover is increasing every year
with an average |
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| growth
rate of 32%. The company is putting its all efforts to keep up this growth
rate. |
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| Year Ending |
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|
Turnover |
Growth Rate |
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|
(Rs. in Million) |
(As a |
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|
percentage of |
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|
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|
preceding year) |
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|
|
|
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| i)
September 30, 1994 |
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|
344.01 |
First Year |
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| ii)
September 30, 1995 |
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|
515.46 |
49.84% |
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| iii)
September 30, 1996 |
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|
728.30 |
41.29% |
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| iv)
September 30, 1997 |
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|
923.21 |
26.76% |
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| v)
September 30, 1998 |
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|
1,023.78 |
10.89% |
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| INVESTMENTS |
|
| Presently
the company has the following investments:- |
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| Sr.# |
Name of the Company |
|
No. of Shares |
Face Value |
Total Amount, |
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| 1. |
Kohinoor Genertek Ltd. |
|
2,156,000 |
Rs. 10/- |
Rs. 21,560,000 |
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| 2. |
Security General
Insurance Co. Ltd. |
|
1,000,000 |
Rs. 10/- |
Rs. 10,000,000 |
|
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|
Total |
Rs. 31,560,000 |
|
|
| The
company feels satisfied about the aforementioned investments as both of them
have shown fruitful results. |
|
|
| 1.
The salient advantages derived by the company from investment in Kohinoor |
|
| Genertek
Limited are as under:- |
|
|
| i)
Cash dividend of 30% amounting to Rs. 6.468(M) received during the year |
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| ended
September 30, 1997. |
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|
|
|
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| ii)
Cash dividend of 17.50% amounting to Rs. 3.773(M) announced during the |
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| year
1998. However, it will be accounted for in the financial statements for the |
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| year
1998-99. |
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|
|
|
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| iii)
A net reduction of 10% in our electricity cost, as compared to WAPDA's tariff |
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| resulting
in annual saving of Rs. 6.000(M). |
|
|
| 2.
Investment in Security General Insurance Company Limited has also resulted in |
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| reduction
in cost of insurance expenses. The financial statements of the company |
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| have
shown healthy results and as such the break-up of the share is more than |
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| Rs.
10/- per share. |
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|
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| The
company intends to have an equity participation to the extent of Rs. 10(M) in
Metro Bus Service Limited. This is a |
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| transport
company and will be engaged in passenger transportation in urban areas of
Punjab. A conservative feasibility |
|
| study
of the project shows that this investment will yield as good results as
derived from investments in Kohinoor Genertek |
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| Limited
and Security General Insurance Company Limited. |
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| ACKNOWLEDGEMENT |
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| We
reaffirm our commitment of "excellence through continuous
improvement". The contribution from an individual worker |
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| to
senior management executive has resulted in the award of ISO 9002
certification. The company is now heading towards |
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| Total
Quality Management and has signed an agreement with a renowned firm of |
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| management
consultants for Change management re-engineering and MIS development |
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| The
management expects substantial improvement in human behaviour and information |
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| technology
with the introduction of Total Quality Management System. |
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| We
also take this opportunity to record our thanks to our bankers for their
valued |
|
| support
and a note of appreciation for the devotion and hard work of all the
employees |
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| of
the company. |
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|
For and on behalf of the Board |
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|
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| Lahore: |
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|
Sarmad Amin |
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| February
27, 1999 |
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|
Chief Executive |
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| Marketing
Strategy |
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| The
Grey Fabric of Morality |
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| The
foreseeable economic turmoil in the world had its adverse effects on Pakistan
too during the |
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| last
quarter of 1997 and in 1998. |
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| Two
years ago we had access to markets of eleven countries only. This year, being
aware of the |
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| manipulations
in the financial markets with unpredictable repercussions, we further
diversified our |
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| consumer
base from sixteen nations last year to twenty-two nations, mainly towards the
West thereby |
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| increasing
our export volume. We moved towards the West with caution as how often their
love |
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| for
the mundane has led them to turn business to their advantage by intertwining
it with concave |
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| propagations
of "Emancipation", Human Rights" and "Freedom",
words most often dilated upon |
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| another
by our nation upon in the twentieth century to conceal the truth rather than
to convey it. |
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| Our
efforts paid off and your Company managed to more or less repeat the same
profitability as |
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| last
year though under more difficult circumstances. |
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| The
years ahead would be fraught with even more difficulties and chaos. Avarice
and selfishness |
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| has
taken full sway of the world on one hand and acute economic interdependence
between |
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| geographical
regions on the other. Economic equilibrium can never be sustained except for
a very |
|
| short
span of time if it is built upon a foundation of greed and selfishness of
human begins so |
|
| conveniently
disguished in self righteousness and vanity which they miscall
"Morality". What counts |
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| is
the effect and not the appearance of a thing. We at Samin Textiles would be
striving to not only |
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| further
diversity our marketing but to appreciably reduce our dependence upon
borrowings and to |
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| improve
our financial liquidity to be able to survive the looming global economic and
consequential |
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| political
instability. |
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| Economic
laws are entirely dependent upon the moral barometer of human beings. Our
optimism |
|
| rests
in the hope that this imminent chaos and conflagration would facilitate the
emergence of a |
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| civilized
human race who with their integrity and righteousness would in reality strive
to usher in |
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| an
era of relative peace and tranquillity. Sometimes one wonders why do we seek
more knowledge |
|
| when
we pay no heed to what we know already? |
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|
|
|
|
Daniyal B. Ali |
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|
|
|
Director |
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| CERTIFICATION
OF ISO 9002 |
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|
|
| MESSAGE FROM |
|
|
| Mr.
Mohammad Ishaq Dar |
|
| (Federal
Minister of Finance, Commerce & Industries) |
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|
| It
gives me great plesure to congratulate Samin Textiles Limited on |
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| achieving
ISO 9002 Certification. |
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|
| Samin
Textiles Limited being an export oriented Company, has increased its
potential to earn more foreign |
|
| exchange
for Pakistan by acquiring ISO Certification. This achievement will also
enhance confidence of their |
|
| buyers
abroad. |
|
|
| I
am confident that Samin Textiles, who have already won two export merit
trophies consecutively for the last |
|
| two
years, can now further expand their export and successfully compete in the
international markets. |
|
|
| It
is indeed gratifying to note that Pakistani exporters are aware of the
international standardization trends and |
|
| are
endeavouring to acquire ISO Certifications before deadlines set by European
Union etc. |
|
|
| I
wish the Company all success in future. |
|
|
| MESSAGE FROM |
|
| Mr.
Geoff Lester |
|
|
|
| (World-wide
Managing Director - AOQC Moody International) |
|
| on
Samin Textiles Limited IS0-9002 Certification Award Ceremony |
|
|
| It
give me immense pleasure to be present here on such an important occasion and
award ISO-9002 Certificate |
|
| to
Samin Textiles Limited. I wish to congratulate the management, staff and
employees of this wonderful |
|
| organization
on the successful achievement of IS0-9002 Certification. |
|
|
| The
Certificate is in fact internationally recognized endorsement of M/s. Samin
Textiles' Commitment to Excellence. |
|
| It
gives me satisfaction that the management of Samin Textiles, believes and has
constantly worked to attain |
|
| highest
standards. |
|
|
| It
has been observed with great pleasure that management encourages every
employee to participate in improving |
|
| systems.
The management has been successful in creating an environment which enables
them to progress. |
|
|
| I,
on behalf of AOQC Moody International like to felicitate Samin Textiles on
this occasion, hoping that they will |
|
| keep
their standards high and improve the systems to achieve even higher
objectives in the future. |
|
|
| F&J
TOP 10 TEXTILE WEAVING COMPANIES |
|
|
| EPS (Face |
Rank |
Rank |
Name of Companies |
|
% Change |
Rank |
|
| Value |
1997 |
1996 |
|
from |
|
|
| Adjusted |
|
Previous year |
|
|
| to Rs 10/-)* |
|
| 6.02 |
1 |
6 |
Kohinoor Weaving Mills
Limited |
223.66 |
5 |
|
| 5.74 |
2 |
4 |
Kohinoor Raiwind Mills
Limited |
168.22 |
6 |
|
| 5.54 |
3 |
3 |
Reliance Weaving Mills
Limited |
82.24 |
10 |
|
| 5.41 |
4 |
12 |
Samin Textiles Limited |
|
3,506.67 |
1 |
|
| 4.96 |
5 |
2 |
Prosperity Weaving Mills
Limited |
61.56 |
14 |
|
| 4.74 |
6 |
1 |
Artistic Demin Mills
Limited |
48.59 |
16 |
|
| 4.39 |
7 |
8 |
Yousaf Weaving Mills
Limited |
281.74 |
4 |
|
| 3.96 |
8 |
9 |
Shahtaj Textile Limited |
|
300.00 |
3 |
|
| 2.53 |
9 |
10 |
ICC Textiles Limited |
|
308.06 |
2 |
|
| 1.85 |
10 |
7 |
Towellers Limited |
|
35.04 |
18 |
|
|
|
|
|
|
|
|
| Profile
of Kohinoor Genertek Limited |
|
|
| Kohinoor
Genertek Limited (KGL) was established in 1995 to generate and supply power |
|
| primarily
to its sponsoring companies i.e. Samin Textiles Limited, Kohinoor Weaving
Mills |
|
| Limited
and Kohinoor Raiwind Mills Limited. Having some spare capacity KGL signed a
Non- |
|
| Licence
Agreement with Government of Punjab allowing KGL to sell electric power to
some |
|
| surrounding
industries also. |
|
|
|
|
| KGL
is now successfully selling electric power to 11 companies including the
three sponsoring |
|
| units
for the last 3 years and by the grace of God enjoys an immaculate reputation
for being |
|
| a
dependable, stable and uninterrupted electric power supplier in the area. |
|
|
| Due
to the good reputation being enjoyed by KGL, the prospects of selling
electric power to |
|
| the
surrounding Mills have improved considerably and only because of that Board
of KGL has |
|
| approved
expansion oŁ present KGL capacity by one more engine. KGL hopes to have the
4th |
|
| engine
installed and commissioned by early year 2000. |
|
|
| Even
after addition of 4th engine KGL could sell another 7 to 8 MWs of electric
power in the |
|
| surrounding
area and go in for expansion by another 2 engines in due course of time. |
|
|
| Profile
of Security General Insurance |
|
| Company
Limited |
|
|
| SGI
was incorporated as a public limited company in 1995, with an authorised
capital |
|
| of
Rs. 60 million. The company was registered with the controller of Insurance
and after |
|
| finalisation
of re-insurance treaties with international re-insurers, it commenced
commercial |
|
| operations
in October 1996. |
|
|
| Syed
Jawad Gillani, a veteran in the insurance business, who has served in senior |
|
| management
positions in Adamjee Insurance Co., and Central Insurance Co. Ltd., is the |
|
| Chief
Executive Officer of SGL. Other professional staff of the company is also
highly |
|
| experienced
and well trained in this field. |
|
|
| SPONSORS
OF SGI |
|
| SGI
has been sponsored by Nishat, Kohinoor (Rawalpindi), Elahi, Samin and
Fidelity |
|
| Investment
Bank which are managing a vide range of business very successfully and |
|
| bring
with them rich experience in Textiles, Cement, Banking, Construction, Energy,
etc. |
|
|
| CAPITAL
STRUCTURE OF SGI |
|
| The
company started it operation with paid-up capital of Rs. 25(M) which has been |
|
| enhanced
to Rs. SO(M) through 100% Right Issue. The offered shares were fully
subscribed |
|
| which
shows a confidence of shareholder in the company. |
|
|
| BUSINESS
GROWTH |
|
| For
the year 1998, SGI has set itself to achieve a target of Rs. 60 million gross
premium |
|
| income,
which is 100% increase of the target for 1997. Against this target the
achievement |
|
| upto
November 1998 prospects of surpassing the projected target by the end of the
year. |
|
|
| BRANCHES |
|
| SGI
has set up a branch network during the year 1998. Seven branches has been |
|
| established
and they have started their operation. The results of the branches are very |
|
| encouraging
so far and they are expected to produce even better results in the future. |
|
|
| PROSPECTUS |
|
| With
the enhanced paid-up capital, improved treaty arrangement, newly established |
|
| branch-net-work
and the management policy to go for only quality business will produce |
|
| an
excellent business figures for the year 1998 and the years to come. |
|
|
| Textile
Weaving |
|
| Samin
Textiles Limited |
|
| year
ended September 30, 1997 |
|
|
|
| Overview |
|
| Last
year the company had turned table by striking break-even with nominal after |
|
| tax
profit at Rs. 2.0 million but the shareholders equity had remained |
|
| impaired.
This year the improved financial results and large net profit at Rs. |
|
| 72.3
million completely wiped off the accumulated losses of yester years and |
|
| brought
forward profit restored the equity base. The year under review saw massive |
|
| competition
from India in the export market because their valued lower |
|
| currency
made export products cheaper. Credit goes to the company that it |
|
| surmounted
these difficulties and exported products to highly |
|
| discriminating
countries in terms of both price and quality. The company's export |
|
| amounted
to US dollar 21.3 million to 16 countries in three continents. These |
|
| countries
are Japan, Hong Kong, Korea, Bangladesh, Indonesia, Philippines, Sri |
|
| Lanka,
Taiwan, China, Finland, Germany, Malaysia, USA Egypt, Turkey and |
|
| Portugal.
Since commercial production started in 1994 the company sales at Rs. |
|
| 923.214
million in 1997 surged 2.7 times from 1997 and posted annual growth of |
|
| 39%.
The company is posed to cross Rs. one billion mark in the forthcoming year |
|
| 1997-98.
In the next financial year, the company is likely to be certified ISO |
|
| 9002.
The company has invested substantially in its sister concerns, |
|
| Kohinoor
Genertek Ltd., and Security General Insurance Company. It saved |
|
| 10%
from WAPDA Tariff and received 30% Cash Dividend from Kohinoor |
|
| Genertek. |
|
|
| In
the 8th AGM of the shareholders of Samin Textiles Ltd. Chairman |
|
| Muhammad
Amin presented the Annual Report with the happiest news |
|
| that
the company is now on its road to success. |
|
|
|
| The
financial results exhibit the realization of optimum which the |
|
| previous
annual report had correctly foreseen. He rightly mentioned in his |
|
| review
that 8th AGM was the auspicious occasion. |
|
|
| Everything
was right during the year under review. The marketing strategist of |
|
| the
company, Director Daniyal B. Ali recalled the cross currents which the |
|
| company
encountered during its infancy. He affirmed that these difficult cross |
|
| currents
have been left far behind. His conviction of a brighter future has been |
|
| perceived
in his expression. "The future of your company is bright because of our |
|
| beliefs.
In a volatile world with innumerable variables, in which we find |
|
