| Wazir Ali Industries Limited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Annual
Report 1998 |
|
|
|
| CONTENTS |
|
|
| NOTICE
OF MEETING |
|
| DIRECTORS'
REPORT TO THE MEMBERS |
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
| BALANCE
SHEET |
|
| PROFIT
AND LOSS ACCOUNT |
|
| CASH
FLOW STATEMENT |
|
| NOTES
TO THE ACCOUNTS |
|
| PATTERN
OF SHARE HOLDING
2~ |
|
|
|
| COMPANY
INFORMATION |
|
|
| BOARD
OF DIRECTORS |
SYED ASAD ALl |
Chairman |
|
|
|
SYED YAWAR ALl |
Managing Director |
|
|
|
SYED TARIQ ALl |
|
|
|
SYED SHAHID ALI |
|
|
|
BEHRAM HASAN |
|
|
|
MUSHTAQ H. KHWAJA |
|
|
|
SHAMSHAD AHMAD |
|
|
|
| COMPANY
SECRETARY |
A. JABBAR GHORI |
|
|
|
| AUDITORS |
|
TASEER HADI KHALID &
CO. |
|
|
|
CHARTERED ACCOUNTANTS |
|
|
|
KARACHI |
|
|
|
|
| BANKERS |
|
HABIB BANK LIMITED |
|
|
|
MUSLIM COMMERCIAL BANK
LIMITED |
|
|
|
NATIONAL DEVELOPMENT
FINANCE CORPORATION |
|
|
|
PRIME COMMERCIAL BANK
LIMITED |
|
|
|
|
| REGISTERED
OFFICE |
KANDAWALA BUILDING |
|
|
|
M.A. JINNAH ROAD |
|
|
|
KARACHI |
|
|
| FACTORY |
|
HALI ROAD |
|
|
|
HYDERABAD |
|
|
|
| NOTICE
OF MEETING |
|
|
| NOTICE
IS HEREBY GIVEN that the 46th Annual General Meeting of the shareholders of
Wazir Ali |
|
| Industries
Limited will be held on Wednesday, 23rd December1998 at 11:00 A.M. at Hotel
Beach Luxury, |
|
| Karachi,
to transact the following business' |
|
|
| A.
ORDINARY BUSINESS |
|
|
|
|
| 1.
To confirm the minutes of the Annual General Meeting of the company held on
24th |
|
| December
1997. |
|
|
|
|
| 2.
To receive and adopt the audited Balance Sheet and Profit and Loss Account of
the company |
|
| for
the year ended 30th June 1998 together with the directors' and auditors'
reports thereon. |
|
|
|
|
| 3.
To declare a dividend. |
|
|
| 4.
To appoint auditors for the year ending 30th June 1999 and fix their
remuneration |
|
|
|
|
| 5.
To transact any other business with the permission of the Chair. |
|
|
| B.
SPECIAL BUSINESS |
|
|
|
| 6.
To ratify the remuneration of Commercial Director who is also a director on
Board. |
|
|
| A
statement under section 160 of the Companies Ordinance, 1984 pertaining to
the special business |
|
| is
being sent to the members with this notice. |
|
|
|
|
|
By Order of the Board |
|
|
|
|
|
Sd/- |
|
|
|
(A. JABBAR GHORI) |
|
| Karachi:
12th October, 1998 |
|
Company Secretary |
|
|
|
| 1.
The Share Transfer Books of the company will remain closed from 16th December
1998 to 23rd |
|
| December
1998 (both days inclusive). |
|
|
| 2.
A member entitled to attend and vote at the annual general meeting is
entitled to appoint another |
|
| member
as proxy to attend and vote instead of him. The instrument appointing proxy
must be |
|
| received
at the registered office of the company not less than forty eight hours
before the time of |
|
| the meeting. |
|
|
|
|
|
|
| 3.
Members are requested not to bring children along with them as the children
will not be allowed |
|
| in
the meeting hall. |
|
|
|
|
|
| 4.
Members are requested to notify the change in their address, if any,
immediately. |
|
|
| STATEMENT
IN REGARD TO SPECIAL BUSINESS |
|
|
| Remuneration
of working director. |
|
|
| The
ratification and approval of the members will be required for the
remuneration of Commercial |
|
| Director,
who is also a director on Board, in accordance with terms and conditions of
service with the |
|
| company
and if approved the following resolution be adopted: |
|
|
| "Resolved
that the remuneration of the sum of Rs.600,000/- per year effective from 1st
February 1998 |
|
| and
the provision of transport, utilities, telephone, leave fare facilities and
other benefits incidental or |
|
| relating
to his office in accordance with the Company's Rules from time to time
enforce pertaining to |
|
| Syed
Tariq All, Commercial Director of the company who is also a director on
Board, be and is hereby |
|
| ratified
and approved." |
|
|
| Syed
Tariq Ali is interested in this business to the extent of indicated
remuneration |
|
|
|
| DIRECTORS'
REPORT TO THE MEMBERS |
|
|
| The
Directors have pleasure in submitting annual report together with the
Company's audited accounts |
|
| for
the year ended June 30th 1998. |
|
|
| Financial
Results |
|
|
|
|
|
(Rs. in '000) |
|
|
|
|
1998 |
1997 |
|
|
|
|
| Profit
before taxation |
|
16,369 |
147 |
|
| Provision
for taxation |
- Current year |
|
(5,530) |
(5,886) |
|
|
|
- Prior year |
|
- |
2,310 |
|
|
|
---------- |
---------- |
|
|
|
(5,530) |
(3,576) |
|
|
|
---------- |
---------- |
|
| Profit
after taxation |
|
10,839 |
(3,429) |
|
|
|
|
| Unappropriated
Loss brought forward |
|
|
(130,701) |
(127,272) |
|
|
|
|
|
---------- |
---------- |
|
|
|
|
|
(119,862) |
(130,701) |
|
|
|
|
|
|
|
| APPROPRIATION |
|
|
|
|
|
| Cash
dividend @ 5% |
|
|
|
(2,599) |
- |
|
|
|
|
|
---------- |
---------- |
|
| Unappropriated
Loss carried forward |
|
|
(122,461) |
(130,701) |
|
|
|
========== |
========== |
|
|
| During
the year under review your company made a net profit of Rs. 10.839 million as
compared to a loss of |
|
| Rs.3.429
million last year. |
|
|
| The
company had last declared 10% cash dividend in the year 1991 till now the
company was not in a position to |
|
| consider
the dividend to their shareholders. However, as this year's results have been
relatively better, your direc- |
|
| tors
have recommended a cash dividend of 5% in the year 1998. |
|
|
| The
market conditions during the year under review remained difficult on account
of frequent price revision, |
|
| specially
affecting premium priced brands. The purchasing power of consumers suffered
considerable erosion |
|
| owing
to inflation with trade going towards lower inventories. Last two months of
the year 1997-98 were |
|
| characterized
by uncertainty, and lack of confidence triggered due to freezing of foreign
currency accounts. |
|
|
| The
revenue for the year under review at Rs. 1,105.648 million, was 4.84% lower
than Rs. 1,161.894 million in |
|
| the
previous year. The cost of goods sold at Rs.994.941 million, was 6.65%
reduced than Rs. 1,065.818 million |
|
| in
the previous year. The gross profit for the year remained Rs. 110.707 million
was 10.01% higher than |
|
| Rs.96.076
million, 8.26% in the previous year. |
|
|
| The
administrative expenses rose by 17.96% from Rs.23.839 million to 28.121
million. The selling expenses |
|
| lowered
by 1.42% from Rs. 52.343 million to 51.597 million. The financial expenses
reduced by 5.40% from |
|
| Rs.
16.391 million to Rs. 15.506 million. |
|
|
| FUTURE
PROSPECTS |
|
| The
injection of fresh equity by issue of 100% Right Shares in the year 1997
which was fully subscribed in |
|
| the
year 1998, the company's issued, subscribed and paid up capital increased
from Rs.25.987 million to |
|
| Rs.51.975
million. Increased capital has improved company's borrowing ability and cash
flow. |
|
|
| The
company is actively reorganizing it's marketing and sales departments to gear
up for higher sales. |
|
|
| INFORMATION
TECHNOLOGY |
|
| The
directors feel pleasure to inform the Shareholders that your company has
already made necessary |
|
| arrangements
to coup with any threat of Millennium Bug by mitigating the potential
disaster Year 2000. |
|
| The
conversion of new system will Inshallah be completed by the end of the
current calendar year: |
|
|
| CHANGE
IN THE BOARD OF DIRECTORS |
|
| Syed
Wajid All resigned from the Board of Directors of the company with effect
form 12th October i 998 |
|
| and
in his place Syed Shahid All has been co-opted as a director. Syed Asad Ali
resigned as Chief Executive |
|
| and
Managing Director and in his place Syed Yawar Ali has been appointed as the
Chief Executive and |
|
| Managing
Director. Syed Asad All replaced Syed Wajid Ali, who has resigned as Chairman
of the Board. |
|
|
| The
Board of Directors recorded the appreciation for the valuable contribution
made by Syed Wajid All and |
|
| Syed
Asad Ali in the smooth progress of the company in face of difficult economic
conditions during their |
|
| tenure
as the Chairman, Chief Executive and Managing Director of the company. |
|
|
| The
Board also welcome Syed Yawar Ali as the Chief Executive and Managing
Director and Syed Shahid |
|
| All
as director and anticipate positive and useful contribution for the
furtherance of the company's |
|
| objectives. |
|
|
| AUDITORS |
|
| The
present Auditors M/s. Taseer Hadi Khalid & Co. Chartered Accountants, due
to retirement, and being |
|
| eligible,
offer themselves for reappointment for the year ending June 30th 1999. |
|
|
| PATTERN
OF SHAREHOLDING |
|
| The
statement of' pattern of shareholders is given on page No. 29. |
|
|
| ACKNOWLEDGEMENT |
|
| The
directors place on record their appreciation of the valued contribution made
by the employees, |
|
| The
relation between the workers and the staff remained cordial. |
|
|
|
Sd/- |
|
Sd/- |
|
|
(Syed Yawar Ali) |
|
(Syed Asad Ali) |
|
|
Managing Director |
|
|
Chairman |
|
|
|
|
| Karachi:
12th October, 1998 |
|
|
|
| Auditors'
Report to the Members |
|
|
| We
have audited the annexed balance sheet of Wazir Ali Industries Limited as at
30 June 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 |
|
| drawnup
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, 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 June 1998 and of the profit and the cash flow statement for the year
then ended; and |
|
|
| (d)
in our opinion, no Zakat was deductible at source under the Zakat and Ushr
Ordinance, 1980. |
|
|
|
|
|
Taseer Hadi Khalid & Co. |
|
| Karachi:
12th October, 1998 |
|
Chartered Accountants |
|
|
|
|
| BALANCE
SHEET AS AT 30 JUNE 1998 |
|
|
|
|
|
(Rupees in' 000) |
|
|
|
Note |
1998 |
1997 |
|
|
|
|
| SHARE
CAPITAL AND RESERVES |
|
|
|
|
|
| Share
Capital |
|
|
|
| Authorised |
|
|
|
| 8,000,000
ordinary shares of Rs. 10 each |
|
80,000 |
80,000 |
|
|
|
|
========== |
========== |
|
| Issued,
subscribed and paid-up |
|
3 |
51,975 |
25,987 |
|
|
|
|
| Reserves |
|
|
|
| Revenue
reserves |
|
66,067 |
66,067 |
|
| Accumulated
loss |
|
(122,461) |
(130,701) |
|
|
|
---------- |
---------- |
|
|
|
|
|
(56,394) |
(64,634) |
|
|
|
|
|
---------- |
---------- |
|
|
|
|
|
(4,419) |
(38,647) |
|
|
|
|
| ADVANCE
AGAINST ISSUE OF |
|
|
|
| RIGHT SHARES |
|
|
|
- |
8,971 |
|
| SURPLUS
ON REVALUATION OF |
|
|
| FIXED ASSETS |
|
4 |
46,800 |
46,800 |
|
|
|
|
|
|
| LONG
TERM DEPOSITS |
|
|
1,284 |
1,142 |
|
| CURRENT
LIABILITIES |
|
|
|
|
|
|
|
|
| Short
term bank financing - secured |
|
5 |
135,498 |
88,284 |
|
| Creditors,
accrued expenses and |
|
|
|
|
| other
liabilities |
|
6 |
151,253 |
170,966 |
|
| Provision
for taxation |
|
7 |
5,530 |
5,886 |
|
| Proposed
dividend |
|
|
2,599 |
- |
|
|
|
|
---------- |
---------- |
|
|
|
|
294,880 |
265,136 |
|
| CONTINGENCIES
AND COMMITMENTS |
|
8 |
---------- |
---------- |
|
|
|
|
|
338,545 |
283,402 |
|
|
|
|
========== |
========== |
|
|
| FIXED
CAPITAL EXPENDITURE |
|
|
| Operating
fixed assets - at cost/valuation |
|
| less
accumulated depreciation |
|
9 |
53,119 |
53,339 |
|
| Capital
work in progress |
|
10 |
260 |
929 |
|
| Intangible
trade marks |
|
|
1 |
1 |
|
|
|
|
---------- |
---------- |
|
|
|
|
53,380 |
54,269 |
|
|
|
|
|
| LONG
TERM LOANS - secured |
|
|
|
| considered
good |
|
11 |
256 |
160 |
|
|
|
|
|
| LONG
TERM DEPOSITS |
|
|
45 |
45 |
|
|
|
|
|
| CURRENT
ASSETS |
|
|
|
|
|
| Stores
and spares |
|
12 |
5,777 |
5,590 |
|
| Stock
in trade |
|
13 |
115,301 |
56,671 |
|
| Goods
in transit |
|
|
95,179 |
81,161 |
|
| Trade
debts - unsecured, |
|
|
|
|
| considered
good |
|
|
39,385 |
50,517 |
|
|
|
|
|
| Loans
and advances - considered good |
|
14 |
13,171 |
16,703 |
|
|
|
|
|
| Deposits,
prepayments and other |
|
|
|
| receivables |
|
15 |
11,234 |
7,807 |
|
|
|
|
|
| Bank
balances |
|
16 |
4,817 |
10,479 |
|
|
|
|
---------- |
---------- |
|
|
|
|
|
284,864 |
228,928 |
|
|
|
|
|
---------- |
---------- |
|
|
|
|
338,545 |
283,402 |
|
|
|
|
========== |
========== |
|
| These
accounts should be read in conjunction with the attached notes. |
|
|
|
|
|
|
|
|
Sd/- |
|
|
Sd/- |
|
|
|
Syed Yawar Ali |
|
Syed Asad Ali |
|
|
Managing Director |
|
Chairman |
|
|
| Karachi:
12th October, 1998 |
|
|
|
| PROFIT
AND LOSS ACCOUNT |
|
| FOR
THE YEAR ENDED 30 JUNE 1998 |
|
|
|
|
|
|
(Rupees in' 000) |
|
|
Note |
1998 |
1997 |
|
|
|
|
| Sales - Net |
|
17 |
1,105,648 |
1,161,894 |
|
| Cost
of goods sold |
|
18 |
994,941 |
1,065,818 |
|
|
|
|
---------- |
---------- |
|
| GROSS PROFIT |
|
|
110,707 |
96,076 |
|
|
|
|
|
| EXPENSES |
|
|
|
|
| Administrative |
|
19 |
28,121 |
23,839 |
|
| Selling
and distribution |
|
20 |
51,597 |
52,343 |
|
| Financial |
|
|
21 |
15,506 |
16,391 |
|
| Amortisation
of deferred cost |
|
|
- |
7,832 |
|
| Workers'
profit participation fund |
|
6 |
862 |
8 |
|
|
|
|
---------- |
---------- |
|
|
|
|
96,086 |
100,413 |
|
|
|
|
---------- |
---------- |
|
|
|
|
1,621 |
(4,337) |
|
|
|
|
|
| OTHER INCOME |
|
|
22 |
1,748 |
4,484 |
|
|
|
|
|
---------- |
---------- |
|
| Profit
before taxation |
|
|
16,369 |
147 |
|
|
|
|
---------- |
---------- |
|
| Provision
for taxation - Current |
|
7 |
(5,530) |
(5,886) |
|
|
- Prior year |
|
|
- |
2,310 |
|
|
|
|
---------- |
---------- |
|
|
|
|
(5,530) |
(3,576) |
|
|
|
|
---------- |
---------- |
|
|
|
|
10,839 |
(3,429) |
|
| Appropriation: |
|
|
|
|
| Proposed
dividend @ 5% (1997: Nil) |
|
|
2,599 |
- |
|
|
|
|
---------- |
---------- |
|
|
|
|
8,240 |
(3,429) |
|
|
|
|
|
| ACCUMULATED
LOSS BROUGHT FORWARD |
|
|
(130,701) |
(127,272) |
|
|
|
|
---------- |
---------- |
|
| ACCUMULATED
LOSS CARRIED FORWARD |
|
|
(122,461) |
(130,701) |
|
|
|
|
========== |
========== |
|
|
| These
accounts should be read in conjunction with the attached notes. |
|
|
|
Sd/- |
|
Sd/- |
|
|
Syed Yawar Ali |
|
Syed Asad Ali |
|
|
Managing Director |
|
Chairman |
|
|
| Karachi:
12th October, 1998 |
|
|
|
| CASH
FLOW STATEMENT |
|
| FOR
THE YEAR ENDED 30 JUNE 1998 |
|
|
|
|
|
(Rupees in' 000) |
|
|
|
|
1998 |
1997 |
|
|
|
|
| CASH
FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
| Profit
before taxation |
|
|
|
16,369 |
147 |
|
|
|
|
|
|
|
| Adjustments
for: |
|
|
|
|
|
| Depreciation |
|
|
|
5,739 |
4,877 |
|
| Gain
on sale of fixed assets |
|
|
- |
(17) |
|
| Amortisation
of deferred cost |
|
|
- |
7,832 |
|
| Financial
charges |
|
|
|
15,506 |
16,391 |
|
| Doubtful
receivables written off |
|
|
2,927 |
3,036 |
|
| Workers'
profit participation fund |
|
|
862 |
8 |
|
| (Gain)/loss
on insurance claim |
|
|
(184) |
38 |
|
|
|
|
|
---------- |
---------- |
|
|
|
|
|
41,219 |
32,312 |
|
|
|
|
| Changes
in operating assets/liabilities |
|
|
|
|
|
| (Increase)/decrease
in stores and spares |
|
(187) |
61 |
|
| (Increase)/decrease
in stock in trade |
|
(58,630) |
36,647 |
|
| Decrease/(increase)
in trade debts - unsecured |
|
9,632 |
(24,758) |
|
| (Increase)/decrease
in goods in transit |
|
(14,018) |
16,229 |
|
| Decrease/(increase)
in loans and advances |
|
714 |
(1,882) |
|
| ((Increase)/decrease
in deposits, prepayments |
|
|
|
| and
other receivables |
|
|
|
(4,854) |
5,938 |
|
| (Decrease)/increase
in creditors, accrued expenses |
|
|
| and
other liabilities |
|
|
|
(22,194) |
45,811 |
|
|
|
|
|
---------- |
---------- |
|
|
|
|
|
(89,537) |
78,046 |
|
|
|
|
| Payments
to Workers' Profit Participation fired |
|
(8) |
- |
|
| Financial
charges paid |
|
|
|
(13,876) |
(19,379) |
|
| Long
term deposits |
|
|
|
142 |
(248) |
|
| Income
tax paid |
|
|
|
(3068) |
(1,175) |
|
|
|
|
|
---------- |
---------- |
|
| Net
cash (used in)/generated from operating activities |
(65,128) |
89,556 |
|
|
|
|
|
| CASH
FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
| Fixed
capital expenditure |
|
|
(4,891) |
(5,576) |
|
| (Increase)
in long term loans |
|
|
(96) |
(38) |
|
| Proceeds
from sale of fixed assets |
|
|
- |
17 |
|
| Insurance
claim receipts |
|
|
|
225 |
340 |
|
| Long
term deposits |
|
|
|
- |
(1) |
|
|
|
|
|
---------- |
---------- |
|
| Net
cash (used) in investing activities |
|
(4,762) |
(5,258) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| CASH
FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
| Issue
of share capital |
|
|
|
17,017 |
- |
|
| Advance
received against issue of rights shares |
|
- |
8,971 |
|
| Payment
of finance lease liabilities |
|
|
- |
(249) |
|
| Payment
of dividend |
|
|
|
(3) |
(9) |
|
| Increase/(decrease)
in short term bank borrowings |
47,214 |
(85,127) |
|
|
|
|
|
---------- |
---------- |
|
| Net
cash generated from/(used in ) financing activities |
64,228 |
(76,414) |
|
|
|
---------- |
---------- |
|
| Net
(decrease)/increase in cash and bank balances |
(5,662) |
7,884 |
|
| Cash
and Bank balances as on 01 July |
|
|
10,479 |
2,595 |
|
|
|
|
|
---------- |
---------- |
|
| Cash
and Bank balances as on 30 June |
|
|
4,817 |
10,479 |
|
|
|
|
|
========== |
========== |
|
