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PAK ELEKTRON LIMITED
ANNUAL REPORT 2003
BOARD OF DIRECTORS
Mr. M. Naseem Saigol (Chairman/Chief Executive)
Mr. M. Azam Saigol
Mr. Shahid Sethi
Mr. Haroon Ahmad Khan (Managing Director)
Mr. Muhammad Murad Saigol
Mr. Homaeer Waheed
Mr. Asif Jameel (NIT Nominee)
Mr. Javed Mahmood (NBP Nominee U/S 182 of the Ordinance)
Mr. Wajahat A. Baqi (NBP Nominee U/S 182 of the Ordinance)
Mr. Tajammmal H. Bokharee (NBP Nominee U/S 182 of the Ordinance)
AUDIT COMMITTEE
Mr. M. Azam Saigol (Chairman/Member)
Mr. Shahid Sethi (Member)
Mr. Homaeer Waheed (Member)
COMPANY SECRETARY
Sheikh Muhammad Shakeel, ACA
CHIEF FINANCIAL OFFICER
Syed Manzar Hasan, ACA
AUDITORS
M/s Manzoor Hussain Mir & Co.
Chartered Accountants
BANKERS (in alphabetical order)
Bank of Punjab
Faysal Bank Limited
National Bank of Pakistan
Saudi Pak Commercial Bank
Union Bank Limited
United Bank Limited
REGISTERED OFFICE
6-Egerton Road, Lahore.
Tel: 63061 31 (5 Lines)
Fax: 6368699
E-mail: shares@saigols.com
WORKS
14 K.M. Ferozepur Road,
Lahore.
Tel: 581 1951 (7 Lines)
the success of the Crystal Refrigerator soon. The demand of appliances especially
with Aero design and performance refrigerators which is growing at a rapid pace
certification by Danfoss Germany, the and is augmented mainly by the increased
improved series with the name of Crystal role of consumer financing through the
Star was very well received by the market. financial institutions and the conventional
This new series is expected to bring new hire purchase schemes by the retailers. For
heights in prodution volumes. Although this purpose we have recently set up a
competition from imported products, consumer marketing division attracting the
especially from China is growing and customers from corporations and large public
pressure on prices and margins is also sector companies.
increasing, we are confident to combat
.these challenges by continuous efforts on PEL Daewoo Electronnics Ltd.
product innovation and development,
bringing  efficiencies  in  production In order to make this unit a profitable entity,
procedures, continuous cost optimization negotiation with different parties are in the
exercises, etc, coupled with aggressive pipe line and we are hopeful to have
marketing strategies. agreements with various distributors of
- television sets whereby television kits are
The sale of airconditioners is passing procured by us under the financing
through a new experience. The market is arrangements made by the respective
dominated with split airconditioners as distributors. Under these arrangements
against windows in the past. However PEL television kits are assembled into finished
Window airconditioners still enjoy good Television sets and conversion price is
reputation in the market despite pressure charged for the television sets assembled
on the  prices. As  part of product by us.
diversification strategy and to address the
changing market needs, PEL split air Merger with PEL Appliances Limited
conditioners with already proven Energy
Saver  characteristics   were   very The Board is pleased to report that the
aggressively and yet cautiously launched order sanctioning  the  Scheme  of
during the year. This was very well Arrangement for the Amalgamation of Pel
received and is expected to become a Applainces Limited with the company was
major player in split airconditioners market passed by the Honourable Lahore High
in the ensuing year. A further improved Court on July 30, 2003 effective from July
and cost effective version of Window type 12,002.00
Energy Saver will complement the Splits
to cater for entire market requirements The company has, accordingly allotted to
enabling the company to achieve the members of Pel Applainces Limited
maximum volumes. fourteen ordinary share of Rs. 10 each of
the Company for every hundred shares of
Diversification strategy of the company has Rs. 10 each held by them in the Pel
reaped its fruits and we plan to continue with Appliances Limited in line with the
the same with a special focus on widening aforesaid Scheme of Arrangements.
the product range introducing new models,
sizes, colours and new finishes. To Corporate Governance
commensurate with the growing markets
the company has planned to launch The Board regularly reviews the company's
Television sets to add to its product range strategic direction. Annual plans and
of trading business which already covers performance targets for business are set
split ACs, Microwave ovens, Vacuum out and reviewed by the Board in the light
Cleaners, etc., A wide range of sizes with of the company's overall objectives. The
uptodate aesthetics coupled with all the Board is committed to maintain the high
features will be available in the market very standards of good corporate governance.
Rs. 2,578 million to Rs. 3,209 million. shown signs of tremendous growth and is
Gross profit has shown an improvement expected to continue in the ensuing years.
of 20.73% from last year i.e. Rs. 827 million Private sector sales are also growing
against Rs.  685 million  last year. alongwith   WAPDA      and   KESC.
Administrative and selling expenses have
increased by 6% to Rs. 300 million from Business in this Division has suffered in
last year's Rs. 283 million primarily due to previous years due to financial problems
increased sales activities. Operating profits in WAPDA and KESC. WAPDA, a few
have witnessed an improvement and are years ago, started the much needed
16.42% of the net sales as against 15.58% upgradation of its distribution network to
for last year. Financial charges for the year avoid frequent breakdowns and to control
are Rs. 349 million (including Rs. 22 million pilferage. This is continuing with a fresh
related to formerly PEL Appliances Ltd) vigour resulting into higher business
as compared to Rs. 338 milion for the last volumes for the company. The energy
year. In line with the policy to attain cost meter production of single phase and three
efficiency, despite increase in business phase meters is moving towards an
volume we have achieved reduction in optimum   level.   Plans  for  further
financial cost through rate reduction and improvement in productivity and quality of
re-profiling of the expensive borrowing in our meters are also in progress. Business
line with the current financial market trends. of distribution transformers is also moving
Net profit before tax has accordingly in the right direction  and we are
increased from Rs.146 million last year to strengthening  our  capabilities  by
Rs.184 million this year. introducing techniques of improved
manpower utilization, product innovation,
The company has accounted for deferred process re-engineering, etc. A sustained
taxation to comply with the requirements activity in the Switchgear business has
of International Accounting Standard (IAS)- been taking place allowing more depth to
12 - Income Tax. Due to elimination of our strategy of diversification of products
tax losses the profit of PEL has attracted within the power division as well. Our track
tax beyond the turnover tax. Hence the record for supply of Switchgear to WAPDA
provision of tax has been made at Rs. against International Tender has already
30.946 million and Rs. 11.641 million for been developed and we are expecting
current and deferred tax respectively. With sizeable orders for this product in future.
the above categorized changes the Since the entire business activities of the
company has thus been able to show a Power Division are now being carried out
net after tax profit of Rs. 141.207 million against inland LCs international tenders or
against a profit of Rs. 130.154 million last advance payments, chronic problem of
year. delayed payments is no longer effecting us.
The board has recommended a stock Appliances division
dividend (Bonus shares) of 25% of the
paid   up  capital  of the  company. Business in appliances division has shown
mixed trends but we feel that the company
Power Division has become a serious player in the
Domestic Appliances Market. Increased
Positive macro economic indicators production in refrigerator manufacturing
allowing  more  investment  by the is a major source of consistent growth
Government are yielding positive results. coupled with split air conditioners and
Furthermore, investment in the private other products being introduced as a part
sector in construction, with new industrial of company's strategy of widening its
projects, has increased demand for our product lines. This trend appears to be
products. Power Division business has continuous in the up coming years. After
year ended June 30,2003.
Financial Results
2003 2002
(Rupees in thousand)
Gross Sales 3,713,342 2,983,880
Gross Profit 826,617 685,015
Operating Profit 527,075 401,665
Profit before tax 183,794 146,330
Net Profit for the year 141,207 130,154
years is annexed. not been provided. The depreciation on upward
revaluation of land is not charged as the value of land
Chairman's Review does not depreciate with its use. Provision is not made
The review included in the Annual Report deals inter for the diminution in the value of investments as the
alia with the performance of the Company for the year management considers it as of temporary nature and
ended June 30, 2003. The directors endorse the the investments are made on long term basis.
contents of the review. Company has chalked out a plan to recover the
amounts due from associated undertakings and
Change in Directors compliance will be made Under Section 208 of the
Companies Ordinance 1984.
Since the last Annual General Meeting Mr Javed
Mahmood Dar, Mr. Nausherwan Adil and Mr. Bonus Shares
Muhammad Khaleeq Janjua, nominees of National
Bank of Pakistan, resigned and in their place Mr. The Directors are pleased to recommend the issue
Javed Mahmood, Mr. Wajahat A. Baqai and Mr. of Bonus Shares @ 25 Bonus Shares of Rs.10 each
Tajammal H. Bokharee, nominees of National Bank for every 100 shares held (25%) by capitalization of
of Pakistan joined the Board of Directors Under Section share premium account to the same extent.
182 of the Companies Ordinance, 1984.
Khaleeq Janjua Consolidated Financial Statements
Further Sh. Mohibullah Usmani resigned from the Consolidated Financial Statements of the Company
office of Director and in his place Mr. Muhammad and its subsidiary PEL Daewoo Electronics Limited
Murad Saigol appointed as Director for the remainder are annexed.
of the term of office of outgoing Director Sh. Mohibullah
Usmani.
Particulars 2003 2002 2001 2000 1999 1998
Sales - Net 3,209 2,578 2,129 1,930 1,540 1,200
Gross Profit 827 685 620 638 470 232
Profit/(Loss) before tax 184 146 107 69 -89 -309
Profit/(Loss) after tax 141 130 94 59 -96 -315
Share Capital 190 185 185 185 185 185
Shareholders' equity 519 191 61 -33 -92 4
Fixed Assets - Net 3,030 2,394 2,375 2,098 2,037 497
Total Assets 5,351 4,621 4,498 4,162 3,843 2,086
Bank Borrowings 2,203 1,958 2,063 2,193 2,053 1,881
Ratios
Profitability:
Gross profit margin 26% 27% 29% 33% 31% 19%
Profit/ (Loss) after tax 4% 5% 4% 3% -6% -26%
Earning per share 7.45 7.02 5.07 3.18 - -
Activity:
Sales to fixed assets - times 1.06 1.08 0.9 0.92 0.76 2.41
Liquidity:
Current ratio - times 1.02 1.31 1.33 1.34 1.48 1.43
Break up value per share - Rs. 27.38 10.31 3.29 -1.78 -4.96 0.23
Financial charge coverage 1.55 1.44 1.28 1.18 0.77 0.14
The Board has formed an audit committee. It comprises 3 members, of whom all are non-executive
directors including the chairman of the committee.
The meetings of the audit committee were held at least once every quarter prior to approval of interim
and final results of the Company as required by the Code. The terms of reference of the committee
have been formed and advised to the committee for compliance.
The Board has set-up an effective internal audit function who are considered suitably qualified and
experienced for the purpose and are conversant with the policies and procedures of the Company and
they are involved in the internal audit function on a full time basis.
The statutory auditors of the Company have confirmed that they have been given a satisfactory rating
under the Quality Control Review program of the Institute of Chartered Accountants of Pakistan, that
they or any of the partners of the firm, their spouses and minor children do not hold shares of the
Company and that the firm and all its partners are in compliance with International Federation of
Accountants (IFAC) guidelines on code of ethics as adopted by Institute of Chartered Accountants of
Pakistan.
The statutory auditors or the persons associated with them have not been appointed to provide other
services except in accordance with the listing regulations and the auditors have confirmed that they
have observed IFAC guidelines in this regard.
We confirm that all other material principles contained in the Code have been substantially complied with.
This statement is being presented to comply with the Code of Corporate Governance contained in Regulation
No. 37, 43 & 36 of listing regulations of Karachi, Lahore & Islamabad Stock Exchanges respectively for the
purpose of establishing a framework of good governance, whereby a listed company is managed in compliance
with the best practices of corporate governance.
The  Company  has applied  the  principles contained  in the  Code  in  the following  manner:
1.        The Company encourages representation of independent non-executive directors and directors
representing minority interests on its Board of Directors. At present the Board includes independent
non-executive directors.
2.        The directors have confirmed that none of them is serving as a director in more than ten listed companies,
including this Company.
3.        All the resident directors of the Company are registered as taxpayers and none of them has defaulted
in payment of any loan to a banking company, a DPI or an NBFI or, being a member of a stock exchange,
has been declared as a defaulter by that stock exchange.
4.        The Company has prepared a 'Statement of Ethics and Business Practices' which has been signed
by all the directors and employees of the Company.
5.        The Board has developed a vision/mission statement, overall corporate strategy and significant policies
of the Company. A complete record of particulars of significant policies along with the dates on which
they were approved or amended has been maintained.
6.        All the powers of the Board have been duly exercised and decisions on material transactions, including
appointment and determination of remuneration and terms and conditions of employment of the CEO
and other executive directors, have been taken by the Board.
7.        The meetings of the Board were presided over by the Chairman and, in his absence, by a director
elected by the Board for this purpose and the Board met at least once in every quarter. Written notices
of the Board meetings, along with agenda and working papers were circulated at least seven days
before the meetings. The minutes of the meetings were appropriately recorded and circulated.
8.        The directors are aware of their fiduciary responsibilities and most of them have attended orientation
courses.
9.        The Board has approved appointment of CFO, Company Secretary and Head of Internal Audit, including
their remuneration and terms and conditions of employment, as determined by the CEO.
10.        The directors' report for this year has been prepared in compliance with the requirements of the Code
and fully describes the salient matters required to be disclosed.
1 1 .      The financial statements of the Company were duly endorsed by CEO and CFO before approval of the
Board. 12.      The directors, CEO and executives do not hold any interest in the shares of the Company other than that disclosed in the pattern of shareholding. 13.      The Company has complied with all the corporate and financial reporting requirements of the Code.
We have audited the annexed balance sheet of PAK ELEKTRON LIMITED as at 30th June- 2003 and the
related profit and loss account, cash flow statement and statement of changes in equity together with the notes
forming part thereof, for the year then ended and we state that we have obtained all the information and
explainations which, to the best of our knowledge and belief, were necessary for the purposes of our audit.
It is the responsibility of the company's management to establish and maintain a system of internal control,
and prepare and present the above said statements in conformity with the approved accounting standards and
the requirements of the Companies Ordinance, 1984. Our responsibility is to express an opinion on these
statements based on our audit.
We conducted our audit in accordance with the auditing standards as applicable in Pakistan. These standards
require that we plan and perform the audit to obtain reasonable assurance about whether the above said
statements are free of any material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the above said statements. An audit also includes assessing the
accounting policies and significant estimates made by the management, as well as, evaluating the overall
presentation of the above said statements. We believe that our audit provides reasonable basis for our opinion
and, after due verification and subject to the observations expressed below and extent to which the notes
referred to may effect, we report that:
(a)      in our opinion, proper books of accounts 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
accounts 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, cash flow statement and statement of changes in equity together
with the notes forming part thereof conform with approved accounting standards as applicable in Pakistan,
and, give the information required by the Companies Ordinance, 1984, in the manner so required and
subject to the observations expressed for unprovided duties and taxes indicated at Note No. 13.4 and
18.2 and the extent to which these may effect and respectively give a true and fair view of the state of
the company's affairs as at 30lh June> 2003 and of the profit, its cash flows and changes in equity for
the year then ended;
Attention is invited to Note Nos. 14.5, 15.3 and 18.4
(d)      in our opinion, no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980.
We have reviewed the Statement of Compliance with the best practices contained in the Code of Corporate
Governance prepared by the Board of Directors of Pak Elektron Limited to comply with the Listing Regulation
No. 37 of the Karachi Stock Exchange, Listing Regulations Chapter No. XIII of the Lahore Stock Exchange
and Listing Regulation No. 36 of the Islamabad Stock Exchange where the Company is listed.
The responsibility for compliance with the Code of Corporate Governance is that of the Board of Directors of
the Company. Our responsibility is to review, to the extent where such compliance can be objectively verified,
whether the Statement of Compliance reflects the status of the Company's compliance with the provisions of
the Code of Corporate Governance and report if it does not. A review is limited primarily to inquiries of the
Company personnel and review of various documents prepared by the Company to comply with the code.
As part of our audit of financial statements we are required to obtain an understanding of the accounting and
internal control systems sufficient to plan the audit and develop an effective audit approach. We have not
carried out any special review of the internal control system to enable us to express an opinion as to whether
the Board's statement on internal control covers all controls and the effectiveness of such internal controls.
Based on our review, except for the observations expressed in our audit report and in notes appended to the
accounts if any effecting the compliance of Code of Corporate Governance, nothing has come to our attention
which causes us to believe that the Statement of Compliance does not appropriately reflect the Company's
compliance, in all material respects, with the best practices contained in the Code of Corporate Governance.
Note 2003 2002
(Rupees in thousand)
EQUITY AND LIABILITIES
SHARE CAPITAL AND RESERVES
Authorised:
25,000,000 ordinary shares of Rs. 10/- each 250,000 250,000
Issued, subscribed and paid up 3 189,501 185,418
Reserves: 4 125,100 125,100
Unappropriated profit/(loss) 204,226 -119,309
SHAREHOLDERS' EQUITY' 518,827 191,209
NON CURRENT LIABILITIES
Surplus on revaluation of fixed assets 5 1,485,077 1,667,405
Grant in aid 9 79,339 79,339
Long term loans 6 737,831 789,043
Liabilities against assets subject to finance lease 7 48,439 41,264
Deferred taxation 8 11,641 -
Deferred income due to sale and lease back 2,758 3,518
CURRENT LIABILITIES
Short term finances 10 1,132,927 785,376
Current portion of long term liabilities 11 283,797 342,173
Creditors, provisions and accrued liabilities 12 1,050,491 721,568
2,467,215 1,849,117
CONTINGENCIES AND COMMITMENTS 13
5,351,127 4,620,895
Note 2003 2002
(Rupees in thousand)
SALES - GROSS 21 3,713,342 2,983,880
SALES TAX 504,106 405,408
SALES - NET 3,209,236 2,578,472
COST OF SALES 22 2,382,619 1,893,457
GROSS PROFIT 826,617 685,015
OPERATING EXPENSES
Administrative 23 133,822 142,749
Selling 24 165,720 140,601
299,542 283,350
OPERATING PROFIT 527,075 401,665
FINANCIAL EXPENSES 25 -349,388 -338,028