|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AL-ASIF SUGAR
MILLS LTD. |
|
|
|
|
|
|
|
|
| ANNUAL REPORT
2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CONTENTS |
|
|
|
|
|
|
|
|
|
|
| Company
Information |
|
|
|
|
|
|
|
|
|
| Notice of
Annual General Meeting |
|
|
|
|
|
|
|
|
|
| Directors' Report |
|
|
|
|
|
|
|
|
|
|
| Pattern of
Share Holding |
|
|
|
|
|
|
|
|
|
| Vision /
Mission Statements |
|
|
|
|
|
|
|
|
|
| Statement of
Ethics & Business Practices |
|
|
|
|
|
|
|
|
| Six Years Data
At A Glance |
|
|
|
|
|
|
|
|
|
| Statement of
Compliance with the Best Practices of Corporate Governance |
|
|
|
|
|
|
|
| Auditors' Report |
|
|
|
|
|
|
|
|
|
|
| Balance Sheet |
|
|
|
|
|
|
|
|
|
|
| Profit and
Loss Account |
|
|
|
|
|
|
|
|
|
| Cash Flow
Statement |
|
|
|
|
|
|
|
|
|
| Statement of
Changes in Equity |
|
|
|
|
|
|
|
|
|
| Notes to the
Accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| COMPANY
PROFILE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BOARD
OFDIRECTORS: |
MR. QAZI AMJ AD ABID ABBASI |
Chief Executive |
|
|
|
|
|
|
|
|
MR. M. ARSHAD MIRZA |
Director |
|
|
|
|
|
|
|
|
MRS. HUSNA AMJAD QAZI |
Director |
|
|
|
|
|
|
|
|
MR. ALI AKBER JUNEJO |
Director |
|
|
|
|
|
|
|
|
MR. HAJI SHER JAMALI |
Director |
|
|
|
|
|
|
|
|
MR. SHAIKH AFTAB AHMED |
Director (I.D.B.P) |
|
|
|
|
|
|
|
MR.KEMALSHOAIB |
Director (N.I.T) |
|
|
|
|
|
|
|
|
MR. MUHAMMAD ABDUL SAMAD |
Director (N.I.T) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AUDIT
COMMITTEE: |
MR. M. ARSHAD MIRZA |
Chairman |
|
|
|
|
|
|
|
|
MRS. HUSNA AMJAD QAZI |
Member |
|
|
|
|
|
|
|
|
MR. ALI AKBER JUNEJO |
Member |
|
|
|
|
|
|
| CHIEF
FINANCIAL OFFICER & |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| COMPANY
SECRETARY: |
MR. MUHAMMAD BAQIR JAFFERI |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AUDITORS: |
|
M/S. KHALID MAJID RAHMAN SARFARAZ RAHIM |
|
|
|
|
|
|
|
|
IQBALRAFIQ |
|
|
|
|
|
|
|
|
|
|
CHARTERED ACCOUNTANTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| COST AUDITOR: |
|
M. ISHAQUE AND COMPANY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| COST &
MANAGEMENT ACCOUNTANTS-KARACHI |
|
|
|
|
|
|
|
|
| LEGAL AD
VISOR: |
MUHAMMAD SALIM THEPDAWALA & CO. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| REGISTERED
OFFICE: |
4TH FLOOR, BANK HOUSE NO. 2, |
|
|
|
|
|
|
|
|
|
HABIB SQUARE, M. A. JINNAH ROAD, |
|
|
|
|
|
|
|
|
Karachi-74000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| FACTORY: |
|
ASIF ABAD P.O. GARHO, |
|
|
|
|
|
|
|
|
|
DISTRICT THATTA. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| NOTICE OF
MEETING |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Notice is
hereby given that the 20th Annual General Meeting of the Company will be held
at 4th Floor, Bank House |
|
|
|
|
| No, 2, Habib
Square, M.A. Jinnah Road, Karachi on Wednesday, 28th January, 2004 at 2:00
p.m. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1. To confirm the minutes of the 19th
Annual General Meeting held on 06-03-2003. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2 To receive, consider and adopt the
Audited Accounts for the year ended 30-09-2003 together with the |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| directors' and
auditors' report thereon. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. To appoint auditors for the year
2003-2004 and to fix their remuneration. The retiring auditors M/s. |
|
|
|
|
|
| Khalid Majid
Rahman Sarfaraz Rahim Iqbal Rafiq, Chartered Accountants have offered
themselves for |
|
|
|
|
|
| reappointment. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. To transact any other business of
the company that may be brought forward with permission of the |
|
|
|
|
|
| chairman. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BY ORDER OF
THE BOARD |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (MUHAMMAD
BAQIRJAFFERI) |
|
|
|
|
|
|
|
|
|
| Company
Secretary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Karachi |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dated:
December 31,2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| NOTES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1. The Share transfer books of the
Company will remain closed from 20-01-2004 to 28-01-2004 (both days |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| inclusive). |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2 A member entitled to attend and
vote at the Annual General Meeting is entitled to appoint a proxy to attend |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| and vote on
his behalf. Form of proxies in order to be valid must be received at
registered office of the |
|
|
|
|
|
| company 48
hours before the time of the meeting. A proxy must be a member of the
company. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. Shareholders are requested to
notify any change in address immediately. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| DIRECTORS'
REPORT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| In the name of
Allah the Most Gracious the Most Merciful |
|
|
|
|
|
|
|
| Dear Members
Assalam-o-Alekum, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| On the behalf
of the Board of Directors, it is my privilege to presenting 20th Annual
Report and Audited Financial Statements |
|
|
|
|
| together with
auditors report thereon for the year ended 30th September 2003. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| GENERAL |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Periodic
Quarterly Directors Reports with Unaudited / Reviewed Accounts of the Company
have already covered a significant of |
|
|
|
|
| the present
report and major aspects of the operational and financial activities of the
Company. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| By virtue of
it is being wholly agro-based sugar industry destined to play a role of
catalyst in growth and development of the |
|
|
|
|
| economy. Now
this industry is passing through a critical phase. At present only a handful
of the Mills are generating profit while the |
|
|
|
|
| majority of
the mills are suffering losses, some are incurring huge unbearable losses,
which would choke their existence. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Your mill is
also one of the Mills, which is very strongly fighting the odds. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sugar industry
is passing through critical situation however in Punjab the Industry has been
able to keep up with the crisis as there |
|
|
|
|
| is ample
sugarcane crop due to water availability higher sugar price by about Re I/-
per kg compared to Sindh and lower sugarcane |
|
|
|
|
| price fixed by
the Punjab Government. The shortage of sugar in Punjab has almost diminished.
Previously, Sindh was a net exporter |
|
|
|
|
| of sugar, this
has not changed but the export of sugai has been limited to new Punjab areas
and buying by TCP and direct/indirect |
|
|
|
|
| exports to
Afghanistan. Government of Sindh has positively responded to the problems of
Sindh Sugar Industry. There were certain |
|
|
|
|
| concessions
announced by the Government during the reporting Season 2002-2003, wherein
sugarcane price was fixed at Rs. 43/- |
|
|
|
|
| with split of
payment in two parts i.e. Rs. 40/- to be paid at the time of delivery of
sugarcane and Rs 3/- to be paid after the season |
|
|
|
|
| was over. The
issue of Quality Premium is under litigation at Supreme Court, the Industry
consenting Q.P being not payable. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The Company is
also facing litigation from Banks/DFTs. However, tl~,e company has applied to
the Committee for Revival of Sick |
|
|
|
|
| Industrial
Units for restructuring and also applied to all the Banks/DFIs for availing
the benefits offered under SBP Circular BPD |
|
|
|
|
| 29 of October
15, 2002. Company management is hopeful for a favourable outcome from the
above forums, which would give the |
|
|
|
|
| company
substantial leverage to overcome its financial difficulties and to become a
viable unit. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The operating
results of your company for the season are: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Particulars |
|
|
|
|
2002-2003 |
2001-2002 |
|
|
|
|
| Season Started |
|
|
|
|
25-12-2002 |
10-11-2001 |
|
|
|
|
| Date of Closure |
|
|
|
|
12-04-2003 |
17-03-2002 |
|
|
|
|
| No. of Days
Worked |
|
|
|
109 |
128 |
|
|
|
|
| Cane Crushed
(Tons) |
|
|
|
265,822 |
120,603 |
|
|
|
|
| (Manunds) |
|
|
|
6,645,550 |
3,015,075 |
|
|
|
|
| Sucrose
Recovery % |
|
|
|
9.8 |
9.021 |
|
|
|
|
| Molasses
Recovery % |
|
|
|
5.23 |
5.1 |
|
|
|
|
| Sugar
Production from Sugarcane |
|
|
|
26,126 |
10,810 |
|
|
|
|
| Sugar
Production from Raw Sugar |
|
|
|
- |
1,471 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003 |
2002 |
|
|
|
|
|
|
|
|
|
Rupees |
Rupees |
|
|
|
|
| Sales- Net |
|
|
|
|
407,025,797 |
210,679,859 |
|
|
|
|
| Cost of Goods
Sold |
|
|
|
-395,505,344 |
-260,784,230 |
|
|
|
|
| Gross
ProfitX(Loss) |
|
|
|
11,520,453 |
-50,104,371 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating
Expenses |
|
|
|
|
|
|
|
|
|
| General and
Administrative |
|
|
|
19,304,644 |
17,929,581 |
|
|
|
|
| Selling and
Distribution |
|
|
|
423,733 |
275,919 |
|
|
|
|
|
|
|
|
|
-19,728,377 |
-18,205,500 |
|
|
|
|
| Operating Loss |
|
|
|
|
-8,207,924 |
-68,309,871 |
|
|
|
|
| Financial and
Other Charges |
|
|
|
|
|
|
|
|
|
| Financial Charges |
|
|
|
|
30,256,902 |
77,707,190 |
|
|
|
|
| Other Charges |
|
|
|
|
1,154,260 |
6,993,604 |
|
|
|
|
|
|
|
|
|
-31,411,162 |
-84,700,794 |
|
|
|
|
|
|
|
|
|
-39,619,086 |
-153,010,665 |
|
|
|
|
| Other Income |
|
|
|
|
101,696 |
12,136 |
|
|
|
|
| Loss before
Taxation |
|
|
|
-39,517,390 |
-152,998,529 |
|
|
|
|
| Provision for
Taxation |
|
|
|
|
|
|
|
|
|
| - Current |
|
|
|
|
-2,035,129 |
1,053,400 |
|
|
|
|
| - Prior |
|
|
|
|
- |
123,506 |
|
|
|
|
|
|
|
|
|
-2,035,129 |
-1,176,906 |
|
|
|
|
| Loss after
Taxation |
|
|
|
-41,552,519 |
-154,175,435 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| a) The accounts have a provision for
Quality Premium factor into it, which resulting substantial increase it cost
of production |
|
|
|
|
| & loss for
the year. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| b) Company is in the process of availing
concessional repayment plans offered by the Government to address the
financial |
|
|
|
|
| crisis. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| SEASON
2003-2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The reduction
in sugarcane support price from Rs 43/- to 41 /- is a landmark decision in
the history of price fixation by the |
|
|
|
|
| Government The
realization of the crisis in the Industry is a welcome move Notification for
Quality Premium for this season i.e |
|
|
|
|
| 2003-2004 has
not been issued so far if it remains so, it will prove to be a major
advantage to the industry in Sindh and provide the |
|
|
|
|
| level playing
field with the industry in Punjab. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| It is hoped
that industry would be reaping profits due to these factors. However, we may
caution our shareholders that Thatta was |
|
|
|
|
| badly hit by
the natural calamity and crops destroyed. The estimate of destruction to date
seems to be abnormal This will negatively |
|
|
|
|
| affect both
our production and profitability. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| HEALTH, SAFETY
AND ENVIRONMENT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Appropriate
facilities existed for safeguarding the health of employees in accordance
with the Factories Act 1948 and National |
|
|
|
|
| Environment
Quality Standard (N.E.Q.S.) for Sugar Industry. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| INFORMATION
TECHNOLOGY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Improvement
and up-gradation of the existing instruments are being continuously made to
coupe with the technological advancement |
|
|
|
|
| in this field. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AUDIT REPORT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1. The company sustained Operating loss of
Rs. 8.2 million as compared to last year the loss of Rs. 68.309 million which |
|
|
|
|
| seems to be a
healthy signal towards profitability of this project. As regards to the
matter of Going Concern and |
|
|
|
|
|
| reasons
mentioned by the auditors it is stated that it is not only our mill, but also
the entire Sugar Industry in Sindh |
|
|
|
|
| is exposed to
the problem of:- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1 . Over-capacity in the sugar industry. |
|
|
|
|
|
|
|
|
| 2. Government interference/Sugar price
fixing mechanism, Sugarcane price fixing mechanism |
|
|
|
|
|
| 3 Sugar-cane varieties and climatic
conditions. |
|
|
|
|
|
|
|
|
| 4. Water and soil problems |
|
|
|
|
|
|
|
|
|
| 5. Sales Tax and other taxing mechanism. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Inspite of
above factor the Company has managed to repay its liabilities to the extent
of Rs. 12.762 million to the |
|
|
|
|
|
| financial
institutions and is seeking extension for repayments. Meanwhile it has
started operations for 2003-2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| season and
does not foresee going concern problem arising from non payment of
liabilities to the financial institutions |
|
|
|
|
| on expectation
of securing necessary extension based on a genuine difficulties faced by the
Company in particular |
|
|
|
|
| and industry
in general. The management of the Company also has initiated to avail the
scheme: under SBP Circular |
|
|
|
|
| No. 29 of
October 15, 2002 for settlement of Banks / DFIs dues. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. We have finalised the matter of our long
term liabilities with M/s. Aebros (Pvt) Ltd. and M/s Ebramin (Pvt) Ltd, and |
|
|
|
|
| have paid Rs.
133.500 million during the current year These parties have agreed with our
repayment of liability in a |
|
|
|
|
|
| period of 15
years according to the available cash flow. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. The major portion of these receivables
is the loans to growers, granted by the mill during period 1993-1995, to
develop |
|
|
|
|
| sugar cane in
the area. At the time of resumption of mill operation after shut down of 4
years, the recovery was |
|
|
|
|
|
| deferred for a
period of four years, as the area was not developed till then. The decision
proved favourable for the |
|
|
|
|
|
| Company as the
area is now developed and the burden of transportation cost has decreased to
the some extent. At |
|
|
|
|
| present under
cultivated area is 20,524 acres against 5,625 in 1998. We have started the
recovery campaign. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. As regards the confirmations from
Bankers Equity Limited, United Bank Limited and National Bank of Pakistan, it |
|
|
|
|
| is stated that
the Institute of Chartered Accountants of Pakistan has an understanding with
Banks and DFIs in the |
|
|
|
|
| matter of
direct confirmation. We cannot influence Banks and DFIs in this matter. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BOARD OF
DIRECTORS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The board
comprises of eight directors including Chief Executive, two representatives
of N.I.T and a nominee director. There has |
|
|
|
|
| been two
changes in the Board of Directors of the Company since publication of the
prior year's Report. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Mr. Qazi Amjad
Abid Abbasi |
Chief Executive |
|
|
|
|
|
|
|
|
| Mr M Arshad
Mirza |
Director |
|
|
|
|
|
|
|
|
| Mrs. Husna
Amjad Qazi |
Director |
|
|
|
|
|
|
|
|
| Mr. Ali Akber
Junejo |
Director |
|
|
|
|
|
|
|
|
| Mr Haji Sher
Jamali |
Director |
|
|
|
|
|
|
|
|
| Mr Shaikh
Aftab, Ahmed |
Director (I.D.B.P.) |
|
|
|
|
|
|
|
|
| Mr. Kemal Shoaib |
|
Director (N.I.T.) |
|
|
|
|
|
|
|
|
| Mr. Muhammad
Abdul Samad |
Dector (N.I.T.) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| During the
year under review the following changes have been taken place in the Board of
Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Incoming
Outgoing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Mr. Haji Sher
Jamali -
Director
Mr. Syed Vaqar Hussain - Director |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Mr. Muhammad
Abdul Samad - Director (N.I.T.) Mr.
Shamim Ahmed - Director (N.I.T.) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The Board
welcomes the new member and records its appreciation for the valuable
services rendered by the outgoing Director. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AUDITORS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The present
auditors - M/s. Khalid Majid Rahman Sarfaraz Rahim Iqbal Rafiq & Co.
Chartered Accountants retire and being eligible |
|
|
|
|
| offer
themselves or reappointment for the ensuing season. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The Board's
Audit Committee has recommended their appointment for the year 2003-2004. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| STATEMENT OF
CORPORATE AND FINANCIAL REPORTING FRAME WORK |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| a The financial statements, prepared by
the management of the Company, present fairly its state of affairs, the
result of its |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| operations
cash flows and changes in equity. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| b Proper books of accounts of the company
have been maintained, |
|
|
|
|
|
|
|
| c Appropriate accounting policies have
been consistently applied in preparation of financial statements and
accounting estimates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| are based on
reasonable and prudent judgment. To give effect to change in law, as
clarified by SECP, an amount equal to the |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| incremental
depreciation has been transferred from the surplus on revaluation of fixed
assets to accumulated loss in the current |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| d
International Accounting Standards, as applicable in Pakistan, have been
followed in preparation of financial statements and |
|
|
|
|
| any departure
there from has been adequately disclosed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| e The system
of internal control which was in place, is sound in design and has been
effectively implemented and monitored. |
|
|
|
|
| However, it is
being continuously reviewed by internal audit and other officers handling
such procedures. The process of review |
|