|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bhanero Textile
Mills Limited |
|
|
|
|
|
|
|
|
|
|
| Annual Reports
2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CORPORATE
INFORMATION |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BOARD OF
DIRECTORS |
Mr. Mohammad Salim |
Chief Executive / Director |
|
|
|
|
|
|
|
|
|
Mr. Mohammad Sharif |
Director |
|
|
|
|
|
|
|
|
|
|
Mr. Mohammad Shaheen |
Director |
|
|
|
|
|
|
|
|
|
|
Mr. Mohammad Shakeel |
Director |
|
|
|
|
|
|
|
|
|
|
Mr. Khurram Salim |
Director |
|
|
|
|
|
|
|
|
|
|
Mr. Bilal Sharif |
|
Director |
|
|
|
|
|
|
|
|
|
|
Mr. Hasan Mahmood |
Director (Resigned on April 17,2003) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Iqbal Mehboob |
Director (Appointed on April 17,2003) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| COMPANY
SECRETARY |
Mr. Asif Mahmood |
|
|
|
|
|
|
|
|
|
|
|
FCA, FCIS, FITM, FICS, APA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CHIEF
FINANCIAL OFFICER |
Mr. Anwar Hussain, FCA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AUDIT
COMMITTEE |
Bilal Sharif |
|
Chairman |
|
|
|
|
|
|
|
|
|
|
Khurram Salim |
|
Member |
|
|
|
|
|
|
|
|
|
|
Mohammed Shakeel |
Member |
|
|
|
|
|
|
|
|
| AUDITORS |
|
M/s Mushtaq & Company |
|
|
|
|
|
|
|
|
|
|
|
Chartered Accountants |
|
|
|
|
|
|
|
|
|
|
|
407, Commerce Centre |
|
|
|
|
|
|
|
|
|
|
|
Hasrat Mohani Road |
|
|
|
|
|
|
|
|
|
|
|
Karachi. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LEGAL ADVISOR |
Mr. Shahid Pervaiz Jami, |
|
|
|
|
|
|
|
|
|
|
|
Advocates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BANKERS |
|
ABN Amro Bank |
|
|
|
|
|
|
|
|
|
|
|
|
Citi Bank, N.A. |
|
|
|
|
|
|
|
|
|
|
|
|
Hong Kong and Shanghai Banking Corporation |
|
|
|
|
|
|
|
|
|
|
Standard Chartered Bank |
|
|
|
|
|
|
|
|
|
|
|
Muslim Commercial Bank Limited |
|
|
|
|
|
|
|
|
|
|
|
United Bank Limited |
|
|
|
|
|
|
|
|
|
|
|
Faysal Bank Limited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| REGISTERED
OFFICE |
|
|
|
|
|
|
|
|
|
|
|
|
|
Umer Chambers, |
|
|
|
|
|
|
|
|
|
|
|
|
10/2, Bilmoria Street, |
|
|
|
|
|
|
|
|
|
|
|
Off. 1. 1. Chundrigar Road, |
|
|
|
|
|
|
|
|
|
|
|
Karachi. |
|
|
|
|
|
|
|
|
|
|
|
|
Tel: (021) 263591 6- 17 |
|
|
|
|
|
|
|
|
|
|
|
Fax:(021)263-7826 |
|
|
|
|
|
|
|
|
|
|
|
E-mail : khioff@umergroup.com |
|
|
|
|
|
|
|
|
|
|
|
website : www.umergroup.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LIAISON/CORRESPONDENCE |
|
|
|
|
|
|
|
|
|
|
|
| OFFICE : |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6-K, Main Boulvard, |
|
|
|
|
|
|
|
|
|
|
|
Gulberg II, Lahore. |
|
|
|
|
|
|
|
|
|
|
|
Tel: (042) 5770001 -3 |
|
|
|
|
|
|
|
|
|
|
|
Fax:(042)5770015 |
|
|
|
|
|
|
|
|
|
|
|
|
E-mail : lhroff@umergroup.com |
|
|
|
|
|
|
|
|
|
|
|
Website : www.umergroup.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| MILLS AT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unit I, is situated |
|
|
|
|
|
|
|
|
|
|
|
|
at Kotri, |
|
|
|
|
|
|
|
|
|
|
|
|
District Dadu, |
|
|
|
|
|
|
|
|
|
|
|
|
Ph: 0221 -87001 3 |
|
|
|
|
|
|
|
|
|
|
|
Unit II, is situated at |
|
|
|
|
|
|
|
|
|
|
|
Feroz Watwan, |
|
|
|
|
|
|
|
|
|
|
|
|
Shaikhupura, Punjab |
|
|
|
|
|
|
|
|
|
|
|
Ph: 0496-731 728 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dividend |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Your directors
have pleasure in recommending a final cash dividend of 100 % i.e. Rs. 10.00
per share |
|
|
|
|
|
|
|
| (2002: 50%
i.e. Rs. 5.00 per share) for the approval of shareholders at forthcoming the
Annual General |
|
|
|
|
|
|
|
| Meeting. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| YEAR UNDER
REVIEW |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The year under
review was a good year in terms of profits although the prices of raw cotton
remained high. |
|
|
|
|
|
|
|
| The quality of
crop was comparatively better. The low mark up rate was the only support. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| FUTURE OUTLOOK |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The prices of
cotton remained high as compared to the previous year, which is mainly due to
the reports |
|
|
|
|
|
|
|
| of the heavy
damage to cotton crop. The severe pest attack is the main cause. The
un-official projection |
|
|
|
|
|
|
|
| on the size of
crop is close to about 8.5 to 9 million bales. Despite heavy damage to the
crop in many areas |
|
|
|
|
|
|
|
| of cotton
growing belt owing to heavy rains and later severe pest attacks, the
officials are hoping that cotton |
|
|
|
|
|
|
|
| production may
not reach the target of 10 million bales. The prices of cotton in the
international market are |
|
|
|
|
|
|
|
| also in high
tone due to shortage of cotton in china. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The cotton
requirements of our textile industry are growing at a fast pace. There has
been large scale |
|
|
|
|
|
|
|
| balancing and
modernization of the textile industry apart from the addition of new
spindlage in the recent |
|
|
|
|
|
|
|
| past which has
considerable raised the consumption of cotton in the country. According to
the trade circles, |
|
|
|
|
|
|
|
| the mill
consumption of cotton has gone up from 9.4 million bales in 1999-2000 to 11.0
million bales in |
|
|
|
|
|
|
|
| 2002-2003. The
mill consumption of cotton is growing at a rate of about half a million bales
per year during |
|
|
|
|
|
|
|
| the last four
years. The cotton requirements of the mills are being placed at 12 million
bales in the current |
|
|
|
|
|
|
|
| cotton season
and around 15 million bales after the year 2005. Keeping in view of the above
facts I am |
|
|
|
|
|
|
|
| not so hopeful
about the future of the textile industry in Pakistan especially for the
spinning sector. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Expansion Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The management
of your company is striving hard for continues balancing & modernization
of the machinery |
|
|
|
|
|
|
|
| with the
latest technology. The management is also focusing on the post WTO scenario
of 2005. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The company
has replaced the 12 existing chines ring frames form Unit-l that resulted in
increase in the |
|
|
|
|
|
|
|
| production
capacity of Unit-l from 19,200 spindles to 19,584 spindles. The spindles of
Unit-ll have also |
|
|
|
|
|
|
|
| increased from
20,880 spindles to 25,920 spindles. Thus the total production capacity of
your company |
|
|
|
|
|
|
|
| is now 45,504
spindles. The management has planned to add 2 auto conners and 3 simplex to
meet the |
|
|
|
|
|
|
|
| production
requirement of the above expansion. It is expected that the above replacement
and addition |
|
|
|
|
|
|
|
| will improve
the production and as well as quality of yarn. Your management has also
installed an open- |
|
|
|
|
|
|
|
| end machine
having 192 rotors. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Human Resource |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The management
of your company believes that the organization can not be successful in the
absence |
|
|
|
|
|
|
|
| of motivated
and professional human resources. Keeping in view, your company has embarked
on a serious |
|
|
|
|
|
|
|
| effort of
upgrading its manpower through induction of qualified staff. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Corporate
& Financial Reporting Framework: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The board of
directors is mindful of its responsibilities as established by the Code of
Corporate |
|
|
|
|
|
|
|
|
| Governance by
Stock Exchanges and the Securities and Exchange Commission of Pakistan. Your |
|
|
|
|
|
|
|
| company is
always committed to the standards of corporate governance and continually
seeking |
|
|
|
|
|
|
|
| improvements
in the existing system. However, we are pleased to report that your company
has |
|
|
|
|
|
|
|
| taken
necessary steps to comply with the provisions of Code of Corporate Governance
as |
|
|
|
|
|
|
|
|
| incorporated
in the listing rules of the Stock Exchanges. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| We give below
our statement on Corporate and Financial Reporting Framework: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| a) The financial statements, presented
by the management of the company, present fairly its |
|
|
|
|
|
|
|
| state of
affairs, the result of its operations and cash flow & 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
the accounting estimates are based on reasonable and prudent judgement. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| d) International accounting standards,
as applicable in Pakistan have been followed in |
|
|
|
|
|
|
|
|
| preparation of
financial statements and departure there from, if any, has been adequately |
|
|
|
|
|
|
|
|
| disclosed. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| e) The system of internal control is
sound in design and has been effectively implemented |
|
|
|
|
|
|
|
|
| and monitored.
The process of review is ongoing and any emerging weaknesses in control |
|
|
|
|
|
|
|
|
| will be
addressed effectively. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| f) There are no significant doubts upon
the company's ability to continue as a going concern. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| g) There has been no material departure
from the best practices of corporate governance, |
|
|
|
|
|
|
|
|
| as detailed in
the listing regulations of Stock Exchanges. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| h) The key
operating and financial data of last six years has been provided in the
summarized |
|
|
|
|
|
|
|
|
| form. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| i) The
information about statutory payments on account of taxes, duties and levies
is given |
|
|
|
|
|
|
|
|
| in the notes
to the accounts. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| j) All the
directors of the company are registered as taxpayer and none of the company's |
|
|
|
|
|
|
|
|
| directors are
in default of payment of any dues to a banking company, DFI, NBFI or Stock |
|
|
|
|
|
|
|
|
| Exchanges. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| k) None of the
directors of the company are serving on the Board of 10 or more listed |
|
|
|
|
|
|
|
|
| companies. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| YEAR WISE
OPERATING DATA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003 |
2002 |
2001 |
2000 |
1999 |
1998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Spindle
Installed |
45,504 |
40,080 |
40,080 |
39,360 |
39,360 |
34,560 |
|
|
|
|
|
| Spindles
Worked |
45,504 |
40,080 |
40,080 |
39,360 |
39,360 |
34,560 |
|
|
|
|
|
| No. of Shifts |
|
3 |
3 |
3 |
3 |
3 |
3 |
|
|
|
|
|
| worked per day. |
|
|
|
|
|
|
|
|
|
|
|
|
| Installed
Capacity |
|
|
|
|
|
|
|
|
|
|
|
| after
conversation |
|
|
|
|
|
|
|
|
|
|
|
| into 20/s Count. |
|
|
|
|
|
|
|
|
|
|
|
|
| (Kgs.) |
|
15,319,544 |
13,103,594 |
13,103,594 |
12,828,900 |
12,828,900 |
1 1 ,264,400 |
|
|
|
|
|
| Actual
Production |
|
|
|
|
|
|
|
|
|
|
|
| after
conversation |
|
|
|
|
|
|
|
|
|
|
|
| into 20/s Count |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,528,675 |
12,711,407 |
12,502,799 |
12,576,599 |
12,224,807 |
1 1 ,990,976 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| YEAR WISE
FINANCIAL DATA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003 |
2002 |
2001 |
2000 |
1999 |
1998 |
|
|
|
|
|
|
|
Rupees in |
Rupees in |
Rupees in |
Rupees in |
Rupees in |
Rupees in |
|
|
|
|
|
|
|
thousands |
thousands |
thousands |
thousands |
thousands |
thousands |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| FIXED ASSETS |
|
500,829 |
472,431 |
426,982 |
341,804 |
330,809 |
I 295,365 |
|
|
|
|
|
| INVESTMENTS |
|
|
|
|
|
|
|
|
|
|
|
|
| LONG TERM
LOANS |
|
|
|
|
|
|
|
|
|
|
|
| & DEPOSITS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,542 |
14,501 |
14,497 |
10,905 |
6,188 |
12,433 |
|
|
|
|
|
| CURRENT ASSETS |
404,468 |
408,613 |
335,049 |
519,464 |
595,664 |
459,514 |
|
|
|
|
|
| SHARE HOLDERS |
|
|
|
|
|
|
|
|
|
|
|
| EQUITY |
|
508,157 |
403,163 |
371,167 |
325,041 |
234,826 |
218,451 |
|
|
|
|
|
| REDEEMABLE |
|
|
|
|
|
|
|
|
|
|
|
|
| CAPITAL |
|
|
— |
- |
8,818 |
16,240 |
22,487 |
|
|
|
|
|
| LONG TERM |
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES |
|
113,436 |
76,050 |
82,019 |
52,081 |
82,188 |
41,694 |
|
|
|
|
|
| DEFERRED |
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES |
|
82,753 |
81,098 |
64,071 |
44,096 |
16,688 |
14,526 |
|
|
|
|
|
| CURRENT |
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES |
|
211,502 |
335,234 |
259,271 |
442,137 |
582,719 |
470,154 |
|
|
|
|
|
| TURNOVER (NET) |
1,426,008 |
1,285,217 |
1 ,439,058 |
1,308,310 |
1,226,323 |
1,157,488 |
|
|
|
|
|
| GROSS PROFIT |
|
221,702 |
201,730 |
199,948 |
370,133 |
180,069 |
211,458 |
|
|
|
|
|
| OPERATING |
|
|
|
|
|
|
|
|
|
|
|
|
| PROFIT |
|
159,567 |
128,756 |
134,606 |
300,039 |
128,780 |
153,473 |
|
|
|
|
|
| FINANCIAL |
|
|
|
|
|
|
|
|
|
|
|
|
| CHARGES |
|
31,808 |
52,355 |
71,253 |
64,147 |
52,849 |
104,814 |
|
|
|
|
|
| PROFIT BEFORE |
|
|
|
|
|
|
|
|
|
|
|
|
| TAXATION |
|
136,629 |
72,677 |
83,140 |
224,111 |
64,744 |
46,627 |
|
|
|
|
|
| PROFIT AFTER |
|
|
|
|
|
|
|
|
|
|
|
|
| TAXATION |
|
104,995 |
46,996 |
61,126 |
165,215 |
48,925 |
36,271 |
|
|
|
|
|
| CASH DIVIDEND |
|
30,000 |
15,000 |
15,000 |
75,000 |
24,000 |
14,550 |
|
|
|
|
|
| TRANSFER TO |
|
|
|
|
|
|
|
|
|
|
|
|
| RESERVES |
|
|
32,000 |
46,100 |
90,200 |
24,900 |
30,450 |
|
|
|
|
|
| PROFIT C/F |
|
74,995 |
63 |
67 |
40 |
26 |
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The company
operated an un-funded and unapproved gratuity scheme. The provision was made |
|
|
|
|
|
|
|
| annually to
cover the obligations under the scheme as at the end of the financial year.
The company |
|
|
|
|
|
|
|
| has adopted
the revised I AS 19 and a result actuarial valuation has been carried out as
at September |
|
|
|
|
|
|
|
| 30, 2003. The
projected unit credit method is used to determine the actuarial values as
specified |
|
|
|
|
|
|
|
| by the IAS 19. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Board of
Directors |
|
|
|
|
|
|
|
|
|
|
|
| Change in the
Board . |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| During the
year under review the nominee director of NIT Mr. Hasan Mehmood resigned from
the |
|
|
|
|
|
|
|
| directorship
on April 17, 2003, which was accepted in the board meeting, held on the above
date. |
|
|
|
|
|
|
|
| The board
appointed Mr. Iqbal Mehboob in place of retiring director to fill the casual
vacancy till the |
|
|
|
|
|
|
|
| remaining
term. The board appreciated the performance of the retiring director and
welcomes the |
|
|
|
|
|
|
|
| newly
appointed director. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The current
members of the Board are listed on Page No. 2. Following meetings of the
Board of |
|
|
|
|
|
|
|
| Directors were
held during the year, which were attended by the Directors as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| NAME OF
DIRECTORS |
|
MEETINGS ATTENDED |
|
|
|
|
|
|
|
|
| Mr. Mohammad
Salim |
|
5 |
|
|
|
|
|
|
|
|
|
| Mr. Mohammad
Sharif |
|
4 |
|
|
|
|
|
|
|
|
|
| Mr. Mohammad
Shaheen |
|
5 |
|