| Baig Spinning Mills Limited |
|
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| Annual
Report 2000 |
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| CONTENTS |
|
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| Company
Information |
|
| Notice
of Annual General Meeting |
|
| Directors' Report |
|
| Auditors'
Report to the Members |
|
| Balance
Sheet |
|
| Profit and Loss Account |
|
| Statement
of Changes in Financial Position |
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| Notes
to the Accounts |
|
| Pattern of Shareholding |
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|
|
| COMPANY
INFORMATION |
|
|
| BOARD
OF DIRECTORS |
|
|
| Mr.
Dr. Mirza Ikhtiar Baig |
|
Chairman & Chief
Executive |
|
| Mr.
M. Ishtiaq Baig |
|
Director |
|
| Mr.
Mirza Mukhtar Baig |
|
Director |
|
| Mrs.
Qudsia Baig |
|
Director |
|
| Mrs.
Shireen Baig |
|
Director |
|
| Mrs.
Afreen Baig |
|
Director |
|
| Mr.
Muhammad Farooq |
|
Director (Nominee I.C.P) |
|
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| COMPANY
SECRETARY |
|
| Mr.
Nadeem Khan |
|
|
| AUDITORS |
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| Hyder
Bhimji & Co. |
|
| Chartered
Accountants |
|
|
| REGISTERED
OFFICE |
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| F-225,
Textile Avenue, Street No. 5, |
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| S.I.T.E.,
Karachi. |
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| Te1:2566411-6 |
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| Fax:2566417 |
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| MILL |
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| A-5/A,
Manghopir Road, S.I.T.E., |
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| Karachi-
Pakistan. |
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| BANKERS |
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| Habib
Bank Limited |
|
| Allied
Bank of Pakistan Limited |
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| NOTICE
OF 28TH ANNUAL GENERAL MEETING |
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| Notice
is hereby given that the 28th Annual General Meeting of the members of Baig
Spinning |
|
| Mills
Limited will be held on Friday 30th, March 2001 at 5:30 p.m. at the
Registered office of the |
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| Company,
F-225, Textile Avenue, Street # 5, SITE, Karachi to transact the following
business. |
|
|
| 1.
To confirm the minutes of Annual General Meeting of the company held on 27th
March |
|
| 2000. |
|
|
| 2.
To receive, consider and adopt the Audited Accounts of the Company for the
year ended |
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| September
30, 2000 together with Directors' and Auditors' report thereon. |
|
|
| 3.
To approve Cash Dividend @ 3.5% for the year ended September 30, 2000 as |
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| recommended
by the Board of Directors of the Company subject to obtaining permission |
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| from
the Lending Bank M/s. Habib Bank Limited. |
|
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| 4.
To appoint Auditors for the year ending September 30, 2001 and fix their
remuneration. |
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| The
retiring Auditors M/s. Hyder Bhimji and Co. Chartered Accountants,' have
offered |
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| themselves
for re-appointment. |
|
|
| 5.
To transact any other business with the permission of Chair. |
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|
BY ORDER OF THE BOARD |
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|
NADEEM KHAN |
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| Dated:
9th March, 2001 |
|
(Company Secretary) |
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| NOTES: |
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| 1.
The Share Transfer books of the Company will remain closed from March 24,
2001 to |
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| March
30, 2001 (both days inclusive) |
|
|
| 2.
A member of the company entitled to attend and vote may appoint another
member on |
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| his
/ her proxy to attend and vote instead of himself/herself. Proxies in order
to be effective |
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| must
be received by the company not less than 48 hours before the meeting. |
|
|
| 3.
Members are requested to promptly notify the Company of any change in their
address. |
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| DIRECTORS'
REPORT TO THE SHAREHOLDERS |
|
| FOR
THE YEAR ENDED 30 SEPTEMBER 2000 |
|
|
| The
directors of your company have the pleasure in presenting the 28th Annual
Report along with |
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| Audited
Accounts for the year ended 30 September 2000. |
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|
| YEAR
UNDER REVIEW |
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| By
the grace of Allah Almighty the Company during the year has made a turn
around from |
|
| consecutive
losses of the preceding five years. During the year the company has made a
profit |
|
| before
tax of Rs. 11.168 M as against loss before tax of Rs. (9.676) M in the
preceding year. The |
|
| net
profit, after taking into Account provision for income tax; amounted to Rs.
8.998 M as against |
|
| net
loss of Rs. (11.840) M in the preceding year. |
|
|
| The
main factors enabling the Company to breakaway from its losses were
availability of Raw |
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| Cotton
at low Rates and the steps taken by the Management namely, expansion in
production |
|
| capacity
and to conclude a Debt Restructuring Package with HBL easing off financial
burden on |
|
| the
company. |
|
|
| The
revenue generated from Sales of Yarn during the year is Rs. 433.913M as
against |
|
| Rs.
432.935 M in the preceding year recording an increase of 0.22%. However the
Gross profit |
|
| has
significantly improved to 12.53% from 8.65% and has increased to Rs. 54.381 M |
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| from
Rs. 37.480 M in the preceding year. |
|
|
| The
administration and selling expenses have decreased by 8.35% Rs. 9.582 M from |
|
| Rs.
10.456 M in the preceding year. |
|
|
| The
Financial charges have also decreased by 10.64% to Rs. 33.097 M from Rs.
37.039 M in the |
|
| preceding
year. |
|
|
| The
company has met all its financial obligations during the year under review. |
|
|
| EARNING
PER SHARE |
|
| The
earning per share for the year under Review is Rs. 0.99 as against loss per
share of Rs. (1.30) |
|
| for
the preceding year. |
|
|
| DIVIDEND |
|
| The
Director's are pleased to recommend Cash Dividend @ 3.5% for the year ended
30/09/2001 |
|
| subject
to obtaining permission from the Lending Bank M/s. Habib Bank Limited. |
|
|
|
Rupees |
|
|
| Net
Profit after taxation year 2000 |
|
8,998,327 |
|
| Proposed
cash dividend @ 3.5% |
|
3,185,000 |
|
|
----------- |
|
|
5,813,327 |
|
| Accumulated
loss brought forward from previous year |
(162,119,883) |
|
|
----------- |
|
| Accumulated
loss year 2000 |
|
(156,306,556) |
|
|
========== |
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|
|
|
| PRODUCTION |
|
| During
the year under Review the plant manufactured kgs. 4.481 M of 20/s converted
carded |
|
| cotton
yarn as against kgs. 4.432 M produced in the preceding year recording an
increase of |
|
| 1.10%.
The company continues to endeavor production of quality yarn with best mix of
counts |
|
| ranging
between 10/s to 22/s counts. During the year The Plant attained 98.80%
capacity |
|
| utilization
as against 97.72% during the preceding year. The company could not reach 100% |
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| capacity
utilization mainly due to frequent load shedding by KESC in the summer. |
|
|
| EXPANSION
PLAN |
|
| The
company has specific expansion plan to enhance its yarn production capacity.
Considering |
|
| increasing
demand of good Auto Coro yarn for Denim. Management has decided to add 3 sets |
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| of
Auto Coro machines of 240 rotors each with back process machinery. Two New
Chinese Ring |
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| Spinning
Frames of 516 spindles each along with the back process machinery have been
already |
|
| imported
and are under erection, thereby increasing the No. Of spindles from 14,560 to
15,592 |
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| spindles.
The cost of expansion is Rs. 35.200 M out of which an amount of Rs. 30.00 M
would |
|
| be
provided through lease arrangement and the balance amount of Rs. 5.200 would
be met |
|
| through
company's internal cash generation and by sponsors arrangements. The company
is |
|
| likely
to complete expansion during the current year and the plant Capacity shall
increase by |
|
| 27.52%
from kgs 4.535 M to kgs 5.783 M of 20/s converted yarn. The expansion would
greatly |
|
| add
to the profitability of the company and the investment involved would recover
within a period |
|
| of 2 years. |
|
|
| Keeping
in view ever increasing cost of Power the Management has Imported 2 new
Jenbacher |
|
| Gas
Engine Generator Set of 2MW (1000 KW each) during the current year. The
company would |
|
| save
about 35% in Power Cost through Self Power Generation. The total capital cost
is |
|
| Rs.
38.800 M out of which an amount of Rs. 20.370 M has been arranged under lease
finance |
|
| and
the balance amount of Rs. 18.430 M would be met through internal Cash
Generation and by |
|
| sponsors
arrangement. The Generator Sets would be operative by March 2001. |
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| FUTURE
OUT LOOK |
|
| After
one year of relief the textile sector is again under pressure of increasing
cost of raw cotton |
|
| and
decreasing prices of the cotton yarn in the local and international markets. |
|
|
| Although
the country had a sizable cotton crop during the current season, it had
soaring prices |
|
| and
quality problem. Due to the fixation of minimum Raw Cotton Rates by TCP and
Govt. |
|
| Permission
to export Raw Cotton without duty and other restriction the raw cotton rates
have |
|
| substantially
increased and had already touched peak of Rs. 2,700 per maund. Currently the
raw |
|
| cotton
rates are around Rs. 2,300/- per maund still higher by 43% from the average
rate in the |
|
| preceding
season. |
|
|
| The
export of Pakistani Yarn, Fabric and other textile products have depicted
declining trend off |
|
| high
production cost. This has badly effected local market yarn prices leaving no
choice for |
|
| spinners
but to sell yarn on thin margin and even on loss just to clear the piling
stock. |
|
|
| However
the Management hope that with enhanced production capacity and through Self
Power |
|
| Generation
the economies of scale and cost reduction would be in place to combat odds
created |
|
| by
increased raw cotton rates, input costs and depressed selling prices. |
|
|
| AUDITORS |
|
| The
present Auditors M/s. Hyder Bhimjee & Company, Chartered Accountants,
retire and being |
|
| eligible
offer themselves for re-appointment. |
|
|
| MANAGEMENT
AND LABOUR RELATIONS |
|
| The
Management-Employees relations remained cordial throughout the year. The
Board |
|
| express
its gratitude for the valuable services rendered by the employees and workers
of the |
|
| Company
for its progress and prosperity. |
|
|
| ACKNOWLEDGMENT |
|
| In
the end we wish to express special thanks to our Bankers for their support
and cooperation. |
|
| We
would also like to thank all our suppliers and customers for rendering their
valuable patronage |
|
| to
this company. |
|
|
| We
are confident that the company will grow in the years to come and pray Allah
Almighty to |
|
| continue
to bless our country with good raw cotton crop Ameen. |
|
|
|
For and on behalf of |
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|
BAIG SPINNING MILLS LIMITED |
|
|
|
|
|
DR. MIRZA IKHTIAR BAIG |
|
| Karachi:
26th February, 2001 |
|
CHAIRMAN |
|
|
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
|
| We
have audited the annexed balance sheet of M/s. Baig Spinning Mills Limited as
at |
|
| September
30, 2000 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 explanations 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 test basis, evidences supporting the amounts and disclosures in the above
said |
|
| statements.
An audit also includes assessing the accounting policies and significant
estimates |
|
| made
by 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,
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 drawn up 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 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 except the |
|
| deviation
from IAS-19 as more fully explained in note 5.1 and, give the information |
|
| required
by the Companies Ordinance, 1984, in the manner so required and |
|
| respectively,
with the exception of the matter reported earlier, give a true and fair |
|
| view
of the state of the company's affairs as at September 30, 2000 and of the |
|
| profit,
its cash flows and changes in equity for the year then ended; and |
|
|
| d)
in our opinion, no Zakat was deductible at source under the Zakat and Ushar |
|
| Ordinance,
1980. |
|
|
| Without
qualifying our opinion we draw attention to the note No. 24 in the financial |
|
| statements
wherein the events more fully explained in the said note substantiates that
the |
|
| company
will be able to continue as a going concern. |
|
|
|
HYDER BHIMJI & CO. |
|
| Karachi
· 26th February 2001 |
|
CHARTERED ACCOUNTANTS |
|
|
|
| BALANCE
SHEET AS AT SEPTEMBER 30, 2000 |
|
|
|
Note |
2000 |
1999 |
|
|
|
Rupees |
Rupees |
|
| CAPITAL
& LIABILITIES |
|
| SHARE
CAPITAL |
|
| Authorised |
|
| 10,000,000
Ordinary Shares of Rs. 10/- Each. |
|
100,000,000 |
100,000,000 |
|
|
========== |
========== |
|
| Issued,
Subscribed and Paid up: |
|
| 9,100,000
Ordinary Shares of |
|
| Rs.
10/- each fully paid in cash |
|
91,000,000 |
91,000,000 |
|
| CAPITAL
RESERVE |
|
16,000,000 |
16,000,000 |
|
| ACCUMULATED
(LOSS) |
|
(153,121,556) |
(162,119,883) |
|
|
----------- |
----------- |
|
|
(46,121,556) |
(55,119,883) |
|
| SURPLUS
ON REVALUATION |
|
| OF
FIXED ASSETS |
|
29,828,087 |
29,828,087 |
|
| SUBORDINATE
LOAN |
|
3 |
30,200,000 |
30,128,004 |
|
| REDEEMABLE
CAPITAL |
|
4 |
195,771,087 |
213,020,718 |
|
| DEFERRED
LIABILITY |
|
5 |
2,673,592 |
1,245,603 |
|
| CURRENT
LIABILITY |
|
|
| Short
Term Finance utilized under |
|
| Mark-up
arrangements |
|
6 |
25,428,330 |
48,351,395 |
|
| Custom
Debentures |
|
|
4,995,590 |
4,995,590 |
|
| Current
Portion of Redeemable Capital |
|
|
20,396,158 |
15,806,381 |
|
| Creditors,
Accrued & other Liabilities |
|
7 |
6,007,341 |
9,902,788 |
|
| Provision
for Taxation |
|
|
1,893,954 |
1,889,061 |
|
|
|
----------- |
----------- |
|
|
|
58,721,373 |
80,945,215 |
|
| CONTINGENCIES
AND COMMITMENTS |
8 |
|
|
|
-- |
-- |
|
|
|
----------- |
----------- |
|
|
Total |
271,072,583 |
300,047,744 |
|
|
========== |
========== |
|
| PROPERTY
AND ASSETS |
|
| TANGIBLE
FIXED ASSETS |
|
| Operating
Fixed Assets |
|
9 |
171,804,967 |
182,241,923 |
|
| CAPITAL
WORK IN PROGRESS - |
|
| Building |
|
1,027,500 |
-- |
|
|
| LONG-TERM
DEPOSITS |
|
10 |
7,969,961 |
807,763 |
|
|
| CURRENT
ASSETS |
|
| Stores,
Spares and Loose Tools |
|
11 |
6,886,118 |
6,964,605 |
|
| Stock
in Trade |
|
12 |
37,473,367 |
70,180,870 |
|
| Trade Debts |
|
13 |
25,946,362 |
28,920,444 |
|
| Advances,
Deposits, Pre Payments & |
|
| other
Receivables |
|
14 |
7,817,519 |
4,944,217 |
|
| Cash
& Bank Balances |
|
15 |
12,146,789 |
5,987,922 |
|
|
----------- |
----------- |
|
|
90,270,155 |
116,998,058 |
|
|
----------- |
----------- |
|
|
Total |
271,072,583 |
300,047,744 |
|
|
========== |
========== |
|
| NOTE
· The annexed notes form an integral part of these accounts. |
|
|
|
DR. MIRAZ IKHTIAR BAIG |
|
M. ISHTIAQ BAIG |
|
|
Chief Executive |
|
Director |
|
|
|
| PROFIT
AND LOSS ACCOUNT |
|
| FOR
THE YEAR ENDED SEPTEMBER 30, 2000 |
|
|
|
Note |
2000 |
1999 |
|
|
|
Rupees |
Rupees |
|
| Sales |
|
16 |
433,913,557 |
432,935,043 |
|
| Cost of Sales |
|
17 |
379,531,793 |
395,454,151 |
|
|
|
----------- |
----------- |
|
| Gross Profit |
|
|
54,381,764 |
37,480,892 |
|
| Operating
Expenses · |
|
|
|
| Administrative |
|
18 |
5,761,245 |
6,934,259 |
|
| Selling
& Distribution |
|
19 |
3,821,617 |
3,521,831 |
|
|
|
----------- |
----------- |
|
|
|
9,582,862 |
10,456,090 |
|
|
|
----------- |
----------- |
|
| Operating
Profit |
|
|
44,798,902 |
27,024,802 |
|
| Other
Income |
|
20 |
54,141 |
338,883 |
|
|
|
----------- |
----------- |
|
|
|
44,853,043 |
27,363,685 |
|
| Financial
Charges |
|
21 |
33,097,364 |
37,039,951 |
|
| Worker's
Profit Participation Fund |
|
|
587,784 |
-- |
|
|
|
----------- |
----------- |
|
|
|
33,685,148 |
37,039,951 |
|
|
|
----------- |
----------- |
|
| Profit/(Loss)
before Taxation |
|
|
11,167,895 |
(9,676,266) |
|
| Provision
for Taxation |
|
22 |
2,169,568 |
2,164,675 |
|
|
|
----------- |
----------- |
|
| Net
Profit/(Loss) for the year after Taxation |
|
8,998,327 |
(11,840,941) |
|
| Accumulated
(Loss) brought forward |
|
|
(162,119,883) |
(150,278,942) |
|
|
|
----------- |
----------- |
|
| Accumulated
(Loss) carried to Balance Sheet |
|
(153,121,556) |
(162,119,883) |
|
|
|
========== |
========== |
|
| Earning
per share |
|
28 |
0.99 |
(1.30) |
|
|
| Note
· The annexed notes form an integral part of these accounts. |
|
|
|
DR. MIRZA IKHTIAR BAIG |
|
M. ISHTIAQ BAIG |
|
|
Chief Executive |
|
Director |
|
|
|
| STATEMENT
OF CHANGES IN FINANCIAL POSITION |
|
| FOR
THE YEAR ENDED SEPTEMBER30, 2000 |
|
|
|
2000 |
1999 |
|
|
Rupees |
Rupees |
|
| CASH
INFLOW FROM OPERATING ACTIVITIES |
|
| Profit
/ (Loss) before taxation |
|
11,167,895 |
(9,676,266) |
|
| Adjustment
for : Depreciation |
|
12,363,125 |
13,037,619 |
|
| :
Financial Charges |
|
33,097,364 |
37,039,951 |
|
| Gain
on disposal of Fixed Asset |
|
(191) |
(297,168) |
|
| Provision
for Gratuity - Net |
|
1,973,696 |
569,880 |
|
| Amortization
of Deferred Costs |
|
-- |
1,242,149 |
|
|
----------- |
----------- |
|
| Cash
generated from operations |
|
58,601,889 |
41,916,165 |
|
| before
working capital changes |
|
|
| Changes
in Working Capital |
|
| (Increase)
/ Decrease in Current Assets |
|
| Stores,
Spares and Loose Tools |
|
78,487 |
(195,864) |
|
| Stock-in-Trade |
|
32,707,503 |
(40,123,139) |
|
| Trade Debts |
|
2,974,082 |
813,668 |
|
| Advances,
Deposits, Prepayments |
|
|
|
| &
Other Receivables |
|
(2,765,822) |
546,937 |
|
| Increase/(Decrease)
in Short-Term Finance |
|
(22,923,065) |
23,379,298 |
|
| (Decrease)
/ Increase in Creditors, |
|
|
|
| Accrued
and other Liabilities |
|
727,735 |
(990,933) |
|
|
----------- |
----------- |
|
|
10,798,920 |
(16,570,033) |
|
|
----------- |
----------- |
|
|
69,400,809 |
25,346,132 |
|
| Cash
inflow from operations |
|
| Financial
Charges Paid |
|
(37,720,546) |
(21,092,473) |
|
| Payment
of Income Tax |
|
(2,272,155) |
(2,247,020) |
|
| Increase
in Long Term Deposits |
|
(7,162,198) |
(302,348) |
|
| Payment
of Gratuity |
|
(545,707) |
(385,377) |
|
|
----------- |
----------- |
|
| Net
Cash inflow from operating activities |
|
21,700,203 |
1,318,914 |
|
|
| CASH
FLOW FROM INVESTING ACTIVITIES |
|
| Proceeds
from disposal of Fixed Assets |
|
218,000 |
575,000 |
|
| Fixed
Capital Expenditures |
|
(3,171,478) |
(2,091,894) |
|
|
----------- |
----------- |
|
| Net
Cash Utilised in Investing Activities |
|
(2,953,478) |
(1,516,894) |
|
| CASH
FLOW FROM FINANCING ACTIVITIES |
|
| Loan
from Directors |
|
71,996 |
9,328,004 |
|
| Demand
Finance |
|
-- |
102,978,653 |
|
| Payment of Demand Finance |
(12,659,854) |
|
|
(13,320,522) |
|
| Settlement
of F.C. Loan installments |
|
|
|
| by
Demand Finance |
|
-- |
(79,657,061) |
|
| Settlement
of interest by Demand Finance |
|
-- |
(20,953,807) |
|
|
----------- |
----------- |
|
| Net
Cash (Outflow) from financing activities |
|
(12,587,858) |
(1,624,733) |
|
|
----------- |
----------- |
|
| Net
Increase/(Decrease) in Cash and Bank Balances |
|
6,158,867 |
(1,822,713) |
|
|
|
| Cash
and bank balances at beginning of the year |
|
5,987,922 |
7,810,635 |
|
|
|
----------- |
----------- |
|
| Cash
and bank balances at the end of the year |
|
12,146,789 |
5,987,922 |
|
|
========== |
========== |
|
|
|
|
DR. MIRZA IKHTIAR BAIG |
|
M. ISHTIAQ BAIG |
|
|
Chief Executive |
|
Director |
|
|
|
| NOTES
TO THE ACCOUNTS |
|
| FOR
THE YEAR ENDED SEPTEMBER 30, 2000 |
|
|
| 1.
STATUS AND NATURE OF BUSINESS |
|
| The
company was incorporated on 12th August 1972, as a Private Limited Company
and |
|
| was
converted into Public Limited Company on 4th September 1990. The Shares of
the |
|
| Company
were quoted on Karachi Stock Exchange on 15th October, 1995. The principal |
|
| activity
of the Company is manufacturing and sale of Cotton Yarn. |
|
|
| 2.
SIGNIFICANT ACCOUNTING POLICIES |
|
| 2.1
Accounting Convention |
|
| The
accounts of the company have been prepared under historical cost convention |
|
| modified
by re-valuation of fixed assets. |
|
|
| 2.2
Foreign Currency Translation |
|
| Assets
and liabilities in foreign currencies are translated into rupees at the rates |
|
| of
exchange prevailing on the balance sheet date except where exchange risk |
|
| cover
has been obtained for repayment of liabilities in which case the rate |
|
| contracted
for is used. Exchange differences in respect of foreign currency loans |
|
| obtained
for acquisition of fixed assets are incorporated in the cost of the relevant |
|
| assets.
All other exchange differences are taken to profit and loss account. |
