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Chakwal Spinning Mills Limited
Annual Report 2000
CONTENTS
COMPANY INFORMATION
NOTICE OF ANNUAL GENERAL MEETING
DIRECTORS' REPORT
PATTERN OF SHAREHOLDING
AUDITORS' REPORT
BALANCE SHEET
PROFIT AND LOSS ACCOUNT
CASH FLOW STATEMENT
NOTES TO THE ACCOUNTS
COMPANY INFORMATION
BOARD OF DIRECTORS Khawaja Mohammad Tanveer (Chief Executive)
Khawaja Mohammad Jawed
Khawaja Mohammad Kaleem
Khawaja Mohammad Jahangir
Khawaja Mohammad Nadeem
Khawaja Mohammad Naveed
Mst. Zubaida Khatoon
CORPORATE SECRETARY Mohammad Anwar Sheikh
M. Com. FCMA.
BANKERS Prime Commercial Bank Limited
Metropolitan Bank Limited
Platinum Commercial Bank Limited
Allied Bank of Pakistan Limited
National Bank of Pakistan
Citi Bank N.A
Muslim Commercial Bank Limited
AUDITORS Hameed Khan & Co.
Chartered Accountants
19 - Miccop Centre,
3rd Floor, 1 - Mozang Road, Lahore.
CORPORATE & SHARES 31-F, Gulberg II,
DEPARTMENT Lahore.
Tel: (042) 5755774 Fax: 5755760
REGISTERED OFFICE Kashana -e- Yousaf
Khawaja Street, Chakwal.
Tel: (0573) 50850 - 50950
MILLS 49 - Kilometer
Multan Road, Lahore.
Tel: (04943) 540083 - 4
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that the 13th Annual General Meeting of CHAKWAL SPINNING MILLS LIMITED will
be held on Saturday, March 31, 2001 at 11:00 A.M. at Aminabad, Chakwal to transact the following business -
A. ORDINARY BUSINESS
1. To confirm the minutes of the last Annual General Meeting held on March 31, 2000.
2. To receive and adopt the audited accounts of the Company for the year ended September 30, 2000
together with the Directors' and Auditors' reports thereon.
3. To approve the payment of dividend as recommended by the Board of Directors.
4. To appoint auditors for the year ending September 30, 2001 and to fix their remuneration. The retiring
Auditors' Messers Hameed Khan & Co. Chartered Accountants being eligible offer themselves for
reappointment.
5. To elect seven Directors as fixed by the Board under section 178(1) of the Companies Ordinance,
1984 for a period of three years commencing from March 30, 2001 The names of retiring Directors
are as under:-
1. Khawaja Mohammad Jawed 2. Khawaja Mohammad Jahangir
3. Khawaja Mohammad Tanveer 4. Khawaja Mohammad Kaleem
5. Khawaja Mohammad Nadeem 6. Khawaja Mohammad Naveed
7. Mst. Zubaida Khatoon
B. SPECIAL BUSINESS
6. To Consider and pass with without modification, the following special resolution. "RESOLVED THAT
the paid up capital of the Company be and is hereby raised from Rs. 79.200 million to Rs. 113.256
million by issuing 3.4056 million ordinary shares of Rs. 10/- each of the value of Rs. 34.056 million by
giving an opportunity to the shareholders whose names appear on the Register of Members as at
close of business on March 30, 2001 to subscribe shares in the Company in the ratio of 43 Right
Shares for 100 shares held (43%) in accordance with the provisions of section 86 of the Companies
Ordinance, 1984 read with rule of the Companies (Issue of Capital) Rules 1996."
FURTHER RESOLVED that if any shares are not taken up by the existing shareholders, these shares
shall be allotted by the Board of Director in any manner they deem fit or they may subscribe to such
shares themselves.
FURTHER RESOLVED that the Chief Executive and the Company Secretary be and are hereby
authorized to carry out all necessary actions to complete the legal formalities.
7. To consider and if thought fit to approve the remuneration payable to the Chief Executive of the
Company.
8. To transact any other business which may be brought forward with the permission of the chair.
A statement under section 160 of the Companies Ordinance 1984 pertaining to special business is being sent
to the shareholders alongwith this notice.
BY ORDER OF THE BOARD
CHAKWAL (MUHAMMAD ANWAR SHEIKH)
March 08, 2001 CORPORATE SECRETARY
NOTES:
1. A member entitled to attend and vote at the Annual General Meeting may appoint another member as
his/her proxy to attend and vote on his/her behalf. Proxies to be effective must be received by the
Company not less than 48 hours before the meeting.
2. Any person, who seeks to contest the election to the Office for Directors, Shall file at the Registered
Office of the company, not later than 14 days before the day of meeting, a notice of his/her intention
to offer himself/herself for election as Director in terms of Section 178(3) of the Companies
Ordinance, 1984.
3. Members are requested to notify immediately changes in their address, if any.
4. The share transfer books of the company shall remain closed from March 30, 2001 to April 05, 2001
(both days inclusive).
STATEMENT UNDER SECTION 160 OF THE COMPANIES ORDINANCE, 1984
This statement sets out the material facts concerning the special businesses to be transacted at the 13th
Annual General Meeting of Company to be held on March 31, 2001.
ISSUE OF RIGHT SHARES
The existing shareholders are being provided an opportunity to subscribe shares of the Company in
accordance with the section 86 of the Companies Ordinance, 1984 and Companies (Issue of Capital) Rules
1996.
Due to recession in the textile industry, the Company incurred loss during last years and the Directors has
been injecting funds to meet the requirements of the banks under Prudential Regulations of State Bank of
Pakistan.
The Directors of the Company are of the opinion that there is no probability of the members to subscribe new
shares at face value of Rs. 10/- each when the shares of the Company are being quoted below par.
In an event and to the extent the shares are not subscribed' by the General Public including Institutional
Shareholders, the shares shall be allotted to the Directors in consideration of the amounts already paid by
them by conversion of the deposit of shares appearing in the audited accounts of the company as on
September 30, 2000.
DIRECTORS' REMUNERATION
Approval of the shareholders will be sought for the remuneration payable to Chief Executive. For this purpose,
it is intended to propose that the following resolution be passed as an Ordinary resolution.
"RESOLVED THAT the Company hereby authorizes the payment as remuneration to the Chief Executive not
exceeding in the aggregate Rupees 300,000/- per month inclusive of house rent allowance and exclusive of
utilities and other perquisites and benefits to which they are entitled under their terms of employment".
The Chief Executive and the whole time working Directors are interested in this special business to the extent
of shares that may be taken up by them and for remuneration payable to the Chief Executive.
DIRECTORS' REPORT
The Directors are pleased to present before you the annual report along with the audited financial statements
for the year ended September 30, 2000.
The company earned a pretax profit of Rs. 56 million. The profit is mainly attributable to the low cotton prices,
stable prices of man made fibres and better operating efficiencies. The average cotton price during the year
remained at the level of Rs. 1400 per maund as against Rs. 2300 per maund last year. We have always been
advocating the need of providing the local industry with raw material at competitive prices, instead of
exporting the cotton in the raw form, so that the country can export more in the form of value added goods
and the local industry can flourish. The presence of exporters of raw cotton in the market gives rise to
speculation and the local industry is hit hard from the non-availability of raw material at competitive rates.
Sales registered an increase of almost 30 percent from Rs. 484 million to Rs. 624 million. This is mainly on
account of the effect of expansion carried out in the second half of previous year The gross profit for the year
increased to Rs. 83 million from Rs. 28 million in the preceding year.
In order to further strengthen the operations, the company has established letter of credit for import of 6 Ring
spinning frames. The machinery under import shall be operational by June 2001. The company is also
exploring the market of specialty yarn. Initial samples have been prepared and forwarded to the consumers It
is expected that Inshallah the samples will be approved and in future the company will benefit from better
margins on the production of specialty yarn. The Government has finally issued the much-awaited notification
for duty free import of ring spinning frames and other textile machinery. The concession will prove beneficial
to the industry, which is a need for balancing and modernization. The Directors have continued to support the
company by providing funds free of interest enabling the company to cope during the difficult times.
During the current year inspire of better cotton crop, the prices of raw cotton have almost doubled over last
year, as a result the spinning industry will again suffer huge losses. The company is making all out effort to
counter the adverse effect with better management of resources, however since the raw material cost alone
accounts for largest cost item the results might be significantly different from the last year.
Election of Directors
The tenure of the following directors is expiring on March 30, 2001. The election of Directors will be held
during next Annual General Meeting.
1. Khawaja Mohammad Jawed 2. Khawaja Mohammad Jahangir
3. Khawaja Mohammad Tanveer 4. Khawaja Mohammad Kaleem
5. Khawaja Mohammad Nadeem 6. Khawaja Mohammad Naveed
7. Mst. Zubaida Khatoon
Auditors
The present Auditors M/s Hameed Khan & Company Chartered Accountants, retire and being eligible, offer
themselves for re-appointment.
Pattern of Shareholding
The pattern of shareholding as on September 30, 2000 is annexed.
Acknowledgement
The management place on record its appreciation for the hard work and positive efforts made by the workers
and staff. The management would also like to thank its customers, financial institutions and shareholders for
their wholehearted support.
On Behalf of the Board
Chakwal (KHAWAJA MOHAMMAD TANVEER)
March 8, 2001 Chief Executive
FORM 34
THE COMPANIES ORDINANCE, 1984
PATTERN OF SHARES HOLDING AS AT SEPTEMBER 30, 2000
NO. OF SHARE HOLDINGS TOTAL
SHARE FROM TO SHARES HELD
HOLDERS
179 1 100 17,900
1,122 101 500 493,600
59 501 1000 56,700
76 1001 5000 216,600
19 5001 10000 164,000
3 10001 15000 36,800
4 15001 20000 72,900
1 20001 25000 22,000
2 25001 30000 57,700
2 30001 35000 66,900
1 45001 50000 45,600
5 55001 60000 300,000
2 60001 65000 125,100
1 65001 70000 70,000
4 85001 90000 357,500
1 90001 95000 94,400
1 120001 125000 125,000
1 245001 250000 250,000
1 300001 305000 304,500
1 995001 1000000 1,000,000
1 1795001 1800000 1,797,800
1 2240001 2245000 2,245,000
------------------ ------------------
1,487 7,920,000
========== ==========
CATEGORIES OF NUMBER OF SHARES PERCENTAGE
SHAREHOLDERS SHARE HELD
HOLDERS
INDIVIDUAL 1,460 1,750,700 22.11
INVESTMENT COMPANY 5 295,700 3.73
INSURANCE COMPANY 6 159,800 2.02
JOINT STOCK COMPANY 6 3,522,900 44.48
FINANCIAL INSTITUTION 3 1,806,400 22.81
MODARABA COMPANY 3 21,400 0.27
FOREIGN COMPANY 2 350,100 4.42
CHARITABLE TRUST 2 13,000 0.16
------------------ ------------------ ------------------
TOTAL 1,487 7,920,000 100.00
========== ========== ==========
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed balance sheet of CHAKWAL SPINNING MILLS LIMITED as at September 30,
2000 and the related profit and loss account and statement of changes in financial position (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 purpose 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 statement. 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 a reasonable basis for our
opinion and, after due verification, we report that:-
(a) In our opinion, proper books of accounts have been kept by the company as required by the
Companies Ordnance, 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 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 statement of changes in financial position (cash flow
statement) 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 respectively give a true and fair view of the state of the company's affairs
as at September 30, 2000 and of the profit for the year then ended; and
(d) No zakat was deductible at source under the Zakat and Ushr Ordnance, 1980.
Lahore Hameed Khan & Co.
Dated · March 8, 2001 Chartered Accountants
BALANCE SHEET  AS AT SEPTEMBER 30, 2000
2000 1999
Note Rupees Rupees
CAPITAL & RESERVES
Share capital 3 79,200,000 79,200,000
Deposit for shares 34,000,000 34,000,000
Accumulated Loss (254,540,314) (301,522,573)
------------------ ------------------
(141,340,314) (188,322,573)
SURPLUS ON REVALUATION OF FIXED ASSETS 4 205,410,930 205,410,930
LONG TERM LOANS 5 91,269,194 143,921,277
OBLIGATIONS UNDER FINANCE LEASE 6 -- 687,454
DEFERRED LIABILITY - Gratuity 4,475,210 3,726,501
CURRENT LIABILITIES
Short term borrowings 7 10,323,265 26,433,409
Due to associated companies - Unsecured 97,866.38 93,785,346
Due to directors 8 68,416,751 4,533.43
Current portion of long term liabilities 9 75,687,454 88,424,893
Creditors, accrued and other liabilities 10 140,049,417 170,026.13
Provision for taxation 29 3,458,245 3,713,722
Proposed dividend 5,940,000 --
------------------ ------------------
401,741,512 386,916,927
CONTINGENCIES AND COMMITMENTS 11 -- --
------------------ ------------------
561,556,532 552,340,516
========== ==========
The annexed notes form an integral pad of these accounts
Lahore. (KHAWAJA MOHAMMAD TANVEER)
Dated :March 8, 2001 Chief Executive
FIXED CAPITAL EXPENDITURE
Operating fixed assets 12 465,713,716 472,478,484
Assets subject to finance lease 13 2,786,469 2,933,125
Capital work -in progress 14 448,218 8,936,486
------------------ ------------------
468,948,403 484,348,095
EQUITY INVESTMENTS 15 723,500 723,500
LONG TERM DEPOSITS
Security deposits 16 917,340 275,340
CURRENT ASSETS
Store and spares 17 3,510,375 4,032,762
Stock in trade 18 29,471,272 19,660,864
Trade debts 19 2,357,531 4,206,880
Advances, deposits, prepayments
& other receivables 20 41,297,603 37,156,375
Cash and bank balances 21 14,330,508 1,936,700
------------------ ------------------
90,967,289 66,993,581
------------------ ------------------
561,556,532 552,340,516
========== ==========
(KHAWAJA MOHAMMAD KALEEM)
Director
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED SEPTEMBER 30, 2000
2000 1999
Note Rupees Rupees
SALES 22 620,255,477 478,747,845
COST OF GOODS SOLD 23 536,756,480 450,166,027
------------------ ------------------
GROSS PROFIT 83,498,997 28,581,818
OPERATING EXPENSES
Administrative 24 9,213,983 5,767,302
Selling 25 1,241,370 3,707,261
------------------ ------------------
10,455,353 9,474,563
------------------ ------------------
OPERATING PROFIT 73,043,644 19,107,255
------------------ ------------------
OTHER INCOME 26 468,555 604,416
------------------ ------------------
73,512,199 19,711,671
OTHER CHARGES
Financial 27 30,347,670 276,081,699
Worker's profit participation fund 2,158,226 --
------------------ ------------------
PROFIT/(LOSS) BEFORE PRIOR
YEAR ADJUSTMENT 41,006,303 (7,897,028)
PRIOR YEAR ADJUSTMENT 28 15,031,726 --
------------------ ------------------
PROFIT / (LOSS) BEFORE TAXATION 56,038,029 7,897,028
TAXATION 29 (3,115,770) (2,407,561)
------------------ ------------------
PROFIT / (LOSS) AFTER TAXATION 52,922,259 (10,304,589)
PROPOSED DIVIDEND @ 7.5% 5,940,000 --
------------------ ------------------
46,982,259 (10,304,589)
ACCUMULATED LOSS BROUGHT FORWARD (301,522,573) (291,217,984)
------------------ ------------------
ACCUMULATED LOSS CARRIED FORWARD (254,540,314) (301,522,573)
========== ==========
The annexed notes form an integral part of these accounts.
Lahore. (KHAWAJA MOHAMMAD TANVEER) KHAWAJA MOHAMMAD KALEEM)
Dated: March 8, 2001 Chief Executive Director
CASH FLOW STATEMENT
FOR THE YEAR ENDED SEPTEMBER 30, 2000
2000 1999
Rupees Rupees
CASH FLOW FROM OPERATING ACTIVITIES
Profit/(Loss) for the year before taxation 56,038,029 (7,897,028)
Adjustment of items not involving
movement of cash:
Depreciation / amortisation 29,104,303 28,867,784
Gratuity - Net of payments 748,709 327,243