| Gadoon Textile Mills Limited |
|
|
|
|
|
|
|
|
| Annual
Report 2000 |
|
|
|
| CONTENTS |
|
|
| Company
Information |
|
| Pattern
of Shareholding |
|
| Notice
of Meeting |
|
| Auditors
Report |
|
| Directors
Report |
|
| Balance
Sheet |
|
| Profit
& Loss Account |
|
| Cash
Flow Statement |
|
| Reconciliation
of Operating Profit to Net Cash Flow |
|
| Statement
of Changes in Equity |
|
| Notes
to the Accounts |
|
|
|
| COMPANY
INFORMATION |
|
|
| Board
of Directors |
A. Razzak A. Aziz Tabba |
|
(Chairman/Chief
Executive) |
|
|
M. Yunus A. Aziz Tabba |
|
|
M. Sohail M. Yunus Tabba |
|
|
Muhammad Ali A. Razzak
Tabba |
|
|
M. Javed M. Yunus Tabba |
|
|
Ilyas Ismail Moton |
|
|
Ms. Farzana Munaf |
|
(NIT Nominee) |
|
|
| Company
Secretary |
A. Rauf Khanani |
|
|
| Registered
Office |
APTMA House, |
|
|
Tehkal payan, Jamarud
Road, |
|
|
Peshawar. |
|
|
Phone No. |
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: 841496 |
|
|
Fax No. |
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: 091-840273 |
|
|
Telex No. |
|
: 52379 SAIF PK. |
|
|
| Factory |
|
Gadoon Amazai Industrial
Estate, |
|
|
Gadoon, Distt. Swabi. |
|
|
E-mail Address |
: gadoontx@pes
.comsats.net. pk |
|
|
| Karachi
Office |
6-A, Muhammad Ali Housing
Society, |
|
|
Abdul Aziz Haji Hashim
Tabba Street, |
|
|
Karachi-75350. |
|
|
Phone No. |
|
: 111-786-555 |
|
|
Fax No. |
|
: (021 )-4382436, 4534302 |
|
|
Telex No. |
|
: 29520 LUCKY PK |
|
|
E-mail Address |
: gadoon@cyber. net.pk |
|
|
| Auditors |
|
: Hameed Chaudhri &
Co. |
|
|
Chartered Accountants |
|
|
Karachi Chambers, Hasrat
Mohani Road, |
|
|
Karachi. |
|
|
Phone No. |
|
: 2412754 - 2411474 |
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|
Fax No. |
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: 021 -2424835 |
|
|
| Shares
Registrar |
C & K Management
Associates (Private) Limited |
|
|
404, Trade Tower, Opp.:
Hotel Metropole, |
|
|
Abdullah Haroon Road, |
|
|
Karachi-75530 |
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|
Phone No. |
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: 568-5930, 568-7839 |
|
|
Fax No. |
|
: 021-568-7839 |
|
|
|
| PATTERN
OF HOLDING OF SHARES |
|
| HELD
BY THE SHAREHOLDERS AS AT SEPTEMBER 30, 2000 |
|
|
|
| No.
of Share Holders |
|
Share Holding |
|
Shares Held |
|
| 679 |
|
From |
1 |
to |
100 |
Shares |
31,772 |
|
| 903 |
|
From |
101 |
to |
500 |
Shares |
236,785 |
|
| 1,293 |
|
From |
501 |
to |
1,000 |
Shares |
994,874 |
|
| 433 |
|
From |
1,001 |
to |
5,000 |
Shares |
1,022,109 |
|
| 90 |
|
From |
5,001 |
to |
10,000 |
Shares |
670,363 |
|
| 23 |
|
From |
10,001 |
to |
15,000 |
Shares |
290,373 |
|
| 12 |
|
From |
15,001 |
to |
20,000 |
Shares |
208,975 |
|
| 10 |
|
From |
20,001 |
to |
25,000 |
Shares |
233,449 |
|
| 6 |
|
From |
25,001 |
to |
30,000 |
Shares |
164,750 |
|
| 7 |
|
From |
30,001 |
to |
35,000 |
Shares |
232,000 |
|
| 4 |
|
From |
35,001 |
to |
40,000 |
Shares |
156,000 |
|
| 6 |
|
From |
40,001 |
to |
45,000 |
Shares |
253,625 |
|
| 3 |
|
From |
45,001 |
to |
50,000 |
Shares |
148,000 |
|
| 3 |
|
From |
60,001 |
to |
65,000 |
Shares |
185,500 |
|
| 1 |
|
From |
70,001 |
to |
75,000 |
Shares |
72,500 |
|
| 2 |
|
From |
75,001 |
to |
80,000 |
Shares |
155,500 |
|
| 1 |
|
From |
115,001 |
to |
120,000 |
Shares |
117,187 |
|
| 3 |
|
From |
140,001 |
to |
145,000 |
Shares |
421,875 |
|
| 1 |
|
From |
180,001 |
to |
185,000 |
Shares |
184,750 |
|
| 1 |
|
From |
195,001 |
to |
200,000 |
Shares |
200,000 |
|
| 1 |
|
From |
265,001 |
to |
270,000 |
Shares |
266,875 |
|
| 1 |
|
From |
270,001 |
to |
275,000 |
Shares |
273,750 |
|
| 1 |
|
From |
295,001 |
to |
300,000 |
Shares |
296,875 |
|
| 1 |
|
From |
395,001 |
to |
400,000 |
Shares |
398,006 |
|
| 1 |
|
From |
505,001 |
to |
510,000 |
Shares |
508,000 |
|
| 1 |
|
From |
570,001 |
to |
575,000 |
Shares |
570,100 |
|
| 1 |
|
From |
635,001 |
to |
640,000 |
Shares |
635,500 |
|
| 1 |
|
From |
1,245,001 |
to |
1,250,000 |
Shares |
1,247,606 |
|
| 1 |
|
From |
1,510,001 |
to |
1,515,000 |
Shares |
1,514,948 |
|
| 1 |
|
From |
1,545,001 |
to |
1,550,000 |
Shares |
1,550,000 |
|
| 1 |
|
From |
1,775,001 |
to |
1,780,000 |
Shares |
1,779,948 |
|
| 1 |
|
From |
2,635,001 |
to |
2,640,000 |
Shares |
2,635,075 |
|
| 1 |
|
From |
5,780,001 |
to |
5,785,000 |
Shares |
5,780,430 |
|
| ----------- |
----------- |
----------- |
----------- |
----------- |
----------- |
----------- |
----------- |
|
| 3,494 |
|
23,437,500 |
|
| ========== |
========== |
========== |
========== |
========== |
========== |
========== |
========== |
|
|
| Categories
of Shareholders |
Numbers |
Shares Held |
Percentage |
|
| INDIVIDUALS |
|
3,447 |
11,775,893 |
50.24% |
|
| INVESTMENT
COMPANIES |
8 |
238,655 |
1.02% |
|
| INSURANCE
COMPANIES |
2 |
573,100 |
2.45% |
|
| JOINT
STOCK COMPANIES |
17 |
7,114,878 |
30.36% |
|
| FINANCIAL
INSTITUTIONS |
14 |
3,680,987 |
15.71% |
|
| MODARABA
COMPANIES |
6 |
53,987 |
0.23% |
|
|
----------- |
----------- |
----------- |
|
|
|
3,494 |
23,437,500 |
100.00% |
|
|
========== |
========== |
========== |
|
|
|
| NOTICE
OF MEETING |
|
|
| Notice
is hereby given that 13th Annual General Meeting of the Members of GADOON
TEXTILE |
|
| MILLS
LIMITED will be held on 31s' March 2001 at 10.00 a.m. at the Registered
office of the |
|
| Company
APTMA House, Tehkal Payan, Jamrud Road, Peshawar to transact the following
agenda: |
|
|
| AGENDA :- |
|
|
| Ordinary
Business: |
|
| To
confirm the Minutes of Extra ordinary general meeting to be held on 21st
March |
|
| 2001. |
|
|
| To
receive, consider and adopt the Audited Accounts of the Company for the year |
|
| ended
30th September-2000 together with the Auditors and Directors Reports thereon. |
|
|
| To
approve Cash dividend for the year ended 30th September-2000 as recommended
by the Board. |
|
|
| To
appoint Auditors for the year ending 30th September-2001 and to fix their
remuneration. |
|
|
| Special
Business: |
|
| To
approve the remuneration payable to the Director. |
|
|
| A
statement under Section 160 of the Companies Ordinance 1984 pertaining to |
|
| the
Special business is being sent to the members along with this Notice. |
|
|
| To
consider and pass the following Special Resolution with or without
modification; |
|
|
| "RESOLVED
that the Authorized Share Capital of the company be and is hereby |
|
| increased
from Rs.300,000,000/- (Rupees Three Hundred Million) divided into |
|
| 30,000,000
Ordinary shares of Rs.10/- each to Rs.500,000,000/- (Rupees Five |
|
| Hundred
Million) divided into 50,000,000 Ordinary shares of Rs.10/- each. |
|
| "RESOLVED
that Clause 96 of the Article of Association of the company be |
|
| amended
to increase the remuneration of director for attending the meeting of the |
|
| Board
of Directors to Rs.2000/- per meeting from existing Rs.500/- |
|
|
| FURTHER
RESOLVED that Clause V of the Memorandum of Association of the |
|
| Company
and Clause - 7 and clause 96 of the Articles of Association of the |
|
| Company be amended to read as
under; |
|
|
| Memorandum
of Association - Clause-V The Capital of the Company is |
|
| Rs.500,000,000/-
(Rupees Five Hundred Million) divided into 50,000,000 Ordinary |
|
| shares
of Rs.10/- each with the power to increase and reduce the Capital of the |
|
| Company
and to divide the shares in the Capital for the time being into several |
|
| classes. |
|
|
| Articles
of Association - Clause - 7. |
|
|
| The
Capital of the Company is Rs.500,000,000/- (Rupees Five Hundred |
|
| Million)
divided into 50,000,000 Ordinary shares of Rs. 10/- each |
|
|
| Articles
of Association - Clause - 96. The remuneration of a Director for |
|
| attending
meetings of the Board shall not exceed Rs.2000/- for each meeting |
|
| attended
by him. |
|
|
| Other
Business: |
|
| To
transact any other business with the permission of the Chair. |
|
|
|
By order of the Board |
|
|
|
|
| Karachi |
|
A. Rauf Khanani |
|
| 3rd
March 2001 |
|
Company Secretary |
|
|
| Notes : |
|
| The
Share Transfer Book of the Company will remain closed from March 26, 2001 to
March |
|
| 31,
2001, (both days inclusive) for the purpose of determining entitlement of
Cash dividend. |
|
|
| A
member eligible to attend and vote at this meeting may appoint another member
as his/ |
|
| her
proxy to attend and vote instead of him/her. Proxies in order to be effective
must be received |
|
| by
the Company at the Registered office not less than 48 hours before the time
for holding the |
|
| meeting. |
|
|
| A
Corporation, which is a member of the Company, may by resolution of its Board
of |
|
| Directors
or Governing Body authorize a person to act as its representative at the
meeting. |
|
|
| Members
are requested to kindly contact for all matters pertaining to Shares
department |
|
| including
transfer of shares, change of address etc. to our Registrar, M/s C & K
Management |
|
| Associates
(Pvt) Ltd. 404, Trade Tower, Near Metropole Hotel, Abdullah Haroon Road, |
|
| Karachi. |
|
|
| STATEMENT
U/S 160 OF THE COMPANIES
ORDINANCE-1984. |
|
| This
statement sets out the material facts concerning the Special Business to be
transacted |
|
| at
the 13th Annual General Meeting of the Company to be held on 31st March 2001. |
|
|
| Approval
of the members is being sought in terms of Article # 98 of the Article of |
|
| Association
of the Company for the remuneration payable to the Director. For this |
|
| purpose
it is intended to propose that the following resolution be passed (with or
without |
|
| modification)
as an Ordinary Resolution. |
|
|
| "RESOLVED
that the approval is hereby granted for the holding of office of profit by
Mr. |
|
| Muhammed
Ali A. Razzak Tabba (the Director), for the payment of remuneration to him an |
|
| amount
not exceeding Rs. 200,000/- per month w.e.f 1st April-2001. |
|
|
| FURTHER
RESOLVED in event of any aforesaid office of profit falling vacant, approval
hereby |
|
| given
that the same terms of appointment be equally applicable to any other
person(s) so |
|
| appointed
/ elected subsequently |
|
|
| The
Director Mr. Muhammad Ali A. Razzak Tabba is interested to the extent of the
remuneration |
|
| payable
to him as Director for performing extra services. |
|
|
| The
Authorized Share Capital of the Company is being increase from Rs. 300
Million to Rs. 500 |
|
| Million
to enable the company to expand its capital base to facilitate the issue of
further |
|
| capital,
commensurate with the Company's business, as the directors may deem necessary |
|
| from
time to time. |
|
|
| The
fee for attending the board meeting fixed since inception is due for review
in the line with |
|
| the
all around changes. The directors are interested in this change to the extent
of fees |
|
| receivable
by them on attending these meetings. |
|
|
|
| AUDITOR'S
REPORT TO THE MEMBERS |
|
|
|
| We
have audited the annexed Balance Sheet of GADOON TEXTILE MILLS LIMITED as at
30th |
|
| September,
2000 and the related Profit and Loss Account and 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 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 management, as well as, evaluating the
overall |
|
| presentation
of the above said statements. We believe our audit provides a 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 and the |
|
| 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,
respectively give a true and fair view of the state of the Company's affairs |
|
| as
at 30th September, 2000 and of the profit and cash flows for the year then |
|
| ended; and |
|
|
| (d)
in our opinion, Zakat deductible at source under the Zakat and Ushr
Ordinance, |
|
| 1980
was deducted by the Company and deposited in the Central Zakat Fund |
|
| established
under Section 7 of that Ordinance. |
|
|
| Karachi |
|
HAMEED CHAUDHRI & CO., |
|
| 3rd
March, 2001 |
|
Chartered Accountants |
|
|
|
| Directors
Report to the Members: |
|
|
|
| Directors
of your company are pleased to submit before you the 13th Annual Report on
the |
|
| performance
of the company for the year ended 30th September 2000. |
|
|
| Financial
Highlights: |
|
| The
following are the Financial Highlights reflecting the performance of the
Company for |
|
| the
period ended 30th September 2000.: |
|
|
|
(Rs.000) |
|
|
| Net
pre-tax profit for the year |
|
507,062 |
|
| Provision
for taxation |
|
21,689 |
|
|
------------ |
|
| Profit
after tax |
|
485,373 |
|
| Un-appropriated
profit |
|
704,183 |
|
|
------------ |
|
| Profit
available for appropriation |
|
1,189,556 |
|
|
| Appropriation: |
|
| Cash
dividend @ 83 % |
|
194,531 |
|
|
------------ |
|
| Un-appropriated
profit |
|
| Carried
forward |
|
995,025 |
|
|
========== |
|
|
| The
Sales for the year registered a growth of about 14% as compared to last year,
the rate of |
|
| GP
also increase by about 10%. This increase can be attributed mainly due to
input cost of |
|
| cotton
acquired at the most competitive rates and limiting the overheads to maximum
at low |
|
| ebb. |
|
|
| With
the blessing of Almighty Allah your
company earned a pre tax profit of Rs.507 |
|
|
| Million
against the previous year figure of Rs.175. Million registering the growth of
profit |
|
| around
190%. The rise in business volume coupled with lower cost of cotton enabled
the |
|
| company
to post this growth while absorbing the adverse impact of increase in the
selling |
|
| expenses
which is mainly due to increase in the export freight and related
expenditures. |
|
|
| Your
directors looking at the improvement in the stock market has decided to
revise the value of |
|
| Investment
held by the company accordingly. |
|
|
| Profit
Distribution: |
|
| The
profit making companies are now being penalized by adding an anti investment
clause |
|
| in
the Income Tax Ordinance 1979 through Section 12(9A), whereby company making
profit |
|
| should
distribute forty percent of their after tax profit ONLY IN THE SHAPE OF CASH
or face |
|
| the
additional tax penalty @ of ten percent on the balance of reserve that exceed
fifty percent |
|
| of
the company's capital. |
|
|
| As
you know that the reserved carried by the company is not formed in a year and
is not |
|
| available
in the form of cash with them. For the payment of huge dividend the profit
making |
|
| companies
are now compelled to borrow the funds and pay the interest on borrowed money. |
|
| However
your Company had already approached the SECP with this problem and we |
|
| sincerely
hope that the concerned ministry should look at this anti investment clause
for deletion. |
|
|
| The
Board of Directors of the Company feel pleasure to recommend a payment of
Cash |
|
| dividend
@ 83% for the year under review. |
|
|
| Future
Outlook: |
|
| In
the line with prudent business policies, and to produce the best qualities
yarns and be able |
|
| to
compete with the International quality challenges your directors has already
introduced |
|
| first
time in Pakistan the "Compact Spinning" with 15,840 spindles, which
by the Grace of God had |
|
| started
production in October-2000. Further, as you are aware of this fact that the
machinery |
|
| installed
in Mill # I and II is now about a decade old. Keeping in mind the huge
international |
|
| export
demand of quality yarn, your directors would like to carryout BMR of the
plant but due |
|
| to
the anti investment clause as discussed in preceding para now, first we have
to borrow the |
|
| money
for payment of dividend and then think about the BMR, so your directors are
forced to |
|
| delay
the BMR program for the time being. |
|
|
| Our
Contribution to the National Exchequer: |
|
| By
the Grace of God, we are proud to inform you that your company had
contributed over |
|
| Rs.332
Million to the national exchequer during the year under review in the form of
sales tax, |
|
| income
tax, import duties and other statutory levies. |
|
|
| Earning
Per Share: |
|
| The
earning per share during the year under report was Rs.20.71 (1999-Rs. 6.79) |
|
|
| Auditors: |
|
| The
retiring auditors M/s. Hameed Chaudhri & Company Chartered Accountants
being eligible |
|
| offer
themselves for reappointment. |
|
|
| Pattern
of Share Holding: |
|
| A
statement reflecting the pattern of shareholding is annexed to this report. |
|
|
| Acknowledgments: |
|
| At
the end we acknowledge with thanks the support and cooperation extended by
our |
|
| bankers,
financial institutions, and the Government agencies for the smooth running |
|
| of
the company during the year and sincerely hope for the same in years to come. |
|
|
| We
are also thankful to all our valued customers for their patronage, trust and
confidence in our |
|
| quality
products, and all Workers, Staff and Executives of the company for their
dedicated |
|
| hard work. |
|
|
| May
Almighty Allah reward us with his bounties as he did in the past. |
|
|
|
for and on behalf of the Board |
|
|
| Karachi |
|
A. Razzak A. Aziz Tabba |
|
| 3rd
March 2001 |
|
Chairman/Chief Executive |
|
|
|
| BALANCE
SHEET AS AT 30 SEPTEMBER, 2000 |
|
|
|
|
2000 |
1999 |
|
|
Note |
Rupees |
Rupees |
|
| SHARE
CAPITAL & RESERVES |
|
| Authorised
Capital |
|
| 30,000,000
Ordinary Shares of Rs. 10 each |
|
300,000,000 |
300,000,000 |
|
|
========== |
========== |
|
| Issued,
Subscribed & Paid-up Capital |
|
3 |
234,375,000 |
234,375,000 |
|
| Share
Premium |
|
103,125,000 |
103,125,000 |
|
| Unappropriated
profit |
|
995,025,460 |
704,183,338 |
|
|
----------- |
----------- |
|
| Shareholders'
Equity |
|
1,332,525,460 |
1,041,683,338 |
|
|
| LONG
TERM LOANS |
|
4 |
400,000,000 |
129,061,795 |
|
|
|
|
| OBLIGATION
UNDER FINANCE LEASE |
5 |
97,465,219 |
115,795,221 |
|
|
| DEFERRED
LIABILITIES |
|
| Provision
for Gratuity |
|
6 |
19,053,870 |
15,022,345 |
|
| Deferred
Income |
|
7 |
559,650 |
879,441 |
|
|
----------- |
----------- |
|
|
19,613,520 |
15,901,786 |
|
| CURRENT
LIABILITIES |
|
| Current
Maturity of Long Term Liabilities |
|
8 |
19,468,900 |
105,646,703 |
|
| Short
Term Finances |
|
9 |
338,732,312 |
807,740,422 |
|
| Creditors,
Accruals & Other Liabilities |
|
10 |
345,056,639 |
416,093,561 |
|
| Provision
for Taxation |
|
|
36,983,454 |
61,967,614 |
|
| Dividends |
|
11 |
197,599,673 |
86,178,718 |
|
|
----------- |
----------- |
|
|
937,840,978 |
1,477,627,018 |
|
| CONTINGENT
LIABILITIES & COMMITMENTS |
12 |
|
|
|
|
-- |
-- |
|
|
|
|
----------- |
----------- |
|
|
2,787,445,177 |
2,780,069,158 |
|
|
========== |
========== |
|
|
| FIXED
ASSETS |
|
| Operating
Fixed Assets |
|
13 |
1,364,158,267 |
1,505,877,884 |
|
| Capital
Work-in-Progress |
|
14 |
499,078,464 |
58,009,345 |
|
|
----------- |
----------- |
|
|
1,863,236,731 |
1,563,887,229 |
|
|
| LONG
TERMS LOANS, DEPOSITS |
|
| &
DEFERRED COSTS |
|
15 |
2,300,714 |
2,571,440 |
|
| CURRENT
ASSETS |
|
| Stores
& Spares |
|
16 |
67,504,055 |
29,503,509 |
|
| Stock-in-trade |
|
17 |
442,461,067 |
677,093,290 |
|
| Trade
Debtors |
|
18 |
262,080,261 |
331,219,342 |
|
| Advances,
Deposits, Prepayments & |
|
|
|
| Other
Receivable |
|
19 |
65,802,130 |
126,844,929 |
|
| Short
Term Investment |
|
20 |
70,706,400 |
43,039,200 |
|
| Cash
& Bank Balances |
|
21 |
13,353,819 |
5,910,219 |
|
|
- |
