| Gatron Industries Limited |
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| Annual
Report 2000 |
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| CONTENTS |
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| Gatron
(Industries) Limited |
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| Company
Information |
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| Financial
Highlights |
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| Directors'
Report |
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| Notice
of Annual General Meeting |
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| Auditors'
Report to the Members |
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| Balance Sheet |
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| Profit
and Loss Account |
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| Cash
Flow Statement |
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| Statement
of Changes in Equity |
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| Notes
to the Accounts |
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| Statement
Under Section 237(1)(e) |
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| of
the Companies Ordinance, 1984 |
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| Pattern
of Shareholding |
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| Gatro
Power (Private) Limited |
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| (Subsidiary
Company) |
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| Company
Information |
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| Directors'
Report |
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| Auditors'
Report to the Members |
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| Balance Sheet |
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| Profit
and Loss Account |
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| Cash
Flow Statement |
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| Statement
of Changes in Equity |
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| Notes
to the Accounts |
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| Pattern
of Shareholding |
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| Consolidated
Accounts |
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| Auditors'
Report to the Members |
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| Consolidated
Balance Street |
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| Consolidated
Profit and Loss Account |
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| Consolidated
Cash Flow Statement |
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| Consolidated
Statement of Changes in Equity |
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| Notes
to the Consolidated Account. |
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| COMPANY
INFORMATION |
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| BOARD
OF DIRECTORS |
Peer Mohammad Diwan |
Chief Executive |
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|
Haji Sharif Tayub |
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|
Haji Haroon Tayub |
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|
Abdul Razak Diwan |
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|
Zakaria Bilwani |
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|
Usman Habib |
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|
Iqbal Abdul Shakoor |
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|
Shabbir Diwan |
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| COMPANY
SECRETARY |
Mohammad Yasin Bilwani |
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| BANKERS |
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ABN- AMRO Bank N V |
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American Express Bank
Limited |
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Bank Alfalah Limited |
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Bank AI Habib Limited |
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Citibank N.A. |
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Credit Agricole Indosuez |
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Faysal Bank Limited |
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Habib Bank Limited |
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Metropolitan Bank Limited |
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National Bank of Pakistan |
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Societe Generale, The
French and International Bank |
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Standard Chartered Bank |
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The HongKong and Shanghai
Banking Corporation Limited |
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Union Bank Limited
(Formerly Bank of America NT & SA) |
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| AUDITORS |
|
M/ s. Hyder Bhimji &
Co. |
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|
Chartered Accountants, |
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|
Karachi. |
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| PLANT |
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Plot No. M-2, Sec. M,
H.I.T.E. |
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|
Main R.C.D. Highway |
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Hub Chowki, Lasbela
Distt. |
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Balochistan - Pakistan. |
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| REGISTERED |
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Room No. 32, 1st Floor, |
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|
Ahmed Complex, |
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|
Jinnah Road, |
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|
Quetta - Pakistan. |
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| LIAISON
OFFICE |
8th Floor, Textile Plaza |
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|
M.A. Jinnah/Dunolly Road |
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Karachi- 74000 Pakistan. |
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| FINANCIAL
HIGHLIGHTS |
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|
(Rupees in
'000) |
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|
2000 |
1999 |
|
| Turnover |
|
3,091,555 |
4,201,912 |
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| Profit
before tax |
|
153,255 |
117,892 |
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| Profit
after tax |
|
93,995 |
65,387 |
|
| Taxation |
|
59,260 |
52,505 |
|
| Gross
assets employed |
|
3,741,165 |
3,577,024 |
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| (excluding
capital work-in-progress) |
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| Issued
share capital |
|
383,645 |
383,645 |
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| Net
shareholders' equity |
|
1,570,795 |
1,534,347 |
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| Earning
per share before tax - Rupees |
|
4.00 |
3.07 |
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| DIRECTORS'
REPORT |
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| The
Directors of your Company feel pleasure in presenting the report on the
performance |
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| of
the Company for the year ended June 30,
2000. |
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| SUMMARY
OF FINANCIAL RESULTS |
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| The
financial results for the year under review are as follows: |
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|
( Rupees in '000 ) |
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| Gross Sales |
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4,201,912 |
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| Net sales |
|
3,735,076 |
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| Operating
profit |
348,858 |
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| Profit
before taxation |
153,255 |
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| Profit
after taxation |
93,995 |
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| OVERVIEW |
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| By
the Grace of Allah, the net sales of your Company increased by Rs. 1,022
million |
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| over
last year, allowing the Company to cross a figure of Rs.4 billion gross sales
mark |
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| for
the first time in its history. The increase is partly due to increase in
export sales of |
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| Polyester
Chips Bottle Grade (PET Resin) and consequently better capacity utilization
of the plant. |
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| For
the last 3 years the Polyester Chips Bottle Grade (PET Resin)industry has had
an over |
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| supply
situation on the international level and was consequently a loss making |
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| business.
This had repercussions both on the financial side as well as on the marketing |
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| side.
Due to the extra ordinary marketing efforts and improvement of margins to |
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| break-even
level by the end of the year under review, the results of PET Resin were
better |
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| than
the last financial year. However the fact remains that your Company with a
plant |
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| capacity
of 21,000 tons has to compete with world scale economical size plants of 4
times |
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| higher
capacity. The company is presently trying to de-bottleneck the existing
21,000 |
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| tons
capacity of the plant but the maximum it can possibly reach is 24,500 tons.
Insha |
|
| Allah
this is expected to be achieved in the maintenance shutdown in January, 2001. |
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| With
the rising raw material prices expected in the coming years, the duty
drawback on |
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| export
of PET Resin in rupees per kilo is going to be continuously outdated. Your |
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| company
is reviewing various options to tackle this situation. |
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| The
Company has established itself as a reliable Quality, local and export
Supplier |
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| of
PET Preforms (made from PET Resin). These PET Performs are sold for
converting |
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| into
Carbonated Soft Drink PET bottles. However in the coming year, efforts are |
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| being
directed towards new applications for packaging purposes. These efforts will |
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| increase
the consumption of PET Resin/PET Preforms in the country. |
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| The
whole chain of materials in the polyester industry, including the raw
materials are |
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| showing
an upward price trend, most of which is cost push. For e.g. Paraxylene (base |
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| raw
material of PTA) rose from $310 to $510 in one year pushing the whole
upstream |
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| chain.
This cost push factor has also contributed to the increased sales figure of |
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| this year. |
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| Due
to the continued international pressure (dumping product prices in relation
to raw |
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| material
costs) on the Polyester Filament Yarn, current year's profitability in
filament |
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| yarn
did not show a remarkable improvement over last year. However by the Grace |
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| of
Allah, your Company, manufacturing Filament Yarn from Polyester Chips did |
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| better
than most of the other Chip-based Polyester Filament Yarn units. This was |
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| made
possible by lower and efficient utilities and administrative costs. This was
also |
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| possible
since the product versatility and marketing strengths (developed by the |
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| Company
over the years) enabled the Company to achieve Filament Yarn |
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| production
far above rated capacity and near to maximum possible plant utilization. |
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| However
the overall profitability of the Company was noticeably better than last |
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| year
due to reduction of losses in the Polyester Chips Bottle Grade (PET Resin) |
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| business. |
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| Some
support during the year was given by the 10% excise duty imposed on import of |
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| Polyester
Filament Yarn effective July 02, 1999 (making a total import duty 45%). |
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| However
on January 15, 2000 while total import duty on raw material was decreased |
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| by
10% (from 35% to 25%), giving an impact of around Rs.3.60 per kg, whereas the
total |
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| import
duty on finished product i.e., Polyester Filament Yarn was reduced by |
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| 15%
(from 45% to 30%) resulting an adverse impact of Rs.10/- per kg. The
Government |
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| could
and should have brought down the duty on Polyester Filament Yarn to 35% |
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| instead
of as low as 30%. |
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| At
the same time the excise duty of Rs. 2.50 per kg. on local production (an
anomaly) |
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| was
not removed by Government - supposedly due to revenue consideration. |
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| Therefore
the net protection level for the Polyester Filament Yarn industry was |
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| reduced
drastically in rupee terms by around Rs.6.40 per kg. It is logical and
necessary |
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| that
the Government remove the excise duty on local production as even the reduced
5% |
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| differential
between the import duty of Polyester Chips (raw material)and Polyester |
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| Filament
Yarn (finished product) is being wiped out by the incidence of excise duty |
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| on
local production of finished goods. |
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| Due
to very low net operating margin from operations (for reasons already
explained) |
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| the
"other income" portion formed a major chunk of the total income
like the previous |
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| year
- though it was lower than last year's figure of "other income." |
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| Since
there is very little water in Hub Dam, extra ordinary expenses were incurred
this |
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| year
for pumping and transporting over 2 lacs gallon/day of well water within and |
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| from
5 km range of the factory. Further expenses were incurred in treating this
water |
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| through
the R.O. unit. The water shortfall and resultant expenses expected to
continue |
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| until
sufficient rainfall is received, something which is eluding Karachi and Hub
District |
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| Lasbela
(Balochistan) since last 3 years. |
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| The
repairs and maintenance charges of the year reflected the major maintenance
on the |
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| utilities
equipment required in view of their age and running hours. They also reflect
the |
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| minor
improvements made in the various existing assets. Increase in the sales
volume |
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| of
PET Resin meant a higher level of material handling charges. |
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| The
other costs as well as Administrative expenses were kept on strict control
through |
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| effective
management process and actions and the increase only reflect the Usual |
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| inflationary
trend. The working capital requirements, compared to previous year, |
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| increased
due to increased turnover and due to escalating cost of raw materials. While |
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| stocks
of PET Resin were brought down, stocks of Polyester filament yarn were high |
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| due
to a very depressed yarn market in June 2000. The physical level of raw
material stock |
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| was
also raised to normal levels compared to the extra ordinary low levels of the |
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| previous
year ending. The increase in sales volume of PET Resin also meant an increase |
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| in
Receivables of Cash L/C proceeds as well as usance L/Cs in transit and
consequent |
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| increase
in trade debts. |
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| A
second injection moulding machine with an investment of Rs. 70 million
ordered in |
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| the
year under review and was installed and commissioned during the on going
year. |
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| Capital
expenditure for debottlenecking the Polyester Chips Bottle Grade (PET Resin) |
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| plant
will also be incurred in the on going year. The company has plans to incur
capital |
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| expenditure
to replace the 15 years' old power generators or to arrange additional |
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| power
from Gatro Power (wholly owned subsidiary) to meet the power requirements |
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| and
to increase standby equipment in texturising, compressors and chillers
sections. |
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| FUTURE
OUTLOOK |
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| As
discussed above the local Polyester Filament industry has remained under |
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| pressure
for the last few years and the import duty changes of January 2000 added |
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| further
pressure. The under invoicing of imported yarn and fabric continuing |
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| unabated
also adds to this pressure. The high stocks of yarn in June 2000 reflected |
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| this
situation. Six units of Polyester Filament Yarn have closed down this year -
four of |
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| them,
it seems for a longer term. Gatron and a couple of other plants have |
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| transformed
some of their production to new varieties. All this has reduced supply |
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| of
normal variety. It is therefore expected that seasonal months of October to
December |
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| (unlike
last year)will see an improvement of margins - aided also by the depreciation |
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| of
the rupee by over 10% in September 2000. However the impending liberal
imports of |
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| filament
yarn (on under-invoiced value and lower duty) to fill in this gap of seasonal |
|
| months
- may put pressure on the prices and margins in the following months. The |
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| Government
should check and curb the under invoicing of filament yarn with the |
|
| help
of FYMA (Filament Yarn Manufacturers Association). A member of FYMA can be |
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| nominated
on a valuation vigilance committee to provide free of charge professional |
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| assistance
to prevent extreme under invoicing. |
|
|
| This
would not only increase Government revenue but allow the Filament Yarn |
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| Industry
to earn adequate and proportionate margins on the turnover and on |
|
| the
huge investment made in their respective plants and would also allow the
revival of |
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| closed units. |
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|
| The
sharp weakening of Pak Rupee against major world currencies and significant |
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| upsurge
in fuel prices is going to add to the inflationary pressure on direct and
indirect |
|
| costs.
The Polyester Chips Bottle Grade (PET Resin) project after 2 years of losses
is Insha |
|
| Allah
expected to generate profit next year |
|
|
| APPROPRIATION |
|
| Your
Directors are pleased to report after tax profits of Rs. 93.995 million for
the year |
|
| ended
June 30, 2000 and proposed that profit be appropriated as follows: |
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|
|
(Rupees in'000) |
|
| Profit
after taxation |
|
93,995 |
|
|
| Unappropriated
profit |
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| brought
forward |
|
13,166 |
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|
----------- |
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| Profit available |
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| for
appropriation |
|
107,161 |
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|
| Appropriations: |
|
| Proposed cash dividend @15% |
57,547 |
|
| Transfer
to general reserve |
|
30,000 |
|
|
----------- |
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|
87,547 |
|
|
----------- |
|
| Unappropriated
profit |
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| carried forward |
|
19,614 |
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|
========== |
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| CONTRIBUTION TO NATIONAL
EXCHEQUER |
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| During
the year, the Company's contribution to the national exchequre amounted to |
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| Rs.
654 million (June 1999: Rs. 630 million) in respect of payments towards sales
tax, |
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| in
come tax, excise duties, import duties and other statutory levies. This does
not include |
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| the
income tax paid by the employees of the Company in their individual
capacities. |
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|
| GENERAL |
|
| The
Company by the Grace of Allan, achieved ISO-9002 certification for its |
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| Production
and Marketing of Polyester Chips - Bottle Grade (PET Resin). |
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| The
Company has also fully provided for its deferred tax liability of Rs. 317.230
million |
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| which
will mature in the next years. |
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|
| SUBSIDIARY
COMPANY |
|
| The
Audited Accounts of the wholly owned subsidiary, Gatro Power (Pvt.) Limited |
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| for
the year ended June 30, 2000 are annexed. |
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| BOARD
CHANGES |
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| Mr.
Muhammad Afzalullah Siddiqui, Director
representing National Investment |
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| Trust
(NIT) retired on the expiry of his term on December 23, 1999. |
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|
| Mr.
Z.I. Saifi, Nominee Director of Bankers Equity Limited ceased to hold Office
of the |
|
| Director
under Section 188(b) of the Companies Ordinance, 1984 and Article 93(b) |
|
| of
the Articles of Association of the Company. |
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|
| The
Board of Directors would like to place on record its appreciation for the
valuable |
|
| services
rendered to the Company by the outgoing Directors. |
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|
| AUDITORS |
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| The
retiring auditors M/s. Hyder Bhimji & Company, Chartered Accountants
being |
|
| eligible,
offer themselves for reappointment. |
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| PATTERN
OF SHAREHOLDING |
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| A
statement reflecting the pattern of shareholding is attached to the Annual |
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| Report. |
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| ACKNOWLEDGEMENT |
|
| We
offer our sincere thanks to our valued clients, bankers, financial
institutions and |
|
| the
Government agencies for the cooperation extended by them during the course of |
|
| business
activities. We equally appreciate the hard work and commitment demon- |
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| strated
by all our dedicated employees and team members in contributing towards |
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| achieving
the objectives of the Company. |
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|
|
On behalf of the Board |
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|
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|
|
PEER MOHAMMAD DIWAN |
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| November 08, 2000 |
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Chief Executive |
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| NOTICE
OF ANNUAL GENERAL MEETING |
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| Notice
is hereby given that the Twentieth Annual General Meeting of Gatron
(Industries) |
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| Limited
will be held on Monday, January 01, 2001 at 11:30 a.m. at Serena Hotel,
Quetta |
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| to
transact the following business: |
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|
| ORDINARY
BUSINESS |
|
| 1.
To confirm the minutes of the Nineteenth Annual General Meeting held on
December |
|
| 06, 1999. |
|
|
| 2.
To receive, consider and adopt the Audited Accounts of the Company for the
year |
|
| ended
June 30, 2000 together with the Auditors' and Directors' Reports thereon. |
|
|
| 3.
To approve as recommended by the Board of Directors the payment of cash
dividend |
|
| at
Rs. 1.50 per share (15%) for the year ended June 30, 2000. |
|
|
| 4.
To appoint Auditors for the next financial year and to fix their
remuneration. |
|
|
| 5.
To transact any other ordinary business with the permission of the Chair. |
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|
| SPECIAL
BUSINESS |
|
| To
consider and if thought fit to pass the following resolution as a Special
Resolution: |
|
|
| "Resolved
as Special Resolution that existing Article 95(22) of the Articles of
Association |
|
| of
the Company be and is hereby deleted and be substituted with the following: |
|
|
| "Article 95(22) |
|
| To
Subscribe or contribute or otherwise assist or to grant money to charitable,
benevolent, |
|
| religious,
educational, scientific, to individuals or institutions for objects or
purposes |
|
| referred
to herein." |
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|
By Order of the Board |
|
|
|
Mohammad Yasin Bilwani |
|
| December
01, 2000 |
|
Company Secretary |
|
|
| Notes: |
|
| 1)
The Share Transfer Books of the Company will remain closed from December 19,
2000 |
|
| to
January 01, 2001 (both days inclusive). The shareholders are advised to
notify to the |
|
| Company
of any change in their addresses. |
|
|
| 2)
A member entitled to attend and vote at the meeting may appoint another
member as |
|
| his/her
proxy to attend, speak and vote on his/her behalf. Proxies in order to be
effective |
|
| must
be received at the office of the Company not less than 48 hours before the
time |
|
| of
holding the meeting. |
|
|
| 3)
Account holders and sub account holders and/or the persons whose shares are
in group |
|
| account
and holding book entry of shares of the Company in Central Depository System |
|
| of
Central Depository Company of Pakistan Limited, who wish to attend the Annual |
|
| General
Meeting are requested to please bring original National Identity Card (NIC) |
|
| with
copy thereof duly attested or the original passport for identification
purpose. In |
|
| case
of proxy, he/she must also produce attested copy of his/her NIC or original |
|
| passport
at the time of meeting. |
|
|
| 4)
In of case corporate entity, the Board of Directors' resolution/power of
attorney with |
|
|
| specimen
signature shall be submitted along with proxy form to the Company. |
|
|
| Statement
Under Section 160 of the Companies Ordinance, 1984 |
|
| This
statement sets out the material facts concerning the Special Business to be
transacted |
|
| at
the Twentieth Annual General Meeting of the Company to be held on January,
01, 2001. |
|
|
| Gatron
being one of the largest industrial concern in the Province of Balochistan it
had to |
|
| contribute
donations in other backward areas of Balochistan. Moreover, sometimes |
|
| circumstances
compel for donations to other deserving sectors. At present there is no such |
|
| clause
in the Articles of Association of the Company authorizing it to make such
charitable |
|
| contributions.
In the absence of such clause, the Company is unable to contribute any sum |
|
| for
the relief of the deserving people of the country. To empower Directors to
comply such |
|
| obligations,
existing sub Article of Articles of Association of the Company needs
substitution. |
|
|
| The
Directors of the Company do not have any interest directly or indirectly, in
relation to |
|
| the
proposed amendment of the Articles of Association. |
|
|
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
|
| We
have audited the annexed Balance Sheet of GATRON (INDUSTRIES) LIMITED as at |
|
| June
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 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 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 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 accounts 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, Cash Flow Statement and |
|
| Statement
of Changes in Equity together with the notes forming part thereof confirm |
|
| 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
June 30, 2000 and of the profit, its cash flows and the changes in equity for
the |
|
| year
then ended; and |
|
|
| (d)
in our opinion Zakat deductible at source under the Zakat and Ushr Ordinance, |
|
| 1980
(XVIII of 1980) was deducted by the Company and deposited in the Central |
|
| Zakat
Fund established under Section 7 of that Ordinance. |
|
|
|
HYDER BHIMJI & CO. |
|
| Karachi:
November 08, 2000 |
|
Chartered Accountants |
|
|
|
| BALANCE
SHEET |
|
| As
at June 30, 2000 |
|
|
|
|
|
( Rupees in
'000 ) |
|
|
Note |
2000 |
1999 |
|
| SHARE
CAPITAL AND RESERVES |
|
| Authorised
capital |
|
| 44,000,000
Ordinary shares of Rs. 10/- each |
|
440,000 |
440,000 |
|
|
========== |
========== |
|
| Issued,
subscribed and paid-up capital |
|
3 |
383,645 |
383,645 |
|
| Capital reserve |
|
4 |
457,536 |
457,536 |
|
| General
reserve |
|
|
710,000 |
680,000 |
|
| Unappropriated
profit |
|
|
19,614 |
13,166 |
|
|
|
----------- |
----------- |
|
|