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Gulistan Spinning Mills Limited
Annual Report 2000
CONTENTS
Board of Directors
Notice of Meeting
Directors' Report
Auditors' Report
Balance Sheet
Profit & Loss Account
Cash Flow Statement
Statement of Changes in equity
Notes to the Account
Schedule of Fixed Assets
Pattern of Share Holding
BOARD OF DIRECTORS
CHAIRMAN Mr. Abdul Shakoor
CHIEF EXECUTIVE Mr. Tanveer Ahmed
DIRECTORS Mr. Naseer Ahmed
Mr. N. R. Siddiqui
Mr. Mohammad Abdullah
Mr. Riaz Ahmed
Mr. Muhammad Younus
SECRETARY Mr. Zamir Q. Siddiqui
AUDITORS M/ s. Hameed Chaudhri & Co.
Chartered Accountants
REGISTERED OFFICE 2nd Floor, Finlay House,
I.I. Chundrigar Road,
Karachi.
MILLS JUMBER KHURD
TEHSIL CHUNNIAN
DISTT. KASUR
NOTICE OF THE ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF THE
COMPANY WILL BE HELD ON 28TH MARCH 2001 AT 3 P.M. AT THE ROOF TOP OF FINLAY HOUSE, I. I.
CHUNDRIGAR ROAD, KARACHI TO TRANSACT THE FOLLOWING BUSINESS:-
1. to confirm the minutes of the preceding meeting of the shareholders of the company.
2. to receive consider and adopt the Audited Accounts of the Company for the year ended 30.09.2000
together with the Directors and Auditors Reports thereon.
3. to approve the dividend, as recommended by the Directors of the company.
4. to appoint the Auditors of the Company for the year ending 30.9.2001 and to fix their remunera-
tion. The present Auditors Messrs Hameed Chaudhri and Company, Chartered Accountants being
eligible for appointment offered themselves for reappointment.
5. Special Business:
To amend Article (56) of the Article of Association of the company and to insert in its place the
following with or without any amendment:-
(56) The remuneration paid or to be paid to a Director for performing extra services, including of the
Office of Chairman and the remuneration paid or to be paid to any Director for attending the meeting
of the Directors or a Committee of Directors shall from time to time be determined and / or confirmed
by the Directors.
6. Any other matter with the permission of the Chairman.
By order of the Board
Karachi.: 6th March 2001 Company Secretary
Notes:-
1) Register of the Members of the company will remain closed from 27-03-2001 to 02-04-2001 (both
days inclusive). Dividend if approved will be paid to such members only whose name appear in
the register of the company as at the close of 26-03-2001.
2) Proxies in order to be effective must be received duly complete in all respects by the company at
the Registered office not less than 48 hours before the time for holding the meeting.
3) Shareholders are requested to notify us immediately for any change in their registered address
currently available with the company.
4) Any individual beneficial owner of CDC, entitled to vote at this meeting must bring his/her original
NIC with him/her to prove him/her to prove his/her identity, and in case of proxy, a copy of
shareholders attested NIC must be attached with proxy form. Representatives of corporate members
should bring the usual documents required for such purposes.
Statement under Section 160(1) B of the Companies Ordinance '84.
The amendments in the Article of Association of the Company is solicited to make it in conformity with
the article provided for the appointment of the Chief Executive of the Company. The Director have no
special interest in it.
DIRECTORS' REPORT TO THE SHAREHOLDERS
Dear Shareholders,
Assalam O Alaikum,
It is of pleasure to present before you the annual report alongwith audited Accounts of the Company for
the year ended 30.9.2000.
OVERVIEW:
As reported in our half yearly review the bumper cotton crop for the year 1999-2000 season enabled the
spinning industry to come out of the crises which it was facing due to shortage of cotton. Sufficient
production of cotton and Government's prudent policy of open market enabled the local spinning industry
to obtain cotton on competitive prices. This has resulted in the increase of sales and profitability to 592
Million and 82.7 Million in comparison to the last year's from 537 Million and 12.9 Million respectively.
Following are the key numbers. Rupees in
Million
Sales Net 592.75
Gross Profit 150.49
Profit for the year before taxation 82.74
Profit for the year after taxation 76.78
Unappropriated profit brought forward 45.25
Profit available for appropriation 122.04
UNAPPROPRIATION:
Cash dividend proposed @ 32.5% 32.50
Unappropriated profit carried forward 89.54
In the preceding year the Company had purchased property to meet its office requirement in a reputed
building in Karachi from one of its associated companies. The Securities and Exchange Commission of
Pakistan objected the transaction and with the .object to make compliance to their directives the
transaction has been reversed in consultation with the associated company.
FUTURE OUTLOOK:
As is evident from the results of the year under review, the success of textile industry is dependent
upon availability of raw cotton on reasonable rates. This year again the prices of cotton have increased
by about 60% as compared to the last year prices. Export refinance has been withdrawn. The rates of
borrowing by the financial institutions have also increased. Under these apparent adverse circumstances,
your Directors are try their best to control the cost escalation by increasing the production and sale.
BALANCING MODERNIZATION AND REPLACEMENT:
Being conscious of the fact that customers both in home and foreign markets demand quality yarn, your
Directors are continuously engage in balancing modernizating and wherever necessary replacement
to ensure that your Company produces such a product which suits to the requirement of the buyer. To
achieve this object the Company invested an amount of about Rs.33 Million on BMR in the year under
review.
BREAK-UP VALUE AND EARNING PER SHARE:
The earning per share for the current year is Rs.7.68 in comparison to Rs.0.86 of the preceding year.
This reflects the earning potential of your Company. The break-up value of the share of the Company has
risen from 17.02 to 21.45 of the last year,
PATTERN OF SHAREHOLDING:
Statement showing the pattern of shareholding as on 30-09-2000 is enclosed.
AUDITORS:
M/s. Hameed Chaudhri & Co. Chartered Accountant being the auditors of the Company retire and have
offered themselves for reappointment being eligible for it for the year 2000 - 2001.
THANKS:
Our thanks are due to the members of our staff for their dedicated services and to all of them who
extended cooperation & assistance.
BY ORDER OF THE BOARD
Karachi TANVEER AHMED
5th March, 2001 CHIEF EXECUTIVE
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed balance sheet of Gulistan Spinning Mills Limited as at September 30,
2000 and the related profit and loss account, the cash flow statement and the 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 Com-
panies 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 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 eq-
uity together with the notes forming part thereof conform with approved accounting standards as
applicable in Pakistan, and give rhea 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, its cash flows and changes in equity for the
year then ended; and
(d) in our opinion Zakat deductible at source under the Zakat and Ushr Ordinance, 1980, was de-
ducted by the company and deposited in the Central Zakat Fund established under section 7 0f
that Ordinance.
Without qualifying our opinion we report that direct expenses incurred on sales have been reclas-
sifted as explained in Note 2.11 and we also report that the ultimate outcome of the matter
explained in Note 8.3 cannot be determined.
KARACHI: HAMEED CHAUDHRI & COMPANY
5th March, 2001 CHARTERED ACCOUNTANTS
BALANCE SHEET AS AT 30 SEPTEMBER, 2000
2000 1999
Note Rupees Rupees
CAPITAL AND LIABILITIES
Authorised capital:
10,000,000 ordinary shares of
Rs. 10/- each 100,000,000 100,000,000
========== ==========
Issued, Subscribed and Paid-up Capital 3 100,000,000 100,000,000
Capital Reserve 4 25,000,000 25,000,000
Unappropriated profit 89,542,657 45,255,253
------------------ ------------------
Shareholder's equity 214,542,657 170,255,253
LONG TERM LOANS & FINANCES 5 25,954,798 70,858,532
OBLIGATION UNDER FINANCE LEASES 6 43,229,717 31,403,562
DEFERRED LIABILITY FOR GRATUITY 5,160,306 4,462,879
DEFERRED INCOME 1,921,063 2,881,593
CURRENT LIABILITIES
Current of Long term liabilities 7 21,156,106 13,947,019
Short term finances 8 248,091,445 357,684,048
Creditors, Accruals & other liabilities 9 39,425,278 83,548,853
Provision for taxation 10 10,373,661 4,412,986
Proposed Dividend 32,500,000 10,000,000
------------------ ------------------
351,546,490 469,592,906
CONTINGENCIES AND COMMITMENTS 11 -- --
------------------ ------------------
642,355,031 749,454,725
========== ==========
The annexed notes form an integral part of these accounts.
TANGIBLE FIXED ASSETS
Operating fixed assets 12 209,342,363 193,056,903
CAPITAL WORK-IN-PROGRESS 13 4,464,085 3,719,270
------------------ ------------------
213,806,448 196,776,173
INVESTMENT IN IMMOVEABLE PROPERTY  14 -- 60,000,000
LONG TERM INVESTMENTS 15 8,959,070 8,896,142
LONG TERM DEPOSITS 16 9,138,241 6,012,794
CURRENT ASSETS
Stores, Spares and loose Tools 17 8,457,813 4,592,053
Stock in Trade 90,502,552 122,844,684
Trade debtors 18 51,456,645 114,232,335
Advances, deposits & prepayments
and other receivables 19 145,113,523 79,574,605
Sales tax refundable 20 2,697,206 11,619,510
Short term investments 21 5,663,684 44,018,598
Cash and bank balances 22 106,559,849 100,887,831
------------------ ------------------
410,451,272 477,769,616
------------------ ------------------
642,355,031 749,454,725
========== ==========
TANVEER AHMED NASEER AHMED
CHIEF EXECUTIVE DIRECTOR
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 SEPTEMBER, 2000
2000 1999
Note Rupees Rupees
SALES - Net 23 592,757,100 537,699,905
COST OF SALES 24 442,260,332 466,141,289
------------------ ------------------
GROSS PROFIT 150,496,768 71,558,616
ADMINISTRATIVE AND SELLING EXPENSES 25 13,657,133 12,605,110
------------------ ------------------
OPERATING PROFIT 136,839,635 58,953,506
OTHER INCOME 26 541,139 1,290,587
------------------ ------------------
137,380,774 60,244,093
OTHER CHARGES
Financial Net 27 49,217,486 45,420,407
Miscellaneous 28 1,058,210 1,147,193
Workers' Profit Participation Fund 4,356,999 683,824
------------------ ------------------
54,632,695 47,251,424
------------------ ------------------
PROFIT BEFORE TAXATION 82,748,079 12,992,669
PROVISION FOR TAXATION
Current 10 5,960,675 4,412,986
------------------ ------------------
PROFIT / (LOSS) AFTER TAXATION 76,787,404 8,579,683
UNAPPROPRIATED PROFIT - BROUGHT FORWARD 45,255,253 46,675,570
------------------ ------------------
PROFIT AVAILABLE FOR APPROPRIATION 122,042,657 55,255,253
APPROPRIATION:
Proposed dividend @32.5% {1999: 10%) 32,500,000 10,000,000
------------------ ------------------
UNAPPROPRIATED PROFIT CARRIED FORWARD 89,542,657 45,255,253
========== ==========
Basic Earning per share 31 7.68 0.86
========== ==========
The annexed notes form an integral part of these accounts.
TANVEER AHMED NASEER AHMED
CHIEF EXECUTIVE DIRECTOR
CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER, 2000
2000 1999
Note Rupees Rupees
CASH INFLOW FROM OPERATING
ACTIVITIES (note 'A') 121,965,550 41,287,081
CASH FLOW FROM INVESTING ACTIVITIES
Tangible fixed assets acquired including
leased assets (39,197,975) (38,007,850)
Investment in immovable property 60,000,000 (60,000,000)
Sale proceeds of fixed assets -- 5,571,000
Dividend received 226,915 116,390
Interest received 41,565,360 20,267,221
NET CASH INFLOW / (OUTFLOW) FROM ------------------ ------------------
INVESTING ACTIVITIES 62,594,300 (72,053,239)
CASH FLOW FROM FINANCING ACTIVITIES
Demand finances repaid (44,903,734) (5,767,734)
Finances under mark-up arrangements -- 39,136,000
Lease finances repaid (11,332,496) (5,983,905)
Lease finances obtained 30,367,738 33,481,793
Short term finances - net (109,592,603) 91,204,071
Dividend paid (10,000,000) --
Customs duty/debentures paid -- (2,702,725)
Financial charges paid (71,781,651) (69,592,023)
------------------ ------------------
NET CASH (OUTFLOW)/INFLOW FROM FINANCING
ACTIVITIES (217,242,746) 79,775,477
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS (32,682,896) 49,009,319
CASH AND CASH EQUIVALENTS
- At the beginning of the year 144,906,429 95,897,110
------------------ ------------------
CASH AND CASH EQUIVALENTS
- At the end of the year 112,223,533 144,906,429
========== ==========
The annexed note 'A' forms an integral part of this statement.
NOTE 'A'
CASH FLOW FROM OPERATING ACTIVITIES
Profit for the year - Before taxation 82,748,079 12,992,669
Adjustments for:
Depreciation 21,521,393 19,340,392
Provision for gratuity - net 697,427 85,114
Provision for diminution in value of investments (62,928) 275,45'3
Amortisation of deferred income (314,224) (319,739)
Gain on sale of fixed assets -- (854,458)
Financial charges 82,273,206 67,333,881
Interest/profit on deposits and advances (35,378,078) (25,674,741)
Dividend income (226,915) (115.,390)
------------------ ------------------
CASH INFLOW FROM OPERATING ACTIVITIES
- Before working capital changes 151,257,960 73,063,181
(Increase) / decrease in current assets
Stores, spares and loose tools (3,865,760) 535,008
Stock-in-trade 32,342,132 (83,157,066)
Trade debtors 62,775,690 (2,740,656)
Advances, deposits, prepayments and
other receivables (excluding income tax
and accrued interest) (64,415,351) 29,715,870
Sales tax refundable 8,922,304 (6,295,949)
(Decrease) / Increase in creditors, accruals
and other liabilities (excluding accrued
financial charges) (54,615,129) 42,167,874
------------------ ------------------
(18,856,114) (19,774,919)
------------------ ------------------
CASH INFLOW FROM OPERATING
ACTIVITIES - Before taxation 132,401,847 53,288,262
Income tax paid (7,310,850) (9,369,176)
------------------ ------------------
CASH INFLOW FROM OPERATING
ACTIVITIES - After taxation 125,090,997 43,919,085
Long term deposits with leasing companies (3,125,447) (2,632,005)