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Kohinoor Weaving Mills Limited
Annual Report 2000
CONTENTS
Company Profile
Company Information
Notice of Meeting
Directors' Report to the Shareholders
Pattern of Shareholding
Auditors' Report to the Members
Annual Accounts
Balance Sheet
Profit & Loss Account
Cash Flow Statement
Statement of Changes in Equity
Notes to the Accounts
COMPANY PROFILE
THEN AND NOW
Kohinoor Weaving Mills Limited was incorporated
as a Public Limited Company on December 21st
1987 and is located on Manga Raiwind Road, District
Kasur. The company manufactures cloth from
cotton, blended and synthetic yarns. The company
commenced commercial production in 1990 with
48 Sulzer shuttle-less looms from Switzerland along
with modern ancillary machinery to produce high
quality cloth for export markets.
Further expansion saw the installation of an
additional 96 Tsudakoma air jet weaving machines
from Japan in 1993 and 96 Picanol Omni air-jet
weaving machines from Belgium during the period
1998-2000. Today Kohinoor Weaving Mills Limited
is the largest air-jet weaving facility in Pakistan and
one of the most modern and technologically
advanced greige weaving plants in the world.
Kohinoor Weaving Mills Limited has been included
amongst the "Top Twenty Five" companies listed
on the Karachi Stock Exchange.
KOHINOOR MAPLE LEAF GROUP
As part of the Kohinoor Maple Leaf Group,
Kohinoor Weaving Mills enjoys the support of its
sister companies for sourcing raw materials such as
yarns and dyeing of its greige fabrics for apparel
and home furnishing.
BOARD OF DIRECTORS
Tariq Sayeed Saigol Chairman
Aamir Fayyaz Sheikh Chief Executive
Ali Fayyaz Sheikh
Rana Muhammad Hanif
Zamiruddin Azar
Istaqbal Mehdi NIT Nominee
Gul Nawaz NIT Nominee
COMPANY SECRETARY
G. M. Bhatti
AUDITORS
Riaz Ahmad & Company
Chartered Accountants
BANKERS
Habib Bank Limited
American Express Bank Limited
Faysal Bank Limited
Gulf Commercial Bank Limited
Emirates Bank International PJSC
Muslim Commercial Bank Limited
Prime Commercial Bank Limited
REGISTERED OFFICE &
SHARES DEPARTMENT
42 Lawrence Road, Lahore, Pakistan.
Tel: (92-42) 6302261, 6302262
Fax: (92-42) 6368721
MILLS
8th Kilometre, Manga Raiwind Road,
Distt. Kasur.
Tel: (92-4951) 391941, (92-42) 6310101
Fax: (924951) 391946
e-mail: kwml@brain.net.pk
web site: www.kmlg.com
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 13th Annual General Meeting of the members of Kohinoor Weaving
Mills Limited will be held on Monday, March 26, 2001 at 11.00 a.m. at its Registered Office,
42-Lawrence Road, Lahore, to transact the following business:-
1. To confirm the minutes of the Extra-Ordinary General Meeting held on October 31, 2000.
2. To receive, consider 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 final dividend in cash @ 72.5% and by way of bonus issue of fully paid bonus shares
@ 25% in addition to interim declaration of 25% bonus shares for the year ended September 30,
2000.
4. To appoint Auditors for the year ending September 30, 2001 and fix their remuneration. M/s Riaz
Ahmad & Company, Chartered Accountants, the retiring auditors, being eligible offer themselves
for re-appointment.
5. To elect seven Directors, as fixed by the Board of Directors, in accordance with the provisions
of Section 178 of the Companies Ordinance, 1984, for a term of three years commencing March
31, 2001 in place of the following retiring Directors :-
1. Mr. Tariq Sayeed Saigol 2. Mr. Aamir Fayyaz Sheikh
3. Mr. Ali Fayyaz Sheikh 4. Rana Muhammad Hanif
5. Mr. Zamiruddin Azar 6. Mr. Istaqbal Mehdi   (NIT Nominee)
7. Mr. Gul Nawaz (NIT Nominee)
6. SPECIAL BUSINESS:
(A) To consider and if thought fit, pass with or without modification the following Resolution as
Special Resolution for equity investment in associated Company.
"RESOLVED that consent and approval of the Company be and is hereby accorded under
Section 208 of the Companies Ordinance, 1984, for further equity investment upto Rs. 100,000,000/-
in the wholly owned subsidiary Company, Kohinoor Dyeing Mills Limited, through purchase of
10,000,000 ordinary shares of Rs.10/- each at par value. It is further resolved that the Chief
Executive of the Company be and is hereby authorized to negotiate and take any and all actions
required to make investment in the above said shares as and when deemed fit"
(B) To approve the remuneration of the Chief Executive and if thought fit, pass with or without
modification the following Resolution as Ordinary Resolution.
"RESOLVED that a sum of Rs.200,000/- (Rupees two hundred thousand only) be and is hereby
approved towards monthly remuneration of Chief Executive of the Company. In addition to the
above, Company maintained cars with drivers' and chaukidars' salaries, furnished accommodation,
life insurance contribution, leave fare assistance, medical facilities and all other benefits incidental
or relating to his office plus provident fund in accordance with the rules and policy of the Company
applicable to the Directors shall also be provided to him"
7. To transact any other business with the permission of the Chair.
BY ORDER OF THE BOARD,
G. M. BHATTI
Lahore: March 03, 2001. Company Secretary
STATEMENT UNDER SECTION 160 (1) (b) OF THE COMPANIES ORDINANCE, 1984.
(A) Kohinoor Dyeing Mills Limited (KDML) is a Public Limited Company having its Registered
Office at 42 Lawrence Road, Lahore. The production facilities of KDML would be located at 8
k.m Manga Raiwind Road, Distt. Kasur. KDML will engage in apparel dyeing. The plant is
configured to process woven fabric up to a width of 1800 min. The configuration allows flexibility
to produce a range of products from lightweight shirting fabric to heavy drills depending on the
market trend at the time. Later on, KDML will expand into garment stitching to add value to its
dyed fabric. KDML will be located in Raiwind adjacent to weaving units of Kohinoor Maple Leaf
Group. KDML will source greige fabric from these mills at competitive market rates. KDML wall
offer a wider range of finishes to the dyed fabric as compared to those being offered by our
competitors. The projected profit and loss account shows very handsome operational results. The
market of greige fabric is fully saturated and future survival of textile products depends upon
value addition. Owing to imbalance of supply and demand factors of coarse cloth, fetching of
reasonable prices of products would become difficult in future. KWML would be able to generate
additional funds by producing processed fabric due to premium of price.
Kohinoor Weaving Mills Limited (KWML) intends to expand and diversify its business operations
by undertaking further investments in Dyeing and Finishing facilities including through wholly
owned subsidiary Company. KDML has already commenced work on its project with financing
by KWML. However, in the meantime, the currency conversion rate has been adversely affected
due to devaluation of Pak Rupee against Euro/DM resulting in enhancement of cost of imported
machinery and the total cost of the project accordingly. It seems expedient to inject additional
equity, therefore, proposal of further equity investment is being placed before the General Body.
It is proposed to make further equity investment upto the extent of Rs.100 million by way of
subscribing 10,000,000 ordinary shares of Rs.10/- each of KDML at par value. It is in addition
to the existing equity investment upto Rs.350 million sanctioned by the shareholders in the Extra-
Ordinary General Meeting held on October 31, 2000, thus making the total equity investment
upto Rs.450 million. Out of sanction of equity investment upto Rs.350 million, the Company has
already made investment of Rs.114.965 million. Since a new sophisticated Dyeing plant is to be
installed by KDML in the near future, therefore, it is not considered prudent to purchase shares
in one go without requirement of funds by the investee Company. However, the proposed
investment including unutilized portion of the previous sanction would be made upto December
31, 2001. Civil works for KDML Dyeing plant have been started and Habib Bank Limited, has
issued sanction letter for opening of Letter of Credit. Requisite documentation and other formalities
are being completed and Letter of Credit would be established shortly.
KDML has neither started any commercial production nor it is listed on any Stock Exchange of
the Country therefore, disclosure requirement of break up value, earning per share and market
value of its shares is not applicable in the instant case. The Company intends to purchase 10,000,000
ordinary shares of Rs.10/- each at par value. Internal cash generations from profitable operations
of the Company are very encouraging and to finance the proposed equity investment, funds will
be available with the Company from its own sources. This is expected to be a long-term investment
and the Company expects substantial capital gain and dividend income from the proposed
investment in the years ahead. The dividend income would further augment the cash flow of the
Company resulting in a better profit distribution to the valued shareholders of the Company.
M/s. Tariq Sayeed Saigol, Aamir Fayyaz Sheikh, Ali Fayyaz Sheikh, Zamiruddin Azar, Istaqbal
Mehdi and Gul Nawaz are the common Directors on the Board of Both the Companies. The
Directors of the Company have no other interest except that they are shareholders/common
Directors.
The Copies of Memorandum and Articles of Association of KWML & KDML have been kept
at the Registered Office of the Company, which can be inspected from 9:00 a.m. to 11:00 a.m.,
upto March 19, 2001.
(B) Shareholders approval will be sought for the remuneration payable to the Chief Executive for the
next term of office commencing March 31, 2001, in accordance with the terms and conditions
of his service with the Company. The Authorized Capital of the Company is Rs.300,000,000/-
with subscribed and paid up capital of Rs.175,000,000/-. The production facilities are located at
8th K.M. Manga Raiwind Road, Distt. Kasur, and annual sales revenue is Rs.2,140 million for the
year ended September 30, 2000.
NOTES:
1. Share transfer books of the Company will remain closed from 20th March 2001 to 26th March
2001 (both days inclusive) and no transfer will be accepted during this period. The members whose
names appear in the register of members as at the close of business on March 19, 2001 will qualify
for the payment of dividend and issue of bonus shares.
2. Any person who seeks to contest election to the office of Director should file with the Company
at its Registered Office, a notice of his intention to offer himself for election not later than 14
days before the date of the Annual General Meeting.
3. A member entitled to vote at this meeting is entitled to appoint another member as proxy: Proxies
in order to be effective must be received at 42-Lawrence Road, Lahore, the Registered Office of
the Company not less than 48 hours before the meeting and must be duly stamped, signed and
witnessed.
4. Any individual Beneficial Owner of CDC, entitled to attend and vote at this meeting, must bring
his/her NIC or Passport to prove his/her identity, and in case of Proxy must enclose an attested
copy of his/her NIC or Passport. Representatives of corporate members should bring the usual
documents required for such purpose.
5. Shareholders are requested to promptly notify the Company of any change in their addresses.
DIRECTORS' REPORT TO THE SHAREHOLDERS
Your Directors take pleasure in presenting
their Annual Report alongwith the Audited
Accounts of the Company for the year ended
September 30, 2000.
OPERATING & FINANCIAL RESULTS
Your Company has maintained its
commendable performance and earned pre-
tax profit of Rs. 333 million on sales of Rs.2140
million during the year under review against
a pre-tax profit of Rs. 346 million on last
year's sales of Rs. 2015 million. While sales
have increased by 6.21%, pre-tax profit of the
Company reduced by 3.86% over last year.
The Company has established a healthy trend
of sales and profitability over the years despite
a difficult business environment. 
The cost of sales, administration, selling and
general expenses have increased in line with
the inflation in Pakistan's economy. The
Company continues to pursue a cost reduction
and rationalization program, which is expected
to sustain profitability.
The Company produced 54 million square meters
of cloth based on 60 picks of different widths
as compared to 46 million square meters on 60
picks produced during the last year, showing an
increase of 15.65%.
The Company has prudently utilized its enhanced
profitability and internal cash-flow generation
to reduce its long-term liabilities. The debt equity
ratio has consistently improved reflecting the
financial health of the Company and the directors
are pleased to report that your company is now
long term debt free.
Consequently, the financial expenses as a
percentage of Sales has gradually reduced over
the years.
DIVIDEND
Your Directors have always endeavoured to
increase the shareholders return on their
investment. During the year under review the
company has already given interim bonus shares
@ 25% and are pleased to recommend a cash
dividend @ 72.50% and further final bonus
shares @ 25% as compared to a cash dividend
@ 97.50% for the preceding year.
APPROPRIATIONS
Your Directors recommend the appropriations of the profit as under:- Rupees
Profit for the year before taxation 332 653 379
Provision for taxation 23 952 853
------------------
Profit after taxation 308 700 526
Un-appropriated profit brought forward 4 975 844
------------------
Profit available for appropriation 313 676 370
Appropriations:
Proposed dividend @ 72.50% 126 875 000
Interim bonus shares @ 25% 35 000 000
Reserve for issue of bonus shares @ 25% 43 750 000
Transfer to general reserve 105 000 000
------------------
310 625 000
------------------
Un-appropriated profit carried forward 3 051 370
==========
MANAGEMENT SYSTEMS
Management perceived ISO 9000 "Quality Management Systems" as a guide to implementing 'common-
sense' management practices. All systems and processes were documented and enabled the Company
to become the first greige weaving mill in Pakistan certified to ISO 9001 through Lloyds Register
Quality Assurance UK in December 1997. Management is acutely aware that unless policies and
procedures are rigorously enforced, reduction in costs, improvements in productivity and heightened
customer satisfaction will not be fully realized.
At the end of Year 2000, the Company was due for its three year re-certification audit, a process for
which the Company goes through a full audit leading to its re-certification. Management can now
report as a result of our preparations, your Company has been re-certified to ISO 9001:1994 by LRQA.
Conforming to the Company's Quality Management
System, product quality is consistently maintained
and monitored at every stage of processing from
warping through to sizing, weaving and inspection
through an on-line computer integrated
manufacturing (CIM) system from BARCO.
Yarn and fabric is tested in what is now possibly
the most modern textile-testing laboratory in the
country. This laboratory is equipped with the latest
Uster and Zweigle testing equipment and is
environmentally controlled to the most stringent
of international standards.
Recognizing its obligation to the community and the
environment, the Company plans to invest in
pollution control and recycling equipment leading
towards ISO 14000 "Environmental Management
Systems" certification.
INFORMATION TECHNOLOGY
The Company is in process of upgrading all of its
management information systems with Oracle
Financials. This system will integrate financial, cost
and management accounting, production, marketing
and human resource functions. During this period
we shall be progressively moving from a traditional
paper based management system to an electronic
system. Information can be sourced through the
use of touch-screen computer monitors and has
been designed for non-computer minded employees.
Through our Website, customers are able to access
information through an on-line facility. Information
such as order status, shipping schedules, quality and
inspection record are available. Our aim is to improve
the transfer of information conveniently, quickly
and cost effectively to customers working in different
time zones.
SOCIAL COMPLIANCE AND HUMAN RESOURCE
A major factor in your Company's success is its highly skilled and motivated workforce. Our strength
comes from our people. We can rightly take pride in the fact that Human Resources have always been
given a high priority. Today, when we look back on past years, we can see that while our objectives
may have changed along the way, our Human Resource policy has always been based on the underlying
values of fairness, merit, equal opportunity and social responsibility. These values manifest themselves
in our policies of recruitment, performance appraisal, training and development, health and safety and
industrial relations.
Complying with our human resource policies, we do not employ any child labour and are an equal
opportunity employer. We maintain a high standard of employee working and living conditions providing
free, safe and clean residential facilities, utilities, medical and life insurance. Added to this is a newly
renovated air-conditioned, self-service dining facility providing hygienic food at subsidized rates.
Recognizing the importance of HRM, your Company has taken a number of measures to
develop its employees to meet the challenges of today's competitive corporate world. The
Company has invested extensively in employee development programs providing technical,
computer, management, health and safety training in our in-house training facility installed
with the latest audio visual equipment.
Our Human Resource policies reflect the Company's over-all purpose and culture.
FUTURE PROSPECTS
The management is striving to sustain the profitability achieved during the period under review. We
expect to achieve this by focusing on product and market diversification with strong emphasis on value
addition, further efficiency gains and reduction of operative and non-operative costs.
Presently the Company is operating 240 shuttleless and airjet weaving machines and is replacing 48
Old Sulzer Shuttleless Looms installed in 1990 with new high speed airjet weaving machines to further
enhance the productivity of the Company during the current financial year.
Your Company has established Kohinoor Dyeing Mills Ltd., as a wholly owned subsidiary for apparel
fabric dyeing enabling us to move into further value addition products and will invest Rs. 450 million
as equity investment. The project is expected to go into operation during the next financial year.
AUDITORS
The present auditors M/s. Riaz Ahmad & Co., Chartered Accountants retire and being eligible, offer
themselves for reappointment.
PATTERN OF SHAREHOLDINGS
The pattern of shareholdings as required by section 236 of the Companies Ordinance, 1984 is being
annexed herewith.
ACKNOWLEDGEMENT
Your Directors would like to compliment the management and all the employees of the Company for
their dedication and collective team work.
For and on behalf of the Board
AAMIR FAYYAZ SHEIKH
Lahore: February 17, 2001 Chief Executive
PATTERN OF HOLDING OF SHARES HELD BY THE SHAREHOLDERS
AS AT 30 SEPTEMBER 2000
NUMBER OF SHAREHOLDINGS
St. No. SHARE TOTAL
HOLDERS FROM TO SHARES HELD
1 15 1 100 655
2 109 101 500 29 875
3 116 501 1 000 80 945
4 179 1 001 5 000 369 950
5 37 5 001 10 000 267 750
6 7 10 001 15 000 89 125
7 6 15 001 20 000 110 625
8 12 20 001 25 000 278 975
9 10 25 001 45 000 344 200
10 1 45 001 50 000 50 000
11 3 50 001 70 000 189 250
12 2 70 001 75 000 147 500
13 5 75 001 290 000 965 625
14 1 360 001 365 000 365 000
15 1 415 001 420 000 419 000
16 1 420 001 580 000 576 125
17 1 655 001 660 000 656 875
18 1 710 001 715 000 710 750
19 1 715 001 770 000 768 125
20 1 835 001 840 000 840 000
21 1 840 001 850 000 848 875
22 1 900 001 905 000 901 875
23 1 1 475 001 1 480 000 1 478 000
24 1 2 300 001 2 305 000 2 302 775
25 1 4 705 001 4 710 000 4 708 125
------------------ ------------------
514 TOTAL: 17 500 000
========== ==========
Note: The slabs not applicable, have not been shown.
Sr. No. Shareholders Number of Number of Percentage to
Categories Shareholders Shares issued capital
1 Individual 454 7 505 475 42.89
2 Investment Companies 9 2 333 900 13.34
3 Insurance Companies 6 983 375 5.62
4 Joint Stock Companies 28 6 006 850 34.33
5 Financial Institutions 8 360 125 2.06
6 Modaraba/Leasing Companies 5 19 900 0.11
7 Foreign Investors 1 625 0.00
8 Others 3 289 750 1.66