| Shabbir Tiles and Ceramics Limited |
|
|
|
|
|
|
|
| Annual
Report 2000 |
|
|
| CONTENTS |
|
|
|
| Company
Information |
|
| Notice
of Meeting |
|
| Directors'
Report |
|
| Auditors' Report |
|
| Balance Sheet |
|
| Profit
and Loss Account |
|
| Cash
Flow Statement |
|
| Statement
of Changes in Equity |
|
| Notes
to the Accounts |
|
| Pattern
of Shareholdings |
|
|
|
| COMPANY
INFORMATION |
|
|
| BOARD
OF DIRECTORS |
RAFIQ M. HABIB |
Chairman |
|
|
ALIREZA M. ALLADIN |
Chief Executive |
|
|
ALI S. HABIB |
|
|
ABDUL HAI M. BHAIMIA |
|
|
KERSI D. KAPADIA |
|
|
NAZIM F. HAJI |
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|
FARZANA MUNAF |
NIT Nominee |
|
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| COMPANY
SECRETARY |
SHABBIR ABBAS |
|
|
| AUDITORS |
|
Ford, Rhodes, Robson,
Morrow |
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|
Chartered Accountants |
|
|
| BANKERS |
|
Bank Al Habib Limited |
|
|
Habib Bank Limited |
|
|
Habib Bank A.G. Zurich |
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|
Metropolitan Bank Limited |
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|
Muslim Commercial Bank
Limited |
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|
National Bank of Pakistan |
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|
Standard Chartered Bank |
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|
| KARACHI
SALES OFFICE |
Room No. 206 & 207,
Clifton Centre, |
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|
Kehkashan, Clifton,
Karachi. |
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|
Phone: (021) 5866001-2
& 5835566 |
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| LAHORE
SALES OFFICE |
FB-2, Second Floor, Awami
Complex, Usman Block, |
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|
New Garden Town, Lahore. |
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|
Phones: (042) 5839982,
5864430 & 5864211 |
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| ISLAMABAD
SALES OFFICE |
Plot No. H-226, Street
No. 7, |
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|
Industrial Area, Sector
1-9, Islamabad. |
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|
Phones: (051) 4432019
& 4432976 |
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| PESHAWAR
SALES OFFICE |
Hall No. 10, Fawwad
Plaza, |
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|
Jahangirabad, Jamrud
Road, Peshawar. |
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|
Phone: (091) 843750 |
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|
| REGISTRARS
AND SHARE |
Noble Computer Services
(Pvt.) Ltd., |
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| TRANSFER
OFFICE |
14, Banglore Town Housing
Society, |
|
|
Sharea Faisal, Karachi. |
|
|
Phones: (021) 4546978,
4520121 |
|
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| REGISTERED
OFFICE |
15th Mile Stone, |
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| AND
FACTORY |
National Highway, |
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|
Landhi, Karachi-75120 |
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|
Phones: (021) 5015024 -
25 |
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|
5014044 - 45 |
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|
E-mail:
stilehok@cyber.net.pk |
|
|
| NATIONAL
TAX NUMBER: |
13-08-0712052-4 |
|
| SALES
TAX REGISTRATION NO: |
02-04-6907-001-37 |
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|
|
| NOTICE
OF MEETING |
|
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| NOTICE
is hereby given that the Twenty-Second Annual General Meeting of the Company
will be |
|
| held
at General Assembly Hall of Islamic Chamber of Commerce and Industry, ST 2/A,
Block 9, KDA |
|
| Scheme
5, Clifton, Karachi on Thursday, the 14th December, 2000 at 10.00 a.m. to
transact the |
|
| following
business: |
|
|
| ORDINARY
BUSINESS |
|
|
| 1.
To confirm the minutes of the 21st Annual General Meeting held on 23rd
December, 1999. |
|
|
| 2.
To receive, consider and adopt the audited accounts of the Company for the
year ended 30th |
|
| June,
2000 alongwith the reports of the Directors and Auditors thereon. |
|
|
| 3.
To approve the payment of dividend to the shareholders @ 27.5% as recommended
by the |
|
| Directors. |
|
|
| 4.
To appoint auditors for the year ended 30th June, 2001 and fix their
remuneration. |
|
|
| SPECIAL
BUSINESS |
|
|
| 1.
To approve issue of bonus shares by passing the following resolution: |
|
|
| RESOLVED
THAT: |
|
|
| (a)
a sum of Rs. 11,248,840 out of the Company's profits be capitalized and
applied for issue of |
|
| 2,249,768
ordinary shares of Rs. 5 each and allotted as fully paid-up bonus shares to
the |
|
| members
of the Company who are registered in the books of the Company at the close of |
|
| business
on 30th November, 2000 in proportion of one share for every 6.667 existing
shares |
|
| held
and that such new shares rank pari-passu with the existing ordinary shares of
the |
|
| Company
and proposed Bonus Shares will not qualify for current dividend to be
considered |
|
| and
approved by this meeting. |
|
|
| (b)
all fractions of bonus shares arising on such allotment be consolidated and
sold and that the |
|
| proceeds
thereof be distributed pro-rata to the members entitled thereto. |
|
|
| (c)
for the purpose of giving effect to the above resolutions, the Directors be
and are hereby |
|
| authorised
to give such directions as may be necessary and to settle any questions or |
|
| difficulties
that may arise in regard to the distribution of the bonus shares or in the
payment |
|
| of
the sale proceeds of the fractions as the Directors in their discretion shall
deem fit. |
|
|
|
By Order of the Board |
|
|
|
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|
SHABBIR ABBAS |
|
| Karachi:
13th November, 2000. |
|
Company Secretary |
|
|
|
| NOTES: |
|
|
| 1.
The share transfer books of the Company will be closed from 1st December,
2000 to 14th |
|
| December,
2000 (both days inclusive). Transfers received in order at the office of the |
|
| Company's
Share Registrars, M/s. Noble Computer Services (Pvt.) Ltd., 14, Banglore Town |
|
| Housing
Society, Sharea Faisal, Karachi, at the close of business on 30th November,
2000 will |
|
| be
treated in time for the purpose of payment of cash dividend and allotment of
bonus shares |
|
| to transferees. |
|
|
| 2.
A member eligible to attend and vote at the meeting may appoint another
member as his/her |
|
| proxy
to attend and vote on his/her behalf. Proxies to be effective must be
received by the |
|
| Company
not less than 48 hours before the time for holding of the meeting. |
|
|
| 3.
FOR CDC ACCOUNT HOLDERS |
|
|
| (i)
Account holders and sub-account holders and/or the person whose securities
are in group |
|
| account
and their registration details are unloaded as per the regulations who wish
to attend |
|
| the
Annual General Meeting shall authenticate his/her identity by showing his/her
original |
|
| National
Identity Card (NIC) or original passport in case of non-resident and in case
of proxy |
|
| must
also enclose attested copy of his/her NIC or passport. |
|
|
| (ii)
In case of corporate entity, the Board Directors' resolution/power of
attorney with specimen |
|
| signature
of the nominee shall be produced at the time of the meeting and in case of
proxy |
|
| the
said document shall be submitted (unless it has been provided earlier)
alongwith proxy form. |
|
|
| 4.
Members are requested to communicate to the Company or the Share Registrars
to the |
|
| Company
of any change in their address. |
|
|
| Statement
under section 160 of the Companies Ordinance, 1984 |
|
|
| 1.
The Director have recommended the issue of bonus shares in the proportion of
one new share |
|
| for
every 6.667 existing shares held by members on 30th November, 2000. Upon
issuance of |
|
| the
bonus shares, the paid-up capital of the Company shall stand increased to Rs.
86,241,120. |
|
|
| The
Directors are interested in this business to the extent of their entitlement
to bonus shares |
|
| in the Company. |
|
|
|
| TWENTY-SECOND
REPORT OF THE DIRECTORS |
|
| FOR
THE YEAR ENDED 30TH JUNE, 2000 |
|
|
| The
Directors have pleasure in presenting their report alongwith the audited
accounts for the year |
|
| ended
30th June, 2000. |
|
|
| Turnover
of the Company for the year under view was Rs. 453.571 million. This reflects
a growth |
|
| of
15.68% over the same period last year. |
|
|
| This
significant improvement was achieved despite a continuing economic recession
in the Country |
|
| during
the year and was only possible as result of your Company's continuous
commitments to |
|
| improve
manufacturing efficiencies and employee productivity, vigilant monitoring of
fixed costs |
|
| and
increasing market shares. |
|
|
| FINANCIAL
RESULTS |
|
|
2000 |
1999 |
|
|
(Rs. '000s) |
|
|
| Profit
before taxation |
|
74,826 |
62,344 |
|
|
| Less:
Taxation - Current |
|
25,000 |
18,600 |
|
| - Prior |
|
336 |
1,093 |
|
| - Deferred |
|
3,528 |
7,415 |
|
|
------------------ |
------------------ |
|
|
28,864 |
27,108 |
|
|
------------------ |
------------------ |
|
| Profit
after taxation |
|
45,962 |
35,236 |
|
| Unappropriated
profit brought forward |
|
593 |
105 |
|
|
------------------ |
------------------ |
|
| Available
for appropriation |
|
46,555 |
35,341 |
|
|
| APPROPRIATIONS |
|
|
| PROPOSED: |
|
| Dividend
@ 27.5% (1999: 25%) |
|
20,623 |
18,748 |
|
| Issued
of bonus shares in the ratio of 1: 6.667 (1999: nil) |
11,249 |
-- |
|
| Transferred
to general reserve |
|
14,000 |
16,000 |
|
|
------------------ |
------------------ |
|
|
45,872 |
34,748 |
|
|
------------------ |
------------------ |
|
| Unappropriated
profit carried forward |
|
683 |
593 |
|
|
========== |
========== |
|
|
| FUTURE
PROSPECTS |
|
| The
pressure on the profitability of the Company would become more severe due to
the current |
|
| economic
conditions. Your management will closely monitor the situation and take
appropriate and |
|
| timely
measures to ensure that Company's operations continue to remain profitable. |
|
|
| MILLENNIUM
COMPLIANCE |
|
| All
business and functional areas made a smooth and uninterrupted transition
across the millennium |
|
| date
change and operations continued normally. |
|
|
| SUBSEQUENT
EVENTS |
|
| No
material changes or commitments effecting financial position of the Company
have taken place |
|
| between
the end of the financial year and the date of this report. |
|
|
| PATTERN
OF SHAREHOLDINGS |
|
| The
pattern of Shareholdings is given on page No. 25. |
|
|
| AUDITORS |
|
| Our
present auditors M/s. Ford, Rhodes, Robson, Morrow, Chartered Accountants
retire and offer |
|
| themselves
for reappointment. |
|
|
| EMPLOYEE
RELATIONS |
|
| The
Directors are pleased to acknowledge that relations between management and
workers |
|
| remained
cordial throughout the year. Development of human resources is given due
recognition |
|
| and
accordingly a number of staff members were sent to various training
programmes and seminars |
|
| to
acquire further knowledge in their respective fields. |
|
|
| STRENGTH |
|
| Number
of employees 499 (1999: 461 Nos). |
|
|
| CORPORATE
EXCELLENCE |
|
| Management
Association of Pakistan awarded certificate of Corporate Excellence 1998 in
the |
|
| Miscellaneous
Sector consecutively for the second year to the Company. |
|
|
| ACKNOWLEDGEMENT |
|
| In
the end we wish to express our thanks to all our customers for their
patronage and goodwill. We |
|
| thank
our team of dedicated executives, managers, supervisors and workers for their
hard work in |
|
| achieving
optimum results. |
|
|
|
On behalf of the Board |
|
|
|
|
|
ALIREZA M. ALLADIN |
|
| Karachi:
26 October, 2000. |
|
Chief Executive |
|
|
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
|
| We
have audited the annexed balance sheet of SHABBIR TILES AND CERAMICS 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 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 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 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 conform with approved
accounting |
|
| standards
as applicable in Pakistan, and, give the information required by the
Companies |
|
| Ordinance,
1984, in the manner so required and respectively give a true and fair view of
the |
|
| state
of the company's affairs as at June 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 (XVIII |
|
| of
1980), was deducted by the company and deposited in the Central Zakat Fund
established |
|
| under
section 7 of that Ordinance. |
|
|
|
FORD, RHODES, ROBSON, MORROW |
|
| Karachi:
26th October, 2000. |
|
Chartered Accountants |
|
|
|
| BALANCE
SHEET AS AT JUNE 30, 2000 |
|
|
|
Note |
2000 |
1999 |
|
|
|
(Rs. '000s) |
|
|
| NON
CURRENT ASSETS |
|
|
| OPERATING
FIXED ASSETS |
|
| Fixed assets |
|
3 |
188,897 |
140,905 |
|
| Capital
work-in-progress |
|
4 |
5 |
446 |
|
|
------------------ |
------------------ |
|
|
188,902 |
141,351 |
|
| LONG-TERM
LOANS |
|
5 |
55 |
95 |
|
| LONG-TERM
DEPOSITS |
|
6 |
4,716 |
5,085 |
|
|
|
| CURRENT
ASSETS |
|
| Stores
and spares |
|
7 |
25,417 |
26,882 |
|
| Stock-in-trade |
|
8 |
71,160 |
66,300 |
|
| Trade debtors |
|
9 |
88,830 |
72,752 |
|
| Loans,
advances and other receivables |
10 |
15,768 |
23,914 |
|
| Deposits
and prepayments |
|
11 |
1,921 |
1,745 |
|
| Cash
and bank balances |
|
12 |
34,723 |
34,399 |
|
|
|
------------------ |
------------------ |
|
|
|
237,819 |
225,992 |
|
|
|
------------------ |
------------------ |
|
| TOTAL
ASSETS |
|
|
431,492 |
372,523 |
|
|
========== |
========== |
|
|
| SHARE
CAPITAL AND RESERVES |
|
|
| Authorised
capital |
|
| 20,000,000
(1999: 20,000,000) ordinary shares of Rs. 5 each |
100,000 |
100,000 |
|
|
========== |
========== |
|
|
| Issued,
subscribed and paid-up capital |
13 |
74,991 |
74,991 |
|
| Reserves |
|
14 |
191,932 |
166,593 |
|
|
|
------------------ |
------------------ |
|
| SHAREHOLDERS'
EQUITY |
|
266,923 |
241,584 |
|
|
|
|
| LIABILITIES
AGAINST ASSETS SUBJECT TO FINANCE LEASES |
15 |
42,177 |
10,169 |
|
|
|
|
| DEFERRED
LIABILITY |
|
|
|
| Taxation |
|
|
25,193 |
21,665 |
|
|
|
|
| CURRENT
LIABILITIES |
|
|
|
| Short-term
running finance |
|
16 |
13,066 |
24,517 |
|
| Current
maturity of liabilities against assets |
|
|
| subject
to finance leases-note 15 |
|
|
13,423 |
12,570 |
|
| Creditors,
accrued and other liabilities |
17 |
70,710 |
62,018 |
|
|
|
------------------ |
------------------ |
|
|
|
97,199 |
99,105 |
|
|
------------------ |
------------------ |
|
| COMMITMENTS
AND CONTINGENCIES |
18 |
|
|
------------------ |
------------------ |
|
| TOTAL
SHAREHOLDERS' EQUITY AND LIABILITIES |
431,492 |
372,523 |
|
|
========== |
========== |
|
|
|
ALIREZA M. ALLADIN |
|
NAZIM F. HAJI |
|
|
Chief Executive |
|
Director |
|
|
|
| PROFIT
AND LOSS ACCOUNT FOR THE YEAR ENDED JUNE 30, 2000 |
|
|
|
Note |
2000 |
1999 |
|
|
|
(Rs. '000s) |
|
|
| Turnover |
|
19 |
453,571 |
392,075 |
|
| Less:
cost of sales |
|
20 |
309,163 |
268,299 |
|
|
|
------------------ |
------------------ |
|
| Gross profit |
|
|
144,408 |
123,776 |
|
|
|
|
| Other
operating income |
|
21 |
1,593 |
1,307 |
|
|
|
------------------ |
------------------ |
|
|
|
146,001 |
125,083 |
|
|
|
------------------ |
------------------ |
|
| Selling
and distribution expenses |
|
22 |
43,180 |
36,109 |
|
| Administrative
expenses |
|
23 |
15,118 |
14,630 |
|
| Other
operating charges |
|
24 |
5,496 |
4,525 |
|
|
|
------------------ |
------------------ |
|
|
|
63,794 |
55,264 |
|
|
|
------------------ |
------------------ |
|
| Operating profit |
|
|
82,207 |
69,819 |
|
| Financial
charges |
|
|
7,381 |
7,475 |
|
|
|
------------------ |
------------------ |
|
| Profit
before taxation |
|
|
74,826 |
62,344 |
|
|
|
|
| Taxation |
|
26 |
|
| Current |
|
|
25,000 |
18,600 |
|
| Prior |
|
336 |
1,093 |
|
| Deferred |
|
3,528 |
7,415 |
|
|
------------------ |
------------------ |
|
|
28,864 |
27,108 |
|
|
------------------ |
------------------ |
|
| Profit
after taxation |
|
45,962 |
35,236 |
|
| Unappropriated
profit brought forward |
|
593 |
105 |
|
|
------------------ |
------------------ |
|
|
46,555 |
35,341 |
|
|
| Appropriations |
|
| Proposed: |
|
| Dividend
@ 27.5% (1999: 25%) |
|
20,623 |
18,748 |
|
| Issue
of bonus shares in the ratio of 1: 6.667 (1999: nil) |
11,249 |
-- |
|
| Transferred
to general reserve |
|
14,000 |
16,000 |
|
|
------------------ |
------------------ |
|
|
45,872 |
34,748 |
|
|
------------------ |
------------------ |
|
| Unappropriated
profit carried forward to reserve |
|
683 |
593 |
|
|
========== |
========== |
|
| Basic
earnings per share |
|
27 |
3.06 |
2.35 |
|
|
| The
annexed notes form an integral part of these accounts. |
|
|
|
ALIREZA M. ALLADIN |
|
NAZIM F. HAJI |
|
|
Chief Executive |
|
Director |
|
|
|
| CASH
FLOW STATEMENT |
|
| FOR
THE YEAR ENDED JUNE 30, 2000 |
|
|
2000 |
1999 |
|
|
(Rs. '000s) |
|
|
|
|
| Cash
flow from operating activities |
|
| Profit
before taxation |
|
74,826 |
62,344 |
|
| Adjustments |
|
|
|
| Depreciation |
|
20,795 |
15,540 |
|
| Return
on bank deposit |
|
(1,151) |
(1,179) |
|
| Financial
charges |
|
7,381 |
7,475 |
|
| Profit
on sale of fixed assets-net |
|
(440) |
(116) |
|
|
------------------ |
------------------ |
|
|
26,585 |
21,720 |
|
|
------------------ |
------------------ |
|
| Operating
profit before working capital changes |
|
101,411 |
84,064 |
|
| Movement
in working capital |
|
| (Increase)/decrease
in current assets |
|
| Stores
and spares |
|
1,465 |
(2,942) |
|
| Stock-in-trade |
|
(4,860) |
(4,763) |
|
| Trade debtors |
|
(16,078) |
(6,979) |
|
| Loans,
advances and other receivables |
|
|
|
| excluding
taxation and return on deposit |
|
2,128 |
(1,553) |
|
| Deposits
and prepayments |
|
(176) |
360 |
|
|
------------------ |
------------------ |
|
|
(17,521) |
(15,877) |
|
| (Decrease)/increase
in current liabilities |
|
| Creditors,
accrued and other liabilities |
|
| excluding
mark-up and dividend |
|
7,763 |
8,155 |
|
| Short-term
running finance |
|
(11,451) |
(165) |
|
|
------------------ |
------------------ |
|
