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Wazir Ali Industries Limited
Annual Report 2000
COMPANY INFORMATION
BOARD OF DIRECTORS Syed Yawar Ali Chief Executive
Dr. Abdul Raouf M. Mannaa Managing Director
Dr. Mohamed H. Ikhwan (Alternate Director
Syed Tariq Ali Mr. Karam Ellahi Shaikh)
Syed Shahid Ali
Syeda Feriel Riffat Ali
Mr. Zainul Abidin Memon
COMPANY SECRETARY Mr. A. Jabbar Ghori
AUDITORS Taseer Hadi Khalid & Co.
Chartered Accountants
Karachi
BANKERS Habib Bank Limited
Prime Commercial Bank Limited
ABN-AMRO Bank
REGISTERED HEAD OFFICE Kandawala Building
M.A. Jinnah Road
Karachi
FACTORY Hali Road
Hyderabad
REGISTRAR & SHARE
TRANSFER OFFICE THK Associates (Pvt) Limited
Ground Floor
Shaikh Sultan Trust Building No.2
Beaumont Road
Karachi
CONTENTS
NOTICE OF MEETING
DIRECTORS' REPORT TO THE MEMBERS
AUDITORS' REPORT TO THE MEMBERS
BALANCE SHEET
PROFIT AND LOSS ACCOUNT
CASH FLOW STATEMENT
STATEMENT OF CHANGES IN EQUITY
NOTES TO THE ACCOUNTS
PATTERN OF SHARE HOLDING
NOTICE OF MEETING
NOTICE IS HEREBY GIVEN that the 48th Annual General Meeting of the shareholders of Wazir Ali Industries Limited
will be held on Wednesday, 15th November 2000 at 10.00 a.m. at Hotel Beach Luxury, Karachi to transact the following
business.
A. ORDINARY BUSINESS
1. To confirm the minutes of the Extra Ordinary General Meeting of the shareholders held on 12th June 2000.
2. To receive and adopt the audited Balance Sheet and Profit and Loss Account of tile Company for
the year ended 30th June 2000 together with the directors' and auditors' reports thereon.
3. To appoint auditors for the year ending 30th June 2001 and fix their remuneration.
4. To transact any other business with the permission of the Chair.
B. SPECIAL BUSINESS
5. To approve issue of shares to Savola Edible Oil Company, Jeddah, Saudi Arabia in pursuance of
proviso of sub section 1 of section 86 of Companies Ordinance, 1984 and pass the following resolution with or
without modification.
"Resolved that in pursuance of proviso of sub section 1 of section 86 of the Companies Ordinance, 1984, the
Company agrees to issue 2, 408, 175 shares of Rs. 10/- each at Rs. 16/- per share amounting to Rs. 38,530.800/- to
Savola Edible Oil Company Limited, Jeddah, Saudi Arabia, after obtaining the permission of the Federal
Government."
"Further resolved that Mr. Karam Ellahi Shaikh, Executive Director, be and is hereby authorised to execute and
complete all the necessary corporate and legal formalities in respect of issue of shares to Savola Edible Oil Company
Limited, Jeddah, Saudi Arabia."
6. To approve the number of directors from seven to eight on the board of directors of tile Company and
pass the following resolution as a special resolution:
"Resolved that the number of directors on the board of directors of the Company be and is hereby
increased from Seven to Eight in pursuance of section 178 (1) of the Companies Ordinance, 1984."
7. To approve the remuneration of Managing Director/Chief Executive who is also a director on Board.
8. To approve tile appointment and remuneration of Director Commercial who is also a director on Board.
Statements under section 160 of the Companies Ordinance, 1984 pertaining to the Special Resolutions
are being sent to the members with this notice.
By Order of the Board
A. Jabbar Ghori
Karachi: 3rd October 2000 Company Secretary
NOTES:
1. The Share Transfer Books of the Company will remain closed from 8th November 2000 to
15th November 2000 (both days inclusive).
2. A member entitled to attend and vote at the annual general meeting is entitled to appoint another member as a proxy
to attend and vote instead of him. The instrument appointing a proxy must be received at the registered office of the
Company not less that forty eight hours before the time of the meeting.
3. Members are requested not to bring children along with them as they will not be allowed in the meeting hall.
4. Members are requested to notify the change in their addressees, if any, immediately to the Registrar of the Company.
STATEMENT U/S 160 OF THE COMPANIES ORDINANCE, 1984 IN RESPECT OF SPECIAL BUSINESS:
ITEM NO. 5
To approve issue of shares to Savola Edible Oil Company, Jeddah, Saudi Arabia in pursuance of proviso of sub section 1 of section 86 of Companies
Ordinance, 1984 and pass the following resolution with or without modification.
Savola Edible Oil Company Limited (SEO) is incorporated in the Kingdom of Saudi Arabia and is a leading Importer, Exporter and Manufacturer of edible oil.
Presently, SEO holds 634,095 shares of Rs. 10/- each of Wazir Ali Industries Limited constituting 12.2%, of the total paid up capital of the Company and intends
to acquire further 2,408.175 shares of Rs. 10/- each which would constitute 27.8% of total paid up capital of the Company. Thus after the acquisition of these
additional shares the total shareholding of SEO would become 40% of the total paid up capital of Wazir Ali Industries Limited. The value at which SEO would
subscribe the further issue of shares would be Rs. 16/- per share amounting to Rupees 38,530, 800.
So far as the benefits arising as a result of this investment are concerned. these would include inflow of foreign direct investment and improvement of
Company's cash flow.
Further, being a substantial shareholder, SEO may transfer technical and operational know-how to the Company which would, over the period,
contribute towards improvement in the existing products and introduction of new products. Such collaboration could broaden the market of the Company's
products and improve the operational results, which would consequently enhance the profitability of the Company.
Accordingly the Board of Directors of the company recommends the general body to pass, with or without modification as a special business, the
following resolution as a Special Resolution:
"Resolved that in pursuance of proviso of sub section 1 of section 86 of the Companies Ordinance, 1984, the Company agrees to issue 2,408, 175 shares of
Rs. 10/- each at Rs. 16/- per share amounting to Rs. 38,530,800/- to Savola Edible Oil Company Limited, Jeddah, Saudi Arabia, after obtaining the permission
of the Federal Government."
"Further resolved that Mr. Karam Ellahi Shaikh, Executive Director, be and is hereby authorised to execute and complete all the necessary, corporate and legal
formalities in respect of issue of shares to Savola Edible Oil Company limited, Jeddah, Saudi Arabia."
ITEM NO. 6
Due to increase in the shareholding of Savola Edible Oil Company Limited, Jeddah, Saudi Arabia from 12.2% to 40% the board of directors of Wazir Ali
Industries Limited agrees to induct a new director, being the representative of Savola Edible Oil Company Limited, Jeddah, Saudi Arabia.
In this respect the board of directors of the Company recommends the general body to pass, with or without modification as a special business, the following
resolution as a special resolution:
"Resolved that the number of directors on the board of directors of the Company be and is hereby increased from Seven to Eight in pursuance
of section 178 (1) of tile Companies Ordinance, 1984."
ITEM NO. 7
Consequent upon the election of director in the Extra Ordinary General Meeting held on 12th June 2000, Syed Yawar Ali was elected a director of the Company
for a period of three years and also appointed Chief Executive/Managing Director with effect from 12th June 2000.
The members are requested to approve his remuneration as a special resolution.
"Resolved that consent be and is hereby given for the payment as remuneration to Syed Yawar Ali, the Chief Executive/Managing Director of the sum not
exceeding Rs. 950,000/- per year and for the provision of housing, transport, leave fare facilities and other benefits incidental or relating to his office in accordance
with the Company rules enforced from time to time."
ITEM NO. 8
Syed Tariq Ali has been elected as a director of the Company at the Extra Ordinary General Meeting held on 12th June 2000. As per Clause 14 of the
agreement dated 7th March 1995, his appointment as Director Commercial of the Company has been renewed with mutual consent for another period of one year
from 12th June 2000 to 11th June 2001 on the same terms and conditions.
The members are requested to approve his appointment and remuneration as a special resolution.
"Resolved that as per Clause 14 of the agreement dated 7th March 1995, appointment of Syed Tariq Ali as Director Commercial of the company be and is hereby
renewed with effect from 12th June 2000 to 11th June 2001 on the same terms and conditions."
"Further resolved that the remuneration of the sum of Rs. 600,000/- per year effective from 12th June 2000 and the provision of transport, utilities, telephone,
leave fare facilities and other benefits incidental or relating to his office in accordance with the Company's rules enforced from time to time pertaining to Syed
Tariq Ali, Director Commercial of the Company who is a director on Board, be and is hereby approved."
None of the directors have any special interest in the above business except in their capacity as directors and shareholders in the Company.
Director's Report to the Members
The members of the Board of Directors feel pleasure in presenting to you the Company's
Audited Accounts for the year ended on June 30, 2000, together with the Auditors' Report
thereon.
Overview
The year under review commenced with the prevailing depressed economic conditions in
the country, encountering an unhealthy environment for the industry in general and the
edible oil industry in particular, being the most affected industry of Pakistan for the past
few years.
The performance for the year under review incorporates in it, the impact of an upward
revision in the regulatory duty in May/June 1999, an increase from 2% to 3% in the non
refundable tax on the imported raw oil in the government budget year 2000-2001,
enormously higher increase in the utilities cost, volatility of prices in the world edible oil
market and last but not the least an extremely fierce competition amongst the premium
and non premium edible oil producers.
The tax survey initiated by the new regime in March 2000, further deteriorated the
situation in affecting adversely the edible oil industry due to trade negative response,
continuous calling of strike, reduction in investment resulting in an overall chaotic
situation in the trade/industry.
Operating Results
Consequent upon the above changes/uncertainties coupled with the most aggressive
competition from the non-premium sector, the Company achieved a slightly lower sales
volume and profitability. However, the Operating Results for the year under review, if
compared with the previous year shows a tremendous improvement, as a result of many
corrective actions taken, such as building of the Tullo brand quality image, restructuring
of the organization and a reduction in operating cost.
The gross profit at 16.4% as compared to the gross profit at 9.9% of last year, confirms
an overall excellent performance with ownership and as a team in achieving these
excellent results. The net profit before tax of Rs. 15.6 million as compared to the net loss
before tax of Rs. 16.9 million last year, further proves a turn around of Rs. 32.5 million,
due to the concerted efforts of the management and the staff.
In order to improve the "Tullo Brand Quality Image" in the edible oil market, which is
flooded with the substandard quality brands, your company had carried out intensive
marketing activities within its limited resources. Consequently, the marketing, selling and
distribution expenses this year have recorded an enormously higher increase of Rs. 33.3
million (year 2000 Rs. 98.3 million - year 1999 Rs. 65.0 million) as compared to last year.
Further, the financial expenses remained as high as in the previous year, due to the full
utilization of available facilities from the local banks at comparatively much higher
markup rate.
Future Prospects
The Company within its mandate, the required business/professional ethics and legal
boundaries, is making all efforts to achieve its lost leadership through various corrective
measures. These include the rectification of identified structural weaknesses through
restructuring of organization, combining of services of WIL & ZIL, induction of an
effective and efficient management team and an adjustment in the distribution network.
On successful implementation of above, the overall performance of the Company will
improve further, together with a favourable improvement on the profitability of the
Company. The members of the Board of Directors look forward a much better and
prosperous future of the Company due to a clear articulation of management vision and
mission.
The company warmly welcomes their Joint Venture partner, Savola Edible Oil Company
Limited - Jeddah, Kingdom of Saudi Arabia, who under the terms of the Joint Venture
agreement have confirmed to exercise their option by increasing their shareholding upto
40%. No doubt, the joining of Savola Edible Oil Company Limited as a Joint Venture
partner will further strengthen the company and the product image, due to their core
competency in the edible oil business.
In the light of many positives as discussed above, together with a better leverage and the
most aggressive business and marketing plans, that your Company had developed for the
faster promotion/growth of 47 years old nationally known Tullo brand, will improve
considerably the situation this year. INSHALLAH.
Development and Diversification
The improvement in the existing products and the development of the new products
remained apace.
The performance of the newly developed and launched "Tullo Gold Cooking Oil" being
the first blended oil of Pakistan, had been excellent, in taking care of the health and in
providing the best taste and nourishment to foods.
Further, the management of you company has also considered it advisable to diversify in some related food
products business, based on the strength and with the consent of its Joint Venture partner.
Change in the Board of Directors
In the year under review, the following directors were retired, to whom the members of the Board of
Directors place on record their appreciation and recognition for their services rendered in the development
and growth of the Company.
Mr. Mushtaq ul Haq Khwaja
Mr. Shamshad Abroad
Mr. Behram Hasan
A new Board of Directors was elected on June 12, 2000, for another period of three years.
Auditors
The present auditors, Messrs Taseer Hadi Khalid and Company, Chartered Accountants, are due to retire
and being eligible, offer themselves for reappointment for the year ending June 30, 2001.
Pattern of Shareholding
The Statement of pattern of shareholding is given on Page No. 30
Syed Yawar Ali
Karachi: 3rd October 2000 Chief Executive
Auditors' Report to the Members
We have audited the annexed balance sheet of Wazir Ali Industries Limited as at 30 June 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 account and
are further in accordance with accounting policies consistently applied except for the change explained in
note 2.3;
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 30 June 2000 and of the profit, its cash flows and
changes in equity for the year then ended; and
d) in our opinion, no zakat was deductible at source under the Zakat and Ushr Ordinance, 1980.
Taseer Hadi Khalid & Co.
Karachi: 3rd October 2000 Chartered Accountants
BALANCE SHEET AS AT 30 JUNE 2000
Note 2000 1999
(Rupees in '000)
SHARE CAPITAL AND RESERVES
Share Capital
Authorised
8,000,000 ordinary shares of Rs. 10/- each 80,000 80,000
========== ==========
Issued, subscribed and paid-up 3 51,975 51,975
RESERVES
Revenue reserve 66,067 66,067
Accumulated loss (136,807) (144,169)
------------------ ------------------
(70,740) (78,102)
------------------ ------------------
(18,765) (26,127)
SURPLUS ON REVALUATION OF
OPERATING FIXED ASSETS 4 & 12.2 46,085 46,800
LONG TERM DEMAND FINANCE 5 13,000 --
LIABILITIES AGAINST ASSETS
SUBJECT TO FINANCE LEASE 6 3,961 --
LONG TERM DEPOSITS 1,210 1,260
CURRENT LIABILITIES
Current maturities of long term demand
finance and liabilities against assets
subject to finance lease 7 11,083 --
Short term borrowings-secured 8 178,879 190,428
Creditors, accrued expenses and
other liabilities 9 54,319 60,792
Provision for taxation 10 9,449 5,142
------------------ ------------------
253,730 256,362
CONTINGENCIES AND COMMITMENTS 11
------------------ ------------------
299,221 278,295
========== ==========
FIXED CAPITAL EXPENDITURE
Operating fixed assets - at cost / valuation
less accumulated depreciation 12 56,309 53,058
Capital work in progress 13 1,513 737
Intangible assets - trade marks 1 1
------------------ ------------------
57,823 53,796
LONG TERM LOANS - secured,
considered good 14 336 139
LONG TERM SECURITY DEPOSITS 565 35
CURRENT ASSETS
Stock in trade 15 90,163 151,373
Goods in transit 32,196 14,395
Stores and spares 16 6,098 5,952
Trade debts - unsecured, considered good 44,237 21,343
Loans and advances - considered good 17 23,311 10,200
Deposits, prepayments and other receivables 18 18,572 8,664
Cash and bank balances 19 25,920 12398
------------------ ------------------
240,497 224,325
========== ==========
Annexed notes form an integral part of these accounts.
Syed Yawar Ali S. Feriel Riffat Ali
Chief Executive Director
Karachi: 3rd October 2000 299,221 278,295
========== ==========
Profit and Loss Account
For the year ended 30 June 2000
Note 2000 1999
(Rupees in '000)
INCOME
Sales - net 20 1,017,833 1,028,102
Cost of goods sold 21 850,620 926,487
------------------ ------------------
Gross profit 167,213 101,615
EXPENSES
Administrative expenses 22 30,251 28,713
Selling and distribution expenses 23 98,290 65,008
Financial expenses 24 28,628 27,136
Workers' profit participation 9.1 823 --
------------------ ------------------
157,992 120,857
------------------ ------------------
9,221 (19,242)
Other income 6,407 2,376
------------------ ------------------
Profit before taxation 15,628 (16,866)
Provision for taxation - Current 10 (9,449) (5,142)
        - Prior year 1,183 300
------------------ ------------------
(8,266) (4,842)
------------------ ------------------
Profit/(loss) after taxation 7,362 (21,708)
Accumulated loss brought forward (144,169) (122,461)
------------------ ------------------
Accumulated loss carried forward (136,807) (144,169)
========== ==========
Earning/(loss) per share-basic and diluted 26 1.42 (4.18)
Annexed notes form an integral part of these accounts.
Syed Yawar Ali S. Feriel Riffat Ali