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International Industries Limited
Annual Report 2001
Contents
Company Information
Milestones
Notice of Meeting
Chairman's Review
Ten Years at a Glance
Report of the Directors
Auditors' Report
Balance Sheet
Profit & Loss Account
Cash Flow Statement
Statement of Changes in Equity
Notes to the Financial Statements
Pattern of Shareholdings
Company Information
Chairman J.R. Rahim
Managing Director & CEO Towfiq H. Chinoy
Directors K.M.M. Shah
Kamal A. Chinoy
M. Ateequllah
Mustapha A. Chinoy
Zakaullah Khan
A. W. Zuberi (Nominee Director of NIT)
Istaqbal Mehdi (Nominee Director of NIT)
Kemal Shoaib (Nominee Director of NIT)
Zahid Zaheer (Nominee Director of NIT)
Secretary Mohamed H. Walli
Auditors Ford, Rhodes, Robson, Morrow
Bankers Standard Chartered Bank
Standard Chartered Grindlays Bank
American Express Bank Ltd.
The Hong Kong & Shanghai Banking Corporation Limited
Societe Generale
Oman International Bank S.A.O.G
Credit Agricole Indosuez
Bank Al-Habib Ltd.
Soneri Bank Limited
Muslim Commercial Bank Ltd.
Habib Bank Ltd.
Legal Advisors J.H. Rahimtoola & Company
Website www.iil.com.pk
Registered Office Hakimsons Building, 19 West Wharf Road
P.O. Box 4775, Karachi-74000
Telephone Nos. 2313508-14 Fax: 2314260
E-mail: inquiries@iil.com.pk
Branch Office Salam Chambers, Link Mcleod Road, Lahore-54000
Telephone Nos. 7229752-55 Fax: 7220384
E-mail: lahore@iil.com.pk
Factory L X 15-16, Landhi Industrial Area, Karachi-75160
Telephone Nos. 5080451-55 Fax: 5082403
E-mail: factory@iil.com.pk
Milestones
The Company through the years
1948 Established as Sultan Chinoy and Company
1949 Incorporated as International Industries Limited
and sponsored Pak Chemicals Limited
1953 Sponsored Pakistan Cables Limited in a Joint
Venture with BICC UK
1965 Manufactured high quality Electric
Resistance Welded Steel Pipe
1983 Launched Galvanized Pipe
1984 Converted to a Public Limited Company and quoted on Karachi Stock Exchange
1990 Setup the country's first Cold Rolling Mill in the
private sector
1992 Turnover crossed 1 Billion rupees
1995 Entered the international market with export of
Galvanized Pipe
1997 Achieved Certification to ISO 9001:1994
1998 Commemorated 50 years and awarded international
credit rating
1999 Turnover crossed 2 Billion rupees
2000 Achieved Certification to ISO 9001:2000 (first company in Pakistan), ISO 14001:1996
and was awarded the FPCCI trophy for export of non-traditional items from Pakistan
2001 Achieved Certification to API Q1 & 5L (2000) and completed phase 1 of a major
expansion enhancing the pipe and tube manufacturing range
Notice of Meeting
Notice is hereby given to the Members that the 53rd Annual General Meeting of the Company will be held on
Thursday, October 25, 2001 at 11:00 a.m. at the "Raffia Choudri Memorial Centre", Sidco Avenue Centre, 264-R.A.
Lines, Karachi, to transact the following business:
ORDINARY BUSINESS
1. To receive, consider and adopt the audited accounts of the Company for the year ended June 30, 2001 and
the Reports of the Directors and Auditors thereon.
2. To consider and approve payment of 35% Final Cash Dividend making a total of 50% for the financial year
ended June 30, 2001 as recommended by the Board of Directors.
3. To elect Directors for a period of 3 years commencing from October 25, 2001.
4. To appoint Auditors for the Year 2001-2002 and fix their remuneration.
5. To transact with the permission of the Chair any other business which may be transacted at an Annual
General Meeting.
SPECIAL BUSINESS
6. To approve the remuneration of the Executive Directors, including the Chief Executive.
A statement under section 160 of the Companies Ordinance 1984, pertaining to the Special Business, is
being sent to the Members with this notice.
By Order of the Board
Mohamed H. Walli
Karachi October 3, 2001 Company Secretary
NOTES:
1. The Share Transfer Books of the Company shall remain closed from October 11, 2001 to October 25, 2001
(both days inclusive). Transfers received in order at the Registered Office of the Company by close of
business on October 10, 2001 will be treated in time to determine the entitlement of 35% dividend
recommended by the Board of Directors.
2. A Member entitled to attend, speak and vote at the General Meeting is entitled to appoint another Member
as his/her proxy to attend, speak and vote on his/her behalf.
3. Instrument appointing proxy and the power of attorney or other authority under which it is signed or a
notarially certified copy of the power or authority must be deposited at the Registered Office of the Company
at least 48 hours before the time of the meeting. Form of Proxy is enclosed.
CDC Account Holders will further have to follow the under-mentioned guide lines as laid down in
Circular 1, dated January 26, 2000, issued by the Securities and Exchange Commission of Pakistan:
a) For Attending A.G.M.
* In case of individuals, the account holder or sub-account holder and/or the person whose securities
are in group account and their registration details are uploaded as per the Regulations, shall
authenticate his/her identity by showing his/her original National Identity Card (NIC) at the time of
attending the meeting.
* In case of corporate entity, the Board of Directors' resolution/power of attorney with specimen signature
of the Nominee shall be produced (unless it has been provided earlier) at the time of the meeting.
b) For Appointing Proxy
* In case of individuals, the account holder or sub-account holder and/or the person whose securities
are in group account and their registration details are uploaded as per Regulations, shall submit the Proxy
Form as per the above requirement.
* Attested copies of N1C of the beneficial owners and the Proxy shall be furnished with the Proxy Form.
* The Proxy shall produce his original NIC at the time of the meeting.
4. Members are requested to submit declaration for Zakat on the required format and to advise change in
address, if any.
ITEM 3
a) To elect 11 Directors being the number fixed by the Board of Directors for election for a period of
three years from the date of the Annual General Meeting.
b) The Elected Directors who retire at the meeting are:
Messrs. J.R. Rahim, KMM. Shah, Mustapha A. Chinoy, Kamal A. Chinoy, Zaka U. Khan, M. Ateequllah
and Towfiq H. Chinoy.
The Nominated Directors are:
Messrs. Istaqbal Mehdi, Kemal Shoaib, Zahid Zaheer and A.W. Zuberi.
c) any person or retiring director who seeks to contest election of the office of the director must file with
the Company, not later than 14 days before the date of the meeting, notice of his/her intention to
offer himself/herself for election.
Statement U/s 160 of the Companies Ordinance, 1984.
This statement sets out the material facts concerning Item 6 of the "Special Business" to be transacted at
the Fifty Third Annual General Meeting of the Company to be held on October 25, 2001.
The approval of the Shareholders of the Company will be sought for:
ITEM 6
The approval of remuneration of the Chief Executive and the Executive Directors in the draft resolution
set out below is necessitated on account of Government of Pakistan SRO No. 572 (I)82 of June 16, 1982
and includes approval to the holding of their respective office of profit in the Company, the said Directors
are thus personally interested to the extent of remuneration payable to them and the office of profit held
by them.
The Members are accordingly requested to pass with or without modification, the following resolution as
an Ordinary Resolution:
"RESOLVED THAT a sum not exceeding Rs. 20 million per annum be and is hereby authorized for payment
towards remuneration of the Directors in executive or management service of the Company including the
Chief Executive commencing July 1, 2001 and the Board is authorized to determine the terms and
conditions of their appointment and within limit aforesaid to pay remuneration to them but so that period
of appointment shall not exceed three years per appointment.
Shareholders are informed that the Directors in executive or management service and the Chief Executive
are interested in their respective appointment and in the remuneration respectively payable to them and
save as such no other Director is directly or indirectly interested in their contracts or benefits under them."
Chairman's Review
On behalf of the Board of Directors it gives me great pleasure to present before you the
53rd Annual Report.
BOARD OF DIRECTORS
Since the last report the N.I.T. nominee Mr. M. Afzalullah Siddiqui, resigned from the Board and Mr. Zahid Zaheer
was nominated in his place.
The Board thanks Mr. M. Afzalullah Siddiqui for his contribution and welcomes Mr. Zahid Zaheer.
OPERATIONS
The year under review has seen major activities taking place in the form of additions to production facilities.
The installation of the new tube mill to produce up to 6" API line pipe which began in September 2000 was
completed in two months. As expected there were teething problems which took some time to resolve. Commercial
production commenced in February 2001 and the plant has been operating smoothly since then.
The strip pickling plant had outlived its useful life and was replaced during the year. This replacement with upgraded
equipment and the addition of a PSA Generator will enable production of better quality Cold Rolled Steel Strips
which your Company intends to market in greater quantity.
Major parts of the second slitter that is designed to handle 35 ton coil arrived during the year. This new line is
expected to go into production before the end of September 2001.
The increased pipe making capacity necessitated an increase in the capacity of galvanizing. Instead of adding a new
plant, the company decided to change the technology of one of its existing plants to enhance productivity. The
components arrived in April 2001 but the plant could not be closed before July owing to the pressure of market
demand. The new galvanizing system has since been installed and has started functioning from August 2001 with
enhanced productivity and output.
The production of pipes was 14% higher as compared to the previous year and galvanizing was 12% higher. The
production of cold rolled strip was 9% below the previous year's production because of the closure of the mill to
replace the pickling plant.
SALES
Domestic sales of galvanized pipes increased by 9% over the previous year. Steel Tubing sales also grew by a nominal
2%. For the first time, the Company was able to produce and sell 4" and 6" API pipes to a gas Company. The sale of
Cold Rolled strip was marginally higher than previous year and your Company plans to Inshallah market greater
volumes of this product in the future.
Export sales of both G.I. Pipes as well as steel tubes in volume terms remained at last year's level.
The combined sales volume grew by 7.4% over the previous year.
FINANCIAL RESULTS
The total turnover of the Company at Rs.2.8 billion is 7.5% higher than the previous year and the gross margin at
18.5% is also higher, because the raw material prices during the year remained favourable.
The management of the Company succeeded in securing release of bank guarantees worth Rs. 13.5 million from the
custom authorities after the declared values of imports were accepted. The accrued liability being no longer required
was reversed. An exchange gain resulting from devaluation of the rupee amounting to Rs.10.8 million was also
realized. The gains from reversal of liabilities and exchange difference are the main contributors to the amount of
Rs. 19 million as other income.
Administration and selling expenses are lower than last year and there has been a substantial reduction in freight
expenses because of conversion of the basis of export sales from C & F to F.O.B.
The operating profit at Rs.315 million is 27% higher than the previous year. Although there has been a significant
increase in interest cost because of the medium term borrowing for capital expenditure, the profit before tax of
Rs.199 million is 26% higher than the previous year. In calculating the income tax, a tax credit of Rs.29 million has
been taken on additions to plant and machinery in accordance with section 107 of the income tax ordinance. The
shareholders will note from the accounts that a sum of Rs.84 million of advance income tax paid is refundable.
By the grace of Allah the profit after tax at Rs.164 million is almost twice that of the previous year.
FUTURE PROSPECTS
The price or quality of locally manufactured steel is not in line with the
international market. Large consumers like your Company are therefore
forced to resort to imports. With the continuously depreciating rupee and
escalating local costs such as electricity and gas, margins will be under
pressure. Your industry does not have any protection as the duty tariff on
steel is the same as the finished goods we produce. Imports of pipe into
Pakistan is a definite threat to your Company. The government must review
this situation. The management of your Company will continue to monitor
the costs carefully with a view to control these wherever possible.
With the new tube mill now fully functional, the Company is favourably
placed to take advantage of the opportunity of supplying large diameter
and API pipe to the market.
The management sees an opportunity for growth in the Export market. We are therefore considering added
capacities so that export opportunities can be availed when these arise.
Signs of economic revival in the country have begun to manifest themselves. The formation of local governments
will also hopefully result in acceleration of the development work which had come to a virtual halt. This activity will
have positive impact on the industry in the country.
DIVIDENDS
During the past two years, your Company has had to invest substantially in capital expenditure. This investment will
continue in the next twelve months. In these circumstances, the cash dividends are normally reduced to conserve equity.
However, in view of the good results the Board is pleased to propose a final cash dividend of 35% which in addition
to the 15% interim dividend already, paid makes the total dividend 50%.
STAFF & ACKNOWLEDGEMENT
The present Board retires, having completed its tenure of three years.
On behalf of the Board, I would like to take this opportunity of thanking the management and staff, the bankers and
the valued customers who have made our task so pleasant.
I am confident that if the management and employees of the Company continue to work with the devotion and zeal
that has been their hallmark, the Company will Inshallah continue to prosper.
I pray to Allah for the continued success of your Company.
J.R. Rahim
Ten years at a Glance
2001 2000 1999 1998 1997 1996 1995 1994 1993 1992
-- (Rs. 000) --
Assets Employed
Fixed Assets (Owned & Leased) 651,964 364,095 300,379 302,659 309,390 234,304 245,894 257,842 268,421 260,205
Capital Work in Progress 57,651 165,667 2,926 2,045 2,567 8,618 1,929 7,373 3,388 9,410
Long term deposits 3,752 2,304 2,300 2,073 1,940 3,003 3,586 3,320 4,252 4,480
Net Current Assets/(Liabilities) 84,363 117,595 17,866 14,475 41,716 66.15 22,583 33,900 16,660 (7,613)
------------------ ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ ------------------
Total Assets Employed 797,730 649,661 323,471 321,252 355,613 312,070 273,992 302,435 292,721 266,482
========== ========== ========== ========== ========== ========== ========== ========== ========== ==========
Financed by
Shareholders' Equity (includes
revaluation of land) 441,533 348,590 303,471 303,752 281,547 216,270 208,432 197,778 151,999 133,070
Long term & deferred liabilities 356,197 301,071 20,000 17,500 74,066 95,800 65,560 104,657 140,722 133,412
------------------ ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ ------------------
797,730 649,661 323,471 321,252 355,613 312,070 273,992 302,435 292,721 266,482
========== ========== ========== ========== ========== ========== ========== ========== ========== ==========
Sales & Profits
Sales-Net 2,404,628 2,222,004 1,906,957 1,773,157 1,613,998 1,702,917 1,286,339 1,328,018 1,098,387 919,449
Gross Profit 445,162 402,554 309,674 275,646 274,278 253,799 168,943 155,709 150,341 121,274
Profit before interest & taxation 314,617 247,193 170,579 160,468 180,496 174,707 115,770 110,374 109,950 89,374
Profit before taxation 199,003 158,188 115,644 94,384 105,386 90,498 29,983 18,397 18,929 9,167
Profit after taxation 163,816 82,814 44,820 64,084 78,886 36,831 29,983 18,397 18,929 12,682
Dividend 70,873 61,208 45,101 41,879 48,322 28,993 19,329 12,886 -- --
Retained Earnings/(Loss) 92,943 21,606 (281) 22,205 30,564 7,838 10,654 5,511 18,929 12,682
Financial Ratios
Gross Profit as a percentage of sales 18.5 18.1 16.2 15.5 17.0 14.9 13.1 11.7 13.7 13.2
Net profit before tax as a percentage
of sales (excluding contract income) 8.3 7.1 6.1 5.3 6.5 5.3 2.3 1.4 1.7 1.0
Current ratio 1.09 1.19 1.02 1.02 1.06 1.12 1.04 1.08 1.03 0.98
Long term debt: equity 45:55 46:54 06:94 05:95 21:79 31:69 24:76 35:65 48:52 50:50
Earnings per share 11.56 6.43 3.48 4.97 6.12 2.86 2.33 1.43 2.35 1.69
Dividend (%) 50 37.5 35.0 32.5 37.5 22.5 15.0 10.0 -- --
Bonus Shares (%) -- 10.0 -- -- -- -- -- -- 10.0 7.5
Right Shares % (at premium) -- -- -- -- -- -- -- -- 50 --
Report of the Directors
The Directors have pleasure in submitting their Report and Audited Accounts for the year ended 30th June, 2001.
(Rs. 000's)
The profit for the year amounts to: 163,816
Amount of unappropriated profit brought forward from previous year: 637
------------------
164,453
The Directors recommend:
Interim dividend already paid at the rate of Rs. 1.50 per share (15%) 21,262
Final dividend at the rate of Rs. 3.50 per share (35.0%) 49,611
Transfer to General Reserve 93,000
------------------
163,873
------------------
Leaving an unappropriated profit carried forward to next year 580
==========
The Chairman's Review on pages 6, 7 & 8 covers significant activities of your Company during the year.
The pattern of shareholding is provided on page 32.
The present auditors, M/s. Ford, Rhodes, Robson, Morrow retire and offer themselves for re-appointment.
On behalf of the Board,
Towfiq H. Chinoy
Karachi: September 14, 2001 Managing Director & Chief Executive
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed balance sheet of INTERNATIONAL INDUSTRIES LIMITED as at
June 30, 2001 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;
(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, t