Welcome to PakSearch.com Pakistan's Premier Business Information
Service


For business information, annual reports, laws, ordinances, regulations and articles.




Google
 
Web Paksearch.com
NINA INDUSTRIES LIMITED
ANNUAL REPORT 2004
Meetings of the Board of Directors
During the year 05 meetings of the Board of Directors were held, the requisite details are as under:
Name of Directors No. of Meetinqs Attended
Mr. Saeed A. Sattar 5
Mr. Waqar A. Sattar 4
Mr.  Urooj Saeed 4
Mr. Kashif Sattar 4
Mr. Yasir Waqar 4
Mrs. Saeeda Saeed 2
Mr. Ansar Hussain 3
Mr. Karim Hatim 1
Rescheduling and Restructuring of Debts
Your Company has been very successful in getting approved from various financial institutions the rescheduling
and restructuring of its financial obligations. Reduction in markup rates has also been accorded the effect of
which has been taken in these financial statements to the extent applicable. You would see its reflection in the
financial statements of the ensuing periods.
Auditors
The auditors, M/s. Khalid Majid Rahman Sarfaraz Rahim Iqbal Rafiq, Chartered Accountants, retire and being
eligible, offer themselves for reappointment. However, the Board of Directors deliberated, Considered and
recommended that offers from other practicing firms may be solicited.
Code of Corporate Governance
*     The financial statements, prepared by the management of the Company, present fairly its state of affairs,
the result of its operations, cash flows and changes in equity.
*     Proper books of account have been maintained.
*     Appropriate accounting policies have been consistently applied in preparation of financial statements and
accounting estimates are based on reasonable and prudent judgement.
*     International Accounting Standards, as applicable in Pakistan, have been followed in preparation of financial
statements.
*     The system of internal control is sound in design and has been effectively implemented and monitored
*     There are no significant doubts upon the company's ability to continue as a going concern.
*     There has been no material departure from the best practices of corporate governance, as detailed in the
listing regulations.
STATEMENT OF COMPLIANCE WITH THE CODE OF CORPORATE GOVERNANCE
This statement is being presented to comply with the Code of Corporate Governance contained in Regulation
Number 37 of the listing regulations of the Karachi Stock Exchange (Guarantee) Limited for the purposes of
establishing a framework of good .governance, whereby a listed company is managed in compliance with the
best practices of corporate governance.
The company has applied the principles contained in the Code in the following manner:
1.    The Company encourages representation of independent non-executive directors and directors representing
minority interests on its Board of Directors. At present the Board includes four non-executive directors two
of whom are the nominee shareholders of the Institutions.
2.    The directors have confirmed that none of them is serving as a director in more than ten listed companies,
including this Company.
3.    All the resident directors of the Company are registered as taxpayers and none of them has defaulted in
payment of any loan to a banking company, a DPI or a Non-Banking Finance Company or, being a
member of a stock exchange, has been declared as a defaulter by that stock exchange.
4.    A casual vacancy occurring in the Board on 11 November 2003 was filled up by the directors within one
day thereof.
5.    The Company is in the development phase of 'Statement of Ethics and Business Practices' which would be
signed by all the directors and management employees of the Company.
6.    The Board has a vision/mission statement. Overall corporate strategy is at work and significant policies of
the Company are being followed in letter and spirit. However, the same are being formalized in the form
of policy manuals.
7.    All the powers of the Board have been duly exercised including appointment and determination of
remuneration and terms and conditions of employment of the CEO and other executive directors, have
been taken by the Board.
8.    The meetings of the Board were presided over by the Chairman and the Board met at least once in every
quarter. Written notices of the Board meeting,  along with agenda and working papers were circulated at
least seven days before the meetings. The minutes of the meetings were appropriately recorded and
circulated.
9.    The Directors are well acquainted as to their duties and responsibilities as required under the Code of
Corporate Governance. However, information material including a copy of the Code of Corporate
Governance and the Memorandum and Articles of Association of the Company were circulated to the
Directors to apprise them with their duties and responsibilities and enable them to manage the affairs of
the Company.
10.  Company Secretary was appointed during the year with the approval of the Board of Directors. However,
KEY OPERATING AND FINANCIAL DATA - SIX YEARS
Jun-04 Jun-04 Jun-03 Jun-03 Jun-02 Jun-02 Jun-01 Jun-01 Jun-00 Jun-00 Jun-99 Jun-99
(Rs) (%) (Rs) (%) (Rs) (%) (Rs) (%) (Rs) (%) (Rs) (%)
SALES AND SERVICES - NET 1,205,985,359 100.00% 1,716,436,013 100.00% 1,146,120,925 100% 892,356,067 100% 790,267,577 100% 567,551,087 100%
COST OF SALES 1,016,673,578 84.30% 1,528,867,064 89.07% 949,715,535 82.86% 731,216,714 81.94% 670,945,049 84.90% 461,210,503 81.26%
GROSS PROFIT 189,311,781 15.70% 187,568,949 10.93% 196,405,390 17.14% 161,139,353 18.06% 119,322,528 15.10% 106,340,584 18.74%
OPERATING EXPENSES:
GENERAL & ADMINISTRATIVE 48,304,215 4.01% 52,015,371 3.03% 46,242,517 4.03% 40,308,447 4.52% 33,286,829 4.21% 31,719,079 5.59%
SELLING & DISTRIBUTION 22,078,273 1.83% 28,466,386 1.66% 20,445,936 1.78% 13,376,020 1.50% 9,495,005 1.20% 5,047,545 0.89%
FINANCIAL CHARGES 175,971,373 14.59% 102,515,575 5.97% 95,985,348 8.37% 82,044,448 9.19% 61,107,131 7.73% 59,518,798 10.49%
OTHER CHARGES - 0.00% 423,004 0.02% 1,847,999 0.16% 1,458,788 0.16% 922,732 0.12% 583,290 0.10%
OTHER INCOME -3,708,670 -0.31% -3,888,470 -0.23% -3,228,400 -0.28% -2,639,171 -0.30% -2,164,634 -0.27% -1,610,645 -0.28%
TOTAL OPERATING EXPENSES 242,645,192 20.12% 179,531,866 10.46% 161,293,400 14.07% 134,548,532 15.08% 102,647,063 12.99% 95,258,067 16.78%
(LOSSl/PROFTT BEFORE TAXATION -53,333,410 -4.42% 8,037,083 0.47% 35,111,990 3.06% 26,590,821 2.98% 16,675,465 2.11% 11,082,517 1.95%
PROVISION FOR TAXATION 9,178,568 0.76% 14,477,054 0.84% 11,980,782 1.05% 10,298,137 1.15% 4,033,826 0.51% 2,289,454 0.40%
(LOSSI/PROFTT AFTER TAXATION -62,511,978 -5.18% -6,439,971 -0.38% 23,131,208 2.02% 16,292,684 1.83% 12,641,639 1.60% 8,793,063 1.55%
UNAPPROPRIATED PROFTT B/F 166,565,622 13.81% 120,711,570 7.03% 119,580,362 10.43% 106,036,586 11.88% 109,894,947 13.91% 101,101,884 17.81%
TRANSFER FROM SURPLUS ON
REVALUATION OF FKED ASSETS 14,184,587 1.18% 52,294,023 3.05% - - - - - - - -
APPROPRIATION OF DIVIDEND - - - - 22,000,000 1.92% - - 16,500,000 2.09% 11,000,000 1.94%
UNAPPROPRIATED PROFTT C/F TO B/S 118,238,231 9.80% 166,565,622 9.70% 120,711,570 10.53% 122,329,270 13.71% 106,036,586 13.42% 98,894,947 17.42%
REVIEW REPORT TO THE MEMBERS ON STATEMENT OF COMPLIANCE WITH
BEST PRACTICES OF CODE OF CORPORATE  GOVERNANCE
We have reviewed the Statement of Compliance with the best practices contained in the Code of Corporate
Governance prepared by the Board of Directors of %*** INDUSTRIES LIMITED to comply with the Listing
Regulation No.37 of the Karachi Stock Exchange (Guarantee) Limited, where the Company is listed.
The responsibility for compliance with the Code of Corporate Governance is that of the Board of Directors of
the Company. Our responsibility is to review, to the extent where such compliance can be objectively verified,
whether the Statement of Compliance reflects the status of the Company's compliance with the provisions of
the Code of Corporate Governance and report if it does not. A review is limited primarily to inquiries of the
Company personnel and review of various documents prepared by the Company to comply with the Code.
As part of the audit of financial statements we are required to obtain an understanding of the accounting and
internal control systems sufficient to plan the audit and develop an effective audit approach. We have not
carried out any special review of the internal control system to enable us to express an opinion as to whether
the Board's statement on internal control covers all controls and the effectiveness of such internal controls.
Based on our review, nothing has come to our attention, which causes us to believe that the Statement of
Compliance does not appropriately reflect the Company's compliance, in all material respects, with the best
practices contained in the Code of Corporate Governance as applicable to the Company for the year ended
June 30, 2004.
BALANCE SHEET
Note 2004 2003
Rupees Rupees
CAPITAL & LIABILITIES
AUTHORIZED
SHARE CAPITAL
25,000,000 Ordinary shares of Rs. 10/- each 250,000,000 250,000,000
CAPITAL AND RESERVE
Issued, subscribed and paid-up capital 3 242,000,000 242,000,000
Un-appropriated profit 118,238,231 166,565,622
360,238,231 408,565,622
Surplus on Revaluation of Fixed Assets 4 482,193,093 158,179,028
Long term loans - secured 5 503,099,885 311,512,088
Liabilities against assets subject to Finance lease 6 126,829,153 130,373,400
Deferred Liabilities 7 7,490,023 5,237,647
Directors loan 8 305,294 3,172,329
CURRENT LIABILITIES
Short term finances utilized under
mark-up arrangements - secured 9 1,032,749,102 1,158,269,524
Current maturity of long term liabilities 10 80,262,090 111,818,058
Creditors, accured charges and other liabilities 11 667,432,483 652,070,527
1,780,443,675 1,922,158,109
Contingencies and commitments 12 - -
3,260,599,354 2,939,198,223
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed Balance Sheet of Nina INDUSTRIES LIMITED as at June 30, 2004 and the related
profit & 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 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 accounts
and are further in accordance with accounting policies consistently applied;
(ii)   the expenditure incurred during the year was for the purpose of the Companys' 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 & 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, 2004, and of
the loss, 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, (XVII of
1980).
The financial statements for the year ended June 30, 2003 were audited by another firm of Chartered
Accountants, who expressed an unqualified opinion in their report dated October 07, 2003.
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED JUNE 30, 2004
Note 2004 2003
Rupees Rupees
Sales and Services-Net 22 1,205,985,359 1,716,436,013
Cost of sales 23 -1,016,673,578 -1,528,867,064
Gross profit 189,311,781 187,568,949
OPERATING EXPENSES
General and administrative 24 48,304,215 52,015,371
Selling & distribution 25 22,078,273 28,466,386
-70,382,488 -80,481,757
Operating profit 118,929,293 107,087,192
Financial charges 26 175,971,373 102,515,575
Other charges 27 - 423,004
-175,971,373 -102,938,579
-57,042,080 4,148,613
Other income 28 3.708.670 3.888.470
(Loss) / profit before taxation -53,333,410 8,037,083
Provision for Taxation
Current 9,178,568 12,300,000
Prior - 2,177,054
-9,178,568 14,477,054
Loss after taxation -62,511,978 -6,439,971
Unappropriated profit brought forward 166,565,622 120,711,570
104,053,644 114,271,599
Transfer from surplus on revaluation of fixe« d assets
Prior year(s) - 36,598,689
Current year 14,184,587 15,695,334
14,184,587 52,294,023
Unappropriated profit carried forward 118,238,231 166,565,622
(Loss) / Earning per share - Basic 29 -2.58 -0.28
AS AT JUNE 30, 2004
Note 2004 2003
Rupees Rupees
PROPERTY AND ASSETS
Operating fixed assets - Tangible 13 1,397,744,879 992,960,833
Capital work in progress 14 - 152,872,710
1,397,744,879 1,145,833,543
Long term deposits
and deferred cost 15 65,271,057 33,587,322
CURRENT ASSETS
Stores, spares and loose tools 16 172,949,046 173,236,243
Stock in trade 17 799,379,481 723,322,497
Trade debts 18 629,894,771 628,165,209
Advances, deposits, prepayments
& other receivables 19 88,904,976 79,729,611
Export rebates and sales tax receivables 20 88,919,684 135,691,686
Cash and bank balances 21 17,535,460 19,632,112
1,797,583,418 1,759,777,358
2004 2003
Rupees Rupees
CASH FLOWS FROM INVESTING ACTIVITIES
Long term deposits and deferred cost -42,331,858 -26,464,459
Proceeds from disposal of operating fixed assets 2,390,001 145,000
Expenditure on capital work in progress - -152,872,710
Fixed capital expenditures -19,300,746 -382,124,898
Net cash (used in) investing activities -59,242,603 -561,317,067
CASH FLOWS FROM FINANCING ACTIVITIES
Long term directors loan -2,867,035 -3,894,972
Long term loans - net 168,475,388 302,358,725
Lease financing - net -11,987,806 131,647,140
Issuance of right shares - 22,000,000
Dividend Paid - -22,000,000
Net cash generated from financing activities 153,620,547 430,110,893
Net decrease in cash and cash equivalents -2,096,652 -200,422
Cash and cash equivalents at the beginning of the year 19,632,112 19,832,534
Cash and cash equivalents at the year end 17,535,460 19,632,112
CASH FLOW STATEMENT
FOR THE YEAR ENDED JUNE 30, 2004
2004 2003
Rupees Rupees
CASH FLOWS FROM OPERATING ACTIVITIES
(Loss)/profit before taxation -53,333,410 8,037,083
Adjustments for
Depreciation & amortization 114,007,178 78,683,963
Staff gratuity 2,699,231 1,673,483
Financial charges 175,971,373 102,515,575
Workers' profit participation fund - 423,004
Gain on disposal of fixed assets -1,262,753 -3,002,671
291,415,029 180,293,354
Net cash generated before working capital changes 238,081,619 188,330,437
CASH FLOWS FROM WORKING CAPITAL CHANGES
(Increase) / decrease in current assets
Stores, spare parts & loose tools 287,197 -89,241,296
Stock-in-trade -76,056,983 -209,639,822
Trade debts -1,729,562 -467,541,563
Advances, deposits, prepayments and other receivables -23,502,141 -13,798,787
Export rebates and sales tax receivables 46,772,002 -53,839,059
-54,229,487 -834,060,527
Increase / (decrease) in current liabilities
Short term finances -125,520,422 493,092,576
Creditors, accrued and other liabilities 8,970,804 376,310,768
-116,549,618 869,403,344
Net cash (used in)/generated from working capital changes -170,779,105 35,342,817
Financial charges paid -146,216,151 -81,672,881
Income tax paid -17,114,104 -10,606,417
Staff gratuity paid -446,855 -388,204
-163,777,110 -92,667,502
Net cash (used in)/generated from operating activities -96,474,596 131,005,752
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2004
LEGAL STATUS AND NATURE OF BUSINESS
Nina Industries Limited (the Company) was incorporated in Pakistan as a Private Limited company on
February 18, 1992 and subsequently converted into Public Limited Company on October 29, 1997.
The registered office of the Company is situated at A-29/A, S.I.T.E., Karachi and the Company is
listed on the Karachi Stock Exchange. The Company operates a textile processing unit and is mainly
engaged in exports.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2.1        Statement of compliance
These financial statements have been prepared in accordance with approved accounting
standards as applicable in Pakistan and the requirements of the Companies Ordinance, 1984.
Approved accounting standards comprise of such International Accounting Standards (lASs)
as notified under the provisions of the Companies Ordinance, 1984. Wherever, the requirements
of the Companies Ordinance, 1984 or directives issued by the Securities and Exchange
Commission of Pakistan (SECP) differ with the requirements of these standards, the requirements
of the Companies Ordinance, 1984 or the requirements of said directives take precedence.
2.2       Accounting convention
These financial statements are prepared under the historical cost convention except that
certain fixed assets have been included at Revalued amounts.
2.3        Operating fixed assets and Depreciation
Tangible fixed assets are stated at cost or revalued amount less accumulated depreciation
except 'Leasehold Land and Capital Work in Progress' which are stated at cost.
Depreciation on fixed assets is charged to income applying the reducing balance method
whereby the cost of an asset is written off over its estimated useful life. Depreciation is charged
from the month of purchase or from the month of commercial production in respect of
additions while in case of disposals preceding the month in which disposals take place.