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PAK LEATHER CRAFTS LIMITED
ANNUAL REPORT 2004
OPERATING EXPENSES
In administrative and selling overheads, the company registered an altogether decrease of 2%
(approx.) over the last year which is a positive achievement.
FUTURE OUTLOOK
The International Leather market has come out of sluggish trend and is responding well as compared
to the last two years and accordingly it is hoped that the sales as well as the profitability of the
company in the next financial year will improve further Irisha Allah.
CORPORATE AND FINANCIAL REPORTING
In compliance with the applicable listing regulations of Stock Exchanges, the directors of the
company do hereby declare the following:
a)      The financial statements prepared by the management of the company, present fairly its
state of affairs, the result of its operations, cash flow and changes in equity.
b)      Proper books of account of the listed company have been maintained.
c)      Appropriate accounting policies have been consistently applied in preparation of financial
statements. Accounting estimates are based on reasonable and prudent judgement.
d)      International Accounting Standards, as applicable in Pakistan, have been followed in
preparation of financial statements and any departure therefrom has been adequately
disclosed.
e)      The system of internal control is sound in design and has been effectively implemented and
monitored.
f)       There are no doubts about the company's ability to continue as a going concern.
g)      There has been no material departure from the best practices of corporate governance, as
detailed in the listing regulations.
VALUE OF INVESTMENTS OF PROVIDENT FUND
The value of investments made by the Provident Fund based on the audited accounts for the year
ended June 30, 2004 amounts to Rs. 2.47 million.
The Directors of your company welcome you to the 17th Annual General Meeting and place before
you the Annual Report alongwith Audited Accounts of the company for the year ended June 30, 2004.
FINANCIAL RESULTS
The financial results of the Company for the year under report are shown below.
2004 2003
Rupees Rupees
Profit / (Loss) from operations 7,031,545 -15,476,407
Taxation -2,863,203 -1,709,910
Profit / (Loss) after tax 4,168,342 -17,186,317
Unappropriated ProfiV(Loss) B/F 22,772,872 39,959,189
Available for Appropriation 26,941,214 22,772,872
Proposed Dividend @ 7.50% 2,550,000 -
Unappropriated Profit / (Loss) C/F 24,391,214 22,772,872
Profit / (Loss) per share after tax 1.23 -5.06
The management is pleased to inform you that during the year under review, due to better planning
& vigorous efforts made by the management, the export sales of the company increased considerably
and the overall operating and financial results remained quite satisfactory and encouraging. The
company earned a pre-tax profit of Rs. 7.031 (M) and after tax profit Rs. 4.168 (M) during the above
financial year.
DIVIDEND
By the grace of Almighty Allah and in view of the above financial results your directors are pleased
to recommend @ 7.5% for the year under report.
SALES
As a result of better planning & serious efforts made by the management to boost exports sales
of the company, during the year under review the company's sales increased by 61 .98% over the
last year. It is hoped that keeping in view the present positive behaviour of the international leather
markets, the export sales in next financial year will increase further Insha Allah.
COST OF SALES
The Company earned a gross profit of 13.21% in the financial year under review as compared with
a gross profit of 9.66% last year.
PARTICULARS 2004 2003 2002 2001 2000 1999
Net Sales 385,947 238,257 344,466 567,527 313,563 309,130
Gross Profit 50,983 23,009 28,544 75,262 49,621 42,816
Net Profit/floss)   before tax 7,031 -15,476 -27,292 15,495 11,177 10,423
Cash dividend 2,550 - - 2,550 4,250 2,550
Gross Profit ( % ) 13.21 9.66 8.29 13.26 15.82 13.85
Net ProfiV(loss) (%) 1.82 -6.5 -7.92 2.87 3.56 3.37
Earning/(loss) per share
( after tax ) 1.23 -5.06 -9.01 3.08 2.44 2.28
Current ratio 1.13 1.12 1.05 1.13 1.19 1.14
NUMBER OF BOARD MEETINGS
During the year, four board meetings were held, which were attended by each Director as under:
Names No. of Meetings
Attended / held
Continuing Directors
Mr. M. Khurshid Ahmed (Chairman) 3/4
Mr. M. Saleem Ahmed (CEO) 4/4
Mr. M. Shoaib Ahmed 4/4
Mr. Tariq Mustafa Khan 4/4
Mr. Nayyer Ahmed Jalali 4/4
Mr. Habibullah Sheikh 4/4
Outgoing Director
Mr. Hussain Aqa Naqvi 0/3
Incoming Director
Mr. Kamil Khurshid Ahmed 1/1
PATTERN OF SHAREHOLDING
The pattern of shareholding as on June 30, 2004 is annexed with this report.
AUDITORS
The auditors of the company M/s S. M. Rehan & Co (Chartered Accountants) have retired and
being eligible, offer themselves for re-appointment for the year 2004-2005. the Audit Committee
has also recommended their re-appointment.
STATEMENT OF COMPLIANCE WITH THE CODE OF CORPORATE GOVERNANCE
The statement of compliance with the Code of Corporate Governance is annexed with this report.
RECOMPOSITION OF BOARD OF DIRECTORS
Subsequent to the election of the directors in the Annual General Meeting held on December 31st
2001 , Mr. Rubina Jalali, Mr. Mumtaz AN Memon and Mr. H.A. Nqvi have resigned from the Board
and in their place Mr. Nayyer Ahmed Jalali, Mr. Habibullah Sheikh and Mr. Kamil Khurshid Ahmed
were admitted respectively to fill in the casual vacancy. The Board of Directors would like to express
its gratitude for the valuable services rendered by the outgoing directors and welcomes the incoming
directors and hopes that their diverse experience will further strengthen the Board.
ACKNOWLEDGEMENT
The Board of Directors would like to place on record its appreciation to all our Patrons, Dealers,
Suppliers and Employees for their valuable help, uncompromising support and contribution to the
Company. We are also specially thankful to all our bankers for their continued support.
WORKER MANAGEMENT RELATIONSHIP
Your management would like to place on record the valuable contribution of all members of the
staff & workers. The worker management relationship remained cordial throughout the year which
resulted in the smooth operation of your company.
The directors' report for this year has been prepared in compliance with the requirements of
the Code and fully describes the salient matters required to be disclosed.
The financial statements of the Company were duly endorsed by CEO and CFO before approver
of the Board.
The directors, CEO and executives do not hold any interest in the shares of the Company
other than that disclosed in the pattern of shareholding.
The Company has complied with all the corporate and financial reporting requirements of the
Code.
The Board had formed an audit committee on September 14, 2002. It comprises three (3)
members including the Chairman.
Since the formation of the audit committee, its meetings were held at least once every quarter
prior to approval of interim and final results of the Company and as required by the Code. The
terms of reference of the committee had been formed and advised to the committee for
compliance.
The statutory auditors of the Company have confirmed that they have been given a satisfactory
rating under the quality control review program of the Institute of Chartered Accountants of
Pakistan, that he or his spouse and minor children do not hold shares of the Company and
that the firm is in compliance with International Federation of Accountants (IFAC) guidelines
on code of ethics as adopted by Institute of Chartered Accountants of Pakistan.
The statutory auditors or the persons associated with them have not been appointed to provide
other services except in accordance with the listing regulations and the auditors have confirmed
that they have observed IFAC guidelines in this regard.
We confirm that all other material principles contained in the Code have been complied with.
This statement is being presented to comply with the Code of Corporate Governance contained
in the listing regulations of Karachi, Lahore and Islamabad Stock Exchanges for the purpose 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 two
(2 ) independent non-executive directors and one director representing minority shareholders.
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 NBFI or, being a member
of a stock exchange, has been declared as a defaulter by that stock exchange.
4.    Casual vacancies occurring in the Board were filled up by the directors as follows:
S# Names of directors           Date of resignation                 Date of appointment
1 .    Mr. H. A. Naqvi                        March 1 7, 2004
2.    Mr. Kamil Khurshid Ahmed        March 17, 2004
5.    The Company has prepared a 'Statement of Ethics and Business Practices' which has been
signed by all the directors and employees of the Company.
6.    The Board has developed a vision/mission statement, overall corporate strategy and significant
policies of the Company.
7.    All the powers of the Board have been duly exercised and decisions on material transactions,
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 The Board met at least once
in every quarter. Written notices of the Board meetings, 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 Chief Executive of the Company has discussed the duties and responsibilities of the
directors of the Company.
1 0.  The Board had approve'd the appointment of CFO & Company Secretary as well as the Internal
Auditor of the company.
We have audited the annexed balance sheet of PAK LEATHER CRAFTS LIMITED as at June 30,
2004 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 cur 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, 1 984, 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, 2004 and of the profit, its cash flow
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
(XVIII of 1980).
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 Pak Leather Crafts Limited to comply
with the relevant Listing Regulation of the Karachi, Lahore and islamabad Stock Exchange 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. Our
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 our 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 or 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 reflects the company's compliance, in all material
respects, with the best practices contained in the code of Corporate Governance effective as at
30 June 2004.
NOTE 2003
(Rupees) (Rupees)
Sales 17 385,947,282 238,257,464
Cost of sales 18 334,964,410 215,248,741
Gross profit 50,982,872 23,008,723
OPERATING EXPENSES
Administrative 19 8,636,316 8,121,598
Selling 20 22,644,883 15,932,923
31,281,199 24,054,521
Operating profrt/(loss) 19,701,673 -1,045,798
Other income 21 76,753 777,140
19,778,426 -268,658
Financial charges 22 12,376,800 15,207,749
7,401,626 -15,476,407
Other charges 8.1 370,081 -
Profit/(loss) before taxation 7,031,545 -15,476,407
Taxation
- Current year 3,200,000 2,350,000
- Prior year -336,797 -640,090
2,863,203 1,709,910
Net Profit/floss) after taxation 4,168,342 -17,186,317
Unappropriated profit/(loss) b/f 22,772,872 39,959,189
Available for Appropriations 26,941,214 22,772,872
Proposed dividend @ 7.5% (2003 - Nil) 2,550,000 -
Unappropriated profit/floss) c/f 24,391,214 22,772,872
Earnings / (toss ) per share (Rupees) 23 1.23 -5.06
NOTE 2004 2003
(Rupees) (Rupees)
SHARE CAPITAL AND RESERVES
Authorised capital 50,000,000 50,000,000
5,000,000 Ordinary Shares of Rs. 10/- each 34,000,000 34,000,000
Issued, subscribed and paid up capital 3 24,391,214 22,772,872
Unappropriated profit 58,391,214 56,772,872
LIABILITIES AGAINST ASSETS - 407,731
SUBJECT TO FINANCE LEASE 4 31,115,082 31,115,082
LOAN FROM DIRECTORS 5 1,476,661 1,578,454
DEFERRED LIABILITIES 6
CURRENT LIABILITIES 220,661,000 184,986,350
Short term finances 7 - 869,531
Current maturity of long term liabilities 4 65,551,678 83,746,829
Creditors, accured expenses & other libilities 8 3,200,000 2,350,000
Provision for taxation 2,550,000 -
Proposed Dividend 291,962,678 271,952,710
- '
CONTINGENCIES AND COMMITMENTS 9 382,945,635 361,826,849
FIXED ASSETS 52,123,213 56,627,468
Operating fixed assets - tangible 10 4,517,994 4,024,640
CURRENT ASSETS 269,648,550 271,1 71 ,28-1
Stores and spares 11 5,157,993 4,694,890
Stock in trade 12 9,378,475 5,950,035
Trade debts 13 30,188,215 16,372,932
Advances, deposits and prepayments 14 11,931,195 2,985,603
Other receivables 15 330,822,422 305,199,381
Cash and bank balances 16 382,945,635 361,826,849
RUPEES RUPEES RUPEES
Issued Share Unappropriated
Capital ProfiV(Loss) Total
Balance as at June 30, 2002 34,000,000 39,959,189 73,959,189
Loss for the year June 30, 2003 -17,186,317 -17,186,317
Balance as at June 30, 2003 34,000,000 22,772,872 56,772,872
Profit for the year June 30, 2004 - 4,168,342 4,168,342
Proposed dividend - -2,550,000 -2,550,000
Balance as at June 30, 2004 34,000,000 24,391,214 58,391,214
NOTE 2004 2003
(Rupees) (Rupees)
Cash flows from operating activities
Cash generated from operations 24 -6,045,554 27,295,413
Financial charges paid -14,862,517 -12,664,788
Gratuity paid -257,108 -680,628
Income Tax (paid) -3,177,612 -2,096,975
Net cash flows from operating activities -24,342,791 11,853,022
Cash flows from investing activities
Fixed capital expenditure -1,129,005 -3,946,429
Proceeds from disposal of fixed assets 20,000 1,556,000
Net cash flows used in investing activities -1,109,005 -2,390,429
Cash flows from financing activities
Long term loans (repaid) / obtained - 31,115,082
Short term finances (repaid) / obtained 35,674,650 -36,913,650
Repayment of liabilities against assets subject to finance lease -1,277,262 -1,552,021
Net cash flows (used in) / from financing activities 34,397,388 -7,350,589
Net increase in cash and cash equivalents 8,945,592 2,112,004
Cash and cash equivlents at the beginning of the year 2,985,603 873,599
Cash and cash equivlents at the end of the year 16 11,931,195 2,985,603
Stock in trade
These are valued at the lower of average cost and net realisable value except goods
in transit which are stated at invoice value plus other charges incurred thereon. Cost
of work in process and finished goods comprises direct material and labour together
with production overheads.
Net realisable value is calculated on the estimated selling price in the ordinary course
of business less cost of completion and cost necessarily to be incurred in order to
make the sale.
Taxation
Current
Provision for current taxation is based on taxable income at current tax rates after
taking into account tax rebates and tax credits available, if any.
Deferred
The Company account for deferred taxation arising on all temporary material timing
dffferences using the [[ability method.
Borrowing costs
Borrowing costs are recongnised as an expense in the period in which they are
incurred, except to the extent that they are directly attributable to the construction of
a qualifying asset in which case they are capitalised as part of the cost of that asset.
Trade and other payables
Liabilities for trade and other payables are carried at cost which is the fair value of the
consideration to be paid in the future for goods and services received, whether or not
billed to the Company.
Foreign currency translation
Transactions in foreign currencies are accounted for at the rate prevailing on the date
of transaction. Monertary assets and liabilities denominated in foreign currencies are
translated into Pak. Rupees equivalents using the exchange rates ruling at the balance
sheet date. Exchange differences are included in profit and loss account currently.
Revenue recognition
Sales are recognised on despatch of goods to customers. Income on investment if
any, is recorded on accrual basis.
Staff Retirement benefits
The Company maintains unfunded gratuity scheme for its workers and make annual
provision for gratuity in accordance with the applicable labour laws.
The company maintains approved provident fund scheme (defined contribution plan)
for its officers and executives who are eligible for the plan. Equal contributions thereto
are made by the company and the employees in accordance with the funds rules.
Financial instruments
All financial assets and liabilities are recongnised at the time when the Company
becomes party to the contractual provisions of the instrument. Any gain or loss on the
recognition and derecognition of the financial assets and liabilities is included in the
net profit and loss for the period in which it arises.
1 .        STATUS AND ACTIVITIES
The Company is a public limited company incorporated in Pakistan under the Companies
Ordinance, 1984 and is quoted on the Karachi, Lahore and Islamabad Stock Exchanges.
The principal activity of the Company is Leather tanning, Manufacturing of Leather Garments
and export of Leather and Leather Garments.
2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2.1     Basis of preparation
These financial statements have been prepared in accordance with approved accounting
standards as applicable in Pakistan and the requirements of Companies Ordinance,
1984. Approved accounting standards comprise of such International Accounting
Standards 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 differ with the requirements
of these standards, the requirements of Companies Ordinance, 1984 or the requirements
of the said directives take precedence.
2.2     Accounting convention
These financial statements have been prepared under the historical cost convention.
2.3    Trade debts