| Allied Motors Limited |
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| Annual Report 1999 |
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| CONTENTS |
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| Company Information |
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|
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| Notice of Meeting |
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| Director's Report |
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| Auditor's Report |
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| Balance Sheet |
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| Profit & Loss Account |
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|
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| Statement
of Changes in Financial Position |
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| Notes to the Accounts |
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| COMPANY
INFORMATION |
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| BOARD OF DIRECTORS |
|
|
| K. Asif Rahman |
Chairman & Chief
Executive |
|
| Anver Majid |
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| Samir Ahmed |
|
| (Nominee of NIT) |
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|
| Farouk Majid |
|
| P. K. Shahani |
|
| Fazlur Rahman |
|
| Kamal Mahmood |
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| COMPANY SECRETARY |
|
| Asif Mahmood |
|
|
| AUDITORS |
|
| Nasir Jawaid & Co. |
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| Chartered Accountants |
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| 27-B Writers Chamber |
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| Mumtaz Hassan Road, |
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| Karachi. |
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| REGISTERED OFFICE |
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| D-1
68, Sindh Industrial Trading Estate |
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| Haroonabad |
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| Karachi-75700 |
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| FACTORY |
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| Plot
Nos. AI-A50 Hub Industrial Trading Estate |
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| Hub,
District Lasbela (Balochistan) |
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| REGISTRARS |
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| Gangjees
Investment & Finance Consultants |
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| 513,
Clifton Centre, Khayabvan-e-Roomi, Block-5, |
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| Clifton, Karachi-756000 |
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| NOTICE OF MEETING |
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| NOTICE
is hereby given that the seventeenth Annual General Meeting of the
Shareholders of Allied |
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| Motors
Limited will be held on Tuesday, December 21, 1999 at 12:00 Noon at the
Registered office of |
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| the
Company, situated at D-168, S.I.T.E., Haroonabad, Karachi to transact the
following business. |
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|
| 1.
To confirm the Minutes of the sixteenth Annual General Meeting held on
Decmber 28, 1998. |
|
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| 2.
To receive, consider and adopt the Audited Accounts of the Company for the
year ended June |
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| 30,
1999. Together with the Director's and Auditor's Report thereon. |
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| 3.
To appoint Auditors of the Company for the year 1999-2000 and to fix their
remuneration. The |
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| present
Auditors Nasir Jawaid & Company Chartered Accountants retire and, being
eligible, offer |
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| themselves for reappointment. |
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|
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| 4. To transact any other ordinary business
of the Company with the permission of the Chair. |
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|
By ORDER OF THE BOARD |
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|
Asif Mahmood |
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| Dated:
Karachi November 28, 1999 |
|
Company Secretary |
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|
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| NOTES: |
|
| 1.
The Share Transfer Book of the Company will remain closed from December 8,
1999 through |
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| December
21, 1999 (both days inclusive) |
|
|
| 2.
A member eligible to attend and vote at the Meeting may appoint another
Member as his-her |
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| proxy to attend and vote instead of
him/her. Proxies in order to be effective must be received by |
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| the Company at its Registered Office not
later than 48 hour before the time of holding the |
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| Meeting. |
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| 3.
Shareholders are requested to immediately notify change of address, if any,
to our Registrar, |
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| Gangjees
Investment & Finance Consultants 513, Clifton Centre, Khayaban-e-Roomi,
Block-5, |
|
| Clifton, Karachi-75600. |
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|
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|
| DIRECTORS'
REPORT |
|
|
| Your
Directors welcome you to the seventeen Annual General Meeting and place
before you the Annual |
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| Report
together with the Audited Accounts of the Company for the year ended June 30,
1999 |
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|
| FINANCIAL RESULTS |
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| The
Financial results are summarized as under: |
|
|
|
|
'(Rs. 000) |
|
|
|
1999 |
1998 |
|
|
|
|
| Net Sales |
|
14,326 |
4,857 |
|
| Gross Profit / (Loss) |
|
(1,043) |
(2,616) |
|
| Operating Profit/ (Loss) |
|
(5,061) |
(9,260) |
|
| Profit / (Loss) Before Tax |
|
(2,851) |
(8,861) |
|
| Profit / (Loss) After Tax |
|
(2,929) |
(12,921) |
|
| Unappropriated Profit /
(Loss) |
|
(149,880) |
(162,801 ) |
|
| Accumulated Profit / (Loss) |
|
(152,809) |
(149,880) |
|
|
| During
the year under review, the Company sold 96 units of small horse power
Tractors from the left |
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| over
inventory, under the brand name of "Allied -- 35". The total
tractor industry sales was approxi- |
|
| mately
26,000 units including 96 units of small horse power tractors which were sold
by your Company. |
|
|
| Between
the last Directors' Report and during the financial year under review, there
has been no mate- |
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| rial
changes and commitments affecting the financial position of the Company. |
|
|
| There
have been no changes that have occurred during the financial year concerning
the nature of |
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| business of the Company. |
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|
| AUDITORS,
OBSERVATIONS |
|
|
| Auditors
observation in para 2 of the Auditors' report to the Members, it is stated
that: |
|
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| The
management is concerned about the future of your company and it is actively
engaged in its |
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| reactivation.
The Company's property is free from all encumbrances. Further, the management
consid- |
|
| ers
that' at present the assets and liabilities do not require any adjustment or
reclassification since |
|
| efforts
are being made to reactivate the operation. |
|
|
| Auditors'
comments in paragraph 3 of their Report to the Members. It is stated that
your Directors |
|
| consider
the tangible fixed assets, loose tools, stock-in-trade as good and
realisable. The investment of |
|
| Rs.
5 million in Polymer & Precision Engineers (Pvt) Limited, which have now
started yielding returns |
|
| and
should in the opinion of your directors start yielding tangible returns. |
|
|
| FUTURE OUT LOOK |
|
|
| As
you are well aware the country's overall economic scenario remain grim as
such there has been no |
|
| significant
progress in our various options, and contacts with world wide Tractor
manufactures. How- |
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| ever,
the management is quite hopeful for the company's turn around due to some
positive response |
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| from
couple of Tractors manufacturers of European origin. |
|
|
| In
view of the recent changes committed to business friendly environment in the
country, your management |
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| looks
forward to improved economic condition enabling your company to take
advantage of these to your entire |
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| satisfaction. |
|
|
| YEAR
2000 COMPLIANCE OF COMPUTER SYSTEM |
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| As
the millennium approaches, we know there is a mandatory Y2K problems which
affects most computer |
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| operating
systems including microchips and software programs that records the year
using only the last two |
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| digits. |
|
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| Like
other we will also get affected by Y2K problem. However, our software are not
developed in the earlier |
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| generation
language like assembly or Cobol. We do not face any problems of the same
quantum. We are in PC |
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| environment
under Novel NetWare 3.12 using FoxPro 2.6. This software allows the use of a
command such as |
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| "Set
century on" which would to a great extent take care of the problem.
Allied Motors Limited, is fully committed |
|
| to beating the millennium
bug. |
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|
| PATTERN
OF SHAREHOLDING |
|
|
| the
pattern of shareholding is attached. |
|
|
| The
management would like to place on record its appreciation of the work of
senior management executives and |
|
| other
members of the staff without whose unstinted support it would not have been
possible to continue the |
|
| Company's operations. |
|
|
FOR AND ON BEHALF OF THE
BOARD |
|
|
|
|
|
|
|
K. ASIF RAHMAN |
|
| Dated:
Karachi, November 4, 1999 |
|
Chairman |
|
|
|
|
| PATTERN
OF SHAREHOLDING |
|
| Pattern
of Holding of Shares held by the |
|
| Shareholders
as at June 30, 1999 |
|
|
| NO. OF |
SHARE HOLDING |
TOTAL SHARES |
|
| SHAREHOLDERS |
FROM |
TO |
HELD |
|
| 746 |
1 |
100 |
72,007 |
|
| 507 |
101 |
500 |
116,374 |
|
| 78 |
501 |
1000 |
69,610 |
|
| 136 |
1001 |
5000 |
329,019 |
|
| 15 |
5001 |
10000 |
101,930 |
|
| 9 |
10001 |
15000 |
107,998 |
|
| 4 |
15001 |
20000 |
69,064 |
|
| 2 |
20001 |
25000 |
45,999 |
|
| 2 |
25001 |
30000 |
55 066 |
|
| 1 |
30001 |
35000 |
32 600 |
|
| 2 |
40001 |
45000 |
85 899 |
|
| 1 |
60001 |
65000 |
60.83 |
|
| 1 |
70001 |
75000 |
70.83 |
|
| 1 |
100001 |
105000 |
103. 200 |
|
| 1 |
210001 |
215000 |
211 028 |
|
| 1 |
260001 |
265000 |
263 900 |
|
| 1 |
690001 |
695000 |
691 094 |
|
| 1 |
880001 |
885000 |
882,400 |
|
| 1 |
1105001 |
1110000 |
1,108,906 |
|
| 1 |
1825001 |
1830000 |
1,828,500 |
|
| 1 |
2690001 |
2695000 |
2,693,740 |
|
| ------------------- |
------------------- |
------------------- |
------------------- |
|
| 1,51 2 |
|
9,000,000 |
|
| =========== |
=========== |
=========== |
=========== |
|
|
|
| CATEGORIES
OF SHAREHOLDERS AS AT JUNE 30, 1999 |
|
|
| CATEGORIES
OF SHAREHOLDERS |
NUMBER |
SHARES HELD |
PERCENTAGE |
|
|
| Joint Stock Companies |
|
4 |
4,493,906 |
4,993 |
|
| C D C |
|
1 |
211,028 |
235 |
|
| Financial Institutions |
|
3 |
2,781,733 |
3,091 |
|
| Holding Companies |
|
0 |
0 |
0 |
|
| Modaraba Companies |
|
0 |
0 |
0 |
|
| Insurance Companies |
|
3 |
1 64,199 |
182 |
|
| Investment Companies |
|
1 |
263,900 |
293 |
|
| Individuals |
|
1500 |
1,085,234 |
1,206 |
|
| Associated Companies |
|
0 |
0 |
0 |
|
| Foreign Investors |
|
0 |
0 |
0 |
|
| Others |
|
0 |
0 |
0 |
|
|
------------------- |
------------------- |
------------------- |
|
|
1512 |
9,000,000 |
10,000 |
|
|
=========== |
=========== |
=========== |
|
|
| REVISED
PATTERN OF SHAREHOLDING |
|
| Pattern
of Holding of Shares held by the |
|
| Shareholders
as at June 30, 1999 |
|
|
|
| NO. OF |
SHARE HOLDING |
TOTAL SHARES |
|
| SHAREHOLDERS |
FROM |
TO |
HELD |
|
| 746 |
1 |
100 |
72,007 |
|
| 522 |
101 |
500 |
123,637 |
|
| 99 |
501 |
1000 |
90, 110 |
|
| 161 |
1001 |
5000 |
399,485 |
|
| 20 |
5001 |
10000 |
136, 130 |
|
| 9 |
10001 |
15000 |
107,998 |
|
| 6 |
15001 |
20000 |
104, 164 |
|
| 2 |
20001 |
25000 |
45,999 |
|
| 2 |
25001 |
30000 |
55,066 |
|
| 1 |
30001 |
35000 |
32,600 |
|
| 2 |
40001 |
45000 |
85,899 |
|
| 1 |
60001 |
65000 |
60,833 |
|
| 1 |
70001 |
75000 |
70,833 |
|
| 1 |
100001 |
105000 |
103,200 |
|
| 1 |
305001 |
310000 |
307,399 |
|
| 1 |
690001 |
695000 |
691,094 |
|
| 1 |
880001 |
885000 |
882,400 |
|
| 1 |
1105001 |
1110000 |
1,108,906 |
|
| 1 |
1825001 |
1830000 |
1,828,500 |
|
| 1 |
2690001 |
2695000 |
2,693,740 |
|
| ------------------- |
------------------- |
------------------- |
------------------- |
|
| 1,579 |
|
9,000,000 |
|
| =========== |
=========== |
=========== |
=========== |
|
|
|
| CATEGORIES
OF SHAREHOLDERS AS AT JUNE 30, 1999 |
|
|
| CATEGORIES
OF SHAREHOLDERS |
NUMBER |
SHARES HELD |
PERCENTAGE |
|
|
| Joint Stock Companies |
|
4 |
4,493,906 |
49.93 |
|
| Financial Institutions |
|
3 |
2,781,733 |
30.91 |
|
| Holding Companies |
|
0 |
0 |
0.00 |
|
| Modaraba Companies |
|
0 |
0 |
0.00 |
|
| Insurance Companies |
|
3 |
164,199 |
1.82 |
|
| Investment Companies |
|
5 |
329,299 |
3.66 |
|
| Individuals |
|
1564 |
1,230,863 |
13.68 |
|
| Associated Companies |
|
0 |
0 |
0.00 |
|
| Foreign Investors |
|
0 |
0 |
0.00 |
|
| Others |
|
0 |
0 |
0.00 |
|
|
------------------- |
------------------- |
------------------- |
|
|
1579 |
9,000,000 |
10,000 |
|
|
=========== |
=========== |
=========== |
|
|
|
| AUDITOR'S
REPORT TO THE MEMBERS |
|
|
| 1.
We have audited the annexed balance sheet of Allied Motors Limited as at June
30, 1999 and the |
|
| related
profit and loss account and statement of changes in financial position (cash
flow state- |
|
| ment),
together with the notes forming part thereof, for the year then ended. |
|
|
|
|
| 2.
The closure of the factory and the "Ford" group of companies
withdraw from and termination of |
|
| its
franchise agreement alongwith operating loss of Rs. 5.061 million and a
carried forward net |
|
| loss
of Rs. 152.809 million as at June 30, 1999 raise substantial doubt that the
company will be |
|
| able
to continue as a going concern and may be unable to realise its assets and
discharge its |
|
| liabilities
in the normal course of business. Consequently adjustment may be required to
the |
|
| recorded
asset amounts or to the amounts and classification of liabilities. The
financial state- |
|
| ments
(and notes thereto) do not disclose this fact. |
|
|
|
|
| 3.
We have been unable to satisfy ourselves as to, the realisable value of
tangible fixed assets, the |
|
| net
realisable value of loose tools, stock-in-trade (see also note 14) and an
amount of Rs. 5 |
|
| million
in respect of investment, against which no provisions have made. |
|
|
|
|
| 4.
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 and, after due
verification |
|
| thereof, 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 agree- |
|
| ment
with the books of account and are further in accordance with accounting |
|
| policies consistently
applies; |
|
|
|
| (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
wee in accordance with the objects of the company; |
|
|
| (c)
in our opinion, except for the omission of the information referred to in 2
above and subject |
|
| to the matters stated in 3 above, to the
best of our information and according to the |
|
| explanations given to us, the balance
sheet, profit and loss account and the statement of |
|
| changes in financial position (cash flow
statement), together with the notes forming part |
|
| thereof given the information required by
the Companies Ordinance, 1984, in the manner so |
|
| .
required and respectively give a true and fair view of the company's affairs
as at June 30, |
|
| 1999 and of the loss and the statements of
changes in .financial position (cash flow state- |
|
| ment) for the year then ended; and |
|
|
| (d)
in our opinion no Zakat was deductible at source under the Zakat and Ushr
Ordinance, 1980 |
|
|
| Karachi |
|
|
Nasir Jawaid &
Company |
|
| Dated: November 4, 1999 |
|
|
Chartered Accountants |
|
|
|
|
| BALANCE SHEET |
|
| As at June 30, 1 999 |
|
|
|
Notes |
1999 |
1998 |
|
|
|
|
Rs.000 |
Rs.000 |
|
| Capital & Liabilities |
|
| AUTHORISED
SHARE CAPITAL |
|
|
| 21,800,000
Ordinary Shares of Rs. 10/- each |
|
218,000 |
218,000 |
|
|
|
|
=========== |
=========== |
|
| Issued,
Subscribed & Paid-up Capital |
|
3 |
90,000 |
90,000 |
|
|
| Reserves |
|
| Capital |
|
4 |
86,194 |
86,194 |
|
| Revenue |
|
5 |
(142,909) |
(139,980) |
|
|
------------------- |
------------------- |
|
|
|
(56,715) |
(53,786) |
|
|
------------------- |
------------------- |
|
|
|
33,285 |
36,214 |
|
|
| CURRENT LIABILITIES |
|
| Short Term finance |
|
6 |
-- |
8,228 |
|
| Due to Associated Companies |
|
7 |
23,045 |
19,156 |
|
| Creditors,
accrued Expenses & Other Liabilities |
|
8 |
5,081 |
5,995 |
|
|
|
|
------------------- |
------------------- |
|
|
|
28,126 |
33,379 |
|
| CONTINGENCIES |
|
|
9 |
-- |
-- |
|
|
------------------- |
------------------- |
|
|
|
61,411 |
69,593 |
|
|
|
=========== |
=========== |
|
|
| Property & Assets |
|
|
|
| FIXED ASSETS ~ TANGIBLE |
|
| Operating Fixed Assets - Net |
|
10 |
29,614 |
31939 |
|
| Other |
|
11 |
9,482 |
9,482 |
|
|
|
|
------------------- |
------------------- |
|
|
|
|
39,096 |
41,421 |
|
|
| LONG TERM INVESTMENTS |
|
12 |
5,000 |
5,000 |
|
|
| CURRENT ASSETS |
|
| Loose tools |
|
13 |
393 |
437 |
|
| Stock - in - trade |
|
14 |
12,576 |
22,045 |
|
| Trade Receivable |
|
15 |
620 |
|
| Deposits,
Prepayments & other receivables |
|
16 |
932 |
592 |
|
| Cash & Bank Balances |
|
17 |
2,794 |
98 |
|
|
|
|
------------------- |
------------------- |
|
|
|
|
17,315 |
23,172 |
|
|
------------------- |
------------------- |
|
|
|
61,411 |
69,593 |
|
|
=========== |
=========== |
|
| The
annexed notes form part of these accounts. |
|
| The
auditors' report is annexed hereto. |
|
|
| K. ASlF RAHMAN |
|
P.K. SHAHANI |
|
| Chief Executive |
|
Director |
|
|
|
| PROFIT
& LOSS ACCOUNT |
|
| For
the year ended June 30, 1999 |
|
|
|
Notes |
1999 |
1998 |
|
|
|
Rs.000 |
Rs.000 |
|
|
| Sales |
|
18 |
14,326 |
4,857 |
|
| Cost of Sales |
|
19 |
15,369 |
7,473 |
|
|
|
|
------------------- |
------------------- |
|
| Gross Profit |
|
|
(1,043) |
(2,616) |
|
|
|
|
| Selling,
Distribution, Administration |
|
| and General expenses |
|
20 |
(2,665) |
(3,493) |
|
| Financial charges |
|
21 |
(1,353) |
(3,1 51) |
|
|
|
|
------------------- |
------------------- |
|
|
|
|
(4,018) |
(6,644) |
|
|
|
|
|
| Operating Loss |
|
|
(5,061) |
(9,260) |
|
|
| Other Income |
|
22 |
1,860 |
417 |
|
|
|
|
------------------- |
------------------- |
|
| Loss
for the year before taxation |
|
|
(3,201) |
(8,843) |
|
| Prior period items |
|
23 |
350 |
(18) |
|
|
|
|
------------------- |
------------------- |
|
|
|
|
(2,851) |
(8,861) |
|
| Taxation |
|
24 |
78 |
21,782 |
|
|
|
|
------------------- |
------------------- |
|
| Profit/(Loss) after Taxation |
|
|
(2,929) |
12,921 |
|
| Loss Brought Forward |
|
|
(149,880) |
(1 62,801) |
|
|
|
|
------------------- |
------------------- |
|
|
|
(1 52,809) |
(149,880) |
|
|
=========== |
=========== |
|
| K. ASIF RAHIVlAN |
|
P.K. SHAHANI |
|
| Chief Executive |
|
Director |
|
|
|
| STATEMENT
OF CHANGES IN FINANCIAL POSITION |
|
| (Cash Flow Statements) |
|
| For
the year ended June 30, 1999 |
|
|
1999 |
1998 |
|
|
|
|
Rs.000 |
Rs.000 |
|
|
|
|
|
|
| CASH
FLOWS FROM OPERATING ACTIVITIES |
|
|
| Funds
provided from operations |
|
| Profit/(loss) after taxation |
|
|
(2,929) |
12,921 |
|
|
|
| Adjustment
for items not involving movement of funds: |
|
| Depreciation |
|
|
1,948 |
2,224 |
|
| Gain on sale of fixed assets |
|
|
(1,693) |
(251) |
|
|
|
|
------------------- |
------------------- |
|
|
|
|
255 |
1,973 |
|
|
|
|
------------------- |
------------------- |
|
|
|
|
(2,674) |
14,894 |
|
| Working capital changes |
|
|
| (increase)
/ decrease in current assets |
|
| Loose tools |
|
|
44 |
48 |
|
| Stock-in-trade |
|
|
9,469 |
2,937 |
|
| Advances |
|
|
(620) |
12 |
|
| Due
from associated companies |
|
|
-- |
258 |
|
| Deposits and prepayments |
|
|
(340) |
(361) |
|
| Other receivables |
|
|
-- |
33 |
|
|
|
|
------------------- |
------------------- |
|
| Increase
/ (decrease) in current liabilities |
|
|
8,553 |
2,927 |
|
| Short term finance |
|
|
(8,228) |
494 |
|
| Due to associated companies |
|
|
3,889 |
1,783 |
|
| Creditors,
Accrued expenses and other liabilities |
|
|
(914) |
(20,233) |
|
|
|
|
------------------- |
------------------- |
|
|
|
|
(5,253) |
(17,956) |
|
|
------------------- |
------------------- |
|
|
|
626 |
(135) |
|
| CASH
FLOWS INVESTING ACTIVITIES |
|
|
| Capital expenditure |
|
|
(23) |
(150) |
|
| Sale proceeds of fixed assets |
|
|
2,093 |
260 |
|
|
|
|
------------------- |
|