| Berger Paints Pakistan Limited |
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| Annual
Report 1999 |
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| Contents |
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| Notice
of Meeting |
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| Chairman's
Review |
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| Directors'
Report |
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| Pattern
of Shareholdings |
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| Auditors' Report |
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| Balance Sheet |
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| Profit
and Loss Account |
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| Statement
of Changes in Equity |
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| Cash
Flow Statement |
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| Notes
to the Accounts |
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| Ten
Years at a Glance |
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| Statement
Under Section 237(1)(e) of the |
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| Companies
Ordinance 1984 |
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| Berger
DPI (Pvt) Ltd. -- Subsidiary Company. |
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| Directors'
Report |
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| Auditors' Report |
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| Balance Sheet |
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| Profit
and Loss Account |
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| Cash
Flow Statement |
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| Notes
to the Accounts |
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| Consolidated
Accounts of Berger and its Subsidiaries |
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| Auditors' Report |
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| Balance Sheet |
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| Profit
and Loss Account |
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| Statement
of Changes in Equity |
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| Cash
Flow Statement |
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| Notes
to the Accounts |
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| BOARD
OF D/RECTORS: |
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| KASSlM
DADA, Chairman |
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| DR.
MAHMOOD AHMAD, Managing Director |
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| SIKANDER
DADA |
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| MUHAMMAD
ALl KHOJA (Nominee of PICIC ) |
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| V.K. CHADDA |
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| C.H. CLOVER |
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| WILLIAM
ALFRED MORLEY |
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| M.
ABDUL WAHAB - Alternate to V.K. Chadda |
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| SYED
MOHAMMAD - Alternate to C. H. Clover |
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| SECRETARY |
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| SYED
MOHAMMAD |
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| BANKERS: |
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| Bank
Al-Falah Limited |
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| Faysal
Bank Limited |
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| Habib
Bank Limited |
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| National
Development Finance Corporation |
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| Pak-Kuwait
Investment Company (Pvt.) Ltd. |
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| United
Bank Ltd. |
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| AUDITORS: |
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| A.
F. FERGUSON & CO. |
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| SOLICITORS: |
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| Surridge
& Beecheno |
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| REGISTERED
OFFICE: |
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| D-31,
South Avenue, |
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| S.I.T.E., Karachi |
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| Phone:
2573711-22 (12 Lines) |
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| 2560896-8 |
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| Tele:
29009 VITON PK |
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| Telefax:
(9221) 2561069, 2562090 |
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| Notice
of Meeting |
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| NOTICE
IS HEREBY GIVEN that the forty-ninth Annual General Meeting
of Berger Paints Pakistan |
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| Limited
will be held on Tuesday, November 23, 1999 at 11:00 a.m. at the Overseas
Investors |
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| Chamber
of Commerce & Industry, Chamber of Commerce Building, Talpur Road,
Karachi to |
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| transact
the following business. |
|
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| ORDINARY
BUSINESS |
|
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| 1.
To consider the Audited Accounts of the Company for the year ended June 30,
1999 and |
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| Directors'
and Auditors' Report thereon. |
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| 2.
To consider and approve dividend at the rate of Rs. 2.50 per share (25%) for
the year ended |
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| June
30, 1999, as recommended by the Board. |
|
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| 3.
To appoint Auditors and fix their remuneration. |
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| September
27, 1999. |
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BY ORDER OF THE BOARD |
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|
|
|
| Registered
Office: |
|
SYED MOHAMMAD |
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| D-31,
South Avenue, |
|
Secretary |
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| S.I.T.E., |
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| Karachi. |
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| NOTES: |
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| 1.
The Share Transfer Books of the Company will remain closed from October 24,
1999 to |
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| October
31, 1999 (both days inclusive). |
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|
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| 2.
A member of the Company entitled to attend, speak and vote at the meeting may
appoint |
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| another
member as his/her proxy to attend, speak and vote on his/her behalf. The
complet- |
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| ed
proxy form must be received at the Registered Office of the Company not less
than 48 |
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| hours
before the meeting. |
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| Chairman's
Review |
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|
| I
am pleased in presenting a report on the performance of the Company during
the year ended |
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| June 30, 1999. |
|
|
| TRADING
RESULTS |
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| Inspite
of sluggish business conditions, your Company has been able to maintain
almost the same |
|
| level
of sales volume and value as last year. The Industrial and Automotive sectors
have regis- |
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| tered
a substantial increase both in volume and value. This growth has been
achieved by improv- |
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| ing
technical support and meeting customers' demand for quality products.
However, the demand |
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| for
Decorative products remained static during the period under review. The new
products espe- |
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| cially
timber coat & powder coating have been received favourably by the market. |
|
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| As
a result of effective cost control, better sales mix and introduction of new
products the Gross |
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| Profit
margin has shown a significant improvement as compared to last year. |
|
|
| The
profit after tax for the year was Rs. 16.9 million and your Board is pleased
to recommend a |
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| Cash
dividend of Rs. 2.50 per share. |
|
|
| EXCISE DUTY |
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| It
gives me great pleasure to inform you that pursuant to a decision dated March
19, 1991 of the |
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| Supreme
Court of Pakistan holding thinners exempt from excise duty, a sum of Rs. 7.35
million |
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| has
been received and accounted for during the year out of claim of Rs.18.1
million. Efforts are |
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| being
made for realisation of balance amount of the claim. |
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|
| YEAR
2000 COMPLIANCE |
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|
| You
will be pleased to know that your Company has satisfactorily achieved the
Year 2000 |
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| Compliance
in respect of operating system. |
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| GENERAL |
|
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| I
am pleased to inform you that the shareholding in Kashmir Paints Limited
(Formerly J&N |
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| Pakistan
Limited) was disposed off during the year, as approved in the Extraordinary
General |
|
| Meeting,
at a premium of Rs. 1/- per share. |
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| Industrial
relations remained satisfactory during the year and negotiations with CBA are
underway |
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| for
signing of Union agreement for next two years. |
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| FUTURE
PROSPECTS |
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| Pakistan's
economy is passing through a difficult phase, I believe that we can look
forward to future |
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| of
continuing expansion particularly in the field of Construction and Automotive
sector, for which |
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| your
Company is taking suitable measures to enhance its share in the market. The
Company is |
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| also
continuing its efforts for diversification and acquiring of latest
technology. |
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| I
take this opportunity to record my deep sense of appreciation for the efforts
put in by the staff at |
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| all
levels during the year. |
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| Karachi,
September 27, 1999. |
|
Chairman |
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|
|
| Directors'
Report |
|
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| The
Directors have pleasure in submitting their Report and Audited Accounts of
the Company for |
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| the
year ended June 30, 1999. |
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|
(Rupees in
thousand) |
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| Net
Profit for the year before providing |
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| for
taxation but after provision |
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|
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| has
been made for depreciation, is |
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|
28,241 |
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| Less: Taxation |
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| Current
-- for the year |
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|
11,000 |
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| -- for prior year |
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|
306 |
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| Deferred-for
the year |
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|
1,324 |
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| --for prior year |
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|
(1,289) |
11,341 |
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|
------------------ |
------------------ |
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| Profit after tax |
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|
16,900 |
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| Add:
Unappropriated Profit brought forward |
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|
9,981 |
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|
------------------ |
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| Amount
available for appropriation |
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|
26,881 |
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|
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| Proposed
Dividend @ Rs. 2.50 per share |
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|
7,709 |
|
| Transfer
to General Reserve |
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|
10,000 |
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|
------------------ |
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|
17,709 |
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|
------------------ |
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| Unappropriated
profit carried forward |
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|
9,172 |
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|
========== |
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| A
statement showing the pattern of holding of the shares held by shareholders
of Berger Paints |
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| Pakistan
Limited as at June 30, 1999 appears on Page No. 6. |
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| Consolidated
accounts of the company and its subsidiaries are annexed. |
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| The
audited accounts of a subsidiary, Berger DPI (Private) Limited for the year
ended June 30, |
|
| 1999
are attached. |
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| The
earning per share is Rs. 5.48 for the year (1998: Rs.14.20). |
|
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| The
Company's holding company is Slotrapid Limited which is incorporated in
United Kingdom. |
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| The
present auditors, A. F. Ferguson & Co., Chartered Accountants retire and
being eligible, offer |
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| themselves
for reappointment. |
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|
ON BEHALF OF THE BOARD |
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|
MAHMOOD AHMAD |
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| Karachi:
September 27, 1999. |
|
Chief Executive |
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|
|
|
| Pattern
of Shareholdings |
|
| as
at June 30, 1999 |
|
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| No. of |
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|
|
|
|
Total shares |
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| Shareholders |
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|
Shareholding |
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|
held |
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|
|
| 182 |
Holding from |
1 |
to |
100 |
Shares |
6,819 |
|
| 286 |
" |
" |
101 |
to |
500 |
" |
80,274 |
|
| 59 |
" |
" |
501 |
to |
1000 |
" |
33,094 |
|
| 81 |
" |
" |
1001 |
to |
5000 |
" |
167,963 |
|
| 8 |
" |
" |
5001 |
to |
10000 |
" |
64,365 |
|
| 1 |
" |
" |
10001 |
to |
15000 |
" |
10,928 |
|
| 2 |
" |
" |
15001 |
to |
20000 |
" |
34,605 |
|
| 1 |
" |
" |
30001 |
to |
35000 |
" |
30,792 |
|
| 1 |
" |
" |
65001 |
to |
70000 |
" |
135,476 |
|
| 2 |
" |
" |
70001 |
to |
75000 |
" |
143,431 |
|
| 2 |
" |
" |
75001 |
to |
80000 |
" |
153,147 |
|
| 2 |
" |
" |
85001 |
to |
90000 |
" |
87,206 |
|
| 1 |
" |
" |
95001 |
to |
100000 |
" |
95,553 |
|
| 1 |
" |
" |
110001 |
to |
115000 |
" |
112,123 |
|
| 1 |
" |
" |
175001 |
to |
180000 |
" |
167,040 |
|
| 1 |
" |
" |
210001 |
to |
215000 |
" |
212,960 |
|
| 1 |
" |
" |
1545001 |
to |
1550000 |
" |
1,547,619 |
|
| ------------------ |
|
|
|
------------------ |
|
| 632 |
|
|
|
|
|
3,083,395 |
|
| ========== |
|
|
|
========== |
|
|
| Categories
of Shareholding |
|
Number of |
Shares |
Percentage |
|
|
|
Shareholders |
held |
|
|
|
| Individuals |
|
618 |
917,856 |
29.77% |
|
| Investment
Companies |
|
1 |
32,552 |
1.06% |
|
| Insurance
Companies |
|
1 |
78,075 |
2.53% |
|
| Modaraba
Companies |
|
1 |
6,655 |
0.22% |
|
| Joint
Stock Companies |
|
1 |
15,306 |
0.50% |
|
| Others: |
|
|
| a)
Slotrapid Limited U.K. |
|
1 |
1,547,619 |
50.19% |
|
| b)
National Bank of Pakistan |
|
2 |
176,756 |
5.73% |
|
| c)
Pakistan Industrial Credit & |
|
|
| Investment
Corporation Ltd. |
|
1 |
212,960 |
6.90% |
|
| d) Companies |
|
6 |
95,616 |
3.10% |
|
|
|
------------------ |
------------------ |
------------------ |
|
|
|
632 |
3,083,395 |
100.00% |
|
|
========== |
========== |
========== |
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|
| Auditors'
Report to the Members |
|
|
| We
have audited the annexed balance sheet of Berger Paints Pakistan Limited as
at June 30, |
|
| 1999
and the related profit and loss account, statement of changes in equity and
cash flow |
|
| statement,
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 knowl- |
|
| edge
and belief were necessary for the purposes of our audit and, after due
verification there- |
|
| of,
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 account and are further in accordance with account- |
|
| ing
policies consistently applied; |
|
|
|
| (ii)
the expenditure incurred during the year was for the purposes 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
explana- |
|
| tions
given to us, the balance sheet, profit and loss account, statement of changes
in equity |
|
| and
cash flow statement together with the notes forming part thereof, give the
infor- |
|
| mation
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, |
|
| 1999
and of the profit, changes in equity and the cash flows for the year then
ended; and |
|
|
| (d)
in our opinion zakat deductible at source under the Zakat and Ushr Ordinance,
1980 was |
|
| deducted
by the company and deposited in the Central Zakat Fund established under sec- |
|
| tion
7 of that Ordinance. |
|
|
|
|
A.F. FERGUSON & CO. |
|
| Karachi:
October 6, 1999. |
|
Chartered Accountants |
|
|
|
|
| Balance
Sheet as at June 30, 1999 |
|
|
|
Note |
1999 |
1998 |
|
|
|
|
|
(Rupees in
thousand) |
|
|
|
|
| SHARE
CAPITAL AND RESERVES |
|
|
|
|
|
|
| Share capital |
|
|
|
| Authorised |
|
|
|
|
| 5,000,000
ordinary shares of Rs 10 each |
|
|
50,000 |
50,000 |
|
|
|
|
========== |
========== |
|
| Issued,
subscribed and paid - up |
|
|
3 |
30,834 |
30,834 |
|
| Reserves |
|
|
|
4 |
125,000 |
115,000 |
|
| Unappropriated
profit |
|
|
|
9,172 |
9,981 |
|
|
|
|
|
|
------------------ |
------------------ |
|
|
|
|
165,006 |
155,815 |
|
| SURPLUS
ON REVALUATION OF FIXED ASSETS |
|
5 |
43,779 |
43,779 |
|
| LONG-TERM
FINANCES |
|
|
6 |
14,500 |
48,243 |
|
|
|
|
|
|
| LIABILITIES
AGAINST ASSETS SUBJECT TO |
|
|
|
| FINANCE
LEASES |
|
7 |
4,792 |
9,782 |
|
| DEFERRED
TAXATION |
|
8 |
4,009 |
3,974 |
|
|
|
|
|
|
|
| CURRENT
LIABILITIES |
|
|
|
|
|
|
|
|
| Current
maturity of long-term finances |
|
6 |
11,000 |
19,750 |
|
| Current
maturity of liabilities against |
|
|
|
| assets
subject to finance leases |
|
7 |
7,451 |
6,965 |
|
| Short-term
finances |
|
9 |
20,000 |
35,000 |
|
| Running
finance under mark-up arrangements |
|
10 |
154,470 |
56,594 |
|
| Creditors,
accrued expenses and |
|
|
|
|
| other liabilities |
|
11 |
141,146 |
247,039 |
|
| Unclaimed
dividends |
|
|
401 |
228 |
|
| Proposed
dividend |
|
|
7,709 |
7,709 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
342,177 |
373,285 |
|
| CONTINGENCIES
AND COMMITMENTS |
|
12 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
574,263 |
634,878 |
|
|
|
|
========== |
========== |
|
|
|
|
| TANGIBLE
FIXED ASSETS |
|
|
|
|
|
|
|
| Operating
fixed assets |
|
13 |
85,183 |
84,323 |
|
| Capital
work-in-progress |
|
14 |
543 |
438 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
85,726 |
84,761 |
|
|
|
|
|
|
| LONG-TERM
INVESTMENTS |
|
15 |
2,550 |
3,500 |
|
| LONG-TERM
LOANS AND ADVANCES |
|
16 |
5,877 |
4,542 |
|
| LONG-TERM
DEPOSITS |
|
|
3,324 |
3,276 |
|
|
|
|
|
|
|
| CURRENT
ASSETS |
|
|
|
|
|
|
|
|
| Stores
[including items in transit Rs Nil |
|
|
5,794 |
5,498 |
|
| (1998:
Rs 0.768 million)] |
|
|
|
|
|
|
|
|
| Stocks |
|
17 |
164,929 |
149,503 |
|
| Trade debts |
|
18 |
181,846 |
263,741 |
|
| Loans
and advances |
|
19 |
6,180 |
4,569 |
|
| Trade
deposits and short - term prepayments |
|
20 |
4,396 |
3,625 |
|
| Other
receivables |
|
21 |
34,913 |
28,395 |
|
| Short-term
investments |
|
22 |
5,000 |
5,000 |
|
| Income
tax refundable |
|
|
40,537 |
39,520 |
|
| Cash
and bank balances |
|
23 |
33,191 |
38,948 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
476,786 |
538,799 |
|
|
|
|
------------------ |
------------------ |
|
|
574,263 |
634,878 |
|
|
|
|
========== |
========== |
|
| The
annexed notes form an integral part of these accounts. |
|
|
|
MAHMOOD AHMAD |
|
SIKANDER DADA |
|
|
Chief Executive |
|
Director |
|
|
|
| Profit
and Loss Account |
|
| for
the year ended June 30, 1999 |
|
|
|
Note |
1999 |
1998 |
|
|
|
|
|
(Rupees in
thousand) |
|
|
|
|
| Sales |
|
24 |
709,886 |
732,687 |
|
| Cost
of goods sold |
|
25 |
538,164 |
598,275 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
171,722 |
134,412 |
|
| Selling
and administration expenses |
|
26 |
124,483 |
118,452 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
47,239 |
15,960 |
|
| Other income |
|
27 |
19,285 |
78,652 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
66,524 |
94,612 |
|
|
|
|
------------------ |
------------------ |
|
| Financial
charges |
|
28 |
36,205 |
36,057 |
|
| Other charges |
|
29 |
2,078 |
4,728 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
38,283 |
40,785 |
|
|
|
|
------------------ |
------------------ |
|
| Profit
before taxation |
|
|
28,241 |
53,827 |
|
|
|
|
|
|
| Taxation |
|
|
|
|
| Current
- for the year |
|
|
11,000 |
4,922 |
|
| - for prior years |
|
|
306 |
1,440 |
|
| Deferred
- for the year |
|
|
1,324 |
3,692 |
|
| - for prior years |
|
|
(1,289) |
-- |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
11,341 |
10,054 |
|
|
|
|
------------------ |
------------------ |
|
| Profit
after taxation |
|
|
16,900 |
43,773 |
|
| Unappropriated
profit brought forward |
|
|
9,981 |
3,917 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
26,881 |
47,690 |
