| Mirza Sugar Mills Limited |
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| Annual
Report 1999 |
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| CONTENTS |
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| Company
Information |
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| Notice
of Annual General Meeting |
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| Directors'
Report |
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| Auditors'
Report |
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| Pattern
of Share Holding |
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| Balance Sheet |
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| Profit
and Loss Account |
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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: |
DR. MRS. FEHMIDA MIRZA --
Chairperson & Chief Executive |
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|
MIR GHULAMULLAH TALPUR |
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MR. ARSHAD ABID ABBASI |
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MS. FAREHA ABID KAZI |
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MIR FURQAN ALI TALPUR |
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MIRZA SAULAT RAZA |
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|
MR. GUL NAWAZ (NIT) |
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| SECRETARY: |
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MR. ALI BHAI MORKAS |
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| AUDITORS: |
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M/S. RAHIM IQBAL RAFIQ
& CO. |
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(CHARTERED ACCOUNTANTS) |
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M/S. RAHMAN SARFARAZ
& CO. |
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|
(CHARTERED ACCOUNTANTS) |
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| BANKERS
TO THE COMPANY: |
HABIB BANK LIMITED |
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MUSLIM COMMERCIAL BANK
LTD. |
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ALLIED BANK OF PAKISTAN
LIMITED |
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NATIONAL BANK OF PAKISTAN |
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GULF COMMERCIAL BANK LTD. |
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| LEGAL
ADVISOR: |
MR. GHULAM QADIR ZARGAR |
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| REGISTERED
OFFICE: |
10TH FLOOR, PORTION 'B', |
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LAKSON SQUARE, BUILDING
NO.1, |
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SARWAR SHAHEED ROAD, |
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KARACHI. |
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| MILLS: |
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DEH CHHARO, TAPPO LOWARI
SHARIFF |
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DISTRICT BADIN |
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SINDH |
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| NOTICE
OF ANNUAL GENERAL MEETING |
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| Notice
is hereby given that the 9th & 10th Annual General Meetings of the
Company, will be held |
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| on
Tuesday, March 28th, 2000, at 12.00 noon at Raffia Choudri Memorial Centre,
Ground Floor, |
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| Sidco
Avenue Centre, 264 R.A. Lines, Karachi to transact the following business: |
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| 1.
To confirm the minutes of the 8th Annual General Meeting of the company held
on March |
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| 28,
1998, and Extra-ordinary General Meeting of the Company held on December 18,
1999. |
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|
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| 2.
To receive, consider and adopt the Annual Audited Accounts alongwith the
Directors' and |
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| Auditors'
Reports of the Company for the year ended September 30, 1998 & September
30, 1999. |
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|
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| 3.
To appoint Auditors of the Company for the year ending September 30, 2000 and
fix their |
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| remuneration.
The retiring joint auditors M/s. Rahim Iqbal Rafiq & Co. and Rahman
Sarfaraz & |
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| Co.,
Chartered Accountants, being eligible, have offered themselves for
re-appointment. |
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| 4.
Any other business with the permission of the Chair. |
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By Order of the Board, |
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| Karachi:
March 06, 2000 |
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Company Secretary |
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| NOTES |
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| 1.
The shares transfer book of the Company will remain closed and no transfer of
shares will be |
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| accepted
for registration from March 19, 2000 to March 28, 2000 (both days inclusive). |
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| 2.
A member entitled to attend and vote at the Annual General Meetings is
entitled to appoint a |
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| proxy
to attend and vote on his behalf. |
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| 3.
Form of Proxies in order to be valid, must be received at the Registered
office of the Company |
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| 48
hours before the Scheduled time of Meeting. A proxy must be a member of the
Company. |
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| 4.
Shareholders are requested to notify any change in address immediately. |
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| DIRECTORS'
REPORT |
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| We
congratulate the shareholders that the management of the company has been
entrusted with them by the Order |
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| of
the Supreme Court of Pakistan and on behalf of the Directors, it is my
pleasure to welcome you to the 9th Annual |
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| General
Meeting of the Company. It is my privileged honor to present you the
financial and operating results along |
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| with
the audited accounts for the year ended September 30, 1998. |
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| APPOINTMENT
OF RECEIVER |
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| During
the year the bank accounts of the Company were made inoperative and the
assets of the Company were |
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| frozen
by the Order of the Honourable Lahore High Court (Ehtesab Bench) on April 28,
1998. |
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| An
appeal was made against this order in which affects of this order on the
shareholders and the cane growers of |
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| the
area were submitted to the court, as a result the Receiver was appointed vide
order dated 21.7.1998. The order |
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| said,
"Receiver is directed to take over the management and control of the
Mills. All financial responsibilities shall |
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| be
incurred and discharged under his signatures. He will also be responsible for
operating all accounts, dealing |
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| with
all departments and persons till further orders." |
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| Mr.
Aftab Ahmed, Senior Vice President of NDFC, took charge of the Mills as
Receiver on August 21,1998. |
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| PERFORMANCE
REVIEW |
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| Operating
results of your company are as under:- |
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1997-98 |
1996-97 |
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| Season started |
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|
07-11-79 |
10.11.96 |
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| Season Closed |
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|
10-04-98 |
8.04.97 |
|
| Days worked |
|
|
155 |
150 |
|
| Sugar
Cane Crushing |
(Tons) |
|
414,156 |
295,388 |
|
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|
(Mounds) |
|
11,096,152 |
7,914,085 |
|
| Sugar Recovery |
|
(%) |
|
10.90 |
10.853 |
|
| Sugar
Production |
(Tons) |
|
37,225 |
32,077 |
|
| Molasses
Recovery |
(%) |
|
4.86 |
5.033 |
|
| Molasses
Production |
(Tons) |
|
20,080 |
14,872 |
|
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|
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| The
crushing season 1997-98 did not remain free from uncertain conditions and
unforeseen rattling problems of |
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| last
year. Situation aggravated further due to devaluation, escalation and
imprudent adhoc sugar policy of Federal |
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| Government
and unethical and economically ill advised provincial levies. Cane support
price alone was enhanced |
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| from
Rs. 24.50 in 1996-97 to Rs. 36.00 per 40Kg (a percentage-wise increase of
46.94%) and increase in the rate of |
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| Quality
Premium was also not in line or balance with the average mill gate sale price
of sugar obtained to compensate |
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| the
farmer for excess sugar produced over and above the bench mark of sugar
recovery (8.7%) Installed crushing |
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| capacity
of each mill in Sindh Zone remained under-utilized because of ill advised and
unplanned increase in |
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| crushing
capacity both horizontally and vertically. Besides the total cost of sugar
production, the total quantity of |
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| sugar
in the country has now become important to study by the policy makers. Sugar
production target for domestic |
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| consumption
has been achieved. The surplus sugar production will ruin the total economics
of Sugar Industry both |
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| for
producers and processors. Requirement of sugar quantity in international
market and the vagaries of the |
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| international
market visa vis the price of sugar internationally obtainable as against our
own cost of sugar has to |
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| be
studied, lowered and controlled to be competitive also in price, without
which over production of sugar would |
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| be suicidal. |
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| Actual
sugar cane crushed during the year in Sindh Zone was higher by 3.54 million
tons (34.30%) due to increase |
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| in
cultivated area under sugar cane from 247,988 to 261,586 hectares. Crushing
average per mill during the year |
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| works
out to 513,086 tons. Effective total installed crushing capacity of the sugar
mills in Sindh Zone is around |
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| 21.91
million tons against which only 13.85 million tons of cane being available
was crushed. This factor alone |
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| reduced
the capacity utilization in Sindh to 63.23%. Sugar Mills were under pressure
of competition to secure the |
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| required
sugar cane. This compelled the Mills to accept and to pay more even for
banned varieties of Sugar Cane. |
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| In
spite of the trubulent and untold difficulties, your company because of full
cooperation of sincere and dedicated |
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| working
staff and above all with the Blessings and Guidance of ALLAH the Merciful and
Beneficent, made good |
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| progress.
Reasons for comparatively less profit are obvious as mentioned above which is
mainly due to higher cost |
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| 'and
less sugar price, based on the principle of Demand and Supply. The uncertain
condition which prevailed after |
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| the
Mill was sealed is also one of the major factor as the growers were not so
much enthusiastic/reluctant in supply |
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| of
sugar cane. A substantial amount of Rs. 46,700,595/- was as such provided as
Provision for Doubtful Debts, |
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| which
further aggravated the loss. |
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| FINANCIAL
RESULTS |
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|
1997-98 |
1996-97 |
|
|
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| Loss
for the year |
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|
(59,687,803) |
(60,251,617) |
|
| Taxation |
|
|
-- |
(2,956,887) |
|
|
|
|
|
|
|
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|
(59,687,803) |
(63,208,504) |
|
| Provision
for doubtful debts |
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|
(46,700,595) |
(36,927,866) |
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|
------------------ |
------------------ |
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|
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|
(106,388,398) |
(100,136,370) |
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| Accumulated
Loss brought forward |
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|
(120,532,062) |
(20,395,692) |
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|
------------------ |
------------------ |
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| Accumulated
loss carried forward |
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|
(226,920,460) |
(120,532,062) |
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|
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|
========== |
========== |
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| SEASON
1998-99 |
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| The
season was operated by the Receiver. We are conducting the Annual General
Meeting (AGM) of the financial |
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| year
ended September 30, 1999 also in the current AGM, as such a detailed review
is available in the Directors |
|
| Report
for the year ended September 30, 1999, which is being circulated
simultaneously, with accounts. |
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|
| AUDIT
REPORT |
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| The
auditors have qualified Auditors' Report to the Members, we have taken
cognizance of their apprehensions |
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| and
are trying to address the points raised by them in the best interest of the
company, parawise assertion to their |
|
| qualifications
are as follows:- |
|
|
| a)
Company is passing through a very difficult period, however, all efforts
humanly possible are being |
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| invested
to make the entity into a viable economic unit. In the subsequent period
ended September |
|
| 30,
1999, the company has salvaged its image to some extent, and efforts to
further augment its |
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| financial
health are under way; |
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|
|
|
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| b)
Negotiations with PICIC have been completed subsequently, the subject mark-up
of Rs. 31.38 million, |
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| has
been frozen by PICIC for the time being. It would however be revived if we
default in the |
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| rescheduled
loan payments. Letter of confirmation from PICIC is still awaited, however
subsequently |
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| a
down payment of Rs. 20 million has been made by your company; |
|
|
| c)
The requirement of Section 245 of the Companies Ordinance, 1984 regarding
Half Yearly Accounts, |
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| could
not be fulfilled by the Directors as the Company was under the Receivers; |
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|
|
|
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| d)
Out of the stock of Rs. 46.065 million, stocks amounting to Rs. 14.750
million, has been lifted |
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| subsequently,
further stock would be lifted on availability of transport; |
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|
|
|
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| e)
Provision for doubtful advances have not been provided, since efforts for
recovery have been |
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| intensified,
and growers have shown willingness to supply sugar cane. |
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|
|
| AUDITORS |
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| M/s.
Rahman Sarfaraz and Company and M/s. Rahim Iqbal Rafiq and Company, joint
auditors of the Company, |
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| retire
and offer their services for the ensuing year. |
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|
| PATTERN
OF SHAREHOLDING |
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| The
pattern of shareholding as on September 30, 1998 in annexed. |
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|
| EMPLOYEES,
SHAREHOLDERS, BANKERS & DFIs |
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| We
would like to take this opportunity to convey our deep appreciation to the
shareholders, the workers, staff and |
|
| officers
of the company for their patience, tolerance and forbearance, as well as the
assistance and cooperation |
|
| extended
to the management during these hard days. |
|
|
| In
the end, let us pray to Almighty Allah to guide us in all our pursuits of
national development and for the |
|
| betterment
of your organization, Ameen. |
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|
|
|
On behalf of the Board |
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|
|
|
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|
|
|
|
|
DR. (MRS.) FEHMIDA MIRZA |
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| Karachi:
January 26, 2000 |
|
Chairperson & Chief Executive |
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|
|
|
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
|
| We
have audited the annexed balance sheet of MIRZA SUGAR MILLS LIMITED as at
September 30, |
|
| 1998
and the related profit and loss account and statement of changes in financial
position 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 and, after due verification thereof, we report that: |
|
|
| (a)
The requirement of Section 245 of the Companies Ordinance, 1984 relating to
half yearly accounts |
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| remained
uncomplied for the reasons stated in note 1.2. |
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|
|
|
|
|
| (b)
The net loss for the year ended September 30, 1998 amounting to Rs. 106.388
million and |
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| accumulated
losses to date of Rs. 226.920 million has resulted in a net capital
deficiency of Rs. |
|
| 85.920
million. Current liabilities exceed current assets by Rs. 431.892 million.
The accounts have |
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| been
prepared on going concern basis which in view of continued losses and
liquidity constraints |
|
| would
be dependent upon the company's ability to obtain further finances. In the
absence of |
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| such
finances, the basis would be invalid. Hence adjustments would be required to
arrive at the |
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| net
realisable value of these assets and liabilities. We have been unable to
satisfy ourselves that |
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| further
finance will be forthcoming and, accordingly, we are unable to form an
opinion as to the |
|
| validity
of the going concern basis. |
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|
|
|
|
|
| (c)
Provision for Mark-up amounting to Rs. 31.380 million on PICIC loan, has not
been made in these |
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| financial
statements. Had the provision been made, the loss for the year would have
increased |
|
| by this amount. |
|
|
|
|
| (d)
Included in the stock of finished goods and molasses is an amount of Rs.
46.065 million relating |
|
| to
stock of molasses stated to be lying at Pangrio Sugar Mills Limited which
remain physically |
|
| unverified. |
|
|
|
|
| (e)
Provision against doubtful advances of Rs. 13.807 million (refer note 16) has
not been made in |
|
| these
financial statements. Had the provision been made the loss for the year would
have |
|
| increased
by this amount. |
|
|
|
|
|
|
| (f)
In our opinion, proper books of account have been kept by the company as
required by the |
|
| Companies
Ordinance, 1984; |
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|
|
|
|
|
| (g)
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 the accounting
policies |
|
| consistently
applied; |
|
|
|
|
| (ii)
The expenditure incurred during the year was for the purpose of the company's |
|
| business; and |
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|
|
|
|
|
| (iii)
The business conducted, investment made and the expenditure incurred during
the |
|
| year
were in accordance with the objects of the company: |
|
|
|
| Except
as stated in para (a) to (e) to the extent to which these may affect the
result of the company |
|
| in
our opinion and to the best of our information and according to the
explanation given to us, |
|
| the
balance sheet and profit and loss account and statement of changes in
financial position, |
|
| together
with the notes forming part thereof, 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 September 30, 1998 and of the loss and the
changes in financial |
|
| position
for the year then ended, and. |
|
|
|
|
| (i)
In our opinion, "No Zakat was deductible at source under the Zakat and
Ushr Ordinance, 1980". |
|
|
|
|
|
|
RAHIM IQBAL RAFIQ & COMPANY |
|
RAHMAN SARFARAZ & COMPANY |
|
|
Chartered Accountants. |
|
Chartered Accountants. |
|
|
| Karachi: |
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| Dated:
January 26, 2000 |
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|
|
| PATTERN
OF SHARE HOLDINGS |
|
| AS
AT 30TH SEPTEMBER 1998 |
|
|
| No. of |
Share
Holding |
Total Shares |
Percentage |
|
|
| Share Holders |
from |
To |
Held |
|
|
|
|
| 73 |
1 |
100 |
7,300 |
0.05 |
|
| 1673 |
101 |
500 |
842,800 |
5.98 |
|
| 33 |
501 |
1000 |
32,900 |
0.23 |
|
| 37 |
1001 |
5000 |
137,500 |
0.98 |
|
| 26 |
5001 |
10000 |
213,000 |
1.51 |
|
| 4 |
10001 |
15000 |
54,100 |
0.38 |
|
| 29 |
15001 |
20000 |
574,000 |
4.07 |
|
| 7 |
20001 |
25000 |
175,000 |
1.24 |
|
| 1 |
25001 |
30000 |
30,000 |
0.21 |
|
| 1 |
30001 |
35000 |
35,000 |
0.25 |
|
| 2 |
25001 |
40000 |
78,200 |
0.55 |
|
| 14 |
48001 |
50000 |
700,000 |
4.96 |
|
| 5 |
55001 |
60000 |
300,000 |
2.13 |
|
| 3 |
65001 |
70000 |
210,000 |
1.49 |
|
| 2 |
75001 |
80000 |
160,000 |
1.13 |
|
| 18 |
95001 |
100000 |
1,796,100 |
12.74 |
|
| 2 |
135001 |
140000 |
275,600 |
1.95 |
|
| 4 |
145001 |
150000 |
600,000 |
4.26 |
|
| 2 |
195001 |
200000 |
400,000 |
2.84 |
|
| 1 |
230001 |
235000 |
233,500 |
1.66 |
|
| 2 |
245001 |
250000 |
500,000 |
3.55 |
|
| 1 |
260001 |
265000 |
262,090 |
1.86 |
|
| 4 |
375001 |
380000 |
1,520,000 |
10.78 |
|
| 1 |
495001 |
500000 |
499,220 |
3.54 |
|
| 1 |
700001 |
705000 |
705,000 |
5.00 |
|
| 2 |
745001 |
750000 |
1,497,630 |
10.62 |
|
| 1 |
995001 |
1000000 |
1,000,000 |
7.09 |
|
| 1 |
1260001 |
1265000 |
1,261,060 |
8.94 |
|
| ------------------ |
|
------------------ |
------------------ |
|
| 1950 |
|
14,100,000 |
100.00 |
|
| ========== |
|
========== |
========== |
|
|
| Categories of |
|
No. of |
Total Shares |
Percentage |
|
| Share Holders |
|
Share Holders |
Held |
|
|
|
| Individual |
|
1,938 |
8,203,590 |
58.18 |
|
| Investment
Companies |
|
3 |
1,498,020 |
10.62 |
|
| Insurance
Companies |
|
3 |
350,000 |
2.48 |
|
| Joint
Stock Companies |
|
1 |
233,500 |
1.66 |
|
| Financial
Institutions |
|
5 |
3,814,890 |
27.06 |
|
|
|
------------------ |
------------------ |
------------------ |
|
|
1,950 |
14,100,000 |
100.00 |
|
|
|
|
========== |
========== |
========== |
|
|
|
| BALANCE
SHEET AS AT SEPTEMBER 30, 1998 |
|
|
|
|
1998 |
1997 |
|
|
Note |
Rupees |
Rupees |
|
|
|
|
| SHARE
CAPITAL |
|
|
|
|
|
|
| Authorised
Capital |
|
|
|
| 15,000,000
ordinary shares of |
|
|
|
| Rs. 10/= each |
|
150,000,000 |
150,000,000 |
|
|
|
|
========== |
========== |
|
| Issued,
subscribed and paid up |
|
|
|
| 14,100,000
Ordinary Shares of |
|
|
|
| Rs.
10/- each fully paid in cash |
|
|
141,000,000 |
141,000,000 |
|
|
|
|
| Accumulated
loss |
|
|
(226,920,460) |
(120,532,062) |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
(85,920,460) |
(20,467,938) |
|
| LONG
TERM LOANS |
|
3 |
183,107,554 |
244,423,541 |
|
| LIABILITY
AGAINST ASSET SUBJECT |
|
|
|
|
| TO
FINANCE LEASE |
|
4 |
-- |
83,178 |
|
|
|
|
|
|
|
| CURRENT
LIABILITIES |
|
|
|
| Short
term borrowings |
|
5 |
183,802,608 |
193,791,706 |
|
| Current
portion / overdue of long term |
|
|
|
| liabilities |
|
6 |
180,052,439 |
138,418,319 |
|
| Creditors,
accrued and other liabilities |
|
7 |
211,724,409 |
127,501,865 |
|
| Taxation |
|
|
5,959,381 |
5,959,381 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
581,538,837 |
465,671,271 |
|
| CONTINGENCIES
AND COMMITMENTS |
|
8 |
-- |
-- |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
|
678,725,931 |
730,645,928 |
|
|
|
|
|
========== |
========== |
|
|
| FIXED
CAPITAL EXPENDITURE |
|
| Operating
fixed assets |
|
9 |
524,160,305 |
551,046,781 |
|
| Capital
work-in-progress |
|
10 |
1,982,487 |
351,822 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
526,142,792 |
551,398,603 |
|
|
|
|
|
| LONG
TERM LOANS |
|
11 |
149,886 |
313,065 |
|
|
|
|
|
| LONG
TERM DEPOSITS AND |
|
|
|
| DEFERRED
COST |
|
12 |
2,786,988 |
4,011,964 |
|
|
|
|
|
| CURRENT
ASSETS |
|
|
|
|
| Stores
and spares |
|
13 |
23,196,516 |
24,943,316 |
|
| Stock in trade |
|
14 |
63,039,124 |
62,663,286 |
|
| Trade
Debtors-unsecured (considered good) |
|
15 |
22,040,359 |
50,106,979 |
|
| Loans
and advances |
|
16 |
35,728,889 |
33,202,588 |
|
| Prepayments
and other receivables |
|
17 |
1,921,818 |
1,755,693 |
|
| Cash
and bank balances |
|
18 |
3,719,559 |
2,250,434 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
149,646,265 |
174,922,296 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
|
678,725,931 |
730,645,928 |
|
|
|
|
|
========== |
========== |
|
| The
annexed notes form an integral part of these financial statements. |
|
|
|
Chief Executive |
|
Director |
|
|
|
|
|
| PROFIT
AND LOSS ACCOUNT |
|
| FOR
THE YEAR ENDED SEPTEMBER 30, 1998 |
|
|
|
|
1998 |
1997 |
|
|
Note |
Rupees |
Rupees |
|
|
|
|
| Sales |
|
19 |
703,543,189 |
591,377,490 |
|
| Cost
of goods sold |
|
20 |
(653,543,528) |
(544,279,782) |
|
|
|
|
------------------ |
------------------ |
|
| Gross profit |
|
|
49,999,661 |
47,097,708 |
|
|
|
|
|
|
| Operating
expenses |
|
|
|
|
| Administration
& general |
|
21 |
21,915,227 |
23,317,393 |
|
| Selling
& distribution |
|
22 |
800,190 |
1,061,507 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
(22,715,417) |
(24,378,900) |
|
|
|
|
------------------ |
------------------ |
|
| Operating profit |
|
|
27,284,244 |
22,718,808 |
|
|
|
|
|
|
| Other Charges |
|
|
|
| Financial
charges |
|
23 |
86,972,047 |
83,311,958 |
|
| Other income |
|
24 |
