| Nina Industries Limited |
|
|
|
|
|
|
| Annual
Report 1999 |
|
|
|
| CONTENTS |
|
|
| COMPANY
INFORMATION |
|
| NOTICE
OF ANNUAL GENERAL MEETING |
|
| CHAIRMAN'S
REVIEW |
|
| DIRECTOR'S
REPORT TO THE SHAREHOLDERS |
|
| AUDITOR'S
REPORT TO THE MEMBERS |
|
| PATTERN
OF SHAREHOLDING |
|
| FINANCIAL
HIGHLIGHTS |
|
| BALANCE
SHEET |
|
| PROFIT
AND LOSS ACCOUNT |
|
| CASH
FLOW STATEMENT |
|
| NOTES
TO THE ACCOUNTS |
|
|
|
| COMPANY
INFORMATION |
|
|
| BOARD
OF DIRECTORS |
|
| Mr.
Saeed A. Sattar |
Chairman |
|
| Mr.
Waqar A. Sattar |
Chief Executive |
|
| Mr. Urooj Saeed |
|
Director |
|
| Mr.
Kashif Saeed Sattar |
Director |
|
| Mr.
Yasir Waqar |
Director |
|
| Mst.
Khairunnisa Begum |
Director |
|
| Mrs.
Saeeda Saeed |
Director |
|
| Mr.
Ansar Hussain |
Director (Nominee of
State Life Insurance Corp.) |
|
|
| COMPANY
SECRETARY |
|
| Mr. Syed Aamir |
|
|
| AUDITORS |
|
| Muniff
Ziauddin & Co. |
|
| Chartered
Accountants |
|
|
| LEGAL
ADVISER |
|
| M/s.
Raza Hashmi - Advocates |
|
| 301-IIIrd
Floor, Kashif Centre, Opp.: Hotel Mehran, |
|
| Shahra-e-Faisal,
Karachi. |
|
|
| MILLS
AND REGISTERED OFFICE |
|
| A-29/A,
S.I.T.E., Manghopir Road, Karachi. |
|
| Telephone:
2575043-46, 2575571-73 |
|
| Fax:
2562315 - 2562319 |
|
|
| SHARES
OFFICE |
|
| West
Land Trade Centre, |
|
| Opposite
Flyover, |
|
| Shaheed-e-Millat
Road, |
|
| 'Karachi. |
|
| Telephone
:4313205-6 |
|
| Fax: 4313207 |
|
|
|
| NOTICE
OF 7th ANNUAL GENERAL MEETING |
|
|
| Notice
is hereby given that the 7th Annual General Meeting of the shareholders of Nina INDUSTRIES LIMITED |
|
| will
be held on Friday December 31, 1999 at 3:00 p.m. at Beach Luxury Hotel,
Karachi to transact the |
|
| following
business:- |
|
|
| ORDINARY
BUSINESS |
|
|
| 1.
To confirm the minutes of extra ordinary General Meeting held on June 26,
1999. |
|
| 2.
To receive, consider and adopt the audited accounts of the company for the
year ended June 30, 1999 |
|
| together
with Directors and Auditors report thereon. |
|
| 3.
To approve final cash dividend at Rs. 0.50 per share to the Shareholders for
the year ended |
|
| June
30, 1999 - Subject to approval of Pakistan Industrial Credit & Investment
Corporation Ltd. (P.I.C.I.C.) |
|
| 4.
To appoint the auditors and fix their remuneration. |
|
|
| SPECIAL
BUSINESS |
|
|
| 5.
To approve remuneration of the Chief Executive and Chairman of the Company. |
|
|
| To
transact any other business that may be brought forward with the permission
of the Chair. |
|
|
|
|
BY ORDER OF THE BOARD |
|
|
|
|
|
|
|
Syed Aamir |
|
| Dated:
December 06, 1999. |
|
(Company Secretary) |
|
|
| NOTES: |
|
|
| 1.
A member entitled to attend and vote may appoint another member as his/her
proxy to attend the |
|
| meeting
and vote for him/her. Proxies to be effective must reach at the registered
office of the company |
|
| not
less than 48 hours before the time of the Meeting. |
|
|
|
| 2.
The Shares Transfer books of the company will be closed from December 20,
1999 to December 31, |
|
| 1999
(both days inclusive) |
|
|
| 3.
Members are requested to immediately notify the change of address, if any. |
|
|
| 4.
Statement under Section 160 and the Resolution as required under Section
164(1) of the Companies |
|
| Ordinance
1984 pertaining to the Special Business referred to above are annexed
hereunder: |
|
|
|
| STATEMENT
UNDER SECTION 160 OF THE COMPANIES ORDINANCE 1984: |
|
|
| The
shareholder's approval will be sought for payment of remuneration to the
Chairman and Chief Executive |
|
| of
the Company. For this purpose it is proposed that the following resolution be
passed as an Ordinary |
|
| Resolution: |
|
|
| RESOLVED
THAT annual sum not exceeding Rs. 1,200,000 be and is hereby |
|
| authorised
for payment of remuneration to the Chairman and annual sum not exceeding |
|
| Rs.
1,200,000 be and is hereby authorised for payment of remuneration to the |
|
| Chief
Executive of the Company." |
|
|
| The
Chairman and Chief Executive is interested to the extent of remuneration
payable to them. |
|
|
| No
other Director has any interest in this business whether directly or
indirectly |
|
|
|
| CHAIRMAN'S
REVIEW |
|
|
| On
behalf of the Board of Directors, it is my pleasure and privilege to welcome
you at the 7th Annual General |
|
| Meeting
of the Company. The Audited Accounts of your company for the year ended June
30, 1999 is placed |
|
| before you. |
|
|
| The
current accounting period from July 1998 to June 1999 has been a year of
tremendous economic turmoil |
|
| resulting
in business and economic difficulties for the entire country as well as for
the industry and trade. You |
|
| are
well aware that our country in the last days of the beginning of the
accounting year went Nuclear perforce, |
|
| the
outfall of our nuclear explosion was faced by us and the country by economic
sanctions, ban on travel of |
|
| business
people to our country, sudden increase in the prices of utilities and in
short total slow down in |
|
| economy
all around. While in secondhalf some economic activities started to play,
India turned hostile, resulting |
|
| in
Kargil battle and threat of war. While writing this review, it is my pleasure
to inform you that everything said |
|
| and
done, the current situation looks extremely bright for export business as
international buyers have again |
|
| become
active in our market and our efforts in achieving the targets are continuous.
We sincerely hope Inshallah |
|
| we
shall achieve our objectives and come to the expectations of our
shareholders. |
|
|
| Inspire
of all these drawbacks and problems, your company has achieved pretax profit
of Rs. 11.082 Million. |
|
| With
the present out look and with ground realities we expect to achieve greater
export turnover in the current |
|
| year
and growth in the company's stability and profits. |
|
|
|
|
|
|
(Saeed A. Sattar) |
|
| Karachi:-
December 06, 1999. |
|
Chairman |
|
|
|
|
| DIRECTOR'S
REPORT |
|
|
| Your
Directors cordially welcome you to the 7th Annual General Meeting and place
before you the Annual |
|
| Report
alongwith Audited Accounts of the company for the year ended June 30, 1999. |
|
|
| Your
Directors are pleased to propose appropriation of profit in the following
manner: |
|
|
| ACCOUNTS |
|
|
Rupees |
|
| Net
profit before taxation |
|
11,082,517 |
|
| Less:
Provision for taxation |
|
2,289,454 |
|
|
|
|
------------------ |
|
| Profit
after taxation |
|
8,793,063 |
|
| Add:
Unappropriated profit brought forward |
|
101,101,884 |
|
|
|
|
------------------ |
|
| Profit
available for appropriation |
|
109,894,947 |
|
| Less
proposed dividend Rs. 0.50 per share - Subject to the approval of P.I.C.I.C. |
(11,000,000) |
|
|
|
|
------------------ |
|
| Unappropriated
profit carried forward |
|
98,894,947 |
|
|
|
|
========== |
|
|
| OPERATING
RESULT |
|
|
| Export
Sales increased by Rs. 44,124,431 9.98% as compared to the corresponding
period last year. The |
|
| year
under review was not a good year for the textile industry of Pakistan due to
following various reasons:- |
|
|
| 1.
Recession of International Textile Markets as consumers are spending less on
textile and saving more |
|
| for
holidays, new cars, computers and equipments etc. |
|
|
|
|
| 2.
Fall in the value of currency of South Asian Countries. |
|
|
| 3.
Kargil issue of war in the area, also noteworthy is the fact that some
companies around the world not |
|
| allowing
their executives to travel to Pakistan due to law and order situation. |
|
|
| 4.
Continous levy of heavy anti-dumping duties on Pakistani Textiles. |
|
|
| 5.
Increase in cost due to heavy increase in power tariff and other raw
materials. |
|
|
| In
keeping with the prevailing ground realities, the management had to adapt its
sales and marketing strategy |
|
| accordingly
and emphasized in exploring new markets and expanded product base as well and
inspite of the |
|
| recession,
your directors are successful in improving the export sales turnover by 9.98%
as compared to |
|
| previous year. |
|
|
| RETAIL
OUTLETS |
|
|
| With
the introduction of new sales outlet at Islamabad, the sales turnover from
local market has greatly improved. |
|
| Your
management has firm believe that local market have a great potential and
Nina's quality products should |
|
| also
be available for local consumers and therefore your management has decided to
add more and more retail |
|
| outlets
in all major cities of our country in near future. |
|
|
| FUTURE
PROSPECTS |
|
|
| lnspite
of the problems that the industry is facing, the future prospects looks
bright due to following reasons:- |
|
|
| a)
The fall in the cotton and yarn prices locally have made our products more
competitive and the orders book of |
|
| company
is very healthy. |
|
|
|
|
|
|
| b)
The efforts made by the management in terms of product and market
diversification are going to have a positive |
|
| impact this year. |
|
|
|
|
|
|
| c)
Your management has already taken effective and solid steps towards
curtailment of administrative and manufacturing |
|
| overhead
cost, rapid increase in the production volume and further expansion of
product base as letter of credit has |
|
| already
been opened for import of continous Dyeing plant for both knits and woven and
the relevant finishing |
|
| machines
which are going to increase production dramatically and expand product base
as well. |
|
|
|
|
| d)
The Management already acquired latest Singeing Machine, Calendar Machine and
Knitting Machines in the year |
|
| under
review for achieving better quality of production with reduced cost. |
|
|
| We
anticipate that despite economic crises. within the country, your company's
export business will further improve. We |
|
| are
quite confident that by the mercy of Almighty Allah and with the sincere
efforts of your directors and all employees, we |
|
| will
continue to maintain our business growth, increase profitability and
financial strength of your company will substantially |
|
| improve
in near future. |
|
|
| YEAR
2000 COMPLIANCE OF COMPUTER SYSTEM |
|
|
| The
management has assigned the work of year 2000 compliance of the existing
system to its own MIS department and |
|
| are
please to report that they have already completed this work and all computers
and softwares used by the company are |
|
| year
2000 compliant. |
|
|
| AUDITORS |
|
|
| The
retiring auditors M/s Muniff Ziauddin & Co. Chartered Accountants being
eligible have offered themselves for |
|
| reappointment. |
|
|
| PATTERN
OF SHAREHOLDING |
|
|
| The
pattern of shareholdings as on June 30, 1999 is annexed to this report. |
|
|
| ACKNOWLEDGMENT |
|
|
| Your
directors would like to take this opportunity to thank our Bankers, Financial
Institutions, its Management Team, Staff, |
|
| Workers,
Suppliers and specifically its Shareholders for their commitment and support.
The management hopes that with |
|
| the
whole hearted support of its workers, staff and officers and with their
hardwork and dedication better financial results |
|
| will
be obtained during the current year. |
|
|
|
|
For and on behalf of the Board |
|
|
|
|
|
|
|
(Waqar A. Sattar) |
|
| Karachi:
December 06, 1999. |
|
Chief Executive |
|
|
|
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
|
| We
have audited the annexed balance sheets of Nina INDUSTRIES
LIMITED as at June 30, 1999 and the related |
|
| profit
and loss account 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 |
|
| 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 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 and the cash flow statement 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 June 30, 1999 and Of the profit and the cash flows for the year then
ended; and |
|
|
| (d)
in our opinion, no Zakat was deductible at source under the Zakat and Ushr
Ordinance, 1980. |
|
|
|
|
|
MUNIFF ZIAUDDIN & CO |
|
| Karachi:
December 06, 1999. |
|
CHARTERED ACCOUNTANTS |
|
|
|
|
|
| PATTERN
OF SHAREHOLDING |
|
| FORM "34" |
|
|
|
| SHAREHOLDING
STATISTICS |
|
| AS
AT JUNE 30, 1999 |
|
|
|
| Share holdings |
|
|
|
No. of |
|
|
| From |
To |
Shareholders |
Shares Held |
Percentage |
|
|
|
|
| 101 |
500 |
1731 |
863,500 |
3.93% |
|
| 501 |
1,000 |
3 |
3,000 |
0.01% |
|
| 1,001 |
5,000 |
20 |
59,500 |
0.27% |
|
| 5,001 |
10,000 |
2 |
16,500 |
0.08% |
|
| 10,001 |
15,000 |
1 |
14,000 |
0.06% |
|
| 15,001 |
20,000 |
3 |
59,000 |
0.27% |
|
| 25,001 |
30,000 |
4 |
120,000 |
0.54% |
|
| 35,001 |
40,000 |
1 |
40,000 |
0.18% |
|
| 45,001 |
50,000 |
1 |
50,000 |
0.23% |
|
| 60,001 |
65,000 |
1 |
61,575 |
0.28% |
|
| 70,001 |
75,000 |
1 |
75,000 |
0.34% |
|
| 95,001 |
100,000 |
1 |
100,000 |
0.45% |
|
| 800,001 |
805,001 |
1 |
805,000 |
3.66% |
|
| 860,001 |
865,000 |
1 |
861,000 |
3.91% |
|
| 1,995,001 |
2,000,000 |
1 |
2,000,000 |
9.09% |
|
| 2,580,001 |
2,585,000 |
1 |
2,583,000 |
11.74% |
|
| 4,530,001 |
4,535,000 |
1 |
4,531,425 |
20.60% |
|
| 4,590,001 |
4,595,000 |
1 |
4,591,500 |
20.87% |
|
| 5,165,001 |
5,170,000 |
1 |
5,166,000 |
23.48% |
|
|
------------------ |
------------------ |
------------------ |
|
|
1776 |
22,000,000 |
100.00% |
|
|
========== |
========== |
========== |
|
|
|
|
| CATEGORIES
OF |
|
| SHAREHOLDERS |
NUMBER |
SHARES HELD |
PERCENTAGE |
|
|
|
|
|
| Individuals |
|
1770 |
11,250,000 |
5.14% |
|
| Investment
companies |
2 |
901,000 |
4.09% |
|
| Insurance
companies |
2 |
2,100,000 |
9.55% |
|
| Joint
stock company |
1 |
2,583,000 |
11.74% |
|
| Financial
institution |
1 |
5,166,000 |
23.48% |
|
|
------------------ |
------------------ |
------------------ |
|
|
1776 |
22,000,000 |
100.00% |
|
|
========== |
========== |
========== |
|
|
|
| BALANCE
SHEET AS AT JUNE 30, 1999 |
|
|
|
Note |
1999 |
1998 |
|
|
|
Rupees |
Rupees |
|
|
|
|
| CAPITAL
& LIABILITIES |
|
|
|
|
|
|
|
| AUTHORISED |
|
|
|
| SHARE
CAPITAL |
|
|
|
|
|
|
| 25,000,000
Ordinary shares of Rs. 10/- each |
|
250,000,000 |
250,000,000 |
|
|
|
|
|
========== |
========== |
|
|
|
|
|
|
|
| CAPITAL
AND RESERVE |
|
|
|
| Issued
subscribed and paid-up capital |
|
3 |
220,000,000 |
220,000,000 |
|
| Capital
reserve - share premium |
|
4 |
10,000,000 |
10,000,000 |
|
| Un-appropriated
profit |
|
|
98,894,947 |
101,101,884 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
328,894,947 |
331,101,884 |
|
| Long term loans |
|
6 |
58,657,737 |
91,327,746 |
|
| Liabilities
against assets |
|
|
|
| subject
to finance lease |
|
7 |
4,987,325 |
7,820,732 |
|
|
|
|
|
| Directors loan |
|
8 |
13,718,609 |
16,662,745 |
|
|
|
|
|
|
| CURRENT
LIABILITIES |
|
|
|
| Short
term finance utilised under |
|
|
|
| mark
up arrangements |
|
9 |
354,323,858 |
243,307,025 |
|
| Current
maturity of long term liabilities |
|
10 |
50,693,788 |
62,622,076 |
|
| Creditors,
accrued charges and other liabilities |
|
11 |
165,562,279 |
161,649,380 |
|
| Proposed
Dividend |
|
|
11,000,000 |
-- |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
581,579,925 |
467,578,481 |
|
| Contingencies
and commitments |
|
12 |
-- |
-- |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
987,838,543 |
914,491,588 |
|
|
|
|
|
========== |
========== |
|
|
|
|
| PROPERTY
AND ASSETS |
|
|
|
| FIXED
CAPITAL EXPENDITURE |
|
|
| Operating
fixed assets |
|
13 |
473,999,731 |
480,153,120 |
|
| Capital
work in progress |
|
14 |
2,574,356 |
15,961,349 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
476,574,087 |
496,114,469 |
|
| Long
term deposits |
|
|
|
| and
deferred cost |
|
15 |
7,510,745 |
7,595,950 |
|
|
|
|
| CURRENT
ASSETS |
|
|
|
| Stores
and spares |
|
16 |
60,747,048 |
31,174,365 |
|
| Stock in trade |
|
17 |
293,947,968 |
266,354,874 |
|
| Trade debts |
|
18 |
69,310,847 |
62,333,233 |
|
| Advances,
deposits, prepayments |
|
|
|
| &
other receivables |
|
19 |
23,363,748 |
18,136,875 |
|
| Income
tax refundable |
|
|
15,345,508 |
11,024,095 |
|
| Export
rebates and sales tax receivable |
|
20 |
40,053,468 |
18,487,258 |
|
| Bank
and cash balances |
|
21 |
985,124 |
3,270,469 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
503,753,711 |
410,781,169 |
|
|
|
|
------------------ |
------------------ |
|
|
|
987,838,543 |
914,491,588 |
|
|
|
|
========== |
========== |
|
| The
annexed notes form an integral part of these accounts |
|
|
|
|
CHIEF EXECUTIVE |
|
CHAIRMAN |
|
|
|
| PROFIT
AND LOSS ACCOUNT |
|
| FOR
THE YEAR ENDED JUNE 30, 1999. |
|
|
|
Note |
1999 |
1998 |
|
|
|
Rupees |
Rupees |
|
|
|
|
|
| SALES |
|
22 |
567,551,087 |
543,994,962 |
|
| COST
OF SALES |
|
23 |
461,210,503 |
449,274,600 |
|
|
|
|
------------------ |
------------------ |
|
| GROSS
PROFIT |
|
|
106,340,584 |
94,720,362 |
|
|
|
|
|
|
|
| OPERATING
EXPENSES |
|
|
|
| General
and administrative |
|
24 |
31,719,079 |
22,839,328 |
|
| Selling
& distribution |
|
25 |
5,047,545 |
4,313,107 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
36,766,624 |
27,152,435 |
|
|
|
|
------------------ |
------------------ |
|
| Operating profit |
|
|
69,573,960 |
67,567,927 |
|
|
|
|
|
|
| Financial
charges |
|
26 |
59,518,798 |
57,439,770 |
|
| Other charges |
|
27 |
583,290 |
547,107 |
|
| Other income |
|
28 |
(1,610,645) |
(813,983) |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
58,491,443 |
57,172,894 |
|
|
|
|
------------------ |
------------------ |
|
| Profit
before taxation |
|
|
11,082,517 |
10,395,033 |
|
|
|
|
|
|
| Taxation
- current |
|
|
2,289,454 |
2,112,537 |
|
|
|
|
------------------ |
------------------ |
|
| Profit
after taxation |
|
|
8,793,063 |
8,282,496 |
|
| Unappropriated
profit brought forward |
|
|
101,101,884 |
92,819,388 |
|
|
|
|
------------------ |
------------------ |
|
| Profit
available for appropriation |
|
|
109,894,947 |
101,101,884 |
|
| Appropriations |
|
|
|
|
| Proposed
cash dividend 5% (1998: NIL) |
|
29 |
11,000,000 |
-- |
|
|
|
|
------------------ |
------------------ |
|
| Unappropriated
profit carried forward |
|
|
98,894,947 |
101,101,884 |
|
|
|
|
========== |
========== |
|
| Basic
earning per share |
|
30 |
0.40 |
0.38 |
|
|
|
|
========== |
========== |
|
|
| The
annexed notes form an integral part of these accounts |
|
|
|
CHIEF EXECUTIVE |
|
CHAIRMAN |
|
|
|
| CASH
FLOW STATEMENT |
|
| FOR
THE YEAR ENDED JUNE 30, 1999. |
|
|
|
|
|
|
1999 |
1998 |
|
|
|
|
|
Rupees |
Rupees |
|
|
|
|
| CASH
FLOWS FROM OPERATING ACTIVITIES |
|
| Profit
after taxation |
|
|
8,793,063 |
8,282,496 |
|
|
|
|
| Adjustments for |
|
|
|
| Depreciation
& amortization |
|
|
47,506,436 |
48,418,595 |
|
| (Gain)/1oss
on disposal of fixed assets |
|
|
(408,183) |
-- |
|
|
|
|
------------------ |
------------------ |
