| Al-Noor Sugar Mills Limited |
|
|
|
|
|
|
|
| Annual
Report 1999 |
|
|
|
| CONTENTS |
|
|
| COMPANY
INFORMATION |
|
| NOTICE OF MEETING |
|
| DIRECTORS'
REPORT |
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
| BALANCE SHEET |
|
| PROFIT AND LOSS ACCOUNT |
|
| CASH
FLOW STATEMENT |
|
| NOTES
ON ACCOUNTS |
|
| SHAREHOLDERS' STATISTICS |
|
|
|
| COMPANY
INFORMATION |
|
|
| BOARD
OF DIRECTORS |
|
| MR.
ISMAIL H. ZAKARIA |
Chairman & Managing
Director |
|
| MR.
SULEMAN AYOOB |
|
Resident Director |
|
| MR.
YUSUF AYOOB |
|
| MR.
A. AZIZ AYOOB |
|
Marketing Director |
|
| MR.
ABDUL KARIM LODHI |
(NIT Nominee) |
|
| MR.
TARIQ KIRMANI |
|
(NIT Nominee) |
|
| MR.
ZIA. I. ZAKARIA |
|
| MR.
SALIM AYOOB |
|
| MR.
ZOHAIR ZAKARIA |
|
| MR.
SAIFULLAH KHAN |
|
(PICIC Nominee) |
|
| MR.
RANA AHMED KHAN |
(ICP Nominee) |
|
|
| COMPANY
SECRETARY |
|
|
| MR.
M. YAKOOB ADMANEY |
|
| FCIS,
FCMA. |
|
|
| AUDITORS |
|
|
| DAUDALLY
LALANI & COMPANY |
|
| Chartered
Accountants |
|
|
| LEGAL
ADVISOR |
|
|
| MOHAMMAD
JAMEEL CHOUDRY |
|
| Bar at Law |
|
|
| REGISTERED
OFFICE |
|
|
| 96-A
SINDHI MUSLIM SOCIETY, |
|
| KARACHI-74400 |
|
|
| FACTORY |
|
| SHAHPUR
JAHANIA, P.O. NOOR JAHANIA, |
|
| TALUKA
MORO, DISTT. NAWABSHAH. |
|
|
|
|
| NOTICE
OF MEETING |
|
|
| Notice
is hereby given that the 30th Annual General Meeting of AL-NOOR SUGAR MILLS
LIMITED will |
|
| be
held at the Registered Office of the Company at 96-A, Sindhi Muslim Society,
Karachi on Thursday, |
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| March
30, 2000 at 12:00 noon to transact the following business: |
|
|
| 1.
To read and confirm the Minutes of the 29th Annual General Meeting of the
Company held on |
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| March
31, 1999. |
|
|
| 2.
To read and consider the Accounts for the year ended September 30, 1999 and
reports of Directors |
|
| and
Auditors thereon. |
|
|
| 3.
To approve payment of cash dividend @ 7.50% i.e. Re. 0.75 per ordinary share
of Rs. 10/= each for |
|
| the
year ended September 30, 1999 as recommended by the Board of Directors of the
Company. |
|
|
| 4.
To appoint Auditors and to fix their remuneration. |
|
|
| 5.
To transact any other business with permission of the chair. |
|
|
| The
Share Transfer Book of the Company will remain closed from March 21,2000 to
March 31 2000 (both |
|
| days
inclusive) |
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|
By Order of the Board |
|
|
|
( M. YAKOOB ADMANEY) |
|
| Karachi'
March 01, 2000 |
|
COMPANY SECRETARY |
|
|
| NOTE: |
|
|
| 1.
A member of the Company entitled to attend and vote may appoint any member as
his/her proxy |
|
| to
attend and vote on his/her behalf. PROXIES MUST BE RECEIVED AT THE REGISTERED |
|
| OFFICE
OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING. |
|
|
| 2.
CDC Account Holders will further have to follow the undermentioned guidelines
as laid down in |
|
| Circular
1 dated January 26, 2000 issued by the Securities and Exchange Commission of
Pakistan. |
|
|
| A.
For Attending the Meeting: |
|
|
| i)
In case of individuals, the account holder or sub-account holder and/or
person whose securities |
|
| are
in group account and their registration details are uploaded as per the
Regulations, shall |
|
| authenticate
his identity by showing his Original National Identity Card (NIC) or original |
|
| passport
at the time of attending the meeting. |
|
|
| ii)
In case of corporate entity, the Board of Directors' resolution/power of
attorney with specimen |
|
| signature
of the nominee shall be produced (unless it has been provided earlier) at the
time |
|
| of
the meeting. |
|
|
| B.
For appointing Proxies: |
|
|
| i)
In case of individuals, the account holder or sub-account holder and/or the
person whose |
|
| securities
are in group account and their registration details are uploaded as per the
Regulations, |
|
| shall
submit the proxy form as per the above requirements. |
|
|
| ii)
The proxy form shall be witnessed by two persons whose names, addresses and
NIC number |
|
| shall
be mentioned on the form. |
|
|
| iii)
Attested copies of NIC or the passport of the beneficial owners and the proxy
shall be furnished |
|
| with
the proxy form. |
|
|
| iv)
The proxy shall produce his original NIC or original passport at the time of
the meeting. |
|
|
| In
case of corporate entity, the Board of Directors' resolution/power of
attorney with specimen |
|
| signature
of the nominee shall be submitted (unless it has been provided earlier)
alongwith proxy |
|
| form
to the Company. |
|
|
| 3.
Shareholders are requested to inform the Company of any change in their
address immediately. |
|
|
|
| DIRECTORS'
REPORT |
|
|
| To: |
|
| The
Shareholders, |
|
|
| We
submit before you the 30th Annual Report together with the Audited Accounts
for the year ended 30th |
|
| September,
1999. Your Company, A1-Hamdo Lillah, has earned a profit of Rs.17.486
million. After adjusting last |
|
| year's
un-appropriated loss of Rs.10.940 million, a sum of Rs. 6.546 million is
available for appropriation, which |
|
| we
propose to appropriate as follows:- |
|
|
| i)
Profit available for appropriation |
|
Rs. 6.546 million |
|
| ii)
Amount transferred from General Reserve |
|
Rs. 8.000 million |
|
| iii)
Proposed dividend @ 7 1/2-% |
|
Rs. (13.928) million |
|
| iv)
Un-appropriated profit carried over to Balance Sheet |
|
Rs. 0.618 million |
|
|
| Your
Directors propose to pay cash dividend @ 7 1/2 % to the shareholders of the
Company. After tax earning per |
|
| share
of the Company is Rs. 0.94 per share during the year. |
|
|
| SUGAR
MILLS: |
|
|
| During
the year under report your mill started crushing on November 13, 1998 and
crashed 803.632 metric tons |
|
| (1998
- 763,190 M. tons) of sugarcane. Sugar produced was 60,435 M.tons (1998 -
63,820 M. tons) with an |
|
| average
recovery of 7.52 % ( 1998 - 8.35% ). |
|
|
| Molasses
produced was 45,485 M.Tons ( 1998 - 42,361 M.Tons). |
|
|
| Government
of Pakistan allowed export of sugar from day one and accordingly your Company
exported 16,735 |
|
| M.Tons
of sugar and earned U.S.$ 4.037 million in foreign exchange for the country.
This export of Sugar from day |
|
| one
allowed your Company to reduce the financial expenses, otherwise this could
have been higher. As the country |
|
| was
surplus in Sugar, timely decision of the Government has helped the Industry. |
|
|
| As
reported earlier a new Tandem was put into operation; results are very
encouraging. The new boiler of Ittefaq |
|
| Foundries
was run by the Mill at increased pressure and increased capacity as compared
to last year but still short of |
|
| capacity. |
|
|
| In
the previous Annual General Meeting election of directors were held. Mr.
Ismail H.Zakaria, Mr. Yusuf Ayoob, |
|
| Mr.
Suleman Ayoob, Mr.A.Aziz Ayoob, Mr. Zia I. Zakaria, Mr. Salim Ayoob, Mr.
Zohair I.Zakaria, Mr.A.Karim |
|
| Lodhi,
Mr. Tariq Kirmani and Ltd. Cmdr.(Rtd) Mohammad Azam were elected as Directors
of the Company for a |
|
| period
of three years. The Board appointed Mr. Ismail H. Zakaria as Chairman and
Managing Director, Mr. Suleman |
|
| Ayoob
as Resident Director and Mr.A.Aziz Ayoob as Marketing Director. Mr. Saifullah
Khan, PICIC nominee |
|
| Director
appointed under section 182 of the Companies Ordinance, 1984 being a loanee
Director continue on Board. |
|
|
| CHANGE
OF DIRECTORSHIP |
|
|
| Investment
Corporation of Pakistan withdrew the name of their nominee Director, Ltd.
Cmdr.(Rd) Mohammad |
|
| Azam
and has nominated Mr. Rana Ahmed Khan in his place, which was approved by the
Board of Directors. |
|
|
| MEDIUM
DENSITY FIBRE BOARD (MDFB PLANT) |
|
|
| During
the year 16291 M.Tons of Lasani Wood ( 1998 - 14,608 M.Tons) in various
thickness was produced. The |
|
| production
was 12.35% higher than last year but still short of capacity by 27.60% |
|
|
| On
the representation to the concerned agencies regarding dumping of MDF Board
by Far Eastern countries, |
|
| necessary
steps were taken by the Government in time resulted in better utilization of
company's capacity. However, |
|
| subsequently
duty on imports has again been reduced and your company is again threatened
by arrival of fresh |
|
| imports.
The matter has been taken up with the National Tariff Commission so that the
local industry can survive. |
|
| Efforts
are also being made to reduce the power consumption to make the unit more
viable. Further, in this respect |
|
| efforts
are being made to run the Boiler on Sander Dust, which is a waste product of
Lasani Wood to reduce the fuel |
|
| cost.
Your management is pleased to inform that success in this regard has been
achieved which will be evident |
|
| from
the fuel consumption of next year. By the grace of Almighty Allah, ISO 9002
Certification has also been |
|
| achieved
which proves commitment to product quality. |
|
|
| COMPUTER
Y2K PROBLEM |
|
|
| Necessary
corrective measures were taken by your management for Y2K problem and
accordingly no unforeseen |
|
| event
happened at the end of the century. |
|
|
| LABOUR
MANAGEMENT RELATIONS |
|
|
| We
are happy to report that labour-management relations were good during the
year under report. Your Directors |
|
| appreciate
the spirit of co-operation shown by the workers and hope it will continue. |
|
|
| STAFF |
|
|
| Your
Directors also placed on record the deep appreciation and hard work and
devotion to the duties shown by the |
|
| Officers
and staff of the Company. |
|
|
| AUDITORS |
|
|
| M/s.
Daudally Lalani & Company, Auditors of the Company retired and offered
their services for the ensuing year. |
|
|
| FUTURE
OUTLOOK |
|
|
| For
the year 1999-2000 ,the Government has not changed the Sugarcane support
price. |
|
|
| The
current season started on October 26th,1999 and crushing upto 29th
February,2000 was 720,990 M.Tons of |
|
| sugarcane.
The average recovery is 8.14 %. Sugar produced upto 29th February,.2000 was
57,882 M.Tons. The |
|
| overall
sugarcane available in the country is less as compared to last year due to
less rain in the country and the |
|
| effect
of cyclone in the coastal area of Sindh. This has resulted in the shortage of
sugar cane as compared to last |
|
| year
and most lower Sindh Sugar factories are buying cane from upper Sindh at
higher prices. However, with the |
|
| efficient
working of the new Tandem, Alhamdo Lillah, we are trying to crush maximum
cane in soonest possible |
|
| time
to avoid high prices at the end of the season. |
|
|
| The
Directors are also pleased to inform that with modifications and investment
made in the Ittefaq Boiler has |
|
| shown
improved result and during the current crushing season, Boiler has achieved
better capacity as compared to |
|
| last
year. The availability of the steam from the new Boiler has helped us in
achieving the targeted results. |
|
|
| The
production of Lasani Wood upto 29th February, 2000 is to the extent of 6,291
M.Tons. All out efforts are being |
|
| made
to achieve capacity utilization. |
|
|
|
FOR AND ON BEHALF OF THE
BOARD OF DIRECTORS |
|
|
|
(ISMAIL H. ZAKARIA) |
|
| Karachi:
1st March, 2000. |
|
MANAGING DIRECTOR |
|
|
|
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
|
| We
have audited the annexed Balance Sheet of AI-Noor Sugar Mills Limited as at
September 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 September 30, 1999
and of the profit and loss and |
|
| the
cash flows for the year then ended; and |
|
|
| (d) in our opinion, no Zakat was deductible
at source under Zakat and Ushr Ordinance, 1980. |
|
|
| DAUDALLY
LALANI & CO. |
|
| Chartered
Accountants |
|
|
| Karachi:
March 1, 2000. |
|
|
|
| BALANCE
SHEET AS AT 30TH SEPTEMBER, 1999 |
|
|
|
|
1999 |
1998 |
|
|
Note |
(Rupees in
thousand) |
|
| SHARE
CAPITAL AND RESERVES |
|
|
| Authorised
Capital |
|
| 20,000,000
ordinary shares of Rs. 10.00 each |
|
200,000 |
200,000 |
|
|
========== |
========== |
|
| Issued,
subscribed and paid-up capital |
|
2 |
185,703 |
185,703 |
|
|
| Reserves: |
|
| General
reserve |
|
162,000 |
170,000 |
|
| Unappropriated
profit/(loss) |
|
618 |
(10,940) |
|
|
----------- |
----------- |
|
|
162,618 |
159,060 |
|
|
----------- |
----------- |
|
|
348,321 |
344,763 |
|
|
| REDEEMABLE
CAPITAL |
|
3 |
64,429 |
79,205 |
|
| OBLIGATIONS
UNDER FINANCE LEASE |
4 |
100,652 |
103,915 |
|
| DEFERRED
LIABILITIES |
|
5 |
106,264 |
109,463 |
|
|
|
|
| CURRENT
LIABILITIES AND PROVISIONS |
|
| Short
term running finance and borrowings |
6 |
396,144 |
566,159 |
|
| Current
maturity of redeemable capital, |
|
|
|
|
| long
term loans and finance lease |
|
7 |
77,668 |
84,315 |
|
| Creditors,
accrued and other liabilities |
|
8 |
141,621 |
112,623 |
|
| Taxation |
|
1,283 |
2,363 |
|
| Proposed
dividend |
|
13,928 |
-- |
|
|
----------- |
----------- |
|
|
630,644 |
765,460 |
|
|
| CONTINGENCIES
AND COMMITMENTS |
9 |
-- |
-- |
|
|
----------- |
----------- |
|
|
1,250,310 |
1,402,806 |
|
|
========== |
========== |
|
| FIXED
ASSETS |
|
|
| Operating
assets |
|
10 |
72,414 |
524,466 |
|
| Capital
work-in-progress |
|
11 |
106,474 |
286,880 |
|
|
|
----------- |
----------- |
|
|
|
808,888 |
811,346 |
|
|
|
|
| LONG
TERM INVESTMENT |
|
12 |
26,631 |
26,631 |
|
| LONG
TERM LOANS AND ADVANCES |
13 |
371 |
206 |
|
| LONG
TERM DEPOSITS |
|
14 |
10,888 |
10,033 |
|
|
|
|
|
| CURRENT
ASSETS |
|
|
|
| Stores
and spares |
|
15 |
109,298 |
110,129 |
|
| Stock-in-trade |
|
16 |
165,528 |
212,406 |
|
| Trade debts |
|
17 |
1,931 |
87,004 |
|
| Loans,
advances, prepayments and |
|
| other
receivables |
|
18 |
70,285 |
51,188 |
|
| Duty
draw back |
|
|
-- |
78,804 |
|
| Bank
and cash balances |
|
19 |
56,490 |
15,059 |
|
|
------------ |
------------ |
|
|
403,532 |
554,590 |
|
|
------------ |
------------ |
|
|
1,250,310 |
1,402,806 |
|
|
========== |
========== |
|
| The
annexed notes form an integral part of these accounts. |
|
|
|
ISMAIL H. ZAKARIA |
|
AZIZ AYOOB |
|
SULEMAN AYOOB |
|
| Karachi:
March 1, 2000. |
|
Chief Executive |
|
Director |
|
Director |
|
|
|
| PROFIT
AND LOSS ACCOUNT FOR THE YEAR |
|
| ENDED
30TH SEPTEMBER, 1999 |
|
|
|
|
1999 |
1998 |
|
|
Note |
(Rupees in
thousand) |
|
|
| Sales |
|
20 |
1,347,975 |
1,332,797 |
|
| Cost of sales |
|
21 |
1,094,909 |
1,100,463 |
|
|
|
---------- |
---------- |
|
| Gross profit |
|
|
253,066 |
232,334 |
|
|
|
|
| Administration
and selling expenses |
|
22 |
96,460 |
106,587 |
|
|
|
---------- |
---------- |
|
| Operating
profit |
|
|
156,606 |
125,747 |
|
| Other
income |
|
23 |
32,887 |
4,740 |
|
|
|
---------- |
---------- |
|
|
|
189,493 |
130,487 |
|
|
|
|
| Financial
charges |
|
24 |
154,045 |
145,593 |
|
| Other
charges |
|
25 |
2,850 |
739 |
|
|
|
---------- |
---------- |
|
|
156,895 |
146,332 |
|
|
---------- |
---------- |
|
| Profit/(loss)
before taxation |
|
32,598 |
(15,845) |
|
|
|
|
| Taxation |
|
26 |
15,112 |
209 |
|
|
|
---------- |
---------- |
|
| Profit/(loss)
after taxation |
|
|
17,486 |
(16,054) |
|
| Unappropriated
(1oss)/profit brought forward |
|
(10,940) |
5,114 |
|
|
|
---------- |
---------- |
|
|
|
6,546 |
(10,940) |
|
| Appropriations: |
|
|
|
|
| Transfer
from general reserve |
|
|
8,000 |
-- |
|
| Proposed
cash dividend @ 7.50% |
|
|
(13,928) |
-- |
|
|
|
---------- |
---------- |
|
| Unappropriated
profit(loss) carried forward |
|
618 |
(10,940) |
|
|
|
========== |
========== |
|
| Earning
per share - Basic and diluted |
|
32 |
0.94 |
(0.86) |
|
| The
annexed notes form an integral part of these accounts. |
========== |
========== |
|
|
|
ISMAIL H. ZAKARIA |
|
AZIZ AYOOB |
|
SULEMAN AYOOB |
|
|
Chief Executive |
|
Director |
|
Director |
|
|
|
| CASH
FLOW STATEMENT |
|
| FOR
THE YEAR ENDED 30TH SEPTEMBER, 1999 |
|
|
|
|
|
1999 |
1998 |
|
|
Note |
(Rupees in
thousand) |
|
|
|
|
| CASH
FLOW FROM OPERATING ACTIVITIES |
|
|
| Profit(loss)
before taxation |
|
32,598 |
(15,845) |
|
| Adjustment
for non cash charges and other items: |
|
|
|
| Depreciation |
|
39,583 |
32,386 |
|
| Profit
on sale of operating assets |
|
(405) |
(255) |
|
| Provision
for staff retirement benefits |
|
2,338 |
3,684 |
|
| Other
deferred liabilities (excluding interest) |
|
(10,459) |
(11,831) |
|
| Financial
charges |
|
154,045 |
145,593 |
|
|
---------- |
---------- |
|
| Cash
generated before working capital changes |
|
217,700 |
153,732 |
|
| Decrease/(Increase)
in current assets |
|
| Stores
and spares |
|
831 |
7,476 |
|
| Stock-in-trade |
|
46,878 |
57,170 |
|
| Trade debts |
|
85,073 |
(79,997) |
|
| Duty
draw back |
|
78,804 |
(78,804) |
|
| Loans,
advances, prepayments and |
|
|
|
| other
receivables (excluding income tax) |
|
(21,470) |
6,443 |
|
|
---------- |
---------- |
|
|
190,116 |
(87,712) |
|
| Increase/(decrease)
in current liabilities |
|
|
|
| Creditors
accrued and other liabilities |
|
|
|
| (excluding
financial charges & unclaimed dividend) |
|
32,214 |
(1,417) |
|
|
---------- |
---------- |
|
| Cash
generated from operation |
|
440,030 |
64,603 |
|
|
| Taxes paid |
|
(13,819) |
(9,287) |
|
| Payment
for staff retirement benefits |
|
(637) |
(909) |
|
| Financial
charges paid |
|
(151,701) |
(137,224) |
|
| Long
term loans and advances |
|
(165) |
198 |
|
|
---------- |
---------- |
|
| Net
cash inflow/(outflow) from operating activities |
|
273,708 |
(82,619) |
|
|
| CASH
FLOW FROM INVESTING ACTIVITIES |
|
| Fixed
capital expenditure |
|
(37,411) |
(48,084) |
|
| Sale
proceed of operating assets - net |
|
691 |
626 |
|
|
---------- |
---------- |
|
| Net
cash outflow from investing activities |
|
(36,720) |
(47,458) |
|
|
| CASH
FLOW FROM FINANCING ACTIVITIES |
|
|
|
| Redeemable
capital |
|
20,000 |
75,000 |
|
| Obligation
under finance lease |
|
38,082 |
12,460 |
|
| Long
term deposits |
|
(855) |
1,732 |
|
| Repayment
of redeemable capital, long |
|
|
|
| term
loans and finance lease |
|
(82,769) |
(100,895) |
|
| Short
term running finance and borrowings |
|
(170,015) |
115,706 |
|
| Dividend |
|
-- |
(1) |
|
|
---------- |
---------- |
|
| Net
cash (outflow)/inflow from financing activities |
|
(195,557) |
104,002 |
|
|
---------- |
---------- |
|
|
| Net
increase/(decrease) in cash and cash equivalents |
|
41,431 |
(26,075) |
|
| Cash
and bank balance at the beginning of the year |
|
15,059 |
41,134 |
|
|
---------- |
---------- |
|
| Cash
and bank balance at the end of the year |
|
56,490 |
15,059 |
|
|
========== |
========== |
|
|
|
ISMAIL H. ZAKARIA |
|
AZIZ AYOOB |
|
SULEMAN AYOOB |
|
|
Chief Executive |
|
Director |
|
Director |
|
|
|
| NOTES
TO THE ACCOUNTS FOR THE YEAR |
|
| ENDED
SEPTEMBER 30, 1999 |
|
|
| LEGAL
STATUS AND OPERATIONS |
|
|
| The
Company is a public company incorporated in Pakistan under the Companies Act,
1913 (now Companies |
|
| Ordinance,
1984). Its shares are quoted on Karachi and Lahore Stock Exchange in Pakistan
and is principally |
|
| engaged
in the production and sale of sugar and medium density fiber board. |
|
|
| Summary
of Significant accounting policies: |
|
|
| 1.1
Basis for preparation of the accounts |
|
| These
financial statements have been prepared in compliance with the requirement of
International |
|
| Accounting
Standards as adopted by the Institute of Chartered Accountants of Pakistan
which are applicable |
|
