| Singer Pakistan Limited |
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| Annual
Report 1999 |
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| Contents |
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| Board
of Directors |
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| Notice
of Meeting |
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| Directors'
Report |
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| Pattern
of Holding of Shares |
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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 Financial Position |
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| Notes
to the Financial Statements |
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| Statistical
Summary |
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|
|
| Board
of Directors |
Kamal Shah |
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|
Rasheed Y. Chinoy |
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|
Bashir Ahmed |
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|
Roshan Ali Hamirani
(alternate to: John Sutherland) |
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|
Badaruddin F. Vellani
(alternate to: Sinniah Ramanathan) |
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|
Istaqbal Mehdi |
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|
U. R. Usmani |
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| Secretary |
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Rizwan U1 Haq Khan |
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| Bankers |
|
Allied Bank of Pakistan
Limited |
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|
ANZ Grindlays Bank |
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Bank A1-Habib Limited |
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|
Emirates Bank
International PJSC |
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|
Habib Bank Limited |
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|
Muslim Commercial Bank
Limited |
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|
National Bank of Pakistan |
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|
Orix Investment Bank |
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Platinum Commercial Bank
Limited |
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Prime Commercial Bank
Limited |
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United Bank Limited |
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| Auditors |
|
Khalid Majid Husain
Rahman |
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Chartered Accountants |
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| Registrar |
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Gangjees Investment &
Finance Consultants |
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|
513, Clifton Centre |
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Kehkashan, Block-5 |
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Clifton |
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Karachi. |
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| Registered
Office |
Plot No. 39, Sector 19 |
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Korangi Industrial Area |
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Karachi. |
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| Head Office |
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A1-Haroon Building |
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3rd Floor |
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10 - Garden Road |
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Karachi. |
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| Notice
of Meeting |
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| Notice
is hereby given that the Thirty- |
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| Ninth
Annual General Meeting of Singer |
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| Pakistan
Limited will be held on Tuesday June |
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| 27,
2000, at 11.00 a.m. at Beach Luxury Hotel, |
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| Karachi,
to transact the following business: |
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| ORDINARY
BUSINESS: |
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| 1.
To receive and consider the audited |
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| accounts
of the Company for the |
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| period
from January 3, 1999 to |
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| December
31, 1999 and the Reports of |
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| Directors
and Auditors thereon. |
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|
| 2.
To appoint auditors and to fix their |
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| remuneration. |
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| 3.
To declare a cash dividend @ of 7(1/2)% |
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| i.e.
0.75 paisa per ordinary share of |
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| Rs.10/-
each for the period from |
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| January
3, 1999 to December 31, 1999 |
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| as
recommended by the Directors. |
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|
By Order of the Board |
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|
RIZWAN UL HAQ KHAN |
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| Karachi:
May 26, 2000 |
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Company Secretary |
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| Notes: |
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| 1.
The Share Transfer Books of the Company wil1 be |
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| closed
for the Purpose of determining the |
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| entitlement
of Cash Dividend and no transfer of |
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| shares
Will be accepted for registration from |
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| Wednesday,
June 14, 2000 to Tuesday, June 27, 2000 |
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| (both
days inclusive). |
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| 2.
A Member, entitled to attend, speak and vote at the |
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| General
Meeting is entitled to appoint another |
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| person
as his/her proxy to attend, speak and vote |
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| instead
of him/her and a proxy so appointed shall |
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| have
such rights, as respects attending, speaking |
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| and
voting at the General Meeting as are available |
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| to
the Member. Proxies, in order to be effective, |
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| must
be received at the Registered Office of the |
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| Company
not less than 48 hours before the Meeting. The |
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| Proxy
need not be a member of the Company. |
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| 3.
Members are requested to notify us immediately of |
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| any
change in their Registered Address Currently |
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| available
with us. |
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| 4.
The Registered Office of the Company is located at |
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| Plot
No. 39, Sector 19, Korangi Industrial Area, |
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| Korangi,
Karachi. |
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| CDC
Account Holders will further have to follow the |
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| under
mentioned guidelines as laid down in Circular 1 |
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| dated
January 26, 2000 issued by the Securities and |
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| Exchange
Commission of Pakistan: |
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| A.
For Attending the Meeting: |
|
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| i)
In case of individuals, the account holder or sub- |
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| account
holder and/or the person whose securities |
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| are
in group account and their registration details are |
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| uploaded
as per the Regulations, shall authenticate |
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| his
identity by showing his original National Identity |
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| Card
(NIC), or original passport at the time of |
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| attending
the meeting. (CDC account holders are |
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| also
requested to bring their participant ID numbers |
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| and
account numbers in CDS). |
|
|
| ii)
In case of a corporate entity, the Board of Directors' |
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| resolution/power
of attorney with specimen |
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| signature
of the nominee shall be produced (unless it |
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| has
been provided earlier) at the time of the meeting. |
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|
| B.
For Appointing Proxies: |
|
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| i)
In case of individuals, the account holder or sub- |
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| account
holder and/or the person whose securities |
|
| are
in group account and their registration details are |
|
| uploaded
as per the Regulations, shah submit the |
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| proxy
form as per the above requirement (note 2 |
|
| above). |
|
|
| ii)
The proxy form shall be Witnessed by two persons |
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| whose
names, addresses and NIC numbers shall be |
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| mentioned
on the form. |
|
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| iii)
Attested copies of NIC or the passport of the |
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| beneficial
owners and the proxy shah be furnished |
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| with
the proxy form. |
|
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| iv)
The proxy shall produce his original NIC or original |
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| passport
at the time of the meeting. |
|
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| v)
In the case of a corporate entity, the Board of |
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| Directors'
resolution/power of attorney with |
|
| specimen
signature of the proxy holder shall be |
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| submitted
(unless it has been provided earlier) |
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| alongwith
proxy form to the Company. |
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|
|
| Report
of the Directors |
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| for
the period from January 3, 1999 to |
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| December 31, 1999 |
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|
| The
Board of Directors have pleasure in presenting |
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| the
Annual Report and Audited Accounts for the |
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| period
from January 3, 1999 to December 31, 1999. |
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| FINANCIAL
REVIEW |
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| During
1999 business conditions remained difficult. |
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| The
recessionary conditions further affected the |
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| consumer
purchasing power. |
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|
| Sales
for the year under review increased to |
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| Rs.
597.48 million from Rs. 561.43 million, an increase |
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| of
6.4%. The increase in sales was mainly in |
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| Appliances,
(Refrigerators), while sales of Sewing |
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| Machines
declined. |
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| The
profit before taxation for the year increased to |
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| Rs.
14.32 million from Rs. 10.50 million, an increase |
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| of
36.4%, mainly due to reduced financial charges |
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| with
prudent utilization of funds, improvement in |
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| earned
carrying charges and partly offset by |
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| Administrative
and Selling Expenses. The tough |
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| competition
did not permit us to increase prices fully |
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| to
maintain gross margin. The Administrative and |
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| Selling
Expenses increased mainly due to sales |
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| promotion
and Incentive Programs to keep sales |
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| going. |
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| Profit
after taxation was about the same as last year |
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| after
providing tax for prior year. The presumptive |
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| tax
regime had an adverse effect on profit. |
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|
| SEWING
MACHINES |
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| Sales
of Sewing Machines in 1999 was Rs. 103.34 |
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| million
as against Rs. 104.50 million showing a |
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| marginal
reduction. Sewing Machine business |
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| remained
under pressure due to tough competition |
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| from
the un-organized sector, irregular imports and |
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| declining
consumer purchasing power. |
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|
| APPLIANCES |
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| Sales
of appliances at Rs. 383.47 million against |
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| Rs.
389.85 million in the prior year, showing a |
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| marginal
decline. The sales of locally produced |
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| Refrigerators
and Colour Televisions marginally |
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| increased.
However, sales of Washing Machines and |
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| Gas
Appliances declined due to depressed market |
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| conditions.
The overall market of Appliances |
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| remained
under pressure during the year. |
|
|
| GOODS
PURCHASED FOR RE-SALE |
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| Sales
of goods purchased for resale increased to |
|
| Rs.
110.67 million compare to Rs. 67.08 million in the |
|
| prior
year, an increase of 65.0%. This is mainly due to |
|
| increased
sale of imported Refrigerators, Industrial |
|
| Sewing
Machines and Knitting Machines. |
|
|
| DIRECTORS |
|
| During
the period since the last Report of the |
|
| Directors,
Mr. Samir Ahmed, a nominee of NIT |
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| retired,
and Mr. Istaqbal Mehdi, nominee of NIT was |
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| elected
as Director of the Company. |
|
|
| YEAR
2000 AND COMPLIANCE |
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| The
Company entered the Millennium without any |
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| problem
relating to either Hardware or Software. |
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| FUTURE
OUTLOOK |
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| We
plan to promote Sales of our Appliances, |
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| particularly
Refrigerators and Colour Televisions |
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| through
aggressive promotions. We also plan to |
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| promote
Sewing Machine business especially high |
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| value
Zig Zag through marketing programmes, |
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| training
and demonstration. |
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|
| PROFITABILITY
AND APPROPRIATIONS |
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| The
profit and proposed appropriations for the year |
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| is as follows: |
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|
(Rs. in million) |
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|
1999 |
|
|
|
|
| Profit after Tax |
|
7.035 |
|
| Unappropriated
Profit brought |
|
|
|
| forward |
|
1.058 |
|
|
------------------ |
|
| Profit
available for |
|
8.093 |
|
| appropriation |
|
|
|
|
| Appropriations: |
|
|
|
| Transfer
from Revenue Reserves |
|
1.000 |
|
| Proposed
Cash dividend |
|
(8.500) |
|
|
------------------ |
|
|
(7.500) |
|
| Unappropriated
profit carried |
|
------------------ |
|
| forward |
|
0.593 |
|
|
========== |
|
| Earnings
Per Share |
|
0.62 |
|
|
|
|
========== |
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|
|
|
|
|
| DIVIDENDS |
|
| The
Board of Directors recommended the |
|
| declaration
of a Cash Dividend at the rate of paisa |
|
| 0.75
per Ordinary Share (7(1/2)%) out of the profit |
|
| available
for appropriation for the year under |
|
| review. |
|
|
| HUMAN
RESOURCES |
|
| Management
and employees relations remained |
|
| cordial.
A two-years agreement with the Collective |
|
| Bargaining
Agent was Signed during the year. The |
|
| negotiations
were held in a cordial atmosphere. |
|
| Programmes
to improve professional skills of |
|
| employees
were implemented during the year for all |
|
| levels
of Management. |
|
|
| The
Board of Directors would like to take this |
|
| opportunity
to express their appreciation for the |
|
| hard
work of employees of the Company in difficult |
|
| business
conditions. |
|
|
| SOCIAL
RESPONSIBILITIES |
|
| We
are Committed to fulfill our social responsibilities by |
|
| continued
support of training Classes in sewing and |
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| Knitting
to enable average income groups to |
|
| supplement
their income. |
|
|
| AUDITORS |
|
| The
Auditors, Messrs. Khalid Majid Husain Rahman |
|
| retire
and offer themselves for re-appointment for |
|
| the year 2000. |
|
|
| PATTERN
OF SHARE HOLDING |
|
| A
statement showing the pattern of holding of |
|
| shares
by the Shareholders of Singer Pakistan |
|
| Limited
as at December 31, 1999 is annexed to this |
|
| Report. |
|
|
| HOLDING
COMPANY |
|
| Singer
VIII BV Netherland holds 70% capital of |
|
| Singer
Pakistan Limited. The holding Company is in |
|
| the
process of restructuring and reorganizing since |
|
| September
12, 1999. |
|
|
| GENERAL |
|
| During
the period from end of the financial year of |
|
| the
Company to which the Balance Sheet relates, |
|
| there
have been no material commitments made and |
|
| no
changes have occurred which materially affect |
|
| the
financial position of the Company. |
|
|
|
On behalf of the Board |
|
|
|
|
| Karachi |
|
KAMAL SHAH |
|
| Dated:
May 26, 2000 |
|
Chairman |
|
|
|
| Pattern
of holding of shares held |
|
| by
the Shareholders of Singer Pakistan Limited |
|
| as
at December 31, 1999 |
|
|
|
Shareholding |
|
|
| Number of |
|
Total Shares |
|
| Shareholders |
From |
To |
held |
|
|
| 155 |
1 |
100 |
8,366 |
|
| 205 |
101 |
500 |
57,724 |
|
| 185 |
501 |
1000 |
128,519 |
|
| 68 |
1001 |
5000 |
138,857 |
|
| 16 |
5001 |
10000 |
105,587 |
|
| 3 |
10001 |
15000 |
38,369 |
|
| 1 |
20001 |
25000 |
20,088 |
|
| 1 |
25001 |
30000 |
27,050 |
|
| 1 |
160001 |
165000 |
160,056 |
|
| 1 |
320001 |
325000 |
324,000 |
|
| 1 |
370001 |
375000 |
374,257 |
|
| 1 |
390001 |
395000 |
392,833 |
|
| 1 |
1615001 |
1620000 |
1,616,851 |
|
| 1 |
7940001 |
7945000 |
7,941,312 |
|
| ------------------ |
|
------------------ |
|
| 640 |
|
11,333,869 |
|
| ========== |
|
========== |
|
|
| Categories
of Shareholders |
|
| as
at December 31, 1999 |
|
|
| Categories
of Shareholders |
|
Number |
Shares held |
Percentage |
|
|
| 1. Individuals |
|
622 |
1,268,482 |
11.20 |
|
| 2.
Investment Companies |
|
4 |
1,952,660 |
17.23 |
|
| 3.
Joint Stock Companies |
|
6 |
162,408 |
1.43 |
|
| 4.
Modaraba Companies |
|
1 |
324 |
0.00 |
|
| 5.
Associated Companies |
|
3 |
243 |
0.00 |
|
| 6.
Holding Companies |
|
1 |
7,941,312 |
70.07 |
|
| 7.
Financial Institutions |
|
2 |
8,340 |
0.07 |
|
| 8.
Insurance Companies |
|
1 |
100 |
0.00 |
|
|
------------------ |
------------------ |
------------------ |
|
|
640 |
11,333,869 |
100.00 |
|
|
========== |
========== |
========== |
|
|
|
| Auditors'
Report To The Members |
|
|
| We
have audited the annexed balance sheet of SINGER PAKISTAN LIMITED as at
December 31, 1999 |
|
| and
the related profit and loss account and the statement of changes in financial
position (cash flow |
|
| statement),
together with the notes forming part thereof, for the period 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 period was for the purpose of the
Company's |
|
| business; and |
|
|
| (iii)
the business conducted, investments made and the expenditure incurred during
the |
|
| period
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 statement of
changes in |
|
| financial
position (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 December 31, 1999 and of the profit and the changes in financial position
for the |
|
| period
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
section 7 of that Ordinance. |
|
|
| Karachi |
|
KHALID MAJID HUSAIN RAHMAN |
|
| Dated:
May 29, 2000 |
|
CHARTERED ACCOUNTANTS |
|
|
|
| Balance
Sheet as at December 31, 1999 |
|
|
|
|
(Rs. in
'000) |
|
|
Note |
1999 |
1998 |
|
|
|
|
|
|
|
| SHARE
CAPITAL AND RESERVES |
|
|
|
| Share Capital |
|
| Authorised |
|
|
| 15,000,000
(1998: 15,000,000) ordinary shares |
|
150,000 |
150,000 |
|
| of Rs. 10 each |
|
========== |
========== |
|
|
|
|
| Issued,
subscribed and paid-up |
|
4 |
113,339 |
52,472 |
|
| Capital reserves |
|
5 |
24,689 |
24,689 |
|
| Revenue
reserves |
|
5 |
44,337 |
45,337 |
|
| Reserve
for issue of Bonus Shares |
|
5 |
-- |
60,867 |
|
| Unappropriated
profit |
|
5 |
593 |
1,058 |
|
|
|
------------------ |
------------------ |
|
|
|
182,958 |
184,423 |
|
|
| SURPLUS
ON REVALUATION OF FIXED ASSETS |
6 |
29,153 |
29,153 |
|
|
|
|
|
| LIABILITIES
AGAINST ASSETS SUBJECT TO |
|
|
|
| FINANCE
LEASE |
|
7 |
6,993 |
11,801 |
|
|
|
|
|
| DEFERRED
LIABILITIES |
|
8 |
1,747 |
1,890 |
|
| LONG-TERM
DEPOSITS |
|
9 |
6,059 |
5,809 |
|
|
|
| CURRENT
LIABILITIES |
|
| Current
maturity of liabilities against |
|
| assets
subject to finance lease |
|
7.1 & 7.2 |
5,169 |
4,663 |
|
| Finance
under mark-up arrangements - secured |
|
10 |
274,014 |
265,450 |
|
| Creditors,
accrued expenses and other liabilities |
|
11 |
97,593 |
83,955 |
|
|
|
------------------ |
------------------ |
|
|
376,776 |
354,068 |
|
| CONTINGENT
LIABILITIES AND COMMITMENTS |
12 |
|
|
------------------ |
------------------ |
|
|
603,686 |
587,144 |
|
|
========== |
========== |
|
|
| TANGIBLE
FIXED ASSETS |
|
| Operating
fixed assets |
|
13 |
80,855 |
90,439 |
|
| Capital
work-in-progress |
|
14 |
219 |
-- |
|
|
|
------------------ |
------------------ |
|
|
|
81,074 |
90,439 |
|
|
|
|
|
| LONG-TERM
DEPOSITS AND |
|
15 |
7,397 |
6,353 |
|
| PREPAYMENTS |
|
|
|
|
|
|
|
|
|
| DEFERRED
COST |
|
16 |
1,355 |
1,429 |
|
|
|
| CURRENT
ASSETS |
|
| Stores,
spares and loose tools |
|
17 |
6,714 |
6,865 |
|
|
|
|
| Stock-in-trade |
|
18 |
174,121 |
172,434 |
|
| Trade debts |
|
19 |
224,363 |
216,550 |
|
| Advances,
deposits, prepayments and |
|
|
|
| other
receivables |
|
20 |
36,091 |
37,171 |
|
|
|
|
| Taxation |
|
|
49,729 |
33,321 |
|
| Cash
and bank balances |
|
21 |
22,842 |
22,582 |
|
|
|
------------------ |
------------------ |
|
|
|
513,860 |
488,923 |
|
|
|
------------------ |
------------------ |
|
|
|
603,686 |
587,144 |
|
|
========== |
========== |
|
| The
annexed notes form an integral part of these |
|
| financial
statements. |
|
|
|
KAMAL SHAH |
|
RASHEED Y. CHINOY |
|
|
CHIEF EXECUTIVE |
|
DIRECTOR |
|
|
|
| Profit
and Loss Account |
|
| For
the period from January 3, 1999 to |
|
| December
31, 1999 |
|
|
|
(Rs. in
'000) |
|
|
Note |
1999 |
1998 |
|
|
| Sales - net |
|
22 |
597,477 |
561,433 |
|
| Cost
of goods sold |
|
23 |
501,694 |
466,104</ |
