| Lakson Tobacco Company Limited |
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| ANNUAL
REPORT 2002 |
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| |
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| CONTENTS |
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| Company Information |
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| Notice of Meeting |
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| Directors' Report |
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| Statement
of Compliance with Best Practices of Corporate Governance |
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| Auditors'
Report to the Members |
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| Balance Sheet |
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| Profit & Loss Account |
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| Cash Flow Statement |
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| Statement
of Changes in Equity |
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| Notes to the Accounts |
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| Pattern
of Holding of Shares |
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| Subsidiary
Company's Accounts |
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| Premier
Tobacco Company (Pvt) Limited |
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| Financial Highlights |
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| |
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| BOARD
OF DIRECTORS |
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| IQBALALI LAKHANI |
|
(Chairman & Chief
Executive) |
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| AMIN
MOHAMMED LAKHANI |
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| E.A. NOMANI |
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| TASLEEMUDDIN
AHMED BATLAY |
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| NAZIR HUSSAIN |
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| AZIZ EBRAHIM |
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| SHAHID
AHMED KHAN |
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| RAMZAN
ALI HALANI |
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| M.K. NAWAZ |
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| MANSOOR AHMED |
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| ADVISOR |
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| SULTANALI
LAKHANI |
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| |
| COMPANY
SECRETARY |
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| RAMZAN
ALI HALANI |
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| |
| AUDIT COMMITTEE |
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| AMIN MOHAMMED LAKHANI |
(Chairman) |
|
| AZIZ EBRAHIM |
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| SHAHID
AHMED KHAN |
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| |
| AUDITORS |
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| A.F. FERGUSON&CO. |
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| Chartered Accountants |
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| EBRAHIM & CO. |
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| Chartered Accountants |
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| REGISTERED OFFICE |
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| LAKSON
SQUARE, BUILDING NO. 2 |
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| SARWAR
SHAHEED ROAD |
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| KARACHI-74200 |
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| FACTORIES |
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| 1. E/15, S.l.T.E., KOTRI |
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| DISTT.
DADU (SINDH) |
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| 2.
PLOT NO 20, SECTOR NO. 17 |
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| KORANGI
INDUSTRIAL AREA, KARACHI |
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| 3. QUADIRABAD |
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| DISTT. SAHIWAL |
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| 4.
VILLAGE: MANDRA |
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| TEH : GUJAR KHAN |
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| DISTT. RAWALPINDI |
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| 5. ISMAILA |
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| DISTT. SWABI |
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| Notice of Meeting |
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| NOTICE
IS HEREBY GIVEN that the 33rd Annual General Meeting of Lakson Tobacco
Company Limited |
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| will
be held on Monday November 04, 2002 at 3.00 p.m. at Avar! Renaissance Towers
Hotel, Fatima Jinnah |
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| Road,
Karachi to transact the following business: |
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| |
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| ORDINARY
BUSINESS |
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| 1. To receive, consider and adopt the audited
financial statements for the year ended June 30, 2002 |
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| together
with the Directors' and Auditors' Reports thereon. |
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| |
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| 2. To declare final dividend in cash @ 85% and
by way of issue of fully paid bonus shares @ 20% as |
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| recommended
by the Board of Directors, in addition to the interim dividend @ 20% already
paid. |
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| |
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| 3. To consider to appoint auditors and fix
their remuneration. |
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| SPECIAL BUSINESS |
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| 4. To consider, subject to declaration of the
final dividend by way of issue of bonus shares as above, to |
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| capitalise
a sum of Rs. 71,273,540 by way of issue of 7,127,354 fully paid bonus shares
of Rs. 10 each |
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| and
if thought fit to pass the following resolution as an ordinary resolution: |
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| "RESOLVED THAT : |
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| |
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| i)
a sum of Rs. 71,273,540 out of the 'Reserve for issue of bonus shares' be
capitalised and applied |
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| in
making payment in full 7,127,354 ordinary shares of Rs.10 each and that the
said shares be |
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| allotted
as fully paid up bonus shares to those members of the Company whose names
appear in |
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| the
register of members on November 04, 2002 @ 20% i.e. in the proportion of one
share for every |
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| five
existing shares and that such new shares shall rank pari passu in all
respects with the existing |
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| ordinary
shares of the Company except that they shall not be eligible for dividend
declared for the |
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| year
ended June 30, 2002; |
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| |
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| ii)
in the event of any member holding less than five shares or a number of
shares which is not an |
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| exact
multiple of five, the fractional entitlements of shares of such members shall
be consolidated |
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| into
whole new shares and the Directors of the Company be and are hereby
authorised to arrange |
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| sale
of the shares constituted thereby in such manner as they may think fit and to
pay the proceeds |
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| of
the sale to such of the members according to their entitlement; |
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| |
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| ill)
for the purpose of giving effect to the above, the Directors be and are
hereby authorised to take |
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| all
necessary steps in the matter and to settle any question or difficulties that
may arise in regard |
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| to
the distribution to the said new shares as they think fit." |
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| |
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| 5. To consider to increase the Authorised
Capital of the Company from Rs. 450 million to Rs. 1,000 |
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| million
and if thought fit to pass the following resolution as an ordinary
resolution: |
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| |
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| "RESOLVED
THAT the Authorised Capital of the Company be and is hereby increased from
Rs. 450 |
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| million
to Rs. 1,000 million by creation of 55 million ordinary shares of Rs. 10 each
and that consequential |
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| notes
be made under clause V of the Memorandum of Association and Article 3 of the
Articles of |
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| Association." |
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| |
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| The
statement under section 160 of the Companies Ordinance, 1984 in the above
matters is annexed. |
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| By Order of the Board |
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| RAMZAN
ALl HALANI |
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| Director/Company
Secretary |
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| Karachi:
September 23, 2002 |
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| NOTES: |
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| |
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| 1.
The share transfer books of the Company will remain closed from October 26,
2002 to November 04, 2002, |
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| both
days inclusive. Transfers received in order at the Company's registered
office situated at Lakson |
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| Square,
Building No. 2, Sarwar Shaheed Road, Karachi upto October 25, 2002 will be
considered in time |
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| to
be eligible for payment of the dividend and issue of bonus shares to the
transferees. |
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| |
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| 2. A member who has deposited his/her shares
into Central Depository Company of Pakistan Limited, must |
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| bring
his/her participant's ID number and account/sub-account number alongwith
original National Identity |
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| Card
(NIC) or original Passport at the time of attending the meeting. |
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| |
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| 3. A member entitled to attend and vote at the
general meeting may appoint another member as his/her proxy |
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| to
attend, speak and vote instead of him/her. |
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| |
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| 4. Forms of proxy to be valid must be received
by the Company at its registered office not later than 48 hours |
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| before
the time of the meeting. |
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| |
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| 5.
Members are requested to notify the Company promptly of any change in their
addresses. |
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| 6. A form of proxy is enclosed herewith. |
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| STATEMENT
UNDER SECTION 160 OF THE COMPANIES ORDINANCE, 1984 |
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| 1.
The Board of Directors has recommended to the members of the Company to
declare final cash dividend |
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| @
85% and by way of issue of fully paid bonus shares @ 20% and thereby
capitalise a sum of Rs. 71,273,540 |
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| which
has been transferred to 'Reserve for issue of bonus shares' out of the profit
for the year ended June |
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| 30,2002. |
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| |
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| 2. At present the Authorised Capital of the
Company is Rs. 450 million. The Board of Directors has recommended |
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| to
increase the Authorised Capital to Rs. 1,000 million to facilitate further
increase in the paid-up capital |
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| as
and when required to do so. |
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| |
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| The
Directors are interested in this business to the extent of their entitlement
of bonus shares as shareholders. |
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| |
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| The
Directors of your Company take pleasure in presenting the thirty-third annual
report and audited accounts |
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| for
the year ended June 30, 2002. |
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| |
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2002 |
2001 |
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| |
(Rupees in '000) |
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| Profit before taxation |
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1,072,917 |
604,914 |
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| Taxation |
|
323,894 |
210,206 |
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| Profit after taxation |
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749,023 |
394,708 |
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| Un-appropriated
profit brought forward |
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412 |
706 |
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| |
749,435 |
395,414 |
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| Appropriations: |
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| Interim
cash dividend @ Rs. 2.00 (2001 : Nil) |
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| per
ordinary share of Rs. 10 each |
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71,274 |
- |
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| Proposed
cash dividend @ Rs. 8.50 |
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| (2001:
Rs. 5.50) per ordinary share |
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| of Rs. 10 each |
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302,913 |
196,002 |
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| |
374,187 |
196,002 |
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| Transfer
to reserve for proposed issue of |
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| bonus
shares in ratio of one share for every |
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| five shares (2001: Nil) |
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71,274 |
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| Transfer
to general reserve |
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303,007 |
199,000 |
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| |
748,468 |
395,002 |
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| Un-appropriated
profit carried forward |
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967 |
412 |
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| OPERATING
RESULTS |
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| |
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| Your
Company has continued to maintain a growth momentum during the year under
review, in terms of |
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| sales
turn over as well as Net Profit. Sales turn over increased by Rs. 772 million
registering a 5% increase |
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| over
the results of the same period of preceding year. Profit after tax increased
by Rs. 354 million mainly |
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| due
to stricter financial discipline. In addition to that appreciation of Pak
rupee against US $ together with |
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| a
reduction of 10.76% in Selling & Distribution expenses and 34.56%
reduction in Financial Charges also |
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| contributed
to achieve these results. Consequently Net Earnings Per Share stand at Rs.
21.02 as against |
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| Rs.
11.08 of the previous financial year. Establishment expenses registered an
increase of 2.82% over the |
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| results
of the last year. During the year under review, your Company's contribution
to the national exchequer |
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| in
the shape of excise duties, sales tax, witholding tax, corporate tax and
customs levies also rose to an |
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| all
time high of Rs. 10.198 billion as compared to Rs. 9.910 billion of the
previous year. The component of |
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| excise
duties, sales tax, witholding tax, corporate tax and customs levies paid
during the year, was equivalent |
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| to
63.24% of domestic sales turnover for cigarettes. |
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| |
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| LEAF TOBACCO |
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| |
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| The
2001 tobacco crop was surplus to the industry's requirement and as per
practice established by the |
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| Pakistan
Tobacco Board, the Company had to pick up additional quantities which were
purchased at competitive |
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| prices. |
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| |
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| FUTURE OUTLOOK |
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| |
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| Your
Company will seek to consolidate its position in the face of challenges and
the current difficult economic |
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| situation
and will strive to further improve its quality and volume and maintain
profitability. Effective cost control |
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| measures
will be continued with increasing emphasis on expansion of distribution
coverage. Your Company |
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| will
continue to invest to meet future challenges and market opportunities.
However, operating as a highly |
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| taxed
industry, your Company's results are in a large measure dependent on
government policies towards the |
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| excise
duty structure, the deferred payment periods, equitable application of the
excise duty regime throughout |
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| the
tobacco industry, control of smuggling, tax evasion and counterfeiting of
cigarettes. |
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| |
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| APPRECIATION |
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| |
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| The
human factor has always been of critical importance to us. Our brands were
built by entrepreneurial |
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| people;
they are the results of creativity, courage and vision. To encourage these
qualities, we are determined |
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| to
keep Lakson tobacco an exciting, challenging and eminent fair place to work.
This report is dedicated to |
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| all
our employees, as it reflects their commitment to building the Lakson
business. Their strength, skills and |
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| ambition
can make us the most successful Company in the coming periods. |
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| |
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| The
report would be incomplete without placing on record the appreciation of your
directors for the encouragement |
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| and
support which we received from our suppliers, shareholders, banks and
financial institutions. |
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| |
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| STATEMENTS
ON CORPORATE AND FINANCIAL REPORTING FRAME WORK |
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| In
relation to the financial statements and controls, the directors would like
to confirm the following: |
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| • The financial statements, prepared by the
management of the Company, present fairly its state of |
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| affairs,
the result of its operations, cash flows and changes in equity. |
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| • Proper books of accounts of the Company
have been maintained. |
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| • Appropriate accounting policies have been
consistently applied in preparation of financial statements |
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| and
accounting estimates are based on reasonable and prudent judgment. |
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| • International Accounting Standards, as
applicable in Pakistan, have been followed in preparation |
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| of
financial statements and any departure therefrom has been adequately
disclosed. |
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| • The system of internal controls, which was
in place, is being continuously reviewed by internal |
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| procedures.
The process of review will continue and any weaknesses in controls will be
removed. |
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| • There are no doubts upon the Company's
ability to continue as a going concern. |
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| • There has been no material departure from
the best practices of corporate governance, as detailed |
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| in
the listing regulations. |
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| • Key operating and financial data for last
six years in summarized form is annexed. |
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| • Outstanding taxes and levies: |
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| •
Please refer Note Nos. 14.2, 14.3 & 14.4 to the annexed audited accounts. |
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| •
Income tax Rs. 99.560 million. |
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| • The value of investment in provident fund
based on last audited accounts is Rs. 209.701 million |
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| (2000:
Rs. 207.321 million). |
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| • The financial statements have been reviewed
by the audit committee established by the Company. |
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| • During the year 3 (three) meetings of the
Board of Directors were held. Attendance by each Director |
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| is as follows: |
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| |
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| Name of Director |
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No. of Meetings Attended |
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| Mr. Iqbalali Lakhani |
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3 |
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| Mr.
Amin Mohammed Lakhani |
2 |
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| Mr. E. A. Nomani |
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3 |
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| Mr.
Tasleemuddin Ahmed Batlay |
3 |
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| Mr. Nazir Hussain |
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3 |
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| Mr. Aziz Ebrahim |
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3 |
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| Mr.
Shahid Ahmed Khan |
1 |
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| Mr. Ramzan Ali Halani |
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3 |
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| Mr. M. K. Nawaz |
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3 |
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| Mr. Mansoor Ahmed |
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3 |
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| |
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| Directors
who were not able to attend some of the meetings were granted leave of
absence. |
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| |
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| PATTERN
OF SHAREHOLDING |
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| |
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| A
pattern of shareholding in the prescribed form appears at pages 35-37. |
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| |
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| AUDITORS |
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| |
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| The
Auditors M/s. A.F. Ferguson & Co., Chartered Accoutants and M/s.Ebrahim
& Co., Chartered Accoutants |
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| retire
and offer themselves for re-appointment. |
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| |
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| on
behalf of the Board of Directors |
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| |
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| IQBALALI LAKHANI |
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| Chairman |
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| |
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| Karachi:
August 26, 2002 |
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| |
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| Statement
of Compliance with Best Practices of Corporate Governance |
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| |
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| The
Company is in process of implementing all facets of the Code of Corporate
Governance issued by the |
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| Karachi
and Lahore Stock Exchanges. The Board feel pleasure in stating that
provisions of the code, relevant |
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| for
the period from May 2, 2002 to June 30, 2002 have been duly complied with. |
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| |
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| IQBALALI LAKHANI |
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| |
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| Chairman
& Chief Executive |
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| |
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| Karachi:
August 26, 2002 |
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| |
|
| REVIEW
REPORT TO THE MEMBERS ON STATEMENT OF COMPLIANCE WITH BEST PRACTICES |
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| OF
CODE OF CORPORATE GOVERNANCE |
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| |
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| We
have reviewed the Statement of Compliance with the best practices contained
in the Code of Corporate |
|
| Governance
prepared by the Board of Directors of Lakson Tobacco Company Limited to
comply with the Listing |
|
| Regulation
No. 37 of the Karachi Stock Exchange and Chapter XIII of the Lahore Stock
Exchange where the |
|
| Company is listed. |
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| |
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| The
responsibility for compliance with the Code of Corporate Governance is that
of the Board of Directors of |
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| the
Company. Our responsibility is to review, to the extent where such compliance
can be objectively verified, |
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| whether
the Statement of Compliance reflects the status of the Company's compliance
with the provisions of |
|
| the
Code of Corporate Governance and report if it does not. A review is limited
primarily to inquiries of the |
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| Company
personnel and review of various documents prepared by the Company to comply
with the Code. |
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| |
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| As
part of our audit of the financial statements we are required to obtain an
understanding of the accounting |
|
| and
internal control systems sufficient to plan the audit and develop an
effective audit approach. We have not |
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| carried
out any special review of the internal control system to enable us to express
an opinion as to whether |
|
| the
Board's statement on internal control covers all controls and the
effectiveness of such internal controls. |
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| |
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| Based
on our review nothing has come to our attention, which causes us to believe
that the Statement of |
|
| Compliance
does not appropriately reflect the Company's compliance, in all material
respects, with the best |
|
| practices
contained in the Code of Corporate Governance as applicable to the Company
for the year ended June |
|
| 30, 2002. |
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| |
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| Karachi |
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| Dated
: September 02, 2002 |
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| |
|
| A.F. FERGUSON & CO. |
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| Chartered Accountants |
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| |
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| EBRAHIM&CO. |
|
| Chartered Accountants |
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| |
|
| Auditors'
Report to the Members |
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| |
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| We
have audited the annexed balance sheet of LAKSON TOBACCO COMPANY LIMITED as
at June 30, |
|
| 2002
and the related profit and loss account, cash flow statement and statement of
changes in equity |
|
| 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. |
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| |
|
| It
is the responsibility of the Company's management to establish and maintain a
system of internal control, |
|
| and
prepare and present the above said statements in conformity with the approved
accounting standards |
|
| and
the requirements of the Companies Ordinance, 1984. Our responsibility is to
express an opinion on |
|
| these
statements based on our audit. |
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| |
|
| We
conducted our audit in accordance with the auditing standards as applicable
in Pakistan. These standards |
|
| require
that we plan and perform the audit to obtain reasonable assurance about
whether the above said |
|
| statements
are free of any material misstatement. An audit includes examining, on a test
basis, evidence |
|
| supporting
the amounts and disclosures in the above said statements. An audit also
includes assessing |
|
| the
accounting policies and significant estimates made by management, as well as,
evaluating the overall |
|
| presentation
of the above said statements. We believe that our audit provides a reasonable
basis for our |
|
| opinion
and, after due verification, we report that: |
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| |
|
| a) in our opinion, proper books of accounts
have been kept by the Company as required by the Companies |
|
| Ordinance, 1984; |
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| |
|
| b) In our opinion: |
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| |
|
| 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, cash flow statement and statement of changes
in equity together |
|
| with
the notes forming part thereof conform with approved accounting standards as
applicable in |
|
| Pakistan,
and, 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, |
|
| 2002
and of the profit, its cash flows and changes in equity for the year then
ended; and |
|
| |
|
| d) in our opinion, Zakat deductible at source
under the Zakat and Ushr Ordinance, 1980, was deducted |
|
| by
the Company and deposited in the Central Zakat Fund established under Section
7 of that Ordinance. |
|
| |
|
| Balance
Sheet as at June 30, 2002 |
|
| |
|
| |
2002 |
2001 |
|
| |
NOTE |
(Rupees in '000) |
|
| FIXED ASSETS |
|
3 |
969,418 |
945,592 |
|
| LONG
TERM INVESTMENT |
|
4 |
1 |
1 |
|
| LONG TERM LOANS |
|
5 |
1,034 |
258 |
|
| LONG
TERM DEPOSITS AND PREPAYMENTS |
6 |
47,123 |
42,169 |
|
| TOTAL
LONG TERM ASSETS |
|
1,017,576 |
988,020 |
|
| CURRENT ASSETS |
|
|
|
| Stores and spares |
|
7 |
87,139 |
102,260 |
|
| Stock in trade |
|
8 |
1,271,508 |
1,621,662 |
|
| Trade debts |
|
9 |
71,276 |
118,184 |
|
| Loans and advances |
|
10 |
16,340 |
11,200 |
|
| Deposits,
prepayments and other receivables |
|
11 |
128,033 |
110,175 |
|
| Cash
and bank balances |
|
12 |
|