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