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PLASTOBAG LIMITED                       
Annual Reports 2002  
 
CONTENTS  
Company Information  
Notice of Meeting  
Director's Report  
State of Compliance  
Auditor's Report  
Balance Sheet  
Profit & Loss Account  
Cashflow Statement  
Statement of Changes in Equity  
Notes to the Accounts  
   
COMPANY INFORMATION  
   
BOARD OF DIRECTORS  
  Mr. Hussain Jamil • Chairman / Executive Director  
  Mr. Ahsan Jamil Chief Executive Officer  
  Mr. Ali Jamil  
  Mr, Shahid Jamil  
  Mrs. Deborah Jamil  
  Mrs. Ayesha Khan  
  Mr. Ashiq Hussain Qureshi  
   
AUDIT COMMITTEE  
  Mr. Hussain Jamil Chairman  
  Mrs. Ayesha Khan ' Member Non-Executive Director  
  Mr. Ashiq Hussain Qureshi Member Non-Executive Director  
   
COMPANY SECRETARY  
  Mr. Habib Ur Rehman Siddiqui  
  ACMA  
   
BANKERS  
  Askari Commercial Bank Ltd.  
  Prime Commercial Bank Ltd.  
  Muslim Commercial Bank Ltd.  
  Emirates Bank International  
  The Bank of Khyber   
   
AUDITORS  
  Khalid Majid Rehman Sarfaraz  
  Rahim Iqbal Rafiq  
  Chartered Accountants  
   
LEGAL ADVISOR   
  Abdul Ghaffar Khan  
  Advocate  
   
FACTORY  
  1. Plot No. 112, Phase 5, Industrial Estate Hattar, District Haripur,  
  N.W.F.P. Tel: (0995) 617682-3 Fax: (0995) 617074  
  E-mail: pbLhattar@plastobag.com  
  2. F-248, Near Fire Brigade S.l.T.E., Karachi.  
  Tel, No. (021) 2569550 - 2, Fax No. (021) 2569436  
  E-mail: pbLheadoffice@plastobag.com  
   
REGISTERED & CORPORATE OFFICE  
  F-248, Near Fire Brigade S.l.T.E., Karachi.  
  Tel. No. (021) 2569550 - 2, Fax No. (021) 2569436  
  E-mail: pbLheadoffice@plas1obag.com  
   
DIRECTOR'S REPORT  
   
The board of Directors of Plastobag Ltd. is pleased to present the audited financial statements for the year.    
ended 30th June 2002.  
   
OVERVIEW  
   
The period under review was very challenging for your company especially in the backdrop of our significant    
previous year loss. This was also the first year of operations after our doubling of production capacity and    
was, therefore, that much more crucial. Your company showed its resilience by achieving robust sales-    
revenue growth of 68.5% and quantitative growth of 73% during a period of unusually high economic volatility    
and reduced business activity.  
   
The period under review marks the beginning of your company's turnaround reducing its loss after taxation to    
Rs.(19.19) million from Rs.(27.98) million last year. This is particularly encouraging as the current year opera    
tions has yielded a healthy operating profit of Rs. 22.64 million, which also constitutes a dramatic swing of    
around Rs.33 million from previous years operating loss of Rs.(10.49) million. The strong operating results    
were, however, swept away by the increase in financial charges of Rs.21.56 million over previous year. This    
enormous increase in financial charges was mainly on account of the lease-financing burden taken on for the    
plant capacity expansion.  
   
SALES & OPERATIONS:  
   
The PET bottle demand has continued to grow quite fast, what with bottle prices sinking due to increased    
competition, to historically low levels. As a result of your company's timely expansion we were in a good    
position to get the lion's share of this growth of around 73%. Superior quality and strong after sales through a    
newly built-up sales team further reinforced our old customer relations particularly in the beverage industry    
and mainly contributed to this high growth. Diversification efforts were somewhat hampered by investment    
constraints but nevertheless some progress in the non-carbonated soft drink (CSD) sector was achieved and    
this will continue to feature as a key priority. Preforms sales, however, more than trippled albeit on a small    
base sale of the previous year,  
   
The Karachi factory continues to operate below break-even although the operating loss was somewhat re    
duced 10% from Rs. (10.50) million last year to Rs. (9.0) million this year. Sales fell quantitatively by 8% but    
fierce competition has meant a greater drop in value sales by 15%. However, some northern market sales    
that our Hattar plant could not supply prior to the expansion and were supplied out of our Karachi factory last    
year reverted back to Hattar after our expansion and to some extent this conceals some of the gains of the    
Karachi operation. Moreover, savings from northward freight helped reduce its operating loss compared to    
previous year.  
   
Operations as a whole for the company showed significant improvements with gross margins jumping from    
5% last year to 18% this year and operating profit margins swinging back in to the profit from (7%) last year    
to 8.5% this year. The main contributing factors were efficient raw material procurement, wastage reduction    
and most importantly economies of scale achieved through much higher sale and production.  
   
FINANCIAL CHARGES:  
   
The main reason for the bottom line loss is the more than doubling of financial charges, from Rs. 18.87 million    
last year to Rs. 40.40 million. The financial plan for our expansion last year was originally based on NDFC    
financing that was pending final approval when it's sudden closure and subsequent merger with National    
Bank of Pakistan took place. This plan was both sustainable from a cash-flow perspective due to a longer    
grace period and repayment tenor as well as much lower mark-up rates especially compared to the leasing  
   
we had to resort to at the last minute. We are now arranging to swap our leasing obligation with long-term    
commercial debt at the prevailing lower rates while also extending our loan repayment tenor to suit our cash    
flows. We are also in negotiation with Bankers Equity Limited, which is under liquidation to refinance and    
repay their outstanding and overdue debt. Our proposal is, however, still pending with them for early finaliza-    
tion.  
   
FUTURE OUTLOOK:  
   
 
The PET market annual growth continues in double digits and we are quite encouraged by the increasing  
   
switchover to PET from other traditional packaging forms like glass and tin. In 2002 - 03 we are looking to    
continue this trend of recovery and consolidate our business through product diversification and preform    
sales. With lower financial charges and increasing sales & production while ensuring low-cost production at    
all times we are confident to achieve an accounting break-even next year.  
   
COMPLIANCE WITH CODE OF CORPORATE GOVERNANCE:  
   
The management is fully aware of the code of corporate Governance and steps are being taken for its    
effective implementation within the allowed time frame. The various statements, as required by the Code, are    
given below:  
   
1. Presentation of Financial statements. The financial statement prepared by the management    
present fairly its state of affairs, the results of its operations, cash flows and changes in equity.  
   
2. Books of Accounts. Proper books of accounts have been maintained.  
   
3. Accounting Policies. Appropriate accounting policies have been consistently applied in prepa    
ration of the financial statements and accounting estimates are based on reasonable and pru    
dent judgment.  
   
4. Compliance with International Accounting Standard. International Accounting standard, as    
applicable in Pakistan, have been followed in the preparation of financial statement and any    
departure there from has been adequately disclosed.  
   
5. Internal Control System. The system of internal control is sound in design and has been effec    
tively implemented and monitored.  
   
6. Going Concern. There is no significant doubt on PLASTOBAG LIMITED's ability to continue as    
a going concern.  
   
7. Compliance with Corporate Governance. There has been no material departure from the best    
practice of corporate governance, as detailed in the listing regulations.  
   
8. Financial Data of last six years. Key operating and financial date for the last six years in    
summaries form is attached (see annexure A).  
   
9. Dividend. As a consequence of the large accumulated financial loss, coupled with increase in    
the requirements of working capital to cope with future business requirements no dividend is    
recommended by the Board for the period under review.  
   
10. Outstanding statutory payments. There are no outstanding statutory payments on account of    
taxes, levies and charges except of normal and routine nature which are given in note #11 .  
   
11. Significant plans and decisions. Last year we did an expansion whereby the capacity in    
creased by 100 percent. Now we are looking for debt restructuring whereby the new leases for    
Hatter plant will be swapped by new debt thereby reducing mark-up by 5% approximately.  
   
12. Gratuity Fund. Statement as to the value of gratuity fund on the basis of actuarial valuation as    
on 30.6.2002 is included in note No. 20 to the accounts.  
   
13. • Board Meetings. During the year 5 board meeting were held and the attendance by each director    
is given below:  
   
Name of Director   No of Meetina Attended  
Mr. Ahsan Jamil   5  
Mr. Hussain Jamil   5  
Mrs. Deborah Jamil   5  
Mrs. Ayesha Khan   5  
Mr. Shahid Jamil   2  
Mr. Ali Jamil   1  
Mr. Ashiq Hussain Qureshi 0  
   
14. Pattern of shareholding The pattern of shareholding and additional information regarding pat    
tern of shareholding is attached annexure B.  
   
15. Trading of shares. Trading of shares by director of the Company during the period under review    
is as under:  
   
Name   Designation   No of Shares  
  acquired/(Sold)  
Mr. Hussain Jamil   Chairman/Executive Director 28,000  
Mr. Ahsan Jamil   Chief Executive Officer   27,850  
Mrs. Ayesha Khan   Director   221,242  
   
AUDITORS.  
   
The present Auditors, M/s. Khalid Majid Rehman Sarfraz Rahim Iqbal Rafiq, Chartered Accountants.    
retire and being eligible, offer themselves for re-appointment for the year 2002-2003.  
   
ACKNOWLEDGEMENT.  
   
We would like to place on record our appreciation for the untiring efforts, teamwork and dedication by the    
company's management and employees during the year under review.  
   
We would also like to express our gratitude to our valued shareholders, customers, suppliers and finan    
cial institutions for their co-operation, constant support and trust reposed in your company.  
   
For and on behalf of the board of Directors  
   
Karachi.    
Dated: 27th September, 2002  
   
(Ahsan Jamil)    
Chief Executive Officer.  
   
Seven Years at a Glance  
   
  2002 2001 2000 1999 1998 1997 1996  
Assets Employed  
Fixed Assets (including WIP) 295,110 302,442 207,604 205,250 187,771 194,468 194,657  
Long Term deposit   7,753 7,140 4,140 4,018 693 693 670  
Defered Cost   - - -   409 921 1,381  
Current Assets   98,935 77,620 80,181 69,702 49,914 38,227 31,161  
Total Assets Employed   401,798 387,201 291,925 278,970 238,787 234,308 227,868  
Financed by  
Shareholder's Equity   31,165 50,358 78,346 77,830 60,825 46,284 42,094  
Revaluation surplus   92,520 92,520 92,520 92,520 92,520 92,520 92,520  
Long Term loans and leasing 111,578 144,561 45,542 53,195 42,233 36,148 49,227  
Deferred Liabilities   3,029 6,213 - - - . -  
Current Liability   163,506 93,550 75,518 55,425 43,208 59,357 44,027  
  401,798 387,201 291,925 278,970 238,787 234,308 227,868  
Sales & Profits  
 
Sales   250,541 148,671 126,832 143,991 131,088 122,025 138,606  
Gross Profit   46,043 7,479 27,419 48,413 31,390 35,680 29,818  
Operatig profit   22,326 -10,434 14,696 32,010 17,639 21,188 16,387  
Profit / (Loss) before taxation -18,110 -29,364 677 17,005 19,096 2,652 4,008  
Profit / (Loss) after taxation -19,192 -29,552 515 17,005 19,096 4,190 3,315  
Dividend   - - 7,446 4,099 4,554   -  
Retained Eamings/(Loss) -25,920 -6,728 21,260 28,191 15,284 743 -3,447  
Financial Ratios  
Gross Profit as % of sales 18.38% 5.03% 21.62% 33.62% 23.95% 29.24% 21.51%  
Operating Profit / (Loss) as % of sales 8.91% -7.02% 11.59% 22.23% 13.46% 17.36% 11.82%  
Net Profit / (Loss) as % of sales -7.66% -19.88% 0.41% 11.81% 14.57% 3.43% 2.39%  
Current ratio   0.82 1.05 1.22 1.53 1.34 1.02 1.1  
Long term debt %   43.43% 50.29% 21.04% 23.80% 21.59% 20.66% 26.78%  
Equity % / (Loss)   52.57% 49.71% 78.96% 76.20% 78.41% 79.34% 73.22%  
Earnings per share   -3.36 -5.18 0.1 3.73 1.76 0.58 0.88  
Dividend (%)   0.00% 0.00% 0.00% 0.00% 10.00% 0.00% 0.00%  
Bonus Shares (%)   0.00% 0.00% 15.00% 9.00% 0.00% 0.00% 0.00%  
   
PATTERN OF SHAREHOLDING (FORM 34) AS AT JUNE 30, 2002  
   
Annexure"B"  
   
SERIAL NO. OF SHAREHOLDING   TOTAL  
NUMBER SHARE   SHARES  
  HOLDERS FROM TO HELD  
1 333 1 100 17,539  
2 133 101 500 28,073  
3 1594 501 1000 995,002  
4 105 1001 5000 214,770  
5 30 5001 10000 195,337  
6 6 10001 15000 75,528  
7 3 15001 20000 53,899  
8 2 20001 25000 44,283  
9 8 25001 30000 209,023  
10 1 45001 50000 46,000  
11 1 55001 60000 57,159  
12 1 60001 65000 64,469  
13 1 90001 95000 91,062  
14 1 100001 105000 100,280  
15 1 120001 125000 120,336  
16 0.1 140001 145000 143,324  
17 1 150001 155000 151,798  
18 1 195001 200000 196,684  
19 1 200001 205000 201,437  
20 1 220001 225000 223,975  
21 1 235001 240000 238,791  
22 1 285001 290000 286,650  
23 1 345001 350000 346,592  
24 1 690001 695000 694,160  
25 1 910001 915000 912,393  
  2330     5708564  
   
Categories of shareholders  
   
     
Name   Shareholder Share Percentage  
1. Associated Companies, undertaking and related parties NIL NIL NIL      
2. NIT/ICP      
National Bank of Pakistan   1 . 120,336 2.11      
Invstment Corp of Pakistan   1 8,212 0.15    
  2 128,548 2.26      
3. Directors, Chief Executive , their spouse and minor children      
3.a. Mr. Hussain Jamil Chairman / Executive Director 1 912,393 15.98      
3.b. Mr. Ahsan Jamil Chief Executive officer   1 694,160 12.16      
3.c. Mr. Shahid Jamil Director   1 238,791 4.18      
3.d. Mr. All Jamil Director   1 223,975 3.92      
3.e. Mrs. Deborah Jamil Director   1 286,650 5,02  
3.f. Mrs. Ayesha Khan Director   1 346,592 6.07      
3.g. Mr. Ashiq Hussain Qureshi Director   1 626 0.01  
  7 2,703,187 47.35    
4. Executives   NIL NIL NIL  
5. Public Sector Companies and Corporations.            
5,a Habib Brothers (Pvt) Ltd.   1 626 0.01    
5.b Ali Hussain Rajab All (Pvt.) Ltd.   1 5,117 0.09  
  2 5,743 0.1  
6. Banks, Development Finance Institutions, Non-Banking Finance Institutions, Insurance Companies,  
Modarbas and Mutual Funds.  
6.a Somer's Nominee(Far East) Ltd C/0 Citi Bank N.A 1 12,785 0.22  
6.b State Life Insurance Corp of Pakistan   1 201,437 3.52      
6.c. National Development Finance Corp   1 3,915 0.07      
  3 218,137 3.82  
7. Shareholding ten percent or more voting interest. NIL NIL NIL      
8. Individuals   2,216 2,652,949 46.47  
Total   2,230 5,708,564 100  
   
   
STATEMENT OF COMPLIANCE WITH CODE OF    
CORPORATE GOVERNANCE  
   
The Board of Directors of PLASTOBAG LIMITED feels pleasure in stating that the Company has complied    
: with all the provisions, relevant for the year ended June 30, 2002, of the Code of Corporate Governance as    
contained in the Listing Regulations of the Karachi Stock Exchange. Moreover, the implementation of other    
provisions of the Code is currently in process. • ;  
   
For and on behalf of the Board  
   
AHSANJAMIL  
Cheif Executive Officer  
   
Karachi:  
   
Dated : September 27,2002  
   
REVIEW REPORT TO THE MEMBERS ON STATEMENT OF    
COMPALIANCE 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 Plastobag Limited to comply with the Listing Regulation    
No. 37 of the Karachi 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 the audit of 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 Boards' 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