| PLASTOBAG
LIMITED |
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| Annual Reports 2002 |
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| |
| CONTENTS |
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| Company Information |
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| Notice of Meeting |
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| Director's Report |
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| State of Compliance |
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| Auditor's Report |
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| Balance Sheet |
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| Profit & Loss Account |
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| Cashflow Statement |
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| Statement
of Changes in Equity |
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| Notes to the Accounts |
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| |
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| COMPANY
INFORMATION |
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| |
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| BOARD
OF DIRECTORS |
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| |
Mr. Hussain Jamil •
Chairman / Executive Director |
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| |
Mr. Ahsan Jamil Chief
Executive Officer |
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| |
Mr. Ali Jamil |
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| |
Mr, Shahid Jamil |
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| |
Mrs. Deborah Jamil |
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| |
Mrs. Ayesha Khan |
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| |
Mr. Ashiq Hussain Qureshi |
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| |
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| AUDIT COMMITTEE |
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| |
Mr. Hussain Jamil
Chairman |
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| |
Mrs. Ayesha Khan ' Member
Non-Executive Director |
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| |
Mr. Ashiq Hussain Qureshi
Member Non-Executive Director |
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| COMPANY
SECRETARY |
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| |
Mr. Habib Ur Rehman
Siddiqui |
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| |
ACMA |
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| BANKERS |
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| |
Askari Commercial Bank
Ltd. |
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| |
Prime Commercial Bank
Ltd. |
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| |
Muslim Commercial Bank
Ltd. |
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| |
Emirates Bank
International |
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| |
The Bank of Khyber |
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| AUDITORS |
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| |
Khalid Majid Rehman
Sarfaraz |
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| |
Rahim Iqbal Rafiq |
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| |
Chartered Accountants |
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| LEGAL
ADVISOR |
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| |
Abdul Ghaffar Khan |
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| |
Advocate |
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| FACTORY |
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| |
1. Plot No. 112, Phase 5,
Industrial Estate Hattar, District Haripur, |
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| |
N.W.F.P. Tel: (0995)
617682-3 Fax: (0995) 617074 |
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| |
E-mail:
pbLhattar@plastobag.com |
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| |
2. F-248, Near Fire
Brigade S.l.T.E., Karachi. |
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| |
Tel, No. (021) 2569550 -
2, Fax No. (021) 2569436 |
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| |
E-mail:
pbLheadoffice@plastobag.com |
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| |
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| REGISTERED
& CORPORATE OFFICE |
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| |
F-248, Near Fire Brigade
S.l.T.E., Karachi. |
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| |
Tel. No. (021) 2569550 -
2, Fax No. (021) 2569436 |
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| |
E-mail:
pbLheadoffice@plas1obag.com |
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| |
|
| DIRECTOR'S
REPORT |
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| |
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| The
board of Directors of Plastobag Ltd. is pleased to present the audited
financial statements for the year. |
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| ended 30th June 2002. |
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| |
|
| OVERVIEW |
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| |
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| The
period under review was very challenging for your company especially in the
backdrop of our significant |
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| previous
year loss. This was also the first year of operations after our doubling of
production capacity and |
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| was,
therefore, that much more crucial. Your company showed its resilience by
achieving robust sales- |
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| revenue
growth of 68.5% and quantitative growth of 73% during a period of unusually
high economic volatility |
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| and
reduced business activity. |
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| |
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| The
period under review marks the beginning of your company's turnaround reducing
its loss after taxation to |
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| Rs.(19.19)
million from Rs.(27.98) million last year. This is particularly encouraging
as the current year opera |
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| tions
has yielded a healthy operating profit of Rs. 22.64 million, which also
constitutes a dramatic swing of |
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| around
Rs.33 million from previous years operating loss of Rs.(10.49) million. The
strong operating results |
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| were,
however, swept away by the increase in financial charges of Rs.21.56 million
over previous year. This |
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| enormous
increase in financial charges was mainly on account of the lease-financing
burden taken on for the |
|
| plant
capacity expansion. |
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| |
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| SALES
& OPERATIONS: |
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| |
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| The
PET bottle demand has continued to grow quite fast, what with bottle prices
sinking due to increased |
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| 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 |
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| newly
built-up sales team further reinforced our old customer relations
particularly in the beverage industry |
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| and
mainly contributed to this high growth. Diversification efforts were somewhat
hampered by investment |
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| constraints
but nevertheless some progress in the non-carbonated soft drink (CSD) sector
was achieved and |
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| this
will continue to feature as a key priority. Preforms sales, however, more
than trippled albeit on a small |
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| base
sale of the previous year, |
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| |
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| The
Karachi factory continues to operate below break-even although the operating
loss was somewhat re |
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| duced
10% from Rs. (10.50) million last year to Rs. (9.0) million this year. Sales
fell quantitatively by 8% but |
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| fierce
competition has meant a greater drop in value sales by 15%. However, some
northern market sales |
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| that
our Hattar plant could not supply prior to the expansion and were supplied
out of our Karachi factory last |
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| year
reverted back to Hattar after our expansion and to some extent this conceals
some of the gains of the |
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| Karachi
operation. Moreover, savings from northward freight helped reduce its
operating loss compared to |
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| previous year. |
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| |
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| Operations
as a whole for the company showed significant improvements with gross margins
jumping from |
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| 5%
last year to 18% this year and operating profit margins swinging back in to
the profit from (7%) last year |
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| to
8.5% this year. The main contributing factors were efficient raw material
procurement, wastage reduction |
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| and
most importantly economies of scale achieved through much higher sale and
production. |
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| |
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| FINANCIAL
CHARGES: |
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| |
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| The
main reason for the bottom line loss is the more than doubling of financial
charges, from Rs. 18.87 million |
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| last
year to Rs. 40.40 million. The financial plan for our expansion last year was
originally based on NDFC |
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| 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 |
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| grace
period and repayment tenor as well as much lower mark-up rates especially
compared to the leasing |
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| |
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| we
had to resort to at the last minute. We are now arranging to swap our leasing
obligation with long-term |
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| 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 |
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| repay
their outstanding and overdue debt. Our proposal is, however, still pending
with them for early finaliza- |
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| tion. |
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| |
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| FUTURE OUTLOOK: |
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| |
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| The
PET market annual growth continues in double digits and we are quite
encouraged by the increasing |
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| |
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| switchover
to PET from other traditional packaging forms like glass and tin. In 2002 -
03 we are looking to |
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| continue
this trend of recovery and consolidate our business through product
diversification and preform |
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| sales.
With lower financial charges and increasing sales & production while
ensuring low-cost production at |
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| all
times we are confident to achieve an accounting break-even next year. |
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| |
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| COMPLIANCE
WITH CODE OF CORPORATE GOVERNANCE: |
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| |
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| The
management is fully aware of the code of corporate Governance and steps are
being taken for its |
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| effective
implementation within the allowed time frame. The various statements, as
required by the Code, are |
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| given below: |
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| |
|
| 1.
Presentation of Financial statements. The financial statement prepared by the
management |
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| present
fairly its state of affairs, the results of its operations, cash flows and
changes in equity. |
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| |
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| 2.
Books of Accounts. Proper books of accounts have been maintained. |
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| |
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| 3.
Accounting Policies. Appropriate accounting policies have been consistently
applied in prepa |
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| ration
of the financial statements and accounting estimates are based on reasonable
and pru |
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| dent judgment. |
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| |
|
| 4.
Compliance with International Accounting Standard. International Accounting
standard, as |
|
| applicable
in Pakistan, have been followed in the preparation of financial statement and
any |
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| departure
there from has been adequately disclosed. |
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| |
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| 5.
Internal Control System. The system of internal control is sound in design
and has been effec |
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| tively
implemented and monitored. |
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| |
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| 6.
Going Concern. There is no significant doubt on PLASTOBAG LIMITED's ability
to continue as |
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| a going concern. |
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| |
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| 7.
Compliance with Corporate Governance. There has been no material departure
from the best |
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| practice
of corporate governance, as detailed in the listing regulations. |
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| |
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| 8.
Financial Data of last six years. Key operating and financial date for the
last six years in |
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| summaries
form is attached (see annexure A). |
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| |
|
| 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 |
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| recommended
by the Board for the period under review. |
|
| |
|
| 10.
Outstanding statutory payments. There are no outstanding statutory payments
on account of |
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| taxes,
levies and charges except of normal and routine nature which are given in
note #11 . |
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| |
|
| 11.
Significant plans and decisions. Last year we did an expansion whereby the
capacity in |
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| 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. |
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| |
|
| 12.
Gratuity Fund. Statement as to the value of gratuity fund on the basis of
actuarial valuation as |
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| on
30.6.2002 is included in note No. 20 to the accounts. |
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| |
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| 13.
• Board Meetings. During the year 5 board meeting were held and the
attendance by each director |
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| is given below: |
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| |
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| Name of Director |
|
No of Meetina Attended |
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| 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 |
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| |
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| 14.
Pattern of shareholding The pattern of shareholding and additional
information regarding pat |
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| tern
of shareholding is attached annexure B. |
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| |
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| 15.
Trading of shares. Trading of shares by director of the Company during the
period under review |
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| is as under: |
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| |
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| 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. |
|
| |
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| 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. |
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| |
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| ACKNOWLEDGEMENT. |
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| |
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| We
would like to place on record our appreciation for the untiring efforts,
teamwork and dedication by the |
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| company's
management and employees during the year under review. |
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| |
|
| We
would also like to express our gratitude to our valued shareholders,
customers, suppliers and finan |
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| cial
institutions for their co-operation, constant support and trust reposed in
your company. |
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| |
|
| For
and on behalf of the board of Directors |
|
| |
|
| Karachi. |
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| Dated:
27th September, 2002 |
|
| |
|
| (Ahsan
Jamil) |
|
| Chief Executive Officer. |
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| |
|
| 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 |
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| Karachi: |
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| Dated
: September 27,2002 |
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| REVIEW REPORT TO THE
MEMBERS ON STATEMENT OF |
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| COMPALIANCE WITH BEST PRACTICES
OF |
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| CODE
OF CORPORATE GOVERNANCE |
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| We
have reviewed the Statement of Compliance with the best practices contained
in the Code of Corporate |
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| Governance
prepared by the Board of Directors of Plastobag Limited to comply with the
Listing Regulation |
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| No.
37 of the Karachi Stock Exchange where the Company is listed. |
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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 |
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| 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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| As
part of the audit of financial statements we are required to obtain an
understanding of the accounting and |
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| 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 |
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| the
Boards' statement on internal control covers all controls and the
effectiveness of such internal controls. |
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| Based
on our review, nothing has come to our attention which causes us to believe
that the Statement of |
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| Compliance
does not appropriately reflect the Company's compliance, in all material
respects, with the best |