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Transpak Corporation Limited
Annual Report 2002
Contents
Company Information
Notice of Meeting
Director's Report
Statement of Compliance
Auditors' Report
Balance Sheet
Profit & Loss Account
Cash Flow Statement
Notes to the Cash Flow Statement
Statement of Changes in Equity
Notes to the accounts
Company Information
Notice is hereby given hat the 28th Annual General Meeting of the Shareholders of the Company will be held
on Wednesday October 30, 2002 at 5.00 p.m. at the registered office of the Company at Dawlance Centre,
Civil Lines 9, Dr. Zia-ud-din Ahmed Road, Karachi to transact the following business.
A. ORDINARY BUSINESS:
1. To confirm the minutes of the 27th Annual General meeting held on December 28, 2001.
2. To receive, consider and adopt the Audited Balance Sheet and Profit & Loss Account for the
year ended June 30, 2002 alongwith Auditors' and Directors' report thereon.
3. To consider and approve the payment of the cash dividend as recommended by the Board of
Directors.
4. To appoint Auditors for the year ending June 30, 2003 and fix their remuneration.
5. To transact such other ordinary business as may be placed before the meeting with the
permission of the Chair.
By order of the Board
ASIM MANZOOR
Karachi: Company Secretary
NOTES:
1. The share transfer book of the Company will remain closed from October 20, 2002 to October 31,2002
(both days inclusive) and no transfer will be accepted for registration during this period. The members
whose names appear in the register of members as at the close of business on October 19, 2002 will
qualify for the payment of dividend.
2. A member entitled to attend and vote at the meeting may appoint another member as his/her proxy to
attend and vote for him/her. Proxies in order to be effective must be received at the registered office of
the Company not less than 48 hours before the time of holding the meeting. (Proxy Form is enclosed).
3. Members are requested to communicate to the Company any change of their address.
The Directors of your Company are pleased to present their report and Accounts of the Company for the year
ended June 30, 2002.
OPERATING RESULTS AND PROFITS 2002 2001
(Rupees) (Rupees)
APPROPRIATION
Profit after taxation 20,874,042 56,095,926
Un-appropriated profit brought forward 1,430,265 334,339
---------- ----------
Profit available for appropriation 22,304,307 56,430,265
Transfer to revenue reserves -- (40,000,000)
---------- ----------
22,304,307 16,430,265
Proposed dividend 50% (2001 50%) 15,000,000 15,000,000
Un-appropriated profit carried forward 7,304,307 1,430,265
---------- ----------
Earnings per Share 6.96 18.70
========== ==========
Earning per share in the year 2001 includes the effect of gain on sale of toothpaste business amounting to
Rs. 48.3 million and expense of Golden handshake scheme amounting to Rs. 5.6 million. Excluding these
two factors, EPS from normal operations becomes 4.47 in 2001 as against 6.96 for the current year.
Last years results also include sale of toothpaste for six month, excluding that the sales has shown a growth
over last year by almost 7% in terms of quantity and 4% in terms of value. In addition to that the main focus
was on the reduction of cost in which the Company has succeeded to satisfaction and, even with a drop of
sales by Rs. 25 million due to sale of toothpaste business, the Company has increased its operating profits by
Rs. 3.3 million. The financial position has become even stronger as current ratio has improved to 1.87 against
1.45 in the last year due to reduction in bank borrowings by Rs. 16.3 million, trade debtors by Rs. 16.7 million
and creditors by Rs. 9.6 million.
STATEMENT OF DIRECTORS RESPONSIBILITIES
Preparation of Accounts and Financial Reporting
The Directors are required by statutory law to maintain proper books of accounts and to prepare and present
financial statements each financial year which give a true and fair view of the state of affairs, the results of its
operations, cash flows and changes in equity.
In preparing the financial statements, applicable accounting standards have been followed, suitable
accounting policies have been consistently applied, and accounting estimates are based on reasonable and
prudent judgment.
The directors have general responsibility for taking such steps as are reasonably open to them to safeguard
the assets of the Company and prevent and detect fraud and other irregularities. The directors have a
reasonable expectation that the Company has adequate resources to continue in operational existence in the
foreseeable future. For this reason, they continue to adopt the going concern basis for preparing the accounts.
Internal Controls
The directors acknowledge their responsibility for the Company's system of internal control and confirm they'
have reviewed its effectiveness. This system is designed to provide reasonable assurance of the safeguarding
of assets and shareholders' investment and the reliability of financial information. The Board exercises control
through an organizational structure with clearly defined levels of responsibility, authority and appropriate report-
ing procedures.
The Board confirms that there is a process for identifying, evaluating and managing significant risks faced by
the Company and the same is regularly reviewed by the Management. The Board considers it is appropriately
designed to manage, rather than eliminate, the risk of failure to achieve business objectives and can only
provide reasonable and not absolute assurance against material misstatement or loss. The concept of reason-
able assurance recognizes that the cost of a control procedure should not exceed the expected benefits.
During 2002, the directors were not aware of any control breakdowns, which resulted in any material loss.
COMPLIANCE WITH THE CODE OF CORPORATE GOVERNANCE
The Board is the central element of Company's Corporate Governance System and assures that there is no
material departure from the best practices of corporate governance. The statement of compliance with the best
practices of corporate governance alongwith the review report of external auditor is annexed in this annual
report.
EXTERNAL AUDITORS
The auditors M/s. Gangat & Company, Chartered Accountants, retire & offer themselves for re-appointment.
FUTURE OUTLOOK
The Management foresees that in order to keep pace with the existing trend of growth and to meet the
challenges of the market, it requires new investment in modernization and balancing of production facilities. It
would not only enable us in gaining greater market share with the improved products but also reduction in
costs. Therefore, with the new investment, your management looks forward to future with optimism for even
better results in the years to come.
KEY OPERATING AND FINANCIAL DATA
The key operating and financial data for last six years are annexed in this annual report.
BOARD MEETINGS
During the year under review, the Board met on five occasion. The participation of directors were as follows:
NAME OF DIRECTORS NUMBER OF MEETINGS ATTENDED
Mr. Muhammad Basheer Sulaiman 5
Mr. Mohd. Amin Ali Muhammad 3
Mr. Mohd. Younus All Muhammad 5
Mr. Taimur Dawood 4
Mr. Shakeel Ahmad 4
Mr. Shamim Ahmed Khan 3
Mr. Manzoor H. Chaudhry 0
PATTERN OF SHAREHOLDING
The pattern of shareholding in compliance with the Companies Ordinance, 1984 and revised listing regulations
are annexed in this annual report.
Key Operating & Financial Data
2002 2001 2000 1999 1998 1997
Financial Position
Paid up Capital 30,000,000 30,000,000 30,000,000 30,000,000 30,000,000 30,000,000
Reserves & Un-appropriated profit 72,304,307 66,430,265 25,334,339 32,965,702 34,983,859 36,239,465
Long term liabilities 8,066,640 7,736,351 13,619,454 14,029,772 13,336,070 12,166,844
Current Liabilities 46,888,850 70,779,008 147,312,587 210,138,390 206,284,590 169,156,981
---------- ---------- ---------- ---------- ---------- ----------
Total Liabilities 157,259,797 174,945,624. 216,266,380 287,133,864 284,604,519 247,563,290
---------- ---------- ---------- ---------- ---------- ----------
Fixed Assets 69,686,930 72,616,730 80,635,436 84,156,670 86,130,374 77,474,090
Current Assets 87,572,867 102,328,894 135,630,944 202,976,994 198,474,145 170,089,200
---------- ---------- ---------- ---------- ---------- ----------
Total Assets 157,259,797 174,945,624 216,266,380 287,133,864 284,604,519 247,563,290
---------- ---------- ---------- ---------- ---------- ----------
Operating Position
Net Sales 195,935,422 220,973,943 176,003,401 278,479,610 315,751,645 319,209,007
Cost of Sales 134,544,974 152,190,686 116,508,549 199,075,870 234,250,530 250,828,674
Gross Profit 61,390,448 68,783,257 59,494,852 79,403,740 81,501,115 68,380,333
Administrative & Selling Expenses 28,988,671 39,236,477 44,654,461 52,104,179 55,478,125 43,395,579
---------- ---------- ---------- ---------- ---------- ----------
Operating Profit 32,401,777 29,546,780 14,840,391 27,299,561 26,022,990 24,984,754
---------- ---------- ---------- ---------- ---------- ----------
Profit after taxation 20,874,042 56,095,926 1,368,637 6,981,843 7,744,394 11,268,098
Statistics & Ratios
Gross Profit to Sales % 31.33 31.13 33.80 28.51 25.81 21.42
Current Ratio 1.87 1.45 0.92 0.97 0.96 1.01
Dividend per share 5 5 3 3 3 3
Earning per share 6.96 18.70 0.46 2.33 2.58 3.76
Break-up Value per share 34.10 32.14 18.44 20.99 21.66 22.08
Retained earning per share 24.10 22.14 8.44 10.99 11.66 12.08
PATTERN OF HOLDING OF THE SHARES HELD BY THE SHAREHOLDERS
AS AT JUNE 30, 2002
No. of Shareholders Share Holding Total Shares Held
146 From 1 to 500 31,700
23 From 501 to 1000 17,100
25 From 1001 to 5000 59,600
12 From 5001 to 10000 83,650
1 From 10001 to 15000 11,700
4 From 15001 to 20000 64,208
4 From 20001 to 25000 93,300
2 From 25001 to 30000 52,900
2 From 55001 to 60000 119,800
1 From 60001 to 65000 61,600
1 From 85001 to 90000 89,216
2 From 130001 to 140000 270,700
1 From 160001 to 170000 165,600
1 From 290001 to 300000 296,376
1 From 380001 to 390000 387,550
1 From 1180001 to 1190000 1,195,000
---------- ----------
227 3,000,000
Directors including spouse & children 8 1,263,700 42.12
Individual excluding directors 211 1,177,842 39.26
Investment companies
National Bank of Pakistan - Trustee Dept (NIT) 1 387,550 12.93
Insurance companies 2 64,600 2.15
Joint Stock companies 5 106,308 3.54
---------- ---------- ----------
227 3,000,000 100.00
========== ========== ==========
Name wise Detail of Shares Held by Directors, their Spouse & Children
Shared held by
Name of Directors Director Souse Child Total %
Mr. Muhammad Basheer Sulaiman 1195000 6000 5100 1,206,100 40.20
Mr. Mohd. Amin All Muhammad 23400 23,400 0.78
Mr. Mohd. Yunus All Muhammad 23300 23,300 0.78
Mr. Taimur Dawood 9900 9,900 0.33
Mr. Shakeel Ahmad 500 500 0.02
Mr. Amiruddin Arrain 500 500 0.02
Mr. Shamim Ahmed Khan Shares held by NIT as shown above ---------- ----------
1,263,700 42.12
========== ==========
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 Security
& Exchange Commission of Pakistan and included in the listing regulation of Karachi Stock Exchange. The
Board feels pleasure in stating that provisions of the Code, relevant to the year ended 30, 2002 have been duly
complied with.
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 Dilon Limited, to comply with the Listing Regulation No. 37
of the Karachi Stock Exchange (Guarantee) Limited, 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 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 the internal controls covers all controls and the effectiveness of such internal con-
trols.
Based on our review except for the matter noted in the previous paragraph 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.
Karachi. Gangat & Company
Date: September 26, 2002 Chartered Accountants
Auditors' Report
TO THE MEMBERS
We have audited the annexed Balance Sheet of TRANSPAK CORPORATION 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 a]l 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 presen-
tation 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 Compa-
nies 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 appli-
cable 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 (XVII of 1980),
was deducted by the company and deposited in the central zakat fund established under section 7 of
that Ordinance.
Karachi. Gangat & Co.
Date: September 25, 2002 Chartered Accountants
Balance Sheet
As AT JUNE 30, 2002
2002 2001
NOTE (Rupees) (Rupees)
CAPITAL & LIABILITIES
SHARE CAPITAL & RESERVES
Authorised capital
10,000,000 ordinary shares of Rs. 10/- each 100,000,000 100,000,000
========== ==========
Issued, subscribed & paid-up capital
3,000,000 ordinary shares
of Rs. 10/- each fully paid-up in cash 30,000,000 30,000,000
RESERVE AND SURPLUS
Revenue reserve - General 3 55,000,000 55,000,000
Capital reserve - Share premium 4 10,000,000 10,000,000
Unappropriated profit 7,304,307 1,430,265
---------- ----------
72,304,307 66,430,265
---------- ----------
Shareholders' equity 102,304,307 96,430,265
DEFERRED LIABILITIES 5 8,066,640 7,736,351
CURRENT LIABILITIES
Short term bank finances 6 12,299,287 28,523,437
Creditors, accrued & other liabilities 7 9,278,202 18,893,001
Provision for taxation 10,000,000 7,300,000
Unclaimed dividend 311,361 1,062,570
Proposed dividend 15,000,000 15,000,000
---------- ----------
46,888,850 70,779,008
CONTINGENCIES & COMMITMENTS 8 -- --
---------- ----------
Total Rupees 157,259,797 174,945,624
========== ==========
PROPERTY AND ASSETS
TANGIBLE FIXED ASSETS
Operating assets 9 69,686,930 72,616,730
CURRENT ASSETS
Stores & spares 5,948,200 6,187,531
Stock-in-trade 10 41,698,606 46,294,905
Trade debtor - unsecured, considered good 11 11,848,797 28,598,156
Loans, advances, deposits and other receivables 12 19,917,745 18,752,537
Cash & bank balances 13 8,159,319 2,495,765
---------- ----------
87,572,867 102,328,894
---------- ----------
Total Rupees 157,259,797 174,945,624
========== ==========
The annexed notes form an integral This is the Balance Sheet referred to
part of the Balance Sheet in our report of even date
KARACHI: September 25, 2002 GANGAT & COMPANY
On behalf of the Board Chartered Accountants
TAIMUR DAWOOD MUHAMMAD BASHEER SULAIMAN
Director Chairman & Chief Executive
Profit & Loss Account
FOR THE YEAR ENDED JUNE 30, 2002
2002 2001
NOTE (Rupees) (Rupees)
PARTICULARS
Sales 220,973,943 195,935,422
Less: Cost of goods old 152,190,687 134,544,974
--------- ---------
GROSS PROFIT 68,783,256 61,390,448
Less: Operating expenses
Administrative & selling 16 28,988,671 39,236,477
Financial 17 2,783,013 3,229,022
--------- ---------
31,771,684 42,465,499
--------- ---------
Net operating profit 29,618,764 26,317,757
OTHER INCOME AND CHARGES
Non-operating income 18 901,932 583,388
Other charges 19 (1,079,197) (4,832,693)
Golden handshake scheme 20 -- (5,653,414)
Gain on sale of Discontinued Operation 21 -- 48,336,524
--------- ---------
(177,265) 38,433,805
--------- ---------
Net profit for the year before taxation 29,441,499 64,751,562
Less: Taxation 22 8,567,457