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Kohinoor Industries Limited
ANNUAL REPOR T  1995
CONTENTS
Company Information 2
Notice of Annual General Meeting 3
Directors Report to the Shareholders 5
Pattern of Holdings of the Shares 7
Auditor's Report to the Members 8
Balance Sheet 10
Profit & Loss Account 12
Cash Flow Statement 13
Notes to the Accounts 14
Form of Proxy
COMPANY INFORMATION
Board of Directors
Mr.  M. Naseem Saigol                Chairman/Chief Executive
Mrs. Sehyr Saigol
Mr. Khalil A.  Malik
Mr. Shahid Sethi
Mr. Irfan Zubair 
Ch. Abdul Ghafoor 
Mr. Mohammad Ashraf                (NIT Nominee)
Company Secretary
Mr. Haroon Ahmad Khan
Auditors
Manzoor H ussain Mir & Co.
Chartered Accountants
Chief Internal Auditor
Mr. Jameel ur Rehman
Bankers
Allied Bank of Pakistan Limited
Askari Commercial Bank Limited
Emirates Bank International Limited
Faysal Bank Limited
Habib Bank Limited
National Bank of Pakistan
Standard Chartered Bank
Union Bank Limited
United Bank Limited
Registered Office
6- Egerton Road, Lahore
Tel: 6306131 (5 Lines)
Mills
Kohinoor Nagar
Faisalabad.
Notice of Annual General Meeting
Notice is hereby given that the Forty sixth Annual General Meeting of shareholders of KOHINOOR INDUSTRIES
LIMITED will be held on Saturday 30 March, 1996 at 10 30 A.M at Hotel Faletti's Eqerton, Road, Lahore to transact
the following business.
1. To confirm the minutes of the Forty fifth Annual General Meeting of the Company held on 29 March, 1995.
2. To receive and adopt the Annual Audited Accounts for the year ended 30 September, 1995 along with
  Directors' and Auditors' Reports thereon.
3. To elect Six Directors for a period of 3 years pursuant to sections 178 & 180 of the Companies Ordinances 1984.
The Board has fixed the number of Directors as seven. In pursuance of section l83 of the Companies
Ordinance, 1984 Mr. Muhammad Ashraf (NIT Nominee) does not retire. The six. retiring Directors are:
i). Mr. M. Naseem Saigol iv). Mr. Shahid Sethi
ii). Mrs. Sehyr Saigol v). Mr. Irfan Zubair
iii). Mr. Khalil A. Malik vi). Ch. Abdul Ghafoor
4. To appoint Auditors to hold office till the conclusion of the next Annual General Meeting and fix their
     remuneration.
5. Any other business with the permission of the Chair.
SPECIAL BUSINESS:
To pass the following Resolutions pursuant to Section 196(3) of the Companies Ordinance, 1984.
RESOLVED that the company be and is hereby authorised to sell one of  its spinning units comprising 17,280 spindles
and back process machinery along with related liabilities and also vacant  land measuring 45 acres approximately
situated in the premises of the Company at Faisalabad subject to approval from  concerned financial institutions and
other departments, if required. 
FURTHER RESOLVED that Chief Executive of the company be and is hereby authorised to sell the said  spinning unit
and vacant land, negotiate with interested parties, settle the terms and conditions of sale with them and transfer the
said spinning unit and vacant land to purchaser(s).
STATEMENT UNDER SECTION 160(1) (b) OF THE COMPANIES ORDINANCE, 1984.
Material Information: During the year financial charges exceeding Rs. 276 million have been incurred by the
company and in order to reduce these the company intends to generate liquidity by sale of above assets and repay
expensive borrowings. This will not only reduce the financial costs to the company for perpetuity, but will also
generate substantial capital gains to the company.
Directors' Interest: The Buyer for above assets has not yet been finalized, however, these assets will not be sold to
any of the Directors or to a Private Company in which Directors are interested.
Book Closure: The Share Transfer Books of the Company will remain closed from 28 March 1996 to 03 April, 1996
(both days inclusive).
By Order of the Board
(HAROON AHMAD KHAN)
Company Secretary
LAHORE: 07 March, 1996
Notes:
1. Any person who seeks to contest the election of Directors, shall file at the Registered Office of the Company,
not later than 14 days before the day of the meeting, his intention to offer himself for election as Director in
terms of Section 178(3) of the Companies Ordinance, 1984.
2. A member entitled to attend and vote at the above meeting may appoint another member as proxy.
3. Proxies in order to be effective, must be received at the Registered Office of the Company not later than forty
eight hours before the time of meeting and must be duly stamped, signed and witnessed.
4. Shareholders are requested to promptly notify the Company of any change in their addresses, if any.
Directors' Report to the Shareholders
The Directors of the Company are pleased to place before you the 46th Annual Report together with the financial
statements and Auditor's Report thereon for the year ended September 30, 1995.
The period under review continued to be a difficult year for the textile industry. This was yet another year of cotton
crop failure. Profitability of the company suffered adversely because of phenomenal increase in cotton prices
disproportionate with increase in yarn prices and rise in other input costs mainly the fuel and power. This resulted
in escalation of cost of sales from 83% to 96% of sales bringing down the gross profit rate from 17% to only 4%.
Consequently, despite an increase of almost one billion rupees in the sales revenue the year ended in a loss of
Rs. 191.6 million. Our continued BMR policy, however, helped achieve 80% increase in our exports which went up
to Rs. 1.847 billion aggregating the total sales to Rs. 3.265 billion. Operating results for the year are as follows:
(Rupees in Thousands)
Gross profit  139,030
Operating expenses 185,613
Operating loss 46,583
Other income (130,883)
financial charges 275,904
145,021
Loss before taxation 191,604
Provision for taxation 15,227
Loss for the year 206,831
By the grace of Allah cotton crop this year has been good and we have managed to procure almost 80% of our
year's requirements at reasonable prices. This coupled with some relief due to devaluation of Pak Rupee is expected
to improve the current year's results.'
The management is carrying out financial restructuring of the company and intends to dispose of some vacant land
to extinguish high cost liabilities. This will improve liquidity position of the company and generate substantial capital
gains.
The following comments are offered on the auditors observations as contained in their report.
As reported in our last report and in the notes to the accounts, claim's of the company against government taken
over concerns is pending with Lahore High Court;, Lahore and is subjudice.
In our opinion an amount of Rs. 9.821 million recoverable from Kohinoor Textile Mills Limited is considered good
and the company has filed a suit for recovery of the amount. The amount of  Rs. 5.833 millions is, however, doubtful
of recovery.
Provision of section 80-D- is unconstitutional. A number of appeals on this matter have been filed by different
companies in the Honourable Supreme Court of Pakistan against the judgement of Honourable Lahore High Court
and is subjudice.
During the year under review Mr. M. Azam Saigol and Mrs. Amber Saigol resigned and in their place Ch. Abdul
Ghafoor and Mr. lrfan Zubair were co-opted on the Board. The Board thanks the outgoing Directors for their
cooperation during their tenure of Directorship.
The auditors M/s Manzoor Hussain Mir & Co., Chartered Accountants retire and being eligible, offer themselves for
reappointment.
A statement showing the pattern of holding of the shares held by the shareholders of Kohinoor Industries Limited as
on September 30, 1995 is attached.,
The workers management relations remained very cordial during the year. We record our sincere thanks to our
employees and the bankers for their continued support and cooperation during the year under review, and hope to
get the same cooperation and support in future.
M. NASEEM SAIGOL
Chief Executive
LAHORE
07 March, 1996
Pattern of holdings of the Shares
held by the Shareholders, as at 30 September, 1995
No. of Shareholding Total
Share Holders From To Shares Held
453 1 100 14,534
487 101 500 120,736
208 501 1000 146,574
440 1001 5000 990,017
84 5001 10000 594,003
38 10001 15000 449,912
14 15001 20000 232,536
6 20001 25000 132,465
5 25001 30000 134,668
2 30001 35000 69,000
2 35001 40000 75,923
1 40001 45000 40,838
3 45001 50000 140,287
1 50001 55000 50,255
3 60001 65000 186,617
2 80001 85000 163,219
1 95001 · 100000 97,341
2 105001 110000 216,929
1 115001 120000 115,125
2 120001 125000 246,547
2 140001 145000 282,871
1 160001 165000 160,131
1 170001 175000 170,834
1 200001 205000 201,242
1 225001 230000 228,446
1 245001 250000 246,568
1 320001 325000 321,534
1 985001 990000 986,774
1 1040001 10454000 1,042,304
1 1075001 1080000 1,075,637
1 1370001 1375000 1,371,290
1 2380001 2385000 2,382,561
1 2400001 2405000 2,400,524
1 6530001 6535000 6,533,542
1 7235001 7240000 7,237,781
1771 28,859,565
Note: The slabs not applicable, have not been shown.
CATEGORIES OF SHAREHOLDERS NUMBER SHARES HELD PERCENTAGE
Individuals 1702 20315803 70.40
Investment Companies 11 2876982 9.97
Insurance Companies 3 1091012 3.78
Joint Stock Companies 21 58638 0.20
Financial Institutions  14 1573706 5.45
Foreign Companies 16 2902900 10.06
Modaraba Companies 4 40524 0.14
1771 28859565 100.00
Auditors' Report to the Members
We have audited the annexed balance sheet of Kohinoor Industries Limited as at 30 September, 1995 and the
related profit and loss account and cash flow statement, 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 and, after due verification thereof, and subject
to the observations expressed in the annexure to this report and the extent to which the notes referred to may effect,
we report that:
a) in our opinion, proper books of account 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; except for the change as stated
at Note 2(d) with which we concur;
(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 and the cash flow statement, together with the notes forming a part thereof, 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 30 September, 1995 and of the loss and the
cash  flow for the year then ended; and
d) in our opinion, no- Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980.
Annexure to Auditors' Report
1) The claims of the company against government taken over concerns reported at note 15 remained unresolved.
The writ filed in Lahore High Court against Federal Government is till subjudice.
2) Advance listed at note 21-A (a) and (c) aggregating to Rs. 15.114 million in our opinion are not good for
recovery for which no provision is made in the account.
3) Minimum tax liability levied u/s 80-D of the Income-tax Ordinance, 1979 aggregating to Rs. 27.655 million
for the years 1994 and 1995 is not provided.
BALANCE SHEET
Note 1995 1994
 (Rupees in Thousand)
SHARE CAPITAL AND RESERVES:
SHARE CAPITAL :
Reserves (3) 288,596 250,953
Unappropriated profit/( Loss) (4) 360,824 398,467
(206,679) 153
442,741 649,573
SURPLUS ON REVALUATION OF FIXED ASSETS (5) 344,815 344,815
REDEEMABLE CAPITAL (6) 41,090 63,656
DEBENTURES AND LONG TERM LOANS
Custom debentures (7) _ 10,661
Long term loans  (8) 367.255 469,196
367,255 479,857
LIABILITIES AGAINST ASSETS SUBJECT
TO FINANCE LEASE (9) 185,235 131,867
CURRENT LIABILITIES
Short term loans and running finances (10) 644,175 356,179
Current portion of long term liabilities (11) 280.028 181,120
Creditors, provisions and accrued charges (12) 324,276 220,664
Unclaimed dividend 611 613
1,249,090 758,576
CONTINGENCIES AND COMMITMENTS (13)
2,630,226 2,428,344
The annexed notes (1) to (34) form an integral part of these financial statements.
As at 30 September, 1995
Note 1995 1994
(Rupees in Thousand)
FIXED ASSETS -- TANGIBLE (14) 1,769,288 1,759,912
GOVT. TAKEN OVER CONCERNS (15) 35,999 38,261
LONG TERM LOAN-UNSECURED (16) 12,117 16,762
LONG TERM DEPOSITS 39,141 30,246
CURRENT ASSETS
Stores and spares (17) 29,732 49,770
Stock in trade (18) 229,872 134,493
T race debts (19) 46,053 57,333
Short term investments (20) 146,250 40,500
Advances, deposits, prepayment and
other receivables (21) 292,623 290,966
Cash and bank balances (22) 29,151 10,101
773,681 583,163
2,630,226 2,428,344
Profit and Loss Account
for the year ended 30th September, 1995
Note 1995 1994
(Rupees in Thousand)
SALES (23) 3,265,021 2,265,887
COST OF SALES (24) 3,125,991 1,887,538
GROSS PROFIT 139,030 378,349
OPERATING EXPENSES
          Administrative (25) 51,165 48,378
         Selling (26) 134,448 96,465
185,613 144,844
OPERATING PROFIT/(LOSS) (46,583) 233,505
OTHER INCOME (28) 130,883 6,084
84,300 239,589
FINANCIAL EXPENSES (27) 275,904 188,621
PROFIT/(LOSS) FOR THE YEAR (191,604) 50,968
WORKERS' PROFIT PARTICIPATION  FUN D _ 2,661
PROFIT/(LOSS) BEFORE TAXATION (191,604) 48,307
PROVISION FOR TAXATION - Earlier years (30) 15,227 2,421
PROFIT/( LOS S) AFTER TAXATION (206,831) 45,886
PROFIT BROUGHT FORWARD 152 909
TRANSFERRED TO GENERAL. RESERVE _ (9,000)
PROFIT AVAILABLE FOR APPROPRIATIONS (206,679) 37,795
APPROPRIATION:
     Proposed bonus shares @ (1994 - 15%) _ 37,642
UNAPPROPRIATED; PROFIT/ (LOSS)- CARRIED
    TO BALANCE SHEET (206,679) 153
The annexed notes (1) to (34) form an integral part of these financial Statements.
Cash Flow Statement
for the year ended 30th September, 1995
1995 1994
(Rupees in Thousand)
CASH FLOW FROM OPERATING ACTIVITIES
Net profit/(Loss) before taxation (191,604) 48,307
Depreciation 145,765 113,365
Profit on sales of investment (105,750) _
Profit on sale of assets (19,871) (4,605)
Financial charges: 275,905 181,621
Operating profit before working capital charges 104,445 338,688
(Increase)/Decrease in stores and spares 20,038 3,354
(Increase)/Decrease in stock in trade (95,379) 6,391
(Increase)/Decrease in trade debtors 11,280 (35,659)
(Increase)/Decrease in advances, deposits and prepayments 5,251 (123,068)
Increase/(Decrease) in creditors, accrued and other liabilities 58,624 61,608
CASH GENERATED FROM OPERATIONS 104,259 251,314
Financial charges paid (230,916) (172,653)
Income tax paid (15,227) (30,652)
Dividend paid (2) _
NET CASH FROM OPERATING ACTIVITIES (141,886) 48,009
CASH FLOW FROM INVESTING ACTIVITIES
    Investments (146,250) _
    Fixed capital expenditure (163,427) (294,599)
    Sale proceed of investment 146,250 _
    Sale proceed of fixed assets 28,137 8,841
    Long term deposits & loans (8,895) 2,591
    Proceeds from issue of right shares _ 46,473
    Premium on issue of right shares _ 92,945
    Net cash used in investing activities (144,185) (143,749)
CASH FLOW FROM FINANCING ACTIVITIES
Long term loan received 121,365 97,669
Short term loans 287,996 85,956
Finance lease · 123,200 31,868
Repayments of:
    Redeemable capital (13,567) (20,572)
    Loan from banks (141,155) (62,506)
    Finance lease (66,176) (53,826)
    Custom debentures (6,543) (1,031)
    Net cash generated/(used)in financial activities 305,120 77,558
    Net increase/(decrease) in cash 19,049 (18,182)
    Cash and bank balances as at 1st October 1994 10,101 28,283
    Cash and bank balances as at 30th September 1995 29,150 10,101
Notes to the Accounts
for the year ended 30th September, 1995
1. STATUS AND NATURE OF BUSINESS
Kohinoor Industries Limited is a public quoted company incorporated in Pakistan under the Companies Act,
1913 (now Companies Ordinance, 1984). The principal activity of the company is to manufacture and sell the
textile products. The weaving section,' however, being un-economical has since been closed down.
2. SIGNIFICANT ACCOUNTING POLICIES
The policies adopted by the company, which are consistent with those of the previous year (except those
stated otherwise) are as follows:
(a) Accounting Convention
These accounts have been prepared on the basis of historical cost convention.
(b) Staff Retirement Benefits
The company operates a contributory provident fund for all its permanent employees and contributions,
based on salaries and wages, are made monthly to cover the obligations. Gratuity is accounted for
as and when paid.
(c)Taxation
The charge is based on taxable income, if any, as adjusted for tax purposes and after taking into
account all tax credits, rebates and available tax losses. No provision has been made for deferred
taxation as the major timing differences are not expected to reverse for a considerable period.
(d) Foreign Currency Translation
 Foreign liabilities (except those for which foreign exchange rates have been booked, and are translated
at the fixed rates) are converted in the local currency at the rates prevailing at the balance sheet date.
Previously exchange rate variance was charged to cost of assets. However, this year exchange rate
variance amounting to Rs. 3.690 million has been charged to profit & loss account under the head
financial expenses for more appropriate presentation of the financial statements and the loss for the
year is effected accordingly.
(e) Contingencies and Commitments
These are accounted for as and when these become due.
(f) Fixed Assets and Depreciation
All fixed assets are shown at their purchase cost, except land which is stated at revalued amount,
together with any incidental expenses of acquisition, including foreign exchange rate variance and
interest accrued upto the date when the assets commence commercial production.
Depreciation is calculated so as to write off the cost of fixed assets, except freehold land, on a
reducing balance basis using the normal rates currently applicable for tax purposes. A full year's
depreciation is charged in the year of acquisition except major additions to machinery which are
depreciated on prorata basis for the working period. No depreciation is charged in the year of
disposal and on addition in fixed assets due to foreign exchange rate variance (see Not