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Thal Jute Mills Limited
29th Annual Report  1994-95
Board of Directors 2
Notice of Annual General Meeting 3-4
Directors' Report 5-7
Pattern of Shareholdings 8
Auditors' Report 9
Balance Sheet 10-11
Profit & Loss Account 12
Statement of Changes in Financial Position 13
Notes to the Accounts 14-25
BOARD OF DIRECTORS
Rafiq M. Habib Chairman
M. Khaleel Shirazi Chief Executive & Vice Chairman
Ali S. Habib
Mohamedali R. Habib
Mazhar Valjee
A. K. M. Sayeed NIT: Nominee
Behram Hasan 1. C. P Nominee
AUDITORS:
Hyder Bhimji & Co.
Chartered Accountants
REGISTERED OFFICE:
5th Floor, Al-Manzoor Building,
1. 1. Chundrigar Road,
Karachi
MILLS:
UNIT- 1
D. G. Khan Road,
Muzaffargarh.
UNIT - 2
Korangi, Karachi.
NOTICE OF MEETING
NOTICE is hereby given that the twenty-ninth Annual General Meeting of the Shareholders of the
Company will be held at Raffia Choudri Memorial Centre (Sidco Centre), 264, R. A. Lines, Karachi on
Saturday, November 25, 1995 at 09.00 A.M. to transact the following business: -
Ordinary Business:
1. To confirm the Minutes of the twenty-eighth Annual General Meeting held on Tuesday, December 27,1994
2. To receive and adopt the Audited Accounts for the year ended June 30, 1995 together with the
Directors' and Auditors' Reports thereon.
3. To elect Directors in accordance with the provisions of the Companies Ordinance, 1984 for
a period of three years commencing from January 31, 1996. The present Directors namely:
1) Mr. Rafiq M. Habib 2) Mr. M. Khaleel Shirazi 3) Mr. Ali S. Habib 4) Mr. Mohamedali R.
Habib 5) Mr. Mazhar Valjee 6) Mr. A. K. M. Sayeed and 7) Mr. Behram Hasan, being
eligible offer themselves for re-election.
4. To appoint Auditors for the year 1995-96 and fix their remuneration. The present Auditors,
Messrs. Hyder Bhimji & Company, being eligible, offer themselves for re-appointment.
5. To transact such other business as may be placed before the meeting with the permission of the
Chair.
Special Business:
6. To approve the remunerations of (i) the Chief Executive and (ii) the Vice Chairman.
7. To consider and if thought proper, pass with or without modification(s) the following Special Resolution:
"RESOLVED that in terms of Section 208 of the Companies Ordinance, 1984 the Directors of
the Company be and are hereby authorised to make an investment of Rs. 1,406,250/- in
acquiring =187,500= fully paid up Right Shares of Rs. 7.50 per share (including premium of Rs.
2.50 per share) of Agriauto Industries Limited, an associated Company, making a total
investment of Rs. 4,031,250/- in this company.
RESOLVED FURTHER that Directors of the Company be and are hereby authorised to sell and
disinvest whole or part of these shares as and when they deem fit".
Statement under Section 160 (1) (b) of the Companies Ordinance, 1984 is being sent to the
Shareholders alongwith this notice.
By Order of the Board,
(M. Khaleel Shirazi)
Chief Executive
& Vice Chairman
Karachi: October 29, 1995.
NOTES
i) Any person who seeks to contest election to the office of Director shall file with the Company, not
later than fourteen days before the date of the Meeting, a notice of his/her intention to offer
himself/herself for election as a Director together with his/her consent to act as a Director.
ii) The Share Transfer Books of the Company will remain closed from Sunday, November 19, 1995
to Saturday, November 25, 1995 (both days inclusive). Shares may be lodged for transfer with
our Registrar M/s. Noble Computer Services (Pvt.) Limited, 2nd Floor, Al-Manzoor Building, I. I.
Chundrigar Road, Karachi. The Shareholders are advised to notify the Registrar of any change
in their addresses
iii) A member entitled to attend and vote at this 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.
A Proxy must be a member of the Company.
iv) The Minutes of the previous meeting are available at the Registered Office of the Company.
STATEMENT UNDER SECTION 160(1) (b) OF THE COMPANIES ORDINANCE, 1984.
1. The approval of the Shareholders of the Company will be sought for the remuneration payable to
Vice Chairman and the Chief Executive of the Company in accordance with their terms and
conditions of service and if thought proper, to pass the following Resolution as Ordinary
Resolution:
"RESOLVED that the Company be and hereby approves and authorize the payment of
remuneration to (1) Mr. M. Khaleel Shirazi, Director & Vice Chairman and (2) Mr. Mazhar Valjee,
Chief Executive of a total sum not exceeding Rupees one million per annum exclusive of the
perquisites and retirement benefits which are admissible under the Company's Rules to Senior
Executives for a period of three years commencing from January 31. 1996".
2. Agriauto Industries Limited, a public limited company, has offered Right Shares at the rate of Rs.
7.50 per share (including premium of Rs. 2.50 per share). The Directors have no vested interest
in Agriauto Industries Limited except that one of our directors is also a director in the said
company.
TWENTY NINTH REPORT OF THE DIRECTORS
FOR THE YEAR ENDED JUNE 30, 1995.
The Shareholders,
The Directors take pleasure in presenting their report together with the Audited Accounts of the Company for
the year ended June 30, 1995.
The financial results are given below:
1995 1994
Rs. 000's Rs 000's
Profit before Taxation 11,206 1,703
Provision for Taxation 4,129 530
------------------
Profit after Taxation 7,077 1,173
Deferred Taxation _ 100
Prior Years' Adjustments 188 1,550
188 1,450
------------------
6,889 (277)
Unappropriated Profit brought forward 121 398
Profit available for appropriation ... 7,010 121
==================
Appropriation Recommended:
Transfer to General Reserve ... 7,000 _
Unappropriated profit carried forward 10 121
------------------
7,010 121
==================
The earning per share after tax was Rs. 0.51 as against Rs. 0.08 in the preceding year.
The year under review augured well for the Company as projected and as can be seen from the profit before
tax of Rs. 11.206 million compared to Rs. 1.703 million during the preceding year.
SALES:
The Punjab Food Department after experimenting with other types of bags including polypropylene bags
concluded that jute bags are the most suitable for their use. This resulted in increased business for the Jute
Industry and particularly for Thal Jute Mills Limited whose sales increased from Rs. 449 million to Rs. 596
million that is by 33% over the previous year.
PRODUCTION:
The Company produced 19,570 tons of jute goods during the year under review as against 20,433 tons of
last year which shows a decrease of 4%. The shortfall is due to high labour turnover at Muzaffargarh Unit
and the poor law and order situation affecting Karachi Unit.
COST OF MANUFACTURE:
A number of factors contributed to the increase in the cost of manufacture consisting mainly of the following :
-- a sharp rise in raw jute price in Bangladesh.
--  higher financing charges on imported raw jute.
--  increase in cost of jute batching oil (JBO), fuel & power, stores, spares, repairs & maintenance,
freight etc.
In addition to these factors the wages and benefits increased by Rs. 16 million for reasons as outlined below:
a) disbursement of terminal benefit to 300 retrenched workers at Karachi Unit;
b) revision of minimum wage of skilled labour by Punjab Wage Board;
c) part provision for social security and employees' old age benefits on the Punjab Special Allowance;
d) payment of "atta" allowance for the full year (as against three months in the preceding financial year).
FINANCIAL EXPENSES:
There was drastic cut in the financial expenses from Rs. 32.841 million in the previous year to Rs. 12.705
million which represents reduction of 61 % brought about by better financial planning.
INCOME TAX:
The Income Tax Department has finalized the assessment for the assessment year 1994-95 on a normal
basis but it has invoked the provisions of section 80C in respect of this assessment year as well as for prior
years. The aggregate of such liability works out to Rs. 17 million for which an appeal has been filed with the
Commissioner of Income Tax (Appeals). An appeal has also been submitted to the Chairman, Central Board
of Revenue for redressal by your Company and by Pakistan Jute Mills Association.
Terms and conditions of tenders floated by DG Supplies (Ministry of Industries) were such that a jute mill
secured a contract and other mills supplied through the contracting mill at the contract price on no profit no
loss basis to contracting mill. Such an activity has now been classified by Income Tax, as a trading
transaction of the contracting mill and consequently they have levied 2.5% withholding tax on all such
transactions.
FUTURE PLANS AND PROSPECTS:
The Management intends to partially shift the Karachi Unit facilities to Muzaffargarh during the year 1995-96
as part of the merger plan and expects to save on the indirect costs. It also plans to dispose of factory
building and land at Korangi, Karachi (Unit 111) measuring 2 acres.
During the ensuing year the Company has plans to purchase 71 second hand Shuttleless Looms for
installation at Muzaffargarh Unit at a cost of Rs. 7 million to augment productivity and will resolve problem of
shortage of labour in the weaving section.
The future prospects of the Jute industry as a whole is bleak despite the fact that the National Tariff
Commission has taken cognizance of the dumping of finished jute goods at below cost of production from
Bangladesh. The Government of Pakistan has not taken any concrete steps to save many thousands of jobs
created by jute industry in Pakistan.
Your Company has decided to diversify in the field of progressive manufacture of auto air-conditioners by
setting up a separate division in technical collaboration with Nippon Denso of Japan. A fast track agreement
has already been signed with Nippon Denso for Technical Assistance. The Company is expected to invest Rs.
23 million during the year 1995/96 towards fixed assets and pre-production expenses. The successful
completion of the project in 1996 will position the Company to substantially increase its earning capacity.
DIRECTORS:
The present Directors will stand retired on 30th January, 1996 and offer themselves for re-election.
AUDITORS:
The present auditors of the company Messrs. Hyder Bhimji & Co., Chartered Accountants, retire and being
eligible offer themselves for re-appointment for the ensuing year.
PATTERN OF SHAREHOLDINGS:
The pattern of shareholdings as at June 30, 1995 is attached to this report.
STAFF:
The Board wishes to place on record its deep appreciation for the hard work and efforts put in by the workers,
staff and officers of the Company.
On behalf of the Board
M. KHALEEL SHIRAZI
Chief Executive &
Vice Chairman
Karachi: October 29, 1995.
PATTERN OF SHAREHOLDING AS ON JUNE 30, 1995
NUMBER OF SIZE OF SHAREHOLDINGS TOTAL
SHAREHOLDERS RS. 5/- EACH SHARES HELD
1,372 1 TO 100 54,487
1,341 101 TO 500 333,856
433 501 TO 1,000 318,465
495 1,001 TO 5,000 1,021,759
49 5,001 TO 10,000 360,646
12 10,001 TO 15,000 144,564
9 15,001 TO 20,000 160,550
5 20,001 TO 25,000 117,309
3 25,001 TO 30,000 88,052
2 30,001 TO 35,000 64,529
4 35,001 TO 40,000 151,129
1 40,001 TO 45,000 41,600
1 45,001 TO 50,000 50,000
6 50,001 TO 55,000 323,000
3 55,001 TO 60,000 175,712
1 65,001 TO 70,000 66,000
1 120,001 TO 125,000 123,830
1 140,001 TO 145,000 140,921
2 145,001 TO 150,000 294,644
1 155,001 TO 160,000 157,559
2 160,001 TO 165,000 326,979
1 165,001 TO 170,000 169,811
1 170,001 TO 175,000 174,979
2 175,001 TO 180,000 352,876
1 180,001 TO 185,000 180,593
2 190,001 TO 195,000 380,466
1 205,001 TO 210,000 208,976
1 260,001 TO 265,000 263,741
2 300,001 TO 305,000 606,218
1 465,001 TO 470,000 466,478
1 625,001 TO 630,000 628,116
1 1,750,001 TO 1,755,000 1,753,893
1 1,980,001 TO 1,985,000 1,983,749
1 2,225,001 TO 2,230,000 2,227,788
----------------------------------- ----------
3,760 13,913,275
=================================== ==========
Number Shares Held Percentage %
Categories of Shareholders
INDIVIDUALS 3711.00 5,000,469 35.94
INVESTMENT COMPANIES 4.00 1,777,565 12.776
INSURANCE COMPANIES 8.00 1,189,267 8.548
JOINT STOCK COMPANIES  12.00 786,372 5.652
FINANCIAL INSTITUTIONS  7.00 2,262,906 16.264
MODARABA  4.00 16,781 0.121
FOREIGN INVESTORS  3.00 2,392,890 17.199
CO-OPERATIVE SOCIETIES  4.00 132,203 0.95
CHARITABLE TRUSTS  5.00 164,450 1.182
OTH ERS  2 190,372 1.368
----------------------------------- ----------------------------------- --------------------------
TOTAL  3,760 13,913,275 100.000
=================================== =================================== =================================== ==========================
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed Balance Sheet of THAL JUTE MILLS LIMITED, as at June 30, 1995 and
the related Profit and Loss Account and Statement of Changes in Financial Position, 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 purpose of our audit and,
after due verification thereof. we resort 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;
ii) the expenditure incurred during the year was for the purpose of 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 Statement of Changes in Financial Position, together
with the notes forming 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 June 30, 1995 and of the profit and the changes in financial position for the
year then ended; and
d) in our opinion, no zakat was deductible at source under Zakat and Ushr Ordinance, 1980.
HYDER BHIMJI & CO.
Chartered Accountants
Karachi: October 29, 1995.
Note 1995 1994
No. Rs 000's Rs 000's
SHARE CAPITAL AND RESERVES:
Share Capital:
Authorised:
20.000.000 Ordinary Shares of Rs. 5/- each 100,000 100,000
========== ==========
Issued, Subscribed and Paid-up 3 69,566 69,566
Reserves & Surplus:
Reserves 4 74,240 67,240
Unappropriated Profit 10 121
74,250 67,361
--------------------
143,816 136,927
DEFERRED LIABILITIES 5 24,211 27,349
CURRENT LIABILITIES:
Short Term Running Finance 6 4,956 138,083
Deposits 7 7,669 5,530
Creditors, Accrued and Other Liabilities 8 145,324 42,856
Provision for Income Tax ... 3,478 4,019
161,427 190,488
CONTINGENCIES & COMMITMENTS 9
--------------------
329,454 354,764
========== ==========
TANGIBLE FIXED ASSETS:
Operating Assets 10 85,580 89,156
Capital Work-in-Progress 11 922 174
86,502 89,330
LONG TERM INVESTMENTS 12 22,448 22,448
LONG TERM LOANS AND ADVANCES 13 1,048 867
LONG TERM DEPOSITS 8 DEFERRED COST 14 647 1,234
CURRENT ASSETS:
Stores, Spares and Loose Tools 15 37,481 36,392
Stock-in-Trade 16 97,946 140,667
Trade Debts (Unsecured Considered Good) 17,392 37,157
Short Term Investment 17 37,000
Advances, Prepayments, Deposits and Receivables 18 8,170 8,177
Advances against Supplies & Expenses 19 7,996 5,627
Advance Income Tax 4,046 5,332
Income Tax Refundable 6,756 6,030
Cash and Bank Balances 20 2,019 1,503
218,809 240,885
--------------------
329,454 354,764
========== ==========
Note: The annexed notes form an integral part of these accounts.
M. Khaleel Shirazi Mazhar Valjee
Chief Executive & Vice Chairman Director
Karachi: October 29,1995
Note 1995 1994
No Rs. 000's Rs. 000's
Sales 21 595,714 448,811
Cost of Sales 22 553,029 396,655
GROSS PROFIT
On Manufacturing 42,685 52,146 Jan-00
On Trading 23 _ _
--------------------
42,685 52,146
Administrative Expenses 24 16,912 16,529 Jan-00
Selling Expenses 25 6,103 5,331 Jan-00
23,015 21,860 Jan-00
--------------------
OPERATING PROFIT 19,670 30,286 Jan-00
Other Income 26 5,047 4,395 -
--------------------
24,717 34,681
Financial Expenses 27 12,705 32,841
Other Charges 28 806 137
13,511 32,978
--------------------
PROFIT BEFORE TAXATION 11,206 1,703
Provision for Taxation 29 4,129 530
--------------------
PROFIT AFTER TAXATION 7,077 1,173
Deferred Taxation _ (100)
Prior Years' Adjustments 31 188 1,550
188 1,450
--------------------
6,889 (277)
Unappropriated Profit Brought Forward 121 398
--------------------
AVAILABLE FOR APPROPRIATION 7,010 121
APPROPRIATION:
Transfer to General Reserve 7,000 _
--------------------
UNAPPROPRIATED PROFIT CARRIED FORWARD 10 121
========== ==========
Note: The annexed notes form an integral part of these accounts.
M. Khaleel Shirazi Mazhar Valjee
Chief Executive & Vice Chairman Director
Karachi: October 29. 1995
1995 1994
Rs. 000's Rs. 000's
CASH IN-FLOW:
FROM OPERATIONS:
Profit before Taxation 11,206 1,703
Adjustments for Items not involving the Movement of Funds:
Depreciation 9,550 10,005
(Profit) on Sale of Fixed Assets (168) (620)