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ALLIED MOTORS LIMITED |
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|
Annual Report 1996 |
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| Contents |
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Page # |
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|
| Company
Information |
|
2 |
|
|
| Notice
of Meeting |
|
3 |
|
|
| Directors'
Report |
|
4 |
|
|
| Auditors'
Report |
|
7 |
|
|
| Balance
Sheet |
|
8 |
|
|
| Profit
& Loss Account |
|
10 |
|
|
| Statement
of changes in financial |
|
|
|
| position |
|
11 |
|
|
|
|
| Notes
to the Accounts |
|
12 |
|
|
|
| Company
Information |
|
|
| BOARD
OF DIRECTORS |
|
| K.
A. Rahman |
|
Chairman & Chief
Executive |
|
| Manzoor
Saber |
|
| Razaul Haq |
|
| Tajammul
Hussain |
|
| Iqbal
Ghafur |
|
| Anver Majid |
|
| A.
Sattar Khan |
|
Director & Company
Secretary |
|
|
| AUDITORS |
|
| Ford,
Rhodes, Robson, Morrow |
|
| Chartered
Accountants |
|
| Finlay
House |
|
| I.
I.Chundrigar Road |
|
| Karachi. |
|
|
|
| REGISTERED
OFFICE |
|
| D-168,
Sindh Industrial Trading Estate |
|
| Haroonabad, |
|
| Karachi
- 75700 |
|
|
|
| FACTORY |
|
| Plot
Nos. A1-A50 Hub Industrial Trading Estate |
|
| Hub,
District Lasbela (Balochistan) |
|
|
| REGISTRARS |
|
| Gangjees
Investment & Finance Consultants |
|
| 513,
Clifton Centre, Khayaban-e-Roomi, Block-5 |
|
| Clifton,
Karachi-75600 |
|
|
|
| Notice
of Meeting |
|
| NOTICE
is hereby given that the Fourteenth Annual General Meeting of the
shareholders of Allied |
|
| Motors
Limited will be held on Sunday, December 15, 1996 at 3.30 p.m., at the
Registered office of |
|
| the
Company, Situated at D-t68, S.I.T.E., Haroonabad, Karachi to transact the
following business; |
|
|
| 1.
To confirm the Minutes of the Thirteenth Annual General Meeting held on
December 7, |
|
|
| 2.
To receive, consider and accept the Report of the Directors and the Audited
Accounts for the year |
|
| ended
June 30, 1996 together with the Auditors' Report thereon. |
|
|
| 3.
To appoint Auditors of the Company for the year 1996/97 and to fix their
remuneration. |
|
|
| 4.
To transact any other ordinary business of the Company with the permission of
the Chair. |
|
|
|
|
BY ORDER OF THE BOARD |
|
|
A. SATTAR KHAN |
|
| Dated
:Karachi, November 23, 1996 |
|
Director & Company
Secretary |
|
|
| NOTES: |
|
|
|
| 1.
The Share Transfer Books of the Company will remain closed from December 1,
1996 |
|
| through
December 15, 1996 (both days inclusive). |
|
|
| 2.
A member eligible to attend and vote at the Meeting may appoint another
Member as his/ |
|
| her
Proxy to attend and vote instead of him/her. Proxies in order to be effective
must be |
|
| deposited
at Registered Office of the company not later than 48 hours before the time
of |
|
| holding
of the meeting. |
|
|
| 3.
Shareholders are requested to immediately notify change of address, if any,
to our |
|
| Registrar,
Gangjees Investment & Finance Consultants, 513, Clifton CENTRE,
Khayaban-e- |
|
| Roomi,
Block-5, Clifton, Karachi-75600. |
|
|
|
| Directors'
Report |
|
| Your
Directors welcome you to the Fourteenth Annual General Meeting and place
before you the |
|
| Annual
Roped together with the Audited Accounts of the Company for the year ended
June 30, 1996. |
|
|
| FINANCIAL
RESULTS |
|
(Rs.000) |
|
|
1996 |
1995 |
|
|
|
| Net Sales |
|
5,267 |
3,939 |
|
| Gross
Profit/(Loss) |
|
(4,131 ) |
( 5,024 ) |
|
| Operating
Profit/(Loss) |
|
(11,027) |
(12,023) |
|
| Profit/(Loss)
Before Tax |
|
(10,975) |
(11,860) |
|
| Profit/(Loss)
After Tax |
|
(11,004) |
(11,711) |
|
| Unappropriated
Profit/(Loss) B/F |
|
(121,791) |
(110,080) |
|
| Accumulated
Profit/(Loss) |
|
(132,795) |
(121,791) |
|
|
|
|
|
| As
you know, your Company has left over inventory of small horse power tractors.
during th~ year under |
|
| review,
the Company sold 38 units of the Small Horse Power Tractors. The total
tractor industry sale |
|
| was
16,324 units including 49 units of Small Horse Power Tractors of which your
Company sold 38 units. |
|
| The
Company also sold one unit of Agrimotor 3-wheeler during the year. |
|
|
| AUDITORS'
OBSERVATIONS |
|
| Referring
to the Auditors' observations in paragraph 2 of the Auditors' Repeal to the
Members, it is stated |
|
| that
your Directors had no choice but to severe business relationship with Ford
New Holland Inc. in |
|
| order
to halt continuous loss incurring process and to look for some other product
which could assure |
|
| viability.
The management is concerned about the future of your Company and it is
actively engaged |
|
| in
its re-activation. The Company's properly is free from all encumbrances.
Further, the management |
|
| considers
that at present the assets and liabilities do not require any adjustment or
reclassification since |
| efforts
are being made to re-activate the operation. |
|
|
| As
to the Auditors' comments in paragraph 3 of their Report to the Members, it
is stated that your |
|
| Directors
consider the tangible fixed assets, loose tools, stock-in. trade as good and
realisable. |
|
| The
investment of Rs. 5 million in Polymer & Precision Engineers (Pvt.)
Limited, in the opinion of your |
|
| Directors,
may soon start yielding returns. |
|
|
| FUTURE
OUTLOOK |
|
| As
you are aware, with a view to re-activate the Company's operations, The
management of your |
|
| Company
had been actively negotiating with some manufacturers ot automobiles in
China, Japan and |
|
| Europe.
Further, the management had made arrangements with a Chinese automobile
manufacturer to |
|
| import
Truck, Bus and mini truck for test and trial purposes, Unfortunately, due to
the prevailing |
|
| economic
and political conditions of the country coupled with the law and order
situation in Karachi and |
|
| lack
ot support from vendors source, we had to defer the import of the said
vehicles for test and trial. |
|
| As
soon as the situation improves, the vehicles will be imported and after
satisfactory completion of the |
|
| test
and trial, a deletion programme for assembly-cum-progressive manufacture will
be drawn and |
|
| presented
to the Government for approval. |
|
|
| Recently,
a large European Group of automobile manufacturer has again contacted us and
our |
|
| negotiation
with them are progressing. In fact, their delegation was scheduled to visit
us for discussions |
|
| during
the last week of November 1996. But, due to sudden political change, they
have deferred their |
|
| visit
to February 1997 hoping that by then the new elected government will be
operational. |
|
|
| All
the 20 units of Agrimotor 3-wheelers have been assembled. The Company has so
far sold 2 units |
|
| and
they are operational in the interior of Sindh. The said Agrimotor 3-wheelers
are specially designed |
|
| for
agricultural applications. And, we have been making efforts to have these
enlisted with Agricultural |
|
| Development
Bank of Pakistan so as to enable the farmers to avail ADBP loan facilities
for the purchase |
|
| of
the Agrimotor 3-wheelers. |
|
|
| AUDITORS |
|
| The
present Auditors M/s. Ford, Rhodes, Robson, Morrow - Chartered Accountants
retire and being |
|
| eligible
offer themselves for re-appointment. |
|
|
| PATTERN
OF SHAREHOLDING |
|
| The
pattern of shareholding is attached. |
|
|
| FOR
AND ON BEHALF OF THE BOARD |
|
|
| ANVER MAJID |
|
| Director |
|
| TAJAMMUL
HUSSAIN |
|
| Director |
|
|
|
| Dated:
Karachi, November 7, 1996 |
|
|
|
|
|
| Pattern
of Shareholding |
|
|
|
|
PATTERN OF HOLDING OF SHARES HELD BY THE SHAREHOLDERS |
|
|
|
AS AT JUNE 30, 1996 |
|
|
| NO. OF |
|
SHARE HOLDING |
TOTAL SHARES |
|
| SHARE
HOLDERS |
FROM |
TO |
HELD |
|
|
|
|
| 242 |
|
1 |
100 |
22,712 |
|
| 587 |
|
101 |
500 |
117,673 |
|
| 85 |
|
501 |
1000 |
75,566 |
|
| 136 |
|
1001 |
5000 |
336,138 |
|
| 18 |
|
5001 |
10000 |
118,246 |
|
| 9 |
|
10001 |
15000 |
113,932 |
|
| 5 |
|
15001 |
20000 |
86 430 |
|
| 2 |
|
20001 |
25000 |
48 599 |
|
| 1 |
|
25001 |
30000 |
28 233 |
|
| 1 |
|
30001 |
35000 |
30 333 |
|
| 1 |
|
35001 |
40000 |
35200 |
|
| 2 |
|
45001 |
50000 |
97 199 |
|
| 1 |
|
55001 |
60000 |
57 731 |
|
| 1 |
|
60001 |
65000 |
61 733 |
|
| 1 |
|
70001 |
75000 |
70 833 |
|
| 1 |
|
110001 |
115000 |
113,800 |
|
| 1 |
|
360001 |
365000 |
362,933 |
|
| 1 |
|
690001 |
695000 |
691,094 |
|
| 1 |
|
890001 |
895000 |
891,500 |
|
| 1 |
|
1105001 |
1110000 |
1,108,906 |
|
| 1 |
|
1890001 |
1895000 |
1,895,000 |
|
| 1 |
|
2635001 |
2640000 |
2,636,009 |
|
| ----------- |
|
----------- |
|
| 1,049 |
|
9,000,000 |
|
| ============== |
|
============== |
|
|
|
|
|
| CATEGORIES
OF SHAREHOLDERS |
|
| AS
AT JUNE 30, 1996 |
|
|
|
|
|
| CATEGORIES
OF SHAREHOLDERS |
NUMBER |
SHARES HELD |
PERCENTAGE |
|
|
|
| INDIVIDUALS |
|
1037 |
1,110,129 |
12.33 |
|
| INVESTMENT
COMPANIES |
|
1 |
362,933 |
4.03 |
|
| INSURANCE
COMPANIES |
|
3 |
175,699 |
1.95 |
|
| JOINT
STOCK COMPANIES |
|
5 |
4,493,906 |
49.93 |
|
| FINANCIAL
INSTITUTIONS |
|
3 |
2,857,333 |
31.75 |
|
| MODARABA
COMPANIES |
|
0 |
0 |
0.00 |
|
| ASSOCIATED
COMPANIES |
|
0 |
0 |
0.00 |
|
| HOLDING
COMPANIES |
|
0 |
0 |
0.00 |
|
| OTHERS |
|
0 |
0 |
0.00 |
|
|
|
----------- |
----------- |
----------- |
|
|
|
1049 |
9,000,000 |
100.00 |
|
|
============== |
============== |
============== |
|
|
|
| Auditors'
Report TO THE MEMBER$ |
|
| 1.
We have audited the annexed balance sheet of ALLIED MOTORS LIMITED as at June
30, 1996 |
|
| and
the related profit ana loss account and statement of changes in financial
position (cash flow |
|
| statement),
together with the |
|
|
| 2.
As shown in the financial statements, the company hag a carried forward net
loss of |
|
| Rs.
132,795 million as at June 30, 1996 and we have also been unable to satisfy
ourselves that further |
|
| financial
assistance from banks or other lenders will be available to the company.
These factors, the |
|
| closure
of the factory and the "Ford" group of companies withdrawal from
and termination of its |
|
| franchise
agreements with the company, raise doubt that the company will be able to
continue as a |
|
| going
concern and may be unable to realise its assets and discharge its liabilities
in the normal course |
|
| of
business. The financial statements do not include any adjustments relating to
the recoverability |
|
| and
classification of recorded asset amounts or to the amounts and classification
of liabilities that |
|
| might
be necessary should the company be unable to continue as a going concern. |
|
|
| 3.
We have been unable to satisfy ourselves as to, the realisable value of
tangible fixed assets, the net |
|
| realisable
value of loose tools, stock-in-trade (see also note 14) and an amount of Rs.
5 million in |
|
| respect
of investment, against which no provisions have been made. |
|
|
| 4.
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, |
|
| 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; |
|
|
|
| (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)
subject to the matters stated in 2 and 3 above, 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
statement of changes in financial position (cash flow statement), 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, 1996 and of the loss and the statement of changes in financial
position |
|
| (cash
flow statement) for the year then ended; and |
|
|
|
| (d)
in our opinion no Zakat was deductible at source under the Zakat and Ushr
Ordinance, 1980. |
|
|
|
| Ford,
Rhodes, Robson, Morrow |
|
| Chartered
Accountants |
|
|
|
| Karachi-
07 November 1996 |
|
|
|
| Balance
Sheet At June 30, 1996 |
|
|
|
|
1996 |
1995 |
|
|
Note |
Rs.000 |
Rs.000 |
|
| SHARE
CAPITAL AND RESERVES |
|
|
| Authorized
Capital |
|
|
|
|
| 21,800,000
ordinary shares of Rs. 10 each |
|
218,000 |
218,000 |
|
|
|
=========================== |
|
|
|
|
| Issued,
subscribed and paid-up capital |
3 |
90,000 |
90,000 |
|
| Reserves |
|
|
|
Capital |
|
4 |
86,194 |
86,194 |
|
|
Revenue |
|
5 |
'(122,895) |
(111,891 ) |
|
|
|
----------------------- |
|
|
|
|
(36,701) |
(25,697) |
|
|
|
|
|
----------------------- |
|
|
|
|
53,299 |
64,303 |
|
|
| CURRENT
LIABILITIES |
|
| Short
term finance |
|
6 |
16,890 |
12,692 |
|
| Due
to associated companies and undertakings |
7 |
4,960 |
3,463 |
|
| Creditors,
accrued expenses & other liabilities |
8 |
5,488 |
5,962 |
|
|
|
----------------------- |
|
|
|
27,338 |
22,117 |
|
|
| CONTINGENCY |
|
9 |
|
|
|
|
----------------------- |
|
|
|
80,637 |
86,420 |
|
|
|
======================= |
|
|
|
| TANGIBLE
FIXED ASSETS |
|
| Operating fixed assets -- Net |
|
10 |
36,665 |
39,387 |
|
| Other |
|
11 |
9,482 |
9,482 |
|
|
|
----------------------- |
|
|
46,147 |
48,869 |
|
|
|
|
| LONG
TERM INVESTMENT |
|
12 |
5,000 |
5,000 |
|
|
|
|
|
|
| CURRENT
ASSETS |
|
|
|
| Loose tools |
|
13 |
539 |
599 |
|
| Stock-in-trade |
|
14 |
27,465 |
30,874 |
|
| Trade
debtors - unsecured - considered good |
15 |
439 |
27 |
|
| Advances |
|
16 |
- |
73 |
|
| Deposits
and prepayments |
|
17 |
357 |
352 |
|
| Other
receiveables |
|
|
17 |
253 |
|
| Advance tax |
|
|
336 |
3O8 |
|
| Cash
and bank balances |
|
18 |
337 |
65 |
|
|
|
|
----------------------- |
|
|
|
29,490 |
32,551 |
|
|
|
|
|
|
----------------------- |
|
|
80,637 |
86,420 |
|
|
|
======================= |
|
|
| The
annexed notes form part of these accounts. |
|
| The
auditors' report is annexed hereto. |
|
|
| ANVER MAJID |
|
| Director |
|
|
| TAJAMMUL
HUSSAIN |
|
| Director |
|
|
| STATEMENT
UNDER SECTION 241(2) OF THE COMPANIES ORDINANCE, 1984 |
|
|
| The
Chief Executive being out of Pakistan due to health reasons, the Annual
Audited Accounts for the |
|
| year
ended June 30, 1996 have been signed by two Directors. |
|
|
| ANVER MAJID |
|
| Director |
|
|
| TAJAMMUL
HUSSAIN |
|
| Director |
|
|
| Profit
& Loss Account For the year ended
June 30, 1996 |
|
|
|
|
|
|
1996 |
1995 |
|
|
|
Note |
Rs.000 |
Rs.000 |
|
| Sales |
|
|
|
|
|
| Cost
of Sales |
|
19 |
5,267 |
3,939 |
|
|
|
20 |
9,398 |
8,962 |
|
|
----------------------- |
|
|
|
(4,131) |
(5,024) |
|
| Selling,
distribution, administration |
|
|
| and
general expenses |
|
21 |
4,446 |
5,532 |
|
| Financial
charges |
|
22 |
2,450 |
1,467 |
|
|
|
|
----------------------- |
|
|
|
|
6,896 |
6,999 |
|
|
|
|
|
|
|
|
----------------------- |
|
| Operating
Loss |
|
|
(11,027) |
(12,023) |
|
|
|
|
|
|
| Other
income |
|
23 |
50 |
163 |
|
|
|
----------------------- |
|
| Loss
for the year before taxation |
|
|
(10,977) |
(11,860 ) |
|
| Prior
period items |
|
24 |
2 |
- |
|
|
|
----------------------- |
|
| Loss
before taxation |
|
|
(10,975) |
(11,860) |
|
| Taxation |
|
25 |
29 |
(149) |
|
|
|
|
----------------------- |
|
| Loss
after taxation |
|
|
(11,004) |
(11,711) |
|
| Loss
brought forward |
|
|
(121,791) |
(110,080 ) |
|
|
|
|
|
|
|
|
----------------------- |
|
| Loss
carried forward |
|
(132,795 ) |
(121,791) |
|
|
|
======================= |
|
|
| The
annexed notes form part of these accounts. |
|
|
| ANVER MAJID |
|
| Director |
|
|
| TAJAMMUL
HUSSAIN |
|
| Director |
|
|
|
| STATEMENT
UNDER SECTION 241(2) OF THE COMPANIES ORDINANCE, 1984 |
|
|
| The
Chief Executive being out of Pakistan due to health reasons, the Annual
Audited Accounts for |
|
| the
year ended June 30, 1996 have been signed by two Directors. |
|
|
| ANVER MAJID |
|
| Director |
|
|
|
| TAJAMMUL
HUSSAIN |
|
| Director |
|
|
|
| Statement
of changes in Financial Position |
|
| (CASH
FLOW STATEIVIENT) |
|
| FOR
THE YEAR ENDED JUNE 30, 1996 |
|
|
1996 |
1995 |
|
|
|
Rs.000 |
Rs.000 |
|
| CASH
FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
| Fund
provided from operations |
|
| Low
after taxation |
|
(11,004) |
(11,711) |
|
|
|
| Adjustment/or
items not involving movement of funds: |
|
| Depreciation |
|
2,751 |
3,062 |
|
| Reversal
of deferred taxation |
|
- |
(171) |
|
| Gain
on sale of fixed assets |
|
'(1) |
(7) |
|
|
----------------------- |
|
|
|
2,750 |
2,884 |
|
|
|
|
|
|
|
----------------------- |
|
|
(8,254) |
(8,827) |
|
| Working
Capital changes |
|
|
|
| (Increase) / decrease in current assets |
|
|
|
| Loose tools |
|
60 |
67 |
|
| Stock-in-trade |
|
3,409 |
1,222 |
|
| Trade debts |
|
(412) |
171 |
|
| Advances |
|
73 |
(29) |
|
| Deposits
and prepayments |
|
(5) |
55 |
|
| Other
receivables |
|
236 |
(7) |
|
| Advance tax |
|
(28) |
(202) |
|
|
----------------------- |
|
|
|
3,333 |
1,277 |
|
| Increase
/ (decrease) in current liabilities |
|
|
|
| Short
term finance |
|
4,198 |
4,755 |
|
| Due
to associated companies and undertakings |
|
1,497 |
3,198 |
|
| Creditors,
accrued expenses and other liabilities |
(474) |
(785 |
|
|
----------------------- |
|
|
5,221 |
7,168 |
|
|
|
|
|
|
----------------------- |
|
| Net
cash from operating activities |
|
300 |
(382) |
|
|
|
|
| CASH
FLOWS FROM INVESTING ACTIVITIES |
|
|
|
| Capital
expenditure |
|
(29) |
(186) |
|
| Sale
proceeds of fixed assets |
|
1 |
212 |
|
|
----------------------- |
|
| Net
cash used in investing activities |
|
(28) |
26 |
|
|
|
|
|
----------------------- |
|
| Net
increase / (decrease) in cash and cash equivalents |
272 |
(356) |
|
| Cash
and cash equivalents at the beginning of the year |
65 |
421 |
|
|
|
|
|
|
----------------------- |
|
| Cash
and cash equivalents at the end of the year |
337 |
65 |
|
|
|
======================= |
|
| ANVER MAJID |
|
|
| Director |
|
|
| TAJAMMUL
HUSSAIN |
|
| Director |
|
|
|
| Notes
to the Accounts |
|
| FOR
THE YEAR ENDED JUNE 30, 1996 |
|
|
|
| STATUS
AND NATURE OP BUSINESS |
|
| Allied
Motors Limited is a public limited company quoted on stock exchanges in
Karachi and |
