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Al-Ghazi Tractors Limited
Producers of Fiat Tractors in Pakistan
(Annual Report 1995-96)
CONTENTS
Company Information 3
Notice of Annual General Meeting 4
Chairman's Review 6
Directors' Report 13
Decade at a Glance 15
Auditors' Report to the Members 19
Balance Sheet 20
Profit & Loss Account 22
Cash Flow Statement 23
Notes to the Accounts 24
Pattern of Shareholdings 40
Form of Proxy
COMPANY INFORMATION
Board of Directors Auditors
KUNWAR IDRIS - CHAIRMAN A.E FERGUSON & CO.
PARVEZ ALI - CHIEF EXECUTIVE Legal Advisors
KEITH S. STACK SURRIDGE & BEECHENO
SHAH JALIL ALAM Tax Advisors
HASAN IRSHAD FORD, RHODES, ROBSON,
A.K.M. SAYEED MORROW
NAZIR A. SHAIKH Bankers
MARLO CHESSA HABIB BANK LTD.
Company Secretary SOCIETE GENERALE
SALEEM ADIL STANDARD CHARTERED BANK
KARACHI:
Registered Office - 11th Floor, NIC Building, Abbasi Shaheed Road, Karachi 74400.
Telephone: (92.021 ) 5660881-5. Telefax: (92.021 ) 5689387.
LAHORE
Delivery Centre - 10 km Sheikhupura Road, Lahore.
Telephone: (92.042) 270081, 271059, 272226, 7924676-7. Telefax: (92.042) 272257.
ISLAMABAD
Flat No. 8, 2nd Floor, Malik Complex, Shahrahe Quaid-e-Azam,
Blue Area, Sector F-7 & G-7, Islamabad.
Telephone: (92.051 ) 829895, 272866. Telefax: (92.051) 272377.
PESHAWAR
Suite No. 205 A, City Tower, University Road, Peshawar.
Telephone: (92.0521) 842315, 841823.
MULTAN
Delivery Centre - 20 Industrial Estate, Multan.
Telephone: (92.061) 539557-9. Telefax: (92.061) 539241.
DERA GHAZI KHAN
Factory - P.O. Box 38, Sakhi Sarwar Road, Dera Ghazi Khan.
Telephone: (92.0641) 63159, 63805, 63750. Telefax: (92.0641) 62117.
SUKKUR
C/631/3, Minara Road, Sukkur
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Thirteenth Annual General Meeting of Al-Ghazi
Tractors Limited will be held at Hotel Pearl Continental, Karachi on Wednesday,
December 04, 1996 at 03.00 p.m. to transact the following business:
Ordinary Business
1. To receive and consider the audited Accounts, the Directors' report and the Auditors'
report for the year ended June 30, 1996.
2. To declare the final cash dividend. (The Directors have recommended a final
dividend of 35% i.e. Rs. 1.75 per share issued, in addition to 15% i.e. Rs. 0.75 per
share already paid as interim dividend, making a total cash dividend of 50% i.e. Rs.
2.50 per share).
3. To elect 8 Directors of the company in accordance with the provisions of Section 178
  of the Companies Ordinance 1984 for a period of 3 years commencing from
  December 5, 1996 in place of the present Directors namely, Mr. Kunwar Idris, Mr.
  Keith S. Stack, Mr. Parvez Ali, Mr. Hasan Irshad, Mr. Mario Chessa, Mr. Shah Jalil
  Alam, Mr. A.K.M.Sayeed and Mr. Nazir A. Shaikh.
4. To appoint Auditors for the year ending June 30, 1997 and to fix their remuneration.
  The retiring Auditors M/s. A. E Ferguson & Co., being eligible, offer themselves for
  re-appointment.
Special Business
5. To approve issue of bonus shares and in this regard to pass the following special
resolutions.
"RESOLVED THAT a sum of Rs. 7,373,435 out of the Free Reserves of the company
be capitalised and applied to the issue of 1,474,687 ordinary shares of Rs. 5 each and
allocated as fully paid up bonus shares to the members whose names appear in the
register of the members at the close of business on November 19, 1996 in the
proportion of one share for every ten existing shares held and that such new shares
shall rank pari passu with the existing ordinary shares of the company but shall not
be eligible for dividend in respect of the year ended June 30, 1996.
FURTHER RESOLVED THAT in the event of any member holding shares which are
not an exact multiple of 10, the Directors be and are hereby authorised to sell in the
stock market such fractional entitlement and to pay the proceeds ~f sale when
realized to a charitable institution."
NOTICE OF ANNUAL GENERAL MEETING
6. To approve increase in the company's authorised capital from Rs. 100 million to
  Rs. 200 million and to pass the following special resolution in this respect:
  "RESOLVED THAT the figures and words "Rs. 100,000,000 divided into 20,000,000
  shares of Rs. 5 each" appearing in Clause V of the Memorandum of Association and
  in Article 5 (a) of the Articles of Association of the company be and are hereby
  substituted by the figures and words "Rs. 200,000,000 divided into 40,000,000 shares
  of Rs. 5 each."
By Order of the Board
Karachi, Saleem Adil
November 10, 1996 Company Secretary
Statement under Section 160 of the Companies Ordinance 1984
1. The Directors consider it advisable to capitalise a sum of Rs. 7,373,435 which they
  have set aside in a special Reserve for issue of bonus shares.
2. The company's authorised capital of Rs. 100 million needs to be increased to keep
  pace with future requirements of capitalization. It is, therefore, proposed to increase
  the authorised capital from Rs.100 million to Rs.200 million.
Notes:
1. Members who intend to offer themselves for election as Directors shall file with the
company at its registered office not later than fourteen days before the date of the
meeting, notice of their intention to offer themselves for election as Director.
2. A member entitled to attend and vote at this meeting is entitled to appoint a proxy
to attend and vote on his/her behalf. No person shall act as a proxy (except for a
corporation) unless he is entitled to be present and vote in his own right. Proxies, in
order to be effective, must be received at the registered office of the company duly
stamped and signed nor less than 48 hours before the time of the meeting.
3. The Share Transfer Books of the company will remain closed from November 20 to
  December 04, 1996 (both days inclusive).
4. Members are requested to promptly communicate to the company any change in their
  addresses.
CHAIRMAN'S REVIEW
I welcome you to the Thirteenth Annual General Meeting of Al-Ghazi Tractors Limited,
and present the Annual Report of your Company for the year ended June 30, 1996.
Operating Results
The Company recorded a pre-tax profit of Rs. 171.9 million - a decline from the record
profit of Rs. 259.9 million - achieved in 1994-95, but the latter included exceptional
credits.
A larger number of tractors - 6,617 units - was delivered than 6,420 units delivered in the
previous year, but the gross profit margin declined from 14.7% to 10.0% reflecting the
impact of a raft of unavoidable cost increases, especially the sudden imposition in
October 1995 of 10% regulatory duty coupled with a 7% devaluation of the rupee, which
was followed by further creeping devaluation. It was not possible to pass on all these costs
by way of immediate increase in selling prices, although the Company ultimately had to
increase prices in the range of 5 to 8% in addition to price adjustments to absorb the
impact of regulatory duty and devaluation. The Company also had to absorb inevitable
price increases, imposed for the same reasons, by local vendors. Margins would have been
further squeezed but for management's successful efforts in increasing productivity,
exercising tight control on manufacturing overheads and lean inventory management,
which ensured a strong positive cash flow, thus minimizing financial charges. Following
major cost savings in local inputs by bringing in house the assembly of engines and
steering gear in previous years, the Company this year set up in house assembly of the
high value hydraulic lift at minimum set up cost, which resulted in substantial cost
savings.
During the year, the Company completed repayment of its long term loan, obtained from
NDFC in 1985 and is, thus, now totally debt free. As noted above, lean management of
current assets resulted in the accrual of cash balance at the year end totalling Rs. 578
million.
Sales and Production
The market share of the Company in terms of bookings remained steady at 40.5%. In
terms of deliveries share increased from 37.1% last year to 40.6% this year.
Having been consistently available for financing of customers' purchases over recent
years, loans from ADBP suffered various interruptions during the year. Bookings via
ADBP for the whole industry reached only 7,059 units compared with over 20,000 in the
previous year. Of the 5,843 tractors booked with the Company during 1995-96, only
3,074 units were booked through ADBE Fortunately, the Company was able to secure
cash bookings for 2,769 units so that, whereas, ADBP financing used to account for
almost 100% of the industry's support, in the year under review it declined to less than
50%. The emergence of this cash market enabled the Company's net sales to reach Rs.
2,265 million - an increase of 11.6% over last year. Even better results could have been
achieved had not the Company faced the frustration of short supply of local components
and slow issue of bank drafts from ADBP. As a result, no less than 2,491 orders remained
pending for delivery at the close of the financial year.
Awami Tractor Scheme
The Awami Tractor Scheme continued to be a disturbing feature in the tractor market
throughout the year. I reported last year that the Company had received a letter of intent
for the supply of 5,000 tractors under the scheme, along with other local manufacturers.
However, the local manufacturers have not yet been inducted into the scheme, leaving
the ATS importers of built-up units to enjoy the fruits of 100% exemption from customs
duty and sales tax whilst the Company continued to bear customs and regulatory duty and
sales tax on all imports.
The second phase of the scheme is now being launched by the Ministry of Food &
Agriculture, which has placed an order on the Company for the supply of 5,000 tractors
under the scheme. With constant changes to the scheme, the outcome of this order
remains unclear. Management is tracking events minutely and will ensure that the
Company makes use of whatever opportunities may arise.
Fiat-Ford Merger - New Holland
Following the acquisition of the Ford tractor business by the Fiat Group, in 1995 our joint
venture partners - Fiatgeotech - now renamed "New Holland" - introduced 22 new or
renewed products in 70 different models across 78 countries. This uniquely broad range
presents new opportunities for the Company which are under active discussion with our
principals.
Dera Ghazi Khan
Massive public development works in Dera Ghazi Khan continue. Communications with
our plant were greatly eased by the opening in June 1996 of the new Dera Ghazi Khan
Airport located around 5 kms. from the AGTL Plant. This will give a further boost to
economic activity in the area which is witnessing a boom of infrastructural development
including a network of roads, bridges, sewerage installation, parks and schemes to combat
the menace of hill torrents in the region. All these developments will go to enhance the
value of AGTL's real estate holdings.
At the Plant, for the welfare of the Company staff and their families, a 200 kilowatt
generator set is being added to meet the increased power load in the residential colony
and UV filters are being installed to ensure a constant supply of clean drinking water. A
waste water treatment plant is also planned to recycle the sewerage from the colony. The
sewerage water would be utilized for plantation in the colony.
Management Development and Training
The Company's commitment to constant management development through training
continued during the year with numerous courses conducted at the Company's training
centre at Dera Ghazi Khan. The Company's management information systems are being
re-engineered with state-of-the-art computer systems to provide optimum information for
corporate decision making.
Appropriation
Reflecting the stability of profit generation, the Board had declared, for the first time in
the history of the Company, an interim dividend of 15% in June 1996. The Board is now
pleased to recommend a final dividend of 35%, making a total of 50% on the equity
enhanced by last year's bonus issue.
Continuing the policy of enlarging the equity base, the Board is also pleased to
recommend a bonus issue of one share for every ten shares held.
Future Outlook
At the time of writing, there has again been a hiatus in provision of financing by ADBP
which has adversely affected sales in the first few months of the new financial year.
Production levels have been maintained, however, and sufficient stocks built to take
advantage of renewed ADBP financing and the re-emergence of cash buyers in the
coming months. The Company still has substantial firm orders in hand and, given
availability of financing and the possibility of supply under the Awami Tractor Scheme,
we remain optimistic about the results of the current year.
Directors
Messrs S. M. Ehtishamullah and Enrico Ferrero resigned from the Board during the year,
and Messrs Nazir A. Shaikh and Mario Chessa were appointed in their stead. I take this
opportunity to thank Mr. Ehtishamullah and Mr. E. Ferrero for their contribution during
their tenure.
Appreciation
I conclude by recording the Board's appreciation to the Government and the ADBP for
their patronage of the tractor industry and would urge them to reinforce it by
discouraging the import of built up tractors under special schemes. I also thank our
partners and principals, New Holland, for their continued support. Thanks are also due
to AGTL's dealers and vendors for their efforts. I especially thank our customers for their
continued patronage to ensure our success in the market place. The management and
staff deserve special commendation for it is their dedication and effort which made
possible the results achieved.
Kunwar Idris
October 22, 1996 Chairman
Financial Highlights
1995 1994
(in millions of U.S. dollars)
NET SALES 5,003 4,715
GROSS PROFIT  1,120 1,163
INCOME FROM OPERATIONS 390 485
NET INCOME 235 356
CAPITAL EXPENDITURES
AND R&D EXPENSES 245 183
BORROWINGS 624 648
EMPLOYEES AT YEAR END 18,820 19,661
DIRECTORS' REPORT
The Directors of Al-Ghazi Tractors Limited take pleasure in presenting their Annual
Report together with the company's audited accounts for the year ended June 30, 1996.
(Rs '000)
Profit for the year before taxation 17,189.30
Less: Provision for taxation 64,292
---------
Profit after taxation 107,601
Unappropriated profit brought forward 1,220
---------
Profit available for appropriation 108,821
Less: Appropriations
Dividend
Interim @ 15% already paid 11,060
Final @ 35% now proposed 25,807
Transfer to Reserve for issue
of bonus shares 7,374
Tax thereon 737
Transfer to General Reserve 60,000 104,978
--------- ---------
Unappropriated profit carried forward 3,843
=========
1. The retiring Auditors Messrs A.E Ferguson & Co., being eligible, offer themselves for
  re-appointment.
2. The pattern of shareholdings is included in this Annual Report.
On behalf of the Board
Karachi, Kunwar Idris
October 22, 1996 Chairman
DECADE AT A GLANCE
1995-96 1994-95 1993-94 1992-93 1991-92
Production: (Volume in units)
Model 480s 4,415 4,400 3,686 4,101 2,595
Model 640. 2,202 2,015 1,861 2,081 732
--------- --------- --------- --------- ---------
Total Production 6,617 6,415 5,547 6,182 3,327
========= ========= ========= ========= =========
Sales:
Model 480s 4,415 4,401 3,906 3,905 2,566
Model 640 2,202 2,019 1,892 2,046 824
Model 300 - - - 4 12
--------- --------- --------- --------- ---------
Total Sales 6,617 6,420 5,798 5,955 3,402
========= ========= ========= ========= =========
Bookings:
- Industry 14,419 21,739 17,522 13,464 14,527
- AGTL 5,843 8,693 6,839 3,944 5,509
- AGTL's share % 40.50 40.00 39.00 29.30 37.90
Sales Revenue
(Value in Rs. 000)
Model 480s 1,345,470 1,248,399 1,055,117 997,521 598,621
Model 640 902,779 764,385 672,460 679,452 250,506
Model 300 - - - 249 851
Spare Parts 16,499 17,153 21,678 23,423 19,612
--------- --------- --------- --------- ---------
2,264,748 2,029,937 1,749,255 1,700,645 869,590
========= ========= ========= ========= =========
Deletion Achieved:
Model 480s  82% 82% 82% 81% 81%
Model 640 74% 74% 74% 74% 74%
Gross Margin:
Value 225,422 298,948 275,135 196,194 25,678
Percentage of Sales 10.00% 14.70% 15.70% 11.50% 2.90%
Profit/(Loss) before tax 171,893 259,859 166,191 102,521 (77,009)
Profit/(Loss) after tax 107,601 172,790 96,191 90,021 (82,291)
Capital Expenditure 25,528 9,050 17,919 5,551 5,122
Dividend (Cash & Stock)
Value 44,241 45,375 24,956 10,313 -
Percentage 60.00% 80.00% 55.00% 25.00% -
Earning/(loss) per share 730 15.23 10.6 10.91 (9.97)
1990-91 1989-90 1988-89 1987-88 1986-87
Production:
Model 480s 4,226 4,722 6,383 4,615 5,703
Model 640. 1,438 1,885 1,787 1,917 1,472
--------- --------- --------- --------- ---------
Total Production 5,664 6,607 8,170 6,532 7,175
========= ========= ========= ========= =========
Sales:
Model 480s 47 4,728 6,348 4,556 6,518
Model 640 18 1,872 1,820 1,863 1,698
Model 300 29 21 21 52 27
--------- --------- --------- --------- ---------
Total Sales 5,737 6,621 8,189 6,471 8,243
========= ========= ========= ========= =========
Bookings:
- Industry 12,387 19,526 21,870 26,008 26,214
- AGTL 4,958 6,715 6,134 9,438 8,923
- AGTL's share % 40.00 34.40 28.00 36.30 34.00
Sales Revenue
(Value in Rs. 000)
Model 480s 948,083 886,055 1,006,719 656,210 826,842
Model 640 398,978 455,260 385,523 356,112 290,948
Model 300 2,138 1,533 1,529 3,636 1,752
Spare Parts 27,579 26,637 23,966 26,335 18,522
--------- --------- --------- --------- ---------
1,376,778 1,369,485 1,417,737 1,042,293 1,138,064
========= ========= ========= ========= =========
Deletion Achieved:
Model 480s  81% 79% 77% 71% 58%
Model 640 71% 58% 56% 40% 30%
Gross Margin:
Value 82,541 11,404 97,144 88,063 86,917
Percentage of Sales 6.00% 8.10% 6.90% 8.40% 7.60%
Profit/(Loss) before tax 9,065 6,278 18,594 17,420 23,824
Profit/(Loss) after tax 2,116 6,278 17,949 17,420 23,824
Capital Expenditure 1,195 4,345 4,733 4,540 7,071
Dividend (Cash & Stock)
Value - 6,187 10,313 8,250 12,375
Percentage - 15.00% 25.00% 20.00% 30.00%
Earning/(loss) per share -0.26 0.76 2.18 2.11 2.89
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed balance sheet of Al-Ghazi Tractors Limited as at June
1996 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, 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