| SINGER PAKISTAN LIMITED |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Annual
Report 1997 |
|
|
|
| OVER
140 YEARS AGO |
|
| SINGER |
|
| CAPTURED
THE |
|
| SPIRIT
OF INNOVATION. |
|
| TODAY, |
|
|
| SINGER'S
COMMITMENT TO R&D |
|
| BRINGS
TO PAKISTAN |
|
|
| ·
A COMPLETE RANGE OF QUALITY PRODUCTS |
|
| ·
A NATION-WIDE SALES AND SERVICE |
|
| ·
EASY PAYMENT TERMS |
|
| ·
AFTER SALES SERVICE |
|
|
| SINGER* |
|
| YOUR
FAMILY COMPANY |
|
|
|
| Contents |
|
|
| Board
of Directors |
|
| Notice
of Meeting |
|
| Statement
trader section 160 of Companies Ordinance 1984 |
|
| Directors' Report |
|
|
| Pattern
of Holding of Shares |
|
| Auditors' Report |
|
|
| Balance Sheet |
|
|
| Profit
and Loss Account |
|
| Statement
of Changes in Financial Position |
|
| Notes
to the Accounts |
|
| Statistical
Summary |
|
|
|
|
|
| Board
of Directors |
Kamal Shah |
|
|
|
|
Rasheed Y. Chinoy |
|
|
|
|
Bashir Ahmed |
|
|
|
|
U.R. Usmani |
|
|
|
|
Razi-ur-Rehman Khan |
|
|
|
|
James Yuan |
|
|
|
|
Mark McGuiness |
|
|
|
|
|
|
|
| Secretary |
|
Roshan Ali Hamirani |
|
|
|
|
|
|
|
|
|
|
|
| Bankers |
|
Allied Bank of Pakistan
Limited |
|
|
|
|
American Express Bank
Limited |
|
|
|
|
ANZ Grindlays Bank |
|
|
|
|
Bank A1-Habib Limited |
|
|
|
|
Credit Agricole Indosuez |
|
|
|
|
Emirates Bank
International PJSC |
|
|
|
|
Habib Bank Limited |
|
|
|
|
Hongkong & Shanghai
Banking Corporation |
|
|
|
Muslim Commercial Bank
Limited |
|
|
|
|
National Bank of Pakistan |
|
|
|
|
Platinum Commercial Bank
Limited |
|
|
|
|
Prime Commercial Bank
Limited |
|
|
|
|
Standard Chartered Bank |
|
|
|
| Auditors |
|
Ford, Rhodes, Robson,
Morrow |
|
|
|
Chartered Accountants |
|
|
|
|
| Registrar |
|
Gangjees Investment &
Finance Consultants |
|
|
|
513, Clifton Centre |
|
|
|
Kehkashan, Block-5 |
|
|
|
Clifton |
|
|
|
Karachi |
|
|
|
|
| Registered
Office |
Plot No. 39, Sector 19 |
|
|
|
Korangi Industrial Area |
|
|
|
Karachi |
|
|
|
|
|
| Head Office |
|
A1-Haroon Building |
|
|
|
3rd Floor |
|
|
|
10 - Garden Road |
|
|
|
Karachi |
|
|
|
| Notice
of Meeting |
|
|
| Notice
is hereby given that the |
|
|
| Thirty-
Seventh Annual General Meeting of |
|
|
| Singer
Pakistan Limited will be held on Friday, |
|
|
| June
26, 1998 at Institute of Chartered |
|
|
| Accountants
of Pakistan, G-31, Block 8, |
|
|
| Kehkashan,
Clifton, Karachi at 10:30 a.m. to |
|
|
| transact
the following business: |
|
|
|
|
|
| ORDINARY
BUSINESS: |
|
|
|
|
|
| 1.
To receive and consider the audited |
|
|
|
|
| accounts
of the Company for the |
|
|
|
|
|
| period
from January 1, 1997 to |
|
|
|
|
|
| January
3, 1998 and the Reports of |
|
|
|
| Directors
and Auditors thereon. |
|
|
|
|
|
|
| 2.
To appoint auditors and to fix their |
|
|
| remuneration.
The Company has |
|
|
|
| received
from Singer VIII B.V. (member |
|
|
| of
the company), a notice under Section |
|
|
| 253(1)
of the Companies Ordinance 1984 |
|
|
| proposing
Messrs. Khalid Majid Husain |
|
|
| Rahman,
Chartered Accountants, |
|
|
|
| representative
of Deloitte Touche |
|
|
|
| Tohmatsu
International, for appointment |
|
|
| as
auditors of the Company in place of |
|
|
| Ford,
Rhodes, Robson, Morrow, |
|
|
|
| Chartered
Accountants, the retiring |
|
|
| auditors
of the Company for the reason |
|
|
| that
Deloitte Touche Tohmatsu |
|
|
|
| International
carry out the audit of Group |
|
|
| Companies
of the Singer N.V. worldwide. |
|
|
|
|
|
| SPECIAL
BUSINESS: |
|
|
|
|
| 3.
To capitalise a sum of Rs. 8,745,270 out of |
|
| the
profits available for appropriation for |
|
| the
issuance of 874,527 bonus shares. |
|
| A
Statement under Section 160 of the |
|
| Companies
Ordinance 1984 pertaining to |
|
| the
Special Business is being sent to |
|
| Shareholders
with this notice. |
|
|
|
|
| On
behalf of the Board |
|
| U.R. Usmani |
|
|
| Director |
|
|
|
|
|
| Karachi |
|
|
| Dated:
May 14, 1998 |
|
| N.B. |
|
|
|
|
|
| 1)
The Share Transfer Books of the Company will be |
|
| closed
and no transfer of shares will be accepted for |
|
| registration
from Saturday, June 13,1998 to Friday, |
|
| June
26,1998 (both days inclusive). |
|
|
|
|
| Transfers
received in order at the Office of our |
|
| Registrar
by the close of business on Friday, |
|
| June
12,1998 will be treated in time for the purpose |
|
| of
payment of determining entitlements to |
|
| bonus shares. |
|
|
|
|
|
| 2)
A Member, entitled to attend and vote at the |
|
| meeting
is entitled to appoint another person as |
|
| his/her
proxy to attend, speak and vote instead of |
|
| him/her
and a proxy so appointed shall have such |
|
| rights,
as respect attending, speaking and voting at |
|
| the
meeting as are available to the member. Proxies, |
|
| in
order to be effective, must be received by the |
|
| Company
not less than 48 hours before the meeting. |
|
| A
proxy need not be a member of the Company. |
|
|
|
|
|
|
|
|
| Statement
under Section 160 of the |
|
| Companies
Ordinance, 1984 |
|
|
| This
Statement sets out the material facts |
|
|
| concerning
the Special Business to be transacted |
|
|
| at
the Thirty-Seventh Annual General Meeting |
|
|
| of
Singer Pakistan Limited to be held on |
|
|
| Friday,
June 26, 1998. |
|
|
|
|
|
|
| ITEM
NO. 3 - CAPITALIZATION FOR ISSUE |
|
|
| OF
BONUS SHARES |
|
|
|
|
|
|
| I
n order to meet increased Working Capital |
|
|
| Requirements
of the Company the Directors |
|
|
| consider
it advisable to capitalise a sum of |
|
|
| Rs.
8,745,270 out of the profits available for |
|
|
| appropriation
for the period from |
|
|
|
| January
1, 1997 to January 3, 1998 for the |
|
|
| issue
of Bonus Shares. |
|
|
|
|
|
|
| The
Bonus Shares to be issued will be in the |
|
|
| proportion
of one Ordinary Share for every five |
|
| Ordinary
Shares held by Members registered |
|
| with
the Company as at June 26, 1998. |
|
| Accordingly,
it is proposed to pass the following |
|
| resolution
as an Ordinary Resolution: |
|
|
| RESOLVED
THAT: |
|
|
| 1.
A sum of Rs. 8,745,270 out of the profits |
|
| available
for appropriation for the period |
|
| from
January 1, 1997 to January 3, 1998 be |
|
| capitalised
and applied for making |
|
| payment
in full of 874,527 Ordinary |
|
| Shares
of Rs. 10 each and that the said |
|
| shares
be allotted as fully paid Ordinary |
|
| Shares
to the Members of the Company |
|
| whose
names appear on the Register of |
|
| Members
as at the close of business on |
|
| June
26, 1998, in the proportion of one |
|
| Bonus
Share for every five Shares then., |
|
| held and that such Bonus
Shares shall |
|
| rank
pari passu as regards future |
|
| dividends
and in all other respects with the |
|
| existing
Ordinary Shares of the Company. |
|
|
|
|
| 2.
In the event of any member becoming |
|
| entitled
to a fraction of a share, the |
|
| Directors
be and are hereby authorised to |
|
| consolidate
all such fractions and sell the |
|
| shares
so constituted in the Stock Market |
|
| and
to pay the proceeds thereof to the |
|
| members
entitled to the fraction in |
|
| proportion
to their respective |
|
| entitlements. |
|
|
|
|
|
| 3.
For the purpose of giving effect to this |
|
| Resolution,
the Directors be and they are |
|
| hereby
authorised to do an caused to be |
|
| done
all acts, deeds and things that may |
|
| be
necessary and to settle any question or |
|
| difficulties
that may arise in regard to the |
|
| allotment
and the distribution of the said |
|
| Bonus
Shares as they think fit. |
|
|
|
|
|
| Report
of the Directors |
|
| for
the period from January 1, 1997 to |
|
| January
3, 1998 |
|
|
|
|
|
| The
Board of Directors have pleasure in presenting |
|
|
| the
Annual Report with Audited Accounts for the |
|
|
| period
from January 1, 1997 to January 3,1998. |
|
|
|
|
|
|
|
| FINANCIAL
REVIEW |
|
|
|
| Market
conditions during 1997 were very depressed |
|
|
| inspite
of the Government's Industrial revival |
|
|
| package.
Sales suffered due to a decline in |
|
|
| Consumer
purchasing power and continued |
|
|
| irregular
imports of Appliances. The devaluation of |
|
|
| the
Pakistani Rupee leads to an increase in costs and |
|
|
| an
erosion of Gross Margins, as only a part of the |
|
|
| increased
costs could be passed on to the Consumer. |
|
|
| Further,
the Company had to promote Sales through |
|
|
| Incentive
Schemes to counter rebates and discounts |
|
|
|
| offered
by competitors. |
|
|
|
|
|
|
|
|
| Sales
for the year under review decreased from |
|
|
|
| Rs.
813.6 million to Rs. 605.6 million, a decrease of |
|
|
|
| 25.6%.
The reduction in Sales was both in |
|
|
|
| Sewing
Machines and Appliances, other than |
|
|
|
| colour
Television. |
|
|
|
|
|
|
|
|
| The
operating profit for the year under review |
|
|
|
| declined
from 74.5 million to 30.6 million, a |
|
|
|
| reduction
of 58.9% which was mainly due to low |
|
|
|
| volumes
and increased costs. However, |
|
|
|
| administrative
and selling expenses remained under |
|
|
|
| control
despite the high rate of inflation. Net profit |
|
|
|
| further
declined due to increased financial costs |
|
|
|
| resulting
from high levels of finished goods |
|
|
| inventory
during the year. |
|
|
|
|
|
| SEWING
MACHINES |
|
|
| The
market for Sewing Machines declined during the |
|
|
| year
with tough competition from the unorganized |
|
|
| sector
and liberal imports under personal baggage |
|
|
| scheme
being the main causes for this decline. |
|
|
|
|
|
| Sales
of Sewing Machines recorded a significant drop |
|
|
| of
34.5% as compared to the previous year, mainly |
|
|
| due
to lack of Government tender business for the |
|
|
| Straight
Stitch Sewing Machines. Sales of Zig Zag |
|
|
| Sewing
Machines also declined as a result of a |
|
|
| decline
in Consumer purchasing power. The total |
|
|
| sales
of Sewing Machines in 1997 was Rs. 112.2 |
|
|
|
|
|
| million
as against Rs. 171.3 million in the previous |
|
|
| year.
The standardization of the Straight Stitch |
|
|
| Sewing
Machine has however enabled the Company |
|
|
| to
reduce costs and improve production efficiencies. |
|
|
| The
teething problems of standardization have been |
|
|
| overcome
and it is expected that further cost benefits |
|
|
| will
accrue in the future. This should improve the |
|
|
| Company's
competitiveness in a highly competitive |
|
|
| market. |
|
|
|
|
|
| APPLIANCES |
|
|
| Overall
sales of Appliances declined during the year |
|
|
| from
Rs. 531.9 million to Rs. 414.7 million, a reduction |
|
|
| of 22%. |
|
|
|
|
|
| Refrigerator
sales suffered due to depressed market |
|
|
| conditions
as well as due to a fire at the Company's |
|
|
| Refrigerator
Factory on May 21, 1997, which was |
|
|
| reported
in the Company's Half Yearly Report for |
|
|
| 1997.
That fire occurred during the peak season of |
|
|
| Refrigerator
sales and damaged part of the |
|
|
| Refrigerator
Factory building, totally destroyed the |
|
|
| parts
store, and partially destroyed Finished Goods. |
|
|
| The
Company has settled its claim for loss of |
|
|
| inventory
and fixed assets with the insurance |
|
|
| company
and has filed its Loss of Profit Claim which |
|
|
| is
under process. The Refrigerator Factory was |
|
|
| repaired
in the shortest possible time and has become |
|
| operational. |
|
|
|
|
|
| Despite
depressed market conditions and wide scale |
|
|
| irregular
imports, sales of our recently introduced |
|
|
| Colour
Televisions were maintained. The initial |
|
|
| teething
problems of local production have been |
|
|
| overcome
and the plant is now producing high |
|
|
| quality
Colour Televisions which has enabled the |
|
|
| Company
to curtail imports and reduce costs through |
|
| increased
utilisation of capacity. The Company is |
|
|
| optimistic
about its Colour Television business as the |
|
| market
conditions improve. |
|
|
|
|
|
| GOODS
PURCHASED FOR RE-SALE |
|
|
| Sales
of goods purchased for re-sale declined from |
|
|
| Rs.
110.4 million to Rs. 78.6 million, a decline of |
|
|
| 28.8%,
mainly due to the shift in volume from |
|
|
| imports
to local production of Colour Television. |
|
|
|
|
|
|
|
|
|
| PROFIT
AND APPROPRIATIONS |
|
|
|
| The
Board has recommended the following |
|
|
|
| appropriations
out of the profit for the year 1997: |
|
|
|
|
|
(Rs. in Million) |
|
|
|
|
|
|
1997 |
1996 |
|
|
|
|
| Profit after Tax |
|
|
7,862 |
37,130 |
|
| Unappropriated
Profit brought |
|
|
| forward |
|
1,981 |
1,030 |
|
|
|
|
|
|
9,843 |
38,160 |
|
| Appropriations: |
|
|
|
|
|
|
| Cash Dividend |
|
|
-- |
16,179 |
|
| Transfer
to General Reserve |
|
-- |
20,000 |
|
| Transfer
to Reserve for |
|
|
|
| Proposed
issue of bonus shares |
|
46 |
-- |
|
|
|
|
|
|
8,746 |
36,179 |
|
|
|
|
| Unappropriated
Profit |
|
|
| carried over |
|
1,097 |
1,981 |
|
|
|
|
|
|
|
|
|
|
| DIVIDENDS/BONUS
ISSUE |
|
|
|
| The
Board has recommended that no cash dividend be |
|
|
| paid
for the period ended January 3, 1998. |
|
|
|
|
|
|
| The
Board has however proposed that a Bonus issue in |
|
|
| the
proportion of one share for every five shares of Rs. |
|
|
| 10/-
each be made to all Members whose names appear |
|
|
| on
the Register of Members on June 26, 1998, out of the |
|
|
| profit
available for appropriation for the year under |
|
|
|
| review. |
|
|
|
|
|
|
| DIRECTORS |
|
|
|
| During
the year Mr. William D. Enersen resigned and |
|
|
|
| Mr.
Mark McGuiness was appointed as a Director of |
|
|
|
| the Company. |
|
|
|
|
|
|
| FUTURE
PROSPECTS |
|
|
|
| The
Company plans to consolidate its present |
|
|
|
| product
line and to continue its efforts to increase |
|
|
|
| market
share both in Sewing Machines and |
|
|
|
| Appliances.
We expect increased sales of Colour |
|
|
|
| Television
with improved utilisation of our |
|
|
|
| television
plant capacity. |
|
|
|
|
|
|
| HUMAN
RESOURCES |
|
|
|
| During
the year under review, relationship with |
|
|
|
| staff,
workers and management remained cordial |
|
|
|
| and
the Board of Directors take this opportunity to |
|
|
|
| express
their appreciation for the hard work and |
|
| dedication
of the employees of the Company under |
|
| very
difficult market conditions. |
|
|
| The
Company also reduced its workers' strength at |
|
| its
Factory through a Golden Handshake Scheme. |
|
| This
has become necessary on account of the |
|
| depressed
market conditions. |
|
|
| Training
programmes to improve employee skills |
|
| and
knowledge have continued during the year for |
|
| all
levels of employees, with particular emphasis on |
|
| marketing. |
|
|
| SOCIAL
RESPONSIBILITIES |
|
| The
Company has continued to organize training |
|
| classes
in sewing, designing and knitting to help |
|
| average
income groups to earn extra income. |
|
|
| AUDITORS |
|
| The
Auditors Messers Ford, Rhodes, Robson and |
|
| Morrow,
retire at the conclusion of the Annual |
|
| General
Meeting. The Company has received a |
|
| notice
from the majority Shareholder, The Singer |
|
| Company
VIII B.V. Netherland, of its intention to |
|
| propose
M/S Khalid Majid Husain Rahman for |
|
| appointment
as the Auditors of the Company for |
|
| the year 1998. |
|
|
| PATTERN
OF SHAREHOLDING |
|
| A
statement showing the pattern of holding of |
|
| shares
by the shareholders of Singer Pakistan Limited |
|
| as
at January 3, 1998 is annexed to this report. |
|
|
| HOLDING
COMPANY |
|
| Singer
VIII B.V. Netherland holds 70% issued share |
|
| capital
of Singer Pakistan Limited. |
|
|
| GENERAL |
|
| During
the period from end of the financial year of |
|
| the
Company to which the Balance Sheet relates and |
|
| the
date of this report, there have been no material |
|
| commitments
made and no changes have occurred |
|
| which
materially affect the financial position of the |
|
| Company. |
|
|
|
| On
behalf of the Board |
|
| KAMAL SHAH |
|
| Chairman |
|
|
| Karachi |
|
| Dated:
May 14, 1998. |
|
|
|
|
| Pattern
of holding of shares held |
|
| by
the Shareholders of Singer Pakistan Limited |
|
| as
at January 3, 1998 |
|
|
|
|
Shareholding |
|
|
| Number of |
From |
To |
Total Shares |
|
| Shareholders |
|
held |
|
|
| 235 |
1 |
100 |
10,803 |
|
| 288 |
101 |
500 |
70,797 |
|
| 30 |
501 |
1000 |
22,077 |
|
| 36 |
1001 |
5000 |
75,357 |
|
| 2 |
5001 |
10000 |
12,882 |
|
| 1 |
10001 |
15000 |
10,437 |
|
| 1 |
20001 |
25000 |
25,000 |
|
| 1 |
60001 |
65000 |
61,750 |
|
| 1 |
140001 |
145000 |
144,390 |
|
| 1 |
150001 |
155000 |
151,557 |
|
| 1 |
720001 |
725000 |
723,806 |
|
| 1 |
3060001 |
3065000 |
3,063,779 |
|
| -------------------- |
|
-------------------- |
|
| 598 |
|
4,372,635 |
|
| ============ |
|
============ |
|
|
| Categories
of Shareholders |
|
| as
at January 3, 1998 |
|
|
| Categories of |
|
Number |
Shares held |
Percentage |
|
| Shareholders |
|
|
| 1. Individuals |
|
584 |
489,641 |
11.20 |
|
| 2.
Investment Companies |
|
4 |
756,196 |
17.29 |
|
| 3.
Joint Stock Companies |
|
5 |
62,798 |
1.44 |
|
| 4.
Modaraba Companies |
|
1 |
125 |
0.00 |
|
| 5.
Associated Companies |
|
3 |
96 |
0.00 |
|
| 6.
Holding Companies |
|
1 |
3,063,779 |
70.07 |
|
|
|
-------------------- |
-------------------- |
-------------------- |
|
|
|
598 |
4,372,635 |
100.00 |
|
|
|
============ |
============ |
============ |
|
|
|
| Auditors'
Report To The Members |
|
|
| We
have audited the annexed balance sheet of SINGER PAKISTAN LIMITED as at |
|
| January
3, 1998 and the related profit and loss account and statement of changes in
financial position |
|
| (cash
flow statement), together with the notes forming part thereof, for the period
then ended and we |
|
| state
that we have obtained all the information and explanations which to the best
of our knowl |
