| Arpak International Investments Limited |
|
|
|
|
|
| Annual
Report 1998 |
|
|
| CONTENTS |
|
| Board
of Directors |
|
| Notice
of Meeting |
|
| Statement
Under Section 160(b) |
|
| of
the Companies Ordinance, 1984 |
|
| Director's
Report |
|
| Auditor's
Report to the Members |
|
| Balance
Sheet |
|
|
| Profit
and Loss Account |
|
|
| Cash
Flow Statement |
|
| Notes
to the Accounts |
|
|
| Pattern
of Shareholding |
|
|
|
| BOARD
OF DIRECTORS |
|
|
| CHIEF
EXECUTIVE |
Mr. Abbas Sarfaraz Khan |
|
|
| DIRECTORS |
|
Begum Zari Sarfaraz |
|
|
Mr. Aziz Sarfaraz Khan |
|
|
Begum Laila Sarfaraz |
|
|
Mr. Mohammad Rafique |
|
|
Mr. Iskander M. Khan |
|
|
Mr. Abdul Qadar Khattak |
|
|
| SECRETARY |
|
Muhammad Azhar Qureshi |
|
|
|
| AUDITORS |
|
Hameed Chaudhri &
Co., |
|
|
|
Chartered Accountants |
|
|
|
| REGISTERED
OFFICE |
House 2, Street 27, |
|
|
F-6/2 Islamabad. |
|
|
|
| NOTICE
OF MEETING |
|
|
| Notice
is hereby given that the Twenty first Annual General Meeting of the ~.~ |
|
| ARPAK
INTERNATIONAL INVESTMENTS LIMITED, will be held on |
|
| Thursday,
31st December, 1998 at 9 A.M. at the registered office of the |
|
| Company
at House No. 2, Street 27, F-6/2, Islamabad, to transact the |
|
| following business: |
|
|
| 1.
To confirm the Minutes of the Twentieth Annual General Meeting held on |
|
| 31
st December, 1997 |
|
|
|
| 2.
TO receive, consider and adopt the audited Balance Sheet and profit and |
|
| loss
account for the year ended 30th June, 1998 with Auditors' and |
|
| Directors'
Report thereon. |
|
|
| 3.
To appoint auditors for the year 1998-99 and to fix their remuneration. |
|
| The
outgoing auditors, Messrs. Hameed Chaudhri & Co., Chartered |
|
| Accountants,
Offer themselves for re-appointment. |
|
|
| 4.
To declare a dividend. |
|
|
| 5.
To transact any other ordinary business of the Company as may be |
|
| permitted
by the Chair. |
|
|
| Special
Business: |
|
|
| To
give post facto approval under section 196(3) of the Companies |
|
| Ordinance,
1984 of sale of Company's freehold land at Mauza Mingora, |
|
| District
Swat, consider and pass the following resolution: |
|
|
| "RESOLVED
that the sale of freehold land at Mauza Mingora, District |
|
| Swat,
measuring 53 Kanals 4 Marlas by the Company is hereby post |
|
| facto
approved." |
|
|
| BY
ORDER OF THE BOARD |
|
|
| ISIAMABAD, |
|
MUHAMMAD AZHAR QURESHI |
|
| December
9, 1998 |
|
SECRETARY |
|
|
| NOTE: |
|
|
|
| The
share transfer books and register of members of the Company will remain
closed from 24th December, 1998 |
|
| to
31st December, 1998 (both days inclusive). |
|
|
| Votes
may be given either personally or by an agent duly authorized and under a
power of attorney or by proxy. No |
| person
shall be appointed as a proxy or as an agent authorized under a power of
attorney who is not himself a |
|
| Member
of the Company and qualified to vote save a Corporation being a Member of the
Company may appoint as |
|
| a
representative any person, whether a Member of the Company or not. |
|
|
| The
instrument appointing a proxy to be valid must be deposited at the Registered
Office of the Company at least |
| 48
hours before the time of meeting, duly stamped and signed. |
|
|
| PROXY
FORM IS ENCLOSED |
|
|
|
| STATEMENT
UNDER SECTION 160(b) |
|
| OF
THE COMPANIES ORDINANCE, 1984 |
|
|
| The
ARPAK INTERNATIONAL INVESTMENTS LIMITED held freehold land |
|
| measuring
53 Kanals 4 Marlas at Mauza Mingora, District Swat, the book |
|
| value
of which was Rs. 10,395,309. |
|
|
| During
the year Company sold the freehold land for Rs. 13,353,300 in |
|
| accordance
with the provisions of Section 196(2)~) of the Companies |
|
| Ordinance,
1984 with the prior approval of the Board of Directors vide their |
|
| meeting
held on August 4, 1997 at the registered office of the Company. |
|
|
| In
the opinion of the Auditors of the Company, it constitute a sizeable part |
|
| of
the total undertakings of the Company and was required to be approved |
|
| by
the members in their general meeting, in accordance with the provisions |
|
| of
sub section 3 of section 196 of the Companies Ordinance, 1984. |
|
|
| The
matter is now placed before the members in the Twenty first Annual |
|
| General
Meeting of the Company to be held on 31st December, 1998 at the |
|
| registered
office of the Company for post facto approval. |
|
|
| The
directors of the Company have no direct interest in the above deal. |
|
|
|
| DIRECTORS'
REPORT |
|
| FOR THE YEAR ENDED 30TH JUNE,
1998 |
|
|
| Your
Directors have pleasure in presenting Twenty first Annual Report |
|
| alongwith
audited accounts of the Company for the year ended on 30th |
|
| June, 1998. |
|
|
| ACCOUNTS: |
|
|
| The
Company made pre-tax net profit of Rs. 7,734,114 for the year. After |
|
| providing
Rs. 80,000 in respect of taxation, the balance of Rs. 7,654,114 |
|
| been
shown as unappropriated profit. The Company has general reserves of |
|
| Rs.
5,400,000 and capital reserves of Rs. 7,440,781 at the end of the year. |
|
|
| The
Company presently holds cash resources of Rs. 48.482 million against |
|
| the
paid up capital of Rs. 40.00 million. Out of these funds Rs. 47.151 |
|
| million
are laying in savings account. |
|
|
| APPROPRIATIONS: |
|
|
| As
the company wants to utilize its cash resources, the Directors |
|
| recommend
5 percent dividend for the year and an amount of Rs. 2,690,925 |
|
| being
net gain on sale of freehold land has been transferred to capital |
|
| reserves. |
|
|
| SPECIAL
BUSINESS: |
|
|
| During
the year Company sold its freehold land measuring 53 Kanals 4 |
|
| Marlas
at Mauza Mingora, District Swat, for Rs. 13,353,300 in accordance |
|
| with
the provisions of the section 196(2)(j) of the Companies Ordinance, |
|
| 1984
with the prior approval of Board of Directors vide their meeting held |
|
| on
August 4, 1997 at the registered office of the Company. The said deal in |
|
| the
opinion of Auditors' constitute sizeable part of the assets of the |
|
| Company
and was required to be approved by the general meeting in |
|
| accordance
with the provisions of sub section 3 of section 196 of the |
|
| Companies
Ordinance, 1984. The matter is now included in the agenda of |
|
| Twenty
first Annual General Meeting for the post facto approval. |
|
|
| AUDITORS: |
|
|
| The
present auditors Messrs. Hameed Chaudhri & Co., Chartered |
|
| Accountants
retire and being eligible offer themselves for re-appointment. |
|
|
| ON
BEHALF OF THE BOARD |
|
|
| ISLAMABAD, |
|
ABBAS SARFARAZ KHAN |
|
| December
7, 1998 |
|
Chief Executive |
|
|
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
|
| We
have audited the annexed Balance Sheet of ARPAK INTERNATIONAL |
|
| INVESTMENTS
LIMITED as at 30th June, 1998 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 purposes |
|
| 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
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 30th dune, 1998 and |
|
| of
the profit and cash flows for the year then ended; and |
|
|
| (d)
in our opinion Zakat deductible at source under the Zakat and Ushr |
|
| Ordinance,
1980, was deducted by the Company and deposited in the |
|
| Central
Zakat Fund established under section 7 of that Ordinance. |
|
|
| Without
qualifying our opinion, we draw attention to the fact that |
|
| during
the current financial year, freehold land as detailed in note 8.1 |
|
| was
sold without obtaining the prior consent of the General Meeting |
|
| as
required by Section 196(3) of the Companies Ordinance, 1984. |
|
|
| LAHORE, |
|
HAMEED CHAUDHRI &
CO., |
|
| December
8, 1998 |
|
CHARTERED ACCOUNTANTS |
|
|
|
| BALANCE
SHEET |
|
| AS
AT 30TH JUNE, 1998 |
|
|
|
|
1998 |
1997 |
|
|
Note |
Rupees |
Rupees |
|
|
| CAPITAL
AND RESERVES |
|
| Authorised
capital: |
|
| 5.000.000
ordinary shares |
|
| of
Rs. 10 each |
|
50,000,000 |
50,000,000 |
|
|
========== |
========== |
|
| Issued,
subscribed and paid |
|
| up capital: |
|
| 4,000.000
ordinary shares of |
|
| Rs.
l0 each issued for cash |
|
40,000,000 |
40,000,000 |
|
| Capital
reserves |
|
3 |
7,440,781 |
4,749,856 |
|
| General
reserves |
|
5,400,000 |
5,400,000 |
|
| Unappropriated
profit |
|
22,629,241 |
19,666,052 |
|
|
---------- |
---------- |
|
|
75,470,022 |
69,815,908 |
|
|
| SHARES
APPLICATION |
|
| MONEY |
|
4 |
202,167 |
202,167 |
|
|
| CURRENT
LIABILITIES |
|
| Accruals
and other |
|
| payables |
|
5 |
197,131 |
112,187 |
|
| Provision
for taxation |
|
6 |
824,130 |
744,130 |
|
| Proposed
dividend |
|
|
2,000,000 |
2,000,000 |
|
| Unclaimed
dividend |
|
|
251,465 |
228,339 |
|
|
|
|
|
|
3,272,726 |
3,084,656 |
|
|
|
|
| CONTINGENCIES
AND |
|
|
|
| COMMITMENTS |
|
7 |
- |
- |
|
|
---------- |
---------- |
|
|
78,944,915 |
73,102,731 |
|
|
|
========== |
========== |
|
|
|
|
|
| TANGIBLE
FIXED ASSETS |
|
8 |
8,436,584 |
19,017,784 |
|
| LONG
TERM INVESTMENTS |
|
9 |
19,662,867 |
19,662.87 |
|
|
|
| CURRENT
ASSETS |
|
|
| Advances
and other |
|
| receivables |
|
10 |
2,363,049 |
2,524,010 |
|
| Cash
at Banks and |
|
|
|
| Savings
Centre |
|
11 |
48,482,415 |
31,898,070 |
|
|
---------- |
---------- |
|
|
50,845,464 |
34,422.08 |
|
|
|
---------- |
---------- |
|
|
78,944,915 |
73,102,731 |
|
|
========== |
========== |
|
| The
annexed notes form an integral part of these accounts. |
|
|
| ABBAS
SARFARAZ KHAN |
BEGUM ZARI SARFARAZ |
MOHAMMAD RAFIQUE |
|
| Chief
Executive |
Director |
|
Director |
|
|
|
| PROFIT
AND LOSS ACCOUNT |
|
| FOR
THE YEAR ENDED 30TH JUNE. 1998 |
|
|
|
1998 |
1997 |
|
|
|
| INCOME |
|
12 |
6,626,485 |
4,305,560 |
|
| ADMINISTRATIVE
EXPENSES |
|
13 |
1,548,729 |
1,584,061 |
|
|
---------- |
---------- |
|
|
5,077,756 |
2,721,499 |
|
| OTHER
INCOME |
|
14 |
2,744,705 |
94,316 |
|
|
---------- |
---------- |
|
|
7,822,461 |
2,815,815 |
|
| OTHER
CHARGES |
|
| Financial |
|
15 |
9,535 |
500 |
|
| Miscellaneous |
|
16 |
78,812 |
139,050 |
|
|
---------- |
---------- |
|
|
88,347 |
139,550 |
|
|
---------- |
---------- |
|
| PROFIT
BEFORE TAXATION |
|
7,734,114 |
2,676,265 |
|
| PROVISION
FOR TAXATION |
|
6 |
80,000 |
40,000 |
|
|
|
|
---------- |
---------- |
|
| PROFIT
AFTER TAXATION |
|
7,654,114 |
2,636,265 |
|
| UNAPPROPRIATED
PROFIT |
|
| - Brought forward |
|
19,666,052 |
19,029,787 |
|
|
---------- |
---------- |
|
| PROFIT
AVAILABLE FOR APPROPRIATIONS |
|
27,320,166 |
21,666,052 |
|
|
| APPROPRIATION: |
|
| Transfer
to capital reserve |
|
2,690,925 |
- |
|
| Proposed
dividend |
|
|
|
| (1997:
@ 5%) |
|
2,000,000 |
2,000,000 |
|
|
---------- |
---------- |
|
|
4,690,925 |
2,000,000 |
|
|
---------- |
---------- |
|
| UNAPPROPRIATED
PROFIT |
|
| - Carried to Balance Sheet |
|
22,629,241 |
19,666,052 |
|
|
========== |
========== |
|
| The
annexed notes form an integral part of these accounts. |
|
|
|
| CASH
FLOW STATEMENT |
|
| FOR
THE YEAR ENDED 30TH JUNE, 1998 |
|
|
|
|
1998 |
1997 |
|
|
Rupees |
Rupees |
|
|
| CASH
(DEFICIT) FROM OPERATING ACTIVITIES |
|
| -
after taxation (Note "A") |
|
( 1,212,850) |
(1,073,507) |
|
|
| CASH
FLOW FROM INVESTING ACTIVITIES |
|
|
| Sale
proceeds of freehold land - net |
|
13,086,234 |
- |
|
| Dividend
received |
|
1,600,000 |
800,000 |
|
| Interest/Profit
received |
|
4,953,565 |
3,927,411 |
|
| Increase
in term deposit due to |
|
|
|
| exchange
rate fluctuation |
|
80,490 |
72,190 |
|
|
--------- |
--------- |
|
|
19,720,289 |
4,799,601 |
|
| CASH
OUT FLOW FROM FINANCING ACTIVITIES |
|
|
| - Dividend paid |
|
(1,923,094) |
(1,828,213) |
|
|
--------- |
--------- |
|
| NET
INCREASE IN CASH AND CASH EQUIVALENTS |
16,584,345 |
1,897,880 |
|
|
| CASH
AND CASH EQUIVALENTS |
|
| -
At the beginning of the year |
|
31,898,070 |
30,000,190 |
|
|
--------- |
--------- |
|
| CASH
AND CASH EQUIVALENTS |
|
| -
At the end of the year |
|
48,482,415 |
31,898,070 |
|
|
| The
annexed note "A" forms and integral part of this statement. |
|
|
| ABBAS
SARFARAZ KHAN |
BEGUM ZARI SARFARAZ |
MOHAMMAD RAFIQUE |
|
| Chief
Executive |
Director |
|
Director |
|
|
| NOTE "A" |
|
|
1998 |
1997 |
|
|
Rupees |
Rupees |
|
|
| PROFIT
FOR THE YEAR |
|
| -
before taxation |
|
7,734,114 |
2,676,265 |
|
|
| ADD/(LESS)
ADJUSTMENTS FOR NON CASH |
|
| CHARGES
AND OTHER ITEMS: |
|
|
| Depreciation |
|
185,891 |
198,275 |
|
| Dividend
income |
|
(1,600,000) |
(800,000) |
|
| Interest/Profit
on bank deposit |
|
|
|
| and
saving account |
|
(4,941,892) |
(3,165,764) |
|
| Exchange
gain |
|
(80,490) |
(72,190) |
|
| Gain
on sale of freehold land - net |
|
(2,690,925) |
- |
|
| Unclaimed
dividend written back |
|
(53,780) |
(94, 316) |
|
|
---------- |
---------- |
|
| CASH
OUT FLOW FROM OPERATING ACTIVITIES |
|
|
| -
before working capital changes |
|
(1,447,082) |
(1,257,729) |
|
|
| DECREASE
IN CURRENT ASSETS |
|
|
| Due
from associated undertakings |
|
155,986 |
590,742 |
|
| Prepayments |
|
- |
8,215 |
|
|
| INCREASE/(DECREASE)
IN CURRENT LIABILITIES |
|
| Accruals
and other payables |
|
84,944 |
(63,436) |
|
| Unearned
income |
|
- |
(265,625) |
|
|
---------- |
---------- |
|
|
240,930 |
269,896 |
|
|
---------- |
---------- |
|
| CASH
OUT FLOW FROM OPERATING ACTIVITIES |
|
| -
before taxation |
|
(1,206,152) |
(987,834) |
|
| Taxes paid |
|
(6,698) |
(85,673) |
|
|
| CASH
OUT FLOW FROM OPERATING ACTIVITIES |
|
| -
after taxation |
|
(1,212,850) |
(1,073,507) |
|
|
========== |
========== |
|
|
| NOTES
TO THE ACCOUNTS |
|
| FOR
THE YEAR ENDED 30TH JUNE, 1998 |
|
|
| 1.
THE COMPANY AND ITS OPERATIONS |
|
|
| The
Company was incorporated in Pakistan on 26th July, 1977 as Public |
|
| Company
and its shares are quoted on Lahore and Karachi Stock |
|
| Exchanges.
The Company is evaluating certain proposals for setting up |
|
| some
business undertaking. |
|
|
| 2.
SIGNIFICANT ACCOUNTING POLICIES |
|
|
| 2.1
Accounting Convention: |
|
| These
accounts have been prepared under the historical cost |
|
| convention. |
|
|
| 2.2
Taxation |
|
| Provision
for taxation is made on taxable income for the year if any, |
|
| after
taking into account tax rebates and brought forward losses. |
|
|
| 2.3
Tangible Fixed Assets and Depreciation |
|
| These
are stated at cost less accumulated depreciation except |
|
| freehold
land which is stated at cost. |
|
|
| Depreciation
is charged applying reducing balance method, at the |
|
| rates
stated in note (8), to write off the cost over estimated useful life |
|
| of
assets. No depreciation is charged on assets in the year of disposal |
|
| whereas
full years' depreciation is provided in the year of purchase. |
|
|
| Gain/loss
on disposal of fixed assets except land is taken to Profit |
|
| and
Loss Account. Minor improvements and modifications are |
|
| capitalised
and assets replaced, if any, are retired. |
|
|
| 2.4
Long Term Investments |
|
|
|
|
| Investments
purchased by the Company are stated at cost. |
|
| Investments
received as dividend are accounted for at face value. |
|
| Gain
on sale of investments is transferred to capital reserve. |
|
|
| 2.5
Foreign Currency Translation |
|
|
|
| Assets
and liabilities in foreign currencies are translated into Pak |
|
| Rupee
applying exchange rates ruling on the balance sheet date. |
|
| Exchange
gains/losses are taken to Profit and Loss Account. |
|
|
| 2.6
Revenue recognition |
|
| -
Return on deposits and rental income is accounted for on "Accrual |
|
| Basis". |
|
| -
Dividend income is accounted for on "Receipt Basis". |
|
|
|
|
1998 |
1997 |
|
| 3.
CAPITAL RESERVES |
|
Rupees |
Rupees |
|
|
| Gain
on sale of land: |
|
|
| Opening
balance |
|
4,148,331 |
4,148,331 |
|
| Add:
Transfer form appropriation account |
2,690,925 |
- |
|
|
|
|
|
6,839,256 |
4,148,331 |
|
| Gain
on sale of investments |
|
601,525 |
601,525 |
|
|
--------- |
--------- |
|
|
7,440,781 |
4,749,856 |
|
|
========== |
========== |
|
| 4.
SHARE APPLICATION MONEY |
|
|
| This
represents share money received by Pakpor Ceramics Limited whose |
|
| assets
and liabilities were taken over by the company during 1978. |
|
|
| 5.
ACCRUALS AND OTHER PAYABLES |
|
|
| Accrued
expenses |
|
120,888 |
112,187 |
|
| Due
to associated undertaking |
|
69,368 |
- |
|
| Income
tax deducted at source |
|
6,875 |
- |
|
|
---------- |
---------- |
|
|
197,131 |
112,187 |
|
|
========== |
========== |
|
| 6.
PROVISION FOR TAXATION |
|
|
| Opening
Balance |
|
744,130 |
704,130 |
|
| Provided
during the year |
|
80,000 |
40,000 |
|
|
---------- |
---------- |
|
|
824,130 |
744,130 |
|
|
========== |
========== |
|
|
|
|
| 6.1
Income tax assessments of the Company have been completed upto |
|
| the
Income year ended 30th June, 1995 (Assessment year 1995-96) |
|
|
| 6.2
Income Tax Department had filed before the High Court Reference |
|
| Application/Appeals
for the Assessment Years 1988-89 to 1990-91 on |
|
| the
question of Zakat. The Reference/Appeals are pending for |
|
| decision. |
|
|
| In
the opinion of the Management, all the Appeals and Reference |
|
| pending
before the High Court will be decided in Company's favour. |
