| Colony Woollen Mills Limited |
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| Annual
Report 1998 |
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| BOARD
OF DIRECTORS |
MR. MUGHIS A. SHEIKH
(Chairman/Chief Executive) |
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|
MR. HUMAYUN NASEER SHAIKH |
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|
MR. NAVEED MUGHIS SHEIKH |
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MR. FAREED MUGHIS SHEIKH |
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|
MR. AHMED H. SHAIKH |
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|
MRS. FOZIA MUGHIS SHEIKH |
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|
SYED ABID HUSAIN |
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| AUDITORS |
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MAZHAR ALI KHAN & CO. |
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|
Chartered Accountants |
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| BANKERS |
|
MUSLIM COMMERCIAL BANK
LTD. |
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| LEGAL
ADVISER |
SYED ABDUL WAHEED,
Advocate |
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| REGISTERED
OFFICE |
Ismail Aiwan-i-Science |
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|
Shahrah-I-Jalauddin Roomi |
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|
Lahore- 5756751,5756801 |
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| NOTICE
OF MEETING |
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| NOTICE
is hereby given that the 45th annual general meeting of the member of Colony
Woollen |
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| Mils
Limited will be held Thursday, December 31, 1998, at 10.00 a.m at its
registered office to |
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| transact
the following business;- |
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| 1.
To confirm minutes of the 44th annual general meeting. |
|
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| 2.
To receive, consider and adopt the audited accounts for the year ended June
30, 1998 together |
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| with
the Directors' and Auditors' reports thereon (annexed). |
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| 3.
TO elect Directors. The Directors have fixed the number of Director to be
elected as seven. The |
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| retiring
Directors are (1) Mr. Mughis A. Sheikh, (2) Mr. Humayun Naseer Sheikh, |
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| (3)
Mr. Naveed Mughis Sheikh, (4) Mr. Fareed Mughis Sheikh, (5) Mr. Ahmad H.
Shaikh, |
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| (6)
Mrs. Fozia Mughis Sheikh and (7) Syed Abid Husain |
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| 4.
To appoint auditors for the year 1998-99 and to fix their remuneration. |
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| 5.
Any other business with the permission of the Chairman. |
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| A
member entitled to attend and vote at this meeting may appoint another member
as his proxy to |
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| attend
and vote. Then form of proxy is annexed, which duly completed, should reach
the registered |
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| office
of the Company at least 48 hours before the time of the meeting. |
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| Lahore |
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By order of the Board of
Directors |
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| December 08, 198 |
|
Muhammad Saeed |
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|
Secretary |
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| DIRECTORS
REPORT TO THE MEMBERS OF COLONY WOOLLEN MILLS LIMITED |
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| The
Directors present their 45th annual report to the member along with the
audited accounts and the auditors report thereon for the |
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| year
ended June 30, 1998, Which have been prepared on a going concern basis and
are reflective of the state of affairs of the Company. |
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| There
has been other income of Rs. 100,363 (profit on US$ Khushali Bachat Scheme).
The administrative expenses have been |
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| Rs.
207,991. The financial charges have been Rs. 609. This has resulted in a loss
of Rs. 108,237 during the year as against the |
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| preceding
year's loss of Rs. 120,818. After taking into account the accumulated loss of
Rs. 1,996,652 brought forward from the |
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| preceding
years, the net accumulated loss now stands at Rs.2,104,889, which is carried
forward. |
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| The
present Director, (1) Mr. Mughis A. Sheikh, (2) Mr. Humayun Naseer Sheikh,
(3) Mr. Naveed Mughis Sheikh, |
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| (4)
Mr. Fareed Mughis Sheikh, (5) Mr. Ahmad H. Shaikh, (6) Mrs. Fozia Mughis
Sheikh and (7) Syed Abid Husain are retiring on |
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| 31.12.1998.
The Board of Directors have fixed, under Section 178 of the Companies
Ordinance, 1984, the number of Directors to be |
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| elected
as seven. The retiring Directors have offered themselves for re-election as
Directors for the next three year w.e.f. 31.12.1998. |
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| The
auditors of the Company Messrs Mazhar Ali Khan & Co., Chartered
Accountant, will be retiring on the forthcoming annual |
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| general
meeting. However, they being eligible and having offered themselves for
re-appointment are recommended to be appointed as |
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| auditors
till the next annual general meeting for the audit of accounts for the year
ending June 30, 1999. |
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| The
information about the pattern of holding of the shares of your company in the
proscribed Form 34 is also annexed |
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| Lahore: |
|
For and on behalf of the
Board of Directors |
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| December 05, 1998 |
|
MUGHIS A. SHEIKH |
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|
Chairman |
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| AUDITORS REPORT TO THE MEMBERS |
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| We
have audited the annexed balance sheet of COLONY WOOLLEN MILLS LIMITED as at
30 June, 1998 and the related profit |
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| and
loss account and the cash flow statement together with the notes forming part
thereof, for the year then ended and we state that: |
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| These
account have been prepared on a going concern basis although the Company has
discontinued its operation since December, 1989. |
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| Subject
to the foregoing remarks and contents of note 6 and the extent to which these
may affect the annexed accounts, we have |
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| obtained
all the information and explanation which to the best of our knowledge and
belief were necessary for the purpose of our |
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| audit
and after due verification thereof, we report that: |
|
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| a)
In our opinion, proper books of account have been kept by the Company as
required by the Companies |
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| Ordinance,
1984~ |
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| b)
In our opinion: |
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| i)
the balance sheet and profit and loss account together with the notes thereon
have been drawn up in conformity with the |
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| Companies
Ordinance, 1984 and are in agreement with the books of account and are
further in accordance with |
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| accounting
policies consistently applied; |
|
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| ii)
the expenditure incurred during the year was for the purpose of the Company's
business; and |
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| iii)
the business conducted, investments made and the expenditure incurred during
the year were in accordance |
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| with
the objects of the Company; |
|
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| 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 the 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 |
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| affairs
as at 30 June, 1998 and of the loss and the cash flow statement for the year
then ended; and |
|
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| d)
In our opinion no zakat was deductible at source under the Zakat and Ushr
Ordinance, 1980. |
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| Lahore: |
|
MAZHAR ALI KHAN &
COMPANY |
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| December
05, 1998. |
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Chartered Accountants |
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| BALANCE
SHEET AS AT 30 JUNE, 1998 |
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|
1998 |
1997 |
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|
Note |
Rupees |
Rupees |
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| SHARE
CAPITAL AND RESERVES |
|
| Authorised
Capital |
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| 500,000
ordinary shares of Rs. 10 each |
|
5,000,000 |
5,000,000 |
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|
========== |
========== |
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| Issued
Capital |
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| 418,760
ordinary shares of Rs. 10 each |
|
4,187,600 |
4,187,600 |
|
|
========== |
========== |
|
| Subscribed
and Paid up Capital |
|
|
|
| 395,940
ordinary shares of Rs. 10 each |
3 |
3,959,400 |
3,959,400 |
|
| Accumulated
(loss) |
|
(2,104,889) |
(1,996,652) |
|
|
---------- |
---------- |
|
|
1,854,511 |
1,962,748 |
|
| CAPITAL
RESERVE |
|
4 |
2,149,929 |
2,149,929 |
|
|
| CURRENT
LIABILITIES |
|
| Accrued
Expenses |
|
5 |
56,963 |
105,091 |
|
| Unclaimed
dividend |
|
29,739 |
29,739 |
|
|
---------- |
---------- |
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|
86,702 |
134,830 |
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| CONTINGENCIES AND COMMITMENTS |
6 |
- |
- |
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|
---------- |
---------- |
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|
4,091,142 |
4,247,507 |
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|
========== |
========== |
|
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| SECURITY
DEPOSITS |
|
13,260 |
13,260 |
|
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| CURRENT
ASSETS |
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| Advances,
deposits and |
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| other
receivables |
|
7 |
1,720,279 |
1,630,279 |
|
| Cash
and bank balances |
8 |
2,357,603 |
2,603,968 |
|
|
---------- |
---------- |
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|
4,077,882 |
4,234,247 |
|
|
---------- |
---------- |
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|
4,091,142 |
4,247,507 |
|
|
========== |
========== |
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| The
annexed notes form an integral part of these accounts |
|
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|
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|
Mughis A. Sheikh |
|
Ahmed H. Shaikh |
|
|
Chief Executive |
|
Director |
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| PROFIT
AND LOSS ACCOUNT |
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| FOR
THE YEAR ENDED 30 JUNE, 1998 |
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|
1998 |
1997 |
|
|
Note |
Rupees |
Rupees |
|
|
| OTHER
INCOME |
|
9 |
100,363 |
67,313 |
|
| ADMINISTRATIVE
EXPENSES |
l0 |
(207,991) |
(188,036) |
|
| FINANCIAL
CHARGES |
|
11 |
(609) |
(95) |
|
|
---------- |
---------- |
|
| (LOSS)
FOR THE YEAR |
|
(108,237) |
(120,818) |
|
| ACCUMULATED
(LOSS) Brought Forward |
|
(1,996,652) |
(1,875,834) |
|
|
---------- |
---------- |
|
| ACCUMULATED
LOSS CARRIED TO BALANCE SHEET |
(2,104,889) |
(1,996,652) |
|
|
========== |
========== |
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| The
annexed notes form an integral part of these accounts |
|
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|
| CASH
FLOW STATEMENT |
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| FOR
THE YEAR ENDED 30 JUNE, 1998 |
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| CASH
FLOW FROM OPERATING ACTIVITIES |
|
|
| Operating
(loss) before working capital changes |
(108,237) |
(120,818) |
|
| (Increase)/Decrease
in trade and other receivables |
(90,000) |
(214,180) |
|
| Increase/(Decrease)
in trade payables |
|
(48,128) |
56,864 |
|
|
| Cash
generated from operations |
|
(246,365) |
(278,134) |
|
|
| CASH FLOW FROM INVESTING
ACTIVITIES |
|
-- |
-- |
|
|
---------- |
---------- |
|
| Net
increase/(decrease) in cash and cash equivalents |
(246,365) |
(278,134) |
|
| Cash
and cash equivalents at beginning of the year |
2,603,968 |
2,882,102 |
|
|
---------- |
---------- |
|
| Cash
and cash equivalents at the end of the year |
2,357,603 |
2,603,968 |
|
|
========== |
========== |
|
| Mughis
A. Sheikh |
|
Ahmed H. Shaikh |
|
| Chief
Executive |
|
Director |
|
|
|
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| NOTES
TO THE ACCOUNTS |
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| FOR
THE YEAR ENDED 30 JUNE, 1998 |
|
|
| 1. STATUS AND NATURE OF
BUSINESS |
|
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| The
Company was incorporated in 1951 as a Public Company and its shares are
quoted on Karachi Stock |
|
| Exchange
(Guarantee) Limited. The Company has closed down its plant since December
1989 due to obsolete |
|
| machinery
and operational losses. |
|
|
| 2.
SIGNIFICANT ACCOUNTING POLICIES |
|
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| 2.1
Accounting Convention |
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| These
accounts have been prepared under the historical cost convention. |
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| 2.2
Taxation |
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| Provision
for current taxation is made at the current rates of taxation on taxable
income for the year, if any. |
|
| Tax
credits and brought forward losses from previous years are recognized for
arriving at taxable income. |
|
|
| 3.
SUBSCRIBED AND PAID UP CAPITAL |
|
1998 |
1997 |
|
|
Rupees |
Rupees |
|
| 329,950
ordinary shares of Rs. 10 each - issued |
|
| for cash |
|
3,299,500 |
3,299,500 |
|
| 65,990
ordinary shares of Rs. 10 each - issued as |
|
| Bonus
Shares |
|
659,900 |
659,900 |
|
|
---------- |
---------- |
|
|
3,959,400 |
3,959,400 |
|
|
========== |
========== |
|
| 4.
CAPITAL RESERVE |
|
|
| This
represents: |
|
| 4.1
Assets replacement reserve appropriated |
|
| out
of profits for the year 1989-90 |
|
632,902 |
632,902 |
|
|
| 4.2
Gain on sale of land during 1993-94 |
1,517,027 |
1,517,027 |
|
|
---------- |
---------- |
|
|
2,149,929 |
2,149,929 |
|
|
========== |
========== |
|
| 5.
ACCRUED EXPENSES |
|
56,963 |
105,091 |
|
|
========== |
========== |
|
| 6.
CONTINGENCIES AND COMMITMENTS |
|
|
| 6.1
Punjab Employees Social Security Institution raised demand of Rs. 97,000
during 1981-82 on account of |
|
| outstanding
contribution which has been disputed by the Company and therefore not
accounted for in the |
|
| books.
However, ad hoc payment of Rs. 45,685 had been made against this demand. The
case is pending |
|
| with
the Lahore High Court. |
|
|
| 6.2
Excise and Land Customs Department had demanded Rs. 85,000 during 1987-88 on
account of Excise |
|
| duty
which has not been accepted by the Company. The appeal for waiver filed by
the Company is pending |
|
| with
the Excise authorities. |
|
|
| 7.
ADVANCES, DEPOSITS AND OTHER RECEIVABLES |
|
| These
are unsecured but considered good except for Rs. 19,727. |
|
|
| Advance
to employees |
|
1,500 |
1,500 |
|
| Tax
deducted at source / refundable |
|
17,611 |
17,611 |
|
| Advance
tax paid |
|
12,668 |
12,668 |
|
| Excise
duty claim |
|
18,227 |
18,227 |
|
| Others |
|
1,690,000 |
1,600,000 |
|
| Less:
Provision for doubtful Excise duty claim |
|
| and
staff advances |
|
(19,727) |
(19,727) |
|
|
---------- |
---------- |
|
|
1,720,279 |
1,630,279 |
|
|
|
========== |
========== |
|
|
|
1998 |
1997 |
|
| 8.
CASH AND BANK BALANCES |
|
Rupees |
Rupees |
|
|
| At
banks - on current accounts |
|
3,998 |
9,693 |
|
| -
on U.S.$ Deposit Account |
|
2,353,605 |
2,594,275 |
|
|
---------- |
---------- |
|
|
2,357,603 |
2,603,968 |
|
|
========== |
========== |
|
|
|
|
| 8.1
This represents balance of U.S. $ 66,367.77 (including profit credited by
bank U.S. $ 4,468.52) |
|
| incorporated
in the books at purchase cost of U.S. Dollars. Had this balance been convened
in Pak |
|
| Rupees
at year-end exchange rate of U.S. $1=Rs.46, the US$ Deposit Accounts balance
at the year-end |
|
| would
have been higher by Rs .699,312. |
|
|
| 9.
OTHER INCOME |
|
|
| Gain
on portfolio investment |
|
-- |
59,503 |
|
| Profit
on USD Khushali Bachat Scheme |
|
100,363 |
7,810 |
|
|
---------- |
---------- |
|
|
100,363 |
67,313 |
|
|
========== |
========== |
|
| 10.
ADMINISTRATIVE EXPENSES |
|
|
|
| Salaries,
wages and benefits |
|
78,353 |
55,248 |
|
| Communication |
|
14,136 |
18,308 |
|
| Fees |
|
2,407 |
420 |
|
| Balance
Sheet expenses |
|
22,638 |
22,630 |
|
| Miscellaneous |
|
195 |
4,679 |
|
| Legal
and professional charges (other than Auditors) |
25,262 |
24,251 |
|
| Joint
office expenses |
|
60,000 |
60,000 |
|
| Auditors'
remuneration: Audit fee |
|
5,000 |
2,500 |
|
|
---------- |
---------- |
|
|
207,991 |
188,036 |
|
|
========== |
========== |
|
| 11.
FINANCIAL CHARGES |
|
| Bank
charges |
|
609 |
95 |
|
|
|
========== |
========== |
|
|
|
|
|
| 12.
REMUNERATION OF DIRECTORS |
|
| The
Company has not paid any remuneration to its directors during 1997-98. |
|
|
| 13.
TAXATION |
|
|
| 13.1
Income Tax assessments of the Company have been finalized upto the accounting
year ended June 30, |
|
| 1995
(Assessment Year 1995-96). However, rectifications have been sought for the
mistakes apparent |
|
| from
record for the Assessment Years 1993-94 to 1995-96 and the effect of the
Appeal Order passed by the |
|
| I.T.A.T.
for the Assessment Years 1986-87, 1987-88 and 1988-89 is also yet to be
given. The carry forward |
|
| tax
losses determined by the Department upto the Assessment Year 1995-96
aggregate Rs.6,907,651, |
|
| which
would increase to Rs. 9,047,507 when the rectifications sought for are
accepted and the appeal |
|
| order
effect is given. The assessment for the Assessment Years 1996-97 and 1997-98
have not yet been |
|
| finalized. |
|
|
| 13.2
Deferred tax liability has not been accounted for as there would not be any
tax liability due to brought |
|
| forward
losses. |
|
|
| 14.
FIGURES |
|
|
|
| - in the
accounts are rounded off to the nearest rupee; |
|
| -
of previous year are rearranged wherever necessary for the purpose of
comparison. |
|
|
|
Mughis A. Sheikh |
|
|
Chief Executive |
|
|
Ahmed H. Shaikh |
|
|
Director |
|
|
|
| Form 34 |
|
| THE
COMPANIES ORDINANCE, 1984 |
|
| (Section
236) |
|
| PATTERN
OF HOLDING OF THE SHARES HELD BY THE SHAREHOLDERS |
|
| OF
COLONY WOOLLEN MILLS LIMITED, AS AT 30 JUNE, 1998 |
|
|
| Number of |
|
Total |
|
| Shareholders |
S h a r e h o 1 d i n g s |
|
Shares held |
|
|
| 526 |
from |
1 |
to |
100 |
shares |
17,696 |
|
| 176 |
from |
101 |
to |
500 |
shares |
40,993 |
|
| 46 |
from |
501 |
to |
1,000 |
shares |
32,070 |
|
| 26 |
from |
1,001 |
to |
5,000 |
shares |
57,765 |
|
| 2 |
from |
5,001 |
to |
10,000 |
shares |
15,196 |
|
| 4 |
from |
10,001 |
to |
15,009 |
shares |
53,614 |
|
| 1 |
from |
15,001 |
to |
20,000 |
shares |
39,000 |
|
| 2 |
from |
20,001 |
to |
25,000 |
shares |
21,196 |
|
| 1 |
from |
45,001 |
to |
50,000 |
shares |
45,800 |
|
| 1 |
from |
70,001 |
to |
75,000 |
shams |
72,610 |
|
| ---------- |
|
---------- |
|
| 785 |
|
395,940 |
|
| ========== |
|
========== |
|
|
|
|
|
|
|
|
|
| Categories
of |
|
No. of |
|
|
| Shareholders |
|
Shareholders |
Shares held |
Percentage |
|
|
|
| Individuals |
|
768 |
292,344 |
73.835 |
|
| Investment
Company |
|
1 |
4,388 |
1.108 |
|
| Insurance
Companies |
|
2 |
5,880 |
1.485 |
|
| Joint
Stock Companies |
|
10 |
88,442 |
22.337 |
|
| Financial
Institutions |
3 |
4,586 |
1.158 |
|
| Others: |
|
|
|
| Government
of Pakistan: |
|
|
|
| Abandoned
Property |
|
1 |
300 |
0.757 |
|
|
---------- |
---------- |
---------- |
|
|
785 |
395,940 |
100.000 |
|
|
========== |
========== |
========== |
|
|
|
|
| Mughis
A. Sheikh |
|
Ahmed H. Shaikh |
|
| Chief
Executive |
|
Director |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
