| Pioneer Cables Limited |
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| Annual
Report 1998 |
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| Contents |
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| Company
Profile |
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| Notice
of Meeting |
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| Chairman's
Review |
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| Directors'
Report |
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| Pattern
of Shareholdings |
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| 10
Years at a Glance |
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| Auditors'
Report |
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| Balance
Sheet |
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| Profit
and Loss Account |
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| Cash
Flow Statement |
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| Notes
to the Accounts |
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| Company
Profile |
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| Board
of Directors |
Mr. Said Ahmed (Chairman) |
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|
Mr. Rashid Zakaria Bawany
(Chief Executive) |
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|
Mr. Zakaria A. Bawany |
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Mrs. Mobina A. Dada |
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Mr. Zahid Zaheer |
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Mr. Arshad Mahmud
(Nominee of N.I.T.) |
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|
Ms. Aaliya K. Dossa
(Nominee of N.I.T.) |
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| Company
Secretary |
Mr. Asif A. Sattar |
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| Chief
Accountant |
Mr. Vali Muhammad A.
Rehman |
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| Legal
Adviser |
Mr. Muhammad Azizur
Rehman |
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Advocate |
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| Bankers |
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Bank Al-Habib Ltd. |
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Muslim Commercial Bank
Ltd. |
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Security Investment Bank
Ltd. |
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Bank AI-Falah Ltd, |
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Albaraka Islamic
Investment Bank Ltd. |
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| Auditors |
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Rahim Iqbal Rafiq &
Co. |
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Chartered Accountants |
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| Registered
Office |
27/3/1, Mauza Bairut, |
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Main RCD Highway, Hub
Chowki, |
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Distt. Lasbela,
Balochistan, |
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Phones: 0202-32360,
0202-33679 |
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Fax: 0202-32369 |
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| Head/Sales
Office |
1001-Uni Towers. |
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I.I. Chundrigar Road,
P.O. Box 6643, |
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Karachi- 74000, Pakistan. |
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Phones: 2416511-14,
2410553, 2413828 |
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Fax: (92-21) 2415815,
(92-21) 2411804 |
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E-Mail:
pioneer@bawany.com |
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WEBSITE:
http://www.bawany.com |
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| Lahore
Office |
24/25 Associated
Chambers. Patiala Ground, |
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Link Mcleod Road, Lahore. |
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Phones: (042) 7235741 -
43 |
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Fax: (042) 7235712 |
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| Islamabad
Office |
3rd Floor, Ally Plaza, |
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44 West Blue Area, |
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Islamabad. |
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Tel/Fax: (92-51) 822915 |
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Mobile: 0351-7356342 |
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| Notice
of Meeting |
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| Notice
is hereby given that the Eighteenth Annual General Meeting of the
Shareholders of |
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| Pioneer
Cables Limited will be held on Thursday the 17th December, 1998 at 12:30
p.m., at the |
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| liaison
office of the Company at Uni towers. 10th Floor, Room No, 1001, I.I,
Chundrigar Road, |
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| Karachi
to transact the following business; |
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| Ordinary
Business |
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| 1.
To confirm the minutes of Extra Ordinary General Meeting held on Tuesday the
12th May, |
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| 1998. |
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| 2.
To receive, consider and adopt the Statement of Accounts for the year ended
June 30, |
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| 1998
together with the Reports of the Directors and Auditors thereon. |
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| 3.
To appoint Auditors for the ensuing year, and to fix their remuneration,
Messrs. Rahim |
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| Iqbal
Rafiq & Co, Chartered Accountants retire and being eligible have offered |
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| themselves
for re-appointment. |
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| Special
Business |
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| 4.
To consider and, if thought fit to pass the following special resolution with
or without |
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| modification:- |
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| "Resolved
that the consent of the members of the Company be and is hereby accorded |
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| to
disinvest/sell 1,090,000 ordinary shares of Rs. 10/- each of M/s. Bawany
Metals Limited, |
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| an
associated undertaking @ Rs. 10,16 per share." |
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| 5.
To transact any other business which may legally be transacted at an Annual
General |
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| Meeting
with the permission of the Chair. |
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By Order of the Board |
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| Karachi:
November 14, 1998, |
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ASIF A. SATTAR |
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Company Secretary |
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| Notes: |
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| 1.
The Share Transfer Books of the Company will be closed from 10th December,
1998 to |
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| 17th
December, 1998 (both days inclusive). Transfers received in order at the
Shares |
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| Department
of the Company at Uni Towers. 10th Floor, Room No. 1001 I.I Chundrigar |
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| Road,
Karachi by close of business on 9th December, 1998 will be treated in time. |
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| 2.
A member entitled to attend and vote at the General Meeting is entitled to
appoint |
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| another
member as his/her proxy to attend and vote on his/her behalf. |
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| 3.
The instrument appointing a proxy, together with the power of attorney under
which it is |
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| signed
or a notarially certified copy thereof, should be deposited at the Liaison
Office/ |
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| Shares
Department of the Company not less than 48 hours before the time of holding
of |
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| the
meeting. |
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| 4.
The members are requested to advise the change in address, if any. |
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| STATEMENT
U/S 160(B) OF THE COMPANIES ORDINANCE, 1984 |
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| PERTAINING
TO THE SPECIAL BUSINESS |
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| The
Pioneer Cables Limited has invested an amount of Rs. 10,900,000/-in =
1,090,000= ordinary shares of |
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| Rs.
10/- each of Bawany Metals Limited, which is an associated undertaking. The
Shareholders in the |
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| Extra
Ordinary General Meeting held on 12th May, 1998 have passed Special
Resolution for disinvestment |
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| of
the Shares of Bawany Metals Limited at a price based on the report of an
independent valuer. In view |
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| of
the drastic reduction in the break-up value of the share between 31-12-97 and
30-06-98, the Board |
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| does
not consider it prudent to get independent valuation and in its meeting held
on 14-11-98 decided |
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| to
recommend to the Shareholders that 1,090,000 shares of Rs. 10/-each of Bawany
Metals Limited be |
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| disinvested
at a price of Rs. 10.16 per share being the break-up value of the share as at
31-12-97 as the |
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| Company
has received an offer from Pakistan Management & Services (Pvt) Ltd, an
associated |
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| undertaking
to buy these shares. |
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| Chairman's
Review |
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| Dear
Shareholders |
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| On
behalf of the Board of Directors. it gives me great pleasure to welcome you
to the meeting. |
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| The
18th Annual Report alongwith the audited accounts for the year ended 30th
June, 1998 is |
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| also
being presented. |
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| Board
of Directors: |
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| The
present Board of Directors was elected for a term of 3 years commencing from
22nd June. |
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| 1998,
Mr. Arshad Mahmud and Ms. Aaliya K. Dossa (nominees of NIT) have been elected
as |
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| new
Directors and I welcome them to the Board, I wish to record appreciation for
the services |
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| rendered
by the out going Directors Mr. Abdul Haiy Khan and Mr. Tariq N. Haq. |
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| The
founder of the Company Mr. Zakaria A. Bawany has stepped down from the office
of the |
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| Chief
Executive Mr. Rashid Z. Bawany has been appointed by your Board as Chief
Executive |
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| of
the Company in his place. for a period of three years. |
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| I
wish to place on record the outstanding services of Mr. Zakaria A. Bawany as
Chief Executive |
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| of
the Company and take pleasure in welcoming Mr. Rashid Z. Bawany as a new
Chief Executive |
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| of
the Company. |
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| Company's
Performance: |
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| The
year under review the market for your Company remained highly depressed and
uncertain |
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| mainly
due to the recession in the national economy. The weak financial position of
WAPDA |
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| and
KESC acted as a restraint on their operations and no new major orders were
awarded by |
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| them
during the year and this situation had an adverse impact on your Company's
operations. |
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| The
devaluation of Pak Rupee by nearly 13% was effected during last financial
year. The Pak |
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| Rupee
continued to remain under severe strain through out the year and as such, it
has |
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| drastically
increased the cost of imports. The year passed with insurmountable
difficulties owing |
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| to
devaluation of Pak Rupee. high energy cost and high lending rate of the
banks. It is against |
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| this
backdrop that the Company's performance has to be measured. |
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| The
Sales for the year dropped to an unsatisfactory level because of paucity of
orders |
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| emanating
from KESC and WAPDA. As such. the sales volume declined to Rs. 189.53 million |
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| compared
to Rs. 330.17 million of previous year reducing the turnover volume by 43%. |
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| The
proportionate increase in cost of sales has been registered due to massive
devaluation of |
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| Pak
Rupee and inflationary increase during 1997-98, As such, the gross profit
margin has reduced |
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| to
Rs. 1.04 million as against Rs. 31.54 million in the previous year. |
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| The
Selling Expenses have as far as possible been contained and reduced to Rs.
3.05 million as |
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| against
Rs. 7.01 million of corresponding year. Similarly. the Financial Charges have
been brought |
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| down
to Rs. 9.01 million compared to Rs. 22.05 million in last year. Your Company
made strenuous |
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| efforts
to control the inventories and to recover the trade debts which has improved
the cash |
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| flow
position by Rs. 14.37 million during the year. |
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| The
Company has ended in a loss of Rs. 22.71 million before tax, Over and above
these losses, |
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| a
provision has been made for the payment of Rs. 0.95 million to Government
Exchequer @ |
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| 0.5%
on turnover under section 80-D of the Income Tax Ordinance, 1979. This
unjustifiable and |
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| presumptive
levy has further worsened the results. However due to prior years' tax
refunds of |
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| Rs.
5.17 million, the loss after tax has reduced to Rs. 18.50 million. |
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|
| ISO
9002 Certification: |
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| It
gives me great pleasure to inform you that your Company has been awarded ISO
9002 |
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| Certification
for certain products during the year under review. This achievement
represents |
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| great
stride towards our quality management and higher commitment of our employees. |
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| Future
Prospects: |
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| The
prospects of the forthcoming year of your Company should be viewed in the
backdrop of |
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| Government
efforts for the revival of industrial sector of the Country. The reduced
activity of |
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| your
Company is a reflection of sluggish national economy. The incidence of high
taxes on |
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| the
end price particularly dual taxes in the form of Excise duty and Sales tax
continue to inhibit |
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| the
growth of the wire and cable industry. At the same time, higher taxation lure
the |
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| unscrupulous
manufacturers of substandard products in unorganised sectors to tax evasion, |
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| and
result in colossal losses in transmission of electricity on one hand and
unhealthy competition |
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| to
your Company's products on the other hand. |
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| The
national economic scenario deteriorated further after nuclear explosion in
May, 1998 |
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| followed
by economic sanctions as also withholding of financial support of IMF and
World |
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| Bank
and other international sources. The foreign currency reserve of the Country
dwindled to |
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| an
alarming level forcing the Government to take stringent measures like
disallowing imports |
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| on
official rate of exchange. The imports were however allowed on composite rate
of exchange |
|
| which
turned out to be a de facto devaluation of Pak Rupee further by nearly 15%. |
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| The
future prospects of your Company can only be ascribed as uncertain until the
economic |
|
| scenario
improves due to governmental efforts to check the recessionary trend of the
economy. |
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| The
economic scenario is presently dismal and could be improved if a bail out
package is |
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| successfully
concluded with IMF and World Bank. However, the Government is making |
|
| concerted
efforts to arrest the downslide in the economy. Under an improved scenario
and |
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| with
the dedicated efforts of the management team, your Company will hopefully be
able to |
|
| secure
more orders so as to increase the turnover as it has in-built strength to
overcome the |
|
| present
difficulties. |
|
|
| Employees
and Valued Customers: |
|
| I
wish to thank all employees for their contribution to the Company and also
our valued |
|
| customers
and banks for their confidence reposed in your Company. |
|
|
| Karachi:
November 14, 1998 |
|
Said Ahmed |
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|
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|
Chairman |
|
|
|
| Directors'
Report |
|
|
| Your
Directors are pleased to submit 18th Annual Report and 15th since the Company
was listed on the Stock |
|
| Exchange
of Pakistan, alongwith audited accounts for the year ended June 30, 1.998 and
the Auditors Report |
|
| thereon. |
|
|
| The
operating results of your Company are summarised below: |
|
|
|
|
|
June 30, |
June 30, |
|
|
|
|
1998 |
1997 |
|
|
|
|
Rupees |
Rupees |
|
|
|
|
| Loss
before taxation |
|
(24,210,817) |
(10,681,531) |
|
| Reversal
of provision for doubtful debts |
|
1,500,000 |
- |
|
| Taxation |
|
|
|
|
|
(954,082) |
(1,650,83]) |
|
|
|
|
|
| Prior
years' refunds |
|
5,168,000 |
- |
|
|
|
---------- |
---------- |
|
|
|
4,213,918 |
(1,650,831) |
|
|
|
|
|
|
| Loss
after taxation |
|
(18,496,899) |
(12,332,362) |
|
|
|
|
| Balance
brought forward from last year |
|
(11,670,993) |
661,369 |
|
|
|
|
|
| Unappropriated
balance carried forward |
|
(30,167,892) |
(11,670,993) |
|
|
| The
present Auditors M/s. Rahim Iqbal Rafiq & Co., Chartered Accountants
retire and offer themselves for re- |
|
| Appointment. |
|
|
| The
pattern of shareholdings is annexed. |
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|
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|
On behalf of the Board |
|
|
|
|
RASHID ZAKARIA BAWANY |
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| Karachi:
November 14, 1998 |
|
Chief Executive |
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|
|
| Pattern
of Shareholdings |
|
| As
At June 30, 1998 |
|
|
| No of |
|
Shareholding |
|
Total Shares |
|
| shareholders |
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|
held |
|
|
| 209 |
01 |
to |
100 |
5,357 |
|
| 267 |
101 |
to |
500 |
51,066 |
|
| 75 |
501 |
to |
1,000 |
49,362 |
|
| 125 |
1,001 |
to |
5,000 |
232,847 |
|
| 12 |
5,001 |
to |
10,000 |
76,479 |
|
| 4 |
10,001 |
to |
15,000 |
47,085 |
|
| 3 |
15,001 |
to |
20,000 |
51,857 |
|
| 1 |
20001 |
to |
25,000 |
23,650 |
|
| 2 |
25,001 |
to |
30,000 |
53,362 |
|
| 1 |
35,001 |
to |
40,000 |
35,561 |
|
| 2 |
55001 |
to |
60,000 |
117,942 |
|
| 2 |
60,001 |
to |
65,000 |
125,345 |
|
| 2 |
90001 |
to |
95,000 |
184,243 |
|
| 1 |
105,001 |
to |
110,000 |
106,048 |
|
| 1 |
110001 |
to |
115,000 |
112,821 |
|
| 2 |
130001 |
to |
135,000 |
264,804 |
|
| 1 |
145001 |
to |
150,000 |
147,661 |
|
| 1 |
155,001 |
to |
160,000 |
156,197 |
|
| 1 |
235,001 |
to |
240,000 |
237,988 |
|
| 1 |
375,001 |
to |
380,000 |
379,646 |
|
| 1 |
1,085,001 |
to |
1,090,000 |
1,088,179 |
|
| ---------- |
|
---------- |
|
| 714 |
|
3,547,500 |
|
| ========== |
|
========== |
|
|
| CATEGORIES
OF SHAREHOLDERS |
|
|
| S. No. |
Categories |
|
Number |
Shares held |
Percentage |
|
|
|
|
|
| 1 |
Individual |
|
696 |
1,434,525 |
4,043 |
|
| 2 |
Investment Companies |
|
3 |
59,053 |
167 |
|
| 3 |
Insurance Companies |
|
2 |
15,750 |
44 |
|
| 4 |
Joint Stock Companies |
|
5 |
27,157 |
77 |
|
| 5 |
Financial Institutions |
|
4 |
1,128,577 |
3,181 |
|
| 6 |
Associated Companies |
|
3 |
752,009 |
2,120 |
|
| 7 |
Charitable institutions |
|
1 |
130,429 |
368 |
|
|
|
---------- |
---------- |
---------- |
|
|
714 |
3,547,500 |
100.00 |
|
|
|
|
========== |
========== |
========== |
|
|
|
| 10
Years at a Glance |
|
|
|
|
|
|
|
|
(Rs. in '000') |
|
|
|
|
1997-98 |
1996-97 |
1995-96* |
1994 |
1993 |
1992 |
1991 |
1990 |
1989 |
1988 |
|
|
| Sales |
|
189,532 |
330,166 |
772,297 |
358,729 |
300,157 |
247,878 |
312,480 |
316,850 |
292,046 |
204,818 |
|
| Profit/(loss)
after tax |
(189,497) |
(12,332) |
15,269 |
10,709 |
6,026 |
2,737 |
11,027 |
12,089 |
10,226 |
9,844 |
|
|
--------------------------------------------------------------------------------------------------------------------------- |
| Tangible
fixed assets |
|
75,880 |
81,917 |
65,962 |
63,891 |
65,750 |
69,861 |
73,898 |
60,058 |
61,577 |
65,211 |
|
| Long
term investment/deposits |
11,324 |
11,324 |
11,314 |
11,304 |
11,233 |
11,219 |
11,251 |
2,553 |
2,513 |
320 |
|
| Working
capital |
|
2,925 |
17,199 |
47,132 |
42,824 |
35,886 |
35,791 |
32,606 |
50,596 |
47,818 |
45,968 |
|
|
|
|
--------------------------------------------------------------------------------------------------------------------------- |
| Net
assets employed |
|
90,129 |
110,440 |
124,408 |
118,019 |
112,869 |
116,871 |
117,755 |
113,207 |
111,908 |
111,509 |
|
|
|
--------------------------------------------------------------------------------------------------------------------------- |
| Issued
capital |
|
35,475 |
35,475 |
35,475 |
33,000 |
33,000 |
33,000 |
33,000 |
33,000 |
33,000 |
33,000 |
|
| Reserve
and retained earnings |
45,832 |
64,329 |
76,661 |
71,849 |
64,440 |
64,189 |
61,452 |
53,483 |
46,832 |
44,572 |
|
|
--------------------------------------------------------------------------------------------------------------------------- |
| Shareholders'
equity |
|
81,307 |
99,804 |
112,136 |
104,849 |
97,440 |
97,189 |
9,452 |
86,483 |
79,832 |
74,572 |
|
| Long
term loans |
|
- |
1,768 |
3,310 |
8,174 |
10,910 |
15,102 |
18,679 |
23,576 |
29,106 |
34,054 |
|
| Deferred
liabilities |
|
8,822 |
8,868 |
8,962 |
4,996 |
4,519 |
4,580 |
4,624 |
3,148 |
2,970 |
2,883 |
|
|
|
--------------------------------------------------------------------------------------------------------------------------- |
| Capital
employed |
|
90,129 |
110,440 |
124,408 |
118,019 |
112,869 |
116,871 |
117,755 |
113,207 |
111,908 |
111,509 |
|
|
|
=========================================================================================================================== |
|
|
|
|
|
| Financial
ratios |
|
| Current
assets: |
|
| Current
liabilities |
|
1.02:1 |
1.07:1 |
1.19:1 |
1.37:1 |
1.37:1 |
1.49:1 |
1.43:1 |
1.66:1 |
1.78:1 |
2.08:1 |
|
| Turnover:
Total assets |
|
0.75:1 |
0.96:1 |
2.08:1 |
1.53:1 |
1.42:1 |
1.31:1 |
1.61:1 |
1.67:1 |
1.68:1 |
1.33:1 |
|
| Long
term loans: Equity |
N.A. |
0.02:1 |
0.03:1 |
0.08:1 |
0.11:1 |
0.16:1 |
0.20:1 |
0.27:1 |
0.36:1 |
0.46:1 |
|
| Earning/share
after tax Rs |
N.A. |
N.A. |
4.30 |
3.25 |
1.83 |
0.83 |
3.34 |
3.66 |
3.10 |
3.28 |
|
| Net
earning/Rupee of sales Rs. |
N.A. |
N.A. |
0.02 |
0.03 |
0.02 |
0.01 |
0.04 |
0.04 |
0.04 |
0.05 |
|
| Break
up value/share Rs. |
22.92 |
28.13 |
31.61 |
31.77 |
29.53 |
29.45 |
28.62 |
26.21 |
24.19 |
24.86 |
|
| Net
return on equity % |
|
N.A. |
N.A. |
31.62 |
10.21 |
6.18 |
2.82 |
11.67 |
13.98 |
12.81 |
13.20 |
|
| Net
return on capital employed % |
N.A. |
N.A. |
12.27 |
9.07 |
5.34 |
2.34 |
9.36 |
10.68 |
9.14 |
8.83 |
|
| Net
return on total assets % |
N.A. |
N.A. |
4.11 |
4.56 |
2.86 |
1.44 |
5.68 |
6.38 |
5.90 |
6.38 |
|
| Cash
dividend/share % |
|
- |
- |
22.50 |
10.00 |
17.50 |
- |
17.50 |
17.50 |
15.00 |
- |
|
| Bonus
issue/share % |
|
- |
- |
- |
7.50 |
- |
- |
- |
- |
- |
10.00 |
|
|
| *
Figures are for eighteen months ended June 30, 1996. |
|
|
|
| Auditors'
Report To The Members |
|
|
| We
have audited the annexed Balance Sheet of PIONEER CABLES LIMITED as at June
30, 1998 |
|
| and
the related Profit and Loss Account and Statement of Changes in Financial
Position 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, investment 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 and Profit and Loss Account and the Statement of
Changes |
|
| in
Financial Position, 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,
1998; and of |
|
| the
loss and the changes in Financial Position for the year then ended; and |
|
|
| (d)
in our opinion, "No Zakat was deductible at source under the Zakat and
Ushr Ordinance, |
|
| 1980". |
|
|
| Without
qualifying our opinion, we draw attention to the diminution in long term
investment in |
|
| respect
of which no provision has been made in the accounts for the reason given in
the note |
|
| 10.1. |
|
|
|
|
|
RAHIM IQBAL RAFIQ & CO. |
|
| Karachi: |
|
|
Chartered Accountants |
|
| Date:
November 14, 1998 |
|
|
|
| Balance
Sheet |
|
| As
At June 30,1998 |
|
|
|
NOTE |
1998 |
1997 |
|
|
|
Rupees |
Rupees |
|
|
|
|
| SHARE
CAPITAL AND RESERVES |
|
|
|
|
|
| Authorized
Capital |
|
|
|
| 4,000,000
ordinary shares of Rs. 10/- each |
|
40,000,000 |
40,000,000 |
|
|
|
|
========== |
========== |
|
| Issued,
subscribed and paid up capital |
3 |
35,475,000 |
35,475,000 |
|
| General
reserve |
|
|
76,000,000 |
76,000,000 |
|
| Unappropriated
loss |
|
|
(30,167,892) |
(11,670,993) |
|
|
|
|
---------- |
---------- |
|
|
|
|
81,307,108 |
99,804,007 |
|
|
|
|
|
| LONG
TERM LOANS |
|
|
4 |
- |
1,767,632 |
|
|
|
|
| DEFERRED
LIABILITIES |
|
|
|
|
|
|
| Taxation |
|
|
8,500,000 |
8,500,000 |
|
| Staff
gratuity |
|
|
321,966 |
368,411 |
|
|
|
|
---------- |
---------- |
|
|
|
|
8,821,966 |
8,868,411 |
|
| CURRENT
LIABILITIES |
|
|
|
| Current
maturity of long term loans |
|
1,767,632 |
1,542,000 |
|
| Short
term finances |
|
5 |
86,351,893 |
101,468,131 |
|
| Creditors.
accrued and other liabilities |
6 |
74,922,799 |
127,698,094 |
|
| Taxation |
|
|
954,082 |
1,045,052 |
|
|
|
|
---------- |
---------- |
|
|
|
|
163,996,406 |
231,753,277 |
|
