| Pakistan Telephone Cables Limited |
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| Annual
Report 1998 |
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| CONTENTS |
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| BOARD
OF DIRECTORS |
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| NOTICE
OF MEETINGS |
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| REPORT
OF DIRECTORS |
|
| PATTERN
OF CATEGORIES OF SHAREHOLDERS |
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| AUDITOR'S
REPORT |
|
| BALANCE
SHEET |
|
|
| PROFIT
AND LOSS ACCOUNT |
|
| CASH
FLOW STATEMENT |
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|
| NOTES
TO THE ACCOUNTS |
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| BOARD
OF DIRECTORS |
MR. ABDUL AZIZ AL-RAEE
(Chairman) |
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|
MR. RAZA ABDUL AZIZ
AL-RAEE (Chief Executive) |
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|
MR. NISAR ABDUL AZIZ
AL-RAEE |
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|
MR. RIYADH ABDUL AZIZ
AL-RAEE |
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|
MR. EIJAZ ABDUL AZIZ
AL-RAEE |
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|
MR. AQEEL AHMED |
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|
MRS. RABIA BARKAT ALl |
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| SECRETARY |
|
MR. REYAZUL HODA |
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| AUDITORS |
|
RAHIM IQBAL RAFIQ AND
COMPANY |
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|
(Chartered Accountants) |
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| REGISTERED
OFFICE |
18th Mile RCD Highway, |
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|
27/3/2, Mouza Bairut,
Tehsil Hub, |
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District Lasbela, |
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Balochistan. |
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| LIAISON
OFFICE |
Room No. 107, 2nd Floor, |
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|
Elahi Centre, Preedy
Street, Saddar, |
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|
Karachi-74400. |
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| ADVISOR |
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MUSLIM SHAMIM & CO. |
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|
10, Noorani Building, |
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|
Campbell Steet Chamber, |
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Karachi. |
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| NOTICE
OF MEETING |
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| Notice
is hereby given the 15th Annual General Meeting of the Shareholders of
Pakistan Telephone Cables |
|
| Limited,
will be held at the Registered Office, at 18th Mile RCD Highway, 27/3/2, at
Mouza Bairut, Tehsil Hub, |
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| District
Lasbella, Balochistan on Saturday the 27th February, 1999 at 12.00 noon to
transact the |
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| following
business: |
|
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| 1.
To read & confirm the minutes of the 14th Annual General Meeting held on
Saturday the |
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| 27th
December, 1997. |
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|
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| 2.
To receive, consider and adopt the statement of accounts for the year ended
30th June, 1998, together with |
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| the
report of Director and Auditors thereon. |
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|
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| 3.
To appoint auditors for the year 1998-99 and to fix their remuneration. |
|
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| Special
Business: |
|
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| 4.
To consider and, if approved, pass the following resolution as a special
resolution: |
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| Resolved
that the authorised capital of the company be and is hereby increased from |
|
| Rs.
40.00 M (Rupees Forty Million) to Rs. 100.00 M (Rupees Hundred Million) and
clause No. 4 of the |
|
| Articles
of Association of the company be amended accordingly. |
|
|
| 6.
To transact any other business which may legally be transacted at an Annual
General Meeting. |
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|
sd/- |
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| Karachi,
Dated: 05th February, 1999 |
|
REYAZU/HODA |
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|
Company Secretary |
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| NOTICE: |
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| 1.
Share Transfer Books of the Company will remains closed from 19/02/99 to
27/02/99. |
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| (Both
days inclusive). |
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|
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| 2.
Shareholders are requested to communicate to the Company change, if any, in
their address. |
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|
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| 3.
The instrument of Proxy duly executed in accordance with Articles of
Association of the Company should |
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| be
lodged with the Company, at least 48 hours before the time of the meeting.
The Proxy must be a member |
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| of
the company. |
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|
|
|
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| 4.
Statement u/s 160(1)(b) of the Companies Ordinance, 1984: |
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| The
Authorised Capital of Pakistan Telephone Cables Ltd. is being increased from
Rs. 40 million to |
|
| Rs.
100.0 Million to enable the company to expand its capital base to facilitate
the issue of further capital |
|
| commensurate
with the company's business as the directors may deem necessary from time to
time. |
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|
|
| REPORT
OF DIRECTORS |
|
|
| Directors
are pleased to present their Annual Report together with the Company's
audited accounts for |
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| the
year ended 30th June 1998. |
|
|
| Financial
Results are drawn as follows: |
|
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| FINANCIAL
RESULTS: |
|
|
| - Net Profit for
the period ended 30th June '1998 |
Rs. 76,139,895/= |
|
| - Accumulated
Loss for the year ended 30th June '1997 |
Rs. 239,1 73,497/= |
|
| - Accumulated Loss carried
forwarded |
|
Rs. 163,033,602/= |
|
|
| The
Company after adjustment of Turn-over-tax and reversal of liabilities against
accrued Mark-up of |
|
| M/s.
PICIC has gained a net Profit of Rs. 76,139,895/= The net sale has been lower
by 22.53% as the net sale |
|
| revenue
recorded for 1998 for Rs. 42.745 million against the preceding year's sale of
Rs. 55.17 million. |
|
|
| This
year the percentage of Gross Profit has decreased by 18.70% against
proceeding year. The Rate of G.P. has |
|
| decreased
due to reduction in sale price, high Cost of Sales and effect of devaluation
of Pak Rupees by 14.046% |
|
| between
01-07-97 to 30-06-98 on the imported Raw Materials, thus lead the loss in
operation to |
|
| Rs.
4,697,040/= |
|
|
| COMPANY'S
OPERATION & PROSPECTS: |
|
|
| A.
Marketing: |
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|
|
|
|
| i)
The situation of Orders in hand till the date of this reporting are as under: |
|
|
| CONTRACT |
|
GROSS VALUE |
|
NET VALUE |
|
QTY. |
|
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| REF. |
|
OF CONTRACT |
|
EXCLUDING |
|
CABLE |
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FOR |
|
C.E.D. & S.T. |
|
KM |
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|
PERFORMANCE |
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|
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| 1)
Pur. 3-15/91PTcL |
Rs. 112,590,486.00 |
Rs. 89,004,357.00 |
583.80 |
|
|
| dated
12-08-92. |
|
|
| (NOTE: This order is not feasible any more as the cost of the material
to be supplied against a |
|
| Contracted
price of 1992 has gone up by over 100% for which we are approaching PTC's |
|
| authority
either to delete the supply of balance quantity or allow us price
escalation). |
|
|
| 2.
Pur. 8-5/96/1074 |
Rs. 30,802,219.00 |
Rs. 24,349,585.00 |
261.00 |
|
| dated
08-01-98. |
|
|
|
| ii)
A Bid against Tender No. 1089 is under final stage of award of Contract with
a tentative value of |
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| Rs.
450 million for production and supply of 410 KM cables of big pairs. Insha'
Allah we are sure to |
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| receive
the same. |
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|
|
|
|
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| iii)
Further Tenders are also under issue by M/s. PTCL's authority, which
evidences the further demand of |
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| the cable. |
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|
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| B.
Settlement With Financial Institutions: |
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| |
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| 1. PICIC: |
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|
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| The
management is pleased to disclose that the settlement with M/s. PICIC has
been made against the |
|
| agreed
package of Rs. 65.00 million. Only an small amount of Rs. 3.20 million
against CED & Mark-up |
|
| is
claimed by PICIC which is also under negotiation with them. |
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|
|
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| 2.
Bankers Equity: |
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|
|
| Negotiation
is going on to settle balance of principal amount of Rs. 2,146,500.00 for
each rest of the |
|
| three
Consortium Banks M/s. NBP, HBL and UBL. |
|
|
| Whereas,
pending suit with the Banking Tribunal since 1995 filed by BEL, the Company
has also availed |
|
| the
SBP's incentive Policy under circular Nos. 19 & 21 respectively, and
accordingly 10% down |
|
| payment
have also been made to these three Banks against Principal amount of Rs.
2,385,000.00 each. |
|
|
| C.
Capital Injection: |
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|
|
|
|
|
| Apart
from the accrued Mark-up of the current year for Rs. 2.000 million the
sponsor of the Company |
|
| has
this year too injected additional capital of Rs. 11.863 million. |
|
|
| D. General: |
|
|
|
| -
ISO 9002 Certification is under process, which is a condition of M/s.
Pakistan Telecommunication |
|
| Company Limited. |
|
|
| -
Compliance in respect of YEAR 2000 is not applicable to the Project as
neither the operation of Plant |
|
| is
integrated to the Computer nor the accounts are Computerised in the office. |
|
|
| -
Authorised Capital of the Company is going to raised from Rs. 40.00 million
to Rs. 100.00 million and |
|
| being
notified to the shareholders for seeking approval from them in the AGM. |
|
|
| -
The Company was able to keep the over-head cost under control despited of
devaluation in Pak Rupee |
|
| &
its impact on the cost of sale. |
|
|
| -
The extension of time for holding AGM by February 1999, was granted by
Corporate Law |
|
| Authority,
for better disclosure of Annual Reports against settled loan with M/s. PICIC
and others. |
|
|
| E.
Comments On Auditor's Report: |
|
|
| 1)
Auditors have qualified in their report that stock of work in process
includes Rs. 8.00 million, which |
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| could
not be physically verified by them. In this respect the management is fully
satisfied that the value |
|
| of
stock of work in process accounted for in the book under report is 100%
correct as the work in process |
|
| includes
processed cables in short length pieces alongwith the stocks available on
shop-floor in semi |
|
| process
in various shapes and stages. The short length pieces pieces are now
commercially salesable in |
|
| the
market and these short length cables are available in 100's of drums (wooden
reels) and lying in |
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| open
yard outside the shop-floor, part of which, is apparently omitted from the
list of the physical stock. |
|
| However,
the management is planning to appoint Auditor for a thorough physical stock
taking to make |
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| the
inventory update by eliminating chances of mistake. |
|
|
| 2.
Auditors also as usual again commented that the accounts have been prepared
on goin concern basis |
|
| explaining
the critical status of the accounts. Management this year too giving
assurance to the valuable |
|
| shareholders
that even default and sick nature of project the unit is in operation and
will Insha Allah |
|
| survive
and all the measures are under way to maintain Cash Flow, settle gradually
the long outstanding |
|
| debts
of various Financial Institutions, avail all efforts in marketing of the
product to the only buyer M/s. |
|
| Pakistan
Telecommunication Company Limited, also explore in the local market and
refrain by all means |
|
| for
closer of factory as it was happened in the past in the year 1989 to 1991. |
|
|
| Moreover,
to reduce financial cost against the finances taken on loan from associated
Company the |
|
| management
is planing to issue right share as well as to liquidate the long-term loan
from the book to |
|
| reduce
financial cost and to improve debt equity ratio of the Company. |
|
|
| F.
Staff Relation: |
|
| Relation
with staff remain co-ordial and the directors recognize the valuable
contribution made by |
|
| employees
at all level in the business. |
|
|
| G.
Pattern of Shareholders: |
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| The
pattern of shareholding and categories of share in terms of number and
percent are included in the |
|
| Annual
Report. |
|
|
| H.
Directors : |
|
| There
are no changes in the Board of Directors during the current year under the
report. |
|
|
| I.
Auditors. |
|
| The
present auditors M/s. Rahim Iqbal Rafiq & Company, Chartered Accountants,
retired and offers |
|
| themselves
for re-appointment. |
|
|
|
|
|
On behalf of the Board |
|
|
|
|
|
|
| Dated:
29th January, 1999 |
|
RAZA ABDUL AZIZ AL-RAEE |
|
|
|
Chief Executive |
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|
|
| PATTERN
OF SHAREHOLDINGS AS AT 30TH JUNE, 1998 |
|
|
| NUMBER OF |
|
SHAREHOLDINGS |
|
TOTAL |
|
| SHAREHOLDERS |
|
|
|
SHARES HELD |
|
|
| 5512 |
FROM |
1 |
TO |
100 |
551200 |
|
| 84 |
FROM |
101 |
TO |
500 |
29400 |
|
| 81 |
FROM |
501 |
TO |
1000 |
65500 |
|
| 126 |
FROM |
1001 |
TO |
5000 |
253500 |
|
| 7 |
FROM |
5001 |
TO |
10000 |
53000 |
|
| 1 |
FROM |
10001 |
TO |
15000 |
15000 |
|
| 1 |
FROM |
15001 |
TO |
20000 |
20000 |
|
| 1 |
FROM |
20001 |
TO |
25000 |
25000 |
|
| 1 |
FROM |
25001 |
TO |
30000 |
27500 |
|
| 1 |
FROM |
30001 |
TO |
35000 |
68000 |
|
| 1 |
FROM |
40001 |
TO |
45000 |
40700 |
|
| 1 |
FROM |
45001 |
TO |
50000 |
50000 |
|
| 1 |
FROM |
50001 |
TO |
55000 |
55000 |
|
| 5 |
FROM |
55001 |
TO |
60000 |
60000 |
|
| 1 |
FROM |
65001 |
TO |
70000 |
69000 |
|
| 1 |
FROM |
85001 |
TO |
90000 |
87900 |
|
| 1 |
FROM |
95001 |
TO |
100000 |
99000 |
|
| 1 |
FROM |
100001 |
TO |
125000 |
567500 |
|
| 1 |
FROM |
125001 |
TO |
130000 |
128300 |
|
| 1 |
FROM |
190001 |
TO |
195000 |
190600 |
|
| 1 |
FROM |
250001 |
TO |
255000 |
251000 |
|
| 1 |
FROM |
290001 |
TO |
295000 |
292900 |
|
| ---------- |
|
---------- |
|
| 5831 |
|
3000000 |
|
| ========== |
|
========== |
|
|
| CATEGORIES
OF SHARE HOLDERS |
|
| AS
AT 30TH JUNE, 1998 |
|
|
| CATEGORIES
OF |
|
NUMBER OF |
TOTAL |
PERCENTAGE |
|
|
| SHAREHOLDERS |
|
SHAREHOLDERS |
SHARES HELD |
(%) |
|
|
|
| Individuals |
|
5822 |
1731700 |
57.72 |
|
| Investment
Companies |
|
2 |
190700 |
636 |
|
| Joint
Stock Companies |
|
3 |
314900 |
10.50 |
|
| Financial
Institutions |
|
1 |
34000 |
1.13 |
|
| Associated
Companies |
|
3 |
728700 |
24.29 |
|
|
|
---------- |
---------- |
---------- |
|
|
|
5831 |
3000000 |
100.00 |
|
|
|
========== |
========== |
========== |
|
|
|
| AUDITOR'S
REPORT TO THE MEMBERS |
|
|
| We
have audited the annexed Balance Sheet of Pakistan Telephone Cables Limited
as at June 30,1998 and the |
|
| related
Profit and Loss Account and the Statement of Changes in Financial Position
(Cash Flow Statement), |
|
| together
with the notes forming part thereof, for the year then ended and we state
that we have obtained all the |
|
| informations
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: |
|
|
| 1.
Included in Work in process (stock-in-trade)are semi processed short lengths
cables valuing |
|
| Rs.8.00
million whose physical verification and valuation was not practically
possible and is |
|
| based
on management's representation. |
|
|
| a)
In our opinion, proper books of accounts have been kept by the Company as
required by the |
|
| Companies
Ordinance, 1984; |
|
|
|
| b)
in our opinion: |
|
|
| i)
the Balance Sheet and the 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 accounts and are further in accordance with the 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 during
the year were in |
|
| accordance
with the objects of the company. |
|
|
|
| c)
Except for the matter in para 1 above, 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. |
|
| Statement
of Changes in Financial Position (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 June |
|
| 30,1998
and of the profit 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 report, we draw attention to the fact that the Company
incurred continued operating losses |
|
| and
as at June 30,1998 its accumulated loss amounted to Rs.163,033,602/- (1997:
Rs. 239,173,407/-) which has |
|
| resulted
in net capital deficiency and the current liabilities have exceeded current
assets by Rs.121,031,973/- |
|
| (1997:
Rs.154,718,208/-) and further due to liquidity constraints, optimum capacity
utilization could not be |
|
| achieved.
The financial statements of the company have been prepared on a going concern
basis, the validity of |
|
| which
is dependent on the successful outcome of the matters stated in Note 27. |
|
|
| Karachi,
Dated: 29th January, 1999 |
|
RAHIM IQBAL RAFIQ & COMPANY |
|
|
|
|
Chartered Accountants |
|
|
|
| BALANCE
SHEET AS ON JUNE 30, 1998 |
|
|
|
|
NOTE |
1998 |
1997 |
|
|
|
|
Rupees |
Rupees |
|
| SHARE
CAPITAL |
|
|
|
| CAPITAL
AND RESERVES |
|
|
|
|
|
|
| Authorised |
|
|
|
|
|
|
| 4,000,000
ordinary shares |
|
40,000,000 |
40,000,000 |
|
| of
Rs.10/- each |
|
|
|
========== |
========== |
|
| Issued
subscribed and paid-up |
|
|
|
|
|
| 3,000,000
ordinary shares |
|
30,000,000 |
30,000,000 |
|
| of
Rs. 10/- each |
|
|
|
|
| Accumulated
loss |
|
(163,033,602) |
(239,173,497) |
|
|
|
---------- |
---------- |
|
|
|
(133,033,602) |
(209,173,497) |
|
| Surplus
on Revaluation of |
|
|
| Fixed
Assets |
|
3 |
34,581,267 |
- |
|
|
|
|
|
|
| REDEEMABLE
CAPITAL |
|
4 |
- |
- |
|
| LONG
TERM LOANS |
|
5 |
47,174,862 |
93,161,010 |
|
| DEFERRED
LIABILITY |
|
|
|
|
| Staff
gratuity |
|
|
971,653 |
887,036 |
|
|
|
|
|
|
|
| CURRENT
LIABILITIES |
|
|
|
|
| Short
term finances |
|
6 |
134,124,094 |
106,120,317 |
|
| Current
portion of long term liabilities |
7 |
6,439,500 |
29,540,000 |
|
| Creditors,
accrued and other liabilities |
8 |
54,450,675 |
106,011,893 |
|
| Book
overdraft |
|
|
9,000,000 |
- |
|
| Taxation |
|
|
739,323 |
288,050 |
|
|
|
|
---------- |
---------- |
|
|
|
|
|
204,753,592 |
241,960,260 |
|
| CONTINGENCIES &
COMMITMENTS |
9 |
|
|
|
|
---------- |
---------- |
|
|
|
|
154,447,772 |
126,834,809 |
|
|
|
|
========== |
========== |
|
|
|
|
| OPERATING
FIXED ASSETS |
|
10 |
70,597,853 |
39,464,457 |
|
|
|
|
|
| LONG
TERM SECURITY DEPOSITS |
|
|
128,300 |
128,300 |
|
|
|
|
|
|
| CURRENT
ASSETS |
|
|
|
|
|
|
|
|
| Stores
and spares |
|
11 |
527,603 |
383,478 |
|
| Stock
in trade |
|
12 |
70,396,569 |
67,749,216 |
|
| Trade
debts-Secured |
|
|
|
|
| considered
good |
|
|
|
209,004 |
11,682,335 |
|
|
|
|
|
| Short
Term Investment |
|
13 |
2,000,000 |
2,000,000 |
|
| Advances,
deposits, prepayments |
|
|
|
| and
other receivables |
|
14 |
10,395,495 |
4,686,461 |
|
| Cash
and bank balance |
|
15 |
192,948 |
740,562 |
|
|
|
|
---------- |
---------- |
|
|
|
|
83,721,619 |
87,242,052 |
|
|
|
|
---------- |
---------- |
|
|
|
|
154,447,772 |
126,834,809 |
|
|
|
|
========== |
========== |
|
| The
annexed notes form an integral part of these financial statements. |
|
|
|
RAZA ABDUL AZIZ AL-RAEE |
|
AQEEL AHMED |
|
|
|
CHIEF EXECUTIVE |
|
DIRECTOR |
|
|
|
|
|
|
|
|
| PROFIT
AND LOSS ACCOUNT |
|
| FOR
THE YEAR ENDED JUNE 30,1998 |
|
|
|
|
1998 |
1997 |
|
|
NOTE |
Rupees |
Rupees |
|
|
|
|
|
|
| Sales |
|
16 |
42,745,523 |
55,178,569 |
|
| Cost
of sales |
|
17 |
41,040,005 |
42,653,404 |
|
|
|
|
---------- |
---------- |
|
| Gross
profit |
|
|
1,705,518 |
12,525,165 |
|
|
|
|
|
| Operating
Expenses: |
|
|
|
|
| Selling
and distribution |
|
18 |
1,496,618 |
7,994,465 |
|
| Administration |
|
19 |
4,905,940 |
3,983,448 |
|
|
|
|
---------- |
---------- |
|
|
|
|
(6,402,558) |
(11,977,913) |
|
|
|
|
---------- |
---------- |
|
| Operating
(Loss)/profit |
|
|
(4,697,040) |
547,252 |
|
| Financial
charges |
|
20 |
(15,717,089) |
(7,704,918) |
|
|
|
|
---------- |
---------- |
|
|
|
|
(20,414,129) |
(7,157,666) |
|
| Other
income |
|
21 |
1,545,570 |
2,495,722 |
|
|
|
|
---------- |
---------- |
|
|
|
|
(18,868,559) |
(4,661,944) |
|
| Reversal
of liabilities |
|
22 |
95,747,777 |
- |
|
|
|
|
---------- |
---------- |
|
| Profit/(loss)
before taxation |
|
|
76,879,218 |
(4,661,944) |
|
| Provision
for taxation - minimum tax |
|
| - Current |
|
|
|
(739,000) |
(288,050) |
|
| - Prior |
|
|
|
(323) |
47,007 |
|
|
|
|
---------- |
---------- |
|
|
|
(739,323) |
(241,043) |
|
|
|
---------- |
---------- |
|
| Profit/(loss)
after taxation |
|
76,139,895 |
(4,902,987) |
|
| Accumulated
loss brought forward |
|
(239,173,497) |
(234,270,510) |
|
|
|
---------- |
---------- |
|
| Accumulated
loss carried forward |
|
(163,033,602) |
(239,173,497) |
|
|
|
|
========== |
========== |
|
|
| The
annexed notes form an integral part of these financial statements. |
|
|
|
|
|
RAZA ABDUL AZIZ AL-RAEE |
|
AQEEL AHMED |
|
|
CHIEF EXECUTIVE |
|
DIRECTOR |
|
|
|
|
| STATEMENT
OF CHANGES IN FINANCIAL POSITION (CASH FLOW STATEMENT) |
|
| FOR
THE PERIOD ENDED JUNE 30, 1998 |
|
|
|
|
|
|
1998 |
1997 |
|
|
|
|
|
Rupees |
Rupees |
|
|
|
|
| CASH
FLOWS FROM OPERATING ACTIVITIES |
|
|
| Profit/(loss)
before taxation |
|
|
76,879,218 |
(4,661,944) |
|
| Adjustment
for: |
|
|
|
|
|
| Depreciation |
|
|
|
3,924,111 |
4,385,250 |
|
| Financial
charges |
|
|
|
15,717,089 |
7,704,918 |
|
| Provision
for gratuity |
|
|
|
413,492 |
323,786 |
|
| Reversal
of loan and liabilities |
|
|
(95,747,777) |
- |
|
| (Gain)/Loss
on sale of fixed assets |
|
(42,076) |
(63,600) |
|
|
|
|
|
---------- |
---------- |
|
|
|
|
|
(75,735,161) |
12,350,354 |
|
|
|
|