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Thal Jute Mills Limited
Annual Report 1997-98
CONTENTS
Board of Directors
Notice of Annual General Meeting
Directors' Report
Pattern of Shareholdings
Auditors' Report
Balance Sheet 
Profit & Loss Account
Statement of Changes in Financial Position
Notes to the Accounts
BOARD OF DIRECTORS:
Rafiq M. Habib Chairman
Ali S. Habib
Mohamedali R. Habib
Mazhar Valjee Chief Executive
Sohail P. Ahmed
Nasim Beg N.I.T. Nominee
Behram Hasan I.C.P. Nominee
AUDITORS:
Hyder Bhimji & Co.
Chartered Accountants
REGISTERED OFFICE:
5th Floor, AI-Manzoor Building,
I.I. Chundrigar Road,
Karachi.
MILLS:
Jute Operation:
UNIT- 1
D. G. Khan Road,
Muzaffargarh.
Auto Airconditioners Plant:
UNIT - 2
Korangi, Karachi.
NOTICE OF MEETING
NOTICE is hereby given that the thirty-second Annual General Meeting of the Shareholders of the
Company will be held at the Auditorium of The Institute of Chartered Accountants of Pakistan, G-31/8,
Kehkashan, Clifton, Karachi on Thursday, November 26, 1998 at 10.00 A.M. to transact the following
business:-
ORDINARY BUSINESS:
1. To receive and adopt the Audited Accounts for the year ended June 30, 1998 together with the
Directors' and Auditors' Reports thereon.
2. To elect Directors in accordance with the provisions of section 178 of the Companies Ordinance
1984 for a period of three years commencing from January 31, 1999. The retiring Directors are
Messers Rafiq M. Habib, Ali S. Habib, Mohamedali R. Habib, Mazhar Valjee, Sohail R Ahmed,
Nasim Beg & Behram Hasan.
3. To approve payment of 15% final cash dividend making a total of 35% for the financial year
ended June 30, 1998 as recommended by the Board of Directors.
4. To appoint Auditors for the year 1998-99 and to fix their remuneration.
SPECIAL BUSINESS:
5. To approve the remuneration of (i) Chief Executive and (ii) Director.
6. To consider and approve a new object clause in memorandum of association to cover further
expansion of the Engineering Operations in the automobile sector.
A Statement under Section 160(1)(b) of the Companies Ordinance 1984 pertaining to the Special
Business is being sent to the Shareholders alongwith this Notice.
NOTES:
i) The Share Transfer Books of the Company will remain closed from Thursday, November 19,
1998 to Thursday, November 26, 1998 (both days inclusive). Shares may be lodged for transfer
with our Registrar M/s. Noble Computer Services (Pvt.) Limited, 2nd Floor, AI-Manzoor Building,
I.I. Chundrigar Road, Karachi. The Shareholders are advised to notify the Registrar of any
change in their addresses.
ii) A member entitled to attend and vote at this meeting may appoint another member as his/her
proxy to attend and vote for him/her. Proxies in order to be effective must be received at the
Registered Office of the Company not less than 48 hours before the time of holding the
meeting. A proxy must be a member of the Company.
STATEMENT UNDER SECTION 160 (1) (b)
OF THE COMPANIES ORDINANCE, 1984
a) The approval of the Shareholders of the Company will be sought of the remuneration payable to
Chief Executive and Director of the Company in accordance with their terms and conditions of
service and if thought proper, to pass the following Resolution as Ordinary Resolution.
"RESOLVED that the Company be and hereby approves and authorises the payment of
remuneration to (1) Mr. Mazhar Valjee, Chief Executive and (2) Mr. Sohail R Ahmed, Director of a
total sum not exceeding Rupees five million per annum exclusive of the perquisites and
retirement benefits which are admissible under the Company's Rules to Senior Executives for a
period of three years commencing from January 31 1999."
b) A new object clause is proposed to be added to cover further expansion of the Engineering
Operations in the automobile sector as stated in item 6 of the AGM Notice and to consider and
pass with or without modification, the following Special Resolution:
RESOLVED that a new object clause 10-A be added at the end of object clause 10 of the
Memorandum of Association of the Company to read as follows:
10A. "To erect, setup, maintain, construct, establish, own and manage an undertaking for the
business of designing, development, manufacturing, marketing and sale, inter alia of
cars, trucks, buses and other commercial, industrial and specialised vehicles including
tractors, trailers, two, three and multi wheeled vehicles, their spare parts and accessories,
and in connection therewith carry on research, development and engineering work, and
develop techniques of manufacturing of items and toolings, methods of quality control
and other technical information relating to the manufacture, assembly, distribution,
marketing and sale of such vehicles, parts and accessories and such project to include all
such facilities, plant and other auxiliaries necessary to meet the main object of the
Company".
THIRTY-SECOND REPORT OF THE DIRECTORS
FOR THE YEAR ENDED JUNE 30, 1998.
The Shareholders,
The Directors are pleased to place before you the annual report of the Operations of the Company (Jute and Engineering
Divisions), with the audited accounts for the year ended June 30, 1998. The consolidated financial results were · -
1998 1997
Rs. 000's Rs. 000's
Net profit before taxation 108,418 6,521
Provision for taxation  (35,645) (3,858)
--------------- ---------------
Net profit after taxation  72,773 2,663
========== ==========
Appropriations:
Interim Dividend @ Rs. 1.00 per share 13,913 --
Proposed Final Dividend @ Rs. 0.75 per share 10,435 --
Transfer to General Reserve  48,760 --
The earnings per share after tax was Rs. 5.23 against Rs. 0.19 of last year.
The sales turnover of the Company was shy of a billion rupees at Rs. 999 million during the year under review against
Rs. 771 million of last year, registering an increase of Rs. 228 million that is 30%. The GP improved to Rs. 148 million for
the year under review from Rs. 68 million of last year. The net profit before tax for the year was a handsome Rs. 108
million opposed to Rs. 6 million in the previous financial year. The profitability improved as a result of a several key
factors having simultaneously turned favorable ·
* Government of Pakistan, in the year, not only imported double its normal requirement of wheat but also started
very early in the year. This resulted in higher and regular demand for jute sacks that facilitated:
1. Your management in going long in its purchases of raw jute, availing of the depressed prices of the fiber in the
international markets. India and Bangladesh harvested larger than usual crops of raw jute in 1997-98.
2. Improvement in market share by increasing production of jute sacks.
3. Reduction in financial and other carrying costs.
* Higher demand for auto airconditioners improved turnover of the Engineering division.
JUTE OPERATIONS:
Sales Turnover:
The sales turnover for the year under review was Rs. 689 million as against Rs. 526 million in the previous financial year
i.e. an increase of Rs. 163 million or 31%.
Production:
The production for the year under review was 18,263 tons against 14,513 tons in the previous year thus reflecting an
increase of 3,750 tons or 26% over the previous year. Increase in output was possible as a result of refurbishment and             ~
renovation of plant and machinery and due to various measures adopted to improve productivity of the plant and the
workforce. The exercise of improving and refurbishing, as stated in last year's report, was initiated in 1996-97 and is             ~;~:~;~
progressing well.   
Cost of Manufacture:
The cost of raw jute registered a decrease of Rs. 18 million from Rs. 301 million (for 14,513 tons production) to Rs. 283             ~
million (for 18,263 tons). Your management was able to take full advantage of the depressed prices in the international
market, by making timely and efficient purchase of raw jute.
The salaries, wages and benefits showed an increase from Rs. 114 million to Rs. 169 million due to the increase of 3,750
tons in production. Also the Company paid higher production and attendance incentives and additional productivity
bonus to the workers.
The repairs and maintenance of plant & machinery showed an increase from Rs. 21 million to Rs. 36 million due to
renovation and refurbishment (revamping) of plant and machinery.
Administration & Selling Expenses:
Administrative & selling expenses showed a marked increase of Rs. 5 million due to payment of retirement benefits to
executives, review of salary of staff and additional bonus to officers and staff.
Utilities were higher due to payment of conservancy charges. Communications and travel cost were higher due to
enhanced marketing efforts.
ENGINEERING OPERATIONS:
Sales Turnover:
The sales turnover improved from Rs. 244 million to Rs. 309 million an increase of Rs. 65 million or 2G percent. The
number of auto airconditioners sold during the year were 10,807 against 7,864 sold in the previous financial year.
Cost of Manufacture:
The cost of raw material increased from Rs. 195 million to Rs. 232 million due to increased number of airconditioners
manufactured during the year. The salaries & wages increased marginally. Stores & spares and repairs & maintenance
increased substantially due to installation and coming on stream of tube making plant and clutch compressor assembly
equipment and some initial hiccups. Fuel & power showed a reduction of Rs. 1 million due to reduction in fixed charges.
Depreciation witnessed an increase from Rs. 3 million to Rs. 7 million due to additions to plant and machinery and jigs
and fixtures.
Administration & Selling Expenses:
The administration and selling expenses have registered a marginal increase due induction of personnel in the Sales
Department and due to the revision of salaries.
CONSOLIDATED FINANCIAL EXPENSES/OTHER INCOME:
Financial expenses reduced from Rs. 23 million to Rs. 11 million that is over 52% reduction mainly due to better financial
management of the improved cash flow.
OTHER INCOME:
Other income for the year under review accrued on account of profit on short-term investments, income from rental of
property, dividend on investments and sale of fixed assets.
LAND & BUILDING UNIT III:
The Unit III land and factory building at Korangi, Karachi remained unsold despite efforts by the Management.
FUTURE PLANS & PROSPECTS:
Jute Division
Outlook for the current year is not bright for reasons listed below ·
1. There is a decline in the demand for jute sacks, while output of the industry has increased over the previous years.
Estimates for import of wheat by the Government and the private sector are varying, but are much less than the year
under review.
2. International prices of Raw Jute have registered an increase due to unprecedented floods in Bangladesh and a
smaller jute crop in India. Depreciation of the Pak Rupee against the US Dollar will also create adverse impact on
raw material cost.
3. Cash flow will be adversely affected this year as buyers are placing orders only for their bare minimum demand.
The requirement of the State Bank to deposit 30% cash margin against Letters of Credit has enhanced need for
borrowings. Both these factors will result in higher financial and carrying costs.
4. Imports of raw material are dependent on the regular availability of foreign exchange which, at present, appears
uncertain.
Engineering Division:
Based on experience of selling 7,844 units in 1996-97 and then 10,807 units of air conditioners in 1997-98 the
Engineering Division has budgeted to sell 13,000 units in 1998-99. Sales are, however, dependent on the auto market,
which has lately started to record reduced bookings due to deteriorating economic conditions in the Country.
The recent strengthening of the Japanese Yen and expected devaluation of the Pak Rupee will affect the cost of car
airconditioners adversely and may result in the erosion of the profitability of the Division. As stated earlier availability of
Foreign Exchange in the later part of the year is also uncertain at present.
DIRECTORS:
The present Directors shall stand retired on January 30, 1999 and elections shall be held as per the provisions of section
178 of the Companies Ordinance 1984. The Board of Directors welcomes Mr. Nasim Beg on the Board as nominee of
NIT and wishes to acknowledge valuable contribution made by retiring nominee Director of NIT Mr. A. K. M. Sayeed.
YEAR 2000 COMPLIANCE OF COMPUTER SYSTEM:
The financial accounts of the Company were being maintained on IBM AS 400 system using BPCS software. The
software not being Y2K compliant the Company has commenced migration of financial accounts to a Y2K compliant PC
based software. The two systems will run parallel for a few months to ensure smooth shift-over. Accounts of the Thal
Engineering Division are already being maintained on PC using Y2K Compliant software.
AUDITORS:
The present auditors of the Company Messers Hyder Bhimji and Co., Chattered Accountants retire and being eligible
offer themselves for re-appointment.
PATTERN OF SHAREHOLDINGS:
The pattern of shareholdings as at June 30, 1998 is attached to this report.                                                     ~
APPRECIATION:
The Board places on record its appreciation of the hard and diligent work put in by the workers, staff and executives of
the Company and the wonderful working environment that prevails in both the Divisions of the Company.
PATTERN OF SHAREHOLDINGS AS ON JUNE 30, 1998
Number of Size of Shareholdings Total
Shareholders Rs. 5/- Each Shares Held
1,438 1 -- 100 55,032
1,300 101 -- 500 322,759
398 501 -- 1,000 292,298
408 1,001 -- 5,000 844,404
40 5,001 -- 10,000 285,527
11 10,001 -- 15,000 134,786
12 15,001 -- 20,000 210,787
5 20,001 -- 25,000 114,790
2 25,001 -- 30,000 57,052
1 30,001 -- 35,000 30,434
1 35,001 -- 40,000 38,445
1 40,001 -- 45,000 42,500
2 45,001 -- 50,000 97,592
4 50,001 -- 55,000 216,332
2 55,001 -- 60,000 116,411
2 65,001 -- 70,000 132,300
1 70,001 -- 75,000 74,300
2 75,001 -- 80,000 155,000
1 80,001 -- 85,000 80,500
2 100,001 -- 105,000 206,000
1 105,001 -- 110,000 107,000
1 110,001 -- 115,000 112,000
1 120,001 -- 125,000 123,830
1 135,001 -- 140,000 137,500
1 140,001 -- 145,000 140,921
2 145,001 -- 150,000 294,644
1 150,001 -- 155,000 155,000
1 155,001 -- 160,000 157,559
2 160,001 -- 165,000 326,979
1 165,001 -- 170,000 169,811
1 170,001 -- 175,000 174,979
1 175,001 -- 180,000 175,760
1 180,001 -- 185,000 180,593
1 185,001 -- 190,000 186,116
2 190,001 -- 195,000 380,466
1 205,001 -- 210,000 208,976
1 210,001 -- 215,000 213,500
1 245,001 -- 250,000 250,000
1 260,001 -- 265,000 263,741
1 295,001 -- 300,000 300,000
1 300,001 -- 305,000 301,871
1 365,001 -- 370,000 369,118
1 465,001 -- 470,000 466,478
1 710,001 -- 715,000 712,472
1 840,001 -- 845,000 842,447
4 910,001 -- 915,000 3,654,265
-------------------------------------------------------------------------------------------------
3,665 TOTAL 13,913,265
=============================================================
Categories of Shareholders Number Shares Held Percentage %
1. Individuals 3,605 6,246,700 44.90
2. Investment Companies 5 372,946 2.68
3. Insurance Companies 7 833,512 5.99
4. Joint Stock Companies 16 363,893 2.62
5. Financial Institutions 7 746,590 5.37
6. Modaraba Companies 5 9,069 0.07
7. Foreign Investors 6 4,063,406 29.21
8. Co-operative Societies 4 74,603 0.54
9. Charitable Trusts 7 169,737 1.22
10. Others 3 1,032,819 7.42
----------------------------------------------------------
TOTAL 3,665 13,913,275 100.00
====================================
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed Balance Sheet of THAL JUTE MILES LIMITED, as at June 30, 1998 and
the related Profit and Loss Account for the year then ended 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 information and explanations which to the best of our knowledge and
belief were necessary for the purpose 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 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 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 (Cash Flows) for the year then ended; and
d) in our opinion, Zakat deductible at source, under Zakat and Ushr Ordinance, 1980 was deducted
by the Company under the Central Zakat Fund established under section 7 of that Ordinance.
HYDER BHIMJI & CO.
Chartered Accountants
Karachi: October 21, 1998.
BALANCE SHEET AS AT JUNE 30, 1998
1998 1997
Rs. 000's Rs. 000's
SHARE CAPITAL:
Authorised
20,000,000 Ordinary Shares of Rs. 5/- each 100,000 100,000
========== ==========
Issued, Subscribed and Paid-up 3 69,566 69,566
Reserves 4 130,000 81,240
Unappropriated Profit 2,351 2,686
201,917 153,492
DEFERRED LIABILITIES 5 23,398 20,166
CURRENT LIABILITIES
Short Term Borrowings 6 17,561 136,822
Creditors, Accrued and Other Liabilities 7 215,596 140,384
Taxation 38,096 4,911
Proposed Dividend 10,435 --
--------------- ---------------
281,688 282,117
CONTINGENCIES & COMMITMENTS 8 --------------- ---------------
507,003 455,775
========== ==========
TANGIBLE FIXED ASSETS:
Operating Assets 9 103,403 100,585
Capital Work-in-Progress 10 82 13,576
--------------- ---------------
103,485 114,161
LONG TERM INVESTMENTS 11 23,854 23,854
LONG TERM LOANS, ADVANCES
AND DEPOSITS 12 1,675 1,092
CURRENT ASSETS:
Stores, Spares and Loose Tools 13 31,334 35,773
Stock-in-Trade 14 130,561 188,554
Trade Debts (Unsecured Considered Good) 71,385 57,388
Shod Term Investments 15 85,438 --
Advances, Deposits, Prepayments
and Other Receivables 16 36,192 33,671
Cash and Bank Balances 17 23,079 1,282
--------------- ---------------
377,989 316,668
--------------- ---------------
507,003 455,775
========== ==========
Note: The annexed notes form an integral pad of these financial statements