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Baluchistan Wheels Limited
Annual Report 2000
Corporate Mission
To produce Automotive Wheels and allied products of International Quality
standard of ISO 9002 and contribute towards national economy by import
substitution, exports, taxation, employment and consistently compensate the
stake holders through stable returns.
Contents
Corporate Information
Notice of Meeting
Chairman's Review
Directors' Report to the Shareholders
Auditors' Report to the Members
Balance Sheet
Profit & Loss Account
Cash Flow Statement
Statement of Changes in Financial Position
Notes to the Accounts
Five-Years at a Glance
Pattern of Shareholdings
Corporate Information
Board of Directors
Mr. Muhammad Siddique Memon
Chairman
Mr. Razak Haji Mohammed Bengali
Chief Executive
Mr. Muhammed Irfan Ghani
Chief Operating Officer
Mr. Sikandar Mustafa Khan
Mr. Istaqbal Mehdi
Mr. J.M. Pereira
Mr. Mohammed Khalid Ali
COMPANY SECRETARY
Mr. Irfan Ahmed Qureshi
AUDITORS
Sidat Hyder Qamar & Co.
(Chartered Accountants)
LEGAL ADVISOR
Mohsin Tayebaly & Company
BANKERS
Union Bank Limited
Habib Bank Limited
Gulf Commercial Bank Ltd.
National Bank of Pakistan
Bank of Khyber
SHARES DEPARTMENT & HEAD OFFICE
1st Floor, State Life Building # 3,
Dr. Ziauddin Ahmed Road, Karachi.
E-mail: bwheels@khi.compol.com
Website: http.//www.bwheels.com
Telephone # 5689259, 5683474, 5687502
Fax # 5684003
FACTORY & REGISTERED OFFICE
Main RCD Highway, Hub Chowki,
Lasbella, Baluchistan.
Telephone # (0202) 32496, 32497, 32498
Fax # (0202) 33035
Notice of the Meeting
NOTICE IS HEREBY GIVEN that the Twentieth Annual General Meeting of the Company will be held at
the company's Registered office, Main RCD Highway, Hub Chowki, District Lasbella, Baluchistan, on Saturday,
December 16, 2000 at 09:00 a.m. to transact the following business:-
1. To confirm the minutes of the 19th Annual General Meeting held on November 27, 1999.
2. To receive, consider and adopt the audited accounts for the year ended June 30, 2000 together with the
Directors' and Auditors' reports thereon.
3. To approve dividend (Directors have recommended Final dividend @ 17.5% in addition to interim dividend
already paid @ 15% thus making the total dividend of 32.5% for the year ended June 30, 2000.)
4. To appoint Auditors for the year ending June 30, 2001 and to fix their remuneration.
SPECIAL BUSINESS:
5. To consider, ratify and approve the remuneration of the Chairman, Chief Executive and full time working
Director.
6. Any other Business with the permission of the Chair.
By Order of the Board
IRFAN AHMED QURESHI
Company Secretary
NOTES:
1) The Share Transfer Books of the Company will remain closed from December 09, 2000 to December 16, 2000 (both days
inclusive)
2. A member entitled to attend and vote at the General Meeting may appoint another member as his/her proxy to attend the
meeting and vote instead oŁ him/her, Proxies in order to be effective must be received by the company not less that 48 hours
before the meeting.
3. Shareholders are advised to immediately notify of any change in their addresses to our Shares Department, 1st floor, State Life
Building No. 3, Dr. Ziauddin Ahmed Road, Karachi.
CDC Account holders will further have to follow the under mentioned guidelines as laid down in Circular 1 dated January
26, 2000 issued by the Securities and Exchange Commission of Pakistan.
For Attending the Meeting/Appointing Proxies:
i) In case of individuals, the account holder or sub-account holder and/or the person whose securities are in group account and
their registration details are uploaded as per the Regulations, shall authenticate his Identity by showing his original National
Identity Card (NIC) or original passport at the time of attending the meeting.,
ii) In case of corporate entity, the Board of Directors resolution/power of attorney with specimen signature oŁ the nominee shall
be produced (unless it has been provided earlier) at the time of the meeting.
iii) The proxy form shall be witnessed by two persons whose names, address and NIC numbers shall be mentioned on the form.
iv) Attested copies of NIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.
v) The proxy shall produce his original NIC or original passport at the time of meeting. Transport will be provided to members
from the Karachi Stock Exchange Building to attend the meeting. Departure from Stock Exchange Building will be
at 08:00 a.m.
According to the press release of The Karachi Stock Exchange (Guarantee) Limited, we may advised all our respective shareholders
to please let us have their declaration as required under the law as soon as possible, so that the Zakat Exemption can be recorded
for all future Dividend payments.
STATEMENT UNDER SECTION 160 (1) (B) OF THE COMPANIES ORDINANCE, 1984
Approval of remuneration of the Chairman, Chief Executive and full time working Director of the Company.
The approval of nominal increase in remuneration alongwith other benefits as per the services rules paid to Chairman, Chief Executive
and the full time working Director as per recommendations of the Board of Directors of the Company. For this purpose it is proposed
that the following resolution be passed as an ordinary resolution.
RESOLVED that an annual aggregating sum not exceeding Rs. 7.400 million be and is hereby authorized for payment towards
remuneration alongwith other benefits as per the services rules to Chairman, Chief Executive and the full time working Director
M/s. Muhammad Siddique Memon, Razak H.M. Bengali, and Muhammad lrfan Ghani respectively.
Chairman s Review
Your Directors are pleased to present ANNUAL ACCOUNTS of the company for the year ended June 30,
2000, which is also the first review of the company's annual operations in the New Millennium.
OPERATING RESULTS:
The sales during the period under review was Rs. 337 million which is slightly lower than the last year's
sales of Rs. 340 million. The company would have met the projected sales target of Rs. 369 million, but
due to overall depressed market conditions and other economic indicators being unfavourable, the purchasing
power of the buyers of automobiles remained depressed, and therefore, there was a decline in the sales of
passenger car wheel rims to the assemblers. Your company during the period under review sold 227,355
wheel rims as compared to 271,618 wheel rims last year. The automobile assemblers are making all-out
efforts to increase sales of their products by arranging car financing scheme. However, it appears that due
to depressed market conditions, the sales volume of wheel rims has also not increased. Furthermore, the
rupee devaluation has also affected this industry, due to which the increase in sale prices of cars by some of
the OEMs would certainly affect the vending industry.
As far as sales of truck/bus wheel rims are concerned during the period under review, there has been a
negligible increase, and it is hoped that a change in the Government policy will lead to an increase in the
sales of truck/bus wheel rims in the coming year.
The sales of tractor wheels during the period under review was 103,203 tractor wheels as compared with
120,572 tractor wheels sold last year.
Your management feels pleasure in informing the shareholders that there has been a lot of improvement
in the export sales during the current financial year as compared to last year. We have exported wheels
valuing at Rs. 7 million as compared to Rs. 4 million last year. We can further increase our share in the
export market, once we have developed the designs as required by European buyers, a working on which
is under way. Your company participated in the international exhibitions held in France and Germany. It
will be heartening to note that we are exporting wheels to Germany and we have received further orders
from there for passenger car wheel rims.
It is expected that the operation of the most modern electro deposition (ED) painting system, installed by
your company, will help in enhancing our exports in the international market.
Inspite of all the difficulties mentioned above, your company was able to maintain its profitability and the
profit before taxation was Rs. 64 million as compared to Rs. 62 million last year, and the profit after taxation
was Rs. 50 million as compared to Rs. 42 million last year. We were able to achieve all this because of the
tight control over the expenses which overall remained within the same vicinity as last year. We are happy
that your company has done well, but it has been possible through joint effort of the entire management
team, who helped us out in shaping the company better, and there is still a lot more to be done, because
your company during the last few years has made no capital investment whatsoever in improving production
facilities at the Factory. Furthermore, your machines have become very old, requiring extensive balancing
and modernisation which have to be carried out to effect improvement in the plant and machinery, so that
quality products are supplied to our customers. Your management is endeavouring to achieve these goals
through organisation-wide commitment, quality consciousness, professional management and sound business
practices and team-work.
FUTURE PROSPECTS:
Your company is fully committed to its customers to provide quality products at competitive prices, and
we have taken all steps in this direction. Now, the most modern tool-room is in operation with Computerised
Numeric Control Machine to enable us to consolidate our tool-room, so that inhouse development and
maintenance of tools are carried out, resulting in saving of time and the country's precious foreign exchange.
In addition, the most modern electro deposition (ED) painting system has been successfully commissioned,
which resulted in painting of wheels in accordance with the international standards. Besides meeting the
requirements of automobile assemblers, it will also help in augmenting the exports.
Your management is aware of the challenges of future, including World Trade Order (WTO) which will
result in increased globalisation of trade and elimination of trade barriers, We at BWL are trying our best
to diversify our markets and are making various studies and research to develop other products required
by automobile sector, so that we can increase our volume. We hope and pray to Almighty Allah to give us
courage and strength to implement our plans.
The Auditors' observations concerning investment with National Bank of Pakistan (formerly: Mehran Bank
Limited) and the loan and interest due to the Economic Affairs Division, Government of Pakistan, have been
fully explained in Notes 19.1, 6.3 respectively and reason for change in Accounting Policy has also been
stated in notes 2.3.3 and 2.9 of the Accounts.
The Government continues to reiterate its commitment to revamp the present economic system. There has
been success in the Tax Amnesty Scheme, Tax Survey and recovery from chronic defaulters, but it will take
some time to see the real improvement in the economy because of the other problems like balance of
payment, resulting in continuous depreciation of Pak Rupee against strong currencies, privatisation of
industry, inattraction of fresh capital investment in the economy, regular increase in fuel, electric and gas
charges. Your company is also affected by all these economic issues and its performance is dependent on
these factors as also on overall performance of auto and allied sector. We would like to bring to the attention
of our members that the cost of raw materials and other inputs have increased because of change in the
parity rate of rupee, and also once again it is sad that the banks have introduced deposit of 15% cash margin
at the time of establishment of L/C. We have made representation to the Government that for the import
of industrial raw material and plant and machinery, the condition of 15% cash margin be removed, as
otherwise it will lead to increase in the raw material cost and thereby it will result in increase in cost of sales
of your products. Further, this will negate the Government policy of achieving export targets as fixed by
the Government. Nevertheless, we have been able to achieve a significant growth and it is hoped that we
continue with the same zeal in future also.
HUMAN RESOURCES:
We believe that our people are life-blood of the organisation. All possible measures are taken for their
welfare, and this year we have made a new spacious canteen having all the facilities. Besides, regular sporting
and other events are also encouraged for their rest and recreation.
The company puts lot of emphasis on the training and development of its employees who are nominated
regularly to attend various courses to update their technical and intellectual capabilities.
ACKNOWLEDGEMENT:
The Directors place on record their appreciation for the valuable contribution made by all employees in the
progress and development of the company. Further, the relationship between the management and employees
remained cordial.
BASIC EARNING PER SHARE
Based on the net profit for the current year, the earning per share improved to Rs. 4.31 from Rs. 3.62 last year.
For and on Behalf of the Board
MUHAMMAD SIDDIQUE MEMON
Karachi: November 15, 2000 Chairman
Directors' Report to the Shareholders
The Directors of your company take pleasure in presenting their twentieth ANNUAL REPORT
with Audited Accounts of the company together with Auditors' report thereon for the year ended
of June 30, 2000.
(Rupees in '000')
2000 1999
FINANCIAL RESULTS
Profit before Taxation 63,825 61,535
------------------ ------------------
Profit after Taxation 50,015 41,980
Unappropriated Profit brought forward 7,252 58
------------------ ------------------
Profit available for appropriation 57,267 42,038
Appropriations:
Interim Dividend 15% (1999: 15%) 17,393 17,393
Proposed Final Dividend 17.5% (1999: 15%) 20,291 17,393
Unappropriated Profit carried forward 19,583 7,252
EARNING PER SHARE Rs. 4.31 Rs. 3.62
The Board proposes payment of Final Dividend of 17.5 % in addition to interim dividend of 15%
already paid, thus making a total Dividend of 32.5% for the year under review.
CHAIRMAN'S REVIEW
Your Directors endorse the contents of the Chairman's Review, which deals with the company's
activities during the year, and forms part of the Directors' Report.
DIRECTORS
Mr. Nasim Beg, nominee Director of NIT resigned, and Mr. Istaqbal Mehdi was taken on the
Board in place of Mr. Nasim Beg. The Board welcomes Mr. Istaqbal Mehdi on his appointment
as Director and places on record its appreciation for the valuable services rendered by
Mr. Nasim Beg.
Subsequently, On November 15, 2000, Mr. Akbar Ali Hussain, joined as nominee Director of State
Life Insurance Corporation in place of Mr. J.M. Pereira, who has retired from State Life. The Board
welcomes Mr. Akbar Ali Hussain and places on record the services rendered by Mr. J.M. Pereira.
AUDITORS
The retiring Auditors, Sidat Hyder Qamar & Co., being eligible, offer themselves for reappointment.
PATTERN OF SHAREHOLDING
A statement of the pattern of shareholding of the company as on June 30, 2000 is annexed to this
Annual Report.
For and on behalf of the board
RAZAK H.M. BENGALI
Karachi; November 15, 2000 Chief Executive
Auditors Report to the Members
We have audited the annexed balance sheet of BALUCHISTAN WHEELS LIMITED as at 30 June 2000
and the related profit and loss account, cash flow statement and statement of changes in equity 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.
It is the responsibility of the Company's management to establish and maintain a system of internal control,
and prepare and present the above said statement in conformity with the approved accounting standards
and the requirements of the Companies Ordinance, 1984. Our responsibility is to express an opinion on
these statements based on our audit.
We conducted our audit in accordance with the auditing standards as applicable in Pakistan. These standards
require that we plan and perform the audit to obtain reasonable assurance about whether the above said
statements are free of any material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the above said statements. An audit also includes assessing the
accounting policies and significant estimates made by management, as well as, evaluating the overall
presentation of the above said statements. We believe that our audit provides a reasonable basis for our
opinion and, after due verification, 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 except for the
changes as stated in notes 2.3.3 and 2.9 with which we concur;
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) 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, cash flow statement and statement of changes in equity together
 with the notes forming part thereof confirm with approved accounting standards as applicable in
Pakistan, and, 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 30 June
2000 and of the profit, its cash flows and changes in equity for the year then ended; and
d) in our opinion Zakat deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980),
was deducted by the Company and deposited in the Central Zakat Fund established under section 7
of that Ordinance.
Without qualifying our report we draw attention to note 19.1 to the accounts in respect of Rs.50.840
million deposited with former Mehran Bank Limited (MBL) and note 18 in respect of Rs. 18.272 million
return accrued thereon and notes 6.3 and 8 (i) to the accounts. The affairs of the former MBL have been
taken over by National Bank of Pakistan and the matters relating to MBL are reportedly pending settlement.
KARACHI: November 15, 2000 CHARTERED ACCOUNTANTS
Balance Sheet as at 30 June 2000
(Rupees in '000')
Note 2000 1999
SHARE CAPITAL AND RESERVES
Authorised capital
15,000,000 Ordinary shares of Rs. 10/- each 150,000 150,000
========== ==========
Issued, subscribed and paid-up capital 3 115,950 115,950
General reserve 101,498 101,498
Accumulated profit 19,583 7,252
------------------ ------------------
237,031 224,700
LONG-TERM DEPOSIT 4 544 353
LIABILITIES AGAINST ASSETS SUBJECT
TO FINANCE LEASE 5 8,157 12,244
DEFERRED INCOME 2.5.2 865 2,017
DEFERRED LIABILITY- Compensated absences 2.3.3 2,454 --
CURRENT LIABILITIES
Overdue portion of long-term loan-secured 6 85,851 859,851
Current portion of liabilities against assets subject
to finance lease 5 12,950 9,051
Creditors, accrued and other liabilities 7 55,799 52,154
proposed dividend 20,291 17393
------------------ ------------------
174,891 164,449
CONTINGENCIES AND COMMITMENTS 8 -- --
------------------ ------------------
423,942 403,763
========== ==========
FIXED ASSETS-TANGIBLE
Operating assets - at book value 9 124,666 120,730
Capital work-in-progress 10 23,574 --
------------------ ------------------
148,240 120,730
LONG-TERM INVESTMENTS-AT COST 11 450 450
LONG-TERM LOANS 12 631 445
LONG-TERM DEPOSITS AND OTHER RECEIVABLES 13 2,896 4,531
CURRENT ASSETS
Stores, spares and loose tools 14 13,940 20,281
Stock-in-trade 15 98,796 62,402
Trade debts- unsecured, considered good 16 36,875 59,064
Loans, advances, deposits and prepayments 17 22,351 26,128
Other receivables 18 22,994 25,347
Short-term investments 19 50,840 56,840
Bank balances 20 25,929 27,545
------------------ ------------------
271,725 277,607
------------------ ------------------
423,942 403,763
========== ==========
Auditors' Report Annexed
These accounts should be read with the annexed notes.
MUHAMMAD SIDDIQUE MEMON RAZAK H. M. BENGALI
CHAIRMAN CHIEF EXECUTIVE
Profit & toss Account for the year ended 30 June 2000
(Rupees in '000')
Note 2000 1999
Sales - net 21 336,901 339,773
Cost of sales 22 235,176 238,202
------------------ ------------------
Gross profit 101,725 101,571
Operating expenses
Administrative 23 28,690 25,765
Selling and distribution 24 7,629 9,707
------------------ ------------------
36,319 35,472
------------------ ------------------
Operating Profit 65,406 66,099