| Dyno Pakistan Limited |
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| Annual
Report 2000 |
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| TABLE
OF CONTENTS |
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| Company
Information |
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| Notice
of Meeting |
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| Statement
U/S 160 (B) of the Companies Ord., 1984 |
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| Directors'
Report |
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| Highlights |
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| Graphs |
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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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| Statement
of Changes in Equity |
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| Notes
to the Accounts |
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| Combined
Pattern of CDC & Normal Shareholdings |
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| CONSOLIDATED
FINANCIAL STATEMENTS |
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| Auditors'
Reports |
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| Balance Sheet |
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|
| Profit
& Loss Account |
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| Cash
Flow Statement |
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| Statement
of Changes in Equity |
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| Notes
to the Account |
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| Statement
Persuant to Sec. 237 of Companies Ord., 1984. |
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| VISIONITE
(PRIVATE) LIMITED |
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| Directors'
Report |
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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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| Statement
of Changes in Equity |
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| Notes
to the Accounts |
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| VICE
CHAIRMAN |
Syed Ali |
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| MANAGING
DIRECTOR |
Sarosh R. Dubash |
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| DIRECTORS |
|
Rafiq M. Habib |
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|
Abdul Karim Lodhi
(N.I.T.) |
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|
Oivind Isaksen |
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Tarje Braaten |
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|
Tore Gunar Wikdal |
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| DIRECTOR
(NOMINEE I.C.P.) |
Asadullah Khawaja |
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| DIRECTOR
(TECHNICAL) |
Ather Saeed Khan |
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| COMPANY
SECRETARY |
Syed Hassan Haider Abidi |
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| BANKERS |
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Credit Agricole Indosuez |
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Emirates Bank
International (P.J.S.C) |
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Gulf Commercial Bank
Limited |
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Habib Bank AG Zurich |
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Habib Bank Limited |
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Hong Kong and Shanghai
Banking Corp. |
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Metropolitan Bank Limited |
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National Development
Finance Corp. |
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National Bank of Pakistan |
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Standard Chartered Bank |
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Union Bank Limited |
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| AUDITORS |
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Ford, Rhodes, Robson,
Morrow |
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Chartered Accountants |
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| REGISTERED
OFFICE |
2nd Floor, Al Hannan
Centre |
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55, Dar-ul-Aman Society,
Sharea Faisal, Karachi. |
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| REGISTRARS |
|
M/s. Noble Computer
Services (Pvt) Ltd. |
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14-Banglore Town, Housing
Society, |
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Main Sharea Faisal,
Karachi-75350 |
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| FACTORY |
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A-101, A-102, A-103,
A-134, A-135 & A-136 |
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Lasbella Industrial
Estate |
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Development Authority |
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Hub Chowki, Distt.
Lasbella |
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Balochistan. |
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| Notice
of Meeting |
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| Notice
is hereby given that the Eighteenth Annual General Meeting of the Company
will be held at Islamic |
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| Chamber
of Commerce, ST 2/A, Block-9 K.D.A. Scheme No.5, Clifton, Karachi. (Behind
Mideast Hospital) |
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| on
Thursday 14th December, 2000 at 12:00 noon to transact the following
business: |
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| ORDINARY
BUSINESS |
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| 1.
To confirm the minutes of the Seventeenth Annual General Meeting. |
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| 2.
To receive and adopt the Audited Accounts of the company for the year ended
30th June, 2000 together |
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| with
the Directors' and Auditors' report thereon. |
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| 3.
To approve the payment of cash dividend @ 23 % i.e. Rs. 1.15 per share for
the year ended 30th |
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| June,
2000, as recommended by the directors. |
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| 4.
To approve the proposed increase @ 30% i.e. Rs. 21,775,860 in the paid-up
capital of the company |
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| by
issuing fully paid-up 4,355,172 ordinary shares of Rs. 5/= each as bonus
shares for the year |
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| ended
30th June, 2000, as recommended by the directors. |
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| 5)
To appoint Auditors of the company for the year 2000-2001 and fix their
remuneration. |
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| 6)
To transact any other business as may be placed before the meeting with the
permission of chairman. |
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| SPECIAL
BUSINESS |
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| 1)
To consider and if thought fit to approve the following as Special
Resolution. |
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| "RESOLVED
that the authorised Capital of the Company be increased from Rs.
100,000,000/- to |
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| Rs.
200,000,000/- by the creation of 40,000,000 ordinary shares of Rs. 5/-
each." |
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| "FURTHER
RESOLVED that the Clause V of Memorandum of Association and Article No. 4 of |
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| Article
of Association be amended as under: |
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| The
Capital of the Company is Rs. 200,000,000/= (Rupees Two hundred million)
divided into |
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| 40,000,000
ordinary shares of Rs. 5/- each." |
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By Order of the Board |
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|
SYED HASSAN HAIDER ABIDI |
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|
Deputy General Manager (Finance) |
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| Karachi
November 20, 2000 |
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& Company Secretary |
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| Notice
of Meeting |
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| Notes: |
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| i)
The Share Transfer Books of the Company will remain closed from 22nd
November, 2000 to 5th |
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| December,
2000 (both days inclusive). |
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|
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| ii)
A member entitled to attend and vote at this meeting may appoint another
member as his/her proxy |
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| to
attend the meeting and vote for him/her. No person shall act as a proxy who
is not a member of |
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| the
company. Proxies in order to be effective must be received by Company not
less than 48 hours |
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| before
the meeting. |
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|
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| iii)
Members are requested 'to promptly communicate to the Company any change in
their address to |
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| ensure
prompt delivery of mail. |
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| iv)
CDC account holders/sub-account holders are requested to bring their
NIC/Passport with a photocopy |
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| duly
attested by their bankers for indentification purposes. In case of Corporate
entity, the Board of |
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| Directors
resolution/power of attorney with specimen signature of the nominee shall be
produced |
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| (unless
it has provided earlier at the time of the meeting. |
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| v)
Members are requested not to bring children alongwith them as the children
will not be allowed in |
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| the meeting. |
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| Statement
under section 160 (b) of the Companies Ordinance, 1984 is being sent to the
shareholders alongwith |
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| the notice. |
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|
|
| STATEMENT
UNDER SECTION 160 (B) OF |
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| THE
COMPANIES ORDINANCE, 1984 |
|
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| "RESOLVED
that authorised Capital of the Company be increased from Rs. 100,000,000/- to
Rs. |
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| 200,000,000/-
by the creation of 40,000,000 ordinary shares of Rs. 5/- each." |
|
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| "FURTHER
RESOLVED that Clause V of Memorandum of Association and Article No. 4 of
Article |
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| of
Association be and is hereby amended/substituted as under: |
|
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| The
Capital of the Company is Rs. 200,000,000/- (Rupees Two hundred million)
divided into |
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| 40,000,000
ordinary shares of Rs. 5/- each." |
|
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| "FURTHER
RESOLVED that the Chief Executive and/or the Company Secretary be and is
hereby |
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| authorised
to take all such steps as may be necessary for the purpose." |
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|
| DIRECTORS'
REPORT |
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| Your
Board of Directors is pleased to place before you the 18th Directors' Report
together with the audited |
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| accounts
for the year ended 30th of June, 2000. |
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| FINANCIAL
RESULTS: |
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| The
profit and loss account and appropriations recommended by the directors are
as under: |
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|
2000 |
1999 |
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|
Rs. '000 |
Rs. '000 |
|
|
| Operating
Profit |
|
|
26,153 |
23,106 |
|
| Financial
charges |
|
|
(8,684) |
(15,901) |
|
| Dividend
income from subsidiary company |
|
30,027 |
20,018 |
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|
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|
------------------ |
------------------ |
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| Profit
before taxation |
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|
47,496 |
27,223 |
|
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|
| Taxation |
|
| Current |
|
(7,800) |
(3,533) |
|
| Prior |
|
|
|
534 |
-- |
|
| Deferred |
|
720 |
(853) |
|
|
|
------------------ |
------------------ |
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|
(6,546) |
(4,386) |
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| Profit
after taxation |
|
|
40,950 |
22,837 |
|
| Unappropriated
profit brought forward |
|
269 |
393 |
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|
------------------ |
------------------ |
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| Profit
available for appropriation |
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|
41,219 |
23,230 |
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| Appropriations |
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| Proposed
final dividend @ 23% (1999: 27.5%) |
|
116,695 |
19,961 |
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| Proposed
stock dividend @ 30% (1999: Nil) |
|
21,776 |
-- |
|
| Transfer
to General Reserve |
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|
2,000 |
3,000 |
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|
------------------ |
------------------ |
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|
40,471 |
22,961 |
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|
------------------ |
------------------ |
|
| Unappropriated
profit carried forward |
|
748 |
269 |
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|
========== |
========== |
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| Earning
Per Share: |
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| Earning
per share for the year June 30, 2000 comes to Rs. 2.82 as compared to Rs.
1.57 in the preceding year. |
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|
|
| Operating
Performance: |
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| The
company made a gross profit of 15.47% on sales of Rs. 335.4 million as
against a GP of 15.12% last year. Prices of |
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| raw
materials were relatively stable in the first half of the accounting period.
There has, however, been a constant increase |
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| in
second half on our major raw materials. This has been made worse by the steep
slide in the value of the Rupee. The |
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| management
is confident of being able to pass on most of these increased costs. |
|
|
| In
March 1999, the government reduced the duties on moulding compounds down to
25%. Due to this the prices of |
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| imported
moulding, especially from China dropped and consequently affected our
margins. However, in January 2000 the |
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| Industry
was able to convince the National Tariff Commission, and a protective duty
was put on to this product. Despite |
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| the
delay in this protection the margins have improved by increasing volumes.
From January, 2000 your company has |
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| been
running virtually at full capacity. |
|
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| Overall
efficient use of working capital, income tax exemptions on our sales and
import of raw materials and |
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| long
pending refunds of Rs. 20.4 million have also reduced the overdraft
requirements substantially, helping |
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| us
to almost half our financial costs. This has resulted in an increase of
profit before tax. |
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|
| Future
Prospects: |
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| In
light of the increase in demand from our present customers and further
potential due to expansion of our |
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| customers
facilities, the management considers that the present capacity of both
formaldehyde and urea |
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| formaldehyde
in the resin division and the moulding compound production require expansion.
We will thus |
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| continue
to play a leading role in this industry. |
|
|
| ISO
Certification: |
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| Your
company has been awarded the ISO 9002 certification on the 12th of September
2000. The management |
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| and
entire staff showed great commitment in preparing and adopting the standard. |
|
|
| Board
Changes: |
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| During
the year under review, there were changes in the Board of your Company. |
|
|
| Mr.
Dag Schjerven and Mr. Dag Mejdell resigned from the Board effective 1st
December, 1999. The Board |
|
| places
on record their useful contribution during their tenure. Mr. Tore Gunnar
Wikdal and Mr. Tarje Braaten |
|
| were
appointed as Directors effective 1st December. |
|
|
| Auditors: |
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| The
present auditors, M/s Ford, Rhodes, Robson, Morrow, Chartered Accountants,
are due for retirement |
|
| and
being eligible, offer themselves for re-appointment for the ensuing year. |
|
|
| Shareholders: |
|
| A
statement showing pattern of shareholding in the Company as on 30th June,
2000 is given on page 28 of |
|
| this report. |
|
|
| Finally,
on behalf of the Directors and shareholders, I wish to thank all employees,
including |
|
| management,
for their sincere contribution to the results of 1999-2000. I also take the
opportunity to |
|
| express
our appreciation for the support and cooperation extended to us by our
customers, bankers and |
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| NORAD. |
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|
On behalf of the Board of Directors |
|
|
|
|
|
|
|
SAROSH R. DUBASH |
|
|
|
Managing Director & |
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| Karachi:
10th October, 2000 |
|
Chief Executive |
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|
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|
| HIGHLIGHTS |
|
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|
(RS. IN MILLIONS) |
|
|
|
|
|
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|
1999-00 |
1998-99 |
1997-98 |
1996-97 |
1995-96 |
1994 |
1993 |
1992 |
1991 |
1990 |
|
|
(18 MONTHS) |
|
|
| TURNOVER |
|
335.393 |
306.713 |
354.498 |
338.646 |
479.629 |
234.543 |
225.814 |
220.609 |
208.351 |
154.242 |
|
| GROSS PROFIT |
|
51.887 |
46.381 |
36.445 |
28.491 |
70.480 |
33.461 |
57.317 |
57.324 |
48.338 |
35.614 |
|
| NET PROFIT |
|
47.496 |
27.223 |
11.403 |
16.030 |
41.459 |
33.556 |
30.067 |
33.757 |
27.407 |
16.252 |
|
| TAXATION |
|
6.546 |
4.387 |
1.399 |
2.921 |
17.119 |
12.650 |
9.900 |
10.515 |
7.384 |
5.711 |
|
| EXTRA
ORDINARY ITEM |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
19.318 |
|
| EARNING
RETAINED |
|
|
| IN BUSINESS |
|
2.479 |
2.876 |
0.930 |
3.641 |
6.982 |
9.545 |
0.957 |
7.107 |
(0.433) |
29.860 |
|
| NET
ASSETS EMPLOYED |
185.158 |
158.375 |
161.313 |
165.110 |
138.440 |
129.958 |
123.585 |
118.167 |
116.312 |
98.191 |
|
| SHARE
CAPITAL FUND |
72.586 |
72.586 |
72.586 |
63.118 |
63.118 |
63.118 |
54.885 |
49.896 |
41.580 |
27.720 |
|
| SHAREHOLDERS
FUND |
174.111 |
149.856 |
146.979 |
146.049 |
132.940 |
125.958 |
116.413 |
107.223 |
98.950 |
73.383 |
|
| Gross Profit % |
|
15.47 |
15.12 |
10.28 |
8.41 |
14.69 |
14.27 |
25.38 |
25.98 |
23.20 |
23.09 |
|
| Net Profit % |
|
14.16 |
8.88 |
3.22 |
4.73 |
8.64 |
14.31 |
13.31 |
15.30 |
13.15 |
10.53 |
|
| Taxation % |
|
1.95 |
1.43 |
0.39 |
0.86 |
3.57 |
5.39 |
4.38 |
4.76 |
3.54 |
3.70 |
|
| Extra
Ordinary Item % |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
12.52 |
-- |
|
| Earning
per Share |
2.82 |
1.57 |
0.69 |
1.27 |
3.28 |
2.66 |
2.74 |
3.38 |
3.29 |
6.41 |
|
| Net Earning per |
|
|
|
| Rupee sales |
|
0.12 |
0.07 |
0.03 |
0.05 |
0.08 |
0.14 |
0.13 |
0.15 |
0.13 |
0.10 |
|
| Dividend |
|
23% |
27.50% |
12.50% |
-- |
27.50% |
18% |
20% |
30% |
20% |
Nil |
|
| Right Shares |
|
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
50% |
|
| Bonus |
|
30% |
-- |
-- |
15% |
-- |
-- |
15% |
10% |
20% |
-- |
|
|
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
|
| We
have audited the annexed balance sheet of DYNO PAKISTAN
LIMITED as at June 30, 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 Company 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 statement. An audit shall also include
assessing the accounting policies |
|
| and
significant estimates made by management, as well as, evaluating the overall
presentation of the above said |
|
| statement.
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 accounts 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 |
|
| accounts
and are further in accordance with accounting policies consistently applied
except for |
|
| the
change in note 3 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 conform 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 June
30, 2000 and of the |
|
| profit,
its cash flows and changes in equity for the year then ended; and |
|
|
| d)
in our opinion, Zakat was 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. |
|
|
|
|
|
|
FORD, RHODES, ROBSON, MORROW |
|
| Karachi:
2nd November, 2000 |
|
Chartered Accountants |
|
|
|
|
|
| BALANCE
SHEET AS AT JUNE 30 |
|
|
|
|
|
|
|
|
2000 |
1999 |
|
|
|
Note |
Rupees |
Rupees |
|
|
|
| NON-CURRENT
ASSETS |
|
| Operating
fixed assets |
|
4 |
70,572,259 |
67,091,342 |
|
| Capital
work-in-progress |
|
|
-- |
187,911 |
|
|
|
------------------ |
------------------ |
|
|
|
70,572,259 |
67,279,253 |
|
|
| LONG
TERM INVESTMENT |
|
5 |
40,036,000 |
40,036,000 |
|
| LONG
TERM LOANS |
|
6 |
2,832,399 |
2,691,242 |
|
| LONG
TERM DEPOSITS |
|
|
518,510 |
515,010 |
|
|
| CURRENT
ASSETS |
|
|
|
| Stores |
|
|
10,031,752 |
8,927,579 |
|
| Stock-in-trade |
|
7 |
60,969,192 |
77,631,128 |
|
| Trade Debts |
|
8 |
53,547,334 |
60,907,086 |
|
| Advances,
deposits and prepayments |
9 |
8,223,528 |
8,610,999 |
|
| Dividend
receivable from subsidiary |
|
-- |
10,009,000 |
|
| Other receivable |
|
10 |
9,034,185 |
34,621,174 |
|
| Cash
and Bank balances |
|
11 |
6,099,627 |
585,434 |
|
|
------------------ |
------------------ |
|
|
|
147,905,618 |
201,292,400 |
|
|
|
------------------ |
------------------ |
|
| TOTAL
ASSETS |
|
261,864,786 |
311,813,905 |
|
|
|
|
|
========== |
========== |
|
|
|
|
|
|
| SHARE
CAPITAL AND RESERVES |
|
| Authorised
capital |
|
| 20,000,000
(1999: 20,000,000) ordinary |
|
| shares
of Rs. 5 each |
|
|
100,000,000 |
100,000,000 |
|
|
|
|
========== |
========== |
|
| Issued,
subscribed and paid-up capital |
12 |
72,586,205 |
72,586,205 |
|
| Reserves |
|
|
13 |
101,524,662 |
77,269,509 |
|
|
|
|
|
------------------ |
------------------ |
|
| SHAREHOLDERS'
EQUITY |
|
|
174,110,867 |
149,855,714 |
|
| DEFERRED
LIABILITIES |
|
14 |
11,046,849 |
8,519,139 |
|
|
|
|
|
|
| CURRENT
LIABILITIES |
|
| Current
maturity of long term loan |
|
-- |
6,666,666 |
|
| Short
term finances |
|
15 |
7,726,466 |
71,741,292 |
|
| Short term loan |
|
|
-- |
5,000,000 |
|
| Creditors,
accrued and other liabilities |
16 |
52,285,777 |
50,069,888 |
|
| Proposed
final dividend |
|
|
16,694,827 |
19,961,206 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
76,707,070 |
153,439,052 |
|
| CONTINGENCIES
AND COMMITMENTS |
17 |
|
|
|
------------------ |
------------------ |
|
| TOTAL
SHAREHOLDERS' EQUITY AND LIABILITIES |
261,864,786 |
311,813,905 |
|
|
|
========== |
========== |
|
|
|
|
| The
annexed notes form an integral part of these accounts. |
|
|
|
SYED ALI |
|
SAROSH R. DUBASH |
|
|
Vice Chairman |
|
Managing Director & |
|
|
|
|
Chief Executive |
|
|
|
|
| PROFIT
AND LOSS ACCOUNT |
|
| FOR
THE YEAR ENDED JUNE 30 |
|
|
|
|
2000 |
1999 |
|
|
Note |
Rupees |
Rupees |
|
|
|
|
| TURNOVER |
|
18 |
335,393,097 |
306,712,913 |
|
| Cost of sales |
|
19 |
(283,505,859) |
(260,331,423) |
|
|
|
|
------------------ |
------------------ |
|
| GROSS
PROFIT |
|
|
51,887,238 |
46,381,490 |
|
|
| Other income |
|
20 |
2,211,236 |
1,996,191 |
|
| Administrative
expenses |
|
21 |
(18,382,915) |
(14,415,717) |
|
| Selling
and distribution expenses |
|
22 |
(5,960,608) |
(8,795,200) |
|
| Other charges |
|
24 |
(3,601,998) |
(2,060,488) |
|
|
------------------ |
------------------ |
|
| OPERATING
PROFIT |
|
|
26,152,953 |
23,106.28 |
|
| Financial
charges |
|
25 |
(8,684,361) |
(15,900,983) |
|
| Dividend
income from subsidiary company |
|
30,027,000 |
20,018,000 |
|
|
|
|
------------------ |
------------------ |
|
| PROFIT
BEFORE TAXATION |
|
|
47,495,592 |
27,223,293 |
|
|
|
|
