| Transpak Corporation Limited |
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| Annual
Report 2000 |
|
|
| Contents |
|
|
| Company
Information |
|
| Notice
of Meeting |
|
| Directors'
Report |
|
| Auditors'
Report |
|
| Balance Sheet |
|
| Profit
& Loss Account |
|
| Cash
Flow Statement |
|
| Notes
to the Cash Flow Statement |
|
| Statement
of Changes in Equity |
|
| Notes
to the accounts |
|
|
|
| Company
Information |
|
|
| CHAIRMAN |
|
Suleman Dawood |
|
|
|
| CHIEF
EXECUTIVE |
Muhammad Basheer Sulaiman |
|
|
|
| DIRECTORS |
|
Razzak S. Dawood |
|
|
Mohd. Younus Ali Muhammad |
|
|
Mohd. Amin Ali Muhammad |
|
|
Manzoor H. Chaudhry |
|
|
Dr. Amjad Waheed |
|
|
| COMPANY
SECRETARY |
Muhammad Arif Dangra |
|
|
|
| AUDITORS |
|
Gangat & Company |
|
|
|
Chartered Accountants |
|
|
|
| BANKERS |
|
Habib Bank AG Zurich |
|
|
|
Metropolitan Bank Limited |
|
|
|
| REGISTERED
OFFICE |
Dawlance Centre |
|
|
|
Dr. Ziauddin Ahmed Road,
Karachi |
|
|
|
| LEGAL
ADVISERS |
Messrs. Hussain &
Haider |
|
|
Advocates &
Solicitors |
|
|
|
| Notice
of Meeting |
|
|
| Notice
is hereby given that the 26th Annual General Meeting of the Share holders of
the Company will be |
|
| held
on December 19, 2000 at 9.30 a.m. at the Registered Office of the Company at
Dawlance Centre, 9, |
|
| Civil
Line, Dr. Ziauddin Ahmed Road, Karachi to transact the following business: |
|
|
| A.
ORDINARY BUSINESS: |
|
|
| 1.
To confirm the minutes of the extra ordinary general meeting held on December
21 1999. |
|
|
| 2.
To receive, consider and adopt the Directors' and Auditors' Reports, the
Audited Balance |
|
| Sheet
and Profit & Loss Account for the year ended June 30, 2000. |
|
|
| 3.
To approve the payment of cash dividend as recommended by the Directors. |
|
|
| 4.
To appoint Auditors and fix their remuneration. |
|
|
| B.
SPECIAL BUSINESS: |
|
|
| 5.
To consider and approve the sale of tooth paste business constituting assets
and the trade |
|
| mark "Sparkle". |
|
|
| To
transact any other business with the permission of the Chair. |
|
|
|
By order of the Board |
|
|
|
|
|
MUHAMMAD ARIF DANGRA |
|
| Karachi:
November 16, 2000 |
|
Company Secretary |
|
|
| NOTES: |
|
|
| 1.
The share transfer book of the Company shall remain closed from 12-12-2000 to
18-12-2000 (both |
|
| days
inclusive) and no transfer will be accepted for registration during this
period. The members |
|
| whose
names appear in the register of members as at the close of business on
December 11, |
|
| 2000
will qualify for the payment of dividend. |
|
|
| 2.
A member entitled to attend and vote at the 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.
(Proxy |
|
| Form
is enclosed). |
|
|
| 3.
Members are requested to communicate to the Company any change of their
address. |
|
|
| STATEMENT
WITH REGARD TO SPECIAL BUSINESS |
|
|
| Sale
of tooth paste business constituting the assets and the trade mark
"Sparkle". |
|
|
| The
shareholders' approval will be sought for the sale of tooth paste business
constituting the assets and |
|
| the
trade mark "Sparkle". |
|
|
| For
this purpose, the following Resolution which sets out the sale of tooth paste
business constituting the |
|
| assets
and the trade mark "Sparkle" will be moved at the meeting. |
|
|
| "RESOLVED
that consent be and is hereby given for the sale of tooth paste business
constituting the |
|
| assets
and the trade mark "Sparkle". |
|
|
| "FURTHER
RESOLVED that Mr. Manzoor H. Chaudhry. Director of the company be and is
hereby authorised |
|
| to
negotiate and deal with M/s. Colgate Palmolive Pakistan Ltd., Karachi". |
|
|
|
| Directors'
Report |
|
|
| The
Directors of your company have pleasure in presenting their Annual Report
alongwith the Accounts of the |
|
| Company
for the year ended June 30, 2000. |
|
|
| RESULTS |
|
2000 |
1999 |
|
|
(Rupees) |
(Rupees) |
|
|
| APPROPRIATION |
|
| Profit
for the year |
|
1,368,637 |
6,981,843 |
|
| Unappropriated
profit brought forward |
|
465,702 |
2,483,859 |
|
|
------------------ |
------------------ |
|
| Profit
available for appropriation |
|
1,834,339 |
9,465,702 |
|
| Transfer
from revenue reserve-general |
|
7,500,000 |
-- |
|
|
------------------ |
------------------ |
|
|
9,334,339 |
9,465,702 |
|
|
| Proposed
dividend 30% (1999: 30%) |
|
9,000,000 |
9,000,000 |
|
|
------------------ |
------------------ |
|
| Unappropriated
profit carried forward |
|
334,339 |
465,702 |
|
|
========== |
========== |
|
|
| During
the period, your company's turnover was Rs. 176,003 million as compared to
last years turnover of |
|
| Rs.
278,480 million. The decrease in turnover was due to management's decision to
bring in financial discipline |
|
| by
reducing receivables and implementing better control on inventory planning. I
am glad to state that |
|
| through
these actions, we are able to reduce bank borrowings from Rs. 112,585 million
to Rs. 74,828 million. |
|
| In
addition, during this period, we rationised our sales management and I am
happy to state that during the |
|
| period
from July to October, 2000, considerable progress have been made in this
front as well. During the |
|
| year,
we have started manufacturing tooth brush for the contractee on contractual
basis. |
|
|
| FUTURE PLAN |
|
| We
have received an offer to buy all related assets with regard to
"Sparkle" tooth paste. It is expected that the |
|
| deal
will be implemented by and December, 2000 subject to approval of shareholders
in Annual General |
|
| Meeting.
Investments in tooth brush and baby care products will continue and we hope
that the overall profitability |
|
| will
still be maintained despite sales of our tooth paste business. Turnover will
definitely reduce but overall |
|
| profits
will Insha-Allah be achieved. |
|
|
| The
Board is also looking forward to better results in the near future and
sincerely thank all company's personnel |
|
| and
business associates whose cooperation and efforts are necessary through these
restructuring times. |
|
|
| AUDITORS |
|
| The
auditors M/s. Gangat & Company, Chartered Accountants retire and offer
themselves for reappointment. |
|
|
|
On behalf of the Board of Directors |
|
|
|
|
|
SULEMAN DAWOOD |
|
| Karachi,
November 16, 2000 |
|
Chairman |
|
|
|
| Auditors'
Report to the members |
|
|
| We
have audited the annexed balance sheet of Transpak Corporation Limited as at
June 30, 2000 |
|
| and
the related profit and loss account, the 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 informations 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 statements 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 |
|
| Company's
Ordinance, 1984; |
|
|
| (b)
in our opinion: |
|
|
| (i)
the balance sheet and profit and loss account together with the notes thereon
have been |
|
| drawn
up in conformity with the Companies Ordinance, 1984 and are in agreement with
the |
|
| books
of account and are further in accordance with accounting policies
consistently applied; |
|
|
| (ii)
the expenditure incurred during the year was for the purpose of the Company's
business; and |
|
|
| (iii)
the business conducted, 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/loss, 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 (XVII of |
|
| 1980),
was deducted by the company and deposited in the Central Zakat Fund
established |
|
| under
Section 7 of that Ordinance. |
|
|
|
GANGAT & COMPANY |
|
| Karachi:
November 16, 2000 |
|
Chartered Accountants |
|
|
|
| Balance
Sheet as at June 30, 2000 |
|
|
| CAPITAL
& LIABILITIES |
|
NOTE |
2000 |
1999 |
|
|
| SHARE
CAPITAL & RESERVES |
|
|
|
|
|
|
| Authorised
capital |
|
|
|
| 10,000,000
ordinary shares of Rs. 10/- each |
|
100,000,000 |
100,000,000 |
|
|
|
========== |
========== |
|
|
|
|
| Issued,
subscribed & paid-up capital |
|
|
| 3,000,000
ordinary shares |
|
|
|
| of
Rs. 10/- each fully paid-up in cash |
|
30,000,000 |
30,000,000 |
|
| Reserve
and surplus |
|
|
|
| Revenue
reserve - General |
|
3 |
15,000,000 |
22,500,000 |
|
| Capital
reserve - Share premium |
|
4 |
10,000,000 |
10,000,000 |
|
| Unappropriated
profit |
|
|
334,339 |
465,702 |
|
|
|
------------------ |
------------------ |
|
|
|
25,334,339 |
32,965,702 |
|
|
|
------------------ |
------------------ |
|
| Shareholders'
equity |
|
|
55,334,339 |
62,965,702 |
|
|
|
|
| DEFERRED
LIABILITIES |
|
5 |
13,619,454 |
14,029,772 |
|
|
|
|
| CURRENT
LIABILITIES |
|
|
|
|
| Bank finances |
|
6 |
74,828,334 |
112,585,244 |
|
| Current
portion of liabilities against assets |
|
|
|
| subject
to finance lease |
|
|
-- |
488,430 |
|
| Creditors,
accrued & other liabilities |
7 |
61,428,424 |
82,040,491 |
|
| Provision
for taxation |
|
|
1,000,000 |
5,000,000 |
|
| Unclaimed
dividend |
|
|
1,055,829 |
1,024,225 |
|
| Proposed
dividend |
|
|
9,000,000 |
9,000,000 |
|
|
|
------------------ |
------------------ |
|
|
|
147,312,587 |
210,138,390 |
|
|
|
|
|
| CONTINGENCIES
& COMMITMENTS |
8 |
-- |
-- |
|
|
|
------------------ |
------------------ |
|
|
Total Rupees |
216,266,380 |
287,133,864 |
|
|
========== |
========== |
|
|
| PROPERTY
ASSETS |
|
|
| TANGIBLE
FIXED ASSETS |
|
|
|
| Operating
assets |
|
9 |
49,185,768 |
52,252,402 |
|
| Assets
subject to finance lease |
|
10 |
-- |
1,079,296 |
|
| Capital
work in progress |
|
11 |
31,449,668 |
30,825,172 |
|
|
|
------------------ |
------------------ |
|
|
|
80,635,436 |
84,156,870 |
|
|
| CURRENT
ASSETA |
|
|
|
| Stock-in-trade |
|
12 |
85,236,688 |
78,964,337 |
|
| Stores & spares |
|
13 |
6,487,860 |
5,701,217 |
|
| Trade
debtors - unsecured, considered good |
14 |
23,670,461 |
86,946,842 |
|
| Loans,
advances & deposits |
|
15 |
19,082,281 |
27,861,333 |
|
| Cash
& bank balances |
|
16 |
1,153,654 |
3,503,265 |
|
|
|
------------------ |
------------------ |
|
|
|
135,630,944 |
202,976,994 |
|
|
|
------------------ |
------------------ |
|
|
Total Rupees |
216,266,380 |
287,133,864 |
|
|
========== |
========== |
|
|
| The
annexed notes form an integral |
|
This is the Balance Sheet
referred to |
|
| part
of the Balance Sheet |
|
in our report of even
date |
|
|
|
|
|
On behalf of the Board |
|
|
|
|
|
|
GANGAT & COMPANY |
|
SULEMAN DAWOOD |
|
YOUNUS ALI MUHAMMAD |
|
|
Chartered Accountants |
|
Chairman |
|
Director |
|
|
|
|
|
|
MUHAMMAD BASHEER SULAIMAN |
|
|
| KARACHI:
November 16, 2000 |
|
Chief Executive |
|
|
|
|
| Profit
& Loss Account for the year ended June 30, 2000 |
|
|
| PARTICULARS |
|
|
2000 |
1999 |
|
|
Note |
(Rupees) |
(Rupees) |
|
|
| Sales
and commission |
|
17 |
176,003,401 |
278,479,610 |
|
| Less:
Cost of goods sold |
|
18 |
116,508,549 |
199,075,870 |
|
|
|
------------------ |
------------------ |
|
| GROSS PROFIT |
|
|
59,494,852 |
79,403,740 |
|
|
|
|
|
| Less:
Operating expenses |
|
|
|
|
| Administrative
& selling |
|
19 |
44,654,461 |
52,104,179 |
|
| Financial |
|
20 |
13,149,887 |
13,263,308 |
|
|
|
------------------ |
------------------ |
|
|
|
57,804,348 |
65,367,487 |
|
|
|
------------------ |
------------------ |
|
| Net
operating profit |
|
|
1,690,504 |
14,036,253 |
|
| Add:
Non-operating income |
|
21 |
339,248 |
129,426 |
|
|
|
------------------ |
------------------ |
|
| Net
profit for the year |
|
|
2,029,752 |
14,165,679 |
|
| Less:
Other charges |
|
22 |
180,682 |
1,076,341 |
|
|
|
------------------ |
------------------ |
|
| Profit
before taxation |
|
|
1,849,070 |
13,089,338 |
|
| Less: Taxation |
|
23 |
480,433 |
6,107,495 |
|
|
|
------------------ |
------------------ |
|
| Profit
after taxation |
|
|
1,368,637 |
6,981,843 |
|
| Add:
Unappropriated profit from the previous year |
|
465,702 |
2,483,859 |
|
|
|
------------------ |
------------------ |
|
| Profit
available for appropriation |
|
|
1,834,339 |
9,465,702 |
|
| Add:
Transfer from revenue reserve - general |
3 |
7,500,000 |
-- |
|
|
|
------------------ |
------------------ |
|
|
|
9,334,339 |
9,465,702 |
|
|
|
|
|
| APPROPRIATION: |
|
|
|
|
| Proposed
dividend |
|
|
9,000,000 |
9,000,000 |
|
|
|
------------------ |
------------------ |
|
| Unappropriated
profit carried forward |
|
334,339 |
465,702 |
|
|
|
========== |
========== |
|
| Earning
per share |
|
24 |
0.46 |
2.33 |
|
|
========== |
========== |
|
|
| The
annexed notes form an integral part of these accounts. |
|
|
| This
is the profit and loss account referred to in our report of even date. |
|
|
|
GANGAT & COMPANY |
|
SULEMAN DAWOOD |
|
YOUNUS ALI MUHAMMAD |
|
|
Chartered Accountants |
|
Chairman |
|
Director |
|
|
|
|
|
|
MUHAMMAD BASHEER SULAIMAN |
|
|
| KARACHI:
November 16, 2000 |
|
Chief Executive |
|
|
|
|
| Cash
Flow Statement for the year ended June 30, 2000 |
|
|
|
|
2000 |
1999 |
|
|
Note |
(Rupees) |
(Rupees) |
|
|
| CASH
FLOW FROM OPERATING ACTIVITIES: |
|
| Cash
generated from operations |
|
A |
62,749,841 |
14,139,759 |
|
| Financial
charges paid |
|
(13,149,887) |
(13,263,308) |
|
| Taxes paid |
|
(3,001,635) |
(5,508,082) |
|
|
------------------ |
------------------ |
|
| Net
cash inflow/(outflow) from operating activities |
|
46,598,319 |
(4,631,631) |
|
|
| CASH
FLOW FROM INVESTING ACTIVITIES: |
|
| Fixed
capital expenditure (including capital work in progress) |
(2,408,119) |
(4,153,211) |
|
| Sale
proceeds of fixed assets |
|
673,925 |
34,000 |
|
|
------------------ |
------------------ |
|
| Net
cash (out flow) from investing activities |
|
(1,734,194) |
(4,119,211) |
|
|
| CASH
FLOW FROM FINANCING ACTIVITIES: |
|
| Repayment
of short term loan |
|
-- |
(20,000,000) |
|
| Repayment
of liabilities against assets subject to finance lease |
(488,430) |
(738,333) |
|
| Dividend paid |
|
(8,968,396) |
(8,153,585) |
|
|
------------------ |
------------------ |
|
| Net
cash (outflow) from financing activities |
|
(9,456,826) |
(28,891,918) |
|
|
|
------------------ |
------------------ |
|
| Net
increase/(decrease) in cash and equivalents |
|
35,407,299 |
(37,642,760) |
|
|
|
|
|
| Cash
and cash equivalents at the beginning of the year |
B |
(109,081,979) |
(71,439,219) |
|
|
|
------------------ |
------------------ |
|
| Cash
and cash equivalents at the end of the year |
B |
(73,674,680) |
(109,081,979) |
|
|
|
========== |
========== |
|
|
| Notes
to the Cash Flow Statement |
|
| for
the year ended June 30, 2000 |
|
|
|
2000 |
1999 |
|
|
(Rupees) |
(Rupees) |
|
|
| A.
CASH FLOW FROM OPERATING ACTIVITIES: |
|
| Profit
before taxation |
|
1,849,070 |
13,089,338 |
|
| Add/(less)
adjustment for non-cash charges and other items: |
|
|
| Depreciation
& amortization |
|
5,545,595 |
6,118,693 |
|
| Provision
for gratuity |
|
189,682 |
1,182,132 |
|
| Profit
on sale of fixed assets |
|
(289,967) |
(25,978) |
|
| Financial
charges |
|
13,149,887 |
13,263,308 |
|
|
------------------ |
------------------ |
|
| Profit
before working capital changes |
|
20,444,267 |
33,627,493 |
|
|
| Effect
on cash flow due to working capital changes |
|
| (Increase)/decrease
in stock in trade |
|
(6,272,351) |
11,962,420 |
|
| (Increase)
in store & spares |
|
(786,643) |
(370,688) |
|
| Decrease/(Increase)
in trade debtors |
|
63,276,381 |
(6,053,298) |
|
| Decrease/(increase)
in loans advances & deposits |
|
|
|
| (excluding
taxation) |
|
6,700,254 |
(9,090,603) |
|
| (Decrease)
in creditors & accrued liabilities |
|
(20,612,067) |
(15,935,565) |
|
|
------------------ |
------------------ |
|
|
42,305,574 |
(19,487,734) |
|
|
------------------ |
------------------ |
|
| Cash
generated from operations |
|
62,749,841 |
14,139,759 |
|
|
========== |
========== |
|
|
| B.
CASH AND CASH EQUIVALENTS: |
|
| Cash
and bank balances |
|
1,153,654 |
3,503,265 |
|
| Short
term running finances |
|
(74,828,334) |
(112,585,244) |
|
|
------------------ |
------- |
