| Allied Motors Limited |
|
|
|
|
|
|
|
|
| Annual
Report 2001 |
|
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| CONTENTS |
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|
| Company
Information |
|
|
| Notice
of Meeting |
|
|
| Directors'
Report |
|
|
| Auditors'
Report |
|
|
| Balance Sheet |
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|
|
| Profit
& Loss Account |
|
|
| Cash
Flow Statement |
|
| Statement
of Changes in Equity |
|
|
| Notes
to the Accounts |
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|
|
|
| COMPANY
INFORMATION |
|
|
| BOARD
OF DIRECTORS |
|
| K. Asif Rahman |
|
Chairman & Chief
Executive |
|
| Farouk Majid |
|
|
| P. K. Shahani |
|
|
| Imran Hussain |
|
(Nominee of NIT) |
|
| Fazlur Rahman |
|
|
| Kamal
Mahmood |
|
| Sultan Ahmed |
|
|
| COMPANY
SECRETARY |
|
| Asif Mahmood |
|
|
| AUDITORS |
|
| Nasir
Javaid Maqsood |
|
| Chartered
Accountants |
|
| 27-B
Writers Chamber |
|
| Mumtaz
Hasan Road, |
|
| Karachi. |
|
|
| REGISTERED
OFFICE |
|
| D-168,
Sindh Industrial Trading Estate |
|
| Haroonabad |
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| Karachi-75700 |
|
|
| FACTORY |
|
| Plot
Nos. A 1 - A 50 Hub Industrial Trading Estate |
|
| Hub,
District Lasbela (Balochistan) |
|
|
| REGISTRAR |
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| Gangjees
Investment & Finance Consultants |
|
| 513,
Clifton Centre, Khayaban-e-Roomi, Block-5, |
|
| Clifton,
Karachi-75600 |
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|
|
| NOTICE
OF ANNUAL GENERAL MEETING |
|
|
| NOTICE
is hereby given that the nineteenth Annual General Meeting of the
Shareholders of Allied |
|
| Motors
Limited will be held on Tuesday, December 11, 2001 at 9.00 A.M. at the
Registered Office |
|
| of
the Company, situated at D-168, S.I.T.E., Haroonabad, Karachi to transact the
following business. |
|
|
| 1.
To confirm the Minutes of the eighteenth Annual General Meeting held on
December 21, 2000. |
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|
|
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| 2.
To receive, consider and adopt the Audited Accounts of the Company for the
year ended |
|
| June
30, 2001 together with the Directors' and Auditors' Report thereon. |
|
|
|
|
| 3.
To elect Seven (7) Directors for a period of 3 years in place of retiring
Directors Messers |
|
| K.
Asif Rahman, Farouk Majid, Imran Hussain (Nominee of N.I.T.), Kamal Mahmood,. |
|
| P.
K. Shahani, Fazlur Rahman and Sultan Ahmed. The number of Directors fixed by
the board |
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| for
election is Seven (7). |
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|
|
|
|
| 4.
To appoint Auditors of the Company for the year 2001-2002 and to fix their
remuneration. |
|
| The
present Auditors Nasir Javaid Maqsood Chartered Accountants retire and.,
being eligible, |
|
| offer
themselves for reappointment. |
|
|
|
| 5.
To transact any other ordinary business of the Company with the permission of
the Chair. |
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|
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|
BY ORDER OF THE BOARD |
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|
Asif Mahmood |
|
| Karachi:
November 05, 2001 |
|
Company Secretary |
|
|
| NOTES: |
|
|
| 1.
The Share Transfer Books of the Company will remain closed from November 28,
2001 through |
|
| December
11, 2001 (both days inclusive). |
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|
|
|
|
| 2.
A member eligible to attend and vote at the Meeting may appoint another
member as his/ |
|
| her
proxy to attend and vote instead of him/her. Proxies in order to be effective
must be |
|
| deposited
at Registered Office of the Company not later than 48 hours before the time
of |
|
| holding
of the meeting. |
|
|
|
|
|
|
| 3.
Shareholders are requested to immediately notify change of address, if any,
to our Registrar, |
|
| Gangjees
Investment & Finance Consultants 513, Clifton Centre, Khayaban-e-Roomi, |
|
| Block-5,
Clifton, Karachi-75600. |
|
|
| 4.
CDC shareholders are requested to bring their National Identity Cards,
Account and Participant's |
|
| ID
Number, while attending the Meeting for identification. |
|
|
|
| DIRECTORS'
REPORT |
|
|
| Your
Directors welcome you to the nineteenth Annual General Meeting and place
before you the |
|
| Annual
Report together with the Audited Accounts of the Company for the year ended
June 30, |
|
| 2001. |
|
|
| Financial
Results |
|
| The
financial results are summarized as under: |
|
|
|
|
|
2001 |
2000 |
|
|
|
(Rupees
'000) |
|
|
| Net Sales |
|
|
2003 |
8,783 |
|
| Gross Loss |
|
|
(3,001) |
(2,354) |
|
| Operating Loss |
|
|
(7,398) |
(5,794) |
|
| Loss
Before Taxation |
|
|
(6,634) |
(4,270) |
|
| Loss
After Taxation |
|
|
(6,644) |
(4,317) |
|
| Earnings/(Loss)
Per Share |
|
|
(0.74) |
(0.48) |
|
| Unappropriated
Loss |
|
|
(157,126) |
(152,809) |
|
| Accumulated
Loss |
|
|
(163,770) |
(157,126) |
|
|
| During
the year under review, the Company sold 14 units of small horse power
Tractors from the |
|
| left
over inventory, under the brand name of "Allied - 35". The reason
for incurring losses is mainly |
|
| that
production of tractors is almost negligible due to compromise agreement with
"FORD" whereas |
|
| fixed
expenditure of the plant are constant. |
|
|
| Between
the last Directors' Report and during the financial year under review,
following changes |
|
| have occurred. |
|
|
| The
sincere efforts made during last couple of years have resulted in reaching a
Technology Transfer |
|
| Agreement
with the leading Chinese Tractor Manufacturing Company. The Agreement is in
line |
|
| with
the Government Deletion Programme for assembly Cum-Progressive Manufacturing
of |
|
| 50-HP Tractors. |
|
|
| The
management has started the process of indigenisation of the 62% components by
Local Vendors |
|
| and
also the production facilities are being made operational to start the
production of the Tractors |
|
| without
any hindrance. |
|
|
| The
plant capacity of Allied Motors Limited is 6,000 Tractors per annum on most
.modern paint |
|
| shop,
engine Dyno testing facility and automatic assembly conveyor with Dollies. We
are confident |
|
| that
our re-joining industry will be quite feasible and timely decision. |
|
|
| It
is also a matter of great significant that recently management of Shanghai
Tractor & Internal |
|
| Combustion
Engine Corporation's, Agriculture Division is being taken over by World
renowned |
|
| Tractor
manufacturer CASE NEW HOLLAND of the Fiat concern, this change of management
will |
|
| certainly
contribute to boost the confidence of end users. The Tractors being produced
by Shanghai |
|
| Tractor
& internal Combustion Engine Corporation would be of quality to match the
competition. |
|
|
| We
also assure our Share-Holders that all our efforts are in the direction to
make the project viable |
|
| for
the Company and would come upto the expectations of our Share Holders in the
Shortest possible |
|
| period. |
|
|
| Auditors |
|
| The
retiring Auditors Nasir Javaid Maqsood Chartered Accountants, being eligible,
offer |
|
| themselves
for reappointment. |
|
|
| Pattern
of Shareholding |
|
| The
pattern of shareholding is attached. |
|
|
| The
management would like to place on record its appreciation of the work of
senior management, |
|
| executives
and other members of the staff without whose unstinted support it would not
have |
|
| been
possible to continue the Company's operations. |
|
|
|
|
FOR AND ON BEHALF OF THE BOARD |
|
|
|
|
|
|
|
|
|
K. Asif Rahman |
|
| Karachi:
November 05, 2001 |
|
Chairman |
|
|
|
| PATTERN
OF SHAREHOLDING AS AT JUNE 30, 2001 |
|
|
| No. of |
Share
Holding |
Total Shares |
|
|
| Share Holders |
From |
To |
Held |
|
|
|
|
| 629 |
1 |
100 |
58,639 |
|
| 448 |
101 |
500 |
102,355 |
|
| 81 |
501 |
1000 |
70,675 |
|
| 107 |
1001 |
5000 |
228,826 |
|
| 15 |
5001 |
10000 |
107,563 |
|
| 4 |
10001 |
15000 |
46,665 |
|
| 3 |
15001 |
20000 |
53,798 |
|
| 1 |
20001 |
25000 |
22,800 |
|
| 1 |
25001 |
30000 |
25,900 |
|
| 1 |
30001 |
35000 |
30,666 |
|
| 1 |
55001 |
60000 |
58,833 |
|
| 1 |
60001 |
65000 |
64,700 |
|
| 1 |
145001 |
150000 |
145,700 |
|
| 1 |
265001 |
270000 |
267,200 |
|
| 1 |
690001 |
695000 |
691,094 |
|
| 1 |
860001 |
865000 |
864,400 |
|
| 1 |
1105001 |
1110000 |
1,108,906 |
|
| 1 |
2355001 |
2360000 |
2,357,540 |
|
| 1 |
2690001 |
2695000 |
2,693,740 |
|
| ------------------ |
|
------------------ |
|
| 1,299 |
|
9,000,000 |
|
| ========== |
|
========== |
|
|
| Categories
of Shareholders |
|
Number |
Share Held |
Percentage |
|
|
| Joint
Stock Company |
|
1 |
166 |
0.00 |
|
| Financial
Institutions |
|
2 |
1,131,600 |
12.57 |
|
| Central
Depository Company |
|
1 |
2,357,540 |
26.20 |
|
| Insurance
Companies |
|
2 |
123,533 |
1.37 |
|
| Investment
Company |
|
1 |
145,700 |
1.62 |
|
| Individuals |
|
1289 |
747,721 |
8.31 |
|
| Associated
Company |
|
1 |
2,693,740 |
29.93 |
|
| Foreign
Investors |
|
2 |
1,800,000 |
20.00 |
|
|
|
------------------ |
------------------ |
------------------ |
|
|
|
1299 |
9,000,000 |
100.00 |
|
|
========== |
========== |
========== |
|
|
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
|
| We
have audited the annexed balance sheet of Allied Motors Limited as at June
30, 2001 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 nec- |
|
| essary
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. |
|
| Au
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 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 account and are further in accordance with account- |
|
| ing
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
state- |
|
| ment
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 respec- |
|
| tively
give a true and fair view of the state of the company's affairs as at June
30, 2001 |
|
| and
of the loss, its cash flows and changes in equity for the year then ended;
and |
|
|
| (d)
in our opinion no Zakat was deductible at source under the Zakat and Ushr
Ordinance, 1980. |
|
|
|
|
|
|
|
Nasir Javaid Maqsood |
|
| Karachi:
November 05, 2001 |
|
Chartered Accountants |
|
|
|
| BALANCE
SHEET AS AT JUNE 30, 2001 |
|
|
|
Note |
2001 |
2000 |
|
|
|
(Rupees
'000) |
|
|
| Capital
& Liabilities |
|
|
| Authorised
Share Capital |
|
| 21,800,000
Ordinary Shares of Rs. 10/- each |
|
218,000 |
218,000 |
|
|
|
========== |
========== |
|
|
| Issued,
Subscribed & Paid-up Capital |
3 |
90,000 |
90,000 |
|
|
|
|
|
|
| Reserves |
|
|
|
| Capital |
|
4 |
86,194 |
86,194 |
|
| Revenue |
|
5 |
(153,870) |
(147,226) |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
(67,676) |
(61,032) |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
|
22,324 |
28,968 |
|
| Long
Term Finance |
|
6 |
5,000 |
-- |
|
| Deferred
Liabilities |
|
|
|
|
| Gratuity
Payable |
|
|
209 |
128 |
|
|
|
|
|
|
|
| Current
Liabilities |
|
|
|
| Short
Term Finance |
|
7 |
547 |
11,045 |
|
| Creditors,
Accrued Expenses & Other Liabilities |
8 |
4,227 |
4,516 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
4,774 |
15,561 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
|
32,307 |
44,657 |
|
|
========== |
========== |
|
|
| Property
& Assets |
|
|
|
|
|
| Fixed
Assets - Tangible |
|
|
|
| Operating
Fixed Assets - Net |
|
9 |
26,253 |
27,515 |
|
| Other |
|
10 |
-- |
7,282 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
26,253 |
34,797 |
|
| Long
Term Investments |
|
11 |
-- |
3,000 |
|
|
|
|
| Current Assets |
|
|
|
| Store,
Spares & Loose Tools |
|
12 |
318 |
354 |
|
| Stock-in-trade |
|
13 |
2,959 |
5,124 |
|
| Deposits,
Prepayments & |
|
|
|
| Other
Receivables |
|
14 |
1,263 |
1,006 |
|
| Cash
& Bank Balances |
|
15 |
1,514 |
376 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
6,054 |
6,860 |
|
|
------------------ |
------------------ |
|
|
|
32,307 |
44,657 |
|
|
========== |
========== |
|
|
| The
annexed notes form an integral part of these accounts. |
|
|
|
K. Asif Rahman |
|
Imran Hussain |
|
|
Chief Executive |
|
Director |
|
|
|
| PROFIT
& LOSS ACCOUNT |
|
| For
the year ended June 30, 2001 |
|
|
|
Note |
2001 |
2000 |
|
|
|
(Rupees
'000) |
|
|
|
|
| Sales |
|
16 |
2,003 |
8,783 |
|
| Cost of Sales |
|
17 |
5,004 |
11,137 |
|
|
|
|
------------------ |
------------------ |
|
| Gross Loss |
|
|
(3,001) |
(2,354) |
|
|
| Operating
Expenses |
|
| Administration
and General Expenses |
18 |
2,997 |
1,602 |
|
| Selling
and Distribution Expenses |
|
19 |
548 |
588 |
|
| Financial
Charges |
|
20 |
852 |
1,250 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
4,397 |
3,440 |
|
|
|
|
------------------ |
------------------ |
|
| Operating loss |
|
|
(7,398) |
(5,794) |
|
| Provision
for diminution in value of Investments |
|
-- |
(2,000) |
|
| Other Income |
|
21 |
764 |
3,524 |
|
|
|
|
------------------ |
------------------ |
|
| Loss
for the year before taxation |
|
|
(6,634) |
(4,270) |
|
| Taxation
- Current |
|
22 |
10 |
47 |
|
|
|
|
------------------ |
------------------ |
|
| Loss
After Taxation |
|
|
(6,644) |
(4,317) |
|
| Accumulated
Loss Brought Forward |
|
(157,126) |
(152,809) |
|
|
|
|
------------------ |
------------------ |
|
| Accumulated
Loss Carried Forward |
|
(163,770) |
(157,126) |
|
|
|
|
========== |
========== |
|
| Basic
earnings / (loss) per Share |
23 |
(0.74) |
(0.48) |
|
|
|
|
========== |
========== |
|
|
| The
annexed notes form an integral part of these accounts. |
|
|
|
K. Asif Rahman |
|
Imran Hussain |
|
|
Chief Executive |
|
Director |
|
|
|
| CASH
FLOW STATEMENT |
|
| For
the year ended June 30, 2001 |
|
|
|
Note |
2001 |
2000 |
|
|
|
(Rupees
'000) |
|
|
|
| CASH
FLOW FROM OPERATING ACTIVITIES |
|
| Profit/(loss)
after taxation |
|
(6,644) |
(4,317) |
|
|
|
| Adjustments
for: |
|
| Depreciation |
|
1,604 |
1,711 |
|
| Gain
on sale of fixed assets |
|
(518) |
(1,338) |
|
| Provision
for Gratuity |
|
81 |
74 |
|
| Provision
for diminution in value of Investment |
|
-- |
2,000 |
|
|
|
------------------ |
------------------ |
|
|
|
1,167 |
2,447 |
|
|
|
------------------ |
------------------ |
|
| Net
loss from operating activities before working capital changes |
(5,477) |
(1,870) |
|
| Working
Capital changes |
|
1,655 |
7,526 |
|
|
|
------------------ |
------------------ |
|
| Net
cash from operating activities |
|
(3,822) |
5,656 |
|
|
|
|
| Cash
flow from Investing Activities |
|
| Fixed
Capital Expenditures |
|
(342) |
-- |
|
| Sales
proceeds of Long Term Investment |
|
3,000 |
-- |
|
| Sale
proceeds of fixed assets |
|
7,800 |
3,926 |
|
|
|
------------------ |
------------------ |
|
| Net
cash generated from Investing Activities |
|
10,458 |
3,926 |
|
|
| Cash
Flow from Financing Activities |
|
| Long-term
finance |
|
5,000 |
-- |
|
| Repayment
to Associated undertakings |
|
(10,498) |
(12,000) |
|
|
|
------------------ |
------------------ |
|
| Net
cash used in Financing Activities |
|
(5,498) |
(12,000) |
|
|
|
------------------ |
------------------ |
|
| Net
Increase/(decrease) in cash and cash equivalents |
1,138 |
(2,418) |
|
| Cash
and Cash equivalents at the beginning of the year |
376 |
2,794 |
|
|
|
|
------------------ |
------------------ |
|
| Cash
and equivalents at the end of the year |
16 |
1,514 |
376 |
|
|
|
========== |
========== |
|
|
|
|
| WORKING
CAPITAL CHANGES |
|
| (Increase)/decrease
in current assets |
|
| Store,
Spares and Loose tools |
|
36 |
39 |
|
| Stock-in-trade |
|
2,165 |
7,452 |
|
| Trade debts |
|
-- |
620 |
|
| Advances,
Deposits and Pre-payments |
|
(257) |
(74) |
|
|
|
------------------ |
------------------ |
|
|
|
1,944 |
8,037 |
|
| Increase/(decrease)
in current liabilities |
|
|
|
| Creditors,
Accrued Expenses and Other Liabilities |
|
(289) |
(511) |
|
|
|
------------------ |
------------------ |
|
|
|
1,655 |
7,526 |
|
|
|
========== |
========== |
|
|
|
K. Asif Rahman |
|
Imran Hussain |
|
|
Chief Executive |
|
Director |
|
|
|
|
|
| STATEMENT
OF CHANGES IN EQUITY |
|
| For
the year ended June 30, 2001 |
|
|
|
|
Issued, |
Capital |
General |
Accumulated |
Total |
|
|
|
Subscribed |
Reserve |
Reserve |
Profit/(Loss) |
|
|
|
|
and Paid-up |
|
|
|
|
|
Capital |
|
|
|
|
|
|
(Rupees '000) |
|
|
|
|
|
| Balance
as at July 01, 1999 |
90,000 |
86,194 |
9,900 |
(152,809) |
33,285 |
|
|
| Profit
/ (Loss) after taxation |
-- |
-- |
-- |
(4,317) |
(4,317) |
|
|
| Interim
Dividend |
-- |
-- |
-- |
-- |
-- |
|
| Final Dividend |
|
-- |
-- |
-- |
-- |
-- |
|
|
|
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
|
| Balance
as at June 30, 2000 |
90,000 |
86,194 |
9,900 |
(157,126) |
28,968 |
|
|
|
|
|
|
|
|
|
| Profit
/ (Loss) after taxation |
-- |
-- |
-- |
(6,644) |
(6,644) |
|
|
| Interim
Dividend |
-- |
-- |
-- |
-- |
-- |
|
| Final Dividend |
|
-- |
-- |
-- |
-- |
-- |
|
|
|
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
|
| Balance
as at June 30, 2001 |
90,000 |
86,194 |
9,900 |
(163,770) |
22,234 |
|
|
|
|
========== |
========== |
========== |
========== |
========== |
|
|
|
|
K. Asif Rahman |
|
Imran Hussain |
|
|
Chief Executive |
|
Director |
|
|
|
|