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Ghandhara Nissan Diesel Limited
Annual Report 2001
CONTENTS
Company Information
Notice of Annual General Meeting
Chairman's Review and Directors' Report
Auditors' Report to the Members
Balance Sheet
Profit and Loss Account
Cash Flow Statement
Statement of Changes in Equity
Notes to the Accounts
Pattern of Shareholding
COMPANY INFORMATION
BOARD OF DIRECTORS
Mr. Raza Kuli Khan Khattak Chairman and Chief Executive
Lt. Gen. (Retd.) Ali Kuli Khan Khattak
Mr. Ahmed Kuli Khan Khattak
Mr. Mushtaq Ahmed Khan
Chaudhry Sher Muhammad
Mr. Mitsuo Doi
Mr. Kazuaki Sasame
Syed Haroon Rashid
Mr. Ather Hussain Medina
CHIEF OPERATING OFFICER
Mr. Tariq Khalil
SECRETARY
Mr. Aqiel Amjad Ghani
REGISTERED OFFICE AUDITORS
Ghandhara House, Taseer Hadi Khalid & Co.
109/2, Clifton, Chartered Accountants,
Karachi. First Floor,
Shaikh Sultan Trust Building No. 2
FACTORY Beaumont Road, Karachi.
Port Bin Qasim,
Karachi. LEGAL ADVISORS
Shaukat Law Associates,
BANKERS OF THE COMPANY 217, Central Hotel Annexe,
Bank Al Falah Abdullah Haroon Road,
Allied Bank of Pakistan Ltd. Karachi.
Standard Chartered Grindlays Bank
The Bank of Tokyo - Mitsubishi, Ltd. SHARE REGISTRARS
Credit Agricole Indosuez T.H.K. Associates (Pvt) Ltd.
Emirates Bank International PJSC. Ground Floor,
Habib Bank Limited Shaikh Sultan Trust Building No. 2
The Hong Kong & Shanghai Banking Corporation Beaumont Road, Karachi.
Muslim Commercial Bank Ltd.
Societe Generale Bank
United Bank Ltd.
National Bank of Pakistan Ltd.
Union Bank Limited.
Indus Bank Limited.
Askari Commercial Bank Ltd.
Habib Bank AG Zurich
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 15th Annual General Meeting of Shareholders of Ghandhara Nissan
Diesel Limited will be held on Wednesday, the 26th December, 2001 at 11.30 A.M., at the
Registered Office of the Company, Ghandhara House, 109/2, Clifton, Karachi, to transact the
following business:
1. To receive .and consider the Audited Accounts of the Company for the year ended
30th June, 2001.
2. To appoint Auditors for the year ending 30th June, 2002 and to fix their remuneration. The
retiring Auditors, Messrs Taseer Hadi Khalid & Co., Chartered Accountants, being eligible,
offer themselves for reappointment.
Special Business
3. To consider and approve the increase of Authorized Capital from Rs. 120 Million to
Rs. 200 Million divided into 20 Million Ordinary Shares of Rs. 10/= each, and to amend the
Memorandum and Articles of Association of the Company Accordingly.
4. To transact any other business with the permission of the Chairman.
By Order of the Board
AQIEL AMJAD GHANI
Karachi: 22nd November, 2001. Company Secretary
Statement Under Section 160 (1) (b) of the Companies Ordinance, 1984 pertaining
to the special business is annexed to this notice.
NOTES:
1. The Share Transfer Books of the Company will remain closed from 13th December, 2001 to
26th December, 2001, (both days inclusive). The same book closure will determine the
entitlement of Right Shares.
2. Shareholders are requested to intimate any change in their address to our Share Registrars,
Messrs THK Associates (Pvt) Ltd., Shares Department, Ground Floor, Sheikh Sultan Trust
Building No. 2, Beaumont Road, Karachi.
3. A Member entitled to attend and vote at the Annual General Meeting may appoint another
member as his/her Proxy to attend and vote instead of him/her. Form of Proxy is enclosed with
the Annual Report. Votes may be given personally or by Proxy or by Attorney or, in case of a
Corporation, by a representative. The instrument of Proxy, duly stamped, signed and
witnessed, should be lodged at the Registered Office of the Company at Ghandhara House,
109/2, Clifton, Karachi-6, not later than 48 hours before the time of the meeting.
CDC Account Holders will further have to follow the under mentioned guidelines as laid down in
Circular-I dated January 26, 2000 issued by the Securities and Exchange Commission of Pakistan.
(a) For Attending the Meeting
(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/her identity by showing his original National Identity
Card (NIC) at the time of attending the meeting.
(ii) In case of corporate entity, the Board of Directors' resolution/power of attorney with
specimen signature of the nominee shall be produced (unless it has been provided earlier)
at the time of the meeting.
(b) For 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 submit the proxy form as per the above requirement.
(ii) Attested copies of NIC of the beneficial owners and the proxy shall be furnished with the
proxy form.
(iii) The proxy shall produce his original NIC at the time of the meeting.
STATEMENT UNDER SECTION 160 (1) (b) OF THE COMPANIES ORDINANCE, 1984.
The approval of the shareholders is sought for increase in the Authorized Capital from Rs. 120
Million to Rs. 200 Million divided into 20 Million Ordinary Shares of Rs. 10/= each.
For this purpose, it is proposed that the following Resolution be passed as Special Resolution:-
"Resolved that the Authorized Capital of the Company be increased from Rs. 120 Million to Rs. 200
Million divided into 20 Million Ordinary Shares of Rs. 10/= each.
Further Resolved that the Memorandum of Association and Articles of Association of the Company
be altered by substituting for the words and figures Rupees One Hundred Twenty Million
(Rs. 120, 000,000) divided into Twelve Million (12,000,000) Ordinary Shares appearing in clause
V and Article 3.01 respectively, with words and figures Rupees Two Hundred Million (Rs.
200,000,000) divided into Twenty Million (20,000,000) Ordinary Shares of Rs. 10/= each."
CHAIRMAN'S REVIEW & DIRECTORS' REPORT
It gives me great pleasure to welcome you on behalf of your Directors and on my own behalf, to the
Fifteenth Annual General Meeting of your Company.
It is heartening to note that despite the depressed market for most part of the year, losses have been
reduced, and as I had stated in my last year's review, the management with all its efforts and Allah's
blessings is bringing the Company back on the road to profitability.
OPERATING RESULTS:
Year ended Year ended
30th June, 2001 30th June, 2001
(Rupees in Thousands)
Sales and Services 527,429 548,643
Gross Profit 54,278 33,026
Provision for Taxes (Net) 2,681 4,098
Unappropriated Loss brought forward (87,994) (31,671)
Unappropriated Loss carried forward (111,235) (87,994)
A comparison of production and sales for the year under review with 1999/2000 is given below:-
Year ended 30th June, 2001 Year ended 30th June, 2000
Production Sales Production Sales
300 301 327 357
Unit sales declined by 15.68%.
LOSS PER SHARE:
The loss per share for the year under review amounted to Rs. 2.99.
AUDITORS' REPORT:
The Auditors' Report has been qualified for not providing an amount of Rs. 3.912 Million held with
Indus Bank Limited and which is included in cash and bank balances.
The Directors are of the opinion that no provision is required to be made in the accounts, as the amount
is recoverable in view of the legal steps undertaken for its recovery.
BOARD OF DIRECTORS:
During the year under review, election of Directors for a fresh term of three years effective 28th March.
2001 were held on 28th March, 2001, to elect ten directors as determined by the Board U/S 178(1) of
the Companies Ordinance 1984.
The following ten persons (being the ultimate contestants), were deemed to be elected Directors at the
Extra-Ordinary General Meeting held on 28th March, 2001.
1. Mr. Raza Kuli Khan Khattak 2. Lt. Gen. (Retd.) Ali Kuli Khan Khattak
3. Mr. Ahmed Kuli Khan Khattak 4. Mr. Mushtaq Ahmed Khan - FCA
5. Chaudhry Sher Mohammad 6. Mr. Mitsuo Doi
7. Mr. Taiji Hatanaka 8. Mr. Kazuaki Sasame
9. Syed Zubair Ahmed 10. Mr. Ather Hussain Medina
Subsequent to the year end Mr. Taiji Hatanaka has tendered his resignation from the Board of Directors,
which was accepted on 16th November, 2001.
The Directors wish to record their appreciation for the services rendered by the retiring directors and
welcome the incoming directors.
RIGHT ISSUE:
The Directors propose a 60% right issue of shares U/S-86 of the Companies Ordinance 1984 to the exist-
ing shareholders. The proceeds of the proposed issue will supplement the Working Capital requirements
of the Company.
APPOINTMENT OF AUDITORS:
The retiring auditors M/s. Taseer Hadi Khalid & Co. Chartered Accountants, being eligible, have offered
themselves for reappointment.
PATTERN OF SHAREHOLDING:
The pattern of shareholding of the Company as at 30th June, 2001 is given on page 30.
ASSISTANCE BY OUR PRINCIPALS:
The Directors and Management would like to thank your Company's Principals and Business Partners
M/s. Nissan Diesel Motor Co. Ltd. and M/s. Tomen Corporation, Japan, for their support and co-opera-
tion.
LABOUR - MANAGEMENT RELATIONS:
Your Directors express complete satisfaction and pleasure at the labour - management relations, which
remained very cordial throughout the year.
MANAGEMENT/STAFF/WORKERS/DEALERS/VENDORS
Your Directors would like to express their heartfelt appreciation for the hard work, dedication and sincere
efforts of the management, staff, workers, dealers and vendors, and look forward to the same in future
as well.
FUTURE PROSPECTS:
The recovery in the market which had started showing in the first quarter of the year has been hampered
by the Afghan War. At present the situation is very uncertain. However the present situation might
ultimately prove beneficial for the market of heavy duty commercial vehicles, should things settle down
in Afghanistan, coupled with greater economic activity within the country.
For and on behalf of the Board of Directors
RAZA KULI KHAN KHATTAK
KARACHI: 16th November, 2001 Chairman/Director
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed Balance Sheet of GHANDHARA NISSAN DIESEL LIMITED as at 30
June, 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
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) as more fully explained in note 10.1, cash and bank balances include deposit of Rs. 3.912 million
held with Indus Bank Limited. The bank's operations were ceased by the Sate Bank of Pakistan
due to various irregularities and the bank in now under liquidation. The Company's management
is hopeful of full recovery of the balance once the affairs of the bank are sorted out. We consider
that in the absence of any evidence from the bank supporting the recovery of the balance, full
amount should have been provided for;
(b) in our opinion, proper books of account have been kept by the Company as required by the
Companies Ordinance, 1984;
(c) 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;
(d) except for the financial effect of the matter referred to in para (a) above, 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
30 June 2001 and of the loss, its cash flows and changes in equity for the year then ended; and
(e) in our opinion, no zakat was deductible at source under the Zakat and Ushr Ordinance, 1980
(XVIII of 1980).
Date: 16th November, 2001 TASEER HADI KHALID & CO.
KARACHI. CHARTERED ACCOUNTANTS
BALANCE SHEET AS AT 30 JUNE, 2001
NOTE 2001 2000
Rs '000 Rs '000
FIXED ASSETS 3 158,859 173,334
LONG TERM INVESTMENT 4 1,050 1,875
DEPOSIT AGAINST LEASE FACILITY 612 1,299
DEFERRED DEVELOPMENT EXPENDITURE 5 1,783 2,675
CURRENT ASSETS
Stores, spares and loose tools 6 1,988 1,375
Stock in trade 7 37,098 90,717
Trade debtors 8 25,865 19,265
Advances, deposits, prepayments
and other receivables 9 107,386 108,095
Cash and bank balances 10 8,341 25,235
------------------ ------------------
180,678 244,687
CURRENT LIABILITIES
Current maturity of lease facility 298 3,826
Finance under mark-up
arrangements - secured 11 117,293 118,803
Bills payable -- 5,144
Creditors, accrued expenses
and other liabilities 12 83,679 134,838
Unclaimed dividends 299 300
Taxation 13 8,234 5,553
------------------ ------------------
209,803 268,464
------------------ ------------------
NET CURRENT LIABILITIES (29,125) (23,777)
------------------ ------------------
TOTAL ASSETS LESS CURRENT LIABILITIES 133,179 155,406
========== ==========
SHARE CAPITAL 14 77,679 77,679
GENERAL RESERVE 36,000 369000
ACCUMULATED LOSS (111,235) (87,994)
------------------ ------------------
2,444 25,685
SURPLUS ON REVALUATION
OF FIXED ASSETS 15 120,760 120,760
OBLIGATIONS UNDER FINANCE LEASE 16 456 229
DEFERRED LIABILITIES - Staff gratuity 9,519 8,732
CONTINGENCIES AND COMMITMENTS 17 ------------------ ------------------
133,179 155.41
========== ==========
These accounts should be read in conjunction with the attached notes.
RAZA KULI KHAN KHATTAK CH. SHER MUHAMMAD
Chief Executive Director
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE, 2001
NOTE 2001 2000
Rs '000 Rs '000
Sales and services - Net 18 527,429 548,643
Cost of goods sold 19 473,151 515,617
------------------ ------------------
Gross profit 54,278 33,026
Administration and selling expenses 20 55,994 52,960
------------------ ------------------
Operating loss (1,716) (19,934)
Other income 21 591 4,933
------------------ ------------------
(1,125) (15,001)
Financial charges 22 (19,435) (37,224)
------------------ ------------------
Loss before taxation (20,560) (52,225)
Provision for taxation
- Current year (2,681) (3,564)
- Prior year -- (534)
------------------ ------------------
(2,681) (4,098)
------------------ ------------------
Loss after taxation (23,241) (56,323)
Accumulated loss brought forward (87,994) (31,671)
------------------ ------------------
Accumulated loss carded forward (111,235) (87,994)
========== ==========
LOSS PER SHARE - basic and diluted 26 (2.99) (7.25)
========== ==========
These accounts should be read in conjunction with the attached notes.
RAZA KULI KHAN KHATTAK CH. SHER MUHAMMAD
Chief Executive Director
CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE, 2001
NOTE 2001 2000
Rs '000 Rs '000
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before taxation (20,560) (52,225)
Adjustments for:
Depreciation 15,047 17,451
Provision for diminution in the value of investments 825 --
Provision for doubtful debts 6,726 --
Staff gratuity - net 787 1,556
Mark-up and lease finance charges 18,929 36,664
Loss/(gain) on sale of fixed assets 394 (367)
Amortisation of development expenditure 892 892
------------------ ------------------
23,040 3,971
Changes in operating assets and liabilities
(Increase)/decrease in Stores, spares & loose tools (613) 174
Decrease in Stock in trade 53,619 76,761
(Increase)/decrease in trade debtors (13,326) 11,288
(Increase)/decrease in Advances, deposits & prepayments (24,770) 1,746
(Decrease)/increase in Bills payable (5,144) 577
(Decrease)/increase in Trade creditors (51,059) 36,726
------------------ ------------------
(41,293) 127,272
------------------ ------------------
(18,253) 131,243
------------------ ------------------
Financial charges paid (19,352) (38,879)
Income tax refunded 25,055 19,672
------------------ ------------------
5,703 (19,207)
------------------ ------------------
Net cash flow from operating activities (12,550) 112,036
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditure (1,733) (618)
Long term investment -- (375)
Long term deposits 687 --
Payment of dividend (1) (1)
Sales proceeds of fixed assets sold 767 583
------------------ ------------------
Net cash flow from investing activities (280) (411)
CASH FLOWS FROM FINANCING ACTIVITIES
Lease finance 725 --
Payments of lease rentals (3,279) (6,283)