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SHAHMURAD SUGAR MILLS LIMITED
ANNUAL REPORT 2004
DIRECTORS' REPORT
We are pleased to present the 26th Annual Report together with the Audited Accounts for the year
ended 30th September 2004. Al-Hamdo-lillah, your Company has loss of Rs.0.516 million as
compared to a loss of Rs.77.97 million last year. After making provision for turnover tax, total profit
of the Company for the year works out to Rs.21.011 million. However, after reversal of the excess in
depreciation charges due to revaluation of Fixed Assets, overall profit for the years works out to
Rs.37.743 million as compared to a loss of Rs.70.970 million last year. The last year's
unappropriated loss of Rs.236.488 million has been reduced by the profit of the current year and now
the unappropriated loss carried forward to Balance Sheet is to the extent of Rs. 198.745 million.
After, tax profit per share of the Company inclusive of reversal of depreciation on the revaluation
works out to Rs.420.968 per share. Due to carry over forward loss, the Board has not recommended
any dividend.
SUGAR MILL:
During the year under report, your Mill started crushing on 30lh November 2003 and crushed
617,351 Metric Tons (2003: 576,676 Metric Tons) of sugarcane. Sugar produced was to the extent of
60,775 Metric Tons (2003: 54,135 Metric Tons). Molasses produced was to the extent of 31,150
Metric Tons. (2003: 33,056 Metric Tons). The average recovery for the year was 9.84% as compared
to last year, which was 9.40%. The crushing was 7% higher whereas sugar produced was 12% higher
as compared to last year. The recovery percentage also improved by 4.68% as compared to last year.
During the year market sentiment on sugar was depressed due to excessive quantity of sugar
supplied in the market. The higher production during the last year in the country and specially in
Sindh resulted that the prevailing price were depressed and demand was lesser due to availability of
more sugar than requirement specially in Sindh. Despite lifting of sugar by Trading Corporation of
Pakistan for buffer stock, pressure on sugar price could not be released. Since sugar production in
Sindh is higher than requirement, as such, price of sugar in Sindh will remain under pressure till
demand from other provinces are there. Price of sugarcane fixed for Sindh was higher than Punjab,
and the question arises as to why this discrimination in prices of sugarcane is being maintained
which is a discrimination. In addition, price of sugar in Punjab is much higher than price in Sindh as
Sindh is a surplus province and Mills are forced to liquidate the stock in the market at throw away
price to make payments to the growers.
DISTILLERY UNIT:
As reported earlier, installation of Distillery unit has, Al-Hamdo-lillah, been completed by the end of
the year and currently is in trial operation.
CORPORATE GOVERNANCE:
The Stock Exchange made certain amendments in the Listing Regulations in order to establish good
Corporate Governance. We are pleased to inform you that the Company has taken necessary steps in
this respect to comply with the new statutory requirements and are pleased to state that:
a)                Financial Statements prepared by the management of the Company, presents fairly its
state of affairs, results of its operation, cash flow and the changes in the equity.
b)               Proper Books of Accounts have been maintained by the Company.
fix the price of cane along with sugar price, which is under active consideration at Government level. Once
the formula is finalized, sugar industry of Sindh which is of bad shape at present will come on stream. During
the season, due to shortage of water in lower Sindh, sugarcane cultivation has badly been affected. In addition
acreage of sugarcane plantation has been reduced which has resulted that sugarcane available in lower Sindh
is much lower than the requirements. Accordingly, season 2004-2005 was delayed and started on 15th
December 2004 to obtain maximum recovery as by this time the cane is fully matured.. Crushing upto 2nd
January 2005 was 77,331 Metric Tons with an average recovery of 9.42%. Sugar produced from cane was to
the extent of 6,325 Metric Tons.
DISTILLERY UNIT:
We are pleased to inform our members that Al-Hamdo-lillah, total production of Ethanol upto 2nd January
2005 was to the extent of 7,274 Metric Tons.
The price of molasses has started rising in the local market, which will put pressure on the Distillery Unit
profitability. However, International Price of the Ethanol is also improving and also efforts are being made to
reduce the cost as much as possible through higher recovery.
DIRECTORS:
Election was held in the Extra Ordinary General Meeting of the Company held on 29th March 2004.
Following Directors were elected for a period of three years:
Mr. Ismail H. Zakaria
Mr. Yusuf Ayoob
Mr. Suleman Ayoob
Mr. A. Aziz Ayoob
Mr. Zia I. Zakaria
Mr. Zohair Zakaria
Mr. Ghulam Mohiuddin
Mr. Mohammed Asif
Mr. Shamsuddin Khan
Board appointed Mr. Yusuf Ayoob as Chief Executive and Mr. Ismail H. Zakaria as Chairman for a period of
three years.
During the year, Mr. Shamsuddin Khan, NIT nominee Director resigned on 20th October 2004 and in his
place, NIT nominated Mr. Mian Mumtaz Abdullah who was co-opted by the Board of the Company. The
Board appreciated the services of Mr. Shamsuddin Khan during his tenure and welcome Mr. Mian Mumtaz
Abdullah on the Board.
STAFF RELATIONS:
The total number of employees as on 30th September 2004 were 425 during the year. Relations remained
cordial and very supportive with our staff and workers.
AUDITORS:
The present Auditors, M/s. Hyder Bhimji and Co. Chartered Accountants, retires and offer their services for
re-appointment. The Board of Directors has recommended re-appointment for the year ended 30th September 2005
STATEMENT OF COMPLIANCE WITH THE BEST PRACTICES
ON TRANSFER PRISING
The Company is in the compliance with the best practices on Transfer Pricing as contained in the
relevant Listing Regulations of the Karachi Stock Exchange (Guarantee) Limited and Lahore Stock
Exchange (Guarantee) Limited.
c)                Appropriate  accounting  policies   have   been   applied   in   preparation   of the  financial
statements and the policies are consistently applied except to the extent mentioned in the
Financial  Statements. Further, accounting estimates are based on the reasonable and
prudent judgments.
d)                International  Accounting Standard  as applicable  in Pakistan,  have been  followed  in
preparation of financial statements.
e)               The system of internal control is sound in design and has been effectively implemented and
monitored.
f)                There are no significant doubts upon the Company's ability to continue as a going concern.
g)                There has been no material departure from the best practice of Corporate Governance as
detailed in the listing regulations.
h)              There are no outstanding statutory payments, however, there are some disputed cases,
which are appearing in note No. 13 of the financial statements.
The key operating and financial data of last ten years is given on page No.  11 while pattern of
shareholding has been provided on page No. 37 and 38.
Value of investment of Provident Fund for the financial year ended 30th September 2004   was to the
extent of Rs.4.118 million.
Name of Directors No. of Meetings
Mr. Ismail H. Zakaria 6
Mr. Yusuf Ayoob 6
Mr. Suleman Ayoob 5
Mr. A. Aziz Ayoob 4
Mr. Zia I. Zakaria 4
Mr. Zohair Zakaria 6
Mr. Ghulam Mohiuddin 2
Mr. Mohammed Asif 6
Mr. Shamsuddin Khan 2
Mr. Hussain Aqa Naqvi -
No Director of the Company or their spouse has acquired any share since the change in the listing regulations
of the Karachi Stock Exchange (Guarantee) Limited.
INDUSTRY CONCERN:
Due to shortage of water supply in Sindh, sugarcane crop has badly been affected. Sugarcane crop available
during the year in Sindh is much lower than the existing capacity of the mills. Government has fixed the price
of sugarcane at Rs.43/= per 40 kg for the season 2004-2005 which price was not acceptable to the Pakistan
Sugar Mills Association. Accordingly, representations were made to the concerned quarters to link the price
of sugarcane with the sale price of sugar. The management is pleased to inform our shareholders that proposal
is under consideration at Government level and soon, a decision is expected on the subject from the
concerned Government Departments. It is expected that, Insha Allah, with the introduction of a new system,
the viability of Sugar Mills in Sindh should improve.
FUTURE PROSPECTS:
For the year 2004-2005, Government has declared indicative price of sugarcane for Sindh at Rs.43/= per 40
kg. The price fixed is still not linked with the sugar price. Representation has been made to the Government to
REVIEW REPORT TO THE MEMBERS ON STATEMENT OF
COMPLIANCE WITH BEST PRACTICES OF CODE OF
CORPORATE GOVERNANCE
We have reviewed the Statement of Compliance with the best practices contained in the Code of Corporate
Governance prepared by the Board of Directors of SHAHMURAD SUGAR MILLS LIMITED to comply
with the Listing Regulations No.37 of the Karachi Stock Exchange (Guarantee) Limited where the Company
is listed.
The responsibility for compliance with the Code of Corporate Governance is that of the Board of Directors of
the Company. Our responsibility is to review, to the extent where such compliance can be objectively
verified, whether the Statement of Compliance reflects the status of the Company's compliance with the
provisions of the Code of Corporate Governance and report if it does not. A review is limited primarily to
inquiries of the Company personnel and review of various documents prepared by the Company to comply
with the Code.
As part of our audit of financial statements we are required to obtain an understanding of the accounting and
internal control systems sufficient to plan the audit and develop an effective audit approach. We have not
carried out any special review of the internal control system to enable us to express an opinion as to whether
the Board's statement on internal control covers all controls and the effectiveness of such internal controls.
Based on our review, nothing has come to our attention, which causes us to believe that the Statement of
Compliance does not appropriately reflect the Company's compliance, in all material respects, with the best
practices contained in the Code of Corporate Governance, as applicable to the company for the period ended
September 30, 2004.
STATEMENT OF COMPLIANCE WITH THE CODE OF
CORPORATE GOVERNANCE FOR THE YEAR
ENDED 30™ SEPTEMBER 2004
This Statement is being presented to comply with the Corporate Governance contained in Regulation
No.37 and Chapter XIII of listing regulations of the Karachi Stock Exchange (Guarantee) Limited and
Lahore Stock Exchange (Guarantee) Limited respectively for the purpose of establishing a framework of
good governance, whereby a listed company is managed in compliance with the best practices of
corporate governance.
The Company has applied the principles contained in the Code in the following manner:
01.                 The Board encourages representation of Independent Non Executive Director representing
minority interest on its Board of Directors. At present the Board comprises of ten Directors
including   three   executive   Directors.   The   Company   encourages   representation   of
independent non-executive Directors on its Board. There are five non-executive Directors,
two of them represent NIT and non representing minority shareholders.
02.                 The Directors have confirmed that none of them is serving as a Director in more than ten
listed companies, including the company.
03.                 All the resident Directors of the Company are registered as taxpayers and none of them has
defaulted in payment of any loan to a banking company, a DFI/NBFI or, being a member of
a Stock Exchange, has been declared as a defaulter by that Stock Exchange.
04.                 Casual vacancy occurred in the Board during the current year on resignation by Mr.
Hussain Aqa Naqvi and casual vacancy is filled by Mr. Mumtaz Abdullah who appointed
by the Board of Director of the company.
05.                 The Company has prepared a "Statement of Ethics and Business Practices", which has been
signed by all the Directors and employees of the Company.
06.                 The Board  has developed a vision/mission statement, overall  corporate strategy and
significant policies. A complete record of particulars of significant policies has been
maintained and amended/updated from time to time.
07.                 All  the powers of the Board have been duly exercised and decisions on material
transactions, including appointment and determination of remuneration and terms and
conditions of employment of the CEO and other executive Directors, have been taken by
the Board.
08.                 The meetings of the Board were presided over by the Chairman. The Board met atleast once
in every quarter. Written notices of the meetings, along with the working papers were
circulated at least seven days before the meetings. The minutes of the meeting were
appropriately recorded and circulated.
09.                 The members of the Board are well conversant with their duties and responsibilities.
10.                 The Chief Financial Officer/Company Secretary was appointed prior to the enforcement of
the code of Corporate Governance/Appointment of Head of Internal Audit was approved by
the Board  including his remuneration  and  terms  and  conditions  of employment,  as
determined by the CEO.
11.                 The Directors' Report for the year has been prepared in compliance with the requirements
of the Code and fully described the salient matters required to be disclosed.
12.                 The financial statements of the Company were duly endorsed by CEO and CFO before
approval of the Board.
KEY OPERATION & FINANCIAL DATA FOR LAST TEN YEARS
BALANCE SHEET (Rupees in thousand)
2004 2003 2002 2001 2000 1999 1998 1997 1996 1995
Share Capital 211,187 211,187 211,187 211,187 211,187 211,187 211,187 211,187 191,988 174,535
Reserves -120,850 -159,209 -85,519 66,230 81,696 82,398 80,372 94,709 119,696 114,220
Long Term Liabilities 414,091 255,547 261,354 115,204 16,456 45,876 63,511 119,715 134,867 218,424
Deferred Liabilities 242,810 74,114 59,404 60,416 57,826 59,390 80,366 77,851 131,452 72,037
Current Liabilities 1,096,374 752,574 714,712 765,269 488,311 438,370 593,671 585,474 238,841 299,262
Operating Assets 1,498,675 714,027 510,035 518,556 532,171 546,198 570,865 596,256 621,053 642,824
Long Term Deposits 11,618 5,579 3,105 3,294 4,271 3,650 6,277 13,150 16,428 18,224
Long Term Investment 2,895 2,280 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000
Deferred Cost - - 9,891 0.86 0.86 - - - - -
Current Assets 716,864 589,313 633,106 690,596 313,228 282,373 443,440 474,530 174,363 212,430
TRADING
Turnover 826,086 992,890 802,594 1,284,384 1,216,653 1,258,847 1,459,797 1,040,954 1,318,317 1,304,992
Gross Profit/(Loss) 130,324 50,971 -5,039 165,565 169,628 177,487 190,659 139,238 204,624 184,950
Operating Profit/(Loss) 85,074 7,736 -45,762 109,670 118,114 105,482 108,333 85,690 154,375 126,014
Profit/(Loss) before Tax -77,109 -77,109 -147,511 -8,267 30,356 23,463 -14,267 10,051 54,014 20,988
Profit/(Loss) after Tax 21,011 -82,339 -151,749 -15,466 20,417 17,864 -14,337 10,051 22,930 17,543
Earning Per Share 2.03 -3.9 -7.19 -0.73 0.97 0.85 -0.68 0.48 1.19 1.01
Cash Dividend NIL NIL NIL NIL 10% 7.50% NIL 7.50% NIL NIL
Bonus Shares NIL NIL NIL NIL NIL NIL NIL NIL 10% 10%
SUGAR PRODUCTION
a) From Cane 60,775 54,135 45,030 63,029 61,520 74,055 81,590 73,195 82,800 85,311
b) From Raw Sugar - - - 23,686 - - - - - -
Cane Crushed (M.Tons) 617,351 576,635 470,839 635,615 630,778 767,253 749,111 685,185 791,599 879,022
Sugar Produced (M.Tons) 60,775 54,135 45,030 86,715 61,520 74,055 81,590 73,195 82,800 85,311
Recovery (%) 9.80% 9.40% 9.61% 9.90% 9.73% 9.68% 10.89% 10.69% 10.46% 9.67%
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED SEPTEMBER 30,2004
Unrealized
Issued, loss on Unappro-
Subscribed & General revaluation priated
paid up capital reserves of investment loss Total
............................... Rupees in thousands ............................
Balance as at October 01, 2002 211,187 80,000 - -165,518 125,669
Deficit on revaluation of investment -2,720 -2,720
Amount of incremental depreciation arising
due to surplus on revaluation of fixed assets 11,369 11,369
Net loss for the year ended September 30, 2003 -82,339 -82,339
Balance as at September 30, 2003 211,187 80,000 -2,720 -236,488 51,979
Deficit on revaluation of investment - -
Reversal of diminuation in value of investment 615 615
Net profit for the year ended September 30, 2004 21,011 21,011
Amount of incremental depreciation arising
due to surplus on revaluation of fixed assets 16,732 16,732
Balance as at September 30, 2004 211,187 80,000 -2,105 -198,745 90,337
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed balance sheet of SHAHMURAD SUGAR MILLS LIMITED as at September 30,
2004 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.      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;
the expenditure incurred during the year was for the purpose of the Company's business; and
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 September 30, 2004 and of the profit, its
cash flows and changes in equity for the year then ended; and
d. in our opinion, no zakat deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII
of 1980).
NOTES TO THE ACCOUNTS FOR THE YEAR
ENDED SEPTEMBER 30, 2004
1.     LEGAL STATUS AND OPERATIONS
The Company is a public company incorporated in Pakistan under Companies Act, 1913 (now Companies
Ordinance, 1984). Its shares are quoted on Karachi Stock Exchange in Pakistan and is principally engaged in
production and sale of sugar.
2.     SIGNIFICANT ACCOUNTING POLICIES
2.1    Accounting Convention
These accounts have been prepared under historical cost convention except for certain fixed assets,
which have been included at revaluate amount as stated in Note No. 14 and certain available for sale
investments which are valued as stated in Note No. 16
2.2    Basis of Preparation
These financial statements have been prepared in accordance with approved accounting standards as
applicable in Pakistan and the requirements of Companies Ordinance, 1984. Approved accounting
standards comprised of such International Accounting Standards as notified under the provisions of the
Companies Ordinance, 1984. Wherever the requirements of the Companies Ordinance, 1984 or
directives issued by the Securities & Exchange Commission of Pakistan (SECP) differ with the
requirements of these standards, the requirements of the Companies Ordinance, 1984 or the
requirements of the said directives take precedence.
2.3    Employees Benefits
Defined Controbution Plan
The Company operates an approved provident fund scheme for all its employees eligible for benefit
and contributions there to are made in accordance with the terms of the scheme. Effective from
December 31,2002 the company has abolished the provident fund scheme for its factory workers as per
Agreement with CBA.
Defined Benefit Plan
The company operates an unfunded gratuity scheme covering all its permanent employees eligible to
the benefit under the scheme as per law. Minimum qualifying period for entitlement to gratuity is one
completed year of service with the Company
As per the requirements of IAS-19 "Employee Benefits", actuarial valuation has been carried out for
the year ended September 30, 2004 using "Projected Unit Credit Actuarial Method". Provision has
been made in the financial statements to cover obligations in accordance with the actuarial
recommendation.
PROFIT AND LOSS ACCOUNT FOR THE YEAR
ENDED 30TH SEPTEMBER, 2004
Note 2004 2003
(Rupees in thousand)
Sales 23 826,086 992,890
Cost of sales 24 695,762 941,919
Gross profit 130,324 50,971
Other income 25 -5,176 -15,585