| Bannu Woollen Mills Limited |
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| Annual
Report 1999 |
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| CONTENTS |
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| COMPANY'S
PROFILE |
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| NOTICE
OF ANNUAL GENERAL MEETING |
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| DIRECTORS'
REPORT TO THE MEMBERS |
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| DECADE
AT A GLANCE |
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| GRAPHIC
ILLUSTRATIONS |
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| PATTERN
OF SHAREHOLDING |
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| AUDITORS'
REPORT |
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| BALANCE
SHEET |
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| PROFIT
& LOSS ACCOUNT |
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| CASH
FLOW STATEMENT |
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| NOTES
TO THE ACCOUNTS |
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| COMPANY'S
PROFILE |
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| BOARD
OF DIRECTORS |
RAZA KULI KHAN KHATTAK |
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Chairman |
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MUHAMMAD AZHAR KHAN |
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Chief Executive |
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LT. GEN. (RETD.) ALI KULI
KHAN KHATTAK |
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AHMED KULI KHAN KHATTAK |
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MUSHTAQ AHMAD KHAN FCA |
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MRS. ZEB GOHAR AYUB KHAN |
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MRS. SHAHNAZ SAJJAD AHMAD |
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MRS. SHAHEEN TARIQ KHALIL |
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MANZOOR AHMED SHEIKH
(NIT) |
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MS. FARZANA MUNAF (NIT) |
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| SECRETARY |
|
AMIN-UR-RASHEED |
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|
(Manager, Corporate
Affairs) |
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| AUDITORS |
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HAMEED CHAUDHRI &
CO., |
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Chartered Accountants |
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| BANKERS |
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National Bank of Pakistan |
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Pakistan Industrial
Credit & Investment |
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Corporation. |
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Bank of Khyber |
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| MILLS |
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D.I. KHAN ROAD, BANNU |
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Phone: (0928)
613151-613250 |
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Fax: (0928) 611450 |
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| REGISTERED
OFFICE |
Bannu Woollen Mills
Limited |
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| and
Share Office |
Habibabad, |
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|
Kohat |
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Phone: (0922)
510063-512930, |
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Fax: (0922) 510474 |
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| NOTICE
OF ANNUAL GENERAL MEETING |
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| Notice
is hereby given that 39th Annual General Meeting of the shareholders of |
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| BANNU
WOOLLEN MILLS LIMITED will be held at Registered Office, Habibabad - Kohat on |
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| Thursday
the 30th March, 2000 at 11:30 A.M. to transact the following business:- |
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| 1.
To approve minutes of the last Annual General Meeting held on March 31, 1999. |
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| 2.
To review, consider and adopt the Annual Audited Accounts of the company for
the year |
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| ended
30 September, 1999 together with the Directors' and Auditors' Reports
thereon. |
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|
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| 3.
To consider and approve the payment of cash dividend @ 40% i.e. Rupee 4/- per
Share |
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| for
the year ended 30 September, 1999, as recommended by the Board of Directors
of the |
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| company. |
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| 4.
To appoint Auditors for the year ending 30 September, 2000 and fix their
remuneration. |
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| 5.
To consider any other business which may be placed before the Shareholders
with the |
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| permission
of the chair. |
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By order of the Board |
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|
AMIN-UR-RASHEED |
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|
Company Secretary |
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| KOHAT |
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& |
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| Dated:
8th March, 2000 |
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Manager Corporate Affairs |
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| NOTES: |
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| 1.
The register of members and share transfer books of the company shall remain
closed from |
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| 19th
March, 2000 to 25th March 2000, (both days inclusive) and no transfers shall
be accepted for |
|
| registration
during this period. |
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|
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| 2.
Any member entitled to attend and vote at this meeting shall be entitled to
appoint any other |
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| person
as his/her proxy to attend and vote in respect of him/her and proxy
instrument shall be |
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| received
by the company not less than 48 hours before the meeting. |
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|
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| 3.
The transfer of shares received in the Registered Office of the company at
the close of business |
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| hours
on 18th March, 2000 will be considered in time for payment of dividend. |
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| 4.
Shareholders are requested to notify the change of address, if any,
immediately. |
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| DIRECTORS'
REPORT TO THE SHAREHOLDERS |
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| Dear
Shareholders, |
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| The
Directors of your-Company are pleased to present to you, the 39th Annual
Report |
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| with
the Annual Audited Accounts. These include Balance Sheet as on 30 September,
1999, |
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| Profit
and Loss Account for the year ended 30 September, 1999 and the Auditors'
Report to |
|
| Shareholders
on these Accounts. We are pleased to inform you that the operating
performance of |
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| your
Company has much improved as compared to the previous year 1998, as it has
earned a Net |
|
| Profit
before Taxation Rs. 42.299 million (before charging prior year's expenses -
gratuity |
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| Rs.
4. 645 million) (Net Profit 1998 - Rs. 31.537 million). The net Profit for
the year has |
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| considerably
increased by 34.03% over the last year. This has been achieved due to
increase in |
|
| gross
sales, decrease in raw materials costs and financial cost of the Company,
despite the Sales |
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| Tax
was increased by the Govt. from 12.50% to 15% to 18% on Gross Sales and your
Company |
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| had
to pay Rs. 5.00 million (Rs. 50 Lac) additional amount of Sales Tax during
the year under |
|
| Report.
However these excellent results were achieved in whole of woollen industry
due to |
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| increased
demand of Mills quality products, reasonable sales Prices and sound Planning
of your |
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| hardworking
professional management team. |
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| FINANCIAL
RESULTS |
|
| Gross
Sales for year 1999- amounted to Rs. 219.645 million (1998 Rs. 207.853
million). |
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| The
Net Sales revenue (after payment of Sales Tax, Commission and Trade discounts
Rs. 34.696 |
|
| million)
amounted to Rs. 184.949 million (1998 - Rs. 178.399 after Sales Tax etc. Rs.
29.454 |
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| million).
The cost of Sales increased to Rs. 128.012 million (1998 - Rs. 127.099).
an-increase of |
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| only
Rs. 0.913 million (even Less than one million) against this sales increased
by Rs. 11.792 |
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| million.
The gross Profit for the year amounted to Rs. 56.936 million as compared to
Rs. 51.300 |
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| million
of the last year 1998. The gross profit percentage works out to 30.78% oŁ the
sales |
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| against
28.76% of the previous year. |
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| The
Company during the year earned an operating Profit (with other income) of |
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| Rs.
43.147 million (1998 Rs. 39.667 million) and after adjustment/deduction of
Rs. 5.493 million |
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| on
account of other charges (1998 - Rs. 8.130 million) and provision of Tax Rs.
9.063 million |
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| (1998-Rs.
8.341 million) the current year net profit available for appropriation
amounted to Rs. |
|
| 28.591
million (1998 Rs. 23.196 million) |
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| OPERATING
PERFORMANCE |
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| The
Company's Plant Capacity is 2338 Woollen Spindles and 48 Shuttle-less Looms. |
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| The
production of Woollen yarn for Fabrics and Blankets was 1150707 Kgs (1998 -
1133304 |
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| Kgs)
and production of Woollen greasy cloth was 1,224,019 meters (of 30 picks)
(1998 - |
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| 1194755
meters). This increase in production was due to improved attendance of
workers and |
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| lower
stoppage of the machines during the year under review. |
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| DIVIDEND |
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| Your
directors are again pleased to recommend to you to approve payment of cash |
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| dividend
@ 40% out of the current year's Profits oŁ the Company. The total provision
for Cash |
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| dividend
shall amount to Rs. 15.600 million i.e. about 55% of the year's current Net
Profit after |
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| Tax.
The directors have also recommended to approve the transfer of Rs. 14.000
million to |
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| general
Reserve oŁ the Company. This will improve the Shareholders Equity to Rs.
113.823 |
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| million
against paid up Capital of Rs. 39.00 million only. |
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| AUDITORS |
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| The
auditors of your company M/s Hameed Chaudhri & Co., Chartered
Accountants, |
|
| H.M.
House, 7-Bank Square, Lahore retire and offer their services for
re-appointment for the |
|
| next
financial year. |
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|
| AUDITORS
OBSERVATIONS. |
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| Note 13.2 |
We have not made
provision in the diminution in the value-of long term |
|
|
investments of the
company in its associated undertakings as in our-opinion |
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|
these investments are not
meant for trading purposes at the Stock Exchange. |
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| ACKNOWLEDGMENT |
|
| Your
Directors with great pleasure wish to convey immense appreciation of the hard |
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| work,
dedication of the working Directors, Officers and all employees of the
company for |
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| achieving
the high production level with higher profit for the year under review. It is
hoped that |
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| with
hard work and good planning, it will lead to higher profit again for the next
year. |
|
|
| I,
on behalf of the Directors also acknowledge the co-operation and in-time
financial |
|
| help
always extended to the company for meeting its requirements, by the National
Bank of |
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| Pakistan,
The Bank of Khyber and PICIC. |
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|
For & on behalf of the Board of Directors |
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|
RAZA KULI KHAN KHATTAK |
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| Dated:
February 29, 2000 |
|
Chairman |
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| DECADE
PERFORMANCE AT A GLANCE |
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|
1990 to 1999 |
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|
(Rs. in million) |
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|
1999 |
1998 |
1997 |
1996 |
1995 |
1994 |
1993 |
1992 |
1991 |
1990 |
|
|
|
| Sales - net |
|
185 |
178 |
164 |
143 |
135 |
118 |
121 |
113 |
84 |
79 |
| Profit before tax |
38 |
31 |
25 |
26 |
21 |
22 |
24 |
22 |
15 |
11 |
|
|
|
| Wages
to employees |
38 |
27 |
25 |
23 |
23 |
20 |
17 |
15 |
14 |
10 |
| Taxes
& duties to Govt. |
42 |
37 |
40 |
37 |
30 |
27 |
29 |
25 |
22 |
17 |
| Dividend to |
|
16 |
12 |
12 |
12 |
12 |
12 |
10 |
10 |
5 |
1 |
| Shareholders |
|
|
|
| Rate-% |
|
(40%) |
(30%) |
(30%) |
(30%) |
(30%) |
(30%) |
(30%) |
10% |
(30%) |
(15% |
|
|
|
|
|
|
& 30% |
|
& 25% |
| Continuous |
|
|
|
|
|
Bonus) |
|
Bonus) |
| since 1981 |
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|
|
|
|
|
| SHARE
HOLDERS' EQUITY:- |
|
| Share Capital |
|
39 |
39 |
39 |
39 |
39 |
39 |
33 |
25 |
16 |
13 |
|
|
|
| Reserves & |
|
|
| Unappropriated |
|
75 |
62 |
50 |
46 |
38 |
36 |
20 |
23 |
6 |
4 |
|
|
|
| Fixed
Assets-cost |
352 |
158 |
139 |
137 |
121 |
88 |
82 |
74 |
71 |
66 |
|
|
|
|
|
Rupees |
|
| Break-up
value-per |
|
| share
of Rs. 10 each |
30.18 |
25.85 |
22.91 |
21.74 |
19.76 |
19.37 |
16.28 |
19.23 |
13.66 |
15.83 |
|
| Earning
before tax-per |
|
| share
of Rs. 10 each |
9.65 |
8.08 |
6.49 |
6.76 |
5.35 |
5.74 |
7.35 |
8.81 |
9.23 |
8.91 |
|
|
|
PERCENTAGE |
|
| Profit before tax |
|
| % to sales |
|
20.36 |
17.68 |
15.36 |
18.32 |
15.45 |
19.02 |
19.68 |
18.57 |
17.97 |
14.63 |
|
| Return
on equity-% |
24.29 |
23.00 |
18.17 |
22.92 |
17.17 |
19.65 |
27.54 |
27.29 |
29.29 |
29.93 |
|
|
| PATTERN
OF SHAREHOLDING |
|
| AS
ON 30th SEPTEMBER 1999 |
|
|
| Form- 34 |
|
| The
Companies Ordinance, 1984 |
|
| (Section 236) |
|
|
| NUMBER OF |
SHAREHOLDING |
TOTAL |
|
|
| SHARE |
FROM |
TO |
SHARES HELD |
|
|
| HOLDERS |
|
|
| 206 |
1 |
100 |
10,099 |
|
| 213 |
101 |
500 |
60,998 |
|
| 226 |
501 |
1,000 |
176,425 |
|
| 127 |
1,001 |
5,000 |
309,129 |
|
| 32 |
5,001 |
10,000 |
237,322 |
|
| 9 |
10,001 |
15,000 |
116,407 |
|
| 6 |
15,001 |
20,000 |
106,253 |
|
| 6 |
20,001 |
25,000 |
132,801 |
|
| 5 |
25,001 |
30,000 |
144,562 |
|
| 5 |
30,001 |
35,000 |
163,432 |
|
| 4 |
35,001 |
40,000 |
152,464 |
|
| 1 |
40,001 |
45,000 |
41,534 |
|
| 1 |
45,001 |
50,000 |
45,717 |
|
| 3 |
50,001 |
55,000 |
158,326 |
|
| 1 |
55,001 |
60,000 |
59,955 |
|
| 1 |
240,001 |
245,000 |
240,200 |
|
| 1 |
315,001 |
320,000 |
319,465 |
|
| 1 |
405,001 |
410,000 |
406,078 |
|
| 1 |
1,015,001 |
1,020,000 |
1,018,833 |
|
| ------------------ |
|
------------------ |
|
| 849 |
|
TOTAL: |
3,900,000 |
|
| ========== |
|
========== |
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|
| Categories of |
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|
| Shareholders |
|
|
Number |
Shares held |
Percentage |
|
|
| Individuals |
|
833 |
1,808,130 |
46.36 |
|
| Investment
Companies |
|
1 |
20,120 |
0.52 |
|
| Insurance
Companies |
|
2 |
323,133 |
8.28 |
|
| Joint
Stock Companies |
|
8 |
1,099,238 |
28.18 |
|
| Financial
Institutions |
|
4 |
648,287 |
16.63 |
|
| Trust |
|
1 |
1,092 |
0.03 |
|
|
|
------------------ |
------------------ |
------------------ |
|
| TOTAL |
|
849 |
3,900,000 |
100.00 |
|
|
========== |
========== |
========== |
|
|
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
|
| We
have audited the annexed Balance Sheet of BANNU WOOLLEN MILLS LIMITED as at
30 |
|
| September,
1999 and the related Profit and Loss Account and Cash Flow Statement 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 and, after due verification thereof. we report that: |
|
|
| (a)
in our opinion, proper books of account have been kept by the Company as |
|
| required
by the Companies Ordinance, 1984; |
|
|
| (a)
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 and the |
|
| Cash
Flow Statement, together with the notes forming part thereof, give the |
|
| information
required by the Companies Ordinance, 1984 in the manner so |
|
| required
and the except for the fact that provision for diminution in value of long |
|
| term
investments aggregating Rs. 3.667 has not been made in .these accounts |
|
| (note
13.2) and the extent to which this may affect the annexed accounts, |
|
| respectively
give a true and fair view of the state of the Company's affairs as at |
|
| 30
September, 1999 and of the profit and cash flows f6r the year then ended; and |
|
|
| (d)
in our opinion, Zakat deductible at source under the Zakat and Ushr
Ordinance, |
|
| 1980
was deducted by the Company and deposited in the Central Zakat Fund |
|
| established
under section 7 of that Ordinance. |
|
|
|
|
|
|
| LAHORE |
|
|
HAMEED CHAUDHRI & CO., |
|
| March 7, 2000 |
|
|
CHARTERED ACCOUNTANTS. |
|
|
|
| BALANCE
SHEET AS AT 30 SEPTEMBER |
|
|
|
|
|
1999 |
1998 |
|
|
|
Note |
Rupees |
Rupees |
|
| CAPITAL
AND RESERVES |
|
|
|
| Authorised
capital |
|
|
| 5,000,000,ordinary
shares |
|
|
| of Rs. 10 each |
|
|
50,000,000 |
50,000,000 |
|
|
|
|
========== |
========== |
|
| Issued,
subscribed and |
|
|
|
|
| paid-up capital |
|
3 |
39,000,000 |
39,000,000 |
|
| Reserves |
|
4 |
74,000,000 |
60,000,000 |
|
| Unappropriated
profit |
|
|
823,230 |
1,832,196 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
113,823,230 |
100,832,196 |
|
|
|
|
|
|
| SURPLUS
ON REVALUATION OF |
|
|
| FIXED
ASSETS |
|
5 |
201,021,420 |
5,327,467 |
|
|
|
|
|
| LONG
TERM LOANS AND DEFERRED |
|
|
| LIABILITIES |
|
|
| Long term loan |
|
6 |
0 |
2,423,443 |
|
| Deferred
taxation |
|
7 |
3,800,000 |
5,600,000 |
|
| Provision
for gratuity |
|
|
12,851,361 |
7,049,583 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
16,651,361 |
15,073,026 |
|
| CURRENT
LIABILITIES |
|
|
|
| Current
portion of long |
|
|
| term loan |
|
6 |
1,252,443 |
2,118,000 |
|
| Short
term finances |
|
8 |
24,254,247 |
44,251,437 |
|
| Creditors,
accrued and |
|
|
|
| other liabilities |
|
9 |
23,125,940 |
42,160,663 |
|
| Workers'
Welfare Fund |
|
|
1,605,244 |
1,416,631 |
|
| Provision
for taxation |
|
10 |
29,468,298 |
25,013,678 |
|
| Unclaimed
dividend |
|
|
533,539 |
517,858 |
|
| Proposed
dividend |
|
|
15,600,000 |
11,700,000 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
95,839,711 |
127,178,267 |
|
| CONTINGENCIES
AND |
|
|
|
| COMMITMENTS |
|
11 |
|
|
|
|
------------------ |
------------------ |
|
|
|
427,335,722 |
248,410,956 |
|
|
|
========== |
========== |
|
|
| TANGIBLE
FIXED ASSETS |
|
|
|
|
| Operating
fixed assets |
|
12 |
268,369,173 |
81,562,720 |
|
|
|
|
|
| LONG
TERM INVESTMENTS |
|
13 |
6,577,402 |
6,577,402 |
|
| LONG
TERM LOAN S |
|
14 |
104,200 |
460,200 |
|
| LONG
TERM DEPOSITS |
|
|
205,205 |
205,205 |
|
|
|
|
|
|
| CURRENT
ASSETS |
|
|
|
| Stores,
and spares |
|
15 |
15,943,073 |
14,837,401 |
|
| Stock-in-trade |
|
16 |
37,474,807 |
51,372,746 |
|
| Trade debtors |
|
17 |
57,992,417 |
59,230,443 |
|
| Advances,
deposits, prepayments |
|
|
|
| and
other receivables |
|
18 |
39,745,586 |
33,264,762 |
|
| Cash
and bank balances |
|
19 |
923,859 |
900,077 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
152,079,742 |
159,605,429 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
|
427,335,722 |
248,410,956 |
|
|
|
|
|
========== |
========== |
|
|
| The
annexed notes form an integral part of these accounts. |
|
|
|
MUSHTAQ AHMAD KHAN, FCA. |
|
MUHAMMAD AZHAR KHAN |
|
|
Director |
|
Chief Executive |
|
|
|
| PROFIT
AND LOSS ACCOUNT |
|
| FOR
THE YEAR ENDED 30 SEPTEMBER, 1999 |
|
|
|
|
|
1999 |
1998 |
|
|
|
Note |
Rupees |
Rupees |
|
|
|
|
|
| SALES - Net |
|
20 |
184,948,955 |
178,399,308 |
|
| COST
OF SALES |
|
21 |
128,012,411 |
127,098,904 |
|
| GROSS
PROFIT |
|
|
56,936,544 |
51,300,404 |
|
| ADMINISTRATIVE
AND SELLING |
|
|
|
| EXPENSES |
|
22 |
14,209,555 |
12,282,154 |
|
|
|
|
| OPERATING
PROFIT |
|
|
42,726,989 |
39,018,250 |
|
| OTHER
INCOME |
|
23 |
419,677 |
648,656 |
|
|
|
|
43,146,666 |
39,666,906 |
|
| OTHER
CHARGES |
|
|
|
| Financial - Net |
|
24 |
1,444,528 |
4,896,753 |
|
| Miscellaneous |
|
25 |
359,721 |
165,960 |
|
| Donation
to Waqf-e-Kuli Khan Trust |
|
|
1,033,561 |
865,105 |
|
| Workers'
(Profit) Participation Fund |
|
9.2 |
2,067,121 |
1,730,210 |
|
| Workers'
Welfare Fund |
|
|
588,003 |
471,807 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
5,492,934 |
8,129,835 |
|
|
|
|
------------------ |
------------------ |
|
| PROFIT
BEFORE TAXATION |
|
|
37,653,732 |
31,537,071 |
|
| PROVISION
FOR TAXATION |
|
|
|
|
|
|
| Current
and prior years |
|
10 |
11,500,000 |
8,700,000 |
|
| Refund s |
|
|
|
(637,302) |
(2,459,189) |
|
| Deferred |
|
|
|
(1,800,000) |
2,100,000 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
9,062,698 |
8,340,811 |
|
|
|
|
------------------ |
------------------ |
|
| PROFIT
AFTER TAXATION |
|
|
28,591,034 |
23,196,260 |
|
| UNAPPROPRIATED
PROFIT - Brought forward |
|
|
1,832,196 |
335,936 |
|
|
|
|
|
------------------ |
------------------ |
|
| PROFIT
AVAILABLE FOR APPROPRIATION |
|
|
30,423,230 |
23,532,196 |
|
|
|
|
|
|
|
| APPROPRIATIONS |
|
|
|
| Proposed
dividend @ 40% (1998: @ 30 %) |
|
|
15,600,000 |
11,700,000 |
|
| Transfer
to general reserve |
|
|
14,000,000 |
10,000,000 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
29,600,000 |
21,7 |
