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DYNO Pakistan Limited
Annual Report 1999
CONTENTS
Company Information
Notice of Meeting
Statement U/S 160 (B) of the Companies Ordinance, 1984
Directors' Report
Highlights
Auditors' Report
Balance Sheet
Profit and Loss Account
Statement of Changes in Financial Position
Graphs
Notes to the Accounts
Combined Pattern of CDC &
Normal Shareholdings
CONSOLIDATED FINANCIAL STATEMENTS
Auditors' Reports
Balance Sheet
Profit & Loss Account
Statement of Changes in Financial Position
Notes to the Account
Statement Persuant to Sec. 237
of Companies Ordinance, 1984.
VlSlONITE (PRIVATE) LIMITED
Directors' Report
Auditors' Report
Balance Sheet
Profit and Loss Account
Notes to the Accounts
COMPANY INFORMATION
Chairman DAG SCHJERVEN
Vice Chairman SYED ALl
Managing Director SAROSH R. DUBASH
Directors RAFIQ M. HABIB
ABDUL KARIM LODHI (N.I.T.)
DAG MEJDELL
OIVIND ISAKSEN
Director (Nominee I.C.P.) ASADULLAH KHAWAJA
Director (Technical) ATHER SAEED KHAN
Company Secretary SHAHED ALl KHAN
Bankers BANK OF AMERICA
CREDIT AGRICOLE INDOSUEZ
EMIRATES BANK INTERNATIONAL (P.J.S.C)
GULF COMMERCIAL BANK LIMITED
HABIB BANK AG ZURICH
HABIB BANK LIMITED
HONG KONG AND SHANGHAI BANKING CORP.
METROPOLITAN BANK LIMITED
NATIONAL DEVELOPMENT FINANCE CORP.
NATIONAL BANK OF PAKISTAN
STANDARD CHARTERED BANK
Auditors FORD, RHODES, ROBSON, MORROW
CHARTERED ACCOUNTANTS
Registered Office 2ND FLOOR, AL HANNAN CENTRE
SHAREA FAISAL, KARACHI.
Registrars M/S. NOBLE COMPUTER SERVICES (PVT) LTD.
2ND. FLOOR AL-MANZOOR BUILDING
DR. ZIAUDDIN AHMED ROAD, KARACHI.
Factory A 101, A 102, A 103, A 134, A 135 & A 136
LASBELLA INDUSTRIAL ESTATE
DEVELOPMENT AUTHORITY
HUB CHOWKI, DISTT. LASBELLA
BALOCHISTAN.
NOTICE OF MEETING
Notice is hereby given that the Seventeenth Annual General Meeting of the Company will be held at
Raffia Choudri Memorial Hall, Ground floor, Sidco Avenue Centre, Deen Mohammed Wafai Road, Karachi.
on Thursday 23rd December, 1999 at 12:30 p.m. to transact the following business:
ORDINARY BUSINESS
1) To confirm the minutes of the Sixteenth Annual General Meeting.
2) To receive and adopt the Audited Accounts of the company for the year ended 30th June,
1999 together with the Directors' and Auditors' report thereon.
3) To approve the payment of cash dividend @ 27.5% i.e. Rs. 1.375 per share for the year
ended 30th June, 1999, as recommended by the directors.
4) To appoint Auditors of the company for the year 1999-2000 and fix their remuneration.
5) To transact any other business as may be placed before the meeting with the permission of
chairman.
SPECIAL BUSINESS
1) To consider and if thought fit to approve the amendments/substitutions in Articles No. 3, 38,
86, 88, 92, 93, 97, 101, 120, 121 and 123 of the Articles of Association of the company.
2) To approve the remuneration of the Vice Chairman and Chief Executive of the company.
By Order of the Board
SHAHED ALl KHAN
Karachi 1st December, 1999 G.M. (Finance) & Company Secretary
Notes:
1) The Share Transfer Books of the Company will remain closed from 18th November, 1999 to
1st December, 1999 (both days inclusive).
2) A member entitled to attend and vote at this meeting may appoint another member as his/her
proxy to attend the meeting and vote for him/her. No person shall act as a proxy who is not
a member of the company. Proxies in order to be effective must be received by Company
not less than 48 hours before the meeting.
3) Shareholders are requested to notify any change in their address immediately.
4) CDC shareholders are requested to bring their National Identity Card, Account and Participant's
I.D. Numbers while attending the meeting for identification.
5) Statement under section 160 (b) of the Companies Ordinance, 1984 is being sent to the share-
holders alongwith the notice.
STATEMENT UNDER SECTION 160 (B)
OF THE COMPANIES ORDINANCE, 1984
SPECIAL BUSINESS
Item 1
"RESOLVED" that the existing Article Numbers 3, 38, 86, 88, 97, 101, 120, 121 and 123 of
Articles of Association of the Company be and are hereby amended, deleted/substituted,
in the view of certain Article have either become redundant and inconsistent with the
provisions of the Companies Ordinance, 1984 and for that purpose the Articles of
Association of the Company be and are hereby approved and adopted as the Articles of
Association of the Company in substitution for and to the exclusion of all existing
provisions of the Articles of Association."
"FURTHER RESOLVED that the Chief Executive and or the Company Secretary be and is
hereby authorised to take all such steps as may be necessary for the purpose."
Article-3
"Subject to the provision of Sections 95-A of the Companies Ordinance, company may
purchase its own shares."
Article-38
"The Company may, by a Resolution passed in Board of Directors Meeting. Sub-divide or
consolidate its shares or any of them."
Article-86
"Until otherwise determined by the Company in General Meeting the number of elected
Directors shall not be less than seven nor more than twelve excluding Directors nominated
by the Company's Creditors or other special interest by virtue of contractual arrangements
as mentioned in Section 182 of the Ordinance."
Article-88
"This Article be and is hereby deleted and the other Article be and is hereby renumbered
accordingly."
Article-92
"The remuneration of Director, shall, from time to time be determined by the Board of
Directors and unless otherwise determined shall not exceed Rs. 500/- per meeting at
which the Director shall be present. The Directors shall be paid such travelling, boarding,
lodging and other expenses properly incurred by them in or about the performance of
their duties or business if any of them has to come to attend the Board Meeting from
outstation."
Article-93
"Any Director appointed to any executive office including for the purpose of this Article
the Office of Chief Executive or Chairman or to serve on any committee or to devote
special attention to the business of the Company or who otherwise performs extra services
which in the opinion of the Directors are outside the scope of the ordinary duties of the
Directors, may be paid such extra remuneration by way of salary, fees percentage of
profits or otherwise as shall from time to time be determined by the Directors and be
subject to provision of any law for the time being in force applicable to the Company."
Article-97
"A Director except the Directors nominated by the Company's Creditors or other special
interests by virtue of contractual arrangement shall hold office for a period of three years
unless he earlier resigns, becomes disqualified for being a Director or otherwise ceases
to hold office in terms of the provisions of the Ordinance."
Artiole-101
"Subject to the provisions of Section 178(1) of the Companies Ordinance, the Company in
Board of Directors meeting may from time to time increase or reduce the of number of
Directors."
Article-120
"Directors shall appoint any person, including an elected Director to be the Chief Executive
of the Company in the manner provided in Sections 198 and 199 of the Ordinance for a
term not exceeding three years from the date of appointment and may remove a Chief
Executive so appointed in the manner provided in Section 202 of the Ordinance. The terms
and conditions of appointment of Chief Executive shall be determined by the Board of
Directors."
Article-121
"The Directors may, from time to time, appoint one or more of their body to hold or continue
in the office of Manager or legal or Technical Adviser or the office of Executive Director or
any other office of profit under the Company and may procure any one or more of their
number to hold or continue in any office or place of profit under the Company and may
procure any one or more of their number to hold or continue in any office or place of profit
under any other Company which is subsidiary of or otherwise associated with this
Company, as they may decide, and for such period as the Directors shall think fit, and the
Directors may also from time to time remove or dismiss him or them from office and
appoint another or others in his or their place or places."
Article-123
"The remuneration of an Executive Director or Director holding any office as is mentioned
in Articles 120 and 121 may from time to time be determined by the Board of Directors of
the Company and may be by way of fixed salary, or commission or dividend, profits or
turnover of the Company or of any other company in which the Company is interested, or
by participation in any such profits or by any or all of those modes. The remuneration of
any such Director may include such profits or by any or all of those modes. (if any) for
himself or any dependents (whether by pension, superannuation or otherwise) after the
termination of his office as the Directors shall think proper. A Director holdin9 any such
office as is mentioned in Articles 120 and 121 shall not be precluded merely by reason of
his office of Director from membership of any superannuation or Pension fund for the time
being established or supported by the Company."
GENERAL
The term CLA in the old Articles of Association be substituted with Securities & Exchange
Commission of Pakistan.
The old Article Numbers be amended, deleted/substituted with new Article Numbers.
Item-2
"Resolved that the Company hereby approves and authorises the payment of Rs.
900,000/- per annum to Mr. Syed Ali (Vice Chairman) and Mr. Sorosh R. Dubash (Chief
Executive) each as remuneration, in addition to this they are entitled to normal benefits
of the Company offers to its Executives including reimbursement of medical expenses,
house rent allowance, leave fare assistance, use of company's car etc, and participation
in provident fund scheme."
The Vice Chairman and Chief Executive are interested in this business to the extent of
their remunerations.
DIRECTORS' REPORT
Your Board of Directors is pleased to place before you the 17th Report together with
the audited accounts for the year ended 30th of June, 1999.
FINANCIAL RESULTS:
The profit earned and appropriations recommended by the directors are as under:
June 30, 1999
Rupees
Profit before taxation 27,223,293
Taxation Current 3,533,384
Prior year --
Deferred 852,307
------------------
Profit after taxation 22,837,602
Unappropriated profit brought forward 393,113
------------------
Profit available for appropriation 23,230,715
APPROPRIATIONS
Interim Dividend @ 27.5% 19,961,206
Transfer to General Reserve 3,000,000
------------------
Unappropriated profit carried forward 269,509
==========
EARNING PER SHARE
Earning per share for the year ended June 30, 1999comesto Rs. 1.57 as compared to Rs. 0.69in
the preceding year.
OPERATING PERFORMANCE
During last year there was some improvement in the economic conditions in the country
which is reflected in the improved revenue and profitability of the Company. Imports
of moulding compound at unrealistically low prices from China has continued but our
case for anti-dumping measures is at an advanced stage and we expect positive results
in the near future.
We have improved our working efficiency and are working with lower raw material and
finished goods stocks as well as lower trade debtors. This, and the removal of the
condition of keeping the cash margin on L/Cs has improved our liquidity and has
resulted in lower financial costs in the third and fourth quarters.
FUTURE PROSPECTS
Due to the recent changes in the country we are expecting early revival of the economy.
Your Company will play its due role which will benefit the country as well as the
shareholders.
MILLENNIUM BUG
The software being used by your company will not be effected by the "Millennium Bug".
And we expect to move smoothly into the year 2000.
AUDITORS
The present auditors, M/s Ford, Rhodes, Robson, Morrow, Chartered Accountants,
are due for retirement and being eligible, offer themselves for re-appointment for the
ensuing year.
Finally, I, on behalf of Directors and shareholders wish to thank all employees, including
the management, for their sincere contribution to the results of 1998-99. I also take
this opportunity .to express our appreciation for the support and cooperation extended
to us by our customers, bankers and NORAD.
On behalf of the Board of Directors
DAG SCHJERVEN
Karachi: 28th October, 1999 Chairman
1998-99 1997-98 1996-97 1995-96 1994 1993 1992 1991 1990 1989
(18 MONTHS)
TURNOVER 306,713 354,498 338,648 479,629 234,543 225,814 220,609 208,351 154,242 122,335
GROSS PROFIT 46,381 36,445 28,491 70,480 33,461 57,317 57,324 48,338 35,614 28,713
NET PROFIT 27,223 11,403 16,030 41,459 33,556 30,067 33,757 27,407 16,252 13,190
TAXATION 4,387 1,399 2,921 17,119 12,650 9,900 10,515 7,384 5,711 --
EXTRAORDINARY ITEM -- -- -- -- -- -- -- -- 19,318 --
EARNING RETAINED
IN BUSINESS 2,876 0.930 3,641 6,982 9,545 0.957 7,107 (0,433) 29,880 6,260
NET ASSETS EMPLOYED 158,375 161,313 165,110 138,440 129,958 123,585 116,167 116,312 98,191 96,632
SHARE CAPITAL FUND 72,586 72,586 63,118 63,118 63,118 54,885 49,896 41,580 27,720 27,720
SHAREHOLDERS FUND 149,856 146,979 146,049 132,940 125,958 116,413 107,223 98,950 73,383 43,523
Gross Profit % 15.12 10.28 8.41 14.69 14.27 25.38 25.98 23.20 23.09 23.47
Net Profit % 8.88 3.22 4.73 8.64 14.31 13.31 15.30 13.15 10.53 10.78
Taxation % 1.43 0.39 0.86 3.57 5.39 4.38 4.76 3.54 3.70 --
Extra Ordinary Item % -- -- -- -- -- -- -- 12.42 -- --
Earning per Share 1.57 0.69 1.27 3.28 2.66 2.74 3.38 3.29 6.41 2.38
Net Earning per
Rupee sales 0.07 0.03 0.05 0.08 0.14 0.13 0.15 0.13 0.10 0.11
Dividend 27.50% 12.50% -- 27.50% 18% 20% 30% 20% Nil 25%
Right Shares -- -- -- -- -- -- -- -- 50% --
Bonus -- -- 15% -- -- 15% 10% 20% -- --
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed balance sheet of DYNO PAKISTAN LIMITED as at June 30,
1999 and the related profit and loss account and the statement of changes in financial
position, 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 accounts have been kept by the company as
required by the Companies Ordinance, 1984;
b) in our opinion:
(i) the balance sheet and the 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 accounts and are further in
accordance with accounting policies consistently applied except for the
change as stated in note 3 with which we concur;
(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 statement of changes
in financial position, together with the notes forming part thereof, 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, 1999 and of the profit and the changes in financial position for the year
then ended; and
d) in our opinion, Zakat was deductible at source under the Zakat and Ushr Ordinance,
1980.
FORD, RHODES, ROBSON, MORROW
Karachi: 28th October, 1999 Chartered Accountants
BALANCE SHEET AS AT JUNE 30
1999 1998
Note Rupees Rupees
SHARE CAPITAL AND RESERVES
Authorised capital
20,000,000 (1998: 20,000,000) Ordinary
shares of Rs.5/- each 100,000,000 100,000,000
========== ==========
Issued, subscribed and paid -up capital 4 72,586,205 72,586,205
Reserves 5 77,269,509 74,393,113
------------------ ------------------
SHAREHOLDERS' EQUITY 149,855,714 146,979,318
LONG-TERM LOAN 6 -- 6,666,666
DEFERRED TAXATION 8,519,139 7,666,832
CURRENT LIABILITIES
Current maturity of long term loan 6 6,666,666 6,666,667
Short term finances 7 71,741,292 79,154,782
Short term loan 8 5,000,000 --
Creditors, accrued and other liabilities 9 50,069,888 83,423,023
Proposed final dividend 19,961,206 --
------------------ ------------------
153,439,052 169,244,472
CONTINGENCIES AND COMMITMENTS 10
------------------ ------------------
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 311,813,905 330,557,288
========== ==========
TANGIBLE FIXED ASSETS
Operating fixed assets 11 67,091,342 69,965,889
Capital Work-in-progress 12 187,911 1,307,299
------------------ ------------------
67,279,253 71,273,188
LONG-TERM INVESTMENT 13 40,036,000 40,036,000
LONG-TERM LOANS 14 2,691,242 2,371,273
LONG-TERM DEPOSITS 515,010 483,710
CURRENT ASSETS
Stores 8,927,579 9,542,968
Stock-in-trade 15 77,631,128 90,452,725
Trade Debts 16 60,907.09 78,178.78
Advances, deposits and prepayments 17 8,610,999 8,897,787
Dividend receivable from subsidiary company 10,009,000 --
Other receivables 18 34,621,174 28,549,107
Cash and bank balances 19 585,434 771,755
------------------ ------------------
201,292,400 216,393,117
------------------ ------------------
TOTAL ASSETS 311,813,905 330,557,288
========== ==========
The annexed notes form an integral part of these accounts.
DAG SCHJERVEN SYED ALI SAROSH R. DUBASH
Chairman Vice Chairman Managing Director &
Chief Executive
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED JUNE 30
1999 1998
Note Rupees Rupees