| Tri-Pack Films Limited |
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| Annual
Report 1999 |
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| CONTENTS |
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| Introduction |
|
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| Company
Information |
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| Highlights |
|
|
| Notice
of Meeting |
|
| Directors'
Report to the Shareholders |
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| Auditors'
Report to the Members |
|
| Balance Sheet |
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|
| Profit
and Loss Account |
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| Cash
Flow Statement |
|
| Notes
to the Accounts |
|
| Pattern
of Shareholding |
|
|
| INTRODUCTION |
|
|
| Tri-Pack
Films Limited, a joint venture between Mitsubishi Corporation of Japan and |
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| Packages
Limited of Pakistan was incorporated as a Public Limited Company on April 23, |
|
| 1993.
The installation of plant and machinery was completed in March 1995 and
commercial |
|
| production
began from June 1995. |
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| The
plant has operational capacity to produce 5,400 tonnes of finished Biaxially
Oriented |
|
| Polypropylene
Film (BOPP) per annum - The largest in Pakistan. |
|
|
| BOPP
is a thermoplastic whose most valuable property is its versatility as
packaging |
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| material.
The principal properties of BOPP are: |
|
|
| *
Protection against moisture |
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| *
Excellent transparency and gloss |
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| *
Heat sealability |
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| *
Good printability |
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| BOPP
film is used mainly in Biscuit, Confectionery, Snacks, Soap, Detergent,
Processed |
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| Food,
Garments, Hosiery, Tobacco and Ice Cream industries. |
|
|
| In
recognition of its quality standards, operational systems and procedures,
Tri-Pack |
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| received
ISO 9001 certification in August 1998. |
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| COMPANY
INFORMATION |
|
|
| Board
of Directors |
Akira Yamamura |
|
|
|
.laved Aslam (Managing
Director) |
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|
|
Khalid Yacob |
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|
|
Kiyohide Inoue |
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|
Syed Babar Ali (Chairman) |
|
|
|
Syed Hyder Ali |
|
|
|
Tariq Hamid |
|
|
|
Yukio Imamura (Alternate
to Kiyohide Inoue) |
|
|
|
M. Saeed Iqbal (Alternate
to Syed Babar Ali) |
|
|
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| Company
Secretary |
Khalid Yacob |
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|
|
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| Auditors |
|
A.F. Ferguson & Co. |
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|
|
Chartered Accountants |
|
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| Legal Advisors |
|
Khan and Piracha |
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|
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| Bankers |
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Albaraka Islamic Bank
B.S.C. (E.C) |
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|
Al Tawfeek Investment
Bank Limited |
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|
American Express Bank
Limited |
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|
ANZ Grindlays Bank
Limited |
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|
Bank Of Khyber |
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|
Deutsche Bank A.G. |
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|
Emirates Bank
International P.J.S.C. |
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|
Habib Bank A.G. Zurich |
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|
|
Muslim Commercial Bank
Limited |
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|
National Bank of Pakistan |
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|
The Hong Kong &
Shinghai Banking Corporation Ltd. |
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| Registered
Office |
First floor,
Hilal-e-Ahmer House, |
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|
Khayaban-e-Iqbal, Main
Clifton Road, |
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|
Karachi-75600, Pakistan |
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|
PABX: 5863941-42,
5874047-49 |
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|
Telex: 20315 PKGS PK,
Fax: 5860251 |
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| Head Office & |
|
First Floor, G.D. Arcade,
Fazal-uI-Haq Road |
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| Sales Office |
|
73-E, Blue Area,
Islamabad |
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|
Te1: 273135, 273907-8,
Fax: 273136 |
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| Regional Sales Office |
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| Karachi |
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201-202, Marine Pride,
Block 7, Clifton, |
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|
Karachi-75600 |
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|
Tel: 587180Z-2, Fax:
5871803 |
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|
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| Lahore |
|
First Floor,
41-Commercial Area, |
|
|
Main Boulevard, |
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|
Cavalary Ground, Lahore |
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|
Te1: 6676848, 6676455,
Fax: 6675899 |
|
|
| Works |
|
Plot No. 78/1, Phase IV, |
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|
Hattar Industrial Estate,
Hattar, N.W.F.P. |
|
|
Te1: 617406-7, Fax:
617054 |
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|
|
| HIGHLIGHTS |
|
|
|
|
Year to June
30, |
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|
|
|
1999 |
1998 |
|
|
|
|
|
|
| Sales-
million rupees |
|
|
605.93 |
542.58 |
|
| Net
profit- million rupees |
|
|
95.89 |
62.09 |
|
| Cash
dividend - as a %age of paid up capital |
|
25 |
-- |
|
| Earning
per share- rupees |
|
|
3.20 |
2.10 |
|
| Total
assets- million rupees |
|
|
494.24 |
518.60 |
|
| Finished
BOPP Film Production-tonnes |
|
5,193 |
4,390 |
|
| Number
of employees |
|
|
127 |
114 |
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|
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| NOTICE
OF MEETING |
|
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| Notice
is hereby given that the Seventh Annual General Meeting of Tri-Pack Films
Limited |
|
| will
be held at Beach Luxury Hotel, Moulvi Tamizuddin Khan Road, Karachi on
Tuesday, |
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| December
7, 1999 at 3.00 p.m. to transact the following business:- |
|
|
| 1.
To receive, consider and adopt the Audited Accounts for the year ended June
30, |
|
| 1999,
the Report of the Auditors thereon and the Report of the Directors. |
|
|
| 2.
To approve dividend. The Directors have recommended a final dividend of 25%
i.e. |
|
| Rs.
2.50 per share. |
|
|
| 3.
To appoint Auditors and to fix their remuneration. |
|
|
| 4.
To transact any other business with the permission of the Chairman. |
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|
By Order of the Board |
|
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|
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| Karachi |
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|
Khalid Yacob |
|
| October 22, 1999 |
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|
Director & Company Secretary |
|
|
| Notes |
|
|
|
|
| 1.
The Share Transfer Books of the Company will be closed from November 2, 1999 |
|
| to
November 15, 1999 (both days inclusive) for the purposes of entitlement of |
|
| dividend
and to attend the Annual General Meeting on December 7, 1999. |
|
|
| 2.
Any member of the Company entitled to attend and vote may appoint another
person |
|
| as
his/her proxy to attend and vote instead of him/her. Proxies must be received
at |
|
| the
Registered Office of the Company (First Floor, Hilal-e-Ahmer House, Khayaban- |
|
| e-Iqbal,
Main Clifton Road, Karachi-75600) not less than 48 hours before the time |
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| of
holding the Meeting. |
|
|
| 3.
Any individual Beneficial Owner of the Central Depository Company, entitled
to vote |
|
| at
this Meeting must bring his/her National Identity Card with him/her to prove |
|
| his/her
identity, and in case of proxy must enclose an attested copy of his/her
National |
|
| Identity
Card. Representatives of corporate members should bring the usual documents |
|
| required
for such purpose. |
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|
|
| 4.
Members are requested to promptly notify the Company of any change in their |
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| addresses. |
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|
|
| DIRECTORS'
REPORT |
|
| TO
THE SHAREHOLDERS |
|
|
| It
is a pleasure for us to share with you the performance of Tri-Pack |
|
| Films
Limited, for the year ended June 30, 1999. We are presenting |
|
| you
the Annual Report together with the Audited Accounts before the |
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| Seventh
Annual General Meeting of the Company to be held on |
|
| December
7, 1999. |
|
|
| Operating
Results |
|
|
| With
the blessings of Almighty Allah, your Company has achieved |
|
| encouraging
financial results despite the prevailing difficult economic |
|
| conditions.
Your Company managed to minimize the impact of post- |
|
| sanctions
operating environment on its performance and maintained |
|
| its
market leader status in the BOPP film industry. |
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|
| Keeping
the growth momentum, your Company earned a net profit |
|
| of
Rs. 95.89 million as compared to Rs. 62.09 million in the preceding |
|
| year.
Invoiced sales increased to Rs. 605.93 million in 1998-99 from |
|
| Rs.
542.58 million in 1997-98 showing a growth of 12%. The production |
|
| of
BOPP film increased from 4,390 tonnes in 1997-98 to 5,193 tonnes |
|
| in
1998-99. ISO 9001 certification has further strengthened the |
|
| Company's
position in the growing BOPP film industry. |
|
|
| Expansion
Program |
|
|
| Foreseeing
rapidly growing demand for BOPP film in the local market, |
|
| your
Company's management along with the joint venture partners |
|
| M/S
Mitsubishi Corporation, Japan and Packages Limited, Pakistan, |
|
| is
embarking upon an expansion plan to be implemented within the |
|
| next 18 months. |
|
|
| Information
Technology |
|
|
| We
believe that information technology will play an important role in |
|
| achieving
a competitive edge in the market. During the year under |
|
| review,
we have inter-connected the Regional Offices and the Plant |
|
| through
an efficient networking system. Further, we have entered in |
|
| a
customized software development contract with a reputed software |
|
| house
to automate and integrate all management operations. The |
|
| spadework
on this project has already begun and the proposed |
|
| software,
once ready, will further improve efficiency and quality of |
|
| work. |
|
|
| Y2K
Compliance |
|
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| Your
Company has taken appropriate measures to ensure Y2K |
|
| compliance
and has successfully completed testing of all its computer |
|
| operating
systems, software and hardware. |
|
|
| Appropriation |
|
|
| The
Directors recommend payment of cash dividend of 25% (Rs. 2.50 per share) on
the |
|
| paid
up capital of the Company. Accordingly, the following appropriations have
been made: |
|
|
|
|
|
(Rupees in thousand) |
|
|
|
|
|
|
| The
Company made a net profit of |
|
|
95,889 |
|
| Adding
thereto unappropriated profit at June 30, 1998 |
|
9,927 |
|
| Makes
available for appropriation a sum of |
|
105,816 |
|
| From
that sum the Directors recommend payment of a |
|
| cash
dividend of Rs. 2.50 per share |
|
|
75,000 |
|
| Transfer
to general reserve |
|
|
30,000 |
|
| And
propose to carry forward to 1999-2000, the balance of |
|
816 |
|
|
|
|
|
|
| Appointment
of Auditors |
|
|
| You
are requested to appoint the Auditors for the year ending June 30, 2000 and
fix their |
|
| remuneration. |
|
|
| The
present Auditors M/S A. F. Ferguson & Co., Chartered Accountants retire
and offer |
|
| themselves
for reappointment. |
|
|
| Future
Prospects |
|
|
| The
Directors are hopeful of a better future. With focus on good quality products
and |
|
| services
to our customers at competitive prices, Tri-Pack will Inshallah increase the
market |
|
| share. |
|
|
| Management/Employees
Relationship |
|
|
| The
Directors are pleased to place on record their appreciation for the
continuous zeal, |
|
| efforts
and valuable services rendered by all employees of the Company. |
|
|
|
|
For and on behalf of the Board. |
|
|
|
|
|
|
Javed Aslam |
|
| Lahore,
September 01, 1999 |
|
(Managing Director) |
|
|
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
|
| We
have audited the annexed balance sheet of Tri-Pack Films Limited as at June
30, 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; |
|
|
| (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 |
|
| the
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 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 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 cash flows for the year then ended; and |
|
|
| (d)
in our opinion no Zakat was deductible at source under the Zakat and Ushr
Ordinance, |
|
| 1980. |
|
|
|
|
|
A.F. Ferguson & Co. |
|
|
|
Chartered Accountants |
|
| September
01, 1999 |
|
Islamabad. |
|
|
|
| BALANCE
SHEET AS AT JUNE 30, 1999 |
|
|
|
|
|
Note |
1999 |
1998 |
|
|
|
|
|
(Rupees in
thousand) |
|
|
|
|
| Share Capital |
|
|
|
| Authorised |
|
3 |
300,000 |
300,000 |
|
|
|
|
========== |
========== |
|
| Issued,
subscribed and paid up |
|
3 |
300,000 |
300,000 |
|
| General
Reserve |
|
|
30,000 |
-- |
|
| Unappropriated
Profit |
|
|
816 |
9,927 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
3301816 |
309,927 |
|
| Long
Term Liabilities Against Assets |
|
|
| Subject
to Finance Lease |
|
|
-- |
45,741 |
|
|
|
|
|
| Long
Term Finance |
|
|
5 |
6,667 |
20,000 |
|
| Current
Liabilities |
|
|
|
|
| Current
portion of liabilities against assets |
|
|
|
| subject
to finance lease |
|
4 |
45,741 |
83,858 |
|
| Current
portion of long term finance |
|
5 |
13,333 |
13,333 |
|
| Short
term finance |
|
6 |
-- |
26,659 |
|
| Creditors,
accrued and other liabilities |
|
7 |
22,684 |
19,082 |
|
| Proposed
dividend |
|
|
75,000 |
-- |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
156,758 |
142,932 |
|
|
|
|
|
|
| Contingencies
and Commitments |
|
8 |
------------------ |
------------------ |
|
|
|
|
494,241 |
518,600 |
|
|
|
|
========== |
========== |
|
|
|
|
| Fixed
Capital Expenditure |
|
|
|
|
|
|
|
| Operating
fixed assets |
|
9 |
333,288 |
376,783 |
|
| Capital
work-in-progress |
|
10 |
-- |
395 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
333,288 |
377,178 |
|
|
|
|
|
|
|
|
| Long
Term Deposits |
|
11 |
888 |
212 |
|
|
|
|
|
|
| Current Assets |
|
|
|
|
| Stores
and spares |
|
12 |
26,866 |
14,493 |
|
| Stock-in-trade |
|
13 |
61,162 |
44,964 |
|
| Trade debts |
|
14 |
47,937 |
52,492 |
|
| Advances,
deposits, prepayments and |
|
|
|
| other
receivables |
|
15 |
12,506 |
17,140 |
|
| Cash
and bank balances |
|
16 |
11,594 |
12,121 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
160,065 |
141,210 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
494,241 |
518,600 |
|
|
|
|
========== |
========== |
|
|
| The
annexed notes form an integral part of these accounts. |
|
|
|
Javed Aslam |
|
Akira Yamamura |
|
|
Chief Executive |
|
Director |
|
|
|
| PROFIT
AN D LOSS ACCOUNT |
|
| FOR
THE YEAR ENDED JUNE 30, I999 |
|
|
|
|
|
Note |
1999 |
1998 |
|
|
|
|
|
(Rupees in
thousand) |
|
|
|
|
| Sales |
|
17 |
605,932 |
542,577 |
|
| Cost of sales |
|
18 |
440,313 |
398,722 |
|
|
|
|
------------------ |
------------------ |
|
| Gross profit |
|
|
165,619 |
143,855 |
|
|
|
|
|
|
| Operating
expenses |
|
|
|
| Administrative
and general |
|
19 |
20,866 |
18,689 |
|
| Selling
and distribution |
|
20 |
17,832 |
15,997 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
38,698 |
34,686 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
126,921 |
109,169 |
|
|
|
|
------------------ |
------------------ |
|
| Financial
charges |
|
21 |
28,654 |
44,332 |
|
| Other income |
|
22 |
(2,669) |
(525) |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
25,985 |
43,807 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
100,936 |
65,362 |
|
| Workers'
profits participation fund |
|
|
5,047 |
3,268 |
|
|
|
|
------------------ |
------------------ |
|
| Profit
for the year |
|
|
95,889 |
62,094 |
|
| Accumulated
profit/(loss) brought forward |
|
|
9,927 |
(52,167) |
|
|
|
|
------------------ |
------------------ |
|
| Available
for appropriation |
|
|
105,816 |
9,927 |
|
|
|
|
|
|
| Appropriations |
|
|
|
| Transfer
to general reserve |
|
30,000 |
-- |
|
| Proposed
dividend @ Rs 2.50 per share (1998: Rs Nil) |
|
75,000 |
-- |
|
|
|
------------------ |
------------------ |
|
|
|
105,000 |
-- |
|
|
|
------------------ |
------------------ |
|
| Unappropriated
profit carried forward |
|
816 |
9,927 |
|
|
|
|
|
|
========== |
========== |
|
|
|
|
|
|
| The
annexed notes form an integral part of these accounts. |
|
|
|
Javed Aslam |
|
Akira Yamamura |
|
|
Chief Executive |
|
Director |
|
|
|
|
| CASH
FLOW STATEMENT |
|
| FOR
THE YEAR ENDED JUNE 30, 1999 |
|
|
|
|
Note |
1999 |
1998 |
|
|
|
|
|
(Rupees in
thousand) |
|
|
|
|
| Cash
Flow From Operating Activities |
|
|
| Cash
generated from operations |
|
24 |
157,039 |
156,582 |
|
| Financial
charges paid |
|
(28,510) |
(46,428) |
|
|
|
------------------ |
------------------ |
|
| Net
cash inflow from operating activities |
|
128,529 |
110,154 |
|
|
|
|
| Cash
Flow From Investing Activities |
|
|
|
|
| Sale
proceeds of fixed assets |
|
|
|
881 |
-- |
|
| Fixed
capital expenditure |
|
|
(6,087) |
(3,588) |
|
|
|
|
|
------------------ |
------------------ |
|
| Net
cash (outflow) from investing activities |
|
(5,206) |
(3,588) |
|
|
|
|
| Cash
Flow From Financing Activities |
|
|
| Long
term finance received |
|
|
-- |
40,000 |
|
| Repayment
of liability against assets subject |
|
|
|
|
| to finance lease |
|
|
(83,858) |
(76,235) |
|
| Repayment
of long term finance |
|
|
|
(13,333) |
(6,667) |
|
|
|
|
|
|
------------------ |
------------------ |
|
| Net
cash (outflow) from financing activities |
|
(97,191) |
(42,902) |
|
|
|
|
------------------ |
------------------ |
|
| Net
Increase in Cash and Cash Equivalents |
|
26,132 |
63,664 |
|
| Cash
and cash equivalents at beginning of the year |
|
(14,538) |
(78,202) |
|
|
|
|
------------------ |
------------------ |
|
| Cash
and Cash Equivalents |
|
|
|
| at
end of the year |
|
24.1 |
11,594 |
(14,538) |
|
|
|
|
========== |
========== |
|
|
|
Javed Aslam |
|
Akira Yamamura |
|
|
Chief Executive |
|
Director |
|
|
|
| NOTES
TO THE ACCOUNTS |
|
| FOR
THE YEAR ENDED JUNE 30, 1999 |
|
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| 1.
The Company' and its operations |
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| The
Company is a public company incorporated in Pakistan under the Companies |
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| Ordinance,
1984 and is listed on stock exchanges in Pakistan. It is principally engaged |
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| in
the manufacture and sale of biaxially oriented polypropylene (BOPP) film. |
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| 2.
Significant accounting policies |
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| 2.1
Accounting convention |
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| These
accounts have been prepared under the historical cost convention. |
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| 2.2
Retirement benefits |
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| The
Company operates a defined Contributory Provident Fund covering permanent |
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| employees.
Equal monthly contributions are made, both by the Company and |
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| the
employee, to the fund. |
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| The
Company also contributes towards pension of certain executives of the |
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| Company
who are member of an approved Contributory Pension Fund of an |
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| associated
company. |
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| Contributions
made by the Company are charged to income currently. |
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| 2.3 Taxation |
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| Profit
and gains derived by the Company are exempt from income tax for a |
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| period
of eight years beginning commencement of commercial production on |
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