| Pakistan Fisheries Limited |
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|
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| Annual Report 1999 |
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| CONTENTS |
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| Company Information |
|
|
| Notice of Meeting |
|
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| Directors'
Report |
|
|
| Auditors'
Report to the Members |
|
| Balance
Sheet |
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|
| Profit
& Loss Account |
|
|
| Statement of Cash Flow |
|
|
| Notes to the Accounts |
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| Pattern
of Holding of Shares |
|
|
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| COMPANY
INFORMATION |
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|
| BOARD
OF DIRECTORS |
|
| MR.
SULEMAN I. VOHRA (Chief Executive) |
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| DR. ZUBAIR S. VOHRA |
|
| MRS.
ZARINA S. VOHRA |
|
| MR. ANAS VOHRA |
|
| MR. M. USMAN VOHRA |
|
| MR MASTA KHAN |
|
| MR.
SHAHID GHAFFAR (N.I.T. Nominee) |
|
|
| COMPANY
SECRETARY |
|
| M R. M.I. HASAN |
|
|
| AUDITORS |
|
| DAUDALLY
LALANI & CO. |
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| Chartered Accountants |
|
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| REGISTERED
OFFICE AND FACTORY |
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| A-4, Fish Harbour, |
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| West Wharf, |
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| Karachi. |
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|
| NOTICE
OF THE 39TH ANNUAL |
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| GENERAL
MEETING OF SHARE HOLDERS |
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|
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| NOTICE
is hereby given that 39th Annual General Meeting of shareholders of the
Company will |
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| be
held on 24-12-1999 at 4:30 p.m. at the Registered Office of the Company
situated at A-4, |
|
| Fish
Harbour, West Wharf, Karachi, to transact the following business · |
|
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| 1. To confirm the Minutes of the 38th Annual
General Meeting. |
|
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| 2. To receive, consider and adopt the audited
Financial Statements of the Company |
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| together
with the Director's and Auditor's Report for the year ended 30th June, 1999. |
|
|
| 3.
To appoint auditors for the year ending June 30th, 2000 and to fix their
remuneration. |
|
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| 4.
To elect 7 Directors for a period of 3 years in accordance with the provision
of Section |
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| 178 of the Companies Ordinance, 1984. The
number of elected Directors of the company |
|
| has been fixed at SEVEN by the Board, all
present Directors will stand retired and |
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| shall be eligible to offer themselves for
re-election. The following members are eligible |
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| have notified there intention to offer
themselves for election as Directors. |
|
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| 1:
MR. SULEMAN I. VOHRA (Chief
Executive) |
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| 2: DR. ZUBAIR S. VOHRA |
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| 3:
MRS. ZARINA S. VOHRA |
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| 4: MR. ANAS VOHRA |
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| 5: MR. M. USMAN VOHRA |
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| 6: MR. MASTA KHAN |
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| 7:
MR. SHAHID GHAFFAR (N.I.T. Nominee) |
|
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| To
transact any other business which can be transacted at the Annual General
Meeting |
|
| with
the permission of the Chair. |
|
|
By the Order of the Board |
|
|
|
M.I. HASAN |
|
| Karachi,
dated: 20-11-1999 |
Company Secretary |
|
|
| NOTES
· i. A member entitled to attend and vote at the Meeting may appoint another
member, |
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| as his/her Proxy. The instrument of Proxy,
in order to be valid must be received at |
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| the Registered Office of the Company, not
later than 48 hours before the Annual |
|
| General Meeting. |
|
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| ii.
Shareholders are requested to immediately notify the change of address, if
any, |
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| to
the Shares Department of the Company. |
|
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| iii.
In terms of Section 178(3) of the Companies Ordinance, 1984 any person who |
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| seeks to contest an election to the office
of. Director, whether he is retiring Director |
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| or otherwise, shall file with the Company,
not later than fourteen (14) days before |
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| the date of this meeting, a notice of his
intention to offer himself for election as a |
|
| Director. |
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|
|
| DIRECTORS'
REPORT TO THE SHAREHOLDERS |
|
|
| The
Directors hereby present 39th Annual Report together with the audited
statements of |
|
| account
for the year ended June 30, 1999. The earning per share during the year was a
negative |
|
| Rs. 4.42/= |
|
|
| The
Board of Directors are seriously considering to reactivate the Plant &
bring it into operation. |
|
| For
this purpose necessary formalities are being completed and concerned
departments / |
|
| Govt.
Authorities are being approached. |
|
|
| (1)
For the purpose of reviving this sick unit the Management has finally
succeeded in |
|
| arranging
funds from M/s. Sea Link, U.S.A. to the tune of USD$ 250,000 as a long |
|
| term
loan carrying interest at lower of 7.5% OR LIBOR + 1.5% p.a. |
|
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| (2)
First installment of $125,000 was received on 29/10/1997. The Management is |
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| pursuing
hard to get the 2rid Installment of the loan released which will be utilized |
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| to
bring the plant into operation. The Management is hopeful in its effects. |
|
|
| (3)
The loan is repayable in seven years (including a grace period of two years)
from the |
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| date of disbursement. |
|
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| (4)
The Management is also arranging to obtain private loans from the Company's |
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| directors and associated companies for
working Capital requirements and to install |
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| new Machinery and for renovation of the
factory. |
|
|
| REPORTS
AND ACCOUNTS: |
|
| Due
to the continued closure of operations, the Company incurred a loss of Rs.
1,324,582 |
|
| during
the year after providing Rs. 19,716 for depreciation on Written Down Value of
Fixed |
|
| Assets.
The accumulated loss is as follows:- |
|
|
| -- Deficit Balance from last year |
|
(24,606,066) |
|
| -- Add: Net Loss for the year |
|
(1,324,582) |
|
| -- Deficit Balance
Carried Forward to next year |
(25,930,648) |
|
|
|
|
| AUDITORS: |
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| The
Retiring Auditors M/s. DAUDALLY LALANI & CO. Chartered Accountants being
eligible |
|
| offer
themselves for re-appointment. |
|
|
| Date: 20-11-1999 |
|
|
|
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
|
| We
have audited the annexed Balance Sheet of PAKISTAN FISHERIES LIMITED as at
June |
|
| 30,
1999 and the related Profit and Loss Account and Statement of Cash Flow,
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: |
|
|
| The
financial statements have been prepared and presented on a going concern
basis. The |
|
| validity
of this depends on the Company being able to obtain finance sufficient for
the reactivation |
|
| of
the operations of its business, in the absence of which, the basis would be
invalid and |
|
| adjustments
would have to be made in the carrying value of the Company's assets and
liabilities |
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| and
the presentation of the financial statements would have to be changed
accordingly. |
|
|
| Except
for the effects of our foregoing reservation, we report that: |
|
|
| a)
In our opinion, proper books of account have been kept by the Company as
required by |
|
| the Companies Ordinance, 1984; |
|
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| b) In our opinion: |
|
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| i.
the Balance Sheet and the Profit and Loss Account together with the notes
thereon |
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| 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; |
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| and |
|
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| 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 cash flow, together |
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| 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 loss and the 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. |
|
|
| Daudally Lalani & Co. |
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| CHARTERED
ACCOUNTANTS |
|
| KARACHI: |
|
|
| Date: 20-11-1999 |
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|
|
| BALANCE
SHEET AS AT JUNE 30, 1999 |
|
|
|
1999 |
1998 |
|
|
Note |
Rupees |
Rupees |
|
| SHARE
CAPITAL AND RESERVES |
|
| Authorized share capital |
|
| 1,000,000
Ordinary shares of Rs. 10 each |
|
10,000,000 |
10,000,000 |
|
|
=========== |
=========== |
|
| Issued,
Subscribed and paid-up |
|
| share capital |
|
| 260,000
Ordinary Shares of |
|
| Rs.
10 each fully paid-up in cash. |
|
| 40,000 Ordinary Shares of |
|
2,600,000 |
2,600,000 |
|
| Rs.
10 each issued as fully paid |
|
| Bonus Shares |
|
400,000 |
400,000 |
|
|
------------------- |
------------------- |
|
|
3,000,000 |
3,000,000 |
|
| Tax Holiday Reserve |
|
805,700 |
805,700 |
|
| Accumulated losses |
|
(25,930,648) |
(24,606,066) |
|
|
------------------- |
------------------- |
|
|
(22,124,948) |
(20,800,366) |
|
|
|
|
| LONG TERM LOANS |
|
|
|
| Secured Loans |
|
3 |
7,322,779 |
7,972,780 |
|
| Unsecured Loans |
|
4 |
12,806,217 |
10,923,437 |
|
|
|
------------------- |
------------------- |
|
|
|
20,128,996 |
18,896,217 |
|
|
|
|
| CURRENT LIABILITIES |
|
| Creditors |
|
903,615 |
903,615 |
|
| Accrued Expenses |
|
1,434,013 |
1,434,013 |
|
| Unclaimed dividend |
|
5,115 |
5,115 |
|
|
------------------- |
------------------- |
|
|
2,342,743 |
2,342,743 |
|
|
------------------- |
------------------- |
|
|
346,791 |
438,594 |
|
|
=========== |
=========== |
|
| TANGIBLE
FIXED ASSETS |
|
5 |
306,763 |
326,479 |
|
| CURRENT ASSETS |
|
6 |
|
| Cash and Bank Balances |
|
40,028 |
112,115 |
|
|
------------------- |
------------------- |
|
|
346,791 |
438,594 |
|
|
=========== |
=========== |
|
| The
annexed notes form an integral part of these accounts. |
|
|
|
Chief Executive |
|
Director |
|
|
|
|
|
1999 |
1998 |
|
|
Note |
Rupees |
Rupees |
|
|
|
|
| PROFIT
AND LOSS ACCOUNT |
|
| FOR
THE YEAR ENDED JUNE 30, 1999 |
|
|
|
|
| NON
OPERATIONAL EXPENSES |
|
| Factory Overheads |
|
7 |
55,010 |
175,083 |
|
| Administration |
|
8 |
36,793 |
291,092 |
|
|
|
------------------- |
------------------- |
|
|
91,803 |
466,175 |
|
| Financial Charges |
|
9 |
510,904 |
291,010 |
|
|
| Exchange
Loss on translation of Foreign |
|
| Currency loan |
|
721,875 |
299,250 |
|
|
------------------- |
------------------- |
|
| Loss for the year |
|
(1,324,582) |
(1,056,435) |
|
|
| Accumulated losses |
|
| brought forward |
|
(24,606,066) |
(28,169,032) |
|
|
| Liability written back |
|
| against secured loan |
|
|
|
-- |
4,619,401 |
|
|
------------------- |
------------------- |
|
|
(24,606,066) |
(23,549,631) |
|
| Accumulated
losses carried |
|
------------------- |
------------------- |
|
| forward |
|
(25,930,648) |
(24,606,066) |
|
|
=========== |
=========== |
|
| .(Loss)
for the year per share |
|
Rs. (4.42) |
Rs. (3.52) |
|
|
| The
annexed notes form an integral part of these accounts. |
|
|
| Chief Executive |
|
Director |
|
|
|
| STATEMENT
OF CASH FLOW |
|
| FOR
THE YEAR ENDED JUNE 30, 1999 |
|
|
1999 |
1998 |
|
|
Note |
Rupees |
Rupees |
|
| Cash
Flow From Operating Activities: |
|
|
|
|
| (Loss) for the year |
|
(1,324,582) |
(1,056,435) |
|
| Less
adjustments for items not involving |
|
| movement of cash: |
|
|
| Depreciation |
|
19,716 |
21,177 |
|
| Exchange loss |
|
721,875 |
299,250 |
|
| Financial Charges |
|
510,904 |
290,000 |
|
|
------------------- |
------------------- |
|
| Cash
(Loss) before working capital changes |
|
(72,087) |
(446,008) |
|
|
| Effect
On Cash Flow Due To |
|
| Working
Capital Changes: |
|
| Increase
in current liabilities |
|
- |
7,500 |
|
|
------------------- |
------------------- |
|
| Cash used in operations |
|
(72,087) |
(438,508) |
|
|
|
|
| Cash
Flow From Financing Activities: |
|
|
| Repayment of UBL loan |
|
- |
(5,005,650) |
|
| Loan
received from M/s Sea Link (USA) |
|
- |
5,500,750 |
|
|
------------------- |
------------------- |
|
|
(72,087) |
56,592 |
|
| Cash
and cash equivalents at beginning of the year |
|
112,115 |
55,523 |
|
|
------------------- |
------------------- |
|
| Cash
and cash equivalents at end of the year |
|
40,028 |
112,115 |
|
|
=========== |
=========== |
|
| Chief Executive |
|
Director |
|
|
|
|
| NOTES
TO THE ACCOUNTS |
|
| FOR
THE YEAR ENDED JUNE 30, 1999 |
|
|
| 1.
STATUS AND NATURE OF BUSINESS |
|
|
| Pakistan
Fisheries Limited is a public limited company incorporated in Pakistan and
it's |
|
| shares
are quoted on the Karachi Stock Exchange. The Company's principal business |
|
| was
processing and export of Sea Foods which has been discontinued since 1981. |
|
|
| 2.
SIGNIFICANT ACCOUNTING POLICIES |
|
|
| 2.1
Basis for preparation of the accounts |
|
|
| These
financial statements have been prepared in compliance with the requirements |
|
| of
International Accounting Standards adopted by the Institute of Chartered |
|
| Accountants
of Pakistan which are applicable to the Company. |
|
|
| 2.2
Accounting Convention |
|
| These
accounts have been prepared under historical cost convention. |
|
|
| 2.3 Fixed Assets |
|
| Fixed
assets are stated at cost less accumulated depreciation. |
|
|
| Depreciation
is charged to profit and loss account using reducing installment |
|
| method
and the rates used are stated in the relevant note. In respect of additions |
|
| during
the year, depreciation is charged for the full year, however, no depreciation |
|
| is
charged in the year of disposal of an asset. |
|
|
| Maintenance
and normal repairs are charged to income as and when incurred. |
|
| Major
renewals and improvements are capitalized and the assets replaced, if |
|
| any,
are retired, Gain or Loss on disposal of asset is included in current income. |
|
|
| 2.3
Foreign Currency Translation |
|
| Transactions
in foreign currency are converted into rupees at the rate of exchange |
|
| on
the date of transactions. Monetary assets and liabilities in foreign currency |
|
| are
translated into rupees at the rate of exchange ruling at the balance sheet |
|
| date. |
|
|
| 2.4 Taxation |
|
| Taxation
is provided on the basis of taxable income at current rates of taxation |
|
| after
taking into account admissible tax credit and rebates if any. Deferred
taxation |
|
| is
provided on material timing differences using the liability method. |
|
|
1999 |
1998 |
|
|
Rupees |
Rupees |
|
|
| 3. SECURED LOANS |
|
|
| Local Currency |
|
| Citibank (3.1) |
|
- |
1,882,780 |
|
|
| Foreign
Currency |
|
| M/s Sea Link (U.S.A) (3.2) |
|
| Principal US $125,000 (1998: US $125,000) |
|
6,487,500 |
5,800,000 |
|
| Interest
due US $ 16,094 (1998: US $ 6,250) |
|
835,279 |
290,000 |
|
|
------------------ |
------------------ |
|
|
7,322,779 |
6,090,000 |
|
|
------------------ |
------------------ |
|
|
7,322,779 |
7,972,780 |
|
|
========== |
========== |
|
| 3.1
This loan has been fully paid by the associated undertaking. |
|
|
| 3.2
An agreement has been entered by the company with M/s. Sea Link, a USA based
firm, |
|
| under which a sum of USD 125,000 has been
provided to the company as on 29, October |
|
| 1997 as a long term loan out of total
committed amount of USD 250,000. The partial |
|
| disbursement has been utilized towards the
full and final settlement of local currency loan |
|
| in the year ended June 30,1998. The balance
amount, on receipt, will be utilized to renovate |
|
| the company's plant and to reactivate the
company's business activities. The loan shall |
|
| be repayable in US $ in 5 equal annual
installment, commencing after a grace period of |
|
| two years from the disbursement date of
loan. The loan carries compound interest at lower |
|
| of 7.5% or relevant LIBOR+1.5% p.a.,
prevailing on the loan disbursement date and shall |
|
| be payable on yearly basis. The loan is
secured against personal guarantee of directors. |
|
| M/s. Sea Link USA will have the option to
convert part of loan into equity share capital of |
|
| the company. |
|
|
|
| 4.
UNSECURED LOANS-Interest Free |
|
| Associated Companies |
|
12,356,217 |
10,473,437 |
|
| Directors |
|
450,000 |
450,000 |
|
|
------------------ |
------------------ |
|
|
12,806,217 |
10,923,437 |
|
|
========== |
========== |
|
|
|
| 5.
OPERATING FIXED ASSETS |
|
|
COST |
DEPRECIATION |
|
|
WRITTEN |
|
| Particulars |
As on |
As on |
As on |
For the |
As on |
DOWN VALUE |
Rate |
|
July |
June |
July |
Year |
June |
AS ON JUNE |
% |
|
1, 1998 |
30, 1999 |
1, 1998 |
|
30, 1999 |
30, 1999 |
p.a. |
|
| Lease Hold Land |
22,253 |
22,253 |
15,838 |
257 |
16,095 |
6,158 |
4 |
| Factory Building, Karachi |
1,158,532 |
1,158,532 |
912,435 |
12,305 |
924,740 |
233,792 |
5 |
| Factory Building, Lahore |
19,823 |
19,823 |
14,803 |
251 |
15,054 |
4,769 |
5 |
| Plant & Machinery |
1,311,348 |
1,311,348 |
1,251,939 |
5,941 |
1,257,880 |
53,468 |
10 |
| Furniture & Upholstery |
8,395 |
8,395 |
7,048 |
81 |
7,129 |
1,266 |
6 |
| Factory Equipments |
61,417 |
61,417 |
60,854 |
84 |
60,938 |
479 |
15 |
| fools & Implements |
7,319 |
7,319 |
7,267 |
8 |
7,275 |
44 |
15 |
| Gas Installation |
2,534 |
2,534 |
2431 |
10 |
2,441 |
93 |
10 |
| Scales |
35,891 |
35,891 |
35,404 |
73 |
35,477 |
414 |
15 |
| AT OFFICE |
|
| Furniture & Fixture |
21,565 |
21,565 |
18,226 |
200 |
18,426 |
3,139 |
6 |
| Office Equipment |
14,154 |
14,154 |
14,047 |
16 |
14,063 |
91 |
15 |
| Inter Communication |
9,208 |
9,208 |
8,838 |
37 |
8,875 |
333 |
10 |
| Electric Installations |
64,556 |
64,556 |
61,847 |
406 |
62,253 |
2,303 |
15 |
| Electric Fittings |
11,477 |
11,477 |
11,016 |
46 |
11,062 |
415 |
10 |
|
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
| 1999 : Rupees |
2,748,472 |
2,748,472 |
2,421,993 |
19,716 |
2,441,709 |
306,763 |
- |
|
============ |
============ |
============ |
============ |
============ |
============ |
============ |
| 1998: Rupees |
2,748,472 |
2,748,472 |
2,400,818 |
21,177 |
2,421,993 |
326,479 |
- |
|
============ |
============ |
============ |
============ |
============ |
============ |
============ |
|
|
|
1999 |
1998 |
|
|
Rupees |
Rupees |
|
| 6.
CASH AND BANK BALANCES |
|
|
| Cash in Hand |
|
5,458 |
77,545 |
|
| Cash
at bank on sundry deposit account |
|
| (this
deposit is retained by the United Bank Limited for |
|
| Payment
to suppliers, M/s Hanif and Company |
|
| Rs.
34,570/- against purchase of seafood) |
|
34,570 |
34,570 |
|
|
------------------ |
------------------ |
|
|
40,028 |
112,115 |
|
|
============ |
============ |
|
| 7
FACTORY OVERHEADS |
|
| Rent, Rates and Taxes |
|
- |
1,400 |
|
| Salaries,
Wages and Benefits |
|
36,000 |
153,308 |
|
| Depreciation |
|
19,010 |
20,375 |
|
|
------------------ |
------------------ |
|
|
55,010 |
175,083 |
|
|
============ |
============ |
|
| 8 ADMINISTRATION |
|
|
| Advertisement
and publicity |
|
- |
2,200 |
|
| Printing and stationary |
|
17,650 |
15,365 |
|
| Telephone and postages |
|
5,417 |
8,065 |
|
| Fees and licenses |
|
2,800 |
- |
|
| Salaries,
wages and benefits |
|
- |
245,700 |
|
| Annual meeting expenses |
|
1,720 |
3,730 |
|
| Transport
and conveyance |
|
1,000 |
130 |
|
| Miscellaneous |
|
- |
100 |
|
| Depreciation |
|
706 |
802 |
|
| Audit fee |
|
7,500 |
15,000 |
|
|
------------------ |
------------------ |
|
|
36,793 |
291,092 |
|
|
============ |
============ |
|
|
|
|
| 8.1
DIRECTORS' AND EXECUTIVES' EMOLUMENTS |
|
|
| No
remuneration was paid and no perquisites were provided to the Chief Executive
and |
|
| any
of the Directors and Officers of the Company during the year. |
|
|
| 9
FINANICAL CHARGES |
|
| Bank charges |
|
- |
1,010 |
|
| Mark-up
on Foreign Currency Loan |
|
510,904 |
290,000 |
|
|
------------------ |
------------------ |
|
|
510,904 |
291,010 |
|
|
============ |
============ |
|
|
| 10
INCOME TAX ASSESSMENT |
|
|
| Keeping
in view the tax history of the company i.e., assessments at NIL income for
its |
|
| being
in-operative, and loss for the year, no tax provision has been made in these
accounts. |
|
|
| 11
CAPACITY UTILIZATION |
|
|
| a) Installed
capacity 3 Shifts: Operation for 300 days |
|
2,363,600 kgs |
2,363,600 kgs |
|
|
|
|
| b) Utilized Capacity |
|
-- |
-- |
|
|
=========== |
=========== |
|
| c)
The Company remained dormant throughout the |
|
| financial year due to non |
