| Ghandhara Nissan Limited |
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| Annual
Report 1999 |
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| Contents |
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| Company
Profile |
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| Notice
of Meeting |
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| Chairman
and Directors' Report |
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| Auditors'
Report to the Members |
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| Balance Sheet |
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| Profit
& Loss Account |
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| Statement
of Changes in Financial Position |
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| Notes
to the Accounts |
|
| Pattern
of Shareholding |
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|
|
| Company
Profile |
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|
| BOARD
OF DIRECTORS |
|
| Mr.
Raza Kuli Khan Khattak |
|
Chairman |
|
| Lt.
Gen. (Retd) Ali Kuli Khan Khattak |
Chief Executive |
|
| Mr.
Ahmed Kuli Khan Khattak |
|
| Begum
Tehmina H. Khan |
|
| Mr.
Mushtaq Ahmed Khan |
|
| Mr.
Jamil A. Shah |
|
| Mr.
Mehmood Trunkwala |
|
| Mr.
Samir Ahmed |
|
| Mr. M. Doi |
|
| Mr.
Pervez I. Khan |
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| COMPANY
SECRETARY |
|
| Mr.
Mohammad Saleem Baig |
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| REGISTERED
OFFICE |
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| Ghandhara
House |
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| 109/2,
Clifton Karachi. |
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| BANKERS
OF THE COMPANY |
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| Allied
Bank of Pakistan Ltd. |
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| Societe
Generale Bank |
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| The
Hong Kong & Shanghai Banking Corp. |
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| United
Bank Ltd. |
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| American
Express Bank Ltd. |
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| The
Muslim Commercial Bank Ltd. |
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| The
Bank of Tokyo- Mitsubishi Ltd. |
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| LEGAL
& TAX ADVISOR |
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| Shaukat
Law Associates |
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| 217-218,
Central Hotel Annexe |
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| Abdullah
Haroon Road, Karachi. |
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| AUDITORS |
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| M/s.
Taseer Hadi Khalid & Co. |
|
M/s. Nasim Akhtar &
Co. |
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| Chartered
Accountants |
|
Chartered Accountants |
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| 1st
Floor, Sheikh Sultan |
|
348 Al-Noor Chamber |
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| Trust
Building No. 2, |
|
Plaza Square, M.A. Jinnah
Road |
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| Beaumont
Road, Karachi. |
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Karachi. |
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| SHARE
REGISTRAR |
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| T.H.K.
Associates (Pvt) Ltd. |
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| Ground
floor, Sheikh Sultan |
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| Trust
Building No. 2, |
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| Beaumont
Road, Karachi. |
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| Notice
of Annual General Meeting |
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| NOTICE
IS HEREBY GIVEN that 17th Annual General Meeting of the Company will be held
on |
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| Friday,
31st December 1999, at 11:30 a.m at Avail Tower Hotel Karachi to transact the
following business:- |
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| ORDINARY
BUSINESS |
|
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| To
receive, consider and adopt the Audited Accounts together with the Chairman
and Directors' |
|
| Report
for the year ended 30th June, 1999. |
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| To
appoint Auditors and fix their remunerations. The present Auditors M/s Taseer
Hadi Khaild & Co. |
|
| Chartered
accountants and M/s Nasim Akhter & Co. Chartered Accountants have
retired. The company |
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| has
received a request from a shareholder under Section 253(2) of the Companies
Ordinance 1984, |
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| proposing
to appoint M/s Hameed Chaudhary & Co. Chartered Accountants and M/s
Muniff Zia-uddin |
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| &
Co. Chartered Accountants as auditors of the company for the year ending
30thJune, 2000 in place |
|
| of
retiring auditors. |
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| SPECIAL
BUSINESS |
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|
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| To
consider and approve the following Special Resolution for increase in Paid-up
Capital without issue |
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| of
Right Shares of the Company to all the existing shareholders under Section
86(1) of the Companies |
|
| Ordinance,
1984. |
|
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| "Resolved
that the paid-up capital of the company be and is hereby increased from Rs.
100.00 million |
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| to
Rs. 150.00 million by issuing 5 million ordinary share of Rs. 10/- each at
par without issue of Right |
|
| Shares
to all the Existing Shareholders in proportion to their existing
shareholding. Further Resolved |
|
| that
the company be and is hereby authorized to issue 5 million ordinary shares of
Rs. 10/- each at par, |
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| subject
to the approval of Government of Pakistan, to the following Sponsors /
Directors / Promoters, |
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| who
have already deposited the share money with the company:- |
|
|
| Name
of Sponsor |
|
No. of Shares |
Rupees |
|
| 1.
Bibojee Group |
|
4,444,450 |
44,444,500 |
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| 2.
Tomen Corporation |
|
555,550 |
5,555,500 |
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| Total |
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5,000,000 |
50,000,000 |
|
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| "Further
Resolved that the Company Secretary be and is hereby authorized to give
effect to the |
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| foregoing
Resolution and to do or cause to be done all acts, deeds and things that may
be necessary |
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| or
required for increasing the paid-up capital of the company. The Company
Secretary is also |
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| authorized
to sign the documents/Forms/Returns on behalf of the Company." |
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| OTHER
BUSINESS |
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| To
transact any other business as may be placed before the meeting with the
permission of the |
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| Chairman. |
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|
By order of the Board |
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| Karachi |
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|
Mohammad Saleem Baig |
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| Dated:
9th Dec., 1999 |
|
Company Secretary |
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|
|
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| Statement
under Section 160 of the Companies Ordinance 1984. |
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| Increase
in paid-up capital without issue of Right Shares is made due to current
economic and market |
|
| conditions.
The Company may be allowed to issue 5 million shares to the following
Sponsors/ |
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| Directors/Promoters
who have already deposited the share money with the company, subject to the |
|
| approval
of Government of Pakistan:- |
|
|
| Name
of Sponsor |
|
No. of Shares |
Rupees |
|
| 1.
Bibojee Group |
|
4,444,450 |
44,444,500 |
|
| 2.
Tomen Corporation |
|
555,550 |
5,555,500 |
|
| Total |
|
5,000,000 |
50,000,000 |
|
|
| All
the directors are nominee and they do not hold shares in their personal
capacity, therefore, they |
|
| do
not have any personal interest with the issuance of shares. |
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|
| NOTES: |
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|
|
| 1.
The share transfer book of tile company will remain closed from 28th
December, 1999 to 5th January, |
|
| 2000
(both days inclusive) |
|
|
| 2.
A member entitled to attend and vote at this meeting may appoint another
member as his/her proxy |
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| to
attend the meeting and vote for him/her. No person shall act as a proxy who
is not a member of the |
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| company.
Proxies in order to be effective must be received by the company not less
then 48 hours |
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| before
the meeting. |
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| 3.
Shareholders are requested to immediately notify the company of any change in
their addresses. |
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|
| Chairman
and Directors' Report |
|
| For
the year ended 30th June, 1999 |
|
|
| I
am pleased to welcome you all on behalf of the Board of Directors to the
seventeenth annual general meeting |
|
| of
shareholders of the company to present you the Annual Report for the year
ended 30th June, 1999. |
|
|
| Economy |
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| Pakistan's
economy is passing through a difficult phase for the last many years.
However, the year under |
|
| review
was the most difficult one, as the economic activities decelerated and the
real GDP growth |
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| decreased
to 3.1 percent in 1998-99 as compared with 4.3 percent last year. Now in the
running fiscal year, |
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| economic
activities are expected to improve and GDP is expected to grow by 1 percent. |
|
|
| Change
in Management |
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| Unfortunately,
in December 1994, when the Car Assembly Project was still at the
implementation stage, GNL's |
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| Founder
Chairman, General Habibullah passed away and the effective management of GNL
passed to its other |
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| partner,
who could not made the venture success despite of great potential in
automobile sector and Nissan's |
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| Strength. |
|
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| Now
I am pleased to inform you that the operating management of your company has
changed and |
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| General
Habibullah's Group, has acquired shares from other sponsor with the sole
objective to revive |
|
| Ghandhara
and exploit the potential of the company. Further, the Board of Directors
have also |
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| appointed
Lt Gen. Ali Kuli Khan Khattak as Chief Executive of the company with effect
from 11th June, 1999. |
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|
| Financial
Restructuring |
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| In
order to make the company financially viable and reduce its debt burden the
new management is |
|
| negotiating
a Financial Restructuring Package with the following objectives: |
|
|
| To
make the company financially efficient by swapping short term expensive lease
debts with |
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| medium
term bank loans at a lower interest rate. |
|
|
|
|
| Increase
the equity base. |
|
|
| Optimum
utilization o the plant capacity by: |
|
|
| a)
producing wider and more attractive range of Nissan products. |
|
| b)
Going in for contact assembly. |
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|
|
| Immediately
after taking over the charge, the new management got engaged in the
restructuring of the |
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| company.
For this purpose, it evolved a workable financial package, which address at
the major creditors of |
|
| the
company. However, major emphasis was given for the settlement with the lease
creditors, and arranged |
|
| fresh
cash of Rs. 60 million to pay the lease creditors in order to bring the
leverage down. |
|
|
| I
am delighted to inform you that your new management has successfully
negotiated a deal with lease creditors |
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| with
a waiver of 60% mark-up in the event payment is made by 31st December, 1999
or 50% mark-up if the |
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| payment
is made by 31st March, 2000. Upon implementation of the plan for the swapping
of debts, the |
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| company
will realize a benefit of Rs. 123 million as waiver of the accrued mark-up. |
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|
| Business
Potential-Contract Assembly |
|
| In
addition to Nissan car assembly, the management is actively monitoring the
implementation program for |
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| the
assembly of Daewoo vehicles at GNL car plant. Contact assembly will enhance
company's profitability |
|
| and
its viability. All efforts are being made and Insha Allah Daewoo Matiz car
will roll out in the second quarter |
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| of next year. |
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| Review
of Operations |
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| During
the year 1998-99, the plant capacity remained heavily under utilized and the
company was able to sell |
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| 461units
only. On account of severe liquidity problem, the planned sales volume could
not be realized, |
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| consequently
company suffered losses. |
|
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| The
company's plan to launch new model was also delayed due to lack of working
capital, which restrained |
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| the
company from importing additional CKD kits and procurement of local material. |
|
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| The
fixed factory overheads remained unabsorbed due to low production volume.
Further, high financial |
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| charges,
exchange loss on foreign currency liability due to rupee devaluation and Yen-
Rupee exchange parity |
|
| at
the financial year end, incorporation of GNLs share in associated companies
losses, all contributed towards |
|
| the
loss for the year. |
|
|
| A
summary of financial results for the year is as under: |
|
|
|
|
(Rs. in '000) |
|
|
|
|
|
| Turnover |
|
|
290,951 |
|
| Marginal Profit |
|
|
23,389 |
|
| Unabsorbed
Factory Overheads |
|
79,565 |
|
| Gross
Profit / (Loss) |
|
(56,176) |
|
| Financial
Charges |
|
156,055 |
|
| Profit
/ (Loss) for the year before taxation |
|
(281,179) |
|
| Provision
for taxation |
|
4,267 |
|
| Profit
/ (Loss) for the year after taxation |
|
(285,446) |
|
| Profit/(Loss)
brought forward |
|
(237,186) |
|
| Profit
/ (Loss) carried forward |
|
(522,632) |
|
|
| ASSOCIATED
COMPANIES |
|
|
|
| Ghandhara
Nissan Diesel Limited |
|
| Heavy
commercial vehicles market has witnessed a general slump and overall market
size has dropped |
|
| substantially,
thereby reducing the sales of the company and consequently it suffered
losses. |
|
|
| Ghandhara
Leasing Company Limited |
|
| The
leasing sector is passing through a recessionary phase due to stagnant
economic position and non- |
|
| performing
loans. This has affected tile profitability of tile entire sector. Ghandhara
leasing was unable to |
|
| arrange
funds during the year due to weak financials, rather some of its bankers
demanded repayment of |
|
| their
credit facilities, consequently the company was unable to write new leases
and suffered losses. |
|
|
| Future Outlook |
|
| Despite
slowdown in economic activities, the automobile sector is performing better.
The new management |
|
| is
confident to-implement the company's restructuring plans and to regain its
lost market share by making |
|
| Nissan's
Presence in 1.6L segment of the market, launching of new model and adopting
market oriented |
|
| policies.
The company is also expanding its dealership network to cater for the larger
market segment and |
|
| provide
better service to its customer. |
|
|
| Further,
assembly of Daewoo small cars at GNL car plant will contribute significant
revenue to the company |
|
| and
we believe that the engineering industry will continue to receive government
support in their |
|
| economic
policies. |
|
|
| Director's
Comments on the Auditors' Report |
|
| Your
directors have carefully considered the audit report to the shareholders and
are pleased to reply item- |
|
| wise as under. |
|
|
| Item
(c) of the Report |
|
| The
company is facing severe liquidity problems due to financial losses explained
above and lease debts being |
|
| short
term becoming due for payment during the year and hence could not service its
debts. The directors have |
|
| been
able to negotiate a package deal with the secured creditors, by virtue of
which, creditors have agreed |
|
| to
waive penal charges of Rs. 44.05 million alongwith 50% accrued mark-up (Rs.
123.4 million) upon debt |
|
| swapping
by 31st March 2000, for which an agreement dated 12th November, 1999 has been
executed with |
|
| the
creditors and down payment of Rs. 60 million has also been made from June
1999 to November, 1999. |
|
|
| Item
(d) of the Report |
|
| Further,
the Company could not pay the engineering and technical fee to Nissan Motor
Company, on which |
|
| they
have claimed a mark-up of Rs. 11.32 million. The management is negotiating
the terms of repayment and |
|
| conversion
of outstanding amount into long term loan. We are hopeful that on payment of
the engineering |
|
| and
technical fee, total mark-up shall be waived by our principals. |
|
|
| Item
(g) of the Report |
|
| The
directors are of the opinion that the company is a going concern for the
reasons that it continues to be |
|
| in
operation subsequent to the date of balance sheet. Secondly sponsors have
arranged Rs 160 million as |
|
| subordinated
loans from the directors/sponsors till 30th November, 1999 and are also
confident to repay the |
|
| lease
creditors by 31st March, 2000 as mentioned in Note 12 and as per agreement
referred to above. |
|
|
| Acknowledgment |
|
| The
Board of Directors would like to bring on record their acknowledgment for the
support extended by |
|
| Nissan
Motor Company, Tomen Corporation, dedicated workers, committed staff,
supportive vendors and |
|
| creditors
who understood company's problem and continued their support in such
difficult times. |
|
|
| Pattern
of Shareholding |
|
| Pattern
of shareholding is annexed |
|
|
| Auditors |
|
| The
present Auditors M/s Taseer Hadi Khaild & Co. Chartered Accountants and
M/s Nasim Akhter & Co. |
|
| Chartered
Accountants have retired. The company has received a request from a
shareholder under Section |
|
| 253(2)
of the Companies Ordinance 1984, proposing to appoint M/s Hameed Chaudhary
& Co. Chartered |
|
| Accountants
and M/s Muniff Zia-uddin & Co. Chartered Accountants as auditors of the
company for the year |
|
| ending
30th June, 2000 in place of retiring auditors. |
|
|
| Y2K
Compliance |
|
| The
company is fully aware about Y2K issue and has taken all the necessary
remedial measures to address the |
|
| issue. |
|
|
| Karachi. |
|
Raza Kuli Khan Khattak |
|
| 9th
December, 1999 |
|
Chairman |
|
|
|
|
|
| Auditors'
Report to the Members |
|
|
| We
have audited the annexed balance sheet of Ghandhara Nissan Limited as at 30
June 1999 and the related |
|
| profit
and loss account and statement of changes in financial position, together
with the notes forming part |
|
| thereof,
for the year then ended and except for the matter noted in para (c) and (d)
below, 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 tile company as
required by the Companies |
|
| Ordinance,
1984; |
|
|
| (b)
in our opinion: |
|
|
| i)
the balance sheet and profit and loss account together with tile 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)
as more hilly explained in note 10 and 12 to tile financial statements, the
major leasing companies and |
|
| development
financial institutions have not confirmed the outstanding balances and no
accrual has been |
|
| made
for penal mark-up amounting to Rs. 44.05 million which may be charged to the
company. The |
|
| company
expects that such mark-up will not ultimately be payable. The outcome of the
above is dependent |
|
| on
successful implementation of understanding referred to in note 12; |
|
|
| (d)
as more fully explained in note 11 to the financial statements, in view of
the pending negotiations, Tomen |
|
| Corporation
and Nissan Motor Company have not confirmed the outstanding balances
including the |
|
| engineering
and technical fees payable. Mark-up amounting to Rs. 11.32 million has been
claimed on |
|
| engineering
and technical fees payable which has not been accounted for and the fee has
been classified |
|
| as
a long term liability. Tile out come of the mark-up and classification of
liability is dependent on ongoing |
|
| negotiations; |
|
|
| (e)
in our opinion and to the best of our information and according to tile
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 except for non accrual of penal mark-up and classification of liabilities
referred to in para |
|
| (c)
and (d) above, respectively, give a true and fair view of the state of the
company's affairs as at 30June |
|
| 1999
and of the loss and tile changes in financial position for the year then
ended; |
|
|
| (f)
in our opinion, no zakat was deductible at source under the Zakat and Ushr
Ordinance, 1980; |
|
|
| (g)
without qualifying our opinion we draw attention to note 2 to the financial
statements. The company has |
|
| incurred
a net loss of Rs. 285.446 million during the year ended 30 June 1999 and, as
of that date, the |
|
| Company's
current liabilities exceeded its current assets by Rs. 593.779 million and
its total liabilities |
|
| exceeded
its total assets by Rs. 181.9 million. However, the financial statements have
been prepared under |
|
| going
concern assumption in view of the matters stated in note 2; and |
|
|
| (h)
without qualifying our opinion we draw attention to note 17. Certain of the
company's fixed assets have |
|
| been
revalued on a going concern basis by Hamid Mukhtar & Co. and the
valuation has been examined |
|
| by
Muniff Zia uddin & Co., Chartered Accountants. |
|
|
|
Nasim Akhter & Co. |
|
Taseer Hadi Khalid & Co. |
|
|
Chartered Accountants |
|
Chartered Accountants |
|
|
|
|
|
|
| Karachi. |
|
|
|
| Dated:
9th December, 1999 |
|
|
|
| Balance
Sheet As at 30 June 1999 |
|
|
| SHARE
CAPITAL AND RESERVES |
|
Note |
1999 |
1998 |
|
|
|
(Rupees
'000) |
|
| Authorised |
|
|
|
| 80,000,000
(1998: 30,000,000) ordinary shares |
|
|
| of Rs. 10 each |
|
|
800,000 |
800,000 |
|
|
|
|
========== |
========== |
|
| Issued,
subscribed and paid-up |
|
4 |
100,000 |
100,000 |
|
| Share
premium reserve |
|
|
40,000 |
40,000 |
|
| Accumulated
loss |
|
|
(522,632) |
(237,186) |
|
|
|
|
------------------ |
------------------ |
|
|
|
5 |
(387,632) |
(97,186) |
|
| Surplus
on Revaluation of Fixed Assets |
|
6 |
200,731 |
55,726 |
|
| Advance
Against Equity |
|
7 |
47,735 |
47,735 |
|
| Subordinated
Loan from |
|
|
|
|
| a
Director/Sponsors |
|
8 |
160,000 |
-- |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
25,834 |
6,275 |
|
| Long
Term Deposits |
|
9 |
14,111 |
13,111 |
|
| Long
Term Loans |
|
10 |
57,925 |
68,774 |
|
| Engineering
and Technical Fee Payable |
|
11 |
70,738 |
53,820 |
|
| Liability
Against Assets Subject to Finance Lease |
|
12 |
2,539 |
202,789 |
|
| Deferred
Liability for Staff Gratuity |
|
|
5,620 |
5,152 |
|
|
|
|
|
|
| CURRENT
LIABILITIES |
|
|
|
| Current
maturity of term loans and finance lease |
|
10 & 12 |
12,265 |
55,398 |
|
| Finance
under mark-up arrangements |
|
13 |
194,680 |
114,631 |
|
| Bills
payable against usuance LC's |
|
|
2,105 |
97,821 |
|
| Creditors,
accrued expenses and other liabilities |
|
14 |
587,510 |
370,673 |
|
| Taxation |
|
15 |
3,569 |
3,240 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
800,129 |
641,763 |
|
| Contingencies
and commitments |
|
16 |
-- |
-- |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
976,896 |
991,684 |
|
|
|
|
|
========== |
========== |
|
|
|
|
|
|
| FIXED ASSETS |
|
|
|
| Operating
assets |
|
17 |
641,479 |
579,958 |
|
| Capital
work-in-progress |
|
18 |
9,000 |
14,224 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
650,479 |
594,182 |
|
|
|
|
|
| Long
Term Deposits and Deferred Costs |
|
19 |
3,086 |
5,585 |
|
| Long
Term Investments |
|
20 |
116,981 |
125,991 |
|
|
|
|
|
|
| CURRENT
ASSETS |
|
|
|
| Stores,
spares and loose tools |
|
21 |
39,677 |
39,680 |
|
| Stock - in - trade |
|
|
22 |
103,081 |
132,057 |
|
| Trade
debts - unsecured considered good |
|
|
8,510 |
27,105 |
|
| Advances,
deposits, pre-payments and |
|
|
|
| other
receivables |
|
23 |
52,003 |
66,720 |
|
| Cash
and bank balances |
|
24 |
3,079 |
364 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
206,350 |
265,926 |
|
|
|
|
|
------------------ |
------------------ |
|
|
|
|
|
976,896 |
991,684 |
|
|
|
|
|
========== |
========== |
|
| These
accounts should be read in conjunction with the attached notes. |
|
|
|
|
|
|
|
|
|
|
CHIEF EXECUTIVE |
|
|
DIRECTOR |
|
|
|
|
|
|
| Profit
and Loss Account |
|
| For
the year ended 30 June 1999 |
|
|
|
Note |
1999 |
1998 |
|
|
|
(Rupees
'000) |
|
|
|
|
|
|
|
| Sales
and services |
|
25 |
290,951 |
584,378 |
|
| Cost of sales |
|
|
26 |
|
|
| Costs
including fixed overheads |
|
|
267,562 |
566,709 |
|
| Unabsorbed
Fixed factory overheads |
|
79,565 |
67,952 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
347,127 |
634,661 |
|
|
|
|
------------------ |
------------------ |
|
| Gross
(loss) / profit |
|
|
(56,176) |
(50,283) |
|
| Share
of loss of associated companies |
|
27 |
(34,484) |
(3,095) |
|
| Share
of loss of associated company in excess of cost |
|
| of
investment now reversed |
|
|
-- |
30,946 |
|
| Other income |
|
|
28 |
939 |
1,180 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
(89,721) |
(21,252) |
|
|
|
|
| OPERATING
EXPENSES |
|
|
|
| Administration
and selling expenses |
|
29 |
35,403 |
42,955 |
|
| Financial
charges |
|
30 |
156,055 |
115,262 |
|
| Amortisation
of share issue expenses |
|
|
-- |
878 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
191,458 |
159,095 |
|
|
|
|
------------------ |
------------------ |
|
| Loss
before taxation |
|
|
(281,179) |
(180,347) |
|
|
|
|
|
|
| Pro |
