Annual 06
Annual 06
Annual 06
CONTENTS
COMPANY INFORMATION 4
MISSION STATEMENT 5
VISION STATEMENT 6
FINANCIAL HIGHLIGHTS 17
FORM OF PROXY
COMPANY INFORMATION
Mission Statement
Vision Statement
To transform the Company into a modern and dynamic yarn, cloth and
processed cloth and finished product manufacturing Company with highly
professionals and fully equipped to play a meaningful role on sustainable
basis in the economy of Pakistan.
NOTICE is hereby given that Annual General Meeting of the members of Nishat Mills Limited (the
Company ) will be held on October 31, 2006 (Tuesday ) at 11:00 a.m. at Nishat House, 53 – A, Lawrence
Road, Lahore, to transact the following business:
2. To receive and adopt the Audited Accounts of the Company for the year ended June 30, 2006
together with Directors’ and Auditors’ reports thereon.
3. To approve Cash Dividend @ 15% (i.e. Rs. 1.50 per share) and bonus shares in the proportion of
ONE share for every 10 shares i.e. 10% as recommended by the Board of Directors.
4. To approve re-appointment of M/s Riaz Ahmad & Company, Chartered Accountants, as external
auditors of the Company for the year 2006-2007 and fix their remuneration, as recommended by
the Audit Committee and Board of Directors.
NOTES:-
1) BOOK CLOSURE NOTICE FOR ENTITLEMENT OF FINAL 15% CASH DIVIDEND AND 10%
BONUS SHARES FOR THE YEAR ENDED JUNE 30, 2006:-
The Share Transfer Books of the Company will remain closed for entitlement of Cash Dividend @
Rupees 1.50 per share i.e. (15% ) and Bonus shares in the proportion of ONE (1) share for every
10 shares i.e. 10%, from 23-10-2006 to 31-10-2006 (both days inclusive). Physical transfers /
CDS transactions / IDs. received in order at Nishat House, 53-A, Lawrence Road, Lahore upto
1:00 p.m. on October 21, 2006 will be considered in time for the entitlement of said dividend,
bonus and attending of meeting.
2) A member eligible to attend and vote at this meeting may appoint another member as his/her proxy
to attend and vote instead of him/her. Proxies in order to be effective must reach the Company’s
Registered Office not later than 48 hours before the time for holding the meeting. Proxies of the
Members through CDS shall be accompanied with attested copies of their NIC. The shareholders
through CDC are requested to bring original NIC, Account Number and Participant Account Number
to produce at the time of attending the meeting.
DIRECTORS’ REPORT
Your directors are pleased to present you the 58th annual Marketing strategy & future prospects
report and audited accounts for the year ended June 30, PROFIT AFTER TAX VS CASH DIVIDEND NO. OF SPINDLES
2006.
Spinning Section
2,000,000
Operating financial results 1,800,000
1,600,000
184,000
182,000
The fiscal year 2005-2006 was over all a stable year for
‘000’ Rupees
1,400,000 180,000
1,200,000 178,000
Highlights 2006 - '000' Rs 2005 - '000' Rs Variance % 1,000,000 Nishat Mills Limited. Cotton prices varied between 176,000
(9 - Months) 800,000
600,000 Rs.2,200/maund to around Rs.2,500/maund. With the start 174,000
172,000
400,000
Sales 16,417,358 11,374,630 44.33 200,000 of the season, spinners started buying for the month of 170,000
168,000
-
September & onwards. This is a factor because of which, 166,000
01-02 02-03 03-04 04-05 05-06 01-02 02-03 03-04 04-05 05-06
Gross Profit 2,715,732 2,134,899 27.21 Years almost every year, market rises by end September / early
Profit After Tax Cash Dividend Years
October and by the end of October, prices become normal
Operating Profit 1,986,526 2,000,204 (0.68)
& things get stable. As Nishat, purchased cotton on good
Profit Before Tax 1,758,866 2,033,354 (13.50) rates this year, this had a good impact in 2nd half of the
NET PROFIT (BEFORE TAX) % year. YARN EXPORT - SALE RATES
Profit After Tax 1,632,866 1,867,354 (12.56)
20.00 200
EPS 11.24 12.86 (12.56) 18.00 Cotton yarn demand from all over the world has shown an
16.00 147 136
14.00 increasing trend; except last quarter, which remained under 150
117
135
12.00 108
Our company has earned an after tax profit of Rs 1,632.866 pressure. During the year, yarn prices showed a maximum
Rs/ Kg
%
10.00 100
Million in this year thus showing a decrease of 12.56 % as 8.00
6.00
raise of 10% as compared to the start of the year. In Far
compared to Rs. 1,867.354 Million for the previous period. 4.00 East, especially, demand for Combed counts was more 50
2.00
Analysis revealed that increase in local cotton prices by - than the demand of Carded counts. There was a decrease -
20.79 %, finance cost by 85.20 % (Rs. 347.358 M) and 01-02 02-03 03-04 04-05 05-06
in export of Carded yarn as in house usage was increased. 01-02 02-03 03-04 04-05 05-06
the major factors causing the profit for the period to reduce. production has been made, in terms of production capacity.
Increase in finance cost is due to increase in short term European markets had the decreasing trend in 100% cotton
financing rate by 96 % (2006: 7.54 %, 2005: 3.85 %) and GROSS PROFIT (‘000’ RS) yarn. However, Nishat’s major markets, this year, for cotton YARN EXPORT - QUANTITY
long term financing rate by 44 % (2006: 9.61 %, 2005: 6.66 yarn remained Far East and some areas of North America.
%) causing the overall financing rate to increase to 8.49 3 , 0 0 0 , 00 0
05-06 17,401
% as compared to 4.93 % for the previous period. Decrease 2 , 5 0 0 , 00 0 Total yarn quantity sold during the year comes to 27.856 04-05 12,999
in other income is due to decrease in gain on sale of
Period
2 , 0 0 0 , 00 0 M Kgs as compared to 20.907 M Kgs for the previous 03-04 17,280
investment by Rs. 376.806 M resulted in previous period 1 , 5 0 0 , 00 0
period. There can be seen a stability in overall average
mainly from sale of shares of MCB Bank Limited. 1 , 0 0 0 , 00 0
02-03 20,869
5 0 0 , 00 0
sale rates of yarn as compared to previous period (2006: 01-02 28,438
The Board of Directors of the company has proposed -
Rs. 142 / Kg, 2005: Rs. 143 / Kg). Local sale rates decreased
5,000 10,000 15,000 20,000 25,000 30,000
15 % cash dividend and 10 % bonus share (2005: 25 % 0 1 - 02 0 2 -0 3 0 3 - 04 0 4 -0 5 0 5 -0 6 to Rs 153 / Kg as compared to Rs 155 / Kg for the previous
cash dividend) and recommends transferring Rs. 1,269 Years period. Moreover, export sale rate decreased to Rs 135 / ‘000’ Kgs
Million (2005: 1,142 Million) to general reserve. Kg as compared to Rs 136 / Kg for the previous period.
Average purchase rate of local cotton increased by 21 %
FINANCE COST BREAKUP VALUE VS MARKET VALUE PER SHARE LOCAL YARN SALE - ‘000’ KGS
(2006: Rs. 64 / Kg, 2005: Rs. 53 / Kg) and for imported
cotton by 6 % (2006: Rs. 90 / Kg, 2005: Rs. 85 / Kg).
16 0 12,000
05-06
14 0 10,000
04-05 12 0
8,000
10 0
03-04 6,000
80
02-03 60 4,000
40 2,000
01-02 20
-
200,000 400,000 600,000 800,000 1,000,000 -
01-02 02-03 03-04 04-05 05-06
Period 01-02 02-03 03-04 04-05 05-06
‘000’ Rupees
M arket Valu e Breaku p Valu e
in the later part of the year. Oil and gas prices rose close 0 cloth decreased to Rs. 97 / Mtr as compared to Rs. 113 / 20
77
-
to the end of this year causing a raise in the costs of 01-02 02-03 03-04 04-05 05-06 Mtr for the previous period. Moreover, export meters has 01-02 02-03 03-04 04-05 05-06
finally creeping in, yarn market started going up in basic Years Simultaneously the markets started showing signs of
coarse counts. slowness thus affecting our sales. The margins were
With export market being the foremost focus, new GREY CLOTH EXPORT - ‘000’ METERS
prospective customers were targeted and business was PROCESSED CLOTH EXPORT - SALE RATES (RS/MTR) EXPORT SALE PROCESSED CLOTH - RATE/METER
concluded. In the European and near Eastern markets,
05-06 51,916
Nishat weaving started business in Morocco, France, 120
113
120
Malaysia and consolidated on the existing business in 04-05 39,939
100
95 96 97
77 115
Europe and the Far East. In Europe, the weaving section 03-04 52,917 80
was able to expand its business in the industrial fabrics 02-03 61,654 60 110
especially Germany and United Kingdom. In German 01-02 54,230
40
105
market, Nishat strike the prospects of starting technical 20
fabric business. Canada is another market where business 20,000 40,000 60,000 80,000
-
77 100
prospects were successfully explored. 01-02 02-03 03-04 04-05 05-06 01-02 02-03 03-04 04-05 05-06
previous period.
squeezed due to heavy pressure on selling prices, fierce Expansion range, finishing stenters, calendar, sanforizer and a wider We have invested heavily in acquiring a new singeing,
competition and increase in raw material costs. width emerizing machine. These machines are backed by bleaching, dyeing thermosol and a stenter machine. At the
This year saw major expansions in all businesses of Nishat a new high tech laboratory to deliver fault free fabrics to same time, heavy investments are made to upgrade our
Overall, it was a good year for Nishat Dyeing & Finishing. Mills. In almost all divisions, old machines were replaced Nishat's valued clients. All the machines and technology
finishing equipment for value added goods. This, we firmly
Our total sales volume was the ever highest since inception with new and up-graded technology. This is vital to stay is from leading European manufacturers. Special emphasis
of this plant. 29.372 million meters of processed fabric ahead of the competition and to continue the existing growth has been given to incorporate time and energy efficiency. believe, will help us in providing better and newer products
exported during 2006 (2005: 17.454 million meters) at pattern. Few old machines from the Faisalabad processing plant to markets. The expansion has been a cost effective
comparatively high rate (2006: Rs 119/Mtr, 2005: Rs have also been successfully shifted to the new plant to solution for us. With the same management and no
116/Mtr) The future although is bright but is going to be Spinning Division balance its production. In the second phase, the Home significant increase in work force, the capacity has been
very challenging. The sudden fluctuations in domestic Textiles would be shifting its print works to the new facility. increased tremendously. This will certainly help us in getting
cotton market and our high cost of raw material may reflect The spinning division of Nishat continued to balance and This will include major modernization and up-gradation of
a better share of the market and work at optimal levels of
negatively on our profitability. modernize its facilities. The prime focus was to up-grade old machines. A new 12 color wider width printing machine
the existing facilities to remain quality conscious. During would also be bought in this phase. In the stitching operation, production.
Nishat Dyeing & Finishing has acquired new finishing this year, 14,400 spindles were replaced in unit 17 and like more capacities were added. A new central cutting hall is
equipments, which will help in providing newer products wise new combers were added in unit 14. To cater to the under construction that would be equipped with latest New Investments
to our customers and will add value to our existing product growing demand of high quality cotton yarn, 11,208 spindles cutting equipment from Gerber.
range. We are confident that with the added capacity and in unit 15 & 27 were equipped with compact devices. Like Gulf Nishat Apparel Limited (GNAL)
new products we will out perform our previous year's wise 12,480 spindles are being replaced with 13,104 new Nishat Dyeing & Finishing – NDF
performance and will be able to offset various challenges RX-240 Toyada compact spindles in unit 11. With these Gulf Nishat Apparel Limited is an unquoted company having
faced by the textile industry in Pakistan. New customers changes, Nishat Mills will continue to remain one of the Nishat Dyeing & Finishing has expended its capacities by its registered office at Nishat House, 53-A, Lawrence Road,
and markets are explored simultaneously and we remain most modern spinning set-ups of Pakistan. Lahore. It is a joint venture with Gulf Baraka Apparel of
30% starting FY 2006-07. The total capacity of the plant
committed in providing better quality and value for money Bahrain to manufacture and sell apparel products. The
to our customers. Weaving Division stands at 4 million meters / month, thus making us the
plant is being set up at Nishat Avenue, 7 K.M. Off Ferozepur
largest piece dyeing facility in whole of South East Asia.
Road Lahore. Major plant and machinery of the project
Power Generation Nishat weaving plant at Bhikki was revamped to be equipped
has arrived at site. Civil works are almost complete. The
with the latest generation European warping, sizing
FIXED CAPITAL EXPENDITURE commercial production is expected to start in December
For reliable and cheaper power, Nishat has installed its machines and new Japanese Tsudakoma weaving
own power plants. In 1991-1995 heavy fuel oil fired power machines. 120 old air-jets were changed to 108 high- 2,331,519
2006.
plants of 34 MW were installed at Fsd and Bhikki. From speed Tsudakoma weaving machines. The new loom 05-06
2000 onward due to rising oil prices and environment configuration would further enhance the weaving capability The Company has approved an investment up to Rs. 200
04-05 1,743,535
concerns, new natural gas fired generators were to produce high-end dobby and stretch items for the Million in the equity of Gulf Nishat Apparel Limited in its
progressively installed at all Nishat Textile Mills sites totaling European Market. 03-04 1,703,273 annual general meeting held on October 31, 2005. To
about 40 MW. These are cutting edge technology highly 02-03 1,247,141
date, the Company had invested Rs 77.9 Million against
efficient reciprocating engines and gas turbines generators, The new weaving plant at Lahore also saw major expansion. equity participation where as the remaining amount will be
01-02 1,064,749
which besides generating power are supplying steam and A batch of 72 new wider width Toyoda looms was added invested in the subsequent period as and when required.
air conditioning, being produced using so called "waste to the existing set-up of 110 narrow width looms. Like wise Rs. in Thousand
heat", to the production units. In fact, Nishat Mills is the new back process compromising of Toyoda warping and Nishat Shuaiba Paper Products Co. Ltd. (NSPPL)
trendsetter in this type of power generation in the country. Toyoda sizing machine was also installed. Nishat weaving
embarked upon a new venture of “size recovery plant” with Nishat Shuaiba Paper Products Company Limited is also
the aim to recycle synthetic sizing material which will in TOTAL ASSETS
an unquoted company having its registered office at Nishat
Power Plants Diesel / Gas Gas turn increase cost optimization, reduce lead time in dyeing House, 53-A, Lawrence Road, Lahore. It is a joint venture
Furnace Oil Engines Turbines process and help the environment protection by reducing 35,000
with Shuaiba Paper Products Company of Kuwait to
Engines use of chemicals and less water drain by dyeing units. 30,000
Rs. in Million
25,000 manufacture and sell paper sacks for packing of cement.
20,000 The plant is situated at Khairpur, near Kallar Kahar District
Processing & Stitching Division 15,000
Faisalabad 4 4 1 10,000
Chakwal. The first production line of the company has
Bhikki 3 4 1 A new state of art wider width dyeing plant has been set 5,000 successfully started its commercial production in January
Lahore 5 4 3 up at the Lahore plant. This is a major investment in the
-
2006. The second production line has completed its trial
01-02 02-03 03-04 04-05 05-06
Ferozewatwan 2 4 - Home Textiles sector by the company. The set up includes operations and ready for commercial production. The
an open width bleaching machine, a chain mercerizing company is making all out efforts to get its market share
machine, a continuous dyeing thermosol, pad steam dyeing
from existing market players. Stiff competitions in sack Corporate and Financial Frame Work Sr. No. Name of Director No. of Meetings
TAXES PAID (‘000’ RS)
industry coupled with increasing rate of Kraft Paper in Attended
international markets are negatively affecting the financials In compliance with the Code of Corporate Governance,
200,000
of the company. The management of NSPPL is making 180,000 we give below statements of Corporate and Financial 1 Mrs. Naz Mansha
160,000
all out efforts to improve the situation by gradually increasing Reporting framework: [Chief Executive / Chairperson] 4
140,000
the selling price, capture more market share and cutting 120,000
100,000
production costs. 80,000 2 Mian Raza Mansha 2
60,000
a. The financial statements, prepared by the
40,000
management of the Company, present fairly its
The Company approved total investment up to Rs. 140 20,000 3 Mian Hassan Mansha 2
-
statement of affairs, the result of its operations, cash
Million in the equity of NSPPL in its extraordinary general 01 -02 02 -0 3 03-04 0 4-05 05 -06
flows and changes in equity. 4 Mr. Muhammad Nawaz Tishna
meeting held on September 29, 2004 and annual general
meeting held on October 31, 2005. To date, the Company [Nominee NIT] 4
has invested Rs 111.5 Million against equity participation b. Proper books of account of the Company have been
Auditor’s Qualification
where as the remaining amount will be invested in the maintained. 5 Mr. Faisal Ehsan Ellahi 0
subsequent period as and when required. The company has not made provision for Workers’
Participation Fund against gain on sale of shares amounting c. Appropriate accounting policies have been 6 Mr. Khalid Qadeer Qureshi 4
Earning Per Share to Rs 48.824 Million in the financial statement for the year consistently applied in preparation of financial
ended June 30, 2006. The auditors have qualified their statements except for the changes as stated in note 7 Mr. Muhammad Azam 4
The earning per share of the company stood at Rs 11.24 report to the members on these financial statements due 2.2 and 2.9 to the financial statements that have
(2005: Rs 12.86) to above non-provision of Fund. been duly approved and adopted in the current year. 8 Rana Muhammad Mushtaq 2
Accounting estimates are based on reasonable and
We are of the opinion that gain on sale of share does not Audit Committee
EARNING PER SHARE prudent judgment.
qualify for the provision of Workers’ Participation Fund as
no efforts of workers are involved in such gain. The same The board of directors in compliance with the Code of
14 has also been confirmed by one of our legal consultants. d. International Accounting Standards, as applicable Corporate Governance has established an Audit committee.
12 in Pakistan, have been followed in preparation of The names of its members are given in the company profile.
10
8 Information Technology financial statements and any departure there from
6 has been adequately disclosed. Auditors
4
Increasing business volumes, growing diversity of products,
2
management devotion for improvement and complexities The present auditors M/s Riaz Ahmad & Company,
0 e. The system of internal control is sound in design
01-02 02-03 03-04 04-05 05-06 involved in decision-making has created demands for well- Chartered Accountants, retire and being eligible, offer
and has been effectively implemented and monitored. themselves for re-appointment.
Years
versed system and these factors are the drivers to achieve
excellence for our in-house developed information system.
f. There are no significant doubts upon the Company’s Pattern of shareholding and information under clause
Related parties ability to continue as a going concern. xix (i) and (j) of the Code of Corporate Governance
CURRENT RATIO
The transactions between the related parties were carried g. There has been no material departure from the best The information under this head as on June 30, 2006 is
2.00
out at arm’s length prices determined in accordance with practices of corporate governance, as detailed in the annexed.
1.500
the comparable uncontrolled prices method. The Company listing regulations.
1.00 has fully complied with the best practices on Transfer Key operating and financial data
Pricing as contained in the Listing Regulations of Stock
0.50
Exchanges in Pakistan. The Statement of Compliance with h. The following is the value of investments in respect The key operating and financial data for the last six years
- the best practices on Transfer Pricing is enclosed. of retirement benefits fund; is annexed.
01-02 02-03 03-04 04-05 05-06
Provident Fund: Rs. 219.739 Million Un-audited
Corporate Governance (2005: Rs. 200.615 Million-Audited).
The Statement of Compliance with the best practices of i. During the year under review, four Meetings were
Code of Corporate Governance is annexed. held, attendance position was as under:-
Acknowledgement
FINANCIAL HIGHLIGHTS
Net sales 11 662 457 11 947 783 13 209 299 14 875 877 11 374 630 16 417 358
Gross Profit 2 057 444 2 027 947 1 887 991 1 933 924 2 134 899 2 715 732
Profit before tax * 392 731 333 530 544 135 905 502 2 033 354 1 758 866
Profit after tax * 314 962 201 511 410 579 751 060 1 867 354 1 632 866
Cash outflows
Taxes paid 110 060 17 569 124 918 141 850 116 675 196 772
Financial Charges Paid 941 253 1 096 593 687 712 443 665 351 094 692 267
Fixed capital expenditures 2 416 093 1 064 749 1 247 141 1 703 273 1 743 535 2 331 519
Balance sheet
Current assets* 5 915 894 5 006 405 5 804 815 8 074 343 7 746 417 9 758 440
Current liabilities 6 895 203 6 060 993 6 583 115 7 456 610 6 253 333 7 051 533
Operating fixed assets 6 194 523 6 327 546 6 911 233 7 631 620 7 926 838 8 398 257
Total assets * 14 222 444 12 795 822 15 454 628 19 581 627 21 917 602 31 179 326
Long term loans and finances 2 596 766 2 467 484 2 753 389 2 622 873 2 858 155 3 015 384
Shareholders' Equity * 4 717 514 4 255 227 6 118 124 9 502 144 12 806 114 21 112 409
Ratios
Net profit % (before tax) * 3.37 2.79 4.12 6.09 17.88 10.71
Proposed dividend % 15 - 15 20 25 15
Bonus % - 10 - - - 10
Production machines
No. of Spindles 172 992 172 832 181 384 182 568 183 416 183 576
No. of Sulzar Looms 284 284 202 114 108 108
No. of Airjet Looms 244 252 362 472 482 484
No. of Thermosole Dyeing machines 3 3 3 3 4 4
No. of Rotary Printing machines 3 3 3 3 3 3
* Previous year figures have been restated due to change in accounting policy for investment in associates
FORM 34
THE COMPANIES ORDINANCE, 1984 (SECTION 236)
The Company has applied the principles contained in the Code in the following manner:
2. The directors have confirmed that none of them is serving as a director in more than ten listed
companies, including this Company.
3. All the resident directors of the Company are registered as taxpayers and none of them has defaulted
in payment of any loan to a banking company, a DFI or an NBFI or, being a member of a stock
exchange, has been declared as a defaulter by that stock exchange.
5. The Company has prepared a 'Statement of Ethics and Business Practices', which has been signed
by all the directors and employees of the Company.
6. The Board has developed a vision/mission statement, overall corporate strategy and significant
policies of the Company. A complete record of particulars of significant policies along with the
dates on which they were approved or amended has been maintained.
7. All the powers of the Board have been duly exercised and decisions on material transactions,
including appointment and determination of remuneration and terms and conditions of employment
of the CEO and other executive directors, have been taken by the Board.
8. The meetings of the Board were presided over by the Chairperson and, in her absence, by one of
the directors present elected by the Board for this purpose and the Board met at least once in every
quarter. Written notices of the Board meetings, along with agenda and working papers, were
circulated at least seven days before the meetings. The minutes of the meetings were appropriately
recorded and circulated.
10. The appointment of CFO, Company Secretary and Head of Internal Audit, including their
remuneration and terms and conditions of employment have been duly approved by the Board.
11. The Directors' Report for this year has been prepared in compliance with the requirements of the
Code and fully describes the salient matters required to be disclosed.
12 The financial statements of the Company were duly endorsed by CEO and CFO before approval of
the Board.
13. The directors, CEO and executives do not hold any interest in the shares of the Company other
than that disclosed in the pattern of shareholding.
14. The Company has complied with all the corporate and financial reporting requirements of the
Code.
15. The audit committee is continued and it comprises 3 members, of whom, two are non-executive
directors including the Chairman of the committee.
16 The meetings of the audit committee were held at least once every quarter prior to approval of
interim and final results of the Company and as required by the Code. The terms of reference of the
committee have been formed and advised to the committee for compliance.
17. The Board has set-up an effective internal audit function who are considered suitably qualified and
experienced for the purpose and are conversant with the policies and procedures of the Company
and they are involved in the internal audit function on a full time basis.
18. The statutory auditors of the Company have confirmed that they have been given a satisfactory
rating under the Quality Control Review programme of the Institute of Chartered Accountants of
Pakistan, that they or any of the partners of the firm, their spouses and minor children do not hold
shares of the Company and that the firm and all its partners are in compliance with International
Federation of Accountants (IFAC) guidelines on code of ethics as adopted by Institute of Chartered
Accountants of Pakistan.
19. The statutory auditors or the persons associated with them have not been appointed to provide
other services except in accordance with the listing regulations and the auditors have confirmed
that they have observed IFAC guidelines in this regard.
20. We confirm that all other material principles contained in the Code have been substantially complied
with.
The Company has fully complied with the best practices on Transfer Pricing as contained in the related
Listing Regulations of the Karachi, Lahore and Islamabad Stock Exchanges.
The responsibility for compliance with the Code of Corporate Governance is that of the Board of Directors
of the Company. Our responsibility is to review, to the extent where such compliance can be objectively
verified, whether the Statement of Compliance reflects the status of the Company’s compliance with the
provisions of the Code of Corporate Governance and report if it does not. A review is limited primarily to
inquiries of the Company personnel and review of various documents prepared by the Company to
comply with the Code.
As part of our audit of financial statements, we are required to obtain an understanding of the accounting
and internal control systems sufficient to plan the audit and develop an effective audit approach. We
have not carried out any special review of the internal control system to enable us to express an opinion
as to whether the Board’s statement on internal control covers all controls and the effectiveness of such
internal controls.
Based on our review, nothing has come to our attention which causes us to believe that the Statement
of Compliance does not appropriately reflect the Company’s compliance, in all material respects, with
the best practices contained in the Code of Corporate Governance.
We have audited the annexed balance sheet of NISHAT MILLS LIMITED as at 30 June 2006 and the
related profit and loss account, cash flow statement and statement of changes in equity, 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.
It is the responsibility of the company’s management to establish and maintain a system of internal
control, and prepare and present the above said statements in conformity with the approved accounting
standards and the requirements of the Companies Ordinance, 1984. Our responsibility is to express an
opinion on these statements based on our audit.
We conducted our audit in accordance with the auditing standards as applicable in Pakistan. These
standards require that we plan and perform the audit to obtain reasonable assurance about whether the
above said statements are free of any material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the above said statements. An audit also
includes assessing the accounting policies and significant estimates made by management, as well as,
evaluating the overall presentation of the above said statements. We believe that our audit provides a
reasonable basis for our opinion and, after due verification, we report that as stated in Note 7.2.2 to the
financial statements, the company has not made provision for Workers’ Participation Fund to the extent
of Rupees 2.441 million against profit on sale of equity investments amounting to Rupees 48.824 million.
Had the aforesaid provision been made in the financial statements, the profit for the year ended 30 June
2006 and shareholders’ equity as of that date would have been lower by Rupees 2.441 million.
Except for the effects of failure to provide for workers’ participation fund against profit on sale of equity
investments described in the preceding paragraph, 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 accounting policies consistently applied except for the
changes stated in Note 2.2 and 2.9 to the financial statements 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, cash flow statement and statement of changes in equity,
together with the notes forming part thereof, conform with approved accounting standards as
applicable in Pakistan, and, 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 30 June 2006 and of the profit, its cash flows and changes in equity for the year then
ended; and
d) in our opinion, Zakat deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of
1980), was deducted by the company and deposited in the Central Zakat Fund established under
section 7 of that Ordinance
BALANCE SHEET
(RUPEES IN THOUSAND)
Note 2006 2005
AS AT 30 JUNE 2006
(RUPEES IN THOUSAND)
Note 2006 2005
ASSETS
NON-CURRENT ASSETS
CURRENT ASSETS
Stores, spare parts and loose tools 16 471 520 424 827
Stock-in-trade 17 3 003 174 2 897 392
Trade debts 18 1 026 884 877 358
Short term investments 19 4 350 146 2 173 530
Loans and advances 20 418 794 424 533
Short term deposits and prepayments 21 30 525 39 180
Other receivables 22 407 147 388 598
Cash and bank balances 23 50 250 520 999
DIRECTOR
(RUPEES IN THOUSAND)
Year ended Period ended
30 June 30 June
2006 2005
CASH FLOWS FROM OPERATING ACTIVITIES
NET CASH USED IN WORKING CAPITAL CHANGES (134 067) (448 440)
NET CASH GENERATED FROM OPERATING ACTIVITIES 1 704 084 1 200 889
(RUPEES IN THOUSAND)
Year ended Period ended
30 June 30 June
2006 2005
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH GENERATED FROM/ (USED IN) FINANCING ACTIVITIES 430 031 (200 034)
NET DECREASE IN CASH AND CASH EQUIVALENTS (470 749) (94 383)
(RUPEES IN THOUSAND)
Share Premium Fair Value Reserve for Hedging Capaital General Unapprop- Shareho-
Capital on issue of Reserve issue of reserve redemption Reserve riated lders’
right shares bonus shares reserve fund profit Equity
Balance as on 30 September 2004 1 452 597 1 027 622 2 455 453 - - - 4 319 028 247 444 9 502 144
Effect of change in accounting policy (Note 2.2) - - - - - - (506 000) 506 000 -
Effect of change in accounting policy regarding
investment in associated companies (Note 2.9) - 490 264 (783 464) 52 636 - 40 506 260 880 160 453 221 275
Balance as on 30 September 2004- restated 1 452 597 1 517 886 1 671 989 52 636 - 40 506 4 073 908 913 897 9 723 419
Nishat Mills Limited
Balance as on 30 June 2005- restated 1 452 597 1 517 886 3 278 573 - (93 649) 61 418 4 993 132 1 596 157 12 806 114
Balance as on 30 June 2006 1 452 597 1 517 886 10 222 575 - - 82 331 6 135 132 1 701 888 21 112 409
Nishat Mills Limited is a public company incorporated in Pakistan under the Companies Act, 1913
(Now Companies Ordinance, 1984) and listed on Stock Exchanges in Pakistan. Its registered
office is situated at 53-A Lawrence Road, Lahore. The company is engaged in the business of
textile manufacturing and of spinning, combing, weaving, bleaching, dyeing, printing, stitching,
buying, selling and otherwise dealing in yarn, linen, cloth and other goods and fabrics made from
raw cotton, synthetic fibre and cloth, and to generate, accumulate, distribute and supply electricity.
These financial statements have been prepared in Pak Rupees under the historical cost convention
as modified by the revaluation of equity investments at fair value/under equity method and fair
valuation of derivative financial instruments as stated in note 2.9 and 2.18 respectively.
These financial statements have been prepared in accordance with approved accounting
standards as applicable in Pakistan and the requirements of the Companies Ordinance,
1984. Approved accounting standards comprise of such International Accounting Standards
as notified under the provisions of the Companies Ordinance, 1984. Wherever, the
requirements of the Companies Ordinance, 1984 or directives issued by the Securities and
Exchange Commission of Pakistan (SECP) differ with the requirements of these standards,
the requirements of Companies Ordinance, 1984 or the requirements of the said directives
take precedence.
During the current year, the Company has changed its accounting policy pertaining to transfers
among reserves made subsequent to balance sheet date consequent upon the amendment
made by SECP in the Fourth Schedule to the Companies Ordinance, 1984. As per new
policy, transfers among reserves made subsequent to the balance sheet date are considered
as non-adjusting events and are not recognized in the financial statements. Previously, such
transfers among reserves were being treated as adjusting events in the financial statements
of the Company. The change in accounting policy has been applied retrospectively and the
comparative information has been restated in accordance with the treatment specified in
International Accounting Standard (IAS) 8 “Accounting Policies, Changes in Accounting
Estimates and Errors”.
Had there been no change in accounting policy, the un-appropriated profit would have been
lower by Rupees 1 414.260 million (30 June 2005: Rupees 1 142 million) and general reserve
and reserve for issue of bonus shares would have been higher by Rupees 1 269.000 million
(30 June 2005: Rupees 1 142.000 million) and Rupees 145.260 million (30 June 2005: Rupees
Nil) respectively. However, there is no impact of this change on the results of current year.
The company operates an approved funded provident fund scheme covering all permanent
employees. Equal monthly contributions are made both by the company and employees at
the rate of 9.5 percent of the basic salary to the fund.
2.5 Taxation
Current
The company falls in the ambit of presumptive tax regime under section 169 of the Income
Tax Ordinance, 2001. Provision for income tax is made in the accounts accordingly. However,
provision for tax on other income is based on taxable income at the current rates after
considering the rebates and tax credits available, if any.
Deferred
Deferred tax is accounted for by using the liability method on all timing differences between
the carrying amounts of assets and liabilities in the financial statements and their tax base.
Deferred tax liabilities are recognized for all taxable temporary differences. The company
recognizes deferred tax assets on all deductible temporary differences to the extent that it is
probable that future taxable profits will be available against which these deductible temporary
differences can be utilized. Deferred tax is calculated at the tax rates that are expected to
apply to the period when the asset is realized or the liability is settled.
All monetary assets and liabilities in foreign currencies are translated into Pak Rupees at the
rates of exchange prevailing at the balance sheet date or at the contracted rates while
foreign currency transactions are initially recorded at the rates of exchange prevailing at the
transaction date or at the contracted rates. Exchange risk fee is charged to profit and loss
account. The company charges all the exchange differences to profit and loss account.
Operating fixed assets except freehold land are stated at cost less accumulated depreciation
and impairment losses. Capital work in progress and freehold land are stated at cost less
impairment loss, if any. Cost of operating fixed assets consists of historical cost, applicable
exchange differences (up to 30 September 2004) and directly attributable cost of bringing
the assets to working condition. Borrowing cost pertaining to the construction / erection
period is also capitalized as part of historical cost.
Depreciation is charged to income applying the reducing balance method at the rates given
in note 12.1 to write off the depreciable amount of operating fixed assets over their expected
useful life. Maintenance and normal repairs are charged to income as and when incurred.
Major renewals and improvements are capitalized. Gain or loss on disposal of operating
fixed assets is recognized in the profit and loss account.
i) Residual values of operating fixed assets have been estimated as at 30 June 2006 and their
depreciable amounts have been adjusted accordingly. Had the residual values of operating
fixed assets not been considered for charging depreciation, profit after taxation for the year
ended 30 June 2006 and written down value of operating fixed assets as at 30 June 2006
would have been lower by Rupees 19.466 million. Accordingly, earnings per share for the
year ended 30 June 2006 would have also been lower by Rupees 0.134 per share.
ii) The company now charges depreciation on additions from the date when the asset is available
for use and on deletions upto the date when the asset is deleted. Previously, no depreciation
was charged on assets deleted during the year while full year’s depreciation was charged
on additions except major additions or extensions to production facilities, which were
depreciated on pro-rata basis for the period of use during the year. Had there been no
change in the accounting estimate, the profit after taxation for the year ended 30 June 2006
and written down value of operating fixed assets as at 30 June 2006 would have been lower
by Rupees 9.412 million. Accordingly, earnings per share would have also been lower by
Rupees 0.065 per share.
The company has accounted for the above stated changes in accounting estimates
prospectively in accordance with International Accounting Standard (IAS) 8 “Accounting
Policies, Changes in Accounting Estimates and Errors”. Quantification and disclosure of the
financial impact of these changes for the future years is impracticable.
These are stated at lower of present value of minimum lease payments under the lease
agreements and the fair value of assets acquired on lease. Aggregate amount of obligation
relating to assets subject to finance lease is accounted for at net present value of liabilities.
Assets so acquired are depreciated over their expected useful life at the rates mentioned in
Note 12.2. In pursuance of revised International Accounting Standard (IAS) 16 “Property,
Plant and Equipment” the company has revised the following accounting estimates:
i) Residual values of assets subject to finance lease have been estimated as at 30 June 2006
and their depreciable amounts have been adjusted accordingly. Had the residual values of
assets subject to finance lease not been considered for charging depreciation, profit after
taxation for the year ended 30 June 2006 and carrying value of assets subject to finance
lease would have been lower by Rupees 0.315 million. Accordingly, earnings per share
would have also been lower by Rupees 0.002 per share.
ii) The company now charges depreciation on additions from the date when the asset is available
for use and on deletions up to the date when the asset is deleted. Previously, no depreciation
was charged on assets deleted during the year while full year’s depreciation was charged
on additions. This change in accounting estimate has no impact on the amounts reported for
the current year as depreciation was charged on pro-rata basis for the period of actual use.
The company has accounted for the above stated changes in accounting estimates
prospectively in accordance with International Accounting Standard (IAS) 8 “Accounting
Policies, Changes in Accounting Estimates and Errors”. Quantification and disclosure of the
financial impact of these changes for the future years is impracticable.
2.9 Investments
Investments in associated companies are stated at the company’s share of underlying net
assets using the equity method.
In the previous years, long term investments in associated companies were carried as
“available-for-sale” which were measured at fair value and changes in carrying values were
recognized in equity until investment was sold or determined to be impaired at which time
the cumulative gain or loss previously recognized in equity was included in profit and loss
account for the year. However, in accordance with the change in International Accounting
Standard (IAS) 28 “Investments in Associates”, the company has changed its policy to
measure such investments using the equity method.
The change in accounting policy has been applied retrospectively in accordance with the
treatment specified in IAS-8 “Accounting Policies, Changes in Accounting Estimates and
Errors.” Had this policy not been changed, the profit for the year would have been lower by
Rupees 440.542 million, shareholders’ equity would have been lower by Rupees 2,270.601
million and investments in associated companies would have been lower by Rupees 2,270.601
million. Accordingly, earnings per share would have also been lower by Rupees 3.033 per
share. Share of profit in associated companies accounted for by the company in these financial
statements has been taken upto 31 March 2006 based on the latest available financial
statements of associated companies.
Held - to - Maturity
These are stated at amortized cost less impairment loss, if any, recognized to reflect
irrecoverable amounts. Impairment losses are charged to profit and loss account.
These are recognized at fair value and changes in carrying values are included in profit and
loss account.
These are stated at fair value and changes in carrying values are recognized in equity until
investment is sold or determined to be impaired at which time the cumulative gain or loss
previously recognized in equity is included in profit and account for the year.
2.10 Inventories
Inventories, except for stock in transit and waste stock/rags are stated at lower of cost and
net realizable value. Cost is determined as follows:
Useable stores, spare parts and loose tools are valued principally at moving average cost,
while items considered obsolete are carried at Nil value. Items in transit are valued at cost
comprising invoice value plus other charges paid thereon.
Stock-in-trade
Materials in transit are valued at cost comprising invoice value plus other charges paid thereon,
waste stock/rags are valued at net realizable value.
Net realizable value signifies the estimated selling price in the ordinary course of business
less costs necessarily to be incurred in order to make a sale.
Deferred costs already recognized are being amortized over a period of five years from the
year of occurrence. From the previous period, the company has not deferred any cost to
comply with Circular No. 1 of 2005 dated 19 January 2005 issued by SECP.
Interest, mark-up and other charges on long term liabilities are capitalized up to the date of
commissioning of respective fixed assets acquired out of the proceeds of such long term
liabilities. All other interest, mark-up and other charges are recognized in profit and loss
account.
2.13 Receivables
Receivables are carried at original invoice amount less an estimate made for doubtful
receivable balances based on review of outstanding amounts at year-end. Bad debts are
written off when identified.
Revenue from sales is recognized on delivery of goods to customers. Dividend from associated
undertakings is recognized as reduction in cost of investments as prescribed by International
Accounting Standard (IAS) 28 and on other investments when right to receive the dividend
is established. Gain/loss on investments in associated companies is accounted for to
recognize the post acquisition changes in the share of net assets of the investee. Profit on
deposits with banks is recognized on time proportion basis taking into account the amounts
outstanding and rates applicable thereon.
Financial assets and liabilities are recognized at cost which is the fair value of the consideration
given or received at the time when the company becomes a party to the contractual provisions
of the instrument by following trade date accounting. A financial asset or part thereof is de-
recognized when the Company loses control of the contractual right that comprises the
financial asset or part thereof. Such control is deemed to be lost if the Company realizes the
rights to the benefits specified in the contracts, the rights expire or the Company surrenders
those rights. A financial liability or part thereof is removed from the balance sheet when it is
extinguished i.e. when the obligation specified in the contract is discharged, cancelled or
expired. Any gain or loss on subsequent measurement and de-recognition is accounted for
in profit and loss account.
2.16 Provisions
Provisions are recognized when the company has a legal or constructive obligation as a
result of past events, it is probable that an outflow of resources embodying economic benefits
will be required to settle the obligations and a reliable estimate of the amount can be made.
2.17 Impairment
The carrying amounts of the company’s assets are reviewed at each balance sheet date to
determine whether there is any indication of impairment. If any such indication exists, the
assets recoverable amount is estimated and impairment losses are recognized.
Derivative financial instruments are initially recognized at fair value on the date on which a
derivative contract is entered into and subsequently re-measured at fair value. All derivative
financial instruments are carried as assets when fair value is positive and liabilities when fair
value is negative. Any change in the fair value of the derivative financial instruments is taken
to the profit and loss account.
Financial assets and financial liabilities are set off and the net amount is reported in the
financial statements when there is a legally enforceable right to set off and the company
intends either to settle on a net basis, or to realize the assets and to settle the liabilities
simultaneously.
Transactions and contracts with the related parties are carried out at an arm’s length price
determined in accordance with comparable uncontrolled price method.
The preparation of financial statements in conformity with the approved accounting standards
requires the use of certain critical accounting estimates. It also requires the management to
exercise its judgment in the process of applying the Company’s accounting policies. Estimates
and judgments are continually evaluated and are based on historical experience, including
expectation of future events that are believed to be reasonable under the circumstances.
The areas where various assumptions and estimates are significant to the Company’s financial
statements or where judgments were exercised in application of accounting policies are as
follow:
(RUPEES IN THOUSAND)
2006 2005
3. ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL
3.1 18 324 901 (2005: 18 324 901) ordinary shares of the company are held by the associated
undertakings.
(RUPEES IN THOUSAND)
2006 2005
4. RESERVES
5.1 This is secured against exclusive mortgage charge on new machinery of power plant unit of the
company and personal guarantee of the directors and chief executive officer. It carries markup
@ 2.5 percent above cut off yield of 6-months Treasury Bills, payable on quarterly basis. The
finance is repayable in 20 equal quarterly installments commenced from 28 February 2002.
5.2 This is secured against first pari passu charge on all present and future fixed assets of the
company, including land, building and machinery and personal guarantee of the chief executive
officer. It carries markup @ 1 percent above three months KIBOR, payable quarterly. The
finance is repayable in 8 semi annual installments commenced from 31 December 2004.
5.3 This is secured against first hypothecation charge on specific plant and machinery and carries
markup @ 50 bps above 6 months KIBOR immediately preceding the base rate fixing date,
payable on quarterly basis. The finance is repayable in 16 equal quarterly installments
commenced from 01 September 2003.
5.4 This is secured against first exclusive charge on fixed assets of the company. It carries markup
@ 50 bps above six months KIBOR, payable on quarterly basis. The finance is repayable in
sixteen equal quarterly installments commenced from 30 November 2003.
5.5 This is secured against ranking hypothecation charge on plant and machinery and personal
guarantee of chief executive officer. It carries mark up equal to State Bank of Pakistan discount
rate with 7.50 percent floor, payable on quarterly basis. The finance is repayable in twelve
equal quarterly installments commenced from 25 December 2004.
5.6 These are issued to a consortium of banks and secured against first pari passu hypothecation
charge on fixed assets of the company with 25 % margin. It carries profit @ 1.70 percent above
weighted average market yield of the last three auctions of 6 months Treasury Bills, payable
semi annually. The finance is redeemable in ten semi annual installments commenced from 16
March 2004. The first five installments are of Rupees 0.200 million each and the remaining five
installments are of Rupees 199.800 million each.
5.7 This is secured against first ranking pari passu charge on fixed assets, excluding land and
building, with 25 % margin on facility amount. It carries markup @ 60 bps above 6 months
KIBOR, payable on semi annual basis. The finance is repayable in eight semi annual installments
commenced from 20 April 2006.
5.8 This is secured against exclusive hypothecation charge on plant, machinery and equipments
installed at Bhikki. It carries markup @ 0.5 percent above the average 3 months ASK KIBOR,
payable on quarterly basis. The finance is repayable in six semi annual equal installments
commencing from 30 September 2006.
5.9 This is secured against first pari passu charge on the present and future fixed assets of the
company excluding land and building. It carries markup @ 60 bps above three months KIBOR
payable on quarterly basis. The finance is repayable in seventeen equal quarterly installments
commenced from 15 February 2006.
5.10 This is secured against mortgage charge or charge on the immovable property and machinery
of the company. It carries markup @ 0.5 percent above six months KIBOR, payable at quarterly
basis. The finance is repayable in eight semi annual equal installments commenced from 30
June 2006.
5.11 This is secured against first exclusive charge on unencumbered specific machinery for Rupees
267 million. It carries markup @75 bps above six months KIBOR .The finance is repayable in
four semi annual equal installments commencing from 24 November 2006.
5.12 This is secured against first Joint pari passu hypothecation charge on plant and machinery of
the company for an amount of Rupees 800 million. It carries markup @ 1 percent above six
months KIBOR with half yearly reset payable on quarterly basis. The finance is repayable in
sixteen quarterly installments commencing from 24 January 2007.
5.13 This is secured against first pari passu hypothecation charge of Rupees 1,067 million on plant
and machinery of the company excluding specific and exclusive charges . It carries markup @
125 bps above six months KIBOR payable on quarterly basis. The finance is repayable in eight
semi annual equal installments commencing from 01 June 2007.
40 Annual Report 2006
Nishat Mills Limited
5.14 This is secured against registered ranking charge on plant and machinery of the company. It
carries markup @ 1 percent above six months KIBOR payable on semi annual basis. The finance
is repayable in ten semi annual equal installments commencing from 01 December 2006.
The rate of interest used as the discounting factor, implicit in leases, ranges from 8.50 to 11.75
percent per annum (2005: 8.50 to 11.75 percent per annum). The amount of future payments and
periods during which they fall due are:
(RUPEES IN THOUSAND)
2006 2005
YEAR ENDED ON 30 JUNE
2006 - 50 694
2007 34 346 34 346
2008 35 217 35 217
33 031 61 643
6.1 Rentals are paid in monthly/quarterly equal installments. Taxes, repairs and insurance costs
are to be borne by the company. The company shall have no right to terminate the lease
agreements and if the lease agreements are terminated, the company shall pay entire amount
of rentals for un-expired period of lease agreements. Lease agreements are renewable at
the option of lessors on such terms as may be agreed upon. Liabilities are secured against
personal guarantee of directors, demand promissory notes and security deposits of Rupees
Nil (2005: Rupees 4.900 million) (Note 21).
6.2 Reconciliation of minimum lease payments and their present value is given below:
(RUPEES IN THOUSAND)
2006 2005
Minimum Present value Minimum Present value
lease of minimum lease of minimum
Payments lease Payments lease
Payments Payments
(RUPEES IN THOUSAND)
2006 2005
7. TRADE AND OTHER PAYABLES
7.1 Creditors include an amount of Rupees 9.520 million (2005: Rupees 33.107 million) payable
to the related parties.
7.2.1 The company retains workers’ participation fund for its business operations till the date of
allocation to workers. Interest is paid at prescribed rate under the Companies Profit (Workers
Participation Act, 1968) on funds utilized by the company till the date of allocation to workers.
7.2.2 No provision for workers' participation fund has been made against profit on sale of equity investment
amounting to Rupees 48.824 million in the light of an opinion given by the legal advisor.
7.2.3 Provision for workers’ participation fund against share of profit in associated companies
has been made to the extent of dividend received from these associated companies.
8. ACCRUED MARK-UP
9.1 These are secured against joint pari passu hypothecation charge on all present and future
current assets, all marketable securities, instruments, personal guarantees of directors and
a second charge on fixed assets of the company. These form part of total credit facility of
Rupees 14 125 million (2005: Rupees 11 010 million). Mark-up is charged at the rate of
Paisas 8.41 to 26.47 per Rupees 1 000 per day (2005: Paisas 7.12 to 24.93 per Rupees
1 000 per day) and mark-up/profit on export refinance at the rate of 7.90 to 8 percent (2005:
1.90 to 8 percent) per annum.
9.2 This represents the unsecured overdrawn bank balances from banking companies and carries
mark-up at the rate of paisas 21.86 to 31.34 per Rupees 1 000 per day (2005: Paisas 6.85 to
26.02 per Rupees 1 000 per day).
(RUPEES IN THOUSAND)
2006 2005
10. CURRENT PORTION OF LONG TERM LIABILITIES
Contingencies
i) The company is contingently liable for Rupees 61.891 million (2005: Rupees 61.891 million) on
account of central excise duty not acknowledged as debt as the cases are pending before Court.
ii) Guarantees of Rupees 311.119 million (2005: Rupees 235.051 million) have been given by
the banks of the Company to Sui Northern Gas Pipelines Company Limited against gas
connections, Shell Pakistan Limited against purchase of furnace oil and collector of customs.
iii) Company’s share in contingencies of associated companies is Rupees 234.942 million (2005:
Rupees 219.288 million).
Commitments
i) Contracts for capital expenditure are approximately amounting to Rupees 77.967 million
(2005: Rupees 664.662 million).
ii) Letters of credit other than for capital expenditure are amounting to Rupees 384.814 million
(2005: Rupees 77.875 million).
(RUPEES IN THOUSAND)
Freehold land 209 728 - 209 728 152 515 - - 362 243 - 362 243 -
Buildings on freehold land 2 058 818 980 802 1 078 016 191 922 - 120 892 2 250 740 1 101 694 1 149 046 10
Plant and machinery 10 044 621 3 888 167 6 156 454 844 007 245 544 601 123 10 643 084 4 308 074 6 335 010 10
(181 216)
Electric installations 455 483 219 546 235 937 35 583 580 25 902 490 486 245 061 245 425 10
(387)
Factory equipment 93 955 51 981 41 974 14 988 36 4 906 108 907 56 884 52 023 10
(3)
Furniture, fixtures and office equipment 220 412 99 478 120 934 32 020 2 13 194 252 430 112 671 139 759 10
(1)
Vehicles 167 804 84 009 83 795 60 874 22 930 21 039 205 748 90 944 114 804 20
(14 104)
2006 13 250 821 5 323 983 7 926 838 1 331 909 269 092 787 056 14 313 638 5 915 328 8 398 310
(195 711)
2005 12 609 134 4 977 514 7 631 620 1 100 896 459 209 594 310 13 250 821 5 323 983 7 926 838
(247 841)
12.1.1 Depreciation charge for the year/period has been allocated as follows:
(RUPEES IN THOUSAND)
2006 2005
(RUPEES IN THOUSAND)
DESCRIPTION Qty Cost Accumulated Book Sales proceeds Mode of Particulars of purchaser
depreciation value disposal
Nos.
Plant & Machinery
Air Compressors 2 375 30 345 238 Negotiation Crescent Sugar Mills & Distillery Limited,
Nishatabad, Faisalabad.
Auto Coners 2 11 479 8 490 2 989 4 096 Negotiation Spin Cot Textile Mills, Sargodha Road,
Sheikhupura.
Air Compressors 2 250 36 214 300 Negotiation Kohinoor Industries Limited, Faisalabad.
Air Compressor 1 125 20 105 150 Negotiation Habib Calico Weaving Industries (Pvt) Ltd.,
Abdullah Pur, Faisalabad.
Combers & Lapformers 13+2 20 215 16 125 4 090 3 450 Negotiation Sally Textile Mills Limited, Johar Abad.
Auto Plucker 1 550 399 151 150 Negotiation Inter Loop (Pvt) Ltd. Khurrianwala, Faisalabad.
Combers 5 7 608 6 465 1 143 1 323 Negotiation Ali Asghar Textile Mills Limited. Plot # 2,6
Sector 25,Korangi Industrial Area,Karachi.
Auto Coner 1 6 110 5 035 1 075 2 499 Negotiation Sarfraz Yaqoob Textile Mills Limited, Jail
Road, Lahore.
Ring Frames 15 28 337 20 881 7 456 10 875 Negotiation Sally Textile Mills Limited, Johar Abad.
Ring Frames 25 48 428 35 896 12 532 17 150 Negotiation Nagina Spinning Mills Ltd. Faisalabad.
Calender 1 3 341 2 522 819 2 940 Negotiation Moti Wala Industries, D-103, S.I.T.E. Karachi.
Bailing Press 1 435 304 131 350 Negotiation Chaudhri Fabrics, 20-K.M. Multan Road,
Lahore.
Warping & Sizing Machine 1+1 39 232 27 750 11 482 7 500 Negotiation Kamran Textiles, 5.K.M.Jaranwala Road,
Khurrianwala Distt.Faisalabad.
Air Jet Looms 28 63 125 45 523 17 602 10 428 Negotiation Shahraj Fabrics (Pvt) Ltd.,147.148 Qauid-e-
Azam Industrial Estate,Kotlakhpat, Lahore.
Monforts Stenter and SS Tank 1+1 13 455 11 121 2 334 3 662 Negotiation Ihsan Yousaf Textiles (Pvt) Ltd. Faisalabad.
Premier Crosrol Fiber 1 2 256 437 1 819 2 257 Negotiation Minitex Limited, Lahore.
(RUPEES IN THOUSAND)
DESCRIPTION Qty Cost Accumulated Book Sales proceeds Mode of Particulars of purchaser
depreciation value disposal
Electric Installations
Panel 1 477 325 152 170 Negotiation Sarhad Textile Mills Limited.Plot # 89-89A
Industrial Estate, Gadoon Amazai Swabi.
Vehicles
Suzuki Alto LXW-8334 1 480 315 165 350 Negotiation Mr.Fiaz Saeed, Plot # 52, Feroz Park,
Shadbagh, Lahore.
Suzuki Baleno LZC-3964 1 793 270 523 740 Insurance Claim Security General Insurance Company
Limited, 53-A Lawrence Road, Lahore.
Toyota Corolla FDY-2055 1 993 659 334 656 Negotiation Mr.Maqsood Ul Haq,358-G/4 Johar
Town,Lahore.
Suzuki Cultus LRM-1098 1 508 179 329 405 Negotiation Mr.Mohammad Iqbal,House # P-233, New
Green Market, Dajkot Road,Lahore.
Suzuki Khyber FDW-1830 1 437 344 93 290 Negotiation Mr.Imran Sarwar, House # 39-H Gulshan
Ravi, Lahore.
Suzuki Alto LXW-8340 1 475 318 157 306 Negotiation Mr.Faisal Mahmood,House # 11 A-5
PECHS, Lahore.
Suzuki Baleno FDX-9015 1 707 474 233 380 Negotiation Mr.Imtiaz Mahmood,House # 11 A-5
PECHS near Wapda Town, Lahore.
Suzuki Baleno FDX-8670 1 704 473 231 450 Negotiation Mian Mohammad Hanif,549/E Punjab Co-
operative Housing Society, Lahore.
Suzuki Baleno LXV-8538 1 709 478 231 405 Negotiation Mr.Tariq Mahmood,House # 3, Anwar Street
near Javaid Market, Ichra, Lahore.
Suzuki Baleno FDY-5328 1 711 484 227 381 Negotiation Sheikh Abdul Qayyum,B.V 254/E, Madni
Mohallah, Jehlum.
Suzuki Khyber LXM-4251 1 453 338 115 272 Negotiation Shahid Mahmood Butt, House # 4, Street #
3, Muslim Colony Shadman, Lahore.
Suzuki Cultus LXZ-1487 1 567 388 179 418 Negotiation Atif Ahmed Malik,Tech Society Canal Bank
New Campus, Lahore.
Suzuki Cultus LRQ-9954 1 603 238 365 603 Negotiation Mr.Mohammad Azam, 215 R.B., Mohallah
Fateh Pur, Faisalabad.
Suzuki Alto LXW-8341 1 480 330 150 267 Negotiation Rana Mohammad Shahbaz, House # 98,
Street # 35, Mohallah Islam Din, Lahore.
Santro Executive LZH-4682 1 593 149 444 510 Negotiation Mr.Anees Aslam, House # 36/H , Model
Town, Lahore.
Suzuki Baleno FDY-8906 1 711 455 256 310 Negotiation Chaudhri Nargis Iqbal ,Chak # 50 South,
Sargodha.
Suzuki Alto LXW-5359 1 479 317 162 340 Negotiation Mr.Mohammad Amir,832-A,Shadman
Colony # 1 , Lahore.
Toyota Corolla LXV-7037 1 941 635 306 650 Negotiation Mian Ahmed Sher, House # 88/B EME Co-
operative Housing Society, Lahore.
Suzuki Baleno FDX-7819 1 709 481 228 381 Negotiation Syed Mohammad Nadeem, House # 13,
National Colony, Rehman Pura Lahore.
Suzuki Baleno LXM-6622 1 627 454 173 305 Negotiation Mr.Abdul Majid Qureshi, House # 587
Ghuzanfar Block, Faisal Town, Lahore.
Suzuki Khyber LXN-2790 1 453 332 121 255 Negotiation Mirza Iftikhar Mahmood, House # 11-A-5,
PECHS, Lahore.
Suzuki Alto LXW-4305 1 474 320 154 294 Negotiation Mrs. Ishrat Tahir, 220 A, Revenue
Employee's Co-operative Housing Society,
Johar Town, Lahore.
Toyota Corolla LRA-6290 1 1 007 618 389 574 Negotiation Muhammad Ashraf ,Bagri Post Office, Distt.
Kasoor.
Suzuki Alto LXY-4074 1 481 337 144 350 Insurance Claim Security General Insurance Company
Limited, 53-A, Lawrence Road, Lahore.
Suzuki Alto LXY-4072 1 475 332 143 350 Insurance Claim Security General Insurance Company
Limited, 53-A, Lawrence Road, Lahore.
Honda Civic LWA-3416 1 1 021 64 957 988 Negotiation Mr.Ali Gohar Bhutto,Village Bangul,
Larkana, Tehsil Rati Dero, District Larkana.
Suzuki Alto LXW-8309 1 476 337 139 266 Negotiation Mr.Iftikhar Ahmed, House # 1974, Dar-Ul-
Islam Sambrial, District Sialkot.
Suzuki Baleno FDX-8727 1 704 473 231 372 Negotiation Rana Rizwan Elahi , House # 10/C, Street
# 15, Shah Kamal Colony, Lahore.
Toyota Hi Ace LXP-2549 1 1 637 1 223 414 740 Negotiation Muhammad Saeed, Mohallah Corgh, Post
Office Mardan, Distt Mardan.
Daihatsu Cuore LRP-5117 1 456 212 244 456 Negotiation Mr. Saqib Nisar, Mohallah Al Meraj Khulur
Wai Road, Ghari, Quetta.
Suzuki Baleno LXR-8030 1 669 491 178 460 Negotiation Mirza Muhammad Amir, House # I-S/ 8-C,
Malik Street, Shama Road, Lahore.
Suzuki Baleno LXO-5216 1 674 513 161 451 Negotiation Hafiz Tariq Mahmood, 319-Raza Block,
Iqbal Town, Lahore.
Suzuki Cultus LXZ-3976 1 562 222 340 406 Negotiation Mr.Ghulam Ali, Army Officer Mess-B,
Sarwar Road, Lahore.
Toyota Corolla LXJ-8592 1 882 606 276 410 Negotiation Mr.Sahibzada Khan, House # 28, Hussain
Block, Ranger H.Q., Lahore.
Book value of other assets disposed of during the year was less than Rupees 50 000.
(RUPEES IN THOUSAND)
BALANCE AS AT 01 JULY 2005 RECONCILIATION BALANCE AS AT 30 JUNE 2006
DEPRE
DESCRIPTION Deletion CIATION
Cost Accumulated Net Book Additions Cost/ Depreciation Cost Accumulated Net Book RATE
Depreciation Value (Accumulated Charge Depreciation Value %
Depreciation) (Note 25.2)
Plant and machinery 185 096 25 026 160 070 - 98 000 10 825 87 096 8 472 78 624 10
(27 379)
2006 185 096 25 026 160 070 - 98 000 10 825 87 096 8 472 78 624
(27 379)
2005 156 619 38 191 118 428 87 098 58 621 5 942 185 096 25 026 160 070
(19 107)
12.2.1 Deletions represent the assets purchased at the expiry of lease term and transferred to operating fixed assets.
(RUPEES IN THOUSAND)
2006 2005
12.3 CAPITAL WORK-IN-PROGRESS
RELATED PARTIES:
ASSOCIATED COMPANIES
QUOTED
(RUPEES IN THOUSAND)
2006 2005
UN-QUOTED
72 614 5 000
QUOTED
UN-QUOTED
13.1 The company may at its option convert the preference shares into non-voting ordinary shares,
at the expiry of the period of four years after issuance / allotment to be converted at face
value of Rupees 10 each, if the same are not redeemed, with the right of refusal to preference
shareholders, individually.
13.2 Aggregate market value of investment in quoted associated companies was Rupees 5 211
million (2005: Rupees 3 228 million).
Name of associated companies Audited/ Assets Liabilities Net assets Revenues Profit
Un-audited
June 2006
Gulf Nishat Apparel Limited Un-audited 399 666 139 438 260 228 - -
March 2006
D.G.Khan Cement Company Limited Un-audited 34 229 547 14 139 011 20 090 536 5 580 590 1 697 071
Nishat Shuaiba Paper Products
Company Limited Un-audited 963 535 686 280 277 255 99 601 (22 059)
June 2005
D.G.Khan Cement Company Limited Audited 18 016 505 8 698 507 9 317 998 5 279 560 1 682 078
Nishat Shuaiba Paper Products
Company Limited Audited 573 834 334 520 239 314 - -
Pakistan Aviators and Aviation
(Pvt) Limited Un-audited 18 958 2 466 16 492 3 665 2 683
(RUPEES IN THOUSAND)
2006 2005
14. LONG TERM LOANS
Loans to employees - Considered good (Note 14.1 and 14.2) 11 785 8 572
Less: Current portion 5 408 3 682
6 377 4 890
14.1 These are unsecured and interest free loans to company’s employees which include loan
amounting to Rupees 6.626 million (2005: Rupees 4.698 million) given to executives of the
company for house building. Loan is recoverable in equal monthly installments. Maximum
debit balance due from executives at the end of any month during the year was Rupees
9.435 million (2005: Rupees 5.784 million).
9 990 6 467
Less: Repayments received 3 364 1 769
6 626 4 698
(RUPEES IN THOUSAND)
2006 2005
Deposits
Other securities 9 019 8 989
Margin against bank guarantees - 184
9 019 9 173
Prepayments
Office and shop rent 2 556 3 100
12 363 14 126
Less: Current portion
Office and shop rent 2 233 2 104
10 130 12 022
17.1 It includes goods valued at NRV amounting to Rupees 55.973 million (2005: Rupees 56.700
million).
(RUPEES IN THOUSAND)
2006 2005
18. TRADE DEBTS
Considered good:
Unsecured 648 734 499 991
Secured (Against letters of credit) 378 150 377 367
RELATED PARTIES
QUOTED
UN-QUOTED
OTHERS-QUOTED
(RUPEES IN THOUSAND)
2006 2005
20. LOANS AND ADVANCES
Considered good:
Employees – Interest free 7 458 6 407
Suppliers 57 927 64 553
Letters of credit 2 623 2 479
Employees’ provident fund trust 1 239 6 610
Income tax 328 140 332 675
Other advances 21 407 11 809
418 794 424 533
Considered doubtful:
Others 108 108
Less: Provision for doubtful 108 108
- -
Deposits
23 628 28 174
Short term prepayments 6 897 11 006
30 525 39 180
Considered good
(RUPEES IN THOUSAND)
2006 2005
22.1 Un-realized gain on derivative financial instrument
949 -
The Company has entered into a Pak Rupees to US Dollars cross currency swap to counter
its under lying Pak Rupees floating rate liability into a US Dollars floating rate liability with
Standard Chartered Bank for a notional amount of US Dollars 7.286 million commenced from
10 May 2006. Under the arrangement, the company would receive/pay the difference of 6
months KIBOR and 6 month LIBOR plus one percent semi annually and the difference of
US Dollar / Pak Rupee spot rate prevailing at commencement date and installment repayment
date.
24. SALES
24.2 Exchange gain due to currency rate fluctuation relating to export sale amounting to Rupees
9.448 million (2005: 2.933 million) has been included in export sales.
(RUPEES IN THOUSAND)
2006 2005
25. COST OF SALES
Finished goods
25.2 DEPRECIATION
(RUPEES IN THOUSAND)
2006 2005
Auditors’ remuneration:
(RUPEES IN THOUSAND)
2006 2005
28. OTHER OPERATING EXPENSES
78 689 70 978
62 290 96 248
(RUPEES IN THOUSAND)
2006 2005
30. FINANCE COST
Interest on:
Employees’ provident fund trust 650 429
Workers’ participation fund (Note 7.2) 3 620 2 000
Mark-up on:
Long term finances 318 414 172 764
Short term finances 318 968 175 951
Current - for the year/period (Note 31.1) 201 215 166 000
Prior year adjustment (75 215) -
31.1 The company falls under the ambit of presumptive tax regime under section 169 of the Income
Tax Ordinance, 2001. Provision for income tax is made accordingly. Provision on dividend
income is made under section 5 of the Income Tax Ordinance, 2001. However, provision is
made on other income (excluding dividend income)@ 35 percent under normal law as the
company has no carry forwardable tax losses. Reconciliation of tax expense and product of
accounting profit multiplied by the applicable tax rate is not required in view of presumptive
taxation.
31.2 Provision for deferred tax is not required as the company is chargeable to tax under section
169 of the Income Tax Ordinance, 2001 and no timing differences are expected to arise in the
foreseeable future.
There is no dilutive effect on the basic earnings per share which is based on:
2006 2005
Number of ordinary shares (Numbers) 145 259 743 145 259 743
Board of Directors of the company have proposed a cash dividend for the year ended 30 June
2006 amounting to Rupees 1.50 (30 June 2005: Rupees 2.50) per share and stock dividend
(Bonus shares) at the rate of 01 ordinary share per 10 ordinary shares of Rupees 10 each (30
June 2005: Nil) at their meeting held on 18 September 2006 and proposed to transfer Rupees
1 269.000 million (30 June 2005: Rupees 1 142.000 million) from un-appropriated profit to general
reserve and Rupees 145.260 million (2005: Rupees Nil) from un-appropriated profit to reserve for
issue of bonus shares. However, these events have been considered as non-adjusting events
under IAS-10 and have not been recognized in these financial statements.
(RUPEES IN THOUSAND)
2006 2005
DESCRIPTION Chief Chief
Directors Executives Directors Executives
Executive Executive
Officer Officer
Allowances
Company’s contribution to
Provident fund trust - 123 1 571 - 88 808
Leave encashment - - 446 - - 236
Number of Persons 1 4 26 1 3 18
34.1 Chief Executive Officer, four Directors and certain Executives of the company have been provided free
maintained vehicles and certain Executives are also provided free housing facility with utilities.
34.2 No remuneration was paid to directors as meeting fee during the current year and previous period.
2006 2005
The related parties comprise associated undertakings, other related companies and key
management personnel. The company in the normal course of business carries out transactions
with various related parties. Amount due to related parties is disclosed in Note 7.1 and remuneration
of the key management personnel is disclosed in Note 34.
(RUPEES IN THOUSAND)
2006 2005
(FIGURES IN THOUSAND)
2006 2005
37. PLANT CAPACITY AND ACTUAL PRODUCTION
Spinning
100 % plant capacity converted to 20s count based
on 3 shifts per day for 1 095 shifts (2005: 819 shifts) (Kgs.) 58 157 43 194
Actual production converted to 20s count based
on 3 shifts per day for 1 095 shifts (2005: 819 shifts) (Kgs.) 53 279 39 365
Weaving
100 % plant capacity at 50 picks based on 3 shifts
per day for 1 095 shifts (2005: 819 shifts) (Sq.Mt.) 193 596 138 572
Actual production converted to 50 picks based
on 3 shifts per day for 1 095 shifts (2005: 819 shifts) (Sq.Mt.) 183 308 131 219
Dyeing and Finishing
Production capacity for 3 shifts per day for 1 095 shifts
(2005: 819 shifts) (Mt.) 34 100 25 500
Actual production on 3 shifts per day for 1 095 shifts
(2005: 819 shifts) (Mt.) 33 811 23 015
Power Plant
Generation capacity (KWH) 351 515 251 003
Actual generation (KWH) 288 340 205 928
Under utilization of available capacity is due mainly to normal maintenance. For power plant,
the capacity utilization is low because of some old engines which could not be run at rated
capacity.
LIABILITIES
9 686 038 4 344 320 33 031 1 314 159 2 982 353 1 012 175
ASSETS
Financial liabilities
Long term finances 6.35 to 13 percent per annum
Liabilities against leased assets 8.50 to 11.75 percent per annum
Short term running finances 3.07 to 9.66 percent per annum
Export refinances 7.90 to 8 percent per annum
Financial assets
Cash with banks on fixed deposits 0.1 to 12.50 percent per annum
Interest/mark-up rate risk and sensitivity of the company’s financial liabilities and financial
assets as at 30 June 2005 can be evaluated from the following:
(RUPEES IN THOUSAND)
2 0 0 5
TOTAL EXPOSED TO EXPOSED TO NOT
INTEREST/MARK-UP INTEREST/MARK-UP EXPOSED
RATE PRICE RISK RATE CASH FLOW RISK TO
Within More than Within More than INTEREST/
One One Year One One Year MARK-UP
Year and Upto Year and Upto RATE RISK
Five Years Five Years
LIABILITIES
8 665 957 4 326 336 61 643 669 643 2 796 512 811 823
ASSETS
Financial liabilities
Financial assets
Cash with banks on fixed deposits 0.1 to 11 percent per annum
The management of the company believes that the company is not exposed to major
concentration of credit risk. Further, the company controls its credit risk by ascertainment of
credit worthiness of customers, monitoring of debt on a continuous basis and providing
appropriate provision for doubtful receivables where it is considered necessary.
Foreign currency risk on financial instruments receivable and payable in foreign currency is
not material.
Liquidity risk reflects an enterprises inability in raising funds to meet commitments. The
company follows an effective cash management and planning policy to ensure availability of
funds and to take appropriate measures for new requirements.
The carrying values of financial assets and financial liabilities approximate their fair values.
These financial statements were approved and authorized by the board of directors for issue on
18 September 2006.
40. FIGURES
! Comparative figures of balance sheet, profit and loss account, cash flow statement and
statement of changes in equity have been re-arranged, wherever necessary for the purpose
of comparison. However, no significant reclassification has been made except detailed below:
- Inclusion of advance for purchase of shares in long term investments instead of loans
and advances.
! The comparative figures of profit and loss account, cash flow statement, statement of changes
in equity and related notes to the financial statements were for the period of nine months
ending on 30 June 2005 due to change in accounting year as per legislature. Therefore, the
said comparative figures are not comparable to the current year.
FORM OF PROXY
I/We ______________________________________________________________________________________
of ________________________________________________________________________________________
__________________________________________________________________________________________
of ________________________________________________________________________________________
of ________________________________________________________________________________________
member(s) of the Company, as my/our proxy in my/our absence to attend and vote for
me/us and on my/our behalf at the Annual General Meeting of the Company to be held on
Tuesday, 31 October, 2006 at 11.00 a.m. at Nishat House, 53-A, Lawrence Road, Lahore.
Please quote:
IMPORTANT: This instrument appointing a proxy, duly completed, must be received at the Registered
Office of the Company at 53-A, Lawrence Road, Lahore not later than 48 hours before
the time of holding the annual general meeting.