DTML Jun30 2013
DTML Jun30 2013
DTML Jun30 2013
CONTENTS
Company Information
Financial Highlights
10
12
Auditors' Report
13
Balance Sheet
15
16
17
18
19
20
42
Form of Proxy
01
COMPANY INFORMATION
Executive Directors
Non-Exective Director
Independent Director
: Mr. Aziz-ul-Haque
Audit Committee
Auditors
Company Secretary
Tax Advisor
Legal Advisor
Bankers
Registered Office
Factory Office
Website
: www.yousufdewan.com
02
To confirm the minutes of the preceding General Meeting of the Company held on Wednesday, January 30, 2013;
2.
To receive, consider, approve and adopt the annual audited financial statements of the Company for the year ended
June 30, 2013, togetherwith the Directors' and Auditors' Reports thereon;
3.
To appoint the StatutoryAuditors' of the Company for the ensuing year, and to fix their remuneration;
4.
NOTES:
1. The Share Transfer Books of the Company will remain closed for the period from October 23, 2013 to October 30,
2013 (both days inclusive).
2.
Members are requested to immediately notify change in their addresses, if any, at our Shares Registrar Transfer
Agent BMF Consultants Pakistan (Private) Limited, located at Anum Estate Building, Room No. 310 & 311, 3rd
Floor, 49, Darul Aman Society, Main Shahrah-e-Faisal, adjacent to Baloch Colony Bridge, Karachi, Pakistan.
3.
A member of the Company entitled 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 be received by the Company at
the abovesaid address, not less than 48 hours before the meeting.
4.
CDC Account holders will further have to observe the following guidelines, as laid down in Circular 01 dated
January 20, 2000, issued by the Securities and Exchange Commission of Pakistan:
In case of individual, the account holder or sub-account holder, and/or the person whose securities are in group
account and their registration details are uploaded as per the regulations, shall authenticate his/her identity by
showing his/her original National Identity Card (CNIC), or original passport at the time of attending the
meeting.
ii) In case of corporate entity, the Board of Directors' resolution/power of attorney, alongwith the specimen signature
of the nominee, shall be produced (unless it has been provided earlier) at the time of meeting.
03
In case of individual, the account holder or sub-account holder, and/or the person whose securities are in group
account and their registration details are uploaded as per the regulations, shall submit the proxy form as per the
above requirements.
ii) Two persons, whose names, addresses, and CNIC numbers shall be mentioned on the form, shall witness the proxy.
iii) Attested copies of CNIC or passport of the beneficial owners and proxy shall be furnished alongwith the proxy
form.
iv) The proxy shall produce his/her original CNIC or original passport at the time of the meeting.
v) In case of corporate entity, the Board of Directors' resolution/power of attorney, alongwith the specimen signature
of the nominee, shall be produced (unless it has been provided earlier) along with the proxy form to the Company.
04
DIRECTORS REPORT
IN THE NAME OF ALLAH; THE MOST GRACIOUS AND MERCIFUL
IF YE GIVE THANKS, I WILL GIVE YOU MORE (HOLY QURAN)
Dear Shareholder(s),
Assalam-o-Alykum!
The Board of Directors, other members of the management of your Company are pleased to present the Annual
Audited Financial Statements of the Company for the year ended June 30, 2013 together with the Auditors' Report
thereon.
Operating results and performance:
The operating results for the year under review are as follows:
"Rupees
SALES (NET)
3,928,180,032
COST OF SALES
(3,602,622,801)
GROSS PROFIT
325,557,231
OPERATING EXPENSES
OPERATING PROFIT
OTHER CHARGES
(163,171,293)
162,385,938
(118,010,184)
OTHER INCOME
14,066,130
58,441,884
TAXATION
PROFIT AFTER TAXATION
4,302,792
62,744,676
The turnover of the Company, as compared to the last year, has increased by 24.40% due to the reason of export sales
increased by 232% as compared to the corresponding period of last year, it has effected the results positively and
company has earned gross profit of Rs 325.557 million and pretax profit of Rs.58.442 million during the year as
compared to gross loss of Rs.97.254 million and pretax loss of Rs.317.53 million of previous year.
The management of the company has managed to improve the results as compared to those of the last year for the same
period. The profitability of the company could have been further improved, had there not been power crises, increase
in tariff of gas and hike in freight and transportation cost. By virtue of timely procurement of raw cotton and rational
utilization of funds, the management has succeeded to optimize plant capacity utilization which resulted in higher
production and lowering the cost of yarn per lb manufactured with relation to fixed costs.
During the financial year 2011-12 the company had settled with its lenders through Compromise Agreement dated
December 23, 2011 against which consent decrees had been granted by the Honorable High Court of Sindh, Karachi.
Company's short term and long term loans had been rescheduled in the form of long term loans, however certain banks
did not accepted the restructuring proposal at that time, and we are still in negotiation with those few banks to accept
the restructuring proposal.
05
The Auditors have qualified the report due to significance of the matter of non-provisioning of markup in respect of
borrowings from certain banks which have not accepted restructuring proposal as referred in para (a) of the Auditors
Report. The management has explained the status of matter in respective notes to the financial statements. The
management is fully confident that the company will have favorable decisions from concerned courts in respect of
suits of certain banks.
Future Outlook
The key challenges facing the Pakistan's economy emerging from long standing structural issue which have continued
to suppress economic activity and growth of the country. The macroeconomic outlook is largely dependent on
government's ability to control fiscal deficit while addressing energy shortage to revitalize large scale manufacturing
industry. At present energy crisis affecting the economy badly; however some initiatives which are being taken by the
government hopefully will improve the situation in near future. Business environment needs political stability along
with improvement in law and order situation in the country. The Karachi city being a business hub plays vital role
towards the economic growth of the country, hopefully the authorities concerned will be able to maintain peace in
Karachi and the business activities would be normalized in near future.
The management of the company has taken the initiative of having alternate source of supply from captive power
generation to wapda based electricity in order to overcome the problem of natural gas load shedding; as a part of our
such future strategic planning regarding uninterrupted energy needs we have got the wapda connection for our
Dewan1, as our kotri industrial area is now facing Gas shutdown on weekly basis. This change will have the positive
impact in term of plant capacity utilization in the longer run.
Current devaluation of pak rupee and unprecedented raise in the energy cost has affected the textile industry operations
the input cost has been sky rocketed which is resulting in not only squeezing the profitability margins but also losing
our market share viz-a-viz our regional competitors particularly India who is selling their yarns at relatively less rates.
Your company is exporting substantial amount of yarn from Dewan Textile 1 & 2 at competitive rates. Since the banks
have permitted us the much awaited discounting facility, so now we are in a better position to further increase our
export share without facing the liquidity crunch.
Prompt and timely decision in right direction is the core objective of every management, particularly in an industry
where the input costs are more volatile and subject to frequent change. The management of the company has decided to
implement ERP in near future to keep on tracking all the information on the company strength to take the better
decision such as hiring right number of employees, purchasing additional machines or cut down the cost etc. The
implementation of E.R.P will not only streamline the M.I.S. reporting but will also provide the base for the
management to make timely decision with paperless environment and also clarity in the job description for the
betterment of the company.
In a backdrop of recent floods the cotton crop assessment committee forecasted decline in cotton production at 11.95
million bales, earlier in the beginning of the season the production was estimated at 13.25 million bales. This forecast
might result in higher cotton prices, which may affect our competitiveness in the international market. The company
has been targeting the export of yarn and foreseeing prospective future outlook with an increased focus on export sale.
Human Resource
The management of the Company is committed to excellence and has a clear vision that human resources and strong
leadership practices are important enablers of high productivity and sustainable competitive advantage of our
Company. Therefore, management of the Company gives much importance to the optimal use of human resources by
way of proper guidance, motivation and incentive schemes for the employees.
Post Balance Sheet Events
There has been no event subsequent to the balance sheet date that would require an appropriate disclosure or
adjustment to the financial statements referred herein.
Statement of Compliance under Code of Corporate Governance
Security and Exchange Commission of Pakistan framed a code of corporate governance, which was incorporated
through the listing regulations of all stock exchanges of the country. The directors of your Company have ensured
implementation of all provisions of code of corporate governance applicable for the period ended June 30, 2013.
06
Review report on statement of Compliance with code of corporate governance of Auditors is annexed with this report.
Directors of the Company are pleased to confirm that there is no material departure from the best practices as detailed
in the listing regulations.
1.
The financial Statements presented by the management of the Company give a fair account of the state of affairs,
the results of its operations, cash flow and changes in equity.
2.
Proper books of accounts have been maintained as required under the Companies Ordinance, 1984.
3.
Accounting policies have been consistently applied in the preparation of financial statements and accounting
estimates are based on reasonable and prudent judgment.
4.
International Financial Reporting Standards as applicable in Pakistan have been followed in preparation of
financial statements and any departure there from, if any, has been adequately disclosed.
5.
The system of internal controls, which is in place, is sound in design and has been effectively implemented and
monitored.
6.
There has been no material departure from the best practices of the corporate governance.
7.
The management has explained their views in detail regarding the going concern ability of the Company in note 2
to the annexed financial statements.
8.
The Company has constituted an Audit Committee from amongst the non-executive members of its Board.
9.
The Board has prepared and circulated a Statement of Ethics and Business Practices amongst its members and the
company's employees.
10. As required under the Code of Corporate Governance, the following information has been presented in this report:
i) Pattern of Shareholding;
ii) Shares held by associated undertaking and related persons;
Board
The Board of Directors comprises of individuals with diversified knowledge who endeavor to contribute towards the
aim of the Company with the best of their abilities. During the year four meetings of the Board were held. The
attendance of directors was as follows:
07
Names
No. of
Meetings attended
Mr. Aziz-ul-Haque
Leave of absence was granted to directors who could not attend these meetings.
Earnings per Share
Earnings / (Loss) per share during the period under report worked out to Rs 4.65 (2012) Rs. (24.96)
Appointment of Auditors
The present auditors, M/s. Faruq Ali & Co., Chartered Accountants, Karachi, retire and being eligible for
reappointment under the Companies Ordinance, 1984, and the Code of Corporate Governance issued by the Securities
and Exchange Commission of Pakistan, have offered themselves for the same. The Board of Directors of your
company, based on the recommendations of the Audit Committee of the board, propose M/s. Faruq Ali & Co.,
Chartered Accountants, for reappointment as auditors of the company for the ensuing year.
Pattern of Shareholding
The prescribed shareholding information, both under the Companies Ordinance, 1984, and the Listing Regulations,
vis--vis, Code of Corporate Governance, is attached at the end of this report.
Key operating and financial data
Key operating and financial data for preceding six years is annexed.
Vote of Thanks & Conclusion
On the behalf of the Board, I appreciate the valuable, loyal, and commendable services rendered to the Company by its
executives, members of the staff and workers.
In conclusion, we bow, beg and pray to Almighty Allah, Rahman-o-Ar-Rahim, in the name of our beloved Prophet
Muhammad (peace be upon him) for the continued showering of his blessings, guidance, strength, health, and
prosperity to us, our company, country and nation; and also pray to Almighty Allah to bestow peace, harmony,
brotherhood, and unity in true Islamic spirit to whole of the Muslim Ummah; Ameen; Summa Ameen.
08
FINANCIAL HIGHLIGHTS
(Rupees in Million)
2008
SALES (Net)
3,189
2009
3,114
2010
2011
2012
2013
3,442
4,699
3,157
3,928
177
(225)
176
(97)
326
(213)
(659)
67
(66)
(318)
58
(214)
(675)
49
(117)
(337)
63
Assets Employed
4,317
3,900
3,671
4,513
5,387
5,613
Current Assets
2,506
2,420
2,308
3,131
3,092
3,400
(205)
Shareholder's Equity
951
(58)
18
15
(401)
745
802
527
246
3,963
3,458
Current Liabilities
2,621
3,156
3,125
4,252
1,005
1,590
5.56%
(7.24%)
5%
0.2%
(3.08%)
8.3%
(6.70%)
(21.67%)
1.42%
(2.49%)
(10.67%)
1.60%
(15.83)
(49.98)
3.62
(8.66)
(24.96)
4.65
Production
09
Actual Production
at Actual Average Count (kg)
22,317,745
18,928,395 16,645,826
16,544,940
16,052,642
19,057,026
Actual Production
Converted to 20 Count (kg)
17,893,619
16,793,330 17,265,858
17,866,664
14,236,118
16,954,602
The Company encourages representation of independent non executive directors and directors representing
minority interests on its Board of Directors. At present the board includes One Independent Director, five NonExecutive Directors and one Executive Directors of the Company.
2.
The condition of maximum number of seven directorships to be held by a director in listed companies as per clause
ii of the CCG will be applicable after election of next Board of Directors of the 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.
4.
5.
The company has prepared a Code of Conduct and has ensured that appropriate steps have been taken to
disseminate it throughout the company along with its supporting policies and procedures.
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, other executive and nonexecutive directors have been taken by the board/shareholders.
8.
The meetings of the board were presided over by the Chairman and, in his absence, by the director 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.
9.
In accordance with the criteria specified on clause (xi) of CCG, some directors are exempted from the requirement
of directors' training program and rest of the Directors to be trained within specified time.
10. There was no change in the position of CFO, Company Secretary and Head of Internal Audit during the year. The
Directors report for this have prepared in compliance with the requirement of the CCG and fully describes the
salient matters required to be disclosed.
11. The financial statements of the company were duly endorsed by CEO and CFO before approval of the board.
12. The director, CEO and executives do not hold any interest in the shares of the company other than the disclosed in
the pattern of shareholding.
13. The company has complied with all the corporate and financial reporting requirements of CCG.
14. The board has formed an Audit Committee. It comprises three members of whom one is independent director who
is also chairman and two members are non executive directors.
10
15. 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 CCG. The terms of reference of the committee have been formed and
advised to the committee for compliance.
16. The board has formed an HR and Remuneration Committee. It comprises of three members of whom two are nonexecutive directors and the chairman of the committee is a non-executive director.
17. The board has set up an effective internal audit function. The staffs are considered suitably qualified and
experienced for the purpose and are conversant with the policies and procedures of the company.
18. The statutory auditors of the company have confirmed that they have been given a satisfactory rating under the
quality control review program of the ICAP, 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 Accountants (IFAC) guidelines on code of ethics are adopted by the ICAP.
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. The closed period, prior to the announcement of interim/final results, and business decisions, which may
materially effect the market price of company's securities, was determined and intimated to directors, employees
and stock exchange(s).
21. Material / price sensitive information has been disseminated among all market participants at once through stock
exchange(s).
23. We confirm that all the other material principles enshrined in the CCG have been complied with.
11
Telephone :
:
:
:
:
Fax
(021)
(021)
(021)
(021)
(021)
4301966
4301967
4301968
4301969
4301965
12
Telephone :
:
:
:
:
Fax
(021)
(021)
(021)
(021)
(021)
4301966
4301967
4301968
4301969
4301965
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;
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;
13
Telephone :
:
:
:
:
Fax
(021)
(021)
(021)
(021)
(021)
4301966
4301967
4301968
4301969
4301965
d) in our opinion and to the best of our information and according to the explanations given to us, except
for the matters discussed in paragraph (a) above, the balance sheet, profit and loss account, statement
of comprehensive income, 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 June 30, 2013 and of the
profit, its cash flows and changes in equity for the year then ended; and
e) in our opinion, no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980.
Without further qualifying our opinion we draw attention of the members:
to note 2 to the financial statements which indicates that the Company's negative reserves of Rs.339.838
million have resulted in negative equity of Rs.204.791 million and company has been unable to ensure
timely payments of liabilities to lenders, following course certain lenders have gone into litigation for
recovery of their liabilities through attachment and sale of company's hypothecated / mortgaged
properties and two of the lenders have also filed winding up petition. These conditions, along with other
matters as set forth in note 2, indicate the existence of material uncertainty which may cast significant
doubt about company's ability to continue as going concern. The amount of current liabilities reported in
said note do not include the effect of matters discussed in para (a) above.
to note 13.3 to the financial statements which states that company would be liable to pay a sum of Rs.1.621
billion in the event of default in terms of settlement reached with the lenders.
14
BALANCE SHEET
AS AT JUNE 30, 2013
NOTES
EQUITY AND LIABILITIES
SHARE CAPITAL AND RESERVES
Authorized capital (30,000,000 Ordinary shares of Rs. 10/- each)
Issued, subscribed and paid up capital
Reserves and surplus
4
5
2013
2012
RUPEES
300,000,000
300,000,000
135,046,090
(339,837,515)
(204,791,425)
768,368,710
135,046,090
(536,287,753)
(401,241,663)
819,906,627
7
8
9
3,230,941,957
24,904,372
202,239,489
3,687,994,219
27,466,337
247,300,334
10
345,066,506
23,772,596
720,727,477
460,104,990
41,185,703
1,590,857,272
-5,612,520,375
364,534,623
44,616,553
474,927,661
80,000,000
41,185,703
1,005,264,540
-5,386,690,394
11
7
12
13
ASSETS
NON CURRENT ASSETS
Property, plant and equipments
Investments
Long term deposits
14
15
16
1,916,934,073
-53,921,685
2,075,450,024
171,033,591
47,852,685
17
18
46,161,624
1,615,174,605
1,579,944,210
42,848,823
46,133,752
1,367,943,006
1,574,630,006
30,731,317
40,232,252
34,945,912
40,407,233
3,399,714,659
241,949,958
5,612,520,375
27,963,111
13,217,968
31,734,934
3,092,354,094
5,386,690,394
CURRENT ASSETS
Stores and spares
Stock in trade
Trade debtors - Considered good
Advances - Considered good
Short term deposits and current
account balances with statutory authorities
Taxes recoverable - Net
Cash and bank balances
Non current assets held for sale
19
20
21
22
15
Haroon Iqbal
Director
RUPEES
3,928,180,032
3,602,622,801
325,557,231
25
26
123,423,096
39,748,197
163,171,293
47,007,459
34,371,316
81,378,775
162,385,938
(178,632,605)
109,699,830
3,979,000
3,138,662
1,192,692
(14,066,130)
103,944,054
143,876,678
3,200,000
--(8,184,015)
138,892,663
58,441,884
(317,525,268)
29,506,774
(33,809,566)
(4,302,792)
62,744,676
31,351,397
(11,777,518)
19,573,879
(337,099,147)
27
28
29
30
2012
23
24
2013
31
4.65
3,157,520,407
3,254,774,237
(97,253,830)
(24.96)
Haroon Iqbal
Director
16
2012
RUPEES
62,744,676
(337,099,147)
70,916,367
(101,160,112)
96,598,761
(33,809,566)
62,789,195
33,650,052
(11,777,518)
21,872,534
196,450,238
(416,386,725)
17
Haroon Iqbal
Director
2012
RUPEES
58,441,884
(317,525,268)
199,363,871
9,966,804
109,699,830
3,138,662
1,192,692
381,803,743
143,763,761
9,482,070
143,876,678
--(20,402,759)
(27,872)
(247,231,599)
(5,314,204)
(12,117,506)
1,508,673
(41,192,972)
18,171,904
42,423,177
(12,269,141)
(11,836,841)
(23,799,472)
245,799,816
(54,959,978)
344,062,613
(9,390,572)
343,745,982
(51,234,718)
(6,069,000)
(12,528,769)
(69,832,487)
257,011,278
(29,920,388)
-(11,242,800)
(41,163,188)
282,180,035
(40,847,920)
(40,847,920)
(18,406,711)
(18,406,711)
(76,947,272)
(130,543,787)
(207,491,059)
8,672,299
31,734,934
40,407,233
(162,062,031)
(89,362,081)
(251,424,112)
12,349,212
19,385,722
31,734,934
Haroon Iqbal
Director
18
General
reserve
Unrealized gain
due to change
in fair value of
Investment
Total
Accumulated
loss
RUPEES
135,046,090
333,000,000
--
--
--
--
--
--
--
--
135,046,090
333,000,000
--
--
--
--
--
--
--
--
135,046,090
333,000,000
113,674,765
-(101,160,112)
--
(566,575,793)
15,145,062
(337,099,147)
(337,099,147)
--
(101,160,112)
21,872,534
21,872,534
(101,160,112)
(315,226,613)
(416,386,725)
12,514,653
(881,802,406)
(401,241,663)
62,744,676
62,744,676
-70,916,367
--
--
70,916,367
62,789,195
62,789,195
70,916,367
125,533,871
196,450,238
83,431,020
(756,268,535)
(204,791,425)
19
Haroon Iqbal
Director
Basis of preparation
These financial statements have been prepared under the historical cost convention modified by the
absorption of borrowing cost as referred to in note 3.16 and investments classifed as avaiable for sale
are carried at fair value.
3.2
Statement of compliance
These financial statements have been prepared in accordance with approved accounting standards as
applicable in Pakistan with the exception of departure of IFRS as mentioned in 27.1 to the financial
statements, for which the management concludes that provisioning of markup (note 27.1) would
conflict with the objective of financial statements. Approved accounting standards comprise of such
International Financial Reporting Standards (IFRS) issued by the International Accounting Standards
Board as are notified under the Companies Ordinance, 1984 provision of and directives issued under
the Companies Ordinance, 1984. In case requirement differ, the provisions of and directives of the
Companies Ordinance, 1984 shall prevail.
Standards, amendments or interpretations which became effective during the year
There are no amended standards and interpretations that are effective for the first time in the current
year that would be expected to have a material impact on the Company.
20
IAS 19 Employee Benefits (amended 2011) - (effective for annual periods beginning on or after
1 January 2013). The amended IAS 19 includes the amendments that require actuarial gains and
losses to be recognised immediately in other comprehensive income; this change will remove
the corridor method and eliminate the ability for entities to recognise all changes in the defined
benefit obligation and in plan assets in profit and loss, which currently is allowed under IAS 19;
and that the expected return on plan assets recognised in profit and loss is calculated based on
the rate used to discount the defined benefit obligation. The amendments would result in charge
of unrecognized loss of Rs.2.130 million.
IAS 27 Separate Financial Statements (2011) - (effective for annual periods beginning on or
after 1 January 2013). IAS 27 (2011) supersedes IAS 27 (2008). Three new standards IFRS 10Consolidated Financial Statements, IFRS 11- Joint Arrangements and IFRS 12-Disclosure of
Interest in Other Entities dealing with IAS 27 would be applicable effective 1 January 2013.
IAS 27 (2011) carries forward the existing accounting and disclosure requirements for separate
financial statements, with some minor clarifications. The amendments have no impact on
financial statements of the Company.
IAS 28 Investments in Associates and Joint Ventures (2011) - (effective for annual periods
beginning on or after 1 January 2013). IAS 28 (2011) supersedes IAS 28 (2008). IAS 28 (2011)
makes the amendments to apply IFRS 5 to an investment, or a portion of an investment, in an
associate or a joint venture that meets the criteria to be classified as held for sale; and on
cessation of significant influence or joint control, even if an investment in an associate becomes
an investment in a joint venture. The amendments have no impact on financial statements of the
Company.
Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32) - (effective for
annual periods beginning on or after 1 January 2014). The amendments address inconsistencies
in current practice when applying the offsetting criteria in IAS 32 Financial Instruments:
Presentation. The amendments clarify the meaning of 'currently has a legally enforceable right
of set-off and that some gross settlement systems may be considered equivalent to net
settlement.
Offsetting Financial Assets and Financial Liabilities (Amendments to IFRS 7) - (effective for
annual periods beginning on or after 1 January 2013). The amendments to IFRS 7 contain new
disclosure requirements for financial assets and liabilities that are offset in the statement of
financial position or subject to master netting agreement or similar arrangement.
Annual Improvements 20092011 (effective for annual periods beginning on or after 1 January
2013). The new cycle of improvements contains amendments to the following five standards, with
consequential amendments to other standards and interpretations.
-
21
IAS 1 Presentation of Financial Statements is amended to clarify that only one comparative
period - which is the preceding period - is required for a complete set of financial statements. If
an entity presents additional comparative information, then that additional information need
not be in the form of a complete set of financial statements. However, such information should
be accompanied by related notes and should be in accordance with IFRS. Furthermore, it
clarifies that the 'third statement of financial position', when required, is only required if the
effect of restatement is material to statement of financial position.
IAS 16 Property, Plant and Equipment is amended to clarify the accounting of spare parts,
stand-by equipment and servicing equipment. The definition of 'property, plant and equipment'
in IAS 16 is now considered in determining whether these items should be accounted for under
that standard. If these items do not meet the definition, then they are accounted for using IAS 2
Inventories. The amendments have no impact on financial statements of the Company.
IAS 32 Financial Instruments: Presentation - is amended to clarify that IAS 12 Income Taxes
applies to the accounting for income taxes relating to distributions to holders of an equity
instrument and transaction costs of an equity transaction. The amendment removes a perceived
inconsistency between IAS 32 and IAS 12.
IAS 34 Interim Financial Reporting is amended to align the disclosure requirements for
segment assets and segment liabilities in interim financial reports with those in IFRS 8
Operating Segments. IAS 34 now requires the disclosure of a measure of total assets and
liabilities for a particular reportable segment. In addition, such disclosure is only required when
the amount is regularly provided to the chief operating decision maker and there has been a
material change from the amount disclosed in the last annual financial statements for that
reportable segment.
IFRIC 20 - Stripping cost in the production phase of a surface mining (effective for annual
periods beginning on or after 1 January 2013). The interpretation requires production stripping
cost in a surface mine to be capitalized if certain criteria are met. The amendments have no
impact on financial statements of the Company.
IFRIC 21- Levies an Interpretation on the accounting for levies imposed by governments'
(effective for annual periods beginning on or after 1 January 2014). IFRIC 21 is an
interpretation of IAS 37 Provisions, Contingent Liabilities and Contingent Assets. IAS 37 sets
out criteria for the recognition of a liability, one of which is the requirement for the entity to
have a present obligation as a result of a past event (known as an obligating event). The
Interpretation clarifies that the obligating event that gives rise to a liability to pay a levy is the
activity described in the relevant legislation that triggers the payment of the levy.
Amendment to IAS 36 "Impairment of Assets" Recoverable Amount Disclosures for NonFinancial Assets (effective for annual periods beginning on or after 1 January 2014). These
narrow-scope amendments to IAS 36 Impairment of Assets address the disclosure of
information about the recoverable amount of impaired assets if that amount is based on fair
value less costs of disposal.
The preparation of financial statements in conformity with approved accounting standards requires the
use of certain critical accounting estimates. It also requires 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 and other factors, including expectations of future
events that are believed to be reasonable under the circumstances.
The areas involving a higher degree of judgment or complexity, or areas where assumptions and
estimates are significant to the financial statements, are as follows:
22
i)
ii)
iii)
3.3
3.4
3.5
Taxation
Current
Provision for current taxation is based on current rates of tax after taking into account available tax
credits and rebates available, if any.
Deferred
Deferred tax is recognized on all timing differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amount used for taxation purposes.
A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be
available against which temporary difference can be utilized. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will
be realized.
3.6
23
Leased
Assets subject to finance lease are stated at the lower of present value of minimum lease payments
under the lease agreement and the fair value of the assets. The related obligations under the lease are
accounted for as liabilities. Assets acquired under finance lease are depreciated over the useful life of
the assets and depreciation is computed commencing from the month in which the assets are first put to
use.
Cost in relation to certain plant and machinery signifies historic cost, markup, interest, profit and other
charges on counter liabilities up to the date of commissioning of the respective plant and machinery
acquired against such liabilities. All other markup, interest, profit, and other charges are charged to
income.
Major repairs and renewals are capitalized. Gains or losses on disposals of property, plant and
equipments are included in income currently.
3.7
3.8
Stock in trade
These are valued at lower of average cost and net realizable values, the cost is determined as follows:
Raw material
Packing material
Work in process
Waste
Finished goods
Average cost
Average cost
Average cost
Selling price
Average cost
Cost of finished goods comprise of prime cost and appropriate portion of production overheads.
Net realizable value signifies the estimated selling price in the ordinary course of business less cost
necessary to be incurred in order to make the sale.
3.9
3.10
3.11
Revenue recognition
Revenue from sale is recognized on dispatch of goods to customers.
Dividend income is recognized on the basis of declaration by the investee company.
24
3.12
Trade debts
Trade debts originated by the company are recognized and carried at original invoice amount less an
allowance for any uncollectible amounts, if any. An estimate for doubtful debts is made when collection
of full amount is no longer probable. Bad debts are written off as incurred.
3.13
3.14
3.15
Provision
A provision is recognized in the balance sheet when the company has a legal or constructive obligation
as a result of past event, it is probable that an outflow of resources embodying economic benefits will
be required to settle the obligation and a reliable estimate can be made of the amount of obligation.
3.16
Borrowing costs
Borrowings costs are recognized as an expense in the period in which these are incurred except to the
extent of borrowing cost that are directly attributable to the acquisition, construction or production of a
qualifying asset. Such borrowing costs, if any, are capitalized as part of the cost of the relevant asset.
3.17
Financial instruments
All the financial assets and liabilities are recognized at the time when the company becomes a party to
the contractual provisions of the instrument. Gain or loss on derecognition of the financial assets and
liabilities are taken to profit and loss account for the year in which the same arises.
3.18
3.19
Impairment
The carrying amounts of the company's assets are reviewed at each balance sheet date to determine
whether there is an indication of impairment loss. Any impairment loss arising is recognized as expense
in the profit and loss account.
3.20
25
2013
2012
(No. of Shares)
1,500,000
1,500,000
225,000
225,000
11,779,609
11,779,609
13,504,609
13,504,609
15,000,000
15,000,000
2,250,000
2,250,000
117,796,090
135,046,090
117,796,090
135,046,090
333,000,000
(756,268,535)
333,000,000
(881,802,406)
83,431,020
(339,837,515)
12,514,653
(536,287,753)
2012
RUPEES
1,067,206,961
--
-1,100,857,013
(96,598,761)
970,608,200
(33,650,052)
1,067,206,961
247,300,334
-(33,809,566)
(11,251,278)
202,239,490
768,368,710
-311,897,255
(11,777,518)
(52,819,403)
247,300,334
819,906,627
The following property, plant and equipments owned by the company were revalued on March 21, 2012 . The
revaluation of property, plant and equipments was carried out by independent valuer M/s Iqbal A Nanjee &
company (Private) limited, using prevailing market value being the basis of revaluation. The surplus arising
from revaluation is Rs. 1,100.857 million. The closing balance of surplus on revaluation of property, plant and
equipments is not available for distribution to shareholders.
PARTICULARS
W.D.V. of
assets before
revaluation
Revalued
Amount
Revaluation
Surplus
RUPEES
Lease hold land
Factory building on lease hold land
Non - factory building
Labour quarters
Plant, machinery & equipments
778,000
215,517,102
4,896,471
2,782,573
699,921,066
923,895,212
210,500,000 209,722,000
414,400,624 198,883,522
33,795,399
28,898,928
81,693,592
78,911,019
1,284,362,610 584,441,544
2,024,752,225 1,100,857,013
ANNUAL REPORT 2013
26
Installments
payable
Quarterly
Tenure
2011-2021 2 % to 13%
7.1
2013
7.1
2012
RUPEES
3,767,994,219
(76,947,272)
3,691,046,947
460,104,990
3,230,941,957
3,930,056,288
(162,062,069)
3,767,994,219
80,000,000
3,687,994,219
Compromise Agreement dated December 23, 2011 has been executed between the Company and
majority of its lenders, consequent to which consent decrees have been granted by the Honorable High
Court of Sindh, Karachi. Companys liabilities in respect of short term borrowings, long term loans,
leases and overdue letters of credit have been rescheduled in the form of a syndicated long term
financing of Rs.3.930 billion repayable in nine and half years with progressive mark up rates ranging
from 2% to 13% over the period on outstanding principal. As per the agreement, markup outstanding as
on December 21, 2011 is Rs.1.621 billion, which the company would be liable to pay in the event of
default of terms of agreement. Moreover banks / financial institutions have also agreed to provide
further working capital to the Company amounting to Rs.916.800 million.
The loan is secured against first pari passu hypothecation charge over stock, book debts, present and
future property, plant and equipments of the company and personal guarantees of directors.
Note
8.1
8.1
8.2
29,227,067
(11,242,800)
17,984,267
9,482,070
27,466,337
7,661,160
2,195,372
110,272
9,966,804
7,322,160
1,975,686
184,224
9,482,070
14,215,240
12,818,966
(2,129,834)
24,904,372
16,887,477
12,818,966
(2,240,106)
27,466,337
8.3
27,466,337
(12,528,769)
14,937,568
9,966,804
24,904,372
8.2
2012
RUPEES
Opening balance
Paid during the year
27
2013
2013
2012
14,215,240
16,887,477
2011
RUPEES
16,464,046
2010
2009
15,922,901
21,435,692
8.4
Experience adjustments
Experience adjustments
2013
2012
NIL
(143,197)
2011
RUPEES
NIL
2010
2009
1,323,902
2013
8.5
Note
NIL
2012
RUPEES
13%
12%
5 years
2013
13%
12%
5 years
2012
RUPEES
DEFERRED TAXATION
Credit balance arising due to:
- accelerated tax depreciation
- revaluation - net of related depreciation
Debit balance arising due to
- finance lease transactions
- staff gratuity
- carried over losses
Deferred tax asset not recognized
10
136,673,845
247,300,334
10,963,923
(6,619,449)
(374,650,059)
(44,238,555)
246,478,044
202,239,489
11,968,151
(7,921,345)
(291,857,007)
96,163,978
151,136,356
247,300,334
202,341,816
121,109,990
2,593,406
92,425
3,138,662
15,536,001
254,206
345,066,506
266,758,128
82,099,053
-1,079,927
-14,343,309
254,206
364,534,623
10.1
11
123,827,541
202,239,489
10.1
This includes amount of Rs.94.382 (2012: Rs.104.264) million being amount payable to the banks in
respect of outstanding letter of credits.
11.1
11.2
183,818,932
536,805,757
102,788
720,727,477
189,155,632
285,772,029
-474,927,661
28
12
11.1
The facilities for running finance under mark up arrangement obtained from various commercial banks
against available limits of Rs. 215 million at markup rate ranging from 2% to 3% per annum over three
months KIBOR payable quarterly in arrears. The facilities are secured by way of hypothecation of
stock in trade, book debts and other current assets of the company and personal guarantees of directors.
These facilities have expired and not been renewed by the banks.
11.2
The facilities for short term loans under mark up arrangement obtained from various commercial banks
against available limits of Rs. 1.017 million at markup rate ranging from 0% to 3.25% per annum over
one / three months KIBOR payable quarterly in arrears. The facilities are secured by way of
hypothecation of stock in trade, book debts, property, plant and equipments and other current assets and
effective pledge on raw material and finished goods of the company and personal guarantees of
directors. Finance facility having limit to the extent of Rs.100 million has expired and not been renewed
by bank.
11.3
Certain banks have filed recovery suits as more fully explained in note 13.2 to the financial statements.
13
13.2
12,025,130
12,025,130
In respect of liabilities towards banks / financial institutions disclosed in note 10.1, 11 and 12 to the
financial statements, certain banks / financial institutions have filed suits in Honorable High Court of
Sindh at Karachi for recovery of their liabilities through attachment and sale of Companys
hypothecated / mortgaged properties. The aggregate suits' amount is Rs. 412.669 Million, out of total
suits amount two of the banks having suits to the extent of Rs.359.439 million have also filed winding
up petition u/s 305 of the Companies Ordinance, 1984. Since the company is in dispute with banks /
financial institutions therefore the estimated financial effect of litigations is not being disclosed, as it
may have adverse affect on companys position in the suits.
The management has disputed the claims and is strongly contesting the cases. The management has
filed counter claims alleging that the banks claims are highly exaggerated as they have charged markup
on markup and other levies higher than the rate of markup agreed and other charges in violation of State
Bank of Pakistan rules and all other applicable laws of Pakistan. The management is hopeful that the
decision will be in favor of the company and the base less suits shall be rejected by the concerned courts.
Since all the cases are pending before Honorable Courts therefore the ultimate outcome cannot be
established at this stage.
13.3
As per terms of restructuring (refer to note 7.1) the markup outstanding up to the date of restructuring is
Rs.1.621 billion, which the company would be liable to pay in the event of default of terms of
agreement. The company expects no default in the payments.
13.4
Commitments
Commitments in respect of outstanding documentary credits amounting to Rs.320.625 (2012:
Rs.115.869) million.
29
Note
14
2013
2012
RUPEES
14.1
14.4
1,911,479,209
5,454,864
2,070,823,046
4,626,978
1,916,934,073
2,075,450,024
PARTICULARS
Owned assets:
Lease hold land
Factory building on lease hold land
Non - factory building
Labour quarters
Plant, machinery and equipments
Electric installation
Vehicles
Furniture and fixture
Office equipments
Closing
Balance
Written
Down
Value
Rate
%
-10
10
25
10
15
20
10
15
210,500,000
634,262,022
59,112,130
129,538,529
2,501,509,072
15,280,016
60,237,921
8,701,801
11,342,375
-5,499,296
--32,090,893
-2,028,225
190,900
210,720
210,500,000
639,761,318
59,112,130
129,538,529
2,533,599,965
15,280,016
62,266,146
8,892,701
11,553,095
-234,187,888
6,924,704
54,699,113
1,275,910,319
14,314,864
50,316,327
6,252,835
8,649,548
-40,053,240
5,218,743
18,709,854
123,145,046
144,773
2,100,705
251,014
581,018
-274,241,128
12,143,447
73,408,967
1,399,055,365
14,459,637
52,417,032
6,503,849
9,230,566
210,500,000
365,520,190
46,968,683
56,129,562
1,134,544,600
820,379
9,849,114
2,388,852
2,322,529
Sub total
Leased assets:
Plant and machinery
3,630,483,866
40,020,034
3,670,503,900
1,651,255,598
190,204,393
1,841,459,991
1,829,043,909
128,705,731
--
128,705,731
37,110,953
9,159,478
46,270,431
82,435,300
Sub total
128,705,731
--
128,705,731
37,110,953
9,159,478
46,270,431
82,435,300
3,799,209,631
1,688,366,551
199,363,871
1,887,730,422
1,911,479,209
3,759,189,597
40,020,034
10
778,000
435,378,500
10,518,884
50,627,510
1,867,794,368
15,280,016
56,189,621
8,701,801
11,342,375
Sub total
Leased assets:
Plant and machinery
2,456,611,075
36,966,613 1,100,857,013
164,754,896
--
Sub total
164,754,896
--
2,621,365,971
PARTICULARS
Owned assets:
Lease hold land
Factory building on lease hold land
Non - factory building
Labour quarters
Plant, machinery and equipments
Electric installation
Vehicles
Furniture and fixture
Office equipments
Opening
Balance
36,049,165
3,630,483,866
1,500,201,842
19,325,390
--
(36,049,165)
128,705,731
44,400,948
(19,325,390)
12,035,395
37,110,953
91,594,778
--
(36,049,165)
128,705,731
44,400,948
(19,325,390)
12,035,395
37,110,953
91,594,778
3,759,189,597
1,544,602,790
36,966,613 1,100,857,013
--
--
14.2 Depreciation charge for the year has been allocated as follows:
Cost of sales
Administrative and general expenses
197,897,502
1,466,369
199,363,871
142,234,505
1,529,256
143,763,761
14.3 Had there been no revaluation the carrying amounts of revalued assets would have been as follows:
Lease hold land
Factory building on lease hold land
Non - factory building
Labour quarters
Plant, machinery and equipments
778,000
192,491,526
21,826,616
1,878,236
626,080,457
843,054,835
778,000
207,820,063
24,251,796
2,504,315
643,914,819
879,268,993
30
Note
2013
2012
RUPEES
Opening balance
Additions during the year
Transfer during the year
Closing balance
14.5
4,626,978
6,327,182
10,954,160
(5,499,296)
5,454,864
23,186,880
4,626,978
27,813,858
(23,186,880)
4,626,978
15
-5,454,864
5,454,864
4,626,978
-4,626,978
210,000,000
210,000,000
INVESTMENTS
In related party (associated company):
Shares in Dewan Salman Fibre Limited (Public, quoted company)
104,288,773 (2012: 104,288,773) Fully paid
ordinary shares of Rs. 10/- each. (28.47% holding)
Unrealized gain / (loss) due to change in fair value of
investment / accumulated impairment
31,949,958
(38,966,409)
241,949,958
(241,949,958)
171,033,591
--
22
2.52
47,852,685
37,675,276
8,486,348
39,123,040
7,010,712
46,161,624
46,133,752
969,644,225
39,124,783
272,150,962
334,254,635
1,615,174,605
1,028,482,817
39,164,550
300,295,639
-1,367,943,006
STOCK IN TRADE
Raw materials
Work in process
Finished goods
Stock in transit
31
53,921,685
18
1.64
17
171,033,591
18.1
18.2
18.1
Raw materials stocks valuing Rs.68.122 million (2012: Rs.250.475 million) were pledged with the
banks against the finance facilities obtained by the Company.
18.2
Finished goods stocks valuing Rs.120.271 million were pledged with the banks against the finance
facilities obtained by the Company.
Note
19
3,475,366
10,179,169
5,897,422
6,062,342
5,117,018
30,731,317
6,846,351
33,385,901
40,232,252
9,427,374
18,535,737
27,963,111
326,745
40,080,488
40,407,233
297,498
31,437,436
31,734,934
22
5,367,656
9,120,953
12,170,759
6,062,342
10,127,113
42,848,823
21
2012
RUPEES
20
2013
241,949,958
--
The above investment has been classified as held for sale upon management's intention to sell the same within
next accounting cycle in the manner to be deemed appropriate, equitable, fit and beneficial to the interests of the
company. The approval of shareholders is being obtained in upcoming annual general meeting of the company.
As required by IFRS 5 Non-current Assets Held for Sale and Discontinued Operations the investment has
been carried at lower of carrying amount and fair value less cost to sell. The fair value of investments as of
reporting date based on quoted prices was Rs.262.808 million which further enhanced to Rs.270.108 million on
the date the financial statements were authorized for issue.
23
SALES - Net
Gross sales :
Yarn:
Export
Local
Conversion charges
Waste - Local
Less :
Sales tax
Sales return
1,857,905,209
1,725,564,110
325,718,900
50,511,055
3,959,699,274
15,468,838
16,050,404
(31,519,242)
3,928,180,032
559,515,023
2,419,966,478
121,066,650
56,972,256
3,157,520,407
---3,157,520,407
32
Note
24
Raw material
Opening stock
Purchases - Net
Closing stock
Raw material consumed
14.2
960,814,284
2,445,279,709
3,406,093,993
(969,644,225)
2,432,207,788
(1,028,482,817)
2,377,611,176
64,715,771
75,243,203
361,415,032
394,219,323
4,265,263
8,541,373
6,557,352
3,334,637
197,897,502
1,116,189,456
53,318,569
56,089,855
290,487,333
323,432,402
3,448,341
7,170,040
3,665,014
3,322,280
142,234,505
883,168,339
3,548,397,244
3,260,779,515
39,164,550
(39,124,783)
39,767
45,673,045
(39,164,550)
6,508,495
3,267,288,010
300,295,639
26,041,113
326,336,752
268,181,565
19,600,301
287,781,866
(272,150,962)
3,602,622,801
(300,295,639)
3,254,774,237
24.1
Salaries, wages and other benefits includes amount of Rs.13.769 million (2012: Rs.12.474 million) in
respect of staff retirement benefits.
33
24.1
1,028,482,817
2,373,369,196
3,401,852,013
3,548,437,011
25
2012
RUPEES
COSTS OF SALES
Manufacturing overheads
Packing material consumed
Stores and spares consumed
Salaries, wages and others benefits
Fuel and power
Rent, rates and taxes
Insurance
Vehicle running and maintenance
Repair and maintenance
Depreciation
2013
3,526,166
20,331,649
41,263,602
13,345,820
18,329,537
26,422,016
64,600
139,706
123,423,096
639,416
12,365,018
16,632,711
5,398,613
4,304,472
6,920,400
103,310
643,519
47,007,459
Note
2013
2012
RUPEES
26
26.1
26.1
26.2
14.2
14,612,748
2,241,086
4,625,879
2,966,423
835,000
2,686,120
1,017,948
2,069,710
3,671,839
2,906,729
220,881
1,466,369
427,465
39,748,197
11,456,315
1,253,296
4,249,639
1,710,982
775,000
1,800,460
1,225,683
1,492,947
1,210,775
7,335,876
140,871
1,529,256
190,216
34,371,316
Salaries, allowances and others benefit includes amount of Rs.1.520 million (2012: Rs. 0.574 million)
in respect of staff retirement benefits.
27
500,000
250,000
25,000
775,000
74,820,763
24,621,794
-10,257,273
109,699,830
95,298,369
27,190,432
15,423,414
5,964,463
143,876,678
FINANCE COST
Mark up on long term financing
Mark up on short term borrowings
Restructuring fee
Bank charges
27.1
28
550,000
250,000
35,000
835,000
Company has not made the provision of markup for the year amounting to Rs.44.868 million (upto June
30, 2012: Rs.165.178 million) in respect of borrowings of certain banks who have not yet accepted the
restructuring proposal. The Management of the company is quite hopeful that these banks will also
accept restructuring proposal in near future. Had the provision been made the profit for the year would
have been lower by Rs. 44.868 millions and accrued markup would have been higher and shareholders'
equity would have been lower by Rs.210.046 million. The said non provisioning is departure from the
requirements of IAS-23 'Borrowing Costs".
OTHER CHARGES
Donations
28.1
3,979,000
3,200,000
34
28.1
Donation include a sum Rs.3.000 million (2012: Rs.3.200 million) paid to M/s Dewan Farooque Trust
(Related party) where following directors / spouses hold following positions:
-
2013
2012
RUPEES
29
OTHER INCOME
Net exchange gain
30
14,066,130
8,184,015
TAXATION
30.1
Current
The Income tax assessment of the Company deemed to have been finalized upto and including tax year
2012. In respect of tax year 2010 company has filed an appeal against order U/s 122(1) against the
demand created amounting to Rs.9.817 million, the decision of which is pending.
Relationship between income tax expense and accounting profit
Accounting profit / (loss) as per profit and loss account
58,441,884
Applicable tax rate
Tax on accounting profit
Tax effect of accelerated tax depreciation
Tax effect of export sales subject to tax separately U/s 169
Tax effect on expenses that are not deductible in
determining taxable income charged to profit and loss A/c
Effect on loss carried forward
Tax payable under normal rules
Minimum tax payable under income tax ordinance 2001
31
(317,525,268)
35%
35%
20,454,659
21,315,852
(120,242,015)
(111,133,844)
17,715,657
36,001,104
251,721
78,219,783
--
408,812
57,008,270
--
29,506,774
31,351,397
62,744,676
(337,099,147)
NUMBER OF SHARES
Weighted average number of shares
13,504,609
13,504,609
RUPEES
Earnings / (loss) per share - Basic and diluted
35
4.65
(24.96)
32
-------
360,000
145,000
35,000
-540,000
1
Executives
13,472,981
6,062,841
1,347,298
3,655
20,886,775
11
2012
Total
Chief
Directors
Executive
13,832,981
6,207,841
1,382,298
3,655
21,426,775
12
-------
360,000
145,000
35,000
-540,000
1
Executives
Total
8,778,000
3,950,100
877,800
1,500
13,607,400
5
9,138,000
4,095,100
912,800
1,500
14,147,400
6
In addition to above the certain executives of the company are provided with free use of vehicles.
33
34
PARTICULARS
35
19,057,026
16,954,602
19,397,749
65,544
56,844
1,050
Credit risk
Credit risk represents the accounting loss that would be recognized at the reporting date if counter
parties failed completely to perform as contracted. The company's credit risk is primary attributable to
its receivables and balances with banks.
The carrying amounts of financial assets represent the maximum credit exposure. The maximum
exposure to credit risk at the reporting date is:
ANNUAL REPORT 2013
36
2013
2012
RUPEES
Trade debts
Investments
Deposits
Advances and other receivables
Bank balances
1,579,944,210
241,949,958
94,153,937
42,848,823
40,080,488
1,574,630,006
171,033,591
75,815,796
30,731,317
31,437,436
1,998,977,416
1,883,648,146
The company manages credit risk of receivables through the monitoring of credit exposures and
continuous assessment of credit worthiness of its customers. The company believes that it is not
exposed to any major concentration of credit risk as its customers are credit worthy and when there is
doubt about the customer's credit worthiness the sales are made through letter of credit and dealing
banks posses good credit ratings.
The aging of trade debts at the reporting dates was:
Not past due
Past due 0-30 days
Past due 30-150 days
Past due 150 days
505,582,147
284,389,958
766,272,942
23,699,163
1,579,944,210
472,389,002
314,926,001
755,822,403
31,492,600
1,574,630,006
Based on past experience the management believes that no impairment allowance is necessary in
respect of trade debts past due as over 43 % of trade debts have been recovered subsequent to the
balance sheet date and for rest of the trade debts management believes that the same will be recovered in
short course of time. The credit quality of the company's receivable can be assessed with their past
performance of no default. The investment is being carried at fair value using the quoted market price of
investment, based on which the fair value is higher than the cost of investments. The credit quality of the
company's banks can be assessed by their external credit ratings:
Name of Bank
35.2
Rating
Agency
Short term
Rating
Long term
JCR-VIS
JCR-VIS
PACRA
PACRA
JCR-VIS
PACRA
PACRA
A-1+
A-1+
A1+
A1+
A1+
A1+
A1
AA+
AA+
AAA
AA+
AA
AA
A
Liquidity risk
Liquidity risk reflects an enterprise's 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 following are the contractual maturities of the
financial liabilities, including estimated markups:
37
2013
Financial Liabilities
Long term financing - Secured
Liabilities against assets subject to finance lease
Trade and other payables
Markup accrued
Short term borrowings - Secured
Carrying
Amount
Six Months
or Less
RUPEES
3,691,046,947 4,661,054,211
41,185,703
44,596,962
345,066,506
345,066,506
23,772,596
23,772,596
720,727,477
757,905,661
266,583,571
44,596,962
345,066,506
23,772,596
757,905,661
318,385,563
-----
4,076,085,078
-----
4,821,799,229 5,832,395,937
1,437,925,296
318,385,563
4,076,085,078
Carrying
Amount
2012
Financial Liabilities
Long term financing - Secured
Liabilities against assets subject to finance lease
Trade and other payables
Markup accrued
Short term borrowings - Secured
Contractual
Cash Flow
Contractual
Cash Flow
Six Months
or Less
RUPEES
3,767,994,219 4,823,827,252
77,777,906
41,185,703
82,618,876
82,618,876
364,534,623
364,534,623
364,534,623
44,616,553
44,616,553
44,616,553
474,927,661
550,916,087 550,916,086.76
76,866,515
-----
4,669,182,832
-----
4,693,258,759 5,866,513,391
76,866,515
4,669,182,832
1,120,464,044
All the financial liabilities of the company are non derivative financial liabilities. The contractual cash
flows relating to the above financial liabilities have been determined on the basis of markup rates effect
as at June 30.
35.3
Market Risk
Market risk is a risk that changes in market prices, such as foreign exchange rates, interest rates and
equity prices will affect the Company's income or the value of financial instruments. The company is
exposed to currency risk and interest rate risk only.
35.3.1 Currency risk
Foreign currency risk arises mainly where receivables and payables exists due to transactions in
foreign currencies. The financial instruments of the company exposed mainly includes foreign
receivables, however as of reporting date there were no outstanding liabilities in foreign
currencies.
35.3.2 Interest rate risk
Interest rate risk is the risk that the value of financial instrument will fluctuate due to changes in
market interest rates. The company's exposure to the risk of changes in interest rates relates
primarily to the following:
2013
Fixed rate instruments at carrying amounts:
Financial liabilities
Long term financing
2012
RUPEES
3,691,046,947
3,767,994,219
41,185,703
720,727,477
41,185,703
474,927,661
761,913,180
516,113,364
38
2,641,823
2,917,428
The effective interest / mark up rates for the monetary financial assets and liabilities are mentioned in
respective notes to the financial statements.
35.4
35.5
36
CORRESPONDING FIGURES
The corresponding figures have been rearranged and reclassified for the purpose of comparison and better
presentation, Significant reclassifications are as follows:
37
a)
Deposits amounting to Rs. 40.053 million have been reclassified from short term to long term deposits.
b)
Commission on sales amounting to Rs.28.998 million previously net off from sales have been
reclassified under distribution cost.
38
GENERAL
These financial statements are presented in rupees and figures have been rounded off to the nearest rupee.
39
Haroon Iqbal
Director
PATTERN OF SHAREHOLDING
THE CODE OF CORPORATE GOVERNANCE
AS ON 30TH JUNE 2013
Srl #
Categories of Shareholders
Number of
Shareholders
Number of Shares
held
1,306,887
5,924,597
11,040
% of
Shareholding
1.
2.
3.
4.
5.
Associated Companies
NIT and ICP
Directors, CEO, their Spouses & Minor Children
Executives
Public Sector Companies & Corporations
6.
7.
Individuals
248
6,262,085
46.37%
262
13,504,609
100.00%
TOTAL
9
4
Srl #
1.
Associated Companies
1.1
2.
3.
9.68%
0.00%
43.87%
0.00%
0.08%
0.00%
% of
Shareholding
1,306,887
9.68%
0.00%
3,110,518
3.2
834,380
23.03%
6.18%
3.3
1,669,053
12.36%
3.4
500
0.00%
3.5
500
0.00%
3.6
500
0.00%
3.7
Mr. Aziz-ul-Haque
1,000
0.01%
5,616,451
41.59%
1.92%
259,040
3.9
49,106
0.36%
308,146
2.28%
Names
Number of
Shareholders
Number of Shares
held
% of
Shareholding
3,110,518
23.03%
1,669,053
12.36%
1,536,840
11.38%
1,306,887
9.68%
990,968
7.34%
960,174
7.11%
845,334
6.26%
834,465
6.18%
834,380
6.18%
DETAILS OF TRADING IN THE SHARES OF THE COMPANY BY DIRECTORS, CEO, CFO, COMPANY
SECRETARY, THEIR SPOUSES AND MINOR CHILDREN
During the year under review, none of the CEO, CFO, Directors, Company Secretary, their spouses and minor children have
traded in the shares of the Company.
42
FORM 34
PATTERN OF SHAREHOLDING
1.
Incorporation Number
2.
3.
4.
Number of
Shareholders
132
45
19
34
7
4
3
1
1
1
1
1
2
2
1
2
1
1
1
1
1
1
262
0003113
DEWAN TEXTILE MILLS LIMITED
3 0
Shareholdings
1
101
501
1,001
5,001
10,001
15,001
25,001
35,001
50,001
65,001
70,001
80,001
260,001
405,001
525,001
835,001
850,001
965,001
1,310,001
1,540,001
1,670,001
5.1
5.3
5.4
5.5
5.6
5.7
5.8
Insurance Companies
Modarabas and Mutual Funds
Shareholders holding 5%
General Public
a. Local
b. Foreign
5.9
43
Shares
Shares
Shares
Shares
Shares
Shares
Shares
Shares
Shares
Shares
Shares
Shares
Shares
Shares
Shares
Shares
Shares
Shares
Shares
Shares
Shares
Shares
2,119
13,384
13,873
73,803
57,980
47,024
65,506
32,816
49,106
62,503
67,621
78,503
518,080
802,293
522,347
1,668,845
845,334
960,174
1,306,887
1,536,840
1,669,053
3,110,518
13,504,609
TOTAL
Categories of Shareholders
2 0 1 3
Total Shares held
100
500
1,000
5,000
10,000
15,000
25,000
35,000
50,000
65,000
70,000
80,000
260,000
405,000
525,000
835,000
850,000
965,000
1,310,000
1,540,000
1,670,000
3,115,000
5.
5.2
0 6
Shares held
Percentage
5,924,597
43.87%
1,306,887
9.68%
0.00%
0.00%
12,088,619
6,261,085
0.00%
0.00%
89.51%
0.00%
46.36%
1,000
0.01%
11,040
0.08%
FORM OF PROXY
This form of Proxy duly completed must be deposited at our Shares Registrar
Transfer Agent BMF Consultants Pakistan (Private) Ltd. Anum Estate Building,
Room No. 310 & 311, 3rd Floor, 49, Darul Aman Society, Main Shahrah-e-Faisal,
Adjacent Baloch Colony Bridge, Karachi-75350, Pakistan. Not later than 48 hours before
the time of holding the meeting A Proxy should also be a member of the Company.
I/we
of
on my/our behalf at the 44th Annual General Meeting of the Company to be held on Wednesday, October
30, 2013, at 10:00 a.m. And any adjournment thereof.
Signed this
day of
2013.
Affix
Revenue
Stamp
Rs. 5/-
Signature
Witness:
Witness:
SIGNATURE
SIGNATURE
Name :
Name :
Address :
Address :