Accm 2003 PDF
Accm 2003 PDF
Accm 2003 PDF
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CONTENTS
COMPANY INFORMATION
VISION & MISSION STATEMENT
STATEMENT OF ETHICS & BUSINESS PRACTICES
NOTICE OF ANNUAL GENERAL MEETING
DIRECTOR'S REPORT TO MEMBERS
STATEMENT OF COMPLIANCE
REVIEW REPORT TO THE MEMBERS
PATTERN OF SHAREHOLDING
PATTERN OF SHAREHOLDING ADDITIONAL
KEY OPERATING & FINANCIAL DATA
AUDITOR'S REPORT TO THE MEMBERS
BALANCE SHEET
PROFIT & LOSS ACCOUNT
CASH FLOW STATEMENT
STATEMENT OF CHANGES IN EQUITY
NOTES TO THE ACCOUNTS
COMPANY INFORMATION
Vision
Mission
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challenging team oriented atmosphere which encourages and rewards excellence.
We believe that a complete code of ethics is essential for the maintenance of integrity and
professionalism in the day-to-day functioning of Accord Textiles Limited. We always place the
company's interest first through resource management namely human, financial and other infra
structural facilities and to ensure reasonable return to all the shareholders. Conduct business as
a responsible and law abiding corporate member of society to achieve its legitimate commercial
objective and supports unconditionally the Compliance with best Practices of Corporate
Governance for the betterment of corporate culture, We develop and observe cost effective
practices in our activities and strive for excellence and quality, We encourage initiative and self-
realization in employees through meaningful empowerment.
Notice is hereby given that the 15th Annual General Meeting of the shareholders of ACCORD TEXTILES
LIMITED, will be held at its Head Office at 8, Serpao Bridge Colony, Lahore Cantt. on Wednesday, December 31,
2003 at 11:00 a.m. to transact the following business:
1- To confirm the minutes of the preceding meeting of the shareholders of the company.
2- To receive, consider and adopt the audited accounts of the Company for the year ended 30th September,
2003, together with Directors and Auditor's reports thereon.
3- To appoint the Auditors for the year 2004 and to fix their remuneration. The retiring auditors, M/s M.
Hussain Chaudhury & Co., Chartered Accountants, being eligible offer themselves for re-appoimtment.
Notes:
1- The share transfer books of the Company shall remain closed from 30-12-2003 to 06-01-2004 (both days
inclusive)
2- A member entitled to attend and vote at the above meeting may appoint another member as proxy.
Proxies, in order to be effective, must be received at the Head Office of the Company not later than 48
hours before the time of meeting and must be duly stamped, signed and witnessed.
The Directors welcome you to the 15th Annual General Meeting of the Company and are pleased to place bel
you the Audited Accounts and Annual Report for the year ended September 30,2003.
Financial Results
The financial results of the Company for the year under review are as under:
2003 2003
The Company has incurred a net loss of Rs.53.375 (Million) after charging depreciation of Rs. 17.131 (Million) and
financial charges of Rs. 11.836 (Million). The results for the financial year under review are not satisfactory. Prices
of cotton showed a constant upward trend in the financial year, specially in the last quarter of the year. On the other
hand, the increase in yarn prices was not proportionate with cotton prices causing huge loss. Other reasons of the
loss were the overall recessionary trend in the local and international market and lack of working capital. Your
Company managed to increase production of yarn during the year under review converted in to 20/s count was
4.009 (Million) kgs as compared to 3.756 (Million) kgs during the preceding year. The management is
continuously trying hard to obtain better results. However, the financial results could not reflect the kind of efforts
and performance of the management on account of general recession and poor economic conditions prevailing in
the country.
Divide nd
In view of net loss for the year under review, the Directors have not recommended any dividend.
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Earning per share
Earning per share for the year under review is Rs. (4.62)
Gratuity
The Company operates an unfounded gratuity scheme for all of its permanent employees.
The financial statements, present fairly the state of affairs, result of operations, cash flows and changes in equity.
Books of Account:
Accounting Policies
Appropriate accounting policies have been consistently applied in preparation of financial statements except for
the change in accounting policy as stated in note 2.4 and 23.3 to the account and accounting estimates are based
on reasonable and prudent judgment.
International Accounting Standard, as applicable in Pakistan, have been followed in preparation of financial
statement and any departure there from has been adequately disclosed.
Internal Controls:
The system of internal control is sound in design and has been effectively implemented and monitored.
Going Concern:
Based on gross loss, accumulated losses, adverse current ratio and over due installments of long term loans, the
auditors have expressed their reservation on the viability of the Company to continue as a going concern.
Although your company has been facing severe financial problems due to constant loss for the last many years.
Your company has managed to get working capital from H.B.L. for the current cotton season. In our opinion in the
presence of working capital facility the management dose not foresee any problem in the smooth operation of the
company.
Corporate Governance:
There has been no material departure from the best practices of corporate governance, as detailed in the listing
regulations of the Stock Exchanges.
Auditors
The auditors M/s M. Hussain Chaudhury & Co. Chartered Accountants retired and being eligible to offer
themselves for re-appointment. The Board of Directors as suggested by Audit Committee has recommended the
re-appointment of M/s M. Hussain Chaudhury & Co. Chartered Accountants, as the auditors of the Company for
the coming year.
Auditors Committee
The Board of Directors in compliance with the Code of Corporate Governance has established an audit
Pattern of Shareholding
A statement showing the pattern of shareholding by the shareholders on September 30,2003 is annexed.
A summary of key operating and financial data of the last six years is annexed.
During the year under review seven meetings were held and number of meetings attended by each Director is as
follows:
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Future Prospects
Textile Industry is currently suffering from cotton crises internationally and nationally in Particular. Cotton prices
have touched all time high rate of Rs.3500/- per Maund whereas the prices of yarn have not increased
accordingly. It has been become very difficult to predict better results for future.
Acknowledgment
The Directors place on record their appreciation for the devoted efforts and hard work done by workers, Staff Head
Officers of the Company during the year. We are also thankful to our suppliers, Shareholders, Banks and Financial
Institutions for their continued support and confidence in our company and assured them that we remain
committed to do our best utilization of their investment in our Company for growth in future.
This statement is being presented to comply with the code of corporate governance contained in
regulation No.37 of listing regulation of Karachi and Lahore Stock Exchange for purpose of
establishing framework of good corporate governance, whereby a listed company is managed in
compliance with best practices.
The company applies the principles contained in the Code in following manner:
1. The Board of Directors of the Company has always supported implementation of the
highest standards of Corporate Governance at all times.
2. The Directors have confirmed that none of them is serving as a Director in more than
ten listed Companies, including this Company.
3. The Company has prepared a mission statement, statement of ethics and business
practices and overall corporate strategy. The significant policies are in process of
finalization.
4. The Board is mindful of its responsibilities to the shareholders for the performance of
their as directors
5. The meetings of the Board were presided over by the Chairman and, in his absence, by
a 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.
6. 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 DPI or an NBFI or, being a
member of a Stock Exchange has been declared as a defaulter by that Stock Exchange.
7. The Board arranged orientation courses for its directors during the year apprised them
of their duties and responsibilities and briefed them regarding amendments in the
Companies Ordinance, 1984 and other corporate laws.
8. The director's report has been prepared in compliance with the requirements of the code
and fully describes the salient matters required to be disclosed.
10. The Board has the audit committee with its terms of reference. The audit committee
ensures the independence of the internal audit function and the independence and
objectivity of the external auditors. The audit committee meets regularly before Board
meetings and committee report is presented to the full meeting.
11. The Board of Directors has implemented an organizational structure for the company and
has appointed the Chief Executive, Chief Financial Officer, Head of Internal Audit and the
Company Secretary to manage the affairs of the company in accordance with the Code
of Corporate Governance.
12. The quarterly un-audited financial statements of the company are published and circulated
along with the Director's review.
13. All material information as described in clause (XXiii) of the Code of Corporate Governance
is disseminated to the Stock Exchange and Securities & Exchange Commission of Pakistan
in time.
14. The financial statements of the company were duly endorsed by the CEO and the CFO
before approval of the Board.
15. Significant issues and policies are always placed before the Board for their consideration
and approval.
16. The Directors, CEO and Executives do not hold any interest in the shares of the company
otherthan that disclosed in the pattern of shareholding.
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18. The Statutory auditors or the persons associated with them have not been appointed to
provide other services except in accordance with the listing regulation and the auditors have
confirmed that they have observed IFAC guidelines in this regard.
19. The Board has set-up effective internal audit function with suitable qualified and
experienced personnel, which are involved in the internal audit function on full time basis.
20. We confirm that all material principles contained in the code have been complied with except
few towards which responsible progress is being made by the Company to seek compliance
by the end of the next financial accounting year.
We have reviewed the Statement of Compliance with the best practices contained in the Code of Corporate
Governance prepared by the Board of Directors of ACCORD TEXTILES LIMITED, to comply with the Listi
Regulation No.37 (Chapter XI) and No.40 (Chapter XIII) of the Karachi Stock Exchange and Lahore Stock
Exchange respectively, where the Company is listed.
The responsibility for compliance with the Code of Corporate Governance is that of the Board of Directors <
the Company. Our responsibility is to review, to the extent where such compliance can be objectively verifii
whether the Statement of Compliance reflects the status of the Company's compliance with the provisions
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 ai
internal controls 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 whetf
the Board's statement on internal control covers all controls and the effectiveness of such internal controls.
Based on pur 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 bes
practices contained in the Code of Corporate Governance as applicable to the Company for the year ende
September 30, 2003.
PATTERN OF SHAREHOLDING
AS ON SEPTEMBER 30,2003
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ii) Mrs. Azra Ahmed (Director) 422,352 4.54
iii) Muhammad Tahir (Director) 500 0.01
iv) Mr. Rahim Azeem (Director) 500 0.01
v) Mrs. Tahira Javed (Director) 241,627 2.6
vi) Mrs. Farnaz Hadie (Director) 836,000 8.99
vii) Mr. Ebrahim Faye (Director) 223,552 2.4
2- Public Limited Companies
i) Highnoon Laboratories Ltd. 10,000 0.11
3- Financial Institutions
i) NBP Trustee Department 930,000 10
ii) Pakistan Kuwait Investment Company 200,000 2.15
iii) Crescent Investment Bank Limited 2,200 0.02
iv) Indus Bank Limited 46,100 0.5
v) Investment Corporation of Pakistan 67,400 0.72
vi) National Bank of Pakistan (NDFC) 500,000 5.38
4- Insurance Companies
i) State Life Insurance Corporation 300,000 3.23
ii) Adamjee Insurance Co. Ltd. 75,000 0.81
iii) Pakistan Guarantee Insurance Co. Lt 5,000 0.05
iv) Silver Star Insurance Co. Ltd. 500 0.005
5- Shareholders havin i
voting interest
i) Mr. Haider Ali 2,928,985 31.49
ii) Mrs. Aasiya Khurram 1,400,000 15.05
iii) N.B.P. Trustee Department 930,000 10
We have audited the annexed balance sheet of ACCORD TEXTILES LIMITED as at September 30, 2003 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:
(a) The Company has incurred gross loss of Rs. 35.866 million during the year and it has accumulated losses of Rs.
641.375 million as at balance sheet date. The current liabilities of the company exceed its current assets by Rs.
391.464 million and its total liabilities exceed its total assets by Rs. 460.014 million as of that date. The company has
defaulted on certain installments of its long terms loans / finances as specified in Note 4 and 5. The company is
further liable to deposit income tax deducted at source on various payments made as referred as explained in Note
8.2. These factors raise serious doubts about the Company operating as going concern and therefore it may be
unable to realise its assets and discharge its liabilities in the normal course of business. This concept shall only be
valid if the lenders support remains available and the management makes improvement in the market for the
Company's product in the foreseeable future. No adjustments if any has been made in the accounts to state the
assets and liabilities at their net realisable value.
(b) in our opinion, proper books of account have been kept by the company as required by the Companies Ordinance,
1984
(c) inouropinion:
(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 change in accounting policy
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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
September 30,2003 and of the loss, its cash flows and changes in equity for the year then ended; and
(e) in ouropinion no zakatwas deductible at source undertheZakat and UshrOrdinance, 1980 (XVIII of 1980).
The annexed notes from (1 to 30) form an integral part of these accounts.
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Depreciation 7,000 807,455
Bad debts 824,582 780,633
Provision for gratuity -7,880
Gain on sale of Vehicle 11,836,450 8,341,349
Financial charges
29,791,723 28,045,791
Operating Profit / (loss) before working capital changes -23,583,075 -6,440,814
Decrease / (increase) in current assets
Stores and spares 48,219 753,382
Stock in trade -1,287,448 17,965,450
Trade debts -1,715,036 -5,246,225
Advances, deposits, prepayments and other receivables 4,199,134 950,810
Decrease in current liabilities
Creditors, accrued and other liabilities 47,059,745 43,448,340
Cash generated from operations 48,304,614 57,871,757
Gratuity paid -404,658 -290,483
Income tax paid -1,836,490 -635,518
Financial charges paid -959,972 -4,725,797
Net cash from operating activities 21,520,419 45,860,145
Cash Flow from Investing Activities
Fixed capital expenditure -192,518 -211,123
Disposal of fixed asset 525,000 -
Capital work in progress -28,616 -100,000
Net cash from / (used in) investing activities 303,866 (3,11,123)
Cash Flow from Financing Activities
Long term loans / finances repaid -5,713,479 -36,400,027
Director's loan -2,356,785 2,513,674
Short term finances - -13,821,000
Net cash used in financing activities -8,070,264 -47,707,353
Net increase / (decrease) in cash and cash 13,754,021 -2,158,331
equivalents
Cash and cash equivalents at the beginning of year 382,472 2,540,803
Cash and cash equivalents at the end of year 14,136,493 382,472
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