Kohat Textile Mills Limited 53Rd Annual Report 2019
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Kohat Textile Mills Limited Saif Group N J U E B I D L L E E O CELEBRATION G 0335-5557717 53rd Annual Report 2019 DESIGN MEDIA INC. Scan QR code to access financial reports online Kohat Textile Mills Limited 3rd Floor, City Centre, Plot#40, Main Bank Road, Saddar Cantt., Rawalpindi by: and Produced Designed Saif Group Tel: +92-51-5700824-8, Fax: +92-51-5700829 www.kohattextile.com Credit Rating Certified KOHAT TEXTILE MILLS LIMITED Stable outlook 2 Kohat Textile Mills Limited Financial Highlights Rs. 2,966 Net Sales KOHAT TEXTILE MILLS LIMITED Million Revenue Rs. 310 Gross Million Profit Rs. 202 Operating Million Profit Stable outlook Rs. 86 Profit Million before tax Earnings Rs. 3.22 per Share Annual Report 2019 3 Geographical Spread offices 3rd Floor, City Centre, Main Mills / Factory Head Bank Road, Saddar Cantt, Office Rawalpindi Saifabad, Mills / Kohat Factory Peshawar APTMA House, Tahkal Registered Payan, Jamrud Road, Office Peshawar Kohat Islamabad Lahore Faisalabad P-12, Montgomery Bazar Karachi Marketing & near Nishat Bakery, Yarn Sale Office Market, Faisalabad Room # 03, 5th Floor KDLB Building 58-West Wharf Road Marketing & Karachi Sale Office CONTENTS 02 COMPANY INFORMATION 03 VISION AND MISSION STATEMENT rd 04 NOTICE OF 53 ANNUAL GENERAL INDEPENDENT MEETING 27 AUDITORS’ REPORT TO THE MEMBERS 07 CHAIRMAN’S REVIEW REPORT STATEMENT OF FINANCIAL 34 POSITION DIRECTORS’ REPORT TO THE 09 MEMBERS STATEMENT OF PROFIT OR LOSS & 36 OTHER COMPREHENSIVE INCOME 21 PATTERN OF SHAREHOLDINGS STATEMENT OF COMPLIANCE WITH 37 STATEMENT OF CASH FLOW THE LISTED COMPANIES (CODE 24 OF CORPORATE GOVERNANCE), STATEMENT OF CHANGES IN REGULATIONS, 2017 38 EQUITY INDEPENDENT AUDITORS’ REVIEW NOTICE TO THE FINANCIAL REPORT TO THE MEMBERS ON 39 STATEMENTS 26 STATEMENT OF COMPLIANCE CONTAINED LISTED COMPANIES (CCG), REGULATIONS, 2017 79 PROXY FORM Annual Report 2019 1 COMPANY INFORMATION BOARD OF DIRECTORS BANKERS Osman Saifullah Khan (Chairman) Askari Bank Limited Assad Saifullah Khan (Chief Executive Officer) Dubai Islamic Bank Hoor Yousafzai First Habib Modaraba Jehangir Saifullah Khan Meezan Bank Limited Abdul Rehman Qureshi National Bank of Pakistan Rana Muhammad Shafi Soneri Bank Limited Zaheen Ud Din Qureshi The Bank of Punjab The Bank of Khyber AUDIT COMMITTEE United Bank Limited Abdul Rehman Qureshi (Chairman) Hoor Yousafzai HEAD OFFICE Jehangir Saifullah Khan 3rd Floor, City Center, Plot No. 40, Main Bank Road, Saddar Cantt, HR & REMUNERATION COMMITTEE Rawalpindi Abdul Rehman Qureshi (Chairman) Phone : (051) 5700824-8 Assad Saifullah Khan Fax : (051) 5700829 Hoor Yousafzai email : [email protected] CHIEF FINANCIAL OFFICER REGISTERED OFFICE Nouman Ahmad APTMA House, Tehkal Payan, Jamrud Road, Peshawar COMPANY SECRETARY Phone : (091) 5843870, 5702941 Sajjad Hussain Fax : (091) 5840273 email : [email protected] HEAD OF INTERNAL AUDIT Meesam Habib Butt SHARE REGISTRAR Hameed Majeed Associates (Pvt.) Ltd., AUDITORS HM House, 7-Bank Square, Lahore Shinewing Hameed Chaudhri & Co., Phone : (042)-37235081 Chartered Accountants (042)-37325082 Fax : (042)-37358817 LEGAL ADVISORS email : [email protected] Salahuddin Saif & Aslam (Attorneys at Law) MILLS Saifabad, Kohat Phone : (0922) 862309, 862065, 862091 Fax : (0922) 862057-58 email : [email protected] WEB SITE www.kohattextile.com 2 Kohat Textile Mills Limited Vision To attain market leadership through unmatched quality, a diverse and unique product mix, empowered employees, world class systems, and the highest ethical and professional standards. Mission • Give our shareholders a competitive return on their investment through market leadership, sustainable business growth and sound financial management. • Earn and sustain the trust of our stakeholders through efficient resource management. • Provide the highest quality products and services consistent with customer needs and continue to earn the respect, confidence and goodwill of our customers and suppliers. • Foster a culture of trust and openness in order to make professional life at the Kohat Textile Mills Limited a stimulating and challenging experience for all our people • Strive for the continuous development of Pakistan while adding value to the textile sector. Annual Report 2019 3 NOTICE OF 53rd ANNUAL GENERAL MEETING NOTICE is hereby given that the 53rd Annual 96. The remuneration of a Director for General Meeting of Kohat Textile Mills Limited attending meetings of the Board or the will Insha’Allah be held on Saturday October 26, Committees of the Directors shall be 2019 at 10:00 am at its registered office, APTMA such amount as may be determined and House Tehkal Payan, Jamrud Road, Peshawar, approved by the Board of Directors from to transact the following business: time to time. • ORDINARY BUSINESS:- FURTHER RESOLVED THAT Company Secretary of the Company be and is 1. To confirm minutes of the Annual hereby authorized to do or cause to do General Meeting of the Company held all such necessary actions, deeds and on October 26, 2018. things as may be required, deemed 2. To receive, consider and adopt the necessary or incidental to give effect to annual audited financial statements the above resolution.” of the Company together with the 6. To consider and approve the Directors’ and Auditors’ Reports thereon following resolution(s), with or without for the year ended June 30, 2019. modification, as special resolution for 3. To approve cash dividend 10% i.e. Re. 1 sharing of common expenses, sale and - per share for the year ended June 30, purchase of goods with associated 2019 as recommended by the Board of companies including M/s. Saif Textile Directors. Mills Limited. 4. To appoint auditors for the next term “RESOLVED THAT the company be and and to fix their remuneration. The is hereby authorized to share common Board on the recommendation of the expenses with its associated companies Audit Committee has proposed the including M/s. Saif Textile Mills Limited. appointment of M/s Shinewing Hameed The common expenses may include but Chaudhri & Co, Chartered Accountants not limited to office rents, administrative as external auditors. The retiring salaries, utilities expenses, repair and auditors being eligible, have offered maintenance and other miscellaneous themselves for re-appointment. expenses etc. (collectively the “Administrative Expenses”), in respect of • SPECIAL BUSINESS:- its joint offices. 5. To consider and approve the RESOLVED FURTHER THAT Chief following resolution(s), with or without Executive & Secretary of company be modification, as special resolution to and are hereby authorized to take all legal amend the Articles of Association of and other corporate formalities with the Company, as recommended by the regard to these matters on behalf of the Board of Directors, in order to increase company and to do all such acts, deeds the remuneration of a director for and things as may be deemed necessary attending meetings of the board or the and beneficial for the Company. committee of the board. FURTHER RESOLVED THAT the Related “RESOLVED THAT subject to obtaining Party Transactions of sale and purchase the requisite approvals, Article no. 96 of goods to / from associated companies of the Articles of Association of the as disclosed in notes to the audited Company be and is hereby substituted financial statements be and are hereby as follows; ratified, approved and confirmed. 4 Kohat Textile Mills Limited NOTICE OF 53rd ANNUAL GENERAL MEETING RESOLVED FURTHER THAT the Chief mentioned special business, as required Executive of the company be and under Section 134(3) of the Companies is hereby authorized to approve the Act, 2017. Related Party Transactions regarding sale and purchase of goods to / from associated companies as disclosed in By Order of the Board notes to the financial statements. 7. To transact any other business with the permission of the Chair. Attached to this Notice is a Statement Place: Peshawar, Sajjad Hussain Dated: October 4, 2019 Company Secretary of Material Facts covering the above- NOTES: been uploaded on the Company’s website www.kohattextile.com. Those Members who 1. The Shares Transfer Books of the Company opt to receive the hard copies of the annual will remain closed from October 20, 2019 audited financial statements instead of to October 26, 2019 (both days inclusive) sending the same through CD/DVD/USB at transfers received in order at the office their registered addresses may apply to the of the Company’s Shares Registrar. M/s Company Secretary at his postal address i.e. Hameed Majeed Associates (Pvt) Limited, APTMA House Tehkal Payan, Jamrud Road, HM House, 7-Bank Square, Lahore by the Peshawar or email address c.a@saifgroup. close of business on dated October 19, com. 2019 will be treated in time. 5. Members are requested to submit 2. A member entitled to attend and vote at an attested photocopy of their valid the meeting, may appoint another person/ Computerized National Identity Cards member as a proxy to attend, speak and (CNICs) as per SECP’s direction, if not vote on behalf of him/her. Forms duly provided earlier. stamped with Rs.50/- revenue stamp, signed and witnessed by two persons, in 6. Change in Address: Members are order to be valid must be received at the requested to promptly notify any change in Registered Office of the Company not later their address. than 48 hours before the time of holding the 7. Pursuant to Section 132(2) of the Companies meeting. Act, 2017 if the Company receives consent 3. Any individual beneficial owners of CDC, from members holding in aggregate entitled to attend and vote at the meeting 10% or more shareholding residing in a must bring his/her CNIC or passport to prove geographical location to participate in the his/her identity and the proxy shall produce meeting through video conference at least his/ her original CNIC or passport. In case of 7 days prior to the date of Annual General corporate members, the Boards’ resolution Meeting, the Company will arrange video or power of attorney with specimen conference facility in that city subject to signatures of the nominee shall require to availability of such facility in that city.