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annual report 2016 A-4 Half report 2016 A-4 Half... · 2017. 1. 3. · Company Secretary Mr. Ali Nawaz Bhatti Registered Office Office No 17, 2nd Floor, Anique Arcade, I-8 Markaz,

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  • ANNUAL REPORT

    2016

  • Contents

    I

    II.

    III.

    IV.

    V.

    VI.

    VII.

    VIII.

    IX.

    X.

    XI.

    XII.

    XIII.

    XIV.

    XV.

    XVI.

    Vision and Mission Statement

    Company Information

    Our Values

    Notice of Annual General Meeting

    Director's Report to the Shareholders

    Financial Highlights

    Statement on Corporate Financial Reporting Frame Work

    Review Report to the members

    Statement of Compliance with Code of Corporate Governance

    Financial Statements DKL

    Auditor's Report to the Members

    Statement of Financial Position

    Statement of Profit and Loss

    Statement of Comprehensive Income

    Statement of Cash Flows

    Statement of Changes in Equity

    Notes to the Financial Statements

    01

    02

    04

    05

    06

    14

    18

    22

    24

    28

    31

    32

    33

    34

    35

    36

  • XVII.

    XVIII.

    XIX.

    XX.

    XXI.

    XXII.

    XXIII.

    XXIV.

    XXV.

    Consolidated Financial Statements

    Auditor's Report to the Members

    Statement of Financial Position

    Statement of Profit and Loss

    Statement of Comprehensive Income

    Statement of Cash Flows

    Statement of Changes in Equity

    Notes to the Financial Statements

    Pattern of Share Holding

    Proxy Form

    51

    53

    54

    55

    56

    57

    58

    76

    78

  • VISION STATEMENT

    We aspire to be known for the quality of our management and develop rela�onships with our stakeholders based on coopera�on and ethical values.

    MISSION STATEMENT

    We strive to achieve excellence by mee�ng expecta�ons of stakeholders through efficient, effec�ve and organized management keeping constant high quality standards.

    DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    1

  • Company Information

    Drekkar Kingsway Limited was registered on June 28, 1993 under Companies

    Ordinance 1984 as Private Limited Company and subsequently converted into Public

    Limited Company as on June 29, 1994. The shares of the Company are quoted on

    Pakistan Stock exchange. The primary business of company was manufacturing of all

    type of electrical appliances, cosme�cs, toiletries, leather goods, machinery,

    components and parts. In 1996 the company sold its plant and machinery. The

    Company is currently engaged in making equity investments in undervalued and

    special situa�ons.

    We are able to bring highest poten�al cogs who have demonstrated their skills to

    compete and sustain at local and interna�onal avenues, with those business

    visionaries, investors and experts that will enable opportuni�es and poten�al for all

    the stakeholders rather than provide a mere assessment.

    Board of Directors 1.

    2.

    3.

    4.

    5.

    6.

    7.

    Mr. Humayun Gauhar

    Mr. Rais Umair Habib Ahmed

    Mr. Muhammad Ubaid

    Mr. Adnan-Ullah Tauseef

    Mr. Kamal Pasha

    Mr. Taj Muhammad

    Mr. Mubasher Mehmood Abbasi

    Chairman and CEO

    Audit Committee 1.

    2.

    3.

    Mr. Kamal Pasha

    Mr. Adnan-Ullah Tauseef

    Mr. Rais Umair Habib Ahmed

    Chairman

    Member

    Member

    Chairman

    Member

    Member

    1. Mr. Ehmer Iqbal

    Human Resource 1.

    Remuneration 2.

    Committee 3.

    Mr. Rais Umair Habib Ahmed

    Mr. Adnan-Ullah Tauseef

    Mr. Taj Muhammad

    DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    2

  • Mr. Ali Nawaz BhattiCompany Secretary

    Registered Office Office No 17, 2nd Floor, Anique Arcade,I-8 Markaz, Islamabad Phone: +92 (51) 4862330-1 Fax: +92 (51) 4862330

    Share Registrar F. D. Registrar Services (SMC-Pvt) Limted. 1705, 17th Floor, Saima Trade Tower A, I.I Chundrigar Road Karachi. Phone: (+92-21) 35478192-93, 32271906 Fax : (+92-21) 32621233

    Auditors

    Legal Advisor

    M/s. Horwath Hussain Chaudhary & Co.

    Mr. Ch. Abdul Kahliq

    DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    3

  • DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    Our Values

    The Company's Policy is to conduct business with honesty and integrity and to be ethical

    in all its dealings showing respect for the interest of those with whom it has relationships.

    The Company complies with all laws and regulations. All employees are expected to

    familiarize themselves with laws and regulations governing their individual areas of

    responsibility, and not to transgress them. In case of any doubt the employees are

    expected to seek necessary advice. The Company believes in fair competition and

    supports appropriate competition laws.

    The Company does not support any political party nor contribute to the funds of groups

    whose activities promote party interests.

    The Company is committed to run its business in an environment that is sound and

    sustainable. As a good corporate entity, the Company recognizes its social

    responsibilities and will endeavor to contribute to community activities as a whole.

    The Company believes in and fully adheres to the principles of reliability and credibility

    in its financial reporting and in transparency of business transactions.

    The Company is an equal opportunity employer. Its employee recruitment and

    promotional policies are free of any gender bias and are merit and excellence oriented. It

    believes in providing its employees safe and healthy working conditions and in

    maintaining good channels of communications.

    The Company expects its employees to abide by certain personal ethics whereby

    Company information and assets are not used for any personal advantage or gain. Any

    conflict of interest should be avoided, where it exists it should be disclosed and guidance

    sought.

    1.

    2.

    3.

    4.

    5.

    6.

    7.

    The Board of Directors has constituted the 'Board Audit Committee' to ensure

    Compliance of above principles.

    4

  • DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    Notice of Annual General Meeting

    Notice is hereby given that the 23rd Annual General Meeting of Drekkar Kingsway

    Limited will be held on Friday, 28 October, 2016 at 10:00 am at Islamabad Club, to

    transact the following business: -

    To confirm the minutes of 23rd Annual General Meeting held on Friday 30, October

    2015.

    To receive, consider and adopt the Audited Accounts of the Company for the year

    ended June 30, 2016 together with Report of the Director’s and Auditor's thereon.

    To appoint Auditors for the year ending on 30th June 2017 and fix their

    remuneration. The retiring Auditors Horwath Hussain Chaudhry, Chartered

    Accountants, being eligible, have offered themselves for re-appointment.

    To consider any other business with the permission of the Chair.

    On behalf of the Board

    Ahmer IqbalChief Executive Office

    Islamabad October 03, 2016

    1.

    2.

    3.

    4.

    5

  • The financial statements prepared by the management of the Company present fairly its state of affairs, the result of its operations, cash flows and changes in equity.Proper books of accounts of the Company have been maintained.Appropriate accounting policies have been consistently applied in preparation of the financial statements and accounting estimates are based on reasonable and prudent judgment.

    Director Report

    DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    During the year under review, we directed all our efforts to improve the financial and operational

    condition of the company to create a fair value for our shareholders. During the year under review,

    equity base of the company has been increased from 12.69 million to 37.92 million. Company

    invested its available funds in equity investments, in paying long term liabilities and paying

    dividend to our worthy shareholders. To this effect, sizeable investments were made in oil, energy,

    cements, pharmaceutical and FMCG. The loss on investment amounting to Rs. 30.567 Million was

    mainly because of crunch in oil prices, and diminution in the value of Shezan International Limited

    during the year. Company has purchased 95.5% controlling shares of Invest Forum (Private)

    Limited against cash consideration of Rs. 17,190,000 @ 35.29 per share during the year. This has

    helped a lot in turning the Group's position better. Total loss for the period under review was

    reduced to Rs. 11.563 Million resulting loss per share to Rs. 1.35 as shown in the accompanying

    financial statements.

    The Board members are pleased to state that the management of the Company is committed to

    good corporate governance and complying with the best practices. In compliance with the Code of

    Corporate Governance, the Directors are pleased to state as follows:

    6

  • Ahmed,

    DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    7

  • DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    8.89(Restated)

    8

  • DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    of M/S

    9

  • DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    in Financial

    highlights.

    10

  • DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    three Two

    11

  • 16

    DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    12

  • DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    (Ehmer Iqbal)

    Chief Executive Officer

    13

  • DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    14

  • DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    15

  • DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    50,000,000

    40,000,000

    30,000,000

    20,000,000

    10,000,000

    (10,000,000)

    (20,000,000)

    (30,000,000)

    (40,000,000)

    Net Equity

    Net Equity

    CURRENT LIABILITIES

    16,000,000

    14,000,000

    12,000,000

    10,000,000

    8,000,000

    6,000,000

    4,000,000

    2,000,000

    -

    Year

    2010

    Year

    2011

    Year

    2012

    Year

    2013

    Year

    2014

    Year

    2015

    Year

    2016

    CURRENT LIABILITIES

    Year

    2015

    Year

    2016

    Year

    2010Year

    2011

    Year

    2012

    Year

    2013

    Year

    2014

    16

  • DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    70,000,000

    60,000,000

    50,000,000

    40,000,000

    30,000,000

    20,000,000

    10,000,000

    Year

    2010

    Year

    2011

    Year

    2012

    Year

    2013

    Year

    2014

    Year

    2015

    Year

    2016

    CURRENT ASSETS

    CURRENT ASSETS

    17

  • The Company has complied with all the requirements of the Code of Corporate Governance by

    the listing regulations.

    Accordingly the Directors are pleased to confirm the following:

    The financial statements together with the notes thereon have been drawn up in conformity with the Companies Ordinance, 1984. These statements present fairly the Company's state of affairs, the results of its operations, cash flow and changes in equity.

    Proper books of accounts of the Company have been maintained.

    Appropriate accounting policies have been consistently applied in the preparation of financial statements which conform to the International Accounting Standards as applicable in Pakistan. The accounting estimates, wherever required are based on reasonable and prudent judgment.

    The International Financial Reporting Standards, as applicable in Pakistan, have been followed in the preparation of financial statements.

    The system of Internal Control is sound in design and has been effectively implemented and monitored.

    There are no significant doubts upon the Company's ability to continue as a going concern.

    There has been no material departure from the best practices of Corporate Governance, as required by the listing regulations.

    ii)

    iii)

    iv)

    v)

    vi)

    vii)

    Audit Committee was established by the Board to assist the directors in discharging their

    responsibilities, Corporate Governance, Financial Reporting and Corporate Control. The

    Committee consists of three members.

    The Board Audit Committee is responsible for reviewing reports of the company's financial results,

    audit and adherence to standards of the system of management controls. The Committee reviews

    the procedures, ensures their independence with respect to the services performed for the Company

    and makes recommendations to the Board of Directors.

    DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    STATEMENT ON CORPORATE FINANCIAL REPORTING FRAME WORK

    AUDIT COMMITTEE

    18

  • The Audit held four meetings during the year under review, each before the Board of

    Directors meeting to review the financial statements, internal audit reports and

    compliance of the Corporate Governance requirements. These meetings included

    meeting with external auditors before and after completion of audit and other statutory

    meetings as required by the Code of Corporate Governance.

    In order to put in place professional standards and corporate values for promotion of

    integrity of the Board, senior management and other employees, the Board has approved

    and disseminated a Code of Conduct, defining therein acceptable and unacceptable

    behaviors. The same has been placed on the Company's Website.

    The numbers of employees as on 30 June 2016 were 11 compared to 10 of last year.

    Human Resource and Remuneration Committee was established by the Board to assist

    the Directors in discharging their responsibilities with regard to selection, evaluation,

    compensation and carrier planning of key management personnel. It is also involved in

    recommending improvements in Company's human resource policies and procedures

    and their periodic review. The Committee consists of three members. Two members of

    the Committee are Independent and one is non executive director.

    All transactions with related parties are reviewed and approved by the Board. The Board

    approved pricing policy for related party transactions as disclosed in the notes to the

    accounts.

    Mr. Tauseef Ullah Adnan

    Mr. Kamal Pasha

    Mr. Rais Umair Habib Ahmed

    Chairman

    Member

    Member

    The present constitution of the Committee is as under:

    DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    CODE OF CONDUCT

    NUMBER OF EMPOLYES

    HUMAN RESOURCE AND REMUNERATION COMMITTEE

    RELATED PARTY TRANSACTIONS

    19

  • The requirements of the Code of Corporate Governance set out by the Stock Exchanges

    in their Listing Regulations, relevant for the year ended 30 June 2016 have been duly

    complied with. A statement to this effect is annexed with the report.

    Company's periodic financial statements for the current financial year including annual

    reports for the last three years are available on the Company's website

    www.drekkarkingsway.com for information of the investors.

    DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    The company strictly complies with the standards of the safety rules & regulations. It

    also follows environmental friendly policies.

    Short medium and long term targets are set by the Board. Management endeavors to

    achieve those through better planning, concerted efforts and hard work. Each year a

    comprehensive business plan is chalked out and duly approved by the Board. The

    management believes that based on orders in hand and expansion in production and

    marketing facilities, the Company will operate as a “Going Concern” till indefinite

    period.

    Communication with the shareholders is given high priority. Annual, Half Yearly and

    Quarterly Accounts are circulated to them within the time specified in the Companies

    Ordinance, 1984. The Company also has a web site, which contains up to date

    information on Company's activities and financial reports. Every opportunity is given to

    the individual shareholders to attend and ask freely the questions about the Company'

    affairs at the Annual General Meeting

    STATEMENT OF COMPLIANCE WITH THE CODE OF CORPORATE

    GOVERNANCE

    WEB PRESENCE

    SAFETY AND ENVIRONMENTS

    BUSINESS PLANS & ACHIEVEMENT OF TARGETS

    COMMUNICATION

    20

  • DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    The Board would like to thank all of their stakeholders and customers and suppliers of the

    Company for their valuable support and sheer confidence. Such confidence has allowed

    the Company to perform well in a difficult business environment.

    The Board would like to thank executives, staff members and workers of the Company

    for their commitment, dedication and hard work. We continue to pray to Allah for the

    continued success of your Company and for the benefit of all stakeholders, and the

    country in general.

    For and on Behalf of the Board

    Dated: 28 September 2016Islamabad

    (Ehmer Iqbal)Chief Executive Officer

    ACKNOWLEDGMENT

    21

  • DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    REVIEW REPORT TO THE MEMBERS ON THE STATEMENT OF

    COMPLIANCE WITH THE BEST PRACTICES OF THE CODE OF

    CORPORATE GOVERNANCE

    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 DREKKAR

    KINGSWAY LIMITED to comply with the requirements of chapter XI of the Listing

    Regulations of the Karachi, Lahore and Islamabad Stock Exchanges where the Company

    is listed.

    The responsibility for compliance with the Code of Corporate Governance is that of the

    Board of Directors of the Company. Our responsibility is to review, to the extent where

    such compliance can be objectively verified, whether the Statement of Compliance

    reflects the status of the Company's compliance with the provision of the Code of

    Corporate Governance and report if it does not. A review is limited primarily to inquiries

    of the Company's personnel and review of various documents prepared by the Company

    to comply with the Code.

    As part of our audit of the financial statements we are required to obtain an understanding

    of the accounting and internal control systems sufficient to plan the audit and develop and

    effective audit approach. We have not carried out any special review of the internal

    control system to enable us to express an opinion as to whether the Board's statement on

    internal control covers all controls and the effectiveness of such internal controls.

    Regulation 35 (X) of the Listing Regulations requires the Company to place before the

    Board of Directors of their consideration and approval related party transactions

    distinguishing between transactions carried out on term equivalent to those that prevail in

    arm's length transactions and transactions which are not executed at arm's length prices

    recording proper justification for using such alternate pricing mechanism. All such

    transactions are also required to be separately placed before the Audit Committee. We are

    only required and have ensured compliance of the

    22

  • requirement to the extent of approval of related party transactions by the Board of

    Directors and placement of such transactions before the Audit Committee. We have not

    carried out any procedures to determine whether the related party transactions were under

    taken at arm's length prices or not.

    Based on our review nothing has come to our attention which causes us to believe that the

    Statement of Compliance does not appropriately reflect the Company's compliance, in all

    material respects, with the best practices contained in the Code of Corporate Governance

    as applicable to the Company for the year ended June 30, 2016.

    HORWATH HUSSAIN CHAUDHURY & CO.Chartered AccountantsShahzad Qazi (FCA).

    Date: 26 September, 2016Islamabad

    DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    23

  • DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    STATEMENT OF COMPLIANCE WITH THE CODE OF CORPORATE

    GOVERNANCE

    This statement is being presented to comply with the Code of Corporate Governance

    (CCG) contained in Regulation No. 35 of listing regulations of the stock exchanges for

    the purpose of establishing a framework of good governance, whereby a listed company

    is managed in compliance with the best practices of corporate governance.

    The company has applied the principles contained in the CCG in the following manner:

    At year ended June 30, 2016, the Board consists of the following Non-Executive

    and Executive Directors:

    The directors have confirmed that none of them is serving as a director on more

    than seven listed companies, including this company.

    1.

    2.

    Independent Directors Executive Directors Non-Executive Directors

    Humayun Gauhar Humayun GauharMubasher Mehmood Abbasi

    Rais Umair Habib Ahmed Muhammad Ubaid

    Kamal Pasha Tauseef Ullah Adnan

    Taj Muhammad

    All the resident directors of the company are registered as tax payers 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.

    3.

    24

  • During the year no casual vacancy was arised.

    The company has prepared a “Code of Conduct” and has ensured that appropriate

    steps are taken to disseminate it throughout the company along with its supporting

    policies and procedures.

    The board has developed a vision/mission statement, overall corporate strategy and

    significant policies of the company prepared by the management. A complete record

    of particulars of significant policies along with the dates on which they were

    approved or amended has been maintained.

    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 Chief Executive and other executive directors,

    have been taken by the board.

    The meetings of the board were presided over by the Chairman 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.

    During the year, the Board has arranged orientation courses for the Directors.

    During the year no new appointment of CFO, Company Secretary and Head of

    Internal Audit was approved by the Board. However, remuneration of the above

    officers was ratified as per company policy approved by the Board.

    The directors' report for this year has been prepared in compliance with the

    requirements of the CCG and fully describes the salient matters required to be

    disclosed.

    DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    4.

    5.

    6.

    7.

    8.

    9.

    10.

    11.

    25

  • The financial statements of the company were duly endorsed by CEO and CFO

    before approval of the board.

    The directors, CEO and executives do not hold any interest in the shares of the

    company other than that disclosed in the pattern of shareholding.

    The company has complied with all the corporate and financial reporting

    requirements of the CCG.

    The board has formed an Audit Committee. It comprises 3 members, of whom 1 is

    non-executive director and the chairman of the committee is an independent

    director.

    The meetings of the audit committee were held at least once every quarter prior to

    approval of interim and final results of the company and as required by the CCG. The

    terms of reference of the committee have been formed and advised to the committee

    for compliance.

    The board has formed an HR and Remuneration Committee. It comprises 3

    members, of whom 1 is non-executive director and the chairman of the committee is

    a non-executive director.

    The board has set-up an effective internal audit function within the Company.

    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 of Accountants (IFAC) guidelines on code of ethics as

    adopted by the ICAP.

    12.

    13.

    14.

    15.

    16.

    17.

    18.

    19.

    DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    26

  • 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 haveconfirmed that they have observed IFAC guidelines in this regard.

    The 'closed period', prior to the announcement of interim/final results, and business

    decisions, which may materially affect the market price of company's securities,

    was determined and intimated to directors, employees and stock exchange(s).

    Material/price sensitive information has been disseminated among all market

    participants at once through stock exchange(s).

    We confirm that all other material principles enshrined in the CCG have been

    complied with.

    DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    20.

    21.

    22.

    23.

    CHIEF EXECUTIVE���� DIRECTOR

    27

  • We have audited the annexed balance sheet of DREKKAR KINGSWAY LIMITED, as

    at June 30, 2016 and 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, 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.

    DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    AUDITOR'S REPORT TO THE MEMBERS

    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 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: -

    1. As stated in the note 1 to the financial statements, the company has accumulated loss of 60,279,839/- (June 30, 2015: Rs. 9,712,517/-) as at June 30, 2016 against issued, subscribed and paid up capital of Rs 100,000,000/- (June 30, 2015: Rs. 22,392,000/-)Further the company has disposed off all of its assets related to production. These circumstances give rise to significant uncertainty as to the ability of the company to continue operations as going concern in the foreseeable future. However, these financial statements do not include any adjustment relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should the company be unable to continue as going concern. The management has not prepared cash flow projection and future plan to revive the operation since closed.

    28

  • 2. During the reporting period company issued right share to shareholders on October 15, 2015 for the purpose of investment in various undervalued profitable businesses. According to plan these funds were supposed to be utilized for making equity investments, whereas management made use of these funds for the payment of dividend, repayment of directors and associated company's loan and advance of loan to Noor Capital (Private) Limited (previously an associated company).

    DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    3. An amount of Rs. 28,405,999/- advanced to Noor Capital (Private) Limited (Previously related party) during the reporting period. Remaining balance at reported date was Rs. 11,963,660/- against which no payment terms were provided.

    4. As stated in note 1, the company was initially doing business as a manufacturing unit. It has disposed off all its plant and machinery and is now involved in sale purchase of shares.

    a) Except for the effects of the matter stated above, in our opinion, proper books of accounts have been kept by the company as required by the Companies Ordinance, 1984;

    b) in our opinion:-

    I except for the matters referred in stated above the balance sheet and profit and loss account together with the notes thereon have been drawn 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;

    29

  • c) in our opinion because of the effects of the matters discussed in the paragraph 1 to 4 the financial statements do not give a true and fair view of the balance sheet of Drekkar Kingsway Limited as of June 30, 2016 and of its profit and loss account, cash flow statement and statement of changes in equity together with the notes forming part thereof conform with approved accounting standards as applicable in Pakistan, and, given the information required by the Companies Ordinance, 1984, in the manner so required and respectively do not give a true and fair view of the state of the company's affairs as at June 30, 2016 and of the loss, its cash flows and changes in equity for the year ended;

    DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    d) in our opinion Zakat deductible at source under the Zakat and Ushr Ordinance,

    1980, was deducted by the company and deposited in the Central Zakat Fund

    establish under section 7 of that Ordinance.

    HORWATH HUSSAIN CHAUDHURY& CO.Chartered accountantsShahzad Qazi (FCA)

    Dated: 26 September, 2016Islamabad.

    30

  • DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    Chief Executive Director

    31

  • 8.89

    DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    Chief Executive Director

    32

  • DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    Chief Executive Director

    33

  • DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    Chief Executive Director

    34

  • integral part

    OriginallyReported)

    winding

    in recording of imputed markup on

    recording

    Shares Issued during the year

    Total Comprehensive loss for the year

    DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    Chief Executive Director

    35

  • DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    1 THE COMPANY AND ITS OPERATIONS

    DREKKAR KINGSWAY LIMITEDNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED JUNE 30, 2016

    Drekkar Kingsway Limited was registered on June 28, 1993 under Companies

    Ordinance 1984 as Private Limited Company and subsequently converted into

    Public Limited Company as on June 29, 1994. The shares of the Company are

    quoted on Pakistan Stock exchange. The primary business of company was

    manufacturing of all type of electrical appliances, cosmetics, toiletries, leather

    goods, machinery, components and parts. In 1996 the company sold its plant and

    machinery. The Company is currently engaged in making equity investments in

    undervalued and special situations.

    The registered office of the Company is situated at Office No. 17, 2nd Floor,

    Anique Arcade, I-8 Markaz, Islamabad.

    The company has accumulated loss of Rs. 60,279,839/- (June 30, 2015: Rs. 9,712,517/-) as at June 30, 2016 against issued, subscribed and paid up capital of Rs 100,000,000/- (June 30, 2015: Rs. 22,392,000/-) Further the company has disposed off all of its assets related to production. These circumstances give rise to significant uncertainty as to the ability of the company to continue operations as going concern in foreseeable future. However, these financial statements do not include any adjustment relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should the company be unable to continue as going concern.

    These financial statements are the separate financial statements of the company in which investment in subsidiary company is accounted for on the basis of direct equity interest rather than on the basis of reported results. Consolidated financial statements are prepared seperately.

    36

  • DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    2 STATEMENT OF COMPLIANCE

    These financial statements have been prepared in accordance with the approved

    accounting standards as applicable in Pakistan. Approved accounting standards

    comprise of such International Financial Reporting Standards (IFRS) issued by

    International Accounting Standards Board as are notified under the provisions of

    companies ordinance 1984, and the requirements of companies ordinance 1984

    and the directives issued by the Securities and Exchange Commission of

    Pakistan(SECP). Where the requirements of the Companies Ordinance,1984 or

    the directives issued by the SECP differ with the requirements of IFRS, the

    requirements of Companies Ordinance,1984 or the directives issued by the SECP

    prevails.

    3 SIGNIFICANT ACCOUNTING POLICIES

    3.1 Basis of Preparation

    3.1.1 New Standards, Interpretations and Amendments to Published Approved Accounting Standards

    The following amendments/improvements to approved accounting standards, effective for accounting periods beginning from the dates specified below and are either not relevant to the Company's current operations or are not expected to have significant impact on the Company's financial statements other than certain additional disclosures:

    IAS 38

    IAS 16

    IFRS 14

    IFRS 15

    Amendment to IAS 38 'Intangible Assets' - (effective for annual

    periods beginning on or after 01 January 2016).

    Amendment to IAS 16'Property plant and Equipment' - (effective for

    annual periods beginning on or after 01 January 2016).

    Regulatory Deferral Accounts - (effective for annual periods beginning

    on or after 01 January 2016).

    Revenue from contracts with customer - (effective for annual periods

    beginning on or after 01 January 2017).

    37

  • DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    IFRS 16Leases - (effective for annual periods beginning on or after 01 January

    2019).

    These financial statements have been prepared on the historical cost convention,

    except for certain investments which are measured at fair value as described in note

    14.

    The preparation of financial statements in conformity with approved accounting standards requires management to make judgments, estimates and assumptions that effect the application of policies and reported amounts of assets and liabilities, income and expenses. the estimates and associated assumptions are based on historical experience, industry trends, legal and technical pronouncements and various other factors that are believed to be reasonable under the circumstances. The estimates and underlying assumptions are reviewed on an on going basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised. Significant areas involving high degree of judgments or complexity are areas where assumptions and estimates are significant to the financial statements are as follows:

    Basis of Measurement

    Useful lives of property, plant & equipment (notes 11)

    The company reviews the useful lives of property, plant and equipment on a regular basis. Any change in estimates in future years might affect the carrying amounts of respective items of property, plant and equipment with a corresponding effect on the depreciation charge and impairment.

    ii) Classification and valuation of investments (note 14.1)

    The company takes into accounts its intention for classification of investment as mentioned in note 14.1 at the time of purchase. The valuation of investments is done based on the criteria mentioned in the note 3.4.3

    iii) Income taxes

    The company takes into account the current income tax law and the decisions taken by the appellate authorities. Instances where the company's view differs from the view taken by the income tax department at the assessment stage and where the company considers that its views on the terms of material nature is in accordance with the law, the amount is shown as contingent liability.

    3.1.2

    38

  • DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates. These financial statements are presented in Pak Rupees, which is the Company's functional currency.

    3.1.3. Functional and Presentation Currency

    Income tax expense comprises of current tax.

    3.2 Taxation

    Provision for current taxation is based on taxable income at the applicable rates of

    taxation after taking into account tax credits and tax rebates, if any. Income tax

    expense is recognized in profit or loss except to the extent that it relates to items

    recognised directly in equity or in other comprehensive income.

    3.2.1 Current Tax

    Operating fixed assets are stated at cost less accumulated depreciation and impairment. Depreciation on all operating fixed assets is charged using reducing balance method at the rate specified in note 11 without taking in account the residual value. Depreciation on additions is charged from the month the asset is available for use in the year of addition and on deletion up to the month preceding the month of deletion. Maintenance and normal repairs are charged to revenue as and when incurred. Major renewals and improvements are capitalized and the assets so replaced, if any, are retired. Gains or losses on disposal of property and equipment are charged to profit and loss account.

    3.3 Operating Fixed Assets

    The Investments of the Company determines the appropriate classification of its

    investment at the time of purchase or increase in holding and classifies its

    investment through profit or loss, available for sale, held to maturity, loans and

    receivables. The classification depends on purpose for which the investment were

    acquired.

    3.4 Investments

    All investments are initially recognized at cost, being the fair value of consideration given including transaction cost associated with the investment except in the case of fair value through profit or loss investments where transaction costs are charged to the profit and loss account when incurred. ( See Note 14 for Short term Investments)

    39

  • Investment in subsidariay is initially recognized at cost. At subsequent reporting

    date, recoverable amounts estimated to determine the extent of impairment loss, if

    any, and carrying amount of investment is adjusted accordingly. Impairment

    losses are recoginzed as expenses in profit or loss. Where impairment loss

    subsequently reverses, the carrying amounts of the investments are increased to its

    revised recoverable amount but limited to the extent of initial cost of investment.

    Reversal of impariment losses are recogized in the profit or loss.

    DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    3.4.1 Investment in subsidaries

    The profits and losses of subsidiaries are carried forwarded in their financial statements and not dealt within these financial statements except to the extent of dividend decleared by subsidiary. When the disposal of investment in subsidiary resulted in loss of control such that it becomes an associate, the retained investment is carried at cost.

    3.4.2 Investment available for sale

    These are initially measured at their fair value plus directly attributable transaction cost and at subsequent reporting dates measured at fair values and gains or losses from changes in fair values other than impairment loss are recognised in other comprehensive income until disposal at which time these are recycled to profit or loss. Impairment loss on investments available for sale is recognised in the profit or loss.

    3.4.3 Investments at fair value through profit or loss

    Investments which are acquired principally for the purpose of selling in the near term or the investments that are part of a portfolio of financial instruments exhibiting short term profit taking, are classified as fair value through profit or loss and designated as such upon initial recognition. These are stated at fair values with any resulting gains or losses recognized directly in profit or loss.

    3.5 Cash and Cash Equiva lents

    Cash and cash equivalents are carried at cost. For the purpose of cash flow statement,

    cash and cash equivalents comprise cash in hand and cash at banks in current and

    saving accounts.

    40

  • Financial assets and liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument and de-recognised when the Company loses control of the contractual rights that comprise the financial assets and in case of financial liabilities when the obligation specified in the contract is discharged, cancelled or expired. All financial assets and liabilities other than at fair value through profit or loss are initially recognised at fair value plus transaction costs. Financial assets and liabilities carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are charged to profit or loss for the year. Any gain or loss on derecognition of financial assets and financial liabilities is included in profit or loss for the year.

    3.6 Financial instruments

    DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    Financial assets and liabilities are offset and the net amount is reported in the balance sheet if the Company has a legally enforceable right to setoff the recognised amounts and the Company intends to settle on a net basis, or realise the asset and settle the liability simultaneously.

    3.7 Finance Income and Finance Cost

    Finance income comprises interest income on funds invested (including available-for-sale

    financial assets), dividend income, gain on disposal of available-for-sale financial assets and

    changes in fair value of investments held for trading. Interest income is recognised as it

    accrues in profit or loss, using effective interest method. Dividend income is recognised in

    profit or loss on the date that the Company's right to receive payment is established.

    Finance costs comprise interest expense on borrowings, changes in fair value of investment carried at fair value through profit or loss and impairment losses recognised on financial assets. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using effective interest method. 3.8 Earnings per share

    The Company presents basic and diluted earning per share (EPS) data for its ordinary shares.

    Basic EPS is calculated by dividing the profit or loss attributable to ordinary share holders of

    the Company by the weighted average number of ordinary shares outstanding during the year.

    Dilued EPS is determined by adjusting the profit or loss attributable to ordinary shareholders

    and the weighted average number of ordinary shares outstanding for the effects of all

    dilutive potential ordinary shares.

    41

  • DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    42

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    43

  • DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    Eq

    uip

    men

    t

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  • DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    45

  • 27,394

    Printing & stationery

    Fees & subscription

    DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    Legal fee

    346,175

    46

  • 1,683,131

    DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    47

  • associated undertakings / relatedcarried

    NUMBER OF EMPLOYEES

    1,489,763Short term loan

    DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    48

  • 36,2

    38,0

    09

    DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    49

  • 8.89

    DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    26 September, 2016

    50

  • DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    AUDITOR'S REPORT TO THE MEMBERS OF DREKKAR KINGSWAY LIMITED

    We have audited the annexed consolidated financial statements comprising consolidated

    balance sheet of Drekkar Kingsway Limited (the Holding Company) as at June 30, 2016

    and the related consolidated profit and loss account, consolidated statement of

    comprehensive income, consolidated statement of changes in equity and consolidated

    cash flow statement together with the notes forming part thereof, for the year then ended.

    We have also expressed separate opinion on the financial statements of the Holding

    Company. These financial statements are responsibility of the Holding Company's

    management. Our responsibility is to express an opinion on these financial statements

    based on our audit.

    1. As stated in the note 1 to the financial statements, the company has accumulated loss of 41,133,524 /- (June 30, 2015: Rs. 9,712,517/-) as at June 30, 2016 against issued, subscribed and paid up capital of Rs 100,000,000/- (June 30, 2015: Rs. 22,392,000/-) Further the company has disposed off all of its assets related to production. These circumstances give rise to significant uncertainty as to the ability of the company to continue operations as going concern in the foreseeable future. However, these financial statements do not include any adjustment relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should the company be unable to continue as going concern. The management has not prepared cash flow projection and future plan to revive the operation since closed.

    Our audit was conducted in accordance with the International Standards on Auditing and

    accordingly included such tests of accounting records and such other auditing

    procedures as we considered necessary in the circumstances. We report that:-

    2. During the reporting period company issued right share to shareholders on October 15, 2015 for the purpose of investment in various undervalued profitable businesses. According to plan these funds were supposed to be utilized for making equity investments, whereas management made use of these funds for the payment of dividend, repayment of directors and associated company's loan and advance of loan to Noor Capital (Private) Limited(previously an associated company).

    51

  • 3. An amount of Rs. 28,405,999/- advanced to Noor Capital (Private) Limited (Previously related party) during the reporting period. Remaining balance at reported date Rs.11, 963,660/- against which payment terms were provided.

    DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    4. As stated in note 1, the company was initially doing business as a manufacturing unit. It has disposed off all its plant and machinery and is now involved in sale purchase of shares.

    In our opinion, the consolidated financial statements do not present fairly the financial

    position of Drekkar Kingsway Limited as at 30 June 2016 and the results of their

    operations for the year then ended.

    The financial statements of subsidiary for the year ended June 30, 2016 were audited by

    another auditor and express an unmodified opinion on those financial statements.

    HORWATH HUSSAIN CHAUDHURY & CO.

    Chartered Accountants

    Shahzad Qazi (FCA)

    Date: 26 September, 2016

    Islamabad

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  • DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    Chief Executive Director

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    Chief Executive Director

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    Ch

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    Chief Executive Director

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  • inco

    me

    Pro

    fit/

    (Loss

    )

    DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    Ch

    ief

    Exe

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  • DREKKAR KINGSWAY LIMITEDDrekkarKingsway

    Chief Executive Director

    26 September, 2016

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