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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).
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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
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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)
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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.
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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.
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Eq
uip
men
t
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27,394
Printing & stationery
Fees & subscription
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Legal fee
346,175
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1,683,131
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associated undertakings / relatedcarried
NUMBER OF EMPLOYEES
1,489,763Short term loan
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36,2
38,0
09
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8.89
DREKKAR KINGSWAY LIMITEDDrekkarKingsway
26 September, 2016
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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).
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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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Chief Executive Director
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Chief Executive Director
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Chief Executive Director
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inco
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(Loss
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Chief Executive Director
26 September, 2016
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