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Karachi, March 18, 2013 (PPI-OT): Please refer to our Letter No. GVGL/KSE/2013/10 of March 11, 2013.
The Board of Directors in today’s meeting held at 11:30 A.M at 40-L, Model Town, Lahore has approved to issue 150% Right Shares (150 shares for every 100 shares held) in consideration of cash at par value of Rs. 10 per share. The share transfer books of the company shall remain closed from April 22, 2013 to April 29, 2013 (Both days inclusive) for the purpose of entitlement of Right Shares Right Issue will be fully underwritten accordingly.
We also enclose herewith the following information/ documents:-
Purpose, benefits and use of funds from Right Issue as annexure ‘A’.
Financial projections for three years duly signed by the directors present in meeting as annexure ‘B’.
A certified true copy of board resolution as annexure ‘C’.
Draft of advertisement to be published in newspapers in respect of approval of 150% Right issue as annexure ‘D’.
You may please inform the members of the Exchange accordingly.
Annex-A
Purpose of Right Issue and Use of Funds
Pursuance to growth strategy of the company, the management has decided to increase its equity base by issuance of right shares. Funds generated from right issue will be utilized to finance the expansion initiatives of the company in order to enhance capacity levels and increase its market share in recognition of enormous opportunity and growth potential.
Benefit to the Company
Equity base of the company will be strengthened. Market share would be increased after enhancing production capacity by using funds.
Annex-B
Projected Balance Sheet
| Y1 | Y2 | Y3 | |
| Assets | |||
| Non current assets | |||
| Property, plant and equipment | 236,736,101 | 213,082,491 | 191,756,242 |
| Long term deposits | 4,683,044 | 4,633,044 | 4,633,044 |
| ———– | ———– | ————- | |
| 241,369,145 | 217,695,535 | 196,389,286 | |
| Current Assets | |||
| Stores, spares and loose tools | 11,813,137 | 11,813,137 | 11,813,137 |
| Stock in trade | 119,276,699 | 125,240,534 | 131,502,560 |
| Trade debts-unsecured, considered good | 273,852,344 | 287,544,961 | 301,922,209 |
| Loans and advances | 9,114,414 | 9,114,414 | 9,114,414 |
| Taxes and duty refundable | 22,949,097 | 22,949,097 | 22,949,097 |
| Cash and bank balances | 124,027,425 | 234,868,189 | 410,138,954 |
| ———– | ———– | ————- | |
| 561,033,116 | 691,530,933 | 887,440,372 | |
| ———– | ———– | ————- | |
| 802,402,261 | 909,226,468 | 1,083,829,658 | |
| ———– | ———– | ————- | |
| Equity and Liabilities | |||
| Share Capital and Reserves | |||
| Authorised Capital | |||
| Rs.10/- each (30 June 2012: Rs 10/- each). | 300,000,000 | 300,000,000 | 300,000,000 |
| ———– | ———– | ————- | |
| Issued, subscribed and paid up capital | 188,375,000 | 188,375,000 | 188,375,000 |
| Rs.10/- each (30 June 2012: Rs 10/- each). | |||
| Revenue reserves | |||
| General reserve | 3,680,002 | 3,680,002 | 3,680,002 |
| Unappropriated profit | 175,223,936 | 314,775,937 | 473,142,854 |
| ———– | ———– | ————- | |
| 367,278,938 | 506,830,939 | 665,197,856 | |
| Surplus on Revaluation of Fixer Assets | 92,932,206 | 92,932,206 | 92,932,206 |
| ———– | ———– | ————- | |
| 460,211,144 | 599,763,145 | 758,130,062 | |
| Non Current Liabilities | |||
| Deferred taxation | 15,751,626 | 15,751,626 | 15,751,626 |
| ———– | ———– | ————- | |
| 475,962,770 | 615,514,771 | 773,881,687 | |
| Current Liabilities | |||
| Loans from directors | 48,197,000 | – | – |
| Trade and other payables | 212,772,806 | 218,568,312 | 224,673,477 |
| Provision for taxation | 65,469,685 | 75,143,385 | 85,274,494 |
| ———– | ———– | ————- | |
| 326,439,491 | 293,711,697 | 309,947,970 | |
| ———– | ———– | ————- | |
| 802,402,261 | 909,226,468 | 1,083,829,658 | |
| Contingencies and Commitments | – | – | – |
| ———– | ———– | ————- | |
| 802,402,261 | 909,226,468 | 1,083,829,668 | |
| ———– | ———– | ————- |
Annex-B
Projected Profit and Loss Account
| Year 1 | Year 2 | Year 3 | |
| Rupees | Rupees | Rupees | |
| Sales Local | 1,110,623,394 | 1,166,154,564 | 1,224,462,292 |
| Less: Cost of Goods Sold | 862,911,936 | 888,415,931 | 911,175,766 |
| ———– | ———– | ————- | |
| Gross Profit | 241,711,458 | 279,738,632 | 313,286,526 |
| Administrative and selling expenses | 46,791,756 | 49,131,344 | 51,587,911 |
| WPPF | 10,045,985 | 11,530,364 | 13,084,931 |
| WWF | 3,817,414 | 4,381,538 | 4,972,274 |
| ———– | ———– | ————- | |
| 60,655,215 | 65,043,241 | 69,645,115 | |
| Profit before Tax | 187,056,242 | 214,695,386 | 243,641,410 |
| Provision for taxation | 65,469,685 | 75,143,385 | 85,274,494 |
| ———– | ———– | ————- | |
| Net Profit | 121,586,558 | 139,552,001 | 158,366,917 |
Annex-B
Projected Cash flow Statement
| Y1 | Y2 | Y3 | |
| Rupees | Rupees | Rupees | |
| Cash Flows from Operating Activities | |||
| Profit for the period before taxation | 187,056,242 | 214,695,386 | 243,641,410 |
| Adjustments for non-cash charges and other items: | |||
| Depreciation | 26,304,011 | 23,673,610 | 21,306,249 |
| Provision for WPPF | 10,045,985 | 11,530,364 | 13,084,931 |
| Provision for WWP | 3,817,414 | 4,381,538 | 4,792,274 |
| ———– | ———– | ————- | |
| 40,167,471 | 39,585,513 | 39,383,454 | |
| Working capital adjustments | |||
| (Increase)/ decrease in current assets: | |||
| Stores, spares and loose tools | – | – | – |
| Stock-in-trade | (5,679,843) | (5,963,835) | (6,262,027) |
| Trade debts | (111,249,429) | (13,692,617) | (14,377,248) |
| Increase/ (decrease) in current liabilities: | |||
| Trade and other payables | (22,334,608) | 5,795,506 | 6,105,165 |
| ———– | ———– | ————- | |
| (139,233,880) | (13,860,946) | (14,534,110) | |
| ———– | ———– | ————- | |
| Cash Generated from Operations | 87,989,833 | 240,419,952 | 268,470,754 |
| Taxes paid | 23,663,533 | 65,469,685 | 75,143,385 |
| WPPF paid | 13,863,459 | 15,911,903 | 18,057,204 |
| ———– | ———– | ————- | |
| Net Cash Generated from Operating Activities | 50,462,792 | 159,038,384 | 175,270,164 |
| Cash Flows from Investing Activities | |||
| Purchases of property, plant and equipment | (80,025,000) | – | – |
| Cash flows from Financing Activities | 113,025,000 | (48,197,000) | – |
| Net Increase in Cash and Cash Equivalents | 83,462,792 | 110,841,364 | 175,270,164 |
| Cash and Cash Equivalents-at the beginning of the period | 40,564,632 | 124,027,425 | 234,868,789 |
| ———– | ———– | ————- | |
| Cash and Cash Equivalents-at the end of the period | 124,027,426 | 234,868,789 | 410,138,954 |
Annex-B
Three Years Financial Projections signed by the Directors.
| Serial No. | Name of Directors | Signature |
| 1. | Mr. Imtiaz Ahmad Khan | |
| 2. | Mr. Anwaar Ahmad Khan | |
| 3. | Mr. Aftab Ahmad Khan | |
| 4. | Mrs. Reema Anwaar | |
| 5. | Mrs. Ayesha Aftab | |
| 6. | Mrs. Jawaria Obaid | |
| 7. | Mr. Junaid Ghani | |
| 8. | Mr. Obaid Ghani | |
| 9. | Mr. Jubair Ghani |
Annex-C
Resolution Passed in Board of Director Meeting Held on March 18, 2013
“Resolved that the 150% right shares (150 shares of every 100 shares, held) in consideration of cash at par value of Rs. 10 per share be and is hereby approved”.
“Further Resolved that approval is hereby granted to close the share transfer books of the company for entitlement of right shares from April 22, 2013 to April 29, 2013 (both days inclusive).”
“Further Resolved that purpose of right issue, benefits to the company, use of funds and projections for three’ years be and are hereby approved.”
“Further Resolved that Chief Executive Officer of the company be and is hereby authorized to finalize the banker to right issue and underwriter accordingly.”
“Further Resolved that after finalization of banker to right issue Mr. Imtiaz Ahmad Khan, Chairman, Mr. Anwaar Ahmad Khan, Chief Executive Officer and Mr. Aftab Ahmad Khan, Director of the company are singly authorized to operate the Right Issue Subscription Account of the Company.”
“Further Resolved that the Company Secretary in consultation with the Chief Executive officer be and is hereby authorized to prepare right issue plan, made any amendment thereon and obtain approval of the same from the stock exchanges.”
“Further Resolved that the Company Secretary be and is hereby authorized to issue circular under section 86 of the companies Ordinance, 1984 and letter of right to the shareholders, SECP and the stock exchanges.
Annex-D
150% Right Issue of Shares
Shareholders are notified that pursuance to growth strategy, the board of Directors has decided and approved to issue 150% right shares (150 shares for every 100 shores held) at par value of Rs. 10/- per share. Funds generated froth right issue will be utilized to finance the expansion initiatives of the company in order to enhance capacity levels and increase its market share in recognition of enormous opportunity and growth potential.
The share transfer books of the company shell remain closed from April 22, 2013 to April 29, 2013 (both days inclusive) for the purpose of entitlement of right shares.
Shareholders are requested in their own interest to notify any change in their addresses immediately at the following address for dispatch of right issue latter.
For more information, contact:
Company Secretary
Ghani Value Glass Limited
40-L, Model Town Ext,
Lahore-Pakistan
UAN: 111-949-949
Tel: +92-42-35174025
Fax: +92-42-35172263
E- mail: info@ghanivalueglass.com
Web: www.ghanivlaueglass.com