199 research outputs found
Corah News, June 1980 detailing visits, letters, sport activities
No full textEmployee magazine for N. Corah & Sons Ltd
Corah Annual Report, 1984
No full textPrinted annual report and accounts, illustratedContents
Year in brief 1
Notice of meeting 2
Directors and group information 4
Chairman's statement 5
Directors' report 8
Report of the auditors 10
Accounting policies 11
Consolidated profit and loss account 12
Consolidated balance sheet 13
Balance sheet of Corah plc 14
Source and application of group funds 15
Notes to the accounts 17
Group locations 26
Five year record 28
Year in brief
1984 1983
£000 £000
Sales 69,379 59,904
Profit before tax 3,106 2,678
Profit after tax 2,175 2,131
Capital employed 23,984 23,264
Net current assets 6,102 7,831
Net earnings per share 7.2p 7.2p
Dividends per 25p share 4.0p 3.7p
1
2
Notice of meeting
Notice is hereby given that the sixty-sixth annual general meeting of Corah plc
will be held at the registered office, Burleys Way, Leicester on Thursday
9 May 1985 at 12 noon for the following purposes:
1 To receive the directors ' report and accounts for the year ended 31 December·
1984 (resolution 1).
2 To declare a dividend on the ordinary shares (resolution 2).
3 To re-elect directors - Mr F P Bushnell (resolution 3a), Mr S M Almond
(resolution 3b).
4 To re-appoint Peat, Marwick, Mitchell & Co. to hold office as auditors in
accordance with section 14 of the Companies Act 1976 (resolution 4).
5 To authorise the directors to fix the remuneration of the auditors
(resolution 5).
6 To transact any other business of an ordinary general meeting.
Special business
To consider and, if thought fit, to pass the following resolutions:
Resolution 1 will be proposed as an ordinary resolution.
Resolution 2 will be proposed as a special resolution.
1 (a) The authorised share capital of the company be and it is hereby increased
from £10,835,000 to £11,800,000 by the creation of 3,860,000 ordinary
shares of 25 pence each; and
(b) The board be and it is hereby generally and unconditionally authorised to
exercise all powers of the company to allot relevant securities (within the
meaning of Section 14 Companies Act 1980) up to an aggregate nominal
amount of £2,856,250, provided that this authority shall expire on the date
of the next annual general meeting of the company after the passing of
this resolution, save that the company may before such expiry make an
offer or agreement which would or might require relevant securities to be
allotted after such expiry and the board may allot relevant securities in
pursuance of such offer or agreement as if the authority conferred hereby
had not expired and so that the authority conferred by this resolution shall
take effect in substitution for and to the exclusion of any authority
granted prior to the passing of this resolution.
· 2 That subject to the first resolution to be proposed at the annual general
meeting at which this resolution is to be considered having been passed, the
board be and it is hereby empowered pursuant to Section 18 Companies Act
1980 to allot equity securities (within the meaning of Section 17 of that Act)
pursuant to the authority conferred by that resolution as if subsection (1) of
the said Section 17 did not apply to any such allotment provided that this
power shall be limited:
(a) To the allotment of equity securities in connection with a rights issue in
favour of the holders of ordinary shares of the company where the equity
securities respectively attributable to the interests of all holders of
ordinary shares of the company are proportionate (as nearly as may be) to
the respective numbers of ordinary shares held by them (but subject to
such exclusions or other arrangements as the directors may deem
necessary or expedient in relation to fractional entitlements or legal or
practical problems under the laws of or requirements of any recognised
regulatory body of any stock exchange in any territory);
(b) To the allotment of equity securities (otherwise than pursuant to sub-paragraph
(a) above) up to an aggregate nominal value of £572,500;
and so that the power conferred by this resolution shall take effect. in
substitition for and to the exclusion of the power conferred by any resolution
granted prior to the passing of this resolution and shall expire on the date of
the next annual general meeting of the company after the passing of this
resolution save that the company may before such expiry make an offer or
agreement which would or might require equity securities to be allotted after
such expiry and the board may allot equity securities in pursuance of such
offer or agreement as if the power conferred hereby had not expired.
By order of the board
J R Hardwick
Secretary
Burleys Way
Leicester
6 Aprill985
Notes
•
A member entitled to attend and vote is entitled to appoint one or more proxies to
attend and vote instead of him: a proxy need not be a member.
The register of directors ' shareholdings and transactions will be available for reference
at the commencement of and during the continuance of the annual general meeting.
Copies of contracts of service between the company and each of the directors will be
available at the registered office of the company on any weekday, except Saturdays,
during normal business hours and for a period of fifteen minutes prior to the annual
general meeting and during the meeting.
3
•
4
Directors and group information
Directors
G N Corah DL
L 0 Helgeson (Swedish)
F P Bushnell FCCA, FCT
W G Forman
C Greasley ATI
J Menzies
W T C Seabrook
S M Almond BSc
EM Lodge
Secretary
J R Hardwick LLB
Registered Office
Burleys Way
Leicester
Bankers
Lloyds Bank plc
The Toronto Dominion Bank
Merchant Bankers
Executive chairman
Managing director
J Henry Schroder Wagg & Co Ltd
London
Stockbrokers
Cazenove & Co.
London
Solicitors
Slaughter & May, London
Harvey Ingram, Leicester
Auditors
Peat, Marwick, Mitchell & Co
Leicester
Registrars
Lloyds Bank pic
Goring-by-Sea
West Sussex
I
Chairman's statement
The past year
The company acquired Reliance Industrial Holdings PLC and its subsidiaries • with effect from 4 December 1984.
The group achieved a net profit before taxation of £3,106,000 compared with
£2,678,000, representing an increase of 16 per cent having absorbed a post
acquisition trading loss of £35,000 in respect of the Reliance group and after an
allocation of £75,000 to the Corah employee share participation scheme.
Sales during the past year increased by 16 per cent from £59,904,000 to
£69,379,000 including £1,510,000 from Reliance.
The board is pleased to recommend an increase in the final dividend from 2.2p per
share net to 2.4p per share net, making a total distribution of 4.0p per share net
for the full year compared with 3.7p per share net in respect of 1983.
Review of trading
Trading during the first six months of 1984 was very satisfactory but, whilst
production performance was sustained throughout the second half of the year,
sales of winter merchandise were delayed by the mild weather in November and
December. Our year-end stocks were therefore higher than planned.
Although cost controls have been stringently applied, profit margins have
remained under pressure due mainly to low cost imports creating severe
competition in the high street.
Capital expenditure amounted to £1,935,000 during 1984. We have continued to
invest in advanced technology and design, particularly to support the major
growth areas of leisurewear and knitwear where our order book has developed
strongly.
Our substantial share of the basic product market has been maintained through
improved design and garment engineering.
After several years of progress and profit contribution our business in Canada
showed a marginal loss as a result of particularly adverse trading conditions.
However, the indications for 1985 are more encouraging.
Acquisition of the Reliance group
We successfully bid for the Reliance group of companies during the latter part of
1984.
Reliance's principal activity is the manufacture of underwear, outerwear, pyjamas
and socks. In the year ended 30 April 1984 its turnover amounted to £25 million
and it employed over 1700 people.
Corah and Reliance are therefore involved in the manufacture of a complementary
range of knitted clothing. The two companies operate within the same business
environment and both enjoy important trading links with Marks & Spencer and
other leading retailers.
5
6
Chairman's statement
continued
\
As shareholders will be aware, Corah has in recent years undertaken a major
capital expenditure programme which has considerably improved our efficiency
and competitiveness. This improved efficiency, together with successful
development of design and marketing skills, has enabled our order book to be
expanded and strengthened.
As a result we saw a continuing need to increase our making-up capacity.
Furthermore, our new dyehouse and highly mechanised cutting facilities, both of
which are capital intensive with low unit labour costs, are capable of handling a
greater throughput.
Consequently, the benefits of integrating Reliance into the Corah group include
the introduction to Reliance's factories of additional making-up production
arising from the growing demand for Corah products. Also, Reliance's own order
book provides additional throughput for Corah's knitting, dyeing and automated
cutting facilities. This rationalisation of resources will enable the combined group
to compete more effectively against other major manufacturers in the United ·
Kingdom and against low-priced imports.
We are greatly encouraged by the quality of the workforce and the manufacturing
facilities in Reliance and your board is confident that this acquisition will prove a
sound investment, despite the rapidly deteriorating trading situation at the time
of takeover.
Employee involvement
1984 saw the continued development of our employee relations practices referred
to in my statement last year. Quality Circles have contributed to improved
quality and performance wherever they have been established and we are
therefore encouraging the formation of more Circles during 1985.
We have always recognised the importance of training of employees. Our already
high investment in this field has been further extended by new training
initiatives for management. We are also participating in the government
sponsored Youth Training Scheme with beneficial results.
The development of our communication procedures has seen the piloting in two of
our divisions of team briefing, which seeks to inform employees at all levels of
board policy and departmental matters on a regular basis .
•
Share schemes
In 1981 shareholders approved an executive share option scheme together with
an employee share participation scheme. In 1983 shareholders also sanctioned an
employee savings related share option scheme. The Finance Act 1984 provides a
greater encouragement of employee participation in industry and consequently
approval is being sought from shareholders for modifications to all three schemes
and the introduction of a new executive option scheme so that participating
employees can benefit from the provisions of the 1984 Act. Full details are
outlined in the enclosed circular to shareholders.
Tribute
My colleagues and I wish to thank all our employees for their hard work
throughout the past year and for their continued efforts to improve the
company's performance.
We thank our customers and suppliers for their valued support and co-operation.
Finally, we welcome all those employees who have joined the Corah group during
the past year. Our workforce now exceeds 6000 people.
Outlook
The integration of Reliance is progressing satisfactorily and the rationalisation is
substantially complete. We have stemmed the considerable losses incurred in
1984 and would expect a modest contribution to group profit during the current
year.
Margins remain under pressure. It is increasingly difficult to recover through
higher selling prices the effect of dollar-based raw materials, which constitute a
significant proportion of our costs.
Our market place is influenced by an overwhelming level of low-priced imports.
Against this background it is of paramount importance that the government
takes a supportive attitude towards the British textile industry in negotiations
for a renewal of the multi-fibre agreement on more favourable terms.
Our order book for the current year remains strong. Ever-changing consumer
demand requires a higher degree of design input and production flexibility. We
believe that our continuing investment in advanced technology and people with
creative talent will enable us to increase our market share in those fields which
are truly progressive and profitable.
I ..
•
7
•
•
-
•
' •
•
8
Directors' report
The directors submit their annual report and the audited accounts for the year ended
31 December 1984.
Business review
The principal activity of the group is the manufacture and distribution of knitted
clothing and fabrics.
The consolidated profit and loss account is set out on page 12.
A full review of the year's trading and outlook for the group is contained in the
chairman's statement which is adopted by the board as part of its report.
Dividends- paid:
-proposed:
Preference
Ordinary interim of 1.6p per share
Ordinary final of 2.4p per share
to be paid on 16 May 1985 to those
shareholders registered at the
close of business on 10 April1985.
£000
14
474
824
1,312
Current cost accounts have not been prepared as the board consider that they do not
contribute to a better understanding of the group's performance.
Directors
The directors at the date of this report, all of whom served throughout the year, and
their interests in the shares of the company are as follows:
G N Corah
L 0 Helgeson
F P Bushnell
WG Forman
C Greasley
J Menzies
W T C Seabrook
SM Almond
EM Lodge
31 December 1984
Beneficial and
family interests
210,340
10,000
3,000
1,866
26,789
3,000
1,500
1,000
2,571
Options
121,167
116,339
86,522
89,433
89,433
84,426
71,451
72,535
66,662
1 January 1984
Beneficial and
family interests Options
224,940
10,000
3,000
1,866
26,789
3,000
1,500
1,000
2,571
121,167
116,339
86,522
89,433
89,433
84,426
71,451
72,535
66,662
Mr G N Corah, Mr L 0 Helgeson and MrS M Almond hold 20,000 shares jointly as
trustees (1983-20,000).
Mr G N Corah, Mr L 0 Helgeson and Mr F P Bushnell hold 130,434 shares jointly as
trustees (1983-130,434). ,
There have been no changes in the directors' interests between 31 December 1984 and
7 March 1985 .
Re-election of directors
Mr F P Bushnell and Mr S M Almond retire by rotation and, being eligible, offer
themselves for re-election. Both dire~tors have service contracts with the company with
notice periods of five years.
Substantial shareholders
1,he M & G Group P.L.C. holds 7.4 per cent and the Prudential Assurance Company
Limited holds 5.3 per cent of the ordinary share capital.
Preference
shares Per cent
1 London and Manchester Assurance Company Limited 77,900 23.8
2 The National Farmers Union Mutual Insurance Society Limited 3 3, 600 10.3
3 RoyalBankofScotlandEdinburghNomineesLimited 32,500 9.9
4 DonaldSheardHuntandMrsMargaretCorah 25,000 7.6
5 MagwestNomineesLimited 20,000 6.1
6 GaflacNomineesLimited 20,000 6.1
7 LeslieMichaelCorah 17,762 5.4
The directors are not aware of any other person who holds ·or is beneficially interested in
more than 5 per cent of any class of share capital of the company.
Employees
The company gives every consideration to applications for employment from disabled
persons where the requirements of the job may be adequately covered by a handicapped
or disabled person.
Where employees become disabled the company endeavours to continue to employ them,
provided that there are duties which they can perform bearing in mind the handicap or
disability.
As far as possible, training, career development and promotion will be available to
handicapped and disabled persons where this is in their own as well as the company's
best interests.
The chairman's statement has referred to the board's policy regarding employee
involvement and communication. Every employee of the company receives a copy oi the
employee report which outlines the group's performance and outlook, together with a
quarterly house magazine containing further up to date information on the group's
affairs.
The Companies Act 1980
Following the full implementation of the offer for Reliance Industrial Holdings PLC, the
amount of the authorised but unissued share capital of the company will be considerably
reduced from the level at which it stood prior to the offer. In addition, the authority
given to the directors under Section 14 Companies Act 1980, which was renewed at last
year's annual general meeting and expires at this year's annual general meeting unless
renewed, has been reduced as a result of the issues of shares pursuant to the offer.
As stated in the Directors' 1983 Report, the directors consider that it would be in the
best interests of the company for the board to be given authority to allot unissued
shares, subject to a limit of one-third of the issued ordinary share capital. This would
enable the directors to take advantage of any opportunity which might arise for future
expansion requiring the issue of shares. Accordingly, resolution number 1 under special
business would, if passed, increase the authorised share capital by a sufficient margin to
create further unissued shares, which, together with the existing unissued shares, would
equal approximately one-third of the existing issued ordinary share capital. The second
part of this resolution would grant authority to the directors under Section 14
Companies Act 1980 in respect of the existing and new unissued ordinary share capital.
The increase in authorised share capital also takes account of the requirement for the
company to retain sufficient unissued shares to satisfy the exercise of options under the
company's share option schemes. No Section 14 authority is required for the issue of
such shares.
Resolution number 2 under special business would, if passed, give power to the directors
to allot unissued shares without first having to offer them to existing shareholders. This
power is limited to 5 per cent of the increased ordinary share capital and the resolution
is, therefore, conditional on the passing of the previous resolution.
9
,,
•
10
Directors' report
continued
Both the resolutions proposed would expire at the next annual general meeting of the
company and would replace the existing authorities, which were renewed at the last
annual general meeting and expire at this year's annual general meeting.
The directors have no present intention of issuing any of the unissued shares of the
company other than under the option schemes. No issue of shares will be made which
would effectively alter the control of the company without the prior approval of the
shareholders in general meeting.
Political and charitable contributions
During the year, the company made a political contribution of £1,250 to the City and
Industrial Liaison Council, and charitable contributions of £17,797 ..
Company status
The company is not a close company within the terms of the Income and Corporation
Taxes Act 1970.
On behalf of the board
GNCorah
Chairman
7 March 1985
Report of the auditors
To the members of Corah plc
We have audited the accounts on pages 11 to 25 in accordance with approved auditing
standards.
In our opinion the accounts, which have been prepared on the basis of the accounting
policies set out on page 11, give a true and fair view of the state of affairs of the
company and of the group at 31 December 1984 and of the profit and source and
application of funds of the group for the year to that date and comply with the
Companies Acts 1948 to 1981.
The accounts do not include the information required by Statement of Standard
Accounting Practice No 16.
Peat, Marwick, Mitchell & Co
Chartered Accountants
Leicester
7 March 1985
•
I
•
L
•
•
Notes to the accounts
1 Turnover
Turnover represents amounts invoiced by the group in respect of goods sold
during the year, excluding value added tax and trade discounts. The analysis of
turnover by geographic area is as follows:
United Kingdom
Canada
Europe
2 Staff numbers and costs
£000
50,923
6,380
12,076
69,379
1983
£000
45,451
5,674
8,779
59,904
The average number of persons employed by the group (including directors)
during the year was as follows:
Management, administrative and selling
Production staff
~ The aggregate payroll costs were as follows:
Wages and salaries
Social security costs
Other pension costs
3 Interest payable
1,016
3,688
1983
1,233
2,975
4,704 4,208
£000
22,730
2,323
54
25,107
£000
19,180
• 2,088
441
21,709
The interest payable arises on bank loans, overdrafts and other loans repayable
within five years.
4 Profit on ordinary activities before tax
Stated after charging:
Depreciation of tangible fixed assets
Directors' emoluments
Hire of plant and machinery
Auditors' remuneration and expenses
Summary of results of Reliance Industrial Holdings PLC
Turnover
Profit/ (loss) before taxation
Profit/ (loss) after taxation
Extraordinary items
(Loss)/profit attributable to
ordinary shareholders
Year to
30 April
1984
£000
25,016
89
77
(98)
(21)
£000
1,202
346
768
45
Eight
months to
31 December
1984
£000
17,114
(1,690)
(1,437)
(1,624)
(3,061)
1983
£000
1,039
432
544
35
Post-acquisition
period
£000
1,510
(35)
174
-
174
I
17
Accounting policies
Basis of accounting
The accounts are prepared on the historical cost basis of
accounting modified for the revaluation of certain freehold
properties.
Consolidation
The consolidated accounts incorporate the accounts of Corah plc
and its subsidiaries made up to the end of the financial year.
Results of subsidiaries are consolidated from the date of
acquisition.
Goodwill arising on acquisition is written off against retained
profits.
A separate profit and loss account dealing with the results of
the compa
Corah Annual Report and Accounts, 1984
No full textPrinted annual report and accounts, illustratedContents
Year in brief 1
Notice of meeting 2
Directors and group information 4
Chairman's statement 5
Directors' report 8
Report of the auditors 10
Accounting policies 11
Consolidated profit and loss account 12
Consolidated balance sheet 13
Balance sheet of Corah plc 14
Source and application of group funds 15
Notes to the accounts 17
Group locations 26
Five year record 28
Year in brief
1984 1983
£000 £000
Sales 69,379 59,904
Profit before tax 3,106 2,678
Profit after tax 2,175 2,131
Capital employed 23,984 23,264
Net current assets 6,102 7,831
Net earnings per share 7.2p 7.2p
Dividends per 25p share 4.0p 3.7p
1
2
Notice of meeting
Notice is hereby given that the sixty-sixth annual general meeting of Corah plc
will be held at the registered office, Burleys Way, Leicester on Thursday
9 May 1985 at 12 noon for the following purposes:
1 To receive the directors ' report and accounts for the year ended 31 December·
1984 (resolution 1).
2 To declare a dividend on the ordinary shares (resolution 2).
3 To re-elect directors - Mr F P Bushnell (resolution 3a), Mr S M Almond
(resolution 3b).
4 To re-appoint Peat, Marwick, Mitchell & Co. to hold office as auditors in
accordance with section 14 of the Companies Act 1976 (resolution 4).
5 To authorise the directors to fix the remuneration of the auditors
(resolution 5).
6 To transact any other business of an ordinary general meeting.
Special business
To consider and, if thought fit, to pass the following resolutions:
Resolution 1 will be proposed as an ordinary resolution.
Resolution 2 will be proposed as a special resolution.
1 (a) The authorised share capital of the company be and it is hereby increased
from £10,835,000 to £11,800,000 by the creation of 3,860,000 ordinary
shares of 25 pence each; and
(b) The board be and it is hereby generally and unconditionally authorised to
exercise all powers of the company to allot relevant securities (within the
meaning of Section 14 Companies Act 1980) up to an aggregate nominal
amount of £2,856,250, provided that this authority shall expire on the date
of the next annual general meeting of the company after the passing of
this resolution, save that the company may before such expiry make an
offer or agreement which would or might require relevant securities to be
allotted after such expiry and the board may allot relevant securities in
pursuance of such offer or agreement as if the authority conferred hereby
had not expired and so that the authority conferred by this resolution shall
take effect in substitution for and to the exclusion of any authority
granted prior to the passing of this resolution.
· 2 That subject to the first resolution to be proposed at the annual general
meeting at which this resolution is to be considered having been passed, the
board be and it is hereby empowered pursuant to Section 18 Companies Act
1980 to allot equity securities (within the meaning of Section 17 of that Act)
pursuant to the authority conferred by that resolution as if subsection (1) of
the said Section 17 did not apply to any such allotment provided that this
power shall be limited:
(a) To the allotment of equity securities in connection with a rights issue in
favour of the holders of ordinary shares of the company where the equity
securities respectively attributable to the interests of all holders of
ordinary shares of the company are proportionate (as nearly as may be) to
the respective numbers of ordinary shares held by them (but subject to
such exclusions or other arrangements as the directors may deem
necessary or expedient in relation to fractional entitlements or legal or
practical problems under the laws of or requirements of any recognised
regulatory body of any stock exchange in any territory);
(b) To the allotment of equity securities (otherwise than pursuant to sub-paragraph
(a) above) up to an aggregate nominal value of £572,500;
and so that the power conferred by this resolution shall take effect. in
substitition for and to the exclusion of the power conferred by any resolution
granted prior to the passing of this resolution and shall expire on the date of
the next annual general meeting of the company after the passing of this
resolution save that the company may before such expiry make an offer or
agreement which would or might require equity securities to be allotted after
such expiry and the board may allot equity securities in pursuance of such
offer or agreement as if the power conferred hereby had not expired.
By order of the board
J R Hardwick
Secretary
Burleys Way
Leicester
6 Aprill985
Notes
•
A member entitled to attend and vote is entitled to appoint one or more proxies to
attend and vote instead of him: a proxy need not be a member.
The register of directors ' shareholdings and transactions will be available for reference
at the commencement of and during the continuance of the annual general meeting.
Copies of contracts of service between the company and each of the directors will be
available at the registered office of the company on any weekday, except Saturdays,
during normal business hours and for a period of fifteen minutes prior to the annual
general meeting and during the meeting.
3
•
4
Directors and group information
Directors
G N Corah DL
L 0 Helgeson (Swedish)
F P Bushnell FCCA, FCT
W G Forman
C Greasley ATI
J Menzies
W T C Seabrook
S M Almond BSc
EM Lodge
Secretary
J R Hardwick LLB
Registered Office
Burleys Way
Leicester
Bankers
Lloyds Bank plc
The Toronto Dominion Bank
Merchant Bankers
Executive chairman
Managing director
J Henry Schroder Wagg & Co Ltd
London
Stockbrokers
Cazenove & Co.
London
Solicitors
Slaughter & May, London
Harvey Ingram, Leicester
Auditors
Peat, Marwick, Mitchell & Co
Leicester
Registrars
Lloyds Bank pic
Goring-by-Sea
West Sussex
I
Chairman's statement
The past year
The company acquired Reliance Industrial Holdings PLC and its subsidiaries •
with effect from 4 December 1984.
The group achieved a net profit before taxation of £3,106,000 compared with
£2,678,000, representing an increase of 16 per cent having absorbed a post
acquisition trading loss of £35,000 in respect of the Reliance group and after an
allocation of £75,000 to the Corah employee share participation scheme.
Sales during the past year increased by 16 per cent from £59,904,000 to
£69,379,000 including £1,510,000 from Reliance.
The board is pleased to recommend an increase in the final dividend from 2.2p per
share net to 2.4p per share net, making a total distribution of 4.0p per share net
for the full year compared with 3.7p per share net in respect of 1983.
Review of trading
Trading during the first six months of 1984 was very satisfactory but, whilst
production performance was sustained throughout the second half of the year,
sales of winter merchandise were delayed by the mild weather in November and
December. Our year-end stocks were therefore higher than planned.
Although cost controls have been stringently applied, profit margins have
remained under pressure due mainly to low cost imports creating severe
competition in the high street.
Capital expenditure amounted to £1,935,000 during 1984. We have continued to
invest in advanced technology and design, particularly to support the major
growth areas of leisurewear and knitwear where our order book has developed
strongly.
Our substantial share of the basic product market has been maintained through
improved design and garment engineering.
After several years of progress and profit contribution our business in Canada
showed a marginal loss as a result of particularly adverse trading conditions.
However, the indications for 1985 are more encouraging.
Acquisition of the Reliance group
We successfully bid for the Reliance group of companies during the latter part of
1984.
Reliance's principal activity is the manufacture of underwear, outerwear, pyjamas
and socks. In the year ended 30 April 1984 its turnover amounted to £25 million
and it employed over 1700 people.
Corah and Reliance are therefore involved in the manufacture of a complementary
range of knitted clothing. The two companies operate within the same business
environment and both enjoy important trading links with Marks & Spencer and
other leading retailers.
5
6
Chairman's statement
continued
\
As shareholders will be aware, Corah has in recent years undertaken a major
capital expenditure programme which has considerably improved our efficiency
and competitiveness. This improved efficiency, together with successful
development of design and marketing skills, has enabled our order book to be
expanded and strengthened.
As a result we saw a continuing need to increase our making-up capacity.
Furthermore, our new dyehouse and highly mechanised cutting facilities, both of
which are capital intensive with low unit labour costs, are capable of handling a
greater throughput.
Consequently, the benefits of integrating Reliance into the Corah group include
the introduction to Reliance's factories of additional making-up production
arising from the growing demand for Corah products. Also, Reliance's own order
book provides additional throughput for Corah's knitting, dyeing and automated
cutting facilities . This rationalisation of resources will enable the combined group
to compete more effectively against other major manufacturers in the United ·
Kingdom and against low-priced imports.
We are greatly encouraged by the quality of the workforce and the manufacturing
facilities in Reliance and your board is confident that this acquisition will prove a
sound investment, despite the rapidly deteriorating trading situation at the time
of takeover.
Employee involvement
1984 saw the continued development of our employee relations practices referred
to in my statement last year. Quality Circles have contributed to improved
quality and performance wherever they have been established and we are
therefore encouraging the formation of more Circles during 1985.
We have always recognised the importance of training of employees. Our already
high investment in this field has been further extended by new training
initiatives for management. We are also participating in the government
sponsored Youth Training Scheme with beneficial results.
The development of our communication procedures has seen the piloting in two of
our divisions of team briefing, which seeks to inform employees at all levels of
board policy and departmental matters on a regular basis .
•
Share schemes
In 1981 shareholders approved an executive share option scheme together with
an employee share participation scheme. In 1983 shareholders also sanctioned an
employee savings related share option scheme. The Finance Act 1984 provides a
greater encouragement of employee participation in industry and consequently
approval is being sought from shareholders for modifications to all three schemes
and the introduction of a new executive option scheme so that participating
employees can benefit from the provisions of the 1984 Act. Full details are
outlined in the enclosed circular to shareholders.
Tribute
My colleagues and I wish to thank all our employees for their hard work
throughout the past year and for their continued efforts to improve the
company's performance.
We thank our customers and suppliers for their valued support and co-operation.
Finally, we welcome all those employees who have joined the Corah group during
the past year. Our workforce now exceeds 6000 people.
Outlook
The integration of Reliance is progressing satisfactorily and the rationalisation is
substantially complete. We have stemmed the considerable losses incurred in
1984 and would expect a modest contribution to group profit during the current
year.
Margins remain under pressure. It is increasingly difficult to recover through
higher selling prices the effect of dollar-based raw materials, which constitute a
significant proportion of our costs.
Our market place is influenced by an overwhelming level of low-priced imports.
Against this background it is of paramount importance that the government
takes a supportive attitude towards the British textile industry in negotiations
for a renewal of the multi-fibre agreement on more favourable terms.
Our order book for the current year remains strong. Ever-changing consumer
demand requires a higher degree of design input and production flexibility. We
believe that our continuing investment in advanced technology and people with
creative talent will enable us to increase our market share in those fields which
are truly progressive and profitable.
I ..
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7
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8
Directors' report
The directors submit their annual report and the audited accounts for the year ended
31 December 1984.
Business review
The principal activity of the group is the manufacture and distribution of knitted
clothing and fabrics.
The consolidated profit and loss account is set out on page 12.
A full review of the year's trading and outlook for the group is contained in the
chairman's statement which is adopted by the board as part of its report.
Dividends- paid:
-proposed:
Preference
Ordinary interim of 1.6p per share
Ordinary final of 2.4p per share
to be paid on 16 May 1985 to those
shareholders registered at the
close of business on 10 April1985.
£000
14
474
824
1,312
Current cost accounts have not been prepared as the board consider that they do not
contribute to a better understanding of the group's performance.
Directors
The directors at the date of this report, all of whom served throughout the year, and
their interests in the shares of the company are as follows:
G N Corah
L 0 Helgeson
F P Bushnell
WG Forman
C Greasley
J Menzies
W T C Seabrook
SM Almond
EM Lodge
31 December 1984
Beneficial and
family interests
210,340
10,000
3,000
1,866
26,789
3,000
1,500
1,000
2,571
Options
121,167
116,339
86,522
89,433
89,433
84,426
71,451
72,535
66,662
1 January 1984
Beneficial and
family interests Options
224,940
10,000
3,000
1,866
26,789
3,000
1,500
1,000
2,571
121,167
116,339
86,522
89,433
89,433
84,426
71,451
72,535
66,662
Mr G N Corah, Mr L 0 Helgeson and MrS M Almond hold 20,000 shares jointly as
trustees (1983-20,000).
Mr G N Corah, Mr L 0 Helgeson and Mr F P Bushnell hold 130,434 shares jointly as
trustees (1983-130,434). ,
There have been no changes in the directors' interests between 31 December 1984 and
7 March 1985 .
Re-election of directors
Mr F P Bushnell and Mr S M Almond retire by rotation and, being eligible, offer
themselves for re-election. Both have service contracts with the company with
notice periods of five years.
Substantial shareholders
1,he M & G Group P.L.C. holds 7.4 per cent and the Prudential Assurance Company
Limited holds 5.3 per cent of the ordinary share capital.
Preference
shares Per cent
1 London and Manchester Assurance Company Limited 77,900 23.8
2 The National Farmers Union Mutual Insurance Society Limited 3 3, 600 10.3
3 RoyalBankofScotlandEdinburghNomineesLimited 32,500 9.9
4 DonaldSheardHuntandMrsMargaretCorah 25,000 7.6
5 MagwestNomineesLimited 20,000 6.1
6 GaflacNomineesLimited 20,000 6.1
7 LeslieMichaelCorah 17,762 5.4
The directors are not aware of any other person who holds ·or is beneficially interested in
more than 5 per cent of any class of share capital of the company.
Employees
The company gives every consideration to applications for employment from disabled
persons where the requirements of the job may be adequately covered by a handicapped
or disabled person.
Where employees become disabled the company endeavours to continue to employ them,
provided that there are duties which they can perform bearing in mind the handicap or
disability.
As far as possible, training, career development and promotion will be available to
handicapped and disabled persons where this is in their own as well as the company's
best interests.
The chairman's statement has referred to the board's policy regarding employee
involvement and communication. Every employee of the company receives a copy oi the
employee report which outlines the group's performance and outlook, together with a
quarterly house magazine containing further up to date information on the group's
affairs.
The Companies Act 1980
Following the full implementation of the offer for Reliance Industrial Holdings PLC, the
amount of the authorised but unissued share capital of the company will be considerably
reduced from the level at which it stood prior to the offer. In addition, the authority
given to the directors under Section 14 Companies Act 1980, which was renewed at last
year's annual general meeting and expires at this year's annual general meeting unless
renewed, has been reduced as a result of the issues of shares pursuant to the offer.
As stated in the Directors' 1983 Report, the directors consider that it would be in the
best interests of the company for the board to be given authority to allot unissued
shares, subject to a limit of one-third of the issued ordinary share capital. This would
enable the directors to take advantage of any opportunity which might arise for future
expansion requiring the issue of shares. Accordingly, resolution number 1 under special
business would, if passed, increase the authorised share capital by a sufficient margin to
create further unissued shares, which, together with the existing unissued shares, would
equal approximately one-third of the existing issued ordinary share capital. The second
part of this resolution would grant authority to the directors under Section 14
Companies Act 1980 in respect of the existing and new unissued ordinary share capital.
The increase in authorised share capital also takes account of the requirement for the
company to retain sufficient unissued shares to satisfy the exercise of options under the
company's share option schemes. No Section 14 authority is required for the issue of
such shares.
Resolution number 2 under special business would, if passed, give power to the directors
to allot unissued shares without first having to offer them to existing shareholders. This
power is limited to 5 per cent of the increased ordinary share capital and the resolution
is, therefore, conditional on the passing of the previous resolution.
9
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10
Directors' report
continued
Both the resolutions proposed would expire at the next annual general meeting of the
company and would replace the existing authorities, which were renewed at the last
annual general meeting and expire at this year's annual general meeting.
The directors have no present intention of issuing any of the unissued shares of the
company other than under the option schemes. No issue of shares will be made which
would effectively alter the control of the company without the prior approval of the
shareholders in general meeting.
Political and charitable contributions
During the year, the company made a political contribution of £1,250 to the City and
Industrial Liaison Council, and charitable contributions of £17,797 ..
Company status
The company is not a close company within the terms of the Income and Corporation
Taxes Act 1970.
On behalf of the board
GNCorah
Chairman
7 March 1985
Report of the auditors
To the members of Corah plc
We have audited the accounts on pages 11 to 25 in accordance with approved auditing
standards.
In our opinion the accounts, which have been prepared on the basis of the accounting
policies set out on page 11, give a true and fair view of the state of affairs of the
company and of the group at 31 December 1984 and of the profit and source and
application of funds of the group for the year to that date and comply with the
Companies Acts 1948 to 1981.
The accounts do not include the information required by Statement of Standard
Accounting Practice No 16.
Peat, Marwick, Mitchell & Co
Chartered Accountants
Leicester
7 March 1985
•
I
Accounting policies
Basis of accounting
The accounts are prepared on the historical cost basis of
accounting modified for the revaluation of certain freehold
properties.
Consolidation
The consolidated accounts incorporate the accounts of Corah plc
and its subsidiaries made up to the end of the financial year.
Results of subsidiaries are consolidated from the date of
acquisition.
Goodwill arising on acquisition is written off against retained
profits.
A separate profit and loss account dealing with the results of
the company only has not been presented.
Depreciation of tangible fixed assets
Depreciation is calculated to· write down the cost (or valuation
where applicable) of the following assets on the straight line
method over their expected useful lives:
Freehold buildings
Plant, machinery, boilers and equipment
Vehicles
Computer hardware
Short leaseholds
Valuation of stocks
Years
40 to 100
3 to 25
4and5
5
Period of lease
Stocks are valued at cost or net realisable value, whichever is
the lower. The cost of work-in-progress and finished goods
includes raw materials, direct labour, production overheads
and design and marketing expenses incurred prior to
manufacture.
Deferred taxation
Provision is made for deferred taxation, using the liability
method, only where there is a reasonable probability of
payment in the foreseeable future. Unrelieved advance
corporation tax is carried forward only when it is expected to
be recovered within one year.
Currency translation
All balance sheet items arising in overseas currencies are
translated into sterling at the rate ruling at the date of the
balance sheet. Changes in the sterling equivalent of overseas
profits arising from alterations in exchange rates in the year
are included in group profits and changes in the sterling
equivalent of net assets are taken to reserves.
11
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Consolidated profit and loss account
For the year ended 31 December 1984
Note
1 Thrnover
Cost of sales
12
Gross profit
Distribution and selling costs
Administ
Welcome to Corah's', Employees' Handbook, 1959
No full textPrinted handbook for employees of N. Corah & Sons Lt
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