| BOC GASES |
BOC
PAKISTAN LIMITED |
|
|
|
|
|
|
|
|
|
| ANNUAL
REPORT 1997 |
|
|
|
|
| CONTENTS |
|
|
| BOARD
OF DIRECTORS |
|
|
|
| NOTICE
OF ANNUAL GENERAL MEETING |
|
|
|
| THE
YEAR AT A GLANCE |
|
|
|
| CHAIRMAN'S
STATEMENT |
|
|
|
| TEN-YEAR
FINANCIAL REVIEW |
|
|
|
| BUSINESS
LOCATIONS |
|
|
|
| BUSINESS
DIVISIONS, PRODUCTS AND |
|
| SERVICES |
|
|
|
| STATEMENT
OF VALUE ADDED |
|
|
|
| DIRECTORS'
REPORT |
|
|
|
| PATTERN
OF SHAREHOLDINGS |
|
|
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
|
|
| PROFIT
AND LOSS ACCOUNT |
|
|
|
| BALANCE
SHEET |
|
|
|
| CASH
FLOW STATEMENT |
|
|
|
| NOTES
TO THE ACCOUNTS |
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|
|
|
|
| BOARD OF |
|
Chairman |
|
| DIRECTORS |
J R RAHIM |
|
|
|
|
Managing Director |
|
|
|
J ANWAR |
|
|
|
|
|
Directors |
|
|
|
R S GRANT |
|
|
|
C G LEON |
|
|
|
R AHMAD |
|
|
|
I HUSAIN |
|
|
|
A U KHAWAJA |
|
|
|
S QURESHI |
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|
|
|
|
Secretary |
|
|
|
M ASLAM |
|
|
| Bankers |
|
BANK OF AMERICA NT &
SA |
|
|
|
STANDARD CHARTERED BANK |
|
|
|
ANZ GRINDLAYS BANK PLC |
|
|
|
EMIRATES BANK
INTERNATIONAL PJSC |
|
|
|
CITIBANK NA |
|
|
|
SOCIETE GENERALE |
|
|
|
THE FRENCH &
INTERNATIONAL BANK |
|
|
|
DEUTSCHE BANK AG |
|
|
|
FAYSAL BANK LTD. |
|
|
|
MASHREQ BANK PSC |
|
|
|
NATIONAL BANK OF PAKISTAN |
|
|
|
MUSLIM COMMERCIAL BANK
LTD. |
|
|
| Auditors |
|
A F FERGUSON & CO. |
|
|
|
|
| Solicitors |
|
SURRIDGE & BEECHENO |
|
|
|
|
| Registered
Office |
WEST WHARF, KARACHI-74000 |
|
|
|
| NOTICE
OF ANNUAL |
|
| GENERAL
MEETING |
|
|
| Notice
is hereby given that the Forty-Ninth Annual General Meeting of BOC PAKISTAN |
|
| LIMITED
will be held at Karachi Sheraton Hotel & Towers, Club Road, Karachi on
Saturday, |
|
| the
24th day of January 1998 at 10.30 a.m. to transact the following business: |
|
|
| 1.
To confirm the Minutes of the 48th Annual General Meeting held on 04 February
1997. |
|
|
|
|
| 2.
To receive and consider the Statement of Accounts for the year ended 30
September |
|
| 1997
and Reports of the Directors and Auditors thereon. |
|
|
| 3.
To declare a final dividend of Rs 4.50 per ordinary share, as recommended by
Directors. |
|
|
| 4.
To appoint Auditors and fix their remuneration. |
|
|
| 5.
Any other business which may legally be transacted at an Annual General
Meeting. |
|
|
| NOTES: |
|
|
| i)
A member entitled to attend the Annual General Meeting is entitled to appoint
a Proxy to |
|
| attend,
speak and vote in his place at the Meeting. No person shall act as a Proxy
(except |
|
| for
a Corporation) unless he is entitled to be present and vote in his own right.
Instrument |
|
| appointing
Proxy must be deposited at the Registered Office of the Company at least 48 |
|
| hours
before the time of the Meeting. |
|
|
| ii)
The Share Transfer Books of the Company will be closed from 10 January to 24
January |
|
| 1998,
both days inclusive. |
|
|
| iii)
Shareholders are requested to notify any change in address immediately. |
|
|
|
| THE
YEAR AT A GLANCE |
|
|
|
|
1997 |
1996 |
|
|
|
(Rupees in thousand) |
|
|
| Sales |
|
|
838,584 |
828,811 |
|
| Operating
Profit |
|
251,843 |
258,206 |
|
| Profit
before Tax |
|
284,719 |
268,535 |
|
|
|
---------- |
---------- |
|
| Shares
in Issue (of Rs 10 each) |
|
18.144M |
18.144M |
|
|
|
---------- |
---------- |
|
| Dividend
- per share |
|
Rs 6.00 |
Rs 5.30 |
|
| - payout |
|
108,864 |
96,163 |
|
| - cover |
|
2.40x |
2.15x |
|
|
|
---------- |
---------- |
|
| Capital
Expenditure |
|
1,125,428 |
199,197 |
|
|
|
---------- |
---------- |
|
| Capital
Employed at Year End |
|
1,218,937 |
200,059 |
|
| Return
on Average Capital Employed |
|
34.50% |
142.60% |
|
| (based
on Profit before interest, mark-up and tax) |
|
| Net
Asset Backing at Year End |
|
Rs 32.93 |
Rs 24.55 |
|
| Number
of Permanent Employees at Year End |
551 |
553 |
|
|
|
|
|
|
|
|
|
| CHAIRMAN'S
STATEMENT |
|
|
| The
year 1996-97 was a difficult year as it witnessed important political and
economic |
|
| changes.
The overall performance of the economy during the year remained below |
|
| expectations
in that large scale manufacturing sector which is the main driver of |
|
| demand
for company's gases and welding businesses recorded a decline. I am, |
|
| however,
pleased to report that despite significant challenges on all management |
|
| fronts,
your company closed the financial year with a positive growth in its
turnover. |
|
|
| The
present government which assumed office in February 1997 has embarked upon |
|
| a
new strategy of broad based structural reforms. The World Bank and other
international |
|
| donor
agencies have also expressed endorsement of new economic directions adopted |
|
| by
the government and have extended their financial support. It is hoped that
several |
|
| reforms
undertaken by the present government would provide a durable stabilisation |
|
| of
macro-economic situation and stimulate economic growth in the country. |
|
|
| As
stated last year, your company is carrying out a new capacity expansion in |
|
| a
100 ton/day air separation plant and a 390M3/Hr hydrogen facility at Port
Qasim |
|
| to
meet ICl's needs and requirement of gases in the merchant market. I am
pleased |
|
| to
say that the construction is going as planned. Your company feels that as a |
|
| result
of this facility it is well placed to take advantage of the growth
opportunities |
|
| in
various market sectors. |
|
|
|
| TEN-YEAR
FINANCIAL REVIEW |
|
|
| Operating
Results |
|
1988 |
1989 |
1990 |
|
|
|
Rs 000 |
Rs 000 |
Rs 000 |
|
| Sales |
|
190,505 |
218,199 |
267,256 |
|
| Operating
Profit |
|
34,629 |
39,381 |
52,309 |
|
| Interest
and Mark-up, Net |
(389) |
(1,831) |
(5,819) |
|
|
|
========== |
========== |
========== |
|
| Profit
before Taxation |
|
32,339 |
34,737 |
43,459 |
|
| Taxation |
|
(17,038) |
(19,332) |
(21,729) |
|
|
|
---------- |
---------- |
---------- |
|
| Profit
after Taxation |
|
15,301 |
15,405 |
21,730 |
|
| Dividends |
|
(8,316) |
(8,316) |
(9,979) |
|
| Tax
on Bonus Shares |
|
- |
- |
- |
|
|
---------- |
---------- |
---------- |
|
| Retained
Surplus |
|
6,985 |
7,089 |
11,751 |
|
|
========== |
========== |
========== |
|
| Capital
Employed |
|
|
| Paid-up
Capital |
|
30,240 |
30,240 |
36,288 |
|
| Reserves |
|
69,306 |
76,395 |
82,098 |
|
|
|
---------- |
---------- |
---------- |
|
| Shareholders'
Fund |
|
99,546 |
106,635 |
118,386 |
|
| Deferred
Taxation |
|
- |
- |
9,900 |
|
| Long-term
Liabilities & Borrowings |
19,558 |
34,903 |
59,754 |
|
| (net
of cash) |
|
---------- |
---------- |
---------- |
|
|
119,104 |
141,538 |
188,040 |
|
|
|
========== |
========== |
========== |
|
| Represented
by: |
|
|
| Fixed
Assets |
|
74,923 |
99,235 |
140,714 |
|
| Working
Capital |
|
44,181 |
42,303 |
47,326 |
|
|
|
---------- |
---------- |
---------- |
|
|
|
119,104 |
141,538 |
188,040 |
|
|
========== |
========== |
========== |
|
| Statistics |
|
|
| Expenditure
on Fixed Assets |
5,360 |
36,622 |
53,397 |
|
| Annual
Depreciation |
|
12,169 |
11,874 |
11,350 |
|
|
|
|
|
| Adjusted
Earnings per share--Rupees |
0.84 |
0.85 |
1.20 |
|
| (Note) |
|
|
|
| Adjusted
Dividend per share--Rupees |
0.46 |
0.46 |
0.55 |
|
| (Note) |
|
|
|
| Dividend
Cover--Times |
|
1.84x |
1.85x |
2.18x |
|
| Adjusted
Net Asset Backing |
|
|
| per
share Rupees (Note) |
|
5.49 |
5.88 |
6.52 |
|
| Return
on average Shareholders' Fund |
|
|
| (based
on profit after tax) |
15.90% |
14.90% |
19.30% |
|
| Dividend
paid on average |
|
| Shareholders'
Fund |
|
8.70% |
8.10% |
8.90% |
|
| Return
on average Capital Employed |
|
| (based
on profit before interest/ |
|
| mark-up
& tax) |
|
28.50% |
28.10% |
29.90% |
|
|
|
| 1991 |
1992 |
1993 |
1994 |
1995 |
1996 |
1997 |
|
| Rs 000 |
Rs 000 |
Rs 000 |
Rs 000 |
Rs 000 |
Rs 000 |
Rs 000 |
|
|
| 331,130 |
418,670 |
510,842 |
550,643 |
694,115 |
828,811 |
838,584 |
|
| 70,635 |
104,986 |
135,329 |
148,734 |
208,132 |
258,206 |
251,843 |
|
| (5,982) |
(2,606) |
2,451 |
13,554 |
21,871 |
20,697 |
19,604 |
|
| ========== |
========== |
========== |
========== |
========== |
========== |
========== |
|
| 60,530 |
96,926 |
131,441 |
156,956 |
226,990 |
268,535 |
264,719 |
|
| (29,293) |
(41,298) |
(51,493) |
(56,636) |
(66,376) |
(62,039) |
(3,815) |
|
|
| ---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
|
| 31,237 |
55,628 |
79,948 |
100,320 |
160,614 |
206,496 |
260,904 |
|
| (12,701) |
(26,611) |
(38,707) |
(48,384) |
(72,576) |
(96,163) |
(108,864) |
|
| - |
- |
- |
- |
- |
(12,096) |
- |
|
| ---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
|
| 18,536 |
29,017 |
41,241 |
51,936 |
88,038 |
98,237 |
152,040 |
|
| ========== |
========== |
========== |
========== |
========== |
========== |
========== |
|
| 36,288 |
48,384 |
48.38 |
60.48 |
60.48 |
181.44 |
181,440 |
|
| 100,634 |
117,555 |
158,796 |
198.64 |
286,674 |
263,951 |
415,991 |
|
| ---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
|
| 136,922 |
165,939 |
207,180 |
259.12 |
347,154 |
445,391 |
597,431 |
|
| 10,000 |
10,200 |
9,700 |
9,600 |
- |
- |
- |
|
| 21,301 |
4,911 |
(64,825) |
(119,085) |
(199,654) |
(245,332) |
621,506 |
|
| ---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
|
| 168,223 |
181,050 |
152,055 |
149,631 |
147,500 |
200,059 |
1,218,937 |
|
| ========== |
========== |
========== |
========== |
========== |
========== |
========== |
|
| 142,202 |
162,732 |
162,369 |
168,497 |
171,318 |
337,548 |
1,419,210 |
|
| 26,021 |
18,318 |
(10,314) |
(18,866) |
(23,818) |
(137,489) |
(200,273) |
|
| ---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
|
| 168,223 |
181,050 |
152,055 |
149,631 |
147,500 |
200,059 |
1,218,937 |
|
| ========== |
========== |
========== |
========== |
========== |
========== |
========== |
|
| 20,023 |
40,820 |
23,020 |
30,830 |
29,974 |
199.20 |
1,125,428 |
|
|
| 18,502 |
20,289 |
23,178 |
24,328 |
27,027 |
32,860 |
43,690 |
|
|
|
|
|
|
| 1.72 |
3.07 |
4.41 |
5.53 |
8.85 |
11.38 |
14.38 |
|
|
| 0.70 |
1.47 |
2.13 |
2.67 |
4.00 |
5.30 |
6.00 |
|
|
| 2.46x |
2.09x |
2.07x |
2.07x |
2.21x |
2.15x |
2.40x |
|
|
|
|
|
|
| 7.55 |
9.15 |
11.42 |
14.28 |
19.13 |
24.55 |
3,293 |
|
|
| 24.50% |
36.70% |
42.90% |
43.0o/° |
53.00% |
52.10% |
50.00% |
|
|
| 9.90% |
17.60% |
20.70% |
20.80% |
23.90% |
24.30% |
20.90% |
|
|
|
| 37.30% |
57.0% |
77.40% |
95.10% |
138.10% |
142.60% |
34.50% |
|
|
| Note:
Figures restated based on bonus issues. |
|
|
|
| BUSINESS
LOCATIONS |
|
|
| REGISTERED |
|
| AND
HEAD OFFICE |
Karachi |
P.O. Box 4845, West Wharf |
|
|
|
|
Phones: (021) 2313361 (9
lines) |
|
|
|
|
Fax: 2312968 |
|
|
|
|
|
| NORTH |
|
|
|
| WESTERN
REGION |
Lahore |
P.O. Box 205, |
|
Oxygen/Nitrogen &
Argon Factory |
|
|
|
|
Shalamar Link Road, |
|
Acetylene Factory |
|
|
|
|
Moghalpura |
|
|
Nitrous Oxide Factory |
|
|
|
|
Phones: (042) 6824091 (4
lines) |
|
|
|
|
Fax: 6817573 |
|
|
|
|
|
|
Rawalpindi |
267, Saddar Road |
|
Sales Depot |
|
|
|
Phones: (051)566441,
585670 |
|
|
|
Fax: 585670 |
|
|
|
|
|
Multan |
Opp. Khakwani House, |
|
Sales Depot & |
|
|
|
Vehari Chowk, Vehari Road |
Oxygen Compressing
Station |
|
|
|
Phones: (061) 526141,
529820, 529568 |
|
|
Faisalabad |
Altaf Ganj Chowk, |
|
Sales Depot & |
|
|
|
Near Usman Flour Mills, |
|
Oxygen Compressing
Station |
|
|
|
Jhang Road |
|
|
|
Phones: {041) 653463,
650564 |
|
|
Gujranwala |
Pindi By-Pass, G.T. Road |
|
Sales Depot & |
|
|
|
Phones: {0431) 254720,
259115 |
Oxygen Compressing
Station |
|
|
Wah Cantonment |
Kabul Road |
|
Acetylene Factory |
|
|
|
Phone: (0596) 2477 |
|
|
Taxila |
Adjacent to Heavy |
|
Oxygen/Nitrogen Factory |
|
|
|
|
Mechanical Complex No. 2 |
|
|
|
|
Phones: (051) 581681 (2
lines) |
|
|
|
Ext: 363 |
|
|
|
(0596) 535591-9 |
|
|
Nowshera |
C/o Associated Industries
Ltd. |
Sales Depot |
|
|
Amangarh |
|
|
|
Phone: (0923) 610559 |
|
|
|
|
Peshawar |
Jhagra Chowk, G.T. Road |
|
Sales Depot & |
|
|
|
Phones: (091) 261573 (2
lines) |
Oxygen Compressing
Station |
|
|
|
|
| SOUTHERN
REGION |
Karachi |
West Wharf |
|
Oxygen/Nitrogen &
Argon Factory |
|
|
|
Phones: (021) 2313361 (9
lines) |
Acetylene Factory |
|
|
|
Fax: 2312968 |
|
Nitrous Oxide Factory |
|
|
|
|
Speciality Gases |
|
|
|
Eastern Zone. Port Qasim |
|
Oxygen/Nitrogen &
Argon Factory |
|
|
|
Phone: (0321)235217 |
|
Hydrogen Factory |
|
|
|
|
|
|
Hyderabad |
Kh. Gharib Nawaz Road |
|
Sales Depot |
|
|
|
C/o Wazir All Industries
Ltd., Hall Road |
Oxygen Compressing
Station |
|
|
|
Phone: (0221) 880930 |
|
|
|
Sukkur |
Bandani Colony No. 1, |
|
Sales Depot |
|
|
|
Main Shikarpur Road |
|
|
|
Phone: (071) 614791 |
|
|
|
Quetta |
C-8, Kabir Bldg., M.A.
Jinnah Road |
Sales Depot |
|
|
|
Phone: (081) 824637 |
|
|
|
7-7/9-497, Toghi Road, |
|
Oxygen Compressing
Station |
|
|
|
Phone: (081) 838498 |
|
|
|
Hub 65/67, Mauza Pathara, |
Oxygen/Nitrogen &
Argon Factory |
|
|
|
|
RCD Highway, Hub Chowki |
|
Hydrogen Factory |
|
|
|
|
Phones: (0202) 32294,
32295, 33771 |
|
|
|
|
Fax: (0202) 33770 |
|
|
| MANUFACTURING |
Karachi |
West Wharf |
|
|
Electrode Factory |
|
|
|
|
Phones: (021) 2313361 (9
lines) |
|
|
|
| BUSINESS
DIVISIONS, |
|
| PRODUCTS
AND SERVICES |
|
|
| GASES |
|
|
HEALTH CARE |
|
WELDING |
|
| Industrial
Gases |
|
Medical Gases |
|
Gas Welding & Cutting |
|
|
|
|
| Compressed
Oxygen |
|
Medical Oxygen |
|
Regulators |
|
| Liquid
Oxygen |
|
Liquid Medical Oxygen |
|
Cutting Torches |
|
| Aviation
Oxygen |
|
Nitrous Oxide |
|
Welding Torches |
|
| Compressed
Nitrogen |
|
Entonox |
|
Cutting Machines |
|
| Liquid
Nitrogen |
|
Medical Air |
|
Gas Control Equipment |
|
| Pure Argon |
|
|
|
Safety Equipment |
|
| Compressed
Air |
|
Medical Equipment |
|
Flame Cleaning |
|
| Dissolved
Acetylene |
|
|
Thermic Lancing |
|
| Hydrogen |
|
|
Anaesthetic |
|
Gas Welding Rods |
|
|
|
Analgesic |
|
Fluxes |
|
| Industrial
Pipelines |
|
Patient Monitoring
Equipment |
|
|
|
· Blood Pressure |
|
| Speciality
Gases |
|
Monitors-Non invasive |
|
Electric Welding |
|
|
|
· CO2 Monitors |
|
| High
Purity Gases |
|
· ECG
Monitors/Cardiographs |
Welding Machines |
|
| Research
Grade Gases |
|
· Oximeters |
|
· Automatic |
|
| Gaseous
Chemicals |
|
· Agent Monitors |
|
· Semi-automatic |
|
| Calibration
Mixtures |
|
· Oxygen Monitors |
|
· Manual |
|
| Argon
Mixtures |
|
· Volume Monitors |
|
Welding Consumables |
|
| Welding
Gas Mixtures |
|
Oxygen Therapy |
|
· Welding Electrodes |
|
| Sterilisation
Gases |
|
Resuscitation |
|
· MIG Welding Wires |
|
| Helium® |
|
|
Anaesthesia Equipment |
|
· TIG Welding Wires |
|
| FREON®
Refrigerants |
|
Intensive Care
Ventilators |
Accessories |
|
|
|
Incubators & Tents |
|
| FREON®
Solvents |
|
|
|
|
Infant Warming Systems |
|
| SUVA®
Refrigerants |
|
Wall Rail/Modular Head
Walls |
|
| FORMACEL®
Blowing Agents |
Suction |
|
| DYMEL®Propellants |
|
Medical Pipelines |
|
|
|
· Design Consultants |
|
|
|
· Installation |
|
|
|
· Maintenance Service |
|
|
|
Vaporizer Service &
Calibration |
|
|
|
· Infusion & Syringe
Pumps |
|
|
|
· Ultra Sound Systems |
|
|
|
· Defibrillators |
|
|
| NATURE OF |
|
| BUSINESS |
|
The main business areas
of the Company are: |
|
|
|
- Industrial Gases |
|
|
|
- Speciality Gases |
|
|
|
- Health Care--Medical
Gases and Equipment |
|
|
|
- Welding Products |
|
|
|
BOC Pakistan is an
associate Company of The BOC Group plc, U.K. which adds |
|
|
|
value to a wide range of
industries and activities worldwide: from electronics and |
|
|
|
food to environmental
clean-up; from pharmaceutical to sophisticated equipment |
|
|
|
for hospitals; from
coating most of the world's high performance glass to distributing |
|
|
|
food, clothes and other
consumables. |
|
|
|
|
|
|
|
| STATEMENT
OF VALUE ADDED |
|
| BY
BOC PAKISTAN DURING 1997 |
|
|
| The
statement below shows the amount of wealth generated by the company employees |
|
| and
its assets during the year and the way this wealth has been distributed: |
|
|
|
|
1997 |
|
1996 |
|
|
|
|
Rs 000 |
% |
Rs 000 |
% |
|
| Wealth
Generated |
|
|
|
|
|
| Total
revenue, net of sales tax |
871,128 |
|
860,114 |
|
|
| Bought-in-materials
& services |
(390,692) |
|
(379,676) |
|
|
|
|
---------- |
|
---------- |
|
|
|
|
480,436 |
100 |
480,438 |
100 |
|
|
|
========== |
|
========== |
|
|
| Wealth
Distributed |
|
|
| To
Employees |
|
|
| Salaries,
benefits & related costs |
125,271 |
26 |
111,937 |
23 |
|
| To
Government |
|
|
|
|
|
| Income
Tax on Profit, Workers' |
|
| Funds,
Import Duties (exclusive of capital |
|
| items)
and un-adjustable Sales Tax |
50,571 |
10 |
141,241 |
29 |
|
| To
Providers of Capital |
|
|
| Dividends
to shareholders |
108,864 |
23 |
96,163 |
20 |
|
| Retained
in the Business |
|
|
|
|
| For
replacement of fixed assets: |
|
| depreciation |
|
43,690 |
9 |
32,860 |
7 |
|
| To
provide for growth: |
|
|
| retained
profit |
|
152,040 |
32 |
98,237 |
21 |
|
|
|
---------- |
|
---------- |
|
|
|
480,436 |
100 |
480,438 |
100 |
|
|
|
========== |
|
========== |
|
|
|
| DIRECTORS'
REPORT |
