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Pioneer Cement Limited
Annual Report 1998
CONTENTS
Company information
Notice of Meeting
Chairman's Review and Directors' Report
Auditors' Report to the Members
Balance Sheet
Profit & Loss Account
Statement of Changes in Financial Position
Notes to the Accounts
Pattern of Holding of Shares
COMPANY INFORMATION
BOARD OF DIRECTORS Malik Manzoor Hayat Noon (Chairman)
Javed Ali Khan (Chief Executive)
K. Iqbal Talib
Muhammad Anwar Mir
Dr. Parvez Hassan
Lt. Col. (R) M. Bashir Ahmed
Soren Iversen (FLS)
G. M. Z. Khan (ADD)
Rauf Baksh Kadri (BE)
Muhammad All Shaikh (NDFC)
MANAGEMENT Javed Ali Khan Chief Executive
Usman Masud Khan Director Coordination
Badruddin Fakhri Director Finance & Admin.
I.H. Shamsi Financial Advisor
Talat Saeed Khan General Manager Marketing
Javed Elahi General Manager Works
Nurul Ibad Deputy General Manager
SECRETARY Syed Anwar All
AUDITORS Anjum Asim Shahid & Company, Chartered Accountants
LEGAL ADVISERS Hassan & Hassan (Advocates)
BANKERS Bank Al-Habib
Habib Bank Limited
National Bank of Pakistan
National Development Finance Corporation
Crescent Investment Bank Ltd
REGISTERED OFFICE 1st Floor, Alfalah Bldg., Shahrah-e-Quaid-e-Azam, Lahore.
SHARES DEPARTMENT Registrar
Ford, Rhodes, Robson, Morrow,
12-A, First Floor, Writers Chamber,
Mumtaz Hassan Road, Karachi.
Ph: 2427497
HEAD OFFICE 7th Floor, Lakson Square Building No. 3,
Sarwar Shaheed Road, Karachi.
Ph: 5685052-55 Fax · 5685051
FACTORY Chenki, District Khushab. Ph · 0454-720832
SALES OFFICES Lahore Office:
30-Baber Block, New Garden Town.
Ph: 5867270-71
Faisalabad Office:
103-C, Peoples Colony,
Ph: 724003
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 12th Annual General Meeting of the Members of Pioneer Cement Limited will be
held at 66-67 Garden Block, New Garden Town, Lahore on Wednesday the 31st March, 1999 at 11:30 a.m. to
transact the following business.
1. To confirm the minutes of the last annual general meeting held on 31 st December, 1997.
2. To receive, consider and adopt the audited accounts for the year ended 30th June, 1998 and reports of the
directors and the auditors' thereon.
3. To appoint auditors for the ensuing period and fix their remuneration.
4. To transact any other business as may be placed before the meeting with permission of the Chairman.
By order of the Board
SYED ANWAR ALl
1st March, 1999 Company Secretary
Notes:
i) The share transfer books of the Company shall remain closed from 24th March, 1999 to 31 st March, 1999.
ii) A member entitled to attend, speak and vote at this meeting may appoint another member as proxy to
attend, speak and vote on his/her behalf. Proxies in order to be effective must be received at the registered
office of the company not later than 48 hours before the meeting.
iii) The members are requested to notify change in their address, if any, to the Company's Registrars,
M/s. Ford, Rhodes, Robson, Morrow, 12-A, 1st Floor, Writers Chambers, Mumtaz Hassan Road, Karachi.
CHAIRMAN'S REVIEW AND DIRECTORS' REPORT
It gives me great pleasure to present the annual report and the audited accounts of the Company for the financial
year ended 30th June, 1998 on behalf of the Board of Directors.
GENERAL
The investment activity and the general level of business confidence in the economy remained depressed
during the year under review inspite of a GDP growth of 5.4% as against 1.3% in the preceding year. The
government adopted a number of measures to restore macroeconomic stability and business confidence in the
country but incentive packages did not bring out the required revival and growth in major sectors of the economy.
The cement industry continued to be the victim of falling demand of cement and rising cost of inputs. The
situation was further aggravated when the existing installed capacity further increased by 4.3 million tons due
to commissioning of two new cement plants and three expansion projects of the existing units. The total installed
capacity of the cement sector increased to 16.3 million tons in 1997-98. As against this, the demand of cement
recorded a negative growth of 3% over the preceding year and amounted to 9 million tons. PCL remained under
constant competitive pressure to retain its market share and had to change its marketing strategy and discount
policy.
PRODUCTION & PLANT'S EFFICIENCY
Due to market restraints, the Company could only operate at a capacity of 78.6% as against 108.2% in
the preceding year. The clinker production declined by 27% and amounted to 471,999 tons as against 649,354
tons produced in 1996-97. Consequently, the cement production also decreased by 22.8% and amounted to
530,942 tons as against 688,109 tons in the preceding year. However, the overall level of efficiency of kiln
remained satisfactory and except for the planned frequent shutdowns due to market conditions, the
actual output of clinker per day showed an increase of 6.3% to 2126 TPD over the rated output of 2000 TPD.
MARKETING
The cement prices remained under pressure during most of the year due to excess supply and slow down of  
economic activity in the private and public sectors. The price of the cement came down to its lowest level of
Rs. 2,940/- per ton in December, 1997 from Rs. 3,140/- per ton in June, 1997. The average selling price of
cement declined to Rs. 3,483/- per ton from Rs. 3,538/- per ton in the preceding year. The Company could not
maintain it's previous levels of sales due to aggravation of oversupply caused by five new plants having capacity
of 4.3 million tons and could sell not more than 535,575 tons as against 678,524 tons in 1996-97 registering
a decline of 21% in the sales volume.
PROFITABILITY
The profitability of your company is being squeezed between the rising cost of inputs like high electricity charges,
higher furnace oil prices, high incidence of taxes and lower cement prices caused by depressed demand of
cement. As a result the net sales revenue declined to Rs. 1,030/- million from Rs. 1,213/- million in 1996-97.
Due to stringent controls and cost reduction methods, the Company was able to generate a nominal gross profit
of Rs. 76.7 million which could have been more if the Company had operated at full capacity as in the previous
year. The Company was also able to reduce its administrative and selling expenses besides reducing factory
overhead expenses. Even at the reduced operations and sales volumes, the Company was able to earn an
operating profit of Rs. 10 million as against operating loss of Rs. 2.8 million in the preceding year. After accounting
for financial expenses of Rs. 231 million, the loss for the current year amounted to Rs. 225.9 million. This
compares favourably with the loss of Rs. 293.5 million incurred in the preceding year.
FINANCIAL RESTRUCTURING
Inspite of severe cash flow problems, the Company continued to make payments to the DFI's and paid
Rs. 119 million during 1997-98. The Company has all along maintained that cement projects require longer
repayments periods and any repayment in a short period of seven to eight years puts heavy burden on
their cash flows. The short repayment periods have also no relevance to the useful life of a cement plant
which is to last for 30 to 40 years. Your Company had requested the DFI's to restructure our loans according
to our cash flows and the current crisis in the cement sector. Industrial Development Bank of Pakistan and
Saudi Pak Argicultural & Investment Co. (Pvt) Ltd. had rescheduled their loans. The Board of National Development
Finance Corporation has approved rescheduling of loans in its meeting held on 17th December, 1999. Asian
Development Bank and Asian Finance & Investment Corp. Ltd. who had earlier rescheduled the loans are
inclined to again reschedule the same as soon as conditions in the cement sector are conducive for implementing
a sustainable repayment schedule.
Bankers Equity Ltd. (BEL) have, however, initiated legal proceedings for recovery of their investments. The
company has also filed a suit against BEL amounting to Rs. 1,215 million representing damages which inter-
alia include huge cost overruns of the project caused due to delay in the release of investment by BEL and loss
of profit due to delay in completion of the project.
AUDITORS' QUALIFICATIONS
Going Concern
The auditors have in their report indicated that there exists significant uncertainty that the company will be able
to continue as a going concern on the basis of losses incurred, declining current ratio and non rescheduling of
loans by the Development Financial Institutions (DFIs). Similar apprehensions were expressed in the last audit
report, but you will appreciate that losses are showing a declining trend and current ratio has also improved
subsequent to the rescheduling of loans by NDFC.
In view of the above the Company is confident that the operations of the Company will continue inspite of
temporary difficulties, and the rescheduling of loans by other DFIs expected shortly, will significantly improve             ~
the financial health of the Company.                                                                       :~:~:~:
Exchange Risk Fee
The auditors are of the opinion in the light of a technical release issued by the Institute of Chartered Accountants
of Pakistan, the exchange risk fee should be charged to profit and loss account. However, as per the legal
opinion sought by your Company with reference to the International Accounting Standard No. 23, the Company
can continue to capitalise foreign exchange cover fee payable to State Bank of Pakistan against foreign cur-
rency loans.
Additional Mark-Up
The auditors are of the opinion that since financial restructuring with the DFIs is still in process and the original
schedules of loans have not been revised, additional mark up (penal interest) provided in the loan agreements
with the DFIs for late payment of installments should be charged to the accounts. The contention of the man-
agement is that since it was in principle agreed with all the DFIs that no penal interest / additional mark-up will
be charged on restructuring of loans, the same has not been charged in the accounts. The contention of the
management is further strengthened by the fact that no penal interest has been charged by the DFIs who have
so far rescheduled their loans.
Confirmation of Loan Balances
Auditors have stated in their report that the loan balances as on 30.6.1998 have not been confirmed by the local
DFIs. We feel that since rescheduling of loans was in progress, the DFIs did not confirm the loan balances on
the standard balance confirmation letters issued by the auditors. They however agree that except for penal
interest other accrual have been made in the accounts on the basis of original loan agreements.
FUTURE OUTLOOK
The present crisis in the cement industry is a temporary phenomenon mainly due to depressed demand of
cement and high incidence of taxation. Excise Duty which is the largest single component of the price of cement
is levied at the highest rate of 40% as compared to any country in South Asia. The per capita consumption of
cement in Pakistan has remained stagnant at 70Kg for the last many years whereas in neighbouring India, it
has gone up to 82 Kg. There has been a negative growth of 3% in the demand of cement in Pakistan during
1997-98 as compared to a growth of 9.5% achieved in India. Unless the government accelerates the infrastructure
projects and promotes low cost housing schemes alongwith development of concrete roads, the demand of
cement will continue to be depressed. It is, however heartening to note that the revised public sector development
programme envisages a total outlay of Rs. 110 billion for the next year. The committee appointed by the State
Bank of Pakistan has also taken cognizance of the financial problem of the cement sector and is reported to
have recommended financial restructuring on a massive scale. The gradual reviva of business confidence and
the recent lifting of economic sanctions by aid donor countries will certainly pave the way for increasing eco-
nomic activity in the country and boost the demand of cement in the country.
YEAR 2000 PROBLEM
PCL had already anticipated the year 2000 problem at the time of purchasing hardware and development of 
softwares. However, in some of the equipment of the factory the problem is being attended and is expected
to be solved shortly. As such we do not anticipate to face any year 2000 problem.
ACKNOWLEDGMENT
The Directors would like to express the heartiest thanks to the Directors and Officials of Asian Development Bank,
Asian Finance and Investment corporation, National Development Finance Corporation, National Bank of Pakistan,
Industrial Development Bank of Pakistan and Saudi Pak Industrial and Agricultural Investment Co., for their continued
support to the Company.
Thanks are also due to Nissho Iwai Corporation, Crescent Investment Bank Limited and Pak Libya Holding Co.
for their cooperation with the Company.
The Directors also appreciate the strenuous efforts made by the distributors and the employees of the Company
for producing the best possible results remaining within the crisis situation prevailing in the cement sector. It is
hoped that they will continue to work with the same zeal and spirit.
for and on behalf of the Board of Directors
MALIK MANZOOR HAYAT NOON
Chairman
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed balance sheet of Pioneer cement Limited as at June 30, 1998 and the related
profit and loss account and the statement of changes in financial position, together with the notes forming
part thereof, for the year then ended and we state that:
1. The company has recorded a loss of Rs. 225,936,972 for the year before taxation and prior year adjust-
ments. As at the balance sheet date, the company's current liabilities exceed its current assets by Rs.
1,865,028,047 and its debt equity ratio has further deteriorated during the year. The funds generated from
operations are not even sufficient to cover the financial charges for the year. Further, the company has
been unable to comply with the covenants of financial restructuring agreed with the Asian Development
Bank, which has resulted in the cancellation of the earlier restructuring arrangements. In addition, Bankers
Equity Limited has also filed a legal suit for recovery of their dues. The company requires finances both
for working capital and rescheduling of existing financial obligations. Without such financial support being
available to the company, there is significant uncertainty that the company will be able to continue as a
going concern. These accounts do not include any adjustments that might be necessary should the company
not be able to continue as a going concern.
2. The company has capitalized exchange risk fee amounting to Rs. 65,870,174 (1997: Rs. 79,466,162) as
detailed in note 11.1 to the accounts. However, Technical Release No. 24 of the Institute of Chartered
Accountants of Pakistan read with the provisions of International Accounting Standard No. 23 requires
such fee to be charged to the profit and loss account after the commencement of commercial production.
Had the fee been recognized as an expense, the loss for the year would had been higher by Rs. 63,807,490
after taking into account depreciation of Rs.. 2,062,684 (1997: Rs. 70,836,995) and accumulated losses
would have increased by Rs. 265,745,163 (1997: Rs. 201,937,673).
3. The company has incorporated financial charges without taking into account additional mark-up / penal in-
terest and liquidated damages on overdue installments of long term loans and redeemable capital aggregating
Rs. 288,013,895 (1997: Rs. 250,989,198) as per the loan covenants. We are of the opinion that the company
should have accounted for additional mark-up / penal interest amounting to Rs. 288,013,895 as per the loan
agreements, which if provided would have the effect of increasing the accumulated loss for the year by
  Rs. 288,013,895.
4. Statement of accounts and balance confirmation certificates from financial institutions in respect of long
term (local currency) loans have not been received by us for our verification. Interest has however been
provided on such loans on the basis of original loan agreement except penal interest as discussed in para
3 above. Balances aggregating Rs. 989,311,152 therefore, remained unconfirmed to us.
Except for the financial effects of the foregoing paras 1 to 4 above, and to the extent to which these may affect
the financial results of the company, we report 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 and, after due verification
thereof, we report that:
a) in our opinion, proper books of account have been kept by the company as required by the Companies
Ordinance, 1984;
b) in our opinion:-
I. the balance sheet, profit & loss account and the statement of changes in financial position together
with the notes thereon have been drawn up in conformity with the Companies Ordinance, 1984
and are in agreement with the books of account and are further in accordance with the 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
c) in our opinion and to the best of our information and according to the explanations given to us,
the balance sheet, profit & loss account and the statement of changes in financial position, together
with the notes forming part thereof, give the information required by the Companies Ordinance, 1984,
in the manner so required and respectively give a true and fair view of the companies affairs as at
June 30,1998 and of the loss and the changes in financial statement for the year then ended; and
d) In our opinion no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980.
Place: Karachi Anjum Asim Shahid & Co.
Date: March 05, 1999 Chartered Accountants
Balance Sheet as at June 30, 1998
1998 1997
Note Rupees Rupees
CAPITAL AND LIABILITIES
Share Capital 2 954,371,000 954,371,000
Accumulated loss (469,809,169) (239,095,701)
---------- ----------
484,561,831 715,275,299
Redeemable capital 3 101,835,528 136,736,507
Long term loans 4 990,446,641 1,324,083,732
Liabilities against assets
subject to finance lease 5 5,871,996 15,333,901
Deferred liabilities 6 102,316,877 120,497,551
Long term deposits 565,364 423,000
CURRENT LIABILITIES
Short term loans 7 240,602,379 42,553,138
Current maturities of redeemable 
capital, long term loans and obligations 
under finance lease 8 874,619,100 526,958,936
Creditors, accrued & other liabilities 9 1,034,083,107 1,087,092,564
2,149,304,586 1,656,604,638
Contingencies and commitments 10
---------- ----------
3,834,902,823 3,968,954,628
========== ==========
FIXED ASSETS - TANGIBLE
Operating fixed assets 11 3,446,851,283 3,517,605,498
Assets subject to finance lease 12 31,666,667 36,666,667
Capital work-in-progress 13 399,707 39,222,334
3,478,917,657 3,593,494,499
Long term deposits, prepayments
and deferred cost 14 71,708,627 47,637,439
CURRENT ASSETS
Stores, spares and loose tools 15 135,857,343 135,218,077
Stock in trade 16 42,860,070 86,677,778
Trade debtors 17 26,309,208 55,982,552
Advances, deposits, prepayments
and other receivables 18 37,704,184 31,960,846
Cash and bank balances 19 41,545,734 17,983,437
---------- ----------
284,276,539 327,822,690
---------- ----------
3,834,902,823 3,968,954,628
========== ==========
The annexed notes form an integral part of these accounts
Javed Ali Khan Malik Manzoor Hayat Noon
Chief Executive Chairman
Profit & loss account
for the year ended June 30, 1998
1998 1997
Note Rupees Rupees
Sales 20 1,029,987,719 1,212,826,384
Cost of goods sold 21 953,230,162 1,141,884,558
---------- ----------
Gross profit 76,757,557 70,941,826
Selling and administration expenses 22 66,543,472 73,791,001
---------- ----------
Operating profit / (loss) 10,214,085 (2,849,175)
Other income 23 1,745,980 2,054,754
---------- ----------
11,960,065 (794,421)
Financial charges 24 231,940,879 260,349,936
Other charges 25 5,956,158 32,398,013
---------- ----------
Loss for the year (225,936,972) (293,542,370)
Prior years' adjustments 26 (4,776,496) (10,751,401)
Taxation    27 - 10,358,027
---------- ----------
Loss after taxation (230,713,468) (293,935,744)
Accumulated loss brought forward (239,095,701) 54,840,043
---------- ----------
Accumulated loss carried forward (469,809,169) (239,095,701)
========== ==========
The annexed notes form an intergal part of these accounts.
Javed Ali Khan Malik Manzoor Hayat Noon
Chief Executive Chairman
Statement of changes in financial position
for the year ended June 30, 1998
1998 1997
Rupees Rupees
Cash flow from operating activities
Loss after taxation (225,936,972) (293,542,370)
Add / (less) adjustments for non cash charges
Depreciation 148,063,664 175,321,146
Amortisation of deferred costs 16,744,467 8,497,410
Adjustments / loss on sale of fixed assets 4,735,818 (36,746)
Provision for gratuity 4,202,560 1,090,873
Deferred mark-up (27,160,330) (80,496,325)
---------- ----------
Loss before working capital changes (79,350,793) (189,166,012)
Movement in working capital
(Increase) / decrease in current assets:
Stores, spares and loose tools (639,266) 7,837,125
Stock in trade 43,817,708 (30,641,586)
Trade debtors 29,673,344 64,052,329
Advances, deposits, prepayments and other receivables (Net) (5,743,338) 21,565,666
---------- ----------
67,108,448 62,813,534
Increase / (decrease) in creditors, accrued
and other liabilit