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Diamond Industries Limited
Annual Report 2000
CONTENTS
DIAMOND INDUSTRIES LIMITED
Company Information
Notice of Meeting
Directors' Report
Auditors' Report
Balance Sheet
Profit and Loss Account
Cash Flow Statement
Notes to the Accounts
Pattern of Shareholding
ACCOUNTS OF SUBSIDIARY COMPANY
DIAMOND POLYMERS (PVT) LIMITED
Company Information
Auditors' Report
Balance Sheet
Profit and Loss Account
Cash Flow Statement
Notes to the Accounts
Pattern of Shareholding
CONSOLIDATED FINANCIAL STATEMENT
DIAMOND INDUSTRIES LIMITED AND SUBSIDIARY
General Information (Subsidiary)
Auditors' Report to the
Board of Directors
Consolidated Balance Sheet
Consolidated Profit and Loss Accounts
Consolidated Cash Flow Statement
COMPANY INFORMATION
BOARD OF DIRECTORS: MR. WAQAR A. SHAFFI
Chairman/Chief Executive
MR. MUHAMMAD SAEED
MR. SHARIQ IFTIKHAR
MR. M.H. PERVEZ
SYED M. NAWAZ
MR. SOHAIL MALIK
MR. AMANULLAH GULZAR
COMPANY SECRETARY: NAZIR AHMAD
AUDITORS: SALEEM AHSAN & CO.
Chartered Accountants
LEGAL ADVISORS: IRTIZA ALI NAQVI & ASSOCIATES
BANKERS: ALLIED BANK OF PAKISTAN LIMITED
EMIRATES BANK INTERNATIONAL
FIDELITY INVESTMENT BANK LIMITED
GULF COMMERCIAL BANK LIMITED
NATIONAL BANK OF PAKISTAN
PLATINUM COMMERCIAL BANK LIMITED
REGISTERED OFFICE: PLOT NO. 25, GADOON AMAZAI,
INDUSTRIAL ESTATE, SWABI (N.W.F.P.)
TEL: 05372-70297, 70397, 70597
WORKS: PLOT NO. 25, GADOON AMAZAI
INDUSTRIAL ESTATE, SWABI (N.W.F.P.)
TEL: 05372-70297
SHARES DEPARTMENT: MALIK BAGH, BARADARI ROAD,
SHAHDARA, LAHORE.
TEL: 111-111-666, 7932001-7
FAX: 92-42-7925299, TLX: 44590 DRM PK.
Email: diamond@brain.net.pk
NOTICE OF MEETING
NOTICE is hereby given that the 11th Annual General Meeting of Diamond Industries Limited, will be held at
Principal Office of the Company at Malik Bagh, Baradari Road, Shahdara, Lahore, on February 14, 2001 at
2.00 P.M. to transact the following business:
1. To confirm the minutes of the last General Meeting held on 27th December, 1999.
2. To receive, consider and adopt the Annual Audited Accounts of the Company together with the Auditors'
and Directors' Reports for the period ended June 30, 2000.
3. To appoint Auditors and fix their remuneration.
4. To approve the interim cash dividend @ 30% already declared and paid.
5. To consider any other matter of the Company with the permission of the Chair.
SHARE REGISTRAR ADDRESS: By Order of the Board
Soft Link (Pvt) Limited
Wings Arcade, 1-K (Commercial) ( NAZIR AHMAD )
Model Town, Lahore. Company Secretary
Lahore
Dated: 23rd January, 2001
NOTES:
1. The share transfer books of the Company will be closed from February 14, 2001 to February 20, 2001
(both days inclusive)
2. A member entitled to attend and vote at this Meeting may appoint another member as his/her proxy to
attend and vote on his/her behalf. The instrument appointing a proxy must be received by the Company
not later than 48 hours before the meeting.
3. Members are requested to notify any change in address immediately.
4. Kindly quote Folio Number in all correspondence with the Company.
DIRECTORS' REPORT TO THE MEMBERS
I welcome you to the 11th Annual General Meeting of your company and pleased to present to you on behalf
of the Board of Directors the financial results of the company alongwith the Audited Accounts for the year
ended June 30, 2000.
The financial results of the company are as under:
(In Rs.)
Profit for the year 24,421,646
Un-appropriated profit/(loss) b/f 103,148,102
------------
127,569,748
Interim Cash Dividend (paid) 10,353,600
------------
Unappropriated profit c/f to balance sheet 117,216,148
==========
REVIEW
The company has been able to record profits on account of other income earned by the company on its short
term investments which clearly shows that the funds of the company has been invested in a prudent manner
so much so that the company had been able to declare an interim cash dividend at the rate of Rs. 3.00 per
share during the year. The profits in this head would have been much higher had it not been for acts of
CHEATING, FRAUD, MANIPULATION and UNFAIR PLAY by the Chairman, Vice Chairman, office bearers,
directors, management and certain members of the Karachi Stock Exchange during the period of July 1999
to June 2000. In this manner the culprits caused tremendous losses to the portfolio of the company. Your
company is presently engaged and is in the process of investigating and identifying the culprits and thereafter
intends to claim and recovering damages from them. In this regards various representations have been made
to the SECP and government.
During the year the directors had planned to restart manufacturing activities at Gadoon Factory and for this
purpose had imported the necessary raw materials. However, due to negative attitude of the Central Board of
Revenue, this could not be achieved. The raw materials were thus transferred to our subsidiary namely Diamond
Polymers (Pvt) Ltd. A.J.K. on cost to cost basis. Thus our factory in Gadoon Amazai is still closed and the
directors have opted to keep the factory closed until final resolution of dispute with CBR.
Meanwhile, the Directors are pleased to inform you that the Honorable Supreme Court has accepted our appeal
for compensation/quota vide judgement dated 5th. June, 2000. The operative part of the judgement is reproduced
below :-
"After examining the case we are of the considered view that the case of the appellant is also similar to that of
M/s Alkhair Gadoon and M/s Khyber Plastic Industries, therefore, it was entitled to the same benefits in the
matter of determination/assessment of one time compensation as it fell in the same category, therefore, was
entitled to assessment and determination of compensation on the basis of the same criteria which was applied
in the case of the said two industries as to size of industry, additional machinery and number of shifts, etc., and
in not doing so, the respondent- authorities have discriminated the appellant which was violative of the fundamental
right of equality before law and equal treatment as guaranteed by the Constitution. The decisions made by the
respondents in the matter of determination of one time compensation is also not in consonance with letter and
spirit of the above principles that in such matters, maximum benefit is to be given to the affectees in financial
matters, for the said decision was made for the purposes of granting them relief which could not be denied on
mere technicalities.
For the foregoing reasons, this appeal is accepted, decisions already made by the respondents in the matter of
determination/assessment of one time compensation in the case of the appellant inclusive of order dated
27-4-2000 of Member (Customs) CBR are hereby declared to be without lawful authority and of no legal effect
and quashed. The Member, Central Board of Revenue is hereby directed to decide afresh the case of the appellant
as regards one time relief of 25% to the total duty value of the raw materials on the basis of the same criteria
and the parameters applied in the case of M/s. Alkhair Gadoon and M/s. Khyber Plastic Industries and full benefit
should be given in the light of the observations and the facts noted above. As the matter has already been delayed,
the needful shall be done within one month from the receipt of this judgment.
Till the matter is decided, status quo is maintained as regards recoveries and encashment of guarantee, etc".
Inspite of clear directions of the Honorable Supreme Court the CBR is still engaged in delaying tactics and
efforts to frustrate the course of law and the rights of your company. Our claim pending with the Central Board
of Revenue, which has been computed in accordance with the Judgement of the Honorable Supreme Court,
is to the tune of Rs.470,000,000/. It is now hoped and anticipated that the CBR will be compelled to entertain
and settle our claim.
The CBR applied illegal and undue pressure on M/s Allied Bank Of Pakistan for encashment Of guarantees
inspite of restraining orders of the Supreme Court. The Bank finally succumbed to the pressures and arbitrarily
paid the CBR Rs. 260,568,683/- and simultaneously created demand finance against the company to the tune
of Rs.209,405,218/. Markup of about Rs. 17 million has also been charged by the bank. In the aftermath of
the favorable judgement of the Court, the company intends to claim all amounts including markup from the
CBR in due course.
Due to these and other discriminatory, illegal acts of the Central Board of Revenue your company is faced with
unprecedented financial constraints and is struggling to manage the present situation.
DIVIDEND
Your Company had already declared and paid interim cash dividend @ 300/6 on March 07, 2000. The Directors
in order to financially support the Company have opted to forego the interim dividend announced in March
2000 on their shareholding.
SUBSIDIARY
Your Directors are further pleased to report that our subsidiary namely M/s Diamond Polymers (Pvt) Ltd. (Azad
Jammu & Kashmir) has performed very well during this financial year and doubled its sales to the tune of
Rs. 588 million from Rs. 275 million last year. This positive result is in spite of increase in cost of raw materials
due to increase in international prices and rupee devaluation and simultaneous decrease in selling price due
to stiff resistance from competitors. This has been achieved due to a very aggressive sales and publicity policy.
In this manner the company has increased its market share and net profit, which if sustained, will be beneficial
in the long run. The accounts of DPOL are annexed for your reference.
AUDITORS
The retiring auditors M/s Saleem Ahsan and Company, Chartered Accountants shall retire and being eligible
offer themselves for re-appointment.
PATTERN OF SHAREHOLDING
The pattern of shareholding under Section 236 of the Companies Ordinance I984 is annexed to this report.
DIRECTORS
The board places on record its appreciation for the valuable services rendered by the outgoing Chairman and
Chief Executive Mr. Iftikhar A. Shaffi having resigned and greets Mr. Waqar A. Shaffi as the new Chairman
and Chief Executive of the Company. The board also takes the opportunity to welcome Mr. Amanullah Gulzar
as the new director appointed by the board to fill up the casual vacancy.
On behalf of the board I would like to thank all the staff and the management for efforts and contribution.
For and on behalf of the Board
Lahore ( WAQAR A. SHAFFI )
Dated: 23rd January, 2001 CHIEF EXECUTIVE
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed Balance Sheet of DIAMOND INDUSTRIES LTD., as at June 30, 2000 and the related
Profit & Loss Account, Cash Flow Statement and the Statement of Changes in equity together with the Notes
forming part thereof, for the year then ended and we state that we have obtained all the information and explanation
which, to the best of our knowledge and belief, were necessary for the purposes of our audit.
It is the responsibility of the company's management to establish and maintain a system of internal control and
prepare and present the above said statements in conformity with the approved accounting standards and the
requirement of the Companies Ordinance, 1984. Our responsibility is to express our and opinion to these statements
based on our audit.
We conducted our audit in accordance with the auditing standards as applicable in Pakistan. These standards require
that we plan and perform the audit to obtain reasonable assurance about whether the above said statement are free
of any material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the above said statements. An audit also includes assessing the accounting policies and significant
estimates made by management, as well as evaluating the overall presentation of the above said statements. We
believe that our audit provides a reasonable basis for our opinion and, after due verification, we report that:
during the year the company supplied chemicals amounting to Rs. 133.75 million to its subsidiary company on
cost basis without considering the prevailing market value of such products.
Subject to the above, we further 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 and related Profit & Loss Account 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 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 and related Profit & Loss Account in equity together with the Notes forming part thereof conform with
approved accounting standards as applicable in Pakistan, and, give the information required by the Companies
Ordinance, 1984, in the manner so required and subject to the above qualification and the consequential effect
thereof on operating results, respectively give a true and fair view of the state of the company's affairs as at
June 30, 2000 and of the profit, its changes in equity for the year then ended; and
d) in our opinion no Zakat was deductible at source under Zakat and Ushr Ordinance, 1980. (XVIII of 1980).
LAHORE SALEEM AHSAN & CO.
DATED: 13TH JANUARY, 2001 CHARTERED ACCOUNTANTS.
BALANCE SHEET
AS ON JUNE 30, 2000
Note 2000 1999
Rupees Rupees
CAPITAL & LIABILITIES
AUTHORIZED CAPITAL
12,000,000 Ordinary Shares of Rs. 10 Each 120,000,000 120,000,000
========== ==========
ISSUED, SUBSCRIBED & PAID
UP CAPITAL
9,000,000 Ordinary
Shares of Rs. 10 Each 3 90,000,000 90,000,000
Un-appropriated Profit 117,216,148 103,148,102
------------ ------------
207,216,148 193,148,102
SURPLUS ON REVALUATION
OF FIXED ASSETS 4 50,163,799 50,163,799
LONG TERM LOAN 5 179,405,218 --
CURRENT LIABILITIES
Short Term Loans - Secured 6 51,643,353 42,956,641
Creditors & Accrued Liabilities 7 13,005,685 16,090,937
Other Liabilities 7,432,111 7,432,111
Provision for Taxation 2,654,219 677,339
Dividend Payable 1,084,760 67,890
CONTINGENCIES AND COMMITMENTS 8
------------ ------------
75,820,128 67,224,918
------------ ------------
512,605,293 310,536,819
========== ==========
PROPERTY & ASSETS
FIXED ASSETS
(At cost less depreciation) 9 90,826,472 92,398,420
Deferred Cost -- 527,417
Long Term Investment 10 31,772,120 31,772,120
CURRENT ASSETS
Stock in Trade 11 7,562,308 64,381,451
Debtors 3,790,071 2,712,752
Short Term Investment 12 100,883,600 99,816,578
Advances, Deposit, Prepayments &
Others Receivable 13 274,236,354 16,940,454
Cash and Bank Balances 14 3,534,368 1,987,627
------------ ------------
390,006,701 185,838,862
------------ ------------
512,605,293 310,536,819
========== ==========
The annexed notes form an integral part of these accounts.
Waqar A. Shaffi Muhammad Saeed
Chief Executive Director
PROFIT & LOSS ACCOUNT
FOR THE YEAR ENDED JUNE 30, 2000
Note 2000 1999
Rupees Rupees
SALES 146,722,249 2,492,378
COST OF GOODS SOLD 15 145,499,529 15,019,854
------------ ------------
GROSS PROFIT/(LOSS) 1,222,720 (2,527,476)
OPERATING EXPENSES:-
Administrative 16 10,268,214 8,339,662
Selling 17 1,074,222 675,741
Financial 18 21,709,969 5,228,202
------------ ------------
33,052,405 14,243,605
------------ ------------
OPERATING PROFIT/(LOSS) (31,829,685) (16,771,081)
OTHER INCOME/(LOSS) 19 58,228,212 11,659,952
------------ ------------
PROFIT/(LOSS) BEFORE TAXATION 26,398,527 (5,111,129)
TAXATION 1,976,881 677,339
------------ ------------
PROFIT/(LOSS) AFTER TAXATION 24,421,646 (5,788,468)
PRIOR YEAR'S ADJUSTMENT -- 84,144
------------ ------------
24,421,646 (5,704,324)
UNAPPROPRIATED PROFIT/(LOSS) BROUGHT FORWARD 103,148,102 108,852,426
------------ ------------
APPROPRIATIONS: 127,569,748 103,148,102
INTERIM CASH DIVIDEND 20 10,353,600 --
------------ ------------
UNAPPROPRIATED PROFIT/(LOSS) CARRIED
FORWARD TO BALANCE SHEET. 117,216,148 103,148,102
========== ==========
Waqar A. Shaffi Muhammad Saeed
Chief Executive Director
CASH FLOW STATEMENT
FOR THE YEAR ENDED JUNE 30, 2000
2000 1999
Rupees Rupees
CASH FLOW FROM OPERATING ACTIVITIES
Net Profit / (loss) before taxation 26,398,527 (5,111,129)
Adjustments for:
Depreciation 2,78 O, 169 2,923,929
Amortization 527,417 527,417
Financial Expenses 21,709,969 5,228,202
Profit on Disposal of Assets -- (724,749)
Other Income (24,865,378) (12,297,541)
Others (33,362,834) 1,362,338
------------ ------------
Operating Profit Before Working
Capital Changes And Financial Expenses (6,812,130) (8,091,533)
Change in Working Capital
(Increase)/Decrease in Stock in Trade 56,819,143 (45,477,469)
(Increase)/Decrease in Debtors (1,077,319) (2,101,514)
(Increase)/Decrease in Due from Associated Concern - -- --
(Increase)/Decrease in Advances, Deposit,
Prepayments & Others Receivable (257,295,900) (4,745,468)
------------ ------------
(201,554,076) (52,324,451)
Increase/(Decrease) in Creditors & accrued liabilities (3,085,252) 8,990,231
------------ ------------
Changes in Working Capital (204,639,328) (43,334,220)
------------ ------------
Cash Generated From Operations (211,451,458) (51,425,753)
Financial Expenses (21,709,969) (5,228,202)
Taxes Paid/Adjustment -- 84,144
------------ ------------
Net Cash From Operating Activities (233,161,427) 56,569,811
------------ ------------
CASH FLOW FROM INVESTING ACTIVITIES
Net Fixed Assets (1,272,647) (4,554,934)
Long Term Investment -- (20,655,420)
Short Term Investment (1,067,022) 42,003,838
Payment of Dividend (9,336,730) --
Capital Work in Progress -- 4,023,813
Sales proceeds of Fixed Assets 64,425 1,268,186
Other Income/(loss) 58,228,212 10,935,203
------------ ------------
Net Cash Provided By (Use In) Investing Activities 46,616,238 33,020,686
------------ ------------
CASH FLOW FROM FINANCING ACTIVITIES
Increase/(Decrease) in Long Term Loans 179,405,218 --
Increase/(Decrease) in Short Term Loans 8,686,712 10,911,175
------------ ------------
Net Cash Used in Financing Activities 188,091,930 10,911,175
------------ ------------
Net Increase/(Decrease) in Cash & Cash Equivalents 1,546,741 (12,637,950)