| Fauji Fertilizer Company Limited |
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| Annual
Report 2000 |
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| CONTENTS |
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| Ten
Years at a Glance |
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| Company
Information |
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| Notice
of Meeting |
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| Report
of the Directors |
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| Auditors'
Report to the Members |
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| Balance Sheet |
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| Profit
And Loss Account |
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| Cash
Flow Statement |
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| Statement
of Changes in Equity |
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| Notes
to the Accounts |
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| Pattern
of Shareholding |
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| COMPANY
INFORMATION |
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| Board
of Directors |
Lt Gen Muhammad Maqbool
(Retd), HI(M), SBt |
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Chairman |
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Lt Gen Amjad Shuaib
(Retd), HI(M) |
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Chief Executive &
Managing Director |
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Dr Haldor Topsoe |
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Mr. Qaiser Javed |
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Brig Muhammad Saeed Baig
(Retd) |
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Brig Ghulam Hussain
(Retd) |
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Brig Ashfaq Ahmad (Retd) |
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Brig Muhammad Akram Ali
Khan (Retd) |
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Mr. Istaqbal Mehdi |
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Dr Amjad Waheed |
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Mr. Abdul Hafeez Chaudhry |
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Mr. Badr-Ud-Din Khan |
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Mr. Zaigham Mahmood Rizvi |
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| Secretary |
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Brig Muhammad Akram Khan
(Retd) |
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| Registered
Office |
93-Harley Street,
Rawalpindi Cantt. |
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| Plantsite |
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Goth Machhi, Sadikabad, |
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Rahim Yar Khan. |
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| Marketing
Division |
Lahore Trade Centre, |
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11
Shahrah-e-Aiwan-e-Tijarat, |
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Lahore. |
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| Karachi Office |
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D-143, Block-4, KDA
Scheme - 5, |
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Kehkashan Clifton, |
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Karachi. |
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| Auditors |
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A.F. Ferguson & Co., |
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Chartered Accountants |
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| NOTICE
OF MEETING |
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| Notice
is hereby given that the 23rd Annual General Meeting of the Shareholders of
Fauji Fertilizer Company Limited will |
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| be
held at Pearl Continental Hotel, The Mall, Rawalpindi, on Tuesday June 19,
2001 at 1100 hours to transact the following |
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| business:- |
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| Ordinary
Business |
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| 1.
To confirm the minutes of the 22nd Annual General Meeting held on June 22,
2000. |
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| 2.
To receive, consider and adopt the Audited Accounts of the Company together
with the Auditors' and the Directors' |
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| Reports for the year ended December 31,
2000. |
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| 3.
To appoint Auditors for the year 2001 and to fix their remuneration. |
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| 4.
To approve payment of Final Dividend for the year ended December 31,2000 as
recommended by the Board of |
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| Directors. |
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| 5.
To transact any other business with the permission of the Chairman. |
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By Order of the Board, |
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| Rawalpindi |
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|
Brig Muhammad Akram Khan (Retd) |
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| May 29, 2001 |
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Company Secretary |
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| NOTES: |
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| 1.
The share transfer books of the Company will remain closed from June 05 to
June 19, 2001 (both days inclusive). |
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| 2.
A member of the Company entitled to attend and vote at the Annual General
Meeting may appoint a person/ |
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| representative
as proxy to attend and vote in place of the member at the Meeting. Proxies in
order to be effective |
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| must
be received at the Company's Registered Office, 93-Harley Street, Rawalpindi
not later than 48 hours before |
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| the
time of holding the Meeting. |
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| REPORT
OF THE DIRECTORS FOR THE YEAR ENDED DECEMBER 31, 2000 |
|
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| *
Your directors are pleased to report the audited financial results of Fauji
Fertilizer Company Limited for the year 2000, |
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| its
23rd year in business. |
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|
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| *
One year ago you were informed about the state of affairs of the Company in
the midst of change in the gas pricing |
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| mechanism
and it was emphasized that profitability of the Company in the year 2000 may
not be as in the past due |
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| to
increase in gas prices, inflationary trends and substantial reduction in
mark-up rates. |
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|
|
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| *
A comprehensive strategic plan was implemented to deal with the crisis
situation and in the course of the ensuing |
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| year,
though the profitability has declined compared to last year but we are
pleased to report that with the untiring |
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| efforts
of the Company employees and implementation of cost control measures, results
attained are Alhamadullilah |
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| 48%
higher than the planned targets. The Company attained 4th position in the
Karachi Stock Exchange list of top |
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| 25
companies based on 1999 results. |
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|
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| *
We have come a long way in developing a strategic vision for FFC as an
entity. The Board has focused the Company's |
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| energies
on a single goal - to remain the market leader - and deliver value to its
customers and farming community |
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| every
day through a variety of services and the two group retail products SONA UREA
(prilled and granular) and |
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| SONA
DAP have emerged as premium brand names in the market. |
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|
|
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| *
The industry struggled with lower sales, higher inventory levels and intense
price competition against low cost urea |
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| imports
during the first half of the year 2000. Although the situation has
considerably improved, the water crisis and |
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| drought
conditions are expected to have a negative impact on the overall industry
off-take during 2001. High rate of |
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| inflation,
poor purchasing power of the growers and insufficient credit facilities
coupled with weak agri product prices |
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| are
also some of the factors which may affect the growth in fertilizer sales in
the coming days. However, based on |
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| the
stable supply demand we do not expect much decline in the industry off-take
and the situation is expected to |
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| remain stable. |
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| PRODUCTION
AND MARKETING |
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| *
"Sona" production stood at 1,426 thousand tonnes in 2000 as opposed
to 1,461 thousand tonnes in 1999, a drop of |
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| 2%
due to maintenance turnaround of Expansion Unit. Sales of "Sona"
this year were, however, up by 2% and stood |
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| at
1,459 thousand tonnes in 2000 against 1,428 thousand tonnes sold last year.
Thus the Company was able to sell |
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| 102%
of its production in 2000, as opposed to 98% last year. |
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|
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| *
The import of urea at a lower price during 1999 and liquidity crunch in
agriculture sector had significant impact on the |
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| locally
produced Urea fertilizer sales. Despite this, FFC was able to maintain its
leadership position with 44% urea market |
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| participation
including marketing of FJFC granular urea, which shows an increase of 5% over
the last year. During the |
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| year
2000 the Company marketed 2,188 thousand tonnes including 690 thousand tonnes
of FJFC products. This was |
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| 15%
higher than quantity marketed in 1999 and also the highest ever. |
|
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| *
In order to promote balanced fertilizer usage and to impart the latest
agriculture technology to the farming community, |
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| field
days, farmer meetings and group discussions were undertaken. In addition, FFC
continued to provide soil and |
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| water
testing facilities through laboratories; 11,800 soil and water samples were
analyzed during the year. |
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|
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| *
Safety, production, training, environmental protection and total quality
management were given top priority as usual. |
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| The
Company achieved 14.06 million man-hours of safe operation on December
31,2000 without lost work injury. In |
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| 2000,
insurance audit was carried out by a leading insurance company of Pakistan
and exemplary standards in safety |
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| were
recognized. |
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| *
Three years certification of our IS0-9002 Quality Management System, through
Bureau Varitas Quality International |
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| were
completed on November 19, 2000. One surveillance and one internal audit of
our Quality Management Systems |
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| were
completed successfully during year 2000. |
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|
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| *
Technical Training Centre conducted skill improvement courses for staff as
usual. Besides these, internship training |
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| of
4-9 weeks was also conducted for engineering students from NUST Rawalpindi,
UET Lahore, UET Peshawar and |
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| NFC Multan. |
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| FINANCIAL
RESULTS |
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| *
The Company earned net profit after tax of Rs. 2,644 million in 2000 as
against Rs. 3,087 million for the same period |
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| of
1999 resulting in decline in EPS to Rs.10.31 per participating share as
against Rs.12.04 last year. Contribution |
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| to
the national ex-chequer in the form of taxes and levies however increased by
11% and the Company contributed |
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| an
amount of Rs. 5.2 billion in Government revenues this year which is almost
twice the amount of net profit of the |
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| Company
and is an all time record. |
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|
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| *
The decline in net margins despite higher sales volumes is mainly attributed
to increase in gas tariffs and a 15% GST |
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| on
all gas used in the manufacturing process. FFC's profitability on account of
its more efficient plants, which use |
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| much
less fuel as a percentage of total gas consumed, was however less affected as
compared to its competitors. |
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|
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| Other
Income, a major source of profitability, was maintained at Rs 1 billion level
despite reduction in mark-up rates, |
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| which
contributed 28% to profit after tax or Rs. 4.3 per share in 2000, on an
equity basis, as opposed to 24% earned |
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| last
year. The Company follows a strategy of earning through less risky high
yielding term deposits and foreign |
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| currency
deposits to cushion the blow on profitability, and arrest the declining
margins due to incremental production |
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| costs,
to some extent. |
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| The
important thing to note is that GST has also been levied on fertilizer at the
retail level effective April 01,2001. As |
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| the
Country's agriculture is suffering from drought conditions the fertilizer
industry has committed with the Government |
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| to
absorb the incremental effect of GST for the time being so as not to
overburden the farming community. As a |
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| consequence,
the Company's profit margin next year is estimated to reduce further. |
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| APPROPRIATION
OF PROFIT |
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| The
net profit for the year is recommended to be appropriated as follows: |
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|
Rupees "000" |
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| Net
profit after taxation |
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2,643,913 |
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| Un-appropriated
profit brought forward |
|
337,805 |
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------------------ |
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| Total
available for appropriation |
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2,981,718 |
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| Appropriations |
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| Transfer
to general reserve |
|
700,000 |
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| Dividends
on ordinary shares |
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| First
interim @ 20% |
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|
512,992 |
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| Second
interim @ 20% |
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|
512,992 |
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| Third
interim @ 20% |
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|
512,992 |
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| Proposed
final @ 20% |
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|
512,992 |
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------------------ |
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|
2,051,968 |
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------------------ |
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|
2,751,968 |
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------------------ |
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| Un-appropriated
profit carried forward |
|
229,750 |
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========== |
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| FUTURE
PROSPECTS |
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| *
Your Company is well positioned to meet the needs of its valued customers and
to face competition by offering a |
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| variety
of new services and creating customer friendly environment so that it
continues to be the industry leader. |
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| Financial
and technical strength gives us considerable flexibility and enormous
endurance. |
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|
|
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| *
Fertilizer policy remains a key issue; major question being the finalization
of pricing mechanism in respect of gas used |
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| as
feed stock for production of fertilizer, which is more than 70-75% of total
gas used in the manufacturing process. |
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| Immediate
gas price escalation as contemplated by the Government may discourage fresh
investment which otherwise |
|
| is
needed to fulfill the expected gap of 2.5 million tonnes between the demand
and supply of urea by 2010. |
|
|
| *We
are hopeful that the new fertilizer policy would contain guidelines and
incentives that encourage fresh investment |
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| in
the sector which is badly needed to further expand capacity and fulfill the
growing fertilizer demand in the country. |
|
|
| *In
view of gas pressure depletion at Mari Gas fields, which has a direct bearing
on the plant production, a pilot project |
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| was
commissioned in collaboration with other fertilizer companies who are sharing
the gas supply from the same |
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| source.
Three gas-engine driven small reciprocating compressors were installed to
avert and boost pressure loss in |
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| gas
transportation to ensure sustained plant load for running at optimum level.
Further decision/course of action |
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| regarding
Main Compression Project would be taken after reviewing the results of the
pilot project which are under |
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| constant
observation and data is being collected which will form a basis for the
formulation of future strategy. |
|
|
| *
To enhance production capacity, feasibility study report of Ammonia and Urea
plants revamping (Debottlenecking |
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| Project
Phase III of Base Unit) is under review. Final report from Snamprogetti is
expected soon. |
|
|
| *
The Company is also reviewing opportunities to acquire promising projects
which include acquisition of Pak Saudi |
|
| Fertilizer
Limited through Privatization Commission. In order to meet the future
expansion project fundings, Rs. 700 |
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| million
is being proposed to be transferred to the general reserve this year. |
|
|
| FFC-JORDAN
FERTILIZER COMPANY LIMITED (FJFC) |
|
|
| *
Un-precedented natural gas price increase, imposition of sales tax on gas,
falling international and local fertilizer |
|
| prices,
dumping of urea in early months of 2000, higher international phosphoric acid
prices and non-implementation |
|
| of
GOP fertilizer policy eroded the profitability of FJFC project. |
|
|
| *
The Government has now indicated adherence to its commitment to supply
natural gas as per stipulated requirement |
|
| and
we are hopeful that compensation package in respect of US$ 250 floor price
per tonne DAP, as committed under |
|
| 1989
Fertilizer Policy would also soon be approved. |
|
|
|
|
|
| *
The sponsors of FJFC namely Fauji Fertilizer Company Limited, Fauji
Foundation and Jordan Phosphate Mines |
|
| Company
Limited have given an undertaking to a Lender of FJFC through an agreement to
provide funding in the |
|
| form
of loan or additional equity to the extent of deficiency notified by the
lender. This provision has so far not been |
|
| invoked. |
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|
|
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| In
line with the requirements of International Accounting Standards the
accounting policy for valuation of investment |
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| in
associated company has been revised from cost method to fair value method.
The change in accounting policy has |
|
| resulted
in decrease in the carrying value of investment in FJFC by Rs. 286 million,
with the corresponding decrease |
|
| in
equity of the Company. |
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|
|
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|
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| EMPLOYEES'
RELATIONS AND SOCIAL WELFARE |
|
|
| *
During 2000, employees' relationship with management were conducive. Due to
excellent relations between employees |
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| and
management, the Company achieved better results and agreements with Employees
Union and Workers Union |
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| for
further two years have been amicably concluded. |
|
|
|
|
| *
The Company is extending full medical facilities to its employees and their
families at all locations. At Plant, polio days |
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| were
observed and 861 doses were given to the children. |
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|
|
|
| *
Schooling facilities are being extended to the children of all employees
working at Plantsite. Scholarship scheme for |
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| children
studying in higher classes is also available. The Company continued to
financially support the Government |
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| school
adjacent to the plant for the children of surrounding localities. |
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| PATTERN
OF SHAREHOLDING |
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| As
of December 31, 2000 there were 4,365 shareholders including individuals and
numerous institutions, as described |
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| in
the appended pattern of shareholding. |
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| AUDITORS |
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| The
present auditors Messrs. A.F. Ferguson & Co., Chartered Accountants
retire at the conclusion of the 23rd Annual General |
|
| Meeting
and being eligible, have offered themselves for reappointment. |
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|
| CONCLUSION |
|
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| *
The Board places on record, its appreciation for the advice and valuable
services rendered by Mian Mumtaz Abdullah, |
|
| Mr.
Waseem Mehdi Syed and Mr. Adnan Ahmad Ali, each of whom has contributed
significantly to the fortunes of the |
|
| Company.
We are profoundly grateful for their contributions. The Board also takes the
opportunity to welcome Mr. |
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| Zaigham
Mahmood Rizvi and Mr. Badr-uddin-Khan who replaced the retiring directors. |
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|
|
|
| *
On behalf of the Board, I would like to express our thanks and appreciation
for the efforts put in by the management |
|
| and
staff employees of the Company in maintaining the high standards of
performance. We are fully aware of their |
|
| hard
work and dedication and equally confident that, in the new century, their
value will be rewarded. |
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|
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| We
thank our business partners and our suppliers who have continued to work
closely with the Company, a critical |
|
| element
of success. And finally, to our shareholders and customers, thank you for
your continued support. My colleagues |
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| and
I believe that with difficult decisions behind us, the Board is in full
control and Fauji Fertilizer Company is poised |
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| to
surge ahead into the next century. |
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|
For and on behalf of the Board |
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|
CHAIRMAN |
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| Rawalpindi |
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|
Lt. Gen. (Retd.) |
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| May 16, 2001 |
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|
Muhammad Maqbool |
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| AUDITORS'
REPORT TO THE MEMBERS |
|
|
| We
have audited the annexed balance sheet of Fauji Fertilizer Company Limited as
at December 31, 2000 and the related |
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| profit
and loss account, cash flow statement and 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 explanations |
|
| 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 |
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| prepare
and present the above said statements in conformity with the approved
accounting standards and the |
|
| requirements
of the Companies Ordinance, 1984. Our responsibility is to express an opinion
on 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 statements 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: |
|
|
| (a)
in our opinion, proper books of account have been kept by the Company as
required by the Companies |
|
| Ordinance,
1984; |
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|
|
|
|
|
| (b)
in our opinion |
|
|
|
|
|
| (i)
the balance sheet and profit and 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 except for the
change as stated in note |
|
| 2.5
with which we concur; |
|
|
|
|
| (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 and loss account, cash flow statement and statement of changes 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 respectively |
|
| give
a true and fair view of the state of the Company's affairs as at December 31,
2000 and of the profit, |
|
| its
cash flows and changes in equity for the year then ended; and |
|
|
| (d)
in our opinion Zakat deductible at source under the Zakat and Ushr Ordinance,
1980 (XVIII of 1980), was |
|
| deducted
by the Company and deposited in the Central Zakat Fund established under
section 7 of that |
|
| Ordinance. |
|
|
|
|
| Islamabad |
|
|
A.F. Ferguson & Co. |
|
| May 16, 2001 |
|
|
Chartered Accountants |
|
|
|
| BALANCE
SHEET AS AT DECEMBER 31, 2000 |
|
|
|
Note |
2000 |
1999 |
|
|
|
(Rupees
'000) |
|
|
|
| SHARE
CAPITAL AND RESERVES |
|
| Share capital |
|
| Authorised |
|
3 |
3,000,000 |
3,000,000 |
|
|
|
|
|
========== |
========== |
|
|
|
| Issued,
subscribed and fully paid |
|
3 |
2,564,959 |
2,564,959 |
|
| Capital reserve |
|
|
4 |
160,000 |
160,000 |
|
| Revenue
reserves |
|
5 |
6,144,086 |
5,837,805 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
8,869,045 |
8,562,764 |
|
|
|
|
|
| LONG
TERM LOANS |
|
6 |
744,199 |
1,304,676 |
|
| DEFERRED
TAXATION |
|
7 |
299,000 |
474,000 |
|
|
|
|
|
| CURRENT
LIABILITIES AND PROVISIONS |
|
|
|
| Current
maturity of long term loans |
6 |
536,123 |
544,960 |
|
| Short
term finances |
|
8 |
1,650,000 |
-- |
|
| Creditors,
accrued and other liabilities |
9 |
1,846,740 |
1,320,310 |
|
| Taxation - net |
|
|
|
511,858 |
509,906 |
|
| Dividend
payable |
|
|
512,992 |
-- |
|
| Proposed
dividend |
|
|
512,992 |
1,025,984 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
5,570,705 |
3,401,160 |
|
| CONTINGENT
LIABILITIES AND COMMITMENTS |
10 |
|
|
|
------------------ |
------------------ |
|
|
|
15,482,949 |
13,742,600 |
|
|
|
========== |
========== |
|
|
| The
annexed notes form an integral part of these accounts. |
|
|
| FIXED
CAPITAL EXPENDITURE |
|
|
| Fixed assets |
|
11 |
2,307,489 |
3,072,825 |
|
| Capital
work in progress |
|
12 |
12,207 |
4,919 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
2,319,696 |
3,077,744 |
|
|
|
|
| LONG
TERM INVESTMENTS |
|
13 |
3,406,301 |
3,211,774 |
|
| LONG
TERM LOANS AND ADVANCES |
14 |
34,038 |
27,094 |
|
| LONG
TERM DEPOSITS, PREPAYMENTS |
|
|
| AND
DEFERRED COSTS |
|
15 |
161,530 |
159,224 |
|
|
|
| CURRENT
ASSETS |
|
|
|
| Stores
and spares |
|
16 |
1,242,718 |
1,144,874 |
|
| Stock in trade |
|
17 |
67,916 |
140,823 |
|
| Trade debts |
|
18 |
769,120 |
704,869 |
|
| Loans,
advances, deposits, prepayments |
|
|
| and
other receivables |
|
19 |
989,997 |
520,063 |
|
| Short
term investments |
|
20 |
4,825,040 |
3,485,376 |
|
| Cash
and bank balances |
|
21 |
1,666,593 |
1,270,759 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
9,561,384 |
7,266,764 |
|
|
------------------ |
------------------ |
|
|
|
15,482,949 |
13,742,600 |
|
|
|
|
========== |
========== |
|
|
|
|
|
|
|
Chairman |
|
Chief Executive |
|
Director |
|
|
|
| PROFIT
AND LOSS ACCOUNT FOR THE YEAR ENDED DECEMBER 31, 2000 |
|
|
|
|
|
|
Note |
2000 |
1999 |
|
|
|
|
(Rupees
'000) |
|
|
|
|
| Sales |
|
22 |
10,201,319 |
10,463,079 |
|
| Less:
Cost of goods sold |
|
23 |
5,600,997 |
5,182,155 |
|
|
|
|
------------------ |
------------------ |
|
| GROSS
PROFIT |
|
|
4,600,322 |
5,280,924 |
|
|
|
|
|
|
| Less:
Selling and distribution expenses |
24 |
843,231 |
878,247 |
|
| Financial
charges |
|
25 |
333,124 |
438,836 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
1,176,355 |
1,317,083 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
3,423,967 |
3,963,841 |
|
|
|
|
| Other income |
|
26 |
1,089,623 |
1,094,823 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
4,513,590 |
5,058,664 |
|
|
|
|
| Other charges |
|
27 |
323,677 |
359,388 |
|
|
|
|
------------------ |
------------------ |
|
| NET
PROFIT BEFORE TAXATION |
|
4,189,913 |
4,699,276 |
|
| Provision
for taxation |
|
28 |
1,546,000 |
1,612,000 |
|
|
|
|
------------------ |
------------------ |
|
| NET
PROFIT AFTER TAXATION |
|
2,643,913 |
3,087,276 |
|
| Unappropriated
profit brought forward |
|
337,005 |
302,497 |
|
|
|
|
------------------ |
------------------ |
|
| Profit
available for appropriation |
|
|
2,981,718 |
3,389,773 |
|
|
|
|
|
|
| APPROPRIATIONS: |
|
| Transfer
to general reserve |
|
700,000 |
1,000,000 |
|
|