| Gharibwal Cement Limited |
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| Annual
Report 2000 |
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| CONTENTS |
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| BOARD
OF DIRECTORS |
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| NOTICE
OF MEETING |
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| DIRECTORS'
REPORT TO THE SHAREHOLDERS |
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| AUDITORS'
REPORT |
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| PATTERN
OF SHAREHOLDING |
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| BALANCE
SHEET |
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| PROFIT
AND LOSS ACCOUNT |
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| STATEMENT
OF CHANGES IN EQUITY |
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| CASH
FLOW STATEMENT |
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| NOTES
TO THE ACCOUNTS |
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| GCL
ELECTRIC COMPANY |
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| CONSOLIDATED
ACCOUNTS |
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| COMPANY
PROFILE |
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| BOARD
OF DIRECTORS: |
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MR. MOHAMMAD TOUSIF
PERACHA |
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Chairman |
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MR. FAROOQ ZAMAN |
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Managing Director (Chief
Executive) |
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MR. ABDUR RAFIQUE KHAN |
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|
Director |
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MRS. TABASSUM TOUSIF
PERACHA |
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|
Director |
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MR. M. NIAZ PERACHA |
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|
Director |
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MR. ANIS WAHAB ZUBERI |
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|
Director (Nominated by
NIT) |
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MR. IMTIAZ RASOOL |
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|
Director (Nominated by
SLIC) |
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| SECRETARY: |
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MR. ABDUL JABBAR BUTT |
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| AUDITORS: |
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HAMEED CHAUDHRI & CO. |
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|
Chartered Accountants |
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| BANKERS: |
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NATIONAL BANK OF PAKISTAN |
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UNITED BANK LIMITED |
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MUSLIM COMMERCIAL BANK |
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PRUDENTIAL COMMERCIAL
BANK |
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CITI BANK |
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ABN AMRO BANK |
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BOLAN BANK |
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|
FAYSAL BANK |
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| REGISTERED
OFFICE: |
|
26-EMPRESS ROAD, LAHORE |
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| WORKS: |
|
ISMAIL WAL (DISTT.
CHAKWAL) |
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| NOTICE
OF MEETING |
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| Notice
is hereby given that 40th Annual General Meeting of the members of GHARIBWAL
CEMENT LIMITED will be |
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| held
at its registered office, 26-Empress Road, Lahore, on Wednesday, January 31,
2001 at 3.00 p.m. for transacting the |
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| following
business: |
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| ORDINARY
BUSINESS |
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| 1.
To confirm the minutes of the Extra-Ordinary General Meeting held on 8th
December, 2000. |
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| 2.
To receive, consider and adopt the Accounts of the Company for the year ended
June 30, 2000 together with the |
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| Directors'
and Auditors' reports thereon. |
|
|
| 3.
To appoint Auditors for the year 2000-2001 and fix their remuneration. M/s
Hameed Chaudhri & Co. Chartered |
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| Accountants,
the retiring Auditors have offered themselves for re-appointment as Auditors
of the Company. |
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| 4.
To transact any other business with the permission of the Chair. |
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|
By order of the Board |
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|
ABDUL JABBAR BUTT |
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| Date:
January 04, 2001 |
|
Secretary |
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| Notes: |
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| 1.
Share transfer books of the Company will remain closed from January 24, 2001
to January 31, 2001 (both days |
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| inclusive).
The members whose names appear in the Register as at the close of business on
January 23, 2001 , will |
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| qualify
to attend the meeting. |
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| 2.
A Member entitled to attend and vote at this Meeting may appoint another
Member as his / her Proxy to attend and |
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| vote
on his / her behalf. Proxies, in order to be effective must be received by
the Company not less than 48 Hours |
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| before
the Meeting. |
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| 3.
Kindly quote Folio Number in all correspondence with the Company. |
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| 4.
Members are requested to notify any change in address immediately. |
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| 5.
CDC shareholders desiring to attend the meeting are requested to bring their
original National Identity Cards, Account |
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| and
participant's ID numbers, for identification purpose, and in case of proxy,
to enclose an attested copy of his/her |
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| National
Identity Card. |
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|
| DIRECTORS'
REPORT TO THE SHARE HOLDERS |
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| Your
Directors are pleased to present their annual report alongwith audited
accounts for the financial year ended on 30th |
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| June 2000. |
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|
| General |
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| The
cement industry in Pakistan remains under pressure. The expansion of existing
and commissioning of new cement |
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| plants
continues to adversely impact upon the gap between demand and supply of
cement. |
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| Industrial
growth which was previously stagnant is displaying an upward trend alongwith
exports and foreign exchange |
|
| reserves
of the country due to the far-sighted economic policies of the present
government. Fiscal reforms, encouraging |
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| industrial
conversion from furnace oil to Sui Gas, an ambitious privatization program
and conclusion of the long-standing |
|
| WAPDA-Hub
Power Company dispute on tariffs are expected to convey the right signal to
foreign and local investors. |
|
|
| Accordingly,
as economic demand and investment activity in the nation picks up in the
coming year, the demand of the |
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| cement
industry should register a modest recovery. |
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|
| Financial
Results |
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| The
Company has earned a net operating profit of Rs. 18.768 million for the year
under review as against the gross operating |
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| loss
of Rs. 152.909 million of the preceding year. Net Profit after tax for the
year under review is Rs. 44.465 million as |
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| compared
to the loss after tax of Rs. 151.207 million of the last year. |
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| The
Company, having suffered a loss in every financial year since 1997, has
managed a positive turn around by reverting |
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| back
to the profitability status. |
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|
| Operating
Performance |
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| The
summary of operating results is given below. |
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|
1999-00 |
1998-99 |
|
|
(Tonnes) |
|
| Clinker
Production |
|
409,455 |
316,715 |
|
| Cement
Production |
|
381,120 |
367,840 |
|
| Dispatches |
|
380,482 |
365,248 |
|
|
| The
clinker production increased by 92,740 tonnes, which is 29.3 % higher as
compared to last year. The cement production |
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| increased
by 4% from the previous year where as the actual sales were also higher by
3.6 % from the preceding year. |
|
|
| Marketing |
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| The
company was successful in retaining its market share inspite of very tough
competition prevailing in the market due to |
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| excessive
supply of the cement. The product acceptability remained satisfactory in the
eyes of the customer. |
|
|
| Expansion
/ Development and Maintenance |
|
| During
the year under review the Company took over the control and management of
Dandot Cement Company Limited |
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| which
has an installed capacity of 504,000 metric tonnes of cement. This "dry
process" based cement plant shall be a |
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| valuable
Associate Concern for the Company. |
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| By
working in co-ordination, the two cement companies are expected to generate
greater production and larger market share |
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| opportunities
in the years to come. |
|
|
| The
cement plant performance remained satisfactory and its normal maintenance has
been carried out throughout the year. |
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|
| Pattern
of Shareholding |
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| Pattern
of Shareholding of the company is annexed. |
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|
| Auditors |
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| M/s
Hameed Chaudhri & Co. Chartered Accountants, the retiring auditors, being
eligible offer themselves for re- |
|
| appointment
for the year ended 30th June 2001. |
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| The
auditors have expressed opinion in terms of non compliance of section 208 of
the Companies Ordinance 1984 for the |
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| Investments
made by the Company in Dandot Cement Company Limited, stating that such
investments, were required to |
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| be
approved under the special resolution by the members in their meeting to be
held for this purpose. |
|
|
| Consequently,
in an Extraordinary General Meeting called on the 8th December 2000, the
member approved all such acts |
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| and
actions which have been undertaken by the directors in regard to the
acquisition of shares and investments made in |
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| Dandot
Cement Company Limited. |
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| Labour
Management Relations |
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| The
Board of Directors appreciates the hard work of the labour and the entire
team of the Company and applauds the |
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| cordial
relationship that exists between the labour and the management. It is hoped
that they will continue to work with |
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| same
zeal and spirit. |
|
|
| FAROOQ
ZAMAN |
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| CHIEF
EXECUTIVE |
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|
|
| AUDITORS'
REPORT TO THE MEMBERS OF GHARIBWAL CEMENT LTD. |
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| We
have audited the annexed balance sheet of GHARIBWAL CEMENT LIMITED as at 30
June, 2000 and the related profit |
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| and
loss account, cash flow statement and statement of changes in equity together
with the notes forming part thereof, for |
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| the
year then ended and we state that we have obtained all the information and
explanations which, to the best of our |
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| 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 |
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| 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 |
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| 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: |
|
|
| Investments
in Dandot Cement Company Limited (an Associated Undertaking), which comprised
of equity |
|
| investments
note 17 and advances note 23, were made without the approval of the Company's
shareholders as |
|
| required
by section 208 of the Companies Ordinance, 1984. However, after the financial
closing, the Company |
|
| has
sought and received the said approval of the Company's shareholders at the
Extra Ordinary General |
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| Meeting
held on 08 December, 2000. |
|
|
| a) in our opinion, proper books of account
have been kept by the Company as required by the Companies Ordinance, |
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| 1984; |
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| b) in our opinion: |
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| (i)
the balance sheet and profit and loss account together with the notes thereon
have been drawn up in conformity |
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| with
the Companies Ordinance, 1984, and are in agreement with the books of account
and are further in |
|
| accordance
with accounting policies consistently applied; |
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| (ii)
the expenditure incurred during the year was for the purpose of the Company's
business; and |
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| (iii)
the business conducted, investments made and the expenditure incurred during
the year were in accordance |
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| 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, except for the
facts stated above and the contents of |
|
| notes
17.1 (b) and 23.1 (a) and the extent to which these may affect the annexed
accounts, respectively give a true |
|
| and
fair view of the state of the Company's affairs as at 30 June, 2000 and of
the profit, its cash flows and changes |
|
| in
equity for the year then ended; and |
|
|
| d)
in our opinion, no Zakat was deductible at source under the Zakat and Ushr
Ordinance, 1980. |
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|
|
HAMEED CHAUDHR1 & CO. |
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| Lahore:
January 04, 2001 |
|
CHARTERED ACCOUNTANTS |
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|
|
| PATTERN
OF SHAREHOLDING AS AT 30 JUNE, 2000 |
|
|
| Share Holding |
No. of |
No. of |
Percentage |
|
| From |
To |
ShareHolders |
Shares Held |
of Paid-up Capital |
|
| 1 |
100 |
700 |
28,337 |
0.17 |
|
| 101 |
500 |
476 |
123,141 |
0.73 |
|
| 501 |
1000 |
238 |
163,088 |
0.97 |
|
| 1001 |
5000 |
300 |
647,224 |
3.84 |
|
| 5001 |
10000 |
36 |
233,542 |
1.38 |
|
| 10001 |
15000 |
9 |
115,363 |
0.68 |
|
| 15001 |
20000 |
5 |
82,796 |
0.49 |
|
| 20001 |
25000 |
4 |
95,610 |
0.57 |
|
| 25001 |
30000 |
0 |
0 |
0 |
|
| 30001 |
35000 |
1 |
33,433 |
0.20 |
|
| 35001 |
40000 |
1 |
38,157 |
0.23 |
|
| 40001 |
45000 |
0 |
0 |
0 |
|
| 45001 |
50000 |
1 |
45,655 |
0.27 |
|
| 50001 |
55000 |
1 |
53,337 |
0.32 |
|
| 55001 |
60000 |
1 |
55,013 |
0.33 |
|
| 60001 |
65000 |
1 |
61,301 |
0.36 |
|
| 65001 |
300000 |
1 |
299,750 |
1.78 |
|
| 300001 |
785000 |
1 |
780,746 |
4.63 |
|
| 785001 |
2500000 |
1 |
2,242,218 |
13.29 |
|
| 2500001 |
9750000 |
3 |
11,777,706 |
69.79 |
|
| ------------ |
------------ |
------------ |
------------ |
------------ |
|
|
1780 |
16,876,417 |
100 |
|
| ========== |
========== |
========== |
========== |
========== |
|
|
|
|
No. of |
No. of |
Percentage |
|
|
Share Holders |
Shares Held |
of Paid-up |
|
| Categories
of Share Holders |
|
|
Capital |
|
| Individuals |
|
1740 |
1,338,512 |
7.93 |
|
| Investment
Companies |
|
2 |
22,073 |
0.13 |
|
| Insurance
Companies |
|
6 |
3,612,642 |
21.41 |
|
| Financial
Institutions |
|
9 |
895,849 |
5.31 |
|
| Private
Limited Companies |
|
13 |
81,629 |
0.48 |
|
| Foreign
Investors |
|
2 |
8,564,224 |
50.75 |
|
| Corporations |
|
1 |
61,301 |
0.36 |
|
| Corporate
Law Authority |
|
1 |
11 |
0 |
|
| Joint
Stock Company |
|
1 |
2,242,218 |
13.29 |
|
| Others |
|
5 |
57,958 |
0.34 |
|
|
------------ |
------------ |
------------ |
|
| Grand Total:- |
|
1780 |
16,876,417 |
100 |
|
|
========== |
========== |
========== |
|
| DETAIL
OF OTHERS |
|
|
|
| Tehrik-i-Jadid
Anjuman Ahmadiya Pakistan |
|
278 |
|
| Sadar
Anjuman Ahmadiya Pakistan |
|
24,448 |
|
| Dacca
Benevolent Association |
|
17,437 |
|
| The
Ahmadiya Anjuman Ishaat-i-Islam |
|
934 |
|
| Dy.
Administration Abandoned Properties |
|
14,861 |
|
|
------------ |
|
|
57,958 |
|
|
========== |
|
|
|
| BALANCE
SHEET AS AT 30 JUNE, 2000 |
|
|
|
2000 |
1999 |
|
|
Note |
(Rupees in
thousand) |
|
| SHARE
CAPITAL AND RESERVES |
|
|
|
| Authorised |
|
| 50,000,000
ordinary |
|
| shares
of Rs. 10 each |
|
500,000 |
500,000 |
|
|
------------ |
------------ |
|
| Issued,
subscribed and paid-up |
|
3 |
168,764 |
168,764 |
|
| General
reserve |
|
332,000 |
332,000 |
|
| Accumulated
loss |
|
(434,068) |
(478,533) |
|
|
------------ |
------------ |
|
|
66,696 |
22,231 |
|
|
| SURPLUS
ON REVALUATION OF FIXED ASSETS |
4 |
993,804 |
993,804 |
|
|
|
|
| LONG
TERM LOANS AND FINANCES |
|
5 |
267,909 |
0 |
|
|
|
|
| SHARES
PURCHASE CONSIDERATION PAYABLE |
6 |
20,000 |
0 |
|
|
|
|
| LIABILITIES
AGAINST ASSETS |
|
|
|
| SUBJECT
TO FINANCE LEASE |
|
7 |
153,133 |
168,240 |
|
|
|
|
| DEFERRED
LIABILITIES |
|
|
|
| Deferred
taxation |
|
8 |
6,933 |
16,232 |
|
| Vacation
benefits |
|
9 |
9,602 |
16,232 |
|
| Deposits
from customers |
|
10 |
2,745 |
4,535 |
|
|
------------- |
------------- |
|
|
19,280 |
28,178 |
|
|
| CURRENT
LIABILITIES |
|
| Current
portion of long term liabilities |
|
11 |
49,454 |
13,132 |
|
| Short
term finances |
|
12 |
274,082 |
16,478 |
|
| Creditors,
accruals and other liabilities |
|
13 |
290,201 |
250,614 |
|
| Taxes
and duties |
|
14 |
13,349 |
35,348 |
|
| Unclaimed
dividend |
|
30.1 |
0 |
3,026 |
|
|
------------- |
------------- |
|
|
627,086 |
318,598 |
|
|
| CONTINGENCIES
AND COMMITMENTS |
|
15 |
|
|
------------- |
------------- |
|
|
2,147,908 |
1,531,051 |
|
|
========== |
========== |
|
|
| TANGIBLE
FIXED ASSETS |
|
| Operating
fixed assets |
|
16 |
1,015,398 |
1,083,123 |
|
| Capital
work-in-progress |
|
|
2,726 |
0 |
|
| Stores
held for capital expenditure |
|
|
2,283 |
2,283 |
|
|
|
------------- |
------------- |
|
|
|
1,020,407 |
1,085,406 |
|
|
|
|
| LONG
TERM INVESTMENTS |
|
17 |
343,021 |
170,042 |
|
|
|
|
|
| LONG
TERM DEPOSITS AND |
|
|
|
| PREPAYMENTS |
|
18 |
12,754 |
12,094 |
|
|
|
|
|
| LONG
TERM LOANS AND ADVANCES |
|
|
|
| TO STAFF |
|
19 |
15,892 |
17,657 |
|
|
|
| CURRENT
ASSETS |
|
| Stores,
Spares and loose tools |
|
20 |
119,345 |
104,322 |
|
| Stock-in-trade |
|
21 |
148,149 |
49,556 |
|
| Trade
debtors |
|
20 |
0 |
0 |
|
| Loans,
advances, deposits, prepayments |
|
|
|
| and
other receivables |
|
23 |
470,175 |
76,824 |
|
| Short
term investments |
|
24 |
751 |
359 |
|
| Cash
and bank balances |
|
25 |
17,414 |
14,791 |
|
|
------------ |
------------ |
|
|
755,834 |
245,852 |
|
|
------------ |
------------ |
|
|
2,147,908 |
1,531,051 |
|
|
========== |
========== |
|
| The
annexed notes form an integral part of these accounts. |
|
|
|
DIRECTOR |
|
CHIEF EXECUTIVE |
|
|
|
| PROFIT
AND LOSS ACCOUNT FOR THE YEAR ENDED 30 JUNE, 2000 |
|
|
|
|
2000 |
1999 |
|
|
Note |
(Rupees in
thousand) |
|
| SALES - net |
|
969,046 |
755,305 |
|
| COST
OF SALES |
|
847,912 |
812,665 |
|
|
------------ |
------------ |
|
| GROSS
PROFIT / (LOSS) |
|
121,134 |
(57,360) |
|
|
| GENERAL
AND ADMINISTRATIVE EXPENSES |
28 |
40,180 |
33,187 |
|
| SELLING
AND DISTRIBUTION EXPENSES |
|
29 |
10,830 |
8,052 |
|
|
|
51,010 |
41,239 |
|
|
|
------------ |
------------ |
|
| OPERATING
PROFIT / (LOSS) |
|
|
70,124 |
(98,599) |
|
| OTHER
INCOME |
|
30 |
6,336 |
7,784 |
|
|
|
------------ |
------------ |
|
|
|
76,460 |
(90,815) |
|
| FINANCIAL
CHARGES - net |
|
31 |
52,817 |
55,167 |
|
| OTHER
CHARGES |
|
32 |
3,887 |
6,927 |
|
| WORKER'S
(PROFIT) PARTICIPATION FUND |
|
13.2 |
988 |
0 |
|
|
|
------------ |
------------ |
|
|
57,692 |
62,094 |
|
|
------------ |
------------ |
|
| PROFIT
/ (LOSS) BEFORE TAXATION |
|
18,768 |
(152,909) |
|
|
| PROVISION
FOR TAXATION |
|
| Current
and prior years - net |
|
14.1 |
(16,398) |
(3,247) |
|
| Deferred |
|
8 |
(9,299) |
1,545 |
|
|
|
------------ |
------------ |
|
|
(25,697) |
(1,702) |
|
|
------------ |
------------ |
|
| PROFIT
/ (LOSS) AFTER TAXATION |
|
44,465 |
(151,207) |
|
|
| (ACCUMULATED
LOSS)/ |
|
| -
Brought forward |
|
(478,533) |
(327,326) |
|
|
------------ |
------------ |
|
| (ACCUMULATED
LOSS) |
|
| -
Carried to Balance Sheet |
|
(434,068) |
(478,533) |
|
|
------------ |
------------ |
|
|
Rupees |
|
| BASIC
EARNINGS / (LOSS) PER SHARE |
|
33 |
2.63 |
(8.96) |
|
|
|
========== |
========== |
|
| The
annexed notes form an integral part of these accounts. |
|
|
|
DIRECTOR |
|
CHIEF EXECUTIVE |
|
|
|
| STATEMENT
OF CHANGES IN EQUITY FOR THE YEAR ENDED 2000. |
|
|
|
|
|
Share |
General |
Accumulated |
|
|
Capital |
Reserve |
Loss |
Total |
|
|
Rupees in thousand) |
|
| Balance
as at 30 June, 1998 |
|
168,764 |
332,000 |
(327,326) |
173,438 |
|
|
| Loss
after taxation for the year |
|
| ended
30 June, 1999 |
|
0 |
0 |
(151,207) |
(151,207) |
|
|
