| Chakwal Cement Company Limited |
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| Annual
Report 2001 |
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| CONTENTS |
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| Company
Information |
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| Notice
of Meeting |
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| Directors' Report |
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| Pattern
of Shareholding |
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| Auditors' Report |
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| Balance Sheet |
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| Statement
of Changes in Financial Position (Cash Flow Statement) |
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| Notes
to the Accounts |
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| COMPANY
INFORMATION |
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|
| BOARD
OF DIRECTORS |
Khawaja Mohammad Jawed |
(Chief Executive) |
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|
Khawaja Mohammad Jahangir |
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|
Khawaja Mohammad Tanveer |
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|
Khawaja Mohammad Nadeem |
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|
Khawaja Mohammad Naveed |
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|
Khawaja Mohammad Aman |
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|
Mst. Zubaida Khatoon |
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|
Mr. Shamsuddin Khan |
(Nominee NIT) |
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| COMPANY
SECRETARY |
Mr. Muhammad Anwar Sheikh |
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|
M. Com., FCMA |
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| AUDITORS |
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M. Hussain Chaudhry &
Co. |
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|
Chartered Accountants |
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| LEGAL
ADVISORS |
Cornelius Lane &
Mufti |
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Advocates and Solicitors |
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| BANKERS |
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Citibank N. A. |
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Faysal Bank Limited |
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Muslim Commercial Bank
Limited |
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National Bank of Pakistan |
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Platinum Commercial Bank
Limited |
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Prime Commercial Bank
Limited |
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Standard Chartered Bank |
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| REGISTERED
OFFICE |
7/1 E-3, Main Boulevard, |
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|
Gulberg-III, Lahore. |
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Tel: (042) 5717510-4 |
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| CORPORATE
& SHARES |
31-F, Near Main Market, |
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| DEPARTMENT |
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Gulberg-II, Lahore. |
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Tel: 5755774 Fax: 5755760 |
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| PLANT SITE |
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Karuli Near Kallar Kahar |
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District Chakwal -
Pakistan |
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| NOTICE
OF 8TH ANNUAL GENERAL MEETING |
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| NOTICE
is hereby given that the 8th Annual General Meeting of the shareholders of |
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| Chakwal
Cement Company Limited will be held on Monday, December 31,
2001 at 10:00 a.m. at |
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| 7-Happy
Homes, 38-A, Main Gulberg, Lahore to transact the following business: |
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| 1.
To confirm the minutes of the last Annual General Meeting of the shareholders
of the Company held on |
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| December
30, 2000. |
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|
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| 2.
To receive and adopt the audited accounts of the Company for the year ended
June 30, 2001 and the |
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| reports
of Directors and Auditors thereon. |
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|
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| 3.
To appoint Auditors for the year ending June 30, 2002 and to fix their
remuneration. |
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|
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| 4.
To consider any other business which may be placed before the meeting with
the permission of the |
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| Chair. |
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|
By Order of the Board |
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| Lahore: |
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|
MUHAMMAD ANWAR SHEIKH |
|
| December
06, 2001 |
|
Corporate Secretary |
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|
|
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| Notes: |
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| 1.
The shares transfer books of the Company shall remain closed from December
26, 2001 to |
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| January
02, 2002 (both days inclusive). |
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|
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| 2.
A member entitled to attend and vote at this meeting may appoint another
member as his/her proxy to |
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| attend
the meeting and vote instead of him/her. Proxies in order to be effective
must be received by the |
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| Company
not later than 48 hours before the meeting. |
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|
|
|
| 3.
Any individual Beneficial Owner of CDC, entitled to attend and vote at this
meeting, must bring his/her |
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| NIC
or Passport, Account and participant I.D. numbers to provided his/her
identity and in case of proxy |
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| must
enclose an attested copy of his/her NIC or Passport. Representative of
corporate members |
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| should
bring the usual documents required for such purpose. |
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|
|
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| 4.
Shareholders are requested to notify the company promptly of any change in
their address. |
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| DIRECTORS'
REPORT TO THE SHAREHOLDERS |
|
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| The
Directors are pleased to place before you the annual report along with the
audited accounts for the |
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| year
ended June 30, 2001. |
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| Your
directors' continuous struggle to revive the project has born some result.
After hard persuasion and |
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| representations
to the Government that the project could be revived and is still viable, the
Government |
|
| provided
relief in the form of waiver of demurrage to the extent of 70 percent of the
leviable demurrage. |
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| According
to the notification issued the consignments lying at port were to be cleared
within three months. |
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| Whilst
we take this as a major achievement we have again taken up the matter with
the concerned |
|
| Governmental
agencies and emphasized that the time period for lifting of the consignment
must be |
|
| extended
and the balance 30 percent demurrage may be deferred and recovered after the |
|
| commencement
of production activities. Similar request has been made for the |
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| deferment
of the custom duties and taxes. It is also pertinent to note that the foreign
shareholders, |
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| representing
majority, and the lenders have also requested the Government to consider the
waiver or |
|
| deferment
of demurrage and custom duties. Both the requests are under consideration by
the relevant |
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| Government
departments and we are hopeful of a favourable outcome. |
|
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| The
above said charges of demurrage, custom duties and taxes form significant
part of the short fall |
|
| required
to complete the project. With hopes that these issues shall successfully be
resolved, your |
|
| directors
have made an action plan to revive the project. The plan has been discussed
with the foreign |
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| shareholders,
and the lenders who also share our views. Your directors are committed to
revive the |
|
| project
and have sought assistance from the shareholders, lenders and above all the
Government to help in |
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| completing
the land mark project. |
|
|
| The
auditors' observation regarding the ability of the company to continue as a
going concern is largely |
|
| mitigated
by the above explanations. In addition to the above your directors are in
contact with the lenders |
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| and
are in negotiations for restructuring/rescheduling of the liabilities. Your
directors believe that upon |
|
| successful
outcome of the concessions by the Government, the negotiations shall speed up
and shall be |
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| amicably
resolved. |
|
|
| The
pattern of shareholding as on June 30, 2001 is annexed. |
|
|
| The
present Auditors M/s Hussain Chaudhury & Company Chartered Accountants,
retire & being |
|
| eligible
offer themselves for re-appointment. |
|
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| We
put on record our special thanks to the shareholders. We also put on record
our gratitude to the foreign |
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| lenders,
bankers and Government functionaries for their continued support and
cooperation. |
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|
On Behalf of the Board |
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| Lahore: |
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|
(KHAWAJA MOHAMMAD JAWED) |
|
| December
06, 2001 |
|
Chief Executive |
|
|
|
| PATTERN
OF SHAREHOLDING AS AT JUNE 30, 2001 |
|
|
| NUMBER OF |
|
SHARE HOLDING |
|
TOTAL SHARES |
|
| SHARE |
FROM |
|
TO |
HELD |
|
| HOLDERS |
|
|
| 3 |
1 |
-- |
100 |
300 |
|
| 1377 |
101 |
-- |
500 |
687,700 |
|
| 260 |
501 |
-- |
1000 |
259,900 |
|
| 754 |
1001 |
-- |
5000 |
2,617,067 |
|
| 328 |
5001 |
-- |
10000 |
2,891,500 |
|
| 123 |
10001 |
-- |
15000 |
1,618,000 |
|
| 96 |
15001 |
-- |
20000 |
1,815,000 |
|
| 66 |
20001 |
-- |
25000 |
1,561,333 |
|
| 50 |
25001 |
-- |
30000 |
1,441,000 |
|
| 24 |
30001 |
-- |
35000 |
800,500 |
|
| 18 |
35001 |
-- |
40000 |
700,000 |
|
| 10 |
40001 |
-- |
45000 |
440,000 |
|
| 35 |
45001 |
-- |
50000 |
1,725,900 |
|
| 8 |
50001 |
-- |
55000 |
425,000 |
|
| 7 |
55001 |
-- |
60000 |
408,500 |
|
| 12 |
60001 |
-- |
65000 |
760,500 |
|
| 7 |
65001 |
-- |
70000 |
475,000 |
|
| 4 |
70001 |
-- |
75000 |
293,000 |
|
| 8 |
75001 |
-- |
80000 |
627,500 |
|
| 8 |
80001 |
-- |
85000 |
661,500 |
|
| 8 |
85001 |
-- |
90000 |
705,000 |
|
| 3 |
90001 |
-- |
95000 |
281,500 |
|
| 17 |
95001 |
-- |
100000 |
1,697,200 |
|
| 4 |
100001 |
-- |
105000 |
413,500 |
|
| 3 |
105001 |
-- |
110000 |
319,000 |
|
| 1 |
110001 |
-- |
115000 |
111,500 |
|
| 2 |
115001 |
-- |
120000 |
236,500 |
|
| 5 |
120001 |
-- |
125000 |
622,500 |
|
| 1 |
125001 |
-- |
135000 |
132,500 |
|
| 2 |
135001 |
-- |
140000 |
276,000 |
|
| 1 |
140001 |
-- |
145000 |
141,500 |
|
| 4 |
145001 |
-- |
150000 |
593,000 |
|
| 1 |
150001 |
-- |
155000 |
152,000 |
|
| 4 |
155001 |
-- |
160000 |
636,000 |
|
| 1 |
160001 |
-- |
165000 |
164,500 |
|
| 3 |
165001 |
-- |
175000 |
520,500 |
|
| 1 |
175001 |
-- |
180000 |
177,000 |
|
| 4 |
195001 |
-- |
200000 |
797,800 |
|
| 1 |
200001 |
-- |
205000 |
200,500 |
|
| 2 |
205001 |
-- |
230000 |
454,500 |
|
| 3 |
230001 |
-- |
235000 |
700,000 |
|
| 2 |
235001 |
-- |
240000 |
474500 |
|
| 5 |
240001 |
-- |
250000 |
1,248,000 |
|
| 1 |
250001 |
-- |
255000 |
250,500 |
|
| 1 |
255001 |
-- |
260000 |
257,000 |
|
| 1 |
260001 |
-- |
265000 |
261,000 |
|
| 1 |
265001 |
-- |
290000 |
286,000 |
|
| 1 |
290001 |
-- |
305000 |
301,000 |
|
| 1 |
305001 |
-- |
310000 |
310,000 |
|
| 1 |
310001 |
-- |
315000 |
315,000 |
|
| 2 |
320001 |
-- |
325000 |
645,400 |
|
| 1 |
325001 |
-- |
330000 |
329,500 |
|
| 1 |
330001 |
-- |
350000 |
350,000 |
|
| 1 |
350001 |
-- |
360000 |
358,000 |
|
| 1 |
360001 |
-- |
375000 |
375,000 |
|
| 1 |
375001 |
-- |
385000 |
384,000 |
|
| 1 |
385001 |
-- |
390000 |
386,500 |
|
| 1 |
395001 |
-- |
400000 |
398,000 |
|
| 1 |
435001 |
-- |
440000 |
439,000 |
|
| 1 |
455001 |
-- |
460000 |
459,700 |
|
| 1 |
470001 |
-- |
475000 |
473,000 |
|
| 1 |
480001 |
-- |
485000 |
481,500 |
|
| 1 |
490001 |
-- |
495000 |
492000 |
|
| 1 |
505001 |
-- |
510000 |
508,500 |
|
| 2 |
515001 |
-- |
520000 |
1,033,500 |
|
| 1 |
530001 |
-- |
535000 |
530,200 |
|
| 1 |
690001 |
-- |
695000 |
694,425 |
|
| 1 |
735001 |
-- |
740000 |
736,500 |
|
| 1 |
895001 |
-- |
900000 |
896,100 |
|
| 1 |
900001 |
-- |
905000 |
902,000 |
|
| 3 |
995001 |
-- |
1000000 |
2,997,000 |
|
| 1 |
1795001 |
-- |
1800000 |
1,798,000 |
|
| 12 |
1995001 |
-- |
2000000 |
23,976,200 |
|
| 1 |
2135001 |
-- |
2140000 |
2,138,325 |
|
| 1 |
2495001 |
-- |
2500000 |
2,499,700 |
|
| 1 |
2995001 |
-- |
3000000 |
2,997,000 |
|
| 1 |
3460001 |
-- |
3465000 |
3,464,700 |
|
| 1 |
8145001 |
-- |
8150000 |
8,146,619 |
|
| 1 |
8940001 |
-- |
8945000 |
8,943,711 |
|
| 1 |
11980001 |
-- |
11985000 |
11,988,000 |
|
| 1 |
13870001 |
-- |
13875000 |
13,874,142 |
|
| 1 |
14995001 |
-- |
15000000 |
15,000,000 |
|
| 1 |
17060001 |
-- |
17065000 |
17,064,095 |
|
| 1 |
19995001 |
-- |
20000000 |
19,999,980 |
|
| 2 |
24515001 |
-- |
24520000 |
49,038,190 |
|
| 1 |
24570001 |
-- |
24575000 |
24,572,476 |
|
| 1 |
50000001 |
-- |
50005000 |
50,000,300 |
|
| 1 |
259840001 |
-- |
259845000 |
259,840,400 |
|
| ------------------ |
|
------------------ |
|
| 3337 |
|
562,456,363 |
|
| ========== |
|
========== |
|
|
| CATEGORIES
OF |
|
NUMBER OF |
SHARES |
PERCENTAGE |
|
| SHAREHOLDERS |
|
SHARES |
HELD |
|
|
|
| INDIVIDUAL |
|
3,241 |
176,825,214 |
31.44 |
|
| INVESTMENT
COMPANY |
|
4 |
2,271,825 |
0.40 |
|
| INSURANCE
COMPANY |
|
3 |
20,064,980 |
3.57 |
|
| JOINT
STOCK COMPANY |
|
57 |
12,872,900 |
2.29 |
|
| FINANCIAL
INSTITUTION |
|
9 |
65,687,925 |
11.68 |
|
| MODARABA
COMPANY |
|
3 |
559,000 |
0.10 |
|
| FOREIGN
COMPANY |
|
5 |
284,011,019 |
50.49 |
|
| OTHERS |
|
15 |
163,500 |
0.03 |
|
|
|
------------------ |
------------------ |
------------------ |
|
|
|
3,337 |
562,456,363 |
100.00 |
|
|
|
========== |
========== |
========== |
|
|
|
|
|
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
|
| We
have audited the annexed balance sheet of CHAKWAL CEMENT
COMPANY LIMITED as at June 30, |
|
| 2001
and cash flow statement together with the notes forming part thereof, for the
year then ended and we |
|
| state
that we have obtained all the informations 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
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. |
|
|
|
|
|
|
| b) in our opinion |
|
|
|
|
| (i)
the balance sheet 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, cash flow statement 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 June 30, 2001 and its cash flows
for the year then |
|
| ended; and |
|
|
|
|
| d)
in our opinion no Zakat was deductible at source under the Zakat and Ushr
Ordinance, 1980. |
|
|
| Without
qualifying our opinion, we draw attention to note 1.3, 5 and 7 to the
financial statements. The company's |
|
| current
liabilities exceed its current assets by Rs. 2,364.125 million as at June 30,
2001 which alongwith other |
|
| matters
as set forth in note 1.3 and 5 raise substantial doubt that the company will
be able to continue as a |
|
| going concern. |
|
|
| Lahore: |
|
|
(M. HUSSAIN CHAUDHURY & CO.) |
|
| Dated:
December 06, 2001 |
|
|
Chartered Accountants |
|
|
|
| BALANCE
SHEET AS AT JUNE 30, 2001 |
|
|
|
|
|
2001 |
2000 |
|
|
|
NOTE |
(RUPEES) |
(RUPEES) |
|
|
|
| CAPITAL
AND LIABILITIES |
|
| Share
Capital and Reserves |
|
| Authorised
capital: |
|
| 750
million (2000:750 million) ordinary |
|
|
| shares
of Rs. 10 each |
|
|
7,500,000,000 |
7,500,000,000 |
|
|
|
|
========== |
========== |
|
| Issued,
subscribed and paid up capital |
3 |
5,624,563,630 |
5,624,563,630 |
|
| Capital rescue |
|
4 |
214,838,692 |
214,838,692 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
5,839,402,322 |
5,839,402,322 |
|
|
|
|
| Long
Term Loan - Secured |
|
5 |
-- |
124,199,750 |
|
| Deferred
Liability - Gratuity Payable |
|
1,477,258 |
1,221,266 |
|
|
| Current
Liabilities |
|
|
|
| Current
potion of long term loan |
|
|
1,033,200,000 |
869,398,250 |
|
| Due
to sponsors and directors |
|
|
30,108,764 |
29,464,347 |
|
| Creditors,
accrued and other liabilities |
6 |
1,441,143,658 |
1,094,530,460 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
2,504,452,422 |
1,993,393,057 |
|
| Contingencies
and Commitments |
|
7 |
-- |
-- |
|
|
------------------ |
------------------ |
|
|
|
8,345,332,002 |
7,958,216,395 |
|
|
========== |
========== |
|
|
|
| Note: |
|
|
| 1)
The annexed notes from 1 to 15 form an integral part of these accounts. |
|
|
| 2)
Auditors' Report (Annexed) |
|
|
| Lahore: |
|
|
(KHAWAJA MOHAMMAD JAWED) |
|
| December
06, 2001 |
|
Chief Executive |
|
|
|
| PROPERTY
AND ASSETS |
|
|
|
| Fixed
Capital Expenditure |
|
|
|
| Operating
fixed assets |
|
8 |
31,153,002 |
31,485,990 |
|
| Capital
work in progress - net |
|
9 |
8,173,851,417 |
7,783,067,999 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
8,205,004,419 |
7,814,553,989 |
|
| Current Assets |
|
|
|
| Advances,
deposits, prepayments and |
|
|
| other
receivables |
|
10 |
138,975,120 |
135,860,120 |
|
| Cash
and bank balances |
|
11 |
1,352,463 |
7,802,286 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
140,327,583 |
143,662,406 |
|
|
|
|
------------------ |
------------------ |
|
|
8,345,332,002 |
7,958,216,395 |
|
|
|
========== |
========== |
|
|
|
|
(KHAWAJA MOHAMMAD NADEEM) |
|
|
|
Director |
|
|
|
| CASH
FLOW STATEMENT FOR THE YEAR ENDED JUNE 30, 2001 |
|
|
|
|
2001 |
2000 |
|
|
NOTE |
(RUPEES) |
(RUPEES) |
|
|
| CASH
FLOW FROM INVESTING ACTIVITIES |
|
| Operating
fixed assets |
|
|
(2,500) |
(1,350) |
|
| Capital
work in progress - net |
|
|
(14,710,329) |
(14,550,610) |
|
| Financial
charges paid |
|
|
(23,311) |
(1,888) |
|
|
|
|
------------------ |
------------------ |
|
| Net
cash used in investing activities |
|
(14,736,140) |
(14,553,848) |
|
|
|
| CASH
FLOW FROM FINANCING ACTIVITIES |
|
| Interest
income received |
|
|
617,381 |
689,386 |
|
|
|
|
------------------ |
------------------ |
|
| Net
cash from financing activities |
|
|
617,381 |
689,386 |
|
|
|
|
|
|
| (Increase)/decrease
in current assets |
|
97,832 |
(194,391) |
|
| Increase
in current liabilities |
|
|
10,857,265 |
16,068,244 |
|
|
|
|
|
|
| Income tax paid |
|
|
(3,178,161) |
(115,291) |
|
| Gratuity paid |
|
|
(108,000) |
-- |
|
|
|
|
------------------ |
------------------ |
|
| Increase/(decrease)
in cash & cash equivalents |
|
(6,449,823) |
1,894,100 |
|
| Cash
and cash equivalents at beginning of the year |
|
7,802,286 |
5,908,186 |
|
|
|
|
------------------ |
------------------ |
|
| Cash
and cash equivalents at end of the year |
|
1,352,463 |
7,802,286 |
|
|
|
|
========== |
========== |
|
|
|
|
|
(KHAWAJA MOHAMMAD JAWED) |
|
(KHAWAJA MOHAMMAD NAEEM) |
|
|
Chief Executive |
|
Director |
|
|
|
|
| NOTES
TO THE ACCOUNTS FOR THE YEAR ENDED JUNE 30, 2001 |
|
|
| 1.
The company and its operations |
|
|
| 1.1
Chakwal Cement Company Limited was incorporated in Pakistan on May 23, 1993
as a private |
|
| limited
company and subsequently converted into a public limited company on October
18, |
|
| 1994
under the Companies Ordinance, 1984. The Company is listed on all Stock
Exchanges of |
|
| Pakistan.
The principal activity of the company is to set up an industrial undertaking
for the |
|
| manufacture
and sale of cement. |
|
|
|
|
| 1.2
Profit and loss account for the year ended June 30, 2001 has not been drawn
up as the company has |
|
| not
commenced its operating activities. |
|
|
| 1.3
Going concern: |
|
|
|
| The
company had originally envisaged commencement of commercial production by
October 1997. |
|
| But
the project could not be completed due to certain financial constraints and
non clearance of |
|
| certain
parts of imported plant and machinery lying at the Karachi Port. Due to the
financial |
|
| constraints
the company has not been able to pay any installment in respect of the
foreign currency |
|
| loan
that has become totally due and the lender has filed a suit for recovery as
explained in note 5. |
|
| These
fac |