| Dewan Farooque Motors Limited |
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| Annual
Report 2001 |
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| CONTENTS |
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| Company
Information |
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| Mission
Statement |
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| Notice
of Annual General Meeting |
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| Directors'
Report |
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| Auditor's
Report |
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| Balance Sheet |
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| Profit
& Loss Account |
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| Cash
Flow Statement |
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| Notes
to the Account |
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| Pattern
of Shareholding |
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| COMPANY
INFORMATION |
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| BOARD
OF DTRECTORS |
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| Dewan
Ziaur Rehman Farooqui |
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Chairman |
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| Dewan
Mohammad Yousuf Farooqui |
Chief Executive /
Managing Director |
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| Dewan
Abdullah Ahmed |
|
Deputy Managing Director |
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| Dewan
Ghulam Mustafa Khalid |
|
Director |
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| Dewan
Abdul Rehman Farooqui |
|
Director |
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| Dewan
M. Ayub Khalid |
|
Director |
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| Dewan
Asim Mushfiq Farooqui |
|
Director |
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| COMPANY
SECRETARY |
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| Dewan
Abdullah Ahmed |
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| BANKERS |
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| Societe
Generale, The French & |
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| International
Bank |
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| Habib
Bank Limited |
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| ABN
AMRO Bank N.V |
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| Muslim
Commercial Bank Limited |
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| Askari
Commercial Bank Limited |
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| PICIC
Commercial Bank Limited |
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| Allied
Bank of Pakistan Limited |
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| National
Bank of Pakistan |
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| Bank
Al Falah Limited |
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| The
Bank of Khyber |
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REGISTERED OFFICE |
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|
Dewan Centre, 3-A
Lalazar, |
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| AUDTTORS |
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Beach Hotel Road, |
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| Feroz
Sharif Tariq & Co. |
Karachi. |
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| Chartered
Accountants |
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| 4/N/4,
Block 6, PECHS |
REGTONAL OFFZCES |
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| Karachi. |
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|
Lahore |
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| LEGAL
ADVTSORS |
R-187, L.C.C.H.S, Defence |
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| A.
K. Brohi & Co. |
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| Afridi,
Angel & Khan |
Islamabad |
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| Mandviwalla
& Zafar |
Flat No. 4, Block 16-A, |
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|
Mount View Plaza |
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| REGISTRAR |
|
Super Market, Sector F-6 |
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| THK
Associates (Pvt) Limited |
FACTORY |
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| Sheikh
Sultan Trust Building No. 2, |
Jilaniabad, Budhu Talpur |
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| Beaumont
Road, |
District Sajawal |
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| Karachi. |
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Sindh. |
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| MISSION
STATEMENT |
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| *
To be the No. 1 automobile company in Pakistan. |
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| *
To assume leadership role in the technological advancement of the industry
and to achieve |
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| the
highest level of qualitative and quantitative indeginisation. |
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| *
To offer high value, economical and qualitative solutions to address the
commuting needs |
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| of
a diverse range of customers. |
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| *
To seek long-term and good relations with our suppliers and dealers with
fair, honest and |
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| mutually
profitable dealings. |
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| *
To be a totally customer oriented company and to achieve Total Customer
Satisfaction. |
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| *
To create a work environment, which motivates, recognizes and rewards
achievements at |
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| all
levels of the organization. |
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| *
To produce environment friendly vehicles. |
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| *
To be a contributing corporate citizen for the betterment of society, and to
exhibit a socially |
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| responsible
behavior. |
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| NOTICE
OF ANNUAL GENERAL MEETING |
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| Notice
is hereby given that the 3rd Annual General Meeting of Shareholders of Dewan
Farooque |
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| Motors
Limited will be held on December 29, 2001 at 06.30 p.m. at Dewan Centre, 3-A,
Lalazar, |
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| Beach
Hotel Road, Karachi, to transact the following business: |
|
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| 1.
To confirm the minutes of Second Annual General Meeting. |
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| 2.
To receive and adopt the audited accounts together with the Reports of
Directors and |
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| Auditors
for the year ended June 30, 2001. |
|
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| 3.
To appoint Auditors for the year ending June 30, 2002 and fix their
remuneration. The |
|
| retiring
auditors M/s Feroze Sharif Tariq & Company, Chartered Accountants, being
eligible, |
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| offer
themselves for re-appointment. |
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By Order of the Board |
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|
Dewan Abdullah Ahmed |
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| Karachi |
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|
Deputy Managing Director/ |
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| December
07, 2001 |
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Company Secretary |
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| Notes: |
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| 1.
A member of the company entitled to attend and vote at this meeting may
appoint another member of his/her |
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| proxy
to attend and vote instead of him/her. Proxies, in order to be effective,
must be received by the Company |
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| not
less than 48 hours before the meeting. CDC Account Holders will further have
the following guidelines |
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| as
laid down by the Securities and Exchange Commission of Pakistan. |
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| a)
For Attending Meeting: |
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|
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| i)
In the case of individuals, the account holder or sub account holder and/or
the person whose securities |
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| are
in group account and their registration details are uploaded as per the
Regulations, shall authenticate |
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| his/her
identity by showing his/her original National Identity Card (NIC) or original
passport at the |
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| time
of attending the meeting. |
|
|
| ii)
In the case of corporate entity, the Board of Directors' resolution/power of
attorney with the specimen |
|
| signature
of the nominee shall be produced (unless it has been provided earlier) at the
time of |
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| meeting. |
|
|
|
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| b)
For Appointing Proxies: |
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| i)
In the case of individuals, the account holder or sub-account holder and/or
the person whose securities |
|
| are
in group account and their registration details are uploaded as per the
regulations, shall submit |
|
| the
proxy form as per the above requirement. |
|
|
| ii)
Two persons whose names, addresses and NIC numbers shall be mentioned on the
form shall witness |
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| the proxy. |
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|
|
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| iii)
Attested copies of NIC or the passport of the beneficial owners and proxy
shall be furnished with the |
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| proxy form. |
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|
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| iv)
The proxy shall produce his/her original NIC or original passport at the time
of meeting. |
|
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| v)
In case of corporate entity, the Board of Directors' resolution/power of
attorney with the specimen |
|
| signature
of the nominee shall be produced (unless it has been provided earlier) along
with the proxy |
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| form
to the Company. |
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|
|
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| 2.
Members are requested to immediately notify the change in their addresses, if
any. |
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| 3.
The Share Transfer Books of the Company will remain closed from December 26,
2001 to January 2, 2002 |
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| (both
days inclusive). |
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| DIRECTORS'
REPORT |
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| I
am pleased to inform you that your Company has successfully completed its
first full year |
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| of
commercial operations. In this connection, I welcome you all at 3rd Annual
General Meeting |
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| and
would like to present before you the Annual Report and comments on operations
and |
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| performance
of your Company: |
|
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| The
key figures of the accounts are given below: |
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From 01 |
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|
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|
January 2000 to |
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|
June 30, 2001 |
30 June 2000 |
|
|
|
(Rupees in
'000) |
|
|
| Gross sales |
|
|
4,024,387 |
1,197,233 |
|
| Depreciation |
|
|
83,879 |
12,581 |
|
| Gross profit |
|
|
184,838 |
97,965 |
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| Operating profit |
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|
97,515 |
77,988 |
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| Net
(Loss)/Profit after tax |
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|
(31,150) |
63,557 |
|
| Un-appropriated
profit carried forward |
|
32,407 |
63,557 |
|
|
| Last
year figures reflect six months commercial operations. During the current
year, Sales |
|
| turnover
has increased to Rs.4,024 Million as opposed to last year's sales of Rs.
1,197 Million. |
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| This
is basically attributable to a full year's commercial operations of the
Company and the |
|
| introduction
of the KIA Spectra 1500 cc passenger car in the second half of the year. The
Gross |
|
| profit
has increased in absolute amount by Rs. 86.8 Million but the GP ratio has
declined |
|
| considerably
due to depreciation of Pak Rupee against USS by 19%, which could not be
passed |
|
| on
to the customers. The fixed manufacturing overheads have increased by Rs.
225.8 Million |
|
| as
compared to the previous year and administration & selling expenses by
Rs. 69.4 Million. |
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| The
financial expenses have increased by Rs.103 Million as compared to previous
year as the |
|
| financial
expenses on long-term loan are being charged to the Profit & Loss Account
from the |
|
| second
half of this current year since the main plant has been put to commercial
production. |
|
| The
initial years of a new project are critical as to its capacity for absorbing
total cost of the |
|
| operations.
From the figures, you can see that with the grace of Almighty Allah, the
project |
|
| has
absorbed all of the operational cost in its very first year of full
commercial operation. |
|
|
| We
humbly and gratefully bow our heads before Almight Allah, the most Gracious
and |
|
| Merciful,
who has rewarded and blessed your Company with His innumerable bounties in
the |
|
| difficult times. |
|
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| IF
YE GIVE THANKS, I WILL GIVE YOU MORE (AL-QURAN) |
|
|
| Marketing |
|
| The
highlight of your Company's performance during 2000-01 was the |
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| record
7,906 units first full financial year's sales by any assembler in Pakistan.
The |
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| management
takes pride in this performance, keeping in view the fact that |
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| the
10,000 units per annum state-of-the-art Plant-II commenced its operations
only |
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| in
January 2001. With the commencement of production at our new Plant-II,
metallic |
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| and,
for the first time in Pakistan, Mica colours were also introduced to the |
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| market place. |
|
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| In
the financial year 2000-01, two new products were added to our product-mix:
KIA Spectra |
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| and
KIA NGV. Actual impact of these products on the financial statements will
however be |
|
| observed
in the next financial year as KIA Spectra was launched in March 2001, and KIA
NGV |
|
| was
launched in the later part of June 2001. |
|
|
| KIA
Spectra is powered by a 1.5 Litre Super EFI, 4-cylinder, 16-valve, DOHC
engine, with |
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| manual
and automatic transmission options. The product immediately gained acceptance
in |
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| the
marketplace achieving a commendable 30% market share in its class. |
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|
| KIA
NGV, Pakistan's first bi-fuel sedan was developed with European
collaboration. The dedicated |
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| design
/ purpose built factory fitted CNG fuel system of KIA NGV provides the
flexibility of |
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| operation
on gasoline or CNG with utmost ease and convenience. The product has been
very |
|
| well
accepted in the marketplace. |
|
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| The
Hyundai Santro product line was also rationalized by the introduction of GS
and GX models |
|
| during
the year. Hyundai Santro Plus GS was launched in September 2000. The GS
offered |
|
| high
value for money to the customers and immediately became popular. Its
popularity can |
|
| be
judged from the fact that after its launch, Santro Plus sales quadrupled. The
GX variant |
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| was
launched in April 2001 offering, for the first time in Pakistan, features
like Alloy Wheels, |
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| Rear-Spoiler,
Fog lamps and Central Locking in the economy segment. |
|
|
| Hyundai
Shehzore continued its domination of the 1-Ton Pickup segment achieving a |
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| substantial
68% market share of the 1-Ton Pickup Segment. Sales volume doubled |
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| to
2,824 units as opposed to 1,404 units in 1999-2000. Similarly, Hyundai Grace |
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| also
gave a strong performance proving its leadership in the 12-seat and above |
|
| passenger
van segment with sales of 124 units. |
|
|
| Dealership
Network: |
|
| During
the year, groundwork was started to give our dealership network a new image.
A new |
|
| distribution
strategy to market both Hyundai and KTA products from the same network was |
|
| adopted
to strengthen our network, make our dealerships more viable, and to inculcate
healthy |
|
| competition
amongst our dealers. As a result, our dealership network increased to 18
Hyundai- |
|
| KTA
3-S dealerships during 2000-01 in 10 major cities of Pakistan, ensuring
availability of |
|
| Hyundai
and KTA vehicles and after-sales service at the customers' doorstep. |
|
|
| Customer
Relations and Training |
|
| Our
Customer Relations and Training Department has been instrumental in |
|
| conducting
various seminars and workshops for developing professional |
|
| skills
of dealer sales staff. It endeavors to develop and enhance their knowledge, |
|
| skills
and techniques for effective sales management and selling skills. |
|
|
| Training
Department has conducted 32 sales and product-training programmes |
|
| during
the year under review consisting of more than 3000 man-hours. The courses |
|
| covered
are Sales Management Skills, Personal Selling Skills, Customer Handling
Skills, |
|
| Dynamic
Sales Training and Individual Product Training of Hyundai and KTA range of
vehicles. |
|
|
| Service
Training Centre |
|
| The
long-term success of DFML and dealers depends on the ability to retain the
customers. |
|
| The
quality of our customers' long-term ownership experience is directly related
to the first |
|
| hand
impression they receive from dealers' service department. |
|
|
| In
order to improve and upgrade the skills of service staff, DFML conducted
m-house and On |
|
| the
Job Training programmes. The main objectives were to provide quality product
support, |
|
| achieve
customer satisfaction and minimize complaints related to the product and its
operation. |
|
|
| The
Service Training Centre has conducted 18 technical courses in 56 sessions for
568 |
|
| participants
during the year under review. |
|
|
| DFML
Training centre also organized Service Campaigns. Recently, separate service
campaigns |
|
| for
Spectra, Shehzore and Grace Van were conducted all over Pakistan. The
objective is to |
|
| convey
the message to the customers that we care and also to develop long-term
relationships |
|
| with
the customers. |
|
|
| Manufacturing |
|
| The
plant located in Sujawal - District Thatta comprises of a body shop, paint
shop and an |
|
| assembly
shop. Its unique features include, inter-alia, the provision of high standard
of living |
|
| accommodation
for all categories of employees, the availability of land for expansion of |
|
| production
facilities, the n-house generation of electric power, the building design and |
|
| construction
in RCC structure, the top coat painting using Robots thus achieving high
quality |
|
| of
painting and at the same time reduction in paint wastage. |
|
|
| The
plant has a designed capacity of 10,000 vehicles per year on a single shift |
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| basis.
The capacity is based on five products comprising three different cars |
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| and
two different chassis frame mounted vehicles. The cars are assembled on a |
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| conveyor
line and constitute about 65% of the total assembly capacity. |
|
|
| The
installation of main plant and facilities were completed during the year and
the |
|
| commercial
production from the main plant commenced from January 2001. |
|
|
| The
major landmark activities in the manufacturing domain were a) start of
production of KIA |
|
| Spectra
car, b) engineering design and conversion of 1300 cc KIA Classic into a
Bi-fuel car, |
|
| named
NGV, based on compressed natural gas as alternative fuel, c) Development of
Sportage |
|
| RHD
Turbo-diesel Wagon, the production preparations for which are underway and d)
start |
|
| of
Shehzore pickup production at the main plant from November 2001. |
|
|
| The
Company acknowledges the importance of manpower training to improve their
efficiency |
|
| and
quality of work required to produce a standard quality vehicle. During the
year employees |
|
| from
the engineering and production departments were sent to Korea and Germany to
acquire |
|
| training. |
|
|
| :In
the area of part localization, the Company achieved all the assigned deletion
targets. There |
|
| is
full realization in the Company that the localization policy of the
Engineering Development |
|
| Board,
in the long run, will reduce the product cost to the advantage of the
Consumer and |
|
| at
the same time provide the much-needed transfer of technology. We therefore
applied full |
|
| thrust
to maximize localization in all the four products and achieved the targets
set for |
|
| achievement
by .June 2001. The Company is thankful to the vendors without whom support |
|
| it
would have been very difficult to achieve the deletion targets. |
|
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| Future
Prospects: |
|
| Though
the political situation in the Region is posing lot of |
|
| pressure
on the Company's operations, however, utmost efforts |
|
| are
underway to earn reasonable profitability. In this respect,. |
|
| Rupee
- US$ parity will play a vital role to achieve the desired |
|
| results. |
|
|
| In
the ensuing year, our product-mix will be further extended |
|
| with
the introduction of KIA Sportage Wagon, powered by a 2- |
|
| litre
turbo-charged inter-cooled diesel engine. It will be the very |
|
| first
Sports Utility Vehicle to be assembled in Pakistan. |
|
|
| To
further enhance our dealership network, dealerships are being added in big
cities and new |
|
| dealerships
are being added to incorporate small cities in our network, as well. |
|
|
| From
production to delivery, our philosophy is to provide quality products, sales
and after- |
|
| sales
services to our valued customers., satisfying their highest level of
expectations. |
|
|
| Vote of Thanks |
|
| On
behalf of the Board, I thank you, the valued shareholders, Federal and
Provincial Government |
|
| functionaries,
banks, development financial institutions, leasing companies, dealers,
vendors |
|
| and
customers for their continued support and patronage. |
|
|
| The
Board would also like to appreciate the valuable services, loyalty and
efforts rendered by |
|
| the
executives, staff members and workers of the Company, during the year under
review. |
|
|
| Auditors |
|
| The
Auditors of your Company, Messer Feroze Sharif Tariq and Co., Chartered
Accountants, |
|
| retire
and offer their services for re-appointment for the ensuing year. |
|
|
| Earning
per share (EPS) |
|
| The
EPS is Re. (0.42) |
|
|
| Pattern
of Shareholding |
|
| The
pattern of Shareholding of the Company as at 30 June 2001 is included in the
Annual |
|
| report. |
|
|
| Conclusion: |
|
| In
conclusion, we bow, beg and pray to Almighty Allah, Rahman-o-Rahim, in the
name of |
|
| beloved
Prophet, Muhammad, peace be upon him, for continued showering of His
Blessing, |
|
| Guidance,
Strength, Health and Prosperity to us, our Company, Country and Nation and
also |
|
| pray
to Almighty Allah to bestow peace, harmony, brotherhood and unity in true
Islamic spirit |
|
| to
whole of Muslim Ummah, Ammen, Summa Ameen. |
|
|
| LO-MY
LORD TS INDEED HEARER OF PRAYER (AL-QURAN) |
|
|
|
|
For and on behalf of the Board of Directors |
|
|
|
|
|
DEWAN MOHAMMAD YOUSUF FAROOQUI |
|
| Karachi:
06 December 2001 |
|
Chief Executive/Managing Director |
|
|
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
|
| We
have audited the annexed balance sheet of Dewan Farooque
Motors Limited as at 30 |
|
| June
2001 and the related 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 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 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; |
|
|
|
|
| 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 30 June 2001
and |
|
| of
the loss, 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
(XVIII of 1980). |
|
|
|
|
| 06th
December 2001 |
|
Feroze Sharif Tariq & Co. |
|
| Karachi |
|
|
Chartered Accountants |
|
|
|
| Balance
Sheet as at 30 June 2001 |
|
|
|
Note |
30 June |
30 June |
|
|
|
2001 |
2000 |
|
|
|
(Rs. in
'000) |
|
|
| TANGIBLE
FIXED ASSETS |
|
| -
At cost less accumulated depreciation |
3 |
1,624,283 |
272,097 |
|
|
| CAPITAL
WORK IN PROGRESS |
|
108,866 |
1,174,027 |
|
| DEFERRED
COST |
|
8,766 |
11,688 |
|
| LONG
TERM INVESTMENTS |
|
-- |
1,875 |
|
|
|
|
|
------------------ |
------------------ |
|
|
|
|
|
1,741,915 |
1,459,687 |
|
| CURRENT
ASSETS |
|
|
|
| Stores
and spares |
|
7 |
71,352 |
3,736 |
|
| Stock in trade |
|
|
8 |
1,121,079 |
453,922 |
|
| Stock in transit |
|
|
|
179,054 |
473,483 |
|
| Trade
debtors - unsecured, considered good |
|
110,626 |
42,474 |
|
| Advances,
deposits, prepayments |
|
|
| and
other receivables |
|
9 |
214,324 |
220,430 |
|
| Cash
and bank balances |
|
10 |
38,496 |
72,449 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
1,734,931 |
1,266,494 |
|
|
|
|
|
| CURRENT
LIABILITIES |
|
| Morabaha
financing - secured |
|
|
-- |
22,000 |
|
|
| Short
term running finance - secured |
11 |
208,665 |
46,283 |
|
|
| Creditors,
accrued expenses |
|
|
|
|
|
| and
other liabilities |
|
12 |
1,450,633 |
1,152,552 |
|
|
| Current
portion of liability |
|
|
|
|
|
| against
assets subject to finance lease |
16 |
44,861 |
-- |
|
|
| Provision
for taxation |
|
13 |
18,000 |
6,200 |
|
|
|
|
|
------------------ |
------------------ |
|
|
|
|
|
1,722,159 |
1,227,035 |
|
|
|
|
|
------------------ |
------------------ |
|
|
| NET
CURRENT ASSETS |
|
|
12,772 |
39,459 |
|
|
|
|
|
|
------------------ |
------------------ |
|
|
| FUNDS
EMPLOYED |
|
|
1,754,687 |
1,499,146 |
|
|
|
========== |
========== |
|
|
| SHAREHOLDERS'
EQUITY |
|
| Share capital |
|
|
| Authorized |
|
|
| 80,000,000
(2000: 80,000,000) |
|
800,000 |
800,000 |
|
|
|
========== |
========== |
|
| Ordinary
shares of Rs.10 each |
|
|
| Issued,
subscribed and paidup |
|
|
734,031 |
734,031 |
|
| 73,403,100
Ordinary shares of Rs.10 each |
|
|
| fully
paid in cash |
|
|
| UNAPPROPRIATED
PROFIT BROUGHT FORWARD |
32,407 |
63,557 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
766,438 |
797,588 |
|
| LONG
TERM LIABILITIES |
|
|
|
|
|
|
|
| LONG
TERM LOANS - secured |
|
15 |
700,000 |
600,000 |
|
| LIABILITY
AGAINST ASSETS SUB3ECT |
|
|
| TO
FINANCE LEASE |
|
16 |
256,907 |
76,236 |
|
| LONG
TERM DEPOSITS |
|
|
28,000 |
24,000 |
|
| DEFERRED
LIABILITY FOR STAFF GRATUITY |
|
3,342 |
1,322 |
|
|
|
|
|
------------------ |
------------------ |
|
| COMMITMENTS |
|
27 |
|
|
|
|
|
1,754,687 |
1,499,146 |
|
|
|
========== |
========== |
|
|
|
Dewan M. Yousuf Farooqui |
|
Dewan Abdullah Ahmed |
|
|
Chief Executive/Managing Director |
|
Deputy Managing Director |
|
|
|
|
| Profit
& Loss Account |
|
| for
the year ended 30 June 2001 |
|
|