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Maple Leaf Cement Factory Limited
Annual Report 2001
Contents
Company Information
Notice of Meeting
Directors' Report
Five Years Summary
Auditors' Report
Balance Sheet
Profit and Loss Account
Cash Flow Statement
Statement of Equity
Notes To The Accounts
Pattern of Shareholding
COMPANY INFORMATION
Board of Directors Auditors
Mr. Tariq Sayeed Saigol Ford, Rhodes, Robson, Morrow
Chairman/Chief Executive Chartered Accountants
Mr. Aamir Fayyaz Sheikh Legal Advisors
Mr. Sayeed Tariq Saigol 1. Cornelius Lane and Mufti
Mr. Waleed Tariq Saigol Advocates & Solicitors,
Mr. Zamiruddin Azar Lahore.
Rana Muhammad Hanif 2. Mr. Nomaan Akram Raja
Mr. Muhammad Riyaz Husain Bokhari Barrister-At-Law
(Representing FLS & IFU, Denmark) Raja Mohammad Akram & Co.
Mr. Mahmood Ahmed Advocates and Legal Consultants,
(Representing Crescent Investment Bank Ltd.) Lahore.
Company Secretary Registered Office
Mr. Mohammad Sharif 42-Lawrence Road, Lahore.
Phone: (042) 6278904-5
Bankers of the Company Fax: (042) 6363184
Muslim Commercial Bank Limited E-mail: mlcfl@kmlg.com
The Bank of Punjab
Allied Bank of Pakistan Limited Factory
Soneri Bank Limited Iskanderabad Distt. Mianwali.
Habib Bank Limited Phones: (0459) 392237-8
PICIC Commercial Bank Limited
United Bank Limited
National Bank of Pakistan
NOTICE OF THE ANNUAL GENERAL MEETING
Notice is hereby given that the 41st Annual General Meeting of the members of Maple Leaf Cement Factory
Limited will be held at its Registered Office, 42-Lawrence Road, Lahore on Wednesday, 26th December, 2001
at 10:30 A.M. to transact the following business:
1) To confirm the minutes of last General Meeting.
2) To receive and adopt Audited Accounts of the Company for the year ended June 30, 2001 together with
Auditors' and Directors' Reports thereon.
3) To elect seven directors of the company, as fixed by the Board of Directors, in accordance with the
provisions of Section 178 of the Companies Ordinance, 1984 for a term of three years commencing
December 31, 2001 in place of the following retiring Directors.
1. Mr. Tariq Sayeed Saigol 2. Mr. Aamir Fayyaz Sheikh
3. Mr. Sayeed Tariq Saigol 4. Mr. Waleed Tariq Saigol
5. Mr. Zamiruddin Azar 6. Rana Muhammad Hanif
7. Mr. Mahmood Ahmed 8. Mr. Muhammad Riyaz Husain Bokhari
Representing Crescent Investment Bank Ltd. Representing FLS & IFU, Denmark
Any person who seeks to contest an election to the office of Director shall file with the Company at its
Registered Office, a notice of his intention to offer himself for election not later than 14 days before the
date of the Annual General Meeting.
4) To appoint Auditors and fix their remuneration. The present auditors, M/s Ford, Rhodes, Robson, Morrow,
Chartered Accountants, retire and being eligible, offer themselves for re-appointment.
5) SPECIAL BUSINESS
To approve the remuneration of the Chief Executive and pass the following Resolution as Ordinary
Resolution with or without amendment:-
"RESOLVED that a sum of Rs. 200,000/- (Rupees two hundred thousand only) be and is hereby approved
towards monthly remuneration inclusive of house rent allowance of Chief Executive of the Company for
the next term of his office commencing from 1st January, 2002. In addition to the above, a company
maintained chauffeur driven car for official and private use, private security guards at his residence, hard
and soft furniture, life insurance contribution, leave fare assistance, medical facilities and all other benefits
incidental or relating to his office in accordance with the rules and policy of the company applicable to the
Directors shall also be provided to him".
6) To transact any other business with the permission of the Chair.
By order of the Board
(Mohammad Sharif)
Lahore: December 03, 2001. Company Secretary
STATEMENT U/S 160 (1) (b) OF THE COMPANIES ORDINANCE, 1984.
Shareholders' approval will be sought for the remuneration payable to the Chief Executive for the next term
of his office commencing 1st January, 2002, in accordance with the terms and conditions of his service with
the Company. The Authorised Capital of the Company is Rs. 2,377,646,750/- with subscribed and paid up
capital of Rs. 1,804,913,240/-. The production facilities are located at Iskanderabad, Distt: Mianwali, and annual
gross sales revenue is Rs. 3,815 million for the year ended June 30, 2001.
Notes:
1. Share Transfer Books of the Company will remain closed from 14th December, 2001 to 26th December,
2001 (both days inclusive). Transfers received in order at Company's Shares Department, 42-
Lawrence Road, Lahore, upto close of business on 13th December, 2001 will be considered in time.
2. A member eligible to attend and vote at this meeting may appoint another member as his/her proxy
to attend and vote instead of him/her. Proxies in order to be effective must receive at the Company's
Registered Office, not less than 48 hours before the time for holding the meeting and must be duly
stamped, signed and witnessed.
3. CDC Shareholders, entitled to attend and vote at this meeting, must bring with them their National
Identity Cards / Passport in original alongwith Participants' ID Numbers and their Account Numbers
to prove his/her identity, and in case of Proxy, must enclose an attested copy of his/her NIC or
Passport. Representatives of corporate members should bring the usual documents required for such
purpose.
4. Shareholders are requested to immediately notify the change in address, if any.
DIRECTORS' REPORT TO THE SHAREHOLDERS
Your directors are pleased to present their annual report alongwith the audited accounts and auditors' report
for the financial year ended June 30, 2001.
Production & Sales
The production and sales for the year under review are given as under:
Grey White
Clinker Cement Clinker Cement
Production (M. Tonnes)
2001 878,185 897,688 36,180 37,841
2000 993,634 1,022,717 37,720 39,340
Sales (M. Tonnes)
2001 -- 906,757 -- 37,892
2000 -- 1,009,501 -- 39,497
Financial Results
The company incurred pre-tax loss of Rs. 269.180 million during the year ended June 30, 2001 after charging
depreciation amounting to Rs. 377.49 million and financial charges of Rs. 482.67 million. During the period
under review, the loss was mainly due to low selling price owing to un-fair competition unleashed by sales tax
exempt units. The imposition of 15% sales tax from 5th September, 2000 created regional disparity with three
cement manufacturers in NWFP enjoying exemption with increased margins to enable them to reduce their
price. The demand growth remained stagnant and capacity utilization of the company decreased to a pathetic
figure of 59% during the year. The continuous upward revision in furnace oil prices increased production cost
while the net selling price registered declining trend during the year ended June 30, 2001.
The financial results for the year ended June 30, 2001 are as under:
(Rs. in thousand)
Loss before taxation (269,180)
Provision for taxation (15,236)
------------------
Loss after taxation (284,416)
Un-appropriated loss brought forward (209,566)
Transfer from general reserve 131,322
------------------
Loss carried forward (362,660)
==========
There being negative Earning Per Share and pre tax loss of Rs. 269.18 million during the year ended 30th June,
2001, no dividend or bonus shares have been recommended.
Future Prospects
The management being conscious of cost reduction is working on the following projects:
a) Work on substitution of furnace oil with coal is in progress and shall be completed during the
current financial year. On completion of the project, we will be able to replace 70% of furnace oil with
coal.
b) Consultants have been appointed to examine the feasibility to convert existing wet process white
cement kilns into fuel efficient semi wet process. If found viable, implementation shall be started
during the current financial year.
c) The management is also considering to convert one wet process grey cement kiln to dry process
white cement to meet the increasing demand. Plans are also under consideration to explore the
markets for special cements to increase sales revenue.
The rescheduling/restructuring of IFC long term loan has been approved by IFC Board of Directors and the
payments are being made according to the proposed revised schedule. Documentation for rescheduling is at
an advanced stage. On completion, over due principal installments will stand deferred and excluded from
current liabilities. This will give relief to the company on its debts servicing obligations.
The input and output taxation on cement are exorbitant as compared to other countries in the region. To increase
capacity utilization and give a boost to the construction industry, it is necessary that government reduces the
taxes on cement which will result in demand growth, thereby causing no loss to the exchequer.
The infra-structure development projects announced by the government are expected to encourage economic
activity and cement demand will increase in the coming years when these projects start physical progress. On
the basis of increase in demand with price stability and reduction in fuel cost, the management expects better
results in the coming years.
Board of Directors
Under the provisions of Companies Ordinance,1984, the three years term of office of present Directors expires
on 31st December, 2001. The agenda for Annual General Meeting includes election and appointment of directors
for further period of three years.
Merger of Maple Leaf Electric Company Ltd with the Company
The merger of power project undertaken as a measure for consolidating the activities and thereby effecting
economies for the benefit of the company and ultimately for the shareholders, has been completed. The Scheme
of Arrangement for merger of Part-1 of Maple Leaf Electric Company Ltd comprising the assets and related
liabilities of power project installed at the premises of Maple Leaf Cement Factory Limited, Iskanderabad was
approved by the Honourable Lahore High Court. The shareholders of Maple Leaf Electric Company Ltd have
been allotted during the year, 25,844,000 fully paid ordinary shares of Rs. 10/- each of the Company @ 0.497
(49.7%) ordinary shares for every one ordinary share of Rs. 10/- each held in Maple Leaf Electric Company
Limited and the accounts for the year under report show the position after merger.
Auditors
M/s Ford, Rhodes, Robson, Morrow, Chartered Accountants, the present auditors retire and being eligible offer
themselves for re-appointment for the next year.
Share Capital & Pattern of Shareholding
As a part of IFC proposal for restructuring, 18.75% right offer, 24,418,000 shares of Rs. 10/- each at 20%
discount i.e. @ Rs. 8/- per share were subscribed / taken up by the underwriters and right issue stands
subscribed and allotted in full during the year under report.
The Authorised Capital of the company increased to Rs. 2,377,646,750/- (237,764,675 ordinary shares of
Rs.10/- each) and Paid up Capital to Rs. 1,804,913,240/- (180,491,324 ordinary shares of Rs. 10/- each) due
to right issue and merger of Part-1 of Maple Leaf Electric Company Ltd. The Shareholding Pattern of the
company as on June 30, 2001 is included in the Annual Report.
Labour Management Relationship
The Board wishes to place on record its appreciation for the efforts and services rendered by the officers and
workers who worked as a team throughout the year. It is expected that the same cooperation would be
forthcoming in future years.
For and on behalf of the Board
(Tariq Sayyed Saigol)
Lahore: November 19, 2001 Chairman/Chief Executive
FIVE YEARS SUMMARY
2000-2001 1999-2000 1998-99 1997-98 1996-97
Quantitative Data (M. Tonnes)
Grey Cement:
Production 897,688 1,022,717 893,975 551,473 471,070
Sales 906,757 1,009,501 900,243 545,318 474,415
White Cement:
Production 37,841 39,340 35,883 32,700 33,412
Sales 37,892 39,497 36,752 32,758 33,405
Sales (Rs. 000)
Gross sales 3,815,068 4,353,526 3,577,219 1,630,218 1,911,471
Less: Excise duty 1,014,771 1,468,599 1,455,355 676,269 604,718
Sales tax 403,408 -- -- -- 277,944
Rebate 45,551 85,816 86,409 28,303 15,090
------------------ ------------------ ------------------ ------------------ ------------------
Net sales 2,351,338 2,799,111 2,035,455 925,846 1,013,719
========== ========== ========== ========== ==========
Profitability (Rs. 000)
Gross Profit/(Loss) 284,067 451,465 (58,158) (67,312) 52,081
Profit/(Loss) before tax (269,180) (70,226) (578,976) (368,517) 40,041
Provision for income tax (15,236) 71,844 (11,157) (4,770) (12,200)
------------------ ------------------ ------------------ ------------------ ------------------
Profit/(Loss) after tax (284,416) 1,618 (590,133) (373,287) 27,841
========== ========== ========== ========== ==========
Financial Position (Rs. 000)
Tangible fixed assets-net 5,952,631 5,511,852 6,099,791 6,349,668 5,966,034
Investment & other assets 31,474 56,680 20,066 21,248 364,466
------------------ ------------------ ------------------ ------------------ ------------------
5,984,105 5,568,532 6,119,857 6,370,916 6,330,500
------------------ ------------------ ------------------ ------------------ ------------------
Current assets 949,934 963,225 798,888 852,693 844,219
Current liabilities (2,147,769) (1,768,537) (1,702,401) (1,216,183) (554,900)
------------------ ------------------ ------------------ ------------------ ------------------
Net working capital (1,197,835) (805,312) (903,513) (363,490) 289,319
------------------ ------------------ ------------------ ------------------ ------------------
Capital employed 4,786,270 4,763,220 5,216,344 6,007,426 6,619,819
Less Long term loan & other liab. (1,883,594) (2,169,581) (2,676,399) (2,877,348) (3,116,454)
------------------ ------------------ ------------------ ------------------ ------------------
Share holders Equity 2,902,676 2,593,639 2,539,945 3,130,078 3,503,365
========== ========== ========== ========== ==========
Represented By':
Share capital 1,804,913 1,302,293 1,302,293 1,302,293 1,302,293
Share deposit money -- 52,076 -- -- --
Reserves & un-app. profit 1,097,763 1,239,270 1,237,652 1,827,785 2,201,072
------------------ ------------------ ------------------ ------------------ ------------------
2,902,676 2,593,639 2,539,945 3,130,078 3,503,365
========== ========== ========== ========== ==========
Ratios:
Gross Profit/(Loss) to sales (%age) 12.08 16.13 (2.86) (7.27) 5.14
Net Profit/(Loss) to sales (%age) (12.10) 0.06 (28.99) (40.33) 2.75
Debt equity ratio 39:61 45:55 49:51 47:53 45:55
Current ratio 0.44 0.54 0.47 0.69 1.52
Break up value per share of Rs. 10 each 16.08 19.92 19.50 24.04 26.90
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed balance sheet of Maple Leaf Cement Factory Limited as at June 30, 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 include 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 accounts 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
accounts 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 June
30, 2001 and of the Loss, its cash flow 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.
Ford, Rhodes, Robson, Morrow
Lahore: November 19, 2001 Chartered Accountants
BALANCE SHEET AS AT JUNE 30, 2001
Note 2001 2000
(Rupees in thousand)
Share Capital and Reserves
Authorised capital
237,764,675 (2000: 200,000,000) ordinary
shares of Rs. 10/- each 2,377,647 2,000,000
========== ==========
Issued, subscribed and paid up capital
180,491,324 (2000: 130,229,324) ordinary
shares of Rs. 10/- each 3 1,804,913 1,302,293
Share deposit money -- 52,076
Reserves 4 1,460,423 1,448,836
Accumulated loss (362,660) (209,566)
------------------ ------------------
2,902,676 2,593,639
Long Term Loans 5 1,869,027 2,154,015
Other Liabilities 6 6,053 5,726
Long Term Deposits 7 8,514 9,840
Current Liabilities
Current portion of long term liabilities 8 1,378,425 848,938
Shod term running finance 9 99,926 162,462
Creditors, accrued and other liabilities 10 622,253 709,784
Provision for taxation 47,165 47,353
------------------ ------------------
2,147,769 1,768,537
Contingencies and Commitments 11
------------------ ------------------
6,934,039 6,531,757
========== ==========
The annexed notes form an integral pad of these accounts.
Tariq Sayeed Saigol
Chief Executive
Tangible Fixed Assets
Operating assets 12 5,950,373 5,511,612
Capital work in progress 13 2,258 240
------------------ ------------------
5,952,631 5,511,852
Long Term Investments 14 5,000 5,000
Long Term Loans, Deposits
and Deferred Costs 15 26,474 51,680
Current Assets
Stores, spares and loose tools 16 508,797 427,115
Stock-in-trade 17 166,418 155,552
Trade debts 18 102,835 98,112
Loans, advances, deposits, prepayments
and other receivables 19 86,001 116,751
Shod term investments 20 1,728 2,659
Cash and bank balances 21 84,155 163,036
------------------ ------------------
949,934 963,225
------------------ ------------------
6,934,039 6,531,757
========== ==========
Aamir Fayyaz Sheikh
Director
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED JUNE 30, 2001
Note 2001 2000
(Rupees in thousand)
Sales 22 2,351,338 2,799,111
Cost of goods sold 23 2,067,271 2,347,646
------------------ ------------------
Gross Profit