| Pioneer Cement Limited |
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| Annual
Report 2001 |
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| QUALITY
POLICY |
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| WE
AT PIONEER CEMENT LIMITED ARE COMMITTED TO |
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| PROVIDE
OUR CUSTOMERS QUALITY CEMENT BY |
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| PRODUCING
IT ACCORDING TO INTERNATIONAL AND |
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| PAKISTAN
STANDARDS. WE HAVE SELECTED ISO 9002 |
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| BASED
QUALITY ASSURANCE SYSTEM TO ENSURE |
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| THAT
OUR CUSTOMERS GET QUALITY CEMENT |
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| ACCORDING
TO THEIR EXPECTATIONS. |
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| THE
CHIEF EXECUTIVE AND THE MANAGEMENT OF |
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| PIONEER
CEMENT LIMITED ARE COMMITTED TO |
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| MAINTAIN
THIS QUALITY POLICY AT ALL LEVELS |
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| OF
THE COMPANY. FOR THIS, AS WELL AS TO ACHIEVE |
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| OUR
CORPORATE OBJECTIVES, WE ALL SHALL WORK |
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| AS
A TEAM AND SHALL PURSUE CONTINUOUS |
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| IMPROVEMENT. |
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| CONTENTS |
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| Company
information |
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| Notice
of Meeting |
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| Chairman's
Review and Directors' Report |
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| Five
Years Summary |
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| Auditors'
Report to the Members |
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| Balance Sheet |
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| Profit
and Loss Account |
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| Statement
of Changes in Financial Position |
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| Statement
of Changes in Equity |
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| Notes
to the Accounts |
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| Pattern
of Holding of Shares |
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| Company
Information |
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| Board
of Directors |
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| Malik
Manzoor Hayat Noon |
Chairman |
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| Mr.
Javed Ali Khan |
Chief Executive |
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| Mr.
K. Iqbal Talib |
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| Mr.
Muhammad Anwar Mir |
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| Dr.
Parvez Hassan |
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| Malik
Salman Hayat Noon |
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| Mr.
Soren Iversen (FLS) |
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| Mr.
Ahmed Reza (ADB) |
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| Mr.
Waseem Mehdi Syed (NDFC) |
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| Management |
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| Mr.
Javed Ali Khan |
Chief Executive |
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| Mr.
Usman Masud Khan |
Executive Director |
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| Mr.
Badruddin Fakhri |
Director Finance |
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| Mr. Javed Elahi |
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Director Works |
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| Mr.
Talat Saeed Khan |
General Manager Marketing |
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| Mr. Nurul Ibad |
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General Manager Fin.
& Admin. |
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| Company
Secretary |
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| Syed Anwar Ali |
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| Statutory
Auditors |
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| Ford,
Rhodes, Robson, Morrow, Chartered Accountants |
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| Cost Auditors |
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| En
Em Associates, Cost & Management Accountants |
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| Legal Advisers |
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| Hassan
& Hassan (Advocates) |
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| Bankers |
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| Bank Al-Habib |
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| National
Bank of Pakistan |
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| Habib
Bank Limited |
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| Head Office |
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| 7th
Floor, Lakson Square Building No. 3, |
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| Sarwar
Shaheed Road, Karachi. |
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| Ph:
5685052-55 Fax: 5685051 |
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| E-mail:
noonpcl@cyber.net.pk |
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| Registered
Office |
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| 1st
Floor, Alfalah Bldg., |
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| Shahrah-e-Quaid-e-Azam,
Lahore. |
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| Shares
Department |
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| 66-67
Garden Block, |
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| New
Garden Town, Lahore. |
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| Ph: 5831462 - 63 |
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| E-mail:
noonshr@brain.net.pk |
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| Factory |
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| Chenki,
District Khushab. Ph: 0454-720832 |
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| Notice
of Annual General Meeting |
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| Notice
is hereby given that the 15th Annual General Meeting of the members of Pioneer Cement Limited will be held at |
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| 66
- Garden Block, New Garden Town, Lahore on Monday the 31st December, 2001 at
11:30 a.m. to transact the following. |
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| business. |
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| 1.
To confirm the minutes of the annual general meeting held on 30th December,
2000. |
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| 2.
To receive, consider and adopt the audited accounts for the year ended 30th
June, 2001 and reports of the |
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| directors
and the auditors thereon. |
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| 3.
To appoint auditors for the ensuing period and fix their remuneration. |
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| 4.
To transact any other business as may be placed before the meeting with the
permission of the Chairman. |
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By order of the Board |
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Syed Anwar Ali |
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| 30th
November, 2001 |
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Company Secretary |
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| Notes: |
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| (i)
The share transfer books of the Company shall remain closed from 22nd
December, 2001 to 31st |
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| December,
2001 (Both days inclusive). |
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| (ii)
A member entitled to attend, speak and vote at this meeting may appoint
another member as proxy to |
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| attend,
speak and vote on his/her behalf. Proxies in order to be effective must be
received at the registered |
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| office
of the company not later than 48 hours before the meeting. |
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| (iii)
Account holders of CDC are requested to bring their original National
Identity Cards to attend the meeting. |
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| Chairman's
Review and Directors' Report |
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| It
gives me pleasure to present the annual report and the audited accounts of
the Company for the financial year ended |
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| 30th
June, 2001 on behalf of the Board of Directors of the Company. |
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| Price
War & Operating Results |
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| You
are aware that by the Grace of Almighty Allah, your Company was able |
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| to
achieve a turnaround last year, when it had posted a profit of Rs.71.3 |
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| million.
The positive results of the years 1998-99 and 1999-2000 had gen- |
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| erated
optimism with regard to the operations for the years thereafter. |
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| Unfortunately,
in September, 2000 Sales Tax was levied on cement. This |
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| gravely
disturbed the market equilibrium. Cement prices came under tremen- |
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| dous
pressure, because companies which were operating in NWFP being |
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| exempt
from Sales Tax started reducing prices, in order to enhance their |
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| market
share by capturing the business of other cement brands. This situ- |
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| ation
ultimately lead to a price war amongst cement manufacturers. Prices |
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| of
cement tumbled to the level even below the variable cost as depicted in |
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| graph
A. Efforts made to halt the price collapse did not materialize. The |
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| situation
started improving only after the Sales Tax exemption expired in |
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| June,
2001, when level playing field was restored. |
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| According
to an estimate, the price-war has caused the entire cement indus- |
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| try
to suffer losses to the tune of over three billion rupees during the year |
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| under review. |
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| While
on one hand cement prices remained subdued, the price of furnace |
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| oil
continued to maintain its high level during the year under review as |
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| demonstrated
in graph B. Average price of furnace oil for 2000-2001 worked |
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| out
to Rs. 11,467 per ton, as against average price of Rs.8,245 per ton for the |
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| preceding
year. The impact of 39% increase in the price of furnace oil pushed |
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| up
the cost of production by Rs.98 million. |
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| Due
to cement price war and furnace oil price hike, the Company has in- |
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| curred
a loss of Rs.247 million during year under review. After prior years' |
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| adjustments
and Turnover Tax, the amount of loss went up to Rs.295 million. |
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| You
were informed last year that significant savings were achieved under |
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| different
heads through cost reduction drive. Efforts in this direction con- |
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| tinued,
and as a result we were able to further reduce cost of production and |
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| other
overhead expenses. Raw & packing materials costs were reduced by |
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| Rs.39
per ton, yielding a saving of Rs.17 million. Use of local coal in place |
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| of
furnace oil in Pre-Calciner area from February, 2001 resulted in a saving |
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| of
Rs. 14 million. Power consumption was further reduced by 4 kwH per ton |
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| saving
additional Rs.7 million. Fuel consumption ratio also continues to |
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| show
improvement as depicted in graph E. Selling & Administrative ex- |
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| penses
also reduced from 72.1 million last year to 68.5 million. I would like |
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| to
assure you that efforts of the management will continue towards optimum |
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| utilization
of company's resources. |
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| Debt-Servicing |
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| Inspite
of heavy loss incurred during the year under review, your Company |
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| has
paid Rs.213 million towards debt-servicing as against Rs.335 million paid |
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| last
year. The Company has by June, 2001 paid a total of Rs.1,829 million |
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| to
its lenders towards principal as well as interest / mark-up. |
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| Contribution
to National Exchequer |
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| The
Company has paid Rs.637 million during the year under review towards |
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| Excise
Duty and Sales Tax. Overall contribution of the Company towards |
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| national
exchequer from 1994 works out to Rs.5.1 billion. |
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| Heavy
Taxation on Cement |
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| Besides
the adverse impact of cement demand and supply gap, as depicted |
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| in
Graph ' I ', Cement Industry in Pakistan has also miserably suffered be- |
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| cause
of heavy taxation on Cement. The industry has been paying well over |
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| Rs.
15 billion, each year towards national exchequer, whereas it has incurred |
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| loss
of over Rs. 12 billion since 1996. |
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| Coal
Firing System |
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| Switchover
to coal firing system to cut down fuel cost was undertaken |
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| towards
the end of the year under review, and its completion is being pur- |
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| sued
vigorously. Insha Allah, our coal firing project will be the first one |
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| to
become operational amongst the entire cement industry and that too at |
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| a
very low capital outlay. Cost of Production, after switchover to coal firing |
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| system,
is expected to reduce by about Rs.340 per ton. Special feature of |
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| our
coal firing system would be that it will entirely be based on indigenous |
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| coal.
The switchover to coal firing system will not only bring savings of |
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| about
Rs. 140 million per annum to the Company, but will also help the country |
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| in
saving foreign exchange which is incurred on import of furnace oil. |
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| Marketing |
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| Sale
of cement during the year under review at 432,459 tons was 6.5% less |
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| than
last year. Although, general demand of cement in the country had not |
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| posted
any decline during the year under review, but the management kept |
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| sales
volume at lower level when the net retention price of cement had gone |
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| down
below its variable cost. Had the management not taken this action, |
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| the
figure of loss for the year under review would have been higher. The |
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| share
of the Company in the cement market of the country worked out to |
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| 4.4%
for the year under review, against 4.7% for the preceding year. |
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| Production |
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| The
operation of the plant was regulated to match with the demand of cement. |
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| Capacity
utilization continued to remain low due to huge demand / supply |
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| gap.
Production of clinker during the year under review was 401,473 tons |
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| as
against capacity of 600,000 tons and last year's production of 445,590 tons. |
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| Production
of cement during the year was 422,090 tons as against the ca- |
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| pacity
of 630,000 tons and last year's production of 468,575 tons. Shortfall |
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| in
production is attributable to lower sales volume for the year under review |
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| as
explained above. |
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| Environment
& ISO 14000 |
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| You
will be pleased to know that the management of your Company has |
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| ensured
full compliance of National Environmental Quality Standards (NEQs). |
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| Actual
dust/gas emissions at the plant are well below the allowable limits |
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| set
in the NEQs. You will also be pleased to know that the plant management |
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| is
actively engaged in implementing the requirements of ISO 14001 Environ- |
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| mental
Management System. |
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| It
was heartening that Pioneer Cement Limited was selected as demonstra- |
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| tion
project by the Federation of Pakistan Chamber of Commerce & Indus- |
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| tries
in respect of environmental issues, with the assistance of a consortium |
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| of
local and foreign consulting firms namely: |
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| *
National Environmental Consulting (Pvt) Ltd. (NEC) |
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| *
HASKONING, Royal Dutch Consulting Engineering & Architects, The |
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| Netherlands. |
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| *
KWA Consultants B.V. The Netherlands. |
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| Future Outlook |
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| The
present Government had announced mega-development projects on |
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| 14th
August, 2001. The first phase of this plan includes Gomal Zam Dam, |
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| Greater
Thai Canal, Right Bank Outfall Drainage, Mirani Dam, Quetta Greater |
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| Water
Supply Scheme, Gwadar Coastal Highway, Chashma Right Bank Canal |
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| and
Turbat Road. The other projects to be initiated by March 23, 2002 |
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| include
Kachi Canal in Baluchistan, Rainee Canal in Sindh, raising of Mangla |
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| Dam
by 40 ft, Karachi Northern Bypass, Lyari Link Road, Motorway M-3, |
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| Motorway
M-4, Gwadar-Turbat Road, Gwadar Port and Thar Coal Power Project. |
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| CEMENT LTD. |
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| The
three and ten years perspective plans with a total outlay of Rs.11.287 |
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| trillion
over the next ten years aim to sustain the growth rate to 6.4 per cent |
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| of
GDP by 2011. It marks a new beginning for the economic growth of Pakistan |
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| with
a home grown strategy for development and increasing self reliance. |
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| Prior
to the events of 11th September, 2001, there was a general skepticism |
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| about
the availability of funds with the Government to complete these devel- |
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| opment
projects which were pending for quite long for want of funds. In the |
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| aftermath
of 11th September, 2001 event, the outlook of economy has taken |
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| a
dramatic turn. All sanctions imposed by the developed countries have been |
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| lifted,
re-profiling of bilateral debts is in process, grants and financial support |
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| from
the US lead coalition are likely to ease out resource gaps of the Govern- |
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| ment,
duties and quota restrictions have been removed by the developed |
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| countries,
rupee has appreciated remarkably in the market and Stock Exchanges |
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| seem
to have revitalized. Possibility of reversal of capital flight can be a |
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| catalyst
for investment climate in the country. All these developments lead |
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| to
believe that the Government will be able to undertake the above develop- |
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| ment
projects which will give a much needed boost to the cement industry. |
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| US
led aerial strikes on Afghanistan have completely destroyed that country. |
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| As
promised by the US led coalition, reconstruction of Afghanistan will be |
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| undertaken,
as soon as the war is over. Due to geo-demographic location, |
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| Pakistan
will be the first choice to buy cement and other materials for recon- |
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| struction
of Afghanistan. |
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| The
above scenario gives an optimism that demand / supply hangover of |
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| cement
will be nullified within next few years and this will greatly help the |
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| Company
in regaining its financial health. |
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| As
for next financial year, I am happy to report that during last few months |
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| the
price of cement has considerably increased, whereas price of furnace oil |
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| has
significantly reduced. Further, the Coal Firing Plant is expected to become |
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| operational
in December, 2001. These factors give me sufficient assurance to |
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| say
with confidence that the operating results for the year 2001-2002 will Insha |
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| Allah
show marked improvements. |
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| Auditors |
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| The
existing auditors M/s. Ford, Rhodes, Robson, Morrow, Chartered |
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| Accountants,
after having completed audit for the year 2000-2001 have of- |
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| fered
their services for re-appointment for the ensuing year. |
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| Pattern
of Shareholding |
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| The
shareholding pattern of the Company as on June 30, 2001 is included in |
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| the
Annual Report. |
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| Acknowledgement |
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| The
management is grateful to Asian Development Bank |
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| for
being appreciative of ground realities and granting |
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| moratorium
towards repayment of its loan. Similarly, |
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| National
Development Finance Corporation has shown |
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| understanding
of the problems of cement industry and |
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| agreed
to reschedule its first loan of Rs.270 million. We |
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| are
also grateful to National Bank of Pakistan for agree- |
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| ing
to convert their three years loan into eight years loan. |
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| Thanks
are also due to Nissho Iwai Corporation, Japan. |
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| Bankers
Equity. Industrial Development Bank of Paki- |
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| stan
and Saudi Pak Industrial & Agricultural Invest- |
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| ment
Company (Pvt) Limited for their cooperation and |
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| the
accommodation extended during the most difficult |
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| times
of the Company. |
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| Thanks
are also due to the dealers. contractors and sup- |
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| pliers
for their cooperation during the critical periods |
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| the
company has been passing through. |
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| Human
resource management assumes core value for |
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| the
company. Employees of the Company, besides doing |
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| real
hard work, have exhibited endurance and loyalties |
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| to
the Company inspite of all odds. Special thanks are |
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| due
to them to maintain their resolve to bring back the |
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| financial
health of the Company. |
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|
for and on behalf of the Board of Directors |
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|
MALIK MANZOOR HAYAT NOON |
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| Lahore:
November 30th, 2001 |
|
Chairman |
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| Five
Years at a Glance |
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|
2000-01 |
1999-00 |
1998-99 |
1997-98 |
1996-97 |
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|
Tons |
Tons |
Tons |
Tons |
Tons |
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| Production
and Sales |
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| Clinker
Production |
401,473 |
445,590 |
416,441 |
471,999 |
649,354 |
|
| Cement
Production |
422,090 |
468,575 |
442,655 |
530.49 |
688.109 |
|
| Cement Sales |
|
432,459 |
462,327 |
446,202 |
535,575 |
678,524 |
|
|
|
|
| Capacity
Utilization |
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| (based
on Clinker) |
67% |
74% |
69% |
79% |
108% |
|
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|
|
|
|
Rs./Mill. |
Rs./Mill. |
Rs./Mill. |
Rs./Mill. |
Rs./Mill. |
|
| Operating
Results |
|
| Gross Sales |
|
1,649 |
1,914 |
1,672 |
1,865 |
2,400 |
|
| Excise
Duty and Sales Tax |
637 |
644 |
669 |
779 |
1,117 |
|
| Net Sales |
|
979 |
1,172 |
932 |
1,030 |
1,213 |
|
| Gross Profit |
|
35 |
264 |
113 |
77 |
71 |
|
| Net
Profit/(Loss) after Tax |
(295) |
71 |
2 |
(231) |
(294) |
|
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|
|
| Financial
Position |
|
|
|
|
| Assets
Employed: |
|
| Operating
Assets |
3,832 |
3,341 |
3,498 |
3,479 |
3,593 |
|
| Current Assets |
|
254 |
330 |
284 |
284 |
328 |
|
| Other Assets |
|
38 |
59 |
91 |
72 |
48 |
|
|
|
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
|
|
|
4,124 |
3,730 |
3,873 |
3,835 |
3,969 |
|
|
|
========== |
========== |
========== |
========== |
========== |
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|
|
| Assets
Financed by: |
|
| Shareholders'
Equity |
263 |
558 |
487 |
485 |
715 |
|
| Long
Term Loans |
2,863 |
2,105 |
1,733 |
1,092 |
1,461 |
|
| Other
Long Term Liabilities |
569 |
690 |
492 |
349 |
179 |
|
| Current
Maturity |
224 |
228 |
632 |
875 |
527 |
|
| Other
Current Liabilities |
205 |
149 |
529 |
1,034 |
1,087 |
|
|
|
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
|
|
|
4,124 |
3,730 |
3,873 |
3,835 |
3,969 |
|
|
|
========== |
========== |
========== |
========== |
========== |
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| Ratios |
|
|
| Gross
Profit to Sales |
3.53% |
22.55% |
12.09% |
7.45% |
5.85% |
|
| Net
Profit/(Loss) to Sales |
(30.13%) |
6.08% |
0.24% |
(22.40%) |
(24.24%) |
|
| Debt/Equity
Ratio |
92:08 |
82:18 |
81:19 |
80:20 |
73:27 |
|
| Current Ratio |
|
0.59 |
0.84 |
0.19 |
0.13 |
0.20 |
|
| Return
on Equity |
(112.12%) |
12.78% |
0.45% |
(47.57%) |
(41.09%) |
|
| Break-up
Value of Shares (Rs.) |
2.76 |
5.85 |
5.10 |
5.08 |
7.49 |
|
| Market
Value of Shares (Rs.) |
2.35 |
3.40 |
2.55 |
3.00 |
6.75 |
|
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|
|
| Auditors'
Report to the Members |
|
|
| We
have audited the annexed balance sheet of Pioneer Cement
Limited as at June 30, 2001 and the related profit
and |
|
| loss
account, statement of changes in financial position (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. |
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|
| 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 standard 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 dis- |
|
| closures
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, profit & loss account together with the notes thereon
have been drawn up in con- |
|
| formity
with the Companies Ordinance, 1984 and are in agreement with the books of
account and are further |
|
| in
accordance with the 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, statement of changes in financial position (cash
flow) and statement of changes |
|
| in
equity together with the notes forming part thereof confirm 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 |
|
| profit,
its cash flow and changes in equity for the year then ended; |
|
|
| (d)
In our opinion no Zakat was deductible at source; and |
|
|
| Without
qualifying our opinion, we draw attention to the following matter: |
|
|
| (a)
As explained in notes 15.1, 15.2 and 15.11 to the accounts, the company has
taken the effect of rescheduling |
|
| as
per the minutes of a meeting between the lenders and the company resulting in
the transfer of Rs. 234.400 |
|
| million
with respect to principal and interest payable to these lenders from short
term to long term liabilities. |
|
| Although,
the officials of the lenders have signed the minutes, the rescheduling
agreements regarding the above |
|
| arrangements
are yet to be executed. Had the impact of the same not been incorporated in
the accounts the |
|
| company's
current liabilities would have exceeded its current assets by Rs. 409.592
million. The ultimate outcome |
|
| of
this matter and the financial impact as a result of subsequent modification,
if any to the terms of agreements |
|
| cannot
presently be determined. |
|
|
|
|
|
|
|
Ford, Rhodes, Robson, Morrow |
|
| Karachi:
December 4th, 2001 |
|
Chartered Accountants |
|
|
|
| Balance
Sheet as at June 30, 2001 |
|
|
|
|
Note |
2001 |
2000 |
|
|
|
|
(Rupees
'000) |
|
| ASSETS |
|
|
|
|
|
|
|
| Non-Current
Assets |
|
|
|
| Operating
fixed assets |
|
4 |
3,816,819 |
3,340,177 |
|
| Capital
work-in-progress |
|
5 |
15,528 |
445 |
|
| Long
term loans and other receivables |
|