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D.G. Khan Electric Company Limited
Annual Report 1999
CONTENTS
COMPANY INFORMATION
NOTICE OF ANNUAL GENERAL MEETING
DIRECTORS REPORT
AUDITORS REPORT
BALANCE SHEET
PROFIT AND LOSS ACCOUNT
STATEMENT OF CHANGES IN FINANCIAL POSITION
NOTES TO THE ACCOUNTS
PATTERN OF SHAREHOLDING
COMPANY INFORMATION
Registered Office
53-A, Lawrence Road, Lahore- Pakistan
Phone: 92 - 42 - 6367812
Fax: 92 - 42 - 6367414
Board of Directors
Mr. Raza Mansha Chief Executive / Director
Mst. Akhtar Jehan Begum
Mrs. Farhat Saleem
Mr. Zaka-ud-Din
Mr. Khalid Qadeer Qureshi
Mr. Muhammad Azam
Mr. Aftab Ahmad Khan
Company Secretary
Mr. Khalid Mahmood Chohan
Auditors
M/s Riaz Ahmad & Company
Chartered Accountants Lahore.
Bankers
ABN Amro Bank
Faysal Bank Ltd,
Gulf Commercial Bank,
Mashreq Bank Psc,
Muslim Commercial Bank Ltd,
National Bank of Pakistan
United Bank Ltd.
Legal Advisor
Mr. Imtiaz Rasheed Siddiqui
Nawa-i-Waqt Building,
Fatima Jinnah Road, Lahore.
Power Generation Project
KHOFLI SATTAI
Distt, Dera Ghazi Khan - Pakistan
Ph: 92-641 - 60025-7
Fax: 92-641 - 69063
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that Annual General Meeting of the Shareholders of D.G. Khan Electric Company
Limited ("the Company") will be held on Friday the 31st December, 1999 at 2: 30 p.m-at Nishat House,
53-A, Lawrence Road, Lahore to transact the following business:
1. To confirm minutes of the last meeting.
2. To receive and adopt the audited accounts of the Company for the financial year ended
June 30, 1999 together with the Directors' and Auditors' reports thereon.
3. To approve payment of Cash Dividend. The Directors have recommended the Cash Dividend
at the rate of Rs. 2.50 per share (i.e. 25%).
4. To appoint Auditors for the year 1999 - 2000 and fix their remuneration, The present Auditors M/s
Riaz Ahmed & company, Chartered Accountants, Lahore retire and being eligible offer themselves
for re-appointment,
5. SPECIAL BUSINESS:
To pass with or without modification(s) the following resolutions under section 284 read with
section 287 of the companies Ordinance 1984, regarding merger of D.G. Khan Electric Company
Limited (the Company) into D.G. Khan Cement company Limited. Whereas the merger of the
company into D.G. Khan Cement Company Limited has been proposed by the Board of Directors
in view of benefits to the merged companies and as a consequence to the shareholders,
RESOLVED that Scheme of Arrangement put before the meeting for the merger of D.G. Khan
Electric Company Limited into D.G. Khan Cement company Limited be and is hereby approved
subject to completion of formalities and approval by the honorable High Court,
FURTHER RESOLVED that the Chief Executive of the Company and / or Mr. Khalid Qadeer Qureshi,
Director of the Company be and is / are hereby authorised to take all such steps as may be
necessary or incidental for the purpose of implementing the aforesaid scheme of the
merger/amalgamation of the above named companies.
6. Any other matter with the permission of the Chair.
By order of the Board
Lahore: (KHALID MAHMOOD CHOHAN)
December 06, 1999 Company Secretary
STATEMENT UNDER SECTION 160(1)(b) OF THE COMPANIES ORDINANCE 1984
The management of the Company has considered various options for consolidating its activities and
thereby effecting economies for the benefit of the Company and ultimately for the shareholders.
It is with this goal before it, that the management of the Company, in consultation with technical
experts in the field, has reached to the conclusion that D.G. Khan Electric Company Limited, a power
generation company, supplying electricity only to D.G. Khan Cement Company Limited be merged
into D.G. Khan Cement Company Limited.
D.G. Khan Cement Company Limited is a public limited company quoted on all Stock Exchanges in
the Country. Its Authorised Capital is Rs. 3,000,000,000/- (Rupees three Billion Only) divided into 300,000,000
ordinary shares of Rs. 10/- each and its Paid-up-Capital is Rs. 1,323,913,800/- (Rupees One Billion three
Hundred Twenty Three Million Nine Hundred Thirteen Thousand Eight Hundred Only) divided into
132,391,380 ordinary shares of Rs. 10/- each.
The Directors of the Company may be deemed to be interested to the extent of their shareholding
or by the Companies in which they are Directors.
NOTES:
1. The scheme of arrangement for merger of the Company into D.G. Khan Cement Company
Limited is appended herewith and may also be inspected during business hours in the registered
office of the Company.
2. Share transfer books of the company will remain closed from 30-12-1999 to 06-01-2000 (both days
inclusive) for entitlement of dividend, Transfers received in order (including deposit requests under
CDS) at Nishat House, 53-A, Lawrence Road, Lahore upto 1:00 p.m. on December 29, 1999 will
be considered in time.
3. A member eligible to attend and vote at this meeting may appoint another member his / her
proxy to attend and vote instead of him/her. Proxies in order to be effective must reach the
Company's Registered office not less than 48 hours before the time for holding the meeting.
4. Shareholders are requested to immediately notify the change in address, if any.
SCHEME OF ARRANGEMENT
UNDER SECTIONS 284 TO 288 OF THE COMPANIES ORDINANCE, 1984
FOR MERGER BETWEEN
D.G. KHAN CEMENT COMPANY LIMITED
and
D.G. KHAN ELECTRIC COMPANY LIMITED
and
THEIR RESPECTIVE MEMBERS
PRELIMINARY
Definitions
In this Scheme of Arrangement, unless the subject or context otherwise requires, the following expressions
shall bear the meanings specified against them below:
"DGKCC" means D. G. Khan Cement Company Limited, a company, limited by
shares incorporated as a public limited company having its registered
office at Lahore.
"DGKEC" means D. G. Khan Electric Company Limited, a company, limited by
shares incorporated as a public limited company having its registered
office at Lahore,
"the Court" means Lahore High Court, Lahore,
"this Scheme" means this Scheme of Arrangement in its present form with any
modification thereof or addition thereto approved or condition imposed
by the court.
"the Effective Date" means the day on which the Scheme becomes operative in accordance
with clause 4 of this Scheme,
"Undertaking of DGKEC" means the Power Project of D. G. Khan Electric Company Limited,
The headings and marginal notes are inserted for convenience and shall not affect the construction
of this Scheme.
Capital
The authorised share capital of D. G. Khan Cement Company Limited is Rupees 3,000,000,000 divided
into 300,000,000 ordinary shares of Rupees 10 each and its paid up capital is Rupees 1,323,913,800
divided into 132,391,380 ordinary shares of rupees 10 each,
The authorised share capital of D. G. Khan Electric Company Limited is Rupees 300,000,000 divided
into 30,000,000 ordinary shares of Rupees 10 each and its paid up capital is Rupees 200,000,000 divided
'into 20,000,000 ordinary shares of Rupees 10 each,
Object of this Scheme
The principal object of this scheme is to effect merger between D. G. Khan Electric Company Limited
and D. G. Khan Cement Company Limited through the transfer and vesting in D. G. Khan Cement
Company Limited of the whole undertaking of D. G. Khan Electric Company Limited,
THE SCHEME
WHEREBY IT IS PROPOSED THAT:
1.1 The entire undertakings of DGKEC as at the transfer date (as hereinafter defined) including all
assets, properties, rights, privileges, powers, bank accounts, trade marks, patents, leave and
licences and all or any other assets, properties, rights, privileges, powers, contracts, bank accounts,
trade marks, patents and licences of DGKEC as at the transfer date (as hereinafter defined)
shall, without further act or deed, stand transferred to and be vested in DGKCC, as from the
commencement of business on 01 July 1999 (hereinafter referred to as the "transfer date").
1.2 Without prejudice to the generality of paragraph 1.1 above, undertakings of DGKEC shall include
all rights, powers, authorities, privileges, contracts, benefits of Government consents, sanctions
and authorisations, trade marks, patents, Iicences, liberties and all properties, immovable and
movable, real, corporeal or incorporeal, in possession or reversion, present or contingent of
whatsoever nature and wheresoever situate; including in particular reserves, revenue balances,
leasehold properties, investments, deposits, deferred costs, stores and spares, advances, deposits,
prepayments, other receivables, cash balances, telephones and telexes and trade debts owing
to DGKEC and all other authorities, rights or interests in or arising out of such property as may
belong to or be in the possession or claim of DGKEC on the transfer date and all books of account
and documents relating thereto, and shall be deemed to include all debts, borrowings, liabilities,
duties and obligations of DGKEC of whatever kind, including liabilities for payment of gratuity,
pension, benefits, provident fund or compensation in the event of retrenchment, PROVIDED
ALWAYS that this Scheme shall not operate to enlarge the security for any loan, deposit or facility
created by or available to DGKEC which shall vest in DGKCC on approval of this Scheme by the
Honourable Lahore High Court, Lahore and DGKCC shall not be obliged to create any further
or additional security therefor after the approval of this Scheme as aforesaid or otherwise.
1.3 The transfer and vesting of the undertakings of DGKEC under Clauses 1.1 and 1.2 hereof and the
continuance of proceedings by DGKCC under Clause 1.6 hereof shall not affect any transactions
or proceedings already concluded by DGKEC in the ordinary course of business and after the
transfer date to the end and intent that DGKCC accepts on behalf of itself all acts, deeds and
things done and executed by DGKEC.
1.4 As from the transfer date, DGKEC shall be deemed to have carried on and to carry on its business
on behalf of and on account of DGKCC until such time as this Scheme becomes fully effective.
1.5 DGKCC shall. undertake, pay, satisfy, discharge, perform and fulfill all debts, liabilities, contracts,
engagements and obligations whatsoever of DGKEC as at the transfer date, and all contracts,
deeds, bonds, agreements, powers of attorney, grants of legal representation and all other
instruments of whatever kind subsisting or having effect immediately before the transfer date
to which DGKEC may be a party or which shall be in favour of DGKEC as they were before the
transfer date and may be enforced or acted upon as fully and effectively as if instead of DGKEC,
DGKCC had been a party thereto or as if the same had been issued by or in favour of DGKCC.
1.6 All causes, suits, appeals, petitions/revisions or other judicial, quasi judicial and/or administrative
proceedings of whatever nature by or against DGKEC which shall be pending on the transfer
date in or before any court, tribunal, forum or other authority will be continued, prosecuted and
enforced in the same manner and to the same extent as they would or might have been
continued, prosecuted and enforced by or against DGKEC as if this Scheme had not been
made, by or against DGKCC and the same shall not abate, be discontinued or be in any way
prejudiced or affected by the provisions of this Scheme.
1.7 Every officer, workman or other employee of DGKEC shall, on the transfer date, become an
officer, workman or employee, as the case may be, of DGKCC on the basis that his services
have not been interrupted by the vesting of the undertakings of DGKEC, in DGKCC under this
Scheme and on the same remunerations and other conditions of service, rights and privileges
as to pension, provident fund and gratuity, if any, and other matters as were applicable to him
before the transfer date.
2.1 As consideration for the said transfers, DGKCC shall issue at par and allot to the individual
members of DGKEC "X" fully paid-up ordinary share of the par value of Rupees 10 each in the
capital of DGKCC for every One fully paid-up share of the par value of Rupees 10 each held
by them in the capital of DGKEC, as on a day to be fixed by the board of Directors of DGKCC
following the transfer date. The value of "X" will be determined on the basis of ratio resulting
from the average of the undermentioned two figures for both companies:
a) Break-up of value of the share as per audited accounts for the year ended 30 June
1999.
b) Average of weekly quotation of the share on the Karachi Stock Exchange from 01 July
1998 to 30 June 1999.
All costs, charges and expenses of carrying this scheme into effect shall be borne and paid by
DGKCC.
2.2 The said fully paid-up ordinary shares in DGKCC to be issued and allotted to the members of
DGKEC shall rank pari passu in all respects with the existing fully paid-up ordinary shares in DGKCC.
2.3 All members whose names shall appear in the Register of Members of DGKEC on such date
(after the transfer date) as the Board of Directors of DGKCC may determine, shall surrender their
share certificates for cancellation thereof to DGKCC. In default, upon the new shares in DGKCC
being issued and allotted by it to the members of DGKEC whose name shall appear on the
Register of Members of DGKEC on such date, as aforesaid, the share certificates in relation to
the shares held by them in DGKEC shall be deemed to have been cancelled.
2.4 The excess value of the net assets of DGKEC as at 30 June 1999 over the paid-up value of shares
issued and allotted pursuant to the terms of Clause 2.1 hereof shall be accounted for in the
books of DGKCC as at the transfer date, as follows:
The Capital Reserves, Revenue Reserves and the unappropriated profit of DGKEC, as at
30 June 1999 shall constitute Reserves of a corresponding nature of DGKCC and the balance,
if any, transferred to the General Reserves in DGKCC.
3.0 The Chief Executives of DGKCC and DGKEC acting jointly or any person or persons duly authorised
by the respective boards of DGKCC and DGKEC shall be authorised to take all such further
supplemental, incidental and consequential actions and steps as may be requisite for giving full
effect to this Scheme and may consent on behalf of all concerned to any modification of or
addition to this Scheme or to any condition which the Honourable Lahore High Court may deem
fit to impose.
4.0 Subject to an order being made by the Honourable Lahore High Court under Section 287 of the
Companies Ordinance 1984, DGKEC shall, without winding up, stand dissolved from such date
on which all shares to be allotted by DGKCC under Clause 2 above to the member(s) of DGKEC
shall have been so allotted.
5.0 The approvals and/or confirmations and/or directions to the proposed transfer of undertakings
as set out in Clauses 1.1 and 1.2 of this Scheme have been received from the share holders of
DGKEC and DGKCC.
6.0 This Scheme shall be subject to such modifications or conditions as the Honourable Lahore High
Court may approve or impose.
7.0 In case this Scheme is not finally sanctioned by the Honourable Lahore High Court for any reason
whatsoever OR if for any other reason this Scheme cannot be implemented before 30 June 2000
or within such further period or periods as may be agreed upon by DGKEC and DGKCC (by the
authorized persons(s) as approved under clause 3.0 above) this Scheme shall become null and
void and in that event no rights and liabilities shall accrue to or be incurred inter se by the parties
in terms of this Scheme.
DIRECTORS' REPORT
The Directors of the Company welcome you to this 5th Annual General Meeting. They take pleasure
in placing their report along with audited accounts and Auditors' report thereon for the year ended
June 30, 1999.
1. OPERATING RESULTS AND APPROPRIATIONS
By the grace of Almighty, your Company has earned a net profit of Rs 115,626 million in the year
under report. This is 57% more than the net profit of Rs 73,788 million for the pervious year. The
significant increase in net profit is mainly due to more capacity utilization of 54% in comparison
to 47% in the preceding year.
During the year under report, the sales revenue has registered an improvement of 13% i.e. from
Rs 341.633 million in the last year to Rs 386.743 million. The debt equity and current ratios reflect
better financial health of the Company.
The tabulated position of various results is as under.
1999 1998
(Million Rupees)
Sales 386,743 341,633
Cost of sales 247,420 226,336
Net Profit 115,626 73,788
APPROPRIATION OF PROFIT.
Profit for year ended June 30, 115,626 73,788
Unappropriated profit brought forward .758 .970
------------------ ------------------
Profit available for appropriation 116,384 74,758
Transferred to General Reserve 66,000 74,000
Proposed Dividend @ 25% 50,000 --
------------------ ------------------
Unappropriated profit .384 .758
------------------ ------------------
The cost of furnace oil was increased by 10.37% in the last month of the financial year. It therefore
had no visible negative impact on the profitability of the Company but it will definitely have
adverse financial burden in the current year.
2. GENERATION AND DISTRIBUTION
The figures of generation and distribution of electricity are as under.
1999 1998
(KWh 000)
Generation 112,781 97,423
Aux. Load 2,538 2,107
------------------ ------------------
Distribution 110,243 95,316
Increase to previous year 15.66%
3. PAYMENTS
The Company has been discharging its financial obligations promptly, Contingent liabilities
however are subjudice,
4. FUTURE OUTLOOK
The D.G. Khan Cement Company Limited, the sole consumer, could only utilize 54 percent of
the generation capacity of the power project due to depressed market, economic instability
and worst recessionary conditions in the country,
The chances of sale of surplus electric power are also remote in view of the fact that WAPDA
has surplus power and has reduced and may further reduce electricity tariff, There is also no
other industrial undertaking in the vicinity of the power project to attract the purchase of electricity
from the Company.
5. MERGER OF THE COMPANY WITH D.G. KHAN CEMENT COMPANY LIMITED
In view of the above facts coupled with changes made in power policy from time to time, lack
of further incentives for private power projects, inconsistent fiscal policies, and the location
constraints of the project, the Directors have decided to merge the Company with D.G, Khan
Cement company Limited.
This decision has been taken after joint consensus of the Board of Directors of the respective
companies.
D.G. Khan Cement Company Limited is the largest cement manufacturing plant, having
production capacity of 5500 tons clinker per day. Its total assets as per latest financial statements
are of Rs 8800 million and is ISO 9002 certificate holder.
The proposed merger is subject to the approval from the shareholders, completion of legal
formalities and the approval of the Honourable Lahore High Court Lahore.
6. EARNING PER SHARE
The Company has earned a handsome net profit in the year under review, which in turn yielded
earning per share of Rs 5.78 as compared to Rs 3.69 of the last year.
7. DIVIDEND
The Directors are pleased to recommend a cash dividend of 25%. This is Rs 2.50 per share of
Rs 10.00.
8. SHAREHOLDING
The pattern of holding of shares in the prescribed form 34 is annexed to this report.
9. AUDITORS
The retiring Auditors M/s Riaz Ahmad and Company Chartered Accountants Lahore being
eligible, have offered for reappointment for the year 1999-2000.
10. MILLENNIUM BUG
The Management confirms that all the computers and soft ware in the use of the company are
Y2K compliant.
11. ACKNOWLEDGMENT
The Directors place their appreciation on record for the dedicated efforts of the employees of
the Company in maintaining harmony in operations and hope that same spirit and devotion will
continue in future also.
KHALID QADEER QURESHI AFTAB AHMAD KHAN
Director Director
Lahore: 
December 06, 1999
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed balance sheet of D.G. KHAN ELECTRIC COMPANY LIMITED as at 30 June
1999 and the related profit and loss account and statement of changes in financial position, 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 purpose of our audit and, after due verification thereof, 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 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 and the statement of changes in financial position,
together with the notes forming part thereof, 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 1999 and of the profit and the changes in financial
position for the year then ended; and
(d) in our opinion, no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980.
Lahore: Riaz Ahmad and Company
December 04,1999 Chartered Accountants
BALANCE SHEET AS AT 30 JUNE 1999
Note 1999 1998
EQUITY AND LIABILITIES Rupees Rupees
SHARE CAPITAL AND RESERVES
Authorized Share Capital
30,000,000 ordinary shares of
Rs. 10 each 300,000,000 300,000,000
========== ==========
Issued, subscribed and paid up
share capital
20,000,000 ordinary shares of
Rupees 10 each fully paid up in cash 200,000,000 200,000,000
Capital reserve - Premium on issue of shares 120,000,000 120,000,000
Revenue reserve-General 3 172,527,000 106,527,000