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Dewan Sugar Mills Limited
Annual Report 1999
Mission Statement
The mission of Dewan Sugar Mills Limited is to be the finest
Organisation, and to conduct business responsibly
in a straight forward way.
Our basic aim is to benefit the customers, employees
and shareholders and to fulfil our commitments to the society.
Our hallmark is honesty, initiative and teamwork of our people
and our ability to respond effectively to change in all aspects
of life including technology, culture and environment.
We will create a work environment, which motivates, recognises
and rewards achievements at all levels of the Organisation
because
IN ALLAH WE TRUST & IN PEOPLE WE BELIEVE.
We will always conduct ourselves with integrity
and strive to be the best.
COMPANY INFORMATION
BOARD OF DIRECTORS DEWAN ZIA-UR-REHMAN FAROOQUI
Chairman
DEWAN GHULAM MUSTAFA KHALID
Vice Chairman
DEWAN MOHAMMAD YOUSUF FAROOQUI
Managing Director / Chief Executive
DEWAN ABDUL REHMAN FAROOQUI
Deputy Managing Director
DEWAN MUHAMMAD AYUB KHALID
DEWAN ASIM MUSHFIQ FAROOQUI
DEWAN ABDULLAH AHMED SWALEH FAROOQUI
AUDITORS MESSRS. FARUQ ALI & CO.
Chartered Accountants
Habib Square,
M.A. Jinnah Road,
Karachi.
TAX ADVISORS SHARIF & COMPANY
Advocates
BANKERS MUSLIM COMMERCIAL BANK LIMITED
HABIB BANK LIMITED
SOCIETE GENERALE,
THE FRENCH & INTERNATIONAL BANK
STANDARD CHARTERED BANK
AMERICAN EXPRESS BANK
BANK OF AMERICA
CITI BANK
ABN AMRO BANK
UNITED BANK LIMITED
REGISTERED OFFICE DEWAN CENTRE
3-A, Lalazar,
Beach Hotel Road,
Karachi - 74000,
Pakistan.
MILLS JILLANIABAD, BUDHO TALPUR
Taluka: Mirpur Bathoro,
District: Thatta, Sindh,
Pakistan.
CONTENTS
Notice of the Meeting
Statement Under Section 160
Directors' Report
Auditors' Report to the Members
Balance Sheet
Profit & Loss Account
Cash Flow Statement
Notes to the Accounts
Pattern of Share Holding
NOTICE OF EIGHTEENTH ANNUAL GENERAL MEETING
Notice is hereby given that the 18th Annual General Meeting of Dewan Sugar Mills Limited will be
held on 25 March, 2000 at 6:30 p.m. at Dewan Centre, 3-A Lalazar Beach Hotel Road, Karachi, to
transact the following business:
ORDINARY BUSINESS:
1. Recitation from HOLY QURAN.
2. To read and confirm the minutes of the Extra Ordinary General Meeting held on 20th
September, 1999.
3. To receive, consider and adopt the annual audited accounts for the year ended 30 September,
1999 together with the Directors' and Auditors' Report thereon.
4. To approve the declaration of Cash Dividend @ 12.5% and issue of bonus shares @ 10%.
5. To appoint Auditors of the Company for the year ending 30 September 2000 and to fix their
remuneration.
SPECIAL BUSINESS:
6. To consider and approve short term loans and advances, out of surplus funds available with
the Company to Dewan Textile Mills Limited and/or Dewan Khalid Textile Mills Limited
and/or Dewan Mushtaq Textile Mills Limited, in compliance with the provisions of Section 208
of the Companies Ordinance, 1984.
7. To approve remuneration payable to the Chief Executive.
8. To consider and approve the increase in the authorised capital of the Company from
Rs. 150,000,000/- to Rs. 300,000,000/-.
9. To transact any other business with the permission of the Chairman.
By and on behalf of Board of Directors
Date: 04 March, 2000 (DEWAN MOHAMMAD YOUSUF FAROOQUI)
Place · Karachi: Managing Director/Chief Executive
NOTES:
1. The Share Transfer Books of the Company will remain closed from 24 March, 2000 to 31 March,
2000 (Both days inclusive).
2. A member entitled to attend, speak and vote at the meeting is entitled to appoint a proxy to
attend, speak and vote for him/her. (A proxy must be member of the company).
3. An instrument of proxy and a power of attorney or other authority (if any) under which it is
signed. or a notarially certified copy of such power of attorney, in order to be valid must be
deposited at the registered office of the Company not less than 48 hours before the time of the
meeting.
4. Members are requested to notify any change in their addresses immediately.
"Statement under section 160 of the Companies Ordinance, 1984 is attached with the Annual
Report circulated to the members of the company".
STATEMENT UNDER SECTION 160
OF THE COMPANIES ORDINANCE, 1984
This statement is annexed to the Notice of the 18th Annual General Meeting of Dewan Sugar Mills
Limited (hereinafter referred to as DSML.) to be held on 25 March, 2000 and sets out material fact
concerning the Special Business to be transacted at the Meeting.
1. Investments in Associated Companies
The Board of Directors considers to advance temporary short term financing to the associated
companies out of surplus funds available with the Company. Details of such financing are given
below:
(i) Name of borrower Company and asso- - Dewan Textile Mills Limited
ciated undertaking together with the         Rupees Fifty Million only
amount of loans and advances. - Dewan Khalid Textile Mills Limited
Rupees Fifty Million only
- Dewan Mushtaq Textile Mills Limited
Rupees Fifty Million only
(ii) Rate of interest to be charged on each - 1% above the rate on which the lending
loan and advance together with the         Company has obtained its own borrowing
particulars of collateral security to be - No Security is considered necessary as all the
obtained from borrower. companies are under common management
control.
(iii) Period for which these loans and - Twelve Months
advances will be made
(iv) The terms of repayment or any other - The loans and advances are adjustable within
terms of loans and advances. a period of twelve months or as and when
required by the lending Company.
(v) Purpose of loans and advances - The purpose of loans and advances is to pro-
vide any immediate requirement of working
capital of the borrowing Company.
(vi) Benefits likely to accrue to the The investing Company and its shareholders
Company and its shareholders from        will be benefited in a manner that their invest-
loans and advances ment will fetch a return of one percent over
and above the mark-up rate at which the
investing Company has borrowed. Further,
the surplus funds will not remain idle and will
be invested in the most efficient manner
whereby the investing Company, not only get-
ting good return but the funds will also remain
at the disposal of the investing Company as
such loans and advances are repayable on
demand.
In this regard following resolution is proposed to be passed, with or without modification, as a
'SPECIAL RESOLUTION.'
"Resolved that the Board of Directors of the Company be and is hereby authorised to make
temporary short term loans / advances to the following associated companies up to maximum
limit of Rs. 50 million each at the mark up rate of 1% above the rate on which the Company has
obtained the borrowing.
-Dewan Textile Mills Limited
-Dewan Khalid Textile Mills Limited
-Dewan Mushtaq Textile Mills Limited
These temporary loans / advances shall be adjusted as and when required by the Company and
shall not exceed 12 months period."
2. Remuneration payable to the Chief Executive and whole-time working Director
Approval of shareholders will be sought for the remuneration payable to the Chief Executive and
whole time working Director. For this purpose it is intended to propose that the following
resolution be passed as an Ordinary Resolution, namely:
"Resolved that the Company hereby authorises the payment as remuneration to Dewan
Mohammad Yousuf Farooqui, Chief Executive, Rs. 75,000 per month, exclusive of perquisites
and other benefits to which he is entitled under his terms of office for the whole year ending 30
September 2000 and for the remainder of his term remuneration as increased by the sums that
may be applicable under their respective terms of office".
3. Increase in Authorised Capital
In order to enable the Company to increase its paid-up capital in excess of the existing authorised
capital of Rs. 150,000,000/- and to cater for such increases from time to time, the directors have
recommended to raise the authorised capital to Rs. 300,000,000/- which the shareholders may
approve by passing with or without modification the following Resolution as a Special
Resolution which is as follows:
Resolved that the Authorised capital of the Company be and is hereby increased from Rs.
150,000,000/- (Rupees One Hundred and Fifty Million) divided into 15,000,000 ordinary shares
of Rs. 10/- each to Rs. 300,000,000/- (Rupees Three Hundred Million) divided into 30,000,000
ordinary shares of Rs. 10/- each and to effect the same clause V of the Memorandum of
Association and Article No. 4 of the Articles of Association be and are hereby amended to read
as follows:
Clause V of Memorandum of Association of the Company
The Share Capital of the Company is Rs. 300,000,000/- (Rupees Three Hundred Million)
divided into 30,000,000 Ordinary Shares of Rs. 10/- each. The Company shall have powers to
increase or reduce the share capital from time to time as it may think proper and the shares
forming the capital-original, increased or reduced may be divided into such classes, in
accordance with the provisions of the Companies Ordinance, 1984.
Article No. 4 of the Articles of Association of the Company
The Share Capital of the Company is Rs. 300,000,000/- divided into 30,000,000 ordinary shares
of Rs. 10/- each.
DIRECTORS' REPORT
Your Directors take pleasure in presenting to you the Eighteenth Annual Report of the Company
together with the audited accounts for the financial year ended on September 30, 1999.
Alhamdolillah, the results for the year under review are satisfactory despite many adverse factors
such as increase in quality premium, low recovery and downward slide in sugar prices in the inter-
national markets.
By the Grace of Almighty Allah, your Company has earned a Net Profit of Rs. 38.781 million after
Charging Rs. 71.504 million for depreciation and making a provision for Tax amounting to Rs. 47.263
million. The highlights of the Accounts are as follows:
1999 1998
(Rupees)
Gross Sales - Sugar 1,681,413,444 2,253,372,127
Fertilizer 665,362,990 --
Polypropylene 99,484,166 --
---------- ----------
2,446,260,600 2,253,372,127
========== ==========
Depreciation (Consolidated) 71,503,904 62,000,552
Financial Charges (Consolidated) 140,408,969 112,377,805
Taxation (Consolidated) 47,263,503 22,083,130
Net profit after tax 38,781,268 30,785,993
We humbly and gratefully bow our heads before Almighty Allah, the Most Gracious and Merciful,
who has rewarded and blessed your Company with His innumerable bounties in the difficult times.
IF YE GIVE THANKS, I WILL GIVE YOU MORE (HOLY QURAN)
Your Directors are pleased to propose appropriation of profit in the following manner:
- Profit for the Year 1998-99
- Un-appropriated profit brought forward Rs. 38,781,268
Rs. 99,016,086
Profit available for appropriation ----------
Rs. 137,797,354
==========
Appropriation
- Cash Dividend @9% - 1997-98 Rs. 12,447,270
Final Cash Dividend @ 12.5% Rs. 17,287,875
Proposed issue of Bonus Shares @ 10% Rs. 13,830,300
- Un-appropriated profit carried forward Rs. 94,231,909
----------
Total Rs. 137,797,354
==========
The Board of Directors took decision for appropriation of the profit keeping in view the expectations
of the shareholders from Dewan Mushtaq Group, statutory regulations future profitability and pre-
sent scenario of sugar industry.
The Board also decided to apprise its valued shareholders with the current status and future preva-
lent situation of Sugar Industry in detail through this report.
PLANT PERFORMANCE
The sugar cane crushing season for 1998-99 commenced on 11 November 1998 and continued upto
14 April 1999. During the season, the plant crushed 1,054,999 metric tons or 28,265, 975 maunds of
sugar cane. Total white sugar produced was 100,860 metric tons at an average recovery of 9.56%.
Total quantity of molasses produced was 54,725 metric tons at an average recovery of 5.19%. Again
due to availability of lower quality sugar cane near the end of the season coupled with start up of
new factories and expansion of existing mills in the vicinity, we could not meet the target of crush-
ing 3.5 crore maunds.
REVIEW ON ACCOUNTS
Alhamdolillah, despite lower recovery; lower margins, increased financial expenses and other
inputs; the result may be termed as satisfactory. The total gross sales of sugar & molasses of the com-
pany amounted to Rs. 1.68 billion as compared to Rs. 2.25 billion in the previous year. The Earning
per Share (EPS) of the Company works out to Rs. 2.80 as compared to last year's EPS, which was Rs.
2.45. Alhamdolillah, your Company has been able to meet all its financial obligations on time and
from its own resources.
The current season of sugar again witnessed substantial export from Pakistan to all parts of the
world with major shipments going to India and Indonesia but this has not helped in improving the
profitability in the industry. The average export price from Pakistan was around US$ 260 per ton
during the season compared to US$ 290 per ton in the previous season. The international prices
recorded its lowest of US$ 180 per ton. Your Company was allowed a specific export quota of around
24,000 tons. In view of low international prices the Government allowed rebate of Rs. 4,500 per ton
on export which made this export possible. Major exports were affected between December 1998 and
March 1999.
Whilst the rebate announced by the Government was significant, its payment was delayed beyond
normal time which created pressure on liquidity of the companies and also resulted in higher finan-
cial charges.
The export that your Company made was based on quota announced by the Pakistan sugar Mills
Association which also imposed penalties for non-performance. This was done to allow an equal
opportunity to all the mills to participate in the export. The export of sugar helped in reducing the
pressure of over supply in the local market and maintained equilibrium of stock within the Country.
However, substantial stocks were held for around eight to ten months which resulted in high finan-
cial charges.
The tax figure increased significantly over the previous year as the Company paid withholding tax
to custom authorities at the rate of 5 per cent on the import of fertilizer for trading purposes. This
withholding tax is treated as full and final settlement of income tax obligation for trading business.
In Sindh Province, area cultivated under sugar cane increased to 270,800 (1997/98 --261,586)
hectares, up by 3.52% with yields improving to 63% (1997/98 -- 61%) h/t. up by 3%. This gave an
aggregate harvest of 17,050,700 (1997/98 -- 15,999,614) tons. Supplies to Sindh Sugar Industry
increased to 15.095 (1997/98 -- 13.853) million tons, up by 9%, forming 89% (1997/98 -- 87%) of the
crop harvest. A larger crop and also a larger crushing influenced recovery to drop by 10% to 8.96%
(1997/98 --9.92%) which indicates a steady decline in sugar cane quality. This vital area pertaining
to quality of sugar can deserves attention on urgent basis. The arrest of decline in quality of sugar
cane and its improvement will serve as catalyst for providing boom in the sugar industry. It is sugar
per hectare that serves as medium of measuring production efficiency, as the famous proverb goes,
sugar is produces in fields and processed in factories
DIVERSITY AND INTEGRATION
The polypropylene packaging plant achieved capacity utilisation of around 90% during the year.
The bags have been well received in the market. In the current year, the division has earned a net
profit before tax of Rs. 1,232,892 after charging depreciation of Rs. 9,264,602 and financial charges of
Rs. 11,068,274.
During the year your Directors also imported fertilisers. In the past years, the imported fertiliser was
supplied to sugar cane growers as a loan the price of which was adjusted from their sugar cane sup-
plies. In the current year, apart from providing fertiliser to sugar cane growers as a loan, it was also
sold in the market. Your Company has earned a profit of Rs. 42,761,330 before tax from this activity.
This trading activity also benefited polypropylene division as their bags were used for packing of
fertiliser at sea port. The trading in fertilizer provided support to your Company in respect of prof-
itability as well.
Your Company obtained approval from it's shareholders in Extra Ordinary General Meeting held on
September 20, 1999 to make an investment in the equity of Dewan Farooque Motors Limited. During
the current year it has subscribed Rs. 130 million in 13 million ordinary shares of RS. 10 par value.
The new company is shaping up well and the models it has launched are receiving good response
from the market. The Initial Public Offering to the general public will be made soon. The Board feels
satisfied with this investment and is confident that it will be a profitable venture which will benefit
the shareholders.
CURRENT YEAR PROSPECTS
The present sugar cane crushing season (1999-2000) began on 03 November 1999 and upto 29
February 2000 the plant crushed 842,228 metric tons or 22,565,220 maunds of sugar cane at an aver-
age recovery of 9.93% and produced 82,695 metric tons of sugar and 41,079 metric tons of molasses.
The national production is expected to touch 2.8 million tons which alongwith carry over stock of
0.2 million tons will adequately meet the country's annual consumption requirement of 3 million
tons. Due to lower production of sugar and equilibrium between demand and supply Government
has not allowed it's export.
Contrary to the local scene the international sugar market is facing a huge glut. Due to this over-
supply situation international prices are moving between US$ 160 to US 180 per ton and the man-
ufacturers are looking for markets to dump their product. Timely action of the previous Government
to levy regulatory duty has saved the local sugar industry from a major disaster.
Due to volatile international market situation and extremely low price of sugar Government should
ensure that adequate protection is provided to the local industry against cheap imports. Under the
WTO's requirement the ITP on imported products have been replaced by 'transaction value' from
January 01, 2000. This will have far reaching implications in a downward spiralling international
market, therefore, the Government will have to be vigilant in tracking the prices to curb any cheap
sugar imports making way in the country.
VOTE OF THANKS
The Board puts on record its gratitude to its valuable shareholders, federal and provincial govern-
ment functionaries, banks, development financial institutions, and customers of 'Salsabil' whose
cooperation, continued support and patronage have enabled your Company to surpass the desired
result.
The Board also express its thanks for the valuable teamwork, loyalty and laudable efforts rendered
by the executives, staff members and workers of your Company, during the year under review, and
wishes to place on record its appreciation for the same.
AUDITORS
The Auditors of your Company, M/s. Faruq Ali & Company. Chartered Accountants, retire and offer
their services for re-appointment for the ensuing year on the same remuneration.
YEAR 2000
The onset of Year 2000 has cleared all the hyperbole regarding the famous Y2K problem. We are
pleased to inform our shareholders that all our Hardware and Software is functioning as usual with-
out any problem. Alhamdolillah, all the applications are working perfectly and the results obtained
from computer generated information reconciles to the manual records that were maintained in
order to cater to any unforeseen circumstances.
CONCLUSION
In conclusion, we bow, beg and pray to Almighty Allah, Rahman-o-Rahim, in the name of our
beloved prophet, Muhammad, peace be upon him, for continued showering of His Blessings,
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, Ameen, Summa-Ameen.
LO-MY LORD IS INDEED HEARER OF PRAYER (HOLY QURAN)
For and on behalf of the Board of Directors
Dewan Mohammad Yousuf Farooqui
Karachi · March 02, 2000 Managing Director/Chief Executive
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed Balance Sheet of Dewan Sugar Mills Limited, as at 30th September, 1999
and the related Profit and Loss Account and Cash Flow Statement together with the notes forming part
thereof, for the year then ended and we state that we have obtained all the 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 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 and the Cash Flow Statement, 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 September 1999 and of the profit and the Cash Flow for the year
then ended; and
(d) in our opinion Zakat deductible at source under the Zakat and Ushr Ordinance, 1980 was
deducted by the Company and deposited in the Central Zakat Fund established under Section
7 of that Ordinance.
Faruq Ali & Company
Chartered Accountants
Karachi.
Date: 02 March, 2000