| Fauji Cement Company Limited |
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| Annual
Report 1999 |
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| CONTENTS |
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| Company
Information at a Glance |
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| Notice
of the Seventh Annual General Meeting |
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| Report
of the Directors |
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| Auditors'
Report |
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| Balance Sheet |
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| Profit
and Loss Account |
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| Cash
Flow Statement |
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| Notes
to the Accounts |
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| Pattern
of Shareholdings as on 30 June 1999 |
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| COMPANY
INFORMATION AT A GLANCE |
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| Board
of Directors |
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| Lt
General Muhammad Maqbool, HI(M), S Bt |
Chairman & |
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Chief Executive |
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| Maj
General Sayeed U1 Hasan Zaidi, HI(M) |
Additional Managing |
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Director |
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| Brig
(Retd) Muhammad Saeed Baig, SI(M) |
Director |
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| Brig
(Retd) Ghulam Hussain, SI(M) |
Director |
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| Brig
(Retd) Karam Dad |
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Director |
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| Mr.
Qaiser Javed |
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Director |
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| Non
Executive Directors |
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| Mr.
David Vivian Johns, CDC |
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Director |
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| Mr.
Palle O. Jorgensen, FL Smidth & Co |
Director |
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| Mr.
Henrik Starup, IFU |
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Director |
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| Company
Secretary: |
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Brig (Retd) Bashir
Hussain Tareen |
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| Registered
Office: |
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70-Harley Street,
Rawalpindi Cantt, Pakistan |
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| Plant Site: |
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Near Village Jhang,
Tehsil Fateh Jhang |
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District Attock |
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| Marketing/Sales |
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M-40-1, 1st Floor, Hotel
Pakland, |
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| Department |
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Bank Road, Saddar |
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Rawalpindi - Pakistan |
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| Auditors: |
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A.F. Ferguson & Co. |
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Chartered Accountants |
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| Legal Advisors: |
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Orr, Dignam & Co.
Advocates. |
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M/s Rizvi & Rizvi,
Advocates |
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| NOTICE
OF THE SEVENTH ANNUAL GENERAL MEETING |
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| 1.
All Shareholders of the Company. |
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| 2.
M/s A.F. Ferguson & Company Auditors of the Company. |
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| Notice
is hereby given that the Seventh Annual General Meeting of the Company will
be |
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| held
at 10:00 A.M. on Monday, December 13, 1999 at Hotel Pearl Continental, The
Mall |
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| Rawalpindi,
to transact the following business:- |
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| 1.
To receive, consider and adopt the Audited Accounts of the Company for the
year |
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| ended
30 June 1999. |
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| 2.
To consider and approve the Directors' Report for the year ended 30 June
1999. |
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| 3.
To appoint Auditors of the Company in place of present Auditors Messrs A.F. |
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| Ferguson
& Company who retire at the end of the seventh AGM, and offer |
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| themselves
for reappointment, and to fix their remuneration. |
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| 4.
Any other business with the permission of the Chair. |
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By Order of the Board |
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| Place:
Rawalpindi |
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Brig (Retd) Bashir Hussain Tureen |
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| Date:
11 November 1999 |
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Company Secretary |
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| NOTES: |
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| 1.
The Share Transfer Books of the Company will remain closed from 13 December |
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| 1999
to 19 December 1999 (both days inclusive). No transfer will be accepted for |
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| registration
during this period. |
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| 2.
A member entitled to attend and vote at the Annual General Meeting may
appoint a |
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| proxy
to attend and vote in place of the Member. Proxies, in order to be effective, |
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| must
be received at the Registered Office of the Company duly stamped and signed |
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| not
less than 48 hours before the Meeting. A member may not appoint more than one |
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| proxy.
Proxy form is attached. |
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| 3.
Shareholders are requested to promptly notify any change in their address. |
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| REPORT
OF THE DIRECTORS |
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| 1. General |
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| The
Directors take pleasure in presenting their Seventh Annual Report together
with |
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| the
Company's audited accounts for the year ended 30 June 1999, alongwith the |
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| Auditors'
report thereon. |
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| 2.
Marketing and Financial Aspects |
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| Present
financial statements depicting a negative picture remain a source of concern. |
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| While
all the foreign equity participants and the lenders, being the major parties
in |
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| the
Project, remained involved with the problem through meetings held for finding
a |
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| solution
to overcome the crisis, the Directors deem it proper to also apprise all our |
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| shareholders
that the Management is fully aware of its obligations. Cumulative |
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| effects
of an over installed capacity and depressed economic environment with no |
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| mega
project taking off for consumption of cement led to a reduced demand. An
opti- |
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| mum
level of production commensurate with poor marketing scenario was therefore |
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| worked
out, and kept approximately at 67% of the installed capacity. Operating at
this |
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| level,
the Sales during the year ended 30 June 1999 were for Rs 2,281.823 million,
at |
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| an
average gross price of Rs 3,666.53 per ton and the net retention of Rs
2,153.83 per |
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| ton.
The cost of production during this year (exclusive of the depreciation &
finan- |
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| cial
charges) averaged around, Rs 1,413.36 per ton leaving a net margin of |
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| Rs
740.47 per ton for redemption of financial charges/principal. However, the
finan- |
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| cial
charges averaged at Rs. 1,186.55 per ton. |
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| 3.
The Company could not fully recover the cost of production due to market con- |
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| straints,
and the presently high rate of excise duty despite a recent nominal relief |
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| under
this head. As such the Company suffered a net loss of Rs 563 million during |
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| the
year ended June 30, 1999. The net loss after adjusting depreciation (Rs. 233
mil- |
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| lion)
is Rs 330 million. The losses suffered as explained above, resulted in an
acute |
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| liquidity
crunch. Consequently, the FCCL is finding it extremely difficult to meet its |
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| obligations
to the lenders. Financial restructuring appears to be the only major solu- |
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| tion.
Negotiations were therefore held with foreign lenders and the equity holders
to |
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| arrive
at a financial model which is acceptable to all, and satisfies the statutory |
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| requirements
of the Securities and Exchange Commission of Pakistan and also the |
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| State
Bank regulations. The negotiations are still in progress. In the mean time we |
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| have
been able to persuade the local lenders to defer their installments for two
years. |
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| 4.
It is relevant to also add a note of progress on the case of custom duty and
sales tax |
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| demand
of Rs. 490 million placed on the Company by the Central Board of Revenue |
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| as
reflected in note 7.1 of the audited accounts. In this regard, the final
arguments |
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| have
been heard by the Divisional Bench of Sindh High Court and the judgement is |
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| reserved
as at the time of writing of this report. It is likely to be announced in due |
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| course. |
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| 5.
In the next couple of years the sluggish marketing scenario is likely to
prevail unless |
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| there
are some rapid changes in the socio-economic conditions. Export of cement |
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| from
Pakistan has great potential but the international prices being very low,
export |
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| from
Northern Zone for the time being does not appear to be a viable proposition.
The |
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| cement
industry also requires government support in further reducing the excise
duty, |
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| reduction
in the cost of inputs and by encouraging export of cement through incen- |
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| tives
in the form of favourable duty drawbacks making our prices comparable in the |
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| international
market. At management level, some drastic measures are in hand to |
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| lower
the cost of production and we expect a significant break through in
mitigating |
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| the
crisis. Some of these include lowering the cost of quarrying, rationalising
man- |
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| power
structure more meticulously, finding and developing our own sources of indus- |
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| trial
water rather than paying an exorbitant price to a private land owner,
economis- |
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| ing
on power consumption with more sophisticated techniques, and lowering the
cost |
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| of
paper bags etc. We expect a major relief through these measures and together
with |
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| Financial
Restructuring on equitable terms we shall, hopefully, break even in about |
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| two
years' time frame. |
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| 6.
The Plant Site |
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| The
year ended June 30, 1999 was the first full year of the Plant operation. As
stated |
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| above,
the capacity utilization was low. The Plant produced 607,434 tons of clinker |
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| and
628,346 tons of cement. Except a few minor teething problems the Plant has |
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| operated
quite smoothly. The Plant is environment friendly and no dust is visible from |
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| any
stack. The Plant has been operated very efficiently as indicated by the
operating |
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| norms
given below, which are among the best in the Cement Industry of Pakistan: |
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| a.
Fuel Consumption |
- 77.75 Kg/ton clinker |
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| b.
Power Consumption |
- 100 kWh/ton cement |
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| c.
Raw Material Consumption |
- 1.55 tons/ton clinker |
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| 7.
The Pattern of Shareholdings |
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| A
statement showing the pattern of shareholding in the Company as at June 30,
1999 |
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| is attached. |
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| 8. Personnel |
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| Relationship
between Management and the workers remained cordial. |
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| 9. Directors |
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| a.
On resignation of Lt. General Khalid Latif Mughal, HI (M), S Bt, |
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| Lt.
General Muhammad Maqbool, HI(M), S Bt was appointed as Chief |
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| Executive
and Managing Director of the Company, wef
01 January 1999. |
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| b.
On resignation of Lt. General Nazar Hussain, HI(M), T Bt on 15 May 1999, |
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| Major
General Sayeed U1 Hasan Zaidi, HI (M) was appointed as a Director of the |
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| Company,
wef 19 July 1999. |
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| c.
On resignation of Brigadier (Retd) Muhammad Akram Ali Khan, Brigadier |
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| (Retd)
Ghulam Hussain was appointed as a Director of the Company, wef 27 |
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| November 1998. |
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| d.
On resignation of Brigadier (Retd) Riaz Ahmad Qureshi, Brigadier (Retd) |
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| Muhammad
Akram Ali Khan was appointed as a Director of the Company, wef |
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| 24 February 1999. |
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| e.
On resignation of Brigadier (Retd) Muhammad Akram Ali Khan, Brigadier |
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| (Retd)
Karam Dad was appointed as a Director of the Company, wef 31 March |
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| 1999. |
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| f.
On resignation of Mr. Iltifat Rasul Khan, Mr. Qaiser Javed was appointed as a |
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| Director
of the Company, wef 07 October 1999. |
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| g.
Following three Directors were appointed as non executive nominee Directors
on |
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| the
Board of Directors of the Company wef 19 July 1999, under contractual obli- |
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| gations
of the Company with their respective institutions: - |
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| (1)
Mr. David Vivian Johns |
- CDC |
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| (2)
Mr. Palle O Jorgensen |
- FLS & Co |
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| (3)
Mr. Henrik Starup |
- IFU |
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| h.
On resignation and withdrawal of nomination of Mr. Martin M. Kristensen, the |
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| IFU
appointed Mr. Henrik Starup as Director in his place. |
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|
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| j.
Under contractual obligations of having six nominee Directors from Fauji |
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| Foundation/Company
and three executive nominee directors from foreign insti- |
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| tutions
as mentioned above, name of Brig (Retd) Ashfaq Ahmad was withdrawn |
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| by
Fauji Foundation consequent upon his resignation from the FCCL Board of |
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| Directors. |
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| k.
The Board places on record its appreciation for the valuable advice and
services |
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| rendered
by the retired Directors and welcomes the new Directors on the Board. |
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| 10. Auditors |
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| M/s
A. F. Ferguson & Company, Chartered Accountants, retire at the conclusion
of |
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| the
Seventh Annual General Meeting and, being eligible, have offered themselves
for |
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| re-appointment. |
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| 11 Dividend |
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| As
highlighted in paras 2 and 3 above, prices of our cement do not break even,
which |
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| is
why the Company has undergone a loss and is thus not in a position to pay any
div- |
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| idend.
With our present inability to make any profit, it has not been possible to
carry |
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| any
amount to Reserve Fund, General Reserve Fund or Reserve Account. |
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| 12.
Financial Position |
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| There
have been no material changes affecting business or the financial position of
: |
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| the
Company, during the period between the end of the Financial Period of the |
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| Company
to which the financial statement relates and the date of this Report. |
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| 13.
Year 2000 Compliance of Computer System |
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| Being
fully aware of the issue of
'Millennium Bug' the management took requisite |
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| measures,
including upgrading the computer systems, to overcome the problem. |
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| Following
are note-worthy:- |
|
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| a.
The Plant suppliers M/s F. L. Smidth & Co of Denmark have already made
nec- |
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| essary
checks/changes in the process control system, and issued a Y2K |
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| Compliance
Certificate after having tested according to the standard PD 2000-1 |
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| by
British Standards Institution. A team of IFC Consultants also checked the
sys- |
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| tems
and were quite satisfied. No major complication is therefore expected at the |
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| Plant site. |
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|
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| b.
It was noticed that with the introduction of Central Depository System, our
shares |
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| management
and accounting system was not Y2K compliant. M/s Fauji Soft have |
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| developed
the system which is now fully Y2K compliant and is working satis- |
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| factorily
with Central Depository Company whose systems are already Y2K |
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| compliant. |
|
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| c.
A team of experts from KPMG visited the Company under arrangements of IFC |
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| Washington.
On their direction, all other gadgets like Personal Computers, fac- |
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| simile
machines and accounting systems etc were subjected to the tests indicated |
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| by
the team. Performance was found to be satisfactory. |
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| 14.
With these measures and guarantees, the Management is confident that Company
will |
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| enter
next Millennium free of the Bug. Despite preparation and assurances given by |
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| well-reputed
institutions, there remains a state of uncertainty the world over. |
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| Following
additional measures are therefore also planned: - |
|
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| a.
The Plant will be closed down for routine maintenance from 30 December 1999 |
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| to
02 January 2000. Thereafter the operation will be undertaken department-wise |
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| starting
with crusher and gradually moving in the sequence so as to remain fully |
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| in
control as a safeguard against total collapse or a bigger loss, should there
be |
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| an
untoward eventuality. |
|
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| b.
Performance of similar plants in the country will also be watched to provide
a |
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| timely
safeguard. |
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| c.
Arrangements have also been made to meet any eventuality by having a well
tied |
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| up
communication with the relevant firms, should a problem emerge even though |
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| it
be a minor breakdown of an odd chip in the Plant. |
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| 15.
Acknowledgments |
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| The
Directors also express their appreciation for the continued support and
contribu- |
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| tions
by the employees, suppliers, the Government and various other agencies |
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| throughout
the year. Notwithstanding the problems highlighted above, the Directors |
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| are
confident that the outlook for the Company remains positive, and thank their |
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| shareholders
and lenders for their continued faith and confidence. |
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For and on behalf of the Board |
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| Rawalpindi |
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|
Lt. General Muhammad Maqbool, HI (M), S Bt |
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| 11
November 1999 |
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Chairman and Chief Executive |
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| AUDITORS'
REPORT TO THE MEMBERS |
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| We
have audited the annexed balance sheet of Fauji Cement Company Limited as at
June |
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| 30,
1999 and the related profit and loss account and cash flow statement for the
year then |
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| ended
together with the notes forming part thereof, and we state that we have
obtained all |
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| the
information and explanations which to the best of our knowledge and belief
were nec- |
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| essary
for the purposes of our audit and after due verification thereof, we report
that: |
|
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| (a)
in our opinion, proper books of account have been kept by the Company as |
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| required
by the Companies Ordinance, 1984; |
|
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| (b)
in our opinion |
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| (i)
the balance sheet and profit and loss account together with the notes |
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| thereon
have been drawn up in conformity with the Companies |
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| Ordinance,
1984, and are in agreement with the books of account and |
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| are
further in accordance with the Company's accounting policies con- |
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| sistently
applied; |
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|
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| (ii)
the expenditure incurred during the year was for the purpose of the |
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| Company's
business; and |
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| (iii)
the business conducted, investments made and the expenditure incurred |
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| during
the year were in accordance with the objects of the Company; |
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| (c)
In our opinion and to the best of our information and according to the expla- |
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| nations
given to us, the balance sheet, profit and loss account and the cash flow |
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| statement,
together with the notes forming part thereof, give the information |
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| required
by the Companies Ordinance, 1984, in the manner so required and |
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| respectively
give a true and fair view of the state of the Company's affairs as |
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| at
June 30, 1999 and of the loss and cash flows for the year then ended; and |
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| (d)
in our opinion no Zakat was deductible at source under the Zakat and Ushr |
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| Ordinance,
1980. |
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| Without
qualifying our opinion we draw attention to contents of note 21 to the
accounts |
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| which
states that the Company is evaluating options for financial restructuring,
which may |
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| include
rescheduling of loans to improve liquidity of the Company. |
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|
| Islamabad |
|
A.F. Ferguson & Co. |
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| 11
November 1999 |
|
Chartered Accountants |
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| BALANCE
SHEET AS AT JUNE 30, 1999 |
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|
1999 |
1998 |
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|
|
Note |
Rupees |
Rupees |
|
|
|
|
| SHAREHOLDERS
EQUITY |
|
|
|
| Share capital |
|
|
|
|
|
|
|
|
|
| Authorised
capital |
|
|
|
| 250,000,000
ordinary shares of Rs 10 each |
|
2,500,000,000 |
2,500,000,000 |
|
|
|
========== |
========== |
|
| Issued,
subscribed and paid-up capital |
|
|
| 171,310,499
(1998: 171,310,499) ordinary |
|
|
| shares
of Rs 10 each |
|
|
1,713,104,990 |
1,713,104,990 |
|
|
|
|
|
| Advance
against shares to be issued |
|
3 |
443,144,000 |
443,144,000 |
|
|
|
|
|
| Accumulated
loss |
|
|
(1,074,145,953) |
(511,244,937) |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
1,082,103,037 |
1,645,004,053 |
|
|
|
|
|
| LONG
TERM LOANS |
|
4 |
2,477,346,579 |
3,041,113,629 |
|
|
|
|
|
|
| CURRENT
LIABILITIES |
|
|
|
|
| Current
portion of long term loans |
|
4 |
1,278,204,943 |
655,632,321 |
|
| Short term loan |
|
5 |
40,000,000 |
-- |
|
| Creditors,
accrued and other liabilities |
|
6 |
846,207,829 |
544,820,066 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
2,164,412,772 |
1,200,452,387 |
|
| CONTINGENCIES AND COMMITMENTS |
|
7 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
|
5,723,862,388 |
5,886,570,069 |
|
|
|
|
|
========== |
========== |
|
|
|
|
| FIXED
CAPITAL EXPENDITURE |
|
|
| Operating
assets |
|
8 |
5,283,901,395 |
5,352,923,242 |
|
| Capital
work in progress |
|
|
-- |
2,955,420 |
|
| Stores
held for capital expenditure |
|
|
92,841,097 |
91,101,203 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
5,376,742,492 |
5,446,979,865 |
|
|
|
|
|
|
| LONG
TERM DEPOSIT |
|
9 |
21,600,000 |
45,853,363 |
|
| DEFERRED
COST |
|
10 |
6,150,486 |
12,300,972 |
|
|
|
|
|
|
| CURRENT
ASSETS |
|
|
|
|
| Stores,
spares and loose tools |
|
11 |
87,041,077 |
50,262,364 |
|
| Stock in trade |
|
12 |
78,197,867 |
60,571,988 |
|
| Trade
debtors - unsecured considered good |
|
|
10,807,206 |
13,740,526 |
|
| Advances,
deposits, prepayments and other |
|
|
|
|
| receivables |
|
13 |
70,439,405 |
111,493,233 |
|
| Cash
and bank balances |
|
14 |
72,883,855 |
145,367,758 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
319,369,410 |
381,435,869 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
|
5,723,862,388 |
5,886,570,069 |
|
|
|
|
========== |
========== |
|
| The
annexed notes form an integral part of these accounts. |
|
|
|
Chairman/Chief Executive |
|
Director |
|
Director |
|
|
|
| PROFIT
AND LOSS ACCOUNT |
|
| FOR
THE YEAR ENDED JUNE 30, 1999 |
|
|
|
|
For the period |
|
|
|
|
For the year |
November 16, |
|
|
|
|
ended June |
1997 to June |
|
|
|
|
30, 1999 |
30, 1998 |
|
|
|
Note |
Rupees |
Rupees |
|
|
|
|
| SALES |
|
|
2,281,823,078 |
1,401,386,777 |
|
| Excise duty |
|
|
941,412,569 |
590,109,388 |
|
|
|
|
------------------ |
------------------ |
|
| NET SALES |
|
|
1,340,410,509 |
811,277,389 |
|
| Cost of sales |
|
15 |
1,118,071,714 |
848,812,102 |
|
|
|
|
------------------ |
------------------ |
|
| GROSS
PROFIT/(LOSS) |
|
|
222,338,795 |
(37,534,713) |
|
|
|
|
|
|
|
| General
and administration expenses |
|
16 |
28,426,630 |
17,120,253 |
|
| Selling
and distribution expenses |
|
17 |
15,311,415 |
6,770,342 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
43,738,045 |
23,890,595 |
|
|
|
|
------------------ |
------------------ |
|
| OPERATING
PROFIT (LOSS) |
|
|
178,600,750 |
(61,425,308) |
|
|
|
|
| Other income |
|
18 |
11,263,267 |
6,949,664 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
189,864,017 |
(54,475,644) |
|
|
|
|
|
|
| Financial
charges |
|
19 |
745,565,033 |
452,520,523 |
|
|
|
|
------------------ |
------------------ |
|
| (LOSS)
BEFORE TAXATION |
|
|
(555,701,016) |
(506,996,167) |
|
| Provision
for taxation |
|
7,200,000 |
4,248,770 |
|
|
|
------------------ |
------------------ |
|
| (LOSS)
AFTER TAXATION |
|
(562,901,016) |
(511,244,937) |
|
| (Loss)
brought forward |
|
(511,244,937) |
-- |
|
|
|
------------------ |
------------------ |
|
| ACCUMULATED
(LOSS) |
|
(1,074,145,953) |
(511,244,937) |
|
|
|
|
========== |
========== |
|
|
| The
annexed notes form an integral part of these accounts. |
|
|
|
Chairman/Chief Executive |
|
Director |
|
Director |
|
|
|
| CASH
FLOW STATEMENT |
|
| FOR
THE YEAR ENDED JUNE 30, 1999 |
|
|
|
|
1999 |
1998 |
|
|
|
|
Rupees |
Rupees |
|
|
|
|
| CASH
FLOWS FROM OPERATING ACTIVITIES |
|
| (Loss)
before taxation |
|
(555,701,016) |
(506,996,167) |
|
| Adjustment
for non cash charges and other items: |
|
|
|
|
|
| Depreciation |
|
|
233,816,271 |
349,461,220 |
|
| Amortisation
of deferred cost |
|
|
6,150,486 |
6,150,486 |
|
| Financial
charges |
|
|
745,565,033 |
452,520,523 |
|
| Gain
on disposal of fixed assets |
|
|
(280,916) |
-- |
|
| Income
on bank deposits |
|
|
(10,938,841) |
(6,619,475) |
|
| (Increase)
in stores and stocks |
|
|
(56,144,486) |
(96,508,597) |
|
| (Increase)/decrease
in receivables |
|
|
44,990,587 |
(54,505,077) |
|
| Increase/(decrease)
in payables |
|
|
(23,880,130) |
53,621,467 |
|
| Taxes paid |
|
|
(9,131,675) |
(13,154,787) |
|
|
|
|
------------------ |
------------------ |
