| Fecto
Cement Limited |
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| Annual Report 1999 |
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| CONTENTS |
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| Corporate Information |
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| Notice of Meeting |
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| Directors' Report |
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| Pattern of Shareholding |
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| Auditors' Report |
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| Balance Sheet |
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| Profit & Loss Account |
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| Statement
of Changes in Financial Position |
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| Notes to the Accounts |
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| CORPORATE
INFORMATION |
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| BOARD OF DIRECTORS |
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| CHAIRMAN |
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| Mr. Mohammed Asad Fecto |
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| CHIEF EXECUTIVE |
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| Mr. Mohammed Yasin Fecto |
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| DIRECTORS |
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| Mr.
Ghulam Mohammed A. Fecto |
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| Mr. Mohammed Ilyas Khan |
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| Mr. Muhammad Nasim Khan |
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| Mr. Mohammad Umer Memon |
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| Mr. Safdar Abbas Morawala |
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| Mr. A. Rauf Chandio |
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| Mr. Afaq Jamal Hussain |
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| Mr. Abdul Jaleel Shaikh |
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| SECRETARY |
Mr. Abdul Aleem, FCA |
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| AUDITORS |
Taseer Hadi Khalid &
Co. |
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Chartered Accountants |
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Rahim Iqbal Rafiq &
Co. |
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Chartered Accountants |
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| LEGAL ADVISOR |
Nisar Law Associates |
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|
51, Mozang Road |
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Lahore |
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| REGISTERED OFFICE |
35-Darulaman Housing
Society |
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Block 7/8, Shahra-e-Faisal |
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Karachi |
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| FACTORY |
Sangjani, Islamabad |
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| MARKETING OFFICE |
2nd Floor, Majeed Plaza |
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Bank Road, Saddar |
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Rawalpindi |
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| SHARE REGISTRAR OFFICE |
Uni Corporate &
Financial Services |
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Westland Trade Centre |
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Opposite Flyover,
Shaheed-e-Millat Road |
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Karachi |
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| NOTICE
OF ANNUAL GENERAL MEETING |
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| Notice
is hereby given that the 18th Annual General Meeting of the Members of the
Company will be held at |
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| Registered
Office, 35-Darulaman Housing Society, Block 7/8, Shahra-e-Faisal, Karachi on
Friday, December 31, |
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| 1999
at 10.00 a.m. to transact the following business: |
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| 1.
To confirm the Minutes of the 17th Annual General Meeting held on December
31, 1 998. |
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| 2.
To receive and adopt the Annual Audited Accounts for the year ended June 30,
1999 together with the |
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| Directors'
and Auditors' Reports thereon. |
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| 3.
To appoint Auditors and fix their remuneration. The present Auditors Messrs.
Taseer Hadi Khalid & Co., |
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| Chartered
Accountants and Messrs. Rahim Iqbal Rafiq & Co., Chartered Accountants
retire and being eli- |
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| gible,
offer themselves for re-appointment. |
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| 4.
To transact any other business with the permission of the Chair. |
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By Order of the Board |
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(ABDUL ALEEM) |
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| Karachi: November 29, 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 Friday,
December 24, 1999 to Friday, |
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| December
31, 1999 (both days inclusive). |
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| 2.
A Member entitled to attend, speak and vote at this meeting may appoint
another Member as his/her proxy |
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| to
attend, speak and vote on his/her behalf. |
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| 3.
Account Holders and Sub-Account Holders of Central Depository Company of
Pakistan Limited are |
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| requested
to bring their original National Identity Card along with a photocopy of the
same for identification |
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| and
in case of proxy must enclose an attested copy of his/her National Identity
Card. |
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| 4.
An instrument appointing a proxy must be received at the Registered Office of
the Company not later than |
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| forty-eight
hours before the time appointed for the Meeting. A Member shall not be
entitled to appoint more |
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| than
one proxy. If a Member appoints more than one proxy and more than one
instrument of proxy are |
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| deposited
by a Member with the Company, all such instruments shall be rendered invalid. |
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| 5.
Members are requested to notify any change in their address immediately. |
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| 6.
Members should quote their Folio Number in all correspondence and at the time
of attending the Meeting. |
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| DIRECTORS'
REPORT TO THE MEMBERS |
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| Dear Members |
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| Your
Directors are pleased to present their report along. with the audited
accounts for the year ended June 30, |
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| 1999. |
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| The
cement industry continues to suffer due to depressed market conditions and
excess supply. These factors have |
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| adversely
affected the operating efficiency, however, due to adoption of effective
marketing strategy by the |
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| management
the financial results of the company have shown improvement during the year. |
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| OPERATING PERFORMANCE |
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| The
production and despatches for the year under review are as follows: |
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1999 |
1998 |
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|
Tonnes |
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| Production |
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| Clinker |
|
467,000 |
547,302 |
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| Cement |
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496,210 |
574,507 |
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| Despatches |
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497,969 |
573,727 |
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| FINANCIAL RESULTS |
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| Despite
the glut of cement due to excess production capacity in the country and the
prevailing adverse .economic |
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| conditions,
the better marketing strategy adopted by the management has resulted in
improvement in the financial |
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| results. |
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| The
gross profit rate has increased from 0.80% to 11.52% mainly due to increase
in selling prices and reduction |
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| in
fuel and power costs. Although the operating expenses and financial charges
have increased by 5.09% and |
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| 4.44%
respectively as compared to corresponding period but still company earned
profit before tax of Rs. 4.86 |
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| million
as compared to last year loss of Rs. 79.273 million. |
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| The
earning per share for the year under review was Re. 0.05. |
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| DEBT OBLIGATIONS |
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| Inspite
of liquidity squeeze the company continues to meet its financial commitments
and debt obligations on time. |
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| FUTURE PROSPECTS |
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| The
cement industry is still facing the problem of excess supply, which may
continue for a long period unless the |
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| Government
achieves a drastic improvement in economy. Further, subsequent to year-end
the Government has |
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| increased
the price of furnace oil and has also imposed sales tax on furnace oil and
electricity. The increase in |
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| these
basic input costs has enhanced the cost of production. Due to marketing
constraints it is not possible to pass |
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| on
the increase to the consumers. Thus the threat of major crises in the cement
industry has again become immi- |
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| nent. |
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| BOARD OF DIRECTORS |
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| During
the year under review National Development Finance Corporation changed its
nominee Director from the |
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| Board
and as a result Mr. A. Rauf Chandio replaced Mr. Shahid Hassan. The Board
places on record its appre- |
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| ciation
for the valuable support and contribution by the outgoing Director and
welcomes the new Director. |
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| AUDITORS |
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| Present
auditors M/s. Taseer Hadi Khalid & Co., Chartered Accountants and M/s.
Rahim Iqbal Rafiq & Co., |
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| Chartered
Accountants, retire and being eligible, have offered themselves for
re-appointment. |
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| YEAR 2000 COMPLIANCE |
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| The
management has carried out the necessary modifications, by utilizing the
in-house expertise, to ensure that |
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| the
Millennium bug shall not affect computer software. Computer hardware have
also been made Y2K compliant |
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| by
replacement/modification of the non-compliant units. |
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| PATTERN
OF SHAREHOLDING |
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| A
statement showing the pattern of shareholding as at June 30, 1999 is annexed. |
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| ACKNOWLEDGMENT |
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| The
Directors would like to place on record their appreciation for the strenuous
efforts and dedicated work of the |
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| staff
and workers and for the efforts made by the dealers in giving full support to
our marketing policies. We |
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| would
also like to express our sincere thanks to all the financial institutions for
their continued support and co- |
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| operation. |
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On behalf of the Board |
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|
(MOHAMMED YASIN FECTO) |
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| Karachi: November 29, 1999 |
|
Chief Executive |
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| PATTERN
OF SHAREHOLDING AS AT JUNE 30, 1999 |
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| Number of |
Shareholding |
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Total |
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| Shareholders |
From |
To |
Shares Held |
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| 531 |
1 |
100 |
53,100 |
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| 2545 |
101 |
500 |
1,171,600 |
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| 4125 |
501 |
1000 |
400,100 |
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| 361 |
1001 |
5000 |
894,600 |
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| 49 |
5001 |
10000 |
372,800 |
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| 14 |
10001 |
15000 |
175,200 |
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| 6 |
15001 |
20000 |
107,400 |
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| 3 |
20001 |
25000 |
70,500 |
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| 3 |
25001 |
30000 |
88,000 |
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| 6 |
30001 |
35000 |
202,400 |
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| 1 |
45001 |
50000 |
46,800 |
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| 1 |
85001 |
90000 |
88,000 |
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| 1 |
90001 |
95000 |
93,800 |
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| 2 |
95001 |
100000 |
198,900 |
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| 1 |
110001 |
115000 |
112,000 |
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| 1 |
130001 |
135000 |
132,000 |
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| 2 |
135001 |
140000 |
276,000 |
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| 1 |
140001 |
145000 |
141,000 |
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| 1 |
155001 |
160000 |
156,000 |
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| 1 |
160001 |
165000 |
162,300 |
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| 1 |
180001 |
185000 |
182,200 |
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| 1 |
225001 |
230000 |
228,000 |
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| 1 |
230001 |
235000 |
230,200 |
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| 1 |
240001 |
245000 |
243,900 |
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| 1 |
245001 |
250000 |
249,000 |
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| 1 |
270001 |
275000 |
270,700 |
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| 1 |
275001 |
280000 |
280,000 |
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| 1 |
280001 |
285000 |
285,000 |
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| 1 |
290001 |
295000 |
295,000 |
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| 1 |
295001 |
300000 |
300,000 |
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| 1 |
305001 |
310000 |
309,500 |
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| 2 |
320001 |
325000 |
650,000 |
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|
| 1 |
325001 |
330000 |
330,000 |
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| 2 |
330001 |
335000 |
670,000 |
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| 1 |
335001 |
340000 |
340,000 |
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| 2 |
340001 |
345000 |
690,000 |
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| 1 |
345001 |
350000 |
350,000 |
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|
| 1 |
360001 |
365000 |
365,000 |
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| 1 |
370001 |
375000 |
375,000 |
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|
| 1 |
395001 |
400000 |
398,200 |
|
|
| 1 |
415001 |
420000 |
420,000 |
|
|
| 1 |
425001 |
430000 |
427,900 |
|
|
| 1 |
455001 |
460000 |
459,800 |
|
|
| 2 |
810001 |
815000 |
1,625,000 |
|
|
| 1 |
995001 |
1000000 |
999,300 |
|
|
| 2 |
1495001 |
1500000 |
2,999,600 |
|
|
| 2 |
1895001 |
1900000 |
3,790,834 |
|
|
| 1 |
1940001 |
1945000 |
1,945,000 |
|
|
| 1 |
3135001 |
3140000 |
3,139,700 |
|
|
| 2 |
3785000 |
3790000 |
7,576,666 |
|
|
| 1 |
3935001 |
3940000 |
3,939,000 |
|
|
| 1 |
6290001 |
6295000 |
6,293,000 |
|
|
| -------------------- |
-------------------- |
-------------------- |
-------------------- |
|
|
| 3,981 |
|
45,600,000 |
|
|
|
|
|
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|
| Categories of Shareholders |
Number of Shareholders |
Shares Held |
Percentage |
|
|
| Individuals |
3,936 |
28,713,400 |
62.97 |
|
|
| Investment Companies |
22 |
3,832,700 |
8.41 |
|
|
| Insurance Companies |
2 |
14,900 |
0.03 |
|
|
| Joint Stock Companies |
3 |
10,900 |
0.02 |
|
|
| Financial Institutions |
7 |
10,561,600 |
23.16 |
|
|
| Modaraba Companies |
4 |
58,600 |
0.13 |
|
|
| Foreign Investors |
4 |
2,401,900 |
5.27 |
|
|
| Others |
3 |
6,000 |
0.01 |
|
|
|
-------------------- |
-------------------- |
-------------------- |
|
|
| Total |
3,981 |
45,600,000 |
100.00 |
|
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|
|
| AUDITORS'
REPORT TO THE MEMBERS |
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|
| We
have audited the annexed balance sheet of FECTO CEMENT LIMITED as at June 30,
1999 and the related |
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| profit
and loss account and statement of changes in financial position, together
with the notes forming part thereof, |
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| 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 and,
after due verification thereof, |
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| we report that: |
|
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| (a)
in our opinion proper books of account have been kept by the company as
required by the Companies |
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| Ordinance, 1984; |
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| (b) in our opinion: |
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|
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| i)
the balance sheet and profit and loss account together with the notes thereon
have been drawn up in |
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| conformity
with the Companies Ordinance, 1984 and are in agreement with the books of
account and |
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| 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 |
|
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| iii)
the business conducted, investments made and the expenditure incurred during
the year were in accor- |
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| dance
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
explanations given to us, the balance |
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| sheet, profit and loss account and the
statement of changes in financial position, together with the notes |
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| 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 June 30, 1999 |
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| 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. |
|
|
| Karachi: November 29, 1999 |
TASEER HADI KHALID &
CO. |
RAHIM IQBAL RAFIQ &
CO. |
|
|
Chartered Accountants |
Chartered Accountants |
|
|
|
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|
| BALANCE
SHEET AS AT JUNE 30, 1999 |
|
|
|
|
|
|
(Rupees in Thousands) |
|
|
Note |
1999 |
1998 |
|
|
| SHARE CAPITAL |
|
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| Authorised: |
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| 50,000,000
Ordinary Shares of Rs. 10/- each |
|
500,000 |
500,000 |
|
|
=========== |
=========== |
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| Issued, subscribed and
paid-up: |
|
| 45,600,000
Ordinary Shares of Rs. 10/- each |
|
| Issued for Cash |
|
456,000 |
456,000 |
|
|
| RESERVES |
|
4 |
151,849 |
149,653 |
|
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|
--------------------- |
--------------------- |
|
|
|
|
607,849 |
605,653 |
|
|
| LONG TERM LOANS |
|
5 |
99,586 |
103,643 |
|
|
| DEFERRED LIABILITIES |
|
6 |
264,615 |
262,431 |
|
|
| LONG TERM DEPOSITS |
|
7 |
19,842 |
21,810 |
|
|
| CURRENT LIABILITIES: |
|
|
|
|
|
| Short Term Running Finance |
|
8 |
30,834 |
-- |
|
|
| Current
Maturity of Long Term Liabilities |
9 |
28,453 |
112,222 |
|
|
| Creditors,
Accrued & Other Liabilities |
10 |
270,381 |
376,756 |
|
|
| Provision for Taxation |
|
15,729 |
5,607 |
|
|
|
--------------------- |
--------------------- |
|
|
|
345,397 |
494,585 |
|
|
|
--------------------- |
--------------------- |
|
|
|
1,337,289 |
1,488,122 |
|
|
=========== |
=========== |
|
|
|
| OPERATING FIXED ASSETS |
|
11 |
896,357 |
996,158 |
|
|
|
|
|
| LONG TERM DEPOSITS |
|
|
4,426 |
4,253 |
|
|
|
|
|
| CURRENT ASSETS: |
|
|
|
| Stores and Spares |
|
12 |
285,627 |
298,473 |
|
| Stock-in-Trade |
|
13 |
17,467 |
23,665 |
|
| Trade
Debtors-Unsecured Considered Good |
|
2,809 |
19,292 |
|
| Advances and Pre-payments |
|
14 |
82,164 |
88,639 |
|
| Cash and Bank Balances |
|
15 |
48,439 |
57,642 |
|
|
|
|
--------------------- |
--------------------- |
|
|
|
436,506 |
487,711 |
|
|
|
--------------------- |
--------------------- |
|
|
|
1,337,289 |
1,488,122 |
|
|
|
=========== |
=========== |
|
| These
accounts Should be read in conjunction with the attached notes |
|
|
| (MOHAMMAD
YASIN FECTO) |
(ABDUL JALEEL SHAIKH) |
|
| Chief Executive |
|
Director |
|
|
|
|
| PROFIT
AND LOSS ACCOUNT |
|
| FOR
THE YEAR ENDED JUNE 30, 1999 |
|
|
|
(Rupees in Thousands) |
|
|
|
Note |
1999 |
1998 |
|
|
|
|
|
|
|
| SALES-NET |
|
16 |
1,030,202 |
1,098,932 |
|
| COST OF SALES |
|
17 |
911,572 |
1,090,193 |
|
|
|
|
--------------------- |
--------------------- |
|
| GROSS PROFIT |
|
|
118,630 |
8,739 |
|
|
|
|
|
| OPERATING EXPENSES |
|
|
|
|
| General & Administrative |
|
18 |
36,652 |
34,807 |
|
| Selling & Distribution |
|
19 |
24,201 |
23,101 |
|
|
|
|
--------------------- |
--------------------- |
|
|
|
|
60,853 |
57,908 |
|
|
|
|
--------------------- |
--------------------- |
|
|
|
|
57,777 |
(49,169) |
|
| FINANCIAL CHARGES |
|
20 |
54,667 |
52,343 |
|
| OTHER INCOME |
|
21 |
(2,001) |
(22,388) |
|
| WORKERS' FUNDS |
|
|
256 |
149 |
|
|
|
--------------------- |
--------------------- |
|
|
|
52,922 |
30,104 |
|
|
|
--------------------- |
--------------------- |
|
| PROFIT/(LOSS)
BEFORE TAXATION |
|
4,855 |
(79,273) |
|
| PROVISION FOR TAXATION |
|
| Current Year |
|
22 |
15,729 |
5,607 |
|
| Prior Year |
|
|
- |
(21,116) |
|
| Deferred |
|
|
(13,070) |
(23,719) |
|
|
|
--------------------- |
--------------------- |
|
|
|
2,659 |
(39,228) |
|
|
| PROFIT/(LOSS)
AFTER TAXATION |
|
2,196 |
(40,045) |
|
| ACCUMULATED
(LOSS) BROUGHT FORWARD |
|
(100,347) |
(60,302) |
|
|
|
--------------------- |
--------------------- |
|
| ACCUMULATED
(LOSS) CARRIED FORWARD |
|
(98,151) |
(100,347) |
|
|
|
|
============= |
============= |
|
| Earning
/ (Loss) per share- basic (Rupee) |
23 |
0.05 |
(0.88) |
|
|
| These
accounts should be read in conjunction with the attached notes |
|
|
| (MOHAMMAD
YASIN FECTO) |
|
(ABDUL JALEEL SHAIKH) |
|
| Chief Executive |
|
|
Director |
|
|
|
| STATEMENT
OF CHANGES IN FINANCIAL POSITION |
|
| FOR
THE YEAR ENDED JUNE 30, 1999 |
|
|
|
(Rupees in Thousands) |
|
|
1999 |
1998 |
|
|
|
| Cash
Flows from Operating Activities |
|
|
|
|
| Net
Profit/(Loss) before Taxation |
|
4,855 |
(79,273) |
|
| Adjustments for: |
|
|
|
|
| Depreciation |
|
|
99,904 |
11 2,463 |
|
| Amortisation of Deferred Cost |
|
|
- |
1.15 |
|
| Loss/(Gain)
on Disposal of Fixed Assets |
|
427 |
(763) |
|
| Foreign Exchange Loss/(Gain) |
|
|
8,222 |
(990) |
|
| Financial Charges |
|
|
46,445 |
53,333 |
|
|
|
------------------ |
------------------ |
|
| Operating
Profit before Working Capital Changes |
|
159,853 |
85,923 |
|
| Decrease/(Increase)
in Stores and Spares |
|
12,846 |
(9,414) |
|
| Decrease/(Increase)
in Stock-in-Trade |
|
6,198 |
(8,283) |
|
| Decrease in Trade Debtors |
|
|
16,483 |
7,284 |
|
| (Increase)/Decrease
in Advances and Pre-payments |
|
(327) |
1,308 |
|
| Increase
in Short Term Running Finance |
|
30,834 |
- |
|
| (Decrease)/Increase
in Creditors, Accrued and |
|
|
|
| Other Liabilities |
|
|
(31,723) |
18,735 |
|
|
|
------------------ |
------------------ |
|
| Cash Generated from
Operations |
|
|
194,164 |
95,553 |
|
| Financial Charges Paid |
|
|
(112,627) |
(62,457) |
|
| Income
Tax Paid/Deducted at Source |
|
(8,480) |
(30,832) |
|
| Long Term Deposits Received |
|
|
(1,968) |
(1,414) |
|
| Long Term Deposits Given |
|
|
(173) |
7,519 |
|
|
|
|
------------------ |
------------------ |
|
| Net
Cash from Operating Activities |
|
70,916 |
8,369 |
|
|
|
|
|
| Cash
Flows from Investing Activities |
|
|
| Fixed Capital Expenditure |
|
|
(1,913) |
(3,221) |
|
| Sale Proceeds of Fixed Assets |
|
|
1,383 |
3,321 |
|
| Advances
to Associated Companies |
|
9,675 |
74,345 |
|
|
|
------------------ |
------------------ |
|
| Net
Cash from Investing Activities |
|
9,145 |
74,445 |
|
|
|
|
|
| Cash
Flows from Financing Activities |
|
| Repayment of Long Term Loans |
|
(72,070) |
(68,539) |
|
| Repayment
of Redeemable Capital |
|
(15,756) |
(21,239) |
|
| Dividend Paid |
|
(1,438) |
(5,367) |
|
|
|
------------------ |
------------------ |
|
| Net
Cash used in Financing Activities |
|
(89,264) |
(95,145) |
|
|
|
------------------ |
------------------ |
|
| Net
(Decrease)in Cash & Bank Balances |
|
(9,203) |
(12,331) |
|
| Cash
and Bank Balances as at July 1 |
|
57,642 |
69,973 |
|
|
------------------ |
------------------ |
|
| Cash
and Bank Balances as at June 30 |
|
48,439 |
|