| Gharibwal Cement Limited |
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| Annual Report 1999 |
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| CONTENTS |
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| Board of Directors |
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| Notice
of Meeting |
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| Directors'
Report to the Shareholders |
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| Auditors' Report |
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| Pattern of Shareholding |
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| Balance Sheet |
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| Profit and Loss Account |
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| Cashflow Statement |
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| Notes to the Accounts |
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| Subsidiary
Company |
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| Consolidated Accounts |
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| Company Profile |
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| BOARD
OF DIRECTORS: |
|
| MR.
MOHAMMAD TOUSIF PERACHA |
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| Chairman |
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| MR. FAROOQ ZAMAN |
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| Managing
Director (Chief Executive) |
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| MR. ABDUR RAFIQUE KHAN |
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| Director |
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| MRS.
TABASSUM TOUSIF PERACHA |
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| Director |
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| MR. M. NIAZ PERACHA |
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| Director |
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| MR. ANIS WAHAB ZUBERI |
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| Director (Nominated by NIT) |
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| MR. IMTIAZ RASOOL |
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| Director (Nominated by SLIC) |
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| SECRETARY: |
MR. ABDUL JABBAR BUTT |
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| AUDITORS: |
HAMEED CHAUDHRI & CO. |
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|
Chartered Accountants |
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| BANKERS: |
NATIONAL BANK OF PAKISTAN |
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|
UNITED BANK LIMITED |
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|
MUSLIM COMMERCIAL BANK |
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|
THE HONGKONG AND SHANGHAI |
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|
BANKING CORPORATION |
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|
ABN AMRO BANK |
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|
FAYSAL BANK |
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| REGISTERED OFFICE: |
26-EMPRESS ROAD, LAHORE |
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| WORKS: |
ISMAILWAL (DISTT.
CHAKWAL) |
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| NOTICE OF MEETING |
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| Notice
is hereby given that 39th Annual General Meeting of the members of GHARIBWAL
CEMENT LIMITED will be |
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| held
at its registered office, 26-Empress Road, Lahore, on Friday, December 24,
1999 at 3.30 p.m. for transacting the |
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| following business: |
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| ORDINARY BUSINESS |
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| 1.
To confirm the minutes of the Annual General Meeting held on 28 December,
1998. |
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|
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| 2.
To receive, consider and adopt the Accounts of the Company 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 for the year 1999-2000 and fix their remuneration. M/s
Hameed Chaudhri & Co. Chartered |
|
| Accountants, the retiring Auditors have
offered themselves for re-appointment as Auditors of the Company. |
|
|
| 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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| Date: November 24, 1999 |
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|
ABDUL JABBAR BUTT |
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|
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|
Secretary |
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| Notes: |
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| 1.
Share transfer books of the Company will remain closed from December 16, 1999
to December 24, 1999 (both days |
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| inclusive).
The members whose names appear in the Register as at the close of business on
December 15, 1999, will |
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| qualify to attend the
meeting. |
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|
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| 2.
A Member entitled to attend and vote at this Meeting may appoint another
Member as his / her Proxy to attend and |
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| vote
on his / her behalf. Proxies, in order to be effective must be received by
the Company not less than 48 Hours |
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| before the Meeting. |
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|
|
| 3.
Kindly quote Folio Number in all correspondence with the Company. |
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|
| 4.
Members are requested to notify any change in address immediately. |
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| 5.
CDC shareholders desiring to attend the meeting are requested to bring their
original National Identity Cards, Account |
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| and
participant's ID numbers, for identification purpose, and in case of proxy,
to enclose an attested copy of his/her |
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| National Identity Card. |
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| DIRECTORS'
REPORT TO THE SHARE HOLDERS |
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| Your
Directors are pleased to present their annual report alongwith audited
accounts for the financial year ended on 30th |
|
| June 1999. |
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|
| General |
|
|
| As
reported in the last year that the Cement Industry in Pakistan at present is
passing through its most critical phase, and |
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| the
impact of excessive supply due to expansion of existing and installation of
new projects will take few years to bridge |
|
| the
gap between the demand and supply of cement. |
|
|
| Industrial
growth is stagnate, and generally the country is passing through a
recessionary phase. The manufacturers of the |
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| cement
plants are unable to get the full benefits of the results from the optimum
utilization of the installed capacities due to |
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| which
the cost of production per tone has escalated. |
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|
| Financial Results |
|
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| The
company suffered a net operating loss of Rs. 160.693 million for the year
under review as compared to Rs. 136.870 |
|
| million
loss for the preceding year. Loss after tax for the year under review is Rs.
151.207 million as compared to the loss |
|
| of
Rs. 79.666 million of the last year. |
|
|
| Operating Performance |
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| The
summary of operating results is given below. |
|
|
|
1998-99 |
1997-98 |
|
|
|
|
(Tonnes) |
|
| Clinker Production |
|
316,715 |
437,455 |
|
| Cement Production |
|
367,840 |
418,670 |
|
| Dispatches |
|
365,248 |
416,305 |
|
|
| The
clinker production decreased by 120,740 Tonnes which is 27.6% lower as
compared to last year, The cement production |
|
| decreased
by 12.14% (1998-13.62%). The actual sales were also lower by 12.26%
(1998-14.91%) from the previous year |
|
| mainly
due to decline in the demand as a result of increase in supply of the new
brands of cement. |
|
|
| Declining
trend in the demand every year is adversely affecting the overall cost of
production per tonne as the usual increase |
|
| in
the basic input costs are constantly increasing due to inflation and levy of
additional taxes by the Govt. of Pakistan i.e. |
|
| Sales
tax on raw material, stores & spares and increase in rate of Royalty on
raw material from Rs. 5 to Rs. 15 per MT. |
|
|
| Marketing |
|
|
| The
company was successful in retaining its market share inspite of very tough
competition prevailing in the market due to |
|
| excessive
supply of the cement. The product acceptability remained satisfactory in the
eyes of the customer. |
|
|
| Development and Maintenance |
|
|
| Our
own power plant commenced its commercial production during the year. Due to
commencement of commercial |
|
| production,
the company's liquidity improved significantly, and it was possible for the
company to pay the lease rentals on |
|
| the due dates. |
|
|
| The
cement plant performance remained satisfactory and its normal maintenance has
been carried out throughout the year. |
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|
| Pattern of Shareholding |
|
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| Pattern
of Shareholding of the company is annexed. |
|
|
| Auditors |
|
|
| M/s
Hameed Chaudhri & Co. Chartered Accountants, the retiring auditors, being
eligible offer themselves for |
|
| re-appointment
for the year ended 30th June 2000. |
|
|
| Y2k |
|
|
| Computer
hardware and software used for financial applications and other purposes have
been examined and it has been |
|
| ensured
that the Millennium Bug will not effect these applications. The steps taken
include upgradation, modification and |
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| replacement
of certain hardware and software. |
|
|
| Preliminary
investigation and consultation have also been completed in respect of
computers used in production process and |
|
| corrective
measures have been adopted. |
|
|
| The
Company is not dependent on any single major supplier, buyer, debtor etc. for
procurement of material or sale of its |
|
| product. |
|
|
| Labour Management Relations |
|
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| The
Board of Director's appreciates the hard work of the labour and the entire
team of the company and applauds the |
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| cordial
relationship that exists between the labour and management. It is hoped that
they will continue to work with same |
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| zeal .and spirit. |
|
|
| For and on behalf of the
Board |
|
|
| Lahore, November 24, 1999. |
|
FAROOQ ZAMAN |
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|
CHIEF EXECUTIVE |
|
|
|
| AUDITORS'
REPORT TO THE MEMBERS OF GHARIBWAL CEMENT LTD. |
|
|
| We
have audited the annexed Balance Sheet of GHARIBWAL CEMENT LIMITED as at 30
June, 1999 and the related |
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| 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 purposes 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 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 loss and
the cash flows for the year then |
|
| ended; and |
|
|
|
| d)
in our opinion, no Zakat was deductible at source under the Zakat and Ushr
Ordinance, 1980. |
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|
HAMEED CHAUDHRI & CO. |
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| Lahore: November 24, 1999 |
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|
CHARTERED ACCOUNTANTS |
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|
|
| PATTERN
OF SHAREHOLDING AS AT 30 JUNE, 1999 |
|
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|
| Share Holding |
|
No. of |
No. of |
Percentage |
|
| From |
To |
Share Holders |
Shares Held |
of Paid-up Capital |
|
|
| 1 |
100 |
713 |
28,781 |
0.171 |
|
| 101 |
500 |
494 |
127,780 |
0.757 |
|
| 501 |
1000 |
245 |
167,632 |
0.993 |
|
| 1001 |
5000 |
312 |
677,229 |
4.013 |
|
| 5001 |
10000 |
51 |
334,962 |
1.985 |
|
| 10001 |
15000 |
10 |
122,242 |
0.724 |
|
| 15001 |
20000 |
4 |
67,359 |
0.399 |
|
| 20001 |
25000 |
5 |
117,623 |
0.697 |
|
| 30001 |
35000 |
1 |
33,433 |
0.198 |
|
| 40001 |
45000 |
1 |
44,657 |
0.265 |
|
| 45001 |
50000 |
1 |
45,655 |
0.271 |
|
| 50001 |
55000 |
1 |
53,337 |
0.316 |
|
| 55001 |
60000 |
1 |
55,013 |
0.326 |
|
| 60001 |
65000 |
1 |
61,301 |
0.363 |
|
| 240,001 |
245,000 |
1 |
242,973 |
1.440 |
|
| 295,001 |
300,000 |
1 |
299,750 |
1.776 |
|
| 780,001 |
785,000 |
1 |
780,746 |
4.628 |
|
| 795,001 |
800,000 |
1 |
797,712 |
4.727 |
|
| 970,001 |
975,000 |
1 |
971,526 |
5.757 |
|
| 3,280,001 |
3,285,000 |
1 |
3,282,482 |
19.450 |
|
| 4,280,001 |
4,285,000 |
2 |
8,564,224 |
50.747 |
|
| ---------------------- |
---------------------- |
---------------------- |
---------------------- |
---------------------- |
|
|
1848 |
16,876,417 |
100 |
|
| ============= |
============= |
============= |
============= |
============= |
|
|
|
|
No. of |
No. of |
Percentage |
|
| Categories of Share Holders |
Share Holders |
Shares Held |
of Paid-up Capital |
|
|
| Individuals |
1806 |
1,500,031 |
8.888 |
|
| Investment Companies |
2 |
254,777 |
1.510 |
|
| Insurance Companies |
6 |
3,681,937 |
21.817 |
|
| Financial Institutions |
10 |
1,869,375 |
11.077 |
|
| Private Limited Companies |
14 |
89,091 |
0.528 |
|
| Foreign Investors |
2 |
8,564,224 |
50.747 |
|
| Corporations |
1 |
61,301 |
0.363 |
|
| Corporate Law Authority |
1 |
11 |
0.000 |
|
| Joint Stock Company |
1 |
797,712 |
4.727 |
|
| Others |
5 |
57,958 |
0.343 |
|
|
---------------------- |
---------------------- |
---------------------- |
|
| Grand Total:- |
1848 |
16,876,417 |
100.000 |
|
|
============= |
============= |
============= |
|
| DETAIL OF OTHERS |
|
|
| Tehrik-i-Jadid
Anjuman Ahmadiya Pakistan |
278 |
|
| Sadar
Anjuman Ahmadiya Pakistan |
24,448 |
|
| Dacca Benevolent Association |
|
17,437 |
|
| The
Ahmadiya Anjuman Ishaat-i-Islam |
934 |
|
| Dy.
Administration Abandoned Properties |
14,861 |
|
|
---------------------- |
|
|
57,958 |
|
|
============= |
|
|
|
|
|
| BALANCE
SHEET AS AT 30 JUNE, 1999 |
|
|
|
|
1999 |
1998 |
|
| SHARE
CAPITAL AND RESERVES |
|
Note |
(Rupees in thousand) |
|
| Authorised |
|
|
|
| 50,000,000 ordinary |
|
|
|
| shares of Rs. 10 each |
|
500,000 |
500,000 |
|
|
|
|
---------------------- |
---------------------- |
|
| Issued, subscribed and
paid-up |
|
3 |
168,764 |
168,764 |
|
| General reserve |
|
|
332,000 |
332,000 |
|
| Accumulated loss |
|
|
(478,533) |
(327,326) |
|
|
|
|
---------------------- |
---------------------- |
|
|
|
|
|
22,231 |
173,438 |
|
|
| SURPLUS
ON REVALUATION OF FIXED |
|
|
|
| ASSETS |
|
4 |
993,804 |
993,804 |
|
|
|
|
|
| LIABILITIES
AGAINST ASSETS |
|
|
|
| SUBJECT
TO FINANCE LEASE |
|
5 |
168,240 |
145,228 |
|
|
|
|
|
| DEFERRED LIABILITIES |
|
| Deferred taxation |
|
6 |
16,232 |
14,687 |
|
| Vacation benefits |
|
7 |
7,411 |
6,548 |
|
| Deposits from customers |
|
8 |
4,535 |
8,035 |
|
|
|
|
---------------------- |
---------------------- |
|
|
|
|
28,178 |
29,270 |
|
|
| CURRENT LIABILITIES |
|
| Current
portion of liabilities against |
|
| assets subject to finance
lease |
|
|
5 |
13,132 |
21,014 |
|
| Short term finance |
|
|
9 |
16,478 |
48,310 |
|
| Creditors,
accrued and other liabilities |
|
10 |
250,614 |
236,041 |
|
| Taxes and duties |
|
|
11 |
35,348 |
44,843 |
|
| Unclaimed dividend |
|
|
3,026 |
3,038 |
|
|
---------------------- |
---------------------- |
|
|
318,598 |
353,246 |
|
|
============= |
============= |
|
| CONTINGENCIES AND COMMITMENTS |
|
12 |
|
|
|
1,531,051 |
1,694,986 |
|
|
============= |
============= |
|
|
|
| TANGIBLE FIXED ASSETS |
|
| Operating fixed assets |
|
13 |
1,083,123 |
867,731 |
|
| Capital work-in-progress |
|
14 |
0 |
297,645 |
|
| Stores
held for capital expenditure |
|
|
2,283 |
1,905 |
|
|
---------------------- |
---------------------- |
|
|
|
1,085,406 |
1,167,281 |
|
|
| LONG TERM INVESTMENTS |
|
15 |
170,042 |
150,042 |
|
|
|
|
|
| LONG TERM DEPOSITS AND |
|
|
|
| PREPAYMENTS |
|
16 |
12,094 |
12,279 |
|
|
|
|
|
| LONG
TERM LOANS AND ADVANCES |
|
17 |
17,657 |
22,102 |
|
|
|
|
| CURRENT ASSETS |
|
| Stores, Spares and loose
tools |
|
|
18 |
104,322 |
114,989 |
|
| Stock-in-trade |
|
|
19 |
49,556 |
89,806 |
|
| Trade debtors |
|
|
20 |
0 |
0 |
|
| Loans,
advances, deposits, prepayments |
|
|
|
| and other receivables |
|
21 |
76,824 |
94,719 |
|
| Short term investments |
|
|
22 |
359 |
504 |
|
| Cash and bank balances |
|
|
23 |
14,791 |
43,264 |
|
|
---------------------- |
---------------------- |
|
|
245,852 |
343,282 |
|
|
---------------------- |
---------------------- |
|
|
|
1,531,051 |
1,694,986 |
|
|
|
============= |
============= |
|
| The
annexed notes form an integral part of these accounts. |
|
|
|
|
|
M. NIAZ PERACHA |
FAROOQ ZAMAN |
|
|
DIRECTOR |
|
CHIEF EXECUTIVE |
|
|
|
|
|
|
|
|
| PROFIT
AND LOSS ACCOUNT FOR THE YEAR ENDED 30 JUNE, 1999 |
|
|
|
|
|
1999 |
1998 |
|
|
|
Note |
(Rupees in thousand) |
|
|
| SALES - net |
|
24 |
755,305 |
797,528 |
|
| COST OF SALES |
|
25 |
812,665 |
840,692 |
|
|
|
---------------------- |
---------------------- |
|
| GROSS (LOSS) |
|
|
(57,360) |
(43,164) |
|
|
|
| OPERATING EXPENSES |
|
|
|
| General and administrative |
|
26 |
33,187 |
33,977 |
|
| Selling and distribution |
|
27 |
8,052 |
9,341 |
|
| Financial charges |
|
28 |
55,167 |
49,390 |
|
| Other charges |
|
29 |
6,927 |
998 |
|
|
|
|
---------------------- |
---------------------- |
|
|
|
|
103,333 |
93,706 |
|
|
---------------------- |
---------------------- |
|
| OPERATING (LOSS) |
|
|
(160,693) |
' (136,870) |
|
|
| OTHER INCOME |
|
30 |
7,784 |
61,047 |
|
|
---------------------- |
---------------------- |
|
| (LOSS) BEFORE TAXATION |
|
|
(152,909) |
(75,823) |
|
|
|
| PROVISION FOR TAXATION |
|
| Current and prior years |
|
11.1 |
(3,247) |
4,737 |
|
| Deferred |
|
6 |
1,545 |
(894) |
|
|
---------------------- |
---------------------- |
|
|
|
(1,702) |
3,843 |
|
|
|
---------------------- |
---------------------- |
|
| (LOSS) AFTER TAXATION |
|
|
(151,207) |
(79,666) |
|
|
| (ACCUMULATED
Loss)/ |
|
|
|
| Brought forward |
|
|
(327,326) |
'(247,660) |
|
|
---------------------- |
---------------------- |
|
| (ACCUMULATED Loss) |
|
| Carried to Balance Sheet |
|
|
(478,533) |
(327,326) |
|
|
============= |
============= |
|
| Earnings per share' (in
Rupees) |
|
31 |
|
(8.96) |
(4.72) |
|
|
|
|
|
|
| The
annexed notes form an integral part of these accounts. |
|
|
| M. NIAZ PERACHA |
|
FAROOQ ZAMAN |
|
| DIRECTOR |
|
CHIEF EXECUTIVE |
|
|
|
| CASH
FLOW STATEMENT FOR THE YEAR ENDED 30 JUNE, 1999 |
|
|
|
|
1999 |
1998 |
|
|
|
(Rupees in thousand) |
|
|
| NET CASH INFLOW FROM |
|
|
|
| OPERATING
ACTIVITIES (Note 'A') |
|
56,181 |
116,641 |
|
|
| CASH
FLOW FROM INVESTING ACTIVITIES |
|
| Fixed capital expenditure |
|
(4,177) |
(3,676) |
|
| Long
term investments in Subsidiary Company |
|
(20,000) |
(147,430) |
|
| Sale
proceeds of operating fixed assets |
|
1,642 |
2,324 |
|
| Exchange fluctuation gain |
|
4,910 |
8,836 |
|
| Dividend received |
|
1 |
1 |
|
| Interest received |
|
508 |
2,925 |
|
|
---------------------- |
---------------------- |
|
| NET
CASH (OUTFLOW) FROM |
|
| INVESTING ACTIVITIES |
|
|
(17,116) |
(137,020) |
|
|
| CASH
FLOW FROM FINANCING ACTIVITIES |
|
| Lease finances - net |
|
(12,226) |
16,536 |
|
| Short term finances - net |
|
(31,832) |
15,175 |
|
| Mark-up
on short term finances paid |
|
(3,312) |
(4,176) |
|
| Lease finance charges paid |
|
(20,156) |
(6,614) |
|
| Dividend paid |
|
(12) |
(68) |
|
|
---------------------- |
---------------------- |
|
| NET
CASH(OUTFLOW)/INFLOW FROM FINANCING ACTIVITIES |
|
(67,538) |
20,853 |
|
|
|
---------------------- |
---------------------- |
|
| NET
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS |
(28,473) |
474 |
|
|
|
|
|
|
| CASH
AND CASH EQUIVALENTS |
|
|
|
| - At the beginning of the
year |
|
|
43,264 |
42,790 |
|
|
---------------------- |
---------------------- |
|
| CASH
AND CASH EQUIVALENTS |
|
| -. At the end of the year |
|
|
14,791 |
43,264 |
|
|
============= |
============= |
|
| The
annexed note 'A' forms an integral part of this Statement. |
|
|
| M.
NIAZ PERACHA |
|
FAROOQ ZAMAN |
|
| DIRECTOR |
|
CHIEF EXECUTIVE |
|
|
|
|
| NOTE 'A" |
|
| CASH
FLOW FROM OPERATING ACTIVITIES |
|
|
|
|
1999 |
1998 |
|
|
|
|
(Rupees in thousand) |
|
|
| Loss
for the year-Before taxation |
|
|
(152,909) |
(75,823) |
|
|
| Adjustments for: |
|
| Depreciation |
|
|
|
84,689 |
61,923 |
|
| Gain on sale of fixed assets
, |
|
|
|
(279) |
(323) |
|
| Mark-up on short term
finances |
|
|
|
3,939 |
5,419 |
|
| Lease finance charges |
|
|
|
46,141 |
7,985 |
|
| Interest on bank deposits |
|
|
|
(357) |
(2,808) |
|
| Exchange fluctuation gain |
|
|
|
(4,910) |
(8,836) |
|
