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Pioneer Cement Limited
Annual Report 1999
CONTENTS
Company information
Notice of Meeting
Chairman's Review and Directors' Report
Graphs
Auditors' Report to the Members
Balance Sheet
Profit & Loss Account
Statement of Changes in Financial Position
Statement of Changes in Equity
Notes to the Accounts
Pattern of Holding of Shares
COMPANY INFORMATION
BOARD OF DIRECTORS Malik Manzoor Hayat Noon (Chairman)
Javed Ali Khan (Chief Executive)
K. Iqbal Talib
Muhammad Anwar Mir
Dr. Parvez Hassan
Lt. Col. (R) M. Bashir Ahmed
Soren Iversen (FLS)
G. M. Z. Khan (ADB)
Muhammad Ali Shaikh (NDFC)
MANAGEMENT Javed Ali Khan - Chief Executive
Usman Masud Khan - Director Coordination
Badruddin Fakhri - Director Finance & Admin.
I.H. Shamsi - Financial Advisor
Talat Saeed Khan - General Manager Marketing
Javed Elahi - General Manager Works
Nurul Ibad - Deputy General Manager
SECRETARY Syed Anwar Ali
AUDITORS Anjum Asim Shahid & Company, Chartered Accountants
LEGAL ADVISERS Hassan & Hassan (Advocates)
BANKERS Bank Al-Habib
Habib Bank Limited
National Bank of Pakistan
National Development Finance Corporation
Crescent Investment Bank Ltd.
REGISTERED OFFICE 1st Floor, Alfalah Bldg., Shahrah-e-Quaid-e-Azam, Lahore.
SHARES DEPARTMENT Registrar:
66-67 Garden Block,
New Garden Town, Lahore.
Ph: 5831462-63
HEAD OFFICE 7th Floor, Lakson Square Building No. 3,
Sarwar Shaheed Road, Karachi
Ph: 5685052-55 Fax: 5605051
FACTORY Chenki, District Khushab. Ph :0454-720832
SALES OFFICES Lahore Office:
30-Baber Block, New Garden Town.
Ph :5867270-71
Faisalabad Office:
103-C, Peoples Colony,
Road. Ph: 724003
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 13th Annual General Meeting of the members of Pioneer Cement Limited will be
held at 66-67 Garden Block, New Garden Town, Lahore on Friday the 31st December, 1999 at 11:30 a.m. to
transact the following business.
1. To confirm the minutes of the extraordinary general meeting held on 7th August, 1999.
2. To receive, consider and adopt the audited accounts for the year ended 30th June, 1999 and reports of the
directors and the auditors' thereon.
3. To appoint auditors for the ensuing period and fix their remuneration.
4. To transact any other business as may be placed before the meeting with permission of the Chairman.
By order of the Board
SYED ANWAR ALl
6th December, 1999 Company Secretary
Notes:
i) The share transfer books of the Company shall remain closed from 23rd December, 1999 to 31st
December, 1999.
ii) A member entitled to attend, speak and vote at this meeting may appoint another member as proxy to
attend, speak and vote on his/her behalf. Proxies in order to be effective must be received at the registered
office of the company not later than 48 hours before the meeting.
CHAIRMAN'S REVIEW AND DIRECTORS' REPORT
It gives me great pleasure to present the annual report and the audited accounts of the Company for the financial
year ended 30th June, 1999 on behalf of the Board of Directors.
General
The country could not sustain the growth rate of 5.4% achieved in the year 1997-98 and declined to 3.1% in the
year under review. Economic sanctions imposed after the nuclear test in May, 1998 further accentuated the crisis
and created serious problems. The Government had to take a number of corrective measures to sustain the growth
of the economy, like imposition of dual exchange rate, increase in cash margin of L/Cs, freezing of foreign
currency accounts and reduction in Government expenditure which only proved to be counter-productive and
caused further decline of economic growth. The cement sector, which is very sensitive to the changes in incomes
of the household sector, continued to remain depressed mainly due to low cement demand and excess production
capacity. The demand of cement has remained almost constant between 9 to 10 million tons as against produc-
tion/capacity of 16 million tons. Shares of cement sector on the stock exchanges remained subdued due to
losses reported by almost all the cement companies in the year 1998.
Production
Due to extremely low level of demand of cement, the company had to curtail its capacity utilisation to 69% from
79% registered in the preceding year. Clinker production declined by 12% from 471,999 tons to 416,441 tons,
whereas cement production declined by 17% from 530,492 tons to 442,655 tons.
Marketing
The cement prices remained highly volatile during the year and continued to drift downward till 7th October, 1998
when it reached to its lowest ebb at Rs. 2,550/- per ton. This price was not sustainable for any of the cement
companies. The upward price adjustment to around Rs. 4,400/- per ton in October, 1998 gave some respite, but
the same lasted only for six months and the price again declined to Rs. 3,930/- per ton in April, 1999.The average
selling price during the year had however improved to Rs. 3,747/- per ton from Rs. 3,484/- per ton in 1997-98.
The company could not maintain its previous sales level and could sell only 446,202 tons as against 535,575
tons sold in the preceding year, registering a decline of 17% in sales volume.
Financial Restructuring
The financial restructuring exercise which was initiated by Asian Development Bank and other DFI's in 1995 could
not be completed due to the fact that conditions prevailing in the cement sector were not sustainable. By the
grace of God Almighty, the situation started improving in the year 1998-99 when price of cement improved and
remained stable around Rs. 4,000 per ton. You will be pleased to know that NDFC with 44% of local currency
financing rescheduled their loans in the month of December, 1998. BEL with 45% of local currency financing had
initiated legal proceedings against the company. PCL had also filed a suit of damages against BEL. However,
as a result of negotiated and mutually accepted settlement, a rescheduling agreement was signed in June, 1999.
Consequently, court cases were withdrawn by both the parties. IDBP had rescheduled their loan in 1997-98.
SAPICO have also rescheduled their loan in the month of September, 1999. NBP's Board of Directors has ac-
corded its approval for converting Forced Demand facility into a Long Term Loan, in its meeting held in November,
1999.
ADB who were carrying out close monitoring of the operations of the Company since 1995 have signed a Memo-
randum of Understanding on 24th September, 1999 to reschedule their loan. AFIC's Mission came to Pakistan
in July, 1999 and agreed to reschedule their loan.
By the Grace of God, the operations of the company are now sustainable at the current price, even at low capacity
operations and we hope to meet all our debt-servicing obligations.
During the year under review, the company was able to service its debts to the DFIs/Banks to the extent of Rs.
190 million as against Rs. 133 million paid in the preceding year.
Profitability
The profitability of the cement industry in the recent past has been adversely affected by the rising cost of inputs,
lower price of cement and higher incidence of taxation on cement. The fixed excise duty of Rs. 1,400/- per ton
is the highest levy on cement in the region. The impact of taxes built in the prices of inputs namely furnace oil,
electricity, packing material etc. works out to about Rs. 1,000/- per ton. As such, overall incidence of government
taxes on cement works out to about 60% of ex-factory price of cement. There is a need to review the whole
structure of electricity tariff, price of furnace oil and taxation on cement industry, so that profitability of cement
industry could be revived. During the year under report, the company was able to control its internal costs and
earned an operating profit of Rs. 45.9 million, as against Rs. 10.2 million earned in the preceding year. This was
achieved even in the backdrop of falling sales revenue to Rs. 932 million from Rs. 1029 million in the preceding
year. However, the operating profit turned into loss after the charge of financial expenses amounting to Rs. 221
million. Net loss has reduced to Rs. 184.8 million from Rs. 225.9 million sustained during preceding year. Due
to adjustment of prior year's charges on account of effect of rescheduling, net loss has turned into a net profit
of Rs. 2 million.
During the year under review, PCL has paid Rs. 669 million of the Federal Government as excise duty. Since
commencement of its commercial operations in November, 1994, PCL has paid around Rs. 4 billion on account
of excise duty / sales tax alone, to the Government exchequer.
Auditors' Qualifications
1. The effects of rescheduling have been taken into account in accordance with the clauses of the resched-
uling agreements signed with National Development Finance Corporation and Bankers Equity Limited and
in consultation with the Corporate Lawyers.
2. The auditors are of the opinion that in the light of a technical release issued by the Institute of Chartered
Accountants of Pakistan, the exchange risk fee should be charged to profit and loss account. However,
as per the legal opinion sought by your company with reference to the International Accounting Standard
No. 23, the company can continue to capitalise foreign exchange cover fee payable to State Bank of
Pakistan against foreign currency loans.
Auditors' Comments
a. Auditors have expressed their apprehensions about the ability of the Company to continue as a going
concern on the basis of operating results for 1998-99 and the size of current liabilities as on 30th June, 1999.
In this connection, the directors would like to point out that losses as well as current liabilities have
gradually been reducing as under:
30.6.99 30.6.98
Rs. in Million Rs, in Million
Net Profit (Loss) (184.797) (225.935)
Current Liabilities 1,508,920 2,149,304
Due to stability in the prices of cement and improvement witnessed in the demand of cement, profitability
of the company has considerably improved. During the period July to Oct., 99, the company earned a net
profit of Rs. 14.148 million. We hope that the company will start making reasonably good profits as soon
as the crisis hovering in the cement sector is over.
As regards the size of current liabilities, the directors would like to clarify that had the rescheduling of loans
been approved by NBP, ADB and AFIC during the year under review, the level of current liabilities on 30th
June, 1999 could have further reduced by Rs. 952 million and current ratio would have improved tremen-
dously. Since the effect of rescheduling of these loans will be accounted for in the year 1999-2000, the
level of current liabilities is likely to reduce by about Rs. 952 million as on 30th June, 2000.
The auditors had raised the issue of going concern in the last report as well, but by the Grace of Almighty
Allah we not only operated as a going concern, but have shown improvements during 1998-99 as compared
with 1997-98. Similarly, we have full confidence that we will not only continue to operate as a going concern
during 1999-2000 but will also show significant improvement in the operating results, as well as, financial
health of the company.
b) The auditors have stated about uncertainty of the applicability of SBP's F.E. Cover to the revised repayment
schedules of foreign loans. In view of reports that State Bank of Pakistan has extended exchange cover
to the revised repayment schedules of few other companies, the directors feel confident the PCL will also
be getting similar treatment from SBP, particularly because of the fact that non repayment of installments
of foreign loans was on account of crisis in cement sector. Asian Development Bank have also agreed to
reschedule its loan after satisfying that non repayment of loan by PCL was due to crisis in the cement
sector.
Future Outlook
The current operations of the cement industry are characterized by low capacity utilisation and lower cement
prices with higher input costs. However, the future outlook of the industry is not as gloomy as it appears to be.
During the recent months, PCL has been able to make a breakthrough in exporting cement to Sri Lanka inspite
of all the odds against exports. PCL cement has been well received in Sri Lanka market and there is every
likelihood that it will be able to establish a strong foothold in Sri Lanka. Pakistan has to face severe competition
in export of cement from countries like Indonesia, Malaysia, India and China. The international price is much lower
than the current manufacturing cost. The export rebate will have to be suitably revised upwards so that the
unutilised capacity is fully used for exports. There is yet another measure which can stimulate the domestic
demand of cement and that relates to use of cement in making concrete roads. Cement concrete roads have
a longer life than the ordinary bitumen road and also bring in fuel economy to the country. Besides, the cement
roads are environment friendly and maintenance free. The demand of cement is also likely to increase due to
revival of investors' confidence and new investment activity to be generated following a change of Government
in October, 1999. Recent announcement of the Government to continue with the Apna Ghar Scheme will also give
some boost to the demand of cement.
The cement industry is a major strategic industry in Pakistan and badly needs support form the government to
overcome the crisis prevailing in the industry for last over three years.
Y2 K Compliance
We would like to again confirm that the company has taken care of Y2K problem and has ensured that no untoward
incident takes place during transition to the next millennium.
Acknowledgement
The Directors would like to express heartiest thanks to the Directors and Officials of Asian Development Bank,
Nissho Iwai Corporation, Asian Finance and Investment corporation, National Development Finance Corporation,
Bankers Equity Limited, National Bank of Pakistan, Industrial Development Bank of Pakistan and Saudi Pak
Industrial and Agricultural Investment Co., for their continued support to the Company.
Thanks are also due to Pak Libya Holding Co. and Crescent Investment Bank Limited for their cooperation with
the Company.
The Directors also appreciate the strenuous efforts made by the employees and the distributors of the Company
for producing best possible results remaining within the crisis situation prevailing in the cement sector. It is hoped
that they will continue to work with the same zeal and spirit.
for and on behalf of the Board of Directors
MALIK MANZOOR HAYAT NOON
Chairman
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed balance sheet of Pioneer Cement Limited as at June 30, 1999 and the related
profit and loss account and the statement of changes in financial position, together with the notes forming part
thereof, for the year then ended and we state that:
1. The company has incorporated all adjustments on account of re-scheduling of long term loans and accrued
interest pertaining to financial assistance given by Bankers Equity Limited and National Development Finance
Corporation (refer note no 3, 4, 6, 8, 9, 24 & 26) under the rescheduling/restructuring arrangements approved
for the company However, in the absence of balances confirmation certificates from these financial in-
stitutions, the consequent financial impact of the subject rescheduling and the balances outstanding at the
year-end remained unconfirmed to us.
2. The company has capitalized exchange risk fee amounting to Rs. 79 million (1998: Rs. 66 million). However,
Technical Release No. 24 of the Institute of Chartered Accountant of Pakistan read with the provisions of
International Accounting Standard No. 23 requires such fee to be charged to the profit and loss account
after the commencement of commercial production. Had the fee been recognized as an expense, the loss
for the year would had been higher by Rs. 77 million after taking into account depreciation of Rs. 2 million
and accumulated losses would have increased by Rs. 342 million (1998: Rs. 265 million).
Except for the financial effects of the foregoing paras 1 and 2 above, and to the extent to which these may
affect the financial results of the company, we report 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, profit & loss account and the statement of changes in financial position 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 the 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 & loss account and the statement of changes in financial position, together with
the notes forming part thereof, give the information required by the Companies Ordinance, 1984, in the
manner so required and respectively give a true and fair view of the company's affairs as at June 30,1999
and of the loss and the changes in financial statement for the year then ended; and
d) In our opinion no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980.
Without qualifying our opinion, we draw your attention to the following matters:
a) the company has recorded a loss of Rs. 185 million for the year before taxation and prior year adjust-
ments. As at the balance sheet date, the company's current liabilities exceed its current assets by
Rs.1.3 billion and funds generated from operations were not sufficient to cover financial obligations for
the year. These financial statements have been prepared on a going concern basis, the validity of which
is largely dependent on the ability of the company to generate enough funds to pay off its outstanding
financial obligations and finalise restructuring of its remaining long term loan (refer note 32.1 & 32.2).
b) the company had entered into an arrangement with the State Bank of Pakistan (SBP) for exchange
risk cover relating to repayment of foreign currency long term loans. Due to adverse financial position,
the company was unable to pay most of the installments of loans falling on the due dates (refer note
8) and the related forward cover fee. The company has however made provision for fee payable to SBP
including late payment penalties envisaged under the scheme (refer note 9.1 ). The company is currently
under negotiation with lenders for rescheduling of foreign currency loans, which will result in a revised
repayment schedule. The applicability of the exchange risk cover scheme on a revised repayment schedule
and on the current schedule given that most of the repayments under the original repayment schedule
have become overdue appears uncertain. Depending on the outcome of this matter, the foreign currency
long term loan balances might need to be restated to account for any changes, the quantification of
which is not possible under the present circumstances.
Place: Karachi Anjum Asim Shahid & Co.
Date: December 07, 1999 Chartered Accountants
BALANCE SHEET AS AT JUNE 30, 1999
Note 1999 1998
(Rupees '000)
CAPITAL AND LIABILITIES
Share Capital 2 954,371 954,371
Accumulated loss (467,603) (469,807)
------------------ ------------------
486,768 484,564
Redeemable capital 3 183,043 101,835
Long term loans 4 1,549,732 990,447
Liabilities against assets
subject to finance lease 5 -- 5,872
Deferred liabilities 6 143,057 102,315
Long term deposits 1,503 565
CURRENT LIABILITIES
Short term loans 7 347,748 240,602
Current maturities of redeemable capital, long term
loans and obligations under finance lease 8 631,815 874,620
Creditors, accrued & other liabilities 9 529,356 1,034,082
------------------ ------------------
1,508,919 2,149,304
Contingencies and commitments 10
------------------ ------------------
3,873,022 3,834,902
========== ==========
FIXED ASSETS -TANGIBLE
Operating fixed assets 11 3,471,638 3,446,851
Assets subject to finance lease 12 26,867 31,667
Capital work-in-progress 13 70 400
------------------ ------------------
3,498,375 3,478,918
Long term advances, deposits, prepayments
and deferred cost 14 90,583 71,708
CURRENT ASSETS
Stores, spares and loose tools 15 137,613 135,857
Stock in trade 16 29,893 42,861
Trade debtors 17 49,423 26,309
Advances, deposits, prepayments
and other receivables 18 36,198 37,704
Cash and bank balances 19 30,937 41,545
------------------ ------------------
284,064 284,276
------------------ ------------------
3,873,022 3,834,902
========== ==========
The annexed notes form an integral part of these accounts
Javed Ali Khan Malik Manzoor Hayat Noon
Chief Executive Chairman
PROFIT & LOSS ACCOUNT
FOR THE YEAR ENDED JUNE 30, 1999
Note 1999 1998
(Rupees '000)
Net sales revenue 20 932,111 1,029,988
Cost of goods sold 21 819,410 953,229
------------------ ------------------
Gross profit 112,701 76,759
Selling and administration expenses 22 66,712 66,542
------------------ ------------------
Operating profit 45,989 10,217
Other income 23 2,988 1,746
------------------ ------------------
48,977 11,963
Financial charges 24 221,384 236,767
Other charges 25 12,390 1,131
------------------ ------------------
Loss for the year (184,797) (225,935)
Prior years' adjustments 26 187,001 (4,777)
Taxation    27 -- --
------------------ ------------------
Profit / (loss) after taxation 2,204 (230,712)
Unappropriated profit / (loss) brought forward (469,807) (239,095)
------------------ ------------------
Accumulated loss carried forward (467,603) (469,807)
========== ==========
Earning per share (Before prior year adjustments) 28 (1.94) (2.37)
Earning per share (After prior year adjustments) 28 0.02 (2.42)
The annexed notes form an integral part of these accounts.
Javed Ali Khan Malik Manzoor Hayat Noon