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DEWAN SALMAN FIBRE LIMITED
Annual Report 1995-96
A
Joint Venture 
Of
MITSUBISHI CORPORATION DEWAN MUSHTAQ GROUP
JAPAN PAKISTAN
SAM YANG CORPORATION
KOREA
COMPANY INFORMATION
BOARD OF DIRECTORS
AKIRA YAMAMURA
Chairman
DEWAN ZIAUR REHMAN FAROOQUI
President / Chief Executive
DEWAN ASIM MUSHFIQ FAROOQUI
Managing Director
CHANG NAM KIM
DEWAN GHULAM MUSTAFA KHALID
DEWAN MOHAMMAD AYUB KHALID
DEWAN MOHAMMAD YOUSUF FAROOQUI
DEWAN ABDUL REHMAN FAROOQUI
YOON KIM (Alternate Director)
KOICHIRO YABUTA (Alternate Director)
HIROSHI KANAMORI (Alternate Director)
SHINSUKE FUJITA (Alternate Director)
HO-SIK KI (Alternate Director)
SECRETARY
TARIQ MOHAMMAD KHAN
AUDITORS
FARUQ ALl & COMPANY
CHARTERED ACCOUNTANTS
FEROZE SHARIF TARIQ & COMPANY
CHARTERED ACCOUNTANTS
LEGAL ADVISORS
KHALID ANWER & COMPANY
ADVOCATES
TAX ADVISORS
SHARIF & COMPANY
ADVOCATES
AUTHORISED CAPITAL
RS. 3,600 MILLION
FACTORY OFFICE
PLOT NO. 1, DEWAN FAROOQUE INDUSTRIAL PARK,
DISTRICT HARIPUR (N.W.F.P.)
HEAD OFFICE
DEWAN CENTRE,
3-A, LALAZAR,
BEACH HOTEL ROAD,
KARACHI-74000.
REGISTERED OFFICE
DEWAN CENTRE,
17, STREET-84,
SECTOR G-6/4, ISLAMABAD-44000.
BANKERS
ABN AMRİ BANK
AMERICAN EXPRESS BANK
BANK OF AMERICA
CITIBANK
HABIB BANK LTD.
MUSLIM COMMERCIAL BANK LTD.
SOCIETE GENERALE, THE FRENCH AND
INTERNATIONAL BANK
STANDARD CHARTERED BANK
NOTICE OF SEVENTH ANNUAL GENERAL MEETING
Notice is hereby given that the Seventh Annual General Meeting of DEWAN SALMAN FIBRE LIMITED
will be held on 22 December 1996 at 1.00 p.m. at Dewan Centre, 17, Street 84, Sector G-6/4,
Islamabad, to transact the following business:
ORDINARY BUSINESS:
1. Recitation from HOLY QURAN,
2. To read and confirm the minutes of the SIXTH ANNUAL GENERAL MEETING held on 31
January, 1996.
3. To receive, consider and adopt the annual audited accounts for the year ended 30 June
1996, together with the Directors' and Auditors' Report thereon,
4. To elect 8 Directors of the Company for a pried of three years. The number of Directors
to be elected is fixed by the Board of Directors in accordance with the provisions of Section
178 (I) of the Companies Ordinance, 1984. The following retiring directors are eligible for
re-election:
1. Mr. Akira Yamamura
2. Dewan Ziaur Rehman Farooqui
3. Mr. Chang Nam Kim
4. Dewan Ghulam Mustafa Khalid
5. Dewan Mohammad Ayub Kholid
6. Dewan Mohammad Yousuf Farooqui
7. Dewan Abdul Rehman Farooqui
8. Dewan Asim Mushfiq Farooqui
5. To approve the declaration of 10 % Cash Dividend
6. To appoint Auditors of the Company for the year ending 30 June 1997 and to fix their
remuneration.
SPECIAL BUSINESS:
7. To consider and approve short term loans and advances out of surplus funds available
with the Company to Dewan Textile Mills Limited and/or Dewan Khalid Textile Mills
Limited and/or Dewan Mushtaq Textile Mills Limited in compliance with the provisions
of Section 208 of the Companies Ordinance, 1984,
8. To transact any other business with the permission of the Chairman.
By Order of the Board
(TARIQ MOHAMMAD KHAN)
Company Secretary
NOTES:
1. The Shares Transfer Books of the Company will remain closed from 18 December 1996
  to 31 December 1996 (Both days inclusive).
2. A member entitled to attend, speak and vote at the meeting is entitled to appoint
  a proxy to attend, speak and vote for him/her (A proxy must be a member of the
  Company).
3. An instrument of proxy and a power of attorney or other authority (if any) under which
  it is signed or a notarilly certified copy of such power of attorney, in order to be valid
  must be deposited at the registered office of the Company not less than 48 hours
  before the time of the meeting.
4. Members are requested to notify any changes in their address immediately.
STATEMENT UNDER SECTION 160 OF THE COMPANIES ORDINANCE, 1984
This statement is annexed to the Notice of the Seventh Annual General Meeting of Dewan
Salman Fibre Limited to be held on 22 December 1996 and sets out material facts concerning
the Special Business to be transacted at the Meeting.
1. The Board of Directors considers to advance temporary short term financing to the
associated companies out of surplus funds available with the company, In this regard
following resolution is proposed to be passed, with or without modification, as a 'SPECIAL
RESOLUTION.'
"RESOLVED THAT THE PRESIDENT/CHIEF EXECUTIVE OF THE COMPANY BE AND IS HEREBY
AUTHORISED TO MAKE TEMPORARY SHORT TERM LOANS/ADVANCES TO THE FOLLOWING
ASSOCIATED COMPANIES UP TO MAXIMUM LIMIT OF RS. 50 MILLION AT THE MARK UP RATE
OF 1% ABOVE THE RATE ON WHICH THE COMPANY HAS MADE THE BORROWING.
- DEWAN TEXTILE MILLS LIMITED
- DEWAN KHALID TEXTILE MILLS LIMITED
- DEWAN MUSHTAQ TEXTILE MILLS LIMITED
THESE TEMPORARY LOANS/ADVANCES SHALL BE ADJUSTED AS AND'WHEN REQUIRED BY THE
COMPANY AND SHALL NOT EXCEED 12 MONTHS PERIOD.
DIRECTORS' REPORT
Your Directors take pleasure in presenting to you the Seventh Annual Report of the Company together
with the audited accounts for the-year ended on 30 June 1996.
Alhamdolillah, the results for the year under review are satisfactory considering the global crisis of the
Polyester Industry. The company has earned a consolidated Net Profit of Rs. 163.6 million. The highlights
of the accounts are as follows:
(Rs. in '000')
Unit I Unit II Consol-
idated
Gross Sales 3,575,993 3,066,327 6,642,320
Excise Duty 160,209 145,539 305,748
Depreciation 198,496 316,298 514,794
Gross Profit 388,048 278,086 666,134
Net Profit before Tax 135,082 60,021 195,103
Turn Over Tax 17,020 14,447 31,467
The above profits are from the first full year's operations of both Units of the Company. It was the most
turbulent year for Polyester industry around the world. We humbly and gratefully bow our heads before
Almighty Allah. the most Gracious and Merciful, who has enabled your Company with His incalculable
blessings and innumerable bounties to succeed in the most difficult crisis without much harm.
IF YE GIVE THANKS, I Will YOU GIVE YOU MORE (AL-QLIRAN)
Appropriation:
Your Directors are pleased to propose appropriation of profit in the following manner:-
(Rs. in '000')
Profit for the year 1995-96 163,636
Unappropriated profit brought forward 484,020
---------
Profit available for appropriation 647,656
=========
Appropriation
Cash dividend 121,272
General Reserves 400,000
Unappropriated Profit carried forward 126,384
---------
Total 647,656
=========
The Board would like to apprise its shareholders that as per the International Accounting Standards
(IAS) and in accordance with the provisions of the Companies Ordinance, 1984, it is allowed for o
company to incorporate exchange differences, arising in respect of foreign currency loans/bonds
issued for acquisition of its assets and against which there is no practical means of hedging, in the cost
of relevant assets up to the date of settlement/redemption of such loans/bonds. Based on this, your
Board decided to capitalize exchange loss occurred amounting to Rs. 153.4 million upto 30 June 1996.
The Board of Directors took decision for appropriation of the profit, keeping in view the track record of
Dewan Mushtaq Group under whose management, Alhamdolillah and with the blessings of Almighty
Allah, no group company has ever skipped dividend.
The Board also decided to apprise the valued Shareholders that how your Company suffered because
of volatile international market situation, victimisation of policy makers and other circumstances in
detail through this report.
Salient features of the accounts:
1. The total combined sales of the Company amounted to Rs. 6.4 billion as compared to Rs, 4.3 billion
last year, The increase in Sales is due to the start of commercial operation of Unit II,
2. The earning per share of the Company works out to Rs.1.35 per share which shows significant
decrease over prior years due to decreased margins.
3. The year under review was marked by volatile movements in the polyester sector. The raw material
price hike continued up to the end of first quarter of 1996 and broke all previous records due to
complete imbalance between demand and supply position.
4. Alhamdolillah, despite mitigating factors, your Company has been able to meet all its financial
obligations on time and from its own resources. Todate, seven instalments of long term foreign
currency loan have been paid on schedule. Further, three instalments of lease financing obtained
from AI Tawfeek Company for Investment Funds have been remitted as per Repayment Schedule,
In addition, interest amount on Euro Convertible Bonds are being remitted to the bondholders on
due dates.
Plant Operation:
The Board feels pleasure to report that, Alhamdolilloh, its Unit II, having production capacity of 56,000
tons per annum of Polyester Staple Fibre (PSF) has successfully completed its first full year of operations
and produced 44,324 tons of PSF. The product was well accepted by the buyers. Unit II has the
distinction to produce for the first time in Pakistan various deniers, lusters, lengths and cross sections
which your Company successfully introduced and provided domestic substitution of such specialised
products, The performance of Unit I also remained satisfactory, The production of 40,274 tons against
installed capacity of 52,500 tons is due to commercial reasons which are explained herein.
Year Under Review:
The year under review was one of the most turbulent year in the history of Polyester Industry in the world,
This was an experience and test of nerves for the management to cope up with the most difficult of
times with patience.
As reported in our last year's review, your plant faced major difficulty in procuring the raw materials,
particularly Pure Terephthalic Acid (PTA). Under the long term agreement with Mitsubishi Corporation,
Japan, they were supposed to supply PTA for the increased demand of your Company from Sam Nom
Petrochemicals Co., Ltd., South Korea whose second plant commenced production in November
1995 instead of announced schedule of June 1995 due to severe global shortage of its feedstock
Paraxylene. This led to considerable difficulty in obtaining PTA, due to which part of the requirement
was procured from the spot market and your Company had to also reduce its operational level. The
situation was further exacerbated by tremendous upsurge in the price of both main raw materials i.e.
PTA and MEG, These factors have resulted in a squeeze on the profit margins of your Company,
While raw material price touched its peak, it badly affected consumption of polyester fibre around the
world. At the same time, massive new capacities started coming into operation which further
aggravated the situation. This started the spate of dumping from large global manufacturers under
the lead of U.S. manufacturers whose domestic prices of PTA were much lower than the Asian market
and who took advantage of the circumstances of rising raw material cost and short supply and exerted
tremendous pressure on Asian market and significantly on Pakistani Polyester Industry. It was then the
turn of Far Eastern manufacturers who got desperate because of this situation and desperation added
with new capacities started commencing production. Pakistani market became dumping ground
and it was free for all situation. Under these circumstances, a leading Saudi company started their first
polyester plant and this new entrant also could not find any market in Pakistan for dumping their output.
Because of this dumping, the local Polyester Industry was unable to even sell their production
comfortably. This situation is amply reflected by the huge stocks that your Company was carrying as
of the close of balance sheet year.
DIRECTORS' REPORT
As the polyester market tumbled globally, the polyester companies started to dry their pipeline stocks
of raw materials which resulted in sudden panic decline in PTA prices followed by Paraxylene, It turned
out as a chaos for polyester and intermediate industry around the world, The new capacities of PTA
and Paraxylene manufacturing further contributed to this situation, However, during the third quarter
of this calendar year, market touched the bottom and stabilised a bit but sudden technical problems
in different PTA plants who were operating at optimal capacity without giving appropriate maintenance
time again created temporary shortfall during the fourth quarter. Since the huge capacity of
Paraxylene, PTA and Polyester is in various stages of implementation around the globe, therefore,
future scenario appears to be in favour of consumers,
Future Plans:
The Board of Directors is seriously considering new Investment opportunities and diversification of
business and would very soon announce the plan regarding its future business expansion and strategy.
Persistent discriminatory policies against the Company:
The frequent changes in policies of the government through budget, series of mini budgets and sudden
shocks of devaluation have resulted in additional sufferings to your Company.
As you are well aware, the primary reason for setting up the plant in NWFP was the availability of area-
specific incentives which, given the large capital outlay and the incremental operating costs arising
from the location, justified the project's feasibility. The overseas and Pakistani sponsors of the Company
sought comfort in the assurances that these incentives were provided legal cover under the
 'Protection of Economic Reforms Act, 1992'.
The Company was still contesting with the Government regarding 12.5% Sales Tax which was levied on
imported raw materials in 1992, only six months after its commercial operations, whereas imported raw
materials of Polyester Industry was exempt from Sales Tax since 1981
The Sales Tax was later increased to 15% In 1994, thereby removing the very reason for placing the plant
In the under developed area of NWFP.
Therefore, it came as a great shock when in the Budget 1995-96, the Federal Government once again
exclusively aiming at your Company, reduced the Sales Tax on finished product from 15% to 10% and
imposed Excise Duty of 6% on locally produced PSF, while retaining Sales Tax on import of its raw
materials at 15%. The imposition of Excise Duty on the sale of finished goods caused a direct erosion
of your Company's profitability, as it created an additional cost equal to 5% of total revenues. This step
of the Government was again taken at the behest of our competitors who instigated the Government
functionaries against your Company under the slogan of 'level playing field' and suggested the
innovative idea as to how to renege from the sovereign commitments.
This has not only washed out our incentive totally but it had also placed your Company in much adverse
situation as compared to other PSF manufacturers situated outside the exempt areas who were able
to claim refund of Sales Tax paid at input stage as input tax exceeded the output tax. Similarly, your
Company had to pay higher Excise Duty due to its higher base price as Excise Duty is calculated on
the basis of price per Kg. net of Sales Tax on finished goods, This fiscal measure resulted in a loss of
revenue of Rs. 89.4 million to your Company in addition to complete erosion of Sales Tax incentive. This
Is how the champions of 'fair play' and 'level playing field' managed to make the same playing field
unlevelled for your Company,
The Budget of 1996-97 delivered the final blow to your Company when the Sales Tax was imposed on
the Textile Industry. Prior to 1996-97 budget, your Company was issuing Invoices to its customers against
"exempt supply" i.e. customers could claim Sales Tax adjustment on the basis of such invoices,
However, the right was never exercised as the Textile Industry was exempt from the payment of Sales
Tax, In 1996-97 budget, sales tax has been levied on the sale of domestically produced textile products
Including yarn, This has created a requirement for the customers of your Company to request for a sales
tax paid invoice for their purchases.
At the same time Clause (iv) of Sub Section (2) of Section 7 of the Sales Tax Act, 1990 has been amended
in such a manner that a purchaser can no longer claim Sales Tax adjustment against an Invoice issued
as "exempt supply". Therefore, your Company was at a tremendous disadvantage as its invoices
could not be used by its customers to adjust their Sales Tax payments, Due to this glaring case of pre-
emptory discrimination, your Company was compelled to relinquish its right to Sales Tax exemption
against all norms of natural justice, equity, fair play and established doctrine of promissory estoppel.
It is evident from the aforementioned facts that your Company has been methodically persecuted
and placed into a tremendous disadvantage compared to other PSF players in the industry. Its area-
specific incentives have been systematically removed and it has been forced to pay Sales Tax in order
to be able to sell its output, In the first instance, it may seem that your Company is now at par with other
manufacturers, However, the things are divergent as your Company has to bear high additional costs
like transportation of row materials to factory which is about 1500 km from the port, freight cost of
finished product to customers which are located at a distance of 400 km and incremental salaries by
way of hardship allowance to highly trained technical staff. However, your Company is zealously
pursuing its case with the government and judicial courts in order to obtain its vested right with regard
to the area-specific incentive.
The Company is still continuing its efforts to convince the government to implement the Arbitration
Award given in its favour. Your Company has been sending distress signals to the Federal Government
on account of erosion of the level of exemption through the Government Notifications.
Need of Anti-Dumping Legislation:
Whenever new industrial capacity came on line in Pakistan. it has been followed up by a spate of
dumping of PSF from manufacturers to discourage future formation of capacity in order to safeguard
their interests in our market, The price of PSF in the international markets has been consistently higher
than the CNF prices being offered in Pakistan by such foreign suppliers, The disparity in prices clearly
reflect that international manufacturers are dumping their output in Pakistan at a significant discount
to global prices.
The unchecked and reckless spate of dumping of PSF is resulting in the ruination of PSF manufacturing
companies in the country. The damage is being caused due to lack of availability of an anti-dumping
legislation to arrest the activities of rogue exporters and apathy on the part of the Government to
understand the situation. So for, the industry has successfully tackled these issues but due to lack of
protective legislation available to safeguard the local industry, the dumping of PSF in the time of
recession all around the world in the PSF Industry has delivered a damaging blow to the local PSF
Industry.
The Government should immediately formulate anti-dumping laws, as is a normal practice in various
countries, to stop this monster of dumping from devouring the entire PSF Industry and to protect
domestic PSF manufacturers from being completely wiped out by global players. However, in the
interim, additional protective duty should be imposed on imported PSF while the anti-dumping
legislation is being developed.
Preferential Treatment to Gadoon Industries is supporting Foreign Suppliers:
The regulations covering Gadoon Amazai Industrial Estate allow the spinners to import raw materials
including PSF with a 2,5% concession from all import levies. This industrial estate was established at a time
when there was a shortage of domestic PSF capacity and imports were used to bridge the gap
between the total demand and supply of PSF. Pakistan has now reached self-sufficiency in the
production of PSF. However, the manufacturers in this industrial estate are not using domestic PSF as
it is very expensive compared to the imported PSF due to the concession available to them. The
spinners in this industrial estate import over 15,000 tons per annum of PSF. In view of the increased
capacity coming on stream soon, there will be tremendous over-supply of PSF and, therefore, it is
suggested that the Government while retaining the benefits of Gadoon Amazoi Industrial Estate,
should allow the spinners to procure PSF from the local market on similar terms so as to bring local PSF
at par with imported PSF, as the current measures tantamount to serving and protecting the overseas
PSF producers and their exports into our country.
Future Prospects:-
It is expected that Polyester Industry will see comparatively greater stability as compared to complete
chaos last year. Uncertainty in raw materials supply and cost will stabilise to some extent. However, the
economy as well as the Polyester Industry has yet to come out from the clouds of uncertainty. We have
already seen over 12% devaluation of Pak Rupee against US Dollar during current fiscal year and there
are continuous rumours of further devaluation. Ever-rising inflation, constant increase in fuel, power
charges and borrowing cost and increase in excise duty on telecommunication services are adversely
affecting the margins.
Only the strong companies will be able to stand up to the challenge whilst weak companies having
inferior and deficient technology will suffer more. Your Company will have to make extraordinary
efforts to encounter diverse difficulties which are of commercial nature as well as unethical movements
of competitors and undue pressures from the Textile lobby, Apart from this, another challenge would
arise from the over-supply situation when the new PSF capacities will commence operations. However,
in spite of these odds, we are still confident that we will be able to face the challenges courageously,
as we have unwavering faith and belief in Almighty Allah's blessings, support and guidance.
Alhamdolillah, your Company having sound potential will, Inshallah, emerge successful in this evolving
scenario.
New Textile Package:
The caretaker Government has announced on 23 November 1996 a new Textile Package in which
certain steps have been token regarding Textile and Polyester Industry in order to put them back on
track. However, the policy is aimed primarily at providing boost to the Textile Industry and stops short
from addressing the issues faced by the Polyester Industry.
The Government has announced removal of Regulatory Duty of 10% levied on imports of PTA and MEG
while at the same time, protective duty on imported PSF has been reduced from 15% to 5% besides
Excise Duty of 5% levied on local sales of PSF has also been removed, a notification for which is
expected to be issued very soon. There is no net effect on the existing protection level of Polyester
Industry as the impact of removal of Regulatory Duty on raw materials and Excise Duty on finished
product as been nullified by reduction of Regulatory Duty on imported PSF.
The Polyester Industry boast of second highest investment in the county after power projects. The major
ailment of Textile Industry is consecutive cotton crop failures, the Polyester Industry has supported
Textile Industry by providing an alternate source of cheap raw material i.e. PSF. The local price of PSF
has always been pegged below that of imported PSF; and at no time, Polyester Industry tried to take
advantage of higher prices in the international market; even during the last year due to upsurge in
global PSF market, local PSF manufacturers maintained their prices at 15-20% lower level- a fact which
Textile Industry cannot deny.
The misinformation has been generally spread that profits made by the domestic Polyester Industry
have been at the expense of Textile manufacturers. However, this is completely untrue and it is
incorrect to assume that the profits of one sector have come from those of another. The fact remains
that during the successive cotton crop failures of 1992-95, it was the presence of this large domestic
capacity of PSF that averted a complete disaster for the Textile Industry by consistently making PSF
available at a discount compared with imported PSF. Usage of PSF by the Textile Industry also
generated valuable foreign exchange by increasing exports. In fact, the domestic Polyester Industry
has made very significant contributions to the country and most of the benefits that have accrued from
the growth in PSF usage have to the Textile industry.
It is imperative that the protective duty differential between imported PSF and its main raw materials
should be maintained at minimum 15% to recognise unique Pakistani cost (lack of infrastructure, high
interest rates, fuel and energy cost, etc.), the capital-intensive nature of this industry and adding up of
new capacities. Soon, the new capacities of Ibrahim Fibre. ICI Expansion and full capacity of Dhan
Fibres shall also come on stream, thus increasing the local production of PSF available for 1997 to
389,500 tons against the expected demand of 220,000 tons.
Note of Thanks:
The Board puts on record its gratitude to its valued shareholders, federal and provincial government
functionaries, banks, development financial institutions and customers of Salsabil, whose cooperation,
unwavering support and patronage have enabled the Company to achieve the desired results.
The Board also express its thanks for the valuable services, loyalty and laudable efforts rendered by
the executives, staff members and workers of the Company, during the year under review, and wishes
to place on record its appreciation for the same.
Auditors:
The Auditors of your Company M/s. Faruq Ali and Company, Chartered Accountants, and Messers
Feroze Sharif Tariq and Company, Chartered Accountants, retire and offer their services for re-
appointment for the ensuing year on the same remuneration.
Conclusion:
In conclusion, we bow, beg and pray to Almighty Allah, Rahman-e-Rahim, in the name of our beloved
prophet, Muhammed, peace be upon him, for continued showering of His Blessings, Guidance,
Strength, Health and Prosperity on us, our Company, Country and Nation; and also pray to Almighty
Allah to bestow peace, harmony, brotherhood and unity in true Islamic spirit to the whole of Muslim
Ummah, Ameen, Summa-Ameen.
LO-MY LORD IS INDEED HEARER OF PRAYER (HOLY QURAN)
For and on behalf of the Board of Directors
DEWAN ZIAUR REHMAN FAROOQUI
President / Chief Executive
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed Balance Sheet of Dewan Salmon Fibre Limited, as at 30 June,
1996 and the related Profit and Loss Account and Cash Flow Statement together with the notes
forming part thereof, for the year then ended and we state that we have obtained all the
information and explanations which to the best of our knowledge and belief were necessary
for the purpose of our audit and after due verification thereof, we report that:
(a) in our opinion, proper books of account have been kept by the Company as required
by the Companies Ordinance, 1984;
(b) in our opinion:
(i) the Balance Sheet and Profit and Loss Account together with the notes thereon
have been drawn up in conformity with the Companies Ordinance, 1984 and
are in agreement with the books of account and are further in accordance
with accounting policies consistently applied, except for the change as stated
in note 2.7 with which we concur;
(ii) the expenditure incurred during the year was for the purpose of the Company's
  business; and