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Dewan Salman Fibre Limited
(Annual Report 1996-97)
(A JOINT VENTURE OF: Mitsubishi Corp. Japan, Dewan Mushtaq Group, Pakistan, Sam Yang Corp. Korea)
CONTENTS
Company Information
Notice of Meeting
Directors' Report
Auditors' Report 
Balance Sheet
Profit and Loss Account
Cash Flow Statement
Notes to the Accounts
Summary of Differences between IAS, UK GAAP and US GAAP
Pattern of Share Holding
COMPANY INFORMATION
BOARD OF DIRECTORS
AKIRA YAMAMURA Chairman
DEWAN ZlAUR REHMAN FAROOQI President / Chief Executive
DEWAN ASlM MUSHFIQ FAROOQUl Managing Director
CHANG NAM KIM
DEWAN GHULAM MUSTAFA KHALID
DEWAN MOHAMMED YOUSUF FAROOQUI
DEWAN MOHAMMAD AYUB KHALID
DEWAN ABDUL REHMAN FAROOQUI
YOON KIM (Alternate Director)
KOICHIRO YABUTA (Alternate Director)
HIROYUKI AOKI (Alternate Director)
HO-SIK KI (Alternate Director)
AUDITORS
FARUQ ALl & COMPANY CHARTERED ACCOUNTANTS
FEROZE SHARIF TARIQ & COMPANY CHARTERED ACCOUNTANTS
SECRETARY
TARIQ MOHAMMAD KHAN
LEGAL ADVISORS
KHALID ANWER & COMPANY ADVOCATES
TAX ADVISORS
SHARIF & COMPANY ADVOCATES
FACTORY OFFICE
PLOT NO. 1, DEWAN FAROOQUE INDUSTRIAL PARK,
DISTRICT HARIPUR (N.W.F.P.)
HEAD OFFICE
DEWAN CENTRE,
S-A, LALAZAR,
BEACH HOTEL ROAD,
KARACHI-74000.
REGISTERED OFFICE
DEWAN CENTRE,
17, STREET-84,
SECTOR G-6/4, ISLAMABAD-44000.
BANKERS
ABN AMRO BANK
AMERICAN EXPRESS BANK
BANK OF AMERICA
CITIBANK
FAYSAL BANK LIMITED
HABIB BANK LTD.
MUSLIM COMMERCIAL BANK LTD.
SOCIETE GENERALE, THE FRENCH AND INTERNATIONAL BANK
STANDARD CHARTERED BANK
NOTICE OF EIGHTH ANNUAL GENERAL MEETING
Notice is hereby given that the Eighth Annual General Meeting of DEWAN SALMAN FIBRE LIMITED
will be held on 26 February 1998 at 3.00 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.
December, 1996
3. To receive, consider and adopt the annual audited accounts for the year ended 30 June
1997, together with the Directors' and Auditors' Report thereon.
4. To approve the declaration of 7.5% Cash Dividend and issuance of Bonus Shares at the
  rate of 15%.
5. To appoint Auditors of the Company for the year ending 30 June 1998 and to fix their
remuneration.
SPECIAL BUSINESS:
6. To consider and approve alteration in Memorandum of Association.
7. To consider, approve and authorise the President/Chief Executive of the Company
to finalise various contracts required for implementing the Poly-Acrylonitrile plant to
produce Acylic Staple Fibre and Tow.
8. To consider authorisation to the Board of Directors of the Company for making
necessary financing arrangements up to the extent of US$ 45 million for financing the
Poly-Acrylonitrile plant to produce Acrylic Staple Fibre and Tow, to be raised through
various means of financing both in local and foreign currency and to authorise them
to negotiate, finalise and sign contracts, deeds and any other documents in this
respect after taking approval by way of unanimous resolution passed in a meeting
of Board of Directors convened in accordance with the Articles of Association of the
Company.
9. To consider and authorise the Board of Directors to make necessary plans to expand
the Company's Polyester products manufacturing facilities and recommend that the
Board of Directors be authorised to negotiate, finalise and sign machinery contracts
for the most economical capacity and to explore, negotiate and finalise efficient
means of financing for such expansion plans after taking approval by way of unanimous
resolution passed in a meeting of Board of of Directors convened in accordance with
the Articles of Association of the Company.
10. 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.
11. To transact any other business with permission of the Chair.
By Order of the Board
Date: 04 February 1998 (TARIQ MOHAMMAD KHAN)
Place: Karachi Company Secretary
NOTES:
1. The Shares Transfer Books of the Company will remain closed from 18 February 1998
to 28 February 1998 (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 is attached with the
  Annual Report circulated to the members of the Company"
STATEMENT UNDER SECTION 160 OF THE COMPANIES
ORDINANCE, 1984
This statement is annexed to the Notice of the Eighth Annual General Meeting of Dewan Salman
Fibre Limited (hereinafter referred to as DSFL) to be held on 26 February 1998 and sets out material
facts concerning the Special Business to be transacted at the Meeting.
1. Establishment of Poly-Acrylonitrile plant to produce Acrylic Staple Fibre and Tow:
The Management is pleased to announce that the company is at an advanced stage
in establishing an Acrylic Fibre and Tow Plant of 55,000 tons per annum, with 25,000 tons
in the first phase and 30,000 tons in the second phase, at a total capital cost of approximately
US$ 100 million. The Capital Cost for first phase is estimated at USS 45 million. The negotiations
for the first phase have been completed and the Management Es now fast approaching
financial close, thereby necessary Letters of Credit for setting up of this project shall be
opened. It is expected that the first phase will commence commercial operations in the
first quarter of the year 1999. The drafts of Commercial and Technical Contracts have
been negotiated and agreed in principal. The construction work of the project shall start
very soon. Shipments of plant and machinery will commence from the month of May 1998.
The work on second phase of 30,000 tons capacity with capital cost of approximately
USS 55 million shall commence in 1999 and expected to be completed by the year 2001.
Currently, the domestic demand of Acrylic Fibre and Tow is estimated at about 30,000
to 35,000 tons per annum which is being met through costly imports. With the local
production of Acrylic Fibre and Tow, the cotton spinning, worsted spinning, weaving,
knitting, carpet, blanket and quilt manufacturing industry of Country will further benefit
from widening of the raw material availability, diversification and increase of exportable
value-added textile products. Similar expansion and diversification have been witnessed
since the commencement of local production of Polyester Fibre.
None of the Directors of DSFL have any vested or non-vested interest, whether directly
or indirectly, in the proposed new business except that they are the Directors and
Shareholders of DSFL. However, Mitsubishi Corporation, one of the major share holders of
the Company, are one of the largest player in Acrylonitrile business (the basic raw material
used in the production of Acrylic Fibre and Tow) may offer its services for supply of raw
material and marketing of finished product of new business but the decision in this respect
shall be taken by the Board of Directors of the Company at arms length basis on most
competitive terms and conditions. Mr. Akira Yamamura is the nominee director of Mitsubishi
Corporation.
In this respect, approval is sought from the shareholders for the following:
a) Alteration in Memorandum of Association
b) Execution of Contracts
c) Financing of the Project
a) Alteration in Memorandum of Association:
In order to enable the Company to proceed with implementation of its plan to set
up the Poly-Acrylonitrile plant to produce Acrylic Staple Fibre and Tow in combination
with Polyester Products more conveniently and advantageously, it is proposed to
insert new sub-clauses in the Object Clause of Memorandum of Association under
the provisions of Section 21 (1)(d) of the Companies Ordinance, 1984.
For the said purpose it is intended to pass following resolution, with or without
modification, as a "Special Resolution".
"Resolved that the following new sub-clauses be added as 53 & 54 after existing
sub-clause 52 in the Object Clause of the Memorandum of Association".
"(53) to buy, sell, manufacture, produce, import, export, manipulate, refine, process,
supply and deal in, all kinds of Poly-Acrylonitrile products including Acrylic Staple
Fibre and Tow in Pakistan or in any part of the world and either as principal or
otherwise and either alone or in conjunction with others, and whether by or through
agents, sub-contractors, or otherwise, all substances, machinery, apparatus, equipment
and things capable of being used in the business of Poly-Acrylonitrile products".
"(54) to own, purchase, acquire, build, erect, install, establish, hire on lease, operate,
use, manage, repair, maintain and dispose of factories, machinery, plants, laboratories,
equipment, apparatus and other facilities for the manufacturing, storage, sale and
distribution of Poly-Acrylonitrile products including Acrylic Staple Fibre and Tow, etc".
"Further resolved that after insertion of new clauses the existing sub-clauses of Object
Clause be re-numbered accordingly".
b) Execution of contracts
In order to purchase the plant and machinery, approval of the shareholders is sought
to consider and authorise the President / Chief Executive of the Company to
negotiate, finalise, seal and sign various contracts such as Contract for Supply of
Plant and Machinery, Technical Know-How and Supervision, Civil Works and other
contracts related to setting up of Poly-Acrylonitrile plant to produce Acrylic Staple
Fibre and Tow and pass the following special resolution with, or without modification:
"Resolved that the president / Chief Executive of the Company be and is hereby
authorised to negotiate with the machinery suppliers and other contractors and to
execute various contracts such as Contract for Supply of Plant and Machinery,
Technical Know-How and Supervision, Civil Works and other contracts, on behalf
of the Company, as deemed appropriate by him for the establishment of Poly-
Acrylanitrile plant to produce Acrylic Staple Fibre and Tow".
c) Financing of the project
The Company will need substantial foreign and local currency funds amounting to
approximately USS 45 Million, in order to meet the cost of plant and machinery,
erection of machinery, construction of building, etc. for the first phase of the Poly-
Acrylonitrile plant to produce Acrylic Staple Fibre and Tow. the Management has
been considering various financing options in order to minimise the burden on the
Company and to make the project economical and competitive. Among various
financing options being considered by the management of the Company include
Suppliers Credit, Lease Financing, Medium Term Financing, Term Finance Certificates,
Bonds, etc. The foreign currency financing may be available at an interest rate
ranging between 3 to 5 percent over and above prevailing LIBOR (London Inter Bank
Offering Rate). Whereas the local currency funds may be available at a mark-up
rate ranging between 17% to 20% per annum. The financing for the project would
be secured by creating charge on the assets of the Company.
For the said purpose it is intended to pass following resolution, with or without
modification, as a "Special Resolution".
"Resolved that for the purpose of financing the establishment of the Poly-Acrylonitrile
plant to produce Acrylic Staple Fibre and Tow, the Board of Directors of the Company
be and is hereby authorised to obtain foreign and local currency financing on such
terms and conditions as the Board of Directors of the Company may approve by
way of unanimous resolution in accordance with the provisions of Articles of Association
of the Company. including the proportion of local and foreign currency loans in the
total borrowing".
"Further resolved that the Board of Directors of the Company be and is hereby
authorised to negotiate, finalise and sign contracts, deeds and any other documents
in this behalf".
2. Expansion in Polyester Products Manufacturing Facilities:
The demand for polyester staple fibre (PSF) is showing rapid growth due to various reasons
such as shortage of cotton, increased export of blended yarn and fabrics and easy
availability of PSF due to sufficient local production and competitive prices of PSF as
compared to cotton. The consumption of PSF increased from 158,000 tons in 1995 to 310,000
tons in 1997 and expected to reach 350,000 tons by the end of 1998. It is estimated that
the entire existing capacity to produce PSF will be consumed by the mid of year 1999
and there may be room for expansion in the existing capacities in order to fulfill the local
demand of PSF.
In order to attain the lead position and after closely monitoring the prevailing situation
of local as well as international Polyester industry, the Management of the Company has
decided to further expand its existing facilities to manufacture polyester products. In order
to make the project feasible and viable, the Management is striving hard to make a best
deal for procurement of Plant & Machinery and its financing at most competitive terms
and costs. The management is exercising various options of project configurations and
capacity and will decide the most appropriate configuration and size of the plant, ranging
from 300-450 tons per day of polymerisation capacity.
None of the Directors of DSFL have any vested or non-vested interest, whether directly
or indirectly, in the proposed new business except that they are the Directors & Shareholders
of DSFL. However, Mitsubishi Corporation, one of the major share holders of the company,
having a long term agreement for supply of raw material used in the production of
Polyester Products may offer its services for supply of raw material and marketing of
finished product of new business as well as they may have interest in supply of Plant and
Machinery but the decision in this respect shall be taken by the Board of Directors of the
Company at arms length basis on most competitive terms and conditions. The Sam Yang
Corporation, also one of the major share holders of the company may also have interest
in supply of Plant, Machinery, Stores, Spares, Catalysts and Finish Agent for the new
business but the decision in this respect shall be taken by the Board of Directors of
the Company at arms length basis on most competitive terms and conditions.
Mr. Akira Yamamura and Mr. Chang Nam Kim are the nominee directors of Mitsubishi
Corporation and Sam Yang Corporation respectively.
For the said purpose it is intended to pass following resolution, with or without modification,
as a "Special Resolution".
"Resolved that the Board of Directors of the Company be and is hereby authorised to make
necessary plans to expand the Company's Polyester Products Manufacturing Facilities".
"Further resolved that the Board of Directors be and is hereby authorised to negotiate,
finalise and sign machinery contract(s) for most economical configuration and capacity
and in the manner as the Board of Directors may approve by way of unanimous resolution
in accordance with the provisions of Articles of Association of the Company for expansion
of Company's Polyester Products Manufacturing Facilities".
"Further resolved that for the purpose of financing the expansion of Company's Polyester
Products Manufacturing Facilities, the Board of Directors of the company be and is hereby
authorised to explore, negotiate and finalise financing on such terms and conditions as
the Board of Directors of the Company may approve by way of unanimous resolution in
accordance with the provisions of Articles of Association of the Company, including the
proportion of local and foreign currency loans in the total borrowing".
"Further resolved that the Board of Directors of the company be and is hereby authorised
to negotiate, finalise and sign contracts, deeds and any other documents in this behalf".
3. Investments in Associated Companies
The Board of Directors considers to advance temporary short term financing to the
associated companies out of surplus funds available with the Company. Details of such
financing are given below:-
(i) Name of Borrower Company and -- Dewan Textile Mills Limited
associated undertaking together Rupees Fifty Million only
with the amount of loan and -- Dewan Khalid Textile Mills Limited
advance. Rupees Fifty Million only
-- Dewan Mushtaq Textile Mills Limited
Rupees Fifty Million only
(ii) Rate of interest to be charged -- 1% above the rate on which the Lending
on each loan and advance Company has obtained its own borrowing.
together with the particulars of
collateral security to be obtained -- No security is considered necessary as
from borrower. all the companies are under common
management control.
(iii) Period for which these loans and -- Twelve Months
advances will be made
(iv) The terms of repayment or any -- The loans and Advances are adjustable
other terms of loans and advances. within a period of twelve months or as
and when required by the Lending
Company, whichever is earlier.
v) Purpose of loans and advances -- The purpose of loans and advances is
to meet any immediate requirement of
working capital of the Borrowing
Company.
(vi) Benefits likely to accrue to the -- The Investing Company and its
Company and its shareholders shareholderswill be benefited in a manner
from loans and advances. that their investment will fetch a return
of one percent over and above the
mark up rate at which the Investing
Company has borrowed. Further, the
surplus funds will not remain idle and will
be invested in the most efficient manner
whereby the Investing Company not
only getting good returns but the funds
will also remain at the disposal of the
Investing Company as such loans and
advances are repayable on demand.
In this regard following resolution is proposed to be passed, with or without modification
as a "SPECIAL RESOLUTION".
"resolved that the Board of Directors 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 each at the mark up rate of 1% above the rate on which
the Company has obtained the borrowing.
m 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 Eighth Annual Report of the Company together
with the audited accounts for the year ended on 30 June 1997.
Alhamdolillah, the results for the year under review are satisfactory considering the global crisis of the
Synthetic industry. The company has earned a consolidated Net Profit of Rs.350.262 million. The
highlights of the Accounts are as follows:
(Rs. in '000')
Unit I Unit II Consolidated
Gross Sales 3,472,619 3,844,643 7,317,262
Excise Duty 65,374 76,588 141,962
Sales Tax - net 134,013 145,696 279,707
Depreciation 178,798 323,627 502,425
Gross Profit 545,862 278,004 823,866
Net Profit 279,642 70,620 350,262
We humbly and gratefully bow our heads before Almighty Allah, the most Gracious and Merciful, who
has rewarded and blessed Your Company with His innumerable bounties in the difficult times.
IF YE GIVE THANKS, I WILL GIVE YOU MORE (AL-QURAN)
Appropriations:
Your Directors are pleased to propose appropriation of profit in the following manner:--
(Rs. in '000')
-- Profit for the year 1996-97 350,262
-- Unappropriated profit brought forward 126,384
----------
Profit available for appropriation 476,646
==========
Appropriations
-- Cash dividend @ 7.5% 90,954
-- Reserve for Proposed Issue of Bonus Shares @ 15% 181,908
-- Unappropriated Profit carried forward 203,784
----------
Total 476,646
==========
The Board of Directors took decision for appropriation of the profit keeping in view the expectations
of the shareholders from Dewan Mushtaq Group, cash position of the company, burden of debt
servicing and future plans i.e. upcoming Acrylic and Polyester projects.
The Board also decided to apprise the valued shareholders current status and future of local
as well as international polyester industry, pressure from textile lobby and other prevalent
situation of synthetic industry in detail through this report.
Salient features of the Accounts:
1. The total combined gross sales of the Company amounted to Rs. 7.3 billion as compared
to Rs. 6.6 billion last year. The increase in sales is attributed to higher volume of sales quantity.
2. The earning per share of the Company works out to Rs. 2.89 which shows considerable
improvement over last years EPS which was Rs. 1.61.
3. During the year exchange differences amounted to Rs. 201.07 million arising in respect of
US$ denominated Convertible Bonds issued for the acquisition of assets have been incorporated
in the cost of relevant assets.
4. The reviewing year was a bit stable as compared to volatile movements last year. The
financial results of the year are attributed to the sound management policy, improving
efficiencies, customer oriented marketing, effective cost controls, prudent raw material
procurement policy, constructive efforts of dedicated manpower with participatory management,
and above all due to the immense blessings of Almighty Allah, Rehman-o-Rahim. Although
the prices of PTA showed downward trend but on the other hand prices of MEG touched
new heights. The selling price remained under pressure due to excess domestic capacity
and severe international competition in absence of adequate protection against dumping
by Far Eastern manufacturers.
5. The Company was paying minimum tax liability @ 0.5% of turnover under Section 80 (D) of
the Income Tax Ordinance, 1979 under protest and filed a writ petition with Peshawar High
Court against this provision of the Income Tax Ordinance, 1979. The decision on this petition
is still pending with the Honourable Court. Howe9er, the Honourable Supreme Court of
Pakistan vide order No. C.A. No. 307/95(80-D) dated 4th June 1997 has decided on identical
petitions that those companies which are enjoying certain exemptions from levy of Income
Tax are also excluded from the ambit of Section 80(D) of the Income Tax Ordinance, 1979.
Accordingly, no provision for turn over tax has been made in these accounts for the year
ended 30 June 1997 whereas refund applications have been filed with the tax authorities
for payments of turn over tax made in respect of prior years.
6. Alhamdolillah, your Company has been able to meet all its financial obligations on time
and from its own resources. To date nine instalments out of fourteen of long term foreign
currency loan obtained in 1990 from Mitsubishi Corporation, Tokyo have been paid on
schedule. Further, five instalments out of twelve of lease financing obtained in 1994 from
AI Tawfeek Company for Investment Funds, Jeddah have also been remitted as per repayment
schedule. In addition, interests on Euro Convertible Bonds are being remitted to the bondholders
on due dates.
Systematic withdrawal of area-specific incentive:
As reported to you in last year's Annual Report, your Company has been continuously contesting
in the Courts of Law against withdrawal of the promised area-specific incentives by way of
tempering with tariff and fiscal regime which has resulted in adversely affecting the margins.
Future Plans
After considering various new investment opportunities and diversification of business, the Board
of Directors is pleased to announce the plans regarding its future business expansion and strategy
as follows:
Acrylic Fibre Project: