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PIONEER CEMENT LIMITED
ANNUAL REVIEW 1997
Contents
Corporate Information
Notice of Meeting
Chairman s Review and Directors Report
Pattern of Shares Holding
Auditors Report
Balance Sheet
Profit and Loss Account
Statement of Changes in Financial Position
Notes to the Statement of Changes in Financial Position
Notes to the Accounts
Form of Proxy
Corporate Information
BOARD OF DIRECTORS
Malik Manzoor Hayat Noon (Chairman)
Javed Ali Khan (Chief Executive)
K. Iqbal Talib
Mohammad Artwar Mir
Dr. Parvez Hassan
Lt. Col. (R) M. Bashir Ahmed
Soren Iversen (FLS)
G. M. Z. Khan (ADB)
Khalid A.Tanwri (NDFC)
Rauf Baksh Kadri (BE)
MANAGEMENT
Javed Ali Khan Chief Executive
Usman Masud Khan Director Coordination
Badruddin Fakhri Director Finance
1.H. Shamsi Financial Advisor
Talat Saeed Khan General Manager Marketing
Javed Ellahi General Manager Works
Nurul lbad Deputy General Manager
SECRETARY
Syed Anwar Ali
AUDITORS
Anjum Asim Shahid & Company, Chartered Accountants
LEGAL ADVISERS
Hassan & Hassan (Advocates)
BANKERS
Bank A1-Habib
Habib Bank Limited
Citi Bank
Habib Bank AG Zurich
National Bank of Pakistan
National Development Finance Corporation
Standard Chartered Bank
United Bank Limited
Muslim Commercial Bank Ltd.
Crescent Investment Bank Ltd.
REGISTERED OFFICE
1st Floor, Alfalah Building, Shahtab-e- Quaid-e-Azam, Lahore.
SHARES DEPARTMENT
Registrars:
Ford, Rhodes, Robson, Morrow,
12-A, First Floor, Writers Chamber,
Mumtaz Hassan Road, Karachi.
Ph: 2427497.
KARACHI OFFICE
Lakson Square, Building No. 3, Satwar Shaheed Road, Karachi. Ph: 5685052-4.
SALES OFFICES
Lahore Office:
30-Baber Block, New Garden Town.
Telephone No: 5867270-71
Faisalabad Office:
103-C, Peoples Colony.
Telephone No: 710051
Sargodha Office:
66/9 Civil lines, Kutchery Road,
Sargodha. Telephone No: 724003
Factory
Chenki, District Khushab. Telephone No: 0454-720832
Notice of Annual General Meeting
Notice is hereby given that the 11 th Annual General Meeting of the Members of Pioneer Cement Limited will be
held at 66-67 Garden Block, New Garden Town, Lahore on Wednesday tile 31st December, 1997 at 11.00 a.m
to transact the following business.
1. To confirm the minutes of the Annual General Meeting held on 31 st December, 1996.
2. To receive, consider and adopt the audited accounts for the year ended 30th June, 1997 and reports of the
directors and the auditors thereon.
3. To appoint auditors for the ensuing period and fix their remunerations.
4. To transact any other business as may be placed before the meeting with permission of the Chairman.
Notes:
i) The share transfer books of the Company shall remain closed on 30th December, 1997 and 31st
December, 1997.
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.
iii) The members are requested to notify change in their address, if any, to the Company s Registrars, i.e.
M/s. Ford, Rhodes, Robson, Morrow, 12-A, First Floor, Writers Chambers, Mumtaz Hasan Road, Karachi.
Chairman s Review & Directors Report
It gives me great pleasure to present the annual report and the audited accounts of the Company for the financial
year ended on 30th June 1997 on behalf of the Board of Directors.
General
The year under review was a difficult year for the nation as the economy was characterised by low output,
inflationary pressures, stagnation in exports, continued budget deficit of the government, decline in investment
and balance of payment difficulties. The GDP growth of 4.6% achieved in the preceding year could not be
sustained and declined to 3.1%. If the population growth rate is taken into account, the rate of growth in GDP is
very nominal and did not bring any improvement in per capita income. The sharp decline in GDP growth rate
occurred mainly due to decline in agricultural and industrial production. The output of all the major agricultural
crops declined by 4.5%. Cotton output alone declined by 11.5% and that of sugar cane and wheat by 7.2% and
1.5% respectively. Similarly, output in large scale manufacturing sector declined by 1.4% while exports declined
by 2.7%. The level of imports also declined by 5% due to slowing down of economy. The investment activity in
the private sector did not pick up as was expected with the change of a new elected government in February
1997. The stock exchange also remained depressed most of the year and the Karachi Stock Exchange index
came down from 1677 in July 1996 to 1566 on 30th June 1997. The continued budgetary gap induced the
government to curtail its development programmes which drastically affected the cement sector. The per capita
consumption of cement in Pakistan continues to remain low at 70 kg as against 144 kg in 40 other countries
with a similar per capita income.
Production
The Company was able to produce clinker amounting to 649,354 tons as against 634,823 tons in the preceding
year. The cement production however, increased marginally to 688,109 tons as against 687,458 tons in the
preceding year. During the year under review, the plant operation remained satisfactory and it operated at a
capacity of 108%.
1996-97 1995-96 Increase
(Tons) (Tons) (Tons)
Clinker Production 649,354 634,823 14,531
Cement Production 688,109 687,458 651
Capacity Utilisation 108% 106% 2%
Sales
Due to slow down of economic activity and the increase in the supply of cement, the prices of cement remained
under pressure throughout the year. It came down from R8.3,900/- per ton in July 1996 to as low as Rs.3,140/- per
ton in June 1997. The Company was however, able to maintain its market share and sold 678,528 tons as against
679,891 tons in the preceding year. The nominal drop in sales volume was mainly due to holding of general elections
unexpectedly in February 1997 which caused uncertainty and dampened the investment climate to a great extent.
Sulphate Resistant Cement
During the year under review, the company was able to launch Sulphate Resistant Cement (SRC) in the market in
the month of March 1997. The initial response to SRC by the general consumers has been quite encouraging and
the product leeds aggressive marketing to bring a change in consumer s preferences. The problem of salinity in
Punjab can I be overcome by the extensive use of SRC. PCL is the only company who has launched SRC in Punjab
and SRC will no longer be transported from South. The company intends to maximise its revenues through
increased sale of SRC.
Production Cost
The cement industry continued to remain a milking cow for the government in its efforts to maximise its revenues.
The industry remains the most heavily taxed industry in the whole Asian region. Fuel Oil, Electricity and Paper
Bags are the three main components which constitutes nearly 64% of production cost of your company. Persistent
devaluation of rupee during the year resulted in increasing the prices of these three inputs exorbitantly as
explained below:
Furnace Oil
As against average landed price of Rs.3,488 recorded during 1995-96, the average landed price escalated to
Rs.5,903 per ton, inflating cost of production from Rs.269 per ton to Rs.454 per ton with additional impact as high
as Rs. 127 million on the cost of production.
Electricity
Electricity tariff also escalated heavily in as much as average rate/kwh increased from Rs.2.51/kwh to
Rs.3.76/kwh. Cost of production went up from Rs.274 per ton to Rs.389 per ton. The management was however
able to save on electricity consumption from 107.20 kwh per ton to 103.50 kwh per ton resulting a saving of Rs.
13.91 kwh per ton. The cost of production went up by Rs. 91 million during 1996-97 on account of increase in
power tariff inspire of saving of Rs.7 million achieved in electricity consumption.
Packing Material
The average price of packing material increased from Rs. 11.57 per bag to Rs.13.06 per bag, inflating cost of sales
from Rs.233 per ton to Rs.264 per ton with annual impact of Rs.20 million.
Profitability
The Profitability of the company remained under severe pressure due to declining cement prices and the rising cost of
inputs. During the year under review, the gross profit of the company declined sharply to Rs.70.9 million as against
Rs.406.1 million in the preceding year. The administrative and general expenses remained under control and declined to
3.8% of sales revenue from 4.5% sales in the preceding year. The selling and distribution expenses also remained at the
level of 2.2% of sales as against 1.8% in the preceding year. The company incurred an operating loss of Rs.2.8 million
which turned into a total loss of Rs.293.9 million after accounting for the financial expenses of Rs.260.35 million. It
would be pertinent to mention here that the loss was mainly due to the cumulative effect of fall in prices of cement and
rise in the price of furnace oil, electricity and paper bag respectively on which the company had no control whatsoever.
The incidence of these factors was as high as Rs.295 million on the profitability of the company.
Financial Impact
Rs./million
Fall in Net Sales Revenue 57
Rise in Furnace Oil Prices 127
Rise in Power Tariff 91
Risc in Packing Material Prices 20
Total 295
The management has no control on external factors which affect profitability but it is making all out efforts to
improve the profitability of the Company by taking the following measures:
1. Promotion of Sulphate Resistant Cement in the Northern areas through publicity. This will help the company in
  improving its margins.
2. Reducing the overhead and other indirect manufacturing expenses.
3. Energy conservation measures by some modifications in the plant at nominal cost.
4. Appeal to the Government to reduce the existing Excise Duty from 40% to 25%.
5. Stabilizing the cement prices with the active cooperation of all the cement producers in the Central Punjab.
Financial Restructuring
The cash flow of the company remained under severe pressure despite that it was able to make payments to Development
Financial Institutions (DFI) to the extent of Rs. 131 million. Industrial Development Bank of Pakistan (IDBP), Asian Finance
Investment Corporation (AFIC) and Saudi Pal< Industrial and Agricultural Investment Company (Pvt.) Limited (SAPICO)
have agreed on a new rescheduling arrangement which gives some relief to the company on the basis of monthly
repayments. Asian Development Bank (ADB) had already approved rescheduling which is awaiting documentation. Bankers
Equity (BE) and National Development Finance Corporation (NDFC) have also been approached with the request to accept
monthly repayment plan in line with the cash flows of the company. The auditors in their report have indicated that despite
achieving optimum operational efficiency the funds generated for operations are not sufficient to cover financial charges.
The Company is confident that like IDBP which have reduced mark-up to 10% per annum from 18%, other DFIs will
also consider reducing their mark-up while finalising restructuring of loans.
Capitalisation of Exchange Cover Fee
The auditors are of the opinion that in the light of a technical release issued by the Institute of Chartered Accountants
of Pakistan, the foreign exchange cover fee should be charged to Profit & Loss Account. 1towever, as per the legal
opinion sought by the company with reference to the International Accounting Standard No.23, the company can
continue to capitalize foreign exchange cover fee payable to State Bank of Pakistan against foreign currency loans.
Additional Mark-up
The auditors are of the opinion that since financial restructuring with the DFIs is still in process and the original
schedules of loans have not been revised, additional mark up (penal interest) provided in the loan agreements with
the DFIs for late payment of instalments should be charged to the accounts. The contention of the management is
that since it was in principle agreed with all the DFIs that no penal interest/additional mark-up will be charged on
restructuring of loans, the same has not been charged in the accounts.
The contention of the management has been further strengthened by the fact that no penal interest has been taken
into account by ADB and AFIC and no additional mark-up has been taken into account by IDBE while restructuring
their respective loans.
Future Outlook
The much awaited relief package for the cement industry could not bail it out from its financial crisis as the
resultant benefit of Rs.50/- per bag was taken away by a persistent reduction in cement prices. Cement is a basic
input to the development of infrastructure and the incidence of 40% excise duty is very high in Pakistan which
discourages extensive use of cement in rural areas. The All Pakistan Cement Manufacturers Association and the
management of your company has appealed to the Government to reduce excise duty and bring it par with other
neighbouring countries and rationalise the import duty structure on the import of paper bags and furnace oil.
The over supply situation in the cement industry is likely to persist for another two to three years. During this period, the
Company intends to maximise its revenues by sale of SRC and adopting cost saving devices in its plant operations. The
new investment policy announced by the Government has paved the way for increased foreign private investment in the
country. The domestic private sector has also been extended a new deal in the shape of various reforms packages. The
physical investment which has remained shy for the last three successive years is likely to pick up and accelerate in the
coming year. The recession in cement sector is a temporary phenomenon and once the GNP shows distinct signs of
acceleration and uplift, then equilibrium will prevail and bring about stable economic conditions. The company is hopeful
that it will tide over its current difficulties and will be able to provide a good return to its shareholders.
Acknowledgment
The Directors would like to express heartiest thanks to the Directors of Asian Development Bank, Asian Finance &
Investment Corporation Limited and Industrial Development Bank of Pakistan who have restructured their loans.
The Directors would also like to express sincere thanks to National Development Finance Corporation, Bankers
Equity Limited and Saudi Pak Agricultural and Investment Co. (Pvt.) Limited, who have been considering the
financial restructuring facility and hope to approve the same in the near future.
Thanks are also due to Nissho Iwai Corporation who have extended full cooperation to the company. Thanks are
also due to Crescent Investment Bank Limited and Pak Libya Holding Co. Ltd., for their cooperation and continued
financial support to the company.
The Directors also appreciate the strenuous efforts made by the distributors and employees 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 witnessed so far.
Pattern of Shareholdings as at 3une 30, 1997
Number      of     Shares Number of Number of Percentage of
From    To Share Holders Shares Held Issued Capital
1 100 659 41,157 0.04
101 500 3028 1,166,230 1.22
501 1000 3699 2,859,522 3.00
1001 5000 3056 6,825,990 7.15
5001 10000 426 3,045,895 3.19
10001 15000 113 1,382,245 1.13
15001 20000 52 926,974 0.97
20001 25000 35 801,054 0.84
25001 30000 16 441,171 0.46
30001 35000 8 255,242 0.27
35001 40000 9 338,854 0.36
40001 45000 3 130,422 0.14
45001 50000 8 392,994 0.41
50001 55000 3 160,113 0.17
55001 60000 3 168,650 0.18
60001 65000 8 489,114 0.51
65001 70000 1 67,500 0.07
70001 75000 1 72,500 0.08
75001 80000 1 77,000 0.08
80001 85000 3 247,121 0.26
85001 90000 1 89,960 0.09
90001 95000 1 90,620 0.09
95001 100000 1 97,800 0.10
105001 110000 1 108,744 0.11
110001 115000 1 112,154 0.12
115001 120000 1 117,818 0.12
120001 125000 3 365,902 0.38
125001 130000 1 126,220 0.13
165001 170000 1 166,995 0.17
195001 200000 1 200,000 0.21
210001 215000 1 214,288 0.22
260001 265000 1 263,700 0.28
300001 305000 1 303,435 0.32
330001 335000 1 334,500 0.35
335001 340000 1 337,997 0.35
395001 400000 1 398,900 0.12
560001 565000 1 560,445 0.59
590001 595000 1 590,831 0.62
600001 605000 4 2,416,540 2.53
910001 915000 1 910,641 0.95
1520001 1525000 1 1,520,694 1.59
1630001 1635000 1 1,631,981 1.71
1870001 1875000 1 1,872,486 1.96
2415001 2420000 1 2,416,791 2.5:5
3830001 3835000 1 3,832,636 4.02
4090001 4095000 1 4,090,145 4.29
4145001 4150000 1 4,148,996 4.35
6125001 6130000 1 6,129,098 6.42
7695001 7700000 1 7,700,000 8.07
34395001 34400000 1 34,397,035 36.04
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total:- 11,167 95,437,100 100.00
========== ========== ========== ========== ========== ========== ==========
Categories of Shareholders as at June 30, 1997
Categories of Shareholders Number Shares Held Percentage
Individuals 11105 59,808,139 62.67
Modaraba Companies 12 177,130 0.19
Investment Companies 9 12,434,428 13.03
Banks 24 11,748,374 12.31
Joint Stock Companies 14 11,141,136 11.67
Insurance Companies 3 127,893 0.13
---------- ---------- ---------- ---------- ---------- ----------
Total:- 11,167 95,437,100 100.00
========== ========== ========== ========== ========== ==========
Auditors Report to the Members
We have audited the annexed balance sheet of Pioneer Cement Limited as at June 30, 1997 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 recorded a loss of Rs.293,542,370 for the year before taxation and its gross margin has reduced
substantially during the year. As of the balance sheet date, the company s current liabilities exceed its current assets
significantly and its debt equity ratio has further deteriorated during the year. Despite achieving optimum operational
efficiency, the funds generated from operation are not even sufficient to cover the financial charges for the year. These
accounts have been prepared on 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, restructure its short term and long term
liabilities and to raise additional equity. The accounts do not include any adjustments that might be necessary should the
company not be able to continue as a going concern.'
2. The company has capitalized exchange risk fee amounting to Rs. 79,466,162 (1996: 77,637,375) as detailed in note 11.1 to
the accounts. 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. 70,836,995 after taking into account depreciation of Rs 8,629,167(1996:5,443,779) and accumulated
losses would have increased by Rs. 201,937,673 (1996:Rs. 131,100,682).
3. The company has incorporated financial charges without taking into account certain additional markup/penal interest on
overdue instalments of long term loans and redeemable capital aggregating Rs. 203,009,198 (1996: Rs. 70,000,000) as per
the loan agreements on the plea that its proposals for restructuring of loans are pending with banks and development
financial institutions (DFI) and that these proposals are based on rebated instalments. The company has further not
accounted for liquidated damages amounting to Rs. 47,980,000 claimed by one DFI on over-due instalments. Pending the
approval. of the restructuring proposals by such financial institutions, we are of the opinion that the company should have
accounted for additional markup/penal interest amounting of Rs. 250,989,198 as per the original loan agreements, which if
provided would have the effects of increasing the loss by Rs. 250,989,198. These financial institutions have also not
(confirmed to us the outstanding balances as at the balance sheet date.
Except for the financial effects of the foregoing paras 1 to 3 above and 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 incprred 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) subject to the matters stated in paras 1 to 3 above, 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 companies affairs as at June 30,
1997 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.
Balance Sheet
as at June 30, 1997
1997 1996
Note Rupees Rupees
CAPITAL AND LIABILITIES
SHARE CAPITAL 2 954,371,000 818,000,000
RIGHT SHARE MONEY DEPOSIT - 93,181,630
ACCUMULATED PROFIT/(LOSS) (239,095,701) 54,840,043
715,275,299 966,021,673
REDEEMABLE CAPITAL 3 136,736,507 165,727,388
LONG TERM LOANS 4 1,313,613,240 1,494,367,926
LIABILITIES AGAINST ASSETS
SUBJECT TO FINANCE LEASE 5 15,333,901 6,586,092
DEFERRED LIABILITIES 6 120,497,551 199,903,003
LONG TERM DEPOSITS