|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| DEWAN SALMAN
FIBRE MILLS LIMITED |
|
|
|
|
|
|
|
|
|
|
| ANNUAL REPORTS
2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CONTENTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company
Information |
|
|
|
|
|
|
|
|
|
|
|
| Mission
Statement |
|
|
|
|
|
|
|
|
|
|
|
| Notice of
Annual General Meeting |
|
|
|
|
|
|
|
|
|
|
|
| Directors Report |
|
|
|
|
|
|
|
|
|
|
|
|
| Financial
Highlights |
|
|
|
|
|
|
|
|
|
|
|
| Statement of
Compliance with the Best Practices of Corporate Governance |
|
|
|
|
|
|
|
|
|
| Review Report
To The Members on Statement of Compliance with Best Practices of Code of |
|
|
|
|
|
|
|
|
| Corporate
Governance |
|
|
|
|
|
|
|
|
|
|
|
| Auditors' Report |
|
|
|
|
|
|
|
|
|
|
|
|
| Balance Sheet |
|
|
|
|
|
|
|
|
|
|
|
|
| Profit and
Loss Account |
|
|
|
|
|
|
|
|
|
|
|
| Cash Flow
Statement |
|
|
|
|
|
|
|
|
|
|
|
| Statement of
Changes in Equity |
|
|
|
|
|
|
|
|
|
|
|
| Notes to the
Accounts |
|
|
|
|
|
|
|
|
|
|
|
| Summary of
Differences between IAS, UK, and U.S. GAAP |
|
|
|
|
|
|
|
|
|
| Pattern of
Share Holding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| COMPANY
INFORMATION |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BOARD OF
DIRECTORS : |
DEWAN ZIA-UR-REHMAN FAROOQUI |
|
|
|
|
|
|
|
|
|
|
President/Chief Executive |
|
|
|
|
|
|
|
|
|
|
|
DEWAN ASIM MUSHFIQ FAROOQUI |
|
|
|
|
|
|
|
|
|
|
Managing Director |
|
|
|
|
|
|
|
|
|
|
|
LEE BAEG EUY |
|
|
|
|
|
|
|
|
|
|
|
|
DEWAN GHULAM MUSTAFA KHALID |
|
|
|
|
|
|
|
|
|
|
DEWAN MOHAMMAD YOUSUF FAROOQUI |
|
|
|
|
|
|
|
|
|
|
DEWAN ABDUL REHMAN FAROOQUI |
|
|
|
|
|
|
|
|
|
|
DEWAN MOHAMMAD AYUB KHALID |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ALTERNATE
DIRECTORS : |
SANG-HUN PARK |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AUDIT
COMMITTEE : |
DEWAN GHULAM MUSTAFA KHALID - Chairman |
|
|
|
|
|
|
|
|
|
|
DEWAN MOHAMMAD YOUSUF FAROOQUI - Member |
|
|
|
|
|
|
|
|
|
|
DEWAN ABDUL REHMAN FAROOQUI - Member |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AUDITORS : |
|
FARUQ ALI & CO. |
|
|
|
|
|
|
|
|
|
|
|
CHARTERED ACCOUNTANTS |
|
|
|
|
|
|
|
|
|
|
|
FcROZE SHARIF TARIQ & CO. |
|
|
|
|
|
|
|
|
|
|
|
CHARTERED ACCOUNTANTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CHEIF
FINANCIAL OFFICER : |
GHAZANFAR ALI KHAN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| COMPANY
SECRETARY : |
SYED MOONIS ABDULLAH ALVI |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 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, 3-A LALAZAR, |
|
|
|
|
|
|
|
|
|
|
|
BEACH HOTEL ROAD, KARACHI-74000. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| REGISTERED
OFFICE |
DEWAN CENTRE, 46, NAZIMUDDIN ROAD, F-7/4,
ISLAMABAD. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BANKERS : |
|
ABN AMRO BANK N.V. |
|
|
|
|
|
|
|
|
|
|
|
AL BARAKA ISLAMIC INVESTMENT BANK |
|
|
|
|
|
|
|
|
|
|
ALLIED -BANK OF PAKISTAN LTD. |
|
|
|
|
|
|
|
|
|
|
|
AMERICAN EXPRESS BANK |
|
|
|
|
|
|
|
|
|
|
|
ASKARI COMMERCIAL BANK LTD. |
|
|
|
|
|
|
|
|
|
|
|
BANK AL FALAH |
|
|
|
|
|
|
|
|
|
|
|
|
BANK OF CEYLON |
|
|
|
|
|
|
|
|
|
|
|
BANK OF KHYBER |
|
|
|
|
|
|
|
|
|
|
|
BOLAN BANK LIMITED |
|
|
|
|
|
|
|
|
|
|
|
CITIBANK N.A. |
|
|
|
|
|
|
|
|
|
|
|
|
CREDIT AGRICOLE INDOSUEZ |
|
|
|
|
|
|
|
|
|
|
|
FAYSAL BANK LTD. |
|
|
|
|
|
|
|
|
|
|
|
HABIB BANK LTD. |
|
|
|
|
|
|
|
|
|
|
|
HABIB BANK AG ZURICH |
|
|
|
|
|
|
|
|
|
|
|
HONG KONG & SHANGHAI BANKING CORPORATION
LTD. |
|
|
|
|
|
|
|
|
|
MASHREQ BANK LTD. |
|
|
|
|
|
|
|
|
|
|
|
MEEZAN BANK LTD. |
|
|
|
|
|
|
|
|
|
|
|
MUSLIM COMMERCIAL BANK LTD. |
|
|
|
|
|
|
|
|
|
|
|
NATIONAL BANK OF PAKISTAN |
|
|
|
|
|
|
|
|
|
|
|
PICIC COMMERCIAL BANK LTD. |
|
|
|
|
|
|
|
|
|
|
|
STANDARD CHARTERED BANK |
|
|
|
|
|
|
|
|
|
|
|
SAUDI PAK COMMERCIAL BANK LTD. |
|
|
|
|
|
|
|
|
|
|
UNITED BANK LTD. |
|
|
|
|
|
|
|
|
|
|
|
UNION BANK LTD. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| THE MISSION
STATEMENT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| • "THE MISSION OF DEWAN SALMAN FIBRE
LIMITED IS TO BE |
|
|
|
|
|
|
|
|
|
| THE LEADER IN
SYNTHETIC FIBRE MANUFACTURING IN PAKISTAN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AND BECOME A
GLOBAL PLAYER IN THE FIELD. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| • TO ASSUME
LEADERSHIP ROLE IN THE TECHNOLOGICAL |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ADVANCEMENT OF
THE INDUSTRY AND TO ACHIEVE THE HIGHEST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LEVEL OF
QUALITATIVE AND QUANTITATIVE INDIGENIZATION. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| • TO BE THE FINEST ORGANIZATION IN ITS
INDUSTRY, AND TO |
|
|
|
|
|
|
|
|
|
| CONDUCT ITS
BUSINESS RESPONSIBLY AND IN A STRAIGHT |
|
|
|
|
|
|
|
|
|
| FORWARD
MANNER. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| • TO SEEK LONG-TERM AND GOOD RELATIONS WITH
OUR SUPPLIERS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AND CUSTOMERS
WITH FAIR, HONEST, AND MUTUALLY |
|
|
|
|
|
|
|
|
|
| PROFITABLE
DEALINGS. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| • TO ACHIEVE
THE BASIC AIM OF BENEFITING OUR CUSTOMERS, |
|
|
|
|
|
|
|
|
|
| EMPLOYEES,
SHAREHOLDERS, OTHER STAKE HOLDERS |
|
|
|
|
|
|
|
|
|
| AND TO FULLFIL
ITS COMMITMENTS TO OUR SOCIETY. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| • 7O CREATE A WORK ENVIRONMENT HIGHLIGHTING
TEAM WORK, |
|
|
|
|
|
|
|
|
|
| WHICH
MOTIVATES, RECOGNIZES AND REWARDS ACHIEVEMENTS |
|
|
|
|
|
|
|
|
|
| AT ALL LEVELS
OF THE ORGANIZATION, BECAUSE "IN ALLAH WE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| TRUST AND
BELIEVE" AND HUMAN RESOURCE IS OUR |
|
|
|
|
|
|
|
|
|
| CAPITAL AND
ASSET. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| • TO BE HONEST AND BE ABLE TO RESPOND
EFFECTIVELY TO |
|
|
|
|
|
|
|
|
|
| CHANGES IN ALL
ASPECTS OF LIFE, INCLUDING TECHNOLOGY, |
|
|
|
|
|
|
|
|
|
| CULTURE
PROACTIVE AND ENVIRONMENT. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| • TO BE A CONTRIBUTING CORPORATE CITIZEN FOR
THE |
|
|
|
|
|
|
|
|
|
| BETTERMENT OF
SOCIETY AND TO EXHIBIT A SOCIALLY |
|
|
|
|
|
|
|
|
|
| RESPONSIBLE
BEHAVIOR. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| TO CONDUCT
BUSINESS WITH INTEGRITY AND STRIVE TO BE THE BEST". |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| NOTICE OF
FOURTEENTH ANNUAL GENERAL MEETING |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Notice is
hereby given that the Fourteenth Annual General Meeting of Dewan Salman Fibre
Limited |
|
|
|
|
|
|
|
| will be held
on 31st October 2003 at 4.00 p.m. at Dewan Centre, 46, Nazim-ud-Din Road,
Sector F- |
|
|
|
|
|
|
|
| 7/4,
Islamabad, to transact the following business: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1. Recitation from Holy Quran. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. To read and confirm the minutes of the
Extra Ordinary General Meeting held on 28th May 2003. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. To receive, consider and adopt the
Annual Audited Accounts for the year ended 30th June |
|
|
|
|
|
|
|
| 2003. together
with the Directors' and Auditors' Report thereon. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. To appoint Auditors of the Company for
the year ending 30th June 2004 and to fix their |
|
|
|
|
|
|
|
|
| remuneration. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. To consider any other business with
the permission of the chairman. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| By order of
the Board |
|
|
|
|
|
|
|
|
|
|
|
| Syed Moonis
Abdullah Alvi |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company
Secretary |
|
|
|
|
|
|
|
|
|
|
|
| Date: 10
October 2003 |
|
|
|
|
|
|
|
|
|
|
|
| Place:
Islamabad |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| NOTES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| A member of
the Company entitled to attend and vote at this meeting may appoint another |
|
|
|
|
|
|
|
|
| member as
his/her proxy to attend and vote instead of him/her. Proxies, in order to be
effective, |
|
|
|
|
|
|
|
| must be
received by the Company not less than 48 hours before the meeting, CDC
Account |
|
|
|
|
|
|
|
|
| holders will
further have the following guidelines as laid down by the Securities and
Exchange |
|
|
|
|
|
|
|
|
| Commission of
Pakistan. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| a) For Attending Meeting: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| i) In case of
individual, the account holder or sub-account holder and/or the person |
|
|
|
|
|
|
|
|
| whose
securities are in group account and their registration details are uploaded
as |
|
|
|
|
|
|
|
|
| per the
regulations, shall authenticate his/her identity by showing his/her original |
|
|
|
|
|
|
|
|
| National
Identity Card (NIC) or original passport at the time of attending the
meeting.' |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ii) In case of
corporate entity, the Board of Directors' resolution/power of attorney with |
|
|
|
|
|
|
|
|
| the specimen
signature of the nominee shall be produced (unless it has been |
|
|
|
|
|
|
|
|
| provided
earlier) at the time of meeting. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| b) For Appointing Proxies: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| i) In case of
individual, the account holder or sub-account holder and/or the person |
|
|
|
|
|
|
|
|
| whose
securities are in group account and their registration details are uploaded
as |
|
|
|
|
|
|
|
|
| per the
regulations, shall submit the proxy form as per the above requirements. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ii) Two
persons whose names, addresses and NIC numbers shall be mentioned on the |
|
|
|
|
|
|
|
|
| form shall
witness the proxy. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| iii) Attested
copies of NIC or passport of the beneficial owners and proxy shall be |
|
|
|
|
|
|
|
|
| furnished with
the proxy form. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| iv) The proxy
shall produce his/her original NIC or original passport at the time of the |
|
|
|
|
|
|
|
|
| meeting. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| v) In case of
corporate entity, the Board of Directors' resolution/power of attorney with |
|
|
|
|
|
|
|
|
| the specimen
signature of the nominee shall be produced (unless it has been |
|
|
|
|
|
|
|
|
| provided
earlier) along with the proxy form to the Company. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. Members are requested to immediately
notify the change in their addresses, if any. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. The Share Transfer Books of the
Company will remain closed from 22nd October 2003 to 31st |
|
|
|
|
|
|
|
| October 2003
(both days inclusive). |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| DIRECTORS'
REPORT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Your Directors
take pleasure in presenting to you the Fourteenth Annual Report of the
Company |
|
|
|
|
|
|
|
| together with
the Audited Accounts for the year ending 30th June 2003. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The year
2002-2003 was a period of great struggle for the synthetic fibre industry.
The international |
|
|
|
|
|
|
|
| economic
situation hampered due to various events. The spread of Severe Acute
Respiratory |
|
|
|
|
|
|
|
|
| Syndrome
(SARS) virus in the Far East and later Iraq war have adversely affected the
export of textiles |
|
|
|
|
|
|
|
| creating
general slow down and stock buildups in the textile chain and thus lower
demand for PSF. |
|
|
|
|
|
|
|
| High crude oil
prices in the international market impacted in keeping consistently high
prices of |
|
|
|
|
|
|
|
| petrochemicals
including PTA, MEG and ACN this year. Moreover, the reduction of import duty
on |
|
|
|
|
|
|
|
| polyester
fibre from 25% to 20% and on acrylic fibre and tow from 20% to 15% in the
budget further |
|
|
|
|
|
|
|
| depressed the
profitability. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The expansion
project of Ibrahim Fibres came on-line causing further over capacity in the
domestic |
|
|
|
|
|
|
|
| staple fibre
industry, which has reached over 600,000 metric tons per annum. As a result
of over supply, |
|
|
|
|
|
|
|
| local prices
of polyester products remained underpressure through out the period, thus
further eroding |
|
|
|
|
|
|
|
| the already
meager margins in the industry. With the expansion in the textile industry
and demand |
|
|
|
|
|
|
|
| fot value
added products, the PSF market has shown robust growth and the indications
are that the |
|
|
|
|
|
|
|
| new capacities
will be absorbed in the market and equilibrium in demand and supply can be
reached |
|
|
|
|
|
|
|
| much earlier
than what has been anticipated. In order to counter the over supply situation
in the |
|
|
|
|
|
|
|
| country, your
company embarked upon exporting its products and the Board is happy to report
that |
|
|
|
|
|
|
|
| we have made
inroads in various markets such as Syria, Turkey, Iran, Morocco, Egypt and
various ED |
|
|
|
|
|
|
|
| countries. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Your directors
are pleased to report that the company is in the final stage of completing
conversion |
|
|
|
|
|
|
|
| of power
generation process from furnace oil to gas. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The salient
features of the accounts are: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Rs. in 000) |
|
|
|
|
|
|
|
|
|
| Gross Sales |
|
|
18,660,932 |
|
|
|
|
|
|
|
|
|
| Sales Tax |
|
|
2,917,840 |
|
|
|
|
|
|
|
|
|
| Depreciation |
|
|
1,077,875 |
|
|
|
|
|
|
|
|
|
| Gross Profit |
|
|
1,438,377 |
|
|
|
|
|
|
|
|
|
| Operating Profit |
|
|
1,081,086 |
|
|
|
|
|
|
|
|
|
| Net Profit
before tax |
|
86,662 |
|
|
|