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FFC- Jordan Fertilizer Company Limited
Annual Report 2000
CONTENTS
Company Information
Notice of Annual General Meeting
Report to the Directors
Auditors' Report to the Members
Balance Sheet
Cash Flow Statement
Statement of Changes in Equity
Notes to the Accounts
Pattern of Shareholding
Company Information
DIRECTORS Lt Gen Muhammad Maqbool (Retd), HI(M), S Bt
Chairman
Maj Gen Muhammad Salim Arshad (Retd), HI(M), T Bt
Managing Director & Chief Executive
Lt Gen Amjad Shuaib (Retd), HI(M)
Brig Muhammad Saeed Baig (Retd), SI(M)
Brig Ghulam Hussain (Retd), SI(M)
Mr. Qaiser Javed
Mr. Khalid A Sheyyab
Mr. David Vivian Johns
Mr. Zaigham Mahmood Rizvi
SECRETARY Brig Khalid Yusuf (Retd)
REGISTERED OFFICE 93-Harley Street, Rawalpindi, Pakistan.
Tel: 5518482, 5584402
Fax: 5518471 & 5567290
E-mail: fjfcced@hotmail.com
PLANTSITE Port Qasim, Karachi, Pakistan.
AUDITORS A.F. Ferguson & Co.,
Chartered Accountants
PIA Building, 49 Blue Area,
Islamabad.
LEGAL ADVISORS Orr Dignam & Co.
Advocates,
3-A, Street 32, Sector F-8/1,
Islamabad.
SHARE DEPARTMENT Plot No. EZ/1P-1 Eastern Zone, Port Qasim,
Karachi-48.
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 7th Annual General Meeting of the Shareholders of FFC-Jordan Fertilizer Company
Limited will be held at Pearl Continental Hotel, The Mall, Rawalpindi, on Tuesday June 19, 2001 at 1300 hours to
transact the following business:
Ordinary Business
1. To confirm the minutes of the 6th Annual General Meeting held on June 22, 2000.
2. To receive, consider and adopt the Audited Accounts of the Company together with the Auditors' and the Directors'
Reports for the year ended December 31, 2000.
3. To appoint Auditors for the year 2001 and to fix their remuneration.
4. To elect Directors of the Company for a period of three years commencing from the date of elections, as stipulated
vide Section 178 of the Companies Ordinance, 1984, in that:-
* Pursuant to Section 178(1) and (2) (a) of the Companies Ordinance, 1984, the Board of Directors through a
Resolution passed in the meeting of the Board of Directors held on April 10, 2001, have fixed the number of
Directors at 9, comprising 7 elected Directors and 2 nominee Directors.
* Pursuant to Section 178(2) (b), (3) of the Companies Ordinance, 1984, names of the retiring Directors are as
under and they have offered themselves for re-election as Directors:
* Lt Gen Muhammad Maqbool (Retd)
* Maj Gen Muhammad Salim Arshad (Retd)
* Lt Gen Amjad Shuaib (Retd)
* Brig Muhammad Saeed Baig (Retd)
* Brig Ghulam Hussain (Retd)
* Mr. Qaiser Javed
* Mr. Khalid A. Sheyyab
* Mr. David Vivian Johns
* Mr. Zaigham Mahmood Rizvi
5. To transact any other business with the permission of the Chairman.
By order of the Board
FFC-Jordan Fertilizer Company Limited
Rawalpindi Brig Khalid Yusuf (Retd)
May 29, 2001 Company Secretary
Notes
1. The share transfer books of the Company will remain closed from 11th to 19th June, 2001 (both days inclusive).
2. A member of the Company entitled to attend and vote at the Annual General Meeting may appoint a person/representative as proxy to attend
and vote in place of the member at the Meeting. Proxies in order to be effective must be received at the Company's Registered Office, 93
Harley Street, Rawalpindi not later than 48 hours before the time of holding the Meeting.
3. Any person who seeks to contest the election for Directorship shall file at Company's registered office not later than 14 days before the day
of the Meeting, his intention to offer himself for election as Director in terms of Section 178(3) of the Companies Ordinance, 1984.
4. The CDC account/sub account holders are requested to bring with them their National Identity Cards alongwith the Participant(s) NIC number and their
account numbers at the time of attending the Annual General Meeting in order to facilitate identification of the respective shareholders. In case of
Corporate entity, the Board of Director's resolution/Power of Attorney with specimen signatures shall be produced at the time of meeting.
REPORT TO THE DIRECTORS
FOR THE YEAR ENDED DECEMBER 31, 2000
The Directors take pleasure in presenting their 7th Annual Report together with the
Company's Financial Statements for the year ended December 31, 2000 and the Auditors'
Report thereon.
1. Plant Highlights
By the grace of Almighty Allah, FJFC completed its first year of commercial operation. Urea
and DAP  plants achieved operational stability during the year 2000 with the production of
346,221 metric tons of Urea and 296,516 metric tons of DAP. The Urea production was
62.82% of the design capacity and 72.11% of the budgeted. Similarly, DAP production was
66.56% of the design capacity and 85.95% of the budgeted. Shortfall in production was
mainly owing to Natural Gas curtailment and pressure variations. The Ammonia plant during
the first year of its operation has achieved 87% of its design capability which is adequate to
support 87% production of Urea and DAP. After the turnaround in February 2001, the plant
has demonstrated substantial improvement in performance. Ammonia plant has operated
at an average of 89.5% of design capacity, Urea plant at an average of 93.9% and DAP
plant at an average of 104.5% during March & April 2001. Incremental measures have been
planned to achieve 100% efficiency as soon as possible. The problem of curtailed gas
supply has been greatly reduced with the commissioning of Zamzama gas field, as an average
of 68 million cubic feet per day is available which is adequate to run the Ammonia plant at
87% load.
2. Marketing
The marketing of FJFC products has shown a marked improvement during the year 2000. It
sold 398,000 metric tons of Urea (G) and 293,000 metric tons of DAP with a sale proceed of
Rs. 6.2 billion. FJFC products increased acceptance by the farmer community augurs well
as its demand is increasing day by day. The prices of both Urea (G) and DAP have gradually
increased owing to improved international prices. FJFC also exported 63.350 metric tons of
Urea (G) as it carried a premium of US$20-25 per metric ton in the international market and
earned a foreign exchange of US$7.35 million. Moreover, local production of DAP during
the year 2000 has saved the Government $60 million in foreign exchange. the marketing
cost of FJFC products have been further curtailed to improve the overall financial position
of the Company. Although the marketing of fertilizer is seasonal, yet FJFC products increased
acceptance in the local market will definitely have a positive impact on the financial health
of the Company.
3. Implementation of Fertilizer Policy
The most significant issue presently facing the Company is the DAP US$250 Floor Price
claim pending with the Government of Pakistan in terms of Fertilizer Policy, 1989. We are
pleased to inform the shareholders that after protracted negotiations and discussions, we
finally have an offer from the Government to provide Rs. 6 billion over a period of five years.
It will provide Rs. 1 billion per annum (Rs. 250 million per quarter) for the first three years
and Rs. 1.5 billion per annum for the remainder two years. We are in the final stages of
negotiation with the Government. The resolution of this issue will go a long way in improving
the profitability and liquidity of the Company.
4. Financial Highlights
The latter half of the year 2000 witnessed increased operational activities at the Plant. The
sales as compared to the first half year increased by 306%. This resulted in reducing the
operating loss by 7%. Financial charges of Rs.2.4 billion alongwith the depreciation charges
of Rs. 9122 million were the major contributory factors to a net loss after tax of Rs. 3.4 billion.
The Company has successfully re-negotiated mark-up on running finance facilities from 16
percent to 14 percent. Redeemable capital loans from Muslim Commercial Bank, Askari
Commercial Bank and Saudi Pak Industrial and Agricultural Investment Company have also
been restructured to reduce the financing cost and defer principal payments. We are confident
the remaining banks will also realize the importance of the project and follow suit.
The export credit agency (ECA) loans from Banque National de Paris (France), Kreditanstalt
fur Weideraufbau (Germany), Export Import Bank of the USA and Export Development
Corporation (Canada) were excluded by the Ministry of Finance from the Paris Club-I
rescheduling arrangements. However, now Ministry of Finance has included these loans in
the Paris Club-II Agreement. This changed scenario shall help the Company in easing its
liquidity requirement.
5. Future Outlook
The Management is confident that with fulfillment of Government's commitment in case of
gas supply and DAP floor price, rescheduling of loans by the Lenders and Sponsor's support
in the form of fresh capital, your company will be back on a viable track (Inshallah).
6. Pattern of Shareholding
As of December 31, 2000 there were 20,133 individual shareholders besides numerous
institutions including 15 foreign investors as shown in the annexed pattern of shareholding.
7. Directors
On retirement of Mr. Hani Abdallah Dukhgan and Mr. Irfan Siddiqui, Mr. Khalid A. Sheyyab
and Mr. Zaigham Mahmood Rizvi have been appointed as Directors of the Company.
8. Auditors
The present Auditors, M/s. A.F. Ferguson & Co., Chartered Accountants, retire and being
eligible have offered themselves for re-appointment as Auditors of the Company.
10. Acknowledgements
The Directors also express their appreciation for the continued support and guidance of the
shareholders, employees, foreign and local lenders, suppliers and the Government and its
agencies during the year.
For and on behalf of the Board
Rawalpindi Lt. Gen. Muhammad Maqbool (Retd), HI(M), S Bt
May 09, 2001 Chairman
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed balance sheet of FFC-Jordan Fertilizer Company Limited as at December 31, 2000 and
the related profit and loss account, cash flow statement and statement of changes in equity 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 purposes of our audit.
It is the responsibility of the Company's management to establish and maintain a system of internal control, and prepare
and present the above said statements in conformity with the approved accounting standards and the requirements of
the Companies Ordinance, 1984. Our responsibility is to express and opinion on these statements based on our audit.
We conducted our audit in accordance with the auditing standards as applicable in Pakistan. These standards require
that we plan and perform the audit to obtain reasonable assurance about whether the above said statements are free of
any material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures
in the above said statements. An audit also includes assessing the accounting policies and significant estimates made
by management, as well as, evaluating the overall presentation of the above said statements. We believe that our audit
provides a reasonable basis for our opinion and, after due verification, 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;
(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 and loss account, cash flow statement and statement of changes in equity together
with the notes forming part thereof conform with approved accounting standards as applicable in Pakistan,
and, give the information required by the Companies Ordinance, 1984, in the manner so required and
respective give a true and fair view of the state of the Company's affairs as at December 31, 2000 and of
the loss, its cash flows and changes in equity 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 attention to contents of note 28 of the accounts which states that the Company is in the
process of financial restructuring, which includes rescheduling of loans and injection of additional funds and that the Government
of Pakistan has expressed its willingness to compensate the Company in lieu of its entitled benefit related to minimum sale
price of Diammonium Phosphate fertilizer under the fertilizer policy 1989, to improve the liquidity of the Company.
Islamabad A.F. Ferguson & Co.
May 09, 2001 Chartered Accountants
BALANCE SHEET AS AT DECEMBER 31, 2000
Note 2000 1999
(Rupees '000)
SHARE CAPITAL AND RESERVES
Share capital
Authorised 3 4,000,000 4,000,000
========== ==========
Issued, subscribed and fully paid 3 3,341,100 3,341,100
Capital reserve-share premium 228,350 228,350
Accumulated loss (3,434,155) --
------------------ ------------------
135,295 3,569,450
REDEEMABLE CAPITAL 4 2,746,570 2,698,777
LONG TERM LOANS 5 4,959,199 5,784,441
CURRENT LIABILITIES
Current maturity of redeemable capital 4 528,468 523,723
Current maturity of long term loans 5 2,548,015 1,751,169
Short term finances 6 3,334,178 1,920,565
Creditors, accrued and other liabilities 7 6,328,057 4,970,577
------------------ ------------------
12,738,718 9,166,034
CONTINGENCIES AND COMMITMENTS 8
------------------ ------------------
20,579,782 21,218,702
========== ==========
FIXED CAPITAL EXPENDITURE
Fixed assets 9 17,738,953 229,864
Capital work in progress 10 -- 19,323,491
------------------ ------------------
17,738,953 19,553,355
INTANGIBLE ASSET 11 94,738 --
LONG TERM INVESTMENT 12 3,000 3,000
LONG TERM LOANS AND ADVANCES 13 1,895 1,404
LONG TERM DEPOSITS, PREPAYMENTS
AND DEFERRED COSTS 14 35,425 40,665
CURRENT ASSETS
Stores and spares 15 449,604 44,296
Stock in trade 16 735,709 793,062
Trade debts 17 475,385 275,601
Advances, deposits, prepayments and other receivables 18 343,530 287,511
Cash and bank balances 19 701,543 219,808
------------------ ------------------
2,705,771 1,620,278
------------------ ------------------
20,579,782 21,218,702
========== ==========
The annexed notes form an integral part of these accounts.
Chairman Chief Executive Director
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED DECEMBER 31, 2000
NOTE (Rupees '000)
Sales 20 6,068,778
Less: Cost of goods sold 21 6,398,410
------------------
Gross loss (329,632)
Administration and general expenses 22 83,576
Selling and distribution expenses 23 557,424
------------------
641,000
------------------
Operating loss (970,632)
Financial charges 24 2,449,081
------------------
(3,419,713)
Other income 25 15,793
------------------
Loss before taxation (3,403,920)
Provision for taxation (30,235)
------------------
Net loss after taxation (3,434,155)
==========
Earnings per share (rupees) 26 (10.28)
==========
The annexed notes form an integral part of these accounts.
Chairman Chief Executive Director
CASH FLOW STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 2000
2000 1999
(Rupees '000)
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before taxation (3,403,920) --
Adjustment for non cash charges
Depreciation 912,261 --
Amortisation of intangible asset 23,684 --
Amortisation of deferred cost 5,240 --
Financial charges 2,449,081 --
Profit on bank balances (13,546) --
Gain on sale of fixed assets (3) --
------------------ ------------------
Operating loss before working capital changes (27,203) --
Changes in working capital
Increase in stores and spares (64,319) --
Decrease in stock in trade 57,353 --
Increase in trade debts (199,784) --
Increase in advances, deposits, prepayments and other receivables (66,995) --
Increase in creditors, accrued and other liabilities 436,805 --
------------------ ------------------
Net cash inflow from working capital changes 163,060 --
------------------ ------------------
Cash generated from operations 135,857 --
Taxes paid (18,135) --
Financial changes paid (1,066,758) --
------------------ ------------------
Net cash (outflow) from operating activities (949,036) --
CASH FLOWS FROM INVESTING ACTIVITIES
Fixed capital expenditure (18,950) (1,189,593)
Increase in long term deposits and prepayments -- (13,520)
Increase in long term loans and advances (491) 498
Income on bank deposits 12,421 18,866
Sale proceeds on disposal of fixed assets 35 680
Pre-commercial production cash flows related to current assets -- (493,404)
------------------ ------------------
Net cash (outflow) from investing activities (6,985) (1,676,473)
CASH FLOWS FROM FINANCING ACTIVITIES
Redeemable capital 52,538 11,811
Repayment of long term loans (28,396) --
Short term finances 713,614 1,451,048
Revolving credit facility from an associated company 700,000 --
------------------ ------------------
Net cash inflow from financing activities 1,437,756 1,462,859
------------------ ------------------
Net increase/(decrease) in cash and cash equivalents 481,735 (213,614)
Cash and cash equivalents at the beginning of the year 219,808 433,422
------------------ ------------------
Cash and cash equivalents at the end of the year 701,543 219,808
========== ==========
The annexed notes form an integral part of these accounts.
Chairman Chief Executive Director
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2000
Share Capital Accumulated Total
capital reserve loss
(Rupees '000)
Balance at January 1, 1998 3,341,100 228,350 -- 3,569,450
Changes during the year ended December 31, 1999 -- -- -- --
------------------ ------------------ ------------------ ------------------
Balance at December 31, 1999 3,341,100 228,350 -- 3,569,450
Net loss for the year ended December 31, 2000 -- -- (3,434,155) (3,434,155)
------------------ ------------------ ------------------ ------------------
Balance at December 31, 2000 3,341,100 228,350 (3,434,155) 135,295
========== ========== ========== ==========
The annexed notes form an integral part of these accounts.
Chairman Chief Executive Director
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED DECEMBER 31, 2000
1. LEGAL STATUS AND OPERATIONS
The Company is a public company incorporated in Pakistan under the Companies Ordinance, 1984, and its
shares are quoted on the stock exchanges in Pakistan. The principal objective of the Company is manufacturing,
purchasing and marketing of fertilizers. The Company commenced its commercial production effective January
1, 2001.
2. SIGNIFICANT ACCOUNTING POLICIES
2.1 Basis of preparation
These accounts have been prepared under the historical cost convention and in accordance with the
requirements of the Companies Ordinance, 1984 and the International Accounting Standards as applicable
in Pakistan.
2.2 Retirement benefits
The Company o