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Maple Leaf Cement Factory Limited
Annual Report 2000
Contents
Company Information
Notice of Meeting
Directors' Report
Five Years Summary
Pattern of Shareholding
Auditors' Report
Balance Sheet
Profit and Loss Account
Cash Flow Statement
Statement of Equity
Notes To The Accounts
COMPANY INFORMATION
Board of Directors
Mr. Tariq Sayeed Saigol
Chairman/Chief Executive
Mr. Taufique Sayeed Saigol
Mr. Usman Said
Mr. Aamir Fayyaz Sheikh
Mr. Sarmad Amin
Mr. Mansur Aly Malik
Mr. Henrik Starup
(Representing FLS & IFU)
Mr. Mahmood Ahmad
(Rep. Crescent Investment Bank Ltd.)
Company Secretary
Mr. Mohammad Sharif
Bankers of the Company
Allied Bank of Pakistan Limited
The Bank of Punjab
Habib Bank Limited
Muslim Commercial Bank Limited
Soneri Bank Limited
United Bank Limited
National Bank of Pakistan
Gulf Commercial Bank Limited
Auditors
Ford, Rhodes, Robson, Morrow
Chartered Accountants
Legal Advisors
1. Cornelius Lane and Mufti
Advocates & Solicitors,
Lahore.
2. Mr. Nomaan Akram Raja
Barrister-At-Law
Raja Mohammad Akram & Co.
Advocates and Legal Consultants,
Lahore.
Registered Office
42-Lawrence Road, Lahore.
Phone: 6278904-5
Fax: (042) 6363184
E-mail: cement@maple.lcci.org.pk
Factory
Iskanderabad Distt. Mianwali.
Phones: (0459) 392237-8
NOTICE OF THE ANNUAL GENERAL MEETING
Notice is hereby given that the 40th Annual General Meeting of the members of Maple Leaf Cement Factory
Limited will be held at its registered office, 42-Lawrence Road, Lahore on Saturday, 30th December, 2000 at
10:30 A.M. to transact the following business:
1) To confirm the minutes of Extra-ordinary General Meeting held on March 29, 2000.
2) To receive and adopt Audited Accounts of the company for the year ended June 30, 2000 together with
Auditors' and Directors' Reports thereon.
3) To appoint Auditors and fix their remuneration.
The present auditors, M/s Ford, Rhodes, Robson, Morrow, Chartered Accountants, retire and being eligible,
offer themselves for re-appointment.
4) SPECIAL BUSINESS
(i) To pass with or without modification(s) the following resolution as Special Resolution:
"WHEREAS the merger of Part 1 of Maple Leaf Electric Company Limited into the
Company has been proposed by the Board of Directors in view of benefits to the
merged companies and as a consequence to the shareholders.
IT IS HEREBY RESOLVED that the Scheme of Arrangement put before the meeting
for the merger of Part 1 of Maple Leaf Electric Company Limited into Maple Leaf
Cement Factory Limited be and is hereby approved subject to completion of formalities
and approval by the Honourable High Court.
FURTHER RESOLVED that the Chief Executive of the company and/or Mr. Usman
Said, Director of the Company be and is/are hereby authorised to take all such steps
as may be necessary or incidental for the purpose of implementing the aforesaid
scheme of the merge/amalgamation of the above named companies".
(ii) To approve the remuneration of the Chief Executive and full time working Director of the Company
and pass the following two resolutions as Ordinary Resolutions with or without amendment:-
(a) "RESOLVED that a sum of Rs. 100,000 (Rupees one hundred thousand only) be and
is hereby approved towards monthly remuneration inclusive of house rent allowance
of Chief Executive of the Company for term of his office ending December 31,2001.
In addition to the above, a company maintained chauffeur driven car for official and
private use, private security guards at his residence, hard and soft furniture, and all
other benefits incidental or relating to his office plus bonus in accordance with the
rules and policy of the company shall also be provided to him".
(b) "RESOLVED that a sum of Rs. 85,250 (Rupees eighty five thousand two hundred
fifty only) be and is hereby approved towards monthly remuneration inclusive of house
rent allowance of the full time working Director of the Company as General Manager
(Marketing) for term of his office ending December 31,2001. In addition to the above,
a company maintained car with driver's and security guard's salaries, LFA, medical
facilities and with annual increment and all other benefits incidental or relating to his
office plus bonus and provident fund in accordance with the rules and policy of the
Company shall also be provided to him".
5) To transact any other business with the permission of the Chair.
By order of the Board
Mohammad Sharif
Lahore: December 09, 2000. Company Secretary
STATEMENT U/S 160 (1) (b) OF THE COMPANIES ORDINANCE, 1984.
(i) The management of the Company has considered various options for consolidating its activities and
  thereby effecting economies for the benefit of the Company and ultimately for the shareholders.
It is with this goal before it, that the management of the Company, in consultation with technical experts
in the field, has reached to the conclusion that Part 1 of Maple Leaf Electric Company Limited comprising
of the power project installed at the premises of the Company and supplying electricity to the Company
be merged with the Company.
Maple Leaf Electric Company Limited is a public limited company quoted on Karachi & Lahore Stock
Exchanges. Its Authorised Capital is Rupees 750,000,000/- (Rupees Seven Hundred Fifty Million Only)
divided into 75,000,000 ordinary shares of Rs. 10/- each and its paid up capital is Rupees 520,000,000/-
(Rupees Five Hundred Twenty Million Only) divided into 52,000,000 ordinary shares of Rs. 10/- each.
The Directors of the Company may be deemed to be interested to the extent of their shareholding or by
the Companies in which they are Directors.
(ii) The Shareholder's approval will be sought for the remuneration payable to the Chief Executive and the
full time working Director of the Company in accordance with the terms and conditions of their service with
the Company. The Authorised Capital of the company is Rs. two billion with subscribed and paid-up capital
of Rs. 1.546 billion. The production facilities are located at Iskanderabad, Mianwali and annual gross
sales revenue is Rs. 4,353 million for the year ended June 30, 2000.
Notes:
1. The scheme of arrangement for merger of Part 1 of Maple Leaf Electric Company Limited into the
Company is appended herewith and may also be inspected during business hours in the registered
office of the company.
2. Share Transfer Books of the Company will remain closed from 23rd December, 2000 to 30th
December, 2000 (both days inclusive). Transfers received in order at Company's Shares Department,
42-Lawrence Road, Lahore upto 12:00 noon on 22nd December, 2000 will be considered in time.
3. A member eligible 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 reach at the Company's
registered office not less than 48 hours before the time for holding the meeting.
4. The Beneficial Owners of the company through Central Depository Company, entitled to attend
and vote at this meeting, must bring his/her NIC or Passport to prove his/her identity, and in case
of Proxy, must enclose an attested copy of his/her NIC or Passport. Representatives of corporate
members should bring the usual documents required for such purpose.
5. Shareholders are requested to immediately notify the change in address, if any.
SCHEME OF ARRANGEMENT
UNDER SECTIONS 284 TO 288 OF THE COMPANIES ORDINANCE, 1984
FOR MERGER BETWEEN
MAPLE LEAF ELECTRIC COMPANY LIMITED
AND
MAPLE LEAF CEMENT FACTORY LIMITED
AND
KOHINOOR TEXTILE MILLS LIMITED
AND
THEIR RESPECTIVE MEMBERS
PRELIMINARY
Definitions
In this Scheme of Arrangement, unless the subject or context otherwise requires, the following expressions
shall bear the meanings specified against them below:
"MLECL" means Maple Leaf Electric Company Limited, a company, limited by
shares incorporated as a public limited company having its registered
office at Lahore.
"MLCFL" means Maple Leaf Cement Factory Limited a company, limited by
shares incorporated as a public limited company having its registered
office at Lahore.
"KTM" means Kohinoor Textile Mills Limited, a company, limited by shares
incorporated as a public limited company having its registered office
at Lahore.
"the Court" means Lahore High Court, Lahore.
"this Scheme" means this Scheme of Arrangement in its present form with any
modification thereof or addition thereto approved or condition imposed
by the court.
"the Effective Date" means the day on which the Scheme becomes operative in accordance
with clause 4.0 of this Scheme.
"Undertaking of MLECL" means the two Power Projects of Maple Leaf Electric Company Limited
installed at the premises of Maple Leaf Cement Factory Limited,
Iskanderabad and Kohinoor Textile Mills Limited, Rawalpindi
respectively as divided into two separate parts namely Part 1 and
Part 2 and as contained specifically in Annex "A" and Annex "B" to
this scheme.
The headings and marginal notes are inserted for convenience and shall not affect the construction of this
Scheme.
Capital
The authorised share capital of Maple Leaf Electric Company Limited (MLECL) is Rupees 750,000,000 divided
into 75,000,000 ordinary shares of Rupees 10 each and its paid up capital is Rupees 520,000,000 divided into
52,000,000 ordinary shares of Rupees 10 each.
The authorized share capital of Maple Leaf Cement Factory Limited (MLCFL) is Rupees 2,000,000,000 divided
into 200,000,000 ordinary shares of Rupees 10 each and its paid up capital is Rupees 1,546,473,240 divided
into 154,647,324 ordinary shares of Rupees 10 each.
The authorised share capital of Kohinoor Textile Mills Limited (KTM) is Rupees 700,000,000 divided into
70,000,000 ordinary shares of Rupees 10 each and its paid up capital is Rupees 271,648,380 divided into
27,164,838 ordinary shares of Rupees 10 each.
THE SCHEME
OBJECT OF THIS SCHEME'
1.0 The principal object of this scheme is to reorganize/reconstruct Maple Leaf Electric Company Limited
(MLECL) and bifurcate/divide the assets and liabilities of the Maple Leaf Electric Company Limited (MLECL)
into two parts namely Part 1 and Part 2, as contained specifically in Annexes "A" and "B" to the Scheme
and effect merger of Part 1 of the Maple Leaf Electric Company Limited (MLECL) with Maple Leaf Cement
Factory Limited (MLCFL) and Part 2 of Maple Leaf Electric Company Limited (MLECL) with Kohinoor
Textile Mills Limited (KTM), through the transfer and vesting in MLCFL and KTM of the two parts mentioned
above.
WHEREBY IT IS PROPOSED THAT:
1.1 The undertakings of MLECL comprising of Part 1 and Part 2 (as contained specifically in Annexes
"A" and "B" to this scheme), as at the transfer date (as hereinafter defined) including all assets,
properties, rights, privileges, powers, bank accounts, trade marks, title deeds, patents, leave and
licences and all or any other assets, properties, rights, privileges, powers, contracts, bank accounts,
trade marks, title deeds, patents and licences of MLECL as may reasonably be allocatable to each
part as at the transfer date (as hereinafter defined) shall, without further act or deed, stand transferred
to and be vested in MLCFL and KTM as per Annexes "A" and "B", respectively, as from the
commencement of business on 01 July 2000 (hereinafter referred to as the "transfer date").
1.2 Without prejudice to the generality of paragraph 1.1 above, undertakings of MLECL shall include all
rights, powers, authorities, privileges, contracts, benefits of Government consents, sanctions and
authorisations, trade marks, patents, licences, liberties and all properties, immovable and movable,
real, corporeal or incorporeal, in possession or reversion, present or contingent of whatsoever nature
and where so ever situate, including in particular reserves, revenue balances, leasehold properties,
investments, deposits, deferred costs, stores and spares, advances, deposits, prepayments, other
receivables, cash and bank balances, telephones, faxes, e-mail and telexes and trade debts owing
to MLECL and all other authorities, rights or interests in or arising out of such property as may belong
to or be in the possession or claim of MLECL on the transfer date and all books of account and
documents relating thereto, and shall be deemed to include all debts, borrowings, liabilities, duties
and obligations of MLECL of whatever kind, including liabilities for payment of gratuity, pension,
benefits, provident fund or compensation in the event of retrenchment, PROVIDED ALWAYS that
this Scheme shall not operate to enlarge the security for any loan, deposit or facility created by or
available to MLECL which shall vest in MLCFL and KTM on approval of this Scheme by the Honourable
Lahore High Court, Lahore and MLCFL and KTM as the case may be shall not be obliged to create
any further or additional security therefor after the approval of this Scheme as aforesaid or otherwise.
1.3 The transfer and vesting of the undertakings of MLECL under Clauses 1.1 and 1.2 hereof and the
continuance of proceedings by MLCFL and KTM under Clause 1.7 hereof shall not affect any
transactions or proceedings already concluded by MLECL in the ordinary course of business and
after the transfer date to the end and intent that MLCFL and KTM respectively accept on behalf of
themselves all acts, deeds and things done and executed by MLECL in relation to the part being
merged with either, as the case may be.
1.4 As from the transfer date, MLECL shall be deemed to have carried on and to carry on its business
on behalf of and on account of MLCFL and KTM until such time as this Scheme becomes fully
effective.
1.5 MLCFL shall in respect of the assets and liabilities mentioned in Annex "A" undertake, pay, satisfy,
discharge, perform and fulfill all debts, liabilities, contracts, engagements and obligations whatsoever
of MLECL as at the transfer date, and all contracts, deeds, bonds, agreements, powers of attorney,
grants of legal representation and all other instruments of whatever kind subsisting or having effect
immediately before the transfer date to which MLECL may be a party or which shall be in favour of
MLECL as they were before the transfer date and may be enforced or acted upon as fully and
effectively as if instead of MLECL, MLCFL had been a party thereto or as if the same had been issued
by or in favour of MLCFL, PROVIDED ALWAYS the existing creditors of MLCFL and MLECL
respectively having charges over the land, building, machinery and other fixed assets of the respective
companies shall continue to retain their security interests over the land, building, machinery and other
fixed assets respectively charged in their favour; the existing creditors of MLCFL having charges over
the current assets of MLCFL shall retain their respective charges over the current assets as on the
transfer date of MLCFL and shall have a first charge ranking, pari passu inter se, on the future current
assets which are kept at the MLCFL premises; and the existing creditors of MLECL having charges
over the current assets of MLECL shall retain their respective charges over the existing current assets
of MLECL as on the transfer date and shall have a first charge ranking pari passu inter se, on the
future current assets which are kept at the MLECL premises after the transfer date.
1.6 KTM shall in respect of the assets and liabilities mentioned in Annex "B" undertake, pay, satisfy,
discharge, perform and fulfill all debts, liabilities, contracts, engagements and obligations whatsoever
of MLECL as at the transfer date, and all contracts, deeds, bonds, agreements, powers of attorney,
grants of legal representation and all other instruments of whatever kind subsisting or having effect
immediately before the transfer date to which MLECL may be a party or which shall be in favour of
MLECL as they were before the transfer date and may be enforced or acted upon as fully and
effectively as if instead of MLECL, KTM had been a party thereto or as if the same had been issued
by or in favour of KTM, PROVIDED ALWAYS the existing creditors of KTM and MLECL respectively
having charges over the land, building, machinery and other fixed assets of the respective companies
shall continue to retain their security interests over the land, building, machinery and other fixed
assets respectively charged in their favour; the existing creditors of KTM having charges over the
current assets of KTM shall retain their respective charges over the current assets as on the transfer
date of KTM and shall have a first charge ranking, pari passu inter se, on the future current assets
which are kept at the KTM premises; and the existing creditors of MLECL having charges over the
current assets of MLECL shall retain their respective charges over the existing current assets of
MLECL as on the transfer date and shall have a first charge ranking pari passu inter se, on the future
current assets which are kept at the MLECL premises after the transfer date.
1.7 All causes, suits, appeals, petitions/revisions or other judicial, quasi judicial and/or administrative
proceedings of whatever nature by or against MLECL which shall be pending on the transfer date
in or before any court, tribunal forum or other authority will be continued, prosecuted and enforced
in the same manner and to the same extent as they would or might have been continued, prosecuted
and enforced by or against MLECL as if this Scheme had not been made, by or against MLCFL and
KTM to the extent and relating to the part being merged with each and the same shall not abate, be
discontinued or be in any way prejudiced or affected by the provisions of this Scheme.
1.8 Every officer, workman or other employee of MLECL engaged directly on the project forming Part 1
of MLECL shall, on the transfer date, become an officer, workman or employee, as the case may be,
of MLCFL on the basis that his services have not been interrupted by the vesting of the Part 1 of
MLECL, in MLCFL under this Scheme and on the same remunerations and other conditions of service,
rights and privileges as to pension, provident fund and gratuity, if any, and other matters as were
applicable to him before the transfer date.
1.9 Every officer, workman or other employee of MLECL engaged directly on the project forming Part 2
of MLECL and/or the head office of MLECL shall, on the transfer date, become an officer, workman
or employee, as the case may be, of KTM on the basis that his services have not been interrupted
by the vesting of the Part 2 of MLECL, in KTM under this Scheme and on the same remunerations
and other conditions of service, rights and privileges as to pension, provident fund and gratuity, if
any, and other matters as were applicable to him before the transfer date.
2.0 As consideration for the said transfers, the individual members of MLECL shall get "X" numbers of fully
paid-up ordinary share of the par value of Rupees 10 each in the capital of MLCFL and "Y" numbers of
fully paid-up ordinary share of the par value of Rupees 10 each in the capital of KTM for every One fully
paid-up share of the par value of Rupees 10 each held by them in the capital of MLECL, as on a day to
be fixed by the board of Directors of MLCFL and KTM following the transfer date. The value of "X" and
"Y" will be determined on the basis of ratio resulting from the average of the undermentioned two figures
for the three companies:
a) Break-up value of the shares as per audited accounts for the year ended 30 June 2000.
b) Average of weekly quotation of the shares on the Karachi Stock Exchange from 01 July 1999
to 30 June 2000.
All costs, charges and expenses of carrying this scheme into effect shall be borne and paid by MLCFL
and KTM proportionately.
2.1 The said fully paid-up ordinary shares in MLCFL and KTM to be issued and allotted to the members
of MLECL shall rank pari passu in all respects with the existing fully paid-up ordinary shares in MLCFL
and KTM respectively.
2.2 All members whose names shall appear in the Register of Members of MLECL on such date (after
the transfer date) as the Board of Directors of MLCFL and KTM may determine, shall surrender their
share certificates for cancellation thereof to the shares department of KTM who shall coordinate for
the issuance of shares by MLCFL and KTM in the determined proportion. In default, upon the new
shares in MLCFL and KTM being issued and allotted by it to the members of MLECL whose name
shall appear on the Register of Members of MLECL on such date, as aforesaid, the share certificates
in relation to the shares held by them in MLECL shall be deemed to have been cancelled.
2.3 The excess value of the net assets of Part 1 of MLECL as at 30 June 2000 over the paid-up value
of shares issued and allotted pursuant to the terms of Clause 2.0 hereof shall be accounted for in
the books of MLCFL, as at the transfer date that the Capital Reserves, Revenue Reserves and the
unappropriated profit of Part 1 of MLECL, as at 30 June 2000 shall constitute Reserves of a
corresponding nature of MLCFL and the balance, if any, transferred to the General Reserves in
MLCFL.
2.4 The excess value of the net assets of Part 2 of MLECL as at 30 June 2000 over the paid-up value
of shares issued and allotted pursuant to the terms of Clause 2.0 hereof shall be accounted for in
the books of KTM, as at the transfer date, that the Capital Reserves, Revenue Reserves and the
unappropriated profit of Part 2 of MLECL, as at 30 June 2000 shall constitute Reserves of a
corresponding nature of KTM and the balance, if any, transferred to the General Reserves in KTM.
3.0 The Chief Executives of MLCFL, KTM and MLECL acting jointly or any person or persons duly authorised
by the respective boards of MLCFL, KTM and MLECL shall be authorised to take all such further
supplemental, incidental and consequential actions and steps as may be requisite for giving full effect to
this Scheme and may consent on behalf of all concerned to any modification of or addition to this Scheme
or to. any condition which the Honourable Lahore High Court, Lahore may deem fit to impose.
4.0 Subject to an order being made by the Honourable Lahore High Court, Lahore under Section 287 of the
Companies Ordinance 1984, MLECL shall, without winding up, stand dissolved from such date on which
all shares to be allotted by MLCFL and KTM under Clause 2.0 above to the member(s) of MLECL shall
have been so allotted.
5.0 The approvals and/or confirmations and/or directions to the proposed transfer of undertakings as set out
in Clauses 1.1 and 1.2 of this Scheme have been received from the share holders of MLCFL, KTM and
MLECL.
6.0 This Scheme shall be subject to such modifications or conditions as the Honourable Lahore High Court,
Lahore may approve or impose.
7.0 In case this Scheme is not finally sanctioned by the Honourable Lahore High Court, Lahore for any reason
whatsoever OR if for any other reason this Scheme cannot be implemented before 30 June 2001 or within
such further period or periods as may be agreed upon by MLCFL, KTM and MLECL (by the authorized
person(s) as approved under clause 3.0 above) this Scheme shall become null and void and in that event
no rights and liabilities shall accrue to or be incurred inter se by the parties in terms of this Scheme.
MAPLE LEAF ELECTRIC COMPANY LIMITED
PART 1
DETAILS OF ASSETS AND RELATED LIABILITIES AS ON 31) JUNE 2000
OF POWER PROJECT INSTALLED AT PREMISES OF
MAPLE LEAF CEMENT FACTORY LIMITED
RUPEES
ASSETS
Fixed Assets
Building on leasehold land 39,583,215
Plant and machinery 374,838,902
Electric equipment and installation 5,579,582
Furniture and fixtures 635,889
Office equipment 275,734
Fire fighting equipment 137,627
Vehicles 365,262
------------
421,416,211
Assets subject to finance lease 227,328
Long Term Deposit and Deferred Costs 4,900
Current Assets
Stores, spares and loose tools 42,623,899
Trade debts 77,235,936
Advances, deposits, prepayments and other receivables 16,438,717
Cash and bank balances 119,947
------------
136,418,499
------------
TOTAL ASSETS 558,066,938
==========
LIABILITIES
Share Capital and Reserves
Authorized Capital (37,764,675 Ordinary shares of Rs. 10/- each) 377,646,750
==========
Issued, subscribed and paid-up capital 261,835,080
Reserves 186,305,730
Unappropriated profit 2,044,254
------------
450,185,064
Long Term Loans and Deferred Liabilities
Supplier's credit --
Liability against assets subject to finance lease --
Provision for gratuity 490,225
------------
490,225
Current Liabilities
Current portion of long term liabilities 156,498
Short term finance 63,150,000
Creditors, accrued and other liabilities 11,355,766
Unclaimed dividend --
Proposed dividend 32,729,385
Provision for taxation --
------------
107,391,649
------------
TOTAL CAPITAL AND LIABILITIES 558,066,938