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Rupali Polyester Limited
Annual Report 2000
Contents
Corporate Data
Financial Highlights
Directors' Report to the Shareholders
Notice of Meeting
Auditors' Report to the Members
Balance Sheet
Profit & Loss Account
Statement of Changes in Equity
Cash Flow Statement
Notes to the Accounts
Pattern of Shareholding
Corporate Data
Board of Directors
Jafferali M. Feerasta
Chairman
Badruddin J. Feerasta
Chief Executive
Muhammad Rashid Zahir    Amiruddin J. Feerasta
Nooruddin B. Feerasta (Sr.) Amin A. Feerasta
Abdul Hayee
Secretary
Fateh Mohammad Khera
Bankers
ABN AMRO Bank N.V.
Allied Bank of Pakistan Limited
American Express Bank Limited
Citibank, N.A.
Credit Agricole Indosuez
Faysal Bank Limited
Habib Bank Limited
Mashreq Bank psc
Metropolitan Bank Limited
United Bank Limited
Muslim Commercial Bank Limited
National Bank of Pakistan
Societe Generale The French and
International Bank
Soneri Bank Limited
Standard Chartered Bank
Standard Chartered Grindlays
Bank Limited
Union Bank Limited
Auditors
Qavi & Co.
Chartered Accountants
Registered Office
7th Floor, Gul Tower
I.I. Chundrigar Road
Karachi, Pakistan
Plant
30.2 Kilometer
Lahore-Sheikhupura Road
Sheikhupura, Pakistan
Profile
Rupali Polyester Limited was incorporated at Karachi in May 1980 as a Public Limited Company. It owns
and operates composite facilities for manufacture of polyester fiber and filament yarn. The Company has
the privilege of possessing the pioneer status in Pakistan for staple fiber manufacture. Since its inception, the
Company has grown steadily through expansion and diversified operation and the assets now employed have
increased to over Rs. 2,144 million from the initial capital outlay of Rs. 150 million with which the
Company installed its first plant at the inception stage.
The Company has polyester filament yarn making capacity of 30 M. tons per day, a polymerization unit
with a capacity of 105 M. tons per day and polyester staple fiber capacity of 65 M. tons per day. Most recently
additional twisting facility has been added. The various products of Rupali are in fact import
substitution as these were previously imported from Japan, Taiwan and Korea but the Company through its
in-house expertise and innovative research had developed techniques for producing them indigenously.
As a step towards modernization and capacity augmentation, the Company has recently expanded its
existing manufacturing facilities by installing twisters and winders for product diversification.
The philosophy of the Company is to grow on the strength of quality and reliability. With this prime
objective it is maintaining a full-fledged and well-established Research & Development Centre for
standard maintenance and innovative improvements in its products. Products and services offered by the
Company are acknowledged by the customers to be of the highest quality and the Company is considered to
be the most reliable and prestigious one. The end products are, therefore, the results of extensively high
quality processes for the sake of upkeeping the image of the Company developed in the minds of customers.
That is why the Rupali products are the first preference of customers. Rupali filament yam is exclusively liked
by local weavers while its finest quality fiber is excellently processed under local conditions.
The Company gives high priority to customer satisfaction and provides after sales services to attend their problems
at their work sites.
AL HAMDO LILLAH, the Company enjoys prestige and reputation among the industrial sector. It is quoted
on all the three Stock Exchanges of the country. It also stands amongst major national exchequer contributors
striving for stabilization of national economy.
Financial Highlights
(Rupees in million)
1996 1997 1998 1999 2000
Sales (Net) 2,803.930 2,317.947 2,075.672 1,812.277 2,175.164
Profit before Tax 235.367 206.705 128.750 135.307 257.777
Profit after Tax 148.187 135.170 92.001 67.243 140.409
Income Tax - Current 87.180 71.535 36.749 45.644 90.616
- Prior years -- -- -- -- 4.380
- Deferred -- -- -- 22.420 22.372
Sales Tax       307.953 388.974 261.372 252.283 326.354
Excise Duty 104.773 46.694 18.194 17.539 19.943
Gross assets employed 2,758.752 2,464.095 2,249.311 2,231.178 2,120.666
(excluding capital work in progress)
Shareholders equity 1,365.14 1,398.10 1,404.93 1,369.97 1,374.11
Long term loan 0.00 0.00 0.00 0.00 0.00
------------ ------------ ------------ ------------ ------------
Debt / Equity ratio 0:100 0:100 0:100 0:100 0:100
Earning per share before tax (Rs.) 6.91 6.07 3.78 3.97 7.57
Dividend (percentage) 30 30 25 30 40
------------ ------------ ------------ ------------ ------------
Production volume (M. Tons) 31,043 30,532 29,807 30,068 29,049
Number of employees 1,375 1,216 1,185 1,266 1,281
========== ========== ========== ========== ==========
Directors' Report to the Shareholders
The directors of your Company feel immense pleasure to welcome you to the twentieth annual general meeting and present the annual
report and audited accounts of the Company for the year ended 30 June 2000.
Financial Results Rs. in '000
Net profit before taxation 257,777
Provision for taxation 117,368
-----------
Profit after taxation 140,409
Unappropriated profit brought forward 4,795
-----------
Profit available for appropriation 145,204
Appropriations:
Proposed final cash dividend @ 40% (1999 @ 30%) 136,274
Transfer to general reserve 7,000
-----------
143,274
-----------
Balance carried forward 1,930
-----------
Earning per sham Rs. 4.12
-----------
Overview
The polyester fiber and filament yarn industry is still facing difficulties and has not been able to come out
of the crisis which hit this industry since the last many years. The growth of the industry is impeded by
manifold problems like anomalies in tariff structure and dumping of polyester yarn and fiber at cheaper
price from Far-Eastern countries into Pakistani markets. These problems have caused immense loss to the
industry.
Polyester industry is a downstream of petrochemical industry. The basic raw materials for manufacture of
polyester yarn and polyester fiber are petrochemicals like PTA and MEG. National Tariff Commission which
is the Institution entrusted to safeguard the interests of local industry vis-a-vis unfair competition has accepted
the presentation made by local Filament Yarn Manufacturers Association for review of duty structure.
It has been argued to the NTC that all textile yarn and fabrics are exempt from CED except polyester/nylon
yarn which are subject to CED @ Rs. 2.50 per Kg., and as such is an anomaly to the local industry. Import
duty on polyester yarn was increased to 45% (35% custom duty plus 10% CED) on the basis of cheaper
import from Far-Eastern countries. The import duty has now again been reduced to 30% (25% custom duty
plus 5% CED). As against this, the excise duty on polyester yarn@ Rs. 2.50 per Kg. has not been removed
yet. Although the NTC has accepted this matter for consideration, the local industry has not been provided
any relief since last one year.
The illegal dumping of polyester filament yarn and fiber from Far-Eastern countries into Pakistani markets
at very cheap prices has resulted in under-utilization of indigenous production capacities created with large
investments. With this scenario further fall in local production is apprehended with colossal loss to the
national exchequer. This situation needs immediate remedial steps through legislation.
Inspite of unfavourable circumstances the operating results for the year ended 30 June 2000 reflect a much
better position as compared to the previous year. Sales revenue amounted to Rs. 2,175.164 million in year
2000 showing an increase of 20% over Rs. 1,812.277 million in 1999. Pre-tax profit recorded an increase of
90% to Rs. 257.777 million over Rs. 135.307 million in 1999. Profit after taxation rose to Rs. 140.409
million from Rs. 67.243 million in the preceding year.
The increase in profitability is due mainly to improved product prices, timing difference on stocks and
devaluation of Pak Rupees. The provision for deferred taxation is required to be made by 30 June 2003 under
International Accounting Standard (IAS Rev. 12) to account for the difference in income tax so far
accumulated due to timing difference.
Administration, selling and general expenses declined to Rs. 92.147 million from Rs. 101.808 million in 1999.
There was also a reduction of 48% in Financial Charges to Rs. 57.076 million this year from Rs. 109.840 million
in the previous year. This was achieved by better management of borrowed funds.
Board of Directors
During the year, Mr. Muhammad Ali H. Sayani resigned from the directorship of the Company and
Mr. Amin A. Feerasta was co-opted to fill this vacancy. However, as the term of existing elected directors is
expiring, election of directors for fresh term of three years will be held in the forthcoming annual general
meeting. The number of directors fixed by the Board is seven (7).
Future Outlook
The crisis through which the polyester staple fiber (PSF) and polyester filament yarn industry is passing
poses a serious threat to the healthy growth of the industry. The expansion in indigenous production
capacity and large supplies of polyester fibre and filament yarn from other countries will continue to
depress the earnings of the local producers. The discriminatory treatment with the PSF and polyester
filament yarn industry in the No Duty No Drawback scheme by the government affected the ability of the
indigenous producers of PSF and filament yarn to match the economies of scale of the producers of Far-
Eastern countries.
The prices of PTA in international market which were as low as US$ 345.00 per M. ton in July 1999 went
up to US$ 525.00 in June 2000. Similarly, the prices of MEG which were US$ 310.00 per M. Ton in July
1999 increased to US$ 610.00 per M.Ton. This rising trend in prices of basic raw materials may put an
adverse impact on profitability of the Company. The prices of furnace fuel oil pursuant to permission for
direct import given by the Government, are rising upward day-by-day having incremental impact on
production costs.
The Company has taken another step towards balancing the operation of DTY capacity and has decided to
further install DTY machines. This will balance our production capacity.
Dividend
Your directors are pleased to propose a dividend @ 40% i.e Rs. 4.00 per share of Rs. 10/- each for the year ended
30 June 2000.
Auditors
M/s. Qavi & Co. Chartered Accountants retire and being eligible offer themselves for re-appointment.
Pattern of Shareholding
A statement showing the pattern of shareholding in the Company as at 30 June 2000 as required under Section
236 of the Companies Ordinance 1984 
Labor Management Relations
Like previous years, usual cordial relations were maintained between the management and labor during this
year and we wish to place on record our appreciation for the dedication and hard work demonstrated by
employees at every level for the progress and growth of the Company.
A Note of Gratitude
The directors wish to place on record their appreciation for the co-operation extended by the Ministries of
Finance, Industries, Commerce and Communication. We also owe our thanks to the Departments of Customs,
Central Excise and Government of the Punjab for their co-operation. We appreciate the patronage and
confidence placed in the Company by the development financial institutions and commercial banks. We are
thankful to our valued customers and expect more pleasant business relationship with them. To our shareholders
we are grateful for their faith in the Company. We greatly value their trust.
On behalf of the Board
Karachi Jafferali M. Feerasta
12 October 2000 Chairman
Notice of Annual General Meeting
Notice is hereby given that the 20th Annual General Meeting of the Company will be held at Pearl
Continental Hotel, Karachi on Saturday 25 November 2000 at 9.00 a.m. to transact the following business:
Ordinary Business:
1. To confirm the minutes of the last Annual General Meeting held on 8 December 1999.
2. To receive, consider and adopt audited accounts together with the Directors' and Auditors' Reports
thereon for the year ended 30 June 2000.
3. To elect seven (7) Directors of the Company in accordance with the provisions of Section 178 of
the Companies Ordinance 1984 for a period of three (3) years commencing from 22 December
2000.
4. To approve payment of final dividend @ 40% i.e Rs. 4.00 per share for the year ended 30 June
2000 as recommended by the Board of Directors.
5. To appoint Auditors of the Company and to fix their remuneration.
6. To transact such other ordinary business as may be placed before the meeting with the permission
of the Chair.
Special Business:
7. To approve the remuneration payable to the fulltime working Directors including the Chief Executive
of the Company.
Statement under section 160 of the Companies Ordinance 1984, pertaining to the Special Business
alongwith the resolutions proposed to be passed is being sent to the Shareholders with the notice.
By order of the Board
Karachi Fateh Mohammad Khera
12 October 2000 Company Secretary
Notes:
1. In accordance with Section 178(1) of the Companies Ordinance, 1984 the number of Directors to
be elected has been fixed as seven (7). The retiring Directors, namely Mr. Jafferali M. Feerasta,
Mr. Badruddin J. Feerasta, Mr. Muhammad Rashid Zahir, Mr. Amiruddin J. Feerasta,
Mr. Nooruddin B. Feerasta (Sr.), Mr. Amin A. Feerasta and Mr. Abdul Hayee being eligible, have
notified their intention to offer themselves for re-election as Directors.
2. In terms of Section 178(3) of the Companies Ordinance, 1984 any person who seeks to contest an
election to the office of Director, whether he is a retiring Director or otherwise, shall file with the
company, not later than fourteen (14) days before the date of this meeting, a notice of his intention
to offer himself for election as a Director.
3. Share transfer books of the Company will remain closed from 16 November 2000 to 25 November
2000 (both days inclusive) for determining the entitlement of dividend. The members whose names
appear in the register of members as at the close of business on 15 November 2000 will qualify for
payment of dividend.
4. A member entitled to attend and vote at this meeting may appoint another member as his or her
proxy to attend and vote. Proxies in order to be effective must be received at the Registered Office
of the Company not less than 48 hours before the time of holding the meeting.
5. Accountholders/sub-accountholders holding book entry securities of the Company in Central
Depository System (CDS) of Central Depository Company of Pakistan Limited (CDC) who wish
to attend the Annual General Meeting are requested to please bring their original National Identity
Card or original passport with a photocopy duly attested by their bankers along with participant's
I.D. No. and their Account No. in CDS for identification purposes. In case of corporate entity, the
Board of Directors' resolution/power of attorney with specimen signature of the nominee shall be
produced (unless it has been provided earlier) at the time of the meeting.
6. Shareholders are requested to notify the Company of any change in their addresses immediately.
STATEMENT UNDER SECTION 160 OF THE COMPANIES ORDINANCE 1984
This statement sets out the material facts concerning the special business to be transacted at the 20th
Annual General Meeting of Rupali Polyester Limited to be held on 25 November 2000.
Subject to re-election of working Directors and subsequent re-appointment of the Chief Executive,
approval of the shareholders will be sought for the remuneration payable to them in accordance with their
terms and conditions of service. For this purpose it is intended to propose that the following resolution
be passed as an Ordinary Resolution, namely:
"RESOLVED THAT the Company hereby approves and authorises the holding of offices of profit and
payment as remuneration consisting of salary and allowances to Mr. Badruddin J. Feerasta, Chief Executive,
Mr. Nooruddin B. Feerasta (Sr.), Executive Director and Mr. Abdul Hayee, Finance Director not exceeding
Rupees 12 million per annum, exclusive of perquisites and other benefits to which they are entitled under
their terms of employment.
FURTHER RESOLVED THAT in the event of any of the aforesaid offices of profit falling vacant, the
approval hereby given shall be equally applicable to any other person appointed to fill such vacancy."
AUDITORS REPORT TO THE MEMBERS
We have audited the annexed balance sheet of RUPALI POLYESTER LIMITED as at 30 June 2000 and
the related profit and loss account, statement of changes in equity and cash flow statement 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 an 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 the 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 respectively give a true and fair view of the state of the Company's
affairs as at 30 June 2000 and of the profit, its cash flows and changes in equity for the year then
ended: and
d) in our opinion Zakat deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of
1980). was deducted by the Company and deposited in the Central Zakat Fund established Under
Section 7 of that Ordinance.
12 October 2000 Qavi & Co.
Karachi Chartered Accountant,
Balance Sheet
as at 30 June 2000
Amount in Rs. '000
Note 2000 1999
SHARE CAPITAL AND RESERVES
Authorised Capital
35.000.000 Ordinary Shares of Rs. 10 each 350,000 350,000
Issued, Subscribed & Paid-up Capital 3 340,685 340,685
Reserves 1,031,490 1,024,490
Unappropriated Profit 1,930 4,795
------------ ------------
1,374,105 1,369,970
NON-CURRENT LIABILITIES
DEFERRED LIABILITIES
Provision for Staff Gratuity 32,637 25,289
Provision for Deferred Taxation 44,792 22,420
------------ ------------
77,429 47,709
CURRENT LIABILITIES
Short Term Finances 4 234,757 429,635
Advances. Deposits, Retentions 5 143,624 152,367
& Other Payables
Creditors & Accrued Expenses 6 83,012 103,677
Provision for Taxation 95,151 50,265
Proposed Dividend 136,274 102,206
------------ ------------
692,818 838,150
CONTINGENCIES & COMMITMENTS 7 -- --
------------ ------------
2,144,352 2,255,829
========== ==========
ASSETS
NON-CURRENT ASSETS
FIXED CAPITAL EXPENDITURE
Operating Fixed Assets 8 635,516 633,201
Capital Work in Progress 9 23,686 24,651
659,202 657,852
LONG TERM DEPOSITS &
PREPAYMENTS 10 5,777 8,779
664,979 666,631
CURRENT ASSETS
Stores,  Spares & Loose Tools 11 125,576 123,579
Stock in Trade 12 562,324 596,478
Trade Debts 13 11,825 13,329
Loans. Advances, Deposits,
Prepayments & Other Receivables 14 743,934 645,079
Cash and Bank Balances 15 35,714 210,733
------------ ------------
1,479,373 1,589,198
------------ ------------
2,144,352 2,255,829
========== ==========
The annexed notes form an integral part of these accounts
Badruddin J. Feerasta Nooruddin B. Feerasta (St.)
Chief Executive Director