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Diamond Industries limited
Annual Report 2001
CONTENTS
DIAMOND INDUSTRIES LIMITED
Company Information
Notice of Annual General Meeting
Directors' Report to the Members
Auditors' Report to the Members
Balance Sheet
Profit and Loss Account
Cash Flow Statement
Notes to the Accounts
Pattern of Shareholding
ACCOUNTS OF SUBSIDIARY COMPANY
DIAMOND POLYMERS (PVT) LIMITED
Company Information
Auditor's Report
Balance Sheet
Profit and Loss Account
Cash Flow Statement
Notes to the Accounts
Pattern of Shareholding
CONSOLIDATED FINANCIAL STATEMENT
DIAMOND INDUSTRIES LIMITED AND SUBSIDIARY
General Information (Subsidiary)
Auditor's Report to the
Board of Directors
Consolidated Balance Sheet
Consolidated Profit and Loss Accounts
Consolidated Cash Flow Statement
COMPANY INFORMATION
BOARD OF DIRECTORS: MR. WAQAR A. SHAFFI
Chairman/Chief Executive
MR. MUHAMMAD SAEED
MR. SHARIQ IFTIKHAR
MR. M.H. PERVEZ
SYED M. NAWAZ
MR. SOHAIL MALIK
MR. AMANULLAH GULZAR
COMPANY SECRETARY: MR. NAZIR AHMAD
AUDITORS: SALEEM AHSAN & CO.
Chartered Accountants
LEGAL ADVISORS: IRTIZA ALI NAQVI & ASSOCIATES
BANKERS: ALLIED BANK OF PAKISTAN LIMITED
EMIRATES BANK INTERNATIONAL
FIDELITY INVESTMENT BANK LIMITED
PICIC COMMERCIAL BANK LIMITED
NATIONAL BANK OF PAKISTAN LIMITED
PLATINUM COMMERCIAL BANK LIMITED
REGISTERED OFFICE: PLOT NO. 25, GADOON AMAZAI,
INDUSTRIAL ESTATE, SWABI (N.W.F.P.)
TEL: 05:372-70297, 70:397, 70597
Email: dgi@drm.psw.erum.com.pk.
WORKS: PLOT NO. 25, GADOON AMAZAI,
INDUSTRIAL ESTATE, SWAB1 [N.W.F.P.)
TEL: 05:372-70297
SHARES DEPARTMENT: MALIK BAGH, BARADARI ROAD,
SHAHDARA, LAHORE.
TEL: 111-111-666,79:32001-7
FAX: 92-42-7925299, TLX: 44590 DRM PK.
Email: diamond@brain.net.pk
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that the 12th Annual General Meeting of Diamond Industries Limited
will be held at Principal Office of the Company at Malik Bagh, Baradari Road, Shahdara,
Lahore,onDecember27,2001 at 3.00P. M. to transact the following business:
1. To confirm the minutes of the Last Annual General Meeting held on 14th Feb., 2001.
2. To receive, consider and adopt the Annual Audited Accounts of the Company together
with the Auditors' and Directors' Reports for the period ended June 30, 2001.
3. To appoint Auditors and fix their remuneration.
4. To consider any other matter of the Company with the permission of the Chair.
SHARE REGISTRAR ADDRESS: By Order of the Board
Diamond Industries Limited
Malik Bagh, Baradari Road,
Shahdara, Lahore.
Lahore NAZIR AHMAD
December 03,2001 Company Secretary
NOTES:
1. The Share Transfer Books of the Company will be closed from December 21, 2001 to
December 27, 2001 (both days inclusive).
2. A member entitled to attend and vote at this Meeting may appoint another member as
his/her proxy to attend and vote on his/her behalf. The instrument appointing a proxy
must be received by the Company not later than 48 hours before the meeting.
3. Members are requested to notify any change in address immediately.
4. Kindly quote Folio Number in all correspondence with the Company.
DIRECTORS' REPORT TO THE MEMBERS
I welcome you to the 12th Annual General Meeting of your company and pleased to present to you on behalf of the Board of
Directors the financial results of the company along with the Audited Accounts for the year ended June 30, 2001.
The financial results of the company are as under:
(In Rs.)
Loss for the year (29,595,947)
Un-appropriated profit/(loss) 117,216,148
------------------
87,620,201
Prior year adjustment 25,005,735
------------------
Unappropriated profit c/f to balance sheet 112,625,936
==========
REVIEW
The Foam manufacturing unit in Gadoon Amazai remained closed throughout the year. The chemical unit at Lahore however
remained operational but the turnover and results of the business are relatively insignificant and have resulted in a small gross
loss to the company. Further the markup accrued on the Forced Demand Finance, which was a direct result of illegal and
arbitrary encashment of bank guarantees by the Central Board of Revenue in October 1999, as explained in preceding report, has
resulted in a heavy operating loss. In order to apprise the esteemed members of the correct and factual status of our claim of
Rs. 477 million against the Central Board of Revenue, Government of Pakistan, I briefly state below the following facts.
In spite of very clear interim order dated 19.02.1999 of the Honorable Supreme Court of Pakistan, The Collector of Customs,
Peshawar presented bank guarantees to the tune of Rs. 260.568 (M) to our bankers, Allied Bank of Pakistan Shahdara Branch,
Lahore and by exerting unlawful and undue pressure upon the bank, managed to encash the guarantees on 19.10.1999 and
10-11-1999. Subsequently, on 5th. June 2000, the Honourable Supreme Court of Pakistan, accepted our appeal and declared all
the related orders of the Central Board of Revenue, unlawful, discriminatory and consequently quashed the same. The operative
part of the judgement is reproduced below for information and evaluation of our esteemed members.
Quote: "For the Foregoing reasons, this appeal is accepted decisions already made by the respondents in the matter of the
appellant inclusive of order dated 27. 04.2000 of Member customs, C.B.R. Are hereby declared to be without lawful authority
and of no legal effect and quashed. The member C.B.R. is hereby directed to decide afresh the case of the appellant as regards on
time relief of 25% the total duty value of the raw materials on the basis of the same criteria and the parametes applied in the case
of M/S. Al Khair Gadoon and M/S. Khyber Plastic Industries and full benefit should be given in the light of the observations and
the facts noted above. As the matter has already been delayed, the needful shall be done within one month from the receipt of this
judgement" Unquote"
Note:- Copy of full text judgement of the Honourable Court can be provided upon request of any member.
Your company immediately approached the member customs, C.B.R. , who again ignored the directions of the court and relief
was not given as ordered by the Honourable Court. The matter was again taken up before the Honourable Supreme Court vide
criminal original number 35/2000 in CA. No. 903/1999 and order dated 19. 01.2001 was passed, which is reproduced below:
Quote: "In order to avoid multiplicity of proceedings. Mr. Aitzaz Ahsan is directed to appear before the learned member
customs on 26.01.2001 to present his viewpoint as to how the judgement of this Court has not been implemented in letter and
spirit. The learned member (customs), after hearing Mr. Aitzaz Ahsan, shall pass such orders, assigning reasons thereof as he
may deem fit in accordance with law. "Unquote:
As directed by the Honourable Court, Mr. Aitzaz Ahsan appeared before the member customs on 26.01.2001 and represented
our case in length. Even after passing more than 9 months, fresh decision from the member customs, C.B.R. is still awaited. It
appears that the learned member Customs has opted to defy the orders of the Honourable Supreme Court of Pakistan, in as
much, even after passing of over 10 months, he has refrained from passing orders as required. In view of his defiance, your
company has recently again filed an application before the Honourable Supreme Court of Pakistan, which outcome is still
awaited.
As reported in the preceding report, your company remained actively involved in quantifying the losses suffered by it due to
illegal and unfair trade practice by the Chairman, office bearers, directors and certain officers of the Karachi and the Lahore
stock exchanges. The Company had made various representations before the Securities & Exchange Commission of Pakistan
and filed various claims against certain members and the Karachi Stock Exchange. Following claims are of significant
importance.
1. The company had filed a complaint against M/S. First Capital ABN AMRO Equities (Pak) Limited, presently First
Capital Equities (Pvt) Limited, Member Karachi and the Lahore Stock Exchanges before the SECP for fraudulent
handling and withdrawal of its shares lying with them in the CDC sub account of the company. The Company had
also requested the SECP not to permit change of name and management to M/s First Capital ABN AMRO (Pak)
Ltd, which request apparently fell to deaf ears and the SECP allowed the change. However the counter claim filed
with the Sind High Court in suit no. 808/2000 is still pending before the Honourable Court.
2. The company has filed a claim for Rs. 488.83.million against the Karachi Stock Exchange and its member Hanif
Moosa for illegal withdrawal and sale of shares, properties of your company, entrusted and lying with the said
member, by the exchange and misappropriation of proceeds thereof.
3. Your company is also in the process of filing suit for recovery and or damages against the Karachi Stock
Exchange and the SECP for illegal, ma-la-fide and fraudulent acts committed by their directors, members and
officials during the period January to June 2000.
SUBSIDIARY
Your Directors are further pleased to report that our subsidiary company namely M/s Diamond Polymers (Pvt) Ltd. (Azad
Jammu & Kashmir) has performed very well during this financial year and increased its sales to the tune of RS. 625 million from
Rs. 588 million last year. This positive result is in spite of increase in cost of raw materials due to increase in international prices
and rupee devaluation and simultaneous decrease in selling price due to stiff resistance from competitors. This has been
achieved due to a very aggressive sales and publicity policy. In this manner the company has increased its market share. which if
sustained, w'111 be beneficial in the long run. The accounts of DPOL are annexed for your reference.
Your directors further wish to apprise you of a pending litigation of the Company with the Central Board of Revenue (CBR),
Government of Pakistan, in the Supreme Court of Pakistan in appeal no. 499 of 2000, whereby your company has challenged
the charging of customs duties and sales tax by the Government of Pakistan on imported raw materials destined for and to be
consumed in Azad Jammu and Kashmir. As per interim orders of the Honourable Court, your company is furnishing bank
guarantees favouring the Collector of Customs corresponding to the amount of duties and taxes payable, which are fully
secured. The balance sheet provides for this liability, which, in the opinion of legal advisors of your company, will never
accrue..
Your directors also wish to inform you that your company enjoyed exemption for payment of income tax under clause 126C of
the Income Tax Ordinance 1979. Income Tax assessments for the last three years were finalized on this basis. Unfortunately, the
Income Tax Department, in sheer violation of the law and with ma-la-fide have unlawfully withdrawn the said exemption on
28th. May 2001. Your company is presently filed appeal before the I.T.A.T Muzafarabad, AJK which upheld the decision of the
I.A.C. Thereupon your company has filed reference before I.T.A.T. and intends to pursue the matter before the Honourable
High Court, Muzafarabad, AJK and, in the opinion of legal counsel, will succeed. In view of this, only the provision for turnover
tax has been provided and reflected in the balance sheet.
AUDITORS
The retiring auditors M/s Saleem Ahsan and Company, Chartered Accountants shall retire and being eligible offer themselves
for re-appointment.
PATTERN OF SHAREHOLDING
The pattern of shareholding under Section 236 of the Companies Ordinance 1984 is annexed to this report.
On behalf of the board I would like to thank all the staff and the management for efforts and contribution.
For and on behalf of the Board
Lahore (WAQAR A. SHAFFI)
Dated: 26 November, 2001. CHIEF EXECUTIVE
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed Balance Sheet of M/S DIAMOND INDUSTRIES LTD., as at June 30, 2001 and the
related Profit & (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 the system of internal control and
prepare and present the above said statements in conformity with the approved accounting standards and the
requirement 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) The Central Board of Revenue (CBR) has force fully encashed the bank guarantee to the company against
the amount payable by the company on account of custom duty. According to management, the encashment
of guarantee was made in the presence of valid interim order by Supreme Court of Pakistan, in favor of
Diamond Industries Ltd., Against this issue. Therefore, while recording the liability effect, the
management recorded the same as receivables from CBR of amounting to Rs. 260,568,683/- as mentioned
in note # 14 in Notes to the Accounts. Currently the receivables are in the process of negotiations with
CBR and hence could not be verified and confirmed.
b) In our opinion, proper books of account have been kept by the company as required by the Companies
Ordinance, 1984:
c) in our opinion:
i) the Balance Sheet and Profit & 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 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;
d) in our opinion and to the best of our information and according to the explanations given to us, the Balance
Sheet and related Profit & Loss Account and 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 subject to the above mentioned clause "a" and its consequential effects on financial position,
respectively give a true and fair view of the state of the company's affairs as at June 30, 2001 and of the
Loss, its changes in equity for the year then ended; and
e) in our opinion no Zakat was deductible at source under Zakat and Ushr Ordinance, 1980.
LAHORE. SALEEM AHSAN & CO.
DATED: 26.11.2001 CHARTEREDACCOUNTANTS
BALANCE SHEET AS ON JUNE 30, 2001
Note 2001 2000
Rupees Rupees
CAPITAL & LIABILITIES
AUTHORIZED CAPITAL
12,000,000 Ordinary shares of Rs. 10 each 120,000,000 120,000,000
========== ==========
ISSUED, SUBSCRIBED & PAID
UP CAPITAL
9,000,000 Ordinary
Shares of Rs. 10 Each 3 90,000,000 90,000,000
Un-appropriated Profit 4 112,625,936 117,216,148
------------------ ------------------
202,625,936 207,216,148
SURPLUS ON REVALUATION
OF FIXED ASSETS 5 45,371,894 50,163,799
LONG TERM LOAN 6 197,372,915 179,405,218
CURRENT LIABILITIES
Short Term Loans - Secured 7 3,592,358 51,643,353
Creditors & Accrued Liabilities 8 10,654,212 13,005,685
Other Liabilities -- 7,432,111
Provision for Taxation 2,864,582 2,654,219
Dividend Payable 780,367 1,084,760
CONTINGENCIES AND COMMITMENTS 9 -- --
------------------ ------------------
17,891,519 75,820,128
------------------ ------------------
463,262,264 512,605,293
========== ==========
The annexed notes form an integral part of these accounts.
Waqar A. Shaffi Muhammad Saeed
Chief Executive Director
PROPERTY & ASSETS
FIXED ASSETS
(At cost less depreciation) 10 88,107,676 90,826,472
Long Term Investment 11 31,772,120 31,772,120
CURRENT ASSETS
Stock in Trade 12 5,992,571 7,562,308
Debtors 4,121,114 3,790,071
Short Term Investment 13 63,417,132 100,883,600
Advances, Deposit, Prepayments &
Others Receivable 14 268,447,385 274,236,354
Cash and Bank Balances 15 1,404,266 3,534,368
------------------ ------------------
343,382,468 390,006,701
------------------ ------------------
463,262,264 512,605,293
========== ==========
Waqar A. Shaffi Muhammad Saeed
Chief Executive Director
PROFIT & LOSS ACCOUNT
For The Year Ended June 30, 2001
Note 2001 2000
Rupees Rupees
SALES 11,079,710 146,722,249
COST OF GOODS SOLD 16 12,278,798 145,499,529
------------------ ------------------
GROSS PROFIT/(LOSS) (1,199,088) 1,222,720
OPERATING EXPENSES:-
Administrative 17 6,064,760 10,268,214
Selling 18 580,465 1,074,222
Financial 19 21,404,365 21,709,969
------------------ ------------------
28,049,590 33,052,405
------------------ ------------------
OPERATING PROFIT/(LOSS) (29,248,678) (31,829,685)
OTHER INCOME/(LOS s) 20 (136,906) 58,228,212
------------------ ------------------
PROFIT/(LOSS) BEFORE TAXATION (29,385,584) 26,398,527
TAXATION 210,363 1,976,881
------------------ ------------------
PROFIT/(LOSS) AFTER TAXATION (29,595,947) 24,421,646
PRIOR YEAR'S ADJUSTMENT 21 25,005,735 --
------------------ ------------------
(4,590,212) 24,421,646
UNAPPROPRIATED PROFIT/(LOSS) B/F 117,216,148 103,148,102
APPROPRIATIONS:
INTERIM CASH DIVIDEND 112,625,936 127,569,748
UNAPPROPRIATED PROFIT/(LOSS) CARRIED 22 -- 10,353,600
------------------ ------------------
FORWARD TO BALANCE SHEET. 112,625,936 117,216,148
========== ==========
Waqar A. Shaffi Muhammad Saeed
Chief Executive Director
CASH FLOW STATEMENT
For The Year Ended June 30, 2001
2001 2000
Rupees Rupees
CASH FLOW FROM OPERATING ACTIVITIES
Net Profit/(Loss) before taxation (29,385,584) 26,398,527
Adjustment for:
Depreciation 2,232,846 2,780,169
Amortization -- 527,417
Financial Expenses 21,404,365 21,709,969
Other Income -- (24,865,378)
Others -- (33,362,834)
------------------ ------------------
Operating Profit Before Working
Capital Changes And Financial Expenses (5,748,373) (6,812,130)
Change in Working Capital
(Increase)/Decrease in Stock in Trade 1,569,737 56,819,143
(Increase)/Decrease in Debtors (331,043) (1,077,319)
(Increase)/Decrease in Advances, Deposit,
Prepayments & Others Receivable 7,758,278 (257,295,900)
------------------ ------------------
8,996,972 (201,554,076)
Increase / (Decrease) in Creditors & accrued liabilities (2,351,473) (3,085,252)
------------------ ------------------
Changes in Working Capital 6,645,499 (204,639,328)
------------------ ------------------
Cash Generated From Operations 897,126 (211,451,458)
Financial Expenses (21,404,365) (21,709,969)
------------------ ------------------
Net Cash Out Flow From Operating Activities (20,507,239) (233,161,427)
------------------ ------------------
CASH FLOW FROM INVESTING ACTIVITIES
Net Fixed Assets (42,651) (1,272,647)
Short Term Investment 48,392,000 (1,067,022)
Payment of Dividend (304,393) (9,336,730)
Sales proceeds of fixed assets 415,479 64,425
Other Income/(Loss) -- 58,228,212
------------------ ------------------
Net Cash Provided By (Use In) Investing Activities 48,460,437 46,616,238