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Dewan Salman Fibre Limited
Annual Report 2001
CONTENTS
Company information
Notice of Meeting
Directors' Report
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 GAAP and US GAAP
Pattern of Share Holding
COMPANY INFORMATION
BOARD OF DIRECTORS DEWAN ZIA-UR-REHMAN FAROOQUI
President / Chief Executive
DEWAN ASIM MUSH.FIQ FAROOQUI
Managing Director
HO SIK KI
HIROSHI KANAMORI
DEWAN GHULAM MUSTAFA KHALID
DEWAN MOHAMMAD YOUSUF FAROOQUI
DEWAN MOHAMMAD AYUB KHALID
DEWAN ABDUL REHMAN FAROOQUI
YOUNG KYUN BANG (Alternate Director)
M. MEGURIYA (Alternate Director)
AUDITORS FARUQ ALI & COMPANY
CHARTERED ACCOUNTANTS
FEROZE SHARIF TARIQ & COMPANY
CHARTERED ACCOUNTANTS
SECRETARY FARRUKH S. ANSARI
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,
17, STREET-84,
SECTOR G-6/4, ISLAMABAD-44000.
BANKERS ABN AMRO BANK
AL BARAKA ISLAMIC INVESTMENT BANK
ALLIED BANK LIMITED
AMERICAN EXPRESS BANK
ASKARI COMMERCIAL BANK LIMITED
BANK AL FALAH
BANK OF CEYLONE
BANK OF KHYBER
CITIBANK N.A
CREDIT AGRICOLE INDOSUEZ
EMIRATES BANK INTERNATIONAL LIMITED
FAYSAL BANK LIMITED
HABIB BANK LIMITED
HONG KONG & SHANGHAI BANKING CORPORATION LIMITED
MASHREQ BANK LIMITED
MUSLIM COMMERCIAL BANK LIMITED
NATIONAL BANK OF PAKISTAN
PICIC COMMERCIAL BANK LIMITED
SOCIETE GENERALE, THE FRENCH AND INTERNATIONAL BANK
STANDARD CHARTERED BANK PLC
UNITED BANK LIMITED
UNION BANK LIMITED
NOTICE OF TWELVTH ANNUAL GENERAL MEETING
Notice is hereby given that the 12th Annual General Meeting of DEWAN SALMAN FIBRE LIMITED
will be held on December 31, 2001 at 4.00 p.m, at 46 Nazim-ud-din Road, F-7/4, Islamabad, to
transact the following business:
ORDINARY BUSINESS:
1. Recitation from HOLY QURAN.
2. To read and confirm the minutes of the Eleventh Annual General Meeting held on March
21, 2001.
3. To receive, consider and adopt the annual audited accounts for the year ended
June 30, 2001, together with the Directors' and Auditors' Report thereon.
4. To approve issuance of Bonus Shares @ 12.5%.
5. To appoint Auditors of the Company for the year ending June 30, 2002 and to fix their
remuneration.
SPECIAL BUSINESS:
6. To consider and approve an increase in the Authorized Capital of the Company from
Rs.3,600 million to Rs.6,300 million.
7. To consider and approve alterations in the Articles of Association of the Company.
8. To transact any other business with permission of the Chair.
By Order of the Board
(FARRUKH S. ANSARI)
Date: December 10, 2001 Chief Financial Officer/
Place: Islamabad Company Secretary
NOTES:
1. The Shares Transfer Books of the Company will remain closed from Saturday, December
29, 2001 to Friday, January 4, 2002 (Both days inclusive).
2. A member entitled to attend and vote at this meeting, is entitled to appoint a proxy
to attend and vote on his/her behalf. A proxy must be a member of the Company.
Proxy forms in order to be effective must be received at the Registered Office of the
Company located at 17-Dewan Centre, Street 84, Sector G-6/4, Islamabad duly
stamped and signed not less than 48 hours before the meeting.
3. CDC shareholders desiring to attend the meeting are requested to bring their original
National Identity Card, Account and Participant's ID number and their account
number at the time of attending the Annual General Meeting in order to facilitate
identification of the respective shareholders.
4. Members are requested to promptly communicate to the Company any change in
their address.
"Statement under Section 160 of the Companies Ordinance, 1984 is attached with the
Annual Report circulated to the members of the Company"
STATEMENT UNDER SECTION 160 OF THE COMPANIES ORDINANCE, 1984
This statement is annexed to the Notice of the 12th Annual General Meeting of Dewan Salman
Fibre Limited to be held on December 31,2001 and sets out material facts concerning the Special
Business to be transacted at the Meeting.
1. Increase in Authorized Capital
The Board of Directors of the Company recommends to increase the Authorized Capital
of the Company from Rs. 3,600 Million to Rs. 6,300 Million by creation of 270 Million Ordinary
Shares of Rs. 10/- each. The primary objective to increase the Authorized Capital is to cater
to possible future requirements such as issuance of Right, Bonus Shares, fresh issue of shares,
etc. In this regard following Resolution is proposed to be passed, with or without modification,
as a "SPECIAL RESOLUTION".
"RESOLVED THAT THE AUTHORIZED CAPITAL OF THE COMPANY BE AND IS HEREBY
INCREASED FROM RS. 3,600 MILLION TO RS. 6,300 MILLION BY CREATION OF 270
MILLION ORDINARY SHARES OF RS. 10/- EACH AND TO EFFECT THE SAME, CLAUSE V OF
THE MEMORANDUM OF ASSOCIATION AND ARTICLE NO. 4 (A) OF THE ARTICLES OF
ASSOCIATION BE AND ARE HEREBY AMENDED TO READ AS FOLLOWS:
CLAUSE V OF MEMORANDUM OF ASSOCIATION OF THE COMPANY.
THE AUTHORIZED CAPITAL OF THE COMPANY IS RS, 6,300 MILLION (RUPEES SIX THOUSAND
THREE HUNDRED MILLION) DIVIDED INTO 630 MILLION ORDINARY SHARES OF RS. 10/-
EACH. THE COMPANY SHALL HAVE POWERS TO INCREASE OR REDUCE THE SHARE
CAPITAL FROM TIME TO TIME AS IT MAY THINK PROPER AND THE SHARES FORMING THE
CAPITAL-ORIGINAL, INCREASED OR REDUCED, MAY BE DIVIDED INTO SUCH CLASSES,
IN ACCORDANCE WITH THE PROVISIONS OF THE COMPANIES ORDINANCE, 1984.
ARTICLE NO. 4 (A) OF THE ARTICLES OF ASSOCIATION OF THE COMPANY.
THE AUTHORIZED CAPITAL OF THE COMPANY IS RS. 6,300 MILLION (RUPEES SIX THOUSAND
THREE HUNDRED MILLION) DIVIDED INTO 630 MILLION ORDINARY SHARES OF RS. 10/-
EACH."
2. Alteration of Articles of Association of the Company
The Company had given special rights to Bankers Equity Limited/Asian Development Bank
in its Articles of Association. The provisions of Articles of Association containing such rights
are no longer required as the Company has paid off all its obligations towards Bankers
Equity Limited/Asian Development Bank. Hence it is necessary to amend the Articles of
Association as the subject articles have become redundant, In this regard following
Resolution is proposed to be passed, with or without modification, as a "SPECIAL RESOLUTION".
"RESOLVED THATTHE ARTICLES 60-B AND 99-A CONTAINED IN THE ARTICLES OF ASSOCIATION
OF THE COMPANY BE AND ARE HEREBY DELETED".
"THE ARTICLE 51 CONTAINED IN THE ARTICLES OF ASSOCIATION OF THE COMPANY BE
AND IS HEREBY AMENDED TO READ AS FOLLOWS:
THE BOARD OF DIRECTORS SHALL CONSIST OF EIGHT (8) DIRECTORS. IF FOR ANY REASON
THERE OCCURS A VACANCY IN 1HE BOARD OF DIRECTORS, SUCH VACANCY SHALL BE
FILLED BY THE BOARD OF DIRECTORS".
DIRECTORS' REPORT
Your Directors take pleasure in presenting to you the Twelfth Annual Report of the Company
together with the Audited Accounts for the year ended June 30, 2001.
The year under review was an eventful year for your company in which full impact of merger
of Dhan Fibre (Unit-IV) into your company as well as first year of commercial operations of the
acrylic unit are reflected. Also the synergy benefits accrued post merger in respect of production
capabilities also contributed significantly towards total turn over.
Your company earned net profit before tax of Rs. 795.281 million after setting off the net loss
incurred in acrylic business of Rs. 149.149 million.
The salient features of the accounts are provided below:
(Rs. in '000)
* Gross Sales 17,972,447 * Debt-- Equity Ratio 51:49
* Sales Tax 2,371,298 * Current Ratio 1:1.03
* Depreciation 1,240,420 * Earnings Per Share (Rs.) 2.23
* Gross Profit 2,182,529 * Return on Equity (%) 14.24
* Operating Profit 1,892,843 * Breakup Value (Rs.) 14.63
* Financial Charges 1,047,855 * Gross Margin (%) 12.14
* Net Profit before Tax 795,281 * Operating Margin (%) 10.53
* Net Profit after Tax 630,669 * Net Margin (%) 3.51
We humbly and gratefully bow our heads before Almighty Allah, the most Gracious and Merciful,
who has rewarded and blessed your company with His innumerable bounties in these difficult
times.
IF YE GIVE THANKS, I WILL GIVE YOU MORE (AL-QURAN)
Your Directors have recommended distribution of Bonus Shares at the rate of 12.5% i.e, one Bonus
Share for each eight Shares held for the year and are pleased to propose appropriation of profit
in the following manner:
(Rs. in 000)
Profit for the year 2000-2001 630,669
Un-appropriated profit brought forward 196,626
Transfer from share premium account 224,004
------------------
Profit available for appropriation 1,051,299
==========
Appropriations
Reserve for issue of bonus shares @ 12.5% 378,626
Un-appropriated profit carried forward 672,673
------------------
Total 1,051,299
==========
The Board of Directors has transferred Rs. 224.004 million from Share Premium Account for issuing
fully paid bonus shares to the shareholders of the company.
REVIEW ON ACCOUNTS
The financial performance, for the year under review, of the company is the first year of
combined operating results of all four units. Hence turn over of the company increased by 167%
over the past year. More over, de-bottlenecking and technical upgrading activities as reported
in last Annual Report also brought significant impact.
The negative goodwill amounting to Rs.52.011 million appearing in the Balance Sheet represents
the excess of fair value of the net assets acquired over the acquisition cost of Dhan Fibres Limited
(Unit-IV) after adjusting for the goodwill amounting to Rs. 842 million, The estimation of fair value
of assets was carried out by M/s Iqbal A. Nanjee & Company (a leading firm of surveyors, valuers
and engineering consultants recognized by financial institutions). The amount of negative
goodwill will be amortized over a period of 10 years.
Depreciation provided for the year carries an additional charge of Rs. 90 million resulting from
estimation of fair value of assets of Unit-IV as prescribed by International Accounting Standards.
Thus, this year depreciation includes an extra Rs. 180.36 million due to revaluation of Assets
carried out last year and adjustment this year.
The incidence of tax has increased to Rs. 164 million in the year under review from Rs. 34 million
in the preceding year as Unit-I, Unit-III and Unit-IV are liable to taxation. The tax holiday for Unif-
II will continue till June 2003.
FINANCIAL OBLIGATIONS
Alhamdolillah, as always your company has fulfilled its financial obligations on time. With
Almighty Allah's blessings, your company has redeemed the entire principal and interest of Euro
Convertible Bonds (ECB) amounting to US $ 38.222 million equivalent to Rs. 2,301 million on May
04, 2001 i.e on its due date.
The ECB were issued in the international capital market in May 1994 for an amount of US $ 45
million as part of financial scheme for the company's polyester Unit-II. The ECB were for a seven
years tenor carrying an option of conversion to equity. It was the first such issue from Pakistan
and todate is the only private sector instrument in the international capital market. Subsequent
to the issue, an amount of US $ 7.710 million was converted into shares of the company.
Throughout the tenor, the company paid the coupon amount on the respective due dates.
The Board wishe to place on record it's gratitude to international bondholders for reposing their
trust and confidence in our company. It would also wishes to thank The Ministry of Finance, State
Bank of Pakistan, Securities and Exchange Commission and the Bankers who lent their support
in the floatation and repayment of ECB.
The final installment of US $ 20 million lease financing obtained from Al-Tawfeek Company for
Investment Funds for meeting cost of machinery and equipment for Unit-II was also remitted on
its due date in April 2001.
Your company shall continue to follow a conservative financial profile and will focus on meeting
its future debt servicing requirements through its own cashflows. It intends to accomplish this by
achieving higher level of operational efficiencies.
IMPACT OF MERGER
As forecasted in the previous Directors' Report we are pleased to state that with the blessing
of Almighty Allah and the dedicated efforts of the engineering staff the production capacity
of polyester fibre has increased to 250,000 tons per annum. This was achieved by applying
technology and know-how gained over decade long experience in polyester manufacturing
process. As a result the combined polyester fibre production increased by over 16% to 225,302
tons as compared to output of 193,743 tons in the preceding year.
The quality and product characteristics of Unit-IV have been brought at par with Unit-I and Unit-
II and the discount in selling price, which was being provided prior to merger, is gradually being
reduced.
The management of the plant is now working towards further de-bottlenecking of the capacity
and increasing production efficiencies. Moreover, the Engineering and Technical team has
already developed various new varieties and are in the process to carry out this exercise further.
The Board is happy to report that already your company succeeded in selling about 16 different
varieties in polyester and 10 different varieties in acrylic. The pioneering role in developing newer
varieties is continuously the motto of our Engineering and Technical staff.
FUTURE OUTLOOK OF POLYESTER INDUSTRY
The Chinese polyester fibre producers are aggressively expanding their capacities thus distorting
the regional market and trading environment. The polyester fibre capacities built in the Far East
relying on exports to China are reverting to distress sales in the region thus causing excesses in
the regional supplies and weakening the prices of polyester fibre. USA, European Union and India
have already imposed anti dumping duties to protect their domestic industrial investments in
the wake of slow down of downstream textile industry.
The Chinese market has got maximum leverage over all chemical fibres as not only they are
big producers themselves but at the same time being the largest consumer of chemical fibres
in the world, they are still big importers of chemical fibres. The dynamics are such that they are
capable of becoming very competitive exporting country as well, The Chinese leverage is not
just impacting polyester and other chemical fibre industry, but it is also dictating movement of
raw material prices as well as downstream textile industry.
In the absence of anti dumping support from the Government the local polyester fibre prices
are continuously under pressure, consequently exerting pressure on the already meager margins
in the industry. The local businesses will have to upgrade themselves to world scale size and
improve their efficiencies to international levels to combat the onslaught of cheap and dumped
material. It is a big and difficult challenge to overcome as the infrastructure, financial and other
costs of doing business are comparatively higher in Pakistan. Your company is striving to combat
this challenge by increasing efficiencies through de-bottlenecking and cross technology synergy.
The initiative taken by the Honorable Minister of Commerce to look for markets for domestic
polyester fibre exports, especially to china, using existing good political relations between the
two countries holds a ray of hope for the industry. However, this can only be achieved if the
Government provides supportive duty draw back regime to the industry, The Government will
have to comprehend this situation and should expeditiously move to avail this window of
opportunity. This matter assumes further significance as the expansion of Ibrahim Fibres and ICI
is expected to come on stream by mid of next year adding further capacity of 180,000 tons of
polyester fibre in an already saturated market.
UNIT III --ACRYLIC FIBRE AND TOW
Your directors are pleased to report the results of first year of commercial operations. Though
the company has suffered a loss of Rs. 149 million before tax in it's maiden year, the Board feels
that the operations will improve significantly in the current year.
The technical operations are running smoothly and producing high-class acrylic fibre and tow,
both dyed and raw white. The company is slowly and successfully penetrating the market despite
having to compete with the menace of dumping. Furthermore, acrylic products are being
smuggled in the country without any let and hindrance through the porous border of Afghanistan.
On the other hand, some rogue importers are getting their consignments cleared through mis-
declaration of C&F values, quantity and quality to evade custom levies especially at dry ports
in the interior of the country where custom authorities are not suitably equipped to counter such
menace.
The documentation drive of the Government and strikes by the unorganized sector also played
its role in the stockpiling of inventory as your company's downstream industry operates in
unorganized sector.
The Board is confident that with the hard efforts of Technical and Marketing staff and thorough
enhancing technical skills for developing more and more varieties as well as cost saving
operations together with Government support for eradicating malpractices as enumerated
above and above all with the blessing of Allah, your company will be able to overcome these
difficulties and will be able to make its acrylic operations contributing to profits of the company.
TARIFF PROTECTION AND FISCAL ISSUES
Polyester Fibre Industry
In the previous budget the tariff regime for polyester fibre was retained and subsequently
Government excluded polyester fibre from the ambit of Duty and Tax Remission for Export (DTRE)
scheme.
On the other hand the Government announced a phased reduction in the duty draw back rates
applicable to domestic consumption of polyester fibre for export purposes. APTMA has made
a representation to the Government for review of the decision. The polyester fibre producers
also support their viewpoint and urge the Government to restore the drawback rates to previous
level. However in order to enable local industry to compete internationally the Government
should take note of duty drawbacks made available to the competing countries. For example
in India where the entire chemical chain is available locally the Government is providing duty
drawback to the textile industry at 13% of FOB value, equal to Pakistani Rs. 12. T0 per kg. of
polyester fibre, although no duty is collected by the state in the value addition process.
If the Government wishes to achieve the targets laid down in its 'Fibre Vision 2005' it will have
to take bold steps for providing supportive export policy as well providing due protection to the
local industry from the unrealistic competition from abroad and menace of dumping.
The Government should implement multiple duty slabs in the next budget to accommodate
various steps in the value addition chain. It is indicated that the top duty rate will come down
to 25% in the forthcoming budget. The Government should freeze the current tariff regime
available to polyester industry for a period of five years to provide certainty and if it wishes to
induct further polyester fibre capacity as envisaged in the 'Fibre Vision 2005'.
Acrylic Fibre Industry
Instead of providing support to the fledgling industry the import duty was reduced to 20% in the
last budget thus adding further miseries in our first year of operation. The industry has been
suffering world wide from recession and the menace of dumping and due to this fact several
countries like India, Indonesia and Malaysia have responded by levying harsh anti dumping
duties whereas the Government of Pakistan is turning deaf ear to our requests for protection
instead of imposing punitive antidumping duties on rogue exporters. We strongly urge the
Government to atleast bring the acrylic fibre and tow duty to 25% i.e. in line with the duty on
polyester fibre,
In the past, Government had provided high protective duties to polyester fibre industry which
enabled it to prosper and grow from a modest capacity of 12,000 tons in 1982 to over 425,000
tons in 2001. Similarly, the acrylic industry should also be provided with a supportive tariff so that
it can replicate the success of polyester industry in the country. Large-scale acrylic industry would
not 0nly boost the development of downstream textile and worsted industry but also develop
newer products for local and export market.
Furthermore, there is very high import duty of 20% on dyestuff being used to produce dyed fibre
and tow, thereby leaving no protection to these products which comprise almost 90% of the
market. The Government should reduce the duty on dyestuff to the level that is available for
primary raw materials. As none of the dyestuff is produced locally therefore reduction in duty
will not pose any threat to local industry.
In the last budget the Government has levied 20% sales tax on polyester fibre, its raw materials,
acrylic fibre and tow and its raw materials instead of 15% applicable generally on all other
products. This is causing another setback in the growth of chemical fibres particularly our acrylic
business. Yet there is another discrepancy in respect of acrylic products where the rate of sales
tax is 20% whereas on the import of acrylic tops the rate applicable is 15%, Acrylic tow and tops
are similar products where through a small and simple process tow is converted to tops, This has
provided opportunities to such rogue importers who are not utilizing their sales tax payments
in value added chain and have got an incentive to further manipulate on this discrepancy. We
strongly urge the Government to review the rate of 20% sales tax on the acrylic fibre and tow
and bring it down to 15% as is in the case of other products.
CONTRIBUTION TO NATIONAL EXCHEQUER
During the year, your Company's contribution to the National Exchequer amounted to about
Rs. 3,655.063 million in respect of payments under Sales Tax, Custom Duty and other statutory
levies as well as tax deducted from payments made to employees, suppliers and contractors,
VOTE TO THANKS
The Board places on record its gratitude to its valued shareholders, Federal and Provincial
Government functionaries, banks, financial institutions and customers of Salsabil, whose
cooperation, continued support and patronage have enabled the company to achieve the
desired results.
The Board also expresses its appreciation for the valuable services, loyalty and laudable efforts
continuously rendered by the executives, staff members and workers of the company. It
recognizes that they are the most valuable assets of the company. The Board also appreciates
the efforts of those executives, staff members and workers of Unit-IV who decided to continue
with the new management and worked wholeheartedly for achieving the targets and integrating
into the company.
AUDITORS
The Auditors of the Company, M/s. Faruq Ali and Company, Chartered Accountants and M/s.
Feroze Sharif Tariq and Company, Chartered Accountants, retire and offer their services for re-
appointment for the ensuing year.
CONCLUSION
In conclusion, we bow, beg and pray to Almighty Allah, Rahman-e-Rahim, in the name of our
beloved prophet, Muhammad, peace be upon him, for continued showering of His Blessings,
Guidance, Strength, Health and Prosperity on us, our company, Country and Nation: and also
pray to Almighty Allah to bestow peace, harmony, brotherhood and unity in true Islamic spirit
to the whole of Muslim Ummah, Ameen, Summa-Ameen.
LO-MY LORD IS INDEED HEARER OF PRAYER (HOLY QURAN)
For and on behalf of the Board of Directors
DEWAN ZIA-UR-REHMAN FAROOQUI
Islamabad: 30th November 2001 President / Chief Executive