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Dewan Salman Fibre Limited
Annual Report 1999
CONTENTS
Company Information
Notice of Meeting
Directors' Report
Auditors' Report
Balance Sheet
Profit and Loss Account
Cash Flow Statement
Notes to the Accounts
Summary of Differences between IAS, UK GAAP and US GAAP
Pattern of Share Holding
BOARD OF DIRECTORS: AKIRA YAMAMURA
Chairman
DEWAN ZIAUR REHMAN FAROOQUI
President / Chief Executive
DEWAN ASIM MUSHFIQ FAROOQUI
Managing Director
HO SIK KI
DEWAN GHULAM MUSTAFA KHALID
DEWAN MOHAMMAD YOUSUF FAROOQUI
DEWAN MOHAMMAD AYUB KHALID
DEWAN ABDUL REHMAN FAROOQUI
YOON KIM (Alternate Director)
M. MEGURIVA (Alternate Director)
AUDITORS: FARUQ ALl & COMPANY
CHARTERED ACCOUNTANTS
FEROZE SHARIF TARIQ & COMPANY
CHARTERED ACCOUNTANTS
SECRETARY: TARIQ MOHAMMAD KHAN
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,
KARACHF74000.
REGISTERED OFFICE: DEWAN CENTRE,
17, STREET-84,
SECTOR G-6/4, ISLAMABAD-44000.
BANKERS: ABN AMRO BANK
AMERICAN EXPRESS BANK
BANK OF AMERICA
BANK OF KHYBER
CITIBANK
CREDIT AGRICOLE INDOSUEZ
EMIRATES BANK INTERNATIONAL LIMITED
FAYSAL BANK LIMITED
HABIB BANK LTD,
HONG KONG & SHANGHAI BANKING CORPORATION LTD.
MUSLIM COMMERCIAL BANK LTD.
SOCIETE GENERALE, THE FRENCH AND INTERNATIONAL BANK
STANDARD CHARTERED BANK
UNITED BANK LIMITED
NOTICE OF TENTH ANNUAL GENERAL MEETING
Notice is hereby given that the Tenth Annual General Meeting of DEWAN SALMAN FIBRE LIMITED
will be held on 29 December 1999 at 4.00 p.m. at Dewan Centre, 17, Street 84, Sector G-6/4,
Islamabad, to transact the following business:
ORDINARY BUSINESS:
1. Recitation from HOLY QURAN.
2. To read and confirm the minutes of the NINTH ANNUAL GENERAL MEETING held on 31
December 1998.
3. To receive, consider and adopt the annual audited accounts for the year ended 30 June
1999, together with the Directors' and Auditors' Report thereon.
4. To elect eight directors of the Company for a period of three years. The number of
directors to be elected is fixed by the Board of Directors in accordance with the
provisions of Section 178(I) of the Companies Ordinance, 1984. The following retiring
directors are eligible for re-election,
1. Mr. Akira Yamamura
2. Dewan Ziaur Rehman Farooqui
3. Mr. Ho Sik Ki
4. Dewan Ghulam Mustafa Khalid
5. Dewan Mohammad Yousuf Farooqui
6, Dewan Abdul Rehman Farooqui
7. Dewan Mohammad Ayub Khalid
8. Dewan Asim Mushfiq Farooqui
5. To approve the declaration of Cash Dividend @ 7.5% and issuance of Bonus Shares
at the rate of 12.5%.
6. To appoint Auditors of the Company for the year ending 30 June 2000 and to fix their
remuneration.
SPECIAL BUSINESS:
7. To consider and approve short term loans and advances, out of surplus funds available
with the Company to Dewan Textile Mills Limited and / or Dewan Khalid Textile Mills
Limited and / or Dewan Mushtaq Textile Mills Limited in compliance with the provisions
of Section 208 of the Companies Ordinance, 1984.
8. To approve remuneration payable to the Chief Executive and whole-time working
Director.
9. To transact any other business with permission of the Chair.
By Order of the Board
Date: 08 December 1999 (TARIQ MOHAMMAD KHAN)
Place: Karachi Company Secretary
NOTES:
1. The Shares Transfer Books of the Company will remain closed from 28 December 1999
to 05 January 2000 (Both days inclusive).
2. A member entitled to attend, speak and vote at the meeting is entitled to appoint
a proxy to attend, speak and vote for him/her (A proxy must be a member of the
Company).
3. An instrument of proxy and a power of attorney or other authority (if any) under which
it is signed or a notarilly certified copy of such power of attorney, in order to be valid
must be deposited at the registered office of the Company not less than 48 hours
before the time of the meeting,
4.  Members are requested to notify any changes in their address immediately.
"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 Tenth Annual General Meeting of Dewan Salman
Fibre Limited (hereinafter referred to as DSFL) to be held on 29 December 1999 and sets out
material facts concerning the Special Business to be transacted at the Meeting.
1. Investments in Associated Companies
The Board of Directors considers to advance temporary short term financing to the
associated companies out of surplus funds available with the Company, Details of such
financing are given below: 
(i) Name of Borrower Company -- Dewan Textile Mills Limited
and associated undertaking Rupees Fifty Million only
together with the amount of M Dewan Khalid Textile Mills Limited
loan and advance. Rupees Fifty Million only
--  Dewan Mushtaq Textile Mills Limited
Rupees Fifty Million only
(ii) Rate of interest to be charged -- 1% above the rate on which the Lending
on each loan and advance Company has obtained its own
together with the particulars of borrowing.
collateral security to be obtained -- No security is considered necessary as
from borrower. all the companies are under common
management control,
(iii) Period for which these loans and -- Twelve Months
advances will be made
(iv) The terms of repayment or any -- The loans and Advances are adjustable
other terms of loans and within a period of twelve months or as
advances. and when required by the Lending
Company,
(v) Purpose of loans and advances -- The purpose of loans and advances is
to provide any immediate requirement
of working capital of the Borrowing
Company,
(vi) Benefits likely to accrue to the -- The Investing Company and its
Company and its shareholders shareholders will be benefited in a manner
from loans and advances. that their investment will fetch a return
of one percent over and above the
mark up rate at which the Investing
Company has borrowed. Further, the
surplus funds will not remain idle and
will be invested in the most efficient
manner whereby the Investing Company
not only getting good returns but the
funds will also remain at the disposal of
the Investing Company as such loans
and advances are repayable on
demand,
In this regard following resolution is proposed to be passed, with or without modification,
as a "SPECIAL RESOLUTION".
"Resolved that the Board of Directors of the Company be and is hereby authorised to make
temporary short term loans/advances to the following associated companies up to
maximum limit of Rs.50 million each at the mark up rate of 1% above the rate on which
the Company has obtained the borrowing.
Dewan Textile Mills Limited
Dewan Khalid Textile Mills Limited
Dewan Mushtaq Textile Mills Limited
These temporary loans / advances shall be adjusted as and when required by the
Company and shall not exceed 12 months period".
2. Remuneration payable to the Chief Executive and whole-time working Director:
Approval of shareholders will be sought for the remuneration payable to the Chief
Executive and a whole-time working Director. For this purpose it is intended to propose
that the following resolution be passed as an Ordinary Resolution, namely:
"Resolved that the Company hereby authorises the payment as remuneration to
Dewan Ziaur Rehman Farooqui, Chief Executive and Dewan Asim Mushfiq Farooqui,
whole-time director, Rs. 500,000 per month and Rs.300,000 per month respectively,
exclusive of perquisites and other benefits to which they are entitled under their terms
of office for the whole year ending 30 June, 2000 and for the remainder of their term
remuneration as increased by the sums that may be applicable under their respective
terms of offices."
DIRECTORS' REPORT
Your Directors take pleasure in presenting to you the Tenth Annual Report of the Company together
with the audited accounts for the year ended on June 30 1999.
Alhamdolillah, the results for the year under review are satisfactory considering the global crisis in the
synthetic fibre sector. During the year in question, your Company has earned a consolidated Net Profit
of about Rs. 295.497 million.
The highlights of the accounts are as follows:
(Rs. in '000')
Unit I Unit 1I Consolidated
Gross Sales 2,536,374 3,081,888 5,618,262
Sales Tax 315,776 380,130 695,906
Depreciation 151,833 316,265 468,098
Gross Profit 275,469 360,836 636,305
Net Profit 150,075 145,422 295,497
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 the difficult times.
IF YE GIVE THANKS, I WILL GIVE YOU MORE (AL-QURAN)
Your Directors are pleased to propose appropriation of profit in the following manner:-
(Rs. in '000')
Profit for the year 1998-99 295,497
Unappropriated profit brought forward 209,853
-----------
Profit available for appropriation 505,350
===========
Appropriations:
Cash dividend @ 7.5% 120,287
Reserve for Issue of Bonus Shares @ 12.5% 200,478
Unappropriated profit carried forward 184,585
-----------
Total 505,350
===========
Financial Highlights:
1999 1998
Consolidated Sales (Rs. in Billion) 5.62 6.05
Earning Per Share 1.84 1.54
Consolidated Sales (Tons) 105,742 101,919
Performance in the Year under Review
The management is pleased to report the highest quantum of sales since the company
commenced operations in 1992. This was possible due to pro-active marketing and sales policy,
unrivalled product quality backed by effective technical support.
However, the margins remained under severe pressure due to over capacity in the domestic
market coupled with dumping by the producers of recession hit Far Eastern economies mainly
Korea, Thailand and Indonesia. Inspite of such difficult business circumstances, the company
was able to achieve better results due to effective cost control measures like prudent raw
material procurement policy, improvement in plant efficiencies, concerted efforts of dedicated
manpower and above all due to immense blessings of Almighty Allah, Rahman-o-Rahim.
Financial Obligations
Your company has fulfilled all its financial obligations in the year under review except in case
of two installments of long-term foreign currency loan obtained from Mitsubishi Corporation,
Japan which fell due on 19th October 1998 and 19th April 1999. These installments could not
be remitted on time due to non-receipt of requisite approval from the State Bank of Pakistan
(SBP). However, these installments were remitted subsequently after receipt of approval from
SBP. The installment due on 19th October 1999 has not been remitted till the date of this report
due to non-receipt of requisite approval from SBP. The company has made available all the
necessary funds with the designated bank and the installments will be remitted as and when
the approval is granted by SBP. The installment of AI-Tawfeek Company for Investment Funds
falling due on 20th October 1999 has been remitted on due date. The interest on Euro Convertible
Bonds has also been remitted on due date. There is no other financial obligation in arrears.
Income Tax Adjustment
As informed to you in our previous Annual Report, the Honourable Supreme Court of Pakistan
disposed of a number of appeals on the question of Section 80D of the Income Tax Ordinance,
1979 by deciding that 80D (turnover tax) was a form of income tax and that entities like your
Company that are exempt from income tax are also exempt from 80D (turnover tax). The
applications for refund of turnover tax already filed by your Company during previous years
are pending with the tax authorities. Therefore, provisions made in prior years' accounts have
been written back this year and added to current year's profit. Unit-I of your company is exempt
from Income Tax till December 1999 and Unit-II till June 2003.
Future Outlook of Industry
The current year has witnessed strong trends in the popularity of polyester cotton blends in the
export markets. Similar trend is also visible in the local market in the shape of increased
preference for polyester blends with other man made fibres and 100% polester spun yarn. Record
sales volume in the year under review amply demonstrates this changing pattern,
Coupled with strong demand the prices of the entire petrochemical chain are witnessing an
across the board upturn in the international markets. This phenomenon is having a favourable
impact on the polyester margins, though temporarily, since the prices of raw material are also
on the upward move.
While the outlook of the polyester industry generally looks promising, in the short-term, the
demand and pricing may be influenced by low cotton prices locally and internationally.
However, the long-term trends are expected to remain stable due to sustained customer
preference for polyester products in the local and international markets.
Tariff Protection for the Industry
The domestic polyester industry has been operating under a marginal tariff protection, Instead
of maintaining this nominal level of protection the government's recent decision to allow PSF
imports under No Duty No Draw Back scheme (NDND) has come as a rude shock because it
tantamount to supporting the foreign producers at the cost of local industry in which 30 billions
rupees investment has been made so far,
It may be recognised that this industry supports Pakistan's core industry i.e. textiles by providing
them with alternate raw material at competitive prices thus enabling them to generate export
earnings for the country. Any downward change in the tariff structure of the polyester industry
to support it's upstream i.e, PTA ought to be avoided by all means. Otherwise imperilling this
industry will place the textile sector at the mercy of the foreign producers,
Unit III - Acrylic Fibre and Tow
The Board is pleased to report that Unit III having a production capacity of 25,000 tons per annum
of Acrylic Fibre and Tow has been installed and trials have been successful. In September 1999
we started trial operation of the plant and from the first week of November trial marketing of
the product has started. Based on the market feedback we are putting final touches to our
commercial marketing plan and full-scale commercial operations will be launched from January
20'00.
The project faced implementation delays due to impediments in reaching a financial close in
the wake of sanctions imposed on Pakistan in May 1998. These delays resulted in cost overruns.
Also, your Company, being a good corporate citizen and keen to have a most responsible
approach towards protection of environment, installed a state of the art chemical treatment
plant. The plant is the first of its kind in Pakistan. Certain additions have also been made keeping
in view future expansion program. These additions also escalated the project cost.
Still we most gratefully bow our heads to Almighty Allah, the most Gracious and Merciful, with
whose guidance, blessings and support, Unit Ill has been successfully completed despite a most
difficult economic environment in the country. The project team has indeed proved that
sincerity, loyalty, devotion and hard work can bring miracles.
Demand of Acrylic Fibre and Tow originates primarily from cotton spinning and woollen spinning
mills. The total size of the market for Acrylic Fibre and Tow in Pakistan is currently estimated at
35,000 tons per annum. Acrylic Fibre and Tow is commonly used in warm clothing, blankets,
carpets, sweaters, shawls, etc.
Presently, about 35,000 tons of Acrylic Fibre and Tow is being imported. With a population growth
rate of above 2.7% per annum, increasing international prices of wool, and shift in consumer
preference from natural to man-made fibre, the domestic demand for Acrylic Fibre and Tow
is likely to continue its growth rate between 5% to 8% per annum in the future.
Transportation of Raw Materials
The Company has made arrangements with Pakistan Railways for safe and efficient transport
of AcryloNitrile from Port Qasim to the plant. Being satisfied with the way transportation of
AcryloNitrile is being handled by Railways, your Company is also gradually switching over the
transportation of PTA from road to Railways. This too is working out to be more efficient and
cost effective. The Company is now making its best efforts to have Railway track linked up to
the plant's premises which will facilitate optimum utilisation of Railway services for transportation
of materials.
Dewan Farooque Medical Complex
The Board, on behalf of the Company, Dewan Mushtaq Group and Dewan Mushtaq Family,
feels satisfaction in reporting to you the completion and official handing over of Dewan
Farooque Medical Complex Building to Sindh Institute of Urology and Transplantation (SLUT), Civil
Hospital, Karachi. Your Company has continuously been contributing every year for this noble
cause since 1992-93
The Founder Chairman of Dewan Mushtaq Group, Late Dewan M. Umar Farooque made a
pledge with SIUT to construct, at the cost of Dewan Mushtaq Group and its group companies,
the building of a purpose-built state-of-art 300-bed hospital for providing a whole range of kidney
care facilities for poor and needy patients. We bow our heads before Almighty Allah, Rahman-
o-Rahim, who has enabled us to successfully fulfil our Founders' pledge for such noble cause
of human well being.
The seven-storey Kidney-care complex has a covered area of 280,000 square feet and has taken
seven years to build. SLUT is providing all the latest range of kidney care facilities for needy patients
free of charge, The Hospital Complex is operating under the supervision of the dedicated team
of world-known urologist Professor Dr. Syed Adibul Hasan Rizvi.
Future Plan
The Board is cognisant of good prospects of Polyester Business and is thus firming up a major
investment plan based upon facilities of world scale at internationally competitive cost and fast
track implementation schedule. The Shareholders of the company in their meeting held on 26
February 199B, already empowered the Board to chalk out plan and proceed in this direction.
Year 2000 (Y2K) Compliance
In order to address the potential problems of Y2K issues, a Y2K Compliance Committee has been
formed which comprises Heads of Department from IT, Finance, Production, Procurement and
Marketing and Sales departments. A Y2K compliance team has also been organised to look
after the IT-based data sensitive equipment. As per the various reports submitted, we are now
satisfied that all our critical systems, hardware and software, are Y2K compliant.
Contribution to National Exchequer:
During the year, your Company's contribution to the national exchequer amounted to over
Rs. 1.024 billion in respect of payments under Sales Tax, Custom Duty and other statutory levies.
This does not include the withholding tax deducted by your Company from payments made
to employees, suppliers and contractors and deposited with the Government treasury.
Vote of Thanks:
The Board puts on record its gratitude to its valued shareholders, Federal and Provincial
Government functionaries, banks, development financial institutions and customers of Salsabil,
whose co-operation, continued support and patronage have enabled your company to achieve
the desired results.
The Board also expresses its appreciation for the valuable services, loyalty and laudable efforts
rendered by the executives, staff members and workers of the Company, during the year under
review.
Auditors
The Auditors of your Company, Messrs Faruq All and Company, Chartered Accountants and
Messrs Feroze Sharif Tariq and Company, Chartered Accountants, retire and offer their services
for re-appointment for the ensuing year on the same remuneration.
Conclusion:
In conclusion, we bow, beg and pray to Almighty Allah, Rahman-e-Rahim, in the name of our
beloved prophet, Muhammed, 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 ZIAUR REHMAN FAROOQUI
Karachi: 06 December 1999 President / Chief Executive
AUDITORS' REPORT TO THE MEMBERS
Faruq Ali& Company Feroze Sharif Tariq & Company
Chartered Accountants Chartered Accountants
102 Insurance House No.2, 4-N-4, Block 6,
Habib Square, M.A. Jinnah Road, P.E.C.H. Society,
Karachi. Karachi.
We have audited the annexed Balance Sheet of Dewan Salman Fibre Limited, as at 30 June,
1999 and the related Profit and Loss Account 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
informatio