Welcome to PakSearch.com Pakistan's Premier Business Information
Service


For business information, annual reports, laws, ordinances, regulations and articles.




Google
 
Web Paksearch.com
FFC-Jordan Fertilizer Company Limited
Annual Report 1999
CONTENTS
Company Information
Notice of Annual General Meeting
Report of the Directors
Auditors' Report to the Members
Balance Sheet
Cash Flow Statement
Notes to the Accounts
Pattern of Shareholding
COMPANY INFORMATION
DIRECTORS Lt Gen Muhammad Maqbool (Retd), HI(M), S Bt
Chairman
Maj Gen Muhammad Salim Arshad (Retd), HI(M), T Bt
Managing Director & Chief Executive
Lt Gen Amjad Shuaib (Retd), HI(M)
Brig Muhammad Saeed Baig (Retd), SI(M)
Brig Ghulam Hussain (Retd), SI(M)
Mr. Qaiser Javed
Mr. Hani Abdallah Dukhgan
Mr. Irfan Siddiqui
Mr. David Vivian Johns
SECRETARY Brig Khalid Yusuf (Retd)
REGISTERED OFFICE 93-Harley Street, Rawalpindi, Pakistan.
Tel: 562491-5
Fax: 582851 & 567290
PLANTSITE Port Qasim, Karachi, Pakistan.
AUDITORS A.F. Ferguson & Co.,
Chartered Accountants
PIA Building, 49 Blue Area,
Islamabad.
LEGAL ADVISORS Orr Dignam & Co.
Advocates,
3-A, Street 32, Sector F-8/1,
Islamabad.
SHARE DEPARTMENT Plot No. EZ/1/P-1 Eastern Zone, Port Qasim,
Karachi-48.
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 6th Annual General Meeting of the Shareholders of FFC-Jordan Fertilizer Company
Limited will be held at Pearl Continental Hotel, The Mall, Rawalpindi, on Thursday June 22, 2000 at 1330 hours to
transact the following business:
Ordinary Business
1. To confirm the minutes of the 5th Annual General Meeting held on June 24, 1999.
2. To receive, consider and adopt the Audited Accounts of the Company together with the Auditors' and the Directors'
Reports for the year ended December 31, 1999.
3. To appoint Auditors for the year 2000 and to fix their remuneration.
4. To transact any other business with the permission of the Chairman.
By Order of the Board
FFC-Jordan Fertilizer Company Limited
Rawalpindi Brig Khalid Yusuf (Retd)
May 31,2000 Company Secretary
Notes
1. The share transfer books of the Company will remain closed from 16th to 22nd June, 2000 (both days inclusive).
2. A member of the Company entitled to attend and vote at the Annual General Meeting may appoint a person/
representative as proxy to attend and vote in place of the member at the Meeting. Proxies in order to be effective
must be received at the Company's Registered Office, 93 Harley Street, Rawalpindi not later than 48 hours
before the time of holding the Meeting.
3. The CDC account/sub account holders are requested to bring with them their National Identity Cards alongwith
the Participant's ID number and their account numbers at the time of attending the Annual General Meeting in
order to facilitate identification of the respective shareholders.
4. In case of Corporate entity, the Board of Director's resolution/Power of Attorney with specimen signatures shall
be produced at the time of meeting.
REPORT OF THE DIRECTORS
For the Year Ended December 31, 1999
1. The Directors take pleasure in presenting their 6th Annual Report together with the Company's Financial
Statements for the year ended December 31, 1999 and the Auditors' Report thereon.
2. Project Completion
By the grace of Almighty Allah, the first DAP and granular Urea project in Pakistan was completed on December
31, 1999 and commenced commercial operation on January 01,2000. Prior to commercial operation, the year
1999 witnessed the successful completion of the performance tests of both DAP and Urea Plants. During these
tests both plants were operated at over 100% of their design capacities. Most of the technical problems on these
two Plants were identified and resolved. However, certain difficulties being faced in the Ammonia Plant are being
gradually removed. Owing to capacity limitation of the old Heat Recovery Steam Generator (HRSG), the DAP
and Urea Plants could not be operated at full capacity. The old HRSG has been replaced by a new one in the
planned turnaround during January/February 2000. The Plant was unable to operate on 100% production capability
owing to inadequate supply of gas. However, this problem has been resolved recently at the highest level and
the plant will be operating on full capacity soon.
The project delay, due to factors beyond our control, resulted in increased Project cost. The project, till the
announcement of commercial operation, has been completed at a total estimated cost of US$ 469 million against
the estimated total cost of US $ 370 million showing an over run of about US$ 99 million. With the completion of
this project of National importance, efforts are being made to steer the Company through the difficult challenges
ahead.
3. Production
During the year under review, FJFC trial production was 236,000 MT of DAP and 212,000 MT of Urea.
Although the quality of DAP and Urea was upto the laid down specifications and met the approval of the farmers,
the out put could not come upto expectations due to low gas pressure at times resulting in disruption of production.
DAP Plant could not be operated at full capacity due to bucket elevator problem which was finally resolved.
4. Marketing
FJFC sold 228,000 MT of DAP and 154,000 MT of Urea during 1999.
The year 1999 has witnessed a significant downturn in the fertilizer business scenario in Pakistan due to:
· Unprecedented natural gas price increase for the fertilizer industry.
· Imposition of sales tax on natural gas consumed for the fertilizer industry.
· Falling international and local fertilizer prices.
· Dumping of Urea
· High international Phosphoric Acid prices
· Non-implementation of GOP Fertilizer Policy.
A positive development towards the end of the year was the imposition of 10% regulatory duty on imported Urea
to prevent dumping.
Latest technology has been used in manufacturing granulated Urea for the first time in Pakistan and with the
acceptance of the farmers, it is hoped that in future it will not only provide a competitive edge but could also be
sold at a premium due to its advantage in usage.
As supply of Urea has exceeded the demand, the Government has allowed export of 100,000 MT of Urea to the
fertilizer industry. Granular Urea has a comparative advantage in export compared to prilled Urea.
5. Implementation of Fertilizer Policy
The Government of Pakistan Fertilizer Policy 1989 is the backbone of FJFC Project concept and implementation.
In addition to the time delay and increase in cost of the Project, the most fundamental issue confronting FJFC at
this critical juncture is to obtain GOP's approval for the implementation of the fertilizer policy. The GOP has
already approved the issue of increase in the supply of natural gas as per the stipulated requirements. The
remaining two points in the following key areas, hopefully will also be resolved in the near future:-
* Imposition of 15% GST on feedgas in violation of 10 years price freeze.
* US$ 250 per ton DAP floor price mechanism.
As soon as the Fertilizer Policy 1989 is fully implemented, the financial position of the Company despite the cost
overrun will substantially stabilise.
The above issue have been taken up with the concerned agencies/ministries of Government of Pakistan and
strong follow up is in progress.
6. Financing
Due to factors explained in the preceding paragraphs, the Company is facing an acute liquidity crises. We shall
continue to lobby with the government to resolve the issues urgently so that the Company is able to meet its
obligations.
The foreign currency cost of the project was mainly financed through export credit agency (ECA) loans from
Banque Nationale de Paris, France, Kreditanstalt fur Wiederaufbau, Germany, Export Import Bank of the USA
and Export Development Corporation, Canada. Repayment of these loans is guaranteed by a consortium of
local banks and financial institutions under the lead of Habib Bank Limited.
As explained in the last report of the Directors, the four foreign currency lenders had agreed in principle to
reschedule the repayment of the loans. Initially, these loans were part of the Paris Club rescheduling arrangements.
However, the Ministry of Finance has now excluded these four ECA loans from the Paris Club Agreements. The
matter is being pursued with the concerned Ministry.
Due to fall in treasury bills rate and SBP discount rate, the local currency lenders were requested to reduce the
mark up rates and also to reschedule the loans. Some of the lenders have agreed to this while negotiations are
going on with the others. This would help the Company in reducing the financial charges and thereby alleviate
the liquidity problem to some extent.
In view of the liquidity crises being faced by the Company, a financial consultant has been hired to carry out a
detailed diagnostic and capital restructuring exercise.
7. Pattern of Shareholding
As of December 31, 1999 there were 24962 individual shareholders besides numerous institutions including 15
foreign investors as shown in the annexed pattern of shareholding.
8. Directors
On retirement of Mr. Iltifat Rasul Khan, Mr. Qaiser Javed has been appointed as Director of the Company.
On vacation of office by Brig All Jawahar Khan (Retd), Brig Khalid Yusuf (Retd) has been appointed as new
Secretary of the Company.
9. Auditors
The present Auditors, M/s A.F. Ferguson & Co., Chartered Accountants, retire and being eligible have offered
themselves for re-appointment as Auditors of the Company.
10. Acknowledgments
The Directors also express their appreciation for the continued support and guidance of the shareholders,
employees, foreign and local lenders, suppliers and the Government and its agencies during the year.
For and on behalf of the Board
Rawalpindi Lt. Gen Muhammad Maqbool (Retd), HI(M), S Bt
May 16, 2000 Chairman
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed balance sheet of FFC-Jordan Fertilizer Company Limited as at December 31, 1999 and
cash flow statement for the year then ended together with the notes forming part thereof, 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 and, after due verification thereof, 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 together with the notes thereon has been drawn up in conformity with the
Companies Ordinance, 1984, and is in agreement with the books of account and is further in
accordance with 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 and the cash flow statement, together with the notes forming part thereof give the information
required by the Companies Ordinance, 1984, in the manner so required and give a true and fair view of
the state of the Company's affairs as at December 31, 1999 and of the cash flows for the year then
ended; and
(d) in our opinion no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980.
Without qualifying our opinion we draw attention to contents of note 18 to the accounts which states that the Company
is evaluating options for financial restructuring, which include rescheduling of loans to improve liquidity.
Islamabad A.F. Ferguson & Co.
May 16, 2000 Chartered Accountants
BALANCE SHEET AS AT DECEMBER 31, 1999
NOTE 1999 1998
(Rupees '000)
SHARE CAPITAL AND RESERVES
Share capital
Authorised 3 4,000,000 4,000,000
========== ==========
Issued, subscribed and fully paid 3 3,341,100 3,341,100
Capital reserve
Share premium 228,350 228,350
------------------ ------------------
3,569,450 3,569,450
LONG TERM LOANS 4 8,483,218 9,655,162
CURRENT LIABILITIES
Current maturity of long term loans 4 2,274,892 1,091,137
Short term finance 5 1,920,565 469,517
Creditors, accrued and other liabilities 6 4,989,995 2,455,806
------------------ ------------------
9,185,452 4,016,460
CONTINGENCIES AND COMMITMENTS 7
------------------ ------------------
21,238,120 17,241,072
========== ==========
FIXED CAPITAL EXPENDITURE
Fixed assets 8 229,864 225,539
Capital work in progress 9 19,086,648 15,410,966
------------------ ------------------
19,316,512 15,636,505
LONG TERM INVESTMENT 10 3,000 3,000
LONG TERM LOANS AND ADVANCES 11 1,404 1,902
LONG TERM DEPOSITS, PREPAYMENTS
AND DEFERRED COSTS 12 277,508 263,988
CURRENT ASSETS
Stores 44,296 43,368
Stock in trade 13 793,062 576,187
Trade debts 14 275,601 --
Advances, deposits, prepayments and other receivables 15 306,929 282,700
Cash and bank balances 16 219,808 433,422
------------------ ------------------
1,639,696 1,335,677
------------------ ------------------
21,238,120 17,241,072
========== ==========
The annexed notes form an integral part of these accounts.
Chairman Chief Executive Director
CASH FLOW STATEMENT
For the Year Ended December 31, 1999
1999 1998
(Rupees '000)
CASH FLOWS FROM INVESTING ACTIVITIES
Fixed capital expenditure (inclusive of related
advances/payables on this account) (1,189,593) (3,075,929)
Long term loans and advances 498 (656)
Long term deposits, prepayments and deferred costs (13,520) --
Stores (928) (43,368)
Stock in trade (216,875) (576,187)
Trade debts (275,601) --
Shod term investment -- 3,000
Income on bank deposits 18,866 38,722
Proceeds from disposal of fixed assets 680 1,635
------------------ ------------------
Net cash used in investing activities (1,676,473) (3,652,783)
CASH FLOWS FROM FINANCING ACTIVITIES
Long term loans 11,811 2,983,156
Shod term finance 1,451,048 469,517
------------------ ------------------
Net cash provided by financing activities 1,462,859 3,452,673
------------------ ------------------
Net decrease in cash and cash equivalents (213,614) (200,110)
Cash and cash equivalents at the beginning of the year 433,422 633,532
------------------ ------------------
Cash and cash equivalents at end of the year, representing
cash and bank balances ------------------ ------------------
219,808 433,422
========== ==========
Chairman Chief Executive Director
NOTES TO THE ACCOUNTS
For the Year Ended December 31, 1999
1. LEGAL STATUS AND OPERATIONS
The Company is a public company incorporated in Pakistan under the Companies Ordinance, 1984, and its
shares are quoted on the stock exchanges in Pakistan. The principal objective of the Company is manufacturing,
purchasing and marketing of fertilizers.
2. SIGNIFICANT ACCOUNTING POLICIES
2.1 Accounting convention
These accounts have been prepared under the historical cost convention.
2.2 Retirement benefits
The Company operates a defined contributory provident fund for all employees. Monthly contributions are
made both by the Company and employees at the rate of 10% of basic pay. The Company's contribution is
charged to unallocated expenses reflected under capital work in progress.
2.3 Fixed capital expenditure
Fixed assets are stated at cost less accumulated depreciation. Depreciation is provided on the straight-
line method to write off the cost of an asset over its estimated useful life without taking into account any
residual value. Full year's depreciation is charged on normal additions, while no depreciation is charged
on items deleted during the year. Gains and losses on disposal of assets, if any, are charged to unallocated
expenses reflected under capital work in progress.
Capital work in progress is stated at cost.
2.4 Investment
Investment is stated at cost.
2.5 Deferred cost
Initial fill of the catalysts in the plant is capitalised with plant and machinery whereas costs of subsequent
replacement of such catalysts are deferred and amortised in equal installments over their estimated
useful lives.
Costs related to the Company's incorporation and issue of shares have been deferred to be amortised in
equal installments over five years after commencement of commercial production.
2.6 Stores
These are valued at weighted average cost.
2.7 Stock in trade
These are valued at the lower of weighted average cost and net realisable value.
2.8 Revenue recognition
Sales revenue is recognized at the time of despatch of goods to customers.
2.9 Foreign currency transactions
Transactions in foreign currencies are converted into rupees at the rates of exchange ruling on the date
of the transaction except where exchange risk cover has been obtained or where such funds are committed
for a specified purpose, in which case these transactions are converted at the contracted rate or at the
rate applicable to funds committed for such transactions. All assets and liabilities denominated in foreign
currencies at the year end are translated at exchange rate prevailing at the balance sheet date or at the
contracted rate where exchange risk cover has been obtained or at the rate applicable to funds so
committed.
3. SHARE CAPITAL
AUTHORISED
This represents 400,000,000 (1998: 400,000,000) ordinary shares of Rs. 10 each
ISSUED, SUBSCRIBED AND FULLY PAID IN CASH
This represents 334,110,000 (1998: 334,110,000) ordinary shares of Rs. 10 each
4. LONG TERM LOANS- SECURED
Half yearly
Amount sanctioned Balance outstanding FERI Annual equal Date of
Currency Amount 1999 1998 fee per interest/ installments final
('000) (Rupees '000) annum markup outstanding repayment
% %
(a) Banque Nationale de Paris, France FRF 266,696 1,884,220 1,879,271 8.60 7.35 20 August 2008
(b) Export Development Corporation, Canada CADS 30,675 887,585 887,585 9.38 7.35 20 June 2009
(c) Export Import Bank of the USA US$ 37,513 1,524,820 1,524,820 9.36 7.35 20 May2008
(d) Kreditanstalt fur Wiederaufbau, Germany DM 78,520 1,893,836 1,869,586 8.83 7.35 20 June 2008
(e) CDC Holdings Sendirian Berhad, Malaysia UK Sterling 20,000 1,191,497 1,191,497 8.15 11.00 14 November 2005
(f) ABN Amro Bank N.V., Denmark DM 6,750 153,652 185,890 -- 5.99 10 January 2004
(g) Habib Bank Limited (Loan-l) RS 700,000 700,000 700,000 -- 19.71 20 March 2010
(h) Habib Bank Limited (Loan-2) RS 300,000 300.00 287,250 -- TB rate+3% 14 July 2007
(i) ANZ Grindlays Bank Limited RS 300,000 262,500 300,000 -- TB rate+3% * 8 April 2003
(j) Muslim Commercial Bank Limited RS 800,000 800,000 760,400 -- TB rate+3% * 12 March 2005
(k) Pak Kuwait Investment Company (Pvt) Ltd. RS 320,000 320,000 320,000 -- 19.70 16 March 2008
(l) Askari Commercial Bank Limited RS 200,000 200,000 200,000 -- TB rate+3% * 10 June 2005
(m) AI-Faysal Investment Bank Limited RS 300,000 300,000 300,000 -- SBP discount 10 December 2004
rate+ 1% **
(n) Standard Chartered Bank RS 260,000 260,000 260,000 -- TB rate+3% * 7 March 2003
(o) Saudi Pak Industrial and Agricultural
Investment Company (Pvt) Limited RS 80,000 80,000 80,000 -- 18.90 10 July 2004
------------------ ------------------
10,758,110 10,746,299
Less: Amount payable within twelve months
shown as current maturity 2,274,892 1,091,137
------------------ ------------------
8,483,218 9,655,162
========== ==========
Loans (a) to (d) represent buyer's credit facilities, secured by a guarantee issued by a bank on behalf of a syndicate of banks and financial institutions. The bank
guarantee is secured by first equitable mortgage created on all immovable properties of the company and by way of hypothecation of movable properties of the
Company. The charge ranks pari passu with the charges to be created in favour of other foreign and local lenders.
Loans (e) and (g) to (o) are secured by first equitable mortgage created on all immovable properties of the Company and by way of hypothecation on movable
properties of the Company. The charge ranks pari passu with the charges already created or to be created in favour of other foreign and local lenders.
Loan (f) is secured by way of guarantee from Fauji Foundation
In respect of loans (a) to (e) Foreign Exchange Risk Insurance (FERI) cover has been arranged from National Bank of Pakistan.
* Subject to minimum markup @ 18% per annum
** Subject to minimum markup @ 18.25% per annum
5. SHORT TERM FINANCE
The Company has arranged short term finance facilities from three banks on mark up basis aggregating
Rs. 2,400 million (1998: Rs 1,400 million). These facilities carry mark up at the rate of 14.00% per annum and
are secured by hypothecation of stocks and current assets.
6. CREDITORS, ACCRUED AND OTHER LIABILITIES
1999 1998
(Rupees '000)
Creditors 1,042,215 407,400
Accrued liabilities 2,733,980 1,405,889
Interest accrued