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Metropolitan Steel Corporation Limited
Annual Report 1999
BOARD OF DIRECTORS
CHAIRMAN Mr. Haq Nawaz Akhtar
CHIEF EXECUTIVE &
MANAGING DIRECTOR
DIRECTORS Mr. Mohammad Ali Shaikh
Mr. M. Manzur-ul-Haq
Mr. Nasim Beg
Miss. Aaliya K. Dossa
Mr. Zahid Zaheer
Mr. Ali Sher Jatoi
Mr. Munir Ahmed
Mr. Muhammad Aslam Gadit
COMPANY SECRETARY Mr. Shariful Muzaffer
AUDITORS Ford, Rhodes, Robson, Morrow
Chartered Accountants
REGISTERED/ Plot No. HE-1, Landhi Industrial Area,
HEAD OFFICE KARACHI.
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that the 44th Annual General Meeting of the Company will be held on December
30. 1999 at 2:00 p.m. at Raffia Choudri Memorial Centre, Ground Floor, Sidco Avenue Centre, 264, R. A.
Lines, Karachi to transact the following business.
1. To confirm the minutes of 43rd Annual General Meeting held on 27th March, 1999.
2. To receive and adopt the audited accounts of the Company for the year ended June 30 !999 together
with the Auditors' and Directors' Report thereon.
3. To appoint auditors for the year ending 30th June, 2000 and fix their remuneration. The present audi-
tors M/s Ford, Rhodes, Robson, Morrow, Chartered Accountants retire and are eligible for
re-appointment.
4. To elect 10 (Ten) Directors of the Company as fixed by the Board for a period of 3 years in accordance
with the provisions of Section 178 of the Companies Ordinance, 1984.
The following Directors retiring on 30th December, 1999, are eligible for re-election.
1. Mr. Haq Nawaz Akhtar 6. Mr. Zahid Zaheer
2. Mr. Mohammad Ali Shaikh 7. Mr. Ali Sher Jatoi
3. Mr. M. Manzur-ul-Haq 8. Mr. Munir Ahmed
4. Mr. Nasim Beg 9. Mr. Muhammad Aslam Gadit
5. Miss Aaliya K. Dossa
5. To transact any other business with the permission of the chair,
By Order of the Board
SHARIFUL MUZAFFER
KARACHI: NOVEMBER 26, 1999 Company Secretary
1. Any person who seeks to contest an election to the office of director shall, whether he is a retiring
director or otherwise, file with the Company at its Registered Office not later than fourteen days
before the day of meeting at which elections are to be held, a notice of his intention to offer himself for
election as a director along with written consent to act as a director on the prescribed Form - 28.
2. The Share transfer books of the Company will remain closed from 23-12-1999 to 30-12-1999 (both
days inclusive)
3. A member entitled to attend and vote may appoint any other member as his/her proxy.
4. The instrument appointing proxy must be. received at the Registered Office of the Company duly
stamped and signed not later than 48 hours. before the meeting.
5. Any individual Beneficial Owner of the Central Depository Company, entitled to vote at this Meeting
must bring his/her National Identity Card with him/her to prove his/her identity, and in case of proxy
must enclose an attested copy of his/her National Identity Card. Representatives of corporate members
should bring the usual documents required for such purpose.
6. Members are requested to notify any change in their addresses.
CHAIRMAN'S REVIEW AND DIRECTORS' REPORT
TO THE SHAREHOLDERS
1.0 Your directors place before you the 44th Annual Report together with the Annual Accounts and
Auditors' Report for the year ended 30th June, 1999.
2.0 CHANGE IN MANAGEMENT AND OPERATIONAL RESULTS
Since the last Report, the following Director has joined the Board of Directors.
1. Mr. Aslam Gadit Representing HBL
3.0 OPERATING RESULTS
3.1 In presenting the Audited Accounts of the Company for the year ended June 30, 1999, I wish to
bring to the notice of the shareholders that your Company has made settlement with all the credi-
tors other than the Consortium namely; Citi Bank, Deutsche Bank and Chase Manhattan at very
favourable terms. As far as the National Bank of Pakistan is concerned, a Memorandum of Under-
standing is about to be signed. This means that the Company will be able to secure a clean CIB
Report, opening avenues for normal financing.
3.2 Due to not having a clean CIB Status and heavy liabilities accumulated in the past, the Company's
operation has been inhibited during the year under review by its very limited and restricted access
to working capital finance. Whatever finances were made available were also on stringent terms
e.g, even when other clients of the banking sector did not have to pay any margin for Letters of
Credit, we were, asked for margins. These and other onerous conditions made virtually impossible
to attain any significant increase in capacity utilisation factor and higher production, which would
have led to Economies of Scale.
Inspire of these constraints, the Company has been able to keep its operations going continuously
ever since 17th August, 1998 and has been fulfilling the orders of both Public Sector and Private
Sector.
The salient improvement in the Balance Sheet can be gauged from one single index of perform-
ance. The loss per share which was Rs. 78.28 has now been reduced to Rs. 1.11 which shows that
the Company has entered the threshold of viability.
3.3 Now that the settlement with Financial Institutions has been secured, the Company is expected to
attain normal profitable operations generating enough cash flow to service the long term restruc-
tured debt. Given adequacy of working capital, a higher capacity utilisation factor is possible both
from the view point of production (Technological Ability) as well as marketing (Demand Factor).
Your Directors are confident that after the expiry of moratorium period, the Company would have
acquired enough strength to stand on its two feet.
4.0 AUDITORS' REPORT
4.1 Regarding Auditors qualifications in Para a, b and c of their report, it may be stated that :o
4.2 Out of three major points of implementation, we have been able to comply with Debt Equity Swap of
Rs. 228.00 million.
4.3 We have not been able to issue Right shares of Rs. 100 million because the Company has not been
able to secure Under-writing arrangements.
Since the full implementation of the MoU is yet to be completed because of the above, the waiver of
Rs. 221.410 million has not been recorded in our books during the year under report.
Your Directors are continuing to strive for seeking Under-writing arrangements at the earliest.
4.4 Provisions suggested in Sub-Clause (c) in the Auditors' Report have not been made as the Manage-
ment is vigorously pursuing its trade debts. A portion of last year balances outstanding and the
current balances would show that some recovery has been made.
4.5 The sale of a portion of a lease hold land has been recorded by the Company in the current year as
payment had been received against the sale and was only awaiting the KDA partitioning formalities
which were expected to be completed within the current year. (The entire process has since been
completed).
5.0 CONCLUSION
5.1 During the year under review, the industrial relations have been good and the Management places
on record its appreciation of the hard work and dedication put in by all the Officers and Staff, who
have seen us through difficult days.
5.2 Your Company has completed Y2K requirements.
On behalf of the Board
(H.N. AKHTAR)
Chairman, Chief Executive &
Karachi. November 26, 1999 Managing Director
FORD, RHODES, ROBSON, MORROW
Chartered Accountants
Finlay House, Telephone H.O: (92-21) 241 5582
I.I. Chundrigar Road,             Branch: (92-21) 240 1081
P.O. Box 4719, Telefax:             (92-21) 241 9592
Karachi 74000, E-mail:               frrm@cyber.net.pk.
Pakistan.
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed balance sheet of METROPOLITAN STEEL CORPORATION LIMITED as at
June 30, 1999 and the related profit and loss account and statement of changes in financial position,
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 and, after due verification thereof, we report that ·
(a) we have not received confirmations from the members of the Consortium in respect of long term loans
restructured by them during the current year nor any other evidence in this regard suggested that
implementation of the Memorandum of Understanding (MOU) signed on July 21, 1998 between the
company and the members of the Consortium has been deferred by one year as stated by the com-
pany in note 15 and that as a result thereof, certain requirements of the MOU have not been com-
pleted upto the end of the current year.
Had the company completed these requirements by the end of the current year, as envisaged in the
above referred MOU, net loss for the year, long term loans due to the members of the Consortium,
accumulated losses, trade debts, claims recoverable and leasehold land at the end of the current year
would have reduced by Rs. 221.410 million, Rs. 646.411 million, Rs. 221.410 million and Rs. 340.768
million respectively whereas issued and paid up capital of the company and cash at bank at the end of
the current year would have increased by Rs. 100.000 million and Rs. 70.000 million respectively.
(b) as explained in note 24, the company has, during the current year, recognized the sale of a portion of
leasehold land on the basis of the part payment received from the purchaser although necessary legal
formalities in this regard, as discussed in the above referred note, had not been completed upto the
end of the current year. Accordingly, pending the completion of these formalities, sale of leasehold
land should have been recorded in the accounts of the following year upon the culmination of the
transaction, as opposed to recording the same in the current year.
Had the company not recorded the sale of a portion of leasehold land in the accounts of the current
year, advance from the buyer of the leasehold land and surplus on revaluation of fixed assets would
have increased by Rs. 31.000 million and Rs. 6.361 million respectively whereas net loss for the year,
accumulated losses at the end of the year and net book value of leasehold land at the end of the year
would have increased by Rs. 49.036 million, Rs. 49.036 million and Rs. 5.976 million respectively.
(c) provision in respect of (i) stock-in-trade amounting to Rs. 2.531 (1998: Rs. 2.531) million (ii) trade
debts amounting to Rs. 15.427 (1998: Rs. 28.384) million and (iii) claims recoverable amounting to
Rs. 3.832 (1998: Rs. 275.467) million, aggregating to Rs. 21.610 (1998: Rs. 306.382)million, have
not been made by the company in these accounts for the reasons disclosed in notes 6.1 and 7.1. This
has resulted in the understatement of net loss for the year and accumulated losses at the end of the
year.
Had the company recorded these provision in the accounts of the current year, net loss for the year
and accumulated losses at the end of the year would have increased by Rs. 21.610 million whereas
stock-in-trade, trade debts and claims recoverable would have reduced by Rs. 2.531 million, Rs.
15.427 million and Rs. 3.832 million respectively in the accounts of the current year.
(d) we have not received confirmations in respect of stock-in-trade of Rs. 3.752 million (note 6), trade
debts of Rs. 54.235 million (note 7), claims recoverable of Rs. 3.832 million (note 8), advances to
suppliers of Rs. 7.433 million (note 9) margin against letters of credit and guarantee of Rs. 39.822
million (note. 10), cash at bank amounting to Rs. 15.815 million (note 11), short term running finance
of Rs. 15.383 million (note 17), short term borrowings of Rs. 140.430 million (note 18) and Rs. 6.147
million in respect of Commutation SEC Management Pension Fund, shown under other receivables in
note 10.
(e) in our opinion, proper books of accounts have been kept by the company as required by the Companies
Ordinance, 1984;
(f) 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 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;
(g) in our opinion, and to the best of our information and according to the explanations given to us,
except for the effects on the financial statements of the matters discussed in (a) to (d) above, the
balance sheet and the profit and loss account and statement of changes in financial position together
with the notes forming part thereof 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 June 30, 1999 and of the loss and the changes in financial position for the year then
ended; and
(h) in our opinion, no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980; and
(i) without qualifying our opinion, we draw attention to the following matters:
(i) as shown in the accounts, the company incurred a net loss of Rs. 23.777 million during the year,
ended June 30, 1999 and, as of that date, its total liabilities exceeded its total assets by Rs.
654.702 million. Accordingly, the ability of the company to continue as a going concern depends
upon its success in improving liquidity and achieving other plans as disclosed by the management
of the company in note 36 to the accounts.
(ii) consortium loans, shown under long term loans in note 15, certain balances included under short
term running finances as disclosed in note 17, short term borrowings as stated in note 18, markup
and interest due on the borrowings of the company and other charges, consisting of project ex-
amination fee and excise duty on long term loans as shown in note 20 have been restructured by
the lenders, pursuant to a Memorandum of Understanding signed with the company, as discussed
in detail in note 15 to the accounts.
(iii) as stated in note 8.1, provisions against claims recoverable of Rs. 271.485 million have not been
made by the company in the accounts of the current year, pending the outcome of the law suits
referred to in the above referred note.
(iv) as disclosed in note 20.2 to the accounts, provision in respect of markup on secured short term
running finances amounting to Rs. 112.369 million has not been made by the management of the
company in the accounts of the current year, pending the signing of formal agreement with the
bank. Therefore, the ultimate outcome of the matter cannot presently be determined and, hence,
provision as referred to above has not been made in These accounts.
(v) we draw attention to note 21 concerning contingencies. The ultimate outcome of actions taken by
the company cannot presently be determined and no provision for any contingency that may result
has been made in the accounts of the current year.
(vi) the company entered into a lease agreement on April 21, 1996 whereby the factory was given on
lease. We were informed that the company received and advance of Rs. 58.187 million (note
20.5) towards the above arrangement. However, the agreement did not materialize and, hence,
the same was terminated on August 12, 1997 with effect from July 1, 1996.
Ford, Rhodes, Robson, Morrow
Karachi - November 26, 1999 Chartered Accountants
BALANCE SHEET AS AT JUNE 30, 1999
Note 1999 1998
(Rupees in thousand)
ASSETS
NON-CURRENT ASSETS
Fixed assets - Tangible
Operating assets at cost less accumulated depreciation 3 297,942 306,488
Long-term investment 4 60 60
Long-term deposit 1,738 1,738
CURRENT ASSETS
Stores, spares and loose tools 5 57,848 59,828
Stock-in-trade 6 142,952 101,301
Trade debts 7 175,246 66,966
Claims recoverable 8 275,317 282,805
Loans and advance 9 16,092 12,996
Deposits, prepayments and other receivable 10 106,365 55,074
Cash and bank balance 11 21,195 25,348
------------------ ------------------
795,015 604,318
------------------ ------------------
TOTAL ASSETS 1,094,755 912,604
========== ==========
EQUITY AND LIABILITIES
SHARE CAPITAL AND RESERVES
Share Capital
Authorised
50,000,000 (1998: 20,000,000)
Ordinary shares of Rs. 10 each 500,000 200,000
========== ==========
Issued, subscribed and paid-up 12 309,776 81,776
Accumulated losses 13 (1,197,298) (1,173,521)
------------------ ------------------
(887,522) (1,091,745)
SURPLUS ON REVALUATION OF FIXED ASSETS 14 232,820 239,282
NON-CURRENT LIABILITIES
Consortium Loans 15 1,062,300 1,290,300
Long-term liability 16 116,449 49,907
Deferred liability - staff gratuity 5,687 5,100
CURRENT LIABILITIES
Short term running finances 17 141,766 145,754
Short term borrowings 18 199,461 86,611
Due to an ex-associated undertaking 19 930 930
Creditors, accrued and other liabilities 20 219,854 184,416
Provision for taxation 3,010 2,049
------------------ ------------------
565,021 419,760
CONTINGENCIES 21
------------------ ------------------
1,094,755 912,604
========== ==========
The annexed notes form an integral part of these accounts.
Chief Executive Director
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED JUNE 30, 1999
Note 1999 1998
(Rupees in thousand)
NET SALES 22 237,966 44,011
Cost of sales 23 256,122 84,801
------------------ ------------------
GROSS LOSS (18,156) (40,790)
Gain on sale of a portion of leasehold land 24 42,675 --
Other operating income 25 41,218 99,305
------------------ ------------------
83,893 99,305
------------------ ------------------
65,737 58,515
OPERATING EXPENSES
Administrative expenses 26 8,249 9,904
Selling expenses 27 8,163 1,782
Provision against doubtful debts -- 76,108
Provision against claims recoverable -- 51,670
------------------ ------------------
(16,412) (139,464)
------------------ ------------------
OPERATING PROFIT / (LOSS) 49,325 (80,949)
Financial charges 28 (85,440) (559,002)
------------------ ------------------
(36,115) 639,951)
Loan balances written back 29 14,350 --
------------------ ------------------
LOSS BEFORE TAXATION (21,765) (639,951)
TAXATION
Current 30 (1,190) (220)
Prior (822) --
------------------ ------------------
(2,012) (220)
------------------ ------------------
NET LOSS FOR THE YEAR (23,777) (640,171)
ACCUMULATED LOSSES BROUGHT FORWARD (1,254,021) (613,850)
------------------ ------------------
ACCUMULATED LOSSES CARRIED FORWARD (1,277,798) (1,254,021)
========== ==========
LOSS PER SHARE (RUPEES) 31 (1.11) (78.28)
========== ==========
The annexed notes form an integral part of these accounts.
Chief Executive Director
STATEMENT OF CHANGE IN FINANCIAL POSITION
(CASH FLOW STATEMENT)
FOR THE YEAR ENDED JUNE 30, 1999
Note 1999 1998
(Rupees in thousand)
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before taxation (21,765) (639,951)
Adjustment for:
Depreciation 19,937 21,238
Gain on disposal of fixed assets including
a portion of leasehold land (42,846) --
Realisation of surplus revaluation (6,462) --
Gratuity 878 657
Principal and Interest written back (34,638) --
Financial charges 85,440 559,002
Working capital changes 32 (147,724) 62,197
------------------ ------------------
(147,180) 3,143
Gratuity paid (293) (155)
Financial charges paid (7,048) (7,465)
Taxes paid (2,561) (1,172)
------------------ ------------------
NET CASH FROM OPERATING ACTIVITIES (A) (157,082) (5,649)
========== ==========
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of fixed assets (1,476) --