CONTENTS
D.G. Khan Cement Company Limited Corporate profile Mission and Vision Statements Notice of Annual General Meeting Directors Report Operating and financial data Pattern of shareholding Statement of Compliance with the Code of Corporate Governance Statement of Compliance with the Best Practices on Transfer Pricing Review Report to the members Auditors Report to the members Balance Sheet Profit and loss account Cash flow statement Statement of changes in equity Notes to the financial statements D.G. Khan Cement Company Limited and its Subsidiary Directors Report Auditors Report to the members Consolidated Balance Sheet Consolidated Profit and loss account Consolidated Cash flow statement Consolidated Statement of changes in equity Notes to the consolidated financial statements 66 67 68 70 71 72 73 3 4 5 7 13 14 18 19 20 21 22 24 25 26 27
Proxy form
Board of Directors
Mrs. Naz Mansha Mian Raza Mansha Mr. Manzar Mushtaq Mr. Khalid Qadeer Qureshi Mr. Zaka-ud-Din Mr. Muhammad Azam Mr. Inayat Ullah Niazi Mr. Manzar Mushtaq Mr. Khalid Qadeer Qureshi Mr. Muhammad Azam Mr. Khalid Mahmood Chohan
Audit Committee
Royal Bank of Sotland (Formerly ABN AMRO Bank (Pakistan) Limited) Allied Bank Limited Askari Bank Limited Bank Alfalah Limited Citibank N.A. Habib Bank Limited MCB Bank Limited National Bank of Pakistan Standard Chartered Bank (Pakistan) Limited The Bank of Punjab United Bank Limited
KPMG Taseer Hadi & Co, Chartered Accountants Mr. Shahid Hamid, Bar-at-Law Nishat House, 53-A, Lawrence Road, Lahore-Pakistan Phone: 92-42-6367812-20 UAN: 111 11 33 33 Fax: 92-42-6367414 Email: info@dgcement.com web site: www.dgcement.com 1. Khofli Sattai, Distt. Dera Ghazi Khan-Pakistan Phone: 92-641-460025-7 Fax: 92-641-462392 Email: dgsite@dgcement.com 12, K.M. Choa Saidan Shah Road, Khairpur, Tehsil Kallar Kahar, Distt. Chakwal-Pakistan Phone: 92-543-650215-8 Fax: 92-543-650231
Factory
2.
Mission Statement
To provide quality products to customers and explore new markets to promote/expand sales of the Company through good governance and foster a sound and dynamic team, so as to achieve optimum prices of products of the Company for sustainable and equitable growth and prosperity of the Company.
Vision Statement
To transform the Company into a modern and dynamic cement manufacturing company with qualified professionals and fully equipped to play a meaningful role on sustainable basis in the economy of Pakistan.
M.Tons
40,000,000
35,000,000
85.7%
100%
82.5% 91.3% 79.1% 69.9%
80%
79.1% 81.0%
60%
40%
16,321,050
17,278,550
17,908,550
20,954,912
30,622,325
37,156,750
20%
0%
2003
2004
2005
2006
2007
DGK
2008
Years
Industry
Clouds of recession are hovering over the economy of Pakistan and having achieved consecutive growth of over 6% in real GDP during last four years, economic growth slowed down to 5.8% in FY 2008 against 6.8% recorded last year. Demand of cement is directly related with prevailing economic conditions. During FY 2008 cement sales in the country remained bleak due to uncertainty in political and economic front coupled with fading law and order situation. Total sales in the country were 22.395M tons against 21.034M tons last year, witnessing an increase of only over 6%. Dilemma of price war among the cement manufacturers to find out the market share has badly affected the financial health of the cement sector. In addition, all time high oil and coal prices coupled with expanding inflationary trend in the country hit badly the cost of production. Going forward, monetary tightening stance of the State Bank of Pakistan to curb inflation in the country posed additional burden in the form of increased lending rates.
PLANT PERFORMANCE
Plant performance during the year under review was excellent. Kiln-2 at DG Khan Site operated for record 343 days which is a record in the cement industry. Kiln-1 at DGK and kiln-1 at KHP operated 325 and 287 days respectively. It was only possible by adopting sound and prudent production management and preventive maintenance techniques. Your management believes in the policy of using the best available equipments to achieve both efficiency and effectiveness. This is evident for the fact that overall capacity utilization of the plants was above 103% during FY 2008 which is unprecedented in the cement industry of Pakistan.
7
Capacity Utilization
87.9%
FY2007-08 M.Tons Utilization 912,303 112.6% 1,368,798 114.1% 1,861,663 92.6% 4,142,764 103.1%
112%
Capacity Utilization
80%
Expansion plant in Khairpur (KHP) Dist. Chakwal, being in its first year of operation, operated remarkably well during the period under review. Detailed operational parameters are well within the range of guarantees given by the plant supplier. State of the art duel fuel power generation plant placed at Khairpur cement plant also started its commercial operations successfully.
1,045,023
1,120,246
1,396,246
1,478,071
1,590,808
2,288,170
4,142,764
2,193,687
20% 10% 0%
500,000 0 Years
2008
FY 2007-08 M.Tons DGK-Unit-1 DGK-Unit-2 KHP-Unit-1 Total 967,697 1,281,323 1,978,747 4,227,767
Cement production during the period under report was good and posted an increase of 76% compared with last year. Vertical Cement Grinding mill placed at Khairpur plant proved to be energy efficient and entails low maintenance compared with traditional cement mills.
FY 2007-08 Local Exports 1,871,727 395,046 1,700,351 266,828 3,572,078 661,875 4,233,953 95,202 72,481 167,683 FY 2006-07 Local Exports 2,214,059 153,477 134,770 2,348,829 153,477 2,502,306 25,000 25,000 -
DGK Site KHP Site Total Cement Sales Clinker Sales Total Clinker Sales
SALES The following table portrays the sales summary: Your company, after the start of production from new cement plant at Khairpur, fully paced to tap the local and export markets. Local Cement sales during FY 2008 ballooned by 52% compared with last year.
M.Tons
45,000,000
40,00,000
33,000,000
30,000,000 153,477 2,500,000 166,241 290,205 41.486 171,345 1,500,000 0 6,862 1,000,000
Whereas, export of cement posted a decent hike and augmented by 331%. Your company is now exporting not only to traditional market of Afghanistan, rather has entered into most of the countries of Middle East. In addition, your company is also trying to tap new export avenues and started exporting to Russia, India and some African countries. Your company is making all out efforts to utilize the optimum level of its available capacity, and have also started selling clinker both locally and in the international markets.
2,000,000
1,094,438
1,091,563
1,392,065
1,316,632
1,536,765
2,048,114
2,375,486
7
500,000
0 1 2 3 4 5 6 8
3,644,559
Volumetric growth in cement sales during the period contributed in getting the sale revenue doubled from last year. Despite the growth of 94% in sale revenue, gross profit during the period witnessed a decline of about 6% compared with previous period. Major contributors to the decline in gross profit are, the price war among the cement manufacturers which squeezed the profit margins sharply. The position further aggrevated due to sky rocketing fuel prices in international markets and severe inflation in the country. Prices of coal, used in cement industry, increased by nearly 50% during the period under report compared to last year. Likewise, since July 2007, OGRA increased Gas Tariff by over 40% for cement sector and over 38% for power generation. Similar trends were also witnessed in other input costs which badly affected the profitability of the company. Insufficient cash flows which rest to rely more on running finances and increasing lending benchmark rates, on the back of stringent monetary policy of the State Bank of Pakistan to curb mounting inflation in the country, put unmatched pressure on the finance cost. Going forward, worsening economic conditions and huge trade imbalances led to weak the Pakistani Rupees in relation to major international currencies. Higher production cost and devaluation of the rupee cast serious burden on the profitability of the company during the year, which was somehow bailed out by dividend income from investments. Total dividend stream during FY 2008 stood at Rs. 820.446 million against Rs. 465.774 million last year. After accounting for all charges including deprecation/
PKR In Millions PROFITABILITY 3,449
amortization of Rs. 1,363.037 million, financial charges of Rs. 1,749.837 million and Rs. (197.70) million for provision for taxation (including deferred tax of Rs. (305.0) million) etc. your Company suffered a net loss of Rs. 53.230 million. DIVIDEND Your management keeping in view profitability and liquidity position of the company decided not to recommend any dividend for the period under review. OPERATING AND FINANCIAL DATA Operating and financial data with key ratios for the last six years is annexed.
10
CORPORATE GOVERNANCE The statement of compliance with the best practices of Code of Corporate Governance is annexed.
11
12
13
100 Shares 500 Shares 1000 Shares 5000 Shares 10000 Shares 15000 Shares 20000 Shares 25000 Shares 30000 Shares 35000 Shares 40000 Shares 45000 Shares 50000 Shares 55000 Shares 60000 Shares 65000 Shares 70000 Shares 75000 Shares 80000 Shares 85000 Shares 90000 Shares 95000 Shares 100000 Shares 105000 Shares 110000 Shares 115000 Shares 120000 Shares 125000 Shares 130000 Shares 135000 Shares 140000 Shares 150000 Shares 155000 Shares 160000 Shares 165000 Shares 170000 Shares 175000 Shares 180000 Shares 195000 Shares 200000 Shares 205000 Shares 215000 Shares 220000 Shares 230000 Shares 245000 Shares 250000 Shares 265000 Shares 275000 Shares 290000 Shares 295000 Shares 300000 Shares
14
NO. OF SHAREHOLDERS 1 3 1 2 2 1 2 1 1 1 1 1 1 1 1 6 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1
FROM 300001 305001 310001 315001 320001 340001 345001 350001 360001 390001 425001 430001 440001 460001 475001 495001 505001 545001 575001 590001 610001 650001 675001 725001 735001 745001 750001 760001 795001 810001 825001 835001 840001 885001 895001 935001 995001 1005001 1015001 1145001 1170001 1285001 1345001 1410001 1545001 1560001 1605001 1795001 2145001 2230001 2395001 2480001 2760001
TO
TOTAL SHARES HELD 300600 918862 315000 632824 649500 340500 696500 352000 365000 391690 426157 435000 440500 463600 478500 3000000 506000 550000 578500 595000 615000 651000 679680 729200 738475 748700 753200 763300 800000 814000 826000 839000 843800 890000 900000 937500 1000000 1008200 1018000 1145700 1173287 1290000 1347200 1413800 1548485 1564500 1609300 1800000 2150000 2232700 2400000 2485000 2765000 Continued
305000 Shares 310000 Shares 315000 Shares 320000 Shares 325000 Shares 345000 Shares 350000 Shares 355000 Shares 365000 Shares 395000 Shares 430000 Shares 435000 Shares 445000 Shares 465000 Shares 480000 Shares 500000 Shares 510000 Shares 550000 Shares 580000 Shares 595000 Shares 615000 Shares 655000 Shares 680000 Shares 730000 Shares 740000 Shares 750000 Shares 755000 Shares 765000 Shares 800000 Shares 815000 Shares 830000 Shares 840000 Shares 845000 Shares 890000 Shares 900000 Shares 940000 Shares 1000000 Shares 1010000 Shares 1020000 Shares 1150000 Shares 1175000 Shares 1290000 Shares 1350000 Shares 1415000 Shares 1550000 Shares 1565000 Shares 1610000 Shares 1800000 Shares 2150000 Shares 2235000 Shares 2400000 Shares 2485000 Shares 2765000 Shares
15
FROM 2785001 2840001 3025001 3405001 3445001 3790001 3950001 3980001 4615001 5595001 6025001 10115001 11545001 11690001 12015001 12020001 TOTAL
TO
TOTAL SHARES HELD 2787400 2843500 3030000 3409201 3449200 3793700 3950100 3980548 4617000 5597852 6030000 10119166 11545548 11690276 12019080 79614700
2790000 Shares 2845000 Shares 3030000 Shares 3410000 Shares 3450000 Shares 3795000 Shares 3955000 Shares 3985000 Shares 4620000 Shares 5600000 Shares 6030000 Shares 10120000 Shares 11550000 Shares 11695000 Shares 12020000 Shares 79615000 Shares 253541157
16
SHARES HELD PERCENTAGE (A) ASSOCIATED COMPANIES, UNDERTAKINGS AND RELATED PARTIES :1. NISHAT MILLS LTD. 2. ADAMJEE INSURANCE COMPANY LIMITED (B) NIT AND ICP:1. INVESTMENT CORPORATION OF PAKISTAN 2. NATIONAL BANK OF PAKISTAN-TRUSTEE WING (NATIONAL INVESTMENT (UNIT) TRUST) (C) DIRECTORS, CEO, THEIR SPOUSE AND MINOR CHILDERN:1. MRS. NAZ MANSHA 2. MIAN RAZA MANSHA DIRECTOR/ CHAIRPERSON DIRECTOR/ CHIEF EXECUTIVE DIRECTOR/CFO 65,451 5,597,852 12,607 3,409,201 0.03 2.21 0.00 1.34 1,400 1,483,929 0.00 0.58 79,614,700 1,173,287 31.40 0.46
3. MR. I.U. NIAZI 4. MRS. AMMIL RAZA MANSHA (SPOUSE OF CHIEF EXECUTIVE)
(D) EXECUTIVES:NIL (E) PUBLIC SECTOR COMPANIES & CORPORATIONS:1. Joint Stock Companies 100,529,053 39.65
(F) BANKS, DEVELOPMENT FINANCE INSTITUTIONS, NON-BANKING FINANCE INSTITUTIONS INSURANCE COMPANIES, MODARABAS AND MUTUAL FUNDS:1. 2. 3. 4. Investment Companies Insurance Companies Financial Institutions Modaraba Companies 8,039,501 8,036,953 16,386,972 1,072,099 3.17 3.17 6.46 11.66
(G) SHAREHOLDERS HOLDING TEN PERCENT OR MORE VOTING INTEREST IN THE LISTED COMPANY:1. NISHAT MILLS LTD. 79,614,700 31.40
INFORMATION UNDER CLAUSE XIX (J) OF THE CODE OF CORPORATE GOVERNANCE There is no trading in the Companys Shares during the period July 1, 2007 to June 30, 2008 by the related parties
17
18
20. We confirm that all other material principles contained in the Code have been substantially complied with.
STATEMENT OF COMPLIANCE WITH THE BEST PRACTICES ON TRANSFER PRICING FOR THE YEAR ENDED JUNE 30, 2008. The Company has fully complied with the best practices on Transfer Pricing as contained in the related Listing Regulations of the Karachi, Lahore and Islamabad Stock Exchanges.
19
D.G. Khan Cement Company Limited REVIEW REPORT TO THE MEMBERS ON STATEMENT OF COMPLIANCE WITH THE BEST PRACTICES OF CODE OF CORPORATE GOVERNANCE
We have reviewed the statement of compliance with the best practices contained in the Code of Corporate Governance prepared by the Board of Directors of D. G. Khan Cement Company Limited (the Company) to comply with the Listing Regulations of the respective Stock Exchanges, where the Company is listed. The responsibility for compliance with the Code of Corporate Governance is that of the Board of Directors of the Company. Our responsibility is to review, to the extent where such compliance can be objectively verified, whether the statement of compliance reflects the status of the Companys compliance with the provisions of the Code of Corporate Governance and report if it does not. A review is limited primarily to inquiries of the Company personnel and review of various documents prepared by the Company to comply with the Code. As part of our audit of financial statements we are required to obtain an understanding of the accounting and internal control system sufficient to plan the audit and develop an effective audit approach. We have not carried out any special review of the internal control system to enable us to express an opinion as to whether the Boards statement on internal control covers all controls and the effectiveness of such internal controls. Based on our review, nothing has come to our attention, which causes us to believe that the statement of compliance does not appropriately reflect the Companys compliance, in all material respects, with the best practices contained in the Code of Corporate Governance.
20
in our opinion and to the best of our information and according to the explanations given to us, the balance sheet, profit and loss account, 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 respectively give a true and fair view of the state of the Companys affairs as at 30 June 2008 and of the profit, its cash flows and changes in equity for the year then ended; and in our opinion Zakat deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980), was deducted by the Company and deposited in the Central Zakat Fund established under section 7 of that Ordinance.
d)
21
Note EQUITY AND LIABILITIES CAPITAL AND RESERVES Authorised capital - 950,000,000 (2007: 950,000,000) ordinary shares of Rs 10 each - 50,000,000 (2007: 50,000,000) preference shares of Rs 10 each Issued, subscribed and paid up capital Reserves Accumulated (loss) / profit 5 6
NON-CURRENT LIABILITIES Long term finances Liabilities against assets subject to finance lease Long term deposits Retirement and other benefits Deferred taxation 7 8 9 10 11 8,411,051 73,890 54,018 1,319,000 9,857,959 CURRENT LIABILITIES Trade and other payables Accrued markup Short term borrowing - secured Current portion of non - current liabilities Provision for taxation 12 13 14 15 1,370,336 364,664 7,597,020 2,687,608 35,090 12,054,718 CONTINGENCIES AND COMMITMENTS 16 1,027,274 342,612 3,942,972 2,042,281 35,090 7,390,229 8,686,447 1,141 79,467 39,862 1,624,000 10,430,917
51,992,934 The annexed notes from 1 to 45 form an integral part of these financial statements.
51,744,331
Chief Executive
22
Note ASSETS NON-CURRENT ASSETS Property, plant and equipment Assets subject to finance lease Capital work in progress Investments Long term loans, advances and deposits 17 18 19 20 21
CURRENT ASSETS Stores, spares and loose tools Stock-in-trade Trade debts Investments Advances, deposits, prepayments and other receivables Cash and bank balances 22 23 24 25 26 27 2,299,250 445,856 366,173 15,082,582 782,358 226,372 19,202,591 1,496,291 295,140 144,245 16,933,790 229,315 116,173 19,214,954
51,992,934
51,744,331
Director
23
D.G. Khan Cement Company Limited PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED JUNE 30, 2008
2008 2007 (Rupees in thousand) 12,445,996 (10,530,723) 1,915,273 30 31 32 33 (111,658) (561,465) (581,913) 847,344 1,507,581 34 20 (1,749,837) (8,674) (250,930) 35 197,700 (53,230) 42 (0.21) 6,419,625 (4,387,640) 2,031,985 (104,169) (65,122) (139,721) 479,420 2,202,393 (467,759) (14,163) 1,720,471 (98,000) 1,622,471 6.43
Note Sales - net Cost of sales Gross profit Administrative expenses Selling and distribution expenses Other operating expenses Other operating income Profit from operations Finance cost Share of loss of associated companies (Loss) / profit before tax Taxation (Loss) / profit for the year (Loss) / earnings per share - basic and diluted 28 29
Appropriations have been reflected in the statement of changes in equity. The annexed notes from 1 to 45 form an integral part of these financial statements.
Chief Executive
Director
24
D.G. Khan Cement Company Limited CASH FLOW STATEMENT FOR THE YEAR ENDED JUNE 30, 2008
2008 2007 (Rupees in thousand)
Note Cash flows from operating activities Cash generated from operations Finance cost paid Retirement and other benefits paid Taxes paid Net (decrease) / increase in long term deposits Net cash (used in)/generated from operating activities Cash flows from investing activities Purchase of property, plant and equipment Purchase of investments Sale proceeds of investments Net (increase)/decrease in long term loans, advances and deposits Sales proceeds of property, plant and equipment Dividend received Interest received Net cash used in investing activities Cash flows from financing activities Proceeds from issuance of share capital Proceeds from long term finances Repayment of long term finances Repayment of liabilities against assets subject to finance lease Dividend paid Net cash (used in)/generated from financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at the beginning of year Cash and cash equivalents at the end of year 37 36
The annexed notes from 1 to 45 form an integral part of these financial statements.
Chief Executive
Director
25
D.G. Khan Cement Company Limited STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED JUNE 30, 2008
CAPITAL RESERVE Fair value reserve R u p e e s Capital redemption reserve fund i n REVENUE RESERVE Accumulated (loss)/profit Total
Share capital
Share premium
General reserve
t h o u s a n d
Balance as at 30 June 2006 Final dividend for the year ended 30 June 2006 - Rs 1.5 per share Issue of 46,098,392 ordinary shares of Rs 10 each fully paid in cash Transfer from profit and loss account Issue of bonus shares @ 10% Fair value gain during the year Profit for the year Balance as at 30 June 2007 Final dividend for the year ended 30 June 2007 - Rs 1.5 per share Transfer from profit and loss account Fair value loss during the year Loss for the year Balance as at 30 June 2008
1,843,937
1,561,350
11,092,777
284,400
2,146,827
2,330,558
19,259,849
(345,738)
(345,738)
1,150,034 2,711,384
11,775,586 22,868,363
69,110 353,510
2,535,412
(3,409,386) -
353,510
2,711,384 19,458,977
The annexed notes from 1 to 45 form an integral part of these financial statements.
Chief Executive
Director
26
2.2
Significant accounting policies 4.1 Taxation Income tax expense comprises current and deferred tax. Income tax is recognized in profit and loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current Provision of current tax is based on the taxable income for the year determined in accordance with the prevailing law for taxation of income. The charge for current tax is calculated using prevailing tax rates or tax rates expected to apply to the profit for the year if enacted after taking into account tax credits, rebates and exemptions, if any. The charge for current tax also includes adjustments, where considered necessary, to provision for tax made in previous years arising from assessments framed during the year for such years. Deferred Deferred tax is accounted for using the balance sheet liability method in respect of all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of the taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences, unused tax losses and tax credits can be utilised. Deferred tax assets and liabilities are calculated at the rates that are expected to apply to the period when the asset is realized or the liability is settled, based on the tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. Deferred tax is charged or credited in the income statement, except in the case of items credited or charged to equity in which case it is included in equity. 4.2 Retirement and other benefits The main features of the schemes operated by the Company for its employees are as follows: Defined benefit plan The Company operates an approved funded defined benefit gratuity plan for all employees having a service period of more than five years for management staff and one year for workers. Provisions are made in the financial statements to cover obligations on the basis of actuarial valuations carried out annually. The most recent valuation was carried out as at 30 June 2008 using the "Projected unit credit method". The amount recognised in balance sheet represents the present value of the defined benefit obligation as on 30 June 2008 as adjusted for unrecognised actuarial gains and losses. Cumulative net unrecognised actuarial gains and losses at the end of the previous year which exceed 10% of the greater of the present value of the Company obligations and the fair value of plan assets are amortised
28
29
4.9
Financial assets and liabilities Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. All financial assets and liabilities are initially measured at cost, which is the fair value of the consideration given and received respectively. These financial assets and liabilities are subsequently measured at fair value, amortised cost or cost, as the case may be. The particular measurement methods adopted are disclosed in the individual policy statements associated with each item.
4.10
Offsetting of financial assets and financial liabilities A financial asset and a financial liability is offset and the net amount is reported in the balance sheet if the Company has a legally enforceable right to set-off the recognized amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.
4.11
Trade debts Trade debts are carried at original invoice amount less an estimate made for doubtful debts based on a review of all outstanding amounts at the year end. Bad debts are written off when identified.
4.12
Cash and cash equivalents Cash and cash equivalents are carried in the balance sheet at cost. For the purpose of cash flow statement, cash and cash equivalents comprise cash in hand, demand deposits, other short term highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value and short term borrowings. In the balance sheet, short term borrowings are included in current liabilities.
4.13
Borrowings Interest bearing borrowings are recognized initially at fair value less attributable transaction cost. Subsequent to initial recognition, these are stated at amortized cost with any difference between cost and redemption value being recognized in the profit and loss over the period of the borrowings on an effective interest basis. Preference shares, which are mandatorily redeemable on a specific date at the option of the company, are classified as liabilities. The dividend on these preference shares are recognised in the profit and loss account as finance cost. Finance costs are accounted for on an accrual basis.
4.14
Trade and other payables Financial liabilities are initially recognized at fair value plus directly attributable cost, if any, and subsequently at amortized cost using effective interest rate method. Other amounts payable are carried at cost which is the fair value of the consideration to be paid in future for goods and services.
4.15
Provisions Provisions are recognized when the Company has a legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount can be made. However, provisions are reviewed at each balance sheet date and adjusted to reflect current best estimate.
32
79,614,700 (2007: 79,614,700) ordinary shares of the Company are held by Nishat Mills Limited, an associated concern as at 30 June 2008. In addition 1,173,287 (2007: 1,173,287) ordinary shares are held by the Adamjee Insurance Company Limited a related party as at 30 June 2008. 2008 2007 Note (Rupees in thousand) Reserves Movement in and composition of reserves is as follows: Capital Share premium At the beginning of the year Addition during the year Fair value reserve At the beginning of the year Net (loss) / gain during the year Capital redemption reserve fund At the beginning of the year Transfer from profit and loss account Revenue General reserve At the beginning of the year Transfer from profit and loss account 6.1 2,711,384 2,711,384 6.2 22,868,363 (3,409,386) 19,458,977 6.3 353,510 353,510 22,523,871 3,696,827 1,375,000 5,071,827 27,595,698 284,400 69,110 353,510 25,933,257 2,146,827 1,550,000 3,696,827 29,630,084 11,092,777 11,775,586 22,868,363 1,561,350 1,150,034 2,711,384
6.1
This reserve can be utilised by the Company only for the purposes specified in section 83(2) of the Companies Ordinance, 1984.
34
In accordance with the terms of issue of preference share, to ensure timely payments, the Company was required to maintain a redemption fund with respect to preference shares. The Company had created a redemption fund and appropriated Rs 7.4 million each month from the profit and loss account in order to ensure that fund balance at redemption date is equal to the principal amount of the preference shares. The preference shares have been redeemed during the year ended 30 June 2007. 2008 2007 Note (Rupees in thousand) Long term finances These are composed of: Long term loans Loan under musharika arrangement Less: Current portion shown under current liabilities 7.1 & 7.2 7.3 15 9,094,112 2,000,000 11,094,112 2,683,061 8,411,051 10,705,016 10,705,016 2,018,569 8,686,447
35
Long term loans Long term finances utilized under mark up arrangements from banking companies are composed of:
Lender 2008 2007 (Rupees in thousand) Rate of interest per annum Outstanding installments Interest payable
Long term loan from banking company-secured 1 Habib Bank Limited 457,143 685,714 * Base rate +0.625% 4 equal semi-annual installments ending 31 March 2010 4 equal semi-annual installment ending June 20, 2010 4 equal semi-annual installments ending 30 June 2010 2 equal semi-annual installments ending 12 June 2009 3 equal semi-annual installments ending 19 August 2009 5 equal semi-annual installments ending 19 August 2010 6 equal semi-annual installments ending 30 June 2011 7 equal semi-annual installments ending 29 September 2011 The loan has been fully repaid during the year 7 equal semi-annual installments ending 16 November 2011 7 equal semi-annual installments ending on 30 December 2011 9 equal semi-annual installments ending 30 September 2012 11 equal semi-annual installments beginning on 16 March 2009 Semi annual Quarterly
114,286
171,429
Quarterly
171,428
257,143
Semi annual
Bank of Punjab
80,000
160,000
Quarterly
60,000
100,000
Semi annual
100,000
140,000
Semi annual
780,000
1,040,000
Semi annual
636,364
818,182
Quarterly
Citi Bank
1,200,000
* Base rate + 1%
10
700,000
900,000
11
700,000
900,000
Quarterly
12
900,000
1,000,000
Semi annual
13
Bank Alfalah
634,000
634,000
Quarterly
14
United Bank Limited Foreign currency-unsecured European Investment Bank US$ 40.482 million (2007 : US$ 44.530 million)
1,000,000
2 equal semi annual Semi annual installments payable on 27-02-2009 & 27-08-2009 10 equal semi-annual installments ending on 29 March 2013 Quarterly
15
2,760,891
2,698,548
9,094,112
10,705,016
* Base rate ** Base rate Average ask rate of six-month Karachi Inter Bank Offer Rate ("KIBOR") to be set for each mark-up period. Average ask rate of three-month London Inter Bank Offer Rate ("LIBOR") to be set for each mark-up period.
36
The minimum lease payments have been discounted at an implicit interest rate ranging from 5.24% to 5.30% (2007: 5.24% to 8.10%) to arrive at their present value. Rentals are paid in monthly installments and in case of default of any payment, an additional charge @ 2% to 5% per month shall be paid. The lessee has the option to purchase the assets after expiry of the lease term. Taxes, repairs and insurance costs are to be borne by the Company. In case of termination of the agreement, the Company is to pay the entire rent for the unexpired period of lease agreement . The amount of future payments of the lease and the period in which these payments will become due are as follows: Minimum Future Present value of lease finance lease liability payments charge 2008 2007 (R u p e e s i n t h o u s a n d) 1,151 1,151 10 10 Note 1,141 1,141 20,588 1,141 21,729
Years
Not later than one year Later than one year and not later than five years
9.
2008 2007 (Rupees in thousand) 28,252 45,638 73,890 25,995 53,472 79,467
9.1 These represent interest free security deposits from stockists and suppliers and are repayable on cancellation/withdrawal of the dealership or on cessation of business with the company respectively. Note 10.1 10.2
37
10
2008 2007 (Rupees in thousand) 26,362 27,656 54,018 17,147 22,715 39,862
38
10.1.9 Assumptions used for valuation of the defined benefit schemes for management and non-management staff are as under: 2008 2007 Discount rate Expected rate of increase in salary Average expected remaining working life time of employee 10.1.10 12 % per annum 11 % per annum 12 years 10 % per annum 9 % per annum 13 years
The Company expects to pay Rs. 15.328 million in contributions to defined benefit plan in 2009. 2008 2007 Note (Rupees in thousand) 10.2 Leave encashment Opening balance Expenses recognized Payments made Payable within one year Closing balance 15 22,715 11,135 (2,788) 31,062 (3,406) 27,656 17,711 8,798 (670) 25,839 (3,124) 22,715
10.2.1 Movement in liability for defined benefit obligation Present value of defined benefit obligation as at 01 July Current service cost Interest cost Benefits paid during the period Actuarial loss on present value of defined benefit obligation Payable within one year Present value of defined benefit obligation as at 30 June
39
10.2.4 Assumptions used for valuation of the accumulating compensated absences are as under: 2008 Discount rate Expected rate of increase in salary Average expected remaining working life time of employee Expected withdrawal and early retirement rate 2007
12 % per annum 10 % per annum 11 % per annum 9 % per annum 12 years 13 years Based on experience 2 0 0 7 Officers Workers (days) (days) 14.00 8.00 0.50 0.25 20.00 8.00 3.00 2.00
2 0 0 8 Officers Workers (days) (days) Average number of leaves - Utilized per annum - Encashed per annum - Utilized per annum in excess of accrued leave of 30 days - Encashed per annum in excess of accrued leave of 30 days 11 Deferred taxation The liability for deferred taxation comprises temporary differences relating to: 13.00 6.00 0.50 0.25 18.00 10.00 3.00 2.00
2008 2007 (Rupees in thousand) Deferred tax liability Accelerated tax depreciation Deferred tax assets Provision for retirement and other benefits Unabsorbed tax credits 4,672,944 (2,629) (3,351,315) 1,319,000 4,390,528 (2,669) (2,763,859) 1,624,000
40
Included in trade creditors is an amount of Rs Nil (2007: Rs 28.297 million) payable to a related party. The Company has entered into two interest rate cross currency swaps agreements with banks for a notional amount of Rs. 2,000 million (2007: Nil), maturing upto 28 September 2009. The outstanding balance of these arrangements is Rs. 2,000 million (2007: Nil) as at the balance sheet date. Under interest rate swap arrangements the Company would receive 6 months KIBOR rates and pay 6 months LIBOR rates as per the respective arrangements. Further under cross currency swaps arrangements the Company would receive USD and pay PKR, which would be settled semi annually. As at the balance sheet date, the net fair value of these interest rate cross currency swaps is Rs 145.262 million (2007: Nil) 2008 2007 Note (Rupees in thousand) Workers' profit participation fund Opening balance Provision for the year Interest for the year Less:Payments during the year Closing balance 32 34 93,145 522 93,667 93,667 182,006 93,145 98 275,249 182,104 93,145
12.3
13
Accrued markup Long term loans Short term borrowing - secured Preferred dividend on redeemable preference shares 273,080 91,495 89 364,664 301,310 41,209 93 342,612
14
Short term borrowing - secured Short term running finances Import finances 14.1 14.2 5,359,645 2,237,375 7,597,020 3,269,971 673,001 3,942,972
41
(ii)
42
Collector of Customs and Central Excise, Multan has passed an order dated November 26, 1999, against the Company on the grounds that the said machinery was being manufactured locally during the time when it was imported. The total demand as raised against the Company amounts to Rs 715.372 million out of which Rs 200.645 million has been paid. An appeal against the order was filed with the Lahore High Court, which has been decided in favour of the Company. However, the Custom Authorities have filed an appeal with the Supreme Court of Pakistan against the orders of the Lahore High Court. Hence, no provision for the balance amount of Rs 514.727 million has been made in the financial statements as according to the management of the company there are meritorious grounds that the ultimate decision would be in its favour. (iii) The Company has issued following guarantees in favour of: Collector of Customs, Excise and Sales Tax against levy of sales tax, custom duty and excise duty amounting to Rs 21.830 million (2007: Rs 21.830 million). Director, Excise Collection Office, Sindh Development and Maintenance against recovery of infrastructure fee amounting to Rs 113 million (2007: Rs 83 million). Director General, Mines and Minerals, Punjab against installation of cement factory near Khairpur, District Chakwal amounting to Rs 3 million (2007: Rs 3 million). Director General, Mines and Minerals, Quetta against lime stone, shale and other cement manufacturers' amounting to Rs 3 million (2007: Rs 3 million). The President of the Islamic Republic of Pakistan against the performance of a contract and against advance payment to Frontier Works Organisation amounting to Rs 1 million (2007: Rs 1 million). Managing Director, Pakistan Railways against the performance of a contract amounting to Rs 3.925 million (2007: Rs 9.742 million). Sui Northern Gas Pipeline against the performance of a contract amounting to Rs 707.164 million (2007: Rs 707.164). Professional Tax imposed by Administration Zila Council ( The District Coordination Officer, DG Khan) Rs. 50 thousand (2007: Nil) 16.2 Commitments (i) (ii) (iii) (iv) Contracts for capital expenditure Rs 113.987 million (2007: Rs 306.936 million). Letters of credit for capital expenditure Rs 857.570 million (2007: Rs 1,013.409 million). Letters of credit other than capital expenditure Rs 275.746 million (2007: Rs 431.169 million). The amount of future payments under operating leases and the period in which these payments will become due are as follows: 2008 2007 Note (Rupees in thousand) 319 747 3,524 4,590
43
Not later than one year Later than one year and not later than five years Later than five years
(Rupees in thousand)
Accumulated Accumulated Depreciation Accumulated Cost as at Book value depreciation depreciation charge/ depreciation June 30, as at June written off as at June 30, (deletions) as at June 2008 30, 2008 during the 2007 for the year 30, 2008 year
3.33
206,738 -
69,261 63,000
275,999 63,000
1,050
1,050
275,999 61,950
10 5 10
10 20
236,217 128,851
(27,407) (1,740)
3,233
247,887 145,450
69,971 44,614
(21,022) (1,615)
66,704 53,578
181,187 91,872
30
38,185
38,185
30,959
33,126
5,059
10
321,468 27,604,826
(3,238) (59,951)
124,799
380,032 29,766,832
56,030 5,487,275
29,491 1,359,595
(2,832) (50,217)
82,689
297,343
6,788,938 22,977,894
(7,715)
Freehold land and building include book values of Rs 12 million(2007: Rs 12 ,million) and Rs 9.177 million (2007: Rs 9.177 million) respectively which are held in the name of Chief Executive of the Company. This property is located in the locality of Defence Housing Authority where the by-laws restrict transfer of the residential property in the name of the Company.
Description
Freehold land Leasehold land Building on freehold land - Factory building - Office building and housing colony Roads Plant and machinery Quarry equipment Furniture, fixture and office equipment Vehicles
Accumulated Accumulated Depreciation Accumulated Cost as at Book value depreciation depreciation charge/ depreciation June 30, as at June written off as at June 30, (deletions) as at June 2007 30, 2007 during the 2006 for the year 30, 2007 year
160,745 -
45,993 -
206,738 -
206,738 -
10 5 10
10 20
142,518 98,558
7,066
236,217 128,851
59,834 39,021
69,971 44,614
166,246 84,237
30 10
38,185 93,969
147,003
30,959 56,030
7,226 265,438
5,487,275 22,117,551
44
17.2 Disposal of property, plant and equiment Detail of property, plant and equipment disposed off during the year is as follows:
Particulars of assets Sold to Cost Accumulated depreciation
Book value
Sales proceeds
Mode of Disposal
(Rupees in thousand)
Plant and machinery Vehicles Nishat Mill Limited - Related party 20,352 1,292 19,060 20,760 Negotiation Outsiders Mr. Tariq Munir Mr. Waqar Mustafa Mr. Zahid Ali Khan Mr. Mehboob Alam Mr. Ghulam Akhtar Mr. Irfan Hammed Mr. Rehman Yousaf Mr. Waqar Mustafa Mr. Rashid Mr. Zahid Pervaiz Mr. Irfan Hammed Mr. Sh Nadeem Mr. Saeed Ahmed Mr. Mahmood Akhtar Other assets with book value less than Rs. 50,000 2008 2007
543 1,102 687 731 439 452 452 522 576 396 1,268 366 353 1,214 249 29,702 26,259
390 849 493 638 357 235 229 441 357 208 700 290 202 848 186 7,715 7,141
153 253 194 93 82 217 223 81 219 188 568 76 151 366 63 21,987 19,118
281 490 422 515 224 476 463 339 337 453 810 198 240 550 97 26,655 23,608
-do-do-do-do-do-do-do-do-do-do-do-do-do-do-
18.
(Rupees in thousand)
Accumulated Depreciation Accumulated Book value depreciation charge/ depreciation as at June as at June 30, (deletions) as at June 30, 2008 2007 for the year 30, 2008 7,490 14,017 1,025 (3,317) 2,417 (16,434) 3,442 (19,751) 5,198 5,135 -
Description
20 4.76
(6,550) (138,000)
2008
154,883
(144,550)
10,333
21,507
5,198
5,135
(Rupees in thousand)
Description
Rate % Cost as at June 30, 2006 28,152 308,000 Additions/ (deletions) Transfer In/(out) Cost as at June 30, 2007 16,883 138,000 Accumulated Depreciation Accumulated Book value depreciation charge/ depreciation as at June as at June 30, (deletions) as at June 30, 2007 2006 for the year 30, 2007 8,719 32,375 2,974 (4,203) 11,705 (30,063) 14,679 (34,266) 7,490 9,393
20 4.76
(11,269) (170,000)
14,017 123,983
2007
336,152
(181,269)
154,883
41,094
21,507 133,376
45
Note 19 Capital work in progress Civil works Plant and machinery [including in transit Nill (2007: Rs 417,453)] Advances Others Expansion project : Civil works Plant and machinery Others Advances
2008 2007 (Rupees in thousand) 198,881 2,073,276 16,563 61,846 2,642 443,097 55,575
19.1
19.1
Advances Civil works Plant and machinery Others 9,233 39,628 1,800 50,661
20
Investments Equity instruments of associated company Investment in subsidiary company Available for sale 20.1 Equity instruments of associated company Note Un-quoted Nishat Paper Products Company Limited (Formerly Nishat Shauaiba Paper Product Company Limited) NIL (2007: 9,307,359) fully paid ordinary shares of Rs 10 each 2008 2007 (Rupees in thousand) 20.1 20.2 20.3 203,629 6,592,332 6,795,961 72,693 8,101,781 8,174,474
93,073 93,073
46
The Companys share of the result of its associated company, which are unlisted and incorporated in Pakistan, and its share of the assets, liabilities and revenue is as follows: Percentage Interest held % Assets Liabilities Revenues (Loss) (Rupees in thousand) Nishat Shuaiba Paper Products Company Limited 20.00% 321,495 321,495 248,844 248,844 Note 20.2 Investment in subsidiary company Un-quoted Nishat Paper Products Company Limited (Formerly Nishat Shauaiba Paper Products Company Limited) 23,268,398 (2007: NIL) fully paid ordinary shares of Rs 10 each Equity held: 50% (2007: Nil) Carrying amount of 9,307,359 ordinary shares of Rs 10 each transferred from investment in associate Purchase consideration for acquisition of 13,961,039 ordinary shares of Rs 10 each 20.3 Available for sale Related parties Others 20.3.1 20.3.2 1,552,937 1,334 1,554,271 Revaluation surplus 5,038,061 6,592,332 1,504,232 1,310 1,505,542 6,596,239 8,101,781 232,683 20.1 64,019 139,610 203,629 110,110 110,110 (12,701) (12,701)
Name 2007
47
893,664
893,664
48,872
48,872
125,834
125,834
348,858
348,858
135,709 1,552,937
87,004 1,504,232
Nishat Mills Limited, Nishat (Chunian) Limited, Adamjee Insurance Company Limited and Gulf Nishat Apparel Limited are associated undertakings as per the Companies Ordinance, 1984, however, for the purpose of measurement, these have been classified as available for sale and measured at fair value as the Company dose not have significant influence over these companies.
48
(Rupees in thousand)
890
890
76
76
27
27
15
15
24 1,334
1,310
Investments with a face value of Rs 102 million (2007: Rs 17.0 million) are pledged as security against bank facilities.
Long term loans, advances and deposits Loans to employees - considered good - Executives - Others Less: Receivable within one year - Executives - Others 21.1 89 5,261 5,350 73 1,548 1,621 21.2 26 3,729 154,851 17,206 137,645 Advance against issue of shares - related party Security deposits 21.3 339,816 41,856 523,046
49
444 5,430 5,874 359 1,503 1,862 4,012 172,057 17,206 154,851 38,050 196,913
Loan to related party - considered good Less receivable within one year
These represent secured loans given to executives and other employees for house building and purchase of motor vehicles and are recoverable in equal monthly installments over a period of 24 to 96 months. The loans given to executives and other employees carry interest at the rate 10% per annum (2007: 10% per annum) except for loans given to workers which are interest free. The loans of Rs 5.350 million (2007: Rs 5.874 million) are secured against the employees' respective retirement benefits. The maximum aggregate amount due from executives at any time during the year was Rs 0.413 million (2007: Rs 0.594 million). 21.2 This represents un-secured loan of Rs 122.500 million and Rs 49.557 million given to Sui Northern Gas Pipelines Limited for the development of infrastructure for supply of natural gas to the plants at D. G. Khan and Khairpur. Mark-up is charged at rates ranging from 1.5% to 2% per annum (2007: 1.5% to 2 % per annum) and is receivable annually. This amount is receivable in 10 annual installments commencing 01 January 2007 and 28 March 2008. This represents payment to Nishat Hotels Limited as advance for issuance of shares. 2008 2007 (Rupees in thousand) 22 Stores, spares and loose tools Stores [including in transit Rs 179.944 million (2007: Rs 156.173 million)] Spares Loose tools 1,898,494 389,236 11,520 2,299,250 1,107,260 385,284 3,747 1,496,291
21.3
Stores and spares include items which may result in fixed capital expenditure but are not distinguishable. 2008 2007 (Rupees in thousand) 23 Stock-in-trade Raw materials Packing material Work-in-process Finished goods 138,409 110,786 118,292 78,369 445,856 28,871 53,855 142,686 69,728 295,140
50
Note 24 Trade debts - considered good - Secured - Unsecured: Related parties Others 24.1
24.1
Due from related parties Nishat Mills Limited Nishat (Chunian) Limited MCB Bank Limited Gulf Nishat Apparel Limited Nishat Power Limited These are in the normal course of business and are interest free. 769 2,893 3,662 2,415 425 607 38 3,485
25
Investments Available-for-sale Related parties Add: Revaluation surplus 25.1 Related parties-Quoted Nishat Mills Limited - associated company 1,875,658 (2007: 1,875,658) fully paid ordinary shares of Rs 10 each Market value -Rs 161.250 million (2007: Rs 244.681 million) Nishat (Chunian) Limited - associated company 151,199 (2007: 151,199) fully paid ordinary shares of Rs 10 each Market value - Rs 3.630 million (2007: Rs 6.221 million) MCB Bank Limited 45,706,541 (2007: 45,706,541) fully paid ordinary shares of Rs 10 each Market value Rs 14,917.702 million (2007: Rs 16,682.888 million) 25.1 661,666 14,420,916 15,082,582 661,666 16,272,124 16,933,790
171,794
171,794
11,638
11,638
478,234 661,666
478,234 661,666
Nishat Mills Limited and Nishat (Chunian) Limited are associated undertakings as per the Companies Ordinance, 1984, however, for the purpose of measurement, these have been classified as available for sale and measured at fair value as the Company dose not have significant influence over these companies.
51
Note 26 Advances, deposits, prepayments and other receivables Loans to employees - considered good Advances - considered good - to employees - to suppliers Current portion of long term receivable from related party Due from related parties Mark-up receivable from related party Derivative financial instruments Profit receivable on bank deposits Prepayments Letters of credit - margins, deposits, opening charges, etc. Claims recoverable from government Income tax Sales tax Excise duty Export rebat Dividend receivable Receivable against sale of fixed assets Other receivables
1,621 26.1 26.2 21 26.3 26.4 26.5 & 26.6 2,834 413,868 416,702 17,206 11,492 1,255 102,235 443 180 5,597 115,218 70,593 18,374 19,814 223,999 11 1,617 782,358
1,862 2,370 42,154 44,524 17,206 1,241 1,386 101 257 2,898 86,738 44,696 13,036 9,015 153,485 5,000 1,355 229,315
26.7
26.1 26.2
Included in advances to employees are amounts due from executives of Rs 385 thousand (2007: Rs 152 thousand). This includes amount due from Subsidiary company amounting to Rs. 377.736 million (2007: Nil) relating to advance for purchase of paper bags carrying interest rate 3 months KIBOR plus 90bps (2007: Nil). 2008 2007 (Rupees in thousand)
26.3
Due from related parties Nishat Mills Limited Security General Insurance Company Limited These relate to normal business of the Company and are interest free. 11,492 11,492 1,092 149 1,241
26.4 26.5
This represents mark-up receivable from Sui Northern Gas Pipelines Limited against the loan as referred to in note 21.2. The Company has entered into two interest rate cross currency swaps agreements with banks for a notional amount of USD 15 million (2007: Nil), maturing upto 29 September 2013. The outstanding balance of these arrangements is USD. 13.712 million (2007: Nil) as at the balance sheet date. Under interest rate swap arrangements the Company would pay 3 months KIBOR rates and receive 3 months LIBOR rates as per the respective arrangements on quarterly basis, further under cross currency swaps arrangements the Company would receive PKR and pay USD, which would be settled semi annually. As at the balance sheet date, the net fair value of these interest rate cross currency swaps is Rs 89.076 million (2007: Nil).
52
26.7
27
Pending the outcome of the appeals, the amount has been shown as recoverable in the financial statements as according to the management, there are meritorious grounds that the ultimate decision would be in its favour. 2008 2007 (Rupees in thousand) Cash and bank balances At banks Saving accounts - Pak rupee - Foreign currency US $ 22.20 (2007: US $ 22.22) Current accounts Cash in hand
27.1 27.2
The balances in saving accounts bear mark-up which ranges from 0.1% to 5% per annum (2007: 0.1% to 3.5% per annum). Included in balances at banks on saving accounts are Rs 14.480 million (2007: Rs 12.975 million) which are under lien to secure bank guarantees as referred to in note 14.2. 2008 2007 (Rupees in thousand)
28
Sales - net Local sales Export sales Less: Excise duty Special Excise duty Sales tax Commission to stockists 14,685,075 2,741,111 17,426,186 2,727,232 99,556 1,902,653 250,749 4,980,190 12,445,996 28.1 8,887,306 511,826 9,399,132 1,679,829 1,159,214 140,464 2,979,507 6,419,625
Export sales include rebate on exports amounting to Rs 16.500 million (2007: Rs 2.736 million).
53
Salaries, wages and other benefits include Rs 13.106 million (2007: Rs 7.950 million), Rs 8.661 million (2007: Rs. 5.462 million) and Rs 7.783 million (2007: Rs 6.068 million) respectively, in respect of provident fund contribution by the Company, provision for gratuity and staff compensated absences. Stores and spares consumed during the year include Rs. 3.465 million (2007: Rs 0.874 million) being stores and spares written off.
29.2
54
17.1 18.1
30.2
Legal and professional charges include the following in respect of auditors' services for: KPMG Taseer Hadi & Co. Statutory audit Half yearly review Certification and sundry services Out of pocket expenses A. F. Ferguson & Co. Half yearly review Tax services Certification and sundry services Out of pocket expenses 850 225 20 75 700 20 50
553 1,723
55
17.1
32
Salaries, wages and other benefits include Rs 1.433 million (2007: Rs 1.185 million), Rs 0.987 million (2007: 0.760 million) and Rs 1.131 million (2007: Rs 1.178 million) respectively, in respect of provident fund contribution by the Company, provision for gratuity and staff compensated absences. 2008 2007 Note (Rupees in thousand) Other operating expenses Workers' profit participation fund Book value of asset written off Donation Worker welfare fund Exchange loss 17 32.1 9,734 5,000 567,179 581,913 32.1 None of the directors and their spouses had any interest in any of the donees. Note 93,145 11,050 35,112 414 139,721
33
Other operating income Income from financial assets Income on bank deposits Interest on loans to employees Dividend income from: - Related parties - Others
661 128 33.1 820,303 143 820,446 821,235 1,588 4,668 10,240 7,755 1,858 26,109 847,344
56
1,659 182 465,656 118 465,774 467,615 1,634 4,490 4,170 1,208 303 11,805 479,420
Income from non-financial assets Rental income Profit on sale of property, plant and equipment Scrap sales Mark-up on loan/advances to related parties Provisions and unclaimed balances written back
35
During the year borrowing costs amounting to Nil (2007: Rs. 879.781 million) has been capitalized in the property, plant and equipment pertaining to the new expansion project. 2008 2007 (Rupees in thousand) Provision for taxation For the year - Current - Deferred Prior year - Current - Deferred 107,300 (305,000) (197,700) (197,700) 35.1 33,000 312,435 345,435 (247,435) (247,435) 98,000
The provision for current taxation represents the minimum tax due under section 113 of the Income Tax Ordinance, 2001, which is available for set off against normal tax liability that may arise in five succeeding years. For purposes of current taxation, the tax credit available for carry forward as at 30 June 2008 are estimated approximately at Rs 9,576 million (2007: Rs 7,897 million).
35.2
Since the Company is liable to pay minimum tax, therefore, no numerical tax reconciliation is given.
57
2008 2007 (Rupees in thousand) (250,930) 1,359,595 3,442 (4,668) (820,446) 8,674 3,465 (8,544) 22,616 567,179 1,749,837 2,630,220 (806,424) (150,716) (221,928) (529,341) 341,849 (1,366,560) 1,263,660 1,720,471 479,526 14,679 (4,490) (465,774) 14,163 874 (3,049) 16,533 414 467,759 2,241,106 (661,116) (68,854) (70,080) (63,728) (380,723) (1,244,501) 996,605
14 27
Directors 2008 2007 (Rupees in thousand) 7,470 1,370 810 354 72 1,432 11,508 2 6,214 1,207 540 340 477 61 1,338 10,177 2
Executives 2008 2007 (Rupees in thousand) 73,737 10,822 33,978 1,965 1,068 12,835 134,405 69 51,014 5,159 12,082 3,797 1,442 894 16,770 91,158 48
All transactions with related parties have been carried out on commercial terms and conditions. 40. Plant capacity and actual production Capacity 2008 2007 Clinker (M. Tons) Unit 1 Unit 2 Unit 3 Actual production 2008 2007
59
Financial assets On balance sheet Investments Long term loans and deposits Trade debts Advances, deposits, prepayments and other receivables - Mark-up receivable from related party - Profit receivable on bank deposits - Dividend receivable - Derivative financial instruments - Other receivable Cash and bank balances 18,827 137,734 156,561 -
(Rupees in thousand)
202,974 366,173
137,734 137,734
1,255 443 11
1,255 443 11
102,235 1,617 1,617 106,594 226,372 6,850,095 22,410,318 22,788,892 22,410,318 22,788,892
Off balance sheet Total Financial liabilities On balance sheet Long term finances Liabilities against assets subject to finance lease Long term deposits Short term borrowing - secured Trade and other payables Accrued markup
15,560,223 6,850,095
73,890 73,890
- 11,094,112 1,141 73,890 73,890 - 7,597,020 969,218 969,218 364,664 364,664 1,407,772 20,100,045
Off balance sheet Contracts for capital expenditure Guarantees Letters of credit for capital expenditure Letters of credit other than for capital expenditure 113,987 852,969 857,570 275,746 2,100,272 3,434,154 73,890 113,987 852,969 857,570 275,746 2,100,272 113,987 852,969 857,570 275,746 2,100,272
10,281,222
8,411,051 18,692,273
The effective interest/mark-up rates for the monetary financial assets and liabilities are mentioned in respective notes to the financial statements.
60
Total 2007
Financial assets On balance sheet Investments Long term loans and deposits 19,068 Trade debts Advances, deposits, prepayments and other receivables - Mark-up receivable from related party - Profit receivable on bank deposits - Dividend receivable - Other receivable Cash and bank balances 66,089 85,157 Off balance sheet Total 85,157 Financial liabilities On balance sheet Long term finances Liabilities against assets subject to finance lease Long term deposits Short term borrowing - secured Trade and other payables Accrued markup 2,018,569 20,588 3,942,972 5,982,129 Off balance sheet Contracts for capital expenditure Guarantees Letters of credit for capital expenditure Letters of credit other than for capital expenditure 5,982,129 8,687,588 14,669,717 8,686,447 10,705,016 1,141 21,729 3,942,972 154,936 174,004 -
(Rupees in thousand)
216,853 144,245
154,936 154,936
1,386 1,386 101 101 6,241 6,241 50,084 116,173 8,143,127 25,280,477 25,250,570 8,143,127 25,280,477 25,250,570
79,467 79,467
8,687,588 14,669,717
1,100,599 15,770,316
79,467
8,063,660 24,179,878 -
(2,580,250) (2,580,250)
The effective interest/mark-up rates for the monetary financial assets and liabilities are mentioned in respective notes to the financial statements.
61
The increase in the debt-to-equity ratio in 2008 resulted primarily from additional borrowings made during the year to meet finance the expension project and meet additional working capital requirements. Neither there were any changes in the Companys approach to capital management during the year nor the Company is subject to externally imposed capital requirements. 41.2 Fair value of financial assets and liabilities The carrying value of financial assets and liabilities reflected in the financial statements approximates their fair values. Fair value is determined on the basis of objective evidence at each reporting date. 42 (Loss) / earnings per share - basic and diluted 2008 42.1 (Loss) / earnings per share - Basic (Loss) / profit for the year Weighted average number of ordinary shares (Loss) / earnings per share 42.2 (Loss) / earnings per share - Diluted There is not dilution effect on the basic earnings per share as the Company has no such commitments. 43 Events after the balance sheet date The Board of Directors have proposed a final dividend for the year ended 30 June 2008 of Rs Nil per share (2007: Rs 1.50 per share) amounting to Rs Nil million (2007: Rs 380.312 million) at their meeting held on 19 September, 2008 for approval of the members at the Annual General Meeting to be held on 31 October, 2008. The Board has also recommended a transfer of Rs. Nil million (2007: Rs. 1,375 million) to general reserve. These financial statements do not reflect these appropriations. 44 Date of authorisation These financial statements were authorised for issue on 19 September, 2008 by the Board of Directors of the Company. 45 General 45.1 45.2 Figures have been rounded off to the nearest thousand of Rupees. Corresponding figures have been re-arranged, wherever necessary, for the purposes of comparison. However, no significant re-arrangements have been made. Director
63
2007
Chief Executive
64
65
D.G. Khan Cement Company Limited and its Subsidiary DIRECTORS REPORT ON CONSOLIDATED FINANCIAL STATEMENTS
The Directors are pleased to present before you the audited financial statements of D.G. Khan Cement Company Ltd. and its subsidiary namely Nishat Paper Products Company Limited. D.G. Khan Cement holds 50% shares of Nishat Paper Products Co. Ltd. The Nishat paper was formed in 2005 and major business of the company is to produce and sell paper sack for cement packing. The company has annual capacity of 120 million bags. Combined financials are as follows: FY 2007-08 Sale Revenue Gross Profit (Loss)/Profit Before Tax Profit After Tax Earning per Share 12,464,347 1,936,301 (175,273) 25,685 0.12
A separate report on affairs of D.G. Khan Cement Company Ltd. for the year ended June 30, 2008 has been separately presented. For and on behalf of the Board
66
D.G. Khan Cement Company Limited and its Subsidiary AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed consolidated financial statements comprising consolidated balance sheet of D.G. Khan Cement Company Limited (the Company) and its subsidiary company (hereinafter referred as the Group) as at 30 June 2008 and the related consolidated profit and loss account, consolidated cash flow statement and consolidated statement of changes in equity together with the notes forming part thereof, for the year then ended. The financial statements of the subsidiary company, Nishat Paper Products Company Limited (formerly Nishat Shuaiba Paper Products Company Limited) was audited by another firm of auditors, whose report has been furnished to us and our opinion in so far as it relates to the amounts included for such company, is based solely on the report of other auditor. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial 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. In our opinion the consolidated financial statements present fairly the financial position of the Group as at 30 June 2008 and the results of its operations, its cash flows and changes in equity for the year then ended in accordance with the approved accounting standards as applicable in Pakistan.
67
D.G. Khan Cement Company Limited and its Subsidiary CONSOLIDATED BALANCE SHEET
2008 2007 (Rupees in thousand)
Note EQUITY AND LIABILITIES CAPITAL AND RESERVES Authorised capital - 950,000,000 (2007: 950,000,000) ordinary shares of Rs 10 each - 50,000,000 (2007: 50,000,000) preference shares of Rs 10 each Issued, subscribed and paid up capital Reserves Accumulated profit Minority interest NON-CURRENT LIABILITIES Long term finances Liabilities against assets subject to finance lease Long term deposits Retirement and other benefits Deferred taxation 7 8 9 10 11 5 6
CURRENT LIABILITIES Trade and other payables Accrued markup Short term borrowing - secured Current portion of non - current liabilities Provision for taxation 12 13 14 15 1,450,074 391,610 8,194,330 2,828,202 35,090 12,899,306 CONTINGENCIES AND COMMITMENTS 16 1,027,274 342,612 3,942,972 2,042,281 35,090 7,390,229
53,678,098 The annexed notes from 1 to 46 form an integral part of these consolidated financial statements. Chief Executive
51,744,331
68
D.G. Khan Cement Company Limited and its Subsidiary AS AT JUNE 30, 2008
2008 2007 (Rupees in thousand)
Note ASSETS NON-CURRENT ASSETS Property, plant and equipment Assets subject to finance lease Capital work in progress Investments Long term loans, advances and deposits 17 18 19 20 21
CURRENT ASSETS Stores, spares and loose tools Stock-in-trade Trade debts Investments Advances, deposits, prepayments and other receivables Cash and bank balances 22 23 24 25 26 27 2,323,883 1,300,325 463,446 15,082,605 427,832 244,080 19,842,171 1,496,291 295,140 144,245 16,933,790 229,315 116,173 19,214,954
53,678,098
51,744,331
Director
69
D.G. Khan Cement Company Limited and its Subsidiary CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED JUNE 30, 2008
Note Sales - net Cost of sales Gross profit Administrative expenses Selling and distribution expenses Other operating expenses Other operating income Profit from operations Finance cost Excess of acquires interest in the net assets of acquiree Share of loss of associated company (Loss) / profit before tax Taxation Profit for the year Attributable to: Equity holders of the parent Minority interest Earnings per share - basic and diluted 43 35 20 34 30 31 32 33 28 29 2008 2007 (Rupees in thousand) 12,464,347 (10,528,046) 1,936,301 (110,745) (562,970) (595,687) 846,606 1,513,505 (1,766,298) 86,194 (8,674) (175,273) 200,958 25,685 30,022 (4,337) 25,685 0.12 6,419,625 (4,387,640) 2,031,985 (104,169) (65,122) (139,721) 479,420 2,202,393 (467,759) (14,163) 1,720,471 (98,000) 1,622,471 1,622,471 1,622,471 6.43
Appropriations have been reflected in the statement of changes in equity. The annexed notes from 1 to 46 form an integral part of these consolidated financial statements.
Chief Executive
Director
70
D.G. Khan Cement Company Limited and its Subsidiary CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED JUNE 30, 2008
Note Cash flows from operating activities Cash generated from operations Finance cost paid Retirement and other benefits paid Taxes paid Net (decrease) / increase in long term deposits Net cash (used in)/generated from operating activities Cash flows from investing activities Purchase of property, plant and equipment Acquistion of subsidiary Purchase of investments Sale proceeds of investments Net (increase) /decrease in long term loans, advances and deposits Sales proceeds of property, plant and equipment Dividend received Interest received Net cash used in investing activities Cash flows from financing activities Proceeds from issuance of share capital Proceeds from long term finances Repayment of long term finances Repayment of liabilities against assets subject to finance lease Dividend paid Net cash (used in)/generated from financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at the beginning of year Cash and cash equivalents at the end of year 37 3,000,000 (3,789,167) (18,970) (379,093) (1,187,230) (4,123,451) (3,826,799) (7,950,250) 1,602,666 3,332,548 (1,481,302) (85,932) (344,743) 3,023,237 (1,290,271) (2,536,528) (3,826,799) (2,724,888) (121,902) (48,752) 64,019 (326,133) 35,353 820,435 7,617 (2,294,251) (5,095,269) (320,865) 138,897 18,608 465,779 3,681 (4,789,169) 36 1,245,428 (1,744,245) (5,054) (132,522) (5,577) (641,970) 996,605 (465,771) (43,067) (57,759) 45,653 475,661 2008 2007 (Rupees in thousand)
The annexed notes from 1 to 46 form an integral part of these consolidated financial statements.
Chief Executive
Director
71
D.G. Khan Cement Company Limited and its Subsidiary CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED JUNE 30, 2008
CAPITAL RESERVE Fair value reserve Capital redemption reserve fund R u p e e s Balance as at 30 June 2006 Final dividend for the year ended 30 June 2006 Rs 1.5 per share Issue of 46,098,392 ordinary shares of Rs 10 each fully paid in cash Transfer from profit and loss account Issue of bonus shares @ 10% Fair value gain during the year Profit for the year Balance as at 30 June 2007 Final dividend for the year ended 30 June 2007 Rs 1.5 per share Transfer from profit and loss account Fair value loss during the year Minority interest arising on business combination Post acquisition reserve Profit for the year Balance as at 30 June 2008 1,843,937 1,561,350 11,092,777 i n REVENUE RESERVE Accumualated profit Total
Share capital
Share premium
General reserve
Minority Interest
284,400
(345,738)
(345,738)
460,983
1,150,034
1,611,017
230,492 2,535,412
2,711,384
11,775,586 22,868,363
69,110 353,510
1,550,000 3,696,827
2,535,412
2,711,384
(3,409,386) 19,458,977
353,510
The annexed notes from 1 to 46 form an integral part of these consolidated financial statements.
Chief Executive
Director
72
Significant accounting policies 4.1 Taxation Income tax expense comprises current and deferred tax. Income tax is recognized in profit and loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current Provision of current tax is based on the taxable income for the year determined in accordance with the prevailing law for taxation of income. The charge for current tax is calculated using prevailing tax rates or tax rates expected to apply to the profit for the year if enacted after taking into account tax credits, rebates and exemptions, if any. The charge for current tax also includes adjustments, where considered necessary, to provision for tax made in previous years arising from assessments framed during the year for such years.
74
77
79
80
6.
6.1 This reserve can be utilised by the Group only for the purposes specified in section 83(2) of the Companies Ordinance, 1984. 6.2 As referred to in note 4.6, this represents unrealised gain on remeasurement of investments at fair value and is not available for distribution. This amount will be transferred to profit and loss account on realisation. 6.3 In accordance with the terms of issue of preference share, to ensure timely payments, the Group was required to maintain a redemption fund with respect to preference shares. The Group had created a redemption fund and appropriated Rs 7.4 million each month from the profit and loss account in order to ensure that fund balance at redemption date is equal to the principal amount of the preference shares. The preference shares were redeemed during the year ended 30 June 2007. 2008 2007 Note (Rupees in thousand) Long term finances These are composed of: Long term loans Loan under musharika arrangement Less: Current portion shown under current liabilities
7.
81
Long term loans - secured Long term finances utilized under mark up arrangements from banking companies are composed of:
Lender 2008 2007 (Rupees in thousand) Rate of interest per annum Outstanding installments Interest payable
Long term loan from banking company-secured 1 Habib Bank Limited 457,143 685,714 *Base rate +0.625% 4 equal semi-annual installments ending 31 March 2010 4 equal semi-annual installments ending June 20, 2010 4 equal semi-annual installments ending June 30, 2010 2 equal semi-annual installments ending June 12, 2009 3 equal semi-annual installments ending August 19, 2009 5 equal semi-annual installments ending August 19, 2010 6 equal semi-annual installments ending June 30, 2011 7 equal semi-annual installments ending September 29, 2011 The loan has been fully repaid during the year 7 equal semi-annual installments ending Nobember 16, 2011 7 equal semi-annual installments ending December 30, 2011 Semi annual Quarterly
114,286
171,429
Quarterly
171,428
257,143
Semi annual
Bank of Punjab
80,000
160,000
Quarterly
60,000
100,000
Semi annual
100,000
140,000
Semi annual
780,000
1,040,000
Semi annual
636,364
818,182
Semi annual
9 10
700,000
1,200,000 900,000
11
700,000
900,000
Quarterly
12
900,000
1,000,000
9 equal semi-annual Semi annual instalments commencing September 31, 2012 11 equal semi-annual instalments beginning on March 16, 2009 Quarterly
13
Bank Alfalah
634,000
634,000
14
1,000,000
2 equal semi-annual Semi annual instalments commencing payable on 27-02-2009&27-08-2009 6 equal semi-annual installments ending May 28, 2010 10 equal semi-annual installments ending December 02, 20081 10 equal semi-annual installments ending July 10, 2009 10 equal semi-annual instalments commencing March 29, 2013 Quarterlyl
15
300,000
16
200,000
Quarterly
17
Habib Bank Limited Foreign currency-unsecured European Investment Bank US$ 44.530 million (2007: US$ 44.530 million)
100,000
Quarterly
18
2,760,891 9,694,112
2,698,548 10,705,016
Quarterly
*Base rate
Average ask rate of six-month Karachi Inter Bank Offer Rate (KIBOR) to be set for each mark-up period.
**Base rate
Average ask rate of three-month London Inter Bank Offer Rate (LIBOR) to be set for each mark-up period.
82
The minimum lease payments have been discounted at an implicit interest rate ranging from 5.24% to 11.07% (2007: 5.24% to 8.10%) to arrive at their present value. Rentals are paid in monthly installments and in case of default of any payment, an additional charge @ 2% to 5% per month shall be paid. The lessee has the option to purchase the assets after expiry of the lease term. Taxes, repairs and insurance costs are to be borne by the Group. In case of termination of the agreement, the Group is to pay the entire rent for the unexpired period of lease agreement . The amount of future payments of the lease and the period in which these payments will become due are as follows: Minimum Future lease finance payments charge (R u p e e s i n Years Not later than one year Later than one year and not later than five years 1,818 422 2,240 83 29 112 1,735 393 2,128 20,588 1,141 21,729 Present value of lease liability 2008 2007 t h o u s a n d)
2008 2007 (Rupees in thousand) 9. Long term deposits Customers Others 28,252 45,638 73,890 25,995 53,472 79,467
9.1 These represent interest free security deposits from stockists and suppliers and are repayable on cancellation/withdrawal of the dealership or on cessation of business with the Group respectively.
83
84
10.1.9 Assumptions used for valuation of the defined benefit schemes for management and non-management staff are as under: 2008 2007 Discount rate Expected rate of increase in salary Average expected remaining working life time of employee 12 % per annum 11 % per annum 12 years 10 % per annum 9 % per annum 13 years
10.1.10 The Company expects to pay Rs. 15.328 million in contributions to defined benefit plan in 2009.
85
10.2.4 Assumptions used for valuation of the accumulating compensated absences are as under: 2008 Discount rate Expected rate of increase in salary Average expected remaining working life time of employee Expected withdrawal and early retirement rate 2007
12 % per annum 10 % per annum 11 % per annum 9 % per annum 12 years 13 years Based on experience
86
Included in trade creditors is an amount of Rs Nil (2007: Rs 28.297 million) payable to a related party.
87
The Group has entered into two interest rate cross currency swaps agreements with banks for a notional amount of Rs. 2,000 million (2007: Nil), maturing upto 28 September 2009. The outstanding balance of these arrangements is Rs. 2,000 million (2007: Nil) as at the balance sheet date. Under interest rate swap arrangements, the Group would receive 6 months KIBOR rates and pay 6 months LIBOR rates as per the respective arrangements. Further under cross currency swaps arrangements, the Group would receive USD and pay PKR, which would be settled semi annually. As at the balance sheet date, the net fair value of these interest rate cross currency swaps is Rs 145.262 million (2007: Nil) 2008 2007 (Rupees in thousand) Note 12.4 Workers profit participation fund Opening balance Provision for the year Interest for the year Less: Payments during the year Closing balance 32 34 93,145 522 93,667 93,667 182,006 93,145 98 275,249 182,104 93,145
13
Accrued markup Long term loans Short term borrowing - secured Preferred dividend on redeemable preference sharees 290,174 101,347 89 391,610 301,310 41,209 93 342,612
14
Short term borrowing - secured Short term running finances Import finances Modaraba finances 14.1 Short term running finances - secured Short term running finances available from a consortium of commercial banks under mark up arrangements amount to Rs 7,020 million (2007: Rs 4,280 million). The rates of mark up range from 9.83% to 15.00% (2007: 9.20% to 12.20%) or part thereof on the balance outstanding. The aggregate short term running finances of Rs 7,020 million (2007: Rs 4,280 million) are secured by a pledge of 10.2 million shares of MCB Bank Limited and first registered charge on all present and future current assets of the Group wherever situated including stores and spares, stock in trade, book debts, investments and receivables. 14.2 Import finances- secured The Group has obtained import finance facilities aggregating to Rs 3,453 million (2007: Rs 890 million) from commercial banks. The rates of mark-up range from 3.89% to 8.40% (2007: 5.7% to 9.21%). The aggregate import finances are secured by a registered charge on all present and future current assets of the Group wherever situated including stores and spares, stock in trade, book debts, investments and receivables. 14.1 14.2 14.3 5,526,226 2,608,104 60,000 8,194,330 3,269,971 673,001 3,942,972
88
89
90
91
92
2008 2007 (Rupees in thousand) 1,354,192 11,956 1,342 1,367,400 469,367 9,027 1,132 479,526
29 30 31
Plant and machinery Bestway Cement Limited Nishat Mill Limited - Related party Vehicles Outsiders Mr. Tariq Munir Mr. Waqar Mustafa Mr. Zahid Ali Khan Mr. Mehboob Alam Mr. Ghulam Akhtar Mr. Irfan Hammed Mr. Rehman Yousaf Mr. Waqar Mustafa Mr. Rashid Mr. Zahid Pervaiz Mr. Irfan Hammed Mr. Sh Nadeem Mr. Saeed Ahmed Mr. Mahmood Akhtar 9,293 20,352
(Rupees in thousand)
415 1,292 8,878 19,060 7,800 20,760 Negotiation -do-
543 1,102 687 731 439 452 452 522 576 396 1,268 366 353 1,214 249 2008 2007 38,995 26,259
390 849 493 638 357 235 229 441 357 208 700 290 202 848 186 8,130 7,141
153 253 194 93 82 217 223 81 219 188 568 76 151 366 63 30,865 19,118
281 490 422 515 224 476 463 339 337 453 810 198 240 550 97 34,455 23,608
-do-do-do-do-do-do-do-do-do-do-do-do-do-do-
18.
(Rupees in thousand)
Accumulated Acquired Depreciation Accumulated Book value depreciation through charge/ depreciation as at June as at June 30, business (deletions) as at June 30, 30, 2008 2007 combination for the year 2008
20 4.76
16,883 138,000
2,354 -
(6,550) (138,000)
12,687 -
7,490 14,017
635 -
5,848 -
6,839 -
2008
154,883
2,354
(144,550)
12,687
21,507
635
5,848
6,839
Description
Vehicles Plant and machinery
Rate %
Additions/ (deletions)
Transfer In/(out)
Accumulated Acquired Depreciation Accumulated Book value depreciation through charge/ depreciation as at June as at June 30, business (deletions) as at June 30, 30, 2007 2006 combination for the year 2007
20 4.76
28,152 308,000
(11,269) (170,000)
16,883 138,000
8,719 32,375
7,490 14,017
9,393 123,983
2007
336,152
(181,269)
154,883
41,094
21,507
133,376
93
Note 19 Capital work in progress Civil works Plant and machinery [including in transit Nill (2007: Rs 417,453)] Advances Others Expansion project : Civil works Plant and machinery Others Advances
2008 2007 (Rupees in thousand) 198,881 2,073,276 16,563 61,846 2,642 443,097 55,575
19.1
19.1
Advances Civil works Plant and machinery Others 9,233 39,628 1,800 50,661
20
Investments Equity instruments of associated company Available for sale 20.1 Equity instruments of associated company 2008 2007 (Rupees in thousand) Un-quoted Nishat Paper Products Company Limited (Formerly Nishat Shauaiba Paper Product Company Limited) NIL (2007: 9,307,359) fully paid ordinary shares of Rs 10 each 20.1 20.2 6,592,332 6,592,332 72,693 8,101,781 8,174,474
93,073 93,073
94
The Group's share of the result of its associated companies, which are unlisted and incorporated in Pakistan, and its share of the assets, liabilities and revenue is as follows: Percentage Interest held % Assets Liabilities Revenues (Loss) (Rupees in thousand) Nishat Shuaiba Paper Products Company Limited 20.00% 321,495 321,495 Note 20.2 Available for sale Related parties Others Revaluation surplus 20.2.1 20.2.2 1,552,937 1,334 1,554,271 5,038,061 6,592,332 1,504,232 1,310 1,505,542 6,596,239 8,101,781 248,844 248,844 110,110 110,110 (12,701) (12,701)
Name 2007
95
893,664
893,664
48,872
48,872
125,834
125,834
348,858
348,858
135,709 1,552,937
87,004 1,504,232
Nishat Mills Limited, Nishat (Chunian) Limited, Adamjee Insurance Company Limited and Gulf Nishat Apparel Limited are associated undertakings as per the Companies Ordinance, 1984, however, for the purpose of measurement, these have been classified as available for sale and measured at fair value as the Group dose not have significant influence over these companies.
96
890
890
76
76
27
27
15
15
24 1,334
1,310
Investments with a face value of Rs 102 million (2007: Rs 17.0 million) are pledged as security against bank guarantees. 2008 2007 Note (Rupees in thousand)
21.
Long term loans, advances and deposits Loans to employees - considered good - Executives - Others Less: Receivable within one year - Executives - Others Loans to related party - considered good Less receivable within one year Advance against issue of shares - Related party Security deposits 21.2 26 21.3 21.1 89 5,261 5,350 73 1,548 1,621 3,729 154,851 17,206 137,645 339,816 42,986 524,176 444 5,430 5,874 359 1,503 1,862 4,012 172,057 17,206 154,851 38,050 196,913
97
These represent secured loans given to executives and other employees for house building and purchase of motor vehicles and are recoverable in equal monthly installments over a period of 24 to 96 months. The loans given to executives and other employees carry interest at the rate of 10% per annum (2007: 10% per annum) except for loans given to workers which are interest free. The loans of Rs 5.350 million (2007: Rs 5.874 million) are secured against the employees' respective retirement benefits. The maximum aggregate amount due from executives at any time during the year was Rs 0.413 million (2007: Rs 0.594 million). 21.2 This represents un-secured loan of Rs 122.500 million and Rs 49.557 million given to Sui Northern Gas Pipelines Limited for the development of infrastructure for supply of natural gas to the plants at D. G. Khan and Khairpur. Mark-up is charged at rates ranging from 1.5% to 2% per annum (2007: 1.5% to 2 % per annum) and is receivable annually. This amount is receivable in 10 annual installments commencing 01 January 2007 and 28 March 2008. This represents payment to Nishat Hotels Limited as advance for issuance of shares. 2008 2007 (Rupees in thousand) 22 Stores, spares and loose tools Stores [including in transit Rs 179.944 million (2007: Rs 156.173 million)] Spares Loose tools 1,901,227 410,983 11,673 2,323,883 1,107,260 385,284 3,747 1,496,291
21.3
Stores and spares include items which may result in fixed capital expenditure but are not distinguishable. 2008 2007 (Rupees in thousand) 23 Stock-in-trade Raw materials Packing material Work-in-process Finished goods 968,089 95,080 118,292 118,864 1,300,325 28,871 53,855 142,686 69,728 295,140
98
Note 24 Trade debts - considered good - Secured - Unsecured: Related parties Others 24.1 Due from related parties Nishat Mills Limited Nishat (Chunian) Limited MCB Bank Limited Gulf Nishat Apparel Limited Nishat Power Limited These are in the normal course of business and are interest free. 25 Investments Available-for-sale Related parties Add: Revaluation surplus At fair value through profit and loss 25.1 Related parties-Quoted Nishat Mills Limited - associated company 1,875,658 (2007: 1,875,658) fully paid ordinary shares of Rs 10 each Market value -Rs 161.250 million (2007: Rs 244.681 million) Nishat (Chunian) Limited - associated company 151,199 (2007: 151,199) fully paid ordinary shares of Rs 10 each Market value - Rs 3.630 million (2007: Rs 6.221 million) MCB Bank Limited 45,706,541 (2007: 45,706,541) fully paid ordinary shares of Rs 10 each Market value Rs 14,917.702 million (2007: Rs 16,682.888 million) 25.1
25.2
171,794
171,794
11,638
11,638
478,234 661,666
478,234 661,666
Nishat Mills Limited and Nishat (Chunian) Limited are associated undertakings as per the Companies Ordinance, 1984, however, for the purpose of measurement, these have been classified as available for sale and measured at fair value as the Group does not have significant influence over these companies
99
Note 25.2 At fair value through profit and loss Habib Bank Limited 110 (2007: Nil) fully paid ordinary shares of Rs 10 each Market value - Rs 0.023 million (2007: Nil) 26 Advances, deposits, prepayments and other receivables Loans to employees - considered good Advances - considered good - to employees - to suppliers Current portion of long term receivable from related party Due from related parties Mark-up receivable from related party Derivative financial instruments Profit receivable on bank deposits Prepayments Letters of credit - margins, deposits, opening charges, etc. Claims recoverable from government - Income tax - Sales tax - Excise duty - Export rebate Dividend receivable Receivable against sale of fixed assets Other receivables 26.1 26.2
23 23
1,621 26.1 21 26.2 26.3 26.4 & 26.5 2,848 36,760 39,608 17,206 11,492 1,698 102,235 180 5,666 124,847 83,202 18,374 20,075 246,498 11 1,617 427,832
1,862 2,370 42,154 44,524 17,206 1,241 1,386 101 257 2,898 86,738 44,696 13,036 9,015 153,485 5,000 1,355 229,315
26.6
Included in advances to employees are amounts due from executives of Rs 385 thousand (2007: Rs 152 thousand). 2008 2007 (Rupees in thousand) Due from related parties Nishat Mills Limited Security General Insurance Company Limited These relate to normal business of the Group and are interest free. 11,492 11,492 1,092 149 1,241
26.3 26.4
This represents mark-up receivable from Sui Northern Gas Pipelines Limited against the loan as referred to in note 21.2. The Group has entered into two interest rate cross currency swaps agreements with banks for a notional amount of USD 15 million (2007: Nil), maturing upto 29 September 2013. The outstanding balance of these arrangements is USD. 13.712 million (2007: Nil) as at the balance sheet date. Under interest rate swap arrangements the Group would pay 3 months KIBOR rates and receive 3 months LIBOR rates as per the respective arrangements on quarterly basis, further under cross currency swaps arrangements the Group would receive PKR and pay USD, which would be settled semi annually. As at the balance sheet date, the net fair value of these interest rate cross currency swaps is Rs 89.076 million (2007: Nil).
27
Pending the outcome of the appeals, the amount has been shown as recoverable in the consolidated financial statements as according to the management, there are meritorious grounds that the ultimate decision would consolidated be in its favour. 2008 2007 (Rupees in thousand) Cash and bank balances At banks Saving accounts - Pak rupee - Foreign currency US $ 22.20 (2007: US $ 22.22) Current accounts Cash in hand 27.1 27.2
The balances in saving accounts bear mark-up which ranges from 0.1% to 5% per annum (2007: 0.1% to 3.5% per annum).
28
Included in balances at banks on saving accounts are Rs 29.380 million (2007: Rs 12.975 million) which are under lien to secure bank guarantees as referred to in note 14.2. 2008 2007 (Rupees in thousand) Sales - net Local sales Export sales Less: Excise duty Special Excise duty Sales tax Commission to stockists 14,732,445 2,741,111 17,473,556 2,729,046 99,556 1,929,858 250,749 5,009,209 12,464,347 8,887,306 511,826 9,399,132 1,679,829 1,159,214 140,464 2,979,507 6,419,625
28.1
Export sales include rebate on exports amounting to Rs 16.500 million (2007: Rs 2.736 million).
101
Salaries, wages and other benefits include Rs 13.106 million (2007: Rs 7.950 million), Rs 8.661 million (2007: Rs. 5.462 million) and Rs 7.783 million (2007: Rs 6.068 million) respectively, in respect of provident fund contribution by the Group, provision for gratuity and staff compensated absences. Stores and spares consumed during the year include Rs. 3.465 million (2007: Rs 0.874 million) being stores and spares written off.
29.2
102
17.1 18.1
30.2
17.1
Salaries, wages and other benefits include Rs 1.433 million (2007: Rs 1.185 million), Rs 0.987 million (2007: 0.760 million) and Rs 1.131 million (2007: Rs 1.178 million) respectively, in respect of provident fund contribution by the Group, provision for gratuity and staff compensated absences. 2008 2007 (Rupees in thousand)
32
Other operating expenses Workers' profit participation fund Book value of asset written off Donation Worker welfare fund Exchange loss 17 32.1 9,734 5,000 580,953 595,687 32.1 None of the directors and their spouses had any interest in any of the donees. 93,145 11,050 35,112 414 139,721
33
Other operating income Income from financial assets Income on bank deposits Interest on loans to employees Dividend income from: - Related parties - Others Income from non-financial assets Rental income Profit on sale of property, plant and equipment Scrap sales Mark-up on loan/advances to related parties Provisions and unclaimed balances written back 727 128 33.1 820,303 143 820,446 821,301 1,592 4,488 10,394 6,973 1,858 25,305 846,606
104
1,659 182 465,656 118 465,774 467,615 1,634 4,490 4,170 1,208 303 11,805 479,420
During the year, borrowing costs amounting to Nil (2007: Rs. 879.781 million) have been capitalized in the property, plant and equipment pertaining to the new expansion project. 2008 2007 (Rupees in thousand)
35
Provision for taxation For the year - Current - Deferred Prior year - Current - Deferred 108,214 (309,167) (200,953) (5) (5) (200,958) 33,000 312,435 345,435 (247,435) (247,435) 98,000
35.1
The provision for current taxation represents the minimum tax due under section 113 of the Income Tax Ordinance, 2001, which is available for set off against normal tax liability that may arise in five succeeding years. For purposes of current taxation, the tax credit available for carry forward as at 30 June 2008 are estimated approximately at Rs 10,360 million (2007: Rs 7,897 million).
35.2
Since the Group is liable to pay minimum tax, therefore, no numerical tax reconciliation is given.
All transactions with related parties have been carried out on commercial terms and conditions. 40 Acquisition of subsidiary and controlling interest Business combination On 10 May 2008 the Group obtained control of Nishat Paper Product Limited-NPPL (Formerly Nishat Shuaiba Paper Product Limited), previously accounted for as an associate, by acquiring additional 30% of the shares and voting interest in the company. NPPL manufactures and distribute paper bags. The acquisition of the NPPL has enabled the Group to have continuous supply of paper bags for cement production. In these consolidated financial statements, the subsidiary contributed revenue of Rs. 18 thousands and loss of Rs. 8.67 million. If the acquisition had occurred on 01 July 2007, the consolidated revenue would have been higher Rs. 92 thousands and consolidated profit / (loss) for the period would have been higher / lower by Rs. 43 million.
B A-B
Financial assets On balance sheet Investments Long term loans and deposits 18,827 Trade debts Advances, deposits, prepayments and other receivables - Mark-up receivable from related party - Profit receivable on bank deposits - Dividend receivable - Dividend financial instruments 102,235 - Other receivable Cash and bank balances 135,449 256,511 Off balance sheet Total Financial liabilities On balance sheet Long term finances Liabilities against assets subject to finance lease Long term deposits Short term borrowing - secured Trade and other payables Accrued markup 2,823,061 1,735 8,194,330 11,019,126 8,871,051 11,694,112 393 2,128 8,194,330 8,871,444 19,890,570 256,511 137,734 156,561 -
(Rupees in thousand)
204,104 463,446
137,734 137,734
1,255 443 11 102,235 1,617 135,449 108,631 394,245 15,659,556 394,245 15,659,556
1,255 1,255 443 443 11 11 102,235 1,617 1,617 108,631 244,080 6,638,327 22,297,883 22,692,128 6,638,327 22,297,883 22,692,128
73,890 73,890
- 11,694,112 2,128 73,890 73,890 8,194,330 980,687 980,687 391,610 391,610 1,446,187 21,336,757
Off balance sheet Contracts for capital expenditure Guarantees Letters of credit for capital expenditure Letters of credit other than for capital expenditure Total On balance sheet gap Off balance sheet gap 113,987 867,869 955,962 374,078 2,311,896 3,684,193 73,890 113,987 867,869 955,962 374,078 113,987 867,869 955,962 374,078
11,019,126 (10,762,615) -
8,871,444 19,890,570
6,564,437 20,851,696 -
(2,311,896) (2,311,896)
The effective interest/mark-up rates for the monetary financial assets and liabilities are mentioned in respective notes to the consolidated financial statements.
Financial assets On balance sheet Investments Long term loans and deposits 17,565 Trade debts Advances, deposits, prepayments and other receivables - Mark-up receivable from related party - Profit receivable on bank deposits - Dividend receivable - Other receivable Cash and bank balances 66,089 83,654 Off balance sheet Total 83,654 Financial liabilities On balance sheet Long term finances Liabilities against assets subject to finance lease Long term deposits Short term borrowing - secured Trade and other payables Accrued markup 2,018,569 20,588 3,942,972 5,982,129 Off balance sheet Contracts for capital expenditure Guarantees Letters of credit for capital expenditure Letters of credit other than for capital expenditure 5,982,129 8,687,588 14,669,717 8,686,447 10,705,016 1,141 21,729 3,942,972 154,936 172,501 -
(Rupees in thousand)
215,350 144,245
154,936 154,936
1,386 1,386 101 101 6,241 6,241 50,084 116,173 8,143,127 25,280,477 25,519,067 8,143,127 25,280,477 25,519,067
79,467 79,467
8,687,588 14,669,717
1,449,353 16,119,070
79,467
8,063,660 23,831,124 -
(2,580,250) (2,580,250)
The effective interest/mark-up rates for the monetary financial assets and liabilities are mentioned in respective notes to the consolidated financial statements.
The increase in the debt-to-equity ratio in 2008 resulted primarily from additional borrowings made during the year to meet finance the expansion project and meet additional working capital requirements. Neither there were any changes in the Groups approach to capital management during the year nor the Group is subject to externally imposed capital requirements. 42.2 Fair value of financial assets and liabilities The carrying value of financial assets and liabilities reflected in the financial statements approximates their fair values. Fair value is determined on the basis of objective evidence at each reporting date. 43 Earnings per share - basic and diluted 2008 43.1 Earnings per share - Basic Profit for the year Weighted average number of ordinary shares Earnings per share 43.2 Earnings per share - Diluted There is not dilution effect on the basic earnings per share as the Company has no such commitments. 44 Events after the balance sheet date The Board of Directors have proposed a final dividend for the year ended 30 June 2008 of Rs Nil per share (2007: Rs 1.50 per share) amounting to Rs Nil million (2007: Rs 380.312 million) at their meeting held on19 September, 2008 for approval of the members at the Annual General Meeting to be held on 31 October, 2008 . The Board has also recommended a transfer of Rs. Nil million (2007: Rs. 1,375 million) to general reserve. These financial statements do not reflect these appropriations. Rupees in thousand Number Rupees 30,022 252,485,315 0.12 1,622,471 252,485,315 6.43 2007
65
Chief Executive
Director
65
PROXY FORM
Folio No. CDC Participants Name Shares Held CDC Participant I.D. No. A/C, Sub A/C No.
I/We of b e i n g a m e m b e r o f D . G . K H A N C E M E N T C O M PA N Y L I M I T E D h e r e b y a p p o i n t
who is also a member of the Company, vide Registered Folio No./CDC A/C Sub A/C No.___________________as my/our proxy to vote for me / us and on my / our behalf at the 30th Annual General Meeting of the Company to be held on 31st October 2008 at 3:30 p.m. at Registered Office, Nishat House, 53-A, Lawrence Road, Lahore and at any adjournment thereof. As witness my/our hand this_______________day of _______________2008 Witness Signature Name Dated Place
Note: Proxies , in order to be effective, must be received at the Companys Registered Office not less than forty eight hours before the time for holding the meeting and must be stamped, signed and witnessed. Proxies of the members through CDC shall be accompanied with attested copies of thier NIC. The shareholders through CDC are requested to bring their original NIC, Sub Account Number and Participant I.D. No. to produce at the time of attending the meeting.