Professional Documents
Culture Documents
2009 2008 2007 2006 2005 2004 2003 2002* 2001 2000
Net Sales 11,428 10,747 7,578 6,127 5,194 4,534 4,031 4,390 3,126 2,806
Rs. Million
Cost of Sales 8,993 8,006 5,480 4,556 3,997 3,259 3,001 3,329 2,345 2,134
Rs. Million
Gross Profit 2,435 2,741 2,098 1,571 1,198 1,275 1,030 1,061 781 672
Rs. Million
%age of Sales 21 26 28 26 23 28 26 24 25 24
Profit After Tax 1,297 1,492 1,089 809 615 670 521 527 347 307
Rs. Million
Capital Expenditure 848 606 114 122 302 448 415 239 121 90
Rs. Million
Dividend Amount 831 924 831 647 323 286 259 259 134 125
Rs. Million
Dividend Percentage 900 1,000 900 700 350 310 280 280 145 135
Earnings per Share 140.43 161.57 117.92 87.62 66.57 72.51 56.43 57.06 37.62 33.26
Rupees
Contents
02 Company Information
03 Notice of Meeting
06 Chief Executive’s Review
15 Major Events 2009
16 Horizontal Analysis - P&L and B / S
17 Vertical Analysis - P&L and B / S
18 Directors’ Report
25 Forward Looking Statement
26 Stakeholders’ Information
27 Summary of Cash Flow Statements
28 Statement of Value Added & its Distribution
29 Review Report
30 Statement of Compliance
31 Auditors’ Report
32 Balance Sheet
34 Profit and Loss Account
35 Statement of Comprehensive Income
36 Cash Flow Statement
37 Statement of Changes in Equity
38 Notes to the Financial Statements
61 Pattern of Shareholding
Proxy Form
2 Rafhan Maize Products Co. Ltd.
Company Information
Annual Report
for the year ended December 31, 2009
3
Notice of Meeting
Notes:
1. The Share Transfer Book of the Company will remain closed
from 20th to 29th March, 2010 (both days inclusive) and no
transfer will be accepted for registration during this period.
Notice is hereby given that the 117th General Meeting (Annual 4. CDC shareholders desiring to attend the meeting are
Ordinary) of the shareholders of Rafhan Maize Products Company requested to bring their original Computerized National
Limited will be held on Monday, March 29, 2010 at 10:00 a.m. at the Identity Cards, Account and Participant’s ID numbers, for
Overseas Investors Chamber of Commerce and Industry’s Hall, Talpur identification purpose, and in case of proxy, to enclose an
Road, Karachi to transact the following business: attested copy of his/her CNIC.
4. To appoint auditors and fix their remuneration. The The Board, in its meeting held on September 11, 2009 has approved
present auditors Messrs KPMG Taseer Hadi & Co., Chartered monthly remuneration of Rs.750,000/- including medical and utilities
Accountants, retire and being eligible, offer themselves for allowances and provision to him of two Company maintained cars,
re-appointment. The Board of Directors, on recommendations life/healthcare insurance cover, personal security, club membership,
of the Audit Committee, has proposed appointment of leave encashment, retirement and other benefits and allowances in
Messrs KPMG Taseer Hadi & Co., Chartered Accountants for accordance with Company’s service policy. In addition to performance
the year 2010. bonus (AIP), he will also be entitled to one month statutory bonus.
Special Business For this purpose, the following Ordinary Resolution which sets out
5. To consider and if thought fit to approve remuneration terms of appointment of the Chief Executive and Managing Director
payable to Chief Executive and Managing Director. will be moved at the meeting.
A Statement U/S 160(1)(b) of the Companies Ordinance, “RESOLVED that the Company hereby approves and authorizes the
1984 pertaining to the Special Business is annexed to this payment to Mr. Ansar Yahya, Chief Executive and Managing Director,
Notice. as monthly remuneration of Rs.750,000/- (Rupees seven hundred
fifty thousand only) including medical and utilities allowances;
By order of the Board and provision to him of two Company maintained cars, life/
healthcare insurance cover, personal security, club membership,
leave encashment, retirement and other benefits and allowances in
accordance with Company’s service policy. In addition to performance
M. Yasin Anwar bonus (AIP), he will also be entitled to one month statutory bonus.”
Company Secretary
Karachi “FURTHER RESOLVED that for subsequent years, increase will be up to
March 6, 2010 30% of the annual remuneration, the specific amount to be determined
by the Chairman of the Board of Directors or his designee.”
4 Rafhan Maize Products Co. Ltd.
Vision
Vision
To be the Premier Provider of Refined
Agriculturally Based Products and
Ingredients in the Region.
Mission Statement
To grow business consistently through positive relationship
with customers to attain full customer satisfaction and
to bring continual improvement by adopting only those
business practices which add value to our customers,
employees and shareholders.
Mr. Rashid Ali, Vice Chairman receiving Top 25 Companies of Pakistan Award from the Karachi Stock Exchange for 13th consecutive year from
Mr. Shaukat Tareen, Federal Minister of Finance
Annual Report
for the year ended December 31, 2009
5
Excellence Respect
Financial Success
Integrity Respect
We adhere to a code of conduct, We deal with and treat others the
which produces consistently way we want to be dealt with
ethical behaviour. and treated.
Annual Report
for the year ended December 31, 2009
7
EXPORTS recession, the liquidity crunch in trade, an As you are aware, your Company is a
Your Company seeks to expand into new increase in sea freights and tough price pioneer in introducing the spring maize
potential export markets in the region, as competition from China, India, and Far- crop in Pakistan and seeks to meet much
well as to diversify the products offered and East and European countries constrained of its raw material requirements from local
business segments served by our export our export volumes. We believe that based resources. We are endeavoring to establish
business, and are making strategic efforts on our future strategies for geographical best farming practices and provide the
to increase export business. Maintaining expansion into high growth segments and farmers who supply your Company
close relationships with our customers markets, we will be able to grow our export with the latest technology. Our team of
allow us to identify and meet their needs business in the future. agricultural experts works hand in hand
in the export arena. with the farmer community to provide on
RAW MATERIAL the spot agro-technical advice and shares
In 2009, our efforts continued to explore Changes in crop patterns and usage are research findings. We also provide quality
new customers in the existing and new putting more pressure on the cost of seeds to improve quality and yields. Our
markets. However, the overall business agricultural raw materials. In fact, in some close relationship with the growers began
areas, a food surplus situation is turning 36 years ago. Our experts have not only
into food scarcity. contributed towards growth in the land
area under maize cultivation but also
helped farmers to increase production
yields. Our maize contract farming
program is not only ensuring raw material
supply to our Company but also making
a significant contribution towards the
prosperity of farmers’ community and the
overall agricultural sector.
Annual Report
for the year ended December 31, 2009
9
INVESTMENT OPERATIONS
Your Company believes in a market driven Our team continued to work tirelessly
approach and stands committed to invest to overcome the challenges faced by
to meet our customers changing needs. the Company due to the energy crisis. In Four international certifications which
We are currently manufacturing more particular, your Company continued to reflect our strong commitment to adhere
than 50 types of quality products for pursue the strategy of optimization of the to quality, environment, health and safety
our valued customers and our focus has manufacturing processes. Several cost standards. Your Company has obtained ISO
been increased value added products and energy saving measures were taken 9001:2000 Quality Management System
to provide customized solutions to our to partially offset the financial impact of (QMS), ISO 14001:2004 Environment
customers. The Company has strategically escalating costs. Management System (EMS), 18001:2007;
invested to expand production capacity Occupational Health and Safety
and value addition of its plant, systems and Your Company continued to focus on Assessment Series (OHSAS) and HALAL -
facilities to meet the diversified needs of upgrading of manufacturing facilities in 2009 certification. These certifications are
our customers in Pakistan and the export order to improve quality and enhance an authentication of the excellence of our
region. The Company is closely monitoring productivity. Processes were reengineered management systems.
the changing economic, business and and employees were trained for better
coordination and team work. Strict
market scenarios and is taking necessary
monitoring of quality and supply of
steps to keep up the pace of growth.
manufacturing supplies continued
Production capacity of major products has
to achieve maximum output. Capital
been enhanced to meet the ever growing
investment was planned in such a way that
demand.
the money spent would add value to our
products and processes.
Your Company has been investing on a
continual basis and during the year under INTEGRATED MANAGEMENT SYSTEMS
review, the capital expenditures stood at
Rs.846 million. These investments have In this competitive world, every
enabled your Company to grow and organization is facing tough competition.
continue to compete in the corn refining Survival requires satisfaction and
industry. confidence of the customers, which is only
possible through strict quality control and
monitoring.
Annual Report
for the year ended December 31, 2009
13
Sheikh Muhammad Afzal, Provincial Minister of Envirnoment & Alternate Energy, Government of
Sindh presenting 4th Corporate Social Responsibility National Excellence Award - 2009 to
Mr. Ansar Yahya, Chief Executive and Managing Director
ACKNOWLEDGMENTS
We are thankful to our customers for their
continuing confidence in our products
and services. Their continued support is
providing us confidence in our growth
initiatives.
Annual Report
for the year ended December 31, 2009
15
April 29 “Best Practices in Occupational Health, Safety & Environment (OHSE) Award 2008” from the
Employers’ Federation of Pakistan and International Labour Organization.
May 14 “26th Corporate Excellence Awards – Certificate of Excellence” in Food and Allied Sector from
the Management Association of Pakistan.
June 15 “Best Corporate Report Award – 2008” and got Ist position in Miscellaneous Sector from the
Joint Committee of Institute of Chartered Accountants of Pakistan/Institute of Chartered &
Management Accountants of Pakistan.
June 25 Haj balloting was held where 16 lucky winners amongst staff and workers were selected to
perform Haj.
July 02 “HALAL CERTIFICATION” from Jamia Ashrafia, Lahore and Moody International.
July 03 Long Service Awards Ceremony was held and awards were presented to employees who
completed 10 to 40 years’ service with the Company.
July 09 “6th Annual Environment Excellence Award – 2009” by National Forum for Environment &
Health.
September 10 Certified for OHSAS 18001:2007 (Occupational Health & Safety Assessment Series) by Moody
International, Pakistan.
October 07 – 09 Two days in-house training workshop was conducted on “The Counsellor Sales Person” where
services of a foreign Workshop Conductor were hired.
October 10 The Company arranges two picnic trips every year. This year, about 100 employees enjoyed
picnic party at Kalar Kahar.
November 14 The Special Merit Export Award from the Federation of Pakistan Chamber of Commerce and
Industry on export of Corn (Maize) derived products.
November November was observed as “Safety Month” at both plants. Safety slogan for the year was
“Safety is Everyone’s Responsibility”.
January - November Held 9 training workshops titled “Pillars – Values and Business Conduct Policies” with the
participation of 268 employees.
November 11 Second picnic party comprising 225 employees was arranged for Gatwala Park, Faisalabad.
December 12 Christian employees are also provided financial support to visit their religious places through a
draw.
December 14 “4th Corporate Social Responsibility National Excellence Award – 2009” by CSR Association of
Pakistan.
16 Rafhan Maize Products Co. Ltd.
(Note: 2003 has been taken as base year and percentage variations have been worked out year on year basis.)
CURRENT ASSETS
Stores and spares 99% 128% 125% 109% 114% 148%
Stock in trade 48% 177% 117% 84% 116% 118%
Trade debts 92% 105% 123% 123% 130% 122%
Loans and advances 48% 143% 197% 152% 72% 109%
Trade deposits and prepayments 85% 123% 84% 100% 75% 535%
Other receivables 102% 1609% 104% 48% 300% 27%
Cash and bank balances 4905% 4% 129% 1631% 44% 134%
CURRENT LIABILITIES
Trade and other payables 96% 130% 107% 99% 113% 119%
Mark up accrued on short term running finances 101% 13970% 3% 61% 1245% -
Short term running finances - secured - - - - 102% -
(Refer note below)
Provision for taxation 143% 188% 143% 84% 201% 18%
1. No percentage has been worked out where there were no short term running finances in current or corresponding year.
2. 2003 has been taken as base year and percentage variations have been worked out year on year basis.
Annual Report
for the year ended December 31, 2009
17
Property, plant and equipment 33.3% 29.4% 38.1% 38.2% 33.6% 41.9%
Capital work-in-progress 18.6% 9.5% 2.3% 7.7% 14.0% 7.7%
CURRENT ASSETS
Stores and spares 5.2% 5.3% 5.5% 5.0% 4.6% 4.5%
Stock in trade 22.0% 45.5% 34.5% 32.8% 39.1% 38.0%
Trade debts 5.9% 6.5% 8.3% 7.6% 6.1% 5.3%
Loans and advances 0.2% 0.5% 0.4% 0.2% 0.2% 0.3%
Trade deposits and prepayments 0.4% 0.5% 0.5% 0.7% 0.7% 1.1%
Other receivables 1.2% 1.2% 0.1% 0.1% 0.2% 0.1%
Cash and bank balances 12.7% 0.3% 7.7% 6.7% 0.4% 1.1%
CURRENT LIABILITIES
Trade and other payables 13.8% 14.5% 14.8% 15.7% 15.8% 15.8%
Mark up accrued on short term running finances 0.2% 0.2% 0.0% 0.1% 0.1% 0.0%
Short term running finances - secured 0.0% 9.3% 0.0% 0.0% 5.4% 6.0%
Provision for taxation 5.5% 3.9% 2.0% 1.5% 1.8% 1.0%
Directors’ Report
The Directors of your Company feel pleasure in presenting the annual audited accounts
along with auditors’ report thereon for the year ended December 31, 2009.
Financial Results
Profit and Appropriations
Year ended December 31
2009 2008
(Rupees in Thousands)
Distribution of Sales
(Percentage)
0.4% 0.1%
7.6%
11.3%
5.3%
75.3%
Annual Report
for the year ended December 31, 2009
19
1,492
11,428
12,000 1500
10,747
1,297
9,600 1200
1,089
7,578
7,200 900
809
6,127
5,194 670
615
4,800 4,534 600
2,400 300
0 0
2004 2005 2006 2007 2008 2009 2004 2005 2006 2007 2008 2009
Corporate Governance Disclosures under Code of Corporate (d) International Accounting Standards,
Your Company is committed to maintain Governance as applicable in Pakistan, have been
high standards of good corporate followed in preparation of financial
governance without any exception. The Corporate and Financial Reporting statements and any departure there-
Directors are pleased to state that your Framework from has been adequately disclosed.
Company is compliant with the provisions
of the Code of Corporate Governance (a) The financial statements prepared by (e) The system of internal control is sound
as required by SECP and formed as part the management of the Company, in design and has been effectively
of stock exchanges listing regulations. fairly present state of its affairs, the implemented and monitored.
Statement of compliance with Code of result of its operations, cash flows and
Corporate Governance is annexed. changes in equity. (f ) There are no significant doubts upon
the Company’s ability to continue as a
(b) Proper books of accounts of the going concern.
Company have been maintained.
(g) There has been no material departure
(c) Appropriate accounting policies from the best practices of corporate
have been consistently applied in governance as detailed in the listing
preparation of financial statements regulations.
and accounting estimates are based
on reasonable and prudent judgment.
20 Rafhan Maize Products Co. Ltd.
Directors’ Report
161.57 848
170 900
140.43
136 720
117.92
606
102 540
87.62 448
72.51
68 66.57 360
302
34 180
122 114
0 0
2004 2005 2006 2007 2008 2009 2004 2005 2006 2007 2008 2009
Key operating and financial data of last six years are as follows:
Ten Years Performance showing key indicators has been given on the inside cover sheet of this report.
Annual Report
for the year ended December 31, 2009
21
Directors’ Report
Board of Directors
The Board of Directors comprises of two executive and eight non-executive directors. The
current members of the Board of Directors have been listed in the Company Information.
During the year under review, no casual vacancy occurred on the Board. However, election
of directors was held after completion of tenure of three years of the Board. One new
director was elected against one of the retired directors.
In September, 2009, Sh. Gulzar Hussain was elected as Director against the vacancy of
retired director Mr. Ehsan A. Nomani.
Sh. Gulzar Hussain remained Alternate Director of Ms. Cheryl K. Beebe up to Sep.9, 2009 and
onward, Mr. S. Yousuf Hashmi is her Alternate Director.
Mr. S. Yousuf Hashmi remained Alternate Director of Ms. Mary A. Hynes up to Sep.9, 2009
and onward, Mr. Abdul Khalil is her Alternate Director.
No. of Shares
Purchased Transferred
Parent Company
Corn Products International, Inc., USA is holding majority shares of the Company.
22 Rafhan Maize Products Co. Ltd.
Directors’ Report
Auditors
The retiring auditors, Messrs KPMG Taseer Hadi & Co., Chartered Accountants, being eligible, offer themselves for re-appointment. The Board of
Directors, on recommendations of Audit Committee, has proposed appointment of Messrs KPMG Taseer Hadi & Co., Chartered Accountants for the
year 2010.
Audit Committee
The Board of Directors has established an Audit Committee in compliance with the Code of Corporate Governance with the following members -
Cheryl K. Beebe - Chairperson - Non Executive Director
Rashid Ali - Member - Non Executive Director
Zulfikar Mannoo - Member - Non Executive Director
Sh. Gulzar Hussain - Member - Non Executive Director
Four meetings of the Audit Committee were held during the year. The Audit Committee reviewed the quarterly, half yearly and annual financial
statements before submission to the Board and their publication. CFO, Head of Internal Audit and a representative of external auditors attended
all the meetings where issues relating to accounts and audit were discussed. The Audit Committee also reviewed internal audit findings and held
separate meetings with internal and external auditors as required under the Code of Corporate Governance. The Audit Committee also discussed
with the external auditors their letter to the management. Related Parties Transactions were also placed before the Audit Committee. The Audit
Committee has fully adopted the terms of reference as specified in Code of Corporate Governance.
Since the establishment of the Committee in September, 2009, one meeting of the Committee has been held. The Committee has to keep a vigilant
eye on the Company’s performance and work out strategy for enhancement of its business.
Eleven meetings of the Shares Transfer Committee were held during the year. The Committee met from time to time to consider and approve valid
transfers and transmissions of shares or any business related thereto.
All business decisions are finalized by this team. This committee collaborates to achieve and improve overall performance of the Company, develop
and implement approved business plan objectives and strategies, identify potential problems, monitor investment projects, review expenditures,
identify opportunities/projects and implement good governance throughout Rafhan Maize.
Annual Report
for the year ended December 31, 2009
23
Terms of Reference:
• To consider all matters pertaining to Company’s operations, day-to-day affairs requiring collective wisdom of the senior management.
• Preparation of annual business plan, budget, operational model and structure.
• Evaluate market, financial and operational risks, threats and opportunities and devise ways to mitigate the effects of risks on Company’s
performance efficiently and effectively.
• Monitor performance against achievement of goals.
• Provides inputs on new initiatives, products and projects.
Terms of Reference:
The Company believes in happy and satisfied workforce. In order to ensure recruitment of dedicated and devoted employees and also retain
existing ones, the responsibility of this committee is to formulate and implement packages for new employees, consider promotions of existing
workforce through prescribed appraisal forms and review their remunerations.
Terms of Reference:
• To assure that Rafhan Maize can effectively manage any unexpected crisis.
• To prepare Company as thoroughly as possible in advance for any crisis; whether involving personnel, plant, product, natural disaster or
any unexpected event of similar nature.
• Compliance of Crisis Management Procedures as per Company’s Crisis Management Manual and Emergency Action Plans.
Terms of Reference:
Rapid changes and improvements are taking place in the IT world. The role of the committee is to adopt latest technologies and modern systems
for overall improvement in the IT area.
Directors’ Report
Terms of Reference:
• Effective communication of Policies on Business Conduct and Core Values.
• Review of implementation and compliance of Company policies.
• Promote compliance and investigate violation of policies, if any.
• Recommendations for appropriate disciplinary actions for violation of policies, if any.
In addition to Corporate Executive Committees, Divisional Committees have also been formed which meet once in a month to review the performance of
the respective divisions and find ways and means to further improve and achieve even better results. The Team Leaders are responsible to hold the meetings
of the Committees.
One sub-committee under Finance & IT and one under Manufacturing Optimization and Regulatory Affairs have been formed. Moreover, following three
additional sub-committees have also been formed to include the bottom line management in decisions making –
Pattern of Shareholding
Pattern of Shareholding as on December 31, 2009 according to requirements of Code of Corporate Governance and a statement reflecting distribution of
shareholding appears at pages 61 and 62 of this report.
- Provided sites to a local bank, government primary school and a post office to facilitate service to the general public.
- Provides financial support to the Government school.
- Fully equipped dispensaries at Rakh Canal Plant, Faisalabad and Cornwala Plant, Jaranwala are being maintained.
- Plantation drive at the plants and surrounding agri fields to protect the environment.
- Scholarships provided to various talented students to promote higher education.
- Company contributed Rs.1,430 Million during the year to the National Exchequer.
- Promoting maize cultivation in Punjab, Sind and NWFP to enhance agri-based contribution to national economy.
- Several cost and energy savings measures have been taken.
- Integrated Management System (IMS) has four international certifications which include QMS, EMS, OHSAS and HALAL 2009.
- Safety slogan for 2009 was ‘Safety is everyone’s responsibility’. Safety month was observed during 2009.
- Rs.1.5 million were contributed towards Internally Displaced People (IDPs) Fund.
- Internship was provided to 43 students from professional institutions during 2009.
Dividend
The Company has already paid two interim dividends of 250% each. The Directors now propose a final dividend of 400% making the total 900% for the year.
Ansar Yahya
Faisalabad Chief Executive and
February 15, 2010 Managing Director
Annual Report
for the year ended December 31, 2009
25
Stakeholders’ Information
Six Years Summary
Investors’ Information
Gross profit ratio Percentage 21.31 25.51 27.69 25.64 23.06 28.12
EBITDA margin to Sales Percentage 19.35 23.03 24.14 23.84 21.76 25.85
Net profit to Sales Percentage 11.35 13.89 14.37 13.21 11.84 14.77
Return on equity Percentage 34.20 45.20 37.87 30.59 25.52 33.61
Return on capital employed Percentage 30.39 39.13 33.23 27.75 22.69 27.82
Weighted average cost of debt Percentage 13.73 12.66 8.91 9.28 6.17 2.16
Inventory turnover ratio Times 6.23 2.98 3.47 3.41 2.60 2.46
No. of days in inventory Days 58.59 122.48 105.19 107.04 140.38 148.37
Debtors turnover ratio Times 36.24 31.28 23.08 22.97 24.01 27.26
No. of days in receivables Days 10.07 11.67 15.81 15.89 15.20 13.39
Creditors turnover ratio Times 12.25 10.45 9.30 8.24 7.18 6.60
No. of days in payables Days 29.80 34.93 39.25 44.30 50.84 55.30
Operating cycle Days 63.89 77.78 73.43 85.11 96.38 97.25
Total assets turnover ratio Times 2.15 2.06 1.92 1.74 1.47 1.45
Fixed assets turnover ratio Times 6.47 6.92 5.05 4.56 4.38 3.47
Current ratio Times 2.44 2.19 3.38 3.08 2.21 2.20
Quick/ Acid test ratio Times 1.05 0.29 1.01 0.89 0.33 0.34
Price earning ratio Times 10.57 14.74 19.12 10.27 10.52 8.55
Cash dividend per share Rupees 90.00 100.00 90.00 70.00 35.00 31.00
Bonus shares issued Percentage - - - - - -
Dividend yield ratio Percentage 6.00 4.00 4.00 8.00 5.00 5.00
Dividend payout ratio Percentage 64.09 61.89 76.32 79.89 52.58 42.75
Dividend cover ratio Times 1.56 1.62 1.31 1.25 1.90 2.34
Debt : Equity ratio - - - - - -
Interest cover Times 42.26 64.65 143.38 62.38 116.33 206.25
Break-up value per share - Refer note below
- Without surplus on revaluation of fixed assets Rupees 433.91 387.43 327.58 295.21 277.72 243.99
- Including the effect of surplus
on revaluation of fixed assets Rupees 433.91 387.43 327.58 295.21 277.72 243.99
Market value per share Rupees 1,485.00 2,381.42 2,255.00 900.00 700.00 620.00
Market value per share during the year (High) Rupees 2,262.35 2,940.00 2,415.00 918.00 700.00 650.00
Market value per share during the year (Low) Rupees 1,286.87 2,300.00 945.00 700.00 594.00 510.00
Earnings before interest, taxes, depreciation
and amortization (EBITDA) Rs. Million 2,211.54 2,475.27 1,829.73 1,460.72 1,130.22 1,171.95
Note: The Company has not carried out any revaluation, hence there is no surplus on revaluation of fixed assets.
Annual Report
for the year ended December 31, 2009
27
Cash flow from operating activities 2,830,047 741,549 1,011,781 1,179,228 599,956 553,329
Cash flow from investing activities (846,392) (604,368) (111,239) (119,926) (299,500) (446,663)
Cash flow from financing activities (1,324,451) (429,291) (831,423) (837,449) (318,987) (98,248)
Opening cash and cash equivalents 13,730 305,420 236,295 14,484 33,062 24,620
Closing cash and cash equivalents 673,409 13,730 305,420 236,295 14,484 33,062
28 Rafhan Maize Products Co. Ltd.
2009 2008
(Rupees in thousand)
VALUE ADDED
2,971,350 3,205,367
DISTRIBUTION % %
EMPLOYEES AS REMUNERATION
GOVERNMENT AS TAXES
SHAREHOLDERS AS DIVIDEND
SOCIETY WELFARE
Annual Report
for the year ended December 31, 2009
29
We have reviewed the Statement of Compliance with the best transactions distinguishing between transactions carried out on
practices contained in the Code of Corporate Governance prepared terms equivalent to those that prevail in arm’s length transactions
by the Board of Directors of Rafhan Maize Product Company Limited and transactions which are not executed at arm’s length price
(“the Company”) to comply with the Listing Regulations of Karachi recording proper justification for using such alternate pricing
and Lahore Stock Exchanges. mechanism. Further, all such transactions are also required to be
separately placed before the audit committee.
The responsibility for compliance with the Code of Corporate
Governance is that of the Board of Directors of the Company. Our We are only required and have ensured compliance of requirement
responsibility is to review, to the extent where such compliance to the extent of approval of related party transactions by the Board
can be objectively verified, whether the Statement of Compliance of Directors and placement of such transactions before the audit
reflects the status of the Company’s compliance with the provisions committee. We have not carried out any procedures to determine
of the Code of Corporate Governance and report if it does not. A whether the related party transactions were undertaken at arm’s
review is limited primarily to inquiries of the Company personnel length price.
and review of various documents prepared by the Company to
comply with the Code. As part of our audit of financial statements Based on our review, nothing has come to our attention which
we are required to obtain an understanding of the accounting and causes us to believe that the Statement of Compliance does not
internal control systems sufficient to plan the audit and develop appropriately reflect the Company’s compliance, in all material
an effective audit approach. We have not carried out any special respects, with the best practices contained in the Code of Corporate
review of the internal control system to enable us to express an Governance as applicable to the Company for the year ended 31
opinion as to whether the Board’s statement on internal control December 2009.
covers all controls and the effectiveness of such internal controls.
Statement of Compliance
with the Code of Corporate Governance -Year ended December 31,2009
This statement is being presented to comply with the Code of 11. The directors’ report for the year has been prepared in
Corporate Governance contained in Listing Regulation No.35 compliance with the requirements of the Code and fully
of Karachi Stock Exchange (Guarantee) Limited and Chapter XI describes the salient matters required to be disclosed.
of Lahore Stock Exchange (Guarantee) Limited for the purpose
of establishing a framework of good governance, whereby the 12. The financial statements of the Company were duly endorsed
company is managed in compliance with the best practices of by CEO and CFO before approval of the Board.
corporate governance.
13. The CEO, directors, and executives do not hold any interest in
The Company has applied the principles contained in the Code in the shares of the Company other than that disclosed in the
the following manner: pattern of shareholding.
1. The Company encourages representation of independent 14. The Company has complied with all the corporate and
non-executive directors and the Board has 8 independent financial reporting requirements of the Code.
non-executive directors including 3 directors representing
minority shareholders. 15. The Board has formed an audit committee comprising of four
non-executive directors as members including the chairman
2. The directors of the Company have confirmed that none of of the committee.
them is serving as a director in more than ten listed companies,
including this Company. 16. The meetings of the audit committee were held at least once
every quarter prior to approval of interim and final results
3. All the resident directors of the Company are registered as of the Company and as required by the Code. The terms of
taxpayers and none of them has defaulted in payment of any reference of the committee have been formed and advised to
loan to a banking company. None of our directors is a member the committee for compliance. The related party transactions
of Stock Exchange. were placed before the audit committee and approved by the
board of directors. All transactions were made at arm’s length
4. No casual vacancy occurred in the Board during the year basis under “Comparable Uncontrolled Price Method”.
under review. However, election of directors was held after
completion of tenure of three years of the Board. One new 17. The related party transactions have been placed before the
director was elected against one of the retired directors. audit committee and approved by the board of directors
to comply with the requirements of Listing Regulations of
5. The Company has prepared a ‘Statement of Ethics and Karachi and Lahore Stock Exchanges.
Business Practices’, which has been signed by all the directors
and employees of the Company. 18. The Board has set-up an effective internal audit function. The
Internal Auditor is suitably qualified and experienced for the
6. The Board has developed a vision/mission statement, overall purpose and is conversant with the policies and procedures
corporate strategy and significant policies of the Company. of the Company. The Internal Auditor is involved in internal
A complete record of particulars of significant policies along audit function on a full time basis.
with the dates on which they were approved or amended has
been maintained. 19. The statutory auditors of the Company have confirmed
that they have been given a satisfactory rating under the
7. All the powers of the Board have been duly exercised and Quality Control Review program of the Institute of Chartered
decisions on material transactions, including appointment Accountants of Pakistan, that they or any of the partners of
and determination of remuneration and terms and conditions the firm, their spouses and minor children do not hold shares
of employment of the CEO and other executive directors, have of the Company and that the firm and all its partners are in
been taken by the Board. compliance with International Federation of Accountants
(IFAC) guidelines on code of ethics as adopted by Institute of
8. The meetings of the Board were presided over by the Chairman, Chartered Accountants of Pakistan.
and in his absence, by the Vice Chairman, and in their absence
by a director elected by the Board for this purpose and the 20. The statutory auditors or the persons associated with them
Board met at least once in every quarter. Written notices of have not been appointed to provide other services except in
the Board meetings, along with agenda and working papers, accordance with the listing regulations and the auditors have
were circulated at least seven days before the meetings. The confirmed that they have observed IFAC guidelines in this
minutes of the meetings were appropriately recorded and regard.
circulated.
21. We confirm that all other material principles contained in the
9. The Directors of the Board were apprised of their duties and Code have been complied with.
responsibilities from time to time during Board meetings. On behalf of the Board
Annual Report
for the year ended December 31, 2009
31
We have audited the annexed balance sheet of Rafhan Maize ii) the expenditure incurred during the year was for the
Products Co. Ltd. (“the company”) as at 31 December 2009 and purpose of the Company’s business; and
the related profit and loss account, cash flow statement, statement
of comprehensive income and statement of changes in equity, iii) the business conducted, investments made and the
together with the notes forming part thereof, for the year then expenditure incurred during the year were in accordance
ended and we state that we have obtained all the information and with the objects of the Company;
explanations which, to the best of our knowledge and belief, were
necessary for the purposes of our audit. c) in our opinion and to the best of our information and
according to the explanations given to us, the balance sheet,
It is the responsibility of the Company’s management to establish profit and loss account, cash flow statement, statement of
and maintain a system of internal control, and prepare and present comprehensive income and statement of changes in equity
the above said statements in conformity with the approved together with the notes forming part thereof conform with
accounting standards and the requirements of the Companies approved accounting standards as applicable in Pakistan, and,
Ordinance, 1984. Our responsibility is to express an opinion on give the information required by the Companies Ordinance,
these statements based on our audit. 1984, in the manner so required and respectively give a true
and fair view of the state of the Company’s affairs as at 31
We conducted our audit in accordance with auditing standards as December 2009 and of the profit, its comprehensive income,
applicable in Pakistan. These standards require that we plan and its cash flows and changes in equity for the year then ended;
perform the audit to obtain reasonable assurance about whether and
the above said statements are free of any material misstatement.
An audit includes examining, on a test basis, evidence supporting d) in our opinion Zakat deductible at source under the Zakat
the amounts and disclosures in the above said statements. An audit and Ushr Ordinance, 1980(XVIII of 1980), was deducted by the
also includes assessing the accounting policies and significant Company and deposited in the Central Zakat Fund established
estimates made by management, as well as, evaluating the overall under section 7 of that Ordinance.
presentation of the above said statements. We believe that our
audit provides a reasonable basis for our opinion and, after due
verification, we report that:
Balance Sheet
As at 31 December 2009
Current assets
Stores and spares 9 277,972 279,768
Stock in trade 10 1,166,118 2,406,062
Trade debts 11 315,365 343,604
Loans and advances 12 11,840 24,493
Trade deposits and short term prepayments 13 22,227 26,256
Other receivables 14 65,029 63,995
Cash and bank balances 15 673,409 13,730
2,531,960 3,157,908
Current liabilities
Trade and other payables 16 734,202 765,924
Mark up accrued on short term running finances 8,601 8,522
Short term running finances - secured 17 - 493,709
Provision for taxation 293,670 205,502
1,036,473 1,473,657
Working capital 1,495,487 1,684,251
Total capital employed 4,268,051 3,813,714
Ansar Yahya
Anis Ahmad Khan Chief Executive & Zulfikar Mannoo
Director Managing Director Director
Annual Report
for the year ended December 31, 2009
33
Represented by:
4,007,730 3,578,441
Ansar Yahya
Anis Ahmad Khan Chief Executive & Zulfikar Mannoo
Director Managing Director Director
34 Rafhan Maize Products Co. Ltd.
Ansar Yahya
Anis Ahmad Khan Chief Executive & Zulfikar Mannoo
Director Managing Director Director
Annual Report
for the year ended December 31, 2009
35
2009 2008
( Rupees in thousands)
Ansar Yahya
Anis Ahmad Khan Chief Executive & Zulfikar Mannoo
Director Managing Director Director
36 Rafhan Maize Products Co. Ltd.
Ansar Yahya
Anis Ahmad Khan Chief Executive & Zulfikar Mannoo
Director Managing Director Director
Annual Report
for the year ended December 31, 2009
37
( Rupees in thousands)
- - - - 552,745 552,745
Ansar Yahya
Anis Ahmad Khan Chief Executive & Zulfikar Mannoo
Director Managing Director Director
38 Rafhan Maize Products Co. Ltd.
The Company uses maize as the basic raw material to manufacture and sell a number of industrial products, principal ones being
industrial starches, liquid glucose, dextrose, dextrin and gluten meals.
2 Basis of preparation
2.1 Statement of compliance
These financial statements have been prepared in accordance with approved accounting standards as applicable in Pakistan
and the requirements of Companies Ordinance, 1984. Approved accounting standards comprise of such International
Financial Reporting Standards (IFRSs) issued by the International Standard Board and Islamic Financial Reporting Standards
(IFAs) issued by the Institute of Chartered Accountants of Pakistan as are notified under the provisions of the Companies
Ordinance, 1984. Wherever, the requirements of the Companies Ordinance, 1984 or directives issued by the Securities
and Exchange Commission of Pakistan differ with the requirements of these standards, the requirements of Companies
Ordinance, 1984 or the requirements of the said directives shall prevail.
The Company has applied revised IAS 1 “Presentation of Financial Statements (2007)” which became effective from 01
January 2009. This standard required the Company to present in the statement of changes in equity all owner changes in
equity, whereas all non-owner changes in equity are presented in the statement of comprehensive income.
The Company has also applied IFRS 7 “Financial Instruments: Disclosures” from 01 January 2009. As a result, additional
disclosures have been made relating to financial instruments.
2.3 Standards and amendments to published approved International Financial Reporting Standards not yet effective
A number of new standards and amendments to standards are not yet effective for the year ended 31 December 2009, and
have not been applied in preparing these financial statements.
Amendment to IFRS 2 – Share-based Payment – Group Cash-settled Share-based Payment Transactions (effective for annual
periods beginning on or after 1 January 2010). Currently effective IFRSs require attribution of group share-based payment
transactions only if they are equity-settled. The amendments resolve diversity in practice regarding attribution of cash-
settled share-based payment transactions and require an entity receiving goods or services in either an equity-settled or a
cash-settled payment transaction to account for the transaction in its separate or individual financial statements.
Revised IFRS 3 Business Combinations (applicable for annual periods beginning on or after 1 July 2009) broadens among
other things the definition of business resulting in more acquisitions being treated as business combinations, contingent
consideration to be measured at fair value, transaction costs other than share and debt issue costs to be expensed, any pre-
existing interest in an acquiree to be measured at fair value, with the related gain or loss recognized in profit or loss and any
non-controlling (minority) interest to be measured at either fair value, or at its proportionate interest in the identifiable assets
and liabilities of an acquiree, on a transaction-by-transaction basis. The application of this standard is not likely to have an
effect on the Company’s financial statements.
Amendments to IFRS 5 Non-current Assets Held for Sale and Discontinued Operations – (effective for annual periods
beginning on or after 1 July 2009). The amendments specify that if an entity is committed to a plan to sell a subsidiary, then it
would classify all of that subsidiary’s assets and liabilities as held for sale if criteria in IFRS 5 are met. This applies regardless of
the entity retaining an interest (other than control) in the subsidiary; and disclosures for discontinued operations are required
by the parent when a subsidiary meets the definition of a discontinued operation. This amendment is not likely to have any
impact on Company’s financial statements.
IAS 24 Related Party Disclosures (revised 2009) – effective for annual periods beginning on or after 1 January 2011. The
revision amends the definition of a related party and modifies certain related party disclosure requirements for government-
Annual Report
for the year ended December 31, 2009
39
Amended IAS 27 Consolidated and Separate Financial Statements (effective for annual periods beginning on or after 1 July
2009) requires accounting for changes in ownership interest by the group in a subsidiary, while maintaining control, to be
recognized as an equity transaction. When the group loses control of subsidiary, any interest retained in the former subsidiary
will be measured at fair value with the gain or loss recognized in the profit or loss. The application of the standard is not likely
to have an effect on the Company’s financial statements.
Amendment to IAS 32 Financial Instruments: Presentation – Classification of Rights Issues (effective for annual periods
beginning on or after 1 February 2010). The IASB amended IAS 32 to allow rights, options or warrants to acquire a fixed
number of the entity’s own equity instruments for a fixed amount of any currency to be classified as equity instruments
provided the entity offers the rights, options or warrants pro rata to all of its existing owners of the same class of its own non-
derivative equity instruments. This interpretation has no impact on the Company’s financial statements.
Amendments to IAS 39 Financial Instruments: Recognition and Measurement – Eligible Hedged Items (effective for annual
periods beginning on or after 1 July 2009) clarifies the application of existing principles that determine whether specific risks
or portions of cash flows are eligible for designation in a hedging relationship. The amendment is not likely to have an effect
on the Company’s financial statements.
Amendments to IFRIC 14 IAS 19 – The Limit on a Defined Benefit Assets, Minimum Funding Requirements and their Interaction
(effective for annual periods beginning on or after 1 January 2011). These amendments remove unintended consequences
arising from the treatment of prepayments where there is a minimum funding requirement. These amendments result in
prepayments of contributions in certain circumstances being recognized as an asset rather than an expense. This amendment
is not likely to have any impact on Company’s financial statements.
IFRIC 15- Agreement for the Construction of Real Estate (effective for annual periods beginning on or after 1 October 2009)
clarifies the recognition of revenue by real estate developers for sale of units, such as apartments or houses, ‘off-plan’, that is,
before construction is complete. The amendment is not relevant to the Company’s operations.
IFRIC – 17 Distributions of Non-cash Assets to Owners (effective for annual periods beginning on or after 1 July 2009) states
that when a company distributes non cash assets to its shareholders as dividend, the liability for the dividend is measured at
fair value. If there are subsequent changes in the fair value before the liability is discharged, this is recognized in equity. When
the non cash asset is distributed, the difference between the carrying amount and fair value is recognized in the income
statement. As the Company does not distribute non-cash assets to its shareholders, this interpretation has no impact on the
Company’s financial statements.
IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments (effective for annual periods beginning on or after 1 July
2010). This interpretation provides guidance on the accounting for debt for equity swaps. This interpretation has no impact
on the Company’s financial statements.
3. Basis of measurement
These financial statements have been prepared under the historical cost convention, except for recognition of certain employees
retirement benefits at present value.
Revenue from sales is recognized upon transfer of significant risks and rewards of ownership of the goods to buyers i.e.
dispatch of goods to customers.
Interest
Income from bank deposits and loans is recognized on accrual basis.
4.3 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.
Depreciation on additions to property, plant and equipment is charged from the month in which the asset is acquired or
capitalised, while no depreciation is charged for the month in which the asset is disposed off.
The Company assesses at each balance sheet date whether there is any indication that property, plant and equipment may
be impaired. If such indication exists, the carrying amounts of such assets are reviewed to assess whether they are recorded
in excess of their recoverable amount. Where carrying values exceed the respective recoverable amount, assets are written
down to their recoverable amounts and the resulting impairment loss is recognised in income currently. The recoverable
amount is the higher of an asset’s fair value less costs to sell and value in use. Where an impairment loss is recognised, the
depreciation charge is adjusted in the future periods to allocate the asset’s revised carrying amount over its estimated useful
life.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when
it is probable that future economic benefits associated with the item will flow to the company and the cost of the item can
be measured reliably. All other repair and maintenance costs are charged to income during the period in which they are
incurred.
The gain or loss on disposal or retirement of an asset represented by the difference between the sale proceeds and the
carrying amount of the asset is recognised as an income or expense.
Annual Report
for the year ended December 31, 2009
41
Capital work in progress and stores held for capital expenditure are stated at cost less any identified impairment loss and
represents expenditure incurred on property, plant and equipment during the construction and installation. Cost also
includes applicable borrowing costs. Transfers are made to relevant property, plant and equipment category as and when
assets are available for use.
The contributions are made to pension and gratuity funds in accordance with the actuary’s recommendations based on the
actuarial valuation of these funds as at 31 December 2009.
The future contribution rates of these funds include allowances for deficit and surplus. Projected unit credit method is used
for valuation of these funds based on the following significant assumptions:
The actuarial gains and losses are recognized in the period in which they occur directly in shareholders’ equity and presented
in the statement of comprehensive income.
The variance between standard and actual cost on work in process and finished goods is charged to cost of sales.
42 Rafhan Maize Products Co. Ltd.
4.14 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.
Other amounts payable are carried at cost which is the fair value of the consideration to be paid in future for goods and
services.
An impairment loss in respect of a financial asset measured at amortized cost is calculated as a difference between its
carrying amount and the present value of the estimated future cash flows discounted at the original effective interest rate. An
impairment loss in respect of an available-for-sale financial asset is calculated by reference to its current fair value.
Annual Report
for the year ended December 31, 2009
43
Individually significant financial assets are tested for impairment on a individual basis. The remaining financial assets are
assessed collectively in groups that share similar credit risk characteristics.
An impairment loss is recognized if the carrying amount of an asset or its cash-generating unit exceeds its recoverable
amount. A cash-generating unit is the smallest identifiable asset group that generates cash flows that largely are independent
from other assets and groups.
Impairment losses are recognized in profit and loss. Impairment losses recognized in respect of cash-generating units are
allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount
of the other assets of the unit on a pro-rata basis.
The Company documents at the inception of the transaction the relationship between the hedging instruments and hedged
items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Company also
documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in
hedging transactions are highly effective in offsetting changes in cash flow of hedged items. Derivatives are carried as assets
when fair value is positive and liabilities when the fair value is negative.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are
recognized in equity. The gain or loss relating to the ineffective portion is recognized immediately in the profit and loss
account.
Amounts accumulated in equity are recognized in profit and loss account in the periods when the hedging items will effect
profit or loss. However, when the forecast hedged transaction results in the recognition of a non-financial asset or a liability,
the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the
cost of the asset or liability.
Any gain or loss from change in fair vaue of derivatives that do not qualify for hedge accounting are taken directly to profit
and loss account.
Parties are said to be related if they are able to influence the operating and financial decisions of the Company and vice
versa.
4.21 Dividends
Dividend distribution to the shareholders is recognized as a liability in the period in which it is approved by the
shareholders.
44 Rafhan Maize Products Co. Ltd.
2009 3,143,841 363,215 (31,604) 3,475,452 1,590,685 (31,509) 150,911 1,710,087 1,765,365
5.1 The cost of fully depreciated assets which are still in use is Rs. (thousands) 701,077 (2008: Rs. (thousands) 721,550).
5.2 Depreciation charge for the year has been allocated as follows:
5.4 Automobile (two nos.) were sold to Mr. Rashid Ali, Vice Chairman, Chief Executive and Managing Director under Company’s
car scheme approved by the Board of Directors in their meeting dated November 07, 1992 and subsequently approved by the
shareholders in Annual General Meeting held on December 24, 1992.
Annual Report
for the year ended December 31, 2009
45
6.1 Cornwala / Mehran projects includes markup amounting to Rs. (thousands) 35,458 (2008: Rs. (thousands) 9,963)
capitalized during the year at the rate ranging from 11.64% to 16.75% per annum (2008: 10:40% to 16:70%).
6.2 This represents full payment of Rs. (thousands) 1,814 (2008 : Rs. (thousands) 1,814) and legal cost incurred
Rs. (thousands) 5,000 (2008:Rs. (thousands) 5,000) for the Company’s factory land in Faisalabad which was acquired from
the government in 1953 but registration of title is still pending in the name of Company.
2009 2008
( Rupees in thousands)
7.1 Movements in the net assets/(liabilities) recognized in the balance sheet are as follows:
Gratuity Pension
2009 2008 2009 2008
( Rupees in thousands)
Gratuity Pension
( Rupees in thousands)
(Percentage) (Percentage)
2009 2008 2009 2008
7.7 Plan assets consist of the following
Debt instruments 86% 45% 84% 70%
Cash and other deposits 14% 55% 16% 30%
Annual Report
for the year ended December 31, 2009
47
8.1 Loans to other employees represent house building loans provided to employees in accordance with Company’s policy
and are repayable over a period of five years. These loans are secured against the employees provident fund. Loans to
employees carry interest at the rate of approximately 8% per annum (2008: 8 % per annum).
8.2 Maximum aggregate balance during the year, at the end of any month, of loans to executives was Rs. (thousands) 3,073
(2008: Rs. (thousands) 1,730).
8.3 No loans were granted to the directors and chief executive of the Company.
10 Stock in trade
Raw materials
Corn and cobs 643,791 1,887,117
Corn seeds 12,673 5,096
Other raw material 63 -
656,527 1,892,213
Work in process 34,715 28,785
Finished goods 474,876 485,064
1,166,118 2,406,062
11 Trade debts
Secured - against security deposits and bank guarantees 216,381 233,869
Unsecured - considered good
Related parties 34,874 38,528
Others 64,110 71,207
98,984 109,735
Considered doubtful 11,428 10,651
110,412 120,386
Less: Provision for doubtful balances 11.1 (11,428) (10,651)
98,984 109,735
315,365 343,604
11.1 Provision for doubtful balances
Opening balance 10,651 7,442
Provision for the year 780 3,209
Bad debts written off (3) -
Closing balance 11,428 10,651
12.1 No advances were given to executives, directors and chief executive of the Company during the year.
Annual Report
for the year ended December 31, 2009
49
14 Other receivables
Other receivables - Farmers balances
Considered good 1,566 1,569
Considered doubtful 1,675 1,675
3,241 3,244
Less: Provision for doubtful balances (1,675) (1,675)
1,566 1,569
Due from related parties 1,119 1,455
Workers’ profit participation fund 14.1 428 1,177
Income tax refundable 14.2 58,613 58,613
Others 3,303 1,181
65,029 63,995
14.1 Workers’ profit participation fund
Opening balance 1,177 627
Provision for the year 28 (108,072) (123,498)
Payment to the fund 107,323 124,048
Closing balance 428 1,177
14.2 The Income Tax Department has charged tax of Rs. (thousands) 81,078 for the assessment year 2001-2002 (financial
year ended 30 September 2000) under section 12(9A) of the Income Tax Ordinance, 1979 (Repealed) on the allegation
that the dividend distribution by the Company was less than 40% of its after tax profits. Against this levy, the Company
filed an appeal with the Commissioner of Income Tax (Appeals), which was rejected. The Company preferred an appeal
with the Income Tax Appellate Tribunal (ITAT) against the order of CIT (Appeals). The ITAT vide order dated 21 April
2006 decided the case in favour of the Company and confirmed that levy of tax under section 12(9A) was against the
provisions of the law and directed the assessing officer for decision in accordance with the provisions of amended
clause 59 of Part IV, Second Schedule to the repealed Income Tax Ordinance, 1979.
The Income Tax Department has moved to Lahore High Court on 17 October 2006, against the orders of ITAT. The
case has not been fixed for hearing so far.No provision has been made in these financial statements as according to the
management of the Company, it is probable that this case will be decided in favour of the Company. The legal advisors
of the Company have concurred with the management’s view.
Note 2009 2008
( Rupees in thousands)
15.1 These carry profit at rates ranging from 5% to 12% per annum (2008: 1% to 10.50% per annum).
50 Rafhan Maize Products Co. Ltd.
16.1 As per the terms of agreement between dealers and contractors, the Company can utilize these deposits in the normal
course of business.
16.2 These represent deposits held against tenders for the sale of scrap.
The rate of markup ranges from 11.64 % to 16.75 % per annum (2008 : 10.40 % to 16.70 % per annum). These facilities are secured
by joint pari passu hypothecation charge on current assets of the Company and are subject to repricing on monthly/ quar ter ly
basis.
The unutilized facility for letters of credit as on 31 December 2009 amounts to Rs. (thousands) 592,901 (2008: Rs. (thousands)
284,087 ).
18 Deferred taxation
The liability for deferred taxation comprises timing
differences relating to:
Annual Report
for the year ended December 31, 2009
51
19.2 Corn Products International Inc., USA holds 6,494,243 (2008: 6,494,243) ordinary shares of Rs. 10 each as at
31 December 2009.
Note 2009 2008
( Rupees in thousands)
20 Reserves
Capital
Share premium 20.1 36,946 36,946
Other 20.2 941 941
37,887 37,887
Revenue
20.1 This reserve can be utilized in accordance with the provision of section 83(2) of the Companies Ordinance, 1984.
20.2 This reserve was created under section 15BB of the Income Tax Act, 1922 to avail the tax exemption in prior years.
c) Commitments in respect of capital expenditure contracted but not provided amounts to Rs. (thousands) 474,254 (2008:
Rs. (thousands) 650,715).
d) Commitments in respect of purchase of corn amounts to Rs. (thousands) 4,028,200 (2008: Rs. (thousands)
2,720,089).
e) Commitments in respect of counter guarantees given to banks in consideration of their guarantees in the normal
course of business amount to Rs. (thousands) 105,972 (2008: Rs. (thousands) 80,922).
52 Rafhan Maize Products Co. Ltd.
2009 2008
Note ( Rupees in thousands)
22 Sales - net
Domestic 11,684,655 10,816,972
Export 304,567 433,825
11,989,222 11,250,797
Less: Sales tax 516,762 461,401
Special excise duty 33,182 27,941
Trade discount and commission 11,174 14,629
561,118 503,971
11,428,104 10,746,826
23 Cost of sales
Raw material consumed:
Corn 6,486,348 5,793,989
Others 4,626 113,675
Stores 254,649 224,513
Packing material 224,387 247,571
6,970,010 6,379,748
Factory expenses:
Salaries, wages and amenities 23.1 420,824 383,099
Spares consumed 102,523 105,418
Fuel and power 1,163,108 1,006,596
Rent, rates and taxes 25,525 3,564
Repairs and maintenance 13,519 14,468
Depreciation 5.2 140,628 132,325
Insurance 10,231 8,493
Factory general expenses 142,116 127,933
2,018,474 1,781,896
8,988,484 8,161,644
Add: Opening work in process stock 28,785 26,699
9,017,269 8,188,343
Less: Closing work in process stock (34,715) (28,785)
Cost of production 8,982,554 8,159,558
Add: Opening finished goods stock 485,064 331,086
9,467,618 8,490,644
Less: Closing finished goods stock (474,876) (485,064)
8,992,742 8,005,580
23.1 Salaries, wages and amenities include Rs. (thousands) 8,248 (2008: Rs. (thousands) 8,055) in respect of contribution
to pension and gratuity fund and Rs. (thousands) 10,264 (2008: Rs. (thousands) 8,977) in respect of contributions to
provident fund.
Annual Report
for the year ended December 31, 2009
53
24 Distribution cost
Salaries and amenities 24.1 47,306 44,782
Traveling and automobile expenses 8,559 7,341
Freight and distribution 48,044 96,131
Insurance 2,485 2,226
Rent, rates and taxes 1,007 758
Repair and maintenance 345 134
Electricity charges 93 66
Printing and stationery 486 423
Telephone and postage 1,475 1,481
Advertising and sales promotion 625 630
Depreciation 5.2 4,503 3,016
Market research and development 58 44
Provision for doubtful debts 780 3,209
Miscellaneous expenses 1,118 322
116,884 160,563
24.1 Salaries and amenities include Rs. (thousands) 2,380 (2008: Rs. (thousands) 2,169) in respect of contribution to pension
and gratuity fund and Rs. (thousands) 1,951 (2008: Rs. (thousands) 1,909) in respect of contributions to provident fund.
25 Administrative expenses
Salaries and amenities 25.1 140,608 131,321
Traveling and automobile expenses 10,852 10,248
Insurance 881 929
Rent, rates and taxes 1,361 1,019
Repair and maintenance 10,518 6,050
Electricity charges 1,489 1,190
Printing and stationery 936 967
Telephone and postage 3,132 3,329
Legal and professional charges 5,524 2,657
Depreciation 5.2 5,780 4,740
Auditors’ remuneration 25.2 1,704 1,511
Miscellaneous expenses 3,250 1,549
Donation and Charity 1,500 -
187,535 165,510
25.1 Salaries and amenities include Rs. (thousands) 7,461 (2008: Rs. (thousands) 6,921) in respect of contribution to pension
and gratuity fund and Rs. (thousands) 6,637 (2008: Rs. (thousands) 6,309) in respect of contributions to provident fund.
54 Rafhan Maize Products Co. Ltd.
27 Finance cost
Mark up on short term running finances 42,401 29,192
Bank charges and commission 6,365 6,931
48,766 36,123
28 Other operating expenses
Workers’ profit participation fund 14.1 108,072 123,498
Workers’ welfare fund 41,500 47,398
149,572 170,896
29 Taxation
Current 670,076 815,161
Deferred 44,708 (8,461)
714,784 806,700
2009 2008
% %
29.1 Numerical reconciliation between average effective
tax rate and applicable tax rate:
Applicable tax rate 35.00 35.00
Tax effect of inadmissible expenses 0.32 0.40
Tax effect of admissible expenses (0.33) (0.08)
Effect of presumptive tax regime and others 0.54 (0.23)
Average effective tax rate (tax expense
divided by profit before tax) 35.53 35.09
Annual Report
for the year ended December 31, 2009
55
2009 2008
( Rupees in thousands)
31 Financial instruments
The Company’s financial liabilities mainly comprise trade and other payables and short term running finances. The main purpose
of financial liabilities is to raise finance for the Company’s financial assets which comprise long term loan, trade debts, Loans and
advances, trade deposits and short term prepayments, other receivables and Cash and bank balances.
The company has exposure to the following risks from its use of financial instruments:
- Credit risk
- Liquidity risk
- Market risk
The Board of Directors has overall responsibility for the establishment and oversight of Company’s risk management framework.
The Board is also responsible for developing and monitoring the Company’s risk management policies.
To manage exposure to credit risk in respect of trade receivables, management performs credit reviews taking into
account the customer’s financial position, past experience and other factors. Where considered necessary, advance
payments are obtained from certain parties. Sales made to major customers are secured through security deposits,
bank guarantees and letters of credit. To manage exposure to credit risk, the company applies credit limits to its
customer and obtains advances from certain customers.
All investing transactions are settled / paid for upon delivery. The Company’s policy is to enter into financial instrument
contract by following internal guidelines such as approving counterparties and approving credits.
Concentration of credit risk arises when a number of counter parties are engaged in similar business activities or have
similar economic features that would cause their abilities to meet contractual obligation to be similarly effected by the
changes in economic, political or other conditions. The Company believes that it is not exposed to major concentration
of credit risk.
The carrying amount of financial assets represents the maximum credit exposure before any credit enhancements. The
maximum exposure to credit risk at the reporting date is:
56 Rafhan Maize Products Co. Ltd.
2009 2008
( Rupees in thousands)
The company has placed its funds with banks which are rated A+ by PACRA/JCR VIS
The maximum exposure to credit risk for trade debts as at 31 December 2009
by geographic regions was:
Annual Report
for the year ended December 31, 2009
57
The table below summarizes the maturity profile of the Company’s financial liabilities as at reporting date:
31 December 2009
Carrying Less than More than
amount 12 month 1 year
( Rupees in thousands)
Financial Liabilities
Trade and other payables 655,882 655,882 -
Mark up accrued on short term running finances 8,601 8,601 -
Short term running finances - secured - - -
664,483 664,483 -
31 December 2008
Carrying Less than More than
amount 12 month 1 year
( Rupees in thousands)
Financial Liabilities
Trade and other payables 684,986 684,986 -
Mark up accrued on short term running finances 8,522 8,522 -
Short term running finances - secured 493,709 493,709 -
1,187,217 1,187,217 -
31.3 Market risk
Market risk is the risk that changes in market price, such as foreign exchange rates, interest rates and equity prices will
effect the Company’s income or the value of its holdings of financial instruments.
Sensitivity analysis:
At reporting date, if the PKR had strengthened by 10% against the foreign currencies with all other variables held constant,
before tax profit for the year would have been lower by the amount shown below, mainly as a result of net foreign
exchange gain on translation of foreign debtors, foreign currency bank account and trade and other payables.
2009 2008
( Rupees in thousands)
The weakening of the PKR against foreign currencies would have had an equal but opposite impact on the post tax loss.
The sensitivity analysis prepared is not necessarily indicative of the effects on profit for the year and assets / liabilities of the Company.
Financial Assets
Variable rate instruments:
Cash and bank balances - saving 5 to 12 1 to 10.50 606,870 28
Financial liabilities
Variable rate instruments:
Short term borrowings 11.64 to 16.75 10.40 to 16.70 - 493,709
The sensitivity analysis prepared is not necessarily indicative of the effects on profit for the year and assets / liabilities of the Company.
31.6 Other price risk
Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market prices (other than those arising from interest rate risk or currency risk). The company is not exposed
to any price risk as there are no financial instruments at the reporting date that are sensitive to price fluctuations
For working capital requirement and capital expenditure, the Company primarily relies substantially on short term borrowings
Managerial remuneration 2,324 13,405 15,729 16,010 6,408 6,671 32,026 27,407
Rent, bonus and other allowances 426 12,874 13,300 9,258 9,300 8,881 39,701 33,241
Number 1 1 1 1 2 2 37 31
Meeting fees aggregating to Rs. (thousands) 3 (2008: Rs (thousands) 10) were paid to 4 (2008: 5) non-executive directors for
at tending board meetings. In addition, the Vice Chairman, Chief Executive & Managing Director and two full time working
directors and some executives are also provided with Company maintained car.
2009 2008
Name of parties Nature of relationship Nature and description of Total Total
related party transaction value of Closing value of Closing
transaction balance transaction balance
(Rupees in thousands) (Rupees in thousands)
Unilever Pakistan Food Limited Associate Sales 703,067 242,222 742,822 19,770
Services rendered 63 - 8 -
Corn Products International Holding company Services received - 1,455 - 1,455
Corn Products Kenya Ltd. Associate Export sales 32,850 18,758 100,105 18,758
Corn Products Ammardas, Thailand Associate Imports - - 84,925 -
Corn Products Malaysia Associate Export sales 7,504 3,478 - -
Employees benefits Other related parties Contribution to funds 36,940 14,713 34,340 68,931
The transactions were carried out at an arm’s length basis, in accordance with the accounting policy as stated in
Note 4.20.
No buying and selling commission has been paid to any associated undertaking.
60 Rafhan Maize Products Co. Ltd.
2009 2008
( Metric Tons)
The reduction in grind days/ grind was attributable to lower sales demand and acute energy crisis in the country.
35 Dividends
The Board of Directors have proposed a final dividend for the year ended 31 December 2009 of Rs. 40 per share, amounting to
Rs. (thousands) 369,457 at their meeting held on 15 February 2010, for approval of the members at the Annual General Meeting
to be held on 29 March 2010 (2008: Rs. 40 per share amounting to Rs. (thousands) 369,457).
The estimates and underlying assumptions are reviewed on an ongoing basis. Revision to accounting estimates are recognized in
the period in which the estimate is revised if the revision effects only that period, or in the period of revision and future periods if
revision affects both current and future periods. The areas where various assumptions and estimates are significant to Company’s
financial statements or where judgments were exercised in application of accounting policies are as follows:
38 General
- Figures in these financial statements have been rounded off to the nearest thousands of rupees.
- Comparative figures have been reclassified and re arranged where necessary in order to facilitate comparison.
Ansar Yahya
Anis Ahmad Khan Chief Executive & Zulfikar Mannoo
Director Managing Director Director
Annual Report
for the year ended December 31, 2009
61
Pattern of Shareholding
As at 31 December 2009
Number of Total
Shareholders Shareholding Shares Held
947 9,236,428
The above two statements include 269 shareholders holding 386,203 shares through Central Depository Company of Pakistan Limited.
62 Rafhan Maize Products Co. Ltd.
Pattern of Shareholding
As at 31 December 2009 as per format perscribed in Code of Corporate Governance
No. of
Shares
Associated Companies, undertakings and related parties
Corn Products International Inc. - Sponsor and Related Party 6,494,240
NIT 0
ICP 60
Directors
Mr. John F. Saucier 1
Mr. Rashid Ali 600
Ms. Cheryl K. Bebee 1
Ms. Mary A. Hynes 1
Mr. Zulfikar Mannoo 238,163
Mian M. Adil Mannoo 154,459
Mr. Wisal A. Mannoo 174,143
Mr. Anis Ahmad Khan 1,264
Sh. Gulzar Hussain 4,650
Directors’ Spouses
Mrs. Sarwat Zulfikar W/o Mr. Zulfikar Mannoo 9,370
CEO
Mr. Ansar Yahya 82
Executives 1,711
Annual Report
for the year ended December 31, 2009
Proxy Form
117th General Meeting (Annual Ordinary)
I / We
of
being shareholder(s) of R afhan M aize Produc ts Company Limited hereby appoint
of
or failing him
as my / our proxy to vote for me / us and on my / our behalf at the 117th General Meeting
(Annual Ordinary) of the Company to be held at Karachi on Monday, March 29, 2010
at 10:00 a.m. and / or at any adjournment thereof.
Affix Revenue
(Signature of Proxy) Stamp of
Rs. 5/-
Notes:
a) This Form of Proxy, duly completed and signed across a revenue stamp, must be deposited at the Company’s
Registered Office not less than 48 hours before the time of holding the meeting.
Mr. Saleem Raza, Governor State Bank of Pakistan presenting 26th Corporate Excellence Award -
Certificate of Excellence to Mr. Rashid Ali, Vice Chairman
Mian Shahbaz Sharif, Chief Minister of Punjab presenting Occupational Health, Safety and Environment
(OHSE) Award to Mr. Ansar Yahya, Chief Executive and Managing Director