FectoCement 2010

FECTO CEMENT LIMITED
ANNUAL REPORT 2010
CONTENTS
Corporate Information Mission Statement, Vision Statement and Corporate Strategy Notice of Meeting Directors' Report Pattern of Shareholding Key operating and Financial Data Statement of Compliance with the Code of Corporate Governance Auditors' Report on Statement of Compliance with Best Practices of Code of Corporate Governance Auditors' Report Balance Sheet Profit & Loss Account Statement of Comprehensive Income Cash Flow Statement Statement of Changes in Equity Notes to the Accounts Form of Proxy 2 3 4 5 9 11 12 14 15 16 18 19 20 21 22
ANNUAL REPORT 2010
CORPORATE INFORMATION
BOARD OF DIRECTORS CHAIRMAN Mr. Mohammed Asad Fecto CHIEF EXECUTIVE Mr. Mohammed Yasin Fecto DIRECTORS Mrs. Zubeda Bai Mr. Ijaz Ali Mr. Altaf A Hussain Mr. Safdar Abbas Morawala Mr. Aamir Ghani Mr. Muhammad Anwar Habib Mr. Muhammad Hussain { Nominee of Saudi Pak Industrial & Agricultural Investment Co. (Pvt.) Ltd.} AUDIT COMMITTEE Chairman: Mr. Mohammed Asad Fecto Members: Mr. Muhammad Anwar Habib Mr. Safdar Abbas Morawala Mr. Abdul Samad, FCA KPMG Taseer Hadi & Co. Chartered Accountants Nisar Law Associates 51, Mozang Road Lahore 35-Darulaman Housing Society Block 7/8, Shahra-e-Faisal Karachi Website http://www.fectogroup.com Sangjani, Islamabad 2nd Floor, Majeed Plaza Bank Road, Saddar Rawalpindi Technology Trade (Private) Limited 241-C, Block 2, P.E.C.H.S. Karachi
SECRETARY AUDITORS
LEGAL ADVISOR
REGISTERED OFFICE
FACTORY MARKETING OFFICE
SHARES REGISTRAR
ANNUAL REPORT 2010
Mission Statement
To manage and operate the company in a manner that allows growth and profitability without high risk for stakeholders and the company by offering quality product to our customers, while striving to improve our product to meet our customers needs.
Vision Statement
To compete in tough and competitive market, focusing on Satisfaction of customers, and stakeholders with challenging spirit and flexibility, striving hard to make profit, creating value for our customers and to continue as a successful Company.
Corporate Strategy
Our Corporate Strategy and objectives for the future are to find new and improved means of cost reduction, fuel economy and to acquire advanced manufacturing capabilities to support our product development efforts and product line expansion and stand ready to leverage our debts and be responsive to the changing economic scenario. We believe in harnessing the inherent strengths of available human resource and materials to the utmost and a commitment for building a solid foundation poised for sustainable growth for the long-term benefit of our shareholders and our employees.
ANNUAL REPORT 2010
NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 29th Annual General Meeting of the Members of the Company will be held at Registered Office, 35-Darulaman Housing Society, Block 7/8, Shahra-e-Faisal, Karachi on Tuesday, October 26, 2010 at 12.00 noon to transact the following business: 1. To receive, consider and adopt the Annual Audited Accounts for the year ended June 30, 2010 together with the Directors' and Auditors' Reports thereon. To appoint auditors for the year ending June 30, 2011 and to fix their remuneration. Present auditors M/s. KPMG Taseer Hadi & Co., Chartered Accountants being eligible have offered themselves for the re-appointment. Audit Committee has recommended the appointment of M/s. KPMG Taseer Hadi & Co., Chartered Accountants as auditors of the Company for the year ending June 30, 2011. To transact any other business with the permission of the Chair.
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By Order of the Board
(ABDUL SAMAD) COMPANY SECRETARY Karachi: September 27, 2010 Notes: 1. The Share Transfer Books of the Company will remain closed from Tuesday, October 19, 2010 to Tuesday, October 26, 2010 (both days inclusive). Transfers received in order by our Shares Registrar at the close of business by Monday October 18, 2010 will be considered in time for the entitlement of transferee. A member of the Company entitled to attend and vote at this meeting may appoint another member as a proxy to attend, speak and vote instead of him/her. An instrument appointing a proxy must be received at the Registered Office of the Company not later than forty eight hours before the time of holding the Meeting. The proxy shall produce his/her original Computerized National Identity Card or passport to prove his/her identity. Members are requested to notify any change in their address immediately. Members who have not yet submitted photocopy of their Computerized National Identity Cards to the Company are requested to send the same at the earliest to enable the Company to comply with relevant laws. CDC Account Holders will have to further follow the guidelines as laid down in Circular No. 1 dated January 26, 2000 issued by the Securities & Exchange Commission of Pakistan.
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ANNUAL REPORT 2010
DIRECTORS' REPORT TO THE MEMBERS

Dear Members The Board of Directors take pleasure in presenting the annual report together with Audited Financial Statements of the Company for the year ended June 30, 2010. OVERVIEW The year under review was a difficult year for the cement industry of Pakistan wherein despite achieving highest ever sales volume in the history of the country overall profitability of the industry suffered badly due to depressed selling prices in both local and export markets. Overall sales volume of the industry for the year under review was 34.22 million tons as against the sales volume of 31.28 million tons of last year. Local dispatches of the industry were 23.53 million tons as compared to 19.39 million tons of last year registering a growth of 14.6% which is quite remarkable considering poor law and order situation, persistent energy crises, tight monetary policy and uncertainty on the political front. On the export front industry witnessed a breakeven as total exports during the year were 10.69 million tons as against 10.75 million tons of last year. Your Company during the year under review achieved the highest ever sales volume in the history of the Company by dispatching 841,822 tons of cement as against 763,468 tons of last year with a growth of 10.26%. Out of total sales volume 290,271 tons were exported as against export of 226,505 tons of last year with a handsome growth of 28.15% whereas local sales volume was 551,551 tons as against the 536,963 tons of last year. The management focused more on export as the export prices were slightly better as against the local prices which witnessed abnormal slide. OPERATING PERFORMANCE Production and dispatches of the Company for the year under review were as follows: 2010 2009 ------------- TONS ----------Production Clinker Cement Dispatches Local Export Total 772,940 841,904 551,551 290,271 841,822 740,330 764,119 536,963 226,505 763,468 CHANGE IN % 4.40 10.04 2.22 28.15 10.26
Overall production of clinker and cement of the Company witnessed a growth of 4.40% and 10.04% respectively. Ratio of export to overall dispatches improved substantially and reached at 34.48% as against 29.66% of last year. FINANCIAL PERFORMANCE Following is the comparison of financial results of the Company for the year under review with last year. 2010 Net sale Gross Profit (Loss)/ Profit before taxation (Loss)/ Profit after taxation (Loss)/ Earning Per Share( Rupees) 2009 Rupees in 000 3,455,706 913,403 396,289 314,350 6.27
2,902,684 152,731 (291,434) (208,258) (4.15)
ANNUAL REPORT 2010
During the year under review, overall sales revenue of the Company decreased by 16% as compared to last year despite volumetric growth of 10.26%. Main reason for such reduction was depressed selling prices in both local and export markets. Local sales revenue of the Company reduced by 29.43% as compared to last year despite volumetric growth of 2.22% whereas export revenue of the Company increased by 21.15% as compared to last year. Ratio of export revenue to total sales revenue increased to 38.30% as against 26.55% of last year. The prices of cement in local market remained under sever pressure during the year despite increase in cost of production Cost of sales of the Company during the year decreased by 8.17% whereas cost per ton of cement decreased by 2%. Fuel and power cost comprising coal and electricity, major component of cost of production increased by 3.29% as against the increase in production by 10.26% and its ratio to over all cost decreased to 67% as against 70% of last year. This reduction was mainly because of timely decision of management to procure coal at better prices and this reduction would have been much better if the prices of electricity were not increased by the Government frequently. Other cost components remained under control. Gross profit rate of the Company was reduced to 5.26% of overall sales revenue as against 26.43% of last year. Reduction in gross profit rate was mainly because of decline is selling prices. Distribution cost increased mainly due to increase of overall sales volume and accordingly its ratio to overall sales revenue increased to 8.70% as against 5.30% of last year. The finance cost reduced to Rs. 83.363 million as against Rs. 190.589 million of last year. Main reason of such reduction was stable dollar rupee parity due to which Company realized gain of Rs. 2.682 million on derivative financial instruments as against the loss of Rs. 83.261 million of last year. Further, repayment of term loans also resulted reduction in markup on long term loans. The Company has suffered net loss after taxation of Rs. 208.258 million as against the profit after taxation of Rs. 314.350 million of last year. DEBT OBLIGATION By the grace of Almighty Allah the company continues to meet its financial commitments and debt obligations on time. WASTE HEAT RECOVERY POWER PLANT As we have been updating you on the progress of Waste Heat Recovery Power Plant through our interim reports that work on this project is as per schedule. By the grace of Allmighty Allah this project has been successfully completed subsequent to the year end and is now under trial operation and its performance during this period is quite satisfactory. Completion of this project will reduce the emission of green house gases thus providing a cleaner and better environment to the people and nearby surroundings of the work place. Further as we mentioned above, major cost in cement and clinker production is fuel and power and electricity is a part of it. Sustained and reliable availability of electricity at competitive rates is imperative for the survival of any company, accordingly completion of this project will reduce fuel and power cost of the company as the dependence on WAPDA will reduce to the extent of power generated by this power plant which is around 6 MW. CONTRIBUTION TO NATIONAL EXCHEQURE Your company contributed around Rs. 792.243 million in national exchequer as sales tax, excise duty, income tax and other levies. In addition to that Company also brought in foreign exchange of around US$ 14 million in the country by exporting cement. PENDING LEGAL PROCEEDINGS As elaborated in detail in Note No.12 to the attached financial statements, the Competition Commission of Pakistan (CCP) had imposed penalty on all cement manufacturers including All Pakistan Cement Manufacturers Association of Pakistan last year. Similar penalties have also been imposed on many other institutions in various identical proceedings. The matter is pending for adjudication before Court of Law.
ANNUAL REPORT 2010
FUTURE PROSPECTS Demand of cement in local market increased during the year and it expected that this momentum will maintain in the current financial year, however, local dispatches have been witnessing sluggish trend in first quarter due to heavy and abnormal rain causing flood. Local dispatches may be improved in remaining part of the year because of rehabilitation and reconstruction of flood affected areas. The present momentum of export is expected to continue this year as well which will continue providing opportunity to the industry to operate on optimal capacity. Export prices For Afghanistan have also improved and management is making every effort to maximize its export to Afghanistan and also in the process to expand its market to Tajikistan and other Central Asian States. Completion of Waste Heat Recovery Power Plant will also improve competitiveness of the Company. CORPORATE GOVERNANCE The Directors are pleased to inform that the company has fully complied with the Code of Corporate Governance as contained in listing regulations of Stock Exchanges. In compliance with the Code of Corporate Governance, the Directors are pleased to state that: 1. 2. 3. 4. 5. 6. 7. 8. 9. The financial statements, prepared by the company, present fairly its state of affairs, the result of its operations, cash flows and changes in equity; Proper books of account have been maintained by the company; Appropriate accounting policies have been consistently applied in preparation of financial statements and accounting estimates are based on reasonable and prudent judgment; International Accounting Standards, as applicable in Pakistan, have been followed in preparation of financial statements; The system of internal control is sound in design and has been effectively implemented and monitored; There are no significant doubts upon the company's ability to continue as a going concern; There has been no material departure from the best practices of corporate governance, as detailed in the listing regulations; The value of Provident Fund Investments as per audited accounts of Provident Fund Trust for the year ended June 30, 2009 was Rs. 83.00 million; There is no outstanding statutory payment due on account of taxes, levies and charges except of a normal and routine nature;
Key operating and financial data for the last six years is annexed. During the year five (5) meetings of the Board of Directors were held. Attendance by each Director is given below: Mrs. Zubeda Bai Mr. Mohammed Yasin Fecto Mr. Mohammed Asad Fecto Mr. Mohammed Ilyas Khan Mr. Muhammad Umer Memon Mr. Aamir Ghani Mr. Khalid Yacoob Mr. Muhammad Hussain Mr. Mohammed Shakeel Mr. Ijaz Ali Mr. Muhammed Anwar Habib Attended 3 5 5 0 5 4 1 5 5 2 3
ANNUAL REPORT 2010
Directors who could not attend the meeting due to illness or some other engagements were granted Leave of absence. During the year no casual vacancy was occurred in the Board. Members of the Company in Annual General Meeting of the Company held on October 29, 2009 elected the directors for the next three years term in which Mr. Ijaz Ali and Mr. Muhammed Anwar Habib elected in place of Mr. Kalid Yaccob and Mr. Ilyas Khan who did not offer themselves for the election of directors. All other retiring directors were re elected for the next three years term. AUDITORS Present auditors M/s. KPMG Taseer Hadi & Co., Chartered Accountants, retire and being eligible, have offered themselves for the re-appointment. Audit committee has recommended the appointment of M/s. KPMG Taseer Hadi & Co., Chartered Accountants as auditors of the company for the year ending June 30, 2011. PATTERN OF SHAREHOLDING Statements showing the pattern of shareholding as at June 30, 2010 required under the Companies Ordinance, 1984 and the Code of Corporate Governance are annexed. APPROPRIATION The Board of Directors has recommended passing over of dividend and/or bonus for the year ended June 30, 2010 due to loss suffered by the Company. ACKNOWLEDGMENT The Directors would like to place on record their appreciation for the strenuous efforts and dedicated work of the staff and workers and for the efforts made by the dealers in giving full support to our marketing policies. We would also like to express our sincere thanks to all the financial institutions and banks for their continued support and co-operation. On behalf of the Board
Karachi: September 27, 2010
MOHAMMED ASAD FECTO CHAIRMAN
ANNUAL REPORT 2010
PATTERN of SHAREHOLDING
AS AT JUNE 30, 2010
Shareholdings From 1 101 501 1001 5001 10001 15001 20001 25001 30001 35001 40001 45001 50001 55001 65001 85001 90001 100001 120001 135001 140001 145001 150001 155001 170001 250001 265001 270001 275001 280001 305001 310001 320001 325001 340001 355001 360001 365001 370001 375001 380001 400001 410001 435001 460001 710001 1040001 1095001 1235001 1725001 2080001 4205001 8370001 10150001 To 100 500 1000 5000 10000 15000 20000 25000 30000 35000 40000 45000 50000 55000 60000 70000 90000 95000 105000 125000 140000 145000 150000 155000 160000 175000 255000 270000 275000 280000 285000 310000 315000 325000 330000 345000 360000 365000 370000 375000 380000 385000 405000 415000 440000 465000 715000 1045000 1100000 1240000 1730000 2085000 4210000 8375000 10155000 No. of Shareholders 109 334 779 353 69 27 13 3 4 4 2 1 2 3 4 3 1 1 2 2 1 1 1 1 1 1 1 1 4 2 1 1 1 1 1 1 2 1 3 1 2 1 1 5 1 1 3 1 1 1 1 2 1 1 1 1,766 Total Shares Held 3,056 72,105 444,393 664,218 485,619 318,673 230,760 69,550 110,220 129,610 75,853 44,486 99,500 159,610 228,925 201,531 85,030 91,300 206,691 244,970 139,700 143,250 149,600 154,000 155,100 171,600 250,800 268,290 1,097,690 551,870 280,986 308,000 313,500 324,500 330,000 340,450 715,000 363,000 1,106,654 374,000 759,000 385,000 401,500 2,062,500 438,020 462,000 2,139,500 1,044,787 1,099,230 1,235,080 1,727,655 4,169,916 4,207,540 8,371,146 10,153,036 50,160,000
Categories of Shareholders
Number of Shareholders Total Shares Held
Percentage
Directors, Chief Executive Officer, and their Spouse and Minor Children NITand ICP Banks Development Financial Institutions, Non Banking Financial Institutions. Insurance Companies Modarabas and Mutual Funds. General Public Others -Joint Stock Companies
8 4 10 3 1 1,713 27 1,766
18,543,432 1,731,815 6,042,627 91,630 880 23,505,140 244,476 50,160,000
36.97 3.45 12.05 0.18 0.00 46.86 0.49 100.00
ANNUAL REPORT 2010
Pattern of shareholding as at June 30, 2010 Additional Information

Shareholders' Category
Associated Companies, undertakings and related parties NIT and ICP National Bank of Pakistan - Trustee Department Investment Corporation of Pakistan Directors Mrs. Zubeda Bai Mr. Mohammed Yasin Fecto Mr. Mohammed Asad Fecto Mr. Ijaz Ali Mr. Muhammad Umer Memon Mr. Mohammad Shakeel Arif Mr. Aamir Ghani Mr. Muhammad Anwar Habib Chief Exective Officer Mr. Mohammed Yasin Fecto Executives Public Sector Companies and Corporations Banks, Development Finance Institutions, Non-Banking Finance Institutions, Insurance Companies, Modarabas and Mutual Funds Shareholders holding 10% or more voting interest Mr. Mohammed Yasin Fecto Mr. Mohammed Asad Fecto Detail of trading in shares by the Directors, Chief Financial Officers, Company secretary and their spouse and Minor Children Bonus Shares Mrs. Zubeda Bai Mr. Mohammed Yasin Fecto Mr. Mohammed Asad Fecto Mr. Ijaz Ali Mr. Muhammad Umer Memon Mr. Mohammad Shakeel Mr. Aamir Ghani Mr. Muhammad Anwar Habib Purchase Mr. Mohammed Yasin Fecto Sale Mr. Mohammed Asad Fecto There ware no trading in shares other than as mentioned above by any Directors, Chief Financial Officer, Company Secretary and their Spouse and Minor Children. 500 923,003 761,013 250 250 250 250 250 539,939 539,939
Number of Shareholders
_ 1 1 1 1 1 1 1 1 1 1 1 _ _
Number of Shares held

_ 3,188,200 2,600 5,500 10,153,036 8,371,146 2,750 2,750 2,750 2,750 2,750 10,153,036 _ _
12 1 1
4,044,900 10,153,036 8,371,146
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ANNUAL REPORT 2010
Six Years Key Operating And Financial Data

Year ended June 30 PRODUCTION SUMMARY Clinker production Cement production Cement despatches 772,940 841,904 841,822 2010 2009 2008 2007 2006 2005 (Tonnes) 740,330 764,119 763,468 763,478 790,518 792,506 729,599 750,400 741,727 537,350 573,398 609,081 573,993 612,495 574,119
(Rupees in thousand unless stated otherwise) PROFIT & LOSS SUMMARY Turnover (net) Gross profit (Loss)/profit before tax BALANCE SHEET SUMMARY Paid up capital Reserve Accumulated profit Long term loans and lease finance Deferred liabilities Operating assets MISCELLANEOUS Contribution to national exchequer (Loss)/ Earnings per share (Rs.) Break up value per share (Rs.) Current ratio Debt/equity ratio Dividend declared
* Bonus
2,902,684 3,455,706 2,409,364 2,226,545 2,497,4911,844,553 152,731 (291,434) 913,403 279,548 234,524 29,104 828,226 424,749 637,516 297,295
396,289 (118,435)
501,600 50,000 412,302 684,048 138,560
456,000 50,000 666,160 292,074 196,252
456,000 50,000 351,810 394,018 180,335
456,000 50,000 433,753 489,604 220,287 953,943
456,000 456,000 50,000 50,000
483,209 202,696 304,349 17,934
209,523 139,115 980,265 668,902
1,316,405 1,339,752 1,151,827
759,579 (4.15) 19.26 01:1.42 42:58 -
991,662 6.27 25.7 01:0.9 20:80 *10%
943,407 (1.8) 18.81 01:0.8 31:69 -
956,726 0.42 20.61 01:0.5 34:66 -
878,111 750,600 9.15 21.69 01:0.5 24:76 30% 4.34 15.54 01:0.8 2:98 15%
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ANNUAL REPORT 2010
Statement Of Compliance With The Code Of Corporate Governance

This statement is being presented to comply with the Code of Corporate Governance as contained in Regulation No. 37 (Chapter XI), Clause 43 (Chapter XIII) and Section 36 (Chapter XI) of Listing Regulation of Karachi, Lahore and Islamabad Stock Exchanges respectively for the purpose of establishing a framework of good governance, whereby a listed company is managed in compliance with the best practices of corporate governance. The Company has applied the principles contained in the Code in the following manner: 1. The Company encourages representation of independent non-executive directors and directors representing minority interests on its Board of Directors. At present the Board comprise of nine directors including four independent non-executive directors, one director representing minority shareholders and one director nominated by Financial Institution. The Directors have confirmed that none of them is serving as director in more than ten listed companies, including this company. All the resident directors of the Company are registered as taxpayers and none of them has defaulted in payment of any loan to a banking company, a DFI or an NBFI or, being a member of a stock exchange, has been declared as a defaulter by that stock exchange. None of the directors and their spouses has been involved in the business of stock brokerage. No casual vacancy occurred in the Board during the year. The Company has prepared a 'Statement of Ethics and Business Practices', which has been signed by all the directors and management employees of the Company. The Board has developed a vision/mission statement, overall corporate strategy and significant policies of the Company. A complete record of particulars of significant policies along with the dates on which they were approved or amended has been maintained. All the powers of the Board have been duly exercised and decisions on material transactions have been taken by the Board. The Board of Directors and Members have approved appointment and determination of remuneration and terms and conditions of employment of the present CEO and other executive directors. The meetings of the Board were presided over by the Chairman and in his absence one of the directors elected for this purpose and the Board met at least once in every quarter. Written notices of the Board meetings, along with agenda and working papers, were circulated at least seven days before the meetings. The minutes of the meetings were appropriately recorded and circulated. Directors are conversant of the relevant laws applicable to the Company, its policies and procedures and provisions of Articles and Memorandum of Associations and are aware of their duties and responsibilities. However, in order to apprise them of material changes, if any, in relevant laws same were placed in Boards' meetings. The Board has approved appointment of Chief Financial Officer (CFO). Company Secretary and Head of Internal Audit, including terms and conditions of appointment as determined by the CEO. However no new appointments of CFO, Company Secretary and Head of Internal Audit were made during the year.
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ANNUAL REPORT 2010
11.
The directors' report for this year has been prepared in compliance with the requirements of the Code and fully describes the salient matters required to be disclosed. The financial statements of the Company were duly endorsed by CEO and CFO before approval of the Board. The directors, CEO and executives do not hold any interest in the shares of the Company other than that disclosed in the pattern of shareholding. The Company has complied with all the corporate and financial reporting requirements of the Code. The Board has formed an audit committee. It comprises three members, of whom two are nonexecutive directors. The Chairman of the Committee is an Executive Director. The meetings of the audit committee were held at least once every quarter prior to approval of interim and final results of the Company and as required by the Code. The terms of reference of the committee have been formed and advised to the committee for compliance. The Board has set-up an internal audit function. The statutory auditors of the Company have confirmed that they have been given a satisfactory rating under the quality control review programme of the Institute of Chartered Accountants of Pakistan, that they or any of the partners of the firm, their spouses and minor children do not hold shares of the Company and that the firm and all its partners are in compliance with International Federation of Accountants (IFAC) guidelines on code of ethics as adopted by Institute of Chartered Accountants of Pakistan. The statutory auditors or the persons associated with them have not been appointed to provide other services except in accordance with the listing regulations and the auditors have confirmed that they have observed IFAC guidelines in this regard. We confirm that all other material principles contained in the Code including the requirements of clause xiii a relating to related party transactions have been complied with. On behalf of the Board
12. 13. 14. 15. 16.
17. 18.
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MOHAMMED ASAD FECTO CHAIRMAN Karachi: September 27, 2010
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ANNUAL REPORT 2010
Review Report to the Members on Statement of Compliance with 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 Fecto Cement Limited (the Company) to comply with the Listing Regulations of Karachi, Lahore and Islamabad 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 Company's 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 systems sufficient to plan the audit and develop an effective audit approach. We are not required to consider whether the Board's statement on internal control covers all risks and controls, or to form an opinion on the effectiveness of such internal controls, the Company's corporate governance procedures and risks. Further, Listing Regulations of the Karachi, Lahore and Islamabad Stock Exchanges require the company to place before the Board of Directors for their consideration and approval related party transactions distinguishing between transactions carried out on terms equivalent to those that prevail in arm's length transactions and transactions which are not executed at arm's length price recording proper justification for using such alternate pricing mechanism. Further, all such transactions are also required to be separately placed before the audit committee. We are only required and have ensured compliance of requirement to the extent of approval of related party transactions by the Board of Directors and placement of such transactions before the audit committee. We have not carried out any procedures to determine whether the related party transactions were under taken at arm's length price or not. 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 Company's compliance, in all material respects, with the best practices contained in the Code of Corporate Governance as applicable to the Company for the year ended 30 June 2010.
KPMG Taseer Hadi & Co. Chartered Accountants Date: September 27, 2010 Karachi
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ANNUAL REPORT 2010
Auditors' Report to the Members

We have audited the annexed balance sheet of Fecto Cement Limited (the Company) as at 30 June 2010 and the related profit and loss account, statement of comprehensive income, cash flow statement and statement of changes in equity together with the notes forming part thereof, for the year then ended and we state that we have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit. It is the responsibility of the Company's management to establish and maintain a system of internal control, and prepare and present the above said statements in conformity with the approved accounting standards and the requirements of the Companies Ordinance, 1984. Our responsibility is to express an opinion on these 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 and, after due verification, we report that: a) b) in our opinion, proper books of account have been kept by the Company as required by the Companies Ordinance, 1984; in our opinion: i) the balance sheet and profit and loss account together with the notes thereon have been drawn up in conformity with the Companies Ordinance, 1984, and are in agreement with the books of account and are further in accordance with accounting policies consistently applied except for the changes as described in note 3.2.1 with which we concur; the expenditure incurred during the year was for the purpose of the Company's business; and the business conducted, investments made and the expenditure incurred during the year were in accordance with the objects of the Company;
ii) iii) c)
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, statement of comprehensive income, 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 Company's affairs as at 30 June 2010 and of the loss, total comprehensive income, its cash flows and changes in equity for the year then ended; and in our opinion, no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980.
d)
KPMG Taseer Hadi & Co. Chartered Accountants Mazhar Saleem Date: September 27, 2010 Karachi
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ANNUAL REPORT 2010
Balance Sheet
2010 Note SHARE CAPITAL Authorised 75,000,000 (2009: 50,000,000) ordinary shares of Rs. 10/- each Issued, subscribed and paid-up 50,160,000 ( 2009: 45,600,000) ordinary shares of Rs. 10/- each GENERAL RESERVE ACCUMULATED PROFIT 2009 (Rupees in '000)
750,000
500,000
501,600 50,000 412,302 963,902
456,000 50,000 666,160 1,172,160
NON-CURRENT LIABILITIES Long term financing Liabilities against assets subject to finance lease Deferred taxation 6 7 8 650,000 34,048 138,560 822,608 225,000 67,074 196,252 488,326
CURRENT LIABILITIES Short term running finance Current maturity of long term liabilities Trade and other payables 9 10 11 526,654 107,943 701,571 1,336,168 299,150 103,039 541,788 943,977
CONTINGENCIES AND COMMITMENTS
12
3,122,678
2,604,463
The annexed notes 1 to 37 form an integral part of these financial statements.
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ANNUAL REPORT 2010
As at 30 June 2010
2010 Note PROPERTY, PLANT AND EQUIPMENTS Operating assets Capital work in progress 13 14 1,316,405 808,228 2,124,633 1,339,752 137,468 1,477,220 2009 (Rupees in '000)
LONG TERM LOANS AND DEPOSITS
15
57,899
82,584
CURRENT ASSETS Stores and spares Stock-in-trade Trade debts - considered good Loans, advances, deposits, prepayments and accrued mark-up Cash and bank balances 16 17 18 19 20 671,548 108,718 10,892 129,254 19,734 940,146 750,680 167,862 65,580 41,001 19,536 1,044,659
3,122,678
2,604,463
(MOHAMMED YASIN FECTO) Chief Executive
(MUHAMMAD HUSSAIN) Director
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ANNUAL REPORT 2010
PROFIT AND LOSS ACCOUNT

For the year ended 30 June 2010
Note 2010 2009 (Rupees in '000)
Sales -net Cost of sales Gross profit Administrative expenses Distribution cost Finance cost Other income
21 22
2,902,684 (2,749,953) 152,731
3,455,706 (2,542,303) 913,403 121,901 183,452 190,589 (8,199) (487,743) 425,660 (29,371) 396,289
23 24 25 26
122,635 252,758 83,363 (14,591) (444,165) (291,434)
Workers' funds (Loss) / profit before taxation Provision for taxation Current Prior Deferred
27
(291,434)
28 (20,129) 45,614 57,691 83,176 (208,258) (Rupees) (66,022) (15,917) (81,939) 314,350
(Loss) / profit after taxation
(Loss) / earnings per share - basic & diluted
29
(4.15)
6.27
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ANNUAL REPORT 2010
STATEMENT OF COMPREHENSIVE INCOME

2010 2009 (Rupees in '000)
Net (loss) / profit after taxation
(208,258)
314,350
Other comprehensive income
Total comprehensive income for the year
(208,258)
314,350
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ANNUAL REPORT 2010
CASH FLOW STATEMENT

2010
Cash flows from operating activities (Loss) / profit before taxation Adjustments for: Depreciation Gain on disposal of operating assets Finance cost Operating (loss) / profit before working capital changes Decrease / (increase) in stores and spares Decrease / (increase) in stock-in-trade Decrease in trade debts (Increase) / decrease in loans, advances, deposits, prepayments and accrued mark-up Increase in trade and other payables Cash generated from operations Finance cost paid Income tax paid / deducted at source Long term loans and deposits Net cash generated from operating activities Cash flows from investing activities Fixed capital expenditure Sale proceeds of operating assets Net cash (used) in investing activities Cash flows from financing activities Repayment of long term financing Disbursement of Long Term Diminishing Musharaka Repayment of lease finance Dividend paid Net cash from / (used in) financing activities Net (decrease) / increase in cash and cash equivalents Cash and cash equivalents as at 01 July Cash and cash equivalents as at 30 June Cash and cash equivalent: Cash and bank balances Short term running finance 19,734 (526,654) (506,920) The annexed notes 1 to 37 form an integral part of these financial statements. 19,536 (299,150) (279,614) (75,000) 500,000 (28,122) (2) 396,876 (227,306) (279,614) (506,920) (75,000) (23,660) (26) (98,686) 21,582 (301,196) (279,614) (736,603) 26,223 (710,380) (364,419) 3,929 (360,490) (291,434) 396,289
2009
(Rupees in '000)
65,748 (2,783) 83,363 (145,106) 79,132 59,144 54,688 (30,104) 141,189 158,943 (64,766) (32,664) 24,685 86,198
63,284 (1,760) 190,589 648,402 (109,919) (52,204) 6,137 5,981 118,727 617,124 (126,454) (10,946) 1,034 480,758
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ANNUAL REPORT 2010
STATEMENT CHANGES IN EQUITY

Share capital
General reserve
Accumulated profit
Total
----------------------------------- (Rupees in '000) ----------------------------------Balance as at 01 July 2008 Total comprehensive income for the year 456,000 50,000 351,810 857,810
Profit for the year ended 30 June 2009
314,350
314,350
Balance as at 30 June 2009 Transactions with owners recorded directly in equity - distribution Bonus Shares issued @ 10% for the year ended 30 June 2009 Total comprehensive income for the year Loss for the year ended 30 June 2010 Balance as at 30 June 2010
456,000
50,000
666,160
1,172,160
45,600
(45,600)
501,600
50,000
(208,258) 412,302
(208,258) 963,902
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ANNUAL REPORT 2010
NOTES TO THE ACCOUNTS

1. STATUS AND NATURE OF BUSINESS The Company was incorporated in Pakistan on 28 February 1981 as a public limited company with its Registered Office situated at 35-Darulaman Housing Society, Block 7/8, Shahra-e-Faisal, Karachi, Sindh. Its shares are quoted on Karachi, Lahore and Islamabad Stock Exchanges. It is principally engaged in production and sale of cement. 2. STATEMENT OF COMPLIANCE These financial statements have been prepared in accordance with approved accounting standards as applicable in Pakistan. Approved accounting standards comprise of such International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board as are notified under the Companies Ordinance, 1984, provisions of and directives issued under the Companies Ordinance, 1984. In case requirements differ, the provisions of, or directives issued under the Companies Ordinance, 1984 shall prevail. 3. BASIS OF PREPARATION 3.1 Accounting Convention These financial statements are prepared under the historical cost convention, except for the derivative financial instruments which are stated at the fair value. 3.2 Standards, interpretations and amendments to published approved accounting standards that are effective in the current year
3.2.1 Starting 1 July 2009, the Company has changed its accounting policies in the following areas in order to comply with the approved accounting standards: (a) IAS 1 (Revised) - Presentation of financial statements (effective for annual periods beginning on or after 1 January 2009). The revised standard prohibits the presentation of items of income and expenses (that is, non-owner changes in equity) in the statement of changes in equity, requiring non-owner changes in equity to be presented separately from owner changes in equity. All non-owner changes in equity are required to be shown in a performance statement, but entities can choose whether to present one performance statement (the statement of comprehensive income) or two statements (the income statement and the statement of comprehensive income). The company has opted to present two statements; a profit and loss account (income statement) and a statement of comprehensive income. IFRS 8 - Operating Segments (effective from 1 January 2009). This standard requires the Company to determine and present operating segments based on the information that is provided internally to the Companys Chief Operating Decision Maker, that is, the organisation's function which allocates resources to and assesses performance of its operating segments. Management has determined that the Company has a single reportable segment and therefore the adoption of the said IFRS has only resulted in some entity wide disclosures as mentioned in note 30 to these financial statements.
(b)
Comparative information has been re-presented so that it is in conformity with the revised / new standards. Since the change in accounting policies only affect presentation / disclosures of financial statements, there is no impact on loss for the year and earnings per share. 3.2.2 Other accounting developments Disclosures pertaining to fair values for financial instruments The Company has applied Improving Disclosures about Financial Instruments (Amendments to IFRS 7), issued in March 2009, that require enhanced disclosures about fair value measurements and liquidity risk in respect of financial instruments.
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ANNUAL REPORT 2010
The amendments require that fair value measurement disclosures use a three-level fair value hierarchy that reflects the significance of the inputs used in measuring fair values of financial instruments. Specific disclosures are required when fair value measurements are categorised as Level 3 (significant unobservable inputs) in the fair value hierarchy. The amendments require that any significant transfers between Level 1 and Level 2 of the fair value hierarchy be disclosed separately, distinguishing between transfers into and out of each level. Furthermore, changes in valuation techniques from one period to another, including the reasons therefore, are required to be disclosed for each class of financial instruments. Disclosures in respect of fair values of financial instruments are included in note 34.5. 3.2.3 There are other standards, amendments and interpretations that were mandatory for accounting periods beginning on or after 1 July 2009 but were considered not to be relevant or did not have any significant effect on the Company's operations. 3.3 New accounting standards and IFRIC interpretations that are not yet effective The following standards, interpretations and amendments of approved accounting standards are effective for accounting periods beginning on or after 1 July 2010: Improvements to IFRSs 2009 Amendments to IFRS 5 Non-current Assets Held for Sale and Discontinued (effective for annual periods beginning on or after 1 January 2010). The amendments clarify that the required disclosures for non-current assets (or disposal groups) classified as held for sale or discontinued operations are specified in IFRS 5. These amendments are unlikely to have an impact on the Company's financial statements. Improvements to IFRSs 2009 Amendments to IFRS 8 Operating Segments (effective for annual periods beginning on or after 1 January 2010). The amendments clarify that segment information with respect to total assets is required only if such information is regularly reported to the chief operating decision maker. The amendment is unlikely to have an impact on Company's financial statements. Improvements to IFRSs 2009 Amendments to IAS 1 Presentation of Financial Statements (effective for annual periods beginning on or after 1 January 2010). The amendments clarify that the classification of the liability component of a convertible instrument as current or noncurrent is not affected by terms that could, at the option of the holder of the instrument, result in settlement of the liability by the issue of equity instruments. These amendments are unlikely to have an impact on the Company's financial statements. Improvements to IFRSs 2009 Amendments to IAS 7 Statement of Cash Flows (effective for annual periods beginning on or after 1 January 2010). The amendments clarify that only expenditures that result in the recognition of an asset can be classified as a cash flow from investing activities. These amendments are unlikely to have a significant impact on the Company's financial statements. Improvements to IFRSs 2009 Amendments to IAS 17 Leases (effective for annual periods beginning on or after 1 January 2010). The IASB deleted guidance stating that a lease of land with an indefinite economic life normally is classified as an operating lease, unless at the end of the lease term title is expected to pass to the lessee. The amendments clarify that when a lease includes both the land and building elements, an entity should determine the classification of each element based on paragraphs 7 13 of IAS 17, taking account of the fact that land normally has an indefinite economic life. The amendment is unlikely to have an impact on Company's financial statements. Improvements to IFRSs 2009 Amendments to IAS 36 Impairment of Assets (effective for annual periods beginning on or after 1 January 2010). The amendments clarify that the largest unit to which goodwill should be allocated is the operating segment level as defined in IFRS 8 before applying the aggregation criteria of IFRS 8. The amendments apply prospectively. The amendment is not relevant to the Companys operations.
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ANNUAL REPORT 2010
Improvements to IFRSs 2009 Amendments to IAS 39 Financial Instruments: Recognition and Measurement (effective for annual periods beginning on or after 1 January 2010). The amendments provide additional guidance on determining whether loan prepayment penalties result in an embedded derivative that needs to be separated; clarify that the scope exemption in IAS 39 paragraph 2(g) is restricted to forward contracts, i.e. not options, between an acquirer and a selling shareholder to buy or sell an acquiree that will result in a business combination at a future acquisition date within a reasonable period normally necessary to obtain any required approvals and to complete the transaction; and clarify that the gains or losses on a cash flow hedge should be reclassified from other comprehensive income to profit or loss during the period that the hedged forecast cash flows impact profit or loss. The amendments apply prospectively to all unexpired contracts from the date of adoption. These amendments are unlikely to have an impact on the Company's financial statements. Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards Additional Exemptions for First-time Adopters (effective for annual periods beginning on or after 1 January 2010). The IASB provided additional optional exemptions for first-time adopters of IFRSs that will permit entities not to reassess the determination of whether an arrangement contains a lease if the same assessment as that required by IFRIC 4 was made under previous GAAP; and allow entities in the oil and gas industry to use their previous GAAP carrying amounts as deemed cost at the date of transition for oil and gas assets. The amendment is not relevant to the Company's operations. 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). Amendment provides guidance on the accounting for share based payment transactions among group entities. The amendment is not relevant to the Company's operations. Amendments to IAS 32 Financial Instruments: Presentation Classification of Rights Issues (effective for annual periods beginning on or after 1 January 2010). The IASB amended IAS 32 to allow rights, options or warrants to acquire a fixed number of the entitys 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. These amendments are unlikely to have an impact on the Company's financial statements. IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments (effective for accounting periods beginning on or after 1 July 2010). This interpretation provides guidance on the accounting for debt for equity swaps. The amendment is not relevant to the Company's operations. Amendment to IFRS 1 First-time Adoption of International Financial Reporting Standards Limited Exemption from Comparative IFRS 7 Disclosures for First-time Adopters (effective for accounting periods beginning on or after 1 July 2010). The amendment provides the same relief to first-time adopters as was given to current users of IFRSs upon adoption of the Amendments to IFRS 7. The amendment also clarifies the transitional provisions of the Amendments to IFRS 7. The amendment is not relevant to the Company's operations.
Improvements to IFRSs 2010 (effective for annual periods beginning on or after 1 July 2010). The IASB issued amendments to various standards effective. Below is a summary of the amendments that are effective for either annual periods beginning on or after 1 July 2010 or annual periods beginning on or after 1 January 2011. Improvements to IFRSs 2010 Amendments to IFRS 3 Business Combinations (effective for accounting periods beginning on or after 1 July 2010). The amendments clarify that contingent consideration arising in a business combination previously accounted for in accordance with IFRS 3 (2004) that remains outstanding at the adoption date of IFRS 3 (2008) continues to be accounted for in accordance with IFRS 3 (2004); limit the accounting policy choice to measure non- controlling interests upon initial recognition at fair value or at the non-controlling interests proportionate share of the acquirees identifiable net assets to
24
ANNUAL REPORT 2010
instruments that give rise to a present ownership interest and that currently entitle the holder to a share of net assets in the event of liquidation; and expand the current guidance on the attribution of the market-based measure of an acquirers share-based payment awards issued in exchange for acquiree awards between consideration transferred and post-combination compensation cost when an acquirer is obliged to replace the acquirees existing awards to encompass voluntarily replaced unexpired acquiree awards. These amendments are unlikely to have an impact on the Company's financial statements. Improvements to IFRSs 2010 Amendments to IAS 27 Consolidated and Separate Financial Statements (effective for annual periods beginning on or after 1 July 2010). The amendments clarify that the consequential amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates, IAS 28 and IAS 31 resulting from IAS 27 (2008) should be applied prospectively, with the exception of amendments resulting from renumbering. These amendments are unlikely to have an impact on the Company's financial statements. IAS 24 Related Party Disclosures (revised 2009) (effective for accounting periods beginning on or after 1 January 2011). The revised IAS 24 Related Party Disclosures amends the definition of a related party and modifies certain related party disclosure requirements for government-related entities. These amendments are unlikely to have an impact on the Company's financial statements other than increase in disclosures. Amendments to IFRIC 14 IAS 19 The Limit on a Defined Benefit Assets, Minimum Funding Requirements and their Interaction (effective for accounting 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. These amendments are unlikely to have an impact on the Company's financial statements. Improvements to IFRSs 2010 IFRS 1 First-time Adoption of IFRSs (effective for accounting periods beginning on or after 1 January 2011). The amendments clarify that IAS 8 is not applicable to changes in accounting policies occurring during the period covered by an entitys first IFRS financial statements; introduce guidance for entities that publish interim financial information under IAS 34 Interim Financial Reporting and change either their accounting policies or use of the IFRS 1 exemptions during the period covered by their first IFRS financial statements; extend the scope of paragraph D8 of IFRS 1 so that an entity is permitted to use an event-driven fair value measurement as deemed cost for some or all of its assets when such revaluation occurred during the reporting periods covered by its first IFRS financial statements; and introduce an additional optional deemed cost exemption for entities to use the carrying amounts under previous GAAP as deemed cost at the date of transition to IFRSs for items of property, plant and equipment or intangible assets used in certain rate-regulated activities. The amendment is not relevant to the Company's operations. Improvements to IFRSs 2010 IFRS 7 Financial Instruments: Disclosures (effective for accounting periods beginning on or after 1 January 2011). The amendments add an explicit statement that qualitative disclosure should be made in the contact of the quantitative disclosures to better enable users to evaluate an entitys exposure to risks arising from financial instruments. In addition, the IASB amended and removed existing disclosure requirements. These amendments would result in increase in disclosures in the financial statements of the Company. Improvements to IFRSs 2010 IAS 1 Presentation of Financial Statements (effective foraccounting periods beginning on or after 1 January 2011). The amendments clarify that disaggregation of changes in each component of equity arising from transactions recognized in other comprehensive income is also required to be presented, but may be presented either in the statement of changes in equity or in the notes. The amendment is not likely to have an impact on Company's financial statements other than increase in disclosure.
Improvements to IFRSs 2010 IAS 34 Interim Financial Reporting (effective for accounting periods beginning on or after 1 January 2011). The amendments add examples to the list of
25
ANNUAL REPORT 2010
Improvements to IFRSs 2010 IAS 34 Interim Financial Reporting (effective for accounting periods beginning on or after 1 January 2011). The amendments add examples to the list of events or transactions that require disclosure under IAS 34 and remove references to materiality in IAS 34 that describes other minimum disclosures. The amendment is not likely to have an impact on Company's financial statements other than increase in disclosure. Improvements to IFRSs 2010 IFRIC 13 Customer Loyalty Programmes (effective for accounting periods beginning on or after 1 January 2011). The amendments clarify that the fair value of award credits takes into account the amount of discounts or incentives that otherwise would be offered to customers that have not earned the award credits. The amendment is not relevant for the Company's operation.
3.4
Functional and presentation currency These financial statements are presented in Pakistani Rupees which is the Company's functional currency. All financial information presented in Pak Rupees have been rounded to nearest thousand.
3.5
Use of estimates and judgments The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. In particular, information about significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements are described in note 35.
4.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented. 4.1 Property, plant and equipments Owned i) Operating assets are stated at cost (including where relevant related borrowing cost and exchange difference) less accumulated depreciation and impairment losses, if any, except free hold land which is stated at cost. Depreciation on additions is charged for the month the asset is put to use and no depreciation is charged in the month of disposal. Maintenance and repairs are charged to income as and when incurred. Major renewals and improvements are capitalized. Gains and losses on disposal of assets, if any, are included in income currently. Depreciation is charged to income applying the straight line method at the rate specified below: Items Factory building Non-factory building Plant, machinery and equipments Quarry transport equipments Furniture, fixtures and equipments Motor vehicles Useful lives (Years) 23.5 - 22.5 23.5 23.5 - 9 0 - 10 0 - 10 0-5 Residual Values (% of cost) 0 0 5 5 0-5 10
ii)
iii)
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ANNUAL REPORT 2010
iv)
Useful lives, depreciation methods and residual values are reassessed annually and change, if any, are applied prospectively.
Leased i) Assets subject to finance lease are accounted for by recording the assets and related liabilities. These are stated at lower of present value of minimum lease payments under the lease agreements and fair value of assets acquired on lease at the inception of lease. Assets acquired under the finance lease are depreciated over the useful life of the assets in the same manner as the owned assets. Finance charge under the lease agreements is allocated over the periods during lease term so as to produce a constant periodic rate of financial charge on the outstanding balance of principal liability of each period.
ii)
4.2
Capital work in progress Capital work in progress is stated at cost including, where relevant, related financing costs less impairment losses, if any. These costs are transferred to fixed assets as and when assets are available for use.
4.3
Staff benefits i) The Company operates a defined contribution plan, Provident Fund, for all its regular permanent employees. Contributions are made equally by the Company and the employees as per the rules of the Fund. The liability in respect of accumulated compensated absences of employees is accounted for in the period in which these absences are earned.
ii) 4.4
Stores and spares These are valued under the moving average cost method (less impairment loss if any) other than stores and spares in transit which are valued at cost comprising invoice value plus other charges paid thereon less impairment loss if any. Adequate provision is also made for slow moving items.
4.5
Stock-in-trade Stock-in-trade is valued at lower of cost and net realisable value. Cost signifies in relation to: Raw Material produced/excavated by the Company Other Raw Material and Packing Material Work-in-process and Finished Goods At average cost comprising of excavation cost, labour and appropriate overheads. At cost determined on first-in-first-out basis. At average cost comprising direct material, labour and appropriate manufacturing overheads.
Net realizable value signifies the selling price less cost necessary to be incurred in order to make the sale. 4.6 Financial assets other than derivatives Financial assets include trade debts, loans, deposits, accrued mark-up and cash and bank balances. These are recognised initially at fair-value plus attributable transaction costs, if any, and subsequently measured at amortised cost using effective interest method less provision for impairment, if any. A provision for impairment is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of receivables.
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ANNUAL REPORT 2010
4.7
Financial liabilities other than derivatives Financial liabilities include long term finance, liabilities against assets subject to finance lease, short term borrowing and trade and other payables. All financial liabilities are recognised initially at fair value plus directly attributable transaction costs, if any, and subsequently measured at amortised cost using effective interest rate method.
4.8
Cash and cash equivalents Cash and cash equivalents are carried in the balance sheet at cost or fair value as applicable. Cash and cash equivalents comprises cash and bank balances. Short term running finances that are repayable on demand and form an integral part of the Company's cash management policy are also included as a component of cash equivalents for the purpose of the statement of cash flows.
4.9
Foreign Currency Translation Transactions in foreign currencies are converted into Rupees at the rate of exchange ruling on the date of transaction. Monetary assets and liabilities in foreign currencies are translated into Rupees at the rate of exchange ruling at the balance sheet date. All exchange differences arising on transaction are charged to profit and loss account currently.
4.10 Derivative financial instruments The Company uses derivative financial instruments such as interest rate swaps and cross currency swaps to cover its risk associated with interest and exchange rate fluctuations. Such derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently measured at fair value. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative. Any gains or losses arising from change in fair value of derivatives that do not qualify for hedge accounting are taken directly to profit and loss account. 4.11 Taxation Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit and loss account. Current Provision for current taxation is based on taxable income for the year at the current rates of taxation enacted or substantively enacted at the balance sheet date after taking into account available tax credits, rebates and any adjustment to tax payable in respect of previous years, if any. Deferred Deferred tax is provided using the balance sheet liability method providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax asset is recognised for deductible temporary differences only to the extent it is probable that future taxable profits will be available and the credits can be utilised. 4.12 Provisions A provision is recognised in the balance sheet when the Company has a legal or constructive obligation as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of obligation.
28
ANNUAL REPORT 2010
4.13 Revenue recognition Sale of goods Revenue from sale of goods is measured at fair value of the consideration received or receivable. Revenue is recognised when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated cost and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods. The Company recognises revenue from the sale of goods (including export sales) on despatch of goods to its customers. Profit on term deposits and long term advances Profit on term deposits is accounted for on time proportion basis on the principal outstanding at the rates applicable. 4.14 Borrowing cost Borrowing cost incurred upto the date the qualifying asset is ready for use and that is directly attributable to the acquisition or construction of related property, plant and equipment is capitalised as part of cost of the relevant asset. All other mark-up, interest and other related charges are charged to income currently. 4.15 Impairment The carrying amount of all assets not carried as fair value, is reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the recoverable amount of such asset is estimated. Impairment loss is recognised in profit and loss account whenever carrying amount of an assets exceeds its recoverable amount. 4.16 Offsetting Financial assets and liabilities are offset when the Company has a legally enforceable right to offset and intends to settle either on a net basis or to realise the asset and settle liability simultaneously. 4.17 Dividends and appropriations to reserves Dividends and appropriations to reserves are recognised as liability in the Company's financial statements in the period / year in which these are approved. 4.18 Research and development costs Research and development costs are charged to income as and when incurred, except for certain development costs which are recognised as intangible assets when it is probable that the development project will be a success and certain criteria, including commercial and technological feasibility have been met.
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ANNUAL REPORT 2010
5.
Share capital 2010 2009 2010 2009
(Number of shares) Authorised 75,000,000 50,000,000 Ordinary shares of Rs. 10 each
(Rupees in '000)
750,000
500,000
Issued, subscribed and paid up 45,600,000 45,600,000 Ordinary shares of Rs. 10 each fully paid in cash Ordinary shares of Rs. 10 each issued as fully paid bonus shares
456,000
456,000
4,560,000 50,160,000 5.1
45,600,000
45,600 501,600
456,000
During the year, the Company in its 28th Annual General Meeting held on 29 October 2009 resolved to increase its authorised share capital to Rs. 750 million. 2010 2009 (Rupees in '000)
6.
Long Term Financing - secured Standard Chartered Bank Limited Saudi Pak Syndicate Diminishing musharaka 6.1& 6.3 6.2& 6.3 6.4 75,000 150,000 500,000 725,000 75,000 650,000 100,000 200,000 300,000 75,000 225,000
Less: Current Maturity of term loans 6.1
10
This represents finance facility of Rs. 150 million (2009: Rs. 150 million) obtained from Standard Chartered Bank Limited. The amount is payable in 12 equal semi annual instalments commencing from 24 July 2007. The facility carries mark-up @ 3 months KIBOR plus 2.75% with a floor of 6.5% and will be set on the first day of each quarter. The loan is secured by way of a first pari passu charge on all movable and immovable properties of the Company and personal guarantee of sponsoring directors. This represents the syndicated term finance facility of Rs. 300 million (2009: Rs. 300 million) obtained from Saudi Pak Industrial & Agricultural Investment Company (Private) Limited and NIB Bank Limited (formerly PICIC Commercial Bank Limited). The amount is payable in 12 equal semi annual instalments commencing 31 December 2007. The facility carries mark-up @ 6 months KIBOR plus 2.5% and will be set on the first day of each quarter. The loan is secured by way of a first pari passu charge on all movable and immovable properties of the Company and personal guarantee of sponsoring directors. The Company has entered into cross currency interest rate swaps against long term finances for a notional amount of Rs.437.500 million (2009 : 437.500 million), maturing upto 28 June 2013. Under the swap arrangement the principal payable amount of Rs. 437.500 million is swapped with US $ at Rs. 60.59 per US $ making the loan amount to US $ 7.22 million (2009 : US $ 7.22 million). Besides the swap of the principal amount to US$, the Company would receive 6 months KIBOR rates in local currency and pay 8.6% fixed in US$ as per the arrangements, which will be settled semiannually. As at the balance sheet date, the net fair value of these interest rates and cross currency swaps was Rs. 137.650 million unfavourable ( 2009: Rs. 157.352 million unfavourable). This change in fair value has been recognised in profit and loss account. These swap arrangements have exposed the Company to foreign currency exchange rate fluctuation risk on the US $ value converted at the agreement date while interest rate variability risk due to change in KIBOR rates has been covered.
6.2
6.3
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ANNUAL REPORT 2010
6.4
During the year, Company has obtained a long term financing of Rs. 500 million under the diminishing musharaka basis from a syndicate led by Standard Chartered Bank (Pakistan) Limited to finance imported plant and machineries of Waste Heat Recovery Power Plant. Principal Amount is repayable in eight equal semi annual instalments commencing from 23 Aug 2011. The facility carries markup @ 6 months KIBOR plus 3% at the date of disbursement and will subsequently be revised on each instalment dates. The facility is secured by a registered first pari passu charge on all present and future fixed assets of the company up to Rs. 667 million. 2010 2009
7.
Liabilities against assets subject to finance lease
(Rupees in '000)
Opening balance Less: Repayments during the year Less: Current maturity Lease payments due are as under: 2010 Principal Finance charges allocated to future years Total lease rentals Principal 10
95,113 (28,122) 66,991 (32,943) 34,048
118,773 (23,660) 95,113 (28,039) 67,074
2009 Finance charges allocated to future years Total lease rentals
--------------------------------------- (Rupees in '000) -----------------------------------Not later than one year Later than one year but not later than five years 7.1 32,943 34,048 66,991 5,697 785 6,482 38,640 34,833 73,473 28,039 67,074 95,113 11,087 7,138 18,225 39,126 74,212 113,338
This represents lease arrangements for machinery and vehicle repayable latest by 19 February 2012. Financing rate @ 3 months KIBOR plus 3% per annum have been used as discounting factor. Overdue rentals are subject to additional charge up to 3% per month. Taxes, repairs, replacement and insurance costs are to be borne by the lessee. The lessee can exercise purchase option at the end of the lease term by adjusting security deposit of Rs.14.76 million (2009: Rs. 14.76 million) for lease. 2010 2009 (Rupees in '000)
8.
Deferred taxation Taxable temporary differences arising in respect of : Accelerated tax depreciation Finance lease arrangements Deductible temporary difference arising in respect of carried forward losses
158,601 13,380 171,981 (33,421) 138,560
185,795 10,457 196,252 196,252
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ANNUAL REPORT 2010
9.
Short term running finance - secured The Company has aggregate running finance facilities of Rs. 520 million (2009: Rs. 520 million) available from commercial banks. These arrangements are secured by way of first pari passu charge over all the Company's movable and immovable properties and hypothecation of Company's stock-in-trade, stores and spares, book debts, machinery and personal guarantee of sponsoring directors of the Company. The rate of mark-up ranges from 3 months KIBOR plus 1.75% - 3% (2009: 3 months KIBOR plus 1.75% 3.5%) per annum. The facilities are available for various periods expiring between 01 November 2010 and 31 January 2011. 2010 2009 (Rupees in '000)
10.
Current maturity of longterm liabilities
Long term financing Liabilities against assets subject to finance lease
6 7
75,000 32,943 107,943
75,000 28,039 103,039
11.
Trade and other payables Creditors for Goods: Other creditors Associated company Bills payable Accrued expenses Workers' funds Accrued mark-up - secured Advances from customers Deposits from dealers, contractors and suppliers Royalty payable Excise duty payable Sales tax payable Income tax withheld Unclaimed dividend Unpaid dividend Fair value of derivative Other liabilities
11.1 11.2
6.3
89,865 66,208 125,127 54,410 46,538 89,692 11,028 82 35,277 3,597 1,542 11,103 257 137,650 29,195 701,571
23,006 52,396 7,125 46,762 29,371 8,239 37,004 11,812 74 38,646 3,361 2,447 11,105 257 157,352 112,831 541,788
11.1 Workers' Funds Workers' profit participation fund Opening balance Add: Charge for the year Interest accrued
27
21,283 2,660 23,943 23,943 -
21,283 21,283 21,283 8,088 29,371
Less: Payment during the year Workers' welfare fund 27
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ANNUAL REPORT 2010
2010 11.2 Accrued mark-up - secured Long term loans Lease finance Running finance
2009
(Rupees in '000) 30,277 145 16,116 46,538 4,203 531 3,505 8,239
12.
Contingencies and Commitments 12.1 Contingencies The Competition Commission of Pakistan (the CCP) took Suo Moto action under Competition Commission Ordinance, 2007 and issued a Show Cause Notice on 28 October 2008 for increase in prices of cement across the country. Similar notices were also issued to All Pakistan Cement Manufacturers Association (APCMA) and its member cement manufacturers. The Company filed a writ petition before the Honourable Lahore High Court (LHC), the LHC wide its order dated 24 August 2009 allowed the CCP to issue its final order. The CCP accordingly passed an order on 27 August 2009 and imposed a penalty of Rs. 174.06 million on the company. The Lahore High Court vide its order dated 31 August 2009 restrained the CCP from enforcing its order against the Company for the time being. During the period, the company has filed an appeal before the Honourable Supreme Court of Pakistan and Lahore High Court against the Order of the CCP dated 27 August 2009. The petition filed by the company and other cement manufacturers before the Lahore High Court are also pending for adjudication meanwhile order passed by the Lahore High Court on 31 August 2009 is still operative. 2010 12.2 Commitments Outstanding letters of credit 103,214 473,012 2009
(Rupees in '000)
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ANNUAL REPORT 2010
13.
Operating assets
2010 Cost Items As at 01 July 2009 Additions Disposals As at 30 June 2010 Accumulated depreciation As at 01 July 2009 Additions Disposals As at 30 June 2010 Written down value as at 30 June 2010
---------------------------------------------------------- (Rupees in '000) ---------------------------------------------------------Owned Freehold land Factory building on freehold land Non-factory building on freehold land Plant, machinery and equipments Quarry transport equipments Furniture, fixtures and equipments Motor vehicles 152,330 294,903 113,144 2,128,850 185,549 41,585 68,332 2,984,693 8,026 7,855 41,231 664 8,067 65,843 160,356 294,903 217,381 120,999 66,658 (34,982) 2,135,099 1,291,905 (62,997) 122,552 130,824 42,249 33,825 (10,811) 65,588 40,117 (108,790) 2,941,746 1,780,710 3,780 2,559 36,944 5,784 2,097 7,614 58,778 160,356 221,161 73,742 69,217 51,782 (15,664) 1,313,185 821,914 (60,944) 75,664 46,888 35,922 6,327 (8,740) 38,991 26,597 (85,348) 1,754,140 1,187,606
Leased Plant, machinery and equipments Motor vehicles 144,622 4,800 149,422 3,134,115 65,843 144,622 4,800 149,422 12,213 1,440 13,653 1,794,363 6,106 864 6,970 65,748 (85,348) 18,319 2,304 20,623 1,774,763 126,303 2,496 128,799 1,316,405
(108,790) 3,091,168
2009 Cost Items As at 01 July 2008 Additions Disposals As at 30 June 2009 Accumulated depreciation As at 01 July 2008 Additions Disposals As at 30 June 2009 Written down value as at 30 June 2009
---------------------------------------------------------- (Rupees in '000) ---------------------------------------------------------Owned Freehold land Factory building on freehold land Non-factory building on freehold land Plant, machinery and equipments Quarry transport equipments Furniture, fixtures and equipments Motor vehicles 18,084 294,903 111,180 2,053,838 209,821 36,865 64,226 2,788,917 134,246 1,964 75,012 29,101 4,720 8,336 253,379 152,330 294,903 213,600 113,144 64,420 2,128,850 1,257,090 (53,373) 185,549 177,352 41,585 31,936 (4,230) 68,332 35,431 (57,603) 2,984,693 1,779,829 3,781 2,238 34,815 5,093 1,889 8,498 56,314 152,330 217,381 77,522 66,658 46,486 1,291,905 836,945 (51,621) 130,824 54,725 33,825 7,760 (3,812) 40,117 28,215 (55,433) 1,780,710 1,203,983
Leased Plant, machinery and equipments Motor vehicles 144,622 4,800 149,422 2,938,339 253,379 144,622 4,800 149,422 6,107 576 6,683 1,786,512 6,106 864 6,970 63,284 (55,433) 12,213 1,440 13,653 1,794,363 132,409 3,360 135,769 1,339,752
(57,603) 3,134,115
2010 13.1 Allocation of depreciation Excavation cost Manufacturing cost Administrative expenses Distribution cost 14,141 43,945 5,653 2,009 65,748
2009
(Rupees in '000)
13,134 42,045 5,949 2,156 63,284
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ANNUAL REPORT 2010
13.2
Disposals
Cost Accumulated Depreciation Written Down Value Sale Proceeds Mode of Disposal Particulars of Purchasers
Details of disposals of Cost Operating assets
--------------------------------(Rupees in '000)-------------------------------Plant, machinery and equipments Coal plant 34,982 15,664 19,318 5,000 Negotiation M/s. Pak Machinery Co. (Pvt) Ltd. Plot # 3 & 3-A, Sector 47, Korangi Creek Road, Karachi M/s. National Engineering & Transportation Company (Pvt) Ltd. Ibrahim Trade Tower, Room # M-9, Block 7/8, Mchs Shahrah E Faisal, Karachi Mr. Zubair Bawany House # 51/2/1, Street # 26, Khayaban E Janbaz, Defense Phase -5, Karachi Mr. Adnan Motiwala House # 108, Street # 12, Defense Phase -2, Karachi Mr. Malik Sher Bahadur Mirpur Road, Atman Abad, Hassan Abdal, Attock Mr. Naveed Sabir House # 22, Street # 4, Officers Housing Scheme 2, Rawalpindi Mr. Shehnaz Malik House # 61-A, Street # 2, Mukarum Town, Rawalpindi Mr. Ashiq Khan Takkar, Post Office Mujahid Abad, Rawlakot Mr. Saif Ali Tehsil Pind Dadan Khan, Jehlum Mr. Muhammad Riaz Bokhari House #1-B, Almumtaz Colony, Adiala Road, Rawalpindi Mr. Fayyaz Ahmad Nauman House # 949,Street # 16, G-10/1, Islamabad Mr. M. Ibrar Khan House # 45, Street # 11, F-10/2, Islamabad Mr. Abdul Waheed Kassim House # 16-A, Adamjee Nagar, Karachi
Quarry equipments Earth moving machineries
62,997
60,944
2,052
14,775
Negotiation
Motor vehicles Toyota Camry ALP-644
2,750
1,485
1,265
1,600
Negotiation
Honda City ADU - 648
779
701
78
350
Negotiation
Honda City IDL4528
784
705
79
611
Negotiation
Suziki Cultus IDL-4523
550
495
55
432
Negotiation
Suzuki Baleno IDK2076
688
619
69
437
Negotiation
Honda City IDL-4526
784
705
79
627
Negotiation
Honda City IDL-265. Honda Civic ADY955
783 1,186
705 1,068
78 118
610 631
Negotiation Negotiation
Suzuki Cultus IDL-4522
555
499
56
200
Negotiation
Honda City IDL-4527
783
705
78
250
Negotiation
Toyota Corolla AFY-565
1,169 10,811 108,790
1,053 8,740 85,348
116 2,071 23,441
700 6,448 26,223
Negotiation
2010 14. Capital work in progress Building Opening balance Expenditure incurred during the year Transferred to operating assets Plant, Machinery and equipments Opening balance Expenditure incurred during the year Transferred to operating assets
2009
(Rupees in '000) 6,376 19,092 (6,376) 19,092 131,092 684,884 (26,840) 789,136 808,228 1,105 7,902 (2,631) 6,376 25,323 144,611 (38,842) 131,092 137,468
14.1
14.1
14.1 This represents expenditure incurred in respect of waste heat recovery power plant which is expected to be completed during next year.
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ANNUAL REPORT 2010
2010 15. Long term loans and deposits Long term deposits Long term loans - -unsecured, considered good Employees - interest free Executives - interest free Sui Northern Gas Pipelines Limited Less: Current portion 15.1 15.2 15.2 15.3 19 30,612 6,597 2,078 25,406 34,081 (6,794) 27,287 57,899
2009
(Rupees in '000)
51,770 7,620 2,426 28,271 38,317 (7,503) 30,814 82,584
15.1 This includes Rs. 11.00 million (2009: Rs. 32.839 million) margin given to Silkbank Limited (formerly Saudi Pak Commercial Bank Ltd.) against the bank guarantee of Rs. 110 million (2009: Rs. 328.399 million) issued in favour of Sui Northern Gas Pipeline Ltd. as security for the payment of gas bill. 15.2 The maximum aggregate amount due from executives of the Company at the end of any month during the year was Rs. 2.752 million (2009: Rs. 3.211 million). The loan to executives and employees are in accordance with the terms of their employment. 15.3 This represents the unsecured loan of Rs. 44.48 given to Sui Northern Gas Pipelines Limited for laying of gas pipeline and is repayable in 10 equal yearly instalments after grace period of two years. This loan had been measured to its present value using prevailing market rate of mark-up at 8.0% per annum for a similar instrument, having similar terms and credit risk profile, at the time the loan was granted. 16. Stores and spares Stores Spares Stores in transit 17. Stock-in-trade Finished goods Work-in-process Raw Material Packing Material 18. Trade debts This includes foreign currency receivable amounting to Rs. 4.741 million (2009: Rs. 9.64 million) secured by letter of credits. 19. Loans, advances, deposits prepayments and accrued mark-up Current portion of long term loans -unsecured, considered good Advances to Suppliers and contractors - unsecured, considered good Income tax payments less provisions Advance sales tax Deposits Prepayments Accrued mark-up 15 6,794 13,398 75,532 29,197 220 3,851 262 129,254 7,503 4,539 17,383 5,704 5,573 299 41,001 28,674 33,456 8,523 38,065 108,718 28,518 110,378 8,173 20,793 167,862 113,810 491,134 66,604 671,548 144,868 520,017 85,795 750,680
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ANNUAL REPORT 2010
2010 20. Cash and bank balances In hand With banks in current accounts 550 19,184 19,734
2009
(Rupees in '000)
554 18,982 19,536
21.
Sales - net Sales - Local - Export 2,550,134 1,111,756 3,661,890 404,432 355,147 (373) 759,206 2,902,684 3,529,063 917,643 4,446,706 503,818 487,844 (662) 991,000 3,455,706
Less: Excise duty Sales tax Export rebate
22.
Cost of sales Raw and packing material consumed: Opening stock Purchases Excavation cost
22.1
28,966 326,155 158,093 513,214 (46,588) 466,626 1,847,047 76,617 170,407 25,971 2,445 43,945 40,129 2,673,187 110,378 (33,456) 2,750,109 28,518 (28,674) 2,749,953
30,863 270,301 150,166 451,330 (28,966) 422,364 1,788,116 92,559 175,839 26,953 9,858 42,045 38,670 2,596,404 63,395 (110,378) 2,549,421 21,400 (28,518) 2,542,303
Closing stock
Fuel and power Stores and spares consumed Salaries, wages and benefits Insurance Repairs and maintenance Depreciation Other manufacturing overheads
22.1
13.1
Opening work-in-process Closing work-in-process Cost of goods manufactured Opening finished goods Closing finished goods
22.1 Excavation cost includes salaries, wages and benefits and Company's contribution to provident fund amounting to Rs. 6.806 million (2009: Rs. 5.997 million) and Rs. 0.39 million (2009: Rs. 0.33 million) respectively.
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ANNUAL REPORT 2010
2010 23. Administrative expenses Salaries, wages and benefits Travelling and conveyance Vehicles running expenses Communications Printing and stationery Rent, rates and taxes Utilities Repairs and maintenance Legal and professional charges Auditors' remuneration Donations Depreciation Miscellaneous 23.1
2009
(Rupees in '000) 64,462 8,297 6,707 2,461 835 10,188 7,368 1,030 2,212 738 2,863 5,653 9,821 122,635 72,084 6,503 6,677 2,869 921 7,256 7,240 991 2,353 1,089 2,258 5,949 5,711 121,901
23.2 23.3 13.1
23.1 This includes Company's contribution to provident fund amounting to Rs. 2.10 million (2009: Rs. 1.97 million). 23.2 Auditors' remuneration
2010 KPMG Taseer Hadi & Co. 2009 Khalid Majid KPMG Taseer Rahman Hadi & Co. Sarfaraz Rahim Iqbal Rafiq (Rupees in '000)
Audit fee Half yearly review Other services Out of pocket expenses
375 75 260 28 738 738
250 75 50 49 424
250 75 260 80 665 1,089
23.3 None of the directors or their spouses have any interest in the donee funds. 2010 24. Distribution cost Salaries, wages and benefits Commission Export Expenses Travelling and conveyance Vehicles running expenses Communications Rent, rates and taxes Repairs and maintenance Advertisement Marking fee Depreciation Miscellaneous 24.1 2009
(Rupees in '000) 22,436 136,309 78,413 504 2,271 1,089 3,192 442 1,608 2,949 2,009 1,536 252,758 21,636 96,388 48,587 379 1,787 1,062 2,893 679 2,357 3,499 2,156 2,029 183,452
13.1
24.1 This includes Company's contribution to provident fund amounting to Rs. 0.85 million (2009: Rs. 0.69 million).
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ANNUAL REPORT 2010
2010 25. Finance cost Mark-up on: Long term loans Lease finance Running finance Interest on workers profit participation fund Exchange loss Legal documentation fee Bank commission and charges (Gain) / loss on derivative financial instrument
2009
(Rupees in '000)
11.1
25.1
40,827 10,365 28,972 2,660 396 890 1,935 (2,682) 83,363 (19,702) 17,020 (2,682)
59,288 15,600 24,863 2,356 334 4,887 83,261 190,589 66,376 16,885 83,261
25.1 Movement in the fair value of cross currency swap Realized during the year - unfavourable
26.
Other income Mark-up on bank deposits Mark-up on long term advance Accretion of discount Gain on sale of operating assets Scrap sales Miscellaneous 1,024 497 1,583 2,783 8,526 178 14,591 1,508 599 1,734 1,760 2,450 148 8,199
27.
Workers' funds Workers' profit participation fund Workers' welfare fund 27.1 27.1 21,283 8,088 29,371
27.1 Accrual of Workers' Fund has not been made in these financial statements due to the accounting and taxable loss for the year. 28. Taxation Relationship between income tax expense and accounting (loss)/ profit (Loss) / profit before taxation Tax at the applicable rate of 35% (2009: 35%) Net tax effect of export sales taxed at different rate Net tax effect of gain on sale of operating assets excluded in determination of taxable income Deferred Tax effect due to Export Sales Tax effect of inadmissible expenses Tax effect of prior years Tax effect of prior year's assessed loss Others Net tax charge for the year (291,434) (102,002) 93,043 2,872 (36,676) 1,002 (45,614) (4,811) 9,010 (83,176) 396,289 138,701 3,053 (63,359) 790 2,754 81,939
The income tax assessments of the Company have deemed to be finalized up to and including Tax year 2009.
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ANNUAL REPORT 2010
2010 29. Earnings per share - Basic and Diluted Earning after taxation
2009
(Rupees in '000) (208,258) 314,350
(Number in '000) Weighted average number of ordinary shares 50,160 (Rupees) (Loss)/ Earnings per share 30. OPERATING SEGMENTS These financial statements have been prepared on the basis of single reportable segment. 30.1 Revenue from sale of cement represents 100% (2009 : 100%) of the total revenue of the company. 30.2 70% (2009: 79%) gross sales of the Company relates to customers in Pakistan. 30.3 All non-current assets of the Company at 30 June 2010 are located in Pakistan. 30.4 The Company does not have any customer having sales of 10% or more during the year ended 30 June 2010. 31. Remuneration of directors and executives 2010
Chief Executive
50,160
(4.15)
6.27
2009 Executives
Chief Executive
Director
Director
Executives
------------------------------------------ (Rupees in '000) --------------------------------------------
Managerial Remuneration Bonus/ Ex-Gratia Retirement Benefits Reimbursable Perquisites
5,274 908 726 6,908 1 -
5,274 908 726 6,908 1 120
53,281 4,849 3,425 3,359 64,914 33 -
5,274 1,211 726 7,211 1 -
5,274 1,211 726 7,211 1 110
47,006 4,290 2,816 2,795 56,907 29 -
Number Meeting fee Number of non executive directors
The Chief Executive, Director and certain Executives are provided with the use of Company cars and the operating expenses are borne by the Company to the extent of their entitlement. Executives are employees whose basic salaries exceeds Rs. 500,000 in a financial year.
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ANNUAL REPORT 2010
32.
Transactions with related parties The related parties comprise of group companies (associated companies), directors, and their close family members, staff provident fund, executives and major shareholders of the Company. Remuneration and benefits to executives of the Company are in accordance with the terms of their employment while contribution to the provident fund is in accordance with the staff service rule. Transactions with related parties during the period other than those disclosed elsewhere in the financial statements were as follows: 2010 Associated company Purchases (Frontier Paper Products (Private) Ltd.) Others Disbursement of advances to key management personnel Repayment of advances by key management personnel Sale of vehicles Balance with related parties are disclosed in note 11 and 15. 2010 (Tons) 2009 137,194 123,374 2009
(Rupees in '000)
600 1,094 -
2,900 3,136 155
33.
Capacity and production (Clinker)
Rated Capacity Actual Production 34. Financial instruments Financial risk management
780,000 772,940
780,000 740,330
The Board of Directors of the Company has overall responsibility for the establishment and oversight of the Company's risk management framework. The Company has exposure to the following risks from its use of financial instruments: - Credit risk - Liquidity risk - Market risk - Operational risk 34.1 Credit risk Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss, without taking into account the fair value of any collateral. Concentration of credit risk arises when a number of financial instruments or contracts are entered into with the same party, or when counter parties are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economics, political or other conditions. Concentrations of credit risk indicate the relative sensitivity of the Company's performance to developments affecting a particular industry.
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ANNUAL REPORT 2010
The carrying amount of financial assets represents the maximum credit exposure. To reduce the exposure to credit risk the Company has developed a policy of obtaining advance payments from its customers. Except for customers relating to the Government and certain small and medium sized enterprises, the management strictly adheres to this policy. For any balances receivable from such small and medium sized enterprises, the management continuously monitors the credit exposure towards them and makes provisions against those balances considered doubtful of recovery. Cash is held only with banks with high quality credit worthiness. The maximum exposure to credit risk at the reporting date is as follows: 2010 2009 Balance Maximum Balance Maximum sheet exposure sheet exposure ---------------------------- (Rupees in '000) ---------------------------Trade debts Loans, advances, deposits and accrued mark-up Bank balances 10,892 78,573 19,184 108,649 10,892 78,573 19,184 108,649 65,580 94,925 18,982 179,487 65,580 94,925 18,982 179,487
34.1.1
The maximum exposure to credit risk at the balance sheet date by geographic region is as follows: 2010 2009 (Rupees in '000) Domestic (Pakistan) Exports ( India and Afghanistan) 6,151 4,741 55,855 9,725
34.1.2
The maximum exposure to credit risk for trade debts and other receivable at the balance sheet date by type of customer is as follows: 2010 2009
(Rupees in '000) Dealer / distributor End-user customers 34.1.3 Impairment losses The aging of trade debtors at the balance sheet date was: 2010 Gross Impairment 6,304 4,100 488 10,892 2009 Gross Impairment 64,971 464 145 65,580 10,443 449 14,534 51,046
Not past due Past due 1-60 days Past due 61 days -1 year More than one year Total 34.1.4
Based on past experience, consideration of financial position, past track records and recoveries, the Company believes that trade debtors past due upto one year do not require any impairment. None of the other financial assets are either past due or impaired.
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ANNUAL REPORT 2010
34.2 Liquidity risk Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. Liquidity risk arises because of the possibility that the Company could be required to pay its liabilities earlier than expected or difficulty in raising funds to meet commitments associated with financial liabilities as they fall due. The Companys approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation. The following are the contractual maturities of financial liabilities, including interest payments:
2010 Contractual Six months Six to Two to five More than cash flows or less twelve years five years months --------------------------------------------(Rupees in '000)------------------------------------------Carrying amount Non-Derivative Financial liabilities Long term financing Liabilities against assets subject to finance lease Short-term running finance Trade and other payables Derivatives Cross Currency Swap
725,000 66,991 526,654 523,423
1,001,704 73,473 579,471 523,423
60,553 19,320 579,471 512,395
90,197 19,320 -
850,954 34,833 -
11,028
137,650 1,979,718
137,650 2,315,721
137,650 1,309,389
109,517
885,787
11,028
2009 Contractual Six months Six to Two to five More than cash flows or less twelve years five years months --------------------------------------------(Rupees in '000)------------------------------------------Carrying amount Non-Derivative Financial liabilities Long term financing Liabilities against assets subject to finance lease Short-term running finance Trade and other payables Derivatives Cross Currency Swap
300,000 95,113 299,150 339,908
396,906 113,338 318,693 339,908
53,790 19,563 318,693 328,096
57,597 19,563 -
285,519 74,212 -
11,812
157,352 1,191,523
157,352 1,326,197
157,352 877,494
77,160
359,731
11,812
34.2.1
The contractual cash flows relating to the above financial liabilities have been determined on the basis of mark-up rates effective as at 30 June (and includes both principal and interest payable thereon). The rates of mark-up have been disclosed in notes 6, 7 and 9 to these financial statements.
34.3 Market risk Market risk is the risk that the value of the financial instrument may fluctuate as a result of changes in market interest rates or the market price due to a change in credit rating of the issuer or the instrument, change in market sentiments, speculative activities, supply and demand of securities and liquidity in the market. Market risk comprises of currency risk, interest rate risk and other price risk. The Company is exposed to currency risk and interest rate risk only.
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ANNUAL REPORT 2010
34.3.1
Currency risk Foreign currency risk is the risk that the value of financial asset or a liability will fluctuate due to a change in foreign exchange rates. It arises mainly where receivables and payables exist due to transactions entered into foreign currencies.
Exposure to currency risk The Company's exposure to foreign currency risk was as follows based in notional amount: 2010 Rupees US Dollars 2009 Rupees Rupees
---------------------------------(in '000)--------------------------------Trade debts Trade payables Gross balance sheet exposure 4,741 (125,127) (120,386) 55 (1,462) (1,407) 9,725 (7,125) 2,600 119 (88) 31
Estimated forecast sales Estimated forecast purchases Gross exposure Cross currency and interest rate swap - US Dollars
101,562 (103,214) (1,652)
1,186 (1,206) (20)
1,384 (469,736) (468,352)
17 (5,770) (5,753)
(353,186) (353,186) (475,224)
(4,126) (4,126) (5,553)
(403,060) (403,060) (868,812)
(4,951) (4,951) (10,673)
Net exposure
The following significant exchange rates applied during the year: Average rates 2010 2009 US Dollars Sensitivity Analysis A 10 percent strengthening of the Rupee against US Dollar at 30 June would have increased / (decreased) profit and loss account by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the same basis for 2009. 83.51 79.73 Balance sheet date rate 2010 2009 85.60 81.41
Profit and loss Equity (Rupees in '000) As at 30 June 2010 Effect in US Dollars As at 30 June 2009 Effect in US Dollars
(12,039)
260
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ANNUAL REPORT 2010
A 10 percent weakening of the Rupees against the above currency at 30 June would have had the equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant. 34.3.2 Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Majority of the interest rate exposure arises from short and long term borrowings from banks and term deposits with banks. At the balance sheet date the interest rate profile of the Companys interest-bearing financial instruments was as follows: Carrying amount 2010 2009 (Rupees in '000) Fixed rate instruments Financial assets Financial liabilities Variable rate instruments Financial assets Financial liabilities 25,406 25,406 1,318,645 1,318,645 28,271 28,271 694,263 694,263
Fair value sensitivity analysis for fixed rate instruments The Company does not account for any fixed rate financial assets and liabilities at fair value through profit and loss. Therefore, a change in interest rates at the reporting date would not affect the profit and loss account and equity of the Company. Cash flow sensitivity analysis for variable rate instruments A change of 100 basis points in interest rates at the reporting date would have increased / (decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. The analysis is performed on the same basis for current and last year. Profit and loss Equity (Rupees in '000) As at 30 June 2010 Cash flow sensitivity-Variable rate instruments As at 30 June 2009 Cash flow sensitivity-Variable rate instruments 34.4 Operational risk Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the processes, technology and infrastructure supporting the Companys operations either internally within the Company or externally at the Companys service providers, and from external factors other than credit, market and liquidity risks such as those arising from legal and regulatory requirements. Operational risks arise from all of the Companys activities.
13,186
6,943
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ANNUAL REPORT 2010
The primary responsibility for the development and implementation of controls over operational risk rests with the board of directors. This responsibility encompasses the controls in the following areas: - requirements for appropriate segregation of duties between various functions, roles and responsibilities. - requirements for the reconciliation and monitoring of transactions; - compliance with regulatory and other legal requirements; - documentation of controls and procedures; - requirements for the periodic assessment of operational risks faced, and the adequacy of controls and procedures to address the risks identified; - ethical and business standards; - risk mitigation, including insurance where this is effective. 34.5 Fair value of financial assets and liabilities Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction. Consequently, differences can arise between carrying values and the fair value estimates. The carrying amounts of all financial assets and liabilities reflected in the financial statements approximate their fair values. The company measures fair values using the following fair value hierarchy that reflects the significance of the inputs used in making the measurements: Level 1: Fair value measurements using quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Fair value measurements using inputs other than quoted prices included within Level that are observable for the asset or liability, either directly or indirectly. Level 3: Fair value measurements using inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs). As at 30 June 2010, cross currency and interest rate swap was categorised in level 3. The following table shows a reconciliation from the beginning balances to the ending balances for fair value measurements in level 3 of the fair value hierarchy. 2010 2009 (Rupees in '000) Balance as at 01 July 2009 Settled during the year - unfavourable (Gain) / loss on derivative financial instrument Balance as at 30 June 2010 157,352 (17,020) (2,682) 137,650 90,976 (16,885) 83,261 157,352
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ANNUAL REPORT 2010
34.6 Capital risk management The management's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The management closely monitors the return on capital along with the level of distributions to ordinary share holders.
The management seeks to maintain a balance between higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position. The Company is not required to maintain any regulatory capital. 35. Accounting estimates and judgements 35.1 Income taxes In making the estimates for income taxes currently payable by the Company, the management considers the current income tax law and the decisions of appellate authorities on certain issues in the past. 35.2 Property, plant and equipment The Company's management determines the estimated useful lives, residual value and related depreciation charge for its plant and equipment. The Company reviews the value of the assets for possible impairment on an annual basis. Any change in the estimates in future years might affect the carrying amounts of the respective items of property, plant and equipments with a corresponding effect on the depreciation charge and impairment. 35.3 Stock-in-trade and stores and spares The Companys management reviews the net realisable value (NRV) and impairment of stock-intrade and stores and spares respectively, to assess any diminution in the respective carrying values and wherever required provision for NRV / impairment is made. The difference in provision, if any, is recognised in the future period. 35.4 Trade debts and other debts Impairment loss against doubtful trade and other debts is made on judgemental basis, for which provision may differ in the future years based on the actual experience. The difference in provision if any, would be recognised in the future years. 35.5 Fair value of derivates financial instrument The management reviews the changes in fair values of cross currency swap at each reporting date based on the valuations received from the contracting bank. These valuations represent estimated fluctuations in the relevant currencies and interest rate over the reporting period.
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ANNUAL REPORT 2010
36.
Reclassification Following corresponding figures have been reclassified for better presentation.
From Profit and loss account Sales - net 37. General
To
Rupees in '000
Distribution cost
144,975
These financial statements were authorised for issue in the Board of Directors meeting held on 27 September, 2010.
48
ANNUAL REPORT 2010
FORM OF PROXY
I/We of being a member of FECTO CEMENT LIMITED hereby appoint (NAME) of who is also a member of the Company vide Registration Folio Number____________ as my/our proxy in my/our absence to vote for me/us and on my/our behalf at the 29th Annual General Meeting of the Company to be held on Tuesday, October 26, 2010 at 12:00 noon at Registered Office, 35-Darulaman Housing Society, Block 7/8, Shahra-e-Faisal, Karachi and at any adjournment thereof. Folio No. Shares held (Nos.) Place Date
Members Signature On Rupee Five Revenue Stamp
Witness: Signature
Name: Address :
Note: 1. Proxies in order to be effective be received at the Companys Registered Office (35-Darulaman Housing Society, Block 7/8, shahra-e-Faisal, Karachi) no less than 48 hours before the meeting and must be duly stamped, signed and witnessed. Members signature must agree with the specimen signature registered with the Company.
2.

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FECTO CEMENT LIMITED

ANNUAL REPORT 2010

FECTO CEMENT LIMITED

ANNUAL REPORT 2010

FACTORY MARKETING OFFICE

FECTO CEMENT LIMITED

ANNUAL REPORT 2010

FECTO CEMENT LIMITED

ANNUAL REPORT 2010

NOTICE OF ANNUAL GENERAL MEETING

By Order of the Board

FECTO CEMENT LIMITED

ANNUAL REPORT 2010

DIRECTORS' REPORT TO THE MEMBERS

2,902,684 152,731 (291,434) (208,258) (4.15)

FECTO CEMENT LIMITED

ANNUAL REPORT 2010

FECTO CEMENT LIMITED

ANNUAL REPORT 2010

FECTO CEMENT LIMITED

ANNUAL REPORT 2010

Karachi: September 27, 2010

MOHAMMED ASAD FECTO CHAIRMAN

FECTO CEMENT LIMITED

ANNUAL REPORT 2010

Number of Shareholders Total Shares Held

18,543,432 1,731,815 6,042,627 91,630 880 23,505,140 244,476 50,160,000

36.97 3.45 12.05 0.18 0.00 46.86 0.49 100.00

FECTO CEMENT LIMITED

ANNUAL REPORT 2010

Pattern of shareholding as at June 30, 2010 Additional Information

Number of Shares held

4,044,900 10,153,036 8,371,146

FECTO CEMENT LIMITED

ANNUAL REPORT 2010

Six Years Key Operating And Financial Data

501,600 50,000 412,302 684,048 138,560

456,000 50,000 666,160 292,074 196,252

456,000 50,000 351,810 394,018 180,335

456,000 50,000 433,753 489,604 220,287 953,943

456,000 456,000 50,000 50,000

483,209 202,696 304,349 17,934

209,523 139,115 980,265 668,902

1,316,405 1,339,752 1,151,827

759,579 (4.15) 19.26 01:1.42 42:58 -

991,662 6.27 25.7 01:0.9 20:80 *10%

943,407 (1.8) 18.81 01:0.8 31:69 -

956,726 0.42 20.61 01:0.5 34:66 -

FECTO CEMENT LIMITED

ANNUAL REPORT 2010

Statement Of Compliance With The Code Of Corporate Governance

FECTO CEMENT LIMITED

ANNUAL REPORT 2010

12. 13. 14. 15. 16.

MOHAMMED ASAD FECTO CHAIRMAN Karachi: September 27, 2010

FECTO CEMENT LIMITED

ANNUAL REPORT 2010

FECTO CEMENT LIMITED

ANNUAL REPORT 2010

Auditors' Report to the Members

FECTO CEMENT LIMITED

ANNUAL REPORT 2010