FAUJI CEMENT COMPANY LIMITED

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2 COMPANY INFORMATION at a glance Board of s Lt Gen (Retd) Syed Muhammad Amjad, HI, HI (M) Maj Gen (Retd) Rehmat Khan, HI (M) Mr. Qaiser Javed Mr. Riyaz H. Bokhari, IFU Brig (Retd) Aftab Ahmad, SI (M) Brig (Retd) Ghazanfar Ali, SI (M) Mr. Nadir Rahman Brig (Retd) Munawar Ahmed Rana, SI (M) Ms Tine Bremholm Kokfelt, FLS Chairman Chief Executive / MD Company Secretary: Brig (Retd) Allah Ditta, SI (M) House No. 8, Street No. 30, Sector F-7/1, Islamabad - Pakistan Tel: (051) Fax: (051) fcclsecy1@isd.wol.net.pk Web Site: http: // Registered Office and Marketing/Sales Department: Ist Floor, Aslam Plaza, 60 Adam Jee Road, Saddar, Rawalpindi Pakistan Tel: (051) , , Fax: (051) Factory: Near Village Jhang, Tehsil Fateh Jang District: Attock Tel: , , Fax: Auditors: M/s Taseer Hadi Khalid & Co, Chartered Accountants Fax No: (051) Legal Advisors: M/s Orr. Dignam & Co, Advocates Fax No: (051) Farooq Law Associates, Advocates & Attorneys Fax No: (051) Registration & Shares Transfer Officer Mr. Aftab Muhammad Hafeez, Shares Manager House No. 8, Street No. 30, Sector F-7/1, Islamabad Tel: (051)

3 REVIEW OF THE DIRECTORS 1. The Board of s present their review report along with the un-audited accounts of the Company for the second quarter ended 31 December The trend of higher demand and stable retention price which started last year, also continued for the second quarter ended 31 December There was significant rise in domestic demand, however exports registered a slight decline. FCCL performed in line with the industry and our capacity utilization in this quarter surged to 89% (80% domestic and 9% exports) as compared to 81% (68% domestic+13% exports) in the same quarter of last year. The average retention price per ton of cement improved to Rs 3,062 per ton as compared to Rs. 2,643 per ton of same quarter last year. Meanwhile average cost of sales per ton of cement increased from Rs. 1,753 per ton in the corresponding quarter last year to Rs 1,900 per ton mainly because of the rise in coal prices. Gross Profit of the Company increased to Rs Millions (38% of net sales) as compared to Rs Millions (34% of net sales) in the same quarter of last year mainly due to increase in retention price and higher capacity utilization. Concurrently Finance Cost decreased to Rs Millions as compared to Rs Millions in same quarter of last year as a result of refinancing of Syndicated Term Finance Agreement (STFA) loans at lower mark up rates and elimination of guarantee fee of multilateral institutions. Thus Company s quarterly profit before taxation and amortization of deferred cost rose from Rs. 78 Millions last year to Rs. 171 Millions this year. 3. Coal plant has been commissioned in October Now the Company is using 100% coal. The work on capacity enhancement of plant from 3,000 tons per day to 3,700 tons per day of clinker production is progressing smoothly and expected to be completed in June 2005 as per plan. 4 The higher profitability shown by the Company has been possible due to improvement in macro economic situation of the country alongwith various initiatives taken by the Company. The s are of the view that this trend is likely to persist and Fauji Cement will, Insha-Allah, continue to post good results. Lt Gen (Retd) Syed Muhammad Amjad, HI, HI(M) Chairman 2

4 REVIEW REPORT TO THE MEMBERS We have reviewed the annexed balance sheet of Fauji Cement Company Limited as at 31 December 2004, and the related profit and loss account, cash flow statement and statement of changes in equity together with the notes forming part thereof (here-in-after referred to as the financial statements ) for the half year ended. These financial statements are the responsibility of the Company s management. Our responsibility is to issue a report on these financial statements based on our review. We conducted our review in accordance with the International Standard on Auditing applicable to review engagements. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of the Company s personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and, accordingly, we do not express an audit opinion. Based on our review, nothing has come to our attention that causes us to believe that the annexed financial statements are not presented fairly, in all material respects, in accordance with the approved accounting standards as applicable in Pakistan. ISLAMABAD TASEER HADI KHALID & CO. 23 February 2005 CHARTERED ACCOUNTANTS 3

5 BALANCE SHEET AS AT 31 DECEMBER 2004 SHARE CAPITAL AND RESERVES 31 December 2004 Un-audited 30 June 2004 Audited Note Rupees Rupees Issued, subscribed and paid-up capital 4 4,194,422,350 4,194,422,350 Accumulated loss (1,998,146,559) (2,255,288,327) 2,196,275,791 1,939,134,023 LONG TERM FINANCING 5 2,796,185,960 3,558,839,081 DEFERRED LIABILITIES - Staff Retirement Benefits 43,118,865 40,264,085 CURRENT LIABILITIES Trade and other payables 6 186,587, ,475,377 Markup accrued 54,364,895 13,132,567 Short term borrowing 7 460,121,086 Current portion of long term financing 5 594,224,645 86,508,407 1,295,297, ,116,351 CONTINGENCIES AND COMMITMENTS 8 6,330,878,403 5,910,353,540 The annexed notes 1 to 14 form an integral part of these financial statements. Chief Executive 4

6 FIXED ASSETS - Tangible 31 December 2004 Un-audited 30 June 2004 Audited Note Rupees Rupees Property, plant and equipment 9 4,677,694,762 4,729,253,967 LONG TERM DEPOSITS 36,600,000 36,600,000 DEFERRED TAX - NET 468,472, ,038,539 CURRENT ASSETS Stores, spares and loose tools 295,947, ,400,283 Stock in trade 99,955,673 61,599,838 Trade debts 87,192,047 44,788,587 Advances 61,703,847 39,972,297 Trade deposits and short term prepayments 9,554,991 11,919,523 Interest accrued 825,646 2,174,955 Other receivables 9,763,103 9,978,653 Income tax refundable-net 3,982,452 9,538,784 Cash and bank balances 579,185, ,088,114 1,148,111, ,461,034 6,330,878,403 5,910,353,540 5

7 PROFIT AND LOSS ACCOUNT (UN-AUDITED) FOR THE SIX MONTHS ENDED 31 DECEMBER 2004 Note 31 Dec 2004 Quarter Ended 31 Dec Dec 2004 Six Months Ended 31 Dec 2003 Rupees Rupees Rupees Rupees SALES 890,807, ,593,500 1,883,368,203 1,491,396,935 Less: Government levies 250,657, ,079, ,932, ,388,942 NET SALES 640,150, ,513,507 1,360,435,235 1,045,007,993 Less: Cost of sales ,270, ,037, ,625, ,675,379 GROSS PROFIT 242,879, ,475, ,809, ,332,614 Other operating income 3,104,802 2,681,730 9,143,658 37,512, ,984, ,157, ,953, ,845,297 Distribution cost 5,883,955 4,719,562 10,750,668 7,873,492 Administrative expenses 11,320,772 7,014,572 18,787,610 12,522,658 Other operating expenses 9,114, ,000 19,414, ,000 PROFIT FROM OPERATIONS 219,665, ,323, ,000, ,349,147 Finance cost 49,153,825 82,193, ,793, ,246,137 Amortization of deferred cost 47,765,370 95,530,740 NET PROFIT BEFORE TAXATION 170,511,448 30,364, ,207,712 91,572,270 Taxation - Current (3,440,000) (2,037,240) (7,500,000) (5,950,000) - Deferred (46,173,030) 710,286,612 (101,565,944) 710,286,612 (49,613,030) 708,249,372 (109,065,944) 704,336,612 PROFIT AFTER TAXATION 120,898, ,613, ,141, ,908,882 Earnings per share - Basic Earnings per share - Diluted The annexed notes 1 to 14 form an integral part of these financial statements. Chief Executive 6

8 CASH FLOW STATEMENT (UN-AUDITED) FOR THE SIX MONTHS ENDED 31 DECEMBER 2004 Six Months Ended 31 December December 2003 Cash flows from operating activities Net Profit before taxation 366,207,712 91,572,270 Adjustment for: Depreciation 123,746, ,689,874 Write off of deferred cost 95,530,740 Provision for staff retirement benefits 3,181,432 (1,210,132) Finance costs 116,793, ,246,137 Gain on disposal of property, plant and equipment (2,704,879) (378,638) Interest on bank deposits (1,665,166) (4,453,959) 239,351, ,424,022 Operating cash flows before working capital changes 605,559, ,996,292 (Increase)/decrease in stores & stocks (132,727,607) 1,802,399 (Increase)/decrease in trade debts (42,403,460) 33,730,114 (Increase) in advances (21,731,550) (32,002,602) (Increase)/decrease in trade deposits and prepayments 2,364,532 (23,717,625) Decrease in other receivables 215,550 10,273,927 (Decrease)/increase in trade and other payables (9,392,183) 19,153,773 (203,674,718) 9,239,986 Cash generated from operations 401,884, ,236,278 Staff retirement benefits paid (326,652) (704,064) Tax paid (1,943,668) (1,400,482) Net cash from operating activities 399,614, ,131,732 Cash flows from investing activities Additions in property, plant and equipment (76,739,967) (140,119,943) Insurance claim realized on property, plant and equipment 555, ,000 Proceeds from sale of property, plant and equipment 2,526,582 Long term advance (15,000,000) Interest received on bank deposits 3,014,475 2,481,378 Net cash used in investing activities (70,643,910) (152,220,565) Cash flows from financing activities (Repayment) of long term finances (3,554,936,883) (313,778,155) Proceeds from long term finances 3,300,000, ,958,577 Proceeds/(repayment) of short term borrowings 460,121,086 (15,914,497) Finance costs paid (152,056,989) (165,660,717) Net cash from/(used) in financing activities 53,127,214 (142,394,792) Increase in cash and cash equivalents 382,097, ,516,375 Cash and cash equivalents at beginning of the period 197,088, ,992,231 Cash and cash equivalents at end of the period 579,185, ,508,606 The annexed notes 1 to 14 form an integral part of these financial statements. Chief Executive 7

9 STATEMENT OF CHANGES IN EQUITY (UN-AUDITED) FOR THE SIX MONTHS ENDED 31 DECEMBER 2004 Ordinary Preference Accumulated Total share capital share capital loss Rupees Rupees Rupees Rupees Balance at 30 June ,707,430, ,991,870 (2,569,436,163) 1,624,986,187 Profit for the period 795,908, ,908,882 Balance at 31 December ,707,430, ,991,870 (1,773,527,281) 2,420,895,069 Balance at 30 June ,707,430, ,991,870 (2,255,288,327) 1,939,134,023 Profit for the period 257,141, ,141,768 Balance at 31 December ,707,430, ,991,870 (1,998,146,559) 2,196,275,791 The annexed notes 1 to 14 form an integral part of these financial statements. Chief Executive 8

10 NOTES TO THE ACCOUNTS (UN-AUDITED) FOR THE SIX MONTHS ENDED 31 DECEMBER Fauji Cement Company Limited ("the Company") is a public limited company incorporated in Pakistan on 23 November 1992 under the Companies Ordinance, 1984 and commenced its business with effect from 22 May The shares of the Company are quoted on Karachi, Islamabad and Lahore stock exchanges in Pakistan. The principal activity of the Company is manufacturing and sale of ordinary portland cement. The company's registered office is situated at Aslam Plaza, Adamjee Road, Rawalpindi. Fauji Foundation holds 52% of its shares as a major sponsor of the Company. 2. These financial statements are un-audited and are being submitted to the shareholders in accordance with the requirements of Section 245 of the Companies Ordinance, These financial statements are presented in condensed form in accordance with the requirements of International Accounting Standard 34: Interim Financial Reporting. 3. The accounting policies adopted for the preparation of these financial statements are the same as those applied in the preparation of the annual financial statements of the Company for the preceding year ended 30 June December 30 June Note ISSUED, SUBSCRIBED AND PAID UP CAPITAL Rupees Rupees Ordinary shares 171,310,499 ordinary shares of Rs 10 each fully paid in cash 1,713,104,990 1,713,104, ,432,549 ordinary shares of Rs 10 each issued at a discount of Rs 3.85 per share - paid in cash 1,994,325,490 1,994,325,490 3,707,430,480 3,707,430,480 Preference shares 48,699,187 preference shares of Rs 10 each issued at a discount of Rs 3.85 per share - paid in cash ,991, ,991,870 4,194,422,350 4,194,422,350 9

11 4.1 Preference shares have the following characteristics: (i) Entitling the holder to receive cumulative preferential dividend in amounts and during the years set out below (preferential dividend) in the event the Company has funds available from operations to pay the preferential dividend, it is profitable and current on its debt service obligations: Year ending Amount of dividend Rupees ,360, ,360, ,721, ,442, ,884, ,572, ,687, ,408, ,785,179 (ii) (iii) Convertible into ordinary shares at any time without further payment, such conversion being irreversible once exercised. Except as provided above, having the same rights as ordinary shares in the Company, including pari passu voting rights with ordinary shares. 4.2 Fauji Foundation held 169,780,232 (June 2004: 169,780,232) ordinary shares and 48,699,187 (June 2004: 48,699,187) preference shares at the period/year end. Note 31 December 30 June 5. LONG TERM FINANCING Rupees Rupees - From banking companies and financial institutions Local loans (including deferred mark-up)-secured 40,410, ,251,838 Refinanced loans guaranteed by foreign lenders 5.1 3,462,095,650 Syndicated term finance facility - secured 5.1 3,300,000,000 - From related party Loan form Fauji Foundation - unsecured 50,000,000 50,000, ,390,410,605 3,645,347,488 Less: Amount payable within 12 months shown as current portion 594,224,645 86,508,407 2,796,185,960 3,558,839,081 10

12 5.1 Syndicated loan from local banks was arranged during the period for the prepayment of refinanced loans guaranteed by foreign lenders amounting to Rs. 3,462,095,650/-. Syndicated loan is secured by mortgage and first charge ranking pari passu on all assets of the Company. Guarantees of the foreign lenders were terminated as a result of these prepayments. The loan is payable in six monthly equal installments over a tenure of six years and carries mark-up of six months KIBOR %. 31 December 30 June 5.2 Movement in this account during the period/year is as follows: Rupees Rupees Opening balance 3,645,347,488 4,325,877,564 Disbursements during the period/year 3,300,000, ,924,959 Repayments during the period/year (3,554,936,883) (1,324,961,225) Fair value adjustment of Foreign Exchange Risk Insurance Contract (329,493,810) Closing balance 3,390,410,605 3,645,347, December 30 June TRADE AND OTHER PAYABLES Creditors 20,438,111 45,651,260 Accrued liabilities 28,948,717 63,424,554 Retention money 10,391,213 10,818,692 Accrued fees and charges on long term finances - secured 2, ,723 Guarantee commission on refinanced loans - secured 76,001,607 Security deposits 26,927,020 25,462,020 Advances from customers 32,846,869 23,121,103 Workers' Profit Participation Fund 19,274,090 Sales tax payable 19,339,410 22,303,720 Other liabilities 28,419,434 5,195, ,587, ,475,377 11

13 7. SHORT TERM BORROWING - SECURED The company has obtained running finance facility of Rs. 500 million (June 2004: Nil) from United Bank Limited. The facility is secured through first charge ranking pari passu by way of hypothecation over the present and future assets of the Company (excluding land and building) and carries mark-up of three months KIBOR % of the utilized amount. 8. CONTINGENCIES AND COMMITMENTS 8.1 Contingencies There is no change in the contingent liabilities or contingent assets as reported in the annual accounts for the year ended June 30, Commitments a] The company has opened Letters of Credit for the import of machinery, spare parts and coal valuing Rs million (June 2004: Rs million). b] Capital commitments amounted to Rs million (June 2004: Rs million) in respect of expansion of production capacity of the plant. 31 December 31 December Note PROPERTY, PLANT AND EQUIPMENT Opening book value 4,386,945,532 4,581,054,157 Additions during the period ,167,598 19,099,329 Written down value of disposal 9.2 (376,703) (39,362) Depreciation for the period (123,746,657) (122,689,874) Closing written down value 4,592,989,770 4,477,424,250 Add: Capital work in progress 84,704, ,955,422 4,677,694,762 4,675,379,672 12

14 31 December 31 December Additions Plant, machinery and equipment 270,777,668 13,467,763 Building 51,102,068 Office equipment 630, ,209 Electrical equipment 834, ,657 Furniture and fixtures 167,629 34,700 Motor vehicles 6,557,310 3,952,000 Fire fighting instruments 97, ,167,598 19,099, Disposal Building 159,073 Motor vehicles 217,630 39, ,703 39,362 13

15 31 December Quarter Ended 31 December 31 December Six Months Ended 31 December COST OF SALES Raw material consumed: Opening stock 4,314,593 2,432,441 4,838,359 4,042,189 Purchases 34,901,233 31,602,783 67,856,194 58,512,076 Closing stock (5,823,946) (5,179,111) (5,823,946) (5,179,111) 33,391,880 28,856,113 66,870,607 57,375,154 Packing material consumed 33,395,372 37,668,985 72,603,388 78,487,475 Stores and spares consumed 1,566,108 1,003,265 2,793,896 2,289,206 Salaries, wages and benefits 20,036,804 19,546,498 39,825,720 34,738,983 Rent, rates and taxes 283, , , ,608 Insurance 5,445,729 2,501,738 10,569,079 6,587,251 Fuel consumed 173,566, ,679, ,329, ,873,846 Power 85,074,592 76,590, ,583, ,655,154 Depreciation 62,097,695 60,774, ,936, ,297,877 Repairs and maintenance 10,846,711 6,385,860 19,893,218 19,936,926 Printing and stationery 143, , , ,513 Traveling and entertainment 1,221, ,907 2,363,311 1,705,904 Technical assistance 835, ,480 Communication, establishment and other expenses 2,083,733 1,388,190 3,205,118 3,241, ,153, ,399, ,634, ,419,637 Add: Opening work-in-process 24,593,621 15,807,597 27,760,995 5,816,672 Less: Closing work-in-process (42,369,197) (39,892,944) (42,369,197) (39,892,944) Cost of goods manufactured 411,378, ,314, ,026, ,343,365 Add: Opening finished goods 20,908,370 37,387,276 18,614,892 31,996,253 Less: Closing finished goods (35,015,890) (34,664,239) (35,015,890) (34,664,239) Cost of sales 397,270, ,037, ,625, ,675,379 14

16 11. Earning per share 31 December Quarter Ended 31 December 31 December Six Months Ended 31 December Basic Profit after taxation 120,898, ,613, ,141, ,908,882 Weighted average number of ordinary shares outstanding during the period (Numbers) 370,743, ,743, ,743, ,743,048 Earnings per share -basic Diluted Profit after taxation 120,898, ,613, ,141, ,908,882 Weighted average number of ordinary shares and convertible preference shares outstanding during the period (Numbers) 419,442, ,442, ,442, ,442,235 Earnings per share -diluted RELATED PARTY TRANSACTIONS The Company is a subsidiary of Fauji Foundation, therefore all subsidiaries and associated undertakings of Fauji Foundation are related parties of the Company. Other related parties comprise directors, key management personnel, entities over which the directors are able to exercise influence and employees' fund. Transaction with related parties, other than remuneration and benefits to key management personnel under the terms of their employment are as follows: 15

17 Six Months Ended 31 December 31 December Fauji Foundation - Sale of cement 4,117, ,199 - Interest paid on long term finance 1,510,262 - Payments for use of medical facilities 3, ,199 - Advances paid on account of clearance of shipments 10,920,000 27,500,000 - Settlement of expenses incurred on behalf of the Company 2,605,153 Employees' Provident Fund 1,417,638 1,317,271 The Company has policy whereby transactions with related parties are entered into at arm's length prices determined generally in accordance with Comparable Un-controlled Price Method. 13. DATE OF AUTHORIZATION FOR ISSUE These financial statements were authorized for issue by the Board of s of the Company on 23 February GENERAL 14.1 Figures have been rounded off to the nearest Rupee Due to revision of the 4th Schedule to the Companies Ordinance, 1984 by the Securities and Exchange Commission of Pakistan vide SRO. 589(1)/2004 dated July 5, 2004, previous period's figures have been rearranged and/or reclassified, wherever necessary, for the purpose of comparison. Chief Executive 16

Condensed Interim Balance Sheet. Condensed Interim Profit and Loss Account. Condensed Interim Statement of Comprehensive Income

Condensed Interim Balance Sheet. Condensed Interim Profit and Loss Account. Condensed Interim Statement of Comprehensive Income Contents F C C L 1 3 4 5 6 8 9 10 11 12 Company Information Directors' Review Independent Auditors' Report to the Members on Review of Condensed Interim Financial Information Condensed Interim Balance