2013 ANNUAL REPORT Fazal Cloth Mills Limited
2013ANNUAL REPORT
Fazal Cloth Mills Limited
Contents
01Annual Report 2013
Directors' Report
Consolidated Balance Sheet
Consolidated Profit and Loss Account
Consolidated Statement of Comprehensive Income
Consolidated Cash Flow Statement
Consolidated Statement of Changes in Equity
Notes to the Consolidated Financial Statements
Pattern of Shareholding of Shareholders
Pattern of Shareholding As Per Requirements
of Code of Corporate Governance
Form of Proxy
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Corporate
Company Information
Corporate Vision and Mission Statement
Statement of Ethics
Corporate Values and Code of Conduct
Notice of Meeting
Directors' Report
Statement of Compliance with the Code of Corporate Governance
Review Report to the Members on Statement of Compliance with Best Practices
of Code of Corporate Governance
Financial Statements of Fazal Cloth Mills Limited
Auditors' Report to the Members
Balance Sheet
Profit and Loss Account
Statement of Comprehensive Income
Cash Flow Statement
Statement of Changes in Equity
Notes to the Financial Statements
Consolidated Financial Statements of Fazal Cloth Mills Limited
Board of Directors Sh. Naseem Ahmad Chairman & Chief Executive OfficerMrs. Mahnaz Amir SheikhMr. Rehman Naseem Mr. Fazal Ahmad Sheikh Mr. Faisal AhmadMr. Fahd MukhtarMr. Jamal Nasim Nominee NIT Ltd.
Audit Committee Mr. Rehman Naseem ChairmanMrs. Mahnaz Amir Sheikh MemberMr. Faisal Ahmad Member
Human Resource andRemuneration Committee Mr. Faisal Ahmad Chairman
Mrs. Mahnaz Amir Sheikh MemberMr. Rehman Naseem Member
Company Secretary Mr. M.D. KanwarChief Financial Officer Mr. Faizan-ul-HaqAuditors KPMG Taseer Hadi & Co., Chartered Accountants
Bankers Habib Bank LimitedUnited Bank LimitedMCB Bank LimitedAskari Bank LimitedNational Bank of PakistanSoneri Bank LimitedAllied Bank LimitedMeezan Bank LimitedFaysal Bank LimitedStandard Chartered Bank Pakistan LimitedBank Al-Falah LimitedDubai Islamic Bank Pakistan LimitedBarclays Bank PLC, PakistanSaudi Pak Industrial and Agricultural Investment Company LimitedThe Bank of PunjabThe Bank of KhyberHabib Metropolitan Bank LimitedSamba Bank LimitedPak Kuwait Investment Company (Pvt) LimitedPak Brunei Investment Company LimitedPak Oman Investment Company LimitedNIB Bank LimitedKASB Bank LimitedSilk Bank Limited
Head Office &Shares Department: 129/1 Old Bahawalpur Road, Multan.
Phone: (92) 61-4587632, 4781637 Fax: (92) 61-4541832, 4583425e-mail: [email protected]: www.fazalcloth.com
Shares Registrar: Vision Consulting Ltd.3-C, LDA Flats, Lawrence Road, LahorePhone: (92) 42-36375531, 36375339 Fax: (92) 42-36374839
Registered Office: 69/7, Abid Majeed Road, Survey No. 248/7, Lahore Cantt, Lahore.Phone: (92) 42-36684909
Mills: i) Fazal Nagar, Jhang Road, Muzaffargarh - Pakistan Ph. (92) 66-2422216-18 Fax: (92) 66-2422217
ii) Qadirpur Rawan Bypass, Khanewal Road, Multan - PakistanPh. (92) 61-6740041-43, Fax : (92) 61-6740052
Company Information
02 Fazal Cloth Mills Limited
Corporate Vision / Mission Statement
Vision
The Company aims at becoming a Complete Textile unit, which can explore local and international market of very
high value products. The Company would keep its emphasis on product and market diversification, value addition
and cost effectiveness. We want to fully equip the Company to play a meaningful role on the sustainable basis in
the economic development of the Country.
Mission
The Company should provide a secure and rewarding investment to its shareholders and investors, quality
products to its customers, a secure place of work to its employees and an ethical partner to all its business
associates.
03Annual Report 2013
INTRODUCTION
The Company's policy is to conduct business with honesty and integrity and be ethical in all its dealing, showing respect for the interest of those with whom it has relationships.
EMPLOYEES
1. This Code of Ethics is established on the basis that unless a limitation is specifically stated the objectives and fundamental principles are equally valid for all employees, whether they are at mills or at head office.
2. An employee is distinguished by certain characteristics including :
2.1 Master of particular intellectual skill, acquired by training and education.2.2 Acceptance of duty to society as a whole in addition to duties to the organization and employer.2.3 Rendering personal services to a high standard of conduct and performance.
3. The specialized knowledge, skills, training and experience required to be a proficient employee.
4. The efforts of the services of superiors to train those working directly and indirectly under them would be appreciated.
THE PUBLIC INTEREST
5. A distinguishing mark of a profession is acceptance of its responsibility to the organization. The organization is responsible towards customer, credit grantors, governments, employees, investors, the business and financial community and others who rely on the objectivity and integrity of the organization to maintain the orderly functioning of commerce and industry. This reliance imposes a public interest responsibility on the organization. The public interest is defined as the collective well being of the community of people and institution served by the organization.
6. An organization's responsibility is not exclusively to satisfy the needs of an individual customer or director. The standards of service are heavily determined by the public interest for example:
6.1 Transparent dealings help to maintain the integrity and efficiency of the Organization presented to the shareholders, financial institutions, customers, employees, government regulations and tax authorities. The transparent dealings would help to secure loans and to obtain capital from share holders.
6.2 Financial planning serves in efficient and effective use of the organization's resources.6.3 Internal auditors provide assurance about a sound internal control system, which enhances the reliability of the
external financial information of the organization.6.4 Directors help to establish confidence and efficiency for fair resolution Organization's affairs. 6.5 Management has responsibility toward the organization in advocating sound management decision making.
7. The organization has an important role towards society, shareholders, creditors, employees and other sectors of the business community, as well as the government and the public at large for sound financial accounting, reporting effective financial management and variety of business and taxation matters. Sound business practices of the organization have an impact on the economic well being of the country.
8. It is in the best interest of the organization that services are provided at the highest level of performance and in accordance with ethical standards to ensure continued good performance.
9. In formulating this code of ethics, the Board of Directors has considered the public service and employees expectations of the ethical standards of the organization.
OBJECTIVES OF THE ORGANIZATION
10. The code recognizes that the objectives of the organization are to work to highest standards of professionalism, to attain the highest levels of performance and generally to meet the interested group requirements set out above. These objectives require four basic needs to be met:
Statement of Ethics
04 Fazal Cloth Mills Limited
10.1 CredibilityIn the whole society there is a need for credibility in information and information systems.
10.2 ProfessionalismThe customers, employees and other interested parties can rely on the professionalism of the organization.
10.3 Quality of ServicesThere is a need for assurance that all services provided are carried out to the highest standards of performance.
10.4 ConfidenceInterested groups should be able to feel confident that there exists a framework of professional ethics, which governs the provision of services provided by the organization to the community and the country.
FUNDAMENTAL PRINCIPLES
11. In order to achieve the objectives of the organization, employer and employees have to observe a number of prerequisites or fundamental principles.
The fundamental principles are:
11.1 IntegrityAn interested group connected with the organization should be straight forward and honest in performing professional services.
11.2 ObjectivityThe organization should be fair and should not allow prejudice or bias or influence of other to override objectivity.
11.3 Professional Competence, Due Care and TimelinessAn organization should perform and provide goods and services with due care, competence and diligence and has a continuing duty to maintain a level required to ensure that a customer or an employee receives goods and service based on up to date product line. Further all industrial obligations should be adhered to for timely compliance.
11.4 ConfidentialityThe organization should respect the confidentiality of information acquired during the course of providing goods and services and should not use or disclose any such information without proper and specific authority or unless there is a legal or professional right or duty to disclose.
11.5 Organizational BehaviourThe organization should act in a manner consistent with the good reputation of the industry and refrain from any conduct, which might bring discredit to the company.
11.6 Technical StandardsThe organization should provide goods and services in accordance with the relevant technical and professional standards. The organization has a duty to carry out with care and skill, the instructions of the customers in so far as they are compatible with the requirements of commercial trade practice. In addition they should conform with the technical and professional standards promulgated by:
– PCSIR (Pakistan Council for Scientific & lndustrial Research) – International Standards– Relevant Legislation
12. In addition to observing the fundamental principles listed above; the organization should be and appear to be free of any interest, which might be, regarded, whatever its actual effect, as being incompatible with integrity, objectivity and independence.
13. The objectives as well as the fundamental principles are of a general nature and are not intended to be used to solve the organization's ethical problems in a specific case. However, the code provides some guidance as to the application in practice of the objectives and the fundamental principles with regard to a number of typical situations occurring in the industrial process and company procedure.
05Annual Report 2013
The Company has adopted the following corporate values:
• To fulfill customer needs by producing quality products;
• To act with good governance;
• To achieve sustainable and equitable growth;
• To promote diversity and ethical behavior;
• To develop a dynamic team of professionals to achieve excellence and innovation.
Fazal Cloth Mills Limited ("the company") promulgated the code of conduct ("the Code") on October 05, 2012. The Company is
committed to maintain the highest level of ethical conduct among its directors and employees. Therefore separate codes were
framed for directors and employees, which include the acceptable business practices, source of guidance and principles of behavior.
Salient Features for the Code of Conduct for Directors
Compliance with LawsDirectors must comply with the laws, rules and regulations applicable to business of the Company in and outside Pakistan.
Conflict of interestA conflict of an interest is a situation where a director would be in a position to make personal gains by influencing the decision
making. Conflict of interest might not be easily identifiable. Whenever a director feels that the conflict of interest exists, he should
inform about it to the chairman of the Board of Directors.
Corporate OpportunityDirectors should not use the Company's property, information and their position for personal benefit. He should not establish
competing business and divert the Company's business opportunities for personal gains.
ConfidentialityDirectors must always maintain confidentially of the confidential information. He should not make public such information which
would harm the interests of the Company. He should consult with Chairman of the Board or compliance officer if he has to disclose
any information due to his legal obligation.
Fair DealingA director must deal with all the stakeholders of the Company fairly. He should not provide unfair advantage to any customer,
supplier, banker etc. due to his position.
Protection and Proper Use of the Company AssetsDirectors should ensure that all assets of the Company must be used for the benefit of the Company. They are required to exercise
best of their abilities and judgment to put the assets of the company for efficient use and benefit of the Company.
Reporting any Illegal or Unethical BehaviorA director must inform the Compliance officer or chairman of the Board of Directors if he finds any employee or other director
committing the violation of the Code and any law of the land. He should take all possible measures which could help prevent illegal or
unethical behavior of fellow directors or employees.
Public Company ReportingDirectors are responsible for the timely and accurate reporting to the SECP, FBR, stock exchanges and other regulatory bodies. They
Corporate Values & Code of Conduct
06 Fazal Cloth Mills Limited
should make possible that the financial statements of the Company are published and circulated among shareholders in time.
Disclosure of Interest The directors should disclose their interest in the shareholding of other companies. They must inform within four days to the
Company Secretary if any director or his spouse trades in the shares of the other Company.
Insider TradingNo director or his spouse will transact in the shares of the Company after the start of close period. The Company secretary will inform
about the close period that will start when the documents and financial statements are circulated among the directors. Directors
should also inform the Company Secretary immediately about transactions performed by them and their spouse in the shares of the
Company other than close period.
Salient Features for the Code of Conduct for Employees
SafetyThe Company is highly concerned with the safety of both employees and non-employees on its premises and maintains standard
operating procedures in case of emergencies. All the employees must follow these procedures and are required to inform their
seniors in case of any mishap.
Fitness for DutyAn employee should be mentally and physically fit when he is on work. He should not use any drugs. Even if he is using any
prescribed medicine which might affect his performance at work he should inform about it to his senior.
Attendance Report An employee should have contact information of his senior and inform him if he is not able to report on work.
Work Place Harassment and DiscriminationThe Company treats all its employees equally and maintains an environment free from workplace harassment and discrimination.
The policy of equal treatment applies to hiring, career prospects, promotions, training, remuneration and dismissal as well.
EnvironmentAll the employees are required to promote culture of environmental protection among employees, customers, suppliers, public
authorities and communities. They must use the Company's facilities and processes in an environmentally sustainable way.
Workplace ViolenceEmployees must restraint themselves from any form of violence at the Company premises otherwise he will be terminated from his
job.
Weapons in WorkplaceAll the employees, other than those who are authorized, cannot carry any weapon whether on or off duty if they are using premises,
vehicle or any other property of the Company.
Protection and proper use of the Company Assets Employees should ensure that all assets of the Company must be used for the benefit of the Company. They are required to exercise
best of their abilities and judgment to put the assets of the company for efficient use and benefit of the Company.
Computer and System SecurityAll the employees of the Company are required to use computer and information technology system of the Company according to
the Company information technology policy and guidelines.
07Annual Report 2013
Fair Dealing
All employees must deal with all the stakeholders of the Company fairly. He should not provide unfair advantage to any customer,
supplier, banker etc. due to his position.
BriberyThe payment of bribery and kickbacks in any form is strictly prohibited because the Company does not allow anyone to promote its
business by compromising the integrity and ethical practices.
Confidential InformationAll the employees must keep the company information on its premises and should not make copies of documents, papers,
statements and record for an unauthorized use. Employees are not permitted to share the information about Company business
outside the Company unless authorized.
Regulatory Compliance and Corporate governance The company maintains an environment of good governance. All the employees are required to follow the Company's policies, rules
and regulations.
Financial IntegrityNo employee should indulge himself in any fraudulent activity. If he believes and finds anyone engaged in a fraudulent activity he
should inform about it to his seniors.
Alcohol, Drugs and Gambling The use of alcohol, drugs, other than for medication, and gambling is prohibited on the location or premises of the Company.
Insider TradingNo employee or his spouse will transact in the shares of the Company after the start of close period prior to the announcement of
financial results. Employees categorized as executives according to the requirements of Code of Corporate Governance 2012 should
also inform the Company Secretary immediately about transactions performed by them and their spouse in the shares of the
Company other than close period.
Audit Committee
Members
1. Mr. Rehman Naseem Chairman
2. Mrs. Mahnaz Amir Sheikh Member
3. Mr. Faisal Ahmad Member
Terms of ReferenceThe terms of reference of the Audit Committee shall include the following:
A. Recommending to the Board of Directors the appointment of external auditors, their remuneration and audit fees;
B. Determination of appropriate measures to safeguard the Company's assets;
C. Review of quarterly, half-yearly and annual financial statements of the Company, prior to their approval by the Board of
Directors, focusing on:
• Major judgmental areas;
• Significant adjustments resulting from the audit;
• The going concern assumption;
• Any changes in accounting policies and practices;
• Compliance with applicable accounting standards;
• Compliance with listing regulations and other statutory and regulatory requirements; and
• Significant related party transactions.
08 Fazal Cloth Mills Limited
D. Review of preliminary announcements of results prior to publication;
E. Facilitating the external audit and discussion with external auditors of major observations arising from interim and final
audits and any matter that the auditors may wish to highlight (in the absence of management, where necessary);
F. Review of management letter issued by external auditors and management's response thereto;
G. Ensuring coordination between the internal and external auditors of the Company;
H. Review of the scope and extent of internal audit and ensuring that the internal audit function has adequate resources and
is appropriately placed within the Company;
I. Consideration of major findings of internal investigations of activities characterized by fraud, corruption and abuse of
power; and management's response thereto;
J. Ascertaining that the internal control systems including financial and operational controls, accounting systems for timely
and appropriate recording of purchases and sales, receipts and payments, assets and liabilities and the reporting structure
are adequate and effective;
K. Review of the Company's statement on internal control systems prior to endorsement by the Board of Directors and
internal audit reports;
L. Instituting special projects, value for money studies or other investigations on any matter specified by the Board of
Directors, in consultation with the CEO and to consider remittance of any matter to the external auditors or to any other
external body;
M. Determination of compliance with relevant statutory requirements;
N. Monitoring compliance with the best practices of corporate governance and identification of significant violations thereof;
and
O. Consideration of any other issue or matter as may be assigned by the Board of Directors.
Human Resource & Remuneration (HR & R) Committee
Members
1. Mr. Faisal Ahmad Chairman
2. Mrs. Mahnaz Amir Sheikh Member
3. Mr. Rehman Naseem Member
Terms of ReferenceThe Human Resource and Remuneration Committee was constituted on October 05, 2012 and its terms of reference were defined
as follows:
The Committee shall be responsible for recommending the following to the Board: -
• Human resource management policies
• Selection, evaluation, compensation (including retirement benefits) and succession planning of the Chief Executive Officer,
Chief Financial Officer, Company Secretary and Head of Internal Audit.
• Key management positions who directly report to CEO.
09Annual Report 2013
Notice is hereby given that the 48th Annual General Meeting of the Shareholders of the Company M/S. FAZAL CLOTH MILLS LIMITED will be held on Thursday, the 31st day of October, 2013 at 11:00 a.m. at 129/1, OLD BAHAWALPUR ROAD, MULTAN to transact the following business:
ORDINARY BUSINESS1. To confirm the minutes of the last Extra Ordinary General Meeting of the Company held on 29-01-2013.
2. To receive, consider and adopt the Audited Accounts of the Company for the year ended 30th June, 2013 together with the Auditors' and Director's Report thereon.
3. To consider and approve payment of final Cash Dividend for the year ended 30th June 2013 at the rate of Rs.2.50 (Rupees Two and Paisa Fifty Only) per Ordinary Share of Rs.10.00 each (25%) as recommended by the Board of Directors.
4. To appoint External Auditors of the Company for the Financial Year Ending 30th June, 2014 and fix their remuneration. M/s. KPMG Taseer Hadi & CO., Chartered Accountants, Lahore, External Auditors of the Company retired and being eligible offer themselves for re-appointment.
SPECIAL BUSINESS5. To consider and approve issuance of Bonus Shares in proportion of 1 bonus share for every 5 ordinary shares held i.e. 20 % as recommended
by the Board of Directors.
6. The Directors have recommended to consider and if thought fit to pass with or with-out modification the following resolution as Ordinary Resolution:
“RESOLVED that a sum of Rs.50,000,000.00 out of the free reserves of the Company be capitalized and applied towards the issue of 5,000,000 ordinary shares of Rs.10/- each, to be allotted as bonus shares in proportion of 1 bonus share for every 5 existing ordinary shares held by the members who are registered in the books of the Company as on 25th October 2013, and that such new shares shall rank pari passu in all respects with the existing ordinary shares of the Company”.
“Members entitled to fractions of shares as a result of their holding either being less than 5 Ordinary Shares or in excess of an exact multiples of 5 Ordinary Shares be given the sale proceeds of their fractional entitlements for which purpose the fractions be considered and sold in the stock exchange. For the purpose of giving effect to the foregoing, Mr. M.D. KANWAR, Company Secretary be and is hereby authorized to take all necessary actions under the law and file necessary returns, documents, as required under the provisions of Companies Ordinance, 1984 and to settle any questions or difficulties that may arise in the distribution of the said bonus shares or in the disposal of fractions and payment of proceeds thereof”.
7. To discuss the matter and seek approval of the shareholders of the following resolutions, with or without modifications, in compliance with section 208 of the Companies Ordinance, 1984, regarding investment of Rs. 1,900 (M) in Associated Company Fatima Energy Ltd:
“Resolved to make an investment approximately up to Rs.1,900,000,000/- (Rupees One Billion and Nine Hundred million only) within a period of three years in the form of an advance, which is to be used to acquire equivalent ordinary shares of Rs. 10/- each, as recommended by the Board of Directors, in FATIMA ENERGY LTD, an associated undertaking of the Company having its Plant at SANAWAN, Tehsil Kot Addu, District Muzaffargarh. This investment will represent 30% of the total equity of Fatima Energy Ltd (equivalent to US $ 17.610 Million or Rupees 1.900 Billion. The Rupee amount may change due to exchange rate fluctuation). The Company will charge markup until the date, shares are issued against the advance. The proposed investment shall comply with the requirements of section 208 of the Companies Ordinance, 1984”.
8. “RESOLVED THAT the compliance of section 172 of the Companies Ordinance, 1984 be made by filing Form 26 with the Joint Registrar of Companies, Securities & Exchange Commission of Pakistan, LAHORE for registration”.
“FURTHER RESOLVED THAT Mr. M.D KANWAR, Company Secretary singly be and is hereby authorized to take all such steps as may be necessary or incidental for complying with mandatory requirements of the law in connection with the above Ordinary/Special Resolutions on behalf of the Company”.
9. To transact any other business with the permission of the Chairman. BY ORDER OF THE BOARD
Sd/-MULTAN. ( M.D KANWAR )Dated: 05th October, 2013. Company Secretary
Notice of Meeting
10 Fazal Cloth Mills Limited
NOTES.
BOOK CLOSURE FOR ORDINARY SHARES
I. The Share Transfer Books of the Company will remain closed from 26th October, 2013 to 03rd November, 2013 (both days inclusive).
BOOK CLOSURE FOR THE ENTITLEMENT OF DIVIDEND @14.56% FOR THE YEAR ENDED 30TH JUNE 2013 AND @11.59% FOR PERIOD ENDED 31ST OCT 2013 ON PREFERENCE SHARES (NON VOTING)
II. The share transfer Books of preference shares (non voting) of the Company will remain closed from 26th October, 2013 to 31st October, 2013 (both days inclusive) for entitlement of preference Dividend @ 14.56% per annum with effect from 1st July, 2012 to 30th June, 2013 and @ 11.59% for the period from 1st July 2013 to 31 October 2013. Physical transfers/CDS Transactions IDs received at Company's Share Department at 129/1 Old Bahawalpur Road, MULTAN or Company's Share Registrar VISION CONSULTING LIMITED, 3-C, LDA Flats, Lawrence Road, LAHORE at the close of business on 25th October, 2013 will be treated in time for entitlement purpose of preferred Dividend. The preference shareholders are not entitled to attend meeting.
III. A member entitled to attend and vote at the meeting may appoint another member as his/her proxy to attend and vote instead of him/her. A corporate Body being a member of the Company may appoint its proxy either under its seal or under the hand of any officer or attorney duly authorized. The instrument of appointing proxy must be deposited with Company's Share Department at 129/1 Old Bahawalpur Road, MULTAN or Company's Share Registrar VISION CONSULTING LIMITED, 3-C, LDA Flats, Lawrence Road, LAHORE not later than 48 hours before the time of meeting.
IV. CDC Account holders will further have to follow the under mentioned guidelines as laid down by the Securities and Exchange Commission of Pakistan:-
a. For attending the meetingIn case of individuals, the account holders or sub-account holders whose registration details are uploaded as per regulations shall authenticate their identity by showing their original National Identity Cards (NIC) or original Passport at the time of attending the meeting.
In case of corporate entities, the Board of Directors' resolution/power of attorney with specimen signature of the nominees shall be produced (unless it has been provided earlier) at the time of the meeting.
b. For appointing proxies• In case of individuals, the account holders or sub-account holders whose registration details are uploaded as per regulations
shall submit the proxy form as per the above requirements.• The proxy form shall be witnessed by two persons whose names, addresses and NIC numbers shall be mentioned on the
form.• Attested copies of NIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.• The proxies shall produce their original NIC or original passport at the time of meeting.• In case of corporate entities, the Board of Director' resolution/power of attorney with specimen signature of the person
nominated to represent and vote on behalf of the corporate entity, shall be submitted (unless it has been provided earlier) along with proxy form to the Company.
V. Shareholders are requested to promptly notify any change in their addresses.
11Annual Report 2013
STATEMENT UNDER SECTION 160(1)(b) OF THE COMPANIES ORDINANCE, 1984 REGARDING SPECIAL BUSINESS
BONUS SHARES – ITEM NO. 5 – 6 OF THE NOTICEThe present Capital base of the Company needs to be expanded to meet the future growth and expansion needs of business. It will not only improve Company’s leverage position but will also enable the management to increase the paid up capital of the Company. Directors have no interest whatsoever in the matter except as shareholders.
INVESTMENT IN ASSOCIATED UNDERTAKING (FATIMA ENERGY LIMITED) – ITEM NO. 7 & 8 OF THE NOTICE. Fatima Energy Limited, which is public unquoted company engaged in the business of generation of electricity, is an associated company of Fazal Cloth Mills Limited (the “Company”) by virtue of common directorship and shareholding. Management of the Company is hopeful that this would be a good investment and can pay healthy return in shape of mark up and dividends.
In Compliance of Companies (Investment in Associated Companies and Associated Undertakings) Regulation, 2012 the following information is required to be annexed with the special resolution for approval of the investment for the purpose of Section 208 of the Companies Ordinance.
UNDERTAKINGIn respect of proposed investment of Rs.1.9 Billion in M/s. Fatima Energy Ltd, your Directors declare that they have carried out necessary due diligence based on their experience and professional judgment.
ADVANCE
(i) Name of Investee Company: Fatima Energy LimitedRegistration No and date: 0047770, Dated: 22.06.04Registered Office Address: E-110, Khyaban-e-Jinah LahoreAuthorized Share capital: Rs. 10 (M) Paid up Capital: Rs. 350,000
Shareholders:
Sr. No. Name of shareholder No. of Shares
1. Mr. Fawad Ahmed Mukhtar 5,000
2. Mr. Fazal Ahmed Sheikh 5,000
3. Mr. Faisal Ahmed Mukhtar 5,000
4. Mrs. Ambreen Fawad 5,000
5. Mrs. Fatima Fazal 5,000
6. Mrs. Farah Faisal 5,000
7. Mr. Iftikhar Baig 5,000
Investee Company is an associated company of the Company as it, inter alia, has the following common directors:
Mr. Fazal Ahmed SheikhMr. Faisal Ahmed Mukhtar
(ii) Amount of loans or advances; Rs 1.9 Billion advance for shares of Investee Company which will be given with-in the period of three years
(iii) Purpose of loans or advances and benefits likely to accrue to the investing company and its members from such loans or advances;
Fazal Cloth Mills Limited (“FCML”), Fatima Sugar Mills Limited (“FSML”), along with Reliance Weaving Mills Limited (“RWML”) (collectively the “Sponsors”) - group companies of the Fatima Group (“Fatima Group”), intends to set up a 120 MW co-generation power project (“the Project”), through Fatima Energy Limited (“FEL”), a special purpose company, based on bagasse and imported coal. Out of the total weighted average net capacity of 100.53 MW, electricity will be sold directly to the Fatima Group companies as per their requirements. Main benefit of such investment is to supply the Company, electricity without any interruption which will boost profitability of the company because company is using alternative power generation sources which cost approx. Rs. 26/- per unit. On the other hand WAPDA already is suffering from 4,000
12 Fazal Cloth Mills Limited
MW shortfalls and costing to Rs. 16/- approx. per unit after recent tariff hike. That is why management of Fatima Group initiated such step to avoid enslavement on WAPDA.
Company will be benefited as it will earn mark up until shares are issued against its investment and also benefit in the form of Dividends once shares are issued.
(iv) In case any loan has already been granted to the said associated company or associated undertaking, the complete details thereof;
NA
(v) Financial position, including main items of balance sheet and profit and loss account of the associated company or associated undertaking on the basis of its latest financial statements;
LIABILITIES Rs.Paidup capital 0.35 (M)Accumulated profit/(Loss) (4.70) (M)Loans from related parties 248.50 (M)Markup payable to related parties 48.10 (M)Other payable 2.50 (M)
Total 294.80 (M)ASSETSProperty & Equipment 293.90 (M)Prepayments, cash & bank balance 0.90 (M)
Total 294.80 (M)
Profit & (Loss) as at 30.06.12 (3.40) (M)
(vi) Average borrowing cost of the investing company or in case of absence of borrowing the Karachi Inter Bank Offered Rate for the relevant period; KIBOR + 1.25%
(vii) Rate of interest, mark up, profit, fees or commission etc. to be charged; 2.5% above KIBOR
(viii) Sources of funds from where loans or advances will be given; Retained earnings and cash flow of the Company during three years
(ix) Where loans or advances are being granted using borrowed funds,- NA
(I) Justification for granting loan or advance out of borrowed funds;NA
(II) Detail of guarantees / assets pledged for obtaining such funds, if any; and NA
(III) Repayment schedules of borrowing of the investing company;NA
(x) Particulars of collateral security to be obtained against loan to the borrowing company or undertaking, if any; N/A, as the investment is an advance for shares
(xi) If the loans or advances carry conversion feature i.e. it is convertible into securities, this fact along with complete detail
13Annual Report 2013
including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; Total investment amount will be converted into shares of Investee Company. Shares will be issued as soon as the company proceeds to a rights issue. Until that time, mark up will be charged on the investment. Fazal Cloth Mills Ltd. will purchase the shares of M/s. Fatima Energy Ltd. maximum @ Rs. 10/- per share against entire outstanding amount. Conversion will take place post financial close of Project and will continue until the Project begins commercial operations.
(xii) Repayment schedule and terms of loans or advances to be given to the investee company;Total investment amount will be converted into shares of Investee Company. Shares will be issued as soon as the company proceeds to a rights issue. Until that time, markup will be charged on the investment.
(xiii) Salient feature of all agreements entered or to be entered with its associated company or associated undertaking with regards to proposed investment; Draft attached
(xiv) Direct or indirect interest of directors, sponsors, majority shareholders and their relatives, if any, in the associated company or associated undertaking or the transaction under consideration; The Directors are sponsors of the investee Co.
(xv) Any other important details necessary for the members to understand the transaction; and NA
(xvi) In case of investment in a project of an associated company or associated undertaking that has not commenced operations, in addition to the information referred to above, the following further information is required, namely,-
a. A description of the project and its history since conceptualization;Project Information Memorandum is attached herewith.
b. Starting date and expected date of completion;
Construction starting date November 01, 2013Completion of work date (TENTATIVE) Early, 2016
c. Time by which such project shall become commercially operational;
Commercial Operation Date (TENTATIVE) Early, 2016
d. Expected return on total capital employed in the project; andThe rate of return of 16% in case of coal generation and 18% in case of generation on bagasse.
e. Funds invested or to be invested by the promoters distinguishing between cash and non-cash amountsTotal Cash
EQUITY
(i) Name of Investee Company: Fatima Energy Limited
Registration No and date: 0047770, Dated: 22.06.04Registered Office Address: E-110, Khyaban-e-Jinah LahoreAuthorized Share capital: Rs. 10 (M) Paid up Capital: Rs. 350,000
14 Fazal Cloth Mills Limited
Shareholders:
Investee Company is an associated company of the Company as it, inter alia, has the following common directors:
Mr. Fazal Ahmed SheikhMr. Faisal Ahmed Mukhtar
(ii) Purpose, benefits and period of investment;
Fazal Cloth Mills Limited (“FCML”), Fatima Sugar Mills Limited (“FSML”), along with Reliance Weaving Mills Limited (“RWML”) (collectively the “Sponsors”) - group companies of the Fatima Group (“Fatima Group”), intends to set up a 120 MW co-generation power project (“the Project”), through Fatima Energy Limited (“FEL”), a special purpose company, based on bagasse and imported coal. Out of the total weighted average net capacity of 100.53 MW, electricity will be sold directly to the Fatima Group companies as per their requirements. Main benefit of such investment is to supply the Company, electricity without any interruption which will boost profitability of the company because company is using alternative power generation sources which cost approx. Rs. 26/- per unit. On the other hand WAPDA already is suffering from 4,000 MW shortfalls and costing to Rs. 16/- approx. per unit after recent tariff hike. That is why management of Fatima Group initiated such step to avoid enslavement on WAPDA.
Company will be benefited as it will earn mark up until shares are issued against its investment and also benefit in the form of Dividends once shares are issued.
(iii) Maximum amount of investment; Rs. 1.9 Billion which will be given with-in the period of three years
(iv) Maximum price at which securities will be acquired; Rs. 10/- per share
(v) Maximum number of securities to be acquired; 190 (M) number of shares
(vi) Number of securities and percentage thereof held before and after the proposed investment; Presently Nil 0% & 190 (M) Shares, 30% after equity investment
(vii) In case of investment in listed securities, average of the preceding twelve weekly average price of the security intended to be acquired; NA
(viii) In case of investment in unlisted securities, fair market value of such securities determined in terms of regulation 6(1); Rs. (125.20) per share
(ix) Break-up value of securities intended to be acquired on the basis of the latest audited financial statements; Rs. (125.20) per share
Sr. No. Name of shareholder No. of Shares 1. Mr. Fawad Ahmed Mukhtar 5,000
2. Mr. Fazal Ahmed Sheikh 5,000
3. Mr. Faisal Ahmed Mukhtar 5,000
4. Mrs. Ambreen Fawad 5,000
5. Mrs. Fatima Fazal 5,000
6. Mrs. Farah Faisal 5,000 7. Mr. Iftikhar Baig 5,000
15Annual Report 2013
(x) Earning per share of the associated company or associated undertaking for the last three years; NA
(xi) Sources of fund from which securities will be acquired; Retained Earnings and cash flow of the Company during three years
(xii) Where the securities are intended to be acquired using borrowed funds,- NA
(I) Justification for investment through borrowings; and NA
(II) Detail of guarantees and assets pledged for obtaining such funds; NA
(xiii) Salient features of the agreement(s), if any, entered into with its associated company or associated undertaking with regards to the proposed investment; Enclosed
(xiv) Direct or indirect interest of directors, sponsors, majority shareholders and their relatives, if any, in the associated company or associated undertaking or the transaction under consideration; The Directors are sponsors of the investee Co.
(xv) Any other important details necessary for the members to understand the transaction; NA
(xvi) In case of investment in securities of a project of an associated company or associated undertaking that has not commenced operations, in addition to the information referred to above, the following further information, is required, namely,-
(I) A description of the project and its history since conceptualization; Project Information Memorandum is attached herewith.
(II) Starting date and expected date of completion; Construction starting date November 01, 2013Completion of work date (TENTATIVE) Early, 2016
(III) Time by which such project shall become commercially operational; Commercial Operation Date (TENTATIVE) Early, 2016
(IV) Expected time by which the project shall start paying return on investment;Early, 2016
(V) Expected return on total capital employed in the project; and The rate of return of 16% in case of coal generation and 18% in case of generation on bagasse.
(VI) Funds invested or to be invested by the promoters distinguishing between cash and non-cash amountsTotal Cash
16 Fazal Cloth Mills Limited
Fatima Energy Limited
ProjectFatima Sugar Mills Limited (“FSML”), along with Fazal Cloth Mills Limited (“FCML”) and Reliance Weaving Mills Limited (“RWML”) (collectively the “Sponsors”) - group companies of the Fatima Group (“FGroup”), intends to set up a 120 MW co-generation power project (“the Project”), through Fatima Energy Limited (“FEL” or the “Company”), a special purpose company, based on bagasse and imported coal. The Project will be located at Sanawan, Tehsil Kot Adu, District Muzaffargarh in the province of Punjab, on approximately 62 acres of land adjacent to FSML.
The Project generation will be based on fuel mix of bagasse/biomass and imported coal, while ensuring that all requisite measures are in place to ensure that the Project is environmentally compliant. During 120 days of crushing season, bagasse being a by-product of sugar will be the primary fuel for the Project for power generation, which will be mainly procured from one of the Sponsors, i.e. FSML.
FEL has made a strategic decision to sell electricity to Bulk Power Consumers, instead of the national grid, in view of the growing viability posed by private sale of electricity. With the gradual elimination of subsidies (as envisioned under the new energy policy) and expected price hikes for inter alia industrial users, the tariff charged by the relevant DISCOs will increase – thereby enhancing viability of FEL's project.
The Company intends to enter into long term, private off-take arrangements with BPCs, both affiliates and non-affiliated companies, for the total weighted average net capacity of [100.53] MW. This weighted average net capacity of [100.53] MW shall be sold to BPCs throughout the year at 88% plant availability factor. FEL would supply the power generated at its facilities to the BPCs through a wheeling arrangement with MEPCO (using MEPCO's Network).
For BPCs that are weary of entering into a long term power purchase agreement FEL can devise short-term off-take arrangements. The off-take agreement to be executed between FEL and the BPC shall be structured such that (i) Energy Charge is paid to FEL on the basis of delivered electricity; and (ii) Capacity Charge is paid on the basis of available capacity, irrespective of whether the BPC off-takes or not, thus guaranteeing all of the Company's fixed costs. Furthermore, to secure the BPC's payment obligations they shall provide an SBLC (for an amount of x months of CPP) at COD which shall be drawn upon non-payment by the BPC.
The total cost for the Project is USD 234.72 million, which is expected to be financed in a debt to equity ratio of 70:30. The total debt which amounts to USD 164.304 million is intended to be raised through both local and foreign currency financing facilities.
The broad parameters of the Project are depicted below:
Project Capacity 118.8 MW
Net Capacity Non Crushing Season: 107.54 MW
Crushing Season: 88.78 MW
Annual Weighted Average Capacity: 100.53 MW
Project Location Sanawan, Tehsil Kot Adu, District Muzaffargarh, Punjab
Land Area 62 Acres
Construction Period 30 Months
Power Purchaser Bulk Power Consumers – affiliates (Fatima Group companies) and non-affiliated companies
EPC Contractor Shanghai Marine Diesel Engineering Research Institute, a subsidiary of China Shipbuilding Industry Corporation
Steam Turbines 2 x 60 MW condensing and extraction Siemens ST 600 EP steam turbines
Boilers 2 x 215 ton per hour Foster Wheeler (Spain) high temperature/pressure boilers
Total Project Cost * USD 234.72 million
Capital Structure 30% Equity (USD 70.416 million)and 70% Debt (USD 164.304 million)
Weighted Average Efficiency 28%
Annual Availability 88%
Levelized Tariff US Cents 12.214 per kWh or PKR 11.847per KWh (tariff is based on 100% local currency
(based on petition filed ) financing)*based on USD/PKR parity of 97
17Annual Report 2013
The SponsorsExpected shareholding structure of FEL is as follows:
FGroup Company Shareholding PercentageFatima Sugar Mills Limited 25%Fazal Cloth Mills Limited 30%Reliance Weaving Mills Limited 25%Others including IPO 20%
The main sponsor of the company/project is Fazal Cloth Mills Ltd. The Company was incorporated in 1966. At present, the company owns and operates 7 Spinning units comprising 216,792 Spindles, 1740 Rotors and 117 looms. 108 looms will be operational by the end of 2014. The company produces 6250 tons of Yarns and 2 million meters of fabric per month. All units have captive gas fired power generation with a capacity of 32.2 MW. The company provides employment to more than 4000 people.
FSML is a public limited company, belonging to the prestigious FGroup. FSML has enjoyed successful operations since 1988 and is primarily engaged in the production and sale of refined sugar with a current crushing capacity of 10,500 tons per day (“TPD”) and is moving towards achieving 15,000 TPD crushing capacity before start of commercial operations of FEL.
RWML, the flagship company of the FGroup was established in 1991. The principal business of the RWML is manufacture/sale of cotton yarn and grey woven fabrics. RWML has a production facility of 35,520 spindles (two units) and 296 looms (two units).
Key consolidated financials of the Sponsors for the year 2012 are as follow:
Particulars (USD Mn)Total Assets 377Shareholders' Equity 170Net Sales 341Gross Profit 44Long term debt to equity 22.78
FCML, RWML and FSML are group companies of FGroup. Please refer to “Annexure-A” for brief profile of FGroup.
EPC Arrangement
The Company has Engineering, Procurement and Construction (“EPC”) arrangement with Shanghai Marine Diesel Engineering Research Institute (“SMDERI” or the “EPC Contractor”).
SMDERI is a subsidiary of China Shipbuilding Industry Corporation (“CSIC”). CSIC is a major state-owned enterprise group and one of China's largest shipbuilding and energy equipment groups. CSIC has 43 industrial subsidiaries and 28 R&D institutes, with a workforce of 150,000. Furthermore, CSIC is an entity directly under the state government with state authorization for investment and capital management. The CSIC group has a total asset base of USD 38 billion; and in 2011 the total revenue of the CSIC group was USD 29 billion.
The Project shall be based on Spreader Stoker boiler technology for efficient burning of dual fuel, namely biomass and coal. Foster Wheeler of Spain will supply the boilers based on this technology. For the boiler combustion system, Detroit Stoker Company of USA has been selected for providing its special Rotograte System, which is considered as one of the best in the world. For steam turbines, Siemens Germany has been selected for supply of two full condensing/extraction steam turbines for the Project.
The Company is in the process of finalizing the terms and conditions of Operations and Maintenance arrangement, which is expected to be a comprehensive arrangement with a credible operator.
18 Fazal Cloth Mills Limited
Project Cost & Funding PlanThe breakup of the Project Cost is summarized as follows:
* Tentative foreign debt amount. Local debt amount will increase or decrease depending on the foreign debt arranged** Based on 100% local currency financing
In addition to the aforementioned funding plan, working capital facility of around USD 19 million (“WCF”) is envisaged to fund the costs corresponding to the long lead time associated with coal procurement, requirement for maintaining a minimum inventory, advance payments to the fuel supplier as well as limitations associated with shipment size, receivables, etc.
Levelized TariffThe generation tariff worked out is US Cents 12.214 per KWh. The proposed tariff of the Project will be based on minimum take or pay, and would consist of a two-part structure with a Capacity Charge (“CC”), payable based on the available capacity and an Energy Charge (“EC”), payable based on the energy actually dispatched.
The CC will cover fixed costs, such as Debt servicing, Return on Equity, Return on Equity during Construction, Fixed O&M, Insurance and Working Capital Financial Charges, whereas the EC will cover fuel cost (bagasse and coal) and Variable O&M. All components shall be appropriately indexed.
Project StatusAfter selection of EPC Contractor the Company filed an application for the grant of a generation license. The Company is in the process of developing a PPA to be signed with each BPC and a Electricity Wheeling Agreement to be signed with MEPCO for the supply and distribution of electricity to the BPCs.
Place: MULTAN. Sd/-Dated: 05th October, 2013 ( M.D KANWAR )
Company Secretary
1Based on 100% local currency financing
Sources
(USD Mn)
Uses
(USD Mn)
Senior Debt - 70% 164.304 EPC 173.62
- Foreign Debt* 53.30 Non EPC Costs 8.29 - Local Debt* 122.74 Custom Duties & Taxes 8.40
Project Development Cost 8.18 Equity - 30% 70.416 Insurance 2.34
Other costs 9.47
Interest during construction** 24.42 Total Sources 234.72 Total Project Cost 234.72
19Annual Report 2013
Annexure – A (Fatima Group Profile)
Established in 1936, the success story of FGroup is spread over seven decades, which has expanded its businesses from trading to manufacturing. Today, the FGroup is engaged in trading of commodities, manufacturing of fertilizers, textiles, sugar, mining and energy. The FGroup has made exceptional progress in the last two decades by achieving a turnover of about USD 733 million and EBITDA of USD 275 million for 2012.
Key consolidated financials of selected FGroup companies for the year 2012 are as follow:
Particulars (USD Mn)*Total Assets 1,792Shareholders’ Equity 731Net Sales 733Gross Profit 243Long term debt to equity 34:66
*Based on Fatima Group’s selected fertilizer, textile, sugar and international trade companies
20 Fazal Cloth Mills Limited
Dear Shareholders,Assalam-o-Alaikum,
It is a pleasure to welcome you to the 48th Annual General Meeting of the Company and place before you the Audited Financial Statement of the Company for the year ended June 30, 2013.
Financial And Operating Results:
Sales for the year were Rs.20,559 Million as compared to Rs. 19,750 Million last year. This represents an increase of 4.09%. Profit for the year after tax is Rs. 1,151.122 Million after charging depreciation of Rs. 534.553 Million and contribution to Workers Profit Participation Fund of Rs. 78.787 Million. Earnings per share (EPS) are Rs. 46.04 (2012: Rs. 47.40 Restated). EBITDA of Rs. 3,057.137 Million was generated. EBITDA per ordinary share is Rs. 122.29 (2012:Rs. 140.00 Restated).
Your Directors and Chief Executive Officer, Chief Financial Officer, Company Secretary, their spouses and minor children have made following transaction in Company's shares.
Description Sh. Naseem Mrs. Rehman Fazal Fahad Faisal Company CFOAhmad & Mahnaz Naseem Ahmed Mukhtar Ahmed Secretary
Mst.Nighat Amir Sh., & Minor SheikhNaseem Amir Naseem Childern
Sh. & MinorChildern
Opening balance as on
01.07.2012 229,861 2,153,989 2,177,648 1,538,015 32,776 1,536,699 1,055 732
Purchase - - - - - - - -
Bonus 24,409 228,739 231,252 163,328 3,480 163,189 112 77
Inherited - - - - - - - -
Gift - - 246,920 - - - - -
Transfer as Gift (246,920) - - - - - - -
Closing balance as on
30.06.2013 7,350 2,382,728 2,655,820 1,701,343 36,256 1,699,888 1,167 809
During the year 2012-2013, four board meetings were held which were attended as follow:
Sh. Naseem Ahmad Chairman/ Chief Executive 4
Mr. Jamal Nasim Nominee of NIT Ltd. 3
Mr. Amir Naseem 1
Mr. Rehman Naseem 4
Mr. Fazal Ahmad Sheikh 2
Mr. Faisal Ahmad 2
Mr. Fahd Mukhtar 2
Mrs. Mahnaz Amir Sheikh 3
Directors Report'
21Annual Report 2013
Comparison Of Last Six Years Of Operations:
2013 2012 2011 2010 2009 2008
Production in Kgs Spinning (000) 53,013 53,251 46,454 43,723 41,995 38,422
Production in Meters Fabric (000) 24,570 12,210 - - - -
Sales net (Rs.in millions) 20,559 19,750 18,934 11,211 8,651 7,021
Gross Profit (Rs. in millions) 2,890 2,831 2,026 1,573 1,196 944
Net Profit before tax (Rs. in millions) 1,462 1,648 1,001 845 550 318
Restated Restated Restated Restated Restated
Provision for taxation including 311 463 225 198 92 165
deferred tax (Rs. in millions) Restated Restated Restated Restated Restated
Profit after taxation (Rs. in millions) 1,151 1,184 776 648 458 154
Restated Restated Restated Restated Restated
Un-appropriated profit brought 3,600 3,100 2,447 1,761 1,270 872
forward (Rs. in millions) Restated Restated Restated Restated Restated
Appropriation (Rs. in millions) 4,959 3,691 3,016 2,358 1,669 1,173
Restated Restated Restated Restated Restated
Cash Dividend 25% 20% Nil Nil Nil Nil
Specie Dividend %age Nil Nil 50% 100% Nil Nil
Bonus Shares %age 20% 10.62% 20.50% Nil Nil Nil
Gross Profit ratio 14.06% 14.33% 10.70% 14.03% 13.83% 13.44%
Net profit to sale ratio 5.60% 6.00% 4.36% 4.70% 2.08% 4.85%
Earnings before interest, tax, 3,057 3,164 2,106 1,734 1,565 1,145
depreciation and amortization Restated Restated Restated Restated Restated
(EBITDA) (Rs. in million)
Corporate Governance:
As required by the code of corporate governance the board of directors hereby declares that:
• The financial statements for the year ended June 30, 2013 present fairly the state of affairs, the result of its operations, cash flows and changes in equity;
• Proper books of account have been maintained;• Appropriate accounting policies have been consistently applied in preparation of financial statements for the year ended
June 30, 2013 and accounting estimates are based on reasonable and prudent judgment;• International Accounting Standards (IAS) 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 is no doubt about the Company to continue as going concern;• There has been no material departure from best practices of corporate governance as detailed in listing regulations;
Pattern Of Shareholding:
The pattern of share holding as on June 30, 2013 is annexed.
Future Outlook:
Since August 2013, electricity tariff has been increased by a massive 50% and gas tariff by 17.64%. Further increase in gas tariff is expected. Power and fuel cost for the Company will register a sharp increase during the current year. This will squeeze profit margins.
22 Fazal Cloth Mills Limited
However, supply of electricity and gas for textile industry has been rationalized by the new Government resulting in full operations and no downtime due to load shedding. If this policy continues, as expected, it will result in higher utilization of installed capacity mitigating the negative effects of tariff increase. During the current year expansion of spinning and weaving capacities of the Company will also come online. This will result in an increase in turnover and increase in profit margins due to economies of scale.
Cotton prices have increased to Rs. 7,000 from Rs. 5,800 last year. Yarn and fabric prices, however, have not increased proportionately. However, due to the steady devaluation of Pakistani Rupee and expected increase in demand from China, your management expects yarn and fabric prices to rise. Overall impact on profit margins due to these factors cannot be ascertained at this time.
Financial performance for the first quarter ending September 30, 2013 remains satisfactory, although due to the factors mentioned above, full year performance is difficult to forecast.
Dividend Announcement
Your Directors have proposed to distribute @ 25% cash dividend and “Bonus Shares” in the proportion of 20 shares for every 100
ordinary shares held i.e. 20%. (2012: 20% cash dividend and Bonus Shares in the proportion of 10.61947 shares for every 100 shares
held).
Subsidiary Company
The Company has annexed its consolidated financial statements along with its separate financial statements in accordance with the
requirements of International Accounting Standard-27 (Consolidated and Separate Financial Statements).
Following is a brief description of subsidiary company of Fazal Cloth Mills Limited.
The Company owns and controls 100% shares of this subsidiary. The registered office of the Company is 69/7, Abid Majeed Road, Survey # 248/7, Lahore Cantt, Lahore and the manufacturing facility of the Company is located at Mauza
Khairabad, Qadirpur Rawan bypass, Khanewal Road, Multan. The Principal activity of the Company is to carry business of textile
spinning and weaving. During the year, the Company has started installation of textile machinery and plans to commence its
commercial operations by the month of February, 2014.
Auditors:
M/s.KPMG Taseer Hadi & Co., Chartered Accountants, auditors of the Company retires and being eligible offers themselves for reappointment for the year 2013-2014.
Management/labour Relations:
The management/labour relations remained warm and cordial throughout the year under review. We place great importance on our employees. We continue to invest in the professional development and improvement of skills of our human resources, since we believe that by investing in our people we invest in our future. Company's human resource policy is based on the underlying values of fairness, merit, equal opportunity and social responsibility. Complying with our human resource policies we do not hire any child labour.
The employees and management of the company continued to make joint efforts to keep up high standards of productivity. By the grace of Allah the Almighty, relationship of management and employees continued to remain in total harmony.
The board wishes to place on record its deep appreciation to all of them for their hard work and dedication to achieve these results.
Sd/-(SH. NASEEM AHMAD)
Dated: October 05, 2013 Chairman/Chief Executive Officer
23Annual Report 2013
This statement is being presented to comply with the Code of Corporate Governance contained in Regulation # 35 (Chapter XI) of Listing Regulations of the Karachi and Lahore Stock Exchanges Limited 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 CCG 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 includes:
Category Names
Executive Directors Sh. Naseem Ahmad
Mrs. Mahnaz Amir Sheikh
Mr. Fazal Ahmad Sheikh
Mr. Fahd Mukhtar
Non Executive Mr. Rehman Naseem
Mr. Faisal Ahmad
Mr. Jamal Nasim (Nominee Director NIT)
The compliance regarding independent director will be made during next election of Directors due on 30th May 2014.
2. The directors have confirmed that none of them is serving as a director on more than seven listed companies, including this company.
3. 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.
4. One vacancy is created and dully fulfilled during the year on the board.
5. The Company has prepared a “Code of Conduct” and has ensured that appropriate steps have been taken to disseminate if throughout the company along-with its supporting policies and procedures.
6. 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.
7. All the powers of the board have been duly exercised and decisions on material transactions, including appointment and determination of remuneration and terms and conditions of employment of the CEO, other executive directors, have been taken by the board/shareholders.
8. The meetings of the board of directors were presided over by the Chairman and, in his absence, by a director elected by the board 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.
9. The board will arrange training programs for its directors in accordance with the provisions of CCG.
10. The board has approved [Nil] appointment of CFO, Company Secretary and Head of Internal Audit, including their remuneration and terms and conditions of employment.
Statement Of Compliance With The Code Of Corporate Governance(See Clause (XI).
24 Fazal Cloth Mills Limited
11. The directors' report for this year has been prepared in compliance with the requirements of the CCG and fully describes the salient matters required to be disclosed
12. The financial statements of the company were duly endorsed by CEO and CFO before approval of the board.
13. 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.
14. The company has complied with all the corporate and financial reporting requirements of the CCG.
15. The board has formed an Audit Committee. It comprises three members, of whom two are non-executive directors and the chairman of the committee is an executive director.
16. 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 CCG. The terms of reference of the committee have been formed and advised to the committee for compliance.
17. The board has formed an HR and Remuneration Committee. It comprises three members, of whom two are non-executive directors and the chairman of the committee is a non-executive director.
18. The board has set up an effective internal audit function.
19. The statutory auditors of the company have confirmed that they have been given a satisfactory rating under the quality control review program of the ICAP, 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 the ICAP.
20. 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.
21. The 'closed period', prior to the announcement of interim/final results, and business decisions, which may materially affect the market price of company's securities, was determined and intimated to directors, employees and stock exchange(s).
22. Material/price sensitive information has been disseminated among all market participants at once through stock exchange(s).
23. We confirm that all other material principles enshrined in the CCG have been complied with.
On behalf of the Board of Directors
Sd/-Multan: (SH. NASEEM AHMAD)Dated: October 05, 2013 Chief Executive Officer
25Annual Report 2013
We have reviewed the statement of compliance with the best practices contained in the Code of Corporate Governance for the year ended 30 June 2013 prepared by the Board of Directors of Fazal Cloth Mills Limited (“the Company”) to comply with the Listing Regulation No. 35 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, sub-regulation (x) of Listing Regulation No. 35 of Karachi, Lahore and Islamabad Stock Exchanges requires the Company to place before the Board of Directors for their consideration and approval of 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 undertaken 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 2013.
Sd/-Place: Lahore KPMG Taseer Hadi & Co.Dated: October 05, 2013 Chartered Accountants
(Kamran Iqbal Yousafi)
Review Report To The Members On Statement Of ComplianceWith Best Practices Of Code Of Corporate Governance
26 Fazal Cloth Mills Limited
27Annual Report 2013
Fazal Cloth Mills Limited (The Company)
Financial Statementsfor the year ended 30 June 2013
28 Fazal Cloth Mills Limited
We have audited the annexed balance sheet of Fazal Cloth Mills Limited (“the Company”) as at 30 June 2013 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) in our opinion, proper books of account have been kept by the Company as required by the Companies Ordinance, 1984;
(b) in our opinion:
(i) the balance sheet and profit and loss account together with the notes thereon have been drawn up in conformity with the Companies Ordinance, 1984, and are in agreement with the books of account and are further in accordance with accounting policies consistently applied;
(ii) the expenditure incurred during the year was for the purpose of the Company's business; and
(iii) the business conducted, investments made and the expenditure incurred during the year were in accordance with the objects of the Company;
(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 2013 and of the profit, its comprehensive income, its cash flows and changes in equity for the year then ended; and
(d) in our opinion, no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980).
The financial statements of the Company for the year ended 30 June 2012 were audited by M. Yousuf Adil Saleem & Co., Chartered Accountants; whose report dated 05 October 2012 expressed a qualified opinion.
Sd/-Lahore: KPMG Taseer Hadi & Co.Date: October 05, 2013 Chartered Accountants
(Kamran Iqbal Yousafi)
Auditors Report To The Members'
29Annual Report 2013
Balance Sheet
2013 2012 2011
Rupees Rupees Rupees
Note (Restated) (Restated)
ASSETS
Non-current assets
Property, plant and equipment 4 12,271,377,241 11,255,073,203 7,064,862,691
Intangible assets 5 2,258,439 3,398,483 4,538,527
Long term investments 6 2,067,108,496 1,743,404,016 1,156,821,571
Long term loans to employees - secured - 64,000 399,270
Long term deposits 20,228,306 25,710,156 25,638,156
14,360,972,482 13,027,649,858 8,252,260,215
Current assets
Stores, spares and loose tools 7 305,172,591 330,910,264 306,844,778
Stock-in-trade 8 5,928,618,601 3,774,011,125 3,410,214,097
Trade debts 9 1,995,627,804 2,012,188,252 1,767,710,377
Loans and advances 10 140,777,880 136,506,798 264,132,165
Trade deposits and short term prepayments 11 6,655,581 6,754,211 7,678,585
Interest / markup accrued - - 16,265,203
Other receivables 4,778,084 102,862,038 3,796,190
Short term investments 12 190,495,126 176,496,671 125,142,836
Tax refunds due from government 13 313,235,074 128,961,011 90,941,983
Cash and bank balances 14 156,000,176 71,988,355 191,635,465
9,041,360,917 6,740,678,725 6,184,361,679
23,402,333,399 19,768,328,583 14,436,621,894
The annexed notes from 1 to 46 form an integral part of these financial statements.
Sd/-(SH. NASEEM AHMAD)
CHIEF EXECUTIVE OFFICER
Sd/-(REHMAN NASEEM)
DIRECTOR
30 Fazal Cloth Mills Limited
2013 2012 2011
Rupees Rupees Rupees
Note (Restated) (Restated)
EQUITY AND LIABILITIES
Share capital and reserves
Authorized share capital 700,000,000 700,000,000 700,000,000
Issued, subscribed and paid-up capital
- Ordinary shares 15 250,000,000 226,000,000 187,551,940
- Preference shares 15 - 175,000,000 175,000,000
250,000,000 401,000,000 362,551,940
Reserves 16 252,616,000 252,616,000 227,616,000
Fair value reserve - available for sale
financial assets 795,960,133 784,049,931 246,163,636
Unappropriated profits 4,826,925,335 3,600,039,246 2,618,136,296
6,125,501,468 5,037,705,177 3,454,467,872
Surplus on revaluation of property,
plant and equipment 17 3,695,889,962 3,790,322,138 2,192,499,393
Non-current liabilities
Long term financing 18 4,392,121,833 3,641,788,504 1,956,200,180
Long term musharika 19 325,000,000 225,000,000 273,755,451
Bills payables - - 155,210,331
Deferred liabities 20 1,787,295,452 1,574,329,516 960,455,903
6,504,417,285 5,441,118,020 3,345,621,865
Current liabilities
Trade and other payables 21 1,602,138,962 799,192,313 720,686,943
Accrued profit / interest / mark-up 22 249,516,726 252,971,251 176,362,211
Short term borrowings 23 4,337,180,633 3,798,190,475 4,016,584,511
Current portion of non-current liabilities 24 887,688,363 648,829,209 530,399,099
7,076,524,684 5,499,183,248 5,444,032,764
Contingencies and commitments 25
23,402,333,399 19,768,328,583 14,436,621,894
As At June 30, 2013
Sd/-(FAIZAN-UL-HAQ)
CHIEF FINANCIAL OFFICER
31Annual Report 2013
Sd/-(SH. NASEEM AHMAD)
CHIEF EXECUTIVE OFFICER
Sd/-(REHMAN NASEEM)
DIRECTOR
Sd/-(FAIZAN-UL-HAQ)
CHIEF FINANCIAL OFFICER
2013 2012Note Rupees Rupees
(Restated)
Sales - net 26 20,558,587,886 19,750,444,507
Cost of goods sold 27 (17,668,351,141) (16,919,254,033)
Gross profit 2,890,236,745 2,831,190,474
Distribution cost 28 (256,769,780) (242,624,632)
Administrative expenses 29 (213,839,620) (175,315,940)
Other operating expenses 30 (118,819,703) (104,476,619)
(589,429,103) (522,417,191)
Other operating income 31 220,636,413 442,984,430
Profit from operations 2,521,444,055 2,751,757,713
Finance cost 32 (1,059,121,058) (1,103,134,269)
Profit before taxation 1,462,322,997 1,648,623,444Taxation 33 (311,201,203) (463,723,286)
Profit after taxation 1,151,121,794 1,184,900,158
Basic earnings per share 34 46.04 47.40
Diluted earnings per share 35 45.84 47.28
The annexed notes from 1 to 46 form an integral part of these financial statements.
Profit And Loss AccountFor The Year Ended June 30, 2013
32 Fazal Cloth Mills Limited
2013 2012Rupees Rupees
(Restated)
Profit after taxation 1,151,121,794 1,184,900,158
Other comprehensive income - net of tax:
Items that are or may be reclassified subsequentlyto profit or loss:
Net change in fair value of available forsale financial assets 11,910,202 537,886,295
Total comprehensive income for the period 1,163,031,996 1,722,786,453
The annexed notes from 1 to 46 form an integral part of these financial statements.
Statement of Comprehensive IncomeFor The Year Ended June 30, 2013
Sd/-(SH. NASEEM AHMAD)
CHIEF EXECUTIVE OFFICER
Sd/-(REHMAN NASEEM)
DIRECTOR
Sd/-(FAIZAN-UL-HAQ)
CHIEF FINANCIAL OFFICER
33Annual Report 2013
Cash Flow Statement
2013 2012Rupees Rupees
(Restated)Cash flow from operating activities
Profit before taxation 1,462,322,997 1,648,623,444Adjustments for:
Depreciation of property, plant and equipment 534,552,964 411,215,812Amortization of Intangible assets 1,140,044 1,140,044Gain on re-measurement of other financial assets (13,998,455) (51,599,911)Loss on disposal of property, plant and equipment 900,000 -Provision for gratuity 39,740,889 37,521,467Provision for infrastructure cess 29,987,431 29,965,410Gain on disposal of property, plant and equipment (4,016,994) (9,809,407)Gain on disposal of other financial asset - (14,180)Dividend income (208,996,022) (381,085,931)Finance cost 1,059,121,058 1,103,134,269
Cash generated from operations before working capital changes 2,900,753,912 2,789,091,017(Increase) / decrease in current assets
Stores, spares and loose tools 25,737,673 (24,065,486)Stock in trade (2,154,607,476) (363,797,028)Trade debts 16,560,448 (244,477,875)Loans and advances (4,271,082) 121,234,500Trade deposits and short term prepayments 98,630 924,374Tax refunds due from the government (39,910,975) (50,962,817)Interest / markup accrued - 16,265,203Other receivables 98,083,954 (99,065,848)Increase / (decrease) in trade and other payables 552,584,218 (38,951,647)
(1,505,724,610) (682,896,624)Cash generated from operations 1,395,029,302 2,106,194,393
Gratuity paid (25,430,151) (23,370,505)Customs Duties paid - (67,718,724)Income tax paid (206,376,968) (183,500,676)Finance cost paid (1,062,575,565) (1,026,525,229)
100,646,618 805,079,259Cash generated from operating activities
Long term loans to employees - net 64,000 335,270Long term deposits 5,481,850 (72,000)
Net cash used in operating activities 106,192,468 805,079,259
Cash flows from investing activitiesPurchase of property, plant and equipment (1,620,394,916) (2,580,135,748)Proceeds from disposal of property, plant and equipment 22,654,908 16,784,898Investment in subsidiary (199,825,000) -Dividend received 147,201,720 101,232,016Other financial assets - 260,256
Net cash used in investing activities (1,650,363,288) (2,461,858,578)
Cash flow from financing activities Long term financing obtained 1,587,692,633 2,299,487,339Long term financing repaid (599,744,699) (496,713,448)Long term Musharika obtained 150,000,000 -Long term Musharika repaid (48,755,451) (47,510,916)Short term borrowings - net 538,990,158 (218,394,036)
Net cash generated from financing activities 1,628,182,641 1,536,868,939Net increase in cash and cash equivalents 84,011,821 (119,647,110)Cash and cash equivalents at the beginning of the year 71,988,355 191,635,465Cash and cash equivalents at the end of the year 156,000,176 71,988,355
The annexed notes from 1 to 46 form an integral part of these financial statements.
For The Year Ended June 30, 2013
Sd/-(SH. NASEEM AHMAD)
CHIEF EXECUTIVE OFFICER
Sd/-(REHMAN NASEEM)
DIRECTOR
Sd/-(FAIZAN-UL-HAQ)
CHIEF FINANCIAL OFFICER34 Fazal Cloth Mills Limited
Sd/-(SH. NASEEM AHMAD)
CHIEF EXECUTIVE OFFICER
Sd/-(REHMAN NASEEM)
DIRECTOR
Sd/-(FAIZAN-UL-HAQ)
CHIEF FINANCIAL OFFICER
Balance as at July 01, 2011 187,551,940 175,000,000 77,616,000 150,000,000 - 3,100,929,710 3,691,097,650Effect of rectification of prior period error - - - - 246,163,636 (482,793,414) (236,629,778)Balance as at 01 July 2011 - restated 187,551,940 175,000,000 77,616,000 150,000,000 246,163,636 2,618,136,296 3,454,467,872
Total comprehensive IncomeProfit for the year - restated - - - - - 1,184,900,158 1,184,900,158Other comprehensive income - restated - - - - 537,886,295 - 537,886,295
- - - - 537,886,295 1,184,900,158 1,722,786,453Incremental depreciation arising due to surplus
on revaluation of property, plant andequipment - net of deferred tax - - - - - 91,608,618 91,608,618
Specie dividend - - - - - (231,157,766) (231,157,766)Bonus shares issued 38,448,060 - - - - (38,448,060) -
Transfer to capital redemption reserve fundfrom unappropriated profit - - - 25,000,000 - (25,000,000) -
Balance as at 30 June 2012 - restated 226,000,000 175,000,000 77,616,000 175,000,000 784,049,931 3,600,039,246 5,037,705,177
Total comprehensive incomeProfit for the period - - - - - 1,151,121,794 1,151,121,794Other comprehensive income - - - - 11,910,202 - 11,910,202
- - - - 11,910,202 1,151,121,794 1,163,031,996Incremental depreciation arising due to surplus
on revaluation of property, plant andequipment - net of deferred tax - - - - - 133,391,944 133,391,944
Preference shares transferred to current liability - (175,000,000) - - - - (175,000,000)
Surplus transferred on disposal of a revalued asset - - - - - 11,572,351 11,572,351
Bonus shares issued 24,000,000 - - - - (24,000,000) -Cash dividend @ Rs.2 per share - - - - - (45,200,000) (45,200,000)
Balance as at 30 June 2013 250,000,000 - 77,616,000 175,000,000 795,960,133 4,826,925,335 6,125,501,468
The annexed notes from 1 to 46 form an integral part of these financial statements.
Statement Of Changes In EquityFor The Year Ended June 30, 2013
Share capital Capital reserves
Capitalredemptionreserve fund
Ordinaryshares
Preferenceshares
Sharepremium
Fair valuereserve-
available forsale financial
assets
Un-appropriated
profitsTotal
.................................................................... .................................................................... Rupees
35Annual Report 2013
1. Legal status and nature of business
Fazal Cloth Mills Limited (the Company) was incorporated in Pakistan in 1966 as a public limited company under the
Companies Act, 1913 (now the Companies Ordinance, 1984) and its shares are quoted on Karachi and Lahore Stock
Exchanges. The registered office of the Company is situated at 69/7, Abid Majeed Road, Survey # 248/7, Lahore Cantt,
Lahore. The Company is engaged in manufacture and sale of yarn and fabric. The manufacturing facilities are located at Fazal
Nagar, Jhang Road, Muzaffargarh and Qadirpur Rawan Bypass, Khanewal Road, Multan in the province of Punjab.
2. Basis of preparation
2.1 Statement of compliance
These financial statements have been prepared in accordance with the 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 notified under the provisions of the Companies Ordinance, 1984, the
requirements of the Companies Ordinance, 1984 and the directives issued by the Securities and Exchange Commission
of Pakistan (SECP). Wherever the requirements of the Companies Ordinance, 1984 or the directives issued by the SECP
differ with the requirements of the IFRS, the requirements of the Companies Ordinance, 1984, and the said directives
shall prevail.
2.2 Standards, interpretations and amendments to published approved accounting standards
2.2.1 Standards and interpretations to existing standards that are effective and applicable to the Company
During the current period, the Company has adopted the following amendments to IFRS which became effective for the
current period:
- Presentations of items of Other Comprehensive Income (Amendments to IAS 1) - (effective for annual periods
beginning on or after 1 July 2012). The amendments require that an entity present separately the items of other
comprehensive income that would be reclassified to profit or loss in the future if certain conditions are met from
those that would never be reclassified to profit or loss. The amendments do not address which items are
presented in other comprehensive income or which items need to be reclassified. The requirements of other IFRSs
continue to apply in this regard.
- Amendments to IAS 12 - deferred tax on investment property (effective for annual periods beginning on or after 1
January 2012). The 2012 amendment provides an exception to the measurement principle in respect of
investment property measured using the fair value model in accordance with IAS 40 Investment Property. The
measurement of deferred tax assets and liabilities, in this limited circumstance, is based on a rebuttable
presumption that the carrying amount of the investment property will be recovered through sale. The presumption
can be rebutted only if the investment property is depreciable and held within a business model whose objective is
to consume substantially all of the asset's economic benefits over the life of the asset.
The adoption of the above amendments did not have any effect on these financial statements.
2.3 Standards, interpretations and amendments to published approved accounting standards that are not yet effective
2.3.1 Standards, amendments or interpretations which became effective during the year
During the year, certain amendments to Standards or new interpretations became effective, however, the amendments
or interpretation did not have any material effect on the financial statements of the Company.
2.3.2 The following standards, amendments and interpretations of approved accounting standards will be effective for
accounting periods beginning on or after 01 July 2013
Notes To The AccountsFor The Year Ended June 30, 2013
36 Fazal Cloth Mills Limited
02
- IAS 19 Employee Benefits (amended 2011) - (effective for annual periods beginning on or after 1 January 2013).
The amended IAS 19 includes the amendments that require actuarial gains and losses to be recognized
immediately in other comprehensive income; this change will remove the corridor method and eliminate the
ability for entities to recognize all changes in the defined benefit obligation and in plan assets in profit or loss, which
currently is allowed under IAS 19; and that the expected return on plan assets recognized in profit or loss is
calculated based on the rate used to discount the defined benefit obligation. The Company’s policy was to account
for actuarial gains and losses using the corridor method and with the change unrecognized actuarial gains / losses
amounting to Rs. 30.5 million at 30 June 2013 would need to be recognized in other comprehensive income.
- IAS 27 Separate Financial Statements (2011) - (effective for annual periods beginning on or after 1 January 2013).
IAS 27 (2011) supersedes IAS 27 (2008). Three new standards IFRS 10 - Consolidated Financial Statements, IFRS
11- Joint Arrangements and IFRS 12- Disclosure of Interest in Other Entities dealing with IAS 27 would be
applicable effective 1 January 2013. IAS 27 (2011) carries forward the existing accounting and disclosure
requirements for separate financial statements, with some minor clarifications. The amendments have no impact
on financial statements of the Company.
- IAS 28 Investments in Associates and Joint Ventures (2011) - (effective for annual periods beginning on or after 1
January 2013). IAS 28 (2011) supersedes IAS 28 (2008). IAS 28 (2011) makes the amendments to apply IFRS 5 to
an investment, or a portion of an investment, in an associate or a joint venture that meets the criteria to be
classified as held for sale; and on cessation of significant influence or joint control, even if an investment in an
associate becomes an investment in a joint venture. The amendments have no impact on financial statements of
the Company.
- Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32) – (effective for annual periods
beginning on or after 1 January 2014). The amendments address inconsistencies in current practice when
applying the offsetting criteria in IAS 32 Financial Instruments: Presentation. The amendments clarify the
meaning of ‘currently has a legally enforceable right of set-off’; and that some gross settlement systems may be
considered equivalent to net settlement.
- Offsetting Financial Assets and Financial Liabilities (Amendments to IFRS 7) – (effective for annual periods
beginning on or after 1 January 2013). The amendments to IFRS 7 contain new disclosure requirements for
financial assets and liabilities that are offset in the statement of financial position or subject to master netting
agreement or similar arrangement.
- Annual Improvements 2009–2011 (effective for annual periods beginning on or after 1 January 2013). The new
cycle of improvements contains amendments to the following four standards, with consequential amendments to
other standards and interpretations.
• IAS 1 Presentation of Financial Statements is amended to clarify that only one comparative period – which
is the preceding period – is required for a complete set of financial statements. If an entity presents
additional comparative information, then that additional information need not be in the form of a complete
set of financial statements. However, such information should be accompanied by related notes and should
be in accordance with IFRS. Furthermore, it clarifies that the ‘third statement of financial position’, when
required, is only required if the effect of restatement is material to statement of financial position.
• IAS 16 Property, Plant and Equipment is amended to clarify the accounting of spare parts, stand-by
equipment and servicing equipment. The definition of ‘property, plant and equipment’ in IAS 16 is now
considered in determining whether these items should be accounted for under that standard. If these items
do not meet the definition, then they are accounted for using IAS 2 Inventories.
37Annual Report 2013
• IAS 32 Financial Instruments: Presentation - is amended to clarify that IAS 12 Income Taxes applies to the
accounting for income taxes relating to distributions to holders of an equity instrument and transaction
costs of an equity transaction. The amendment removes a perceived inconsistency between IAS 32 and
IAS 12.
• IAS 34 Interim Financial Reporting is amended to align the disclosure requirements for segment assets and
segment liabilities in interim financial reports with those in IFRS 8 Operating Segments. IAS 34 now requires
the disclosure of a measure of total assets and liabilities for a particular reportable segment. In addition,
such disclosure is only required when the amount is regularly provided to the chief operating decision maker
and there has been a material change from the amount disclosed in the last annual financial statements for
that reportable segment.
The amendments have no impact on financial statements of the Company.
- IFRIC 20 - Stripping cost in the production phase of a surface mining (effective for annual periods beginning on or
after 1 January 2013). The interpretation requires production stripping cost in a surface mine to be capitalized if
certain criteria are met. The amendments have no impact on financial statements of the Company.
- IFRIC 21- Levies ‘an Interpretation on the accounting for levies imposed by governments’ (effective for annual
periods beginning on or after 1 January 2014). IFRIC 21 is an interpretation of IAS 37 Provisions, Contingent
Liabilities and Contingent Assets. IAS 37 sets out criteria for the recognition of a liability, one of which is the
requirement for the entity to have a present obligation as a result of a past event (known as an obligating event).
The interpretation clarifies that the obligating event that gives rise to a liability to pay a levy is the activity described
in the relevant legislation that triggers the payment of the levy.
- IAS 39 Financial Instruments: Recognition and Measurement- Novation of Derivatives and Continuation of Hedge
Accounting (Amendments to IAS 39) (effective for annual periods beginning on or after 1 January 2014). The
narrow-scope amendments will allow hedge accounting to continue in a situation where a derivative, which has
been designated as a hedging instrument, is novated to effect clearing with a central counterparty as a result of
laws or regulation, if specific conditions are met (in this context, a novation indicates that parties to a contract
agree to replace their original counterparty with a new one).
- Amendment to IAS 36 “Impairment of Assets” Recoverable Amount Disclosures for Non-Financial Assets
(effective for annual periods beginning on or after 1 January 2014). These narrow-scope amendments to IAS 36
Impairment of Assets address the disclosure of information about the recoverable amount of impaired assets if
that amount is based on fair value less costs of disposal.
2.4 Basis of measurement
These financial statements have been prepared under the historical cost convention, except for:
- modification of foreign currency translation adjustments as stated in note 2.5,
- recognition of employee retirement benefits at present value,
- long term investments classified as available for sale which are stated at fair value,
- revaluation of certain property, plant and equipment,
- certain financial instruments at fair value
2.5 Functional and presentation currency
These consolidated financial statements are presented in Pak Rupees, which is the Company's functional and
presentation currency. All financial information has been rounded to the nearest rupee, except when otherwise
indicated.
38 Fazal Cloth Mills Limited
2.6 Use of estimates and judgements
The preparation of financial statements in conformity with approved accounting standards, as applicable in Pakistan,
requires management to make judgments, estimates and assumptions that affect the application of policies and the
reported amounts of assets, liabilities, income and expenses.
The estimates and associated assumptions are based on historical experience and various other factors that are believed
to be reasonable under the circumstances, the results of which form the basis of making the judgments about the
carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from
these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognized in the period in which the estimates are revised if the revision affects only that period, or in the period of the
revision and future periods if the revision affects both current and future periods.
The areas where assumptions and estimates are significant to the Company's financial statements or where judgment
was exercised in application of accounting policies are as follows:
2.6.1 Fixed assets
Property, plant and equipments
The Company’s management determines the estimated useful lives and related depreciation charge for its plant and
equipment. The Company also 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 affect on the depreciation charge and impairment.
Intangible assets
The Company reviews the rate of amortization and value of intangible assets for possible impairment on an annual basis.
Any change in the estimates in future years might affect the carrying amounts of intangible assets with a corresponding
effect on the amortization charge and impairment.
2.6.2 Inventory
The Company reviews the net realizable value of stock-in-trade and stores, spares and loose tools to assess any
diminution in their respective carrying values. Any change in the estimates in future years might affect the carrying
amounts of stock-in-trade and stores, spares and loose tools with a corresponding effect in profit and loss account of
those future years. Net realizable value is determined with respect to estimated selling price less estimated expenditure
to make the sale.
2.6.3 Provision for doubtful debts, advances and other receivables
The Company reviews the recoverability of its trade debts, advances and other receivables at each reporting dates to
assess whether provision should be recorded in the profit and loss account. In particular, judgment by management is
required in the estimates of the amount and timing of future cash flows when determining the level of provision required.
Such estimates are based on certain assumptions whereas actual results may differ, resulting in future changes to the
provisions.
2.6.4 Employee benefits
The Company operates an un-funded gratuity scheme covering all eligible employees completing the minimum qualifying
39Annual Report 2013
period of service as specified by the scheme. Annual provision is made on the basis of actuarial valuation to cover
obligations under the scheme for all employees eligible to gratuity benefits respective of the qualifying period. The
projected unit credit method used for the valuation of the scheme is based on assumptions stated in note 20.1.
2.6.5 Taxation
In making the estimates for income taxes currently payable by the Company, the management looks at the current
income tax laws and the decisions of appellate authorities on certain issues in the past. In making the provision for
deferred taxes, estimates of the Company’s future taxable profits are taken into account.
2.6.6 Contingencies
The Company has disclosed significant contingent liabilities for the pending litigations and claims against the Company
based on its judgment and the advice of the legal advisors for the estimated financial outcome. The actual outcome of
these litigations and claims can have an effect on the carrying amounts of the liabilities recognized at the balance sheet
date. However, based on the best judgment of the Company and its legal advisors, the likely outcome of these litigations
and claims is remote and there is no need to recognize any liability at the balance sheet date.
3 Summary of significant accounting policies
3.1 Property, plant and equipment
Owned
Furniture and fixtures, office equipment and vehicles are stated at cost less accumulated depreciation and accumulated
impairment losses, if any. Operating assets except mentioned above are stated at revalued amount being the fair value at
the date of revaluation, less any subsequent accumulated depreciation and impairment losses while freehold land is
stated at revalued amount being the fair value at the date of revaluation, less any subsequent impairment losses, if any.
Any revaluation increase arising on the revaluation of such assets is credited in 'Surplus on Revaluation of Property, Plant
and Equipment'. A decrease in the carrying amount arising on revaluation is charged to profit or loss to the extent that it
exceeds the balance, if any, held in the surplus on revaluation account relating to a previous revaluation of that asset.
Cost includes borrowing cost in respect of qualifying assets as stated in note 3.12.
Depreciation is charged on a systematic basis over the useful life of the assets, on reducing balance method, which
reflects the patterns in which the economic benefits are consumed by the Company, at the rates specified in note 4.1.
Depreciation on additions is charged on a pro-rata basis from the date the asset is available for use upto the date the
asset is disposed of.
The gain or loss on disposal or retirement of an asset represented by the difference between the sale proceeds and the
carrying amount of the asset is recognized as an income or expense.
Major renewals and improvements to an item of property, plant and equipment are recognized in the carrying amount of
the item if it is probable that the embodied future economic benefits will flow to the Company and the cost of renewal or
improvement can be measured reliably. The cost of the day-to-day servicing of property, plant and equipment are
recognized in profit or loss as incurred.
Surplus arising on revaluation of operating assets is credited to surplus on revaluation of property, plant and equipment
account. The surplus on revaluation of operating assets to the extent of incremental depreciation charged on the related
assets is transferred by the Company to its un-appropriated profit.
The assets’ residual values and useful lives are continually reviewed by the Company and adjusted if impact on
depreciation is significant. The Company’s estimate of residual values of property, plant and equipment as at 30 June
40 Fazal Cloth Mills Limited
2013 has not required any adjustment as its impact is considered insignificant.
Capital work-in-progress
Capital work-in-progress are stated at cost less identified impairment losses, if any. All expenditure connected with
specific assets incurred during installation and construction period are carried under capital work-in-progress. These are
transferred to specific assets as and when these are available for use.
Leased
The Company accounts for property, plant and equipment obtained under finance leases by recording the asset and the
related liability. These amounts are determined on the basis of discounted value of minimum lease payments at inception
of lease or fair value whichever is lower. Financial charges are allocated to the accounting period in a manner so as to
provide a constant periodic rate of charge on the outstanding liability. Depreciation on lease assets is charged, on a
systematic basis over the useful life of the assets, on reducing balance method, which reflects the patterns in which the
asset’s economic benefits are consumed by the Company.
3.2 Intangible assets
Intangible assets are stated at cost less accumulated amortization and identified impairment losses, if any. Amortization
is charged to income on straight line basis during the estimated useful life. The useful life is reviewed periodically to
ensure that it is consistent with the expected pattern of economic benefits.
Amortization is charged from the month of acquisition and up to the month preceding the disposal respectively. Gain/ loss
on disposal of intangible assets are taken to profit and loss account.
Major improvements and modifications are capitalized. Minor maintenance are taken to profit and loss account.
3.3 Impairment
Financial assets
A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is
impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had
a negative effect on the estimated future cash flows of that asset.
Non-financial assets
The carrying amounts of non-financial assets other than inventories and deferred tax asset, are assessed at each
reporting date to ascertain whether there is any indication of impairment. If any such indication exists then the asset’s
recoverable amount is estimated. An impairment loss is recognized, as an expense in the profit and loss account, for the
amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of
an asset’s fair value less cost to sell and value in use. Value in use is ascertained through discounting of the estimated
future cash flows using a discount rate that reflects current market assessments of the time value of money and the risk
specific to the assets. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash flows (cash-generating units).
An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.
An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount
that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
3.4 Borrowings
Interest bearing borrowings are recognized initially at fair value less attributable transaction cost. Subsequent to initial
recognition, these are stated at amortized cost with any difference between cost and redemption value being recognized
in the profit and loss over the period of the borrowings on an effective interest basis.
41Annual Report 2013
3.5 Functional and presentation currency
Items included in the financial statement of the Company are measured using the currency of the primary economic
environment in which the Company operates (the functional currency). The financial statements are presented in Pak
Rupees which is the Company's functional and presentation currency.
3.6 Taxation
Current
Charge for current taxation is based on taxable income at the current rates of taxation after taking into account tax credits
and tax rebates available, if any, or provisions of minimum tax. However, for income covered under final tax regime,
taxation is based on applicable tax rates under such regime.
Deferred
Deferred tax is recognized using the balance sheet liability method in respect of all temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and the tax base (the amounts used for taxation
purposes). In this regard, the effects on deferred taxation of the portion of income subject to final tax regime is also
considered in accordance with the requirement of Technical Release – 27 of Institute of Chartered Accountants of
Pakistan.
Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the
deductible temporary differences, unused tax losses and tax credits can be utilized. Deferred tax liabilities are generally
recognized for all taxable temporary differences. Deferred tax assets and liabilities are based on the expected tax rates
applicable at the time of reversal.
3.7 Foreign currency translations
Transactions in foreign currencies are initially recorded at the rates of exchange ruling on the dates of transactions.
Monetary assets and liabilities denominated in foreign currencies are retranslated into Pak Rupees at the exchange rates
prevailing on the balance sheet date. All exchange differences are charged to profit and loss account.
3.8 Staff retirement benefits
The Company operates an un-funded gratuity scheme covering all eligible employees completing the minimum qualifying
period of service as specified by the scheme. Annual provision is made on the basis of actuarial valuation to cover
obligations under the scheme for all employees eligible to gratuity benefits respective of the qualifying period. The
projected unit credit method used for the valuation of the scheme is based on assumptions stated in note 20.1.
3.9 Trade and other payables
Liabilities for trade and other amounts payable are measured at cost which is the fair value of the consideration to be paid
in the future for the goods and services received whether billed to the Company or not.
3.10 Provisions
Provisions are recognized when the Company has a legal or constructive obligation as a result of past events and it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate of the amount can be made. However, provisions are reviewed at each balance sheet date and adjusted to
reflect current best estimate.
42 Fazal Cloth Mills Limited
3.11 Financial instruments
Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the
instrument and de-recognized when the Company loses control of the contractual rights that comprise the financial asset
and in case of financial liability when the obligation specified in the contract is discharged, cancelled or expired. Any gain
or loss on derecognition of financial assets and liabilities are included in profit and loss for the year.
Derivatives are initially recorded at cost which is the fair value of consideration given or received respectively on the date
a derivative contract is entered into and are remeasured to fair value, amortized cost or cost as the case may be at
subsequent reporting dates. The method of recognizing the resulting gain or loss depends on whether the derivative is
designated as a hedging instrument, and if so, the nature of the item being hedged. The Company designates certain
derivatives as cash flow hedges.
The Company documents at the inception of the transaction the relationship between the hedging instruments and
hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The
Company also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives
that are used in hedging transactions are highly effective in offsetting changes in cash flow of hedged items.
The effective portion of changes in the fair value of derivates that are designated and qualify as cash flow hedges are
recognized in equity. The gain or loss relating to the ineffective portion is recognized immediately in the profit and loss
account.
Amounts accumulated in equity are recognized in profit and loss account in the periods when the hedged item will effect
profit or loss. However, when the forecast hedged transaction results in the recognition of a non-financial assets or a
liability, the gains and losses previously deferred in equity are transferred from equity and included in the initial
measurement of the cost of the asset or liability.
3.12 Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets
that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those
assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying
assets is deducted from the borrowing costs eligible for capitalization.
All other borrowing costs are charged to income in the period of incurrence.
3.13 Investments
Available-for-sale
Available for sale investments are initially recognised at cost, being the fair value of the consideration given. Subsequent
to initial recognition these are recognised at fair value unless fair value cannot be reliably measured. The investments for
which quoted market price is not available are measured at cost. Changes in carrying value are recognised in equity until
investment is sold or determined to be impaired at which time the cumulative gain or loss previously recognised in equity
is included in profit or loss account.
All “regular way” purchase and sale of listed shares are recognised on the trade date i.e. the date that the Company
commits to purchase/sell the asset.
The fair value of investments classified as available for sale is their quoted bid price at the balance sheet date.
43Annual Report 2013
At fair value through profit or loss
Investments at fair value through profit and loss are those which are acquired for generating a profit from short-term
fluctuation in prices. All investments are initially recognized at cost, being the fair value of the consideration given.
Subsequent to initial recognition, these investments are re-measured at fair value (quoted market price). Any gain or loss
from a change in the fair value is recognized in income.
Investment in subsidiary
Investments in subsidiaries are stated at cost and the carrying amount is adjusted for impairment, if any.
Subsidiary is an enterprise in which the Company directly controls, beneficially owns or holds more than 50% of the
voting securities or otherwise has power to elect and / or appoint more than 50% of its directors. The existence and effect
of potential voting right that are currently exercisable or convertible when assessing whether the group controls another
entity.
3.14 Stores, spares and loose tools
These are valued at moving average cost less allowance for obsolete and slow moving items. Items in transit are valued
at invoice values plus other charges incurred thereon.
3.15 Stock-in-trade
These are stated at the lower of cost and net realizable value except for waste stock which is valued at net realizable
value.
Cost has been determined as follows:
Raw materials Weighted average cost
Work in process and finished goods Cost of direct materials, labour and appropriate
manufacturing overheads.
Materials in transit comprises of invoice value plus other charges paid thereon.
Net realizable value signifies the estimated selling price in the ordinary course of business less costs necessarily to be
incurred in order to make a sale.
3.16 Revenue recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the
revenue can be measured reliably. Revenue is measured at the fair value of consideration received or receivable on the
following basis:
- Sales are recorded when significant risks and rewards of ownership of the goods are transferred to the customers.
- Return on investments and deposits is accounted for on time proportionate basis.
- Dividend income is accounted for when the right to receive is established.
- Gain on sale and lease-back transactions is deferred and is credited to profit and loss account over the lease term.
- Interest/mark-up income is recognized as the interest / mark-up become due.
3.17 Trade debts and other receivables
Trade debts and other receivables are carried at original invoice amount less an estimate made for doubtful receivables
based on review of outstanding amounts at the year end. Bad debts are written off when identified.
44 Fazal Cloth Mills Limited
3.18 Cash and cash equivalents
Cash in hand and at banks and short term deposits, which are held to maturity, are carried at cost. For the purposes of
cash flow statement, cash equivalents are short term highly liquid instruments, which are readily convertible to known
amounts of cash and which are subject to insignificant risk of changes in values.
3.19 Off setting of financial instruments
Financial assets and liabilities are off-set and the net amount reported in the balance sheet when there is a legally
enforceable right to set-off the recognized amounts and there is an intention to settle on a net basis, or realize the asset
and settle the liability simultaneously.
3.20 Government grants
Government grants that compensates the company for expenses incurred is recognized in the profit and loss account on
a systematic basis in the same period in which the expenses are recognized. Government grants are deducted in
reporting the related expense.
3.21 Segment reporting
An operating segment is a component of the Company that engages in business activities from which it may earn
revenues and incur expenses. All operating segments' operating results are regularly reviewed by the Company's Chief
Executive to make decisions about resources to be allocated to the segment and assess its performance, and for which
discrete financial information is available.
3.22 Earnings per share
The Company presents basic and diluted earnings per shares (EPS) data. Basic EPS is calculated by dividing the profit or
loss attributable to share holders of the Company by the weighted average number of ordinary shares outstanding during
the period. Diluted EPS is determined by adjusting the profit or loss attributable to share holders and the weighted
average number of ordinary shares outstanding, adjusted for the effects of all dilutive potential ordinary shares.
3.23 Dividend distribution
Dividend distribution to the Company's shareholders is recognized as a liability in the period in which the dividends are
approved.
45Annual Report 2013
Not
e
2013
2012
Rup
ees
Rup
ees
4Pr
oper
ty, p
lant
and
equ
ipm
ent
Ope
ratin
g as
sets
4.1
12,1
02,8
32,0
4311
,092
,153
,643
Cap
ital w
ork-
in-p
rogr
ess
4.2
168,
545,
198
162,
919,
560
12,2
71,3
77,2
4111
,255
,073
,203
4.1
Ope
ratin
g as
sets
Net
boo
k va
lue
Ow
ned
Free
hold
land
1,11
3,72
1,87
076
,420
,262
(14,
400,
000)
-
1,17
5,74
2,13
2
--
-
-
-1,
175,
742,
132
Fact
ory
build
ing
1,86
4,04
6,88
019
7,17
4,20
4
-
-2,
061,
221,
084
5%30
8,73
8,20
8
78,9
77,5
06
-
387,
715,
714
1,67
3,50
5,37
0
Non
-fac
tory
bui
ldin
g69
6,47
8,58
140
,406
,804
-
-
736,
885,
385
5%12
0,14
3,13
1
29,1
19,9
69
-
149,
263,
100
587,
622,
285
Plan
t an
d m
achi
nery
9,76
9,60
0,75
91,
151,
352,
818
(20,
480,
251)
-
10,9
00,4
73,3
26
5%2,
400,
943,
557
386,
454,
799
(17,
545,
711)
2,76
9,85
2,64
58,
130,
620,
681
Elec
tric
fitt
ings
& in
stal
latio
ns40
8,55
1,18
847
,374
,079
-
-
455,
925,
267
5%79
,329
,938
17,1
11,6
81
-
96,4
41,6
1935
9,48
3,64
8
Sui
gas
inst
alla
tions
14,6
20,9
6147
4,19
5
-
-
15,0
95,1
56
5%5,
272,
165
479,
531
-
5,75
1,69
69,
343,
460
Tool
s, la
bora
tory
equ
ipm
ents
and
arm
s57
,088
,673
6,21
9,23
8
-
-
63,3
07,9
11
5%24
,269
,761
1,71
8,91
7
-
25,9
88,6
7837
,319
,233
Offi
ce e
quip
men
t28
,301
,915
4,10
5,15
0
(640
,238
)
-
31,7
66,8
27
10%
10,7
66,3
11
1,90
2,29
1
(254
,530
)
12,4
14,0
7219
,352
,755
27,7
53,3
8986
,500
-
-
27
,839
,889
5%8,
706,
523
953,
123
-
9,
659,
646
18,1
80,2
43
Furn
iture
and
fixt
ures
12,6
01,6
363,
554,
691
-
-
16
,156
,327
10%
5,00
8,20
6
85
8,58
7
-
5,86
6,79
310
,289
,534
Vehi
cles
103,
656,
599
37,6
01,3
37
(5
,048
,172
)
-
13
6,20
9,76
4
20%
41,0
91,0
08
16
,976
,560
(3
,230
,506
)
54
,837
,062
81,3
72,7
02
2013
14,0
96,4
22,4
511,
564,
769,
278
(40,
568,
661)
-
15,6
20,6
23,0
68
3,
004,
268,
808
534,
552,
964
(21,
030,
747)
3,51
7,79
1,02
512
,102
,832
,043
Net
boo
k va
lue
Ow
ned
575,
838,
188
-
-
537,
883,
682
1,11
3,72
1,87
0
--
-
-
-1,
113,
721,
870
Fact
ory
Build
ing
1,14
2,19
7,43
117
0,37
0,61
9
-
551,
478,
830
1,86
4,04
6,88
0
5%25
6,21
4,03
7
52,5
24,1
71
-
308,
738,
208
1,55
5,30
8,67
2
Non
-Fac
tory
Bui
ldin
g47
3,35
8,55
810
4,53
0,71
4
-
118,
589,
309
696,
478,
581
5%99
,377
,956
20,7
65,1
75
-
120,
143,
131
576,
335,
450
Plan
t an
d m
achi
nery
6,86
8,10
2,01
52,
098,
401,
336
(17,
216,
837)
820,
314,
245
9,76
9,60
0,75
95%
2,10
1,37
4,14
531
0,77
4,53
0(1
1,20
5,11
8)2,
400,
943,
557
7,36
8,65
7,20
2
Elec
tric
fitt
ings
and
inst
alla
tions
266,
002,
946
142,
548,
242
--
408,
551,
188
5%67
,787
,543
11,5
42,3
95-
79,3
29,9
3832
9,22
1,25
0
Sui
gas
inst
alla
tions
13,4
84,4
921,
136,
469
--
14,6
20,9
615%
4,83
4,95
343
7,21
2-
5,27
2,16
59,
348,
796
Tool
s, la
bora
tory
equ
ipm
ent
and
arm
s51
,715
,671
5,37
3,00
2-
57,0
88,6
735%
22,7
89,1
271,
480,
634
-24
,269
,761
32,8
18,9
12
Offi
ce e
quip
men
t22
,251
,255
6,05
0,66
0-
-28
,301
,915
10%
9,16
3,15
01,
603,
161
-10
,766
,311
17,5
35,6
04
27,0
07,6
3974
5,75
0-
-27
,753
,389
5%7,
734,
507
972,
016
-8,
706,
523
19,0
46,8
66
Furn
iture
and
fixt
ures
9,72
0,74
82,
880,
888
--
12,6
01,6
3610
%4,
356,
272
651,
934
-5,
008,
206
7,59
3,43
0
Vehi
cles
67,9
57,5
1941
,262
,525
(5,5
63,4
45)
-10
3,65
6,59
920
%35
,226
,097
10,4
64,5
84(4
,599
,673
)41
,091
,008
62,5
65,5
91
2012
9,51
7,63
6,46
22,
573,
300,
205
(22,
780,
282)
2,02
8,26
6,06
614
,096
,422
,451
2,60
8,85
7,78
741
1,21
5,81
2(1
5,80
4,79
1)3,
004,
268,
808
11,0
92,1
53,6
43
Rea
sses
sed
valu
e/or
igin
al c
ost
Rat
e
%
Dep
reci
atio
n
As
at
01 J
uly
2012
Add
ition
s D
elet
ions
S
urpl
us o
n
reva
luat
ion
As
at
30 J
une
2013
As
at
30 J
une
2013
Fire
ext
ingu
ishi
ng e
quip
men
t
& w
eigh
ing
scal
es
Reas
sess
ed v
alue
/orig
inal
cos
t
Rate %
Dep
reci
atio
n
As
at
01 J
uly
2011
As
at
01 J
uly
2012
For
the
year
D
ispo
sals
A
s at
30 J
une
2013
Fire
ext
ingu
ishi
ng e
quip
men
t
& w
eigh
ing
scal
es
----
----
----
----
----
----
----
----
----
----
----
----
----
----
--(R
up
ees)
----
----
----
----
----
----
----
----
----
----
----
----
----
----
---
----
----
----
----
----
----
----
----
----
----
----
----
---(
Ru
pee
s)--
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
--(R
upee
s)--
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
- (R
upee
s) -
----
----
----
----
----
----
----
----
----
----
----
----
----
For
the
year
D
ispo
sals
A
s at
30 J
une
2012
As
at
30 J
une
2012
Free
hold
Lan
d
Add
ition
s D
elet
ions
S
urpl
us o
n
reva
luat
ion
As
at
30 J
une
2012
As
at
01 J
uly
2011
46 Fazal Cloth Mills Limited
2013 2012
Note Rupees Rupees
4.2 Capital work-in-progress
Opening balance 162,919,560 156,084,017
Additions during the year 1,114,106,111 2,185,758,045
Transfers during the year (1,108,480,473) (2,178,922,502)
Closing balance 168,545,198 162,919,560
Breakup of closing balance of capital work-in-progress:
Factory buildings
Material and expenses 52,991,390 27,833,068
Advance payments 44,750,183 20,279,515
97,741,573 48,112,583
Non-factory buildings
Material and expenses 39,690,801 1,936,637
Plant and machinery
Cost and expenses 1,907,064 183,160
Advance payments 27,213,847 -
Letters of credit - 112,687,180
29,120,911 112,870,340
Furniture and fixtures
Advance payments 14,600 -
Office equipment
Advance payments 147,298 -
Electric fittings & Installations
Advance payments 1,830,015 -
168,545,198 162,919,560
4.3 Depreciation is allocated as under:
Cost of sales 27 514,808,069 398,488,284
Administrative expenses 29 19,744,895 12,727,528
534,552,964 411,215,812
4.4 Property, plant and equipement of the Company were first revalued on 30 June 2007 by an independent valuer on the
basis of depreciated replacement values which resulted in the surplus of Rs. 2,915 million. The next revaluation had
been carried out on 31 March 2012 by another independent valuer on the basis of depreciated replacement values
which resulted in the additional surplus of Rs.2,028 million.
Had there been no revaluation, the net book value of operating fixed assets are as follows:
Cost Depreciation Net book value
---------------------------------- (Rupees) ----------------------------------
30 June 2013
Freehold land 144,431,518 - 144,431,518
Building 1,482,476,363 324,317,679 1,158,158,684
Plant & machinery and others 8,866,388,298 2,386,394,233 6,479,994,065
10,493,296,179 2,710,711,912 7,782,584,267
30 June 2012 9,007,739,566 2,380,912,616 6,626,826,950
47Annual Report 2013
4.5
Rea
sses
sed
valu
e /
orig
inal
cost
Acc
umul
ated
depr
ecia
tion
Net
boo
k
valu
e
Sal
e
proc
eeds
Gai
n/(lo
ss)
on d
ispo
sal
Mod
e of
dis
posa
l
Toyo
ta C
orol
la 1
299
CC
951,
975
761,
716
190,
259
40
0,00
0
2
09,7
41
Neg
otia
tion
Ehsa
n El
ahi
Toyo
ta C
orol
la A
tlas
1,83
2,75
0
1,
058,
499
774,
251
1,
850,
000
1
,075
,749
In
sura
nce
Cla
imA
dam
jee
Insu
ranc
e Li
mite
d
Hon
da C
ivic
179
9 C
C1,
454,
174
93
5,79
8 51
8,37
6
1,41
5,00
0
8
96,6
24
Insu
ranc
e C
laim
Ada
mje
e In
sura
nce
Lim
ited
Elec
tron
ic W
inde
r an
d Tw
iste
rs3,
642,
910
3,25
6,44
5 38
6,46
5
1,32
6,75
0
9
40,2
85
Neg
otia
tion
AZ
& Br
othe
rs
Con
er A
utom
atic
Win
der
16,8
37,3
41
1
4,28
9,26
6 2,
548,
075
3,17
3,25
0
6
25,1
75
Neg
otia
tion
AZ
& Br
othe
rs
Dig
ital C
opie
r13
3,68
2
7
7,00
2 56
,680
91,5
77
34
,897
In
sura
nce
Cla
imA
dam
jee
Insu
ranc
e Li
mite
d
Hp
Pro
4530
5 La
ptop
Inte
l Cor
e 26
30
85,0
00
1
1,68
7 73
,313
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48 Fazal Cloth Mills Limited
2013 2012
Rupees Rupees
5. Intangible assets
Net book value at beginning of the year 3,398,483 4,538,527
Amortization for the year (1,140,044) (1,140,044)
Net book value at end of the year 2,258,439 3,398,483
Gross carrying value as at end of the year
Cost 10,514,570 10,514,570
Accumulated amortization (8,256,131) (7,116,087)
Net book value 2,258,439 3,398,483
6. Long term investments
2013 2012 2013 2012
Number of shares Note Rupees Rupees
(Restated)
Quoted - available for sale investments
62,994,031 60,414,970 Fatima Fertilizer Company Limited - 6.1 1,564,141,790 1,490,437,310
Equity interest held 2.88%
(2012: 2.88%)
Un-quoted - available for sale investments 475,000 475,000
25,790,610 25,790,610 Pakarab Fertilizers Limited -
Equity interest held 5.73% 6.1 & 6.3 252,966,706 252,966,706
(2012: 5.73%)
Un-quoted - investment in subsidiary at cost
25,000,000 Nil Fazal Weaving Mills Limited
Wholly owned subsidiary 6.2 250,000,000 -
2,067,108,496 1,743,404,016
6.1 Pak Arab Fertilizers Limited and Fatima Fertilizer Company Limited are associated companies of the Company as defined in
Companies Ordinance, 1984. However, according to International Accounting Standard 28 "Investments in Associates and
Joint Ventures", Pak Arab Fertilizers Limited and Fatima Fertilizer Company Limited are not considered as Associates as
criteria for significant influence is not met. Therefore, the investment in Pak Arab Fertilizers Limited is classified as available
for sale and is valued at cost, owing to non-availability of market value of its shares as the company is not listed on any of the
Stock Exchanges in Pakistan and investment in Fatima Fertilizer Company Limited has been classified as available for sale
with fair value changes recognized in equity, in accordance with the requirement of International Accounting Standard 39
"Financial Instruments: Recognition and Measurement".
Previously, this investment was treated as 'Investments in Associates" under equity method in accordance with the
provisions of International Accounting Standard 28 "Investments in Associates and Joint Ventures". This treatment of
valuation of investments under equity method is treated as prior period error in the current year financial statements. The
effect of prior period error due to wrong accounting treatment for valuation of these investments has been accounted for
by restatement of figures of earliest reporting periods. The effect of this restatement is summarized below:
49Annual Report 2013
2012 2011
Rupees Rupees
Unappropriated profits
Balance - as previously reported 4,150,734,634 3,100,929,710
Net cumulative effect due to rectification
of prior period error (550,695,388) (482,793,414)
Balance - as restated 3,600,039,246 2,618,136,296
Fair value reserve - available for sale financial assets
Balance - as previously reported - -
Net cumulative effect due to rectification
of prior period error 784,049,931 246,163,636
Balance - as restated 784,049,931 246,163,636
Long term investments
Balance - as previously reported 2,182,061,781 1,535,348,169
Effect due to rectification of prior period error
- derecognition of share of post acquisition profits (1,626,110,793) (1,208,800,594)
- recognition of cash and specie dividends 1,214,594,228 844,117,856
- derecognition of share of other comprehensive income (139,853,823) (118,110,676)
- derecognition of share of revaluation surplus (671,337,308) (141,896,820)
959,354,085 910,657,935
Remeasurement to fair value 784,049,931 246,163,636
Balance - as restated 1,743,404,016 1,156,821,571
Surplus on revaluation of property,
plant and equipment
Balance - as previously reported 4,461,659,446 2,334,396,213
Effect due to rectification of prior period error (671,337,308) (141,896,820)
Balance - as restated 3,790,322,138 2,192,499,393
Management has accounted for the above adjustments with retrospective effect and comparative information has
been restated in accordance with treatments specified in IAS 8 "Accounting Policies, changes in accounting estimates
and error".
6.2 The shareholders of the Company in their Extra Ordinary General Meeting held on 29 January 2013 have approved to make
M/s. Fazal Weaving Mills Limited, an associated public limited company, as a wholly owned subsidiary of M/s. Fazal Cloth
Mills Limited by investing and acquiring 24,982,500 ordinary shares of Rs. 10/- each and the remaining 17,500 shares are
held by nominee directors being qualification shares under Memorandum & Article of Association of the Subsidiary
Company. The funds for this investment were generated out of Company's own sources. The provisions of section 208 of
the Companies Ordinance, 1984 were complied with before making the investment.
6.3 During the year, the Company has received 2,579,061 shares (2012: 15,474,366 shares) of Fatima Fertilizer Company
Limited as specie dividend from Pak Arab Fertilizer Limited which have been recognized at fair value of Rs. 61.79 million as
an increase in investment of Fatima Fertilizer Company Limited. Furthermore, the company has received cash dividends
amounting to Rs. 139 million on it's investment in Fatima Fertilizers Limited which is disclosed in other income.
50 Fazal Cloth Mills Limited
2013 2012
Note Rupees Rupees
7 Stores, spares and loose tools
Stores 7.1 146,582,114 126,088,345
Spares 159,811,788 205,967,900
Loose tools 549,005 624,335
306,942,907 332,680,580
Less : Provision for slow moving items (1,770,316) (1,770,316)
305,172,591 330,910,264
7.1 This includes stores in transit of Rs. 4.89 million (2012: Rs. 55.42 million).
8 Stock-in-trade
Raw material 8.1 4,646,912,278 2,822,587,199
Work-in-process 205,937,615 172,590,755
4,852,849,893 2,995,177,954
Finished goods
Yarn 831,554,614 659,940,484
Fabric 244,214,094 118,892,687
1,075,768,708 778,833,171
5,928,618,601 3,774,011,125
8.1 This includes raw material in transit of Rs. 337.96 million (2012: Rs. 16.55 million).
9 Trade debts
Considered good
Export - secured 9.1 608,024,072 858,285,522
Local - unsecured 9.2 1,387,603,732 1,153,902,730
1,995,627,804 2,012,188,252
9.1 These are secured through banks by letters of credit.
9.2 These include due from following associated undertakings on account of trading activities.
Fazal Rehman Fabrics Limited 138,795,584 37,596,629
Amir Fine Exports (Pvrivate) Limited 8,400 8,400
138,803,984 37,605,029
51Annual Report 2013
2013 2012
Note Rupees Rupees
10 Loans and advances
Considered good
Due from associated undertaking / related party 10.1 9,681,589 21,484
Others
Advances to:
- Suppliers and contractors 117,989,180 74,832,921
Loan to:
- Executives - interest free 10.2 450,000 380,095
- Other employees 6,335,528 4,717,160
Letters of credit 6,321,583 56,555,138
140,777,880 136,506,798
10.1 Due from associated undertaking / related party
- On account of non-trading activities
Fatima Fertilizers Ltd. 9,681,589 -
Reliance Commodities (Private) Limited - 21,484
9,681,589 21,484
10.2 Maximum aggregate amount due from executives at any month end during the year was Rs. 0.45 million (2012: Rs. 0.38
million).
11 Trade deposits and short term prepayments
Deposits 4,587,000 5,535,500
Prepayments 2,068,581 1,218,711
6,655,581 6,754,211
12 Short term investments
Investments
- at fair value through profit and loss account
In quoted companies
Fatima Fertilizer Company Limited
6,520,000 (2012:6,520,000) fully paid ordinary shares of Rs. 10 each 161,891,600 160,848,400
Pakistan State Oil Company Limited
89,280 (2012: 62,000) fully paid ordinary shares of Rs. 10 each 28,603,526 15,648,271
190,495,126 176,496,671
13 Tax refunds due from government
Sales tax 103,160,318 63,324,293
Income tax - net 13.1 209,999,806 65,636,718
Excise duty 74,950 -
313,235,074 128,961,011
52 Fazal Cloth Mills Limited
2013 2012
Note Rupees Rupees
13.1 Movement of income tax
Balance at the beginning of year 65,636,718 76,105,110
Add: Advance tax paid / deducted at source 206,376,968 183,996,287
Add: Payments/adjustments against completed assessments - 8,370,659
272,013,686 268,472,056
Less: Provision for taxation 62,013,880 202,835,338
Balance at the end of the year 209,999,806 65,636,718
14. Cash and bank balances
Cash in hand 3,743,255 1,117,140
Cash at banks
- Current accounts 131,722,688 69,186,760
- Dividend accounts 18,836,397 540,656
- Saving accounts 14.1 1,697,836 1,143,799
152,256,921 70,871,215
156,000,176 71,988,355
14.1 Rate of interest and mark up on saving accounts ranges from 6% to 7% (2012: 5% to 8.2%).
15. Issued, subscribed and paid-up capital
Ordinary shares 15.1 250,000,000 226,000,000
Preference shares 15.2 - 175,000,000
250,000,000 401,000,000
15.1 Ordinary shares
2013 2012 2013 2012
---- (Number of shares) ---- Rupees Rupees
1,000,000 1,000,000 Ordinary shares of Rs. 10 each
fully paid in cash 10,000,000 10,000,000
9,187,200 9,187,200 Ordinary shares of Rs. 10 each
fully paid as right shares 91,872,000 91,872,000
14,812,800 12,412,800 Ordinary shares of Rs. 10 each
issued as bonus shares 15.1.1 148,128,000 124,128,000
25,000,000 22,600,000 250,000,000 226,000,000
15.1.1 Movement of bonus shares
Opening balance 124,128,000 85,679,940
Add: Bonus shares issued during the year 24,000,000 38,448,060
(2,400,000 shares (2012: 3844,806) ordinary shares of Rs. 10 each)
148,128,000 124,128,000
53Annual Report 2013
15.1.2 As the balance sheet date, ordinary shares held by an associated company is as follows:
2013 2012
Number of shares
Amir Fine Exports (Private) Limited 6,119,941 5,531,312
15.2 Preference shares
2013 2012 2013 2012
(Number of shares) Note Rupees Rupees
17,500,000 17,500,000 Preference shares of Rs.10 each
fully paid in cash 175,000,000 175,500,000
Less: transferred to
current liability 21 (175,000,000) -
- 175,000,000
Preference shares are issued to the following financial institutions: 2013 2012
Number of shares
MCB Bank Limited 10,000,000 10,000,000
The Bank of Punjab 2,500,000 2,500,000
Faysal Bank Limited 2,500,000 2,500,000
NIB Bank Limited 2,500,000 2,500,000
17,500,000 17,500,000
15.2.1 The Company, during the financial year ended 30 June 2006, had offered to the shareholders of the Company 30 million
preference shares of Rs.10 each at par value. The salient terms of this issue were as follows:
(a) The preference shareholders are not entitled to receive notice, attend general meetings of the Company and vote at
meetings of the shareholders of the Company, except as otherwise provided by the Companies Ordinance, 1984
(the Ordinance), whereby the holders of such shares would be entitled to vote separately as a class i.e. with respect
to voting entitlement of preference shareholders on matters/issues affecting substantive rights or liabilities of
preference shareholders.
(b) Preference shareholders will have the option to serve the notice, after the end of 7th year from the issue date, to
convert the preference shares along with accumulated dividend into the ordinary shares of the company within the
conversion period by providing written notice to the Company. In this regard a 60 days prior written notice will be
given to the Company. The preference shares along with accumulated dividend will be convertible into ordinary
shares at a 25% discount to breakup value per share or at a 25% discount to the average market value of the share in
the preceding 3 months whichever is higher.
(c) The Company may at its option redeem the preference shares whole or minimum of 20% of the outstanding face
value at any time after completion of third year from the issue date by giving at least 60 days prior written notice to
the preference shareholders.
(d) Preference shareholders shall be paid preference dividend @ 6-months KIBOR + 9.75% per annum on cumulative
basis. If the Company does not pay dividend in any year, the unpaid dividend for the relevant year will be paid in the
immediately following year along with the dividend payment for such year.
(e) The Company shall create a sinking fund reserve account from the profits of the company. Any payment on account
of the call option will only be made from the Sinking fund reserve account and profits from the current year. The
company will build up the reserve account to ensure that it is sufficient to service the exercise of the call option.
54 Fazal Cloth Mills Limited
(f) Subsequent to the year end, the Company has served a notice relating to the redemption of preference shares in
cash on 01 August 2013.
2013 2012
16 Capital reserves Note Rupees Rupees
- Share premium
Issue of 3,168,000 (2012: 3,168,000) ordinary shares of
Rs. 10 each @ Rs. 20 per share issued during 2001 63,360,000 63,360,000
Issue of 2,851,200 (2012: 2,851,200) ordinary sahres of
Rs. 10 each @ Rs. 5 per share issued during 2002 14,256,000 14,256,000
77,616,000 77,616,000
- Capital redemption reserve 16.1 175,000,000 175,000,000
252,616,000 252,616,000
16.1 This represents capital redemption reserve created for the purpose of redemption of preference shares.
2013 2012
Rupees Rupees
17 Surplus on revaluation of property, plant and equipment (Restated)
Balance at beginning of the year 4,488,235,841 2,551,578,393
Add:
Surplus arising due to revaluation of property, plant and equipment - 2,028,266,066
Less:
Transferred to unappropriated profit on account of:
Incremental depreciation - net of deferred tax (133,391,944) (91,608,618)
Effect of disposal of property, plant and equipment (11,572,351) -
4,343,271,546 4,488,235,841
Less: Related deferred tax liability on
Opening balance of revaluation 697,913,703 359,079,000
Surplus arising due to revaluation of property,
plant and equipment 116,938,401 456,080,865
Incremental depreciation charged on related assets (167,470,520) (117,246,162)
647,381,584 697,913,703
3,695,889,962 3,790,322,138
2013 2012
18 Long term financing Rupees Rupees
Banking Companies
Askari Bank Limited
- Term finance - V 18.1 - 46,362,000
- Term finance - VI under LTF-EOP scheme 18.2 6,732,000 10,098,000
- Term finance - under LTF-EOP scheme 18.3 44,316,501 59,088,667
- Term finance - VII 18.4 (a) 63,919,399 82,182,086
- Term finance - VII under LTFF scheme 18.4 (b) 8,997,029 11,567,608
- Term finance - VIII 18.5 (a) 62,970,147 71,845,457
- Term finance - VIII under LTFF scheme 18.5 (b) 38,608,496 47,259,286
225,543,572 328,403,104
55Annual Report 2013
2013 2012
Note Rupees Rupees
Soneri Bank Limited
- Term finance 18.6 24,300,000 40,700,000
- Term finance 18.7 50,000,000 50,000,000
- Term finance 18.8 149,927,045 -
- Term finance 18.9 350,000,000 -
574,227,045 90,700,000
Faysal Bank Limited
- Term finance 18.10 100,000,000 150,000,000
- Term finance 18.11 200,000,000 200,000,000
- Term finance 18.12 (a) 237,586,502 237,586,502
- Term finance under LTFF scheme 18.12 (b) 112,413,498 112,413,498
- Term finance 18.13 200,000,000 -
850,000,000 700,000,000
Habib Bank Limited
- Demand finance 18.14 (a) 53,847,275 89,745,458
- Demand finance under LTF-EOP scheme 18.14 (b) 14,421,115 20,189,625
68,268,390 109,935,083
National Bank of Pakistan
- Demand finance - IV 18.15 120,000,000 160,000,000
- Demand finance - III 18.16 (a) 71,318,646 97,294,058
- Demand finance - III under LTFF scheme 18.16 (b) 32,122,277 41,300,071
- Demand finance - VI 18.17 (a) 207,167,200 125,665,600
- Demand finance - VI under LTFF scheme 18.17 (b) 62,832,800 -
493,440,923 424,259,729
United Bank Limited
- Demand finance-I B 18.18 26,288,424 78,865,264
- Demand finance-I C 18.19 10,000,000 20,000,000
- Demand finance-II 18.20 (a) 17,130,000 51,389,000
- Demand finance - under LTF-EOP scheme 18.20 (b) 7,551,000 12,585,000
- Demand finance-III under LTF-EOP scheme 18.21 2,311,576 6,934,736
- Demand finance-IV under LTF-EOP scheme 18.22 4,166,670 12,500,004
67,447,670 182,274,004
MCB Bank Limited
- Demand finance under LTF-EOP scheme 18.23 - 4,899,438
- Demand finance under LTFF scheme 18.24 320,761,619 349,921,766
320,761,619 354,821,204
Allied Bank Limited
- Demand finance 18.25 (a) 54,414,246 90,690,408
- Demand finance under LTF-EOP scheme 18.25 (b) 14,617,984 19,526,572
- Demand finance under LTFF scheme 18.25 (c) 680,074 1,133,454
- Term loan - 2 18.26 (a) 129,319,516 143,577,505
- Term loan - 2 under LTFF scheme 18.26 (b) 96,830,415 101,805,806
- Term loan - 3 18.27 (a) 216,669,192 239,743,698
- Term loan - 3 under LTFF Scheme 18.27 (b) 8,998,645 8,998,645
- Term loan - 4 18.28 (a) 621,759,795 621,759,795
- Term loan - 4 under LTFF scheme 18.28 (b) 4,240,205 4,240,205
- Term loan - 5 18.29 218,431,188 -
1,365,961,260 1,231,476,08856 Fazal Cloth Mills Limited
2013 2012
Note Rupees Rupees
Pak Kuwait Investment Company (Private) Limited
- Term finance 18.30 210,000,000 270,000,000
Saudi Pak Industrial and Agricultural Investment Company Limited
- Term finance 18.31 (a) 99,794,666 108,867,000
- Term finance under LTFF scheme 18.31 (b) 129,372,001 141,133,000
229,166,667 250,000,000
Pak Brunei Investment Company Limited
- Term finance under LTFF scheme 18.32 199,995,050 199,995,050
- Term finance 18.33 200,000,000 -
399,995,050 199,995,050
Pak Oman Investment Company Limited
- Term finance under LTFF scheme 18.34 99,998,000 99,998,000
Bank Al Falah
- Term finance 18.35 325,000,000 -
5,229,810,196 4,241,862,262
Less:
Current portion grouped under current liabilities 837,688,363 600,073,758
4,392,121,833 3,641,788,504
18.1 Askari Bank Limited - TF-V
This finance has been obtained to finance permanent working capital requirement/refinancing of fixed assets. This finance
was fully repaid during the current year. Originally it was repayable in 5 semi annual installments with break up of first 4
installments of Rs. 15 million each and 5th/last installments of Rs.240 million. 1st installment was due after 12 months of
first draw dawn. However, as per revised terms during the year 2008, balance amount of Rs.255 million was repayable in 11
equal semi annual installments of principle amount. Before this revision in the terms, this finance carried markup at the rate
of 6 months average KIBOR ask rate + 2.50% per annum with a floor of 4.25% per annum however, after revision in terms, it
carried mark up at the rate of 6 months KIBOR + 1.25% per annum with a floor of 4.25% per annum. During the year markup
was charged at the rates ranging from 10.63 % per annum to 13.31 % per annum (2012: from 13.27% per annum to
15.03% per annum). This finance was secured against 1st Joint Pari Passu Charge/Mortgage of Rs.723.5 million on all
present and future fixed assets of the Company and personal guarantees of the sponsoring directors of the Company.
18.2 Askari Bank Limited - TF-VI under LTF-EOP scheme
This finance has been obtained for the purpose of disbursement and retirement of letters of credit of Meezan Bank Limited
opened for import of Caterpillar Gas Generator set. During the year 2008 this finance was approved and refinanced by the
State Bank of Pakistan under LTF-EOP scheme. This finance is repayable in 12 half yearly installments commencing from
July 10, 2008 after a grace period of one year. However, during the year 2009, SBP has allowed grace period of one year
starting from January 01, 2009 to December 31, 2009 and accordingly last installment is due on January 26, 2015 . This
finance carried mark up at the rate of 6 months KIBOR + 2.50% per annum before refinancing by SBP under LTF-EOP
scheme, however, after approval and refinancing by SBP under LTF-EOP. It carries mark up at the rate of SBP rate + 2.00%
per annum. During the year mark up was charged at the rate of 7.00% per annum (2012: 7.00% per annum). It is secured
against the security as stated in note 18.1.
57Annual Report 2013
18.3 Askari Bank Limited - TF under LTF-EOP scheme
This finance has been disbursed during the year 2008 for the purpose of retirement of letter of credit opened for import of
Caterpillar Gas Generator sets. This finance was approved and refinanced by the State Bank of Pakistan under LTF-EOP
scheme. This finance is repayable in 12 half yearly equal installments of principle amount commencing after a grace
period of one year. However, during the year 2009 SBP has allowed grace period of one year starting from January 01,
2009 to December 31, 2009 and accordingly last installment is due on 08 June 2016. It carries mark up at the rate of SBP
rate + 2.00% per annum. During the year mark up was charged at the rate of 7.00% per annum (2012: 7.00% per
annum.). It is secured against the security as stated in note 18.1.
18.4 (a) Askari Bank Limited - TF-VII
This finance has been obtained for the purpose of retirement of letters of credit opened for import of textile machinery. It is
repayable within a period of eight years including two years grace period in 12 half yearly equal installments of principal
amount. This finance carries markup at the rate of 6 months KIBOR + 1.25% per annum with floor of 4.25% per annum.
During the year markup was charged at the rates ranging from 10.63 % per annum to 13.31 % per annum (2012: from
13.27% per annum to 15.05% per annum). It is secured against the security as stated in note 18.1.
18.4 (b) Askari Bank Limited - TF-VII under LTFF scheme
During the year 2010, an amount of Rs.15.4 million out of term finance VII of Askari Bank Limited was approved and
refinanced by the State Bank of Pakistan under LTFF scheme against imported textile machinery eligible under the scheme.
This finance is repayable in 12 equal installments of principal amount. Last installment is falling due on 30 September 2016.
This finance carries mark up at the rate of SBP rate + 3.00 % per annum. During the year mark up was charged at the rate of
10.50% per annum (2012: 10.50% per annum) . It is secured against the security as sated in note 18.1.
18.5 (a) Askari Bank Limited - TF-VIII
This finance has been obtained during the year 2010 for the purpose of retirement of letters of credit opened for import of
textile machinery. It is repayable within a period of eight years including two years grace period in 12 half yearly equal
installments of principal amount. Last installment is falling due on 23 December 2017. This finance carries markup at the rate
of 6 months KIBOR + 2.00% per annum. During the year markup was charged at the rates ranging from 11.38% per annum
to 14.06 % per annum (2012: from 14.02% per annum to 15.03% per annum) . It is secured against the security as stated in
note 18.1.
18.5 (b) Askari Bank Limited - TF-VIII under LTFF scheme
During year 2011 an amount of Rs. 19.2 million and during the year 2010, an amount of Rs.32.7 million, out of term finance
VIII of Askari Bank Limited were approved and refinanced by the State Bank of Pakistan under LTFF scheme against imported
textile machinery eligible under the scheme. This finance is repayable in 12 equal installments of principal amount. Last
installment is falling due on 23 December 2017. This finance carries mark up at the rate of SBP rate + 3.00 % per annum.
During the year mark up was charged at the rate of 10.50% per annum (2012: 10.50% per annum). It is secured against the
security as stated in note 18.1.
18.6 Soneri Bank Limited - TF
During the year 2009, a term finance amounting to Rs.82 million was obtained for BMR projects and retirement of letters of
credit. It is repayable within a period of 6 years including one year grace period in 10 equal semi annual installments of
principal amount. It carries mark up at the rate of 6 months KIBOR + 1.25% per annum. During the year mark up was
charged at the rates ranging from 10.61 % per annum to 13.25 % per annum (2012: from 13.20% per annum to 15.05% per
58 Fazal Cloth Mills Limited
annum). It is secured against 1st Joint Pari Passu charge/mortgage of Rs. 834 million over all present and future fixed
assets of the Company and personal guarantees of the sponsoring directors of the Company.
18.7 Soneri Bank Limited - TF
During the year 2012, a term finance amounting to Rs.50 million was obtained from Soneri Bank Limited for ongoing BMR
projects. It is repayable within the period of six years inclusive of one & half year grace period in 9 semi annual equal
installments of principal amount. It carries mark up at the rate of 6 months KIBOR + 2.00% per annum. During the year
mark up was charged at the rates ranging from 11.36% per annum to 14.00% per annum (2012: 13.95% per annum). It is
secured against the security as stated in note 18.6.
18.8 Soneri Bank Limited - TF
During the current year, a term finance of Rs.149.9 million has been obtained from Soneri Bank Limited to finance the
retirement of letter of credit opened for import of textile machinery. Limit of this term finance was Rs.150 million. It is
repayable within the period of seven years inclusive of two years grace period in ten half yearly equal installments of
principal amount. It carries mark up at the rate of 6 months KIBOR + 1.75% per annum. During the year mark up was
charged at the rates ranging from 11.10% per annum to 11.24% per annum. It is secured against the security as stated in
note 18.6.
18.9 Soneri Bank Limited - TF
During the current year, a term finance of Rs.350 million has been obtained from Soneri Bank Limited for BMR projects. Limit
of this term finance was Rs.350 million. It is repayable within the period of seven years inclusive of two years grace period in
ten half yearly equal installments of principal amount. It carries mark up at the rate of 6 months KIBOR + 1.75% per annum.
During the year mark up was charged at the rates ranging from 11.11% per annum to 12.28% per annum. It is secured
against the security as stated in note 18.6.
18.10 Faysal Bank Limited - TF
This finance was obtained during the year 2009 to finance the import of textile machinery and existing fixed assets. It is
repayable within a period of 6 years including two years grace period in 8 equal semi annual installments of principal
amount. It carries mark up at the rate of 6 months KIBOR + 2.50% per annum. During the year mark up was charged at the
rates ranging from 11.90% per annum to 14.53% per annum (2012: from 14.48% per annum to 16.29% per annum). It is
secured against 1st Joint Pari Passu charge/mortgage of Rs.1,269 million over all present and future fixed assets of the
Company and personal guarantees of the sponsoring directors.
18.11 Faysal Bank Limited - TF
This finance was obtained during the year 2012 for the purpose of partially financing the additional cost of ongoing
expansions and BMR projects. It is repayable within the period of seven years inclusive of two years grace period in 10 semi
annual equal installments of principal amount. It carries mark up at the rate of 6 months KIBOR + 2.25% per annum. During
the year mark up was charged at the rates ranging from 11.60% per annum to 14.24% per annum (2012: from 14.42% per
annum to 16.30% per annum). This finance is secured against security as stated in note 18.10
18.12 (a) Faysal Bank Limited - TF
During the year 2012, a term finance /ltff amounting to Rs.350 million was obtained from Faysal Bank Limited for retirement
of letters of credits opened for imported plant and machinery. Sanctioned limit of this finance was Rs.350 million. It is
repayable within the period of seven years inclusive of two years grace period in 10 semi annual equal installments of
59Annual Report 2013
principal amount. It carries mark up at the rate of 6 months KIBOR + 2.25% per annum. During the year mark up was
charged at the rates ranging from 12.01% per annum to 14.50% per annum (2012: from 14.48% per annum to 15.46% per
annum). This finance is secured against the security as stated in note 18.10.
18.12 (b) Faysal Bank Limitd - Term Finance under LTFF scheme
During the year 2012, an amount of Rs.112.4 million out of term finance of Rs.350 million of Faysal Bank Limited were
approved and refinanced by the State Bank of Pakistan under ltff scheme against imported textile machinery eligible under
the scheme. This finance is repayable in 10 equal installments of principal amount after grace period of two years. This
finance carries mark up at the rate of SBP rate + 3.00 % per annum. During the year mark up was charged at the rate of
12.70% per annum (2012: 12.70% per annum). It is secured against the security as stated in note 18.10.
18.13 Faysal Bank Limited - TF
During the current year, a term finance of Rs.200 million has been obtained from Faysal Bank Limited to finance the
retirement of letter of credit opened for import of textile machinery. Limit of this term finance was Rs.200 million. It is
repayable within the period of seven years inclusive of two years grace period in ten half yearly equal installments of
principal amount. It carries mark up at the rate of 6 months KIBOR + 2.00% per annum. During the year mark up was
charged at the rates ranging from 11.35% per annum to 11.50% per annum. It is secured against the security as stated in
note 18.10.
18.14 (a) Habib Bank Limited - DF
This finance has been disbursed for the purpose of retirement of letters of credit and swap of other expensive term finances.
This finance is repayable with in seven years inclusive of one year grace period in 12 half yearly equal installments of
principal amount. It carries mark up at the rate of 6 months KIBOR + spreads of 1.00% per annum for first year, 1.25% per
annum for second year and 1.50% per annum from third year to onward. During the year mark up was charged at the rates
ranging from 10.99% per annum to 13.52% per annum (2012: from 13.42% per annum to 15.08% per annum). It is secured
against 1st Joint Pari Passu charge/mortgage of Rs.694 million on all present and future fixed assets of the Company and
personal guarantees of the sponsoring directors of the company. During the year 2009 an amount of Rs.0.92 million and
year 2008 an amount of Rs.33.6 million out of this finance were refinanced by the State Bank of Pakistan under LTF-EOP
scheme and accordingly transferred to DF under LTF-EOP of Habib Bank Limited as stated in note 18.14(b).
18.14 (b) Habib Bank Limited - DF under LTF-EOP scheme
During the year 2009 an amounts of Rs.0.92 million and year 2008 an amount of Rs. 33.68 million out of demand finance of
Habib Bank Limited were approved and refinanced by the State Bank of Pakistan under LTF-EOP scheme against the
imported textile machinery. This finance is repayable in 12 equal half yearly installments of principle amount. However,
during the year 2009, SBP has allowed grace period of one year starting from 01 January 2009 to 31 December 2009 and
accordingly last installment is due on 19 November 2015. This finance carries mark up at the rate of SBP rate + 2.00% per
annum. During the year mark up was charged at the rate of 7% per annum (2012: 7.00% per annum). This finance is secured
against the security as stated in note 18.14(a).
18.15 National Bank of Pakistan - DF-IV
This finance has been obtained during the year 2010 for the purpose of re-profiling of balance sheet to ease out cash flow
burdens owing to repayments of long term loans. It is repayable within a period of six years including one year grace period
in 10 half yearly equal installments of principal amount. Last installment is falling due on 16 March 2016. This finance carries
markup at the rate of 6 months KIBOR + 2.00% per annum. During the year markup was charged at the rates ranging from
11.38% per annum to 14.06% per annum (2012: from 13.97% per annum to 15.78% per annum). It is secured against 1st
60 Fazal Cloth Mills Limited
Joint Pari Passu charge/mortgage of Rs.1,400 million on all present and future fixed assets of the Company and personal
guarantees of the sponsoring directors of the Company.
18.16 (a) National Bank of Pakistan - DF III
During the year 2012, a demand finance amounting to Rs.147.7 million was obtained from National Bank of Pakistan for
retirement of 720 days letters of credits opened for imported plant and machinery. Sanctioned limit of this finance was
Rs.147.7 million. It is repayable within the period of five years without grace in 10 semi annual equal installments of
principal amount. It carries mark up at the rate of 6 months KIBOR + 2.00% per annum. During the year mark up was
charged at the rates ranging from 11.38% per annum to 14.06% per annum (2012: from 13.93% per annum to 14.02% per
annum). This finance is secured against the security as stated in note 18.15.
18.16 (b) National Bank of Pakistan - DF III under LTFF scheme
During year 2012, an amount of Rs.45.8 million out of demand finance III of National Bank of Pakistan were approved and
refinanced by the State Bank of Pakistan under LTFF scheme against imported textile machinery eligible under the scheme.
This finance is repayable in 10 equal installments of principal amount. This finance carries mark up at the rate of SBP rate +
3.00 % per annum. During the year mark up was charged at the rate of 12.60% per annum (2012: 12.60% per annum). It is
secured against the security as stated in note 18.15.
18.17 (a) National Bank of Pakistan - DF VI
This finance amounting to Rs.270 million has been obtained from National Bank of Pakistan for retirement of letters of
credits opened for imported plant and machinery. Sanctioned limit of this finance was Rs.270 million. It is repayable within
the period of six years inclusive of one year grace period in 10 semi annual equal installments of principal amount. It carries
mark up at the rate of 6 months KIBOR + 2.00% per annum. During the year mark up was charged at the rates ranging from
11.88% per annum to 14.56% per annum (2012: 14.50% per annum). This finance is secured against the security as stated
in note 18.15.
18.17 (b) National Bank of Pakistan - DF VI under LTFF scheme
During current year, an amount of Rs.62.8 million out of demand finance VI of National Bank of Pakistan were approved and
refinanced by the State Bank of Pakistan under LTFF scheme against imported textile machinery eligible under the scheme.
This finance is repayable in 10 equal installments of principal amount. This finance carries mark up at the rate of SBP rate +
3.00 % pa. During the year mark up was charged at the rate of 11.20% per annum. It is secured against the security as
stated in note 18.15.
18.18 United Bank Limited - DF-I B
This finance has been obtained for retirement of import documents of plant and machinery . It is repayable in 10 bi-annual
installments of principal amount commencing from 31 March 2009 after grace period of 2 years. Originally it carried markup
at the rate of 6 months KIBOR Ask Rate + 2.00% per annum. During the year 2008, pricing was reduced to 3 months KIBOR
Ask rate + 1.00% per annum. However, during the year 2009, spread was revised to1.50 % per annum. During the year
markup was charged at the rates ranging from 10.81% per annum to 13.49% per annum (2012: from 13.41% per annum to
15.04% per annum). It is secured against 1st Joint Pari Passu charge/mortgage of Rs.911.5 million on all present and future
fixed assets of the Company and personal guarantees of the sponsoring directors of the Company.
18.19 United Bank Limited-DF-I C
This finance has been obtained for the purpose of incurring capital expenditures. It is repayable in 10 bi-annual installments
of principal amount commencing from 30 September 2009 after grace period of 2 years. Originally it carried markup at the
61Annual Report 2013
rate of 6 months KIBOR Ask Rate + 2.25% per annum. During the year 2008, pricing was reduced to 3 months KIBOR Ask
rate + 1.50% per annum. During the year markup was charged at the rates ranging from 10.81% per annum to 13.49% per
annum (2012: from 13.41% per annum to 15.04% per annum). It is secured against the security as stated in note 18.18.
18.20 (a) United Bank Limiteed - DF-II
This finance has been obtained for retirement of import documents of plant and machinery. It is repayable in 12 equal semi-
annual installments of principal amount with no grace period. Originally it carried markup at the rate of 6 months KIBOR Ask
Rate + 2.00% per annum. During the year 2008, pricing was reduced to 3 months KIBOR Ask rate + 1.00% per annum.
However, during the year 2009, spread was revised to 1.50% per annum. During the year markup was charged at the rates
ranging from 10.81% per annum to 13.49% per annum (2012: from 13.41% per annum to 15.04% per annum). It is secured
against the security as stated in note 18.18. During the year 2008, an amount of Rs.30.2 million out of this finance was
refinanced by the State Bank of Pakistan under LTF-EOP scheme and accordingly transferred to Demand Finance under LTF-
EOP of United Bank Limited as stated in note 18.20(b).
18.20 (b) United Bank Limited - DF under LTF-EOP scheme
During the year 2008, an amount of Rs.30.2 million out of demand finance II of United Bank Limited was approved and
refinanced by the State Bank of Pakistan under LTF-EOP scheme against the imported textile machinery eligible under the
scheme. It is repayable in 12 equal semi annual installments of principal amount. However, during the year 2009, SBP has
allowed grace period of one year starting from 01 January 2009 to 31 December 2009 and accordingly last installment is
due on 31 July 2014. This finance carries mark up at the rate of SBP rate + 2.00% per annum. During the year mark up was
charged at the rate of 7.00% per annum (2012: 7.00% per annum). This finance is secured against the security as stated in
note 18.18.
18.21 United Bank Limited - DF-III under LTF-EOP scheme
During the year 2007, an amount of Rs.23.1 million out of demand finance I B of United Bank Limited was approved and
refinanced by the State Bank of Pakistan under LTF-EOP scheme against the imported textile machinery eligible under the
scheme. It is repayable in 10 equal semi annual installments of principal amount. However, during the year 2009, SBP has
allowed one year grace period starting from 01 January 2009 to 31 December 2009 and accordingly last installment is due
on July 20, 2013. This finance carries mark up at the rate of SBP rate + 2.00% per annum. During the year mark up was
charged at the rate of 7.00% per annum (2012: 7.00% per annum). This finance is secured against the security as stated in
note 18.18.
18.22 United Bank Limited - DF-IV under LTF-EOP scheme
This finance was obtained under LTF-EOP scheme of SBP for swap of an amount of Rs.50 million out of outstanding
Diminishing Muskarika Finance of Meezan Bank Limited. This finance was approved and refinanced by the State Bank of
Pakistan under LTF-EOP scheme against the eligible textile machinery imported through Meezan Bank Limited. It is
repayable in 24 equal quarterly installments of principal amount . However, during the year 2009, SBP has allowed grace
period of one year starting from January 01, 2009 to December 31, 2009 and accordingly last installment is due on October
10, 2013. This finance carries mark up at the rate of SBP rate + 2.00% per annum. During the year mark up was charged at
the rate of 7.00% per annum (2012: 7.00% per annum). It is secured against the security as stated in note 18.18.
18.23 MCB Bank Limited - DF under LTF-EOP scheme
During the year 2007, an amount of Rs.26.9 million out of demand finance of MCB Bank Limited was approved and
refinanced by the State Bank of Pakistan under LTF-EOP scheme against the imported textile machinery eligible under the
scheme. It was repayable in 11 equal semi annual installments of principal amount. However, during the year 2009, SBP
62 Fazal Cloth Mills Limited
has allowed grace period of one year starting from 01 January 2009 to 31 December 2009 and accordingly last installment
is due on 19 February 2013. This finance was fully repaid during the current year. This finance carried mark up at the rate of
SBP rate + 2.00% per annum. During the year mark up was charged at the rate of 7.00% per annum (2012: 7.00% per
annum). This finance is secured against 1st Joint Pari Passu charge/mortgage of Rs.949 million on all present and future
fixed assets of the Company and personal guarantees of the sponsoring directors of the Company.
18.24 MCB Bank Limited - Demand Finance under LTFF scheme
During the current year a demand finance /LTFF amounting to Rs.349.9 million has been obtained from MCB Bank Limited
for retirement of letters of credits opened for imported plant and machinery. Sanctioned limit of this finance was Rs.350
million. It is repayable within the period of seven years inclusive of one year grace period in 12 semi annual equal
installments of principal amount. Entire amount was refinanced by the State Bank of Pakistan under LTFF scheme as entire
imported machinery was qualified under LTFF scheme. It carries mark up at the rate of SBP rate + 3% per annum. During
the year mark up was charged at the rate of 12.70% per annum (2012: 12.70 per annum). This finance is secured against
the security as stated in note 18.23.
18.25 (a) Allied Bank Limited - DF
This finance has been obtained for retirement of letters of credit opened for import of plant and machinery. It is repayable
with in a period of seven years including one year grace period in 12 equal bi-annual installments of principal amount. Last
installment is falling due on 04 July 2014. Originally it carried markup at the rate of 6 months KIBOR + 2.50% per annum.
During the year 2008, pricing was reduced to 6 months KIBOR + 1.50% per annum. During the year markup was charged at
the rates ranging from 10.88% per annum to 13.56% per annum (2012: from 13.52% per annum to 15.28% per annum). It is
secured against 1st Joint Pari Passu charge/mortgage of Rs.2,640 million on all present and future fixed assets of the
Company and personal guarantees of the sponsoring directors of the Company. During the year 2009 an amount of Rs. 1.2
million and year 2008 an amount of Rs.28.1 million out of this finance were refinanced by the State Bank of Pakistan under
LTF-EOP scheme and accordingly transferred to demand finance under LTF-EOP of Allied Bank Limited as stated in note
18.25(b).
18.25 (b) Allied Bank Limited - DF under LTF-EOP scheme
During the year 2009 an amount of Rs.1.2 million and year 2008 an amount of Rs.28.1 million out of demand finance of
Allied Bank Limited were approved and refinanced by the State Bank of Pakistan under LTF-EOP scheme against the
imported textile machinery eligible under the scheme. It is repayable in 12 equal semi annual installments of principle
amount commencing from 13 November 2009 after a grace period of one year. However, during the year 2009, SBP has
allowed one year grace period starting from 01 January 2009 to 31 December 2009 and accordingly last installment is due
on 16 May 2016. This finance carries mark up at the rate of SBP rate + 2.00% per annum. During the year mark up was
charged at the rate of 7.00% per annum (2012: 7.00% per annum). This finance is secured against the security as stated in
note 18.25(a).
18.25 (c) Allied Bank Limited - DF under LTFF scheme
During the year 2010, an amount of Rs.2.2 million out of demand finance of Allied Bank Limited was approved and
refinanced by the State Bank of Pakistan under LTFF scheme against imported textile machinery eligible under the scheme.
This finance is repayable in remaining 10 equal installments of principal amount. Last installment is falling due on 04 July
2014. This finance carries mark up at the rate of SBP rate + 2.50 % per annum. During the year mark up was charged at the
rate of 9.00% per annum (2012: 9.00% per annum). It is secured against the security as stated in note 18.25(a).
63Annual Report 2013
18.26 (a) Allied Bank Limited - TL-2
This finance was obtained during the year 2012 and year 2010 for the purpose of retirement of letters of credit opened for
import of textile machinery. It is repayable within a period of seven years including two years grace period in 10 half yearly
equal installments of principal amount. Last installment is falling due on 13 December 2017. This finance carries markup at
the rate of 6 months KIBOR + 2.15% per annum. During the year markup was charged at the rates ranging from 11.53% per
annum to 14.21% per annum (2012: from 14.17% per annum to 15.93% per annum). It is secured against the security as
stated in note 18.25(a).
18.26 (b) Allied Bank Limited - TL-2 under LTFF scheme
During year 2012 an amount of Rs.79.4 million and during 2010 an amount of Rs.24.8 million out of Term Loan-2 of Allied
Bank Limited were approved and refinanced by the State Bank of Pakistan under LTFF scheme against imported textile
machinery eligible under the scheme. This finance is repayable in 10 equal installments of principal amount. Last
installment is falling due on 13 December 2017. This finance carries mark up at the rate of SBP rate + 3.00 % per annum.
During the year mark up was charged at the rates ranging from 10.25% per annum to 11.20% per annum (2012: from
10.25% per annum to 11.20% per annum). It is secured against the security as stated in note 18.25(a).
18.27 (a) Allied Bank Limited - TL-3
This finance amounting to Rs.248.7 million has been obtained during the year 2011 for the purpose of retirement of letters
of credit opened for import of textile machinery. It is repayable within a period of seven years inclusive of grace period of two
years in 10 half yearly equal installments of principal amount. Last installment is falling due on 23 November 2017. This
finance carries markup at the rate of 6 months KIBOR + 2.15% per annum. During the year markup was charged at the
rates ranging from 11.53% per annum to 14.21% per annum (2012: from 14.17% per annum to 15.93% per annum). It is
secured against the security as stated in note 18.25(a).
18.27 (b) Allied Bank Limited - TL-3 under LTFF scheme
During the year 2011 an amount of Rs.8.99 million out of Term Loan-3 of Allied Bank Limited were approved and refinanced
by the State Bank of Pakistan under LTFF scheme against imported textile machinery eligible under the scheme. This
finance is repayable in 10 equal installments of principal amount after grace period of two years. Last installment is falling
due on 23 November 2017. This finance carries mark up at the rate of SBP rate + 3.00% per annum. During the year mark
up was charged at the rate of 11.20% per annum (2012: 11.20% per annum). It is secured against the security as stated in
note 18.25(a).
18.28 (a) Allied Bank Limited - Term Loan 4
During the year 2012, a term finance amounting to Rs.626 million has been obtained from Allied Bank Limited for
retirement of letters of credits opened for imported plant and machinery. Sanctioned limit of this finance was Rs.626
million. It is repayable within the period of seven years inclusive of two years grace period in 10 semi annual equal
installments of principal amount. It carries mark up at the rate of 6 months KIBOR + 2.50% per annum .During the year
mark up was charged at the rates ranging from 11.88% per annum to 14.56% per annum (2012: from 14.52% per annum to
16.30% per annum). This finance is secured against the security as stated in note 18.25(a).
18.28 (b) Allied Bank Limited - Term Loan 4 under LTFF scheme
During the year 2012, an amount of Rs.4.24 million out of term finance 4 of Allied Bank Limited was approved and
refinanced by the State Bank of Pakistan under LTFF scheme against imported textile machinery eligible under the scheme.
This finance is repayable in 10 equal installments of principal amount. This finance carries mark up at the rate of SBP rate +
3.00 % per annum. During the year mark up was charged at the rate of 12.70% per annum (2012: 12.70 % per annum). It is
secured against the security as stated in note 18.25(a).
64 Fazal Cloth Mills Limited
18.29 Allied Bank Limited - Term Loan 5
During the current year, a term finance of Rs.218.4 million has been obtained from Allied Bank Limited to finance the
retirement of Letter of Credit opened for import of textile machinery. Limit of this term finance was Rs.230 million. It is
repayable within the period of eight years, from the date of disbursement of 50% of this facility, inclusive of two years grace
period in twelve half yearly equal installments of principal amount. It carries mark up at the rate of 6 months KIBOR + 1.75%
per annum. During the year mark up was charged at the rate of 11.10% per annum. It is secured against the security as
stated in note 18.25(a).
18.30 Pak Kuwait Investment Company (Private) Limited - TF
This finance amounting to Rs.300 million has been obtained during the year 2011 from Pak Kuwait Investment Company
(Private) Limited to finance the capital expenditures of the Company's capacity expansion. It is repayable within a period of
six years inclusive of grace period of one year in 10 half yearly equal installments of principal amount. Last installment is
falling due on 28 October 2016. This finance carries markup at the rate of 6 months KIBOR + 2.45% per annum. During the
last year mark up pricing was reduced to 6 months KIBOR + 2.25% per annum. During the year markup was charged at the
rates ranging from 11.85% per annum to 14.27% per annum (2012: from 14.27% per annum to 16.14% per annum). It is
secured against the security of 1st Joint Pari Passu charge/mortgage of Rs.400 million on all present and future fixed
assets of the Company and personal guarantees of the sponsoring directors of the Company.
18.31 (a) Saudi Pak Industrial and Agricultural Investment Company Limited - TF
This finance has been obtained from Saudi Pak Industrial and Agricultural Investment Company Limited for the purpose of
retirement of letters of credit opened for import of plant and machinery. Sanctioned amount of this facility is Rs.250 million.
It is repayable within a period of eight years inclusive of grace period of two years in 12 half yearly equal installments of
principal amount. Last installment is falling due on November 03, 2018. This finance carries markup at the rate of 6 months
KIBOR + 2.75% per annum. During the year markup was charged at the rates ranging from 11.20% per annum to 14.76%
per annum (2012: from 14.65% per annum to 16.42% per annum). It is secured against the security of 1st Joint Pari Passu
charge/mortgage of Rs.575 million on all present and future fixed assets of the Company and personal guarantees of the
sponsoring directors of the Company.
18.31 (b) Saudi Pak Industrial and Agricultural Investment Company Limited-TF under LTFF scheme
During the year 2012, an amount of Rs.133.1 million and year 2010 an amount of Rs. 8 million out of Term Finance of Saudi
Pak Industrial and Agricultural Investment Company Limited was approved and refinanced by the State Bank of Pakistan
under LTFF scheme against imported textile machinery eligible under the scheme. This finance is repayable in 12 equal
installments of principal amount after grace period of two years. Last installment is falling due on November 03, 2018. This
finance carries mark up at the rate of SBP rate + 3.00 % per annum. During the year mark up was charged at the rates
ranging from 11.20% per annum to 12.70% per annum (2012: from 11.20 % per annum to 12.70% per annum). It is secured
against the security as sated in note 18.31(a).
18.32 Pak Brunei Investment Company Limited - Term Finance under LTFF scheme
During the year 2012, a term finance / LTFF amounting to Rs.199.9 million has been obtained from Pak Brunei Investment
Company Limited for retirement of letters of credits opened for imported plant and machinery. Sanctioned limit of this
finance is Rs.200 million. It is repayable within the period of eight years inclusive of two years grace period in 12 semi annual
equal installments of principal amount. Entire amount was refinanced by the State Bank of Pakistan under LTFF scheme as
entire imported machinery was qualified under LTFF scheme. It carries mark up at the rate of SBP rate + 3% per annum.
During the year mark was charged at the rate of 12.70% per annum (2012: 12.70% per annum). This finance is secured
65Annual Report 2013
against 1st Joint Pari Passu Charge/mortgage of Rs 534 million on all present and future fixed assets of the Company and
personal guarantees of the sponsoring directors.
18.33 Pak Brunei Investment Company Limited - Term Finance
During the current year, a term finance amounting to Rs.200 million has been obtained from Pak Brunei Investment
Company Limited to enable the Company to re-profile its balance sheet. It is repayable within the period of five years
inclusive of one year grace period in eight half yearly equal installments of principal amount. It carries mark up at the rate of
6 months KIBOR + 2.00% per annum. During the year mark up was charged at the rates ranging from 11.55% to 12.43%
per annum. It is secured against the security as stated in 18.32.
18.34 Pak Oman Investment Company Limited - Term Finance under LTFF scheme
During the year 2012, a term finance / LTFF amounting to Rs.100 million has been obtained from Pak Oman Investment
Company Limited for retirement of letters of credits opened for imported plant and machinery. It is repayable within the
period of seven years inclusive of two years grace period in 20 quarterly equal installments of principal amount. Entire
amount was refinanced by the State Bank of Pakistan under LTFF scheme as entire imported machinery was qualified under
LTFF scheme. It carries mark up at the rate of SBP rate + 3% per annum. During the year mark up was charged at the rate of
12.70% per annum (2012: 12.70% per annum). This finance is secured against 1st Joint Pari Passu Charge/mortgage of
Rs.134 million on all present and future fixed assets of the Company and personal guarantees of the sponsoring directors.
18.35 Bank Al Falah - Term Finance
During the current year, a term finance amounting to Rs. 325 Million has been obtained from Bank Alfalah Limited to pay-off
earlier obtained expensive debt / current portion of long term debt and to even out cash flows during payment tenor of long
term loans presently appearing. Limit of this term finance was Rs.325 million. It is repayable within the period of seven
years inclusive of two years grace period in 10 half yearly equal installments of principal amount. It carries mark up at the
rate of 6 months KIBOR + 1.75% per annum. During the year mark up was charged at the rates ranging from 11.11% to
11.51% per annum. This finance is secured against 1st Joint Pari Passu Charge/mortgage of Rs.434 million on all present
and future fixed assets of the Company and personal guarantees of the sponsoring directors.
2013 2012
Note Rupees Rupees
19 Long term musharika
- Secured
Meezan Bank Limited
- Diminishing Musharika - I 19.1 - 23,755,451
- Diminishing Musharika - II 19.2 225,000,000 250,000,000
- Diminishing Musharika - III 19.3 150,000,000 -
375,000,000 273,755,451
Less: Current portion grouped under current liabilities 50,000,000 48,755,451
325,000,000 225,000,000
19.1 Meezan Bank Limited-Diminishing Musharika- I
Diminishing Musharika-I finance was obtained from Meezan Bank Limited for repayment of cost of imported plant and
machinery. This finance has been fully repaid during the current year. It carried mark up for first 5 years (4 years plus 1
66 Fazal Cloth Mills Limited
year grace period) at the rate of 6 months KIBOR + 1.25% per annum and for the remaining period of three years at the
rate of 6 months KIBOR + 1.50% per annum. During the year, the bank has charged mark up at the rate of 13.50% per
annum (2012: from 13.46% per annum to 15.25% per annum). It was repayable in twenty eight equal quarterly
installments from the date of disbursement after one year grace period, however, during the year 2007, due to
prepayment, a grace of seven quarterly installments was allowed by the bank and accordingly remaining balance of
Rs.201.9 million was repayable in 17 equal quarterly installments over the original tenor. This finance was secured
against exclusive charge of Rs.270 million over machinery imported through Meezan Bank Limited and personal
guarantees of the sponsoring directors of the Company.
19.2 Meezan Bank Limited- Diminishing Musharika-II
Diminishing Musharika-II finance amounting to Rs.250 million has been obtained during the year 2011 from Meezan
Bank Limited for repayment of cost of imported plant and machinery. It carries mark up at the rate of 6 months KIBOR
+ 2.00% per annum. During the year, bank has charged mark up at the rates ranging from 11.51% per annum to 14.01%
per annum (2012: from 13.93% per annum to 14.01% per annum). It is repayable within seven years inclusive of two
years grace period in ten equal half yearly installments of principal amount . This finance is secured against exclusive
charge of Rs.334 million over machinery imported through Meezan Bank Limited and personal guarantees of the
sponsoring directors of the Company.
19.3 Meezan Bank Limited-Diminishing Musharika-III
During the current year, a Diminishing Musharika finance of Rs.150 million has been obtained from Meezan Bank Limited
to finance the retirement of LCs opened for import of textile machinery. It is repayable within the period of seven years
inclusive of two years grace period in ten half yearly equal installments of principal amount. It carries mark up at the rate
of 6 months KIBOR + 1.75% per annum. During the year mark up was charged at the rate of 11.08% per annum. This
finance is secured against exclusive charge of Rs.200 million over machinery imported through Meezan Bank Limited
and personal guarantees of the sponsoring directors of the Company.
2013 2012
Note Rupees Rupees
20 Deferred liabilities
Staff gratuity 20.1 99,907,603 85,596,865
Deferred taxation 20.2 1,687,387,849 1,488,732,651
1,787,295,452 1,574,329,516
20.1 Staff gratuity
The latest actuarial valuation of the Company's defined benefit plan, were conducted at 30 June 2013 using projected
unit credit method. Detail of obligation for defined benefit plan is as follows:
The amounts recognized in the balance sheet are as follows:
Present value of defined benefit obligation 130,453,221 84,624,574
Unrecognized actuarial (loss)/gain (30,545,618) 972,291
Net liability at end of the year 99,907,603 85,596,865
Net liability at beginning of the year 85,596,865 71,445,903
Change for the year 39,740,889 37,521,467
Benefits paid during the year (25,430,151) (23,370,505)
Net liability at end of the year 99,907,603 85,596,865
67Annual Report 2013
2013 2012
Rupees Rupees
Movement in the present value of defined benefit obligation is as follows:
Present value of defined benefit obligation at beginning of the year 84,624,574 74,080,961
Current service cost 28,739,694 27,150,132
Interest cost 11,001,195 10,371,335
Benefits paid (25,430,151) (23,370,505)
Actuarial loss/(gain) 31,517,909 (3,607,349)
Present value of defined benefit obligation at end of the year 130,453,221 84,624,574
Actuarial assumptions:
The following are the principal actuarial assumptions at 30 June 2013:
2013 2012
Discount rate 10.5% 13.0%
Expected rate of growth per annum in future salaries 9.5% 12.0%
Average expected remaining working life time of employees 10 years 10 years
Expected mortality rate EFU (61-66) EFU (61-66)
Historical Information:
Comparison of present value of defined benefit obligation and unrecognized actuarial gain/(loss) for five years is as
follows:
2013 2012 2011 2010 2009------------------------------------------------------ Rupees ------------------------------------------------------
Present value of defined benefit obligation 130,453,221 84,624,574 74,080,961 60,093,491 48,846,341Unrecognized actuarial gain/( loss) (30,545,618) 972,291 (2,635,058) (4,036,688) (364,743)
20.1.1 The Company's policy with regard to actuarial gains/losses is to follow the “minimum 10% corridor” recommended approach under IAS 19 (Employee Benefits).
2013 2012
Rupees Rupees
20.2 Deferred taxation
This comprises of the following:
Deferred tax liability on taxable temporary differences:
Surplus on revaluation of operating assets 647,381,578 697,913,703
Tax on Specie Dividend 62,994,031 57,835,909
Tax depreciation allowance 997,699,124 750,636,015
Deferred tax asset on deductible temporary differences:
Provision for Gratuity (20,326,704) (17,295,275)
Provision for slow moving items (360,180) (357,701)
1,687,387,849 1,488,732,651
68 Fazal Cloth Mills Limited
2013 2012
Note Rupees Rupees
(Restated)
21 Trade and other payables
Trade creditors 142,920,617 98,234,492
Accrued liabilities 847,766,677 388,615,978
Advance from customers 48,723,124 43,014,242
Un-claimed dividend 19,050,466 754,726
Preference dividend payable 25,410,385 28,490,000
Payable against redemption of preference shares 15.2.1 175,000,000 -
Due to associated undertakings 21.2 59,630,329 16,276,339
Bills payable 838,319 14,624,126
Tax deducted at source 35,712 -
Custom duties (infrastructure cess) 25.2 114,899,587 84,912,156
Workers' Profit Participation Fund 21.2 82,023,554 68,811,735
Workers' Welfare Fund 84,589,457 54,650,330
Due to employees 1,075,735 808,189
Others 175,000 -
1,602,138,962 799,192,313
21.1 Due to Associated undertaking
Hussain Ginneries Limited 7,235,335 6,701,412
Reliance Weaving Mills Limited 525,903 1,381,441
Fatima Sugar Mills Limited 4,835 4,008
Ahmed Fine Textile Mills Limited 51,823,755 8,148,977
Pak Arab Fertilizer Limited 40,501 40,501
59,630,329 16,276,339
21.2 Workers' Profit Participation Fund
Opening balance 68,811,735 56,534,593
Add:
Interest on amount utilized by the Company 4,694,280 3,880,039
Contribution for the year 78,787,179 68,811,735
152,293,194 129,226,367
Less: Payment made during the year (70,269,640) (60,414,632)
82,023,554 68,811,735
2013 2012
Rupees Rupees
22 Accrued profit / interest / mark-up
Profit/interest/mark-up accrued on:
Long term financing 179,400,797 168,548,673
Short term borrowings 70,115,929 84,422,578
249,516,726 252,971,251
69Annual Report 2013
2013 2012
Note Rupees Rupees
23 Short term borrowings
Banking Companies
Secured
Cash finance 1,630,804,137 464,636,223
Running finance 229,905,957 1,151,680,262
Finance against foreign bills / packing credit 84,116,787 32,023,908
Foreign currency export finance 609,085,065 1,176,501,590
Finance against imported merchandise 897,368,687 873,348,492
Money market loan 885,900,000 100,000,000
4,337,180,633 3,798,190,475
23.1 These facilities are obtained from various commercial banks under mark-up arrangements are aggregating to Rs. 10
billion (2012: Rs.7.9 billion) for working capital requirements. During the year, mark-up was charged by banks at various
rates ranging from 10.07% per annum to 13.51% per annum on monthly / quarterly basis (2012: from 12.92% per
annum to 15.29% per annum on monthly / quarterly basis). The aggregate facilities are secured against pledge /
hypothecation of stocks-in-trade, stores and spares, charge on current assets and personal guarantees of the
sponsoring directors except nominee director. Facilities which remained unutilized at year end were Rs.8.18 billion
(2012: Rs.6.23 billion).
2013 2012
Note Rupees Rupees
24 Current portion of long term liabilities
Long term financing 18 837,688,363 600,073,758
Long term Musharika 19 50,000,000 48,755,451
887,688,363 648,829,209
25 Contingencies and commitments
25.1 The following proceedings have been initiated by the tax authorities:
25.1.1 Amendment proceedings initiated by the Additional Commissioner Inland Revenue, under section 122(5A) of the Income
Tax Ordinance, 2001 for the tax year 2009 and an income tax demand of Rs.140.6 million has been raised against the
company through order dated 23 October 2012. The Company has preferred appeal before the commissioner inland
revenue (appeal) which has been heard and decision is awaited.
25.1.2 Company's appeals against the amendment orders passed under section 122(5A) & 122(5) of the Income tax Ordinance,
2001 in respect of tax years 2004 & 2006 respectively, have been disposed of by the Commissioner Inland Revenue
[CIR(A)] through its separate orders dated 30 July 2011 and a substantial relief has been extended to the company. In
respect of the issues which were not favourably decided by the CIR(A), Company has preferred appeals before Appellate
Tribunal Inland Revenue (Tribunal), which have not yet been taken up for hearing.
70 Fazal Cloth Mills Limited
25.1.3 Consequent to the amendment of deemed assessment for tax year 2007 through order passed under section 122(5) of
the Ordinance by the Assistant Commissioner Inland Revenue (Audit), the Company contested such order in appeal before
the Commissioner Inland Revenue (Appeals) [CIR (A)] which remained successful on various accounts. The Company has
preferred further appeal before the Tribunal to assail the issues not decided favourably by CIR(A) and as such cross appeals
in respect of tax year 2007 are pending hearing before Tribunal.
25.1.4 The issue of admissibility of 'return to preference shareholders' was disputed in the amendment proceedings for tax years
2007 and 2009 on the grounds that such payments were not classified as 'profit on debt' as claimed by the Company. In
this respect, the Company's appeal are pending at judication, considering the matter as un-precedeted in nature, ultimate
outcome thereof cannot be predicted with certainty at this stage.
25.1.5 Based on the discrepancies identified through computerized risk evaluation of Sales Tax (CREST), proceeding regarding
alleged non-compliance with provision of notification SROs 283(I)/2011 & 1125(I)/2011 respectively dated 01 April 2011
and 31 December 2011 were initiated against the company through notice dated 11 July 2013. While detailed submission
have been filed, departmental action thereon has not been finalised.
25.1.6 Through show cause notice dated 14 November 2012, proceedings under section 182 of the Ordinance were initiated
against the company for imposition of penalty, of Rs 7 million approximately, for non-payment of tax demand raised
through amendment order dated 23 October 2012. Company's position in the matter was duly communicated to the
concerned officials on 22 November 2012. Since, the department has not proceeded any further in the matter, thus
related exposure, if any, cannot be assessed at this stage.
25.2 The infrastructure cess levied by the Excise and Taxation Department of Sindh under section 9 of Sindh Finance Act 1994
on items imported by the company. The company has filed an appeal in the Sindh High Court at Karachi against the said
levy. The appeal is pending for decision till the balance sheet date. However keeping in view any unfavorable outcome of
the appeal, the Company has provided the balance payable amount in these financial statements.
25.3 Commitments
2013 2012
Rupees Rupees
25.3.1 Guarantees issued by various commercial banks, in
respect of financial and operational obligations of the
Company, to various institutions and corporate bodies. 315,040,715 260,345,000
25.3.2 Commitments against irrevocable letters of credit:
- capital expenditure 743,750,937 32,899,567
- raw material and stores and spares 266,457,826 239,843,281
1,325,249,478 533,087,848
71Annual Report 2013
2013 2012
Note Rupees Rupees
26 Sales - net
Local:
Yarn 10,055,464,974 10,387,385,847
Comber noil 10,181,583 6,528,822
Fabric 1,953,749,307 837,723,542
Waste 98,465,429 103,534,693
12,117,861,293 11,335,172,904
Raw material 150,428,262 247,958,733
Conversion 21,077,770 -
12,289,367,325 11,583,131,637
Less:
Sales return 86,047,449 80,842,063
Sales tax 142,597,775 -
Commission 45,031,840 31,914,300
273,677,064 112,756,363
Net local sales 12,015,690,261 11,470,375,274
Export:
Yarn - Net 6,976,150,960 7,387,755,107
Fabric 1,347,825,769 678,572,155
Comber noil 336,303,086 370,030,336
Waste 11,482,235 3,398,000
8,671,762,050 8,439,755,598
Raw material - 4,392,203
8,671,762,050 8,444,147,801
Less:
Commission 118,815,503 164,078,568
Sales return 10,048,922 -
128,864,425 164,078,568
Net export sales 8,542,897,625 8,280,069,233
20,558,587,886 19,750,444,507
27 Cost of sales
Raw material consumed 27.1 12,775,004,147 12,434,336,584
Packing material consumed 226,664,478 237,273,205
Salaries, wages and benefits 27.2 1,222,434,206 806,614,571
Traveling and conveyance 5,706,777 3,553,460
Power and fuel 1,683,664,332 1,240,981,176
Stores and spares consumed 370,822,514 324,204,139
Processing charges 15,090,476 17,294,436
Repair and maintenance 30,454,607 33,336,244
Insurance 49,266,204 37,528,856
Depreciation 4.3 514,808,069 398,488,284
Rates and taxes 11,186,041 4,825,315
Others 1,041,510 715,606
C/F 16,906,143,361 15,539,151,876
72 Fazal Cloth Mills Limited
2013 2012
Note Rupees Rupees
B/F 16,906,143,361 15,539,151,876
Adjustment of work-in-process
Opening stock 172,590,755 163,759,089
Closing stock (205,937,615) (172,590,755)
(33,346,860) (8,831,666)
Cost of goods manufactured 16,872,796,501 15,530,320,210
Adjustment of finished goods
Opening stock 778,833,171 789,116,676
Finished goods purchased 961,507,523 1,155,156,903
Closing stock (1,075,768,708) (778,833,171)
664,571,986 1,165,440,408
Cost of goods sold 17,537,368,487 16,695,760,618
Cost of raw material sold 130,982,654 223,493,415
17,668,351,141 16,919,254,033
27.1 Raw material consumed
Opening stock 2,822,587,199 2,457,338,332
Purchases and expenses 14,419,937,401 12,520,896,111
Transfer from ginning unit 27.1.1 187,633,528 287,797,088
14,607,570,929 12,808,693,199
17,430,158,128 15,266,031,531
Less:
Insurance claim 8,241,703 9,107,713
Closing stock 4,308,953,542 2,806,033,353
Stock in transit 337,958,736 16,553,881
4,655,153,981 2,831,694,947
12,775,004,147 12,434,336,584
27.1.1 Production cost of ginning unit - net
Raw material purchased and consumed 217,003,661 356,653,663
Lease charges 1,250,000 500,000
Salaries, wages and benefits 4,440,057 4,709,616
Traveling and conveyance 663,594 632,042
Repair and maintenance 943,029 717,429
Store consumption 379,439 203,074
Utilities 639,374 3,242,579
Entertainment 142,014 147,058
Legal and professional 40,750 -
Printing and stationery 22,565 31,718
Communication 37,225 48,480
Insurance 134,438 216,612
Others 691,953 233,875
226,388,099 367,336,146
Less: Sale of cotton seed (38,754,571) (79,539,058)
Transferred to raw material consumed 187,633,528 287,797,088
73Annual Report 2013
The Company has acquired a cotton ginning factory (Hussain Ginneries Limited) on operating lease basis. Its total cost of
production, after adjustment of sale of cotton seed to third parties, has been transferred to the company as raw material
cost.
27.2 These include Rs. 33.6 million (2012: Rs. 31.04 million) in respect of staff retirement benefits.
2013 2012
28 Distribution cost Note Rupees Rupees
Export sales
Export development surcharge 20,102,810 21,131,950
Freight, shipment and handling charges 210,722,370 194,778,812
Insurance 2,600,867 2,409,393
Local sales
Freight, shipment, handling and other charges 22,704,640 23,686,655
Insurance 639,093 617,822
256,769,780 242,624,632
2013 2012
Note Rupees Rupees
29 Administrative expenses (Restated)
Salaries and benefits 29.1 121,539,263 87,847,778
Traveling and conveyance 29.2 7,008,376 11,361,781
Vehicle running and maintenance 18,951,203 14,533,831
Rent, rates, taxes and fees 7,356,033 5,974,303
Electricity, gas and water 1,788,829 1,752,959
Entertainment/ guest house expenses 6,364,867 4,978,672
Communication 9,431,581 10,530,670
Printing and stationery 4,253,539 3,981,490
Insurance 3,435,444 2,645,049
Repair and maintenance 4,881,874 5,961,795
Subscription/ advertisement 1,476,862 4,235,481
Auditors' remuneration 29.3 1,010,647 635,000
Legal and professional charges 4,308,821 6,165,470
Directors' meeting fee 105,000 75,000
Depreciation 4.3 19,744,895 12,727,528
Amortization 5 1,140,044 1,140,044
Others 1,042,342 769,089
213,839,620 175,315,940
29.1 These include Rs. 6.13 million (2012: Rs. 6.52 million) in respect of staff retirement benefits.
29.2 These include directors traveling expense of Rs. 3.2 million (2012: Rs. 8.6 million).
29.3 Auditors' remuneration
Fee for statutory audit 670,000 390,000
Fee for half yearly review and other certifications 230,000 135,000
Out of pocket expenses 75,647 75,000
975,647 600,000
Workers profit participation fund's audit fee 35,000 35,000
1,010,647 635,000
74 Fazal Cloth Mills Limited
2013 2012
30 Other operating expenses Note Rupees Rupees
Workers' profit participation fund 21.2 78,787,179 68,811,735
Workers' welfare fund 29,939,128 26,070,859
Donations 30.1 8,672,634 8,364,285
Promotion of education 520,762 1,132,083
Bad debts written off - 97,657
Loss on disposal of property, plant and equipment 900,000 -
118,819,703 104,476,619
30.1 Donations include Rs. 3.19 million (2012: Rs. 2.68 million) paid to Fazal-ur-Rehman Foundation, 487-A, Mumtazabad,
Vehari Road, Multan. Sheikh Naseem Ahmad (Chairman / Chief Executive Officer) is amongst the trustees of the
Foundation.
2013 2012
Rupees Rupees
(Restated)
31 Other operating income
Income from non-financial assets
Gain on disposal of property, plant and equipment 4,016,994 9,809,407
Miscellaneous income 1,271,600 -
Income from financial assets
Dividend income 147,201,720 101,232,016
Gain on remeasurement of short term
investments to fair value 6,351,797 51,599,911
Profit on disposal of short term Investments - 14,180
Profit on disposal of long term Investment - 475,000
Specie dividend from Pak Arab Fertilizer Limited 61,794,302 279,853,916
220,636,413 442,984,430
2013 2012
32 Finance cost Rupees Rupees
Profit / interest / mark up on:
- Long term financing 603,773,860 535,962,770
- Musharika 5,711,908 4,691,111
- Short term bowworings 32.1 334,334,115 508,698,160
less: Interest income on margin / bank account (154,428) (33,261)
334,179,687 508,664,899
Bank charges 85,350,938 52,820,792
Dividend on redemption preference shares 25,410,385 28,490,000
Interest income from associated undertaking - (31,375,342)
Interest on workers' profit participation fund 21.2 4,694,280 3,880,039
1,059,121,058 1,103,134,269
75Annual Report 2013
32.1 It includes exchange loss on foreign currency finances amounting to Rs. 57.55 million (2012: Rs. 92.97 million). It also
includes mark-up amounting to Rs. 5.8 million (2012: nil) against advance obtained from Subsidiary Company, which is
not less than the borrowing cost of the Subsidiary Company.
2013 2012
Rupees Rupees
33 Taxation
Current tax 62,013,880 202,835,338
Deferred tax 249,187,323 260,887,948
311,201,203 463,723,286
33.1 The numerical reconciliation between the average tax rate and the applicable tax rate has not been presented in the
financial statements as the tax provision of the Company is determined under section 113 and 169 of the Income Tax
Ordinance, 2001.
2013 2012
Rupees Rupees
(Restated)
34 Basic earnings per share
Profit after taxation 1,151,121,794 1,184,900,158
Profit attributable to ordinary shareholders 1,151,121,794 1,184,900,158
Weighted average number of ordinary shares 25,000,000 25,000,000
Basic earnings per share 46.04 47.40
35 Diluted earnings per share
Profit after taxation 1,151,121,794 1,184,900,158
Add: dividend on preference shares 25,410,385 28,490,000
Profit attributable to ordinary shareholders 1,176,532,179 1,213,390,158
Weighted average number of shares outstanding 25,000,000 25,000,000
Dilutive effect of preference shares
Weighted average number of shares 666,134 666,134
outstanding - diluted 25,666,134 25,666,134
Diluted earning per share 45.84 47.28
36 Financial risk managementThe Company has exposures to the following risks from its use of financial instruments:
Credit risk
Liquidity risk
Market risk
This note presents information about the Company’s exposure to each of the above risks, the Company’s objectives, policies
and processes for measuring and managing risk, and the Company’s management of capital. Further quantitative disclosures
are included throughout these financial statements.
Risk management framework
The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management
76 Fazal Cloth Mills Limited
framework. The Board is responsible for developing and monitoring the Company’s risk management policies.
The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set
appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are
reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and
management standards and procedures, aims to develop a disciplined and constructive control environment in which all
employees understand their roles and obligations. All derivative activities for risk management purposes are carried out by
specialist teams that have the appropriate skills, experience and supervision. It is the Company’s policy that no trading in
derivatives for speculative purposes shall be undertaken. The Board of Directors reviews and agrees policies for managing each
of these risks.
The Company's Audit Committee oversees how management monitors compliance with the Company's risk management
policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the
Company. The Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and
ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.
36.1 Credit risk and concentration of credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet
its contractual obligations. Out of the total financial assets of Rs. 2,504.9 million (2012: Rs. 2,425.7 million), the financial
assets which are subject to credit risk amounted to Rs. 2,501.9 million (2012: Rs. 2,424.5 million).
To manage exposure to credit risk in respect of trade receivables, management performs credit reviews taking into
account the customer's financial position, past experience and other factors. Sales tenders and credit terms are
approved by the tender approval committee. Where considered necessary, advance payments are obtained from
certain parties. Export sales made to major customers are secured through letters of credit. The management has set a
maximum credit period of 15 days in respect of yarn and fabric parties to reduce the credit risk.
All investing transactions are settled / paid for upon delivery as per the advice of investment committee. The Company's
policy is to enter into financial instrument contract by following internal guidelines such as approving counterparties and
approving credits.
Concentration of credit risk arises when a number of counter parties are engaged in similar business activities or have
similar economic features that would cause their abilities to meet contractual obligation to be similarly effected by the
changes in economic, political or other conditions.
The carrying amount of financial assets represents the maximum credit exposure before any credit enhancements. The
maximum exposure to credit risk at the reporting date is:
2013 2012
Rupees Rupees
(Restated)
Non current assets
Long term investments 2,067,108,496 1,743,404,016
Long term deposits 20,228,306 25,710,156
Long term loans to employees - secured - 64,000
Current assets
Trade debts 1,995,627,804 2,012,188,252
Loans and advances 140,777,880 136,506,798
Other financial assets 190,495,126 176,496,671
Trade deposits and short term prepayments 6,655,581 6,754,211
Other receivables 4,778,084 102,862,038
Cash and bank balances 156,000,176 71,988,355
4,581,671,453 4,275,974,497
77Annual Report 2013
The Company believes that it is not exposed to major concentration of credit risk.
Trade debts
The maximum exposure to credit risk for trade debt at the reporting date by geographical region was as follows:
2013 2012
Rupees Rupees
Export - secured 608,024,072 858,285,522
Local - unsecured and considered good 1,387,603,732 1,153,902,730
1,995,627,804 2,012,188,252
Export debts of the Company are secured through letter of credit and majority of export debts are situated in Asia and America.
The ageing of trade debts at the balance sheet date is as follows:
Not past due 725,529,494 646,858,333
Past due 1 to 30 days 1,330,946,589 1,293,716,667
Past due 30 to 150 days 71,229,081 69,236,625
Past due 150 days 2,445,020 2,376,627
2,130,150,184 2,012,188,252
Related party
Not past due 913,665 426,125
Past due 1 to 30 days 79,698,206 37,170,504
Past due 30 to 150 days 58,183,713 -
Past due 150 days 8,400 8,400
138,803,984 37,605,029
Out of total trade debts, 35% comprise of foreign debtors that are secured against letters of credit. Local trade debts include
companies with very good credit history and are regular in their payments. The management continuously monitors the
repayment capacity and intention of their debtors and extends the credit periods to their customers according to their credit
history.
Investments
Investments majorly comprise of ordinary shares of Fatima Fertilizer Company Limited, listed on Karachi Stock Exchange. The
fair value of the investment forming part of long term investment is Rs. 1,564 million and Rs. 161.9 million form part of short
term investment. Long term and short term credit rating of the investee company is "A+" and "A1" respectively, issued by
PACRA.
Bank balances
The credit quality of Company's bank balances can be assessed with reference to external credit ratings as follows:
The Company is exposed to credit risk from its operating activities (primarily for trade debts and loans and advances) and from
its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial
instruments.
78 Fazal Cloth Mills Limited
The credit rating of the banks in which the company has maintained its deposits is as follows:
Rating Rating 2013 2012Short term Long term agency Rupees Rupees
Habib Bank Limited A-1+ AAA JCR-VIS 7,386,144 242,193United Bank Limited A-1+ AA+ JCR-VIS 22,806,168 6,560,017MCB Bank Limited A1+ AAA PACRA 21,966,133 (249,419)Askari Bank Limited A1+ AA PACRA 9,119,120 1,337,345Bank Al Habib Limited A1+ AA+ PACRA 1,490,315 3,870,399National Bank of Pakistan A-1+ AAA JCR-VIS 2,816,727 3,357,033Soneri Bank Limited A1+ AA- PACRA 107,891 375,410Allied Bank Limited A1+ AA+ PACRA 19,303,180 6,780,389Meezan Bank Limited A-1+ AA JCR-VIS 26,261,238 22,295,677Faysal Bank Limited A1+ AA PACRA 258,102 329,971Standard Chartered Bank Pakistan Limited A1+ AAA PACRA 8,850 40,890Bank Al-Falah Limited A1+ AA PACRA 497,460 20,698,030Dubai Islamic Bank Pakistan Limited A-1 A JCR-VIS 772,995 152,536Barclays Bank PLC, Pakistan P-1 Aa3 Moody's 2,829,536 888,826The Bank of Punjab A1+ AA- PACRA 10,239,619 22,992The Bank of Khyber A-2 A JCR-VIS 167,613 -Habib Metropolitan Bank Limited A1+ AA+ PACRA 24,138,796 2,765,090Summit Bank Limited A-2 A- JCR-VIS 1,917,793 1,239,595NIB Bank Limited A1+ AA- PACRA 8,026 3,026Bank Islamic Pakistan Limited A1 A PACRA 79,920 79,920Silk Bank Limited A-2 A- JCR-VIS 81,295 81,295
152,256,921 70,871,215
Based on past experience the management believes no impairment allowance is necessary in respect of loans, advances and other receivables past due as some receivables have been recovered subsequent to the year end and for other balances, there are reasonable grounds to believe that the amounts will be recovered in due course.
79Annual Report 2013
36.2
L
iqui
dity
ris
k
Liqu
idity
risk
is th
e ris
k th
at th
e C
ompa
ny w
ill n
ot b
e ab
le to
mee
t its
fina
ncia
l obl
igat
ions
as
they
fall
due.
The
Com
pany
's a
ppro
ach
to m
anag
ing
liqui
dity
is to
ens
ure
as fa
r as
poss
ible
to a
lway
s ha
ve
suffi
cien
t liq
uidi
ty to
mee
t its
liab
ilitie
s w
hen
due.
The
Com
pany
is n
ot m
ater
ially
exp
osed
to li
quid
ity ri
sk a
s su
bsta
ntia
lly a
ll ob
ligat
ions
/ co
mm
itmen
ts o
f the
Com
pany
are
sho
rt te
rm in
nat
ure
and
are
rest
ricte
d to
the
exte
nt o
f ava
ilabl
e liq
uidi
ty. I
n ad
ditio
n, th
e C
ompa
ny h
as o
btai
ned
runn
ing
finan
ce fa
cilit
ies
from
var
ious
com
mer
cial
ban
ks to
mee
t any
def
icit,
if re
quire
d to
mee
t the
sho
rt te
rm
liqui
dity
com
mitm
ents
.
The
follo
win
g ar
e th
e co
ntra
ctua
l mat
uriti
es o
f the
fina
ncia
l lia
bilit
ies,
incl
udin
g es
timat
ed in
tere
st p
aym
ents
:
Car
ryin
g va
lue
Con
trac
tual
cas
h
flow
s
Less
tha
n on
e
mon
th
One
to
thre
e
mon
ths
Thre
e m
onth
s to
one
year
One
to
five
year
s
Abo
ve
five
year
sTo
tal
----
----
----
----
----
----
----
----
----
----
----
----
---(
R u
p e
e s
)---
----
----
----
----
----
----
----
----
----
----
----
----
-
Fina
ncia
l lia
bilit
ies
Long
ter
m fi
nanc
e7.
00%
to
14.5
6%5,
604,
810,
196
7,47
5,44
1,96
0
-
131,
785,
559
1,25
5,90
2,80
4
5,00
9,42
2,40
1
1,07
8,33
1,19
67,
475,
441,
960
Sho
rt t
erm
bor
row
ings
0.90
% t
o 13
.51%
4,33
7,18
0,63
3
4,33
7,18
0,63
3
82,7
54,0
72
494,
666,
341
3,75
9,76
0,22
0
-
-4,
337,
180,
633
Trad
e an
d ot
her
paya
bles
1,
602,
138,
962
1,60
2,13
8,96
2
159,
260,
880
1,12
9,92
4,98
7
312,
953,
095
-
-1,
602,
138,
962
11,5
44,1
29,7
91
13,4
14,7
61,5
55
242,
014,
952
1,75
6,37
6,88
7
5,32
8,61
6,11
9
5,00
9,42
2,40
1
1,07
8,33
1,19
613
,414
,761
,555
Car
ryin
g va
lue
Con
trac
tual
cas
h
flow
s
Less
tha
n on
e
mon
th
One
to
thre
e
mon
ths
Thre
e m
onth
s to
one
year
One
to
five
year
s
Abo
ve
five
year
sTo
tal
----
----
----
----
----
----
----
----
----
----
----
----
---(
R u
p e
e s
)---
----
----
----
----
----
----
----
----
----
----
----
----
-
Fina
ncia
l lia
bilit
ies
Long
ter
m fi
nanc
e7%
to
16.3
0%4,
515,
617,
713
6,41
9,23
1,04
8-
162,
207,
299
690,
235,
245
5,13
5,78
2,78
543
1,00
5,71
96,
419,
231,
048
Sho
rt t
erm
bor
row
ings
1.86
% t
o 15
.06%
3,79
8,19
0,47
53,
798,
190,
475
72,4
70,0
5743
3,19
3,16
03,
292,
527,
258
--
3,79
8,19
0,47
5
Trad
e an
d ot
her
paya
bles
- r
esta
ted
799,
192,
313
799,
192,
313
124,
879,
724
503,
554,
458
170,
758,
131
--
799,
192,
313
9,11
3,00
0,50
111
,016
,613
,836
197,
349,
781
1,09
8,95
4,91
74,
153,
520,
634
5,13
5,78
2,78
543
1,00
5,71
911
,016
,613
,836
2013
2012
Wei
ghte
d A
vera
ge
effe
ctiv
e ra
te o
f
inte
rest
Wei
ghte
d
aver
age
effe
ctiv
e
rate
of
inte
rest
80 Fazal Cloth Mills Limited
36.3 Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the
Company's income or the value of its holdings of financial instruments.
36.3.1 Currency risk
The Company is exposed to currency risk on import of raw materials and stores and spares and export of goods mainly
denominated in US dollars and on foreign currency bank accounts.
The Company's exposure to currency risk is as follows:
2013 2012
Rupees Rupees
Export finances 886,875,278 1,557,097,526
Foreign currency bank account - -
Foreign debtors (742,546,452) (858,285,522)
Gross balance sheet exposure 144,328,826 698,812,004
Outstanding letters of credit 1,010,208,763 272,742,848
Forward foreign exchange contracts - -
Net exposure 1,154,537,589 971,554,852
The following significant exchange rate has been applied:
Average rate Reporting date rate
Average rate Reporting date mid spot rate
2013 2012 2013 2012
Rupees Rupees Rupees Rupees
USD to Rupee 96.70 / 96.90 89.47 / 89.67 98.60 / 98.80 94.00 / 94.20
Sensitivity analysis
At reporting date, if the PKR had strengthened by 10% against the US Dollar with all other variables held constant, post-tax
profit for the year would have been higher by the amount shown below, mainly as a result of net foreign exchange gain on
translation of export finances and foreign debtors.
2013 2012
Rupees Rupees
Effect on profit or loss
USD to Rupee (115,453,759) (97,155,485)
Effect on balance sheet
USD to Rupee (14,432,883) (69,881,200)
The weakening of the PKR against US Dollar would have had an equal but opposite impact on the post tax loss / profits.
The sensitivity analysis prepared is not necessarily indicative of the effects on (loss) / profit for the year and assets / liabilities of
the Company.
81Annual Report 2013
36.3.2 Interest rate risk
At the reporting date the interest rate profile of the Company's significant interest bearing financial instruments was as
follows:
Effective rate Carrying amount
2013 2012 2013 2012
------------------ (Rupees) ------------------
Financial liabilities
Variable rate instruments:
Long term loan 7% to 14.56% 7% to 16.30% 7,475,441,960 6,419,231,048
Short term running finance 0.90% to 13.51% 1.86% to 15.06% 3,450,305,355 2,241,092,949
Export finances 0.90% to 13.51% 1.86% to 15.06% 886,875,278 1,557,097,526
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 profit and loss account.
Cash flow sensitivity analysis for variable rate instruments
A change of 100 basis points in interest rates at the reporting date would have decreased / (increased) loss for the year
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 2012.
Increase Decrease
--------------- (Rupees) ---------------
As at 30 June 2013
Cash flow sensitivity-Variable rate financial liabilities 321,034,836 (321,034,836)
As at 30 June 2012
Cash flow sensitivity-Variable rate financial liabilities 252,203,883 (252,203,883)
The sensitivity analysis prepared is not necessarily indicative of the effects on profit/ (loss) for the year and assets /
liabilities of the Company.
36.3.3 Fair value hierarchy
Financial instruments carried at fair value are categorized as follows:
Level 1: Quoted market prices
Level 2: Valuation techniques (market observable)
Level 3: Valuation techniques (non market observable)
The Company held the following financial instruments measured at fair value.
Total Level 1 Level 2 Level 3
---------------------------------------------- (Rupees) ----------------------------------------------
Financial assets 30 June 2013
At fair value through profit and loss - Quoted 190,495,126 190,495,126 - -
At available for sale - quoted 1,564,141,790 1,564,141,790 - -
1,754,636,916 1,754,636,916 - -
Financial assets 30 June 2012
At fair value through profit and loss - Quoted 176,496,671 176,496,671 - -
At available for sale - quoted 1,490,437,310 1,490,437,310 - -
1,666,933,981 1,666,933,981 - -
82 Fazal Cloth Mills Limited
36.3.4 Other price risk
Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market prices (other than those arising from interest rate risk or currency risk). Other price risk arises from
the Company's investment in units of mutual funds and ordinary shares of listed companies.
A 10% increase/(decrease) in redemption value of investments in mutual funds and share prices of listed companies at
the balance sheet date would have increased/(decreased) the Company's profit in case of investments through profit
and loss as follows:
2013 2012
(Rupees) (Rupees)
Effect on profit for the year 175,463,692 166,693,398
Effect on investments at year end 175,463,692 166,693,398
The sensitivity analysis prepared is not necessarily indicative of the effects on profit for the year and the balance of
investments at the year end of the Company.
36.3.5 Fair value of financial instruments
Carrying values of the financial assets and financial liabilities approximate to their fair values. 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.
37 Capital management disclosure
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in
order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to
reduce the cost of capital.
The Company manages its capital structure which comprises capital and reserves by monitoring return on net assets and
makes adjustments to it in the light of changes in economic conditions. In order to maintain or adjust the capital structure, the
Company may adjust the amount of dividend paid to shareholders, appropriation of amounts to capital reserves and/or issue
new shares.
2013 2012
Rupees Rupees
Total borrowings 9,941,990,829 8,313,808,188
Less: cash and bank balances (156,000,176) (71,988,355)
Adjusted debt 9,785,990,653 8,241,819,833
Total equity 9,821,391,430 8,828,027,315
Total capital employed 19,607,382,083 17,069,847,148
Adjusted gearing ratio 49.91% 48.28%
83Annual Report 2013
38 Remuneration of Chairman, Chief Executive, Directors, Non-Executive Directors and Executives
The aggregate amounts charged in the financial statements for the year for remuneration, including certain benefits to the
Chairman, Directors and other Executives of the Company are as follows:
2013
Chairman Executive Executives Total
Director
--------------------------------------- (Rupees) ---------------------------------------
Managerial remuneration 4,080,634 12,436,971 14,804,997 31,322,602
Perquisites and benefits:
House rent and utilities 130,594 1,292,743 3,131,127 4,554,464
Medical - 152,311 2,716,092 2,868,403
Conveyance/petrol - - 163,200 163,200
Insurance 5,618 - - 5,618
4,216,846 13,882,025 20,815,416 38,914,287
Numbers 1 3 28 32
2012
Chairman Executive Executives Total
Director
--------------------------------------- (Rupees) ---------------------------------------
Managerial remuneration 4,417,176 13,251,528 12,357,838 30,026,542
Perquisites and benefits:
House rent and utilities 4,529 815,187 2,033,619 2,853,335
Medical - 161,497 1,235,784 1,397,281
Conveyance/petrol - - 1,378,409 1,378,409
Insurance 5,618 22,382 - 28,000
4,427,323 14,250,594 17,005,650 35,683,567
Numbers 1 3 23 27
38.1 In addition to above, non executive directors were only paid Rs. 105,000 (2012: 75,000) as meeting fee.
38.2 Chief executive officer, executive directors and some of the executives are also provided with free use of the Company
maintained cars and telephones at their residences.
2013 2012
----------- (Number) -----------
39 Number of employees
Total number of employees at the year end 4,861 4,387
Average number of employees during the year 4,677 3,914
84 Fazal Cloth Mills Limited
40 Segment reporting
40.1 Reportable segments
The management has determined the operating segments of the Company on the basis of products produced.
The Company's reportable segments are as follows:
- Spinning segment - production of different qualities of yarn using natural and artificial fibers
- Weaving segment - production of different qualities of Fabric using yarn
Information regarding the Company’s reportable segments is presented below. Performance is measured based on
segment profit before tax, as management believes that such information is the most relevant in evaluating the results
of certain segments relative to other companies that operate within these industries.
40.2 Information about reportable segments
40.2.1 The accounting policies of the reportable segments are the same as the Company's accounting policies described in
note 3.22 to the financial statements. Expenditures are allocated on the basis of actual amounts incurred for the
segments. This is the measure reported to management for the purposes of resource allocation and assessment of
segment performance.
40.3 Reconciliation of reportable segment revenues and profits
2013 2012
Rupees Rupees
Total revenue from reportable segments 23,443,184,790 22,270,124,711
Elimination of inter segment revenue (2,884,596,904) (2,519,680,204)
20,558,587,886 19,750,444,507
Profit or loss
Total profit or loss of reportable segments 1,462,322,997 1,648,623,444
Elimination of intersegment profits - -
Tax for the year (311,201,203) (463,723,286)
Consolidated profits 1,151,121,794 1,184,900,158
40.4 Segment assets and liabilities
85Annual Report 2013
2013 2012 2013 2012 2013 2012
External revenues 17,224,643,597
18,241,833,557
3,333,944,289
1,508,610,950
20,558,587,886
19,750,444,507
Intersegment revenues 2,872,992,513
2,519,680,204
11,604,391
-
2,884,596,904
2,519,680,204
Cost of sales (17,562,515,772) (15,835,288,944) (105,835,369) (1,083,965,089) (17,668,351,141) (16,919,254,033)
Intersegment cost of sales (11,604,391) - (2,872,992,513) (2,519,680,204) (2,884,596,904) (2,519,680,204)
Distribution and marketing expense (225,586,861) (228,668,943) (31,182,919) (13,955,689) (256,769,780) (242,624,632)
Administrative expenses (193,428,991)
(165,152,989)
(20,410,629)
(10,162,951)
(213,839,620)
(175,315,940)
Other operating expense (109,821,822)
(104,476,619)
(8,997,881)
-
(118,819,703)
(104,476,619)
Finance cost (874,397,888)
(989,629,586)
(184,723,170)
(113,504,683)
(1,059,121,058)
(1,103,134,269)
Other operating income 220,636,413
442,984,430
-
-
220,636,413
442,984,430
Profit before tax 1,340,916,798 3,881,281,110 121,406,199 (2,232,657,666) 1,462,322,997 1,648,623,444
Spinning Weaving Total
--------------------------------------------------------------------------(Rupees)--------------------------------------------------------------------------
40.4.1 Reportable segments' assets and liabilities are reconciled to total assets and liabilities as follows:
Spinning Weaving Total
---------------------------------- (Rupees) ----------------------------------
For the year ended 30 June 2013:
Segment assets for reportable segment 18,343,652,858 2,457,705,972 20,801,358,830
Unallocated corporate assets 2,600,974,569
Total assets as per balance sheet 23,402,333,399
Segment liabilities for reportable segment 9,394,172,333 1,971,407,929 11,365,580,262
Unallocated corporate liabilities 2,215,361,707
Total liabilities as per balance sheet 13,580,941,969
For the year ended 30 June 2012:
Segment assets for reportable segment 15,386,855,337 2,328,067,487 17,714,922,824
Unallocated corporate assets 2,053,405,759
Total assets as per balance sheet 19,768,328,583
Segment liabilities for reportable segment 7,227,393,998 1,768,109,283 8,995,503,281
Unallocated corporate liabilities 1,944,797,987
Total liabilities as per balance sheet 10,940,301,268
40.4.2 For the purpose of monitoring segment performance and allocating resources between segments
- all assets are allocated to reportable segments except long term investment and tax refund due from government
which are held under unallocated corporate assets; and
- all liabilities are allocated to reportable segments except deferred tax liability and provision of tax are held under
unallocated corporate liabilities
40.5 Geographical information
40.5.1 The Company's gross revenue from external customers by geographical location is detailed below:
2013 2012
Rupees Rupees
Pakistan 12,289,367,323 11,583,131,637
Asia 6,449,472,942 6,314,353,208
Europe 750,214,588 723,975,496
America 1,434,188,684 1,374,495,915
Australia 5,202,326 -
Africa 32,683,512 31,323,182
20,961,129,375 20,027,279,438
40.5.2 All non-current assets of the Company as at 30 June 2013 are located and operating in Pakistan.
86 Fazal Cloth Mills Limited
40.6 Other segment information
Spinning Weaving Total
---------------------------------- (Rupees) ----------------------------------
For the year ended 30 June 2013:
Capital expenditure 1,433,063,655 137,331,264 1,570,394,919
Depreciation/ Amortization
Cost of sales 431,391,050 83,417,019 514,808,069
Administrative expenses 17,354,985 3,529,954 20,884,939
448,746,035 86,946,973 535,693,008
For the year ended 30 June 2012:
Capital expenditure 2,954,966,332 1,646,599,939 4,601,566,271
Depreciation/ Amortization
Cost of sales 359,026,342 39,461,940 398,488,284
Administrative expenses 11,811,663 2,055,909 13,867,572
370,838,005 41,517,849 412,355,856
41 Transactions with related partiesThe related parties comprise subsidiary, associated undertakings and key management personnel. The Company in the normal course of
business carries out transactions with various related parties. Amounts due from and to related parties are shown under receivables and
payables and remuneration of the key management personnel is disclosed in note 38. Other significant transactions with related parties are as
follows:
Description of transaction Nature of relationship 2013 2012
Fazal Rehman Fabrics Limited Associate
Sale of goods and services 938,028,005 671,384,061
Purchase of goods and services 47,428,400 14,503,696
Fatima Fertilizer Company Limited Associate
Dividend Income 139,028,062 100,402,456
Purchase of goods and services 26,867,646 6,805,238
Pak Arab Fertilizers Limited Associate
Specie dividend 61,794,302 279,853,916
Interest - 31,375,342
Reliance Weaving Mills Limited Associate
Sale of goods and services 61,611,128 102,875,574
Purchase of goods and services - 13,188,856
Sale of land 3,721,135 -
Ahmed Fine Textile Mills Limited Associate
Sale of goods and services 170,927,976 1,067,681,954
Purchase of goods and services 239,431,634 470,278,817
Fazal-ur-Rehman Foundation, Multan Associate
Donations 3,193,162 2,684,000
Fazal Weaving Mills Limited Subsidiary
- Short term loan obtained 175,000,000 -
- Sale of land 13,500,000 -
- Investment in subsidiary 249,825,000 -
- Payment of short term loan 92,454,397 -
- Interest 5,864,572 -
Key Management Personnel
Payable to key management personnel 175,000 -
--------------------- (Rupees) ---------------------
87Annual Report 2013
All transactions with related parties have been carried out on commercial terms and conditions.
2013 2012
42 Capacity and production
Spinning:
Number of spindles installed 190,392 176,472
Number of rotors installed 1,740 780
Number of shifts worked
Unit I, II & IV 999 1,097
Unit III 998 1,097
Number of spindles - shifts worked 183,948,666 184,046,100
Capacity at 20's count Kgs. 74,797,999 69,321,593
Actual production of all counts Kgs. 53,013,774 53,251,977
Actual production converted into 20's count Kgs. 62,069,410 62,389,434
Weaving:
Number of looms installed 117 117
Number of looms worked 117 117
Number of shifts worked 1,042 726
Standard cloth production Sq. Mtr. 27,898,301 13,867,920
Actual cloth production Sq. Mtr. 24,570,220 12,210,835
It is difficult to describe precisely the production capacity in spinning mills since it fluctuates widely depending on various
factors such as count of yarn spun, spindles speed, twist and raw materials used, etc. It also varies according to the pattern
of production adopted in a particular year.
43 Non adjusting event after balance sheet date
The board of directors in their meeting held on 05 October 2013 has proposed a final cash dividend for the year ended 30 June
2013 of Rs. 2.5 per share (i.e. 25%), amounting to Rs. 62.5 million (2012: 20% cash dividend and Bonus shares in the proportion
of 20 shares for every 100 shares (2012: 10.62 shares for every 100 shares) held for approval of the members of the Company
at the annual general meeting to be held on 31 October 2013. These financial statements do not include the effect of this
proposed final cash dividend and will be accounted for subsequent to year end.
44 Corresponding figures
Corresponding figures have been re-arranged, wherever necessary, for the purpose of comparison. However, there were no
material re-arrangements.
45 Date of authorization of financial statements
These financial statements were authorized for issue on 05 October 2013 by the board of directors of the Company.
46 General
Figures in the financial statements have been rounded-off to the nearest rupee except stated otherwise.
Sd/-(SH. NASEEM AHMAD)
CHIEF EXECUTIVE OFFICER
Sd/-(REHMAN NASEEM)
DIRECTOR
Sd/-(FAIZAN-UL-HAQ)
CHIEF FINANCIAL OFFICER
88 Fazal Cloth Mills Limited
Fazal Cloth Mills Limited (The Group)
Consolidated Financial Statementsfor the year ended 30 June 2013
89Annual Report 2013
90 Fazal Cloth Mills Limited
Directors Report'
The Directors are pleased to present their report together with the consolidated financial statements of Fazal Cloth Mills Limited and its Subsidiary Company for the year ended 30 June, 2013. The consolidated results comprise of financial statements of Fazal Cloth Mills Limited (“the Holding Company”), Fazal Weaving Mills Limited. The Holding Company has annexed its consolidated financial statements along with its separate financial statements, in accordance with the requirements of International Accounting Standard 27 (Consolidated and Separate Financial Statements). The Directors' Report, giving a commentary on the performance of Fazal Cloth Mills Limited for the year ended 30 June, 2013 has been presented separately.
Sd/-(SH. NASEEM AHMAD)
Dated: October 05, 2013 Chairman/Chief Executive Officer
91Annual Report 2013
Consolidated Balance Sheet
2013 2012 2011
Rupees Rupees Rupees
Note (Restated) (Restated)
ASSETS
Non-current assets
Property, plant and equipment 4 12,450,991,731 11,255,073,203 7,064,862,691
Intangible assets 5 3,628,464 3,398,483 4,538,527
Long term investments 6 1,817,108,496 1,743,404,016 1,156,821,571
Long term loans to employees - secured - 64,000 399,270
Long term deposits 28,149,696 25,710,156 25,638,156
14,299,878,387 13,027,649,858 8,252,260,215
Current assets
Stores, spares and loose tools 7 305,172,591 330,910,264 306,844,778
Stock-in-trade 8 5,928,618,601 3,774,011,125 3,410,214,097
Trade debts 9 1,995,627,804 2,012,188,252 1,767,710,377
Loans and advances 10 140,777,880 136,506,798 264,132,165
Trade deposits and short term prepayments 11 6,655,581 6,754,211 7,678,585
Interest / markup accrued - - 16,265,203
Other receivables 4,778,084 102,862,038 3,796,190
Short term investments 12 190,495,126 176,496,671 125,142,836
Tax refunds due from government 13 313,235,074 128,961,011 90,941,983
Cash and bank balances 14 217,397,994 71,988,355 191,635,465
9,102,758,735 6,740,678,725 6,184,361,679
23,402,637,122 19,768,328,583 14,436,621,894
The annexed notes from 1 to 46 form an integral part of these consolidated financial statements.
Sd/-(SH. NASEEM AHMAD)
CHIEF EXECUTIVE OFFICER
Sd/-(REHMAN NASEEM)
DIRECTOR
92 Fazal Cloth Mills Limited
2013 2012 2011
Rupees Rupees Rupees
Note (Restated) (Restated)
EQUITY AND LIABILITIES
Share capital and reserves
Authorized share capital 700,000,000 700,000,000 700,000,000
Issued, subscribed and paid-up capital
- Ordinary shares 15 250,000,000 226,000,000 187,551,940
- Preference shares 15 - 175,000,000 175,000,000
250,000,000 401,000,000 362,551,940
Reserves 16 252,616,000 252,616,000 227,616,000
Fair value reserve - available for sale
financial assets 795,960,133 784,049,931 246,163,636
Unappropriated profits 4,831,573,116 3,600,039,246 2,618,136,296
6,130,149,249 5,037,705,177 3,454,467,872
Surplus on revaluation of property,
plant and equipment 17 3,695,889,962 3,790,322,138 2,192,499,393
Non-current liabilities
Long term financing 18 4,392,121,833 3,641,788,504 1,956,200,180
Long term musharika 19 325,000,000 225,000,000 273,755,451
Bills payables - - 155,210,331
Deferred liabilities 20 1,787,295,452 1,574,329,516 960,455,903
Director's loan 299,693 - -
6,504,716,978 5,441,118,020 3,345,621,865
Current liabilities
Trade and other payables 21 1,603,359,783 799,192,313 720,686,943
Accrued profit / interest / mark-up 22 243,652,154 252,971,251 176,362,211
Short term borrowings 23 4,337,180,633 3,798,190,475 4,016,584,511
Current portion of non-current liabilities 24 887,688,363 648,829,209 530,399,099
7,071,880,933 5,499,183,248 5,444,032,764
Contingencies and commitments 25
23,402,637,122 19,768,328,583 14,436,621,894
As At June 30, 2013
Sd/-(FAIZAN-UL-HAQ)
CHIEF FINANCIAL OFFICER
93Annual Report 2013
2013 2012Note Rupees Rupees
(Restated)
Sales - net 26 20,558,587,886 19,750,444,507
Cost of sales 27 (17,668,351,141) (16,919,254,033)
Gross profit 2,890,236,745 2,831,190,474
Distribution cost 28 (256,769,780) (242,624,632)
Administrative expenses 29 (215,956,411) (175,315,940)
Other operating expenses 30 (117,919,703) (104,476,619)
(590,645,894) (522,417,191)
Other operating income 31 220,636,413 442,984,430
Profit from operations 2,520,227,264 2,751,757,713
Finance cost 32 (1,053,256,486) (1,103,134,269)
Profit before taxation 1,466,970,778 1,648,623,444Taxation 33 (311,201,203) (463,723,286)
Profit after taxation 1,155,769,575 1,184,900,158
Attributable to:Ordinary equity holders of the Holding Company 1,155,769,575 1,184,900,158
1,155,769,575 1,184,900,158
Basic earnings per share 34 46.23 47.40
Diluted earnings per share 35 46.02 47.28
The annexed notes from 1 to 46 form an integral part of these consolidated financial statements.
Consolidated Profit And Loss AccountFor The Year Ended June 30, 2013
Sd/-(SH. NASEEM AHMAD)
CHIEF EXECUTIVE OFFICER
Sd/-(REHMAN NASEEM)
DIRECTOR
Sd/-(FAIZAN-UL-HAQ)
CHIEF FINANCIAL OFFICER
94 Fazal Cloth Mills Limited
2013 2012Rupees Rupees
(Restated)
Profit after taxation 1,155,769,575 1,184,900,158
Other comprehensive income - net of tax:
Items that are or may be reclassified subsequentlyto profit or loss:
Net change in fair value of available for sale financial assets 11,910,202 537,886,295
Total comprehensive income for the year 1,167,679,777 1,722,786,453
Attributable to:Ordinary equity holders of the Holding Company 1,167,679,777 1,722,786,453
1,167,679,777 1,722,786,453
The annexed notes from 1 to 46 form an integral part of these consolidated financial statements.
Consolidated Statement of Comprehensive IncomeFor The Year Ended June 30, 2013
Sd/-(SH. NASEEM AHMAD)
CHIEF EXECUTIVE OFFICER
Sd/-(REHMAN NASEEM)
DIRECTOR
Sd/-(FAIZAN-UL-HAQ)
CHIEF FINANCIAL OFFICER
95Annual Report 2013
Consolidated Cash Flow Statement
2013 2012Rupees Rupees
(Restated)Cash flow from operating activities
Profit before taxation 1,466,970,778 1,648,623,444Adjustments for:
Depreciation of property, plant and equipment 534,556,044 411,215,812Amortization of Intangible assets 1,185,531 1,140,044Gain on re-measurement of other financial assets (13,998,455) (51,599,911)Provision for gratuity 39,740,889 37,521,467Provision for infrastructure cess 29,987,431 29,965,410Gain on disposal of property, plant and equipment (4,016,994) (9,809,407)Gain on disposal of other financial asset - (14,180)Dividend income (200,822,364) (381,085,931)Finance cost 1,053,256,486 1,103,134,269
Cash generated from operations before working capital changes 2,906,859,346 2,789,091,017(Increase) / decrease in current assets
Stores, spares and loose tools 25,737,673 (24,065,486)Stock in trade (2,154,607,476) (363,797,028)Trade debts 16,560,448 (244,477,875)Loans and advances (564,068) 121,234,500Trade deposits and short term prepayments 98,630 924,374Tax refunds due from the government (39,910,975) (50,962,817)Interest / markup accrued - 16,265,203Other receivables 98,083,954 (99,065,848)Increase / (decrease) in trade and other payables 550,010,304 (38,951,647)
(1,504,591,510) (682,896,624)Cash generated from operations 1,402,267,836 2,106,194,393
Gratuity paid (25,430,151) (23,370,505)Customs Duties paid - (67,718,724)Income tax paid (206,376,968) (183,500,676)Finance cost paid (1,062,575,565) (1,026,525,229)
107,885,152 805,079,259Cash generated from operating activities
Long term loans to employees - net 64,000 335,270Long term deposits (2,439,540) (72,000)
Net cash used in operating activities 105,509,612 805,342,529
Cash flows from investing activitiesPurchase of property, plant and equipment (1,547,112,486) (2,580,135,748)Proceeds from disposal of property, plant and equipment 12,876,043 16,784,898Dividend received 139,028,062 101,232,016Purchase of intangible assets (909,751) -Purchase of subsidiary (188,443,347) -Other financial assets - 260,256
Net cash used in investing activities (1,584,561,479) (2,461,858,578)
Cash flow from financing activities Long term financing obtained 1,587,692,633 2,299,487,339Long term financing repaid (599,744,699) (496,713,448)Long term Musharika obtained 150,000,000 -Director's loan repaid (3,721,135) -Long term Musharika repaid (48,755,451) (47,510,916)Short term borrowings - net 538,990,158 (218,394,036)
Net cash generated from financing activities 1,624,461,506 1,536,868,939Net increase in cash and cash equivalents 145,409,639 (119,647,110)Cash and cash equivalents at the beginning of the year 71,988,355 191,635,465Cash and cash equivalents at the end of the year 217,397,994 71,988,355
The annexed notes from 1 to 46 form an integral part of these consolidated financial statements.
For The Year Ended June 30, 2013
Sd/-(SH. NASEEM AHMAD)
CHIEF EXECUTIVE OFFICER
Sd/-(REHMAN NASEEM)
DIRECTOR
Sd/-(FAIZAN-UL-HAQ)
CHIEF FINANCIAL OFFICER
96 Fazal Cloth Mills Limited
Balance as at 01 July 2011 187,551,940 175,000,000 77,616,000 150,000,000 - 3,100,929,710 3,691,097,650Effect of rectification of prior period error - - - - 246,163,636 (482,793,414) (236,629,778)Balance as at 01 July 2011 - restated 187,551,940 175,000,000 77,616,000 150,000,000 246,163,636 2,618,136,296 3,454,467,872
Total comprehensive IncomeProfit for the year - restated - - - - - 1,184,900,158 1,184,900,158Other comprehensive income - restated - - - - 537,886,295 - 537,886,295
- - - - 537,886,295 1,184,900,158 1,722,786,453Incremental depreciation arising due to surplus
on revaluation of property, plant andequipment - net of deferred tax - - - - - 91,608,618 91,608,618
Specie dividend - - - - - (231,157,766) (231,157,766)Bonus shares issued 38,448,060 - - - - (38,448,060) -
Transfer to capital redemption reserve fundfrom unappropriated profit - - - 25,000,000 - (25,000,000) -
Balance as at 30 June 2012 - restated 226,000,000 175,000,000 77,616,000 175,000,000 784,049,931 3,600,039,246 5,037,705,177
Total comprehensive incomeProfit for the period - - - - - 1,155,769,575 1,155,769,575Other comprehensive income - - - - 11,910,202 - 11,910,202
- - - - 11,910,202 1,155,769,575 1,167,679,777Incremental depreciation arising due to surplus
on revaluation of property, plant andequipment - net of deferred tax - - - - - 133,391,944 133,391,944
Preference shares transferred to current liability - (175,000,000) - - - - (175,000,000)
Surplus transferred on disposal of a revalued asset - - - - - 11,572,351 11,572,351
Bonus shares issued 24,000,000 - - - - (24,000,000) -Cash dividend @ Rs.2 per share - - - - - (45,200,000) (45,200,000)
Balance as at 30 June 2013 250,000,000 - 77,616,000 175,000,000 795,960,133 4,831,573,116 6,130,149,249
The annexed notes from 1 to 46 form an integral part of these consolidated financial statements.
Consolidated Statement Of Changes In EquityFor The Year Ended June 30, 2013
Capitalredemptionreserve fund
Ordinaryshares
Preferenceshares
Sharepremium
Fair valuereserve-
available forsale financial
assets
Un-appropriated
profitsTotal
.................................................................... .................................................................... Rupees
Sd/-(SH. NASEEM AHMAD)
CHIEF EXECUTIVE OFFICER
Sd/-(REHMAN NASEEM)
DIRECTOR
Sd/-(FAIZAN-UL-HAQ)
CHIEF FINANCIAL OFFICER
97Annual Report 2013
1. The Group and its operations
1.1 The Group consists of:
Holding Company
- Fazal Cloth Mills Limited
Subsidiary Company
- Fazal Weaving Mills Limited
Fazal Cloth Mills Limited
Fazal Cloth Mills Limited ("the Holding Company") was incorporated in Pakistan in 1966 as a public limited company under
the Companies Act, 1913 (now the Companies Ordinance, 1984) and its shares are quoted on Karachi and Lahore Stock
Exchanges. The registered office of the Holding Company is situated at 69/7, Abid Majeed Road, Survey # 248/7, Lahore
Cantt, Lahore. The Holding Company is engaged in manufacture and sale of yarn and fabric. The manufacturing facilities
are located at Fazal Nagar, Jhang Road, Muzaffargarh and Qadirpur Rawan Bypass, Khanewal Road, Multan in the
province of Punjab.
Fazal Weaving Mills Limited
Fazal Weaving Mills Limited ("the Subsidiary Company") was incorporated in Pakistan in 1989 as a public limited company
under the Companies Ordinance, 1984. During the year the registered office of the Subsidiary Company is changed from
1st floor, Trust Plaza, L.M.Q Road Multan to 69/7, Abid Majeed Road, Survey # 248/7, Lahore Cantt, Lahore. The principal
activity of the Subsidiary Company is to carry business of textile spinning and weaving. During the year, the Subsidiary
Company has started installation of textile machinery and plants to commence its commercial operations by the month
of February 2014.
1.2 Significant events
During the year, the Holding Company obtained control of Fazal Weaving Mills Limited, an associated public limited
company, as a wholly owned subsidiary by investing and acquiring 24,982,500 ordinary shares of Rs. 10/- each and the
remaining 17,500 shares are held by nominee directors of the Holding Company being qualification shares under
Memorandum & Article of Association of the Subsidiary Company. The funds for this investment were generated out of
the Holding Company's own sources. The following summarizes the major classes of consideration transferred, and the
recognized amounts of the assets acquired and liabilities assumed at the acquisition date:
Consideration transferred Rupees
in cash 200,000,000
in kind 50,000,000
250,000,000
Identifiable assets aquired and liabilities assumed
Non-current assets
Property, plant and equipment 238,500,000
Current assets
Advances against letters of credit 3,707,014
Cash and bank 11,381,653
15,088,667
Notes To The Consolidated Financial StatementsFor The Year Ended June 30, 2013
98 Fazal Cloth Mills Limited
Current liabilities Rupees
Trade and other payables 73,600
Non-current liabilities
Director's loan 4,020,828
Net assets 249,494,239
Group's share of net assets acquired 249,494,239
If new information obtained within one year from the acquisition date about facts and circumstances that existed at the
acquisition date identifies adjustments to the above amounts or any additional provision that existed at the acquisition date, then
the acquisition accounting will be revised.
Goodwill
Group uses proportionate method for calculation of goodwill. Goodwill was recognized as a result of the acquisition as follows:
Amount
Rs.
Total consideration transferred
Cash consideration 200,000,000
Consideration-in-kind 50,000,000
250,000,000
Fair value of identifiable net assets acquired 249,494,239
Goodwill 505,761
2 Basis of consolidation and preparation
Consequent to acquisition of the Subsidiary Company during the year, the Holding Company has prepared consolidated financial
statements of the Group for the first time with corresponding figures of Holding Company's individual financial statements being
presented for the year ended 30 June 2012 and 30 June 2011. These consolidated financial statements have been prepared
from the information available in the audited separate financial statements of the Holding Company for the year ended 30 June
2013 and the audited financial statements of the Subsidiary Company for the year ended 30 June 2013.
The accounting policies used by the Subsidiary Company in preparation of its financial statements are consistent with that of the
Holding Company.
2.1 Statement of compliance
These consolidated financial statements have been prepared in accordance with the 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 notified under the provisions of the Companies
Ordinance, 1984, the requirements of the Companies Ordinance, 1984 and the directives issued by the Securities and
Exchange Commission of Pakistan (SECP). Wherever the requirements of the Companies Ordinance, 1984 or the
directives issued by the SECP differ with the requirements of the IFRS, the requirements of the Companies Ordinance,
1984, and the said directives shall prevail.
99Annual Report 2013
2.2 Standards, interpretations and amendments to published approved accounting standards
2.2.1 Standards and interpretations to existing standards that are effective and applicable to the Group
During the current period, the Group has adopted the following amendments to IFRS which became effective for the
current period:
- Presentations of items of Other Comprehensive Income (Amendments to IAS 1) - (effective for annual periods
beginning on or after 1 July 2012). The amendments require that an entity present separately the items of other
comprehensive income that would be reclassified to profit or loss in the future if certain conditions are met from
those that would never be reclassified to profit or loss. The amendments do not address which items are
presented in other comprehensive income or which items need to be reclassified. The requirements of other IFRSs
continue to apply in this regard.
- Amendments to IAS 12 - deferred tax on investment property (effective for annual periods beginning on or after 1
January 2012). The 2012 amendment provides an exception to the measurement principle in respect of
investment property measured using the fair value model in accordance with IAS 40 Investment Property. The
measurement of deferred tax assets and liabilities, in this limited circumstance, is based on a rebuttable
presumption that the carrying amount of the investment property will be recovered through sale. The presumption
can be rebutted only if the investment property is depreciable and held within a business model whose objective is
to consume substantially all of the asset's economic benefits over the life of the asset.
The adoption of the above amendments did not have any effect on these consolidated financial statements.
2.3 Standards, interpretations and amendments to published approved accounting standards that are not yet
effective
2.3.1 Standards, amendments or interpretations which became effective during the year
During the year, certain amendments to Standards or new interpretations became effective, however, the amendments
or interpretation did not have any material effect on the consolidated financial statements of the Group.
2.3.2 The following standards, amendments and interpretations of approved accounting standards will be effective for
accounting periods beginning on or after 01 July 2013
- IAS 19 Employee Benefits (amended 2011) - (effective for annual periods beginning on or after 1 January 2013).
The amended IAS 19 includes the amendments that require actuarial gains and losses to be recognized
immediately in other comprehensive income; this change will remove the corridor method and eliminate the
ability for entities to recognize all changes in the defined benefit obligation and in plan assets in profit or loss, which
currently is allowed under IAS 19; and that the expected return on plan assets recognized in profit or loss is
calculated based on the rate used to discount the defined benefit obligation. The Group’s policy was to account for
actuarial gains and losses using the corridor method and with the change unrecognized actuarial gains / losses
amounting to Rs. 30.5 million at 30 June 2013 would need to be recognized in other comprehensive income.
- IAS 27 Separate Financial Statements (2011) - (effective for annual periods beginning on or after 1 January 2013).
IAS 27 (2011) supersedes IAS 27 (2008). Three new standards IFRS 10 - Consolidated Financial Statements, IFRS
11- Joint Arrangements and IFRS 12- Disclosure of Interest in Other Entities dealing with IAS 27 would be
applicable effective 1 January 2013. IAS 27 (2011) carries forward the existing accounting and disclosure
requirements for separate financial statements, with some minor clarifications. The amendments have no impact
on financial statements of the Group.
100 Fazal Cloth Mills Limited
- IAS 28 Investments in Associates and Joint Ventures (2011) - (effective for annual periods beginning on or after 1
January 2013). IAS 28 (2011) supersedes IAS 28 (2008). IAS 28 (2011) makes the amendments to apply IFRS 5 to
an investment, or a portion of an investment, in an associate or a joint venture that meets the criteria to be
classified as held for sale; and on cessation of significant influence or joint control, even if an investment in an
associate becomes an investment in a joint venture. The amendments have no impact on financial statements of
the Group.
- Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32) – (effective for annual periods
beginning on or after 1 January 2014). The amendments address inconsistencies in current practice when
applying the offsetting criteria in IAS 32 Financial Instruments: Presentation. The amendments clarify the
meaning of ‘currently has a legally enforceable right of set-off’; and that some gross settlement systems may be
considered equivalent to net settlement.
- Offsetting Financial Assets and Financial Liabilities (Amendments to IFRS 7) – (effective for annual periods
beginning on or after 1 January 2013). The amendments to IFRS 7 contain new disclosure requirements for
financial assets and liabilities that are offset in the statement of financial position or subject to master netting
agreement or similar arrangement.
- Annual Improvements 2009–2011 (effective for annual periods beginning on or after 1 January 2013). The new
cycle of improvements contains amendments to the following four standards, with consequential amendments to
other standards and interpretations.
• IAS 1 Presentation of Financial Statements is amended to clarify that only one comparative period – which is
the preceding period – is required for a complete set of financial statements. If an entity presents additional
comparative information, then that additional information need not be in the form of a complete set of
financial statements. However, such information should be accompanied by related notes and should be in
accordance with IFRS. Furthermore, it clarifies that the ‘third statement of financial position’, when required,
is only required if the effect of restatement is material to statement of financial position.
• IAS 16 Property, Plant and Equipment is amended to clarify the accounting of spare parts, stand-by
equipment and servicing equipment. The definition of ‘property, plant and equipment’ in IAS 16 is now
considered in determining whether these items should be accounted for under that standard. If these items
do not meet the definition, then they are accounted for using IAS 2 Inventories.
• IAS 32 Financial Instruments: Presentation - is amended to clarify that IAS 12 Income Taxes applies to the
accounting for income taxes relating to distributions to holders of an equity instrument and transaction costs
of an equity transaction. The amendment removes a perceived inconsistency between IAS 32 and IAS 12.
• IAS 34 Interim Financial Reporting is amended to align the disclosure requirements for segment assets and
segment liabilities in interim financial reports with those in IFRS 8 Operating Segments. IAS 34 now requires
the disclosure of a measure of total assets and liabilities for a particular reportable segment. In addition, such
disclosure is only required when the amount is regularly provided to the chief operating decision maker and
there has been a material change from the amount disclosed in the last annual financial statements for that
reportable segment.
The amendments have no impact on consolidated financial statements of the Group.
101Annual Report 2013
- IFRIC 20 - Stripping cost in the production phase of a surface mining (effective for annual periods beginning on or
after 1 January 2013). The interpretation requires production stripping cost in a surface mine to be capitalized if
certain criteria are met. The amendments have no impact on financial statements of the Group.
- IFRIC 21- Levies ‘an Interpretation on the accounting for levies imposed by governments’ (effective for annual
periods beginning on or after 1 January 2014). IFRIC 21 is an interpretation of IAS 37 Provisions, Contingent
Liabilities and Contingent Assets. IAS 37 sets out criteria for the recognition of a liability, one of which is the
requirement for the entity to have a present obligation as a result of a past event (known as an obligating event).
The interpretation clarifies that the obligating event that gives rise to a liability to pay a levy is the activity described
in the relevant legislation that triggers the payment of the levy.
- IAS 39 Financial Instruments: Recognition and Measurement- Novation of Derivatives and Continuation of Hedge
Accounting (Amendments to IAS 39) (effective for annual periods beginning on or after 1 January 2014). The
narrow-scope amendments will allow hedge accounting to continue in a situation where a derivative, which has
been designated as a hedging instrument, is novated to effect clearing with a central counterparty as a result of
laws or regulation, if specific conditions are met (in this context, a novation indicates that parties to a contract
agree to replace their original counterparty with a new one).
- Amendment to IAS 36 “Impairment of Assets” Recoverable Amount Disclosures for Non-Financial Assets
(effective for annual periods beginning on or after 1 January 2014). These narrow-scope amendments to IAS 36
Impairment of Assets address the disclosure of information about the recoverable amount of impaired assets if
that amount is based on fair value less costs of disposal.
2.4 Basis of measurement
These consolidated financial statements have been prepared under the historical cost convention, except for:
- modification of foreign currency translation adjustments as stated in note 2.5,
- recognition of employee retirement benefits at present value,
- long term investments classified as available for sale which are stated at fair value,
- revaluation of certain property, plant and equipment,
- certain financial instruments at fair value
2.5 Functional and presentation currency
These consolidated financial statements are presented in Pak Rupees, which is the Group's functional and presentation
currency. All financial information has been rounded to the nearest rupee, except when otherwise indicated.
2.6 Use of estimates and judgments
The preparation of consolidated financial statements in conformity with approved accounting standards, as applicable
in Pakistan, requires management to make judgments, estimates and assumptions that affect the application of
policies and the reported amounts of assets, liabilities, income and expenses.
The estimates and associated assumptions are based on historical experience and various other factors that are
believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about
102 Fazal Cloth Mills Limited
the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ
from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognized in the period in which the estimates are revised if the revision affects only that period, or in the period of the
revision and future periods if the revision affects both current and future periods.
The areas where assumptions and estimates are significant to the Group's financial statements or where judgment was
exercised in application of accounting policies are as follows:
2.6.1 Fixed assets
Property, plant and equipment
The Group’s management determines the estimated useful lives and related depreciation charge for its plant and
equipment. The Group also 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 affect on the depreciation charge and impairment.
Intangible assets
The Group reviews the rate of amortization and value of intangible assets for possible impairment on an annual basis.
Any change in the estimates in future years might affect the carrying amounts of intangible assets with a corresponding
effect on the amortization charge and impairment.
2.6.2 Inventory
The Group reviews the net realizable value of stock-in-trade and stores, spares and loose tools to assess any diminution
in their respective carrying values. Any change in the estimates in future years might affect the carrying amounts of
stock-in-trade and stores, spares and loose tools with a corresponding effect in profit and loss account of those future
years. Net realizable value is determined with respect to estimated selling price less estimated expenditure to make the
sale.
2.6.3 Provision for doubtful debts, advances and other receivables
The Group reviews the recoverability of its trade debts, advances and other receivables at each reporting dates to
assess whether provision should be recorded in the consolidated profit and loss account. In particular, judgment by
management is required in the estimates of the amount and timing of future cash flows when determining the level of
provision required. Such estimates are based on certain assumptions whereas actual results may differ, resulting in
future changes to the provisions.
2.6.4 Employee benefits
The Group operates an un-funded gratuity scheme covering all eligible employees completing the minimum qualifying
period of service as specified by the scheme. Annual provision is made on the basis of actuarial valuation to cover
obligations under the scheme for all employees eligible to gratuity benefits respective of the qualifying period. The
projected unit credit method used for the valuation of the scheme is based on assumptions stated in note 20.1.
2.6.5 Taxation
In making the estimates for income taxes currently payable by the Group, the management looks at the current income
103Annual Report 2013
tax laws and the decisions of appellate authorities on certain issues in the past. In making the provision for deferred
taxes, estimates of the Group’s future taxable profits are taken into account.
2.6.6 Contingencies
The Group has disclosed significant contingent liabilities for the pending litigations and claims against the Group based
on its judgment and the advice of the legal advisors for the estimated financial outcome. The actual outcome of these
litigations and claims can have an effect on the carrying amounts of the liabilities recognized at the balance sheet date.
However, based on the best judgment of the Group and its legal advisors, the likely outcome of these litigations and
claims is remote and there is no need to recognize any liability at the reporting date.
3 Summary of significant accounting policies
3.1 Property, plant and equipment
Owned
Furniture and fixtures, office equipment and vehicles are stated at cost less accumulated depreciation and accumulated
impairment losses, if any. Operating assets except mentioned above are stated at revalued amount being the fair value
at the date of revaluation, less any subsequent accumulated depreciation and impairment losses while freehold land is
stated at revalued amount being the fair value at the date of revaluation, less any subsequent impairment losses, if any.
Any revaluation increase arising on the revaluation of such assets is credited in 'Surplus on Revaluation of Property, Plant
and Equipment'. A decrease in the carrying amount arising on revaluation is charged to profit or loss to the extent that it
exceeds the balance, if any, held in the surplus on revaluation account relating to a previous revaluation of that asset.
Cost includes borrowing cost in respect of qualifying assets as stated in note 3.12.
Depreciation is charged on a systematic basis over the useful life of the assets, on reducing balance method, which
reflects the patterns in which the economic benefits are consumed by the Group, at the rates specified in note 4.1.
Depreciation on additions is charged on a pro-rata basis from the date the asset is available for use up to the date the
asset is disposed of.
The gain or loss on disposal or retirement of an asset represented by the difference between the sale proceeds and the
carrying amount of the asset is recognized as an income or expense.
Major renewals and improvements to an item of property, plant and equipment are recognized in the carrying amount of
the item if it is probable that the embodied future economic benefits will flow to the Group and the cost of renewal or
improvement can be measured reliably. The cost of the day-to-day servicing of property, plant and equipment are
recognized in profit or loss as incurred.
Surplus arising on revaluation of operating assets is credited to surplus on revaluation of property, plant and equipment
account. The surplus on revaluation of operating assets to the extent of incremental depreciation charged on the related
assets is transferred by the Group to its un-appropriated profit.
The assets’ residual values and useful lives are continually reviewed by the Group and adjusted if impact on depreciation
is significant. The Group’s estimate of residual values of property, plant and equipment as at 30 June 2013 has not
required any adjustment as its impact is considered insignificant.
Capital work-in-progress
Capital work-in-progress are stated at cost less identified impairment losses, if any. All expenditure connected with
specific assets incurred during installation and construction period are carried under capital work-in-progress. These
104 Fazal Cloth Mills Limited
are transferred to specific assets as and when these are available for use.
Leased
The Group accounts for property, plant and equipment obtained under finance leases by recording the asset and the
related liability. These amounts are determined on the basis of discounted value of minimum lease payments at
inception of lease or fair value whichever is lower. Financial charges are allocated to the accounting period in a manner
so as to provide a constant periodic rate of charge on the outstanding liability. Depreciation on lease assets is charged,
on a systematic basis over the useful life of the assets, on reducing balance method, which reflects the patterns in
which the asset’s economic benefits are consumed by the Group.
3.2 Intangible assets
Intangible assets are stated at cost less accumulated amortization and identified impairment losses, if any.
Amortization is charged to income on straight line basis during the estimated useful life. The useful life is reviewed
periodically to ensure that it is consistent with the expected pattern of economic benefits.
Amortization is charged from the month of acquisition and up to the month preceding the disposal respectively. Gain/
loss on disposal of intangible assets are taken to consolidated profit and loss account.
Major improvements and modifications are capitalized. Minor maintenance are taken to consolidated profit and loss
account.
3.3 Impairment
Financial assets
A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is
impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had
a negative effect on the estimated future cash flows of that asset.
Non-financial assets
The carrying amounts of non-financial assets other than inventories and deferred tax asset, are assessed at each
reporting date to ascertain whether there is any indication of impairment. If any such indication exists then the asset’s
recoverable amount is estimated. An impairment loss is recognized, as an expense in the consolidated profit and loss
account, for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable
amount is the higher of an asset’s fair value less cost to sell and value in use. Value in use is ascertained through
discounting of the estimated future cash flows using a discount rate that reflects current market assessments of the
time value of money and the risk specific to the assets. For the purpose of assessing impairment, assets are grouped at
the lowest levels for which there are separately identifiable cash flows (cash-generating units).
An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount
that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
3.4 Borrowings
Interest bearing borrowings are recognized initially at fair value less attributable transaction cost. Subsequent to initial
recognition, these are stated at amortized cost with any difference between cost and redemption value being
recognized in the consolidated profit and loss over the period of the borrowings on an effective interest basis.
105Annual Report 2013
3.5 Functional and presentation currency
Items included in the consolidated financial statement of the Group are measured using the currency of the primary
economic environment in which the Group operates (the functional currency). The consolidated financial statements
are presented in Pak Rupees which is the Group's functional and presentation currency.
3.6 Taxation
Current
Charge for current taxation is based on taxable income at the current rates of taxation after taking into account tax
credits and tax rebates available, if any, or provisions of minimum tax. However, for income covered under final tax
regime, taxation is based on applicable tax rates under such regime.
Deferred
Deferred tax is recognized using the balance sheet liability method in respect of all temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and the tax base (the amounts used for
taxation purposes). In this regard, the effects on deferred taxation of the portion of income subject to final tax regime is
also considered in accordance with the requirement of Technical Release – 27 of Institute of Chartered Accountants of
Pakistan.
Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the
deductible temporary differences, unused tax losses and tax credits can be utilized. Deferred tax liabilities are generally
recognized for all taxable temporary differences. Deferred tax assets and liabilities are based on the expected tax rates
applicable at the time of reversal.
3.7 Foreign currency translations
Transactions in foreign currencies are initially recorded at the rates of exchange ruling on the dates of transactions.
Monetary assets and liabilities denominated in foreign currencies are retranslated into Pak Rupees at the exchange
rates prevailing on the balance sheet date. All exchange differences are charged to consolidated profit and loss
account.
3.8 Staff retirement benefits
The Group operates an un-funded gratuity scheme covering all eligible employees completing the minimum qualifying
period of service as specified by the scheme. Annual provision is made on the basis of actuarial valuation to cover
obligations under the scheme for all employees eligible to gratuity benefits respective of the qualifying period. The
projected unit credit method used for the valuation of the scheme is based on assumptions stated in note 20.1.
3.9 Trade and other payables
Liabilities for trade and other amounts payable are measured at cost which is the fair value of the consideration to be
paid in the future for the goods and services received whether billed to the Group or not.
3.10 Provisions
Provisions are recognized when the Group has a legal or constructive obligation as a result of past events and it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a
reliable estimate of the amount can be made. However, provisions are reviewed at each balance sheet date and
adjusted to reflect current best estimate.
106 Fazal Cloth Mills Limited
3.11 Financial instruments
Financial assets and liabilities are recognized when the Group becomes a party to the contractual provisions of the
instrument and de-recognized when the Group loses control of the contractual rights that comprise the financial asset
and in case of financial liability when the obligation specified in the contract is discharged, cancelled or expired. Any
gain or loss on derecognition of financial assets and liabilities are included in consolidated profit and loss for the year.
Derivatives are initially recorded at cost which is the fair value of consideration given or received respectively on the
date a derivative contract is entered into and are remeasured to fair value, amortized cost or cost as the case may be at
subsequent reporting dates. The method of recognizing the resulting gain or loss depends on whether the derivative is
designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain
derivatives as cash flow hedges.
The Group documents at the inception of the transaction the relationship between the hedging instruments and hedged
items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also
documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in
hedging transactions are highly effective in offsetting changes in cash flow of hedged items.
The effective portion of changes in the fair value of derivates that are designated and qualify as cash flow hedges are
recognized in equity. The gain or loss relating to the ineffective portion is recognized immediately in the consolidated
profit and loss account.
Amounts accumulated in equity are recognized in consolidated profit and loss account in the periods when the hedged
item will effect consolidated profit or loss. However, when the forecast hedged transaction results in the recognition of
a non-financial assets or a liability, the gains and losses previously deferred in equity are transferred from equity and
included in the initial measurement of the cost of the asset or liability.
3.12 Borrwoing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are
assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost
of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying
assets is deducted from the borrowing costs eligible for capitalization.
All other borrowing costs are charged to income in the period of incurrence.
3.13 Investments
Available-for-sale
Available for sale investments are initially recognized at cost, being the fair value of the consideration given.
Subsequent to initial recognition these are recognized at fair value unless fair value cannot be reliably measured. The
investments for which quoted market price is not available are measured at cost. Changes in carrying value are
recognized in equity until investment is sold or determined to be impaired at which time the cumulative gain or loss
previously recognized in equity is included in consolidated profit or loss account.
All “regular way” purchase and sale of listed shares are recognized on the trade date i.e. the date that the Group
commits to purchase/sell the asset.
The fair value of investments classified as available for sale is their quoted bid price at the reporting date.
107Annual Report 2013
At fair value through profit or loss
Investments at fair value through profit and loss are those which are acquired for generating a profit from short-term
fluctuation in prices. All investments are initially recognized at cost, being the fair value of the consideration given.
Subsequent to initial recognition, these investments are re-measured at fair value (quoted market price). Any gain or
loss from a change in the fair value is recognized in income.
Investment in subsidiary
Investments in subsidiaries are stated at cost and the carrying amount is adjusted for impairment, if any.
Subsidiary is an enterprise in which the Group directly controls, beneficially owns or holds more than 50% of the voting
securities or otherwise has power to elect and / or appoint more than 50% of its directors. The existence and effect of
potential voting right that are currently exercisable or convertible when assessing whether the Group controls another
entity.
3.14 Stores, spares and loose tools
These are valued at moving average cost less allowance for obsolete and slow moving items. Items in transit are valued
at invoice values plus other charges incurred thereon.
3.15 Stock-in-trade
These are stated at the lower of cost and net realizable value except for waste stock which is valued at net realizable
value.
Cost has been determined as follows:
Raw materials Weighted average cost
Work in process and finished goods Cost of direct materials, labour and appropriate
manufacturing overheads.
Materials in transit comprises of invoice value plus other charges paid thereon.
Net realizable value signifies the estimated selling price in the ordinary course of business less costs necessarily to be
incurred in order to make a sale.
3.16 Revenue recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Group and the revenue
can be measured reliably. Revenue is measured at the fair value of consideration received or receivable on the following
basis:
- Sales are recorded when significant risks and rewards of ownership of the goods are transferred to the customers.
- Return on investments and deposits is accounted for on time proportionate basis.
- Dividend income is accounted for when the right to receive is established.
- Gain on sale and lease-back transactions is deferred and is credited to profit and loss account over the lease term.
- Interest/mark-up income is recognized as the interest / mark-up become due.
108 Fazal Cloth Mills Limited
3.17 Trade debts and other receivables
Trade debts and other receivables are carried at original invoice amount less an estimate made for doubtful receivables
based on review of outstanding amounts at the year end. Bad debts are written off when identified.
3.18 Cash and cash equivalents
Cash in hand and at banks and short term deposits, which are held to maturity, are carried at cost. For the purposes of
cash flow statement, cash equivalents are short term highly liquid instruments, which are readily convertible to known
amounts of cash and which are subject to insignificant risk of changes in values.
3.19 Off setting of financial instruments
Financial assets and liabilities are off-set and the net amount reported in the balance sheet when there is a legally
enforceable right to set-off the recognized amounts and there is an intention to settle on a net basis, or realize the asset
and settle the liability simultaneously.
3.20 Government grants
Government grants that compensates the Group for expenses incurred is recognized in the profit and loss account on a
systematic basis in the same period in which the expenses are recognized. Government grants are deducted in
reporting the related expense.
3.21 Segment reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenues
and incur expenses. All operating segments' operating results are regularly reviewed by the Group's Chief Executive to
make decisions about resources to be allocated to the segment and assess its performance, and for which discrete
financial information is available.
3.22 Earnings per share
The Group presents basic and diluted earnings per shares (EPS) data. Basic EPS is calculated by dividing the profit or
loss attributable to share holders of the Group by the weighted average number of ordinary shares outstanding during
the period. Diluted EPS is determined by adjusting the profit or loss attributable to share holders and the weighted
average number of ordinary shares outstanding, adjusted for the effects of all dilutive potential ordinary shares.
3.23 Dividend distribution
Dividend distribution to the Group's shareholders is recognized as a liability in the period in which the dividends are
approved.
109Annual Report 2013
110 Fazal Cloth Mills Limited
2013
2012
Not
eR
upee
sRu
pees
4Pr
oper
ty, p
lant
and
equ
ipm
ent
Ope
ratin
g as
sets
4.1
12,1
17,4
67,9
6311
,092
,153
,643
Cap
ital w
ork-
in-p
rogr
ess
4.2
333,
523,
768
162,
919,
560
12,4
50,9
91,7
3111
,255
,073
,203
4.1
Ope
ratin
g as
sets
Net
boo
k va
lue
Ow
ned
Free
hold
land
1,11
7,44
3,00
576
,485
,262
(3,7
21,1
35)
-
1,19
0,20
7,13
2
--
-
-
-1,
190,
207,
132
Fact
ory
build
ing
1,86
4,04
6,88
019
7,17
4,20
4
-
-
2,06
1,22
1,08
4
5%30
8,73
8,20
8
78,9
77,5
06
-
387,
715,
714
1,67
3,50
5,37
0
Non
-fac
tory
bui
ldin
g69
6,47
8,58
140
,406
,804
-
-
736,
885,
385
5%12
0,14
3,13
1
29,1
19,9
69
-
149,
263,
100
587,
622,
285
Plan
t an
d m
achi
nery
9,76
9,60
0,75
91,
151,
352,
818
(20,
480,
251)
-
10,9
00,4
73,3
26
5%2,
400,
943,
557
38
6,45
4,79
9
(17,
545,
711)
2,76
9,85
2,64
58,
130,
620,
681
Elec
tric
fitt
ings
& in
stal
latio
ns40
8,55
1,18
847
,374
,079
-
-
455,
925,
267
5%79
,329
,938
17,1
11,6
81
-
96,4
41,6
1935
9,48
3,64
8
Sui
gas
inst
alla
tions
14,6
20,9
6147
4,19
5
-
-
15,0
95,1
56
5%5,
272,
165
479,
531
-
5,75
1,69
69,
343,
460
Tool
s, la
bora
tory
equ
ipm
ents
and
arm
s57
,088
,673
6,21
9,23
8
-
-
63,3
07,9
11
5%24
,269
,761
1,71
8,91
7
-
25,9
88,6
7837
,319
,233
Offi
ce e
quip
men
t28
,301
,915
4,27
9,15
0
(6
40,2
38)
-
31
,940
,827
10%
10,7
66,3
11
1,90
5,37
1
(254
,530
)
12
,417
,152
19,5
23,6
75
27,7
53,3
8986
,500
-
-
27
,839
,889
5%8,
706,
523
95
3,12
3
-
9,65
9,64
618
,180
,243
Furn
iture
and
fixt
ures
12,6
01,6
363,
554,
691
-
-
16
,156
,327
10%
5,00
8,20
6
858,
587
-
5,
866,
793
10,2
89,5
34
Vehi
cles
103,
656,
599
37,6
01,3
37
(5,0
48,1
72)
-
13
6,20
9,76
4
20
%41
,091
,008
16,9
76,5
60
(3
,230
,506
)
54
,837
,062
81,3
72,7
02
2013
14,1
00,1
43,5
861,
565,
008,
278
(29,
889,
796)
-
15,6
35,2
62,0
68
3,00
4,26
8,80
8
53
4,55
6,04
4
(21,
030,
747)
3,51
7,79
4,10
512
,117
,467
,963
Net
boo
k va
lue
Ow
ned
575,
838,
188
-
-
537,
883,
682
1,11
3,72
1,87
0
--
-
-
-1,
113,
721,
870
Fact
ory
Build
ing
1,14
2,19
7,43
117
0,37
0,61
9
-
551,
478,
830
1,86
4,04
6,88
0
5%25
6,21
4,03
7
52,5
24,1
71
-
308,
738,
208
1,55
5,30
8,67
2
Non
-Fac
tory
Bui
ldin
g47
3,35
8,55
810
4,53
0,71
4
-
118,
589,
309
696,
478,
581
5%99
,377
,956
20,7
65,1
75
-
120,
143,
131
576,
335,
450
Plan
t an
d m
achi
nery
6,86
8,10
2,01
52,
098,
401,
336
(17,
216,
837)
820,
314,
245
9,76
9,60
0,75
9
5%2,
101,
374,
145
31
0,77
4,53
0
(11,
205,
118)
2,40
0,94
3,55
77,
368,
657,
202
Elec
tric
fitt
ings
and
inst
alla
tions
266,
002,
946
142,
548,
242
-
-40
8,55
1,18
8
5%67
,787
,543
11,5
42,3
95-
79,3
29,9
3832
9,22
1,25
0
Sui
gas
inst
alla
tions
13,4
84,4
921,
136,
469
--
14,6
20,9
615%
4,83
4,95
343
7,21
2-
5,27
2,16
59,
348,
796
Tool
s, la
bora
tory
equ
ipm
ent
and
arm
s51
,715
,671
5,37
3,00
2-
57,0
88,6
735%
22,7
89,1
271,
480,
634
-24
,269
,761
32,8
18,9
12
Offi
ce e
quip
men
t22
,251
,255
6,05
0,66
0-
-28
,301
,915
10%
9,16
3,15
01,
603,
161
-10
,766
,311
17,5
35,6
04
27,0
07,6
3974
5,75
0-
-27
,753
,389
5%7,
734,
507
972,
016
-8,
706,
523
19,0
46,8
66
Furn
iture
and
fixt
ures
9,72
0,74
82,
880,
888
--
12,6
01,6
3610
%4,
356,
272
651,
934
-5,
008,
206
7,59
3,43
0
Vehi
cles
67,9
57,5
1941
,262
,525
(5,5
63,4
45)
-10
3,65
6,59
920
%35
,226
,097
10,4
64,5
84(4
,599
,673
)41
,091
,008
62,5
65,5
91
2012
9,51
7,63
6,46
22,
573,
300,
205
(22,
780,
282)
2,02
8,26
6,06
614
,096
,422
,451
2,60
8,85
7,78
741
1,21
5,81
2(1
5,80
4,79
1)3,
004,
268,
808
11,0
92,1
53,6
43
Reas
sess
ed v
alue
/orig
inal
cos
t
Rate %
Dep
reci
atio
n
As
at
01 J
uly
2012
Add
ition
s D
elet
ions
S
urpl
us o
n
reva
luat
ion
As
at
30 J
une
2013
As
at
30 J
une
2013
Fire
ext
ingu
ishi
ng e
quip
men
t
& w
eigh
ing
scal
es
Reas
sess
ed v
alue
/orig
inal
cos
t
Rate %
Dep
reci
atio
n
As
at
01 J
uly
2011
As
at
01 J
uly
2012
For
the
year
D
ispo
sals
A
s at
30 J
une
2013
Fire
ext
ingu
ishi
ng e
quip
men
t
& w
eigh
ing
scal
es
----
----
----
----
----
----
----
----
----
----
----
----
----
----
--(R
upee
s)--
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
--(R
upee
s)--
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
--(R
upee
s)--
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
--(R
upee
s)--
----
----
----
----
----
----
----
----
----
----
----
----
----
----
For
the
year
D
ispo
sals
A
s at
30 J
une
2012
As
at
30 J
une
2012
Free
hold
Lan
d
Add
ition
s D
elet
ions
S
urpl
us o
n
reva
luat
ion
As
at
30 J
une
2012
As
at
01 J
uly
2011
2013 2012
Note Rupees Rupees
4.2 Capital work-in-progress
Opening balance 162,919,560 156,084,017
Additions during the year 1,146,539,078 2,185,758,045
Transfers during the year (975,934,870) (2,178,922,502)
Closing balance 333,523,768 162,919,560
Breakup of closing balance of capital work-in-progress:
Factory buildings
Material and expenses 159,817,243 27,833,068
Advance payments 68,790,312 20,279,515
228,607,555 48,112,583
Non-factory buildings
Material and expenses 68,076,880 1,936,637
Plant and machinery
Cost and expenses 1,907,064 183,160
Advance payments 27,213,847 -
Letters of credit 5,726,509 112,687,180
34,847,420 112,870,340
Furniture and fixtures
Advance payments 14,600 -
Office equipment
Advance payments 147,298 -
Electric fittings & Installations
Advance payments 1,830,015 -
333,523,768 162,919,560
4.3 Depreciation is allocated as under:
Cost of sales 27 514,808,069 398,488,284
Administrative expenses 29 19,747,975 12,727,528
534,556,044 411,215,812
4.4 Property, plant and equipment of the Group were first revalued on 30 June 2007 by an independent valuer on the basis of depreciated replacement values which resulted in the surplus of Rs. 2,915 million. The next revaluation had been carried out on 31 March 2012 by another independent valuer on the basis of depreciated replacement values which resulted in the additional surplus of Rs.2,028 million.
Had there been no revaluation, the net book value of operating fixed assets are as follows:
Cost Depreciation Net book value
----------------------------------- (Rupees) -----------------------------------
30 June 2013
Freehold land 144,431,518 - 144,431,518
Building 1,482,476,363 324,317,679 1,158,158,684
Plant & machinery and others 8,866,388,298 2,386,394,233 6,479,994,065
10,493,296,179 2,710,711,912 7,782,584,267
30 June 2012 9,007,739,566 2,380,912,616 6,626,826,950
111Annual Report 2013
112 Fazal Cloth Mills Limited
4.5
Rea
sses
sed
valu
e /
orig
inal
cos
t
Acc
umul
ated
depr
ecia
tion
Net
boo
k
valu
eS
ale
proc
eeds
Gai
n/(lo
ss)
on d
ispo
sal
Mod
e of
dis
posa
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ta C
orol
la 1
299
CC
951,
975
761
,716
19
0,25
9
400,
000
2
09,7
41
Neg
otia
tion
Ehsa
n El
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Toyo
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tlas
1,83
2,75
0
1
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,499
77
4,25
1
1,85
0,00
0
1,0
75,7
49
Insu
ranc
e C
laim
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sura
nce
Lim
ited
Hon
da C
ivic
179
9 C
C1,
454,
174
9
35,7
98
518,
376
1,
415,
000
896
,624
In
sura
nce
Cla
imA
dam
jee
Insu
ranc
e Li
mite
d
Elec
tron
ic W
inde
r and
Tw
iste
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642,
910
3,2
56,4
45
386,
465
1,
326,
750
940
,285
N
egot
iatio
nA
Z &
Brot
hers
Con
er A
utom
atic
Win
der
16,8
37,3
41
1
4,28
9,26
6 2,
548,
075
3,17
3,25
0
6
25,1
75
Neg
otia
tion
AZ
& Br
othe
rs
Dig
ital C
opie
r13
3,68
2
77,0
02
56,6
80
91
,577
34
,897
In
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Cla
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Insu
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d
Hp
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4530
5 La
ptop
Inte
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e 26
30
85,0
00
11
,687
73
,313
66,0
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(7,3
13)
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sura
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Lim
ited
Mits
ubis
hi c
abin
et a
ir co
nditi
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11
4,90
0
45,6
86
69,2
14
12
3,50
0
54
,286
In
sura
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Cla
imA
dam
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Insu
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ier R
icho
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15,6
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65
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600
In
sura
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Cla
imA
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jee
Insu
ranc
e Li
mite
d
Sal
e of
land
3,72
1,13
5
-
3,
721,
135
3,72
1,13
5
-
Neg
otia
tion
Rel
ianc
e W
eavi
ng M
ills
Lim
ited
Toyo
ta C
orol
la S
aloo
n 40
7,06
3
243
,108
16
3,95
5
32
7,50
0
1
63,5
45
Insu
ranc
e C
laim
Ada
mje
e In
sura
nce
Lim
ited
628,
866
335,
940
292,
926
316,
331
23,4
05
Gro
up P
olic
y /
Neg
otia
tion
2013
29,8
89,7
96
21,0
30,7
47
8,85
9,04
9
12,8
76,0
43
4,01
6,99
4
20
1222
,780
,282
15,8
04,7
91
6,97
5,49
1
16,7
84,8
98
9,80
9,40
7
The
follo
win
g as
sets
wer
e di
spos
ed o
ff d
urin
g th
e ye
ar
----
----
----
----
----
----
----
----
----
----
---(
Rup
ees)
----
----
----
----
----
----
----
----
----
----
----
-
Item
sof
prop
erty
,pl
ant
and
equi
pmen
t
with
indi
vidu
al v
alue
not
exc
eedi
ng R
s. 5
0,00
0
113Annual Report 2013
2013 2012
Note -------------------- (Rupees) --------------------
5 Intangible assets
Computer Software 5.1 3,122,703 3,398,483
Goodwill 5.2 505,761 -
3,628,464 3,398,483
5.1 Computer Software
Net book value at beginning of the year 3,398,483 4,538,527
Additions during the year 909,751 -
Amortization for the year (1,185,531) (1,140,044)
Net book value at end of the year 3,122,703 3,398,483
Gross carrying value as at end of the year
Cost 11,424,321 10,514,570
Accumulated amortization (8,301,618) (7,116,087)
Net book value 3,122,703 3,398,483
5.2 Goodwill
Opening balance - -
Add: Acquisition through business combination 5.2.1 505,761 -
Balance 505,761 -
5.2.1 Annual test for impairment
During the year, the Group assessed the recoverable amount of goodwill associated with the acquisition of the Subsidiary Company, by determining the value in use in accordance with the provisions of International Financial Reporting Standards (IFRS). The recoverable amount exceeds the carrying value and hence no impairment is deemed to exist. The management believes that any reasonably possible change to the key assumptions on which the calculation of recoverable amount is based would not cause the carrying amount to exceed the recoverable amount.
6 Long term investments
2013 2012 2013 2012
Number of shares Note Rupees Rupees
(Restated)
Quoted - available for sale
investments
62,994,031 60,414,970 Fatima Fertilizer Company Limited -
Equity interest held 2.88%
(2012: 2.88%) 6.1 1,564,141,790 1,490,437,310
Un-quoted - available for
sale investments
25,790,610 25,790,610 Pak Arab Fertilizers Limited -
Equity interest held 5.73% 6.1 & 6.2 252,966,706 252,966,706
(2012: 5.73%)
1,817,108,496 1,743,404,016
6.1 Pak Arab Fertilizers Limited and Fatima Fertilizer Company Limited are associated companies of the Group as defined in Companies Ordinance, 1984. However, according to International Accounting Standard 28 "Investments in Associates and Joint Ventures", Pak Arab Fertilizers Limited and Fatima Fertilizer Company Limited are not considered as Associates as criteria for significant influence is not met. Therefore, the investment in Pak Arab Fertilizers Limited is classified as available for sale and is valued at cost, owing to non-availability of market value of its shares as the company is not listed on any of the Stock Exchanges in Pakistan and investment in Fatima Fertilizer Company Limited has been classified as available for sale with fair value changes recognized in equity, in accordance with the requirement of International Accounting Standard 39 "Financial Instruments: Recognition and Measurement".
Previously, this investment was treated as 'Investments in Associates" under equity method in accordance with the provisions of International Accounting Standard 28 "Investments in Associates and Joint Ventures". This treatment of valuation of investments under equity method is treated as prior period error in the current year financial statements. The effect of prior period error due to wrong accounting treatment for valuation of these investments has been accounted for by restatement of figures of earliest reporting periods. The effect of this restatement is summarized below:
2012 2011
Rupees Rupees
Unappropriated profits
Balance - as previously reported 4,150,734,634 3,100,929,710
Net cumulative effect due to rectification of prior period error (550,695,388) (482,793,414)
Balance - as restated 3,600,039,246 2,618,136,296
Fair value reserve - available for sale financial assets
Balance - as previously reported - -
Net cumulative effect due to rectification of prior period error 784,049,931 246,163,636
Balance - as restated 784,049,931 246,163,636
Long term investments
Balance - as previously reported 2,182,061,781 1,535,348,169
Effect due to rectification of prior period error
- derecognition of share of post acquisition profits (1,626,110,793) (1,208,800,594)
- recognition of cash and specie dividends 1,214,594,228 844,117,856
- derecognition of share of other comprehensive income (139,853,823) (118,110,676)
- derecognition of share of revaluation surplus (671,337,308) (141,896,820)
959,354,085 910,657,935
Remeasurement to fair value 784,049,931 246,163,636
Balance - as restated 1,743,404,016 1,156,821,571
Surplus on revaluation of property, plant and equipment
Balance - as previously reported 4,461,659,446 2,334,396,213
Effect due to rectification of prior period error (671,337,308) (141,896,820)
Balance - as restated 3,790,322,138 2,192,499,393
Management has accounted for the above adjustments with retrospective effect and comparative information has been restated in accordance with the provisions of the International Accounting Standard 8 "Accounting Policies, changes in accounting estimates and error".
114 Fazal Cloth Mills Limited
6.2 During the year, the Group has received 2,579,061 shares (2012: 15,474,366 shares) of Fatima Fertilizer Company Limited as specie dividend from Pak Arab Fertilizer Limited which have been recognized at fair value of Rs. 61.79 million as an increase in investment of Fatima Fertilizer Company Limited. Furthermore, the Group has received cash dividends amounting to Rs. 139 million on it's investment in Fatima Fertilizers Limited which is disclosed in other income.
2013 2012
Note Rupees Rupees
7 Stores, spares and loose tools
Stores 7.1 146,582,114 126,088,345
Spares 159,811,788 205,967,900
Loose tools 549,005 624,335
306,942,907 332,680,580
Less: Provision for slow moving items (1,770,316) (1,770,316)
305,172,591 330,910,264
7.1 This includes stores in transit of Rs. 4.89 million (2012: Rs. 55.42 million).
8 Stock-in-trade
Raw material 8.1 4,646,912,278 2,822,587,199
Work-in-process 205,937,615 172,590,755
4,852,849,893 2,995,177,954
Finished goods
Yarn 831,554,614 659,940,484
Fabric 244,214,094 118,892,687
1,075,768,708 778,833,171
5,928,618,601 3,774,011,125
8.1 This includes raw material in transit of Rs. 337.96 million (2012: Rs. 16.55 million).
9 Trade debts
Considered good
Export - secured 9.1 608,024,072 858,285,522
Local - unsecured 9.2 1,387,603,732 1,153,902,730
1,995,627,804 2,012,188,252
9.1 These are secured through banks by letters of credit.
9.2 These include due from following associated undertakings on account of trading activities.
Fazal Rehman Fabrics Limited 138,795,584 37,596,629
Amir Fine Exports (Private) Limited 8,400 8,400
138,803,984 37,605,029
115Annual Report 2013
2013 2012
Rupees Rupees
10 Loans and advances
Considered good
Due from associated undertaking / related party 10.1 9,681,589 21,484
Others
Advances to:
- Suppliers and contractors 117,989,180 74,832,921
Loan to:
- Executives - interest free 10.2 450,000 380,095
- Other employees 6,335,528 4,717,160
Letters of credit 6,321,583 56,555,138
140,777,880 136,506,798
10.1 Due from associated undertaking / related party
- On account of non-trading activities
Fatima Fertilizers Ltd. 9,681,589 -
Reliance Commodities (Private) Limited - 21,484
9,681,589 21,484
10.2 Maximum aggregate amount due from executives at any month end during the year was Rs. 0.45 million (2012: Rs. 0.38 million).
11 Trade deposits and short term prepayments
Deposits 4,587,000 5,535,500
Prepayments 2,068,581 1,218,711
6,655,581 6,754,211
12 Short term investments
Investments
- at fair value through profit and loss account
In quoted companies
Fatima Fertilizer Company Limited
6,520,000 (2012: 6,520,000) fully paid ordinary
shares of Rs. 10 each 161,891,600 160,848,400
Pakistan State Oil Company Limited
89,280 (2012: 62,000) fully paid ordinary
shares of Rs. 10 each 28,603,526 15,648,271
190,495,126 176,496,671
13 Tax refunds due from government
Sales tax 103,160,318 63,324,293
Income tax - net 13.1 209,999,806 65,636,718
Excise duty 74,950 -
313,235,074 128,961,011
116 Fazal Cloth Mills Limited
2013 2012
Note Rupees Rupees
13.1 Movement of income tax
Balance at the beginning of year 65,636,718 76,105,110
Add: Advance tax paid / deducted at source 206,376,968 183,996,287
Add: Payments / adjustments against completed assessments - 8,370,659
272,013,686 268,472,056
Less: Provision for taxation 62,013,880 202,835,338
Balance at the end of year 209,999,806 65,636,718
14 Cash and bank balances
Cash in hand 4,114,514 1,117,140
Cash at banks
- Current accounts 192,749,247 69,186,760
- Dividend accounts 18,836,397 540,656
- Saving accounts 14.1 1,697,836 1,143,799
213,283,480 70,871,215
217,397,994 71,988,355
14.1 Rate of interest and mark up on saving accounts ranges from 6% to 7% (2012: 5% to 8.2%).
15 Issued, subscribed and paid-up-capital
Ordinary shares 15.1 250,000,000 226,000,000
Preference shares 15.2 - 175,000,000
250,000,000 401,000,000
15.1 Ordinary shares
2013 2012 2013 2012
(Number of shares) ---------------- (Rupees) ----------------
1,000,000 1,000,000 Ordinary shares of Rs.10 each
fully paid in cash 10,000,000 10,000,000
9,187,200 9,187,200 Ordinary shares of Rs.10 each
fully paid as right shares 91,872,000 91,872,000
14,812,800 12,412,800 Ordinary shares of Rs.10 each
issued as bonus shares 15.1.1 148,128,000 124,128,000
25,000,000 22,600,000 250,000,000 226,000,000
15.1.1 Movement of bonus shares
Opening balance 124,128,000 85,679,940
Add: Bonus shares issued during the year 24,000,000 38,448,060
(2,400,000 shares (2012: 3,844,806) ordinary shares of Rs.10 each)
148,128,000 124,128,000
117Annual Report 2013
15.1.2 As at the balance sheet date, ordinary shares held by an associated company is as follows:
2013 2012
Note -------------- (Number of shares) --------------
Amir Fine Exports (Private) Limited 6,119,941 5,531,312
15.2 Preference shares
2013 2012 2013 2012
(Number of shares) ---------------- (Rupees) ----------------
17,500,000 17,500,000 Preference shares of Rs.10 each
fully paid in cash 175,000,000 175,000,000
Less: transferred to current liability 21 (175,000,000) -
- 175,000,000
2013 2012
-------------- (Number of shares) --------------
Preference shares are issued to the following financial institutions:
MCB Bank Limited 10,000,000 10,000,000
The Bank of Punjab 2,500,000 2,500,000
Faysal Bank Limited 2,500,000 2,500,000
NIB Bank Limited 2,500,000 2,500,000
17,500,000 17,500,000
15.2.1 The Holding Company, during the financial year ended 30 June 2006, had offered to the shareholders of the Group 30 million preference shares of Rs.10 each at par value. The salient terms of this issue were as follows:
(a) The preference shareholders are not entitled to receive notice, attend general meetings of the Holding Company and vote at meetings of the shareholders of the Holding Company, except as otherwise provided by the Companies Ordinance, 1984 (the Ordinance), whereby the holders of such shares would be entitled to vote separately as a class i.e. with respect to voting entitlement of preference shareholders on matters/issues affecting substantive rights or liabilities of preference shareholders.
(b) Preference shareholders will have the option to serve the notice, after the end of seventh year from the issue date, to convert the preference shares along with accumulated dividend into the ordinary shares of the Holding Company within the conversion period by providing written notice to the Holding Company. In this regard a 60 days prior written notice will be given to the Holding Company. The preference shares along with accumulated dividend will be convertible into ordinary shares at a 25% discount to breakup value per share or at a 25% discount to the average market value of the share in the preceding 3 months whichever is higher.
(c) The Holding Company may at its option redeem the preference shares whole or minimum of 20% of the outstanding face value at any time after completion of third year from the issue date by giving at least 60 days prior written notice to the preference shareholders.
(d) Preference shareholders shall be paid preference dividend @ 6-months KIBOR + 9.75% per annum on cumulative basis. If the Holding Company does not pay dividend in any year, the unpaid dividend for the relevant year will be paid in the immediately following year along with the dividend payment for such year.
118 Fazal Cloth Mills Limited
(e) The Holding Company shall create a sinking fund reserve account from the profits of the Holding Company. Any payment on account of the call option will only be made from the Sinking fund reserve account and profits from the current year. The Holding Company will build up the reserve account to ensure that it is sufficient to service the exercise of the call option.
(f) Subsequent to the year end, the Holding Company has served a notice relating to the redemption of preference shares in cash on 01 August 2013.
2013 2012
Note Rupees Rupees
16 Capital reserves
- Share premium
Issue of 3,168,000 (2012: 3,168,000) ordinary shares of
Rs. 10 each @ Rs. 20 per share issued during 2001 63,360,000 63,360,000
Issue of 2,851,200 (2012: 2,851,200) ordinary shares of
Rs. 10 each @ Rs. 5 per share issued during 2002 14,256,000 14,256,000
77,616,000 77,616,000
- Capital redemption reserve 16.1 175,000,000 175,000,000
252,616,000 252,616,000
16.1 This represents capital redemption reserve created for the purpose of redemption of preference shares.
2013 2012
Rupees Rupees
(Restated)
17 Surplus on revaluation of property, plant and equipment
Balance at beginning of the year 4,488,235,841 2,551,578,393
Add:
Surplus arising due to revaluation of property, plant and equipment - 2,028,266,066
Less:
Transferred to unappropriated profit on account of:
Incremental depreciation - net of deferred tax (133,391,944) (91,608,618)
Effect of disposal of property, plant and equipment (11,572,351) -
4,343,271,546 4,488,235,841
Less: Related deferred tax liability on
Opening balance of revaluation 697,913,703 359,079,000
Surplus arising due to revaluation of property, plant and equipment 116,938,401 456,080,865
Incremental depreciation charged on related assets (167,470,520) (117,246,162)
647,381,584 697,913,703
3,695,889,962 3,790,322,138
119Annual Report 2013
2013 2012
18 Long term financing Note Rupees Rupees
Banking Companies
Fazal Cloth Mills Limited - Holding Company
Askari Bank Limited
- Term finance - V 18.1 - 46,362,000
- Term finance - VI under LTF-EOP scheme 18.2 6,732,000 10,098,000
- Term finance - under LTF-EOP scheme 18.3 44,316,501 59,088,667
- Term finance - VII 18.4 (a) 63,919,399 82,182,086
- Term finance - VII under LTFF scheme 18.4 (b) 8,997,029 11,567,608
- Term finance - VIII 18.5 (a) 62,970,147 71,845,457
- Term finance - VIII under LTFF scheme 18.5 (b) 38,608,496 47,259,286
225,543,572 328,403,104
Soneri Bank Limited
- Term finance 18.6 24,300,000 40,700,000
- Term finance 18.7 50,000,000 50,000,000
- Term finance 18.8 149,927,045 -
- Term finance 18.9 350,000,000 -
574,227,045 90,700,000
Faysal Bank Limited
- Term finance 18.10 100,000,000 150,000,000
- Term finance 18.11 200,000,000 200,000,000
- Term finance 18.12 (a) 237,586,502 237,586,502
- Term finance under LTFF scheme 18.12 (b) 112,413,498 112,413,498
- Term finance 18.13 200,000,000 -
850,000,000 700,000,000
Habib Bank Limited
- Demand finance 18.14 (a) 53,847,275 89,745,458
- Demand finance under LTF-EOP scheme 18.14 (b) 14,421,115 20,189,625
68,268,390 109,935,083
National Bank of Pakistan
- Demand finance - IV 18.15 120,000,000 160,000,000
- Demand finance - III 18.16 (a) 71,318,646 97,294,058
- Demand finance - III under LTFF scheme 18.16 (b) 32,122,277 41,300,071
- Demand finance - VI 18.17 (a) 207,167,200 125,665,600
- Demand finance - VI under LTFF scheme 18.17 (b) 62,832,800 -
493,440,923 424,259,729
United Bank Limited
- Demand finance - I B 18.18 26,288,424 78,865,264
- Demand finance - I C 18.19 10,000,000 20,000,000
- Demand finance - II 18.20 (a) 17,130,000 51,389,000
- Demand finance under LTF-EOP scheme 18.20 (b) 7,551,000 12,585,000
- Demand finance - III under LTF-EOP scheme 18.21 2,311,576 6,934,736
- Demand finance - IV under LTF-EOP scheme 18.22 4,166,670 12,500,004
67,447,670 182,274,004
120 Fazal Cloth Mills Limited
2013 2012
Note Rupees Rupees
MCB Bank Limited
- Demand finance under LTF-EOP scheme 18.23 - 4,899,438
- Demand finance under LTFF scheme 18.24 320,761,619 349,921,766
320,761,619 354,821,204
Allied Bank Limited
- Demand finance 18.25 (a) 54,414,246 90,690,408
- Demand finance under LTF-EOP scheme 18.25 (b) 14,617,984 19,526,572
- Demand finance under LTFF scheme 18.25 (c) 680,074 1,133,454
- Term loan - 2 18.26 (a) 129,319,516 143,577,505
- Term loan - 2 under LTFF scheme 18.26 (b) 96,830,415 101,805,806
- Term loan - 3 18.27 (a) 216,669,192 239,743,698
- Term loan - 3 under LTFF scheme 18.27 (b) 8,998,645 8,998,645
- Term loan - 4 18.28 (a) 621,759,795 621,759,795
- Term loan - 4 under LTFF scheme 18.28 (b) 4,240,205 4,240,205
- Term loan - 5 18.29 218,431,188 -
1,365,961,260 1,231,476,088
Pak Kuwait Investment Company (Private) Limited
- Term finance 18.30 210,000,000 270,000,000
Saudi Pak Industrial and Agricultural Investment Company Limited
- Term finance 18.31 (a) 99,794,666 108,867,000
- Term finance under LTFF scheme 18.31 (b) 129,372,001 141,133,000
229,166,667 250,000,000
Pak Brunei Investment Company Limited
- Term finance under LTFF scheme 18.32 199,995,050 199,995,050
- Term finance 18.33 200,000,000 -
399,995,050 199,995,050
Pak Oman Investment Company Limited
- Term finance under LTFF scheme 18.34 99,998,000 99,998,000
Bank Al Falah
- Term finance 18.35 325,000,000 -
5,229,810,196 4,241,862,262
Fazal Weaving Mills Limited - Subsidiary Company 18.36
United Bank Limited
- Demand finance 18.37 - -
Allied Bank Limited
- Term finance 18.38 - -
MCB Bank Limited
- Term finance 18.39 - -
- -
Less:
Current portion grouped under current liabilities 837,688,363 600,073,758
4,392,121,833 3,641,788,504
121Annual Report 2013
18.1 Askari Bank Limited - TF-V
This finance has been obtained to finance permanent working capital requirement/refinancing of fixed assets. This finance was fully repaid during the current year. Originally it was repayable in 5 semi annual installments with break up of first 4 installments of Rs. 15 million each and 5th/last installments of Rs.240 million. 1st installment was due after 12 months of first draw dawn. However, as per revised terms during the year 2008, balance amount of Rs.255 million was repayable in 11 equal semi annual installments of principle amount. Before this revision in the terms, this finance carried markup at the rate of 6 months average KIBOR ask rate + 2.50% per annum with a floor of 4.25% per annum however, after revision in terms, it carried mark up at the rate of 6 months KIBOR + 1.25% per annum with a floor of 4.25% per annum. During the year markup was charged at the rates ranging from 10.63 % per annum to 13.31 % per annum (2012: from 13.27% per annum to 15.03% per annum). This finance was secured against 1st Joint Pari Passu Charge/Mortgage of Rs.723.5 million on all present and future fixed assets of the Group and personal guarantees of the sponsoring Directors of the Group.
18.2 Askari Bank Limited - TF-VI under LTF-EOP scheme
This finance has been obtained for the purpose of disbursement and retirement of letters of credit of Meezan Bank Limited opened for import of Caterpillar Gas Generator set. During the year 2008 this finance was approved and refinanced by the State Bank of Pakistan under LTF-EOP scheme. This finance is repayable in 12 half yearly installments commencing from July 10, 2008 after a grace period of one year. However, during the year 2009, SBP has allowed grace period of one year starting from January 01, 2009 to December 31, 2009 and accordingly last installment is due on January 26, 2015 . This finance carried mark up at the rate of 6 months KIBOR + 2.50% per annum before refinancing by SBP under LTF-EOP scheme, however, after approval and refinancing by SBP under LTF-EOP. It carries mark up at the rate of SBP rate + 2.00% per annum. During the year mark up was charged at the rate of 7.00% per annum (2012: 7.00% per annum). It is secured against the security as stated in note 18.1.
18.3 Askari Bank Limited - TF under LTF-EOP scheme
This finance has been disbursed during the year 2008 for the purpose of retirement of letter of credit opened for import of Caterpillar Gas Generator sets. This finance was approved and refinanced by the State Bank of Pakistan under LTF-EOP scheme. This finance is repayable in 12 half yearly equal installments of principle amount commencing after a grace period of one year. However, during the year 2009 SBP has allowed grace period of one year starting from January 01, 2009 to December 31, 2009 and accordingly last installment is due on 08 June 2016. It carries mark up at the rate of SBP rate + 2.00% per annum. During the year mark up was charged at the rate of 7.00% per annum (2012: 7.00% per annum.). It is secured against the security as stated in note 18.1.
18.4 (a) Askari Bank Limited - TF-VII
This finance has been obtained for the purpose of retirement of letters of credit opened for import of textile machinery. It is repayable within a period of eight years including two years grace period in 12 half yearly equal installments of principal amount. This finance carries markup at the rate of 6 months KIBOR + 1.25% per annum with floor of 4.25% per annum. During the year markup was charged at the rates ranging from 10.63 % per annum to 13.31 % per annum (2012: from 13.27% per annum to 15.05% per annum). It is secured against the security as stated in note 18.1.
18.4 (b) Askari Bank Limited - TF-VII under LTFF scheme
During the year 2010, an amount of Rs.15.4 million out of term finance VII of Askari Bank Limited was approved and refinanced by the State Bank of Pakistan under LTFF scheme against imported textile machinery eligible under the scheme. This finance is repayable in 12 equal installments of principal amount. Last installment is falling due on 30 September 2016. This finance carries mark up at the rate of SBP rate + 3.00 % per annum. During the year mark up was charged at the rate of 10.50% per annum (2012: 10.50% per annum) . It is secured against the security as sated in note 18.1.
122 Fazal Cloth Mills Limited
18.5 (a) Askari Bank Limited - TF-VIII
This finance has been obtained during the year 2010 for the purpose of retirement of letters of credit opened for import of textile machinery. It is repayable within a period of eight years including two years grace period in 12 half yearly equal installments of principal amount. Last installment is falling due on 23 December 2017. This finance carries markup at the rate of 6 months KIBOR + 2.00% per annum. During the year markup was charged at the rates ranging from 11.38% per annum to 14.06 % per annum (2012: from 14.02% per annum to 15.03% per annum) . It is secured against the security as stated in note 18.1.
18.5 (b) Askari Bank Limited - TF-VIII under LTFF scheme
During year 2011 an amount of Rs. 19.2 million and during the year 2010, an amount of Rs.32.7 million, out of term finance VIII of Askari Bank Limited were approved and refinanced by the State Bank of Pakistan under LTFF scheme against imported textile machinery eligible under the scheme. This finance is repayable in 12 equal installments of principal amount. Last installment is falling due on 23 December 2017. This finance carries mark up at the rate of SBP rate + 3.00 % per annum. During the year mark up was charged at the rate of 10.50% per annum (2012: 10.50% per annum). It is secured against the security as stated in note 18.1.
18.6 Soneri Bank Limited - TF
During the year 2009, a term finance amounting to Rs.82 million was obtained for BMR projects and retirement of letters of credit. It is repayable within a period of 6 years including one year grace period in 10 equal semi annual installments of principal amount. It carries mark up at the rate of 6 months KIBOR + 1.25% per annum. During the year mark up was charged at the rates ranging from 10.61 % per annum to 13.25 % per annum (2012: from 13.20% per annum to 15.05% per annum). It is secured against 1st Joint Pari Passu charge/mortgage of Rs. 834 million over all present and future fixed assets of the Group and personal guarantees of the sponsoring Directors of the Group.
18.7 Soneri Bank Limited - TF
During the year 2012, a term finance amounting to Rs.50 million was obtained from Soneri Bank Limited for ongoing BMR projects. It is repayable within the period of six years inclusive of one & half year grace period in 9 semi annual equal installments of principal amount. It carries mark up at the rate of 6 months KIBOR + 2.00% per annum. During the year mark up was charged at the rates ranging from 11.36% per annum to 14.00% per annum (2012: 13.95% per annum). It is secured against the security as stated in note 18.6.
18.8 Soneri Bank Limited - TF
During the current year, a term finance of Rs.149.9 million has been obtained from Soneri Bank Limited to finance the retirement of letter of credit opened for import of textile machinery. Limit of this term finance was Rs.150 million. It is repayable within the period of seven years inclusive of two years grace period in ten half yearly equal installments of principal amount. It carries mark up at the rate of 6 months KIBOR + 1.75% per annum. During the year mark up was charged at the rates ranging from 11.10% per annum to 11.24% per annum. It is secured against the security as stated in note 18.6.
18.9 Soneri Bank Limited - TF
During the current year, a term finance of Rs.350 million has been obtained from Soneri Bank Limited for BMR projects. Limit of this term finance was Rs.350 million. It is repayable within the period of seven years inclusive of two years grace period in ten half yearly equal installments of principal amount. It carries mark up at the rate of 6 months KIBOR + 1.75% per annum. During the year mark up was charged at the rates ranging from 11.11% per annum to 12.28% per annum. It is secured against the security as stated in note 18.6.
123Annual Report 2013
18.10 Faysal Bank Limited - TF
This finance was obtained during the year 2009 to finance the import of textile machinery and existing fixed assets. It is repayable within a period of 6 years including two years grace period in 8 equal semi annual installments of principal amount. It carries mark up at the rate of 6 months KIBOR + 2.50% per annum. During the year mark up was charged at the rates ranging from 11.90% per annum to 14.53% per annum (2012: from 14.48% per annum to 16.29% per annum). It is secured against 1st Joint Pari Passu charge/mortgage of Rs.1,269 million over all present and future fixed assets of the Group and personal guarantees of the sponsoring Directors.
18.11 Faysal Bank Limited - TF
This finance was obtained during the year 2012 for the purpose of partially financing the additional cost of ongoing expansions and BMR projects. It is repayable within the period of seven years inclusive of two years grace period in 10 semi annual equal installments of principal amount. It carries mark up at the rate of 6 months KIBOR + 2.25% per annum. During the year mark up was charged at the rates ranging from 11.60% per annum to 14.24% per annum (2012: from 14.42% per annum to 16.30% per annum). This finance is secured against security as stated in note 18.10
18.12 (a) Faysal Bank Limited - TF
During the year 2012, a term finance /ltff amounting to Rs.350 million was obtained from Faysal Bank Limited for retirement of letters of credits opened for imported plant and machinery. Sanctioned limit of this finance was Rs.350 million. It is repayable within the period of seven years inclusive of two years grace period in 10 semi annual equal installments of principal amount. It carries mark up at the rate of 6 months KIBOR + 2.25% per annum. During the year mark up was charged at the rates ranging from 12.01% per annum to 14.50% per annum (2012: from 14.48% per annum to 15.46% per annum). This finance is secured against the security as stated in note 18.10.
18.12 (b) Faysal Bank Limited - Term Finance under LTFF scheme
During the year 2012, an amount of Rs.112.4 million out of term finance of Rs.350 million of Faysal Bank Limited were approved and refinanced by the State Bank of Pakistan under ltff scheme against imported textile machinery eligible under the scheme. This finance is repayable in 10 equal installments of principal amount after grace period of two years. This finance carries mark up at the rate of SBP rate + 3.00 % per annum. During the year mark up was charged at the rate of 12.70% per annum (2012: 12.70% per annum). It is secured against the security as stated in note 18.10.
18.13 Faysal Bank Limited - TF
During the current year, a term finance of Rs.200 million has been obtained from Faysal Bank Limited to finance the retirement of letter of credit opened for import of textile machinery. Limit of this term finance was Rs.200 million. It is repayable within the period of seven years inclusive of two years grace period in ten half yearly equal installments of principal amount. It carries mark up at the rate of 6 months KIBOR + 2.00% per annum. During the year mark up was charged at the rates ranging from 11.35% per annum to 11.50% per annum. It is secured against the security as stated in note 18.10.
18.14 (a) Habib Bank Limited - DF
This finance has been disbursed for the purpose of retirement of letters of credit and swap of other expensive term finances. This finance is repayable with in seven years inclusive of one year grace period in 12 half yearly equal installments of principal amount. It carries mark up at the rate of 6 months KIBOR + spreads of 1.00% per annum for first year, 1.25% per annum for second year and 1.50% per annum from third year to onward. During the year mark up was charged at the rates ranging from 10.99% per annum to 13.52% per annum (2012: from 13.42% per annum to 15.08% per annum). It is secured against 1st Joint Pari Passu charge/mortgage of Rs.694 million on all present and
124 Fazal Cloth Mills Limited
future fixed assets of the Group and personal guarantees of the sponsoring Directors of the Group. During the year 2009 an amount of Rs.0.92 million and year 2008 an amount of Rs.33.6 million out of this finance were refinanced by the State Bank of Pakistan under LTF-EOP scheme and accordingly transferred to DF under LTF-EOP of Habib Bank Limited as stated in note 18.14(b).
18.14 (b) Habib Bank Limited - DF under LTF-EOP scheme
During the year 2009 an amounts of Rs.0.92 million and year 2008 an amount of Rs. 33.68 million out of demand finance of Habib Bank Limited were approved and refinanced by the State Bank of Pakistan under LTF-EOP scheme against the imported textile machinery. This finance is repayable in 12 equal half yearly installments of principle amount. However, during the year 2009, SBP has allowed grace period of one year starting from 01 January 2009 to 31 December 2009 and accordingly last installment is due on 19 November 2015. This finance carries mark up at the rate of SBP rate + 2.00% per annum. During the year mark up was charged at the rate of 7% per annum (2012: 7.00% per annum). This finance is secured against the security as stated in note 18.14(a).
18.15 National Bank of Pakistan - DF-IV
This finance has been obtained during the year 2010 for the purpose of re-profiling of balance sheet to ease out cash flow burdens owing to repayments of long term loans. It is repayable within a period of six years including one year grace period in 10 half yearly equal installments of principal amount. Last installment is falling due on 16 March 2016. This finance carries markup at the rate of 6 months KIBOR + 2.00% per annum. During the year markup was charged at the rates ranging from 11.38% per annum to 14.06% per annum (2012: from 13.97% per annum to 15.78% per annum). It is secured against 1st Joint Pari Passu charge/mortgage of Rs.1,400 million on all present and future fixed assets of the Group and personal guarantees of the sponsoring Directors of the Group.
18.16 (a) National Bank of Pakistan - DF III
During the year 2012, a demand finance amounting to Rs.147.7 million was obtained from National Bank of Pakistan for retirement of 720 days letters of credits opened for imported plant and machinery. Sanctioned limit of this finance was Rs.147.7 million. It is repayable within the period of five years without grace in 10 semi annual equal installments of principal amount. It carries mark up at the rate of 6 months KIBOR + 2.00% per annum. During the year mark up was charged at the rates ranging from 11.38% per annum to 14.06% per annum (2012: from 13.93% per annum to 14.02% per annum). This finance is secured against the security as stated in note 18.15.
18.16 (b) National Bank of Pakistan - DF III under LTFF scheme
During year 2012, an amount of Rs.45.8 million out of demand finance III of National Bank of Pakistan were approved and refinanced by the State Bank of Pakistan under LTFF scheme against imported textile machinery eligible under the scheme. This finance is repayable in 10 equal installments of principal amount. This finance carries mark up at the rate of SBP rate + 3.00 % per annum. During the year mark up was charged at the rate of 12.60% per annum (2012: 12.60% per annum). It is secured against the security as stated in note 18.15.
18.17 (a) National Bank of Pakistan - DF VI
This finance amounting to Rs.270 million has been obtained from National Bank of Pakistan for retirement of letters of credits opened for imported plant and machinery. Sanctioned limit of this finance was Rs.270 million. It is repayable within the period of six years inclusive of one year grace period in 10 semi annual equal installments of principal amount. It carries mark up at the rate of 6 months KIBOR + 2.00% per annum. During the year mark up was charged at the rates ranging from 11.88% per annum to 14.56% per annum (2012: 14.50% per annum). This finance is secured against the security as stated in note 18.15.
125Annual Report 2013
18.17 (b) National Bank of Pakistan - DF VI under LTFF scheme
During current year, an amount of Rs.62.8 million out of demand finance VI of National Bank of Pakistan were approved and refinanced by the State Bank of Pakistan under LTFF scheme against imported textile machinery eligible under the scheme. This finance is repayable in 10 equal installments of principal amount. This finance carries mark up at the rate of SBP rate + 3.00 % pa. During the year mark up was charged at the rate of 11.20% per annum. It is secured against the security as stated in note 18.15.
18.18 United Bank Limited - DF-IB
This finance has been obtained for retirement of import documents of plant and machinery . It is repayable in 10 bi-annual installments of principal amount commencing from 31 March 2009 after grace period of 2 years. Originally it carried markup at the rate of 6 months KIBOR Ask Rate + 2.00% per annum. During the year 2008, pricing was reduced to 3 months KIBOR Ask rate + 1.00% per annum. However, during the year 2009, spread was revised to1.50 % per annum. During the year markup was charged at the rates ranging from 10.81% per annum to 13.49% per annum (2012: from 13.41% per annum to 15.04% per annum). It is secured against 1st Joint Pari Passu charge/mortgage of Rs.911.5 million on all present and future fixed assets of the Group and personal guarantees of the sponsoring Directors of the Group.
18.19 United Bank Limited - DF-IC
This finance has been obtained for the purpose of incurring capital expenditures. It is repayable in 10 bi-annual installments of principal amount commencing from 30 September 2009 after grace period of 2 years. Originally it carried markup at the rate of 6 months KIBOR Ask Rate + 2.25% per annum. During the year 2008, pricing was reduced to 3 months KIBOR Ask rate + 1.50% per annum. During the year markup was charged at the rates ranging from 10.81% per annum to 13.49% per annum (2012: from 13.41% per annum to 15.04% per annum). It is secured against the security as stated in note 18.18.
18.20 (a) United Bank Limited - DF-II
This finance has been obtained for retirement of import documents of plant and machinery. It is repayable in 12 equal semi-annual installments of principal amount with no grace period. Originally it carried markup at the rate of 6 months KIBOR Ask Rate + 2.00% per annum. During the year 2008, pricing was reduced to 3 months KIBOR Ask rate + 1.00% per annum. However, during the year 2009, spread was revised to 1.50% per annum. During the year markup was charged at the rates ranging from 10.81% per annum to 13.49% per annum (2012: from 13.41% per annum to 15.04% per annum). It is secured against the security as stated in note 18.18. During the year 2008, an amount of Rs.30.2 million out of this finance was refinanced by the State Bank of Pakistan under LTF-EOP scheme and accordingly transferred to Demand Finance under LTF-EOP of United Bank Limited as stated in note 18.20(b).
18.20 (b) United Bank Limited - DF under LTF-EOP scheme
During the year 2008, an amount of Rs.30.2 million out of demand finance II of United Bank Limited was approved and refinanced by the State Bank of Pakistan under LTF-EOP scheme against the imported textile machinery eligible under the scheme. It is repayable in 12 equal semi annual installments of principal amount. However, during the year 2009, SBP has allowed grace period of one year starting from 01 January 2009 to 31 December 2009 and accordingly last installment is due on 31 July 2014. This finance carries mark up at the rate of SBP rate + 2.00% per annum. During the year mark up was charged at the rate of 7.00% per annum (2012: 7.00% per annum). This finance is secured against the security as stated in note 18.18.
18.21 United Bank Limited - DF-III under LTF-EOP scheme
During the year 2007, an amount of Rs.23.1 million out of demand finance I B of United Bank Limited was approved and refinanced by the State Bank of Pakistan under LTF-EOP scheme against the imported textile machinery eligible
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under the scheme. It is repayable in 10 equal semi annual installments of principal amount. However, during the year 2009, SBP has allowed one year grace period starting from 01 January 2009 to 31 December 2009 and accordingly last installment is due on 20 July 2013. This finance carries mark up at the rate of SBP rate + 2.00% per annum. During the year mark up was charged at the rate of 7.00% per annum (2012: 7.00% per annum). This finance is secured against the security as stated in note 18.18.
18.22 United Bank Limited - DF-IV under LTF-EOP scheme
This finance was obtained under LTF-EOP scheme of SBP for swap of an amount of Rs.50 million out of outstanding Diminishing Muskarika Finance of Meezan Bank Limited. This finance was approved and refinanced by the State Bank of Pakistan under LTF-EOP scheme against the eligible textile machinery imported through Meezan Bank Limited. It is repayable in 24 equal quarterly installments of principal amount . However, during the year 2009, SBP has allowed grace period of one year starting from 01 January 2009 to 31 December 2009 and accordingly last installment is due on 10 October 2013. This finance carries mark up at the rate of SBP rate + 2.00% per annum. During the year mark up was charged at the rate of 7.00% per annum (2012: 7.00% per annum). It is secured against the security as stated in note 18.18.
18.23 MCB Bank Limited - DF under LTF-EOP scheme
During the year 2007, an amount of Rs.26.9 million out of demand finance of MCB Bank Limited was approved and refinanced by the State Bank of Pakistan under LTF-EOP scheme against the imported textile machinery eligible under the scheme. It was repayable in 11 equal semi annual installments of principal amount. However, during the year 2009, SBP has allowed grace period of one year starting from 01 January 2009 to 31 December 2009 and accordingly last installment is due on 19 February 2013. This finance was fully repaid during the current year. This finance carried mark up at the rate of SBP rate + 2.00% per annum. During the year mark up was charged at the rate of 7.00% per annum (2012: 7.00% per annum). This finance is secured against 1st Joint Pari Passu charge/mortgage of Rs.949 million on all present and future fixed assets of the Group and personal guarantees of the sponsoring Directors of the Group.
18.24 MCB Bank Limited - Demand Finance under LTFF scheme
During the current year a demand finance /LTFF amounting to Rs.349.9 million has been obtained from MCB Bank Limited for retirement of letters of credits opened for imported plant and machinery. Sanctioned limit of this finance was Rs.350 million. It is repayable within the period of seven years inclusive of one year grace period in 12 semi annual equal installments of principal amount. Entire amount was refinanced by the State Bank of Pakistan under LTFF scheme as entire imported machinery was qualified under LTFF scheme. It carries mark up at the rate of SBP rate + 3% per annum. During the year mark up was charged at the rate of 12.70% per annum (2012: 12.70 per annum). This finance is secured against the security as stated in note 18.23.
18.25 (a) Allied Bank Limited - DF
This finance has been obtained for retirement of letters of credit opened for import of plant and machinery. It is repayable with in a period of seven years including one year grace period in 12 equal bi-annual installments of principal amount. Last installment is falling due on 04 July 2014. Originally it carried markup at the rate of 6 months KIBOR + 2.50% per annum. During the year 2008, pricing was reduced to 6 months KIBOR + 1.50% per annum. During the year markup was charged at the rates ranging from 10.88% per annum to 13.56% per annum (2012: from 13.52% per annum to 15.28% per annum). It is secured against 1st Joint Pari Passu charge/mortgage of Rs.2,640 million on all present and future fixed assets of the Group and personal guarantees of the sponsoring Directors of the Group. During the year 2009 an amount of Rs. 1.2 million and year 2008 an amount of Rs.28.1 million out of this finance were refinanced by the State Bank of Pakistan under LTF-EOP scheme and accordingly transferred to demand finance under LTF-EOP of Allied Bank Limited as stated in note 18.25(b).
127Annual Report 2013
18.25 (b) Allied Bank Limited - DF under LTF-EOP scheme
During the year 2009 an amount of Rs.1.2 million and year 2008 an amount of Rs.28.1 million out of demand finance of Allied Bank Limited were approved and refinanced by the State Bank of Pakistan under LTF-EOP scheme against the imported textile machinery eligible under the scheme. It is repayable in 12 equal semi annual installments of principle amount commencing from 13 November 2009 after a grace period of one year. However, during the year 2009, SBP has allowed one year grace period starting from 01 January 2009 to 31 December 2009 and accordingly last installment is due on 16 May 2016. This finance carries mark up at the rate of SBP rate + 2.00% per annum. During the year mark up was charged at the rate of 7.00% per annum (2012: 7.00% per annum). This finance is secured against the security as stated in note 18.25(a).
18.25 (c) Allied Bank Limited - DF under LTFF scheme
During the year 2010, an amount of Rs.2.2 million out of demand finance of Allied Bank Limited was approved and refinanced by the State Bank of Pakistan under LTFF scheme against imported textile machinery eligible under the scheme. This finance is repayable in remaining 10 equal installments of principal amount. Last installment is falling due on 04 July 2014. This finance carries mark up at the rate of SBP rate + 2.50 % per annum. During the year mark up was charged at the rate of 9.00% per annum (2012: 9.00% per annum). It is secured against the security as stated in note 18.25(a).
18.26 (a) Allied Bank Limited - TL-2
This finance was obtained during the year 2012 and year 2010 for the purpose of retirement of letters of credit opened for import of textile machinery. It is repayable within a period of seven years including two years grace period in 10 half yearly equal installments of principal amount. Last installment is falling due on 13 December 2017. This finance carries markup at the rate of 6 months KIBOR + 2.15% per annum. During the year markup was charged at the rates ranging from 11.53% per annum to 14.21% per annum (2012: from 14.17% per annum to 15.93% per annum). It is secured against the security as stated in note 18.25(a).
18.26 (b) Allied Bank Limited - TL-2 under LTFF scheme
During year 2012 an amount of Rs.79.4 million and during 2010 an amount of Rs.24.8 million out of Term Loan-2 of Allied Bank Limited were approved and refinanced by the State Bank of Pakistan under LTFF scheme against imported textile machinery eligible under the scheme. This finance is repayable in 10 equal installments of principal amount. Last installment is falling due on 13 December 2017. This finance carries mark up at the rate of SBP rate + 3.00 % per annum. During the year mark up was charged at the rates ranging from 10.25% per annum to 11.20% per annum (2012: from 10.25% per annum to 11.20% per annum). It is secured against the security as stated in note 18.25(a).
18.27 (a) Allied Bank Limited - TL-3
This finance amounting to Rs.248.7 million has been obtained during the year 2011 for the purpose of retirement of letters of credit opened for import of textile machinery. It is repayable within a period of seven years inclusive of grace period of two years in 10 half yearly equal installments of principal amount. Last installment is falling due on 23 November 2017. This finance carries markup at the rate of 6 months KIBOR + 2.15% per annum. During the year markup was charged at the rates ranging from 11.53% per annum to 14.21% per annum (2012: from 14.17% per annum to 15.93% per annum). It is secured against the security as stated in note 18.25(a).
18.27 (b) Allied Bank Limited - TL-3 under LTFF scheme
During the year 2011 an amount of Rs.8.99 million out of Term Loan-3 of Allied Bank Limited were approved and refinanced by the State Bank of Pakistan under LTFF scheme against imported textile machinery eligible under the scheme. This finance is repayable in 10 equal installments of principal amount after grace period of two years. Last installment is falling due on 23 November 2017. This finance carries mark up at the rate of SBP rate + 3.00% per
128 Fazal Cloth Mills Limited
annum. During the year mark up was charged at the rate of 11.20% per annum (2012: 11.20% per annum). It is secured against the security as stated in note 18.25(a).
18.28 (a) Allied Bank Limited - Term Loan 4
During the year 2012, a term finance amounting to Rs.626 million has been obtained from Allied Bank Limited for retirement of letters of credits opened for imported plant and machinery. Sanctioned limit of this finance was Rs.626 million. It is repayable within the period of seven years inclusive of two years grace period in 10 semi annual equal installments of principal amount. It carries mark up at the rate of 6 months KIBOR + 2.50% per annum .During the year mark up was charged at the rates ranging from 11.88% per annum to 14.56% per annum (2012: from 14.52% per annum to 16.30% per annum). This finance is secured against the security as stated in note 18.25(a).
18.28 (b) Allied Bank Limited - Term Loan 4 under LTFF scheme
During the year 2012, an amount of Rs.4.24 million out of term finance 4 of Allied Bank Limited was approved and refinanced by the State Bank of Pakistan under LTFF scheme against imported textile machinery eligible under the scheme. This finance is repayable in 10 equal installments of principal amount. This finance carries mark up at the rate of SBP rate + 3.00 % per annum. During the year mark up was charged at the rate of 12.70% per annum (2012: 12.70 % per annum). It is secured against the security as stated in note 18.25(a).
18.29 Allied Bank Limited - Term Loan 5
During the current year, a term finance of Rs.218.4 million has been obtained from Allied Bank Limited to finance the retirement of Letter of Credit opened for import of textile machinery. Limit of this term finance was Rs.230 million. It is repayable within the period of eight years, from the date of disbursement of 50% of this facility, inclusive of two years grace period in twelve half yearly equal installments of principal amount. It carries mark up at the rate of 6 months KIBOR + 1.75% per annum. During the year mark up was charged at the rate of 11.10% per annum. It is secured against the security as stated in note 18.25(a).
18.30 Pak Kuwait Investment Group (Private) Limited - TF
This finance amounting to Rs.300 million has been obtained during the year 2011 from Pak Kuwait Investment Group (Private) Limited to finance the capital expenditures of the Group's capacity expansion. It is repayable within a period of six years inclusive of grace period of one year in 10 half yearly equal installments of principal amount. Last installment is falling due on 28 October 2016. This finance carries markup at the rate of 6 months KIBOR + 2.45% per annum. During the last year mark up pricing was reduced to 6 months KIBOR + 2.25% per annum. During the year markup was charged at the rates ranging from 11.85% per annum to 14.27% per annum (2012: from 14.27% per annum to 16.14% per annum). It is secured against the security of 1st Joint Pari Passu charge/mortgage of Rs.400 million on all present and future fixed assets of the Group and personal guarantees of the sponsoring Directors of the Group.
18.31 (a) Saudi Pak Industrial and Agricultural Investment Group Limited - TF
This finance has been obtained from Saudi Pak Industrial and Agricultural Investment Group Limited for the purpose of retirement of letters of credit opened for import of plant and machinery. Sanctioned amount of this facility is Rs.250 million. It is repayable within a period of eight years inclusive of grace period of two years in 12 half yearly equal installments of principal amount. Last installment is falling due on November 03, 2018. This finance carries markup at the rate of 6 months KIBOR + 2.75% per annum. During the year markup was charged at the rates ranging from 11.20% per annum to 14.76% per annum (2012: from 14.65% per annum to 16.42% per annum). It is secured against the security of 1st Joint Pari Passu charge/mortgage of Rs.575 million on all present and future fixed assets of the Group and personal guarantees of the sponsoring Directors of the Group.
129Annual Report 2013
18.31 (b) Saudi Pak Industrial and Agricultural Investment Group Limited-TF under LTFF scheme
During the year 2012, an amount of Rs.133.1 million and year 2010 an amount of Rs. 8 million out of Term Finance of Saudi Pak Industrial and Agricultural Investment Group Limited was approved and refinanced by the State Bank of Pakistan under LTFF scheme against imported textile machinery eligible under the scheme. This finance is repayable in 12 equal installments of principal amount after grace period of two years. Last installment is falling due on November 03, 2018. This finance carries mark up at the rate of SBP rate + 3.00 % per annum. During the year mark up was charged at the rates ranging from 11.20% per annum to 12.70% per annum (2012: from 11.20 % per annum to 12.70% per annum). It is secured against the security as sated in note 18.31(a).
18.32 Pak Brunei Investment Group Limited - Term Finance under LTFF scheme
During the year 2012, a term finance / LTFF amounting to Rs.199.9 million has been obtained from Pak Brunei Investment Group Limited for retirement of letters of credits opened for imported plant and machinery. Sanctioned limit of this finance is Rs.200 million. It is repayable within the period of eight years inclusive of two years grace period in 12 semi annual equal installments of principal amount. Entire amount was refinanced by the State Bank of Pakistan under LTFF scheme as entire imported machinery was qualified under LTFF scheme. It carries mark up at the rate of SBP rate + 3% per annum. During the year mark up was charged at the rate of 12.70% per annum (2012: 12.70% per annum). This finance is secured against 1st Joint Pari Passu Charge/mortgage of Rs 534 million on all present and future fixed assets of the Group and personal guarantees of the sponsoring Directors.
18.33 Pak Brunei Investment Group Limited - Term Finance
During the current year, a term finance amounting to Rs.200 million has been obtained from Pak Brunei Investment Group Limited to enable the Group to re-profile its balance sheet. It is repayable within the period of five years inclusive of one year grace period in eight half yearly equal installments of principal amount. It carries mark up at the rate of 6 months KIBOR + 2.00% per annum. During the year mark up was charged at the rates ranging from 11.55% to 12.43% per annum. It is secured against the security as stated in 18.32.
18.34 Pak Oman Investment Group Limited - Term Finance under LTFF scheme
During the year 2012, a term finance / LTFF amounting to Rs.100 million has been obtained from Pak Oman Investment Group Limited for retirement of letters of credits opened for imported plant and machinery. It is repayable within the period of seven years inclusive of two years grace period in 20 quarterly equal installments of principal amount. Entire amount was refinanced by the State Bank of Pakistan under LTFF scheme as entire imported machinery was qualified under LTFF scheme. It carries mark up at the rate of SBP rate + 3% per annum. During the year mark up was charged at the rate of 12.70% per annum (2012: 12.70% per annum). This finance is secured against 1st Joint Pari Passu Charge/mortgage of Rs.134 million on all present and future fixed assets of the Group and personal guarantees of the sponsoring Directors.
18.35 Bank Al Falah - Term Finance
During the current year, a term finance amounting to Rs. 325 Million has been obtained from Bank Alfalah Limited to pay-off earlier obtained expensive debt / current portion of long term debt and to even out cash flows during payment tenor of long term loans presently appearing. Limit of this term finance was Rs.325 million. It is repayable within the period of seven years inclusive of two years grace period in 10 half yearly equal installments of principal amount. It carries mark up at the rate of 6 months KIBOR + 1.75% per annum. During the year mark up was charged at the rates ranging from 11.11% to 11.51% per annum. This finance is secured against 1st Joint Pari Passu Charge/mortgage of Rs.434 million on all present and future fixed assets of the Group and personal guarantees of the sponsoring Directors.
18.36 None of the loans were disbursed as at 30 June 2013. The detail of outstanding facilities is given in note 18.37, 18.38 & 18.39.
130 Fazal Cloth Mills Limited
18.37 United Bank Limited - Non Interest Demand Finance
The amount of Rs. 400 million has been approved to finance the textile machinery/parts/generators and for retirement of letter of credits opened with the bank for expansion/BMR at mill. The term of finance is 7 years including one year of grace period and is repayable in 12 equal half yearly installments. First installment will be due after grace period of 6 months i.e. 1 year from the date of first drawdown. It carries mark up at the rate of 6 months KIBOR+1% p.a. It will be secured against 1st Joint Pari Passu Charge of Rs.534 million over the fixed assets of the Group, personal guarantees of sponsoring Directors and corporate guarantee of Fazal Cloth Mills Limited.
18.38 Allied Bank Limited - Term Finance
This amount of Rs. 700 million has been approved for establishing spinning unit of the Group and retiring letter of credits opened with the bank for import of plant and machinery. The term of finance is 8 years including two years grace period and is repayable in 12 equal half yearly installments. It carries mark up at the rate of 6 month KIBOR + 1.05% p.a. It will be secured against 1st Joint Parri Passu charge over fixed assets of the Group for Rs.934 million, personal guarantees of sponsoring Directors and corporate guarantee of Fazal Cloth Mills Limited.
18.39 MCB Bank Limited - Term Finance
The amount of Rs. 550 million has been approved to partially participate in setting up of new spinning unit along with back process and allied machinery imported through the bank. The term of the finance is 8 years including two years grace period and is repayable in 12 equal half yearly installments. It will carry mark up at the rate of 6 months KIBOR+1.25% p.a. It will be secured against 1st Joint Pari Passu Charge of Rs. 734 million created by way of hypothecation charge over all present and future fixed assets, personal guarantees of sponsoring Directors, corporate guarantee of Fazal Cloth Mills Limited.
2013 2012
Rupees Rupees
19 Long term musharika
- Secured
Fazal Cloth Mills Limited - Holding Company
Meezan Bank Limited
- Diminishing musharika - I 19.1 - 23,755,451
- Diminishing musharika - II 19.2 225,000,000 250,000,000
- Diminishing musharika - III 19.3 150,000,000 -
375,000,000 273,755,451
Fazal Weaving Mills Limited -
Subsidiary Company 19.4 - -
Less: Current portion grouped under current liabilities 50,000,000 48,755,451
325,000,000 225,000,000
19.1 Meezan Bank Limited - Diminishing Musharika - I
Diminishing Musharika-I finance was obtained from Meezan Bank Limited for repayment of cost of imported plant and machinery. This finance has been fully repaid during the current year. It carried mark up for first 5 years (4 years plus 1 year grace period) at the rate of 6 months KIBOR + 1.25% per annum and for the remaining period of three years at the rate of 6 months KIBOR + 1.50% per annum. During the year, the bank has charged mark up at the rate of 13.50% per annum (2012: from 13.46% per annum to 15.25% per annum). It was repayable in twenty eight equal quarterly installments from the date of disbursement after one year grace period, however, during the year 2007, due to prepayment, a grace of seven quarterly installments was allowed by the bank and accordingly remaining balance of Rs.201.9 million was repayable in 17
131Annual Report 2013
equal quarterly installments over the original tenor. This finance was secured against exclusive charge of Rs.270 million over machinery imported through Meezan Bank Limited and personal guarantees of the sponsoring Directors of the Group.
19.2 Meezan Bank Limited - Diminishing Musharika - II
Diminishing Musharika-II finance amounting to Rs.250 million has been obtained during the year 2011 from Meezan Bank Limited for repayment of cost of imported plant and machinery. It carries mark up at the rate of 6 months KIBOR + 2.00% per annum. During the year, bank has charged mark up at the rates ranging from 11.51% per annum to 14.01% per annum (2012: from 13.93% per annum to 14.01% per annum). It is repayable within seven years inclusive of two years grace period in ten equal half yearly installments of principal amount . This finance is secured against exclusive charge of Rs.334 million over machinery imported through Meezan Bank Limited and personal guarantees of the sponsoring Directors of the Group.
19.3 Meezan Bank Limited - Diminishing Musharika - III
During the current year, a Diminishing Musharika finance of Rs.150 million has been obtained from Meezan Bank Limited to finance the retirement of LCs opened for import of textile machinery. It is repayable within the period of seven years inclusive of two years grace period in ten half yearly equal installments of principal amount. It carries mark up at the rate of 6 months KIBOR + 1.75% per annum. During the year mark up was charged at the rate of 11.08% per annum. This finance is secured against exclusive charge of Rs.200 million over machinery imported through Meezan Bank Limited and personal guarantees of the sponsoring Directors of the Group.
19.4 Meezan Bank Limited - Diminishing Musharika
The loan was not disbursed as at 30 June 2013. The detail of outstanding facility is as follows:
Diminishing Musharika amounting to Rs. 300 million has been approved to purchase imported textile spinning machinery. The term of finance is 8 years including two year grace period and is repayable in equal 12 half yearly installments. It will carry markup at the rate of 6 months KIBOR+ 1.25% p.a. with floor and cap of 10% and 20% respectively. It will be secured against 1st Joint Parri Passu charge of Rs. 400 million over fixed assets of the Group, personal guarantees of sponsoring Directors and corporate guarantee of Fazal Cloth Mills Limited.
2013 2012
Note Rupees Rupees
20 Deferred liabilities
Staff gratuity 20.1 99,907,603 85,596,865
Deferred taxation 20.2 1,687,387,849 1,488,732,651
1,787,295,452 1,574,329,516
20.1 Staff gratuity
The latest actuarial valuation of the Group's defined benefit plan, were conducted at 30 June 2013 using projected unit credit method. Detail of obligation for defined benefit plan is as follows:
The amounts recognized in the balance sheet area as follows:
Present value of defined benefit obligation 130,453,221 84,624,574
Unrecognized actuarial (loss)/gain (30,545,618) 972,291
Net liability at end of the year 99,907,603 85,596,865
Net liability at beginning of the year 85,596,865 71,445,903
Charge for the year 39,740,889 37,521,467
Benefits paid during the year (25,430,151) (23,370,505)
Net liability at end of the year 99,907,603 85,596,865
132 Fazal Cloth Mills Limited
2013 2012
Rupees Rupees
Movement in the present value of defined benefit obligation is as follows:
Present value of defined benefit obligation at beginning of the year 84,624,574 74,080,961
Current service cost 28,739,694 27,150,132
Interest cost 11,001,195 10,371,335
Benefits paid (25,430,151) (23,370,505)
Actuarial loss/(gain) 31,517,909 (3,607,349)
Present value of defined benefit obligation at end of the year 130,453,221 84,624,574
Actuarial assumptions:
The following are the principal actuarial assumptions at 30 June 2013:
2013 2012
Discount rate 10.5% 13.0%
Expected rate of growth per annum in future salaries 9.5% 12.0%
Average expected remaining working life time of employees 10 years 10 years
Expected mortality rate EFU (61-66) EFU (61-66)
Historical Information:
Comparison of present value of defined benefit obligation and unrecognized actuarial gain/(loss) for five years is as follows:
2013 2012 2011 2010 2009
--------------------------------------- (Rupees) ---------------------------------------
Present value of defined benefit
obligation 130,453,221 84,624,574 74,080,961 60,093,491 48,846,341
Unrecognized actuarial gain/(loss) (30,545,618) 972,291 (2,635,058) (4,036,688) (364,743)
20.1.1 The Group's policy with regard to actuarial gains/losses is to follow the “minimum 10% corridor” recommended approach under IAS 19 (Employee Benefits).
2013 2012
Rupees Rupees
20.2 Deferred taxation
This comprises of the following:
Deferred tax liability on taxable temporary differences:
Surplus on revaluation of operating assets 647,381,578 697,913,703
Tax on specie dividend 62,994,031 57,835,909
Tax depreciation allowance 997,699,124 750,636,015
Deferred tax asset on deductible temporary differences:
Provision for gratuity (20,326,704) (17,295,275)
Provision for slow moving items (360,180) (357,701)
1,687,387,849 1,488,732,651
133Annual Report 2013
2013 2012
Rupees Rupees
Note (Restated)
21 Trade and other payables
Trade creditors 143,724,946 98,234,492
Accrued liabilities 848,149,154 388,615,978
Advance from customers 48,723,124 43,014,242
Un-claimed dividend 19,050,466 754,726
Preference dividend payable 25,410,385 28,490,000
Payable against redemption of preference shares 15.2.1 175,000,000 -
Due to associated undertakings 21.1 59,630,329 16,276,339
Bills payable 838,319 14,624,126
Tax deducted at source 69,727 -
Custom duties (infrastructure cess) 25.2 114,899,587 84,912,156
Workers' profit participation fund 21.2 82,023,554 68,811,735
Workers' welfare fund 84,589,457 54,650,330
Due to employees 1,075,735 808,189
Others 175,000 -
1,603,359,783 799,192,313
21.1 Due to associated undertaking
Hussain Ginneries Limited 7,235,335 6,701,412
Reliance Weaving Mills Limited 525,903 1,381,441
Fatima Sugar Mills Limited 4,835 4,008
Ahmed Fine Textile Mills Limited 51,823,755 8,148,977
Pak Arab Fertilizers Limited 40,501 40,501
59,630,329 16,276,339
21.2 Workers' profit participation fund
Opening balance 68,811,735 56,534,593
Add:
Interest on amount utilized by the Holding Company 4,694,280 3,880,039
Contribution for the year 78,787,179 68,811,735
152,293,194 129,226,367
Less: Payment made during the year (70,269,640) (60,414,632)
82,023,554 68,811,735
2013 2012
Rupees Rupees
22 Accrued profit / interest / mark-up
Profit/interest/mark-up accrued on:
Long term financing 179,400,797 168,548,673
Short term borrowings 64,251,357 84,422,578
243,652,154 252,971,251
134 Fazal Cloth Mills Limited
2013 2012
Note Rupees Rupees
23 Short term borrowings
Banking Companies
Secured
Cash finance 1,630,804,137 464,636,223
Running finance 229,905,957 1,151,680,262
Finance against foreign bills / packing credit 84,116,787 32,023,908
Foreign currency export finance 609,085,065 1,176,501,590
Finance against imported merchandise 897,368,687 873,348,492
Money market loan 885,900,000 100,000,000
4,337,180,633 3,798,190,475
23.1 These facilities are obtained from various commercial banks under mark-up arrangements are aggregating to Rs. 10.5 billion (2012: Rs.7.9 billion) for working capital requirements. During the year, mark-up was charged by banks at various rates ranging from 10.07% per annum to 13.51% per annum on monthly / quarterly basis (2012: from 12.92% per annum to 15.29% per annum on monthly / quarterly basis). The aggregate facilities are secured against pledge / hypothecation of stocks-in-trade, stores and spares, charge on current assets and personal guarantees of the sponsoring directors except nominee director. Facilities which remained unutilized at year end were Rs.8.68 billion (2012: Rs.6.23 billion).
24 Current portion of non-current liabilities
Long term financing 18 837,688,363 600,073,758
Long term musharika 19 50,000,000 48,755,451
887,688,363 648,829,209
25 Contingencies and commitments
25.1 The following proceedings have been initiated by the tax authorities:
25.1.1 Amendment proceedings initiated by the Additional Commissioner Inland Revenue, under section 122(5A) of the Income Tax Ordinance, 2001 for the tax year 2009 and an income tax demand of Rs.140.6 million has been raised against the Holding Company through order dated 23 October 2012. The Holding Company has preferred appeal before the commissioner inland revenue (appeal) which has been heard and decision is awaited.
25.1.2 Holding Company's appeals against the amendment orders passed under section 122(5A) & 122(5) of the Income tax Ordinance, 2001 in respect of tax years 2004 & 2006 respectively, have been disposed of by the Commissioner Inland Revenue [CIR(A)] through its separate orders dated 30 July 2011 and a substantial relief has been extended to the Holding Company. In respect of the issues which were not favourably decided by the CIR(A), Holding Company has preferred appeals before Appellate Tribunal Inland Revenue (Tribunal), which have not yet been taken up for hearing.
25.1.3 Consequent to the amendment of deemed assessment for tax year 2007 through order passed under section 122(5) of the Ordinance by the Assistant Commissioner Inland Revenue (Audit), the Holding Company contested such order in appeal before the Commissioner Inland Revenue (Appeals) [CIR (A)] which remained successful on various accounts. The Holding Company has preferred further appeal before the Tribunal to assail the issues not decided favourably by CIR(A) and as such cross appeals in respect of tax year 2007 are pending hearing before Tribunal.
25.1.4 The issue of admissibility of 'return to preference shareholders' was disputed in the amendment proceedings for tax years 2007 and 2009 on the grounds that such payments were not classified as 'profit on debt' as claimed by the Holding
135Annual Report 2013
Company. In this respect, the Holding Company's appeal are pending at judication, considering the matter as un-precedeted in nature, ultimate outcome thereof cannot be predicted with certainty at this stage.
25.1.5 Based on the discrepancies identified through computerized risk evaluation of Sales Tax (CREST), proceeding regarding alleged non-compliance with provision of notification SROs 283(I)/2011 & 1125(I)/2011 respectively dated 01 April 2011 and 31 December 2011 were initiated against the Holding Company through notice dated 11 July 2013. While detailed submission have been filed, departmental action thereon has not been finalized.
25.1.6 Through show cause notice dated 14 November 2012, proceedings under section 182 of the Ordinance were initiated against the Holding Company for imposition of penalty, of Rs 7 million approximately, for non-payment of tax demand raised through amendment order dated 23 October 2012. Holding Company's position in the matter was duly communicated to the concerned officials on 22 November 2012. Since, the department has not proceeded any further in the matter, thus related exposure, if any, cannot be assessed at this stage.
25.2 The infrastructure cess levied by the Excise and Taxation Department of Sindh under section 9 of Sindh Finance Act 1994 on items imported by the Holding Company. The Holding Company has filed an appeal in the Sindh High Court at Karachi against the said levy. The appeal is pending for decision till the balance sheet date. However keeping in view any unfavorable outcome of the appeal, the Holding Company has provided the balance payable amount in these financial statements.
25.3 Commitments
2013 2012
Rupees Rupees
25.3.1 Guarantees issued by various commercial banks, in respect
of financial and operational obligations of the Group,
to various institutions and corporate bodies. 329,040,715 260,345,000
25.3.2 Commitments against irrevocable letters of credit:
- capital expenditure 2,033,152,850 32,899,567
- raw material and stores and spares 266,457,826 239,843,281
2,628,651,391 533,087,848
136 Fazal Cloth Mills Limited
137Annual Report 2013
2013 2012
Note Rupees Rupees
26 Sales - net
Local:
Yarn 10,055,464,974 10,387,385,847
Comber noil 10,181,583 6,528,822
Fabric 1,953,749,307 837,723,542
Waste 98,465,429 103,534,693
12,117,861,293 11,335,172,904
Raw material 150,428,262 247,958,733
Conversion 21,077,770 -
12,289,367,325 11,583,131,637
Less:
Sales return 86,047,449 80,842,063
Sales tax 142,597,775 -
Commission 45,031,840 31,914,300
273,677,064 112,756,363
Net local sales 12,015,690,261 11,470,375,274
Export:
Yarn - Net 6,976,150,960 7,387,755,107
Fabric 1,347,825,769 678,572,155
Comber noil 336,303,086 370,030,336
Waste 11,482,235 3,398,000
8,671,762,050 8,439,755,598
Raw material - 4,392,203
8,671,762,050 8,444,147,801
Less:
Commission 118,815,503 164,078,568
Sales return 10,048,922 -
128,864,425 164,078,568
Net export sales 8,542,897,625 8,280,069,233
20,558,587,886 19,750,444,507
27 Cost of sales
Raw material consumed 27.1 12,775,004,147 12,434,336,584
Packing material consumed 226,664,478 237,273,205
Salaries, wages and benefits 27.2 1,222,434,206 806,614,571
Traveling and conveyance 5,706,777 3,553,460
Power and fuel 1,683,664,332 1,240,981,176
Stores and spares consumed 370,822,514 324,204,139
Processing charges 15,090,476 17,294,436
Repair and maintenance 30,454,607 33,336,244
Insurance 49,266,204 37,528,856
Depreciation 4.3 514,808,069 398,488,284
Rates and taxes 11,186,041 4,825,315
Others 1,041,510 715,606
C/F 16,906,143,361 15,539,151,876
2013 2012
Note Rupees Rupees
B/F 16,906,143,361 15,539,151,876
Adjustment of work-in-process
Opening stock 172,590,755 163,759,089
Closing stock (205,937,615) (172,590,755)
(33,346,860) (8,831,666)
Cost of goods manufactured 16,872,796,501 15,530,320,210
Adjustment of finished goods
Opening stock 778,833,171 789,116,676
Finished goods purchased 961,507,523 1,155,156,903
Closing stock (1,075,768,708) (778,833,171)
664,571,986 1,165,440,408
Cost of goods sold 17,537,368,487 16,695,760,618
Cost of raw material sold 130,982,654 223,493,415
17,668,351,141 161,919,254,033
27.1 Raw material consumed
Opening stock 2,822,587,199 2,457,338,332
Purchases and expenses 14,419,937,401 12,520,896,111
Transfer from ginning unit 27.1.1 187,633,528 287,797,088
14,607,570,929 12,808,693,199
17,430,158,128 15,266,031,531
Less:
Insurance claim 8,241,703 9,107,713
Closing stock 4,308,953,542 2,806,033,353
Stock in transit 337,958,736 16,553,881
4,655,153,981 2,831,694,947
12,775,004,147 12,434,336,584
27.1.1 Production cost of ginning unit - net
Raw material purchased and consumed 217,003,661 356,653,663
Lease charges 1,250,000 500,000
Salaries, wages and benefits 4,440,057 4,709,616
Traveling and conveyance 663,594 632,042
Repair and maintenance 943,029 717,429
Store consumption 379,439 203,074
Utilities 639,374 3,242,579
Entertainment 142,014 147,058
Legal and professional 40,750 -
Printing and stationery 22,565 31,718
Communication 37,225 48,480
Insurance 134,438 216,612
Others 691,953 233,875
226,388,099 367,336,146
Less: Sale of cotton seed (38,754,571) (79,539,058)
Transferred to raw material consumed 187,633,528 287,797,088
138 Fazal Cloth Mills Limited
The Company has acquired a cotton ginning factory (Hussain Ginneries Limited) on operating lease basis. Its total cost of
production, after adjustment of sale of cotton seed to third parties, has been transferred to the Group as raw material
cost.
27.2 These include Rs. 33.6 million (2012: Rs. 31.04 million) in respect of staff retirement benefits.
2013 2012
28 Distribution cost Note Rupees Rupees
Export sales
Export development surcharge 20,102,810 21,131,950
Freight, shipment and handling charges 210,722,370 194,778,812
Insurance 2,600,867 2,409,393
Local sales
Freight, shipment, handling and other charges 22,704,640 23,686,655
Insurance 639,093 617,822
256,769,780 242,624,632
2013 2012
Rupees Rupees
29 Administrative expenses (Restated)
Salaries and benefits 29.1 122,506,015 87,847,778
Traveling and conveyance 29.2 7,097,468 11,361,781
Vehicle running and maintenance 19,114,439 14,533,831
Rent, rates, taxes and fees 7,356,033 5,974,303
Electricity, gas and water 1,792,235 1,752,959
Entertainment/ guest house expenses 6,369,392 4,978,672
Communication 9,432,121 10,530,670
Printing and stationery 4,266,937 3,981,490
Insurance 3,435,444 2,645,049
Repair and maintenance 4,881,874 5,961,795
Subscription/ advertisement 1,476,862 4,235,481
Auditors' remuneration 29.3 1,160,647 635,000
Legal and professional charges 4,398,431 6,165,470
Directors' meeting fee 105,000 75,000
Depreciation 4.3 19,747,975 12,727,528
Amortization 5 1,185,531 1,140,044
Others 1,630,007 769,089
215,956,411 175,315,940
29.1 These include Rs. 6.13 million (2012: Rs. 6.52 million) in respect of staff retirement benefits.
29.2 These include directors traveling expense of Rs. 3.2 million (2012: Rs. 8.6 million).
29.3 Auditors' remuneration
Fee for statutory audit 820,000 390,000
Fee for half yearly review and other certifications 230,000 135,000
Out of pocket expenses 75,647 75,000
1,125,647 600,000
Workers profit participation fund's audit fee 35,000 35,000
1,160,647 635,000
139Annual Report 2013
2013 2012
30 Other operating expenses Note Rupees Rupees
Workers' profit participation fund 21.2 78,787,179 68,811,735
Workers' welfare fund 29,939,128 26,070,859
Donations 30.1 8,672,634 8,364,285
Promotion of education 520,762 1,132,083
Bad debts written off - 97,657
117,919,703 104,476,619
30.1 Donations include Rs. 3.19 million (2012: Rs. 2.68 million) paid to Fazal-ur-Rehman Foundation, 487-A, Mumtazabad,
Vehari Road, Multan. Sheikh Naseem Ahmad (Chairman / Chief Executive Officer) is amongst the trustees of the
Foundation.
2013 2012
Rupees Rupees
(Restated)
31 Other operating income
Income from non-financial assets
Gain on disposal of property, plant and equipment 4,016,994 9,809,407
Miscellaneous income 1,271,600 -
Income from financial assets
Dividend income 147,201,720 101,232,016
Gain on remeasurement of short term
investments to fair value 6,351,797 51,599,911
Profit on disposal of short term Investments - 14,180
Profit on disposal of long term Investment - 475,000
Specie dividend from Pak Arab Fertilizer Limited 61,794,302 279,853,916
220,636,413 442,984,430
32 Finance cost
Profit / interest / mark up on:
- Long term financing 603,773,860 535,962,770
- Musharika 5,711,908 4,691,111
- Short term borrowings 32.1 328,469,543 508,698,160
less: Interest income on margin / bank account (154,428) (33,261)
328,315,115 508,664,899
Bank charges 85,350,938 52,820,792
Dividend on redeemable preference shares 25,410,385 28,490,000
Interest income from associated undertaking - (31,375,342)
Interest on workers' profit participation fund 21.2 4,694,280 3,880,039
1,053,256,486 1,103,134,269
32.1 It includes exchange loss on foreign currency finances amounting to Rs. 57.55 million (2012: Rs. 92.97 million).
140 Fazal Cloth Mills Limited
2013 2012
Rupees Rupees
33 Taxation
Current tax 62,013,880 202,835,338
Deferred tax 249,187,323 260,887,948
311,201,203 463,723,286
33.1 The numerical reconciliation between the average tax rate and the applicable tax rate has not been presented in the
financial statements as the tax provision of the Group is determined under section 113 and 169 of the Income Tax
Ordinance, 2001.
2013 2012
Rupees Rupees
(Restated)
34 Basic earnings per share
Profit after taxation 1,155,769,575 1,184,900,158
Profit attributable to ordinary shareholders 1,155,769,575 1,184,900,158
Weighted average number of ordinary shares 25,000,000 25,000,000
Basic earnings per share 46.23 47.40
35 Diluted earnings per share
Profit attributable to ordinary shareholders 1,155,769,575 1,184,900,158
Add: dividend on preference shares 25,410,385 28,490,000
1,181,179,960 1,213,390,158
Weighted average number of shares outstanding 25,000,000 25,000,000
Dilutive effect of preference shares 666,134 666,134
Weighted average number of shares outstanding - diluted 25,666,134 25,666,134
Diluted earning per share 46.02 47.28
36 Financial risk management
The Group has exposures to the following risks from its use of financial instruments:
Credit risk
Liquidity risk
Market risk
This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and
processes for measuring and managing risk, and the Group’s management of capital. Further quantitative disclosures are
included throughout these financial statements.
Risk management framework
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management
framework. The Board is responsible for developing and monitoring the Group’s risk management policies.
141Annual Report 2013
The Group’s risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate
risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed
regularly to reflect changes in market conditions and the Group's activities. The Group, through its training and management
standards and procedures, aims to develop a disciplined and constructive control environment in which all employees
understand their roles and obligations. All derivative activities for risk management purposes are carried out by specialist teams
that have the appropriate skills, experience and supervision. It is the Group’s policy that no trading in derivatives for speculative
purposes shall be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks.
The Group's Audit Committee oversees how management monitors compliance with the Group’s risk management policies and
procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Audit
Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk
management controls and procedures, the results of which are reported to the Audit Committee.
36.1 Credit risk and concentration of credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its
contractual obligations. Out of the total financial assets of Rs. 2,574.2 million (2012: Rs. 2,425.7 million), the financial
assets which are subject to credit risk amounted to Rs. 2,571.2 million (2012: Rs. 2,424.5 million).
To manage exposure to credit risk in respect of trade receivables, management performs credit reviews taking into
account the customer's financial position, past experience and other factors. Sales tenders and credit terms are
approved by the tender approval committee. Where considered necessary, advance payments are obtained from
certain parties. Export sales made to major customers are secured through letters of credit. The management has set a
maximum credit period of 15 days in respect of yarn and fabric parties to reduce the credit risk.
All investing transactions are settled / paid for upon delivery as per the advice of investment committee. The Group's
policy is to enter into financial instrument contract by following internal guidelines such as approving counterparties and
approving credits.
Concentration of credit risk arises when a number of counter parties are engaged in similar business activities or have
similar economic features that would cause their abilities to meet contractual obligation to be similarly effected by the
changes in economic, political or other conditions.
The carrying amount of financial assets represents the maximum credit exposure before any credit enhancements. The
maximum exposure to credit risk at the reporting date is:
2013 2012
Rupees Rupees
(Restated)
Non current assets
Long term investments 1,817,108,496 1,743,404,016
Long term deposits 28,149,696 25,710,156
Long term loans to employees - secured - 64,000
Current assets
Trade debts 1,995,627,804 2,012,188,252
Loans and advances 140,777,880 136,506,798
Short term investments 190,495,126 176,496,671
Trade deposits and short term prepayments 6,655,581 6,754,211
Other receivables 4,778,084 102,862,038
Cash and bank balances 217,397,994 71,988,355
4,400,990,661 4,275,974,497
142 Fazal Cloth Mills Limited
The Group believes that it is not exposed to major concentration of credit risk.
Trade debts
The maximum exposure to credit risk for trade debt at the reporting date by geographical region was as follows:
2013 2012
Rupees Rupees
Export - secured 608,024,072 858,285,522
Local - unsecured and considered good 1,387,603,732 1,153,902,730
1,995,627,804 2,012,188,252
Export debts of the Group are secured through letter of credit and majority of export debts are situated in Asia and America.
The ageing of trade debts at the balance sheet date is as follows:
Not past due 725,529,494 646,858,333
Past due 1 to 30 days 1,330,946,589 1,293,716,667
Past due 30 to 150 days 71,229,081 69,236,625
Past due 150 days 2,445,020 2,376,627
2,130,150,184 2,012,188,252
Related party
Not past due 913,665 426,125
Past due 1 to 30 days 79,698,206 37,170,504
Past due 30 to 150 days 58,183,713 -
Past due 150 days 8,400 8,400
138,803,984 37,605,029
Out of total trade debts, 35% comprise of foreign debtors that are secured against letters of credit. Local trade debts include
companies with very good credit history and are regular in their payments. The management continuously monitors the
repayment capacity and intention of their debtors and extends the credit periods to their customers according to their credit
history.
Investments
Investments majorly comprise of ordinary shares of Fatima Fertilizer Company Limited, listed on Karachi Stock Exchange. The
fair value of the investment forming part of long term investment is Rs. 1,564 million and Rs. 161.9 million form part of short
term investment. Long term and short term credit rating of the investee company is "A+" and "A1" respectively, issued by
PACRA.
Bank balances
The credit quality of Group's bank balances can be assessed with reference to external credit ratings as follows:
The Group is exposed to credit risk from its operating activities (primarily for trade debts and loans and advances) and from its
financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial
instruments.
143Annual Report 2013
The credit rating of the banks in which the Group has maintained its deposits is as follows:
Rating Rating 2013 2012Short term Long term agency Rupees Rupees
Habib Bank Limited A-1+ AAA JCR-VIS 7,390,394 242,193United Bank Limited A-1+ AA+ JCR-VIS 22,810,094 6,560,017MCB Bank Limited A1+ AAA PACRA 14,857,090 (249,419)Askari Bank Limited A1+ AA PACRA 9,121,520 1,337,345Bank Al Habib Limited A1+ AA+ PACRA 1,490,315 3,870,399National Bank of Pakistan A-1+ AAA JCR-VIS 2,821,727 3,357,033Soneri Bank Limited A1+ AA- PACRA 107,891 375,410Allied Bank Limited A1+ AA+ PACRA 19,334,248 6,780,389Meezan Bank Limited A-1+ AA JCR-VIS 26,293,788 22,295,677Faysal Bank Limited A1+ AA PACRA 68,285,610 329,971Standard Chartered Bank Pakistan Limited A1+ AAA PACRA 13,250 40,890Bank Al-Falah Limited A1+ AA PACRA 502,460 20,698,030Dubai Islamic Bank Pakistan Limited A-1 A JCR-VIS 772,995 152,536Barclays Bank PLC, Pakistan P-1 Aa3 Moody's 2,829,536 888,826The Bank of Punjab A1+ AA- PACRA 10,249,119 22,992The Bank of Khyber A-2 A JCR-VIS 172,613 -Habib Metropolitan Bank Limited A1+ AA+ PACRA 24,143,796 2,765,090Summit Bank Limited A-2 A- JCR-VIS 1,917,793 1,239,595NIB Bank Limited A1+ AA- PACRA 8,026 3,026Bank Islamic Pakistan Limited A1 A PACRA 79,920 79,920Silk Bank Limited A-2 A- JCR-VIS 81,295 81,295
213,283,480 70,871,215
Based on past experience the management believes no impairment allowance is necessary in respect of loans, advances and other receivables past due as some receivables have been recovered subsequent to the year end and for other balances, there are reasonable grounds to believe that the amounts will be recovered in due course.
144 Fazal Cloth Mills Limited
145Annual Report 2013
36.2
Liqu
idity
risk
Liqu
idity
risk
is th
e ris
k th
at th
e G
roup
will
not
be
able
to m
eet i
ts fi
nanc
ial o
blig
atio
ns a
s th
ey fa
ll du
e. T
he G
roup
's a
ppro
ach
to m
anag
ing
liqui
dity
is to
ens
ure
as fa
r as
poss
ible
to a
lway
s ha
ve s
uffic
ient
liqu
idity
to m
eet i
ts li
abili
ties
whe
n du
e. T
he G
roup
is n
ot m
ater
ially
exp
osed
to
liqui
dity
ris
k as
sub
stan
tially
all
oblig
atio
ns /
com
mitm
ents
of
the
Gro
up a
re s
hort
ter
m in
nat
ure
and
are
rest
ricte
d to
the
ext
ent
of a
vaila
ble
liqui
dity
. In
addi
tion,
the
Gro
up h
as
obta
ined
runn
ing
finan
ce fa
cilit
ies
from
var
ious
com
mer
cial
ban
ks to
mee
t any
def
icit,
if re
quire
d to
mee
t the
sho
rt te
rm li
quid
ity c
omm
itmen
ts.
The
follo
win
g ar
e th
e co
ntra
ctua
l mat
uriti
es o
f the
fina
ncia
l lia
bilit
ies,
incl
udin
g es
timat
ed in
tere
st p
aym
ents
:
Car
ryin
g va
lue
Con
trac
tual
cas
h
flow
s
Less
tha
n on
e
mon
th
One
to
thre
e
mon
ths
Thre
e m
onth
s to
one
year
One
to
five
year
s
Abo
ve
five
year
sTo
tal
Fina
ncia
l lia
bilit
ies
Long
ter
m fi
nanc
e7.
00%
to
14.5
6%5,
604,
810,
196
7,47
5,44
1,96
0
-
131,
785,
559
1,25
5,90
2,80
4
5,00
9,42
2,40
1
1,07
8,33
1,19
6
7,47
5,44
1,96
0
Sho
rt t
erm
bor
row
ings
0.90
% t
o 13
.51%
4,33
7,18
0,63
3
4,33
7,18
0,63
3
82,7
54,0
72
494,
666,
341
3,75
9,76
0,22
0
-
-
4,33
7,18
0,63
3
Trad
e an
d ot
her p
ayab
les
1,60
3,35
9,78
3
1,
603,
359,
783
15
9,26
0,88
0
1,13
1,14
5,80
8
31
2,95
3,09
5
-
-
1,60
3,35
9,78
3
11,5
45,3
50,6
12
13
,415
,982
,376
242,
014,
952
1,75
7,59
7,70
8
5,32
8,61
6,11
9
5,00
9,42
2,40
1
1,
078,
331,
196
13
,415
,982
,376
Car
ryin
g va
lue
Con
trac
tual
cas
h
flow
s
Less
tha
n on
e
mon
th
One
to
thre
e
mon
ths
Thre
e m
onth
s to
one
year
One
to
five
year
s
Abo
ve
five
year
sTo
tal
Fina
ncia
l lia
bilit
ies
Long
ter
m fi
nanc
e7%
to
16.3
0%4,
515,
617,
713
6,41
9,23
1,04
8
-
162,
207,
299
690,
235,
245
5,13
5,78
2,78
5
431,
005,
719
6,41
9,23
1,04
8
Sho
rt t
erm
bor
row
ings
1.86
% t
o 15
.06%
3,79
8,19
0,47
5
3,79
8,19
0,47
5
72,4
70,0
57
433,
193,
160
3,29
2,52
7,25
8
-
-
3,79
8,19
0,47
5
Trad
e an
d ot
her p
ayab
les
-
rest
ated
799,
192,
313
799,
192,
313
124,
879,
724
503,
554,
458
170,
758,
131
--
799,
192,
313
9,11
3,00
0,50
111
,016
,613
,836
197,
349,
781
1,09
8,95
4,91
74,
153,
520,
634
5,13
5,78
2,78
543
1,00
5,71
911
,016
,613
,836
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
-- (
R u
p e
e s
) --
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
2013
2012
Wei
ghte
d A
vera
ge
effe
ctiv
e ra
te o
f
inte
rest
Wei
ghte
d
aver
age
effe
ctiv
e
rate
of i
nter
est
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
-- (
R u
p e
e s
) --
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
----
146 Fazal Cloth Mills Limited
36.3 Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the
Group's income or the value of its holdings of financial instruments.
36.3.1 Currency risk
The Group is exposed to currency risk on import of raw materials and stores and spares and export of goods mainly
denominated in US dollars and on foreign currency bank accounts.
The Group's exposure to currency risk is as follows:
2013 2012
Rupees Rupees
Export finances 886,875,278 1,557,097,526
Foreign currency bank account - -
Foreign debtors (742,546,452) (858,285,522)
Gross balance sheet exposure 144,328,826 698,812,004
Outstanding letters of credit 1,010,208,763 272,742,848
Forward foreign exchange contracts - -
Net exposure 1,154,537,589 971,554,852
The following significant exchange rate has been applied:
Average rate Reporting date rate
Average rate Reporting date mid spot rate
2013 2012 2013 2012
Rupees Rupees Rupees Rupees
USD to Rupee 96.70 / 96.90 89.47 / 89.67 98.60 / 98.80 94.00 / 94.20
Sensitivity analysis
At reporting date, if the PKR had strengthened by 10% against the US Dollar with all other variables held constant, post-tax
profit for the year would have been higher by the amount shown below, mainly as a result of net foreign exchange gain on
translation of export finances and foreign debtors.
2013 2012
Rupees Rupees
Effect on profit or loss
USD to Rupee (115,453,759) (97,155,485)
Effect on balance sheet
USD to Rupee (14,432,883) (69,881,200)
The weakening of the PKR against US Dollar would have had an equal but opposite impact on the post tax loss / profits.
The sensitivity analysis prepared is not necessarily indicative of the effects on (loss) / profit for the year and assets / liabilities of
the Group.
36.3.2 Interest rate risk
At the reporting date the interest rate profile of the Group's significant interest bearing financial instruments was as
follows:
Effective rate Carrying amount
2013 2012 2013 2012
------------------ (Rupees) ------------------
Financial liabilities
Variable rate instruments:
Long term loan 7% to 14.56% 7% to 16.30% 7,475,441,960 6,419,231,048
Short term running finance 0.90% to 13.51% 1.86% to 15.06% 3,450,305,355 2,241,092,949
Export finances 0.90% to 13.51% 1.86% to 15.06% 886,875,278 1,557,097,526
Fair value sensitivity analysis for fixed rate instruments
The Group 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 profit and loss account.
Cash flow sensitivity analysis for variable rate instruments
A change of 100 basis points in interest rates at the reporting date would have decreased / (increased) loss for the year
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 2012.
Increase Decrease
--------------- (Rupees) ---------------
As at 30 June 2013
Cash flow sensitivity-Variable rate financial liabilities 321,034,836 (321,034,836)
As at 30 June 2012
Cash flow sensitivity-Variable rate financial liabilities 252,203,883 (252,203,883)
The sensitivity analysis prepared is not necessarily indicative of the effects on profit/ (loss) for the year and assets /
liabilities of the Group.
36.3.3 Fair value hierarchy
Financial instruments carried at fair value are categorized as follows:
Level 1: Quoted market prices
Level 2: Valuation techniques (market observable)
Level 3: Valuation techniques (non market observable)
The Group held the following financial instruments measured at fair value.
Total Level 1 Level 2 Level 3
---------------------------------------------- (Rupees) ----------------------------------------------
Financial assets 30 June 2013
At fair value through profit and loss - Quoted 190,495,126 190,495,126 - -
At available for sale - quoted 1,564,141,790 1,564,141,790 - -
1,754,636,916 1,754,636,916 - -
Financial assets 30 June 2012
At fair value through profit and loss - Quoted 176,496,671 176,496,671 - -
At available for sale - quoted 1,490,437,310 1,490,437,310 - -
1,666,933,981 1,666,933,981 - -
147Annual Report 2013
36.3.4 Other price risk
Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market prices (other than those arising from interest rate risk or currency risk). Other price risk arises from
the Group's investment in units of mutual funds and ordinary shares of listed companies.
A 10% increase/(decrease) in redemption value of investments in mutual funds and share prices of listed companies at
the balance sheet date would have increased/(decreased) the Group's profit in case of investments through profit and
loss as follows:
2013 2012
Rupees Rupees
Effect on profit for the year 175,463,692 166,693,398
Effect on investments at year end 175,463,692 166,693,398
The sensitivity analysis prepared is not necessarily indicative of the effects on profit for the year and the balance of
investments at the year end of the Group.
36.3.5 Fair value of financial instruments
Carrying values of the financial assets and financial liabilities approximate to their fair values. 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.
37 Capital management disclosure
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to
provide returns for shareholders and bene?ts for other stakeholders and to maintain an optimal capital structure to reduce the
cost of capital.
The Group manages its capital structure which comprises capital and reserves by monitoring return on net assets and makes
adjustments to it in the light of changes in economic conditions. In order to maintain or adjust the capital structure, the Group
may adjust the amount of dividend paid to shareholders, appropriation of amounts to capital reserves and/or issue new shares.
2013 2012
Rupees Rupees
Total borrowings 9,941,990,829 8,313,808,188
Less: cash and bank balances (217,397,994) (71,988,355)
Adjusted debt 9,724,592,835 8,241,819,833
Total equity 9,826,039,211 8,828,027,315
Total capital employed 19,550,632,046 17,069,847,148
Adjusted gearing ratio 49.74% 48.28%
148 Fazal Cloth Mills Limited
38 Remuneration of Chairman, Chief Executive, Directors, Non-Executive Directors and Executives
Fazal Cloth Mills Limited - Holding Company
The aggregate amounts charged in the financial statements for the year for remuneration, including certain benefits to the
Chairman, Directors and other Executives of the Group are as follows:
2013
Chairman Executive Executives Total
Director
--------------------------------------- (Rupees) ---------------------------------------
Managerial remuneration 4,080,634 12,436,971 14,804,997 31,322,602
Perquisites and benefits:
House rent and utilities 130,594 1,292,743 3,131,127 4,554,464
Medical - 152,311 2,716,092 2,868,403
Conveyance/petrol - - 163,200 163,200
Insurance 5,618 - - 5,618
4,216,846 13,882,025 20,815,416 38,914,287
Numbers 1 3 28 32
2012
Chairman Executive Executives Total
Director
--------------------------------------- (Rupees) ---------------------------------------
Managerial remuneration 4,417,176 13,251,528 12,357,838 30,026,542
Perquisites and benefits:
House rent and utilities 4,529 815,187 2,033,619 2,853,335
Medical - 161,497 1,235,784 1,397,281
Conveyance/petrol - - 1,378,409 1,378,409
Insurance 5,618 22,382 - 28,000
4,427,323 14,250,594 17,005,650 35,683,567
Numbers 1 3 23 27
38.1 In addition to above, non executive directors were only paid Rs. 105,000 (2012: 75,000) as meeting fee.
38.2 Chief executive officer, executive directors and some of the executives are also provided with free use of the Holding
Company maintained cars and telephones at their residences.
Fazal Weaving Mills Limited - Subsidiary Company
38.3 No remuneration is paid to any director or executive during the year by the Subsidiary Company.
2013 2012
----------- (Number) -----------
39 Number of employees
Total number of employees at the year end 4,870 4,387
Average number of employees during the year 4,686 3,914
149Annual Report 2013
40 Segment reporting
40.1 Reportable segments
The management has determined the operating segments of the Group on the basis of products produced.
The Group's reportable segments are as follows:
- Spinning segment - production of different qualities of yarn using natural and artificial fibers
- Weaving segment - production of different qualities of Fabric using yarn
Information regarding the Group’s reportable segments is presented below. Performance is measured based on
segment profit before tax, as management believes that such information is the most relevant in evaluating the results
of certain segments relative to other companies that operate within these industries.
40.2 Information about reportable segments
40.2.1 The accounting policies of the reportable segments are the same as the Group's accounting policies described in note
3.21 to the financial statements. Expenditures are allocated on the basis of actual amounts incurred for the segments.
This is the measure reported to management for the purposes of resource allocation and assessment of segment
performance.
40.3 Reconciliation of reportable segment revenues and profits
2013 2012
Rupees Rupees
Total revenue from reportable segments 23,443,184,790 22,270,124,711
Elimination of inter segment revenue (2,884,596,904) (2,519,680,204)
20,558,587,886 19,750,444,507
Profit or loss
Total profit or loss of reportable segments 1,466,970,778 1,648,623,444
Elimination of intersegment profits - -
Tax for the year (311,201,203) (463,723,286)
Consolidated profits 1,155,769,575 1,184,900,158
150 Fazal Cloth Mills Limited
2013 2012 2013 2012 2013 2012
External revenues 17,224,643,597
18,241,833,557
3,333,944,289
1,508,610,950
20,558,587,886
19,750,444,507
Intersegment revenues 2,872,992,513
2,519,680,204
11,604,391
-
2,884,596,904
2,519,680,204
Cost of sales (17,562,515,772) (15,835,288,944) (105,835,369) (1,083,965,089) (17,668,351,141) (16,919,254,033)
Intersegment cost of sales (11,604,391) - (2,872,992,513) (2,519,680,204) (2,884,596,904) (2,519,680,204)
Distribution and marketing expense (225,586,861) (228,668,943) (31,182,919) (13,955,689) (256,769,780) (242,624,632)
Administrative expenses (193,428,991)
(165,152,989)
(22,527,420)
(10,162,951)
(215,956,411)
(175,315,940)
Other operating expense (108,921,822)
(104,476,619)
(8,997,881)
-
(117,919,703)
(104,476,619)
Finance cost (868,533,316)
(989,629,586)
(184,723,170)
(113,504,683)
(1,053,256,486)
(1,103,134,269)
Other operating income 220,636,413
442,984,430
-
-
220,636,413
442,984,430
Profit before tax 1,347,681,370 3,881,281,110 119,289,408 (2,232,657,666) 1,466,970,778 1,648,623,444
Spinning Weaving Total
------------------------------------------------------------------------ ------------------(Rupees)------------------------------------------------------
40.4 Segment assets and liabilities
40.4.1 Reportable segments' assets and liabilities are reconciled to total assets and liabilities as follows:
Spinning Weaving Total
---------------------------------- (Rupees) ----------------------------------
For the year ended 30 June 2013:
Segment assets for reportable segment 18,344,131,227 2,457,705,972 20,801,837,199
Unallocated corporate assets 2,600,799,923
Total assets as per balance sheet 23,402,637,122
Segment liabilities for reportable segment 9,389,828,275 1,971,407,929 11,361,236,204
Unallocated corporate liabilities 2,215,361,707
Total liabilities as per balance sheet 13,576,597,911
For the year ended 30 June 2012:
Segment assets for reportable segment 15,386,855,337 2,328,067,487 17,714,922,824
Unallocated corporate assets 2,053,405,759
Total assets as per balance sheet 19,768,328,583
Segment liabilities for reportable segment 7,227,393,998 1,768,109,283 8,995,503,281
Unallocated corporate liabilities 1,944,797,987
Total liabilities as per balance sheet 10,940,301,268
40.4.2 For the purpose of monitoring segment performance and allocating resources between segments
- all assets are allocated to reportable segments except long term investment and tax refund due from government
which are held under unallocated corporate assets; and
- all liabilities are allocated to reportable segments except deferred tax liability and provision of tax are held under
unallocated corporate liabilities
40.5 Geographical information
40.5.1 The Group's gross revenue from external customers by geographical location is detailed below:
2013 2012
Rupees Rupees
Pakistan 12,289,367,323 11,583,131,637
Asia 6,449,472,942 6,314,353,208
Europe 750,214,588 723,975,496
America 1,434,188,684 1,374,495,915
Australia 5,202,326 -
Africa 32,683,512 31,323,182
20,961,129,375 20,027,279,438
40.5.2 All non-current assets of the Group as at 30 June 2013 are located and operating in Pakistan.
151Annual Report 2013
40.6 Other segment information
Spinning Weaving Total
--------------------------------------- (Rupees) ---------------------------------------
For the year ended 30 June 2013:
Capital expenditure 1,433,063,655 131,944,623 1,565,008,278
Depreciation/ Amortization
Cost of sales 431,391,050 83,417,019 514,808,069
Administrative expenses 17,354,985 3,578,521 20,933,506
448,746,035 86,995,540 535,741,575
For the year ended 30 June 2012:
Capital expenditure 2,954,966,332 1,646,599,939 4,601,566,271
Depreciation/ Amortization
Cost of sales 359,026,342 39,461,940 398,488,284
Administrative expenses 11,811,663 2,055,909 13,867,572
370,838,005 41,517,849 412,355,856
41 Transactions with related parties
The related parties comprise associated undertakings and key management personnel. The Group in the normal course of business carries out
transactions with various related parties. Amounts due from and to related parties are shown under receivables and payables and
remuneration of the key management personnel is disclosed in note 38. Other significant transactions with related parties are as follows:
Description of transaction Nature of relationship 2013 2012
Fazal Rehman Fabrics Limited Associate
Sale of goods and services 938,028,005 671,384,061
Purchase of goods and services 47,428,400 14,503,696
Fatima Fertilizer Company Limited Associate
Dividend Income 139,028,062 100,402,456
Purchase of goods and services 26,867,646 6,805,238
Pak Arab Fertilizers Limited Associate
Specie dividend 61,794,302 279,853,916
Interest - 31,375,342
Reliance Weaving Mills Limited Associate
Sale of goods and services 61,611,128 102,875,574
Purchase of goods and services - 13,188,856
Sale of land 3,721,135 -
Ahmed Fine Textile Mills Limited Associate
Sale of goods and services 170,927,976 1,067,681,954
Purchase of goods and services 239,431,634 470,278,817
Fazal-ur-Rehman Foundation, Multan Associate
Donations 3,193,162 2,684,000
Key Management Personnel
Repayment of Director's Loan 3,721,135 -
Payable to key management personnel 175,000 -
All transactions with related parties have been carried out on commercial terms and conditions.
--------------------- (Rupees) ---------------------
152 Fazal Cloth Mills Limited
2013 2012
42 Capacity and production
Spinning:
Number of spindles installed 190,392 176,472
Number of rotors installed 1,740 780
Number of shifts worked
Unit I, II & IV 999 1,097
Unit III 998 1,097
Number of spindles - shifts worked 183,948,666 184,046,100
Capacity at 20's count Kgs. 74,797,999 69,321,593
Actual production of all counts Kgs. 53,013,774 53,251,977
Actual production converted into 20's count Kgs. 62,069,410 62,389,434
Weaving:
Number of looms installed 117 117
Number of looms worked 117 117
Number of shifts worked 1,042 726
Standard cloth production Sq. Mtr. 27,898,301 13,867,920
Actual cloth production Sq. Mtr. 24,570,220 12,210,835
It is difficult to describe precisely the production capacity in spinning mills since it fluctuates widely depending on various
factors such as count of yarn spun, spindles speed, twist and raw materials used, etc. It also varies according to the pattern
of production adopted in a particular year.
43 Non adjusting event after balance sheet date
The board of directors in their meeting held on 05 October 2013 has proposed a final cash dividend for the year ended 30 June
2013 of Rs. 2.5 per share (i.e. 25%), amounting to Rs. 62.5 million (2012: 20% cash dividend and Bonus shares in the proportion
of 20 shares for every 100 shares (2012: 10.62 shares for every 100 shares) held for approval of the members of the Holding
Company at the annual general meeting to be held on 31 October 2013. These consolidated financial statements do not include
the effect of this proposed final cash dividend and will be accounted for subsequent to year end.
44 Corresponding figures
Corresponding figures have been re-arranged, wherever necessary, for the purpose of comparison. However, there were no
material re-arrangements.
45 Date of authorization of financial statements
These consolidated financial statements were authorized for issue on 05 October 2013 by the Board of Directors of the Group.
46 General
Figures in the consolidated financial statements have been rounded-off to the nearest rupee except stated
otherwise.
Sd/-(SH. NASEEM AHMAD)
CHIEF EXECUTIVE OFFICER
Sd/-(REHMAN NASEEM)
DIRECTOR
Sd/-(FAIZAN-UL-HAQ)
CHIEF FINANCIAL OFFICER
153Annual Report 2013
FORM 34
Pattern Of Shareholding Of Shareholders
As At June 30, 2013
NO. OF SHAREHOLDRSTOTAL NO. OF
SHARES HELD
PERCENTAGE
( % )FROM TO
802 1 100 16,885 0.07
306 101 500 77,526 0.31
113 501 1,000 77,769 0.31
104 1,001 5,000 215,519 0.86
20 5,001 10,000 143,646 0.57
5 10,001 15,000 59,475 0.24
1 15,001 20,000 15,763 0.06
1 20,001 25,000 21,030 0.08
2 30,001 35,000 63,051 0.25
4 35,001 40,000 147,263 0.59
1 40,001 45,000 44,757 0.18
1 45,001 50,000 49,837 0.20
1 55,001 60,000 58,195 0.23
1 105,001 110,000 109,326 0.44
1 130,001 135,000 134,734 0.54
1 220,001 225,000 225,000 0.90
1 260,001 265,000 260,249 1.04
1 470,001 475,000 473,881 1.90
1 475,001 480,000 479,115 1.92
1 870,001 875,000 871,952 3.49
2 945,001 950,000 1,895,518 7.58
2 955,001 960,000 1,916,456 7.67
1 1,085,001 1,090,000 1,085,736 4.34
1 1,470,001 1,475,000 1,473,740 5.89
2 1,660,001 1,665,000 3,328,175 13.31
1 2,010,001 2,015,000 2,012,852 8.05
1 4,705,001 4,710,000 4,709,579 18.84
1 5,030,001 5,035,000 5,032,971 20.13
1379 25,000,000 100.00
CATEGORIES OF NO. OF NO. OF PERCENTAGE
SHAREHOLDERS SHARE HOLDERS SHARES %
Directors , Spouses & Minor
Children 14 8,472,556 33.8902
Investment Banks/Co. , NIT &
ICP , Financial Institutions 6 41,307 0.1652
Joint Stock Companies 15 7,006,360 28.0254
Mudarba & Funds 5 1,624,041 6.4962
Trust 1 316 0.0013
Others ( Holding Of Ex - East
Pakistanies 1 44,757 0.1790
Individuals 1,337 7,810,663 31.2427
TOTAL :- 1,379 25,000,000 100.0000
CATEGORIES OF SHARE HOLDING
154 Fazal Cloth Mills Limited
PATTERN OF SHARE HOLDING AS PER REQUIREMENTS OF CODE OF CORPORATE GOVERNANCE
CATEGORIES OF SHAREHOLDERS SHARES HELD PERCENTAGE (%)
DIRECTORS, CEO & THEIR SPOUSE AND MINOR CHILDREN
Sh. Naseem Ahmad (CEO / Chairman) 7,350
0.029
Rehman Naseem ( Director ) 260,249
1.041
Fazal Ahmad Sheikh ( Director ) 1,701,343
6.805
Faisal Ahmad ( Director ) 1,699,888
6.800
Fahd Mukhtar ( Director ) 36,256
0.145
Mrs. Mahnaz Amir Sh. ( Director ) 2,500
0.010
Abdullah Amir Fazal 947,759
3.791
Muhammad Yousaf Amir 947,759
3.791
Ayesha Amir Fazal 473,881
1.896
Amin Rehman Fazal 958,228
3.833
Sadek Rehman 958,228
3.833
Maha Rehman Fazal 479,115
1.916
ASSOCIATED COMPANIES, UNDERTAKINGS AND RELATED PARTIES
Amir Fine Exports (Pvt.) Ltd 6,119,941
24.480
Reliance Commodities (Pvt.) Ltd 871,952
3.488
Amir Naseem Sheikh 10,829
0.043
Mst. Farrukh Mukhtar 4,709,579
18.838
Fawad Ahmad Mukhtar 2,012,852
8.051
Mrs. Ambreen Fawad 58,195
0.233
SHARE HOLDERS FIVE PERCENT ( 5% OR MORE )
Mst. Farrukh Mukhtar -
-
Fawad Ahmad Mukhtar -
-
Fazal Ahmad Sheikh -
-
Faisal Ahmad -
-
Amir Fine Exports (Pvt.) Ltd -
-
NBP (Trustee Department) -
-
BANKS, DEVELOPMENT FINANCIAL INSTITUTIONS,NON BANKING FINANCIAL INSTITUTIONS, NIT & ICP
Industrial Development Bank of Pakistan 511 0.002 United Bank Ltd 657 0.003 Escorts Investment Bank Ltd. 164 0.001 National Bank Of Pakistan 828 0.003 IDBL ( ICP UNIT ) 1,196
0.005
National Investment Trust Ltd. 37,951
0.152
TRUST
The Trustee, Ghulaman-e-Abbas Educational & Medical Trust 316
0.001
MUDARABAS & FUNDS
NBP (Trustee Department) NIT FUND 1,473,740
5.895
Trustee NBP-Employees Pension fund 134,734
0.539
Trustee NBP-Emp. Benevolent fund Trust 4,728
0.019
Golden Arrow Selected Stocks Fund Ltd. 10,339 0.041
CDC-Trustee AKD Opportunity Fund 500 0.002
JOINT STOCK COMPANIESFazal Vegetable Ghee Mills Ltd 6,408
0.026
Fateh Textile Mills Ltd 215
0.001
Freedom Enterprises (Pvt) Ltd. 5,258
0.021
Molasses Trading & Exports Co. Ltd 113
0.000
Naeems' Securities Ltd 636
0.003
First Capital Equity Ltd. 16
0.000
Sarfraz Mahmood (Pvt.) Ltd 60
0.000
H.M. Investment Ltd. 338
0.001
Akram Cotton Mills Ltd. 5
0.000
FairTrade Capital Securities 28
0.000
Fikrees (SMC-Pvt) Ltd. 1,390
0.006
OTHERSGovt. of Pakistan Abandoned Properties 44,757
0.179
(Holding of Ex-East Pakistanis)
INDIVIDUALS (other than above) 1,019,208 4.077
TOTAL 25,000,000 100.000
155Annual Report 2013
156 Fazal Cloth Mills Limited
I/We
of
being a member of FAZAL CLOTH MILLS LIMITED, hereby appoint
of another member of the company or failing
him
of
(being a member of the Company) as my/our Proxy to attend, act and vote for me/us and on my/our behalf, at the 48th Annual
General Meeting of the Company to be held on Thursday, the 31st October, 2013 at 129/1 Old Bahawalpur Road, Multan at
11:00 am or at any adjournment thereof.
As witness my hand this day of October, 2013.
FORM OF PROXY
(NAME)
(NAME)
(Witness Signature) (Member's Signature)
Affix
Revenue
Stamp
Rs. 5.00
Name
Address
NIC No.
Folio No.
CDC A/c No.
NIC No.
NOTES:
1. This form of proxy duly completed must be deposited at the Company's Shares Department at 129/1 Old Bahawalpur Road,
Multan or Company's Share Registrar VISION CONSULTING LIMITED, 3-C, LDA Flats, Lawrance Road, LAHORE not later than 48
hours before the time of meeting.
2. Any individual beneficial owner of CDC, entitled to attend and vote at this meeting, must bring his/her NIC or Passport, to prove
his/her identity, and in case of Proxy must enclose an attested copy of his/her NIC or Passport, Representatives of corporate
members should bring the usual documents required for such purpose.
157Annual Report 2013
158 Fazal Cloth Mills Limited
Fazal Cloth Mills Ltd.Head Office / Shares Department
129/1, Old Bahawalpur Road, Multan.Phone: (92) 61-4579001-7, 4587632, 4781637
Registered Office69/7, Abid Majeed Road, Survey # 248/7,
Lahore Cantt, Lahore.Phone: (92) 300-8631543