MAPLE LEAF CEMENT FACTORY LIMITED Table of Contents
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MAPLE LEAF CEMENT FACTORY LIMITED Table of Contents Mission Statement 2 Corporate Strategy 3 Statement of Ethics and Business Practices 5 Company Profile 7 Company Information 9 Notice of Annual General Meeting 10 Directors’ Report to the Shareholders 11 Six Years Summary 16 Pattern of Shareholding 17 Statement of Compliance with the Code of Corporate Governance 22 Review Report to the Members on Statement of Compliance with Best Practices of Code of Corporate Governance 24 Auditors’ Report to the Members 25 Balance Sheet 26 Profit and Loss Account 28 Statement of other Comprehensive Income 29 Cash Flow Statement 30 Statement of Changes in Equity 31 Notes to the Accounts 32 Proxy Form ANNUAL REPORT 2010 Mission Statement “The Maple Leaf Cement Factory Limited stated mission is to achieve and then remain as the most progressive and profitable company in Pakistan in terms of industry standards and stakeholders interests. The company shall achieve its mission through a continuous process of having sourced and implemented the best leading edge technology, industry best practice, human resource and by conducting its business professionally and efficiently with responsibility to all its stakeholders and community.” 02 ANNUAL REPORT 2010 Corporate Strategy We at Maple Leaf Cement Factory Limited manufacture and market different types of consistently high quality cement, according to the demanding requirements of the construction industry. Our strategy is to be competitive in the market through quality and efficient operations. As a responsible member of the community, we are committed to serve the interest of all our stakeholders and contribute towards the prosperity of the country. ANNUAL REPORT 2010 03 04 ANNUAL REPORT 2010 Statement of Ethics and Business Practices For the Year 2010 - 2011 The following principles constitute the code of conduct which all Directors and employees of Maple Leaf Cement Factory Limited are required to apply in their daily work and observe in the conduct of Company's business. While the Company will ensure that all employees are fully aware of these principles, it is the responsibility of each employee to implement the Company's policies. Contravention is viewed as misconduct. The code emphasizes the need for a high standard of honesty and integrity which are vital for the success of any business. PRINCIPLES 1. Directors and employees are expected not to engage in any activity which can cause conflict between their personal interest and the interest of the Company such as interest in an organization supplying goods/services to the company or purchasing its products. In case a relationship with such an organization exists the same must be disclosed to the Management. 2. Dealings with third parties which include Government officials, suppliers, buyers agents and consultants must always ensure that the integrity and reputation of the Company is not in any way compromised. 3. Directors and employees are not allowed to accept any favours, gifts or kickbacks from any organization dealing with the Company. 4. Directors and employees are not permitted to divulge any confidential information relating to the Company to any unauthorized person. Nor should they issue any misleading statements pertaining to the affairs of the Company. 5. The Company has strong commitment to the health and safety of its employees and preservation of environment and the Company will preserve towards achieving continuous improvement of its HSE performance by reducing potential hazards preventing pollution and improving awareness. Employees are required to operate the Company's facilities and processes keeping this commitment in view. 6. Commitment and team work are key elements to ensure that the Company's work is carried out effectively and efficiently. Also all employees will be equally respected and actions such as sexual harassment and disparaging remarks based on gender, religion, race or ethnicity will be avoided. ANNUAL REPORT 2010 05 06 ANNUAL REPORT 2010 Company Profile Maple Leaf Cement is a part of Kohinoor Maple Leaf Group (KMLG). The Group comprises of companies, which are ranked amongst the top companies in the cement and textile sector. Maple Leaf Cement Factory Limited (MLCFL) is one of the pioneers of cement industry in Pakistan. MLCFL owns and operates three production lines for grey and three production lines for white cement. The plants are located at Daudkhel District Mianwali. Total annual clinker capacity of the Company is recorded at 3,690,000 tons. v MLCFL was established by the West Pakistan v In 1998, separate production line for grey Industrial Development Corporation (WPIDC) Portland cement of 990,000 tons per annum in 1956 and was incorporated as “Maple Leaf clinker capacity based on most modern dry Cement Factory Limited” in April, 1960. The process technology was installed. capacity of the plant was 300,000 tons clinker per annum. v In 1967, a company with the name of “White v In 2000, Maple Leaf Electric Company Limited Cement Industries Limited” (WCIL) was (MLEC) a power generation unit was merged established with the clinker capacity of 15,000 into the Company. tons per annum. v In 1974, under the WPIDC Transfer of Projects v In 2004, the coal conversion project at new and Companies Ordinance, the management dry process plant was completed. of two companies, namely MLCFL and WCIL were transferred to the newly established State Cement Corporation of Pakistan (SCCP). v In 1983, SCCP expanded WCIL's white cement v In 2005, dry process plant capacity was plant by adding another unit of the same increased from 3,300 tpd to 4,000 tpd through capacity parallel to the existing one, increasing debottlenecking and up-gradation of equipment total capacity to 30,000 tons clinker per annum. and necessary adjustments in operational parameters. v In 1986, SCCP set up another production unit v In 2006, a project to convert the existing wet of grey cement under the name of Pak Cement process line to a fuel efficient dry process white Company Limited (PCCL) with a capacity of cement line which commenced its commercial 180,000 tons per annum. production. v In 1992, MLCFL, WCIL and PCCL were v In 2007, the Company undertook another privatised and transferred to the KMLG. All expansion project of 6,700 tpd grey clinker three companies were merged into Maple Leaf capacity which commenced its commercial Cement Factory Limited on July 01, 1992. production on November 01, 2007. v In 1994, the Company was listed on all Stock v In 2008, two existing lines of white cement 50 Exchanges in Pakistan. tpd each clinker capacity converted into oil well cement plant which started its commercial production. ANNUAL REPORT 2010 07 08 ANNUAL REPORT 2010 COMPANY INFORMATION Board of Directors KASB Bank Limited Mr. Tariq Sayeed Saigol MCB Bank Limited Chairman Meezan Bank Limited Mr. Sayeed Tariq Saigol Mybank Limited Chief Executive National Bank of Pakistan Mr. Taufique Sayeed Saigol NIB Bank Limited Mr. Waleed Tariq Saigol Pak Brunei Investment Company Limited Mr. Kamil Taufique Saigol Pak-Libya Holding Company (Pvt.) Limited Ms. Bushra Naz Malik Pak Oman Investment Company Limited Mr. Zamiruddin Azar Saudi Pak Industrial & Agricultural Investment Co. Mr. Per Mejnert Kristensen (Pvt.) Limited (Representing FLS & IFU, Denmark) Silk Bank Limited Soneri Bank Limited Audit Committee Standard Chartered Bank (Pakistan) Limited Mr. Zamiruddin Azar The Bank of Khyber Chairman The Bank of Punjab Mr. Waleed Tariq Saigol HSBC Bank Middle East Limited Member United Bank Limited Mr. Kamil Taufique Saigol Member Auditors M. Yousuf Adil Saleem & Co. Chief Financial Officer Chartered Accountants Ms. Bushra Naz Malik Legal Advisors Company Secretary Mr. Nomaan Akram Raja Barrister-At-Law Mr. Muhammad Ashraf Raja Mohammad Akram & Co. Internal Auditor Advocates and Legal Consultants, Lahore. Mr. Zeeshan Ahmad Registered Office Bankers of the Company 42 - Lawrence Road, Lahore. Allied Bank Limited Phone : (042) 36278904-5 Arif Habib Bank Limited Fax : (042) 36363184 Askari Bank Limited E-mail : [email protected] Atlas Bank Limited Website : www.kmlg.com Bank Alfalah Limited Share Registrar Bank Al-Habib Limited Vision Consulting Limited BankIslami Pakistan Limited Head Office: 3-C, LDA Flats, Dawood Islamic Bank Limited Lawrence Road, Lahore Deutsche Bank Limited Phone : (042) 36375531 & 36375339 Faysal Bank Limited Fax : (042) 36374839 First Dawood Islamic Bank Limited E-mail : [email protected] First Women Bank Limited Website : www.vcl.com.pk Habib Bank Limited IGI Investment Bank Limited Factory Islamic Corporation for the Development Iskanderabad Distt. Mianwali. of the Private Sector, Jeddah Phone : (0459) 392237-8 ANNUAL REPORT 2010 09 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the 50th Annual General Meeting of the members of Maple Leaf Cement Factory Limited (the “Company”) will be held on Saturday, October 30, 2010 at 11:30 a.m. at its Registered Office, 42-Lawrence Road, Lahore, to transact the following business:- 1) To confirm the minutes of the last Extraordinary General Meeting held on May 03, 2010. 2) To receive, consider and adopt the audited accounts of the Company for the year ended June 30, 2010 together with the Directors' and Auditors' Reports thereon. 3) To appoint Auditors for the ensuing year and fix their remuneration. The present auditors M/s M. Yousuf Adil Saleem & Co., Chartered Accountants, retire and being eligible, offer themselves for re-appointment. 4) To transact any other business with the permission of the Chair. BY ORDER OF THE BOARD (MUHAMMAD ASHRAF) Lahore: October 09, 2010 Company Secretary Notes: 1. Share Transfer Books of the Company will remain closed from October 23, 2010 to October 30, 2010 (both days inclusive). Physical transfers / CDS Transaction IDs received in order at Share Registrar M/s Vision Consulting Ltd, 3-C, LDA Flats, Lawrence Road, Lahore upto the close of business on October 22, 2010 will be considered in time.