Engro Chemical (Pakistan) Ltd - 2004
================================================================================================
BALANCE SHEET AS AT DECEMBER 31, 2004
================================================================================================
                                                                 Notes      2004            2003
                                                                                        (Rupees)
================================================================================================
SHARE CAPITAL AND RESERVES
Share Capital
Authorised
200,000,000 Ordinary shares of Rs 10 each                              2,000,000       2,000,000
Issued, subscribed and paid-up                                    3    1,529,400       1,529,400
Reserves - revenue                                                     4,429,240       4,129,240
Unappropriated profit                                                    627,244         540,189
                                                                       5,056,484       4,669,429
                                                                       6,585,884       6,198,829
NON CURRENT LIABILITIES
Redeemable capital                                                4    2,575,000       2,661,500
Long term loan                                                    5            -         574,000
Liability against asset subject to finance lease                  6        4,515               -
Deferred taxation                                                 7      966,295         848,722
Retirement and other service benefits                             8       68,514         187,889
                                                                       3,614,324       4,272,111
CURRENT LIABILITIES
Current portion of:
- redeemable capital                                              4    1,086,500         587,500
- long term loans                                                 5      594,500               -
- liability against asset subject to finance lease                6        2,085               -
- other service benefits                                          8       22,471          23,421
Short term borrowings                                             9            -         322,635
Trade and other payables                                         10    1,236,790       1,247,570
Taxation                                                                       -         158,931
Dividends                                                        11       42,803          54,000
                                                                       2,985,149       2,394,057
CONTINGENCIES AND COMMITMENTS                                    12
                                                                      13,185,357      12,864,997
FIXED ASSETS
Property, plant and equipment                                    13    7,096,330       7,158,655
Intangible assets                                                14        9,938          16,926
                                                                       7,106,268       7,175,581
LONG TERM INVESTMENTS                                            15    1,424,557       1,424,557
LONG TERM LOANS AND ADVANCES                                     16       51,928          75,223
CURRENT ASSETS
Stores, spares and loose tools                                   17      587,288         566,922
Stock-in-trade                                                   18      484,748         385,582
Trade debts                                                      19      522,608         640,243
Loans, advances,
 deposits and prepayments                                        20      477,636         124,768
Other receivables                                                21       64,662          55,031
Taxation                                                                                 160,291
Short term investments                                           22      864,223         766,022
Cash and bank balances                                           23    1,441,148       1,651,068
                                                                       4,602,604       4,189,636
                                                                      13,185,357      12,864,997
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================================================================================================
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED DECEMBER 31, 2004
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                                             (AMOUNTS IN THOUSAND EXCEPT FOR EARNINGS PER SHARE)
                                                                Notes       2004            2003
                                                                                                
================================================================================================
Net sales                                                        24   12,797,662      11,884,302
Cost of sales                                                    25   (9,528,215)    (8,309,937)
GROSS PROFIT                                                           3,269,447       3,574,365
Selling and distribution expenses                                26   (1,036,509)    (1,040,027)
                                                                       2,232,938       2,534,338
Other income                                                     27      558,154         392,093
Other operating charges                                          28    (190,328)       (231,370)
Financial charges                                                29    (285,711)       (371,810)
                                                                       (476,039)       (603,180)
PROFIT BEFORE TAXATION                                                 2,315,053       2,323,251
Taxation                                                         30    (704,478)       (766,468)
PROFIT AFTER TAXATION                                                  1,610,575       1,556,783
Earnings per share - Basic and diluted                           31    Rs. 10.53       Rs. 10.18
================================================================================================
Appropriations have been reflected in the statement of changes in equity.

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED DECEMBER 31, 2004
======================================================================================================================
                                                                                                 (AMOUNTS IN THOUSAND)
----------------------------------------------------------------------------------------------------------------------
                                                    Share   Capital Reserve              Revenue Reserve         Total
                                                  Capital       - Issue of          General      Unappro--
                                                              Bonus Shares                       priated Profit
                                                                                                 (restated)
                                        NOTES                                                      (Rupees)
======================================================================================================================
Balance as at January 1, 2003                  1,390,364           139,036         3,794,240          6,636  5,330,276
as previously reported
Effect of change in accounting policy   11.1
Final Dividend for the year
ended December 31, 2002
declared subsequent to year end                         -                -                 -        486,628    486,628
Balance as at January 1, 2003 (restated)       1,390,364           139,036         3,794,240        493,264  5,816,904
Final Dividend for the year ended
December 31, 2002 @ Rs 3.50 per share                                                      -      (486,628)  (486,628)
Bonus shares issued during the year               139,036        (139,036)                                -          -
Profit for the year                                     -                -                 -      1,556,783  1,556,783
Interim dividends
1st @ Rs. 2.50 per share                                -                -                 -      (382,350)  (382,350)
2nd @ Rs. 2.00 per share                                -                -                 -      (305,880)  (305,880)
Transfer to general reserve                             -                -           335,000      (335,000)          -
Balance as at December 31, 2003                 1,529,400                -         4,129,240        540,189  6,198,829
Balance as at January 1, 2004                   1,529,400                -         4,129,240          4,899  5,663,539
as previously reported
Effect of change in accounting policy   11.1
Final Dividend for the year
ended December 31, 2003
declared subsequent to year end                         -                -                 -        535,290    535,290
Balance as at January 1, 2004 (restated)        1,529,400                -         4,129,240        540,189  6,198,829
Final Dividend for the year ended
 December 31, 2003 @ Rs 3.50 per share                  -                -                 -      (535,290)  (535,290)
Profit for the year                                     -                -                 -      1,610,575  1,610,575
Interim dividends:
1st @ Rs. 2.50 per share                                -                -                 -      (382,350)  (382,350)
2nd @ Rs. 2.00 per share                                -                -                 -      (305,880)   305,880)
Transfer to general reserve                             -                -           300,000      (300,000)          -
Balance as at December 31, 2004                 1,529,400                -         4,429,240        627,244  6,585,884
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CASH FLOW STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2004
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                                                                 (AMOUNTS IN THOUSAND)
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                                                                Notes       2004            2003
================================================================================================
Cash generated from operations                                   33    2,422,235       2,757,823
Retirement and other
 service benefits paid                                                 (256,926)        (70,718)
Financial charges paid                                                 (283,883)       (480,693)
Taxes paid                                                             (906,127)       (450,239)
Long term loans and advances                                              23,295          32,085
Net cash inflow from
 operating activities                                                    998,594       1,788,258
Capital expenditure                                                    (520,106)       (370,140)
Sale proceeds on disposal
 of fixed assets                                                          19,751          16,779
Income on deposits/bonds                                                  42,372          44,857
Long term Investments                                                          -        (84,557)
Dividends received                                                       485,921         323,000
Net cash inflow/(outflow)
 from investing activities                                                27,938        (70,061)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from redeemable capital                                       1,000,000       1,350,000
Repayment of redeemable capital                                        (587,500)     (1,543,949)
Asset subject to finance lease                                             6,600               -
Proceeds from long term loans                                                  -         574,000
Repayment of long term loans                                                   -       (528,926)
Dividends paid                                                       (1,234,716)     (1,258,875)
Net cash (outflow) from
 financing activities                                                  (815,616)     (1,407,750)
Net increase in cash and
 cash equivalents                                                        210,916         310,447
Cash and cash equivalents
 at the beginning of the year                                          2,094,455       1,784,008
Cash and cash equivalents
 at the end of the year                                          34    2,305,371       2,094,455
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2004
1. STATUS AND NATURE OF BUSINESS

The Company is a public listed company incorporated in Pakistan. The principal activity of the Company is manufacturing, purchasing and marketing of fertilizers. The Company is also involved in the production and marketing of seeds and has invested in joint ventures engaged in chemical related activities. As part of its diversification strategy, controlling interest was acquired in a company offering industrial solutions in automation and control.
2. SIGNIFICANT ACCOUNTING POLICIES

2.1. STATEMENT OF COMPLIANCE

2.1.1. These financial statements have been prepared in accordance with the requirements of the Companies Ordinance, 1984 (the Ordinance) and approved accounting standards as applicable in Pakistan. Approved accounting standards comprise of such International Accounting Standards (IASs) as notified under the provisions of the Ordinance.

Wherever, the requirements of the Companies Ordinance, or directives issued by the Securities and Exchange Commission of Pakistan (SECP) differ with the requirements of these standards, the requirements of the Ordinance or the requirements of the said directives take precedence.

2.1.2.

During the year, the SECP substituted Fourth Schedule to the Ordinance which is effective from financial year ending on or after July 5, 2004. This has resulted in the change in accounting policy pertaining to recognition of dividends proposed subsequent to the year end (note 11.1) and certain reclassifications of previous year figures (note 41).

2.2. ACCOUNTING CONVENTION

These financial statements have been prepared under the historical cost convention, except for available for sale investments, which have been recognized at fair value and recognition of certain staff retirement benefits at present value.

2.3. TAXATION

CURRENT TAXATION

Provision for current taxation is based on the taxable income for the year determined in accordance with the prevailing law for taxation on income. The charge for current tax also includes adjustments, where considered necessary, to provision for tax made in previous years, arising from assessments framed during the year, for such years.

DEFERRED TAXATION

Deferred tax has been provided using the liability method on all major temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements.

2.4. RETIREMENT AND OTHER SERVICE BENEFITS

DEFINED CONTRIBUTION PLAN

The Company operates a defined contribution provident fund for its employees. Monthly contributions are made both by the Company and the employees to the fund at the rate o 10% of basic salary.

DEFINED BENEFIT PLANS AND OTHER SERVICE BENEFITS

-- The Company operates:

-- defined benefit funded pension scheme for its management employees, and;

-- defined benefit funded gratuity schemes for its management and non-management employees.

The pension scheme provides lifetime pension to retired employees or to their spouses Contributions are made annually to these funds on the basis of actuarial recommendations.

-- The Company also operates unfunded schemes for resignation gratuity of certain management employees and for retirement of other employees. Provisions are made cover the obligations on the basis of actuarial recommendations.

-- The Company recognizes actuarial gains / losses over the expected future services of current members, using the recommended approach under IAS 19, Employee Benefits.

-- Actuarial valuations of the schemes are undertaken at appropriate regular intervals and the latest valuation was carried out at December 31, 2003.

-- Provision is also made under a service incentive plan for certain category of experienced employees to continue in the Company's employment.

2.5. TRADE AND OTHER PAYABLES

Liabilities for trade and other amounts payable are carried at cost.

2.6. PROPERTY, PLANT AND EQUIPMENT

-- Operating assets are stated at cost less accumulated depreciation whereas capital work-in-progress is stated at cost. Borrowing and other related costs specific to a project during its construction period are capitalized.

-- Depreciation is charged to income using the straight-line method whereby the cost of an operating asset is written off over its estimated useful life. Depreciation on additions is charged from the month in which the asset is put to use and on disposals up to the month the asset is in use.

-- Maintenance and repairs are charged to income as and when incurred. Major renewals and betterments are capitalized and the assets so replaced, if any, other than those kept as standby items are retired.

Gains and losses on disposal of assets are included in income currently.

2.7. FINANCE LEASES

Leases of property, plant and equipment where the company has substantially all the risks and rewards of ownership, are classified as finance lease. Assets subject to finance lease are stated at the lower of present value of minimum lease payments under the lease agreement and the fair value of the assets acquired on lease.

Outstanding obligations under the lease less finance charges allocated to future periods are shown as a liability. Value of leased assets is depreciated over the useful life of the asset using the straight line method. Depreciation on leased assets is charged to income.

Finance charges under lease agreements are allocated to the periods during the lease term so as to produce a constant periodic rate of financial cost on the remaining balance of principal liability for each period.

2.8. INTANGIBLE ASSETS

Costs that are directly associated with identifiable software products controlled by the Company and have probable economic benefit beyond one year are recognised as intangible assets.

Intangible assets are stated at cost less accumulated amortisation and impairment losses, if any. Intangible assets are amortised on a straight line basis over their estimated useful lives.

2.9. INVESTMENTS

Subsidiary and joint venture companies

Investments in subsidiary and joint venture companies are stated at cost or net of provision for impairment, if any.

HELD-TO-MATURITY INVESTMENTS

Investments with a fixed maturity that the Company has the intent and ability to hold to maturity are classified as held-to-maturity investments. Held-to-maturity investments are carried at amortized cost using the effective interest rate method.

AVAILABLE-FOR-SALE INVESTMENTS

Investments, which may be sold in response to needs for liquidity or changes in interest rates, are classified as available-for-sale investments. Available for sale carried at fair value. Surplus / deficit arising from re-measurement is account. Investments are treated as current assets where the intention is twelve months from the balance sheet date. Otherwise investment assets.

2.10. STORES, SPARES AND LOOSE TOOLS

Stores, spares and loose tools are valued at weighted average cost except for items in transit which are stated at cost. A provision is made for any excess book value over estimated realizable value of items identified as surplus to the Company's requirements. Adequate provision is also made for slow moving items.

2.11. STOCK-IN-TRADE

Stock in trade is valued at the lower of cost and net realizable value. Cost is determined by the weighted average method. Cost includes applicable purchase cost and manufacturing expenses.

The cost of work-in-process includes material and proportionate conversion costs. Net realizable value is the estimated selling price in the ordinary course of business less the costs of completion and selling expenses.

2.12. TRADE DEBTS AND OTHER RECEIVABLES

Trade debts are recognized and carried at original invoice amount less provision for doubtful debts. Other receivables and receivables from related parties are recognized and carried at cost.

2.13. CASH AND CASH EQUIVALENTS

Cash and cash equivalents are carried in the balance sheet at cost. For the purposes of cash flow statements, cash and cash equivalents comprise cash in hand, balances with banks and short term placements readily convertible to known amounts of cash and subject to insignificant risk of changes in value.

Cash and cash equivalents also include bank overdrafts / short term borrowings that are repayable on demand and form an integral part of the Company's cash management.

21.4. FINANCIAL ASSETS AND LIABILITIES

All financial assets and liabilities are initially measured at cost, which is the fair value of the consideration given and received respectively. These financial assets and liabilities are subsequently measured at lair value, amortized cost or cost, as the case may be.

2.15. PROVISIONS

Provisions are recognized in the balance sheet when the Company has a legal or constructive obligation as a result of past events and it is probable that outflow of 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.

2.16. FOREIGN CURRENCY TRANSLATION

Transactions in foreign currencies are accounted for in Pak Rupees at exchange rates prevailing at the date of the transactions. Assets and liabilities in foreign currencies are translated into Pak Rupees at rates of exchange prevailing at the balance sheet date. Exchange gains and losses are included in income currently.

2.17. REVENUE RECOGNITION

-- Sales are recognized when product is despatched to customers.

-- Income on deposits / bonds is recognized on accrual basis.

-- Dividend income is recognized when the Company's right to receive the payment has been established.

2.18. DERIVATIVE FINANCIAL INSTRUMENTS

Derivative financial instruments are recognised in the balance sheet at fair value. All derivative financial instruments are carried as assets when fair value is positive and liabilities when fair value is negative.

2.19. TRANSACTIONS WITH RELATED PARTIES

Sales, purchases and other transactions with related parties are carried out on commercial terms and conditions.

2.20. IMPAIRMENT LOSSES

The carrying amount of the Company's assets are reviewed at each balance sheet date to determine whether there is any indication of impairment loss. If any such indication exists, the asset's recoverable amount is estimated in order to determine the extent of the impairment loss, if any. Impairment losses are recognized as expense in the profit and loss account.

2.21. RESEARCH AND DEVELOPMENT COSTS

Research and development costs are charged to income as and when incurred.
3. ISSUED, SUBSCRIBED AND PAID-UP CAPITAL
===========================================================================
 2004               2003                                2004           2003
        (Numbers)                                            (Rupees)
===========================================================================
40,352,000    40,352,000     Ordinary shares of
                             Rs.10 each fully paid
                             in cash                 403,520        403,520
112,588,079  112,588,079     Ordinary shares of
                             Rs.10 each issued
                             as fully paid bonus
                             shares                1,125,880      1,125,880
152,940,079   152,940,079                          1,529,400      1,529,400
===========================================================================
4. REDEEMABLE CAPITAL

Secured (Non-participatory)

Long term finance utilised under mark-up arrangements
=======================================================================================================
                                                      Installments                      2004       2003
                                                    Number      Commencing from                (Rupees)
=======================================================================================================
- National Bank of Pakistan (1)                2 half yearly  December 15, 2006      400,000    400,000
- National Bank of Pakistan (2)                8 half yearly      June 17, 2004      262,500    350,000
- United Bank Limited                          5 half yearly September 30, 2006      920,000    460,000
- Muslim Commercial Bank Limited               5 half yearly September 30, 2006      680,000    340,000
- Standard Chartered Bank                      5 half yearly September 30, 2006      400,000    200,000
Term Finance Certificates (TFCs)
- lst Tranche                                                                              -    499,600
- 2nd Tranche                                                                        999,000    999,400
                                                                                     999,000  1,499,000
                                                                                   3,661,500  3,249,000
Less: Current portion shown under current liabilities                              1,086,500    587,500
                                                                                   2,575,000  2,661,500
=======================================================================================================
4.1. The long term finance carry mark-up ranging between 1.0% - 1.05% (2003:1.0% - 1.05%) six months Government Treasury Bills.

4.2. The TFCs have an embedded call option for early redemption exercisable by the Group the third year with three months notice. The principal amount of TFCs is to be repaid in equal semi-annual installments in arrears after a grace period of approximately 36 months from the date of issue.
=================================================================================
                    Installment          Repayment                 Rate of Profit
                       Payable            period
=================================================================================
TFC - 2nd Tranche    half yearly         2002-2007        1 % over the base rate*
                                                            with floor of 11% and
                                                                  cap of 15% p.a.
=================================================================================
* weighted average of last three cut off rates of 5 years Pakistan Investment Bonds.

The Company intends to call these TFCs at the earliest call dates. The first tranche was called during the year and the second tranche can be called in July 2005.

4.3. The above finances are secured by an equitable mortgage upon the immovable property of the Company and floating charge over current and future assets of the Company.

4.4. In view of the substance of the transactions, the sale and repurchase of assets under long finance have not been recorded in these financial statements.

4.5. The Company has entered into an interest rate swap agreement with the Citibank Pakistan for a notional amount of Rs 1 billion, amortizing up to September 2008.

Under swap arrangement, the Company would receive average of last three cut-off yields of six months Government treasury bills from Citibank on notional amount and pay six months US $ LIBOR plus 1.47% which will be settled semi-annually. The Company has the option of unwinding whole or part of the swap transaction at any semi-annual settlement date with prior notice to the bank.
5. LONG TERM LOANS
====================================================================================================
                                         Limit in    Outstanding in foreign currency
                               Currency  foreign      2004            2003             2004     2003
                                         currency
                                                                                            (Rupees)
====================================================================================================
Loan - secured
Citibank N.A.                  US$       10,000       10,000          10000          594500  574,000
                                                                                    594,500  574,000
Less: Current portion
 shown under current
 liabilities                                                                        594,500        -
                                                                                          -  574,000
====================================================================================================
The details of the above loan are given in notes 5.1 to 5.2 below:

5.1.
==============================================================================================
                                                                         Repayment
    Loans        Rate of interest per annum          Currency  Number of              Due date
                                                               installments
==============================================================================================
Citibank N.A.    1% to 2% above six months           PKR       Lump sum         April 15, 2005
                 LIBOR
==============================================================================================
5.2. Citibank loan is secured by lien over USD Bonds (US$ 10,000) and second ranking floating charge over current and future assets of the Company.
6. LIABILITY AGAINST ASSETS SUBJECT TO FINANCE LEASE

6.1. During the year, the Company entered into a lease agreement with a financial institution for lease of a vehicle. The liability under this agreement is payable by the year 2007 and is subject to finance charges @ 6% per annum used as the discount factor. The Company intends to exercise its option to purchase the leased vehicle for Rs. 50 upon completion of the lease period.

6.2. The amount of future payments for the finance leases and the periods in which these payments will become due are as follows:
===============================================================
Year                                                       2004
                                                       (Rupees)
===============================================================
2005                                                      2,417
2006                                                      2,400
2007                                                      2,400
                                                          7,217
Less: Finance
 charges not due                                            617
                                                          6,600
Less: Current portion shown under
 current liabilities                                      2,085
                                                          4,515
===============================================================
7. DEFERRED TAXATION
================================================================================================
                                                                            2004            2003
                                                                                        (Rupees)
================================================================================================
Credit/(debit) balances
 arising on account of:
Accelerated depreciation allowance                                     1,026,353         964,627
Provision for - retirement benefits                                     (31,845)        (73,959)
- slow moving stores and spares/
doubtful receivables                                                    (23,176)        (36,909)
Others                                                                   (5,037)         (5,037)
                                                                         966,295         848,722
================================================================================================
8. RETIREMENT AND OTHER SERVICE BENEFITS
================================================================================================
                                                                            2004            2003
                                                                 Notes                  (Rupees)
================================================================================================
Retirement benefits:
Opening balance                                                          177,475         143,691
Expense recognised                                                        52,762          59,947
Amount allocated
 to capital work-in-progress                                                   -             188
Contributions made                                                     (210,277)        (26,351)
                                                                          19,960         177,475
Less:
- Payable to Pension fund                                         10           -          26,442
- (Receivable
 from)/Payable to Gratuity funds
                                                             10 & 21     (5,520)           7,259
                                                                         (5,520)          33,701
Closing balance                                                           25,480         143,774
Other service benefit plan                                                65,505          67,536
Less : Current portion
 shown under current liabilities                                          22,471          23,421
                                                                          43,034          44,115
                                                                          68,514         187,889
================================================================================================
8.1. THE AMOUNTS RECOGNISED IN THE BALANCE SHEET ARE AS FOLLOWS
====================================================================================
                                            Defined          Defined         Defined
                                            Benefit          Benefit         Benefit
                                       Pension Plan   Gratuity Plans      Separation
                                                                       Gratuity Plan
                                                            (Rupees)
====================================================================================
Present value of funded obligations         777,572          184,533               -
Fair value of plan assets                 (726,601)        (190,053)               -
Deficit / (Surplus)                          50,971          (5,520)               -
Present value of unfunded
obligations                                       -                -          24,504
Unrecognized actuarial gainl(loss)         (50,971)                -             976
Net liability at the end of the year              -          (5,520)          25,480
====================================================================================
8.2. MOVEMENTS IN NET LIABILITY RECOGNISED
====================================================================================
                                            Defined          Defined         Defined
                                            Benefit          Benefit         Benefit
                                       Pension Plan   Gratuity Plans      Separation
                                                                       Gratuity Plan
                                                            (Rupees)
====================================================================================
Net liability at the beginning
of the year                                  95,846           59,170          22,459
Expense recognised                           36,276           13,540           2,946
Contributions made                        (132,122)         (78,230)              75
Net liability at the end of the year              -          (5,520)          25,480
====================================================================================
8.3. The following amounts have been charged in the profit and loss account in respect retirement benefit schemes.
================================================================================================
                                                                            2004            2003
                                                                                        (Rupees)
================================================================================================
Defined benefit plans
Current service cost                                                      38,146          34,495
Interest cost                                                             52,649          40,115
Expected return on plan assets                                          (38,237)        (31,157)
Transitional obligation recognised                                             -          17,172
Net actuarial gain
 recognised in current year                                                  204           (678)
                                                                          52,762          59,947
Defined contribution plan                                                 26,551          27,445
================================================================================================
8.4. Actual returns on funded plan assets during 2003 were Rs 127,027.

8.5. PRINCIPAL ACTUARIAL ASSUMPTIONS

Projected unit credit method, based on the following significant assumptions, was used for valuation of the schemes mentioned above:

-- discount rate at 8% p.a.,

-- expected long term rate of increase in salaries for employees at 8% pa.; and

-- expected long term rate of return on investment at 8% p.a.

8.6. During the year, gratuity scheme for non management employees, hitherto an unfunded plan, was converted into funded status.
9. SHORT TERM BORROWINGS - SECURED
================================================================================================
                                                                            2004            2003
                                                                Note                    (Rupees)
================================================================================================
Running finance
 utilised from banks                                             9.1           -         322,635
                                                                               -         322,635
================================================================================================
9.1. The facility for short term running finance available from various banks amounts Rs. 2,400,000 (2003: Rs. 2,237,500).

The rates of mark-up range from 1.4% to 9.5% (2003: 1.6% to 12%) and the facilities secured by floating charge upon all current and future moveable property of the Comp and lien over Special US Dollar Bonds of US $ 1,499 referred to in note 22.1.
10. TRADE AND OTHER PAYABLES
================================================================================================
                                                                            2004            2003
                                                             Notes                      (Rupees)
================================================================================================
Creditors                                                                296,915         515,887
Accrued liabilities                                                      281,531         257,974
Payable to:
- Pension fund                                                8                -          26,442
- Gratuity fund                                               8                -           7,259
                                                                               -          33,701
Advances from customers
Financial charges accrued on secured                                     582,654         218,431
- redeemable capital
 and long term loans                                                      40,363          35,634
- short term borrowings                                                    2,095           4,996
Deposits from dealers refundable on
 termination of dealership                                                 6,957           8,884
Sales tax payable
                                                                               -         134,718
Contractors' deposits and retentions                                       8,560           8,510
Workers' profits
 participation fund                                        10.1            1,594           4,607
Workers' welfare fund                                                     16,121          24,228
                                                                       1,236,790       1,247,570
================================================================================================
10.1. WORKERS' PROFITS PARTICIPATION FUND
================================================================================================
                                                                            2004            2003
                                                               Notes                    (Rupees)
================================================================================================
Balance at the beginning of the year                                       4,607           8,090
Interest on funds
 utilised in the Company's business
                                                                29            30             648
Allocation for the year                                         28       123,565         124,607
Less: Amount paid to
 the Trustees of the Fund                                                126,608         128,738
                                                                           1,594           4,607
================================================================================================
11. DIVIDENDS
================================================================================================
                                                                           (AMOUNTS IN THOUSAND)
                                                     Notes                  2004            2003
================================================================================================
Unclaimed                                                                 42,803          54,000
Proposed final                                        11.1 & 11.2              -               -
                                                                          42,803          54,000
================================================================================================
11.1. The Company, effective from current year, has not recognised the final dividend, proposed subsequent to the year end, as a liability to comply with the substituted Fourth Schedule to the Ordinance, as referred to in note 2.1.1.

Such a change in policy has been accounted for retrospectively and comparative financial statements have been restated in accordance with the recommended benchmark treatment of IAS 8. Had there been no change, the unappropriated profit and the current liabilities for the year ended December 31, 2004 would have been lower and higher respectively by Rs.611,760 (2003: Rs. 535,290).

11.2. The Board of Directors have proposed a final dividend for the year ended December 31, 2004 of Rs. 4 per share, amounting to Rs. 611,760 at their meeting held on February 10, 2005, for approval of the members at the Annual General Meeting to be held on March 31, 2005. These financial statements do not reflect this dividend payable, as explained in note 11.1.
12. CONTINGENCIES AND COMMITMENTS

CONTINGENCIES

12.1. Claims, including pending lawsuits, against the Company not acknowledged as debt amounted to Rs. 45,412 (2003: Rs. 57,202).

12.2. Corporate guarantee of Rs. 143,682 (2003: Rs. 305,418) have been issued to banks in favour of subsidiary companies.

12.3. The Company is contesting the penalty of Rs. 99,936 paid and expensed in 1997, imposed by the State Bank of Pakistan (SBP) for alleged late payment of foreign exchange risk cover fee on long term loans and has filed a suit in the High Court of Sindh. A partial refund of Rs 62,618 was, however, recovered in 1999 from SBP and the recovery of the balance amount is dependent on Court's decision.

12.4. The Company had commenced two separate arbitration proceedings against the Government of Pakistan for non-payment of marketing incidentals relating to the year 1983-84 and 1985-86 respectively.

The sole arbitrator in the second case has awarded the Company Rs. 47,800 and it is hoped that the award for the earlier years will be announced shortly. The award for the second arbitration has not been recognised due to inherent uncertainties arising from its challenge in the High Court.

12.5. CAPITAL COMMITMENTS OUTSTANDING

COMMITMENTS
================================================================================================
                                                                            2004            2003
                                                                                        (Rupees)
================================================================================================
Plant and machinery                                                      111,425         217,319
================================================================================================


13. PROPERTY, PLANTAND EQUIPMENT
=======================================================================================================================================================
                                                                                 Plant   Furniture, Fixtures
                                 Land                 Building                     and        and Equipment   Vehicles                 2004        2003
                            Free hold   Lease hold   Free hold   Lease hold  Machinery                             Own    Leased
                    NOTES                              (Rupees)                                    (Rupees)
=======================================================================================================================================================
Cost
At 1st January                 12,820      187,396     478,096     270,889   8,912,047              360,631    151,952         -  10,373,831 10,047,495
Additions                           -       25,877       1,083     314,505      22,353               36,467      6,600   406,885    359,206
Disposals
/transfers                          -            -           -           -       (153)             (14,021)   (45,305)         -     (59,479)  (32,869)
                                                                                                   *(4,982)                           (4,982)
Transfers
                    13.1                        -            -           -           -     160,409                    -          -         -    160,409
At 31st December               12,820      187,396     503,973     271,972   9,386,808              363,981    143,114     6,600  10,876,664 10,373,832
Depreciation
At 1st January                      -       33,652     179,816      18,207   3,306,860              189,392     94,454         -   3,822,381  3,340,714
Accumulated
depreciation
transfers           13.1            -            -           -           -      48,233                    -          -         -     48,233           -
Charge for the
year                                -        3,941      19,904       6,637     477,211               41,198     23,884       330    573,105     511,530
Disposals                           -            -           -           -        (17)             (12,965)   (33,595)         -    (46,577)   (29,863)
Transfers                                                                                           (2,238)                          (2,238)
At 31st December                    -       37,593     199,720      24,844   3,832,287              215,387     84,743       330   4,394,904  3,822,381
Net book value                 12,820      149,803     304,253     247,128   5,554,521              148,594     58,371     6,270   6,481,760  6,551,451
Annual rate of
depreciation %                      -    2 to 3.33   2.5 to 10         2.5   5 to 33.33            10 to 25   12 to 20        20
Capital work-in-progress
                    13.5                                                                                                             614,570    527,343
Total                                                                                                                              7,096,330  7,078,794
                                                                                                                                            (note 13.1)
=======================================================================================================================================================
13.1. The Company, effective from current year, has reclassified the cost of catalysts from Deferred Cost to Plant and Machinery category under Fixed Assets, to comply with the revised Fourth Schedule to the Companies Ordinance, 1984.

13.2. DEPRECIATION AND AMORTISATION HAVE BEEN ALLOCATED AS FOLLOWS:
================================================================================================
                                                                            2004            2003
                                                           Notes                        (Rupees)
================================================================================================
Depreciation and
 amortisation have
 been allocated as following
Depreciation for the year                                   13           573,105         511,530
Amortisation for the year                                   14             9,206           8,740
                                                                         582,311         520,260
Cost of sales                                               25           559,711         498,113
Selling and
 distribution expenses                                      26            22,600          22,147
                                                                         582,311         520,260
================================================================================================
13.3. The Collector of Customs had disallowed exemption from custom duty and sales tax amounting to Rs 48,236 in prior years in respect of first catalyst and other items being part and parcel -the expansion plant on the contention that these items do not fall under the definition of "plant and machinery" which is exempt under the relevant SRO.

The Company challenged + Department's contention through a constitutional petition in the High Court of Sindh which stayed the recovery of the amount claimed and in December 1994 decided the petition in favour of the Company.

The Department filed a petition for leave to appeal in the Supreme Court which granted and regular hearing of the main appeal has also been concluded and judgement is awaited. The Company's management is of the view that the Supreme Court will uphold decision of the High Court and as such has not made any provision of the aforesaid amount it the accounts.

Payments, without prejudice and under protest, totalling Rs. 22,207 made in to the Department during the pendency of the petition in the High Court on their contention interalia, that the stay order had expired have been shown as receivable (note 21).
13.4. PARTICULARS OF DISPOSAL OF FIXED ASSETS
=======================================================================================================
Description and                    Sold to                      cost   Accumulated   Net book      Sale
method of disposal                                                     depreciation     value  proceeds
                                                                              (Rupees)
=======================================================================================================
Vehicles
By company policy                  Mr. Zaffar A. Khan          1,169            78      1,091     1,023
to existing/separating             Mr. Mudassar Y. Rathore       735           294        441       596
executives                         Dr. Bin Yamin Khalid          555           296        259       270
                                   Mr. Nadeem Ahmed              795            93        702       705
                                   Mr. Gulsher Khan              849           354        495       496
                                   Mr. Shoaib Salim              849           212        637       849
                                   Mr. M. Khalid Mir             739           616        123       252
Sale and lease back
transaction                        First Habib Bank Modaraba   5,995           200      5,795    6,600*
Through Auction                    Mr. Sultan Hasan Khan         436           378         58       296
                                   Mr. Abdul Aman                643           557         86       419
                                   Mr. Mian Sultan Mehmood     4,845         2,907      1,938     1,700
                                                              17,610         5,985     11,625    13,206
Items having book
 value upto Rs. 50                                            27,695        27,611         84    11,856
                                                              45,305        33,596     11,709    25,062
Furniture, fixtures and equipment
By company policy to               Mr. Zaffar A. Khan            191            41        150       150
separating executives              Mr. Zaffar A. Khan             78             7         71        71
                                                                 269            48        221       221
Items having book
 value upto Rs. 50                                          5013,905        12,933        972     1,068
                                                              14,174        12,981      1,193     1,289
                                                              59,479        46,577     12,902    26,351
=======================================================================================================
* Excess of sale proceeds over the carrying amount being deferred and amortised over the lease term.

13.5. CAPITAL WORK - IN PROGRESS
================================================================================================
                                                                            2004            2003
                                                                                        (Rupees)
================================================================================================
Plant and machinery                                                      463,992         442,113
Building and civil works                                                 109,536          48,993
Furniture, fixtures and equipment                                         24,985          15,467
Advances to suppliers                                                     16,057          20,770
                                                                         614,570         527,343
================================================================================================
14. INTANGIBLE ASSETS COST
================================================================================================
                                                                            2004            2003
                                                                                        (Rupees)
================================================================================================
At 1st January                                                            62,213          56,521
Additions                                                                  2,218           5,692
At 31st December                                                          64,431          62,213
Amortisation
At 1st January                                                            45,287          36,557
Charge for the year                                                        9,206           8,730
At 31st December                                                          54,493          45,287
Net book value at 31st December                                            9,938          16,926
================================================================================================
15. LONG TERM INVESTMENTS
================================================================================================
                                                                            2004            2003
                                                            Notes                       (Rupees)
================================================================================================
Unquoted
Subsidiary companies - at cost                               15.1         84,557          84,557
Joint venture companies
 - at cost                                                   15.2      1,340,000       1,340,000
Other associated company
Arabian Sea Country Club Limited
500,000 Ordinary shares of Rs 10 each                                      5,000           5,000
Less: Provision for diminution
 in value of investment                                                    5,000           5,000
                                                                               -               -
                                                                       1,424,557       1,424,557
================================================================================================
15.1. SUBSIDIARY COMPANIES
================================================================================================
                                                                           (AMOUNTS IN THOUSAND)
                                                                                      Investment
                                                                                       at cost -
Name of Company                                                           Equity     December 31
and description of interest                                               % held     2004 / 2003
                                                                                        (Rupees)
================================================================================================
Engro Eximp (Private) Limited
10,000 Ordinary
shares of Rs. 10 each                                                        100             100
Engro Management Services
 (Private) Limited
250,000 Ordinary
shares of Rs. 10 each                                                        100           2,500
Innovative Automation & Engineering
 (Private) Limited
1,020,000 Ordinary
shares of Rs. 10 each                                                         51          81,957
                                                                                          84,557
================================================================================================
15.2. JOINT VENTURE COMPANIES
================================================================================================
                                                                            2004            2003
                                                                                        (Rupees)
================================================================================================
Engro Vopak Terminal Limited
45,000,000 Ordinary
 shares of Rs. 10 each                                                        50         450,000
Engro Asahi Polymer &
Chemicals Limited
 89,000,000 Ordinary
 shares of Rs. 10 each                                                        50         890,000
                                                                                       1,340,000
================================================================================================
15.3. Value of the above investments, based on the net assets of the investee companies as at December 31, 2004 was as follows:
================================================================================================
                                                                            2004            2003
                                                                                        (Rupees)
================================================================================================
Engro Eximp (Private) Limited                                             15,802          14,615
Engro Management Services (Private) Limited                                2,388           2,500
Innovative Automation & Engineering (Private) Limited                     55,269          58,536
Engro Vopak Terminal Limited                                             509,186         564,870
Engro Asahi Polymer & Chemicals Limited (EAPCL)                          980,319         797,870
Arabian Sea Country Club Limited (as at 30th June)                         2,946           2,971
================================================================================================
15.4. The Company has agreed to extend financial support, if required, to EAPCL upto US$ 2,500. This support is by way of either further share subscriptions or provision of subordinated loans.
16. LONG TERM LOANS AND ADVANCES - CONSIDERED GOOD
================================================================================================
                                                                            2004            2003
                                                   NOTE                    (Rupees in thousands)
================================================================================================
Executives                                                                69,805          92,670
Other employees                                                           34,516          19,970
                                                                         104,321         112,640
Less: Installments recoverable within twelve
      months                                       20                     52,393          37,417
                                                                          51,928          75,223
================================================================================================
16.1. RECONCILIATION OF THE CARRYING AMOUNT OF LOANS AND ADVANCES TO EXECUTIVES
================================================================================================
                                                                            2004            2003
                                                                                        (Rupees)
================================================================================================
Reconciliation of the carrying
 amount of loans and advano Executives:
Balance at the beginning of the year                                      92,670         114,677
Disbursements                                                             15,556          14,352
Repayment                                                               (38,421)        (36,359)

Balance at the end of the year                                            69,805          92,670
================================================================================================
16.2. This includes services incentive loans to executives of Rs. 43,366 (2003: Rs. 41,054) repayable in equal monthly installments over a three years period or in one lump sum at the end of such period and loans given to workers of Rs 15,936 (2003: Rs. 712) pursuant to Collective Labour Agreement.

It also includes advances of Rs. 38,883 (2003: Rs. 69,593) to employees for the purchase of Company's shares and these advances are repayable by 2006.

16.3. The maximum amount outstanding at the end of any month from the executives aggregated Rs. 114,751 (2003: Rs. 108,930).
17. STORES, SPARES AND LOOSE TOOLS
================================================================================================
                                                                            2004            2003
                                                                                        (Rupees)
================================================================================================
Consumable stores                                                         97,381         119,415
Spares                                                                   543,476         541,478
Loose tools                                                                3,565           3,302
                                                                         644,422         664,195
Less: Provision for surplus and slow moving items                         57,134          97,273
                                                                         587,288         566,922
================================================================================================
18. STOCK-IN-TRADE
================================================================================================
                                                                            2004            2003
                                                                                        (Rupees)
================================================================================================
Raw materials                                                            241,424         192,886
Work-in-process                                                            2,720           9,668
Finished goods- own manufactured product                                 140,262         156,342
- purchased product                                                      100,342          26,686
                                                                         240,604         183,028
                                                                         484,748         385,582
================================================================================================
19. TRADE DEBTS
================================================================================================
                                                                            2004            2003
                                                                                        (Rupees)
================================================================================================
Considered good                                                          522,608         640,243
Considered doubtful                                                        7,923           7,839
                                                                         530,531         648,082
Less: Provision for doubtful debts                                         7,923           7,839
                                                                         522,608         640,243
================================================================================================
20. LOANS, ADVANCES, DEPOSITS AND PREPAYMENTS
================================================================================================
                                                                            2004            2003
                                                     NOTE                               (Rupees)
================================================================================================
Current portion of long term loans and advances
to executives and other employees
- considered good                                                         52,393          37,417
Sub-ordinated loan to Engro Eximp (Private)
Limited                                              20.1                200,000               -
Advances and deposits with:
- Statutory authorities                                                        -             304
- Others                                                                  46,689          22,316
Margins against letters of credit                                        135,519           6,738
Prepayments                                                               43,853          57,993
Less: Provision for doubtful receivables                                     818               -
                                                                         477,636         124,768
================================================================================================
20.1. The loan carries mark-up at rates not being lower than the mark up payable by the Company for ordinary commercial finance of like maturities (presently at 5% per annum).

The loan is subordinated to the facilities provided to the subsidiary by its banking creditors and is repayable on demand, taking into account the financing requirements of the subsidiary.

This amount of Rs. 200,000 was outstanding at the date of authorisation of these financial statements. Due to the nature of the transaction, the sale and repurchase of underlying assets has not been recorded in the financial statements.
21. OTHER RECEIVABLES
================================================================================================
                                                                           (AMOUNTS IN THOUSAND)
                                                           Notes            2004            2003
================================================================================================
Receivable from Government for:
- custom duty and sales tax                                 13.3          22,207          22,207
- others                                                                  13,560          19,475
                                                                          35,767          41,682
Accrued income on deposits/bonds                                          10,179           7,309
Receivable from Gratuity funds                                 8           5,520               -
Sales tax refundable                                                        1744               -
Due from:
- Innovative Automation & Engineering (Pvt) Ltd                            5,108             867
- Engro Asahi Polymer & Chemicals Limited                                    215               -
- Engro Vopak Terminal Limited                                                41               -
Claims on foreign suppliers                                                6,075           4,406
Less: Provision for doubtful receivables                                     295             295
                                                                           5,780           4,111
Others                                                                       357           1,111
Less: Provision for doubtful receivables                                      49              49
                                                                             308           1,062
                                                                          64,662          55,031
================================================================================================
21.1. The maximum amounts due from joint venture / subsidiary companies at the end of any month during the year aggregated as follows:
================================================================================================
                                                                            2004            2003
                                                                                        (Rupees)
================================================================================================
- Engro Asahi Polymer & Chemicals Limited                                  1,933           3,271
- Engro Vopak Terminal Limited                                             1,669             842
- Innovative Automation & Engineering (Private) Limited                    5,108             867
- Engro Eximp (Private) Limited (advance against
 purchases)                                                              779,994         367,319
- Engro Management Services (Private) Limited                                114              81
================================================================================================
22. SHORT TERM INVESTMENTS
================================================================================================
                                                                            2004            2003
                                                         Notes             (Rupees in thousands)
================================================================================================
Held-to-Maturity
Certificates of investments                                                    -          50,000
Available-for-Sale
Government of Pakistan Special US Dollar
Bonds                                                     22.1           686,682         662,860
WAPDA Bonds                                                                    -          53,162
Certificates of investments                               22.2            25,000               -
Certificates of deposits                                  22.2            50,000               -
Fixed income / money market funds                         22.3           102,541               -
                                                                         864,223         766,022
================================================================================================
22.1.

The Government of Pakistan Special US Dollar Bonds held by the Company are due to mature on April 21, 2005. Profit is payable on US Dollar Bonds at a rate 2% above six-months LIBOR. US Dollar Bonds of US$ 11,499 are held under lien by certain banks referred to in notes 5.2 and 9.1.

22.2. The investments, carry a return ranging between 6% and 6.50% per annum.

22.3. These represents investments in open ended mutual funds of different companies and are valued at their respective redemption / repurchase price.
23. CASH AND BANK BALANCES
================================================================================================
                                                                            2004            2003
                                                                                        (Rupees)
================================================================================================
With banks
- on deposit accounts                                                  1,113,068       1,343,572
-on current accounts                                                     149,368          47,953
In hand
- cheques / demand drafts                                                175,712         255,518
- cash                                                                     3,000           4,025
                                                                       1,441,148       1,651,068
================================================================================================
24. NET SALES
================================================================================================
                                                                            2004            2003
                                                                                        (Rupees)
================================================================================================
Own manufactured product                                               9,502,588       8,752,640
Less: Sales tax                                                        1,017,902       1,066,441
                                                                       8,484,686       7,686,199
Purchased product                                                      4,592,093       4,800,549
Less: Sales tax                                                          279,117         602,446
                                                                       4,312,976       4,198,103
Net Sales                                                             12,797,662      11,884,302
================================================================================================
SALES ARE NET OF MARKETING ALLOWANCES OF Rs 60,314 (2003: Rs 288,704)
25. COST OF SALES
================================================================================================
                                                                            2004            2003
                                                          Notes                         (Rupees)
================================================================================================
Raw materials consumed                                                 2,287,659       1,395,271
Salaries, wages and staff welfare                                        542,305         503,927
Fuel and power                                                         1,460,233       1,330,344
Repairs and maintenance                                                  236,462         269,327
Depreciation / amortization                                13.2          559,711         498,113
Consumable stores                                                         76,143          81,098
Staff recruitment, training, safety and other expenses                    23,869          23,823
Purchased services                                                        98,569          91,757
Travel                                                                    21,245          18,404
Communication, stationery and other office expenses                       29,368          28,015
Insurance                                                                 53,756          69,459
Rent, rates and taxes                                                      4,817           4,472
Other expenses                                                            26,371          27,342
Manufacturing cost                                                     5,420,508       4,341,352
Add: Opening stock of work-in-progress                                     9,668          18,498
Less: Closing stock of work-in-progress                                    2,720           9,668
                                                                           6,948           8,830
Cost of goods manufactured                                             5,427,456       4,350,182
Add: Opening stock of finished goods manufactured                        156,342         230,465
Less: Closing stock of finished goods manufactured                       140,262         156,342
                                                                          16,080          74,123
Cost of goods sold - own manufactured product
purchased product
                                                                       5,443,536       4,424,305
                                                                       4,084,679       3,885,632
                                                                       9,528,215       8,309,937
================================================================================================
26. SELLING AND DISTRIBUTION EXPENSES
================================================================================================
                                                                            2004            2003
                                                         Note              (Rupees in thousands)
================================================================================================
Salaries, wages and staff welfare                                        210,857         205,807
Staff recruitment, training, safety and other expenses                    17,618          15,776
Product transportation and handling                                      594,812         609,780
Repairs and maintenance                                                   13,330           9,664
Advertising and sales promotion                                           60,770          63,789
Rent, rates and taxes                                                     30,287          27,550
Communication, stationery and other office expenses                       26,485          26,332
Travel                                                                    21,503          19,188
Depreciation / amortization                               13.2            22,600          22,147
Purchased services                                                        11,990          11,836
Other expenses                                                            26,257          28,158
                                                                       1,036,509       1,040,027
================================================================================================
27. OTHER INCOME
================================================================================================
                                                                            2004            2003
                                                          Notes                         (Rupees)
================================================================================================
Dividend income                                            27.1          491,021         323,000
Income on deposits/bonds                                                  45,242          40,944
Service charges                                                            5,825          17,206
Profit on disposal of fixed assets                                        12,644           9,770
Sundries                                                                       -           1,173
Net foreign exchange gain                                  29.1            3,422               -
                                                                         558,154         392,093
================================================================================================
27.1. DIVIDEND INCOME
================================================================================================
                                                                            2004            2003
                                                                                        (Rupees)
================================================================================================
Engro Vopak Terminal Limited                                             247,500         225,000
Engro Eximp (Private) Limited                                            228,221          98,000
Innovative Automation & Engineering (Private) Limited                     15,300               -
                                                                         491,021         323,000
================================================================================================
28. OTHER OPERATING CHARGES
================================================================================================
                                                                            2004            2003
                                                           Note                         (Rupees)
================================================================================================
Workers' profits participation fund                         10.1         123,565         124,607
Workers' welfare fund                                                     32,674          43,642
Research and development including salaries
 and wages                                                                31,937          61,778
Auditors' remuneration
-statutory audit                                                           1,000           1,000
- fee for other advisory services                                          1,025             353
- reimbursement of expenses                                                  247             150
                                                                           2,272           1,503
Less: Shown under capital work-in-progress                                 (820)           (260)
                                                                           1,452           1,243
Professional tax                                                             700             100
                                                                         190,328         231,370
================================================================================================
29. FINANCIAL CHARGES
================================================================================================
                                                                            2004            2003
                                                     NOTE                  (Rupees in thousands)
================================================================================================
Interest on  - workers' profits participation
  fund                                               10.1                     30             648
Mark-up/interest on   - redeemable capital and
  long term loans                                                        279,853         312,365
- short term borrowings                                                    2,745          15,159
Exchange risk fee, administrative fee and others                           3,083          35,127
Foreign exchange loss                                29.1                      -           8,511
                                                                         285,711         371,810
================================================================================================
29.1. NET FOREIGN EXCHANGE GAIN / (LOSS)
================================================================================================
                                                                            2004            2003
                                                                                        (Rupees)
================================================================================================
Foreign exchange gain / (loss) on Government of
Pakistan Special US $ Bonds - Rs. 23,822 (2003: loss
of Rs. 10,937) and foreign currency bank accounts                         23,922        (12,137)
Foreign exchange (loss) / gain on foreign currency loan                 (20,500)           3,626
                                                                           3,422         (8,511)
================================================================================================
30. TAXATION
================================================================================================
                                                                            2004            2003
                                                                                        (Rupees)
================================================================================================
Current - for the year                                                   586,906         779,405
Deferred                                                                 117,572        (12,937)
                                                                         704,478         766,468
================================================================================================
30.1. The income tax assessments of the Company have been finalised upto and including the income year ended December 31, 2000. However, the assessment orders for 1999 and 2000 have been set aside by the appellate authority. Appeals for 1996 (later 6 months), 1997 and 1998 have been decided in favour of the Company.

The Department has filed appeals against the appellate orders in 1996 and 1997, which have been decided on the same lines. For the income years 1995 and 1996, the tax authorities have raised an additional demand of Rs. 211,155 net of necessary rectifications, appeals against which have been filed by the Company with the appellate authorities, which are expected to be finalised during the current month.

This demand primarily relates to the pro-ration of revenues and allocable expenses between manufacturing and trading businesses, on which there is inconsistency in the assessment orders passed by the tax authorities for different income years. The Company's management is confident that the issue will be ultimately resolved without any additional liability and therefore, no additional tax charge relating to prior years has been recognised in the current year.

30.2. RELATIONSHIP BETWEEN TAX EXPENSE AND ACCOUNTING PROFIT

The tax on the Company's profit before tax differs from the theoretical amount that would arise using the Company' s applicable tax rate as follows:
================================================================================================
                                                                            2004            2003
                                                                                        (Rupees)
================================================================================================
Profit before tax                                                      2,315,053       2,323,251
Tax calculated at the rate of 35%                                        810,269         813,138
Depreciation on exempt assets not deductible
 for tax purposes                                                         34,495          34,534
Effect of applicability of lower tax rate/exemption
 on certain income and other tax credits/debits                        (142,286)        (96,004)
Tax under presumptive regime                                               2,000          14,800
Tax charge for the year                                                  704,478         766,468
================================================================================================
31. EARNINGS PER SHARE

There is no dilutive effect on the basic earnings per share of the Company, which is based on:
================================================================================================
                                                                            2004            2003
================================================================================================
Profit after taxation (Rupees)                                         1,610,575       1,556,783
Weighted average number of Ordinary shares
(in thousand)                                                            152,940         152,940
================================================================================================
32. REMUNERATION OF CHIEF EXECUTIVES, DIRECTORS AND EXECUTIVES

The aggregate amounts charged in the financial statements for remuneration, including all benefits, to chief executives, directors and executives of the Company are given below:
=============================================================================================
                                           2004                     2003
                                      Directors                Directors
                              chief      Others   Executives       Chief   Others  Executives
                          Executives                           Executives
                                                    (Rupees)
=============================================================================================
Managerial remuneration       7,688       4,581      335,337       8,908    9,323     320,941
Contributions to the
Provident fund                  548         373       22,554         722      799      24,020
Other benefits                1,592         666       19,281       1,935    1,819      18,944
Fees                              -          16            -           -       19           -
Total                         9,828       5,636      377,172      11,565   11,959     363,905
Number of persons,
including those who
worked part of the year           2           9          279           1        9         276
=============================================================================================
32.1. The Company also makes contributions based on actuarial calculations to pension and gratuity funds and provides certain household items for use of some employees. Cars are also provided for use of some employees and directors.

32.2. Technical advisory fees paid during the year to one non-executive director (2003: two) during the year amounted to Rs. 900 (2003: Rs. 980).
33. CASH GENERATED FROM OPERATIONS
================================================================================================
                                                                            2004            2003
                                                        Note                            (Rupees)
================================================================================================
Profit before taxation                                                 2,315,053       2,323,251
Adjustment for non-cash charges and other items:
- Depreciation and amortisation                                          582,311         520,260
- Profit on disposal of fixed assets                                    (12,644)         (9,770)
- Provision for retirement and other service benefits                     97,380         107,072
- Income on deposits/bonds                                              (45,242)        (40,944)
- Dividend income                                                      (491,021)       (323,000)
- Financial charges                                                      306,211         371,810
- Working capital changes                                33.1          (329,813)       (190,856)
                                                                       2,422,235       2,757,823
================================================================================================
33.1. WORKING CAPITAL CHANGES
================================================================================================
                                                                            2004            2003
                                                                                        (Rupees)
================================================================================================
(Increase)/Decrease in current assets
Stores, spares and loose tools                                          (20,366)          30,884
Stock-in-trade                                                          (99,166)         385,473
Leasehold land held for sale                                                   -           4,608
Trade debts                                                              117,635       (114,119)
Loans, advances, deposits and prepayments                              (352,868)          65,240
Other receivables (net)                                                    3,859          48,266
Increase/(Decrease) in current liabilities                             (350,906)         420,352
- Trade and other payables including other
   service benefits (net)                                                 21,093       (611,208)
                                                                       (329,813)       (190,856)
================================================================================================
34. CASH AND CASH EQUIVALENTS
================================================================================================
                                                                            2004            2003
                                                           Notes                        (Rupees)
================================================================================================
Cash and bank balances                                      23         1,441,148       1,651,066
Short term investments                                      22           864,223         766,022
Short term borrowings                                                          -       (322,635)
                                                                       2,305,371       2,094,455
================================================================================================
35. FINANCIAL INSTRUMENTS AND RELATED DISCLOSURES

35.1. FINANCIAL ASSETS AND LIABILITIES
======================================================================================================================================
                       Effective interest/              Interest/mark-up bearing                          Non-Interest/mark-up bearing
                              Mark-up rate   maturity upto        maturity after          Total   maturity upto maturity after   Total
                                       (%)      one year                one year                     one year       one year
                                                                                       (Rupees)
======================================================================================================================================
Financial Assets
Loans and advances                       5       200,000                       -        200,000        52,393         51,928   104,321
Trade debts                              -             -                       -              -       522,608              -   522,608
Other receivables                        -             -                       -              -        27,151              -    27,151
Short term investments          2.0 to 6.5       864,223                       -        864,223             -              -         -
Cash and bank balances          0.5 to 6.7     1,262,436                       -      1,262,436       178,712              -   178,712
Financial Liabilities
                                               2,326,659                       -      2,326,659       780,864         51,928   832,792
Redeemable capital
-TFCs                                   11       999,000                       -        999,000             -              -         -
- Other than TFCs                     3.02         87500               2,575,000      2,662,500             -              -         -
Long term loans                       3.96       594,500                       -        594,500             -              -         -
Liabilities against assets
subject to finance lease                 6         2,085                   4,515          6,600             -              -         -
Trade and other payables                 -             -                       -              -       636,421              -   636,421
Dividends                                -             -                       -              -        42,803              -    42,803
                                               1,683,065               2,579,515      4,262,600       679,224              -   679,224
======================================================================================================================================
(a) Financial assets and liabilities exposed to foreign exchange rate risk included in above amount to Rs. 686,682 and Rs. 594,500 respectively.

(b) Financial liabilities exposed to floating interest rate risk included in above amount to Rs 4,256,000.

35.2. FINANCIAL RISK MANAGEMENT

Overall, risks arising from the Company's financial assets and liabilities are limited. The Company manages its exposure to financial risk in the following manner:

(a) Foreign exchange risk

This exists due to the Company's exposure resulting from outstanding import payments and a foreign currency index loan. A Foreign Exchange Risk Management Policy has been developed and approved by the Management Committee.

The policy allows the Company to take currency exposure for limited periods within predefined limits and open exposure is rigorously monitored. The Company ensures that it has options available to exit or hedge any exposure, either through forward contracts or prepayments, etc. Alternatively, Special US Dollar Bonds also serve as a synthetic hedge for part of the currency exposure.

(b) Interest /Mark-up rate risk

The Company has long term Rupee based loans at variable rates. Part of the variable rate Rupee loans are hedged against interest rate risk by instituting interest rate caps and floors. This protects the Company against any adverse movement in market interest/mark-up rates.

In addition, part of the Rupee variable rate loans have been swapped into London Inter Bank Offer Rate (LIBOR) based variable rate loan with a cap on LIBOR. The foreign currency index loan has variable rate pricing that is dependent on LIBOR. Variable rate loans also have a prepayment option, which can be exercised upon any adverse movement. Rates on short term loans are effectively fixed.

(c) Credit risk

The Company is exposed to a concentration of credit risk on its trade debts amounting to Rs. 522,608 by virtue of all its customers being agri-based businesses in Pakistan. However, this risk is mitigated by applying individual credit limits and by securing the majority of trade debts against bank guarantees from reputable banks.

In addition to the above, the Company may become exposed to credit risk upon the crystallization of its obligation to support its joint venture company to the extent mentioned in note 15.4.

Concentration of credit risk on cash based financial assets is minimised by dealing with a variety of major banks.

(d) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding to an adequate amount of committed credit facilities and the ability to close out market positions due to the dynamic nature of the business. The Company's treasury aims at maintaining flexibility in funding by keeping committed credit lines available.

35.3. FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

The carrying value of all financial assets and liabilities reflected in the financial statements approximate their fair values.
36. TRANSACTIONS WITH RELATED PARTIES

36.1. Related parties comprise subsidiaries, joint venture companies, other companies with common directors, retirement benefit funds, directors, and key management personnel.

36.2. Details of transactions with related parties during the year, other then those which have been disclosed elsewhere in these accounts, are as follows:
================================================================================================
                                                                            2004            2003
================================================================================================
Purchases and services                                                 3,866,740       3,377,505
Service charges recoverable                                                4,723           3,624
================================================================================================
36.3. Associated companies held 41,357,402 (2003: 41,357,402) Ordinary shares in the Company at year end.
37. DONATIONS

Donations include the following in which a director or his spouse is interested:
==============================================================================================
                            Interest in  Name and address of Donee            2004        2003
                                  Donee                                               (Rupees)
==============================================================================================
Mr Zaffar Ahmad Khan             Member   Patients Welfare Program
                                          Aga Khan University
                                          Hospital, Karachi                     50       1,000
Spouse of Mr. Parvez Ghias       Member   Citizen's Education
                                          Development Foundation, Karachi       25          25
Mr Zaffar Ahmad Khan             Member   Oncology Unit Project,
                                          Aga Khan University Hospital,
                                          Karachi                            2,000          50
                                                                             2,075       1,075
==============================================================================================
38. PRODUCTION CAPACITY
===================================================================
                    Designed Annual               Actual Production
                           Capacity             2004           2003
                        Metric Tons                     Metric Tons
===================================================================
Urea                        850,000           870,321       954,923
NPK                         100,000           120,566        72,180
===================================================================
39. NUMBER OF EMPLOYEES

Total number of permanent employees as at December 31, 2004 was 752 (2003: 765).
40. DATE OF AUTHORISATION FOR ISSUE

These financial statements were authorised for issue on February 10, 2005 by the Board of Directors of the Company.
41. CORRESPONDING FIGURES

Previous year figures have been rearranged and reclassified wherever necessary for the purposes of comparison. Major changes made during the year were reclassifications resulting from the substituted Fourth Schedule to the Companies Ordinance, 1984 (notes 11.1 and 13.1).

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