Tomorrow's Achievement: Annual Report 2013
Tomorrow's Achievement: Annual Report 2013
Tomorrow's Achievement: Annual Report 2013
Vision of today is
Tomorrow's Achievement
CONTENTS
COMPANY OVERVIEW
04 Vision
05 Mission
06 Core Values
08 Corporate Information
10 NRL at a Glance
12 Corporate Objectives and
Development Strategy
14 Directors Profile
16 Chairmans Review
18 Directors Report
CORPORATE GOVERNANCE
32 Code of Conduct
35 Statement of Compliance
38 Review Report to the Members
39 The Terms of Reference of
Audit Committee
40 Term of Reference of Human
Resource & Remuneration
Committee
STAKEHOLDERS INFORMATION
42 Statement of Value Added
43 Six Years at a Glance
44 Horizontal Balance Sheet
45 Vertical Balance Sheet
46 Horizontal Profit & Loss Account
47 Vertical Profit & Loss Account
48 Graphical Representation
FINANCIAL STATEMENTS
53 Auditors Report
54 Balance Sheet
55 Profit and Loss Account
56 Cash Flow Statement
57 Statement of Changes in Equity
58 Notes to the Financial Statements
PATTERN OF SHAREHOLDING,
NOTICE & FORMS
96 Pattern of Shareholding
99 Notice of Annual General Meeting
101 Form of Proxy
103 Dividend Mandate Form
COMPANY
OVERVIEW
VISION
Our passion is to attain distinctive leadership amongst
the corporate success stories of tomorrow.
We at NRL recognize that realization of this passion needs
superior professional competencies, continuous value addition
and improvising, development of human capital and complete
commitment to safety, occupational health and environment.
MISSION
To remain the premium and preferred supply source for various
petroleum products and petrochemicals.
Offer products that are not only viable in terms of desirability
and price but most importantly give true and lasting value to our
customers.
Deliver strong returns on existing and projected investments of
our stakeholders by use of specialised and high quality corporate
capabilities.
Business development by adoption of emerging technologies,
growth in professional competence, support to innovation,
enrichment of human resource and performance recognition.
Be a responsible corporate citizen by serving the community
through a variety of socio-economic acts and maintaining a high
level of safety, occupational health and environmental care.
CORE VALUES
Following concepts and ideas guide the Management and
staff of National Refinery Limited in conducting its business
practices in most ethical ways.
3. Customer Satisfaction
4. Continuous Improvement
5. Profitability
6. Corporate Citizenship
CORPORATE INFORMATION
Board of Directors
Company Secretary
Audit Committee
Chairman
Member
Member
Member
Secretary
Chairman
Member
Member
Member
Secretary
Auditors
Solicitors
Bankers
Registered Office
Share Registrar
NRL AT A GLANCE
FIRST LUBE REFINERY
Design Capacity
Design Capacity
Date Commissioned
Project Cost
FUEL REFINERY
BEFORE RE-VAMP
Design Capacity
Date Commissioned
Project Cost
AFTER RE-VAMP
Design Capacity
Date Commissioned
Project Cost of Revamping
BTX UNIT
Design Capacity
Date Commissioned
Project Cost
SECOND LUBE REFINERY
BEFORE RE-VAMP
Design Capacity
Date Commissioned
Project Cost
AFTER RE-VAMP
Design Capacity
Date Commissioned
Project Cost of Revamping
SHAREHOLDERS' EQUITY
June 1966
June 2013
DIRECTORS PROFILE
Name
Other Engagements
Director
Attock Petroleum Limited
Pakistan Oilfields Limited
The Attock Oil Company Limited
Attock Refinery Limited
Attock Cement Pakistan Limited
Attock Gen Limited
Director
Attock Petroleum Limited
Pakistan Oilfields Limited
The Attock Oil Company Limited
Attock Refinery Limited
Attock Cement Pakistan Limited
Attock Gen Limited
Attock Leisure & Management Associates (Pvt.) Limited
Angoori Heights Development (Pvt.) Limited
Margalla Farm Houses Development (Pvt.) Limited
Rawal Lodges Development (Pvt.) Limited
14
Name
Other Engagements
Team Leader
Budget & Performance Management DepartmentIslamic Development Bank
Director
Gillette Pakistan Limited
International Steels Limited
Lucky Cement Limited
Packages Limited
PICIC Insurance Company
Silk Bank Limited
FFC Energy Limited - (Government Nominee)
Pakistan Electric Agency (Pvt.) Limited - (Government Nominee)
Director
Attock Refinery Limited
Attock Petroleum Limited
Pakistan Oilfields Limited
Attock Cement Pakistan Limited
Chairman
NRL Executive Staff Post Retirement Medical Benefit Fund
NRL Non-MPT Staff Gratuity Fund
Trustee
NRL Management Staff Pension Fund
NRL Officers Provident Fund
NRL Workmen Provident Fund
15
CHAIRMAN'S REVIEW
The overall World economy is still struggling and has not shown much improvement
to come out of recession. Uncertain economic activities did not let the crude demand
stabilize. International crude price touched the maximum of US$ 115 per barrel.
However, during the month of June it was around US$ 102 per barrel.
Pakistans economy has not
been much different from the
rest of the world and faced many
crises like energy crises, low
foreign investment, devaluation
of currency, high imports and
budgetary deficits.
The countrys GDP growth rate
declined to 3.6 from last years
4.4 showing a slow pace of
development.
16
$/Bbl
120.00
115.00
110.00
105.00
100.00
95.00
90.00
Jul
Aug
Sep
Oct
Nov
Dec
Jan
Feb
Mar
Apr
May
Jun
17
DIRECTORS' REPORT
Assalam-o-Alaikum
The Board of Directors is pleased to present
the 50th Annual Report of National Refinery
Limited (NRL) together with the audited financial
statements and auditors report thereon for the
year ended June 30, 2013.
FINANCIAL RESULTS
The refining activities remained under pressure throughout the year. The profitability
continued to remain low due to slower economic activities, lesser throughput
and higher inventories. However, your company managed to earn profit after tax
of Rs. 2,844 million as compared to Rs. 2,618 million in the last year.
PROFIT AFTER TAX - (Rs in million)
Bank profit income declined due to lower availability of surplus funds, as the working
capital was stuck-up in high value product inventories.
18
Fuel Segment
Fuel Segment incurred loss after tax of Rs. 212 million as compared to loss after tax
of Rs. 117 million in the last year. Fuel Segments results declined due to decrease
in quantitative sales of premium products and lower Naphtha Exports. However, the
Company managed to reduce high inventory of Furnace Oil during the year.
Segment results were further reduced by Sales Price Differential of Rs. 273 million
effective April 2013 imposed by the Government on High Speed Diesel. The differential
is excess of PSO import prices on import parity prices of HSD.
However, above losses in Fuel Segment were reduced by reversal of liabilities, credited
to Other Income, due to acceptance of NRL claims by suppliers pertaining to product
yield of raw materials.
During the year, the Company carried out planned turnaround of Fuel Refinery, which
continued for 24 days during the second quarter. Therefore, throughput of Fuel
Refinery remained 79% of the designed capacity compared to 84% of last year.
2011-12
2012-13
Lube Segment
The Lube Segment earned profit after tax of Rs. 3,056 million compared to Rs. 2,735
million during last year which is higher by Rs. 321 million. The results improved due to
better margins as compared to last year.
The Company managed to achieve local sales of Lube Base Oils of 173,723
M. Tons compared to 176,454 M. Tons last year despite scheduled maintenance of
Lube-II Refinery for 24 days. Simultaneously, export sales of Lube Base Oil declined
to 29,354 M. Tons from 37,415 M. Tons.
Sale of Asphalt remained depressed due to very little infrastructure development
work and the inventory continued to rise at all time high level. Although, the Company
19
is carrying inventory of Asphalt amounting to Rs. 5.9 billion, it is anticipated that new
projects for infrastructure development work in the country will be carried out during
the next financial year.
As a part of routine maintenance, Lube-II Refinerys turnaround was carried out
successfully by the Company. The turnaround continued for 24 days in the second
quarter as a result of which throughput of Lube segment was reduced to 104% of the
designed capacity compared to 107% during last year.
EARNING PER SHARE
Earnings per share was Rs. 35.57 compared to Rs. 32.74 in the last year.
APPROPRIATIONS
Description
2012-13
2011-12
(Rupees in millions)
2,845
2,773
1,600
1,573
1,199
1,199
DIVIDEND
The Board of Directors has recommended a final cash dividend @ Rs. 15 per share
(150%) for the year ended June 30, 2013. The dividend recommended is subject to
the approval by the shareholders in the Annual General Meeting.
20
COMPANYS BUSINESS
The Company is engaged in the business of Crude Oil Refining with three refineries
commissioned in the year 1966, 1977 and 1985. The Company was privatized in the
year 2005, whereby 51% shares of the Company are held by the Attock Group.
The Company operates its three refineries in two business segments Fuel Segment
and Lube Segment. Fuel Segment products include High Speed Diesel, Naphtha,
Motor Gasoline, Liquefied Petroleum Gas, Jet Fuels & Furnace Oil. Lube Segment
produces multiple grades of Lube Base Oils, Asphalts, Waxes and Rubber Process
Oil and some quantities of fuel products. All the products are marketed locally, except
for Naphtha and some quantity of Lube Base Oils which is exported. The designed
annual capacity of Fuel Segment is to process 2,710,500 M. Tons Crude Oil and
condensate.
FUTURE OUTLOOK
Since commissioning of the refineries, two refineries have been re-vamped to
enhance their production capacities. After the acquisition of controlling interest by the
Attock Group, the Company successfully completed the re-vamp of Lube-II Refinery.
Company is planning to further upgrade its plant to enhance its production capacity,
increase production of value added and environment friendly products and to meet
Countrys growing demand of various products.
REFINERY UPGRADATION PROJECTS
Following are the projects where Engineering Design has been completed,
Project Management Consultant has been appointed and Company is in process
of appointing Engineering, Procurement, Construction and Commissioning
(EPCC) Contractor:
o Diesel De-sulphurization Unit
In order to meet the environment standards of Euro-II, the Company is in
the process of planning the installation of Diesel De-sulphurization Unit.
The engineering design is ready and bid documents are under preparation.
The plant is expected to be commissioned by December 2015.
o Naphtha Isomerization Project
To overcome deficit production of Motor Gasoline in the Country, Company
has planned to undertake Isomerization Project to increase the production
of Motor Gasoline by 192,000 Metric Tons per year. The project is also
likely to be completed by December 2015.
o Two Stage Unit at LubeI Refinery
The project has been planned to enhance the installed crude oil processing
capacity from 12,050 Barrel per stream day (bpsd) to 17,000 bpsd and
vacuum fractionation capacity from 5,200 bpsd to 6,600 bpsd. Engineering
design is complete and the project is likely to be commissioned in 2015.
Annual Report 2013
21
o
o
o
Refineries have been allowed to utilize the Special Reserves for up-gradation
and expansion of Fuel Refinery operations, subject to GoP approvals and
verification.
Refineries have been directed to open Escrow Account for the amount held in
Special Reserves less amount utilized as above.
Government of Pakistan has agreed to increase the import duty on High
Speed Diesel from 7.5% to 9% effective January 1, 2016 subject to
compliance of Euro-II specification by December 31, 2015.
CRUDE TRANSPORTATION
The Company imports crude oil using National Flagship oil tankers. During the last
quarter of the year Company has renewed its agreement with National Flagship
Company. According to the revised terms of the agreement, Company has been
successful in negotiating discount in the transportation cost of imported crude oil.
SIGNIFICANT RESOURCES
The Company has sufficient funds in the form of cash and bank balances and shortterm investments to maintain its liquidity. The Company is managing its liquidity
without any long-term and short-term borrowings.
RELATIONSHIPS
We continue to maintain history of making timely payments for the supply of crude oil
to Saudi Aramco and other oil exploration companies operating in Pakistan.
We always endeavor to maintain good relationship with our local suppliers, customers
and other business partners.
KEY OPERATING AND FINANCIAL DATA
Key operating and financial data of last six years (2008 2013) is shown on page 43.
REFINERIES PRODUCTION AND PRODUCT-WISE SHARE PARTICIPATION 2011-12
According to throughput analysis, NRL is the second largest refinery of Pakistan
currently in operation with a production capacity of 2.71 million tons per year. NRL is
the only Lube Refinery of Pakistan producing multiple grades of Lube Base Oils to
meet the demand of the Country.
NRL SHARE IN INDUSTRY
23
CREDIT RATINGS
The credit rating of your Company for the year is under assessment by Pakistan
Credit Rating Agency (PACRA), which has been maintained for last eight years as
"AAA" for long-term and "A 1+" for short term due to exceptionally strong capacity for
timely payment of financial obligations and commitments.
RISK & THREATS
The volatile crude oil and product prices in international market mostly result in narrow
margins. In such case the Company adjusts its throughput to minimize the losses.
The Company faces exchange losses due to devaluation of Pak Rupee in making
payments of raw material to suppliers in foreign currencies.
Your Company, being a strategic asset, focuses on security measures including
acquiring and installing latest security hardware.
High inventory level of Asphalt has resulted in blocking up a substantial portion of
your Companys working capital.
CORPORATE SOCIAL RESPONSIBILITY
The Company realizes its social responsibility towards the national economy apart
from its customers, employees and shareholders. As a responsible corporate citizen,
the Company has contributed to different social segments of the economy in various
ways for improving quality of life in the country. Recently, Company contributed
Rs.100,000 towards World Environment Day to create awareness about importance
of cleaner environment among the society in collaboration with Environment Protection
Agency.
Company is ambitious to be recognized as social partner and not only as commercial
entity. In this respect, the Company has kept six disabled persons on its manpower
strength as prescribed in Employment and Rehabilitation Ordinance, 1981 and also
made payments to National Council for the Rehabilitation of Disabled Persons in lieu
of less number of such persons in the Companys employment.
EMPLOYEES & MANAGEMENT RELATIONS
The cordial relationship between the management and union persisted unabatedly.
The productivity achieved reflects the concerted and sincere collective endeavors.
The Company lays emphasis on enhancing the Sports activities and has provided the
required facilities to achieve this objective which may go a long way in maintaining
good health of the employees, boosting up their moral and sense of belonging.
OCCUPATIONAL HEALTH, SAFETY AND ENVIRONMENT
We ensure that our manufacturing activities are in line with the Government
environmental laws and Companys standard operating procedures and safe work
practices to support towards environment protection.
24
Risk Management Survey will be conducted by foreign consultant during the second
half of 2013. Based on survey report, capital investments will be incurred to mitigate
the identified weaknesses.
Environmental performance is continuously reviewed at planned intervals to ensure
its continuing suitability, adequacy and effectiveness. Opportunities of improvement
and need for changes where required are discussed in HSE Committees and Steering
Committee meetings. Decisions are taken, where needed, strategies are developed
and implemented.
Management is committed towards acquiring excellence in overall performance
specially for the conservation of environment, which is evident from implementation
of IMS (Integrated Management System) based on ISO 9001:2008, ISO 14001:2004 &
OHSAS 18001:2007 standards.
NRL has achieved 18.47 million Safe Man Hours without Lost Time Injury (LTI) as on
June 30, 2013. Continuous efforts are being made to ensure the effective application
of operational controls for minimizing Occupational Health & Safety risks values and
environmental impacts.
ENVIRONMENT EXCELLENCE AWARDS
Company has participated in the following Environment Excellence Awards:
1.
National Forum for Environment & Health (NFEH), Excellence award 2013,
consecutively winner since last ten years.
2.
25
b.
Proper books of account have been maintained in the manner required under
the Companies Ordinance, 1984.
c.
d.
e.
The system of internal control is sound in design and has been effectively
implemented and monitored.
f.
g.
26
(Rs. in million)
Un-audited
Description
Management staff
Pension Fund
3,590
Provident Fund
797
949
Non-Management staff
Gratuity Fund
92
Provident Fund
371
h.
During the year, Mr. Tariq Iqbal Khan attended Corporate Governance
Leadership Skills training program conducted by Pakistan Institute of
Corporate Governance.
i.
No trade in the shares of the Company was carried out by the Board of
Directors, CEO, CFO, Company Secretary, Executives and their spouses and
minor children except that mentioned in Pattern of Shareholding.
Meetings
Attended
Name of Directors
Dr. Ghaith R. Pharaon
Alternate Director: Mr. Iqbal A. Khwaja/Mr. Abdus Sattar
Mr. Laith G. Pharaon
Alternate Director: Mr. Babar Bashir Nawaz/Mr. Jamil A. Khan
Mr. Wael G. Pharaon
Alternate Director: Mr. Jamil A. Khan/Mr. Babar Bashir Nawaz
Mr. Shuaib A. Malik
Deputy Chairman /Chief Executive Officer
27
Changes in the Directors are pursuant to recent election of Directors held during
the year. In these election, Mr. Tariq Iqbal Khan was elected as an independent
Director of the Company; whereas, Mr. Abdus Sattar did not contest the election.
All other Directors were re-elected for the next term except Mr. Musa Bojang, who
was nominated by Islamic Development Bank in place of Dr. Mohamed Djarraya and
stands elected. The Board of Directors placed on record its appreciation and gratitude
to the previous Board for the valuable services they rendered for the Company.
Human Resource & Remuneration Committee
Meeting of the Committee held and attendance of the members during the period
from July 01, 2012 to June 30, 2013:
Name of Directors
Total Number of
Meetings
Meeting
Attended
Audit Committee
The Directors have established Audit Committee. The attendance of the Directors for
Audit Committee meetings for the year ended June 30, 2013 is as follows:
Total Number of
Meetings *
Meetings
attended
Name of Directors
Composition of the Audit Committee has been re-constituted during the year
consequent to the election of Board of Directors.
Pattern of Shareholding
Pattern of shareholdings is shown on page 96.
28
AUDITORS
Present Auditors Messrs A. F. Ferguson & Co., Chartered Accountants retire and offer
themselves for reappointment. The Audit Committee recommends the reappointment
of Messrs A. F. Ferguson & Co., Chartered Accountants as auditors for the financial
year ending June 30, 2014.
ACKNOWLEDGEMENT
The Board places on record its appreciation and gratitude to the Companys
management and its staff for their untiring efforts. The Board also acknowledges
the efforts and contributions of customers, suppliers and other stakeholders for their
patronage and business relations.
On behalf of the Board
Shuaib A. Malik
Deputy Chairman /
Chief Executive Officer
August 14, 2013
Islamabad
29
30
CORPORATE
GOVERNANCE
31
CODE OF CONDUCT
National Refinery Limited (the Company) is engaged in the manufacturing of wide
range of petroleum products with the objective to achieve sustainable productivity,
profitability and high standards of safety, occupational health and environmental care.
This entails human resource development, enhancing value addition, implementing
conservation measures and growth by up-gradation and addition of newer generation
technologies.
The Company requires all its Board Members and Employees to act within the
authority conferred upon them and in the best interests of the Company and observe
all the Companys policies and procedures as well as relevant laws and regulations,
as are applicable in individual capacity or otherwise, including but not limited to the
corporate values, business principles and the acceptable and unacceptable behaviour
(hereinafter called the Companys Code of Conduct) embodied in this document.
The Company believes that the credibility, goodwill and repute earned over the years
can be maintained through continued conviction in our corporate values of honesty,
justice, integrity and respect for people. The Company strongly promotes trust,
openness, teamwork and professionalism in its entire business activities.
The business principles are derived from the above stated corporate
values and are applied to all facets of business through well-established
procedures. These procedures define behavior expected from each
employee in the discharge of his/her responsibility.
32
The Company does not support any political party or contributes funds to
groups having political interests. The Company will however, promote its
legitimate business interests through trade associations.
The Company requires all its board members and employees to essentially
avoid conflict of interest between private financial and/or other activities
and their professional role in the conduct of Company business.
The Companys property, funds, facilities and services must be used only
for authorised purposes.
33
with the Company shall not receive favours or incur obligations. In case
any contractor/supplier to have business relations with the Company
happen to be a relative of an official who is entrusted the responsibility
of opening/evaluation/award of supply/contract job or with execution or
certification of material/services, he/she shall immediately bring the fact
to the notice of Managing Director who may entrust the responsibility to
another.
Each employee shall devote his/her full time and energy exclusively to
the business and interests of the Company. In particular, no employee
(including those on leave) unless otherwise permitted by the Company,
shall directly or indirectly engage in any other profession or business or
enter the services of or be employed in any capacity for any purpose
whatsoever and for any part of his/her time by any other person, government
department, firm or company and/or shall not have any private financial
dealings with any other persons of firms having business relations with the
company for sale or purchase of any materials or equipments or supply
of labour or for any other purpose. Every employee shall hold himself in
readiness to perform any duties required of him by his/her superiors to
the best of his/her ability.
Without prejudice to any penal action defined in any statute, as applicable, against
any kind of non-compliances/violations, non-compliance with the Companys Code
of Conduct may expose the person involved to disciplinary action as per Companys
rules and/or as determined by the management or the Board of Directors of the
Company, as the case may be, on case to case basis.
On behalf of the Board
SHUAIB A. MALIK
Deputy Chairman &
Chief Executive Officer
June 18, 2012
34
STATEMENT OF COMPLIANCE
WITH THE CODE OF CORPORATE
GOVERNANCE
This statement is being presented to comply with the Code of Corporate Governance
(the Code) contained in listing regulations of Stock Exchanges where the shares
of the Company are listed, for the purpose of establishing a framework of good
governance, whereby a listed Company is managed in compliance with the best
practices of corporate governance.
The Company has applied the principles contained in the Code in the following
manner:
1.
Category
Names
Independent Directors
Executive Directors
Non-Executive Directors
2.
3.
All the resident directors of the Company are registered as taxpayers and
none of them has defaulted in payment of any loan to a banking company,
a DFI or an NBFI or, being a member of a stock exchange, has been declared
as defaulter by that stock exchange.
4.
No casual vacancy occurred in the Board of directors during the year ended
June 30, 2013.
35
5.
The Company has prepared a Code of Conduct and has ensured that
appropriate steps have been taken to disseminate it throughout the
Company along with its supporting policies and procedures.
6.
The Board has developed vision and mission statements, overall corporate
strategy and significant policies of the Company. A complete record of
particulars of significant policies along with the dates on which they were
approved or amended has been maintained.
7.
All the powers of the Board have been duly exercised and decisions on
material transactions, including appointment and determination of
remuneration and terms and conditions of employment of the CEO, other
executive and non-executive directors, have been taken by the board.
8.
9.
The Directors were apprised of their duties and responsibilities from time to
time.
10.
11.
The directors' report for this year has been prepared in compliance with the
requirements of the code and fully describes the salient matters required to
be disclosed.
12.
The CEO and CFO duly endorsed the financial statements of the Company
before approval of the Board.
13.
The directors, CEO and executives do not hold any interest in the shares of
the Company other than that disclosed in the pattern of shareholding.
14.
The Company has complied with all the corporate and financial reporting
requirements of the Code.
15.
16.
The meetings of the audit committee were held at least once every quarter
prior to approval of interim and final results of the Company and as required
by the Code. The terms of reference of the committee have been formed
and advised to the committee for compliance.
36
17.
18.
The Board has set-up an effective internal audit function and that is involved
in the Internal Audit on full time basis relating to the business and other
affairs of the Company.
19.
The statutory auditors of the Company have confirmed that they have
been given a satisfactory rating under the quality control review program
of the Institute of Chartered Accountants of Pakistan, that they or any of the
partners of the firm, their spouses and minor children do not hold shares
of the Company and that the firm and all its partners are in compliance with
International Federation of Accountants (IFAC) guidelines on code of ethics
as adopted by the Institute of Chartered Accountants of Pakistan.
20.
The statutory auditors or the persons associated with them have not
been appointed to provide other services except in accordance with the
listing regulations and the auditors have confirmed that they have observed
IFAC guidelines in this regard.
21.
The related party transactions have been placed before the audit
committee and approved by the Board of Directors along with pricing
methods for transactions carried out on terms equivalent to those that
prevail in the arms length transactions.
22.
23.
We confirm that all other material principles contained in the Code have been
complied with.
On behalf of the Board
SHUAIB A. MALIK
Deputy Chairman & Chief Executive Officer
August 14, 2013
37
38
b.
c.
d.
Facilitating the external audit and discussion with external auditors of major
observations arising from interim and final audits and any matter that the auditors
may wish to highlight (in the absence of management, where necessary);
e.
f.
g.
Review of the scope and extent of internal audit and ensuring that the internal
audit function has adequate resources and is appropriately placed;
h.
i.
Ascertaining that the internal control systems including financial and operational
controls, accounting systems for timely and appropriate recording of purchases
and sales, receipts and payments, assets and liabilities and reporting structure
are adequate and effective;
Annual Report 2013
39
j.
k.
l.
m.
n.
o.
ii)
iii)
iv)
40
STAKEHOLDERS'
INFORMATION
41
42
43
44
National Refinery Limited
44
45
Annual Report 2013
Annual Report 2013
45
46
National Refinery Limited
46
47
Annual Report 2013
Annual Report 2013
47
48
49
50
FINANCIAL
STATEMENTS
51
52
53
BALANCE SHEET
AS AT JUNE 30, 2013
Note
ASSETS
(Restated)
2013
2012
(Rupees in thousand)
NON-CURRENT ASSETS
Fixed assets
Long term investment
Long term loans
Long term deposits
3
4
5
6
4,362,936
52,242
30,189
4,445,367
3,695,731
65,413
30,189
3,791,333
7
8
9
10
11
788,078
22,563,754
10,976,992
36,276
8,221
86,120
274,711
492,524
16,004,875
51,231,551
986,568
25,359,710
13,262,184
40,127
6,666
110,686
248,126
3,230,473
10,078,554
53,323,094
55,676,918
57,114,427
CURRENT ASSETS
Stores, spares and chemicals
Stock-in-trade
Trade debts
Loans and advances
Trade deposits and short-term prepayments
Interest accrued
Other receivables
Financial asset - held to maturity investments
Cash and bank balances
12
13
14
TOTAL ASSETS
EQUITY AND LIABILITIES
SHARE CAPITAL AND RESERVES
Share capital
15
Reserves
16
799,666
26,071,688
799,666
26,871,354
24,426,729
25,226,395
17
18
285,389
80,288
365,677
223,437
172,647
396,084
19
20
26,546,460
411,401
1,482,026
28,439,887
29,748,891
398,905
1,344,152
31,491,948
28,805,564
31,888,032
55,676,918
57,114,427
LIABILITIES
NON-CURRENT LIABILITIES
Retirement benefit obligations
Deferred taxation
CURRENT LIABILITIES
Trade and other payables
Provisions
Taxation - provision less payments
TOTAL LIABILITIES
CONTINGENCIES AND COMMITMENTS
21
Chief Executive
54
Director
Note
Gross sales
22
23
Net sales
Cost of sales
24
Gross profit
2013
2012
(Rupees in thousand)
216,123,042
207,588,512
(36,938,627)
(32,791,437)
179,184,415
174,797,075
(174,118,575)
(170,074,583)
5,065,840
4,722,492
25
(1,037,671)
(1,264,034)
Administrative expenses
26
(508,039)
(464,104)
Other income
27
28
2,179,743
(354,519)
5,345,354
Operating profit
Finance cost
29
30
(870,547)
3,136,832
(336,454)
5,794,732
(1,342,860)
4,474,807
4,451,872
(1,630,350)
(1,833,488)
2,844,457
2,618,384
2,844,457
2,618,384
(Rupees)
Earnings per share - basic and diluted
31
35.57
32.74
Chief Executive
Director
55
Note
(Restated)
2012
2013
(Rupees in thousand)
32
6,283,015
(834,333)
(1,584,835)
(2,395,070)
13,171
(2,556)
(16)
(69,778)
(74,285)
(7,217)
(7,927)
(314)
4,634,356
(3,314,501)
(977,992)
(653,944)
(2,816)
(1,797)
600
1,053
199,392
496,604
558,259
855,789
(222,557)
697,705
33
(1,195,924)
(1,993,165)
3,215,875
(4,609,961)
13,278,525
17,888,486
16,494,400
13,278,525
Chief Executive
56
Director
CAPITAL RESERVES
CAPITAL
Issued,
Capital
Exchange
subscribed compensation equalisation
and paid-up
reserve
reserve
REVENUE RESERVES
General
Unappropriated
reserve
profit
Special
reserve
(note 16.2)
Total
3,869,068
24,607,175
(note 16.1)
(Rupees in thousand)
799,666
10,142
4,117
13,988,000
3,900,000
5,936,182
2,618,384
-
2,618,384
(3,900,000)
(1,999,164)
117,324
2,618,384
-
2,618,384
-
(1,999,164)
(117,324)
799,666
10,142
4,117
17,888,000
2,772,726
3,751,744
25,226,395
799,666
10,142
4,117
17,888,000
2,772,726
3,751,744
25,226,395
10,142
4,117
799,666
1,573,000
19,461,000
2,844,457
-
2,844,457
(1,573,000)
(1,199,498)
2,844,685
2,844,457
3,751,744
2,844,457
-
(1,199,498)
26,871,354
Chief Executive
Director
57
2.
i.
Taxation
The Company recognises provision for income tax based on best current estimates. However, where the
final tax outcome is different from the amounts that were initially recorded, such differences impact the
income tax provision in the period in which such determination is made.
ii.
Management believes that the change in outcome of estimates would not have a material impact on the amounts
disclosed in the financial statements.
No critical judgement has been used in applying the accounting policies.
58
During the year the Securities and Exchange Commission of Pakistan has notified certain amendments in the
Fourth Schedule to the Companies Ordinance, 1984, which specifically classifies major parts and stand-by
equipment into property, plant and equipment.
2012
2013
(Rupees in thousand)
Reclassification from
Reclassification to
149,193
162,118
The change in the requirement is considered to be a change in accounting policy and has been applied
retrospectively to all prior periods presented. As there is no material effect in the information in the balance
sheet at the beginning of the earliest period presented, the Company has not presented that balance sheet.
2.4 New and amended standards and interpretations that are effective in the current year
There are no new amended standards and interpretations that have been published and are mandatory for
accounting periods on or after July 1, 2012 that would have a material effect on the Company's operations
and are, therefore, not detailed in these financial statements.
2.5 Standards, interpretations and amendments to published approved accounting standards that are considered
relevant, but not yet effective
-
IAS 19 (amendment) - 'Employee Benefits', is effective for accounting periods beginning on or after
January 1, 2013. It eliminates the corridor approach and recognises all actuarial gains and losses in the
other comprehensive income as they occur, immediately recognises all past service cost and replaces
interest cost on the defined benefit obligation and the expected return on plan assets with a net interest
cost based on the net defined benefit asset or liability and the discount rate, measured at the beginning of
the year. The application of these amendments would result in the recognition of cumulative unrecognised
actuarial gains / losses as at July 1, 2013 as disclosed in note 17 in other comprehensive income in the
financial statements for the year ending June 30, 2014.
There are no other standards, amendments to existing approved accounting standards and new interpretations
that are not yet effective that would be expected to have a material impact on the financial statements of
the Company.
2.6 Overall Valuation Policy
These financial statements have been prepared under the historical cost convention except as otherwise
disclosed in the respective accounting policies notes.
59
60
The carrying value of intangible assets are reviewed for impairment when events or changes in circumstances
indicate that the carrying value may not be recoverable. If any such indication exists and where the carrying
value exceed the estimated recoverable amount, the assets are written down to their recoverable amount.
2.9 Investments
The Company determines the appropriate classification of its investment at the time of purchase.
Investment in securities which are intended to be held for an undefined period of time are classified as available
for sale. These are initially measured at fair value including the transaction costs. Subsequent measurement of
investments whose fair value can be reliably measured is stated at fair value with gains or losses taken to
other comprehensive income.
Available for sale investments in unlisted securities whose fair value can not be reliably measured are carried
at cost less impairment, if any.
Investments with fixed payments and maturity that the Company has positive intent and ability to hold till
maturity are classified as held-to-maturity investments. These are measured at amortised cost using effective
interest method.
Investments classified as investments at fair value through profit or loss are initially measured at cost being
fair value of consideration given. At subsequent dates these investments are measured at fair value with any
resulting gains or losses recognised directly in the profit and loss account. The fair value of such investments
is determined on the basis of prevailing market prices. In the case of investments in open ended mutual
funds, fair value is determined on the basis of period end Net Asset Value (NAV) as announced by the
Asset Management Company.
Impairment, if any is charged to profit and loss account.
2.10 Stores, spares and chemicals
Stores, spares and chemicals, except items in transit, are stated at moving average cost. Cost comprises invoice
value and other direct costs. Provision is made for slow moving and obsolete items wherever necessary.
Items in transit are valued at cost comprising invoice value plus other charges incurred thereon.
2.11 Stock-in-trade
Stock of crude oil is valued at lower of cost, determined on a First-In-First-Out (FIFO) basis and net realisable
value. Crude oil in transit is valued at cost comprising invoice value plus other charges incurred thereon.
61
Funded pension scheme for permanent, regular and full time managerial and supervisory staff of the
Company who joined prior to January 01, 2012. Contributions are made to the fund on the basis of actuarial
valuation and are charged to income. The most recent valuation of the scheme was carried out as at
June 30, 2013, using the Projected Unit Credit Method.
ii)
Funded gratuity scheme for non-management permanent employees of the Company. Provision is made
annually to cover obligations under the scheme, as per actuarial valuation. The most recent valuation of the
scheme was carried out as at June 30, 2013, using the Projected Unit Credit Method.
iii) Funded medical scheme for its management employees who joined the Company prior to
1 September 2006. Provision is made annually to cover obligations under the scheme, by way of a charge
to income, calculated in accordance with the actuarial valuation. The most recent valuation of the scheme
was carried out as at June 30, 2013, using the Projected Unit Credit Method.
62
iv) A gratuity scheme for management employees of the Company joining on or after January 1, 2012.
Provision is made annually to cover obligations under the scheme, as per actuarial valuation. The most
recent valuation of the scheme was carried out as at June 30, 2013, using the Projected Unit Credit
Method. The Company is in the process of establishing the Fund for the scheme for which the approval
will be obtained from Commissioner Inland Revenue.
Cumulative net unrecognised actuarial gains and losses at the beginning of the year which exceed 10% of the
greater of the present value of the obligations and the fair value of respective fund's assets are amortised over
the average remaining working lives of employees participating in the plan.
2.15
Compensated absences
The Company accounts for compensated absences on the basis of unavailed leave balance of each employee
at the end of the year.
Provisions are made to cover the obligations under the scheme on the basis of actuarial valuation and are
charged to income. The most recent valuation was carried out as at June 30, 2013 using the 'Projected Unit
Credit Method'.
2.16
2.17
Provisions
Provisions are recognised when the Company has a legal or constructive obligation as a result of past events,
and it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation. Provisions are reviewed at
each balance sheet date and adjusted to reflect the current best estimates.
2.18
Taxation
2.18.1 Current
The charge for current taxation is based on the taxable income for the year, determined in accordance with the
prevailing law for taxation on income, using prevailing tax rates after taking into account tax credits and rebates
available, if any.
2.18.2 Deferred
Deferred tax is accounted for using the liability method on all temporary differences arising between tax base
of assets and liabilities and their carrying amounts in the financial statements. Deferred tax liability is generally
recognised for all taxable temporary differences and deferred tax asset is recognised to the extent that it is
probable that future taxable profits will be available against which the deductible temporary differences,
unused tax losses and tax credits can be utilised. Deferred tax is charged or credited in the profit and loss
account. Deferred income tax is determined using tax rates and prevailing law for taxation on income that
have been enacted or substantively enacted by the balance sheet date and are expected to apply when the
related deferred income tax asset is realised or the deferred income tax liability is settled.
63
2.19
Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and
the revenue can be reliably measured. Revenue is recognised as follows:
a) Local sales of products delivered through pipelines are recorded when products passes through pipelines
flange. Sale of products loaded through gantry is recognised when products are loaded into tank lorries.
b) Export sales are recorded on the basis of products delivered to tankers.
c) Handling and storage income, pipelines charges, scrap sales, insurance commission and rental income
are recognised on accrual basis.
d) Return / Interest on bank deposits and advances to employees are recognised on accrual basis.
e) Return / Interest on treasury bills is recognised using the effective interest method.
f) Dividend income is recognised as income when the right of receipt is established.
2.20
Borrowing cost
Borrowing costs are recognised as an expense in the period in which these are incurred except where such
costs are directly attributable to the acquisition, construction or production of a qualifying asset in which case
such costs are capitalised as part of the cost of that asset.
2.21
64
2.22
2.23
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources
and assessing performance of the operating segments, has been identified as Chief Executive Officer
of the Company.
2.24
(Restated)
2012
2013
(Rupees in thousand)
3.
FIXED ASSETS
Property, plant and equipment
- Operating assets - note 3.1
- Major spare parts and stand-by
equipments - note 3.2
- Capital work-in-progress - note 3.3
2,977,683
2,939,577
149,193
162,118
1,232,954
592,552
4,359,830
3,694,247
3,106
1,484
4,362,936
3,695,731
65
Buildings
on
leasehold
land
Oil terminal
Processing
plant and
storage tanks
Power
generation
plant
Pipelines
Water, power
and other
utilities
Vehicles
Furniture
and
fixtures
Computers
and other
related
accessories
Office and
other
equipments
Total
(Rupees in thousand)
47,225
184,835
406,267
1,165,551
96,013
190,771
441,413
13,440
5,275
8,721
380,066
2,939,577
Additions including
transfers - note 3.1.2
8,329
4,081
178,037
11,460
11,583
69,335
5,519
730
4,042
53,213
346,329
(1,765)
(68)
(1,833)
1,750
60
1,810
(8)
(23)
(3,918)
(33,554)
(308,200)
Disposals
Cost
Depreciation
(15,084)
(32,370)
(36,874)
(24,195)
(40,234)
(4,305)
46,625
178,080
377,978
1,227,299
70,599
178,159
470,514
14,639
5,228
8,845
399,717
2,977,683
60,035
412,960
667,212
5,134,103
758,753
411,964
1,331,253
79,642
12,607
55,755
664,800
9,589,084
(13,410)
(234,880)
(289,234)
(3,906,804)
(688,154)
(233,805)
(860,739)
(65,003)
(7,379)
(46,910)
(265,083)
(6,611,401)
46,625
178,080
377,978
1,227,299
70,599
178,159
470,514
14,639
5,228
8,845
399,717
2,977,683
47,825
196,282
381,124
1,192,595
136,596
186,807
470,416
14,372
5,394
4,442
367,626
3,003,479
Additions including
transfers - note 3.1.2
3,521
56,550
75,422
26,563
8,161
4,344
655
7,469
41,071
223,756
Cost
(1,890)
(3,848)
(5,501)
(11,239)
Depreciation
1,618
3,842
5,485
10,945
(14,968)
(31,407)
(40,583)
(22,599)
(37,164)
(5,004)
47,225
184,835
406,267
1,165,551
96,013
190,771
441,413
13,440
60,035
404,631
663,131
4,956,066
747,293
400,381
1,261,918
(12,810)
(219,796)
(256,864)
(3,790,515)
(651,280)
(209,610)
47,225
184,835
406,267
1,165,551
96,013
190,771
Depreciation charge
Closing net book value
(600)
(116,289)
(15)
(777)
Disposals
Depreciation charge
Closing net book value
(600)
(102,466)
(272)
(6)
(16)
(294)
(3,184)
(28,615)
(287,364)
5,275
8,721
380,066
2,939,577
75,888
11,877
51,713
611,655
9,244,588
(820,505)
(62,448)
(6,602)
(42,992)
(231,589)
(6,305,011)
441,413
13,440
5,275
8,721
380,066
2,939,577
(774)
Annual Rate of
Depreciation %
66
5 to 8
5 & 33.33
6 & 33.33
20
7.5
33.33
5 to 15
3.1.1
Leasehold land includes land subleased / licensed to the following lessees / licensees:
During the year, the following amounts have been transferred from capital work-in-progress (note 3.3) to
operating assets (note 3.1):
2012
2013
(Rupees in thousand)
Buildings on leasehold land
8,329
3,521
Oil terminal
2,307
56,550
187,715
75,422
Pipelines
11,583
26,563
64,474
8,161
32,347
24,604
306,755
194,821
(Restated)
2012
2013
(Rupees in thousand)
3.2
283,801
227,428
96,377
114,454
(105,116)
(58,081)
275,062
283,801
(125,869)
(121,683)
149,193
162,118
3.2.1 During the year net charge of Rs. 4.19 million (2012: Rs. 9.61 million) was booked.
67
3.3
Capital work-in-progress
Opening balance
592,552
231,276
947,157
556,097
(306,755)
(194,821)
2012
2013
(Rupees in thousand)
1,232,954
592,552
7,995
1,096,437
451,158
40,318
48,842
6,188
8,588
3,388
12,792
39,233
19,355
3.4
4,292
Pipelines
Office and other equipments
3.3.1.1
2,823
14,642
29,925
39,530
1,232,954
592,552
This relates to cost associated with front end engineering designs and process licenses in relation to the fuel
and lube refineries upgradation projects. These projects have been undertaken; (i) to comply with the
government's directives to produce High Speed Diesel with low sulphur contents and; (ii) to enhance
Company's profitability on a sustainable basis.
2013
2012
(Rupees in thousand)
1,484
35
2,816
1,797
(1,194)
3,106
(348)
1,484
68
55,449
52,633
(52,343)
3,106
(51,149)
1,484
4.
2013
2012
(Rupees in thousand)
5.
10,800
10,800
10,800
10,800
- Executives
48,703
56,001
- Employees
18,440
67,143
25,049
81,050
- Executives
13,524
13,195
- Employees
2,547
16,071
51,072
3,577
16,772
64,278
- Executives
388
649
- Employees
1,491
1,879
1,002
1,651
- Executives
207
260
- Employees
502
709
1,170
256
516
1,135
52,242
65,413
69
2012
Total
Executives
(Rupees in thousand)
Employees
Total
56,650
26,051
82,701
37,879
40,920
78,799
5,024
(5,024)
15,167
(15,167)
4,620
2,870
7,490
16,075
8,000
24,075
(17,203)
(3,966)
(21,169)
(12,471)
(7,702)
(20,173)
49,091
19,931
69,022
56,650
26,051
82,701
5.2 The secured loans to executives and employees are for the purchase of motor cars and house building. These
are granted in accordance with the terms of their employment and are recoverable in monthly instalments over
a period ranging between 5 to 10 (2012: 5 to 10) years. Certain of these loans are interest free, whereas others
carry interest ranging from 3% to 7% (2012: 3% to 7%) per annum in case of motor car loans and 5%
(2012: 5%) per annum in case of house loans. These loans are secured against original title documents of
respective assets.
5.3 The unsecured loans to executives and employees are either personal loans or given for the purchase of
furniture and motor cycles. These are granted in accordance with the terms of their employment and are
recoverable in monthly instalments over a period of 4 to 12 (2012: 4 to 12) years and are interest free.
6.
7.
70
2013
2012
(Rupees in thousand)
14,216
15,973
14,216
15,973
30,189
30,189
(Restated)
2013
2012
(Rupees in thousand)
268,358
788,730
111,281
1,168,369
491,555
781,176
102,866
1,375,597
45,920
1,214,289
56,397
1,431,994
(426,211)
(445,426)
788,078
986,568
20,071
6,930
17,332
8,731
11,252
12,567
- Mema Packages
11,450
39,678
48,655
7.2
The Company made a reversal of provision for slow moving and obsolecence of
Rs.19.22 million (2012: Nil).
2013
2012
(Rupees in thousand)
8.
STOCK-IN-TRADE
Crude oil and condensate [including
in transit Rs. 156.35 million
(2012: Rs. 70.68 million )]
5,796,476
6,578,110
2,906,729
5,091,602
13,860,549
13,689,998
22,563,754
25,359,710
8.1
During the year ended June 30, 2013, the Company changed its cost estimation formula for
valuation of stock-in-trade from weighted average to First-In-First-Out (FIFO) basis to be
consistent with industry and maintenance practice of inventory. Had the cost formula not
been changed, profit before tax for the year and stock-in-trade would have been lower
by Rs. 250.78 million.
8.2
8.3
402,025
107,547
83,970
50,094
344,319
544,633
593,542
939,046
71
9.
2013
2012
(Rupees in thousand)
Considered good
- Related party - Attock Petroleum Limited - note 9.1
6,714,759
1,459,794
4,262,233
11,802,390
Considered doubtful
21,174
10,998,166
21,174
13,283,358
(21,174)
10,976,992
9.1
There are no trade debts receivable from related party that are past due or impaired.
9.2
The age analysis of debt past due but not impaired is as follows:
(21,174)
13,262,184
2013
2012
(Rupees in thousand)
Up to 3 months
3 to 6 months
2,456
305,638
-
10,441
8,834,985
13,524
2,547
16,071
13,195
3,577
16,772
- Executives
207
260
- Employees
502
256
709
516
715
782
1,147
1,712
15,922
18,781
36,276
1,963
1,754
18,340
22,057
40,127
39,514
72
598
335
886
6,737
7,623
732
5,599
6,331
8,221
6,666
Prepayments
- Insurance
- Others
12.
4,894
8,811
1,712
232,809
232,809
- Claims receivable
1,251
1,251
4,283
6,306
4,171
22,663
1,877
274,711
248,126
12.1
This represents price differential claims receivable from Government of Pakistan. On behalf
of oil refineries, Oil Companies Advisory Committee (OCAC) has presented the claims
before the Ministry of Petroleum & Natural Resources, which are under review.
12.2
This includes deposit with Sindh High Court as per Court's Order on account of dispute with
Karachi Water and Sewerage Board amounting to Rs. 21.07 million (2012: Nil).
2013
2012
(Rupees in thousand)
13.
13.1
492,524
3,230,473
These are held by Company's banker on behalf of the Company. The yield on these bills
ranges from 9.23% to 9.37% (2012: 11.87% to 11.92%) per annum and these bills will
mature from August 2013 and September 2013.
73
500
500
99,350
6,863,890
38,662
6,248,730
9,041,135
16,004,375
3,790,662
10,078,054
16,004,875
10,078,554
14.1
These will mature from July 2013 to June 2014 and includes Rs. 345.64 million
(2012: Rs. 290.66 million) under lien with banks against bank guarantees issued on behalf of the
Company.
14.2
These carry interest at the rates varying from 6% to 11.90% (2012: 6% to 12.75%) per annum.
15.
SHARE CAPITAL
2013
2012
(Rupees in thousand)
Number of shares
Authorised
100,000,000
1,000,000
1,000,000
Ordinary shares of
Rs. 10 each fully paid in cash
594,504
594,504
6,469,963
Ordinary shares of
Rs. 10 each issued for
consideration other than cash
64,700
64,700
140,462
140,462
799,666
799,666
14,046,180
Ordinary shares of
Rs. 10 each issued as fully
paid bonus shares
79,966,560
15.1
As at June 30, 2013 and 2012, Attock Group holds 51% equity stake in the Company through
the following companies:
2013
2012
(Number of shares)
74
19,991,640
19,991,640
19,991,640
19,991,640
799,665
799,665
16.
RESERVES
2013
2012
(Rupees in thousand)
Capital reserves
Capital compensation reserve - note 16.1
10,142
10,142
4,117
14,259
4,117
14,259
General reserve
19,461,000
17,888,000
Unappropriated profit
2,844,685
22,305,685
2,772,726
20,660,726
3,751,744
26,071,688
3,751,744
24,426,729
Revenue reserves
Capital compensation reserve includes net amounts for (a) premature termination of crude
oil sales, bareboat charter-party and technical assistance agreements, (b) design
defects and terminated service agreements and (c) termination of bareboat charter-party
and affreightment agreements.
16.2
As per the Import Parity Pricing formula, effective July 1, 2002, certain refineries including
the Company have been directed to transfer from their net profit after tax for the year from
fuel refinery operations, an amount in excess of 50% of the paid-up share capital, as on
July 1, 2002 attributable to fuel segment, to offset against any future losses or to make
investment for expansion or up-gradation and is therefore not available for distribution.
During the year Government of Pakistan issued a policy framework for up-gradation and
expansion of refinery project which interalia states that:
-
refineries will not be allowed to offset losses, if any, for year ending June 30, 2013 or
subsequent years against the amount of profit above 50% accumulated or to be
accumulated in the Special Reserve Account as per current pricing formula; and
the amount of profits above 50% will be accumulated in the Special Reserve account
as per the pricing formula (including unutilised balance), which shall along with
amounts presently available with refineries be deposited on half yearly basis (with final
adjustment on annual basis) in an ESCROW Account to be operated jointly with
Finance Division and shall be available for utilisation exclusively for up-gradation of
refineries.
Based on above the Company has not offset loss for the year ended June 30, 2013 on fuel
refinery operations and is in discussions with Ministry of Petroleum about the opening of
ESCROW Account.
16.3
75
Pension
Fund
17.1
Funded status
Unrecognised net actuarial gain / (loss)
Recognised liability
Gratuity
Fund
2012
Medical
Fund
Gratuity
Un-funded
3,871,133
128,810
840,730
(3,574,309)
(90,649)
(780,502)
795
-
3,264,638
118,209
786,802
(3,252,080)
(73,844)
(712,300)
296,824
38,161
60,228
795
12,558
44,365
74,502
(190,450)
(24,335)
104,543
(377)
69,142
(37,292)
60,082
106,374
13,826
164,771
418
81,700
7,073
134,584
80
80
80
81,700
7,073
134,584
80
70,604
4,374
104,879
94,452
13,970
30,187
338
85,381
10,626
30,019
(69,778)
(7,217)
(74,285)
(7,927)
106,374
13,826
164,771
418
81,700
7,073
134,584
80
87,931
5,314
14,082
288
83,020
4,325
13,578
77
406,113
16,557
105,301
394,539
13,377
104,778
(399,592)
(9,599)
(89,196)
(392,178)
(8,296)
(88,337)
1,698
1,220
94,452
13,970
30,187
338
85,381
10,626
30,019
(314)
80
-
50
80
118,209
786,802
80
2,938,458
90,789
728,221
Service cost
87,931
5,314
14,082
288
83,020
4,325
13,578
Interest cost
406,113
16,557
105,301
50
394,539
13,377
104,778
Benefits paid
(185,830)
(1,448)
(23,855)
298,281
(9,822)
(41,600)
377
20,271
Opening balance
Gratuity
Pension
Un-funded
Fund
(note - 2.14.2)
(Rupees in thousand)
17.4
Medical
Fund
Movement in liability
2013
Reconciliations of obligations
17.2
Gratuity
Fund
(171,650)
(643)
77
3
(21,691)
10,361
(38,084)
3,871,133
128,810
840,730
795
3,264,638
118,209
786,802
3,252,080
73,844
712,300
2,950,214
59,039
651,744
80
399,592
9,599
89,196
392,178
8,296
88,337
Contributions
69,778
7,217
74,285
7,927
314
Benefits paid
(185,830)
(1,448)
(23,855)
(171,650)
38,689
1,437
2,861
7,053
3,574,309
90,649
780,502
3,252,080
73,844
712,300
438,281
11,036
92,057
372,926
7,521
75,883
Expected return
76
(643)
(21,691)
(775)
(6,404)
2013
Historical information
2012
2011
(Rupees in thousand)
2010
2009
PENSION FUND
As at June 30
Present value of defined benefit obligation
Fair value of plan assets
3,871,133
3,264,638
2,938,458
2,478,854
2,312,535
(3,574,309)
(3,252,080)
(2,950,214)
(2,659,526)
(2,396,530)
12,558
(11,756)
(180,672)
(83,995)
Deficit / (Surplus)
296,824
298,281
20,271
223,123
(8,813)
(104,285)
37,485
(19,252)
104,861
67,285
(148,795)
128,810
118,209
90,789
73,659
53,946
(90,649)
(73,844)
(59,039)
(47,721)
(62,950)
(9,004)
Deficit / (Surplus)
38,161
44,365
31,750
25,938
(9,822)
10,361
12,092
11,105
2,681
1,006
(1,199)
(15,500)
1,437
(775)
MEDICAL FUND
As at June 30
Present value of defined benefit obligation
Fair value of plan assets
Deficit
Experience (gain) / loss on obligation
Experience gain / (loss) on plan assets
17.7
786,802
728,221
645,699
581,215
(712,300)
(651,744)
(551,351)
(534,593)
60,228
74,502
76,477
94,348
46,622
(41,600)
(38,084)
7,611
6,556
(39,626)
2,875
(12,454)
5,708
(39,896)
(41,160)
Gratuity
2013
2012
Medical fund
2013
2012
Gratuity (un-funded)
2013
2012
89.34%
90.76%
90.79%
88.66%
63.46%
47.86%
Equity
2.93%
2.75%
7.86%
6.78%
0.00%
0.00%
Mixed funds
7.73%
6.33%
0.00%
0.00%
36.50%
34.60%
Others
0.00%
0.16%
1.35%
4.56%
0.04%
17.54%
Debt Instrument
17.8
840,730
(780,502)
11.00% p.a
13.50% p.a
11.00% p.a
13.50% p.a
11.00% p.a
13.50% p.a
11.00% p.a
13.50% p.a
8.00% p.a
10.00% p.a
10.00% p.a
12.50% p.a
8.00% p.a
10.50% p.a
10.00% p.a
12.50% p.a
10.00% p.a
12.50% p.a
10.00% p.a
12.50% p.a
8.00% p.a
10.50% p.a
10.00% p.a
12.50% p.a
5.00% p.a
6.50% p.a
11.00% p.a
12.50% p.a
11.00% p.a
12.50% p.a
11.00% p.a
12.50% p.a
60 years
60 years
60 years
60 years
60 years
60 years
The effects of a 1% movement in the assumed medical cost trend rate are as follows:
60 years
60 years
Increase
Decrease
(Rupees in thousand)
16,203
13,272
126,680
104,424
2013
2012
17.10
Male
16.8
16.8
Female
21.2
21.2
The expected contributions to the plans for the coming year are as follows:
Pension fund
(Rupees in thousand)
98,350
Gratuity fund
9,876
Medical fund
20,750
Gratuity (un-funded)
17.11
Years
1,548
77
DEFERRED TAXATION
Credit / (Debit) balances arising in respect of:
- accelerated tax depreciation and amortisation
553,179
548,001
(164,430)
(171,891)
(63,803)
(64,930)
Provisions for:
- slow moving and obsolete stores,
spares and chemicals
- duties and taxes
19.
(108,687)
(59,510)
(135,971)
(79,023)
(472,891)
(375,354)
80,288
172,647
20,986,932
25,927,544
925,163
1,107,730
273,297
626,493
675,351
Retention money
15,247
12,207
30,486
27,981
309,242
470,284
78
709,788
1,960,272
19.1
36,687
16,256
14,091
138,914
122,750
5,106
10,476
63,910
60,336
1,067,669
690,160
7,491
3,488
26,546,460
29,748,891
This represents amount to be deposited in Inland Freight Equalisation Margin pool in respect of surplus of High
Speed Diesel (HSD) price as per Pakistan State Oil Limited's (PSO) actual import price excluding ocean losses
over HSD price based on import price parity formula in accordance with the Economic Coordination
Committee's decision dated February 26, 2013.
19.2
(11,373)
239,091
2,041
257,388
227,718
(241,132)
(213,627)
14,091
194,220
217,181
411,401
194,220
204,685
398,905
165,214
165,214
29,006
194,220
29,006
194,220
PROVISIONS
Duties and taxes - note 20.1
Others - note 20.2
20.1
14,091
241,256
16,256
2013
2012
(Rupees in thousand)
20.1.1
This represents amount claimed by the Government of Pakistan (GoP), on the grounds that the Company had
been allowed excess refunds in the year 2000 - 2001, on account of Import Parity Formula. The Company has
taken up this matter with the GoP and is contesting the same.
20.1.2
This represents provision made by the Company in respect of sales tax and central excise duty aggregating to
Rs. 29.01 million (2012: Rs. 29.01 million), determined by the Collectorate of Customs, Sales Tax and Central
Excise (Adjudication) in 2004 in respect of goods sold by the Company to one of its customer without deduction
of sales tax and central excise duties.
20.2
This includes provision for interest made by the Company aggregating to Rs. 133.83 million
(2012: Rs. 121.33 million) in respect of arbitration claim from one of the suppliers of the Company on account
of cancellation of a supply contract and Rs. 55.62 million (2012: Rs. 55.62 million) in respect of sales tax and
excise duty on account of purchases of crude oil and drums.
20.3
Reconciliation of provisions
Balance at the beginning of the year
Provisions
Payment
Balance at the end of the year
2013
2012
(Rupees in thousand)
398,905
428,676
12,496
9,177
(38,948)
411,401
398,905
79
21.
21.1
Contingencies
21.1.1
Outstanding counter guarantees at the end of the year amounted to Rs. 345.64 million (2012: Rs. 295.60 million).
21.1.2
Claims not acknowledged by the Company as debt at the end of the year amounted to Rs. 4.57 billion
(2012: Rs. 4.35 billion). These include claims accumulating to Rs. 4.30 billion (2012: Rs. 3.57 billion) in respect
of late payment surcharge claimed by crude oil suppliers and Rs. 16.49 million (2012: Rs. 354.29 million) relating
to freight claims.
21.1.3
The Company has raised claims on certain Oil Marketing Companies (OMCs) in respect of interest on late
payments against receivables aggregating to Rs. 5.08 billion (2012: Rs. 4.98 billion). However, these have not
been recognised in the financial statements as these claims have not been acknowledged by the OMCs.
21.2
Commitments
21.2.1
Commitments outstanding for capital expenditures as at June 30, 2013 amounted to Rs. 603.56 million
(2012: Rs. 940.30 million).
21.2.2
Outstanding letters of credit at the end of the year amounted to Rs. 17.35 billion (2012: Rs. 18.06 billion).
2013
22.
23.
GROSS SALES
(Rupees in thousand)
(Rupees in thousand)
Local
Less: sales returns
193,716,679
193,716,679
180,678,301
(53,949)
180,624,352
Exports
22,406,363
216,123,042
26,964,160
207,588,512
1,089,998
26,807,541
518
8,767,273
273,297
1,129,333
24,810,105
1,294,810
5,557,189
-
36,938,627
32,791,437
80
2012
24.
COST OF SALES
Opening stock of semi-finished products
Crude oil, condensate and drums
consumed - notes 24.1 and 24.2
Stores, spares and chemicals consumed
Salaries, wages and staff benefits - note 24.3
Staff transport and canteen
Fuel, power and water
Rent, rates and taxes
Insurance
Contract services
Repairs and maintenance
(Reversal) / Provision for slow moving and
obsolete stores, spares and chemicals
Depreciation - note 3.1
Health, safety, environment and related cost
Professional charges
Consultancy charges
Others
Closing stock of semi-finished products - note 8
Cost of products manufactured
Opening stock of finished products
Closing stock of finished products - note 8
24.1
2013
2012
(Rupees in thousand)
5,091,602
2,579,119
167,422,607
472,150
1,053,437
98,307
2,119,510
37,309
249,233
59,206
317,392
170,374,228
431,812
968,213
87,082
2,067,650
35,212
231,011
58,047
79,633
(15,029)
272,656
5,734
1,529
5,605
4,607
172,104,253
(2,906,729)
174,289,126
22,151
253,894
3,623
2,610
11,050
4,434
174,630,650
(5,091,602)
172,118,167
13,689,998
(13,860,549)
(170,551)
11,646,414
(13,689,998)
(2,043,584)
174,118,575
170,074,583
6,578,110
166,130,365
(5,796,476)
166,911,999
510,608
167,422,607
5,121,396
171,149,407
(6,578,110)
169,692,693
681,535
170,374,228
24.2
Cost of crude oil and condensate consumed in respect of non-finalised Crude Oil Sale Agreements has been
recorded provisionally in line with notifications of the Ministry of Petroleum & Natural Resources.
24.3
Includes Rs. 92.01 million (2012: Rs. 82.60 million) and Rs. 28.94 million (2012: Rs. 28.55 million) in respect
of defined benefit and defined contribution plans respectively.
81
25.
25.1
26.
2013
2012
(Rupees in thousand)
58,800
6,058
3,433
543,639
224,634
114,806
22,481
26,120
12,703
3,048
8,313
3,152
10,484
1,037,671
55,700
5,381
3,784
711,857
270,966
155,331
21,450
7,411
11,226
2,358
(2,734)
7,478
5,794
8,032
1,264,034
Includes Rs. 7.50 million (2012: Rs. 6.91 million) and Rs. 2.16 million (2012: Rs. 2.31 million) in respect of
defined benefit and defined contribution plans respectively.
ADMINISTRATIVE EXPENSES
Salaries and staff benefits - note 26.1
Staff transport and canteen
Directors' fee
Rent, rates and taxes
Depreciation - note 3.1
Amortisation of intangible assets - note 3.4
Legal and professional charges
Printing and stationery
Contract services
Repairs and maintenance
Telecommunication
Electricity and power
Insurance
Training and seminar
Postage and periodicals
Security charges
Others - note 26.2
2013
2012
(Rupees in thousand)
335,828
28,716
3,520
2,662
13,063
1,194
2,365
6,692
33,515
35,763
5,876
3,611
1,621
829
6,119
16,416
10,249
508,039
297,552
24,757
3,129
2,590
12,020
348
3,531
5,430
35,241
32,062
5,283
13,514
1,125
977
5,677
13,417
7,451
464,104
26.1
Includes Rs. 39.44 million (2012: Rs. 36.60 million) and Rs. 11.08 million (2012: Rs. 10.46 million) in respect
of defined benefit and defined contribution plans respectively.
26.2
This includes penalty imposed by Securities and Exchange Commission of Pakistan amounting to Rs 500
thousand.
82
27.
OTHER INCOME
2013
2012
(Rupees in thousand)
909,480
652
637
171,889
415,755
160,818
147,264
44,077
15,583
1,224,109
1,566,766
577
759
5,015
1,924
5,603
6,179
Rental income
7,796
7,446
Rebate on insurance
5,327
4,627
12,287
27.1
28.
229
299
7,671
60,113
2,179,743
3,136,832
This includes reversal of excess mark-up of Rs. 516.28 million accrued on amounts withheld pertaining to
local crude purchases consequent to finalisation of amounts by the Company and settlement of old yield
differential claims with suppliers during the year amounting to Rs. 605.31 million.
2013
2012
(Rupees in thousand)
241,256
239,091
107,019
90,855
6,144
6,508
100
354,519
336,454
83
28.1
Auditors remuneration
Audit fee
1,815
1,650
Taxation services
2,725
3,032
1,177
1,439
427
387
6,144
6,508
12,452
853,776
2,041
1,330
948
9,189
1,331,814
1,425
432
870,547
1,342,860
Out-of-pocket expenses
29.
FINANCE COST
Mark-up on late payment to supplier
Exchange loss - note 29.1
Interest on workers' profits participation fund
Guarantee commission and service charges
Bank charges
29.1
30.
This is net off exchange gain on export sales amounting Rs. 68.02 million (2012: Rs. 132.51 million).
TAXATION
Current
- for the year
- for prior year
84
2013
2012
(Rupees in thousand)
1,759,226
(36,517)
1,722,709
(92,359)
1,678,338
31,412
1,709,750
123,738
1,630,350
1,833,488
4,474,807
4,451,872
1,566,182
438
143,939
(39,341)
(1,984)
(36,517)
(2,367)
1,558,155
(20,385)
302,224
(36,021)
(1,897)
31,412
-
1,630,350
1,833,488
Deferred
30.1
2013
2012
(Rupees in thousand)
2012
2,844,457
2,618,384
79,967
79,967
35.57
32.74
There were no dilutive potential ordinary shares in issue as at June 30, 2013 and 2012.
32.
(Restated)
2013
2012
(Rupees in thousand)
OPERATIONS
4,474,807
4,451,872
309,394
287,712
94,452
85,381
14,308
10,706
30,187
30,019
(15,029)
22,151
(2,734)
(533,693)
(909,480)
(171,889)
(415,755)
(577)
(759)
2,081,055
6,283,015
(4,393,446)
(834,333)
85
(214,633)
Stock-in-trade
2,795,956
(6,012,781)
Trade debts
2,285,192
33.
(3,206,005)
(16,165)
11,780
684,359
(4,706,397)
342,722
12,496
2,081,055
(29,771)
(4,393,446)
16,004,875
10,078,554
489,525
3,199,971
16,494,400
13,278,525
350,000
350,000
36,873,379
32,203,558
34.1
(1,555)
(26,585)
5,274,564
841,043
34.
3,851
34.2
86
35.
Managerial remuneration
Bonus
Retirement benefits
House rent
Conveyance
Leave benefits
Number of person(s)
2012
Executive
Director
2013
Executive
Director
Executives
10,190
5,616
330,088
8,482
5,041
299,352
2,772
1,555
68,020
2,497
1,401
62,436
372
1,493
84,737
2,287
1,381
76,404
4,202
2,184
132,045
3,551
2,014
119,215
30,406
Chief
Executive
Chief
Executive
(Rupees in thousand)
Executives
289
409
35,486
265
376
2,296
473
37,506
732
441
32,076
20,121
11,730
687,882
17,814
10,654
619,889
392
354
35.1
In addition to the above, fee to executive and non-executive directors during the year amounted to Rs. 1.16 million
(2012: Rs. 1.16 million) and Rs. 2.36 million (2012: Rs. 1.97 million) respectively.
35.2
The Chief Executive, director and some of the executives of the Company are provided with free use of Company's
cars and additionally, the Chief Executive, director and executives are also entitled to medical benefits and club
subscriptions in accordance with their terms of service.
36.
36.1
Interest/mark-up bearing
Maturity
Sub total
after one
year
Non-interest/mark-up bearing
Maturity
Maturity
Sub total
up to one
after one
year
year
(Rupees in thousand)
Total
Financial assets
Loans and receivables
2,175
8,973
11,148
18,179
43,269
61,448
Deposits
598
30,189
30,787
30,787
Trade debts
10,976,992
10,976,992
10,976,992
Accrued interest
86,120
86,120
86,120
Other receivables
274,711
274,711
274,711
99,850
99,850
16,004,875
72,596
15,905,025
15,905,025
492,524
492,524
Held to maturity
Investments
492,524
2013
16,399,724
8,973
16,408,697
11,456,450
73,458
11,529,908
27,938,605
2012
13,272,082
8,845
13,280,927
13,680,063
86,757
13,766,820
27,047,747
87
Interest/mark-up bearing
Non-interest/mark-up bearing
Maturity
Maturity
Sub total
Maturity
Maturity
up to one
after one
up to one
after one
year
year
year
year
(Rupees in thousand)
Sub total
Total
Financial liabilities
Trade and other
payables
2013
2012
586,093
26,237,218
26,237,218
26,237,218
26,237,218
26,237,218
26,237,218
27,179,686
27,179,686
27,765,779
1,701,387
586,093
16,399,724
8,973
16,408,697
(14,780,768)
73,458
(14,707,310)
2012
12,685,989
8,845
12,694,834
(13,499,623)
86,757
(13,412,866)
(718,032)
603,559
17,346,621
345,636
2013
18,295,816
2012
19,299,912
36.2
(i)
(ii)
88
30,787
30,524
10,924,581
4,121,561
Deposits
Trade debts
86,120
110,686
Other receivables
274,711
248,126
Investments
492,524
3,230,473
16,004,875
10,078,554
27,886,194
17,907,124
Accrued interest
(iii)
87,200
(iv)
Liquidity risk
Liquidity risk reflects the Company's inability in raising funds to meet commitments.
The Company manages liquidity risk by maintaining sufficient cash and bank balances and the availability of
financing through banking arrangements.
(v)
(vi)
Price risk
The Company is not exposed to any price risk with respect to its investments in treasury bills.
(vii)
89
SEGMENT INFORMATION
37.1
The Companys operating segments are organised and managed separately according to the nature of production
process for products and services provided, with each segment representing a strategic business unit. The fuel
segment is primarily a diverse supplier of fuel products and offers gasoline, diesel oils, and furnace oil. The lube
segment mainly provides different types of lube base oils, asphalt, wax free oil and other petroleum products for
different sectors of the economy. Inter-segment transfers are made at relevant costs to each segment.
37.2
Segment results and assets include items directly attributable to a segment as well as those that can be allocated
on a reasonable basis. Unallocated assets include property, plant and equipment.
The financial information regarding operating segments is as follows:
FUEL
LUBE
2012
2013
- exports
Inter-segment transfers
Elimination of intersegment transfers
Net sales
Segment results after tax
Segment assets
Unallocated assets
2013
2012
(Rupees in thousand)
Segment Revenue
Sales to external customers
- local, net of discounts,
taxes, duties, levies
and price differential
TOTAL
2012
2013
111,376,431
105,290,400
45,401,621
42,542,515
156,778,052
19,633,766
23,062,279
2,772,597
3,901,881
22,406,363
26,964,160
131,010,197
128,352,679
48,174,218
46,444,396
179,184,415
174,797,075
40,716,707
41,661,211
37,180
40,716,707
41,698,391
(40,716,707)
(41,698,391)
171,726,904
(211,455)
29,801,090
-
170,013,890
(117,324)
34,276,233
-
48,174,218
46,481,576
179,184,415
147,832,915
174,797,075
3,055,912
2,735,708
2,844,457
2,618,384
24,513,477
20,937,822
54,314,567
55,214,055
1,362,351
1,900,372
Total assets
29,801,090
34,276,233
24,513,477
20,937,822
55,676,918
57,114,427
Segment liabilities
25,839,610
28,673,583
1,403,642
1,697,650
27,243,252
30,371,233
1,562,312
1,516,799
Unallocated liabilities
Total liabilities
25,839,610
28,673,583
1,403,642
1,697,650
28,805,564
31,888,032
122,187
78,091
122,014
27,122
244,201
105,213
122,187
122,014
104,946
120,340
27,122
349,147
225,553
102,818
93,024
206,578
194,688
309,396
287,712
Interest income
235,411
441,957
470,823
883,915
706,234
1,325,872
1,316
351
13,177
8,838
14,493
9,189
(10,019)
14,767
(15,029)
22,151
32,358
870,955
Interest expense
90
78,091
Non-cash expenses
other than depreciation
(5,010)
32,358
7,384
870,955
The Company sells its manufactured products to Oil Marketing Companies (OMCs) and other organisations /
institutions. Out of these, two (2012: three) of the Company's customers contributed towards 58.98%
(2012: 68.15%) of the net revenues during the year amounting to Rs. 105.69 billion (2012: Rs. 119.13 billion) and
each customer individually exceeds 10% of the net revenues.
38.
38.1
The following transactions were carried out with related parties during the year:
Nature of relationship
Nature of transactions
2013
2012
(Rupees in thousand)
Associated companies
Sale of petroleum
products - note 38.1.1
Sales returns
Purchase of crude oil and
condensate - note 38.1.2
Rental income
Hospitality income
Handling income
Trade discounts and commission
on sales
105,533,386
92,089,091
53,949
1,417,478
4,400
4,067
43,178
13,273
127,762
114,890
1,858,271
2,098,365
Reimbursement of expenses
1,571
2,058
8,743
17,490
Dividend paid
611,744
1,019,574
Purchase of stores
328,192
1,200
Sale of stores
138
174
Contributions
119,175
123,837
43,723
2,661
39,447
4,400
3,520
3,129
38.1.1
Sales of petroleum products to associated companies are based on prices fixed by Oil & Gas Regulatory
Authority, import prices of Pakistan State Oil, Company announced prices and other services on contractual
basis.
38.1.2
Purchase of crude oil and condensate from associated company is based on price mechanism provided in its
respective Petroleum Concession Agreement till finalisation of Crude Oil / Condensate Sale and Purchase
Agreements.
38.2
The related party status of outstanding balances as at June 30, 2013 is included in trade debts, other receivables
and trade and other payables. These are settled in ordinary course of business.
91
Actual throughput
2013
2012
(In Metric Tons)
CAPACITY
Fuel section - throughput
of crude oil - note 39.1
2,710,500
2,135,689
2,275,092
620,486
645,775
663,588
39.1
Reduction is due to turnaround of fuel and lube refineries during the year and day to day monitoring of throughput
based on expected product margins.
40.
2013
2012
(Rupees in thousand)
1,167,830
1,064,798
91%
The cost of above investments amounted to Rs. 1,022.4 million (2012: Rs. 973.2 million).
40.2
2013
2012
Percentage
National savings scheme
Bank deposits
Government securities
Debt securities
Equity securities
Unit trust schemes
40.3
92
55%
12%
10%
0%
2%
21%
41%
18%
19%
1%
2%
19%
1,019,268
924,671
91%
2013
2012
(Rupees in thousand)
583,056
125,142
105,361
21,550
229,689
378,989
165,679
176,661
8,425
17,047
177,870
The investments out of provident fund have been made in accordance with the provision of Section 227 of the
Companies Ordinance, 1984 and the rules formulated for this purpose.
94
95
PATTERN OF SHAREHOLDING
As At June 30, 2013
NUMBER OF SHARES
FROM
1
101
501
1,001
5,001
10,001
15,001
20,001
25,001
30,001
35,001
40,001
45,001
50,001
55,001
60,001
65,001
70,001
75,001
80,001
85,001
90,001
95,001
100,001
105,001
110,001
120,001
130,001
135,001
145,001
165,001
195,001
210,001
240,001
250,001
275,001
310,001
320,001
330,001
345,001
360,001
445,001
455,001
500,001
580,001
610,001
795,001
800,001
1,035,001
1,080,001
3,585,001
5,665,001
11,995,001
19,990,001
96
TO
100
500
1,000
5,000
10,000
15,000
20,000
25,000
30,000
35,000
40,000
45,000
50,000
55,000
60,000
65,000
70,000
75,000
80,000
85,000
90,000
95,000
100,000
105,000
110,000
115,000
125,000
135,000
140,000
150,000
170,000
200,000
215,000
245,000
255,000
280,000
315,000
325,000
335,000
350,000
365,000
450,000
460,000
505,000
585,000
615,000
800,000
805,000
1,040,000
1,085,000
3,590,000
5,670,000
12,000,000
19,995,000
NUMBER OF
SHAREHOLDERS
NUMBER OF
SHARES HELD
%ON
ISSUED
1,566
1,249
612
830
155
38
31
13
10
10
6
6
5
3
4
1
1
4
2
1
2
2
4
1
1
1
1
1
1
2
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
2
48,771
342,078
473,304
1,890,508
1,135,891
458,904
547,913
295,820
283,245
327,920
235,400
263,579
241,200
156,400
232,706
63,317
66,229
288,153
159,600
84,600
177,111
186,833
397,400
104,100
110,000
110,654
125,000
131,000
138,000
300,000
168,460
199,100
215,000
243,658
253,677
275,875
314,285
320,100
332,000
350,000
361,185
445,584
455,400
502,363
580,554
611,217
799,665
800,896
1,037,255
1,083,400
3,589,819
5,668,151
12,000,000
39,983,280
0.06
0.43
0.59
2.36
1.42
0.57
0.69
0.37
0.35
0.41
0.29
0.33
0.30
0.20
0.29
0.08
0.08
0.36
0.20
0.11
0.22
0.23
0.50
0.13
0.14
0.14
0.16
0.16
0.17
0.38
0.21
0.25
0.27
0.30
0.32
0.34
0.39
0.40
0.42
0.44
0.45
0.56
0.57
0.63
0.73
0.76
1.00
1.00
1.30
1.35
4.49
7.10
15.00
50.00
4,588
79,966,560
100.00
CATEGORIES OF SHAREHOLDING
As At June 30, 2013
Categories
Associated Companies
Individuals
Joint Stock Companies
NIT & ICP
Banks, Insurance and Modaraba
Mutual Funds
Foreign Investors (including IDB)
Provident / Pension Funds
Investment Companies
Charitable Trust
Others
% on
Issued
50.00
8.94
1.40
9.89
8.83
0.61
17.54
0.95
0.06
0.24
1.54
100.00
Number of
Shareholders
2
4,373
20
10
38
17
31
20
12
10
55
4,588
Number of
Shares held
39,983,280
7,147,690
1,120,820
7,910,500
7,064,292
483,765
14,027,542
756,019
49,447
188,295
1,234,910
79,966,560
19,991,640
19,991,640
1,037,255
80,000
54,000
51,000
50,000
45,600
44,951
32,000
27,000
19,200
9,800
5,960
2,656
900
51,400
7,500
1,298
500
5,668,151
339
9,600
97
Categories
Number of
Shareholders
Number of
Shares held
1
1
1
2
10,001
1
1
Executives
1098
5,286,871
20,653,951
25 %
25 %
15 %
10 %
19,991,640
19,991,640
12,000,000
7,910,500
98
Karachi:
Dated: September 07, 2013
NOTES:
1. The Register of Members of the Company will remain closed and no transfer of shares will be
accepted for registration from Friday, September 20, 2013 to Monday, September 30, 2013
(both days inclusive). Transfers received in order at the office of the Share Registrar:
at the close of business on Thursday, September 19, 2013 will be in time for the purpose of
determination of entitlement to the transferees.
2. A member entitled to attend, speak and vote at the Annual General Meeting is entitled to
appoint a proxy to attend, speak and vote instead of him/her. A proxy need not be a member.
Proxy in order to be effective must be duly signed, witnessed and deposited at the office of the
Share Registrar not less than 48 hours before the meeting.
3. The shareholder/proxy shall produce his/her original CNIC or passport at the time of the
meeting.
99
4. Shareholders are requested to promptly notify the office of the Share Registrar of any change
in their address.
5. Members who may be seeking exemption from the deduction of income tax or are eligible
for deduction at a reduced rate are requested to submit a valid tax certificate or necessary
documentary evidence as the case may be. Members desiring non-deduction of zakat are also
requested to submit a declaration for non-deduction of zakat. Necessary advice in either case
must be submitted within not more than 15 days from the date of dividend entitlement.
6. CDC account holders will further have to follow the under mentioned guidelines as laid down
in Circular 1 dated January 26, 2000 issued by the Securities and Exchange Commission of
Pakistan.
A. For attending the meeting:
(i) In case of individuals, the account holder or sub-account holder and/or the person whose
securities are in group account, and their registration details are uploaded as per the
Regulations, shall authenticate his identity by showing his original Computerised National
Identity Card (CNIC) or original passport at the time of attending the Meeting.
(ii) In case of corporate entity, the Board of Directors' resolution/power of attorney with
specimen signature of the nominee shall be produced (unless it has been provided earlier)
at the time of the Meeting.
B. For appointing proxies:
(i) In case of individuals, the account holder or sub-account holder and/or the person whose
securities are in group account, and their registration details are uploaded as per the
Regulations, shall submit the proxy form as per the above requirement.
(ii) The proxy form shall be witnessed by two persons whose names, addresses and CNIC
numbers shall be mentioned on the form.
(iii) Attested copies of CNIC or the passport, of the beneficial owners and the proxy shall be
furnished with the proxy form.
(iv) The proxy shall produce his original CNIC or original passport at the time of the Meeting.
(v) In case of corporate entity, the Board of Directors' resolution/power of attorney with
specimen signature shall be submitted (unless it has been provided earlier) along with
proxy form to the Company.
7. Form of proxy is attached to the notice of meeting being sent to the members.
8. Members who have not yet provided their dividend mandate information and/or CNIC/NTN (as
the case may be) are requested to kindly provide the same at the earliest to the Companys
Share Registrar at the address mentioned-above in compliance with the directives issued by
the Securities and Exchange Commission of Pakistan and/or Federal Board of Revenue from
time to time.
100
FORM OF PROXY
50th Annual General Meeting
NATIONAL REFINERY LIMITED
I ____________________________________ of _____________________________ in the
district of _____________________ being a Member of NATIONAL REFINERY LIMITED
hereby appoint _____________________ of ________________________ as my proxy,
and failing him, _________________ of _______________ another Member of the
Company to vote for me and on my behalf at the 50th Annual General Meeting of
the Company to be held on the 30th day of September 2013 and at any adjournment
thereof.
Signed this _________ day of __________ 2013.
2. Signature: ____________________
Name:________________________
Name: ______________________
Address: _____________________
Address: _____________________
CNIC/Passport No.____________
CNIC/Passport No.____________
For Member
(Shareholder)
Information required:
For
Proxy
For alternate
Proxy (*)
(if member)
Participant I.D.
Affix
Revenue
Stamp of
Rs.5/-
Account No.
101
Notes:
1.
A member entitled to attend and vote at Annual General Meeting is entitled to appoint a
proxy to attend and vote instead of him/her. A proxy need not be a member.
2.
This Proxy Form, duly completed and signed, together with Board Resolution / Power
of Attorney, if any, under which it is signed or a notarially certified copy thereof, should
be deposited, with our Registrar, THK Associates (Pvt.) Ltd., Ground Floor, State Life
Building-3, Dr. Ziauddin Ahmed Road, Karachi-75530, Telephone No. 021-111-000-322 ,
not later than 48 hours before the time of holding the meeting.
3.
The instrument appointing a proxy should be signed by the member or his/her attorney
duly authorized in writing. If the member is a corporate entity its common seal should be
affixed on the instrument.
4.
Any alteration made in this instrument of proxy should be initialled by the person who
signs it.
5.
Attested copies of CNIC or the passport of the beneficial owners and of the proxy shall be
provided with the proxy form.
6.
If a member appoints more than one proxy and more than one instruments of proxies are
deposited by a member with the Company, all such instruments of proxy shall be rendered
invalid.
7.
In the case of joint holders the vote of the senior who tenders a vote whether in person
or by Proxy will be accepted to the exclusion of the votes of the other joint holders, and
for this purpose seniority will be determined by the order in which the names stand in the
Register of Members.
8.
The proxy shall produce his / her original CNIC or passport at the time of the meeting.
AFFIX
CORRECT
POSTAGE
102
AFFIX
CORRECT
POSTAGE
Company Secretary
104