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Attock Refinery Limited
Annual Report 1999
In the name of Allah, Most Gracious, Most Merciful
KNOWLEDGE VISION
Our Knowledge Vision is to facilitate learning and knowledge
creation to capture collective insight of entire workforce and
other stakeholders for getting the right knowledge to the right
people at the right time and helping people share and put
information into action in ways that strive to improve
organisational performance by leaping across organisations,
time and space.
SAFETY POLICY STATEMENT
Every employee is entitled to work under the safest possible
conditions. To this end, every effort will be made to avoid
accident and towards fire prevention, protection of the
environment and health preservation. It is our firm belief that
accidents which injure people, damage machinery and destroy
materials cause needless personal suffering, inconvenience and
expense. We believe that practically all accidents can be prevented
by taking common-sense precautions.
ARL will endeavour to maintain a safe and healthful work
place. It will provide safe working equipment and necessary
personal protection and in the case of injury, promptest and
the best first aid and medical service available.
QUALITY POLICY STATEMENT
Strive for excellence in the quality of our products. The adoption
of ISO 9002 System of Quality Management for Quality Control
Laboratory shall ensure product integrity which in turn would
enhance customers' confidence in our ability to meet their
requirements.
The implementation of ISO 9002 Quality Management Standard
is also aimed to highlight the deficiencies in our processes,
prevent recurrence of non-conformities and provide its employees
with opportunity and means to improve upon existing work
practices.
With this vision we aim to create a culture of continuous quality
improvement at ARL.
OUR SLOGAN
Think, plan and share to realize quality
CONTENTS
Attock Refinery Limited
Notice of Annual General Meeting
Chairman's Review
Financial Statistical summary
Directors' Report
Statement under Section 237
Auditors' Report to the Members
Balance Sheet
Profit and Loss Account
Cash Flow Statement
Notes to the Accounts
Pattern of Shareholding
Attock Hospital (Pvt) Limited
Company Information
Directors' Report
Auditors' Report
Balance Sheet
Profit and Loss Account
Notes to the Accounts
Consolidated Financial Statements
Auditors' Report
Balance Sheet
Profit and Loss Account
Cash Flow Statement
Notes to the Accounts
Company Information
Board of Directors Dr. Gulfaraz Ahmed
Chairman
Dr. Ghaith R. Pharaon
Abdus Sattar
G. A. Sabri
Iftikhar Alam
Shuaib Anwer Malik
Laith Ghaith Pharaon
Mofarreh Said AI Ghamdi
(Alternate Director Babar Bashir Nawaz)
Arif Kemal
Mohammad Raziuddin
Chief Executive Officer
Company Secretary S. Ahmed Abid
F.C.A.
Auditors A. E Ferguson & Co.
Chartered Accountants
Legal Advisors Zafar Law Associates
Advocates & Solicitors
Registered Office The Refinery,
Morgah, Rawalpindi.
Tel: (051) 487041-5 Fax: (051)487254
E-Mail: arl@comsats.net.pk
Board of Directors
Dr. Gulfaraz Ahmed
Chairman
Dr. Ghaith R. Pharaon
Abdus Sattar
G.A. Sabri
Iftikhar Alam
Shuaib Anwer Malik
Laith Ghaith Pharaon
Mofarreh Said Al Ghamdi
Babar Bashir Nawaz
Arif Kemal
Mohammad Raziuddin
Chief Executive Officer
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 21st Annual General Meeting of the Company will be held at the
Registered Office of the Company at Morgah, Rawalpindi on Tuesday, 7th December, 1999 at 3.00
p.m. to transact the following business:
ORDINARY BUSINESS
1. To confirm the minutes of 20th Annual General Meeting of the Company held on
December 30, 1998.
2. To receive, consider and approve the Audited Accounts of the Company together with the
Directors' and Auditors' Reports for the year ended 30 June, 1999.
3. To appoint Auditors for the next year and fix their remuneration.
4. To transact such other business as may be placed before the meeting with the permission of
the Chairman.
SPECIAL BUSINESS
5. To consider and, if thought fit, to pass the following Resolution as an ordinary resolution:
"Resolved:
a. that a sum of Rs 21,600,000 out of the profits of the Company available for
appropriation as at 30 June, 1999 be capitalised and applied for issue of 2,160,000
ordinary shares of Rs 10 each allotted as fully paid Bonus Shares to the members of the
Company whose names appear on the register of members as at close of business on
30 November, 1999, in the proportion of two new shares for every twenty five shares
held.
b. that the Bonus Shares so allotted shall rank pari passu in all respects with the existing
shares.
c. that the members entitled to fractions of a share shall be given sale proceeds of their
fractional entitlement for which purpose the fractions shall be consolidated into whole
shares and sold in the stock market.
d. that the Secretary of the Company be authorised and empowered to give effect to this
resolution and to do or cause to do all acts, deeds and things that may be necessary
or required for issue, allotment and distribution of Bonus Shares. In the case of
non-resident shareholders the Secretary is further authorised to issue/export the Bonus
Shares after fulfilling the statutory requirements".
6. To consider and, if thought fit, to pass the following resolution, pursuant to section 208 of
the Companies Ordinance, 1984 in respect of the Company's investment.
"Resolved that the Company be and is hereby authorised to invest an amount not
exceeding Rs 4,000,000 in the form of long-term loan to its wholly owned subsidiary
company Attock Hospital (Private) Limited to be repaid after a grace period of two years in
five equal annual installments (or such other period as may be determined by the Board of
Directors of the Company) with a return not less than the borrowing cost to the Company.
Further, resolved that the Chief Executive be and is hereby authorised to sign such
documents and take such steps from time to time as and when may be necessary in
connection with this loan facility."
By Order of the Board
The Refinery
Morgah, Rawalpindi (S. AHMED ABID)
November 16, 1999. Company Secretary
Notes:
i. A member entitled to vote at this meeting may appoint another member as his/her proxy
to attend and vote. Proxies in order to be effective must be received by the Company
48 hours before the meeting.
ii. Share Transfer Books of the Company will remain closed and no transfer of shares will be
accepted for registration from 1 December to 7 December, 1999 (both days inclusive).
Transfers received in order at the registered office of the Company by the close of business
on 30 November, 1999 will be treated in time for the purposes of eligibility of Bonus
Shares, if declared.
iii. Members are requested to promptly notify the Company of any change in their addresses.
iv. Statements of material facts under Section 160 (I) (b) of the Companies Ordinance, 1984
pertaining to the Special Business referred above under agenda item 5 and 6 are annexed
to this Notice of Meeting being sent to members.
STATEMENT UNDER SECTION 160 (1) (b) OF THE COMPANIES ORDINANCE, 1984
1. ISSUE OF BONUS SHARES
The Directors are of the view that with existing profitability, the Company's financial position
justifies capitalisation of Rs 21,600,000 out of profit by issuing fully paid Bonus Shares in the
ratio of 2:25 i.e. two Bonus Shares for every twenty five ordinary issued shares.
2. INVESTMENT IN ATTOCK HOSPITAL (PVT) LIMITED
a. The Directors are of the view that the investment in Attock Hospital (Pvt) Limited (AHL) in
the form of a term loan would help the subsidiary company in expanding its base of
medical services and in achieving the Company's objectives of providing medical
services to the employees of the Company and its associated companies as well as
providing community services to the residents of adjoining areas.
b. The Directors have no vested interest in the above investment except that the Chief
Executive is also Chief Executive and Director of AHL and two of the Directors are
common directors.
CHAIRMAN'S REVIEW
It gives me great pleasure to welcome you all to the 21st Annual General Meeting and to present a
review of the operations, audited accounts and annual report of the Company for the financial year
ended 30 June, 1999.
REFINERY UPGRADATION AND EXPANSION PROJECT
Work on the construction and erection of two new plants namely Naphtha Hydrotreating/Reforming
Plant and Heavy Crude Unit under the Refinery Upgradation and Expansion Project has Alhamdolillah
been completed within the scheduled time and budget. Both the plants have been put into operation
and are running smoothly. The successful and timely completion of the project was achieved through
the dedicated efforts of the Company's management, its employees and the contractors.
With the completion of the Project, your Company has become the first Refinery in Pakistan to
directly produce 87 RON Premium Motor Gasoline and the supply of this product to the market has
already commenced.
PROFITABILITY
The operations of your Company continued during the year efficiently and without interruption. Tile
financial results of the Company's operations for the year ended 30 June, 1999 are given in the
annexed Directors' Report and financial statements. As the prices of petroleum products declined
in the international market, the refiner's margin was considerably reduced which affected the
profitability of the Company. There was a shortfall of Rs 458 million receivable from the Government
to make-up the profit of Rs 27 million being 10% guaranteed minimum profit on the paid-up capital
from the refinery operations under the approved import parity pricing formula.
FUTURE OUTLOOK
The Company is going through a phase of total turnaround in its operations and has chalked out
well-defined plans for the future. These include enhancement of refining capacity, initially through a
Pre-flash unit, product pipelines, remote crude oil decanting facility to reduce congestion at the
Refinery, land optimisation and specialty oil products. The Company is also continuing to collaborate
with various international agencies for the refinery optimisation, production of environment friendly
products and energy conservation.
The Company has also signed a contract for a 7.5 MW integrated power plant to meet its operational
requirements for an uninterrupted supply of electricity. This project is estimated to cost approximately
Rs 250 million and is expected to be completed by November, 2000.
In the face of reduced crude oil availability from the depleting crude oil fields in the Northern region
of the country, the Company's management has secured progressively increasing supplies of crude
from the Southern oil fields after obtaining necessary Governmental approvals based on national
economics. Efforts are being made to secure further supplies from the South to operate the refinery at
full capacity and to further develop arrangements for more reliable transportation.
The Company is confident of taking new initiatives and ventures to prepare itself for the future
challenges and step into the new millennium with renewed confidence and vigour.
TRAINING AND DEVELOPMENT
The training and development of Human Resource of the Company received top priority during the
year for smooth operations and safety of the new plants set-up under the Refinery Upgradation and
Expansion Project. The technical staff went through several overseas training programmes during the
year which included a free hands-on training at the ARAMCO Refinery in Saudi Arabia for which we
are thankful to the ARAMCO Refinery and the Saudi Arabian Government. Needless to say, it would
have not been possible without the support of Government of Pakistan.
The Company also continued other on-the-job training programmes for the management
staff and workers specifically directed towards information technology, safety, quality and
maintenance of equipments.
Efforts are also being made to maximise the use of information technology through increased
availability of computer hardware and software, access to internet facilities and setting-up the local
area network and dial-up facilities.
QUALITY AND KNOWLEDGE MANAGEMENT
Your Company became the first refinery of Pakistan to receive ISO 9002 Certification for its Quality
Control Laboratory. Instead of hiring consultants the Company achieved it through an in-house
effort. On your behalf I extend congratulations to the management and staff on this achievement.
Development of quality management is receiving maximum attention of the Company's management
with special emphasis on productivity performance, rationalisation of activities towards cost savings/
profit optimisation and efficient operations. Special incentives have been offered to the employees to
encourage employees' commitment to Total Quality Management.
The Company also recognises the importance of Knowledge Management. In order to develop the
knowledge and skills of employees concerted efforts are being made to develop the knowledge
base through assessment of information needs, developing knowledge seeking modes and promoting
knowledge information use. Special awareness and training sessions are being conducted for the
successful implementation of the Knowledge Management Strategy.
HUMAN RESOURCE
I would like to record my appreciation for the efforts and dedication of the Human Resource of the
Company which includes its officers, staff and workers that has enabled the management to run the
Company smoothly and efficiently during the year under difficult circumstances when the Refinery
Upgradation and Expansion Project was under implementation and required extra efforts for its timely
completion.
I am pleased to report that the management continued to have cordial relations with the workers and
the Collective Bargaining Agent (CBA). The previous Labour Settlement expired in June, 1999 and a
fresh Charter of Demands has been received from the CBA and negotiations thereon are in progress in
a cordial atmosphere.
ACKNOWLEDGMENT
Finally, I take this opportunity to express my thanks to all my colleagues on the Board, the
Government, crude oil suppliers and customers for their continuing cooperation. All banks and
financial institutions who have shown their confidence in the Company and extended various
financial facilities also deserve our acknowledgment. I sincerely hope that your Company will
continue to enjoy full confidence and cooperation from all concerned for the development and progress
of the Company to achieve even better results and to meet the future challenges in the years ahead.
Before concluding, I also wish to express my thanks for the continued interest and support of our
shareholders.
Dr. Gulfaraz Ahmed
06 November, 1999 Chairman
FINANCIAL STATISTICAL SUMMARY
30 June (Rupees in Million)
1999 1998 1997 1996 1995 1994 1993 1992 1991 1990
PROFIT & LOSS SUMMARY
Sales (Net of Govt. Levies) 6,422.7 6,582.6 6,528.6 5,112.5 3,834.4 4,746.2 5,165.8 5,179.9 4,750.7 3,810.2
Reimbursement from/(to)
Government 758.9 (96.6) 67.8 17.4 692.80 (69.4) (9.5) (22.7) 856.2 22.6
Other income 74.8 111.2 98.2 99.9 59.5 88.3 57.4 47.6 32.6 19.6
Income from non-refinery
operations after tax 14.7 1.8 2.8 1.2 2.8 3.6 3.1 3.2 5.2 2.6
Total Revenue 7,271.1 6599.0 6697.4 5231.0 4,589.5 4,768.7 5,216.8 5,208.0 5,644.7 3,855.0
Cost of Sales, Administration
and Selling Expenses etc. (7,188.7) (6,453.4) (6,492.8) (4,918.8) (4,486.8) (4,695.0) (5,126.5) (5,183,5) (5,603.6) (3,806.0)
Workers' Funds (4.6) (10.0) (13.8) (21.9) (6.4) (4.8) (6.6) (1.5) (2.5) (3.6)
Taxation (36.1) (43.8) (61.8) (106.8) (43.5) (25.3) (48.6) (5.4) (19.0) (28.4)
Net Profit after Tax 41.7 91.8 129.0 183.5 183.5 52.8 35.1 17.6 19.6 17.0
Adjustment in net profit
for prior years -- 27.8 (21.1) -- -- -- 32.9 -- -- --
Unappropriated profit
brought forward 7.99 6.2 3.3 9.6 6.8 3.2 0.9 0.8 0.4 0.8
Dividend 27.0 (45.0) (37.5) (30.0) (25.0) (19.0) (12.8) (17.6) (19.2) (14.4)
Transfer to Reserves 21.6 (72.8) (67.5) (159.8) (25.0) (25.0) (52.9) -- -- (3.0)
Transfer from Reserves -- -- -- -- -- 4.0 -- -- -- --
BALANCE SHEET SUMMARY
Paid-up Capital    270.0 225.0 187.5 150.0 125.0 100.0 80.0 80.0 80.0 80.0
Reserves 241.8 272.1 228.8 198.7 63.9 63.9 62.9 10.0 10.0 10.0
Unappropriated Profit 1.1 8.0 6.2 3.3 9.6 6.8 3.2 0.9 0.8 0.4
Financing facilities
(Long Term) 1,887.7 175.5 -- -- -- -- -- -- -- --
Fixed Assets (Less depreciation) 2,332.8 1,092.6 352.4 180.3 146.8 117.6 109.1 95.9 90.3 100.9
SHARES AND EARNINGS
Earning (Rs per share) 1.55 4.08 6.88 12.2 4.2 4.4 8.5 2.2 2.4 2.1
(on shares outstanding at 30 June)
Break- Up Value (Rs per share) 19.0 22.1 22.5 23.5 15.9 17.1 18.3 11.4 11.4 11.3
Dividend 10% 20% 20% 20% 20% 19% 16% 22% 24% 18%
Bonus Shares Issue 8% 20% 20% 25% 20% 25% 25% -- -- --
THE DIRECTORS' REPORT
The Board of Directors of Attock Refinery Limited have pleasure in presenting the 21st Annual Report
and Audited Financial Statements of the Company together with Auditors' Report thereon for the year
ended 30 June, 1999.
1. FINANCIAL RESULTS
The Company continues to operate under the import parity pricing formula under which
the Company is entitled to a minimum of 10% and maximum of 40% return net of tax on its
paid-up capital in respect of its refinery operations and further allowed to retain surplus profits,
if any, over 40%, as per agreed parameters, for utilisation in the development plans for Refinery
Upgradation and Expansion Projects.
In the current year the Company's profitability was seriously affected by the continuous decline
in the prices of petroleum products in the international market during the financial year
1998-99. Consequently, there was a shortfall of Rs 458 million receivable from the Government
under the approved import parity pricing formula to make-up the profit of Rs 27 million being
minimum, net of tax, return of 10% on paid-up capital. In addition the Company has also
earned other income of Rs 14.7 million (net of tax and workers' funds) from non-refinery
operations outside the pricing formula.
The Company is making all out efforts to improve the profitability of the Company by
increasing the utilisation of refining capacity, production of value added products and through
various cost savings and optimisation measures.
The Company has also made several representations to the Government to review the import
parity pricing formula to make it more realistic and to allow sufficient profits to the refineries to
enable them to invest in their various upgradation and expansion projects which would favourably
contribute towards national economics and save valuable foreign exchange. Various proposals
are being formulated in this connection for the consideration and review by the Government.
The Company's proposal for treating the net profit from the sale of asphalt outside the import
parity pricing formula and import parity price for 87 RON Premium Motor Gasoline is already
under the consideration by the Ministry of Petroleum & Natural Resources.
The financial results for the year ended 30 June, 1999 are summarised below:
1999
Rupees
(000)
Profit before tax from refinery operations 63,108
Less: Provision for taxation 36,108
------------------
Profit after taxation from refinery operations 27,000
Income from non-refinery operations after tax 14,733
------------------
Net profit for the year after taxation 41,733
Unappropriated profit brought forward 7,990
------------------
Profit available for appropriation 49,723
APPROPRIATIONS:
The Directors propose that this should be utilized in providing for:
- Interim dividend at the rate of 10% (equivalent to Re 1.00
per share of Rs10/- each) paid in April, 1999 27,000
- Transfer to Reserve for issue of bonus shares 21,600
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