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Pakistan Refinery Limited
Annual Report 1999
Contents
Company Information
Notice of Meeting
Chairman's Review
Directors' Report
Pattern of holding of shares
Graphs
Ten Years at a Glance
Auditors' Report
Balance Sheet
Profit and Loss Account
Statement of Changes in Equity
Cash Flow Statement
Notes to the Accounts
Company Information
Board of Directors Mr. Salahuddin Qureshi Chairman
Mr. Iftikhar Alam
Mr. T. J. Coombs (Alternate: Mr. Arshad Nasar)
Mr. Ardeshir Cowasjee
Mr. Ahmed Dawood
Mr. Farooq Rahmatullah
Mr. G.A. Sabri
Mr. D.M. Sadler
Mr. Mohammadmian Soomro
Mr. David Weston
General Manager & Chief Executive Mr. S. Viqar Salahuddin
Company Secretary Mr. Feroze J. Cawasji
Auditors A.F. Ferguson & Co.
Registered Office Korangi Creek Road, Karachi.
Registrar and
Share Registration
Office Ferguson Associates (Pvt) Ltd.
P.O. Box 4716
State Life Building I-A,
Off I.I. Chundrigar Road,
Karachi - 74000.
Notice
Notice is hereby given that the Thirty Ninth Annual General Meeting of tire Company will be held on Thursday,
December 16, 1999 at 10.30 a.m. at Marriott Hotel, Abdullah Haroon Road, Karachi to transact the following
business:
ORDINARY BUSINESS
1. To receive and consider the Balance Sheet and Profit and Loss Account together with the Directors'
Report for the year ended June 30, 1999.
2. To approve the final dividend.
3. To appoint Auditors for the next accounting period and to fix their remuneration.
SPECIAL BUSINESS
4. To approve all increase ill the borrowing powers of the Company from Rs. 900 million to Rs. 1,300
million.
A statement under Section 160 of the Companies Ordinance 1984, is appended hereunder.
The Share Transfer Books of the Company will remain closed from December 3, 1999 to December 16,
1999 (both days inclusive) when no transfer of Shares will be accepted for registration.
By Order of the Board
FEROZE J. CAWASJI
Karachi: October I, 1999 Secretary
Notes :
(i) Statement under Section 160 of the Companies Ordinance 1984.
ITEM 4
The borrowing powers were increased from Rs. 300 million to Rs. 900 million in the 30th Annual
General Meeting of the Company held on November 18, 1990. With the increase in the exchange
rate which currently stands at around Rupees 52 per dollar and the low margins, the Company
is unable to manage within the existing borrowing limits. An increase in borrowing power has
therefore become necessary to enable the refinery to operate with uninterrupted supplies of crude
oil. The Directors recommend to consider and pass the following resolution:
RESOLVED THAT
Pursuant to Article 50 of the Company's Articles of Association, the amount for the time being
remaining .undischarged of moneys borrowed or raised by the directors for the purposes of tile
Company (otherwise than by the issue of share capital) shall not exceed Rs. 1,300 million (Rupees
one thousand three hundred million).
ii) A member entitled to be present and vote at the meeting may appoint a proxy to attend, speak
and vote instead of him. A proxy need not also be a member of the Company. Proxies duly stamped
and signed, and the Power of Attorney or other authority (if any) under which they are signed
or a notarially certified copy of that power or authority must be deposited at the Registered Office
of the Company not less than 48 hours before the time of the meeting. An approved form of
proxy is enclosed.
iii) The minutes of the previous meeting are available at the Registered Office of the Company.
Chairman's Review
On behalf of the Board of Directors, I welcome you to tile 39th, Annual General Meeting of the Company
to present to annual accounts for the year ended June 30, 1999 along with the Auditors report thereon.
As mentioned in my last year's review, the crude slate of the refinery has undergone a change during the
year under review. The crude oil purchase contracts with National Iranian Oil Company and Abu Dhabi
National Oil Company, which were assigned by the Government to your Company, were not renewed upon
their expiry. As a result, the entire crude imports are now taking place from Saudi Arabia from whom Arabian
Light and Arabian Extra Light crudes are being imported. This contract is managed by National Refinery
Limited and the crude oil imported is shared with us.
The availability of local crude oil to the southern refineries has also declined, as part of the crude oil is
being diverted to Attock Refinery Limited. The overall change in the crude blend processed during the year 
has made a marginal improvement in our production as well as refinery economics. 
The throughput achieved during the year was 2.265 million tons of crude oil compared to 2.349 million
tons in the previous year. Tim decline is due to the reason that during the current year, the refinery was
shut down for planned maintenance for 25 days. This maintenance shutdown took place after 31 months
of continuous operation, the longest in the history of this refinery. The throughput during the year included
0.394 million tons of local crude oil and condensate.
Crude oil prices remained erratic during the year, with sharp downward and them upward movements. The
prices ranged between $ 9.83 to $ 16.11 per barrel, with an average of around $ 12.52 per barrel. Compared
to this, the average price in the previous year was $ 15.33 per barrel. Currently the crude oil price is around
$ 20 per barrel following strict adherence to OPEC production cuts by the member states. On the other
hand, product margins continue to remain weak particularly in the case of diesel. The weak product prices
have resulted in the refinery making a loss after tax of Rs 663.5 million from its refinery operations. As
a consequence, the Government has to reimburse Rs 695.9 million (1997-98 Rs 548.7 million) to the refinery
in terms of the import parity pricing formula to enable the company to make a 10% profit on its paid up
capital from its refinery operations.
The economic scenario after last year's nuclear explosion and resultant sanctions also contributed to the
negative impact on the company's results. Spare parts required for the maintenance of the refinery which
are mostly imported became much more expensive. This is reflected in the substantial increase in the repair
and maintenance cost. Apart from that management of the refinery continues its efforts to keep costs under
control.
Emphasis on safety is a prerequisite in the oil industry. Your company continues to maintain a very high
standard of safety as a result of which, over 7 million man-hours without lost time injury has already been
achieved. This is by no means a small feat and staff at all levels need to be congratulated on achieving
this excellent result. Relations between the Management and the workers and their union also remained
cordial. The two year agreement with the employees union expired on June 30, 1999. A charter of demands
has been exchanged and formal negotiations have commenced. Training is also an important aspect and
every effort is made to provide training to staff and workers at all levels both within and outside the country.
As mentioned earlier, refining margins worldwide continue to remain depressed, as demand for products
is less than production capacities. As a result a number of refineries in Singapore and Europe have already
started operating at lower capacities. This has adversely affected the profitability of your company as the
pricing formula applicable is linked to the Arab Gulf prices. With the coming into production of the PARCO
mid-country refinery late next year, the situation for the two southern refineries is further going to change,
as certain products will become surplus within the country. Discussions are currently being held at industry
level to come up with the most viable options. Under these circumstances, it is not prudent to work on
any revamp or expansion projects involving large sums of money.
Efforts are however being made along with the other refineries to convince the Government to revise the
existing Import Parity Pricing Formula. The existing formula has certain anomalies, which makes it difficult
for simple fuel refineries to make profit. If the Government accepts these suggestions, it would then enable
the refilling sector to come up with projects for increasing output of deficit products and also quality improvement
projects. It is hoped that a positive response will be received from the Government.
A new Board of Directors was elected in June this year. I take this opportunity to express my thanks to
all my colleagues on the previous Board for the valuable services they have rendered for the company. I
would also like to welcome the new Board members who have a difficult task in front of them due to the
changing oil scenario.
Finally, on behalf of the Board I would also like to thank the Management and all the employees of the
Company for their dedication and hard work in running and maintaining the refinery in an efficient manner.
SALAHUDDIN QURESHI
October 1, 1999 CHAIRMAN
DIRECTORS' REPORT
The Directors of your company are pleased to present their Report with the Accounts and Auditor's Report
for the year ended June 30, 1999.
1999 1998
Rupees Rupees
('000) ('000)
1. FINANCIAL RESULTS
These are summarised below:
Profit after tax from refinery operations 20,000 20,000
Income net of tax from non-refinery operations 29,967 27,133
Unappropriated profit brought forward 214 81
------------------ ------------------
50,181 47,214
========== ==========
APPROPRIATIONS
Interim Dividend -- 20,000
Proposed Final Dividend of 25%
(equivalent to Rs. 2.50 Per Share) 50,000 26,000
Transfer to General Reserve -- 1,000
------------------ ------------------
50,000 47,000
========== ==========
Leaving a carry over to next year
an unappropriated profit of 181 214
========== ==========
The earnings per share for the year amounted to Rs. 2.50 (1998: Rs. 2.36)
During the year under review, the company continued to operate under the import parity pricing formula.
Under this formula, the rate of return from refinery operations is restricted between 10% to 40% of
the paid-up capital. Oil prices continued their erratic trend with crude prices declining to a low of
$ 9.83 per barrel and then increasing to $ 16.11 per barrel. Product prices, which are based on AG
Mean, also remained weak and the decline was more than that of crude oil. As a result, refining margins
continue to remain weak because of which the refinery again suffered a loss after tax of Rs 663.5
million. To offset this loss and allow the refinery to make a minimum 10% profit after tax, the Government
has to reimburse a sum of Rs 695.9 million.
2. OPERATING FIXED ASSETS
During the year, the company successfully installed a crude desalter unit at a total cost of Rs. 139.7
million. This unit is expected to improve the quality of the crude oil stream and reduce the fowling
in the heat exchangers. This will improve quality and reduce plant downtime and maintenance costs.
3. TRADE DEBTS
Your Directors are pleased to inform you that there are no overdue trade debts from associated undertakings.
The recovery position has been extremely satisfactory. The trade debts as at June 30, 1999 have all
been subsequently realised.
4. RECEIVABLE FROM GOVERNMENT
The receivable from the Government at year end stood at Rs. 604.8 million. This is significantly higher
than the amount receivable in the previous year. The increase is mainly due to lower ex-refinery prices,
which were inadequate to cover costs and the minimum guaranteed return of 10%. This is also reflected
in the significantly lower sales value (note 19).
Although every effort is being made to recover this huge receivable, the impact of this on the com-
pany's cash-flow has been reduced by offsetting the amount payable in respect of the government
share and royalty on local crude oil received by the company. The company continues to emphasize 
on the Government that inadequate ex-refinery prices results in increased borrowing with its resultant
cost which under the present scenari6 of low margins is ultimately being borne by the Government.
5. DISCLOSURE OF YEAR 2000 COMPLIANCE
Your company has reviewed all its IT systems and devices for identifying the year 2000 problem and
has made the necessary modifications and is satisfied that it has achieved the necessary compliance.
Our consultant has also extensively tested the changes made by the company and has given their clearance.
A contingency plan has also been drawn up in respect of the most critical external/third party failure
to guard against ally disruption of business ill the next millennium.
6. AUDITORS
The present auditors, Messrs A. F. Ferguson & Co., retire and being eligible, offer themselves for
reappointment.
7. PATTERN OF SHAREHOLDINGS
The pattern of shareholding in the company as at June 30, 1999 is shown on page 9 of the Annual
Report.
By Order of the Board of Directors
FAROOQ RAHMATULLAH
Karachi: October 1, 1999 DIRECTOR
Pattern of holding of shares held by
Shareholders as at June 30, 1999
NO. OF SHAREHOLDING TOTAL
SHAREHOLDERS SHARES HELD
537 FROM 1 TO 100 SHARES 19,591
673 FROM 101 TO 500 SHARES 189,211
285 FROM 501 TO 1000 SHARES 212,610
459 FROM 1001 TO 5000 SHARES 951,684
40 FROM 5001 TO 10000 SHARES 258,713
14 FROM 10001 TO 15000 SHARES 167,635
3 FROM 15001 TO 20000 SHARES 53,547
5 FROM 20001 TO 25000 SHARES 109,993
-- FROM 25001 TO 30000 SHARES --
1 FROM 30001 TO 35000 SHARES 33,366
-- FROM 35001 TO 40000 SHARES --
3 FROM 40001 TO 45000 SHARES 124,847
5 FROM 45001 TO 50000 SHARES 233,457
2 FROM 50001 TO 55000 SHARES 107,414
1 FROM 55001 TO 60000 SHARES 57,400
-- FROM 60001 TO 80000 SHARES --
1 FROM 80001 TO 85000 SHARES 84,933
-- FROM 85001 TO 90000 SHARES --
1 FROM 90001 TO 95000 SHARES 90,733
-- FROM 95001 TO 125000 SHARES --
1 FROM 125001 TO 130000 SHARES 127,400
-- FROM 130001 TO 165000 SHARES --
1 FROM 165001 TO 170000 SHARES 165,200
-- FROM 170001 TO 195000 SHARES --
1 FROM 195001 TO 200000 SHARES 200,000
-- FROM 200001 TO 205000 SHARES --
1 FROM 205001 TO 210000 SHARES 206,600
-- FROM 210001 TO 280000 SHARES --
1 FROM 280001 TO 285000 SHARES 283,501
-- FROM 285001 TO 295000 SHARES --
2 FROM 295001 TO 300000 SHARES 596,810
-- FROM 300001 TO 1850000 SHARES --
1 FROM 1850001 TO 1855000 SHARES 1,852,401
-- FROM 1855001 TO 1870000 SHARES --
1 FROM 1870001 TO 1875000 SHARES 1,872,954
-- FROM 1875001 TO 2395000 SHARES --
1 FROM 2395001 TO 2400000 SHARES 2,400,000
-- FROM 2400001 TO 3595000 SHARES --
1 FROM 3595001 TO 3600000 SHARES 3,600,000
-- FROM 3600001 TO 5995000 SHARES --
1 FROM 5995001 TO 6000000 SHARES 6,000,000
------------------ ------------------
2,042 20,000,000
========== ==========
SHAREHOLDER'S CATEGORY NO. OF NO OF SHARES PERCENTAGE
SHARE OF ISSUED
HOLDERS CAPITAL
Investment Companies 9 421,798 2.11
Insurance Companies 9 2,826,511 14.13
Joint Stock Companies - Local 11 3,822,537 19.11
Financial Institutions 8 1,883,348 9.41
Others 3 41,614 0.21
Individuals 1,998 2,603,166 13.02
Foreign Investors: 2 1,026 0.01
J/Stock Companies - Foreign 2 8,400,000 42.00
------------------ ------------------ ------------------
Total 2,042 20,000,000 100.00
========== ========== ==========
Ten Years at a Glance
1999 1998 1997 1996 1995 1994 1993 1992 1991 1990
Share Capital Rs/mn 200.00 200.00 200.00 150.00 150.00 150.00 150.00 150.00 120.00 90.00
Reserves Rs/mn 63.63 63.66 62.53 108.48 86.68 71.64 76.58 84.08 112.40 107.37
Shareholders'
equity Rs/mn 263.63 263.66 262.53 258.48 236.68 221.64 226.58 234.08 232.40 197.37
Break up value Rs. 13.18 13.18 13.13 17.23 15.78 14.78 15.11 15.61 19.37 21.93
Dividend per
share Rs. 2.50 2.30 2.00 4.00 2.00 4.00 4.50 3.50 3.00 3.00
Bonus shares -- -- -- 1:03 -- -- -- -- 1:4 1:3.33
Earnings per
share Rs. 2.50 2.36 2.20 5.45 3.00 3.67 4.00 3.61 5.92 7.23
Sales Rs/mn 12,696.28 15,294.82 15,937.16 12,276.98 12,233.61 10,733.15 10,488.67 9,558.53 10,856.32 7,773.25
Cost of Sales Rs/mn 12,434.54 15,038.71 15,693.73 12,041.20 11,986.84 10,532.51 10,322.87 9,329.96 10,673.71 7,625.46
Profit after tax and
extraordinary
items Rs/mn 50.18 47.13 44.04 81.81 45.03 55.06 60.00 54.19 71.02 65.10
Cost of sales as %
of sales 97.94 98.33 98.47 98.08 97.98 98.13 98.42 97.61 98.32 98.10
Profit after tax
as % of sales 0.40 0.31 28 0.67 0.37 0.51 0.57 0.57 0.65 0.84
Profit after tax as
% of average
shareholders
equity 19.03 17.91 16.91 33.04 19.65 24.57 26.05 23.23 33.05 36.51
A. F. FERGUSON & CO. STATE LIFE BUILDING 1-C Telephones: (021)242 6682-6
CHARTERED ACCOUNTANTS OFF I. I. CHUNDRIGAR ROAD (021) 242 6711 - 5
P.O. BOX 4716 Fax: (021) 241 5007 Audit
OTHER OFFICES AT KARACHI 74000 (021) 242 7938 Tax
LAHORE - RAWALPINDI - ISLAMABAD PAKISTAN Telex: 21155 AFFCO
E-mail: affco-abs@cyber.net.pk
affco-tax@cyber.net.pk
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed balance sheet of Pakistan Refinery Limited as at June 30, 1999
and the related profit and loss account, statement of changes in equity and cash flow statement,
together with the notes forming part thereof, for the year then ended and we state that we have
obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit and, after due verification thereof, we report that:
(a) in our opinion, proper books of account have been kept by the Company as required by
the Companies Ordinance, 1984;
(b) in our opinion:
(i) the balance sheet and profit and loss account together with the notes thereon
have been drawn up in conformity with the Companies Ordinance, 1984 and
are in agreement with the books of account and are further in accordance with
accounting policies consistently applied except for the change as stated in
note 1.2 with which we concur;
(ii) the expenditure incurred during the year was for the purpose of the Company's
business; and
(iii) the business conducted, investments made and the expenditure incurred during
the year were in accordance with the objects of the Company;
(c) in our opinion and to the best of our information and according to the explanations
given to us, the balance sheet, profit and loss account, statement of changes in equity and
the cash flow statement together with the notes forming part thereof, give the information
required by the Companies Ordinance, 1984 in the manner so required and respectively
give a true and fair view of the state of the Company's affairs as at June 30, 1999 and
of the profit, changes in equity and cash flows for the year then ended; and
(d) in our opinion no zakat was deductible at source under the Zakat and Ushr Ordinance, 1980.
Chartered Accountants
October 18, 1999
ACCOUNTS
for the year ended June 30, 1999
Balance Sheet as at June 30, 1999
Note 1999 1998