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OUR VISION

To be the Refinery of first


choice for all stakeholders.

OUR MISSION
PRL is committed to remaining a
leader in the oil refining business of
Pakistan by providing value added
products that are environmental
friendly, and by protecting the
interest of all stakeholders in a
competitive market through
sustainable development and quality
human resources.
CONTENTS
Core Values 01

Company Information 10

Board of Directors 11

Board Committees 17

Refinery Leadership Team 19

Chairman’s Review 21

Directors’ Report 23

Key Operational & Financial Data 35

Pattern of Shareholding 41

Notice of Annual General Meeting 43

Statement of Compliance with the


Code of Corporate Governance 45

Review Report on Code of


Corporate Governance 47

Auditors’ Report 48

Financial Statements 49

Form of Proxy
Pakistan Refinery Limited

01
CORE VALUES
Responsibilities
Health, Safety, Environment and Quality
Corporate Social Responsibility
Integrity
Teamwork
Excellence
Responsibilities
Pakistan Refinery Limited recognises five areas of responsibility. It is the duty of management continuously to
assess the priorities and discharge these inseparable responsibilities on the basis of that assessment.

Shareholders
To protect their investment and provide an attractive return.
Pakistan Refinery Limited
Customers
To Win and retain customers by developing and providing products which offer value in terms of price, quality,
safety and environmental impact, the sale of which is supported by the requisite technological, environmental
and commercial expertise. 02
Employees
To respect the human rights of our employees, to provide them
with good and safe working conditions, competitive terms and
conditions of employment.

To promote the development and best use of the talent of our


employees; to create an inclusive work environment where every
employee has an equal opportunity to develop his or her skills
and talents.

To encourage the involvement of employees in the planning and direction of their work; to provide them with
channels to report concerns.

We recognise that commercial success depends on the full commitment of all employees.

Those with whom it does business


To seek mutually beneficial relationships with contractors, suppliers and in joint ventures and to promote the
application of these general business principles in so doing. The ability to promote these principles effectively
will be an important factor in the decision to enter into or remain in such relationships.

Society
To conduct business as responsible corporate
members of society, to comply with applicable
laws and regulations, to support fundamental
human rights in line with the legitimate role of
business, and to give proper regards to health,
safety, security and environment.
Pakistan Refinery Limited

Health, Safety, Environment and Quality


Pakistan Refinery Limited is committed to the protection of environment and to ensure health and safety of its
03 employees, customers, contractors and communities where it operates and practice quality in all its business
activities so as to exceed customer expectations.

Pakistan Refinery Limited is also committed to comply with the applicable laws and requirements and work
with the government and their stakeholders in their development and implementation. Pakistan Refinery Limited
shall continually improve the effectiveness of health, safety, environment and quality management system by
achieving its commitments.

Health
Pakistan Refinery Limited seeks to conduct its activities
in such a way as to avoid harm to the health of
its employees and others, and to promote the health of
its employees as appropriate.
Pakistan Refinery Limited
Safety
Pakistan Refinery Limited works on the principle that all hazards can be prevented through effective
leadership and actively promoting a high standard of safety including process safety.
04

Environment
Pakistan Refinery Limited prevents pollution through
progressive reduction of emissions, and disposal of
waste materials that are known to have a negative
impact on the environment.

Quality
Pakistan Refinery Limited focuses on customer
satisfaction by operating efficiently and by developing
a culture which promotes innovation, error prevention
and teamwork.

Pakistan Refinery Limited conducts periodic audits


and risk management of its activities, processes and
products for setting and reviewing its objectives and
targets to provide assurance to improve HSEQ system
and loss control. Pakistan Refinery Limited encourages
its contractors working on its behalf or on its premises
to also apply health, safety, environment and quality
standards.
Pakistan Refinery Limited

05

Corporate Social Responsibility


Pakistan Refinery Limited assesses the implications and effects of their decisions and policies on the components
of the society and ensures that the interest is not affected by their actions.

Pakistan Refinery Limited takes a constructive interest in societal matters, which may not be directly related
to the business. Opportunities for involvement - for example through community, educational or donations
programmes will vary depending upon the scope for useful private initiatives.
Pakistan Refinery Limited
Integrity
Pakistan Refinery Limited insists on honesty, integrity and fairness in all aspects and expects the same in its
relationships with all those with whom it does business. The direct or indirect offer, payment, soliciting and
06
acceptance of bribes in any form are unacceptable practices. Employees must avoid conflicts of interest between
their private financial activities and their part in the conduct of Company business. All business transactions
on behalf of Pakistan Refinery Limited must be reflected accurately and fairly in the accounts of the Company
in accordance with established procedures and subject to audit. Law of the land shall be respected. In no case
the Company is to become a party to the malpractices such as evasion of duty, cess, taxes etc.

Teamwork
The success of smooth operations of Pakistan Refinery Limited begins and ends with teamwork. PRL strongly
believes in teamwork as a driving force to the path of perfection and believes that a team-based culture is
an essential ingredient in the work of a successful organisation. It is expected that each team-player will play
his part for achievement of common goal which is sustainable and smooth operations of the Refinery. This
does not mean that the individual is no longer important; however, it does mean that effective and efficient
teamwork goes beyond individual accomplishments.

Excellence
Pakistan Refinery Limited is performance-driven with 295 employees
committed to providing innovative and efficient solutions to achieve
its goals. The Company serves diverse industries, providing quality
distilled petroleum products that help move country commerce forward
hence cost efficiency, operational excellence and innovativeness are
paramount objectives. Pakistan Refinery Limited strives for excellence
through sincere leadership and dynamic support staff along with using
the right Management System Processes.
Pakistan Refinery Limited

07
Pakistan Refinery Limited
Global Compact Principles
PRL has adopted UN Global Compact Principles
stated as follows: 08
Human rights
Principle 1: Businesses should support and respect the protection
of internationally proclaimed human rights; and
Principle 2: Make sure that they are not complicit in human
rights abuses.

Labour standards
Principle 3: Businesses should uphold the freedom of association
and the effective recognition of the right to collective
bargaining;
Principle 4: The elimination of all form of forced and compulsory
labour;
Principle 5: The effective abolition of child labour; and
Principle 6: The elimination of discrimination in respect of
employment and occupation.

Environment
Principle 7: Businesses should support a precautionary approach
to environmental challenges;
Principle 8: Undertake initiatives to promote greater
environmental responsibility; and
Principle 9: Encourage the development and diffusion of
environmentally friendly technologies.

Anti-Corruption
Principle 10: Businesses should work against all forms of
corruption, including extortion and bribery.
Pakistan Refinery Limited

09
Pakistan Refinery Limited
COMPANY INFORMATION
Chief Financial Officer 10
Imran Ahmad Mirza

Company Secretary
Kashif Lawai

Auditors
A. F. Ferguson & Co.

Legal Advisor
Orr Dignam & Co.

Registrar & Share Registration Office


FAMCO Associates (Pvt) Ltd.
State Life Building 1-A, 1st Floor,
I.I. Chundrigar Road, Karachi-74000

Bankers
Askari Bank Limited
Bank Alfalah Limited
Bank Al-Habib Limited
Citi Bank N.A.
Habib Metropolitan Bank Limited
Habib Bank Limited
MCB Bank Limited
National Bank of Pakistan
The Royal Bank of Scotland Limited
Soneri Bank Limited
Standard Chartered Bank (Pakistan) Limited
HSBC Bank Middle East Limited
United Bank Limited

Registered Office
P.O. Box 4612
Korangi Creek Road, Karachi-75190
Tel: (92-21) 512 2131-40
Fax: (92-21) 506 0145, 509 1780
http://www.prl.com.pk
info@prl.com.pk
Pakistan Refinery Limited

BOARD OF DIRECTORS
11

Mr. Farooq Rahmatullah


Mr. Farooq Rahmatullah
Chairman Chairman

Mr. Ijaz Ali Khan


Managing Director & CEO Mr. Rahmatullah is a law graduate
from University of Peshawar. He
Mr. Ardeshir Cowasjee joined Burmah Shell Oil and
Director Distribution Company in 1968 and
worked in different capacities i.e.
Mr. Zaiviji Ismail bin Abdullah Chemicals, Human resources, Marketing, Supply, Distribution, Retail,
Director etc. Transferred to Shell International London in 1994, Mr. Farooq
was appointed as a Manager in the Business Strategy Division and
Mr. Irfan K. Qureshi was involved in various portfolios covering over 140 countries. On
Director his return in 1998, Mr. Farooq was appointed as Head of Operations
of Shell Pakistan and was looking after Middle East and South Asia
Mr. Nadeem N. Jafarey (MESA). In 2001 Mr. Farooq was appointed as Chairman of Shell
Director Companies in Pakistan and Managing Director of Shell Pakistan
Limited. He has been a founding member of PAPCO (Pak Arab
Mr. Sabar Husain Pipeline Company Limited). He retired from Shell on June 30, 2006.
Director
Mr. Farooq has also served as Director General of Civil Aviation
Mr. Saleem Butt
Authority of Pakistan. He has been Chairman of Pakistan Refinery
Director
Limited (PRL) since June, 2005. In addition to this, he is currently the
Chairman of Oil and Gas Development Company Limited. He is also
Mr. Khong Kok Toong
the Chairman of LEADS Pakistan, founding Member of Pakistan
Director
Human Development Fund, Director on the Board of Society for
Mr. Amr Ahmed Sustainable Development, member of Resource Development
Director Committee of Aga Khan University Hospital, Member of National
Commission of Government Reforms, Member of Pakistan Stone
Mr. Asif S. Sindhu Development Company, and Member of Board of Trustees of Legends
Director Trust formed by the Government of Sindh.
Pakistan Refinery Limited
12
Mr. Ijaz Ali Khan
Managing Director & CEO

Mr. Khan is an Engineer by qualification and has extensive experience with


international oil companies. He initially joined Burmah Shell Pakistan but left after
few years to work for Aramco, Dhahran, Saudi Arabia. During his tenure in Aramco
for over two decades, he worked in various professional and managerial capacities
in Engineering, Planning and Operations. He returned in 1997 to join Shell Pakistan
Limited. He retired from Shell as Director Operations in 2008. While with Shell,
he was also a Director on boards of Pak Arab Pipeline Company Limited and
Pakistan Refinery Limited. He joined PRL as Managing Director & CEO in 2008.

Mr. Ardeshir Cowasjee


Director

Mr. Cowasjee has been on the Board of Directors since 1979. Besides being on
the Board of Pakistan Refinery Limited, Mr. Cowasjee is a Landlord,
Ship-owner, Merchant, Senior Partner of the Cowasjee Family firms, Chairman
of Crescent Star Insurance Co. Ltd., and on the Board of Directors for
Shahtaj Sugar Mills Ltd.
Pakistan Refinery Limited

13
Mr. Zaiviji Ismail bin Abdullah
Director

Mr. Zaiviji, an MBA from Cranfield UK, joined Shell Malaysia Trading in 1990
as Project Manager, Marketing Systems. He served in various positions in
Marketing, Operations and Retail with Shell Malaysia Trading. He has also
served as GM Retail Sales and Operations in Shell Oman from 1999 to 2002.
He moved to Shell Pakistan Limited in 2003 as GM Retail Sales and Operations
and is currently serving as Chairman of Shell Companies in Pakistan and
Managing Director of Shell Pakistan Limited since September 2006.

Mr. Irfan K. Qureshi


Director

Mr. Qureshi is an experienced and versatile professional with 30 years of proven


successful track record in Sales, Marketing, Logistics, Customer services, Public
and Government relations, Policy Formulation, Development of Systems and
Processes from increased productivity and better management of business
models. He is currently working as Managing Director, Pakistan State Oil Company
Limited (PSO). Before joining PSO his last assignment was with Chevron
Corporation as General Manager for Policy, Government and Public Affairs for
Pakistan, Egypt and Mauritius. During his tenure in Chevron, he also served as
a Member of Board of Area Operating Committees of Pakistan and Egypt.

He started his career with Chevron Corporation in 1977 and then went on to work for Exxon Fertilizer in Pakistan
serving in different cities of the Country. From 1990 to 2000, he worked in the Telecommunication Industry in Pakistan
with Cable and Wireless plc. His last assignment prior to leaving Cable and Wireless was Director Marketing and
External Affairs. He rejoined Chevron Corporation in 2001.

He holds a Bachelor’s degree in Commerce and MBA (IBA) from University of Karachi. During his academic days
he was actively involved in various social and cultural activities. He is an active member of various cultural forums
and participates actively in charity efforts.
Pakistan Refinery Limited
14
Mr. Nadeem N. Jafarey
Director

Mr. Jafarey is the Country Representative of Chevron Pakistan Limited formerly


known as Caltex Oil Pakistan Limited. In addition, he is also responsible for
Marketing in the Pakistan, Egypt, Reunion and Mauritius area. He is also
Member of the Africa-Europe-Pakistan Marketing Leadership Team. He has
over 26 years of diversified work experience in the petroleum sector both in
Refining and in Marketing.

Mr. Jafarey holds a Master's degree in Business Administration and a Bachelor's


degree in Mechanical Engineering. He is also Director on the Boards of Chevron
Pakistan Limited, Chevron Mauritius Limited, Chevron Reunion Limited, Pak
Arab Pipeline Company Ltd and Petroleum Institute of Pakistan. He is a Member of the Pakistan Engineering Council
and Institute of Engineers in Karachi. Mr. Nadeem Jafarey has also served as a Chairman of the Oil Companies
Advisory Committee in 2004. He has also served on the Executive Committees of the American Business Council
of Pakistan and the Overseas Investors Chamber of Commerce & Industry (OICCI).

Mr. Sabar Hussain


Director

Mr. Sabar Hussain holds MSc Degree in Engineering from Gubkin Institute
of Oil and Gas, Moscow, USSR. He has served in the Ministry of Petroleum
and Natural Resources, Government of Pakistan for more than 28 years at
various positions including upstream, downstream petroleum sectors and new
and renewable energy resources. He has attended various courses including
Petroleum-Economics and Management from USA - Canada and Petroleum
Refineries-Economics from Indonesia. He has also attended number of national
/ international meetings and short term courses on petroleum management,
skill development and leadership in the oil and gas sector, etc. He has been
on the Board of Directors of Pak Arab Refinery Limited, Pak Arab Pipeline
Company Limited, Pirkoh Gas Company Limited, Pakistan Refinery Limited and Total-PARCO. He was actively
involved in planning and implementation of various downstream oil sector projects.
Pakistan Refinery Limited

15
Mr. Saleem Butt
Director

Mr. Butt has a 20 years diverse experience in Finance, Corporate Affairs, Supply
Chain Management, Human Resources, Administration, IT and ERP Project
Implementation. His valued experience started in Pakistani Business Environment
with a Chartered Accountant Firm that is now part of Price Waterhouse Coopers
in Pakistan for six years. Last 14 years, he has spent with various Shell Group
of Companies in Pakistan. He also had the opportunity of working in one of
the Shell companies in Africa which provided him the experience of working
in multicultural environment. His current employment is with Hascombe Storage
Limited as Chief Operating Officer.

He is a Chartered Accountant obtaining a Bachelor of Commerce degree from the University of Karachi. In 1992,
he was awarded an Associate Membership of the Institute of Chartered Accountants of Pakistan further obtaining
a fellow membership in 2004.

Mr. Khong Kok Toong


Director

Mr. Khong is currently the Global Joint Venture Support Manager for Shell based
in Singapore. Prior to joining Shell, He worked in DuPont Singapore for the
last 14 years, during which he performed various roles in Technology, Engineering
and Operations. Between 2004 to 2006, he has also performed a significant
role in managing a joint venture operation between DuPont and Asahi Kasei
in China as the Deputy General Manager. He later returned to DuPont Singapore
as Plant Manager for the Zytel Plant in Jurong Island. He is also a qualified
Six Sigma black belt and familiar with lean practices.

He graduated from the National University of Singapore with a Bachelor degree in Chemical Engineering and
subsequently a Master degree in Material Science & Engineering.
Pakistan Refinery Limited
16
Mr. Amr Ahmed
Director

Mr. Ahmed, an MBA from University of Hull (UK) and BSc Mechanical Engineering
from Purdue University (USA), has worked in many high profile energy projects
at a global level. Before joining Shell Pakistan he served as GM Business
Development in Siemens, Commercial Manager Europe Lucent Technologies
and Project Development Manager UK National Power plc. Mr. Ahmed has
worked extensively in delivering end to end large scale energy projects notably
in the Fossil Fuel Fired Power Stations including Rehabilitate-Operate-Maintain
type projects. Among his project achievements include work in projects in
Pakistan, United Kingdom, Thailand, Malaysia, Romania, Dubai, Germany,
Slovenia and United States: these included large scale acquisition of businesses
in the energy sector to smaller captive based CHP plants. He is a Member of ASME and AWS associations.

Mr. Asif S. Sindhu


Director

Mr. Sindhu is a fellow Member of the Institute of Chartered Accountants of


Pakistan, with over 20 years of diversified financial experience. Mr. Asif was
associated with A. F. Ferguson & Co. Chartered Accountants (Price Waterhouse
Coopers) Karachi, from 1986 to 1991 as an Audit Supervisor. He then joined
ANZ Grindlays Bank in 1992 where he held various senior positions in Pakistan,
Dubai and Melbourne, Australia. From 1997 to 2001 he held the position of
CFO with ANZ Grindlays Bank (Now Standard Chartered Bank Pakistan Limited).
Mr. Sindhu joined Shell Pakistan Limited (SPL) in 2001 as Planning Manager
and later he was appointed as Chief Financial Officer for the US$ 480 million SPL joint venture, Pak Arab Pipeline
Company Limited (Other shareholders included Chevron Pakistan Limited, Pakistan State Oil Company Limited &
Pak Arab Refinery Limited). He returned to SPL as Country Controller in 2005 and is currently working as Finance
Director (CFO). He is responsible for the overall finance, accounting, treasury and governance and control activities
of SPL and also has financial oversight responsibility for the other Shell businesses in Pakistan. Mr. Sindhu is also
a Director on the Boards of Shell Pakistan Limited and Pak Arab Pipeline Company Limited.
Pakistan Refinery Limited

BOARD COMMITTEES

17 Human Resources Committee


Members:
Mr. Zaiviji Ismail bin Abdullah
Mr. Irfan K. Qureshi
Mr. Nadeem N. Jafarey

Terms of reference:
The HR Committee Comprises of three members, including the Chairman, from the non-executive Directors
of the Board. During the period the Committee held five meetings on a required / directed basis. The HR
Committee has been delegated the role of assisting the Board of Directors in ensuring that the Company is
able to attract and retain a professional, motivated and competent workforce. To this end, the Committee
evaluates and recommends salary structures, variable pay, key-position recruitments, succession plans etc.
to the Board of Directors for their review and approval.

Board Technical Review Committee


Members:
Mr. Khong Kok Toong
Mr. Nadeem N. Jafarey

Terms of reference:
The Board Technical Review Committee comprises of two non-executive directors. It is responsible for removing
barriers for realising the upgrade project for the Company’s project team, institutionalising project execution
process and governance for the upgrade project and endorsement of the investment decisions recommended
by the Project Steering Committee.

Audit Committee
Members:
Mr. Asif S. Sindhu
Mr. Amr Ahmed
Mr. Saleem Butt

Terms of reference:
The Audit Committee comprises of three members, including the Chairman, from non-executive directors of
the Board all of whom have sufficient financial management expertise. The Chief Internal Auditor is the Secretary
of the Committee.
Pakistan Refinery Limited
The Committee held five meetings during the year and held separate meetings with the Chief Financial Officer,
Chief Internal Auditor and External Auditors as required under the Code of Corporate Governance. The
attendance of each director in the said meetings is given below:

Name of Director Total No. of meetings* Meetings attended


18
Mr. Kalim A. Siddiqui 1 -
Mr. Muhammad Abdul Aleem 1 1
Mr. Saleem Butt 5 4
Mr. Asif S. Sindhu 5 5
Mr. Amr Ahmed 1 1

*Held during the period, concerned director was the member of the committee.
The Audit Committee is responsible for the following:
● Recommending to the Board of Directors the appointment of external auditors by the shareholders. The
Committee shall consider any question of resignation / removal, audit fee and provision of other services
by external auditors.
● Determining appropriate measures to safeguard the Company’s assets.
● Review of preliminary announcements of results prior to publication.
● Review on interim and annual accounts prior to the Board of Directors’ approval, focusing on:
❍ Major judgmental areas;
❍ Significant adjustments resulting from audit;
❍ Going concern assumption;
❍ Changes in accounting policies and practices;
❍ Compliance with applicable accounting standards, listing regulations, and other regulatory requirements.

● Discussion on audit issues with external auditors, review of management letter and management response
there-against and ensuring coordination between internal and external auditors.
● Review of scope and extent of internal audit, consideration of major findings and ensuring that Internal Audit
function has adequate resources and is appropriately placed within the Company.
● Consideration of major findings on internal investigations and management response thereto. Ascertaining
the adequacy and effectiveness of internal control system.
● Review of Company’s statement on internal control prior to its endorsement by the Board of Directors.
Instituting special projects, value for money studies or other investigations on any matter specified by the
Board of Directors, in consultation with the Chief Executive Officer and to consider remittance on any matter
to the external auditors or to any other body.
● Monitoring compliance with statutory requirements and Code of Corporate Governance and identification
of significant violations thereof.
● Consideration of any other issue or matter as may be assigned by the Board of Directors.
Pakistan Refinery Limited

REFINERY LEADERSHIP TEAM


The Refinery Leadership team is led by the Managing Director of the Company and is responsible for ensuring

19 that the objectives and strategies of the Board are implemented whilst maintaining a culture of openness,
integrity, accountability and commitment to the Company’s principles.

Above from left to right:

Mr. Syed Shahanshah Hussain Zaidi Mr. Ijaz Ali Khan


General Manager Engineering Managing Director & CEO
& Project Manager
Mr. Kashif Lawai
Mr. Khalid Junejo Company Secretary
General Manager
Human Resources Mr. Shehrzad Aminullah
Chief Internal Auditor
Mr. Naman Shah
General Manager Technology Mr. Aftab Husain
& Inspection General Manager Supply,
Planning & Procurement
Mr. Akram Peracha
General Manager Operations Mr. Imran Ahmad Mirza
Chief Financial Officer
Pakistan Refinery Limited
MANAGEMENT COMMITTEES
Purchase Committee
Purchase Committee is responsible for ensuring that all procurement activities are conducted in a transparent
and objective manner and the same is duly monitored by the senior management representatives of the
20
Committee.

Recruitment and Selection Committee


Recruitment and Selection Committee is responsible for ensuring that the Company adds only top-class talent
to its existing talent pool in order to sustain standards of professionalism and competence in the Company.
The Committee consists of managers with diversified experience in order to ensure recruitment of well-rounded
individuals.

Policies & Procedures Review Advisory Committee


This Committee is responsible for ensuring that Company policies are as per market practices and in line with
regulatory requirements and that well laid-out and documented procedures exist for these policies. The
Committee is responsible for the regular review of these policies and procedures to ensure that they remain
relevant and appropriate over time.

Ethics Committee
Ethics Committee is responsible for ensuring that Company’s operations are conducted in conformity with
organisational objectives and policies with high standards of values and ethical conduct. The Company has
defined policies regarding harassment, acceptance of gifts, conflict of interest etc. and no deviations are
tolerated.

Project Steering Committee


Project Steering Committee is responsible to facilitate and support the project manager by ensuring adequate
involvement in the project by various stakeholders. It also acts in an advisory capacity regarding major decisions
at venture level and scope decisions and provision of assistance for resolution of resourcing issues.
Pakistan Refinery Limited

21 On behalf of the Board of


Directors, I am pleased to
welcome you all to the 49th
Annual General Meeting of your
Company to present the annual
review of its operations and
audited financial results for the
year ended June 30, 2009.

It has been a very challenging year for the entire oil sector and especially for refineries. The refineries
were badly affected due to highly depressed refining margins, reduction in deemed duty on certain refined
products and inventory losses. Additional burden was placed on PRL due to liquidity issues resulting
from high receivables and depletion in the value of Pak Rupee. Consequently, your Company incurred
a post tax loss of Rs. 4,572 million during the year ended June 30, 2009 compared with a profit of
Rs. 2,111 million last year.

The year 2008-09 saw historical fluctuations in international petroleum prices with prices of Arab Light
crude reaching all time high of USD 143.09/bbl and slumping to a low of USD 35.35/bbl respectively.

The year witnessed an international financial melt down and its impact trickled down on our national
economy. The Country recorded a decline in foreign exchange reserves and a steep rise in the interest
rate. Petroleum products off-take in the Country during the year almost remained at last year’s level of
approximately 18.7 million MT, including Furnace Oil and Diesel at 8.1 million MT and 7.6 million MT
respectively.

Company’s annual operational performance 2008-09 vs 2007-08 remained as follows:

● 5,316 MT of crude oil were processed per day as compared with 5,955 MT / day last year.
● Sales volume of products decreased by 17% over last year.
● Local crude was processed at 945 MT / day as compared with 885 MT / day last year.
Pakistan Refinery Limited
The Company desires to comply with Government directives for production of environment friendly
products by 2012. However, depleting financial reserves have seriously impaired the Company’s ability
to achieve scheduled completion of the Upgrade Project and Government support is imperative for timely
completion of the project. The Company management individually and collectively with other refineries 22
has approached the Government for support in installation of Hydrodesulphurising Facility to meet EURO
II specifications for diesel production.

During the year PRL entered into a USD 50 million short-term loan agreement with ECO Trade &
Development Bank (ETDB) of Turkey at a very economical cost for the purpose of financing Company’s
crude oil imports from Iran. This facility helped minimise the liquidity problems faced by the Company
due to inter corporate circular debt issue of energy sector. The circular debt problem resulted in additional
financial charge of Rs. 566 million to the Company.

The Company achieved all Health, Safety and Environment targets and performed to high standards of
operational excellence and cost control. PRL also received its fourth consecutive “Annual Environment
Excellence Award-2009” in recognition of its record in that area. PRL fulfilled its social responsibilities
through an active Corporate Social Responsibilities (CSR) programme.

On behalf of the Board I would like to thank the outgoing Directors, Mr. G. A. Sabri, Mr. Muhammad Abdul Aleem,
Mr. Kalim A. Siddiqui and Mr. Muhammad Azam for their valuable contribution and welcome
Mr. Irfan K. Qureshi and Mr. Sabar Hussain on the Board.

I would like to thank the management, staff, customers and other stakeholders for their continued support
in ensuring uninterrupted operations of the Company under challenging circumstances.

Karachi: August 19, 2009 Farooq Rahmatullah


Chairman
Pakistan Refinery Limited

DIRECTORS’ REPORT
The Directors of your Company are pleased to present their Annual Report together with Audited
23 Accounts for the year ended June 30, 2009.

Financial Results
Appropriation recommended for the year 2009 2008
(Rupees in thousand)

(Loss) / profit after taxation (4,571,655) 2,110,744


Unappropriated profit as at July 01 69,698 119,698

Appropriations:

2008: Final cash dividend @ 14.28%


(2007: Final cash dividend @ 33.333%) (50,000) (100,000)
2008: Interim stock dividend @ 16.67% - (50,000)
Loss/(profit) transferred to Special Reserve 4,571,655 (2,010,744)

Unappropriated profit carried forward 19,698 69,698

(Loss) / earnings per share Rs. (130.62) Rs. 60.31

During the year 2008-09 the Company recorded huge losses mainly due to unsustainable Refinery
product pricing mechanism, a steep fall in international oil prices, adverse global refining margins, Rupee
depreciation and the issue of circular debt all contributed to the huge loss.

Owing to losses in the current year, the Directors have decided not to declare any dividend appropriation
for the year.

Corporate and Financial Reporting Framework


● The Financial Statements of the Company have been prepared by the Management and represent
fairly its state of affairs, the results of its operations, cash flows and changes in equity.

● The Company has maintained proper books of accounts as required under the Companies Ordinance,
1984.

● The Company has followed consistent and appropriate accounting policies in the preparation of the
financial statements. Changes, wherever made, have been adequately disclosed. Accounting estimates
are on the basis of prudent and reasonable judgement.
Pakistan Refinery Limited
KSE 100 Index & PRL Market Capitalisation
15,000

12,500

10,000

7,500

5,000
24
2,500

Jul-08

Aug-08

Sep-08

Oct-08

Nov-08

Dec-08

Jan-09

Feb-09

Mar-09

Apr-09

May-09

Jun-09
PRL Market Capitalisation KSE-100 Index

Crude price trend Jul 08 Jun 09


US$ per bbl
150

125

100

75

50

25

-
Jul-08

Aug-08

Sep-08

Oct-08

Nov-08

Dec-08

Jan-09

Feb-09

Mar-09

Apr-09

May-09

Jun-09
Iranian Heavy Iranian Light Araban Light Murban

● International Accounting Standards, as applicable in Pakistan, have been followed in the preparation
of the financial statements and deviation, if any, has been adequately disclosed.

● The system of internal control is sound in design and has been effectively implemented and monitored
regularly.

● The fundamentals of the Company are strong and it has the ability to continue as a going concern
free from uncertainties.

Corporate Governance
The Company is committed to high standards of corporate governance. There is no departure from the
best practice of corporate governance, as detailed in the listing regulations. The Company has been and
shall remain committed to the conduct of its business in line with the Code of Corporate Governance and
the listing regulations of the Stock Exchanges, which specify the role and responsibilities of the Board
of Directors and management.

Key Operational and Financial Data


A statement summarising key operational and financial data for the last six years is given on page 35
of the report.

Jul-08 Aug-08 Sep-08 Oct-08 Nov-08 Dec-08 Jan-09 Feb-09 Mar-09 Apr-09 May-09Jun-09
Jul-08 Aug-08 Sep-08 Oct-08 Nov-08 Dec-08 Jan-09 Feb-09 Mar-09 Apr-09 May-09 Jun-09
Pakistan Refinery Limited

25

Contribution to the National Exchequer and Value Addition


During the current year, your Company contributed an amount of Rs. 19.211 billion to the National
Exchequer on account of direct and indirect taxes. This is an increase of 46 percent over last year.
In addition, the Company brought valuable Foreign Exchange of approximately USD 109.6 million into
the economy, through the exports of Naphtha product, and thereby contributing towards reducing burden
on the Country's balance of payments.
Pakistan Refinery Limited
Refinery Management and
Operations
The Company had smooth operations during the
year and key performance indicators were
26
maintained within the targets. There was no
unplanned shutdown during the year. In the month
of November 2008, planned shutdown of ten days
was carried out in order to improve the plant
operational efficiency which was timely completed
according to budgetary limits and without any Lost
Time Injury.

During the year Plant throughput was 1.89 million


Metric Tons which tentamounts to 5,316 M. Ton
per day.

All efforts were made, including introduction of


Distributed Control System (DCS) for Platformer
unit, to maintain highest standards of safety, quality,
engineering and environment while minimising
operating cost. The Company has maintained
improvement in reliability of plant to achieve the
targeted four year turn around cycle length.

Operating Costs and Controls


Considering the difficult economic scenarios
in which the refinery operated during the
year 2008-09, management made
concerted efforts towards controlling
operating costs and a number of initiatives
were taken in this regard. It is to your
Refinery’s credit that it operated with lowest
operating cost as compared to other
refineries of the Country.

Control systems were strengthened and


improved to contain possible losses and
promote good governance.
Pakistan Refinery Limited

27

Information Technology
The Company has developed a new lay out of its
website with latest and comprehensive information.
The website displays information which is beneficial
to all stakeholders and those seeking further
information about the Company.

Apart from the above, initiatives were undertaken


to meet the growing information services
requirements, data integrity and back up, including
revamping of entire IT data centre.
Pakistan Refinery Limited
Refinery Upgrade Project
The Company has undertaken an upgrade project, primarily to meet Government regulations for introducing
Euro II fuel specifications by the year 2012. The effort will specifically address reducing sulfur content
in High Speed Diesel (HSD) from 10,000 ppm to 500 ppm. Subsequently, project objective is to improve
28
refinery profitability by partially converting High Sulfur Fuel Oil (HSFO) into HSD and therefore shifting
the product slate to a more profitable product mix, ensuring sustainable profits for the Company.

Highlights of major activities during the year were:

● Front End Design phase 2 (FED2) was completed in May 2009. The main deliverables from this
phase are the Basic Design Package (BDP) and the Invitation to Tender (ITT) document from the
EPCM (Engineering, Procurement and Construction Management Services) contract.

● Several options for future funding of the Project are being explored by the Company to execute
the Project. However depleting reserves may hamper the pace of work in progress on the upgradation
project and Government support is imperative for timely completion of the project.
Pakistan Refinery Limited

29

Corporate Social Responsibility (CSR)


Social Citizenship – A Corporate Commitment
The Company, being a responsible corporate citizen is committed to ensure that materials and products
produced are both environment friendly and technically sound. CSR practice impacts the community,
stakeholders and the environment. CSR strategy demonstrates good faith, social legitimacy and
commitment.

During the year, donations were also made for the support of Internally Displaced Persons (IDPs) and
victims of Quetta earthquake.

Human Resources
The Company continues to invest in training
human resources on management, HSE,
engineering and operational aspects. We
strongly believe that employees are our
greatest asset and investment in human
capital will create a productive and congenial
working environment, promote safety,
develop new business strategies and
optimise existing assets. The smooth
operations of the Refinery in such difficult
times demonstrate the caliber, talent,
focused approach and leadership skills of
our people.
Pakistan Refinery Limited
Health, Safety, Environment & Quality (HSEQ)
The Company has played its part in addressing environmental concerns. The Company is dedicating
significant resources to its Upgrade Project, which will reduce sulfur content in High Speed Diesel to
meet new environmental regulations.
30
The Company has successfully achieved certification of new version of OHSAS-18001:2007. This reflects
management’s commitments towards occupational health and safety. The Company’s HSEQ Management
System is now certified against the ISO-9001: 2000, ISO-14001:2004 and OHSAS-18001:2007. The HSEQ
Policy has been modified to reflect the changing international trends by incorporating Process Safety.

● Shipping and Marine Business Standards

The Company has modified its HSE Management system to comply with International Shipping & Marine
Business standards. In this regard various initiatives were taken including import of crude oil through
vessels meeting international operating standards.

● Emissions, Effluent and Ambient Air Quality Test

Your Company is reporting emission and effluent test reports to Sindh and Pakistan Environmental Protection
Agency under Self Monitoring and Reporting Tool (SMART) Programme, while ambient air quality sampling
is carried out on annual basis of Oxides of sulfur, Carbon Monoxide etc. at various locations. The annual
air quality measurement results during 2009 have remained within the defined permissible limits.
Pakistan Refinery Limited

● Soil and Ground water monitoring

During the year soil and ground water contamination remained under

31 control and within defined permissible limit due to regular sampling


tests and vigilant monitoring.

● Crisis Management & Mock drills


PRL has an established Emergency Response Plan and Crisis
Management Plan in place to ensure that the defined responsibilities
of its employees are regularly exercised in case of any emergency
or crisis. Mock drills are regularly conducted to test the effectiveness
of plans, create awareness amongst the employees and to practice
their defined role and responsibilities. During the year, a mock drill was conducted at PRL Suspension
Bridge in collaboration with Karachi Port Trust’s Marine Oil Spill Pollution Control Department in order
to check the effectiveness and timely deployment of resources at the site.

● Continuous Improvement

In order to strengthen the HSEQ system, new initiatives have been


undertaken such as potential incidence reporting, quarterly safety
inspection and cross business and monthly safety audits.

● Safety Day 2009

Safety Day was celebrated during the year on the achievement of


1.5 million man-hours without lost time injury to provide general
awareness to all employees, contractors, sub-contractors and their
staff about the safety at work and its importance in daily work life.
Pakistan Refinery Limited
Whistle Blowing System
A Whistle Blowing System has been introduced in order to improve controls and operational efficiency.
The Company is committed to conducting its business in accordance with the highest standards of public
life and business ethics and is rigidly opposed to any unethical or unlawful conduct by any of its members,
32
employees or suppliers. Any evidence of criminal offence; failure to comply with legal obligation; malpractice,
be it in respect of financial irregularity or fraud; misrepresentation; danger to the health and safety of
staff; damage to environment; or deliberate concealment of any of the above is to be treated with the
utmost seriousness.

Board of Directors and Board meetings held during the year


During the year, seven meetings of the Board of Directors were held and the attendance of each Director
is given below:

Name of Director Total No. of Board No. of meetings


Meetings* attended

Mr. Farooq Rahmatullah 7 5


Mr. Amr Ahmed 7 6
Mr. Ardeshir Cowasjee 7 6
Mr. Asif S. Sindhu 7 6
Mr. G. A. Sabri 1 0
Mr. Ijaz Ali Khan 7 7
Mr. Irfan K. Qureshi 2 2
Mr. Kalim A. Siddiqui 4 3
Mr. Khong Kok Toong 7 3
Mr. Mohammad Abdul Aleem 1 1
Mr. Muhammad Azam 6 5
Mr. Nadeem N. Jafarey 7 5
Mr. Saleem Butt 7 4
Mr. Zaiviji Ismail bin Abdullah 7 6

*Held during the period when concerned Director was on Board.

The Board places on record its appreciation for the valuable services rendered by the outgoing directors
Mr. Muhammad Abdul Aleem, Mr. G. A. Sabri, Mr. Kalim A. Siddiqui and Mr. Muhammad Azam. The Board
also welcomes Mr. Irfan K. Qureshi and Mr. Sabar Hussain aboard.

Chairman’s review endorsement


The Director’s duly endorse the contents of Chairman’s Review.
Pakistan Refinery Limited

Trading in Company shares


Directors, CEO, CFO, Company Secretary and their spouses and minor children have not traded in the
33 shares of the Company during the year under consideration.

Value of Investment in Post - Employment Benefit Funds


The value of investments of provident, gratuity and pension funds on the basis of unaudited accounts
as at June 30, 2009 was as follows:

(Rupees in thousand)

Provident Fund 187,750


Gratuity Fund – management staff 17,166
Gratuity Fund – non-management staff 9,602
Pension Fund – management staff 351,520
Pension Fund – non-management staff 17,229

Pattern of Shareholding
The statement of Pattern of Shareholding as at June 30, 2009 is given on page 41 of the report.

External Auditors
The Auditors Messrs A. F. Ferguson & Co. Chartered Accountants retire at the conclusion of the forthcoming
Annual General Meeting and being eligible, offer themselves for reappointment.

Acknowledgement
We would like to take this opportunity to thank our employees, customers and strategic partners for their
support and commitment towards sustainable operations during these trying times. The Board also places
on record its gratitude to its esteemed shareholders, Government of Pakistan and regulatory bodies for
their continued support.

On Behalf of the Board of Directors

Karachi: August 19, 2009 Farooq Rahmatullah


Chairman
Pakistan Refinery Limited
STATEMENT OF VALUE ADDITION AND ITS DISTRIBUTION

2009 2008 34
Rupees in thousand % Rupees in thousand %
Wealth Generated

Total gross revenue and other income 97,285,803 107,473,492

Brought in materials and services (81,736,217) (91,083,054)

15,549,586 100 16,390,438 100

Wealth distribution to stakeholders

To employees
Salaries, wages and other costs
including retirement benefits 425,229 2.73 374,079 2.28

To Government
Income tax, sales tax, excise duty,
development surcharge, WPPF and WWF 19,211,239 123.55 13,118,237 80.04

To society
Donation towards earthquake
victims, IDPs and health 3,127 0.02 8,110 0.05

To shareholders
Dividends and bonus 50,000 0.32 150,000 0.92

To providers of finance
Finance charges for borrowed funds 343,481 2.2 81,196 0.50

To Company
Depreciation, amortisation and
retained (loss) / profit (4,483,490) (28.8) 2,628,816 16.04

15,549,586 100 16,360,438 100

2009

Employees
2.11%
Society
0.02%

Government Shareholders
95.38% 0.25%

Finance charges
2.24%

2008

Employees
2.69%
Society
0.06%
Government
94.35% Shareholders
1.08%

Finance charges
1.82%
Pakistan Refinery Limited

KEY OPERATIONAL AND FINANCIAL DATA


Six Years Summary

35 Restated Restated Restated Restated Restated


2008-09 2007-08 2006-07 2005-06 2004-05 2003-04

Profit and Loss

Revenue (net) Rs/mn 76,861.1 95,564.0 57,404.1 60,963.2 44,442.1 28,286.2


Gross (loss) / profit Rs/mn (3,013.1) 4,774.9 776.0 2,401.4 2,936.8 1,370.0
Operating (loss) / profit Rs/mn (3,038.6) 3,843.2 579.0 2,084.8 2,626.0 1,149.2
(Loss) / profit before tax Rs/mn (5,501.4) 3,254.6 504.3 2,063.4 2,605.3 1,130.9
(Loss) / profit after tax Rs/mn (4,571.7) 2,110.7 250.8 1,344.9 1,724.9 733.5
Earnings before interest, taxes, depreciation
and amortisation Rs/mn (4,762.5) 3,630.5 706.7 2,189.7 2,724.7 1,228.1

Balance Sheet

Share capital Rs/mn 350.0 350.0 300.0 250.0 200.0 200.0


Reserves Rs/mn 1,829.3 6,455.9 4,505.1 4,301.5 3,063.8 1,410.1
Property, plants and equipment Rs/mn 2,342.8 989.9 952.1 816.7 709.8 652.0
Net current assets / liabilities Rs/mn (1,229.2) 5,767.8 3,711.0 3,639.6 2,495.7 929.9
Long term / deferred liabilities Rs/mn 4.4 47.1 4.4 5.6 7.9 4.8

Investor Information

Gross profit ratio % (3.9) 5.0 1.4 3.9 6.6 4.8


Net profit ratio % (5.9) 2.2 0.4 2.2 3.9 2.6
EBITDA margin % (6.2) 3.8 1.2 3.6 6.1 4.3
Return on equity % (209.8) 31.0 5.2 29.5 52.8 45.6
Return on capital employed % (209.8) 31.0 5.2 29.5 52.8 45.6
Weighted average cost of debt % 15.4 10.6 10.6 9.4 7.6 3.5

Inventory turnover Days 40.3 28.6 29.0 18.4 19.8 28.0


Debtor turnover Days 56.7 27.2 26.9 22.7 25.8 26.0
Operating cycle Days (1.2) 5.9 1.9 7.1 10.6 11.4
Debtor turnover Times 6.4 13.4 13.6 16.0 13.9 13.9
Creditor turnover Times 3.7 7.3 6.8 10.7 10.4 8.6
Inventory turnover Times 9.0 12.7 12.6 19.8 18.2 12.8
Total assets turnover ratio Times 2.4 4.0 3.9 5.1 5.8 4.6
Fixed assets turnover ratio Times 80.5 123.1 71.2 113.0 80.4 53.3

Break-up value per share Rs. 62.3 194.5 160.2 182.1 163.2 80.5
Market value per share at the end of the year Rs. 89.8 151.4 222.0 213.9 207.9 150.0
Market value per share - high during the year Rs. 149.9 301.0 334.5 457.5 263.0 275.4
Market value per share - low during the year Rs. 48.6 133.9 190.0 195.0 128.0 79.1
Earning per share Rs (130.6) 60.3 7.2 38.4 49.3 21.0
Price earning ratio Times (0.7) 2.5 31.0 5.6 4.2 7.2
Cash dividend per share Rs. - - 3.3 - 5.0 5.0
Stock dividend per share % - 16.7 - 45.0 - -
Bonus shares issued Rs. - 50.0 50.0 50.0 - -
Dividend yield % - 1.1 1.5 21.0 2.4 3.3
Dividend pay out % - 2.8 46.5 11.7 10.1 23.9
Dividend cover Times - 21.1 2.5 13.4 17.2 7.3

Interest cover ratio Times - 16.4 7.7 58.7 100.6 87.5


Debt equity ratio % - - - - - -
Current ratio Ratio 1:1 1.3:1 1.4:1 1.5:1 1.6:1 1.2:1
Quick ratio / acid test ratio Ratio 0.6:1 0.7:1 0.7:1 0.8:1 0.9:1 0.5:1

Summary of Cash Flow statement

Cash flows from operating activities Rs/mn (1,397.2) 1,110.1 (406.5) 2,346.5 1,182.6 345.6
Cash flows from investing activities Rs/mn (1,291.0) (61.7) (229.1) (210.6) (150.7) (128.4)
Cash flows from financing activities Rs/mn 3,952.0 (100.6) (0.1) (50.4) (94.9) (298.2)
Net cash flows during the year Rs/mn 1,263.7 947.8 (635.7) 2,085.5 937.0 (81.0)
Pakistan Refinery Limited
Net turnover Gross (loss) / profit
Rupees in million Rupees in million

36
95,564 4,775

76,861
2,937
2,401
60,963
57,404
1,370
44,442 776

(3,013)
28,286

2009 2008 2007 2006 2005 2004


2009 2008 2007 2006 2005 2004

(Loss) / profit before taxation (Loss) / profit after taxation


Rupees in million Rupees in million

3,255 2,111
2,605 1,725
2,063 1,345

734
1,131
(4,572) 251
504
(5,501)

2009 2008 2007 2006 2005 2004


2009 2008 2007 2006 2005 2004

Share Capital Reserves


Rupees in million Rupees in million

6,456
350 350

300

4,505
250 4,302

200 200
3,064

1,829
1,410

2009 2008 2007 2006 2005 2004 2009 2008 2007 2006 2005 2004
Pakistan Refinery Limited

Property, plant and equipment Total assets


Rupees in million Rupees in million

37 2,343 32,567

23,772

14,697
990 952
817 12,004
710
652
7,699
6,196

2009 2008 2007 2006 2005 2004 2009 2008 2007 2006 2005 2004

Net current assets / Liabilities Net Cash Flows


Rupees in million Rupees in million

2,086
5,768

1,264
3,711 3,640
948 937

2,496

930 (636) (81)

(1,229)

2009 2008 2007 2006 2005 2004


2009 2008 2007 2006 2005 2004

Market value per share Break up value per share


Rupees
Rupees
222
214
208

194
151 182
150
160 163

90

81
62

2009 2008 2007 2006 2005 2004 2009 2008 2007 2006 2005 2004
Pakistan Refinery Limited
HORIZONTAL ANALYSIS OF PROFIT AND LOSS ACCOUNT

2009 2008 2007 2006 2005 2004 2003 38


Sales 273.8 340.4 204.5 217.2 158.3 100.8 100.0

Cost of sales (299.4) (340.4) (212.3) (219.5) (155.6) (100.9) (100.0)

Gross (loss) / profit (215.6) 341.6 55.5 171.8 210.1 98.0 100.0

Distribution cost (253.3) (271.3) (187.5) (177.7) (147.0) (215.4) (100.0)

Administrative expenses (230.1) (975.7) (188.6) (169.4) (147.3) (148.8) (100.0)

Other operating expenses (3.5) (278.9) (51.2) (204.9) (222.7) (92.3) (100.0)

Other income 241.2 135.6 67.6 68.4 60.6 65.8 100.0

Operating (loss) / profit (234.2) 296.2 44.6 160.7 202.4 88.6 100.0

Finance costs (3,973.2) (983.6) (131.1) (65.8) (48.0) (29.4) (100.0)

Share of income of associate 100.0 100.0 100.0 100.0 100.0 - 100.0

(Loss) / profit before taxation (445.5) 263.5 40.8 167.1 211.0 91.6 100.0

Taxation - credit / (charge) 226.4 (278.5) (61.7) (174.9) (214.4) (96.8) (100.0)

(Loss) / profit after taxation (554.6) 256.1 30.4 163.2 209.3 89.0 100.0

VERTICAL ANALYSIS OF PROFIT AND LOSS ACCOUNT


(as a percentage of sales)

2009 2008 2007 2006 2005 2004


In percentages

Sales 100.0 100.0 100.0 100.0 100.0 100.0

Cost of sales (103.9) (95.0) (98.6) (96.1) (93.4) (95.2)

Gross (loss) / profit (3.9) 5.0 1.4 3.9 6.6 4.8

Distribution cost (0.2) (0.1) (0.2) (0.1) (0.2) (0.4)

Administrative expenses (0.2) (0.7) (0.2) (0.2) (0.2) (0.4)

Other operating expenses (0.004) (0.3) (0.1) (0.3) (0.5) (0.3)

Other income 0.3 0.2 0.1 0.1 0.1 0.3

Operating (loss) / profit (4.0) 4.0 1.0 3.4 5.9 4.1

Finance costs (3.2) (0.6) (0.1) (0.1) (0.1) (0.1)

Share of income of associate 0.02 0.03 0.01 0.03 0.02 -

(Loss) / profit before taxation (7.2) 3.4 0.9 3.4 5.9 4.0

Taxation - credit / (charge) 1.2 (1.2) (0.4) (1.2) (2.0) (1.4)

(Loss) / profit after taxation (5.9) 2.2 0.4 2.2 3.9 2.6
Pakistan Refinery Limited

HORIZONTAL ANALYSIS OF BALANCE SHEET

39 2009 2008 2007 2006 2005 2004 2003


ASSETS

Non-current assets

Property, plant and equipment 389.5 164.6 158.3 135.8 118.0 108.4 100.0
Investment in associate 6,622.0 6,732.7 6,251.7 5,850.8 5,814.8 100.0 100.0
Long-term loans and advances 311.7 257.2 207.1 212.6 148.7 157.5 100.0
Long-term deposits 441.5 441.5 91.0 91.0 91.0 96.8 100.0
Deferred taxation 3,107.3 - 122.6 13.3 - 50.6 100.0
Retirement benefit obligations - prepayments 100.0 100.0 100.0 100.0 100.0 100.0 100.0

Total non-current assets 531.4 169.0 171.0 142.9 120.8 106.7 100.0

Current assets

Stores, spares and chemicals 116.8 113.7 111.7 137.7 102.2 100.1 100.0
Stock-in-trade 494.7 538.2 302.0 227.3 120.7 144.4 100.0
Trade debts 884.7 580.3 293.6 225.3 240.6 150.1 100.0
Loans and advances 112.8 147.3 175.9 202.7 135.9 124.8 100.0
Accrued interest / mark-up 100.0 100.0 100.0 100.0 100.0 - 100.0
Trade deposits and short-term prepayments 21.5 123.0 123.6 141.1 125.6 27.8 100.0
Other receivables 462.5 230.8 3.7 0.8 2.9 4.2 100.0
Tax refunds due from Government - sales tax 100.0 100.0 100.0 100.0 100.0 100.0 100.0
Investments - 100.0 100.0 100.0 - - 100.0
Cash and bank balances 2,591.1 1,753.6 1,125.5 1,566.1 164.8 2.8 100.0

Total current assets 701.3 545.7 327.1 266.7 166.5 132.6 100.0

Total assets 678.6 495.3 306.2 250.1 160.4 129.1 100.0

EQUITY AND LIABILITIES

Share capital 175.0 175.0 150.0 125.0 100.0 100.0 100.0


Reserves 68.9 322.6 599.5 355.9 389.2 331.0 100.0
Special reserve 257.4 906.0 620.7 599.3 422.7 189.9 100.0

Total equity 235.2 734.6 518.6 491.2 352.3 173.8 100.0

LIABILITIES

Non-current liabilities

Retirement benefit obligations 100.0 100.0 100.0 100.0 100.0 100.0 100.0
Deferred taxation - 100.0 - - 100.0 - 100.0

Total non-current liabilities 100.0 100.0 100.0 100.0 100.0 100.0 100.0

Current liabilities

Trade and other payables 933.5 585.0 350.8 259.8 145.2 137.2 100.0
Accrued interest / mark-up - 100.0 100.0 100.0 100.0 100.0 100.0
Short-term borrowings / running finance 541.4 - - 3.8 0.0 91.3 100.0
Taxation - provision less payments 459.7 478.5 177.8 176.5 234.3 79.3 100.0

Total current liabilities 784.5 436.9 255.3 192.3 114.0 118.3 100.0

Total liabilities 784.6 438.1 255.4 192.4 114.5 118.4 100.0

Total equity and liabilities 678.6 495.3 306.2 250.1 160.4 129.1 100.0
Pakistan Refinery Limited
VERTICAL ANALYSIS OF BALANCE SHEET
(as a percentage of total assets)

40
2009 2008 2007 2006 2005 2004
In percentages
ASSETS

Non-current assets

Property, plant and equipment 7.2 4.2 6.5 6.8 9.2 10.5
Investment in associate 0.2 0.2 0.4 0.4 0.7 0.0
Long-term loans and advances 0.1 0.1 0.1 0.1 0.1 0.1
Long-term deposits 0.0 0.1 0.0 0.0 0.0 0.0
Deferred taxation 3.0 - 0.3 0.0 - 0.3
Retirement benefit obligations - prepayments 0.0 0.0 0.3 0.3 0.1 0.1

Total non-current assets 10.5 4.6 7.5 7.6 10.1 11.1

Current assets

Stores, spares and chemicals 0.7 1.0 1.6 2.4 2.7 3.3
Stock-in-trade 25.7 38.3 34.8 32.0 26.5 39.4
Trade debts 44.3 39.8 32.6 30.6 51.0 39.5
Loans and advances 0.0 0.1 0.2 0.2 0.2 0.3
Accrued interest / mark-up 0.0 0.0 0.1 0.0 0.2 -
Trade deposits and short-term prepayments 0.0 0.2 0.3 0.5 0.6 0.2
Other receivables 6.0 4.1 0.1 0.0 0.2 0.3
Tax refunds due from Government - sales tax 0.6 0.8 10.1 6.9 5.3 5.9
Investments - 0.0 1.4 0.0 - -
Cash and bank balances 12.0 11.1 11.6 19.7 3.2 0.1

Total current assets 89.5 95.4 92.5 92.4 89.9 88.9

Total assets 100.0 100.0 100.0 100.0 100.0 100.0

EQUITY AND LIABILITIES

Share capital 1.1 1.5 2.0 2.1 2.6 3.2


Reserves 0.0 0.3 0.9 0.6 1.1 1.2
Special reserve 5.6 26.9 29.8 35.2 38.7 21.6

Total equity 6.7 28.6 32.7 37.9 42.4 26.0

LIABILITIES

Non-current liabilities

Retirement benefit obligations 0.013 0.030 0.030 0.047 0.102 0.078


Deferred taxation - 0.2 - - 0.1 -

Total non-current liabilities 0.0 0.2 0.0 0.0 0.2 0.1

Current liabilities

Trade and other payables 77.9 66.9 64.9 58.8 51.3 60.2
Accrued interest / mark-up - 0.3 0.0 0.1 0.1 0.1
Short-term borrowings / running finance 12.6 - - 0.2 0.0 11.2
Taxation - provision less payments 2.8 3.9 2.4 2.9 6.0 2.5

Total current liabilities 93.3 71.2 67.3 62.0 57.4 73.9

Total liabilities 93.3 71.4 67.3 62.1 57.6 74.0

Total equity and liabilities 100.0 100.0 100.0 100.0 100.0 100.0
Pakistan Refinery Limited

PATTERN OF SHAREHOLDING
as at June 30, 2009

41 Number of Shareholders Shareholding Number of Shares Held


From To

1,555 1 - 100 53,393


1,215 101 - 500 374,024
650 501 - 1,000 529,013
789 1,001 - 5,000 1,797,098
140 5,001 - 10,000 982,525
45 10,001 - 15,000 549,261
24 15,001 - 20,000 425,578
18 20,001 - 25,000 416,927
9 25,001 - 30,000 246,992
3 30,001 - 35,000 103,000
2 35,001 - 40,000 77,332
1 40,001 - 45,000 42,700
5 45,001 - 50,000 239,671
1 50,001 - 55,000 50,800
4 55,001 - 60,000 226,000
2 60,001 - 65,000 124,772
3 65,001 - 70,000 205,000
2 70,001 - 75,000 140,648
1 75,001 - 80,000 78,046
1 80,001 - 85,000 83,518
3 85,001 - 90,000 260,932
2 100,001 - 105,000 202,300
1 110,001 - 115,000 114,289
1 115,001 - 120,000 119,700
2 120,001 - 125,000 249,600
2 145,001 - 150,000 298,632
1 155,001 - 160,000 155,150
1 160,001 - 165,000 163,000
1 235,001 - 240,000 238,300
1 250,001 - 255,000 252,500
1 285,001 - 290,000 289,100
1 345,001 - 350,000 350,000
1 610,001 - 615,000 610,337
1 705,001 - 710,000 708,600
1 1,595,001 - 1,600,000 1,596,616
1 1,640,001 - 1,645,000 1,644,646
1 4,195,001 - 4,200,000 4,200,000
1 6,295,001 - 6,300,000 6,300,000
1 10,495,001 - 10,500,000 10,500,000
4,494 35,000,000
Pakistan Refinery Limited
PATTERN OF SHAREHOLDING
as at June 30, 2009

Shareholder's Category No. of Shareholders No. of Shares Percentage Issued Capital 42


Associated Companies 4 21,012,250 60.04
NIT and ICP 4 3,434,288 9.81
Public Sector Companies and Corporations 2 960,457 2.74
Bank, DFI's, Modarabas, Insurance, M.Funds 34 1,011,625 2.89
Others 15 247,750 0.71
Individuals 4,347 6,944,030 19.84
Joint Stock Companies and Body Corporates 88 1,389,600 3.97

Total 4,494 35,000,000 100.00

Associated companies, undertaking and


related parties
Shell Petroleum Co. Limited 1 10,500,000 30.00
Pakistan State Oil Company Limited 1 6,300,000 18.00
Chevron Texaco Global Energy Inc. 1 4,200,000 12.00
Pak Grease Manufacturing Co. (Pvt) Ltd. 1 12,250 0.04

NIT / ICP
National Bank of Pakistan - Trustee Dept. 1 3,241,262 9.26
National Bank of Pakistan 1 128,576 0.37
IDBP (ICP UNIT) 1 2,959 0.01
National Investment Trust 1 61,491 0.18

Directors, Chief Executive and their spouses and


minor children
Mr. Farooq Rahmatullah 1 3,500 0.01
Mr. Ardeshir Cowasjee 1 86,631 0.25
Mr. Saleem Butt 1 2,500 0.01
Mrs. Nancy Ardeshir Cowasjee 1 37,332 0.11

Public Sector Companies and Corporations 2 960,457 2.74

Bank, DFI's, NBFIs, Insurance Companies,


Modarabas and Mutual Funds 34 1,011,625 2.89

Joint Stock Companies and Body Corporates 88 1,389,600 3.97

Individuals - other than Directors & their spouses 4,343 6,814,067 19.47

Others 15 247,750 0.71

Total 4,494 35,000,000 100.00


Pakistan Refinery Limited

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Forty-ninth Annual General Meeting of the Company will be held
43 on Thursday October 22, 2009 at 10:00 a.m. at Marriott Hotel, Karachi, to transact the following
business:

ORDINARY BUSINESS

1. To confirm the minutes of Forty-eighth Annual General Meeting of the Company held on
September 24, 2008.

2. To review and approve the Audited Accounts for the year ended June 30, 2009 together
with the Directors’ Report and Auditors’ Report thereon.

3. To appoint Auditors for the next accounting period i.e. year ending June 30, 2010 and to
fix their remuneration.

The Share Transfer Books of the Company will remain closed from October 16, 2009 to October
22, 2009 (both days inclusive) when no transfer of shares will be accepted for registration.

By Order of the Board

Kashif Lawai
Karachi: September 30, 2009 Company Secretary
Pakistan Refinery Limited
Notes:

1. A member of the Company entitled to attend and vote may appoint any other person as his
/ her proxy to attend and vote instead of him / her. Proxies must be received at the Registered
Office of the Company or share registrar’s office not less than 48 hours before the time of 44
holding the meeting.

CDC account holders will further have to follow the under-mentioned guidelines as laid down
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 / her 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.

C. Shareholders are requested to notify any change in their addresses, if any, immediately to
our Registrar FAMCO Associates (Pvt.) Ltd., State Life Building 1-A, 1st floor, I.I. Chundrigar
Road, Karachi-74000.

2. The minutes of the Forty-eighth Annual General Meeting held on September 24, 2008 are
available at the Registered Office of the Company.
Pakistan Refinery Limited

STATEMENT OF COMPLIANCE WITH


THE CODE OF CORPORATE GOVERNANCE

45 This statement is being presented to comply with the Code of Corporate Governance contained in
Regulation No. 37 of listing regulations of the Karachi Stock Exchange and Chapter Xlll of the Lahore
Stock Exchange 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. The Company encourages representation of independent non-executive directors and directors


representing minority interests on its Board of Directors. At present the Board includes ten
non-executive directors. The Board has only one executive director i.e. Chief Executive.

2. The directors have confirmed that none of them is serving as a director in more than ten listed
companies, including this Company.

3. All the directors have given declaration that they are aware of their duties and powers under the
relevant laws and the Company's Memorandum and Articles of Association and the listing regulations
of the stock exchanges of Pakistan.

4. 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 Development Financial Institution or a Non-Banking
Financial Institution or is a member of Stock Exchange.

5. Three casual vacancies occurred on the Board on October 8, 2008, October 16, 2008 and March 4,
2009. All vacancies were filled by the directors within thirty days thereof and the concerned directors
have given a declaration in their consent under clause (ii) of the Code of Corporate Governance.

6. The Company has prepared a “Statement of Ethics and Business Practices”, which has been signed
by all the directors and employees of the Company.

7. The Board has developed a vision / mission statement, overall corporate strategy and framed significant
policies as required by the Code. The Board, however, will consider any amendment to these policies
or any new policy(s) as and when required. A complete record of particulars of significant policies
along with the dates on which they were approved or amended has been maintained.

8. All the powers of the Board have been duly exercised and the Board has taken decisions on material
transactions, including appointment and determination of remuneration and terms and conditions of
employment of the CEO. The Chairman is a non-executive director and the roles and responsibilities
of Chairman and Chief Executive have been clearly defined.

9. The meetings of the Board were presided over by the Chairman, whenever present, and the Board
met at least once in every quarter. Written notices of the Board meetings, along with agenda and
working papers, were circulated at least seven days before the meetings. The minutes of the meetings
were appropriately recorded and circulated.

10. Directors are well conversant with the listing regulations, legal requirements and operational imperatives
of the Company, and as such fully aware of their duties and responsibilities. Further, the Company
has been updating them, in the board meetings held during the year, regarding their duties and
responsibilities.
Pakistan Refinery Limited
11. The Board has approved the appointment of the Company Secretary, CFO and Head of Internal Audit
during the period including their remuneration and terms and conditions of employment, as determined
by the CEO.

12. The Directors’ report for this year has been prepared in compliance with the requirements of the Code 46
and it fully describes the salient matters required to be disclosed.

13. All material information as required under the relevant rules, has been provided to the stock exchanges
and to the Securities and Exchange Commission of Pakistan within the prescribed time limit.

14. The financial statements of the Company were duly endorsed by CEO and CFO before approval by
the Board.

15. 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.

16. The Company has complied with all the corporate and financial reporting requirements of the Code.

17. The Board has formed an Audit Committee. It comprises of three members, including the Chairman
of the Committee, all of whom are non-executive directors.

18. The meetings of the Audit Committee were held at least once every quarter, prior to the approval of
the interim and final results of the Company, as required by the Code. The terms of reference of the
committee have been formulated and advised to the committee for compliance.

19. 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 arm’s length transactions.

20. The Board has set up an effective internal audit function that is involved in internal audit activities
on a full time basis.

21. The statutory auditors of the Company have confirmed that they are maintaining a satisfactory rating
under the quality control review programme 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 Institute of Chartered Accountants
of Pakistan.

22. 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.

23. We confirm that all other material principles contained in the Code have been complied with.

Karachi: August 19, 2009 Farooq Rahmatullah


Chairman
Pakistan Refinery Limited

REVIEW REPORT TO THE MEMBERS


ON STATEMENT OF COMPLIANCE WITH BEST
PRACTICES OF CODE OF CORPORATE GOVERNANCE
47
We have reviewed the Statement of Compliance with the best practices contained in the Code of Corporate
Governance prepared by the Board of Directors of Pakistan Refinery Limited to comply with the Listing
Regulations of the Karachi and Lahore Stock Exchanges where the Company is listed.

The responsibility for compliance with the Code of Corporate Governance is that of the Board of Directors
of the Company. Our responsibility is to review, to the extent where such compliance can be objectively
verified, whether the Statement of Compliance reflects the status of the Company’s compliance with the
provisions of the Code of Corporate Governance and report if it does not. A review is limited primarily
to inquiries of the Company personnel and review of various documents prepared by the Company to
comply with the Code.

As part of our audit of financial statements we are required to obtain an understanding of the accounting
and internal control systems sufficient to plan the audit and develop an effective audit approach. We
have not carried out any special review of the internal control system to enable us to express an opinion
as to whether the Board’s statement on internal controls covers all controls and the effectiveness of such
internal controls.

Further, Sub-Regulation (xiii a) of Listing Regulation 35 notified by The Karachi Stock Exchange (Guarantee)
Limited vide circular KSE/N-269 dated January 19, 2009 requires the company to place before the board
of directors for their consideration and approval related party transactions distinguishing between
transactions carried out on terms equivalent to those that prevail in arm’s length transactions and
transactions which are not executed at arm’s length price recording proper justification for using such
alternate pricing mechanism. Further, all such transactions are also required to be separately placed
before the audit committee. We are only required and have ensured compliance of requirement to the
extent of approval of related party transactions by the board of directors and placement of such transactions
before the audit committee. We have not carried out any procedures to determine whether the related
party transactions were undertaken at arm’s length price or not.

Based on our review, nothing has come to our attention which causes us to believe that the Statement
of Compliance does not appropriately reflect the Company’s compliance, in all material respects, with
the best practices contained in the Code of Corporate Governance as applicable to the Company for the
year ended June 30, 2009.

A. F. Ferguson & Co.


Chartered Accountants

Karachi: August 24, 2009


Pakistan Refinery Limited
AUDITORS’ REPORT TO THE MEMBERS

We have audited the annexed balance sheet of Pakistan Refinery Limited as at June 30, 2009 and the related profit
and loss account, cash flow statement and statement of changes in equity 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 48
the best of our knowledge and belief, were necessary for the purposes of our audit.

It is the responsibility of the Company’s management to establish and maintain a system of internal control, and
prepare and present the above said statements in conformity with the approved accounting standards and the
requirements of the Companies Ordinance, 1984. Our responsibility is to express an opinion on these statements
based on our audit.

We conducted our audit in accordance with the auditing standards as applicable in Pakistan. These standards require
that we plan and perform the audit to obtain reasonable assurance about whether the above said statements are
free of any material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the above said statements. An audit also includes assessing the accounting policies and significant
estimates made by management, as well as, evaluating the overall presentation of the above said statements. We
believe that our audit provides a reasonable basis for our opinion and, after due verification, we report that:

(a) in our opinion, proper books of accounts 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 accounts and
are further in accordance with accounting policies consistently applied;
(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, cash flow statement and statement of changes in equity together with the notes
forming part thereof conform with approved accounting standards as applicable in Pakistan, and 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, 2009 and of the loss, its cash flows and
changes in equity for the year then ended; and

(d) in our opinion Zakat deductible at source under the Zakat and Ushr Ordinance, 1980(XVIII of 1980), was
deducted by the Company and deposited in the Central Zakat Fund established under section 7 of that
Ordinance.

A. F. Ferguson & Co.


Chartered Accountants

Karachi: August 24, 2009


Name of the engagement partner: Ali Muhammad Mesia
Pakistan Refinery Limited

Balance Sheet
as at June 30, 2009

Note 2009 2008

49 ASSETS (Rupees in thousand)


Non-current assets
Property, plant and equipment 4 2,336,063 975,774
Intangible assets 5 6,739 14,091
Investment in associate 6 57,280 58,238
Long-term loans and advances 7 16,466 13,588
Long-term deposits 14,012 14,012
Deferred taxation 8 978,215 -
Retirement benefit obligations - prepayments 9 4,161 9,520
3,412,936 1,085,223
Current assets
Stores, spares and chemicals 10 239,794 233,425
Stock-in-trade 11 8,367,282 9,102,109
Trade debts 12 14,431,063 9,465,925
Loans and advances 13 14,383 18,795
Accrued mark-up 14 13,160 47
Trade deposits and short-term prepayments 15 8,542 48,844
Other receivables 16 1,969,604 983,076
Tax refunds due from government - sales tax 17 200,248 188,152
Investments - 365
Cash and bank balances 18 3,909,833 2,646,115
29,153,909 22,686,853
Total assets 32,566,845 23,772,076

EQUITY
Share capital 19 350,000 350,000
Reserves 14,921 69,829
Special reserve 20 1,814,421 6,386,076
2,179,342 6,805,905
LIABILITIES
Non-current liabilities
Retirement benefit obligations 9 4,372 7,078
Deferred taxation 8 - 40,042
4,372 47,120
Current liabilities
Trade and other payables 21 25,377,179 15,904,758
Short-term borrowing 22 4,105,936 -
Accrued mark-up - 77,558
Taxation - provision less payments 900,016 936,735
30,383,131 16,919,051
Total liabilities 30,387,503 16,966,171

Contingencies and commitments 23

Total equity and liabilities 32,566,845 23,772,076

The annexed notes 1 to 38 form an integral part of these financial statements.

Farooq Rahmatullah Ijaz Ali Khan


Chairman Chief Executive
Pakistan Refinery Limited
Profit and Loss Account
for the year ended June 30, 2009

Note 2009 2008


(Rupees in thousand) 50
Sales 24 76,861,057 95,564,006

Cost of sales 25 (79,874,195) (90,789,072)

Gross (loss) / profit (3,013,138) 4,774,934

Distribution cost 25 (120,841) (129,400)

Administrative expenses 25 (164,668) (698,143)

Other operating expenses 26 (3,127) (252,177)

Other income 27 263,172 147,995

Operating (loss) / profit (3,038,602) 3,843,209

Finance cost 28 (2,477,467) (613,313)

Share of income of associate 14,671 24,722

(Loss) / profit before taxation (5,501,398) 3,254,618

Taxation - credit / (charge) 29 929,743 (1,143,874)

(Loss) / profit after taxation (4,571,655) 2,110,744

(Loss) / earning per share 30 (Rs. 130.62) Rs. 60.31

The annexed notes 1 to 38 form an integral part of these financial statements.

Farooq Rahmatullah Ijaz Ali Khan


Chairman Chief Executive
Pakistan Refinery Limited

Cash Flow Statement


for the year ended June 30, 2009

Note 2009 2008

51 (Rupees in thousand)
CASH FLOW FROM OPERATING ACTIVITIES

Cash (used in) / generated from operations 35 (877,803) 1,595,463

Mark-up paid (371,877) (5,627)

Income tax paid (122,591) (474,147)

(Contribution to) / receipts from defined


benefit retirement plans (22,056) 8,210

Increase in long-term loans and advances (2,878) (2,645)

Increase in long-term deposits - (11,125)

Net cash (used in) / generated from operating


activities (1,397,205) 1,110,129

CASH FLOW FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment (1,492,946) (189,458)

Proceeds from sale of property, plant and


equipment 4,028 571

Profit on deposits 189,806 118,692

Dividend received 8,079 8,504

Net cash used in investing activities (1,291,033) (61,691)

CASH FLOW FROM FINANCING ACTIVITIES

Short-term borrowing 3,997,071 -

Dividend paid (45,115) (100,600)

Net cash generated from / (used in) financing


activities 3,951,956 (100,600)

Net increase in cash and cash equivalents 1,263,718 947,838

Cash and cash equivalents at the beginning of


the year 2,646,115 1,698,277

Cash and cash equivalents at the end of the year 36 3,909,833 2,646,115

The annexed notes 1 to 38 form an integral part of these financial statements.

Farooq Rahmatullah Ijaz Ali Khan


Chairman Chief Executive
Pakistan Refinery Limited
Statement of Changes in Equity
for the year ended June 30, 2009

SHARE RESERVES SPECIAL TOTAL


52
CAPITAL CAPITAL REVENUE FAIR RESERVE
Exchange General Unappropriated VALUE
Equalisation Reserve Profit RESERVE
Reserve
(Rupees in thousand)

Balance as at June 30, 2007 300,000 897 1,050 119,698 8,106 4,375,332 4,805,083

Final dividend for the year ended


June 30, 2007 @ Rs. 3.33 per share - - - (100,000) - - (100,000)

Issue of 1 bonus share for every 6


shares held 50,000 - - (50,000) - - -

Net profit for the year 2008 - - - 2,110,744 - - 2,110,744

Change in fair value of available


for sale investment of associate
- net of deferred tax - - - - (9,922) - (9,922)

Transferred to Special Reserve - - - (2,010,744) - 2,010,744 -

Balance as at June 30, 2008 350,000 897 1,050 69,698 (1,816) 6,386,076 6,805,905

Final dividend for the year ended


June 30, 2008 @ Rs. 1.42 per share - - - (50,000) - - (50,000)

Net loss for the year 2009 - - - (4,571,655) - - (4,571,655)

Change in fair value of available


for sale investment of associate
- net of deferred tax - - - - (4,908) - (4,908)

Transferred to Special Reserve - - - 4,571,655 - (4,571,655) -

Balance as at June 30, 2009 350,000 897 1,050 19,698 (6,724) 1,814,421 2,179,342

The annexed notes 1 to 38 form an integral part of these financial statements.

Farooq Rahmatullah Ijaz Ali Khan


Chairman Chief Executive
Pakistan Refinery Limited

Notes to and Forming Part of the Financial Statements


for the year ended June 30, 2009

1. THE COMPANY AND ITS OPERATIONS


53
Pakistan Refinery Limited was incorporated in Pakistan as a public limited Company in May 1960
and is quoted on Karachi and Lahore Stock Exchanges. The registered office of the Company is
at Korangi Creek Road, Karachi. The Company is engaged in the production and sale of petroleum
products.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies adopted in the preparation of these financial statements are
set out below:

2.1 Basis of preparation

These financial statements have been prepared in accordance with approved accounting standards
as applicable in Pakistan and the requirements of the Companies Ordinance, 1984. Approved
accounting standards comprise of such International Financial Reporting Standards as have been
notified under the provisions of the Companies Ordinance, 1984. Wherever, the requirements of
the Companies Ordinance, 1984 or directives issued by the Securities and Exchange Commission
of Pakistan differ from the requirements of these standards, the requirements of the Companies
Ordinance, 1984 or the requirements of the said directives have been followed.

Amendment to published standard that became effective in the current year and is relevant

i. IFRS 7 - ‘Financial Instruments: Disclosures’ is mandatory for Company's accounting periods


beginning on or after April 28, 2008. Adoption of the standard only impacts the format and
extent of disclosures presented in the financial statements and do not have any impact on the
classification and valuation of the Company’s financial instruments.

ii. IFRIC 14 'IAS 19 - The limit on a defined benefit asset, minimum funding requirements and
their interaction' was issued in July 2007 and is effective for the periods beginning from or
after January 1, 2008. This interpretation provides general guidance on the extent to which
pension surplus may be recognised as an asset.

Standards, interpretations and amendments to published approved accounting standards


that are considered relevant, but not yet effective

Following amendments to existing standards and interpretations have been published that are
mandatory for accounting periods beginning on the dates mentioned below:

i. IAS 1 - 'Presentation of Financial Statements' effective for the periods beginning from or after
January 1, 2009. The amendments to the standard mandate various disclosures and presentation
of transactions with owners in statement of changes in equity and with non-owners in the
Comprehensive Income Statement.

ii. IAS 23 (Amendment) - 'Borrowing Cost' effective for the periods beginning from or after January
1, 2009, requires an entity to capitalise borrowing costs directly attributable to the acquisition,
construction or production of a qualifying asset as part of cost of that asset.

Adoption of the above amendments, standard and interpretation does not have any effect on the
amounts recognised in these financial statements.
Pakistan Refinery Limited
Notes to and Forming Part of the Financial Statements
for the year ended June 30, 2009

Interpretations to published approved accounting standards that are not yet effective and
are not considered relevant 54
i. IFRS 3 - 'Business Combinations' Effective from July 1, 2009

ii. IFRS 4 - 'Insurance Contracts' Effective from January 1, 2009

iii. IFRIC 4 - 'Determining whether an


Arrangement contains a Lease' Effective from July 1, 2010

iv. IFRIC 12 - 'Service Concession


Arrangements' Effective from July 1, 2010

v. IFRIC 15 - 'Agreements for the


Construction of Real Estate' Effective from January 1, 2009

vi. IFRIC 16 - 'Hedges of a Net


Investment in a Foreign Operation' Effective from October 1, 2008

2.2 Overall valuation policy

These financial statements have been prepared under the historical cost convention except as
stated below in the respective policy notes.

2.3 Property, plant and equipment

These are stated at cost less accumulated depreciation and impairment except capital work-in-
progress which is stated at cost.

Depreciation is charged to income by applying the straight-line method whereby the cost less
residual value, if not insignificant, of an asset is written off over its estimated useful life to the
Company. Full month's depreciation is charged in the month of acquisition and no depreciation
is charged in the month of disposal. Cost of leasehold land is amortised over the period of lease.

Assets' residual values and useful lives are reviewed and adjusted if expectations significantly
differ from previous estimates, at each balance sheet date.

Company accounts for impairment, where indications exist, by reducing asset's carrying values
to the recoverable amount.

Maintenance and normal repairs are charged to income as and when incurred. Renewals and
improvements are capitalised and assets so replaced, if any, are retired.

Gains and losses on disposal of property, plant and equipment are included in income currently.

2.4 Intangible assets

An intangible asset is recognised if it is probable that future economic benefits attributable to the
asset will flow to the Company and cost of such asset can be measured reliably. Intangibles
acquired by the Company are stated at cost less accumulated amortisation and impairment. Costs
associated with developing or maintaining computer software programmes are recognised as an
expense when incurred. However, costs that are directly associated with identifiable and unique
software products controlled by the Company and that have probable economic benefits exceeding
their cost and beyond one year, are recognised as intangible assets.
Pakistan Refinery Limited

Notes to and Forming Part of the Financial Statements


for the year ended June 30, 2009

Amortisation is charged to income by applying the straight-line method whereby the cost less
55 residual value, if not insignificant, of an asset is written off over its estimated useful life to the
Company. Full month's amortisation is charged in the month of acquisition and no amortisation
is charged in the month of disposal.

Company accounts for impairment, where indications exist, by reducing asset's carrying amount
to the recoverable amount.

2.5 Investment in associate

Investment in associate is accounted for using equity method of accounting and is initially recognised
at cost. The Company's share in its associate post-acquisition profits or losses is recognised in
the income statement and its share in post-acquisition movements in reserves is recognised in
reserves. The cumulative post-acquisition movements are adjusted against the carrying amount
of the investment. When the Company's share of loss in an associate equals or exceeds its interest
in the associate, including any other unsecured receivables, the Company does not recognise
further losses, unless it has incurred obligations or made payments on behalf of the associate.

2.6 Taxation

2.6.1 Current

The charge for current taxation is based on taxable income at the current rates of taxation after
taking into account tax credits and rebates available, if any.

2.6.2 Deferred

Deferred tax is accounted for, using the liability method, on temporary differences arising between
the tax base of assets and liabilities and their carrying amounts in the financial statements.
However, deferred tax asset is recognised to the extent it is probable that future taxable profits
will be available against which the temporary differences can be utilised.

2.7 Stores, spares and chemicals

These are valued at cost, determined using weighted average method, less provision for
obsolescence. Items in transit are valued at cost comprising invoice value plus other charges
incurred thereon.

2.8 Stock-in-trade

Stock of crude oil is valued at lower of cost determined using “first-in, first-out” method and net
realisable value except crude oil in transit which is valued at cost. Finished products are valued
at lower of cost, determined using "first-in, first-out" method, and net realisable value. Cost in
relation to finished products represents cost of crude oil and appropriate manufacturing overheads.
Net realisable value is the estimated selling price in the ordinary course of business, less costs
of completion and costs necessarily to be incurred to make the sale.

2.9 Trade and other debts

Trade and other debts are carried at the fair value of consideration to be received against goods
and services. Provision is made in respect of doubtful debts, if any.

2.10 Cash and cash equivalents

Cash and cash equivalents are carried in the balance sheet at cost. For the purposes of the cash
flow statement, cash and cash equivalents comprise cash in hand, with banks on current, savings
and deposit accounts, running finance under mark-up arrangements and short-term finance.
Pakistan Refinery Limited
Notes to and Forming Part of the Financial Statements
for the year ended June 30, 2009

2.11 Trade and other payables


56
Trade and other payables are carried at the fair value of the consideration to be paid for goods
and services.

2.12 Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Subsequently
the borrowings are measured at amortised cost using the effective interest method.

2.13 Borrowing costs

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 such costs are capitalised as part of the cost of that asset. Borrowing
costs include exchange differences arising from foreign currency borrowings to the extent these
are regarded as an adjustment to borrowing costs.

2.14 Provisions

Provisions are recognised when the Company has a present legal or constructive obligation as
a result of past events; it is probable that an outflow of resources will be required to settle the
obligation; and a reliable estimate of the amount can be made.

2.15 Retirement benefits

The Company operates recognised Provident, Gratuity and Pension Funds for all its eligible
employees. The Provident Fund is a defined contribution plan. All others are defined benefit plans.
Actuarial valuations of defined benefit plans are carried out on periodical basis using the projected
unit credit method and the latest valuations were carried out as at June 30, 2009. Actuarial gain
/ loss is recognised over a period of 11 years for the management staff Gratuity and Pension
Funds and 17 years for non-management staff Gratuity and Pension Funds, if it exceeds the 10%
corridor limit in the prior period. The unrecognised past service cost is recognised over its vesting
period.

2.16 Foreign currency translation

These financial statements are presented in Pak Rupees which is also the functional currency
of the Company.

Transactions in foreign currencies are converted into Rupees at the rates of exchange prevailing
on the date of the transactions. Monetary assets and liabilities in foreign currencies are translated
into Rupees at rates prevailing at the balance sheet date. Gains and losses are recognised in the
profit and loss account.

2.17 Financial instruments

All financial assets and liabilities are recognised at the time when the Company becomes a party
to the contractual provisions of the instrument.

Any gains and losses on derecognition of financial assets and liabilities are taken to income currently.

2.18 Revenue recognition

(a) Local sales are recorded on the basis of products pumped in oil marketing companies’ tanks.

(b) Export sales are recorded on the basis of products shipped to customers.
Pakistan Refinery Limited

Notes to and Forming Part of the Financial Statements


for the year ended June 30, 2009

57 (c) The prices of refinery products are notified by the Oil & Gas Regulatory Authority (OGRA)
which are primarily based on import parity pricing formula. However, in order to enable certain
refineries including the Company to operate on a self financing basis, the Government effective
from July 1, 2002 had introduced a tariff protection formula under which deemed duty is built
into the import parity based prices of some of the products. Under this formula, any profit after
taxation above 50% of the paid-up capital as it was on July 1, 2002 (Rs. 200 million), is required
to be transferred to a "Special Reserve" to offset any future losses or to make investment for
expansion or upgradation of the respective refineries.

(d) Dividend is recognised when the right of receipt is established.

(e) Income on bank deposits is recognised on accrual basis.

(f) Handling and storage income, pipeline charges, scrap sales, insurance commission and rental
incomes are recognised on an accrual basis.

2.19 Government grants

Government grants related to costs are deferred and recognised in the income statement as a
deduction from the related expense over the period necessary to match them with the costs that
they are intended to compensate.

2.20 Dividend

Dividend distribution to the Company's shareholders is recognised as a liability in the Company's


financial statements in the period in which the dividend is approved.

3. CRITICAL ACCOUNTING ESTIMATES, JUDGEMENTS AND POLICIES

The preparation of financial statements in conformity with approved accounting standards requires
the use of certain critical accounting estimates. It also requires management to exercise its
judgement in the process of applying the Company's accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where assumptions and estimates are significant
to the financial statements are; provision for income tax and provision for post employment benefits.

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 will impact the income tax provision in the period in which such determination is made.

Significant estimates relating to deferred taxation and post employment benefits are disclosed
in note 8 and note 9 respectively.

Estimates and judgements are continually evaluated and are based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under
the circumstances.

Management believes that the change in outcome of estimates would not have a material effect
on the amounts disclosed in the financial statements.

No critical judgement has been used in applying the accounting policies.


Pakistan Refinery Limited
Notes to and Forming Part of the Financial Statements
for the year ended June 30, 2009

2009 2008

4. PROPERTY, PLANT & EQUIPMENT


(Rupees in thousand)
58
Operating assets - note 4.1 954,988 776,372
Capital work-in-progress - note 4.2 1,381,075 199,402
2,336,063 975,774
4.1 Operating assets
TAN G I B LE
Leasehold Buildings Processing Korangi Keamari Pipelines Steam Power Water Equipment Fire Vehicles TOTAL
land and on plant tank farm terminal generation generation, treatment including fighting and other
improvements leasehold plant transmission and cooling furniture and tele- automotive
thereon land and system commu- equipment
distribution nication
systems
(Rupees in thousand)

Net carrying value basis


Year ended June 30, 2009

Opening net book value (NBV) 2,147 47,244 328,547 42,972 44,780 59,208 12,774 47,782 27,329 125,855 24,445 13,289 776,372
Additions (at cost) - 23,152 29,075 128,414 44,543 24,124 12,820 1,041 5,025 33,984 6,718 2,377 311,273
Disposals (at NBV) - - - - - - - - - (290) - (1,554) (1,844)
Depreciation charge (39) (6,387) (53,925) (12,454) (3,243) (10,113) (3,323) (5,981) (5,217) (23,801) (1,431) (4,899) (130,813)
Closing net book value 2,108 64,009 303,697 158,932 86,080 73,219 22,271 42,842 27,137 135,748 29,732 9,213 954,988

Gross carrying value basis


At June 30, 2009

Cost 3,939 100,303 812,259 288,697 150,683 139,496 57,198 72,408 65,285 345,349 45,580
49,938 2,131,135
Accumulated depreciation (1,831) (36,294) (508,562) 6 (34,927)
(129,765) (64,603) (66,277) (29,566) (38,148) (209,601) (15,848) (40,725) (1,176,147)
Net book value 2,108 64,009 303,697 158,932 86,080 73,219 22,271 42,842 27,137 135,748 29,732 9,213 954,988

Net carrying value basis


Year ended June 30, 2008

Opening net book value (NBV) 2,186 34,036 383,363 52,254 38,519 51,740 16,211 42,822 32,602 117,243 22,997 11,868 805,841
Additions (at cost) - 17,843 19,776 1,218 9,269 15,276 - 10,109 - 31,233 3,310 6,856 114,890
Disposals (at NBV) - - - - - - - - - (528) - - (528)
Depreciation charge (39) (4,635) (74,592) (10,500) (3,008) (7,808) (3,437) (5,149) (5,273) (22,093) (1,862) (5,435) (143,831)
Closing net book value 2,147 47,244 328,547 42,972 44,780 59,208 12,774 47,782 27,329 125,855 24,445 13,289 776,372

Gross carrying value basis


At June 30, 2008

Cost 3,939 77,151 783,475 160,283 106,156 115,372 44,378 71,367 60,300 315,510 38,862 52,424 1,829,217
Accumulated depreciation (1,792) (29,907) (454,928) (117,311) (61,376) (56,164) (31,604) (23,585) (32,971) (189,655) (14,417) (39,135) (1,052,845)
Net book value 2,147 47,244 328,547 42,972 44,780 59,208 12,774 47,782 27,329 125,855 24,445 13,289 776,372

Depreciation rate
% per annum 1 5 to 20 10 to 33 10 5 to 10 10 10 10 10 10 to 33 5 to 10 25
Pakistan Refinery Limited

Notes to and Forming Part of the Financial Statements


for the year ended June 30, 2009

4.1.1 Details of disposals of operating assets are as follows:

59 Description Cost Accumulated Book Sale


Depreciation Value Proceeds
Mode of
disposal
Particulars of
purchaser
(Rupees in thousand)
Net book value exceeding
Rs. 50,000 each:

Vehicle 691 (432) 259 259 Nagotiation Fawad Hussain


Executive
“ 691 (432) 259 259 Nagotiation Muhammad Akram
Executive
“ 691 (432) 259 259 Nagotiation Sami-ur-Rehman
Executive
“ 691 (432) 259 259 Nagotiation Syed Abdul Qadir
Executive
“ 691 (432) 259 259 Nagotiation Syed Azeemuddin
Executive
“ 691 (432) 259 259 Nagotiation Zeeshan Mirza
Equipment including Executive
furniture 154 (103) 51 51 Nagotiation K.M. Nauman
Ex-executive
4,300 (2,695) 1,605 1,605

Items having net book value


not exceeding Rs. 50,000
each:
- Equipment including
furniture 3,991 (3,752) 239 390

- Water treatment and


cooling system 40 (40) - 5

- Processing plant 291 (291) - 355

- Keamari terminal 16 (16) - 36

- Vehicles and other


automotive equipment 717 (717) - 1,637
5,055 (4,816) 239 2,423
9,355 (7,511) 1,844 4,028

2009 2008
4.2 Capital work-in-progress - at cost (Rupees in thousand)
Refinery upgrade project - note 4.2.1 1,292,468 -
Buildings 6,690 16,316
Processing plant 11,002 13,680
Korangi tank farm 21,567 92,068
Keamari terminal - 10,135
Pipelines 2,445 3,790
Power generation, transmission and distribution 2,000 7,081
Water treatment and cooling system 25,681 16,257
Equipments 3,967 11,691
Fire fighting and telecommunication systems 15,255 27,502
Vehicles and other automotive equipment - 882
1,381,075 199,402

4.2.1 This represents cost assocated with front end designing and models in relation to upgradation
of Refinery.
Pakistan Refinery Limited
Notes to and Forming Part of the Financial Statements
for the year ended June 30, 2009

2009 2008
(Rupees in thousand)
60
5. INTANGIBLE ASSETS - COMPUTER SOFTWARE

Net carrying value basis

Opening net book value (NBV) 14,091 21,443


Amortisation charge (7,352) (7,352)
Closing net book value 6,739 14,091

Gross carrying value basis

Cost 33,834 33,834


Accumulated amortisation (27,095) (19,743)
Net book value 6,739 14,091

Amortisation is charged at the rate of 33.33% per annum.

6. INVESTMENT IN ASSOCIATE

Pak Grease Manufacturing Company (Private)


Limited - 850,401 fully paid
ordinary shares - note 6.1 57,280 58,238

6.1 The Company holds 27.26% (2008: 27.26%) of the investee's


total equity. These have been accounted for on equity method.

Opening balance 58,238 54,077


Share of income for the year 14,671 24,722
Change in fair value of available for sale
investment (7,550) (12,057)
Dividend received (8,079) (8,504)
57,280 58,238

6.2 Summarised results of the Company's associate


(2009: unaudited) are as follows:

Total assets 236,235 229,658


Total liabilities 26,112 15,828
Revenue 195,936 161,944
Profit after tax 53,819 90,689

7. LONG-TERM LOANS AND ADVANCES


– secured and considered good

To executives 7,029 6,982


To other employees 20,696 16,911
27,725 23,893
Recoverable within one year – note 13
Executives (3,593) (3,506)
Other employees (7,666) (6,799)
(11,259) (10,305)
16,466 13,588
Pakistan Refinery Limited

Notes to and Forming Part of the Financial Statements


for the year ended June 30, 2009

2009 2008

61 (Rupees in thousand)

Reconciliation of carrying amount of loans to executives:

Opening balance 6,982 6,120


Promotion to executive 1,025 318
Disbursements 4,895 9,254
Recoveries (5,873) (8,710)
7,029 6,982

The maximum amount due from executives at the end of any month during the year was Rs. 9.23
million (2008: Rs. 9.35 million).

The loans and advances to all eligible employees are given in accordance with the Company’s policy
for payment of house rent, to defray personal expenditure and for purchase of motor vehicles. These
carry interest ranging from 1% to 4% per annum and are repayable over a period of three to six
years.

8. DEFERRED TAXATION

2009 2008
Debit balances arising in respect of:
(Rupees in thousand)
- tax loss - note 8.1 1,056,670 -
- provision for slow moving stores, spares
and chemicals 10,470 9,320
- old outstanding liabilities offered for tax 31,082 28,951
1,098,222 38,271

Credit balances arising in respect of:

- accelerated tax depreciation (100,262) (58,232)


- investment in associate accounted for
using equity method (19,745) (20,081)
(120,007) (78,313)
978,215 (40,042)

8.1 Deferred tax debit balance of Rs. 1.82 billion (2008: Nil) in relation to tax loss has been recognised
to the extent of Rs. 1.06 billion which is expected to be realised in future.
Pakistan Refinery Limited
Notes to and Forming Part of the Financial Statements
for the year ended June 30, 2009

9. RETIREMENT BENEFITS
PENSION FUNDS GRATUITY FUNDS 62
Management Non-Management Management Non-Management

2009 2008 2009 2008 2009 2008 2009 2008


(Rupees in thousand)

9.1 Expense / (income)


recognised during the year
Current service cost 17,495 16,821 919 677 3,119 2,914 549 449
Interest cost 62,738 45,312 2,833 2,061 6,217 4,855 945 631
Expected return on plan assets (57,203) (45,739) (902) (779) (7,123) (5,553) (4,125) (3,129)
Amortisation of past service cost 145 145 543 543 - - - -
Net actuarial loss / (gain) recognised - - 266 203 - - (802) (935)
23,175 16,539 3,659 2,705 2,213 2,216 (3,433) (2,984)
Amount (reversed) / not recognised as
an asset - - - - (4,338) 3,324 3,433 2,984
23,175 16,539 3,659 2,705 (2,125) 5,540 - -

9.2 Balance sheet reconciliation

Prepayment / (liability) as at July 1 1,079 34,649 (7,078) (4,373) 8,441 5,160 - -


(Expense) / income recognised
during the year (23,175) (16,539) (3,659) (2,705) 2,125 (5,540) - -
Payments made by the fund
to the Company (2,972) (17,031) - - (14,753) - - -
Payment made by the Company on
behalf of the fund 23,134 - - - 8,348 3,118 - -
Employer contributions - - 8,299 - - 5,703 - -
(Liability) / prepayment as at June 30 (1,934) 1,079 (2,438) (7,078) 4,161 8,441 - -

9.3 (Liability) / prepayment as at June 30

Present value of obligations to members (601,537) (523,037) (25,055) (23,622) (62,271) (53,564) (8,883) (7,654)
Obligation to Company - - - - - - (2,071) (2,071)
Fair value of plan assets 453,122 477,166 14,631 7,326 66,575 61,565 42,043 34,425
Funded status (148,415) (45,871) (10,424) (16,296) 4,304 8,001 31,089 24,700

Unrecognised net actuarial loss / (gain) 145,178 45,502 5,127 5,816 (143) 4,778 (16,829) (13,873)
Unrecognised past service cost 1,303 1,448 2,859 3,402 - - - -
Amount not recognised as an asset - - - - - (4,338) (14,260) (10,827)
(Liability) / prepayment as at June 30 (1,934) 1,079 (2,438) (7,078) 4,161 8,441 - -

Actual return / (loss) on plan assets 5,546 68,237 (52) 533 21,228 5,820 7,618 3,100

9.4 Movement in defined benefit obligation

Beginning of the year 523,037 451,412 23,622 20,769 53,564 48,544 7,654 20
6,120
Current service cost 17,495 16,821 919 677 3,119 2,914 549 449
449
Interest cost 62,738 45,312 2,833 2,061 6,217 4,855 945 631
631
Actuarial losses / (gains) 48,019 39,972 (1,377) 1,062 9,184 6,198 (265) 454
Actual benefits paid by the fund during
the year (26,618) (30,480) (942) (947) (1,465) (8,947) - -
Payment made by the Company on
behalf of the fund (23,134) - - - (8,348) - - -
End of the year 601,537 523,037 25,055 23,622 62,271 53,564 8,883 7,654

9.5 Movement in the fair value of plan assets

Beginning of the year 477,166 456,440 7,326 7,740 61,565 55,871 34,425 31,325
Expected return on plan assets 57,203 45,739 902 779 7,123 5,553 4,125 3,129
Employer contributions - - 8,299 - - 5,703 - -
Payments made by the fund
to the Company (2,972) (17,031) - - (14,753) - - -
Actual benefits paid by the fund during
the year (26,618) (30,480) (942) (947) (1,465) (5,829) - -
Asset (loss) / gain (51,657) 22,498 (954) (246) 14,105 267 3,493 (29)
End of the year 453,122 477,166 14,631 7,326 66,575 61,565 42,043 34,425
Pakistan Refinery Limited

Notes to and Forming Part of the Financial Statements


for the year ended June 30, 2009

2009 2008

63 9.6 The principal actuarial assumptions used were as follows:

Discount rate 12% 12%


Expected return on plan assets 12% 12%
Future salary increases 12% 12%
Future pension increases 7% 7%

2009 2008 2007 2006 2005


(Rupees in thousand)
9.7 Comparison for five years

MANAGEMENT PENSION FUND

Present value of defined benefit obligation (601,537) (523,037) (451,412) (424,303) (377,061)
Fair value of plan assets 453,122 477,166 456,440 421,475 351,129
Surplus / (deficit) (148,415) (45,871) 5,028 (2,828) (25,932)

Experience loss on obligation 48,019 39,972 1,750 11,722 44,420


Experience (loss) / gain on plan assets (51,657) 22,498 (2,408) 8,474 35,602

NON-MANAGEMENT PENSION FUND

Present value of defined benefit obligation (25,055) (23,622) (20,769) (24,634) (20,709)
Fair value of plan assets 14,631 7,326 7,740 3,301 4,095
Deficit (10,424) (16,296) (13,029) (21,333) (16,614)

Experience (gain) / loss on obligation (1,377) 1,062 (5,951) 2,472 3,335


Experience (loss) / gain on plan assets (954) (246) (118) (189) (164)

MANAGEMENT GRATUITY FUND

Present value of defined benefit obligation (62,271) (53,564) (48,544) (48,401) (39,985)
Obligation to Company - - - - (8,162)
Fair value of plan assets 66,575 61,565 55,871 48,165 39,695
Surplus / (deficit) 4,304 8,001 7,327 (236) (8,452)

Experience (gain) / loss on obligation 9,184 6,198 (240) 3,729 4,856


Experience gain on plan assets 14,105 267 3,816 4,424 3,230

NON-MANAGEMENT GRATUITY FUND

Present value of defined benefit obligation (8,883) (7,654) (6,120) (8,283) (5,954)
Obligation to Company (2,071) (2,071) (2,071) (2,071) (2,071)
Fair value of plan assets 42,043 34,425 31,325 25,654 21,427
Surplus 31,089 24,700 23,134 15,300 13,402

Experience (gain) / loss on obligation (265) 454 (3,454) 1,326 (56)


Experience gain / (loss) on plan assets 3,493 (29) 3,467 2,361 1,892
Pakistan Refinery Limited
Notes to and Forming Part of the Financial Statements
for the year ended June 30, 2009

9.8 Plan assets comprise of the following:


64
PENSION FUNDS GRATUITY FUNDS
Non- Non-
Management Management Management Management
2009 2008 2009 2008 2009 2008 2009 2008
Equity 36.9% 47.5% 18.4% 40.5% 15.6% 15.0% 12.5% 19.8%
Debt 55.4% 50.1% 0.0% 0.0% 46.6% 78.7% 78.7% 70.2%
Others 7.7% 2.4% 81.6% 59.5% 37.8% 6.3% 8.8% 10.0%
100% 100% 100% 100% 100% 100% 100% 100%

The average life expectancy of a pensioner retiring at age 60 on the balance sheet date is as follows:

2009 2008
Years

Male 16.8 16.8


Female 21.2 21.2

The average life expectancy of a pensioner retiring at age


60, 20 years after the balance sheet date is as follows:

Male 17.8 17.8


Female 21.7 21.7

9.9 During the year, Company recognised Rs. 10.68 million (2008: Rs. 9.99 million) as contribution
for employees’ Provident Fund.

9.10 The expected contributions to the plans for the coming year are as follows:
Non-
Management Management
(Rupees in thousand)

Pension funds 21,338 1,361


Gratuity funds 3,489 -

9.11 Information in note 9 is based on actuarial advice.


Pakistan Refinery Limited

Notes to and Forming Part of the Financial Statements


for the year ended June 30, 2009

2009 2008

65 (Rupees in thousand)

10. STORES, SPARES AND CHEMICALS

Stores 31,239 4
29,769
Spares 226,788 218,569
Chemicals 15,997 16,050
274,024 264,388
Provision for slow moving stores,
spares and chemicals (34,230) (30,963)
239,794 233,425
11. STOCK-IN-TRADE

Raw material
Crude oil [including in transit Rs. 2.91 billion
(2008: Rs. 912.8 million)] 5,779,415 6,589,352
Finished products 2,587,867 2,512,757
8,367,282 9,102,109

11.1 As at June 30, 2009, stock of raw material has been


written down by Rs. 111.37 million (2008: Nil) to arrive
at its net realisable value.

12. TRADE DEBTS – considered good

Due from related parties – note 12.1 14,020,299 6,777,026


Others 410,764 2,688,899
14,431,063 9,465,925

12.1 These represent receivables from Pakistan State Oil


Company Limited, Shell Pakistan Limited and Chevron
Pakistan Limited, and are in the normal course of
business.

12.2 The age analysis of trade debts past due is as follows:

Up to 3 months 4,646,646 3,074,499


3 to 6 months 5,882,137 150
More than 6 months 910,976 117,321

13. LOANS AND ADVANCES – considered good

Loans and advances recoverable within


one year – note 7
Executives 3,593 3,506
Other employees 7,666 6,799
11,259 10,305
Advances for supplies and services 3,124 8,490
14,383 18,795
Pakistan Refinery Limited
Notes to and Forming Part of the Financial Statements
for the year ended June 30, 2009

2009 2008
(Rupees in thousand)
66
14. ACCRUED MARK-UP

This represents mark-up accrued on term deposits.

15. TRADE DEPOSITS AND


SHORT-TERM PREPAYMENTS

Trade deposits 794 914


Short-term prepayments 7,748 47,930
8,542 48,844
16. OTHER RECEIVABLES

Receivable from related parties


Non-management staff gratuity fund 2,071 2,071
Provident Fund - 2,900
Receivable from refineries - note 16.1 1,952,585 961,896
Insurance commission receivable 1,322 14,543
Workers' profits participation fund - note 21.5 6,262 -
Due from executives 5,656 -
Others [including Rs. 1.02 million
(2008: Rs. 1.02 million) receivable from
related parties] 1,708 1,666
1,969,604 983,076

16.1 This represents amount due from refineries in respect of sharing of crude oil, freight and other
charges paid by the Company on their behalf.

2009 2008
17. TAX REFUNDS DUE FROM (Rupees in thousand)
GOVERNMENT - SALES TAX

Refundable from Government 1,095,058 1,310,150


Payable to Government (894,810) (1,121,998)
200,248 188,152

The Federal Government, through S.R.O. 1164(I)/2007 dated November 30, 2007 has directed
that sales tax shall be charged at the rate of zero percent on Petroleum Crude Oil. Sales tax
refund due from Government represents the refunds due prior to November 30, 2007.
Pakistan Refinery Limited

Notes to and Forming Part of the Financial Statements


for the year ended June 30, 2009

2009 2008

67 18. CASH AND BANK BALANCES


(Rupees in thousand)

With banks on
- current accounts 7,626 1,881,055
- term deposits 3,210,423 189,695
- savings accounts
(including foreign currency account
Rs. 581 thousand [2008: Rs. 3.54 million]) 691,493 570,100
Cash and cheques in hand 291 5,265
3,909,833 2,646,115

As at June 30, 2009 the effective rates of mark-up on savings accounts and term deposits range
from 5% to 13% p.a (2008: 6% to 9% p.a.). Maturity of term deposits ranges from 3 days to 89
days (2008: 7 days to 89 days).

2009 2008
(Rupees in thousand)
19. SHARE CAPITAL

Authorised
40,000,000 'A' ordinary shares of Rs.10 each 400,000 400,000
60,000,000 'B' ordinary shares of Rs.10 each 600,000 600,000
1,000,000 1,000,000
Issued, susubscribed and paid-up
ordinary shares of Rs. 10 each

2,400,000 ‘A’ ordinary shares fully paid in cash 24,000 24,000


3,600,000 ‘B’ ordinary shares fully paid in cash 36,000 36,000
6,000,000 60,000 60,000
11,600,000 ‘A’ ordinary shares issued as fully paid
bonus shares 116,000 116,000
17,400,000 ‘B’ ordinary shares issued as fully paid
bonus shares 174,000 174,000
29,000,000 290,000 290,000
35,000,000 350,000 350,000

2009 2008
Number of shares
(In thousand)
19.1 Reconciliation of number of ordinary
shares outstanding

At the beginning of the year 35,000 30,000


Issue of 1 bonus share for every 6 shares held - 5,000
At the end of the year 35,000 35,000

19.2 As at June 30, 2009 and 2008, associated undertakings held 21,012,250 ordinary shares of
Rs.10 each.
Pakistan Refinery Limited
Notes to and Forming Part of the Financial Statements
for the year ended June 30, 2009

20. SPECIAL RESERVE


68
This represents the reserve created under the Ministry of Petroleum and Natural Resources’ (the
Ministry) directive making the new tariff protection formula applicable to the Company, as described
in note 2.18(c). This amount is not available for distribution to shareholders.

The Ministry through its directive further clarified that the refineries can distribute dividend out of
net profit after tax up to a maximum of 50% of the paid-up share capital of the Company as at the
date of applicability of the tariff protection formula i.e. July 1, 2002 and the remaining amount
should be transferred to the Special Reserve.

2009 2008
(Rupees in thousand)

21. TRADE AND OTHER PAYABLES

Creditors – note 21.1 and 21.2 21,774,657 13,177,426


Accrued liabilities 274,075 207,657
Advances from Customers – note 21.1 17,798 7,452
Payable to the Government – note 21.3 and 21.4 3,162,365 2,340,889
Retention money 5,507 4,245
Workers' profits participation fund – note 21.5 - 23,381
Workers' welfare fund 116,005 117,035
Unclaimed dividend 23,256 18,371
Tax deducted at source 36 988
Management staff provident fund 811 -
Others 2,669 7,314
25,377,179 15,904,758

21.1 Related party balances

Creditors
Advances from customers } note 21.1.1 4,302,745
8,805
2,468,750
3,211

21.1.1 These include payables to Oil and Gas Development Company Limited, and advances from
Pakistan State Oil Company Limited, Shell Gas LPG (Pakistan) Limited, Hascombe Storage
Limited and Chevron Pakistan Limited.

21.2 This amount includes Rs. 1.27 billion (2008: Rs. 1.41 billion) payable to Oil Exploration and
Production Companies (E&Ps) in respect of local crude supplies exceeding the maximum slab
rates for calculation of discount to GoP as provided in the respective Crude Oil Sale and Purchase
Agreements (COSAs). The amount is subject to adjustment upon finalisation of respective
Supplemental Agreements and COSAs.

21.3 This includes Rs. 1.09 billion (2008: Rs. 1.25 billion) payable in respect of local crude supplies
exceeding the maximum slab rates for calculation of discount to GoP as provided in the respective
Crude Oil Sale and Purchase Agreements (COSAs). The amount is subject to adjustment upon
finalisation of respective Supplemental Agreements and COSAs.

21.4 The balance is net of Rs. 257.76 million (2008: Rs. 410.92 million) receivable from the Government
of Pakistan in respect of price differential claims. Such claims resulted from restricting the ex-
refinery prices charged by the Company to the oil marketing companies on instructions from the
MoP & NR.
Pakistan Refinery Limited

Notes to and Forming Part of the Financial Statements


for the year ended June 30, 2009

2009 2008

69 (Rupees in thousand)

21.5 WORKERS’ PROFITS PARTICIPATION FUND

Payable / (receivable) as at July 1 23,381 (2,915)


Allocation for the year - 171,296
Interest on funds utilised in Company's business 357 -
23,738 168,381
Amount paid (30,000) (145,000)
(Receivable) / payable as at June 30 (6,262) 23,381

22. SHORT-TERM BORROWING - secured 4,105,936 -

During the year, the Company obtained short term loan from Eco Trade and Development Bank
amounting to US dollars 50 million for the import of crude oil from Iran.

The loan was disbursed in 3 tranches between January to April 2009 repayable in one year from
the date of respective disbursement.

The borrowing is secured by way of a ranking charge over all the present and future receivables
of the Company and an irrevocable letter of guarantee issued by the Government of Pakistan.
The loan carries mark up at the rate of 6 months LIBOR plus 1.85%. The applicable LIBOR interest
rate as at June 30, 2009 was 1.11%.

22.1 Running finance under mark-up arrangements

The running finance facilities available under mark-up arrangements from various banks amounted
to Rs. 7.05 billion (2008: Rs. 9.05 billion).

The arrangements are secured by way of hypothecation over stock of crude oil and finished
products and trade debts of the Company.

The rates of mark-up range between 13.86% to 16.54% per annum as at June 30, 2009 (2008:
9.23% to 13.88% per annum). The purchase prices are payable by May 2011.

22.2 Unutilised credit facility

The facility for opening letters of credit and guarantees as at June 30, 2009 amounted to
Rs. 25.50 billion (2008: Rs. 18.89 billion) of which the amount remaining unutilised at year end
was Rs. 12.88 billion (2008: Rs. 14.53 billion).

23. CONTINGENCIES AND COMMITMENTS

23.1 Contingencies

a) The Company has raised claims aggregating Rs. 1.77 billion (2008: Rs. 363.64 million) on
certain oil marketing companies (OMCs) under the respective sale and purchase of product
agreements in respect of interest on late payments from them against receivables. These
claims, however, have not been recognised in these financial statements as these have not
been acknowledged by the OMCs.
Pakistan Refinery Limited
Notes to and Forming Part of the Financial Statements
for the year ended June 30, 2009

b) Claims against the Company not acknowledged as debts, including late payment surcharges
amount to Rs. 168.27 million (2008: Rs. 32.30 million). 70
c) Bank guarantees of Rs. 193 million (2008: Rs. 369.36 million) were issued in favour of third
parties.

23.2 Commitments

a) Aggregate commitments outstanding for capital expenditure as at June 30, 2009 amounted
to approximately Rs. 3.25 million (2008: Rs. 33.2 million).

b) Commitments for rentals under lease agreements amounted to Rs. 33.46 million (2008:
Rs. 38.47 million), payable as follows:

2009 2008
(Rupees in thousand)

Not later than 1 year 10,760 11,901


Later than 1 year but not later than 5 years 22,704 26,573
33,464 38,474

24. SALES

Gross sales – note 24.1 and 24.2 97,007,960 107,300,775


Less:
- Sales tax (11,825,516) (10,811,924)
- Excise duty and development levy / surcharge (8,321,387) (924,845)
76,861,057 95,564,006

24.1 These include price differential claims from the Government amounting to Rs. 117.15 million
(2008: Rs. 514.78 million).

24.2 Sales pertaining to the year are based on prices notified by OGRA which are subject to policy
clarification from the Federal Government. Any subsequent adjustment arising therefrom shall be
accounted for as and when the said policy is finalised.
Pakistan Refinery Limited

Notes to and Forming Part of the Financial Statements


for the year ended June 30, 2009

25. OPERATING COSTS


71 Cost of sales Distribution cost
Administrative
expenses Total
2009 2008 2009 2008 2009 2008 2009 2008
(Rupees in thousand)

Crude oil consumed - note 25.1 79,048,218 90,576,801 - - - - 79,048,218 90,576,801

Stores, spares and chemicals 87,443 106,127 - - - - 87,443 106,127

Consultancy 5,684 4,228 - - 336 - 6,020 4,228

Fuel, power and water 260,217 249,723 7,169 6,401 1,189 1,640 268,575 257,764

Salaries and wages 250,075 218,626 24,605 14,774 80,320 76,357 355,000 309,757

Retirement benefits 27,185 25,320 2,967 2,204 5,237 7,252 35,389 34,776

Repairs and maintenance 60,980 60,611 9,804 12,457 499 1,796 71,283 74,864

Insurance 29,036 33,017 9,967 12,655 5,454 3,519 44,457 49,191

Staff transport 14,267 12,384 2,211 1,838 5,753 4,449 22,231 18,671

Lease rentals 6,211 6,090 298 168 6,100 4,617 12,609 10,875

Depreciation 105,906 120,066 14,036 11,815 10,871 11,950 130,813 143,831

Traveling and entertainment 4,860 15,471 726 1,206 5,617 10,858 11,203 27,535

Subscription 5,207 4,569 4,365 3,604 2,204 2,252 11,776 10,425

Security expenses 9,282 7,372 5,780 4,414 2,487 828 17,549 12,614

Rent, rates and taxes 20,238 13,457 33,670 43,262 - - 53,908 56,719

Transportation and
handling charges - - 4,063 13,846 - - 4,063 13,846

Amortisation of intangible 7,352 7,352 - - - - 7,352 7,352

Publicity - - - - 1,705 2,561 1,705 2,561

Printing and stationery - - - - 3,534 4,680 3,534 4,680

Computer related and software


license expenses - - - - 10,037 7,144 10,037 7,144

Communication - - - - 5,494 6,660 5,494 6,660

Directors' fee - - - - 416 408 416 408

Legal and professional


charges - - - - 4,051 5,639 4,051 5,639

Auditors' remuneration - note 25.2 - - - - 2,629 3,120 2,629 3,120

Refinery upgradation studies - - - - - 516,889 - 516,889

Other expenses 7,144 12,712 1,180 756 10,735 25,524 19,059 38,992

79,949,305 91,473,926 120,841 129,400 164,668 698,143 80,234,814 92,301,469

Opening stock of finished


products 2,512,757 1,827,903

Closing stock of finished


products (2,587,867) (2,512,757)

79,874,195 90,789,072

25.1 Cost of crude oil consumed in respect of non-finalised Crude Oil Sale and Purchase Agreements (COSAs) has been recorded in line with
notifications of the Ministry of Petroleum & Natural Resources.
Pakistan Refinery Limited
Notes to and Forming Part of the Financial Statements
for the year ended June 30, 2009

2009 2008
(Rupees in thousand) 72
25.2 Auditors' remuneration

Audit fee 1,100 600


Taxation services 313 625
Limited review, special reports and certifications
and audit of staff retirement funds 880 1,630
Out of pocket expenses 336 265
2,629 3,120

26. OTHER OPERATING EXPENSES

Donations - note 26.1 3,127 8,110


Workers' profits participation fund - 171,296
Workers' welfare fund - 72,771
3,127 252,177

26.1 None of the directors or their spouses had any interest in


the donees.

27. OTHER INCOME

Income from financial assets


Profit on savings and term deposit accounts 202,919 111,013
Gain on redemption of open ended mutual fund units - 8,586
Gain on re-measurement of fair value of open ended
mutual fund units - 11

Others
Rent of equipment, storage and handling charges
[including Rs. 2.28 million (2008: Rs. 2.61 million)
from related parties] 10,741 12,026
Insurance commission 4,598 14,643
Sale of scrap 36,735 643
Gain on disposal of property, plant and equipment 2,184 43
Others 5,995 1,030
263,172 147,995

28. FINANCE COST

Mark-up on running finance under


mark-up arrangements 293,962 81,196
Mark-up on short term borrowing 49,519 -
Interest on amounts withheld against purchases of
crude oil 267,772 167,908
Interest on delayed payments 4,138 -
Exchange loss 1,859,791 360,266
Interest on workers' profits participation fund 357 -
Bank charges 1,928 3,943
2,477,467 613,313
Pakistan Refinery Limited

Notes to and Forming Part of the Financial Statements


for the year ended June 30, 2009

2009 2008
73 (Rupees in thousand)
29. TAXATION

Current - for the year 85,872 1,153,180


Deferred (1,015,615) (9,306)
(929,743) 1,143,874
29.1 Relationship between tax expense
and accounting (loss) / profit

Accounting (loss) / profit (5,501,398) 3,254,618

Tax at the applicable tax rate of 35% (1,925,489) 1,139,116


Deferred tax not recognised - note 8.1 762,510 -
Expenses not deductible for tax purposes 26,291 43,628
Effect of applicability of final tax 206,946 (35,861)
Income not subject to tax (1) (3,009)
(929,743) 1,143,874

30. (LOSS) / EARNING PER SHARE

(Loss) / profit after taxation attributable to


ordinary shareholders (4,571,655) 2,110,744

Number of ordinary shares outstanding at the


end of the year (in thousand) 35,000 35,000
Basic (loss) / earning per share (Rs. 130.62) Rs. 60.31

There were no dilutive potential ordinary shares in issue as at June 30, 2008 and 2009.

31. REMUNERATION OF DIRECTORS, CHIEF EXECUTIVE AND EXECUTIVES

The aggregate amounts of remuneration including all benefits to Directors, Chief Executive and
Executives of the Company are as follows:
2009 2008
Directors Chief Executive Directors Chief Executive
Executive Executive
(Rupees in thousand)

Fees 416 - - 408 - -


Managerial
remuneration - 4,774 62700 - 3,625 44,982
Leave encashment - - 1337 - 1,820 915
Bonus - 2,642 19,434 - 2,094 9,810
Ex-gratia allowance - - 3,236 - 1,457 -
Honorarium 600 - - 600 - -
Retirement benefits - - 19,120 - 789 9,623
Housing - 1,770 26,661 - 1,631 17,920
Utilites - 393 5,925 - 362 4,156
Leave passage - - 7,820 - 1.135 5,004
Club expenses - 139 951 - 1,048 5,224
Others 36 206 11,421 36 436 13,015
36 2,508 52,778 36 4,612 45,319
1,052 9,924 158,605 1,044 14,397 110,649

Number of persons 10 1 55 10 2 42

A Director, the Chief Executive and certain executives are provided with free use of Company
maintained cars and household equipments.
Pakistan Refinery Limited
Notes to and Forming Part of the Financial Statements
for the year ended June 30, 2009

2009 2008

32. TRANSACTIONS WITH RELATED PARTIES


(Rupees in thousand) 74

Relationship Nature of transaction

(a) Associated companies Dividend received 8,079 8,504


Sale of goods 64,556,001 75,959,940
Services rendered 2,283 2,608
Purchase of goods 15,322,872 27,921,379

(b) Entity where a Director of the


Company is a key management
personnel Sale of goods 627,968 -

(c) Entities whose Directors and


that of the Company have been
appointed by the same person(s) Services received 1,254,092 505,756

(d) Key management employees’


compensation Salaries and other short-
term employee benefits 35,760 39,171
Post employment benefits 4,334 2,884

Sale of certain products is transacted at prices fixed by the Oil & Gas Regulatory Authority. Other
transactions with related parties are carried out on commercially negotiated terms.

The status of outstanding balances in respect of related parties as at June 30, 2009 is included
in trade debts, other receivables and trade and other payables.

33. CAPACITY AND ACTUAL PERFORMANCE

Against the designed nominal annual capacity of 2,133,705 metric tons, the actual throughput
during the year was 1,888,326 metric tons (2008: 2,123,145 metric tons).
Pakistan Refinery Limited

Notes to and Forming Part of the Financial Statements


for the year ended June 30, 2009

34. FINANCIAL INSTRUMENTS


75
34.1 Financial assets and liabilities
Interest / Mark-up bearing Non-interest / mark-up bearing Total
Maturity Maturity after Total Maturity Maturity after Total
up to one one year up to one year one year
year
(Rupees in thousand)

FINANCIAL ASSETS

Loans and receivables


Loans to employees 9,207 14,142 23,349 2,052 2,324 4,376 27,725
Deposits - - - 794 14,012 14,806 14,806
Trade debts - - - 14,431,063 - 14,431,063 14,431,063
Accrued mark-up - - - 13,160 - 13,160 13,160
Other receivables - - - 1,963,342 - 1,963,342 1,963,342
Cash and bank
balances 3,901,916 - 3,901,916 7,917 - 7,917 3,909,833
2009 3,911,123 14,142 3,925,265 16,418,328 16,336 16,434,664 20,359,929
2008 3,118,412 13,533 3,131,945 9,988,335 14,067 10,002,402 13,134,347

FINANCIAL LIABILITIES

At amortised cost
Trade and other
payables 3,106,156 - 3,106,156 22,151,502 - 22,151,502 25,257,658
Short term borrowing 4,105,936 - 4,105,936 - - - 4,105,936
2009 7,212,092 - 7,212,092 22,151,502 - 22,151,502 29,363,594
2008 3,185,629 - 3,185,629 12,647,831 - 12,647,831 15,833,460

34.2 Financial risk management objectives and policies

Capital Risk Management

The Company's objectives when managing capital are to safeguard the Company's ability to
continue as going concern in order to provide returns for shareholders and benefit for other
stakeholders. However, as also mentioned in note - 2.18 (c), the Company operates under tariff
protection formula whereby profits after tax in excess of 50% of the paid up capital as of July
1, 2002 are diverted to special reserve.

The capital structure of the Company is equity based with no financing through long term
borrowings. Company has availed short-term borrowing for working capital purposes only.

(i) Concentration of credit risk

Credit risk represents the accounting loss that would be recognised at the reporting date if
counterparties failed to perform as contracted. The financial assets that are subject to credit
risk amounted to Rs. 20.32 billion (2008: Rs. 13.09 billion).
Pakistan Refinery Limited
Notes to and Forming Part of the Financial Statements
for the year ended June 30, 2009

The Company monitors its exposure to credit risk on an ongoing basis at various levels. The
Company believes that it is not exposed to any major credit risk as it operates in an essential 76
products industry and its customers are organisations with good credit history.

The carrying amounts of financial assets which are neither past due nor impaired are as under:

2009 2008
(Rupees in thousand)

Loans to employees 27,725 23,893


Deposits 14,806 14,926
Trade debts 2,991,304 6,273,955
Accrued mark-up 13,160 47
Other receivables 1,963,342 983,076
Investments - 365
Cash and bank balances 3,909,833 2,646,115
8,920,170 9,942,377

(ii) Liquidity Risk

The Company manages liquidity risk by maintaining sufficient cash balances and the availability
of financing through banking arrangements.

(iii) Foreign exchange risk

Foreign currency risk arises mainly when receivables and payables exist due to transactions in
foreign currencies primarily with respect to the US Dollar. Amounts exposed to such risk included
in creditors are Rs. 15.54 billion (2008: Rs. 5.23 billion) and short term borrowing is Rs. 4.11
billion (2008: Nil). The Company manages its currency risk by close monitoring of currency
markets. As per central bank regulations, the Company cannot hedge its currency risk exposure
against procurement of crude oil.

At June 30, 2009, if the Pakistan Rupee had weakened / strengthened by 5% against the foreign
currencies with all other variables held constant, loss / profit after taxation for the year would have
been higher / lower by Rs. 638.44 million (2008: Rs. 125.26 million) respectively, mainly as a result
of foreign exchange losses / gains on translation of foreign currency creditors and short term
borrowing.

(iv) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. The Company is exposed to cash flow
interest rate risk on its short term borrowing which is repriced at a maximum period of 180 days.
Hence the management believes that the Company is not materially exposed to interest rate
changes.

At June 30, 2009, if LIBOR interest rate on short term borrowing had been 100 basis points higher
/ lower with all other variables held constant, loss / profit after taxation for the year would have
been higher / lower by Rs. 26.43 million (2008: Nil) respectively, mainly as a result of higher /
lower interest exposure on variable rate borrowing.
Pakistan Refinery Limited

Notes to and Forming Part of the Financial Statements


for the year ended June 30, 2009

(v) Fair values of financial assets and liabilities


77
The carrying values of all financial assets and liabilities reflected in the financial statements
approximate their fair values.
2009 2008
(Rupees in thousand)

35. CASH FLOW FROM OPERATING ACTIVITIES

(Loss) / profit before taxation (5,501,398) 3,254,618


Adjustments for non-cash charges and other items
Depreciation / amortisation 138,165 151,183
Share of income of associate (14,671) (24,722)
Gain on disposal of property, plant and equipment (2,184) (43)
Profit on deposits (202,919) (111,013)
Mark-up expense 615,748 249,104
Provision for slow moving stores and spares 3,267 5,947
Exchange loss on short term borrowing 59,346 -
Unrealised gain on revaluation of investments at
fair value through profit and loss - (11)
Provision for defined benefit retirement plans 24,709 24,784
621,461 295,229

Working capital changes - note 35.1 4,002,134 (1,954,384)

Cash (used in) / generated from operations (877,803) 1,595,463

35.1 Working capital changes

(Increase) / decrease in current assets


Stores, spares and chemicals (9,636) (10,001)
Stock-in-trade 734,827 (3,994,328)
Trade debts (4,965,138) (4,676,163)
Loans and advances 4,412 3,644
Trade deposits and short-term prepayments 40,302 247
Other receivables (986,528) (967,185)
Tax refunds due from Government - sales tax (12,096) 1,288,154
Investments 365 201,415
(5,193,492) (8,154,217)
Increase in trade and other payables 9,195,626 6,199,833

4,002,134 (1,954,384)
Pakistan Refinery Limited
Notes to and Forming Part of the Financial Statements
for the year ended June 30, 2009

2009 2008
(Rupees in thousand) 78
36. CASH AND CASH EQUIVALENTS

Cash and bank balances 3,909,833 2,646,115

37. CORRESPONDING FIGURES

Corresponding figures have been re-arranged wherever necessary for purposes of more appropriate
disclosure as follows:

Note Reclassification from Note Reclassification to (Rupees in


component component thousand)

12 Trade debts 16 Other receivables 961,896

25 Cost of sales 28 Finance cost 443,168

27 Other income 28 Finance cost 82,902

38. DATE OF AUTHORISATION

These financial statements were authorised for issue on August 19, 2009 by the Board of Directors
of the Company.

Farooq Rahmatullah Ijaz Ali Khan


Chairman Chief Executive
Form of Proxy
49th Annual General Meeting 2009

I / We

of being a Member(s)

of Pakistan Refinery Ltd. holding

ordinary shares hereby appoint

of or failing him / her

of

as my / our proxy in my / our absence to attend and vote for me / us and on my / our behalf
at the Forty-ninth Annual General Meeting of the Company to be held on October 22, 2009 and
at any adjournment thereof.

As witness my / our hand / seal this day of 2009.

Signed by the

In the presence of 1.

2.

Shareholder No.

Signature on Revenue
stamp of appropriate value
(to the extent applicable)

This signature should agree


with the specimen registered
with the Company.
IMPORTANT

Instruments of Proxy will not be considered as valid unless they are deposited or received at
the Company’s Registered Office at Korangi Creek Road, Karachi or share registrar’s office not
later than 48 hours before the time of holding the meeting.
The Secretary
Pakistan Refinery Limited
P.O. Box 4612, Korangi Creek Road, Karachi-75190, Pakistan.
Tel: (92-21) 5122131-40, Fax (92-21) 5060145, 5091780
Email: info@prl.com.pk
website: http://www.prl.com.pk

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