Académique Documents
Professionnel Documents
Culture Documents
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
Chairman’s Review 21
Directors’ Report 23
Pattern of Shareholding 41
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 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.
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
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.
05
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.
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. 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.
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. 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 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.
BOARD COMMITTEES
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.
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:
*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
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.
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.
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.
● 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.
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)
Appropriations:
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.
● 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
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.
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
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.
● 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
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.
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.
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
During the year soil and ground water contamination remained under
● Continuous Improvement
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.
(Rupees in thousand)
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.
2009 2008 34
Rupees in thousand % Rupees in thousand %
Wealth Generated
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
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
Balance Sheet
Investor Information
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
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
3,255 2,111
2,605 1,725
2,063 1,345
734
1,131
(4,572) 251
504
(5,501)
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
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
2,086
5,768
1,264
3,711 3,640
948 937
2,496
(1,229)
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
Gross (loss) / profit (215.6) 341.6 55.5 171.8 210.1 98.0 100.0
Other operating expenses (3.5) (278.9) (51.2) (204.9) (222.7) (92.3) (100.0)
Operating (loss) / profit (234.2) 296.2 44.6 160.7 202.4 88.6 100.0
(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
(Loss) / profit before taxation (7.2) 3.4 0.9 3.4 5.9 4.0
(Loss) / profit after taxation (5.9) 2.2 0.4 2.2 3.9 2.6
Pakistan Refinery Limited
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
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 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
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
LIABILITIES
Non-current liabilities
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 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
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
Individuals - other than Directors & their spouses 4,343 6,814,067 19.47
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.
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:
(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.
(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
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:
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.
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.
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;
(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.
Balance Sheet
as at June 30, 2009
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
51 (Rupees in thousand)
CASH FLOW FROM OPERATING ACTIVITIES
Cash and cash equivalents at the end of the year 36 3,909,833 2,646,115
Balance as at June 30, 2007 300,000 897 1,050 119,698 8,106 4,375,332 4,805,083
Balance as at June 30, 2008 350,000 897 1,050 69,698 (1,816) 6,386,076 6,805,905
Balance as at June 30, 2009 350,000 897 1,050 19,698 (6,724) 1,814,421 2,179,342
The significant accounting policies adopted in the preparation of these financial statements are
set out below:
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
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.
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
These financial statements have been prepared under the historical cost convention except as
stated below in the respective policy notes.
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.
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
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.
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.
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.
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.
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
2.12 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.
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.
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.
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.
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.
(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
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.
(f) Handling and storage income, pipeline charges, scrap sales, insurance commission and rental
incomes are recognised on an accrual basis.
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
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.
2009 2008
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
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
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
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
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
6. INVESTMENT IN ASSOCIATE
2009 2008
61 (Rupees in thousand)
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
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
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
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
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
2009 2008
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)
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)
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)
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
The average life expectancy of a pensioner retiring at age 60 on the balance sheet date is as follows:
2009 2008
Years
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)
2009 2008
65 (Rupees in thousand)
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
2009 2008
(Rupees in thousand)
66
14. ACCRUED MARK-UP
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
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
2009 2008
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
2009 2008
Number of shares
(In thousand)
19.1 Reconciliation of number of ordinary
shares outstanding
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
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)
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
2009 2008
69 (Rupees in thousand)
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%.
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.
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).
23.1 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)
24. SALES
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
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
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
Traveling and entertainment 4,860 15,471 726 1,206 5,617 10,858 11,203 27,535
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
Other expenses 7,144 12,712 1,180 756 10,735 25,524 19,059 38,992
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
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
2009 2008
73 (Rupees in thousand)
29. TAXATION
There were no dilutive potential ordinary shares in issue as at June 30, 2008 and 2009.
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)
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
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.
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
FINANCIAL ASSETS
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
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.
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)
The Company manages liquidity risk by maintaining sufficient cash balances and the availability
of financing through banking arrangements.
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.
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
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
Corresponding figures have been re-arranged wherever necessary for purposes of more appropriate
disclosure as follows:
These financial statements were authorised for issue on August 19, 2009 by the Board of Directors
of the Company.
I / We
of being a Member(s)
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.
Signed by the
In the presence of 1.
2.
Shareholder No.
Signature on Revenue
stamp of appropriate value
(to the extent applicable)
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