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Attock Refinery Limited
Annual Report 1998
CONTENTS
Company Information
Notice of the Meeting
Chairman's Review
Financial Highlights
Report of the Directors
Pattern of Shareholding
Auditors' Report to the Members
Balance Sheet
Profit and Loss Account
Cash Flow Statement
Notes to the Accounts
COMPANY INFORMATION
Board of Directors
Chairman Ch. Nisar All Khan
Directors Dr. Ghaith R. Pharaoh
Abdus Sattar
G. A. Sabri
Iftikhar Alam
Shuaib Anwer Malik
Laith Ghaith Pharaon
Khalid Atiq Ghazi
Mofarreh Said AI Ghamdi
(Alternate Director Babar Bashir Nawaz)
Arif Kemal
Mohammad Raziuddin
Chief Executive Officer
Company Secretary S. Ahmed Abid
F.C.A.
Legal Advisors Zafar Law Associates
Advocates & Solicitors
Registered Office The Refinery,
Morgah Rawalpindi.
Telephones: (051) 487041 -5
Fax: (051)487254
E-mail: arl@isb.comsats,net.pk
BOARD OF DIRECTORS
Ch. Nisar Ali Khan
Chairman
Dr. Ghaith R. Pharaon
Abdus Sattar
G.A. Sabri
Iftikhar Alam
Shuaib Anwer Malik
Laith Ghaith Pharaon
Khalid Atiq Ghazi
Mofarreh Said Al Ghamdi
Arif Kemal
Mohammad Raziuddin Chief Executive Officer
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 20th Annual General Meeting of the Company will be
held at the Registered Office of the Company at Morgah, Rawalpindi on Wednesday,
30th December, 1998 at 4.00 p.m. to transact the following business:
ORDINARY BUSINESS
1. To confirm the minutes of 19th Annual General Meeting of the Company held on
December 29, 1997.
2. To receive, consider and approve the Audited Accounts of the Company together
with the Directors' and Auditors' Reports for the year ended 30 June, 1998.
3. To consider and, if thought fit, declare a final cash dividend as recommended by
the Board of Directors for the year ended 30 June, 1998.
4. To appoint Auditors for the next year and fix their remuneration.
5. To transact such other business as may be placed before the meeting with the
permission of the Chairman.
SPECIAL BUSINESS
6. To consider and, if thought fit, to pass the following Resolution as an ordinary
resolution:
"Resolved:
a. that a sum of Rs 45,000,000 out of the profit of the Company for the year
ended 30 June, 1998 be capitalised and applied for issue of 4,500,000 ordinary
shares of Rs 10 each allotted as fully paid Bonus Shares to the members of the
Company whose names appear on the register of members as at close of
business on 20 December, 1998, in the proportion of one new share for every
five shares held.
b. that the Bonus Shares so allotted shall rank pari passu in all respects with the
existing shares except that they shall not qualify for the dividend declared for
the year ended 30 June, 1998.
c. that the members entitled to fractions of a share shall be given sale proceeds
of their fractional entitlement for which purpose the fractions shall be
consolidated into whole shares and sold in the stock market.
d. that the Secretary of the Company be authorised and empowered to give
effect to this resolution and to do or cause to do all acts, deeds and things
that may be necessary or required for issue, allotment and distribution of
Bonus Shares. In the case of non-resident shareholders the Secretary is further
authorised to issue/export the Bonus Shares after fulfilling the statutory
requirements".
7. To consider and, if thought fit, to pass the following resolution, pursuant to section
208 of the Companies Ordinance, 1984 in respect of the Company's investment.
"Resolved that the Company be and is hereby authorised to invest Rs 2 million as
long-term investment in Attock Hospital (Private) Limited, incorporated with the
intention of owning it as a wholly owned subsidiary. Further, resolved that the Chief
Executive be and is hereby authorised to sign such documents and take such
steps as may be necessary in acquiring the said equity interest in "Attock Hospital
(Pvt) Limited".
By Order of the Board
The Refinery (S. AHMED ABID)
Morgah, Rawalpindi Company Secretary
December 8, 1998.
Notes:
i. A member entitled to vote at this meeting may appoint another member as his/her proxy
to attend and vote. Proxies in order to be effective must be received by the Company
48 hours before the meeting.
ii. Share Transfer Books of the Company will remain closed and no transfer of shares will be
accepted for registration from 21 December to 30 December, 1998 (both days inclusive).
Transfers received in order at the registered office of the Company by the close of business
on 20 December, 1998 will be treated in time for the purposes of payment of the final
dividend and eligibility of Bonus Shares, if declared.
iii. Members are requested to promptly notify the Company of any change in their addresses.
iv. Statements of material facts under Section 160 (I) (b) of the Companies Ordinance, 1984
justifies capitalisation of Rs. 45,000,000 out of profit by issuing fully paid Bonus Shares in the ratio
to this Notice of Meeting being sent to members.
STATEMENT UNDER SECTION 160 (1) (b) OF THE COMPANIES ORDINANCE, 1984
1. ISSUE OF BONUS SHARES
The Directors are of the view that with existing profitability, the Company's financial position
justifies capitalisation of Rs 45,000,000 out of profit by issuing fully paid Bonus Shares in the ratio
of 1:5 i.e. one Bonus Share for every five ordinary issued shares.
2. INVESTMENT IN ATTOCK HOSPITAL (PVT) LIMITED
a. Attock Hospital (Pvt) Limited (AHL) has been incorporated to acquire, take over and
operate the existing hospital of the Company.
b. The Directors are of the view that the investment in AHL would help in achieving the
Company's objectives of providing medical services to the employees of the Company
and its associated companies, expand the existing base of services to introduce specialised
treatment and to provide community services to the residents of adjoining areas.
c. The Directors have no vested interest in the above investment except that the
Chief Executive is also Chief Executive and Director of AHL and two of the Directors are
common directors.
CHAIRMAN'S REVIEW
It gives me great pleasure to welcome you all to the 20th Annual General Meeting and to
present a review of the operations, Audited Accounts and Annual Report of the Company
for the year to 30 June, 1998.
PROFITABILITY
Operations of your Company during the year remained smooth and efficient. The financial
results of the Company's operations for the year ended 30 June, 1998 are given in the
annexed Directors' Report and financial statements. As the prices of petroleum products
declined in the international market, the refiner's margin narrowed down resulting in
reduced profitability. The Company earned a net profit of Rs 119.6 million including prior
years' adjustment of Rs 27.8 million. The Company's profits from refinery operations were
restricted to Rs 90 million calculated at 40% on paid-up capital of Rs 225 million as per the
approved import parity pricing formula.
FUTURE OUTLOOK
Work on the construction and erection of two new plants namely Naphtha Hydrotreating/
Reforming Plant and Heavy Crude Unit under the Refinery Upgradation and Expansion Plan
is progressing satisfactorily. Most of the plant, machinery and equipment has already
arrived at the site and the construction/erection work is in full swing. Work on offsite facilities
to cater for operational requirements after the commissioning of the new plants is also being                 ~
completed simultaneously.
The Company's management continues to make efforts to enhance the utilisation of the
refining capacity as the availability of crude oil is reducing from the depleting crude oil
fields in the northern region of the country. Based on national economics, the Government
permitted transportation of crude oil from southern oilfields for processing at your refinery.
The crude receipts from the southern oilfields are being increased progressively to increase
refinery capacity utilisation.
To meet its operational requirements for electricity and cooling, the Company has also
planned to set up its own Co-Generation and Dry ice Plants.
The Company is also considering the possibility of enhancing its refining capacity to 50,000
barrels per day by setting up a Pre-flash unit after carrying out a detailed technical and
economic feasibility. Your Company is also participating in various projects in collaboration             .~'
with other international agencies for the refinery optimisation, production of environment             '~"
friendly products and energy conservation.
To conserve the foreign exchange resources of the country, the Company's management
has made conscious efforts to meet its requirements for spare parts and other consumables
through the local manufacturing facilities which would also promote the development of
the local industry.
TRAINING AND DEVELOPMENT
The training and development of Human Resource of the Company continued through
training programmes for the management staff and workers. In-house training courses
were also organised with special emphasis on information technology, safety, quality and
maintenance. To meet the requirement for trained personnel after the commissioning of the
new plants, the staff members are undergoing special training programmes which will
also continue during the current year. The staff has been encouraged to benefit from the
information technology for which the necessary computer facilities have been provided to
them.
QUALITY MANAGEMENT
The Company has focused on the development of quality management with stress on
productivity performance, efficiency improvement and rationalisation of activities with a
view to reduce wastage and application. Various initiatives have been taken in highlighting
areas of improvement and incentives have been provided for employees commitment
to Total Quality Management.
HUMAN RESOURCE
I would like to record my appreciation of the efforts and dedication of the Human
Resource of the Company which includes its officers, staff and workers that has enabled the
management to run the Company smoothly and efficiently during the year.
I am pleased to report that the management continued to have cordial relations with the
workers and the Collective Bargaining Agent (CBA). A new 2-years Labour Agreement was
successfully negotiated with the CBA which will expire on 30 June, 1999,
ACKNOWLEDGEMENT
Finally, I take this opportunity to express my thanks to all my colleagues on the Board, and
the Government, for their continuing support and cooperation and the confidence placed
in your Company by the lenders, crude oil suppliers and customers. I sincerely hope
that your Company will continue to enjoy their full confidence and cooperation for the
development and progress to achieve even better results and to meet the future challenges
in the years ahead.
Before concluding, I also wish to express my thanks for the continued interest and support of
our shareholders.
Ch. Nisar Ali Khan
27th November, 1998 Chairman
FINANCIAL HIGHLIGHTS
30 June   (Rupees in Million)
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
PROFIT & LOSS SUMMARY
Sales (Net of Govt. Levies) 6,582.6 6,528.6 5,112.5 3,834.4 4,746.2 5,165.8 5,179.9 4,750.7 3,810.2 2,884.4
Reimbursement from/(to)
Government                  (96.6) 67.8 17.4 692.8 (69.4) (9.5) (22.7) 856.2 22.6 (26.9)
Other income 111.2 98.2 99.9 59.5 88.3 57.4 47.6 32.6 19.6 18.30
Income from non-refinery
operations after tax 1.8 2.8 1.2 2.8 3.6 3.1 3.2 5.2 2.6 -
Total Revenue 6,599.0 6,697.4 5,231.0 4,589.5 4,768.7 5,216.8 5,208.0 5,644.7 3,855.0 2,875.8
Cost of Sales, Administration
and Selling Expenses etc. (6,453.4) (6,492.8) (4,918.8) (4,486.8) (4,695.0) (5,126.5) (5,183.5) (5,603.6) (3,806.0) (2,827.5)
Workers' Funds (10.0) (13.8) (21.9) (6.4) (4.8) (6.6) (1.5) (2.5) (3.6) (3.7)
Taxation (43.8) (61.8) (106.8) (43.5) (25.3) (48.6) (5.4) (19.0) (28.4) (30.2)
Net Profit after Tax 91.8 129.0 183.5 52.8 43.6 35.1 17.6 19.6 17.0 14.4
Adjustment in net profit
for prior years 27.8 (21.1) - - - 32.9 - - - -
Unappropriated profit
brought forward 6.2 3.3 9.6 6.8 3.2 0.9 0.8 0.4 0.8 0.8
Dividend (45.0) (37.5) (30.0) (25.0) (19.0) (12.8) (17.6) (19.2) (14.4) (14.4)
Transfer to Reserves (72.8) (67.5) (159.8) (25.0) (25.0) (52.9) - - (3.0) -
Transfer from Reserves - - - - 4.0 - - - - -
BALANCE SHEET SUMMARY
Paid-up Capital 225.0 187.5 150.0 125.0 100.0 80.0 80.0 80.0 80.0 80.0
Reserves 272.1 228.8 198.7 63.9 63.9 62.9 10.0 10.0 10.0 6.5
Unappropriated Profit 8.0 6.2 3.3 9.6 6.8 3.2 0.9 0.8 0.4 0.8
Long - Term Loans 175.5 - - - - - - - - -
Fixed Assets (Less depreciation) 1092.6 352.4 180.3 146.8 117.6 109.1 95.9 90.3 100.9 104.3
SHARES AND EARNINGS
Earning (Rs per share) 4.1 6.88 12.2 4.2 4.4 8.5 2.2 2.4 2.1 1.8
Break- Up Value (Rs per share) 22.1 22.5 23.5 15.9 17.1 18.3 11.4 11.4 11.3 10.9
Dividend 20% 20% 20% 20% 19% 16% 22% 24% 18% 18%
Bonus Shares Issue 20% 20% 25% 20% 25% 25% - - - -
REPORT OF THE DIRECTORS
The Directors of the Company have pleasure in presenting their Annual Report and Audited
Financial Statements of the Company together with Auditors' Report thereon for the year
ended 30 June, 1998.
1. FINANCIAL RESULTS
1998
Rupees
(000)
These are summarised below:
Profit for the year as per the import parity pricing formula,
after providing for all expenses including depreciation, workers' funds 133,797
Less: Provision for taxation 43,797
----------
Profit after taxation from refinery operations 90,000
Income from non-refinery operations less
applicable charges, workers' funds and taxation 1,830
----------
Net profit for the year after taxation 91,830
Prior year adjustment less applicable charges and taxation 27,798
----------
119,628
Unappropriated profit brought forward 6,160
----------
Profit available for appropriation 125,788
APPROPRIATIONS:
The Directors propose that this should be utilized in providing for:
Transfer to Reserve for expansion/modernisation being surplus
profits over 40% retained as per Government stipulation 27,798
Interim dividend at the rate of 10% (equivalent to Re 1.00
per share of Rs 10 each) paid in May, 1998 22,500
Final dividend at the rate of 10% (equivalent to Re 1.00
per share of Rs 10 each) now proposed 22,500
Transfer to Reserve for issue of bonus shares 45,000
----------
117,798
Leaving unappropriated profit to be ----------
carried forward to next year 7,990
==========
The Company continues to operate under the import parity pricing formula under
which the Company is entitled to a minimum of 10% and maximum of 40% return net
of tax on its paid-up capital in respect of its refinery operations and further allowed
to retain surplus profits over 40% as per agreed parameters, for utilisation in the
development plans for Refinery Upgradation and Expansion. In the current year under
review the Company earned a total net profit of Rs 101 million and under the pricing
formula was entitled to retain Rs 90 million being the maximum allowable return at
40% on paid-up capital. In addition, prior year adjustments mainly relating to crude oil
and product prices have resulted in additional net profits of Rs 27.798 million which are
transferable to reserve for expansion/modernisation as stipulated by the Government
in the pricing formula applicable to your Company.
As compared to last year the current year's profits have declined because of a lower
refiner's margin, generally due to depressed international prices for petroleum
products during the year.
In addition, the Company has also earned other income of Rs 1.830 million (net of tax
and workers' funds) from non-refinery operations outside the pricing formula.
As reported last year the Company's representation to the Ministry of Petroleum to
treat the net profit from sale of asphalt outside the import parity pricing formula after
the deregulation of asphalt prices in June, 1996 is still pending consideration by the
Ministry of Petroleum.
The average prices of petroleum products in the international market were
substantially lower in the current year. Consequently, the ex-refinery prices allowed to
the Company for its petroleum products were revised downwards as a result of which
the sales revenue generated through ex-refinery prices was lower in comparison to last
year. The products and crude oil prices continued to be priced on the principles of
import parity as per parameters defined by the Government. Although the crude
throughput increased during the year the total cost of crude oil consumed decreased
as the prices of crude oil processed at the Refinery were low due to internationally
depressed prices of crude oil upon which is also based the determination of local
crude oil price.
In recognition of its performance and dividend payout to the shareholders, the
Company was presented the Top 25 Companies Award by the Karachi Stock Exchange
for the years 1995 and 1996.
2. PAID-UP CAPITAL
The Company's paid-up capital was increased from Rs 187.50 million to Rs 225 million
through capitalisation of an amount of Rs 37.5 million, out of the profits of the
Company, by way of issue of fully paid bonus shares to the Members of the Company
in the proportion of one new share for every five shares held.
3. DIVIDEND
The Company has already paid an interim dividend of 10% in May, 1998 and
Directors are now recommending final dividend at the rate of 10% (Re 1.00 per share of
Rs 10 each) making a total of 20% for the year ended 30 June, 1998.
4. BONUS SHARES
The Directors are also pleased to recommend capitalisation of an amount of Rs 45
million out of the profits for the issue of fully paid bonus shares to the Members of the
Company in the proportion of one new share for every five shares held.
5. REFINERY MANAGEMENT AND OPERATIONS
The Company's refining capacity continued to be under utilised due to non-
availability of indigenous crude oil. The entire indigenous crude production from the
Northern Region was processed at the Refinery. However, to increase the utilisation of
the refining capacity, the Company also received crude oil from the Southern Region
after obtaining Government's approval in this respect. Initially the Company requested
a quantity of 2,600 bpcd of Southern crude from November, 1997. Later on, based on
successful R & D and processing, the quantity was increased to 6,000 bpcd in
May, 1998.
The total throughput of the Refinery during the year was 8,248,779 barrels (1.090 million
M. Tons) as compared to its nameplate capacity of 10,065,000 barrels (1.330 million
M. Tons) representing 82% of capacity utilisation. A total of 8.234 million barrels of
crude oil (1997:7.217 million barrels) were received by the Company from 44 different
oilfields which was 14% higher than the receipts of last year. Crude receipts from the
Northern Region declined but this decrease was offset by additional crude received
from the Southern Region. The net increase in crude receipts was 1.017 million barrels
for the financial year.
The total crude receipts averaged 22,560 bpcd of which 15,310 bpcd (68%) was
received through road transportation and the balance of 7,250 bpcd (32%) was
received through pipeline.
The Company continues to maintain its plant and machinery in a reliable operable
condition. Regular and planned maintenance of the plants and facilities was
undertaken during the year as per schedule. Turnaround (Planned shutdown) time was
decreased from 20 days to 10 days. Further, the mean time between turnaround has
been increased by 6 months without any adverse effect on plant, equipment and
machinery.
Work on construction of a new crude tank with a storage capacity of 100,000 barrels
has been completed and the new tank has been recently commissioned for
operations. The work on the construction, installation and commissioning of a third
boiler was also completed and the boiler was put into operation in January, 1998.
The Company is actively engaged in upgrading its offsite facilities to meet the
operational requirements for full capacity operations after the expected
commissioning in May, 1999 of the new Catalytic Reformer and Heavy Crude Unit
plants under the Refinery Upgradation and Expansion Project.
The Company took drastic steps to rationalise and optimise all expenditures, thus
improving the profitability. The Company made strides in reducing foreign purchases
of plant, equipment and machinery.
6. REFINERY UPGRADATION AND EXPANSION PLAN
The work on the implementation of the Refinery Upgradation and Expansion Project is
progressing as per schedule and the Catalytic Reformer Plant and Heavy Crude Unit
are expected to be commissioned for commercial production in May, 1999. With
the commissioning of these plants Company's capability to upgrade low octane
naphtha into high octane premium grade gasoline would be enhanced, operational
flexibility achieved and 55 years old heavy crude unit replaced. The plant, machinery
and equipment for the two units is being supplied by a consortium of two Japanese
companies comprising of Mitsui Engineering &